UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended June 30, 2005
[ ] 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: 811-01825
RAND CAPITAL CORPORATION
(Exact Name of Registrant as specified in its Charter)
NEW YORK 16-0961359
(State or Other Jurisdiction of Incorporation (IRS Employer
or organization) Identification No.)
2200 RAND BUILDING, BUFFALO, NY 14203
(Address of Principal executive offices) (Zip Code)
(Registrant's Telephone No. Including Area Code) (716) 853-0802
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 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: [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12B-2 of the Exchange Act) Yes: [ ] No [X]
Number of shares outstanding of each of the issuer's classes of common stock, as
of the latest practicable date (August 1, 2005): 5,718,934
RAND CAPITAL CORPORATION
TABLE OF CONTENTS FOR FORM 10-Q
PART I. - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Unaudited)
Consolidated Statements of Financial Position as of June 30, 2005
and December 31, 2004
Consolidated Statements of Operations for the Three Months and Six
Months Ended June 30, 2005 and 2004
Consolidated Statements of Cash Flows for the Six Months Ended June
30, 2005 and 2004
Consolidated Statements of Changes in Net Assets for the Three
Months and Six Months Ended June 30, 2005 and 2004
Consolidated Schedule of Portfolio Investments as of June 30, 2005
Notes to Consolidated Financial Statements
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
ITEM 4. Evaluation of Disclosure - Controls and Procedures
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
ITEM 3. Defaults Upon Senior Securities
ITEM 4. Submission of Matters to a Vote of Security Holders
ITEM 5. Other Information
ITEM 6. Exhibits
PART I.
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
RAND CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS OF JUNE 30, 2005 AND DECEMBER 31, 2004
(UNAUDITED)
JUNE 30, DECEMBER 31,
2005 2004
-------------- --------------
ASSETS
Investments at fair value (identified cost: at 6/30/05 - $ 12,613,991 $ 11,035,806
$13,034,965, at 12/31/04- $11,621,853)
Cash and cash equivalents 318,049 626,744
Interest receivable (net of allowance of $122,000 at
6/30/05 and 12/31/04) 349,202 260,490
Deferred tax asset 584,000 566,000
Income tax receivable 14,287 11,579
Promissory notes receivable 24,515 36,195
Other assets 272,026 206,295
-------------- --------------
TOTAL ASSETS $ 14,176,070 $ 12,743,109
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY (NET ASSETS)
LIABILITIES:
Debentures guaranteed by the SBA $ 5,000,000 $ 3,500,000
Accounts payable and accrued expenses 121,278 132,897
Deferred revenue 95,198 83,158
-------------- --------------
Total liabilities 5,216,476 3,716,055
STOCKHOLDERS' EQUITY (NET ASSETS):
Common stock, $.10 par - shares authorized
10,000,000; shares issued 5,763,034 576,304 576,304
Capital in excess of par value 6,973,454 6,973,454
Accumulated net investment (loss) (4,979,524) (4,813,146)
Undistributed net realized gain on investments 6,689,278 6,689,277
Net unrealized (depreciation) on investments (252,712) (351,629)
Treasury stock at cost, 44,100 shares at 6/30/05 and 12/31/04 (47,206) (47,206)
-------------- --------------
Net assets (per share 6/30/2005-$1.57, 12/31/2004-$1.58) 8,959,594 9,027,054
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (NET ASSETS) $ 14,176,070 $ 12,743,109
============== ==============
See accompanying notes
RAND CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(UNAUDITED)
THREE MONTHS THREE MONTHS SIX MONTHS
ENDED ENDED SIX MONTHS ENDED ENDED
JUNE 30, 2005 JUNE 30, 2004 JUNE 30, 2005 JUNE 30, 2004
------------- ------------- -------------- -------------
INVESTMENT INCOME:
Interest from portfolio companies $ 137,003 $ 149,725 $ 282,923 $ 322,522
Interest from other investments 645 229 1,484 1,634
Dividend income 29,704 25,920 29,704 32,507
Other income 10,707 12,747 21,601 18,152
------------ ------------ ------------ ------------
178,059 188,621 335,712 374,815
------------ ------------ ------------ ------------
OPERATING EXPENSES:
Salaries 88,432 82,060 223,104 215,715
Employee benefits 23,209 19,774 54,729 50,581
Directors' fees 28,250 14,000 36,450 26,100
Professional fees 29,777 24,664 44,840 38,095
Shareholders and office 33,980 39,194 58,373 66,735
Insurance 11,550 11,550 23,100 23,100
Corporate development 9,564 10,575 20,777 19,082
Other operating expenses 3,036 4,457 5,212 8,238
------------ ------------ ------------ ------------
227,798 206,274 466,585 447,646
Interest expense 63,761 20,983 114,734 24,007
Bad debt recovery - - - (122,914)
------------ ------------ ------------ ------------
Total expenses 291,559 227,257 581,319 348,739
------------ ------------ ------------ ------------
INVESTMENT (LOSS) INCOME BEFORE INCOME TAXES (113,500) (38,636) (245,607) 26,076
Income tax (provision) (5,000) (5,490) (4,927) (8,246)
Deferred income tax benefit (provision) 48,157 6,000 84,157 (23,000)
------------ ------------ ------------ ------------
NET INVESTMENT (LOSS) (70,343) (38,126) (166,377) (5,170)
------------ ------------ ------------ ------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net gain on sales and dispositions - - - 32,956
------------ ------------ ------------ ------------
Unrealized (depreciation) on investments:
Beginning of period (248,867) (390,346) (586,048) (379,311)
End of period (420,974) (65,826) (420,974) (65,826)
------------ ------------ ------------ ------------
Change in unrealized (depreciation)
before income taxes (172,107) 324,520 165,074 313,485
Deferred income tax benefit (provision) 68,843 (129,000) (66,157) (125,000)
------------ ------------ ------------ ------------
NET (INCREASE) DECREASE IN UNREALIZED APPRECIATION (103,264) 195,520 98,917 188,485
------------ ------------ ------------ ------------
NET REALIZED AND UNREALIZED (LOSS) GAIN ON INVESTMENTS (103,264) 195,520 98,917 221,441
------------ ------------ ------------ ------------
NET (DECREASE) INCREASE IN NET ASSETS FROM OPERATIONS $ (173,607) $ 157,394 $ (67,460) $ 216,271
============ ============ ============ ============
WEIGHTED AVERAGE SHARES OUTSTANDING 5,718,934 5,718,934 5,718,934 5,718,934
BASIC AND DILUTED NET (DECREASE) INCREASE IN
NET ASSETS FROM OPERATIONS PER SHARE $ (0.03) $ 0.03 $ (0.01) $ 0.04
See accompanying notes
RAND CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(UNAUDITED)
JUNE 30, 2005 JUNE 30, 2004
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (decrease) increase in net assets from operations $ (67,460) $ 216,271
------------ ------------
Adjustments to reconcile net (decrease) in net assets to net cash used in
operating activities:
Depreciation and amortization 10,730 5,769
Bad debt recovery - (122,914)
Change in unrealized depreciation of investments (165,074) (313,485)
Deferred tax (benefit) provision (18,000) 148,000
Net realized gain on portfolio investments - (32,956)
Non-cash conversion of debentures (19,097) (61,919)
Changes in operating assets and liabilities:
(Increase) decrease in interest receivable (88,712) 76,011
(Increase) in other assets (40,110) (36,892)
Increase in deferred revenue 12,040 41,848
(Decrease) in accounts payable and other accrued expenses (11,617) (6,614)
------------ ------------
Total adjustments (319,840) (303,152)
------------ ------------
NET CASH USED IN OPERATING ACTIVITIES (387,300) (86,881)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments originated (1,451,060) (3,010,000)
Proceeds from sale of portfolio investments - 37,503
Proceeds from loan repayments 68,725 477,405
Capital expenditures (1,560) (5,897)
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (1,383,895) (2,500,989)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from SBA debentures 1,500,000 2,500,000
Origination costs for SBA debenture loans (37,500) (62,500)
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,462,500 2,437,500
------------ ------------
Net decrease in cash and cash equivalents (308,695) (150,370)
Cash and cash equivalents:
Beginning of period 626,744 1,251,546
------------ ------------
End of period $ 318,049 $ 1,101,176
============ ============
See accompanying notes.
RAND CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(UNAUDITED)
THREE MONTHS THREE MONTHS SIX MONTHS SIX MONTHS
ENDED ENDED ENDED ENDED
JUNE 30, 2005 JUNE 30, 2004 JUNE 30, 2005 JUNE 30, 2004
------------- ------------- ------------- -------------
NET ASSETS AT BEGINNING OF PERIOD $ 9,133,201 $ 9,297,365 $ 9,027,054 $ 9,238,488
Operations:
Net investment loss (70,343) (38,126) (166,377) (5,170)
Net realized gain on investments - - - 32,956
Net (increase) decrease in unrealized
depreciation of investments (103,264) 195,520 98,917 188,485
----------- ----------- ----------- -----------
Net (decrease) increase in net assets
from operations (173,607) 157,394 (67,460) 216,271
----------- ----------- ----------- -----------
NET ASSETS AT END OF PERIOD $ 8,959,594 $ 9,454,759 $ 8,959,594 $ 9,454,759
=========== =========== =========== ===========
See accompanying notes
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
JUNE 30, 2005
(UNAUDITED)
PER
(b) SHARE
DATE (c) (d) OF
COMPANY AND BUSINESS TYPE OF INVESTMENT ACQUIRED EQUITY COST VALUE RAND
- ----------------------------------------------- ---------------------------------------- -------- ------ ---------- ---------- -----
APF GROUP, INC. (e)(g) $500,000 Senior Subordinated note at 7/8/04 6% $ 594,594 $ 594,594 .10
Mount Vernon, NY. Manufacturer of museum 12.5% due July 1, 2009. $94,594 Senior
quality picture frames and framed mirrors for Subordinated note at 14% due July 31,
museums, art galleries, retail frame shops, 2007. Warrants to purchase 10.2941
upscale designers and prominent collectors. shares common stock.
www.apfgroup.com
CAROLINA SKIFF LLC (e)(g) $985,000 Class A preferred membership 1/30/04 5% 1,000,000 1,000,000 .17
Waycross, GA. Manufacturer of fresh water, interest at 11%. Redeemable January 31,
ocean fishing and pleasure boats. 2010. 5% common membership
www.carolinaskiff.com interest.
CONCENTRIX CORPORATION (e)(g) $600,000 Senior Subordinated note at 6/1/05 <1% 600,000 600,000 .10
Pittsford, NY. Marketing service company 14% due November 11, 2007.
generating returns through multi-channel demand
generation and renewal marketing services.
www.concentrix.com
CONTRACT STAFFING Preferred Stock Repurchase Agreement 11/8/99 10% 141,400 141,400 .02
Buffalo, NY. PEO providing human resource through March 31, 2010 at 5%.
administration for small businesses.
www.contract-staffing.com
GEMCOR II, LLC (e)(g) $250,000 note at 8% due June 28, 2009 6/28/04 31% 750,000 750,000 .13
West Seneca, NY. Designs and sells automatic with warrant to purchase 6.25
riveting machines used in the assembly of membership units. 25 membership units.
aircraft components.
www.gemcor.com
G-TEC NATURAL GAS SYSTEMS 41.67% Class A membership interest. 8/31/99 42% 325,000 225,000 .03
Buffalo, NY. Manufactures and distributes 8% cumulative dividend.
systems that allow natural gas to be used as $25,000 note at 12% due November 17,
an alternative fuel to gases. 2005.
www.gas-tec.com
INNOV-X SYSTEMS, INC. (e)(g) $350,000 Subordinated Debenture at 9/27/04 10% 635,000 635,000 .11
Woburn, MA. Manufactures portable x-ray 8.5% due September 27, 2009 with
fluorescence (XRF) analyzers used in metals/ detachable warrants. 3,500 Series A
alloy analysis. preferred stock. $250,000 Series B
www.innovxsys.com Secured Subordinated term note at 8.5%
due March 1, 2010.
KIONIX, INC. (g) 2,862,091 shares Series A preferred 5/17/02 2% 1,246,466 961,989 .17
Ithaca, NY. Develops innovative MEMS based stock. 704,188 shares Series B
technology applications. preferred stock.
www.kionix.com
MINRAD INTERNATIONAL, INC. 677,981 common shares. 8/4/97 3% 919,422 1,356,000 .24
(OTC: MNRD:OB)* (h)
Buffalo, NY. Developer of acute care devices
and anesthetics.
www.minrad.com
NEW MONARCH MACHINE TOOL, INC. (e)(g)(i) $500,000 note at 12% due September 24, 9/24/03 12% 586,364 586,364 .10
Cortland, NY. Manufactures and services 2006. Warrant for 11.59 shares of
vertical/horizontal machining centers. common stock. $250,000 note at 14%
www.monarchmt.com due September 2, 2005.
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
JUNE 30, 2005
(UNAUDITED)
PER
(b) SHARE
DATE (c) (d) OF
COMPANY AND BUSINESS TYPE OF INVESTMENT ACQUIRED EQUITY COST VALUE RAND
- ----------------------------------------------- ------------------------------------- -------- ------ ---------- ----------- -----
PHOTONIC PRODUCTS GROUP, INC (OTC:PHPG.OB)* (a) 100 shares convertible Series B 10/31/00 <1% 135,000 109,100 .02
(Formerly INRAD, Inc.) Northvale, NJ. Develops preferred stock, 10% dividend.
and manufactures products for laser photonics 14,000 shares common stock.
industry.
www.inrad.com
RAMSCO (e)(g) $916,947.23 notes at 13% due 11/19/02 13% 916,947 916,947 .16
Albany, NY. Distributor of water, sanitary, November 18, 2007. Warrants to
storm sewer and specialty construction purchase 12.5% of common shares.
materials to the contractor, highway and
municipal markets.
www.ramsco.com
SOMERSET GAS TRANSMISSION COMPANY, LLC (e) 26.5337 Units. 7/10/02 3% 719,097 786,748 .14
Buffalo, NY. Natural gas transportation
company.
www.somersetgas.com
SYNACOR INC. (e)(g) $350,000 convertible note at 10% 11/18/02 4% 820,000 828,674 .14
Buffalo, NY. Develops provisioning platforms due November 18, 2007. 200,000
for aggregation and delivery of content for shares of Series B preferred stock.
broadband access providers. 59,828 Series A preferred shares.
www.synacor.com Warrants for 299,146 common shares.
TOPPS MEAT COMPANY LLC (e)(g) Preferred A and Class A common 4/3/03 3% 259,000 259,000 .05
Elizabeth, NJ. Producer and supplier of premium membership interest.
branded frozen hamburgers and portion
controlled meat products.
www.toppsmeat.com
ULTRA - SCAN CORPORATION 536,596 common shares, 107,104 12/11/92 3% 938,164 1,276,174 .22
Amherst, NY. Biometrics application developer Series A-1 preferred shares.
of ultrasonic fingerprint technology. (g) 95,284 Series A preferred shares.
www.ultra-scan.com
USTEC, INC. (e) $100,000 note at 5% due February 6/26/98 <1% 450,500 475,000 .08
Victor, NY. Markets digital wiring systems for 2006(e). 50,000 common shares.
new home construction. Warrants for 139,395 common shares.
www.ustecnet.com (g) $350,000 Senior Subordinated
Convertible Debenture at 6% due
February 2, 2008.
VANGUARD MODULAR BUILDING SYSTEMS 2,673 preferred units with warrants, 12/16/99 <1% 270,000 270,000 .05
Philadelphia, PA. Leases and sells high-end 14% accrued distribution rate.
modular space solutions.
www.vanguardmodular.com
WINEISIT.COM, CORP.(g) $500,000 Senior Subordinated note at 12/18/02 2% 801,918 801,918 .14
Amherst, NY. Marketing company specializing in 10% due December 17, 2009.
customer loyalty programs supporting the wine $250,000 note at 10% due April 16,
and spirit industry. 2005.Warrants to purchase 100,000
www.wineisit.com shares Class B common stock.
Other Investments Other Various $ 926,093 $ 40,083 .00
Total portfolio investments $13,034,965 $12,613,991 $2.21
=========== =========== =====
See accompanying notes
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
JUNE 30, 2005 (CONTINUED)
NOTES TO CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
(a) Unrestricted securities (indicated by * ) are freely marketable securities
having readily available market quotations. All other securities are
restricted securities, which are subject to one or more restrictions on
resale and are not freely marketable. At June 30, 2005 restricted
securities represented approximately 99% of the value of the investment
portfolio. Freed Maxick & Battaglia, CPA's, PC has not examined the
business descriptions of the portfolio companies.
(b) The Date Acquired column indicates the year in which the Corporation
acquired its first investment in the company or a predecessor company.
(c) The equity percentages estimate the Corporation's ownership interest in
the portfolio investment. The estimated ownership is calculated based on
the percent of outstanding voting securities held by the Corporation or
the potential percentage of voting securities held by the Corporation upon
exercise of its warrants or conversion of debentures, or other available
data. Freed Maxick & Battaglia, CPA's, PC has not audited the equity
percentages of the portfolio companies. The symbol "<1%" indicates that
the Company holds equity interest of less than one percent.
(d) The Corporation has adopted the SBA's valuation guidelines for SBIC's
which describe the policies and procedures used in valuing investments.
Under the valuation policy of the Corporation, unrestricted securities are
valued at the closing price for publicly held securities for the last
three days of the month. Restricted securities, including securities of
publicly-held companies, which are subject to restrictions on resale, are
valued at fair value as determined by the Board of Directors. Fair value
is considered to be the amount which the Corporation might reasonably
expect to receive if the portfolio securities were sold on the valuation
date. Valuations as of any particular date, however, are not necessarily
indicative of amounts which may ultimately be realized as a result of
future sales or other dispositions of securities and these favorable or
unfavorable differences could be material. Among the factors considered by
the Board of Directors in determining the fair value of restricted
securities are the financial condition and operating results, projected
operations, and other analytical data relating to the investment. Also
considered are the market prices for unrestricted securities of the same
class (if applicable) and other matters which may have an impact on the
value of the portfolio company.
(e) These investments are income producing. All other investments are
non-income producing. Income producing investments have generated cash
payments of interest or dividends within the last twelve months.
(f) Income Tax Information - As of June 30, 2005, the aggregate cost of
investment securities approximated $13.0 million. Net unrealized
depreciation aggregated approximately $421,000 of which $875,000 related
to appreciated investment securities and $1,296,000 related to depreciated
investment securities.
(g) Rand Capital SBIC, L.P. investment
(h) This is a publicly owned security. The Corporation's shares are restricted
until December 2005 at which time they become tradable in the open market
under Rule 144.
(i) Reduction in cost and value reflects current principal repayment.
* Publicly owned company
See accompanying notes.
RAND CAPITAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(UNAUDITED)
NOTE 1. ORGANIZATION
Rand Capital Corporation ("Rand") was incorporated under the laws of the
state of New York on February 24, 1969. From 1971 to August 16, 2001, Rand
operated as a publicly traded, closed-end, diversified management company that
was registered under Section 8(b) of the Investment Company Act of 1940 (the
"1940 Act"). On August 16, 2001, Rand filed an election to be treated as a
business development company ("BDC") under the 1940 Act, which became effective
on the date of filing. A BDC is a specialized type of investment company that is
primarily engaged in the business of furnishing capital and managerial expertise
to companies that do not have ready access to capital through conventional
finance channels. There was no impact on the corporate structure as a result of
the change to a BDC. Rand continues to operate as a publicly held venture
capital company, listed on the NASDAQ Small Cap Market under the symbol "RAND."
FORMATION OF SBIC SUBSIDIARY
On January 16, 2002, Rand formed a wholly owned subsidiary, Rand Capital
SBIC, L.P., ("Rand SBIC") for the purpose of operating it as a small business
investment company. At the same time, Rand organized another wholly owned
subsidiary, Rand Capital Management, LLC ("Rand Management"), as a Delaware
limited liability company, to act as the general partner of Rand SBIC. Rand
transferred $5 million in cash to Rand SBIC to serve as "regulatory capital" in
January 2002 and on August 16, 2002, Rand received notification that its Small
Business Investment Company (SBIC) application and license had been approved by
the Small Business Administration (SBA). The approval allows Rand SBIC to obtain
loans up to two times its initial $5 million of "regulatory capital" from the
SBA for purposes of making new investments in portfolio companies.
The following discussion will include Rand, Rand SBIC and Rand Management
(collectively, the "Corporation").
The Corporation paid $100,000 to the SBA to reserve $10,000,000 of its
approved debenture leverage. The fees were paid in two installments of $50,000
each in July of 2003 and in August on 2004. These fees were 1% of the face
amount of the leverage reserved under the commitment. The fee represents a
partial prepayment of the SBA's nonrefundable 3% leverage fee. As of June 30,
2005, Rand Capital SBIC, L.P. had drawn $5,000,000 in leverage from the SBA.
SBA debentures are issued with 10-year maturities. Interest only is
payable semi-annually until maturity. Ten-year SBA debentures may be prepaid
with a penalty during the first 5 years, and then are pre-payable without
penalty. Rand initially capitalized Rand SBIC with $5 million in Regulatory
Capital. Rand SBIC was approved to obtain SBA leverage at a 2:1 matching ratio,
resulting in a total capital pool eligible for investment of $15 million. The
Corporation expects to use Rand SBIC as its primary investment vehicle.
The Corporation formed Rand SBIC as a subsidiary for the purpose of
causing it to be licensed as a SBIC under the Small Business Investment Act of
1958 (the "SBA Act") by the SBA, in order to have access to various forms of
leverage provided by the SBA to SBIC's.
On May 28, 2002, the Corporation filed an Exemption Application with the
Securities and Exchange Commission ("SEC") seeking an order under Sections 6(c),
12(d)(1)(J), 57(c), and 57(i) of, and Rule 17d-1 under, the 1940 Act for
exemptions from the application of Sections 2(a)(3), 2(a)(19), 12(d)(1), 18(a),
21(b), 57(a)(1), (2), (3), and (4), and 61(a) of the 1940 Act to certain aspects
of its operations. The application also seeks an order under Section 12(h) of
the Securities Exchange Act of 1934 Act (the "Exchange Act") for an exemption
from separate reporting requirements under Section 13(a) of the Exchange Act. In
general, the Corporation applications seek orders that would permit:
- A BDC (Rand) to operate a BDC/small business investment company
(Rand SBIC) as its wholly owned subsidiary in limited partnership
form;
- Rand, Rand Management and Rand SBIC to engage in certain
transactions that the Corporation would otherwise be permitted to
engage in as a BDC if its component parts were organized as a single
corporation;
- Rand, as a BDC, and Rand SBIC, as its BDC/SBIC subsidiary, to meet
asset coverage requirements for senior securities on a consolidated
basis and;
- Rand SBIC, as a BDC/SBIC subsidiary of Rand, as a BDC, to file
Exchange Act reports on a consolidated basis as part of Rand's
reports.
The Corporation has not identified from among the similar exemption
applications on file with the SEC an example of a specific grouping of all of
the exemptions requested by the Corporation in its application, but the SEC has
commonly granted applications to other companies for orders applicable to each
of the exemptions requested and for orders applicable to various combinations of
those exemptions, and the Corporation's applications do not appear to raise any
specific policy issues that have not also been raised by applications for which
exemptions have been granted.
Rand operates Rand SBIC through Rand Management for the same investment
purposes, and with investments in similar kinds of securities, as Rand. Rand
SBIC's operations are consolidated with those of Rand for both financial
reporting and tax purposes.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION - In Management's opinion, the accompanying consolidated
financial statements include all adjustments necessary for a fair presentation
of the consolidated financial position, results of operations, and cash flows
for the interim periods presented. Certain information and note disclosures
normally included in audited annual financial statements prepared in accordance
with accounting principles generally accepted in the United States of America,
have been omitted; however, the Corporation believes that the disclosures made
are adequate to make the information presented not misleading. The interim
results for the period ending June 30, 2005 are not necessarily indicative of
the results for the full year.
These statements should be read in conjunction with the financial
statements and the notes included in the Corporation's Annual Report on Form
10-K for the year ended December 31, 2004. Information contained in this filing
should also be reviewed in conjunction with the Corporation's related filings
with the SEC during the period of time prior to the date of this report. Those
filings include, but are not limited to the following:
N-30-B2/ARS Quarterly & Annual Reports to Shareholders
N-54A Election to Adopt Business Development Company status
DEF-14A Definitive Proxy Statement submitted to shareholders
Form 10-K Annual Report on Form 10-K for the year ended December 31,
2004
Form 10-Q Quarterly Report on Form 10-Q for the quarters ended March
31, 2005, September 30, 2004 and June 30, 2004
Form N-23C-1 Reports by closed-end investment companies of purchases of
their own securities
Our website is www.randcapital.com. We make available through our website:
our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current
reports on Form 8-K and other reports filed with the SEC.
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include the
accounts of Rand, Rand SBIC and Rand Management, collectively, the
"Corporation". All intercompany accounts and transactions have been eliminated
in consolidation.
INVESTMENTS - Investments are stated at fair value, as determined in good faith
by the Board of Directors, as described in the Notes to Consolidated Schedule of
Portfolio Investments. Certain investment valuations have been determined by the
Board of Directors in the absence of readily ascertainable fair values. The
estimated valuations are not necessarily indicative of amounts which may
ultimately be realized as a result of future sales or other dispositions of
securities, and these favorable or unfavorable differences could be material.
Amounts reported as realized gains and losses are measured by the
difference between the proceeds of sale or exchange and the cost basis of the
investment without regard to unrealized gains or losses reported in prior
periods. The cost of securities that have, in the Board of Directors' judgment,
become worthless, are written off and reported as realized losses.
CASH AND CASH EQUIVALENTS - Temporary cash investments having a maturity of
three months or less when purchased are considered to be cash equivalents.
REVENUE RECOGNITION - INTEREST INCOME - Interest income generally 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 Rand SBIC interest accrual is regulated by the SBA's "Accounting
Standards and Financial Reporting Requirements for Small Business Investments
Companies". Under these rules interest income cannot be recognized if collection
is doubtful, and a 100% reserve must be established. The collection of interest
is presumed to be in doubt when there is substantial doubt about a portfolio
company's ability to continue as a going concern or the loan is in default more
than 120 days. Management also utilizes other qualitative and quantitative
measures to determine the value of a portfolio investment and the collectability
of any accrued interest.
DEFERRED DEBENTURE COSTS - SBA debenture origination and commitment costs, which
are included in other assets, will be amortized ratably over the terms of the
SBA debentures. Amortization expense was $7,130 for the six months ended June
30, 2005, compared to $2,019 for the six months ended June 30, 2004.
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.
ACCOUNTING ESTIMATES - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
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 June 30, 2005 and December 31, 2004, there
were 500,000 shares of $10.00 par value preferred stock authorized and unissued.
On October 18, 2001 the Board of Directors authorized the repurchase of up
to 5% of the Corporation's outstanding stock through purchases on the open
market, which was extended through October 28, 2005. During the years ended
December 31, 2004 and the six month period ended June 30, 2005 the Corporation
did not purchase any shares for the treasury.
STOCK OPTION PLAN - In July 2001, the shareholders of the Corporation authorized
the establishment of an Employee Stock Option Plan (the "Plan"). The Plan
provides for an award of options to purchase up to 200,000 common shares to
eligible employees. In 2002, the Corporation placed the Plan on inactive status
as it developed a new profit sharing plan for the Corporation's employees in
connection with the establishment of its SBIC subsidiary. As of June 30, 2005,
no stock options had been awarded under the Plan. Because Section 57(n) of the
1940 Act prohibits maintenance of a profit sharing plan for the officers and
employees of a BDC where any option, warrant or right is outstanding under an
executive compensation plan, no options will be granted under the Plan while any
profit sharing plan is in effect with respect to the Corporation.
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 our financial statements
and related notes included elsewhere in this report.
FORWARD LOOKING STATEMENTS
STATEMENTS INCLUDED IN THIS MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND ELSEWHERE IN THIS DOCUMENT
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, AND IN SECTION 21F OF THE SECURITIES EXCHANGE ACT OF 1934. ADDITIONAL
ORAL OR WRITTEN FORWARD-LOOKING STATEMENTS MAY BE MADE BY THE CORPORATION FROM
TIME TO TIME AND THOSE STATEMENTS MAY BE INCLUDED IN DOCUMENTS THAT ARE FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH FORWARD-LOOKING STATEMENTS
INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE RESULTS OR OUTCOMES TO DIFFER
MATERIALLY FROM THOSE EXPRESSED IN THE FORWARD-LOOKING STATEMENTS.
FORWARD-LOOKING STATEMENTS MAY INCLUDE, WITHOUT LIMITATION, STATEMENTS RELATING
TO THE CORPORATION'S PLANS, STRATEGIES, OBJECTIVES, EXPECTATIONS AND INTENTIONS
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 STATE OF THE NATIONAL ECONOMY AND THE LOCAL MARKETS
IN WHICH THE CORPORATION'S PORTFOLIO COMPANIES OPERATE, THE STATE OF THE
SECURITIES MARKETS IN WHICH THE SECURITIES OF THE CORPORATION'S PORTFOLIO
COMPANY TRADE OR COULD BE TRADED, LIQUIDITY WITHIN THE NATIONAL FINANCIAL
MARKETS, AND INFLATION. FORWARD-LOOKING STATEMENTS ARE ALSO SUBJECT TO THE RISKS
AND UNCERTAINTIES DESCRIBED UNDER THE CAPTION "RISK FACTORS AND OTHER
CONSIDERATIONS" BELOW.
OVERVIEW
The following discussion will include Rand Capital Corporation ("Rand"),
Rand Capital SBIC, L.P., (Rand SBIC), and Rand Capital Management, LLC ("Rand
Management"), (collectively, the "Corporation") financial position and results
of operations.
Rand is incorporated under the law of New York and is regulated under the
1940 Act as a business development company ("BDC"). In addition, a wholly-owned
subsidiary, Rand Capital SBIC, L.P. is operated as a small business investment
company (SBIC) that is regulated by the Small Business Administration ("SBA").
The Corporation anticipates that most, if not all, of its investments in the
next year will be originated through the SBIC subsidiary.
CRITICAL ACCOUNTING POLICIES
We prepare our financial statements in accordance with accounting
principles generally accepted in the United States of America (GAAP) which
requires the use of estimates and assumptions that affect the reported amounts
of assets and liabilities. For a summary of certain of our significant
accounting policies see Note 2 of the consolidated financial statements. A
summary of our critical accounting policies can be found in the December 31,
2004 Form 10-K in Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operations".
FINANCIAL CONDITION
Overview:
INCREASE % INCREASE
6/30/05 12/31/04 (DECREASE) (DECREASE)
----------- ----------- ----------- ----------
Total assets $14,176,070 $12,743,109 $ 1,432,961 11%
Total liabilities 5,216,476 3,716,055 1,500,421 40%
Net assets 8,959,594 9,027,054 (67,460) (1%)
The Corporation's financial condition is dependent on the success of its
portfolio holdings. It has invested a substantial portion of its assets in small
to medium sized private companies. The following summarizes the Corporation's
investment portfolio at the period-ends indicated.
JUNE 30, 2005 DECEMBER 31, 2004
------------- -----------------
Investments at cost $ 13,034,965 $ 11,621,853
Unrealized (depreciation), net (420,974) (586,047)
------------- -------------
Investments at fair value $ 12,613,991 $ 11,035,806
============= =============
The increase in investments is due to the effect of Rand SBIC's new
investments during the six months ended June 30, 2005 in the following portfolio
companies:
NEW INVESTMENTS AMOUNT
--------------- ----------
Concentrix Corporation (Concentrix) $ 600,000
Innov-X Systems, Inc. (Innov-X) 285,000
Kionix, Inc. (Kionix) 246,466
Ultra-Scan Corporation (Ultra-Scan) 200,000
APF Group, Inc. (APF) 94,594
G-Tec Natural Gas Systems (G-Tec) 25,000
----------
TOTAL OF INVESTMENT MADE DURING THE SIX MONTHS ENDED JUNE 30, 2005 $1,451,060
----------
Interest conversion:
Somerset Gas Transmission Company, LLC (Somerset) 19,097
----------
TOTAL OF NEW INVESTMENT AND INTEREST CONVERSIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 $1,470,157
==========
The unrealized depreciation increased in the three months ended June 30,
2005 by $172,107. See the section below labeled "Net Change in Unrealized
Appreciation/Depreciation of Investments" for an explanation of this change.
Net asset value per share (NAV) was $1.57/share at June 30, 2005 versus
$1.58/share at December 31, 2004.
The Corporation's total investments at fair value, whose fair value have
been estimated by the Board of Directors, approximated 141% of net assets at
June 30, 2005 and 122% of net assets at December 31, 2004.
RESULTS OF OPERATIONS
COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2005 TO THE SIX MONTHS ENDED JUNE
30, 2004
INVESTMENT INCOME
The Corporation's investment objective is to achieve long-term capital
appreciation on its equity investments while maintaining a current cash flow
from its debenture instruments. Therefore, the Corporation will invest in a
mixture of debenture and equity instruments, which will provide a current return
on a portion of the portfolio. The equity features contained in our investment
portfolio are structured to realize capital appreciation over the long-term and
may not necessarily generate current income in the form of dividends or
interest.
JUNE 30, JUNE 30, INCREASE %INCREASE
2005 2004 (DECREASE) (DECREASE)
-------- -------- ---------- ----------
Portfolio Interest Income $282,923 $322,522 ($39,599) (12.3%)
Other Interest Income 1,484 1,634 (150) (9.2%)
Dividend Income 29,704 32,507 (2,803) (8.6%)
Other Income 21,601 18,152 3,449 19.0%
-------- -------- -------- -----
Total Investment Income $335,712 $374,815 ($39,103) (10.4%)
======== ======== ======== =====
Portfolio Interest Income - Portfolio interest income decreased $39,599 in the
six months ended June 30, 2005 as compared to the same period in the prior year.
This is attributable to the fact that the Corporation ceased accruing interest
on two debt instruments for WineIsIt.com (Wineisit) in January of 2005 in
anticipation of a restructuring of the portfolio company's balance sheet. These
two notes are technically in default due to nonpayment of principal and
interest. The restructuring will include a debt conversion for which the
Corporation will convert its two outstanding debt instruments, and all interest
that would have been recognized from January 1, 2005 through the closing date,
to an equity instrument. The conversion is projected to occur in the third
quarter of 2005.
The current period decrease in portfolio income can also be attributed to
the fact that the portfolio income for the six months ended June 30, 2004
included seven months of interest on a Somerset debenture. This interest
amounted to $62,705 of income on a $900,000 convertible note from Somerset. This
note had stopped accruing interest in September 2003 because it was in default
and the Corporation had established a 100% reserve for the total accrued
interest of $122,914. In April 2004 Somerset became current on the note and the
Corporation, therefore, recognized all past due interest in the first quarter of
2004. The annualized effect of the interest received during June of 2005 from
the Corporations current portfolio companies is approximately $600,000. This
amount is subject to change due to conversions, repayments and or other changes
in the underlying instruments which may affect the actual interest accruals.
After reviewing the portfolio companies' performance and the circumstances
surrounding the investments the Corporation has ceased accruing interest income
on the following investment instruments:
Interest Investment Year that Interest
Company Rate Cost Accrual Ceased
- ------------ -------- ---------- ------------------
G-Tec 8% 325,000 2004
Vanguard 14% 270,000 2003
WineIsIt.com 10% 801,918 2005
Other Interest Income - The reduction is primarily due to the redeployment of
cash from idle cash money market accounts into investment instruments. This,
coupled with lower short term interest rates, accounted for the decrease in the
interest income from idle cash balances category.
Dividend Income - Dividend income is comprised of distributions from Limited
Liability Companies (LLC's) that the Corporation has invested in. The
Corporation's investment agreements with certain LLC companies require the
entities to distribute funds to the Corporation for payment of income taxes on
its allocable share of the entities' profits. These dividends will fluctuate
based upon the profitability of the entities and the timing of the
distributions. Dividend income for the six months ended June 30, 2005 consisted
of distributions from Topps Meat Company LLC (Topps) for $16,719, Carolina
Skiff, LLC (Carolina Skiff) for $11,811 and Vanguard Modular Building Systems
(Vanguard) for $1,174.
Dividend income for the six months ended June 30, 2004 was comprised of
distributions from Topps for $18,575, Carolina Skiff for $12,688 and Vanguard
$1,244.
Other Income - Other income consists of the revenue associated with the
amortization of financing fees charged to the portfolio companies upon
successful closing of Rand SBIC financing. The SBA regulations limit the amount
of fees that can be charged to a portfolio company and the Corporation typically
charges 1% to 3% to the portfolio concerns. These fees are amortized ratably
over the life of the instrument associated with the fees. The unamortized fees
are carried on the balance sheet under Deferred Revenue. The increase in other
income for the six months ended June 30, 2005 can be attributed to the fact that
the Corporation generated more investments through Rand SBIC in 2005 than in
2004, and therefore more closing fees were collected. The annualized financing
fee income based on the existing portfolio will be approximately $32,000
annually.
OPERATING EXPENSES
JUNE 30, 2005 JUNE 30, 2004 INCREASE % INCREASE
------------- ------------- -------- ----------
Total Expenses $581,319 $348,739 $232,580 66.7%
Operating expenses for the six months ended June 30, 2004 included
$122,914 in a bad debt recovery. Without the bad debt recovery, the increase in
total expenses for the six months ended June 30, 2005 compared to the same
period for 2004 would have been $109,666 or 23.3%.
Operating expenses predominately consist of employee compensation and
benefits, directors' fees, shareholder related costs, office expenses,
professional fees, expenses related to identifying and reviewing investment
opportunities, interest expense and bad debt expense (recovery). Absent the
effect of the bad debt recovery, the increase in operating expenses during the
six months ended June 30, 2005 can be primarily attributed to the increase in
SBA interest expense. The SBA interest expense was $114,734 for the six months
ended June 30, 2005 and $24,007 for the six months ended June 30, 2004. This
interest is paid on a semi-annual basis to the SBA and will continue increasing
as outstanding borrowings increase to fund future investments and operations.
NET REALIZED GAINS AND LOSSES ON INVESTMENTS
During the six months ended June 30, 2005, the Corporation did not realize
any gain or loss on investments. During the six months ended June 30, 2004 the
Corporation realized a
$32,956 gain on the sale of the remaining Advanced Digital Information
Corporation (ADIC) stock.
NET CHANGE IN UNREALIZED APPRECIATION/DEPRECIATION OF INVESTMENTS
The Corporation recorded a net change in unrealized appreciation
(depreciation) on investments of $165,074 during the six months ended June 30,
2005, as compared to $313,485 during the prior year six month period. The
increase in unrealized depreciation on investments of $165,074 is due primarily
to the Corporation's valuation change of:
Minrad International, Inc. (Minrad) $ 509,000
Kionix (284,477)
Somerset (50,349)
Photonics (9,100)
---------
Total Change in Unrealized Appreciation $ 165,074
=========
The Corporation recognized appreciation of $509,000 on its 667,981 shares
of Minrad to reflect its recent private offering of preferred stock that is
convertible into common at @2.00 per share. This information was obtained from
an 8-K filed by Minrad on June 14, 2005. Minrad is traded under the symbol
MNRD.OB and the closing price at June 30, 2005 was $3.05. The Corporation's
shares of Minrad are restricted in nature, and cannot be sold until December
2005.
Kionix was revalued during the quarter ended June 30, 2005 due to the fact
that the portfolio company failed to achieve certain performance milestones,
therefore changing the liquidation preferences of the Series A and B securities.
This caused the Corporation to reprice its shares in Kionix from $0.35/share to
$0.25/share.
Somerset was revalued based on a recent round of financing that caused the
price per membership unit to decrease. Photonics is a public stock (Nasdaq
symbol: PHPG.OB) and is marked to market at the end of each quarter.
All of these value adjustments were done in accordance with the
Corporation's established valuation policy.
NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
The Corporation accounts for its operations under accounting principles
generally accepted in the United States of America for investment companies. The
principal measure of its financial performance is "net increase (decrease) in
net assets from operations" on its consolidated statements of operations. For
the six months ended June 30, 2005, the net decrease in net assets from
operations was ($67,460) as compared to a net increase in net assets from
operations of $216,271 for the same six month period in 2004.
LIQUIDITY AND CAPITAL RESOURCES
The Corporation's principal objective is to achieve capital appreciation.
Therefore, a significant portion of the investment portfolio is structured to
maximize the potential for capital appreciation, and certain of the
Corporation's portfolio investments may be structured to provide little or no
current yield in the form of dividends or interest payments. The Corporation
does earn interest income on idle cash balances and has historically relied on,
and continues to rely to a large extent upon, proceeds from sales of investments
rather than investment income to defray a significant portion of its operating
expenses. Because such sales cannot be predicted with
certainty, the Corporation attempts to maintain adequate working capital
necessary for short-term needs.
As of June 30, 2005 and 2004, the Corporation's total liquidity,
consisting of cash and cash equivalents, was $318,049 and $1,101,176
respectively.
During 2003 and 2004 the Corporation paid an aggregate of $100,000 to the
SBA to reserve its approved $10,000,000 leverage. It had drawn down $5,000,000
of this leverage as of June 30, 2005. The remaining second tier of leverage is
guaranteed by the SBA to be available through September 30, 2008.
Management expects that it will be necessary to continue to draw down SBA
leverage in the current fiscal year in order to fund operations and new
investments. Net cash used in operating activities has averaged $479,000 over
the last three years and management anticipates this amount will continue at
similar levels. The cash flow may fluctuate based on possible expenses
associated with compliance with potential new regulatory rules. Management
believes that the cash and cash equivalents at June 30, 2005, coupled with the
anticipated additional SBIC leverage draw downs and interest and dividend
payments on its portfolio investments, will provide the Corporation with the
liquidity necessary to fund operations over the next twelve months.
RISK FACTORS AND OTHER CONSIDERATIONS
INVESTING IN THE CORPORATION'S STOCK IS HIGHLY SPECULATIVE AND AN INVESTOR COULD
LOSE SOME OR ALL OF THE AMOUNT INVESTED
The value of the Corporation's common stock may decline and may be
affected by numerous market conditions, which could result in the loss of some
or the entire amount invested in the Corporation's shares. The securities
markets frequently experience extreme price and volume fluctuations, which
affect market prices for securities of companies generally, and technology and
very small capitalization companies in particular. General economic conditions,
and general conditions in the Internet and information technology, life
sciences, material sciences and other high technology industries, will also
affect the Corporation's stock price.
INVESTING IN THE CORPORATION'S SHARES MAY BE INAPPROPRIATE FOR THE INVESTOR'S
RISK TOLERANCE
The Corporation's investments, in accordance with its investment objective
and principal strategies, result in a far above average amount of risk and
volatility and may well result in loss of principal. The Corporation's
investments in portfolio companies are highly speculative and aggressive and,
therefore, an investment in its shares may not be suitable for investors for
whom such risk is inappropriate.
COMPETITION
The Corporation faces competition in its investing activities from many
entities including other SBIC's, private venture capital funds, investment
affiliates of large companies, wealthy individuals and other domestic or foreign
investors. The competition is not limited to entities that operate in the same
geographical area as the Corporation. As a regulated BDC, the Corporation is
required to disclose quarterly and annually the name and business description of
portfolio companies and the value of its portfolio securities. Most of its
competitors are not subject to this disclosure requirement. The Corporation's
obligation to disclose this information could hinder its ability to invest in
certain portfolio companies. Additionally, other regulations, current and
future, may make the Corporation less attractive as a potential investor to a
given portfolio company than a private venture capital fund.
THE CORPORATION IS SUBJECT TO RISKS CREATED BY ITS REGULATED ENVIRONMENT
Rand and Rand SBIC are subject to regulation as BDC's, and Rand SBIC is
also subject to regulation as an SBIC. The loans and other investments that the
Corporation makes, or is expected to make, in small business concerns are
extremely speculative. Substantially all of these concerns are and will be
privately held. Even if a public market for their securities later develops, the
debt obligations and other securities purchased by the Corporation are likely to
be restricted from sale or other transfer for significant periods of time. These
securities will be very illiquid.
The Corporation's leverageable capital may include large amounts of debt
securities issued through the SBA, and all of the debentures will have fixed
interest rates. Until and unless the Corporation is able to invest substantially
all of the proceeds from debentures at annualized interest or other rates of
return that substantially exceed annualized interest rates that Rand SBIC must
pay the SBA, the Corporation's operating results may be adversely affected which
may, in turn, depress the market price of the Corporation's common stock.
THE CORPORATION IS DEPENDENT UPON KEY MANAGEMENT PERSONNEL FOR FUTURE SUCCESS
The Corporation is dependent for the selection, structuring, closing and
monitoring of its investments on the diligence and skill of its two senior
officers, Allen F. Grum and Daniel P. Penberthy. The future success of the
Corporation depends to a significant extent on the continued service and
coordination of its senior management team. The departure of either of its
executive officers could materially adversely affect the Corporation's ability
to implement its business strategy. The Corporation does not maintain key man
life insurance on any of its officers or employees.
INVESTMENT IN SMALL, PRIVATE COMPANIES
There are significant risks inherent in the venture capital business. The
Corporation typically invests in private companies. These private businesses
tend to be thinly capitalized, small companies that may have higher risk
attributes including risky technologies; lack of management depth; lack of
profitability; or short history of operations. Because of the speculative nature
and the lack of a public market for these investments, there is a significantly
greater risk of loss than is the case with traditional investment securities.
The Corporation expects that some of its venture capital investments may be a
complete loss, or unprofitable, and that some which appear to be likely to
become successful may never realize their potential due to numerous operational
and external market factors. In addition, the accrued interest (if any)
associated with the Corporation's portfolio investments may also become
uncollectible, due to both gradual shifts and sometimes sudden changes in the
marketplace, affecting the portfolio companies ability to execute on its
business plan. The Corporation has been risk seeking, rather than risk averse,
in its approach to venture capital and other investments. Neither the
Corporation's investments nor an investment in the Corporation is intended to
constitute a balanced investment program.
ILLIQUIDITY OF PORTFOLIO INVESTMENTS
Most of the investments of the Corporation are or will be either equity
securities acquired directly from small companies, or below investment grade
subordinated debt securities. The Corporation's portfolio of equity securities
is and will usually be subject to restrictions on resale or otherwise has no
established trading market. The illiquidity of most of the Corporation's
portfolio may adversely affect the ability of the Corporation to dispose of such
securities at times when it may be advantageous to liquidate such investments.
Even if the Corporation's portfolio companies are able to develop
commercially viable products, the market for new products and services is highly
competitive and rapidly changing. Commercial success is difficult to predict and
the marketing efforts of the portfolio companies may not be successful.
VALUATION OF PORTFOLIO INVESTMENTS
There is typically no public market for equity securities of the small
privately held companies in which the Corporation invests. As a result, the
valuation of the equity securities in the portfolio are stated at fair value as
determined by the good faith estimate of the Board of Directors in accordance
with the Corporation's established valuation policies. In the absence of a
readily ascertainable market value, the estimated value of the portfolio of
securities may differ significantly, favorably or unfavorably, from the values
that would be placed on the portfolio if a ready market for the equity
securities existed. Any changes in valuation are recorded in the Corporation's
consolidated Statement of Operations as "Net decrease (increase) in unrealized
depreciation."
FLUCTUATIONS OF QUARTERLY RESULTS
The Corporation's quarterly operating results could fluctuate as a result
of a number of factors. These factors include, among others, variations in and
the timing of the recognition of realized and unrealized gains or losses, the
degree to which portfolio companies encounter competition in their markets and
general economic conditions. As a result of these factors, results for any one
quarter should not be relied upon as being indicative of performance in future
quarters.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Corporation's investment activities contain elements of risk. The
portion of the Corporation's investment portfolio consisting of equity and
equity-linked debt securities in private companies is subject to valuation risk.
Because there is typically no public market for the equity and equity-linked
debt securities in which it invests, the valuation of the equity interests in
the portfolio is stated at "fair value" as determined in good faith by the Board
of Directors in accordance with the Corporation's investment valuation policy.
(The discussion of valuation policy contained in Item 1 "Financial Statements"
in the "Notes to Schedule of Portfolio Investments" and is hereby incorporated
herein by reference.) In the absence of a readily ascertainable market value,
the estimated value of the Corporation's portfolio may differ significantly from
the values that would be placed on the portfolio if a ready market for the
investments existed. Any changes in valuation are recorded in the Corporation's
consolidated Statement of Operations as "Net decrease (increase) in unrealized
depreciation."
At times, a portion of the Corporation's portfolio may include marketable
securities traded in the over-the-counter market. In addition, there may be a
portion of the Corporation's 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 the
markets to trade in an orderly fashion, the Corporation may not be able to
realize the fair value of its marketable investments or other investments in a
timely manner.
As of June 30, 2005 the Corporation did not have any off-balance sheet
investments or hedging investments.
ITEM 4. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. Our management, with the
participation of our principal executive officer and principal financial
officer, has evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), as of the end of the
period covered by this Quarterly Report on Form 10-Q. Based on such evaluation,
our principal executive officer and principal financial officer have concluded
that as of such date, our disclosure controls and procedures were designed to
ensure that information required to be disclosed by us in reports that we file
or submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in applicable SEC rules and forms and were
effective.
Changes in Internal Control Over Financial Reporting. There was no change
in the Corporation's internal control over financial reporting identified in
connection with the evaluation required by paragraph (d) of Rule 13a-15 or
15d-15 under the Securities Exchange Act of 1934 that occurred during the
Corporation's last fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Corporation's internal control over financial
reporting
PART II.
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders of Rand Capital Corporation,
Buffalo, New York, on the 28th day of April, 2005, the following represents the
results of balloting:
ELECTION OF DIRECTORS: The following nominees received the number of votes set
opposite their respective names:
VOTES FOR VOTES WITHHELD
--------- --------------
Allen F. Grum 4,931,622 45,035
Luiz F. Kahl 4,931,422 45,235
Erland E. Kailbourne 4,930,222 46,435
Ross B. Kenzie 4,929,644 47,013
Willis S. McLeese 4,931,422 45,235
Reginald B. Newman II 4,931,422 45,235
Jayne K. Rand 4,931,622 45,035
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
(a) 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)(i) Certificate of Incorporation of the Corporation,
incorporated by reference to Exhibit (a)(1) of Form N-2
filed with the Securities Exchange Commission on April 22,
1997.
(3)(ii) By-laws of the Corporation incorporated by reference to
Exhibit (b) of Form N-2 filed with the Securities Exchange
Commission on April 22, 1997.
(4) Specimen certificate of common stock certificate,
incorporated by reference to Exhibit (b) of Form N-2 filed
with the Securities Exchange Commission on April 22, 1997.
(10.1) Employee Stock Option Plan - incorporated by reference to
Appendix B to the Corporation's definitive Proxy Statement
filed on June 1, 2002.*
(10.3) Agreement of Limited Partnership for Rand Capital SBIC, L.P.
- incorporated by reference to Exhibit 10.3 to the
Corporation's Form 10-K filed for the year ended December
31, 2001.
(10.4) Certificate of Limited Partnership of Rand Capital SBIC,
L.P. - incorporated by reference to Exhibit 10.4 to the
Corporation's Form 10-K filed for the year ended December
31, 2001.
(10.5) Limited Liability Corporation Agreement of Rand Capital
Management, LLC - incorporated by reference to Exhibit 10.5
to the Corporation's Form 10-K Report filed for the year
ended December 31, 2001.
(10.6) Certificate of Formation of Rand Capital Management, LLC -
incorporated by reference to Exhibit 10.6 to the
Corporation's Form 10-K Report filed for the year ended
December 31, 2001.
(10.7) N/A
(10.8) Profit Sharing Plan - incorporated by reference to Exhibit
10.8 to the Corporation's Form 10-K Report filed for the
year ended December 31, 2002.*
(21) Subsidiaries of the Corporation - incorporated by reference
to Exhibit 21 to the Corporation's Form 10-K Report filed
for the of Chief Executive Officer Pursuant to Rules
13a-14(a)/15d- year ended December 31, 2001.
(31.1) Certification of the Chief Executive Officer Pursuant to
Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act
of 1934, as amended, filed herewith
(31.2) Certification of Chief Financial Officer Pursuant to Rules
13a-14(a)/15d-14(a) under the Securities Exchange Act of
1934, as amended, filed herewith
(32.1) Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 - Rand Capital Corporation - filed herewith
(32.2) Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 - Rand Capital SBIC, L.P. - filed herewith
*Management contract or compensatory plan.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT
OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT ON FORM 10-Q TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
Dated: August 4, 2005
RAND CAPITAL CORPORATION
By: /s/ Allen F. Grum
------------------------------
Allen F. Grum, President
By: /s/ Daniel P. Penberthy
------------------------------
Daniel P. Penberthy, Treasurer
RAND CAPITAL SBIC, L.P.
By: RAND CAPITAL MANAGEMENT LLC
General Partner
By: RAND CAPITAL CORPORATION
Member
By: /s/ Allen F. Grum
-----------------------------
Allen F. Grum, President
By: /s/ Daniel P. Penberthy
-----------------------------
Daniel P. Penberthy, Treasurer