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): October 29, 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. ¨

 

Title of each class   Ticker symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   HRZN   The Nasdaq Stock Market LLC
6.25% Notes due 2022   HTFA   The New York Stock Exchange

 

 

 

 

 

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

 

On October 29, 2019, Horizon Technology Finance Corporation (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2019. 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 October 29, 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: October 29, 2019

HORIZON TECHNOLOGY FINANCE CORPORATION

 

 

 

By:

 

/s/ Robert D. Pomeroy, Jr.

    Robert D. Pomeroy, Jr.
    Chief Executive Officer

 

 3 

 

 

Exhibit Index

 

Exhibit No.   Description
     
99.1   Press release of the Company dated October 29, 2019

 

 4 

 

 

 

Exhibit 99.1

 

 

Horizon Technology Finance Announces Third Quarter 2019 Financial Results

 

- Net Investment Income per Share of $0.42 -

 

- Sixth Consecutive Quarter of Portfolio Growth -

 

- Record Debt Portfolio Yield of 17.7% -

 

Farmington, Connecticut – October 29, 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 sustainability industries, today announced its financial results for the third quarter ended September 30, 2019.

 

Third Quarter 2019 Highlights

 

·Net investment income of $5.8 million, or $0.42 per share
·Total investment portfolio of $281.5 million as of September 30, 2019
·Net asset value of $168.1 million, or $11.67 per share, as of September 30, 2019
·Achieved record annualized portfolio yield on debt investments of 17.7%
·Funded six loans totaling $46.6 million; experienced liquidity events from three portfolio companies
·Successfully completed $100 million issuance of asset-backed notes, backed by $160 million of secured loans originated by Horizon
·Entered into “at-the-market” offering program to issue up to $50 million in common stock and issued approximately 0.9 million shares of common stock at a premium to NAV for total net proceeds to the Company of $10.2 million
·Cash on hand of $36 million and capacity of $110 million under KeyBank credit facility as of September 30, 2019
·Continued to grow investment portfolio of joint venture
·Held portfolio of warrant and equity positions in 75 companies as of September 30, 2019
·Subsequent to quarter end, declared monthly distributions of $0.10 per share payable in January, February and March 2020
·Increased undistributed spillover income to $0.29 per share as of September 30, 2019

 

“We are excited by our strong third quarter performance across all facets of our business,” said Robert D. Pomeroy, Jr., Chairman and Chief Executive Officer of Horizon. “For the quarter, we recorded net investment income per share of $0.42, well above our distribution level, while improving our NAV. In addition, we grew our portfolio for the sixth consecutive quarter, originating six new loans for $46.6 million, while generating a record annualized loan portfolio yield of 17.7%, further validating our predictive pricing strategy for structuring loans. The credit quality of our loan portfolio remained solid, a function of our proactive management and our disciplined approach to underwriting.”

 

“In addition to our strong portfolio performance in the quarter, we successfully completed a $100 million securitization, increasing our lending capacity while reducing our cost of capital, and launched an ‘at-the-market’ offering of up to $50 million worth of our common stock, through which we issued and sold $10 million of our common stock at a premium to NAV,” added Mr. Pomeroy. “With market demand for venture debt remaining robust, we believe we have an excellent opportunity to further grow our venture debt portfolio, and remain well-positioned to deliver long-term value to our shareholders.”

 

Third Quarter 2019 Operating Results

 

Total investment income for the quarter ended September 30, 2019 grew 46% to $11.4 million, compared to $7.8 million for the quarter ended September 30, 2018. The year-over-year improvement in total investment income is primarily due to growth in interest income on investments resulting from an increase in the average size of the debt investment portfolio, as well as an increase in fees earned related to a revenue-based payment on a debt investment and on higher principal prepayments received.

 

 

  

 

The Company’s dollar-weighted annualized yield on average debt investments for the quarter ended September 30, 2019 was 17.7%, an increase from 15.0% for the quarter ended September 30, 2018. 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 September 30, 2019 were $5.6 million, compared to $4.4 million for the quarter ended September 30, 2018. The increase was primarily due to $0.4 million additional interest expense, $0.6 million in higher net performance-based incentive fees and $0.2 million in additional base management fees.

 

Net investment income for the quarter ended September 30, 2019 was $5.8 million, or $0.42 per share, compared to $3.4 million, or $0.30 per share, for the quarter ended September 30, 2018.

 

For the quarter ended September 30, 2019, net realized loss on investments was $0.4 million, or $0.03 per share, compared to a net realized gain on investments of $0.1 million, or $0.01 per share, for the quarter ended September 30, 2018.

 

For the quarter ended September 30, 2019, net unrealized depreciation on investments was $0.1 million, or $0.01 per share, compared to net unrealized appreciation on investments of $0.8 million, or $0.07 per share, for the prior-year period.

 

 

  

 

Portfolio Summary and Investment Activity

 

As of September 30, 2019, the Company’s debt portfolio consisted of 32 secured loans with an aggregate fair value of $253.2 million. In addition, the Company’s total warrant, equity and other investments in 77 portfolio companies had an aggregate fair value of $14.0 million, and the Company’s 50% equity interest in its joint venture had a fair value of $14.3 million as of September 30, 2019. Total portfolio investment activity for the three and nine months ended September 30, 2019 and 2018 was as follows:

 

($ in thousands)  For the Three Months Ended   September 30,   For the Nine Months Ended September 30, 
   2019   2018   2019   2018 
Beginning portfolio  $274,759   $226,467   $248,441   $222,099 
                     
New debt investments   42,147    24,200    135,284    64,725 
                     
Less refinanced debt investments   (7,500)       (17,500)   (2,479)
                     
Net new debt investments   34,647    24,200    117,784    62,246 
                     
Investment in controlled affiliate investments   589    344    589    4,413 
                     
Principal payments received on investments   (3,413)   (5,591)   (13,069)   (19,568)
                     
Early pay-offs   (25,000)   (6,610)   (70,548)   (26,935)
                     
Accretion of debt investment fees   1,131    524    2,879    1,605 
                     
New debt investment fees   (658)   (375)   (1,764)   (1,884)
                     
New equity   240    74    240    1,090 
                     
Proceeds from sale of investments   (506)   (294)   (2,411)   (3,360)
                     
Warrants received in settlement of fee income       161        161 
                     
Dividend income from controlled affiliate investment   461        1,223     
                     
Distributions from controlled affiliate investment   (185)       (715)    
                     
Net realized (loss) gain on investments   (444)   66    (3,891)   (237)
                     
Net unrealized (depreciation) appreciation on investments   (143)   791    2,622    127 
                     
Other   41        139     
                     
Ending portfolio  $281,519   $239,757   $281,519   $239,757 

 

Net Asset Value

 

At September 30, 2019, the Company’s net assets were $168.1 million, or $11.67 per share, as compared to $134.5 million, or $11.66 per share, as of September 30, 2018, and $134.3 million, or $11.64 per share, as of December 31, 2018.

 

For the quarter ended September 30, 2019, net increase in net assets resulting from operations was $5.2 million, or $0.38 per share, compared to $4.3 million, or $0.37 per share, for the quarter ended September 30, 2018.

 

 

  

 

Portfolio Asset Quality

 

The following table shows the classification of Horizon’s loan portfolio at fair value by internal credit rating as of September 30, 2019 and December 31, 2018:

 

($ in thousands)  September 30, 2019   December 31, 2018 
   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   4   $43,017    17.0%   6   $41,677    19.3%
3   23    191,545    75.7%   23    155,439    71.8%
2   4    17,123    6.8%   5    19,285    8.9%
1   1    1,500    0.5%   --    --    -- 
Total   32   $253,185    100.0%   34   $216,401    100.0%

 

As of September 30, 2019 and December 31, 2018, Horizon’s loan portfolio had a weighted average credit rating of 3.1, 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 September 30, 2019, there was one debt investment with an internal credit rating of 1, with a cost of $3.7 million and a fair value of $1.5 million. As of December 31, 2018, there were no debt investments with an internal credit rating of 1.

 

Liquidity Events

 

During the quarter ended September 30, 2019, Horizon experienced liquidity events from three 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 September, Catasys, Inc. (“Catasys”) prepaid its outstanding principal balance of $15.0 million on its venture loan, plus interest, end-of-term payment, prepayment fee and a revenue-based payment. Horizon continues to hold warrants in Catasys.

 

In September, Food52 Inc. (“Food52”) prepaid its outstanding principal balance of $6.0 million on its venture loan, plus interest, end-of-term payment and prepayment fee. Horizon has also received proceeds of $500,000 from the termination of its warrants in Food52.

 

In September, with the proceeds of a new loan from Horizon, MacuLogix, Inc. (“MacuLogix”) prepaid its previously outstanding principal balance of $7.5 million on its venture loan, plus interest and end-of-term payment. Horizon continues to hold warrants in MacuLogix.

 

Liquidity and Capital Resources

 

As of September 30, 2019, the Company had $51.0 million in available liquidity, consisting of $36.4 million in cash and money market funds, and $14.6 million in funds available under existing credit facility commitments.

 

As of September 30, 2019, there was $15.0 million in outstanding principal balance under the $125.0 million revolving credit facility (“Key Facility”). The Key Facility allows for an increase in the total loan commitment up to an aggregate commitment of $150 million. There can be no assurance that any additional lenders will make any commitments under the Key Facility.

 

On August 13, 2019, Horizon Funding Trust 2019-1, a wholly-owned subsidiary of Horizon, issued $100 million of Asset-Backed Notes (the “Notes”) rated A+(sf) by Morningstar Credit Ratings, LLC, and backed by $160 million of secured loans originated by Horizon. The Notes bear interest at a fixed interest rate of 4.21% per annum and have a stated maturity date of September 15, 2027. As of September 30, 2019, the Notes had an outstanding principal balance of $100.0 million.

 

 

  

 

On August 2, 2019, Horizon entered into an at-the-market (“ATM”) sales agreement (the “Equity Distribution Agreement”), with Goldman Sachs & Co. LLC and B. Riley FBR, Inc. (each a “Sales Agent” and, collectively, the “Sales Agents”). The Equity Distribution Agreement provides that the Company may offer and sell shares of common stock from time to time through the Sales Agents representing up to $50.0 million worth of common stock, in amounts and at times to be determined by the Company.

 

During the three months ended September 30, 2019, the Company sold approximately 0.9 million shares of common stock under the Equity Distribution Agreement. For the same period, the Company received total accumulated net proceeds of approximately $10.4 million, including $0.2 million of offering expenses, from these sales.

 

As of September 30, 2019, the Company’s debt to equity leverage ratio was 91%, toward the low end of the Company’s 80-120% targeted leverage range. The asset coverage ratio for borrowed amounts was 210%.

 

Stock Repurchase Program

 

On April 26, 2019, the Company’s board of directors extended the Company’s previously authorized stock repurchase program until the earlier of June 30, 2020 or the repurchase of $5.0 million of the Company’s common stock. During the quarter ended September 30, 2019, the Company did not repurchase any shares of its common stock. From the inception of the stock repurchase program through September 30, 2019, 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 Fourth Quarter 2019

 

On October 25, 2019, the Company’s board of directors declared monthly distributions of $0.10 per share payable in each of January, February and March 2020. The following table shows these monthly distributions, which total $0.30 per share:

 

Ex-Dividend Date Record Date Payment Date Amount per Share
December 17, 2019 December 18, 2019 January 15, 2020 $0.10
January 16, 2020 January 17, 2020 February 14, 2020 $0.10
February 18, 2020 February 19, 2020 March 16, 2020 $0.10
    Total: $0.30

 

After paying distributions of $0.30 per share and earning net investment income of $0.42 per share for the quarter, the Company's undistributed spillover income as of September 30, 2019 was $0.29 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, October 30, 2019, at 9:00 a.m. ET to discuss its latest corporate developments and financial results. To participate in the call, please dial (877) 407-9716 (domestic) or (201) 493-6779 (international). The access code for all callers is 13695175. 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 Friday, November 1, 2019 at (844) 512-2921 in the United States and (412) 317-6671 International, passcode 13695175. 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 sustainability 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)

 

   September 30,   December 31, 
   2019   2018 
         
Assets          
Non-affiliate investments at fair value (cost of $259,778 and $229,772, respectively)   $258,249   $227,624 
Non-controlled affiliate investments at fair value (cost of $7,241 and $7,887, respectively)    8,947    7,574 
Controlled affiliate investments at fair value (cost of $14,358 and $13,262, respectively)    14,323    13,243 
Total investments at fair value (cost of $281,377 and $250,921, respectively)    281,519    248,441 
Cash    16,958    12,591 
Investment in money market funds    18,199     
Restricted investments in money market funds    1,201     
Interest receivable    4,966    3,966 
Other assets    2,108    1,751 
Total assets   $324,951   $266,749 
           
Liabilities          
Borrowings   $149,920   $126,853 
Distributions payable    4,324    3,461 
Base management fee payable    470    422 
Incentive fee payable    1,443    991 
Other accrued expenses    650    765 
Total liabilities    156,807    132,492 
           
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 September 30, 2019 and December 31, 2018
        
Common stock, par value $0.001 per share, 100,000,000 shares authorized,
14,579,940 and 11,702,594 shares issued and 14,412,475 and 11,535,129 shares outstanding as of September 30, 2019 and December 31, 2018, respectively
   15    12 
Paid-in capital in excess of par    213,007    179,616 
Distributable earnings    (44,878)   (45,371)
Total net assets    168,144    134,257 
Total liabilities and net assets   $324,951   $266,749 
Net asset value per common share   $11.67   $11.64 

 

 

  

 

Horizon Technology Finance Corporation and Subsidiaries

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

 

   For the Three Months Ended   For the Nine Months Ended 
   September 30,   September 30, 
   2019   2018   2019   2018 
Investment income                    
Interest income on investments                    
Interest income on non-affiliate investments   $8,974   $7,094   $25,429   $20,385 
Interest income on affiliate investments    210    193    645    528 
Total interest income on investments    9,184    7,287    26,074    20,913 
Fee income                    
Fee income on non-affiliate investments    37    315    382    865 
Fee income on affiliate investments    4        18     
Prepayment fee on non-affiliate investments   639    102    1,373    414 
Revenue based payments on affiliate investments1    1,050    10    1,080    10 
Total fee income    1,730    427    2,853    1,289 
Dividend income                    
Dividend income on controlled affiliate investments    461    83    1,223    83 
Total dividend income    461    83    1,223    83 
Total investment income    11,375    7,797    30,150    22,285 
Expenses                    
Interest expense    2,046    1,681    6,209    4,616 
Base management fee    1,394    1,197    4,055    3,399 
Performance based incentive fee    1,443    1,297    5,352    2,823 
Administrative fee    212    162    632    517 
Professional fees    279    289    1,044    997 
General and administrative    228    215    688    636 
Total expenses    5,602    4,841    17,981    12,988 
Performance based incentive fee waived        (446)   (1,848)   (605)
Net expenses    5,602    4,395    16,132    12,383 
Net investment income    5,773    3,402    14,018    9,902 
Net realized and unrealized (loss) gain on investments                    
Net realized (loss) gain on non-affiliate investments    (424)   66    (3,871)   (237)
Net realized (loss) gain on investments    (424)   66    (3,871)   (237)
Net unrealized (depreciation) appreciation on non-affiliate investments    (129)   761    620    202 
Net unrealized appreciation (depreciation) on non-controlled affiliate investments        30    2,019    (75)
Net unrealized depreciation on controlled affiliate investments    (14)       (17)    
Net unrealized (depreciation) appreciation on investments    (143)   791    2,622    127 
Net realized and unrealized (loss) gain on investments    (567)   857    (1,249)   (110)
Net increase in net assets resulting from operations   $5,206   $4,259   $12,769   $9,792 
Net investment income per common share   $0.42   $0.30   $1.08   $0.86 
Net increase in net assets per common share   $0.38   $0.37   $0.98   $0.85 
Distributions declared per share   $0.30   $0.30   $0.90   $0.90 
Weighted average shares outstanding    13,816,082    11,529,611    13,016,839    11,525,906 

 

1 Revenue based payments consist of payments made to the Company by a portfolio company based on a percentage of such portfolio company’s revenue. Such payments were made in addition to the portfolio company’s regularly scheduled payments of principal and interest.