UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For The Quarterly Period Ended June 30, 2007
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 814-00702
HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Maryland | 743113410 | |
(State or Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification No.) |
400 Hamilton Ave., Suite 310 Palo Alto, California 94301 | 94301 | |
(Address of Principal Executive Offices) | (Zip Code) |
(650) 289-3060
(Registrants Telephone Number, Including Area Code)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods as the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer ¨ Accelerated Filer x Non-Accelerated Filer ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) YES ¨ NO x
On August 6, 2007, there were 32,373,043 shares outstanding of the Registrants common stock, $0.001 par value.
HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
FORM 10-Q TABLE OF CONTENTS
2
In this Quarterly Report, the Company, Hercules, we, us and our refer to Hercules Technology Growth Capital, Inc. and its wholly owned subsidiaries and its affiliated securitization trusts unless the context otherwise requires.
ITEM 1. | CONSOLIDATED FINANCIAL STATEMENTS |
HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
June 30, 2007 |
December 31, 2006 |
|||||||
Assets |
||||||||
Investments, at value (cost of $411,011,161 and $279,946,465, respectively) |
$ | 416,705,087 | $ | 283,233,751 | ||||
Deferred loan origination revenue |
(4,939,369 | ) | (3,450,971 | ) | ||||
Cash and cash equivalents |
7,465,828 | 16,404,214 | ||||||
Interest receivable |
4,934,961 | 2,906,831 | ||||||
Other assets |
3,570,301 | 2,048,384 | ||||||
Total assets |
427,736,808 | 301,142,209 | ||||||
Liabilities |
||||||||
Accounts payable |
535,247 | 540,376 | ||||||
Accrued liabilities |
3,477,486 | 4,189,011 | ||||||
Short-term loans payable |
21,700,000 | 41,000,000 | ||||||
Long-term loans payable |
12,000,000 | | ||||||
Total liabilities |
37,712,733 | 45,729,387 | ||||||
Net assets |
$ | 390,024,075 | $ | 255,412,822 | ||||
Net assets consist of: |
||||||||
Par value |
$ | 32,371 | $ | 21,927 | ||||
Capital in excess of par value |
391,061,289 | 257,234,729 | ||||||
Unrealized appreciation on investments |
5,042,341 | 2,860,654 | ||||||
Accumulated realized gains (losses) on investments |
(2,017,940 | ) | (1,972,014 | ) | ||||
Distributions in excess of investment income |
(4,093,986 | ) | (2,732,474 | ) | ||||
Total net assets |
$ | 390,024,075 | $ | 255,412,822 | ||||
Shares of common stock outstanding ($0.001 par value, 60,000,000 authorized) |
32,371,376 | 21,927,034 | ||||||
Net asset value per share |
$ | 12.05 | $ | 11.65 | ||||
See notes to consolidated financial statements (unaudited).
3
HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
June 30, 2007
(unaudited)
Portfolio Company |
Industry |
Type of Investment(1)(6) |
Principal Amount |
Cost(2) | Value(3) | ||||||||
Acceleron Pharmaceuticals, Inc. (1.04%)*(4) |
Drug Discovery | Senior Debt | |||||||||||
Matures June 2009 |
|||||||||||||
Interest rate 10.25% |
$ | 3,663,796 | $ | 3,596,060 | $ | 3,596,060 | |||||||
Preferred Stock Warrants |
69,106 | 409,707 | |||||||||||
Preferred Stock Warrants |
34,996 | 31,290 | |||||||||||
Acceleron Pharmaceuticals, Inc. (0.28%) |
Preferred Stock | 1,000,000 | 1,111,112 | ||||||||||
Total Acceleron Pharmaceuticals, Inc. |
4,700,162 | 5,148,169 | |||||||||||
Aveo Pharmaceuticals, Inc. (3.66%)(4) |
Drug Discovery | Senior Debt | |||||||||||
Matures September 2009 |
|||||||||||||
Interest rate 10.75% |
$ | 14,289,198 | 14,166,591 | 14,166,591 | |||||||||
Preferred Stock Warrants |
144,056 | 84,408 | |||||||||||
Preferred Stock Warrants |
46,288 | 32,845 | |||||||||||
Total Aveo Pharmaceuticals, Inc. |
14,356,935 | 14,283,844 | |||||||||||
Elixir Pharmaceuticals, Inc. (2.57%)(4) |
Drug Discovery | Senior Debt | |||||||||||
Matures June 2010 |
|||||||||||||
Interest rate Prime + 2.45% |
$ | 10,000,000 | 9,878,968 | 9,878,968 | |||||||||
Preferred Stock Warrants |
149,510 | 132,908 | |||||||||||
Total Elixir Pharmaceuticals, Inc. |
10,028,478 | 10,011,876 | |||||||||||
EpiCept Corporation (2.60%)(4) |
Drug Discovery | Senior Debt | |||||||||||
Matures August 2009 |
|||||||||||||
Interest rate 11.70% |
$ | 9,129,887 | 8,571,497 | 8,571,497 | |||||||||
Common Stock Warrants |
794,633 | 1,568,705 | |||||||||||
Total EpiCept Corporation |
9,366,130 | 10,140,202 | |||||||||||
Memory Pharmaceuticals Corp. (2.84%) (4) |
Drug Discovery | Senior Debt | |||||||||||
Matures February 2011 |
|||||||||||||
Interest rate 11.45% |
$ | 11,000,000 | 9,362,449 | 9,362,449 | |||||||||
Common Stock Warrants |
1,750,585 | 1,698,732 | |||||||||||
Total Memory Pharmaceuticals Corp. |
11,113,034 | 11,061,181 | |||||||||||
Merrimack Pharmaceuticals, Inc. (1.27%)(4) |
Drug Discovery | Convertible Senior Debt | |||||||||||
Matures October 2008 |
|||||||||||||
Interest rate 11.15% |
$ | 5,833,308 | 4,380,225 | 4,570,225 | |||||||||
Preferred Stock Warrants |
155,456 | 388,729 | |||||||||||
Total Merrimack Pharmaceuticals, Inc. |
4,535,681 | 4,958,954 | |||||||||||
Neosil, Inc. (0.51%) |
Drug Discovery | Senior Debt | |||||||||||
Matures May 2010 |
|||||||||||||
Interest rate 10.75% |
$ | 2,000,000 | 1,921,817 | 1,921,817 | |||||||||
Preferred Stock Warrants |
82,782 | 83,423 | |||||||||||
Total Neosil, Inc. |
2,004,599 | 2,005,240 | |||||||||||
Paratek Pharmaceuticals, Inc. (1.21%)(4) |
Drug Discovery | Senior Debt | |||||||||||
Matures June 2008 |
|||||||||||||
Interest rate 11.10% |
$ | 4,675,325 | 4,633,343 | 4,633,343 | |||||||||
Preferred Stock Warrants |
137,396 | 91,625 | |||||||||||
Total Paratek Pharmaceuticals, Inc. |
4,770,739 | 4,724,968 | |||||||||||
Portola Pharmaceuticals, Inc. (3.87%)(4) |
Drug Discovery | Senior Debt | |||||||||||
Matures September 2010 |
|||||||||||||
Interest rate Prime + 1.75% |
$ | 15,000,000 | 14,875,281 | 14,875,281 | |||||||||
Preferred Stock Warrants |
151,557 | 205,290 | |||||||||||
Total Portola Pharmaceuticals, Inc. |
15,026,838 | 15,080,571 |
4
HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
June 30, 2007
(Continued)
Portfolio Company |
Industry |
Type of Investment(1)(6) |
Principal Amount |
Cost(2) | Value(3) | ||||||||
Sirtris Pharmaceuticals, Inc. (2.68%)(4) |
Drug Discovery | Senior Debt | |||||||||||
Matures April 2011 |
|||||||||||||
Interest rate 10.60% |
$ | 10,000,000 | $ | 9,933,376 | $ | 9,933,376 | |||||||
Common Stock Warrants |
88,829 | 504,743 | |||||||||||
Sirtris Pharmaceuticals, Inc. (0.14%) |
Common Stock | 500,000 | 559,524 | ||||||||||
Total Sirtris Pharmaceuticals, Inc. |
10,522,205 | 10,997,643 | |||||||||||
Total Drug Discovery (22.67%) |
86,424,801 | 88,412,648 | |||||||||||
IKANO Communications, Inc. (5.78%)(4) |
Communications & Networking | Senior Debt Matures March 2011 |
|||||||||||
Interest rate 11.00% |
$ | 22,500,000 | 22,500,000 | 22,500,000 | |||||||||
Preferred Stock Warrants |
45,460 | 27,138 | |||||||||||
Preferred Stock Warrants |
72,344 | 46,217 | |||||||||||
Total IKANO Communications, Inc. |
22,617,804 | 22,573,355 | |||||||||||
Interwise, Inc. (0.06%)(4) |
Communications & Networking | Senior Debt Preferred Stock Warrants |
268,401 | 230,765 | |||||||||
Total Interwise, Inc. |
268,401 | 230,765 | |||||||||||
Ping Identity Corporation (0.57%)(4) |
Communications & Networking | Senior Debt Matures June 2009 |
|||||||||||
Interest rate 11.50% |
$ | 2,112,811 | 2,082,820 | 2,082,820 | |||||||||
Preferred Stock Warrants |
51,801 | 155,432 | |||||||||||
Total Ping Identity Corporation |
2,134,621 | 2,238,252 | |||||||||||
Purcell Systems, Inc. (2.01%) |
Communications & Networking | Senior Debt Matures June 2009 |
|||||||||||
Interest rate Prime + 3.50% |
$ | 2,500,000 | 2,380,622 | 2,380,622 | |||||||||
Revolving Line of Credit |
|||||||||||||
Matures June 2008 |
|||||||||||||
Interest rate Prime + 2.00% |
$ | 5,334,473 | 5,334,473 | 5,334,473 | |||||||||
Preferred Stock Warrants |
122,789 | 119,360 | |||||||||||
Total Purcell Systems, Inc. |
7,837,884 | 7,834,455 | |||||||||||
Rivulet Communications, Inc. (0.90%)(4) |
Communications & Networking | Senior Debt Matures September 2009 |
|||||||||||
Interest rate 10.60% |
$ | 3,500,000 | 3,467,973 | 3,467,973 | |||||||||
Preferred Stock Warrants |
50,710 | 35,677 | |||||||||||
Rivulet Communications, Inc. (0.06%) |
Preferred Stock | 250,000 | 250,000 | ||||||||||
Total Rivulet Communications, Inc. |
3,768,683 | 3,753,650 | |||||||||||
Seven Networks, Inc. (3.08%) |
Communications & Networking | Senior Debt Matures April 2010 |
|||||||||||
Interest rate Prime + 3.75% |
$ | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||
Revolving Line of Credit |
|||||||||||||
Matures April 2008 |
|||||||||||||
Interest rate Prime + 3.00% |
$ | 2,000,000 | 1,841,383 | 1,841,383 | |||||||||
Preferred Stock Warrants |
173,967 | 167,521 | |||||||||||
Total Seven Networks, Inc. |
12,015,350 | 12,008,904 | |||||||||||
Simpler Networks Corp. (1.26%)(4) |
Communications & Networking | Senior Debt Matures July 2009 |
|||||||||||
Interest rate 11.75% |
$ | 4,264,256 | 4,174,366 | 4,174,366 | |||||||||
Preferred Stock Warrants |
160,241 | 727,740 | |||||||||||
Simpler Networks Corp. (0.13%) |
Preferred Stock | 500,000 | 500,000 | ||||||||||
Total Simpler Networks Corp. |
4,834,607 | 5,402,106 |
5
HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
June 30, 2007
(Continued)
Portfolio Company |
Industry |
Type of Investment(1)(6) |
Principal Amount |
Cost(2) | Value(3) | ||||||||
Tectura Corporation (5.57%) |
Communications & Networking | Senior Debt Matures March 2012 |
|||||||||||
Interest rate LIBOR + 6.15% |
$ | 9,726,182 | $ | 9,677,668 | $ | 9,677,668 | |||||||
Revolving Line of Credit | |||||||||||||
Matures March 2008 |
|||||||||||||
Interest rate LIBOR + 5.15% |
$ | 12,000,000 | 12,000,000 | 12,000,000 | |||||||||
Preferred Stock Warrants | 51,067 | 49,368 | |||||||||||
Total Tectura Corporation |
21,728,735 | 21,727,036 | |||||||||||
Teleflip, Inc. (0.13%)(4) |
Communications & Networking | Senior Debt Matures May 2010 |
|||||||||||
Interest rate Prime + 2.75% |
$ | 500,000 | 489,784 | 489,784 | |||||||||
Preferred Stock Warrants | 10,508 | 9,837 | |||||||||||
Total Teleflip, Inc. |
500,292 | 499,621 | |||||||||||
Wireless Channels, Inc. (3.18%) |
Communications & Networking | Senior Debt-Second Lien Matures April 2010 |
|||||||||||
Interest rate 9.25% |
$ | 2,378,824 | 2,240,922 | 2,240,922 | |||||||||
Senior Debt-Second Lien | |||||||||||||
Matures April 2010 |
|||||||||||||
Interest rate Prime + 4.25% |
$ | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||
Preferred Stock Warrants | 155,139 | 152,828 | |||||||||||
Total Wireless Channels, Inc. |
12,396,061 | 12,393,750 | |||||||||||
Total Communications & Networking (22.73%) |
88,102,438 | 88,661,894 | |||||||||||
Atrenta, Inc. (1.26%)(4) |
Software | Senior Debt | |||||||||||
Matures June 2009 |
|||||||||||||
Interest rate 11.50% |
$ | 4,707,075 | 4,651,001 | 4,651,001 | |||||||||
Preferred Stock Warrants | 102,396 | 189,211 | |||||||||||
Preferred Stock Warrants | 33,760 | 62,084 | |||||||||||
Atrenta, Inc. (0.06%) |
Preferred Stock | 250,000 | 250,000 | ||||||||||
Total Atrenta, Inc. |
5,037,157 | 5,152,296 | |||||||||||
Blurb, Inc. (0.06%) |
Software | Senior Debt | |||||||||||
Matures December 2009 |
|||||||||||||
Interest rate 9.55% |
$ | 250,000 | 239,605 | 239,605 | |||||||||
Preferred Stock Warrants | 12,904 | 11,513 | |||||||||||
Total Blurb, Inc. |
252,509 | 251,118 | |||||||||||
Cittio, Inc. (0.26%) |
Software | Senior Debt | |||||||||||
Matures April 2010 |
|||||||||||||
Interest rate 11.00% |
$ | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||
Total Cittio, Inc. |
1,000,000 | 1,000,000 | |||||||||||
Compete, Inc. (0.85%)(4) |
Software | Senior Debt | |||||||||||
Matures March 2009 |
|||||||||||||
Interest rate Prime + 3.50% |
$ | 3,168,595 | 3,133,366 | 3,133,366 | |||||||||
Preferred Stock Warrants | 62,067 | 195,872 | |||||||||||
Total Compete, Inc. |
3,195,433 | 3,329,238 | |||||||||||
Forescout Technologies, Inc. (0.77%)(4) |
Software | Senior Debt | |||||||||||
Matures August 2009 |
|||||||||||||
Interest rate 11.15% |
$ | 2,500,000 | 2,459,849 | 2,459,849 | |||||||||
Revolving Line of Credit | |||||||||||||
Matures August 2007 |
|||||||||||||
Interest rate Prime + 1.49% |
$ | 500,000 | 500,000 | 500,000 | |||||||||
Preferred Stock Warrants | 55,593 | 45,585 | |||||||||||
Total Forescout Technologies, Inc. |
3,015,442 | 3,005,434 | |||||||||||
GameLogic, Inc. (0.77%)(4) |
Software | Senior Debt | |||||||||||
Matures December 2009 |
|||||||||||||
Interest rate Prime + 4.125% |
$ | 2,947,396 | 2,926,101 | 2,926,101 | |||||||||
Preferred Stock Warrants | 92,483 | 74,978 | |||||||||||
Total GameLogic, Inc. |
3,018,584 | 3,001,079 |
6
HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
June 30, 2007
(Continued)
Portfolio Company |
Industry |
Type of Investment(1)(6) |
Principal Amount |
Cost(2) | Value(3) | ||||||||
Gomez, Inc. (0.17%)(4) |
Software | Senior Debt | |||||||||||
Matures December 2007 |
|||||||||||||
Interest rate 12.25% |
$ | 672,351 | $ | 667,491 | $ | 667,491 | |||||||
Preferred Stock Warrants | 35,000 | 9,542 | |||||||||||
Total Gomez, Inc. |
702,491 | 677,033 | |||||||||||
HighRoads, Inc. (0.01%)(4) |
Software | Preferred Stock Warrants | 44,466 | 31,004 | |||||||||
Total HighRoads, Inc. |
44,466 | 31,004 | |||||||||||
Intelliden, Inc. (0.73%) |
Software | Senior Debt | |||||||||||
Matures February 2010 |
|||||||||||||
Interest rate 13.20% |
$ | 2,793,991 | 2,780,727 | 2,780,727 | |||||||||
Preferred Stock Warrants | 17,542 | 72,309 | |||||||||||
Total Intelliden, Inc. |
2,798,269 | 2,853,036 | |||||||||||
Inxight Software, Inc. (0.92%)(4) |
Software | Senior Debt | |||||||||||
Matures February 2008 |
|||||||||||||
Interest rate 10.00% |
$ | 3,414,512 | 3,402,270 | 3,402,270 | |||||||||
Preferred Stock Warrants | 55,963 | 133,000 | |||||||||||
Total Inxight Software, Inc. |
3,458,233 | 3,535,270 | |||||||||||
Oatsystems, Inc. (1.40%)(4) |
Software | Senior Debt | |||||||||||
Matures September 2009 |
|||||||||||||
Interest rate 11.00% |
$ | 5,473,469 | 5,424,121 | 5,424,121 | |||||||||
Preferred Stock Warrants | 67,484 | 47,488 | |||||||||||
Total Oatsystems, Inc. |
5,491,605 | 5,471,609 | |||||||||||
Proficiency, Inc. (1.04%)(5) |
Software | Senior Debt | |||||||||||
Matures July 2008 |
|||||||||||||
Interest rate 12.00% |
$ | 4,000,000 | 3,968,821 | 3,968,821 | |||||||||
Preferred Stock Warrants | 96,370 | 97,459 | |||||||||||
Total Proficiency, Inc. |
4,065,191 | 4,066,280 | |||||||||||
PSS Systems, Inc. (0.09%) (4) |
Software | Senior Debt | |||||||||||
Matures March 2010 |
|||||||||||||
Interest rate 10.74% |
$ | 350,000 | 304,485 | 304,485 | |||||||||
Preferred Stock Warrants | 51,205 | 51,186 | |||||||||||
Total PSS Systems, Inc. |
355,690 | 355,671 | |||||||||||
Savvion, Inc. (1.21%)(4) |
Software | Senior Debt | |||||||||||
Matures March 2009 |
|||||||||||||
Interest rate Prime + 3.45% |
$ | 1,695,633 | 1,695,633 | 1,695,633 | |||||||||
Revolving Line of Credit | |||||||||||||
Matures March 2007 |
|||||||||||||
Interest rate Prime + 2.00% |
$ | 3,000,000 | 3,000,000 | 3,000,000 | |||||||||
Preferred Stock Warrants | 52,135 | 36,694 | |||||||||||
Total Savvion, Inc. |
4,747,768 | 4,732,327 | |||||||||||
Sportvision, Inc. (0.01%) |
Software | Preferred Stock Warrants | 39,339 | 24,312 | |||||||||
Total Sportvision, Inc. |
39,339 | 24,312 | |||||||||||
Talisma Corp. (0.28%)(4) |
Software | Subordinated Debt | |||||||||||
Matures December 2007 |
|||||||||||||
Interest rate 11.25% |
$ | 1,076,689 | 1,069,883 | 1,069,883 | |||||||||
Preferred Stock Warrants | 49,000 | 12,880 | |||||||||||
Total Talisma Corp. |
1,118,883 | 1,082,763 | |||||||||||
Total Software (9.89%) |
38,341,060 | 38,568,470 | |||||||||||
7
HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
June 30, 2007
(Continued)
Portfolio Company |
Industry |
Type of Investment(1)(6) |
Principal Amount |
Cost(2) | Value(3) | ||||||||
Agami Systems, Inc. (1.66%)(4) |
Electronics & Computer Hardware | Senior Debt Matures August 2009 |
|||||||||||
Interest rate 11.00% |
$ | 6,385,715 | $ | 6,324,658 | $ | 6,324,658 | |||||||
Preferred Stock Warrants | 85,601 | 142,504 | |||||||||||
Total Agami Systems, Inc. |
6,410,259 | 6,467,162 | |||||||||||
Luminus Devices, Inc. (3.38%)(4) |
Electronics & Computer Hardware |
Senior Debt Matures August 2009 |
|||||||||||
Interest rate 12.50% |
$ | 13,194,417 | 13,005,316 | 13,005,316 | |||||||||
Preferred Stock Warrants | 183,290 | 133,735 | |||||||||||
Preferred Stock Warrants | 83,529 | 75,868 | |||||||||||
Total Luminus Devices, Inc. |
13,272,135 | 13,214,919 | |||||||||||
NetEffect, Inc. (0.64%) |
Electronics & Computer Hardware |
Senior Debt Matures May 2010 |
|||||||||||
Interest rate 11.95% |
$ | 2,500,000 | 2,458,726 | 2,458,726 | |||||||||
Preferred Stock Warrants | 43,632 | 42,335 | |||||||||||
Total NetEffect, Inc. |
2,502,358 | 2,501,061 | |||||||||||
NeoScale Systems, Inc. (0.77%) |
Electronics & Computer Hardware |
Senior Debt Matures October 2009 |
|||||||||||
Interest rate 10.75% |
$ | 3,000,000 | 2,982,305 | 2,982,305 | |||||||||
Preferred Stock Warrants | 23,593 | 29,598 | |||||||||||
Total NeoScale Systems, Inc. |
3,005,898 | 3,011,903 | |||||||||||
SiCortex, Inc. (0.04%) |
Electronics & Computer Hardware |
Preferred Stock Warrants |
164,051 | 159,469 | |||||||||
Total SiCortex, Inc. |
164,051 | 159,469 | |||||||||||
Sling Media, Inc. (0.48%) |
Electronics & Computer Hardware |
Preferred Stock Warrants | 38,968 | 1,373,104 | |||||||||
Preferred Stock | 500,000 | 500,000 | |||||||||||
Total Sling Media, Inc. |
538,968 | 1,873,104 | |||||||||||
VeriWave, Inc. (0.56%) |
Electronics & Computer Hardware |
Senior Debt Matures May 2010 |
|||||||||||
Interest rate 10.75% |
$ | 2,163,271 | 2,112,140 | 2,112,140 | |||||||||
Preferred Stock Warrants | 54,230 | 53,243 | |||||||||||
Total VeriWave, Inc. |
2,166,370 | 2,165,383 | |||||||||||
ViDeOnline Communications, Inc. (0.08%)(4) |
Electronics & Computer Hardware |
Preferred Stock Warrants |
| 295,901 | |||||||||
Total ViDeOnline Communications, Inc. |
| 295,901 | |||||||||||
Total Electronics & Computer Hardware (7.61%) |
28,060,039 | 29,688,902 | |||||||||||
Aegerion Pharmaceuticals, Inc. (2.57%) (4) |
Specialty Pharmaceuticals |
Senior Debt Matures August 2010 |
|||||||||||
Interest rate Prime + 2.50% |
$ | 10,000,000 | 9,937,545 | 9,937,545 | |||||||||
Preferred Stock Warrants | 69,207 | 69,059 | |||||||||||
Total Aegerion Pharmaceuticals, Inc. |
10,006,752 | 10,006,604 | |||||||||||
Quatrx Pharmaceuticals Company (4.21%)(4) |
Specialty Pharmaceuticals |
Senior Debt Matures January 2010 |
|||||||||||
Interest rate Prime + 3.00% |
$ | 16,567,142 | 16,429,421 | 16,429,421 | |||||||||
Preferred Stock Warrants | 220,354 | | |||||||||||
Quatrx Pharmaceuticals Company (0.19%) |
Preferred Stock | 750,001 | 750,001 | ||||||||||
Total Quatrx Pharmaceuticals Company |
17,399,776 | 17,179,422 |
8
HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
June 30, 2007
(Continued)
Portfolio Company |
Industry |
Type of Investment(1)(6) |
Principal Amount |
Cost(2) | Value(3) | ||||||||
Panacos Pharmaceuticals, Inc. (2.55%) |
Specialty Pharmaceuticals |
Senior Debt Matures January 2011 |
|||||||||||
Interest rate 11.20% |
$ | 10,000,000 | $ | 9,144,567 | $ | 9,144,567 | |||||||
Common Stock Warrants | 876,297 | 803,781 | |||||||||||
Total Panacos Pharmaceuticals, Inc. |
10,020,864 | 9,948,348 | |||||||||||
Total Specialty Pharmaceuticals (9.52%) |
37,427,392 | 37,134,374 | |||||||||||
BabyUniverse, Inc. (1.31%)(4) |
Consumer & Business Products | Senior Debt Matures July 2009 |
|||||||||||
Interest rate Prime + 2.35% |
$ | 5,000,000 | 4,783,184 | 4,783,184 | |||||||||
Common Stock Warrants | 325,224 | 307,587 | |||||||||||
Total BabyUniverse, Inc. |
5,108,408 | 5,090,771 | |||||||||||
Market Force Information, Inc. (0.43%)(4) |
Consumer & Business Products |
Senior Debt Matures May 2009 |
|||||||||||
Interest rate 10.45% |
$ | 1,541,514 | 1,527,721 | 1,527,721 | |||||||||
Preferred Stock Warrants | 23,823 | 141,940 | |||||||||||
Market Force Information, Inc. (0.13%) |
Preferred Stock | 500,000 | 500,000 | ||||||||||
Total Market Force Information, Inc. |
2,051,544 | 2,169,661 | |||||||||||
Wageworks, Inc. (3.11%)(4) |
Consumer & Business Products | Senior Debt Matures November 2008 |
|||||||||||
Interest rate Prime + 4.00% |
$ | 11,127,398 | 11,031,412 | 11,031,412 | |||||||||
Preferred Stock Warrants | 251,964 | 1,106,668 | |||||||||||
Wageworks, Inc. (0.06%) |
Preferred Stock | 249,995 | 249,995 | ||||||||||
Total Wageworks, Inc. |
11,533,371 | 12,388,075 | |||||||||||
Total Consumer & Business Products (5.04%) |
18,693,323 | 19,648,507 | |||||||||||
Ageia Technologies, Inc. (1.55%)(4) |
Semiconductors | Senior Debt | |||||||||||
Matures August 2008 |
|||||||||||||
Interest rate 10.25% |
$ | 6,001,890 | 5,966,071 | 5,966,071 | |||||||||
Convertible Debt | 61,880 | 61,880 | |||||||||||
Preferred Stock Warrants | 99,190 | | |||||||||||
Ageia Technologies, Inc. (0.13%) |
Preferred Stock | 500,000 | 500,000 | ||||||||||
Total Ageia Technologies |
6,627,141 | 6,527,951 | |||||||||||
Cradle Technologies (0.00%) |
Semiconductors | Preferred Stock Warrants | 79,150 | | |||||||||
Total Cradle Technologies |
79,150 | | |||||||||||
iWatt Inc. (1.30%)(4) |
Semiconductors | Senior Debt | |||||||||||
Matures September 2009 |
|||||||||||||
Interest rate Prime + 2.75% |
$ | 1,824,490 | 1,791,859 | 1,791,859 | |||||||||
Revolving Line of Credit | |||||||||||||
Matures September 2007 |
|||||||||||||
Interest rate Prime + 1.75% |
$ | 3,235,000 | 3,235,000 | 3,235,000 | |||||||||
Preferred Stock Warrants | 45,684 | 54,384 | |||||||||||
Total iWatt Inc. |
5,072,543 | 5,081,243 | |||||||||||
NEXX Systems, Inc. (2.82%)(4) |
Semiconductors | Senior Debt | |||||||||||
Matures February 2010 |
|||||||||||||
Interest rate Prime + 2.75% |
$ | 5,000,000 | 4,852,775 | 4,852,775 | |||||||||
Revolving Line of Credit | |||||||||||||
Matures December 2009 |
|||||||||||||
Interest rate Prime + 1.75% |
$ | 6,000,000 | 6,000,000 | 6,000,000 | |||||||||
Preferred Stock Warrants | 164,613 | 153,966 | |||||||||||
Total NEXX Systems, Inc. |
11,017,388 | 11,006,741 | |||||||||||
Total Semiconductors (5.80%) |
22,796,222 | 22,615,935 | |||||||||||
9
HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
June 30, 2007
(Continued)
Portfolio Company |
Industry |
Type of Investment(1)(6) |
Principal Amount |
Cost(2) | Value(3) | ||||||||
Labopharm USA, Inc. (1.19%)(4)(5) |
Drug Delivery | Senior Debt | |||||||||||
Matures July 2008 |
|||||||||||||
Interest rate 11.95% |
$ | 4,539,328 | $ | 4,651,897 | $ | 4,651,897 | |||||||
Total Labopharm USA, Inc. |
4,651,897 | 4,651,897 | |||||||||||
Transcept Pharmaceuticals, Inc. (2.29%)(4) |
Drug Delivery | Senior Debt | |||||||||||
Matures October 2009 |
|||||||||||||
Interest rate 10.69% |
$ | 8,667,943 | 8,604,549 | 8,604,549 | |||||||||
Preferred Stock Warrants | 35,630 | 120,553 | |||||||||||
Preferred Stock Warrants | 51,067 | 189,460 | |||||||||||
Transcept Pharmaceuticals, Inc. (0.13%) |
Preferred Stock | 500,000 | 500,000 | ||||||||||
Total Transcept Pharmaceuticals, Inc. |
9,191,246 | 9,414,562 | |||||||||||
Total Drug Delivery (3.61%) |
13,843,143 | 14,066,459 | |||||||||||
BARRX Medical, Inc. (0.39%) |
Therapeutic | Preferred Stock | 1,500,000 | 1,500,000 | |||||||||
Total BARRX Medical, Inc. |
1,500,000 | 1,500,000 | |||||||||||
EKOS Corporation (1.28%) |
Therapeutic | Senior Debt | |||||||||||
Matures November 2010 |
|||||||||||||
Interest rate Prime + 2.00% |
$ | 5,000,000 | 4,833,783 | 4,833,783 | |||||||||
Preferred Stock Warrants | 174,528 | 169,449 | |||||||||||
Total EKOS Corporation |
5,008,311 | 5,003,232 | |||||||||||
Gynesonics, Inc. (0.49%)(4) |
Therapeutic | Senior Debt | |||||||||||
Matures October 2009 |
|||||||||||||
Interest rate 9.50% |
$ | 1,881,146 | 1,869,862 | 1,869,862 | |||||||||
Preferred Stock Warrants | 17,552 | 53,047 | |||||||||||
Gynesonics, Inc. (0.06%) |
Preferred Stock | 250,000 | 250,000 | ||||||||||
Total Gynesonics, Inc. |
2,137,414 | 2,172,909 | |||||||||||
Novasys Medical, Inc. (2.05%)(4) |
Therapeutic | Senior Debt | |||||||||||
Matures January 2010 |
|||||||||||||
Interest rate 9.70% |
$ | 8,000,000 | 8,000,000 | 8,000,000 | |||||||||
Total Novasys Medical, Inc. |
8,000,000 | 8,000,000 | |||||||||||
Power Medical Interventions, Inc. (0.01%) |
Therapeutic | Common Stock Warrants | 20,687 | 27,371 | |||||||||
Total Power Medical Interventions, Inc. |
20,687 | 27,371 | |||||||||||
Total Therapeutic (4.28%) |
16,666,412 | 16,703,512 | |||||||||||
Hedgestreet, Inc. (0.86%)(4) |
Internet Consumer & Business Services |
Senior Debt Matures March 2009 |
|||||||||||
Interest rate 11.30% |
$ | 3,329,307 | 3,301,086 | 3,301,086 | |||||||||
Preferred Stock Warrants | 54,956 | 39,075 | |||||||||||
Total Hedgestreet, Inc. |
3,356,042 | 3,340,161 | |||||||||||
Invoke Solutions, Inc. (0.56%)(4) |
Internet Consumer & Business Services |
Senior Debt Matures December 2008 |
|||||||||||
Interest rate 11.25% |
$ | 2,187,234 | 2,161,526 | 2,161,526 | |||||||||
Preferred Stock Warrants | 49,722 | 36,816 | |||||||||||
Total Invoke Solutions, Inc. |
2,211,248 | 2,198,342 | |||||||||||
Prism Education Group Inc. (0.51%) |
Internet Consumer & Business Services |
Senior Debt Matures December 2010 |
|||||||||||
Interest rate 11.25% |
$ | 2,000,000 | 1,958,261 | 1,958,261 | |||||||||
Preferred Stock Warrants | 42,757 | 41,601 | |||||||||||
Total Prism Education Group Inc. |
2,001,018 | 1,999,862 | |||||||||||
RazorGator Interactive Group, Inc. (0.64%)(4) |
Internet Consumer & Business Services |
Senior Debt Matures January 2008 |
|||||||||||
Interest rate 9.95% |
$ | 1,903,620 | 1,901,445 | 1,901,445 | |||||||||
Preferred Stock Warrants | 13,050 | 552,355 | |||||||||||
Preferred Stock Warrants | 28,478 | 25,071 | |||||||||||
RazorGator Interactive Group, Inc. (0.44%) |
Preferred Stock | 1,000,000 | 1,708,178 | ||||||||||
Total RazorGator Interactive Group, Inc. |
2,942,973 | 4,187,049 | |||||||||||
Total Internet Consumer & Business Services (3.01%) |
10,511,281 | 11,725,414 | |||||||||||
10
HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
June 30, 2007
(Continued)
Portfolio Company |
Industry |
Type of Investment(1)(6) |
Principal Amount |
Cost(2) | Value(3) | ||||||||
Lilliputian Systems, Inc. (2.18%)(4) |
Energy | Senior Debt | |||||||||||
Matures March 2010 |
|||||||||||||
Interest rate 9.75% |
$ | 8,500,000 | $ | 8,468,986 | $ | 8,468,986 | |||||||
Preferred Stock Warrants | 48,460 | 34,462 | |||||||||||
Total Lilliputian Systems, Inc. |
8,517,446 | 8,503,448 | |||||||||||
Total Energy (2.18%) |
8,517,446 | 8,503,448 | |||||||||||
Active Response Group, Inc. (2.56%) |
Information Services | Senior Debt | |||||||||||
Matures March 2012 |
|||||||||||||
Interest rate Libor + 6.55% |
$ | 10,000,000 | 9,956,988 | 9,956,988 | |||||||||
Preferred Stock Warrants | 38,434 | 37,835 | |||||||||||
Common Stock Warrants | 7,650 | 7,531 | |||||||||||
Total Active Response Group, Inc. |
10,003,072 | 10,002,354 | |||||||||||
Buzznet, Inc. (0.06%) |
Information Services | Senior Debt | |||||||||||
Matures March 2010 |
|||||||||||||
Interest rate 10.25% |
$ | 250,000 | 242,344 | 242,344 | |||||||||
Preferred Stock Warrants | 8,613 | 8,496 | |||||||||||
Total Buzznet, Inc. |
250,957 | 250,840 | |||||||||||
Solutionary, Inc. (1.54%) |
Information Services | Senior Debt | |||||||||||
Matures June 2010 |
|||||||||||||
Interest rate LIBOR + 5.50% |
$ | 5,500,000 | 5,413,580 | 5,413,580 | |||||||||
Revolving Line of Credit | |||||||||||||
Matures June 2010 |
|||||||||||||
Interest rate LIBOR + 5.00% |
$ | 500,000 | 500,000 | 500,000 | |||||||||
Preferred Stock Warrants | 93,827 | 92,363 | |||||||||||
Solutionary, Inc. (0.07%) |
Preferred Stock | 250,000 | 250,000 | ||||||||||
Total Solutionary, Inc. |
6,257,407 | 6,255,943 | |||||||||||
Wallop Technologies, Inc. (0.06%) |
Information Services | Senior Debt | |||||||||||
Matures March 2010 |
|||||||||||||
Interest rate 10.00% |
$ | 237,207 | 230,564 | 230,564 | |||||||||
Preferred Stock Warrants | 7,473 | 7,332 | |||||||||||
Total Wallop Technologies, Inc. |
238,037 | 237,896 | |||||||||||
Total Information Services (4.29%) |
16,749,473 | 16,747,033 | |||||||||||
Novadaq Technologies, Inc. (0.37%) |
Diagnostic | Common Stock | 1,735,157 | 1,461,740 | |||||||||
Total Novadaq Technologies, Inc. |
1,735,157 | 1,461,740 | |||||||||||
Optiscan Biomedical, Corp. (0.17%)(4) |
Diagnostic | Senior Debt | |||||||||||
Matures March 2008 |
|||||||||||||
Interest rate 15.00% |
$ | 617,389 | 594,022 | 594,022 | |||||||||
Preferred Stock Warrants | 80,486 | 54,638 | |||||||||||
Optiscan Biomedical, Corp. (0.26%) |
Preferred Stock | 1,000,000 | 1,000,000 | ||||||||||
Total Optiscan Biomedical, Corp. |
1,674,508 | 1,648,660 | |||||||||||
Xillix Technologies Corp. (0.41%)(4)(5)(7) |
Diagnostic | Senior Debt | |||||||||||
Matures December 2008 |
|||||||||||||
Interest rate 12.40% |
$ | 1,750,374 | 1,602,518 | 1,602,518 | |||||||||
Common Stock Warrants | 313,108 | | |||||||||||
Total Xillix Technologies Corp. |
1,915,626 | 1,602,518 | |||||||||||
Total Diagnostic (1.21%) |
5,325,291 | 4,712,918 | |||||||||||
Guava Technologies, Inc. (1.38%)(4) |
Biotechnology Tools | Senior Debt | |||||||||||
Matures July 2009 |
|||||||||||||
Interest rate Prime + 3.25% |
$ | 4,389,223 | 4,331,505 | 4,331,505 | |||||||||
Revolving Line of Credit | |||||||||||||
Matures December 2007 |
|||||||||||||
Interest rate Prime + 2.00% |
$ | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||
Preferred Stock Warrants | 105,399 | 72,635 | |||||||||||
Total Guava Technologies, Inc. |
5,436,904 | 5,404,140 |
11
HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
June 30, 2007
(Continued)
Portfolio Company |
Industry |
Type of Investment(1)(6) |
Principal Amount |
Cost(2) | Value(3) | ||||||||
NuGEN Technologies, Inc. (0.26%) |
Biotechnology Tools | Senior Debt | |||||||||||
Matures March 2010 |
|||||||||||||
Interest rate 11.70% |
$ | 1,000,000 | $ | 958,899 | $ | 958,899 | |||||||
Preferred Stock Warrants | 44,837 | 44,138 | |||||||||||
Total NuGEN Technologies, Inc. |
1,003,736 | 1,003,037 | |||||||||||
Total Biotechnology Tools (1.64%) |
6,440,640 | 6,407,177 | |||||||||||
Rubicon Technology Inc. (2.08%) (4) |
Advanced Specialty Materials & Chemicals | Senior Debt Matures December 2010 |
|||||||||||
Interest rate Prime + 3.375% |
$ | 5,100,000 | 5,023,863 | 5,023,863 | |||||||||
Revolving Line of Credit | |||||||||||||
Matures April 2008 |
|||||||||||||
Interest rate Prime + 0.25% |
$ | 3,000,000 | 3,000,000 | 3,000,000 | |||||||||
Preferred Stock Warrants | 81,708 | 78,991 | |||||||||||
Total Rubicon Technology Inc. |
8,105,571 | 8,102,854 | |||||||||||
Total Advanced Specialty Materials & Chemicals (2.08%) |
8,105,571 | 8,102,854 | |||||||||||
Waterfront Media Inc. (1.28%) (4) |
Media/Content/Info | Senior Debt | |||||||||||
Matures December 2010 |
|||||||||||||
Interest rate Prime + 3.00% |
$ | 3,000,000 | 2,946,966 | 2,946,966 | |||||||||
Revolving Line of Credit | |||||||||||||
Matures March 2008 |
|||||||||||||
Interest rate Prime + 1.25% |
$ | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||
Preferred Stock Warrants | 59,663 | 58,576 | |||||||||||
Total Waterfront Media Inc. |
5,006,629 | 5,005,542 | |||||||||||
Total Media/Content/Info (1.28%) |
5,006,629 | 5,005,542 | |||||||||||
Total Investments (106.84%) |
$ | 411,011,161 | $ | 416,705,087 | |||||||||
* | Value as a percent of net assets |
(1) | Preferred and common stock, warrants, and equity interests are generally non-income producing. |
(2) | Gross unrealized appreciation, gross unrealized depreciation, and net appreciation totaled $7,412,168, $1,718,242 and $5,693,926, respectively. |
(3) | Except for warrants in seven publicly traded companies and common stock in two publicly traded companies, all investments are restricted at June 30, 2007 and were valued at fair value as determined in good faith by the Board of Directors. No unrestricted securities of the same issuer are outstanding. The Company uses the Standard Industrial Code for classifying the industry grouping of its portfolio companies. |
(4) | Debt and warrant investments of this portfolio company have been pledged as collateral under the Credit Facility. Citigroup has an equity participation right on loans collateralized under the Credit Facility. The value of their participation right on unrealized gains in the related equity investments was approximately $602,000 at June 30, 2007 and is included in accrued liabilities and reduces the unrealized gain recognized by the Company at June 30, 2007. |
(5) | Non-U.S. company or the company's principal place of business is outside the United States. |
(6) | All investments are less than 5% owned. |
(7) | Non-income producing at the relevant period end. |
See notes to consolidated financial statements (unaudited).
12
HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2006
(unaudited)
Portfolio Company |
Industry |
Type of Investment(1)(7) |
Principal Amount |
Cost(2) | Value(3) | ||||||||
Acceleron Pharmaceuticals, Inc. (1.74%)*(4) |
Biopharmaceuticals | Senior Debt | |||||||||||
Matures June 2009 |
|||||||||||||
Interest rate 10.25% |
$ | 4,069,607 | $ | 3,987,624 | $ | 3,987,624 | |||||||
Preferred Stock Warrants | 69,106 | 417,115 | |||||||||||
Preferred Stock Warrants | 34,996 | 34,393 | |||||||||||
Acceleron Pharmaceuticals, Inc. (0.44%) |
Preferred Stock | 1,000,000 | 1,111,112 | ||||||||||
Total Acceleron Pharmaceuticals, Inc |
5,091,726 | 5,550,244 | |||||||||||
Aveo Pharmaceuticals, Inc. (5.88%)(4) |
Biopharmaceuticals | Senior Debt | |||||||||||
Matures September 2009 |
|||||||||||||
Interest rate 10.75% |
$ | 15,000,000 | 14,849,099 | 14,849,099 | |||||||||
Preferred Stock Warrants | 144,056 | 115,212 | |||||||||||
Preferred Stock Warrants | 46,288 | 43,771 | |||||||||||
Total Aveo Pharmaceuticals, Inc |
15,039,443 | 15,008,082 | |||||||||||
Elixir Pharmaceuticals, Inc. (3.92%) |
Biopharmaceuticals | Senior Debt | |||||||||||
Matures June 2010 |
|||||||||||||
Interest rate Prime + 2.45% |
$ | 10,000,000 | 9,857,610 | 9,857,610 | |||||||||
Preferred Stock Warrants | 74,755 | 73,334 | |||||||||||
Preferred Stock Warrants | 74,755 | 73,334 | |||||||||||
Total Elixir Pharmaceuticals, Inc. |
10,007,120 | 10,004,278 | |||||||||||
EpiCept Corporation (3.84%) |
Biopharmaceuticals | Senior Debt | |||||||||||
Matures August 2009 |
|||||||||||||
Interest rate 11.70% |
$ | 10,000,000 | 9,312,750 | 9,312,750 | |||||||||
Common Stock Warrants | 794,633 | 507,592 | |||||||||||
Total EpiCept Corporation |
10,107,383 | 9,820,342 | |||||||||||
Guava Technologies, Inc. (2.26%)(4) |
Biopharmaceuticals | Senior Debt | |||||||||||
Matures July 2009 |
|||||||||||||
Interest rate Prime + 3.25% |
$ | 5,266,485 | 5,193,710 | 5,193,710 | |||||||||
Revolving Line of Credit | |||||||||||||
Matures December 2007 |
|||||||||||||
Interest rate Prime + 2.00% |
$ | 500,000 | 500,000 | 500,000 | |||||||||
Preferred Stock Warrants | 105,399 | 83,940 | |||||||||||
Total Guava Technologies, Inc |
5,799,109 | 5,777,650 | |||||||||||
Labopharm USA, Inc. (2.58%)(4)(5) |
Biopharmaceuticals | Senior Debt | |||||||||||
Matures July 2008 |
|||||||||||||
Interest rate 11.95% |
$ | 6,675,417 | 6,598,870 | 6,598,870 | |||||||||
Total Labopharm USA, Inc. |
6,598,870 | 6,598,870 | |||||||||||
Merrimack Pharmaceuticals, Inc. (2.61%)(4) |
Biopharmaceuticals | Convertible Senior Debt | |||||||||||
Matures October 2008 |
|||||||||||||
Interest rate 11.15% |
$ | 6,043,382 | 5,967,550 | 6,254,550 | |||||||||
Preferred Stock Warrants | 155,456 | 409,159 | |||||||||||
Total Merrimack Pharmaceuticals, Inc. |
6,123,006 | 6,663,709 | |||||||||||
Paratek Pharmaceuticals, Inc. (2.62%)(4) |
Biopharmaceuticals | Senior Debt | |||||||||||
Matures June 2008 |
|||||||||||||
Interest rate 11.10% |
$ | 6,651,586 | 6,586,705 | 6,586,705 | |||||||||
Preferred Stock Warrants | 137,396 | 110,553 | |||||||||||
Total Paratek Pharmaceuticals, Inc. |
6,724,101 | 6,697,258 | |||||||||||
Portola Pharmaceuticals, Inc. (4.41%) . |
Biopharmaceuticals | Senior Debt | |||||||||||
Matures September 2010 |
|||||||||||||
Interest rate Prime + 1.75% |
$ | 11,250,000 | $ | 11,145,804 | $ | 11,145,804 | |||||||
Preferred Stock Warrants | 113,668 | 107,489 | |||||||||||
Total Portola Pharmaceuticals, Inc |
11,259,472 | 11,253,293 | |||||||||||
Quatrx Pharmaceuticals Company (7.05%)(4) |
Biopharmaceuticals | Senior Debt | |||||||||||
Matures January 2010 |
|||||||||||||
Interest rate Prime + 3.00% |
$ | 18,000,000 | 17,834,735 | 17,834,735 | |||||||||
Preferred Stock Warrants | 220,354 | 179,708 | |||||||||||
Total Quatrx Pharmaceuticals Company |
18,055,089 | 18,014,443 | |||||||||||
Sirtris Pharmaceuticals, Inc. (3.91%)(4) |
Biopharmaceuticals | Senior Debt | |||||||||||
Matures April 2011 |
|||||||||||||
Interest rate 10.60% |
$ | 10,000,000 | 9,924,495 | 9,924,495 | |||||||||
Preferred Stock Warrants | 88,829 | 70,986 | |||||||||||
Total Sirtris Pharmaceuticals, Inc. |
10,013,324 | 9,995,481 |
13
HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2006
(Continued)
Portfolio Company |
Industry |
Type of Investment(1)(7) |
Principal Amount |
Cost(2) | Value(3) | ||||||||
TransOral Pharmaceuticals, Inc. (3.92%)(4) |
Biopharmaceuticals | Senior Debt | |||||||||||
Matures October 2009 |
|||||||||||||
Interest rate 10.69% |
$ | 10,000,000 | 9,921,976 | 9,921,976 | |||||||||
Preferred Stock Warrants | 35,630 | 28,265 | |||||||||||
Preferred Stock Warrants | 51,067 | 50,548 | |||||||||||
Total TransOral Pharmaceuticals, Inc. |
10,008,673 | 10,000,789 | |||||||||||
Total Biopharmaceuticals (45.18%) |
114,827,316 | 115,384,439 | |||||||||||
Atrenta, Inc. (2.03%)(4) |
Software | Senior Debt | |||||||||||
Matures June 2009 |
|||||||||||||
Interest rate 11.50% |
$ | 5,000,000 | 4,929,298 | 4,929,298 | |||||||||
Preferred Stock Warrants | 102,396 | 200,285 | |||||||||||
Preferred Stock Warrants | 33,760 | 65,719 | |||||||||||
Atrenta, Inc. (0.10%) |
Preferred Stock | 250,000 | 250,000 | ||||||||||
Total Atrenta, Inc |
5,315,454 | 5,445,302 | |||||||||||
Blurb, Inc. (0.10%) |
Software | Senior Debt | |||||||||||
Matures December 2009 |
|||||||||||||
Interest rate 9.55% |
$ | 250,000 | 237,454 | 237,454 | |||||||||
Preferred Stock Warrants | 12,904 | 12,653 | |||||||||||
Total Blurb, Inc |
250,358 | 250,107 | |||||||||||
Compete, Inc. (1.52%)(4) |
Software | Senior Debt | |||||||||||
Matures March 2009 |
|||||||||||||
Interest rate Prime + 3.50% |
$ | 3,884,338 | 3,839,045 | 3,839,045 | |||||||||
Preferred Stock Warrants | 62,067 | 49,247 | |||||||||||
Total Compete, Inc. |
3,901,112 | 3,888,292 | |||||||||||
Forescout Technologies, Inc. (0.78%) |
Software | Senior Debt | |||||||||||
Matures August 2009 |
|||||||||||||
Interest rate 11.15% |
$ | 2,000,000 | 1,950,584 | 1,950,584 | |||||||||
Preferred Stock Warrants | 55,593 | 50,800 | |||||||||||
Total Forescout Technologies, Inc. |
2,006,177 | 2,001,384 | |||||||||||
GameLogic, Inc. (1.17%)(4) |
Software | Senior Debt | |||||||||||
Matures December 2009 |
|||||||||||||
Interest rate Prime + 4.125% |
$ | 3,000,000 | $ | 2,957,416 | $ | 2,957,416 | |||||||
Preferred Stock Warrants | 52,604 | 41,860 | |||||||||||
Total GameLogic, Inc |
3,010,020 | 2,999,276 | |||||||||||
Gomez, Inc. (0.48%)(4) |
Software | Senior Debt | |||||||||||
Matures December 2007 |
|||||||||||||
Interest rate 12.25% |
$ | 1,212,506 | 1,201,811 | 1,201,811 | |||||||||
Preferred Stock Warrants | 35,000 | 18,832 | |||||||||||
Total Gomez, Inc. |
1,236,811 | 1,220,643 | |||||||||||
HighRoads, Inc. (0.77%)(4) |
Software | Senior Debt | |||||||||||
Matures February 2009 |
|||||||||||||
Interest rate 11.65% |
$ | 1,954,723 | 1,923,844 | 1,923,844 | |||||||||
Preferred Stock Warrants | 44,466 | 35,484 | |||||||||||
Total HighRoads, Inc |
1,968,310 | 1,959,328 | |||||||||||
Intelliden, Inc. (1.17%) |
Software | Senior Debt | |||||||||||
Matures February 2010 |
|||||||||||||
Interest rate 13.20% |
$ | 3,000,000 | 2,984,169 | 2,984,169 | |||||||||
Preferred Stock Warrants | 17,542 | 16,688 | |||||||||||
Total Intelliden, Inc. |
3,001,711 | 3,000,857 | |||||||||||
Inxight Software, Inc. (1.60%)(4) |
Software | Senior Debt | |||||||||||
Matures February 2008 |
|||||||||||||
Interest rate 10.00% |
$ | 4,073,794 | 4,051,059 | 4,051,059 | |||||||||
Preferred Stock Warrants | 55,963 | 29,800 | |||||||||||
Total Inxight Software, Inc. |
4,107,022 | 4,080,859 | |||||||||||
Oatsystems, Inc. (2.36%)(4) |
Software | Senior Debt | |||||||||||
Matures September 2009 |
|||||||||||||
Interest rate 11.00% |
$ | 6,000,000 | 5,973,007 | 5,973,007 | |||||||||
Preferred Stock Warrants | 33,742 | 26,881 | |||||||||||
Total Oatsystems, Inc. |
6,006,749 | 5,999,888 |
14
HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2006
(Continued)
Portfolio Company |
Industry |
Type of Investment(1)(7) |
Principal Amount |
Cost(2) | Value(3) | ||||||||
Proficiency, Inc. (1.43%)(5) |
Software | Senior Debt | |||||||||||
Matures July 2008 |
|||||||||||||
Interest rate 12.00% |
$ | 4,000,000 | 3,951,815 | 3,548,185 | |||||||||
Preferred Stock Warrants | 96,370 | 115,977 | |||||||||||
Total Proficiency, Inc. |
4,048,185 | 3,664,162 | |||||||||||
Savvion, Inc. (1.58%)(4) |
Software | Senior Debt | |||||||||||
Matures March 2009 |
|||||||||||||
Interest rate Prime + 3.45% |
$ | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||
Revolving Line of Credit | |||||||||||||
Matures March 2007 |
|||||||||||||
Interest rate Prime + 2.00% |
$ | 3,000,000 | 2,991,311 | 2,991,311 | |||||||||
Preferred Stock Warrants | 52,135 | 41,743 | |||||||||||
Total Savvion, Inc |
4,043,446 | 4,033,054 | |||||||||||
Sportvision, Inc. (0.01%) |
Software | Preferred Stock Warrants | 39,339 | 29,667 | |||||||||
Total Sportvision, Inc. |
39,339 | 29,667 | |||||||||||
Talisma Corp. (0.74%)(4) |
Software | Subordinated Debt | |||||||||||
Matures December 2007 |
|||||||||||||
Interest rate 11.25% |
$ | 1,873,774 | $ | 1,858,802 | $ | 1,858,802 | |||||||
Preferred Stock Warrants | 49,000 | 25,259 | |||||||||||
Total Talisma Corp |
1,907,802 | 1,884,061 | |||||||||||
Total Software (15.84%) |
40,842,496 | 40,456,880 | |||||||||||
BabyUniverse, Inc. (1.90%)(4) |
Consumer & Business Products | Senior Debt Matures July 2009 |
|||||||||||
Interest rate Prime + 2.35% |
$ | 5,000,000 | 4,728,980 | 4,728,980 | |||||||||
Common Stock Warrants | 325,224 | 146,299 | |||||||||||
Total BabyUniverse, Inc |
5,054,204 | 4,875,279 | |||||||||||
Market Force Information, Inc. (0.70%)(4) |
Consumer & Business Products | Senior Debt Matures May 2009 |
|||||||||||
Interest rate 10.45% |
$ | 1,777,064 | 1,759,510 | 1,759,510 | |||||||||
Preferred Stock Warrants | 23,823 | 19,197 | |||||||||||
Total Market Force Information, Inc |
1,783,333 | 1,778,707 | |||||||||||
Wageworks, Inc. (5.89%)(4) |
Consumer & Business Products | Senior Debt Matures November 2008 |
|||||||||||
Interest rate Prime + 4.00% |
$ | 14,036,422 | 13,904,441 | 13,904,441 | |||||||||
Preferred Stock Warrants | 251,964 | 1,140,998 | |||||||||||
Wageworks, Inc. (0.10%) |
Preferred Stock | 249,995 | 249,995 | ||||||||||
Total Wageworks, Inc |
14,406,400 | 15,295,434 | |||||||||||
Total Consumer & Business Products (8.59%) |
21,243,937 | 21,949,420 | |||||||||||
IKANO Communications, Inc. (0.03%) |
Communications & Networking |
Preferred Stock Warrants |
45,460 | 33,391 | |||||||||
Preferred Stock Warrants | 72,344 | 55,530 | |||||||||||
Total IKANO Communications, Inc. |
117,804 | 88,921 | |||||||||||
Interwise, Inc. (0.83%)(4) |
Communications & Networking |
Senior Debt Matures August 2008 |
|||||||||||
Interest rate 17.50% |
$ | 2,094,999 | 1,869,542 | 1,869,542 | |||||||||
Preferred Stock Warrants | 268,401 | 244,653 | |||||||||||
Total Interwise, Inc |
2,137,943 | 2,114,195 | |||||||||||
Pathfire, Inc. (1.84%)(4) |
Communications & Networking |
Senior Debt Matures December 2008 |
|||||||||||
Interest rate Prime + 3.65% |
$ | 4,713,221 | 4,672,795 | 4,672,795 | |||||||||
Preferred Stock Warrants | 63,276 | 16,918 | |||||||||||
Total Pathfire, Inc |
4,736,071 | 4,689,713 | |||||||||||
Ping Identity Corporation (1.05%)(4) |
Communications & Networking |
Senior Debt Matures June 2009 |
|||||||||||
Interest rate 11.50% |
$ | 2,569,123 | 2,530,953 | 2,530,953 | |||||||||
Preferred Stock Warrants | 51,801 | 160,500 | |||||||||||
Total Ping Identity Corporation |
2,582,754 | 2,691,453 | |||||||||||
Rivulet Communications, Inc. (1.37%)(4) |
Communications & Networking |
Senior Debt Matures September 2009 |
|||||||||||
Interest rate 10.60% |
$ | 3,500,000 | $ | 3,459,966 | $ | 3,459,966 | |||||||
Preferred Stock Warrants | 50,710 | 40,352 | |||||||||||
Rivulet Communications, Inc. (0.10%) |
Preferred Stock | 250,000 | 250,000 | ||||||||||
Total Rivulet Communications, Inc. |
3,760,676 | 3,750,318 |
15
HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2006
(Continued)
Portfolio Company |
Industry |
Type of Investment(1)(7) |
Principal Amount |
Cost(2) | Value(3) | ||||||||
Simpler Networks Corp. (2.20%)(4) |
Communications & Networking | Senior Debt | |||||||||||
Matures July 2009 |
|||||||||||||
Interest rate 11.75% |
$ | 5,000,000 | 4,886,659 | 4,886,659 | |||||||||
Preferred Stock Warrants | 160,241 | 742,688 | |||||||||||
Simpler Networks Corp. (0.20%) |
Preferred Stock | 500,000 | 500,000 | ||||||||||
Total Simpler Networks Corp. |
5,546,900 | 6,129,347 | |||||||||||
Total Communications & Networking (7.62%) |
18,882,148 | 19,463,947 | |||||||||||
Adiana, Inc. (0.53%)(4) |
Medical Devices & Equipment | Senior Debt | |||||||||||
Matures June 2008 |
|||||||||||||
Interest rate Prime + 6.00% |
$ | 1,346,551 | 1,312,938 | 1,312,938 | |||||||||
Preferred Stock Warrants | 67,225 | 52,427 | |||||||||||
Adiana, Inc. (0.20%) |
Preferred Stock | 500,000 | 500,000 | ||||||||||
Total Adiana, Inc. |
1,880,163 | 1,865,365 | |||||||||||
BARRX Medical, Inc. (0.59%) |
Medical Devices & Equipment | Preferred Stock |
1,500,000 | 1,500,000 | |||||||||
Total BARRX Medical, Inc |
1,500,000 | 1,500,000 | |||||||||||
Gynesonics, Inc. (0.80%) |
Medical Devices & Equipment | Senior Debt | |||||||||||
Matures October 2009 |
|||||||||||||
Interest rate 9.50% |
$ | 2,000,000 | 1,986,209 | 1,986,209 | |||||||||
Preferred Stock Warrants | 17,552 | 54,735 | |||||||||||
Total Gynesonics, Inc |
2,003,761 | 2,040,944 | |||||||||||
Novasys Medical, Inc. (3.13%)(4) |
Medical Devices & Equipment | Senior Debt | |||||||||||
Matures January 2010 |
|||||||||||||
Interest rate 9.70% |
$ | 8,000,000 | 8,000,000 | 8,000,000 | |||||||||
Total Novasys Medical, Inc |
8,000,000 | 8,000,000 | |||||||||||
Optiscan Biomedical, Corp. (0.40%)(4) |
Medical Devices & Equipment | Senior Debt | |||||||||||
Matures March 2008 |
|||||||||||||
Interest rate 15.00% |
$ | 1,006,259 | 967,314 | 967,314 | |||||||||
Preferred Stock Warrants | 80,486 | 64,478 | |||||||||||
Optiscan Biomedical, Corp. (0.39%) |
Preferred Stock | 1,000,000 | 1,000,000 | ||||||||||
Total Optiscan Biomedical, Corp |
2,047,800 | 2,031,792 | |||||||||||
Power Medical Interventions, Inc. (0.01%) |
Medical Devices & Equipment | Common Stock Warrants | 20,687 | 30,200 | |||||||||
Total Power Medical Interventions, Inc |
20,687 | 30,200 | |||||||||||
Xillix Technologies Corp. (1.53%)(4)(5)(6) |
Medical Devices & Equipment | Senior Debt | |||||||||||
Matures December 2008 |
|||||||||||||
Interest rate 12.40% |
$ | 3,975,834 | $ | 3,775,493 | $ | 3,775,493 | |||||||
Common Stock Warrants | 313,108 | 122,206 | |||||||||||
Total Xillix Technologies Corp |
4,088,601 | 3,897,699 | |||||||||||
Total Medical Devices & Equipment (7.58%) |
19,541,012 | 19,366,000 | |||||||||||
Hedgestreet, Inc. (1.67%)(4) |
Internet Consumer & Business Services | Senior Debt | $ | 4,263,806 | 4,226,674 | 4,226,674 | |||||||
Matures March 2009 Interest rate 11.30% |
|||||||||||||
Preferred Stock Warrants | 54,956 | 44,836 | |||||||||||
Total Hedgestreet, Inc |
4,281,630 | 4,271,510 | |||||||||||
Invoke Solutions, Inc. (0.97%)(4) |
Internet Consumer & Business Services | Senior Debt | $ | 2,466,574 | 2,438,574 | 2,438,574 | |||||||
Matures December 2008 Interest rate 11.25% |
|||||||||||||
Preferred Stock Warrants | 43,826 | 35,741 | |||||||||||
Total Invoke Solutions, Inc. |
2,482,400 | 2,474,315 | |||||||||||
RazorGator Interactive Group, Inc. (1.25%)(4) |
Internet Consumer & Business Services | Senior Debt | |||||||||||
Matures January 2008 Interest rate 9.95% |
$ | 2,637,626 | 2,633,276 | 2,633,276 | |||||||||
Preferred Stock Warrants | 13,050 | 570,026 | |||||||||||
RazorGator Interactive Group, Inc. (0.67%) |
Preferred Stock | 1,000,000 | 1,708,178 | ||||||||||
Total RazorGator Interactive Group, Inc. |
3,646,326 | 4,911,480 | |||||||||||
Total Internet Consumer & Business Services (4.56%) |
10,410,356 | 11,657,305 | |||||||||||
Agami Systems, Inc. (2.75%)(4) |
Electronics & Computer Hardware | Senior Debt | |||||||||||
Matures August 2009 |
|||||||||||||
Interest rate 11.00% |
$ | 7,000,000 | 6,924,288 | 6,924,288 | |||||||||
Preferred Stock Warrants | 85,601 | 79,040 | |||||||||||
Total Agami Systems, Inc. |
7,009,889 | 7,003,328 |
16
HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2006
(Continued)
Portfolio Company |
Industry |
Type of Investment(1)(7) |
Principal Amount |
Cost(2) | Value(3) | ||||||||
Cornice, Inc. (1.44%)(4) |
Electronics & Computer Hardware | ||||||||||||
Senior Debt | |||||||||||||
Matures November 2008 |
|||||||||||||
Interest rate Prime + 4.50% |
$ | 3,524,664 | 3,459,755 | 3,459,755 | |||||||||
Preferred Stock Warrants | 101,597 | 80,181 | |||||||||||
Preferred Stock Warrants | 35,353 | 27,571 | |||||||||||
Preferred Stock Warrants | 135,403 | 106,862 | |||||||||||
Total Cornice, Inc |
3,732,108 | 3,674,369 | |||||||||||
Luminus Devices, Inc. (5.88%)(4) |
Electronics & Computer Hardware | Senior Debt | $ | 15,000,000 | 14,765,514 | 14,765,514 | |||||||
Matures August 2009 |
|||||||||||||
Interest rate 12.50% |
|||||||||||||
Preferred Stock Warrants | 183,290 | 161,106 | |||||||||||
Preferred Stock Warrants | 83,529 | 83,466 | |||||||||||
Total Luminus Devices, Inc. |
15,032,333 | 15,010,086 | |||||||||||
NeoScale Systems, Inc. (1.17%)(4) |
Electronics & Computer Hardware | Senior Debt | $ | 3,000,000 | $ | 2,978,373 | $ | 2,978,373 | |||||
Matures October 2009 |
|||||||||||||
Interest rate 10.75% |
|||||||||||||
Preferred Stock Warrants | 23,593 | 22,525 | |||||||||||
Total NeoScale Systems, Inc |
3,001,966 | 3,000,898 | |||||||||||
Sling Media, Inc. (0.56%) |
Electronics & Computer Hardware | Preferred Stock Warrants | 38,968 | 936,565 | |||||||||
Preferred Stock | 500,000 | 500,000 | |||||||||||
Total Sling Media, Inc |
538,968 | 1,436,565 | |||||||||||
ViDeOnline Communications, Inc. (0.18%)(4) |
Electronics & Computer Hardware | Senior Debt | |||||||||||
Matures May 2009 |
|||||||||||||
Interest rate 15.00% |
$ | 461,158 | 461,158 | 461,158 | |||||||||
Preferred Stock Warrants | | | |||||||||||
Total ViDeOnline Communications, Inc |
461,158 | 461,158 | |||||||||||
Total Electronics & Computer Hardware (11.98%) |
29,776,422 | 30,586,404 | |||||||||||
Ageia Technologies, Inc. (2.76%)(4) |
Semiconductors | Senior Debt | |||||||||||
Matures August 2008 |
|||||||||||||
Interest rate 10.25% |
$ | 7,027,806 | 6,975,456 | 6,975,456 | |||||||||
Preferred Stock Warrants | 99,190 | 73,604 | |||||||||||
Ageia Technologies, Inc. (0.20%) |
Preferred Stock | 500,000 | 500,000 | ||||||||||
Total Ageia Technologies |
7,574,646 | 7,549,060 | |||||||||||
Cradle Technologies (0.02%) |
Semiconductors | Preferred Stock Warrants | 79,150 | 63,647 | |||||||||
Total Cradle Technologies |
79,150 | 63,647 | |||||||||||
iWatt Inc. (1.27%)(4) |
Semiconductors | Senior Debt | |||||||||||
Matures September 2009 |
|||||||||||||
Interest rate Prime + 2.75% |
$ | 2,000,000 | 1,959,537 | 1,959,537 | |||||||||
Revolving Line of Credit | |||||||||||||
Matures September 2007 |
|||||||||||||
Interest rate Prime + 1.75% |
$ | 1,250,000 | 1,250,000 | 1,250,000 | |||||||||
Preferred Stock Warrants | 45,684 | 41,417 | |||||||||||
Total iWatt Inc |
3,255,221 | 3,250,954 | |||||||||||
NEXX Systems, Inc. (1.96%)(4) |
Semiconductors | Senior Debt | |||||||||||
Matures February 2010 |
|||||||||||||
Interest rate Prime + 2.75% |
$ | 4,000,000 | 3,919,015 | 3,919,015 | |||||||||
Revolving Line of Credit | |||||||||||||
Matures December 2009 |
|||||||||||||
Interest rate Prime + 1.75% |
$ | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||
Preferred Stock Warrants | 83,116 | 83,938 | |||||||||||
Total NEXX Systems, Inc. |
5,002,131 | 5,002,953 | |||||||||||
Total Semiconductors (6.21%) |
15,911,148 | 15,866,614 | |||||||||||
Lilliputian Systems, Inc. (3.33%)(4) |
Energy | Senior Debt | |||||||||||
Matures March 2010 |
|||||||||||||
Interest rate 9.75% |
$ | 8,500,000 | $ | 8,463,170 | $ | 8,463,170 | |||||||
Preferred Stock Warrants | 48,460 | 39,572 | |||||||||||
Total Lilliputian Systems, Inc. |
8,511,630 | 8,502,742 | |||||||||||
Total Energy (3.33%) |
8,511,630 | 8,502,742 | |||||||||||
Total Investments (110.89%) |
$ | 279,946,465 | $ | 283,233,751 | |||||||||
17
* | Value as a percent of net assets. |
(1) | Preferred and common stock, warrants, and equity interests are generally non-income producing. |
(2) | Gross unrealized appreciation, gross unrealized depreciation, and net appreciation totaled $4,919,518, $1,632,232 and $3,287,286, respectively. |
(3) | Except for warrants in three publicly traded companies, all investments are restricted at December 31, 2006 and were valued at fair value as determined in good faith by the Board of Directors. No unrestricted securities of the same issuer are outstanding. The Company uses the Standard Industrial Code for classifying the industry grouping of its portfolio companies. |
(4) | Debt and warrant investments of this portfolio company have been pledged as collateral under the Credit Facility. Citigroup has an equity participation right on loans collateralized under the Credit Facility. The value of their participation right on unrealized gains in the related equity investments was approximately $377,000 at December 31, 2006 and is included in accrued liabilities and reduces the unrealized gain recognized by the Company at December 31, 2006. |
(5) | Non-U.S. company or the companys principal place of business is outside the United States. |
(6) | Debt is on non-accrual status at December 31, 2006, and is therefore considered non-income producing. |
(7) | All investments are less than 5% owned. |
See notes to consolidated financial statements.
18
HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Investment income: |
||||||||||||||||
Interest |
$ | 11,791,547 | $ | 6,175,831 | $ | 20,827,536 | $ | 11,810,370 | ||||||||
Fees |
1,483,213 | 612,080 | 2,126,171 | 1,464,674 | ||||||||||||
Total investment income |
13,274,760 | 6,787,911 | 22,953,707 | 13,275,044 | ||||||||||||
Operating expenses: |
||||||||||||||||
Interest |
1,763,285 | 1,357,893 | 2,449,250 | 3,034,875 | ||||||||||||
Loan fees |
250,313 | 286,688 | 516,420 | 537,481 | ||||||||||||
Employee compensation: |
||||||||||||||||
Compensation and benefits |
2,014,763 | 1,127,238 | 3,954,324 | 2,332,320 | ||||||||||||
Stock-based compensation |
292,705 | 130,000 | 546,455 | 253,000 | ||||||||||||
Total employee compensation |
|
2,307,468 |
|
|
1,257,238 |
|
|
4,500,779 |
|
|
2,585,320 |
| ||||
General and administrative |
1,713,931 | 1,418,584 | 3,022,167 | 2,603,977 | ||||||||||||
Total operating expenses |
6,034,997 | 4,320,403 | 10,488,616 | 8,761,653 | ||||||||||||
Net investment income before provision for income taxes and investment gains and losses |
7,239,763 | 2,467,508 | 12,465,091 | 4,513,391 | ||||||||||||
Provision (benefit) for income taxes |
| (771,823 | ) | | 988,177 | |||||||||||
Net investment income |
7,239,763 | 3,239,331 | 12,465,091 | 3,525,214 | ||||||||||||
Net realized gain (loss) on investments |
(335,629 | ) | 1,599,422 | (45,926 | ) | (140,949 | ) | |||||||||
Net increase (decrease) in unrealized appreciation on investments |
1,365,634 | (1,472,381 | ) | 2,181,687 | 2,487,100 | |||||||||||
Net realized and unrealized gain |
1,030,005 | 127,041 | 2,135,761 | 2,346,151 | ||||||||||||
Net increase in net assets resulting from operations |
$ | 8,269,768 | $ | 3,366,372 | $ | 14,600,852 | $ | 5,871,365 | ||||||||
Net investment income before provision for income taxes and investment gains and losses per common share: |
||||||||||||||||
Basic |
$ | 0.29 | $ | 0.19 | $ | 0.52 | $ | 0.40 | ||||||||
Diluted |
$ | 0.29 | $ | 0.19 | $ | 0.51 | $ | 0.39 | ||||||||
Change in net assets per common share: |
||||||||||||||||
Basic |
$ | 0.33 | $ | 0.26 | $ | 0.61 | $ | 0.52 | ||||||||
Diluted |
$ | 0.33 | $ | 0.26 | $ | 0.60 | $ | 0.51 | ||||||||
Weighted average shares outstanding |
||||||||||||||||
Basic |
25,190,000 | 12,859,000 | 24,037,000 | 11,394,000 | ||||||||||||
Diluted |
25,401,000 | 12,945,000 | 24,248,000 | 11,479,000 | ||||||||||||
See notes to consolidated financial statements (unaudited).
19
HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(unaudited)
Common Stock | Capital in excess of par value |
Unrealized on Investments |
Accumulated on Investments |
Distributions in Investment Income |
Net Assets |
||||||||||||||||||
Shares | Par Value |
||||||||||||||||||||||
Balance at December 31, 2005 |
9,801,965 | $ | 9,802 | $ | 114,524,833 | $ | 353,093 | $ | 481,694 | $ | (1,017,092 | ) | 114,352,330 | ||||||||||
Net increase in net assets resulting from operations |
| | | 2,487,100 | (140,949 | ) | 3,525,214 | 5,871,365 | |||||||||||||||
Issuance of common stock |
432,900 | 433 | 4,999,567 | | | | 5,000,000 | ||||||||||||||||
| |||||||||||||||||||||||
Issuance of common stock in Rights Offering, net of offering costs |
3,411,992 | 3,412 | 33,860,028 | | | | 33,863,440 | ||||||||||||||||
Dividends declared |
| | | | | (6,011,049 | ) | (6,011,049 | ) | ||||||||||||||
Stock-based compensation |
| | 253,000 | | | | 253,000 | ||||||||||||||||
Balance at June 30, 2006 |
13,646,857 | $ | 13,647 | $ | 153,637,428 | $ | 2,840,193 | $ | 340,745 | $ | (3,502,927 | ) | $ | 153,329,086 | |||||||||
Balance at December 31, 2006 |
21,927,034 | $ | 21,927 | $ | 257,234,729 | $ | 2,860,654 | $ | (1,972,014 | ) | $ | (2,732,474 | ) | $ | 255,412,822 | ||||||||
Net increase in net assets resulting from operations |
| | | 2,181,687 | (45,926 | ) | 12,465,091 | 14,600,852 | |||||||||||||||
Issuance of common stock in lieu of directors compensation |
23,334 | 23 | 326,070 | | | | 326,093 | ||||||||||||||||
Issuance of common stock in public offerings, net of offering costs |
10,040,000 | 10,040 | 128,469,177 | | | | 128,479,217 | ||||||||||||||||
Issuance of common stock from warrant exercises |
256,128 | 256 | 2,707,017 | | | | 2,707,273 | ||||||||||||||||
Issuance of common stock under dividend reinvestment plan |
124,880 | 125 | 1,777,841 | | | | 1,777,966 | ||||||||||||||||
Dividends declared |
| | | | | (13,826,603 | ) | (13,826,603 | ) | ||||||||||||||
Stock-based compensation |
| | 546,455 | | | | 546,455 | ||||||||||||||||
Balance at June 30, 2007 |
32,371,376 | $ | 32,371 | $ | 391,061,289 | $ | 5,042,341 | $ | (2,017,940 | ) | $ | (4,093,986 | ) | $ | 390,024,075 | ||||||||
See notes to consolidated financial statements (unaudited).
20
HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Six Months Ended June 30, | ||||||||
2007 | 2006 | |||||||
Cash flows from operating activities: |
||||||||
Net increase in net assets resulting from operations |
$ | 14,600,852 | $ | 5,871,365 | ||||
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities: |
||||||||
Purchase of investments |
(180,685,616 | ) | (65,850,000 | ) | ||||
Principal payments received on investments |
49,989,346 | 48,823,968 | ||||||
Proceeds from sale of investments |
873,002 | 2,594,002 | ||||||
Net unrealized appreciation on investments |
(2,406,640 | ) | 541,407 | |||||
Net unrealized appreciation on investments due to lender |
224,953 | (23,001 | ) | |||||
Net realized loss on investments |
|
45,926 |
|
(2,280,541 | ) | |||
Warrant values for unfunded loans |
(164,056 | ) | | |||||
Accretion of loan discounts |
(1,107,224 | ) | (709,406 | ) | ||||
Accretion of loan exit fees |
(676,555 | ) | (276,981 | ) | ||||
Depreciation |
99,538 | 20,638 | ||||||
Stock-based compensation |
546,455 | 253,000 | ||||||
Common stock issued in lieu of Director compensation |
326,093 | | ||||||
Amortization of deferred loan origination revenue |
(1,483,139 | ) | (1,162,048 | ) | ||||
Change in operating assets and liabilities: |
||||||||
Interest receivable |
(1,351,575 | ) | (475,402 | ) | ||||
Prepaid expenses and other assets |
(622,281 | ) | 888,091 | |||||
Income tax receivable |
29,294 | (533,423 | ) | |||||
Deferred tax asset |
| 1,454,000 | ||||||
Accounts payable |
(5,129 | ) | 529,903 | |||||
Income tax payable |
| (1,709,000 | ) | |||||
Accrued liabilities |
(952,552 | ) | 799,019 | |||||
Deferred loan origination revenue |
2,971,537 | 1,654,160 | ||||||
Net cash used in operating activities |
(119,747,771 | ) | (9,590,249 | ) | ||||
Cash flows from investing activities: |
||||||||
Purchases of capital equipment |
(131,636 | ) | (27,627 | ) | ||||
Other long-term assets |
269,168 | (385,207 | ) | |||||
Net cash provided by (used in) investing activities |
137,532 | (412,834 | ) | |||||
Cash flows from financing activities: |
||||||||
Proceeds from issuance of common stock, net |
131,186,490 | 38,863,440 | ||||||
Dividends paid |
(12,048,637 | ) | (6,011,049 | ) | ||||
Borrowings of credit facilities |
124,000,000 | | ||||||
Repayments of credit facilities |
(131,300,000 | ) | (15,000,000 | ) | ||||
Fees paid for credit facilities and debentures |
(1,166,000 | ) | | |||||
Net cash provided by financing activities |
|
110,671,853 |
|
17,852,391 | ||||
Net (decrease) increase in cash |
(8,938,386 | ) | 7,849,308 | |||||
Cash and cash equivalents at beginning of period |
16,404,214 | 15,362,447 | ||||||
Cash and cash equivalents at end of period |
$ | 7,465,828 | $ | 23,211,755 | ||||
Supplemental Disclosure: |
||||||||
Interest paid |
$ | 2,239,011 | $ | 2,792,179 | ||||
Income taxes paid |
$ | | $ | 1,775,000 | ||||
Stock issued under dividend reinvestment plan |
$ | 1,777,966 | $ | |
See notes to consolidated financial statements (unaudited).
21
HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Description of Business and Unaudited Interim Consolidated Financial Statements Basis of Presentation
Hercules Technology Growth Capital, Inc. (the Company) is a specialty finance company that provides debt and equity growth capital to technology-related and life-science companies at all stages of development. The Company sources its investments through its principal office located in Silicon Valley, as well as through its additional offices in the Boston, Massachusetts, Boulder, Colorado, Chicago, Illinois, Costa Mesa, California and Columbus, Ohio areas. The Company was incorporated under the General Corporation Law of the State of Maryland in December 2003. The Company commenced operations on February 2, 2004 and commenced investment activities in September 2004.
The Company is an internally managed, non-diversified closed-end investment company that has elected to be regulated as a business development company (BDC) under the Investment Company Act of 1940, as amended (the 1940 Act). From incorporation through December 31, 2005, the Company was taxed as a corporation under Subchapter C of the Internal Revenue Code of 1986, (the Code). Effective January 1, 2006, the Company has elected to be treated for tax purposes as a regulated investment company, or RIC, under the Code (see Note 5).
In January 2005, the Company formed Hercules Technology II, L.P. (HT II) and Hercules Technology SBIC Management, LLC (HTM). HTM is a wholly-owned subsidiary of the Company. The Company is the sole limited partner of HTII and HTM is the general partner. (see Note 4).
In July 2005, the Company formed Hercules Funding I LLC and Hercules Funding Trust I, an affiliated statutory trust, and executed a securitized credit facility with Citigroup Global Markets Realty Corp. (see Note 4).
In December 2006, the Company established Hydra Management LLC and Hydra Management Co. Inc., a general partner and investment management group, respectively, should it determine in the future to pursue a relationship with an externally managed fund.
The consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. The accompanying consolidated interim financial statements are presented in conformity with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information, and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments, apart from the reclassification described in Note 2, consisting solely of normal recurring accruals considered necessary for the fair presentation of consolidated financial statements for the interim period, have been included. The current periods results of operations are not necessarily indicative of results that ultimately may be achieved for the year. Therefore, the interim unaudited consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto for the period ended December 31, 2006. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein. Certain prior period information has been reclassified to conform to current period presentation.
2. Reclassification
When the Company exits an investment and realizes a gain or loss, the Company makes an accounting entry to reverse any unrealized appreciation or depreciation, respectively, that the Company previously recorded to reflect the appreciated or depreciated value of the investment. The Company recorded a reversal of $3.3 million from unrealized depreciation and recorded a realized loss of $3.3 million for the nine months ended September 30, 2006. During the fourth quarter of 2005, the Company recorded an unrealized depreciation of approximately $3.3 million in one portfolio company. As disclosed in Footnote 16 Subsequent Events to the financial statements filed on Form 10-K for the year ended December 31, 2005, the assets of the portfolio company were sold in January 2006, and a realized loss was incurred. The difference between the unrealized depreciation as recorded in 2005 and the actual realized loss was not material. The Company did not reverse the loss from an unrealized depreciation to a realized loss in the first quarter of 2006, instead only recording the reversal in the third quarter of 2006. The accompanying comparative consolidated financial statements for the six-month period ended June 30, 2006 reflect the reversal with the previously recorded net unrealized depreciation of approximately $798,000 resulting in an unrealized appreciation of $2.5 million and the previously realized gain of $3.1 million resulting in a net realized loss of approximately $141,000. This reversal does not affect the reported Net Investment Income, Net Income, Earnings per Share, Net Asset Value or Net Asset Value per Share for the six-month period ended June 30, 2006.
22
3. Valuation of Investments
Value is defined in Section 2(a)(41) of the 1940 Act, as (i) the market price for those securities for which a market quotation is readily available and (ii) for all other securities and assets, fair value is as determined in good faith by the Board of Directors. Because the Company invests primarily in structured mezzanine debt investments (debt) and equity growth capital (equity) of privately-held technology-related and life-science companies backed by leading venture capital and private equity firms, the Company values substantially all of its investments at fair value, as determined in good faith by the Board of Directors in accordance with established valuation policies and consistently applied procedures and the recommendations of the Valuation Committee of the Board of Directors. At June 30, 2007, approximately 97% of the Companys total assets represented investments in portfolio companies of which greater than 98% are valued at fair value by the Board of Directors.
Estimating fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment. Fair value is the amount for which an investment could be exchanged in an orderly disposition over a reasonable period of time between willing parties other than in a forced or liquidation sale. Due to the inherent uncertainty in the valuation of debt and equity investments that do not have a readily available market value, the fair value established in good faith by the Board of Directors may differ significantly from the values that would have been used had a ready market for the securities existed, and the differences could be material. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.
When originating a debt instrument, the Company expects to receive warrants or other equity-related securities from the borrower. The Company determines the cost basis of the warrants or other equity-related securities received based upon their respective fair values on the date of receipt in proportion to the total fair value of the debt and warrants or other equity-related securities received.
At each reporting date, privately held debt and equity securities are valued based on an analysis of various factors including, but not limited to, the portfolio companys operating performance and financial condition and general market conditions that could impact the valuation. When an external event occurs, such as a purchase transaction, public offering, or subsequent equity sale, the pricing indicated by that external event is utilized to corroborate the Companys valuation of the debt and equity securities. An unrealized loss is recorded when an investment has decreased in value, including: where collection of a loan is doubtful, there is an adverse change in the underlying collateral or operational performance, there is a change in the borrowers ability to pay, or there are other factors that lead to a determination of a lower valuation for the debt or equity security. Conversely, an unrealized appreciation is recorded when the investment has appreciated in value. Securities that are traded in the over the counter markets or on a stock exchange will be valued at the prevailing bid price at period end. The Board of Directors estimated the fair value of warrants and other equity-related securities in good faith using a Black-Scholes pricing model and consideration of the issuers earnings, sales to third parties of similar securities, the comparison to publicly traded securities, and other factors. Any resulting discount on the loan from recordation of the warrant or other equity instruments is accreted into interest income over the life of the loan.
As required by the 1940 Act, the Company classifies its investments by level of control. Control Investments are defined in the 1940 Act as investments in those companies that the Company is deemed to Control. Generally, under 1940 Act, the Company is deemed to Control a company in which it has invested if it owns 25% or more of the voting securities of such company or has greater than 50% representation on its board. Affiliate Investments are investments in those companies that are Affiliated Companies of the Company, as defined in the 1940 Act, which are not Control Investments. The Company is deemed to be an Affiliate of a company in which it has invested if it owns 5% or more but less than 25% of the voting securities of such company. Non-Control/Non-Affiliate Investments are those investments that are neither Control Investments nor Affiliate Investments. At June 30, 2007 and December 31, 2006, all of the Companys investments were in Non-Control/Non-Affiliate companies.
Security transactions are recorded on the trade-date basis.
23
A summary of the composition of the Companys investment portfolio as of June 30, 2007 and December 31, 2006 at fair value is shown as follows:
June 30, 2007 | December 31, 2006 | |||||||||||
($ in millions) | Investments at Fair Value |
Percentage of Total Portfolio |
Investments at Fair Value |
Percentage of Total Portfolio |
||||||||
Senior debt with warrants |
$ | 391.4 | 93.9 | % | $ | 273.2 | 96.5 | % | ||||
Senior debt-second lien with warrants |
$ | 12.4 | 3.0 | % | | | % | |||||
Subordinated debt with warrants |
1.1 | 0.2 | % | 1.9 | 0.7 | % | ||||||
Preferred stock |
9.8 | 2.4 | % | 8.1 | 2.8 | % | ||||||
Common Stock |
2.0 | 0.5 | % | | 0.0 | % | ||||||
$ | 416.7 | 100.0 | % | $ | 283.2 | 100.0 | % | |||||
A Summary of the Companys investment portfolio, at value, by geographic location is as follows:
June 30, 2007 | December 31, 2006 | |||||||||||
($ in millions) | Investments at Fair Value |
Percentage of Total Portfolio |
Investments at Fair Value |
Percentage of Total Portfolio |
||||||||
United States |
$ | 406.4 | 97.5 | % | $ | 269.0 | 95.0 | % | ||||
Canada |
6.2 | 1.5 | % | 10.5 | 3.7 | % | ||||||
Israel |
4.1 | 1.0 | % | 3.7 | 1.3 | % | ||||||
$ | 416.7 | 100.0 | % | $ | 283.2 | 100.0 | % | |||||
The following table shows the fair value of our portfolio by industry sector at June 30, 2007 and December 31, 2006 (excluding unearned income):
June 30, 2007 | December 31, 2006 | |||||||||||
($ in millions) | Investments at Fair Value |
Percentage of Total Portfolio |
Investments at Fair Value |
Percentage of Total Portfolio |
||||||||
Communications & networking |
$ | 88.7 | 21.3 | % | $ | 19.5 | 6.9 | % | ||||
Drug discovery |
88.4 | 21.2 | % | 75.0 | 26.5 | % | ||||||
Software |
38.6 | 9.3 | % | 40.4 | 14.3 | % | ||||||
Specialty pharmaceuticals |
37.1 | 8.9 | % | 18.0 | 6.4 | % | ||||||
Electronics & computer hardware |
29.7 | 7.1 | % | 30.6 | 10.8 | % | ||||||
Semiconductors |
22.6 | 5.4 | % | 15.9 | 5.6 | % | ||||||
Consumer & business products |
19.7 | 4.7 | % | 21.9 | 7.7 | % | ||||||
Information services |
16.7 | 4.0 | % | | 0.0 | % | ||||||
Therapeutic |
16.7 | 4.0 | % | 13.4 | 4.7 | % | ||||||
Drug delivery |
14.1 | 3.4 | % | 16.6 | 5.9 | % | ||||||
Internet consumer & business services |
11.7 | 2.8 | % | 11.7 | 4.1 | % | ||||||
Energy |
8.5 | 2.1 | % | 8.5 | 3.0 | % | ||||||
Advanced Specialty Materials & Chemicals |
8.1 | 1.9 | % | | 0.0 | % | ||||||
Biotechnology tools |
6.4 | 1.6 | % | 5.8 | 2.0 | % | ||||||
Media/Content/Info |
5.0 | 1.2 | % | | 0.0 | % | ||||||
Diagnostic |
4.7 | 1.1 | % | 5.9 | 2.1 | % | ||||||
$ | 416.7 | 100.0 | % | $ | 283.2 | 100.0 | % | |||||
During the three and six-month periods ended June 30, 2007, the Company made investments in debt securities totaling $99.4 million and $177.8 million, respectively. In addition, during the three and six-month periods ended June 30, 2007, the Company made investments in equity securities of approximately $1.0 million and $2.8 million, respectively.
Loan origination and commitment fees received in full at the inception of a loan are deferred and amortized into fee income as an enhancement to the related loans yield over the contractual life of the loan. Loan exit fees to be paid at the termination of the loan are accreted into fee income over the contractual life of the loan. Original discount fees are reflected as adjustment to the loan yield. The Company had approximately $4.9 million and $3.5 million of unamortized fees at June 30, 2007 and December 31, 2006, respectively, and approximately $1.6 million and $1.0 million in exit fees receivable at June 30, 2007 and December 31, 2006, respectively.
24
While not significant to the total debt investment portfolio, the Company has loans in its portfolio that contain a payment-in-kind (PIK) provision. The PIK interest, computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan and recorded as interest income. To maintain the Companys status as a RIC, this non-cash source of income must be paid out to stockholders in the form of dividends even though the Company has not yet collected the cash. Amounts necessary to pay these dividends may come from available cash or the liquidation of certain investments. For the six months ended June 30, 2007, approximately $75,000 in PIK income was recorded. There was no PIK income recorded in prior periods.
In some cases, the Company collateralizes its investments by obtaining a first priority security interest in a portfolio companies assets, which may include their intellectual property. In other cases, the Company may obtain a negative pledge covering a companys intellectual property. At June 30, 2007, approximately 29 portfolio company loans were secured by a first priority security in all of the assets of the portfolio company and 38 portfolio company loans were prohibited from pledging or encumbering their intellectual property. See Part IIItem 1ARisk Factors.
4. Borrowings
The Company, through Hercules Funding Trust I, an affiliated statutory trust, executed a securitized credit facility (the Credit Facility) with Citigroup Global Markets Realty Corp. (Citigroup). On December 6, 2006, the Company amended the Credit Facility with an agreement that increased the borrowing capacity under the facility to $150.0 million. On March 30, 2007, this increase was extended to July 31, 2007, and the interest on all borrowings was reduced to LIBOR plus a spread of 1.20%. On May 2, 2007, the Company amended the Credit Facility to extend the expiration date to May 1, 2008, increased the borrowing capacity under the facility to $250 million and included Deutsche Bank Securities Inc. as a participant along with Citigroup Markets Realty Corp. The credit facility is a one year facility and is renewable on May 1, 2008 with an interest rate of LIBOR plus a spread of 1.20%. The Company paid a structuring fee of $375,000 which will be expensed ratably through maturity.
The Credit Facility is collateralized by loans from the Companys portfolio companies, and includes an advance rate of approximately 55% of eligible loans. The Credit Facility contains covenants that, among other things, require the Company to maintain a minimum net worth and to restrict the loans securing the Credit Facility to certain dollar amounts, to concentrations in certain geographic regions and industries, to certain loan grade classifications, to certain security interests, and to certain interest payment terms. Citigroup has an equity participation right through a warrant participation agreement on the pool of loans and warrants collateralized under the Credit Facility. Pursuant to the warrant participation agreement, the Company granted to Citigroup a 10% participation in all warrants held as collateral. However, no additional warrants are included in collateral subsequent to the facility amendment on May 2, 2007. As a result, Citigroup is entitled to 10% of the realized gains on the warrants until the realized gains paid to Citigroup pursuant to the agreement equals $3,750,000 (the Maximum Participation Limit). The Obligations under the warrant participation agreement continue even after the Credit Facility is terminated until the Maximum Participation Limit has been reached. During the six months ended June 30, 2007, the Company recorded an additional liability and reduced its unrealized gains by approximately $225,000 for Citigroups participation in unrealized gains in the warrant portfolio. The value of their participation right on unrealized gains in the related equity investments since inception of the agreement was approximately $602,000 at June 30, 2007 and is included in accrued liabilities and reduces the unrealized gain recognized by the Company at June 30, 2007. Since inception of the agreement, the Company has paid Citigroup approximately $292,000 under the warrant participation agreement thereby reducing its realized gains.
At June 30, 2007, the Company, through its special purpose entity (SPE), had transferred pools of loans and warrants with a fair value of approximately $251.7 million to Hercules Funding Trust I and had drawn $21.7 million under the Credit Facility. Transfers of loans have not met the requirements of Statement of Financial Accounting Standards (SFAS) No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, for sales treatment and are, therefore, treated as secured borrowings, with the transferred loans remaining in investment and the related liability recorded in borrowings. The average debt outstanding under the Credit Facility for the three and six-month periods ended June 30, 2007 was approximately $108.1 and $73.3 million, respectively, and the average interest rates were approximately 6.52% and 6.64% respectively.
In January 2005, the Company formed HTII and HTM. HTII is licensed as a Small Business Investment Company (SBIC). HTII borrows funds from the Small Business Administration against eligible investments and additional deposits to regulatory capital. The Small Business Investment Company regulations currently limit the amount that is available to borrow by any SBIC to $127.2 million, subject to periodic adjustments by the SBA. There is no assurance that HTII will draw up to the maximum limit available under the Small Business Investment Company program.
Small business investment companies are designed to stimulate the flow of private equity capital to eligible small businesses. Under present Small Business Administration regulations, eligible small businesses include businesses that have a tangible net worth not exceeding $18 million and have average annual fully taxed net income not exceeding $6 million for the two most recent fiscal years. In addition, a small business investment company must devote 20% of its investment
25
activity to smaller concerns as defined by the Small Business Administration. A smaller concern is one that has a tangible net worth not exceeding $6 million and has average annual fully taxed net income not exceeding $2 million for the two most recent fiscal years. Small Business Administration regulations also provide alternative size standard criteria to determine eligibility, which depend on the industry in which the business is engaged and are based on such factors as the number of employees and gross sales. According to Small Business Administration regulations, small business investment companies may make long-term loans to small businesses, invest in the equity securities of such businesses and provide them with consulting and advisory services. Through our wholly-owned subsidiary HTII, the Company plans to provide long-term loans to qualifying small businesses, and in connection therewith, make equity investments.
HTII is periodically examined and audited by the Small Business Administrations staff to determine its compliance with small business investment company regulations. As of June 30, 2007, HTII could draw up to $50.0 million of leverage from the SBA (see Note 13). On April 26, 2007, HTII drew down its first borrowing of $12.0 million under the program. Borrowings under the program are charged interest based on ten year treasury rates plus a spread and the rates are generally set every six months. Rates for the borrowings outstanding at June 30, 2007 will be set at the September 2007 meeting of the SBA and are currently based on Libor plus a spread of 0.30% until set.
At June 30, 2007 and December 31, 2006, the Company had the following borrowing capacity and outstandings:
June 30, 2007 | December 31, 2006 | |||||||||||
($ in thousands) | Facility Amount | Amount Outstanding |
Facility Amount | Amount Outstanding | ||||||||
Credit Facility |
$ | 250,000 | $ | 21,700 | $ | 150,000 | $ | 41,000 | ||||
SBA Debenture |
50,000 | 12,000 | | | ||||||||
Total |
300,000 | 33,700 | 150,000 | 41,000 | ||||||||
On July 31, 2007, the Company received approval to draw an additional $77.0 million of leverage, subject to certain regulatory requirements.
5. Income taxes
The Company intends to continue to operate so as to qualify to be taxed as a RIC under the Code and, as such, the Company would not be subject to federal income tax on the portion of its taxable income and gains distributed to stockholders. To qualify as a RIC, the Company is required, among other requirements, to distribute at least 90% of its annual investment company taxable income, as defined by the Code. The amount to be paid out as a dividend is determined by the Board of Directors each quarter and is based upon the annual earnings estimated by the management of the Company. To the extent that the Companys earnings fall below the amount of dividends declared, however, a portion of the total amount of the Companys dividends for the fiscal year may be deemed a return of capital for tax purposes to the Companys stockholders. On June 18, 2007, the Company paid a dividend of $0.30 per share.
For the fiscal year ended December 31, 2006 11.5% of the distributions to the Companys shareholders was deemed a return of capital. For the quarter ended June 30, 2007, the Company declared a distribution of $0.30 per share. The determination of the tax attributes of the Companys distributions is made annually as of the end of the Companys fiscal year based upon its taxable income for the full year and distributions paid for the full year, therefore a determination made on a quarterly basis may not be representative of the actual tax attributes of its distributions for a full year. If the Company determined the tax attributes of its distributions year-to-date as of June 30, 2007, approximately $0.56 or 93.6% would be from ordinary income and approximately $0.04 or 6.4% would be a return of capital for stockholders, however there can be no certainty to shareholders that this determination is representative of what the tax attributes of its 2007 distributions to shareholders will actually be.
At March 31, 2006, as a C corporation, the Company had a deferred tax asset of approximately $181,000. During the second quarter of 2006, a full valuation reserve was recorded against this asset in anticipation that the Company would not have a future federal tax expense to offset the deferred tax asset. In addition, during the first quarter of 2006, the Company recorded a tax expense in the amount of approximately $1.8 million that was reversed in the second quarter as the Company would not be subject to federal income or excise taxes in 2006. As a result, the Company recorded a tax benefit of approximately $800,000 in the second quarter of 2006.
26
In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxesan interpretation of FASB Statement No. 109, which clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. As required, we have adopted FIN 48 as of January 1, 2007. We conducted a review of all open tax years income recognition and expense deduction filing positions and income tax returns filed (federal and state) for determination of any uncertain tax positions that may require recognition of a tax liability. This review encompassed an analysis of all book/tax difference adjustments as well as the timing of income and expense recognition for all tax years still open under the statute of limitations. As a result, we determined that it is more likely than not that each tax position taken on a previously filed return or to be taken on current tax returns will be sustained on examination based on the technical merits of the positions and therefore, no recognition of a tax liability on an uncertain tax position for FIN 48 purposes is anticipated.
6. Stockholders Equity
The Company is authorized to issue 60,000,000 shares of common stock with a par value of $0.001. Each share of common stock entitles the holder to one vote.
In January 2005, the Company notified its shareholders of its intent to elect to be regulated as a BDC. In conjunction with the Companys decision to elect to be regulated as a BDC, approximately 55% of the 5 Year Warrants were subject to mandatory cancellation under the terms of the Warrant Agreement with the warrant holder receiving one share of common stock for every two warrants cancelled and the exercise price of all warrants was adjusted to the then current net asset value of the common stock, subject to certain adjustments described in the Warrant Agreement. In addition, the 1 Year Warrants became subject to expiration immediately prior to the Companys election to become a BDC, unless exercised. Concurrent with the announcement of the BDC election, the Company reduced the exercise price of all remaining 1 and 5 Year Warrants from $15.00 to $10.57. On February 22, 2005, the Company cancelled 47% of all outstanding 5 Year Warrants and issued 298,598 shares of common stock to holders of warrants upon exercise. In addition, the majority of shareholders owning 1 Year Warrants exercised them, and purchased 1,175,963 of common shares at $10.57 per share, for total consideration to the Company of $12,429,920. All unexercised 1 Year Warrants were then cancelled. The outstanding 5 Year Warrants will expire in June 2009.
A summary of activity in the 5 Year Warrants initially attached to units issued for the six months ended June 30, 2007 is as follows:
Five-Year Warrants |
|||
Warrants outstanding at December 31, 2006 |
616,672 | ||
Warrants issued |
| ||
Warrants cancelled |
| ||
Warrants exercised |
(223,008 | ) | |
Warrants outstanding at June 30, 2007 |
393,664 | ||
The Company received net proceeds of approximately $2.7 million from the exercise of the 5-Year Warrants in the period ended June 30, 2007.
On October 20, 2006, the Company raised approximately $30.0 million, net of estimated issuance costs, in a public offering of 2.5 million shares of its common stock.
On December 12, 2006, the Company raised approximately $74.1 million, net of estimated issuance costs, in a public offering of 5.7 million shares of its common stock.
On January 3, 2007, in connection with the December 12, 2006 common stock issuance, the underwriters exercised their over-allotment option and purchased an additional 840,000 shares of common stock for additional net proceeds of approximately $10.9 million.
On June 4, 2007, the Company raised approximately $102.2 million, net of issuance costs, in a public offering of 8.0 million shares of its common stock. On June 19, 2007, in connection with the same common stock issuance, the underwriters exercised their over-allotment option and purchased an additional 1.2 million shares of common stock for additional net proceeds of approximately $15.4 million.
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7. Earnings per Share
Shares used in the computation of the Companys basic and diluted earnings (loss) per share are as follows:
Three months ended June 30, | Six months ended June 30, | |||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||
Net increase in net assets resulting from operations |
$ | 8,269,768 | $ | 3,366,372 | $ | 14,600,852 | $ | 5,871,365 | ||||
Weighted average common shares outstanding |
25,190,000 | 12,859,000 | 24,037,000 | 11,394,000 | ||||||||
Change net assets per common sharebasic |
$ | 0.33 | $ | 0.26 | $ | 0.61 | $ | 0.52 | ||||
Net increase (decrease) in net assets resulting from operations |
$ | 8,269,768 | $ | 3,366,372 | $ | 14,600,852 | $ | 5,871,365 | ||||
Weighted average common shares outstanding |
25,190,000 | 12,859,000 | 24,037,000 | 11,394,000 | ||||||||
Dilutive effect of warrants and stock options |
211,000 | 85,000 | 211,000 | 85,000 | ||||||||
Weighted average common shares outstanding, assuming dilution |
25,401,000 | 12,944,000 | 24,248,000 | 11,479,000 | ||||||||
Change net assets per common shareassuming dilution |
$ | 0.33 | $ | 0.26 | $ | 0.60 | $ | 0.51 |
The calculation of diluted net income per share excludes all anti-dilutive shares. For the three months ended June 30, 2007 and 2006, the number of anti-dilutive shares, as calculated based on the weighted average closing price of our common stock for the periods, was approximately 1,096,000 and 1,831,000 shares, respectively. For the six months ended June 30, 2007 and 2006, the number of anti-dilutive shares, as calculated based on the weighted average closing price of our common stock for the periods, was approximately 1,096,000 and 1,831,000 shares, respectively.
8. Related-Party Transactions
In conjunction with the Companys public offering completed on December 7, 2006, the Company agreed to pay JMP Securities LLC a fee of approximately $1.2 million as co-manager of the offering. In conjunction with the over-allotment exercise completed in January 2007, the Company paid JMP Securities a fee of approximately $171,000.
During February 2007, Farallon Capital Management, L.L.C and its related affiliates and Manuel Henriquez, the Companys CEO, exercised warrants to purchase 132,480 and 75,075 shares of the Companys common stock, respectively. The exercise price of the warrants was $10.57 per share resulting in net proceeds to the company of approximately $2.2 million.
In conjunction with the Companys public offering completed on June 4, 2007 and the related over-allotment exercise, the Company agreed to pay JMP Securities LLC a fee of approximately $1.6 million as co-manager of the offering.
9. Equity Incentive Plan
The Company and its stockholders have authorized and adopted an equity incentive plan (the 2004 Plan) for purposes of attracting and retaining the services of its executive officers and key employees. Under the 2004 Plan, the Company is authorized to issue 7,000,000 shares of common stock. Unless terminated earlier by the Companys Board of Directors, the 2004 Plan will terminate on June 9, 2014, and no additional awards may be made under the 2004 Plan after that date.
The Company and its stockholders have authorized and adopted the 2006 Non-Employee Director Plan (the 2006 Plan) for purposes of attracting and retaining the services of its Board of Directors. Under the 2006 Plan, the Company is authorized to issue 1,000,000 shares of common stock. Unless terminated earlier by the Companys Board of Directors, the 2006 Plan will terminate on May 29, 2016 and no additional awards may be made under the 2006 Plan after that date. The Company filed an exemptive relief request with the Securities and Exchange Commission (SEC) to allow options to be issued under the 2006 Plan which was approved on February 15, 2007.
On June 21, 2007, the shareholders approved amendments to the 2004 Plan and the 2006 Plan allowing for the grant of restricted stock. The amended Plans limit the combined maximum amount of restricted stock that may be issued under both Plans to 10% of the outstanding shares of our stock on the effective date of the Plans plus 10% of the number of shares of stock issued or delivered by Hercules during the terms of the Plans. The proposed amendments further specify that no one person shall be granted awards of restricted stock relating to more than 25% of the shares available for issuance under the 2004 Plan. Further, the amount of voting securities that would result from the exercise of all our outstanding warrants, options and rights, together with any restricted stock issued pursuant to the Plans, at the time of issuance shall not exceed 25% of our outstanding voting securities, except that if the amount of voting securities that would result from such exercise of all of our outstanding warrants, options and rights issued to Hercules directors, officers and employees, together with any restricted stock issued pursuant to the Plans, would exceed 15% of our outstanding voting securities, then the total amount of voting securities that would result from the exercise of all outstanding warrants, options and rights, together with any restricted stock issued pursuant to the Plans, at the time of issuance shall not exceed 20% of our outstanding voting securities.
In conjunction with the amendment and in accordance with the exemptive order, on June 21, 2007 the Company made an automatic grant of shares of restricted common stock to Messrs. Badavas, Chow and Woodward, its independent Board of Directors, in the amounts of 1,667, 1,667 and 3,334 shares, respectively. The shares were issued pursuant to the 2006 Plan on July 31, 2007 and vest 33% on an annual basis from the date of grant. Deferred compensation cost of approximately $90,000 will be recognized ratably over the three year vesting period.
In 2004, each employee stock option to purchase two shares of common stock was accompanied by a warrant to purchase one share of common stock within one year and a warrant to purchase one share of common stock within five years.
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Both options and warrants had an exercise price of $15.00 per share on date of grant. On January 14, 2005, the Company notified all shareholders of its intent to elect to be regulated as a BDC and reduced the exercise price of all remaining 1 and 5 Year Warrants from $15.00 to $10.57 but did not reduce the strike price of the options (see Note 7). The unexercised one-year warrants expired and 55% of the five-year warrants were cancelled immediately prior to the Companys election to become a BDC.
A summary of common stock options and warrant activity under the Companys 2004 Plan for the six months ended June 30 is as follows:
Common Stock Options |
Five-Year Warrants |
|||||||
Outstanding at December 31, 2006 |
1,881,013 | 56,551 | ||||||
Granted |
938,000 | | ||||||
Exercised |
| (33,120 | ) | |||||
Cancelled |
(6,500 | ) | | |||||
Outstanding at June 30, 2007 |
2,812,513 | 23,431 | ||||||
Weighted-average exercise price at June 30, 2007 |
$ | 13.24 | $ | 10.57 | ||||
Options generally vest 33% one year after the date of grant and ratably over the succeeding 24 months. All options may be exercised for a period ending seven years after the date of grant. At June 30, 2007 options for approximately 1.1 million shares were exercisable at a weighted average exercise price of approximately $13.24 per share with a weighted average exercise term of 4.5 years. The outstanding five year warrants have an expected life of five years.
29
The Company determined that the fair value of options granted during the six month periods ended June 30, 2007 and 2006 was approximately $1.4 million and approximately $687,000, respectively. During the six month periods ended June 30, 2007 and 2006, approximately $293,000 and $129,000 of share-based cost was expensed, respectively. As of June 30, 2007, there was $2.0 million of total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of 2.0 years. The fair value of options granted in 2007 and 2006 was based upon a Black-Scholes option pricing model using the assumptions in the following table for each of the six month periods ended June 30, 2007:
2007 | 2006 | |||||||
Expected Volatility |
24 | % | 24 | % | ||||
Expected Dividends |
8 | % | 8 | % | ||||
Expected term (in years) |
4.5 | 4.5 | ||||||
Risk-free rate |
4.47 - | 4.92 | % | 4.8 - | 5.05 | % |
10. Financial Highlights
Following is a schedule of financial highlights for the six months ended June 30, 2007 and 2006:
Six Months Ended June 30, | ||||||||
2007 | 2006 | |||||||
Per share data: |
||||||||
Net asset value at beginning of period |
$ | 11.65 | $ | 11.67 | ||||
Net investment income |
0.52 | 0.31 | ||||||
Net realized gain on investments |
| 0.28 | ||||||
Net unrealized appreciation on investments |
0.09 | (0.07 | ) | |||||
Total from investment operations |
0.61 | 0.52 | ||||||
Net increase/(decrease) in net assets from capital share transactions |
|
0.37 |
|
(0.44 | ) | |||
Distributions |
(0.60 | ) | (0.53 | ) | ||||
Stock-based compensation expense included in investment income (1) |
0.02 | 0.02 | ||||||
Net asset value at end of period |
$ | 12.05 | $ | 11.24 | ||||
Ratios and supplemental data: |
||||||||
Per share market value at end of period |
$ | 13.51 | 12.10 | |||||