Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 10-Q

 

 

(Mark One)

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

For The Quarterly Period Ended March 31, 2008

OR

 

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

Commission File Number: 814-00702

 

 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Maryland   743113410

(State or Jurisdiction of

Incorporation or Organization)

 

(IRS Employer

Identification No.)

 

400 Hamilton Ave., Suite 310 Palo Alto, California 94301   94301
(Address of Principal Executive Offices)   (Zip Code)

(650) 289-3060

(Registrant’s Telephone Number, Including Area Code)

 

 

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

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

Large Accelerated Filer  ¨            Accelerated Filer  x            Non-Accelerated Filer  ¨            Smaller Reporting Company  ¨

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

On May 8, 2008, there were 32,857,737 shares outstanding of the Registrant’s common stock, $0.001 par value.

 

 

 


Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

FORM 10-Q

TABLE OF CONTENTS

 

PART I.

   FINANCIAL INFORMATION    2

Item 1.

   Consolidated Financial Statements    2
   Consolidated Statement of Assets and Liabilities as of March 31, 2008 (unaudited) and December 31, 2007    2
   Consolidated Schedule of Investments as of March 31, 2008 (unaudited)    3
   Consolidated Schedule of Investments as of December 31, 2007    15
   Consolidated Statement of Operations for the three-month periods ended March 31, 2008 and 2007 (unaudited)    29
  

Consolidated Statement of Changes in Net Assets for the three-month periods ended March 31, 2008 and 2007 (unaudited)

   30
   Consolidated Statement of Cash Flows for the three-month periods ended March 31, 2008 and 2007 (unaudited)    31
   Notes to Consolidated Financial Statements (unaudited)    32

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    43

Item 3.

   Quantitative and Qualitative Disclosures About Market Risk    54

Item 4.

   Controls and Procedures    54

PART II.

   OTHER INFORMATION    54

Item 1.

   Legal Proceedings    55

Item 1a.

   Risk Factors    55

Item 2.

   Unregistered Sales of Equity Securities and Use of Proceeds    55

Item 3.

   Defaults Upon Senior Securities    55

Item 4.

   Submission of Matters to a Vote of Security Holders    55

Item 5.

   Other Information    55

Item 6.

   Exhibits    56

Signatures

   57

 

1


Table of Contents

PART I: FINANCIAL INFORMATION

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

 

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES

(in thousands, except per share data)

 

     March 31,
2008
(unaudited)
    December 31,
2007
 

Assets

    

Investments:

    

Non-affiliate investments (cost of $514,464 and $513,106)

   $ 526,516     $ 525,725  

Affiliate investments (cost of $6,344 and $6,344)

     4,247       4,247  
                

Total investments, at value (cost of $520,808 and $519,450 respectively)

     530,763       529,972  

Deferred loan origination revenue

     (6,969 )     (6,593 )

Cash and cash equivalents

     13,804       7,856  

Interest receivable

     6,833       6,387  

Other assets

     4,513       4,321  
                

Total assets

     548,944       541,943  

Liabilities

    

Accounts payable and accrued liabilities

     3,560       6,956  

Short-term credit facility

     72,900       79,200  

Long-term SBA Debentures

     70,050       55,050  
                

Total liabilities

     146,510       141,206  
                

Net assets

   $ 402,434     $ 400,737  
                

Net assets consist of:

    

Common stock, par value

   $ 33     $ 33  

Capital in excess of par value

     396,623       393,530  

Deferred stock compensation

     (2,748 )     (78 )

Unrealized appreciation on investments

     9,208       10,129  

Accumulated realized gains on investments

     3,777       819  

Distributions in excess of investment income

     (4,459 )     (3,696 )
                

Total net assets

   $ 402,434     $ 400,737  
                

Shares of common stock outstanding ($0.001 par value, 60,000 authorized)

     32,768       32,541  
                

Net asset value per share

   $ 12.28     $ 12.31  
                

See notes to consolidated financial statements (unaudited).

 

2


Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

March 31, 2008

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

Industry

 

Type of Investment(1)

  Principal
Amount
  Cost(2)   Value(3)

Acceleron Pharmaceuticals, Inc. (0.68%)*(4)

 

Drug Discovery

 

Senior Debt
Matures June 2009
Interest rate 10.25%

  $ 2,935   $ 2,889   $ 2,889
   

Preferred Stock Warrants

      69     707
   

Preferred Stock Warrants

      35     130

Acceleron Pharmaceuticals, Inc. (0.33%)

   

Preferred Stock

      1,243     1,805
                 

Total Acceleron Pharmaceuticals, Inc.

          4,236     5,531

Aveo Pharmaceuticals, Inc. (2.02%)(4)

 

Drug Discovery

 

Senior Debt
Matures September 2009
Interest rate 10.75%

  $ 10,925     10,845     10,845
   

Preferred Stock Warrants

      144     193
   

Preferred Stock Warrants

      46     72
                 

Total Aveo Pharmaceuticals, Inc.

          11,035     11,110

Elixir Pharmaceuticals, Inc. (2.42%)(4)

 

Drug Discovery

 

Senior Debt
Matures June 2010
Interest rate Prime + 2.45%

  $ 12,973     12,829     12,829
   

Preferred Stock Warrants

      217     453
                 

Total Elixir Pharmaceuticals, Inc.

          13,046     13,282

EpiCept Corporation (1.11%)(4)

 

Drug Discovery

 

Senior Debt
Matures August 2009
Interest rate 11.70%

  $ 6,354     5,989     5,989
   

Common Stock Warrants

      423     128
                 

Total EpiCept Corporation

          6,412     6,117

Horizon Therapeutics, Inc. (0.22%)

 

Drug Discovery

 

Senior Debt
Matures April 2011
Interest rate 8.75%

  $ 12,000     1,038     1,038
   

Preferred Stock Warrants

      179     183
                 

Total Horizon Therapeutics, Inc.

          1,217     1,221

Inotek Pharmaceuticals Corp. (0.27%)

 

Drug Discovery

 

Preferred Stock

      1,500     1,500
                 

Total Inotek Pharmaceuticals Corp.

          1,500     1,500

Memory Pharmaceticals Corp. (2.52%)(4)

 

Drug Discovery

 

Senior Debt
Matures December 2010
Interest rate 11.45%

  $ 15,000     13,731     13,731
   

Common Stock Warrants

      1,751     131
                 

Total Memory Pharmaceticals Corp.

          15,482     13,862

Merrimack Pharmaceuticals, Inc. (0.21%)(4)

 

Drug Discovery

 

Convertible Senior Debt
Matures October 2008
Interest rate 11.15%

  $ 591     572     572
   

Preferred Stock Warrants

      155     575

Merrimack Pharmaceuticals, Inc. (0.51%)

   

Preferred Stock

      2,000     2,787
                 

Total Merrimack Pharmaceuticals, Inc.

          2,727     3,934

Neosil, Inc. (1.08%)

 

Drug Discovery

 

Senior Debt
Matures May 2010
Interest rate 10.75%

  $ 5,800     5,742     5,742
   

Preferred Stock Warrants

      83     208
                 

Total Neosil, Inc.

          5,825     5,950

 

3


Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

March 31, 2008

(continued)

(dollars in thousands)

 

Portfolio Company

 

Industry

 

Type of Investment(1)

  Principal
Amount
  Cost(2)   Value(3)

Paratek Pharmaceuticals, Inc. (0.27%)(4)

 

Drug Discovery

 

Senior Debt
Matures June 2008
Interest rate 11.10%

  $ 1,498   1,490   1,490
   

Preferred Stock Warrants

    137   —  

Paratek Pharmaceuticals, Inc. (0.18%)

   

Preferred Stock

    1,000   1,000
             

Total Paratek Pharmaceuticals, Inc.

        2,627   2,490

Portola Pharmaceuticals, Inc. (2.78%)(4)

 

Drug Discovery

 

Senior Debt
Matures September 2010
Interest rate Prime + 1.75%

  $ 15,000   14,904   14,904
   

Preferred Stock Warrants

    152   339
             

Total Portola Pharmaceuticals, Inc.

        15,056   15,243

Sirtris Pharmaceuticals, Inc. (1.66%)(4)

 

Drug Discovery

 

Senior Debt
Matures April 2011
Interest rate 10.60%

  $ 8,505   8,451   8,451
   

Common Stock Warrants

    89   668

Sirtris Pharmaceuticals, Inc. (0.13%)

   

Common Stock

    500   736
             

Total Sirtris Pharmaceuticals, Inc.

        9,040   9,855
             

Total Drug Discovery (16.39%)

        88,203   90,095
             

E-band Communications, Inc. (0.36%)(6)

 

Communications &

Networking

 

Preferred Stock

    2,000   2,000
             

Total E-Band Communications, Inc.

        2,000   2,000

IKANO Communications, Inc. (3.43%)(4)

 

Communications &

Networking

 

Senior Debt
Matures March 2011
Interest rate 11.00%

  $ 18,384   18,384   18,384
   

Preferred Stock Warrants

    45   188
   

Preferred Stock Warrants

    72   286
             

Total IKANO Communications, Inc.

        18,501   18,858

Neonova Holding Company (1.64%)

 

Communications &

Networking

 

Senior Debt
Matures September 2012
Interest rate Prime + 3.25%

  $ 9,000   8,906   8,906
   

Preferred Stock Warrants

    94   93

Neonova Holding Company (0.05%)

   

Preferred Stock

    250   250
             

Total Neonova Holding Company

        9,250   9,249

Ping Identity Corporation (0.25%)(4)

 

Communications &

Networking

 

Senior Debt
Matures June 2009
Interest rate 11.50%

  $ 1,378   1,360   1,360
   

Preferred Stock Warrants

    52   5
             

Total Ping Identity Corporation

        1,412   1,365

Purcell Systems, Inc. (1.51%)

 

Communications &

Networking

 

Senior Debt
Matures June 2009
Interest rate Prime + 3.50%

  $ 2,091   2,002   2,002
   

Revolving Line of Credit
Matures June 2008
Interest rate Prime + 2.00%

  $ 6,000   6,000   6,000
   

Preferred Stock Warrants

    123   260
             

Total Purcell Systems, Inc.

        8,125   8,262

Rivulet Communications, Inc. (0.54%)(4)

 

Communications &

Networking

 

Senior Debt
Matures September 2009
Interest rate 10.60%

  $ 2,976   2,954   2,954
   

Preferred Stock Warrants

    51   —  

Rivulet Communications, Inc. (0.05%)

   

Preferred Stock

    250   250
             

Total Rivulet Communications, Inc.

        3,255   3,204

 

4


Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

March 31, 2008

(continued)

(dollars in thousands)

 

Portfolio Company

 

Industry

 

Type of Investment(1)

  Principal
Amount
  Cost(2)   Value(3)

Seven Networks, Inc. (1.97%)(4)

  Communications & Networking  

Senior Debt
Matures April 2010
Interest rate Prime + 3.75%

  $ 8,517   8,405   8,405
   

Revolving Line of Credit
Matures April 2008
Interest rate Prime + 3.00%

  $ 2,000   2,000   2,000
   

Preferred Stock Warrants

    174   437
             

Total Seven Networks, Inc.

  10,579   10,842

Simpler Networks Corp. (0.47%)(4)

  Communications & Networking  

Senior Debt
Matures July 2009
Interest rate 11.75%

  $ 4,112   4,058   2,558
   

Preferred Stock Warrants

    160   —  

Simpler Networks Corp. (0.00%)

   

Preferred Stock

    500   —  
             

Total Simpler Networks Corp.

  4,718   2,558

Stoke, Inc. (0.43%)

  Communications & Networking  

Senior Debt
Matures August 2010
Interest rate 10.55%

  $ 2,250   2,208   2,208
   

Preferred Stock Warrants

    53   127
             

Total Stoke, Inc.

  2,261   2,335

Tectura Corporation (3.78%)(4)

  Communications & Networking  

Senior Debt
Matures March 2012
Interest rate LIBOR + 6.15%

  $ 8,684   8,643   8,643
   

Revolving Line of Credit
Matures March 2008
Interest rate LIBOR + 5.15%

  $ 12,000   12,000   12,000
   

Preferred Stock Warrants

    51   104
             

Total Tectura Corporation

  20,694   20,747

Teleflip, Inc. (0.00%)

  Communications & Networking  

Senior Debt
Matures May 2010
Interest rate Prime + 2.75%

  $ 938   930   —  
   

Preferred Stock Warrants

    11   —  
             

Total Teleflip, Inc.

  941   —  

Wireless Channels, Inc. (2.20%)

  Communications & Networking  

Senior Debt - Second Lien
Matures April 2010
Interest rate Prime + 4.25%

  $ 1,570   1,570   1,570
   

Senior Debt - Second Lien
Matures April 2010
Interest rate Prime + 4.25%

  $ 10,246   10,147   10,147
   

Preferred Stock Warrants

    155   340
             

Total Wireless Channels, Inc.

  11,872   12,057

Zayo Bandwith, Inc. (4.55%)(4)

  Communications & Networking  

Senior Debt
Matures April 2013
Interest rate Prime + 3.50%

  $ 25,000   25,000   25,000
             

Total Zayo Bandwith, Inc.

  25,000   25,000
             

Total Communications & Networking (21.23%)

        118,608   116,477
             

Atrenta, Inc. (0.63%)(4)

  Software  

Senior Debt
Matures June 2009
Interest rate 11.50%

  $ 3,143   3,108   3,108
   

Preferred Stock Warrants

    102   250
   

Preferred Stock Warrants

    34   82

Atrenta, Inc. (0.05%)

   

Preferred Stock

    250   250
             

Total Atrenta, Inc.

        3,494   3,690

 

5


Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

March 31, 2008

(continued)

(dollars in thousands)

 

Portfolio Company

 

Industry

 

Type of Investment(1)

  Principal
Amount
  Cost(2)   Value(3)

Blurb, Inc. (0.42%)

 

Software

 

Senior Debt
Matures December 2009
Interest rate 9.55%

  $ 2,310   2,293   2,293
   

Preferred Stock Warrants

    25   34
             

Total Blurb, Inc.

  2,318   2,327

Bullhorn, Inc. (0.18%)

 

Software

 

Senior Debt
Matures March 2010
Interest rate Prime + 3.75%

  $ 1,000   963   963
   

Preferred Stock Warrants

    43   53
             

Total Bullhorn, Inc.

  1,006   1,016

Cittio, Inc. (0.18%)

 

Software

 

Senior Debt
Matures April 2010
Interest rate 11.00%

  $ 1,000   1,000   1,000
             

Total Cittio, Inc.

  1,000   1,000

Forescout Technologies, Inc. (0.43%)(4)

 

Software

 

Senior Debt
Matures August 2009
Interest rate 11.15%

  $ 1,736   1,671   1,671
   

Revolving Line of Credit
Matures August 2007
Interest rate Prime + 1.49%

  $ 500   500   500
   

Preferred Stock Warrants

    99   176
             

Total Forescout Technologies, Inc.

  2,270   2,347

GameLogic, Inc. (0.56%)(4)

 

Software

 

Senior Debt
Matures December 2009
Interest rate Prime + 4.125%

  $ 3,000   2,947   2,947
   

Preferred Stock Warrants

    92   139
             

Total GameLogic, Inc.

  3,039   3,086

Gomez, Inc. (0.09%)(4)

 

Software

 

Preferred Stock Warrants

    35   491
             

Total Gomez, Inc.

  35   491

HighRoads, Inc. (0.01%)(4)

 

Software

 

Preferred Stock Warrants

    44   71
             

Total HighRoads, Inc.

  44   71

Intelliden, Inc. (0.40%)

 

Software

 

Senior Debt
Matures February 2010
Interest rate 13.20%

  $ 2,131   2,122   2,122
   

Preferred Stock Warrants

    18   77
             

Total Intelliden, Inc.

  2,140   2,199

Oatsystems, Inc. (0.69%)(4)

 

Software

 

Senior Debt
Matures September 2009
Interest rate 11.00%

  $ 3,800   3,768   3,768
   

Preferred Stock Warrants

    67   1
             

Total Oatsystems, Inc.

  3,835   3,769

Proficiency, Inc. (0.27%)(5)(6)

 

Software

 

Senior Debt
Matures July 2008
Interest rate 12.00%

  $ 1,500   1,497   1,497
   

Preferred Stock Warrants

    96   —  

Proficiency, Inc. (0.14%)

   

Preferred Stock

    2,750   750
             

Total Proficiency, Inc.

  4,343   2,247

PSS Systems, Inc. (0.65%)(4)

 

Software

 

Senior Debt
Matures March 2010
Interest rate 10.74%

  $ 3,500   3,467   3,467
   

Preferred Stock Warrants

    51   108
             

Total PSS Systems, Inc.

        3,518   3,575

 

6


Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

March 31, 2008

(continued)

(dollars in thousands)

 

Portfolio Company

 

Industry

 

Type of Investment(1)

  Principal
Amount
  Cost(2)   Value(3)

Savvion, Inc. (1.14%)(4)

  Software  

Senior Debt
Matures March 2009
Interest rate Prime + 3.45%

  $ 1,043   1,043   1,043
   

Revolving Line of Credit
Matures March 2008
Interest rate Prime + 3.45%

  $ 3,189   3,188   3,188
   

Revolving Line of Credit
Matures March 2008
Interest rate Prime + 2.00%

  $ 1,797   1,797   1,797
   

Preferred Stock Warrants

    52   251
             

Total Savvion, Inc.

        6,080   6,279

Sportvision, Inc. (0.01%)

  Software  

Preferred Stock Warrants

    39   59
             

Total Sportvision, Inc.

        39   59

Talisma Corp. (0.08%)(4)

  Software  

Preferred Stock Warrants

    49   422
             

Total Talisma Corp.

        49   422

WildTangent, Inc. (0.39%)

  Software  

Senior Debt
Matures March 2011
Interest rate 9.65%

  $ 2,000   1,788   1,788
   

Preferred Stock Warrants

    238   339
             

Total WildTangent, Inc.

        2,026   2,127
             

Total Software (6.32%)

        35,236   34,705
             

Agami Systems, Inc. (0.84%)(4)

  Electronics & Computer Hardware  

Senior Debt
Matures August 2009
Interest rate 11.00%

  $ 4,433   4,394   4,394
   

Preferred Stock Warrants

    86   218
             

Total Agami Systems, Inc.

        4,480   4,612

Luminus Devices, Inc. (2.18%)(4)

  Electronics & Computer Hardware  

Senior Debt
Matures August 2009
Interest rate 12.8750%

  $ 11,792   11,354   11,354
   

Preferred Stock Warrants

    183   135
   

Preferred Stock Warrants

    84   74
   

Preferred Stock Warrants

    334   420
             

Total Luminus Devices, Inc.

        11,955   11,983

Maxvision Holding, LLC. (2.05%)(4)

  Electronics & Computer Hardware  

Senior Debt
Matures April 2012
Interest rate Prime + 5.50%

  $ 5,038   4,956   4,956
   

Senior Debt
Matures April 2012
Interest rate Prime + 2.25%

  $ 5,500   5,500   5,500
   

Revolving Line of Credit
Matures September 2012
Interest rate Prime +2.25%

  $ 821   821   821

Maxvision Holding, LLC. (0.01%) (4)

   

Preferred Stock

    81   81
             

Total Maxvision Holding, LLC

        11,358   11,358

NetEffect, Inc. (0.43%)

  Electronics & Computer Hardware  

Senior Debt
Matures May 2010
Interest rate 11.95%

  $ 2,282   2,244   2,244
   

Preferred Stock Warrants

    47   120
             

Total NetEffect, Inc.

        2,291   2,364

 

7


Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

March 31, 2008

(continued)

(dollars in thousands)

 

Portfolio Company

 

Industry

 

Type of Investment(1)

  Principal
Amount
  Cost(2)   Value(3)

Shocking Technologies, Inc. (0.05%)

  Electronics & Computer Hardware  

Senior Debt
Matures December 2010
Interest rate 9.75%

  $ 250   192   192
   

Prefered Stock Warrants

    63   95
             

Total Shocking Technologies, Inc.

        255   287

SiCortex, Inc. (1.83%)

  Electronics & Computer Hardware  

Senior Debt
Matures December 2010
Interest rate 10.95%

  $ 9,743   9,615   9,615
   

Preferred Stock Warrants

    164   446
             

Total SiCortex, Inc.

        9,779   10,061

Spatial Photonics, Inc. (0.71%)(4)

  Electronics & Computer Hardware  

Senior Debt
Matures May 2011
Interest rate 10.75%

  $ 3,751   3,634   3,634
   

Preferred Stock Warrants

    130   274

Spatial Photonics, Inc. (0.09%)

   

Preferred Stock

    500   500
             

Total Spatial Photonics Inc.

        4,264   4,408

VeriWave, Inc. (0.88%)

  Electronics & Computer Hardware  

Senior Debt
Matures May 2010
Interest rate 10.75%

  $ 3,747   3,710   3,710
   

Revolving Line of Credit
Matures May 2008
Interest rate Prime +1.00%

  $ 990   990   990
   

Preferred Stock Warrants

    54   128
             

Total VeriWave, Inc.

        4,754   4,828

ViDeOnline Communications, Inc. (0.05%)(4)

  Electronics & Computer Hardware  

Preferred Stock Warrants

    298   289
             

Total ViDeOnline Communications, Inc.

        298   289
             

Total Electronics & Computer Hardware (9.12%)

        49,434   50,190
             

Aegerion Pharmaceuticals, Inc. (1.66%)(4)

  Specialty Pharmaceuticals  

Senior Debt
Matures August 2010
Interest rate Prime + 2.50%

  $ 8,924   8,877   8,877
   

Preferred Stock Warrants

    69   237

Aegerion Pharmaceuticals, Inc. (0.18%)(4)

   

Preferred Stock

    1,000   1,000
             

Total Aegerion Pharmaceuticals, Inc.

        9,946   10,114

Panacos Pharmaceuticals, Inc. (3.55%)(4)

  Specialty Pharmaceuticals  

Senior Debt
Matures January 2011
Interest rate 11.20%

  $ 20,000   19,332   19,332
   

Common Stock Warrants

    876   132

Panacos Pharmaceuticals, Inc. (0.03%)

   

Common Stock

    410   140
             

Total Panacos Pharmaceuticals, Inc.

        20,618   19,604

Quatrx Pharmaceuticals Company (2.40%)(4)

  Specialty Pharmaceuticals  

Senior Debt
Matures January 2010
Interest rate Prime + 3.00%

  $ 13,135   13,038   13,038
   

Preferred Stock Warrants

    220   144

Quatrx Pharmaceuticals Company (0.14%)

   

Preferred Stock

    750   750
             

Total Quatrx Pharmaceuticals Company

        14,008   13,932
             

Total Specialty Pharmaceuticals (7.96%)

        44,572   43,650
             

 

8


Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

March 31, 2008

(continued)

(dollars in thousands)

 

Portfolio Company

 

Industry

 

Type of Investment(1)

  Principal
Amount
  Cost(2)   Value(3)

Annie's, Inc. (0.73%)

  Consumer & Business Products  

Senior Debt
Matures April 2011
Interest rate LIBOR + 6.50%

  $ 4,000   3,679   3,679
   

Preferred Stock Warrants

    321   323
             

Total Annie's, Inc.

        4,000   4,002

BabyUniverse, Inc. (0.03%)(4)

  Consumer & Business Products  

Common Stock

    267   145
             

Total BabyUniverse, Inc.

        267   145

Market Force Information, Inc. (0.01%)(4)

  Consumer & Business Products  

Preferred Stock Warrants

    24   53

Market Force Information, Inc. (0.09%)

   

Preferred Stock

    500   500
             

Total Market Force Information, Inc.

        524   553

Wageworks, Inc. (0.10%)(4)

  Consumer & Business Products  

Preferred Stock Warrants

    252   562

Wageworks, Inc. (0.04%)

   

Preferred Stock

    250   209
             

Total Wageworks, Inc.

        502   771
             

Total Consumer & Business Products (1.00%)

        5,293   5,471
             

Custom One Design, Inc. (0.19%)

  Semiconductors  

Senior Debt
Matures September 2010
Interest rate 11.50%

  $ 1,000   985   985
   

Common Stock Warrants

    18   53
             

Total Custom One Design, Inc.

        1,003   1,038

iWatt Inc. (0.84%)(4)

  Semiconductors  

Senior Debt
Matures September 2009
Interest rate Prime + 2.75%

  $ 1,264   1,130   1,130
   

Revolving Line of Credit
Matures September 2007
Interest rate Prime + 1.75%

  $ 3,235   3,235   3,235
   

Preferred Stock Warrants

    46   114
   

Preferred Stock Warrants

    51   59
   

Preferred Stock Warrants

    73   73
             

Total iWatt Inc.

        4,535   4,611

NEXX Systems, Inc. (2.31%)(4)

  Semiconductors  

Senior Debt
Matures February 2010
Interest rate Prime + 2.75%

  $ 4,098   3,992   3,992
   

Revolving Line of Credit
Matures December 2009
Interest rate Prime + 1.75%

  $ 5,000   5,000   5,000
   

Revolving Line of Credit
Matures December 2009
Interest rate Prime + 3.75%

  $ 3,000   3,000   3,000
   

Preferred Stock Warrants

    165   670
             

Total NEXX Systems, Inc.

        12,157   12,662

Quartics, Inc. (0.84%)(4)

  Semiconductors  

Senior Debt
Matures August 2010
Interest rate 11.05%

  $ 300   259   259
   

Senior Debt
Matures August 2010
Interest rate 8.80%

  $ 4,200   4,200   4,200
   

Preferred Stock Warrants

    53   142
             

Total Quartics, Inc.

        4,512   4,601

 

9


Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

March 31, 2008

(continued)

(dollars in thousands)

 

Portfolio Company

 

Industry

 

Type of Investment(1)

  Principal
Amount
  Cost(2)   Value(3)

Solarflare Communications, Inc. (0.15%)

  Semiconductors  

Senior Debt
Matures August 2010
Interest rate 11.75%

  $ 625   560   560
   

Preferred Stock Warrants

    83   241

Solarflare Communications, Inc. (0.09%)

   

Preferred Stock

    500   500
             

Total Solarflare Communications, Inc.

        1,143   1,301
             

Total Semiconductors (4.42%)

        23,350   24,213
             

Labopharm USA, Inc. (2.91%)(5)

  Drug Delivery  

Senior Debt
Matures July 2008
Interest rate 11.95%

  $ 15,000   14,587   14,587
   

Common Stock Warrants

    458   1,363
             

Total Labopharm USA, Inc.

        15,045   15,950

Transcept Pharmaceuticals, Inc. (1.16%)(4)

  Drug Delivery  

Senior Debt
Matures October 2009
Interest rate 10.69%

  $ 6,119   6,077   6,077
   

Preferred Stock Warrants

    36   116
   

Preferred Stock Warrants

    51   162

Transcept Pharmaceuticals, Inc. (0.09%)(4)

   

Preferred Stock

    500   500
             

Total Transcept Pharmaceuticals, Inc.

        6,664   6,855
             

Total Drug Delivery (4.16%)

        21,709   22,805
             

BARRX Medical, Inc. (0.14%)

  Therapeutic        
   

Preferred Stock

    1,500   758
             

Total BARRX Medical, Inc.

        1,500   758

EKOS Corporation (1.00%)

  Therapeutic  

Senior Debt
Matures November 2010
Interest rate Prime + 2.00%

  $ 5,000   4,733   4,733
   

Preferred Stock Warrants

    175   495
   

Preferred Stock Warrants

    153   263
             

Total EKOS Corporation

        5,061   5,491

Gynesonics, Inc. (0.09%)(4)

  Therapeutic  

Preferred Stock Warrants

    18   507

Gynesonics, Inc. (0.05%)

   

Preferred Stock

    250   250
             

Total Gynesonics, Inc.

        268   757

Novasys Medical, Inc. (1.16%)(4)

  Therapeutic  

Senior Debt
Matures January 2010
Interest rate 9.70%

  $ 6,614   6,370   6,370
             

Total Novasys Medical, Inc.

        6,370   6,370

Power Medical Interventions, Inc. (0.00%)

  Therapeutic  

Common Stock Warrants

    21   22
             

Total Power Medical Interventions, Inc.

        21   22
             

Total Therapeutic (2.44%)

        13,220   13,398
             

Invoke Solutions, Inc. (0.36%)(4)

  Internet Consumer & Business Services  

Senior Debt
Matures December 2008
Interest rate Prime + 3.75%

  $ 1,902   1,862   1,862
   

Preferred Stock Warrants

    56   98
   

Preferred Stock Warrants

    26   30
             

Total Invoke Solutions, Inc.

        1,944   1,990

Prism Education Group Inc. (0.38%)

  Internet Consumer & Business Services  

Senior Debt
Matures December 2010
Interest rate 11.25%

  $ 2,000   1,967   1,967
   

Preferred Stock Warrants

    43   97
             

Total Prism Education Group Inc.

        2,010   2,064

 

10


Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

March 31, 2008

(continued)

(dollars in thousands)

 

Portfolio Company

 

Industry

 

Type of Investment(1)

  Principal
Amount
  Cost(2)   Value(3)

RazorGator Interactive Group, Inc. (0.94%)

  Internet Consumer & Business Services  

Revolving Line of Credit
Matures January 2009
Interest rate Prime + 1.80%

  $ 1,000   1,000   1,000
   

Preferred Stock Warrants

    13   3,834
   

Preferred Stock Warrants

    28   319

RazorGator Interactive Group, Inc. (0.90%)

   

Preferred Stock

    1,000   4,935
             

Total RazorGator Interactive Group, Inc.

        2,041   10,088

Serious USA, Inc. (0.55%)

  Internet Consumer & Business Services  

Senior Debt
Matures February 2011
Interest rate Prime + 3.00%

  $ 2,450   2,377   2,377
   

Revolving Line of Credit
Matures July 2008
Interest rate Prime + 2.00%

  $ 654   654   654
   

Preferred Stock Warrants

    93   8
             

Total Serious USA, Inc.

        3,124   3,039
             

Total Internet Consumer & Business Services (3.13%)

        9,119   17,181
             

Lilliputian Systems, Inc. (1.20%)(4)

  Energy  

Senior Debt Matures
March 2010
Interest rate 9.75%

  $ 6,495   6,472   6,472
   

Preferred Stock Warrants

    48   100
             

Total Lilliputian Systems, Inc.

        6,520   6,572
             

Total Energy (1.20%)

        6,520   6,572
             

Active Response Group, Inc. (1.84%)

  Information Services  

Senior Debt
Matures March 2012
Interest rate LIBOR + 6.55%

  $ 10,000   9,892   9,892
   

Preferred Stock Warrants

    92   119
   

Common Stock Warrants

    46   89
             

Total Active Response Group, Inc.

        10,030   10,100

Buzznet, Inc. (0.15%)

  Information Services  

Senior Debt
Matures March 2010
Interest rate 10.25%

  $ 827   821   821
   

Preferred Stock Warrants

    9   14

Buzznet, Inc. (0.05%)

   

Preferred Stock

    250   250
             

Total Buzznet, Inc.

        1,080   1,085

hi5 Networks, Inc. (0.93%)

  Information Services  

Senior Debt
Matures January 2011
Interest rate Prime + 2.5%

  $ 3,000   3,000   3,000
   

Revolving Line of Credit
Matures July 2011
Interest rate 6.50%

  $ 987   987   987
   

Revolving Line of Credit
Matures June 2011
Interest rate 7.75%

  $ 1,000   810   810
   

Preferred Stock Warrants

    213   307
             

Total hi5 Networks, Inc.

        5,010   5,104

 

11


Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

March 31, 2008

(continued)

(dollars in thousands)

 

Portfolio Company

 

Industry

 

Type of Investment(1)

  Principal
Amount
  Cost(2)   Value(3)

Jab Wireless, Inc. (1.48%)

  Information Services  

Senior Debt
Matures January 2012
Interest rate 10.75%

  $ 3,097   2,856   2,856
   

Senior Debt
Matures January 2012
Interest rate 10.00%

  $ 1,903   1,903   1,903
   

Senior Debt
Matures January 2012
Interest rate 9.50%

  $ 3,000   3,000   3,000
   

Preferred Stock Warrants

    265   378
             

Total Jab Wireless, Inc.

        8,024   8,137

Solutionary, Inc. (1.41%)

  Information Services  

Senior Debt
Matures June 2010
Interest rate LIBOR + 5.50%

  $ 5,547   5,504   5,504
   

Revolving Line of Credit
Matures June 2010
Interest rate LIBOR + 5.00%

  $ 1,516   1,516   1,516
   

Revolving Line of Credit
Matures June 2010
Interest rate LIBOR + 5.50%

  $ 501   501   501
   

Preferred Stock Warrants

    94   225
   

Preferred Stock Warrants

    2   6

Solutionary, Inc. (0.05%)

   

Preferred Stock

    250   250
             

Total Solutionary, Inc.

        7,867   8,002

The Generation Networks, Inc. (2.97%)

  Information Services  

Senior Debt
Matures March 2012
Interest rate Prime + 4.50%

  $ 16,500   16,316   16,316

The Generation Networks, Inc. (0.09%)

   

Preferred Stock

    500   500
             

Total The Generation Networks, Inc.

        16,816   16,816

Wallop Technologies, Inc. (0.04%)

  Information Services  

Senior Debt
Matures March 2010
Interest rate 10.00%

  $ 202   197   197
   

Preferred Stock Warrants

    7   13
             

Total Wallop Technologies, Inc.

        204   210

Zeta Interactive Corporation (2.75%) (4)

  Information Services  

Senior Debt
Matures November 2011
Interest rate Prime +2.00%

  $ 7,000   6,843   6,843
   

Senior Debt
Matures November 2011
Interest rate Prime +3.00%

  $ 8,000   8,000   8,000
   

Preferred Stock Warrants

    172   236

Zeta Interactive Corporation (0.09%)

   

Preferred Stock

    500   500
             

Total Zeta Interactive Corporation

        15,515   15,579
             

Total Information Services (11.85%)

        64,546   65,033
             

Novadaq Technologies, Inc. (0.18%)

  Diagnostic  

Common Stock

    1,626   979
             

Total Novadaq Technologies, Inc.

        1,626   979

Optiscan Biomedical, Corp. (0.02%)(4)

  Diagnostic  

Senior Debt
Matures March 2008
Interest rate 15.00%

  $ 52   52   52
   

Preferred Stock Warrants

    80   63

Optiscan Biomedical, Corp. (0.13%)

   

Preferred Stock

    1,000   722
             

Total Optiscan Biomedical, Corp.

        1,132   837
             

Total Diagnostic (0.33%)

        2,758   1,816
             

 

12


Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

March 31, 2008

(continued)

(dollars in thousands)

 

Portfolio Company

 

Industry

 

Type of Investment(1)

  Principal
Amount
  Cost(2)   Value(3)

Guava Technologies, Inc. (1.00%)(4)

  Biotechnology Tools  

Senior Debt
Matures July 2009
Interest rate Prime + 3.25%

  $ 3,725   3,393   3,393
   

Convertible Debt

    250   250
   

Revolving Line of Credit
Matures December 2007
Interest rate Prime + 2.00%

  $ 1,575   1,575   1,575
   

Preferred Stock Warrants

    105   220
   

Preferred Stock Warrants

    68   36
             

Total Guava Technologies, Inc.

        5,391   5,474

Kamada, Inc. (2.03%)(5)

  Biotechnology Tools  

Senior Debt
Matures November 2011
Interest rate 10.60%

  $ 11,000   10,572   10,572
   

Common Stock Warrants

    428   555
             

Total Kamada, Inc.

        11,000   11,127

NuGEN Technologies, Inc. (0.36%)

  Biotechnology Tools  

Senior Debt
Matures March 2010
Interest rate 11.70%

  $ 1,706   1,649   1,649
   

Preferred Stock Warrants

    45   316
   

Preferred Stock Warrants

    33   30

NuGEN Technologies, Inc. (0.09%)

   

Preferred Stock

    500   500
             

Total NuGEN Technologies, Inc.

        2,227   2,495
             

Total Biotechnology Tools (3.48%)

        18,618   19,096
             

Crux Biomedical, Inc. (0.28%)

  Surgical Devices  

Senior Debt
Matures October 2010
Interest rate Prime + 1.75%

  $ 1,500   1,470   1,470
   

Preferred Stock Warrants

    37   63

Crux Biomedical, Inc. (0.05%)

   

Preferred Stock

    250   250
             

Total Crux Biomedical, Inc.

        1,757   1,783

Diomed Holdings, Inc. (1.09%)(4)

  Surgical Devices  

Senior Debt
Matures July 2010
Interest rate 10.95%%

  $ 6,000   5,966   5,966
   

Common Stock Warrants

    43   —  
             

Total Diomed Holdings, Inc.

        6,009   5,966

Light Science Oncology, Inc. (0.03%)

  Surgical Devices  

Preferred Stock Warrants

    99   173
             

Total Light Science Oncology, Inc.

        99   173
             

Total Surgical Devices (1.45%)

        7,865   7,922
             

Glam Media, Inc. (0.91%)

  Media/Content/ Info  

Revolving Line of Credit
Matures April 2009
Interest rate Prime + 1.25%

  $ 5,000   4,518   4,518

Total Glam Media, Inc.

   

Preferred Stock Warrants

    482   486
             
        5,000   5,004

Waterfront Media Inc. (1.12%)(4)

  Media/Content/ Info  

Senior Debt
Matures December 2010
Interest rate Prime + 3.00%

  $ 3,731   3,697   3,697
   

Revolving Line of Credit
Matures March 2008
Interest rate Prime + 1.25%

  $ 2,000   2,000   2,000
   

Preferred Stock Warrants

    60   438

Waterfront Media Inc. (0.18%)

   

Preferred Stock

    1,000   1,000
             

Total Waterfront Media Inc.

        6,757   7,135
             

Total Media/Content/Info (2.21%)

        11,757   12,139
             

 

13


Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

March 31, 2008

(continued)

(dollars in thousands)

 

Portfolio Company

 

Industry

 

Type of Investment(1)

  Principal
Amount
  Cost(2)   Value(3)

Total Investments (96.69%)

        $ 520,808   $ 530,763
                 

 

* Value as a percent of net assets
(1) Preferred and common stock, warrants, and equity interests are generally non-income producing.
(2) Gross unrealized appreciation, gross unrealized depreciation, and net appreciation for federal income tax purposes totaled $20,401, $10,446 and $9,955, respectively.
(3) Except for warrants in eight publicly traded companies and common stock in four publicly traded companies, all investments are restricted at March 31, 2008 and were valued at fair value as determined in good faith by the Board of Directors. No unrestricted securities of the same issuer are outstanding. The Company uses the Standard Industrial Code for classifying the industry grouping of its portfolio companies.
(4) Debt and warrant investments of this portfolio company have been pledged as collateral under the Credit Facility. Citigroup has an equity participation right on loans collateralized under the Credit Facility. The value of their participation right on unrealized gains in the related equity investments was approximately $1.1 million at March 31, 2008 and is included in accrued liabilities and reduces the unrealized gain recognized by the Company at March 31, 2008.
(5) Non-U.S. company or the company's principal place of business is outside the United States.
(6) Affiliate investment that is defined under the Investment Company Act of 1940 as companies in which HTGC owns as least 5% but not more than 25% of the voting securities of the company. All other investments are less than 5% owned.

See notes to consolidated financial statements (unaudited).

 

14


Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2007

(dollars in thousands)

 

Portfolio Company

 

Industry

 

Type of Investment(1)

  Principal
Amount
  Cost(2)   Value(3)

Acceleron Pharmaceuticals, Inc. (0.94%)*(4)

 

Drug Discovery

 

Senior Debt
Matures June 2009
Interest rate 10.25%

  $ 3,237   $ 3,184   $ 3,184
   

Preferred Stock Warrants

      69     472
   

Preferred Stock Warrants

      35     109

Acceleron Pharmaceuticals, Inc. (0.45%)

   

Preferred Stock

      1,243     1,805
                 

Total Acceleron Pharmaceuticals, Inc.

    4,531     5,569

Aveo Pharmaceuticals, Inc. (3.06%)(4)

 

Drug Discovery

 

Senior Debt
Matures September 2009
Interest rate 10.75%

  $ 12,078     11,984     11,984
   

Preferred Stock Warrants

      144     204
   

Preferred Stock Warrants

      46     74
                 

Total Aveo Pharmaceuticals, Inc.

    12,174     12,262

Elixir Pharmaceuticals, Inc. (3.58%)(4)

 

Drug Discovery

 

Senior Debt
Matures June 2010
Interest rate Prime + 2.45%

  $ 13,997     13,836     13,836
   

Preferred Stock Warrants

      217     510
                 

Total Elixir Pharmaceuticals, Inc.

    14,053     14,347

EpiCept Corporation (1.77%)(4)

 

Drug Discovery

 

Senior Debt
Matures August 2009
Interest rate 11.70%

  $ 7,307     6,878     6,878
   

Common Stock Warrants

      423     215
                 

Total EpiCept Corporation

    7,301     7,092

Horizon Therapeutics, Inc. (0.30%)(4)

 

Drug Discovery

 

Senior Debt
Matures April 2011
Interest rate 8.75%

  $ 12,000     1,022     1,022
   

Preferred Stock Warrants

      179     179
                 

Total Horizon Therapeutics, Inc.

    1,201     1,201

Inotek Pharmaceuticals Corp. (0.37%)

 

Drug Discovery

 

Preferred Stock

      1,500     1,500
                 

Total Inotek Pharmaceuticals Corp.

    1,500     1,500

Memory Pharmaceticals Corp. (3.48%)(4)

 

Drug Discovery

 

Senior Debt
Matures February 2011
Interest rate 11.45%

  $ 15,000     13,608     13,608
   

Common Stock Warrants

      1,751     341
                 

Total Memory Pharmaceticals Corp.

    15,359     13,949

Merrimack Pharmaceuticals, Inc. (0.37%)(4)

 

Drug Discovery

 

Convertible Senior Debt
Matures October 2008
Interest rate 11.15%

  $ 1,024     994     994
   

Preferred Stock Warrants

      155     502

Merrimack Pharmaceuticals, Inc. (0.70%)

   

Preferred Stock

      2,000     2,787
                 

Total Merrimack Pharmaceuticals, Inc.

    3,149     4,283

Neosil, Inc. (1.53%)

 

Drug Discovery

 

Senior Debt
Matures May 2010
Interest rate 10.75%

  $ 6,000     5,936     5,936
   

Preferred Stock Warrants

      83     178
                 

Total Neosil, Inc.

    6,018     6,113

See notes to consolidated financial statements.

 

15


Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2007

(dollars in thousands)

 

Portfolio Company

 

Industry

 

Type of Investment(1)

  Principal
Amount
  Cost(2)   Value(3)

Paratek Pharmaceuticals, Inc. (0.64%)(4)

 

Drug Discovery

 

Senior Debt
Matures June 2008
Interest rate 11.10%

  $ 2,587   2,568   2,568
   

Preferred Stock Warrants

    137   —  

Paratek Pharmaceuticals, Inc. (0.14%)

   

Preferred Stock

    550   550
             

Total Paratek Pharmaceuticals, Inc.

  3,255   3,118

Portola Pharmaceuticals, Inc. (3.80%)(4)

 

Drug Discovery

 

Senior Debt
Matures September 2010
Interest rate Prime + 1.75%

  $ 15,000   14,894   14,894
   

Preferred Stock Warrants

    152   351
             

Total Portola Pharmaceuticals, Inc.

  15,046   15,245

Sirtris Pharmaceuticals, Inc. (2.46%)(4)

 

Drug Discovery

 

Senior Debt
Matures April 2011
Interest rate 10.60%

  $ 9,079   9,022   9,022
   

Common Stock Warrants

    89   818

Sirtris Pharmaceuticals, Inc. (0.19%)

   

Common Stock

    500   776
             

Total Sirtris Pharmaceuticals, Inc.

  9,610   10,616
             

Total Drug Discovery (23.78%)

  93,198   95,294
             

E-band Communications, Inc. (0.50%)(6)

  Communications & Networking  

Preferred Stock

    2,000   2,000
             

Total E-Band Communications, Inc.

  2,000   2,000

IKANO Communications, Inc. (5.09%)(4)

  Communications & Networking  

Senior Debt
Matures March 2011
Interest rate 11.00%

  $ 19,983   19,983   19,983
   

Preferred Stock Warrants

    45   163
   

Preferred Stock Warrants

    72   256
             

Total IKANO Communications, Inc.

  20,101   20,402

Ping Identity Corporation (0.40%)(4)

  Communications & Networking  

Senior Debt
Matures June 2009
Interest rate 11.50%

  $ 1,630   1,608   1,608
   

Preferred Stock Warrants

    52   10
             

Total Ping Identity Corporation

  1,660   1,619

Purcell Systems, Inc. (2.33%)

  Communications & Networking  

Senior Debt
Matures June 2009
Interest rate Prime + 3.50%

  $ 2,224   3,126   3,126
   

Revolving Line of Credit
Matures June 2008
Interest rate Prime + 2.00%

  $ 7,000   6,000   6,000
   

Preferred Stock Warrants

    123   198
             

Total Purcell Systems, Inc.

  9,248   9,324

 

See notes to consolidated financial statements.

 

16


Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2007

(dollars in thousands)

 

Portfolio Company

 

Industry

 

Type of Investment(1)

  Principal
Amount
  Cost(2)   Value(3)

Rivulet Communications, Inc. (0.83%)(4)

  Communications & Networking  

Senior Debt
Matures September 2009
Interest rate 10.60%

  $ 3,500   3,272   3,272
   

Preferred Stock Warrants

    51   64

Rivulet Communications, Inc. (0.06%)

   

Preferred Stock

    250   250
             

Total Rivulet Communications, Inc.

  3,572   3,585

Seven Networks, Inc. (2.89%)(4)

  Communications & Networking  

Senior Debt
Matures April 2010
Interest rate Prime + 3.75%

  $ 9,419   9,291   9,291
   

Revolving Line of Credit
Matures April 2008
Interest rate Prime + 3.00%

  $ 2,000   2,000   2,000
   

Preferred Stock Warrants

    174   296
             

Total Seven Networks, Inc.

  11,465   11,587

Simpler Networks Corp. (1.01%)(4)

  Communications & Networking  

Senior Debt
Matures July 2009
Interest rate 11.75%

  $ 4,112   4,046   4,046
   

Preferred Stock Warrants

    160   —  

Simpler Networks Corp. (0.00%)

   

Preferred Stock

    500   —  
             

Total Simpler Networks Corp.

  4,706   4,046

Stoke, Inc. (0.57%)

  Communications & Networking  

Senior Debt
Matures August 2010
Interest rate 10.55%

  $ 2,250   2,204   2,204
   

Preferred Stock Warrants

    53   79
             

Total Stoke, Inc.

  2,257   2,283

Tectura Corporation (5.26%)(4)

  Communications & Networking  

Senior Debt
Matures March 2012
Interest rate LIBOR + 6.15%

  $ 9,051   9,007   9,007
   

Revolving Line of Credit
Matures March 2008
Interest rate LIBOR + 5.15%

  $ 12,000   12,000   12,000
   

Preferred Stock Warrants

    51   82
             

Total Tectura Corporation

  21,059   21,090

Teleflip, Inc. (0.25%)

  Communications & Networking  

Senior Debt
Matures May 2010
Interest rate Prime + 2.75%

  $ 1,000   992   992
   

Preferred Stock Warrants

    11   9
             

Total Teleflip, Inc.

  1,002   1,001

Wireless Channels, Inc. (3.02%)

  Communications & Networking  

Senior Debt -Second Lien
Matures April 2010
Interest rate 9.25%

  $ 11,949   1,719   1,719
   

Senior Debt -Second Lien
Matures April 2010
Interest rate Prime + 4.25%

  $ 10,118   10,118   10,118
   

Preferred Stock Warrants

    155   241
             

Total Wireless Channels, Inc.

  11,992   12,078

 

See notes to consolidated financial statements.

 

17


Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2007

(dollars in thousands)

 

Portfolio Company

 

Industry

 

Type of Investment(1)

  Principal
Amount
  Cost(2)   Value(3)

Zayo Bandwith, Inc. (6.24%)(4)

 

Communications

& Networking

 

Senior Debt -Second Lien
Matures April 2013
Interest rate Prime + 3.50%

  $ 25,000   25,000   25,000
        —     —  
             

Total Zayo Bandwith, Inc.

  25,000   25,000
             

Total Communications & Networking (28.45%)

  114,062   114,014
             

Atrenta, Inc. (0.98%)(4)

 

Software

 

Senior Debt
Matures June 2009
Interest rate 11.50%

  $ 3,680   3,638   3,638
   

Preferred Stock Warrants

    102   220
   

Preferred Stock Warrants

    34   72

Atrenta, Inc. (0.06%)

   

Preferred Stock

    250   250
             

Total Atrenta, Inc.

  4,024   4,181

Blurb, Inc. (0.63%)

 

Software

 

Senior Debt
Matures December 2009
Interest rate 9.55%

  $ 2,500   2,482   2,482
   

Preferred Stock Warrants

    25   43
             

Total Blurb, Inc.

  2,507   2,526

Bullhorn, Inc. (0.25%)(4)

 

Software

 

Senior Debt
Matures March 2010
Interest rate Prime + 3.75%

  $ 1,000   959   959
   

Preferred Stock Warrants

    43   41
             

Total Bullhorn, Inc.

  1,002   1,000

Cittio, Inc. (0.25%)

 

Software

 

Senior Debt
Matures April 2010
Interest rate 11.00%

  $ 1,000   1,000   1,000
             

Total Cittio, Inc.

  1,000   1,000

Compete, Inc. (0.63%)(4)

 

Software

 

Senior Debt
Matures March 2009
Interest rate Prime + 3.50%

  $ 2,409   2,384   2,384
   

Preferred Stock Warrants

    62   136
             

Total Compete, Inc.

  2,446   2,520

Forescout Technologies, Inc. (0.64%)(4)

 

Software

 

Senior Debt
Matures August 2009
Interest rate 11.15%

  $ 1,998   1,970   1,970
   

Revolving Line of Credit
Matures August 2007
Interest rate Prime + 1.49%

  $ 500   500   500
   

Preferred Stock Warrants

    58   76
             

Total Forescout Technologies, Inc.

  2,528   2,546

GameLogic, Inc. (0.74%)(4)

 

Software

 

Senior Debt
Matures December 2009
Interest rate Prime + 4.125%

  $ 3,000   2,887   2,887
   

Preferred Stock Warrants

    92   91
             

Total GameLogic, Inc.

  2,980   2,978

 

See notes to consolidated financial statements.

 

18


Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2007

(dollars in thousands)

 

Portfolio Company

 

Industry

 

Type of Investment(1)

  Principal
Amount
  Cost(2)   Value(3)

Gomez, Inc. (0.15%)(4)

 

Software

 

Senior Debt
Matures December 2007
Interest rate 12.25%

  $ 98   98   98
   

Preferred Stock Warrants

    35   512
             

Total Gomez, Inc.

  133   611

HighRoads, Inc. (0.01%)(4)

 

Software

 

Preferred Stock Warrants

    44   58
             

Total HighRoads, Inc.

  44   58

Intelliden, Inc. (0.60%)

 

Software

 

Senior Debt
Matures February 2010
Interest rate 13.20%

  $ 2,360   2,349   2,349
   

Preferred Stock Warrants

    18   60
             

Total Intelliden, Inc.

  2,367   2,409

Oatsystems, Inc. (1.08%)(4)

 

Software

 

Senior Debt
Matures September 2009
Interest rate 11.00%

  $ 4,374   4,336   4,336
   

Preferred Stock Warrants

    67   4
             

Total Oatsystems, Inc.

  4,403   4,340

Proficiency, Inc. (0.38%)(4)(6)

 

Software

 

Senior Debt
Matures July 2008
Interest rate 12.00%

  $ 1,500   1,497   1,497
   

Preferred Stock Warrants

    96   —  

Proficiency, Inc. (0.19%)

   

Preferred Stock

    2,750   750
             

Total Proficiency, Inc.

  4,343   2,247

PSS Systems, Inc. (0.89%)(4)

 

Software

 

Senior Debt
Matures March 2010
Interest rate 10.74%

  $ 3,500   3,463   3,463
   

Preferred Stock Warrants

    51   86
             

Total PSS Systems, Inc.

  3,514   3,549

Savvion, Inc. (1.62%)(4)

 

Software

 

Senior Debt
Matures March 2009
Interest rate Prime + 3.45%

  $ 1,268   1,268   1,268
   

Revolving Line of Credit
Matures March 2008
Interest rate Prime + 2.00%

  $ 3,000   3,000   3,000
   

Revolving Line of Credit
Matures March 2008
Interest rate Prime + 3.45%

  $ 1,985   1,985   1,985
   

Preferred Stock Warrants

    52   244
             

Total Savvion, Inc.

  6,305   6,496

Sportvision, Inc. (0.01%)

 

Software

 

Preferred Stock Warrants

    39   50
             

Total Sportvision, Inc.

  39   50

 

See notes to consolidated financial statements.

 

19


Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2007

(dollars in thousands)

 

Portfolio Company

 

Industry

 

Type of Investment(1)

  Principal
Amount
  Cost(2)   Value(3)

Talisma Corp. (0.11%)(4)

 

Software

 

Preferred Stock Warrants

    49   449
             

Total Talisma Corp.

  49   449

WildTangent, Inc. (0.50%)(4)

 

Software

 

Senior Debt
Matures March 2011
Interest rate 9.65%

  $ 2,000   1,766   1,766
   

Preferred Stock Warrants

    238   238
             

Total WildTangent, Inc.

  2,004   2,004
             

Total Software (9.72%)

  39,688   38,963
             

Agami Systems, Inc. (1.30%)(4)

 

Electronics &

Computer

Hardware

 

Senior Debt
Matures August 2009
Interest rate 11.00%

  $ 5,103   5,056   5,056
   

Preferred Stock Warrants

    86   137
             

Total Agami Systems, Inc.

  5,141   5,193

Luminus Devices, Inc. (2.95%)(4)

 

Electronics &

Computer

Hardware

 

Senior Debt
Matures August 2009
Interest rate 12.50%

  $ 15,115   11,318   11,318
   

Preferred Stock Warrants

    183   113
   

Preferred Stock Warrants

    84   61
   

Preferred Stock Warrants

    334   334
             

Total Luminus Devices, Inc.

  11,919   11,826

Maxvision Holding, LLC. (2.87%)(4)

 

Electronics &

Computer

Hardware

 

Senior Debt
Matures May 2012
Interest rate Prime + 5.50%

  $ 5,012   5,012   5,012
   

Senior Debt
Matures May 2012
Interest rate Prime + 2.25%

  $ 5,500   5,000   5,000
   

Revolving Line of Credit
Matures September 2012
Interest rate Prime +2.25%

  $ 972   1,472   1,472
             

Total Maxvision Holding, LLC

  11,484   11,484

NetEffect, Inc. (0.61%)

 

Electronics &

Computer

Hardware

 

Senior Debt
Matures May 2010
Interest rate 11.95%

  $ 2,431   2,396   2,396
   

Preferred Stock Warrants

    44   50
             

Total NetEffect, Inc.

  2,440   2,446

Shocking Technologies, Inc. (0.02%)

 

Electronics &

Computer

Hardware

 

Preferred Stock Warrants

    63   63
             

Total Shocking Technologies, Inc.

  63   63

 

See notes to consolidated financial statements.

 

20


Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2007

(dollars in thousands)

 

Portfolio Company

 

Industry

 

Type of Investment(1)

  Principal
Amount
  Cost(2)   Value(3)

SiCortex, Inc. (2.52%)

 

Electronics &

Computer

Hardware

 

Senior Debt
Matures December 2010
Interest rate 10.95%

  $ 10,000   9,861   9,861
   

Preferred Stock Warrants

    164   230
             

Total SiCortex, Inc.

  10,025   10,091

Spatial Photonics, Inc. (0.93%)(4)

 

Electronics &

Computer

Hardware

 

Senior Debt
Matures May 2011
Interest rate 10.75%

  $ 3,751   3,623   3,623
   

Preferred Stock Warrants

    130   126

Spatial Photonics, Inc. (0.12%)

   

Preferred Stock

    500   500
             

Total Spatial Photonics Inc.

  4,253   4,249

VeriWave, Inc. (1.35%)

 

Electronics &

Computer

Hardware

 

Senior Debt
Matures May 2010
Interest rate 10.75%

  $ 4,250   5,340   5,340
   

Preferred Stock Warrants

    54   85
             

Total VeriWave, Inc.

  5,394   5,425

ViDeOnline Communications, Inc. (0.04%)(4)

 

Electronics &

Computer

Hardware

 

Preferred Stock Warrants

    298   176
             

Total ViDeOnline Communications, Inc.

  298   176
             

Total Electronics & Computer Hardware (12.71%)

  51,017   50,953
             

Aegerion Pharmaceuticals, Inc. (2.48%)(4)

 

Specialty

Pharmaceuticals

 

Senior Debt
Matures August 2010
Interest rate Prime + 2.50%

  $ 9,735   9,682   9,682
   

Preferred Stock Warrants

    69   243

Aegerion Pharmaceuticals, Inc. (0.25%)

   

Preferred Stock

    1,000   1,000
             

Total Aegerion Pharmaceuticals, Inc.

  10,752   10,925

Panacos Pharmaceuticals, Inc. (4.84%)(4)

 

Specialty

Pharmaceuticals

 

Senior Debt
Matures January 2011
Interest rate 11.20%

  $ 20,000   19,270   19,270
   

Common Stock Warrants

    876   137

Panacos Pharmaceuticals, Inc. (0.04%)

   

Common Stock

    410   158
             

Total Panacos Pharmaceuticals, Inc.

  20,556   19,564

Quatrx Pharmaceuticals Company (3.60%)(4)

 

Specialty

Pharmaceuticals

 

Senior Debt
Matures January 2010
Interest rate Prime + 3.00%

  $ 14,324   14,214   14,214
   

Preferred Stock Warrants

    220   193

Quatrx Pharmaceuticals Company (0.19%)

   

Preferred Stock

    750   750
             

Total Quatrx Pharmaceuticals Company

  15,184   15,157
             

Total Specialty Pharmaceuticals (11.40%)

  46,492   45,646
             

 

See notes to consolidated financial statements.

 

21


Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2007

(dollars in thousands)

 

Portfolio Company

 

Industry

 

Type of Investment(1)

  Principal
Amount
  Cost(2)   Value(3)

BabyUniverse, Inc. (0.05%)(4)

 

Consumer &

Business

Products

 

Common Stock

    267   219
             

Total BabyUniverse, Inc.

  267   219

Market Force Information, Inc. (0.34%)(4)

 

Consumer &

Business

Products

 

Senior Debt
Matures May 2009
Interest rate 10.45%

  $ 1,294   1,284   1,284
   

Preferred Stock Warrants

    24   92

Market Force Information, Inc. (0.12%)

   

Preferred Stock

    500   500
             

Total Market Force Information, Inc.

  1,807   1,875

Wageworks, Inc. (0.12%)(4)

 

Consumer &

Business

Products

 

Preferred Stock Warrants

    252   513

Wageworks, Inc. (0.05%)

   

Preferred Stock

    250   209
             

Total Wageworks, Inc.

  502   722
             

Total Consumer & Business Products (0.70%)

  2,576   2,817
             

Ageia Technologies, Inc. (1.25%)(4)

  Semiconductors  

Senior Debt
Matures August 2008
Interest rate 10.25%

  $ 5,047   4,904   4,904
   

Convertible Debt

    124   124
   

Preferred Stock Warrants

    99   —  

Ageia Technologies, Inc. (0.00%)

   

Preferred Stock

    500   —  
             

Total Ageia Technologies

  5,627   5,028

Custom One Design, Inc. (0.26%)

  Semiconductors  

Senior Debt
Matures September 2010
Interest rate 11.50%

  $ 1,000   984   984
   

Common Stock Warrants

    18   43
             

Total Custom One Design, Inc.

  1,002   1,027

iWatt Inc. (1.19%)(4)

 

Semiconductors

 

Senior Debt
Matures September 2009
Interest rate Prime + 2.75%

  $ 1,457   1,382   1,382
   

Revolving Line of Credit
Matures September 2007
Interest rate Prime + 1.75%

  $ 3,235   3,235   3,235
   

Preferred Stock Warrants

    46   100
   

Preferred Stock Warrants

    51   51
             

Total iWatt Inc.

  4,714   4,769

 

See notes to consolidated financial statements.

 

22


Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2007

(dollars in thousands)

 

Portfolio Company

 

Industry

 

Type of Investment(1)

  Principal
 Amount 
  Cost(2)   Value(3)

NEXX Systems, Inc. (3.26%)(4)

 

Semiconductors

 

Senior Debt
Matures February 2010
Interest rate Prime + 2.75%

  $ 4,557   4,438   4,438
   

Revolving Line of Credit
Matures December 2009
Interest rate Prime + 1.75%

  $ 5,000   5,000   5,000
   

Revolving Line of Credit
Matures December 2009
Interest rate Prime + 3.75%

  $ 3,000   3,000   3,000
   

Preferred Stock Warrants

    165   623
             

Total NEXX Systems, Inc.

  12,602   13,061

Quartics, Inc. (0.09%)(4)

 

Semiconductors

 

Senior Debt
Matures August 2010
Interest rate 11.05%

  $ 300   254   254
   

Preferred Stock Warrants

    53   114
             

Total Quartics, Inc.

  307   369

Solarflare Communications, Inc. (0.19%)

 

Semiconductors

 

Senior Debt
Matures August 2010
Interest rate 11.75%

  $ 625   553   553
   

Preferred Stock Warrants

    83   194

Solarflare Communications, Inc. (0.12%)

   

Preferred Stock

    500   500
             

Total Solarflare Communications, Inc.

  1,137   1,247
             

Total Semiconductors (6.36%)

  25,390   25,501
             

Labopharm USA, Inc. (3.74%)(4)(5)

 

Drug Delivery

 

Senior Debt
Matures July 2008
Interest rate 11.95%

  $ 15,000   14,547   14,547
   

Preferred Stock Warrants

    458   454
             

Total Labopharm USA, Inc.

  15,006   15,001

Transcept Pharmaceuticals, Inc. (1.80%)(4)

 

Drug Delivery

 

Senior Debt
Matures October 2009
Interest rate 10.69%

  $ 6,993   6,944   6,944
   

Preferred Stock Warrants

    36   107
   

Preferred Stock Warrants

    51   173

Transcept Pharmaceuticals, Inc. (0.13%)

   

Preferred Stock

    500   500
             

Total Transcept Pharmaceuticals, Inc.

  7,530   7,724
             

Total Drug Delivery (5.67%)

  22,536   22,725
             

BARRX Medical, Inc. (0.19%)

 

Therapeutic

 

Preferred Stock

    1,500   758
             

Total BARRX Medical, Inc.

  1,500   758

 

See notes to consolidated financial statements.

 

23


Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2007

(dollars in thousands)

 

Portfolio Company

 

Industry

 

Type of Investment(1)

  Principal
Amount
  Cost(2)   Value(3)

EKOS Corporation (1.28%)

 

Therapeutic

 

Senior Debt
Matures November 2010
Interest rate Prime + 2.00%

  $ 5,000   4,707   4,707
   

Preferred Stock Warrants

    175   282
   

Preferred Stock Warrants

    153   150
             

Total EKOS Corporation

  5,035   5,139

Gynesonics, Inc. (0.01%)(4)

  Therapeutic  

Preferred Stock Warrants

    18   40

Gynesonics, Inc. (0.06%)

   

Preferred Stock

    250   250
             

Total Gynesonics, Inc.

  268   290

Novasys Medical, Inc. (1.65%)(4)

  Therapeutic  

Senior Debt
Matures January 2010
Interest rate 9.70%

  $ 6,609   6,609   6,609
             

Total Novasys Medical, Inc.

  6,609   6,609

Power Medical Interventions, Inc. (0.02%)

  Therapeutic  

Common Stock Warrants

    21   58
             

Total Power Medical Interventions, Inc.

  21   58
             

Total Therapeutic (3.21%)

  13,432   12,853
             

Invoke Solutions, Inc. (0.56%)(4)

 

Internet

Consumer

& Business

 

Senior Debt
Matures December 2008
Interest rate 11.25%

  $ 2,187   2,155   2,155
 

Services

 

Preferred Stock Warrants

    56   73
   

Preferred Stock Warrants

    11   10
             

Total Invoke Solutions, Inc.

  2,222   2,239

Prism Education Group Inc. (0.51%)

 

Internet

Consumer

& Business

 

Senior Debt
Matures December 2010
Interest rate 11.25%

  $ 2,000   1,964   1,964
  Services  

Preferred Stock Warrants

    43   66
             

Total Prism Education Group Inc.

  2,007   2,030

RazorGator Interactive Group, Inc. (1.17%)(4)

 

Internet

Consumer

& Business

 

Senior Debt
Matures January 2008
Interest rate 9.95%

  $ 1,134   1,119   1,119
  Services  

Preferred Stock Warrants

    13   3,203
   

Preferred Stock Warrants

    28   362

RazorGator Interactive Group, Inc. (1.23%)

   

Preferred Stock

    1,000   4,935
             

Total RazorGator Interactive Group, Inc.

  2,160   9,619

 

See notes to consolidated financial statements.

 

24


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HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2007

(dollars in thousands)

 

Portfolio Company

 

Industry

 

Type of Investment(1)

  Principal
Amount
  Cost(2)   Value(3)

Serious USA, Inc. (0.75%)

  Internet Consumer & Business Services  

Senior Debt
Matures February 2011
Interest rate Prime + 3.00%

  $ 2,450   2,370   2,370
   

Revolving Line of Credit
Matures July 2008
Interest rate Prime + 2.00%

  $ 654   654   654
   

Preferred Stock Warrants

    93   5
             

Total Serious USA, Inc.

  3,118   3,029
             

Total Internet Consumer & Business Services (4.22%)

  9,507   16,918
             

Lilliputian Systems, Inc. (1.75%)(4)

  Energy  

Senior Debt
Matures March 2010
Interest rate 9.75%

  $ 6,956   6,931   6,931
   

Preferred Stock Warrants

    48   85
             

Total Lilliputian Systems, Inc.

  6,979   7,016
             

Total Energy (1.75%)

  6,979   7,016
             

Active Response Group, Inc. (2.50%)

  Information Services  

Senior Debt
Matures March 2012
Interest rate LIBOR + 6.55%

  $ 10,000   9,885   9,885
   

Preferred Stock Warrants

    92   83
   

Common Stock Warrants

    46   60
             

Total Active Response Group, Inc.

  10,023   10,028

Buzznet, Inc. (0.25%)

  Information Services  

Senior Debt
Matures March 2010
Interest rate 10.25%

  $ 914   908   908
   

Preferred Stock Warrants

    9   86

Buzznet, Inc. (0.06%)

   

Preferred Stock

    250   250
             

Total Buzznet, Inc.

  1,167   1,244

hi5 Networks, Inc. (1.00%)

  Information Services  

Senior Debt
Matures March 2011
Interest rate Prime + 2.5%

  $ 3,000   2,789   2,789
   

Revolving Line of Credit
Matures June 2011
Interest rate 7.75%

    1,000   1,000
   

Preferred Stock Warrants

    213   214
             

Total hi5 Networks, Inc.

  4,002   4,003

Jab Wireless, Inc. (0.78%)

  Information Services  

Senior Debt
Matures March 2012

     
   

Interest rate 10.75%

  $ 3,097   2,834   2,834
   

Preferred Stock Warrants

    265   266
             

Total Jab Wireless, Inc.

  3,098   3,099

 

See notes to consolidated financial statements.

 

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Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2007

(dollars in thousands)

 

Portfolio Company

 

Industry

 

Type of Investment(1)

  Principal
Amount
  Cost(2)   Value(3)

Solutionary, Inc. (1.78%)

 

Information Services

 

Senior Debt
Matures June 2010
Interest rate LIBOR + 5.50%

  $ 5,528   5,454   5,454
   

Revolving Line of Credit
Matures June 2010
Interest rate LIBOR + 5.00%

  $ 1,505   1,505   1,505
   

Preferred Stock Warrants

    94   150
   

Preferred Stock Warrants

    2   4

Solutionary, Inc. (0.06%)

   

Preferred Stock

    250   250
             

Total Solutionary, Inc.

  7,305   7,364

The Generation Networks, Inc. (4.12%)

 

Information Services

 

Senior Debt
Matures March 2012
Interest rate Prime + 4.50%

  $ 16,500   16,500   16,500

The Generation Networks, Inc. (0.12%)

   

Preferred Stock

    500   500
             

Total The Generation Networks, Inc.

  17,000   17,000

Wallop Technologies, Inc. (0.06%)

 

Information Services

 

Senior Debt
Matures March 2010
Interest rate 10.00%

  $ 223   218   218
   

Preferred Stock Warrants

    7   9
             

Total Wallop Technologies, Inc.

  225   226

Zeta Interactive Corporation (3.74%)(4)

 

Information Services

 

Senior Debt
Matures November 2011
Interest rate Prime +2.00%

  $ 15,000   6,828   6,828
   

Senior Debt
Matures November 2011
Interest rate Prime +3.00%

    8,000   8,000
   

Preferred Stock Warrants

    172   171

Zeta Interactive Corporation (0.12%)

   

Preferred Stock

    500   500
             

Total Zeta Interactive Corporation

  15,500   15,499
             

Total Information Services (14.59%)

  58,320   58,464
             

Novadaq Technologies, Inc. (0.32%)

 

Diagnostic

 

Common Stock

    1,626   1,284
             

Total Novadaq Technologies, Inc.

  1,626   1,284

Optiscan Biomedical, Corp. (0.08%)(4)

 

Diagnostic

 

Senior Debt
Matures March 2008
Interest rate 15.00%

  $ 271   263   263
   

Preferred Stock Warrants

    80   47

Optiscan Biomedical, Corp. (0.18%)

   

Preferred Stock

    1,000   722
             

Total Optiscan Biomedical, Corp.

  1,344   1,032
             

Total Diagnostic (0.58%)

  2,969   2,316
             

 

See notes to consolidated financial statements.

 

26


Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2007

(dollars in thousands)

 

Portfolio Company

 

Industry

 

Type of Investment(1)

  Principal
Amount
  Cost(2)   Value(3)

Guava Technologies, Inc. (1.77%)(4)

  Biotechnology Tools  

Senior Debt
Matures July 2009
Interest rate Prime + 3.25%

  $ 4,076   4,790   4,790
   

Convertible Debt

    250   250
   

Revolving Line of Credit
Matures December 2007
Interest rate Prime + 2.00%

  $ 2,598   1,778   1,778
   

Preferred Stock Warrants

    105   200
   

Preferred Stock Warrants

    68   93
             

Total Guava Technologies, Inc.

  6,992   7,111

NuGEN Technologies, Inc. (0.53%)

  Biotechnology Tools  

Senior Debt
Matures March 2010
Interest rate 11.70%

  $ 1,884   1,819   1,819
   

Preferred Stock Warrants

    45   253
   

Preferred Stock Warrants

    33   32

NuGEN Technologies, Inc. (0.12%)

   

Preferred Stock

    500   500
             

Total NuGEN Technologies, Inc.

  2,396   2,603
             

Total Biotechnology Tools (2.42%)

  9,388   9,714
             

Rubicon Technology Inc. (0.69%)(4)

  Advanced Specialty Materials & Chemicals  

Preferred Stock Warrants

    82   2,764
             

Total Rubicon Technology Inc.

  82   2,764
             

Total Advanced Specialty Materials & Chemicals (0.69%)

  82   2,764
             

Crux Biomedical, Inc. (0.15%)

  Surgical Devices  

Senior Debt
Matures December 2010
Interest rate Prime + 3.375%

  $ 600   565   565
   

Preferred Stock Warrants

    37   36

Crux Biomedical, Inc. (0.06%)

   

Preferred Stock

    250   250
             

Total Crux Biomedical, Inc.

  851   851

Diomed Holdings, Inc. (1.49%)(4)

  Surgical Devices  

Senior Debt
Matures July 2010
Interest rate Prime + 3.00%

  $ 6,000   5,962   5,962
   

Common Stock Warrants

    43   8
             

Total Diomed Holdings, Inc.

  6,005   5,970

Light Science Oncology, Inc. (2.50%)

  Surgical Devices  

Senior Debt
Matures July 2011
Interest rate 11.20%

  $ 10,000   9,605   9,605
   

Preferred Stock Warrants

    395   394
             

Total Light Science Oncology, Inc.

  10,000   10,000
             

Total Surgical Devices (4.20%)

  16,857   16,820
             

 

See notes to consolidated financial statements.

 

27


Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2007

(dollars in thousands)

 

Portfolio Company

 

Industry

 

Type of Investment(1)

  Principal
Amount
  Cost(2)   Value(3)

Waterfront Media Inc. (1.54%)(4)

 

Media/Content/

Info

 

Senior Debt
Matures December 2010
Interest rate Prime + 3.00%

  $ 3,941     3,898     3,898
   

Revolving Line of Credit
Matures March 2008
Interest rate Prime + 1.25%

  $ 2,000     2,000     2,000
   

Preferred Stock Warrants

      60     294

Waterfront Media Inc. (0.25%)

   

Preferred Stock

      1,000     1,000
                 

Total Waterfront Media Inc.

    6,958     7,193
                 

Total Media/Content/Info (1.79%)

    6,958     7,193
                 

Total Investments (132.24%)

  $ 519,450   $ 529,972
                 

 

* Value as a percent of net assets
(1) Preferred and common stock, warrants, and equity interests are generally non-income producing.
(2) Gross unrealized appreciation, gross unrealized depreciation, and net appreciation for federal income tax purposes totaled $18,555, $8,033 and $10,522, respectively.
(3) Except for warrants in ten publicly traded companies and common stock in four publicly traded companies, all investments are restricted at December 31, 2007 and were valued at fair value as determined in good faith by the Board of Directors. No unrestricted securities of the same issuer are outstanding. The Company uses the Standard Industrial Code for classifying the industry grouping of its portfolio companies.
(4) Debt and warrant investments of this portfolio company have been pledged as collateral under the Credit Facility. Citigroup has an equity participation right on loans collateralized under the Credit Facility. The value of their participation right on unrealized gains in the related equity investments was approximately $690,000 at December 31, 2007 and is included in accrued liabilities and reduces the unrealized gain recognized by the Company at December 31, 2007.
(5) Non-U.S. company or the company’s principal place of business is outside the United States.
(6) Affiliate investment that is defined under the Investment Company Act of 1940 as companies in which HTGC owns as least 5% but not more than 25% of the voting securities of the company. All other investments are less than 5% owned.

 

See notes to consolidated financial statements.

 

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Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(unaudited)

(in thousands, except per share data)

 

     Three Months Ended
March 31,
     2008     2007

Investment income:

    

Interest

   $ 14,239     $ 9,036

Fees

     1,361       643
              

Total investment income

     15,600       9,679

Operating expenses:

    

Interest

     1,851       686

Loan fees

     382       266

General and administrative

     1,241       1,308

Employee Compensation:

    

Compensation and benefits

     2,799       1,940

Stock-based compensation

     327       254
              

Total employee compensation

     3,126       2,194
              

Total operating expenses

     6,600       4,454

Net investment income

     9,000       5,225

Net realized gain on investments

     2,958       290

Net (decrease) increase in unrealized appreciation on investments

     (921 )     816
              

Net realized and unrealized gain

     2,037       1,106
              

Net increase in net assets resulting from operations

   $ 11,037     $ 6,331
              

Net investment income before investment gains and losses per common share:

    

Basic

   $ 0.28     $ 0.23
              

Diluted

   $ 0.28     $ 0.23
              

Change in net assets per common share:

    

Basic

   $ 0.34     $ 0.28
              

Diluted

   $ 0.34     $ 0.27
              

Weighted average shares outstanding

    

Basic

     32,629       22,871
              

Diluted

     32,639       23,120
              

See notes to consolidated financial statements (unaudited).

 

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Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS

(unaudited)

(in thousands)

 

    Common Stock   Capital in
excess of
par value
  Deferred Stock
Compensation
    Unrealized
Appreciation

on Investments
    Accumulated
Realized Gains

(Losses)
on Investments
    Distributions
in Excess of

Investment
Income
    Provision for
Income Taxes
on Investment

Gains
    Net
Assets
 
    Shares   Par Value              

Balance at December 31, 2006

  21,927   $ 22   $ 257,235   $ —       $ 2,861     ($ 1,972 )   ($ 2,733 )   $ —       $ 255,413  

Net increase net assets resulting from operations

  —       —       —       —         816       290       5,225       —         6,331  

Issuance of common stock

  12     —       166     —         —         —         —         —         166  

Issuance of common stock in public offering overallotment exercise

  840     1     10,851     —         —         —         —         —         10,852  

Issuance of common stock from warrant exercises

  256     —       2,707     —         —         —         —         —         2,707  

Issuance of common stock under dividend reinvestment plan

  56     —       783     —         —         —         —         —         783  

Dividends declared

  —       —       —       —         —         —         (6,895 )     —         (6,895 )

Conversion to a regulated investment company and other tax items

  —       —       —       —         —         —         —         —         —    

Stock-based compensation

  —       —       254     —         —         —         —         —         254  
                                                               

Balance at March 31, 2007

  23,091   $ 23   $ 271,996   $ —       $ 3,677     ($ 1682 )   ($ 4403 )   $ —       $ 269,611  
                                                               

Balance at December 31, 2007

  32,541   $ 33   $ 393,530   ($ 78 )   $ 10,129     $ 819     ($ 3,557 )   ($ 139 )   $ 400,737  

Net increase in net assets resulting from operations

  —       —       —       —         (921 )     2,958       9,000       —         11,037  

Issuance of common stock

  2     —       21     —         —         —         —         —         21  

Issuance of common stock under dividend reinvestment plan

  —       —       —       —         —         —         —         —         —    

Issuance of common stock under restricted stock plan

  225     —       2,745     (2,745 )     —         —         —         —         —    

Dividends declared

  —       —       —       —         —         —         (9,763 )     —         (9,763 )

Stock-based compensation

  —       —       327     75       —         —         —         —         402  
                                                               

Balance at March 31, 2008

  32,768   $ 33   $ 396,623   ($ 2748 )   $ 9,208     $ 3,777     ($ 4320 )   ($ 139 )   $ 402,434  
                                                               

See notes to consolidated financial statements (unaudited).

 

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Table of Contents

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)

(in thousands)

 

     Three Months Ended March 31,  
     2008     2007  

Cash flows from operating activities:

    

Net increase in net assets resulting from operations

   $ 11,037     $ 6,331  

Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:

    

Purchase of investments

     (49,791 )     (80,231 )

Principal payments received on investments

     48,875       21,898  

Proceeds from sale of investments

     3,757       873  

Net unrealized appreciation (depreciation) on investments

     578       (871 )

Net unrealized appreciation on investments due to lender

     343       55  

Net realized gain on investments

     (2,958 )     (290 )

Warrant values for loans not funded

     —         (139 )

Accretion of paid-in-kind principal

     (184 )     —    

Accretion of loan discounts

     (1,012 )     (474 )

Accretion of loan exit fees

     (3 )     (283 )

Depreciation

     60       47  

Stock-based compensation

     327       254  

Amortization of restricted stock

     74       —    

Common stock issued in lieu of director compensation

     21       166  

Amortization of deferred loan origination revenue

     (1,042 )     (662 )

Change in operating assets and liabilities:

    

Interest receivable

     (443 )     (786 )

Prepaid expenses and other assets

     117       (751 )

Income tax receivable

     —         29  

Accounts payable

     (174 )     575  

Income tax payable

     (132 )     —    

Accrued liabilities

     (3,489 )     (1,714 )

Deferred loan origination revenue

     1,418       1,524  
                

Net cash provided by (used in) operating activities

     7,379       (54,449 )

Cash flows from investing activities:

    

Purchases of capital equipment

     (247 )     (87 )

Other long-term assets

     —         173  
                

Net cash provided by (used in) investing activities

     (247 )     86  

Cash flows from financing activities:

    

Proceeds from issuance of common stock, net

     —         13,560  

Dividends paid

     (9,763 )     (6,113 )

Borrowings of credit facilities

     33,700       87,000  

Repayments of credit facilities

     (25,000 )     (15,000 )

Fees paid for credit facilities and debentures

     (121 )     —    
                

Net cash provided by (used in) financing activities

     (1,184 )     79,447  

Net increase in cash

     5,948       25,084  

Cash and cash equivalents at beginning of period

     7,856       16,404  
                

Cash and cash equivalents at end of period

   $ 13,804     $ 41,488  
                

See notes to consolidated financial statements (unaudited).

 

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HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Description of Business and Unaudited Interim Consolidated Financial Statements Basis of Presentation

Hercules Technology Growth Capital, Inc. (the “Company”) is a specialty finance company that provides debt and equity growth capital to technology-related and life-science companies at all stages of development from seed and emerging growth to expansion and established stages of development, including expanding into select publicly listed companies and lower middle market companies. The Company sources its investments through its principal office located in Silicon Valley, as well as through its additional offices in the Boston, Massachusetts, Boulder, Colorado, Chicago, Illinois, San Diego, California and Columbus, Ohio areas. The Company was incorporated under the General Corporation Law of the State of Maryland in December 2003. The Company commenced operations on February 2, 2004 and commenced investment activities in September 2004.

The Company is an internally managed, non-diversified closed-end investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). From incorporation through December 31, 2005, the Company was taxed as a corporation under Subchapter C of the Internal Revenue Code of 1986, (the “Code”). Effective January 1, 2006, the Company has elected to be treated for tax purposes as a regulated investment company, or RIC, under the Code (see Note 4).

The Company formed Hercules Technology II, L.P. (“HT II”), which was licensed on September 27, 2006, to operate as a Small Business Investment Company (“SBIC”) under the authority of the Small Business Administration (“SBA”). As an SBIC, the Fund is subject to a variety of regulations concerning, among other things, the size and nature of the companies in which it may invest and the structure of those investments. The Company also formed Hercules Technology SBIC Management, LLC (“HTM”), a limited liability company. HTM is a wholly-owned subsidiary of the Company. The Company is the sole limited partner of HT II and HTM is the general partner (see Note 3).

In December 2006, the Company established Hydra Management LLC and Hydra Management Co. Inc., a general partner and investment management group, respectively, should it determine in the future to pursue a relationship with an externally managed fund. These entities are currently inactive.

The consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. The accompanying consolidated interim financial statements are presented in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X under the Securities Act of 1933 and the Securities Exchange Act of 1934. Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments consisting solely of normal recurring accruals considered necessary for the fair presentation of consolidated financial statements for the interim period, have been included. The current period’s results of operations are not necessarily indicative of results that ultimately may be achieved for the year. Therefore, the interim unaudited consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto for the period ended December 31, 2007. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

2. Investments

All investments are recorded at fair value with any changes in fair value recognized in the statement of consolidated operations as net increase (decrease) in unrealized appreciation. Value is defined in Section 2(a)(41) of the 1940 Act, as (i) the market price for those securities for which a market quotation is readily available and (ii) for all other securities and assets, fair value is as determined in good faith by the Board of Directors. Because the Company invests primarily in structured mezzanine debt investments (“debt”) and equity growth capital (“equity”) of privately-held technology-related and life-science companies backed by leading venture capital and private equity firms, the Company values substantially all of its investments at fair value, as determined in good faith by the Board of Directors in accordance with established valuation policies and consistently applied procedures and the recommendations of the Valuation Committee of the Board of Directors. At March 31, 2008, approximately 97% of the Company’s total assets represented investments in portfolio companies of which greater than 99% are valued at fair value by the Board of Directors.

 

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Estimating fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment. The Company determines fair value to be the amount for which an investment could be exchanged in a current sale, which assumes an orderly disposition over a reasonable period of time between willing parties other than in a forced or liquidation sale. The Company’s valuation policy considers the fact that no ready market exists for substantially all of the securities in which it invests. Fair value established in good faith by the Board of Directors may differ significantly from the values that would have been used had a ready market for the securities existed, and the differences could be material. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.

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

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

An unrealized loss is recorded when an investment has decreased in value, including: where collection of a loan is doubtful, there is an adverse change in the underlying collateral or operational performance, there is a change in the borrower’s ability to pay, or there are other factors that lead to a determination of a lower valuation for the debt or equity security. Conversely, unrealized appreciation is recorded when the investment has appreciated in value. Securities that are traded in the over the counter markets or on a stock exchange will be valued at the prevailing bid price at period end. The Board of Directors estimates the fair value of warrants and other equity-related securities in good faith using a Black-Scholes pricing model and consideration of the issuer’s earnings, sales to third parties of similar securities, the comparison to publicly traded securities, and other factors.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value, outlines a fair value hierarchy based on inputs used to measure fair value and enhances disclosure requirements for fair value measurements. SFAS 157 does not change existing guidance as to whether an instrument is carried at fair value. The Company adopted SFAS 157 for the quarter ending March 31, 2008. SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The Company has categorized all investments recorded at fair value in accordance with SFAS 157 based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, defined by SFAS 157 and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

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

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

Level 3 — Inputs reflect management’s best estimate of what market participants would use in pricing the asset at the measurement date. It includes prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. Generally, assets carried at fair value and included in this category are the debt investments and warrants held in a private company. For loan and debt securities, the Company has performed a yield analysis assuming a hypothetical current sale of the security. The yield analysis considers changes in interest rates and changes in leverage levels of the portfolio company as compared to the market interest rates and leverage levels. Assuming the credit quality of the portfolio company remains stable, the Company will use the value determined by the yield analysis as the fair value for that security.

The Company will record unrealized depreciation on investments when it determines that the fair value of a security is less than its cost basis, and will record unrealized appreciation when it determines that the fair value is greater than its cost basis.

 

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Investments measured at fair value on a recurring basis are categorized in the tables below based upon the lowest level of significant input to the valuations:

 

     Assets at Fair Value as of March 31, 2008

(in thousands)

Description

   3/31/2008    Quoted Prices In
Active Markets For
Idendtial Assets
(Level 1)
   Significant Other
Observable Inputs
(Level 2)
   Significant
Unobservable Inputs
(Level 3)

Senior secured debt

   $ 468,140    $ —      $ —      $ 468,140

Senior debt-second lien

     11,717      —        —        11,717

Preferred stock

     24,546      —        —        24,546

Common stock

     2,000      2,000      —        —  

Warrants

     24,360      —        2,999      21,361
                           
   $ 530,763    $ 2,000    $ 2,999    $ 525,764
                           

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

At March 31, 2008 and December 31, 2007, the Company had investments in two portfolio companies deemed to be Affiliates. One investment is a non income producing equity investment and one portfolio company became an Affiliate on December 17, 2007 upon a restructure of the company. Income derived from these investments was less than $38,000 since these investments became Affiliates.

Security transactions are recorded on the trade-date basis.

A summary of the composition of the Company’s investment portfolio as of March 31, 2008 and December 31, 2007 at fair value is shown as follows:

 

     March 31, 2008     December 31, 2007  
(in thousands)    Investments at Fair
Value
   Percentage of Total
Portfolio
    Investments at Fair
Value
   Percentage of Total
Portfolio
 

Senior debt with warrants

   $ 432,038    81.4 %   $ 429,760    81.1 %

Senior debt

     59,700    11.2 %     61,483    11.6 %

Preferred stock

     24,546    4.6 %     23,265    4.4 %

Senior debt-second lien with warrants

     12,057    2.3 %     12,078    2.3 %

Common Stock

     2,000    0.4 %     2,938    0.5 %

Subordinated debt with warrants

     422    0.1 %     448    0.1 %
                          
   $ 530,763    100.0 %   $ 529,972    100.0 %
                          

A Summary of the Company’s investment portfolio, at value, by geographic location is as follows:

 

     March 31, 2008     December 31, 2007  
(in thousands)    Investments at Fair
Value
   Percentage of Total
Portfolio
    Investments at Fair
Value
   Percentage of Total
Portfolio
 

United States

   $ 501,439    94.5. %   $ 512,724    96.8 %

Canada

     15,950    3.0 %     15,001    2.8 %

Israel

     13,374    2.5 %     2,247    0.4 %
                          
   $ 530,763    100.0 %   $ 529,972    100.0 %
                          

 

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The following table shows the fair value of our portfolio by industry sector at March 31, 2008 and December 31, 2007 (excluding unearned income):

 

     March 31, 2008     December 31, 2007  
(in thousands)    Investments at Fair
Value
   Percentage of Total
Portfolio
    Investments at Fair
Value
   Percentage of Total
Portfolio
 

Communications & networking

   $ 116,477    21.9 %   $ 114,014    21.5 %

Drug discovery

     90,092    17.0 %     95,294    18.0 %

Information services

     65,038    12.3 %     58,464    11.0 %

Electronics & computer hardware

     50,192    9.5 %     50,953    9.6 %

Specialty pharmaceuticals

     43,651    8.2 %     45,646    8.6 %

Software

     34,705    6.5 %     38,963    7.4 %

Semiconductors

     24,214    4.6 %     25,501    4.8 %

Drug delivery

     22,806    4.3 %     22,725    4.3 %

Biotechnology tools

     19,095    3.6 %     9,714    1.8 %

Internet consumer & business services

     17,181    3.2 %     16,918    3.2 %

Therapeutic

     13,572    2.6 %     12,853    2.4 %

Media/Content/Info

     12,132    2.3 %     7,193    1.4 %

Surgical Devices

     7,748    1.5 %     16,821    3.2 %

Energy

     6,573    1.2 %     7,016    1.3 %

Consumer & business products

     5,471    1.0 %     2,817    0.5 %

Diagnostic

     1,816    0.3 %     2,316    0.5 %

Advanced Specialty Materials & Chemicals

     —      0.0 %     2,764    0.5 %
                          
   $ 530,763    100.0 %   $ 529,972    100.0 %
                          

During the three-month period ended March 31, 2008, the Company made investments in debt securities totaling approximately $49.1 million and made investments in equity securities of approximately $700,000.

During the three-month period ended March 31, 2008, the Company realized gains of approximately $3.1 million from the sale of common stock of one advanced specialty materials and chemicals company and approximately $400,000 from the acquisition of one software company and one medical device and equipment company. The Company recognized realized losses in the first quarter of 2008 of approximately $566,000 on the acquisition of one semiconductor company.

During the quarter ended March 31, 2008, the Company revised the marketability discount it applies to its private company warrants. As a result of the revision to the discounts applied to the warrants, it recognized an unrealized gain of approximately $5.3 million during the quarter representing an increase to net assets from operations of approximately $0.16 per share.

Loan origination and commitment fees received in full at the inception of a loan are deferred and amortized into fee income as an enhancement to the related loan’s yield over the contractual life of the loan. Loan exit fees to be paid at the termination of the loan are accreted into fee income over the contractual life of the loan. These fees are reflected as adjustments to the loan yield in accordance with Statement of Financial Standards No. 91, Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring loans and Initial Direct Costs of Leases (“FAS 91”). The Company had approximately $7.0 million and $6.6 million of unamortized fees at March 31, 2008 and December 31, 2007, respectively, and approximately $2.0 million and $2.0 million in exit fees receivable at March 31, 2008 and December 31, 2007, respectively.

While not significant to the total debt investment portfolio, the Company has loans in its portfolio that contain a payment-in-kind (“PIK”) provision. The PIK interest, computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan and recorded as interest income. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to stockholders in the form of dividends even though the Company has not yet collected the cash. Amounts necessary to pay these dividends may come from available cash or the liquidation of certain investments. The Company recorded approximately $186,000 and $381,000 in PIK income at March 31, 2008 and December 31, 2007, respectively.

In some cases, the Company collateralizes its investments by obtaining a first priority security interest in a portfolio companies’ assets, which may include their intellectual property. In other cases, the Company may obtain a negative pledge covering a company’s intellectual property. At March 31, 2008, approximately 33 portfolio company loans were secured by a first priority security in all of the assets of the portfolio company, 43 portfolio company loans were prohibited from pledging or encumbering their intellectual property and one portfolio company with a second lien facility. See “Part II—Item 1A—Risk Factors.”

3. Borrowings

The Company, through Hercules Funding Trust I, an affiliated statutory trust, has a securitized credit facility (the “Credit Facility”) with Citigroup Global Markets Realty Corp. and Deutsche Bank Securities Inc. The Credit Facility is a one year facility and is renewable on May 1, 2008 with an interest rate of LIBOR plus a spread of 1.20% and a borrowing capacity of $250 million. The Company paid a structuring fee of $375,000 which will be expensed ratably through maturity. At March 31, 2008, the Company had $72.9 million outstanding under the Credit Facility.

 

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The Credit Facility is collateralized by loans from the Company’s portfolio companies, and includes an advance rate of approximately 55% of eligible loans. The Credit Facility contains covenants that, among other things, require the Company to maintain a minimum net worth and to restrict the loans securing the Credit Facility to certain dollar amounts, to concentrations in certain geographic regions and industries, to certain loan grade classifications, to certain security interests, and to certain interest payment terms. Citigroup has an equity participation right through a warrant participation agreement on the pool of loans and warrants collateralized under the Credit Facility. Pursuant to the warrant participation agreement, the Company granted to Citigroup a 10% participation in all warrants held as collateral. However, no additional warrants are included in collateral subsequent to the facility amendment on May 2, 2007. As a result, Citigroup is entitled to 10% of the realized gains on the warrants until the realized gains paid to Citigroup pursuant to the agreement equals $3,750,000 (the “Maximum Participation Limit”). The Obligations under the warrant participation agreement continue even after the Credit Facility is terminated until the Maximum Participation Limit has been reached. During the three-month period ended March 31, 2008, the Company recorded an additional liability and reduced its unrealized gains by approximately $399,000 to account for Citigroup’s participation in unrealized gains in the warrant portfolio. The value of their participation right on unrealized gains in the related equity investments since inception of the agreement was approximately $1.1 million at March 31, 2008 and is included in accrued liabilities and reduces the unrealized appreciation recognized by the Company at March 31, 2008. Since inception of the agreement, the Company has paid Citigroup approximately $680,000 under the warrant participation agreement, thereby reducing its realized gains by that amount.

As of March 31, 2008, the Company, through its special purpose entity (SPE), had transferred pools of loans and warrants with a fair value of approximately $273.5 million to Hercules Funding Trust I and had drawn $72.9 million under the Credit Facility. Transfers of loans have not met the requirements of Statement of Financial Accounting Standards (“SFAS”) No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, for sales treatment and are, therefore, treated as secured borrowings, with the transferred loans remaining in investments and the related liability recorded in borrowings. The average debt outstanding under the Credit Facility for the quarter ended March 31, 2008 was approximately $77.3 million and the average interest rate was approximately 4.5%, excluding facility fees.

The Company plans to aggregate pools of funded loans using the Credit Facility or other conduits that it may seek until a sufficiently large pool of unfunded loans is created which can then be securitized at a later date. The Company expects that any loans included in a securitization facility will be securitized on a non-recourse basis with respect to the credit losses on the loans. There can be no assurance that the Company will be able to complete this securitization strategy, or that it will be successful.

In January 2005, the Company formed HT II and HTM. HT II is licensed as a SBIC. HT II borrows funds from the SBA against eligible investments and additional deposits to regulatory capital. Under the Small Business Investment Act and current SBA policy applicable to SBICs, an SBIC can have outstanding at any time SBA guaranteed debentures up to twice the amount of its regulatory capital. As of March 31, 2008, the maximum statutory limit on the dollar amount of outstanding SBA guaranteed debentures issued by a single SBIC is $127.2 million, subject to periodic adjustments by the SBA. With $63.6 million of regulatory capital as of March 31, 2008, HT II has the current capacity to issue up to a total of $127.2 million of SBA guaranteed debentures, subject to the payment of a 1% commitment fee to the SBA on the amount of the commitment. Currently, HT II has paid commitment fees of approximately $1.3 million and has a commitment from the SBA to issue a total of $127.2 million of SBA guaranteed debentures, of which approximately $70.1 million was outstanding as of March 31, 2008. There is no assurance that HT II will draw up to the maximum limit available under the SBIC program.

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 $18 million and have average annual fully taxed net income not exceeding $6.0 million for the two most recent fiscal years. In addition, SBICs must devote 20.0% of its investment activity to “smaller” concerns as defined by the SBA. A smaller concern is one that has a tangible net worth not exceeding $6.0 million and has average annual fully taxed net income not exceeding $2.0 million for the two most recent fiscal years. SBA regulations also provide alternative size standard criteria to determine eligibility, which depend on the industry in which the business is engaged and are based on such factors as the number of employees and gross sales. According to SBA regulations, SBICs may make long-term loans to small businesses, invest in the equity securities of such businesses and provide them with consulting and advisory services.

Through its wholly-owned subsidiary HT II, the Company plans to provide long-term loans to qualifying small businesses, and in connection therewith, make equity investments. HT II is periodically examined and audited by the SBA’s staff to determine its compliance with SBIC regulations. As of March 31, 2008, HT II could draw up to $127.2 million of leverage from the SBA as noted above. Borrowings under the program are charged interest based on ten year treasury rates plus a spread and the rates are generally set for a pool of debentures issued by the SBA in six month periods. The rate for the $12 million of borrowings originated from March 13, 2007 to September 10, 2007 was set by the SBA as announced on September 26, 2007 at 5.528%. The rate for the $58.1 million borrowings made after September 10, 2007 through March 13, 2008 was set by the SBA as announced on March 26, 2008 at 5.471%. In addition, the SBA charges an annual 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 2008 and 2007 annual fee has been set at 0.906%. Interest payments are payable semi-annually and there are no principal payments required on these issues prior to maturity. Debentures under the SBA generally mature ten years after being borrowed.

At March 31, 2008 and December 31, 2007, the Company had the following borrowing capacity and outstandings:

 

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     March 31, 2008    December 31, 2007
(in thousands)    Facility Amount    Amount
Outstanding
   Facility Amount    Amount
Outstanding

Credit Facility

   $ 250,000    $ 72,900    $ 250,000    $ 79,200

SBA Debenture

     127,200      70,050      127,200      55,050
                           

Total

   $ 377,200    $ 142,950    $ 377,200    $ 134,250
                           

4. Income taxes

The Company intends to continue to operate so as to qualify to be taxed as a RIC under the Code and, as such, the Company is not subject to federal income tax on the portion of its taxable income and gains distributed to stockholders. To qualify as a RIC, the Company is required, among other requirements, to distribute at least 90% of its annual investment company taxable income, as defined by the Code. The amount to be paid out as a dividend is determined by the Board of Directors each quarter and is based upon the annual earnings estimated by the management of the Company. To the extent that the Company’s earnings fall below the amount of dividends declared, however, a portion of the total amount of the Company’s dividends for the fiscal year may be deemed a return of capital for tax purposes to the Company’s stockholders.

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

For the quarter ended March 31, 2008, the Company declared a distribution of $0.34 per share. The determination of the tax attributes of the Company’s distributions is made annually as of the end of the Company’s fiscal year based upon its taxable income for the full year and distributions paid for the full year, therefore a determination made on a quarterly basis may not be representative of the actual tax attributes of its distributions for a full year. If the Company had determined the tax attributes of its distributions year-to-date as of March 31, 2008, approximately $0.30 or 100.0% would be from ordinary income and split over earnings from 2007, however there can be no certainty to shareholders that this determination is representative of what the tax attributes of its 2008 distributions to shareholders will actually be.

If the Company does not distribute at least 98% of its annual taxable income in the year earned, the Company will generally be required to pay an excise tax equal to 4% of the amount by which 98% of the Company’s annual taxable income exceeds the distributions from such taxable income during the year earned. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, the Company accrues excise taxes on estimated excess taxable income as taxable income is earned using an annual effective excise tax rate. The annual effective excise tax rate is determined by dividing the estimated annual excise tax by the estimated annual taxable income.

At December 31, 2007, the Company had excess taxable income of approximately $4.2 million available for distribution to shareholders in 2008. Excess taxable income for 2007 represents ordinary income and capital gains.

In accordance with regulated investment company distribution rules, the Company is required to declare current year dividends to be paid from carried over excess taxable income from 2007 before the Company files its 2007 tax return in September, 2008, and the Company must pay such dividends by December 31, 2008.

5. Shareholders’ Equity

The Company is authorized to issue 60,000,000 shares of common stock with a par value of $0.001. Each share of common stock entitles the holder to one vote.

In January 2005 the Company notified its shareholders of its intent to elect to be regulated as a BDC. In conjunction with the Company’s decision to elect to be regulated as a BDC, approximately 55% of the 5 Year Warrants were subject to mandatory cancellation under the terms of the Warrant Agreement with the warrant holder receiving one share of common stock for every two warrants cancelled and the exercise price of all warrants was adjusted to the then current net asset value of the common stock, subject to certain adjustments described in the Warrant Agreement. In addition, the 1 Year Warrants became subject to expiration immediately prior to the Company’s election to become a BDC, unless exercised. Concurrent with the announcement of the BDC election, the Company reduced the exercise price of all remaining 1 and 5 Year Warrants from $15.00 to $10.57. On February 22, 2005, the Company cancelled 47% of all outstanding 5 Year Warrants and issued 298,598 shares of common stock to holders of warrants upon exercise. In addition, the majority of shareholders owning 1 Year Warrants exercised them, and purchased 1,175,963 of common shares at $10.57 per share, for total consideration to the Company of $12,429,920. All unexercised 1 Year Warrants were then cancelled. The outstanding 5 Year Warrants will expire in June 2009.

 

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A summary of activity in the 5 Year Warrants initially attached to units issued for the three months ended March 31, 2008 is as follows:

 

     Five-Year
Warrants

Outstanding at December 31, 2007

   371,937

Warrants issued

   —  

Warrants cancelled

   —  

Warrants exercised

   —  
    

Outstanding at March 31, 2008

   371,937
    

The Company received net proceeds of approximately $2.7 million from the exercise of the 5-Year Warrants in the period ended March 31, 2007.

On January 3, 2007, in connection with the December 12, 2006 common stock issuance, the underwriters exercised their over-allotment option and purchased an additional 840,000 shares of common stock for additional net proceeds of approximately $10.9 million.

On June 4, 2007, the Company raised approximately $102.2 million, net of issuance costs, in a public offering of 8.0 million shares of its common stock. On June 19, 2007, in connection with the same common stock issuance, the underwriters exercised their over-allotment option and purchased an additional 1.2 million shares of common stock for additional net proceeds of approximately $15.4 million.

6. Equity Incentive Plan

The Company and its stockholders have authorized and adopted an equity incentive plan (the “2004 Plan”) for purposes of attracting and retaining the services of its executive officers and key employees. Under the 2004 Plan, the Company is authorized to issue 7,000,000 shares of common stock. Unless terminated earlier by the Company’s Board of Directors, the 2004 Plan will terminate on June 9, 2014, and no additional awards may be made under the 2004 Plan after that date.

The Company and its stockholders have authorized and adopted the 2006 Non-Employee Director Plan (the “2006 Plan”) for purposes of attracting and retaining the services of its Board of Directors. Under the 2006 Plan, the Company is authorized to issue 1,000,000 shares of common stock. Unless terminated earlier by the Company’s Board of Directors, the 2006 Plan will terminate on May 29, 2016 and no additional awards may be made under the 2006 Plan after that date. The Company filed an exemptive relief request with the Securities and Exchange Commission (“SEC”) to allow options to be issued under the 2006 Plan which was approved on October 10, 2007.

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

In conjunction with the amendment and in accordance with the exemptive order, on June 21, 2007 the Company made an automatic grant of shares of restricted common stock to Messrs. Badavas, Chow and Woodward, its independent Board of Directors, in the amounts of 1,667, 1,667 and 3,334 shares, respectively. The shares were issued pursuant to the 2006 Plan on July 31, 2007 and vest 33% on an annual basis from the date of grant. Deferred compensation cost of approximately $91,000 will be recognized ratably over the three year vesting period.

 

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During the three months ended March 31, 2008, the Company granted approximately 225,000 restricted shares pursuant to the 2004 Plan and vest 25% on an annual basis from the date of grant. Deferred compensation cost of approximately $2.7 million will be recognized ratably over the four year vesting period. During the three months ended March 31, 2008 the Company recognized compensation expense related to restricted stock of approximately $75,000. There was no compensation expense related to restricted stock during the three months ended March 31, 2007.

In 2004, each employee stock option to purchase two shares of common stock was accompanied by a warrant to purchase one share of common stock within one year and a warrant to purchase one share of common stock within five years. Both options and warrants had an exercise price of $15.00 per share on date of grant. On January 14, 2005, the Company notified all shareholders of its intent to elect to be regulated as a BDC and reduced the exercise price of all remaining 1 and 5 Year Warrants from $15.00 to $10.57 but did not reduce the strike price of the options (see Note 5). The unexercised one-year warrants expired and 55% of the five-year warrants were cancelled immediately prior to the Company’s election to become a BDC.

A summary of common stock options and warrant activity under the Company’s 2006 and 2004 Plans for the three months ended March 31 is as follows:

 

     Common Stock
Options
   Five-Year
Warrants

Outstanding at December 31, 2007

     2,920,513      10,692

Granted

     1,031,836      —  

Exercised

     —        —  

Cancelled

     —        —  
             

Outstanding at March 31, 2008

     3,952,349      10,692
             

Weighted-average exercise price at March 31, 2008

   $ 13.17    $ 10.57
             

Options generally vest 33% one year after the date of grant and ratably over the succeeding 24 months. All options may be exercised for a period ending seven years after the date of grant. At March 31, 2008, options for approximately 1.9 million shares were exercisable at a weighted average exercise price of approximately $13.17 per share with a weighted average exercise term of 4.5 years. The outstanding five year warrants have an expected life of five years.

The Company determined that the fair value of options and warrants granted under the 2006 and 2004 Plan during the three month periods ended March 31, 2008 and 2007 was approximately $1.0 million and 1.3 million, respectively. During the three month periods ended March 31, 2008 and 2007, approximately $327,000 and $254,000 of share-based cost was expensed, respectively. As of March 31, 2008, there was approximately $2.1 million of total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of 2.0 years. The fair value of options granted is based upon a Black-Scholes option pricing model using the assumptions in the following table for each of the three month periods ended March 31, 2008 and 2007:

 

     2008     2007  

Expected Volatility

   24 %   24 %

Expected Dividends

   8 %   8 %

Expected term (in years)

   4.5     4.5  

Risk-free rate

   2.27% - 2.69 %   4.47% - 4.88 %

 

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7. Earnings per Share

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

 

     Three months ended March 31,
(in thousands, except per share data)    2008    2007

Net increase in net assets resulting from operations

   $ 11,037    $ 6,331

Weighted average common shares outstanding

     32,629      22,871

Change in net assets per common share - basic

   $ 0.34    $ 0.28

Net increase (decrease) in net assets resulting from operations

   $ 11,037    $ 6,331

Weighted average common shares outstanding

     32,629      22,871

Dilutive effect of warrants and stock options

     10      249
             

Weighted average common shares outstanding, assuming dilution

     32,639      23,120

Change in net assets per common share - assuming dilution

   $ 0.34    $ 0.27

The calculation of change in net assets per common share—assuming dilution, excludes all anti-dilutive shares. For the three month periods ended March 31, 2008 and 2007, the number of anti-dilutive shares, as calculated based on the weighted average closing price of the Company’s common stock for the periods, was approximately 3.9 million and 988,000 shares, respectively.

8. Related-Party Transactions

During February 2007, Farallon Capital Management, L.L.C and its related affiliates and Manuel Henriquez, the Company’s CEO, exercised warrants to purchase 132,480 and 75,075 shares of the Company’s common stock, respectively. The exercise price of the warrants was $10.57 per share resulting in net proceeds to the company of approximately $2.2 million.

In conjunction with the Company’s public offering completed on June 4, 2007 and the related overallotment exercise, the Company agreed to pay JMP Securities LLC a fee of approximately $1.6 million as co-manager of the offering.

In connection with the sale of public equity investments, the Company paid JMP Securities LLC approximately $3,300 in brokerage commissions during the three month periods ended March 31, 2008. The Company did not pay any brokerage commissions during the three months ended March 31, 2007.

 

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9. Financial Highlights

Following is a schedule of financial highlights for the three months ended March 31, 2008 and 2007:

 

     Three Months Ended March 31,  
(in thousands, except per share data)    2008     2007  

Per share data:

    

Net asset value at beginning of period

   $ 12.31     $ 11.65  

Net investment income

     0.28       0.23  

Net realized gain on investments

     0.09       0.01  

Net unrealized appreciation on investments

     (0.03 )     0.04  
                

Total from investment operations

     0.34       0.28  

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

     (0.08 )     0.04  

Distributions

     (0.30 )     (0.30 )

Stock-based compensation expense included in investment income (1)

     0.01       0.01  
                

Net asset value at end of period

   $ 12.28     $ 11.68  
                

Ratios and supplemental data:

    

Per share market value at end of period

   $ 10.86     $ 13.70  

Total return

     -5.26 (2)     -1.74 (2)

Shares outstanding at end of period

     32,768       23,091  

Weighted average number of common shares outstanding

     32,629       22,871  

Net assets at end of period

   $ 402,434     $ 269,611  

Ratio of operating expense to average net assets (annualized)

     6.53 %     6.70 %

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

     8.91 %     7.87 %

Average debt outstanding

   $ 139,337     $ 38,211  

Weighted average debt per common share

   $ 4.27     $ 1.67  

Portfolio turnover

     0.70 %     0.29 %

 

(1)

Stock option expense is a non-cash expense that has no effect on net asset value. Pursuant to Financial Accounting Standards No. 123R, net investment loss includes the expense associated with the granting of stock options which is offset by a corresponding increase in paid-in capital.

(2)

The total return equals the change in the ending market value over the beginning of period price per share plus dividends paid per share during the period, divided by the beginning price.

10. Commitments and Contingencies

In the normal course of business, the Company is party to financial instruments with off-balance sheet risk. These instruments consist primarily of unused commitments to extend credit, in the form of loans, to the Company’s portfolio companies. The balance of unused commitments to extend credit at March 31, 2008 totaled approximately $128.4 million. Since this commitment may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements.

Certain premises are leased under agreements which expire at various dates through December 2013. Total rent expense amounted to approximately $218,000 and $151,000 during the three-month periods ended March 31, 2008 and 2007, respectively.

 

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The following table shows our contractual obligations as of March 31, 2008:

 

     Payments due by period
(in thousands)

Contractual Obligations(1)

   Total    Less than 1 year (2)(3)    1-3 years    4-5 years    After 5 years

Borrowings (4)

   $ 142,950    $ 72,900    $ —      $ —      $ 70,050

Operating Lease Obligations

     3,913      841      2,102      970      —  
                                  

Total

   $ 146,863    $ 73,741    $ 2,102    $ 970    $ 70,050
                                  

 

(1) Excludes commitments to extend credit to our portfolio companies.

 

(2) Borrowings under the Credit Facility are listed based on the contractual maturity of the credit facility. Actual repayments could differ significantly due to prepayments by the Company’s existing portfolio companies, modifications of current agreements with existing portfolio companies and modification of the credit facility.

 

(3) The Company also has a warrant participation agreement with Citigroup. See Note 3.

 

(4) Includes borrowings under the Credit Facility and the SBA debentures.

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

11. Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS 157. SFAS 157 defines fair value, establishes a framework for measuring fair value, outlines a fair value hierarchy based on imputs used to measure fair value and enhances disclosure requirements for fair value measurements. SFAS 157 does not change existing guidance as to whether an instrument is carried at fair value.

SFAS 157 also (i) nullifies the guidance in EITF 02-3 that precluded recognition of a trading profit at the inception of a derivative contract, unless the fair value of such derivative was obtained from a quoted market price or other valuation technique incorporating observable imputs; (ii) clarifies that an issuer’s credit standing should be considered when measuring liabilities at fair value; (iii) precludes the use of a liquidity or block discount when measuring instruments trading in an active market at fair value; and (iv) requires costs related to acquiring financial instruments carried at fair value to be included in earnings as incurred.

The Company adopted SFAS 157 effective January 1, 2008. No material change to the Company’s financial statements resulted from its adoption of SFAS 157. For additional information regarding the Company’s adoption of SFAS 157 see Note 2, “Investments,” to the Consolidated Financial Statements.

In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115. This statement permits an entity to choose to measure many financial instruments and certain other items at fair value. This statement applies to all reporting entities, and contains financial statement presentation and disclosure requirements for assets and liabilities reported at fair value as a consequence of the election. This statement is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.

12. Subsequent Events

On May 8, 2008 the Board of Directors declared a dividend of $0.34 per share for the first quarter, payable on June 16, 2008 to shareholders of record as of May 16, 2008.

On May 7, 2008, the Company amended and renewed its Credit Facility with Citigroup and Deutsche Bank providing for a borrowing capacity of $135.0 million and extending the expiration date to October 31, 2008. Under the terms of the agreement, the Company paid a renewal fee of approximately $1.3 million, interest on all borrowings was set at LIBOR plus a spread of 5.0%, and a fee of 2.50% that will be charged on any unused portion of the facility. The Credit Facility is collateralized by loans from the Company’s portfolio companies, and includes an advance rate of approximately 45% of eligible loans. The Credit Facility contains covenants that, among other things, require the Company to maintain a minimum net worth and to restrict the loans securing the Credit Facility to certain dollar amounts, to concentrations in certain geographic regions and industries, to certain loan grade classifications, to certain security interests, and to certain interest payment terms. The Company is also in preliminary discussions with other large national banks who are interested in potentially providing it with additional debt capital.

On April 22, 2008, GlaxoSmithKline announced that the company has entered into a definitive agreement with Sirtris Pharmaceuticals to acquire the company for approximately $720 million through a cash tender offer of $22.50 per share. The acquisition has been approved by the board of directors of each company and is subject to customary closing conditions, including the tender of at least a majority of Sirtris’ shares and clearance under the Hart-Scott-Rodino Antitrust Improvements Act. The parties anticipate that the tender offer will be commenced in early May and close in the second quarter of 2008. Upon the closing of the acquisition, the Company anticipates a realized gain of approximately $2.2 million, or $0.07 per share.

On May 7, 2008, Gomez, Inc. announced that it has filed a registration statement with the SEC relating to a proposed initial public offering of shares of its common stock.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The information set forth in this report includes “forward-looking statements.” Such forward-looking statements are subject to the safe harbor created by that section. Such statements may include, but are not limited to: projections of revenues, income or loss, capital expenditures, plans for product development and cooperative arrangements, future operations, financing needs, or plans of Hercules, as well as assumptions relating to the foregoing. The terms “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negatives of these terms, or other similar expressions generally identify forward-looking statements.

The forward-looking statements made in these this Form 10-Q speak only to events as of the date on which the statements are made. You should not place undue reliance on such forward-looking statements, as substantial risks and uncertainties could cause actual results to differ materially from those projected in or implied by these forward-looking statements due to a number of risks and uncertainties affecting its business. The forward-looking statements contained in this Form 10-Q are made as of the date hereof, and Hercules assumes no obligation to update the forward-looking statements for subsequent events.

Overview

We are a specialty finance company that provides debt and equity growth capital to technology-related and life-science companies at all stages of development from seed and emerging growth to expansion and established stages of development. We primarily finance privately-held companies backed by leading venture capital and private equity firms, and may also finance select publicly listed companies and lower middle market companies. Our principal office is located in the Silicon Valley and we have additional offices in the Boston, Boulder, Chicago, Columbus and San Diego areas. Our goal is to be the leading structured mezzanine capital provider of choice for venture capital and private equity backed technology-related companies requiring sophisticated and customized financing solutions. Our strategy is to evaluate and invest in a broad range of companies active in the technology and life science industries and to offer a full suite of growth capital products up and down the capital structure. We invest primarily in structured mezzanine debt and, to a lesser extent, in senior debt and equity investments. We use the term “structured mezzanine debt investment” to refer to any debt investment, such as a senior or subordinated secured loan, that is coupled with an equity component, including warrants, options or rights to purchase common or preferred stock. Our structured mezzanine debt investments will typically be secured by some or all of the assets of the portfolio company.

Our investment objective is to maximize our portfolio total return by generating current income from our debt investments and capital appreciation from our equity-related investments. We are an internally managed, non-diversified closed-end investment company that has elected to be regulated as a business development company under the 1940 Act. As a business development company, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities of private U.S. companies, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less.

From incorporation through December 31, 2005, we were taxed as a corporation under Subchapter C of the Internal Revenue Code (the Code). We are treated for federal income tax purposes as a RIC under Subchapter M of the Code as of January 1, 2006. To qualify for the benefits allowable to a RIC, we must, among other things, meet certain source-of-income and asset diversification and income distribution requirements. Pursuant to this election, we generally will not have to pay corporate-level taxes on any income that we distribute to our stockholders. However, such an election and qualification to be treated as a RIC requires that we comply with certain requirements contained in Subchapter M of the Code. For example, a RIC must meet certain requirements, including source-of-income, asset diversification and income distribution requirements. The income source requirement mandates that we receive 90% or more of our income from qualified earnings, typically referred to as “good income.” Qualified earnings may exclude such income as management fees received in connection with our SBIC or other potential outside managed funds and certain other fees.

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 regulatory requirements, we invest primarily in United States based companies and to a lesser extent in foreign companies. During 2007 and the three month period ended March 31, 2008, our investing emphasis has been primarily on private companies following or in connection with a subsequent institutional round of equity financing, which we refer to as expansion-stage companies and

 

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private companies in later rounds of financing and certain public companies, which we refer to as established-stage companies. We have also historically focused our investment activities in private companies following or in connection with the first institutional round of financing, which we refer to as emerging-growth companies.

Portfolio and Investment Activity

The total value of our investment portfolio was $530.8 million at March 31, 2008 as compared to $530.0 million at December 31, 2007. During the three months ended March 31, 2008, we made debt commitments to five portfolio companies totaling $65.0 million and funded approximately $49.1 million to 12 companies. We also make an equity commitment of 250,000 to one portfolio company and made equity investments in two portfolio companies totaling $700,000 during the quarter ended March 31, 2008, bringing total equity investments at fair value to approximately $26.5 million. The fair value of our warrant portfolio at March 31, 2008 and March 31, 2007 was approximately $24.4 million and $10.5 million respectively. At March 31, 2008, we had unfunded contractual commitments of $128.4 million to 24 portfolio companies. In addition, as of March 31, 2008, we executed non-binding term sheets with 11 prospective portfolio companies, representing approximately $90.3 million.

We receive payments in our loan portfolio based on scheduled amortization of the outstanding balances. In addition, we receive repayments of some of our loans prior to their scheduled maturity date. The frequency or volume of these repayments may fluctuate significantly from period to period. During the three month period ended March 31, 2008, we received normal principal repayments of $21.0 million, and early repayments and working line of credit paydowns totaling $27.9 million. Total portfolio investment activity (exclusive of unearned income) as of the three month period ended March 31, 2008 is as follows:

 

(in millions)    March 31,
2008
 

Beginning Portfolio

   $ 530.0  

Purchase of investments

     49.1  

Equity Investments

     0.7  

Principal payments received on investments

     (21.0 )

Early pay-offs and recoveries

     (27.9 )

Proceeds from sale of investments

     (3.7 )

Accretion of loan discounts and paid-in-kind principal

     1.2  

Net realized and unrealized change in investments

     2.4  
        

Ending Portfolio

   $ 530.8  
        

The following table shows the fair value of our portfolio of investments by asset class (excluding unearned income):

 

     March 31, 2008     December 31, 2007  
(in thousands)    Investments at Fair
Value
   Percentage of Total
Portfolio
    Investments at Fair
Value
   Percentage of Total
Portfolio
 

Senior debt with warrants

   $ 432,037    81.4 %   $ 429,760    81.1 %

Senior debt

     59,700    11.2 %     61,483    11.6 %

Preferred stock

     24,546    4.6 %     23,265    4.4 %

Senior debt-second lien with warrants

     12,057    2.3 %     12,078    2.3 %

Common Stock

     2,000    0.4 %     2,938    0.5 %

Subordinated debt with warrants

     422    0.1 %     448    0.1 %
                          
   $ 530,763    100.0 %   $ 529,972    100.0 %
                          

 

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

 

     March 31, 2008     December 31, 2007  
(in thousands)    Investments at Fair
Value
   Percentage of Total
Portfolio
    Investments at Fair
Value
   Percentage of Total
Portfolio
 

United States

   $ 501,439    94.5 %   $ 512,724    96.8 %

Canada

     15,950    3.0 %     15,001    2.8 %

Israel

     13,374    2.5 %     2,247    0.4 %
                          
   $ 530,763    100.0 %   $ 529,972    100.0 %
                          

Our portfolio companies are primarily privately held expansion-and established-stage companies in the biopharmaceutical, communications and networking, consumer and business products, electronics and computers, energy, information services, internet consumer and business services, medical devices, semiconductor and software industry sectors. These sectors are characterized by high margins, high growth rates, consolidation and product and market extension opportunities. Value is often vested in intangible assets and intellectual property.

At March 31, 2008, we had investments in two portfolio companies deemed to be Affiliates. One investment is a non income producing equity investment and one portfolio company became an Affiliate on December 17, 2007 upon a restructure of the company. Income derived from these investments was less than $38,000 since these investments became Affiliates. No realized gains or losses related to Affiliates were recognized during the three month period ended March 31, 2008.

The following table shows the fair value of our portfolio by industry sector at March 31, 2008 and December 31, 2007 (excluding unearned income):

 

     March 31, 2008     December 31, 2007  
(in thousands)    Investments at Fair
Value
   Percentage of Total
Portfolio
    Investments at Fair
Value
   Percentage of Total
Portfolio
 

Communications & networking

   $ 116,477    21.9 %   $ 114,014    21.5 %

Drug discovery

     90,092    17.0 %     95,294    18.0 %

Information services

     65,038    12.3 %     58,464    11.0 %

Electronics & computer hardware

     50,192    9.5 %     50,953    9.6 %

Specialty pharmaceuticals

     43,651    8.2 %     45,646    8.6 %

Software

     34,705    6.5 %     38,963    7.4 %

Semiconductors

     24,214    4.6 %     25,501    4.8 %

Drug delivery

     22,806    4.3 %     22,725    4.3 %

Biotechnology tools

     19,095    3.6 %     9,714    1.8 %

Internet consumer & business services

     17,181    3.2 %     16,918    3.2 %

Therapeutic

     13,572    2.6 %     12,853    2.4 %

Media/Content/Info

     12,132    2.3 %     7,193    1.4 %

Surgical Devices

     7,748    1.5 %     16,821    3.2 %

Energy

     6,573    1.2 %     7,016    1.3 %

Consumer & business products

     5,471    1.0 %     2,817    0.5 %

Diagnostic

     1,816    0.3 %     2,316    0.5 %

Advanced Specialty Materials & Chemicals

     —      0.0 %     2,764    0.5 %
                          
   $ 530,763    100.0 %   $ 529,972    100.0 %
                          

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 March 31, 2008 and December 31, 2007:

 

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     March 31, 2008     December 31, 2007  

(in thousands)

   Investments at Fair
Value
   Percentage of Total
Portfolio
    Investments at Fair
Value
   Percentage of Total
Portfolio
 
Investment Grading           

1

   $ 18,657    3.9 %   $ 27,678    5.7 %

2

     353,955    73.7       341,598    70.9  

3

     98,698    20.6       103,380    21.4  

4

     8,547    1.8       9,467    2.0  

5

     —      —         —      —    
                          
   $ 479,257    100.00 %   $ 482,123    100.00 %
                          

As of March 31, 2008, our investments had a weighted average investment grading of 2.21 as compared to 2.20 at December 31, 2007. Our policy is to reduce 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 and 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 have therefore been downgraded until their funding is complete or their operations improve. At March 31, 2008, 19 portfolio companies were graded 3 and three portfolio companies were graded 4, as compared to 15 and three portfolio companies, respectively, at December 31, 2007.

The effective yield on our debt investments during the year was 12.6% which was lower than the effective yield of 13.9% in the preceding quarter due to lower interest charges and fees related to loan restructurings and acceleration of fee income recognition from early loan repayments and decreases in the yields of our valuable rate loans. The overall weighted average yield to maturity of our loan obligations was approximately 12.64% at March 31, 2008, attributed to increased investments to both expansion- and established-stage companies and asset based financing offered to more mature companies seeking revolver type financing solutions. The weighted average yield to maturity is computed using the interest rates in effect at the inception of each of the loans, and includes amortization of the loan facility fees, commitment fees and market premiums or discounts over the expected life of the debt investments, weighted by their respective costs when averaged and based on the assumption that all contractual loan commitments have been fully funded and held to maturity.

We generate revenue in the form of interest income, primarily from our investments in debt securities, and commitment and facility fees. Fees generated in connection with our debt investments are recognized over the life of the loan or, in some cases, recognized as earned. In addition, we generate revenue in the form of capital gains, if any, on warrants or other equity-related securities that we acquire from our portfolio companies. Our investments generally range from $1.0 million to $30.0 million, with an average initial principal balance of between $1.0 million and $15.0 million. Our debt investments have a term of between two and seven years and typically bear interest at a rate ranging from Prime rate to 14.0% (based on current interest rate conditions). In addition to the cash yields received on our loans, in some instances, our loans may also include any of the following: end-of-term payments, exit fees, balloon payment fees, PIK provisions, prepayment fees, and diligence fees, which may be required to be included in income prior to receipt. In most cases, we collateralize our investments by obtaining security interests in our portfolio companies’ assets, which may include their intellectual property. In other cases, we may obtain a negative pledge covering a company’s intellectual property. At March 31, 2008, approximately 33 portfolio company loans were secured by a first priority security in all of the assets of the portfolio company, 43 portfolio company loans were prohibited from pledging or encumbering their intellectual property and one portfolio company with a second lien facility. Interest on debt securities is generally payable monthly, with amortization of principal typically occurring over the term of the security for emerging-growth, expansion-stage and established-stage companies. In addition, certain loans may include an interest-only period ranging from three to eighteen months for emerging-growth and expansion-stage companies and longer for established-stage companies. 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.

Our mezzanine debt investments also generally have equity enhancement features, typically in the form of warrants or other equity-related securities designed to provide us with an opportunity for capital appreciation. As of March 31, 2008, we have received warrants in connection with the majority of our debt investments in each portfolio company, and have realized gains on 12 warrant positions since inception. During the three-month period ended March 31, 2008, we realized gains of approximately $3.1 million from the sale of common stock of one advanced specialty materials and chemicals company and approximately $400,000 from the acquisition of one software company and one medical device and equipment company. We recognized realized losses in the first quarter of 2008 of approximately $566,000 on the acquisition of one semiconductor company.

Our warrant coverage generally ranges from 3% to 20% of the principal amount invested in a portfolio company, with a strike price equal to the most recent equity financing round. We currently hold warrants in 83 portfolio companies, with a fair value of approximately $24.4 million included in the investment portfolio of $530.8 million. The fair value of the warrant portfolio has increased by $13.8 million or 131% as compared to the fair value of $10.5 million at March 31, 2007. These warrant holdings would allow us to invest approximately $51.8 million if such warrants are exercised. However, these warrants may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our warrant interests.

 

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Results of Operations

Comparison of the Three Months Ended March 31, 2008 and 2007

Operating Income

Interest income totaled approximately $14.2 million for the three-month period ended March 31, 2008, compared with $9.0 million for the three month period ended March 31, 2007. Income from commitment, facility and loan related fees totaled approximately $1.4 million and $643,000 for the three-month periods ended March 31, 2008 and 2007, respectively. The increases in interest income and income from commitment, facility and loan related fees are the result of higher average loan balances outstanding due to origination activity and yield from the related investments. At March 31, 2008, we had approximately $7.0 million of deferred revenue related to commitment and facility fees, as compared to approximately $4.3 million as of March 31, 2007.

Operating Expenses

Operating expenses totaled approximately $6.6 million and $4.5 million during the three-month periods ended March 31, 2008 and 2007, respectively. Operating expenses for the three-month periods ended March 31, 2008 and 2007 included interest expense, loan fees and unused commitment fees of approximately $2.2 million and $952,000, respectively. The 135.0% increase in these expenses relates to higher average outstanding debt balance of $139.3 million in the first quarter of 2008 as compared to $38.2 million in the first quarter of 2007 and higher fees for our SBA debenture. Employee compensation and benefits were approximately $2.8 million and $1.9 million during the three-month periods ended March 31, 2008 and 2007, respectively. The increase in compensation expense was primarily attributable to office expansion in new markets, an increase in our headcount from 29 employees at March 31, 2007 to 45 employees at March 31, 2008 and increases in salaries and bonuses from March 31, 2007 to March 31, 2008. General and administrative expenses which include legal and accounting fees, insurance premiums, rent and various other expenses decreased to $1.2 million from $1.3 million during the first quarter of 2007 primarily due to lower compensation expense for our Board of Directors. In addition, we incurred approximately $327,000 of stock-based compensation expense in the first quarter of 2008 as compared to $254,000 in the first quarter of 2007. The increase was due to additional option grants made to employees in the first quarter of 2008.

Net Investment Income Before Income Tax Expense and Investment Gains and Losses

Net investment income before provision for income tax expense for the three-months ended March 31, 2008 totaled $9.0 million as compared with net investment income before provision for income tax expense in the first quarter of 2007 of approximately $5.2 million. The changes are made up of the items described above under “Operating Income” and “Operating Expenses.”

Net Investment Realized Gains and Losses and 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 the investment without regard to unrealized appreciation or depreciation previously recognized, and include investments charged 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.

During the three-month period ended March 31, 2008, we generated realized gains totaling approximately $3.1 million from the sale of common stock of one advanced specialty materials and chemicals company and approximately $400,000 from the acquisition of one software company and one medical device and equipment company. We recognized realized losses in the first quarter of 2008 of approximately $566,000 on the acquisition of one semiconductor company. During the three-months ended March 31, 2007, we generated a net realized gain totaling approximately $290,000 due to the sale of equity and warrants in one portfolio company. A summary of realized and unrealized gains and losses for the three-month periods ended March 31, 2008 and 2007 is as follows:

 

     March 31, 2008     March 31, 2007

($ in millions)

    

Realized gains

     3.5       0.3

Realized losses

     (0.5 )     —  
              

Net realized gains

   $ 3.0     $ 0.3
              

 

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During the three-month periods ended March 31, 2008, net unrealized investment depreciation totaled approximately $921,000 and the net unrealized appreciation during the three-month period ended March 31, 2007 was $816,000. The net unrealized appreciation and depreciation of investments is based on portfolio asset valuations determined in good faith by our Board of Directors. During the quarter ended March 31, 2008, we revised the marketability discount we apply to our private company warrants. As a result of the revision to the discounts applied to the warrants we recognized an unrealized gain of approximately $5.3 million during the quarter. As of March 31, 2008, the net unrealized investment gains recognized by the company were reduced by approximately $1.1 million for a warrant participation agreement with Citigroup. For a more detailed discussion, see the discussion set forth under Note 3 to the consolidated financial statements. The following table itemizes the change in net unrealized appreciation (depreciation) of investments for the three-month period ended March 31, 2008:

 

     March 31,
2008
 
     Companies    Amount  
($ in thousands)      

Gross unrealized appreciation on portfolio investments

   56    $ 5,378  

Gross unrealized depreciation on portfolio investments

   26      (3,798 )

Reversal of prior period net unrealized appreciation upon a realization

        (2,150 )

Citigroup Warrant Participation

        (351 )
           

Net unrealized appreciation/(depreciation) on portfolio investments

      $ (921 )
           

We anticipate that we will achieve eight to 10 exit events during 2008. As of March 31, 2008, three portfolio companies have achieved liquidity events.

Income and Excise Taxes

We account for income taxes in accordance with the provisions of Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes, which requires that deferred income taxes be determined based upon the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of the enacted tax law. Valuation allowances are used to reduce deferred tax assets to the amount likely to be realized.

We elected to be treated as a RIC under Subchapter M of the Code with the filing of our 2006 federal income tax return. Such election and qualification to be treated as a RIC requires that we comply with certain requirements contained in Subchapter M of the Code. Provided we continue to qualify as a RIC, our income generally will not be subject to federal income or excise taxes to the extent we make the requisite distributions to stockholders.

If we do not distribute at least 98% of our annual taxable income in the year earned, we will generally be required to pay an excise tax equal to 4% of the amount by which 98% of our annual taxable income exceeds the distributions from such taxable income during the year earned. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, we accrue excise taxes on estimated excess taxable income as taxable income is earned using an annual effective excise tax rate. The annual effective excise tax rate is determined by dividing the estimated annual excise tax by the estimated annual taxable income.

At December 31, 2007, we had excess taxable income of $4.2 million available for distribution to shareholders in 2008. Excess taxable income for 2007 represents ordinary income and capital gains.

In accordance with regulated investment company distribution rules, we are required to declare current year dividends to be paid from carried over excess taxable income from 2007 before we file our 2007 tax return in September, 2008, and we must pay such dividends by December 31, 2008.

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

For the three-months ended March 31, 2008, net income totaled approximately $11.0 million compared to net income of approximately $6.3 million for the three-months ended March 31, 2007. These changes are made up of the items previously described.

Basic and fully diluted net income per share was $0.34 for the three-months ended March 31, 2008 as compared to a basic and fully diluted income per share of $0.28 and $0.27, respectively, for the three-months ended March 31, 2007.

Financial Condition, Liquidity, and Capital Resources

At March 31, 2008, we had approximately $13.8 million in cash and cash equivalents and available borrowing capacity of approximately $177.1 million under our Credit Facility and approximately $57.1 million available under the SBA program, subject to existing terms and advance rates. We primarily invest cash on hand in interest bearing deposit accounts.

For the quarter ended March 31, 2008, net cash provided by operating activities totaled approximately $7.4 million as compared to net cash used in operating activities of approximately $54.4 million for the quarter ended March 31, 2007. This change was primarily due to a decrease of approximately $30.4 million in the purchase of investments in our portfolio to $49.8 million offset by $48.9 million of principal payments in the first quarter 2008 as compared $80.2 million used for investment in our portfolio companies offset by $21.9 million in principal repayments in the first quarter of 2007. Cash used in investing activities for the quarter ended March 31, 2008 totaled approximately $247,000 and was primarily used for the purchase of capital equipment. Net cash used in financing activities totaled $1.2 million for the quarter ended March 31, 2008 and was primarily comprised of net borrowings of $8.7 million offset by a cash dividend payment of $9.8 million. In the quarter ended March 31, 2007, we received approximately $13.6 million in net proceeds from the sale of common stock, $72.0 million of net credit facility borrowings and made cash dividend payments of $6.1 million.

 

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As of March 31, 2008, net assets totaled $402.4 million, with a net asset value per share of $12.28. We intend to generate additional cash primarily from equity capital, future borrowings as well as cash flows from operations, including income earned from investments in our portfolio companies and, to a lesser extent, from the temporary investment of cash in U.S. government securities and other high-quality debt investments that mature in one year or less. Our primary use of funds will be investments in portfolio companies and cash distributions to holders of our common stock. After we have used our current capital resources, we expect to raise additional capital to support our future growth through future equity offerings, issuances of senior securities and/or future borrowings, to the extent permitted by the 1940 Act. As a result of the exemptive relief we received related to our SBA debt, we are able to exceed the 1:1 leverage ratio required by the 1940 Act. In order to fully leverage the Company, we would need to obtain additional credit. There can be no assurances that we will seek to, or be successful in, leveraging the Company further.

As required by the 1940 Act, our asset coverage must be at least 200% after each issuance of senior securities. Our asset coverage as of March 31, 2008 was approximately 748%.

We anticipate that we will continue to fund our investment activities through a combination of debt and additional equity capital over the next year. As of March 31, 2008, we had $72.9 million outstanding under the Credit Facility and approximately $70.1 million under the SBA program. As of March 31, 2008, there were $273.5 million of loans in the collateral pool and, based on eligible loans in the pool and existing advance rates, we have access to approximately $61.5 million of borrowing capacity available under our $250.0 million securitized credit facility. In addition, Citigroup has an equity participation right of 10% of the realized gains on warrants collateralized under the Credit Facility. However, no additional warrants are included in collateral subsequent to the facility amendment on May 2, 2007. See Note 3 to the consolidated financial statements for discussion of the participation right. We anticipate that portfolio fundings entered into in succeeding periods will allow us to utilize the full borrowing capacity of the Credit Facility.

At March 31, 2008 and December 31, 2007, we had the following borrowing capacity and outstandings:

 

     March 31, 2008    December 31, 2007

(in thousands)

   Facility Amount    Amount
Outstanding
   Facility Amount    Amount
Outstanding

Credit Facility

   $ 250,000    $ 72,900    $ 250,000    $ 79,200

SBA Debenture

     127,200      70,050      127,200      55,050
                           

Total

   $ 377,200    $ 142,950    $ 377,200    $ 134,250
                           

On September 27, 2006, HT II received a license to operate as a Small Business Investment Company under the SBIC program and is able to borrow funds from the SBA against eligible previously approved investments and additional contributions to regulatory capital. We have a committment from the SBA permitting us to draw up to $127.2 million from the SBA, subject to certain regulatory requirements. At March 31, 2008, we had a net investment of $63.6 million in HT II, and there are investments in 34 companies with a fair value of approximately $137.5 million. The Company is the sole limited partner of HT II and HTM is the general partner. HTM is a wholly-owned subsidiary of the Company.

Current Market Conditions

The debt and equity capital markets in the United States have been impacted by significant write-offs in the financial services sector relating to subprime mortgages and the re-pricing of credit risk in the broadly syndicated market, among other things. These events, along with the deterioration of the housing market, have led to worsening general economic conditions, which have impacted the broader financial and credit markets and have reduced the availability of debt and equity capital for the market as a whole and financial firms in particular. We and other commercial finance companies have previously utilized the securitization market to finance some investment activities. Due to the current dislocation of the securitization market, which we believe may continue for an extended period of time, we and other companies in the commercial finance sector may have to access alternative debt markets in order to grow. The debt capital that will be available may be at a higher cost, and terms and conditions may be less favorable which could negatively effect our financial performance and results.

 

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Off Balance Sheet Arrangements

In the normal course of business, we are party to financial instruments with off-balance sheet risk. These consist primarily of unfunded commitments to extend credit, in the form of loans, to our portfolio companies. Unfunded commitments to provide funds to portfolio companies will not be reflected on our balance sheet. Our unfunded commitments may be significant from time to time. As of March 31, 2008, we had unfunded commitments of approximately $128.4 million. 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.

Contractual Obligations

The following table shows our contractual obligations as of March 31, 2008:

 

     Payments due by period
(in thousands)

Contractual Obligations(1)

   Total    Less than 1 year (2)(3)    1-3 years    4-5 years    After 5 years

Borrowings (4)

   $ 142,950    $ 72,900    $ —      $ —      $ 70,050

Operating Lease Obligations

     3,913      841      2,102      970      —  
                                  

Total

   $ 146,863    $ 73,741    $ 2,102    $ 970    $ 70,050
                                  

 

(1) Excludes commitments to extend credit to our portfolio companies.

 

(2) Borrowings under our Credit Facility are listed based on the contractual maturity of the facility. Actual repayments could differ significantly due to prepayments by our existing portfolio companies, modifications of our current agreements with our existing portfolio companies and modification of the credit facility.

 

(3) We also have a warrant participation agreement with Citigroup as discussed below.

 

(4) Includes borrowings under our Credit Facility and the SBA debentures.

Borrowings

We, through Hercules Funding Trust I, an affiliated statutory trust, have a securitized credit facility (the “Credit Facility”) with Citigroup Global Markets Realty Corp. and Deutsche Bank Securities Inc. The Credit Facility is a one year facility and is renewable on May 1, 2008 with an interest rate of LIBOR plus a spread of 1.20% and borrowing capacity of $250 million. We intend to initiate renewal negotiations on the Credit Facility in the first quarter of 2008. See Note 12, “Subsequent Events” to our Consolidated Financial Statements included in Item 1. We paid a structuring fee of $375,000 which will be expensed ratably through maturity. At March 31, 2008, we had $72.9 million outstanding under the Credit Facility.

The Credit Facility is collateralized by loans from our portfolio companies, and includes an advance rate of approximately 55% of eligible loans. The Credit Facility contains covenants that, among other things, require us to maintain a minimum net worth and to restrict the loans securing the Credit Facility to certain dollar amounts, to concentrations in certain geographic regions and industries, to certain loan grade classifications, to certain security interests, and to certain interest payment terms. Citigroup has an equity participation right through a warrant participation agreement on the pool of loans and warrants collateralized under the Credit Facility. Pursuant to the warrant participation agreement, we granted to Citigroup a 10% participation in all warrants held as collateral. However, no additional warrants are included in collateral subsequent to the facility amendment on May 2, 2007. As a result, Citigroup is entitled to 10% of the realized gains on the warrants until the realized gains paid to Citigroup pursuant to the agreement equals $3,750,000 (the “Maximum Participation Limit”). The Obligations under the warrant participation agreement continue even after the Credit Facility is terminated until the Maximum Participation Limit has been reached. During the three-month period ended March 31, 2008, we recorded an additional liability and reduced the unrealized gains by approximately $399,000 to account for Citigroup’s participation in unrealized gains in the warrant portfolio. The value of their participation right on unrealized gains in the related equity

 

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investments since inception of the agreement was approximately $1.1 million at March 31, 2008 and is included in accrued liabilities and reduces the unrealized gain we recognized at March 31, 2008. Since inception of the agreement, we have paid Citigroup approximately $680,000 under the warrant participation agreement, thereby reducing our realized gains by that amount.

At March 31, 2008, we, through our SPE, had transferred pools of loans and warrants with a fair value of approximately $273.5 million to Hercules Funding Trust I and had drawn approximately $72.9 million under the Credit Facility. Transfers of loans have not met the requirements of SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, for sales treatment and are, therefore, treated as secured borrowings, with the transferred loans remaining as investments and the related liability recorded in borrowings. The average debt outstanding under the Credit Facility for the quarter ended March 31, 2008 was approximately $77.3 million and the average interest rate was approximately 4.5%, excluding facility fees.

On May 7, 2008, we amended and renewed our Credit Facility with Citigroup and Deutsche Bank providing for a borrowing capacity of $135.0 million and extending the expiration date to October 31, 2008. Under the terms of the agreement, we paid a renewal fee of approximately $1.3 million, interest on all borrowings was set at LIBOR plus a spread of 5.0%, and a fee of 2.50% that will be charged on any unused portion of the facility. The Credit Facility is collateralized by loans from our portfolio companies, and includes an advance rate of approximately 45% of eligible loans. The Credit Facility contains covenants that, among other things, require us to maintain a minimum net worth and to restrict the loans securing the Credit Facility to certain dollar amounts, to concentrations in certain geographic regions and industries, to certain loan grade classifications, to certain security interests, and to certain interest payment terms.

At March 31, 2008, we had excess capacity of approximately $177.0 million on our $250.0 million line of Credit Facility. As such, we made the decision to decrease the amount of our Credit Facility to mitigate the adverse impact on earnings for the cost related to the renewal and unused fees. We believe our relationships with our existing partners and other credit providers will allow us the flexibility to expand the facility as needed in the short-term.

We plan to aggregate pools of funded loans using the Credit Facility or other conduits that we may seek until a sufficiently large pool of funded loans is created which can then be securitized at a later date. We expect that any loans included in a securitization facility may be securitized on a non-recourse basis with respect to the credit losses on the loans. There can be no assurance that we will be able to complete this securitization strategy, or that it will be successful.

In January 2005, we formed HT II and HTM. HT II is licensed as a SBIC. HT II borrows funds from the SBA against eligible investments and additional deposits to regulatory capital. Under the Small Business Investment Act and current SBA policy applicable to SBICs, an SBIC can have outstanding at any time SBA guaranteed debentures up to twice the amount of its regulatory Capital. As of March 31, 2008, the maximum statutory limit on the dollar amount of outstanding SBA guaranteed debentures issued by a single SBIC is $127.2 million, subject to periodic adjustments by the SBA. With $63.6 million of regulatory capital as of March 31, 2008, HT II has the current capacity to issue up to a total of $127.2 million of SBA guaranteed debentures. Currently, HT II has paid commitment fees of approximately $1.3 million and has a commitment from the SBA to issue a total of $127.2 million of SBA guaranteed debentures, of which approximately $70.1 million are outstanding as of March 31, 2008. There is no assurance that HT II will draw up to the maximum limit available under the SBIC program.

As of March 31, 2008, assets held by HT II represented approximately 26.5% of the total assets of the Company.

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 $18 million and have average annual fully taxed net income not exceeding $6 million for the two most recent fiscal years. In addition, SBICs must devote 20% of their investment activity to “smaller” concerns as defined by the SBA. A smaller concern is one that has a tangible net worth not exceeding $6 million and has average annual fully taxed net income not exceeding $2 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 our wholly-owned subsidiary HT II, we plan to provide long-term loans to qualifying small businesses, and in connection therewith, make equity investments. HT II is periodically examined and audited by the SBA’s staff to determine its compliance with SBIC regulations. As of March 31, 2008, HT II could draw up to $127.2 million of leverage from the SBA subject to SBA regulations. Borrowings under the program are charged interest based on ten year treasury rates plus a spread and the rates are generally set for a pool of debentures issued by the SBA in six month periods. The rate for the $12.0 million of borrowings originated from March 13, 2007 to September 10, 2007 was set by the SBA as announced on September 26, 2007 at 5.528%. The rate for the $58.1 million borrowings made after September 10, 2007 through March 13, 2008 was set by the SBA as announced on March 26, 2008 at 5.471%. In addition, the SBA charges an annual 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 2008 and 2007 annual fee has been set at 0.906%. Interest payments are payable semi-annually and there are no principal payments required on these issues prior to maturity. Debentures under the SBA generally mature ten years after being borrowed.

 

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Dividends

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

 

Date Declared

   Record Date    Payment Date    Amount Per Share
October 27, 2005    November 1, 2005    November 17, 2005    $ 0.025
December 9, 2005    January 6, 2006    January 27, 2006      0.300
April 3, 2006    April 10, 2006    May 5, 2006      0.300
July 19, 2006    July 31, 2006    August 28, 2006      0.300
October 16, 2006    November 6, 2006    December 1, 2006      0.300
February 7, 2007    February 19, 2007    March 19, 2007      0.300
May 3, 2007    May 16, 2007    June 18, 2007      0.300
August 2, 2007    August 16, 2007    September 17, 2007      0.300
November 1, 2007    November 16, 2007    December 17, 2007      0.300
February 7, 2008    February 15, 2008    March 17, 2008      0.300
            
         $ 2.725
            

On May 8, 2008, we announced that our Board of Directors approved a dividend of $0.34 per share to shareholders of record as of May 16, 2008 and payable on June 16, 2008. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder’s tax basis, and any remaining distributions would be treated as a capital gain. The determination of the tax attributes of our distributions is made annually as of the end of our fiscal year based upon its taxable income for the full year and distributions paid for the full year, therefore a determination made on a quarterly basis may not be representative of the actual tax attributes of our distributions for a full year. If we determined the tax attributes of its distributions year-to-date as of March 31, 2008, $0.30 or 100.0% would be from ordinary income and spill-over earnings from 2007, however there can be no certainty to stockholders that this determination is representative of what the tax attributes of its 2007 distributions to stockholders will actually be.

Critical Accounting Policies

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

Valuation of Portfolio Investments. The most significant estimate inherent in the preparation of our consolidated financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded. As a business development company, we invest primarily in illiquid securities, including debt and equity-related securities of private companies. Our investments are generally subject to some restrictions on resale and generally have no established trading market. Because of the type of investments that we make and the nature of our business, our valuation process requires an analysis of various factors. Our valuation methodology includes the examination of, among other things, the underlying investment performance, financial condition and market changing events that impact valuation.

At March 31, 2008, approximately 97% of our total assets represented investments in portfolio companies of which greater than 99% are valued at fair value by the Board of Directors. Value, as defined in Section 2(a) (41) of the 1940 Act, is (i) the market price for those securities for which a market quotation is readily available and (ii) for all other securities and assets, fair value is as determined in good faith by the Board of Directors. Since there is typically no readily available market value for the investments in our portfolio, we value substantially all of our investments at fair value as determined in good faith by our board pursuant to a valuation policy and a consistent valuation process in accordance with the provisions of SFAS No. 157, Fair Value Measurement (“SFAS 157”) and the 1940 Act. Due to the inherent uncertainty in determining the fair value of investments that do not have a readily available market value, the fair value of our investments determined in good faith by our board may differ significantly from the value that would have been used had a ready market existed for such investments, and the differences could be material.

 

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In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value, outlines a fair value hierarchy based on inputs used to measure fair value and enhances disclosure requirements for fair value measurements. SFAS 157 does not change existing guidance as to whether or not an instrument is carried at fair value. The Company adopted SFAS 157 effective January 1, 2008. SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Consistent with SFAS 157, we determine fair value to be the amount for which an investment could be exchanged in a current sale, which assumes an orderly disposition over a reasonable period of time between willing parties other than in a forced or liquidation sale. Our valuation policy considers the fact that no ready market exists for substantially all of the securities in which it invests. In accordance with SFAS 157, the Company has considered the principal market, or the market in which the Company exits its portfolio investments with the greatest volume and level of activity. SFAS 157 requires that the portfolio investment is assumed to be sold in the principal market to market participants, or in the absence of a principal market, the most advantageous market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact.

Determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment, although our valuation policy is intended to provide a constant basis for determining the fair value of portfolio investments. Unlike banks, we are not permitted to provide a general reserve for anticipated loan losses. Instead, we must determine the fair value of each individual investment on a quarterly basis. We will record unrealized depreciation on investments when we believe that an investment has decreased in value, including where collection of a loan or realization of an equity security is doubtful. Conversely, where appropriate, we will record unrealized appreciation if we believe that the underlying portfolio company has appreciated in value and, therefore, that our investment has also appreciated in value.

As a business development company, we invest primarily in illiquid securities including debt and equity-related securities of private companies. Our investments are generally subject to some restrictions on resale and generally have no established trading market. Because of the type of investments that we make and the nature of our business, our valuation process requires an analysis of various factors. Our valuation methodology includes the examination of, among other things, the underlying investment performance, financial condition and market changing events that impact valuation.

Estimating fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment. We determine fair value to be the amount for which an investment could be exchanged in a current sale, which assumes an orderly disposition over a reasonable period of time between willing parties other than in a forced or liquidation sale. Our valuation policy considers the fact that no ready market exists for substantially all of the securities in which it invests. Fair value established in good faith by the Board of Directors may differ significantly from the values that would have been used had a ready market for the securities existed, and the differences could be material. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.

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

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

An unrealized loss is recorded when an investment has decreased in value, including: where collection of a loan is doubtful, there is an adverse change in the underlying collateral or operational performance, there is a change in the borrower’s ability to pay, or there are other factors that lead to a determination of a lower valuation for the debt or equity security. Conversely, unrealized appreciation is recorded when the investment has appreciated in value. Securities that are traded in the over the counter markets or on a stock exchange will be valued at the prevailing bid price at period end. The Board of Directors estimates the fair value of warrants and other equity-related securities in good faith using a Black-Scholes pricing model and consideration of the issuer’s earnings, sales to third parties of similar securities, the comparison to publicly traded securities, and other factors.

All investments recorded at fair value are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, defined by SFAS 157 and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

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

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

Level 3 — Inputs reflect management’s best estimate of what market participants would use in pricing the asset at the measurement date. It includes prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. Generally, assets carried at fair value and included in this category are the debt investments and warrants held in a private company. For loan and debt securities, we have performed a yield analysis assuming a hypothetical current sale of the security. The yield analysis considers changes in interest rates and changes in leverage levels of the portfolio company as compared to the market interest rates and leverage levels. Assuming the credit quality of the portfolio company remains stable, we will use the value determined by the yield analysis as the fair value for that security.

We will record unrealized depreciation on investments when we determine that the fair value of a security is less than its cost basis, and will record unrealized appreciation when we determine that the fair value is greater than its cost basis.

Income Recognition. Interest income is recorded on the accrual basis and is recognized as earned in accordance with the contractual terms of the loan agreement to the extent that such amounts are expected to be collected. Original Issue Discount, “OID,” initially represents the value of detachable equity warrants obtained in conjunction with the acquisition of debt securities and is accreted into interest income over the term of the loan as a yield enhancement. When a loan becomes 90 days or more past due, or if management otherwise does not expect the portfolio company to be able to service its debt and other obligations, we will, as a general matter, place the loan on non-accrual status and cease recognizing interest income on that loan until all principal has been paid. However, Hercules may make exceptions to this policy if the investment has sufficient collateral value and is in the process of collection. As of March 31, 2008, we had one loan on non-accrual status with a fair value of approximately $2.6 million. There were no loans on non-accrual status as of March 31, 2007.

Paid-In-Kind and End of Term Income. Contractual paid-in-kind (“PIK”) interest, which represents contractually deferred interest added to the loan balance that is generally due at the end of the loan term, is generally recorded on the accrual basis to the extent such amounts are expected to be collected. We will generally cease accruing PIK interest if there is insufficient value to support the accrual or we do not expect the portfolio company to be able to pay all principal and interest due. In addition, we may also be entitled to an end-of-term payment that we amortize into income over the life of the loan. To maintain our status as a RIC, PIK and end-of-term income must be paid out to stockholders in the form of dividends even though we have not yet collected the cash. Amounts necessary to pay these dividends may come from available cash or the liquidation of certain investments. For the three-month period ended March 31, 2008, approximately $186,000 in PIK income was recorded. There was no PIK income recorded in during the three-month period ended March 31, 2007.

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

 

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Stock-Based Compensation. We have issued and may, from time to time, issue additional stock options to employees under our 2004 Equity Incentive Plan. We follow Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payments (“FAS 123R”), to account for stock options granted. Under FAS 123R, compensation expense associated with stock-based compensation is measured at the grant date based on the fair value of the award and is recognized.

Federal Income Taxes. We intend to operate so as to qualify to be taxed as a RIC under Subchapter M of the Code and, as such, will not be subject to federal income tax on the portion of our taxable income and gains distributed to stockholders. To qualify as a RIC, we are required to distribute at least 90% of our investment company taxable income, as defined by the Code. We are subject to a non-deductible federal excise tax if we do not distribute at least 98% of our taxable income and 98% of our capital gain net income for each 1 year period ending on October 31.

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

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to financial market risks, including changes in interest rates. As of March 31, 2008, approximately 48% of our portfolio loans were at fixed rates and 52% of our loans were at variable rates. Over time additional investments may be at variable rates. We may, in the future, hedge against interest rate fluctuations by using standard hedging instruments such as futures, options, and forward contracts. While hedging activities may insulate us against changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to our borrowed funds and higher interest rates with respect to our portfolio of investments. Interest rates on our borrowings are based primarily on LIBOR. Borrowings under our SBA program are fixed at the ten-year treasury every March and September for borrowings of the preceding six months. At March 31, 2008, the borrowing rate under the Credit Facility was LIBOR plus a spread of 1.20%.The borrowing rate under the SBA facility for approximately $12.0 million of fixed rate borrowings was approximately 5.5% and the rate for the $58.1 million borrowings made after September 10, 2007 through March 13, 2008 was set by the SBA as announced on March 26, 2008 at 5.471%. In addition, the SBA charges an annual fee of 0.906%.

 

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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

PART II: OTHER INFORMATION

Changes in Internal Control Over Financial Reporting

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

 

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ITEM 1. LEGAL PROCEEDINGS

At March 31, 2008, we were not a party to any legal proceedings. However, from time to time, we may be party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot at this time be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

 

ITEM 1A. RISK FACTORS

In addition to the risks discussed below, important risk factors that could cause results or events to differ from current expectations are described in Part I, Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

Current market conditions have impacted debt and equity capital markets in the United States.

The debt and equity capital markets in the United States have been impacted by significant write-offs in the financial services sector relating to subprime mortgages and the re-pricing of credit risk in the broadly syndicated market, among other things. These events, along with the deterioration of the housing market, have led to worsening general economic conditions, which have impacted the broader financial and credit markets and have reduced the availability of debt and equity capital for the market as a whole and financial firms in particular. We and other commercial finance companies have previously utilized the securitization market to finance some investment activities. Due to the current dislocation of the securitization market, which we believe may continue for an extended period of time, we and other companies in the commercial finance sector may have to access alternative debt markets in order to grow. The debt capital that will be available may be at a higher cost, and terms and conditions may be less favorable which could negatively effect our financial performance and results.

We may currently be in a period of capital markets disruption and slowing economic growth or recession.

We believe that in 2007 and into 2008, the U.S. capital markets entered into a period of disruption as evidenced by increasing spreads between the yields realized on riskier debt securities and those realized on risk-free securities and a lack of liquidity in parts of the debt capital markets. We believe the United States and other countries may also be in a period of slowing economic growth or a recession. This period may increase the probability that these risks could negatively impact us.

Any unrealized losses we experience on our investment portfolio may be an indication of future realized losses, which could reduce our income available for distribution.

As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined in good faith by or under the direction of our Board of Directors. Decreases in the market values or fair values of our investments will be recorded as unrealized depreciation. Any unrealized losses in our investment portfolio could be an indication of a portfolio company’s inability to meet its repayment obligations to us with respect to the affected investments. This could result in realized losses in the future and ultimately in reductions of our income available for distribution in future periods.

Economic recessions or downturns could impair the ability of our portfolio companies to repay loans, which, in turn, could increase our non-performing assets, decrease the value of our portfolio, reduce our volume of new loans and harm our operating results, which might have an adverse effect on our results of operations.

Many of our portfolio companies may be susceptible to economic slowdowns or recessions and may be unable to repay our loans during such periods. Therefore, our non-performing assets are likely to increase and the value of our portfolio is likely to decrease during such periods. Adverse economic conditions also may decrease the value of collateral securing some of our loans and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us.

A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of the portfolio company’s loans and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize the portfolio company’s ability to meet its obligations under the debt securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company. In addition, if a portfolio company goes bankrupt, even though we may have structured our investment as senior debt or secured debt, depending on the facts and circumstances, including the extent to which we actually provided significant “managerial assistance,” if any, to that portfolio company, a bankruptcy court might re-characterize our debt holding and subordinate all or a portion of our claim to that of other creditors. These events could harm our financial condition and operating results.

We do not control our portfolio companies. These portfolio companies may face intense competition, including competition from companies with greater financial resources, more extensive research and development, manufacturing, marketing and service capabilities and greater number of qualified and experienced managerial and technical personnel. They may need additional financing which they are unable to secure and which we are unable or unwilling to provide, or they may be subject to adverse developments unrelated to the technologies they acquire.

Fluctuations in interest rates may adversely affect our profitability.

A portion of our income will depend upon the difference between the rate at which we borrow funds and the interest rate on the debt securities in which we invest. Because we will borrow money to make investments, our net investment income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest these funds. Typically, we anticipate that our interest-earning investments will accrue and pay interest at fixed rates, and that our interest-bearing liabilities will accrue interest at variable rates. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. We anticipate using a combination of equity and long-term and short-term borrowings to finance our investment activities.

A significant increase in market interest rates could harm our ability to attract new portfolio companies and originate new loans and investments. We expect that most of our initial investments in debt securities will be at fixed rates. However, in the event that we make investments in debt securities at variable rates, a significant increase in market interest rates could also result in an increase in our non-performing assets and a decrease in the value of our portfolio because our floating-rate loan portfolio companies may be unable to meet higher payment obligations. In periods of rising interest rates, our cost of funds would increase, resulting in a decrease in our net investment income. In addition, a decrease in interest rates may reduce net income, because new investments may be made at lower rates despite the increased demand for our capital that the decrease in interest rates may produce. We may, but will not be required to, hedge against the risk of adverse movement in interest rates in our short-term and long-term borrowings relative to our portfolio of assets. If we engage in hedging activities, it may limit our ability to participate in the benefits of lower interest rates with respect to the hedged portfolio. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition, and results of operations.

Our common stock price may be volatile and may decrease substantially.

The trading price of our common stock following an offering may fluctuate substantially. The price of the common stock that will prevail in the market after an offering may be higher or lower than the price you paid and the liquidity of our common stock may be limited, in each case depending on many factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include, but are not limited to, the following:

 

   

price and volume fluctuations in the overall stock market from time to time;

 

   

significant volatility in the market price and trading volume of securities of RICs, business development companies or other financial services companies;

 

   

any inability to deploy or invest our capital;

 

   

fluctuations in interest rates;

 

   

any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;

 

   

operating performance of companies comparable to us;

 

   

changes in regulatory policies or tax guidelines with respect to RICs or business development companies;

 

   

losing RIC status;

 

   

actual or anticipated changes in our earnings or fluctuations in our operating results, or changes in the expectations of securities analysts;

 

   

changes in the value of our portfolio of investments;

 

   

realized losses in investments in our portfolio companies;

 

   

general economic conditions and trends;

 

   

loss of a major funded source; or

 

   

departures of key personnel.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Due to the potential volatility of our stock price, we may be the target of securities litigation in the future. Securities litigation could result in substantial costs and could divert management’s attention and resources from our business.

Results may fluctuate and may not be indicative of future performance.

Our operating results may fluctuate and, therefore, you should not rely on current or historical period results to be indicative of our performance in future reporting periods. Factors that could cause operating results to fluctuate include, but are not limited to, variations in the investment origination volume and fee income earned, changes in the accrual status of our loans and debt securities, variations in timing of prepayments, variations in and the timing of the recognition of net realized gains or losses and changes in unrealized appreciation or depreciation, the level of our expenses, the degree to which we encounter competition in our markets, and general economic conditions.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended March 31, 2008, one of our Directors elected to take part of their compensation in the form of common stock in lieu of cash. We issued a total of 1,667 shares of common stock to the Director with an aggregate price for the shares of common stock of approximately $21,000.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

 

ITEM 5. OTHER INFORMATION

Not applicable.

 

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ITEM 6. EXHIBITS

 

Exhibit

Number

 

Description

31.1

  Chief Executive Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

  Chief Financial Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

  Chief Executive Officer Certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

  Chief Financial Officer Certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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SIGNATURES

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

 

    HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
(Registrant)
Dated: May 12, 2008  

/s/ MANUEL A. HENRIQUEZ

  Manuel A. Henriquez
  Chairman, President, and Chief Executive Officer
Dated: May 12, 2008  

/s/ DAVID M. LUND

 

David M. Lund

Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit

Number

 

Description

31.1

  Chief Executive Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

  Chief Financial Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

  Chief Executive Officer Certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

  Chief Financial Officer Certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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