Minnesota | Minnesota | | 90-0316651 | (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) | | | | 328 Barry Avenue South #210,1907 Wayzata Blvd, #205, Wayzata, Minnesota | | 55391 | (Address of principal executive offices) | | (Zip Code) |
(952) 479-1923 (Registrant’s telephone number, including area code) __________________________ N/A (Former name, former address and former fiscal year, if changed since last report) __________________________ 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 period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.x ☒ Yes ¨☐ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).x ☒ Yes ¨☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | Large accelerated filer¨ | ☐ | Accelerated filer¨ | ☐ | | Non-accelerated filer¨ | ☒ | Smaller reporting companyx | ☒ | | | 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.¨ ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).¨ ☐ Yes x☒ No As of September 30, 2017,November 18, 2022, Mill City Ventures III, Ltd. had 11,067,4026,185,255 shares of common stock, and no other classes of capital stock, outstanding. MILL CITY VENTURES III, LTD. Index to Form 10-Q for the Quarter Ended September 30, 20172022 | | Page No. | PART I. | FINANCIAL INFORMATION | | Page No. | | | | | | | Item 1. | Financial Statements (unaudited) | | 3 | | | | | | | | Condensed Balance Sheets – September 30, 20172022 and December 31, 20162021 | | 3 | | | | | | | | Condensed Statements of Operations – Three and nine months ended September 30, 20172022 and September 30, 20162021 | | 4 | | | | | | | | Condensed Statements of Changes in Net AssetsShareholders’ Equity – NineThree and nine months ended September 30, 20172022 and September 30, 20162021 | | 5 | | | | | | | | Condensed Statements of Cash Flows – Nine months ended September 30, 20172022 and September 30, 20162021 | 6 | 7 | | | | | | | | Condensed Schedule of Investments – September 30, 20172022 and Schedule of Investments – December 31, 20162021 | 7 | 8 | | | | | | | | Condensed Notes to Financial Statements – September 30, 20172022 | 9 | 10 | | | | | | | Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 | 19 | | | | | | | Item 4. | Controls and Procedures | 21 | 22 | | | | | | | PART II. | OTHER INFORMATION | | 23 | | | | | | | Item 6. | Exhibits | | 23 | | | | | | | SIGNATURES | | 24 | |
PART I. FINANCIAL INFORMATION | ITEM 1. | FINANCIAL STATEMENTS |
ITEM 1. FINANCIAL STATEMENTS MILL CITY VENTURES III, LTD. CONDENSED BALANCE SHEETS | | September 30, 2017 (unaudited) | | December 31, 2016 (audited) | | | September 30, 2022 (unaudited) | | | December 31, 2021 | | ASSETS | | | | | | | | | | | | | | Investments at fair value: | | | | | | | | | | Non-control/non-affiliate investments (cost of $6,904,057 and $7,397,908, respectively) | | $ | 6,793,306 | | | $ | 6,987,002 | | | Investments, at fair value: | | | $ | 18,063,248 | | $ | 14,098,675 | | Non-control/non-affiliate investments (cost: $17,913,927 and $13,933,057 respectively) | | | | | | | Cash | | | 2,336,878 | | | | 2,344,751 | | | 1,861,650 | | 1,936,148 | | Note receivable, related party | | | 250,000 | | 250,000 | | Prepaid expenses | | | 63,142 | | | | 61,661 | | | 116,307 | | 83,674 | | Interest and dividends receivable | | | 28,137 | | | | 4,853 | | | Leasehold improvements, net | | | 9,584 | | | | 15,665 | | | Property and equipment, net | | | 7,862 | | | | 9,946 | | | Receivable for sale of investments | | | — | | — | | Interest and dividend receivables | | | 939,299 | | 324,350 | | Right-of-use lease asset | | | 21,563 | | 4,984 | | Deferred taxes | | | | 4,000 | | | | — | | Total Assets | | $ | 9,238,909 | | | $ | 9,423,878 | | | $ | 21,256,067 | | | $ | 16,697,831 | | | | | | | | | | | | | | | | LIABILITIES | | | | | | | | | | | | | | Current Liabilities: | | | | | | | | | | Line of credit | | | $ | 2,313,000 | | $ | — | | Accounts payable | | $ | 19,420 | | | $ | 25,097 | | | 134,000 | | 64,028 | | Deferred rent | | | 10,901 | | | | 11,373 | | | Total Current Liabilities | | | 30,321 | | | | 36,470 | | | Dividend payable | | | — | | 100 | | Payable for purchase of investments | | | — | | 1,900,000 | | Lease liability | | | 21,672 | | 5,654 | | Accrued income tax | | | 128,800 | | 1,269,000 | | Deferred taxes | | | | — | | | | 45,000 | | Total Liabilities | | | 30,321 | | | | 36,470 | | | | 2,597,472 | | | | 3,283,782 | | Commitments and Contingencies (Note 4) | | | | | | | | | | Commitments and Contingencies | | | | | | | | | | | | | | | | | | | | | SHAREHOLDERS’ EQUITY (NET ASSETS) | | | | | | | | | | Common stock, par value $0.001 per share (250,000,000 authorized; 11,067,402 and 12,151,493 issued and outstanding) | | | 11,067 | | | | 12,151 | | | SHAREHOLDERS EQUITY (NET ASSETS) | | | | | | | Common stock, par value $0.001 per share (111,111,111 authorized; 6,185,255 and 4,795,739 outstanding) | | | 12,215 | | 10,790 | | Additional paid-in capital | | | 10,774,653 | | | | 11,857,660 | | | 15,043,291 | | 10,694,163 | | Accumulated deficit | | | (1,159,665 | ) | | | (1,159,665 | ) | | (1,159,665 | ) | | (1,159,665 | ) | Accumulated undistributed investment loss | | | (1,068,702 | ) | | | (1,330,205 | ) | | (1,100,397 | ) | | (1,877,667 | ) | Accumulated undistributed net realized gains on investment transactions | | | 761,986 | | | | 418,373 | | | 5,713,830 | | 5,580,810 | | Net unrealized depreciation in value of investments | | | (110,751 | ) | | | (410,906 | ) | | Total Shareholders’ Equity (net assets) | | | 9,208,588 | | | | 9,387,408 | | | | | | | | | | | | | Net unrealized appreciation in value of investments | | | | 149,321 | | | | 165,618 | | Total Shareholders’ Equity (Net Assets) | | | | 18,658,595 | | | | 13,414,049 | | Total Liabilities and Shareholders’ Equity | | $ | 9,238,909 | | | $ | 9,423,878 | | | $ | 21,256,067 | | | $ | 16,697,831 | | | | | | | | | | | | Net Asset Value Per Common Share | | $ | 0.83 | | | $ | 0.77 | | | $ | 3.02 | | | $ | 2.80 | |
See accompanying Notes to Financial Statements MILL CITY VENTURES III, LTD. CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) | | Three Months Ended | | | Nine Months Ended | | | Three Months Ended | | Nine Months Ended | | | | September 30, 2017 | | | September 30, 2016 | | | September 30, 2017 | | | September 30, 2016 | | | September 30, 2022 | | | September 30, 2021 | | | September 30, 2022 | | | September 30, 2021 | | Investment Income | | | | | | | | | | | | | | | | | | | | | | | | | | Interest income | | $ | 44,362 | | | $ | 89,062 | | | $ | 95,413 | | | $ | 215,222 | | | $ | 1,115,224 | | $ | 755,601 | | $ | 3,351,935 | | $ | 1,977,992 | | Dividend income | | | 7,992 | | | | 24,170 | | | | 30,014 | | | | 64,061 | | | | — | | | | — | | | | — | | | | — | | Total Investment Income | | | 52,354 | | | | 113,232 | | | | 125,427 | | | | 279,283 | | | | 1,115,224 | | | | 755,601 | | | | 3,351,935 | | | | 1,977,992 | | | | | | | | | | | | | | | | | | | | Operating Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | Professional fees | | | 39,175 | | | | 47,632 | | | | 165,725 | | | | 133,116 | | | 916,359 | | 79,950 | | 1,309,348 | | 300,297 | | Payroll | | | 51,562 | | | | 40,487 | | | | 160,349 | | | | 122,445 | | | 122,477 | | 80,840 | | 433,461 | | 468,266 | | Insurance | | | 24,030 | | | | 18,782 | | | | 60,170 | | | | 58,869 | | | 27,016 | | 27,890 | | 84,092 | | 80,023 | | Occupancy | | | 22,225 | | | | 21,571 | | | | 64,556 | | | | 60,175 | | | 18,589 | | 16,689 | | 54,542 | | 49,716 | | Directors’ fees | | | 15,000 | | | | 15,000 | | | | 45,000 | | | | 43,956 | | | Depreciation and amortization | | | 2,670 | | | | 3,213 | | | | 8,165 | | | | 9,637 | | | Director’s fees | | | 30,000 | | 30,000 | | 147,073 | | 90,000 | | Interest expense | | | 46,779 | | — | | 164,632 | | — | | Other general and administrative | | | 4,970 | | | | 5,711 | | | | 10,414 | | | | 14,012 | | | | 18,572 | | | | 4,213 | | | | 34,717 | | | | 35,294 | | Total Operating Expenses | | | 159,632 | | | | 152,396 | | | | 514,379 | | | | 442,210 | | | | 1,179,792 | | | | 239,582 | | | | 2,227,865 | | | | 1,023,596 | | Net Investment Loss | | $ | (107,278 | ) | | $ | (39,164 | ) | | $ | (388,952 | ) | | $ | (162,927 | ) | | | | | | | | | | | | | | | | | | | | Net Investment Gain (Loss) | | | | (64,568 | ) | | | 516,019 | | | | 1,124,070 | | | | 954,396 | | Realized and Unrealized Gain (Loss) on Investments | | | | | | | | | | | | | | | | | | | | | | | | | | Net realized gain (loss) on investments | | $ | (404,457 | ) | | $ | 186,427 | | | $ | 343,613 | | | $ | (346,854 | ) | | Net realized gain on investments | | | — | | 289,138 | | 133,020 | | 3,818,737 | | Net change in unrealized appreciation (depreciation) on investments | | | 598,408 | | | | (5,009 | ) | | | 300,155 | | | | 275,912 | | | | — | | | | (774,169 | ) | | | (16,297 | ) | | (1,204,319 | ) | Net Realized and Unrealized Gain (Loss) on Investments | | | 193,951 | | | | 181,418 | | | | 643,768 | | | | (70,942 | ) | | | — | | | | (485,031 | ) | | | 116,723 | | | | 2,614,418 | | Net Increase (Decrease) in Net Assets Resulting from Operations Before Taxes | | | | (64,568 | ) | | | 30,988 | | | | 1,240,793 | | | | 3,568,814 | | | | | | | | | | | | | Provision For (Benefit From) Income Taxes | | | | (28,442 | ) | | | (300 | ) | | | 346,800 | | | | 1,010,978 | | Net Increase (Decrease) in Net Assets Resulting from Operations | | $ | 86,673 | | | $ | 142,254 | | | $ | 254,816 | | | $ | (233,869 | ) | | $ | (36,126 | ) | | $ | 31,288 | | | $ | 893,993 | | | | 2,557,836 | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net Increase (Decrease) in Net Assets Resulting from Operations per share: | | | | | | | | | | | | | | | | | | | | | | | | | | Basic and diluted | | $ | 0.01 | | | $ | 0.01 | | | $ | 0.02 | | | $ | (0.02 | ) | | $ | (0.01 | ) | | $ | 0.01 | | | $ | 0.18 | | | $ | 0.53 | | | | | | | | | | | | | | | | | | | | | | | | | | | | Weighted-average number of common shares outstanding | | | 12,092,575 | | | | 12,151,493 | | | | 12,131,638 | | | | 12,151,493 | | | Weighted-average number of common shares outstanding - basic and diluted | | | 5,512,737 | | 4,795,739 | | 5,045,830 | | 4,795,075 | |
See accompanying Notes to Financial Statements MILL CITY VENTURES III, LTD. CONDENSED STATEMENTS OF CHANGES IN NET ASSETSSHAREHOLDERS’ EQUITY (UNAUDITED) | | Nine Months Ended | | | Nine Months Ended | | | | September 30, 2017 | | | September 30, 2016 | | Net Assets at Beginning of Period | | $ | 9,387,408 | | | $ | 8,741,288 | | Net investment loss | | | (388,952 | ) | | | (162,927 | ) | Net realized gain (loss) on investments | | | 343,613 | | | | (346,854 | ) | Net increase in unrealized appreciation on investments | | | 300,155 | | | | 275,912 | | Net increase (decrease) in net assets resulting from operations | | | 254,816 | | | | (233,869 | ) | Total net increase (decrease) in net assets resulting from operations | | | 254,816 | | | | (233,869 | ) | Net decrease in net assets resulting from share repurchase | | | (433,636 | ) | | | - | | Net Assets at End of Period | | $ | 9,208,588 | | | $ | 8,507,419 | | | | | | | | | | | Accumulated undistributed net investment loss | | $ | (1,068,702 | ) | | $ | (1,262,854 | ) |
Three Months Ended September 30, 2022 | | Common Shares | | | Par Value | | | Additional Paid In Capital | | | Accumulated Deficit | | | Accumulated Undistributed Net Investment Loss | | | Accumulated Undistributed Net Realized Gain on Investments Transactions | | | Net Unrealized Appreciation (Depreciation) in value of Investments | | | Total Shareholders’ Equity | | Balance as of June 30, 2022 | | | 4,824,628 | | | $ | 10,855 | | | $ | 10,776,537 | | | $ | (1,159,665 | ) | | $ | (1,064,271 | ) | | $ | 5,713,830 | | | $ | 149,321 | | | $ | 14,426,607 | | Common shares issued in public offering | | | 1,250,000 | | | | 1,250 | | | | 4,040,545 | | | | — | | | | — | | | | | | | | | | | | 4,041,795 | | Common shares issued in reverse stock split rounding | | | 735 | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | — | | Common shares issued in stock-based compensation | | | 32,115 | | | | 32 | | | | 66,844 | | | | — | | | | — | | | | | | | | | | | | 66,876 | | Common shares issued in consideration for expense payment | | | 77,777 | | | | 78 | | | | 159,365 | | | | — | | | | — | | | | | | | | | | | | 159,443 | | Undistributed net investment loss | | | | | | | — | | | | — | | | | — | | | | (36,126 | ) | | | — | | | | — | | | | (36,126 | ) | Balance as of September 30, 2022 | | | 6,185,255 | | | $ | 12,215 | | | $ | 15,043,291 | | | $ | (1,159,665 | ) | | $ | (1,100,397 | ) | | $ | 5,713,830 | | | $ | 149,321 | | | $ | 18,658,595 | |
Three Months Ended September 30, 2021 | | Common Shares | | | Par Value | | | Additional Paid In Capital | | | Accumulated Deficit | | | Accumulated Undistributed Net Investment Loss | | | Accumulated Undistributed Net Realized Gain on Investments Transactions | | | Net Unrealized Appreciation (Depreciation) in value of Investments | | | Total Shareholders’ Equity | | Balance as of June 30, 2021 | | | 4,795,739 | | | $ | 10,790 | | | $ | 10,694,163 | | | $ | (1,159,665 | ) | | $ | (2,697,320 | ) | | $ | 6,071,449 | | | $ | 1,269,171 | | | $ | 14,188,588 | | Dividend Declared | | | | | | | — | | | | — | | | | — | | | | — | | | | (1,079,041 | ) | | | — | | | | (1,079,041 | ) | Common shares issued in consideration for expense payment | | | | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | — | | Undistributed net investment gain | | | | | | | — | | | | — | | | | — | | | | 516,319 | | | | — | | | | — | | | | 516,319 | | Undistributed net realized gain on investment transactions | | | | | | | — | | | | — | | | | — | | | | — | | | | 289,138 | | | | — | | | | 289,138 | | Depreciation in value of investments | | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (774,169 | ) | | | (774,169 | ) | Balance as of September 30, 2021 | | | 4,795,739 | | | $ | 10,790 | | | $ | 10,694,163 | | | $ | (1,159,665 | ) | | $ | (2,181,001 | ) | | $ | 5,281,546 | | | $ | 495,002 | | | $ | 13,140,835 | |
Nine Months Ended September 30, 2022 | | Common Shares | | | Par Value | | | Additional Paid In Capital | | | Accumulated Deficit | | | Accumulated Undistributed Net Investment Loss | | | Accumulated Undistributed Net Realized Gain on Investments Transactions | | | Net Unrealized Appreciation in value of Investments | | | Total Shareholders’ Equity | | Balance as of December 31, 2021 | | | 4,795,739 | | | $ | 10,790 | | | $ | 10,694,163 | | | $ | (1,159,665 | ) | | $ | (1,877,667 | ) | | $ | 5,580,810 | | | $ | 165,618 | | | $ | 13,414,049 | | Common shares issued in public offering | | | 1,250,000 | | | | 1,250 | | | | 4,040,545 | | | | — | | | | — | | | | | | | | | | | | 4,041,795 | | Common shares issued in reverse stock split rounding | | | 735 | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | — | | Common shares issued in stock-based compensation | | | 31,248 | | | | 97 | | | | 149,218 | | | | — | | | | — | | | | | | | | | | | | 149,315 | | Common shares issued in consideration for expense payment | | | 107,533 | | | | 78 | | | | 159,365 | | | | — | | | | — | | | | — | | | | — | | | | 159,443 | | Undistributed net investment gain | | | | | | | — | | | | — | | | | — | | | | 777,270 | | | | — | | | | — | | | | 777,270 | | Undistributed net realized gain on investment transactions | | | | | | | — | | | | — | | | | — | | | | — | | | | 133,020 | | | | — | | | | 133,020 | | Depreciation in value of investments | | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (16,297 | ) | | | (16,297 | ) | Balance as of September 30, 2022 | | | 6,185,255 | | | $ | 12,215 | | | $ | 15,043,291 | | | $ | (1,159,665 | ) | | $ | (1,100,397 | ) | | $ | 5,713,830 | | | $ | 149,321 | | | $ | 18,658,595 | |
MILL CITY VENTURES III, LTD.
STATEMENTS OF CASH FLOWS (UNAUDITED)
| | Nine Months Ended | | | | September 30, 2017 | | | September 30, 2016 | | Cash flows from operating activities: | | | | | | | | | Net increase (decrease) in net asset value resulting from operations | | $ | 254,816 | | | $ | (233,869 | ) | | | | | | | | | | Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided (used) in operating activities: | | | | | | | | | Net change in unrealized appreciation on investments | | | (300,155 | ) | | | (275,912 | ) | Net realized (gain) loss on investments | | | (343,613 | ) | | | 346,854 | | Payments for purchases of investments | | | (1,872,499 | ) | | | (2,049,581 | ) | Payments for purchases of investments sold short | | | (111,913 | ) | | | - | | Proceeds from sales of investments | | | 2,735,940 | | | | 1,381,928 | | Proceeds from sales of investments sold short | | | 85,936 | | | | - | | Depreciation and amortization expense | | | 8,165 | | | | 9,637 | | | | | | | | | | | Changes in operating assets and liabilities: | | | | | | | | | Prepaid expenses | | | (1,481 | ) | | | (17,051 | ) | Interest and dividends receivable | | | (23,284 | ) | | | (1,561 | ) | Accounts payable | | | (5,677 | ) | | | 4,530 | | Deferred interest income | | | - | | | | (5,645 | ) | Deferred rent | | | (472 | ) | | | 246 | | Payable for investment purchase | | | - | | | | (65,622 | ) | Net cash provided (used) in operating activities | | | 425,763 | | | | (906,046 | ) | | | | | | | | | | Cash flows from financing activities: | | | | | | | | | Payments for repurchase of common stock | | | (433,636 | ) | | | - | | | | | | | | | | | Net cash used by financing activities | | | (433,636 | ) | | | - | | | | | | | | | | | Net decrease in cash | | | (7,873 | ) | | | (906,046 | ) | | | | | | | | | | Cash, beginning of period | | | 2,344,751 | | | | 2,980,659 | | Cash, end of period | | $ | 2,336,878 | | | $ | 2,074,613 | |
Nine Months Ended September 30, 2021 | | Common Shares | | | Par Value | | | Additional Paid In Capital | | | Accumulated Deficit | | | Accumulated Undistributed Net Investment Loss | | | Accumulated Undistributed Net Realized Gain on Investments Transactions | | | Net Unrealized Appreciation in value of Investments | | | Total Shareholders’ Equity | | Balance as of December 31, 2020 | | | 4,793,739 | | | $ | 10,786 | | | $ | 10,673,014 | | | $ | (1,159,665 | ) | | $ | (2,124,419 | ) | | $ | 2,541,850 | | | $ | 1,699,321 | | | $ | 11,640,887 | | Common shares issued in consideration for expense payment | | | 2,000 | | | | 4 | | | | 21,149 | | | | — | | | | — | | | | | | | | | | | | 21,153 | | Dividend declared | | | | | | | — | | | | — | | | | — | | | | — | | | | (1,079,041 | ) | | | — | | | | (1,079,041 | ) | Undistributed net investment loss | | | | | | | — | | | | — | | | | — | | | | (56,582 | ) | | | — | | | | — | | | | (56,582 | ) | Undistributed net realized gain on investment transactions | | | | | | | | | | | | | | | | | | | | | | | 3,818,737 | | | | | | | | 3,818,737 | | Depreciation in value of investments | | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1,204,319 | ) | | | (1,204,319 | ) | Balance as of September 30, 2021 | | | 4,795,739 | | | $ | 10,790 | | | $ | 10,694,163 | | | $ | (1,159,665 | ) | | $ | (2,181,001 | ) | | $ | 5,281,546 | | | $ | 495,002 | | | $ | 13,140,835 | |
See accompanying Notes to Financial Statements MILL CITY VENTURES III, LTD. SCHEDULECONDENSED STATEMENTS OF INVESTMENTS
September 30, 2017CASH FLOWS (UNAUDITED)
| | Nine Months Ended | | | | September 30, 2022 | | | September 30, 2021 | | Cash flows from operating activities: | | | | | | | Net increase in net assets resulting from operations | | $ | 893,993 | | | $ | 2,557,836 | | Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities: | | | | | | | | | Net change in unrealized appreciation on investments | | | 16,297 | | | | 1,204,319 | | Net realized gain on investments | | | (133,020 | ) | | | (3,818,737 | ) | Purchases of investments | | | (13,924,333 | ) | | | (18,133,352 | ) | Proceeds from sales of investments | | | 10,076,483 | | | | 16,363,964 | | Stock-based compensation | | | 308,758 | | | | 15,403 | | Changes in operating assets and liabilities: | | | | | | | | | Prepaid expenses and other assets | | | (21,225 | ) | | | (71,160 | ) | Interest and dividends receivable | | | (614,949 | ) | | | (405,429 | ) | Receivable for investment sales | | | — | | | | (40,767 | ) | Payable for investment purchase | | | (1,900,000 | ) | | | 30,689 | | Accounts payable and other liabilities | | | 53,903 | | | | (20,519 | ) | Income taxes payable | | | (1,185,200 | ) | | | 1,010,978 | | Net cash used in operating activities | | | (6,429,293 | ) | | | (1,306,775 | ) | Cash flows from financing activities: | | | | | | | | | Proceeds from public offering | | | 4,041,795 | | | | — | | Proceeds from line of credit | | | 8,414,000 | | | | — | | Repayments on line of credit | | | (6,101,000 | ) | | | — | | Payments for common stock dividend | | | — | | | | (539,296 | ) | Net cash provided (used) by financing activities | | | 6,354,795 | | | | (539,296 | ) | Net decrease in cash | | | (74,498 | ) | | | (1,846,071 | ) | Cash, beginning of period | | | 1,936,148 | | | | 5,440,579 | | Cash, end of period | | $ | 1,861,650 | | | $ | 3,594,508 | | | | | | | | | | | Non-cash financing activities: | | | | | | | | | Common shares issued as consideration | | $ | 308,758 | | | $ | 5,750 | | Dividend declared to common stock shareholders | | | — | | | | 1,079,041 | |
Investments(1) | | Investment Type | | Interest Rate(2) | | | Maturity Date | | Principal Amount | | | Cost | | | Fair Value | | | Percentage of Net Assets | | | Gross Unrealized Appreciation | | | Gross Unrealized Depreciation | | | Net Unrealized Appreciation (Depreciation) | | Debt Investments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Consumer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Mix 1 Life, Inc. | | Secured Loan(4) | | | 12 | % | | 2/6/2016 | | $ | 500,000 | | | | 500,000 | | | | — | | | | | | | | — | | | | 500,000 | | | | (500,000 | ) | Mix 1 Life, Inc. | | Secured Loan | | | 12 | % | | 3/13/2016 | | $ | 250,000 | | | | 250,000 | | | | — | | | | | | | | — | | | | 250,000 | | | | (250,000 | ) | | | | | | | | | | | | | | | | 750,000 | | | | — | | | | 0.00 | % | | | — | | | | 750,000 | | | | (750,000 | ) | Financial | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bravo Financial LLC | | Secured Loan | | | 12 | % | | 8/31/2018 | | $ | 500,000 | | | | 500,000 | | | | 500,000 | | | | 5.43 | % | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total Debt Investments | | | | | | | | | | | | | | | 1,250,000 | | | | 500,000 | | | | 5.43 | % | | | — | | | | 750,000 | | | | (750,000 | ) |
See accompanying Notes to Financial Statements Investments(1) | | Investment Type(5) | | Interest Rate(6) | | | Expiration Date(7) | | Shares/Units | | | Cost | | | Fair Value | | | Percentage of Net Assets | | | Gross Unrealized Appreciation | | | Gross Unrealized Depreciation | | | Net Unrealized Appreciation (Depreciation) | | Equity Investments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Advertising | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Creative Realities, Inc. | | Warrants(8) | | | n/a | | | 12/28/2020 | | | 1,071,429 | | | | — | | | | 128,572 | | | | 1.40 | % | | | 128,572 | | | | — | | | | 128,572 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bio-technology | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bio Life Solutions, Inc. | | Warrants(8) | | | n/a | | | 3/20/2021 | | | 100,000 | | | | — | | | | 96,000 | | | | | | | | 96,000 | | | | — | | | | 96,000 | | Combimatrix Corporation | | Warrants(8) | | | n/a | | | 5/6/2019 | | | 2,732 | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | Combimatrix Corporation | | Warrants(8) | | | n/a | | | 6/28/2019 | | | 2,733 | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | Combimatrix Corporation | | Warrants(8) | | | n/a | | | 12/19/2018 | | | 8,333 | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | — | | | | 96,000 | | | | 1.04 | % | | | 96,000 | | | | — | | | | 96,000 | | Consumer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Escalade Inc. | | Common Stock | | | n/a | | | n/a | | | 7,929 | | | | 93,975 | | | | 107,835 | | | | | | | | 13,860 | | | | — | | | | 13,860 | | Famous Daves of America, Inc. | | Common Stock | | | n/a | | | n/a | | | 38,614 | | | | 164,584 | | | | 160,090 | | | | | | | | 3,159 | | | | 7,653 | | | | (4,494 | ) | Forward Industries, Inc. | | Common Stock(8) | | | n/a | | | n/a | | | 20,100 | | | | 23,969 | | | | 24,703 | | | | | | | | 758 | | | | 24 | | | | 734 | | Mix 1 Life, Inc. | | Common Stock(10) | | | n/a | | | n/a | | | 100,000 | | | | 46,160 | | | | 800 | | | | | | | | — | | | | 45,360 | | | | (45,360 | ) | Stanley Furniture Co., Inc. | | Common Stock(8) | | | n/a | | | n/a | | | 147,118 | | | | 160,346 | | | | 173,599 | | | | | | | | 15,769 | | | | 2,516 | | | | 13,253 | | Tzfat Spirits of Israel, LLC | | LLC Membership Units(8) | | | n/a | | | n/a | | | 55,000 | | | | 101,019 | | | | 25,000 | | | | | | | | — | | | | 76,019 | | | | (76,019 | ) | | | | | | | | | | | | | | | | 590,053 | | | | 492,027 | | | | 5.34 | % | | | 33,546 | | | | 131,572 | | | | (98,026 | ) | Education | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Nat'l Amer. Univ. Holdings, Inc. | | Common Stock | | | n/a | | | n/a | | | 59,839 | | | | 119,027 | | | | 128,055 | | | | 1.39 | % | | | 9,032 | | | | 4 | | | | 9,028 | | Financial | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | OTC Markets Group Cl A | | Common Stock | | | n/a | | | n/a | | | 12,618 | | | | 203,015 | | | | 372,231 | | | | | | | | 169,216 | | | | — | | | | 169,216 | | QC Holdings, Inc. | | Common Stock(8) | | | n/a | | | n/a | | | 15,000 | | | | 10,655 | | | | 6,300 | | | | | | | | — | | | | 4,355 | | | | (4,355 | ) | Planet Payment, Inc. | | Common Stock(8) | | | n/a | | | n/a | | | 15,800 | | | | 69,858 | | | | 67,782 | | | | | | | | — | | | | 2,076 | | | | (2,076 | ) | | | | | | | | | | | | | | | | 283,528 | | | | 446,313 | | | | 4.85 | % | | | 169,216 | | | | 6,431 | | | | 162,785 | | Healthcare | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Enteromedics, Inc. | | Preferred LLC Units(4) (8) | | | n/a | | | n/a | | | 156 | | | | 155,321 | | | | 120,112 | | | | | | | | — | | | | 35,209 | | | | (35,209 | ) | Enteromedics, Inc. | | Warrants(8) | | | n/a | | | 8/16/2024 | | | 67,860 | | | | 679 | | | | — | | | | | | | | — | | | | 679 | | | | (679 | ) | HemaCare Corp. | | Common Stock(8) | | | n/a | | | n/a | | | 84,284 | | | | 263,937 | | | | 252,852 | | | | | | | | 1,156 | | | | 12,241 | | | | (11,085 | ) | | | | | | | | | | | | | | | | 419,937 | | | | 372,964 | | | | 4.05 | % | | | 1,156 | | | | 48,129 | | | | (46,973 | ) | Information Technology | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Insite Software Solutions, Inc | | Warrants(8) | | | n/a | | | 12/30/2023 | | | 108,960 | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | MAX 4G, Inc. | | Preferred Stock(8) | | | n/a | | | n/a | | | 300,000 | | | | 150,000 | | | | 300,000 | | | | | | | | 150,000 | | | | — | | | | 150,000 | | Simulations Plus, Inc. | | Common Stock | | | n/a | | | n/a | | | 25,001 | | | | 246,710 | | | | 387,508 | | | | | | | | 140,798 | | | | — | | | | 140,798 | | Travelzoo, Inc. | | Common Stock | | | n/a | | | n/a | | | 30,000 | | | | 324,848 | | | | 258,000 | | | | | | | | — | | | | 66,848 | | | | (66,848 | ) | | | | | | | | | | | | | | | | 721,558 | | | | 945,508 | | | | 10.27 | % | | | 290,798 | | | | 66,848 | | | | 223,950 | | Leisure & Hospitality | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bitesquad.com LLC | | Preferred LLC Units(4) (8) | | | n/a | | | n/a | | | 73,543 | | | | 1,014,893 | | | | 2,020,226 | | | | | | | | 1,005,333 | | | | — | | | | 1,005,333 | | DBR Enclave US Investors, LLC LLC Membership Units | | | | | 15 | % | | 1/31/2020 | | | 500,000 | | | | 500,000 | | | | 500,000 | | | | | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | 1,514,893 | | | | 2,520,226 | | | | 27.37 | % | | | 1,005,333 | | | | — | | | | 1,005,333 | | Oil & Gas | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Northern Capital Partners I, LP | | Limited Partnership Units(8) | | | n/a | | | n/a | | | 550,000 | | | | 550,000 | | | | 488,629 | | | | | | | | — | | | | 61,371 | | | | (61,371 | ) | Southern Plains Resources, Inc. | | Common Stock(8) | | | n/a | | | n/a | | | 600,000 | | | | 730,000 | | | | — | | | | | | | | — | | | | 730,000 | | | | (730,000 | ) | | | | | | | | | | | | | | | | 1,280,000 | | | | 488,629 | | | | 5.31 | % | | | — | | | | 791,371 | | | | (791,371 | ) | Publishing | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Educational Development Corp. | | Common Stock | | | n/a | | | n/a | | | 63,702 | | | | 641,971 | | | | 612,762 | | | | 6.65 | % | | | 33,182 | | | | 62,391 | | | | (29,209 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Telecommunications | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Tessco Technologies Inc. | | Common Stock | | | n/a | | | n/a | | | 5,000 | | | | 83,090 | | | | 62,250 | | | | 0.68 | % | | | — | | | | 20,840 | | | | (20,840 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total Equity Investments | | | | | | | | | | | | | | | 5,654,057 | | | | 6,293,306 | | | | 68.34 | % | | | 1,766,835 | | | | 1,127,586 | | | | 639,249 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total Cash and Cash Equivalents | | | | | | | | | | | | | | | 2,336,878 | | | | 2,336,878 | | | | 25.38 | % | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total Investments, Cash and Cash Equivalents | | | | | | | | | | | | | | $ | 9,240,935 | | | $ | 9,130,184 | | | | 99.15 | % | | $ | 1,766,835 | | | $ | 1,877,586 | | | $ | (110,751 | ) |
| (1) | All investments and all cash, restricted cash and cash equivalents are “qualifying assets” under Section 55(a) of the Investment Company Act of 1940 unless indicated to the contrary in the table or by footnote. |
| (2) | Interest is presented on a per annum basis. |
| (3) | Investment is secured but payment and collateral are subordinated to the debt of another creditor by contract. |
| (4) | Investment is convertible into common equity of the issuer. |
| (5) | In the case of warrants, warrants provide for the right to purchase common equity of the issuer. |
| (6) | In the case of preferred stock, this represents the right to annual cumulative dividends calculated on a per annum basis. |
| (7) | In the case of warrants, purchase rights under the warrants will expire at the close of business on this date. |
| (8) | Investment is not an income-producing investment. |
| (9) | Investment is neither a “qualifying asset” under Section 55(a) of the Investment Company Act of 1940, nor a restricted security. |
At September 30, 2017, aggregate non-qualifying assets represented approximately 0.0% of our total assets.
| (10) | Value reflects 20% discount for restricted nature of securities |
MILL CITY VENTURES III, LTD. CONDENSED SCHEDULE OF INVESTMENTS SEPTEMBER 30, 2022 Investment / Industry | | Cost | | | Fair Value | | | Percentage of Net Assets | | | | | | | | | | | | Short-Term Non-banking Loans | | | | | | | | | | Consumer - 15% secured loans | | $ | $400,000 | | | $ | $400,000 | | | | 2.14 | % | AirDog Supplies, Inc. | | | 1,250,000 | | | | 1,250,000 | | | | 6.70 | % | Intelligent Mapping, LLC | | | 2,900,000 | | | | 2,900,000 | | | | 15.54 | % | Financial - 53% secured loans | | | 635,086 | | | | 635,086 | | | | 3.40 | % | Financial - 33% secured loans | | | | | | | | | | | | | Benton Financial, LLC | | | 1,976,667 | | | | 1,976,667 | | | | 10.59 | % | Financial - 36% secured loans | | | 550,000 | | | | 550,000 | | | | 2.95 | % | Financial - 12% secured loans | | | 500,000 | | | | 500,000 | | | | 2.68 | % | Information Technology - 15% convertible note | | | 212,500 | | | | 212,500 | | | | 1.14 | % | Real Estate - 15% secured loans | | | 216,495 | | | | 216,495 | | | | 1.16 | % | Tailwinds, LLC | | | 3,000,000 | | | | 3,000,000 | | | | 16.08 | % | Real Estate - 12% secured loans | | | | | | | | | | | | | Alatus Development Corp | | | 1,000,000 | | | | 1,000,000 | | | | 5.36 | % | Real Estate - subordinated debt | | | | | | | | | | | | | Villas at 79th, LLC | | | 3,400,000 | | | | 3,400,000 | | | | 18.22 | % | Total Short-Term Non-Banking Loans | | | 16,040,748 | | | | 16,040,748 | | | | 85.96 | % | | | | | | | | | | | | | | Preferred Stock | | | | | | | | | | | | | Consumer | | | | | | | | | | | | | Wisdom Gaming, Inc | | | 900,000 | | | | 900,000 | | | | 4.82 | % | Information Technology | | | 150,000 | | | | 300,000 | | | | 1.61 | % | Total Preferred Stock | | | 1,050,000 | | | | 1,200,000 | | | | 6.43 | % | | | | | | | | | | | | | | Warrants | | | | | | | | | | | | | Healthcare | | | 679 | | | | - | | | | 0.00 | % | | | | | | | | | | | | | | Other Equity | | | | | | | | | | | | | Consumer | | | 212,500 | | | | 212,500 | | | | 1.14 | % | Financial | | | 600,000 | | | | 600,000 | | | | 3.22 | % | Financial | | | 10,000 | | | | 10,000 | | | | 0.05 | % | Total Other Equity | | | 822,500 | | | | 822,500 | | | | 4.41 | % | | | | | | | | | | | | | | Total Investments | | | $17,913,927 | | | | $18,063,248 | | | | 96.80 | % | | | | | | | | | | | | | | Total Cash | | | 1,861,650 | | | | 1,861,650 | | | | 9.98 | % | | | | | | | | | | | | | | Total Investments and Cash | | $ | 19,775,577 | | | $ | 19,924,898 | | | | 106.78 | % |
MILL CITY VENTURES III, LTD. SCHEDULE OF INVESTMENTS DECEMBER 31, 20162021 Investments(1) | | Investment Type | | Interest Rate(2) | | | Maturity Date | | Principal Amount | | | Cost | | | Fair Value | | | Percentage of Net Assets | | | Gross Unrealized Appreciation | | | Gross Unrealized Depreciation | | | Net Unrealized Appreciation (Depreciation) | | Debt Investments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Consumer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Mix 1 Life, Inc. | | Secured Loan(4) | | | 12 | % | | 2/6/2016 | | $ | 500,000 | | | | 500,000 | | | | 180,000 | | | | | | | | — | | | | 320,000 | | | | (320,000 | ) | Mix 1 Life, Inc. | | Secured Loan | | | 12 | % | | 3/13/2016 | | $ | 250,000 | | | | 250,000 | | | | — | | | | | | | | — | | | | 250,000 | | | | (250,000 | ) | | | | | | | | | | | | | | | | 750,000 | | | | 180,000 | | | | 1.92 | % | | | — | | | | 570,000 | | | | (570,000 | ) | Financial | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bravo Financial LLC | | Secured Loan | | | 12 | % | | 8/31/2018 | | $ | 500,000 | | | | 500,000 | | | | 500,000 | | | | 5.32 | % | | | — | | | | — | | | | — | | Oil & Gas | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Dala Petroleum, Inc. | | Secured Loan | | | 12 | % | | 12/31/2015 | | $ | 25,000 | | | | 25,000 | | | | — | | | | | | | | — | | | | 25,000 | | | | (25,000 | ) | Dala Petroleum, Inc. | | Secured Loan | | | 12 | % | | 12/22/2016 | | $ | 35,195 | | | | 35,195 | | | | — | | | | | | | | — | | | | 35,195 | | | | (35,195 | ) | Dala Petroleum, Inc. | | Secured Loan | | | 12 | % | | 12/16/2017 | | $ | 22,500 | | | | 22,500 | | | | — | | | | | | | | — | | | | 22,500 | | | | (22,500 | ) | | | | | | | | | | | | | | | | 82,695 | | | | — | | | | 0.00 | % | | | — | | | | 82,695 | | | | (82,695 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total Debt Investments | | | | | | | | | | | | | | | 1,332,695 | | | | 680,000 | | | | 7.24 | % | | | — | | | | 652,695 | | | | (652,695 | ) |
Investments(1) | | Investment Type(5) | | Interest Rate(6) | | | Expiration Date(7) | | Shares/Units | | | Cost | | | Fair Value | | | Percentage of Net Assets | | | Gross Unrealized Appreciation | | | Gross Unrealized Depreciation | | | Net Unrealized Appreciation (Depreciation) | | Equity Investments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Advertising | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Creative Realities, Inc. | | Warrants(8) | | | n/a | | | 12/28/2020 | | | 1,071,429 | | | | — | | | | 32,143 | | | | 0.34 | % | | | 32,143 | | | | — | | | | 32,143 | | Bio-technology | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bio Life Solutions, Inc. | | Warrants(8) | | | n/a | | | 3/20/2021 | | | 100,000 | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | Combimatrix Corporation | | Warrants(8) | | | n/a | | | 5/6/2019 | | | 5,464 | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | Combimatrix Corporation | | Warrants(8) | | | n/a | | | 6/28/2019 | | | 5,464 | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | Combimatrix Corporation | | Warrants(8) | | | n/a | | | 12/19/2018 | | | 16,666 | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | — | | | | — | | | | 0.00 | % | | | — | | | | — | | | | — | | Consumer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Escalade Inc. | | Common Stock | | | n/a | | | n/a | | | 7,929 | | | | 93,975 | | | | 104,663 | | | | | | | | 10,688 | | | | — | | | | 10,688 | | Mix 1 Life, Inc. | | Common Stock(8) | | | n/a | | | n/a | | | 40,051 | | | | — | | | | 15,219 | | | | | | | | 15,219 | | | | — | | | | 15,219 | | Mix 1 Life, Inc. | | Common Stock(10) | | | n/a | | | n/a | | | 100,000 | | | | 46,160 | | | | 30,000 | | | | | | | | — | | | | 16,160 | | | | (16,160 | ) | Tzfat Spirits of Israel, LLC | | LLC Membership Units(8) | | | n/a | | | n/a | | | 55,000 | | | | 101,019 | | | | 25,000 | | | | | | | | — | | | | 76,019 | | | | (76,019 | ) | | | | | | | | | | | | | | | | 241,154 | | | | 174,882 | | | | 1.86 | % | | | 25,907 | | | | 92,179 | | | | (66,272 | ) | Education | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Nat'l Amer. Univ. Holdings, Inc. | | Common Stock | | | n/a | | | n/a | | | 59,839 | | | | 119,027 | | | | 116,686 | | | | 1.24 | % | | | 992 | | | | 3,333 | | | | (2,341 | ) | Financial | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Comm. Sales & Leasing | | Common Stock(9) | | | n/a | | | n/a | | | 2,000 | | | | 65,620 | | | | 50,820 | | | | | | | | — | | | | 14,800 | | | | (14,800 | ) | OTC Markets Group Cl A | | Common Stock | | | n/a | | | n/a | | | 19,074 | | | | 297,381 | | | | 438,702 | | | | | | | | 141,321 | | | | — | | | | 141,321 | | QC Holdings, Inc. | | Common Stock(8) | | | n/a | | | n/a | | | 15,000 | | | | 10,655 | | | | 11,100 | | | | | | | | 445 | | | | — | | | | 445 | | | | | | | | | | | | | | | | | 373,656 | | | | 500,622 | | | | 5.33 | % | | | 141,766 | | | | 14,800 | | | | 126,966 | | Healthcare | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | WaferGen Bio-Systems, Inc. | | Common Stock(8) | | | n/a | | | n/a | | | 85,210 | | | | 369,800 | | | | 420,085 | | | | | | | | 50,285 | | | | — | | | | 50,285 | | WaferGen Bio-Systems, Inc. | | Warrants(8) | | | n/a | | | 10/21/2020 | | | 40,000 | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | 369,800 | | | | 420,085 | | | | 4.48 | % | | | 50,285 | | | | — | | | | 50,285 | | Information Technology | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Insite Software Solutions, Inc | | Warrants(8) | | | n/a | | | 12/30/2023 | | | 108,960 | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | MAX 4G, Inc. | | Preferred Stock(8) | | | n/a | | | n/a | | | 300,000 | | | | 150,000 | | | | 300,000 | | | | | | | | 150,000 | | | | — | | | | 150,000 | | Mitek Systems Inc. | | Common Stock(8) | | | n/a | | | n/a | | | 7,772 | | | | 50,540 | | | | 47,798 | | | | | | | | — | | | | 2,742 | | | | (2,742 | ) | Simulations Plus, Inc. | | Common Stock | | | n/a | | | n/a | | | 18,639 | | | | 173,310 | | | | 179,862 | | | | | | | | 10,659 | | | | 4,107 | | | | 6,552 | | Travelzoo, Inc. | | Common Stock | | | n/a | | | n/a | | | 15,100 | | | | 177,459 | | | | 141,940 | | | | | | | | — | | | | 35,519 | | | | (35,519 | ) | | | | | | | | | | | | | | | | 551,309 | | | | 669,600 | | | | 7.13 | % | | | 160,659 | | | | 42,368 | | | | 118,291 | | Investment Fund | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Calamos Conv. & High Inc. Fund | | Common Stock(9) | | | n/a | | | n/a | | | 10,000 | | | | 128,357 | | | | 105,500 | | | | | | | | — | | | | 22,857 | | | | (22,857 | ) | Solar Senior Capital Ltd | | Common Stock(9) | | | n/a | | | n/a | | | 6,047 | | | | 91,983 | | | | 99,412 | | | | | | | | 7,429 | | | | — | | | | 7,429 | | | | | | | | | | | | | | | | | 220,340 | | | | 204,912 | | | | 2.18 | % | | | 7,429 | | | | 22,857 | | | | (15,428 | ) | Leisure & Hospitality | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bitesquad.com LLC | | Preferred LLC Units(4) (8) | | | n/a | | | n/a | | | 100,000 | | | | 1,380,000 | | | | 2,747,011 | | | | 29.26 | % | | | 1,367,011 | | | | — | | | | 1,367,011 | | Media | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Discovery Communications Inc. | | Common Stock(9) | | | n/a | | | n/a | | | 5,000 | | | | 149,609 | | | | 137,050 | | | | 1.46 | % | | | — | | | | 12,559 | | | | (12,559 | ) | Oil & Gas | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Dala Petroleum, Inc. | | Preferred Stock(8) | | | n/a | | | n/a | | | 500 | | | | 500,000 | | | | — | | | | | | | | — | | | | 500,000 | | | | (500,000 | ) | Dala Petroleum, Inc. | | Warrants(8) | | | n/a | | | 6/3/2017 | | | 714,286 | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | Northern Capital Partners I, LP | | Limited Partnership Units(8) | | | n/a | | | n/a | | | 550,000 | | | | 550,000 | | | | 488,629 | | | | | | | | — | | | | 61,371 | | | | (61,371 | ) | Southern Plains Resources, Inc. | | Common Stock(8) | | | n/a | | | n/a | | | 600,000 | | | | 730,000 | | | | — | | | | | | | | — | | | | 730,000 | | | | (730,000 | ) | | | | | | | | | | | | | | | | 1,780,000 | | | | 488,629 | | | | 5.21 | % | | | — | | | | 1,291,371 | | | | (1,291,371 | ) | Publishing | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Educational Development Corp. | | Common Stock | | | n/a | | | n/a | | | 36,905 | | | | 409,380 | | | | 367,205 | | | | 3.91 | % | | | 3,141 | | | | 45,316 | | | | (42,175 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Telecommunications | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | AT&T | | Common Stock(9) | | | n/a | | | n/a | | | 5,000 | | | | 175,260 | | | | 212,650 | | | | | | | | 37,390 | | | | — | | | | 37,390 | | CenturyLink, Inc. | | Common Stock(9) | | | n/a | | | n/a | | | 5,000 | | | | 157,360 | | | | 118,900 | | | | | | | | — | | | | 38,460 | | | | (38,460 | ) | MagicJack VocalTek Ltd. | | Common Stock(8) (9) | | | n/a | | | n/a | | | 5,754 | | | | 34,141 | | | | 39,415 | | | | | | | | 5,274 | | | | — | | | | 5,274 | | Tessco Technologies Inc. | | Common Stock | | | n/a | | | n/a | | | 5,000 | | | | 83,090 | | | | 65,000 | | | | | | | | — | | | | 18,090 | | | | (18,090 | ) | Windstream Holdings Inc. | | Common Stock(9) | | | n/a | | | n/a | | | 1,666 | | | | 21,087 | | | | 12,212 | | | | | | | | — | | | | 8,875 | | | | (8,875 | ) | | | | | | | | | | | | | | | | 470,938 | | | | 448,177 | | | | 4.78 | % | | | 42,664 | | | | 65,425 | | | | (22,761 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total Equity Investments | | | | | | | | | | | | | | | 6,065,213 | | | | 6,307,002 | | | | 67.18 | % | | | 1,831,997 | | | | 1,590,208 | | | | 241,789 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total Cash and Cash Equivalents | | | | | | | | | | | | | | | 2,344,751 | | | | 2,344,751 | | | | 24.98 | % | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total Investments, Cash and Cash Equivalents | | | | | | | | | | | | | | $ | 9,742,659 | | | $ | 9,331,753 | | | | 99.40 | % | | $ | 1,831,997 | | | $ | 2,242,903 | | | $ | (410,906 | ) |
Investment / Industry | | Cost | | | Fair Value | | | Percentage of Net Assets | | Short-Term Non-banking Loans | | | | | | | | | | Consumer - 15% secured loans | | | | | | | | | | AirDog Supplies, Inc. | | $ | 1,250,000 | | | $ | 1,250,000 | | | | 9.32 | % | Financial - 52% secured loans | | | 500,000 | | | | 500,000 | | | | 3.73 | % | Financial - 12% secured loans | | | 500,000 | | | | 500,000 | | | | 3.73 | % | Litigation Financing - 23% secured loans | | | | | | | | | | | | | The Cross Law Firm, LLC | | | 1,805,750 | | | | 1,800,000 | | | | 13.42 | % | Real Estate - 15% secured loans | | | 700,000 | | | | 700,000 | | | | 5.22 | % | Tailwinds, LLC | | | 3,000,000 | | | | 3,000,000 | | | | 22.36 | % | Real Estate - 12% secured loans | | | | | | | | | | | | | Alatus Development, LLC | | | 3,900,000 | | | | 3,900,000 | | | | 29.07 | % | Total Short-Term Non-Banking Loans | | | 11,655,750 | | | | 11,650,000 | | | | 86.85 | % | | | | | | | | | | | | | | Common Stock | | | | | | | | | | | | | Financial Services | | | 414,128 | | | | 436,175 | | | | 3.25 | % | | | | | | | | | | | | | | Preferred Stock | | | | | | | | | | | | | Consumer | | | | | | | | | | | | | Wisdom Gaming, Inc | | | 900,000 | | | | 900,000 | | | | 6.71 | % | Information Technology | | | 150,000 | | | | 300,000 | | | | 2.24 | % | Total Other Equity | | | 1,050,000 | | | | 1,200,000 | | | | 8.95 | % | | | | | | | | | | | | | | Warrants | | | | | | | | | | | | | Healthcare | | | 679 | | | | - | | | | 0.00 | % | | | | | | | | | | | | | | Other Equity | | | | | | | | | | | | | Consumer | | | 212,500 | | | | 212,500 | | | | 1.58 | % | Financial | | | 600,000 | | | | 600,000 | | | | 4.47 | % | Total Other Equity | | | 812,500 | | | | 812,500 | | | | 6.05 | % | | | | | | | | | | | | | | Total Investments | | $ | 13,933,057 | | | $ | 14,098,675 | | | | 105.10 | % | | | | | | | | | | | | | | Total Cash | | | 1,936,148 | | | | 1,936,148 | | | | 14.43 | % | | | | | | | | | | | | | | Total Investments and Cash | | $ | 15,869,205 | | | $ | 16,034,823 | | | | 119.53 | % |
| (2) | Interest is presented on a per annum basis. |
| (3) | Investment is secured but payment and collateral are subordinated to the debt of another creditor by contract. |
| (4) | Investment is convertible into common equity of the issuer. |
| (5) | In the case of warrants, warrants provide for the right to purchase common equity of the issuer. |
| (6) | In the case of preferred stock, this represents the right to annual cumulative dividends calculated on a per annum basis. |
| (7) | In the case of warrants, purchase rights under the warrants will expire at the close of business on this date. |
| (8) | Investment is not an income-producing investment. |
| (9) | Investment is neither a “qualifying asset” under Section 55(a) of the Investment Company Act of 1940, nor a restricted security. |
At December 31, 2016, aggregate non-qualifying assets represented approximately 8.3% of our total assets.
| (10) | Value reflects 20% discount for restricted nature of securitiesContents |
MILL CITY VENTURES III, LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2017
NOTE 1 – ORGANIZATION Mill City Ventures III, Ltd. is an investment company incorporated in the State of Minnesota on January 10, 2006. In this report, we generally refer to Mill City Ventures III, Ltd. in the first person “we.” On occasion, we refer to our company in the third person as “Mill City Ventures” or the “company.“Company.” The Company follows accounting and reporting guidance in Accounting Standards (“ASC”) 946.
We are an internally managed closed-end non-diversified management investment company. We havewere incorporated in Minnesota in January 2006. Until December 13, 2012, we were a development-stage company that focused on promoting and placing a proprietary poker game online and into casinos and entertainment facilities nationwide. In 2013, we elected to be regulated asbecome a business development company or “BDC,”(“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). To date,We operated as a BDC until we withdrew our BDC election at the end of December 2019. Since that time, we have not made an electionremained a public reporting company filing periodic reports with the SEC. We engage in the business of providing short-term specialty finance solutions, typically in the form of loans, primarily to be treated as a regulated investment company, or “RIC,”small businesses, both private and public, and high-net-worth individuals. To avoid regulation under the Internal Revenue Code of 1986 (the “Code”). We primarily focus on investing in or lending1940 Act, we generally seek to privately held and small-cap publicly traded U.S. companies, and making managerial assistance available to such companies. Thesestructure our investments are typically structured as purchases of preferred or common stock, investment contracts, or loans evidenced by promissory notes that may be convertible into stock by their terms or that may be accompanied by the issuance to us of warrants or similar rights to purchase stock. Our investments may be madeso they do not constitute “securities” for purposes of financing acquisitions, recapitalizations, buyouts, organic growthfederal securities laws, and working capital. Our future revenues will relatewe monitor our investments as a whole to ensure that no more than 40% of our total assets consist of “investment securities” as defined under the gain we realize from the sale of securities we purchase, and to dividends and interest we derive from those securities. Our investment objective is to generate both current income and capital appreciation that ultimately become gains.1940 Act.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of presentation: The accompanying unaudited condensed financial statements of Mill City Ventures have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (GAAP) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the quarter ended September 30, 20172022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.2022. The condensed balance sheet atas of December 31, 20162021 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016.2021. Use of estimates: estimates: The preparation of financial statements in conformity with GAAP requires management and our independent board membersBoard of Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.estimates, and the differences could be material. For more information, see the “Valuation of portfolio investments” caption below, and “Note 4 – Fair Value of Financial Instruments” below. For purposes of its financial statement presentation, the Company is an investment company following accounting and reporting guidance in ASC 946. Cash deposits: deposits: We maintain our cash balances in financial institutions and with regulated financial investment brokers. Cash on deposit in excess of FDIC and similar coverage is subject to the usual banking risk of funds in excess of those limits. Valuation of portfolio investments: investments: We carry our investments in accordance with ASC Topic 820,Fair Value Measurements and Disclosures (“ASC 820”), issued by the Financial Accounting Standards Board (“FASB”), which defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. Fair value is generally based on quoted market prices provided by independent pricing services, broker or dealer quotations, or alternative price sources. In the absence of quoted market prices, broker or dealer quotations, or alternative price sources, investments are measured at fair value as determined by the Valuation Committee of our Board of Directors, based on, among other things, the input of our executive management, the Audit Committee of our Board of Directors, and any independent third-party valuation experts that may be engaged by management to assist in the valuation of our portfolio investments, but in all cases consistent with our written valuation policies and procedures. Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. In addition, such investments are generally less liquid than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it. MILL CITY VENTURES III, LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2017
For more information, see Note 4 “Fair Value of Financial Instruments.”
Income taxes: We account for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. For more information, see Note 7 “Income Taxes.”
Revenue recognition: Realized gains or losses on the sale of investments are calculated using the specific investment method.
Interest income, adjusted for amortization of premiums and accretion of discounts, is recorded on an accrual basis. Discounts from and premiums to par value on securities purchased are accreted or amortized, as applicable, into interest income over the life of the related security using the effective-yield method. The amortized cost of investments represents the original cost, adjusted for the accretion of discounts and amortization of premiums, if any. Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more, or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past-due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to the policy described above if a loan has sufficient collateral value and is in the process of collection.
Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.
Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interested or accumulated dividends that are added to the loan principal or stated value of the investment on the respective interest- or dividend-payment dates rather than being paid in cash, and generally becomes due at maturity or upon being repurchased by the issuer. PIK interest or dividends is recorded as interest or dividend income, as applicable. If at any point we believe that PIK interest or dividends is not expected to be realized, the PIK-generating investment will be placed on non-accrual status. Accrued PIK interest or dividends are generally reversed through interest or dividend income, respectively, when an investment in placed on non-accrual status.
Recent accounting pronouncements: No new accounting pronouncement issued or effective during the fiscal quarter covered by this report has had or is expected to have a material impact on our condensed financial statements.
Allocation of net gains and losses: All income, gains, losses, deductions and credits for any investment are allocated in a manner proportionate to the shares owned.
Management and service fees: We do not incur expenses related to management and service fees. Our executive management team manages our investments as part of their employment responsibilities.
NOTE 3 – INVESTMENTS
The following table shows the composition of our investment portfolio by major class, at amortized cost and fair value, as of September 30, 2017 (together with the corresponding percentage of total portfolio investments):
| | As of September 30, 2017 | | | | Investments at Amortized Cost | | | Percentage of Amortized Cost | | | Investments at Fair Value | | | Percentage of Fair Value | | Senior Secured Loans | | $ | 1,250,000 | | | | 18.1 | % | | $ | 500,000 | | | | 7.4 | % | Preferred Stock | | | 1,320,214 | | | | 19.1 | | | | 2,440,338 | | | | 35.9 | | Common Stock | | | 3,182,145 | | | | 46.1 | | | | 2,614,767 | | | | 38.5 | | Warrants | | | 679 | | | | - | | | | 224,572 | | | | 3.3 | | Other Equity | | | 1,151,019 | | | | 16.7 | | | | 1,013,629 | | | | 14.9 | | Total | | $ | 6,904,057 | | | | 100.0 | % | | $ | 6,793,306 | | | | 100.0 | % |
MILL CITY VENTURES III, LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2017
The following table shows the composition of our investment portfolio by major class, at amortized cost and fair value, as of December 31, 2016 (together with the corresponding percentage of total portfolio investments):
| | As of December 31, 2016 | | | | Investments at Amortized Cost | | | Percentage of Amortized Cost | | | Investments at Fair Value | | | Percentage of Fair Value | | Senior Secured Loans | | $ | 1,332,695 | | | | 18.0 | % | | $ | 680,000 | | | | 9.7 | % | Preferred Stock | | | 2,030,000 | | | | 27.4 | | | | 3,047,011 | | | | 43.6 | | Common Stock | | | 3,384,194 | | | | 45.8 | | | | 2,714,219 | | | | 38.8 | | Warrants | | | - | | | | - | | | | 32,143 | | | | 0.5 | | Other Equity | | | 651,019 | | | | 8.8 | | | | 513,629 | | | | 7.4 | | Total | | $ | 7,397,908 | | | | 100.0 | % | | $ | 6,987,002 | | | | 100.0 | % |
The following table shows the composition of our investment portfolio by industry grouping, based on fair value as of September 30, 2017:
| | As of September 30, 2017 | | | | Investments at Fair Value | | | Percentage of Fair Value | | Advertising | | $ | 128,572 | | | | 1.9 | % | Bio-technology | | | 96,000 | | | | 1.4 | | Consumer | | | 492,027 | | | | 7.3 | | Education | | | 128,055 | | | | 1.9 | | Financial | | | 946,313 | | | | 13.9 | | Healthcare | | | 372,964 | | | | 5.5 | | Information Technology | | | 945,508 | | | | 13.9 | | Leisure & Hospitality | | | 2,520,226 | | | | 37.1 | | Oil & Gas | | | 488,629 | | | | 7.2 | | Publishing | | | 612,762 | | | | 9.0 | | Telecommunications | | | 62,250 | | | | 0.9 | | Total | | $ | 6,793,306 | | | | 100.0 | % |
The following table shows the composition of our investment portfolio by industry grouping, based on fair value as of December 31, 2016:
| | As of December 31, 2016 | | | | Investments at Fair Value | | | Percentage of Fair Value | | Advertising | | $ | 32,143 | | | | 0.5 | % | Consumer | | | 354,882 | | | | 5.1 | | Education | | | 116,686 | | | | 1.7 | | Financial | | | 1,000,622 | | | | 14.3 | | Healthcare | | | 420,085 | | | | 6.0 | | Information Technology | | | 669,600 | | | | 9.6 | | Investment Fund | | | 204,912 | | | | 2.9 | | Leisure & Hospitality | | | 2,747,011 | | | | 39.3 | | Media | | | 137,050 | | | | 2.0 | | Oil & Gas | | | 488,629 | | | | 7.0 | | Publishing | | | 367,205 | | | | 5.2 | | Telecommunications | | | 448,177 | | | | 6.4 | | Total | | $ | 6,987,002 | | | | 100.0 | % |
MILL CITY VENTURES III, LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2017
We do not “control,” and we are not an “affiliate” (as each of those terms is defined in the 1940 Act), of any of our portfolio companies as of September 30, 2017. Under the 1940 Act, we would generally be presumed to “control” a portfolio company if we owned more than 25% of its voting securities, and be an “affiliate” of a portfolio company if we owned at least 5% and up to 25% of its voting securities.
NOTE 4 – FAIR VALUE OF FINANCIAL INSTRUMENTS
General information: Accounting guidance establishes a hierarchal disclosure framework that prioritizes and ranks the level of market price observability of inputs used in measuring investments at fair value. Observable inputs must be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability based upon the best information available. Assets and liabilities measured at fair value are to be categorized into one of the three hierarchy levels based on the relative observability of inputs used in the valuation. The three levels are defined as follows:
| · | Level 1:Observable inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities. |
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| | | · | Level 3:Unobservable inputs that reflect an entity’s own assumptions about what inputs a market participant would use in pricing the asset or liability based on the best information available in the circumstances. |
Our valuation policy and procedures: Under our valuation policies and procedures, we evaluate the source of inputs, including any markets in which our investments are trading, and then apply the resulting information in determining fair value. For our Level 1 investment assets, our valuation policy generally requires us to use a market approach, considering the last quoted closing price of a security we own that is listed on a securities exchange, and in a case where a security we own is listed on an over-the-counter market, to average the last quoted bid and ask price on the most active market on which the security is quoted. In the case of traded debt securities the prices for which are not readily available, we may value those securities using a present value approach, at their weighted-average yield to maturity.
The estimated fair value of our Level 3 investment assets is determined on a quarterly basis by the Valuation Committee of our Board of Directors, pursuant to our written Valuation Policyvaluation policy and Procedures.procedures. These policies and procedures generally require that we value our Level 3 equity investments at cost plus any accrued interest, unless circumstances warrant a different approach. Our Valuation Policy and Procedures provide examplesAn example of thesesuch circumstances such as whenmay include a situation in which a portfolio company has engaged in a subsequent financing of more than ade minimis size involving sophisticated investors (in which case we may use the price involved in that financing as a determinative input absent other known factors), or when a portfolio company is engaged in the process of a transaction that we determine is reasonably likely to occur (in which case we may use the price involved in the pending transaction as a determinative input absent other known factors). Other situations identified in our Valuation Policyvaluation policy and Proceduresprocedures that may serve as input supporting a change in the valuation of our Level 3 equity investments include (i) a third-party valuation conducted by an independent and qualified professional, (ii) changes in the performance of long-term financial prospects of the portfolio company, (iii) a subsequent financing that changes the distribution rights associated with the equity security we hold, or (iv) sale transactions involving comparable companies, but only if further supported by a third-party valuation conducted by an independent and qualified professional. When valuing preferred equity investments, we generally view intrinsic value as a key input. Intrinsic value means the value of any conversion feature (if the preferred investment is convertible) or the value of any liquidation or other preference. Discounts to intrinsic value may be applied in cases where the issuer’s financial condition is impaired or, in cases where intrinsic value relating to a conversion is determined to be a key input, to account for resale restrictions applicable to the securities issuable upon conversion. When valuing warrants, our Valuation Policyvaluation policy and Proceduresprocedures indicate that value will generally be the difference between closing price of the underlying equity security and the exercise price, after applying an appropriate discount for restriction, if applicable, in situations where the underlying security is marketable. If the underlying security is not marketable, then intrinsic value will be considered consistent with the principles described above. Generally, “out-of-the-money” warrants will be valued at cost or zero. For non-traded (Level 3) debt securities with a residual maturity less than or equal to 60 days, the value will generally be based on a present value approach, considering the straight-line amortized face value of the debt unless justification for impairment exists. MILL CITY VENTURES III, LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2017 The fair value for short-term non-banking loans is determined as the present value of future contractual cash flows discounted at an interest rate that reflects the risks inherent to those cash flows. The applied discount ranges from 12% to 53% and approximate rates currently observed in publicly traded debt markets for debt of similar terms issued by companies with comparable credit risk.
On a quarterly basis, our management provides members of our Valuation CommitteeBoard of Directors with (i) valuation reportsupdates for each portfolio investment (which reports include our cost, the most recent prior valuation and any current proposed valuation, and an indication of the valuation methodology used, together with any other supporting materials);loan we hold; (ii) Mill City Ventures’ bank and other statements pertaining to our cash and cash equivalents; and (iii) quarter- or period-end statements from our custodial firms holding any of our portfolio investments.investments; and (iv) recommendations to change any existing valuations of our investments or loans, or hierarchy levels, for purposes of determining the fair value of such investments or loans based upon the foregoing. The committeeboard then discusses these materials and, consistent with the policies and approaches outlined above, makes final determinations respecting the valuation and hierarchy levels of our portfolio investments. Income taxes: We made noaccount for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amount and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine we would be able to realize our deferred income tax assets in the future in excess of their recorded amount, we would make an adjustment to the valuation allowance, which would reduce the provision for income taxes. We file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. We do not believe there will be any material changes in our unrecognized tax positions over the next 12 months. Our evaluation was performed for the tax years ended December 31, 2019 through 2021, which were the tax years that remain subject to examination by major tax jurisdictions as of September 30, 2022. Revenue recognition: Realized gains or losses on the sale of investments are calculated using the specific investment method. Interest income, adjusted for amortization of premiums and accretion of discounts, is recorded on an accrual basis. Discounts from and premiums to par value on securities purchased are accreted or amortized, as applicable, into interest income over the life of the related security using the effective-yield method. The amortized cost of investments represents the original cost, adjusted for the accretion of discounts and amortization of premiums, if any. Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more, or when there is reasonable doubt that principal or interest will be collected in full. Loan origination fees are recognized when loans are issued. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past-due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to the policy described above if a loan has sufficient collateral value and is in the process of collection. Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal or stated value of the investment on the respective interest- or dividend-payment dates rather than being paid in cash, and generally becomes due at maturity or upon being repurchased by the issuer. PIK interest or dividends is recorded as interest or dividend income, as applicable. If at any point we believe that PIK interest or dividends is not expected be realized, the PIK-generating investment will be placed on non-accrual status. Accrued PIK interest or dividends are generally reversed through interest or dividend income, respectively, when an investment in placed on non-accrual status. Allocation of net gains and losses: All income, gains, losses, deductions and credits for any investment are allocated in a manner proportionate to the shares owned. Management and service fees: We do not incur expenses related to management and service fees. Our executive management team manages our Valuation Policyinvestments as part of their employment responsibilities. NOTE 3 – INVESTMENTS AND LOANS The following table shows the composition of our investments and Proceduresloans by major class, at amortized cost and fair value, as of September 30, 2022 (together with the corresponding percentage of the fair value of our total investments): | | As of September 30, 2022 | | | | Investments at Amortized Cost | | | Percentage of Amortized Cost | | | Investments at Fair Value | | | Percentage of Fair Value | | Short-term Non-banking Loans | | $ | 16,040,748 | | | | 89.5 | % | | $ | 16,040,748 | | | | 88.8 | % | Preferred Stock | | | 1,050,000 | | | | 5.9 | | | | 1,200,000 | | | | 6.6 | | Warrants | | | 679 | | | | — | | | | — | | | | — | | Other Equity | | | 822,500 | | | | 4.6 | | | | 822,500 | | | | 4.6 | | Total | | $ | 17,913,927 | | | | 100.0 | % | | $ | 18,063,248 | | | | 100.0 | % |
The following table shows the composition of our investments by major class, at amortized cost and fair value, as of December 31, 2021 (together with the corresponding percentage of the fair value of our total investments): | | As of December 31, 2021 | | | | Investments at Amortized Cost | | | Percentage of Amortized Cost | | | Investments at Fair Value | | | Percentage of Fair Value | | Short-term Non-banking Loans | | $ | 11,655,750 | | | | 83.7 | % | | $ | 11,650,000 | | | | 82.6 | % | Preferred Stock | | | 1,050,000 | | | | 7.5 | | | | 1,200,000 | | | | 8.5 | | Common Stock | | | 414,128 | | | | 3.0 | | | | 436,175 | | | | 3.1 | | Warrants | | | 679 | | | | — | | | | — | | | | — | | Other Equity | | | 812,500 | | | | 5.8 | | | | 812,500 | | | | 5.8 | | Total | | $ | 13,933,057 | | | | 100.0 | % | | $ | 14,098,675 | | | | 100.0 | % |
The following table shows the composition of our investments and loans by industry grouping, based on fair value as of September 30, 2022: | | As of September 30, 2022 | | | | Investments at Fair Value | | | Percentage of Fair Value | | Consumer | | $ | 5,662,500 | | | | 31.35 | % | Financial | | | 4,261,753 | | | | 23.59 | | Information Technology | | | 512,500 | | | | 2.84 | | Real Estate | | | 7,626,495 | | | | 42.2 | | Total | | $ | 18,063,248 | | | | 100.0 | % |
The following table shows the composition of our investments by industry grouping, based on fair value as of December 31, 2021: | | As of December 31, 2021 | | | | Investments at Fair Value | | | Percentage of Fair Value | | Consumer | | $ | 2,362,500 | | | | 16.8 | % | Financial | | | 3,836,175 | | | | 27.2 | | Information Technology | | | 300,000 | | | | 2.1 | | Real Estate | | | 7,600,000 | | | | 53.9 | | Total | | $ | 14,098,675 | | | | 100.0 | % |
For the three months ended September 30, 2022, one investment accounted for 49% of the interest income earned. This investee did not make any cash interest payments during the reporting period.three months ended September 30, 2022, and owes accrued interest of approximately $650,000 at September 30, 2022. The Company believes it is probable that all interest will be collected from this investee. NOTE 4 – FAIR VALUE OF FINANCIAL INSTRUMENTS Level 3 valuation information: Due to the inherent uncertainty in the valuation process, the estimate of the fair value of our investment portfolioinvestments and loans as of September 30, 20172022 may differ materially from values that would have been used had a readily available market for the securitiesinvestments and loans existed. The following table presents the fair value measurements of our portfolio investments and loans by major class, as of September 30, 2017,2022, according to the fair value hierarchy: | | As of September 30, 2017 | | | As of September 30, 2022 | | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | Senior Secured Loans | | $ | - | | | $ | - | | | $ | 500,000 | | | $ | 500,000 | | | Short-term Non-banking Loans | | | $ | — | | $ | — | | $ | 16,040,748 | | $ | 16,040,748 | | Preferred Stock | | | - | | | | 120,112 | | | | 2,320,226 | | | | 2,440,338 | | | — | | — | | 1,200,000 | | 1,200,000 | | Common Stock | | | 2,613,967 | | | | 800 | | | | - | | | | 2,614,767 | | | Warrants | | | - | | | | 224,572 | | | | - | | | | 224,572 | | | — | | — | | — | | — | | Other Equity | | | - | | | | - | | | | 1,013,629 | | | | 1,013,629 | | | | — | | | | — | | | | 822,500 | | | | 822,500 | | Total | | $ | 2,613,967 | | | $ | 345,484 | | | $ | 3,833,855 | | | $ | 6,793,306 | | | $ | — | | | $ | — | | | $ | 18,063,248 | | | $ | 18,063,248 | |
The following table presents the fair value measurements of our portfolio investments and loans by major class, as of December 31, 2016,2021, according to the fair value hierarchyhierarchy: | | As of December 31, 2016 | | | As of December 31, 2021 | | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | Senior Secured Loans | | $ | - | | | $ | - | | | $ | 680,000 | | | $ | 680,000 | | | Short-term Non-banking Loans | | | $ | — | | $ | — | | $ | 11,650,000 | | $ | 11,650,000 | | Preferred Stock | | | - | | | | - | | | | 3,047,011 | | | | 3,047,011 | | | — | | — | | 1,200,000 | | 1,200,000 | | Common Stock | | | 2,684,219 | | | | 30,000 | | | | - | | | | 2,714,219 | | | 436,175 | | — | | — | | 436,175 | | Warrants | | | - | | | | 32,143 | | | | - | | | | 32,143 | | | Other Equity | | | - | | | | - | | | | 513,629 | | | | 513,629 | | | | — | | | | — | | | | 812,500 | | | | 812,500 | | Total | | $ | 2,684,219 | | | $ | 62,143 | | | $ | 4,240,640 | | | $ | 6,987,002 | | | $ | 436,175 | | | $ | — | | | $ | 13,662,500 | | | $ | 14,098,675 | |
The following table presents a reconciliation of the beginning and ending fair value balances for our Level 3 portfolio investment and loan assets for the nine months ended September 30, 2017:2022: | | Senior Secured Loans | | | Preferred Stock | | | Common Stock | | | Warrants | | | Other Equity | | Balance as of December 31, 2016 | | $ | 680,000 | | | $ | 3,047,011 | | | $ | - | | | $ | - | | | $ | 513,629 | | Net change in unrealized appreciation (depreciation) | | | (97,305 | ) | | | 138,321 | | | | - | | | | - | | | | - | | Purchases and other adjustments to cost | | | 10,000 | | | | - | | | | - | | | | - | | | | 500,000 | | Sales and redemptions | | | (182,695 | ) | | | (746,225 | ) | | | - | | | | - | | | | - | | Net realized gain | | | 90,000 | | | | (118,881 | ) | | | - | | | | - | | | | - | | Balance as of September 30, 2017 | | $ | 500,000 | | | $ | 2,320,226 | | | $ | - | | | $ | - | | | $ | 1,013,629 | |
| | For the nine months ended September 30, 2022 | | | | | | | ST Non-banking Loans | | | Preferred Stock | | | Common Stock | | | Warrants | | | Other Equity | | Balance as of January 1, 2022 | | $ | 11,650,000 | | | $ | 1,200,000 | | | $ | — | | | $ | — | | | $ | 812,500 | | Net change in unrealized appreciation | | | — | | | | — | | | | — | | | | — | | | | — | | Purchases and other adjustments to cost | | | 13,914,333 | | | | - | | | | — | | | | — | | | | 10,000 | | Sales and redemptions | | | (9,523,585 | ) | | | — | | | | — | | | | — | | | | — | | Balance as of September 30, 2022 | | $ | 16,040,748 | | | $ | 1,200,000 | | | $ | — | | | $ | — | | | $ | 822,500 | |
The net change in unrealized depreciationappreciation for the nine months ended September 30, 20172022 attributable to Level 3 portfolio investments and loans still held atas of September 30, 20172022 is $541,678,$0, and is included in net change in unrealized appreciation (depreciation) on investments on the statement of operations. The following table lists our Level 3 investments held as of September 30, 2022 and the unobservable inputs used to determine their valuation: Security Type | | 9/30/22 FMV | | | Valuation Technique | | Unobservable Inputs | | Range | | ST Non-banking Loans | | $ | 16,040,748 | | | discounted cash flow | | determining private company interest rate based on credit | | 12-53 | % | Other Equity | | | 822,500 | | | last secured funding known by company | | economic changes since last funding | | | | Preferred Stock | | | 1,200,000 | | | last funding secured by company | | economic changes since last funding | | | | | | $ | 18,063,248 | | | | | | | | |
MILL CITY VENTURES III, LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2017
The following table presents a reconciliation of the beginning and ending fair value balances for our Level 3 portfolio investment and loan assets for the periodyear ended December 31, 2016:2021: | | Senior Secured Loans | | | Preferred Stock | | | Common Stock | | | Warrants | | | Other Equity | | | For the year ended December 31, 2021 | | | | Balance as of December 31, 2015 | | $ | 1,850,000 | | | $ | 1,080,000 | | | $ | - | | | $ | - | | | $ | 1,230,258 | | | | | | ST Non-banking Loans | | | Preferred Stock | | | Common Stock | | | Warrants | | | Other Equity | | Balance as of January 1, 2021 | | | $ | 2,789,000 | | $ | 300,000 | | $ | — | | $ | — | | $ | 278,897 | | Net change in unrealized appreciation | | | (122,500 | ) | | | 1,367,011 | | | | - | | | | - | | | | (5,579 | ) | | — | | — | | — | | — | | — | | Purchases and other adjustments to cost | | | 64,500 | | | | 600,000 | | | | - | | | | - | | | | 50,000 | | | 24,765,333 | | 900,000 | | — | | — | | 812,500 | | Sales and redemptions | | | (724,000 | ) | | | - | | | | - | | | | - | | | | (761,050 | ) | | (15,904,333 | ) | | — | | — | | — | | (278,897 | ) | Net realized gain | | | (388,000 | ) | | | - | | | | - | | | | - | | | | - | | | Balance as of December 31, 2016 | | $ | 680,000 | | | $ | 3,047,011 | | | $ | - | | | $ | - | | | $ | 513,629 | | | Balance as of December 31, 2021 | | | $ | 11,650,000 | | | $ | 1,200,000 | | | $ | — | | | $ | — | | | $ | 812,500 | |
The net change in unrealized appreciationdepreciation for the periodyear ended December 31, 20162021 attributable to Level 3 portfolio investments and loans still held atas of December 31, 2016 was $713,932,2021 is $0, and is included in net change in unrealized appreciation (depreciation) on investments on the statement of operations. The following table lists our Level 3 investments held as of December 31, 2021 and the unobservable inputs used to determine their valuation: Security Type | | 12/31/21 FMV | | | Valuation Technique | | Unobservable Inputs | | Range | | ST Non-banking Loans | | $ | 11,650,000 | | | discounted cash flow | | determining private company credit rating | | 12-44 | % | Other Equity | | | 812,500 | | | last secured funding known by company | | economic changes since last funding | | | | Preferred Stock | | | 1,200,000 | | | last funding secured by company | | economic changes since last funding | | | | | | $ | 13,662,500 | | | | | | | | |
NOTE 5 – RELATED-PARTY TRANSACTIONS We maintain a Code of Ethics and certain other policies relating to conflicts of interest and related-party transactions as well as policies and procedures relating to what regulations applicable to BDCs generally describe as “affiliate transactions.”policy. Nevertheless, from time to time we may hold investments in portfolio companies in which certain members of our management, our Board of Directors, or significant shareholders of ours, are also directly or indirectly invested. Our Board of Directors has adopted a policy to require our disclosure of these instances in our periodic filings withIn this regard, we entered into the SEC. Ourfollowing related-party transactions requiring disclosure under this policy are:transactions: | · | Mr. Joseph A. Geraci, II,On August 10, 2018, we entered into a loan transaction with Elizabeth Zbikowski who, along with her husband Scott Zbikowski, owned and continues to own approximately 534,445 shares of our Chief Financial Officer, and Mr. Douglas M. Polinsky, our Chief Executive Officer, hold direct and indirect interestscommon stock. In the transaction, we obtained a two-year promissory note in the principal amount of $250,000, which was subsequently amended such that the note presently matures in December 2022. The promissory note bears interest payable monthly at the rate of 10% per annum. The note is secured by the debtors’ pledge to us of 277,778 shares of our common stock of Southern Plains Resources,stock. The pledged shares are held in physical custody for us by Millennium Trust Company, as our custodial agent. | | | | | · | On January 3, 2022, we entered into a Loan and Security Agreement (the “Loan Agreement”) with Eastman Investment, Inc., a company in which we made investments in common stock in eachNevada corporation, and Lyle A. Berman, as trustee of March and July 2013. |
| · | A formerthe Lyle A. Berman Revocable Trust (collectively, the “Lenders”). Mr. Berman is a director of our company, Christopher Larson, hadCompany. Under the Loan Agreement, the Lenders made available to us a direct interest$5 million revolving line of credit for us to use in Mix 1 Life, Inc. and served as that company’s Chief Financial Officer at the timeordinary course of a portfolio investment we made in secured convertible debt of Mix 1 Life (together with common stock purchase warrants) in February 2014. In June 2014, Mr. Larson became a director of Mix 1 Life. In August 2014, we exercised our common stock purchase warrant on a cashless basisshort-term specialty finance business. See note 7 for the purchase of Mix 1 Life common stock. In March 2015, we invested in additional secured debt of Mix 1 Life. Mr. Larson resigned from his position as a director of Mill City Ventures in November 2015.further details. |
| · | Lantern Advisors, LLC is a limited liability company equally owned by Messrs. Geraci and Polinsky, and owns a cashless warrant to purchase up to 153,846 shares of Creative Realities, Inc. at a price of $0.70 per share through July 14, 2019. We made an initial investment in secured convertible debt of Creative Realities (together with common stock purchase warrants) in February 2015, and then a subsequent investment in secured convertible debt of Creative Realities (together with common stock purchase warrants) in December 2015. In December 2015, we also exchanged our common stock purchase warrant obtained in February 2015 for shares of Creative Realities common stock. |
MILL CITY VENTURES III, LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2017
NOTE 6 – COMMITMENTS AND CONTINGENCIESINCOME TAXES WePresently, we are a C-corporation for tax purposes and have booked an agreement to lease approximately 1,917 square feet of commercial space, and two parking spots, for a period of 62 months. The 62-month lease term began October 1, 2013 and runs through November 30, 2018. The total base rent expenseincome tax provision for the periods described below.
As of September 30, 2022 and December 31, 2021, we have a deferred tax asset of $4,000 and a deferred tax liability of $45,000, respectively. As of September 30, 2022, our net deferred tax asset consists of foreign tax credit carryforwards, unrealized gain/loss, and other book to tax timing differences. Our determination of the realizable deferred tax assets and liabilities requires the exercise of significant judgment, based in part on business plans and expectations about future outcomes. As of September 30, 2022 and December 31, 2021 we had accrued income taxes of $128,800 and $1,269,000, respectively. The change in accrued income taxes was largely driven by $1,536,000 of federal and state tax payments made during 2022. We recorded a benefit from income taxes of $28,442 (27% effective tax rate) and a benefit from income taxes of $300 (27% effective tax rate) during the three and nine-month periodsmonths ended September 30, 2017 was $11,3452022 and $34,034,September 30, 2021, respectively. The table below sets forthWe recorded income taxes of approximately $346,000 (27% effective tax rate) and $1,010,978 (30.4% effective tax rate) during the required annual minimum lease payments:nine months ended September 30, 2022 and September 30, 2021, respectively. Year | | Amount | | 2017 | | $ | 12,655 | | 2018 | | | 46,988 | | Total | | $ | 59,643 | |
NOTE 7 – INCOME TAXES We plan to be taxed as a regulated investment company, or “RIC,” and intend to comply with the requirements of the Code applicable to RICs. Currently, however, we have not elected to be treated as a RIC. Upon our election to be taxed as a RIC, we will be required to distribute at least 90% of our investment company taxable income, and we intend at that time to distribute to shareholders (or retain through a deemed distribution) all of our investment company taxable income and net capital gain. Based on the foregoing, we have made no provision for income taxes. The characterization of income and gains that we will distribute is determined in accordance with income tax regulations that may differ from GAAP. Book and tax basis differences relating to shareholder dividends and distributions and other permanent book and tax differences are reclassified to paid-in capital.
NOTE 8 – SHAREHOLDERS’ EQUITYLINE OF CREDIT
On September 25, 2017January 3, 2022, we repurchasedentered into a Loan and retired 1,084,091Security Agreement (the “Loan Agreement”) with Eastman Investment, Inc., a Nevada corporation, and Lyle A. Berman, as trustee of the Lyle A. Berman Revocable Trust (collectively, the “Lenders”). Mr. Berman is a director of our Company. Under the Loan Agreement, the Lenders made available to us a $5 million revolving line of credit for us to use in the ordinary course of our short-term specialty finance business. Amounts drawn under the Loan Agreement accrue interest at the per annum rate of 8%, and all our obligations under the Loan Agreement are secured by a grant of a collateral security interest in substantially all of our assets. As a Lender, Mr. Berman is obligated to furnish only one-half of the aggregate $5 million available under the Loan Agreement. The Loan Agreement has a five-year term ending on January 3, 2027, at which time all amounts owing under the Loan Agreement will become due and payable; subject, however, to each Lender’s right, including Mr. Berman, to terminate the Loan Agreement, solely with respect to such Lender’s obligation to provide further credit, at any time after January 3, 2023. In the event that a Lender, including Mr. Berman, terminates its lending obligations, the Loan Agreement requires that we repay such Lender, prior to the five-year maturity date, with the proceeds derived from specified investments. During the period January 3 to June 30, 2022, the Loan Agreement provided for us to pay a quarterly unused commitment fee equal to one-quarter of one percent of the amount of credit available but unused under the Loan Agreement, and requires us to pay such fee in the form of shares of our common stock at a per-share pricebased on our net asset value per share on the last day of $0.40.the applicable fiscal quarter. The Loan Agreement grants the Lenders piggyback registration rights subject to customary terms, conditions and exceptions. Beginning July 1, 2022, we became obligated under the Loan Agreement to pay the quarterly unused commitment fee in cash. At September 30, 2017,2022, the balance outstanding on the line was $2,313,000 with a maturity date of January 3, 2027. NOTE 8 – SHAREHOLDERS’ EQUITY At September 30, 2022, we had 11,067,4026,185,255 shares of common stock issued and outstanding. On August 9, 2022, the Company effected a stock combination (reverse stock split) of its common shares on a 1-for-2.25 basis such that every 2.25 shares of common stock issued and outstanding on that date were combined into one share of common stock. Any fractional share resulting from the reverse stock split was rounded up to the nearest whole share. The reverse stock split was approved by the Company’s board of directors in accordance with Minnesota law and resulted in a proportionate reduction in the number of authorized shares of capital stock available for issuance under the Company’s articles of incorporation. This reduction was affected pursuant to the filing of articles of amendment with the Minnesota Secretary of State indicating that the Company, on a post-reverse-split basis, is authorized to issue up to 111,111,111 shares of capital stock. On August 11, 2022, the Company completed its public offer and sale of 1,250,000 common shares pursuant to a registration statement filed with the SEC and declared effective on August 9, 2022. Shares were sold by the Company at $4.00 per share, resulting in gross proceeds of $5,000,000. As part of the registered public offering, the Company granted the underwriters a 45-day option to purchase up to 187,500 additional common shares at the offering price, less underwriting discounts. In connection with the offering, the Company issued the underwriter a five-year warrant to purchase up to 75,000 common shares at the per-share price of $5.00. Net proceeds to the Company after the payment of underwriting discounts, underwriting expenses, and the Company’s own offering-related expenses were approximately $4,041,000. NOTE 9 – PER-SHARE INFORMATION Basic net lossgain (loss) per common share is computed by dividing net lossincrease in net assets resulting from operations by the weighted-average number of common shares outstanding during the period. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net gain (loss) per common share is set forth below: | | For the Three Months Ended September 30, | | | For the Three Months Ended September 30, | | | | 2017 | | | 2016 | | | 2022 | | 2021 | | Numerator: Net increase in net asset value resulting from operations | | $ | 86,673 | | | $ | 142,254 | | | Numerator: Net increase in net assets resulting from operations | | | $ | (36,126 | ) | | $ | 31,288 | | Denominator: Weighted-average number of common shares outstanding | | | 12,092,575 | | | | 12,151,493 | | | | 5,512,737 | | | | 4,795,739 | | Basic and diluted net gain per common share | | $ | 0.01 | | | $ | 0.01 | | | $ | (0.01 | ) | | $ | 0.01 | |
| | For the Nine Months Ended September 30, | | | | 2022 | | | 2021 | | Numerator: Net increase in net assets resulting from operations | | $ | 893,993 | | | $ | 2,557,836 | | Denominator: Weighted-average number of common shares outstanding | | | 5,045,830 | | | | 4,795,075 | | Basic and diluted net gain per common share | | $ | 0.18 | | | $ | 0.53 | |
| | For the Nine Months Ended September 30, | | | | 2017 | | | 2016 | | Numerator: Net increase (decrease) in net asset value resulting from operations | | $ | 254,816 | | | $ | (233,869 | ) | Denominator: Weighted-average number of common shares outstanding | | | 12,131,638 | | | | 12,151,493 | | Basic and diluted net gain (loss) per common share | | $ | 0.02 | | | $ | (0.02 | ) |
MILL CITY VENTURES III, LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2017
NOTE 10 – OPERATING LEASES We are subject to two non-cancelable operating leases for office space expiring April 2, 2023. These leases do not have significant lease escalations, holidays, concessions, leasehold improvements, or other build-out clauses. Further, the leases do not contain contingent rent provisions. The leases do not include options to renew. Because our lease does not provide an implicit rate, we use our incremental borrowing rate in determining the present value of the lease payments. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The weighted-average discount rate as of December 31, 2021 was 4.5% and the weighted-average remaining lease term is one year. Under ASC 840, rent expense for office facilities for the three months ended September 30, 2022 and September 30, 2021 was $18,589 and $16,689, respectively. The components of our operating lease were as follows for the three and nine months ended September 30, 2022: | | Three Months Ended | | | Nine Months Ended | | | | September 30, 2022 | | | September 30, 2022 | | | | | | | | | Operating lease costs | | $ | 5,504 | | | $ | 15,787 | | Variable lease cost | | | 4,601 | | | | 13,724 | | Short-term lease cost | | | 8,484 | | | | 25,031 | | Total | | $ | 18,589 | | | $ | 54,542 | |
Supplemental balance sheet information consisted of the following at September 30, 2022: Operating Lease | | | | Right-of-use assets | | $ | 21,563 | | | | | | | Operating Lease Liability | | $ | 21,672 | | Less: short term portion | | | (21,672 | ) | Long term portion | | $ | — | |
Maturity analysis under lease agreements consisted of the following as of September 30, 2022: | | Operating Leases | | 2022 | | $ | 6,357 | | 2023 | | | 14,859 | | Total lease payments | | | 21,216 | | Plus: interest | | | 456 | | Present value of lease liabilities | | $ | 21,672 | |
NOTE 11 – FINANCIAL HIGHLIGHTS The following is a schedule of financial highlights for the nine months ended September 30, 2017 and 2016:2022 through 2018: | | Nine Months Ended September 30, 2017 | | | Nine Months Ended September 30, 2016 | | Per-share data(1): | | | | | | | | | Net asset value at beginning of period | | $ | 0.77 | | | $ | 0.72 | | Net investment loss | | | (0.04 | ) | | | (0.01 | ) | Net realized and unrealized gains (losses) | | | 0.06 | | | | (0.01 | ) | Repurchase of common stock | | | 0.04 | | | | - | | Net asset value at end of period | | $ | 0.83 | | | $ | 0.70 | | | | | | | | | | | Ratio/supplemental data: | | | | | | | | | Per-share market value of investments at end of period | | $ | 0.59 | | | $ | 0.52 | | Shares outstanding at end of period | | | 11,067,402 | | | | 12,151,493 | | Weighted-average shares outstanding for period | | | 12,131,638 | | | | 12,151,493 | | Net assets at end of period | | $ | 9,208,588 | | | $ | 8,507,419 | | Average net assets(2) | | $ | 9,446,407 | | | $ | 8,601,680 | | Portfolio turnover rate(3) | | | 21.01 | % | | | 16.07 | % | Ratio of operating expenses to average net assets(3) | | | (7.21 | )% | | | (6.51 | )% | Ratio of net investment loss to average net assets(3) | | | (5.47 | )% | | | (2.52 | )% | Ratio of realized gains (losses) to average net assets(3) | | | 4.89 | % | | | (5.35 | )% |
| | Nine Months Ended September 30, | | | | 2022 | | | 2021 | | | 2020 | | | 2019 | | | 2018 | | Per Share Data (1) | | | | | | | | | | | | | | | | Net asset value at beginning of period | | $ | 2.80 | | | | 2.43 | | | | 2.05 | | | | 2.30 | | | | 1.96 | | Net investment gain (loss) | | | 0.18 | | | | 0.20 | | | | 0.05 | | | | (0.11 | ) | | | (0.09 | ) | Net realized and unrealized gains (losses) | | | 0.02 | | | | 0.54 | | | | 0.14 | | | | 0.02 | | | | 0.34 | | Provision for income taxes | | | (0.05 | ) | | | (0.20 | ) | | | 0.00 | | | | 0.00 | | | | 0.00 | | Stock-based compensation | | | 0.05 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | Repurchase of common stock | | | 0.00 | | | | 0.00 | | | | 0.05 | | | | 0.00 | | | | 0.00 | | Other changes in equity | | | 0.02 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | Payment of common stock dividend | | | 0.00 | | | | (0.23 | ) | | | 0.00 | | | | (0.11 | ) | | | 0.00 | | Net asset value at end of period | | $ | 3.02 | | | | 2.74 | | | | 2.29 | | | | 2.10 | | | | 2.21 | | | | | | | | | | | | | | | | | | | | | | | Ratio / Supplemental Data | | | | | | | | | | | | | | | | | | | | | Per share market value of investments at end of period | | $ | 2.92 | | | | 2.30 | | | | 1.71 | | | | 1.58 | | | | 1.85 | | Shares outstanding at end of period | | | 6,185,255 | | | | 4,795,739 | | | | 4,754,104 | | | | 4,918,845 | | | | 4,918,845 | | Average weighted shares outstanding for the period | | | 5,045,830 | | | | 4,795,075 | | | | 4,836,170 | | | | 4,918,845 | | | | 4,918,845 | | Net assets at end of period | | $ | 18,658,595 | | | | 13,140,835 | | | | 10,805,062 | | | | 10,588,689 | | | | 11,278,889 | | Average net assets (2) | | $ | 15,081,352 | | | | 13,090,497 | | | | 10,220,482 | | | | 12,304,975 | | | | 9,955,674 | | Total investment return | | | 6.07 | % | | | 22.22 | % | | | 8.79 | % | | | (8.82 | )% | | | 12.64 | % | Portfolio turnover rate (3) | | | 66.81 | % | | | 124.55 | % | | | 18.18 | % | | | 7.11 | % | | | 11.55 | % | Ratio of operating expenses to average net assets (3) | | | (19.24 | )% | | | (10.31 | )% | | | (6.49 | )% | | | (7.70 | )% | | | (6.98 | )% | Ratio of net investment income (loss) to average net assets (3) | | | 10.09 | % | | | 9.87 | % | | | 3.35 | % | | | (6.40 | )% | | | (5.53 | )% | Ratio of realized gains (losses) to average net assets (3) | | | 1.18 | % | | | 40.81 | % | | | 7.06 | % | | | 57.36 | % | | | (12.79 | )% |
(1) | (1) | Per-share data was derived using the weighted-averageending number of shares outstanding for the period. |
(2) | (2) | Based on the monthly average of net assets as of the beginning and end of each period presented. |
(3) | (3) | Ratios are annualized. |
NOTE 11 – SUBSEQUENT EVENTS
None.
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. In addition, unless expressly stated otherwise, the comparisons presented in this MD&A refer to the same period in the prior year. Our MD&A is presented in seven sections: | · | Portfolio and Investment Activity |
| · | Critical Accounting Estimates |
| · | Off-Balance Sheet Arrangements |
| · | Forward Looking Statements |
OVERVIEW Mill City Ventures III, Ltd. is an investment companywas incorporated in the State of Minnesota on January 10, 2006. In this report, we generally refer to Mill City Ventures III, Ltd. in the first person “we.” On occasion, we refer to our company in the third person as “Mill City Ventures” or the “company.” We are an internally managed closed-end non-diversified management investment company. We have electedengaged in the business of providing short-term non-bank lending and specialty finance solutions to be regulated as a business development company, or “BDC,” under the Investment Company Act of 1940 (the “1940 Act”). To date, we have not made an election to be treated as a regulated investment company, or “RIC,” under the Internal Revenue Code of 1986 (the “Code”). We primarily focus on investing in or lending to privately held and small-cap publicly traded U.S. companies and making managerial assistance availableindividuals, generally on a secured basis. The loans we provide typically have maturities that are nine months or shorter, highly illiquid, and ordinarily involve a pledge of collateral or, in the case of loans made to such companies. These investments are typically structured as purchases of preferred or common stock, investment contracts, or loans evidenced by promissory notes that may be convertible into stock by their terms or that may be accompaniedcompanies, personal guarantees by the issuance to usprincipals of warrants or similar rights to purchase stock.the borrower. Our investmentsloans may be made for purposesreal estate acquisitions, renovation and sale, or other projects relating to real estate, title loans, inventory needs, inventory financing, solve for short-term liquidity needs, or for other similar purposes. We intend to remain opportunistic, however, and may occasionally engage in transactions that involve our acquisition of financing acquisitions, recapitalizations, buyouts, organic growth and working capital.other rights (such as stock, warrants or other equity-linked investments) or that are structured differently or uniquely. Our revenues relate to the gain we realize from the sale of securities we purchase, and to dividends and interest we derive from those securities. Our investmentbusiness objective is to generate both current incomerevenues from the interest and fees we charge, and capital appreciation that ultimately become gains.from any related investments we make.
Our principal sources of income are interest and fees associated with our loans such as origination fees, closing fees or exit fees. In connection with the short-term non-bank specialty finance loans we provide, we may receive reimbursement of legal costs associated with loan documentation. We occasionally derive income from dividends paid on equity securities we earn on our investments, and proceedshold from time to time, or from the sale or redemption of our investments.equity securities. Our statementsstatement of operations also reflect gain from increases and decreases in the carrying value of our assets and investments (i.e., unrealized appreciation)appreciation and depreciation). Our principal expenses relate to operating expenses, the largest components of which are generally professional fees, payroll, occupancy, and insurance expenses. Our statements of operations also reflect loss from decreases in the carrying value of our investments (i.e., unrealized depreciation). As a BDC, we are required to comply with certain regulatory requirements. For example, we must invest at least 70% of our total assets in “qualifying assets,” including securities of private or small-cap publicly traded U.S. companies and cash, cash equivalents, U.S. government securities and high quality debt investments that mature in one year or less. We may from time to time invest up to 30% of our assets opportunistically in other types of investments, including the securities of larger public companies and foreign securities. In addition, we will be permitted, under certain conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock, but only if our “asset coverage,” as defined in the 1940 Act, is at least equal to 200% immediately after each such issuance. In addition, while any senior securities remain outstanding, we must not make any dividend distribution to our shareholders or repurchase securities unless we meet the applicable asset-coverage ratios at the time of the dividend distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes.
Our MD&A should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2016,2021, as well as our reports on Forms 10-Q and 8-K and other publicly available information. All amounts herein are unaudited. In addition, the following discussion of our results of operations and financial condition should be read in the context of this overview. PORTFOLIO AND INVESTMENT ACTIVITY During the nine months ended September 30, 2017,2022, we made $1,984,412 in purchases$13,924,333 of investments in portfolio companiesand loans and had $2,821,876$10,076,483 of redemptions and repayments, resulting in net investments at amortized cost of $6,904,057 for$17,913,927 at the end of the period. During the nine months ended September 30, 2016,2021, we made $2,049,581 in purchases$18,133,352 of investments in portfolio companiesand loans and had $1,381,928$16,363,964 of redemptions and repayments, resulting in net investments at amortized cost of $7,538,930 for$10,562,451 at the end of that period. Our portfolioinvestment composition by major class, based on fair value at September 30, 2017,2022, was as follows: | | Investments at Fair Value | | | Percentage of Fair Value | | Senior Secured Loans | | $ | 500,000 | | | | 7.4 | % | Equity/Other | | | 6,293,306 | | | | 92.6 | | Total | | $ | 6,793,306 | | | | 100.0 | % |
| | Investments at Fair Value | | | Percentage of Fair Value | | Short-term Non-banking Loans | | $ | 16,040,748 | | | | 88.8 | % | Preferred Stock | | | 1,200,000 | | | | 6.6 | | Other Equity | | | 822,500 | | | | 4.6 | | Total | | $ | 18,063,248 | | | | 100.0 | % |
RESULTS OF OPERATIONS Our operating results for the three and nine months ended September 30, 20172022 and September 30, 20162021 were as follows: | | For the three months ended September 30, | | | For the nine months ended September 30, | | | | 2017 | | | 2016 | | | 2017 | | | 2016 | | Total investment income | | $ | 52,354 | | | $ | 113,232 | | | $ | 125,427 | | | $ | 279,283 | | Total expenses | | | (159,632 | ) | | | (152,396 | ) | | | (514,379 | ) | | | (442,210 | ) | Net investment loss | | $ | (107,278 | ) | | $ | (39,164 | ) | | $ | (388,952 | ) | | $ | (162,927 | ) |
| | For the Three Months Ended September 30, | | | For the Nine Months Ended September 30, | | | | 2022 | | | 2021 | | | 2022 | | | 2021 | | Investment Income: | | $ | 1,115,224 | | | $ | 755,601 | | | $ | 3,351,935 | | | $ | 1,977,992 | | Operating Expenses: | | | (1,179,792 | ) | | | (239,582 | ) | | | (2,227,865 | ) | | | (1,023,596 | ) | Net Investment Gain (Loss) | | $ | (64,568 | ) | | $ | 516,019 | | | $ | 1,124,070 | | | $ | 954,396 | |
Investment Income We generate revenue primarily in the form of interest income and capital gains, if any, onderived from the debt securitiesshort-term non-banking loans we own. We may also generate revenue from dividends and capital gains on equity investmentsprovide, together with fees we make, if any,charge in connection with those loans, such as commitment, origination, structuring, diligence, or on warrants or other equity interests that we may acquire.consulting fees. Any such fees will be recognized as earned. In some cases, the interest payable to us on our investmentsthe short-erm loans we provide may accrue or be paid in the form of additional debt. The principal amount of the debt instruments, together with any accrued but unpaid interest thereon, will generally become due at the maturity date of those debt instruments. WeOn occasion, we may also generate revenue in the form of commitment, origination, structuring, diligence,from dividends and capital gains on equity investments we make, if any, or consulting fees. Any such fees will be recognized as earned.on warrants or other equity interests that we may acquire. For the three and nine months ended September 30, 2017,2022, interest earned on our total investment incomeloan portfolio was $52,354$1,053,714 and $125,427,$2,840,425, respectively, and our fees charged in connection with the loans was attributable$61,510 and $511,510, respectively. For the three and nine months ended September 30, 2021, interest earned on our loan portfolio was $663,101 and $1,756,492, respectively, and our fees charged in connection with the loans was $92,500 and $221,500, respectively. The increase in the most recent period is primarily due to a combination of strong demand for our short-term loans and our enhanced ability to satisfy that demand with the additional cash resources we have derived from prior loans that have been repaid to us. Our loan portfolio generates interest income, from two eligible portfolio companies, Bravo Financial, LLC and DBR Enclave LLC, and dividend payments receivedwith a weighted-average interest rate on accountthe loans of investments in five eligible portfolio companies - OTC Markets Group Cl A, Simulations Plus, Inc., Tessco Technologies, Inc., Escalade Inc., and National American University Holdings, Inc., and dividends received on account of investments in three non-eligible portfolio companies.26%. Professional Fees For the three and nine months ended September 30, 2016, our total investment income was $113,2322022, we had $916,359 and $279,283, respectively, and was attributable to interest income from four eligible portfolio companies - Bravo Financial, LLC, Mix 1 Life, Inc., Creative Realities, Inc. and DBR Phase III US Investors, LLC - and dividend payments received on account of investments in five eligible portfolio companies - Educational Development Corp., OTC Markets Group Cl A, Tessco Technologies, Inc., National American University Holdings, Inc., and Simulations Plus, Inc .- and on account of investments in seven non-eligible portfolio companies. Operating Expenses
The composition of our operating expenses for the three and nine months ended September 30, 2017 and September 30, 2016 was as follows:
| | For the three months ended September 30, | | | For the nine months ended September 30, | | Expense item | | 2017 | | | 2016 | | | 2017 | | | 2016 | | Professional fees | | $ | 39,175 | | | $ | 47,632 | | | $ | 165,725 | | | $ | 133,116 | | Payroll | | | 51,562 | | | | 40,487 | | | | 160,349 | | | | 122,445 | | Occupancy | | | 22,225 | | | | 21,571 | | | | 64,556 | | | | 60,175 | | Insurance | | | 24,030 | | | | 18,782 | | | | 60,170 | | | | 58,869 | | Directors’ fees | | | 15,000 | | | | 15,000 | | | | 45,000 | | | | 43,956 | | Depreciation and amortization | | | 2,670 | | | | 3,213 | | | | 8,165 | | | | 9,637 | | Other general and administrative | | | 4,970 | | | | 5,711 | | | | 10,414 | | | | 14,012 | | Total | | $ | 159,632 | | | $ | 152,396 | | | $ | 514,379 | | | $ | 442,210 | |
For the three and nine months ended September 30, 2017, our$1,309,348 professional feefees expense, was $39,175 and $165,725, respectively. For the three and nine months ended September 30, 2016, our2021, we had $79,950 and $300,297 professional feefees expense, was $47,632 and $133,116, respectively. The increase for the nine months in 20172022 is due to legal costs incurred to close on several new short-term banking loans, to obtain our listing on the paymentNasdaq exchange,and our efforts to seek additional financing through a public offering of legal fees in connection with our collection efforts on bad debt, specifically relatingcommon stock to the Mix 1 Life Notes.grow our business.
Net Realized Gain from Investments For the three and nine months ended September 30, 2017, our payroll expense was $51,5622022, we had $2,098,585 and $160,349,$10,076,483, respectively, of sales of investments, resulting in $0 and $133,020 of realized gains, respectively. For the three and nine months ended September 30, 2016, our payroll expense was $40,4872021, we had $6,474,137 and $122,445, respectively. The increase$16,363,964, respectively, of sales of investments, resulting in 2017 is due to the payment$289,138 and $3,818,737, respectively, of the Officers’ health insurance benefits beginning in 2017.realized gains. Net Realized Gain fromChange in Unrealized Appreciation (Depreciation) on Investments For the three and nine months ended September 30, 2017, we2022, our investments had $338,241$0 of unrealized appreciation and $2,821,876, respectively,$16,297 of principal repayments, resulting in ($404,457) and $343,613, respectively, of realized gains and losses.unrealized depreciation, respectively. For the three and nine months ended September 30, 2016, we2021, our investments had $350,549$774,169 and $1,381,928, respectively,$1,204,319 of principal repayments, resulting in $186,427 and ($346,854), respectively, of realized gain and losses.unrealized depreciation, respectively.
Changes in Net Change in Unrealized Appreciation (Depreciation) on InvestmentsAssets from Operations For the three and nine months ended September 30, 2017, our investments had $598,408 and $300,155 of unrealized appreciation, respectively. For the three and nine months ended September 30, 2016, our investments had ($5,009) and $275,912 of unrealized appreciation (depreciation), respectively. Changes in Net Assets from Operations
For the three and nine months ended September 30, 2017,2022, we recorded a net decrease in net assets from operations of $36,126 and a net increase in net assets from operations of $86,673 and $254,816,$893,993, respectively. Based on the weighted-average number of shares of common stock outstanding for the three and nine months ended September 30, 2017,2022, our per-share net increasedecrease in net assets from operations was $0.01 and $0.02,our per share net increase from operations was $0.18, respectively. For the three and nine months ended September 30, 2016,2021, we recorded a net increase (decrease) in net assets from operations of $142,254$31,288 and ($233,869),$2,557,836, respectively. Based on the weighted-average number of shares of common stock outstanding for the three and nine months ended September 30, 2016,2021, our per-share net increase (decrease) in net assets from operations was $0.01 and ($0.02),$0.53, respectively.
Cash Flows for the Nine Monthsmonths Ended September 30, 20172022 and 20162021 The level of cash flows used in or provided by operating activities is affected primarily by the timingour provision of short-term loans, purchases of other investments, redemptions and repayments of portfolioour loans or investments, amongand other related factors. For the nine months ended September 30, 2017, net cash provided in operating activities was $425,763. Cash flows provided in operating activities for the nine months ended September 30, 2017 were primarily related to redemptions and repayments of $2,821,876, offset mostly by purchases of investments totaling $1,984,412. For the nine months ended September 30, 2016,2022, net cash used in operating activities was $906,046.$6,429,293. Cash flows used in operating activities for the nine months ended September 30, 20162022 were primarily related to the funding of our short-term loans and purchases of investments aggregating $13,924,333, offset mostly by redemptions and repayments of $1,381,928 offset mostly by purchases ofshort-term loans and investments totaling $2,049,581. The level of cash flows used in or provided by financing activities is affected by the issuance or retirement of common stock, among other factors.$10,076,483. For the nine months ended September 30, 2017,2021, net cash used in operating activities was $1,306,775. Cash flows used in operating activities for the nine months ended September 30, 2021 were primarily related to the funding of our short-term loans and purchases of investments aggregating $18,133,352, offset mostly by redemptions and repayments of short-term loans and investments totaling $16,363,964.
For the nine months ended September 30, 2022, net cash provided in financing activities was $6,354,795. Cash flows provided in financing activities for the nine months ended September 30, 2022 were primarily related to our public offering and our draw on the available line of credit, offset by payments against the line of credit. For the nine months ended September 30, 2021, net cash used in financing activities was $433,636.$539,296. Cash flows used in financing activities for the nine months ended September 30, 2017 was2021 were related to the purchase and retirementpayment of 1,084,091 shares of commonour stock during the third quarter. For the nine months ended September 30, 2016, there was no cash provided or used by financing activities.dividend to investors. FINANCIAL CONDITION As of September 30, 2017,2022, we had cash of $2,336,878,$1,861,650, a decrease of $7,873$74,498 from December 31, 2016. The primary use of2021. We expect that our existing funds, andtogether with any funds raised in the future, is expectedwill be used primarily to be forfund our investments in portfolio companies, cash distributions to our shareholdersprovision of short-term non-bank loans and specialty finance solutions or for other general corporate purposes, including paying forour operating expenses or debt service to the extentand servicing our existing debt. Pending use of our cash as described, we borrow or issue senior securities. Pending investmentmay invest some portion of our cash in portfolio companies, our investments may consist of cash, cash equivalents, U.S. government securities or other high quality debt securities maturing in one year or less from the time of investment, whichinvestment. On August 9, 2022, we refer to collectively as “temporary investments.” As of the date of this filing, we expect that substantially alleffected a stock combination (reverse stock split) of our temporary investments will be redeployedcommon shares on a 1-for-2.25 basis such that every 2.25 shares of common stock issued and outstanding on that date were combined into portfolio company investmentsone share of common stock. Any fractional share resulting from the reverse stock split was rounded up to the nearest whole share. The reverse stock split was approved by December 31, 2017. To the extent our Board of Directors determinesin accordance with Minnesota law, and resulted in a proportionate reduction in the future, based onnumber of authorized shares of capital stock available for issuance under our financial condition andarticles of incorporation. On a post-reverse-split basis, we are authorized to issue up to 111,111,111 shares of capital market conditions, that additional capital would allow us to take advantage of additional investment opportunities, we may seek to raise additional equity capital or to engage in borrowing, subject to the limitations on borrowing applicable to BDCs.stock.
RELATED-PARTY TRANSACTIONSOn August 11, 2022, we completed a public offer and sale of 1,250,000 common shares pursuant to a registration statement filed with the SEC and declared effective on August 9, 2022. We sold these shares at $4.00 per share, resulting in gross proceeds of $5,000,000. As part of the registered public offering, we granted the underwriters a 45-day option to purchase up to 187,500 additional common shares at the offering price, less underwriting discounts, which option was not exercised. In connection with the offering, we issued the underwriter a five-year warrant to purchase up to 75,000 common shares at the per-share price of $5.00. Our net proceeds after the payment of underwriting discounts, underwriting expenses, and offering-related expenses we incurred were otherwise obligated to pay, were approximately $4,041,000.
See Note 5 to our Financial Statements for disclosure of our related-party transactions and potential conflicts of interest.
CRITICAL ACCOUNTING ESTIMATES Our financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, or U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Critical accounting policies are those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. In preparing the financial statements, management will make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. In preparing the financial statements, management also will utilize available information, including our past history, industry standards and the current economic environment, among other factors, in forming its estimates and judgments, giving due consideration to materiality. Actual results will almost certainly differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to those of companies in similar businesses. As our expected operating results occur, we will describe additional critical accounting policies in the notes to our financial statements. Our most critical accounting policies relate to the valuation of our portfolio investments, and revenue recognition. For more information, see Note 2 “Significant Accounting Policies.”refer to our Annual Report on Form 10-K for the year ended December 31, 2021. OFF-BALANCE-SHEET ARRANGEMENTS During the nine months ended September 30, 2017,2022, we did not engage in any off-balance sheet arrangements as described in Item 303(a)(4) of Regulation S-K. FORWARD-LOOKING STATEMENTS Some of the statements made in this section of our report are forward-looking statements based on our management’s current expectations for our company. These expectations involve assumptions and are subject to substantial risks and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Forward-looking statements relate to future events or our future financial performance, and can ordinarily be identified by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. Important assumptions include our ability to identify and consummate new investments, achieve certain margins and levels of profitability, the availability of any needed additional capital, and the ability to maintain compliance with regulations applicable to us. Some of the forward-looking statements contained in this report relate to, and are based our current assumptions regarding, the following: | · | our future operating results; |
| · | our business prospects and the prospects of our portfolio companies; |
| · | the outcome of compliance inspections conducted from time to time by the SEC’s Office of Compliance and Inspections; |
| · | the success of our investments; |
| · | our relationships with third parties; |
| · | the dependence of our success on the general economy and its impact on the industries in which we invest; |
| · | the ability of our portfolio companies to achieve their objectives; |
| · | our expected financings and investments; |
| · | our regulatory structure and tax treatment; |
| · | our ability to operate as a BDC and to be taxed as a RIC; |
| · | the adequacy of our cash resources and working capital; and |
| · | the timing of cash flows, if any, we receive from the operations of our portfolio companies.investments. |
The foregoing list is not exhaustive. For a more complete summary of the risks and uncertainties facing our company and its business and relating to our forward-looking statements, please refer to our Annual Report on Form 10-K filed on March 28, 201710, 2021 (related to our year ended December 31, 2016)2021) and in particular the section thereof entitled “Risk Factors.” Because of the significant uncertainties inherent in forward-looking statements pertaining to our company, the inclusion of those statements should not be regarded as a representation or warranty by us or any other person that our objectives, plans, expectations or projections that are contained in this filing will be achieved in any specified time frame, if ever. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this filing. The forward-looking statements made in this report relate only to events as of the date on which the statements are made, and are excluded from the safe harbor protection provided by Section 21E of the Securities Exchange Act of 1934. ITEM 4. CONTROLS AND PROCEDURES We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance the objectives of the control system are met. As of September 30, 2017,2022, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of our disclosure controls and procedures as such term is defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures are effective as of September 30, 2017.2022. There were no significant changes in our internal controls over financial reporting that occurred during the fiscal quarter covered by this report that materially affected, or were reasonably likely to materially affect such controls. PART II. OTHER INFORMATION ITEM 6. EXHIBITS * Filed herewith
SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. | MILL CITY VENTURES III, LTD. | | | | | | Date: November 14, 201718, 2022 | By: | /s/ Douglas M. Polinsky | | | | Douglas M. Polinsky | | | Chief Executive Officer | | | Chief Executive Officer | |
Date: November 14, 201718, 2022 | By: | /s/ Joseph A. Geraci, II | | | | Joseph A. Geraci, II | | | | Chief Financial Officer | |
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