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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 13, 2024

 

 

Hercules Capital, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   814-00702   74-3113410

(State or other jurisdiction

of incorporation)

 

(Commission

File No.)

 

(I.R.S. Employer

Identification No.)

 

1 North B Street, Suite 2000  
San Mateo, CA   94401
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (650) 289-3060

Not Applicable

(Former name or address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.001 per share   HTGC   New York Stock Exchange
6.25% Notes due 2033   HCXY   New York Stock Exchange

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

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 2.02

Results of Operation and Financial Condition

On February 15, 2024, Hercules Capital, Inc. (the “Company”) issued a press release announcing its earnings for the quarter and year ended December 31, 2023. The text of the press release is included as an exhibit to this Form 8-K.

The information disclosed under the Item 2.02 including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

 

Item 8.01.

Other Events

On February 13, 2024, the Company announced that its Board of Directors (the “Board”) has declared a fourth quarter 2023 total cash distribution of $0.48 per share, which includes the first of four equal distributions of a $0.32 supplemental distribution also declared by the Board. The distribution will be paid to stockholders on the date set forth below. The texts of the related press releases are included as exhibits to this Form 8-K.

Distribution Payable in March 2024

 

Ex-Dividend Date

 

Record Date

 

Payment Date

 

Total Distribution Per Share

February 27, 2024

  February 28, 2024   March 6, 2024   $ 0.48

 

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.

 

Number

  

Exhibit

99.1    Press Release dated February 15, 2024
99.2    Press Release dated February 13, 2024
99.3    Press Release dated February 13, 2024
104    Cover Page Interactive Date File (embedded within the Inline XBRL document)


SIGNATURE

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

 

    HERCULES CAPITAL, INC.
February 15, 2024    
    By:  

/s/ Kiersten Zaza Botelho

      Kiersten Zaza Botelho
      Secretary

Exhibit 99.1

 

LOGO

Hercules Capital Reports Fourth Quarter and Full-Year 2023 Financial Results

Record Q4 2023 Total Investment Income of $122.6 Million, an Increase of 22.4% Year-over-Year

Record Q4 2023 Net Investment Income “NII” of $86.0 Million, or $0.56 per Share, an Increase of 38.5% Year-over-Year

Record Full-Year 2023 Total Investment Income of $460.7 Million, an Increase of 43.2% Year-over-Year

Record Full-Year 2023 Net Investment Income “NII” of $304.0 Million, an Increase of 61.7% Year-over-Year

Record Full-Year 2023 Total Gross Fundings of $1.6 billion, an Increase of 9.1% Year-over Year

Inclusive of the Adviser Funds Managed by Hercules Adviser LLC, its Wholly-owned Subsidiary, Hercules had over $1.0 Billion of Available Liquidity as of Year End

Q4 2023 NII Provides 140% Coverage of the Base Cash Distribution

Announced a New Supplemental Cash Distribution for 2024 of $0.32 per Share, Payable over Four Quarters

Undistributed Earnings Spillover of $125.6 Million, or $0.80(1) per Ending Shares Outstanding

Approximately $4.2 Billion of Assets Under Management, an Increase of 15.3% Year-over-Year(2)

Q4 2023 Financial Achievements and Highlights

 

   

Record Total Investment Income of $122.6 million, an increase of 22.4% year-over-year

 

   

Record NII of $86.0 million, or $0.56 per share, an increase of 38.5% year-over-year

 

   

Total gross debt and equity commitments of $413.9 million

 

   

Net Hercules debt and equity commitments of $309.7 million(3)

 

1


   

Total gross fundings of $307.0 million

 

   

Net Hercules fundings of $250.7 million(3)

 

   

Unscheduled early principal repayments or “early loan repayments” of $277.7 million, an increase of 87.6% from $148.0 million in Q3 2023

 

   

$743.9 million of available liquidity, subject to existing terms and covenants

 

   

21.3% Return on Average Equity “ROAE” (NII/Average Equity)

 

   

10.6% Return on Average Assets “ROAA” (NII/Average Assets)

 

   

GAAP leverage of 87.1% and regulatory leverage of 77.4%(4)

 

   

Net GAAP leverage (includes SBA debentures and excludes cash) of 81.6% and net regulatory leverage (excludes SBA debentures and cash) of 71.9%

 

   

Net Asset Value “NAV” of $11.43, an increase of 4.6% from Q3 2023

 

   

15.3% GAAP Effective Yield and 14.3% Core Yield(5), a non-GAAP measure

Full-year ending December 31, 2023 Financial Highlights

 

   

Record Total Investment Income of $460.7 million, an increase of 43.2% year-over-year

 

   

Record NII of $304.0 million, or $2.09 per share, an increase of 61.7% year-over-year

 

   

Gross new debt and equity commitments of $2.17 billion

 

   

Record total gross fundings of $1.6 billion, an increase of 9.1% year-over-year

 

   

Net debt investment portfolio growth of $240.3 million

 

   

Unscheduled early loan repayments of $925.1 million

Footnotes:

 

(1)

$0.82 per Weighted Average Shares Outstanding

(2)

Assets under management includes assets managed by Hercules Capital and its Adviser Subsidiary

(3)

Net Hercules commitments and fundings are net of what was assigned to or directly committed or funded by the Adviser Funds which are external vehicles managed by Hercules Adviser LLC “Hercules Adviser” during the quarter

(4)

Regulatory leverage represents debt-to-equity ratio, excluding the Company’s Small Business Administration “SBA” debentures

(5)

Core Yield excludes early loan repayments, dividend from the Adviser Subsidiary, one-time fees and bank interest income, and includes income and fees from expired commitments

SAN MATEO, Calif., February 15, 2024 Hercules Capital, Inc. (NYSE: HTGC) (“Hercules” or the “Company”), the largest and leading specialty financing provider to innovative venture, growth and established stage companies backed by some of the leading and top-tier venture capital and select private equity firms, today announced its financial results for the fourth quarter and full-year ended December 31, 2023.

“By diligently executing our key themes for 2023, Hercules was able to deliver another year of record financial performance, maintain strong credit quality and achieve year-over-year portfolio growth against a challenging market environment,” stated Scott Bluestein, chief executive officer and chief investment officer of Hercules. “We capped off 2023 with record total investment income and net investment income for the fourth quarter, up over 22% and 38% year-over-year, respectively. In addition, we delivered record gross fundings of $1.6 billion for the year, an increase of over 9% year-over-year. For the full year, we achieved record total investment income and record net investment income, each growing over 43% and 62% year-over-year, respectively. We are very pleased to note that our Hercules Adviser funds delivered its first distribution, which is to the direct benefit of HTGC shareholders.”

 

2


Bluestein concluded, “As we enter our 20th year of investment activity, we remain competitively very well positioned to continue growing our platform and delivering best-in-class shareholder returns. Given the scale that we have achieved with the Hercules platform combined with our historically strong credit performance, we are maintaining our current base cash distribution and declaring a new supplemental cash distribution program for 2024.”

Q4 2023 Review and Operating Results

Debt Investment Portfolio

Hercules delivered Q4 total gross new debt and equity commitments totaling $413.9 million and Q4 gross new fundings totaling $307.0 million.

During the fourth quarter, Hercules realized early loan repayments of $277.7 million which, along with normal scheduled amortization of $13.0 million, resulted in total debt repayments of $290.7 million.

The new debt investment origination and funding activities led to a net debt investment portfolio decrease of $73.2 million during the fourth quarter on a cost basis.

The Company’s total investment portfolio, (at cost and fair value) by category, quarter-over-quarter is highlighted below:

Total Investment Portfolio: Q3 2023 to Q4 2023

 

(in millions)    Debt      Equity & Other
Investments
     Warrants      Total Portfolio  

Balances at Cost at 9/30/23

   $  3,131.6      $  147.1      $  30.2      $  3,308.9
  

 

 

    

 

 

    

 

 

    

 

 

 

New fundings(a)

     303.2        3.1        0.7        307.0  

Fundings assigned to or directly funded by Adviser Funds

     (55.5      (0.6      (0.2      (56.3

Principal payments received on investments

     (13.0      —         —         (13.0

Early payoffs(b)

     (277.7      —         —         (277.7

Net changes attributed to conversions, liquidations, and fees

     (30.2      10.1        (1.8      (21.9
  

 

 

    

 

 

    

 

 

    

 

 

 

Net activity during Q4 2023

     (73.2      12.6        (1.3      (61.9
  

 

 

    

 

 

    

 

 

    

 

 

 

Balances at Cost at 12/31/23

   $ 3,058.4      $ 159.7      $ 28.9      $ 3,247.0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balances at Fair Value at 9/30/23

   $ 3,091.9      $ 141.7      $ 27.8      $ 3,261.4  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net activity during Q4 2023

     (73.2      12.6        (1.3      (61.9

Net change in unrealized appreciation (depreciation)

     37.4        2.3        7.4        47.1  

FX unrealized gain (loss)

     1.2        0.2        —         1.4  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total net activity during Q4 2023

     (34.6      15.1        6.1        (13.4
  

 

 

    

 

 

    

 

 

    

 

 

 

Balances at Fair Value at 12/31/23

   $ 3,057.3      $ 156.8      $ 33.9      $ 3,248.0  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(a)

Includes $2.2M fundings associated with revolver loans during Q4 2023.

(b)

Early payoffs include $0.9M paydown on revolvers during Q4 2023.

 

3


Debt Investment Portfolio Balances by Quarter

 

(in millions)    Q4 2023      Q3 2023      Q2 2023      Q1 2023      Q4 2022  

Ending Balance at Cost

   $ 3,058.4      $ 3,131.6      $ 2,937.0      $ 2,971.5      $ 2,818.1  

Weighted Average Balance

   $ 3,122.0      $ 2,974.3      $ 2,875.0      $ 2,829.8      $ 2,709.7  

Debt Investment Portfolio Composition by Quarter

 

(% of debt investment portfolio)    Q4 2023     Q3 2023     Q2 2023     Q1 2023     Q4 2022  

First Lien Senior Secured

     88.8     87.3     83.1     81.5     79.7

Floating Rate w/Floors

     95.9     95.5     95.5     95.6     95.3

Effective Portfolio Yield and Core Portfolio Yield (“Core Yield”)

The effective yield on Hercules’ debt investment portfolio was 15.3% during Q4 2023 as compared to 15.5% for Q3 2023. The Company realized $277.7 million of early loan repayments in Q4 2023 compared to $148.0 million in Q3 2023, or an increase of 87.6%. Effective yields generally include the effects of fees and income accelerations attributed to early loan repayments and other one-time events. Effective yields are materially impacted by the elevated or reduced levels of early loan repayments and derived by dividing total investment income by the weighted average earning investment portfolio assets outstanding during the quarter, which excludes non-interest earning assets such as warrants and equity investments.

Core yield, a non-GAAP measure, was 14.3% during Q4 2023, above the Company’s expected annual range of 13.8% to 14.0% and increased slightly compared to 14.2% for Q3 2023. Hercules defines core yield as yield that generally excludes any benefit from income related to early repayments attributed to the acceleration of unamortized income and prepayment fees and includes income from expired commitments.

Income Statement

Total investment income increased to $122.6 million for Q4 2023, compared to $100.2 million in Q4 2022. The increase is primarily attributable to a higher weighted average debt investment portfolio, an increase in core yields and elevated fee income from early payoffs between periods.

Non-interest and fee expenses were $18.2 million in Q4 2023 versus $22.0 million for Q4 2022. The decrease was primarily due to a decrease in employee compensation expenses due to a lower level of variable compensation and tax expenses, offset by higher general and administrative and stock-based compensation expenses.

Interest expense and fees were $19.9 million in Q4 2023, compared to $18.0 million in Q4 2022. The increase was primarily due to higher weighted average borrowings and the higher utilization of the credit facilities and their higher interest rates between periods.

 

4


The Company had a weighted average cost of borrowings comprised of interest and fees, of 4.9% in Q4 2023, as compared to 4.6% for Q4 2022. The increase is primarily due to higher interest rates on credit facilities between periods.

NII – Net Investment Income

NII for Q4 2023 was $86.0 million, or $0.56 per share, based on 152.6 million basic weighted average shares outstanding, compared to $62.1 million, or $0.47 per share, based on 130.6 million basic weighted average shares outstanding in Q4 2022. The increase is primarily attributable to a higher weighted average debt investment portfolio, an increase in core yields and elevated fee income from early payoffs between periods, and a decrease in total net operating expenses.

Continued Credit Discipline and Strong Credit Performance

Hercules’ net cumulative realized gain/(loss) position, since its first origination activities in October 2004 through December 31, 2023, (including net loan, warrant and equity activity and excluding loss on debt extinguishment and other non-credit related losses) on investments totaled ($45.4) million, on a GAAP basis, spanning 20 years of investment activities.

When compared to total net new debt investment commitments during the same period of $17.3 billion, the total realized gain/(loss) since inception of ($45.4) million represents approximately 26 basis points (“bps”), or 0.26%, of cumulative debt commitments, or an effective annualized loss rate of 1.4 bps, or 0.014%.

Realized Gains/(Losses)

During Q4 2023, Hercules had net realized gains of $2.8 million comprised of net realized gains of $4.6 million primarily due to the gain on equity investments, offset by ($1.8) million due to the loss on debt and warrant investments.

Unrealized Appreciation/(Depreciation)

During Q4 2023, Hercules recorded $31.3 million of net unrealized appreciation, net of the impact of foreign currency movements. This is primarily attributable to $9.2 million of net unrealized appreciation on debt investments, $12.0 million of net unrealized appreciation attributable to valuation movements on publicly traded equity and warrant investments, $(0.2) million of net unrealized depreciation attributable to valuation movements in the privately held equity, warrant and investment funds, $0.4 million of net unrealized appreciation attributable to net foreign exchange movements. In addition, Hercules recorded $9.9 million attributable to reversal of previous quarter depreciation upon a realization event.

Portfolio Asset Quality

As of December 31, 2023, the weighted average grade of the debt investment portfolio, at cost, was 2.24 compared to 2.28 as of September 30, 2023, based on a scale of 1 to 5, with 1 being the highest quality. Hercules’ policy is to generally adjust the credit grading down on its portfolio companies as they approach their expected need for additional growth equity capital to fund their respective operations for the next 9-14 months. Various companies in the Company’s portfolio will require additional rounds of funding from time to time to maintain their operations.

 

5


Additionally, Hercules may selectively downgrade portfolio companies from time to time if they are not meeting the Company’s financing criteria or are underperforming relative to their respective business plans.

As of December 31, 2023, grading of the debt investment portfolio at fair value, excluding warrants and equity investments, was as follows:

 

Credit Grading (at Fair Value), Q4 2023 - Q4 2022 ($ in millions)

 
     Q4 2023     Q3 2023     Q2 2023     Q1 2023     Q4 2022  

Grade 1 - High

   $ 626.8        20.5   $ 607.5        19.7   $ 593.6        20.2   $ 590.4        19.9   $ 549.1        19.6

Grade 2

   $ 1,286.2        42.1   $ 1,312.0        42.4   $ 1,151.7        39.2   $ 1,184.9        39.9   $ 1,171.6        41.9

Grade 3

   $ 1,040.6        34.0   $ 1,066.8        34.5   $ 1,125.6        38.3   $ 1,100.0        37.1   $ 1,015.2        36.3

Grade 4

   $ 103.7        3.4   $ 81.1        2.6   $ 67.0        2.3   $ 92.3        3.1   $ 57.8        2.1

Grade 5 - Low

   $ —         0.0   $ 24.6        0.8   $ —         0.0   $ 1.2        0.0   $ 1.7        0.1
  

 

 

      

 

 

      

 

 

      

 

 

      

 

 

    

Weighted Avg. (at Cost)

     2.24          2.28          2.24          2.26          2.23     
  

 

 

      

 

 

      

 

 

      

 

 

      

 

 

    

Non-Accruals

The number of loans on non-accrual decreased by one (1) quarter-over-quarter. As of December 31, 2023, the Company had one (1) debt investment on non-accrual with an investment cost and fair value of approximately $30.9 million and $0.0 million, respectively, or 1.0% and 0.0% as a percentage of the Company’s total investment portfolio at cost and value, respectively.

As of September 30, 2023, the Company had two (2) debt investments on non-accrual with an investment cost and fair value of approximately $88.1 million and $24.6 million, respectively, or 2.7% and 0.8% as a percentage of the Company’s total investment portfolio at cost and value, respectively.

 

     Q4 2023     Q3 2023     Q2 2023     Q1 2023     Q4 2022  

Total Investments at Cost

   $ 3,247.0     $ 3,308.9     $ 3,114.1     $ 3,150.8     $ 3,005.7  

Loans on non-accrual as a % of Total

          

Investments at Value

     0.0     0.8     0.0     0.0     0.1

Loans on non-accrual as a % of Total

     1.0     2.7     0.4     0.6     0.6

Investments at Cost

          

Liquidity and Capital Resources

The Company ended Q4 2023 with $743.9 million in available liquidity, including $98.9 million in unrestricted cash and cash equivalents, and $645.0 million in available credit facilities, subject to existing terms, advance rates, regulatory and covenant requirements.

In addition to our available liquidity, the Company has 17.3 million shares remaining available for issuance and sale under the equity ATM program. During Q4 2023, the Company sold 6.5 million shares of common stock under the agreement for total net proceeds of approximately $99.9 million (net of $0.8 million of offering expenses).

 

6


Bank Facilities

As of December 31, 2023, there were $61.0 million outstanding borrowings under Hercules’ $400.0 million committed credit facility with MUFG as Agent and $94.0 million of outstanding borrowings under Hercules’ $400.0 million committed credit facility and letter of credit facility with SMBC.

Leverage

As of December 31, 2023, Hercules’ GAAP leverage ratio, including its SBA debentures, was 87.1%. Hercules’ regulatory leverage, or debt-to-equity ratio, excluding its SBA debentures, was 77.4% and net regulatory leverage, a non-GAAP measure (excluding cash of approximately $98.9 million), was 71.9%. Hercules’ net leverage ratio, including its SBA debentures, was 81.6%. In Q4 2023, Hercules received a greenlight letter from the SBA to submit its fourth SBIC license application, which, when received, will provide additional leverage available to Hercules.

Available Unfunded Commitments – Representing 9.8% of Total Assets

The Company’s unfunded commitments and contingencies consist primarily of unused commitments to extend credit in the form of loans to select portfolio companies. A portion of these unfunded contractual commitments are dependent upon the portfolio company reaching certain milestones in order to gain access to additional funding. Furthermore, the credit agreements the Company enters into with its portfolio companies contain customary lending provisions that allow us relief from funding obligations for previously made commitments in instances where the underlying company experiences materially adverse events that affect the financial condition or business outlook for the company. In addition, since a portion of these commitments may also expire without being drawn, unfunded contractual commitments do not necessarily represent future cash requirements.

As of December 31, 2023, the Company had $335.3 million of available unfunded commitments at the request of the portfolio company and unencumbered by any milestones, including undrawn revolving facilities, representing 9.8% of Hercules’ total assets. This decreased from the previous quarter of $400.6 million of available unfunded commitments or 12.0% of Hercules’ total assets.

Existing Pipeline and Signed Term Sheets

After closing $413.9 million in new debt and equity commitments in Q4 2023, Hercules has pending commitments of $506.5 million in signed non-binding term sheets outstanding as of February 13, 2024. Since the close of Q4 2023 and as of February 13, 2024 Hercules has closed new gross debt and equity commitments (before assignments to or direct originations by the Adviser Funds) of $551.8 million and funded $383.8 million.

Signed non-binding term sheets are subject to satisfactory completion of Hercules’ due diligence and final investment committee approval process as well as negotiations of definitive documentation with the prospective portfolio companies. These non-binding term sheets generally convert to contractual commitments in approximately 90 days from signing and some portion may be assigned or allocated to or directly originated by private funds managed by Hercules Adviser prior to or after closing.

 

7


The table below summarizes the Company’s year-to-date closed and pending commitments:

 

Closed Commitments and Pending Commitments (in millions)

 

Q1 2024 Closed Commitments (as of February 13, 2024)(a)(c)

   $ 551.8  

Q1 2024 Pending Commitments (as of February 13, 2024)(b)

   $ 506.5  

Year-to-Date 2024 Closed and Pending Commitments(a)(b)(c)

   $ 1,058.3  

Notes:

 

  a.

Closed Commitments may include renewals of existing credit facilities and equity commitments. Not all Closed Commitments result in future cash requirements. Commitments generally fund over the two succeeding quarters from close.

  b.

Not all pending commitments (signed non-binding term sheets) are expected to close and do not necessarily represent any future cash requirements.

  c.

Gross commitments before assignments to or direct originations by the Adviser Funds.

Net Asset Value

As of December 31, 2023, the Company’s net assets were $1.80 billion, compared to $1.65 billion at the end of Q3 2023. NAV per share increased 4.6% to $11.43 on 157.8 million outstanding shares of common stock as of December 31, 2023, compared to $10.93 on 151.2 million outstanding shares of common stock as of September 30, 2023. The increase in NAV per share was primarily attributed to net change in unrealized appreciation and accretion from the sale of ATM equity at a price above NAV.

Interest Rate Sensitivity

Hercules has an asset sensitive debt investment portfolio with 95.9% of its debt investment portfolio being priced at floating interest rates as of December 31, 2023, with a Prime or Non-Prime based (SOFR or BSBY) interest rate floor, combined with 90.0% of its outstanding debt borrowings bearing fixed interest rates, leading to higher net investment income sensitivity.

Based on Hercules’ Consolidated Statement of Assets and Liabilities as of December 31, 2023, the following table shows the approximate annualized increase/(decrease) in components of net income resulting from operations of hypothetical base rate changes in interest rates, such as Prime Rate, assuming no changes in Hercules’ debt investments and borrowings. These estimates are subject to change due to the impact from active participation in the Company’s equity ATM program and any future equity offerings.

 

8


(in thousands)

Basis Point Change

   Interest
Income(1)
   Interest
Expense
   Net
Income
   EPS(2)

(200)

   $(41,785)    $(4,207)    $(37,578)    $(0.25)

(100)

   $(22,230)    $(2,103)    $(20,127)    $(0.13)

(75)

   $(17,271)    $(1,578)    $(15,693)    $(0.10)

(50)

   $(11,759)    $(1,052)    $(10,707)    $(0.07)

(25)

   $(6,075)    $(526)    $(5,549)    $(0.04)

25

   $ 6,408    $ 526    $ 5,882    $ 0.04

50

   $ 12,815    $ 1,052    $ 11,763    $ 0.08

75

   $ 19,183    $ 1,578    $ 17,605    $ 0.12

 

(1)

Source: Hercules Capital Form 10-K for 2023

(2)

EPS calculated on basic weighted shares outstanding of 152,610. Estimates are subject to change due to impact from active participation in the Company’s equity ATM program and any future equity offerings.

Existing Equity and Warrant Portfolio

Equity Portfolio

Hercules held equity positions in 74 portfolio companies with a fair value of $152.2 million and a cost basis of $155.2 million as of December 31, 2023. On a fair value basis, 36.6% or $57.3 million is related to public equity positions.

Warrant Portfolio

Hercules held warrant positions in 103 portfolio companies with a fair value of $34.0 million and a cost basis of $29.0 million as of December 31, 2023. On a fair value basis, 35.0% or $11.9 million is related to public warrant positions.

Portfolio Company IPO and M&A Activity in Q4 2023 and QTD Q1 2024

As of February 13, 2024, Hercules held debt, warrant or equity positions in six (6) portfolio companies that have completed or announced an IPO or M&A event, including:

IPO and SPAC Activity in Q4 2023

 

   

Two (2) portfolio companies submitted confidentially under the JOBS Act in prior quarters

 

   

In November 2023, Hercules’ portfolio company enGene Holdings Inc. (NASDAQ: ENGN), a clinical stage biotechnology company pioneering novel non-viral gene therapies for local administration into mucosal tissues, completed its SPAC merger initial listing with Forbion European Acquisition Corp. (NASDAQ: FRBN), a special purpose acquisition company. Hercules cumulatively committed $20.0 million in venture debt financing beginning in December 2021 and currently holds warrants for 43,689 shares of common stock as of December 31, 2023.

 

9


M&A Activity in Q4 2023 and QTD Q1 2024

 

   

In November 2023, Hercules’ portfolio company Tact.ai Technologies, Inc., a developer of field engagement and conversational AI technology, announced it has completed the sale of its technology assets to Aktana, Inc., a leader in intelligent customer engagement for the global life sciences industry. Terms of the technology acquisition were not disclosed. Hercules committed $5.0 million in venture debt financing in February 2020.

 

   

In November 2023, Hercules’ portfolio company Faction, a multi-cloud data services provider, announced it had been acquired by Tahosa Capital, an investment firm. Terms of the acquisition were not disclosed. Hercules committed $12.5 million in venture debt financing beginning in November 2017.

 

   

In February 2024, Hercules’ portfolio company ZeroFox, Inc. (NASDAQ: ZFOX) an enterprise software-as-a-service leader in external cybersecurity, announced it has signed a definitive agreement to be acquired by Haveli Investments, a private equity firm that seeks to invest in companies in the technology sector with a focus on software, data, gaming and adjacent industries, for $350 million. The acquisition is subject to customary closing conditions including shareholder approval. Upon completion, ZeroFox’s common stock will no longer be publicly listed on the Nasdaq Global Market and will become a privately held company. Hercules committed $30.0 million in venture debt financing beginning in June 2019 and currently holds 289,992 shares of common stock as of December 31, 2023.

There can be no assurances that companies that have yet to complete their IPOs will do so or that pending merger announcements will close.

Conference Call

Hercules has scheduled its fourth quarter and full-year 2023 financial results conference call for February 15, 2024 at 2:00 p.m. PT (5:00 p.m. ET). To participate via telephone, please register here. Upon registration, all telephone participants will receive the dial-in number along with a unique PIN number that can be used to access the call. While not required, it is recommended you join 10 minutes prior to the event start. A live webcast of the fourth quarter and full-year 2023 financial results conference call will also be available on the investor relations section of the Company’s website at investor.htgc.com. An archived webcast replay will be available on the Company’s website for at least 30 days following the conference call.

About Hercules Capital, Inc.

Hercules Capital, Inc. (NYSE: HTGC) is the leading and largest specialty finance company focused on providing senior secured venture growth loans to high-growth, innovative venture capital-backed companies in a broad variety of technology, life sciences and sustainable and renewable technology industries. Since inception (December 2003), Hercules has committed approximately $19 billion to over 640 companies and is the lender of choice for entrepreneurs and venture capital firms seeking growth capital financing. Companies interested in learning more about financing opportunities should contact info@htgc.com, or call 650.289.3060.

Hercules, through its wholly owned subsidiary business, Hercules Adviser LLC (“Hercules Adviser”), also maintains an asset management business through which it manages investments for external parties (“Adviser Funds”). Hercules Adviser is registered as an investment adviser under the Investment Advisers Act of 1940.

 

10


Hercules’ common stock trades on the New York Stock Exchange (NYSE) under the ticker symbol “HTGC.” In addition, Hercules has one retail bond issuance of 6.25% Notes due 2033 (NYSE: HCXY).

Forward-Looking Statements

This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We may use words such as “anticipates,” “believes,” “expects,” “intends,” “will,” “should,” “may” and similar expressions to identify forward-looking statements. Forward-looking statements are not guarantees of future performance and should not be relied upon in making any investment decision. Such statements are based on currently available operating, financial and competitive information and are subject to various risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations. While we cannot identify all such risks and uncertainties, we urge you to read the risks discussed in our Annual Report on Form 10-K and other materials that we publicly file with the Securities and Exchange Commission. Any forward-looking statements made in this press release are made only as of the date hereof. Hercules assumes no obligation to update any such statements in the future.

Contact:

Michael Hara

Investor Relations and Corporate Communications

Hercules Capital, Inc.

650-433-5578

mhara@htgc.com

 

11


HERCULES CAPITAL, INC.  
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES  
(in thousands, except per share data)  
     December 31, 2023      December 31, 2022  

Assets

     

Investments, at fair value:

     

Non-control/Non-affiliate investments (cost of $3,143,851 and $2,918,425, respectively)

   $ 3,133,042      $ 2,887,497  

Control investments (cost of $103,182 and $87,271, respectively)

     115,004        76,458  
  

 

 

    

 

 

 

Total investments, at fair value (cost of $3,247,033 and $3,005,696, respectively; fair value amounts related to a VIE $254,868 and $236,585, respectively)

     3,248,046        2,963,955  

Cash and cash equivalents

     98,899        15,797  

Restricted cash (amounts related to a VIE $17,114 and $10,079, respectively)

     17,114        10,079  

Interest receivable

     32,741        31,682  

Right of use asset

     4,787        4,986  

Other assets

     15,339        2,356  
  

 

 

    

 

 

 

Total assets

   $ 3,416,926      $ 3,028,855  
  

 

 

    

 

 

 

Liabilities

     

Debt (net of debt issuance costs; amounts related to a VIE $148,544 and $147,957, respectively)(1)

   $ 1,554,869      $ 1,574,351  

Accounts payable and accrued liabilities

     54,156        47,539  

Operating lease liability

     5,195        5,506  
  

 

 

    

 

 

 

Total liabilities

   $ 1,614,220      $ 1,627,396  

Net assets consist of:

     

Common stock, par value

     158        134  

Capital in excess of par value

     1,662,535        1,341,416  

Total distributable earnings

     140,013        59,909  
  

 

 

    

 

 

 

Total net assets

   $ 1,802,706      $ 1,401,459  
  

 

 

    

 

 

 

Total liabilities and net assets

   $ 3,416,926      $ 3,028,855  
  

 

 

    

 

 

 

Shares of common stock outstanding ($0.001 par value, 200,000 authorized)

     157,758        133,045  

Net asset value per share

   $ 11.43      $ 10.53  

 

(1)

The Company’s SBA Debentures, February 2025 Notes, June 2025 Notes, June 2025 3-Year Notes, 2033 Notes, January 2027 Notes, July 2024 Notes, March 2026 A and B Notes, September 2026 Notes, and 2031 Asset-backed Notes as each term is defined herein, are presented net of the associated debt issuance costs for each instrument.

 

12


HERCULES CAPITAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

 

     Three Months Ended Dec. 31,     Twelve Months Ended Dec. 31,  
     2023     2022     2023     2022  

Investment income:

        

Interest and dividend income:

        

Non-control/Non-affiliate investments

   $ 113,831     $ 93,686     $ 429,783     $ 301,433  

Control investments

     1,372       1,181       4,642       4,621  

Affiliate investments

     —        —        —        1,204  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total interest and dividend income

     115,203       94,867       434,425       307,258  

Fee income:

        

Non-control/Non-affiliate investments

     7,365       5,303       26,148       14,362  

Control investments

     35       17       95       68  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total fee income

     7,400       5,320       26,243       14,430  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total investment income

     122,603       100,187       460,668       321,688  

Operating expenses:

        

Interest

     17,383       15,905       67,620       54,749  

Loan fees

     2,528       2,081       9,845       7,598  

General and administrative

     4,828       4,444       18,696       16,948  

Tax Expenses

     822       1,281       6,071       5,416  

Employee compensation:

        

Compensation and benefits

     9,196       13,495       50,258       43,852  

Stock-based compensation

     3,394       2,819       13,242       13,378  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total employee compensation

     12,590       16,314       63,500       57,230  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total gross operating expenses

     38,151       40,025       165,732       141,941  
  

 

 

   

 

 

   

 

 

   

 

 

 

Expenses allocated to the Adviser Subsidiary

     (1,592     (1,986     (9,101     (8,321
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net operating expenses

     36,559       38,039       156,631       133,620  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income

     86,044       62,148       304,037       188,068  

Net realized gain (loss) and change in unrealized appreciation (depreciation):

        

Net realized gain (loss):

        

Non-control/Non-affiliate investments

     2,847       (1,699     8,437       1,004  

Affiliate investments

     —        —        —        1,758  

Loss on debt extinguishment

     —        —        —        (3,686
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net realized gain (loss)

     2,847       (1,699     8,437       (924
  

 

 

   

 

 

   

 

 

   

 

 

 

Net change in unrealized appreciation (depreciation):

        

Non-control/Non-affiliate investments

     20,973       5,973       2,376       (88,874

Control investments

     10,314       (3,889     22,634       (278

Affiliate investments

     —        —        —        4,089  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net unrealized appreciation (depreciation)

     31,287       2,084       25,010       (85,063
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net realized gain (loss) and net change in unrealized appreciation (depreciation):

     34,134       385       33,447       (85,987
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets resulting from operations

   $ 120,178     $ 62,533     $ 337,484     $ 102,081  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income before investment gains and losses per common share:

        

Basic

   $ 0.56     $ 0.47     $ 2.09     $ 1.48  
  

 

 

   

 

 

   

 

 

   

 

 

 

Change in net assets resulting from operations per common share:

        

Basic

   $ 0.78     $ 0.48     $ 2.32     $ 0.80  
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

   $ 0.78     $ 0.47     $ 2.31     $ 0.79  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding:

        

Basic

     152,610       130,559       144,091       125,189  
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

     152,838       132,275       144,826       126,659  
  

 

 

   

 

 

   

 

 

   

 

 

 

Distributions paid per common share:

        

Basic

   $ 0.48     $ 0.51     $ 1.90     $ 1.97  

 

13

Exhibit 99.2

 

LOGO

Hercules Capital Declares a Total Cash Distribution of $0.48 per Share for the Fourth Quarter 2023

The Total Cash Distribution of $0.48 per Share for the Fourth Quarter 2023 is Comprised of a Base Distribution of $0.40 per Share and a New Supplemental Distribution of $0.08 per Share

SAN MATEO, Calif., February 13, 2024 Hercules Capital, Inc. (NYSE: HTGC) (“Hercules” or the “Company”), the largest and leading specialty finance provider to innovative, venture, growth and established stage companies backed by some of the leading and top-tier venture capital and select private equity firms, is pleased to announce that its Board of Directors has declared a fourth quarter 2023 total cash distribution of $0.48 per share. The following shows the key dates of the fourth quarter 2023 distribution payment:

 

Record Date    February 28, 2024
Payment Date    March 6, 2024

Hercules’ Board of Directors maintains a variable distribution policy with the objective of distributing four quarterly distributions in an amount that approximates 90% to 100% of the Company’s taxable quarterly income or potential annual income for a particular year. In addition, during the year, the Company’s Board of Directors may choose to pay additional supplemental distributions, so that the Company may distribute approximately all its annual taxable income in the year it was earned, or it can elect to maintain the option to spill over the excess taxable income into the coming year for future distribution payments.

The determination of the tax attributes of the Company’s distributions is made annually as of the end of the Company’s 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. Of the distributions declared during the quarter ended December 31, 2023, 100% were distributions derived from the Company’s current and accumulated earnings and profits. There can be no certainty to stockholders that this determination is representative of the tax attributes of the Company’s 2024 full year distributions to stockholders.

Pursuant to Internal Revenue Code Section 871(k), certain funds generate “Qualified Interest Income” (QII) that may be exempt for U.S. withholding tax on foreign accounts. A regulated investment company (“RIC”) is permitted to designate distributions of QII as exempt from U.S. withholding tax when paid to non-U.S. shareholders with proper documentation.

The percentage of QII for distributions declared for the fourth quarter ended December 31, 2023 on Hercules’ common stock is 81.44%.


About Hercules Capital, Inc.

Hercules Capital, Inc. (NYSE: HTGC) is the leading and largest specialty finance company focused on providing senior secured venture growth loans to high-growth, innovative venture capital-backed companies in a broad variety of technology, life sciences and sustainable and renewable technology industries. Since inception (December 2003), Hercules has committed more than $18 billion to over 640 companies and is the lender of choice for entrepreneurs and venture capital firms seeking growth capital financing. Companies interested in learning more about financing opportunities should contact info@htgc.com, or call (650) 289-3060.

Hercules, through its wholly owned subsidiary business, Hercules Adviser LLC (“Hercules Adviser”), also maintains an asset management business through which it manages investments for external parties. Hercules Adviser is registered as an investment adviser under the Investment Advisers Act of 1940.

Hercules’ common stock trades on the New York Stock Exchange (NYSE) under the ticker symbol “HTGC.” In addition, Hercules has one retail bond issuance of 6.25% Notes due 2033 (NYSE: HCXY).

Forward-Looking Statements

This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We may use words such as “anticipates,” “believes,” “expects,” “intends,” “will,” “should,” “may” and similar expressions to identify forward-looking statements. Forward-looking statements are not guarantees of future performance and should not be relied upon in making any investment decision. Such statements are based on currently available operating, financial and competitive information and are subject to various risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations. While we cannot identify all such risks and uncertainties, we urge you to read the risks discussed in our Annual Report on Form 10-K and other materials that we publicly file with the Securities and Exchange Commission. Any forward-looking statements made in this press release are made only as of the date hereof. Hercules assumes no obligation to update any such statements in the future.

Contact:

Michael Hara

Investor Relations and Corporate Communications

Hercules Capital, Inc.

(650) 433-5578

mhara@htgc.com

Exhibit 99.3

 

LOGO

Hercules Capital Announces New Supplemental Cash Distribution of $0.32 per Share

The New Supplemental Cash Distribution is in Addition to the Regular Quarterly Cash Distributions and will be Distributed Equally over Four Quarters Beginning with the Fourth Quarter of 2023 Distribution Payable in March of 2024

The New Supplemental Cash Distribution of $0.08 per Share for the Fourth Quarter of 2032 is in Addition to the Regular Quarterly Cash Distribution of $0.40 per Share

SAN MATEO, Calif., February 13, 2024 Hercules Capital, Inc. (NYSE: HTGC) (“Hercules” or the “Company”), the largest and leading specialty financing provider to innovative venture, growth and established stage companies backed by some of the leading and top-tier venture capital and select private equity firms, is pleased to announce that its Board of Directors has declared a new supplemental cash distribution of $0.32 per share, to be distributed equally over four quarters beginning with an $0.08 per share distribution for the fourth quarter of 2023.

This $0.08 supplemental cash distribution will be paid out of Hercules’ undistributed taxable income (taxable income in excess of distributions paid) as of December 31, 2023. The following shows the key dates of the supplemental distribution payment:

 

Record Date    February 28, 2024
Payment Date    March 6, 2024

This $0.08 supplemental cash distribution is in addition to the previously announced regular quarterly cash distribution that Hercules declared for the fourth quarter of 2023 of $0.40 per share.

Hercules’ Board of Directors maintains a variable distribution policy with the objective of distributing four quarterly distributions in an amount that approximates 90% to 100% of the Company’s taxable quarterly income or potential annual income for a particular year. In addition, during the year, the Company’s Board of Directors may choose to pay additional supplemental distributions, so that the Company may distribute approximately all its annual taxable income in the year it was earned, or it can elect to maintain the option to spill over the excess taxable income into the coming year for future distribution payments.

The determination of the tax attributes of the Company’s distributions is made annually as of the end of the Company’s 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. Of the distributions declared during the quarter ended December 31, 2023, 100% were distributions derived from the Company’s current and accumulated earnings and profits. There can be no certainty to stockholders that this determination is representative of the tax attributes of the Company’s 2024 full year distributions to stockholders.


Pursuant to Internal Revenue Code Section 871(k), certain funds generate “Qualified Interest Income” (QII) that may be exempt for U.S. withholding tax on foreign accounts. A regulated investment company (“RIC”) is permitted to designate distributions of QII as exempt from U.S. withholding tax when paid to non-U.S. shareholders with proper documentation.

The percentage of QII for distributions declared for the fourth quarter ended December 31, 2023 on Hercules’ common stock is 81.44%.

About Hercules Capital, Inc.

Hercules Capital, Inc. (NYSE: HTGC) is the leading and largest specialty finance company focused on providing senior secured venture growth loans to high-growth, innovative venture capital-backed companies in a broad variety of technology, life sciences and sustainable and renewable technology industries. Since inception (December 2003), Hercules has committed more than $18 billion to over 640 companies and is the lender of choice for entrepreneurs and venture capital firms seeking growth capital financing. Companies interested in learning more about financing opportunities should contact info@htgc.com, or call (650) 289-3060.

Hercules, through its wholly owned subsidiary business, Hercules Adviser LLC (“Hercules Adviser”), also maintains an asset management business through which it manages investments for external parties. Hercules Adviser is registered as an investment adviser under the Investment Advisers Act of 1940.

Hercules’ common stock trades on the New York Stock Exchange (NYSE) under the ticker symbol “HTGC.” In addition, Hercules has one retail bond issuance of 6.25% Notes due 2033 (NYSE: HCXY).

Forward-Looking Statements

This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We may use words such as “anticipates,” “believes,” “expects,” “intends,” “will,” “should,” “may” and similar expressions to identify forward-looking statements. Forward-looking statements are not guarantees of future performance and should not be relied upon in making any investment decision. Such statements are based on currently available operating, financial and competitive information and are subject to various risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations. While we cannot identify all such risks and uncertainties, we urge you to read the risks discussed in our Annual Report on Form 10-K and other materials that we publicly file with the Securities and Exchange Commission. Any forward-looking statements made in this press release are made only as of the date hereof. Hercules assumes no obligation to update any such statements in the future.

Contact:

Michael Hara

Investor Relations and Corporate Communications

Hercules Capital, Inc.

(650) 433-5578

mhara@htgc.com

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Feb. 13, 2024
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Entity Central Index Key 0001280784
Document Type 8-K
Document Period End Date Feb. 13, 2024
Entity Registrant Name Hercules Capital, Inc.
Entity Incorporation State Country Code MD
Entity File Number 814-00702
Entity Tax Identification Number 74-3113410
Entity Address, Address Line One 1 North B Street
Entity Address, Address Line Two Suite 2000
Entity Address, City or Town San Mateo
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94401
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Trading Symbol HTGC
Security Exchange Name NYSE
Deferrable Notes [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 6.25% Notes due 2033
Trading Symbol HCXY
Security Exchange Name NYSE

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