8-K

Horizon Technology Finance Corp (HRZN)

8-K 2024-07-30 For: 2024-07-30
View Original
Added on April 05, 2026

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 30, 2024

HORIZON TECHNOLOGY FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware 814-00802 27-2114934
(State or other jurisdiction<br><br> <br>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)

(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))

Securities registered pursuant to Section 12(b) of the 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
6.25% Notes due 2027 HTFC The New York Stock Exchange

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 July 30, 2024, Horizon Technology Finance Corporation (the “Company”) issued a press release announcing its financial results for the three months ended June 30, 2024. 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.

Exhibit No. Description
99.1 Press Release of the Company dated July 30, 2024
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 30, 2024 HORIZON TECHNOLOGY FINANCE<br><br> <br>CORPORATION
By: /s/ Robert D. Pomeroy, Jr.
Robert D. Pomeroy, Jr.
Chief Executive Officer

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Horizon Technology Finance Announces Second Quarter 2024 Financial Results

- Second Quarter 2024 Net Investment Income per Share of $0.36; NAV per Share of $9.12 -

- Debt Portfolio Yield of 15.9% -

- HRZN Ends Quarter with Committed Backlog of $138 Million -

- Declares Regular Monthly Distributions Totaling $0.33 per Share through December 2024 -

Farmington, ConnecticutJuly 30, 2024 – **** Horizon Technology Finance Corporation (NASDAQ: HRZN) (“Horizon” or the “Company”), an affiliate of Monroe Capital, and 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, 2024.

Second Quarter 2024 Highlights

Net investment income (“NII”) of $12.9 million, or $0.36 per share, compared to $16.1 million, or $0.54 per share for the prior-year period
Total investment portfolio of $646.9 million as of June 30, 2024
--- ---
Net asset value of $328.8 million, or $9.12 per share, as of June 30, 2024
--- ---
Annualized portfolio yield on debt investments of 15.9% for the quarter
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Horizon funded four loans totaling $11.5 million
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Raised total net proceeds of approximately $17.1 million with “at-the-market” (“ATM”) offering program
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Experienced liquidity events from one portfolio company
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Closed new $100 million senior secured credit facility led by large U.S.-based insurance company
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Cash of $116.9 million and credit facility capacity of $269.0 million as of June 30, 2024
--- ---
Held portfolio of warrant and equity positions in 99 companies as of June 30, 2024
--- ---
Undistributed spillover income of $1.28 per share as of June 30, 2024
--- ---
Subsequent to quarter end, declared distributions of $0.11 per share payable in October, November and December 2024
--- ---

“We remained prudent with respect to new originations in the second quarter as we considerably focused our origination efforts on sourcing new high-quality investments to add to our investment portfolio in the back half of the year and our portfolio management efforts on maximizing the value of our investments,” said Robert D. Pomeroy, Jr., Chairman and Chief Executive Officer of Horizon. “As a result, we’ve made notable progress and expect we will return to portfolio growth in the second half of 2024. Despite the challenges, we were pleased to generate net investment income in the quarter that exceeded our regular monthly distributions.

“We were also pleased to add in the quarter a new $100 million credit facility led by a large U.S.-based insurance company, which further strengthens our balance sheet and positions us well to execute on new originations,” added Mr. Pomeroy. “Moving ahead, we look forward to building our portfolio through select, quality investments and continuing to focus on maximizing NAV.”

Second Quarter 2024 Operating Results

Total investment income for the quarter ended June 30, 2024 was $25.7 million, compared to $28.1 million for the quarter ended June 30, 2023, primarily due to lower interest income on investments from the debt investment portfolio.

The Company’s dollar-weighted annualized yield on average debt investments for the quarter ended June 30, 2024 and 2023 was 15.9% and 16.3%, 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, 2024 were $12.4 million, compared to $11.9 million for the quarter ended June 30, 2023. The increase was primarily due to a $0.8 million increase in interest expense, partially offset by a $0.2 million decrease in base management fee.

Net investment income for the quarter ended June 30, 2024 was $12.9 million, or $0.36 per share, compared to $16.1 million, or $0.54 per share, for the quarter ended June 30, 2023.

For the quarter ended June 30, 2024, net realized gain on investments was $2.5 million, or $0.07 per share, compared to net realized loss on investments of $16.5 million, or $0.55 per share, for the quarter ended June 30, 2023.

For the quarter ended June 30, 2024, net unrealized depreciation on investments was $24.5 million, or $0.69 per share, compared to net unrealized appreciation on investments of $0.6 million, or $0.02 per share, for the prior-year period.

Portfolio Summary and Investment Activity

As of June 30, 2024, the Company’s debt portfolio consisted of 54 secured loans with an aggregate fair value of $609.1 million. In addition, the Company’s total warrant, equity and other investments in 103 portfolio companies had an aggregate fair value of $37.8 million. Total portfolio investment activity for the three and six months ended June 30, 2024 and 2023 was as follows:

($ in thousands) For the Three Months Ended June 30, For the Six Months Ended June 30,
2024 2023 2024 2023
Beginning portfolio $        711,116 $        715,312 $        709,085 $        720,026
New debt and equity investments 12,065 50,545 46,634 97,553
Less refinanced debt balances (10,000) (11,250) (10,000)
Net new debt and equity investments 12,065 40,545 35,384 87,553
Principal payments received on investments (11,803) (6,075) (22,303) (12,890)
Early pay-offs and principal paydowns (44,610) (18,665) (53,753) (51,606)
Payment-in-kind interest on investments 355 950 1,737 2,154
Accretion of debt investment fees 1,735 1,645 2,996 3,093
New debt investment fees (258) (502) (567) (802)
Equity received in settlement of fee income 89 89
Warrants received in settlement of fee income 359 359
Proceeds from sale of investments (47) (1,986) (88) (8,506)
Net realized gain (loss) on investments 2,464 (16,529) 2,472 (16,697)
Net unrealized (depreciation) appreciation on investments (24,511) 608 (28,471) (6,929)
Other (3) (1) 11 (94)
Ending portfolio $        646,862 $        715,391 $        646,862 $        715,391

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, 2024, March 31, 2024 and December 31, 2023:

($ in thousands) June 30, 2024 March 31, 2024 December 31, 2023
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 13 $        167,758 27.5% 13 $        197,989 29.5% 11 $        150,367 22.4%
3 32 366,945 60.3% 36 407,237 60.7% 39 452,911 67.6%
2 4 26,336 4.3% 1 14,546 2.2% 2 39,343 5.9%
1 5 48,029 7.9% 4 51,001 7.6% 4 27,551 4.1%
Total 54 $        609,068 100.0% 54 $        670,773 100.0% 56 $        670,172 100.0%

As of June 30, 2024, March 31, 2024 and December 31, 2023, 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 June 30, 2024, there were five debt investments with an internal credit rating of 1, with an aggregate cost of $108.4 million and an aggregate fair value of $48.0 million. As of March 31, 2024, there were four debt investments with an internal credit rating of 1, with an aggregate cost of $96.0 million and an aggregate fair value of $51.0 million. As of December 31, 2023, there were four debt investments with an internal credit rating of 1, with an aggregate cost of $72.5 million and an aggregate fair value of $27.6 million.

Liquidity and Capital Resources

As of June 30, 2024, the Company had $150.3 million in available liquidity, consisting of $116.9 million in cash and money market funds, and $33.4 million in funds available under existing credit facility commitments.

As of June 30, 2024, there was no outstanding principal balance under the $150.0 million revolving credit facility (“Key Facility”). On June 20, 2024, the Company amended the Key Facility, among other things, (i) to extend the date on which the Company may request advances under the Key Facility to June 20, 2027 and to extend the maturity date to June 20, 2029 and (ii) to amend the interest rate to be based on the rate of interest published in The Wall Street Journal as the prime rate in the United States plus 0.10%, with a prime rate floor of 4.10%. The Key Facility allows for an increase in the total loan commitment up to an aggregate commitment of $300.0 million. There can be no assurance that any additional lenders will make any commitments under the Key Facility.

Additionally, as of June 30, 2024, there was $181.0 million in outstanding principal balance under the $250 million senior secured debt facility with a large U.S.-based insurance company at an interest rate of 6.34%. On May 6, 2024, the Company amended its NYL Facility to, among other things, extend the investment period to June 2025 and the maturity date of all advances to June 2030. In addition, the amendment amended the interest rate for advances made after May 6, 2024, fixing the interest rate at the greater of (i) 4.60% and (ii) the Three Year I Curve plus 3.20%, with the interest rate to be reset on any advance date.

On June 21, 2024, Horizon Funding II, LLC, Horizon’s wholly-owned subsidiary (“HFII”), closed a $100 million senior secured credit facility led by a large U.S.-based insurance company pursuant to which HFII may issue up to $100 million of secured notes. The capacity under the credit facility may be increased to $200 million with the mutual agreement of Horizon and the lenders. The new credit facility has a one-year funding period, during which time HFII may make additional borrowings under the credit facility, and a three-year investment period, during which time HFII may make additional loans. The credit facility has a maximum advance rate of 67.5% based on the number of distinct obligors whose loans serve as collateral for the credit facility. Borrowings bear interest, payable monthly, determined at a rate per annum equal to the greater of (i) the yield for the United States Treasury constant maturity 3-year and 5-year in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) – H.15” interpolated to a 4.88-year weighted average life plus 3.15% and (ii) 5.00%. The credit facility is collateralized by certain of the Company’s assets and matures in June 2033. As of June 30, 2024, there was $50.0 million in outstanding principal balance at an interest rate of 7.38%.

Horizon Funding Trust 2022-1, a wholly-owned subsidiary of Horizon, previously issued $100.0 million of Asset-Backed Notes (the “2022 Notes”) rated A by a ratings agency. The 2022 Notes bear interest at a fixed interest rate of 7.56% per annum. The reinvestment period of the 2022 Notes ends November 15, 2024 and the stated maturity is November 15, 2030. As of June 30, 2024, the 2022 Notes had an outstanding principal balance of $100.0 million.

During the three months ended June 30, 2024, the Company sold 1,516,249 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 $17.1 million, including $0.4 million of offering expenses, from these sales.

As of June 30, 2024, the Company’s percentage of debt net of cash to equity was 100%, below the Company’s 120% target leverage. The asset coverage for borrowed amounts was 174%.

Liquidity Events

During the quarter ended June 30, 2024, Horizon experienced a liquidity event from one portfolio company. 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 May, Divergent Technologies, Inc. (“Divergent”) paid its outstanding principal balance of $33.8 million on its venture loan, plus interest, end-of-term payment and prepayment fee. HRZN continues to hold warrants in Divergent.

Net Asset Value

At June 30, 2024, the Company’s net assets were $328.8 million, or $9.12 per share, compared to $355.4 million, or $11.07 per share, as of June 30, 2023, and $324.0 million, or $9.71 per share, as of December 31, 2023.

For the quarter ended June 30, 2024, net decrease in net assets resulting from operations was $9.1 million, or ($0.26) per share, compared to a net increase in net assets resulting from operations of $0.2 million, or $0.01 per share, for the quarter ended June 30, 2023.

Stock Repurchase Program

On April 26, 2024, the Company’s board of directors extended the Company’s previously authorized stock repurchase program until the earlier of June 30, 2025 or the repurchase of $5.0 million of the Company's common stock. During the quarter ended June 30, 2024, the Company did not repurchase any shares of its common stock. From the inception of the stock repurchase program through June 30, 2024, 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 10, 2024, MyForest Foods Co. prepaid its outstanding principal balance of $3.8 million on its venture loan, plus interest, end-of-term payment and prepayment fee. Horizon continues to hold warrants in MyForest Foods Co.

On July 11, 2024, Lemongrass Holdings, Inc. prepaid its outstanding principal balance of $6.3 million on its venture loan, plus interest, end-of-term payment and prepayment fee. Horizon continues to hold warrants in Lemongrass Holdings, Inc.

On July 12, 2024, Slingshot Aerospace, Inc. prepaid its outstanding principal balance of $20.0 million on its venture loan, plus interest, end-of-term payment and prepayment fee. Horizon continues to hold warrants in Slingshot Aerospace, Inc.

On July 24, 2024, Nexiican Holdings Inc. and its affiliates (“Nexiican”) and Nexii Building Solutions Inc. and its affiliates (“Nexii”) closed an Asset Purchase Agreement dated as of June 21, 2024 and approved by the Supreme Court of British Columbia in Vancouver on June 28, 2024 pursuant to which Nexiican purchased substantially all of the assets of Nexii, in consideration for, among other things, Nexiican’s assumption of a portion of Nexii’s obligations to Horizon and its affiliate’s issuance of equity to Horizon, which information Horizon included in its determination of the fair value of the investments as of June 30, 2024 at $10.9 million.

On July 30, 2024, the Company funded a $25.0 million debt investment to a new portfolio company providing innovative, home-based healthcare solutions.

Monthly Distributions Declared in Third Quarter 2024

On July 26, 2024, the Company’s board of directors declared monthly distributions of $0.11 per share payable in each of October, November and December 2024. The following tables show these monthly distributions, which total $0.33 per share:

Monthly Distributions

Ex-Dividend Date Record Date Payment Date Amount per Share
September 16, 2024 September 16, 2024 October 16, 2024 $0.11
October 17, 2024 October 17, 2024 November 14, 2024 $0.11
November 15, 2024 November 15, 2024 December 13, 2024 $0.11
Total: $0.33

After paying distributions of $0.38 per share and earning net investment income of $0.36 per share for the quarter, the Company’s undistributed spillover income as of June 30, 2024 was $1.28 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, Horizon’s 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 31, 2024, 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 13746848. 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), externally managed by Horizon Technology Finance Management LLC, an affiliate of Monroe Capital, 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 throughout the U.S. Monroe Capital is an $19.5 billion asset management firm specializing in private credit markets across various strategies, including direct lending, technology finance, venture debt, opportunistic, structured credit, real estate and equity. To learn more, please visit horizontechfinance.com.

Forward-Looking Statements

Statements included herein may constituteforward-looking statementswithin 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 Horizons 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

(646) 200-8885

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,
2024 2023
(unaudited)
Assets
Non-affiliate investments at fair value (cost of $679,477 and $716,077, respectively) 619,629 693,730
Non-controlled affiliate investments at fair value (cost of $28,781 and $28,677, respectively) 15,847 1,132
Controlled affiliate investments at fair value (cost of $17,172 and $14,428, respectively) 11,386 14,223
Total investments at fair value (cost of $725,430 and $759,182, respectively) 646,862 709,085
Cash 81,333 46,630
Investments in money market funds 32,320 26,450
Restricted investments in money market funds 3,221 2,642
Interest receivable 16,733 13,926
Other assets 6,936 3,623
Total assets 787,405 802,356
Liabilities
Borrowings 442,744 462,235
Distributions payable 11,894 11,011
Base management fee payable 978 1,052
Other accrued expenses 3,011 4,077
Total liabilities 458,627 478,375
Commitments and contingencies
Net assets
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized, zero<br><br> <br>shares issued and outstanding as of June 30, 2024 and December 31, 2023
Common stock, par value $0.001 per share, 100,000,000 shares authorized,<br><br> <br>36,211,280 and 33,534,854 shares issued and 36,043,815 and 33,367,389 shares outstanding as of June 30, 2024 and December 31, 2023, respectively 40 36
Paid-in capital in excess of par 481,349 450,949
Distributable loss (152,611 (127,004
Total net assets 328,778 323,981
Total liabilities and net assets 787,405 802,356
Net asset value per common share 9.12 9.71

All values are in US Dollars.


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,
2024 2023 2024 2023
Investment income
From non-affiliate investments:
Interest income 24,480 26,624 50,164 54,023
Fee income 1,010 1,493 1,278 2,131
From controlled affiliate investments:
Interest income 188 365
Total investment income 25,678 28,117 51,807 56,154
Expenses
Interest expense 7,940 7,179 16,101 14,299
Base management fee 3,027 3,207 6,189 6,408
Performance based incentive fee 118 295 3,094
Administrative fee 426 368 859 808
Professional fees 455 447 1,120 1,106
General and administrative 559 546 987 992
Total expenses 12,407 11,865 25,551 26,707
Net investment income before excise tax 13,271 16,252 26,256 29,447
Provision for excise tax 357 179 736 363
Net investment income 12,914 16,073 25,520 29,084
Net realized and unrealized loss
Net realized gain (loss) on non-affiliate investments 2,424 (16,529 2,435 (16,697
Net realized gain on non-controlled affiliate investments 40 37
Net realized gain (loss) on investments 2,464 (16,529 2,472 (16,697
Net unrealized (depreciation) appreciation on non-affiliate investments (23,287 548 (37,501 (7,835
Net unrealized appreciation on non-controlled affiliate investments 3,178 60 14,611 906
Net unrealized depreciation on controlled affiliate investments (4,402 (5,581
Net unrealized (depreciation) appreciation on investments (24,511 608 (28,471 (6,929
Net realized and unrealized loss (22,047 (15,921 (25,999 (23,626
Net (decrease) increase in net assets resulting from operations (9,133 152 (479 5,458
Net investment income per common share 0.36 0.54 0.74 1.00
Net (decrease) increase in net assets resulting from operations per common share (0.26 0.01 (0.01 0.19
Distributions declared per share 0.33 0.33 0.71 0.66
Weighted average shares outstanding 35,434,761 29,747,290 34,507,252 28,987,948

All values are in US Dollars.