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): July 27, 2021

 

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
4.875% Notes due 2026   HTFB   The New York stock Exchange

 

 

  

 

 

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

 

On July 27, 2021, Horizon Technology Finance Corporation (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2021. 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 July 27, 2021.

 

 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: July 27, 2021

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 Second Quarter 2021 Financial Results

 

- Net Investment Income per Share of $0.31; NAV per Share of $11.20 -

 

- Debt Portfolio Yield of 14.7% -

 

- Declares Monthly Distributions of $0.10 per Share through December -

- Grew Portfolio Quarter-over-Quarter to $404 Million -

 

Farmington, Connecticut – July 27, 2021 – 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 second quarter ended June 30, 2021.

 

Second Quarter 2021 Highlights

 

·Net investment income (“NII”) of $6.1 million, or $0.31 per share, compared to $6.7 million, or $0.40 per share for the prior-year period
·Total investment portfolio of $404.1 million as of June 30, 2021
·Net asset value of $224.3 million, or $11.20 per share, as of June 30, 2021
·Annualized portfolio yield on debt investments of 14.7% for the quarter
·Horizon funded nine loans totaling $67.3 million for a total of $99.3 million of loans funded through Horizon’s advisor’s, Horizon Technology Finance Management’s (“HTFM”), platform
·Raised total net proceeds of approximately $5.8 million with “at-the-market” (“ATM”) offering program
·Experienced liquidity events from five portfolio companies
·Cash of $39.8 million and credit facility capacity of $159.3 million as of June 30, 2021
·Held portfolio of warrant and equity positions in 71 companies as of June 30, 2021
·Undistributed spillover income of $0.34 per share as of June 30, 2021
·Redeemed $37.4 million of 6.250% 2022 Notes
·Subsequent to quarter end, declared distributions of $0.10 per share payable in October, November and December 2021

 

“We are pleased with our second quarter performance, as we passed the $400 million milestone in portfolio size and generated net investment income of $0.31 per share, which exceeded our second quarter distributions to shareholders,” said Robert D. Pomeroy, Jr., Chairman and Chief Executive Officer of Horizon. “Bolstered by our strong brand and the ability to partner with the origination capacity from HTFM’s new investment vehicle, the Company originated over $67 million of new venture loans, alongside $32 million in investments by HTFM’s vehicle, leading to further portfolio growth and diversification for Horizon. At the same time, Horizon completed five portfolio exits, helping to produce one of the industry’s highest debt portfolio yields of nearly 15% - all a testament to HTFM’s predictive pricing strategy.”

 

“We also continued to maintain a solid portfolio credit profile, ending the quarter with no 1-rated loans and no loans on non-accrual,” continued Mr. Pomeroy. “Looking towards the second half of the year, we believe demand for venture debt will remain robust, and with Horizon’s record committed backlog, deep pipeline and ample capacity, Horizon is well positioned to continue growing and deliver attractive returns to its shareholders.”

 

  

 

 

Second Quarter 2021 Operating Results

 

Total investment income for the quarter ended June 30, 2021 was $13.5 million, comparable with the quarter ended June 30, 2020, primarily due to growth in interest income on investments resulting from an increase in the average size of the debt investment portfolio and offset by lower fee income earned on prepayments.

 

The Company’s dollar-weighted annualized yield on average debt investments for the quarter ended June 30, 2021 and 2020 was 14.7% and 16.9%, 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.

 

Total expenses for the quarter ended June 30, 2021 were $7.3 million, compared to $6.8 million for the quarter ended June 30, 2020. The increase was primarily due to a $0.4 million increase in interest expense and a $0.2 million increase in the base management fee.

 

Net investment income for the quarter ended June 30, 2021 was $6.1 million, or $0.31 per share, compared to $6.7 million, or $0.40 per share, for the quarter ended June 30, 2020.

 

For the quarter ended June 30, 2021, net realized gain on investments was $1.5 million, or $0.08 per share, compared to a net realized loss on investments of $0.7 million, or $0.04 per share, for the quarter ended June 30, 2020. For the quarter ended June 30, 2021, net realized loss on extinguishment of debt was $0.4 million, or $0.02 per share.

 

For the quarter ended June 30, 2021, net unrealized depreciation on investments was $0.5 million, or $0.02 per share, compared to net unrealized appreciation on investments of $1.9 million, or $0.11 per share, for the prior-year period.

 

Portfolio Summary and Investment Activity

 

As of June 30, 2021, the Company’s debt portfolio consisted of 39 secured loans with an aggregate fair value of $385.8 million. In addition, the Company’s total warrant, equity and other investments in 73 portfolio companies had an aggregate fair value of $18.3 million. Total portfolio investment activity for the three and six months ended June 30, 2021 and 2020 was as follows:

 

($ in thousands) 

For the Three Months Ended

June 30,

  

For the Six Months Ended

June 30,

 
   2021   2020   2021   2020 
Beginning portfolio  $380,023   $334,506   $352,545   $319,551 
                     
New debt investments   67,285    54,908    118,660    105,554 
                     
Principal payments received on investments   (3,415)   (4,938)   (8,082)   (13,925)
                     
Early pay-offs   (38,125)   (30,296)   (57,590)   (47,243)
                     
Accretion of debt investment fees   1,087    1,222    2,170    2,287 
                     
New debt investment fees   (889)   (633)   (1,370)   (1,213)
                     
Warrants received in settlement of fee income       978        978 
                     
Proceeds from sale of investments   (2,859)   (576)   (3,732)   (6,256)
                     
Dividend income from controlled affiliate investment       (312)       118 
                     
Net realized gain (loss) on investments   1,492    (725)   (3,226)   2,766 
                     
Net unrealized (depreciation) appreciation on investments   (478)   1,944    4,746    (6,539)
                     
Other       (198)       (198)
                     
Ending portfolio  $404,121   $355,880   $404,121   $355,880 

 

  

 

 

Portfolio Asset Quality

 

The following table shows the classification of Horizon’s loan portfolio at fair value by internal credit rating as of June 30, 2021, March 31, 2021 and December 31, 2020:

 

($ in thousands)   June 30, 2021  

 

March 31, 2021

  

 

December 31, 2020

 
    Number of Investments   Debt Investments at Fair Value   Percentage of Debt Investments   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    3   $44,286    11.5%   6   $71,946    19.9%   6   $77,950    23.4%
3    32    318,448    82.5%   29    283,989    78.5%   24    240,933    72.2%
2    4    23,080    6.0%   2    5,819    1.6%   3    12,875    3.9%
1    --    --    --    --    --    --    1    1,737    0.5%
Total    39   $385,814    100.0%   37   $361,754    100.0%   34   $333,495    100.0%

 

As of June 30, 2021, Horizon’s loan portfolio had a weighted average credit rating of 3.1, compared to 3.2 as of March 31, 2021 and December 31, 2020, respectively, 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 June 30, 2021 and March 31, 2021, there were no debt investments with an internal credit rating of 1. As of December 31, 2020, there was one debt investment with an internal credit rating of 1, with a cost of $6.8 million and a fair value of $1.7 million. 

 

Liquidity and Capital Resources

 

As of June 30, 2021, the Company had $83.3 million in available liquidity, consisting of $39.8 million in cash and money market funds, and $43.5 million in funds available under existing credit facility commitments.

 

As of June 30, 2021, 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 $150.0 million. There can be no assurance that any additional lenders will make any commitments under the Key Facility.

 

Additionally, as of June 30, 2021, there was $50.8 million in outstanding principal balance under the $100 million senior secured debt facility with a large U.S.-based insurance company at an interest rate of 4.60%.

 

Horizon Funding Trust 2019-1, a wholly-owned subsidiary of Horizon, previously issued $100.0 million of Asset-Backed Notes (the “Notes”) rated A+(sf) by Morningstar Credit Ratings, LLC, and backed by $148.9 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 June 30, 2021, the Notes had an outstanding principal balance of $100.0 million.

 

During the three months ended June 30, 2021, the Company sold 361,308 shares of common stock under its ATM offering program with Goldman Sachs & Co. LLC and B. Riley FBR, Inc. For the same period, the Company received total accumulated net proceeds of approximately $5.8 million, including $0.2 million of offering expenses, from these sales.

 

As of June 30, 2021, the Company’s debt to equity leverage ratio was 100%, within the Company’s 80-120% targeted leverage range. The asset coverage ratio for borrowed amounts was 200%.

 

  

 

 

Liquidity Events

 

During the quarter ended June 30, 2021, Horizon experienced liquidity events from five 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 April, Kate Farms, Inc. prepaid its outstanding principal balance of $15.0 million on its venture loan, plus interest, end-of-term payment and prepayment fee. Horizon continues to hold warrants in the company.

 

In April, xAD, Inc. prepaid its outstanding principal balance of $8.1 million on its venture loan, plus interest, end-of-term payment and prepayment fee. Horizon continues to hold warrants in the company.

 

In June, Horizon received proceeds of $1.2 million from the sale of its equity in Lightspeed POS Inc. (NYSE: LSPD).

 

In June, Keypath Education Holdings, Inc. prepaid its outstanding principal balance of $10.0 million on its venture loan, plus interest, end-of-term payment and prepayment fee. Horizon also received proceeds totaling $1.6 million from the redemption of warrants it held in the company.

 

In June, Celsion Corporation prepaid its outstanding principal balance of $5.0 million on its venture loan, plus interest, end-of-term payment and prepayment fee. Horizon continues to hold warrants in the company.

 

Net Asset Value

 

At June 30, 2021, the Company’s net assets were $224.3 million, or $11.20 per share, compared to $201.2 million, or $11.64 per share, as of June 30, 2020, and $212.6 million, or $11.02 per share, as of December 31, 2020.

 

For the quarter ended June 30, 2021, net increase in net assets resulting from operations was $6.7 million, or $0.34 per share, compared to $7.9 million, or $0.47 per share, for the quarter ended June 30, 2020.

 

Stock Repurchase Program

 

On April 23, 2021, the Company’s board of directors extended the Company’s previously authorized stock repurchase program until the earlier of June 30, 2022 or the repurchase of $5.0 million of the Company’s common stock. During the quarter ended June 30, 2021, the Company did not repurchase any shares of its common stock. From the inception of the stock repurchase program through June 30, 2021, 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.

 

Recent Developments

 

On July 1, 2021, the Company funded a $2.5 million debt investment to a new portfolio company, Lyrical Foods, Inc., a leading creator of plant-based foods.

 

On July 1, 2021, the Company funded a $0.4 million debt investment to HESP LLC, its wholly-owned subsidiary.

 

On July 2, 2021, the Company funded a $5.0 million debt investment to a new portfolio company, Reputation Institute, Inc., a developer of an enterprise software platform to help businesses better understand, improve and protect their corporate reputation.

 

On July 23, 2021, Revinate, Inc. prepaid its outstanding principal balance of $10.0 million on its venture loan, plus interest, end-of-term payment and prepayment fee. The Company continues to hold warrants in Revinate, Inc.

 

  

 

 

Monthly Distributions Declared in Third Quarter 2021

 

On July 23, 2021, the Company’s board of directors declared monthly distributions of $0.10 per share payable in each of October, November and December 2021. The following table shows these monthly distributions, which total $0.30 per share:

 

Monthly Distributions

 

Ex-Dividend Date  Record Date  Payment Date  Amount per Share 
September 16, 2021  September 17, 2021  October 15, 2021  $0.10 
October 18, 2021  October 19, 2021  November 16, 2021  $0.10 
November 17, 2021  November 18, 2021  December 15, 2021  $0.10 
      Total:  $0.30 

 

After paying distributions of $0.30 per share and earning net investment income of $0.31 per share for the quarter, the Company’s undistributed spillover income as of June 30, 2021 was $0.34 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, July 28, 2021, 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 13720733. The Company recommends joining the call at least 5 minutes in advance. In addition, a live webcast will be available on the Company’s website at www.horizontechfinance.com.

 

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. Horizon is headquartered in Farmington, Connecticut, with a regional office in Pleasanton, California, and investment professionals located in Portland, Maine, Austin, Texas, and Reston, Virginia. 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

Chris Gillick

HorizonPR@icrinc.com

(646) 677-1819

 

  

 

 

Horizon Technology Finance Corporation and Subsidiaries

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

 

   June 30,   December 31, 
   2021   2020 
   (unaudited)     
Assets          
Non-affiliate investments at fair value (cost of $393,365 and $343,158, respectively)   $399,935   $343,498 
Non-controlled affiliate investments at fair value (cost of $3,477 and $6,854, respectively)    2,686    7,547 
Controlled affiliate investments at fair value (cost of $1,500)    1,500    1,500 
Total investments at fair value (cost of $398,342 and $351,512, respectively)    404,121    352,545 
Cash    26,737    19,502 
Investments in money market funds    13,096    27,199 
Restricted investments in money market funds    1,502    1,057 
Interest receivable    6,099    4,946 
Other assets    2,563    1,908 
Total assets   $454,118   $407,157 
           
Liabilities          
Borrowings   $220,202   $185,819 
Distributions payable    6,007    5,786 
Base management fee payable    634    563 
Incentive fee payable    1,528    975 
Other accrued expenses    1,483    1,417 
Total liabilities    229,854    194,560 
           
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 June 30, 2021 and December 31, 2020
        
Common stock, par value $0.001 per share, 100,000,000 shares authorized,
20,191,706 and 19,453,821 shares issued and 20,024,241 and 19,286,356 shares outstanding as of June 30, 2021 and December 31, 2020, respectively
   20    19 
Paid-in capital in excess of par    282,136    271,287 
Distributable earnings    (57,892)   (58,709)
Total net assets    224,264    212,597 
Total liabilities and net assets   $454,118   $407,157 
Net asset value per common share   $11.20   $11.02 

 

  

 

 

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 Six Months Ended 
   June 30,   June 30, 
   2021   2020   2021   2020 
Investment income                    
Interest income on investments                    
Interest income on non-affiliate investments   $12,420   $11,918   $24,909   $21,312 
Interest income on affiliate investments    62    176    235    357 
Total interest income on investments    12,482    12,094    25,144    21,669 
Fee income                    
Prepayment fee income on non-affiliate investments    913    711    1,256    756 
Amendment fee income on non-affiliate investments    43    1,028    236    1,064 
Fee income on non-affiliate investments    51        56    24 
Fee income on affiliate investments        3    12    7 
Total fee income    1,007    1,742    1,560    1,851 
Dividend (expense) income                    
Dividend (expense) income on controlled affiliate investments        (312)       118 
Total dividend (expense) income        (312)       118 
Total investment income    13,489    13,524    26,704    23,638 
Expenses                    
Interest expense    2,954    2,561    5,669    4,723 
Base management fee    1,829    1,668    3,598    3,249 
Performance based incentive fee    1,528    1,676    3,029    2,747 
Administrative fee    289    254    578    507 
Professional fees    280    346    789    848 
General and administrative    442    313    808    575 
Total expenses    7,322    6,818    14,471    12,649 
Net investment income before excise tax    6,167    6,706    12,233    10,989 
Provision for excise tax    56        118     
Net investment income    6,111    6,706    12,115    10,989 
Net realized and unrealized (loss) gain                    
Net realized gain (loss) on non-affiliate investments    1,492    (701)   (3,716)   2,778 
Net realized loss on controlled affiliate investments        (24)       (12)
Net realized gain (loss) on investments    1,492    (725)   (3,716)   2,766 
Net realized loss on extinguishment of debt    (395)       (395)    
Net realized and unrealized gain (loss)    1,097    (725)   (4,111)   2,766 
Net unrealized (depreciation) appreciation on non-affiliate investments    122    2,985    6,385    (4,806)
Net unrealized depreciation on non-controlled affiliate investments    (600)   (932)   (1,639)   (1,475)
Net unrealized depreciation on controlled affiliate investments        (109)       (258)
Net unrealized (depreciation) appreciation on investments    (478)   1,944    4,746    (6,539)
Net realized and unrealized (loss) gain    619    1,219    635    (3,773)
Net increase in net assets resulting from operations   $6,730   $7,925   $12,750   $7,216 
Net investment income per common share   $0.31   $0.40   $0.62   $0.65 
Net increase in net assets per common share   $0.34   $0.47   $0.65   $0.43 
Distributions declared per share   $0.30   $0.30   $0.60   $0.65 
Weighted average shares outstanding    19,834,050    16,943,155    19,601,607    16,829,821