UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

 

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 5, 2019

 

HORIZON TECHNOLOGY FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   814-00802   27-2114934

(State or other jurisdiction

of incorporation)

  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

312 Farmington Avenue

Farmington, CT 06032

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (860) 676-8654

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

 

Section 2 Financial Information
Item 2.02 Results of Operations and Financial Condition

 

On March 5, 2019, Horizon Technology Finance Corporation (the “Company”) issued a press release announcing its financial results for the three months and year ended December 31, 2018. A copy of this press release is attached hereto as Exhibit 99.1.

 

The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of such Section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits

 

(d)Exhibits.

 

99.1 Press release of the Company dated March 5, 2019.

 

2

 

 

SIGNATURE

 

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

 

Date: March 5, 2019

HORIZON TECHNOLOGY FINANCE CORPORATION

   
 

By:  

/s/ Robert D. Pomeroy, Jr.

 

    Robert D. Pomeroy, Jr.
    Chief Executive Officer

 

3

 

 

Exhibit 99.1

 

 

 

Horizon Technology Finance Announces Fourth Quarter and Full Year 2018 Financial Results

 

- Net Investment Income per Share of $0.34 -

 

- NII Covers Distributions for Year -

 

- Third Consecutive Quarter of Portfolio Growth -

 

Farmington, Connecticut – March 5, 2019 – Horizon Technology Finance Corporation (NASDAQ: HRZN) (“Horizon” or the “Company”), a leading specialty finance company that provides capital in the form of secured loans to venture capital backed companies in the technology, life science, healthcare information and services, and cleantech industries, today announced its financial results for the fourth quarter and full year ended December 31, 2018.

 

Fourth Quarter and Full Year 2018 Highlights

 

·Net investment income grew 67% to $4.0 million, or $0.34 per share during the fourth quarter of 2018, compared to $2.4 million, or $0.21 per share, for the prior-year period
·Net investment income grew 13% to $13.9 million, or $1.20 per share for 2018, compared to $12.3 million, or $1.07 per share, for 2017
·Net asset value of $134.3 million, or $11.64 per share, at year end
·Funded six loans totaling $47.0 million during the quarter and 23 loans totaling $115.8 million for 2018
·Experienced liquidity events from four portfolio companies in the fourth quarter and 14 for the full year
·Joint venture purchased initial investments and able to access its debt facility of up to $100 million
·Achieved annualized portfolio yield on debt investments of 16.7% for the quarter and 15.3% for 2018
·Total investment portfolio of $248.4 million as of December 31, 2018
·Expanded aggregate commitments under revolving credit facility from $100 million to $125 million
·Held portfolio of warrant and equity positions in 76 companies at year end

 

Subsequent Events

·Declared distributions of $0.10 per share payable in each of April, May and June 2019
·Horizon’s Advisor also declared today that it will irrevocably waive the receipt of incentive fees related to the amount previously deferred that it may be entitled to receive under the Investment Management Agreement between Horizon and its Advisor for all of 2019

 

“Horizon closed out 2018 on a strong note with net investment income again covering our distributions, as we continued our positive performance,” said Robert D. Pomeroy, Jr., Chairman and Chief Executive Officer of Horizon. “Specifically, we grew our portfolio for the third consecutive quarter, bolstered by $47 million of originations, and generated solid returns and net investment income, which exceeded our distributions. Further, our loan portfolio yield of 15.3% for 2018 ranks among the highest yields in the BDC industry and is indicative of our loan structuring expertise and the success of our predictive pricing strategy.”

 

“Importantly, overall credit quality continues to be strong, as we once again ended the quarter with no non-accruals, further validating our underwriting process,” added Mr. Pomeroy. “As we look toward the balance of 2019, we have ample liquidity to take advantage of sizable market demand to fund new investments and grow our portfolio. We remain confident in the strength of our business and believe we are well positioned to deliver additional long-term value to our shareholders.”

 

 

 

 

Fourth Quarter 2018 Operating Results

 

Total investment income for the quarter ended December 31, 2018 was $8.8 million, an increase of 43% compared to $6.2 million for the quarter ended December 31, 2017. The year-over-year growth in total investment income is primarily due to higher interest income on investments resulting from an increase in the average size of the debt investment portfolio and higher interest rates.

 

The Company’s dollar-weighted annualized yield on average debt investments for the quarter ended December 31, 2018 and 2017 was 16.7% and 14.1%, respectively. The Company calculates the dollar-weighted annualized yield on average debt investments for any period measured as (1) total investment income (excluding dividend income) during the period divided by (2) the average of the fair value of debt investments outstanding on (a) the last day of the calendar month immediately preceding the first day of the period and (b) the last day of each calendar month during the period. The dollar-weighted annualized yield on average debt investments is higher than what investors will realize because it does not reflect expenses or any sales load paid by investors.

 

Net expenses for the quarter ended December 31, 2018 were $4.8 million, compared to $3.8 million for the quarter ended December 31, 2017. The increase was primarily due to $0.5 million in higher net performance-based incentive fees, $0.2 million in additional base management fees related to the larger average size of the investment portfolio and $0.1 million in additional interest expense related to an increase in average borrowings. During the quarter ended December 31, 2018, the Company’s Advisor waived performance-based incentive fees of $0.6 million, which reduced net expense and generated additional net investment income for the quarter ended December 31, 2018.

 

Net investment income for the quarter ended December 31, 2018 was $4.0 million, or $0.34 per share, as compared to $2.4 million, or $0.21 per share, for the quarter ended December 31, 2017.

 

For the quarter ended December 31, 2018, net realized gain on investments was $0.9 million, or $0.08 per share, compared to net realized loss on investments of $10.1 million, or $0.88 loss per share, for the quarter ended December 31, 2017.

 

For the quarter ended December 31, 2018, net unrealized depreciation on investments was $1.6 million, or $0.14 per share, as compared to net unrealized appreciation on investments of $10.2 million, or $0.88 per share, for the prior-year period.

 

Full Year 2018 Operating Results

 

Total investment income for the year ended December 31, 2018 was $31.1 million, an increase of 21% compared to $25.8 million for the year ended December 31, 2017.

 

Horizon’s dollar-weighted annualized yield on average debt investments for the year ended December 31, 2018 and 2017 was 15.3% and 15.1%, respectively.

 

For the full year ended December 31, 2018, net investment income was $13.9 million, or $1.20 per share, compared to net investment income of $12.3 million, or $1.07 per share, in the prior year.

 

For the full year ended December 31, 2018, net realized gain on investments was $0.6 million, or $0.06 per share, compared to net realized loss on investments of $21.2 million, or $1.84 per share, for the full year ended December 31, 2017.

 

For the full year ended December 31, 2018, net unrealized depreciation on investments was $1.5 million, or $0.13 per share, compared to net unrealized appreciation on investments of $18.5 million, or $1.60 per share, for the full year ended December 31, 2017.

 

 

 

 

Portfolio Summary and Investment Activity

 

As of December 31, 2018, the Company’s debt portfolio consisted of 34 secured loans with an aggregate fair value of $216.4 million. In addition, the Company’s total warrant, equity and other investments in 80 portfolio companies had an aggregate fair value of $18.8 million, and the Company’s 50% equity interest in its joint venture had a fair value of $13.2 million as of December 31, 2018. Total portfolio investment activity for the three months and full year ended December 31, 2018 and 2017 was as follows:

 

($ in thousands) 

For the Three Months Ended
December 31,

  

For the Full Year Ended
December 31,

 
   2018   2017   2018   2017 
Beginning portfolio  $239,757   $176,704   $222,099   $194,003 
                     
New debt investments   47,000    72,945    111,725    139,256 
                     
Less refinanced debt investments   (7,989)   (3,700)   (10,468)   (3,700)
                     
Net new debt investments   39,011    69,245    101,257    135,556 
                     
Investment in controlled affiliate investments   8,849        13,262     
                     
Principal payments received on investments   (4,686)   (2,942)   (24,254)   (30,477)
                     
Early pay-offs   (33,250)   (20,496)   (60,185)   (72,613)
                     
Accretion of debt investment fees   785    484    2,390    1,881 
                     
New debt investment fees   (395)   (745)   (2,279)   (1,705)
                     
New equity           1,090     
                     
Warrants received in settlement of fee income           161     
                     
Proceeds from sale of investments   (933)   (268)   (4,293)   (1,840)
                     
Dividend income from controlled affiliate investments   (255)       (255)    
                     
Distributions from controlled affiliate investments   255        255     
                     
Net realized gain (loss) on investments   790    (10,092)   553    (21,191)
                     
Net unrealized (depreciation) appreciation on investments   (1,628)   10,209    (1,501)   18,485 
                     
Other   141        141     
                     
Ending portfolio  $248,441   $222,099   $248,441   $222,099 

 

 

 

 

Net Asset Value

 

At December 31, 2018, the Company’s net assets were $134.3 million, or $11.64 per share, as compared to $135.1 million, or $11.72 per share, as of December 31, 2017.

 

For the quarter ended December 31, 2018, net increase in net assets resulting from operations was $3.2 million, or $0.28 per share, compared to net increase in net assets of $2.5 million, or $0.21 per share, for the quarter ended December 31, 2017.

 

Portfolio Asset Quality

 

The following table shows the classification of Horizon’s loan portfolio at fair value by internal credit rating as of December 31, 2018 and 2017:

 

($ in thousands)  December 31, 2018   December 31, 2017 
   Number of Investments   Debt Investments at Fair Value   Percentage of Debt Investments   Number of Investments   Debt Investments at Fair Value   Percentage of Debt Investments 
Credit Rating                              
4   6   $41,677    19.3%   4   $18,701    9.2%
3   23    155,439    71.8%   25    176,560    86.6%
2   5    19,285    8.9%   3    5,632    2.8%
1               1    2,900    1.4%
Total   34   $216,401    100.0%   33   $203,793    100.0%

 

As of December 31, 2018, Horizon’s loan portfolio had a weighted average credit rating of 3.1, an improvement from 3.0 as of December 31, 2017, with 4 being the highest credit quality rating and 3 being the rating for a standard level of risk. A rating of 2 represents an increased level of risk and, while no loss is currently anticipated for a 2-rated loan, there is potential for future loss of principal. A rating of 1 represents deteriorating credit quality and high degree of risk of loss of principal. As of December 31, 2018, there were no debt investments with an internal credit rating of 1. As of December 31, 2017, there was one debt investment with an internal credit rating of 1, with a cost of $3.0 million and a fair value of $2.9 million.

 

Liquidity Events

 

During the quarter ended December 31, 2018, Horizon experienced liquidity events from four portfolio companies. Liquidity events for Horizon may consist of the sale of warrants or equity in portfolio companies, loan prepayments, sale of owned assets or receipt of success fees.

 

In October, ShopKeep Inc. (“ShopKeep”) prepaid its outstanding principal balance of $8.5 million on its venture loan, plus interest, end-of-term payment and prepayment fee. Horizon continues to hold warrants in ShopKeep.

 

In October, Ekahau, Inc. (“Ekahau”) closed a sale transaction from which Horizon received proceeds of approximately $0.9 million in connection with the termination of Horizon’s warrants in Ekahau.

 

In October, PebblePost, Inc. (“PebblePost”) prepaid its outstanding principal balance of $8.0 million on its venture loan plus interest, end-of-term payment and prepayment fee. Horizon continues to hold warrants in PebblePost.

 

In November, with the proceeds of a new loan from Horizon, The NanoSteel Company, Inc. (“NanoSteel”) prepaid its previously outstanding principal balance of $8.0 million on its venture loan plus interest, end-of-term payment and prepayment fee. Horizon continues to hold warrants in NanoSteel.

 

 

 

 

Liquidity and Capital Resources

 

As of December 31, 2018, the Company had $13.5 million in available liquidity, including $12.6 million in cash and $0.9 million in funds available under existing credit facility commitments.

 

On December 28, 2018, the Company amended its revolving credit facility with KeyBank (the “Key Facility”), increasing the aggregate commitments under the Key Facility by $25.0 million to $125.0 million. The Key Facility allows for an increase in the total loan commitment up to an aggregate commitment of $150.0 million. There can be no assurance that any additional lenders will make any commitments under the Key Facility. As of December 31, 2018, there was $90.5 million outstanding principal balance under the $125.0 million Key Facility.

 

As of December 31, 2018, the Company's debt to equity leverage ratio was 95%, and the asset coverage ratio for borrowed amounts was 205%.

 

Stock Repurchase Program

 

On April 27, 2018, the Company’s board of directors extended the Company’s previously authorized stock repurchase program until the earlier of June 30, 2019 or the repurchase of $5.0 million of the Company’s common stock. During the quarter and full year ended December 31, 2018, the Company did not repurchase any shares of its common stock. From the inception of the stock repurchase program through December 31, 2018, the Company has repurchased 167,465 shares of its common stock at an average price of $11.22 on the open market at a total cost of $1.9 million.

 

Monthly Distributions Declared in First Quarter 2019

 

On March 1, 2019, the Company’s board of directors declared monthly distributions of $0.10 per share payable in each of April, May and June 2019. The following table shows these monthly distributions, which total $0.30 per share:

 

Ex-Dividend Date  Record Date  Payment Date  Amount per Share 
March 18, 2019  March 19, 2019  April 16, 2019  $0.10 
April 17, 2019  April 18, 2019  May 15, 2019  $0.10 
May 16, 2019  May 17, 2019  June 17, 2019  $0.10 
      Total:  $0.30 

 

After paying distributions of $1.10 per share deemed paid for tax purposes in 2018, declaring on October 26, 2018 a distribution of $0.10 per share payable January 15, 2019, and generating taxable earnings of $1.22 per share in 2018, the Company’s undistributed spillover income as of December 31, 2018 was $0.11 per share. Spillover income includes any ordinary income and net capital gains from the preceding tax years that were not distributed during such tax years.

 

When declaring distributions, the Horizon board of directors reviews estimates of taxable income available for distribution, which may differ from consolidated net income under generally accepted accounting principles due to (i) changes in unrealized appreciation and depreciation, (ii) temporary and permanent differences in income and expense recognition, and (iii) the amount of spillover income carried over from a given year for distribution in the following year. The final determination of taxable income for each tax year, as well as the tax attributes for distributions in such tax year, will be made after the close of the tax year.

 

Conference Call

 

The Company will host a conference call on Wednesday, March 6, 2019, at 9:00 a.m. ET to discuss its latest corporate developments and financial results. To participate in the call, please dial (877) 677-9112 (domestic) or (708) 290-1396 (international). In addition, a live webcast will be available on the Company’s website at www.horizontechfinance.com.

 

A replay of the call will be available through March 8, 2019 at (855) 859-2056 in the United States and (404) 537-3406 International, passcode 7869896. A webcast replay will be available on the Company's website for 30 days following the call.

 

 

 

 

About Horizon Technology Finance

 

Horizon Technology Finance Corporation (NASDAQ: HRZN) is a leading specialty finance company that provides capital in the form of secured loans to venture capital backed companies in the technology, life science, healthcare information and services, and cleantech industries. The investment objective of Horizon is to maximize its investment portfolio's return by generating current income from the debt investments it makes and capital appreciation from the warrants it receives when making such debt investments. Headquartered in Farmington, Connecticut, Horizon also has regional offices in Pleasanton, California, Reston, Virginia and Boston, Massachusetts. To learn more, please visit www.horizontechfinance.com.

 

Forward-Looking Statements


Statements included herein may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in Horizon’s filings with the Securities and Exchange Commission. Horizon undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.

 

Contacts:

 

Investor Relations:

ICR

Garrett Edson

ir@horizontechfinance.com

(860) 284-6450

 

Media Relations:

ICR

Brian Ruby

brian.ruby@icrinc.com

(203) 682-8268

 

 

 

 

Horizon Technology Finance Corporation and Subsidiaries

Consolidated Statements of Assets and Liabilities
(Dollars in thousands, except share and per share data)

 

   December 31, 
   2018   2017 
         
Assets          
Non-affiliate investments at fair value (cost of $229,772 and $219,303, respectively)   $227,624   $218,600 
Non-controlled affiliate investments at fair value (cost of $7,887 and $3,774, respectively)    7,574    3,499 
Controlled affiliate investments at fair value (cost of $13,262 and $0, respectively)    13,243     
Total investments at fair value (cost of $250,921 and $223,077, respectively)    248,441    222,099 
Cash    12,591    6,594 
Interest receivable    3,966    3,986 
Other assets    1,751    1,467 
Total assets   $266,749   $234,146 
           
Liabilities          
Borrowings   $126,853   $94,075 
Distributions payable    3,461    3,456 
Base management fee payable    422    379 
Incentive fee payable    991    541 
Other accrued expenses    765    620 
Total liabilities    132,492    99,071 
           
Commitments and contingencies          
           
Net assets          
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized, zero shares issued and outstanding as of December 31, 2018 and 2017         
Common stock, par value $0.001 per share, 100,000,000 shares authorized, 11,702,594 and 11,687,871 shares issued and 11,535,129 and 11,520,406 shares outstanding as of December 31, 2018 and 2017, respectively    12    12 
Paid-in capital in excess of par    179,616    179,641 
Distributable earnings    (45,371)   (44,578)
Total net assets    134,257    135,075 
Total liabilities and net assets   $266,749   $234,146 
Net asset value per common share   $11.64   $11.72 

 

 

 

 

Horizon Technology Finance Corporation and Subsidiaries

Consolidated Statements of Operations
(Dollars in thousands, except share and per share data)

 

   For the Three Months Ended   For the Year Ended 
   December  31,   December 31, 
   2018   2017   2018   2017 
Investment income                    
Interest income on investments                    
Interest income on non-affiliate investments   $7,676   $5,677   $28,061   $23,538 
Interest income on non-controlled affiliate investments    197    144    725    225 
Total interest income on investments    7,873    5,821    28,786    23,763 
Fee income                    
Prepayment fee income on non-affiliate investments    745    245    1,159    1,432 
Fee income on non-affiliate investments    10    82    867    567 
Fee income on affiliate investments    5    15    23    15 
Total fee income    760    342    2,049    2,014 
Dividend income                    
Dividend income on affiliate investments    172        255     
Total dividend income    172        255     
Total investment income    8,805    6,163    31,090    25,777 
Expenses                    
Interest expense    1,747    1,627    6,363    5,167 
Base management fee    1,179    1,003    4,578    3,786 
Performance based incentive fee    1,570    620    4,393    1,714 
Administrative fee    191    124    708    699 
Professional fees    346    260    1,343    1,365 
General and administrative    353    204    989    803 
Total expenses    5,386    3,838    18,374    13,534 
Performance based incentive fee waived    (579)   (79)   (1,184)   (79)
Net expenses    4,807    3,759    17,190    13,455 
Net investment income before excise tax    3,998    2,404    13,900    12,322 
Provision for excise tax    34    25    34    25 
Net investment income    3,964    2,379    13,866    12,297 
Net realized and unrealized (loss) gain on investments                    
Net realized gain (loss) on non-affiliate investments    882    (10,092)   645    (21,191)
Net realized gain (loss) on investments    882    (10,092)   645    (21,191)
Net unrealized (depreciation) appreciation on non-affiliate investments    (1,647)   10,211    (1,445)   18,506 
Net unrealized appreciation (depreciation) on non-controlled affiliate investments    38    (2)   (37)   (21)
Net unrealized depreciation on controlled affiliate investments    (19)       (19)    
Net unrealized (depreciation) appreciation on investments    (1,628)   10,209    (1,501)   18,485 
Net realized and unrealized (loss) gain on investments    (746)   117    (856)   (2,706)
Net increase in net assets resulting from operations   $3,218   $2,496   $13,010   $9,591 
Net investment income per common share   $0.34   $0.21   $1.20   $1.07 
Net increase in net assets per common share   $0.28   $0.21   $1.13   $0.83 
Distributions declared per share   $0.30   $0.30   $1.20   $1.20 
Weighted average shares outstanding    11,533,328    11,518,625    11,527,777    11,516,846