UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended March 31, 20222023
|
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _____ to _______
Commission File Number: 814-00235
Rand Capital Corporation
(Exact (Exact Name of Registrant as specified in its Charter)
New York | 16-0961359 | |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer
| |
1405 Rand Building, Buffalo, NY | 14203 | |
(Address of Principal executive offices) | (Zip Code) |
(716) 853-0802
(716) 853-0802
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $0.10 par value | RAND | Nasdaq Capital Market |
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. Yes ☒☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). 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 company | ☐ | |||
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 Act). Yes ☐ No ☒☑
As of May 9, 2022,2023, there were 2,581,021 shares of the registrant’s common stock outstanding.
RAND CAPITAL CORPORATION
TABLE OF CONTENTS FOR FORM 10-Q
PART I. – FINANCIAL INFORMATION
Item 1. | 1 | |||||
1 | ||||||
2 | ||||||
3 | ||||||
4 | ||||||
Consolidated Schedule of Portfolio Investments as of March 31, | 5 | |||||
Consolidated Schedule of Portfolio Investments as of December 31, | 13 | |||||
21 | ||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 35 | ||||
Item 3. | 42 | |||||
Item 4. |
PART II. – OTHER INFORMATION
42
Item 1. | 43 | |||||
Item 1A. | 43 | |||||
Item | 2. | |||||
43 | ||||||
Item 3. | 43 | |||||
Item 4. | 43 | |||||
Item 5. | 43 | |||||
Item | 6. | |||||
|
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements and Supplementary Data
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
March 31, 2022 (Unaudited) | December 31, 2021 |
| March 31, |
|
| December 31, |
| |||||||||
ASSETS |
|
|
|
|
|
| ||||||||||
Investments at fair value: |
|
|
|
|
|
| ||||||||||
Affiliate investments (cost of $28,016,127 and $27,357,797, respectively) | $ | 30,938,203 | $ | 30,279,873 | ||||||||||||
Non-Control/Non-Affiliate investments (cost of $23,028,790 and $25,012,871, respectively) | 31,473,439 | 33,788,589 | ||||||||||||||
|
| |||||||||||||||
Total investments, at fair value (cost of $51,044,917 and $52,370,668, respectively) | 62,411,642 | 64,068,462 | ||||||||||||||
Control investments (cost of $4,704,404 and $4,660,017, respectively) |
| $ | 3,580,594 |
|
| $ | 3,536,207 |
| ||||||||
Affiliate investments (cost of $35,706,050 and $30,204,160, |
|
| 43,743,479 |
|
|
| 38,241,589 |
| ||||||||
Non-Control/Non-Affiliate investments (cost of $20,589,821 and |
|
| 20,866,197 |
|
|
| 19,726,463 |
| ||||||||
Total investments, at fair value (cost of $61,000,275 and $55,716,237, |
|
| 68,190,270 |
|
|
| 61,504,259 |
| ||||||||
Cash | 596,793 | 833,875 |
|
| 1,841,162 |
|
|
| 1,368,996 |
| ||||||
Interest receivable | 195,797 | 128,047 |
|
| 209,492 |
|
|
| 208,338 |
| ||||||
Prepaid income taxes | 234,567 | 252,010 |
|
| 43,939 |
|
|
| 76,396 |
| ||||||
Deferred tax asset | 191,319 | 181,003 |
|
| 33,695 |
|
|
| 28,160 |
| ||||||
Other assets | 295,103 | 181,457 |
|
| 286,715 |
|
|
| 295,043 |
| ||||||
|
| |||||||||||||||
Total assets | $ | 63,925,221 | $ | 65,644,854 |
| $ | 70,605,273 |
|
| $ | 63,481,192 |
| ||||
|
| |||||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (NET ASSETS) | LIABILITIES AND STOCKHOLDERS’ EQUITY (NET ASSETS) |
|
|
|
|
|
| |||||||||
Liabilities: |
|
|
|
|
| |||||||||||
Due to investment adviser | $ | 240,275 | $ | 891,102 |
| $ | 245,768 |
|
| $ | 562,221 |
| ||||
Accounts payable and accrued expenses | 49,952 | 51,689 |
|
| 97,660 |
|
|
| 66,680 |
| ||||||
Line of credit (see Note 6) |
|
| 7,950,000 |
|
|
| 2,550,000 |
| ||||||||
Capital gains incentive fees | 3,308,000 | 3,547,760 |
|
| 2,458,000 |
|
|
| 2,167,000 |
| ||||||
Deferred revenue | 379,268 | 408,887 |
|
| 478,452 |
|
|
| 413,971 |
| ||||||
|
| |||||||||||||||
Total liabilities | 3,977,495 | 4,899,438 |
|
| 11,229,880 |
|
|
| 5,759,872 |
| ||||||
Commitments and contingencies (See Note 5) |
|
|
|
|
| |||||||||||
Stockholders’ equity (net assets): |
|
|
|
|
| |||||||||||
Common stock, $0.10 par; shares authorized 100,000,000; shares issued: 2,648,916; shares outstanding: 2,581,021 at 3/31/22 and 12/31/21 | 264,892 | 264,892 | ||||||||||||||
Common stock, $0.10 par; shares authorized 100,000,000; shares issued: |
|
| 264,892 |
|
|
| 264,892 |
| ||||||||
Capital in excess of par value | 51,679,809 | 51,679,809 |
|
| 51,464,267 |
|
|
| 51,464,267 |
| ||||||
Treasury stock, at cost: 67,895 shares at 3/31/22 and 12/31/21 | (1,566,605 | ) | (1,566,605 | ) | ||||||||||||
Treasury stock, at cost: 67,895 shares at 3/31/23 and 12/31/22 |
|
| (1,566,605 | ) |
|
| (1,566,605 | ) | ||||||||
Total distributable earnings | 9,569,630 | 10,367,320 |
|
| 9,212,839 |
|
|
| 7,558,766 |
| ||||||
|
| |||||||||||||||
Total stockholders’ equity (net assets) (per share – 3/31/22: $23.23; 12/31/21: $23.54) | 59,947,726 | 60,745,416 | ||||||||||||||
|
| |||||||||||||||
Total stockholders’ equity (net assets) (per share – 3/31/23: $23.00; |
|
| 59,375,393 |
|
|
| 57,721,320 |
| ||||||||
Total liabilities and stockholders’ equity (net assets) | $ | 63,925,221 | $ | 65,644,854 |
| $ | 70,605,273 |
|
| $ | 63,481,192 |
| ||||
|
|
See accompanying notes
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended March 31, 2022 | Three months ended March 31, 2021 | |||||||
Investment income: | ||||||||
Interest from portfolio companies: | ||||||||
Affiliate investments | $ | 570,116 | $ | 319,416 | ||||
Non-Control/Non-Affiliate investments | 342,023 | 391,346 | ||||||
|
|
|
| |||||
Total interest from portfolio companies | 912,139 | 710,762 | ||||||
|
|
|
| |||||
Interest from other investments: | ||||||||
Non-Control/Non-Affiliate investments | — | 12,627 | ||||||
|
|
|
| |||||
Total interest from other investments | — | 12,627 | ||||||
|
|
|
| |||||
Dividend and other investment income: | ||||||||
Affiliate investments | 43,725 | 94,926 | ||||||
Non-Control/Non-Affiliate investments | 129,265 | 151,743 | ||||||
|
|
|
| |||||
Total dividend and other investment income | 172,990 | 246,669 | ||||||
|
|
|
| |||||
Fee income: | ||||||||
Affiliate investments | 30,305 | 39,356 | ||||||
Non-Control/Non-Affiliate investments | 9,314 | 6,978 | ||||||
|
|
|
| |||||
Total fee income | 39,619 | 46,334 | ||||||
|
|
|
| |||||
Total investment income | 1,124,748 | 1,016,392 | ||||||
|
|
|
| |||||
Expenses: |
| |||||||
Base management fee (see Note 7) | 240,275 | 175,609 | ||||||
Capital gains incentive fees (see Note 7) | (239,760 | ) | 2,600,000 | |||||
Interest on SBA obligations | — | 104,190 | ||||||
Professional fees | 231,083 | 160,133 | ||||||
Stockholders and office operating | 56,698 | 71,422 | ||||||
Directors’ fees | 45,100 | 36,500 | ||||||
Insurance | 8,910 | 10,327 | ||||||
Corporate development | 3,027 | 7,482 | ||||||
Other operating | 45 | — | ||||||
|
|
|
| |||||
Total expenses | 345,378 | 3,165,663 | ||||||
|
|
|
| |||||
Net investment income (loss) before income taxes | 779,370 | (2,149,271 | ) | |||||
Income tax expense | 7,367 | 17,757 | ||||||
|
|
|
| |||||
Net investment income (loss) | 772,003 | (2,167,028 | ) | |||||
|
|
|
| |||||
Net realized (loss) gain on sales and dispositions of investments: |
| |||||||
Affiliate investments | — | 135,430 | ||||||
Non-Control/Non-Affiliate investments | (851,471 | ) | 175,325 | |||||
|
|
|
| |||||
Net realized (loss) gain on sales and dispositions of investments | (851,471 | ) | 310,755 |
|
| Three months ended |
|
| Three months ended |
| ||
Investment income: |
|
|
|
|
|
| ||
Interest from portfolio companies: |
|
|
|
|
|
| ||
Control investments |
| $ | 150,916 |
|
| $ | — |
|
Affiliate investments |
|
| 787,821 |
|
|
| 570,116 |
|
Non-Control/Non-Affiliate investments |
|
| 358,166 |
|
|
| 342,023 |
|
Total interest from portfolio companies |
|
| 1,296,903 |
|
|
| 912,139 |
|
Interest from other investments: |
|
|
|
|
|
| ||
Non-Control/Non-Affiliate investments |
|
| 132 |
|
|
| — |
|
Total interest from other investments |
|
| 132 |
|
|
| — |
|
Dividend and other investment income: |
|
|
|
|
|
| ||
Affiliate investments |
|
| 347,148 |
|
|
| 43,725 |
|
Non-Control/Non-Affiliate investments |
|
| 127,595 |
|
|
| 129,265 |
|
Total dividend and other investment income |
|
| 474,743 |
|
|
| 172,990 |
|
Fee income: |
|
|
|
|
|
| ||
Control investments |
|
| 3,900 |
|
|
| — |
|
Affiliate investments |
|
| 67,842 |
|
|
| 30,305 |
|
Non-Control/Non-Affiliate investments |
|
| 7,978 |
|
|
| 9,314 |
|
Total fee income |
|
| 79,720 |
|
|
| 39,619 |
|
Total investment income |
|
| 1,851,498 |
|
|
| 1,124,748 |
|
Expenses: |
|
|
|
|
|
| ||
Base management fee (see Note 8) |
|
| 245,393 |
|
|
| 240,275 |
|
Capital gains incentive fees (see Note 8) |
|
| 291,000 |
|
|
| (239,760 | ) |
Professional fees |
|
| 170,975 |
|
|
| 231,083 |
|
Interest expense |
|
| 158,400 |
|
|
| — |
|
Stockholders and office operating |
|
| 64,304 |
|
|
| 56,698 |
|
Directors' fees |
|
| 63,850 |
|
|
| 45,100 |
|
Administrative fees |
|
| 37,250 |
|
|
| — |
|
Insurance |
|
| 12,960 |
|
|
| 8,910 |
|
Corporate development |
|
| 3,713 |
|
|
| 3,027 |
|
Other operating |
|
| — |
|
|
| 45 |
|
Total expenses |
|
| 1,047,845 |
|
|
| 345,378 |
|
Net investment income before income taxes: |
|
| 803,653 |
|
|
| 779,370 |
|
Income tax expense |
|
| 88,737 |
|
|
| 7,367 |
|
Net investment income |
|
| 714,916 |
|
|
| 772,003 |
|
Net realized gain (loss) on sales and dispositions of investments: |
|
|
|
|
|
| ||
Affiliate investments |
|
| 58,329 |
|
|
| — |
|
Non-Control/Non-Affiliate investments |
|
| (4,941 | ) |
|
| (851,471 | ) |
Net realized gain (loss) on sales and dispositions of investments |
|
| 53,388 |
|
|
| (851,471 | ) |
Net change in unrealized appreciation/depreciation on |
|
|
|
|
|
| ||
Non-Control/Non-Affiliate investments |
|
| 1,401,973 |
|
|
| (331,069 | ) |
Net change in unrealized appreciation/depreciation on |
|
| 1,401,973 |
|
|
| (331,069 | ) |
Net realized and unrealized gain (loss) on investments |
|
| 1,455,361 |
|
|
| (1,182,540 | ) |
Net increase (decrease) in net assets from operations |
| $ | 2,170,277 |
|
| $ | (410,537 | ) |
Weighted average shares outstanding |
|
| 2,581,021 |
|
|
| 2,581,021 |
|
Basic and diluted net increase (decrease) in net assets from |
| $ | 0.84 |
|
| $ | (0.16 | ) |
Net change in unrealized appreciation (depreciation) on investments: | ||||||||
Non-Control/Non-Affiliate investments | (331,069 | ) | 9,887,032 | |||||
|
|
|
| |||||
Net change in unrealized appreciation (depreciation) on investments | (331,069 | ) | 9,887,032 | |||||
|
|
|
| |||||
Net realized and unrealized (loss) gain on investments | (1,182,540 | ) | 10,197,787 | |||||
|
|
|
| |||||
Net (decrease) increase in net assets from operations | ($ | 410,537 | ) | $ | 8,030,759 | |||
|
|
|
| |||||
Weighted average shares outstanding | 2,581,021 | 2,582,169 | ||||||
Basic and diluted net (decrease) increase in net assets from operations per share | ($ | 0.16 | ) | $ | 3.11 |
See accompanying notes
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)
Three months ended March 31, 2022 | Three months ended March 31, 2021 | |||||||
Net assets at beginning of period | $ | 60,745,416 | $ | 46,104,830 | ||||
Net investment income (loss) | 772,003 | (2,167,028 | ) | |||||
Net realized (loss) gain on sales and dispositions of investments | (851,471 | ) | 310,755 | |||||
Net change in unrealized appreciation (depreciation) on investments | (331,069 | ) | 9,887,032 | |||||
|
|
|
| |||||
Net (decrease) increase in net assets from operations | (410,537 | ) | 8,030,759 | |||||
Declaration of dividends | (387,153 | ) | (258,385 | ) | ||||
|
|
|
| |||||
Net assets at end of period | $ | 59,947,726 | $ | 53,877,204 | ||||
|
|
|
|
|
| Three months ended |
|
| Three months ended |
| ||
Net assets at beginning of period |
| $ | 57,721,320 |
|
| $ | 60,745,416 |
|
Net investment income |
|
| 714,916 |
|
|
| 772,003 |
|
Net realized gain (loss) on sales and dispositions of investments |
|
| 53,388 |
|
|
| (851,471 | ) |
Net change in unrealized appreciation/depreciation on investments |
|
| 1,401,973 |
|
|
| (331,069 | ) |
Net increase (decrease) in net assets from operations |
|
| 2,170,277 |
|
|
| (410,537 | ) |
Declaration of dividend |
|
| (516,204 | ) |
|
| (387,153 | ) |
Net assets at end of period |
| $ | 59,375,393 |
|
| $ | 59,947,726 |
|
See accompanying notes
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three months ended March 31, 2022 | Three months ended March 31, 2021 |
| Three months ended |
|
| Three months ended |
| |||||||||
Cash flows from operating activities: |
|
|
|
|
|
| ||||||||||
Net (decrease) increase in net assets from operations | ($ | 410,537 | ) | $ | 8,030,759 | |||||||||||
Adjustments to reconcile net (decrease) increase in net assets to net cash provided by (used in) operating activities: | ||||||||||||||||
Net increase (decrease) in net assets from operations |
| $ | 2,170,277 |
|
| $ | (410,537 | ) | ||||||||
Adjustments to reconcile net increase (decrease) in net assets to net cash (used in) |
|
|
|
|
|
| ||||||||||
Investments in portfolio companies | (542,086 | ) | (6,706,706 | ) |
|
| (5,570,000 | ) |
|
| (542,086 | ) | ||||
Proceeds from sale of portfolio investments | 1,079,589 | 1,057,489 |
|
| 268,329 |
|
|
| 1,079,589 |
| ||||||
Proceeds from loan repayments | 90,175 | 3,735,430 |
|
| 300,000 |
|
|
| 90,175 |
| ||||||
Net realized loss (gain) on portfolio investments | 851,471 | (310,755 | ) | |||||||||||||
Change in unrealized appreciation (depreciation) on investments before income taxes | 331,069 | (9,887,032 | ) | |||||||||||||
Deferred income tax (benefit) expense | (10,316 | ) | 3,492 | |||||||||||||
Depreciation and amortization | — | 9,419 | ||||||||||||||
Net realized gain (loss) on sales and dispositions of portfolio investments |
|
| (53,388 | ) |
|
| 851,471 |
| ||||||||
Change in unrealized (appreciation) depreciation on investments |
|
| (1,401,973 | ) |
|
| 331,069 |
| ||||||||
Deferred income tax benefit |
|
| (5,535 | ) |
|
| (10,316 | ) | ||||||||
Amortization |
|
| 6,250 |
|
|
| — |
| ||||||||
Original issue discount amortization | (6,252 | ) | (91,753 | ) |
|
| (7,752 | ) |
|
| (6,252 | ) | ||||
Non-cash conversion of debenture interest | (147,146 | ) | (56,157 | ) |
|
| (216,286 | ) |
|
| (147,146 | ) | ||||
Changes in operating assets and liabilities: |
|
|
|
|
|
| ||||||||||
Increase in interest receivable | (67,750 | ) | (55,850 | ) |
|
| (1,154 | ) |
|
| (67,750 | ) | ||||
Increase in other assets | (113,646 | ) | (135,571 | ) |
|
| (2,863 | ) |
|
| (113,646 | ) | ||||
Decrease (increase) in prepaid income taxes | 17,443 | (4,361 | ) | |||||||||||||
Decrease in accounts payable and accrued expenses | (1,737 | ) | (71,897 | ) | ||||||||||||
(Decrease) increase in due to investment adviser | (650,827 | ) | 18,610 | |||||||||||||
(Decrease) increase in capital gains incentive fees payable | (239,760 | ) | 2,600,000 | |||||||||||||
(Decrease) increase in deferred revenue | (29,619 | ) | 104,331 | |||||||||||||
|
| |||||||||||||||
Decrease in prepaid income taxes |
|
| 32,457 |
|
|
| 17,443 |
| ||||||||
Increase (decrease) in accounts payable and accrued expenses |
|
| 30,980 |
|
|
| (1,737 | ) | ||||||||
Decrease in due to investment adviser |
|
| (316,453 | ) |
|
| (650,827 | ) | ||||||||
Increase (decrease) in capital gains incentive fees payable |
|
| 291,000 |
|
|
| (239,760 | ) | ||||||||
Increase (decrease) in deferred revenue |
|
| 64,481 |
|
|
| (29,619 | ) | ||||||||
Total adjustments | 560,608 | (9,791,311 | ) |
|
| (6,581,907 | ) |
|
| 560,608 |
| |||||
|
| |||||||||||||||
Net cash provided by (used in) operating activities | 150,071 | (1,760,552 | ) | |||||||||||||
|
| |||||||||||||||
Net cash (used in) provided by operating activities |
|
| (4,411,630 | ) |
|
| 150,071 |
| ||||||||
Cash flows from financing activities: |
|
|
|
|
|
| ||||||||||
Proceeds from line of credit |
|
| 5,400,000 |
|
|
| — |
| ||||||||
Payment of cash dividend | (387,153 | ) | (3,692,501 | ) |
|
| (516,204 | ) |
|
| (387,153 | ) | ||||
|
| |||||||||||||||
Net cash used in financing activities | (387,153 | ) | (3,692,501 | ) | ||||||||||||
|
| |||||||||||||||
Net decrease in cash | (237,082 | ) | (5,453,053 | ) | ||||||||||||
Net cash provided by (used in) financing activities |
|
| 4,883,796 |
|
|
| (387,153 | ) | ||||||||
Net increase (decrease) in cash |
|
| 472,166 |
|
|
| (237,082 | ) | ||||||||
Cash: |
|
|
|
|
|
| ||||||||||
Beginning of period | 833,875 | 20,365,415 |
|
| 1,368,996 |
|
|
| 833,875 |
| ||||||
|
| |||||||||||||||
End of period | $ | 596,793 | $ | 14,912,362 |
| $ | 1,841,162 |
|
| $ | 596,793 |
| ||||
|
|
See accompanying notes
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
March 31, 20222023
(Unaudited)
Company, Geographic Location, Business | (a) Type of Investment | (b) Date Acquired | (c) Equity | Cost | (d)(f) Fair Value | Percent of Net Assets | ||||||||||||||||
Non-Control/Non-Affiliate Investments – 52.5% of net assets: (j) | ||||||||||||||||||||||
ACV Auctions, Inc. (e)(g)(n)(p) Buffalo, NY. Live mobile wholesale auctions for new and used car dealers. (Software) www.acvauctions.com | 405,934 Class A Common stock valued at $15.09. | 8/12/16 | <1 | % | $ | 111,299 | $ | 6,124,191 | 10.2 | % | ||||||||||||
Ares Capital Corporation (n) New York, NY. (BDC Investment Fund) | 21,000 shares. | 3/16/20 | <1 | % | 267,140 | 439,740 | 0.7 | % | ||||||||||||||
Barings BDC, Inc. (n) New York, NY. (BDC Investment Fund) | 40,000 shares. | 8/13/20 | <1 | % | 333,352 | 414,667 | 0.7 | % | ||||||||||||||
Caitec, Inc. (l) Halethorpe, MD. Pet product manufacturer and distributor. (Consumer Goods) www.caitec.com | $1,750,000 Subordinated Secured Promissory Note at 12% (+2% PIK) due June 1, 2026. | 11/6/20 | 2 | % | | 1,800,250 | | 1,800,250 | 6.5 | % | ||||||||||||
150 Class A Units. | 11/6/20 | 150,000 | 150,000 | |||||||||||||||||||
(g) $1,750,000 Subordinated Secured Promissory Note at 12% (+2% PIK) due June 1, 2026. | 11/6/20 | 2 | % | | 1,800,250 | | 1,800,250 | |||||||||||||||
(g) 150 Class A Units. | 11/6/20 | 150,000 | 150,000 | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
Total Caitec | 3,900,500 | 3,900,500 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||
Empire Genomics Corp. (g) Buffalo, NY. Molecular diagnostics company that offers a comprehensive menu of assay services for diagnosing and guiding patient therapeutic treatments. (Health Care) www.empiregenomics.com | $444,915 + $1,000,000 Secured Promissory Notes at 8% due December 31, 2026. | 5/3/21 | 0 | % | | 1,444,915 | | 1,444,915 | 2.4 | % | ||||||||||||
FS KKR Capital Corp. (n) Philadelphia, PA. (BDC Investment Fund) | 48,000 shares. | 3/16/20 | <1 | % | 755,058 | 1,095,520 | 1.8 | % | ||||||||||||||
Golub Capital BDC, Inc. (n) New York, NY. (BDC Investment Fund) | 31,250 shares. | 3/16/20 | <1 | % | 403,910 | 475,417 | 0.8 | % | ||||||||||||||
GoNoodle, Inc. (g)(h)(l) Nashville, TN. Student engagement education software providing core aligned physical activity breaks. (Software) www.gonoodle.com | $1,500,000 Secured Note at 12% (1% PIK) due September 30, 2024. | 11/1/19 | <1 | % | | 1,401,233 | | 1,401,233 | 2.3 | % | ||||||||||||
Warrant for 47,324 Series C Preferred. | 3/1/15 | 25 | 25 | |||||||||||||||||||
Warrant for 21,948 Series D Preferred. | 11/1/19 | 38 | 38 | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
Total GoNoodle | 1,401,296 | 1,401,296 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||
HDI Acquisition LLC (Hilton Displays) (l) Greenville, NC. HDI is engaged in manufacturing, installation and maintenance of signage and brands. (Manufacturing) www.hiltondisplays.com | $1,245,119 Term Loan at 12% (+2% PIK) due June 20, 2023. | 11/8/19 | 0 | % | | 1,307,701 | | 1,307,701 | 2.2 | % | ||||||||||||
Lumious (Tech 2000, Inc.) (g) Herndon, VA. Develops and delivers IT training. (Software) www.t2000inc.com | $850,000 Replacement Term Note at 14% due November 15, 2023. | 11/16/18 | 0 | % | | 860,777 | | 860,777 | 1.4 | % | ||||||||||||
Mattison Avenue Holdings LLC (l) Dallas, TX. Provider of upscale salon spaces for lease. (Professional Services) www.mattisonsalonsuites.com | $1,794,944 Third Amended, Restated and Consolidated Promissory Note at 14% (2% PIK) due December 9, 2023. | 6/23/21 | 0 | % | | 1,828,459 | | 1,828,459 | 3.1 | % |
Company, Geographic Location, Business Description, (Industry) and Website |
| (a) |
| (b) |
| (c) |
| Cost |
|
| (d)(f) |
|
| Percent of Net Assets | ||
Non-Control/Non-Affiliate Investments – 35.1% of net assets: (g) (j) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
ACV Auctions, Inc. (e)(n) |
| 319,934 shares of Class A Common Stock valued at $12.61 per share. |
| 8/12/16 |
| <1% |
| $ | 87,219 |
|
| $ | 4,033,301 |
|
| 6.8% |
Buffalo, NY. Live mobile wholesale auctions for new and used car dealers. (Software) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
www.acvauctions.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Ares Capital Corporation (n) |
| 21,000 shares. |
| 3/16/20 |
| <1% |
|
| 267,140 |
|
|
| 380,100 |
|
| 0.6% |
Barings BDC, Inc. (n) |
| 40,000 shares. |
| 8/13/20 |
| <1% |
|
| 333,352 |
|
|
| 313,600 |
|
| 0.5% |
Caitec, Inc. (l) |
| $1,750,000 Subordinated Secured Promissory Note at 12% (+2% PIK) due June 1, 2026. |
| 11/6/20 |
| 4% |
|
| 1,837,096 |
|
|
| 1,837,096 |
|
| 6.7% |
www.caitec.com |
| 150 Class A Units. |
| 11/6/20 |
|
|
|
| 150,000 |
|
|
| 150,000 |
|
|
|
|
| $1,750,000 Subordinated Secured Promissory Note at 12% (+2% PIK) due June 1, 2026. |
| 11/6/20 |
|
|
|
| 1,837,096 |
|
|
| 1,837,096 |
|
|
|
|
| 150 Class A Units. |
| 11/6/20 |
|
|
|
| 150,000 |
|
|
| 150,000 |
|
|
|
|
| Total Caitec |
|
|
|
|
|
| 3,974,192 |
|
|
| 3,974,192 |
|
|
|
Carlyle Secured Lending Inc. (formerly TCG BDC, Inc.) (n) |
| 86,000 shares. |
| 8/13/20 |
| <1% |
|
| 899,749 |
|
|
| 1,174,760 |
|
| 2.0% |
FS KKR Capital Corp. (n) |
| 48,000 shares. |
| 3/16/20 |
| <1% |
|
| 755,058 |
|
|
| 883,360 |
|
| 1.5% |
GoNoodle, Inc. (l) |
| $1,500,000 Secured Note at 12% (1% PIK) due September 30, 2024. |
| 11/1/19 |
| <1% |
|
| 1,415,297 |
|
|
| 1,415,297 |
|
| 2.4% |
software providing core aligned physical |
| Warrant for 47,324 Series C Preferred. |
| 3/1/15 |
|
|
|
| 25 |
|
|
| 25 |
|
|
|
activity breaks. (Software) |
| Warrant for 21,948 Series D Preferred. |
| 11/1/19 |
|
|
|
| 38 |
|
|
| 38 |
|
|
|
www.gonoodle.com |
| Total GoNoodle |
|
|
|
|
|
| 1,415,360 |
|
|
| 1,415,360 |
|
|
|
HDI Acquisition LLC (Hilton Displays) (h) (l) |
| $1,245,119 Term Loan at 12% (+2% PIK) due June 30, 2025. |
| 11/8/19 |
| 0% |
|
| 1,034,421 |
|
|
| 1,034,421 |
|
| 1.7% |
and maintenance of signage and brands. (Manufacturing) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
www.hiltondisplays.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Lumious (Tech 2000, Inc.) |
| $850,000 Replacement Term Note at 14% due December 1, 2024. |
| 11/16/18 |
| 0% |
|
| 789,944 |
|
|
| 789,944 |
|
| 1.3% |
training. (Software) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
www.t2000inc.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Mattison Avenue Holdings LLC (l) |
| $1,794,944 Third Amended, Restated and Consolidated Promissory Note at 12% (2% PIK) due December 9, 2023. |
| 6/23/21 |
| 0% |
|
| 1,865,819 |
|
|
| 1,865,819 |
|
| 3.1% |
www.mattisonsalonsuites.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
March 31, 20222023 (Continued)
(Unaudited)
Company, Geographic Location, Business | (a) Type of Investment | (b) Date Acquired | (c) Equity | Cost | (d)(f) Fair Value | Percent of Net Assets | ||||||||||||||||
Nailbiter, Inc. Reston, VA. Video-metrics data analytics supporting name brand Consumer Products Groups (CPG) shopping behavioral insight. (Professional Services) www.nailbiter.com | $2,250,000 Membership Interest of USB Focus Fund Nailbiter I, LLC with economic interest of $2,250,000 Subordinated Secured Promissory Note at net 9% due November 23, 2024. | 11/22/21 | <1 | % | | 2,250,000 | | 2,250,000 | 3.8 | % | ||||||||||||
Warrants for Preferred stock of Nailbiter, Inc. | — | — | ||||||||||||||||||||
OnCore Golf Technology, Inc. (e)(g) Buffalo, NY. Patented and proprietary golf balls utilizing technology and innovation. (Consumer Product) www.oncoregolf.com | 300,483 Preferred AA. | 11/30/18 | 3 | % | 752,712 | 300,000 | 0.5 | % | ||||||||||||||
Open Exchange, Inc.(e)(g) Lincoln, MA. Online presentation and training software. (Software) www.openexc.com | 397,899 Series C Preferred. | 11/13/13 | 3 | % | 1,193,697 | 2,785,000 | 9.3 | % | ||||||||||||||
397,899 Common. | 10/22/19 | 208,243 | 2,785,000 | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
Total Open Exchange | 1,401,940 | 5,570,000 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||
Owl Rock Capital Corporation (n) New York, NY. (BDC Investment Fund) | 30,000 shares. | 3/16/20 | <1 | % | 347,067 | 446,000 | 0.7 | % | ||||||||||||||
PennantPark Investment Corporation (n) New York, NY. (BDC Investment Fund) | 195,000 shares. | 8/13/20 | <1 | % | 892,212 | 1,515,800 | 2.6 | % | ||||||||||||||
PostProcess Technologies, Inc. (e)(g) Buffalo, NY. Provides innovative solutions for the post-processing of additive manufactured 3D parts. (Manufacturing) www.postprocess.com | 360,002 Series A1 Preferred. | 11/1/19 | <1 | % | 348,875 | 348,875 | 0.6 | % | ||||||||||||||
Rheonix, Inc. (e)(g) Ithaca, NY. Developer of fully automated microfluidic based molecular assay and diagnostic testing devices. (Health Care) www.rheonix.com | 9,676 Common. | 10/29/09 | 4 | % | — | — | 0.0 | % | ||||||||||||||
(g) 1,839,422 Series A Preferred. | 12/12/13 | 2,099,999 | — | |||||||||||||||||||
(g) 50,593 Common. | 10/24/09 | — | — | |||||||||||||||||||
(g) 589,420 Series B Preferred. | 9/29/15 | 702,732 | — | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
Total Rheonix | 2,802,731 | — | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||
Somerset Gas Transmission Company, LLC (e)(m) Columbus, OH. Natural gas transportation. (Oil and Gas) www.somersetgas.com | 26.5337 Units. | 4/1/05 | 3 | % | 719,097 | 500,000 | 0.8 | % | ||||||||||||||
TCG BDC, Inc. (n) New York, NY. (BDC Investment Fund) | 86,000 shares. | 8/13/20 | <1 | % | 899,749 | 1,249,581 | 2.1 | % | ||||||||||||||
|
|
|
| |||||||||||||||||||
Subtotal Non-Control/Non-Affiliate Investments | $ | 23,028,790 | $ | 31,473,439 | ||||||||||||||||||
|
|
|
|
Company, Geographic Location, Business Description, (Industry) and Website |
| (a) |
| (b) |
| (c) |
| Cost |
|
| (d)(f) |
|
| Percent of Net Assets | ||
Nailbiter, Inc. |
| $2,250,000 Membership Interest of USB Focus Fund Nailbiter I, LLC with economic interest of $2,250,000 Subordinated Secured Promissory Note at net 9% due November 23, 2024. |
| 11/22/21 |
| <1% |
|
| 2,250,000 |
|
|
| 2,250,000 |
|
| 3.8% |
www.nailbiter.com |
| Warrants for Preferred Stock. |
| 11/22/21 |
|
|
|
| — |
|
|
| — |
|
|
|
|
| Total Nailbiter, Inc. |
|
|
|
|
|
| 2,250,000 |
|
|
| 2,250,000 |
|
|
|
|
| (i) Interest Receivable $52,435 |
|
|
|
|
|
|
|
|
|
|
|
| ||
OnCore Golf Technology, Inc. (e) |
| 300,483 Preferred AA. |
| 11/30/18 |
| 3% |
|
| 752,712 |
|
|
| 100,000 |
|
| 0.2% |
Open Exchange, Inc. (e) |
| 397,899 Series C Preferred. |
| 11/13/13 |
| 3% |
|
| 1,193,697 |
|
|
| 1,193,697 |
|
| 2.4% |
Lincoln, MA. Online presentation and training |
| 397,899 Common. |
| 10/22/19 |
|
|
|
| 208,243 |
|
|
| 208,243 |
|
|
|
software. (Software) |
| Total Open Exchange |
|
|
|
|
|
| 1,401,940 |
|
|
| 1,401,940 |
|
|
|
www.openexc.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
PennantPark Investment Corporation (n) |
| 195,000 shares. |
| 8/13/20 |
| <1% |
|
| 892,212 |
|
|
| 1,024,400 |
|
| 1.7% |
PostProcess Technologies, Inc. (e) |
| 360,002 Series A1 Preferred. |
| 11/1/19 |
| <1% |
|
| 348,875 |
|
|
| 100,000 |
|
| 0.2% |
Rheonix, Inc. (e) |
| 9,676 Common. |
| 10/29/09 |
| 4% |
|
| — |
|
|
| — |
|
| 0.0% |
Ithaca, NY. Developer of fully automated |
| 1,839,422 Series A Preferred. |
| 12/12/13 |
|
|
|
| 2,099,999 |
|
|
| — |
|
|
|
microfluidic based molecular assay and |
| 50,593 Common. |
| 10/24/09 |
|
|
|
| — |
|
|
| — |
|
|
|
diagnostic testing devices. (Health Care) |
| 589,420 Series B Preferred. |
| 9/29/15 |
|
|
|
| 702,732 |
|
|
| — |
|
|
|
www.rheonix.com |
| Total Rheonix |
|
|
|
|
|
| 2,802,731 |
|
|
| — |
|
|
|
Somerset Gas Transmission Company, LLC (e)(m) |
| 26.5337 Units. |
| 4/1/05 |
| 3% |
|
| 719,097 |
|
|
| 125,000 |
|
| 0.2% |
Subtotal Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
| $ | 20,589,821 |
|
| $ | 20,866,197 |
|
|
|
Affiliate Investments – 73.7% of net assets (g) (k) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Applied Image, Inc. |
| $1,750,000 Term Note at 10% due February 1, 2029. |
| 12/31/21 |
| 12% |
|
| 1,750,000 |
|
|
| 1,750,000 |
|
| 2.9% |
imaged optical components and calibration |
| Warrant for 1,167 shares. |
| 12/31/21 |
|
|
|
| — |
|
|
| — |
|
|
|
standards for a wide range of industries and |
| Total Applied Image |
|
|
|
|
|
| 1,750,000 |
|
|
| 1,750,000 |
|
|
|
applications. (Manufacturing) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
BMP Food Service Supply Holdco, LLC (m) |
| $4,820,000 Term Note at 12% due November 22, 2027. |
| 11/22/22 |
| 17% |
|
| 4,820,000 |
|
|
| 4,820,000 |
|
| 8.8% |
distribution, and installation services for |
| 16.7% Preferred Interest. |
| 11/22/22 |
|
|
|
| 390,000 |
|
|
| 390,000 |
|
|
|
commercial kitchen renovations and new builds. |
| Total BMP Food Service Supply |
|
|
|
|
|
| 5,210,000 |
|
|
| 5,210,000 |
|
|
|
(Professional Services) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
BMP Swanson Holdco, LLC (m) |
| $1,600,000 Term Note at 12% due September 4, 2026. |
| 3/4/21 |
| 9% |
|
| 1,600,000 |
|
|
| 1,600,000 |
|
| 3.1% |
variety of fire protection systems. |
| Preferred Membership Interest for 9.29%. |
| 3/4/21 |
|
|
|
| 233,333 |
|
|
| 233,333 |
|
|
|
(Professional Services) |
| Total BMP Swanson |
|
|
|
|
|
| 1,833,333 |
|
|
| 1,833,333 |
|
|
|
www.swansonfire.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
March 31, 20222023 (Continued)
(Unaudited)
Company, Geographic Location, Business | (a) Type of Investment | (b) Date Acquired | (c) Equity | Cost | (d)(f) Fair Value | Percent of Net Assets | ||||||||||||||||
Affiliate Investments – 51.6% of net assets (k) | ||||||||||||||||||||||
Applied Image, Inc. Rochester, NY. Global supplier of precision imaged optical components and calibration standards for a wide range of industries and applications. (Manufacturing) www.appliedimage.com | $1,750,000 Term Note at 10% due February 1, 2029. | 12/31/21 | 12 | % | $ | 1,750,000 | $ | 1,750,000 | 2.9 | % | ||||||||||||
Warrant for 1,167 shares. | 12/31/21 | — | — | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
Total Applied Image | $ | 1,750,000 | $ | 1,750,000 | ||||||||||||||||||
|
|
|
| |||||||||||||||||||
BMP Swanson Holdco, LLC (g)(m) Plano, TX. Designs, installs and maintains a variety of fire protection systems. (Professional Services) www.swansonfire.com | $1,600,000 Term Note at 12% due September 4, 2026. | 3/4/21 | 9 | % | 1,600,000 | 1,600,000 | 3.1 | % | ||||||||||||||
Preferred Membership Interest for 9.29%. | 3/4/21 | 233,333 | 233,333 | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
Total BMP Swanson | 1,833,333 | 1,833,333 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||
Carolina Skiff LLC (g)(m) Waycross, GA. Manufacturer of ocean fishing and pleasure boats. (Manufacturing) www.carolinaskiff.com | 6.0825% Class A Common Membership Interest. | 1/30/04 | 7 | % | 15,000 | 1,300,000 | 2.2 | % | ||||||||||||||
DSD Operating, LLC (l)(m) Duluth, GA. Design and renovate auto dealerships. (Automotive) www.dsdteam.com | $3,063,276 Term Note at 12% (+2% PIK) due September 30, 2026. | 9/30/21 | 11 | % | | 3,092,298 | | 3,092,298 | 6.9 | % | ||||||||||||
1,067 Class A Preferred shares. | 1,067,500 | 1,067,500 | ||||||||||||||||||||
1,067 Class B Common shares. | — | — | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||
Total DSD | 4,159,798 | 4,159,798 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||
Filterworks Acquisition USA, LLC DBA Deerfield Beach, FL. Provides spray booth equipment, frame repair machines and paint booth filter services for collision shops. (Automotive) www.autotality.com | $2,283,702 Term Note at 12% (+2% PIK), modified to 4% (+10% PIK) through June 30, 2022, due December 4, 2023. | 11/8/19 | 9 | % | | 2,507,782 | | 2,507,782 | 4.6 | % | ||||||||||||
562.5 + 63.27 Class A Units. | 12/28/21 | 626,243 | 256,994 | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
Total Filterworks | 3,134,025 | 2,764,776 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||
ITA Acquisition, LLC (l)(m) Ormond Beach, FL. Blind and shade manufacturing. (Manufacturing) www.itainc.com | $1,900,000 Term Note at 12% (+2% PIK) due June 21, 2026. | 6/22/21 | 25 | % | | 1,930,077 | | 1,930,077 | 6.4 | % | ||||||||||||
(g) $1,500,000 Term Note at 12% (+2% PIK) due June 21, 2026. | 6/22/21 | | 1,523,745 | | 1,523,745 | |||||||||||||||||
(g) 724 Class A Preferred Units and 724 Class B Common Units. | 6/22/21 | | 723,810 | | 348,810 | |||||||||||||||||
|
|
|
| |||||||||||||||||||
Total ITA | 4,177,632 | 3,802,632 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||
Knoa Software, Inc. (e)(g) New York, NY. End user experience management and performance (EMP) solutions utilizing enterprise applications. (Software) www.knoa.com | 973,533 Series A-1 Convertible Preferred. | 11/20/12 | 7 | % | 750,000 | — | 0.8 | % | ||||||||||||||
1,876,922 Series B Preferred. | 6/9/14 | 479,155 | 479,155 | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
Total Knoa | 1,229,155 | 479,155 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||
Mezmeriz, Inc. (e)(g) Ithaca, NY. Technology company developing novel reality capture tools for 3D mapping, reality modeling, object tracking and classification. (Electronics Developer) www.mezmeriz.com | 1,554,565 Series Seed Preferred. | 5/14/15 | 12 | % | 742,850 | — | 0.0 | % | ||||||||||||||
Microcision LLC (e)(g) Pennsauken Township, NJ. Manufacturer of precision machined medical implants, components and assemblies. (Manufacturing) www.microcision.com | Membership Interest Purchase Warrant for 5%. | 1/10/20 | 5 | % | 110,000 | 85,000 | 0.1 | % | ||||||||||||||
New Monarch Machine Tool, Inc. (e)(g) Cortland, NY. Manufactures and services vertical/horizontal machining centers. (Manufacturing) www.monarchmt.com | 22.84 Common. | 1/17/08 | 15 | % | 22,841 | — | 0.0 | % |
Company, Geographic Location, Business Description, (Industry) and Website |
| (a) |
| (b) |
| (c) |
| Cost |
|
| (d)(f) |
|
| Percent of Net Assets | ||
Carolina Skiff LLC (m) |
| 6.0825% Class A Common Membership Interest. |
| 1/30/04 |
| 7% |
|
| 15,000 |
|
|
| 1,957,000 |
|
| 3.3% |
and pleasure boats. (Manufacturing) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
DSD Operating, LLC (l)(m) |
| $3,063,276 Term Note at 12% (+2% PIK) due September 30, 2026. |
| 9/30/21 |
| 11% |
|
| 3,155,481 |
|
|
| 3,155,481 |
|
| 8.6% |
dealerships. (Automotive) |
| 1,067 Class A Preferred shares. |
| 9/30/21 |
|
|
|
| 1,067,500 |
|
|
| 1,954,198 |
|
|
|
www.dsdteam.com |
| 1,067 Class B Common shares. |
| 9/30/21 |
|
|
|
| — |
|
|
| — |
|
|
|
|
| Total DSD |
|
|
|
|
|
| 4,222,981 |
|
|
| 5,109,679 |
|
|
|
Filterworks Acquisition USA, LLC DBA Autotality (l)(m) |
| $2,283,702 Term Note modified to 3% (+11% PIK) through June 30, 2023, then 6% (+8% PIK) through November 30, 2023, thereafter 12% (+2% PIK), due August 30, 2024. |
| 11/18/19 |
| 8% |
|
| 2,705,515 |
|
|
| 2,705,515 |
|
| 5.2% |
(Automotive) |
| 626.2 shares Class A-1 Units. |
| 6/3/22 |
|
|
|
| 626,243 |
|
|
| 256,994 |
|
|
|
www.autotality.com |
| 417.7 shares Class A-0 Units. |
| 9/30/22 |
|
|
|
| 139,232 |
|
|
| 139,232 |
|
|
|
| Total Filterworks |
|
|
|
|
|
| 3,470,990 |
|
|
| 3,101,741 |
|
|
| |
Knoa Software, Inc. |
| 973,533 Series A-1 Convertible Preferred. |
| 11/20/12 |
| 7% |
|
| 750,000 |
|
|
| — |
|
| 0.2% |
New York, NY. End user experience |
| 1,876,922 Series B Preferred. |
| 6/9/14 |
|
|
|
| 479,155 |
|
|
| 100,000 |
|
|
|
management and performance (EMP) solutions |
| Total Knoa |
|
|
|
|
|
| 1,229,155 |
|
|
| 100,000 |
|
|
|
utilizing enterprise applications. (Software) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
www.knoa.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Mezmeriz, Inc. (e) |
| 1,554,565 Series Seed Preferred. |
| 5/14/15 |
| 12% |
|
| 742,850 |
|
|
| — |
|
| 0.0% |
Ithaca, NY. Technology company developing novel reality capture tools for 3D mapping, reality modeling, object tracking and classification. (Electronics Developer) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
www.mezmeriz.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Pressure Pro, Inc. (l) |
| $3,000,000 Term Note at 12% (+3% PIK) due January 19, 2028. |
| 1/19/23 |
| 10% |
|
| 2,989,250 |
|
|
| 2,989,250 |
|
| 5.1% |
pressure monitoring systems consisting |
| Warrant for 10% Membership Interest. |
| 1/19/23 |
|
|
|
| 30,000 |
|
|
| 30,000 |
|
|
|
of a suite of proprietary hardware |
| Total Pressure Pro |
|
|
|
|
|
| 3,019,250 |
|
|
| 3,019,250 |
|
|
|
and software. (Manufacturing) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
www.pressurepro.us |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
SciAps, Inc. |
| 187,500 Series A Preferred. |
| 7/12/13 |
| 6% |
|
| 1,500,000 |
|
|
| 1,500,000 |
|
| 8.8% |
Woburn, MA. Instrumentation company |
| 274,299 Series A1 Convertible Preferred. |
| 4/4/14 |
|
|
|
| 504,710 |
|
|
| 504,710 |
|
|
|
producing portable analytical devices using |
| 117,371 Series B Convertible Preferred. |
| 8/31/15 |
|
|
|
| 250,000 |
|
|
| 250,000 |
|
|
|
XRF, LIBS and RAMAN spectroscopy to |
| 113,636 Series C Convertible Preferred. |
| 4/7/16 |
|
|
|
| 175,000 |
|
|
| 175,000 |
|
|
|
identify compounds, minerals, and elements. |
| 369,698 Series C1 Convertible Preferred. |
| 4/7/16 |
|
|
|
| 399,274 |
|
|
| 399,274 |
|
|
|
(Manufacturing) |
| 147,059 Series D Convertible Preferred. |
| 5/9/17 |
|
|
|
| 250,000 |
|
|
| 250,000 |
|
|
|
www.sciaps.com |
| Warrant to purchase Series D-1 Preferred. |
| 5/9/17 |
|
|
|
| 45,000 |
|
|
| 45,000 |
|
|
|
|
| $2,090,000 Second Amended and Restated Secured Subordinated Promissory Note at 12% due August 20, 2024. |
| 8/20/21 |
|
|
|
| 2,088,750 |
|
|
| 2,088,750 |
|
|
|
|
| Total SciAps |
|
|
|
|
|
| 5,212,734 |
|
|
| 5,212,734 |
|
|
|
Seybert’s Billiards Corporation (l) |
| $4,139,444 Term Note at 12% (+2% PIK) due January 19, 2026. |
| 11/22/21 |
| 8% |
|
| 4,206,355 |
|
|
| 4,206,355 |
|
| 9.9% |
(Consumer Product) |
| Warrant for 4% Membership Interest. |
| 1/19/21 |
|
|
|
| 25,000 |
|
|
| 25,000 |
|
|
|
www.seyberts.com |
| $1,435,435 Term Note at 12% (+2% PIK) due January 19, 2026. |
| 1/19/21 |
|
|
|
| 1,449,387 |
|
|
| 1,449,387 |
|
|
|
|
| Warrant for 4% Membership Interest. |
| 1/19/21 |
|
|
|
| 25,000 |
|
|
| 25,000 |
|
|
|
|
| 5.82 Common shares. |
| 10/24/22 |
|
|
|
| 194,000 |
|
|
| 194,000 |
|
|
|
|
| Total Seybert’s |
|
|
|
|
|
| 5,899,742 |
|
|
| 5,899,742 |
|
|
|
7
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
March 31, 20222023 (Continued)
(Unaudited)
Company, Geographic Location, Business | (a) Type of Investment | (b) Date Acquired | (c) Equity | Cost | (d)(f) Fair Value | Percent of Net Assets | ||||||||||||||||
SciAps, Inc. (e)(g) Woburn, MA. Instrumentation company producing portable analytical devices using XRF, LIBS and RAMAN spectroscopy to identify compounds, minerals, and elements. (Manufacturing) www.sciaps.com | 187,500 Series A Preferred. | 7/12/13 | 6 | % | 1,500,000 | 210,000 | 4.1 | % | ||||||||||||||
274,299 Series A1 Convertible Preferred. | 4/4/14 | 504,710 | 96,000 | |||||||||||||||||||
117,371 Series B Convertible Preferred. | 8/31/15 | 250,000 | 124,000 | |||||||||||||||||||
113,636 Series C Convertible Preferred. | 4/7/16 | 175,000 | 84,000 | |||||||||||||||||||
369,698 Series C1 Convertible Preferred. | 4/7/16 | 399,274 | 207,000 | |||||||||||||||||||
147,059 Series D Convertible Preferred. | 5/9/17 | 250,000 | 250,000 | |||||||||||||||||||
Warrant to purchase Series D-1 Preferred. | 5/9/17 | 45,000 | — | |||||||||||||||||||
$1,500,000 Second Amended and Restated Secured Subordinated Promissory Note at 12% due August 20, 2024. | 8/20/21 | 1,483,750 | 1,483,750 | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
Total SciAps | 4,607,734 | 2,454,750 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||
Seybert’s Billiards Corporation (l) Coldwater, MI. Billiard supplies. (Consumer Product) www.seyberts.com | $1,900,000 Term Note at 12% (+2% PIK) due January 19, 2026. | 11/22/21 | 8 | % | 1,918,666 | 1,918,666 | 5.6 | % | ||||||||||||||
Warrant for 4%. | 1/19/21 | 25,000 | 25,000 | |||||||||||||||||||
(g) $1,400,000 Term Note at 12% (+2% PIK) due January 19, 2026. | 1/19/21 | 1,415,078 | 1,415,078 | |||||||||||||||||||
Warrant for 4%. | 1/19/21 | 25,000 | 25,000 | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
Total Seybert’s | 3,383,744 | 3,383,744 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||
Tilson Technology Management, Inc. (g) Portland, ME. Provides network deployment construction and information system services management for cellular, fiber optic and wireless systems providers. Its affiliated entity, SQF, LLC is a CLEC supporting small cell 5G deployment. (Professional Services) www.tilsontech.com | *120,000 Series B Preferred. | 1/20/15 | 9 | % | 600,000 | 3,900,000 | 14.9 | % | ||||||||||||||
*21,391 Series C Preferred. | 9/28/16 | 200,000 | 695,000 | |||||||||||||||||||
*70,176 Series D Preferred. | 9/29/17 | 800,000 | 2,280,000 | |||||||||||||||||||
*15,385 Series E Preferred. | 3/15/19 | 500,012 | 500,012 | |||||||||||||||||||
211,567 SQF Hold Co. Common. | 3/15/19 | — | 800,000 | |||||||||||||||||||
23,077 Series F Preferred. | 6/15/20 | 750,003 | 750,003 | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
Total Tilson | 2,850,015 | 8,925,015 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||
*2.5% dividend payable quarterly. | ||||||||||||||||||||||
Subtotal Affiliate Investments | $ | 28,016,127 | $ | 30,938,203 | ||||||||||||||||||
|
|
|
| |||||||||||||||||||
TOTAL INVESTMENTS – 104.1% | $ | 51,044,917 | $ | 62,411,642 | ||||||||||||||||||
|
|
|
| |||||||||||||||||||
LIABILITIES IN EXCESS OF OTHER ASSETS - (4.1%) | (2,463,916 | ) | ||||||||||||||||||||
|
| |||||||||||||||||||||
NET ASSETS – 100% | $ | 59,947,726 | ||||||||||||||||||||
|
|
Company, Geographic Location, Business Description, (Industry) and Website |
| (a) |
| (b) |
| (c) |
| Cost |
|
| (d)(f) |
|
| Percent of Net Assets | ||
Tilson Technology Management, Inc. |
| *120,000 Series B Preferred. |
| 1/20/15 |
| 9% |
|
| 600,000 |
|
|
| 4,559,500 |
|
| 17.8% |
Portland, ME. Provides network deployment |
| *21,391 Series C Preferred. |
| 9/28/16 |
|
|
|
| 200,000 |
|
|
| 812,800 |
|
|
|
construction and information system services |
| *70,176 Series D Preferred. |
| 9/29/17 |
|
|
|
| 800,000 |
|
|
| 2,666,400 |
|
|
|
management for cellular, fiber optic and |
| *15,385 Series E Preferred. |
| 3/15/19 |
|
|
|
| 500,012 |
|
|
| 584,500 |
|
|
|
wireless systems providers. Its affiliated |
| 23,077 Series F Preferred. |
| 6/15/20 |
|
|
|
| 750,003 |
|
|
| 876,800 |
|
|
|
entity, SQF, LLC is a CLEC supporting |
| 211,567 A-1 Units of SQF Holdco LLC. |
| 3/15/19 |
|
|
|
| — |
|
|
| 800,000 |
|
|
|
small cell 5G deployment. |
| 250 Class D-1 Units of SQF Holdco LLC. |
| 2/16/23 |
|
|
|
| 250,000 |
|
|
| 250,000 |
|
|
|
(Professional Services) |
| Total Tilson |
|
|
|
|
|
| 3,100,015 |
|
|
| 10,550,000 |
|
|
|
www.tilsontech.com |
| *2.5% dividend payable quarterly. |
|
|
|
|
|
|
|
|
|
|
|
| ||
Subtotal Affiliate Investments |
|
|
|
|
|
|
| $ | 35,706,050 |
|
| $ | 43,743,479 |
|
|
|
Control Investments - 6.0% of net assets (o) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
ITA Acquisition, LLC (l)(m) |
| $1,900,000 Term Note at 12% (+5% PIK) due June 21, 2026. |
| 6/22/21 |
| 37% |
|
| 2,000,920 |
|
|
| 2,000,920 |
|
| 6.0% |
manufacturing. (Manufacturing) |
| $1,500,000 Term Note at 12% (+5% PIK) due June 21, 2026. |
| 6/22/21 |
|
|
|
| 1,579,674 |
|
|
| 1,579,674 |
|
|
|
|
| 1,124 Class A Preferred Units and 1,924 Class B Common Units. |
| 6/22/21 |
|
|
|
| 1,123,810 |
|
|
| — |
|
|
|
|
| Total ITA |
|
|
|
|
|
| 4,704,404 |
|
|
| 3,580,594 |
|
|
|
Subtotal Control Investments |
|
|
|
|
|
|
| $ | 4,704,404 |
|
| $ | 3,580,594 |
|
|
|
TOTAL INVESTMENTS – 114.8% |
|
|
|
|
|
|
| $ | 61,000,275 |
|
| $ | 68,190,270 |
|
|
|
LIABILITIES IN EXCESS OF OTHER ASSETS - (14.8%) |
|
|
|
|
|
|
|
|
|
|
| (8,814,877 | ) |
|
| |
NET ASSETS – 100% |
|
|
|
|
|
|
|
|
|
| $ | 59,375,393 |
|
|
|
8
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
March 31, 20222023 (Continued)
(Unaudited)
Notes to the Consolidated Schedule of Portfolio Investments
(a) At |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
March 31, 2022 (Continued)
(Unaudited)
Investments in and Advances to Affiliates |
| |||||||||||||||||||||||||||||
Company | Type of Investment | January 1, 2022, Fair Value | Net Change in Unrealized Appreciation (Depreciation) | Gross Additions (1) | Gross Reductions (2) | March 31, 2022, Fair Value | Net Realized (Losses) Gains | Amount of Interest/ Dividend/ Fee Income (3) | ||||||||||||||||||||||
Affiliate Investments: | ||||||||||||||||||||||||||||||
Applied Image Inc. | $1,750,000 Term Note at 10% due December 28, 2028. | $ | 1,750,000 | $ | — | $ | — | $ | — | $ | 1,750,000 | $ | — | $ | 45,762 | |||||||||||||||
Warrant for 1,167 shares. | — | — | — | — | — | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total Applied Image | $ | 1,750,000 | $ | — | $ | — | $ | — | $ | 1,750,000 | $ | — | $ | 45,762 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
BMP Swanson Holdco, LLC | $1,600,000 Term Note at 12% due September 4, 2026. | 1,600,000 | �� | — | — | — | 1,600,000 | — | 49,667 | |||||||||||||||||||||
Preferred Membership Interest for 9.29% | 233,333 | — | — | — | 233,333 | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total BMP Swanson | 1,833,333 | — | — | — | 1,833,333 | — | 49,667 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Carolina Skiff LLC | 6.0825% Class A Common Membership interest. | 1,300,000 | — | — | — | 1,300,000 | — | 30,600 | ||||||||||||||||||||||
DSD Operating, LLC | $2,745,000 Term Note at 12% (+2% PIK) due September 30, 2026. | 2,759,183 | — | 333,115 | — | 3,092,298 | — | 107,686 | ||||||||||||||||||||||
1,067 Class A Preferred shares. | 1,067,500 | — | — | — | 1,067,500 | — | — | |||||||||||||||||||||||
1,067 Class B Common shares. | — | — | — | — | — | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total DSD | 3,826,683 | — | 333,115 | — | 4,159,798 | — | 107,686 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Filterworks Acquisition USA, LLC | $2,283,702 Term Note at 12%. | 2,446,617 | — | 61,165 | — | 2,507,782 | — | 85,631 | ||||||||||||||||||||||
562.5 Class A Units. | 256,994 | — | — | — | 256,994 | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total Filterworks | 2,703,611 | — | 61,165 | — | 2,764,776 | — | 85,631 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
ITA Acquisition | $1,900,000 Term Note at 12% (+2% PIK) due June 22, 2026. | 1,920,459 | — | 9,618 | — | 1,930,077 | — | 69,228 | ||||||||||||||||||||||
$1,500,000 Term Note at 12% (+2% PIK) due June 22, 2026. | 1,516,152 | — | 7,593 | — | 1,523,745 | — | 54,358 | |||||||||||||||||||||||
724 Class A Preferred Units and 724 Class B Common Units. | 125,000 | — | 223,810 | — | 348,810 | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total ITA | 3,561,611 | — | 241,021 | — | 3,802,632 | — | 123,586 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Knoa Software, Inc. | 973,533 Series A-1 Convertible Preferred. | — | — | — | — | — | — | — | ||||||||||||||||||||||
1,876,922 Series B Preferred. | 479,155 | — | — | — | 479,155 | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total Knoa | 479,155 | — | — | — | 479,155 | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Mezmeriz, Inc. | 1,554,565 Series Seed Preferred. | — | — | — | — | — | — | — | ||||||||||||||||||||||
Microcision | Membership Interest Purchase Warrant for 5%. | 85,000 | — | — | — | 85,000 | — | — | ||||||||||||||||||||||
New Monarch Machine Tool, Inc. | 22.84 Common. | — | — | — | — | — | — | — | ||||||||||||||||||||||
SciAps, Inc. | 187,500 Series A Preferred. | 210,000 | — | — | — | 210,000 | — | — | ||||||||||||||||||||||
274,299 Series A-1 Convertible Preferred. | 96,000 | — | — | — | 96,000 | — | — | |||||||||||||||||||||||
117,371 Series B Convertible Preferred. | 124,000 | — | — | — | 124,000 | — | — | |||||||||||||||||||||||
113,636 Series C Convertible Preferred. | 84,000 | — | — | — | 84,000 | — | — | |||||||||||||||||||||||
369,698 Series C-1 Convertible Preferred. | 207,000 | — | — | — | 207,000 | — | — | |||||||||||||||||||||||
147,059 Series D Convertible Preferred. | 250,000 | — | — | — | 250,000 | — | — | |||||||||||||||||||||||
Warrant to Purchase Series D-1 Preferred. | — | — | — | — | — | — | — | |||||||||||||||||||||||
$1,500,000 Subordinated Promissory Note at 12%. | 1,480,000 | — | 3,750 | — | 1,483,750 | — | 53,750 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total SciAps | 2,451,000 | — | 3,750 | — | 2,454,750 | — | 53,750 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
March 31, 2022 (Continued)
(Unaudited)
Company | Type of Investment | January 1, 2022, Fair Value | Net Change in Unrealized Appreciation (Depreciation) | Gross Additions (1) | Gross Reductions (2) | March 31, 2022 Fair Value | Net Realized (Losses) Gains | Amount of Interest/ Dividend/ Fee Income (3) | ||||||||||||||||||||||
Seybert’s Billiards Corporation | $1,400,000 Term Note at 12% (+2% PIK) due January 19, 2026. | 1,907,774 | — | 10,892 | — | 1,918,666 | — | 81,238 | ||||||||||||||||||||||
Warrant for 4%. | 25,000 | — | — | — | 25,000 | — | — | |||||||||||||||||||||||
(g) $1,400,000 Term Note at 12% (+2% PIK) due January 19, 2026. | 1,406,690 | — | 8,388 | — | 1,415,078 | — | 53,101 | |||||||||||||||||||||||
Warrant for 4%. | 25,000 | — | — | — | 25,000 | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total Seybert’s | 3,364,464 | — | 19,280 | — | 3,383,744 | — | 134,339 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Tilson Technology Management, Inc. | 120,000 Series B Preferred. | 3,900,000 | — | — | — | 3,900,000 | — | 13,125 | ||||||||||||||||||||||
21,391 Series C Preferred. | 695,000 | — | — | — | 695,000 | — | — | |||||||||||||||||||||||
70,176 Series D Preferred. | 2,280,000 | — | — | — | 2,280,000 | — | — | |||||||||||||||||||||||
15,385 Series E Preferred. | 500,012 | — | — | — | 500,012 | — | — | |||||||||||||||||||||||
23,077 Series F Preferred. | 800,000 | — | — | — | 800,000 | — | — | |||||||||||||||||||||||
211,567 SQF Hold Co. Common. | 750,003 | — | — | — | 750,003 | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total Tilson | 8,925,015 | — | — | — | 8,925,015 | — | 13,125 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total Affiliate Investments | $ | 30,279,872 | $ | — | $ | 658,331 | $ | — | $ | 30,938,203 | $ | — | $ | 644,146 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total Control and Affiliate Investments | $ | 30,279,872 | $ | — | $ | 658,331 | $ | — | $ | 30,938,203 | $ | — | $ | 644,146 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
This schedule should be read in conjunction with the Corporation’s Consolidated Financial Statements, including the Notes to the Consolidated Financial Statements and the Consolidated Schedule of Portfolio Investments.
|
|
|
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
March 31, 2022 (Continued)
(Unaudited)
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2021
Company, Geographic Location, Business | (a) Type of Investment | (b) Date Acquired | (c) Equity | Cost | (d)(f) Fair Value | Percent of Net Assets | ||||||||||||||||
Non-Control/Non-Affiliate Investments – 55.6% of net assets: (j) | ||||||||||||||||||||||
ACV Auctions, Inc. NASDAQ: ACVA (e)(g)(n)(p) Buffalo, NY. Live mobile wholesale auctions for new and used car dealers. (Software) www.acvauctions.com | 442,934 Class A Common stock valued at $18.81. | 8/12/16 | <1 | % | $ | 121,659 | $ | 8,333,065 | 13.7 | % | ||||||||||||
Ares Capital Corporation (n) NASDAQ: ARCC | 27,000 shares. | 3/16/20 | <1 | % | 343,460 | 567,090 | 0.9 | % | ||||||||||||||
New York, NY. (BDC Investment Fund) | ||||||||||||||||||||||
Barings BDC, Inc. (n) NYSE: BBDC | 40,000 shares. | 8/13/20 | <1 | % | 333,352 | 438,000 | 0.7 | % | ||||||||||||||
New York, NY. (BDC Investment Fund) | ||||||||||||||||||||||
Caitec, Inc. (l) Halethorpe, MD. Pet product manufacturer and | $1,750,000 Subordinated Secured Promissory Note at 12% (+2% PIK) due June 1, 2026. | 11/6/20 | 4 | % | 1,791,278 | 1,791,278 | 6.4 | % | ||||||||||||||
distributor. (Consumer Goods) | 150 Class A Units. | 11/6/20 | 150,000 | 150,000 | ||||||||||||||||||
www.caitec.com | (g) $1,750,000 Subordinated Secured Promissory Note at 12% (+2% PIK) due June 1, 2026. | 11/6/20 | ||||||||||||||||||||
1,791,278 | 1,791,278 | |||||||||||||||||||||
(g) 150 Class A Units. | 11/6/20 | 150,000 | 150,000 | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
Total Caitec | 3,882,556 | 3,882,556 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||
Empire Genomics Corp. (g) | $444,915 + $1,000,000 Secured | 5/3/21 | 0 | % | 2.4 | % | ||||||||||||||||
Buffalo, NY. Molecular diagnostics company that offers a comprehensive menu of assay services for diagnosing and guiding patient therapeutic treatments. www.empiregenomics.com | Promissory Notes at 8% due December 31, 2026. | 1,444,915 | 1,444,915 | |||||||||||||||||||
FS KKR Capital Corp. (n) NYSE: FSK | 54,000 shares. | 3/16/20 | <1 | % | 849,438 | 1,127,160 | 1.9 | % | ||||||||||||||
Philadelphia, PA. (BDC Investment Fund) | ||||||||||||||||||||||
Golub Capital BDC, Inc. (n) NASDAQ: GBDC | 31,250 shares. | 3/16/20 | <1 | % | 403,910 | 481,563 | 0.8 | % | ||||||||||||||
New York, NY. (BDC Investment Fund) | ||||||||||||||||||||||
GoNoodle, Inc. (g)(h)(l) Nashville, TN. Student engagement education software providing core aligned physical activity breaks. www.gonoodle.com | $1,500,000 Secured Note at 12% | 11/1/19 | <1 | % | 2.5 | % | ||||||||||||||||
(1% PIK) due September 30, 2024. | 1,487,801 | 1,487,801 | ||||||||||||||||||||
Warrant for 47,324 Series C Preferred. | 3/1/15 | 25 | 25 | |||||||||||||||||||
Warrant for 21,948 Series D Preferred. | 11/1/19 | 38 | 38 | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
Total GoNoodle | 1,487,864 | 1,487,864 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||
HDI Acquisition LLC (Hilton Displays) (l) Greenville, NC. HDI is engaged in manufacturing, installation and maintenance of signage and brands. (Manufacturing) www.hiltondisplays.com | $1,245,119 Term Loan at 12% (+2% PIK) due June 20, 2023. | 11/8/19 | 0 | % | | 1,301,195 |
| | 1,301,195 |
| 2.1 | % | ||||||||||
Lumious (Tech 2000, Inc.) (g) Herndon, VA. Develops and delivers IT training. (Software) www.t2000inc.com | $850,000 Replacement Term Note at 14% due November 15, 2023. | | 11/16/18
|
| | 0
| %
| 860,777 | 860,777 | | 1.4
| %
| ||||||||||
Mattison Avenue Holdings LLC (l) | $1,794,944 Third Amended, Restated and | 6/23/21 | 0 | % | 3.0 | % | ||||||||||||||||
Dallas, TX. Provider of upscale salon spaces for lease. (Professional Services) www.mattisonsalonsuites.com | Consolidated Promissory Note at 14% (2% PIK) due December 9, 2023. | 1,819,362 | 1,819,362 |
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2021 (Continued)
Company, Geographic Location, Business | (a) Type of Investment | (b) Date Acquired | (c) Equity | Cost | (d)(f) Fair Value | Percent of Net Assets | ||||||||||||||||
Nailbiter, Inc. Reston, VA. Video-metrics data analytics supporting name brand consumer products groups (CPG) shopping behavioral insight. (Professional Services) www.nailbiter.com | $2,250,000 Membership Interest of USB Focus Fund Nailbiter I, LLC with economic interest of $2,250,000 Subordinated Secured Promissory Note at 10% due November 23, 2024. Warrants for Preferred stock of Nailbiter, Inc. | 11/22/21 | <1 | % | | 2,250,000 | | 2,250,000 | 3.7 | % | ||||||||||||
OnCore Golf Technology, Inc. (e)(g) Buffalo, NY. Patented and proprietary golf balls utilizing technology and innovation. (Consumer Product) www.oncoregolf.com | 300,483 Preferred AA. | 11/30/18 | 3 | % | 752,712 | 300,000 | 0.5 | % | ||||||||||||||
Open Exchange, Inc. (e)(g) | 397,899 Series C Preferred. | 11/13/13 | 3 | % | 1,193,697 | 2,785,000 | 9.2 | % | ||||||||||||||
(Formerly KnowledgeVision Systems, Inc.) | 397,899 Common. | 10/22/19 | 208,243 | 2,785,000 | ||||||||||||||||||
|
|
|
| |||||||||||||||||||
Lincoln, MA. Online presentation and training | Total Open Exchange | 1,401,940 | 5,570,000 | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
software. (Software) | ||||||||||||||||||||||
www.openexc.com | ||||||||||||||||||||||
Owl Rock Capital Corporation (n) NYSE: ORCC (n) New York, NY. (BDC Investment Fund) | 30,000 shares. | 3/16/20 | <1 | % | 347,067 | 427,600 | 0.7 | % | ||||||||||||||
PennantPark Investment Corporation (n) NASDAQ: PNNT New York, NY. (BDC Investment Fund) | 195,000 shares. | 8/13/20 | <1 | % | 892,212 | 1,345,500 | 2.2 | % | ||||||||||||||
PostProcess Technologies, Inc. (e)(g) Buffalo, NY. Provides innovative solutions for the post-processing of additive manufactured 3D parts. (Manufacturing) www.postprocess.com | 360,002 Series A1 Preferred. | 11/1/19 | <1 | % | 348,875 | 348,875 | 0.6 | % | ||||||||||||||
Rheonix, Inc. (e) | 9,676 Common. | 10/29/09 | 4 | % | — | — | 0.0 | % | ||||||||||||||
Ithaca, NY. Developer of fully automated microfluidic based molecular assay and diagnostic testing devices. (Health Care) | (g) 1,839,422 Series A Preferred. | 12/12/13 | 2,099,999 | — | ||||||||||||||||||
(g) 50,593 Common. | 10/24/09 | — | — | |||||||||||||||||||
(g) 589,420 Series B Preferred. | 9/29/15 | 702,732 | — | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
www.rheonix.com | Total Rheonix | 2,802,731 | — | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
SocialFlow, Inc. (e)(g) | 1,049,538 Series B Preferred. | 4/5/13 | 4 | % | 500,000 | 35,000 | 0.2 | % | ||||||||||||||
New York, NY. Provides instant analysis of social | 1,204,819 Series B-1 Preferred. | 4/8/14 | 750,000 | 52,000 | ||||||||||||||||||
networks using a proprietary, predictive analytic | 717,772 Series C Preferred. | 6/26/15 | 500,000 | 35,000 | ||||||||||||||||||
|
|
|
| |||||||||||||||||||
algorithm to optimize advertising and publishing. | Total Social Flow | 1,750,000 | 122,000 | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
(Software) www.socialflow.com | ||||||||||||||||||||||
Somerset Gas Transmission Company, LLC (e)(m) Columbus, OH. Natural gas transportation. (Oil and Gas) www.somersetgas.com | 26.5337 Units. | 4/1/05 | 3% | 719,097 | 500,000 | 0.8% | ||||||||||||||||
TCG BDC, Inc. (n) NASDAQ: CGBD New York, NY. (BDC Investment Fund) | 86,000 shares. | 8/13/20 | <1% | 899,749 | 1,181,067 | 1.9% | ||||||||||||||||
|
|
|
| |||||||||||||||||||
Subtotal Non-Control/Non-Affiliate Investments | $ | 25,012,871 | $ | 33,788,589 | ||||||||||||||||||
|
|
|
|
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2021 (Continued)
Company, Geographic Location, Business | (a) Type of Investment | (b) Date Acquired | (c) Equity | Cost | (d)(f) Fair Value | Percent of Net Assets | ||||||||||||||||
Affiliate Investments – 49.9% of net assets (k) | ||||||||||||||||||||||
Applied Image, Inc. Rochester, NY. Global supplier of precision imaged optical components and calibration standards for a wide range of industries and applications. (Manufacturing) www.appliedimage.com | $1,750,000 Term Note at 10% due February 1, 2029. | | 12/31/21 | | | 12 | %
| $ | 1,750,000 | $ | 1,750,000 | | 2.9 | % | ||||||||
Warrant for 1,167 shares. | 12/31/21 | — | — | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
Total Applied Image | 1,750,000 | 1,750,000 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||
BMP Swanson Holdco, LLC (g)(m) Plano, TX. Designs, installs and maintains a variety of fire protection systems. (Professional Services) www.swansonfire.com | $1,600,000 Term Note at 12% due September 4, 2026. | 3/4/21 | 9 | % | | 1,600,000 | | 1,600,000 | | 3.0 | % | |||||||||||
Preferred Membership Interest for 9.29%. | 3/4/21 | 233,333 | 233,333 | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
Total BMP Swanson | 1,833,333 | 1,833,333 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||
Carolina Skiff LLC (g)(m) | 6.0825% Class A Common Membership Interest. | 1/30/04 | 7 | % | 15,000 | 1,300,000 | 2.2 | % | ||||||||||||||
Waycross, GA. Manufacturer of ocean fishing | ||||||||||||||||||||||
and pleasure boats. (Manufacturing) | ||||||||||||||||||||||
www.carolinaskiff.com | ||||||||||||||||||||||
DSD Operating, LLC (l)(m) Duluth, GA. Design and renovate auto dealerships. (Automotive) www.dsdteam.com | $2,745,000 Term Note at 12% (+2% PIK) due September 30, 2026. 1,067 Class A Preferred shares. 1,067 Class B Common shares. | 9/30/21 | 11 | % | | 2,759,183 1,067,500 — | | 2,759,183 1,067,500 — | 6.3 | % | ||||||||||||
|
|
|
| |||||||||||||||||||
Total DSD | 3,826,683 | 3,826,683 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||
Filterworks Acquisition USA, LLC DBA Autotality (l)(m) Deerfield Beach, FL. Provides spray booth equipment, frame repair machines and paint booth filter services for collision shops. (Automotive) www.autotality.com | $2,283,702 Term Note at 12% (+2% PIK), modified to 4% (+10% PIK) through March 31, 2022, due December 4, 2023. | 11/8/19 | 9 | % | 2,446,617 | 2,446,617 | | 4.5 | % | |||||||||||||
626 Class A Units. | 12/28/21 | 626,243 | 256,994 | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
Total Filterworks | 3,072,860 | 2,703,611 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||
ITA Acquisition, LLC (l) (m) Ormond Beach, FL. Blind and shade manufacturing. (Manufacturing) | $1,900,000 Term Note at 12% (+2% PIK) due June 21, 2026. | 6/22/21 | 24 | % | 1,920,459 | 1,920,459 | 5.9 | % | ||||||||||||||
(g) $1,500,000 Term Note at 12% (+2% PIK) due June 21, 2026. | 6/22/21 | 1,516,152 | 1,516,152 | |||||||||||||||||||
(g) 500 Class A Preferred Units and 500 Class B Common Units. | 6/22/21 | 500,000 | 125,000 | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
www.itainc.com | Total ITA | 3,936,611 | 3,561,611 | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
Knoa Software, Inc. (e)(g) | 973,533 Series A-1 Convertible Preferred. | 11/20/12 | 7 | % | 750,000 | — | 0.8 | % | ||||||||||||||
New York, NY. End user experience | 1,876,922 Series B Preferred. | 6/9/14 | 479,155 | 479,155 | ||||||||||||||||||
|
|
|
| |||||||||||||||||||
management and performance (EMP) solutions | Total Knoa | 1,229,155 | 479,155 | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
utilizing enterprise applications. (Software) | ||||||||||||||||||||||
www.knoa.com | ||||||||||||||||||||||
Mezmeriz, Inc. (e)(g) | 1,554,565 Series Seed Preferred. | 5/14/15 | 12 | % | 742,850 | — | 0.0 | % | ||||||||||||||
Ithaca, NY. Technology company developing novel reality capture tools for 3D mapping, reality modeling, object tracking and classification. (Electronics Developer) www.mezmeriz.com | ||||||||||||||||||||||
Microcision LLC (g) Pennsauken Township, NJ. Manufacturer of precision machined medical implants, components and assemblies. (Manufacturing) www.microcision.com | Membership Interest Purchase Warrant for 5%. | 1/10/20 | 5 | % | 110,000 | 85,000 | 0.1 | % | ||||||||||||||
New Monarch Machine Tool, Inc. (e)(g) Cortland, NY. Manufactures and services vertical/horizontal machining centers. (Manufacturing) www.monarchmt.com | 22.84 Common. | 1/17/08 | 15 | % | 22,841 | — | 0.0 | % |
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2021 (Continued)
Company, Geographic Location, Business | (a) Type of Investment | (b) Date Acquired | (c) Equity | Cost | (d)(f) Fair Value | Percent of Net Assets | ||||||||||||||||
SciAps, Inc. (e)(g) | 187,500 Series A Preferred. | 7/12/13 | 6 | % | 1,500,000 | 210,000 | 4.0 | % | ||||||||||||||
Woburn, MA. Instrumentation company producing portable analytical devices using XRF, LIBS and RAMAN spectroscopy to identify compounds, minerals, and elements. (Manufacturing) www.sciaps.com | 274,299 Series A1 Convertible Preferred. | 4/4/14 | 504,710 | 96,000 | ||||||||||||||||||
117,371 Series B Convertible Preferred. | 8/31/15 | 250,000 | 124,000 | |||||||||||||||||||
113,636 Series C Convertible Preferred. | 4/7/16 | 175,000 | 84,000 | |||||||||||||||||||
369,698 Series C1 Convertible Preferred. | 4/7/16 | 399,274 | 207,000 | |||||||||||||||||||
147,059 Series D Convertible Preferred. | 5/9/17 | 250,000 | 250,000 | |||||||||||||||||||
Warrant to purchase Series D-1 Preferred. | 5/9/17 | 45,000 | — | |||||||||||||||||||
$1,500,000 Second Amended and Restated Secured Subordinated Promissory Note at 12% due August 20, 2024. | 8/20/21 | 1,480,000 | 1,480,000 | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
Total SciAps | 4,603,984 | 2,451,000 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||
Seybert’s Billiards Corporation (l) Coldwater, MI. Billiard supplies. (Consumer Product) www.seyberts.com | $1,900,000 Term Note at 12% (+2% PIK) due January 19, 2026. | 11/22/21 | 8 | % | 1,907,775 | 1,907,775 | 5.5 | % | ||||||||||||||
Warrant for 4%. | 1/19/21 | 25,000 | 25,000 | |||||||||||||||||||
(g) $1,400,000 Term Note at 12% (+2% | 1/19/21 | |||||||||||||||||||||
PIK) due January 19, 2026. | 1,406,690 | 1,406,690 | ||||||||||||||||||||
Warrant for 4%. | 1/19/21 | 25,000 | 25,000 | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
Total Seybert’s | 3,364,465 | 3,364,465 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||
Tilson Technology Management, Inc. (g) | *120,000 Series B Preferred. | 1/20/15 | 9 | % | 600,000 | 3,900,000 | 14.7 | % | ||||||||||||||
Portland, ME. Provides network deployment construction and information system services management for cellular, fiber optic and wireless systems providers. Its affiliated entity, SQF, LLC is a CLEC supporting small cell 5G deployment. | *21,391 Series C Preferred. | 9/28/16 | 200,000 | 695,000 | ||||||||||||||||||
*70,176 Series D Preferred. | 9/29/17 | 800,000 | 2,280,000 | |||||||||||||||||||
*15,385 Series E Preferred. | 3/15/19 | 500,012 | 500,012 | |||||||||||||||||||
211,567 SQF Hold Co. Common. | 3/15/19 | — | 800,000 | |||||||||||||||||||
23,077 Series F Preferred. | 6/15/20 | 750,003 | 750,003 | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
(Professional Services) | Total Tilson | 2,850,015 | 8,925,015 | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
www.tilsontech.com | *2.5% dividend payable quarterly. | |||||||||||||||||||||
Subtotal Affiliate Investments | $ | 27,357,797 | $ | 30,279,873 | ||||||||||||||||||
|
|
|
| |||||||||||||||||||
TOTAL INVESTMENTS – 105.5% | $ | 52,370,668 | $ | 64,068,462 | ||||||||||||||||||
LIABILITIES IN EXCESS OF OTHER ASSETS – (5.5%) | (3,323,046 | ) | ||||||||||||||||||||
|
| |||||||||||||||||||||
NET ASSETS – 100% | $ | 60,745,416 | ||||||||||||||||||||
|
|
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2021 (Continued)
Notes to the Consolidated Schedule of Portfolio Investments
(a) At December 31, 2021,2023, restricted securities represented 78%89% of the fair value of the investment portfolio. Restricted securities are subject to one or more restrictions on resale and are not freely marketable. Type of investment for equity position is in the form of shares unless otherwise noted as units or interests, i.e., preferred shares, common shares.
9
(p) Subsequent to December 31, 2021, ACV Auctions’ (ACVA) public market share price had a trading range on NASDAQ
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
DecemberMarch 31, 20212023 (Continued)
(Unaudited)
Investments in and Advances to Affiliates
Company | Type of Investment | January 1, 2021, Fair Value | Net Change in Unrealized Appreciation (Depreciation) | Gross Additions (1) | Gross Reductions (2) | December 31, 2021 Fair Value | Net Realized (Losses) Gains | Amount of Interest/ Dividend/ Fee Income (3) | ||||||||||||||||||||||
Control Investments: | ||||||||||||||||||||||||||||||
Empire Genomics Corp. | $444,915 Secured Promissory Note at 8% due December 31, 2026. | $ | — | $ | — | $ | 444,915 | ($ | 444,915 | ) | $ | — | ($ | 308,676 | ) | $ | 23,068 | |||||||||||||
1,576,499 common shares. | — | — | 157,655 | (157,655 | ) | — | — | — | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total Empire | $ | — | $ | — | 602,570 | (602,570 | ) | — | (308,676 | ) | 23,068 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total Control Investments | $ | — | $ | — | $ | 602,570 | ($ | 602,570 | ) | $ | — | ($ | 308,676 | ) | $ | 23,068 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Affiliate Investments: | ||||||||||||||||||||||||||||||
Applied Image Inc. | $1,750,000 Term Note at 10% due December 28, 2028. | $ | — | $ | — | $ | 1,750,000 | $ | — | $ | 1,750,000 | $ | — | $ | 17,500 | |||||||||||||||
Warrant for 1,167 shares. | — | — | — | — | — | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total Applied Image | — | — | 1,750,000 | — | 1,750,000 | — | 17,500 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
BMP Swanson Holdco, LLC | $1,600,000 Term Note at 12% due September 4, 2026. | — | — | 1,600,000 | — | 1,600,000 | — | 166,623 | ||||||||||||||||||||||
Preferred Membership Interest for 9.29%. | — | — | 233,333 | — | 233,333 | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total BMP Swanson | — | — | 1,833,333 | — | 1,833,333 | — | 166,623 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Carolina Skiff LLC | 6.0825% Class A Common Membership interest. | 1,500,000 | (200,000 | ) | — | — | 1,300,000 | — | 214,265 | |||||||||||||||||||||
ClearView Social, Inc. | 312,500 Series Seed Plus Preferred. | 200,000 | — | — | (200,000 | ) | — | 135,430 | — | |||||||||||||||||||||
DSD Operating, LLC | $2,745,000 Term Note at 12% (+2% PIK) due September 30, 2026. | — | — | 2,759,183 | — | 2,759,183 | — | 103,089 | ||||||||||||||||||||||
1,067 Class A Preferred shares. | — | — | 1,067,500 | — | 1,067,500 | — | — | |||||||||||||||||||||||
1,067 Class B Common shares. | — | — | — | — | — | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total DSD | — | — | 3,826,683 | — | 3,826,683 | — | 103,089 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Filterworks Acquisition USA, LLC | $2,283,702 Term Note at 12%. | 2,349,831 | — | 96,786 | — | 2,446,617 | — | 336,090 | ||||||||||||||||||||||
562.5 Class A Units. | 562,500 | (369,249 | ) | 63,743 | — | 256,994 | — | — | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total Filterworks | 2,912,331 | (369,249 | ) | 160,529 | — | 2,703,611 | — | 336,090 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
ITA Acquisition LLC | $1,900,000 Term Note at 12% (+2% PIK) due June 22, 2026. | — | — | 1,920,459 | — | 1,920,459 | — | 147,049 | ||||||||||||||||||||||
(g) $1,500,000 Term Note at 12% (+2% PIK) due June 22, 2026. | — | — | 1,516,152 | — | 1,516,152 | — | 118,220 | |||||||||||||||||||||||
(g) 500 Class A Preferred Units and 500 Class B Common Units. | — | (375,000 | ) | 500,000 | — | 125,000 | — | 14,096 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total ITA | — | (375,000 | ) | 3,936,611 | — | 3,561,611 | — | 279,365 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Knoa Software, Inc. | 973,533 Series A-1 Convertible Preferred. | 544,860 | (544,860 | ) | — | — | — | — | 87,771 | |||||||||||||||||||||
1,876,922 Series B Preferred. | 479,155 | — | — | — | 479,155 | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total Knoa | 1,024,015 | (544,860 | ) | — | — | 479,155 | — | 87,771 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Mezmeriz, Inc. | 1,554,565 Series Seed Preferred. | — | — | — | — | — | — | — | ||||||||||||||||||||||
Microcision LLC | $1,500,000 Subordinated Promissory Note at 10%. | 1,411,997 | — | 88,003 | (1,500,000 | ) | — | 57,215 | 126,711 | |||||||||||||||||||||
Membership Interest Purchase Warrant for 5%. | 95,000 | (10,000 | ) | — | — | 85,000 | — | — | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total Microcision | 1,506,997 | (10,000 | ) | 88,003 | (1,500,000 | ) | 85,000 | 57,215 | 126,711 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
New Monarch Machine Tool, Inc. | 22.84 Common. | 22,841 | (22,841 | ) | — | — | — | — | — | |||||||||||||||||||||
OnCore Golf Technology, Inc. | 300,483 Series AA Preferred. | 300,000 | — | — | (300,000 | ) | — | — | — | |||||||||||||||||||||
SciAps, Inc. | 187,500 Series A Preferred. | — | 210,000 | — | — | 210,000 | — | — | ||||||||||||||||||||||
274,299 Series A-1 Convertible Preferred. | — | 96,000 | — | — | 96,000 | — | — | |||||||||||||||||||||||
117,371 Series B Convertible Preferred. | — | 124,000 | — | — | 124,000 | — | — | |||||||||||||||||||||||
113,636 Series C Convertible Preferred. | — | 84,000 | — | — | 84,000 | — | — | |||||||||||||||||||||||
369,698 Series C-1 Convertible Preferred. | — | 207,000 | — | — | 207,000 | — | — | |||||||||||||||||||||||
147,059 Series D Convertible Preferred. | 250,000 | — | — | — | 250,000 | — | — | |||||||||||||||||||||||
Warrant to Purchase Series D-1 Preferred. | — | — | — | — | — | — | — | |||||||||||||||||||||||
$1,500,000 Subordinated Promissory Note at 12%. | 1,465,000 | — | 15,000 | — | 1,480,000 | — | 215,000 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total SciAps | 1,715,000 | 721,000 | 15,000 | — | 2,451,000 | — | 215,000 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company |
| Type of Investment |
| January 1, 2023, Fair Value |
|
| Net Change in Unrealized Appreciation (Depreciation) |
|
| Gross Additions |
|
| Gross Reductions |
|
| March 31, 2023, Fair Value |
|
| Net Realized Gains (Losses) |
|
| Amount of Interest/ |
| |||||||
Control Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
ITA Acquisition, LLC |
| $1,900,000 Term Note at 12% (+5% PIK) due June 21, 2026. |
| $ | 1,976,116 |
|
| $ | — |
|
| $ | 24,804 |
|
| $ | — |
|
| $ | 2,000,920 |
|
| $ | — |
|
| $ | 86,235 |
|
|
| $1,500,000 Term Note at 12% (+5% PIK) due June 21, 2026. |
|
| 1,560,091 |
|
|
| — |
|
|
| 19,583 |
|
|
| — |
|
|
| 1,579,674 |
|
|
| — |
|
|
| 68,581 |
|
|
| 1,124 Class A Preferred Units and 1,924 Class B Common Units. |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| Total ITA |
|
| 3,536,207 |
|
|
| — |
|
|
| 44,387 |
|
|
| — |
|
|
| 3,580,594 |
|
|
| — |
|
|
| 154,816 |
|
| Total Control Investments |
| $ | 3,536,207 |
|
| $ | — |
|
| $ | 44,387 |
|
| $ | — |
|
| $ | 3,580,594 |
|
| $ | — |
|
| $ | 154,816 |
| |
Affiliate Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Applied Image, Inc. |
| $1,750,000 Term Note at 10% due February 1, 2029. |
| $ | 1,750,000 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 1,750,000 |
|
| $ | — |
|
| $ | 45,276 |
|
| Warrant for 1,167 shares. |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
| Total Applied Image |
|
| 1,750,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,750,000 |
|
|
| — |
|
|
| 45,276 |
| |
BMP Food Service Supply Holdco, LLC |
| $4,820,000 Term Note at 12% due November 22, 2027. |
|
| 2,500,000 |
|
|
| — |
|
|
| 2,320,000 |
|
|
| — |
|
|
| 4,820,000 |
|
|
| — |
|
|
| 161,859 |
|
|
| 16.7% Preferred Interest. |
|
| 600,000 |
|
|
| — |
|
|
| — |
|
|
| (210,000 | ) |
|
| 390,000 |
|
|
| — |
|
|
| — |
|
|
| Total FSS |
|
| 3,100,000 |
|
|
| — |
|
|
| 2,320,000 |
|
|
| (210,000 | ) |
|
| 5,210,000 |
|
|
| — |
|
|
| 161,859 |
|
BMP Swanson Holdco, LLC |
| $1,600,000 Term Note at 12% due September 4, 2026. |
|
| 1,600,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,600,000 |
|
|
| — |
|
|
| 49,667 |
|
| Preferred Membership Interest for 9.29%. |
|
| 233,333 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 233,333 |
|
|
| — |
|
|
| — |
| |
| Total BMP Swanson |
|
| 1,833,333 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,833,333 |
|
|
| — |
|
|
| 49,667 |
| |
Carolina Skiff LLC |
| 6.0825% Class A Common Membership Interest. |
|
| 1,957,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,957,000 |
|
|
| — |
|
|
| 299,173 |
|
DSD Operating, LLC |
| $3,063,276 Term Note at 12% (+2% PIK) due September 30, 2026. |
|
| 3,139,782 |
|
|
| — |
|
|
| 15,699 |
|
|
| — |
|
|
| 3,155,481 |
|
|
| — |
|
|
| 113,705 |
|
| 1,067 Class A Preferred shares. |
|
| 1,954,198 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,954,198 |
|
|
| — |
|
|
| — |
| |
| 1,067 Class B Common shares. |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
| Total DSD |
|
| 5,093,980 |
|
|
| — |
|
|
| 15,699 |
|
|
| — |
|
|
| 5,109,679 |
|
|
| — |
|
|
| 113,705 |
| |
Filterworks Acquisition USA, LLC |
| $2,283,702 Term Note modified to 3% (+11% PIK) through June 30, 2023, then 6% (+8% PIK) through November 30, 2023, thereafter 12% (+2% PIK), due August 30, 2024. |
|
| 2,633,105 |
|
|
| — |
|
|
| 72,410 |
|
|
| — |
|
|
| 2,705,515 |
|
|
| — |
|
|
| 92,158 |
|
|
| 626.2 shares Class A-1 Units. |
|
| 256,994 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 256,994 |
|
|
| — |
|
|
| — |
|
|
| 417.7 shares Class A-0 Units. |
|
| 139,232 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 139,232 |
|
|
| — |
|
|
| — |
|
|
| Total Filterworks |
|
| 3,029,331 |
|
|
| — |
|
|
| 72,410 |
|
|
| — |
|
|
| 3,101,741 |
|
|
| — |
|
|
| 92,158 |
|
Knoa Software, Inc. |
| 973,533 Series A-1 Convertible Preferred. |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 34,850 |
|
|
| 1,876,922 Series B Preferred. |
|
| 100,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 100,000 |
|
|
| — |
|
|
| — |
|
|
| Total Knoa |
|
| 100,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 100,000 |
|
|
| — |
|
|
| 34,850 |
|
Mezmeriz, Inc. |
| 1,554,565 Series Seed Preferred. |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Microcision LLC |
| Membership Interest Purchase Warrant for 5%. |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 58,329 |
|
|
| — |
|
Pressure Pro, Inc. |
| $3,000,000 Term Note at 12% (+3% PIK) due January 19, 2028. |
|
| — |
|
|
| — |
|
|
| 2,989,250 |
|
|
| — |
|
|
| 2,989,250 |
|
|
| — |
|
|
| 112,650 |
|
|
| Warrant for 10% Membership Interest. |
|
| — |
|
|
| — |
|
|
| 30,000 |
|
|
| — |
|
|
| 30,000 |
|
|
| — |
|
|
| — |
|
|
| Total Pressure Pro |
|
| — |
|
|
| — |
|
|
| 3,019,250 |
|
|
| — |
|
|
| 3,019,250 |
|
|
| — |
|
|
| 112,650 |
|
10
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
DecemberMarch 31, 20212023 (Continued)
(Unaudited)
Company | Type of Investment | January 1, 2021, Fair Value | Net Change in Unrealized Appreciation (Depreciation) | Gross Additions (1) | Gross Reductions (2) | December 31, 2021 Fair Value | Net Realized (Losses) Gains | Amount of Interest/ Dividend/ Fee Income (3) | ||||||||||||||||||||||
Seybert’s Billiards Corporation | $1,400,000 Term Note at 12% (+2% PIK) due January 19, 2026. | — | — | 1,907,774 | — | 1,907,774 | — | 209,904 | ||||||||||||||||||||||
Warrant for 4%. | — | — | 25,000 | — | 25,000 | — | — | |||||||||||||||||||||||
(g) $1,400,000 Term Note at 12% (+2% PIK) due January 19, 2026. | — | — | 1,406,690 | — | 1,406,690 | — | 201,922 | |||||||||||||||||||||||
Warrant for 4%. | — | — | 25,000 | — | 25,000 | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total Seybert’s | — | — | 3,364,464 | — | 3,364,464 | — | 411,826 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Tilson Technology Management, Inc. | 120,000 Series B Preferred. | 1,950,000 | 1,950,000 | — | — | 3,900,000 | — | 52,500 | ||||||||||||||||||||||
21,391 Series C Preferred. | 347,604 | 347,396 | — | — | 695,000 | — | — | |||||||||||||||||||||||
70,176 Series D Preferred. | 1,140,360 | 1,139,640 | — | — | 2,280,000 | — | — | |||||||||||||||||||||||
15,385 Series E Preferred. | 500,012 | — | — | — | 500,012 | — | — | |||||||||||||||||||||||
23,077 Series F Preferred. | 750,003 | — | — | — | 750,003 | — | — | |||||||||||||||||||||||
211,567 SQF Hold Co. Common. | 22,036 | 777,964 | — | — | 800,000 | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total Tilson | 4,710,015 | 4,215,000 | — | — | 8,925,015 | — | 52,500 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total Affiliate Investments | $ | 13,891,199 | $ | 3,414,050 | $ | 14,974,623 | ($ | 2,000,000 | ) | $ | 30,279,872 | $ | 192,645 | $ | 2,010,740 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total Control and Affiliate Investments | $ | 13,891,199 | $ | 3,414,050 | $ | 15,577,193 | ($ | 2,602,570 | ) | $ | 30,279,872 | ($ | 116,031 | ) | $ | 2,033,808 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company |
| Type of Investment |
| January 1, 2023, Fair Value |
|
| Net Change in Unrealized Appreciation (Depreciation) |
|
| Gross Additions |
|
| Gross Reductions |
|
| March 31, 2023, Fair Value |
|
| Net Realized Gains (Losses) |
|
| Amount of Interest/ |
| |||||||
SciAps, Inc. |
| 187,500 Series A Preferred. |
|
| 1,500,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,500,000 |
|
|
| — |
|
|
| — |
|
|
| 274,299 Series A1 Convertible Preferred. |
|
| 504,710 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 504,710 |
|
|
| — |
|
|
| — |
|
|
| 117,371 Series B Convertible Preferred. |
|
| 250,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 250,000 |
|
|
| — |
|
|
| — |
|
|
| 113,636 Series C Convertible Preferred. |
|
| 175,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 175,000 |
|
|
| — |
|
|
| — |
|
|
| 369,698 Series C1 Convertible Preferred. |
|
| 399,274 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 399,274 |
|
|
| — |
|
|
| — |
|
|
| 147,059 Series D Convertible Preferred. |
|
| 250,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 250,000 |
|
|
| — |
|
|
| — |
|
|
| Warrant to purchase Series D-1 Preferred. |
|
| 45,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 45,000 |
|
|
| — |
|
|
| — |
|
|
| $2,090,000 Second Amended and Restated Secured Subordinated Promissory Note at 12% due August 20, 2024. |
|
| 2,085,000 |
|
|
| — |
|
|
| 3,750 |
|
|
| — |
|
|
| 2,088,750 |
|
|
| — |
|
|
| 71,450 |
|
|
| Total SciAps |
|
| 5,208,984 |
|
|
| — |
|
|
| 3,750 |
|
|
| — |
|
|
| 5,212,734 |
|
|
| — |
|
|
| 71,450 |
|
Seybert’s Billiards Corporation |
| $4,139,444 Term Note at 12% (+2% PIK) due January 19, 2026. |
|
| 4,184,106 |
|
|
| — |
|
|
| 22,249 |
|
|
| — |
|
|
| 4,206,355 |
|
|
| — |
|
|
| 154,778 |
|
|
| Warrant for 4% Membership Interest. |
|
| 25,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 25,000 |
|
|
| — |
|
|
| — |
|
|
| $1,435,435 Term Note at 12% (+2% PIK) due January 19, 2026. |
|
| 1,440,855 |
|
|
| — |
|
|
| 8,532 |
|
|
| — |
|
|
| 1,449,387 |
|
|
| — |
|
|
| 54,120 |
|
|
| Warrant for 4% Membership Interest. |
|
| 25,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 25,000 |
|
|
| — |
|
|
| — |
|
|
| 5.82 Common shares. |
|
| 194,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 194,000 |
|
|
| — |
|
|
| — |
|
|
| Total Seybert’s |
|
| 5,868,961 |
|
|
| — |
|
|
| 30,781 |
|
|
| — |
|
|
| 5,899,742 |
|
|
| — |
|
|
| 208,898 |
|
Tilson Technology |
| 120,000 Series B Preferred. |
|
| 4,559,500 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 4,559,500 |
|
|
| — |
|
|
| 13,125 |
|
Management, Inc. |
| 21,391 Series C Preferred. |
|
| 812,800 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 812,800 |
|
|
| — |
|
|
| — |
|
|
| 70,176 Series D Preferred. |
|
| 2,666,400 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,666,400 |
|
|
| — |
|
|
| — |
|
|
| 15,385 Series E Preferred. |
|
| 584,500 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 584,500 |
|
|
| — |
|
|
| — |
|
|
| 23,077 Series F Preferred. |
|
| 876,800 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 876,800 |
|
|
| — |
|
|
| — |
|
|
| 211,567 A-1 Units of SQF Holdco LLC. |
|
| 800,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 800,000 |
|
|
| — |
|
|
| — |
|
|
| 250 Class D-1 Units of SQF Holdco LLC. |
|
| — |
|
|
| — |
|
|
| 250,000 |
|
|
| — |
|
|
| 250,000 |
|
|
| — |
|
|
| — |
|
|
| Total Tilson |
|
| 10,300,000 |
|
|
| — |
|
|
| 250,000 |
|
|
| — |
|
|
| 10,550,000 |
|
|
| — |
|
|
| 13,125 |
|
|
| Total Affiliate Investments |
| $ | 38,241,589 |
|
| $ | — |
|
| $ | 5,711,890 |
|
| $ | (210,000 | ) |
| $ | 43,743,479 |
|
| $ | 58,329 |
|
| $ | 1,202,811 |
|
| Total Control and Affiliate Investments |
| $ | 41,777,796 |
|
| $ | — |
|
| $ | 5,756,277 |
|
| $ | (210,000 | ) |
| $ | 47,324,073 |
|
| $ | 58,329 |
|
| $ | 1,357,627 |
|
This schedule should be read in conjunction with the Corporation’s Consolidated Financial Statements, including the Notes to the Consolidated Financial Statements and the Consolidated Schedule of Portfolio Investments.
|
|
|
11
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
DecemberMarch 31, 20212023 (Continued)
(Unaudited)
Industry Classification | Percentage of Total | ||||
| 31.8 | % | |||
| 24.4 | ||||
| 14.6 | ||||
| 12.1 | ||||
| 11.4 | ||||
BDC Investment Funds | 5.5 | ||||
| 0.2 | ||||
| |||||
Total Investments | |||||
| |||||
100 | % |
12
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2022
Company, Geographic Location, Business Description, (Industry) and Website |
| (a) |
| (b) |
| (c) |
| Cost |
|
| (d)(f) |
|
| Percent of Net Assets | ||
Non-Control/Non-Affiliate Investments – 34.2% of net assets: (g) (j) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
ACV Auctions, Inc. (e)(n) |
| 319,934 shares of Class A Common Stock valued at $7.87 per share. |
| 8/12/16 |
| <1% |
| $ | 87,219 |
|
| $ | 2,517,881 |
|
| 4.4% |
Buffalo, NY. Live mobile wholesale auctions for new and used car dealers. (Software) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
www.acvauctions.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Ares Capital Corporation (n) |
| 21,000 shares. |
| 3/16/20 |
| <1% |
|
| 267,140 |
|
|
| 389,130 |
|
| 0.7% |
Barings BDC, Inc. (n) |
| 40,000 shares. |
| 8/13/20 |
| <1% |
|
| 333,352 |
|
|
| 326,400 |
|
| 0.6% |
Caitec, Inc. (l) |
| $1,750,000 Subordinated Secured Promissory Note at 12% (+2% PIK) due June 1, 2026. |
| 11/6/20 |
| 4% |
|
| 1,827,941 |
|
|
| 1,827,941 |
|
| 6.9% |
www.caitec.com |
| 150 Class A Units. |
| 11/6/20 |
|
|
|
| 150,000 |
|
|
| 150,000 |
|
|
|
|
| $1,750,000 Subordinated Secured Promissory Note at 12% (+2% PIK) due June 1, 2026. |
| 11/6/20 |
|
|
|
| 1,827,941 |
|
|
| 1,827,941 |
|
|
|
|
| 150 Class A Units. |
| 11/6/20 |
|
|
|
| 150,000 |
|
|
| 150,000 |
|
|
|
|
| Total Caitec |
|
|
|
|
|
| 3,955,882 |
|
|
| 3,955,882 |
|
|
|
Carlyle Secured Lending Inc. (formerly TCG BDC, Inc.) (n) |
| 86,000 shares. |
| 8/13/20 |
| <1% |
|
| 899,749 |
|
|
| 1,229,227 |
|
| 2.1% |
FS KKR Capital Corp. (n) |
| 48,000 shares. |
| 3/16/20 |
| <1% |
|
| 755,058 |
|
|
| 835,360 |
|
| 1.4% |
GoNoodle, Inc. (h) (l) |
| $1,500,000 Secured Note at 12% (1% PIK) due September 30, 2024. |
| 11/1/19 |
| <1% |
|
| 1,411,768 |
|
|
| 1,411,768 |
|
| 2.4% |
software providing core aligned physical |
| Warrant for 47,324 Series C Preferred. |
| 3/1/15 |
|
|
|
| 25 |
|
|
| 25 |
|
|
|
activity breaks. (Software) |
| Warrant for 21,948 Series D Preferred. |
| 11/1/19 |
|
|
|
| 38 |
|
|
| 38 |
|
|
|
www.gonoodle.com |
| Total GoNoodle |
|
|
|
|
|
| 1,411,831 |
|
|
| 1,411,831 |
|
|
|
HDI Acquisition LLC (Hilton Displays) (l) |
| $1,245,119 Term Loan at 12% (+2% PIK) due June 20, 2023. |
| 11/8/19 |
| 0% |
|
| 1,327,782 |
|
|
| 1,327,782 |
|
| 2.3% |
and maintenance of signage and brands. (Manufacturing) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
www.hiltondisplays.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Lumious (Tech 2000, Inc.) (h) |
| $850,000 Replacement Term Note at 14% due November 15, 2023. |
| 11/16/18 |
| 0% |
|
| 789,944 |
|
|
| 789,944 |
|
| 1.4% |
training. (Software) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
www.t2000inc.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Mattison Avenue Holdings LLC (l) |
| $1,794,944 Third Amended, Restated and Consolidated Promissory Note at 12% (2% PIK) due December 9, 2023. |
| 6/23/21 |
| 0% |
|
| 1,856,536 |
|
|
| 1,856,536 |
|
| 3.2% |
www.mattisonsalonsuites.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes
13
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2022 (Continued)
Company, Geographic Location, Business Description, (Industry) and Website |
| (a) |
| (b) |
| (c) |
| Cost |
|
| (d)(f) |
|
| Percent of Net Assets | ||
Nailbiter, Inc. |
| $2,250,000 Membership Interest of USB Focus Fund Nailbiter I, LLC with economic interest of $2,250,000 Subordinated Secured Promissory Note at net 9% due November 23, 2024. |
| 11/22/21 |
| <1% |
|
| 2,250,000 |
|
|
| 2,250,000 |
|
| 3.9% |
www.nailbiter.com |
| Warrants for Preferred Stock. |
|
|
|
|
|
| — |
|
|
| — |
|
|
|
|
| Total Nailbiter, Inc. |
|
|
|
|
|
| 2,250,000 |
|
|
| 2,250,000 |
|
|
|
OnCore Golf Technology, Inc. (e) |
| 300,483 Preferred AA. |
| 11/30/18 |
| 3% |
|
| 752,712 |
|
|
| 100,000 |
|
| 0.2% |
Open Exchange, Inc. (e) |
| 397,899 Series C Preferred. |
| 11/13/13 |
| 3% |
|
| 1,193,697 |
|
|
| 1,193,697 |
|
| 2.4% |
Lincoln, MA. Online presentation and training |
| 397,899 Common. |
| 10/22/19 |
|
|
|
| 208,243 |
|
|
| 208,243 |
|
|
|
software. (Software) |
| Total Open Exchange |
|
|
|
|
|
| 1,401,940 |
|
|
| 1,401,940 |
|
|
|
www.openexc.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
PennantPark Investment Corporation (n) |
| 195,000 shares. |
| 8/13/20 |
| <1% |
|
| 892,212 |
|
|
| 1,109,550 |
|
| 1.9% |
PostProcess Technologies, Inc. (e) |
| 360,002 Series A1 Preferred. |
| 11/1/19 |
| <1% |
|
| 348,875 |
|
|
| 100,000 |
|
| 0.2% |
Rheonix, Inc. (e) |
| 9,676 Common. |
| 10/29/09 |
| 4% |
|
| — |
|
|
| — |
|
| 0.0% |
Ithaca, NY. Developer of fully automated |
| 1,839,422 Series A Preferred. |
| 12/12/13 |
|
|
|
| 2,099,999 |
|
|
| — |
|
|
|
microfluidic based molecular assay and |
| 50,593 Common. |
| 10/24/09 |
|
|
|
| — |
|
|
| — |
|
|
|
diagnostic testing devices. (Health Care) |
| 589,420 Series B Preferred. |
| 9/29/15 |
|
|
|
| 702,732 |
|
|
| — |
|
|
|
www.rheonix.com |
| Total Rheonix |
|
|
|
|
|
| 2,802,731 |
|
|
| — |
|
|
|
Somerset Gas Transmission Company, LLC (e)(m) |
| 26.5337 Units. |
| 4/1/05 |
| 3% |
|
| 719,097 |
|
|
| 125,000 |
|
| 0.2% |
Subtotal Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
| $ | 20,852,060 |
|
| $ | 19,726,463 |
|
|
|
Affiliate Investments – 66.3% of net assets (g) (k) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Applied Image, Inc. |
| $1,750,000 Term Note at 10% due February 1, 2029. |
| 12/31/21 |
| 12% |
|
| 1,750,000 |
|
|
| 1,750,000 |
|
| 3.0% |
imaged optical components and calibration |
| Warrant for 1,167 shares. |
| 12/31/21 |
|
|
|
| — |
|
|
| — |
|
|
|
standards for a wide range of industries and |
| Total Applied Image |
|
|
|
|
|
| 1,750,000 |
|
|
| 1,750,000 |
|
|
|
applications. (Manufacturing) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
BMP Food Service Supply Holdco, LLC (m) |
| $2,500,000 Term Note at 12% due November 22, 2027. |
| 11/22/22 |
| 24% |
|
| 2,500,000 |
|
|
| 2,500,000 |
|
| 5.4% |
distribution, and installation services for |
| 24.83% Preferred Interest |
|
|
|
|
|
| 600,000 |
|
|
| 600,000 |
|
|
|
commercial kitchen renovations and new builds. |
| Total BMP Food Service Supply |
|
|
|
|
|
| 3,100,000 |
|
|
| 3,100,000 |
|
|
|
(Professional Services) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
BMP Swanson Holdco, LLC (m) |
| $1,600,000 Term Note at 12% due September 4, 2026. |
| 3/4/21 |
| 9% |
|
| 1,600,000 |
|
|
| 1,600,000 |
|
| 3.2% |
variety of fire protection systems. |
| Preferred Membership Interest for 9.29%. |
| 3/4/21 |
|
|
|
| 233,333 |
|
|
| 233,333 |
|
|
|
(Professional Services) |
| Total BMP Swanson |
|
|
|
|
|
| 1,833,333 |
|
|
| 1,833,333 |
|
|
|
www.swansonfire.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes
14
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2022 (Continued)
Company, Geographic Location, Business Description, (Industry) and Website |
| (a) |
| (b) |
| (c) |
| Cost |
|
| (d)(f) |
|
| Percent of Net Assets | ||
Carolina Skiff LLC (m) |
| 6.0825% Class A Common Membership Interest. |
| 1/30/04 |
| 7% |
|
| 15,000 |
|
|
| 1,957,000 |
|
| 3.4% |
and pleasure boats. (Manufacturing) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
DSD Operating, LLC (l)(m) |
| $3,063,276 Term Note at 12% (+2% PIK) due September 30, 2026. |
| 9/30/21 |
| 11% |
|
| 3,139,782 |
|
|
| 3,139,782 |
|
| 8.8% |
dealerships. (Automotive) |
| 1,067 Class A Preferred shares. |
|
|
|
|
|
| 1,067,500 |
|
|
| 1,954,198 |
|
|
|
www.dsdteam.com |
| 1,067 Class B Common shares. |
|
|
|
|
|
| — |
|
|
| — |
|
|
|
|
| Total DSD |
|
|
|
|
|
| 4,207,282 |
|
|
| 5,093,980 |
|
|
|
Filterworks Acquisition USA, LLC DBA Autotality (l)(m) |
| $2,283,702 Term Note at 12% (+2% PIK) modified to 8% PIK and 6% payable in A-0 shares for the period May 1, through December 31, 2022, due December 4, 2023. |
| 11/18/19 |
| 8% |
|
| 2,633,105 |
|
|
| 2,633,105 |
|
| 5.3% |
(Automotive) |
| 626.2 shares Class A-1 Units. |
| 6/3/22 |
|
|
|
| 626,243 |
|
|
| 256,994 |
|
|
|
www.autotality.com |
| 417.7 shares Class A-0 Units. |
| 9/30/22 |
|
|
|
| 139,232 |
|
|
| 139,232 |
|
|
|
| Total Filterworks |
|
|
|
|
|
| 3,398,580 |
|
|
| 3,029,331 |
|
|
| |
Knoa Software, Inc. |
| 973,533 Series A-1 Convertible Preferred. |
| 11/20/12 |
| 7% |
|
| 750,000 |
|
|
| — |
|
| 0.2% |
New York, NY. End user experience |
| 1,876,922 Series B Preferred. |
| 6/9/14 |
|
|
|
| 479,155 |
|
|
| 100,000 |
|
|
|
management and performance (EMP) solutions |
| Total Knoa |
|
|
|
|
|
| 1,229,155 |
|
|
| 100,000 |
|
|
|
utilizing enterprise applications. (Software) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
www.knoa.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Mezmeriz, Inc. (e) |
| 1,554,565 Series Seed Preferred. |
| 5/14/15 |
| 12% |
|
| 742,850 |
|
|
| — |
|
| 0.0% |
Ithaca, NY. Technology company developing novel reality capture tools for 3D mapping, reality modeling, object tracking and classification. (Electronics Developer) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
www.mezmeriz.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
SciAps, Inc. |
| 187,500 Series A Preferred. |
| 7/12/13 |
| 6% |
|
| 1,500,000 |
|
|
| 1,500,000 |
|
| 9.0% |
Woburn, MA. Instrumentation company |
| 274,299 Series A1 Convertible Preferred. |
| 4/4/14 |
|
|
|
| 504,710 |
|
|
| 504,710 |
|
|
|
producing portable analytical devices using |
| 117,371 Series B Convertible Preferred. |
| 8/31/15 |
|
|
|
| 250,000 |
|
|
| 250,000 |
|
|
|
XRF, LIBS and RAMAN spectroscopy to |
| 113,636 Series C Convertible Preferred. |
| 4/7/16 |
|
|
|
| 175,000 |
|
|
| 175,000 |
|
|
|
identify compounds, minerals, and elements. |
| 369,698 Series C1 Convertible Preferred. |
| 4/7/16 |
|
|
|
| 399,274 |
|
|
| 399,274 |
|
|
|
(Manufacturing) |
| 147,059 Series D Convertible Preferred. |
| 5/9/17 |
|
|
|
| 250,000 |
|
|
| 250,000 |
|
|
|
www.sciaps.com |
| Warrant to purchase Series D-1 Preferred. |
| 5/9/17 |
|
|
|
| 45,000 |
|
|
| 45,000 |
|
|
|
|
| $2,090,000 Second Amended and Restated Secured Subordinated Promissory Note at 12% due August 20, 2024. |
| 8/20/21 |
|
|
|
| 2,085,000 |
|
|
| 2,085,000 |
|
|
|
|
| Total SciAps |
|
|
|
|
|
| 5,208,984 |
|
|
| 5,208,984 |
|
|
|
Seybert’s Billiards Corporation (l) |
| $4,139,444 Term Note at 12% (+2% PIK) due January 19, 2026. |
| 11/22/21 |
| 8% |
|
| 4,184,106 |
|
|
| 4,184,106 |
|
| 10.2% |
(Consumer Product) |
| Warrant for 4% Membership Interest. |
| 1/19/21 |
|
|
|
| 25,000 |
|
|
| 25,000 |
|
|
|
www.seyberts.com |
| $1,435,435 Term Note at 12% (+2% PIK) due January 19, 2026. |
| 1/19/21 |
|
|
|
| 1,440,855 |
|
|
| 1,440,855 |
|
|
|
|
| Warrant for 4% Membership Interest. |
| 1/19/21 |
|
|
|
| 25,000 |
|
|
| 25,000 |
|
|
|
|
| 5.82 Common shares |
| 10/24/22 |
|
|
|
| 194,000 |
|
|
| 194,000 |
|
|
|
|
| Total Seybert’s |
|
|
|
|
|
| 5,868,961 |
|
|
| 5,868,961 |
|
|
|
See accompanying notes
15
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2022 (Continued)
Company, Geographic Location, Business Description, (Industry) and Website |
| (a) |
| (b) |
| (c) |
| Cost |
|
| (d)(f) |
|
| Percent of Net Assets | ||
Tilson Technology Management, Inc. |
| *120,000 Series B Preferred. |
| 1/20/15 |
| 9% |
|
| 600,000 |
|
|
| 4,559,500 |
|
| 17.8% |
Portland, ME. Provides network deployment |
| *21,391 Series C Preferred. |
| 9/28/16 |
|
|
|
| 200,000 |
|
|
| 812,800 |
|
|
|
construction and information system services |
| *70,176 Series D Preferred. |
| 9/29/17 |
|
|
|
| 800,000 |
|
|
| 2,666,400 |
|
|
|
management for cellular, fiber optic and |
| *15,385 Series E Preferred. |
| 3/15/19 |
|
|
|
| 500,012 |
|
|
| 584,500 |
|
|
|
wireless systems providers. Its affiliated |
| 211,567 Class A-1 Units of SQF Holdco LLC. |
| 3/15/19 |
|
|
|
| — |
|
|
| 800,000 |
|
|
|
small cell 5G deployment. |
| 23,077 Series F Preferred. |
| 6/15/20 |
|
|
|
| 750,003 |
|
|
| 876,800 |
|
|
|
(Professional Services) |
| Total Tilson |
|
|
|
|
|
| 2,850,015 |
|
|
| 10,300,000 |
|
|
|
www.tilsontech.com |
| *2.5% dividend payable quarterly. |
|
|
|
|
|
|
|
|
|
|
|
| ||
Subtotal Affiliate Investments |
|
|
|
|
|
|
| $ | 30,204,160 |
|
| $ | 38,241,589 |
|
|
|
Control Investments - 6.1% of net assets (o) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
ITA Acquisition, LLC (l)(m) |
| $1,900,000 Term Note at 12% (+2% PIK) due June 21, 2026. |
| 6/22/21 |
| 37% |
|
| 1,976,116 |
|
|
| 1,976,116 |
|
| 6.1% |
manufacturing. (Manufacturing) |
| $1,500,000 Term Note at 12% (+2% PIK) due June 21, 2026. |
| 6/22/21 |
|
|
|
| 1,560,091 |
|
|
| 1,560,091 |
|
|
|
|
| 1,124 Class A Preferred Units and 1,924 Class B Common Units. |
| 6/22/21 |
|
|
|
| 1,123,810 |
|
|
| — |
|
|
|
|
| Total ITA |
|
|
|
|
|
| 4,660,017 |
|
|
| 3,536,207 |
|
|
|
Subtotal Control Investments |
|
|
|
|
|
|
| $ | 4,660,017 |
|
| $ | 3,536,207 |
|
|
|
TOTAL INVESTMENTS – 106.6% |
|
|
|
|
|
|
| $ | 55,716,237 |
|
| $ | 61,504,259 |
|
|
|
LIABILITIES IN EXCESS OF OTHER ASSETS - (6.6%) |
|
|
|
|
|
|
|
|
|
|
| (3,782,939 | ) |
|
| |
NET ASSETS – 100% |
|
|
|
|
|
|
|
|
|
| $ | 57,721,320 |
|
|
|
See accompanying notes
16
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2022 (Continued)
Notes to the Consolidated Schedule of Portfolio Investments
(a)
17
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2022 (Continued)
Investments in and Advances to Affiliates
Company |
| Type of Investment |
| January 1, 2022, Fair Value |
|
| Net Change in Unrealized Appreciation (Depreciation) |
|
| Gross Additions |
|
| Gross Reductions |
|
| December 31, 2022, Fair Value |
|
| Net Realized Gains (Losses) |
|
| Amount of Interest/ |
| |||||||
Control Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
ITA Acquisition, LLC |
| $1,900,000 Term Note at 12% (+2% PIK) due June 21, 2026. |
| $ | — |
|
| $ | — |
|
| $ | 1,976,116 |
|
| $ | — |
|
| $ | 1,976,116 |
|
| $ | — |
|
| $ | 159,738 |
|
|
| $1,500,000 Term Note at 12% (+2% PIK) due June 21, 2026. |
|
| — |
|
|
| — |
|
|
| 1,560,091 |
|
|
| — |
|
|
| 1,560,091 |
|
|
| — |
|
|
| 127,117 |
|
|
| 1,124 Class A Preferred Units and 1,924 Class B Common Units. |
|
| — |
|
|
| (748,810 | ) |
|
| 748,810 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| Total ITA |
|
| — |
|
|
| (748,810 | ) |
|
| 4,285,017 |
|
|
| — |
|
|
| 3,536,207 |
|
|
| — |
|
|
| 286,855 |
|
| Total Control Investments |
| $ | — |
|
| $ | (748,810 | ) |
| $ | 4,285,017 |
|
| $ | — |
|
| $ | 3,536,207 |
|
| $ | — |
|
| $ | 286,855 |
| |
Affiliate Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Applied Image, Inc. |
| $1,750,000 Term Note at 10% due February 1, 2029. |
| $ | 1,750,000 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 1,750,000 |
|
| $ | — |
|
| $ | 184,022 |
|
| Warrant for 1,167 shares. |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
| Total Applied Image |
|
| 1,750,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,750,000 |
|
|
| — |
|
|
| 184,022 |
| |
BMP Food Service Supply Holdco, LLC |
| $2,500,000 Term Note at 12% due November 22, 2027. |
|
| — |
|
|
| — |
|
|
| 2,500,000 |
|
|
| — |
|
|
| 2,500,000 |
|
|
| — |
|
|
| 33,533 |
|
|
| 24.83% Preferred Interest |
|
| — |
|
|
| — |
|
|
| 600,000 |
|
|
| — |
|
|
| 600,000 |
|
|
| — |
|
|
| — |
|
|
| Total FSS |
|
| — |
|
|
| — |
|
|
| 3,100,000 |
|
|
| — |
|
|
| 3,100,000 |
|
|
| — |
|
|
| 33,533 |
|
BMP Swanson Holdco, LLC |
| $1,600,000 Term Note at 12% due September 4, 2026. |
|
| 1,600,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,600,000 |
|
|
| — |
|
|
| 201,334 |
|
| Preferred Membership Interest for 9.29%. |
|
| 233,333 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 233,333 |
|
|
| — |
|
|
| — |
| |
| Total BMP Swanson |
|
| 1,833,333 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,833,333 |
|
|
| — |
|
|
| 201,334 |
| |
Carolina Skiff LLC |
| 6.0825% Class A Common Membership Interest. |
|
| 1,300,000 |
|
|
| 657,000 |
|
|
| — |
|
|
| — |
|
|
| 1,957,000 |
|
|
| — |
|
|
| 653,437 |
|
DSD Operating, LLC |
| $3,063,276 Term Note at 12% (+2% PIK) due September 30, 2026. |
|
| 2,759,183 |
|
|
| — |
|
|
| 380,599 |
|
|
| — |
|
|
| 3,139,782 |
|
|
| — |
|
|
| 720,247 |
|
| 1,067 Class A Preferred shares. |
|
| 1,067,500 |
|
|
| 886,698 |
|
|
| — |
|
|
| — |
|
|
| 1,954,198 |
|
|
| — |
|
|
| — |
| |
| 1,067 Class B Common shares. |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
| Total DSD |
|
| 3,826,683 |
|
|
| 886,698 |
|
|
| 380,599 |
|
|
| — |
|
|
| 5,093,980 |
|
|
| — |
|
|
| 720,247 |
| |
Filterworks Acquisition USA, LLC |
| $2,283,702 Term Note at 12% (+2% PIK) modified to 8% PIK and 6% payable in A-0 shares for the period May 1, through December 31, 2022, due December 4, 2023. |
|
| 2,446,617 |
|
|
| — |
|
|
| 186,488 |
|
|
| — |
|
|
| 2,633,105 |
|
|
| — |
|
|
| 358,545 |
|
|
| 626.2 shares Class A-1 Units. |
|
| 256,994 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 256,994 |
|
|
| — |
|
|
| — |
|
|
| 417.7 shares Class A-0 Units. |
|
| — |
|
|
| — |
|
|
| 139,232 |
|
|
| — |
|
|
| 139,232 |
|
|
| — |
|
|
| — |
|
|
| Total Filterworks |
|
| 2,703,611 |
|
|
| — |
|
|
| 325,720 |
|
|
| — |
|
|
| 3,029,331 |
|
|
| — |
|
|
| 358,545 |
|
ITA Acquisition, LLC |
| $1,900,000 Term Note at 12% (+2% PIK) due June 21, 2026. |
|
| 1,920,459 |
|
|
| — |
|
|
| 29,324 |
|
|
| (1,949,783 | ) |
|
| — |
|
|
| — |
|
|
| 139,547 |
|
| $1,500,000 Term Note at 12% (+2% PIK) due June 21, 2026. |
|
| 1,516,152 |
|
|
| — |
|
|
| 23,151 |
|
|
| (1,539,303 | ) |
|
| — |
|
|
| — |
|
|
| 110,373 |
| |
| 1,124 Class A Preferred Units and 1,924 Class B Common Units. |
|
| 125,000 |
|
|
| — |
|
|
| 623,810 |
|
|
| (748,810 | ) |
|
| — |
|
|
| — |
|
|
| — |
| |
| Total ITA |
|
| 3,561,611 |
|
|
| — |
|
|
| 676,285 |
|
|
| (4,237,896 | ) |
|
| — |
|
|
| — |
|
|
| 249,920 |
| |
Knoa Software, Inc. |
| 973,533 Series A-1 Convertible Preferred. |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,876,922 Series B Preferred. |
|
| 479,155 |
|
|
| (379,155 | ) |
|
| — |
|
|
| — |
|
|
| 100,000 |
|
|
| — |
|
|
| — |
|
|
| Total Knoa |
|
| 479,155 |
|
|
| (379,155 | ) |
|
| — |
|
|
| — |
|
|
| 100,000 |
|
|
| — |
|
|
| — |
|
Mezmeriz, Inc. |
| 1,554,565 Series Seed Preferred. |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Microcision |
| Membership Interest Purchase Warrant for 5%. |
|
| 85,000 |
|
|
| — |
|
|
| — |
|
|
| (85,000 | ) |
|
| — |
|
|
| 190,000 |
|
|
| — |
|
New Monarch Machine Tool, Inc. |
| 22.84 Common. |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (22,841 | ) |
|
| — |
|
See accompanying notes
18
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2022 (Continued)
Company |
| Type of Investment |
| January 1, 2022, Fair Value |
|
| Net Change in Unrealized Appreciation (Depreciation) |
|
| Gross Additions |
|
| Gross Reductions |
|
| December 31, 2022, Fair Value |
|
| Net Realized Gains (Losses) |
|
| Amount of Interest/ |
| |||||||
SciAps, Inc. |
| 187,500 Series A Preferred. |
|
| 210,000 |
|
|
| 1,290,000 |
|
|
| — |
|
|
| — |
|
|
| 1,500,000 |
|
|
| — |
|
|
| — |
|
|
| 274,299 Series A1 Convertible Preferred. |
|
| 96,000 |
|
|
| 408,710 |
|
|
| — |
|
|
| — |
|
|
| 504,710 |
|
|
| — |
|
|
| — |
|
|
| 117,371 Series B Convertible Preferred. |
|
| 124,000 |
|
|
| 126,000 |
|
|
| — |
|
|
| — |
|
|
| 250,000 |
|
|
| — |
|
|
| — |
|
|
| 113,636 Series C Convertible Preferred. |
|
| 84,000 |
|
|
| 91,000 |
|
|
| — |
|
|
| — |
|
|
| 175,000 |
|
|
| — |
|
|
| — |
|
|
| 369,698 Series C1 Convertible Preferred. |
|
| 207,000 |
|
|
| 192,274 |
|
|
| — |
|
|
| — |
|
|
| 399,274 |
|
|
| — |
|
|
| — |
|
|
| 147,059 Series D Convertible Preferred. |
|
| 250,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 250,000 |
|
|
| — |
|
|
| — |
|
|
| Warrant to purchase Series D-1 Preferred. |
|
| — |
|
|
| 45,000 |
|
|
| — |
|
|
| — |
|
|
| 45,000 |
|
|
| — |
|
|
| — |
|
|
| $2,090,000 Second Amended and Restated Secured Subordinated Promissory Note at 12% due August 20, 2024. |
|
| 1,480,000 |
|
|
| — |
|
|
| 605,000 |
|
|
| — |
|
|
| 2,085,000 |
|
|
| — |
|
|
| 231,520 |
|
|
| Total SciAps |
|
| 2,451,000 |
|
|
| 2,152,984 |
|
|
| 605,000 |
|
|
| — |
|
|
| 5,208,984 |
|
|
| — |
|
|
| 231,520 |
|
Seybert’s Billiards Corporation |
| $4,139,444 Term Note at 12% (+2% PIK) due January 19, 2026. |
|
| 1,907,775 |
|
|
| — |
|
|
| 2,276,331 |
|
|
| — |
|
|
| 4,184,106 |
|
|
| — |
|
|
| 532,377 |
|
|
| Warrant for 4% Membership Interest. |
|
| 25,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 25,000 |
|
|
| — |
|
|
| — |
|
|
| $1,435,435 Term Note at 12% (+2% PIK) due January 19, 2026. |
|
| 1,406,690 |
|
|
| — |
|
|
| 34,165 |
|
|
| — |
|
|
| 1,440,855 |
|
|
| — |
|
|
| 216,720 |
|
|
| Warrant for 4% Membership Interest. |
|
| 25,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 25,000 |
|
|
| — |
|
|
| — |
|
|
| 5.82 Common shares |
|
| — |
|
|
| — |
|
|
| 194,000 |
|
|
| — |
|
|
| 194,000 |
|
|
| — |
|
|
| — |
|
|
| Total Seybert’s |
|
| 3,364,465 |
|
|
| — |
|
|
| 2,504,496 |
|
|
| — |
|
|
| 5,868,961 |
|
|
| — |
|
|
| 749,097 |
|
Tilson Technology |
| 120,000 Series B Preferred. |
|
| 3,900,000 |
|
|
| 659,500 |
|
|
| — |
|
|
| — |
|
|
| 4,559,500 |
|
|
| — |
|
|
| 52,500 |
|
Management, Inc. |
| 21,391 Series C Preferred. |
|
| 695,000 |
|
|
| 117,800 |
|
|
| — |
|
|
| — |
|
|
| 812,800 |
|
|
| — |
|
|
| — |
|
|
| 70,176 Series D Preferred. |
|
| 2,280,000 |
|
|
| 386,400 |
|
|
| — |
|
|
| — |
|
|
| 2,666,400 |
|
|
| — |
|
|
| — |
|
|
| 15,385 Series E Preferred. |
|
| 500,012 |
|
|
| 84,488 |
|
|
| — |
|
|
| — |
|
|
| 584,500 |
|
|
| — |
|
|
| — |
|
|
| 211,567 Class A-1 Units of SQF Holdco LLC. |
|
| 800,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 800,000 |
|
|
| — |
|
|
| — |
|
|
| 23,077 Series F Preferred. |
|
| 750,003 |
|
|
| 126,797 |
|
|
| — |
|
|
| — |
|
|
| 876,800 |
|
|
| — |
|
|
| — |
|
|
| Total Tilson |
|
| 8,925,015 |
|
|
| 1,374,985 |
|
|
| — |
|
|
| — |
|
|
| 10,300,000 |
|
|
| — |
|
|
| 52,500 |
|
|
| Total Affiliate Investments |
| $ | 30,279,873 |
|
| $ | 4,692,512 |
|
| $ | 7,592,100 |
|
| $ | (4,322,896 | ) |
| $ | 38,241,589 |
|
| $ | 167,159 |
|
| $ | 3,434,155 |
|
| Total Control and Affiliate Investments |
| $ | 30,279,873 |
|
| $ | 3,943,702 |
|
| $ | 11,877,117 |
|
| $ | (4,322,896 | ) |
| $ | 41,777,796 |
|
| $ | 167,159 |
|
| $ | 3,721,010 |
|
This schedule should be read in conjunction with the Corporation’s Consolidated Financial Statements, including the Notes to the Consolidated Financial Statements and the Consolidated Schedule of Portfolio Investments.
(Unaudited)See accompanying notes
19
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2022 (Continued)
Industry Classification | Percentage of Total Investments (at fair value) as of December 31, 2022 | |||
Professional Services | 31.4 | % | ||
Manufacturing | 22.6 | |||
Consumer Product | 16.2 | |||
Automotive | 13.2 | |||
Software | 10.1 | |||
BDC Investment Funds | 6.3 | |||
Oil and Gas | 0.2 | |||
Total Investments | 100 | % |
See accompanying notes
20
RAND CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. ORGANIZATION
Rand Capital Corporation (“Rand”, “we”, “us” and “our”) was incorporated under the laws of New York in February 1969. We completed our initial public offering in 1971 and operated as an internally managed, closed end, diversified, management investment company from that time until November 2019.
In November 2019, Rand completed a stock sale transaction (the “Closing”) with East Asset Management (“East”). The transaction consisted of a $25$25 million investment in Rand by East, in the form of cash and contributed portfolio assets, in exchange for approximately 8.3 million shares of Rand common stock. East owns approximately 64%64% of Rand Capital’s outstanding common stock at March 31, 2022.2023. Concurrent with the Closing, Rand’s management and staff became employees of Rand Capital Management, LLC (“RCM”), a registered investment adviser, that has beenwas retained by Rand as its external investment adviser and administrator (the Closing and the retention of RCM as our investment adviser and administrator are collectively referred to herein as the “Transaction”). In connection with a changeThe term of control of RCM (the “Adviser Change of Control”), Rand’s shareholders approved athe new investment advisory and management agreement (the “Investment Management Agreement”) with RCM at a special meetingwas extended after its renewal was approved by our Board of shareholders held on December 16, 2020Directors (the “Special Meeting”“Board”). The terms of the Investment Management Agreement are identical in November 2022 and is now set to those contained in the prior investment management agreement that was in effect prior to the Adviser Change of Control (the “Prior Investment Management Agreement”) with RCM continuing to provide investment advisory and management services to Rand. Following approval by Rand’s shareholders at the Special Meeting, Rand, onexpire December 31, 2020, entered into2023. In addition, the Investment Management Agreement and a newterm of the administration agreement (the “Administration Agreement”) with RCM was extended after its renewal was approved by our Board of Directors (the “Board”) in November 2022 and terminatedis now set to expire December 31, 2023. After December 31, 2023, the prior administration agreement (the “PriorInvestment Management Agreement and Administration Agreement”). The termsAgreement will continue for successive annual periods provided that such continuance is specifically approved at least annually by (i)(A) the affirmative vote of a majority of the Administration AgreementBoard or (B) the affirmative vote of a majority of our outstanding voting securities, and (ii) the affirmative vote of a majority of our directors who are identical to those containednot “interested persons,” as defined in Section 2(a)(19) of the Prior Administration Agreement.Investment Company Act of 1940, as amended (the "1940 Act"), of us, RCM or our respective affiliates. Pursuant to the terms of the Investment Management Agreement, Rand pays RCM a base management fee and may pay an incentive fee, if specified benchmarks are met.
In connection with the Closing, we also entered into a shareholder agreement by and between Rand and East (the “Shareholder Agreement”). Pursuant to the terms of the Shareholder Agreement, East has the right to designate two or three persons, depending upon the size of the Board of Directors of Rand (the “Board”), for nomination for election to the Board. East has the right to designate (i) up to two persons if the size of the Board is composed of fewer than seven directors or (ii) up to three persons if the size of the Board is composed of seven or more directors. East’s right to designate persons for nomination for election to the Board under the Shareholder Agreement is the exclusive means by which East may designate or nominate persons for election to the Board. The Board currently consists of five directors, and East’s designees are Adam S. Gusky and Benjamin E. Godley.
After the completion of the Transaction, we
We are an externally managed, closed-end, diversified management investment company. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940 as amended (the “1940 Act”).Act. As a BDC, we are required to comply with certain regulatory requirements specified in the 1940 Act. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets” and provide managerial assistance to the portfolio companies in which we invest. See “Item 1. Business - Regulations, Business Development Company Regulations” in our Annual Report on Form 10-K for the year ended December 31, 2021.2022.
Prior to 2021, we made the majority of our investments through our wholly owned subsidiary, Rand Capital SBIC, Inc. (“Rand SBIC”), which operated as a small business investment company (“SBIC”) and was licensed by the U.S. Small Business Administration (“SBA”) from 2002 until December 2021. Until December 2021, Rand SBIC also operated as a BDC. Rand SBIC’s board of directors was comprised of the same directors that make up the board of directors of Rand, a majority of whom are not “interested persons” as defined by the 1940 Act.
In November 2021, Rand SBIC repaid, in full, all of its outstanding SBA-guaranteed debentures and surrendered its SBIC license. In connection with the surrender of its SBIC license, Rand SBIC changed its name to Rand Capital Sub, Inc. (“Rand Sub”), withdrew its election to be regulated as a BDC, and merged with and into Rand Capital Sub LLC, a Delaware limited liability company, a wholly owned subsidiary of Rand.
In connection with the completion of the Transaction, we adopted an investment strategy focused on higher yielding debt investments and elected to be treated as a regulated investment company (“RIC”) for U.S. Federal income tax purposes as of January 1, 2020 on our U.S. Federal tax return for the 2020 tax year. As required for the RIC election, we paid a special dividend to shareholders to distribute all of our accumulated earnings and profits since inception to 2019.
The Board declared the following quarterly cash dividend during the quarterthree months ended March 31, 2022:2023:
| ||||||||||
|
|
| Dividend/Share |
|
| Record Date |
| Payment Date | |
1st |
| $ | 0.20 |
|
| March 13, 2023 |
| March 27, 2023 |
In order to qualify to make the RIC election, Rand placed several of its equity investments in newly formed holding companies that facilitate a tax structure that is advantageous to the RIC election. Rand has the following wholly owned blocker companies in place at March 31, 2022:2023: Rand SomersetBMP Swanson Holdings Corp., Rand Carolina Skiff Holdings Corp., Rand DSD Holdings Corp., Rand Filterworks Holdings Corp., Rand FSS Holdings Corp., Rand INEA Holdings Corp., Rand ITA Holdings Corp., and Rand BMP SwansonSomerset Holdings Corp., LLC (the “Blocker Corps”). These subsidiaries are consolidated using United States generally accepted accounting principles (“GAAP”) for financial reporting purposes.
21
On October 7, 2020, Rand, RCM and certain of their affiliates received an exemptive order for relief from the Securities and Exchange Commission (“SEC”) to permit Rand to co-invest in portfolio companies with certain other funds,affiliates, including other BDCs and registered investment companies, managed by RCM and certain of its affiliates in a manner consistent with Rand’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements, subject to compliance with certain conditions (the “Order”). On March 29, 2021, the SEC granted Rand, Callodine Group, LLC (“Callodine”), which holds a controlling interest in RCM, and certain of their affiliates a new exemptive order (the “New Order”) that superseded the Order and permits Rand to co-invest with affiliates managed by RCM and Callodine. Callodine is a yield focused asset management platform. Pursuant to the New Order, Rand is generally permitted to co-invest with affiliated fundsaffiliates covered by the New Order if a “required majority” (as defined in Section 57(o) of the 1940 Act) of Rand’s independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to Rand and its shareholders and do not involve overreaching in respect toof Rand or its shareholders on the part of any person concerned, and (2) the transaction is consistent with the interests of Rand’s shareholders and is consistent with Rand’s investment objective and strategies. On March 29, 2021,strategies and (3) the investment by Rand’s affiliates would not disadvantage Rand, and Rand’s participation would not be on a basis different from or less advantageous than that on which Rand’s affiliates are investing. In addition, on September 6, 2022, the SEC granted approval for a new exemptive relief order (the “New Order”)an amendment to the New Order to permit Rand to participate in follow-on investments in our existing portfolio companies with certain Affiliated Funds (as defined in the New Order) that supersedes the Order and permits the Corporation to co-invest with affiliates of RCM and Callodine Group, LLC (“Callodine”)do not hold any investments in connection with the completion of the Adviser Change of Control. Callodine holds a controlling interest in RCM.such existing portfolio companies.
The accompanying consolidated financial statements describe the operations of Rand and its wholly-owned subsidiaries Rand Capital Sub, LLC ("Rand Sub") and the Blocker Corps, (collectively, the “Corporation”).
Our corporate office is located in Buffalo, NY and our website address is www.randcapital.com. We make available on our website our annual and quarterly reports, proxy statements and other information as soon as reasonably practicable after such material is filed with the Securities and Exchange Commission (“SEC”). Our shares are traded on the Nasdaq Capital Market under the ticker symbol “RAND.”
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation – It is our opinion that the accompanying consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair presentation in accordance with GAAP of the consolidated financial position, results of operations, cash flows and statement of changes in net assets for the interim periods presented. Certain information and note disclosures normally included in audited annual consolidated financial statements prepared in accordance with GAAP have been omitted; however, we believe that the disclosures made are adequate to make the information presented herein not misleading. The interim results for the three months ended March 31, 20222023 are not necessarily indicative of the results to be expected for the full year.
These statements should be read in conjunction with the consolidated financial statements and the notes included in our Annual Report on Form 10-K for the year ended December 31, 2021.2022. Information contained in this filing should also be reviewed in conjunction with our related filings with the SEC prior to the date of this report.
Principles of Consolidation - The consolidated financial statements include the accounts of Rand and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Fair Value of Financial Instruments – The carrying amounts reported in the consolidated statement of financial position of cash, interest receivable, accounts payable and accrued expenses approximate fair value because of the immediate or short-term nature of these financial instruments.
Investment Classification – In accordance with the provisions of the 1940 Act, the Corporation classifies its investments by level of control. Under the 1940 Act, “Control Investments” are investments in companies that the Corporation is deemed to “Control” because it owns more than 25%25% of the voting securities of the company or has greater than 50%50% representation on the company’s board. “Affiliate Investments” are companies in which the Corporation owns between 5%5% and 25%25% of the voting securities. “Non-Control/“Non-Control/Non-Affiliate Investments” are those companies that are neither Control Investments nor Affiliate Investments.
Investments - Investments are valued at fair value as determined in good faith by RCM and approved by ourthe Board. The Corporation generally invests in loan, instruments, debt, and equity instruments and equity instruments. Therethere is no single standard for determining fair value in good faith.of these investments. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investmentcompany while employing a consistent valuation process. Due to the inherent uncertainty of determining the fair value of portfolio investments, there may be material risks associated with this determination including that estimated fair values may differ from the values that would have been used had a readily available market value for the investments existed and these differences could be material if our assumptions and judgments differ from results of actual liquidation events. The Corporation analyzes and values each investment quarterly and records unrealized depreciation for an investment that it believes has become impaired, including where
22
collection of a loan or debt security or realization of the recorded value of an equity security is doubtful. Conversely, the Corporation will record unrealized appreciation if it believes that an underlying portfolio company has appreciated in value and, therefore, its equity securities havesecurity has also appreciated in value. These estimatedAdditionally, the Corporation continues to assess any material risks associated with this fair values may differ from the values that would have been used had a ready market for the investments existed and these differences could bevalue determination, including risks associated with material if RCM’s assumptions and judgments differ from resultsconflicts of actual liquidation events.interest. Under the valuation policy of the Corporation, unrestricted publicly traded securities are valued at the average closing price for these securities for the last three trading days of the reporting period.
Qualifying Assets - More than 70%The Corporation’s portfolio of investments includes both qualifying and non-qualifying assets. A majority of the Corporation’s investments were maderepresent qualifying investments in qualifying privately held small business enterprises, that were not investment companies, arebusinesses, principally based in the United States, and represent qualifying assets as defined by Section 55(a) of the 1940 Act. The non-qualifying assets generally include investments in other publicly traded BDC investment companies and other publicly traded securities.
Revenue Recognition -Interest Income - Interest income is recognized on the accrual basis except where the investment is in default or otherwise presumed to be in doubt. In such cases, interest is recognized at the time of receipt. A reserve for possible losses on interest receivable is maintained when appropriate.
The Corporation holds debt securities in its investment portfolio that contain payment-in-kind (“PIK”) interest provisions. PIK interest, computed at the contractual rate specified in each debt agreement, is added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment.
Revenue Recognition - Dividend Income – The Corporation may receive cash distributions from portfolio companies that are limited liability companies or corporations, and these distributions are classified as dividend income on the consolidated statement of operations. Dividend income is recognized on an accrual basis when it can be reasonably estimated.
The Corporation may hold preferred equity securities that contain cumulative dividend provisions. Cumulative dividends are recorded as dividend income, if declared and deemed collectible, and any dividends in arrears are recognized into income and added to the balance of the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred equity is redeemed.
Revenue Recognition - Fee Income - Consists of the revenue associated with the amortization of financing fees charged to the portfolio companies upon successful closing of financings and income associated with portfolio company board attendance fees.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Investments - Amounts reported as realized gains and losses are measured by the difference between the proceeds from the sale or exchange and the cost basis of the investment without regard to unrealized gains or losses recorded in prior periods. The cost of securities that have, in management’s judgment, become worthless are written off and reported as realized losses when appropriate. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.
Original Issue Discount – Investments may include “original issue discount” or OID income. This occurs when the Corporation purchases a warrant and a note from a portfolio company simultaneously, which requires an allocation of a portion of the purchase price to the warrant and reduces the note or debt instrument by an equal amount in the form of a note discount or OID.
Net Assets per Share - Net assets per share are based on the number of shares of common stock outstanding. There are no common stock equivalents outstanding.
Supplemental Cash Flow Information - Income taxes paid during the three months ended March 31, 2023 and 2022 were $61,814and 2021 were $240 and $18,627,$240, respectively. Interest paid during the three months ended March 31, 2023 and 2022 was $122,383and 2021 was $0 and $187,985,$0, respectively. The Corporation converted $147,146$216,286 and $56,157$147,146 of interest receivable into investments during the three months ended March 31, 2023 and 2022, and 2021, respectively.
Accounting Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Stockholders’ Equity (Net Assets) - At March 31, 20222023 and December 31, 2021,2022, there were 500,000 shares of $10.00$10.00 par value preferred stock authorized and unissued.
23
On April 21, 2022,19, 2023, the Board of Directors approved a share repurchase plan which authorizes the Corporation to repurchase shares of the Corporation’s outstanding common stock with an aggregate cost of up to $1,500,000$1,500,000 at prices per share of common stock no greater than the then current net asset value. This share repurchase authorization is in effect through April 21, 2023.19, 2024. This share repurchase plan replaces the share repurchase authorization that was previously approved by the Board of Directors in April 2021. 2022. No shares of common stock were repurchased by the Corporation during the three months ended March 31, 20222023 or the three months ended March 31, 2021.2022.
Income Taxes – The Corporation elected to be treated, for income tax purposes, as a RIC for the 2022 and 2021 tax years under Subchapter M of the Code. As a result, the Corporation did not pay corporate-level federal income taxes on any net ordinary income or capital gains that the Corporation distributed to its shareholders as dividends. The Corporation must distribute substantially all of its investment company taxable income each tax year as dividends to its shareholders to maintain its RIC status. Accordingly, no provision for federal
Depending on the level of taxable income earned in a tax has been madeyear, the Corporation may choose to carry forward taxable income in excess of current year dividend distributions from such current year taxable income into the financial statementsnext tax year and pay a 4% excise tax on such income, as required. To the extent that the Corporation determines that its estimated current year taxable income will be in excess of estimated dividend distributions for the quartercurrent year from such income, the Corporation accrues excise tax, if any, on estimated excess taxable income as such taxable income is earned. The Corporation incurred $24,543 and $0 in federal excise tax expense during the three months ended March 31, 2022.2023 and 2022, respectively.
Distributions from net investment income and distributions from net realized capital gains are determined in accordance with U.S. federal tax regulations, which may differ from amounts determined in accordance with GAAP and those differences could be material. These book-to-tax differences are either temporary or permanent in nature. Reclassifications due to permanent book-tax differences, including the offset of net operating losses against short-term gains and nondeductible meals and entertainment, have no impact on net assets.
The Corporation reviews the tax positions it has taken to determine if they meet a “more"more likely than not threshold”threshold" for the benefit of the tax position to be recognized in the consolidated financial statements. A tax position that fails to meet the more likely than not recognition threshold will result in either a reduction of a current or deferred tax asset or receivable, or the recording of a current or deferred tax liability. There were no uncertain tax positions recorded at March 31, 20222023 or December 31, 2021.2022.
The Corporation is currently open to audit under the statute of limitations by the Internal Revenue Service for the years ended December 31, 20182019 through 2021.2022. In general, the Corporation’s state income tax returns are open to audit under the statute of limitations for the years ended December 31, 20182019 through 2021.2022.
It is the Corporation’s policy to include interest and penalties related to income tax liabilities in income tax expense on the Consolidated Statement of Operations. There were no amounts recognized for the three months ended March 31, 20222023 or 2021, respectively.2022.
Concentration of Credit and Market Risk – The Corporation’s financial instruments potentially subject it to concentrations of credit risk. Cash is invested with banks in amounts which, at times, exceed insurableinsured limits. The Corporation does not anticipate non-performance by such banks.
The following are the concentrations of the top five portfolio company values compared to the fair value of the Corporation’s total investment portfolio:
March 31, | ||||
Tilson Technology Management, Inc. (Tilson) | 15 | % | ||
| 9 | % | ||
| 8 | % | ||
ITA Acquisition, LLC (ITA) | 8 | % | ||
DSD Operating, LLC (DSD) | ||||
| 7 | % |
December 31, | ||||
Tilson | 17 | % | ||
| 10 | % | ||
| 8 | % | ||
DSD | 8 | % | ||
Caitec, Inc. (Caitec) | ||||
| 6 | % |
Recent Accounting Pronouncements – In March 2022, the FASB issued ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326)”, which is intended to address issues identified during the post-implementation review of ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The amendment, among other things, eliminates the accounting guidance for troubled debt restructurings by creditors in Subtopic 310-40, “Receivables - Troubled Debt Restructurings by Creditors”, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The new guidance is effective for interim and annual periods beginning after December 15, 2022. The Corporation evaluated the impact of the adoption of ASU 2022-02 on its consolidated financial statements and disclosures and determined that this guidance does not have a material impact on its consolidated financial statements.
Note 3. INVESTMENTS
The Corporation’s investments are carried at fair value, as determined in good faith by the Board, in accordance with FASB Accounting Standards Codification (ASC) 820, “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements.
Loan investments are defined as traditional loan financings typically with no equity features.features or required equity co-investment. Debt investments are defined as debt financings that include one or more equity features such as conversion rights, stock purchase warrants, and/or stock purchase options. A financingEquity investments will be direct investments into a portfolio company and may also be categorized as a debt financing if it is accompanied by the direct purchase of an equity interest in the portfolio company.include preferred stock, common stock, warrants and limited liability company membership interests.
The Corporation uses several approaches to determine the fair value of an investment. The main approaches are:
•
•
ASC 820 classifies the inputs used to measure fair value into the following hierarchy:
Level 1: Quoted prices in active markets for identical assets or liabilities, used in the Corporation’s valuation at the measurement date. Under the valuation policy, the Corporation values unrestricted publicly traded companies, categorized as Level 1 investments, at the average closing price for the last three trading days of the reporting period.
Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.
Level 3: Unobservable and significant inputs to determining the fair value.
Financial assets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Any changes in estimated fair value are recorded in the statement of operations.
At March 31, 2022, 19%2023, 11% of the Corporation’s investments were Level 1 investments and 81%89% were Level 3 investments. At December 31, 2021, 22%2022, 10% of the Corporation’s investments were Level 1 investments and 78%90% were Level 3 investments. There were no Level 2 investments at March 31, 20222023 or December 31, 2021.
In the valuation process, the Corporation values restricted securities categorized as Level 3 investments, using information from these portfolio companies, which may include:
•
•
•
•
•
•
•
•
•
•
•
•
The valuation may be reduced if a portfolio company’s performance and potential have deteriorated significantly. If the factors that led to a reduction in valuation are overcome, the valuation may be readjusted.
Equity Securities
Equity securities may include preferred stock, common stock, warrants and limited liability company membership interests.
The significant unobservable inputs used in the fair value measurement of the Corporation’s equity investments are earnings before interest, tax and depreciation and amortization (EBITDA) and revenue multiples, where applicable, the financial and operational performance of the business, and the debt and senior equity preferences that may exist in a deemed liquidation event. Standard industry multiples may be used when available; however, the Corporation’s portfolio companies are typically small and in early stages of developmentprivately-held, lower middle market companies and these industry standards may be adjusted to more closely match the specific financial and operational performance of the portfolio company. Due to the nature of certain investments, fair value measurements may be based on other criteria, which may include third party appraisals. Significant changes in any of these unobservable inputs may result in a significantly higher or lower fair value estimate.
Another key factor used in valuing equity investments is a significant recent arms-length equity transaction entered into by the portfolio company with a sophisticated, non-strategic, unrelated, new investor. The terms of these equity transactions may not be identical to the equity transactions between the portfolio company and the Corporation, and the impact of the difference in transaction terms on the market value of the portfolio company may be difficult or impossible to quantify.
When appropriate the Black-Scholes pricing model is used to estimate the fair value of warrants for accounting purposes. This model requires the use of highly subjective inputs including expected volatility and expected life, in addition to variables for the valuation of minority equity positions in small private and early stage companies. Significant changes in any of these unobservable inputs may result in a significantly higher or lower fair value estimate.
For investments made within the last year, the Corporation generally relies on the cost basis, which is deemed to represent the fair value, unless other fair value inputs are identified causing the Corporation to depart from this basis.
26
Loan and Debt Securities
The significant unobservable inputs used in the fair value measurement of the Corporation’s loan and debt securities are the financial and operational performance of the portfolio company, similar debt with similar terms with other portfolio companies, as well as the market acceptance for the portfolio company’s products or services. These inputs will likely provide an indicator as to the probability of principal recovery of the investment. The Corporation’s loan and debt investments are often junior secured or unsecured securities. Fair value may also be determined based on other criteria where appropriate. Significant changes to the unobservable inputs may result in a change in fair value. For recent investments, the Corporation generally relies on the cost basis, which is deemed to represent the fair value, unless other fair value inputs are identified causing the Corporation to depart from this basis.
The following table provides a summary of the significant unobservable inputs used to determine the fair value of the Corporation’s Level 3 portfolio investments as of March 31, 2022:2023:
Investment Type | Market Approach EBITDA Multiple | Market Approach Liquidation Seniority | Market Approach Revenue Multiple | Market Approach Transaction Pricing | Totals |
| Market Approach |
|
| Market Approach |
|
| Market Approach |
|
| Market Approach Transaction Pricing |
|
| Totals |
| ||||||||||||||||||||
Non-Control/Non-Affiliate Equity | $ | — | $ | 500,000 | $ | — | $ | 6,518,938 | $ | 7,018,938 |
| $ | 300,000 |
|
| $ | 125,000 |
|
| $ | 1,401,940 |
|
| $ | 200,063 |
|
| $ | 2,027,003 |
| ||||||||||
Non-Control/Non-Affiliate Loan and Debt | 3,136,160 | 2,262,010 | 1,444,915 | 5,850,500 | 12,693,585 |
|
| 6,574,432 |
|
|
| 2,205,241 |
|
|
| — |
|
|
| 2,250,000 |
|
|
| 11,029,673 |
| |||||||||||||||
|
|
|
|
| ||||||||||||||||||||||||||||||||||||
Total Non-Control/Non-Affiliate | $ | 3,136,160 | $ | 2,762,010 | $ | 1,444,915 | $ | 12,369,438 | $ | 19,712,523 |
| $ | 6,874,432 |
|
| $ | 2,330,241 |
|
| $ | 1,401,940 |
|
| $ | 2,450,063 |
|
| $ | 13,056,676 |
| ||||||||||
|
|
|
|
| ||||||||||||||||||||||||||||||||||||
Affiliate Equity | $ | 1,905,804 | $ | — | $ | 1,450,155 | $ | 10,360,848 | $ | 13,716,807 |
| $ | 4,784,757 |
|
| $ | — |
|
| $ | 3,223,984 |
|
| $ | 10,970,000 |
|
| $ | 18,978,741 |
| ||||||||||
Affiliate Loan and Debt | 2,507,782 | — | — | 14,713,614 | 17,221,396 |
|
| 13,116,738 |
|
|
| — |
|
|
| 2,088,750 |
|
|
| 9,559,250 |
|
|
| 24,764,738 |
| |||||||||||||||
|
|
|
|
| ||||||||||||||||||||||||||||||||||||
Total Affiliate | $ | 4,413,586 | $ | — | $ | 1,450,155 | $ | 25,074,462 | $ | 30,938,203 |
| $ | 17,901,495 |
|
| $ | — |
|
| $ | 5,312,734 |
|
| $ | 20,529,250 |
|
| $ | 43,743,479 |
| ||||||||||
|
|
|
|
| ||||||||||||||||||||||||||||||||||||
Control Equity |
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
| ||||||||||||||||||||
Control Loan and Debt |
|
| — |
|
|
| 3,580,594 |
|
|
| — |
|
|
| — |
|
|
| 3,580,594 |
| ||||||||||||||||||||
Total Control |
| $ | — |
|
| $ | 3,580,594 |
|
| $ | — |
|
| $ | — |
|
| $ | 3,580,594 |
| ||||||||||||||||||||
Total Level 3 Investments | $ | 7,549,746 | $ | 2,762,010 | $ | 2,895,070 | $ | 37,443,900 | $ | 50,650,726 |
| $ | 24,775,927 |
|
| $ | 5,910,835 |
|
| $ | 6,714,674 |
|
| $ | 22,979,313 |
|
| $ | 60,380,749 |
| ||||||||||
|
|
|
|
| ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||
Range | 5-6X | 1X | 2X-4X | Not Applicable |
| 5X - 6.5X |
| 1X |
| 1X - 4X |
| Not Applicable |
|
|
|
| ||||||||||||||||||||||||
Unobservable Input | EBITDA Multiple | Asset Value | Revenue Multiple | Transaction Price |
| EBITDA Multiple |
| Asset Value |
| Revenue Multiple |
| Transaction Price |
|
|
|
| ||||||||||||||||||||||||
Weighted Average | 5.8X | 1X | 2.7X | Not Applicable |
| 5.4X |
| 1X |
| 2.0X |
| Not Applicable |
|
|
|
|
The following table provides a summary of the components of Level 1, 2 and 3 Assets Measured at Fair Value at March 31, 2022:2023:
Fair Value Measurements at Reported Date Using | ||||||||||||||||
Description | March 31, 2022 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Observable Inputs (Level 2) | Other Significant Unobservable Inputs (Level 3) | ||||||||||||
Loan investments | $ | 15,880,771 | $ | — | $ | — | $ | 15,880,771 | ||||||||
Debt investments | 14,034,210 | — | — | 14,034,210 | ||||||||||||
Equity investments | 32,496,661 | 11,760,916 | — | 20,735,745 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total | $ | 62,411,642 | $ | 11,760,916 | $ | — | $ | 50,650,726 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| Fair Value Measurements at Reported Date Using |
| ||||||||||
|
| March 31, 2023 |
|
| Quoted Prices in Active Markets for Identical Assets |
|
| Significant |
|
| Other Significant |
| ||||
Loan investments |
| $ | 14,666,030 |
|
| $ | — |
|
| $ | — |
|
| $ | 14,666,030 |
|
Debt investments |
|
| 24,708,975 |
|
|
| — |
|
|
| — |
|
|
| 24,708,975 |
|
Equity investments |
|
| 28,815,265 |
|
|
| 7,809,521 |
|
|
| — |
|
|
| 21,005,744 |
|
Total |
| $ | 68,190,270 |
|
| $ | 7,809,521 |
|
| $ | — |
|
| $ | 60,380,749 |
|
The following table provides a summary of the components of Level 1, 2 and 3 Assets Measured at Fair Value at December 31, 2021:2022:
Fair Value Measurements at Reported Date Using |
|
|
|
| Fair Value Measurements at Reported Date Using |
| ||||||||||||||||||||||||||
Description | December 31, 2021 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Observable Inputs (Level 2) | Other Significant Unobservable Inputs (Level 3) |
| December 31, 2022 |
|
| Quoted Prices in Active Markets for Identical Assets |
|
| Significant |
|
| Other Significant |
| ||||||||||||||||
Loan investments | $ | 15,503,404 | $ | — | $ | — | $ | 15,503,404 |
| $ | 14,578,351 |
|
| $ | — |
|
| $ | — |
|
| $ | 14,578,351 |
| ||||||||
Debt investments | 14,030,078 | — | — | 14,030,078 |
|
| 19,582,616 |
|
|
| — |
|
|
| — |
|
|
| 19,582,616 |
| ||||||||||||
Equity investments | 34,534,980 | 13,901,045 | — | 20,633,935 |
|
| 27,343,292 |
|
|
| 6,407,548 |
|
|
| — |
|
|
| 20,935,744 |
| ||||||||||||
|
|
|
| |||||||||||||||||||||||||||||
Total | $ | 64,068,462 | $ | 13,901,045 | $ | — | $ | 50,167,417 |
| $ | 61,504,259 |
|
| $ | 6,407,548 |
|
| $ | — |
|
| $ | 55,096,711 |
| ||||||||
|
|
|
|
27
The following table provides a summary of changes in Assets Measured at Fair Value Using Significant Unobservable Inputs (Level 3) for the three months ended March 31, 2023:
|
| Fair Value Measurements Using Significant |
| |||||||||||||
Description |
| Loan Investments |
|
| Debt |
|
| Equity |
|
| Total |
| ||||
Ending balance December 31, 2022, of Level 3 Assets |
| $ | 14,578,351 |
|
| $ | 19,582,616 |
|
| $ | 20,935,744 |
|
| $ | 55,096,711 |
|
Realized gains (losses) included in net change in net assets from |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Microcision, LLC (Microcision) |
|
| — |
|
|
| — |
|
|
| 58,329 |
|
|
| 58,329 |
|
SocialFlow, Inc. (Social Flow) |
|
| — |
|
|
| — |
|
|
| (4,941 | ) |
|
| (4,941 | ) |
Total realized gains, net |
|
| — |
|
|
| — |
|
|
| 53,388 |
|
|
| 53,388 |
|
Purchases of securities/changes to securities/non-cash |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Caitec, Inc. (Caitec) |
|
| 18,310 |
|
|
| — |
|
|
| — |
|
|
| 18,310 |
|
DSD Operating, LLC (DSD) |
|
| 15,699 |
|
|
| — |
|
|
| — |
|
|
| 15,699 |
|
Filterworks Acquisition USA, LLC (Filterworks) |
|
| — |
|
|
| 72,410 |
|
|
| — |
|
|
| 72,410 |
|
BMP Food Service Supply Holdco, LLC (FSS) |
|
| — |
|
|
| 2,320,000 |
|
|
| — |
|
|
| 2,320,000 |
|
GoNoodle, Inc. (GoNoodle) |
|
| — |
|
|
| 3,529 |
|
|
| — |
|
|
| 3,529 |
|
HDI Acquisition LLC (Hilton Displays) |
|
| — |
|
|
| 6,639 |
|
|
| — |
|
|
| 6,639 |
|
ITA Acquisition, LLC (ITA) |
|
| 44,387 |
|
|
| — |
|
|
| — |
|
|
| 44,387 |
|
Mattison Avenue Holdings LLC (Mattison) |
|
| 9,283 |
|
|
| — |
|
|
| — |
|
|
| 9,283 |
|
Pressure Pro, Inc. (Pressure Pro) |
|
| — |
|
|
| 2,989,250 |
|
|
| 30,000 |
|
|
| 3,019,250 |
|
Seybert’s Billiards Corporation (Seybert’s) |
|
| — |
|
|
| 30,781 |
|
|
| — |
|
|
| 30,781 |
|
SciAps, Inc. (Sciaps) |
|
| — |
|
|
| 3,750 |
|
|
| — |
|
|
| 3,750 |
|
Social Flow |
|
| — |
|
|
| — |
|
|
| 4,941 |
|
|
| 4,941 |
|
Tilson Technology Management, Inc. (Tilson) |
|
| — |
|
|
| — |
|
|
| 250,000 |
|
|
| 250,000 |
|
Total purchases of securities/changes to securities/non-cash |
|
| 87,679 |
|
|
| 5,426,359 |
|
|
| 284,941 |
|
|
| 5,798,979 |
|
Repayments and sales of securities: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
FSS |
|
| — |
|
|
| — |
|
|
| (210,000 | ) |
|
| (210,000 | ) |
Hilton Displays |
|
| — |
|
|
| (300,000 | ) |
|
| — |
|
|
| (300,000 | ) |
Microcision |
|
| — |
|
|
| — |
|
|
| (58,329 | ) |
|
| (58,329 | ) |
Total repayments and sales of securities |
|
| — |
|
|
| (300,000 | ) |
|
| (268,329 | ) |
|
| (568,329 | ) |
Ending balance March 31, 2023, of Level 3 Assets |
| $ | 14,666,030 |
|
| $ | 24,708,975 |
|
| $ | 21,005,744 |
|
| $ | 60,380,749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Change in unrealized appreciation/depreciation included in earnings |
|
|
|
|
|
|
|
|
|
| $ | — |
|
28
The following table provides a summary of changes in Assets Measured at Fair Value Using Significant Unobservable Inputs (Level 3) for the three months ended March 31, 2022:
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) |
| Fair Value Measurements Using Significant |
| |||||||||||||||||||||||||||||
Description | Loan Investments | Debt Investments | Equity Investments | Total |
| Loan Investments |
|
| Debt |
|
| Equity |
|
| Total |
| ||||||||||||||||
Ending balance December 31, 2021, of Level 3 Assets | $ | 15,503,404 | $ | 14,030,078 | $ | 20,633,935 | $ | 50,167,417 | ||||||||||||||||||||||||
Ending Balance December 31, 2021, of Level 3 Assets |
| $ | 15,503,404 |
|
| $ | 14,030,078 |
|
| $ | 20,633,935 |
|
| $ | 50,167,417 |
| ||||||||||||||||
Realized gains (losses) included in net change in net assets from operations: |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
ClearView Social, Inc. (Clearview Social) | — | — | 38,881 | 38,881 |
|
| — |
|
|
| — |
|
|
| 38,881 |
|
|
| 38,881 |
| ||||||||||||
SocialFlow, Inc. (Social Flow) | — | — | (1,482,498 | ) | (1,482,498 | ) |
|
| — |
|
|
| — |
|
|
| (1,482,498 | ) |
|
| (1,482,498 | ) | ||||||||||
|
|
|
| |||||||||||||||||||||||||||||
Total realized (losses), net | — | — | (1,443,617 | ) | (1,443,617 | ) |
|
| — |
|
|
| — |
|
|
| (1,443,617 | ) |
|
| (1,443,617 | ) | ||||||||||
Unrealized gains, net included in net change in net assets from operations: | ||||||||||||||||||||||||||||||||
Unrealized gains included in net change in net assets from |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Social Flow | — | — | 1,628,000 | 1,628,000 |
|
| — |
|
|
| — |
|
|
| 1,628,000 |
|
|
| 1,628,000 |
| ||||||||||||
|
|
|
| |||||||||||||||||||||||||||||
Total unrealized gains | — | — | 1,628,000 | 1,628,000 |
|
| — |
|
|
| — |
|
|
| 1,628,000 |
|
|
| 1,628,000 |
| ||||||||||||
Purchases of securities/changes to securities/non-cash conversions: |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Caitec, Inc. (Caitec) | 17,944 | — | — | 17,944 |
|
| 17,944 |
|
|
| — |
|
|
| — |
|
|
| 17,944 |
| ||||||||||||
DSD Operating, LLC (DSD) | 333,115 | — | — | 333,115 |
|
| 333,115 |
|
|
| — |
|
|
| — |
|
|
| 333,115 |
| ||||||||||||
Filterworks Acquisition USA, LLC (Filterworks) | — | 61,165 | — | 61,165 |
|
| — |
|
|
| 61,165 |
|
|
| — |
|
|
| 61,165 |
| ||||||||||||
GoNoodle, Inc. (GoNoodle) | — | 3,607 | — | 3,607 |
|
| — |
|
|
| 3,607 |
|
|
| — |
|
|
| 3,607 |
| ||||||||||||
HDI Acquisition LLC (Hilton Displays) | — | 6,506 | — | 6,506 |
|
| — |
|
|
| 6,506 |
|
|
| — |
|
|
| 6,506 |
| ||||||||||||
ITA Acquisition, LLC (ITA) | 17,211 | — | 223,810 | 241,021 |
|
| 17,211 |
|
|
| — |
|
|
| 223,810 |
|
|
| 241,021 |
| ||||||||||||
Mattison Avenue Holdings LLC (Mattison) | 9,097 | — | — | 9,097 |
|
| 9,097 |
|
|
| — |
|
|
| — |
|
|
| 9,097 |
| ||||||||||||
Seybert’s Billiards Corporation (Seybert’s) | — | 19,279 | — | 19,279 |
|
| — |
|
|
| 19,279 |
|
|
| — |
|
|
| 19,279 |
| ||||||||||||
SciAps, Inc. (Sciaps) | — | 3,750 | — | 3,750 |
|
| — |
|
|
| 3,750 |
|
|
| — |
|
|
| 3,750 |
| ||||||||||||
|
|
|
| |||||||||||||||||||||||||||||
Total purchases of securities/changes to securities/non-cash conversions | 377,367 | 94,307 | 223,810 | 695,484 |
|
| 377,367 |
|
|
| 94,307 |
|
|
| 223,810 |
|
|
| 695,484 |
| ||||||||||||
Repayments and sales of securities: | ||||||||||||||||||||||||||||||||
Repayments and sale of securities: |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Clearview Social | — | — | (38,881 | ) | (38,881 | ) |
|
| — |
|
|
| — |
|
|
| (38,881 | ) |
|
| (38,881 | ) | ||||||||||
GoNoodle | — | (90,175 | ) | — | (90,175 | ) |
|
| — |
|
|
| (90,175 | ) |
|
| — |
|
|
| (90,175 | ) | ||||||||||
Social Flow | — | — | (267,502 | ) | (267,502 | ) |
|
| — |
|
|
| — |
|
|
| (267,502 | ) |
|
| (267,502 | ) | ||||||||||
Total repayments and sale of securities |
|
| — |
|
|
| (90,175 | ) |
|
| (306,383 | ) |
|
| (396,558 | ) | ||||||||||||||||
Ending Balance March 31, 2022, of Level 3 Assets |
| $ | 15,880,771 |
|
| $ | 14,034,210 |
|
| $ | 20,735,745 |
|
| $ | 50,650,726 |
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total repayments and sales of securities | — | (90,175 | ) | (306,383 | ) | (396,558 | ) | |||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||
Ending balance March 31, 2022, of Level 3 Assets | $ | 15,880,771 | $ | 14,034,210 | $ | 20,735,745 | $ | 50,650,726 | ||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||
Change in unrealized appreciation/depreciation included in earnings |
|
|
|
|
|
|
|
| $ | — |
|
Note 4. OTHER ASSETS
| ||||||||||||
| ||||||||||||
The following table provides a summaryAt March 31, 2023 and December 31, 2022, other assets was comprised of changes in Assets Measured at Fair Value Using Significant Unobservable Inputs (Level 3) forthe following:
|
| March 31, 2023 |
|
| December 31, 2022 |
| ||
Dividend receivables |
| $ | 107,515 |
|
| $ | 102,655 |
|
Deferred financing fees, net |
|
| 106,250 |
|
|
| 112,500 |
|
Prepaid expenses |
|
| 70,450 |
|
|
| 10,905 |
|
Escrow receivables |
|
| 2,500 |
|
|
| 68,983 |
|
Total other assets |
| $ | 286,715 |
|
| $ | 295,043 |
|
Amortization expense related to the deferred financing fees during the three months ended March 31, 2021:
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ||||||||||||||||
Description | Loan Investments | Debt Investments | Equity Investments | Total | ||||||||||||
Ending Balance December 31, 2020, of Level 3 Assets | $ | 6,771,394 | $ | 9,799,365 | $ | 20,181,405 | $ | 36,752,164 | ||||||||
Realized gain included in net change in net assets from operations: | ||||||||||||||||
ClearView Social, Inc. (Clearview Social) | — | — | 135,430 | 135,430 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total realized gains | — | — | 135,430 | 135,430 | ||||||||||||
Purchases of securities/changes to securities/non-cash conversions: | ||||||||||||||||
Caitec Acquisition, Inc. (Caitec) | 17,583 | — | — | 17,583 | ||||||||||||
Filterworks Acquisition USA, LLC | — | 11,749 | — | 11,749 | ||||||||||||
GoNoodle, Inc. (GoNoodle) | — | 3,794 | — | 3,794 | ||||||||||||
HDI Acquisition LLC (Hilton Displays) | — | 6,376 | — | 6,376 | ||||||||||||
Mattison Avenue Holdings LLC (Mattison) | — | 5,611 | — | 5,611 | ||||||||||||
Microcision, LLC (Microcision) | — | 88,003 | — | 88,003 | ||||||||||||
Seybert’s Billiards Corporation (Seyberts) | — | 2,811,044 | — | 2,811,044 | ||||||||||||
SciAps, Inc. (Sciaps) | — | 3,750 | — | 3,750 | ||||||||||||
BMP Swanson Holdco, LLC (Swanson) | 1,600,000 | — | 233,333 | 1,833,333 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total purchases of securities/changes to securities/non-cash conversions | 1,617,583 | 2,930,327 | 233,333 | 4,781,243 | ||||||||||||
Repayments and sales of securities: | ||||||||||||||||
Clearview Social | — | — | (335,430 | ) | (335,430 | ) | ||||||||||
Microcision | — | (1,500,000 | ) | — | (1,500,000 | ) | ||||||||||
Science and Medicine Group, Inc. (SMG) | (1,900,000 | ) | — | — | (1,900,000 | ) | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Total repayments and sales of securities | (1,900,000 | ) | (1,500,000 | ) | (335,430 | ) | (3,735,430 | ) | ||||||||
Transfers out of Level 3 | — | — | (6,531,815 | ) | (6,531,815 | ) | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Ending Balance March 31, 2021, of Level 3 Assets | $ | 6,488,977 | $ | 11,229,692 | $ | 13,682,923 | $ | 31,401,592 | ||||||||
|
|
|
|
|
|
|
|
Change in unrealized appreciation on investments for the period included in changes in net assets | $ | 9,887,032 | ||||||||
|
| |||||||||
Net realized gain on investments for the period included in changes in net assets | $ | 310,755 | ||||||||
|
|
Note 4. OTHER ASSETS
At March 31, 2022 and December 31, 2021, other assets2023 was comprised of the following:$6,250.
March 31, 2022 | December 31, 2021 | |||||||
Escrow receivables | $ | 127,593 | $ | 71,765 | ||||
Dividend receivables | 101,240 | 99,720 | ||||||
Prepaid expenses | 43,145 | 9,972 | ||||||
Other receivables | 23,125 | — | ||||||
|
|
|
| |||||
Total other assets | $ | 295,103 | $ | 181,457 | ||||
|
|
|
|
Note 5. COMMITMENTS AND CONTINGENCIES
The Corporation had no commitments at March 31, 20222023 or December 31, 2021.2022.
29
Note 6. SENIOR SECURED REVOLVING CREDIT FACILITY
On June 27, 2022, the Corporation entered into a credit agreement (the “Credit Agreement”) with M&T Bank, as lender (the “Lender”), which provides the Corporation with a senior secured revolving credit facility in a principal amount not to exceed $25.0 million (the “Credit Facility”). The amount the Corporation can borrow, at any given time, under the Credit Facility is tied to a borrowing base, which is measured as (i) 75% of the aggregate sum of the fair market values of the publicly traded equity securities held (other than shares of ACV Auctions) plus (ii) the least of (a) 75% of the fair market value of the shares of ACV Auctions held, (b) $6.25 million and (c) 25% of the aggregate borrowing base availability for the Credit Facility at any date of determination plus (iii) 50% of the aggregate sum of the fair market values of eligible private loans held that meet specified criteria plus (iv) the lesser of (a) 50% of the aggregate sum of the fair market values of unsecured private loans held that meet specified criteria and (b) $1.25 million minus (v) such reserves as the Lender may establish from time to time in its sole discretion. The Credit Facility has a maturity date of June 27, 2027.
The Corporation’s borrowings under the Credit Facility bear interest at a variable rate determined as a rate per annum equal to 3.50 percentage points above the greater of (i) the applicable daily simple secured overnight financing rate (SOFR) and (ii) 0.25%. At March 31, 2023, the Corporation's applicable interest rate was 8.05%. In addition, under the terms of the Credit Facility, the Corporation has also agreed to pay the Lender an unused commitment fee on a quarterly basis, computed as 0.30% multiplied by the average daily Unused Commitment Fee Base (which is defined as the difference between (i) $25.0 million and (ii) the sum of the aggregate principal amount of the Corporation’s outstanding borrowings under the Credit Facility) for the preceding quarter.
The Credit Agreement contains representations and warranties and affirmative, negative and financial covenants usual and customary for agreements of this type, including among others, covenants that prohibit, subject to certain specified exceptions, the Corporation’s ability to merge or consolidate with other companies, sell any material part of the Corporation’s assets, incur other indebtedness, incur liens on the Corporation’s assets, make investments or loans to third parties other than permitted investments and permitted loans, and declare any distribution or dividend other than certain permitted distributions. The Credit Agreement includes the following financial covenants: (i) a tangible net worth covenant that requires the Corporation to maintain a Tangible Net Worth (defined in the Credit Agreement as the Corporation’s aggregate assets, excluding intangible assets, less all liabilities) of not less than $50.0 million, which is measured quarterly at the end of each fiscal quarter, (ii) an asset coverage ratio covenant that requires the Corporation to maintain an Asset Coverage Ratio (defined in the Credit Agreement as the ratio of the fair market value of all of the Corporation’s assets to the sum of all of the Corporation’s obligations for borrowed money plus all capital lease obligations) of not less than 3:1, which is measured quarterly at the end of each fiscal quarter and (iii) an interest coverage ratio covenant that requires the Corporation to maintain an Interest Coverage Ratio (defined in the Credit Agreement as the ratio of Cash Flow (as defined in the Credit Agreement) to Interest Expense (as defined in the Credit Agreement)) of not less than 2.5:1, which is measured quarterly on a trailing twelve-months basis.
Events of default under the Credit Agreement which permit the Lender to exercise its remedies, including acceleration of the principal and interest on the Credit Facility, include, among others: (i) default in the payment of principal or interest on the Credit Facility, (ii) default by the Corporation on any other obligation, condition, covenant or other provision under the Credit Agreement and related documents, (iii) failure by the Corporation to pay any material indebtedness or obligation owing to any third party or affiliate, or the failure by the Corporation to perform any agreement with any third party or affiliate that would have a material adverse effect on the Corporation and its subsidiaries taken as a whole, (iv) the sale of all or substantially all of the Corporation’s assets to a third party, (v) various bankruptcy and insolvency events, and (vi) any material adverse change in the Corporation and its subsidiaries, taken as a whole, or their business, assets, operations, management, ownership, affairs, condition (financial or otherwise) or the Lender’s collateral that the Lender reasonably determines will have a material adverse effect on the Lender’s collateral, the Corporation and its subsidiaries, taken as a whole, or their business, assets, operation or condition (financial or otherwise) or on the Corporation’s ability to repay its debts.
In connection with entry into the Credit Facility, the Corporation and each of its subsidiaries that guaranty the Credit Facility entered into a general security agreement, dated June 27, 2022, with the Lender (the “Security Agreement”). The Security Agreement secures all of the Corporation’s obligations to the Lender, including, without limitation, principal and interest on the Credit Facility and any fees and charges. The security interest granted under the Security Agreement covers all of the Corporation’s personal property including, among other things, all accounts, chattel paper, investment property, deposit accounts, general intangibles, inventory, and all of the fixtures. The Security Agreement contains various representations, warranties, covenants and agreements customary in security agreements and various events of default with remedies under the New York Uniform Commercial Code and the Security Agreement. Events of default under the Security Agreement, which permit the Lender to exercise its various remedies, are similar to those contained in the Credit Agreement.
The outstanding balance drawn on the Credit Facility at March 31, 2023 was $7,950,000. The unamortized closing fee was $106,250 and $112,500 as of March 31, 2023 and December 31, 2022, and it is recorded in Other Assets on the Consolidated
30
Statement of Financial Position. Amortization expense related to the Credit Facility during the three months ended March 31, 2023 was $6,250.
Note 7. CHANGES IN STOCKHOLDERS’ EQUITY (NET ASSETS)
The following schedule analyzes the changes in stockholders’ equity (net assets) section of the Consolidated StatementStatements of Financial Position for the three months ended March 31, 2023 and 2022, and 2021, respectively:
Common Stock | Capital in excess of par value | Treasury Stock, at cost | Total distributable earnings (losses) | Total Stockholders’ Equity (Net Assets) | ||||||||||||||||
December 31, 2021 | $ | 264,892 | $ | 51,679,809 | ($ | 1,566,605 | ) | $ | 10,367,320 | $ | 60,745,416 | |||||||||
Payment of dividend | — | — | — | (387,153 | ) | (387,153 | ) | |||||||||||||
Net decrease in net assets from operations | — | — | — | (410,537 | ) | (410,537 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
March 31, 2022 | $ | 264,892 | $ | 51,679,809 | ($ | 1,566,605 | ) | $ | 9,569,630 | $ | 59,947,726 | |||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Common Stock | Capital in excess of par value | Treasury Stock, at cost | Total distributable (losses) earnings | Total Stockholders’ Equity (Net Assets) | ||||||||||||||||
December 31, 2020 | $ | 264,892 | $ | 52,003,545 | ($ | 1,545,834 | ) | ($ | 4,617,773 | ) | $ | 46,104,830 | ||||||||
Payment of dividend | — | — | — | (258,385 | ) | (258,385 | ) | |||||||||||||
Net increase in net assets from operations | — | — | — | 8,030,759 | 8,030,759 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
March 31, 2021 | $ | 264,892 | $ | 52,003,545 | ($ | 1,545,834 | ) | $ | 3,154,601 | $ | 53,877,204 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
| Common Stock |
|
| Capital in excess of par value |
|
| Treasury Stock, at cost |
|
| Total distributable earnings (losses) |
|
| Total Stockholders’ |
| |||||
January 1, 2023 |
| $ | 264,892 |
|
| $ | 51,464,267 |
|
| $ | (1,566,605 | ) |
| $ | 7,558,766 |
|
| $ | 57,721,320 |
|
Payment of dividend |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (516,204 | ) |
|
| (516,204 | ) |
Net increase in net assets from operations |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,170,277 |
|
|
| 2,170,277 |
|
March 31, 2023 |
| $ | 264,892 |
|
| $ | 51,464,267 |
|
| $ | (1,566,605 | ) |
| $ | 9,212,839 |
|
| $ | 59,375,393 |
|
|
| Common Stock |
|
| Capital in excess of par value |
|
| Treasury Stock, at cost |
|
| Total distributable earnings (losses) |
|
| Total Stockholders’ |
| |||||
January 1, 2022 |
| $ | 264,892 |
|
| $ | 51,679,809 |
|
| $ | (1,566,605 | ) |
| $ | 10,367,320 |
|
| $ | 60,745,416 |
|
Payment of dividend |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (387,153 | ) |
|
| (387,153 | ) |
Net decrease in net assets from operations |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (410,537 | ) |
|
| (410,537 | ) |
March 31, 2022 |
| $ | 264,892 |
|
| $ | 51,679,809 |
|
| $ | (1,566,605 | ) |
| $ | 9,569,630 |
|
| $ | 59,947,726 |
|
Note 7.8. RELATED PARTY TRANSACTIONS
Investment Management Agreement
Effective with the Closing, RCM, a registered investment adviser, was retained by the Corporation as its external investment adviser and administrator. Under the Investment Management Agreement, the Corporation pays RCM, as compensation for the investment advisory and management services, fees consisting of two components: (i) the Base Management Fee and (ii) the Incentive Fee.
The “Base Management Fee” is calculated at an annual rate of 1.50%1.50% of the Corporation’s total assets (other than cash but including assets purchased with borrowed funds). For the three months ended March 31, 20222023 and 2021,2022, the Base Management Fee was $240,275$245,393 and $175,609,$240,275, respectively. At March 31, 20222023 and December 31, 2021,2022, the Corporation had $240,275$245,393 and $238,862$230,221 payable, respectively, for the Base Management Fees on its Consolidated Statement of Financial Position. In addition, at March 31, 2023 and December 31, 2022, the Corporation had $375 and $0, respectively, payable to RCM for the expenses associated with the Administration Agreement.
The “Incentive Fee” is comprised of two parts: (1) the “Income Based Fee” and (2) the “Capital Gains Fee”. The Income Based Fee is calculated and payable quarterly in arrears based on the “Pre-Incentive“Pre-Incentive Fee Net Investment Income” (as defined in the agreement)Investment Management Agreement) for the immediately preceding calendar quarter, subject to a hurdle rate of 1.75%1.75% per quarter (7%(7% annualized) and is payable promptly following the filing of the Corporation’s financial statements for such quarter.
The Corporation pays RCM an Incentive Fee with respect to its Pre-Incentive Fee Net Investment Income in each calendar quarter as follows:
31
|
|
|
The Income Based Fee paid to RCM for any calendar quarter that begins more than two years and three months after the effective date of the Prior Investment Management Agreement shall not be in excess of the Incentive Fee Cap. The “Incentive Fee Cap” for any quarter is an amount equal to (1) 20.0%20.0% of the Cumulative Net Return (as defined below) during the relevant Income Based Fee Calculation Period (as defined below) minus (2) the aggregate Income Based Fee that was paid in respect of the calendar quarters included in the relevant Income Based Fee Calculation Period.
For purposes of the calculation of the Income Based Fee, “Income Based Fee Calculation Period” is defined as, with reference to a calendar quarter, the period of time consisting of such calendar quarter and the additional quarters that comprise the lesser of (1) the number of quarters immediately preceding such calendar quarter that began more than two years after November 8, 2019 or (2) the eleven calendar quarters immediately preceding such calendar quarter.
For purposes of the calculation of the Income Based Fee, “Cumulative Net Return” is defined as (1) the aggregate net investment income in respect of the relevant Income Based Fee Calculation Period minus (2) any Net Capital Loss, if any, in respect of the relevant Income Based Fee Calculation Period. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Corporation pays no Income Based Fee to RCM for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is a positive value but is less than the Income Based Fee that is payable to RCM for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Corporation pays an Income Based Fee to RCM equal to the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the Income Based Fee that is payable to RCM for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, we pay an Income Based Fee to the Adviser equal to the Income Based Fee calculated as described above for such quarter without regard to the Incentive Fee Cap.
For purposes of the calculation of the Income Based Fee, “Net Capital Loss,” in respect of a particular period, means the difference, if positive, between (1) aggregate capital losses, whether realized or unrealized, in such period and (2) aggregate capital gains, whether realized or unrealized, in such period.
Any Income Based Fee otherwise payable under the Investment Management Agreement with respect to Accrued Unpaid Income (such fees being the “Accrued Unpaid Income Based Fees”) shall be deferred, on a security by security basis, and shall become payable to RCM only if, as, when and to the extent cash is received by us in respect of any Accrued Unpaid Income. Any Accrued Unpaid Income that is subsequently reversed by us in connection with a write-down, write-off, impairment or similar treatment of the investment giving rise to such Accrued Unpaid Income will, in the applicable period of reversal, (1) reduce Pre-Incentive Fee Net Investment Income and (2) reduce the amount of Accrued Unpaid Income Based Fees. Subsequent payments of Accrued Unpaid Income Based Fees deferred pursuant to this paragraph shall not reduce the amounts otherwise payable for any quarter as an Income Based Fee.
For the three months ended March 31, 20222023 and 2021,the three months ended March 31, 2022, there were no Income Based Fees earned under the Investment Management Agreement.
The second part of the Incentive Fee is the “Capital Gains Fee”. This fee is determined and payable in arrears as of the end of each calendar year. Under the terms of the Investment Management Agreement, the Capital Gains Fee is calculated at the end of each applicable year by subtracting (1) the sum of the cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (2) the cumulative aggregate realized capital gains, in each case calculated from November 8, 2019. If this amount is positive at the end of any calendar year, then the Capital Gains Fee for such year is equal to 20.0%20.0% of such amount, less the cumulative aggregate amount of Capital Gains Fees paid in all prior years. If such amount is negative, then
there is no Capital Gains Fee payable for that calendar year. If the Investment Management Agreement is terminated as of a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for purposes of calculating and paying the Capital Gains Fee.
For purposes of the Capital Gains Fee:
•
•
•
In determining whether a
32
For purposes of calculating the amount of the capital gains incentive fee accrual is necessary,to be included as part of a company’s financial statements, U.S. generally accepted accounting principles (GAAP) requires a company to consider, as part of such calculation, the amount of cumulative aggregate unrealized capital appreciation that such company has with respect to its investments, asinvestments. As a capital gains incentive fee would be payable if such unrealized capital appreciation were realized, despiteresult, the fact that such unrealized capital appreciation is not used by the Corporation in determining the amount of Capital Gains Fee actually payable under the terms of the RCM Investment Management Agreement. A capital gains incentive fee accrual under GAAP is calculated using the both the cumulative aggregate realized capital gains and losses and the aggregate net change in unrealized capital appreciation/depreciation at the close of the period. If the calculated amount is positive, GAAP requires the Corporation to record a capital gains incentive fee accrual equal to 20%20% of this cumulative amount, less the aggregate amount of actual capital gains incentive fees paid, or capital gains incentive fees accrued under GAAP, for all prior periods. However, unrealized capital appreciation is not used by the Corporation as part of the calculation to determine the amount of the Capital Gains Fee actually payable to RCM under the terms of the Investment Management Agreement. There can be no guaranteeassurances that the Corporation will realize the unrealized capital appreciation, upon which thisthe Corporation’s capital gains incentive fee accrual has been calculated under GAAP, in the future.
As of March 31, 2022,2023, there was no Capital Gains Fee currently payable under the terms of the RCM Investment Management Agreement, as such amounts remain unaudited at March 31, 2022, and the final calculations are determined annually, and subject to change based on subsequent realized gains, losses or unrealized losses during the remainder of 2022. At December 31, 2021, there was $652,240 of Capital Gains Fee payable. The Capital Gains Fee earned of $652,240 was included in the “Due to investment adviser” line on the Consolidated Statements of Financial Position and the $3,547,760 cumulative accrued capital gains incentive fee was recorded in the line item “Capital gains incentive fees” on the Consolidated Statements of Financial Position at December 31, 2021.2023.
Accrued capital gains incentive fees as of March 31, 2022, were $3,308,000.
In accordance with GAAP, the Corporation is required to cumulatively accrue a capital gains incentive fee on all realized and unrealized gains and losses, resulting in an accrual of $3,308,000$2,458,000 at March 31, 2022,2023, which represents both the interim earned fee, under the terms of the Investment Management Agreement, and the fee that would be due based on net portfolio appreciation. The $3,308,000$2,458,000 accrued capital gains incentive fee is recorded in the line item “Capital gains incentive fees” on the Consolidated Statements of Financial Position at March 31, 2022. Realized gains during the year ended2023. At December 31, 2021, resulted in approximately $4,200,0002022, there was an accrual of net eligible capital gains, of which $652,240 is payable to RCM as a Capital Gains Fee under the formula$2,499,000 for the year ended December 31, 2021. In accordance with GAAP, the Corporation is required to cumulatively accrue a capital gains incentive fee, on all realized and unrealized gains and losses, which resulted in an accrual in the amount of $4,200,000 as of December 31, 2021, which representsrepresented both the Capital Gains Feecapital gains fee payable to RCM of $652,240$332,000 and $3,547,760$2,167,000 that would be due based on net portfolio appreciation.
Administration Agreement
Under the terms of the Administration Agreement, RCM agreed to perform (or oversee, or arrange for, the performance of) the administrative services necessary for the Corporation’s operations, including, but not limited to, office facilities, equipment, clerical, bookkeeping, finance, accounting, compliance and record keeping services at such office facilities and such other services as RCM, subject to review by the Board, will from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. RCM shall also arrange for the services of, and oversee, custodians, depositories, transfer agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.
RCM is responsible for ourthe Corporation’s financial and other records that are required to be maintained and prepares all reports and other materials required to be filed with the SEC or any other regulatory authority, including reports to shareholders. In addition, RCM assists usthe Corporation in determining and publishing the Corporation’s net asset value (NAV), overseeing the preparation and filing of ourthe tax returns, and the printing and dissemination of reports to shareholders, and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered by others. RCM provides, on the Corporation’s behalf, managerial assistance to those portfolio companies that have accepted its offer to provide such assistance.
33
Note 8.9. FINANCIAL HIGHLIGHTS
The following schedule provides the financial highlights, calculated based on shares outstanding, for the three months ended March 31, 2022periods indicated:
|
| Three months ended |
|
| Three months ended |
| ||
Net asset value, beginning of period |
| $ | 22.36 |
|
| $ | 23.54 |
|
Income (loss) from operations (1): |
|
|
|
|
|
| ||
Net investment income |
|
| 0.28 |
|
|
| 0.30 |
|
Net realized gains (losses) |
|
| 0.02 |
|
|
| (0.33 | ) |
Net unrealized appreciation (depreciation) |
|
| 0.54 |
|
|
| (0.13 | ) |
Increase (decrease) in net assets from operations |
|
| 0.84 |
|
|
| (0.16 | ) |
Payment of cash dividend |
|
| (0.20 | ) |
|
| (0.15 | ) |
Increase (decrease) in net assets |
|
| 0.64 |
|
|
| (0.31 | ) |
Net asset value, end of period |
| $ | 23.00 |
|
| $ | 23.23 |
|
Per share market price, end of period |
| $ | 13.42 |
|
| $ | 15.15 |
|
Total return based on market value (2) |
|
| 2.25 | % |
|
| (10.83 | )% |
Total return based on net asset value (3) |
|
| 3.76 | % |
|
| (1.31 | )% |
Supplemental data: |
|
|
|
|
|
| ||
Ratio of expenses before income taxes to average net assets |
|
| 1.79 | % |
|
| 0.57 | % |
Ratio of expenses including income taxes to average net assets |
|
| 1.94 | % |
|
| 0.58 | % |
Ratio of net investment income to average net assets |
|
| 1.22 | % |
|
| 1.28 | % |
Portfolio turnover |
|
| 8.59 | % |
|
| 0.86 | % |
Debt/equity ratio |
|
| 13.39 | % |
|
| — | % |
Net assets, end of period |
| $ | 59,375,393 |
|
| $ | 59,947,726 |
|
* Amounts are rounded.
Three months ended March 31, 2022 (Unaudited) | Three months ended March 31, 2021 (Unaudited) | |||||||
Income (loss) from investment operations (1): | ||||||||
Investment income | $ | 0.44 | $ | 0.39 | ||||
Expenses | 0.14 | 1.22 | ||||||
|
|
|
| |||||
Investment income (loss) before income taxes | 0.30 | (0.83 | ) | |||||
Income tax expense | 0.00 | 0.01 | ||||||
|
|
|
| |||||
Net investment income (loss) | 0.30 | (0.84 | ) | |||||
Net realized and unrealized (loss) gain on investments | (0.46 | ) | 3.95 | |||||
|
|
|
| |||||
(Decrease) increase in net assets from operations | (0.16 | ) | 3.11 | |||||
Payment of cash dividend | (0.15 | ) | (0.10 | ) | ||||
|
|
|
| |||||
(Decrease) increase in net assets | (0.31 | ) | 3.01 | |||||
|
|
|
| |||||
Net asset value, beginning of period | 23.54 | 17.86 | ||||||
|
|
|
| |||||
Net asset value, end of period | $ | 23.23 | $ | 20.87 | ||||
|
|
|
| |||||
Per share market price, end of period | $ | 15.15 | $ | 18.01 | ||||
|
|
|
| |||||
Total return based on market price | (10.83 | %) | 2.33 | % | ||||
Total shareholder return (includes dividends paid) | (9.95 | %) | 10.45 | % | ||||
Total return based on net asset value | (1.31 | %) | 16.86 | % | ||||
Supplemental data: | ||||||||
Ratio of expenses before income taxes to average net assets | 0.57 | % | 6.33 | % | ||||
Ratio of expenses including income taxes to average net assets | 0.58 | % | 6.37 | % | ||||
Ratio of net investment income (loss) to average net assets | 1.28 | % | (4.33 | %) | ||||
Debt/Equity ratio | 0 | % | 20.1 | % | ||||
Portfolio turnover | 0.86 | % | 14.5 | % | ||||
Net assets, end of period | $ | 59,947,726 | $ | 53.877,204 | ||||
Weighted shares outstanding, end of period | 2,581,021 | 2,582,169 |
|
The Corporation’s interim period results could fluctuate as a result of a number of factors; therefore results for any interim period should not be relied upon as being indicative of performance for the full year or in future periods.
Note 9.10. SUBSEQUENT EVENT
Subsequent to the quarter end, on April 28, 2022, Rand’s26, 2023, Rand's Board of Directors declared a quarterly cash dividend of $0.15$0.25 per share. The cash dividend will be paid on or about June 15, 202214, 2023 to shareholders of record as of June 1, 2022.May 31, 2023.
34
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the consolidated financial statements and related notes included elsewhere in this report. Historical results and percentage relationships among any amounts in the consolidated financial statements are not necessarily indicative of trends in operating results for any future periods.
FORWARD LOOKING STATEMENTS
Statements included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report that do not relate to present or historical conditions are “forward-looking statements” within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and in Section 21E of the Securities Exchange Act of 1934, as amended. Additional oral or written forward-looking statements may be made by us from time to time, and forward-looking statements may be included in documents that are filed with the SEC. Forward-looking statements involve risks and uncertainties that could cause our results or outcomes to differ materially from those expressed in the forward-looking statements. Forward-looking statements may include, without limitation, statements relating to our plans, strategies, objectives, expectations and intentions, including statements related to our investment strategies and our intention to co-invest with certain of our affiliates, the impact of COVID-19 on our portfolio companies;affiliates; the impact of our election as a RIC for U.S. federal tax purposes on the payment of corporate level U.S. federal income taxes by Rand; statements regarding our liquidity and financial resources; statements regarding any Capital Gains Feecapital gains fee that may be due to RCM upon a hypothetical liquidation of our portfolio and the amount of the Capital Gains Feecapital gains fee that may be payable for 2022;2023; and statements regarding our compliance with the RIC requirements to elect to be taxed as a RIC as of March 31, 2022,2023, future dividend payments, and are intended to be made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “believes,” “forecasts,” “intends,” “possible,” “expects,” “estimates,” “anticipates,” or “plans” and similar expressions are intended to identify forward-looking statements. Among the important factors on which such statements are based are assumptions concerning the scope of the impact of the COVID-19 pandemic and its specific impact on our portfolio companies, the state of the United States economy and the local markets in which our portfolio companies operate, the state of the securities markets in which the securities of our portfolio companies could be traded, liquidity within the United States financial markets, and inflation. Forward-looking statements are also subject to the risks and uncertainties described under the caption “Risk Factors” contained in Part II, Item 1A of this report and in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021.2022.
There may be other factors not identified that affect the accuracy of our forward-looking statements. Further, any forward-looking statement speaks only as of the date when it is made and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time that may cause our business not to develop as we expect, and we cannot predict all of them.
Overview
We are an externally managed investment company that lends to and invests in lower middle market companies. Our investment objective is to generate current income and when also possible, capital appreciation, by targeting investment opportunities with favorable risk-adjusted returns. Our investment activities are managed by our investment adviser, Rand Capital Management, LLC (“RCM”).
We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). As a BDC, we are required to comply with certain regulatory requirements specified in the 1940 Act.
In November 2019, Rand completed a stock sale transaction (the “Transaction”) with East. The Transaction consisted of a $25 million investment in Rand by East, in exchange for approximately 8.3 million shares of Rand common stock. Concurrent with the closing of the Transaction, on November 8, 2019, Rand entered into an investment advisory and management agreement (the “Prior Investment Management Agreement”) and an administration agreement (the “Prior Administration Agreement”) with RCM. In connection with retaining RCM as our investment adviser and administrator, Rand’s management and staff became employees of RCM.
35
In December 2020, Rand’s shareholders approved a new investment advisory and management agreement (the “Investment Management Agreement”) with RCM at a special meeting of shareholders (the “Special Meeting”). The approval was required because Callodine Group, LLC (“Callodine”) planned to acquire a controlling interest in RCM, which was, at that time, majority owned by East (the “Adviser Change in Control”). The terms of the Investment Management Agreement are identical to those contained in the Prior Investment Management Agreement, with RCM continuing to provide investment advisory and management services to Rand following the Adviser Change in Control. Following approval by Rand’s shareholders at the Special Meeting, Rand, on December 31, 2020, entered into the Investment Management Agreement and a new administration agreement (the “Administration Agreement”) with RCM and terminated the Prior Administration Agreement. The terms of the Administration Agreement are identical to those contained in the Prior Administration Agreement.
Pursuant to the terms of the Investment Management Agreement, Rand pays RCM a base management fee and may pay an incentive fee, comprised of two parts: (1) the "Income Based Fee" and (2) the "Capital Gains Fee", if specified benchmarks are met.
We elected U.S federal tax treatment as a regulated investment company (“RIC”) as of January 1, 2020, under subchapter M of the Internal Revenue Code of 1986, as amended, on our timely filed U.S. Federal tax return for the 2020 tax year.amended. To maintain our qualification as a RIC, we must, among other things, meet certain source of income and asset diversification requirements. As of March 31, 2022,2023, we arebelieve we were in compliance with the RIC requirements. As a RIC, we generally will not be subject to corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we timely distribute to our shareholders as dividends.
In connection with our RIC election, we paid a special dividend of $23.7 million, or approximately $1.62 per share, on the Corporation’s common stock, par value $0.10 per shares (the “Common Stock”), in cash and stock to our shareholders on May 11, 2020, which distributed all of our accumulated earnings and profits since our inception through 2019. The total amount of cash distributed to all shareholders, as part of the special dividend, was limited to $4.8 million, or 20% of the total special dividend that was paid. The remaining 80% of the special dividend was paid using approximately 8.6 million shares of the Corporation’s common stock.
To maintain our RIC status, we are required to meet specified source-of-income and asset diversification requirements and We must distribute annually to our shareholders at least 90% of our ordinary net income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. Accordingly, our Board of Directors has initiated a regular quarterly cash dividend.
TheOur Board of Directors declared the following quarterly cash dividend during the three months ended March 31, 2022:2023:
|
| Dividend/Share |
|
| Record Date |
| Payment Date | |
1st |
| $ | 0.20 |
|
| March 13, 2023 |
| March 27, 2023 |
| ||||||
|
We intend to co-invest, subject to the conditions included in the exemptive relief order we received from the SEC, with certain of our affiliates. See “SEC Exemptive Order” below.We believe these types of co-investments are likely to afford us additional investment opportunities and provide an ability to achieve greater diversification in our investment portfolio.
SEC Exemptive Order
On October 7, 2020, the Corporation,Rand, RCM and certain of their affiliates received an exemptive relieforder from the SEC to permit the Corporation to co-invest in portfolio companies with certain other funds,affiliates, including other BDCs and registered investment companies, managed by RCM and certain of its affiliates, in a manner consistent with the Corporation’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements, subject to compliance with certain conditions (the “Order”). On March 29, 2021, the SEC granted Rand, RCM, Callodine, which holds a controlling interest in RCM, and certain of their affiliates a new exemptive order (the “New Order”) that superseded the Order and permits Rand to co-invest with affiliates managed by RCM and Callodine. Pursuant to the New Order, the Corporation is generally permitted to co-invest with affiliated fundsaffiliates covered by the New Order if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Corporation’sRand’s independent directors makes certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the CorporationRand and its shareholders and do not involve overreaching in respect of the CorporationRand or its shareholders on the part of any person concerned; andconcerned, (2) the transaction is consistent with the interests of the Corporation’sRand’s shareholders and is consistent with the Corporation’sRand’s investment objective and strategies.
On March 29, 2021,strategies and (3) the investment by Rand’s affiliates would not disadvantage Rand, and Rand’s participation would not be on a basis different from or less advantageous than that on which Rand’s affiliates are investing. In addition, on September 6, 2022, the SEC approved a new exemptive relief order (the “New Order”) reflectinggranted an amendment to the new organizational structure of RCM and its affiliates after the Adviser Change of Control. This New Order supersedes the Order and permits, subject to compliance with specified conditions, the Corporationpermit us to co-invest with funds managed by RCM and its affiliates under RCM’s current ownership structure after the completion of the Adviser Changeparticipate in Control.
COVID-19 Update
Since the outbreak of the COVID-19 pandemic,follow-on investments in our investment adviser, RCM, has continued to engage in active discussions with the management teams of the companies within our portfolio regarding actions taken by thoseexisting portfolio companies with respect to the safety and welfare of their employees and their processes for adapting to a new work environments post-COVID-19. RCM has informed us about the impact of COVID-19 on the businesses of our portfolio companies, and the potential impact of disruptionscertain Affiliated Funds (as defined in the supply chain, and the actions these portfolio companies have taken, and are taking, to adapt to changes in demand, both increased and decreased, depending upon the portfolio company. While weNew Order) that do not know what the ultimate long-term impact of the COVID -19 pandemic will be on ourhold any investments in such existing portfolio companies, RCM is actively monitoring our portfolio companies, their liquidity and operational status.companies.
Critical Accounting Policies
We prepare our consolidated financial statements in accordance with United States generally accepted accounting principles (GAAP), which require the use of estimates and assumptions that affect the reported amounts of assets and liabilities. A summary of our critical accounting policies can be found in our Annual Report on Form 10-K for the year ended December 31, 20212022 under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Financial Condition
Overview:
March 31, 2022 | December 31, 2021 | Decrease | % Decrease |
| March 31, 2023 |
|
| December 31, 2022 |
|
| Increase |
|
| % Increase |
| |||||||||||||||||
Total assets | $ | 63,925,221 | $ | 65,644,854 | ($ | 1,719,633 | ) | (2.6 | %) |
| $ | 70,605,273 |
|
| $ | 63,481,192 |
|
| $ | 7,124,081 |
|
|
| 11.2 | % | |||||||
Total liabilities | 3,977,495 | 4,899,438 | (921,943 | ) | (18.8 | %) |
|
| 11,229,880 |
|
|
| 5,759,872 |
|
|
| 5,470,008 |
|
|
| 95.0 | % | ||||||||||
|
|
| ||||||||||||||||||||||||||||||
Net assets | $ | 59,947,726 | $ | 60,745,416 | ($ | 797,690 | ) | (1.3 | %) |
| $ | 59,375,393 |
|
| $ | 57,721,320 |
|
| $ | 1,654,073 |
|
|
| 2.9 | % | |||||||
|
|
|
Net asset value per share (NAV) was $23.23$23.00 at March 31, 20222023 and $23.54$22.36 at December 31, 2021.2022.
Cash approximated 1.0%3.1% of net assets at March 31, 2022,2023, as compared to 1.4%2.4% of net assets at December 31, 2021.2022.
During the second quarter of 2022, we entered into a new $25 million senior secured revolving credit facility (the “Credit Facility”) with M&T Bank, as lender (the “Lender”), with the amount that we can borrow thereunder, at any given time, determined based upon a borrowing base formula. The Credit Facility has a 5-year term with a maturity date of June 27, 2027. Our borrowings under the Credit Facility bear interest at a variable rate per annum equal to 3.50 percentage points above the greater of (i) the applicable daily simple secured overnight financing rate (SOFR) and (ii) 0.25%. At March 31, 2023, there was $7,950,000 drawn on the Credit Facility and the applicable interest rate was 8.05%. See “Note 6. Senior Secured Revolving Credit Facility” in the Notes to the Consolidated Financial Statements for additional information regarding the terms of our Credit Facility.
Composition of Our Investment Portfolio
Our financial condition is dependent on the success of our portfolio holdings. The following summarizes our investment portfolio at the dates indicated.
March 31, 2022 | December 31, 2021 | Decrease | % Decrease |
| March 31, 2023 |
|
| December 31, 2022 |
|
| Increase |
|
| % Increase |
| |||||||||||||||||
Investments, at cost | $ | 51,044,917 | $ | 52,370,668 | ($ | 1,325,751 | ) | (2.5 | %) |
| $ | 61,000,275 |
|
| $ | 55,716,237 |
|
| $ | 5,284,038 |
|
|
| 9.5 | % | |||||||
Unrealized appreciation, net | 11,366,725 | 11,697,794 | (331,069 | ) | (2.8 | %) |
|
| 7,189,995 |
|
|
| 5,788,022 |
|
|
| 1,401,973 |
|
|
| 24.2 | % | ||||||||||
| �� |
|
| |||||||||||||||||||||||||||||
Investments, at fair value | $ | 62,411,642 | $ | 64,068,462 | ($ | 1,656,820 | ) | (2.6 | %) |
| $ | 68,190,270 |
|
| $ | 61,504,259 |
|
| $ | 6,686,011 |
|
|
| 10.9 | % | |||||||
|
|
|
Our total investments at fair value, as determined by RCM and approved by our Board of Directors, approximated 104%115% of net assets at March 31, 2022 versus 106%2023 as compared to approximately 107% of net assets at December 31, 2021.2022.
Our investment objective is to generate current income and when possible, capital appreciation, by targeting investment opportunities with favorable risk-adjusted returns. As a result, we are focused on investing in higher yielding debt instruments and related equity investments in privately held, lower middle market companies with a committed and experienced management team in a broad variety of industries. We may also invest in publicly traded shares of other business development companies that provide income through dividends and have more liquidity thatthan our private company equity investments.
37
The change in investments during the three months ended March 31, 2022,2023, at cost, is comprised of the following:
Cost Increase (Decrease) | ||||
New investments: | ||||
DSD Operating, LLC (DSD) | $ | 318,276 | ||
ITA Acquisition, LLC (ITA) | 223,810 | |||
|
| |||
Total of new investments | 542,086 | |||
Other changes to investments: | ||||
Filterworks Acquisition USA, LLC (Filterworks) interest conversion | 61,165 | |||
Seybert’s Billiards Corporation (Seybert’s) OID amortization and interest conversion | 19,279 | |||
Caitec, Inc. (Caitec) interest conversion | 17,944 | |||
ITA interest conversion | 17,211 | |||
DSD interest conversion | 14,839 | |||
Mattison Avenue Holdings, LLC (Mattison) interest conversion | 9,097 | |||
HDI Acquisition LLC (Hilton Displays) interest conversion | 6,506 | |||
SciAps, Inc. (Sciaps) OID amortization | 3,750 | |||
GoNoodle, Inc. (GoNoodle) interest conversion | 3,607 | |||
|
| |||
Total of other changes to investments | 153,398 | |||
Investments repaid, sold, liquidated or converted: | ||||
ACV Auctions, Inc. (ACV) sale | (10,360 | ) | ||
Ares Capital Corporation (Ares) sale | (76,320 | ) | ||
GoNoodle debt repayment | (90,175 | ) | ||
FS KKR Capital Corp. (FS KKR) sale | (94,380 | ) | ||
SocialFlow, Inc. (Social Flow) exit | (1,750,000 | ) | ||
|
| |||
Total of investments repaid, sold, liquidated or converted | (2,021,235 | ) | ||
|
| |||
Net change in investments, at cost | ($ | 1,325,751 | ) | |
|
|
|
| Cost |
| |
New investments: |
|
|
| |
Pressure Pro, Inc. (Pressure Pro) |
| $ | 3,000,000 |
|
BMP Food Service Supply Holdco, LLC (FSS) |
|
| 2,320,000 |
|
Tilson Technology Management, Inc. (Tilson) |
|
| 250,000 |
|
Total of new investments |
|
| 5,570,000 |
|
Other changes to investments: |
|
|
| |
Filterworks Acquisition USA, LLC (Filterworks) interest conversion |
|
| 72,410 |
|
ITA Acquisition, LLC (ITA) interest conversion |
|
| 44,387 |
|
Seybert’s Billiards Corporation (Seybert's) OID amortization and interest conversion |
|
| 30,781 |
|
Pressure Pro OID amortization and interest conversion |
|
| 19,250 |
|
Caitec, Inc. (Caitec) interest conversion |
|
| 18,310 |
|
DSD Operating, LLC (DSD) interest conversion |
|
| 15,699 |
|
Mattison Avenue Holdings, LLC (Mattison) interest conversion |
|
| 9,283 |
|
HDI Acquisition LLC (Hilton Displays) interest conversion |
|
| 6,639 |
|
SciAps, Inc. (Sciaps) OID amortization |
|
| 3,750 |
|
GoNoodle, Inc. (GoNoodle) interest conversion |
|
| 3,529 |
|
Total of other changes to investments |
|
| 224,038 |
|
Investments repaid, sold, liquidated or converted: |
|
|
| |
FSS equity interest sale |
|
| (210,000 | ) |
Hilton Displays debt repayment |
|
| (300,000 | ) |
Total of investments repaid, sold, liquidated or converted |
|
| (510,000 | ) |
Net change in investments, at cost |
| $ | 5,284,038 |
|
Results of Operations
Comparison of the three months ended March 31, 20222023 to the three months ended March 31, 20212022
Investment Income
Three months ended March 31, 2022 | Three months ended March 31, 2021 | Increase (Decrease) | % Increase (Decrease) |
| Three months ended |
|
| Three months ended |
|
| Increase |
|
| % Increase |
| |||||||||||||||||
Interest from portfolio companies | $ | 912,139 | $ | 710,762 | $ | 201,377 | 28.3 | % |
| $ | 1,296,903 |
|
| $ | 912,139 |
|
| $ | 384,764 |
|
|
| 42.2 | % | ||||||||
Interest from other investments | — | 12,627 | (12,627 | ) | (100.0 | %) |
|
| 132 |
|
|
| — |
|
|
| 132 |
|
| NM |
| |||||||||||
Dividend and other investment income | 172,990 | 246,669 | (73,679 | ) | (29.9 | %) |
|
| 474,743 |
|
|
| 172,990 |
|
|
| 301,753 |
|
|
| 174.4 | % | ||||||||||
Fee income | 39,619 | 46,334 | (6,715 | ) | (14.5 | %) |
|
| 79,720 |
|
|
| 39,619 |
|
|
| 40,101 |
|
|
| 101.2 | % | ||||||||||
|
|
| ||||||||||||||||||||||||||||||
Total investment income | $ | 1,124,748 | $ | 1,016,392 | $ | 108,356 | 10.7 | % |
| $ | 1,851,498 |
|
| $ | 1,124,748 |
|
| $ | 726,750 |
|
|
| 64.6 | % | ||||||||
|
|
|
NM - Not meaningful
The total investment income that was received on a current basis during the three months ended March 31, 2022 and 20212023 was received from 23 portfolio companies. For the three months ended March 31, 2022, total investment income was generated from 24 portfolio companies during each period. The number of interest yielding companies contributing to current investment income has continued to increase over the last 12 to 18 months due to a focus on investments in interest yielding instruments in alignment with our investment objectives and strategy.companies.
Interest from portfolio companies – Interest from portfolio companies was approximately 28%42% higher during the three months ended March 31, 20222023 versus the same period in 20212022 due to the fact that we originated more interest yielding investments during the last 12 to 18 months.year. The new debt instruments were originated from Applied Image, Inc. (Applied Image), BMP SwansonFood Service Supply Holdco, LLC (Swanson)(FSS), Caitec,Pressure Pro, Inc. (Caitec)(Pressure Pro), DSD Operating, LLC (DSD), ITA Acquisition, LLC (ITA), NailbiterSciAps, Inc. (Nailbiter)(Sciaps) and Seybert’s Billiards Corporation (Seybert’s).
Interest from other investments - The decreaseincrease in interest from other investments is due to lowerhigher cash balances during the three months ended March 31, 20222023 versus the same period in 2021.2022.
Dividend and other investment income - Dividend income is comprised of cash distributions from limited liability companies (LLCs) and corporations in which we have invested, including our investment in the shares of publicly traded business development companies (BDC). Our investment agreements with certain LLCs require those LLCs to distribute funds to us for payment of income
38
taxes on our allocable share of the LLC’s profits. These portfolio companies may also elect to make additional discretionary distributions. Dividend income will fluctuate based upon the profitability of these LLCs and corporations and the timing of the distributions. The dividend distributions for the respective periods were:
Three months ended March 31, 2022 | Three months ended March 31, 2021 | |||||||
TCG BDC, Inc. (TCG) | $ | 34,400 | $ | 31,820 | ||||
Carolina Skiff LLC (Carolina Skiff) | 30,600 | 81,801 | ||||||
FS KKR | 30,240 | 32,400 | ||||||
PennantPark Investment Corporations (PennantPark) | 27,300 | 23,400 | ||||||
Tilson Technology Management Inc. (Tilson) | 13,125 | 13,125 | ||||||
Ares | 9,450 | 10,800 | ||||||
Golub Capital BDC, Inc. (Golub) | 9,375 | 9,063 | ||||||
Owl Rock Capital Corporation (Owl Rock) | 9,300 | 9,300 | ||||||
Barings BDC, Inc. (Barings) | 9,200 | 7,600 | ||||||
Apollo | — | 27,360 | ||||||
|
|
|
| |||||
Total dividend and other investment income | $ | 172,990 | $ | 246,669 | ||||
|
|
|
|
|
| Three months ended |
|
| Three months ended |
| ||
Carolina Skiff LLC (Carolina Skiff) |
| $ | 299,173 |
|
| $ | 30,600 |
|
Carlyle Secured Lending Inc. (Carlyle) (formerly TCG BDC, Inc.) |
|
| 37,840 |
|
|
| 34,400 |
|
PennantPark Investment Corporation (Pennantpark) |
|
| 36,075 |
|
|
| 27,300 |
|
Knoa Software, Inc. (Knoa) |
|
| 34,850 |
|
|
| — |
|
FS KKR Capital Corp. (FS KKR) |
|
| 33,600 |
|
|
| 30,240 |
|
Tilson Technology Management Inc. (Tilson) |
|
| 13,125 |
|
|
| 13,125 |
|
Ares Capital Corporation (Ares) |
|
| 10,080 |
|
|
| 9,450 |
|
Barings BDC, Inc. (Barings) |
|
| 10,000 |
|
|
| 9,200 |
|
Golub Capital BDC, Inc. (Golub) |
|
| — |
|
|
| 9,375 |
|
Owl Rock Capital Corporation (Owl Rock) |
|
| — |
|
|
| 9,300 |
|
Total dividend and other investment income |
| $ | 474,743 |
|
| $ | 172,990 |
|
Fee income - Fee income generally consists of the revenue associated with the amortization of financing fees charged to the portfolio companies upon successful closing of financings, income from portfolio company board attendance fees and other miscellaneous fees. The financing fees are amortized ratably over the life of the instrument associated with the fees. The unamortized fees are carried on the balance sheet under the line item “Deferred revenue.”
The income associated with the amortization of financing fees was $29,619$37,720 and $16,334$29,619 for the three months ended March 31, 2023 and 2022, respectively. During the three months ended March 31, 2023, we recognized a loan monitoring fee of $20,000 from our investment in FSS, a loan monitoring fee of $20,000 from our investment in Pressure Pro, and 2021, respectively.a loan modification fee of $2,000 from our investment in Lumious. During the three months ended March 31, 2022, we recognized a one-time loan monitoring fee of $10,000 from our investment in Seybert’s. During the three months ended March 31, 2021, we recognized a one-time fee of $30,000 in conjunction with the repayment of the Microcision loan instrument.Seybert's.
Expenses
Three months ended March 31, 2022 | Three months ended March 31, 2021 | Decrease | % Decrease | |||||||||||||
Total expenses | $ | 345,378 | $ | 3,165,663 | ($ | 2,820,285 | ) | (89.1 | %) |
|
| Three months ended |
|
| Three months ended |
|
| Increase |
|
| % Increase |
| ||||
Total expenses |
| $ | 1,047,845 |
|
| $ | 345,378 |
|
| $ | 702,467 |
|
|
| 203.4 | % |
The decreaseincrease in total expenses during the three months ended March 31, 20222023 versus the same period in 20212022 was primarily due to a $2,839,760 decreasean approximately $531,000 increase in the capital gains incentive feesfee accrual and a $104,190 decreasean approximately $158,000 increase in interest expense. The decreaseincrease in capital gains incentive fees is due to an adjustment of the capital gains incentive fees payablefee accrual during the three months ended March 31, 2022. The Investment Management Agreement with RCM does not consider unrealized gains in calculating2023 is due to the amountcalculation of the capital gains incentive fee payable under that agreement. However, as required by GAAP, we mustGAAP. We are required to accrue capital gains incentive fees includingon the basis of net realized capital gains and losses and net unrealized gains.gains and losses. Our capital gains incentive fee accrual reflects the capital gains incentive fees that would be payable to RCM if our entire investment portfolio was liquidated at its fair value as of the balance sheet date, even though RCM is not entitled to be paid athis capital gains incentive fee with respect to unrealized gains unless and until such gains are actually realized.
DuringIn June 2022, we entered into a credit agreement with the fourth quarter of 2021, we repaid,Lender, which provides us with a Credit Facility in full, our $11,000,000 of outstanding SBA debentures, using cash on hand. Therefore, we dida principal amount not incur anyto exceed $25 million. We incurred $158,400 in interest expense related to the Credit Facility during the three months ended March 31, 2023. There was no corresponding expense during the three months ended March 31, 2022.
39
Net Investment Income
The net investment income for the three months ended March 31, 2023 and 2022 whilewas $714,916 and $772,003, respectively.
Realized Gain on Investments
|
| Three months ended |
|
| Three months ended |
|
| Change |
| |||
Realized gain (loss) on investments before income taxes |
| $ | 53,388 |
|
| $ | (851,471 | ) |
| $ | 904,859 |
|
During the three months ended March 31, 2023, we incurred $104,190recognized a gain of $58,329 from additional proceeds received from Microcision LLC (Microcision), an investment we exited in 2022. In addition, during the same period in 2021.
The base management fee, payable to RCM, increased 37%, or $64,666, during the three months ended March 31, 2022 versus the same period2023, we recognized a realized loss of ($4,941) on our escrow receivable from SocialFlow, Inc. (Social Flow), an investment we exited in 2021 because, as we deploy more cash into investments, the base management fee payable to RCM increases accordingly.
Net Investment Income (Loss)
The net investment income (loss) for the three months ended March 31, 2022 and 2021 was $772,003 and ($2,167,028), respectively.
Realized (Loss) Gain on Investments
Three months ended March 31, 2022 | Three months ended March 31, 2021 | Change | ||||||||||
Realized (loss) gain on investments before income taxes | ($ | 851,471 | ) | $ | 310,755 | ($ | 1,162,226 | ) |
During the three months ended March 31, 2022, we sold our investment in Social Flow and recognized a realized loss of ($1,482,498). In addition, during the three months ended March 31, 2022, we recognized a net realized gain of $500,495 on the sale of 37,000 shares of Class A common stock of ACV Auctions, Inc. (ACV). ACV trades on the NASDAQ Global Select Market under the symbol “ACVA”. As of March 31, 2022, we owned 405,934 shares of Class A common stock of ACV.
In addition, during the three months ended March 31, 2022, we recognized a $50,238 realized gain on the sale of 6,000 shares of Ares Capital Corporation (Ares), and a $41,413 realized gain on the sale of 6,000 shares of FS KKR.KKR Capital Corp (FS KKR). We recognized a realized gain on the receipt of $38,881 from ClearView Social, Inc. (Clearview Social), an investment we exited during 2021.
During the three months ended March 31, 2021, we sold our shares in Apollo Investment Corporation and recognized a gain of approximately $175,000. In addition, we sold our investment in Clearview Social and realized an approximately $135,000 gain.
Change in Unrealized Appreciation (Depreciation) of Investments
Three months ended March 31, 2022 | Three months ended March 31, 2021 | Change | ||||||||||
Change in unrealized appreciation (depreciation) of investments before income taxes | ($ | 331,069 | ) | $ | 9,887,032 | ($ | 10,218,101 | ) |
|
| Three months ended |
|
| Three months ended |
|
| Change |
| |||
Change in unrealized appreciation (depreciation) of investments |
| $ | 1,401,973 |
|
| $ | (331,069 | ) |
| $ | 1,733,042 |
|
The change in net unrealized appreciation (depreciation), before income taxes, for the three months ended March 31, 2022,2023, was comprised of the following:
Three months ended March 31, 2022 | ||||
SocialFlow, Inc. (Social Flow) | $ | 1,628,000 | ||
PennantPark Investment Corporation (Pennantpark) | 170,300 | |||
TCG BDC, Inc. (TCG) | 68,514 | |||
FS KKR Capital Corp. (FS KKR) | 62,740 | |||
Owl Rock Capital Corporation (Owl Rock) | 18,400 | |||
Golub Capital BDC, Inc. (Golub) | (6,146 | ) | ||
Barings BDC, Inc. (Barings) | (23,333 | ) | ||
Ares Capital Corporation (Ares) | (51,030 | ) | ||
ACV Auctions, Inc. (ACV) | (2,198,514 | ) | ||
|
| |||
Total change in net unrealized appreciation of investments before income taxes | ($ | 331,069 | ) | |
|
|
|
| Three months ended |
| |
ACV Auctions, Inc. (ACV) |
| $ | 1,515,420 |
|
FS KKR Capital Corp. (FS KKR) |
|
| 48,000 |
|
Ares Capital Corporation (Ares) |
|
| (9,030 | ) |
Barings BDC, Inc. (Barings) |
|
| (12,800 | ) |
Carlyle Secured Lending Inc. (Carlyle) (formerly TCG BDC, Inc.) |
|
| (54,467 | ) |
PennantPark Investment Corporation (Pennantpark) |
|
| (85,150 | ) |
Total change in net unrealized appreciation (depreciation) of investments before |
| $ | 1,401,973 |
|
ACV,Ares, Barings, Carlyle, FS KKR, Golub, Owl Rock,and Pennantpark and TCG are all publicly traded stocks, and as such, are marked to market at the end of each quarter, using the three-day average closing price.price prior to the end of the quarter.
We sold our investment in Social Flow during the three months ended March 31, 2022.40
The change in net unrealized appreciation (depreciation), before income taxes, for the three months ended March 31, 2021,2022, was comprised of the following:
Three months ended March 31, 2021 |
| Three months ended |
| |||||
SocialFlow, Inc. (Social Flow) |
| $ | 1,628,000 |
| ||||
PennantPark Investment Corporation (Pennantpark) |
|
| 170,300 |
| ||||
Carlyle Secured Lending Inc. (Carlyle) (formerly TCG BDC, Inc.) |
|
| 68,514 |
| ||||
FS KKR Capital Corp. (FS KKR) |
|
| 62,740 |
| ||||
Owl Rock Capital Corporation (Owl Rock) |
|
| 18,400 |
| ||||
Golub Capital BDC, Inc. (Golub) |
|
| (6,146 | ) | ||||
Barings BDC, Inc. (Barings) |
|
| (23,333 | ) | ||||
Ares Capital Corporation (Ares) |
|
| (51,030 | ) | ||||
ACV Auctions, Inc. (ACV) | $ | 9,287,855 |
|
| (2,198,514 | ) | ||
TCG BDC, Inc. (TCG) | 209,240 | |||||||
FS KKR Capital Corp. (FS KKR) | 142,005 | |||||||
PennantPark Investment Corporation (Pennantpark) | 103,451 | |||||||
Ares Capital Corporation (Ares) | 54,900 | |||||||
Owl Rock Capital Corporation (Owl Rock) | 38,100 | |||||||
Barings BDC, Inc. (Barings) | 32,534 | |||||||
Golub Capital BDC, Inc. (Golub) | 26,563 | |||||||
Apollo Investment Corporation (Apollo) | (7,616 | ) | ||||||
| ||||||||
Total change in net unrealized appreciation of investments before income taxes | $ | 9,887,032 | ||||||
| ||||||||
Total change in net unrealized appreciation (depreciation) of investments before |
| $ | (331,069 | ) |
ACV,Ares, Barings, Carlyle, FS KKR, Golub, Owl Rock Pennantpark and TCGPennantpark are all publicly traded stocks, and as such, are marked to market at the end of each quarter, using the three-day average closing price prior to the end of the quarter.
We sold our Apollo sharesinvestment in Social Flow during the three months ended March 31, 2021.2022.
ACV completed an Initial Public Offering (IPO) at $25.00 per share on March 23, 2021, trading on the NASDAQ Global Select market under the symbol “ACVA”. We owned 590,580 shares of common stock of ACV prior to the IPO. ACV, as a publicly traded stock, was marked to market at the end of the first quarter of 2021. The stock was valued at a three-day average bid price and was discounted due to trading restrictions on the stock, which subsequently expired on September 20, 2021. The Corporation valued its 590,580 shares of ACV at $26.79 as of March 31, 2021.
All of these valuation adjustments resulted from a review by RCM management, which was subsequently approved by our Board of Directors, using the guidance set forth by ASC 820 and our established valuation policy.
Net Increase (Decrease) Increase in Net Assets from Operations
The net increase (decrease) increase in net assets from operations on our consolidated statements of operations for the three months ended March 31, 2023 and 2022 was $2,170,277 and 2021 was ($410,537) and $8,030,759,, respectively.
Liquidity and Capital Resources
Liquidity is a measure of our ability to meet anticipated cash requirements, fund new and follow-on portfolio investments, pay distributions to our shareholders and respond to other general business demands. As of March 31, 2022,2023, our total liquidity consisted of approximately $597,000$1,841,000 in cash. In addition, we hold publicly traded equity securities of several BDCs and ACV Auctions, which are available for future liquidity requirements.
During the second quarter of 2022, we entered into a new $25 million Credit Facility. The amount we can borrow, at any given time, under the Credit Facility is tied to a borrowing base, which is measured as (i) 75% of the aggregate sum of the fair market values of the publicly traded equity securities we hold (other than shares of ACV Auctions) plus (ii) the least of (a) 75% of the fair market value of the shares of ACV Auctions we hold, (b) $6.25 million and (c) 25% of the aggregate borrowing base availability for the Credit Facility at any date of determination plus (iii) 50% of the aggregate sum of the fair market values of eligible private loans we hold that meet specified criteria plus (iv) the lesser of (a) 50% of the aggregate sum of the fair market values of unsecured private loans we hold that meet specified criteria and (b) $1.25 million minus (v) such reserves as the Lender may establish from time to time in its sole discretion. The Credit Facility has a maturity date of June 27, 2027. The outstanding balance drawn on the Credit Facility at March 31, 2023 was $7,950,000. Under the borrowing base formula described above, the unused line of credit balance for the Credit Facility was $17,050,000 at March 31, 2023.
Our borrowings under the Credit Facility bear interest at a variable rate determined as a rate per annum equal to 3.50 percentage points above the greater of (i) the applicable daily simple secured overnight financing rate (SOFR) and (ii) 0.25%. At March 31, 2023, our applicable interest rate was 8.05%.
The Credit Agreement contains representations and warranties and affirmative, negative and financial covenants usual and customary for agreements of this type, including among others covenants that prohibit, subject to certain specified exceptions, our ability to merge or consolidate with other companies, sell any material part of our assets, incur other indebtedness, incur liens on our assets, make investments or loans to third parties other than permitted investments and permitted loans, and declare any distribution or dividend other than certain permitted distributions. The Credit Agreement includes the following financial covenants: (i) a tangible net worth covenant that requires us to maintain a Tangible Net Worth (defined in the Credit Agreement as our aggregate assets, excluding intangible assets, less all of our liabilities) of not less than $50.0 million, which is measured quarterly at the end of each fiscal quarter,
41
(ii) an asset coverage ratio covenant that requires us to maintain an Asset Coverage Ratio (defined in the Credit Agreement as the ratio of the fair market value of all of our assets to the sum of all of our obligations for borrowed money plus all capital lease obligations) of not less than 3:1, which is measured quarterly at the end of each fiscal quarter and (iii) an interest coverage ratio covenant that requires us to maintain an Interest Coverage Ratio (defined in the Credit Agreement as the ratio of Cash Flow (as defined in the Credit Agreement) to Interest Expense (as defined in the Credit Agreement)) of not less than 2.5:1, which is measured quarterly on a trailing twelve-months basis. We believe we were in compliance with these covenants at March 31, 2023. See “Note 6. Senior Secured Revolving Credit Facility” on our Notes to the Consolidated Financial Statements for additional information regarding the terms of our Credit Facility.
For the three months ended March 31, 2022,2023, we experienced a net decreaseincrease in cash of approximately $237,000,$472,000, which is a net effect of approximately $150,000$4,412,000 of cash providedused in our operating activities and approximately $387,000 used in$4,884,000 provided by our financing activities.
We anticipate that we will continue to fund our investment activities through cash and cash flows generated through our ongoing operating activities, and the sale of our publicly traded liquid investments.investments, and through borrowings under the $25 million Credit Facility. We anticipate that we will continue to exit investments. However, the timing of liquidation events with respect to our privately held investments is difficult to project.
Our ongoing liquidity is tied to the performance of our portfolio companiesItem 3. Quantitative and as such, it may be affected going forward based on the impact of the COVID-19 pandemic and its lasting impact on the capital markets, our portfolio companies, and the U.S. economy in general.Qualitative Disclosures about Market Risk
|
Our investment activities contain elements of risk. Our investment portfolio primarily consists of equitydebt and debtequity securities in private companies and is subject to valuation risk. Because there is typically no public market for the equitydebt and debtequity securities in which we invest, the valuation of the equity interests in the portfolio is stated at “fair value” as determined in good faith by RCM and approved by our Board of Directors. This is in accordance with our investment valuation policy (see the discussion of valuation policy contained in “Note 3. Investments” in the consolidated financial statementsConsolidated Financial Statements contained in Item 1 of this report, which is hereby incorporated herein by reference.) In the absence of readily ascertainable market values, the estimated value of investments in our portfolio may differ significantly from the values that would be placed on such investments in our portfolio if a ready market for the investments existed. Any changes in valuation are recorded on the consolidated statement of operations as “Net change in unrealized appreciation or depreciation on investments.”
At times, our portfolio may include, and does currently include, marketable securities traded in the over-the-counter market or on other stock markets. In addition, there may be a portion of the portfolio for which no regular trading market exists. In order to realize the full value of a security, the market must trade in an orderly fashion, or a willing purchaser must be available when a sale is to be made. Should an economic or other event occur that would not allow markets to trade in an orderly fashion, we may not be able to realize the fair value of our marketable investments or other investments in a timely manner.
At March 31, 2022,2023, we did not have any off-balance sheet arrangements or hedging or similar derivative financial instrument investments.
Item 4. Controls and Procedures
|
Disclosure Controls and Procedures. The Corporation maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports that it files or submits under 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 this information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Chief Executive Officer and the Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures as of March 31, 2022.2023. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s controls and procedures were effective as of March 31, 2022.2023.
Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting during the Corporation’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.
PART II.
OTHER INFORMATION
|
None.Item 1. Legal Proceedings
None.
|
Item 1A. Risk Factors
See the information provided under the heading “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2021.2022.
Item 2. Unregistered Sales |
Issuer Purchases of Equity Securities and Use of Proceeds
Period | Total number of shares purchased (1) | Average price paid per share (2) | Total number of shares purchased as part of publicly announced plan (3) | Maximum dollar amount of shares that may yet be purchased under the share repurchase program (3) | ||||||||||||
1/1/2022 – 1/31/2022 | — | — | — | $ | 1,479,230 | |||||||||||
2/1/2022 – 2/28/2022 | — | — | — | $ | 1,479,230 | |||||||||||
3/1/2022 – 3/31/2022 | — | — | — | $ | 1,479,230 | |||||||||||
|
|
|
|
|
| |||||||||||
Total | — | — | — | |||||||||||||
|
|
|
|
|
|
|
| Total number of shares purchased (1) |
|
| Average price paid per share (2) |
|
| Total number of shares purchased as part of publicly |
|
| Maximum dollar amount of shares that may yet be purchased under the share repurchase program (3) |
| ||||
1/1/2023 – 1/31/2023 |
|
| — |
|
|
| — |
|
|
| — |
|
| $ | 1,500,000 |
|
2/1/2023 – 2/28/2023 |
|
| — |
|
|
| — |
|
|
| — |
|
| $ | 1,500,000 |
|
3/1/2023 – 3/31/2023 |
|
| — |
|
|
| — |
|
|
| — |
|
| $ | 1,500,000 |
|
Total |
|
| — |
|
|
| — |
|
|
| — |
|
|
|
|
|
|
|
|
None.Item 3. Defaults upon Senior Securities
None.
|
Item 4. Mine Safety Disclosures
Not Applicable.
|
None.
43
Item 6. Exhibits
|
The following exhibits are filed with this report or are incorporated herein by reference to a prior filing, in accordance with Rule 12b-32 under the Securities Exchange Act of 1934.
(3.1)(i) | Certificate of Incorporation of the Corporation, incorporated by reference to Exhibit (a)(1) of Form N-2 filed with the SEC on April 22, 1997. (File No. 333-25617). | |
(3.1)(ii) | ||
(3.1)(iii) | ||
(3.1)(iv) | ||
(4.1) | Specimen certificate of common stock certificate, incorporated by reference to Exhibit (b) of Form N-2 filed with the SEC on April 22, 1997. (File No. 333-25617). | |
(31.1) | ||
(31.2) | ||
(32.1) |
Signatures
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
RAND CAPITAL CORPORATION
Dated: May 9, | ||||
/s/ Daniel P. Penberthy | ||||
Daniel P. Penberthy, Chief Executive | ||||
Officer and President | ||||
(Chief Executive Officer) | ||||
Dated: May 9, | ||||
/s/ Margaret W. Brechtel | ||||
Margaret W. Brechtel, Executive Vice | ||||
President, Chief Financial Officer and | ||||
Treasurer | ||||
(Chief Financial Officer) |
4845