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3rd Quarter Report
October 19, 2000
Dear Shareholders:
We ended the quarter with our net asset value unchanged from the previous quarter at $1.51.
In August, Ultra-Scan formed a strategic alliance with Science Applications International Corporation (SAIC) in which SAIC will offer Ultra-Scan’s automated personal identification systems for live scan fingerprint applications. SAIC is the nation’s largest employee-owned research and engineering firm. SAIC’s $2,000,000 investment in Ultra-Scan was made through its venture capital affiliate and was priced at $15 per share. Rand has a long history with Ultra-Scan, having made its first investment in the company in 1992. In conjunction with SAIC’s investment, Rand converted its Note with Ultra-Scan to common stock and now owns 4% of Ultra-Scan, or 49,290 shares. Consistent with our valuation policy, we are valuing our investment at $7.50-per share due to the strategic nature of SAIC’s investment.
We have revalued our holdings in ARIA-GLB Wireless Systems, Inc. to reflect changes in the price of their stock and also in Hammertime Kitchen and Bath Works, Inc., which has ceased operations. We have adjusted our valuations to reflect these events and to reflect the various guarantees associated with the Hammertime investment. These valuation changes in ARIA and Hammertime represented less than 3% of Rand’s net assets.
While many of our portfolio companies are hitting key business milestones, we remain especially pleased with the progress of Pathlight Technology, Inc. and Fertility Acoustics, Inc. Both of these companies have made substantial progress in the execution of their business plan. We are hopeful of sharing more of their successes during the upcoming quarters.
Thank you for your continued support and interest in Rand.
Allen F. Grum
President's Letter
| Company and Business | Type of Investment | Date Acquired | Cost | 9/30/00 Value | Per share of Rand | 6/30/00 Value | Per share of Rand | |
| American Tactile Corporation Medina, NY. Develops equipment and systems to produce signage. www.americantactile.com | Convertible Debentures at 8% due June 2000 and April 2001 with detachable warrants | 6/23/95 | 150,000 | 50,000 | 0.01 | 50,000 | 0.01 | |
| ARIA Wireless Systems, Inc. (OTC:AWSI)* Buffalo, NY. Markets wireless radio transmission communication equipment. www.aria-glb.com | Common Stock - 488,000 shares $105,840 Demand Notes at 15% | 5/23/97 | 543,840 | 227,840 | 0.04 | 349,840 | 0.06 | |
| BNKR, Inc. Bloomfield, MN. Provides turn-key solutions for on-line community banking. www.bnkr.com | Series A Convertible Preferred Stock - 200,000 shares Cumulative Dividend $0.08 per share per annum | 5/30/00 | 200,000 | 200,000 | 0.03 | 200,000 | 0.03 | |
| BioWorks, Inc. Geneva, NY. Develops and manufactures biological alternative to chemical pesticides. www.bioworksbiocontrol.com | Series A Convertible Preferred Stock - 32,000 shares | 11/6/95 | 56,000 | 56,000 | 0.01 | 56,000 | 0.01 | |
| Clearview Cable TV, Inc. New Providence, NJ. Cable television operator. | Common Stock - 400 shares | 2/23/96 | 55,541 | 55,541 | 0.01 | 55,541 | 0.01 | |
| Contract Staffing Buffalo, NY. PEO providing human resource administration for small businesses. www.contract-staffing.com | Series A 8% Cumulative Preferred Stock - 10,000 shares | 11/8/99 | 100,000 | 100,000 | 0.02 | 100,000 | 0.02 | |
| DataView, LLC Mt. Kisco, NY. Designs, develops and markets browser based software for investment professionals. www.marketgauge.com | 5.5% Membership Interest | 10/1/98 | 310,357 | 343,357 | 0.06 | 343,357 | 0.06 | |
| Fertility Acoustics, Inc. Buffalo, NY. Developer of proprietary methods to diagnose onset of ovulation. | Common Stock - 848,736 Shares | 10/1/97 | 87,440 | 1,167,012 | 0.20 | 1,167,012 | 0.20 | |
| G-TEC Natural Gas Systems Buffalo, NY. Manufactures and distributes systems that allow natural gas to be used as an alternative fuel to gases. www.gas-tec.com. | 41.67% Class A Membership Interest 8% Cumulative Dividend | 8/31/99 | 300,000 | 300,000 | 0.05 | 300,000 | 0.05 | |
| Hammertime Kitchen & Bath Works, Inc. Clarence, NY. Exclusive Sears licensed installer of kitchens and baths. | Convertible Preferred Stock - 1,000 Shares Senior Subordinated Note at 12% due October 2000 Promissory Note at 15%, due August 1999 | 10/1/98 | 300,000 | 175,000 | 0.03 | 300,000 | 0.05 | |
| HCI Systems Kennebunk, ME. Facilities management software solution. www.hcisystems.com | Series B Preferred Stock - 67,000 Shares 5% Cumulative Dividend | 12/15/99 | 100,500 | 100,500 | 0.02 | 100,500 | 0.02 | |
| MemberWare Technologies, Inc. Pittsford, NY. Internet company engaged in web related consulting services. www.memberware.com | Promissory Note at Prime Rate + 4.5% due September 2004. Common Stock - 40,000 Shares 34,000 warrants for shares of stock | 9/16/99 | 100,000 | 150,000 | 0.03 | 150,000 | 0.03 | |
| MINRAD, Inc. Buffalo, NY. Developer of laser guided surgical devices. Merged with BioVector, Inc. December 1999. | 595,506 Common Shares. 53,628 Preferred Shares | 8/4/97 | 874,030 | 1,111,000 | 0.19 | 1,111,000 | 0.19 | |
| Pathlight Technology, Inc. Ithaca, NY. Develops SAN technology for computer industry. www.pathlight.com | Class A Series Convertible Preferred Stock - 200,000 shares with 6% cumulative dividend. Preferred Class B - 117,187 shares Class C Preferred Stock - 214,285 Shares 67,578 warrants for shares of stock | 10/7/97 | 1,174,998 | 2,012,922 | 0.35 | 2,012,922 | 0.35 | |
| Platform Technology Holdings, LLC Charlottesville, VA. Provides sales support and management for unique medical businesses. | Two units with option for two additional units | 9/24/97 | 8,045 | 60,000 | 0.01 | 60,000 | 0.01 | |
| TSS-Transnet Milton, Ontario. Canadian and U.S. trucking and logistics company. | Series A Preference Stock - 250 shares 12% Quarterly Dividend 250 warrants for common stock | 6/1/00 | 250,000 | 250,000 | 0.04 | 250,000 | 0.04 | |
| Ultra-Scan Corporation Amherst, NY. Ultrasonic finger print technology. www.ultra-scan.com | Common Shares - 49,290 | 12/11/92 | 302,586 | 369,675 | 0.06 | |||
| UStec, Inc. Victor, NY. Manufacturers and markets digital wiring systems for residential new home construction. www.ustecnet. com | Promissory Note at 12% due December 2003 50,000 common shares 2,500 warrants for common shares | 12/17/98 | 100,500 | 150,000 | 0.03 | 150,000 | 0.03 | |
| Vanguard Modular Building Systems Philadelphia, PA. Leases and sells high-end modular space solutions. www.vanguardmodular.com | Preferred Units - 2,673 Units with Warrants | 12/16/99 | 270,000 | 270,000 | 0.05 | 270,000 | 0.05 | |
| Preferred Stock Portfolio* ^ Merrill Lynch (MER-F), Motorola (MOT-A) Citicorp (CIH-A), Texaco (TXC-A) | Merrill Lynch - 11,000 shares; Motorola - 9,000 shares; Citicorp - 9,000 shares; Texaco - 11,000 shares | 7/15/99 | 952,923 | 879,313 | 0.15 | 951,460 | 0.17 | |
| Other Investments | Other | 863,997 | 236 | 0.04 | 25,163 | 0.01 | ||
| Total portfolio investments | 6,831,171 | 8,028,396 | 1.40 | 8,002,795 | 1.40 | |||
| Cash and Cash equivalents | 80,041 | 0.01 | 51,154 | 0.01 | ||||
| Net receivables(payables) | 124,389 | 0.02 | 114,871 | 0.02 | ||||
| Net Assets before Taxes | 8,232,826 | 1.43 | 8,168,820 | 1.43 | ||||
| Tax provision (benefit) | (471,880) | (0.08) | (471,880) | (0.08) | ||||
| Net Assets | 8,704,706 | 8,640,700 | ||||||
| Net Asset Value per Share (5,723,034 shares outstanding at June 30, 2000 and 5,748,034 shares outstanding at September 30, 2000) | 1.51 | 1.51 | ||||||
* Publicly owned company ^ Unrestricted securities
Note: Restricted securities, including securities of publicly-owned 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 may reasonably expect to receive for portfolio securities if such 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. 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.
Results from Annual Shareholders Meeting Held April 13, 2000
(1) Board of Directors Elections
Reginald B. Newman II Chairman of the Board
Allen F. Grum
a,c Luiz F. Kahl
g. Erland E. Kailbourne
c,g Ross B. Kenzie
a. Willis S. McLeese
a,c,g Jayne K. Rand
a - Member of audit committee c - Member of compensation committee
g - Member of governance committee
| Officers | Title | |
| Allen F. Grum Daniel P. Penberthy |
President/CEO Chief Financial Officer |
pgrum@randcap.com dpenberthy@randcap.com |
| Corporate Data | Stock Listing Transfer Agent and Registrar General Counsel Independent Accountants Number of Shareholders |
NASDAQ SmallCap Market-symbol RAND Continental Stock Transfer & Trust Company/ www.continentalstock.com Hodgson, Russ, Andrews, Woods & Goodyear, LLP Deloitte & Touche LLP 823 (as of March 6, 2000) |
Rand is actively seeking business opportunities for investment consideration.
If you are aware of those businesses that may need Rand's support and
assistance, please feel free to contact us.
Rand Capital Corporation
2200 Rand Building
Buffalo, NY 14203
Tel: 716-853-0802
Fax: 716-854-8480
www.randcapital.com