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 June 30, 2019

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

 

74-3113410

(State or Jurisdiction of

Incorporation or Organization)

 

(IRS Employer

Identification Number)

 

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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, par value $0.001 per share

HTGC

New York Stock Exchange

5.25% Notes due 2025

HCXZ

New York Stock Exchange

6.25% Notes due 2033

HCXY

New York Stock Exchange

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 every Interactive Data File required to be submitted 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 such files).    Yes      No  

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

Large accelerated filer

 

  

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

  

Smaller reporting company

 

 

Emerging growth company

 

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with a new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

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

On July 29, 2019, there were 104,570,273 shares outstanding of the Registrant’s common stock, $0.001 par value.

 

 


 

HERCULES CAPITAL, INC.

FORM 10-Q TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION

  

3

 

Item 1.

 

 

Consolidated Financial Statements

  

3

 

 

 

Consolidated Statement of Assets and Liabilities as of June 30, 2019 and December 31, 2018 (unaudited)

  

3

 

 

 

Consolidated Statement of Operations for the three and six months ended June 30, 2019 and 2018 (unaudited)

  

5

 

 

 

Consolidated Statement of Changes in Net Assets for the three and six months ended June 30, 2019 and 2018 (unaudited)

  

6

 

 

 

Consolidated Statement of Cash Flows for the six months ended June 30, 2019 and 2018 (unaudited)

  

8

 

 

 

Consolidated Schedule of Investments as of June 30, 2019 (unaudited)

  

10

 

 

 

Consolidated Schedule of Investments as of December 31, 2018 (unaudited)

  

21

 

 

 

Notes to Consolidated Financial Statements (unaudited)

  

37

Item 2.

 

 

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

  

74

Item 3.

 

 

Quantitative and Qualitative Disclosures About Market Risk

  

94

Item 4.

 

 

Controls and Procedures

  

95

 

PART II. OTHER INFORMATION

  

96

 

Item 1.

 

Legal Proceedings

  

96

Item 1A.

 

 

Risk Factors

 

96

Item 2.

 

 

Unregistered Sales of Equity Securities and Use of Proceeds

  

98

Item 3.

 

 Defaults Upon Senior Securities

  

98

Item 4.

 

 

Mine Safety Disclosures

  

98

Item 5.

 

 

Other Information

  

98

Item 6.

 

 

Exhibits and Financial Statement Schedules

  

99

 

SIGNATURES

  

102

 

 

 

 

2


 

PART I: FINANCIAL INFORMATION

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.

 

ITEM 1.

CONSOLIDATED FINANCIAL STATEMENTS

HERCULES CAPITAL, INC.

CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES

(unaudited)

(in thousands, except per share data)

 

 

 

June 30, 2019

 

 

December 31, 2018

 

Assets

 

 

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

 

 

Non-control/Non-affiliate investments (cost of $2,162,377 and $1,830,725, respectively)

 

$

2,174,691

 

 

$

1,801,258

 

Control investments (cost of $65,143 and $64,799, respectively)

 

 

55,894

 

 

 

57,619

 

Affiliate investments (cost of $88,142 and $85,000, respectively)

 

 

21,414

 

 

 

21,496

 

Total investments in securities, at value (cost of $2,315,662 and $1,980,524, respectively)

 

 

2,251,999

 

 

 

1,880,373

 

Cash and cash equivalents

 

 

13,261

 

 

 

34,212

 

Restricted cash

 

 

15,339

 

 

 

11,645

 

Interest receivable

 

 

18,206

 

 

 

16,959

 

Right of use asset (1)

 

 

8,493

 

 

 

 

Other assets

 

 

4,269

 

 

 

2,002

 

Total assets

 

$

2,311,567

 

 

$

1,945,191

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

27,274

 

 

$

25,961

 

Operating lease liability (1)

 

 

8,530

 

 

 

 

SBA Debentures, net (principal of $149,000 and $149,000, respectively)

 

 

147,910

 

 

 

147,655

 

2022 Notes, net (principal of $150,000 and $150,000, respectively) (2)

 

 

148,252

 

 

 

147,990

 

2024 Notes, net (principal of $0 and $83,510, respectively) (2)

 

 

 

 

 

81,852

 

2025 Notes, net (principal of $75,000 and $75,000, respectively) (2)

 

 

72,780

 

 

 

72,590

 

2033 Notes, net (principal of $40,000 and $40,000, respectively) (2)

 

 

38,447

 

 

 

38,427

 

2027 Asset-Backed Notes, net (principal of $200,000 and $200,000, respectively) (2)

 

 

197,171

 

 

 

197,265

 

2028 Asset-Backed Notes, net (principal of $250,000 and $0, respectively) (2)

 

 

247,266

 

 

 

 

2022 Convertible Notes, net (principal of $230,000 and $230,000, respectively) (2)

 

 

225,832

 

 

 

225,051

 

Credit Facilities

 

 

93,421

 

 

 

52,956

 

Total liabilities

 

$

1,206,883

 

 

$

989,747

 

 

 

 

 

 

 

 

 

 

Net assets consist of:

 

 

 

 

 

 

 

 

Common stock, par value

 

 

104

 

 

 

96

 

Capital in excess of par value

 

 

1,149,774

 

 

 

1,052,269

 

Total distributable earnings (loss) (3)

 

 

(45,194

)

 

 

(92,859

)

Treasury Stock, at cost, no shares as of June 30, 2019 and 376,466 shares as of December 31, 2018

 

 

 

 

 

(4,062

)

Total net assets

 

$

1,104,684

 

 

$

955,444

 

Total liabilities and net assets

 

$

2,311,567

 

 

$

1,945,191

 

 

 

 

 

 

 

 

 

 

Shares of common stock outstanding ($0.001 par value and 200,000,000 authorized)

 

 

104,282

 

 

 

96,501

 

Net asset value per share

 

$

10.59

 

 

$

9.90

 

 

(1)

See “Note 2 – Summary of Significant Accounting Policies” for a description of Right of use asset and Operating lease liability.

(2)

The Company’s SBA debentures, 2022 Notes, 2024 Notes, 2025 Notes, 2033 Notes, 2027 Asset-Backed Notes, 2028 Asset-Backed Notes, and 2022 Convertible Notes, as each term is defined herein, are presented net of the associated debt issuance costs for each instrument. See “Note 4 – Borrowings”.

(3)

Certain prior year numbers have been adjusted to conform with the SEC final rules on disclosure updates and simplification effective November 5, 2018. See Note 2.

 

See notes to consolidated financial statements

3


 

The following table presents the assets and liabilities of our consolidated securitization trusts for the 2027 Asset-Backed Notes and the 2028 Asset-Backed Notes (see Note 4), which are variable interest entities, or VIEs. The assets of our securitization VIEs can only be used to settle obligations of our consolidated securitization VIEs, these liabilities are only the obligations of our consolidated securitization VIEs, 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)

 

June 30, 2019

 

 

December 31, 2018

 

Assets

 

 

 

 

 

 

 

 

Restricted Cash

 

$

15,339

 

 

$

11,645

 

2027 Asset-Backed Notes, investments in securities, at value (cost of $298,584 and $279,373, respectively)

 

 

293,149

 

 

 

277,781

 

2028 Asset-Backed Notes, investments in securities, at value (cost of $363,734 and $0, respectively)

 

 

365,745

 

 

 

 

Total assets

 

$

674,233

 

 

$

289,426

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

2027 Asset-Backed Notes, net (principal of $200,000 and $200,000, respectively) (1)

 

$

197,171

 

 

$

197,265

 

2028 Asset-Backed Notes, net (principal of $250,000 and $0, respectively) (1)

 

 

247,266

 

 

 

 

Total liabilities

 

$

444,437

 

 

$

197,265

 

 

(1)

The Company’s 2027 Asset-Backed Notes and the 2028 Asset-Backed Notes are presented net of the associated debt issuance costs. See “Note 4 – Borrowings”.

See notes to consolidated financial statements

4


 

HERCULES CAPITAL, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(unaudited)

(in thousands, except per share data)

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Investment income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-control/Non-affiliate investments

 

$

59,932

 

 

$

44,535

 

 

$

113,872

 

 

$

86,369

 

Control investments

 

 

1,040

 

 

 

841

 

 

 

2,064

 

 

 

1,427

 

Affiliate investments

 

 

738

 

 

 

500

 

 

 

1,247

 

 

 

1,061

 

Total interest income

 

 

61,710

 

 

 

45,876

 

 

 

117,183

 

 

 

88,857

 

Fee income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitment, facility and loan fee income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-control/Non-affiliate investments

 

 

5,028

 

 

 

1,930

 

 

 

7,478

 

 

 

4,370

 

Control investments

 

 

4

 

 

 

 

 

 

8

 

 

 

 

Affiliate investments

 

 

72

 

 

 

84

 

 

 

160

 

 

 

192

 

Total commitment, facility and loan fee income

 

 

5,104

 

 

 

2,014

 

 

 

7,646

 

 

 

4,562

 

One-time fee income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-control/Non-affiliate investments

 

 

2,450

 

 

 

1,672

 

 

 

3,230

 

 

 

4,843

 

Total one-time fee income

 

 

2,450

 

 

 

1,672

 

 

 

3,230

 

 

 

4,843

 

Total fee income

 

 

7,554

 

 

 

3,686

 

 

 

10,876

 

 

 

9,405

 

Total investment income

 

 

69,264

 

 

 

49,562

 

 

 

128,059

 

 

 

98,262

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

 

13,515

 

 

 

9,878

 

 

 

26,070

 

 

 

19,264

 

Loan fees

 

 

1,646

 

 

 

3,362

 

 

 

4,655

 

 

 

4,537

 

General and administrative

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Legal expenses

 

 

1,963

 

 

 

637

 

 

 

2,626

 

 

 

1,212

 

Other expenses

 

 

3,832

 

 

 

3,037

 

 

 

7,322

 

 

 

6,471

 

Total general and administrative

 

 

5,795

 

 

 

3,674

 

 

 

9,948

 

 

 

7,683

 

Employee compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

 

9,190

 

 

 

7,017

 

 

 

15,813

 

 

 

12,775

 

Stock-based compensation

 

 

3,851

 

 

 

2,857

 

 

 

7,273

 

 

 

5,166

 

Total employee compensation

 

 

13,041

 

 

 

9,874

 

 

 

23,086

 

 

 

17,941

 

Total operating expenses

 

 

33,997

 

 

 

26,788

 

 

 

63,759

 

 

 

49,425

 

Net investment income

 

 

35,267

 

 

 

22,774

 

 

 

64,300

 

 

 

48,837

 

Net realized gain (loss) on investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-control/Non-affiliate investments

 

 

4,271

 

 

 

(3,953

)

 

 

8,826

 

 

 

(7,465

)

Control investments

 

 

 

 

 

(2,900

)

 

 

 

 

 

(4,308

)

Affiliate investments

 

 

 

 

 

(2,058

)

 

 

 

 

 

(2,058

)

Total net realized gain (loss) on investments

 

 

4,271

 

 

 

(8,911

)

 

 

8,826

 

 

 

(13,831

)

Net change in unrealized appreciation (depreciation) on investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-control/Non-affiliate investments

 

 

9,794

 

 

 

32,700

 

 

 

41,884

 

 

 

18,360

 

Control investments

 

 

808

 

 

 

3,957

 

 

 

(2,068

)

 

 

3,337

 

Affiliate investments

 

 

(2,009

)

 

 

1,540

 

 

 

(3,226

)

 

 

1,303

 

Total net unrealized appreciation (depreciation) on investments

 

 

8,593

 

 

 

38,197

 

 

 

36,590

 

 

 

23,000

 

Total net realized and unrealized gain (loss)

 

 

12,864

 

 

 

29,286

 

 

 

45,416

 

 

 

9,169

 

Net increase (decrease) in net assets resulting from operations

 

$

48,131

 

 

$

52,060

 

 

$

109,716

 

 

$

58,006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

Basic

 

$

0.36

 

 

$

0.26

 

 

$

0.66

 

 

$

0.57

 

Change in net assets resulting from operations per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.49

 

 

$

0.59

 

 

$

1.13

 

 

$

0.67

 

Diluted

 

$

0.49

 

 

$

0.59

 

 

$

1.12

 

 

$

0.67

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

98,223

 

 

 

87,125

 

 

 

97,226

 

 

 

85,868

 

Diluted

 

 

98,737

 

 

 

87,199

 

 

 

97,630

 

 

 

85,939

 

Distributions paid per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.33

 

 

$

0.31

 

 

$

0.64

 

 

$

0.62

 

 

See notes to consolidated financial statements

5


 

HERCULES CAPITAL, INC.

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS

(unaudited)

(dollars and shares in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital in

 

 

Distributable

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

excess

 

 

Earnings

 

 

Treasury

 

 

Net

 

For the Three Months Ended June 30, 2019

Shares

 

 

Par Value

 

 

of par value

 

 

(loss)(2)

 

 

Stock

 

 

Assets

 

Balance at March 31, 2019

 

96,543

 

 

$

96

 

 

$

1,051,427

 

 

$

(61,174

)

 

$

 

 

$

990,349

 

Net increase (decrease) in net assets resulting from operations

 

 

 

 

 

 

 

 

 

 

48,131

 

 

 

 

 

 

48,131

 

Public offering, net of offering expenses

 

7,700

 

 

 

8

 

 

 

95,436

 

 

 

 

 

 

 

 

 

95,444

 

Issuance of common stock due to stock option exercises

 

1

 

 

 

 

 

 

7

 

 

 

 

 

 

 

 

 

7

 

Retired shares from net issuance

 

(1

)

 

 

 

 

 

(7

)

 

 

 

 

 

 

 

 

(7

)

Issuance of common stock under restricted stock plan

 

10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retirement of common stock under repurchase plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retired shares for restricted stock vesting

 

(13

)

 

 

 

 

 

(196

)

 

 

 

 

 

 

 

 

(196

)

Distributions reinvested in common stock

 

42

 

 

 

 

 

 

557

 

 

 

 

 

 

 

 

 

557

 

Distributions

 

 

 

 

 

 

 

 

 

 

(32,151

)

 

 

 

 

 

(32,151

)

Stock-based compensation (1)

 

 

 

 

 

 

 

2,550

 

 

 

 

 

 

 

 

 

2,550

 

Balance at June 30, 2019

 

104,282

 

 

$

104

 

 

$

1,149,774

 

 

$

(45,194

)

 

$

 

 

$

1,104,684

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Six Months Ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2018

 

96,501

 

 

$

96

 

 

$

1,052,269

 

 

$

(92,859

)

 

$

(4,062

)

 

$

955,444

 

Net increase (decrease) in net assets resulting from operations

 

 

 

 

 

 

 

 

 

 

109,716

 

 

 

 

 

 

109,716

 

Public offering, net of offering expenses

 

7,700

 

 

 

8

 

 

 

95,415

 

 

 

 

 

 

 

 

 

95,423

 

Issuance of common stock due to stock option exercises

 

14

 

 

 

 

 

 

161

 

 

 

 

 

 

 

 

 

161

 

Retired shares from net issuance

 

(12

)

 

 

 

 

 

(166

)

 

 

 

 

 

 

 

 

(166

)

Issuance of common stock under restricted stock plan

 

58

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retirement of common stock under repurchase plan

 

 

 

 

 

 

 

(4,062

)

 

 

 

 

 

4,062

 

 

 

 

Retired shares for restricted stock vesting

 

(68

)

 

 

 

 

 

(887

)

 

 

 

 

 

 

 

 

(887

)

Distributions reinvested in common stock

 

89

 

 

 

 

 

 

1,189

 

 

 

 

 

 

 

 

 

1,189

 

Distributions

 

 

 

 

 

 

 

 

 

 

(62,051

)

 

 

 

 

 

(62,051

)

Stock-based compensation (1)

 

 

 

 

 

 

 

5,855

 

 

 

 

 

 

 

 

 

5,855

 

Balance at June 30, 2019

 

104,282

 

 

$

104

 

 

$

1,149,774

 

 

$

(45,194

)

 

$

 

 

$

1,104,684

 

 

(1)

Stock-based compensation includes $24 and $31 of restricted stock and option expense related to director compensation for the three and six months ended June 30, 2019, respectively.

(2)

Certain prior year numbers have been adjusted to conform with the SEC final rules on disclosure updates and simplification effective November 5, 2018. See Note 2.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to consolidated financial statements

6


 

 

 

HERCULES CAPITAL, INC.

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS

(unaudited)

(dollars and shares in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital in

 

 

Distributable

 

 

 

 

 

 

 

Common Stock

 

 

excess

 

 

Earnings

 

 

Net

 

For the Three Months Ended June 30, 2018

 

Shares

 

 

Par Value

 

 

of par value

 

 

(loss)(2)

 

 

Assets

 

Balance at March 31, 2018

 

 

85,239

 

 

$

85

 

 

$

916,738

 

 

$

(88,092

)

 

$

828,731

 

Net increase (decrease) in net assets resulting from operations

 

 

 

 

 

 

 

 

 

 

 

52,060

 

 

 

52,060

 

Public offering, net of offering expenses

 

 

9,008

 

 

 

9

 

 

 

106,665

 

 

 

 

 

 

106,674

 

Issuance of common stock due to stock option exercises

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

1

 

Retired shares from net issuance

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

(1

)

Issuance of common stock under restricted stock plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retired shares for restricted stock vesting

 

 

(21

)

 

 

 

 

 

(242

)

 

 

 

 

 

(242

)

Distributions reinvested in common stock

 

 

34

 

 

 

 

 

 

428

 

 

 

 

 

 

428

 

Distributions

 

 

 

 

 

 

 

 

 

 

 

(26,678

)

 

 

(26,678

)

Stock-based compensation (1)

 

 

 

 

 

 

 

 

2,724

 

 

 

 

 

 

2,724

 

Balance at June 30, 2018

 

 

94,260

 

 

$

94

 

 

$

1,026,313

 

 

$

(62,710

)

 

$

963,697

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Six Months Ended June 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2017

 

 

84,424

 

 

$

85

 

 

$

908,501

 

 

$

(67,619

)

 

$

840,967

 

Net increase (decrease) in net assets resulting from operations

 

 

 

 

 

 

 

 

 

 

 

58,006

 

 

 

58,006

 

Public offering, net of offering expenses

 

 

9,486

 

 

 

9

 

 

 

112,617

 

 

 

 

 

 

112,626

 

Issuance of common stock due to stock option exercises

 

 

38

 

 

 

 

 

 

433

 

 

 

 

 

 

433

 

Retired shares from net issuance

 

 

(36

)

 

 

 

 

 

(447

)

 

 

 

 

 

(447

)

Issuance of common stock under restricted stock plan

 

 

336

 

 

 

 

 

 

 

 

 

 

 

 

 

Retired shares for restricted stock vesting

 

 

(57

)

 

 

 

 

 

(688

)

 

 

 

 

 

(688

)

Distributions reinvested in common stock

 

 

69

 

 

 

 

 

 

854

 

 

 

 

 

 

854

 

Distributions

 

 

 

 

 

 

 

 

 

 

 

(53,097

)

 

 

(53,097

)

Stock-based compensation (1)

 

 

 

 

 

 

 

 

5,043

 

 

 

 

 

 

5,043

 

Balance at June 30, 2018

 

 

94,260

 

 

$

94

 

 

$

1,026,313

 

 

$

(62,710

)

 

$

963,697

 

 

(1)

Stock-based compensation includes $10 and $20 of restricted stock and option expense related to director compensation for the three and six months ended June 30, 2018, respectively.

(2)

Certain prior year numbers have been adjusted to conform with the SEC final rules on disclosure updates and simplification effective November 5, 2018. See Note 2.

 

 

 

See notes to consolidated financial statements

7


 

HERCULES CAPITAL, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)

(dollars in thousands)

 

 

For the Six Months Ended June 30,

 

 

2019

 

 

2018

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net increase (decrease) in net assets resulting from operations

$

109,716

 

 

$

58,006

 

Adjustments to reconcile net increase in net assets resulting from

operations to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

Purchase of investments

 

(607,847

)

 

 

(563,744

)

Principal and fee payments received on investments

 

267,654

 

 

 

414,347

 

Proceeds from the sale of investments

 

21,264

 

 

 

9,768

 

Net unrealized depreciation (appreciation) on investments

 

(36,590

)

 

 

(23,000

)

Net realized loss (gain) on investments

 

(8,826

)

 

 

13,831

 

Accretion of paid-in-kind principal

 

(4,310

)

 

 

(4,696

)

Accretion of loan discounts

 

(1,510

)

 

 

(1,562

)

Accretion of loan discount on convertible notes

 

336

 

 

 

336

 

Accretion of loan exit fees

 

(11,253

)

 

 

(8,923

)

Change in deferred loan origination revenue

 

10,787

 

 

 

3,415

 

Unearned fees related to unfunded commitments

 

1,898

 

 

 

1,616

 

Amortization of debt fees and issuance costs

 

3,956

 

 

 

3,999

 

Depreciation

 

101

 

 

 

94

 

Stock-based compensation and amortization of restricted stock grants (1)

 

5,855

 

 

 

5,043

 

Change in operating assets and liabilities:

 

 

 

 

 

 

 

Interest and fees receivable

 

(1,247

)

 

 

(2,146

)

Prepaid expenses and other assets

 

(11,453

)

 

 

518

 

Accounts payable

 

(191

)

 

 

244

 

Accrued liabilities

 

10,136

 

 

 

(1,016

)

Net cash provided by (used in) operating activities

 

(251,524

)

 

 

(93,870

)

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Purchases of capital equipment

 

(241

)

 

 

(116

)

Net cash provided by (used in) investing activities

 

(241

)

 

 

(116

)

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Issuance of common stock, net

 

95,379

 

 

 

112,626

 

Retirement of employee shares

 

(850

)

 

 

(701

)

Distributions paid

 

(60,862

)

 

 

(52,243

)

Issuance of 2028 Asset-Backed Notes

 

250,000

 

 

 

 

Repayments of 2024 Notes

 

(83,510

)

 

 

(100,000

)

Repayments of 2021 Asset-Backed Notes

 

 

 

 

(18,065

)

Borrowings of credit facilities

 

405,192

 

 

 

150,700

 

Repayments of credit facilities

 

(364,727

)

 

 

(92,377

)

Cash paid for debt issuance costs

 

(3,117

)

 

 

(519

)

Fees paid for credit facilities and debentures

 

(2,997

)

 

 

(83

)

Net cash provided by (used in) financing activities

 

234,508

 

 

 

74,338

 

Net increase (decrease) in cash, cash equivalents and restricted cash

 

(17,257

)

 

 

(19,648

)

Cash, cash equivalents and restricted cash at beginning of period

 

45,857

 

 

 

94,995

 

Cash, cash equivalents and restricted cash at end of period

$

28,600

 

 

$

75,347

 

 

 

 

 

 

 

 

 

Supplemental non-cash investing and financing activities:

 

 

 

 

 

 

 

Distributions reinvested

 

1,189

 

 

 

854

 

 

(1)

Stock-based compensation includes $31 and $20 of restricted stock and option expense related to director compensation for the six months ended June 30, 2019 and 2018, respectively.


See notes to consolidated financial statements

8


 

The following table presents a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Statement of Assets and Liabilities that sum to the total of the same such amounts in the Consolidated Statement of Cash Flows:

 

 

For the Six Months Ended June 30,

 

(Dollars in thousands)

2019

 

 

2018

 

Cash and cash equivalents

$

13,261

 

 

$

59,461

 

Restricted cash

 

15,339

 

 

 

15,886

 

Total cash, cash equivalents and restricted cash presented in the Consolidated Statements of Cash Flows

$

28,600

 

 

$

75,347

 

See “Note 2 – Summary of Significant Accounting Policies” for a description of restricted cash and cash equivalents.

 

See notes to consolidated financial statements

9


HERCULES CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2019

(unaudited)

(dollars in thousands)

 

 

Portfolio Company

Sub-Industry

Type of

Investment (1)

Maturity Date

Interest Rate and Floor (2)

Principal

Amount

 

Cost (3)

 

Value (4)

 

Debt Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

Biotechnology Tools

 

 

 

 

 

 

 

 

 

 

 

 

 

Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

Exicure, Inc. (11)

Biotechnology Tools

Senior Secured

March 2020

Interest rate PRIME + 6.45% or Floor rate of 9.95%, 5.52% Exit Fee

$

4,999

 

$

5,199

 

$

5,199

 

Subtotal: Under 1 Year Maturity

 

 

 

 

 

 

 

 

5,199

 

 

5,199

 

Subtotal: Biotechnology Tools (0.47%)*

 

 

 

 

 

5,199

 

 

5,199

 

Consumer & Business Products

 

 

 

 

 

 

 

 

 

 

 

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

WHOOP, INC. (12)

Consumer & Business Products

Senior Secured

July 2021

Interest rate PRIME + 3.75% or Floor rate of 8.50%, 6.95% Exit Fee

$

6,000

 

 

6,142

 

 

6,153

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

6,142

 

 

6,153

 

Subtotal: Consumer & Business Products (0.56%)*

 

 

 

 

 

6,142

 

 

6,153

 

Diversified Financial Services

 

 

 

 

 

 

 

 

 

 

 

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

Gibraltar Business Capital, LLC (7)

Diversified Financial Services

Unsecured

March 2023

Interest rate FIXED 14.50%

$

15,000

 

 

14,754

 

 

14,754

 

Pico Quantitative Trading LLC (18)

Diversified Financial Services

Senior Secured

June 2024

Interest rate PRIME + 5.30% or Floor rate of 10.80%

$

30,000

 

 

29,518

 

 

29,518

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

44,272

 

 

44,272

 

Subtotal: Diversified Financial Services (4.01%)*

 

 

 

 

 

44,272

 

 

44,272

 

Drug Delivery

 

 

 

 

 

 

 

 

 

 

 

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

Antares Pharma Inc. (10)(11)(15)

Drug Delivery

Senior Secured

July 2022

Interest rate PRIME + 4.50% or Floor rate of 9.50%, 4.14% Exit Fee

$

40,000

 

 

40,401

 

 

40,393

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

40,401

 

 

40,393

 

Subtotal: Drug Delivery (3.66%)*

 

 

 

 

 

40,401

 

 

40,393

 

Drug Discovery & Development

 

 

 

 

 

 

 

 

 

 

 

 

 

Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

Brickell Biotech, Inc. (12)

Drug Discovery & Development

Senior Secured

September 2019

Interest rate PRIME + 5.70% or Floor rate of 9.20%, 7.82% Exit Fee

$

3,199

 

 

3,763

 

 

2,802

 

Subtotal: Under 1 Year Maturity

 

 

 

 

 

3,763

 

 

2,802

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

Acacia Pharma Inc. (5)(10)(11)

Drug Discovery & Development

Senior Secured

January 2022

Interest rate PRIME + 4.50% or Floor rate of 9.25%, 3.95% Exit Fee

$

10,000

 

 

9,988

 

 

10,023

 

Aveo Pharmaceuticals, Inc. (11)

Drug Discovery & Development

Senior Secured

July 2021

Interest rate PRIME + 4.70% or Floor rate of 9.45%, 5.40% Exit Fee

$

10,000

 

 

10,218

 

 

10,246

 

 

Drug Discovery & Development

Senior Secured

July 2021

Interest rate PRIME + 4.70% or Floor rate of 9.45%, 3.00% Exit Fee

$

10,000

 

 

10,361

 

 

10,421

 

        Total Aveo Pharmaceuticals, Inc.

$

20,000

 

 

20,579

 

 

20,667

 

Axovant Gene Therapies Ltd. (p.k.a. Axovant Sciences Ltd.) (5)(10)(11)

Drug Discovery & Development

Senior Secured

March 2021

Interest rate PRIME + 6.80% or Floor rate of 10.55%

$

40,248

 

 

39,803

 

 

39,873

 

BridgeBio Pharma LLC (13)(16)

Drug Discovery & Development

Senior Secured

July 2022

Interest rate PRIME + 3.85% or Floor rate of 8.85%, 6.35% Exit Fee

$

35,000

 

 

35,392

 

 

36,163

 

 

Drug Discovery & Development

Senior Secured

July 2022

Interest rate PRIME + 2.85% or Floor rate of 8.60%, 5.75% Exit Fee

$

20,000

 

 

20,098

 

 

20,433

 

 

Drug Discovery & Development

Senior Secured

July 2022

Interest rate PRIME + 3.10% or Floor rate of 9.10%, 5.75% Exit Fee

$

20,000

 

 

19,857

 

 

20,433

 

Total BridgeBio Pharma LLC

 

 

 

 

$

75,000

 

 

75,347

 

 

77,029

 

Chemocentryx, Inc. (10)(15)

Drug Discovery & Development

Senior Secured

December 2022

Interest rate PRIME + 3.30% or Floor rate of 8.05%, 6.25% Exit Fee

$

20,000

 

 

20,123

 

 

20,671

 

Constellation Pharmaceuticals, Inc. (10)(12)(17)

Drug Discovery & Development

Senior Secured

April 2023

Interest rate PRIME + 2.55% or Floor rate of 8.55%, 6.35% Exit Fee

$

20,000

 

 

19,946

 

 

19,946

 

Dermavant Sciences Ltd. (5)(10)(13)

Drug Discovery & Development

Senior Secured

June 2022

Interest rate PRIME + 4.45% or Floor rate of 9.95%, 6.95% Exit Fee

$

20,000

 

 

19,676

 

 

19,676

 

Genocea Biosciences, Inc. (11)

Drug Discovery & Development

Senior Secured

May 2021

Interest rate PRIME + 2.75% or Floor rate of 7.75%, 10.12% Exit Fee

$

13,465

 

 

13,844

 

 

13,846

 

Mesoblast (5)(10)(11)

Drug Discovery & Development

Senior Secured

March 2022

Interest rate PRIME + 4.95% or Floor rate of 9.45%, 6.95% Exit Fee

$

50,000

 

 

50,784

 

 

50,889

 

Metuchen Pharmaceuticals LLC (14)

Drug Discovery & Development

Senior Secured

October 2020

Interest rate PRIME + 7.25% or Floor rate of 10.75%, PIK Interest 1.35%, 2.25% Exit Fee

$

15,769

 

 

16,600

 

 

16,596

 

Motif BioSciences Inc. (5)(10)(11)

Drug Discovery & Development

Senior Secured

September 2021

Interest rate PRIME + 5.50% or Floor rate of 10.00%, 2.15% Exit Fee

$

7,099

 

 

7,093

 

 

3,516

 

Myovant Sciences, Ltd. (5)(10)(11)

Drug Discovery & Development

Senior Secured

November 2021

Interest rate PRIME + 4.00% or Floor rate of 8.25%, 6.55% Exit Fee

$

40,000

 

 

40,875

 

 

40,966

 

Nabriva Therapeutics (5)(10)(11)

Drug Discovery & Development

Senior Secured

June 2023

Interest rate PRIME + 4.30% or Floor rate of 9.80%, 6.95% Exit Fee

$

25,000

 

 

25,028

 

 

25,148

 

Paratek Pharmaceuticals, Inc. (11)(15)(16)

Drug Discovery & Development

Senior Secured

September 2021

Interest rate PRIME + 2.75% or Floor rate of 8.50%, 4.50% Exit Fee

$

40,000

 

 

41,129

 

 

41,338

 

See notes to consolidated financial statements

10


HERCULES CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2019

(unaudited)

(dollars in thousands)

 

 

Portfolio Company

Sub-Industry

Type of

Investment (1)

Maturity Date

Interest Rate and Floor (2)

Principal

Amount

 

Cost (3)

 

Value (4)

 

 

Drug Discovery & Development

Senior Secured

September 2021

Interest rate PRIME + 2.75% or Floor rate of 8.50%, 4.50% Exit Fee

$

10,000

 

$

10,310

 

$

10,350

 

 

Drug Discovery & Development

Senior Secured

September 2021

Interest rate PRIME + 2.75% or Floor rate of 8.50%, 2.25% Exit Fee

$

10,000

 

 

10,123

 

 

10,144

 

 

Drug Discovery & Development

Senior Secured

August 2022

Interest rate PRIME + 2.10% or Floor rate of 7.85%, 6.95% Exit Fee

$

10,000

 

 

10,127

 

 

10,130

 

         Total Paratek Pharmaceuticals, Inc.

$

70,000

 

 

71,689

 

 

71,962

 

Stealth Bio Therapeutics Corp. (5)(10)(11)

Drug Discovery & Development

Senior Secured

January 2021

Interest rate PRIME + 5.50% or Floor rate of 9.50%, 6.68% Exit Fee

$

17,220

 

 

17,901

 

 

17,957

 

TG Therapeutics, Inc. (10)(13)

Drug Discovery & Development

Senior Secured

March 2022

Interest rate PRIME + 5.50% or Floor rate of 10.25%, 3.25% Exit Fee

$

30,000

 

 

29,350

 

 

29,350

 

Tricida, Inc. (11)(15)(17)

Drug Discovery & Development

Senior Secured

April 2023

Interest rate PRIME + 2.35% or Floor rate of 8.35%, 14.10% Exit Fee

$

40,000

 

 

40,013

 

 

40,420

 

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

Drug Discovery & Development

Senior Secured

June 2023

Interest rate PRIME + 3.35% or Floor rate of 8.85%, 7.72% Exit Fee

$

35,000

 

 

35,822

 

 

36,048

 

Urovant Sciences, Ltd. (5)(10)(13)(17)

Drug Discovery & Development

Senior Secured

March 2023

Interest rate PRIME + 4.65% or Floor rate of 10.15%, 4.25% Exit Fee

$

15,000

 

 

14,833

 

 

14,833

 

Verastem, Inc. (11)

Drug Discovery & Development

Senior Secured

December 2022

Interest rate PRIME + 4.25% or Floor rate of 9.75%, 5.25% Exit Fee

$

5,000

 

 

4,980

 

 

5,025

 

 

Drug Discovery & Development

Senior Secured

December 2022

Interest rate PRIME + 4.25% or Floor rate of 9.75%, 5.25% Exit Fee

$

5,000

 

 

5,004

 

 

5,049

 

 

Drug Discovery & Development

Senior Secured

December 2022

Interest rate PRIME + 4.25% or Floor rate of 9.75%, 5.25% Exit Fee

$

5,000

 

 

4,998

 

 

5,037

 

 

Drug Discovery & Development

Senior Secured

December 2022

Interest rate PRIME + 4.25% or Floor rate of 9.75%, 5.25% Exit Fee

$

10,000

 

 

9,973

 

 

10,063

 

 

Drug Discovery & Development

Senior Secured

December 2022

Interest rate PRIME + 4.25% or Floor rate of 9.75%, 5.25% Exit Fee

$

10,000

 

 

9,935

 

 

10,025

 

Total Verastem, Inc.

 

 

 

 

$

35,000

 

 

34,890

 

 

35,199

 

X4 Pharmaceuticals, Inc. (11)(17)

Drug Discovery & Development

Senior Secured

July 2023

Interest rate PRIME + 2.75% or Floor rate of 8.75%, 7.98% Exit Fee

$

20,000

 

 

19,871

 

 

19,880

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

624,055

 

 

624,495

 

Subtotal: Drug Discovery & Development (56.79%)*

 

 

 

 

 

627,818

 

 

627,297

 

Electronics & Computer Hardware

 

 

 

 

 

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

908 DEVICES INC. (15)

Electronics & Computer Hardware

Senior Secured

June 2021

Interest rate PRIME + 4.00% or Floor rate of 8.25%, 4.25% Exit Fee

$

10,000

 

 

10,165

 

 

10,104

 

Glo AB (5)(10)(13)(14)

Electronics & Computer Hardware

Senior Secured

February 2021

Interest rate PRIME + 6.20% or Floor rate of 10.45%, PIK Interest 1.75%, 5.03% Exit Fee

$

10,574

 

 

10,779

 

 

7,589

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

20,944

 

 

17,693

 

Subtotal: Electronics & Computer Hardware (1.60%)*

 

 

 

 

 

20,944

 

 

17,693

 

Healthcare Services, Other

 

 

 

 

 

 

 

 

 

 

 

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

Oak Street Health (11)(16)

Healthcare Services, Other

Senior Secured

June 2022

Interest rate PRIME + 5.00% or Floor rate of 9.75%, 5.95% Exit Fee

$

60,000

 

 

60,635

 

 

60,885

 

PH Group Holdings (13)

Healthcare Services, Other

Senior Secured

September 2020

Interest rate PRIME + 7.45% or Floor rate of 10.95%

$

20,000

 

 

19,939

 

 

19,966

 

 

Healthcare Services, Other

Senior Secured

September 2020

Interest rate PRIME + 7.45% or Floor rate of 10.95%

$

10,000

 

 

9,965

 

 

9,977

 

Total PH Group Holdings

 

 

 

 

$

30,000

 

 

29,904

 

 

29,943

 

The CM Group LLC (17)

Healthcare Services, Other

Senior Secured

June 2024

Interest rate 1-month LIBOR + 8.35% or Floor rate of 9.35%

$

9,500

 

 

9,324

 

 

9,324

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

99,863

 

 

100,152

 

Subtotal: Healthcare Services, Other (9.07%)*

 

 

 

 

 

99,863

 

 

100,152

 

Information Services

 

 

 

 

 

 

 

 

 

 

 

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

MDX Medical, Inc. (14)(15)(19)

Information Services

Senior Secured

June 2021

Interest rate PRIME + 4.00% or Floor rate of 8.25%, PIK Interest 1.70%, 2.80% Exit Fee

$

15,420

 

 

15,314

 

 

15,355

 

Planet Labs, Inc.

Information Services

Senior Secured

June 2022

Interest rate PRIME + 5.50% or Floor rate of 11.00%, 3.00% Exit Fee

$

20,000

 

 

19,345

 

 

19,345

 

YIPIT, LLC (17)(18)

Information Services

Senior Secured

May 2024

Interest rate 1-month LIBOR + 5.55% or Floor rate of 5.55%

$

10,625

 

 

10,395

 

 

10,395

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

45,054

 

 

45,095

 

Subtotal: Information Services (4.08%)*

 

 

 

 

 

45,054

 

 

45,095

 

Internet Consumer & Business Services

 

 

 

 

 

 

 

Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

LogicSource (12)

Internet Consumer & Business Services

Senior Secured

October 2019

Interest rate PRIME + 6.25% or Floor rate of 9.75%, 5.00% Exit Fee

$

1,277

 

 

1,697

 

 

1,697

 

Subtotal: Under 1 Year Maturity

 

 

 

 

 

1,697

 

 

1,697

 

See notes to consolidated financial statements

11


HERCULES CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2019

(unaudited)

(dollars in thousands)

 

 

Portfolio Company

Sub-Industry

Type of

Investment (1)

Maturity Date

Interest Rate and Floor (2)

Principal

Amount

 

Cost (3)

 

Value (4)

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

Adroll, Inc (14)(19)

Internet Consumer & Business Services

Senior Secured

June 2022

Interest rate PRIME + 3.85% or Floor rate of 9.35%, PIK Interest 2.95%, 3.50% Exit Fee

$

20,002

 

$

19,804

 

$

19,804

 

AppDirect, Inc. (11)(19)

Internet Consumer & Business Services

Senior Secured

January 2022

Interest rate PRIME + 5.70% or Floor rate of 9.95%, 3.45% Exit Fee

$

20,000

 

 

20,158

 

 

20,276

 

Arctic Wolf Networks, Inc. (13)(19)

Internet Consumer & Business Services

Senior Secured

April 2023

Interest rate 3-month LIBOR + 7.75% or Floor rate of 10.10%, 7.55% Exit Fee

$

30,000

 

 

29,825

 

 

29,825

 

Cloudpay, Inc. (5)(10)(11)

Internet Consumer & Business Services

Senior Secured

April 2022

Interest rate PRIME + 4.05% or Floor rate of 8.55%, 6.95% Exit Fee

$

11,000

 

 

11,156

 

 

11,250

 

Contentful, Inc. (5)(10)(11)(14)

Internet Consumer & Business Services

Senior Secured

July 2022

Interest rate PRIME + 2.95% or Floor rate of 7.95%, PIK Interest 1.25%, 3.55% Exit Fee

$

3,770

 

 

3,739

 

 

3,765

 

Convercent, Inc. (14)(15)

Internet Consumer & Business Services

Senior Secured

July 2022

Interest rate PRIME + 2.55% or Floor rate of 7.80%, PIK Interest 2.95%, 1.00% Exit Fee

$

10,112

 

 

10,031

 

 

10,095

 

EverFi, Inc. (11)(14)(16)

Internet Consumer & Business Services

Senior Secured

May 2022

Interest rate PRIME + 3.90% or Floor rate of 8.65%, PIK Interest 2.30%

$

61,439

 

 

61,402

 

 

62,167

 

Fastly, Inc. (11)(17)(19)

Internet Consumer & Business Services

Senior Secured

December 2021

Interest rate PRIME + 4.25%, 1.50% Exit Fee

$

6,667

 

 

6,593

 

 

6,593

 

First Insight, Inc. (15)

Internet Consumer & Business Services

Senior Secured

November 2021

Interest rate PRIME + 6.25% or Floor rate of 11.25%

$

10,000

 

 

9,852

 

 

9,884

 

Greenphire, Inc. (17)

Internet Consumer & Business Services

Senior Secured

January 2021

Interest rate 3-month LIBOR + 8.00% or Floor rate of 9.00%

$

2,078

 

 

2,078

 

 

2,092

 

 

Internet Consumer & Business Services

Senior Secured

January 2021

Interest rate PRIME + 3.75% or Floor rate of 7.00%

$

750

 

 

750

 

 

748

 

Total Greenphire, Inc.

 

 

 

 

$

2,828

 

 

2,828

 

 

2,840

 

Intent (p.k.a. Intent Media, Inc.) (12)

Internet Consumer & Business Services

Senior Secured

September 2021

Interest rate PRIME + 5.13% or Floor rate of 10.13%

$

15,200

 

 

15,093

 

 

15,074

 

Lendio, Inc. (11)(17)(19)

Internet Consumer & Business Services

Senior Secured

April 2023

Interest rate PRIME + 4.45% or Floor rate of 9.95%, 5.25% Exit Fee

$

5,000

 

 

4,929

 

 

4,929

 

Patron Technology (18)

Internet Consumer & Business Services

Senior Secured

June 2024

Interest rate 3-month LIBOR + 8.30% or Floor rate of 9.30%

$

32,500

 

 

31,535

 

 

31,535

 

Postmates, Inc. (17)(19)

Internet Consumer & Business Services

Senior Secured

September 2022

Interest rate PRIME + 3.85% or Floor rate of 8.85%, 8.05% Exit Fee

$

20,000

 

 

19,976

 

 

20,118

 

SeatGeek, Inc. (14)(17)

Internet Consumer & Business Services

Senior Secured

June 2023

Interest rate PRIME + 5.00% or Floor rate of 10.50%, PIK Interest 0.50%

$

15,000

 

 

14,521

 

 

14,521

 

Snagajob.com, Inc. (13)(14)

Internet Consumer & Business Services

Senior Secured

August 2020

Interest rate PRIME + 5.15% or Floor rate of 9.15%, PIK Interest 1.95%, 2.55% Exit Fee

$

42,255

 

 

42,636

 

 

42,777

 

 

Internet Consumer & Business Services

Senior Secured

August 2020

Interest rate PRIME + 5.65% or Floor rate of 10.65%, PIK Interest 1.95%, 2.55% Exit Fee

$

5,083

 

 

4,951

 

 

4,972

 

Total Snagajob.com, Inc.

 

 

 

 

$

47,338

 

 

47,587

 

 

47,749

 

Tectura Corporation (7)(8)(9)(14)

Internet Consumer & Business Services

Senior Secured

June 2021

Interest rate FIXED 6.00%, PIK Interest 3.00%

$

21,243

 

 

21,243

 

 

9,670

 

 

Internet Consumer & Business Services

Senior Secured

June 2021

PIK Interest 8.00%

$

10,680

 

 

240

 

 

 

Total Tectura Corporation

 

 

 

 

$

31,923

 

 

21,483

 

 

9,670

 

Thumbtack, Inc. (13)(14)

Internet Consumer & Business Services

Senior Secured

May 2022

Interest rate PRIME + 3.45% or Floor rate of 7.95%, PIK Interest 1.50%, 2.95% Exit Fee

$

25,100

 

 

24,823

 

 

24,823

 

Wheels Up Partners LLC (11)

Internet Consumer & Business Services

Senior Secured

July 2022

Interest rate 3-month LIBOR + 8.55% or Floor rate of 9.55%

$

18,717

 

 

18,584

 

 

18,589

 

Xometry, Inc. (13)(19)

Internet Consumer & Business Services

Senior Secured

November 2021

Interest rate PRIME + 3.95% or Floor rate of 8.45%, 7.09% Exit Fee

$

11,000

 

 

11,163

 

 

11,304

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

385,082

 

 

374,811

 

Subtotal: Internet Consumer & Business Services (34.08%)*

 

 

 

 

 

386,779

 

 

376,508

 

Media/Content/Info

 

 

 

 

 

 

 

 

 

 

 

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

Bustle (14)(15)

Media/Content/Info

Senior Secured

June 2021

Interest rate PRIME + 4.10% or Floor rate of 8.35%, PIK Interest 1.95%, 3.12% Exit Fee

$

15,467

 

 

15,481

 

 

15,784

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

15,481

 

 

15,784

 

Subtotal: Media/Content/Info (1.43%)*

 

 

 

 

 

15,481

 

 

15,784

 

Medical Devices & Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

Micell Technologies, Inc. (8)

Medical Devices & Equipment

Senior Secured

August 2019

Interest rate PRIME + 7.25% or Floor rate of 10.50%, 5.00% Exit Fee

$

1,657

 

 

2,069

 

 

515

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to consolidated financial statements

12


HERCULES CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2019

(unaudited)

(dollars in thousands)

 

 

Portfolio Company

Sub-Industry

Type of

Investment (1)

Maturity Date

Interest Rate and Floor (2)

Principal

Amount

 

Cost (3)

 

Value (4)

 

Quanta Fluid Solutions (5)(10)

Medical Devices & Equipment

Senior Secured

April 2020

Interest rate PRIME + 8.05% or Floor rate of 11.55%, 5.00% Exit Fee

$

3,603

 

$

4,183

 

$

4,183

 

Subtotal: Under 1 Year Maturity

 

 

 

 

 

6,252

 

 

4,698

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

Flowonix Medical Incorporated (11)(14)

Medical Devices & Equipment

Senior Secured

October 2021

Interest rate PRIME + 4.00% or Floor rate of 9.00%, PIK Interest 0.5%, 7.95% Exit Fee

$

15,043

 

 

15,087

 

 

15,183

 

Intuity Medical, Inc. (11)(15)

Medical Devices & Equipment

Senior Secured

June 2021

Interest rate PRIME + 5.00% or Floor rate of 9.25%, 6.95% Exit Fee

$

16,345

 

 

16,702

 

 

16,769

 

Quanterix Corporation (11)

Medical Devices & Equipment

Senior Secured

October 2021

Interest rate PRIME + 2.75% or Floor rate of 8.00%, 0.96% Exit Fee

$

7,688

 

 

7,646

 

 

7,669

 

Rapid Micro Biosystems, Inc. (11)(15)

Medical Devices & Equipment

Senior Secured

April 2022

Interest rate PRIME + 5.15% or Floor rate of 9.65%, 7.25% Exit Fee

$

18,000

 

 

18,368

 

 

18,496

 

Sebacia, Inc. (11)(15)

Medical Devices & Equipment

Senior Secured

January 2021

Interest rate PRIME + 4.35% or Floor rate of 8.85%, 6.05% Exit Fee

$

11,000

 

 

11,337

 

 

11,301

 

Transenterix, Inc. (10)(11)

Medical Devices & Equipment

Senior Secured

June 2022

Interest rate PRIME + 4.55% or Floor rate of 9.55%, 6.95% Exit Fee

$

30,000

 

 

30,283

 

 

30,073

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

99,423

 

 

99,491

 

Subtotal: Medical Devices & Equipment (9.43%)*

 

 

 

 

 

105,675

 

 

104,189

 

Semiconductors

 

 

 

 

 

 

 

 

 

 

 

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

Elenion Technologies Corporation (13)(14)

Semiconductors

Senior Secured

February 2022

Interest rate PRIME + 4.25% or Floor rate of 9.75%, PIK Interest 2.25%, 5.00% Exit Fee

$

10,071

 

 

10,053

 

 

10,053

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

10,053

 

 

10,053

 

Subtotal: Semiconductors (0.91%)*

 

 

 

 

 

10,053

 

 

10,053

 

Software

 

 

 

 

 

 

 

 

 

 

 

 

 

Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

Lightbend, Inc. (14)(15)

Software

Senior Secured

December 2019

Interest rate PRIME + 4.25% or Floor rate of 8.50%, PIK Interest 2.00%, 9.95% Exit Fee

$

2,006

 

 

2,045

 

 

2,045

 

Subtotal: Under 1 Year Maturity

 

 

 

 

 

2,045

 

 

2,045

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

Abrigo (18)

Software

Senior Secured

March 2023

Interest rate 3-month LIBOR + 7.88% or Floor rate of 7.88%

$

39,502

 

 

38,756

 

 

39,151

 

Businessolver.com, Inc. (11)(16)(17)

Software

Senior Secured

May 2023

Interest rate 3-month LIBOR + 7.50% or Floor rate of 7.50%

$

55,208

 

 

54,298

 

 

54,847

 

 

Software

Senior Secured

May 2023

Interest rate 3-month LIBOR + 7.50% or Floor rate of 7.50%

$

765

 

 

765

 

 

765

 

Total Businessolver.com, Inc.

 

 

 

 

$

55,973

 

 

55,063

 

 

55,612

 

Clarabridge, Inc. (12)(14)(17)

Software

Senior Secured

April 2022

Interest rate PRIME + 4.80% or Floor rate of 8.55%, PIK Interest 2.25%

$

42,756

 

 

42,368

 

 

42,795

 

Cloud 9 Software (13)(17)

Software

Senior Secured

April 2024

Interest rate 3-month LIBOR + 8.20% or Floor rate of 9.20%

$

9,500

 

 

9,316

 

 

9,316

 

Cloudian, Inc. (11)

Software

Senior Secured

November 2022

Interest rate PRIME + 3.25% or Floor rate of 8.25%, 9.75% Exit Fee

$

15,000

 

 

15,058

 

 

15,145

 

Couchbase, Inc. (11)(15)(19)

Software

Senior Secured

May 2023

Interest rate PRIME + 5.25% or Floor rate of 10.75%, 3.75% Exit Fee

$

40,000

 

 

39,521

 

 

39,614

 

Credible Behavioral Health, Inc. (11)(14)

Software

Senior Secured

September 2021

Interest rate PRIME + 3.20% or Floor rate of 7.95%, PIK Interest 3.30%

$

7,700

 

 

7,639

 

 

7,639

 

Dashlane, Inc. (11)(14)(19)

Software

Senior Secured

April 2022

Interest rate PRIME + 4.05% or Floor rate of 8.55%, PIK Interest 1.10%, 9.25% Exit Fee

$

10,123

 

 

10,287

 

 

10,445

 

 

Software

Senior Secured

March 2023

Interest rate PRIME + 4.05% or Floor rate of 8.55%, PIK Interest 1.10%, 4.95% Exit Fee

$

10,025

 

 

9,764

 

 

9,764

 

Total Dashlane, Inc.

 

 

 

 

$

20,148

 

 

20,051

 

 

20,209

 

Evernote Corporation (11)(14)(15)(19)

Software

Senior Secured

October 2020

Interest rate PRIME + 5.45% or Floor rate of 8.95%

$

5,549

 

 

5,430

 

 

5,431

 

 

Software

Senior Secured

July 2021

Interest rate PRIME + 6.00% or Floor rate of 9.50%, PIK Interest 1.25%

$

4,100

 

 

3,988

 

 

3,993

 

 

Software

Senior Secured

July 2022

Interest rate PRIME + 6.00% or Floor rate of 9.50%, PIK Interest 1.25%

$

5,045

 

 

4,961

 

 

5,089

 

Total Evernote Corporation

 

 

 

 

$

14,694

 

 

14,379

 

 

14,513

 

FPX, LLC (13)(17)

Software

Senior Secured

May 2024

Interest rate 1-month LIBOR + 8.65% or Floor rate of 9.65%

$

6,000

 

 

5,883

 

 

5,883

 

Fuze, Inc. (13)(14)(15)(19)

Software

Senior Secured

July 2021

Interest rate PRIME + 3.70% or Floor rate of 7.95%, PIK Interest 1.55%, 3.55% Exit Fee

$

51,531

 

 

52,048

 

 

53,055

 

Insurance Technologies Corporation (11)(18)

Software

Senior Secured

March 2023

Interest rate 3-month LIBOR + 7.82% or Floor rate of 8.75%

$

12,500

 

 

12,283

 

 

12,408

 

See notes to consolidated financial statements

13


HERCULES CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2019

(unaudited)

(dollars in thousands)

 

 

Portfolio Company

Sub-Industry

Type of

Investment (1)

Maturity Date

Interest Rate and Floor (2)

Principal

Amount

 

Cost (3)

 

Value (4)

 

Kazoo, Inc. (p.k.a. YouEarnedIt, Inc.) (11)(18)

Software

Senior Secured

July 2023

Interest rate 1-month LIBOR + 8.66%

$

8,933

 

$

8,712

 

$

8,712

 

Lastline, Inc. (19)

Software

Senior Secured

July 2022

Interest rate PRIME + 5.45% or Floor rate of 10.95%

$

6,000

 

 

5,799

 

 

5,799

 

Lightbend, Inc. (14)(15)

Software

Senior Secured

February 2022

Interest rate PRIME + 4.25% or Floor rate of 8.50%, PIK Interest 2.00%

$

16,342

 

 

16,090

 

 

16,151

 

Lithium Technologies, Inc. (11)

Software

Senior Secured

October 2022

Interest rate 1-month LIBOR + 8.00% or Floor rate of 9.00%

$

12,000

 

 

11,809

 

 

11,809

 

 

Software

Senior Secured

October 2022

Interest rate 1-month LIBOR + 8.00% or Floor rate of 9.00%

$

43,000

 

 

42,118

 

 

42,118

 

         Total Lithium Technologies, Inc.

$

55,000

 

 

53,927

 

 

53,927

 

Nuvolo Technologies Corporation (19)

Software

Senior Secured

April 2022

Interest rate PRIME + 6.25% or Floor rate of 11.75%

$

10,000

 

 

9,832

 

 

9,832

 

OrthoFi, Inc (13)(18)

Software

Senior Secured

April 2024

Interest rate 3-month LIBOR + 8.28% or Floor rate of 9.28%

$

17,853

 

 

17,376

 

 

17,376

 

Pollen, Inc. (15)

Software

Senior Secured

October 2020

Interest rate PRIME + 4.25% or Floor rate of 8.50%, 5.95% Exit Fee

$

7,000

 

 

7,291

 

 

7,246

 

Quid, Inc. (11)(14)(15)

Software

Senior Secured

November 2022

Interest rate PRIME + 4.45% or Floor rate of 9.95%, PIK Interest 2.25%, 3.61% Exit Fee

$

13,100

 

 

13,278

 

 

13,317

 

Regent Education (14)

Software

Senior Secured

January 2022

Interest rate FIXED 10.00%, PIK Interest 2.00%, 7.94% Exit Fee

$

3,123

 

 

3,164

 

 

1,591

 

Salsa Labs, Inc. (11)(17)

Software

Senior Secured

April 2023

Interest rate 3-month LIBOR + 8.15% or Floor rate of 9.15%

$

6,000

 

 

5,904

 

 

5,964

 

 

Software

Senior Secured

April 2023

Interest rate 3-month LIBOR + 8.15% or Floor rate of 9.15%

$

150

 

 

150

 

 

150

 

Total Salsa Labs, Inc.

 

 

 

 

$

6,150

 

 

6,054

 

 

6,114

 

ThreatConnect, Inc. (13)(17)(19)

Software

Senior Secured

May 2024

Interest rate 1-month LIBOR + 8.25% or Floor rate of 9.25%

$

10,000

 

 

9,852

 

 

9,852

 

Vela Trading Technologies (11)(18)

Software

Senior Secured

July 2022

Interest rate 3-month LIBOR + 9.50% or Floor rate of 10.50%

$

19,500

 

 

19,055

 

 

19,055

 

ZeroFox, Inc.

Software

Senior Secured

January 2023

Interest rate PRIME + 4.75% or Floor rate of 10.25%, 3.00% Exit Fee

$

15,000

 

 

14,830

 

 

14,830

 

ZocDoc (11)(19)

Software

Senior Secured

August 2021

Interest rate PRIME + 6.20% or Floor rate of 10.95%, 2.00% Exit Fee

$

30,000

 

 

30,114

 

 

30,236

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

527,739

 

 

529,378

 

Greater than 5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

Campaign Monitor Limited (11)(17)(19)

Software

Senior Secured

November 2025

Interest rate 3-month LIBOR + 8.50% or Floor rate of 9.50%

$

29,333

 

 

28,634

 

 

28,634

 

Imperva, Inc. (19)

Software

Senior Secured

January 2027

Interest rate 3-month LIBOR + 7.75% or Floor rate of 7.75%

$

20,000

 

 

19,796

 

 

19,796

 

Subtotal: Greater than 5 Years Maturity

 

 

 

 

 

48,430

 

 

48,430

 

Subtotal: Software (52.49%)*

 

 

 

 

 

578,214

 

 

579,853

 

Sustainable and Renewable Technology

 

 

 

 

 

 

 

 

 

 

Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

FuelCell Energy, Inc. (12)

Sustainable and Renewable Technology

Senior Secured

August 2019

Interest rate PRIME + 5.40% or Floor rate of 9.90%, 6.68% Exit Fee

$

7,070

 

 

7,395

 

 

7,266

 

 

Sustainable and Renewable Technology

Senior Secured

August 2019

Interest rate PRIME + 5.40% or Floor rate of 9.90%

$

6,432

 

 

6,216

 

 

6,108

 

Total FuelCell Energy, Inc.

 

 

 

 

$

13,502

 

 

13,611

 

 

13,374

 

Solar Spectrum Holdings LLC (p.k.a. Sungevity, Inc.) (6)(8)(14)(19)

Sustainable and Renewable Technology

Senior Secured

August 2019

Interest rate PRIME + 8.70% or Floor rate of 13.70%, 6.67% Exit Fee

$

10,000

 

 

10,614

 

 

10,614

 

 

Sustainable and Renewable Technology

Senior Secured

July 2019

PIK Interest 10.00%

$

683

 

 

683

 

 

683

 

 

Sustainable and Renewable Technology

Senior Secured

July 2019

Interest rate PRIME + 10.70% or Floor rate of 15.70%, PIK Interest 2.00%

$

1,620

 

 

1,620

 

 

1,620

 

         Total Solar Spectrum Holdings LLC (p.k.a. Sungevity, Inc.)

$

12,303

 

 

12,917

 

 

12,917

 

Subtotal: Under 1 Year Maturity

 

 

 

 

 

26,528

 

 

26,291

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

Impossible Foods, Inc. (12)

Sustainable and Renewable Technology

Senior Secured

January 2022

Interest rate PRIME + 3.95% or Floor rate of 8.95%, 9.00% Exit Fee

$

50,000

 

 

50,656

 

 

50,680

 

Metalysis Limited (5)(8)(10)(11)

Sustainable and Renewable Technology

Senior Secured

March 2021

Interest rate PRIME + 5.00% or Floor rate of 9.25%, 6.95% Exit Fee

$

3,935

 

 

4,177

 

 

1,954

 

Proterra, Inc. (11)(14)

Sustainable and Renewable Technology

Senior Secured

May 2021

Interest rate PRIME + 5.05% or Floor rate of 10.55%, PIK Interest 1.75%

$

10,012

 

 

9,956

 

 

9,991

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

64,789

 

 

62,625

 

Subtotal: Sustainable and Renewable Technology (8.05%)*

 

 

 

 

 

91,317

 

 

88,916

 

Total: Debt Investments (186.62%)*

 

 

 

 

 

 

 

2,077,212

 

 

2,061,557

 

 

 

See notes to consolidated financial statements

14


HERCULES CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2019

(unaudited)

(dollars in thousands)

Portfolio Company

 

Sub-Industry

 

Type of

Investment (1)

 

Series

 

Shares

 

 

Cost (3)

 

 

Value (4)

 

Equity Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Communications & Networking

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Peerless Network Holdings, Inc.

 

Communications & Networking

 

Equity

 

Preferred Series A

 

 

1,135,000

 

 

$

1,230

 

 

$

4,482

 

Subtotal: Communications & Networking (0.41%)*

 

 

 

1,230

 

 

 

4,482

 

Diagnostic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Singulex, Inc.

 

Diagnostic

 

Equity

 

Common Stock

 

 

937,998

 

 

 

750

 

 

 

414

 

Subtotal: Diagnostic (0.04%)*

 

 

 

 

 

 

 

 

 

 

 

 

750

 

 

 

414

 

Diversified Financial Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gibraltar Business Capital, LLC (7)

 

Diversified Financial Services

 

Equity

 

Common Stock

 

 

830,000

 

 

 

1,884

 

 

 

2,117

 

 

 

Diversified Financial Services

 

Equity

 

Preferred Series A

 

 

10,602,752

 

 

 

26,122

 

 

 

29,353

 

Total Gibraltar Business Capital, LLC

 

 

 

 

 

 

 

 

11,432,752

 

 

 

28,006

 

 

 

31,470

 

Subtotal: Diversified Financial Services (2.85%)*

 

 

 

 

 

 

28,006

 

 

 

31,470

 

Drug Delivery

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AcelRx Pharmaceuticals, Inc. (4)

 

Drug Delivery

 

Equity

 

Common Stock

 

 

176,730

 

 

 

1,329

 

 

 

447

 

BioQ Pharma Incorporated (15)

 

Drug Delivery

 

Equity

 

Preferred Series D

 

 

165,000

 

 

 

500

 

 

 

780

 

Kaleo, Inc.

 

Drug Delivery

 

Equity

 

Preferred Series B

 

 

82,500

 

 

 

1,007

 

 

 

3,244

 

Neos Therapeutics, Inc. (4)(15)

 

Drug Delivery

 

Equity

 

Common Stock

 

 

125,000

 

 

 

1,500

 

 

 

161

 

PDS Biotechnology Corporation (p.k.a. Edge Therapeutics, Inc.) (4)

 

Drug Delivery

 

Equity

 

Common Stock

 

 

2,498

 

 

 

309

 

 

 

15

 

Subtotal: Drug Delivery (0.42%)*

 

 

 

 

 

 

4,645

 

 

 

4,647

 

Drug Discovery & Development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aveo Pharmaceuticals, Inc. (4)(15)

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

1,901,791

 

 

 

1,715

 

 

 

1,280

 

Axovant Gene Therapies Ltd. (p.k.a. Axovant Sciences Ltd.) (4)(5)(10)

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

16,228

 

 

 

1,269

 

 

 

101

 

BridgeBio Pharma LLC (4)(16)

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

203,578

 

 

 

2,000

 

 

 

5,491

 

Cerecor, Inc. (4)

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

119,087

 

 

 

1,000

 

 

 

649

 

Concert Pharmaceuticals, Inc. (4)(10)

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

70,796

 

 

 

1,367

 

 

 

799

 

Dare Biosciences, Inc. (4)

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

13,550

 

 

 

1,000

 

 

 

12

 

Dynavax Technologies (4)(10)

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

20,000

 

 

 

550

 

 

 

80

 

Eidos Therapeutics, Inc. (4)(10)

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

15,000

 

 

 

255

 

 

 

466

 

Genocea Biosciences, Inc. (4)

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

27,932

 

 

 

2,000

 

 

 

109

 

Insmed, Incorporated (4)

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

50,771

 

 

 

717

 

 

 

1,300

 

Melinta Therapeutics (4)

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

10,364

 

 

 

2,000

 

 

 

69

 

Paratek Pharmaceuticals, Inc. (4)(16)

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

76,362

 

 

 

2,744

 

 

 

304

 

Rocket Pharmaceuticals, Ltd. (4)

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

944

 

 

 

1,500

 

 

 

14

 

Savara, Inc. (4)(15)

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

11,119

 

 

 

203

 

 

 

26

 

uniQure B.V. (4)(5)(10)

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

37,175

 

 

 

718

 

 

 

2,784

 

Subtotal: Drug Discovery & Development (1.22%)*

 

 

 

 

 

 

19,038

 

 

 

13,484

 

Healthcare Services, Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

23andMe, Inc.

 

Healthcare Services, Other

 

Equity

 

Common Stock

 

 

360,000

 

 

 

5,094

 

 

 

5,094

 

Subtotal: Healthcare Services, Other (0.46%)*

 

 

 

 

 

 

5,094

 

 

 

5,094

 

Information Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DocuSign, Inc. (4)

 

Information Services

 

Equity

 

Common Stock

 

 

366,316

 

 

 

5,773

 

 

 

17,120

 

Subtotal: Information Services (1.55%)*

 

 

 

 

 

 

5,773

 

 

 

17,120

 

Internet Consumer & Business Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Blurb, Inc.

 

Internet Consumer & Business Services

 

Equity

 

Preferred Series B

 

 

220,653

 

 

 

175

 

 

 

41

 

Contentful, Inc. (5)(10)

 

Internet Consumer & Business Services

 

Equity

 

Preferred Series D

 

 

217

 

 

 

500

 

 

 

495

 

Countable Corporation (p.k.a. Brigade Group, Inc.)

 

Internet Consumer & Business Services

 

Equity

 

Common Stock

 

 

9,023

 

 

 

93

 

 

 

 

DoorDash, Inc.

 

Internet Consumer & Business Services

 

Equity

 

Common Stock

 

 

105,000

 

 

 

6,051

 

 

 

14,422

 

Lightspeed POS, Inc. (4)(5)(10)

 

Internet Consumer & Business Services

 

Equity

 

Common Stock

 

 

107,177

 

 

 

500

 

 

 

2,975

 

Lyft, Inc. (4)

 

Internet Consumer & Business Services

 

Equity

 

Common Stock

 

 

200,738

 

 

 

10,487

 

 

 

13,189

 

Nextdoor.com, Inc.

 

Internet Consumer & Business Services

 

Equity

 

Common Stock

 

 

328,190

 

 

 

4,854

 

 

 

6,101

 

OfferUp, Inc.

 

Internet Consumer & Business Services

 

Equity

 

Preferred Series A

 

 

286,080

 

 

 

1,663

 

 

 

2,065

 

 

 

Internet Consumer & Business Services

 

Equity

 

Preferred Series A-1

 

 

108,710

 

 

 

632

 

 

 

785

 

Total OfferUp, Inc.

 

 

 

 

 

 

 

 

394,790

 

 

 

2,295

 

 

 

2,850

 

Oportun

 

Internet Consumer & Business Services

 

Equity

 

Preferred Series G

 

 

218,351

 

 

 

250

 

 

 

953

 

 

 

Internet Consumer & Business Services

 

Equity

 

Preferred Series H

 

 

87,802

 

 

 

250

 

 

 

400

 

Total Oportun

 

 

 

 

 

 

 

 

306,153

 

 

 

500

 

 

 

1,353

 

See notes to consolidated financial statements

 

15


HERCULES CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2019

(unaudited)

(dollars in thousands)

 

 

Portfolio Company

 

Sub-Industry

 

Type of

Investment (1)

 

Series

 

Shares

 

 

Cost (3)

 

 

Value (4)

 

Tectura Corporation (7)

 

Internet Consumer & Business Services

 

Equity

 

Common Stock

 

 

414,994,863

 

 

$

900

 

 

$

 

 

 

Internet Consumer & Business Services

 

Equity

 

Preferred Series BB

 

 

1,000,000

 

 

 

 

 

 

 

Total Tectura Corporation

 

 

 

 

 

 

 

 

415,994,863

 

 

 

900

 

 

 

 

Subtotal: Internet Consumer & Business Services (3.75%)*

 

 

 

 

 

 

26,355

 

 

 

41,426

 

Media/Content/Info

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pinterest, Inc. (4)

 

Media/Content/Info

 

Equity

 

Preferred Series Seed

 

 

206,666

 

 

 

4,085

 

 

 

5,625

 

Subtotal: Media/Content/Info (0.51%)*

 

 

 

 

 

 

4,085

 

 

 

5,625

 

Medical Devices & Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Flowonix Medical Incorporated

 

Medical Devices & Equipment

 

Equity

 

Preferred Series AA

 

 

221,893

 

 

 

1,500

 

 

 

 

Gelesis, Inc.

 

Medical Devices & Equipment

 

Equity

 

Common Stock

 

 

199,649

 

 

 

 

 

 

969

 

 

 

Medical Devices & Equipment

 

Equity

 

Preferred Series A-1

 

 

191,210

 

 

 

425

 

 

 

1,021

 

 

 

Medical Devices & Equipment

 

Equity

 

Preferred Series A-2

 

 

191,626

 

 

 

500

 

 

 

973

 

Total Gelesis, Inc.

 

 

 

 

 

 

 

 

582,485

 

 

 

925

 

 

 

2,963

 

Medrobotics Corporation (15)

 

Medical Devices & Equipment

 

Equity

 

Preferred Series E

 

 

136,798

 

 

 

250

 

 

 

 

 

 

Medical Devices & Equipment

 

Equity

 

Preferred Series F

 

 

73,971

 

 

 

155

 

 

 

 

 

 

Medical Devices & Equipment

 

Equity

 

Preferred Series G

 

 

163,934

 

 

 

500

 

 

 

 

Total Medrobotics Corporation

 

 

 

 

 

 

 

 

374,703

 

 

 

905

 

 

 

 

Optiscan Biomedical, Corp. (6)

 

Medical Devices & Equipment

 

Equity

 

Preferred Series B

 

 

61,855

 

 

 

3,000

 

 

 

411

 

 

 

Medical Devices & Equipment

 

Equity

 

Preferred Series C

 

 

19,273

 

 

 

655

 

 

 

117

 

 

 

Medical Devices & Equipment

 

Equity

 

Preferred Series D

 

 

551,038

 

 

 

5,257

 

 

 

3,456

 

 

 

Medical Devices & Equipment

 

Equity

 

Preferred Series E

 

 

507,103

 

 

 

4,240

 

 

 

4,138

 

Total Optiscan Biomedical, Corp.

 

 

 

 

 

 

 

 

1,139,269

 

 

 

13,152

 

 

 

8,122

 

Outset Medical, Inc.

 

Medical Devices & Equipment

 

Equity

 

Preferred Series B

 

 

232,061

 

 

 

527

 

 

 

543

 

Quanterix Corporation (4)

 

Medical Devices & Equipment

 

Equity

 

Common Stock

 

 

13,281

 

 

 

157

 

 

 

449

 

Subtotal: Medical Devices & Equipment (1.09%)*

 

 

 

 

 

 

17,166

 

 

 

12,077

 

Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CapLinked, Inc.

 

Software

 

Equity

 

Preferred Series A-3

 

 

53,614

 

 

 

51

 

 

 

97

 

Docker, Inc.

 

Software

 

Equity

 

Common Stock

 

 

200,000

 

 

 

4,284

 

 

 

4,452

 

Druva Holdings, Inc. (p.k.a. Druva, Inc.)

 

Software

 

Equity

 

Preferred Series 2

 

 

458,841

 

 

 

1,000

 

 

 

1,605

 

 

 

Software

 

Equity

 

Preferred Series 3

 

 

93,620

 

 

 

300

 

 

 

388

 

Total Druva Holdings, Inc. (p.k.a. Druva, Inc.)

 

 

 

 

 

 

 

 

552,461

 

 

 

1,300

 

 

 

1,993

 

HighRoads, Inc.

 

Software

 

Equity

 

Common Stock

 

 

190

 

 

 

307

 

 

 

 

Palantir Technologies

 

Software

 

Equity

 

Preferred Series D

 

 

9,535

 

 

 

47

 

 

 

49

 

 

 

Software

 

Equity

 

Preferred Series E

 

 

1,749,089

 

 

 

10,489

 

 

 

8,997

 

 

 

Software

 

Equity

 

Preferred Series G

 

 

326,797

 

 

 

2,211

 

 

 

1,680

 

Total Palantir Technologies

 

 

 

 

 

 

 

 

2,085,421

 

 

 

12,747

 

 

 

10,726

 

Sprinklr, Inc.

 

Software

 

Equity

 

Common Stock

 

 

700,000

 

 

 

3,749

 

 

 

4,003

 

Subtotal: Software (1.93%)*

 

 

 

 

 

 

22,438

 

 

 

21,271

 

Surgical Devices

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gynesonics, Inc. (15)

 

Surgical Devices

 

Equity

 

Preferred Series B

 

 

219,298

 

 

 

250

 

 

 

8

 

 

 

Surgical Devices

 

Equity

 

Preferred Series C

 

 

656,538

 

 

 

282

 

 

 

25

 

 

 

Surgical Devices

 

Equity

 

Preferred Series D

 

 

1,991,157

 

 

 

712

 

 

 

79

 

 

 

Surgical Devices

 

Equity

 

Preferred Series E

 

 

2,786,367

 

 

 

429

 

 

 

132

 

 

 

Surgical Devices

 

Equity

 

Preferred Series F

 

 

1,523,693

 

 

 

118

 

 

 

141

 

 

 

Surgical Devices

 

Equity

 

Preferred Series F-1

 

 

2,418,125

 

 

 

150

 

 

 

196

 

Total Gynesonics, Inc.

 

 

 

 

 

 

 

 

9,595,178

 

 

 

1,941

 

 

 

581

 

TransMedics Group, Inc. (p.k.a Transmedics, Inc.) (4)

 

Surgical Devices

 

Equity

 

Common Stock

 

 

162,617

 

 

 

2,550

 

 

 

4,714

 

Subtotal: Surgical Devices (0.48%)*

 

 

 

 

 

 

4,491

 

 

 

5,295

 

Sustainable and Renewable Technology

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impossible Foods, Inc.

 

Sustainable and Renewable Technology

 

Equity

 

Preferred Series E-1

 

 

188,611

 

 

 

2,000

 

 

 

2,000

 

Modumetal, Inc.

 

Sustainable and Renewable Technology

 

Equity

 

Preferred Series A-1

 

 

103,584

 

 

 

500

 

 

 

10

 

Proterra, Inc.

 

Sustainable and Renewable Technology

 

Equity

 

Preferred Series 5

 

 

99,280

 

 

 

500

 

 

 

398

 

Solar Spectrum Holdings LLC (p.k.a. Sungevity, Inc.) (6)

 

Sustainable and Renewable Technology

 

Equity

 

Common Stock

 

 

380

 

 

 

61,501

 

 

 

125

 

Subtotal: Sustainable and Renewable Technology (0.23%)*

 

 

 

 

 

 

64,501

 

 

 

2,533

 

Total: Equity Investments (14.93%)*

 

 

 

 

 

 

 

 

 

 

 

 

203,572

 

 

 

164,938

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to consolidated financial statements

16


HERCULES CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2019

(unaudited)

(dollars in thousands)

 

 

Portfolio Company

 

Sub-Industry

 

Type of

Investment (1)

 

Series

 

Shares

 

 

Cost (3)

 

 

Value (4)

 

Warrant Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Communications & Networking

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Peerless Network Holdings, Inc.

 

Communications & Networking

 

Warrant

 

Common Stock

 

 

3,328

 

 

$

 

 

$

9

 

Spring Mobile Solutions, Inc.

 

Communications & Networking

 

Warrant

 

Common Stock

 

 

2,834,375

 

 

 

418

 

 

 

 

Subtotal: Communications & Networking (0.00%)*

 

 

 

 

 

 

418

 

 

 

9

 

Consumer & Business Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gadget Guard (15)

 

Consumer & Business Products

 

Warrant

 

Common Stock

 

 

1,662,441

 

 

 

228

 

 

 

 

Intelligent Beauty, Inc.

 

Consumer & Business Products

 

Warrant

 

Preferred Series B

 

 

190,234

 

 

 

230

 

 

 

353

 

The Neat Company

 

Consumer & Business Products

 

Warrant

 

Common Stock

 

 

54,054

 

 

 

365

 

 

 

 

WHOOP, INC.

 

Consumer & Business Products

 

Warrant

 

Preferred Series C

 

 

68,627

 

 

 

18

 

 

 

7

 

Subtotal: Consumer & Business Products (0.03%)*

 

 

 

 

 

 

841

 

 

 

360

 

Drug Delivery

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agile Therapeutics, Inc. (4)

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

180,274

 

 

 

730

 

 

 

44

 

BioQ Pharma Incorporated

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

459,183

 

 

 

1

 

 

 

925

 

Dance Biopharm, Inc. (15)

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

110,882

 

 

 

74

 

 

 

 

Neos Therapeutics, Inc. (4)(15)

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

70,833

 

 

 

285

 

 

 

 

PDS Biotechnology Corporation (p.k.a. Edge Therapeutics, Inc.) (4)

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

3,929

 

 

 

389

 

 

 

 

Pulmatrix Inc. (4)

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

2,515

 

 

 

116

 

 

 

 

ZP Opco, Inc. (4)

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

3,618

 

 

 

265

 

 

 

 

Subtotal: Drug Delivery (0.09%)*

 

 

 

 

 

 

1,860

 

 

 

969

 

Drug Discovery & Development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acacia Pharma Inc. (4)(5)(10)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

201,330

 

 

 

304

 

 

 

40

 

ADMA Biologics, Inc. (4)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

89,750

 

 

 

295

 

 

 

37

 

Brickell Biotech, Inc.

 

Drug Discovery & Development

 

Warrant

 

Preferred Series C

 

 

26,086

 

 

 

119

 

 

 

 

Cerecor, Inc. (4)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

22,328

 

 

 

70

 

 

 

18

 

Concert Pharmaceuticals, Inc. (4)(10)(15)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

61,273

 

 

 

178

 

 

 

123

 

CTI BioPharma Corp. (4)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

29,239

 

 

 

165

 

 

 

 

CytRx Corporation (4)(15)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

105,694

 

 

 

160

 

 

 

 

Dare Biosciences, Inc. (4)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

17,190

 

 

 

369

 

 

 

 

Dermavant Sciences Ltd. (5)(10)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

223,642

 

 

 

101

 

 

 

121

 

Dicerna Pharmaceuticals, Inc. (4)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

200

 

 

 

28

 

 

 

 

Evofem Biosciences, Inc. (4)(15)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

7,806

 

 

 

266

 

 

 

23

 

Fortress Biotech, Inc. (4)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

73,009

 

 

 

142

 

 

 

7

 

Genocea Biosciences, Inc. (4)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

50,391

 

 

 

431

 

 

 

81

 

Immune Pharmaceuticals (4)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

10,742

 

 

 

164

 

 

 

 

Melinta Therapeutics (4)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

8,109

 

 

 

626

 

 

 

 

Motif BioSciences Inc. (4)(5)(10)(15)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

73,452

 

 

 

282

 

 

 

10

 

Myovant Sciences, Ltd. (4)(5)(10)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

73,710

 

 

 

460

 

 

 

134

 

Neuralstem, Inc. (4)(15)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

5,783

 

 

 

77

 

 

 

 

Ology Bioservices, Inc. (15)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

171,389

 

 

 

838

 

 

 

 

Paratek Pharmaceuticals, Inc. (4)(15)(16)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

94,841

 

 

 

204

 

 

 

9

 

Sorrento Therapeutics, Inc. (4)(10)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

306,748

 

 

 

889

 

 

 

232

 

Stealth Bio Therapeutics Corp. (4)(5)(10)

 

Drug Discovery & Development

 

Warrant

 

American Depositary Shares

 

 

41,667

 

 

 

158

 

 

 

103

 

TG Therapeutics, Inc. (4)(10)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

147,058

 

 

 

564

 

 

 

685

 

Tricida, Inc. (4)(15)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

123,637

 

 

 

979

 

 

 

2,719

 

Urovant Sciences, Ltd. (4)(5)(10)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

33,259

 

 

 

143

 

 

 

83

 

X4 Pharmaceuticals, Inc. (4)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

25,000

 

 

 

314

 

 

 

102

 

XOMA Corporation (4)(10)(15)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

9,063

 

 

 

279

 

 

 

2

 

Subtotal: Drug Discovery & Development (0.41%)*

 

 

 

 

 

 

8,605

 

 

 

4,529

 

Electronics & Computer Hardware

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

908 DEVICES INC. (15)

 

Electronics & Computer Hardware

 

Warrant

 

Preferred Series D

 

 

79,856

 

 

 

101

 

 

 

55

 

Subtotal: Electronics & Computer Hardware (0.00%)*

 

 

 

 

 

 

101

 

 

 

55

 

Healthcare Services, Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chromadex Corporation (4)

 

Healthcare Services, Other

 

Warrant

 

Common Stock

 

 

139,673

 

 

 

157

 

 

 

191

 

Subtotal: Healthcare Services, Other (0.02%)*

 

 

 

 

 

 

157

 

 

 

191

 

Information Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INMOBI Inc. (5)(10)

 

Information Services

 

Warrant

 

Common Stock

 

 

65,587

 

 

 

82

 

 

 

 

MDX Medical, Inc. (15)

 

Information Services

 

Warrant

 

Common Stock

 

 

2,812,500

 

 

 

283

 

 

 

134

 

Netbase Solutions, Inc.

 

Information Services

 

Warrant

 

Preferred Series 1

 

 

60,000

 

 

 

356

 

 

 

396

 

Planet Labs, Inc.

 

Information Services

 

Warrant

 

Common Stock

 

 

54,832

 

 

 

565

 

 

 

549

 

RichRelevance, Inc.

 

Information Services

 

Warrant

 

Preferred Series E

 

 

112,612

 

 

 

98

 

 

 

 

Subtotal: Information Services (0.10%)*

 

 

 

 

 

 

1,384

 

 

 

1,079

 

Internet Consumer & Business Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aria Systems, Inc.

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series G

 

 

231,535

 

 

 

73

 

 

 

 

See notes to consolidated financial statements

17


HERCULES CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2019

(unaudited)

(dollars in thousands)

 

 

Portfolio Company

 

Sub-Industry

 

Type of

Investment (1)

 

Series

 

Shares

 

 

Cost (3)

 

 

Value (4)

 

Blurb, Inc. (15)

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series C

 

 

234,280

 

 

$

636

 

 

$

9

 

Cloudpay, Inc. (5)(10)

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series B

 

 

4,960

 

 

 

45

 

 

 

12

 

Contentful, Inc. (5)(10)

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series C

 

 

82

 

 

 

1

 

 

 

36

 

Fastly, Inc. (4)

 

Internet Consumer & Business Services

 

Warrant

 

Common Stock

 

 

76,098

 

 

 

71

 

 

 

617

 

First Insight, Inc. (15)

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series B

 

 

75,917

 

 

 

96

 

 

 

116

 

Intent (p.k.a. Intent Media, Inc.)

 

Internet Consumer & Business Services

 

Warrant

 

Common Stock

 

 

140,077

 

 

 

168

 

 

 

114

 

Interactions Corporation

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series G-3

 

 

68,187

 

 

 

204

 

 

 

437

 

Just Fabulous, Inc.

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series B

 

 

206,184

 

 

 

1,102

 

 

 

2,458

 

Lendio, Inc.

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series D

 

 

127,032

 

 

 

39

 

 

 

57

 

Lightspeed POS, Inc. (4)(5)(10)

 

Internet Consumer & Business Services

 

Warrant

 

Common Stock

 

 

61,402

 

 

 

20

 

 

 

1,095

 

LogicSource

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series C

 

 

79,625

 

 

 

30

 

 

 

84

 

Oportun

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series G

 

 

174,562

 

 

 

78

 

 

 

574

 

Postmates, Inc.

 

Internet Consumer & Business Services

 

Warrant

 

Common Stock

 

 

189,865

 

 

 

317

 

 

 

153

 

RumbleON, Inc. (4)

 

Internet Consumer & Business Services

 

Warrant

 

Common Stock

 

 

102,768

 

 

 

87

 

 

 

35

 

SeatGeek, Inc.

 

Internet Consumer & Business Services

 

Warrant

 

Common Stock

 

 

137,976

 

 

 

662

 

 

 

682

 

ShareThis, Inc.

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series C

 

 

493,502

 

 

 

547

 

 

 

 

Snagajob.com, Inc.

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series A

 

 

1,800,000

 

 

 

782

 

 

 

108

 

 

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series B

 

 

1,211,537

 

 

 

62

 

 

 

43

 

TotalSnagajob.com, Inc.

 

 

 

 

 

 

 

 

3,011,537

 

 

 

844

 

 

 

151

 

Tapjoy, Inc.

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series D

 

 

748,670

 

 

 

316

 

 

 

3

 

The Faction Group LLC

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series AA

 

 

8,076

 

 

 

234

 

 

 

342

 

Thumbtack, Inc.

 

Internet Consumer & Business Services

 

Warrant

 

Common Stock

 

 

102,821

 

 

 

124

 

 

 

492

 

Xometry, Inc.

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series B

 

 

87,784

 

 

 

47

 

 

 

260

 

Subtotal: Internet Consumer & Business Services (0.70%)*

 

 

 

 

 

 

5,741

 

 

 

7,727

 

Media/Content/Info

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Machine Zone, Inc.

 

Media/Content/Info

 

Warrant

 

Common Stock

 

 

1,552,710

 

 

 

1,960

 

 

 

2,000

 

Napster

 

Media/Content/Info

 

Warrant

 

Common Stock

 

 

715,755

 

 

 

383

 

 

 

 

WP Technology, Inc. (Wattpad, Inc.) (5)(10)

 

Media/Content/Info

 

Warrant

 

Common Stock

 

 

255,818

 

 

 

4

 

 

 

2

 

Zoom Media Group, Inc.

 

Media/Content/Info

 

Warrant

 

Preferred Series A

 

 

1,204

 

 

 

347

 

 

 

 

Subtotal: Media/Content/Info (0.18%)*

 

 

 

 

 

 

2,694

 

 

 

2,002

 

Medical Devices & Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aspire Bariatrics, Inc. (15)

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series B-1

 

 

112,858

 

 

 

455

 

 

 

 

Avedro, Inc. (4)(15)

 

Medical Devices & Equipment

 

Warrant

 

Common Stock

 

 

67,415

 

 

 

401

 

 

 

774

 

Flowonix Medical Incorporated

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series AA

 

 

155,325

 

 

 

362

 

 

 

 

 

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series BB

 

 

725,806

 

 

 

351

 

 

 

 

Total Flowonix Medical Incorporated

 

 

 

 

 

 

 

 

881,131

 

 

 

713

 

 

 

 

Gelesis, Inc.

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series A-1

 

 

74,784

 

 

 

78

 

 

 

229

 

InspireMD, Inc. (4)(5)(10)

 

Medical Devices & Equipment

 

Warrant

 

Common Stock

 

 

1,105

 

 

 

 

 

 

 

Intuity Medical, Inc. (15)

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series 5

 

 

1,819,078

 

 

 

294

 

 

 

301

 

Medrobotics Corporation (15)

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series E

 

 

455,539

 

 

 

370

 

 

 

 

Micell Technologies, Inc.

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series D-2

 

 

84,955

 

 

 

262

 

 

 

 

NinePoint Medical, Inc.

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series A-1

 

 

587,840

 

 

 

170

 

 

 

28

 

Optiscan Biomedical, Corp. (6)

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series E

 

 

74,424

 

 

 

572

 

 

 

250

 

See notes to consolidated financial statements

18


HERCULES CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2019

(unaudited)

(dollars in thousands)

 

 

Portfolio Company

 

Sub-Industry

 

Type of

Investment (1)

 

Series

 

Shares

 

 

Cost (3)

 

 

Value (4)

 

Outset Medical, Inc.

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series A

 

 

500,000

 

 

$

402

 

 

$

282

 

Quanterix Corporation (4)

 

Medical Devices & Equipment

 

Warrant

 

Common Stock

 

 

66,039

 

 

 

204

 

 

 

1,144

 

Sebacia, Inc.

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series D

 

 

778,301

 

 

 

133

 

 

 

42

 

SonaCare Medical, LLC

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series A

 

 

6,464

 

 

 

188

 

 

 

 

Tela Bio, Inc.

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series B

 

 

387,930

 

 

 

61

 

 

 

34

 

ViewRay, Inc. (4)(15)

 

Medical Devices & Equipment

 

Warrant

 

Common Stock

 

 

128,231

 

 

 

333

 

 

 

351

 

Subtotal: Medical Devices & Equipment (0.31%)*

 

 

 

 

 

 

4,636

 

 

 

3,435

 

Semiconductors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Achronix Semiconductor Corporation

 

Semiconductors

 

Warrant

 

Preferred Series C

 

 

360,000

 

 

 

160

 

 

 

88

 

 

 

Semiconductors

 

Warrant

 

Preferred Series D-2

 

 

750,000

 

 

 

99

 

 

 

366

 

Total Achronix Semiconductor Corporation

 

 

 

 

 

 

 

 

1,110,000

 

 

 

259

 

 

 

454

 

Elenion Technologies Corporation

 

Semiconductors

 

Warrant

 

Preferred Series C

 

 

225

 

 

 

8

 

 

 

6

 

Subtotal: Semiconductors (0.04%)*

 

 

 

 

 

 

267

 

 

 

460

 

Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actifio, Inc.

 

Software

 

Warrant

 

Common Stock

 

 

73,584

 

 

 

249

 

 

 

53

 

 

 

Software

 

Warrant

 

Preferred Series F

 

 

31,673

 

 

 

343

 

 

 

64

 

Total Actifio, Inc.

 

 

 

 

 

 

 

 

105,257

 

 

 

592

 

 

 

117

 

CareCloud Corporation (15)

 

Software

 

Warrant

 

Preferred Series B

 

 

413,433

 

 

 

257

 

 

 

25

 

Clickfox, Inc. (15)

 

Software

 

Warrant

 

Preferred Series B

 

 

539,818

 

 

 

167

 

 

 

1

 

 

 

Software

 

Warrant

 

Preferred Series C

 

 

592,019

 

 

 

730

 

 

 

1

 

 

 

Software

 

Warrant

 

Preferred Series C-A

 

 

2,218,214

 

 

 

231

 

 

 

20

 

Total Clickfox, Inc.

 

 

 

 

 

 

 

 

3,350,051

 

 

 

1,128

 

 

 

22

 

Cloudian, Inc.

 

Software

 

Warrant

 

Common Stock

 

 

477,454

 

 

 

72

 

 

 

61

 

Couchbase, Inc.

 

Software

 

Warrant

 

Common Stock

 

 

188,127

 

 

 

344

 

 

 

153

 

Dashlane, Inc.

 

Software

 

Warrant

 

Common Stock

 

 

239,852

 

 

 

219

 

 

 

481

 

DNAnexus, Inc.

 

Software

 

Warrant

 

Preferred Series C

 

 

909,091

 

 

 

97

 

 

 

117

 

Evernote Corporation

 

Software

 

Warrant

 

Common Stock

 

 

62,500

 

 

 

106

 

 

 

95

 

Fuze, Inc. (15)

 

Software

 

Warrant

 

Preferred Series F

 

 

256,158

 

 

 

89

 

 

 

 

Lastline, Inc.

 

Software

 

Warrant

 

Common Stock

 

 

363,636

 

 

 

133

 

 

 

137

 

Lightbend, Inc. (15)

 

Software

 

Warrant

 

Preferred Series C-1

 

 

854,787

 

 

 

130

 

 

 

50

 

Message Systems, Inc. (15)

 

Software

 

Warrant

 

Preferred Series C

 

 

503,718

 

 

 

334

 

 

 

825

 

Nuvolo Technologies Corporation

 

Software

 

Warrant

 

Common Stock

 

 

30,000

 

 

 

43

 

 

 

93

 

OneLogin, Inc. (15)

 

Software

 

Warrant

 

Common Stock

 

 

381,620

 

 

 

305

 

 

 

700

 

Poplicus, Inc.

 

Software

 

Warrant

 

Common Stock

 

 

132,168

 

 

 

 

 

 

 

Quid, Inc. (15)

 

Software

 

Warrant

 

Preferred Series D

 

 

71,576

 

 

 

1

 

 

 

1

 

 

 

Software

 

Warrant

 

Preferred Series E

 

 

40,261

 

 

 

1

 

 

 

 

Total Quid, Inc.

 

 

 

 

 

 

 

 

111,837

 

 

 

2

 

 

 

1

 

RapidMiner, Inc.

 

Software

 

Warrant

 

Preferred Series C-1

 

 

4,982

 

 

 

24

 

 

 

6

 

RedSeal Inc. (15)

 

Software

 

Warrant

 

Preferred Series C-Prime

 

 

640,603

 

 

 

66

 

 

 

14

 

Signpost, Inc.

 

Software

 

Warrant

 

Preferred Series C

 

 

324,005

 

 

 

314

 

 

 

31

 

ZeroFox, Inc.

 

Software

 

Warrant

 

Preferred Series C-1

 

 

486,263

 

 

 

57

 

 

 

61

 

Subtotal: Software (0.27%)*

 

 

 

 

 

 

4,312

 

 

 

2,989

 

Specialty Pharmaceuticals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alimera Sciences, Inc. (4)

 

Specialty Pharmaceuticals

 

Warrant

 

Common Stock

 

 

1,717,709

 

 

 

861

 

 

 

76

 

Subtotal: Specialty Pharmaceuticals (0.01%)*

 

 

 

 

 

 

861

 

 

 

76

 

Surgical Devices

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gynesonics, Inc. (15)

 

Surgical Devices

 

Warrant

 

Preferred Series C

 

 

180,480

 

 

 

74

 

 

 

4

 

 

 

Surgical Devices

 

Warrant

 

Preferred Series D

 

 

1,575,965

 

 

 

321

 

 

 

20

 

Total Gynesonics, Inc.

 

 

 

 

 

 

 

 

1,756,445

 

 

 

395

 

 

 

24

 

TransMedics Group, Inc. (p.k.a Transmedics, Inc.) (4)

 

Surgical Devices

 

Warrant

 

Common Stock

 

 

64,441

 

 

 

138

 

 

 

898

 

Subtotal: Surgical Devices (0.08%)*

 

 

 

 

 

 

533

 

 

 

922

 

Sustainable and Renewable Technology

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agrivida, Inc.

 

Sustainable and Renewable Technology

 

Warrant

 

Preferred Series D

 

 

471,327

 

 

 

120

 

 

 

 

Calera, Inc.

 

Sustainable and Renewable Technology

 

Warrant

 

Preferred Series C

 

 

44,529

 

 

 

513

 

 

 

 

Fluidic, Inc.

 

Sustainable and Renewable Technology

 

Warrant

 

Preferred Series D

 

 

61,804

 

 

 

102

 

 

 

 

Fulcrum Bioenergy, Inc.

 

Sustainable and Renewable Technology

 

Warrant

 

Preferred Series C-1

 

 

280,897

 

 

 

275

 

 

 

443

 

See notes to consolidated financial statements

19


HERCULES CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2019

(unaudited)

(dollars in thousands)

 

 

Portfolio Company

 

Sub-Industry

 

Type of

Investment (1)

 

Series

 

Shares

 

 

Cost (3)

 

 

Value (4)

 

GreatPoint Energy, Inc. (15)

 

Sustainable and Renewable Technology

 

Warrant

 

Preferred Series D-1

 

 

393,212

 

 

$

548

 

 

$

 

Kinestral Technologies, Inc.

 

Sustainable and Renewable Technology

 

Warrant

 

Preferred Series A

 

 

325,000

 

 

 

155

 

 

 

161

 

 

 

Sustainable and Renewable Technology

 

Warrant

 

Preferred Series B

 

 

131,883

 

 

 

63

 

 

 

52

 

Total Kinestral Technologies, Inc.

 

 

 

 

 

 

 

 

456,883

 

 

 

218

 

 

 

213

 

Polyera Corporation (15)

 

Sustainable and Renewable Technology

 

Warrant

 

Preferred Series C

 

 

311,609

 

 

 

338

 

 

 

 

Proterra, Inc.

 

Sustainable and Renewable Technology

 

Warrant

 

Preferred Series 4

 

 

477,517

 

 

 

41

 

 

 

44

 

 

 

Sustainable and Renewable Technology

 

Warrant

 

Common Stock

 

 

36,630

 

 

 

1

 

 

 

1

 

Total Proterra, Inc.

 

 

 

 

 

 

 

 

514,147

 

 

 

42

 

 

 

45

 

Rive Technology, Inc. (15)

 

Sustainable and Renewable Technology

 

Warrant

 

Preferred Series E

 

 

234,477

 

 

 

13

 

 

 

 

Solar Spectrum Holdings LLC (p.k.a. Sungevity, Inc.) (6)

 

Sustainable and Renewable Technology

 

Warrant

 

Common Stock

 

 

0.69

 

 

 

 

 

 

 

TAS Energy, Inc.

 

Sustainable and Renewable Technology

 

Warrant

 

Preferred Series AA

 

 

428,571

 

 

 

299

 

 

 

 

Subtotal: Sustainable and Renewable Technology (0.06%)*

 

 

 

 

 

 

2,468

 

 

 

701

 

Total: Warrant Investments (2.31%)*

 

 

 

 

 

 

 

 

 

 

 

 

34,878

 

 

 

25,504

 

Total Investments in Securities (203.86%)*

 

 

 

 

 

 

 

 

 

 

 

$

2,315,662

 

 

$

2,251,999

 

 

*

Value as a percent of net assets

(1)

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

(2)

Interest rate PRIME represents 5.50% at June 30, 2019. 1-month LIBOR, 3-month LIBOR and 12-month LIBOR represent 2.40%, 2.40% and 2.28%, respectively, at June 30, 2019.

(3)

Gross unrealized appreciation, gross unrealized depreciation, and net unrealized depreciation for federal income tax purposes totaled $80.4 million, $159.2 million and $78.8 million, respectively. The tax cost of investments is $2.3 billion.

(4)

Except for warrants in 39 publicly traded companies and common stock in 24 publicly traded companies, all investments are restricted at June 30, 2019 and were valued at fair value using Level 3 significant unobservable inputs as determined in good faith by the Company’s board of directors (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.

(5)

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

(6)

Affiliate investment as defined under the Investment Company Act of 1940, as amended, (the “1940 Act”) in which Hercules owns at least 5% but generally less than 25% of the company’s voting securities.

(7)

Control investment as defined under the 1940 Act in which Hercules owns at least 25% of the company’s voting securities or has greater than 50% representation on its board.

(8)

Debt is on non-accrual status at June 30, 2019, and is therefore considered non-income producing. Note that at June 30, 2019, only the $10.7 million PIK, or payment-in-kind, loan is on non-accrual for the Company’s debt investment in Tectura Corporation. At June 30, 2019, only the $1.6 million and $683,000 loans are on non-accrual for the Company’s debt investment in Solar Spectrum Holdings LLC (p.k.a. Sungevity, Inc.).

(9)

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

(10)

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

(11)

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

(12)

Denotes that all or a portion of the debt investment is pledged as collateral under the Wells Facility (as defined in Note 4).

(13)

Denotes that all or a portion of the debt investment is pledged as collateral under the Union Bank Facility (as defined in Note 4).

(14)

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

(15)

Denotes that all or a portion of the investment in this portfolio company is held by Hercules Technology III, L.P., or HT III, the Company’s wholly owned small business investment company, or SBIC, subsidiary.

(16)

Denotes that the fair value of the Company’s total investments in this portfolio company represent greater than 5% of the Company’s total assets at June 30, 2019.

(17)

Denotes that there is an unfunded contractual commitment available at the request of this portfolio company at June 30, 2019. Refer to Note 10.

(18)

Denotes unitranche debt with first lien “last-out” senior secured position and security interest in all assets of the portfolio company whereby the “last-out” portion will be subordinated to the “first-out” portion in a liquidation, sale or other disposition.

(19)

Denotes second lien senior secured debt.

 

 

 

See notes to consolidated financial statements

20


HERCULES CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2018

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

 

Sub-Industry

 

Type of

Investment(1)

 

Maturity Date

 

Interest Rate and Floor(2)

 

Principal Amount

 

 

Cost(3)

 

 

Value(4)

 

Debt Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Biotechnology Tools

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exicure, Inc. (11)

 

 

Biotechnology Tools

 

Senior Secured

 

September 2019

 

Interest rate PRIME + 6.45% or Floor rate of 9.95%, 3.85% Exit Fee

 

$

4,999

 

 

$

5,165

 

 

$

5,165

 

Subtotal: Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,165

 

 

 

5,165

 

Subtotal: Biotechnology Tools (0.54%)*

 

 

 

 

 

 

 

 

 

 

 

 

5,165

 

 

 

5,165

 

Consumer & Business Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WHOOP, INC. (12)

 

 

Consumer & Business Products

 

Senior Secured

 

July 2021

 

Interest rate PRIME + 3.75% or Floor rate of 8.50%, 6.95% Exit Fee

 

$

6,000

 

 

 

6,026

 

 

 

5,983

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,026

 

 

 

5,983

 

Subtotal: Consumer & Business Products (0.63%)*

 

 

 

 

 

 

 

 

 

 

 

 

6,026

 

 

 

5,983

 

Diversified Financial Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gibraltar Business Capital, LLC. (7)

 

 

Diversified Financial Services

 

Unsecured

 

March 2023

 

Interest rate FIXED 14.50%

 

$

15,000

 

 

 

14,729

 

 

 

14,401

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,729

 

 

 

14,401

 

Subtotal: Diversified Financial Services (1.51%)*

 

 

 

14,729

 

 

 

14,401

 

Drug Delivery

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AcelRx Pharmaceuticals, Inc. (11)

 

 

Drug Delivery

 

Senior Secured

 

March 2020

 

Interest rate PRIME + 6.05% or Floor rate of 9.55%, 11.69% Exit Fee

 

$

10,936

 

 

 

11,926

 

 

 

11,842

 

Antares Pharma Inc. (10)(11)(15)

 

 

Drug Delivery

 

Senior Secured

 

July 2022

 

Interest rate PRIME + 4.50% or Floor rate of 9.25%, 4.25% Exit Fee

 

$

25,000

 

 

 

25,313

 

 

 

25,081

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

37,239

 

 

 

36,923

 

Subtotal: Drug Delivery (3.86%)*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

37,239

 

 

 

36,923

 

 

See notes to consolidated financial statements

 

21


 

 

HERCULES CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2018

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

 

Sub-Industry

 

Type of

Investment(1)

 

Maturity Date

 

Interest Rate and Floor(2)

 

Principal Amount

 

 

Cost(3)

 

 

Value(4)

 

Drug Discovery & Development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Auris Medical Holding, AG (5)(10)

 

 

Drug Discovery & Development

 

Senior Secured

 

February 2019

 

Interest rate PRIME + 6.05% or Floor rate of 9.55%, 5.75% Exit Fee

 

$

757

 

 

$

1,471

 

 

$

1,471

 

Brickell Biotech, Inc. (12)

 

 

Drug Discovery & Development

 

Senior Secured

 

September 2019

 

Interest rate PRIME + 5.70% or Floor rate of 9.20%, 7.82% Exit Fee

 

$

4,808

 

 

 

5,281

 

 

 

5,281

 

Epirus Biopharmaceuticals, Inc. (8)

 

 

Drug Discovery & Development

 

Senior Secured

 

June 2019

 

Interest rate PRIME + 4.70% or Floor rate of 7.95%, 3.00% Exit Fee

 

$

2,203

 

 

 

2,487

 

 

 

 

Subtotal: Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

9,239

 

 

 

6,752

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acacia Pharma Inc. (10)(11)

 

 

Drug Discovery & Development

 

Senior Secured

 

January 2022

 

Interest rate PRIME + 4.50% or Floor rate of 9.25%, 3.95% Exit Fee

 

$

10,000

 

 

 

9,871

 

 

 

9,819

 

Aveo Pharmaceuticals, Inc. (11)

 

 

Drug Discovery & Development

 

Senior Secured

 

July 2021

 

Interest rate PRIME + 4.70% or Floor rate of 9.45%, 5.40% Exit Fee

 

$

10,000

 

 

 

10,111

 

 

 

10,042

 

 

 

 

Drug Discovery & Development

 

Senior Secured

 

July 2021

 

Interest rate PRIME + 4.70% or Floor rate of 9.45%, 3.00% Exit Fee

 

$

10,000

 

 

 

10,220

 

 

 

10,157

 

Total Aveo Pharmaceuticals, Inc.

 

 

 

 

 

 

 

$

20,000

 

 

 

20,331

 

 

 

20,199

 

Axovant Sciences Ltd. (5)(10)(11)(16)

 

 

Drug Discovery & Development

 

Senior Secured

 

March 2021

 

Interest rate PRIME + 6.80% or Floor rate of 10.55%

 

$

50,219

 

 

 

49,485

 

 

 

49,286

 

BridgeBio Pharma LLC (13)(16)

 

 

Drug Discovery & Development

 

Senior Secured

 

July 2022

 

Interest rate PRIME + 4.35% or Floor rate of 9.35%, 6.35% Exit Fee

 

$

35,000

 

 

 

35,054

 

 

 

35,263

 

 

 

 

Drug Discovery & Development

 

Senior Secured

 

July 2022

 

Interest rate PRIME + 3.35% or Floor rate of 9.10%, 5.75% Exit Fee

 

$

20,000

 

 

 

19,904

 

 

 

19,904

 

Total BridgeBio Pharma LLC

 

 

 

 

 

 

 

$

55,000

 

 

 

54,958

 

 

 

55,167

 

Chemocentryx, Inc. (10)(15)

 

 

Drug Discovery & Development

 

Senior Secured

 

December 2022

 

Interest rate PRIME + 3.30% or Floor rate of 8.05%, 6.25% Exit Fee

 

$

20,000

 

 

 

19,957

 

 

 

20,104

 

Genocea Biosciences, Inc. (11)

 

 

Drug Discovery & Development

 

Senior Secured

 

May 2021

 

Interest rate PRIME + 2.75% or Floor rate of 7.75%, 10.12% Exit Fee

 

$

14,000

 

 

 

14,937

 

 

 

14,788

 

Merrimack Pharmaceuticals, Inc. (12)

 

 

Drug Discovery & Development

 

Senior Secured

 

August 2021

 

Interest rate PRIME + 4.00% or Floor rate of 9.25%, 5.55% Exit Fee

 

$

15,000

 

 

 

15,024

 

 

 

15,024

 

Mesoblast (5)(10)(11)

 

 

Drug Discovery & Development

 

Senior Secured

 

March 2022

 

Interest rate PRIME + 4.95% or Floor rate of 9.45%, 6.95% Exit Fee

 

$

35,000

 

 

 

35,346

 

 

 

35,190

 

Metuchen Pharmaceuticals LLC (14)

 

 

Drug Discovery & Development

 

Senior Secured

 

October 2020

 

Interest rate PRIME + 7.25% or Floor rate of 10.75%, PIK Interest 1.35%, 2.25% Exit Fee

 

$

18,569

 

 

 

19,256

 

 

 

19,122

 

Motif BioSciences Inc. (5)(10)(11)(15)

 

 

Drug Discovery & Development

 

Senior Secured

 

September 2021

 

Interest rate PRIME + 5.50% or Floor rate of 10.00%, 2.15% Exit Fee

 

$

15,000

 

 

 

14,907

 

 

 

14,786

 

Myovant Sciences, Ltd. (5)(10)(11)

 

 

Drug Discovery & Development

 

Senior Secured

 

November 2021

 

Interest rate PRIME + 4.00% or Floor rate of 8.25%, 6.55% Exit Fee

 

$

40,000

 

 

 

40,320

 

 

 

40,151

 

 

See notes to consolidated financial statements

22


 

 

HERCULES CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2018

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

 

Sub-Industry

 

Type of

Investment(1)

 

Maturity Date

 

Interest Rate and Floor(2)

 

Principal Amount

 

 

Cost(3)

 

 

Value(4)

 

Nabriva Therapeutics (5)(10)

 

 

Drug Discovery & Development

 

Senior Secured

 

June 2023

 

Interest rate PRIME + 4.30% or Floor rate of 9.80%, 6.95% Exit Fee

 

$

25,000

 

 

$

24,750

 

 

$

24,750

 

Paratek Pharmaceuticals, Inc. (p.k.a. Transcept Pharmaceuticals, Inc.) (10)(11)(15)(16)

 

 

Drug Discovery & Development

 

Senior Secured

 

September 2020

 

Interest rate PRIME + 2.75% or Floor rate of 8.50%, 4.50% Exit Fee

 

$

40,000

 

 

 

40,882

 

 

 

40,472

 

 

 

 

Drug Discovery & Development

 

Senior Secured

 

September 2021

 

Interest rate PRIME + 2.75% or Floor rate of 8.50%, 4.50% Exit Fee

 

$

10,000

 

 

 

10,240

 

 

 

10,137

 

 

 

 

Drug Discovery & Development

 

Senior Secured

 

September 2021

 

Interest rate PRIME + 2.75% or Floor rate of 8.50%, 2.25% Exit Fee

 

$

10,000

 

 

 

10,084

 

 

 

9,925

 

 

 

 

Drug Discovery & Development

 

Senior Secured

 

August 2022

 

Interest rate PRIME + 2.10% or Floor rate of 7.85%, 6.95% Exit Fee

 

$

10,000

 

 

 

10,014

 

 

 

10,014

 

Total Paratek Pharmaceuticals, Inc. (p.k.a. Transcept Pharmaceuticals, Inc.)

 

$

70,000

 

 

 

71,220

 

 

 

70,548

 

Stealth Bio Therapeutics Corp. (5)(10)(11)

 

 

Drug Discovery & Development

 

Senior Secured

 

January 2021

 

Interest rate PRIME + 5.50% or Floor rate of 9.50%, 6.25% Exit Fee

 

$

19,313

 

 

 

19,740

 

 

 

19,597

 

Tricida, Inc. (11)(15)

 

 

Drug Discovery & Development

 

Senior Secured

 

March 2022

 

Interest rate PRIME + 3.35% or Floor rate of 8.85%, 8.19% Exit Fee

 

$

40,000

 

 

 

39,622

 

 

 

39,794

 

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

 

 

Drug Discovery & Development

 

Senior Secured

 

June 2023

 

Interest rate PRIME + 3.35% or Floor rate of 8.85%, 7.72% Exit Fee

 

$

35,000

 

 

 

35,538

 

 

 

35,386

 

Verastem, Inc. (11)

 

 

Drug Discovery & Development

 

Senior Secured

 

December 2020

 

Interest rate PRIME + 6.00%

or Floor rate of 10.50%, 4.50% Exit Fee

 

$

5,000

 

 

 

5,058

 

 

 

5,059

 

 

 

 

Drug Discovery & Development

 

Senior Secured

 

December 2020

 

Interest rate PRIME + 6.00%

or Floor rate of 10.50%, 4.50% Exit Fee

 

$

5,000

 

 

 

5,082

 

 

 

5,083

 

 

 

 

Drug Discovery & Development

 

Senior Secured

 

December 2020

 

Interest rate PRIME + 6.00% or Floor rate of 10.50%, 4.50% Exit Fee

 

$

5,000

 

 

 

5,057

 

 

 

5,057

 

 

 

 

Drug Discovery & Development

 

Senior Secured

 

December 2020

 

Interest rate PRIME + 6.00% or Floor rate of 10.50%, 4.50% Exit Fee

 

$

10,000

 

 

 

10,033

 

 

 

9,976

 

Total Verastem, Inc.

 

 

 

 

 

 

 

 

 

 

$

25,000

 

 

 

25,230

 

 

 

25,175

 

X4 Pharmaceuticals Inc.

 

 

Drug Discovery & Development

 

Senior Secured

 

November 2021

 

Interest rate PRIME + 4.25% or Floor rate of 9.50%, 7.95% Exit Fee

 

$

10,000

 

 

 

9,746

 

 

 

9,746

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

520,238

 

 

 

518,632

 

Subtotal: Drug Discovery & Development (54.99%)*

 

 

 

 

 

 

529,477

 

 

 

525,384

 

 

See notes to consolidated financial statements

23


 

 

HERCULES CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2018

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

 

Sub-Industry

 

Type of

Investment(1)

 

Maturity Date

 

Interest Rate and Floor(2)

 

Principal

Amount

 

 

Cost(3)

 

 

Value(4)

 

Electronics & Computer Hardware

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

908 DEVICES INC. (15)

 

 

Electronics & Computer Hardware

 

Senior Secured

 

September 2020

 

Interest rate PRIME + 4.00% or Floor rate of 8.25%, 4.25% Exit Fee

 

$

10,000

 

 

$

10,145

 

 

$

10,155

 

Glo AB (5)(10)(13)(14)

 

 

Electronics & Computer Hardware

 

Senior Secured

 

February 2021

 

Interest rate PRIME + 6.20% or Floor rate of 10.45%, PIK Interest 1.75%, 2.95% Exit Fee

 

$

12,192

 

 

 

12,265

 

 

 

5,556

 

Subtotal: 1-5 Years Maturity

 

 

  

 

 

22,410

 

  

15,711

 

Subtotal: Electronics & Computer Hardware (1.64%)*

 

  

 

 

22,410

 

 

15,711

Healthcare Services, Other

 

 

  

 

 

 

 

 

 

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oak Street Health (12)

 

 

Healthcare Services, Other

 

Senior Secured

 

September 2021

 

Interest rate PRIME + 5.00% or Floor rate of 9.75%, 5.95% Exit Fee

 

$

30,000

 

 

 

30,486

 

 

 

30,338

 

PH Group Holdings (13)(17)

 

 

Healthcare Services, Other

 

Senior Secured

 

September 2020

 

Interest rate PRIME + 7.45% or Floor rate of 10.95%

 

$

20,000

 

 

 

19,889

 

 

 

19,806

 

 

 

 

Healthcare Services, Other

 

Senior Secured

 

September 2020

 

Interest rate PRIME + 7.45% or Floor rate of 10.95%

 

$

10,000

 

 

 

9,938

 

 

 

9,896

 

Total PH Group Holdings

 

 

 

 

 

 

 

 

 

 

$

30,000

 

 

29,827

 

 

 

29,702

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

60,313

 

 

 

60,040

 

Subtotal: Healthcare Services, Other (6.28%)*

 

 

 

 

 

 

60,313

 

 

 

60,040

 

Information Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MDX Medical, Inc. (14)(15)(19)

 

 

Information Services

 

Senior Secured

 

December 2020

 

Interest rate PRIME + 4.00% or Floor rate of 8.25%, PIK Interest 1.70%

 

$

15,288

 

 

 

15,037

 

 

 

14,987

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

15,037

 

 

14,987

Subtotal: Information Services (1.57%)*

 

 

 

 

 

 

15,037

 

 

14,987

 

See notes to consolidated financial statements

24


 

 

HERCULES CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2018

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

 

Sub-Industry

 

Type of

Investment(1)

 

Maturity Date

 

Interest Rate and Floor(2)

 

Principal Amount

 

 

Cost(3)

 

 

Value(4)

 

Internet Consumer & Business Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LogicSource

 

 

Internet Consumer & Business Services

 

Senior Secured

 

October 2019

 

Interest rate PRIME + 6.25% or Floor rate of 9.75%, 5.00% Exit Fee

 

$

3,099

 

 

$

3,486

 

 

$

3,486

 

The Faction Group LLC (11)

 

 

Internet Consumer & Business Services

 

Senior Secured

 

January 2019

 

Interest rate PRIME + 4.75% or Floor rate of 8.25%

 

$

2,000

 

 

 

2,000

 

 

 

2,000

 

Subtotal: Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,486

 

 

 

5,486

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AppDirect, Inc. (11)(19)

 

 

Internet Consumer & Business Services

 

Senior Secured

 

January 2022

 

Interest rate PRIME + 5.70% or Floor rate of 9.95%, 3.45% Exit Fee

 

$

20,000

 

 

 

20,006

 

 

 

19,941

 

Art.com, Inc. (12)(14)(15)

 

 

Internet Consumer & Business Services

 

Senior Secured

 

April 2021

 

Interest rate PRIME + 5.40% or Floor rate of 10.15%, PIK Interest 1.70%, 1.50% Exit Fee

 

$

10,117

 

 

 

10,020

 

 

 

10,028

 

Cloudpay, Inc. (5)(10)

 

 

Internet Consumer & Business Services

 

Senior Secured

 

April 2022

 

Interest rate PRIME + 4.05% or Floor rate of 8.55%, 6.95% Exit Fee

 

$

11,000

 

 

 

11,017

 

 

 

11,020

 

Contentful, Inc. (5)(10)(14)

 

 

Internet Consumer & Business Services

 

Senior Secured

 

July 2022

 

Interest rate PRIME + 2.95% or Floor rate of 7.95%, PIK Interest 1.25%

 

$

3,750

 

 

 

3,692

 

 

 

3,692

 

Convercent, Inc. (14)(15)(17)

 

 

Internet Consumer & Business Services

 

Senior Secured

 

July 2022

 

Interest rate PRIME + 2.55% or Floor rate of 7.80%, PIK Interest 2.95%, 1.00% Exit Fee

 

$

7,500

 

 

 

7,419

 

 

 

7,419

 

EverFi, Inc. (11)(14)(16)

 

 

Internet Consumer & Business Services

 

Senior Secured

 

May 2022

 

Interest rate PRIME + 3.90% or Floor rate of 8.65%, PIK Interest 2.30%

 

$

60,729

 

 

 

60,687

 

 

 

60,408

 

Fastly, Inc. (17)(19)

 

 

Internet Consumer & Business Services

 

Senior Secured

 

December 2021

 

Interest rate PRIME + 4.25%, 1.50% Exit Fee

 

$

6,667

 

 

 

6,563

 

 

 

6,563

 

First Insight, Inc. (15)

 

 

Internet Consumer & Business Services

 

Senior Secured

 

November 2021

 

Interest rate PRIME + 6.25% or Floor rate of 11.25%

 

$

7,500

 

 

 

7,368

 

 

 

7,375

 

Greenphire, Inc. (17)

 

 

Internet Consumer & Business Services

 

Senior Secured

 

January 2021

 

Interest rate 3-month LIBOR + 8.00% or Floor rate of 9.00%

 

$

2,776

 

 

 

2,776

 

 

 

2,785

 

 

 

 

Internet Consumer & Business Services

 

Senior Secured

 

January 2021

 

Interest rate PRIME + 3.75% or Floor rate of 7.00%

 

$

1,500

 

 

 

1,500

 

 

 

1,498

 

Total Greenphire, Inc.

 

 

 

 

 

 

 

 

 

 

$

4,276

 

 

 

4,276

 

 

 

4,283

 

Intent Media, Inc. (12)(17)

 

 

Internet Consumer & Business Services

 

Senior Secured

 

September 2021

 

Interest rate PRIME + 5.13% or Floor rate of 10.125%, 2.00% Exit Fee

 

$

12,200

 

 

 

12,210

 

 

 

12,147

 

Interactions Corporation (11)(19)

 

 

Internet Consumer & Business Services

 

Senior Secured

 

March 2021

 

Interest rate 3-month LIBOR + 8.60% or Floor rate of 9.85%, 1.75% Exit Fee

 

$

25,000

 

 

 

25,092

 

 

 

24,987

 

Postmates, Inc. (17)(19)

 

 

Internet Consumer & Business Services

 

Senior Secured

 

September 2022

 

Interest rate PRIME + 3.85% or Floor rate of 8.85%, 8.05% Exit Fee

 

$

20,000

 

 

 

19,666

 

 

 

19,666

 

RumbleON, Inc.

 

 

Internet Consumer & Business Services

 

Senior Secured

 

May 2021

 

Interest rate PRIME + 5.75% or Floor rate of 10.25%, 4.55% Exit Fee

 

$

5,000

 

 

 

5,018

 

 

 

4,984

 

 

 

 

Internet Consumer & Business Services

 

Senior Secured

 

October 2021

 

Interest rate PRIME + 5.75% or Floor rate of 10.25%, 2.95% Exit Fee

 

$

5,000

 

 

 

4,941

 

 

 

4,941

 

Total RumbleON, Inc.

 

 

 

 

 

 

 

 

 

 

$

10,000

 

 

 

9,959

 

 

 

9,925

 

Snagajob.com, Inc. (13)(14)

 

 

Internet Consumer & Business Services

 

Senior Secured

 

July 2020

 

Interest rate PRIME + 5.15% or Floor rate of 9.15%, PIK Interest 1.95%, 2.55% Exit Fee

 

$

41,841

 

 

 

42,139

 

 

 

42,075

 

 

 

 

Internet Consumer & Business Services

 

Senior Secured

 

July 2020

 

Interest rate PRIME + 5.65% or Floor rate of 10.65%, PIK Interest 1.95%, 2.55% Exit Fee

 

$

5,033

 

 

 

4,867

 

 

 

4,867

 

Total Snagajob.com, Inc.

 

 

 

 

 

 

 

 

 

 

$

46,874

 

 

 

47,006

 

 

 

46,942

 

Tectura Corporation (7)(8)(9)(14)

 

 

Internet Consumer & Business Services

 

Senior Secured

 

June 2021

 

Interest rate FIXED 6.00%, PIK Interest 3.00%

 

$

20,924

 

 

 

20,924

 

 

 

18,128

 

 

 

 

Internet Consumer & Business Services

 

Senior Secured

 

June 2021

 

PIK Interest 8.00%

 

$

10,680

 

 

 

240

 

 

 

 

Total Tectura Corporation

 

 

 

 

 

 

 

 

 

 

$

31,604

 

 

 

21,164

 

 

 

18,128

 

The Faction Group LLC (11)

 

 

Internet Consumer & Business Services

 

Senior Secured

 

January 2021

 

Interest rate 3-month LIBOR + 9.25% or Floor rate of 10.25%

 

$

6,667

 

 

 

6,667

 

 

 

6,653

 

Wheels Up Partners LLC (11)

 

 

Internet Consumer & Business Services

 

Senior Secured

 

July 2022

 

Interest rate 3-month LIBOR + 8.55% or Floor rate of 9.55%

 

$

20,241

 

 

 

20,076

 

 

 

19,921

 

Xometry, Inc. (13)(17)(19)

 

 

Internet Consumer & Business Services

 

Senior Secured

 

November 2021

 

Interest rate PRIME + 3.95% or Floor rate of 8.45%, 7.09% Exit Fee

 

$

11,000

 

 

 

10,997

 

 

 

10,995

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

303,885

 

 

 

300,093

 

Subtotal: Internet Consumer & Business Services (31.98%)*

 

 

 

 

 

 

309,371

 

 

 

305,579

 

 

See notes to consolidated financial statements

25


 

 

HERCULES CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2018

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

 

Sub-Industry

 

Type of

Investment(1)

 

Maturity Date

 

Interest Rate and Floor(2)

 

Principal Amount

 

 

Cost(3)

 

 

Value(4)

 

Media/Content/Info

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bustle (14)(15)

 

 

Media/Content/Info

 

Senior Secured

 

June 2021

 

Interest rate PRIME + 4.10% or Floor rate of 8.35%, PIK Interest 1.95%, 3.12% Exit Fee

 

$

15,315

 

 

$

15,336

 

 

$

15,453

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

15,336

 

 

 

15,453

 

Subtotal: Media/Content/Info (1.62%)*

 

 

 

 

 

 

15,336

 

 

 

15,453

 

Medical Devices & Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Micell Technologies, Inc. (11)

 

 

Medical Devices & Equipment

 

Senior Secured

 

August 2019

 

Interest rate PRIME + 7.25% or Floor rate of 10.50%, 5.00% Exit Fee

 

$

2,323

 

 

 

2,724

 

 

 

2,405

 

Subtotal: Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,724

 

 

 

2,405

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Flowonix Medical, Inc. (11)(14)

 

 

Medical Devices & Equipment

 

Senior Secured

 

October 2021

 

Interest rate PRIME + 4.00% or Floor rate of 9.00%, PIK Interest 0.5%, 7.95% Exit Fee

 

$

15,007

 

 

 

14,673

 

 

 

14,673

 

Intuity Medical, Inc. (11)(15)

 

 

Medical Devices & Equipment

 

Senior Secured

 

June 2021

 

Interest rate PRIME + 5.00% or Floor rate of 9.25%, 5.95% Exit Fee

 

$

17,500

 

 

 

17,504

 

 

 

17,417

 

Quanta Fluid Solutions (5)(10)

 

 

Medical Devices & Equipment

 

Senior Secured

 

April 2020

 

Interest rate PRIME + 8.05% or Floor rate of 11.55%, 5.00% Exit Fee

 

$

5,806

 

 

 

6,324

 

 

 

6,344

 

Quanterix Corporation (11)

 

 

Medical Devices & Equipment

 

Senior Secured

 

March 2020

 

Interest rate PRIME + 2.75% or Floor rate of 8.00%, 0.58% Exit Fee

 

$

7,688

 

 

 

7,656

 

 

 

7,577

 

Rapid Micro Biosystems, Inc. (11)(15)

 

 

Medical Devices & Equipment

 

Senior Secured

 

April 2022

 

Interest rate PRIME + 5.15% or Floor rate of 9.65%, 7.25% Exit Fee

 

$

18,000

 

 

 

18,143

 

 

 

18,013

 

Sebacia, Inc. (11)(15)

 

 

Medical Devices & Equipment

 

Senior Secured

 

January 2021

 

Interest rate PRIME + 4.35% or Floor rate of 8.85%, 6.05% Exit Fee

 

$

11,000

 

 

 

11,151

 

 

 

11,071

 

Transenterix, Inc. (10)(11)

 

 

Medical Devices & Equipment

 

Senior Secured

 

June 2022

 

Interest rate PRIME + 4.55% or Floor rate of 9.55%, 6.95% Exit Fee

 

$

30,000

 

 

 

29,972

 

 

 

29,852

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

105,423

 

 

 

104,947

 

Subtotal: Medical Devices & Equipment (11.24%)*

 

 

 

 

 

 

108,147

 

 

 

107,352

 

Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pollen, Inc. (15)

 

 

Software

 

Senior Secured

 

April 2019

 

Interest rate PRIME + 4.25% or Floor rate of 8.50%, 4.00% Exit Fee

 

$

7,000

 

 

 

7,214

 

 

 

7,214

 

Subtotal: Under 1 Year Maturity

 

 

 

 

 

 

7,214

 

 

 

7,214

 

 

See notes to consolidated financial statements

26


 

 

HERCULES CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2018

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

 

Sub-Industry

 

Type of

Investment(1)

 

Maturity Date

 

Interest Rate and Floor(2)

 

Principal Amount

 

 

Cost(3)

 

 

Value(4)

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Abrigo (p.k.a. Banker's Toolbox, Inc.) (13)(18)

 

 

Software

 

Senior Secured

 

March 2023

 

Interest rate 3-month LIBOR + 7.88% or Floor rate of 7.88%

 

$

39,701

 

 

$

38,871

 

 

$

38,617

 

Businessolver.com, Inc. (16)(17)

 

 

Software

 

Senior Secured

 

May 2023

 

Interest rate 3-month LIBOR + 7.50% or Floor rate of 7.50%

 

$

52,913

 

 

 

51,958

 

 

 

51,417

 

 

 

 

Software

 

Senior Secured

 

May 2023

 

Interest rate 3-month LIBOR + 7.50% or Floor rate of 7.50%

 

$

2,550

 

 

 

2,551

 

 

 

2,550

 

Total Businessolver.com, Inc.

 

$

55,463

 

 

 

54,509

 

 

 

53,967

 

Clarabridge, Inc. (12)(14)(17)

 

 

Software

 

Senior Secured

 

April 2022

 

Interest rate PRIME + 4.80% or Floor rate of 8.55%, PIK Interest 2.25%

 

$

42,300

 

 

 

41,843

 

 

 

41,921

 

Cloudian, Inc.

 

 

Software

 

Senior Secured

 

November 2022

 

Interest rate PRIME + 3.25% or Floor rate of 8.25%, 9.75% Exit Fee

 

$

15,000

 

 

 

14,814

 

 

 

14,814

 

Couchbase, Inc. (15)(17)(19)

 

 

Software

 

Senior Secured

 

September 2021

 

Interest rate PRIME + 5.25% or Floor rate of 10.75%

 

$

15,000

 

 

 

14,921

 

 

 

14,921

 

Credible Behavioral Health, Inc. (14)(17)

 

 

Software

 

Senior Secured

 

September 2021

 

Interest rate PRIME + 3.20% or Floor rate of 7.95%, PIK Interest 3.30%

 

$

7,573

 

 

 

7,493

 

 

 

7,493

 

Dashlane, Inc. (14)(19)

 

 

Software

 

Senior Secured

 

April 2022

 

Interest rate PRIME + 4.05% or Floor rate of 8.55%, PIK Interest 1.10%, 9.25% Exit Fee

 

$

10,067

 

 

 

10,107

 

 

 

10,137

 

DocuTAP, Inc. (17)

 

 

Software

 

Senior Secured

 

October 2023

 

Interest rate 3-month LIBOR + 8.00% or Floor rate of 8.00%

 

$

14,000

 

 

 

13,609

 

 

 

13,609

 

Emma, Inc. (17)(18)

 

 

Software

 

Senior Secured

 

September 2022

 

Interest rate 3-month LIBOR + 8.39% or Floor rate of 8.39%

 

$

37,037

 

 

 

35,858

 

 

 

35,251

 

 

 

 

Software

 

Senior Secured

 

September 2022

 

Interest rate 3-month LIBOR + 8.18% or Floor rate of 8.18%

 

$

6,000

 

 

 

5,827

 

 

 

5,826

 

Total Emma, Inc.

 

$

43,037

 

 

 

41,685

 

 

 

41,077

 

Evernote Corporation (14)(15)(17)(19)

 

 

Software

 

Senior Secured

 

October 2020

 

Interest rate PRIME + 5.45% or Floor rate of 8.95%

 

$

5,549

 

 

 

5,537

 

 

 

5,592

 

 

 

 

Software

 

Senior Secured

 

July 2021

 

Interest rate PRIME + 6.00% or Floor rate of 9.50%, PIK Interest 1.25%

 

$

4,074

 

 

 

4,058

 

 

 

4,074

 

 

 

 

Software

 

Senior Secured

 

July 2022

 

Interest rate PRIME + 6.00% or Floor rate of 9.50%, PIK Interest 1.25%

 

$

5,015

 

 

 

4,982

 

 

 

4,993

 

Total Evernote Corporation

 

$

14,638

 

 

 

14,577

 

 

 

14,659

 

Fuze, Inc. (13)(14)(15)(16)(19)

 

 

Software

 

Senior Secured

 

July 2021

 

Interest rate PRIME + 3.70% or Floor rate of 7.95%, PIK Interest 1.55%, 3.55% Exit Fee

 

$

51,129

 

 

 

51,284

 

 

 

51,943

 

Impact Radius Holdings, Inc. (11)(14)

 

 

Software

 

Senior Secured

 

December 2020

 

Interest rate PRIME + 4.25% or Floor rate of 8.75%, PIK Interest 1.55%, 1.75% Exit Fee

 

$

10,191

 

 

 

10,271

 

 

 

10,237

 

 

 

 

Software

 

Senior Secured

 

December 2020

 

Interest rate PRIME + 4.25% or Floor rate of 8.75%, PIK Interest 1.55%

 

$

2,014

 

 

 

2,014

 

 

 

2,008

 

Total Impact Radius Holdings, Inc.

 

$

12,205

 

 

 

12,285

 

 

 

12,245

 

Insurance Technologies Corporation (17)(18)

 

 

Software

 

Senior Secured

 

March 2023

 

Interest rate 3-month LIBOR + 7.82% or Floor rate of 8.75%

 

$

12,500

 

 

 

12,258

 

 

 

12,071

 

Lightbend, Inc. (14)(15)

 

 

Software

 

Senior Secured

 

February 2022

 

Interest rate PRIME + 4.25% or Floor rate of 8.50%, PIK Interest 2.00%

 

$

16,179

 

 

 

15,850

 

 

 

15,741

 

Lithium Technologies, Inc. (11)(16)(17)

 

 

Software

 

Senior Secured

 

October 2022

 

Interest rate 1-month LIBOR + 8.00% or Floor rate of 9.00%

 

$

12,000

 

 

 

11,785

 

 

 

11,659

 

 

 

 

Software

 

Senior Secured

 

October 2022

 

Interest rate 1-month LIBOR + 8.00% or Floor rate of 9.00%

 

$

43,000

 

 

 

42,047

 

 

 

42,047

 

Total Lithium Technologies, Inc.

 

$

55,000

 

 

 

53,832

 

 

 

53,706

 

Microsystems Holding Company, LLC (13)(19)

 

 

Software

 

Senior Secured

 

July 2022

 

Interest rate 3-month LIBOR + 8.25% or Floor rate of 9.25%

 

$

12,000

 

 

 

11,854

 

 

 

11,842

 

Quid, Inc. (14)(15)

 

 

Software

 

Senior Secured

 

February 2021

 

Interest rate PRIME + 4.75% or Floor rate of 8.25%, PIK Interest 2.25%, 3.00% Exit Fee

 

$

8,494

 

 

 

8,632

 

 

 

8,619

 

 

See notes to consolidated financial statements

27


 

 

HERCULES CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2018

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

 

Sub-Industry

 

Type of

Investment(1)

 

Maturity Date

 

Interest Rate and Floor(2)

 

Principal Amount

 

 

Cost(3)

 

 

Value(4)

 

RapidMiner, Inc. (12)(14)

 

 

Software

 

Senior Secured

 

December 2020

 

Interest rate PRIME + 5.50% or Floor rate of 9.75%, PIK Interest 1.65%

 

$

7,119

 

 

$

7,018

 

 

$

6,965

 

Regent Education (14)

 

 

Software

 

Senior Secured

 

January 2021

 

Interest rate FIXED 10.00%, PIK Interest 2.00%, 6.35% Exit Fee

 

$

3,092

 

 

 

3,115

 

 

 

1,579

 

Salsa Labs, Inc. (11)(17)

 

 

Software

 

Senior Secured

 

April 2023

 

Interest rate 3-month LIBOR + 8.15% or Floor rate of 9.15%

 

$

6,000

 

 

 

5,894

 

 

 

5,823

 

Signpost, Inc. (11)(14)

 

 

Software

 

Senior Secured

 

February 2020

 

Interest rate PRIME + 4.15% or Floor rate of 8.15%, PIK Interest 1.75%, 5.75% Exit Fee

 

$

15,787

 

 

 

16,293

 

 

 

16,267

 

ThreatConnect, Inc. (14)(15)(19)

 

 

Software

 

Senior Secured

 

October 2022

 

Interest rate PRIME + 4.95% or Floor rate of 9.95%, PIK Interest 1.05%, 2.20% Exit Fee

 

$

7,519

 

 

 

7,443

 

 

 

7,443

 

Vela Trading Technologies (11)(18)

 

 

Software

 

Senior Secured

 

July 2022

 

Interest rate 3-month LIBOR + 9.50% or Floor rate of 10.50%

 

$

19,750

 

 

 

19,345

 

 

 

19,309

 

YouEarnedIt, Inc. (18)

 

 

Software

 

Senior Secured

 

July 2023

 

Interest rate 1-month LIBOR + 8.66%

 

$

8,978

 

 

 

8,735

 

 

 

8,735

 

ZocDoc (11)(19)

 

 

Software

 

Senior Secured

 

August 2021

 

Interest rate PRIME + 6.20% or Floor rate of 10.95%, 2.00% Exit Fee

 

$

30,000

 

 

 

30,003

 

 

 

29,875

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

516,270

 

 

 

513,378

 

Subtotal: Software (54.49%)*

 

 

 

 

 

 

523,484

 

 

 

520,592

 

Sustainable and Renewable Technology

 

 

 

 

 

 

 

 

 

 

 

 

Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

Solar Spectrum Holdings LLC (p.k.a. Sungevity, Inc.) (6)(14)(19)

 

 

Sustainable and Renewable Technology

 

Senior Secured

 

August 2019

 

Interest rate PRIME + 8.70% or Floor rate of 12.95%, 5.00% Exit Fee

 

$

10,000

 

 

 

10,151

 

 

 

10,151

 

 

 

 

Sustainable and Renewable Technology

 

Senior Secured

 

February 2019

 

PIK Interest 10.00%

 

$

649

 

 

 

650

 

 

 

650

 

 

 

 

Sustainable and Renewable Technology

 

Senior Secured

 

February 2019

 

Interest rate PRIME + 10.70% or Floor rate of 15.70%, PIK Interest 2.00%

 

$

603

 

 

 

603

 

 

 

603

 

Total Solar Spectrum LLC

 

 

 

 

 

 

 

 

 

 

$

11,252

 

 

 

11,404

 

 

 

11,404

 

Subtotal: Under 1 Year Maturity

 

 

 

 

 

 

11,404

 

 

 

11,404

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

FuelCell Energy, Inc. (12)

 

 

Sustainable and Renewable Technology

 

Senior Secured

 

April 2020

 

Interest rate PRIME + 5.40% or Floor rate of 9.90%, 6.68% Exit Fee

 

$

13,091

 

 

 

13,362

 

 

 

13,330

 

 

 

 

Sustainable and Renewable Technology

 

Senior Secured

 

April 2020

 

Interest rate PRIME + 5.40% or Floor rate of 9.90%, 8.50% Exit Fee

 

$

11,909

 

 

 

11,908

 

 

 

11,874

 

Total FuelCell Energy, Inc.

 

$

25,000

 

 

$

25,270

 

 

$

25,204

 

Impossible Foods, Inc. (12)(17)

 

 

Sustainable and Renewable Technology

 

Senior Secured

 

January 2022

 

Interest rate PRIME + 3.95% or Floor rate of 8.95%, 9.00% Exit Fee

 

$

30,000

 

 

 

29,981

 

 

 

29,680

 

Metalysis Limited (5)(10)(11)

 

 

Sustainable and Renewable Technology

 

Senior Secured

 

March 2021

 

Interest rate PRIME + 5.00% or Floor rate of 9.25%, 6.95% Exit Fee

 

$

7,254

 

 

 

7,400

 

 

 

7,360

 

Proterra, Inc. (11)(14)

 

 

Sustainable and Renewable Technology

 

Senior Secured

 

November 2020

 

Interest rate PRIME + 3.70% or Floor rate of 7.95%, PIK Interest 1.75%, 5.95% Exit Fee

 

$

25,484

 

 

 

26,775

 

 

 

26,888

 

 

 

 

Sustainable and Renewable Technology

 

Senior Secured

 

November 2020

 

Interest rate PRIME + 3.70% or Floor rate of 7.95%, PIK Interest 1.75%, 7.00% Exit Fee

 

$

5,097

 

 

 

5,381

 

 

 

5,386

 

Total Proterra, Inc.

 

 

 

 

 

 

 

 

 

 

$

30,581

 

 

 

32,156

 

 

 

32,274

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

94,807

 

 

 

94,518

 

Subtotal: Sustainable and Renewable Technology (11.09%)*

 

 

 

 

 

 

106,211

 

 

 

105,922

 

Total: Debt Investments (181.43%)*

 

 

 

 

 

 

1,752,945

 

 

 

1,733,492

 

 

See notes to consolidated financial statements

28


 

 

HERCULES CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2018

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

 

Sub-Industry

 

Type of

Investment(1)

 

Series

 

Shares

 

Cost(3)

 

 

Value(4)

 

Equity Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Communications & Networking

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GlowPoint, Inc. (4)

 

 

Communications & Networking

 

Equity

 

Common Stock

 

 

114,192

 

 

$

102

 

 

$

14

 

Peerless Network Holdings, Inc.

 

 

Communications & Networking

 

Equity

 

Preferred Series A

 

 

1,135,000

 

 

 

1,229

 

 

 

4,847

 

Subtotal: Communications & Networking (0.51%)*

 

 

 

1,331

 

 

 

4,861

 

 

Diagnostic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Singulex, Inc.

 

 

Diagnostic

 

Equity

 

Common Stock

 

 

937,998

 

 

 

750

 

 

 

348

 

Subtotal: Diagnostic (0.04%)*

 

 

 

 

 

 

 

 

 

 

750

 

 

 

348

 

 

Diversified Financial Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gibraltar Business Capital, LLC. (7)

 

 

Diversified Financial Services

 

Equity

 

Common Stock

 

 

830,000

 

 

 

1,884

 

 

 

1,688

 

 

 

 

Diversified Financial Services

 

Equity

 

Preferred Series A

 

 

10,602,752

 

 

 

26,122

 

 

 

23,402

 

Total Gibraltar Business Capital, LLC

 

 

 

 

 

 

11,432,752

 

 

 

28,006

 

 

 

25,090

 

Subtotal: Diversified Financial Services (2.63%)*

 

 

 

 

 

 

 

 

 

 

28,006

 

 

 

25,090

 

Drug Delivery

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AcelRx Pharmaceuticals, Inc. (4)

 

 

Drug Delivery

 

Equity

 

Common Stock

 

 

176,730

 

 

 

1,329

 

 

 

318

 

BioQ Pharma Incorporated (15)

 

 

Drug Delivery

 

Equity

 

Preferred Series D

 

 

165,000

 

 

 

500

 

 

 

599

 

Edge Therapeutics, Inc. (4)

 

 

Drug Delivery

 

Equity

 

Common Stock

 

 

49,965

 

 

 

309

 

 

 

16

 

Neos Therapeutics, Inc. (4)(15)

 

 

Drug Delivery

 

Equity

 

Common Stock

 

 

125,000

 

 

 

1,500

 

 

 

206

 

Subtotal: Drug Delivery (0.12%)*

 

 

 

 

 

 

 

 

 

 

3,638

 

 

 

1,139

 

 

Drug Discovery & Development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aveo Pharmaceuticals, Inc. (4)(15)

 

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

1,901,791

 

 

 

1,715

 

 

 

3,112

 

Axovant Sciences Ltd. (4)(5)(10)(16)

 

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

129,827

 

 

 

1,269

 

 

 

129

 

BridgeBio Pharma LLC (16)

 

 

Drug Discovery & Development

 

Equity

 

Preferred Series D

 

 

1,008,929

 

 

 

2,000

 

 

 

1,819

 

Cerecor, Inc. (4)

 

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

119,087

 

 

 

1,000

 

 

 

385

 

Dare Biosciences, Inc. (p.k.a. Cerulean Pharma, Inc.) (4)

 

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

13,550

 

 

 

1,000

 

 

 

10

 

Dicerna Pharmaceuticals, Inc. (4)

 

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

142,858

 

 

 

1,000

 

 

 

1,527

 

Dynavax Technologies (4)(10)

 

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

20,000

 

 

 

550

 

 

 

183

 

Eidos Therapeutics, Inc. (4)(10)

 

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

15,000

 

 

 

255

 

 

 

206

 

Genocea Biosciences, Inc. (4)

 

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

223,463

 

 

 

2,000

 

 

 

64

 

Insmed, Incorporated (4)

 

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

70,771

 

 

 

1,000

 

 

 

929

 

Melinta Therapeutics (4)

 

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

51,821

 

 

 

2,000

 

 

 

42

 

Paratek Pharmaceuticals, Inc. (p.k.a. Transcept Pharmaceuticals, Inc.) (4)(10)(16)

 

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

76,362

 

 

 

2,744

 

 

 

392

 

Rocket Pharmaceuticals, Ltd (p.k.a. Inotek Pharmaceuticals Corporation) (4)

 

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

944

 

 

 

1,500

 

 

 

14

 

Tricida, Inc. (4)

 

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

105,260

 

 

 

2,000

 

 

 

2,481

 

Subtotal: Drug Discovery & Development (1.18%)*

 

 

 

 

 

 

 

 

 

 

20,033

 

 

 

11,293

 

 

Electronics & Computer Hardware

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Identiv, Inc. (4)

 

 

Electronics & Computer Hardware

 

Equity

 

Common Stock

 

 

6,700

 

 

 

34

 

 

 

24

 

Subtotal: Electronics & Computer Hardware (0.00%)*

 

 

 

 

 

 

 

 

 

 

34

 

 

 

24

 

 

Information Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DocuSign, Inc. (4)

 

 

Information Services

 

Equity

 

Common Stock

 

 

385,000

 

 

 

6,081

 

 

 

15,431

 

Subtotal: Information Services (1.62%)*

 

 

 

 

 

 

 

 

 

 

6,081

 

 

 

15,431

 

 

See notes to consolidated financial statements

29


 

 

HERCULES CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2018

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

 

Sub-Industry

 

Type of

Investment(1)

 

Series

 

Shares

 

 

Cost(3)

 

 

Value(4)

 

Internet Consumer & Business Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Blurb, Inc.

 

 

Internet Consumer & Business Services

 

Equity

 

Preferred Series B

 

 

220,653

 

 

$

175

 

 

$

44

 

Brigade Group, Inc. (p.k.a. Philotic, Inc.)

 

 

Internet Consumer & Business Services

 

Equity

 

Common Stock

 

 

9,023

 

 

 

93

 

 

 

 

Contentful, Inc. (5)(10)

 

 

Internet Consumer & Business Services

 

Equity

 

Preferred Series D

 

 

217

 

 

 

500

 

 

 

504

 

DoorDash, Inc.

 

 

Internet Consumer & Business Services

 

Equity

 

Common Stock

 

 

105,000

 

 

 

6,051

 

 

 

6,051

 

Lightspeed POS, Inc. (5)(10)

 

 

Internet Consumer & Business Services

 

Equity

 

Preferred Series C

 

 

230,030

 

 

 

250

 

 

 

363

 

 

 

 

Internet Consumer & Business Services

 

Equity

 

Preferred Series D

 

 

198,677

 

 

 

250

 

 

 

326

 

Total Lightspeed POS, Inc.

 

 

 

 

 

 

428,707

 

 

 

500

 

 

 

689

 

Lyft, Inc.

 

 

Internet Consumer & Business Services

 

Equity

 

Preferred Series F

 

 

91,648

 

 

 

4,819

 

 

 

4,819

 

Nextdoor.com, Inc.

 

 

Internet Consumer & Business Services

 

Equity

 

Common Stock

 

 

328,190

 

 

 

4,854

 

 

 

4,854

 

OfferUp, Inc.

 

 

Internet Consumer & Business Services

 

Equity

 

Preferred Series A

 

 

286,080

 

 

 

1,663

 

 

 

1,565

 

 

 

 

Internet Consumer & Business Services

 

Equity

 

Preferred Series A-1

 

 

108,710

 

 

 

632

 

 

 

595

 

Total OfferUp, Inc.

 

 

 

 

 

 

394,790

 

 

 

2,295

 

 

 

2,160

 

Oportun (p.k.a. Progress Financial)

 

 

Internet Consumer & Business Services

 

Equity

 

Preferred Series G

 

 

218,351

 

 

 

250

 

 

 

537

 

 

 

 

Internet Consumer & Business Services

 

Equity

 

Preferred Series H

 

 

87,802

 

 

 

250

 

 

 

279

 

Total Oportun (p.k.a. Progress Financial)

 

 

 

 

 

 

306,153

 

 

 

500

 

 

 

816

 

Tectura Corporation (7)

 

 

Internet Consumer & Business Services

 

Equity

 

Common Stock

 

 

414,994,863

 

 

 

900

 

 

 

 

 

 

 

Internet Consumer & Business Services

 

Equity

 

Preferred Series BB

 

 

1,000,000

 

 

 

 

 

 

 

Total Tectura Corporation

 

 

 

 

 

 

415,994,863

 

 

 

900

 

 

 

 

Subtotal: Internet Consumer & Business Services (2.09%)*

 

 

 

 

 

 

 

 

 

 

20,687

 

 

 

19,937

 

 

Media/Content/Info

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pinterest, Inc.

 

 

Media/Content/Info

 

Equity

 

Preferred Series Seed

 

 

620,000

 

 

 

4,085

 

 

 

3,787

 

Subtotal: Media/Content/Info (0.40%)*

 

 

 

 

 

 

 

 

 

 

4,085

 

 

 

3,787

 

Medical Devices & Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AtriCure, Inc. (4)(15)

 

 

Medical Devices & Equipment

 

Equity

 

Common Stock

 

 

10,119

 

 

 

266

 

 

 

310

 

Flowonix Medical Incorporated

 

 

Medical Devices & Equipment

 

Equity

 

Preferred Series AA

 

 

221,893

 

 

 

1,500

 

 

 

27

 

Gelesis, Inc.

 

 

Medical Devices & Equipment

 

Equity

 

Common Stock

 

 

198,202

 

 

 

 

 

 

677

 

 

 

 

Medical Devices & Equipment

 

Equity

 

Preferred Series A-1

 

 

191,210

 

 

 

425

 

 

 

729

 

 

 

 

Medical Devices & Equipment

 

Equity

 

Preferred Series A-2

 

 

191,626

 

 

 

500

 

 

 

691

 

Total Gelesis, Inc.

 

 

 

 

 

 

581,038

 

 

 

925

 

 

 

2,097

 

Medrobotics Corporation (15)

 

 

Medical Devices & Equipment

 

Equity

 

Preferred Series E

 

 

136,798

 

 

 

250

 

 

 

24

 

 

 

 

Medical Devices & Equipment

 

Equity

 

Preferred Series F

 

 

73,971

 

 

 

155

 

 

 

26

 

 

 

 

Medical Devices & Equipment

 

Equity

 

Preferred Series G

 

 

163,934

 

 

 

500

 

 

 

87

 

Total Medrobotics Corporation

 

 

 

 

 

 

374,703

 

 

 

905

 

 

 

137

 

Optiscan Biomedical, Corp. (6)

 

 

Medical Devices & Equipment

 

Equity

 

Preferred Series B

 

 

61,855

 

 

 

3,000

 

 

 

393

 

 

 

 

Medical Devices & Equipment

 

Equity

 

Preferred Series C

 

 

19,273

 

 

 

655

 

 

 

111

 

 

 

 

Medical Devices & Equipment

 

Equity

 

Preferred Series D

 

 

551,038

 

 

 

5,257

 

 

 

3,524

 

 

 

 

Medical Devices & Equipment

 

Equity

 

Preferred Series E

 

 

311,989

 

 

 

2,609

 

 

 

2,771

 

Total Optiscan Biomedical, Corp.

 

 

 

 

 

 

944,155

 

 

 

11,521

 

 

 

6,799

 

Outset Medical, Inc. (p.k.a. Home Dialysis Plus, Inc.)

 

 

Medical Devices & Equipment

 

Equity

 

Preferred Series B

 

 

232,061

 

 

 

527

 

 

 

473

 

Quanterix Corporation (4)

 

 

Medical Devices & Equipment

 

Equity

 

Common Stock

 

 

84,778

 

 

 

1,000

 

 

 

1,553

 

Subtotal: Medical Devices & Equipment (1.19%)*

 

 

 

 

 

 

 

 

 

 

16,644

 

 

 

11,396

 

Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CapLinked, Inc.

 

 

Software

 

Equity

 

Preferred Series A-3

 

 

53,614

 

 

 

51

 

 

 

87

 

Docker, Inc.

 

 

Software

 

Equity

 

Common Stock

 

 

200,000

 

 

 

4,284

 

 

 

4,284

 

Druva, Inc.

 

 

Software

 

Equity

 

Preferred Series 2

 

 

458,841

 

 

 

1,000

 

 

 

1,972

 

 

 

 

Software

 

Equity

 

Preferred Series 3

 

 

93,620

 

 

 

300

 

 

 

433

 

Total Druva, Inc.

 

 

 

 

 

 

552,461

 

 

 

1,300

 

 

 

2,405

 

HighRoads, Inc.

 

 

Software

 

Equity

 

Common Stock

 

 

190

 

 

 

307

 

 

 

 

Palantir Technologies

 

 

Software

 

Equity

 

Preferred Series D

 

 

9,535

 

 

 

47

 

 

 

47

 

 

 

 

Software

 

Equity

 

Preferred Series E

 

 

1,749,089

 

 

 

10,489

 

 

 

8,662

 

 

 

 

Software

 

Equity

 

Preferred Series G

 

 

326,797

 

 

 

2,211

 

 

 

1,618

 

Total Palantir Technologies

 

 

 

 

 

 

2,085,421

 

 

 

12,747

 

 

 

10,327

 

Sprinklr, Inc.

 

 

Software

 

Equity

 

Common Stock

 

 

700,000

 

 

 

3,749

 

 

 

3,226

 

WildTangent, Inc.

 

 

Software

 

Equity

 

Preferred Series 3

 

 

100,000

 

 

 

402

 

 

 

176

 

Subtotal: Software (2.15%)*

 

 

 

 

 

 

 

 

 

 

22,840

 

 

 

20,505

 

 

See notes to consolidated financial statements

30


 

 

HERCULES CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2018

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

 

Sub-Industry

 

Type of

Investment(1)

 

Series

 

Shares

 

 

Cost(3)

 

 

Value(4)

 

Surgical Devices

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gynesonics, Inc. (15)

 

 

Surgical Devices

 

Equity

 

Preferred Series B

 

 

219,298

 

 

$

250

 

 

$

8

 

 

 

 

Surgical Devices

 

Equity

 

Preferred Series C

 

 

656,538

 

 

 

282

 

 

 

25

 

 

 

 

Surgical Devices

 

Equity

 

Preferred Series D

 

 

1,991,157

 

 

 

712

 

 

 

79

 

 

 

 

Surgical Devices

 

Equity

 

Preferred Series E

 

 

2,786,367

 

 

 

429

 

 

 

125

 

 

 

 

Surgical Devices

 

Equity

 

Preferred Series F

 

 

1,523,693

 

 

 

118

 

 

 

117

 

 

 

 

Surgical Devices

 

Equity

 

Preferred Series F-1

 

 

2,418,125

 

 

 

150

 

 

 

167

 

Total Gynesonics, Inc.

 

 

 

 

 

 

9,595,178

 

 

 

1,941

 

 

 

521

 

Transmedics, Inc.

 

 

Surgical Devices

 

Equity

 

Preferred Series B

 

 

88,961

 

 

 

1,100

 

 

 

356

 

 

 

 

Surgical Devices

 

Equity

 

Preferred Series C

 

 

119,999

 

 

 

300

 

 

 

479

 

 

 

 

Surgical Devices

 

Equity

 

Preferred Series D

 

 

260,000

 

 

 

650

 

 

 

1,040

 

 

 

 

Surgical Devices

 

Equity

 

Preferred Series F

 

 

100,200

 

 

 

500

 

 

 

401

 

Total Transmedics, Inc.

 

 

 

 

 

 

569,160

 

 

 

2,550

 

 

 

2,276

 

Subtotal: Surgical Devices (0.29%)*

 

 

 

 

 

 

 

 

 

 

4,491

 

 

 

2,797

 

Sustainable and Renewable Technology

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Flywheel Building Intelligence, Inc. (p.k.a. SCIEnergy, Inc.)

 

 

Sustainable and Renewable Technology

 

Equity

 

Common Stock

 

 

192

 

 

 

761

 

 

 

 

Modumetal, Inc.

 

 

Sustainable and Renewable Technology

 

Equity

 

Preferred Series C

 

 

3,107,520

 

 

 

500

 

 

 

40

 

Proterra, Inc.

 

 

Sustainable and Renewable Technology

 

Equity

 

Preferred Series 5

 

 

99,280

 

 

 

500

 

 

 

449

 

Solar Spectrum Holdings LLC (p.k.a. Sungevity, Inc.) (6)

 

 

Sustainable and Renewable Technology

 

Equity

 

Common Stock

 

 

380

 

 

 

61,502

 

 

 

3,115

 

Subtotal: Sustainable and Renewable Technology (0.38%)*

 

 

 

 

 

 

 

 

 

 

63,263

 

 

 

3,604

 

Total: Equity Investments (12.58%)*

 

 

 

 

 

 

 

 

 

 

191,883

 

 

 

120,212

 

 

See notes to consolidated financial statements

31


 

 

HERCULES CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2018

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

 

Sub-Industry

 

Type of

Investment(1)

 

Series

 

Shares

 

 

Cost(3)

 

 

Value(4)

 

Warrant Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Biotechnology Tools

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Labcyte, Inc.

 

 

Biotechnology Tools

 

Warrant

 

Preferred Series C

 

 

1,127,624

 

 

$

323

 

 

$

1,114

 

Subtotal: Biotechnology Tools (0.12%)*

 

 

 

 

 

 

 

 

 

 

323

 

 

 

1,114

 

Communications & Networking

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Peerless Network Holdings, Inc.

 

 

Communications & Networking

 

Warrant

 

Common Stock

 

 

3,328

 

 

 

 

 

 

10

 

Spring Mobile Solutions, Inc.

 

 

Communications & Networking

 

Warrant

 

Common Stock

 

 

2,834,375

 

 

 

418

 

 

 

 

Subtotal: Communications & Networking (0.00%)*

 

 

 

 

 

 

 

 

 

 

418

 

 

 

10

 

Consumer & Business Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gadget Guard (p.k.a Antenna79) (15)

 

 

Consumer & Business Products

 

Warrant

 

Common Stock

 

 

1,662,441

 

 

 

228

 

 

 

 

Intelligent Beauty, Inc.

 

 

Consumer & Business Products

 

Warrant

 

Preferred Series B

 

 

190,234

 

 

 

230

 

 

 

191

 

The Neat Company

 

 

Consumer & Business Products

 

Warrant

 

Preferred Series C-1

 

 

540,540

 

 

 

365

 

 

 

 

WHOOP, INC.

 

 

Consumer & Business Products

 

Warrant

 

Preferred Series C

 

 

68,627

 

 

 

18

 

 

 

5

 

Subtotal: Consumer & Business Products (0.02%)*

 

 

 

 

 

 

 

 

 

 

841

 

 

 

196

 

Drug Delivery

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agile Therapeutics, Inc. (4)

 

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

180,274

 

 

 

730

 

 

 

6

 

BioQ Pharma Incorporated

 

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

459,183

 

 

 

1

 

 

 

525

 

Dance Biopharm, Inc. (15)

 

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

110,882

 

 

 

74

 

 

 

 

Edge Therapeutics, Inc. (4)

 

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

78,595

 

 

 

390

 

 

 

3

 

Kaleo, Inc. (p.k.a. Intelliject, Inc.)

 

 

Drug Delivery

 

Warrant

 

Preferred Series B

 

 

82,500

 

 

 

593

 

 

 

1,923

 

Neos Therapeutics, Inc. (4)(15)

 

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

70,833

 

 

 

285

 

 

 

 

Pulmatrix Inc. (4)

 

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

25,150

 

 

 

116

 

 

 

 

ZP Opco, Inc. (p.k.a. Zosano Pharma) (4)

 

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

3,618

 

 

 

266

 

 

 

 

Subtotal: Drug Delivery (0.26%)*

 

 

 

 

 

 

 

 

 

 

2,455

 

 

 

2,457

 

 

See notes to consolidated financial statements

32


 

 

HERCULES CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2018

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

 

Sub-Industry

 

Type of

Investment(1)

 

Series

 

Shares

 

 

Cost(3)

 

 

Value(4)

 

Drug Discovery & Development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acacia Pharma Inc. (4)(10)

 

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

201,330

 

 

$

304

 

 

$

52

 

ADMA Biologics, Inc. (4)

 

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

89,750

 

 

 

295

 

 

 

5

 

Auris Medical Holding, AG (4)(5)(10)

 

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

15,672

 

 

 

249

 

 

 

 

Brickell Biotech, Inc.

 

 

Drug Discovery & Development

 

Warrant

 

Preferred Series C

 

 

26,086

 

 

 

119

 

 

 

48

 

Cerecor, Inc. (4)

 

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

22,328

 

 

 

70

 

 

 

8

 

Chroma Therapeutics, Ltd. (5)(10)

 

 

Drug Discovery & Development

 

Warrant

 

Preferred Series D

 

 

325,261

 

 

 

490

 

 

 

 

Concert Pharmaceuticals, Inc. (4)(10)(15)

 

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

132,069

 

 

 

545

 

 

 

289

 

CTI BioPharma Corp. (p.k.a. Cell Therapeutics, Inc.) (4)

 

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

29,239

 

 

 

165

 

 

 

 

CytRx Corporation (4)(15)

 

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

105,694

 

 

 

160

 

 

 

 

Dare Biosciences, Inc. (p.k.a. Cerulean Pharma, Inc.) (4)

 

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

17,190

 

 

 

369

 

 

 

 

Dicerna Pharmaceuticals, Inc. (4)

 

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

200

 

 

 

28

 

 

 

 

Evofem Biosciences, Inc. (p.k.a Neothetics, Inc.) (4)(15)

 

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

7,806

 

 

 

266

 

 

 

15

 

Fortress Biotech, Inc. (p.k.a. Coronado Biosciences, Inc.) (4)

 

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

73,009

 

 

 

142

 

 

 

 

Genocea Biosciences, Inc. (4)

 

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

403,136

 

 

 

431

 

 

 

40

 

Immune Pharmaceuticals (4)

 

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

10,742

 

 

 

164

 

 

 

 

Melinta Therapeutics (4)

 

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

40,545

 

 

 

626

 

 

 

 

Motif BioSciences Inc. (4)(5)(10)(15)

 

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

73,452

 

 

 

282

 

 

 

78

 

Myovant Sciences, Ltd. (4)(5)(10)

 

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

73,710

 

 

 

460

 

 

 

502

 

Neuralstem, Inc. (4)(15)

 

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

5,783

 

 

 

77

 

 

 

 

Ology Bioservices, Inc. (p.k.a. Nanotherapeutics, Inc.) (15)

 

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

171,389

 

 

 

838

 

 

 

 

Paratek Pharmaceuticals, Inc. (p.k.a. Transcept Pharmaceuticals, Inc.) (4)(10)(15)(16)

 

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

94,841

 

 

 

204

 

 

 

20

 

Savara Inc. (p.k.a. Mast Therapeutics, Inc.) (4)(15)

 

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

32,467

 

 

 

203

 

 

 

52

 

Sorrento Therapeutics, Inc. (4)(10)

 

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

306,748

 

 

 

889

 

 

 

192

 

Stealth Bio Therapeutics Corp. (5)(10)

 

 

Drug Discovery & Development

 

Warrant

 

Preferred Series A

 

 

216,666

 

 

 

158

 

 

 

55

 

Tricida, Inc. (4)(15)

 

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

106,916

 

 

 

863

 

 

 

1,268

 

uniQure B.V. (4)(5)(10)

 

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

37,174

 

 

 

218

 

 

 

468

 

X4 Pharmaceuticals, Inc.

 

 

Drug Discovery & Development

 

Warrant

 

Preferred Series B

 

 

210,638

 

 

 

270

 

 

 

206

 

XOMA Corporation (4)(10)(15)

 

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

9,063

 

 

 

279

 

 

 

2

 

Subtotal: Drug Discovery & Development (0.35%)*

 

 

 

 

 

 

 

 

 

 

9,164

 

 

 

3,300

 

Electronics & Computer Hardware

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

908 DEVICES INC. (15)

 

 

Electronics & Computer Hardware

 

Warrant

 

Preferred Series D

 

 

79,856

 

 

 

101

 

 

 

28

 

Subtotal: Electronics & Computer Hardware (0.00%)*

 

 

 

 

 

 

 

 

 

 

101

 

 

 

28

 

Healthcare Services, Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chromadex Corporation (4)

 

 

Healthcare Services, Other

 

Warrant

 

Common Stock

 

 

139,673

 

 

 

157

 

 

 

102

 

Subtotal: Healthcare Services, Other (0.01%)*

 

 

 

 

 

 

 

 

 

 

157

 

 

 

102

 

Information Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INMOBI Inc. (5)(10)

 

 

Information Services

 

Warrant

 

Common Stock

 

 

65,587

 

 

 

82

 

 

 

 

MDX Medical, Inc. (15)

 

 

Information Services

 

Warrant

 

Common Stock

 

 

2,812,500

 

 

 

283

 

 

 

144

 

Netbase Solutions, Inc.

 

 

Information Services

 

Warrant

 

Preferred Series 1

 

 

60,000

 

 

 

356

 

 

 

378

 

RichRelevance, Inc.

 

 

Information Services

 

Warrant

 

Preferred Series E

 

 

112,612

 

 

 

98

 

 

 

 

Subtotal: Information Services (0.05%)*

 

 

 

 

 

 

 

 

 

 

819

 

 

 

522

 

 

See notes to consolidated financial statements

33


 

 

HERCULES CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2018

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

 

Sub-Industry

 

Type of

Investment(1)

 

Series

 

Shares

 

 

Cost(3)

 

 

Value(4)

 

Internet Consumer & Business Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aria Systems, Inc.

 

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series G

 

 

231,535

 

 

$

73

 

 

$

 

Art.com, Inc. (15)

 

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series B

 

 

311,005

 

 

 

66

 

 

 

 

Blurb, Inc. (15)

 

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series C

 

 

234,280

 

 

 

636

 

 

 

13

 

ClearObject, Inc. (p.k.a. CloudOne, Inc.)

 

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series E

 

 

968,992

 

 

 

19

 

 

 

27

 

Cloudpay, Inc. (5)(10)

 

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series B

 

 

4,960

 

 

 

45

 

 

 

11

 

Contentful, Inc. (5)(10)

 

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series C

 

 

82

 

 

 

1

 

 

 

41

 

Fastly, Inc.

 

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series F

 

 

152,195

 

 

 

71

 

 

 

72

 

First Insight, Inc. (15)

 

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series B

 

 

56,938

 

 

 

70

 

 

 

55

 

Intent Media, Inc.

 

 

Internet Consumer & Business Services

 

Warrant

 

Common Stock

 

 

140,077

 

 

 

168

 

 

 

168

 

Interactions Corporation

 

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series G-3

 

 

68,187

 

 

 

204

 

 

 

401

 

Just Fabulous, Inc.

 

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series B

 

 

206,184

 

 

 

1,101

 

 

 

1,877

 

Lightspeed POS, Inc. (5)(10)

 

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series C

 

 

245,610

 

 

 

20

 

 

 

165

 

LogicSource

 

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series C

 

 

79,625

 

 

 

30

 

 

 

26

 

Oportun (p.k.a. Progress Financial)

 

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series G

 

 

174,562

 

 

 

78

 

 

 

247

 

Postmates, Inc.

 

 

Internet Consumer & Business Services

 

Warrant

 

Common Stock

 

 

189,865

 

 

 

317

 

 

 

239

 

RumbleON, Inc. (4)

 

 

Internet Consumer & Business Services

 

Warrant

 

Common Stock

 

 

102,768

 

 

 

87

 

 

 

89

 

ShareThis, Inc.

 

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series C

 

 

493,502

 

 

 

547

 

 

 

 

Snagajob.com, Inc.

 

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series A

 

 

1,800,000

 

 

 

782

 

 

 

121

 

 

 

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series B

 

 

173,076

 

 

 

8

 

 

 

7

 

Total Snagajob.com, Inc.

 

 

 

 

 

 

1,973,076

 

 

 

790

 

 

 

128

 

Tapjoy, Inc.

 

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series D

 

 

748,670

 

 

 

316

 

 

 

12

 

The Faction Group LLC

 

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series A

 

 

8,703

 

 

 

234

 

 

 

260

 

Thumbtack, Inc.

 

 

Internet Consumer & Business Services

 

Warrant

 

Common Stock

 

 

102,821

 

 

 

124

 

 

 

102

 

Xometry, Inc.

 

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series B

 

 

87,784

 

 

 

47

 

 

 

63

 

Subtotal: Internet Consumer & Business Services (0.42%)*

 

 

 

 

 

 

 

 

 

 

5,044

 

 

 

3,996

 

Media/Content/Info

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Machine Zone, Inc.

 

 

Media/Content/Info

 

Warrant

 

Common Stock

 

 

1,552,710

 

 

 

1,960

 

 

 

2,361

 

Napster (p.k.a. Rhapsody International, Inc.)

 

 

Media/Content/Info

 

Warrant

 

Common Stock

 

 

715,755

 

 

 

383

 

 

 

38

 

WP Technology, Inc. (Wattpad, Inc.) (5)(10)

 

 

Media/Content/Info

 

Warrant

 

Common Stock

 

 

255,818

 

 

 

4

 

 

 

5

 

Zoom Media Group, Inc.

 

 

Media/Content/Info

 

Warrant

 

Preferred Series A

 

 

1,204

 

 

 

348

 

 

 

22

 

Subtotal: Media/Content/Info (0.25%)*

 

 

 

 

 

 

 

 

 

 

2,695

 

 

 

2,426

 

Medical Devices & Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SINTX Technologies, Inc. (p.k.a. Amedica Corporation) (4)(15)

 

 

Medical Devices & Equipment

 

Warrant

 

Common Stock

 

 

8,603

 

 

 

459

 

 

 

 

Aspire Bariatrics, Inc. (15)

 

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series B-1

 

 

112,858

 

 

 

455

 

 

 

 

Avedro, Inc. (15)

 

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series AA

 

 

300,000

 

 

 

401

 

 

 

367

 

Flowonix Medical Incorporated

 

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series AA

 

 

155,325

 

 

 

362

 

 

 

 

 

 

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series BB

 

 

725,806

 

 

 

351

 

 

 

351

 

Total Flowonix Medical Incorporated

 

 

 

 

 

 

881,131

 

 

 

713

 

 

 

351

 

Gelesis, Inc.

 

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series A-1

 

 

74,784

 

 

 

78

 

 

 

158

 

InspireMD, Inc. (4)(5)(10)

 

 

Medical Devices & Equipment

 

Warrant

 

Common Stock

 

 

1,105

 

 

 

 

 

 

 

Intuity Medical, Inc. (15)

 

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series 4

 

 

1,819,078

 

 

 

294

 

 

 

508

 

Medrobotics Corporation (15)

 

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series E

 

 

455,539

 

 

 

370

 

 

 

25

 

Micell Technologies, Inc.

 

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series D-2

 

 

84,955

 

 

 

262

 

 

 

 

NinePoint Medical, Inc.

 

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series A-1

 

 

587,840

 

 

 

170

 

 

 

90

 

Optiscan Biomedical, Corp. (6)

 

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series E

 

 

74,424

 

 

 

573

 

 

 

178

 

Outset Medical, Inc. (p.k.a. Home Dialysis Plus, Inc.)

 

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series A

 

 

500,000

 

 

 

402

 

 

 

184

 

Quanterix Corporation (4)

 

 

Medical Devices & Equipment

 

Warrant

 

Common Stock

 

 

66,039

 

 

 

204

 

 

 

394

 

Sebacia, Inc.

 

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series D

 

 

778,301

 

 

 

133

 

 

 

186

 

SonaCare Medical, LLC (p.k.a. US HIFU, LLC)

 

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series A

 

 

6,464

 

 

 

188

 

 

 

 

Tela Bio, Inc.

 

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series B

 

 

387,930

 

 

 

61

 

 

 

55

 

ViewRay, Inc. (4)(15)

 

 

Medical Devices & Equipment

 

Warrant

 

Common Stock

 

 

128,231

 

 

 

333

 

 

 

176

 

Subtotal: Medical Devices & Equipment (0.28%)*

 

 

 

 

 

 

 

 

 

 

5,096

 

 

 

2,672

 

Semiconductors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Achronix Semiconductor Corporation

 

 

Semiconductors

 

Warrant

 

Preferred Series C

 

 

360,000

 

 

 

160

 

 

 

354

 

 

 

 

Semiconductors

 

Warrant

 

Preferred Series D-2

 

 

750,000

 

 

 

99

 

 

 

543

 

Total Achronix Semiconductor Corporation

 

 

 

 

 

 

1,110,000

 

 

 

259

 

 

 

897

 

Aquantia Corp. (4)

 

 

Semiconductors

 

Warrant

 

Common Stock

 

 

19,683

 

 

 

4

 

 

 

2

 

Subtotal: Semiconductors (0.09%)*

 

 

 

 

 

 

 

 

 

 

263

 

 

 

899

 

 

See notes to consolidated financial statements

34


 

 

HERCULES CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2018

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

 

Sub-Industry

 

Type of

Investment(1)

 

Series

 

Shares

 

 

Cost(3)

 

 

Value(4)

 

Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actifio, Inc.

 

 

Software

 

Warrant

 

Common Stock

 

 

73,584

 

 

$

249

 

 

$

77

 

 

 

 

Software

 

Warrant

 

Preferred Series F

 

 

31,673

 

 

 

343

 

 

 

90

 

Total Actifio, Inc.

 

 

 

 

 

 

105,257

 

 

 

592

 

 

 

167

 

CareCloud Corporation (15)

 

 

Software

 

Warrant

 

Preferred Series B

 

 

413,433

 

 

 

257

 

 

 

25

 

Clickfox, Inc. (15)

 

 

Software

 

Warrant

 

Preferred Series B

 

 

539,818

 

 

 

167

 

 

 

5

 

 

 

 

Software

 

Warrant

 

Preferred Series C

 

 

592,019

 

 

 

730

 

 

 

9

 

 

 

 

Software

 

Warrant

 

Preferred Series C-A

 

 

2,218,214

 

 

 

231

 

 

 

133

 

Total Clickfox, Inc.

 

 

 

 

 

 

3,350,051

 

 

 

1,128

 

 

 

147

 

Cloudian, Inc.

 

 

Software

 

Warrant

 

Common Stock

 

 

477,454

 

 

 

72

 

 

 

57

 

DNAnexus, Inc.

 

 

Software

 

Warrant

 

Preferred Series C

 

 

909,091

 

 

 

97

 

 

 

126

 

Evernote Corporation

 

 

Software

 

Warrant

 

Common Stock

 

 

62,500

 

 

 

106

 

 

 

100

 

Fuze, Inc. (15)(16)

 

 

Software

 

Warrant

 

Preferred Series F

 

 

256,158

 

 

 

89

 

 

 

 

Lightbend, Inc. (15)

 

 

Software

 

Warrant

 

Preferred Series C-1

 

 

712,323

 

 

 

109

 

 

 

49

 

Message Systems, Inc. (15)

 

 

Software

 

Warrant

 

Preferred Series C

 

 

503,718

 

 

 

334

 

 

 

499

 

Neos, Inc.

 

 

Software

 

Warrant

 

Common Stock

 

 

221,150

 

 

 

22

 

 

 

 

OneLogin, Inc. (15)

 

 

Software

 

Warrant

 

Common Stock

 

 

381,620

 

 

 

304

 

 

 

401

 

Poplicus, Inc.

 

 

Software

 

Warrant

 

Common Stock

 

 

132,168

 

 

 

 

 

 

 

Quid, Inc. (15)

 

 

Software

 

Warrant

 

Preferred Series D

 

 

71,576

 

 

 

1

 

 

 

3

 

RapidMiner, Inc.

 

 

Software

 

Warrant

 

Preferred Series C-1

 

 

4,982

 

 

 

24

 

 

 

17

 

RedSeal Inc. (15)

 

 

Software

 

Warrant

 

Preferred Series C-Prime

 

 

640,603

 

 

 

66

 

 

 

28

 

Signpost, Inc.

 

 

Software

 

Warrant

 

Preferred Series C

 

 

324,005

 

 

 

314

 

 

 

187

 

ThreatConnect, Inc. (15)

 

 

Software

 

Warrant

 

Preferred Series B

 

 

134,086

 

 

 

26

 

 

 

25

 

Wrike, Inc.

 

 

Software

 

Warrant

 

Common Stock

 

 

698,760

 

 

 

461

 

 

 

6,024

 

Subtotal: Software (0.82%)*

 

 

 

 

 

 

 

 

 

 

4,002

 

 

 

7,855

 

Specialty Pharmaceuticals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alimera Sciences, Inc. (4)

 

 

Specialty Pharmaceuticals

 

Warrant

 

Common Stock

 

 

1,717,709

 

 

 

861

 

 

 

24

 

Subtotal: Specialty Pharmaceuticals (0.00%)*

 

 

 

 

 

 

 

 

 

 

861

 

 

 

24

 

Surgical Devices

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gynesonics, Inc. (15)

 

 

Surgical Devices

 

Warrant

 

Preferred Series C

 

 

180,480

 

 

 

74

 

 

 

4

 

 

 

 

Surgical Devices

 

Warrant

 

Preferred Series D

 

 

1,575,965

 

 

 

321

 

 

 

24

 

Total Gynesonics, Inc.

 

 

 

 

 

 

1,756,445

 

 

 

395

 

 

 

28

 

Transmedics, Inc.

 

 

Surgical Devices

 

Warrant

 

Preferred Series D

 

 

175,000

 

 

 

100

 

 

 

263

 

 

 

 

Surgical Devices

 

Warrant

 

Preferred Series F

 

 

50,544

 

 

 

38

 

 

 

 

Total Transmedics, Inc.

 

 

 

 

 

 

225,544

 

 

 

138

 

 

 

263

 

Subtotal: Surgical Devices (0.03%)*

 

 

 

 

 

 

 

 

 

 

533

 

 

 

291

 

 


See notes to consolidated financial statements

35


 

 

HERCULES CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2018

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

 

Sub-Industry

 

Type of

Investment(1)

 

Series

 

Shares

 

 

Cost(3)

 

 

Value(4)

 

Sustainable and Renewable Technology

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agrivida, Inc.

 

 

Sustainable and Renewable Technology

 

Warrant

 

Preferred Series D

 

 

471,327

 

 

$

120

 

 

$

 

American Superconductor Corporation (4)

 

 

Sustainable and Renewable Technology

 

Warrant

 

Common Stock

 

 

58,823

 

 

 

39

 

 

 

208

 

Calera, Inc.

 

 

Sustainable and Renewable Technology

 

Warrant

 

Preferred Series C

 

 

44,529

 

 

 

513

 

 

 

 

Fluidic, Inc.

 

 

Sustainable and Renewable Technology

 

Warrant

 

Preferred Series D

 

 

61,804

 

 

 

102

 

 

 

 

Flywheel Building Intelligence, Inc. (p.k.a. SCIEnergy, Inc.)

 

 

Sustainable and Renewable Technology

 

Warrant

 

Common Stock

 

 

5,310

 

 

 

181

 

 

 

 

 

 

 

Sustainable and Renewable Technology

 

Warrant

 

Preferred Series 2-A

 

 

63

 

 

 

50

 

 

 

 

Total Flywheel Building Intelligence, Inc. (p.k.a. SCIEnergy, Inc.)

 

 

 

 

 

 

5,373

 

 

 

231

 

 

 

 

Fulcrum Bioenergy, Inc.

 

 

Sustainable and Renewable Technology

 

Warrant

 

Preferred Series C-1

 

 

280,897

 

 

 

274

 

 

 

365

 

GreatPoint Energy, Inc. (15)

 

 

Sustainable and Renewable Technology

 

Warrant

 

Preferred Series D-1

 

 

393,212

 

 

 

547

 

 

 

 

Kinestral Technologies, Inc.

 

 

Sustainable and Renewable Technology

 

Warrant

 

Preferred Series A

 

 

325,000

 

 

 

155

 

 

 

45

 

 

 

 

Sustainable and Renewable Technology

 

Warrant

 

Preferred Series B

 

 

131,883

 

 

 

63

 

 

 

13

 

Total Kinestral Technologies, Inc.

 

 

 

 

 

 

456,883

 

 

 

218

 

 

 

58

 

Polyera Corporation (15)

 

 

Sustainable and Renewable Technology

 

Warrant

 

Preferred Series C

 

 

311,609

 

 

 

338

 

 

 

 

Proterra, Inc.

 

 

Sustainable and Renewable Technology

 

Warrant

 

Preferred Series 4

 

 

477,517

 

 

 

41

 

 

 

138

 

Rive Technology, Inc. (15)

 

 

Sustainable and Renewable Technology

 

Warrant

 

Preferred Series E

 

 

234,477

 

 

 

13

 

 

 

8

 

Solar Spectrum Holdings LLC (p.k.a. Sungevity, Inc.) (6)

 

 

Sustainable and Renewable Technology

 

Warrant

 

Class A Units

 

 

0.69

 

 

 

 

 

 

 

TAS Energy, Inc.

 

 

Sustainable and Renewable Technology

 

Warrant

 

Preferred Series AA

 

 

428,571

 

 

 

299

 

 

 

 

Tendril Networks

 

 

Sustainable and Renewable Technology

 

Warrant

 

Preferred Series 3-A

 

 

1,019,793

 

 

 

189

 

 

 

 

Subtotal: Sustainable and Renewable Technology (0.08%)*

 

 

 

 

 

 

 

 

 

 

2,924

 

 

 

777

 

Total: Warrant Investments (2.79%)*

 

 

 

 

 

 

 

 

 

 

35,696

 

 

 

26,669

 

Total Investments in Securities (196.81%)*

 

 

 

 

 

 

 

 

 

$

1,980,524

 

 

$

1,880,373

 

 

*

Value as a percent of net assets

(1)

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

(2)

Interest rate PRIME represents 5.50% at December 31, 2018. Daily LIBOR, 1-month LIBOR, 3-month LIBOR and 12-month LIBOR represent 2.39%, 2.52%, 2.80% and 3.01%, respectively, at December 31, 2018.

(3)

Gross unrealized appreciation, gross unrealized depreciation, and net unrealized depreciation for federal income tax purposes totaled $39.6 million, $158.7 million and $119.1 million, respectively. The tax cost of investments is $2.0 billion.

(4)

Except for warrants in 37 publicly traded companies and common stock in 21 publicly traded companies, all investments are restricted at December 31, 2018 and were valued at fair value using Level 3 significant unobservable inputs 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.

(5)

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

(6)

Affiliate investment as defined under the 1940 Act in which Hercules owns at least 5% but generally less than 25% of the company’s voting securities.

(7)

Control investment as defined under the 1940 Act in which Hercules owns at least 25% of the company’s voting securities or has greater than 50% representation on its board.

(8)

Debt is on non-accrual status at December 31, 2018, and is therefore considered non-income producing. Note that at December 31, 2018, only the $11.0 million PIK loan is on non-accrual for the Company’s debt investment in Tectura Corporation.

(9)

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

(10)

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

(11)

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

(12)

Denotes that all or a portion of the debt investment is pledged as collateral under the Wells Facility (as defined in Note 4).

(13)

Denotes that all or a portion of the debt investment is pledged as collateral under the Union Bank Facility (as defined in Note 4).

(14)

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

(15)

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

(16)

Denotes that the fair value of the Company’s total investments in this portfolio company represent greater than 5% of the Company’s total assets at December 31, 2018.

(17)

Denotes that there is an unfunded contractual commitment available at the request of this portfolio company at December 31, 2018. Refer to Note 10.

(18)

Denotes unitranche debt with first lien “last-out” senior secured position and security interest in all assets of the portfolio company whereby the “last-out” portion will be subordinated to the “first-out” portion in a liquidation, sale or other disposition.

(19)

Denotes second lien senior secured debt.

 

 

 

See notes to consolidated financial statements

36


 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

1. Description of Business and Basis of Presentation

Hercules Capital, Inc. (the “Company”) is a specialty finance company focused on providing senior secured loans to high-growth, innovative venture capital-backed companies in a variety of technology, life sciences, and sustainable and renewable technology industries. The Company sources its investments through its principal office located in Palo Alto, CA, as well as through its additional offices in Boston, MA, New York, NY, Bethesda, MD, Hartford, CT, Westport, CT, Chicago, IL, and San Diego, CA. The Company was incorporated under the General Corporation Law of the State of Maryland in December 2003.

 

The Company is an internally managed, non-diversified closed-end investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). From incorporation through December 31, 2005, the Company was subject to tax as a corporation under Subchapter C of the Internal Revenue Code of 1986, as amended (the “Code”). Effective January 1, 2006, the Company elected to be treated for tax purposes as a regulated investment company, or RIC, under Subchapter M of the Code (see Note 5). As an investment company, the Company follows accounting and reporting guidance as set forth in Topic 946 (“Financial Services – Investment Companies”) of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification, as amended (“ASC”).

 

Hercules Technology II, L.P. (“HT II”), Hercules Technology III, L.P. (“HT III”), and Hercules Technology IV, L.P. (“HT IV”), are Delaware limited partnerships that were formed in January 2005, September 2009 and December 2010, respectively. HT II and HT III were licensed to operate as small business investment companies (“SBICs”) under the authority of the Small Business Administration (“SBA”) on September 27, 2006 and May 26, 2010, respectively. On July 13, 2018, the Company completed repayment of the remaining outstanding HT II debentures and subsequently surrendered the SBA license with respect to HT II.

 

As an SBIC, HT III 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. HT IV was formed in anticipation of receiving an additional SBIC license; however, the Company has not received such license, and HT IV currently has no material assets or liabilities. The Company also formed Hercules Technology SBIC Management, LLC (“HTM”), a limited liability company, in November 2003. HTM is a wholly owned subsidiary of the Company and serves as the limited partner and general partner of HT II and HT III (see Note 4 to the Company’s consolidated financial statements).

 

The Company also established wholly owned subsidiaries, all of which are structured as Delaware corporations or limited liability companies, to hold portfolio companies organized as limited liability companies, or LLCs (or other forms of pass-through entities). These subsidiaries are consolidated for financial reporting purposes and in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), and the portfolio investments held by these subsidiaries are included in the Company’s consolidated financial statements and recorded at fair value. These taxable subsidiaries are not consolidated with Hercules for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities as a result of their ownership of certain portfolio investments.

 

The consolidated financial statements include the accounts of the Company, its subsidiaries and its consolidated securitization VIE. All significant inter-company accounts and transactions have been eliminated in consolidation. As provided under Regulation S-X and ASC 946, the Company will not consolidate its investment in a portfolio company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Rather, an investment company’s interest in portfolio companies that are not investment companies should be measured at fair value in accordance with ASC Topic 946.

 

The accompanying consolidated interim financial statements have been prepared in conformity with U.S. GAAP for interim financial information, and pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments consisting solely of normal recurring accruals considered necessary for the fair presentation of consolidated financial statements for the interim periods have been included. The current period’s results of operations are not necessarily indicative of results that ultimately may be achieved for the full fiscal 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, 2018. The year-end Consolidated Statement of Assets and Liabilities data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP.

 

37


 

 

Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

 

2. Summary of Significant Accounting Policies

Principles of Consolidation

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

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

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

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

As of the date of this report, the VIEs consolidated by the Company are its securitization VIEs formed in conjunction with the issuance of the 2027 Asset-Backed Notes and the 2028 Asset-Backed Notes (as defined herein). See “Note 4 – Borrowings”.

Valuation of Investments

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

At June 30, 2019, approximately 97.4% of the Company’s total assets represented investments in portfolio companies whose fair value is determined in good faith by the Board of Directors. Value, as defined in Section 2(a)(41) of the 1940 Act, is (i) the market price for those securities for which a market quotation is readily available and (ii) for all other securities and assets, fair value is as determined in good faith by the Board of Directors. The Company’s investments are carried at fair value in accordance with the 1940 Act and ASC Topic 946 and measured in accordance with ASC Topic 820 (“Fair Value Measurements”). The Company’s debt securities are primarily invested in venture capital-backed companies in technology-related industries including technology, drug discovery and development, biotechnology, life sciences, healthcare, and sustainable and renewable technology at all stages of development. Given the nature of lending to these types of businesses, substantially all of the Company’s investments in these portfolio companies are considered Level 3 assets under ASC Topic 820 because there is no known or accessible market or market indexes for these investment securities to be traded or exchanged. As such, the Company values substantially all of its investments at fair value as determined in good faith pursuant to a consistent valuation policy by the Board of Directors in accordance with the provisions of ASC Topic 820 and the 1940 Act. Due to the inherent uncertainty in determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments determined in good faith by its Board of Directors may differ significantly from the value that would have been used had a readily available market existed for such investments, and the differences could be material.

The Company may from time to time engage an independent valuation firm to provide the Company with valuation assistance with respect to certain portfolio investments. The Company engages independent valuation firms on a discretionary basis. Specifically, on a quarterly basis, the Company will identify portfolio investments with respect to which an independent valuation firm will assist in valuing. The Company selects these portfolio investments based on a number of factors, including, but not limited to, the potential for material fluctuations in valuation results, size, credit quality and the time lapse since the last valuation of the portfolio investment by an independent valuation firm.

38


 

 

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

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

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

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

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

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

ASC Topic 820 establishes a framework for measuring the fair value of assets and liabilities and outlines a fair value hierarchy which prioritizes the inputs used to measure fair value and the effect of fair value measures on earnings. ASC Topic 820 also requires disclosure for fair value measurements based on the level within the hierarchy of the information used in the valuation. ASC Topic 820 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

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

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

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

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

39


 

 

Investments measured at fair value on a recurring basis are categorized in the tables below based upon the lowest level of significant input to the valuations as of June 30, 2019 and as of December 31, 2018. The Company transfers investments in and out of Level 1, 2 and 3 as of the beginning of the period, based on changes in the use of observable and unobservable inputs utilized to perform the valuation for the period. During the six months ended June 30, 2019, transfers out of Level 2 and into Level 1 due to exercise of public warrants into public equity included Uniqure B.V. ($468,000), Concert Pharmaceuticals, Inc. ($139,000), Savara Inc. ($50,000), and American Superconductor Corporation ($272,000). There were no other transfers between Levels 1 or 2.

 

(in thousands)

 

Balance

June 30,

 

 

Quoted Prices In

Active Markets For

Identical Assets

 

 

Significant

Other Observable

Inputs

 

 

Significant

Unobservable

Inputs

 

Description

 

2019

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Senior Secured Debt

 

$

2,046,803

 

 

$

 

 

$

 

 

$

2,046,803

 

Unsecured Debt

 

 

14,754

 

 

 

 

 

 

 

 

 

14,754

 

Preferred Stock

 

 

69,064

 

 

 

 

 

 

 

 

 

69,064

 

Common Stock

 

 

95,874

 

 

 

58,179

 

 

 

 

 

 

37,695

 

Warrants

 

 

25,504

 

 

 

 

 

 

9,632

 

 

 

15,872

 

Escrow Receivable

 

 

91

 

 

 

 

 

 

 

 

 

91

 

Total

 

$

2,252,090

 

 

$

58,179

 

 

$

9,632

 

 

$

2,184,279

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

Balance

December 31,

 

 

Quoted Prices In

Active Markets For

Identical Assets

 

 

Significant

Other Observable

Inputs

 

 

Significant

Unobservable

Inputs

 

Description

 

2018

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Senior Secured Debt

 

$

1,719,091

 

 

$

 

 

$

 

 

$

1,719,091

 

Unsecured Debt

 

 

14,401

 

 

 

 

 

 

 

 

 

14,401

 

Preferred Stock

 

 

68,625

 

 

 

 

 

 

 

 

 

68,625

 

Common Stock

 

 

51,587

 

 

 

27,346

 

 

 

 

 

 

24,241

 

Warrants

 

 

26,669

 

 

 

 

 

 

3,996

 

 

 

22,673

 

Escrow Receivable

 

 

970

 

 

 

 

 

 

 

 

 

970

 

Total

 

$

1,881,343

 

 

$

27,346

 

 

$

3,996

 

 

$

1,850,001

 

 


40


 

 

The table below presents a reconciliation for all financial assets and liabilities measured at fair value on a recurring basis, excluding accrued interest components, using significant unobservable inputs (Level 3) for the six months ended June 30, 2019 and the year ended December 31, 2018.

 

(in thousands)

 

Balance

January 1, 2019

 

 

Net Realized

Gains (Losses) (1)

 

 

Net Change in

Unrealized

Appreciation

(Depreciation) (2)

 

 

Purchases (5)

 

 

Sales

 

 

Repayments (6)

 

 

Gross

Transfers

into

Level 3 (3)

 

 

Gross

Transfers

out of

Level 3 (3)

 

 

Balance

June 30, 2019

 

Senior Debt

 

$

1,719,091

 

 

$

(2,487

)

 

$

3,469

 

 

$

598,679

 

 

$

 

 

$

(271,949

)

 

$

 

 

$

 

 

$

2,046,803

 

Unsecured Debt

 

 

14,401

 

 

 

 

 

 

329

 

 

 

24

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,754

 

Preferred Stock

 

 

68,625

 

 

 

(1,146

)

 

 

10,560

 

 

 

4,638

 

 

 

(16

)

 

 

 

 

 

 

 

 

(13,597

)

 

 

69,064

 

Common Stock

 

 

24,241

 

 

 

 

 

 

8,360

 

 

 

5,094

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

37,695

 

Warrants

 

 

22,673

 

 

 

6,560

 

 

 

(5,401

)

 

 

2,274

 

 

 

(8,981

)

 

 

 

 

 

 

 

 

(1,253

)

 

 

15,872

 

Escrow Receivable

 

 

970

 

 

 

(875

)

 

 

 

 

 

27

 

 

 

(31

)

 

 

 

 

 

 

 

 

 

 

 

91

 

Total

 

$

1,850,001

 

 

$

2,052

 

 

$

17,317

 

 

$

610,736

 

 

$

(9,028

)

 

$

(271,949

)

 

$

 

 

$

(14,850

)

 

$

2,184,279

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

Balance

January 1, 2018

 

 

Net Realized

Gains (Losses) (1)

 

 

Net Change in

Unrealized

Appreciation

(Depreciation) (2)

 

 

Purchases (5)

 

 

Sales

 

 

Repayments (6)

 

 

Gross

Transfers

into

Level 3 (4)

 

 

Gross

Transfers

out of

Level 3 (4)

 

 

Balance

December 31, 2018

 

Senior Debt

 

$

1,415,984

 

 

$

(14,066

)

 

$

4,947

 

 

$

896,831

 

 

$

 

 

$

(584,605

)

 

$

 

 

$

 

 

$

1,719,091

 

Unsecured Debt

 

 

 

 

 

 

 

 

(328

)

 

 

20,583

 

 

 

 

 

 

(5,671

)

 

 

 

 

 

(183

)

 

 

14,401

 

Preferred Stock

 

 

40,683

 

 

 

2,540

 

 

 

(11,068

)

 

 

39,993

 

 

 

(3,706

)

 

 

 

 

 

183

 

 

 

 

 

 

68,625

 

Common Stock

 

 

25,853

 

 

 

(3,299

)

 

 

(7,583

)

 

 

17,950

 

 

 

(301

)

 

 

 

 

 

 

 

 

(8,379

)

 

 

24,241

 

Warrants

 

 

31,205

 

 

 

(982

)

 

 

(2,982

)

 

 

2,050

 

 

 

(6,402

)

 

 

 

 

 

 

 

 

(216

)

 

 

22,673

 

Escrow Receivable

 

 

752

 

 

 

1

 

 

 

(143

)

 

 

892

 

 

 

(532

)

 

 

 

 

 

 

 

 

 

 

 

970

 

Total

 

$

1,514,477

 

 

$

(15,806

)

 

$

(17,157

)

 

$

978,299

 

 

$

(10,941

)

 

$

(590,276

)

 

$

183

 

 

$

(8,778

)

 

$

1,850,001

 

 

(1)

Included in net realized gains or losses in the accompanying Consolidated Statement of Operations.

(2)

Included in net change in unrealized appreciation (depreciation) in the accompanying Consolidated Statement of Operations.

(3)

Transfers out of Level 3 during the six months ended June 30, 2019 relate to the initial public offerings of Lightspeed POS, Inc., Lyft, Inc., Avedro, Inc., Stealth Bio Therapeutics Corp., X4 Pharmaceuticals, Inc., BridgeBio Pharma LLC, Pinterest, Inc., TransMedics Group, Inc., and Fastly, Inc.

(4)

Transfers out of Level 3 during the year ended December 31, 2018 relate to the initial public offerings of DocuSign, Inc. and Tricida, Inc. and the conversion of our debt investment in Gynesonics, Inc. to preferred stock. Transfers into Level 3 for the year ended December 31, 2018 relate to the conversion of our debt investment in Gynesonics, Inc. to preferred stock.

(5)

Amounts listed above are inclusive of loan origination fees received at the inception of the loan which are deferred and amortized into fee income as well as the accretion of existing loan discounts and fees during the period. Escrow receivable purchases may include additions due to proceeds held in escrow from the liquidation of level 3 investments.

(6)

Amounts listed above include the acceleration and payment of loan discounts and loan fees due to early payoffs or restructures along with regularly scheduled amortization.

For the six months ended June 30, 2019, approximately $9.6 million and $8.4 million in net unrealized appreciation was recorded for preferred stock and common stock Level 3 investments, respectively, relating to assets still held at the reporting date. For the same period, approximately $200,000 and $1.3 million in net unrealized appreciation was recorded for debt and warrant Level 3 investments, respectively, relating to assets still held at the reporting date.

For the year ended December 31, 2018, approximately $10.5 million and $10.9 million in net unrealized depreciation was recorded for preferred stock and common stock Level 3 investments, respectively, relating to assets still held at the reporting date. For the same period, approximately $14.5 million and $294,000 in net unrealized depreciation was recorded for debt and warrant Level 3 investments, respectively, relating to assets still held at the reporting date.

41


 

 

The following tables provide quantitative information about the Company’s Level 3 fair value measurements as of June 30, 2019 and December 31, 2018. In addition to the techniques and inputs noted in the tables below, according to the Company’s valuation policy the Company may also use other valuation techniques and methodologies when determining the Company’s fair value measurements. The tables below are not intended to be all-inclusive, but rather provide information on the significant Level 3 inputs as they relate to the Company’s fair value measurements.

The significant unobservable input used in the fair value measurement of the Company’s escrow receivables is the amount recoverable at the contractual maturity date of the escrow receivable.

 

Investment Type - Level

Three Debt Investments

 

Fair Value at

June 30, 2019

(in thousands)

 

 

Valuation

Techniques/Methodologies

 

Unobservable Input (1)

 

Range

 

Weighted

Average (2)

 

Pharmaceuticals

 

$

64,128

 

 

Originated Within 4-6 Months

 

Origination Yield

 

11.09% - 13.79%

 

12.72%

 

 

 

 

567,117

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

9.32% - 15.93%

 

12.11%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

(0.25%) - 0.50%

 

 

 

 

 

 

 

6,317

 

 

Liquidation (3)

 

Probability weighting of alternative outcomes

 

40.00% - 60.00%

 

 

 

 

Technology

 

 

84,199

 

 

Originated Within 4-6 Months

 

Origination Yield

 

11.14% - 15.66%

 

13.24%

 

 

 

 

673,623

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

10.96% - 19.72%

 

12.48%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

0.00% - 0.50%

 

 

 

 

 

 

 

1,591

 

 

Liquidation (3)

 

Probability weighting of alternative outcomes

 

40.00% - 60.00%

 

 

 

 

Sustainable and Renewable Technology

 

 

34,669

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

12.03% - 31.96%

 

18.97%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

0.00% - 5.00%

 

 

 

 

 

 

 

9,543

 

 

Liquidation (3)

 

Probability weighting of alternative outcomes

 

20.00% - 100.00%

 

 

 

 

Medical Devices

 

 

139,885

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

9.64% - 14.75%

 

12.79%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

0.00% - 0.75%

 

 

 

 

 

 

 

515

 

 

Liquidation (3)

 

Probability weighting of alternative outcomes

 

15.00% - 85.00%

 

 

 

 

Lower Middle Market

 

 

159,396

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

9.80% - 16.25%

 

13.53%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

0.00%

 

 

 

 

 

 

 

9,671

 

 

Liquidation (3)

 

Probability weighting of alternative outcomes

 

10.00% - 80.00%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt Investments Where Fair Value Approximates Cost

 

 

 

 

245,810

 

 

Debt Investments originated within 3 months

 

 

 

 

 

 

 

 

 

39,054

 

 

Imminent Payoffs (4)

 

 

 

 

 

 

 

 

 

 

 

26,039

 

 

Debt Investments Maturing in Less than One Year

 

 

 

$

2,061,557

 

 

Total Level Three Debt Investments

 

 

(1)

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

 

Pharmaceuticals, above, is comprised of debt investments in the Healthcare Services - Other, Drug Discovery & Development, Drug Delivery and Biotechnology Tools industries in the Consolidated Schedule of Investments.

 

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

 

Sustainable and Renewable Technology, above, is comprised of debt investments in the Sustainable and Renewable Technology, Internet Consumer & Business Services, and Electronics & Computer Hardware industries in the Consolidated Schedule of Investments.

 

Medical Devices, above, is comprised of debt investments in the Drug Delivery, and Medical Devices & Equipment industries in the Consolidated Schedule of Investments.

 

Lower Middle Market, above, is comprised of debt investments in the Healthcare Services - Other, Internet Consumer & Business Services, Diversified Financial Services, Sustainable and Renewable Technology, and Software industries in the Consolidated Schedule of Investments.

(2)

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

(3)

The significant unobservable input used in the fair value measurement of impaired debt securities is the probability weighting of alternative outcomes.

(4)

Imminent payoffs represent debt investments that the Company expects to be fully repaid within the next three months, prior to their scheduled maturity date.

42


 

 

 

 

Investment Type - Level

Three Debt Investments

 

Fair Value at

December 31, 2018

(in thousands)

 

 

Valuation Techniques/Methodologies

 

Unobservable Input (1)

 

Range

 

 

Weighted

Average (2)

 

Pharmaceuticals

 

$

25,039

 

 

Originated Within 4-6 Months

 

Origination Yield

 

10.50% - 12.47%

 

 

11.68%

 

 

 

 

480,737

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

10.25% - 16.86%

 

 

13.33%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

(0.25%) - 0.50%

 

 

 

 

 

Technology

 

 

63,125

 

 

Originated Within 4-6 Months

 

Origination Yield

 

11.71% - 19.94%

 

 

13.02%

 

 

 

 

618,141

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

10.73% - 16.13%

 

 

13.08%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

0.00% - 0.75%

 

 

 

 

 

 

 

 

1,579

 

 

Liquidation (3)

 

Probability weighting of alternative outcomes

 

40.00% - 60.00%

 

 

 

 

 

Sustainable and Renewable Technology

 

 

75,834

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

11.90% - 17.48%

 

 

13.47%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

(0.25%) - 0.25%

 

 

 

 

 

 

 

 

5,556

 

 

Liquidation (3)

 

Probability weighting of alternative outcomes

 

20.00% - 50.00%

 

 

 

 

 

Medical Devices

 

 

14,673

 

 

Originated Within 4-6 Months

 

Origination Yield

 

15.15%

 

 

15.15%

 

 

 

 

115,355

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

10.99% - 22.38%

 

 

13.77%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

0.00% - 0.75%

 

 

 

 

 

 

 

 

2,405

 

 

Liquidation (3)

 

Probability weighting of alternative outcomes

 

50.00%

 

 

 

 

 

Lower Middle Market

 

 

123,589

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

9.74% - 17.25%

 

 

14.24%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

(0.25%) - 0.00%

 

 

 

 

 

 

 

 

18,128

 

 

Liquidation (3)

 

Probability weighting of alternative outcomes

 

30.00% - 70.00%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt Investments Where Fair Value Approximates Cost

 

 

 

 

153,312

 

 

Debt Investments originated within 3 months

 

 

 

 

 

 

 

 

 

 

 

36,019

 

 

Debt Investments Maturing in Less than One Year

 

 

 

$

1,733,492

 

 

Total Level Three Debt Investments

 

 

(1)

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

 

Pharmaceuticals, above, is comprised of debt investments in the Healthcare Services - Other, Drug Discovery & Development, Drug Delivery and Biotechnology Tools industries in the Consolidated Schedule of Investments.

 

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

 

Sustainable and Renewable Technology, above, is comprised of debt investments in the Sustainable and Renewable Technology, Internet Consumer & Business Services, and Electronics & Computer Hardware industries in the Consolidated Schedule of Investments.

 

Medical Devices, above, is comprised of debt investments in the Drug Delivery, and Medical Devices & Equipment industries in the Consolidated Schedule of Investments.

 

Lower Middle Market, above, is comprised of debt investments in the Healthcare Services - Other, Internet Consumer & Business Services, Diversified Financial Services, Sustainable and Renewable Technology, and Software industries in the Consolidated Schedule of Investments.

(2)

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

(3)

The significant unobservable input used in the fair value measurement of impaired debt securities is the probability weighting of alternative outcomes.

43


 

 

 

Investment Type - Level Three

Equity and Warrant Investments

 

Fair Value at

June 30, 2019

(in thousands)

 

 

Valuation Techniques/

Methodologies

 

Unobservable Input (1)

 

Range

 

Weighted Average (6)

 

Equity Investments

 

$

41,483

 

 

Market Comparable Companies

 

EBITDA Multiple (2)

 

5.5x - 9.9x

 

9.2x

 

 

 

 

 

 

 

 

 

Revenue Multiple (2)

 

0.5x - 4.7x

 

2.6x

 

 

 

 

 

 

 

 

 

Discount for Lack of Marketability (3)

 

13.55% - 26.80%

 

17.90%

 

 

 

 

 

 

 

 

 

Average Industry Volatility (4)

 

35.00% - 100.37%

 

68.17%

 

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

1.71% - 1.96%

 

1.95%

 

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

11 - 38

 

 

12

 

 

 

 

15,503

 

 

Market Adjusted OPM Backsolve

 

Market Equity Adjustment (5)

 

(24.14%) - 31.13%

 

0.37%

 

 

 

 

 

 

 

 

 

Average Industry Volatility (4)

 

50.64% - 96.32%

 

89.27%

 

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

1.08% - 2.65%

 

2.11%

 

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

11 - 18

 

 

15

 

 

 

 

125

 

 

Liquidation

 

EBITDA Multiple (2)

 

12x

 

12x

 

 

 

 

 

 

 

 

 

Revenue Multiple (2)

 

2.4x - 2.5x

 

2.5x

 

 

 

 

49,648

 

 

Other (7)

 

 

 

 

 

 

 

 

Warrant Investments

 

 

10,992

 

 

Market Comparable Companies

 

EBITDA Multiple (2)

 

4.3x - 16x

 

15.3x

 

 

 

 

 

 

 

 

 

Revenue Multiple (2)

 

0.4x - 10.2x

 

4.9x

 

 

 

 

 

 

 

 

 

Discount for Lack of Marketability (3)

 

11.05% - 36.06%

 

17.15%

 

 

 

 

 

 

 

 

 

Average Industry Volatility (4)

 

35.00% - 101.56%

 

54.70%

 

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

1.71% - 2.09%

 

1.90%

 

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

6 - 48

 

 

19

 

 

 

 

4,880

 

 

Market Adjusted OPM Backsolve

 

Market Equity Adjustment (5)

 

(60.78%) - 25.94%

 

7.17%

 

 

 

 

 

 

 

 

 

Average Industry Volatility (4)

 

26.49% - 96.32%

 

67.23%

 

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

1.49% - 2.78%

 

2.03%

 

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

8 - 45

 

 

20

 

Total Level Three

Warrant and Equity Investments

 

$

122,631

 

 

 

 

 

 

 

 

 

 

 

 

(1)

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

(2)

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

(3)

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

(4)

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

(5)

Represents the range of changes in industry valuations since the portfolio company's last external valuation event.

(6)

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

(7)

The fair market value of these investments is derived based on recent private market and merger and acquisition transaction prices.

44


 

 

 

Investment Type - Level Three

Equity and Warrant Investments

 

Fair Value at

December 31, 2018

(in thousands)

 

 

Valuation Techniques/

Methodologies

 

Unobservable Input (1)

 

Range

 

 

Weighted Average (6)

 

Equity Investments

 

$

34,204

 

 

Market Comparable Companies

 

EBITDA Multiple (2)

 

6.3x - 14.7x

 

 

8.4x

 

 

 

 

 

 

 

 

 

Revenue Multiple (2)

 

0.4x - 11.8x

 

 

3.9x

 

 

 

 

 

 

 

 

 

Discount for Lack of Marketability (3)

 

12.53% - 22.68%

 

 

15.79%

 

 

 

 

 

 

 

 

 

Average Industry Volatility (4)

 

40.19% - 88.21%

 

 

60.37%

 

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

2.61%

 

 

2.61%

 

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

10 - 14

 

 

 

12

 

 

 

 

16,040

 

 

Market Adjusted OPM Backsolve

 

Market Equity Adjustment (5)

 

(95.22%) - 12.81%

 

 

(3.45%)

 

 

 

 

 

 

 

 

 

Average Industry Volatility (4)

 

34.1% - 100.56%

 

 

76.79%

 

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

1.00% - 2.84%

 

 

2.16%

 

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

10 - 43

 

 

 

16

 

 

 

 

3,115

 

 

Liquidation

 

EBITDA Multiple (2)

 

11.3x

 

 

11.3x

 

 

 

 

 

 

 

 

 

Revenue Multiple (2)

 

1.5x - 1.7x

 

 

1.6x

 

 

 

 

39,507

 

 

Other (7)

 

 

 

 

 

 

 

 

 

 

Warrant Investments

 

 

11,267

 

 

Market Comparable Companies

 

EBITDA Multiple (2)

 

6.3x - 13.8x

 

 

9.3x

 

 

 

 

 

 

 

 

 

Revenue Multiple (2)

 

0.2x - 7.7x

 

 

4.0x

 

 

 

 

 

 

 

 

 

Discount for Lack of Marketability (3)

 

12.53% - 32.20%

 

 

17.14%

 

 

 

 

 

 

 

 

 

Average Industry Volatility (4)

 

33.76% - 100.71%

 

 

63.71%

 

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

2.46% - 2.63%

 

 

2.59%

 

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

10 - 48

 

 

 

14

 

 

 

 

4,243

 

 

Market Adjusted OPM Backsolve

 

Market Equity Adjustment (5)

 

(69.28%) - 22.02%

 

 

(7.75%)

 

 

 

 

 

 

 

 

 

Average Industry Volatility (4)

 

34.10% - 109.24%

 

 

74.15%

 

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

1.04% - 2.97%

 

 

2.27%

 

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

4 - 47

 

 

 

23

 

 

 

 

7,163

 

 

Other (7)

 

 

 

 

 

 

 

 

 

 

Total Level Three Warrant and Equity Investments

 

$

115,539

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

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

(2)

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

(3)

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

(4)

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

(5)

Represents the range of changes in industry valuations since the portfolio company's last external valuation event.

(6)

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

(7)

The fair market value of these investments is derived based on recent private market and merger and acquisition transaction prices.

Debt Investments

 

The Company follows the guidance set forth in ASC Topic 820 which establishes a framework for measuring the fair value of assets and liabilities and outlines a fair value hierarchy, which prioritizes the inputs used to measure fair value and the effect of fair value measures on earnings. The Company’s debt securities are primarily invested in venture capital-backed companies in technology-related industries including technology, drug discovery and development, biotechnology, life sciences, healthcare, and sustainable and renewable technology at all stages of development. Given the nature of lending to these types of businesses, substantially all of the Company’s investments in these portfolio companies are considered Level 3 assets under ASC Topic 820 because there is no known or accessible market or market indexes for debt instruments for these investment securities to be traded or exchanged. In addition, the Company may, from time to time, invest in public debt of companies that meet the Company’s investment objectives. These investments are considered Level 2 assets.

 

In making a good faith determination of the value of the Company’s investments, the Company generally starts with the cost basis of the investment, which includes the value attributed to the original issue discount (“OID”), if any, and payment-in-kind (“PIK”) interest or other receivables which have been accrued as earned. The Company then applies the valuation methods as set forth below.

 

The Company applies a procedure for debt investments that assumes the sale of each investment in a hypothetical market to a hypothetical market participant where buyers and sellers are willing participants. The hypothetical market does not include scenarios where the underlying security was simply repaid or extinguished, but includes an exit concept. The Company determines the yield at inception for each debt investment. The Company then uses senior secured, leveraged loan yields provided by third party providers to determine the change in market yields between inception of the debt investment and the measurement date. Industry specific indices and other relevant market data are used to benchmark and assess market-based movements.

 

45


 

 

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

 

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

 

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

 

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

Debt investments that are traded on a public exchange are valued at the prevailing market price as of the valuation date.

Equity-Related Securities and Warrants

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

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

Escrow Receivables

Escrow receivables are collected in accordance with the terms and conditions of the escrow agreement. Escrow balances are typically distributed over a period greater than one year and may accrue interest during the escrow period. Escrow balances are measured for collectability on at least a quarterly basis and fair value is determined based on the amount of the estimated recoverable balances and the contractual maturity date. As of both June 30, 2019 and December 31, 2018, there were no material past due escrow receivables.

Leases

The Company determines if an arrangement is a lease at inception. Operating leases are included in right-of-use (“ROU”) assets, and operating lease liability obligations in our Consolidated Statement of Assets and Liabilities. The Company recognizes a ROU asset and an operating lease liability for all leases, with the exception of short-term leases which have a term of 12 months or less. ROU assets represent the right to use an underlying asset for the lease term and operating lease liability obligations represent the obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term. The Company has lease agreements with lease and non-lease components and has separated these components when determining the ROU assets and the related lease liabilities. As most of the Company’s leases do not provide an implicit rate, the Company estimated its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The ROU asset also includes any lease payments made and excludes lease incentives and lease direct costs. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. See “Note 10 – Commitments and Contingencies” and “Note 11 – Recent Accounting Pronouncements”.

46


 

 

Portfolio Composition

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”. Under the 1940 Act, the Company is generally 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 generally less than 25%, of the voting securities of such company. “Non-control/non-affiliate investments” are investments that are neither control investments nor affiliate investments.

The following table summarizes the Company’s realized gains and losses and changes in unrealized appreciation and depreciation on control and affiliate investments for the three and six months ended June 30, 2019 and 2018.

 

(in thousands)

 

 

 

 

 

 

 

For the Three Months Ended June 30, 2019

 

 

For the Six Months Ended June 30, 2019

 

Portfolio Company

 

Type

 

Fair Value at

June 30, 2019

 

 

Interest Income

 

 

Fee Income

 

 

Net Change in Unrealized (Depreciation)/ Appreciation

 

 

Realized Gain/(Loss)

 

 

Interest Income

 

 

Fee Income

 

 

Net Change in Unrealized (Depreciation)/ Appreciation

 

 

Realized Gain/(Loss)

 

Control Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gibraltar Business Capital, LLC

 

Control

 

$

46,224

 

 

$

558

 

 

$

4

 

 

$

1,559

 

 

$

 

 

$

1,109

 

 

$

8

 

 

$

6,709

 

 

$

 

Tectura Corporation

 

Control

 

 

9,670

 

 

 

482

 

 

 

 

 

 

(751

)

 

 

 

 

 

955

 

 

 

 

 

 

(8,777

)

 

 

 

Total Control Investments

 

$

55,894

 

 

$

1,040

 

 

$

4

 

 

$

808

 

 

$

 

 

$

2,064

 

 

$

8

 

 

$

(2,068

)

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliate Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Optiscan BioMedical, Corp.

 

Affiliate

 

$

8,372

 

 

$

 

 

$

 

 

$

(359

)

 

$

 

 

$

 

 

$

 

 

$

(236

)

 

$

 

Solar Spectrum Holdings LLC (p.k.a. Sungevity, Inc.)

 

Affiliate

 

 

13,042

 

 

 

738

 

 

 

72

 

 

 

(1,650

)

 

 

 

 

 

1,247

 

 

 

160

 

 

 

(2,990

)

 

 

 

Total Affiliate Investments

 

$

21,414

 

 

$

738

 

 

$

72

 

 

$

(2,009

)

 

$

 

 

$

1,247

 

 

$

160

 

 

$

(3,226

)

 

$

 

Total Control & Affiliate Investments

 

$

77,308

 

 

$

1,778

 

 

$

76

 

 

$

(1,201

)

 

$

 

 

$

3,311

 

 

$

168

 

 

$

(5,294

)

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

For the Three Months Ended June 30, 2018

 

 

For the Six Months Ended June 30, 2018

 

Portfolio Company

 

Type

 

Fair Value at

June 30, 2018

 

 

Interest Income

 

 

Fee Income

 

 

Net Change in Unrealized (Depreciation)/ Appreciation

 

 

Realized

Gain/(Loss)

 

 

Interest Income

 

 

Fee Income

 

 

Net Change in

Unrealized

Appreciation/ (Depreciation)

 

 

Realized

Gain/(Loss)

 

Control Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Achilles Technology Management Co II, Inc.

 

Control

 

$

 

 

$

 

 

$

 

 

$

2,983

 

 

$

(2,900

)

 

$

 

 

$

 

 

$

2,858

 

 

$

(2,900

)

Gibraltar Business Capital, LLC

 

Control

 

 

37,589

 

 

 

373

 

 

 

 

 

 

 

 

 

 

 

 

501

 

 

 

 

 

 

 

 

 

 

Second Time Around (Simplify Holdings, LLC)

 

Control

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,781

 

 

 

(1,743

)

Tectura Corporation

 

Control

 

 

19,127

 

 

 

468

 

 

 

 

 

 

974

 

 

 

 

 

 

926

 

 

 

 

 

 

(1,302

)

 

 

335

 

Total Control Investments

 

$

56,716

 

 

$

841

 

 

$

 

 

$

3,957

 

 

$

(2,900

)

 

$

1,427

 

 

$

 

 

$

3,337

 

 

$

(4,308

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliate Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Optiscan BioMedical, Corp.

 

Affiliate

 

$

7,327

 

 

$

 

 

$

 

 

$

1,480

 

 

$

(680

)

 

$

 

 

$

 

 

$

415

 

 

$

(680

)

Solar Spectrum Holdings LLC (p.k.a. Sungevity, Inc.)

 

Affiliate

 

 

21,378

 

 

 

500

 

 

 

84

 

 

 

(1,318

)

 

 

 

 

 

1,061

 

 

 

192

 

 

 

(490

)

 

 

 

Stion Corporation

 

Affiliate

 

 

 

 

 

 

 

 

 

 

 

1,378

 

 

 

(1,378

)

 

 

 

 

 

 

 

 

1,378

 

 

 

(1,378

)

Total Affiliate Investments

 

$

28,705

 

 

$

500

 

 

$

84

 

 

$

1,540

 

 

$

(2,058

)

 

$

1,061

 

 

$

192

 

 

$

1,303

 

 

$

(2,058

)

Total Control & Affiliate Investments

 

$

85,421

 

 

$

1,341

 

 

$

84

 

 

$

5,497

 

 

$

(4,958

)

 

$

2,488

 

 

$

192

 

 

$

4,640

 

 

$

(6,366

)

 

In March 2018, the Company acquired 100% ownership in Gibraltar Business Capital LLC and classified it as a control investment in accordance with the requirements of the 1940 Act. Gibraltar Business Capital LLC is focused on providing asset-based and other secured financing solutions.

In April 2017, the Company’s investment in Solar Spectrum Holdings LLC (p.k.a. Sungevity, Inc.) became classified as a control investment as a result of obtaining more than 25% of the portfolio company’s voting securities. In April 2017, under Section 363 of the Bankruptcy Code, Sungevity, Inc. entered into a $50.0 million asset purchase agreement and debtor-in-possession, or DIP, financing facility with a group of investors, led by Northern Pacific Group and including the Company. On April 7, 2017, the U.S. Bankruptcy Court approved the DIP financing facility and on April 17, 2017, the U.S. Bankruptcy Court approved the asset purchase agreement. On April 26, 2017, Solar Spectrum Holdings LLC, a new company backed by the investment group, announced that it had acquired certain assets of Sungevity, Inc. as part of the bankruptcy court-approved sale. As a result, the cost basis of the Company’s debt investment in Sungevity, Inc. was converted to an equity position in Solar Spectrum Holdings LLC and the Company’s warrant and equity positions in Sungevity, Inc. were written off for a realized loss. In August 2017, the Company’s ownership in Solar Spectrum Holdings LLC was diluted below 25% as a result of additional equity contributions by other investors to fund the acquisition of Horizon Solar Power, Inc. by Solar Spectrum Holdings LLC. The Company made a $15.0 million debt investment to fund the acquisition. Accordingly, the Company’s equity and new debt investment in Solar Spectrum Holdings LLC became classified as affiliate investments as of September 30, 2017.

47


 

 

In January 2017, the Company’s investment in Tectura Corporation became classified as a control investment as a result of obtaining more than 50% representation on the portfolio company’s board. In March 2017, the Company’s warrants in Tectura Corporation expired and were written off for a realized loss. In May 2018, the Company purchased common shares, thereby obtaining greater than 25% of voting securities of Tectura.

The following table shows the fair value of the Company’s portfolio of investments by asset class as of June 30, 2019 and December 31, 2018:

 

 

June 30, 2019

 

 

December 31, 2018

 

(in thousands)

Investments at

Fair Value

 

 

Percentage of

Total Portfolio

 

 

Investments at

Fair Value

 

 

Percentage of

Total Portfolio

 

Senior Secured Debt with Warrants

$

811,691

 

 

 

36.0

%

 

$

716,505

 

 

 

38.1

%

Senior Secured Debt

 

1,260,616

 

 

 

56.0

%

 

 

1,029,255

 

 

 

54.8

%

Unsecured Debt

 

14,754

 

 

 

0.7

%

 

 

14,401

 

 

 

0.8

%

Preferred Stock

 

69,064

 

 

 

3.0

%

 

 

68,625

 

 

 

3.6

%

Common Stock

 

95,874

 

 

 

4.3

%

 

 

51,587

 

 

 

2.7

%

Total

$

2,251,999

 

 

 

100.0

%

 

$

1,880,373

 

 

 

100.0

%

The increase in senior secured debt and the decrease in senior secured debt with warrants during the period is primarily due to an increase in new debt investments that do not include detachable equity enhancement features.

A summary of the Company’s investment portfolio, at value, by geographic location as of June 30, 2019 and December 31, 2018 is shown as follows:

 

 

June 30, 2019

 

 

December 31, 2018

 

(in thousands)

Investments at

Fair Value

 

 

Percentage of

Total Portfolio

 

 

Investments at

Fair Value

 

 

Percentage of

Total Portfolio

 

United States

$

1,956,340

 

 

 

86.9

%

 

$

1,668,027

 

 

 

88.8

%

United Kingdom

 

146,774

 

 

 

6.5

%

 

 

89,016

 

 

 

4.7

%

Australia

 

50,889

 

 

 

2.3

%

 

 

35,190

 

 

 

1.9

%

Netherlands

 

38,832

 

 

 

1.7

%

 

 

35,854

 

 

 

1.9

%

Ireland

 

25,148

 

 

 

1.1

%

 

 

24,750

 

 

 

1.3

%

Cayman Islands

 

18,061

 

 

 

0.8

%

 

 

19,650

 

 

 

1.0

%

Sweden

 

7,589

 

 

 

0.3

%

 

 

5,556

 

 

 

0.3

%

Germany

 

4,296

 

 

 

0.2

%

 

 

 

 

 

0.0

%

Canada

 

4,070

 

 

 

0.2

%

 

 

859

 

 

 

0.0

%

Switzerland

 

 

 

 

0.0

%

 

 

1,471

 

 

 

0.1

%

Total

$

2,251,999

 

 

 

100.0

%

 

$

1,880,373

 

 

 

100.0

%

 

48


 

 

The following table shows the fair value of the Company’s portfolio by industry sector at June 30, 2019 and December 31, 2018:

 

 

June 30, 2019

 

 

December 31, 2018

 

(in thousands)

Investments at

Fair Value

 

 

Percentage of

Total Portfolio

 

 

Investments at

Fair Value

 

 

Percentage of

Total Portfolio

 

Drug Discovery & Development

$

645,310

 

 

 

28.7

%

 

$

539,977

 

 

 

28.7

%

Software

 

604,113

 

 

 

26.8

%

 

 

548,952

 

 

 

29.2

%

Internet Consumer & Business Services

 

425,661

 

 

 

18.9

%

 

 

329,512

 

 

 

17.5

%

Medical Devices & Equipment

 

119,701

 

 

 

5.3

%

 

 

121,420

 

 

 

6.5

%

Healthcare Services, Other

 

105,437

 

 

 

4.7

%

 

 

60,142

 

 

 

3.2

%

Sustainable and Renewable Technology

 

92,150

 

 

 

4.1

%

 

 

110,303

 

 

 

5.9

%

Diversified Financial Services

 

75,742

 

 

 

3.4

%

 

 

39,491

 

 

 

2.1

%

Information Services

 

63,294

 

 

 

2.8

%

 

 

30,940

 

 

 

1.6

%

Drug Delivery

 

46,009

 

 

 

2.0

%

 

 

40,519

 

 

 

2.2

%

Media/Content/Info

 

23,411

 

 

 

1.0

%

 

 

21,666

 

 

 

1.2

%

Electronics & Computer Hardware

 

17,748

 

 

 

0.8

%

 

 

15,763

 

 

 

0.8

%

Semiconductors

 

10,513

 

 

 

0.5

%

 

 

899

 

 

 

0.0

%

Consumer & Business Products

 

6,513

 

 

 

0.3

%

 

 

6,179

 

 

 

0.3

%

Surgical Devices

 

6,217

 

 

 

0.3

%

 

 

3,088

 

 

 

0.2

%

Biotechnology Tools

 

5,199

 

 

 

0.2

%

 

 

6,279

 

 

 

0.3

%

Communications & Networking

 

4,491

 

 

 

0.2

%

 

 

4,871

 

 

 

0.3

%

Diagnostic

 

414

 

 

 

0.0

%

 

 

348

 

 

 

0.0

%

Specialty Pharmaceuticals

 

76

 

 

 

0.0

%

 

 

24

 

 

 

0.0

%

Total

$

2,251,999

 

 

 

100.0

%

 

$

1,880,373

 

 

 

100.0

%

No single portfolio investment represents more than 10% of the fair value of the Company’s total investments as of June 30, 2019 and December 31, 2018.

Investment Collateral

In the majority of cases, the Company collateralizes its investments by obtaining a first priority security interest in a portfolio company’s assets, which may include its intellectual property. In other cases, the Company may obtain a negative pledge covering a company’s intellectual property. At June 30, 2019, approximately 81.8% of the Company’s debt investments were in a senior secured first lien position, with 47.0% secured by a first priority security in all of the assets of the portfolio company, including its intellectual property, 25.8% secured by a first priority security in all of the assets of the portfolio company and the portfolio company was prohibited from pledging or encumbering its intellectual property, 0.9% of the Company’s debt investments were senior secured by the equipment of the portfolio company and 8.1% of the Company’s debt investments were in a first lien “last-out” senior secured position with security interest in all of the assets of the portfolio company, whereby the “last-out” loans will be subordinated to the “first-out” portion of the unitranche loan in a liquidation, sale or other disposition. Another 17.5% of the Company’s debt investments were secured by a second priority security interest in the portfolio company’s assets, and 0.7% were unsecured.

Cash, Restricted Cash, and Cash Equivalents

Cash and cash equivalents consist solely of funds deposited with financial institutions and short-term liquid investments in money market deposit accounts. Cash and cash equivalents are carried at cost, which approximates fair value. Restricted cash and cash equivalents include amounts that are collected and are held by trustees who have been appointed as custodians of the assets securing certain of the Company’s financing transactions.

Other Assets

Other assets generally consist of prepaid expenses, deferred financing costs net of accumulated amortization, fixed assets net of accumulated depreciation, deferred revenues and deposits and other assets, including escrow receivable. The escrow receivable balance as of June 30, 2019 and December 31, 2018 was approximately $91,000 and $972,000, respectively, and was fair valued and held in accordance with ASC Topic 820.

 

49


 

 

Income Recognition

The Company records interest income on an accrual basis and recognizes it as earned in accordance with the contractual terms of the loan agreement, to the extent that such amounts are expected to be collected. 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 that principal, interest, and other obligations due will be collected in full, the Company will generally place the loan on non-accrual status and cease recognizing interest income on that loan until all principal and interest due has been paid or the Company believes the portfolio company has demonstrated the ability to repay the Company’s current and future contractual obligations. Any uncollected interest related to prior periods is reversed from income in the period that collection of the interest receivable is determined to be doubtful. However, the Company may make exceptions to this policy if the investment has sufficient collateral value and is in the process of collection.

At June 30, 2019, the Company had four debt investments on non-accrual with a cumulative investment cost and approximate fair value of $8.8 million and $4.8 million, respectively. At December 31, 2018, the Company had two debt investments on non-accrual with cumulative investment cost of approximately $2.7 million and fair value of zero. The increase in the cost of debt investments on non-accrual between December 31, 2018 and June 30, 2019 is the result of the addition of three debt investments, partially offset by the removal of one debt investment that was on non-accrual at December 31, 2018 which resulted in a realized loss of approximately $2.5 million.

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 the Company 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. The Company had approximately $43.7 million of unamortized fees at June 30, 2019, of which approximately $36.3 million was included as an offset to the cost basis of the Company’s current debt investments and approximately $7.4 million was deferred contingent upon the occurrence of a funding or milestone. At December 31, 2018, the Company had approximately $36.3 million of unamortized fees, of which approximately $31.1 million was included as an offset to the cost basis of the Company’s current debt investments and approximately $5.2 million was deferred contingent upon the occurrence of a funding or milestone.

The Company recognizes nonrecurring fees amortized over the remaining term of the loan commencing in the quarter relating to specific loan modifications. Certain fees may still be recognized as one-time fee income, including prepayment penalties, fees related to select covenant default, waiver fees and acceleration of previously deferred loan fees and OID related to early loan pay-off or material modification of the specific debt outstanding. The Company recorded approximately $2.5 million and $1.7 million in one-time fee income during the three months ended June 30, 2019 and 2018, respectively. The Company recorded approximately $3.2 million and $4.8 million in one-time fee income during the six months ended June 30, 2019 and 2018, respectively.

In addition, the Company may also be entitled to an exit fee that is amortized into income over the life of the loan. Loan exit fees to be paid at the termination of the loan are accreted into interest income over the contractual life of the loan. At June 30, 2019, the Company had approximately $29.7 million in exit fees receivable, of which approximately $27.3 million was included as a component of the cost basis of the Company’s current debt investments and approximately $2.4 million was a deferred receivable related to expired commitments. At December 31, 2018, the Company had approximately $25.6 million in exit fees receivable, of which approximately $23.3 million was included as an offset to the cost basis of the Company’s current debt investments and approximately $2.3 million was deferred related to expired commitments.

The Company has debt investments in its portfolio that contain a PIK provision. Contractual 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 an accrual basis to the extent such amounts are expected to be collected. The Company will generally cease accruing PIK interest if there is insufficient value to support the accrual or management does not expect the portfolio company to be able to pay all principal and interest due. The Company recorded approximately $2.2 million and $2.3 million in PIK income during the three months ended June 30, 2019 and 2018, respectively. The Company recorded approximately $4.4 million and $4.6 million in PIK income during the six months ended June 30, 2019 and 2018, respectively.

To maintain the Company’s ability to be subject to tax as a RIC, PIK and exit fee income generally must be accrued and distributed to stockholders in the form of dividends for U.S. federal income tax purposes even though the cash has not yet been collected. Amounts necessary to pay these distributions may come from available cash or the liquidation of certain investments.

50


 

 

In certain investment transactions, the Company may provide advisory services. For services that are separately identifiable and external evidence exists to substantiate fair value, income is recognized as earned, which is generally when the investment transaction closes. The Company had no income from advisory services in the three and six months ended June 30, 2019 and 2018.

3. Fair Value of Financial Instruments

Fair value estimates are made at discrete points in time based on relevant information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. The Company believes that the carrying amounts of its financial instruments, consisting of cash and cash equivalents, receivables including escrow receivables, accounts payable and accrued liabilities, approximate the fair values of such items due to the short maturity of such instruments. The borrowings of the Company are recorded at amortized cost and not at fair value on the Consolidated Statement of Assets and Liabilities. The fair value of the Company’s outstanding borrowings is based on observable market trading prices or quotations and unobservable market rates as applicable for each instrument.

Based on market quotations on or around June 30, 2019, the 2022 Notes, 2027 Asset-Backed Notes, 2028 Asset-Backed Notes, and 2022 Convertible Notes were quoted for 0.984, 1.014, 1.016, and 1.000 per dollar at par value, respectively. At June 30, 2019, the 2025 Notes and 2033 Notes were trading on the NYSE for $25.00 and $25.70 per unit at par value, respectively. The par value at underwriting for the 2025 Notes and 2033 Notes was $25.00 per unit. Calculated based on the net present value of payments over the term of the notes using estimated market rates for similar notes and remaining terms, the fair value of the SBA debentures is approximately $152.0 million, compared to the principal amount of $149.0 million as of June 30, 2019. The fair value of the outstanding borrowings under the Union Bank Facility and the Wells Facility is equal to their principal outstanding balances as of June 30, 2019.

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

The following tables provide additional information about the fair value and level in the fair value hierarchy of the Company’s outstanding borrowings at June 30, 2019 and December 31, 2018:  

 

(in thousands)

 

 

 

 

 

Identical Assets

 

 

Observable Inputs

 

 

Unobservable Inputs

 

Description

 

June 30, 2019

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

SBA Debentures

 

$

151,968

 

 

$

 

 

$

 

 

$

151,968

 

2022 Notes

 

 

147,570

 

 

 

 

 

 

147,570

 

 

 

 

2025 Notes

 

 

75,000

 

 

 

 

 

 

75,000

 

 

 

 

2033 Notes

 

 

41,120

 

 

 

 

 

 

41,120

 

 

 

 

2027 Asset-Backed Notes

 

 

202,797

 

 

 

 

 

 

202,797

 

 

 

 

2028 Asset-Backed Notes

 

 

254,072

 

 

 

 

 

 

254,072

 

 

 

 

2022 Convertible Notes

 

 

230,092

 

 

 

 

 

 

230,092

 

 

 

 

Union Facility

 

 

82,316

 

 

 

 

 

 

 

 

 

82,316

 

Wells Facility

 

 

11,105

 

 

 

 

 

 

 

 

 

11,105

 

Total

 

$

1,196,040

 

 

$

 

 

$

950,651

 

 

$

245,389

 

 

(in thousands)

 

 

 

 

 

Identical Assets

 

 

Observable Inputs

 

 

Unobservable Inputs

 

Description

 

December 31, 2018

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

SBA Debentures

 

$

150,387

 

 

$

 

 

$

 

 

$

150,387

 

2022 Notes

 

 

146,385

 

 

 

 

 

 

146,385

 

 

 

 

2024 Notes

 

 

84,445

 

 

 

 

 

 

84,445

 

 

 

 

2025 Notes

 

 

72,150

 

 

 

 

 

 

72,150

 

 

 

 

2033 Notes

 

 

37,360

 

 

 

 

 

 

37,360

 

 

 

 

2027 Asset-Backed Notes

 

 

201,188

 

 

 

 

 

 

201,188

 

 

 

 

2022 Convertible Notes

 

 

217,672

 

 

 

 

 

 

217,672

 

 

 

 

Union Facility

 

 

39,849

 

 

 

 

 

 

 

 

 

39,849

 

Wells Facility

 

 

13,107

 

 

 

 

 

 

 

 

 

13,107

 

Total

 

$

962,543

 

 

$

 

 

$

759,200

 

 

$

203,343

 

51


 

 

 

4. Borrowings

Outstanding Borrowings

At June 30, 2019 and December 31, 2018, the Company had the following available and outstanding borrowings:

 

 

June 30, 2019

 

 

December 31, 2018

 

(in thousands)

Total Available

 

 

Principal

 

 

Carrying Value (1)

 

 

Total Available

 

 

Principal

 

 

Carrying Value (1)

 

SBA Debentures (2)

$

149,000

 

 

$

149,000

 

 

$

147,910

 

 

$

149,000

 

 

$

149,000

 

 

$

147,655

 

2022 Notes

 

150,000

 

 

 

150,000

 

 

 

148,252

 

 

 

150,000

 

 

 

150,000

 

 

 

147,990

 

2024 Notes (3)

 

 

 

 

 

 

 

 

 

 

83,510

 

 

 

83,510

 

 

 

81,852

 

2025 Notes

 

75,000

 

 

 

75,000

 

 

 

72,780

 

 

 

75,000

 

 

 

75,000

 

 

 

72,590

 

2033 Notes

 

40,000

 

 

 

40,000

 

 

 

38,447

 

 

 

40,000

 

 

 

40,000

 

 

 

38,427

 

2027 Asset-Backed Notes

 

200,000

 

 

 

200,000

 

 

 

197,171

 

 

 

200,000

 

 

 

200,000

 

 

 

197,265

 

2028 Asset-Backed Notes

 

250,000

 

 

 

250,000

 

 

 

247,266

 

 

 

 

 

 

 

 

 

 

2022 Convertible Notes

 

230,000

 

 

 

230,000

 

 

 

225,832

 

 

 

230,000

 

 

 

230,000

 

 

 

225,051

 

Wells Facility (4)

 

75,000

 

 

 

11,105

 

 

 

11,105

 

 

 

75,000

 

 

 

13,107

 

 

 

13,107

 

Union Bank Facility (4)

 

200,000

 

 

 

82,316

 

 

 

82,316

 

 

 

100,000

 

 

 

39,849

 

 

 

39,849

 

Total

$

1,369,000

 

 

$

1,187,421

 

 

$

1,171,079

 

 

$

1,102,510

 

 

$

980,466

 

 

$

963,786

 

 

 

(1)

Except for the Wells Facility and Union Bank Facility, all carrying values represent the principal amount outstanding less the remaining unamortized debt issuance costs and unaccreted premium or discount, if any, associated with the loan as of the balance sheet date.

(2)

At both June 30, 2019 and December 31, 2018, the total available borrowings under the SBA debentures were $149.0 million.

(3)

The 2024 Notes were fully repaid on January 14, 2019 and February 4, 2019.

(4)

Availability subject to the Company meeting the borrowing base requirements.

Debt issuance costs are fees and other direct incremental costs incurred by the Company in obtaining debt financing and are recognized as prepaid expenses and amortized over the life of the related debt instrument using the effective yield method or the straight-line method, which closely approximates the effective yield method. In accordance with ASC Subtopic 835-30 (“Interest – Imputation of Interest”), debt issuance costs are presented as a reduction to the associated liability balance on the Consolidated Statement of Assets and Liabilities, except for debt issuance costs associated with line-of-credit arrangements. Debt issuance costs, net of accumulated amortization, were as follows as of June 30, 2019 and December 31, 2018:

 

(in thousands)

 

June 30, 2019

 

 

December 31, 2018

 

SBA Debentures

 

$

1,090

 

 

$

1,345

 

2022 Notes

 

 

1,199

 

 

 

1,379

 

2024 Notes (2)

 

 

 

 

 

1,686

 

2025 Notes

 

 

2,220

 

 

 

2,410

 

2033 Notes

 

 

1,553

 

 

 

1,573

 

2027 Asset-Backed Notes

 

 

2,829

 

 

 

2,735

 

2028 Asset-Backed Notes

 

 

2,734

 

 

 

 

2022 Convertible Notes

 

 

2,378

 

 

 

2,823

 

Wells Facility (1)

 

 

370

 

 

 

100

 

Union Bank Facility (1)

 

 

1,545

 

 

 

165

 

Total

 

$

15,918

 

 

$

14,216

 

 

(1)

As the Wells Facility and Union Bank Facility are line-of-credit arrangements, the debt issuance costs associated with these instruments are presented separately as an asset on the Consolidated Statement of Assets and Liabilities in accordance with ASC Subtopic 835-30.

(2)

The 2024 Notes were fully redeemed on January 14, 2019 and February 4, 2019.

Long-Term SBA Debentures

On September 27, 2006, HT II received a license to operate as a SBIC under the SBIC program and was able to borrow funds from the SBA against eligible investments and additional contributions to regulatory capital. On July 13, 2018, the Company completed repayment of the remaining outstanding HT II debentures and subsequently surrendered the SBA license with respect to HT II.

52


 

 

On May 26, 2010, HT III received a license to operate as a SBIC under the SBIC program in which HT III can borrow funds from the SBA against eligible investments and additional contributions to regulatory capital. With the Company’s net investment of $74.5 million in HT III as of June 30, 2019, HT III has the capacity to issue a total of $149.0 million of SBA guaranteed debentures, subject to SBA approval, of which $149.0 million was outstanding as of June 30, 2019. As the Company is past its investment period for HT III, it will no longer make any future commitments to new portfolio companies. The Company will only satisfy contractually agreed follow-on fundings to existing portfolio companies and may seek to early pay-off a portion or all of the outstanding debentures as per the available liquidity in HT III.

As of June 30, 2019, HT III has paid the SBA commitment fees and facility fees of approximately $1.5 million and $3.6 million, respectively. As of June 30, 2019, the Company held investments in HT III in 45 companies with a fair value of approximately $242.4 million, accounting for approximately 10.8% of the Company’s total investment portfolio at June 30, 2019. HT III held approximately $250.7 million in tangible assets which accounted for approximately 10.8% of the Company’s total assets at June 30, 2019.

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

HT III is periodically examined and audited by the SBA’s staff to determine its compliance with SBA regulations. If HT III fails to comply with applicable SBA regulations, the SBA could, depending on the severity of the violation, limit or prohibit HT III’s use of debentures, declare outstanding debentures immediately due and payable, and/or limit HT III from making new investments. In addition, HT III may also be limited in its ability to make distributions to the Company if they do not have sufficient capital in accordance with SBA regulations. Such actions by the SBA would, in turn, negatively affect the Company because HT III is the Company’s wholly owned subsidiary. HT III was in compliance with the terms of the SBIC’s leverage as of June 30, 2019 as a result of having sufficient capital as defined under the SBA regulations.

The rates of borrowings under various draws from the SBA beginning in March 2009 are set semiannually in March and September and range from 2.25% to 4.62% excluding annual fees. Interest payments on SBA debentures are payable semiannually. There are no principal payments required on these issues prior to maturity and no prepayment penalties. Debentures under the SBA generally mature ten years after being borrowed. Based on the initial draw down date of September 2010 for HT III, the initial maturity of the SBA debentures will occur in September 2020. In addition, the SBA charges a fee that is set annually, depending on the Federal fiscal year the leverage commitment was delegated by the SBA, regardless of the date that the leverage was drawn by the SBIC. The annual fees related to HT III debentures that pooled on March 27, 2013 were 0.804%. The annual fees on other debentures have been set at 0.515%. The rates of borrowings on the Company’s outstanding SBA debentures range from 3.05% to 4.37% when including these annual fees.

The average amount of debentures outstanding for the three and six months ended June 30, 2019 for HT III were approximately $149.0 million with an average interest rate of approximately 3.42% and 3.40%, respectively.

For the three and six months ended June 30, 2019 and 2018, the components of interest expense and related fees and cash paid for interest expense for the SBA debentures are as follows:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Interest expense

 

$

1,273

 

 

$

1,737

 

 

$

2,533

 

 

$

3,456

 

Amortization of debt issuance cost (loan fees)

 

 

128

 

 

 

158

 

 

 

255

 

 

 

317

 

Total interest expense and fees

 

$

1,401

 

 

$

1,895

 

 

$

2,788

 

 

$

3,773

 

Cash paid for interest expense

 

$

 

 

$

 

 

$

2,519

 

 

$

3,442

 

53


 

 

The Company reported the following SBA debentures outstanding principal balances as of June 30, 2019 and December 31, 2018: 

 

(in thousands)

Issuance/Pooling Date

 

Maturity Date

 

Interest Rate (1)

 

 

June 30, 2019

 

 

December 31, 2018

 

September 22, 2010

 

September 1, 2020

 

3.50%

 

 

$

10,000

 

 

$

10,000

 

March 29, 2011

 

March 1, 2021

 

4.37%

 

 

 

28,750

 

 

 

28,750

 

September 21, 2011

 

September 1, 2021

 

3.16%

 

 

 

25,000

 

 

 

25,000

 

March 21, 2012

 

March 1, 2022

 

3.28%

 

 

 

25,000

 

 

 

25,000

 

March 21, 2012

 

March 1, 2022

 

3.05%

 

 

 

11,250

 

 

 

11,250

 

September 19, 2012

 

September 1, 2022

 

3.05%

 

 

 

24,250

 

 

 

24,250

 

March 27, 2013

 

March 1, 2023

 

3.16%

 

 

 

24,750

 

 

 

24,750

 

Total SBA Debentures

 

 

 

 

 

 

 

$

149,000

 

 

$

149,000

 

 

(1)

Interest rate includes annual charge.

2022 Notes

On October 23, 2017, the Company issued $150.0 million in aggregate principal amount of 4.625% Notes due 2022 (the “2022 Notes”). The 2022 Notes were issued pursuant to the Fourth Supplemental Indenture to the Base Indenture, dated October 23, 2017 (the “2022 Notes Indenture”), between the Company and U.S. Bank, National Association, as trustee (the “2022 Trustee”). The sale of the 2022 Notes generated net proceeds of approximately $147.4 million, including a public offering discount of $826,500. Aggregate estimated offering expenses in connection with the transaction, including the underwriter’s discounts and commissions of approximately $975,000, were approximately $1.8 million.

The 2022 Notes mature on October 23, 2022, unless previously repurchased in accordance with their terms. The 2022 Notes bear interest at a rate of 4.625% per year payable semiannually in arrears on April 23 and October 23 of each year, commencing on April 23, 2018.

The 2022 Notes are unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated, or junior, in right of payment to the 2022 Notes. The 2022 Notes are not guaranteed by any of the Company’s current or future subsidiaries. The 2022 Notes rank pari passu, or equally, in right of payment with all of the Company’s existing and future liabilities that are not so subordinated, or junior. The 2022 Notes effectively rank subordinated, or junior, to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The 2022 Notes rank structurally subordinated, or junior, to all existing and future indebtedness (including trade payables) incurred by subsidiaries, financing vehicles or similar facilities of the Company.

The Company may redeem some or all of the 2022 Notes at any time, or from time to time, at the redemption price set forth under the terms of the indenture after September 23, 2022. No sinking fund is provided for the 2022 Notes. The 2022 Notes were issued in denominations of $2,000 and integral multiples of $1,000 thereof. As of June 30, 2019, the Company was in compliance with the terms of the 2022 Notes Indenture.

As of June 30, 2019 and December 31, 2018, the components of the carrying value of the 2022 Notes were as follows:

 

(in thousands)

 

June 30, 2019

 

 

December 31, 2018

 

Principal amount of debt

 

$

150,000

 

 

$

150,000

 

Unamortized debt issuance cost

 

 

(1,199

)

 

 

(1,379

)

Original issue discount, net of accretion

 

 

(549

)

 

 

(631

)

Carrying value of 2022 Notes

 

$

148,252

 

 

$

147,990

 

54


 

 

For the three and six months ended June 30, 2019 and 2018, the components of interest expense and related fees and cash paid for interest expense for the 2022 Notes are as follows:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Interest expense

 

$

1,735

 

 

$

1,734

 

 

$

3,468

 

 

$

3,469

 

Amortization of debt issuance cost (loan fees)

 

 

90

 

 

 

86

 

 

 

180

 

 

 

171

 

Accretion of original issue discount

 

 

41

 

 

 

41

 

 

 

82

 

 

 

82

 

Total interest expense and fees

 

$

1,866

 

 

$

1,861

 

 

$

3,730

 

 

$

3,722

 

Cash paid for interest expense

 

$

3,469

 

 

$

3,469

 

 

$

3,469

 

 

$

3,469

 

 

2024 Notes

On July 14, 2014, the Company and U.S. Bank, N.A. (the “2024 Trustee”), entered into the Third Supplemental Indenture (the “Third Supplemental Indenture”) to the Base Indenture between the Company and the 2024 Trustee, dated July 14, 2014, relating to the Company’s issuance, offer and sale of $100.0 million aggregate principal amount of 6.25% unsecured notes due 2024 (the “2024 Notes”). On August 6, 2014, the underwriters issued notification to exercise their over-allotment option for an additional $3.0 million in aggregate principal amount of the 2024 Notes.

On May 2, 2016, the Company closed an underwritten public offering of an additional $72.9 million in aggregate principal amount of the 2024 Notes. The $72.9 million in aggregate principal amount includes $65.4 million from the initial offering on April 21, 2016 and $7.5 million as a result of underwriters exercising a portion of their option to purchase up to an additional $9.8 million in aggregate principal to cover overallotments on April 29, 2016.

On June 27, 2016, the Company closed an underwritten public offering of an additional $60.0 million in aggregate principal amount of the 2024 Notes. On June 30, 2016, the underwriters exercised their option to purchase up to an additional $9.0 million in aggregate principal to cover overallotments, resulting in total aggregate principal of $69.0 million from the offering.

On October 11, 2016, the Company entered into a debt distribution agreement, pursuant to which it may offer for sale, from time to time, up to $150.0 million in aggregate principal amount of 2024 Notes through FBR Capital Markets & Co. acting as its sales agent (the “2024 Notes Agent”). Sales of the 2024 Notes may be made in negotiated transactions or transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the NYSE, or similar securities exchange or sales made through a market maker other than on an exchange at prices related to prevailing market prices or at negotiated prices.

On October 24, 2017, the Board of Directors approved a redemption of $75.0 million of outstanding aggregate principal amount of the 2024 Notes, which were redeemed on November 23, 2017. On February 9, 2018, the Board of Directors approved a redemption of $100.0 million of outstanding aggregate principal amount of the 2024 Notes, which were redeemed on April 2, 2018. Further, on December 7, 2018, the Board of Directors approved a full redemption, in two equal transactions, of $83.5 million of the outstanding aggregate principal amount of the 2024 Notes. The 2024 Notes were fully redeemed on January 14, 2019 and February 4, 2019.

As of June 30, 2019 and December 31, 2018, the components of the carrying value of the 2024 Notes were as follows:

 

(in thousands)

 

June 30, 2019

 

 

December 31, 2018

 

Principal amount of debt

 

$

 

 

$

83,510

 

Unamortized debt issuance cost

 

 

 

 

 

(1,686

)

Original issue premium, net of amortization

 

 

 

 

 

28

 

Carrying value of 2024 Notes

 

$

 

 

$

81,852

 

For the three and six months ended June 30, 2019 and 2018, the components of interest expense and related fees and cash paid for interest expense for the 2024 Notes are as follows:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Interest expense

 

$

 

 

$

1,340

 

 

$

210

 

 

$

4,220

 

Amortization of debt issuance cost (loan fees)

 

 

 

 

 

2,546

 

 

 

1,686

 

 

 

2,720

 

Amortization of original issue premium

 

 

 

 

 

(14

)

 

 

110

 

 

 

(27

)

Total interest expense and fees

 

$

 

 

$

3,872

 

 

$

2,006

 

 

$

6,913

 

Cash paid for interest expense

 

$

 

 

$

2,381

 

 

$

1,305

 

 

$

5,249

 

55


 

 

2025 Notes

On April 26, 2018, the Company issued $75.0 million in aggregate principal amount of 5.25% notes due 2025 (the “2025 Notes”). The 2025 Notes were issued pursuant to the Fifth Supplemental Indenture to the Base Indenture, dated April 26, 2018 (the “2025 Notes Indenture”), between the Company and U.S. Bank, National Association, as trustee. The sale of the 2025 Notes generated net proceeds of approximately $72.4 million. Aggregate estimated offering expenses in connection with the transaction, including the underwriter’s discount and commissions, were approximately $2.6 million.

The 2025 Notes will mature on April 30, 2025, unless previously repurchased in accordance with their terms. The 2025 Notes bear interest at a rate of 5.25% per year payable quarterly in arrears on January 30, April 30, July 30 and October 30 of each year, commencing on July 30, 2018 and trade on the NYSE under the symbol “HCXZ.”

The 2025 Notes are the Company’s direct unsecured obligations and rank pari passu, or equally in right of payment, with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

The Company may redeem some or all of the 2025 Notes at any time, or from time to time, at the redemption price set forth under the terms of the indenture after April 30, 2021. No sinking fund is provided for the 2025 Notes. The 2025 Notes were issued in denominations of $25 and integral multiples of $25 thereof. As of June 30, 2019, the Company was in compliance with the terms of the 2025 Notes Indenture.

As of June 30, 2019 and December 31, 2018, the components of the carrying value of the 2025 Notes were as follows:

 

(in thousands)

 

June 30, 2019

 

 

December 31, 2018

 

Principal amount of debt

 

$

75,000

 

 

$

75,000

 

Unamortized debt issuance cost

 

 

(2,220

)

 

 

(2,410

)

Carrying value of 2025 Notes

 

$

72,780

 

 

$

72,590

 

 

For the three and six months ended June 30, 2019 and 2018, the components of interest expense and related fees and cash paid for interest expense for the 2025 Notes are as follows:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Interest expense

 

$

984

 

 

$

711

 

 

$

1,969

 

 

$

711

 

Amortization of debt issuance cost (loan fees)

 

 

95

 

 

 

57

 

 

 

190

 

 

 

57

 

Total interest expense and fees

 

$

1,079

 

 

$

768

 

 

$

2,159

 

 

$

768

 

Cash paid for interest expense

 

$

984

 

 

$

 

 

$

1,969

 

 

$

 

2033 Notes

On September 24, 2018, the Company issued $40.0 million in aggregate principal amount of 6.25% notes due 2033 (the “2033 Notes”). The 2033 Notes were issued pursuant to the Sixth Supplemental Indenture to the Base Indenture, dated September 24, 2018 (the “2033 Notes Indenture”), between the Company and U.S. Bank, National Association, as trustee. The sale of the 2033 Notes generated net proceeds of approximately $38.4 million. Aggregate estimated offering expenses in connection with the transaction, including the underwriter’s discount and commissions were approximately $1.6 million.

The 2033 Notes will mature on October 30, 2033, unless previously repurchased in accordance with their terms. The 2033 Notes bear interest at a rate of 6.25% per year payable quarterly in arrears on January 30, April 30, July 30 and October 30 of each year, commencing on October 30, 2018 and trade on the NYSE under the symbol “HCXY.”

The 2033 Notes are the Company’s direct unsecured obligations and rank pari passu, or equally in right of payment, with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

The Company may redeem some or all of the 2033 Notes at any time, or from time to time, at the redemption price set forth under the terms of the indenture after October 30, 2023. No sinking fund is provided for the 2033 Notes. The 2033 Notes were issued in denominations of $25 and integral multiples of $25 thereof. As of June 30, 2019, the Company was in compliance with the terms of the 2033 Notes Indenture.

56


 

 

As of June 30, 2019 and December 31, 2018, the components of the carrying value of the 2033 Notes were as follows:

 

(in thousands)

 

June 30, 2019

 

 

December 31, 2018

 

Principal amount of debt

 

$

40,000

 

 

$

40,000

 

Unamortized debt issuance cost

 

 

(1,553

)

 

 

(1,573

)

Carrying value of 2033 Notes

 

$

38,447

 

 

$

38,427

 

 

For the three and six months ended June 30, 2019 and 2018, the components of interest expense and related fees and cash paid for interest expense for the 2033 Notes are as follows:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Interest expense

 

$

625

 

 

$

 

 

$

1,250

 

 

$

 

Amortization of debt issuance cost (loan fees)

 

 

27

 

 

 

 

 

 

54

 

 

 

 

Total interest expense and fees

 

$

652

 

 

$

 

 

$

1,304

 

 

$

 

Cash paid for interest expense

 

$

625

 

 

$

 

 

$

1,250

 

 

$

 

 

2021 Asset-Backed Notes

On November 13, 2014, the Company completed a $237.4 million term debt securitization in connection with which an affiliate of the Company made an offer of $129.3 million in aggregate principal amount of fixed rate asset-backed notes (the “2021 Asset-Backed Notes”). The 2021 Asset-Backed Notes were sold by Hercules Capital Funding Trust 2014-1 (the “2014 Securitization Issuer”) pursuant to a note purchase agreement, dated as of November 13, 2014, by and among the Company, Hercules Capital Funding 2014-1 LLC, as trust depositor, the 2014 Securitization Issuer, and Guggenheim Securities, LLC, as initial purchaser, and are backed by a pool of senior loans made to certain of the Company’s portfolio companies and secured by certain assets of those portfolio companies and are to be serviced by the Company. The securitization has an 18-month reinvestment period during which time principal collections may be reinvested into additional eligible loans. Interest on the 2021 Asset-Backed Notes is paid, to the extent of funds available, at a fixed rate of 3.524% per annum. The 2021 Asset-Backed Notes have a stated maturity of April 16, 2021.

In July 2018, changes in the payment schedule of obligors in the 2021 Asset-Backed Notes collateral pool triggered a rapid amortization event in accordance with the sale and servicing agreement for the 2021 Asset-Backed Notes. Due to this event, the 2021 Asset-Backed Notes were fully repaid as of October 16, 2018.

For the three and six months ended June 30, 2019 and 2018, the components of interest expense and related fees and cash paid for interest expense for the 2021 Asset-Backed Notes are as follows:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Interest expense

 

$

 

 

$

282

 

 

$

 

 

$

623

 

Amortization of debt issuance cost (loan fees)

 

 

 

 

 

30

 

 

 

 

 

 

113

 

Total interest expense and fees

 

$

 

 

$

312

 

 

$

 

 

$

736

 

Cash paid for interest expense

 

$

 

 

$

289

 

 

$

 

 

$

676

 

 

2027 Asset-Backed Notes

 

On November 1, 2018, the Company completed a term debt securitization in connection with which an affiliate of the Company made an offering of $200.0 million in aggregate principal amount of fixed rate asset-backed notes (the “2027 Asset-Backed Notes”).

The 2027 Asset-Backed Notes were issued by Hercules Capital Funding Trust 2018-1 (the “2018 Securitization Issuer”) pursuant to a note purchase agreement, dated as of October 25, 2018, by and among the Company, Hercules Capital Funding 2018-1 LLC, as trust depositor, the 2018 Securitization Issuer, and Guggenheim Securities, LLC, as initial purchaser, and are backed by a pool of senior loans made to certain portfolio companies of the Company and secured by certain assets of those portfolio companies and are to be serviced by the Company. The securitization has a reinvestment period with a scheduled termination date of October 20, 2020 during which time principal collections may be reinvested into additional eligible loans. Interest on the 2027 Asset-Backed Notes will be paid, to the extent of funds available, at a fixed rate of 4.605% per annum. The 2027 Asset-Backed Notes have a stated maturity of November 22, 2027.

57


 

 

At both June 30, 2019 and December 31, 2018, the 2027 Asset-Backed Notes had an outstanding principal balance of $200.0 million.

For the three and six months ended June 30, 2019 and 2018, the components of interest expense and related fees and cash paid for interest expense for the 2027 Asset-Backed Notes are as follows:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Interest expense

 

$

2,303

 

 

$

 

 

$

4,605

 

 

$

 

Amortization of debt issuance cost (loan fees)

 

 

69

 

 

 

 

 

 

138

 

 

 

 

Total interest expense and fees

 

$

2,372

 

 

$

 

 

$

4,743

 

 

$

 

Cash paid for interest expense

 

$

2,303

 

 

$

 

 

$

4,605

 

 

$

 

 

Under the terms of the 2027 Asset-Backed Notes, the Company is required to maintain a reserve cash balance, funded through proceeds from the sale of the 2027 Asset-Backed Notes and through interest and principal collections from the underlying securitized debt portfolio, which may be used to pay monthly interest and principal payments on the 2027 Asset-Backed Notes. The Company has segregated these funds and classified them as restricted cash. At June 30, 2019, there was approximately $6.9 million of restricted cash. There was approximately $11.6 million of restricted cash as of December 31, 2018.

2028 Asset-Backed Notes

 

On January 22, 2019, the Company completed a term debt securitization in connection with which an affiliate of the Company made an offering of $250.0 million in aggregate principal amount of fixed rate asset-backed notes (the “2028 Asset-Backed Notes”).

The 2028 Asset-Backed Notes were issued by Hercules Capital Funding Trust 2019-1 (the “2019 Securitization Issuer”) pursuant to a note purchase agreement, dated as of January 14, 2019, by and among the Company, Hercules Capital Funding 2019-1 LLC, as trust depositor, the 2019 Securitization Issuer, and Guggenheim Securities, LLC, as initial purchaser, MUFG Securities Americas Inc., as a co-manager, Wells Fargo Securities, LLC., as a co-manager, and are backed by a pool of senior loans made to certain portfolio companies of the Company and secured by certain assets of those portfolio companies and are to be serviced by the Company. Interest on the 2028 Asset-Backed Notes will be paid, to the extent of funds available, at a fixed rate of 4.703% per annum. The 2028 Asset-Backed Notes have a stated maturity of February 22, 2028.

At June 30, 2019, the 2028 Asset-Backed Notes had an outstanding principal balance of $250.0 million. There was no outstanding principal balance for the 2028 Asset-Backed Notes at December 31, 2018.

For the three and six months ended June 30, 2019 and 2018, the components of interest expense and related fees and cash paid for interest expense for the 2028 Asset-Backed Notes are as follows:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Interest expense

 

$

2,939

 

 

$

 

 

$

5,193

 

 

$

 

Amortization of debt issuance cost (loan fees)

 

 

67

 

 

 

 

 

 

117

 

 

 

 

Total interest expense and fees

 

$

3,006

 

 

$

 

 

$

5,310

 

 

$

 

Cash paid for interest expense

 

$

2,939

 

 

$

 

 

$

4,866

 

 

$

 

58


 

 

 

Under the terms of the 2028 Asset-Backed Notes, the Company is required to maintain a reserve cash balance, funded through proceeds from the sale of the 2028 Asset-Backed Notes and through interest and principal collections from the underlying securitized debt portfolio, which may be used to pay monthly interest and principal payments on the 2028 Asset-Backed Notes. The Company has segregated these funds and classified them as restricted cash. At June 30, 2019, there was approximately $8.4 million of restricted cash. There were no funds segregated as restricted cash related to the 2028 Asset-Backed Notes at December 31, 2018.

Convertible Notes

2022 Convertible Notes

On January 25, 2017, the Company issued $230.0 million in aggregate principal amount of 4.375% Convertible Notes due 2022 (the “2022 Convertible Notes”), which amount includes the additional $30.0 million aggregate principal amount of 2022 Convertible Notes issued pursuant to the initial purchaser’s exercise in full of its overallotment option. The 2022 Convertible Notes were issued pursuant to an Indenture, dated January 25, 2017 (the “2022 Convertible Notes Indenture”), between the Company and U.S. Bank, National Association, as trustee (the “2022 Trustee”). The sale of the 2022 Convertible Notes generated net proceeds of approximately $225.5 million, including $4.5 million of debt issuance costs.

The 2022 Convertible Notes mature on February 1, 2022, unless previously converted or repurchased in accordance with their terms. The 2022 Convertible Notes bear interest at a rate of 4.375% per year payable semiannually in arrears on February 1 and August 1 of each year, commencing on August 1, 2017.

The 2022 Convertible Notes are unsecured obligations of the Company and rank senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the 2022 Convertible Notes; equal in right of payment to the Company’s existing and future indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

Prior to the close of business on the business day immediately preceding August 1, 2021, holders may convert their 2022 Convertible Notes only under certain circumstances set forth in the 2022 Convertible Notes Indenture. On or after August 1, 2021 until the close of business on the scheduled trading day immediately preceding the maturity date, holders may convert their 2022 Convertible Notes at any time. Upon conversion, the Company will pay or deliver, as the case may be, at its election, cash, shares of its common stock or a combination of cash and shares of its common stock. The conversion rate is initially 60.9366 shares of common stock per $1,000 principal amount of 2022 Convertible Notes (equivalent to an initial conversion price of approximately $16.41 per share of common stock). The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, if certain corporate events occur prior to the maturity date, the Company will increase the conversion rate for a holder who elects to convert its 2022 Convertible Notes in connection with such a corporate event in certain circumstances. As of June 30, 2019, the conversion rate was 60.9366 shares of common stock per $1,000 principal amount of Convertible Senior Notes (equivalent to an adjusted conversion price of approximately $16.41 per share of common stock).

The Company may not redeem the 2022 Convertible Notes at its option prior to maturity. No sinking fund is provided for the 2022 Convertible Notes. In addition, if certain corporate events occur, holders of the 2022 Convertible Notes may require the Company to repurchase for cash all or part of their 2022 Convertible Notes at a repurchase price equal to 100% of the principal amount of the 2022 Convertible Notes to be repurchased, plus accrued and unpaid interest through, but excluding, the required repurchase date.

The 2022 Convertible Notes Indenture contains certain covenants, including covenants requiring the Company to comply with Section 18(a)(1)(A) of the 1940 Act as modified by Section 61(a)(1) and (2) of the 1940 Act and to provide financial information to the holders of the 2022 Convertible Notes and the 2022 Trustee if the Company ceases to be subject to the reporting requirements of the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the 2022 Convertible Notes Indenture. The Company offered and sold the 2022 Convertible Notes to the initial purchaser in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, for resale by the initial purchaser to qualified institutional buyers (as defined in the Securities Act) pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchaser in connection with the sale of the 2022 Convertible Notes.

59


 

 

The 2022 Convertible Notes are accounted for in accordance with ASC Subtopic 470-20 (“Debt Instruments with Conversion and Other Options”). In accounting for the 2022 Convertible Notes, the Company estimated at the time of issuance that the values of the debt and the embedded conversion feature of the 2022 Convertible Notes were approximately 98.5% and 1.5%, respectively. The original issue discount of 1.5% or $3.4 million, attributable to the conversion feature of the 2022 Convertible Notes was recorded in “capital in excess of par value” in the Consolidated Statement of Assets and Liabilities. As a result, the Company records interest expense comprised of both stated interest expense as well as accretion of the original issue discount resulting in an estimated effective interest rate of approximately 4.77%.

As of June 30, 2019 and December 31, 2018, the components of the carrying value of the 2022 Convertible Notes were as follows:

 

(in thousands)

 

June 30, 2019

 

 

December 31, 2018

 

Principal amount of debt

 

$

230,000

 

 

$

230,000

 

Unamortized debt issuance cost

 

 

(2,378

)

 

 

(2,823

)

Original issue discount, net of accretion

 

 

(1,790

)

 

 

(2,126

)

Carrying value of 2022 Convertible Notes

 

$

225,832

 

 

$

225,051

 

For the three and six months ended June 30, 2019 and 2018, the components of interest expense, fees and cash paid for interest expense for the 2022 Convertible Notes were as follows:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Interest expense

 

$

2,516

 

 

$

2,516

 

 

$

5,031

 

 

$

5,031

 

Amortization of debt issuance cost (loan fees)

 

 

223

 

 

 

223

 

 

 

446

 

 

 

446

 

Accretion of original issue discount

 

 

168

 

 

 

168

 

 

 

336

 

 

 

336

 

Total interest expense and fees

 

$

2,907

 

 

$

2,907

 

 

$

5,813

 

 

$

5,813

 

Cash paid for interest expense

 

$

5,031

 

 

$

5,031

 

 

$

5,031

 

 

$

5,031

 

As of June 30, 2019, the Company was in compliance with the terms of the indentures governing the 2022 Convertible Notes.

Credit Facilities

As of June 30, 2019 and December 31, 2018, the Company has two available credit facilities, the Wells Facility and the Union Bank Facility (together, the “Credit Facilities”).

Wells Facility

On June 29, 2015, the Company, through a special purpose wholly owned subsidiary, Hercules Funding II LLC (“Hercules Funding II”), entered into an Amended and Restated Loan and Security Agreement (the “Wells Facility”) with Wells Fargo Capital Finance, LLC, as a lender and as the arranger and the administrative agent, and the lenders party thereto from time to time.

Under the Wells Facility, Wells Fargo Capital Finance, LLC made commitments of $75.0 million, Alostar Bank of Commerce made commitments of $20.0 million, and Everbank Commercial Finance Inc. made commitments of $25.0 million. On July 31, 2018, the Company entered into a further amendment to the Wells Facility to extend the maturity date and fully repay the pro-rata portion of outstanding balances of Alostar Bank of Commerce and Everbank Commercial Finance Inc., thereby resigning both as lenders and terminating their commitments thereunder.

On January 11, 2019, the Company entered into the Seventh Amendment, or the Seventh Amendment, to the Wells Facility. Among others, the Seventh Amendment amends certain key provisions of the Wells Facility to reduce the current interest rate to LIBOR plus 3.00% with a natural floor of 3.00%. The Seventh Amendment also extends the maturity date to January 2023, unless terminated sooner in accordance with its terms. In addition, the Wells Fargo Capital Finance, LLC has committed $75.0 million in credit capacity with an accordion feature, in which the Company can increase the credit line up to an aggregate of $125.0 million, funded by additional lenders and with the agreement of Wells Fargo and subject to other customary conditions. The Wells Facility has an advance rate of 55% against eligible debt investments, and it is secured by all of the assets of Hercules Funding II. The Wells Facility requires payment of a non-use fee on a scale of 0.00% to 0.375% depending on the average monthly outstanding balance under the facility relative to the maximum amount of commitments at such time. For the three and six months ended June 30, 2019, this non-use fee was $56,000 and $118,000, respectively. For the three and six months ended June 30, 2018, this non-use fee was $78,000 and $228,000, respectively.

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The Wells Facility also includes various financial and other covenants applicable to the Company and the Company’s subsidiaries, in addition to those applicable to Hercules Funding II, including covenants relating to certain changes of control of the Company and Hercules Funding II. Among other things, these covenants also require the Company to maintain certain financial ratios, including a maximum debt to worth ratio, minimum interest coverage ratio, and a minimum tangible net worth ratio.

The Wells Facility provides for customary events of default, including, without limitation, with respect to payment defaults, breach of representations and covenants, certain key person provisions, cross acceleration provisions to certain other debt, lien and judgment limitations, and bankruptcy.

On June 20, 2011, the Company paid $1.1 million in structuring fees in connection with the original Wells Facility. In connection with an amendment to the original Wells Facility in August 2014, and subsequent amendments in December 2015, July 2018, and January 2019, the Company paid an additional $750,000, $188,000, $47,000, and $375,000 in structuring fees, respectively. These fees are being amortized through the end of the term of the Wells Facility.

The Company had aggregate draws of $158.2 million on the available facility during the six months ended June 30, 2019, offset by repayments of $160.2 million. The Company had aggregate draws of $75.7 million on the available facility during the six months ended June 30, 2018, offset by repayments of $75.7 million. As of June 30, 2019, the Company has borrowings outstanding of $11.1 million on the facility. The Company had borrowings outstanding of $13.1 million on the facility at December 31, 2018.

For the three and six months ended June 30, 2019 and 2018, the components of interest expense and related fees and cash paid for interest expense for the Wells Facility are as follows:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Interest expense

 

$

226

 

 

$

746

 

 

$

394

 

 

$

746

 

Amortization of debt issuance cost (loan fees)

 

 

167

 

 

 

44

 

 

 

244

 

 

 

89

 

Total interest expense and fees

 

$

393

 

 

$

790

 

 

$

638

 

 

$

835

 

Cash paid for interest expense

 

$

210

 

 

$

478

 

 

$

335

 

 

$

478

 

Union Bank Facility

On February 20, 2019, the Company, through a special purpose wholly owned subsidiary, Hercules Funding IV LLC (“Hercules Funding IV”), as borrower, entered into the credit facility (the “Union Bank Facility”) with MUFG Union Bank, as the arranger and administrative agent, and the lenders party to the Union Bank Facility from time to time. The Union Bank Facility replaced the company’s credit facility (the “Prior Union Bank Facility”) entered into on May 5, 2016 (as amended and restated from time to time) with MUFG Union Bank, as the arranger and administrative agent, and the lenders party to the Prior Union Bank Facility from time to time. Any references to amounts related to the Union Bank Facility prior to February 20, 2019 were incurred and relate to the Prior Union Bank Facility.

Under the Union Bank Credit Facility, the lenders have made commitments of $200.0 million. Borrowings under the Union Bank Credit Facility will generally bear interest at a rate per annum equal to LIBOR plus 2.70%, and the facility matures on February 20, 2023. The Union Bank Facility contains an accordion feature, in which the Company can increase the credit line up to an aggregate of $300.0 million, funded by additional lenders and with the agreement of MUFG Union Bank and subject to other customary conditions. There can be no assurances that additional lenders will join the Union Bank Facility to increase available borrowings. The Union Bank Facility generally has an advance rate of 55% against eligible debt investments. The Union Bank Facility is secured by all of the assets of Hercules Funding IV.

The Company paid a one-time $1.6 million in structuring fees in connection with the Union Bank Facility. The Union Bank Facility requires payment of a non-use fee during the revolving credit availability period of 0.50% depending on the average monthly outstanding balance under the facility relative to the maximum amount of commitments at such time. For the three and six months ended June 30, 2019, the company incurred non-use fees of $186,000 and $341,000, respectively. For the three and six months ended June 30, 2018, the company incurred non-use fees under the Prior Union Bank Facility of $50,000 and $143,000, respectively.

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The Union Bank Facility also includes various financial and other covenants applicable to the Company and its subsidiaries, in addition to those applicable to Hercules Funding IV, including covenants relating to certain changes of control of the Company and Hercules Funding IV. Among other things, these covenants also require the Company to maintain certain financial ratios, including a maximum debt to worth ratio, minimum interest coverage ratio, minimum portfolio funding liquidity, and a minimum tangible net worth in an amount that is in excess of $700.0 million plus 90% of the cumulative amount of equity raised after December 31, 2018. As of June 30, 2019, the minimum tangible net worth covenant increased to $785.9 million as a result of the equity raised after December 31, 2018. See “Note 6 - Stockholder’s Equity.”

The Union Bank Facility provides for customary events of default, including with respect to payment defaults, breach of representations and covenants, servicer defaults, certain key person provisions, cross default provisions to certain other debt, lien and judgment limitations, and bankruptcy.

On June 28, 2019, Hercules Funding IV entered into the First Amendment, or the Union Bank Facility Amendment, to the Union Bank Facility. The Union Bank Facility Amendment amends certain provisions of the Union Bank Facility to, among other things, (i) delete the financial covenant with respect to maintaining minimum portfolio funding liquidity, (ii) add a covenant prohibiting Hercules Funding IV from acquiring or owning unfunded commitments to makers of certain notes receivable, and (iii) revise certain provisions thereof to further permit a third party special servicer to act as servicer after an event of default instead of the Company with respect to split-funded notes receivable owned by Hercules Funding IV and an affiliate thereof (including Hercules Funding II).

The Company had aggregate draws of $247.0 million on the available facility during the six months ended June 30, 2019, offset by repayments of $204.5 million. The Company had aggregate draws of $75.0 million on the available facility during the six months ended June 30, 2018, offset by repayments of $16.7 million. As of June 30, 2019, the Company has borrowings outstanding of $82.3 million on the facility. The Company had borrowings outstanding of $39.8 million on the facility at December 31, 2018.

For the three and six months ended June 30, 2019 and 2018, the components of interest expense and related fees and cash paid for interest expense for the previous and current Union Bank Facility are as follows:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Interest expense

 

$

705

 

 

$

565

 

 

$

889

 

 

$

565

 

Amortization of debt issuance cost (loan fees)

 

 

438

 

 

 

78

 

 

 

768

 

 

 

152

 

Total interest expense and fees

 

$

1,143

 

 

$

643

 

 

$

1,657

 

 

$

717

 

Cash paid for interest expense

 

$

487

 

 

$

281

 

 

$

635

 

 

$

281

 

 

5. Income Taxes

The Company intends to operate so as to qualify to be subject to tax as a RIC under Subchapter M of the Code and, as such, will not be subject to U.S. federal income tax on the portion of taxable income (including gains) distributed as dividends for U.S. federal income tax purposes to stockholders. Taxable income includes the Company’s taxable interest, dividend and fee income, reduced by certain deductions, as well as taxable net realized securities 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 such gains or losses are not included in taxable income until they are realized.

To qualify and be subject to tax as a RIC, the Company is required to meet certain income and asset diversification tests in addition to distributing dividends of an amount generally at least equal to 90% of its investment company taxable income, as defined by the Code and determined without regard to any deduction for distributions paid, to its stockholders. The amount to be paid out as a distribution 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 dividend distributions declared, however, a portion of the total amount of the Company’s distributions for the fiscal year may be deemed a return of capital for tax purposes to the Company’s stockholders.

During the three months ended June 30, 2019, the Company declared and paid a distribution of $0.33 per share. The determination of the tax attributes of the Company’s distributions is made annually as of the end of the Company’s taxable year generally based upon its taxable income for the full taxable year and distributions paid for the full taxable year. As a result, a determination made on a quarterly basis may not be representative of the actual tax attributes of the Company’s distributions for a full taxable year. If the Company had determined the tax attributes of our distributions taxable year-to-date as of June 30, 2019, 100% would be from our current and accumulated earnings and profits. However, there can be no certainty to stockholders that this determination is representative of what the actual tax attributes of the Company’s 2019 distributions to stockholders will be.

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As a RIC, the Company will be subject to a 4% nondeductible U.S. federal excise tax on certain undistributed income unless the Company makes distributions treated as dividends for U.S. federal income tax purposes in a timely manner to its stockholders in respect of each calendar year of an amount at least equal to the sum of (1) 98% of the Company’s ordinary income (taking into account certain deferrals and elections) for each calendar year, (2) 98.2% of the Company’s capital gain net income (adjusted for certain ordinary losses) for the 1-year period ending October 31 of each such calendar year and (3) any ordinary income and capital gain net income realized, but not distributed, in preceding calendar years (the “Excise Tax Avoidance Requirement”). The Company will not be subject to this excise tax on any amount on which the Company incurred U.S. federal corporate income tax (such as the tax imposed on a RIC’s retained net capital gains).

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

The Company has taxable subsidiaries which hold certain portfolio investments in an effort to limit potential legal liability and/or comply with source-income type requirements contained in the RIC tax provisions of the Code. These taxable subsidiaries are consolidated for U.S. GAAP and the portfolio investments held by the taxable subsidiaries are included in the Company’s consolidated financial statements, and are recorded at fair value. These taxable subsidiaries are not consolidated with the Company for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities as a result of their ownership of certain portfolio investments. Any income generated by these taxable subsidiaries generally would be subject to tax at normal corporate tax rates based on its taxable income.

Taxable income for the six months ended June 30, 2019 was approximately $71.4 million or $0.73 per share. Taxable net realized gains for the same period were $9.4 million or approximately $0.10 per share. Taxable income for the six months ended June 30, 2018 was approximately $51.0 million or $0.59 per share. Taxable net realized gains for the same period were $4.2 million or approximately $0.05 per share.

For the six months ended June 30, 2019, the Company paid approximately $1.4 million of tax expense and had $320,000 accrued but unpaid tax expense as of the balance sheet date. For the six months ended June 30, 2018, the Company paid approximately $671,000 of tax expense and had no accrued but unpaid tax expense as of the balance sheet date.

The Company intends to timely distribute to its stockholders substantially all of our annual taxable income for each year, except that it may retain certain net capital gains for reinvestment and, depending upon the level of taxable income earned in a year, may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax.

6. Stockholders’ Equity

On September 7, 2017, the Company entered into an At-The-Market, or ATM equity distribution agreement, or the Prior Equity Distribution Agreement, with JMP Securities LLC, or JMP. The Prior Equity Distribution Agreement, provided that the Company may offer and sell up to 12.0 million shares of its common stock from time to time through JMP, as its sales agent.

On May 6, 2019, the Company terminated the Prior Equity Distribution Agreement and entered into a new ATM equity distribution agreement, or the Equity Distribution Agreement. As a result, the remaining shares that were available under the Prior Equity Distribution agreement are no longer available for issuance. The Equity Distribution Agreement provides that the Company may offer and sell up to 12.0 million shares of its common stock from time to time through JMP, as its sales agent. Sales of the Company’s common stock, if any, may be made in negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule 415 under the Securities Act, including sales made directly on the NYSE or similar securities exchange or sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices.

During both three and six months ended June 30, 2019, the Company sold approximately 2.0 million shares of common stock, of which 679,000 shares and 1.3 million shares were issued under the Prior Equity Distribution Agreement and the Equity Distribution Agreement, respectively. For the same period, the Company received total accumulated net proceeds of approximately $25.1 million, including $311,000 of offering expenses, from these sales, of which $8.5 million, including offering expense of $146,000, was received under the Prior Equity Distribution Agreement and $16.6 million, including offering expense of $165,000, was received under the Equity Distribution Agreement.

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The Company generally uses net proceeds from these offerings to make investments, to repurchase or pay down liabilities and for general corporate purposes. As of June 30, 2019, approximately 10.7 million shares remain available for issuance and sale under the Equity Distribution Agreement. See “Note 12 – Subsequent Events”.

On June 14, 2018, the Company closed its underwritten public offering of 6.9 million shares of common stock, including an over-allotment option to purchase an additional 900,000 shares of common stock (“June 2018 Equity Offering”). The offering generated net proceeds, before expenses, of $81.3 million, including the underwriting discount and commissions of $2.6 million.

On December 17, 2018, the Board of Directors authorized a stock repurchase plan permitting the Company to repurchase up to $25.0 million of its common stock until June 18, 2019, after which the plan expired. The Company had no common stock repurchases during 2019. During the year ended December 31, 2018, the Company repurchased 376,466 shares of its common stock at an average price per share of $10.77 and a total cost of approximately $4.1 million.

On June 17, 2019, the Company closed its underwritten public offering of 5.8 million shares of common stock, including an over-allotment option to purchase an additional 750,000 shares of common stock (“June 2019 Equity Offering”). The offering generated net proceeds, before expenses, of $70.5 million, including the underwriting discount and commissions of $2.2 million.

The Company has issued stock options for common stock subject to future issuance, of which 467,641 and 481,032 were outstanding at June 30, 2019 and December 31, 2018, respectively.

7. Equity Incentive Plans

The Company and its stockholders authorized and adopted the 2004 Equity Incentive Plan (the “2004 Plan”) for purposes of attracting and retaining the services of its executive officers and key employees.

The Company and its stockholders have authorized and adopted the 2006 Non-Employee Director Plan (the “2006 Plan” and, together with the 2004 Plan, the “Plans”) for purposes of attracting and retaining the services of its Board of Directors. On June 21, 2017, the 2006 Plan expired in accordance with its terms and no additional awards may be granted under the 2006 Plan.

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

During 2012, the Compensation Committee adopted a policy that provided for awards with different vesting schedules for short and long-term awards. All restricted stock grants under the 2004 Plan made prior to March 4, 2013 continue to vest on a monthly basis following their one-year anniversary over the succeeding 36 months. Under the 2004 Plan, restricted stock awarded subsequent to March 3, 2013 vests subject to continued employment based on two vesting schedules: short-term awards vest one-half on the one year anniversary of the date of the grant and quarterly over the succeeding 12 months, and long-term awards vest one-fourth on the one year anniversary of the date of grant and quarterly over the succeeding 36 months. No restricted stock was granted pursuant to the 2004 Plan prior to 2009.

On December 29, 2016, the Board of Directors approved an amendment and restatement of the 2004 Plan. The amended plan provides, in addition to the preexisting types of awards available for grant thereunder and among other things, (1) for the grant of restricted stock units; (2) for the deferral of the receipt of the shares of the Company’s common stock underlying vested restricted stock units; (3) that grantees may receive up to 10% of the value of the tentative restricted stock unit grants proposed for any grantee in the form of an option to acquire shares of the Company’s common stock; (4) that awards of restricted stock units may include performance vesting conditions; (5) that awards may require that all or a portion of the shares of the Company’s common stock delivered in respect of any vested restricted stock unit award be subject to a specified post-delivery holding period; and (6) that restricted stock unit awards may accrue distribution equivalents in respect of the Company’s common stock underlying any restricted stock unit award payable in the form of cash or additional shares of the Company’s common stock to the extent, and in respect of, any vested restricted stock units.

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On May 2, 2018, the Company granted long-term Retention Performance Stock Unit awards (the “Retention PSUs”) under the 2004 Plan and separate cash bonus awards with similar terms (the “Cash Awards”) to senior personnel. The awards are designed to provide incentives that increase along with the total shareholder return (“TSR”). On May 2, 2018, the target number of Retention PSUs granted to senior personnel was 1,299,757 in the aggregate and the target amount of the Cash Awards granted to senior personnel was $4.0 million in the aggregate. As of June 30, 2019, there were 1.3 million Retention PSUs outstanding at target and the target amount of the Cash Awards was $3.0 million in the aggregate.

The Retention PSUs and Cash Awards do not vest until the fourth anniversary “cliff vest” of the grant date (or a change in control of the Company, if earlier) and the Retention PSUs must generally be held and not disposed of until the fifth anniversary of the grant date, except in the event of death, disability or a change in control (the “Performance Period”). No Retention PSUs or Cash Awards will vest if the Company’s TSR relative to certain specified publicly traded business development companies (BDCs) is not at or above the 25th percentile level of such BDCs. 50% of the target Cash Award and target number of Retention PSUs will vest if the Company’s TSR performance relative to such BDCs is at the 25th percentile level. 100% of the target Cash Award and target number of Retention PSUs will vest if the Company’s TSR performance relative to such BDCs is at the 50th percentile level. 200% of the target Cash Award and target number of Retention PSUs will vest if the Company’s TSR performance relative to such BDCs is at the 90th percentile level. If the Company’s TSR performance is between the 25th percentile and the 50th percentile, or between the 50th percentile and the 90th percentile, of such BDCs, the amount of the Cash Awards vested and payable and the number of vested and payable Retention PSUs will be determined by linear interpolation between the foregoing metrics. Dividend equivalents will accrue in respect only of the Retention PSUs in the form of additional Retention PSUs, but will not be paid unless the Retention PSUs to which such dividend equivalents relate actually vest. The Cash Awards are not eligible to accrue dividend equivalents.

The Company follows ASC Topic 718 (“Compensation – Stock Compensation”) to account for the Retention PSUs and Cash Awards granted. Under ASC Topic 718, compensation cost associated with Retention PSUs is measured at the grant date based on the fair value of the award and is recognized over the Performance Period. As the Cash Awards are settled in cash, the award is expensed as a liability, and will be re-measured at each reporting period until the Performance Period is complete. The compensation expense for these awards is based on the per unit grant date valuation using a Monte-Carlo simulation multiplied by the target payout level. The payout level is calculated based the Company’s TSR relative to specified BDCs during the performance period.

As of June 30, 2019, all of Retention PSUs and Cash Awards were unvested and there was approximately $13.0 million of total unrecognized compensation costs related to the Retention PSUs. These costs are expected to be recognized over a weighted average remaining vesting period of 2.84 years. As of June 30, 2019, there was approximately $802,000 of accumulated compensation expense related to the Cash Awards. The accumulated expense related to the Cash Awards is included within the Consolidated Statement of Assets and Liabilities.

On May 13, 2018, the Board of Directors further amended and restated the 2004 Plan and renamed it the Hercules Capital, Inc. Amended and Restated 2018 Equity Incentive Plan (the “2018 Equity Incentive Plan”). Under the 2004 Plan, prior to the amendment and restatement, the Company was authorized to issue 12.0 million shares of common stock. The 2018 Equity Incentive Plan, among other things, increased the number of shares available for issuance to eligible participants by an additional 6.7 million shares. Unless sooner terminated by the Board, the 2018 Equity Incentive Plan will terminate on the day before the tenth anniversary of the date the 2018 Equity Incentive Plan was initially adopted in 2018 by the Board. On May 13, 2018, the Board of Directors adopted the Hercules Capital, Inc. 2018 Non-employee Director Plan (the “Director Plan”). The Director Plan provides equity compensation in the form of restricted stock to the Company’s non-employee directors. Subject to certain adjustments, the maximum aggregate number of shares of stock that may be authorized for issuance as restricted stock awards granted under the Director Plan is 300,000 shares. Unless sooner terminated by the Board, the Director Plan will terminate on the day before the tenth anniversary of the date the Director Plan was initially adopted in 2018 by the Board. The 2018 Equity Incentive Plan and the Director Plan were each approved by stockholders on June 28, 2018. For further information, see our Proxy Statement filed with the SEC on May 29, 2018 in connection with our 2018 Annual Meeting of Stockholders.

Additionally, on May 29, 2018, the Company filed an exemptive application with the SEC and an amendment to the application on September 27, 2018, with respect to the 2018 Equity Incentive Plan and the Director Plan for exemptive relief from certain provisions of the 1940 Act. On January 30, 2019, the Company received approval from the SEC on its request for exemptive relief that permits it to issue restricted stock to non-employee directors under the Director Plan and restricted stock and restricted stock units to certain of its employees, officers, and directors (excluding non-employee directors) under the 2018 Equity Incentive Plan. The exemptive order also allows participants in the Director Plan and the 2018 Equity Incentive Plan to (i) elect to have the Company withhold shares of its common stock to pay for the exercise price and applicable taxes with respect to an option exercise (“net issuance exercise”) and/or (ii) permit the holders of restricted stock to elect to have the Company withhold shares of its stock to pay the applicable taxes due on restricted stock at the time of vesting. Each individual employee would be able to make a cash payment to satisfy applicable tax withholding at the time of option exercise or vesting on restricted stock.

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The following table summarizes the common stock options activities for the six months ended June 30, 2019 and 2018:

 

 

Six Months Ended June 30,

 

 

2019

 

 

2018

 

 

Common

Stock

Options

 

 

Weighted

Average

Exercise Price

 

 

Common

Stock

Options

 

 

Weighted

Average

Exercise Price

 

Outstanding at December 31,

 

481,032

 

 

$

13.40

 

 

 

590,525

 

 

$

13.60

 

Granted

 

55,000

 

 

$

12.64

 

 

 

78,000

 

 

$

12.48

 

Exercised

 

(14,113

)

 

$

11.39

 

 

 

(38,319

)

 

$

11.31

 

Forfeited

 

(1,613

)

 

$

12.16

 

 

 

(26,073

)

 

$

13.00

 

Expired

 

(52,665

)

 

$

14.82

 

 

 

(31,095

)

 

$

14.43

 

Outstanding at June 30,

 

467,641

 

 

$

13.21

 

 

 

573,038

 

 

$

13.58

 

Shares Expected to Vest at June 30,

 

167,238

 

 

$

13.46

 

 

 

198,300

 

 

$

13.58

 

 

Options generally vest 33% one year after the date of grant and ratably over the succeeding 24 months. All options may be exercised for a period ending seven years after the date of grant. At June 30, 2019, options for approximately 467,641 shares were outstanding at a weighted average exercise price of approximately $13.21 per share with weighted average of remaining contractual term of 4.92 years and an aggregate intrinsic value of $179,000. At June 30, 2019, options for approximately 300,403 shares were exercisable at a weighted average exercise price of approximately $13.46 per share with weighted average of remaining contractual term of 4.22 years and an aggregate intrinsic value of $134,000.

The Company determined that the fair value of options granted under the 2018 Equity Incentive Plan during the six months ended June 30, 2019 and 2018 was approximately $21,000 and $44,000, respectively. During the six months ended June 30, 2019 and 2018, approximately $23,000 and $28,000 of share-based cost due to stock option grants was expensed, respectively. As of June 30, 2019, there was approximately $71,471 of total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of 2.00 years.

The Company follows ASC Topic 718 to account for stock options granted. Under ASC Topic 718, compensation expense associated with stock-based compensation is measured at the grant date based on the fair value of the award and is recognized over the vesting period. Determining the appropriate fair value model and calculating the fair value of stock-based awards at the grant date requires judgment, including estimating stock price volatility, forfeiture rate and expected option life. 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 six months ended June 30, 2019 and 2018 is as follows:

 

 

 

Six Months Ended June 30,

 

 

 

2019

 

 

2018

 

Expected Volatility

 

18.40%

 

 

21.19%

 

Expected Dividends

 

10%

 

 

10%

 

Expected term (in years)

 

 

4.5

 

 

 

4.5

 

Risk-free rate

 

1.72% - 2.62%

 

 

2.19% - 2.90%

 

 

During the six months ended June 30, 2019 and 2018, the Company granted 57,324 shares and 334,995 shares, respectively, of restricted stock awards pursuant to the 2018 Equity Incentive Plan and the Director Plan. The Company determined that the fair values, based on grant date close price, of restricted stock awards granted under the 2018 Equity Incentive Plan and the Director Plan during the six months ended June 30, 2019 and 2018 were approximately $716,526 and $4.4 million, respectively. As of June 30, 2019, there were approximately $2.9 million of total unrecognized compensation costs related to restricted stock awards. These costs are expected to be recognized over a weighted average period of 1.77 years.

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The following table summarizes the activities for the Company’s unvested restricted stock awards for the six months ended June 30, 2019 and 2018:

 

 

Six Months Ended June 30,

 

 

2019

 

 

2018

 

 

Restricted

Stock Awards

 

 

Weighted Average

Grant Date

Fair Value

 

 

Restricted

Stock Awards

 

 

Weighted Average

Grant Date

Fair Value

 

Unvested at December 31,

 

380,870

 

 

$

12.95

 

 

 

261,245

 

 

$

12.43

 

Granted

 

57,324

 

 

$

12.50

 

 

 

334,995

 

 

$

13.04

 

Vested

 

(180,779

)

 

$

12.83

 

 

 

(125,735

)

 

$

12.73

 

Forfeited

 

 

 

$

 

 

 

(3,085

)

 

$

11.70

 

Unvested at June 30,

 

257,415

 

 

$

12.94

 

 

 

467,420

 

 

$

12.79

 

During the six months ended June 30, 2019 and 2018, the Company granted approximately 1,022,144 shares and 411,689 shares, respectively, of restricted stock units pursuant to the 2018 Equity Incentive Plan. The Company also granted approximately 100,544 shares and 39,617 shares, respectively, of distribution equivalent units pursuant to the 2018 Equity Incentive Plan. The Company determined that the fair values, based on grant date close price, of restricted stock units granted under the 2018 Equity Incentive Plan during the six months ended June 30, 2019 and 2018, were approximately $14.8 million and $5.4 million, respectively. As of June 30, 2019, there were approximately $15.7 million of total unrecognized compensation costs related to restricted stock units. These costs are expected to be recognized over a weighted average period of 2.25 years.

The following table summarizes the activities for the Company’s unvested restricted stock units for the six months ended June 30, 2019 and 2018:

 

 

Six Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2019

 

 

2018

 

 

Restricted

Stock Units

 

 

Weighted Average

Grant Date

Fair Value

 

 

Restricted

Stock Units

 

 

Weighted Average

Grant Date

Fair Value

 

Unvested at December 31,

 

732,533

 

 

$

13.50

 

 

 

594,322

 

 

$

12.99

 

Granted

 

1,022,144

 

 

$

13.11

 

 

 

411,689

 

 

$

13.04

 

Distribution Equivalent Unit Granted

 

100,544

 

 

$

 

 

 

39,617

 

 

$

11.90

 

Vested (1)

 

(300,710

)

 

$

13.50

 

 

 

(251,194

)

 

$

12.70

 

Forfeited

 

(1,222

)

 

$

13.62

 

 

 

(5,841

)

 

$

12.63

 

Unvested at June 30,

 

1,553,289

 

 

$

13.24

 

 

 

788,593

 

 

$

12.43

 

 

(1)

With respect to restricted stock units granted subsequent to January 1, 2017, receipt of the shares of the Company’s common stock underlying vested restricted stock units will be deferred for 4 years from grant date unless certain conditions are met. Accordingly, such vested restricted stock units will not be issued as common stock upon vesting until the completion of the deferral period.

During the six months ended June 30, 2019, the Company expensed approximately $4.8 million of compensation expense related to restricted stock awards and restricted stock units. The Company had approximately $4.3 million in compensation expense related to restricted stock awards and restricted stock units during the six months ended June 30, 2018.

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8. Earnings Per Share

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

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands, except per share data)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Numerator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase in net assets resulting from operations

 

$

48,131

 

 

$

52,060

 

 

$

109,716

 

 

$

58,006

 

Less: Distributions declared-common and restricted shares

 

 

(32,151

)

 

 

(26,678

)

 

 

(62,051

)

 

 

(53,097

)

Undistributed earnings

 

 

15,980

 

 

 

25,382

 

 

 

47,665

 

 

 

4,909

 

Undistributed earnings-common shares

 

 

15,940

 

 

 

25,246

 

 

 

47,549

 

 

 

4,879

 

Add: Distributions declared-common shares

 

 

32,069

 

 

 

26,532

 

 

 

61,898

 

 

 

52,779

 

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

 

$

48,009

 

 

$

51,778

 

 

$

109,447

 

 

$

57,658

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average common shares outstanding

 

 

98,223

 

 

 

87,125

 

 

 

97,226

 

 

 

85,868

 

Common shares issuable

 

 

514

 

 

 

74

 

 

 

404

 

 

 

71

 

Weighted average common shares outstanding assuming dilution

 

 

98,737

 

 

 

87,199

 

 

 

97,630

 

 

 

85,939

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in net assets per common share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.49

 

 

$

0.59

 

 

$

1.13

 

 

$

0.67

 

Diluted

 

$

0.49

 

 

$

0.59

 

 

$

1.12

 

 

$

0.67

 

 

In the table above, unvested share-based payment awards that have non-forfeitable rights to distributions or distribution equivalents are treated as participating securities for calculating earnings per share. Unvested common stock options and restricted stock units are also considered for the purpose of calculating diluted earnings per share.

For the three and six months ended June 30, 2019 and 2018, the effect of the 2022 Convertible Notes under the treasury stock method was anti-dilutive and, accordingly, was excluded from the calculation of diluted earnings per share.

 

The calculation of change in net assets resulting from operations per common share—assuming dilution, excludes all anti-dilutive shares. For the three months ended June 30, 2019, the number of anti-dilutive shares, as calculated based on the weighted average closing price of the Company’s common stock for the periods, consisted of 3.7 million shares of 2022 Convertible Notes, 27,228 shares of unvested common stock options, no shares of unvested restricted stock units, and no shares of unvested Retention PSUs. For the six months ended June 30, 2019, the number of anti-dilutive shares, as calculated based on the weighted average closing price of the Company’s common stock for the periods, consisted of 3.9 million shares of 2022 Convertible Notes, 32,810 shares of unvested common stock options, no shares of unvested restricted stock units, and no shares of unvested Retention PSUs. For the three and six months ended June 30, 2018, the number of anti-dilutive shares, as calculated based on the weighted average closing price of the Company’s common stock for the periods, consisted of 4.6 million and 4.5 million shares related to 2022 Convertible Notes, 74,845 shares and 74,006 shares of unvested common stock options, 803 shares and no shares of unvested restricted stock units, and 97,777 shares and 45,958 shares of unvested Retention PSUs.

At both June 30, 2019 and December 31, 2018, the Company was authorized to issue 200.0 million shares of common stock with a par value of $0.001. Each share of common stock entitles the holder to one vote.

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9. Financial Highlights

Following is a schedule of financial highlights for the six months ended June 30, 2019 and 2018:  

 

 

Six Months Ended June 30,

 

 

2019

 

 

2018

 

Per share data (1):

 

 

 

 

 

 

 

Net asset value at beginning of period

$

9.90

 

 

$

9.96

 

Net investment income

 

0.66

 

 

 

0.57

 

Net realized gain (loss) on investments

 

0.09

 

 

 

(0.16

)

Net unrealized appreciation (depreciation) on investments

 

0.38

 

 

 

0.26

 

Total from investment operations

 

1.13

 

 

 

0.67

 

Net increase (decrease) in net assets from capital share transactions (1)

 

0.16

 

 

 

0.15

 

Distributions of net investment income (6)

 

(0.64

)

 

 

(0.62

)

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

 

0.04

 

 

 

0.06

 

Net asset value at end of period

$

10.59

 

 

$

10.22

 

 

 

 

 

 

 

 

 

Ratios and supplemental data:

 

 

 

 

 

 

 

Per share market value at end of period

$

12.82

 

 

$

12.65

 

Total return (3)

 

21.57

%

 

 

1.24

%

Shares outstanding at end of period

 

104,282

 

 

 

94,260

 

Weighted average number of common shares outstanding

 

97,226

 

 

 

85,868

 

Net assets at end of period

$

1,104,684

 

 

$

963,697

 

Ratio of total expense to average net assets (4)

 

12.92

%

 

 

11.59

%

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

 

13.03

%

 

 

11.45

%

Portfolio turnover rate (5)

 

14.72

%

 

 

28.31

%

Weighted average debt outstanding

$

1,119,440

 

 

$

813,889

 

Weighted average debt per common share

$

11.51

 

 

$

9.48

 

 

(1)

All per share activity is calculated based on the weighted average shares outstanding for the relevant period, except net increase (decrease) in net assets from capital share transactions, which is based on the common shares outstanding as of the relevant balance sheet date.

(2)

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

(3)

The total return for the six months ended June 30, 2019 and 2018 equals the change in the ending market value over the beginning of the period price per share plus distributions paid per share during the period, divided by the beginning price assuming the distribution is reinvested on the date of the distribution. As such, the total return is not annualized. The total return does not reflect any sales load that must be paid by investors.

(4)

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

(5)

The portfolio turnover rate for the six months ended June 30, 2019 and 2018 equals the lesser of investment portfolio purchases or sales during the period, divided by the average investment portfolio value during the period. As such, portfolio turnover rate is not annualized.

(6)

Includes distributions on unvested restricted stock awards.

10. Commitments and Contingencies

 

The Company’s commitments and contingencies consist primarily of unused commitments to extend credit in the form of loans to the Company’s portfolio companies. A portion of these unfunded contractual commitments as of June 30, 2019 are dependent upon the portfolio company reaching certain milestones before the debt commitment becomes available. Furthermore, the Company’s credit agreements contain customary lending provisions which allow the Company relief from funding obligations for previously made commitments in instances where the underlying company experiences materially adverse events that affect the financial condition or business outlook for the Company. Since a portion of these commitments may expire without being drawn, unfunded contractual commitments do not necessarily represent future cash requirements. As such, the Company’s disclosure of unfunded contractual commitments includes only those which are available at the request of the portfolio company and unencumbered by milestones.

At June 30, 2019, the Company had approximately $177.2 million of unfunded commitments, including undrawn revolving facilities, which were available at the request of the portfolio company and unencumbered by milestones.

The Company also had approximately $40.0 million of non-binding term sheets outstanding at June 30, 2019. Non-binding outstanding term sheets are subject to completion of the Company’s due diligence and final investment committee approval process, as well as the negotiation of definitive documentation with the prospective portfolio companies. These non-binding term sheets generally convert to contractual commitments in approximately 90 days from signing. Not all non-binding term sheets are expected to close and do not necessarily represent future cash requirements.

69


 

 

The fair value of the Company’s unfunded commitments is considered to be immaterial as the yield determined at the time of underwriting is expected to be materially consistent with the yield upon funding, given that interest rates are generally pegged to market indices and given the existence of milestones, conditions and/or obligations imbedded in the borrowing agreements.

As of June 30, 2019, the Company’s unfunded contractual commitments available at the request of the portfolio company, including undrawn revolving facilities, and unencumbered by milestones are as follows:

 

(in thousands)

 

 

 

 

Portfolio Company

 

Unfunded

Commitments (1)

 

SeatGeek, Inc.

 

$

45,000

 

Tricida, Inc.

 

 

35,000

 

Urovant Sciences, Ltd.

 

 

30,000

 

Aldeyra Therapeutics

 

 

15,000

 

Constellation Pharmaceuticals, Inc.

 

 

10,000

 

Postmates, Inc.

 

 

10,000

 

Clarabridge, Inc.

 

 

5,000

 

X4 Pharmaceuticals, Inc

 

 

5,000

 

ThreatConnect, Inc.

 

 

4,000

 

Campaign Monitor Limited

 

 

3,667

 

Businessolver.com, Inc.

 

 

3,443

 

Fastly, Inc.

 

 

3,333

 

Lendio, Inc.

 

 

2,500

 

The CM Group LLC

 

 

1,750

 

Greenphire, Inc.

 

 

1,250

 

FPX, LLC

 

 

1,000

 

Cloud 9 Software

 

 

500

 

Yipit, LLC

 

 

425

 

Salsa Labs, Inc.

 

 

350

 

Total

 

$

177,218

 

 

(1)

Amount represents unfunded commitments, including undrawn revolving facilities, which are available at the request of the portfolio company. Amount excludes unfunded commitments which are unavailable due to the borrower having not met certain milestones.

The Company’s contractual obligations as of June 30, 2019 include:  

 

 

 

Payments due by period (in thousands)

 

Contractual Obligations (1)

 

Total

 

 

Less than 1 year

 

 

1 - 3 years

 

 

3 - 5 years

 

 

After 5 years

 

Borrowings (2)(3)

 

$

1,187,421

 

 

$

 

 

$

341,105

 

 

$

281,316

 

 

$

565,000

 

Lease and License Obligations (4)

 

 

14,224

 

 

 

3,221

 

 

 

5,912

 

 

 

4,313

 

 

 

778

 

Total

 

$

1,201,645

 

 

$

3,221

 

 

$

347,017

 

 

$

285,629

 

 

$

565,778

 

 

(1)

Excludes commitments to extend credit to the Company’s portfolio companies.

(2)

Includes $149.0 million in principal outstanding under the SBA debentures, $150.0 million of the 2022 Notes, $75.0 million of the 2025 Notes, $40.0 million of the 2033 Notes, $200.0 million of the 2027 Asset-Backed Notes, $250.0 million of the 2028 Asset-Backed Notes, $230.0 million of the 2022 Convertible Notes, $11.1 million outstanding under the Wells Facility, and $82.3 million outstanding under the Union Bank Credit Facility as of June 30, 2019.

(3)

Amounts represent future principal repayments and not the carrying value of each liability. See Note 4 to the Company’s consolidated financial statements.

(4)

Facility leases and licenses including short-term leases.

Certain premises are leased or licensed under agreements which expire at various dates through June 2027. Total rent expense, including short-term leases, amounted to approximately $623,000 and $1.2 million during the three and six months ended June 30, 2019. Total rent expense amounted to approximately $510,000 and $961,000 during the three and six months ended June 30, 2018. The Company recognizes an operating lease liability and a ROU asset for all leases, with the exception of short-term leases. The lease payments on short-term leases are recognized as rent expense on a straight-line basis. The discount rate applied to measure each ROU asset and lease liability is based on the Company’s weighted average cost of debt. The Company considers the general economic environment and its credit rating and factors in various financing and asset specific adjustments to ensure the discount rate applied is appropriate to the intended use of the underlying lease. While some of the leases contained options to extend and terminate, it is not reasonably certain that either option will be utilized and therefore, only the payments in the initial term of the leases were included in the lease liability and ROU asset.

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The following table sets forth information related to the measurement of the Company’s operating lease liabilities as of June 30, 2019:

 

(dollars in thousands)

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

Total operating lease cost

 

$

575

 

 

$

1,150

 

Cash paid for amounts included in the measurement of lease liabilities

 

$

536

 

 

$

1,073

 

 

 

 

As of June 30, 2019

 

Weighted-average remaining lease term (in years)

 

 

4.12

 

Weighted-average discount rate

 

 

5.65

%

 

The following table shows future minimum lease payments under the Company’s operating leases and a reconciliation to the operating lease liability as of June 30, 2019:

 

(in thousands)

 

 

 

 

2019

 

$

1,082

 

2020

 

 

2,247

 

2021

 

 

2,322

 

2022

 

 

2,385

 

2023

 

 

1,640

 

Total lease payments

 

 

9,676

 

Less: imputed interest

 

 

(1,146

)

Total operating lease liability

 

$

8,530

 

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

11. Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, Leases (Topic 842) in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under prior GAAP. ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. The Company adopted ASU 2016-02 in the first quarter of 2019 utilizing the modified retrospective transition method through a cumulative-effect adjustment at the beginning of the first quarter of 2019. No adjustment was necessary at January 1, 2019. The Company has elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. The Company elected to apply the transition provisions as of January 1, 2019, the date of adoption, and recorded lease right-of-use assets and related liabilities on its Consolidated Statement of Assets and Liabilities of $9.4 million related to its operating leases. The Company has no finance leases. There was no change to the Company’s Consolidated Statement of Operations or Cash Flows.

In June 2018, the FASB issued ASU 2018-07, “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting”. This amendment expands the scope of Topic 718, Compensation—Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. ASU 2018-07 supersedes Subtopic 505-50, Equity—Equity-Based Payments to Non-Employees and is effective for annual reporting periods, and the interim periods within those periods, beginning after December 15, 2018. The Company adopted this standard effective January 1, 2019, which did not have a material impact, on its consolidated financial statements and related disclosures for the periods presented.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to Disclosure Requirements for Fair Value Measurement”, which is intended to improve the effectiveness of fair value measurement disclosures. The amendment, among other things, affects certain disclosure requirements related to transfers between level 1 and level 2

71


 

 

of the fair value hierarchy, and level 3 fair value measurements as they relate to valuation process, unrealized gains and losses, measurement uncertainty, and significant unobservable inputs. The new guidance is effective for interim and annual periods beginning after December 15, 2019. Early adoption is permitted for any interim or annual period. The Company does not believe that ASU 2018-13 will have a material impact on its consolidated financial statements and disclosures.

In August 2018, the Securities and Exchange Commission (“SEC”) issued Final Rule Release No. 33-10532 - “Disclosure Update and Simplification.” This rule amends various SEC disclosure requirements that have been determined to be redundant, duplicative, overlapping, outdated, or superseded. The changes are generally expected to reduce or eliminate certain disclosures; however, the amendments did expand interim period disclosure requirements related to changes in stockholders' equity. This final rule is effective on November 5, 2018. The Company has adopted these amendments as currently required and these are reflected in its consolidated financial statements and related disclosures. Certain prior year information has been adjusted to conform with these amendments.

12. Subsequent Events

Distribution Declaration

On July 24, 2019, the Board of Directors declared a cash distribution of $0.32 per share to be paid on August 19, 2019 to stockholders of record as of August 12, 2019. This distribution represents the Company’s fifty-sixth consecutive distribution since the Company’s IPO, bringing the total cumulative distribution to date to $15.93 per share.

In addition to the cash distribution, on July 24, 2019, the Board of Directors declared a supplemental distribution of $0.02 per share to be paid on August 19, 2019 to stockholders of record as of August 12, 2019. The total cumulative distribution to date, including the supplemental distribution is $15.95 per share.

ATM Equity Program Issuances

Subsequent to June 30, 2019 and as of July 29, 2019, the Company did not sell any shares of its common stock under the Equity Distribution Agreement. As of July 29, 2019, approximately 10.7 million shares remain available for issuance and sale under the Equity Distribution Agreement.

Wells Facility

On July 2, 2019, Hercules Funding II entered into the Eighth Amendment, or the Wells Facility Eighth Amendment, to the Wells Facility. The Wells Facility Eighth Amendment amends certain provisions of the Wells Facility to, among other things, revise certain provisions thereof to further permit a third party special servicer to act as servicer after an event of default instead of the Company with respect to split-funded notes receivable owned by Hercules Funding II and an affiliate thereof (including Hercules Funding IV).

Intercreditor Agreement

To further reflect and govern the ability of a third party servicer to service split-funded notes receivable under each of the Union Bank Facility Amendment and the Wells Facility Eighth Amendment, on July 2, 2019, the Company, Hercules Funding II and Hercules Funding IV entered into the Intercreditor Agreement (the “Intercreditor Agreement”) with the MUFG Agent, the Wells Fargo Agent, and U.S. Bank National Association, or U.S. Bank, as special servicer, pursuant to which, among other things, U.S. Bank agreed to act, pursuant to the terms thereof, as such third party servicer.

July 2024 Notes

On July 16, 2019, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of $105.0 million in aggregate principal amount of senior unsecured notes (the “July 2024 Notes”) to qualified institutional investors in a private placement. The July 2024 Notes have a fixed interest rate of 4.77% and are due on July 16, 2024, unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the July 2024 Notes will be due semiannually and the July 2024 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

Departure of Officer  

On July 13, 2019, the Company entered into a Separation Agreement (the “Separation Agreement”) with Manuel Henriquez, the Company’s former Chairman and Chief Executive Officer, which became effective on July 23, 2019. Under the terms of the Separation Agreement, Mr. Henriquez is no longer an employee of the Company and has relinquished his claims to (i) 1,287,006 restricted stock

72


 

 

units and shares of restricted stock awards whether vested or unvested, plus all related distribution equivalent units, under certain Restricted Stock Unit Award Agreements and Restricted Stock Award Agreements, (ii) all of his Retention PSUs, which at target performance represented 812,348 units and could have ranged from 406,174 units at minimum performance to 1,624,696 units at maximum performance (and no units being awarded for performance falling under the minimum performance threshold), plus all related distribution equivalent units, under the Retention Performance Stock Unit Award Agreement, effective as of May 2, 2018, and (iii) all severance benefits under the Retention Agreement, effective as of October 26, 2017. In exchange for relinquishing his claims under, and the termination of, each of the retention and other award agreements between the Company and Mr. Henriquez, Mr. Henriquez will receive (i) 692,841 shares of the Company’s common stock (from settlement and/or acceleration of certain equity awards under certain outstanding equity award agreements) and (ii) three cash payments from the Company ($1,500,000 promptly after the effective date of the Separation Agreement (the “Effective Date”), $500,000 on the six-month anniversary of the Effective Date if Mr. Henriquez has complied with all of the covenants in the Separation Agreement as of such date and $500,000 on the one-year anniversary of the Effective Date if Mr. Henriquez has complied with all of the covenants in the Separation Agreement as of such date). The cost of the settlement does not have a material impact on the Company's financial results for the quarter ended June 30, 2019 and it does not materially exceed the amounts that the Company has already expensed with respect to the awards and related agreements that Mr. Henriquez will no longer receive.

Appointment of Officer  

On July 17, 2019, the Board of Directors appointed Scott Bluestein, the Company’s Interim Chief Executive Officer and Chief Investment Officer, as Chief Executive Officer and President and elected Mr. Bluestein as a director of the Company effective July 17, 2019.  Mr. Bluestein will continue in his role of Chief Investment Officer. Mr. Bluestein will hold office as a Class III director for a term expiring in 2022 and does not currently serve on any committees of the Company.

Portfolio Company Developments

As of July 29, 2019, the Company held warrants or equity positions in four companies that have filed registration statements on Form S-1 with the SEC in contemplation of potential initial public offerings. Two of the companies filed confidentially under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. There can be no assurance that companies that have yet to complete their initial public offerings will do so in a timely manner or at all. Subsequent to June 30, 2019 and as of July 29, 2019, there were no announced or completed liquidity events.

 

 


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ITEM 2.

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

Forward-Looking Statements

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

 

our current and future management structure;

 

our future operating results;

 

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

 

the impact of investments that we expect to make;

 

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

 

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

 

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

 

our ability to access debt markets and equity markets;

 

the ability of our portfolio companies to achieve their objectives;

 

our expected financings and investments;

 

our regulatory structure and tax status;

 

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

 

the adequacy of our cash resources and working capital;

 

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

 

the timing, form and amount of any distributions;

 

the impact of fluctuations in interest rates on our business;

 

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

 

our ability to recover unrealized losses.

The following discussion should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this report. In addition to historical information, the following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by such forward-looking information due to the factors discussed under Item 1A— “Risk Factors” of Part II of this quarterly report on Form 10-Q, Item 1A— “Risk Factors” of our annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 21, 2019 and under “Forward-Looking Statements” of this Item 2.


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Overview

We are a specialty finance company focused on providing senior secured loans to high-growth, innovative venture capital-backed companies in a variety of technology, life sciences, and sustainable and renewable technology industries. We source our investments through our principal office located in Palo Alto, CA, as well as through our additional offices in Boston, MA, New York, NY, Bethesda, MD, Hartford, CT, Westport, CT, Chicago, IL, and San Diego, CA.

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

We use the term “structured debt with warrants” to refer to any debt investment, such as a senior or subordinated secured loan, that is coupled with an equity component, including warrants, options or other rights to purchase common or preferred stock. Our structured debt with warrants investments typically are secured by some or all of the assets of the portfolio company. We also provide “unitranche” loans, which are loans that combine both senior and mezzanine debt, generally in a first lien position.

Our investment objective is to maximize our portfolio total return by generating current income from our debt investments and capital appreciation from our warrant and equity-related investments. Our primary business objectives are to increase our net income, net operating income and NAV by investing in structured debt with warrants and equity of venture capital-backed companies in technology-related industries with attractive current yields and the potential for equity appreciation and realized gains. Our equity ownership in our portfolio companies may exceed 25% of the voting securities of such companies, which represents a controlling interest under the 1940 Act. In some cases, we receive the right to make additional equity investments in our portfolio companies in connection with future equity financing rounds. Capital that we provide directly to venture capital-backed companies in technology-related industries is generally used for growth and general working capital purposes as well as in select cases for acquisitions or recapitalizations.

 

We also make investments in qualifying small businesses through HT III, which is our wholly owned SBIC. HT III holds approximately $250.7 million in tangible assets which accounted for approximately 10.8% of our total assets at June 30, 2019.

 

We have qualified as and have elected to be treated for tax purposes as a RIC under Subchapter M of the Code. Pursuant to this election, we generally will not be subject to corporate-level taxes on any income and gains that we distribute as dividends for federal income tax purposes to our stockholders. However, our qualification and election to be treated as a RIC requires that we comply with provisions contained in Subchapter M of the Code. For example, as a RIC we must earn 90% or more of our gross income during each taxable year from qualified sources, typically referred to as “good income,” as well as satisfy certain quarterly asset diversification and annual income distribution requirements.

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

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

We regularly engage in discussions with third parties with respect to various potential transactions. We may acquire an investment or a portfolio of investments or an entire company or sell a portion of our portfolio on an opportunistic basis. We, our subsidiaries or our affiliates may also agree to manage certain other funds that invest in debt, equity or provide other financing or services to companies in a variety of industries for which we may earn management or other fees for our services. We may also invest in the equity of these funds, along with other third parties, from which we would seek to earn a return and/or future incentive allocations. Some of these transactions could be material to our business. Consummation of any such transaction will be subject to completion of due diligence, finalization of key business and financial terms (including price) and negotiation of final definitive documentation as well as a number of other factors and conditions including, without limitation, the approval of our board of directors and required regulatory or third party consents and, in certain cases, the approval of our stockholders. Accordingly, there can be no assurance that any such transaction would be consummated. Any of these transactions or funds may require significant management resources either during the transaction phase or on an ongoing basis depending on the terms of the transaction.

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Reduced Asset Coverage Requirements

The Small Business Credit Availability Act, or the SBCAA, which was signed into law in March 2018, decreased the minimum asset coverage ratio in Section 61(a) of the 1940 Act for business development companies from 200% to 150% (subject to either stockholder approval or approval of both a majority of the board of directors and a majority of directors who are not interested persons). On September 4, 2018 and December 6, 2018, our Board of Directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) and our stockholders, respectively, approved the application to us of the 150% minimum asset coverage ratio set forth in Section 61(a)(2) of the 1940 Act. As a result, effective December 7, 2018, the asset coverage ratio under the 1940 Act applicable to us decreased from 200% to 150%, permitting us to incur additional leverage.

Portfolio and Investment Activity

The total fair value of our investment portfolio was approximately $2.3 billion at June 30, 2019 and $1.9 billion at December 31, 2018. The fair value of our debt investment portfolio at June 30, 2019 was approximately $2.1 billion, compared to a fair value of approximately $1.7 billion December 31, 2018. The fair value of the equity portfolio at June 30, 2019 was approximately $164.9 million, compared to a fair value of approximately $120.2 million at December 31, 2018. The fair value of the warrant portfolio at June 30, 2019 was approximately $25.5 million, compared to a fair value of approximately $26.7 million at December 31, 2018.

Portfolio Activity

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

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

Our portfolio activity for the six months ended June 30, 2019 and the year ended December 31, 2018 was comprised of the following:  

 

(in millions)

 

June 30, 2019

 

 

December 31, 2018

 

Debt Commitments (1)

 

 

 

 

 

 

 

 

New portfolio company

 

$

643.4

 

 

$

969.2

 

Existing portfolio company

 

 

289.5

 

 

 

184.0

 

Total

 

$

932.9

 

 

$

1,153.2

 

Funded and Restructured Debt Investments (2)

 

 

 

 

 

 

 

 

New portfolio company

 

$

396.5

 

 

$

641.6

 

Existing portfolio company

 

 

194.7

 

 

 

258.2

 

Total

 

$

591.2

 

 

$

899.8

 

Funded Equity Investments

 

 

 

 

 

 

 

 

New portfolio company

 

$

5.1

 

 

$

53.4

 

Existing portfolio company

 

 

11.7

 

 

 

7.6

 

Total

 

$

16.8

 

 

$

61.0

 

Unfunded Contractual Commitments (3)

 

 

 

 

 

 

 

 

Total

 

$

177.2

 

 

$

139.0

 

Non-Binding Term Sheets

 

 

 

 

 

 

 

 

New portfolio company

 

$

40.0

 

 

$

55.5

 

Existing portfolio company

 

 

 

 

 

 

Total

 

$

40.0

 

 

$

55.5

 

 

(1)

Includes restructured loans and renewals in addition to new commitments.

(2)

Funded amounts include borrowings on revolving facilities.

(3)

Amount represents unfunded commitments, including undrawn revolving facilities, which are available at the request of the portfolio company. Amount excludes unfunded commitments which are unavailable due to the borrower having not met certain milestones.

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We receive principal payments on our debt investment portfolio based on scheduled amortization of the outstanding balances. In addition, we receive principal repayments for some of our loans prior to their scheduled maturity date. The frequency or volume of these early principal repayments may fluctuate significantly from period to period. During the six months ended June 30, 2019, we received approximately $267.6 million in aggregate principal repayments. Of the approximately $267.6 million of aggregate principal repayments, approximately $41.8 million were scheduled principal payments and approximately $225.8 million were early principal repayments related to 20 portfolio companies. Of the approximately $225.8 million early principal repayments, approximately $22.2 million were early repayments due to merger and acquisition transactions for two portfolio companies, that are no longer portfolio companies.

Total portfolio investment activity (inclusive of unearned income and excluding activity related to taxes payable, and escrow receivables) as of and for the six months ended June 30, 2019 and the year ended December 31, 2018 was as follows:

 

(in millions)

 

June 30, 2019

 

 

December 31, 2018

 

Beginning portfolio

 

$

1,880.4

 

 

$

1,542.2

 

New fundings and restructures

 

 

607.8

 

 

 

960.7

 

Warrants not related to current period fundings

 

 

0.2

 

 

 

0.1

 

Principal payments received on investments

 

 

(41.8

)

 

 

(90.1

)

Early payoffs

 

 

(225.8

)

 

 

(486.6

)

Accretion of loan discounts and paid-in-kind principal

 

 

20.7

 

 

 

34.9

 

Net acceleration of loan discounts and loan fees due to

early payoff or restructure

 

 

(4.3

)

 

 

(13.5

)

New loan fees

 

 

(10.1

)

 

 

(13.8

)

Sale of investments

 

 

(18.2

)

 

 

(5.9

)

Loss on investments due to write offs

 

 

6.6

 

 

 

(25.1

)

Net change in unrealized appreciation (depreciation)

 

 

36.5

 

 

 

(22.5

)

Ending portfolio

 

$

2,252.0

 

 

$

1,880.4

 

As of June 30, 2019, we held warrants or equity positions in four companies that have filed registration statements on Form S-1 with the SEC in contemplation of potential initial public offerings. All three companies filed confidentially under the JOBS Act. There can be no assurance that companies that have yet to complete their initial public offerings will do so in a timely manner or at all.

Changes in Portfolio

We generate revenue in the form of interest income, primarily from our investments in debt securities, and commitment and facility fees. Interest income is recognized in accordance with the contractual terms of the loan agreement to the extent that such amounts are expected to be collected. Fees generated in connection with our debt investments are recognized over the life of the loan or, in some cases, recognized as earned. In addition, we generate revenue in the form of capital gains, if any, on warrants or other equity-related securities that we acquire from our portfolio companies. Our investments generally range from $12.0 million to $50.0 million, although we may make investments in amounts above or below that range. As of June 30, 2019, our debt investments have a term of between two and seven years and typically bear interest at a rate ranging from approximately 5.5% to approximately 15.7%. In addition to the cash yields received on our debt investments, in some instances, our debt investments may also include any of the following: exit fees, balloon payment fees, commitment fees, success fees, PIK provisions or prepayment fees which may be required to be included in income prior to receipt.

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

Loan origination and commitment fees received in full at the inception of a loan are deferred and amortized into fee income as an enhancement to the related loan’s yield over the contractual life of the loan. We recognize nonrecurring fees amortized over the remaining term of the loan commencing in the quarter relating to specific loan modifications. We had approximately $43.7 million of unamortized fees at June 30, 2019, of which approximately $36.3 million was included as an offset to the cost basis of our current debt investments and approximately $7.4 million was deferred contingent upon the occurrence of a funding or milestone. At December 31, 2018, we had approximately $36.3 million of unamortized fees, of which approximately $31.1 million was included as an offset to the cost basis of our current debt investments and approximately $5.2 million was deferred contingent upon the occurrence of a funding or milestone.

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Loan exit fees to be paid at the termination of the loan are accreted into interest income over the contractual life of the loan. At June 30, 2019, we had approximately $29.7 million in exit fees receivable, of which approximately $27.3 million was included as a component of the cost basis of our current debt investments and approximately $2.4 million was a deferred receivable related to expired commitments. At December 31, 2018, we had approximately $25.6 million in exit fees receivable, of which approximately $23.3 million was included as a component of the cost basis of our current debt investments and approximately $2.3 million was a deferred receivable related to expired commitments.

 

We have debt investments in our portfolio that contain a PIK provision. The PIK interest, computed at the contractual rate specified in each loan agreement, is recorded as interest income and added to the principal balance of the loan on specified capitalization dates. To maintain our ability to be subject to tax as a RIC, this non-cash source of income must be distributed to stockholders with other sources of income in the form of dividend distributions even though we have not yet collected the cash. Amounts necessary to pay these distributions may come from available cash or the liquidation of certain investments. We recorded approximately $2.2 million and $2.3 million in PIK income during the three months ended June 30, 2019 and 2018, respectively. We recorded approximately $4.4 million and $4.6 million in PIK income in the six months ended June 30, 2019 and 2018 respectively.

The core yield on our debt investments, which excludes the effects of fee and income accelerations attributed to early payoffs, restructuring, loan modifications and other one-time events and includes income from expired commitments, was 12.7% during both the three months ended June 30, 2019 and 2018. The effective yield on our debt investments, which includes the effects of fee and income accelerations attributed to early payoffs, restructuring, loan modifications and other one-time events, was 14.3% and 13.5% for the three months ended June 30, 2019 and 2018, respectively. The effective yield is derived by dividing total investment income by the weighted average earning investment portfolio assets outstanding during the quarter, excluding non-interest earning assets such as warrants and equity investments. Both the core yield and effective yield may be higher than what our common stockholders may realize as the core yield and effective yield do not reflect our expenses and any sales load paid by our common stockholders. The total yield on our investment portfolio was 12.7% and 11.8% during the three months ended June 30, 2019 and 2018, respectively. The total yield is derived by dividing total investment income by the weighted average investment portfolio assets outstanding during the quarter, including non-interest earning assets such as warrants and equity investments at amortized cost.

The total return for our investors was approximately 21.6% and 1.2% during the six months ended June 30, 2019 and 2018, respectively. The total return equals the change in the ending market value over the beginning of the period price per share plus distributions paid per share during the period, divided by the beginning price assuming the distribution is reinvested on the date of the distribution. The total return does not reflect any sales load that must be paid by investors. See “Note 9 – Financial Highlights” included in the notes to our consolidated financial statements appearing elsewhere in this report.

Portfolio Composition

Our portfolio companies are primarily privately held companies and public companies which are active in sectors characterized by high margins, high growth rates, consolidation and product and market extension opportunities. As of June 30, 2019, approximately 84.4% of the fair value of our portfolio was composed of investments in five industries: 28.7% was composed of investments in the drug discovery & development industry, 26.8% was composed of investments in the software industry, 18.9% was composed of investments in the internet consumer & business services industry, 5.3% was composed of investments in the medical devices & equipment industry, and 4.7% was composed of investments in the healthcare services, other industry. Value for companies in these sectors is often vested in intangible assets and intellectual property.

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

For the six months ended June 30, 2019 and the year ended December 31, 2018, our ten largest portfolio companies represented approximately 26.3% and 28.2% of the total fair value of our investments in portfolio companies, respectively. At June 30, 2019 and December 31, 2018, we had five and seven investments, respectively, that represented 5% or more of our net assets. At June 30, 2019, we had five equity investments representing approximately 52.7% of the total fair value of our equity investments, and each represented 5% or more of the total fair value of our equity investments. At December 31, 2018, we had five equity investments which represented approximately 53.0% of the total fair value of our equity investments, and each represented 5% or more of the total fair value of our equity investments. No single portfolio investment represents more than 10% of the fair value of our total investments as of June 30, 2019 and December 31, 2018.

As of June 30, 2019, approximately 97.7% of the debt investment portfolio was priced at floating interest rates or floating interest rates with a Prime or LIBOR-based interest rate floor. As a result, we believe we are well positioned to benefit should market interest rates continue to rise.

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In the majority of cases, we collateralize our investments by obtaining a first priority security interest in a portfolio company’s assets, which may include its intellectual property. In other cases, we may obtain a negative pledge covering a company’s intellectual property. As of June 30, 2019, approximately 81.8% of our debt investments were in a senior secured first lien position, with 47.0% secured by a first priority security in all of the assets of the portfolio company, including its intellectual property, 25.8% secured by a first priority security in all of the assets of the portfolio company and the portfolio company was prohibited from pledging or encumbering its intellectual property, 0.9% of our debt investments were senior secured by the equipment of the portfolio company, and 8.1% were in a first lien “last-out” senior secured position with security interest in all of the assets of the portfolio company, whereby the “last-out” loans will be subordinated to the “first-out” portion of the unitranche loan in a liquidation, sale or other disposition. Another 17.5% of our debt investments were secured by a second priority security interest in all of the portfolio company’s assets, and 0.7% were unsecured.

Our investments in senior secured debt with warrants have detachable equity enhancement features, typically in the form of warrants or other equity-related securities designed to provide us with an opportunity for capital appreciation. These features are treated as OID and are accreted into interest income over the term of the loan as a yield enhancement. Our warrant coverage generally ranges from 3% to 20% of the principal amount invested in a portfolio company, with a strike price generally equal to the most recent equity financing round. As of June 30, 2019, we held warrants in 125 portfolio companies, with a fair value of approximately $25.5 million. The fair value of our warrant portfolio decreased by approximately $1.2 million, as compared to a fair value of $26.7 million at December 31, 2018 primarily related to the decrease in portfolio companies.

Our existing warrant holdings would require us to invest approximately $77.3 million to exercise such warrants as of June 30, 2019. Warrants may appreciate or depreciate in value depending largely upon the underlying portfolio company’s performance and overall market conditions. Of the warrants that we have monetized since inception, we have realized multiples in the range of approximately 1.02x to 29.14x based on the historical rate of return on our investments. However, our warrants may not appreciate in value and, in fact, may decline in value. Accordingly, we may experience losses from our warrant portfolio.

Portfolio Grading

We use an investment grading system, which grades each debt investment on a scale of 1 to 5 to characterize and monitor our expected level of risk on the debt investments in our portfolio with 1 being the highest quality. The following table shows the distribution of our outstanding debt investments on the 1 to 5 investment grading scale at fair value as of June 30, 2019 and December 31, 2018, respectively:

 

(in thousands)

 

June 30, 2019

 

 

December 31, 2018

 

Investment Grading

 

Number of Companies

 

Debt Investments

at Fair Value

 

 

Percentage of

Total Portfolio

 

 

Number of Companies

 

Debt Investments

at Fair Value

 

 

Percentage of

Total Portfolio

 

1

 

11

 

$

256,168

 

 

 

12.4

%

 

13

 

$

311,597

 

 

 

18.0

%

2

 

55

 

 

1,317,692

 

 

 

63.9

%

 

43

 

 

885,123

 

 

 

51.1

%

3

 

22

 

 

412,990

 

 

 

20.1

%

 

25

 

 

474,926

 

 

 

27.3

%

4

 

7

 

 

67,846

 

 

 

3.3

%

 

7

 

 

60,267

 

 

 

3.5

%

5

 

4

 

 

6,861

 

 

 

0.3

%

 

2

 

 

1,579

 

 

 

0.1

%

 

 

99

 

$

2,061,557

 

 

 

100.0

%

 

90

 

$

1,733,492

 

 

 

100.0

%

As of both June 30, 2019 and December 31, 2018, our debt investments had a weighted average investment grading of 2.18 on a cost basis. Our policy is to lower the grading on our portfolio companies as they approach the point in time when they will require additional equity capital. Additionally, we may downgrade our portfolio companies if they are not meeting our financing criteria or are underperforming relative to their respective business plans. Various companies in our portfolio will require additional funding in the near term or have not met their business plans and therefore have been downgraded until their funding is complete or their operations improve.

At June 30, 2019, we had four debt investments on non-accrual with a cumulative investment cost and fair value of approximately $8.8 million and $4.8 million, respectively. At December 31, 2018, we had two debt investments on non-accrual with cumulative investment cost of approximately $2.7 million and zero fair value. The increase in the cost of debt investments on non-accrual between June 30, 2019 and December 31, 2018 is the result of the addition of three debt investments, partially offset by the removal of one debt investment that was on non-accrual at December 31, 2018 which resulted in a realized loss of approximately $2.5 million.

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Results of Operations

Comparison of the three and six months ended June 30, 2019 and 2018

Investment Income

Interest Income

Total investment income for the three months ended June 30, 2019 was approximately $69.3 million as compared to approximately $49.6 million for the three months ended June 30, 2018. Total investment income for the six months ended June 30, 2019 was approximately $128.1 million as compared to approximately $98.3 million for the six months ended June 30, 2018.

Interest income for the three months ended June 30, 2019 totaled approximately $61.7 million as compared to approximately $45.9 million for the three months ended June 30, 2018. Interest income for the six months ended June 30, 2019 totaled approximately $117.2 million as compared to approximately $88.9 million for the six months ended June 30, 2018. The increase in interest income for the three and six months ended June 30, 2019 as compared to the same periods ended June 30, 2018 is primarily attributable to an increase in recurring interest income caused by an increase in the weighted average principal outstanding of loans.

Of the $61.7 million in interest income for the three months ended June 30, 2019, approximately $58.9 million represents recurring income from the contractual servicing of our loan portfolio and approximately $2.8 million represents income related to the acceleration of income due to early loan repayments and other one-time events during the period. Income from recurring interest and the acceleration of interest income due to early loan repayments represented $45.0 million and $911,000, respectively, of the $45.9 million interest income for the three months ended June 30, 2018.

Of the $117.2 million in interest income for the six months ended June 30, 2019, approximately $114.0 million represents recurring income from the contractual servicing of our loan portfolio and approximately $3.2 million represents income related to the acceleration of income due to early loan repayments and other one-time events during the period. Income from recurring interest and the acceleration of interest income due to early loan repayments represented $84.3 million and $4.6 million, respectively, of the $88.9 million interest income for the six months ended June 30, 2018.

The following table shows the PIK-related activity for the six months ended June 30, 2019 and 2018, at cost:

 

 

 

Six Months Ended June 30,

 

(in thousands)

 

2019

 

 

2018

 

Beginning PIK interest receivable balance

 

$

12,717

 

 

$

15,487

 

PIK interest income during the period

 

 

4,364

 

 

 

4,621

 

PIK accrued (capitalized) to principal but not

recorded as income during the period

 

 

 

 

 

(1,153

)

Payments received from PIK loans

 

 

(2,309

)

 

 

(9,107

)

Realized gain (loss)

 

 

 

 

 

 

Ending PIK interest receivable balance

 

$

14,772

 

 

$

9,848

 

 

The slight decrease in PIK interest income during the six months ended June 30, 2019 as compared to the six months ended June 30, 2018 is due to a decrease in the weighted average principal outstanding of loans which bear PIK interest.

Fee Income

Fee income from commitment, facility and loan related fees for the three months ended June 30, 2019 totaled approximately $7.6 million as compared to approximately $3.7 million for the three months ended June 30, 2018. Fee income from commitment, facility and loan related fees for the six months ended June 30, 2019 totaled approximately $10.9 million as compared to approximately $9.4 million for the six months ended June 30, 2018. The increase in fee income for both of the three and six months ended June 30, 2019 is primarily due to an increase in the acceleration of unamortized fees, one-time fees due to early repayments, and a higher loan balance which generates more fee income.

Of the $7.6 million in fee income for the three months ended June 30, 2019, approximately $2.6 million represents income from recurring fee amortization and approximately $5.0 million represents income related to the acceleration of unamortized fees due to early repayments, including one-time fees of $2.5 million for the period. Income from recurring fee amortization and the acceleration of unamortized fees due to early loan repayments represented $1.8 million and $1.9 million, respectively, of the $3.7 million in income for the three months ended June 30, 2018.

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Of the $10.9 million in fee income for the six months ended June 30, 2019, approximately $4.7 million represents income from recurring fee amortization and approximately $6.2 million represents income related to the acceleration of unamortized fees due to early repayments, including one-time fees of $3.2 million for the period. Income from recurring fee amortization and the acceleration of unamortized fees due to early loan repayments represented $3.1 million and $6.3 million, respectively, of the $9.4 million in income for the six months ended June 30, 2018.

In certain investment transactions, we may earn income from advisory services; however, we had no income from advisory services in the three and six months ended June 30, 2019 or 2018.

Operating Expenses

Our operating expenses are comprised of interest and fees on our borrowings, general and administrative expenses and employee compensation and benefits. Our operating expenses totaled approximately $34.0 million and $26.8 million during the three months ended June 30, 2019 and 2018, respectively. Our operating expenses totaled approximately $63.8 million and $49.4 million during the six months ended June 30, 2019 and 2018, respectively.

Interest and Fees on our Borrowings

Interest and fees on our borrowings totaled approximately $15.2 million and $13.2 million for the three months ended June 30, 2019 and 2018, respectively, and approximately $30.7 million and $23.8 million during the six months ended June 30, 2019 and 2018, respectively. Interest and fee expense during the three and six months ended June 30, 2019, as compared to the same periods ended June 30, 2018, increased due to the issuance of 2027 Asset-Backed Notes in November 2018 and the issuance of our 2028 Asset-Backed Notes in January 2019 as well as interest related to our 2033 Notes and 2025 Notes.

We had a weighted average cost of debt, comprised of interest and fees, of approximately 5.2% and 6.4% for the three months ended June 30, 2019 and 2018, respectively, and a weighted average cost of debt of approximately 5.5% and 5.8% for the six months ended June 30, 2019 and 2018, respectively. The decrease in the weighted average cost of debt for both of the three and six months ended June 30, 2019, as compared to the same period ended June 30, 2018, is primarily driven by a reduction in the weighted average principal outstanding on our higher yielding debt instruments compared to the prior period.

General and Administrative Expenses

General and administrative expenses include legal fees, consulting fees, accounting fees, printer fees, insurance premiums, taxes, rent, expenses associated with the workout of underperforming investments and various other expenses. Our general and administrative expenses increased to $5.8 million from $3.7 million for the three months ended June 30, 2019 and 2018, respectively. Our general and administrative expenses increased to $9.9 million from $7.7 million for the six months ended June 30, 2019 and 2018. The increase in general and administrative expenses for both of the three and six months ended June 30, 2019 is primarily due to an increase in legal fees, taxes expense, and rent expense.

Employee Compensation

Employee compensation and benefits totaled $9.2 million for the three months ended June 30, 2019 as compared to $7.0 million for the three months ended June 30, 2018, and $15.8 million for the six months ended June 30, 2019 as compared to $12.8 million for the six months ended June 30, 2018. The increase between both of the three and six months ended June 30, 2019 and 2018 was primarily due to increased variable compensation expense due to meeting corporate goals and payroll related expenses.

Employee stock-based compensation totaled $3.9 million for the three months ended June 30, 2019 as compared to $2.9 million for the three months ended June 30, 2018, and $7.3 million for the six months ended June 30, 2019 as compared to $5.2 million for the six months ended June 30, 2018. The increase for the comparative periods was primarily related to stock compensation award and retention rewards.

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

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

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A summary of realized gains and losses for the three and six months ended June 30, 2019 and 2018 is as follows:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands)

2019

 

 

2018

 

 

2019

 

 

2018

 

Realized gains

$

6,104

 

 

$

6,880

 

 

$

14,942

 

 

$

7,988

 

Realized losses

 

(1,833

)

 

 

(15,791

)

 

 

(6,116

)

 

 

(21,819

)

Net realized gains (losses)

$

4,271

 

 

$

(8,911

)

 

$

8,826

 

 

$

(13,831

)

 

During the three and six months ended June 30, 2019, we recognized net realized gains of $4.3 million and $8.8 million, respectively, on the portfolio. During the three months ended June 30, 2019, we recorded gross realized gains of $6.1 million primarily from the sale our public equity holdings. These gains were partially offset by gross realized losses of $1.8 million primarily from the liquidation or write-off of our debt, equity, or warrant positions during the period.

 

During the six months ended June 30, 2019, we recorded gross realized gains of $14.9 million primarily from the sale of public equity positions and sale of our holdings due to merger and acquisition transactions. These gains were offset by gross realized losses of $6.1 million primarily from the liquidation or write-off of our debt, equity, or warrant positions during the period.

During the three and six months ended June 30, 2018, we recognized net realized losses of $8.9 million and $13.8 million, respectively, on the portfolio. During the three months ended June 30, 2018, we recorded gross realized gains of $6.9 million primarily from the sale or acquisition of our holdings. These gains were offset by gross realized losses of $15.8 million primarily from the liquidation or write-off of our debt, equity and warrant positions during the period.

During the six months ended June 30, 2018, we recorded gross realized gains of $8.0 million primarily from the sale or acquisition of our holdings. These gains were offset by gross realized losses of $21.8 million primarily from the liquidation or write-off of our debt, equity and warrant positions during the period.

The net unrealized appreciation and depreciation of our investments is based on the fair value of each investment determined in good faith by our Board of Directors. The following table summarizes the change in net unrealized appreciation or depreciation of investments for the three and six months ended June 30, 2019 and 2018:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands)

2019

 

 

2018

 

 

2019

 

 

2018

 

Gross unrealized appreciation on portfolio investments

$

37,656

 

 

$

30,970

 

 

$

88,486

 

 

$

38,767

 

Gross unrealized depreciation on portfolio investments

 

(24,912

)

 

 

(14,819

)

 

 

(45,931

)

 

 

(44,367

)

Reversal of prior period net unrealized appreciation (depreciation) upon a realization event

 

(4,187

)

 

 

20,925

 

 

 

(6,067

)

 

 

27,591

 

Net unrealized appreciation (depreciation) on debt, equity, and warrant investments

 

8,557

 

 

 

37,076

 

 

 

36,488

 

 

 

21,991

 

Other net unrealized appreciation (depreciation)

 

36

 

 

 

1,121

 

 

 

102

 

 

 

1,009

 

Total net unrealized appreciation (depreciation) on investments

$

8,593

 

 

$

38,197

 

 

$

36,590

 

 

$

23,000

 

 

During the three months ended June 30, 2019, we recorded $8.6 million of net unrealized appreciation, all of which was primarily net unrealized appreciation from our debt, equity and warrant investments. We recorded $659,000 of net unrealized appreciation on our debt investments which was primarily related to $918,000 of net unrealized appreciation on the debt portfolio partially offset by $259,000 of unrealized depreciation due to the reversal of unrealized appreciation upon pay-off or write-off of our portfolio companies.

We recorded $9.9 million of net unrealized appreciation on our equity investments and $2.0 million of net unrealized depreciation on our warrant investments during the three months ended June 30, 2019. This net unrealized appreciation of $7.9 million was primarily attributable to $11.8 million of unrealized appreciation on the equity and warrant portfolio partially offset by $3.9 million of unrealized depreciation due to the reversal of unrealized appreciation upon acquisition or liquidation of our equity and warrant investments.  

During the six months ended June 30, 2019, we recorded $36.6 million of net unrealized appreciation, of which $36.5 million was net unrealized appreciation from our debt, equity and warrant investments. We recorded $3.8 million of net unrealized appreciation on our debt investments which was primarily related to $2.3 million of unrealized appreciation primarily due to the reversal of unrealized depreciation upon write-off and $1.5 million of unrealized appreciation on the debt portfolio.

We recorded $33.0 million of net unrealized appreciation on our equity investments and $347,000 of net unrealized depreciation on our warrant investments during the six months ended June 30, 2019. This net unrealized appreciation of $32.7 million was primarily

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attributable to $41.1 million of unrealized appreciation on the equity and warrant portfolio partially offset by the $8.4 million of unrealized depreciation due to the reversal of unrealized appreciation upon acquisition or liquidation of our equity and warrant investments.

During the three months ended June 30, 2018, we recorded $38.2 million of net unrealized appreciation, of which $37.1 million was net unrealized appreciation from our debt, equity and warrant investments. We recorded $24.2 million of net unrealized appreciation on our debt investments which was attributable to $20.1 million of unrealized appreciation primarily due to the reversal of unrealized depreciation upon write-off of our portfolio companies, and loan repayments along with $4.1 million of unrealized appreciation on the debt portfolio.

We recorded $8.2 million of net unrealized appreciation on our equity investments and $4.7 million of net unrealized appreciation on our warrant investments during the three months ended June 30, 2018. This net unrealized appreciation of $12.9 million was primarily due to $12.1 million of unrealized appreciation on the equity and warrant portfolio investments.

During the six months ended June 30, 2018, we recorded $23.0 million of net unrealized appreciation, of which $22.0 million was net unrealized appreciation from our debt, equity and warrant investments. We recorded $15.9 million of net unrealized appreciation on our debt investments which was primarily related to $25.4 million of unrealized appreciation primarily due to the reversal of unrealized depreciation upon write-off of our portfolio companies and loan repayments. This unrealized appreciation was partially offset by $9.5 million of unrealized depreciation on the debt portfolio.

We recorded $4.1 million of net unrealized appreciation on our equity investments and $1.9 million of net unrealized appreciation on our warrant investments during the six months ended June 30, 2018. This net unrealized appreciation of $6.0 million was due to $3.9 million of unrealized appreciation on the equity and warrant portfolio and $2.1 million of unrealized appreciation primarily due to the reversal of unrealized depreciation upon acquisition or liquidation of our equity and warrant investments.

Income and Excise Taxes

We account for income taxes in accordance with the provisions of ASC Topic 740 Income Taxes, under which income taxes are provided for amounts currently payable and for amounts deferred based upon the estimated future tax effects of differences between the financial statements and tax basis of assets and liabilities given the provisions of the enacted tax law. Valuation allowances may be used to reduce deferred tax assets to the amount likely to be realized. Based upon our previous election and anticipated continued qualification to be subject to taxation as a RIC, we are typically not subject to a material level of federal income taxes. We intend to timely distribute to our stockholders substantially all of our annual taxable income for each year, except that we may retain certain net capital gains for reinvestment and, depending upon the level of taxable income earned in a year, we may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax.

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

For the three months ended June 30, 2019, we had a net increase in net assets resulting from operations of approximately $48.1 million and for the three months ended June 30, 2018, we had a net increase in net assets resulting from operations of approximately $52.1 million. For the six months ended June 30, 2019, we had a net increase in net assets resulting from operations of approximately $109.7 million and for the six months ended June 30, 2018, we had a net increase in net assets resulting from operations of approximately $58.0 million.

Both the basic and fully diluted net change in net assets per common share was $0.49 per share for the three months ended June 30, 2019. The basic and fully diluted net change in net assets per common share was $1.13 per share and $1.12 per share, respectively, for the six months ended June 30, 2019. Both the basic and fully diluted net change in net assets per common share was $0.59 per share and $0.67 per share for the three and six months ended June 30, 2018.

For the purpose of calculating diluted earnings per share for three and six months ended June 30, 2019 and 2018, the effect of the 2022 Convertible Notes, outstanding options, and restricted stock units under the treasury stock method was considered. The effect of the 2022 Convertible Notes was excluded from these calculations for the three and six months ended June 30, 2019 and 2018 as our share price was less than the conversion price in effect which results in anti-dilution.

Financial Condition, Liquidity, and Capital Resources

Our liquidity and capital resources are derived from our SBA debentures, 2022 Notes, 2025 Notes, 2033 Notes, 2027 Asset-Backed Notes, 2028 Asset-Backed Notes, 2022 Convertible Notes, Credit Facilities and cash flows from operations, including investment sales and repayments, and income earned. Our primary use of funds from operations includes investments in portfolio

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companies and payments of fees and other operating expenses we incur. We have used, and expect to continue to use, our borrowings and the proceeds from the turnover of our portfolio and from public and private offerings of securities to finance our investment objectives. We may also raise additional equity or debt capital through registered offerings off a shelf registration, ATM, and private offerings of securities, by securitizing a portion of our investments, or by borrowing from the SBA through our SBIC subsidiaries.

On January 25, 2017, we issued $230.0 million in aggregate principal amount of 2022 Convertible Notes, which amount includes the additional $30.0 million aggregate principal amount issued pursuant to the initial purchaser’s exercise in full of its overallotment option. The sale generated net proceeds of approximately $225.5 million, including $4.5 million of debt issuance costs. Aggregate issuances costs include the initial purchaser’s discount of approximately $5.2 million, offset by the reimbursement of $1.2 million by the initial purchaser.

On February 24, 2017, we redeemed the $110.4 million remaining outstanding balance of our 2019 Notes in full.

On September 7, 2017, we entered into the Prior Equity Distribution Agreement. The Prior Equity Distribution Agreement, provided that we may offer and sell up to 12.0 million shares of our common stock from time to time through JMP, as our sales agent.

On October 23, 2017, we issued $150.0 million in aggregate principal amount of the 2022 Notes pursuant to the 2022 Notes Indenture. The sale of the 2022 Notes generated net proceeds of approximately $147.4 million, including a public offering discount of $826,500. Aggregate estimated offering expenses in connection with the transaction, including the underwriter’s discount and commissions of approximately $975,000, were approximately $1.8 million.

On November 23, 2017, we redeemed $75.0 million of the $258.5 million issued and outstanding aggregate principal amount of our 2024 Notes. On April 2, 2018, we redeemed an additional $100.0 million of the remaining outstanding aggregate principal amount of the 2024 Notes.

On April 26, 2018, we issued $75.0 million in aggregate principal amount of the 2025 Notes pursuant to the 2025 Notes Indenture. The sale of the 2025 Notes generated net proceeds of approximately $72.4 million. Aggregate estimated offering expenses in connection with the transaction, including the underwriter’s discount and commissions were approximately $2.6 million.

On May 25, 2018, we entered into the amendment to the Union Bank Facility. The amendment amends certain provisions of the Union Bank Facility to increase the commitments thereunder from $75.0 million to $100.0 million.

On June 14, 2018, we closed the June 2018 Equity Offering. The offering generated net proceeds, before expenses, of $81.3 million, including the underwriting discount and commissions of $2.6 million.

On July 13, 2018, we completed repayment of the remaining outstanding HT II debentures and subsequently surrendered the SBA license with respect to HT II.

On July 31, 2018, we entered into a further amendment to the Wells Facility to extend the maturity date and fully repay the pro-rata portion of outstanding balances of Alostar Bank of Commerce and Everbank Commercial Finance Inc., thereby resigning both as lenders and terminating their commitments thereunder.

On September 20, 2018, we issued $40.0 million in aggregate principal amount of the 2033 Notes pursuant to the 2033 Notes Indenture. The sale of the 2033 Notes generated net proceeds of approximately $38.4 million. Aggregate estimated offering expenses in connection with the transaction, including the underwriter’s discount and commissions were approximately $1.6 million.

On November 1, 2018, we issued $200.0 million in aggregate principal amount of the 2027 Asset-Backed Notes. The sale of the 2027 Asset-Backed Notes generated net proceeds of approximately $197.0 million. Aggregate estimated offering expenses in connection with the transaction, including the underwriter’s discount and commissions were approximately $3.0 million.

On December 7, 2018, our Board of Directors approved a full redemption, in two equal transactions, of $83.5 million of the outstanding aggregate principal amount of the 2024 Notes. The 2024 Notes were fully redeemed on January 14, 2019 and February 4, 2019.

On December 17, 2018, our Board of Directors authorized a stock repurchase plan permitting us to repurchase up to $25.0 million of our common stock until June 18, 2019, after which the plan expired. We had no common stock repurchases during 2019. During the year ended December 31, 2018, we repurchased 376,466 shares of our common stock at an average price per share of $10.77 and a total cost of approximately $4.1 million.

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On January 11, 2019, we entered into the Seventh Amendment to the Wells Facility. Among others, the Seventh Amendment amends certain key provisions of the Wells Facility to reduce the current interest rate to LIBOR plus 3.00% with a natural floor of 3.00% and extends the maturity date to January 2023. In addition, the Wells Fargo Capital Finance, LLC has committed $75.0 million in credit capacity under a $125.0 million accordion credit facility, subject to borrowing base, leverage and other restrictions.

On January 22, 2019, we issued $250.0 million in aggregate principal amount of the 2028 Asset-Backed Notes. The sale of the 2028 Asset-Backed Notes generated net proceeds of approximately $247.1 million. Aggregate estimated offering expenses in connection with the transaction, including the underwriter’s discount and commissions were approximately $2.9 million.

On February 20, 2019, we, through a special purpose wholly owned subsidiary, Hercules Funding IV, as borrower, entered the Union Bank Facility. The Union Bank Facility replaced the Prior Union Bank Facility. Any references to amounts related to the Union Bank Facility prior to February 20, 2019 were incurred and relate to the Prior Union Bank Facility.

On May 6, 2019, we terminated the Prior Equity Distribution Agreement and entered into the Equity Distribution Agreement. As a result, the remaining shares that were available under the Prior Equity Distribution agreement are no longer available for issuance. The Equity Distribution Agreement provides that we may offer and sell up to 12.0 million shares of our common stock from time to time through JMP, as our sales agent. Sales of our common stock, if any, may be made in negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule 415 under the Securities Act, including sales made directly on the NYSE or similar securities exchange or sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices.

During the six months ended June 30, 2019, we sold 679,000 shares of common stock under the Prior Equity Distribution Agreement and 1.3 million shares of common stock under the Equity Distribution Agreement. As of June 30, 2019, approximately 10.7 million shares remain available for issuance and sale under the Equity Distribution Agreement.

On June 17, 2019, we closed the June 2019 Equity Offering. The offering generated net proceeds, before expenses, of $70.5 million, including the underwriting discount and commissions of $2.2 million.

On June 28, 2019, Hercules Funding IV entered into the Union Bank Facility Amendment to the Union Bank Facility. The Union Bank Facility Amendment amends certain provisions of the Union Bank Facility to, among other things, (i) delete the financial covenant with respect to maintaining minimum portfolio funding liquidity, (ii) add a covenant prohibiting Hercules Funding IV from acquiring or owning unfunded commitments to makers of certain notes receivable, and (iii) revise certain provisions thereof to further permit a third party special servicer to act as servicer after an event of default instead of us with respect to split-funded notes receivable owned by Hercules Funding IV and an affiliate thereof (including Hercules Funding II).

At June 30, 2019, we had $149.0 million of SBA debentures, $150.0 million of 2022 Notes, $75.0 million of 2025 Notes, $40.0 million of 2033 Notes, $200.0 million of 2027 Asset-Backed Notes, $250.0 million of 2028 Asset-Backed Notes, and $230.0 million of 2022 Convertible Notes payable, along with $11.1 million of borrowings outstanding on the Wells Facility, and $82.3 million of borrowings outstanding on the Union Bank Facility.

At June 30, 2019, we had $194.9 million in available liquidity, including $13.3 million in cash and cash equivalents. We had available borrowing capacity of $63.9 million under the Wells Facility and $117.7 million under the Union Bank Facility, both subject to existing terms and advance rates and regulatory requirements. We primarily invest cash on hand in interest bearing deposit accounts.

At June 30, 2019, we had $74.5 million of capital outstanding in restricted accounts related to our SBIC that we may use to fund new investments in the SBIC. With our net investment of $74.5 million in HT III, we have the capacity to issue a total of $149.0 million of SBA guaranteed debentures, subject to SBA approval. At June 30, 2019, we have issued $149.0 million in SBA guaranteed debentures in our SBIC subsidiaries. As we are past our investment period for HT III, we will no longer make any future commitments to new portfolio companies. We will only satisfy contractually agreed follow-on fundings to existing portfolio companies and may seek to early pay-off a portion or all of the outstanding debentures as per the available liquidity in HT III.

At June 30, 2019, we had approximately $15.3 million of restricted cash, which consists of collections of interest and principal payments on assets that are securitized. In accordance with the terms of the related securitized 2027 Asset-Backed Notes and 2028 Asset-Backed Notes, based on current characteristics of the securitized debt investment portfolios, the restricted funds may be used to pay monthly interest and principal on the securitized debt and are not distributed to us or available for our general operations.

During the six months ended June 30, 2019, we principally funded our operations from (i) cash receipts from interest, dividend and fee income from our investment portfolio and (ii) cash proceeds from the realization of portfolio investments through the repayments of debt investments and the sale of debt and equity investments, (iii) debt offerings along with borrowings on our credit facilities, and (iv) equity offerings.

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During the six months ended June 30, 2019, our operating activities used $251.5 million of cash and cash equivalents, compared to $93.9 million used during the six months ended June 30, 2018. This $157.7 million increase in cash used in operating activities is primarily related to an increase of $44.1 million investment purchases and decrease of $146.7 million in principal and fee payments received on investments.

During the six months ended June 30, 2019, our investing activities used approximately $241,000 of cash, compared to $116,000 used during the six months ended June 30, 2018. The $125,000 increase in cash used in investing activities was due to an increase in purchase of capital equipment.

During the six months ended June 30, 2019, our financing activities provided $234.5 million of cash, compared to $74.3 million provided during the six months ended June 30, 2018. The net change of $160.2 million increase in cash provided by financing activities was primarily due to the issuance of 2028 Asset-backed notes of $250.0 million and issuance of common stock of $95.4 million, partially offset by $83.5 million repayment of the 2024 Notes.

As of June 30, 2019, net assets totaled $1.1 billion, with a NAV per share of $10.59. We intend to continue to operate in order to generate cash flows from operations, including income earned from investments in our portfolio companies. Our primary use of funds will be investments in portfolio companies and cash distributions to holders of our common stock.

The SBCAA, which was signed into law in March 2018, decreased the minimum asset coverage ratio in Section 61(a) of the 1940 Act for business development companies from 200% to 150% (subject to either stockholder approval or approval of both a majority of the board of directors and a majority of directors who are not interested persons). On September 4, 2018 and December 6, 2018, our Board of Directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) and our stockholders, respectively, approved the application to us of the 150% minimum asset coverage ratio set forth in Section 61(a)(2) of the 1940 Act. As a result, effective December 7, 2018, the asset coverage ratio under the 1940 Act applicable to us decreased from 200% to 150%, permitting us to incur additional leverage. As of June 30, 2019, our asset coverage ratio under our regulatory requirements as a BDC was 206.2% excluding our SBA debentures as a result of our exemptive order from the SEC that allows us to exclude all SBA leverage from our asset coverage ratio. As a result of the SEC exemptive order, our ratio of total assets on a consolidated basis to outstanding indebtedness may be less than 150%, which while providing increased investment flexibility, also may increase our exposure to risks associated with leverage. Total asset coverage when including our SBA debentures was 192.8% at June 30, 2019.

Outstanding Borrowings

At June 30, 2019 and December 31, 2018, we had the following available borrowings and outstanding amounts:

 

 

June 30, 2019

 

 

December 31, 2018

 

(in thousands)

Total Available

 

 

Principal

 

 

Carrying Value (1)

 

 

Total Available

 

 

Principal

 

 

Carrying Value (1)

 

SBA Debentures (2)

$

149,000

 

 

$

149,000

 

 

$

147,910

 

 

$

149,000

 

 

$

149,000

 

 

$

147,655

 

2022 Notes

 

150,000

 

 

 

150,000

 

 

 

148,252

 

 

 

150,000

 

 

 

150,000

 

 

 

147,990

 

2024 Notes (3)

 

 

 

 

 

 

 

 

 

 

83,510

 

 

 

83,510

 

 

 

81,852

 

2025 Notes

 

75,000

 

 

 

75,000

 

 

 

72,780

 

 

 

75,000

 

 

 

75,000

 

 

 

72,590

 

2033 Notes

 

40,000

 

 

 

40,000

 

 

 

38,447

 

 

 

40,000

 

 

 

40,000

 

 

 

38,427

 

2027 Asset-Backed Notes

 

200,000

 

 

 

200,000

 

 

 

197,171

 

 

 

200,000

 

 

 

200,000

 

 

 

197,265

 

2028 Asset-Backed Notes

 

250,000

 

 

 

250,000

 

 

 

247,266

 

 

 

 

 

 

 

 

 

 

2022 Convertible Notes

 

230,000

 

 

 

230,000

 

 

 

225,832

 

 

 

230,000

 

 

 

230,000

 

 

 

225,051

 

Wells Facility (4)

 

75,000

 

 

 

11,105

 

 

 

11,105

 

 

 

75,000

 

 

 

13,107

 

 

 

13,107

 

Union Bank Facility (4)

 

200,000

 

 

 

82,316

 

 

 

82,316

 

 

 

100,000

 

 

 

39,849

 

 

 

39,849

 

Total

$

1,369,000

 

 

$

1,187,421

 

 

$

1,171,079

 

 

$

1,102,510

 

 

$

980,466

 

 

$

963,786

 

 

(1)

Except for the Wells Facility and Union Bank Facility, all carrying values represent the principal amount outstanding less the remaining unamortized debt issuance costs and unaccreted discount, if any, associated with the loan as of the balance sheet date.

(2)

At June 30, 2019, the total available borrowings under the SBA debentures were $149.0 million. At December 31, 2018, the total available borrowings under the SBA debentures were $149.0 million.

(3)

The 2024 Notes were fully repaid on January 14, 2019 and February 4, 2019.

(4)

Availability subject to us meeting the borrowing base requirements.

Debt issuance costs are fees and other direct incremental costs we incur in obtaining debt financing and are recognized as prepaid expenses and amortized over the life of the related debt instrument using the effective yield method or the straight-line method, which closely approximates the effective yield method. In accordance with ASC Subtopic 835-30, debt issuance costs are presented as a reduction to the associated liability balance on the Consolidated Statement of Assets and Liabilities, except for debt issuance costs associated with line-of-credit arrangements.

 

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Debt issuance costs, net of accumulated amortization, as of June 30, 2019 and December 31, 2018 were as follows:

 

(in thousands)

 

June 30, 2019

 

 

December 31, 2018

 

SBA Debentures

 

$

1,090

 

 

$

1,345

 

2022 Notes

 

 

1,199

 

 

 

1,379

 

2024 Notes (2)

 

 

 

 

 

1,686

 

2025 Notes

 

 

2,220

 

 

 

2,410

 

2033 Notes

 

 

1,553

 

 

 

1,573

 

2027 Asset-Backed Notes

 

 

2,829

 

 

 

2,735

 

2028 Asset-Backed Notes

 

 

2,734

 

 

 

 

2022 Convertible Notes

 

 

2,378

 

 

 

2,823

 

Wells Facility (1)

 

 

370

 

 

 

100

 

Union Bank Facility (1)

 

 

1,545

 

 

 

165

 

Total

 

$

15,918

 

 

$

14,216

 

 

(1)

As the Wells Facility and Union Bank Facility are line-of-credit arrangements, the debt issuance costs associated with these instruments are presented separately as an asset on the Consolidated Statement of Assets and Liabilities in accordance with ASC Subtopic 835-30.

(2)

The 2024 Notes were fully redeemed on January 14, 2019 and February 4, 2019.

Refer to “Note 4 – Borrowings” included in the notes to our consolidated financial statements appearing elsewhere in this report for a discussion of the contract terms, interest expense, and fees associated with each outstanding borrowing as of and for the three and six months ended June 30, 2019.

Commitments

In the normal course of business, we are party to financial instruments with off-balance sheet risk. These consist primarily of unfunded contractual commitments to extend credit, in the form of loans, to our portfolio companies. Unfunded contractual commitments to provide funds to portfolio companies are not reflected on our balance sheet. Our unfunded contractual commitments may be significant from time to time. A portion of these unfunded contractual commitments are dependent upon the portfolio company reaching certain milestones before the debt commitment becomes available. Furthermore, our credit agreements contain customary lending provisions which allow us relief from funding obligations for previously made commitments in instances where the underlying company experiences materially adverse events that affect the financial condition or business outlook for the company. These commitments will be subject to the same underwriting and ongoing portfolio maintenance as are the on-balance sheet financial instruments that we hold. Since these commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As such, our disclosure of unfunded contractual commitments includes only those which are available at the request of the portfolio company and unencumbered by milestones.

At June 30, 2019, we had approximately $177.2 million of unfunded commitments, including undrawn revolving facilities, which were available at the request of the portfolio company and unencumbered by milestones. We intend to use cash flow from normal and early principal repayments, and proceeds from borrowings and notes to fund these commitments.

We also had approximately $40.0 million of non-binding term sheets outstanding to two new companies and no existing companies, which generally convert to contractual commitments within approximately 90 days of signing. Non-binding outstanding term sheets are subject to completion of our due diligence and final investment committee approval process, as well as the negotiation of definitive documentation with the prospective portfolio companies. Not all non-binding term sheets are expected to close and do not necessarily represent future cash requirements.

The fair value of our unfunded commitments is considered to be immaterial as the yield determined at the time of underwriting is expected to be materially consistent with the yield upon funding, given that interest rates are generally pegged to market indices and given the existence of milestones, conditions and/or obligations imbedded in the borrowing agreements.

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As of June 30, 2019, our unfunded contractual commitments available at the request of the portfolio company, including undrawn revolving facilities, and unencumbered by milestones are as follows:

 

(in thousands)

 

 

 

 

Portfolio Company

 

Unfunded

Commitments (1)

 

SeatGeek, Inc.

 

$

45,000

 

Tricida, Inc.

 

 

35,000

 

Urovant Sciences, Ltd.

 

 

30,000

 

Aldeyra Therapeutics

 

 

15,000

 

Constellation Pharmaceuticals, Inc.

 

 

10,000

 

Postmates, Inc.

 

 

10,000

 

Clarabridge, Inc.

 

 

5,000

 

X4 Pharmaceuticals, Inc

 

 

5,000

 

ThreatConnect, Inc.

 

 

4,000

 

Campaign Monitor Limited

 

 

3,667

 

Businessolver.com, Inc.

 

 

3,443

 

Fastly, Inc.

 

 

3,333

 

Lendio, Inc.

 

 

2,500

 

The CM Group LLC

 

 

1,750

 

Greenphire, Inc.

 

 

1,250

 

FPX, LLC

 

 

1,000

 

Cloud 9 Software

 

 

500

 

Yipit, LLC

 

 

425

 

Salsa Labs, Inc.

 

 

350

 

Total

 

$

177,218

 

 

(1)

Amount represents unfunded commitments, including undrawn revolving facilities, which are available at the request of the portfolio company. Amount excludes unfunded commitments which are unavailable due to the borrower having not met certain milestones.

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Contractual Obligations

The following table shows our contractual obligations as of June 30, 2019:

 

 

 

Payments due by period (in thousands)

 

Contractual Obligations (1)

 

Total

 

 

Less than 1 year

 

 

1 - 3 years

 

 

3 - 5 years

 

 

After 5 years

 

Borrowings (2)(3)

 

$

1,187,421

 

 

$

 

 

$

341,105

 

 

$

281,316

 

 

$

565,000

 

Lease and License Obligations (4)

 

 

14,224

 

 

 

3,221

 

 

 

5,912

 

 

 

4,313

 

 

 

778

 

Total

 

$

1,201,645

 

 

$

3,221

 

 

$

347,017

 

 

$

285,629

 

 

$

565,778

 

 

(1)

Excludes commitments to extend credit to our portfolio companies.

(2)

Includes $149.0 million principal outstanding under the SBA debentures, $150.0 million of the 2022 Notes, $75.0 million of the 2025 Notes, $40.0 million of the 2033 Notes, $200.0 million of the 2027 Asset-Backed Notes, $250.0 million of the 2028 Asset-Backed Notes, $230.0 million of the 2022 Convertible Notes, $11.1 million under the Wells Facility, and $82.3 million under the Union Bank Credit Facility as of June 30, 2019.

(3)

Amounts represent future principal repayments and not the carrying value of each liability. See Note 4 to the Company’s consolidated financial statements.

(4)

Facility leases and licenses including short-term leases.

Certain premises are leased or licensed under agreements which expire at various dates through June 2027. Total rent expense, including short-term leases, amounted to approximately $623,000 and $1.2 million during the three and six months ended June 30, 2019 and approximately $510,000 and $961,000 during the three and six months ended June 30, 2018.

Indemnification Agreements

We have entered into indemnification agreements with our directors and executive officers. The indemnification agreements are intended to provide our directors and executive officers the maximum indemnification permitted under Maryland law and the 1940 Act. Each indemnification agreement provides that we shall indemnify the director or executive officer who is a party to the agreement, or an “Indemnitee,” including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, to the maximum extent permitted by Maryland law and the 1940 Act.

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

Distributions

On July 24, 2019, the Board of Directors declared a cash distribution of $0.32 per share to be paid on August 19, 2019 to stockholders of record as of August 12, 2019. This distribution represents our fifty-sixth consecutive distribution since our IPO. In addition to the cash distribution, on July 24, 2019, the Board of Directors declared a supplemental distribution of $0.02 per share to be paid on August 19, 2019 to stockholders of record as of August 12, 2019. The total cumulative distribution to date, including the supplemental distribution is $15.95 per share.

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

Distributions from our taxable income (including gains) to a stockholder generally will be treated as a dividend for U.S. federal income tax purposes to the extent of such stockholder’s allocable share of our current or accumulated earnings and profits. Distributions in excess of our current and accumulated earnings and profits would generally be treated first as a return of capital to the extent of a stockholder’s tax basis in our shares, 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 taxable year based upon our taxable income for the full taxable year and distributions paid for the full taxable year. As a result, any determination of the tax attributes of our distributions made on a quarterly basis may not be representative of the actual tax attributes of our distributions for a full taxable year. Of the distributions declared during the year ended December 31, 2018, 100% were distributions derived from our current and accumulated earnings and profits.

During the three months ended June 30, 2019, we declared and paid a distribution of $0.33 per share. If we had determined the tax attributes of our distributions year-to-date as of June 30, 2019, 100% would be from our current and accumulated earnings and

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profits. However, there can be no certainty to stockholders that this determination is representative of what the tax attributes of our 2019 distributions to stockholders will actually be.

We maintain an “opt out” dividend reinvestment plan that provides for reinvestment of our distribution on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, if our Board of Directors authorizes, and we declare a cash distribution, then our stockholders who have not “opted out” of our dividend reinvestment plan will have their cash distribution automatically reinvested in additional shares of our common stock, rather than receiving the cash distributions.

Shortly after the close of each calendar year information identifying the source of the distribution (i.e., paid from ordinary income, paid from net capital gains on the sale of securities, and/or a return of paid-in-capital surplus which is a nontaxable distribution, if any) will be provided to our stockholders subject to information reporting. To the extent our taxable earnings fall below the total amount of our distributions for any taxable year, a portion of those distributions may be deemed a tax return of capital to our stockholders.

We expect to qualify to be subject to tax as a RIC under Subchapter M of the Code. In order to be subject to tax as a RIC, we are required to satisfy certain annual gross income and quarterly asset composition tests, as well as make distributions to our stockholders each taxable year treated as dividends for federal income tax purposes of an amount at least equal to 90% of the sum of our investment company taxable income, determined without regard to any deduction for dividends paid, plus our net tax-exempt income, if any. Upon being eligible to be subject to tax as a RIC, we would be entitled to deduct such distributions we pay to our stockholders in determining the overall components of our “taxable income.” Components of our taxable income include our taxable interest, dividend and fee income, reduced by certain deductions, as well as taxable net realized securities 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 such gains or losses are not included in taxable income until they are realized. In connection with maintaining our ability to be subject to tax as a RIC, among other things, we have made and intend to continue to make the requisite distributions to our stockholders each taxable year, which generally should relieve us from corporate-level U.S. federal income taxes.

As a RIC, we will be subject to a 4% nondeductible U.S. federal excise tax on certain undistributed income and gains unless we make distributions treated as dividends for U.S. federal income tax purposes in a timely manner to our stockholders in respect of each calendar year of an amount at least equal to the Excise Tax Avoidance Requirement. We will not be subject to this excise tax on any amount on which we incurred U.S. federal corporate income tax (such as the tax imposed on a RIC’s retained net capital gains).

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

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

We intend to timely distribute to our stockholders substantially all of our annual taxable income for each year, except that we may retain certain net capital gains for reinvestment and, depending upon the level of taxable income earned in a year, we may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax.

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.

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Valuation of Investments

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

At June 30, 2019, approximately 97.4% of our total assets represented investments in portfolio companies whose fair value is determined in good faith by the Board of Directors. Value, as defined in Section 2(a)(41) of the 1940 Act, is (i) the market price for those securities for which a market quotation is readily available and (ii) for all other securities and assets, fair value is as determined in good faith by the Board of Directors. Our investments are carried at fair value in accordance with the 1940 Act and ASC Topic 946 and measured in accordance with ASC Topic 820. Our debt securities are primarily invested in venture capital-backed companies in technology-related industries including technology, drug discovery and development, biotechnology, life sciences, healthcare and sustainable and renewable technology at all stages of development. Given the nature of lending to these types of businesses, substantially all of our investments in these portfolio companies are considered Level 3 assets under ASC Topic 820 because there is no known or accessible market or market indexes for these investment securities to be traded or exchanged. As such, we value substantially all of our investments at fair value as determined in good faith pursuant to a consistent valuation policy by our Board of Directors in accordance with the provisions of ASC Topic 820 and the 1940 Act. Due to the inherent uncertainty in determining the fair value of investments that do not have a readily available market value, the fair value of our investments determined in good faith by our Board of Directors may differ significantly from the value that would have been used had a readily available market existed for such investments, and the differences could be material.

We intend to continue to engage an independent valuation firm to provide us with valuation assistance regarding our determination of the fair value of selected portfolio investments each quarter unless directed by the Board of Directors to cancel such valuation services. Specifically, on a quarterly basis, we will identify portfolio investments with respect to which an independent valuation firm will assist in valuing. We select these portfolio investments based on a number of factors, including, but not limited to, the potential for material fluctuations in valuation results, credit quality and the time lapse since the last valuation of the portfolio investment by an independent valuation firm. The scope of the services rendered by an independent valuation firm is at the discretion of the Board of Directors. Our Board of Directors is ultimately, and solely, responsible for determining the fair value of our investments in good faith.

Refer to “Note 2 – Summary of Significant Accounting Policies” included in the notes to our consolidated financial statements appearing elsewhere in this report for a discussion of our valuation policies for the three and six months ended June 30, 2019.

Income Recognition

See “— Changes in Portfolio” for a discussion of our income recognition policies and results during the three and six months ended June 30, 2019. See “— Results of Operations” for a comparison of investment income for the three and six months ended June 30, 2019 and 2018.

Stock Based Compensation

We have issued and may, from time to time, issue stock options and restricted stock to employees under the 2018 Equity Incentive Plan and the Director Plan. We follow the guidelines set forth under ASC Topic 718 to account for stock options granted. Under ASC Topic 718, compensation expense associated with stock-based compensation is measured at the grant date based on the fair value of the award and is recognized over the vesting period. Determining the appropriate fair value model and calculating the fair value of stock-based awards at the grant date requires judgment, including estimating stock price volatility, forfeiture rate and expected option life.

 


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Subsequent Events

Distribution Declaration

On July 24, 2019, the Board of Directors declared a cash distribution of $0.32 per share to be paid on August 19, 2019 to stockholders of record as of August 12, 2019. This distribution represents our fifty-sixth consecutive distribution since our IPO, bringing the total cumulative distribution to date to $15.93 per share.

In addition to the cash distribution, on July 24, 2019, the Board of Directors declared a supplemental distribution of $0.02 per share to be paid on August 19, 2019 to stockholders of record as of August 12, 2019. The total cumulative distribution to date, including the supplemental distribution is $15.95 per share.

ATM Equity Program Issuances

Subsequent to June 30, 2019 and as of July 29, 2019, we did not sell any shares of our common stock under the Equity Distribution Agreement. As of July 29, 2019, approximately 10.7 million shares remain available for issuance and sale under the Equity Distribution Agreement.

Wells Facility

On July 2, 2019, Hercules Funding II entered into the Wells Facility Eighth Amendment. The Wells Facility Eighth Amendment amends certain provisions of the Wells Facility to, among other things, revise certain provisions thereof to further permit a third party special servicer to act as servicer after an event of default instead of us with respect to split-funded notes receivable owned by Hercules Funding II and an affiliate thereof (including Hercules Funding IV).

Intercreditor Agreement

To further reflect and govern the ability of a third party servicer to service split-funded notes receivable under each of the Union Bank Facility Amendment and the Wells Facility Eighth Amendment, on July 2, 2019, we, Hercules Funding II and Hercules Funding IV entered into the Intercreditor Agreement pursuant to which, among other things, U.S. Bank agreed to act, pursuant to the terms thereof, as such third party servicer.

July 2024 Notes

On July 16, 2019, we entered into the Note Purchase Agreement governing the issuance of $105.0 million in aggregate principal amount of July 2024 Notes to qualified institutional investors in a private placement. The July 2024 Notes have a fixed interest rate of 4.77% and are due on July 16, 2024, unless redeemed, purchased or prepaid prior to such date by us or our affiliates in accordance with their terms. Interest on the July 2024 Notes will be due semiannually and the July 2024 Notes are general unsecured obligations of ours that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.

Departure of Officer

On July 13, 2019, we entered into the Separation Agreement with Manuel Henriquez, our former Chairman and Chief Executive Officer which became effective on July 23, 2019. Under the terms of the Separation Agreement, Mr. Henriquez is no longer an employee of ours and has relinquished his claims to (i) 1,287,006 restricted stock units and shares of restricted stock awards whether vested or unvested, plus all related distribution equivalent units, under certain Restricted Stock Unit Award Agreements and Restricted Stock Award Agreements, (ii) all of his Retention PSUs, which at target performance represented 812,348 units and could have ranged from 406,174 units at minimum performance to 1,624,696 units at maximum performance (and no units being awarded for performance falling under the minimum performance threshold), plus all related distribution equivalent units, under the Retention Performance Stock Unit Award Agreement, effective as of May 2, 2018, and (iii) all severance benefits under the Retention Agreement, effective as of October 26, 2017. In exchange for relinquishing his claims under, and the termination of, each of the retention and other award agreements between us and Mr. Henriquez, Mr. Henriquez will receive (i) 692,841 shares of ours common stock (from settlement and/or acceleration of certain equity awards under certain outstanding equity award agreements) and (ii) three cash payments from us ($1,500,000 promptly after the effective date of the Separation Agreement (the “Effective Date”), $500,000 on the six-month anniversary of the Effective Date if Mr. Henriquez has complied with all of the covenants in the Separation Agreement as of such date and $500,000 on the one-year anniversary of the Effective Date if Mr. Henriquez has complied with all of the covenants in the Separation Agreement as of such date). The cost of the settlement does not have a material impact on our financial results for the quarter ended June 30, 2019 and it does not materially exceed the amounts that we have already expensed with respect to the awards and related agreements that Mr. Henriquez will no longer receive.

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Appointment of Officer  

On July 17, 2019, the Board of Directors appointed Scott Bluestein, our Interim Chief Executive Officer and Chief Investment Officer, as Chief Executive Officer and President and elected Mr. Bluestein as a director of ours effective July 17, 2019.  Mr. Bluestein will continue in his role of Chief Investment Officer. Mr. Bluestein will hold office as a Class III director for a term expiring in 2022 and does not currently serve on any of our committees.

Portfolio Company Developments

As of July 29, 2019, we held warrants or equity positions in four companies that have filed registration statements on Form S-1 with the SEC in contemplation of potential initial public offerings. Two of the companies filed confidentially under the JOBS Act. There can be no assurance that companies that have yet to complete their initial public offerings will do so in a timely manner or at all. Subsequent to June 30, 2019 and as of July 29, 2019, there were no announced or completed liquidity events.

 


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ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to financial market risks, including changes in interest rates. Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility, variability of spread relationships, the difference in re-pricing intervals between our assets and liabilities and the effect that interest rates may have on our cash flows. Changes in interest rates may affect both our cost of funding and our interest income from portfolio investments, cash and cash equivalents and idle fund investments. Our investment income will be affected by changes in various interest rates, including LIBOR and Prime rates, to the extent our debt investments include variable interest rates. As of June 30, 2019, approximately 97.7% of the loans in our portfolio had variable rates based on floating Prime or LIBOR rates with a floor. Our borrowings under the Credit Facilities bear interest at a floating rate and the borrowings under our SBA debentures, 2022 Notes, 2025 Notes, 2033 Notes, 2027 Asset-Backed Notes, 2028 Asset-Backed Notes, and 2022 Convertible Notes bear interest at a fixed rate. Changes in interest rates can also affect, among other things, our ability to acquire and originate loans and securities and the value of our investment portfolio.

Based on our Consolidated Statement of Assets and Liabilities as of June 30, 2019, the following table shows the approximate annualized increase (decrease) in components of net assets resulting from operations of hypothetical base rate changes in interest rates, assuming no changes in our investments and borrowings.

 

(in thousands)

 

Interest

 

 

Interest

 

 

Net

 

 

 

 

 

Basis Point Change

 

Income

 

 

Expense

 

 

Income

 

 

EPS

 

(75)

 

$

(10,473

)

 

$

(161

)

 

$

(10,312

)

 

$

(0.10

)

(50)

 

$

(7,460

)

 

$

(107

)

 

$

(7,353

)

 

$

(0.07

)

(25)

 

$

(3,784

)

 

$

(54

)

 

$

(3,730

)

 

$

(0.04

)

25

 

$

4,569

 

 

$

54

 

 

$

4,515

 

 

$

0.05

 

50

 

$

9,362

 

 

$

107

 

 

$

9,255

 

 

$

0.09

 

75

 

$

14,306

 

 

$

161

 

 

$

14,145

 

 

$

0.14

 

100

 

$

19,774

 

 

$

214

 

 

$

19,560

 

 

$

0.20

 

200

 

$

39,249

 

 

$

429

 

 

$

38,820

 

 

$

0.40

 

We do not currently engage in any hedging activities. However, we may, in the future, hedge against interest rate fluctuations (and foreign currency) by using standard hedging instruments such as futures, options, and forward contracts. While hedging activities may insulate us against changes in interest rates (and foreign currency), they may also limit our ability to participate in the benefits of lower interest rates with respect to our borrowed funds and higher interest rates with respect to our portfolio of investments. During the six months ended June 30, 2019, we did not engage in interest rate (or foreign currency) hedging activities.

Although we believe that the foregoing analysis is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in the credit market, credit quality, size and composition of the assets in our portfolio. It also does not adjust for other business developments, including borrowings under our SBA debentures, 2022 Notes, 2025 Notes, 2033 Notes, 2027 Asset-Backed Notes, 2028 Asset-Backed Notes, 2022 Convertible Notes and Credit Facilities that could affect the net increase in net assets resulting from operations, or net income. It also does not assume any repayments from borrowers. Accordingly, no assurances can be given that actual results would not differ materially from the statement above.

Because we currently borrow, and plan to borrow in the future, money to make investments, our net investment income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest the funds borrowed. Accordingly, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In periods of rising interest rates, our cost of funds would increase, which could reduce our net investment income if there is not a corresponding increase in interest income generated by variable rate assets in our investment portfolio.

For additional information regarding the interest rate associated with each of our, SBA debentures, 2022 Notes, 2025 Notes, 2033 Notes, 2027 Asset-Backed Notes, 2028 Asset-Backed Notes, 2022 Convertible Notes, and Credit Facilities, refer to Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition, Liquidity and Capital Resources - Outstanding Borrowings” in this quarterly report on Form 10-Q and “Note 4 – Borrowings” included in the notes to our consolidated financial statements appearing elsewhere in this report.

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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) under the Exchange Act. As of the end of the period covered by this quarterly report on Form 10-Q, our chief executive and chief financial officers have concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the 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 we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive and chief financial officers, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

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

 

 

 

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PART II: OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

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

 

ITEM  1A.

RISK FACTORS

In addition to the risks discussed below, important risk factors that could cause results or events to differ from current expectations are described in Part I, Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission on February 21, 2019.

As an internally managed business development company, we are dependent upon key management personnel for their time availability and for our future success, particularly Scott Bluestein, and if we are not able to hire and retain qualified personnel, or if we lose any member of our senior management team, our ability to implement our business strategy could be significantly harmed.

As an internally managed business development company, our ability to achieve our investment objectives and to make distributions to our stockholders depends upon the performance of our senior management. We depend upon the members of our senior management, particularly Mr. Bluestein, as well as other key personnel for the identification, final selection, structuring, closing and monitoring of our investments. These employees have critical industry experience and relationships on which we rely to implement our business plan. If we lose the services of Mr. Bluestein or any senior management members, we may not be able to operate the business as we expect, and our ability to compete could be harmed, which could cause our operating results to suffer. Furthermore, we do not have an employment agreement with Mr. Bluestein or our senior management that restricts them from creating new investment vehicles subject to compliance with applicable law. We believe our future success will depend, in part, on our ability to identify, attract and retain sufficient numbers of highly skilled employees. If we do not succeed in identifying, attracting and retaining such personnel, we may not be able to operate our business as we expect. In connection with our recruiting, branding and marketing efforts, we may, among other things, make charitable contributions in amounts we believe to be immaterial and that do not exceed $500,000 in the aggregate in any year. We believe that many of these contributions help us raise our profile in the communities and benefit us in attracting and retaining talent and investment opportunities.

As an internally managed business development company, our compensation structure is determined and set by our Board of Directors. This structure currently includes salary and bonus and incentive compensation, which is issued through grants and subsequent vesting of restricted stock. We are not generally permitted by the 1940 Act to employ an incentive compensation structure that directly ties performance of our investment portfolio and results of operations to compensation owing to our granting of restricted stock as incentive compensation.

Members of our senior management may receive offers of more flexible and attractive compensation arrangements from other companies, particularly from investment advisers to externally managed business development companies that are not subject to the same limitations on incentive-based compensation that we, as an internally managed business development company are subject to. We do not currently have agreements with certain members of our senior management that prohibit them from leaving and competing with our business and certain States limit our ability to have such agreements. A departure by one or more members of our senior management could have a negative impact on our business, financial condition and results of operations.

We are exposed to risks associated with changes in interest rates, including fluctuations in interest rates which could adversely affect our profitability or the value of our portfolio

General interest rate fluctuations may have a substantial negative impact on our investments and investment opportunities, and, accordingly, may have a material adverse effect on our investment objective and rate of return on investment capital. 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 and may issue debt securities, preferred stock or other securities, our net investment income is dependent upon the difference between the rate at which we borrow funds or pay interest or dividends on such debt securities, preferred stock or other securities and the rate at which we invest these funds. Typically, we anticipate that our interest-earning investments will accrue and pay interest at both variable and fixed rates, and that our interest-bearing liabilities will generally accrue interest at fixed rates.

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A significant increase in market interest rates could harm our ability to attract new portfolio companies and originate new loans and investments. In addition to potentially increasing the cost of our debt, increasing interest rates may also have a negative impact on our portfolio companies’ ability to repay or service their loans, which could enhance the risk of loan defaults. We expect that most of our current initial investments in debt securities will be at floating rate with a floor. 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. As of June 30, 2019, approximately 97.7% of our loans were at floating rates or floating rates with a floor and 2.3% of the loans were at fixed rates.

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.

Additionally, in July 2017, the head of the United Kingdom Financial Conduct Authority announced that it will no longer persuade or compel banks to submit rates for the calculation of LIBOR after 2021. At this time, it is not possible to predict the effect of this announcement as there is no definitive information regarding the future utilization of LIBOR or of any particular replacement rate. In addition, any further changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market value for or value of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us and could have a material adverse effect on our business, financial condition and results of operations. If LIBOR ceases to exist, we may need to renegotiate the credit agreements extending beyond 2021 with our portfolio companies that utilize LIBOR as a factor in determining the interest rate and our existing Credit Facilities to replace LIBOR with the new standard that is established.

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

Our total investment in companies may be significant individually or in the aggregate. As a result, if a significant investment in one or more companies fails to perform as expected, our financial results could be more negatively affected and the magnitude of the loss could be more significant than if we had made smaller investments in more companies. The following table shows the fair value of the totals of investments held in portfolio companies at June 30, 2019 that represent greater than 5% of our net assets:

 

 

June 30, 2019

 

(in thousands)

Fair Value

 

 

Percentage of Net Assets

 

BridgeBio Pharma LLC

$

82,520

 

 

 

7.5

%

Paratek Pharmaceuticals, Inc.

 

72,275

 

 

 

6.5

%

EverFi, Inc.

 

62,167

 

 

 

5.6

%

Oak Street Health

 

60,885

 

 

 

5.5

%

Businessolver.com, Inc.

 

55,612

 

 

 

5.0

%

 

BridgeBio Pharma LLC is a clinical-stage biopharmaceutical company that discovers and develops drugs for patients with genetic diseases.

 

Paratek Pharmaceuticals, Inc. is a biopharmaceutical company focused on the development and commercialization of innovative therapies based upon its expertise in novel tetracycline chemistry.

 

EverFi, Inc. is a technology company that offers a web-based media platform to teach and certify students in the core concepts of financial literacy, from student loan defaults and sub-prime mortgages to credit card debt and rising bankruptcy rates.

 

Oak Street Health operates primary care clinics and healthcare centers that provides healthcare facilities for medicare eligible beneficiaries, and it serves patients in the United States.

 

Businessolver.com, Inc. is a technology company that provides a cloud-based SaaS platform for employee benefit administration designed to manage and monitor enrollment and payroll dashboards with real-time data.

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

97


 

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Dividend Reinvestment Plan

During the six months ended June 30, 2019, we issued 89,322 shares of common stock to stockholders in connection with the dividend reinvestment plan. These issuances were not subject to the registration requirements of the Securities Act. The aggregate value of the shares of our common stock issued under our dividend reinvestment plan was approximately $1.2 million.

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Not Applicable

 

ITEM 4.

MINE SAFETY DISCLOSURES

Not Applicable

 

ITEM 5.

OTHER INFORMATION

Not Applicable

98


 

 

ITEM 6.

EXHIBITS

 

Exhibit
Number

Description

 

10.1

 

Equity Distribution Agreement, dated as of May 6, 2019, by and among Hercules Capital, Inc. and JMP Securities LLC.(1)

 

10.2

 

Underwriting Agreement, dated June 12, 2019, by and among Hercules Capital, Inc. and Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC and Keefe, Bruyette & Woods, Inc., as representatives of the several underwriters named on Schedule I.(2)

 

10.3

 

First Amendment to the Loan and Security Agreement, dated as of June 28, 2019, by and among Hercules Funding IV LLC, as borrower, MUFG Union Bank, N.A., as the arranger and administrative agent, and the lenders party thereto from time to time.(3)

 

10.4

Eighth Amendment to Amended and Restated Loan and Security Agreement, dated as of July 2, 2019, by and among Hercules Funding II LLC, as borrower, Wells Fargo Capital Finance, LLC (f/k/a Wells Fargo Foothill, LLC), as the arranger and the administrative agent, and the lenders party thereto from time to time.(3)

 

10.5

Intercreditor Agreement, dated as of July 2, 2019, by and among Wells Fargo Capital Finance, LLC, as arranger and administrative agent, MUFG Union Bank, N.A., as arranger and administrative agent, Hercules Funding II LLC, Hercules Funding IV LLC, Hercules Capital, Inc., and U.S. Bank National Association, as special servicer.(3)

 

10.6*

Separation Agreement, dated as of July 13, 2019, by and between Hercules Capital, Inc. and Manuel Henriquez.

 

10.7

Note Purchase Agreement, dated July 16, 2019, by and among Hercules Capital, Inc. and the Purchasers party thereto.(4)

 

 

31.1*

 

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

 

31.2*

 

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

 

32.1*

 

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

 

32.2*

 

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

 

 

 

*

Filed herewith.

(1)

Previously filed as Post-Effective Amendment No. 2, as filed on May 6, 2019 (File No. 333- 231089), to the Registration Statement on Form N-2 of the Company.

(2)

Previously filed as part of the Current Report on Form 8-K of the Company, as filed on June 18, 2019.

(3)

Previously filed as part of the Current Report on Form 8-K of the Company, as filed on July 3, 2019.

(4)

Previously filed as part of the Current Report on Form 8-K of the Company, as filed on July 16, 2019.

99


 

 

Schedule 12 – 14

HERCULES CAPITAL, INC.

SCHEDULE OF INVESTMENTS IN AND ADVANCES TO AFFILIATES

For the Six Months Ended June 30, 2019

(in thousands)

 

Portfolio Company

 

Investment (1)

 

Amount of Interest Credited to Income (2)

 

 

Realized Gain (Loss)

 

 

As of December 31, 2018 Fair Value

 

 

Gross Additions (3)

 

 

Gross Reductions (4)

 

 

Net Change in Unrealized Appreciation/ (Depreciation)

 

 

As of June 30, 2019 Fair Value

 

Control Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Majority Owned Control Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gibraltar Business Capital, LLC (7)

 

Unsecured Debt

 

$

1,109

 

 

$

 

 

$

14,401

 

 

$

24

 

 

$

 

 

$

329

 

 

$

14,754

 

 

 

Preferred Stock

 

 

 

 

 

 

 

 

23,402

 

 

 

 

 

 

 

 

 

5,951

 

 

 

29,353

 

 

 

Common Stock

 

 

 

 

 

 

 

 

1,688

 

 

 

 

 

 

 

 

 

429

 

 

 

2,117

 

                Total Majority Owned Control Investments

 

 

 

$

1,109

 

 

$

 

 

$

39,491

 

 

$

24

 

 

$

 

 

$

6,709

 

 

$

46,224

 

Other Control Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tectura Corporation(5)

 

Senior Debt

 

$

955

 

 

$

 

 

$

18,128

 

 

$

319

 

 

$

 

 

$

(8,777

)

 

$

9,670

 

 

 

Preferred Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Other Control Investments

 

$

955

 

 

$

 

 

$

18,128

 

 

$

319

 

 

$

 

 

$

(8,777

)

 

$

9,670

 

Total Control Investments

 

$

2,064

 

 

$

 

 

$

57,619

 

 

$

343

 

 

$

 

 

$

(2,068

)

 

$

55,894

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliate Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Optiscan BioMedical, Corp.

 

Preferred Warrants

 

$

 

 

$

 

 

$

178

 

 

$

 

 

$

 

 

$

72

 

 

$

250

 

 

 

Preferred Stock

 

 

 

 

 

 

 

 

6,799

 

 

 

1,631

 

 

 

 

 

 

(308

)

 

 

8,122

 

Solar Spectrum Holdings LLC (p.k.a. Sungevity, Inc.) (6)

 

Senior Debt

 

 

1,247

 

 

 

 

 

 

11,404

 

 

 

1,513

 

 

 

 

 

 

 

 

 

12,917

 

 

 

Common Stock

 

 

 

 

 

 

 

 

3,115

 

 

 

 

 

 

 

 

 

(2,990

)

 

 

125

 

Total Affiliate Investments

 

$

1,247

 

 

$

 

 

$

21,496

 

 

$

3,144

 

 

$

 

 

$

(3,226

)

 

$

21,414

 

Total Control and Affiliate Investments

 

$

3,311

 

 

$

 

 

$

79,115

 

 

$

3,487

 

 

$

 

 

$

(5,294

)

 

$

77,308

 

 

(1)

Stock and warrants are generally non-income producing and restricted.

(2)

Represents the total amount of interest or dividends credited to income for the period an investment was an affiliate or control investment.

(3)

Gross additions include increases in the cost basis of investments resulting from new portfolio investments, paid-in-kind interest or dividends, the amortization of discounts and closing fees and the exchange of one or more existing securities for one or more new securities.

(4)

Gross reductions include decreases in the cost basis of investments resulting from principal repayments or sales and the exchange of one or more existing securities for one or more new securities. Gross reductions also include previously recognized depreciation on investments that become control or affiliate investments during the period.

(5)

As of March 31, 2017, the Company's investment in Tectura Corporation became classified as a control investment as of result of obtaining more than 50% representation on the portfolio company's board. In May 2018, the Company purchased common shares, thereby obtaining greater than 25% of voting securities of Tectura as of June 30, 2018.

(6)

As of September 30, 2017, the Company's investment in Solar Spectrum Holdings LLC (p.k.a. Sungevity, Inc.) became classified as an affiliate investment due to a reduction in equity ownership. Note that this investment was classified as a control investment as of June 30, 2017 after the Company obtained a controlling financial interest.

(7)

As of March 31, 2018, the Company's investment in Gibraltar Business Capital, LLC became classified as a control investment as a result of obtaining a controlling financial interest.

100


 

 

Schedule 12 – 14

HERCULES CAPITAL, INC.

SCHEDULE OF INVESTMENTS IN AND ADVANCES TO AFFILIATES

As of June 30, 2019

(in thousands)

 

Portfolio Company

 

Industry

 

Type of Investment (1)

 

Maturity Date

 

Interest Rate and Floor

 

Principal

or Shares

 

 

Cost

 

 

Value (2)

 

Control Investments

 

Majority Owned Control Investments

 

Gibraltar Business Capital, LLC

 

Diversified Financial Services

 

Unsecured Debt

 

March 2023

 

Interest rate FIXED 14.50%

 

$

15,000

 

 

$

14,754

 

 

$

14,754

 

 

 

Diversified Financial Services

 

Preferred Series A Equity

 

 

 

 

 

 

10,602,752

 

 

 

26,122

 

 

 

29,353

 

 

 

Diversified Financial Services

 

Common Stock

 

 

 

 

 

 

830,000

 

 

 

1,884

 

 

 

2,117

 

Total Gibraltar Business Capital, LLC

 

 

$

42,760

 

 

$

46,224

 

Total Majority Owned Control Investments (4.18%)*

 

 

$

42,760

 

 

$

46,224

 

Other Control Investments

 

Tectura Corporation

 

Internet Consumer & Business Services

 

Senior Secured Debt

 

June 2021

 

Interest rate FIXED 6.00%,

PIK Interest 3.00%

 

$

21,243

 

 

$

21,243

 

 

$

9,670

 

 

 

Internet Consumer & Business Services

 

Senior Secured Debt

 

June 2021

 

PIK Interest 8.00%

 

$

10,680

 

 

 

240

 

 

 

 

 

 

Internet Consumer & Business Services

 

Preferred Series BB Equity

 

 

 

 

 

 

1,000,000

 

 

 

 

 

 

 

 

 

Internet Consumer & Business Services

 

Common Stock

 

 

 

 

 

 

414,994,863

 

 

 

900

 

 

 

 

Total Tectura Corporation

 

 

$

22,383

 

 

$

9,670

 

Total Other Control Investments (0.88%)*

 

 

$

22,383

 

 

$

9,670

 

Total Control Investments (5.06%)*

 

 

$

65,143

 

 

$

55,894

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliate Investments

 

Optiscan BioMedical, Corp.

 

Medical Devices & Equipment

 

Preferred Series B Equity

 

 

 

 

 

 

61,855

 

 

$

3,000

 

 

$

411

 

 

 

Medical Devices & Equipment

 

Preferred Series C Equity

 

 

 

 

 

 

19,273

 

 

 

655

 

 

 

117

 

 

 

Medical Devices & Equipment

 

Preferred Series D Equity

 

 

 

 

 

 

551,038

 

 

 

5,257

 

 

 

3,456

 

 

 

Medical Devices & Equipment

 

Preferred Series E Equity

 

 

 

 

 

 

507,103

 

 

 

4,240

 

 

 

4,138

 

 

 

Medical Devices & Equipment

 

Preferred Series E Warrants

 

 

 

 

 

 

74,424

 

 

 

572

 

 

 

250

 

Total Optiscan BioMedical, Corp.

 

 

$

13,724

 

 

$

8,372

 

Solar Spectrum Holdings LLC (p.k.a. Sungevity, Inc.)

 

Sustainable and Renewable Technology

 

Senior Secured Debt

 

August 2019

 

Interest rate PRIME + 8.70% or Floor rate of 13.70%, 6.67% Exit Fee

 

$

10,000

 

 

$

10,614

 

 

$

10,614

 

 

 

Sustainable and Renewable Technology

 

Senior Secured Debt

 

July 2019

 

PIK Interest 10.00%

 

$

683

 

 

 

683

 

 

 

683

 

 

 

Sustainable and Renewable Technology

 

Senior Secured Debt

 

July 2019

 

Interest rate PRIME + 10.70% or Floor rate of 15.70%, PIK Interest 2.00%

 

$

1,620

 

 

 

1,620

 

 

 

1,620

 

 

 

Sustainable and Renewable Technology

 

Common Stock

 

 

 

 

 

 

380

 

 

 

61,501

 

 

 

125

 

 

 

Sustainable and Renewable Technology

 

Common Warrants

 

 

 

 

 

 

0.69

 

 

 

 

 

 

 

Total Solar Spectrum Holdings LLC (p.k.a. Sungevity, Inc.)

 

 

$

74,418

 

 

$

13,042

 

Total Affiliate Investments (1.94%)*

 

 

$

88,142

 

 

$

21,414

 

Total Control and Affiliate Investments (7.00%)*

 

 

$

153,285

 

 

$

77,308

 

 

*

Value as a percent of net assets

(1)

Stock and warrants are generally non-income producing and restricted.

(2)

All of the Company’s control and affiliate investments are Level 3 investments valued using significant unobservable inputs.

101


 

 

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 CAPITAL, INC. (Registrant)

 

 

 

Dated: August 1, 2019

 

/S/ SCOTT BLUESTEIN

 

 

Scott Bluestein

 

 

President, Chief Executive Officer, and

Chief Investment Officer

 

 

Dated: August 1, 2019

 

/S/ SETH H. MEYER 

 

 

Seth H. Meyer

 

 

Chief Financial Officer, and

Chief Accounting Officer

 

102