UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
|
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For The Quarterly Period Ended September 30, 2016
OR
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 814-00702
HERCULES CAPITAL, INC.
(Exact Name of Registrant as Specified in its Charter)
|
Maryland |
|
743113410 |
|
(State or Jurisdiction of Incorporation or Organization) |
|
(IRS Employer Identification No.) |
|
400 Hamilton Ave., Suite 310 Palo Alto, California (Address of Principal Executive Offices) |
|
94301 (Zip Code) |
|
|
(650) 289-3060
(Registrant’s Telephone Number, Including Area Code)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer |
|
☒ |
|
Accelerated filer |
|
☐ |
|
|
|
|
|
|||
|
Non-accelerated filer |
|
☐ |
|
Smaller reporting company |
|
☐ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
On October 31, 2016, there were 77,189,555 shares outstanding of the Registrant’s common stock, $0.001 par value.
FORM 10-Q TABLE OF CONTENTS
|
|
3 |
||||||
|
Item 1. |
|
|
|
3 |
|||
|
|
|
|
|
3 |
|||
|
|
|
|
|
5 |
|||
|
|
|
|
|
5 |
|||
|
|
|
|
|
7 |
|||
|
|
|
Consolidated Schedule of Investments as of September 30, 2016 (unaudited) |
|
8 |
|||
|
|
|
Consolidated Schedule of Investments as of December 31, 2015 (unaudited) |
|
22 |
|||
|
|
|
|
|
37 |
|||
|
Item 2. |
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
69 |
|||
|
Item 3. |
|
|
|
99 |
|||
|
Item 4. |
|
|
|
100 |
|||
|
|
|
101 |
|||||
|
Item 1. |
|
|
101 |
||||
|
Item 1A. |
|
|
|
101 |
|||
|
Item 2. |
|
|
|
102 |
|||
|
Item 3. |
|
|
|
102 |
|||
|
Item 4. |
|
|
|
102 |
|||
|
Item 5. |
|
|
|
102 |
|||
|
Item 6. |
|
|
|
103 |
|||
|
|
|
105 |
|||||
2
In this Quarterly Report, the “Company,” “Hercules,” “we,” “us” and “our” refer to Hercules Capital, Inc. and its wholly owned subsidiaries and its affiliated securitization trusts on or after February 25, 2016 and “Hercules Technology Growth Capital, Inc.” and its wholly owned subsidiaries and its affiliated securitization trusts prior to February 25, 2016, unless the context otherwise requires.
HERCULES CAPITAL, INC.
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
(unaudited)
(dollars in thousands, except per share data)
|
|
|
September 30, 2016 |
|
|
December 31, 2015 |
|
||
|
Assets |
|
|
|
|
|
|
|
|
|
Investments: |
|
|
|
|
|
|
|
|
|
Non-control/Non-affiliate investments (cost of $1,352,633 and $1,238,539, respectively) |
|
$ |
1,309,696 |
|
|
$ |
1,192,652 |
|
|
Control investments (cost of $22,285 and $0, respectively) |
|
|
4,991 |
|
|
|
— |
|
|
Affiliate investments (cost of $13,326 and $13,742, respectively) |
|
|
5,923 |
|
|
|
7,986 |
|
|
Total investments, at value (cost of $1,388,244 and $1,252,281, respectively) |
|
|
1,320,610 |
|
|
|
1,200,638 |
|
|
Cash and cash equivalents |
|
|
69,012 |
|
|
|
95,196 |
|
|
Restricted cash |
|
|
8,980 |
|
|
|
9,191 |
|
|
Interest receivable |
|
|
10,861 |
|
|
|
9,239 |
|
|
Other assets |
|
|
9,961 |
|
|
|
9,720 |
|
|
Total assets |
|
$ |
1,419,424 |
|
|
$ |
1,323,984 |
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
$ |
16,649 |
|
|
$ |
17,241 |
|
|
Long-Term Liabilities (Convertible Senior Notes), net (principal of $0 and $17,604) (1) |
|
|
— |
|
|
|
17,478 |
|
|
Wells Facility |
|
|
— |
|
|
|
50,000 |
|
|
2021 Asset-Backed Notes, net (principal of $117,004 and $129,300, respectively) (1) |
|
|
115,531 |
|
|
|
126,995 |
|
|
2019 Notes, net (principal of $110,364 and $110,364, respectively) (1) |
|
|
108,659 |
|
|
|
108,179 |
|
|
2024 Notes, net (principal of $244,945 and $103,000, respectively) (1) |
|
|
237,663 |
|
|
|
100,128 |
|
|
Long-Term SBA Debentures, net (principal of $190,200 and $190,200, respectively) (1) |
|
|
187,333 |
|
|
|
186,829 |
|
|
Total liabilities |
|
$ |
665,835 |
|
|
$ |
606,850 |
|
|
|
|
|
|
|
|
|
|
|
|
Net assets consist of: |
|
|
|
|
|
|
|
|
|
Common stock, par value |
|
|
77 |
|
|
|
73 |
|
|
Capital in excess of par value |
|
|
802,521 |
|
|
|
752,244 |
|
|
Unrealized depreciation on investments (2) |
|
|
(68,880 |
) |
|
|
(52,808 |
) |
|
Accumulated realized gains on investments |
|
|
31,420 |
|
|
|
27,993 |
|
|
Distributions in excess of net investment income |
|
|
(11,549 |
) |
|
|
(10,368 |
) |
|
Total net assets |
|
$ |
753,589 |
|
|
$ |
717,134 |
|
|
Total liabilities and net assets |
|
$ |
1,419,424 |
|
|
$ |
1,323,984 |
|
|
|
|
|
|
|
|
|
|
|
|
Shares of common stock outstanding ($0.001 par value, 200,000,000 and 100,000,000 authorized, respectively) |
|
|
76,400 |
|
|
|
72,118 |
|
|
Net asset value per share |
|
$ |
9.86 |
|
|
$ |
9.94 |
|
|
(1) |
The Company’s SBA Debentures, 2019 Notes, 2024 Notes, 2021 Asset-Backed Notes, and Convertible Senior Notes, as each term is defined herein, are presented net of the associated debt issuance costs for each instrument. See “Note 2 – Summary of Significant Accounting Policies” and “Note 4 – Borrowings”. |
|
(2) |
Amounts include $1.2 million in net unrealized depreciation on other assets and accrued liabilities, including escrow receivables, estimated taxes payable and Citigroup warrant participation agreement liabilities as of September 30, 2016 and December 31, 2015. |
See notes to consolidated financial statements.
3
The following table presents the assets and liabilities of our consolidated securitization trust for the 2021 Asset-Backed Notes (see Note 4), which is a variable interest entity (“VIE”). The assets of our securitization VIE can only be used to settle obligations of our consolidated securitization VIE, these liabilities are only the obligations of our consolidated securitization VIE, and the creditors (or beneficial interest holders) do not have recourse to our general credit. These assets and liabilities are included in the Consolidated Statement of Assets and Liabilities above.
|
(Dollars in thousands) |
|
September 30, 2016 |
|
|
December 31, 2015 |
|
||
|
Assets |
|
|
|
|
|
|
|
|
|
Restricted Cash |
|
$ |
8,980 |
|
|
$ |
9,191 |
|
|
Total investments, at value (cost of $245,868 and $258,748, respectively) |
|
|
243,216 |
|
|
|
257,657 |
|
|
Total assets |
|
$ |
252,196 |
|
|
$ |
266,848 |
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
2021 Asset-Backed Notes, net (principal of $117,004 and $129,300, respectively) (1) |
|
$ |
115,531 |
|
|
$ |
126,995 |
|
|
Total liabilities |
|
$ |
115,531 |
|
|
$ |
126,995 |
|
|
(1) |
The Company’s 2021 Asset-Backed Notes are presented net of the associated debt issuance costs for each instrument. See “Note 2 – Summary of Significant Accounting Policies” and “Note 4 – Borrowings”. |
See notes to consolidated financial statements.
4
CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)
(in thousands, except per share data)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
2016 |
|
|
2015 |
|
|
2016 |
|
|
2015 |
|
|||||
|
Investment income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-control/Non-affiliate investments |
$ |
39,907 |
|
|
$ |
40,256 |
|
|
$ |
115,887 |
|
|
$ |
105,861 |
|
|
Control investments |
|
15 |
|
|
|
— |
|
|
|
15 |
|
|
|
— |
|
|
Affiliate investments |
|
30 |
|
|
|
83 |
|
|
|
145 |
|
|
|
278 |
|
|
Total interest income |
|
39,952 |
|
|
|
40,339 |
|
|
|
116,047 |
|
|
|
106,139 |
|
|
Fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-control/Non-affiliate investments |
|
5,149 |
|
|
|
6,793 |
|
|
|
11,531 |
|
|
|
11,611 |
|
|
Control investments |
|
1 |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
|
Affiliate investments |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
Total fees |
|
5,150 |
|
|
|
6,793 |
|
|
|
11,532 |
|
|
|
11,612 |
|
|
Total investment income |
|
45,102 |
|
|
|
47,132 |
|
|
|
127,579 |
|
|
|
117,751 |
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
8,717 |
|
|
|
7,818 |
|
|
|
23,306 |
|
|
|
23,243 |
|
|
Loan fees |
|
1,432 |
|
|
|
1,072 |
|
|
|
3,698 |
|
|
|
4,166 |
|
|
General and administrative |
|
4,114 |
|
|
|
4,504 |
|
|
|
12,095 |
|
|
|
12,190 |
|
|
Employee compensation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits |
|
5,621 |
|
|
|
7,969 |
|
|
|
15,637 |
|
|
|
17,621 |
|
|
Stock-based compensation |
|
1,442 |
|
|
|
2,179 |
|
|
|
5,616 |
|
|
|
7,166 |
|
|
Total employee compensation |
|
7,063 |
|
|
|
10,148 |
|
|
|
21,253 |
|
|
|
24,787 |
|
|
Total operating expenses |
|
21,326 |
|
|
|
23,542 |
|
|
|
60,352 |
|
|
|
64,386 |
|
|
Loss on debt extinguishment (Long-Term Liabilities - Convertible Senior Notes) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
|
Net investment income |
|
23,776 |
|
|
|
23,590 |
|
|
|
67,227 |
|
|
|
53,364 |
|
|
Net realized gain on investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-control/Non-affiliate investments |
|
7,870 |
|
|
|
6,366 |
|
|
|
3,427 |
|
|
|
8,424 |
|
|
Total net realized gain on investments |
|
7,870 |
|
|
|
6,366 |
|
|
|
3,427 |
|
|
|
8,424 |
|
|
Net change in unrealized appreciation (depreciation) on investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-control/Non-affiliate investments |
|
(1,387 |
) |
|
|
(25,032 |
) |
|
|
(11,005 |
) |
|
|
(34,585 |
) |
|
Control investments |
|
— |
|
|
|
— |
|
|
|
(3,421 |
) |
|
|
— |
|
|
Affiliate investments |
|
553 |
|
|
|
(849 |
) |
|
|
(1,646 |
) |
|
|
1,543 |
|
|
Total net unrealized depreciation on investments |
|
(834 |
) |
|
|
(25,881 |
) |
|
|
(16,072 |
) |
|
|
(33,042 |
) |
|
Total net realized and unrealized gain (loss) |
|
7,036 |
|
|
|
(19,515 |
) |
|
|
(12,645 |
) |
|
|
(24,618 |
) |
|
Net increase in net assets resulting from operations |
$ |
30,812 |
|
|
$ |
4,075 |
|
|
$ |
54,582 |
|
|
$ |
28,746 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income before investment gains and losses per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
$ |
0.32 |
|
|
$ |
0.33 |
|
|
$ |
0.91 |
|
|
$ |
0.76 |
|
|
Change in net assets resulting from operations per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
$ |
0.41 |
|
|
$ |
0.05 |
|
|
$ |
0.74 |
|
|
$ |
0.40 |
|
|
Diluted |
$ |
0.41 |
|
|
$ |
0.05 |
|
|
$ |
0.74 |
|
|
$ |
0.40 |
|
|
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
74,122 |
|
|
|
71,462 |
|
|
|
72,685 |
|
|
|
68,897 |
|
|
Diluted |
|
74,157 |
|
|
|
71,496 |
|
|
|
72,702 |
|
|
|
69,123 |
|
|
Dividend distributions declared per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
$ |
0.31 |
|
|
$ |
0.31 |
|
|
$ |
0.93 |
|
|
$ |
0.93 |
|
See notes to consolidated financial statements.
5
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
(unaudited)
(dollars and shares in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Undistributed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income/ |
|
|
Provision |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
Accumulated |
|
|
(Distributions |
|
|
for Income |
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
Capital in |
|
|
Appreciation |
|
|
Realized |
|
|
in Excess of |
|
|
Taxes on |
|
|
|
|
|
|||||
|
|
Common Stock |
|
|
excess |
|
|
(Depreciation) |
|
|
Gains (Losses) |
|
|
Investment |
|
|
Investment |
|
|
Net |
|
|||||||||||
|
|
Shares |
|
|
Par Value |
|
|
of par value |
|
|
on Investments |
|
|
on Investments |
|
|
Income) |
|
|
Gains |
|
|
Assets |
|
||||||||
|
Balance at December 31, 2014 |
|
64,715 |
|
|
$ |
65 |
|
|
$ |
657,233 |
|
|
$ |
(17,076 |
) |
|
$ |
14,079 |
|
|
$ |
4,905 |
|
|
$ |
(342 |
) |
|
$ |
658,864 |
|
|
Net increase (decrease) in net assets resulting from operations |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(33,042 |
) |
|
|
8,424 |
|
|
|
53,364 |
|
|
|
— |
|
|
|
28,746 |
|
|
Public offering, net of offering expenses |
|
7,591 |
|
|
|
8 |
|
|
|
100,084 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
100,092 |
|
|
Issuance of common stock due to stock option exercises |
|
51 |
|
|
|
— |
|
|
|
428 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
428 |
|
|
Retired shares from net issuance |
|
(29 |
) |
|
|
— |
|
|
|
(423 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(423 |
) |
|
Issuance of common stock under restricted stock plan |
|
676 |
|
|
|
1 |
|
|
|
(1 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Retired shares for restricted stock vesting |
|
(595 |
) |
|
|
(1 |
) |
|
|
(3,997 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,998 |
) |
|
Issuance of common stock as stock dividend |
|
123 |
|
|
|
— |
|
|
|
1,589 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,589 |
|
|
Dividend distributions |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(65,238 |
) |
|
|
— |
|
|
|
(65,238 |
) |
|
Stock-based compensation (1) |
|
— |
|
|
|
— |
|
|
|
7,231 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7,231 |
|
|
Balance at September 30, 2015 |
|
72,109 |
|
|
$ |
73 |
|
|
$ |
757,646 |
|
|
$ |
(50,118 |
) |
|
$ |
22,503 |
|
|
$ |
(6,969 |
) |
|
$ |
(342 |
) |
|
$ |
722,793 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2015 |
|
72,118 |
|
|
$ |
73 |
|
|
$ |
752,244 |
|
|
$ |
(52,808 |
) |
|
$ |
27,993 |
|
|
$ |
(10,026 |
) |
|
$ |
(342 |
) |
|
$ |
717,134 |
|
|
Net increase (decrease) in net assets resulting from operations |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(16,072 |
) |
|
|
3,427 |
|
|
|
67,227 |
|
|
|
— |
|
|
|
54,582 |
|
|
Public offering, net of offering expenses |
|
4,273 |
|
|
|
4 |
|
|
|
50,173 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
50,177 |
|
|
Acquisition of common stock under repurchase plan |
|
(450 |
) |
|
|
(1 |
) |
|
|
(4,789 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,790 |
) |
|
Issuance of common stock due to stock option exercises |
|
42 |
|
|
|
— |
|
|
|
426 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
426 |
|
|
Retired shares from net issuance |
|
(6 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Issuance of common stock under restricted stock plan |
|
552 |
|
|
|
1 |
|
|
|
(1 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Retired shares for restricted stock vesting |
|
(240 |
) |
|
|
— |
|
|
|
(2,560 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,560 |
) |
|
Issuance of common stock as stock dividend |
|
111 |
|
|
|
— |
|
|
|
1,343 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,343 |
|
|
Dividend distributions |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(68,408 |
) |
|
|
— |
|
|
|
(68,408 |
) |
|
Stock-based compensation (1) |
|
— |
|
|
|
— |
|
|
|
5,685 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,685 |
|
|
Balance at September 30, 2016 |
|
76,400 |
|
|
$ |
77 |
|
|
$ |
802,521 |
|
|
$ |
(68,880 |
) |
|
$ |
31,420 |
|
|
$ |
(11,207 |
) |
|
$ |
(342 |
) |
|
$ |
753,589 |
|
|
(1) |
Stock-based compensation includes $69 and $65 of restricted stock and option expense related to director compensation for the nine months ended September 30, 2016 and 2015, respectively. |
See notes to consolidated financial statements.
6
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
(dollars in thousands)
|
|
For the Nine Months Ended September 30, |
|
|||||
|
|
2016 |
|
|
2015 |
|
||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations |
$ |
54,582 |
|
|
$ |
28,746 |
|
|
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
Purchase of investments |
|
(461,772 |
) |
|
|
(532,048 |
) |
|
Principal and fee payments received on investments |
|
340,584 |
|
|
|
379,247 |
|
|
Proceeds from the sale of investments |
|
16,701 |
|
|
|
16,523 |
|
|
Net unrealized depreciation on investments |
|
16,072 |
|
|
|
33,042 |
|
|
Net realized loss (gain) on investments |
|
(3,427 |
) |
|
|
(8,424 |
) |
|
Accretion of paid-in-kind principal |
|
(5,317 |
) |
|
|
(2,796 |
) |
|
Accretion of loan discounts |
|
(5,524 |
) |
|
|
(6,369 |
) |
|
Accretion of loan discount on Convertible Senior Notes |
|
82 |
|
|
|
185 |
|
|
Loss on debt extinguishment (Long-Term Liabilities - Convertible Senior Notes) |
|
— |
|
|
|
1 |
|
|
Payment of loan discount on Convertible Senior Notes |
|
— |
|
|
|
(5 |
) |
|
Accretion of loan exit fees |
|
(16,679 |
) |
|
|
(10,493 |
) |
|
Change in deferred loan origination revenue |
|
(253 |
) |
|
|
1,275 |
|
|
Unearned fees related to unfunded commitments |
|
(308 |
) |
|
|
(271 |
) |
|
Amortization of debt fees and issuance costs |
|
2,987 |
|
|
|
3,498 |
|
|
Depreciation |
|
152 |
|
|
|
152 |
|
|
Stock-based compensation and amortization of restricted stock grants (1) |
|
5,685 |
|
|
|
7,231 |
|
|
Change in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Interest and fees receivable |
|
(1,622 |
) |
|
|
925 |
|
|
Prepaid expenses and other assets |
|
228 |
|
|
|
4,833 |
|
|
Accounts payable |
|
56 |
|
|
|
171 |
|
|
Accrued liabilities |
|
(729 |
) |
|
|
6,065 |
|
|
Net cash used in operating activities |
|
(58,502 |
) |
|
|
(78,512 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchases of capital equipment |
|
(227 |
) |
|
|
(158 |
) |
|
Reduction of restricted cash |
|
211 |
|
|
|
7,302 |
|
|
Net cash (used in) provided by investing activities |
|
(16 |
) |
|
|
7,144 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Issuance of common stock, net |
|
50,177 |
|
|
|
100,092 |
|
|
Repurchase of common stock, net |
|
(4,790 |
) |
|
|
(4,498 |
) |
|
Retirement of employee shares |
|
(2,134 |
) |
|
|
(3,993 |
) |
|
Dividend distributions paid |
|
(67,065 |
) |
|
|
(63,649 |
) |
|
Issuance of 2024 Notes Payable |
|
141,945 |
|
|
|
— |
|
|
Repayments of 2019 Notes Payable |
|
— |
|
|
|
(20,000 |
) |
|
Repayments of 2017 Asset-Backed Notes |
|
— |
|
|
|
(16,049 |
) |
|
Repayments of 2021 Asset-Backed Notes |
|
(12,296 |
) |
|
|
— |
|
|
Borrowings of credit facilities |
|
193,276 |
|
|
|
53,365 |
|
|
Repayments of credit facilities |
|
(243,276 |
) |
|
|
(53,365 |
) |
|
Cash paid for debt issuance costs |
|
(4,858 |
) |
|
|
— |
|
|
Cash paid for redemption of Convertible Senior Notes |
|
(17,604 |
) |
|
|
(65 |
) |
|
Fees paid for credit facilities and debentures |
|
(1,041 |
) |
|
|
(282 |
) |
|
Net cash provided by (used in) financing activities |
|
32,334 |
|
|
|
(8,444 |
) |
|
Net decrease in cash and cash equivalents |
|
(26,184 |
) |
|
|
(79,812 |
) |
|
Cash and cash equivalents at beginning of period |
|
95,196 |
|
|
|
227,116 |
|
|
Cash and cash equivalents at end of period |
$ |
69,012 |
|
|
$ |
147,304 |
|
|
|
|
|
|
|
|
|
|
|
Supplemental non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
Dividend distributions reinvested |
$ |
1,343 |
|
|
$ |
1,589 |
|
|
(1) |
Stock-based compensation includes $69 and $65 of restricted stock and option expense related to director compensation for the nine months ended September 30, 2016 and 2015, respectively. |
See notes to consolidated financial statements.
7
CONSOLIDATED SCHEDULE OF INVESTMENTS
September 30, 2016
(unaudited)
(dollars in thousands)
|
Portfolio Company |
|
|
Sub-Industry |
|
Type of Investment(1) |
|
Maturity Date |
|
Interest Rate and Floor |
|
Principal Amount |
|
|
Cost(2) |
|
|||