UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
For the Transition Period from _____ to _______
Commission File Number:
(Exact Name of Registrant as specified in its Charter)
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(State or Other Jurisdiction of Incorporation or Organization) |
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(Address of Principal executive offices) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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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.
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).
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 |
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Accelerated filer |
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Smaller reporting company |
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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 August 4, 2023, there were
RAND CAPITAL CORPORATION
TABLE OF CONTENTS FOR FORM 10-Q
Item 1. |
1 |
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Consolidated Statements of Financial Position as of June 30, 2023 (Unaudited) and December 31, 2022 |
1 |
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2 |
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3 |
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Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (Unaudited) |
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Consolidated Schedule of Portfolio Investments as of June 30, 2023 (Unaudited) |
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Consolidated Schedule of Portfolio Investments as of December 31, 2022 |
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21 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
35 |
Item 3. |
45 |
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Item 4. |
46 |
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Item 1. |
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Item 1A. |
47 |
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Item 2. |
47 |
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Item 3. |
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Item 4. |
47 |
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Item 5. |
47 |
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Item 6. |
48 |
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements and Supplementary Data
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
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June 30, |
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December 31, |
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ASSETS |
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Investments at fair value: |
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Control investments (cost of $ |
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$ |
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$ |
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Affiliate investments (cost of $ |
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Non-Control/Non-Affiliate investments (cost of $ |
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Total investments, at fair value (cost of $ |
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Cash |
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Interest receivable |
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Prepaid income taxes |
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— |
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Deferred tax asset |
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Other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (NET ASSETS) |
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Liabilities: |
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Due to investment adviser |
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$ |
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$ |
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Accounts payable and accrued expenses |
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Income taxes payable |
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— |
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Line of credit (see Note 6) |
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Capital gains incentive fees |
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Deferred revenue |
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Total liabilities |
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Stockholders’ equity (net assets): |
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Common stock, $ |
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Capital in excess of par value |
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Treasury stock, at cost: |
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Total distributable earnings |
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Total stockholders’ equity (net assets) (per share –6/30/23: $ |
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Total liabilities and stockholders’ equity (net assets) |
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$ |
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$ |
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See accompanying notes
1
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three months ended |
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Three months ended |
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Six months ended |
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Six months ended |
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Investment income: |
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Interest from portfolio companies: |
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Control investments |
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$ |
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$ |
— |
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$ |
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$ |
— |
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Affiliate investments |
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Non-Control/Non-Affiliate investments |
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Total interest from portfolio companies |
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Interest from other investments: |
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Non-Control/Non-Affiliate investments |
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Total interest from other investments |
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Dividend and other investment income: |
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Affiliate investments |
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Non-Control/Non-Affiliate investments |
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Total dividend and other investment income |
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Fee income: |
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Control investments |
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— |
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— |
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Affiliate investments |
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Non-Control/Non-Affiliate investments |
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Total fee income |
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Total investment income |
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Expenses: |
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Base management fee (see Note 8) |
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Capital gains incentive fees (see Note 8) |
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( |
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( |
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Interest expense |
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— |
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— |
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Professional fees |
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Stockholders and office operating |
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Directors' fees |
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Administrative fees |
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— |
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— |
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Insurance |
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Corporate development |
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Other operating |
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— |
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Total expenses |
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( |
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Net investment income before income taxes: |
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Income taxes, including excise tax expense |
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Net investment income |
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Net realized gain on sales and dispositions of investments: |
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Affiliate investments |
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Non-Control/Non-Affiliate investments |
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Net realized gain on sales and dispositions of investments, before income taxes |
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Income tax expense |
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— |
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— |
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Net realized gain on sales and dispositions of investments |
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Net change in unrealized appreciation/depreciation on |
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Affiliate investments |
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( |
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( |
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Non-Control/Non-Affiliate investments |
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( |
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( |
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( |
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Change in unrealized appreciation/depreciation before income taxes |
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( |
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( |
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( |
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Deferred income tax benefit |
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( |
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— |
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( |
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Net change in unrealized appreciation/depreciation on investments |
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( |
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( | ) |
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( | ) |
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Net realized and unrealized gain (loss) on investments |
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( |
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( |
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Net increase (decrease) in net assets from operations |
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$ |
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$ |
( |
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$ |
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$ |
( |
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Weighted average shares outstanding |
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Basic and diluted net increase (decrease) in net assets from |
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$ |
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$ |
( |
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$ |
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$ |
( |
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See accompanying notes
2
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)
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Three months ended |
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Three months ended |
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Six months ended |
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Six months ended |
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Net assets at beginning of period |
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$ |
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$ |
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$ |
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$ |
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Net investment income |
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Net realized gain on sales and dispositions of investments |
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Net change in unrealized appreciation/depreciation on investments |
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( |
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( |
) |
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( |
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Net increase (decrease) in net assets from operations |
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( |
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( |
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Declaration of dividend |
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( |
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( |
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( |
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( |
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Net assets at end of period |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes
3
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Six months ended |
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Six months ended |
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Cash flows from operating activities: |
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Net increase (decrease) in net assets from operations |
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$ |
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$ |
( |
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Adjustments to reconcile net increase (decrease) in net assets to net cash |
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Investments in portfolio companies |
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( |
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Proceeds from sale of portfolio investments |
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Proceeds from loan repayments |
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Net realized gain on sales and dispositions of portfolio investments |
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( |
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( |
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Change in unrealized (appreciation) depreciation on investments |
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( |
) |
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Deferred income tax benefit |
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( |
) |
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( |
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Amortization |
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— |
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Original issue discount amortization |
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( |
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( |
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Non-cash conversion of debenture interest |
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( |
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( |
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Changes in operating assets and liabilities: |
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Decrease (increase) in interest receivable |
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( |
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Increase in other assets |
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( |
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( |
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Decrease in prepaid income taxes |
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Increase in income taxes payable |
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— |
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Increase in accounts payable and accrued expenses |
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Decrease in due to investment adviser |
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( |
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( |
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Increase (decrease) in capital gains incentive fees payable |
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( |
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Increase (decrease) in deferred revenue |
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( |
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Total adjustments |
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( |
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Net cash provided by operating activities |
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Cash flows from financing activities: |
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Proceeds from line of credit |
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— |
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Payment of cash dividend |
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( |
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( |
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Net cash provided by (used in) financing activities |
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( |
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Net increase in cash |
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Cash: |
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Beginning of period |
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End of period |
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$ |
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$ |
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See accompanying notes
4
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
June 30, 2023
(Unaudited)
Company, Geographic Location, Business Description, (Industry) and Website |
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(a) |
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(b) |
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(c) |
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Cost |
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(d)(f) |
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Percent of Net Assets |
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Non-Control/Non-Affiliate Investments – |
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ACV Auctions, Inc. (e)(n) |
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< |
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$ |
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$ |
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Buffalo, NY. Live mobile wholesale auctions for new and used car dealers. (Software) |
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www.acvauctions.com |
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Ares Capital Corporation (n) |
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< |
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Barings BDC, Inc. (n) |
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< |
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Caitec, Inc. (l) |
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$ |
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www.caitec.com |
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$ |
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Total Caitec |
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Carlyle Secured Lending Inc. (n) |
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< |
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FS KKR Capital Corp. (n) |
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< |
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GoNoodle, Inc. (l) |
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$ |
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< |
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software providing core aligned physical |
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Warrant for |
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activity breaks. (Software) |
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Warrant for |
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www.gonoodle.com |
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Total GoNoodle |
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HDI Acquisition LLC (Hilton Displays) (h) (l) |
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$ |
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and maintenance of signage and brands. (Manufacturing) |
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www.hiltondisplays.com |
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Lumious (Tech 2000, Inc.) |
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$ |
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training. (Software) |
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www.t2000inc.com |
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Mattison Avenue Holdings LLC (l) |
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$ |
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www.mattisonsalonsuites.com |
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See accompanying notes
5
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
June 30, 2023 (Continued)
(Unaudited)
Company, Geographic Location, Business Description, (Industry) and Website |
|
(a) |
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(b) |
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(c) |
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Cost |
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(d)(f) |
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Percent of Net Assets |
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Nailbiter, Inc. |
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$ |
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< |
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www.nailbiter.com |
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Warrants for Preferred Stock. |
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— |
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— |
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Total Nailbiter |
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(i) Interest Receivable $ |
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OnCore Golf Technology, Inc. (e) |
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|
||||||
Open Exchange, Inc. (e) |
|
|
|
|
|
|
|
|
|
|
||||||
Lincoln, MA. Online presentation and training |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
software. (Software) |
|
Total Open Exchange |
|
|
|
|
|
|
|
|
|
|
|
|
||
www.openexc.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
PennantPark Investment Corporation (n) |
|
|
|
< |
|
|
|
|
|
|
|
|||||
PostProcess Technologies, Inc. (e) |
|
|
|
< |
|
|
|
|
|
|
|
|||||
Rheonix, Inc. (e) |
|
|
|
|
|
— |
|
|
|
— |
|
|
||||
Ithaca, NY. Developer of fully automated |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
microfluidic based molecular assay and |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
||
diagnostic testing devices. (Health Care) |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
www.rheonix.com |
|
Total Rheonix |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
Subtotal Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||
Affiliate Investments – |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Applied Image, Inc. |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
imaged optical components and calibration |
|
Warrant for |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
standards for a wide range of industries and |
|
Total Applied Image |
|
|
|
|
|
|
|
|
|
|
|
|
||
applications. (Manufacturing) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
BMP Food Service Supply Holdco, LLC (h)(m) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
Salt Lake City, UT. Provides design, |
|
|
|
|
|
|
|
|
|
|
|
|
||||
distribution, and installation services for |
|
Total BMP Food Service Supply |
|
|
|
|
|
|
|
|
|
|
|
|
||
commercial kitchen renovations and new builds. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
BMP Swanson Holdco, LLC (l) (m) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
variety of fire protection systems. |
|
Preferred Membership Interest for |
|
|
|
|
|
|
|
|
|
|
|
|||
(Professional Services) |
|
Total BMP Swanson |
|
|
|
|
|
|
|
|
|
|
|
|
||
www.swansonfire.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
See accompanying notes
6
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
June 30, 2023 (Continued)
(Unaudited)
Company, Geographic Location, Business Description, (Industry) and Website |
|
(a) |
|
(b) |
|
(c) |
|
Cost |
|
|
(d)(f) |
|
|
Percent of Net Assets |
||
Carolina Skiff LLC (m) |
|
|
|
|
|
|
|
|
|
|
||||||
and pleasure boats. (Manufacturing) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Filterworks Acquisition USA, LLC DBA Autotality (l)(m) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
(Automotive) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
www.autotality.com |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Total Filterworks |
|
|
|
|
|
|
|
|
|
|
|
|
||
Inter-National Electronic Alloys LLC (l)(m) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
expansion alloys, electronic grade nickels, |
|
|
|
|
|
|
|
|
|
|
|
|
||||
refractory grade metals and alloys, and soft |
|
Total INEA |
|
|
|
|
|
|
|
|
|
|
|
|
||
magnetic alloys. (Distribution) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Knoa Software, Inc. |
|
|
|
|
|
|
|
|
— |
|
|
|||||
New York, NY. End user experience |
|
|
|
|
|
|
|
|
|
|
|
|
||||
management and performance (EMP) solutions |
|
Total Knoa |
|
|
|
|
|
|
|
|
|
|
|
|
||
utilizing enterprise applications. (Software) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
www.knoa.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Mezmeriz, Inc. (e) |
|
|
|
|
|
|
|
|
— |
|
|
|||||
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) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
pressure monitoring systems consisting |
|
Warrant for |
|
|
|
|
|
|
|
|
|
|
|
|||
of a suite of proprietary hardware |
|
Total Pressure Pro |
|
|
|
|
|
|
|
|
|
|
|
|
||
and software. (Manufacturing) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
www.pressurepro.us |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
SciAps, Inc. |
|
|
|
|
|
|
|
|
|
|
||||||
Woburn, MA. Instrumentation company |
|
|
|
|
|
|
|
|
|
|
|
|
||||
producing portable analytical devices using |
|
|
|
|
|
|
|
|
|
|
|
|
||||
XRF, LIBS and RAMAN spectroscopy to |
|
|
|
|
|
|
|
|
|
|
|
|
||||
identify compounds, minerals, and elements. |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Manufacturing) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
www.sciaps.com |
|
Warrant to purchase Series D-1 Preferred. |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Total SciAps |
|
|
|
|
|
|
|
|
|
|
|
|
||
Seybert’s Billiards Corporation (l) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
(Consumer Product) |
|
Warrant for |
|
|
|
|
|
|
|
|
|
|
|
|||
www.seyberts.com |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Warrant for |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Total Seybert’s |
|
|
|
|
|
|
|
|
|
|
|
|
||
See accompanying notes
7
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
June 30, 2023 (Continued)
(Unaudited)
Company, Geographic Location, Business Description, (Industry) and Website |
|
(a) |
|
(b) |
|
(c) |
|
Cost |
|
|
(d)(f) |
|
|
Percent of Net Assets |
||
Tilson Technology Management, Inc. |
|
* |
|
|
|
|
|
|
|
|
|
|||||
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) |
|
Total Tilson |
|
|
|
|
|
|
|
|
|
|
|
|
||
www.tilsontech.com |
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
||
Subtotal Affiliate Investments |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||
Control Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
ITA Acquisition, LLC (l)(m) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
www.itawindownfashions.com |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
|
|
Total ITA |
|
|
|
|
|
|
|
|
|
|
|
|
||
Subtotal Control Investments |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||
TOTAL INVESTMENTS – |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||
LIABILITIES IN EXCESS OF OTHER ASSETS - ( |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
NET ASSETS – |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
||
See accompanying notes
8
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
June 30, 2023 (Continued)
(Unaudited)
Notes to the Consolidated Schedule of Portfolio Investments
9
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
June 30, 2023 (Continued)
(Unaudited)
Investments in and Advances to Affiliates
Company |
|
Type of Investment |
|
January 1, 2023, Fair Value |
|
|
Net Change in Unrealized Appreciation (Depreciation) |
|
|
Gross Additions |
|
|
Gross Reductions |
|
|
June 30, 2023, Fair Value |
|
|
Net Realized Gains (Losses) |
|
|
Amount of Interest/ |
|
|||||||
Control Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
ITA Acquisition, LLC |
|
$ |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||
|
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
Total ITA |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
Total Control Investments |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||
Affiliate Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Applied Image, Inc. |
|
$ |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
|
|
Warrant for |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Total Applied Image |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
BMP Food Service Supply Holdco, LLC |
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
||||
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
Total FSS |
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
||||
BMP Swanson Holdco, LLC |
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
Preferred Membership Interest for |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
|
|
Total BMP Swanson |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Carolina Skiff LLC |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
DSD Operating, LLC |
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|||
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
||||
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
Total DSD |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
||||
Filterworks Acquisition USA, LLC |
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
Total Filterworks |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Inter-National Electronic Alloys LLC |
|
$ |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
Total INEA |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Knoa Software, Inc. |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
Total Knoa |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Mezmeriz, Inc. |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Microcision LLC |
|
Membership Interest Purchase Warrant for |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
Pressure Pro, Inc. |
|
$ |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
|
|
Warrant for |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
|
|
Total Pressure Pro |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
See accompanying notes
10
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
June 30, 2023 (Continued)
(Unaudited)
Company |
|
Type of Investment |
|
January 1, 2023, Fair Value |
|
|
Net Change in Unrealized Appreciation (Depreciation) |
|
|
Gross Additions |
|
|
Gross Reductions |
|
|
June 30, 2023, Fair Value |
|
|
Net Realized Gains (Losses) |
|
|
Amount of Interest/ |
|
|||||||
SciAps, Inc. |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
Warrant to purchase Series D-1 Preferred. |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
|
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
Total SciAps |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Seybert’s Billiards Corporation |
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
Warrant for |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
|
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
Warrant for |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
Total Seybert’s |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Tilson Technology |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Management, Inc. |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
Total Tilson |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
Total Affiliate Investments |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
Total Control and Affiliate Investments |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||||
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.
See accompanying notes
11
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
June 30, 2023 (Continued)
(Unaudited)
Industry Classification |
|
Percentage of Total Investments (at fair value) as of June 30, 2023 |
|
|
Professional Services |
|
|
% |
|
Manufacturing |
|
|
|
|
Consumer Product |
|
|
|
|
Software |
|
|
|
|
Distribution |
|
|
|
|
BDC Investment Funds |
|
|
|
|
Automotive |
|
|
|
|
Total Investments |
|
|
% |
|
See accompanying notes
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 – |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
ACV Auctions, Inc. (e)(n) |
|
|
|
< |
|
$ |
|
|
$ |
|
|
|||||
Buffalo, NY. Live mobile wholesale auctions for new and used car dealers. (Software) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
www.acvauctions.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Ares Capital Corporation (n) |
|
|
|
< |
|
|
|
|
|
|
|
|||||
Barings BDC, Inc. (n) |
|
|
|
< |
|
|
|
|
|
|
|
|||||
Caitec, Inc. (l) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
www.caitec.com |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Total Caitec |
|
|
|
|
|
|
|
|
|
|
|
|
||
Carlyle Secured Lending Inc. (formerly TCG BDC, Inc.) (n) |
|
|
|
< |
|
|
|
|
|
|
|
|||||
FS KKR Capital Corp. (n) |
|
|
|
< |
|
|
|
|
|
|
|
|||||
GoNoodle, Inc. (h) (l) |
|
$ |
|
|
< |
|
|
|
|
|
|
|
||||
software providing core aligned physical |
|
Warrant for |
|
|
|
|
|
|
|
|
|
|
|
|||
activity breaks. (Software) |
|
Warrant for |
|
|
|
|
|
|
|
|
|
|
|
|||
www.gonoodle.com |
|
Total GoNoodle |
|
|
|
|
|
|
|
|
|
|
|
|
||
HDI Acquisition LLC (Hilton Displays) (l) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
and maintenance of signage and brands. (Manufacturing) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
www.hiltondisplays.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Lumious (Tech 2000, Inc.) (h) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
training. (Software) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
www.t2000inc.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Mattison Avenue Holdings LLC (l) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
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. |
|
$ |
|
|
< |
|
|
|
|
|
|
|
||||
www.nailbiter.com |
|
Warrants for Preferred Stock. |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Total Nailbiter, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
||
OnCore Golf Technology, Inc. (e) |
|
|
|
|
|
|
|
|
|
|
||||||
Open Exchange, Inc. (e) |
|
|
|
|
|
|
|
|
|
|
||||||
Lincoln, MA. Online presentation and training |
|
|
|
|
|
|
|
|
|
|
|
|
||||
software. (Software) |
|
Total Open Exchange |
|
|
|
|
|
|
|
|
|
|
|
|
||
www.openexc.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
PennantPark Investment Corporation (n) |
|
|
|
< |
|
|
|
|
|
|
|
|||||
PostProcess Technologies, Inc. (e) |
|
|
|
< |
|
|
|
|
|
|
|
|||||
Rheonix, Inc. (e) |
|
|
|
|
|
— |
|
|
|
— |
|
|
||||
Ithaca, NY. Developer of fully automated |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
microfluidic based molecular assay and |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
||
diagnostic testing devices. (Health Care) |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
www.rheonix.com |
|
Total Rheonix |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
Somerset Gas Transmission Company, LLC (e)(m) |
|
|
|
|
|
|
|
|
|
|
||||||
Subtotal Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||
Affiliate Investments – |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Applied Image, Inc. |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
imaged optical components and calibration |
|
Warrant for |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
standards for a wide range of industries and |
|
Total Applied Image |
|
|
|
|
|
|
|
|
|
|
|
|
||
applications. (Manufacturing) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
BMP Food Service Supply Holdco, LLC (m) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
distribution, and installation services for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
commercial kitchen renovations and new builds. |
|
Total BMP Food Service Supply |
|
|
|
|
|
|
|
|
|
|
|
|
||
(Professional Services) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
BMP Swanson Holdco, LLC (m) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
variety of fire protection systems. |
|
Preferred Membership Interest for |
|
|
|
|
|
|
|
|
|
|
|
|||
(Professional Services) |
|
Total BMP Swanson |
|
|
|
|
|
|
|
|
|
|
|
|
||
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) |
|
|
|
|
|
|
|
|
|
|
||||||
and pleasure boats. (Manufacturing) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
DSD Operating, LLC (l)(m) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
dealerships. (Automotive) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
www.dsdteam.com |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Total DSD |
|
|
|
|
|
|
|
|
|
|
|
|
||
Filterworks Acquisition USA, LLC DBA Autotality (l)(m) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
(Automotive) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
www.autotality.com |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Total Filterworks |
|
|
|
|
|
|
|
|
|
|
|
|
||
Knoa Software, Inc. |
|
|
|
|
|
|
|
|
— |
|
|
|||||
New York, NY. End user experience |
|
|
|
|
|
|
|
|
|
|
|
|
||||
management and performance (EMP) solutions |
|
Total Knoa |
|
|
|
|
|
|
|
|
|
|
|
|
||
utilizing enterprise applications. (Software) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
www.knoa.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Mezmeriz, Inc. (e) |
|
|
|
|
|
|
|
|
— |
|
|
|||||
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. |
|
|
|
|
|
|
|
|
|
|
||||||
Woburn, MA. Instrumentation company |
|
|
|
|
|
|
|
|
|
|
|
|
||||
producing portable analytical devices using |
|
|
|
|
|
|
|
|
|
|
|
|
||||
XRF, LIBS and RAMAN spectroscopy to |
|
|
|
|
|
|
|
|
|
|
|
|
||||
identify compounds, minerals, and elements. |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Manufacturing) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
www.sciaps.com |
|
Warrant to purchase Series D-1 Preferred. |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Total SciAps |
|
|
|
|
|
|
|
|
|
|
|
|
||
Seybert’s Billiards Corporation (l) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
(Consumer Product) |
|
Warrant for |
|
|
|
|
|
|
|
|
|
|
|
|||
www.seyberts.com |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Warrant for |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Total Seybert’s |
|
|
|
|
|
|
|
|
|
|
|
|
||
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. |
|
* |
|
|
|
|
|
|
|
|
|
|||||
Portland, ME. Provides network deployment |
|
* |
|
|
|
|
|
|
|
|
|
|
|
|||
construction and information system services |
|
* |
|
|
|
|
|
|
|
|
|
|
|
|||
management for cellular, fiber optic and |
|
* |
|
|
|
|
|
|
|
|
|
|
|
|||
wireless systems providers. Its affiliated |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|||
small cell 5G deployment. |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Professional Services) |
|
Total Tilson |
|
|
|
|
|
|
|
|
|
|
|
|
||
www.tilsontech.com |
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
||
Subtotal Affiliate Investments |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||
Control Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
ITA Acquisition, LLC (l)(m) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
manufacturing. (Manufacturing) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
|
|
Total ITA |
|
|
|
|
|
|
|
|
|
|
|
|
||
Subtotal Control Investments |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||
TOTAL INVESTMENTS – |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||
LIABILITIES IN EXCESS OF OTHER ASSETS - ( |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
NET ASSETS – |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
||
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
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 |
|
$ |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
|
|
$ |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
|
|
Total ITA |
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
|
|
Total Control Investments |
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
Affiliate Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Applied Image, Inc. |
|
$ |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
|
|
Warrant for |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Total Applied Image |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
BMP Food Service Supply Holdco, LLC |
|
$ |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
Total FSS |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
BMP Swanson Holdco, LLC |
|
$ |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
|
|
Preferred Membership Interest for |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
|
|
Total BMP Swanson |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Carolina Skiff LLC |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
DSD Operating, LLC |
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
Total DSD |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
Filterworks Acquisition USA, LLC |
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
Total Filterworks |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
ITA Acquisition, LLC |
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|||
|
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|||
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|||
|
|
Total ITA |
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|||
Knoa Software, Inc. |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
Total Knoa |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Mezmeriz, Inc. |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Microcision |
|
Membership Interest Purchase Warrant for |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
— |
|
||
New Monarch Machine Tool, Inc. |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
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. |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
Warrant to purchase Series D-1 Preferred. |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
|
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
Total SciAps |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
Seybert’s Billiards Corporation |
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
Warrant for |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
|
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
Warrant for |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
Total Seybert’s |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Tilson Technology |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
Management, Inc. |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
|
|
Total Tilson |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
Total Affiliate Investments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
Total Control and Affiliate Investments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
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.
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 |
|
|
% |
|
Manufacturing |
|
|
|
|
Consumer Product |
|
|
|
|
Automotive |
|
|
|
|
Software |
|
|
|
|
BDC Investment Funds |
|
|
|
|
Oil and Gas |
|
|
|
|
Total Investments |
|
|
% |
|
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 $
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.
We are an externally managed, closed-end, diversified investment company. We have elected to be regulated as a business development company (“BDC”) under the 1940 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, 2022.
Since 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 dividends during the six months ended June 30, 2023:
|
|
Dividend/Share |
|
|
Record Date |
|
Payment Date |
|
1st |
|
$ |
|
|
|
|||
2nd |
|
$ |
|
|
|
|||
In order to continue to qualify as a RIC, Rand holds several of its equity investments in 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 June 30, 2023: Rand BMP 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 Somerset Holdings Corp. (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 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, 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 affiliates 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 of Rand or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of Rand’s shareholders and is consistent with Rand’s investment objective and 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 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 amended New Order) that do not hold any investments in 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 six months ended June 30, 2023 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, 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
Investments - Investments are valued at fair value as determined in good faith by RCM and approved by the Board. The Corporation generally invests in loan, debt, and equity instruments and there is no single standard for determining fair value of these investments. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio company 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
22
each investment quarterly and records unrealized depreciation for an investment that it believes has become impaired, including where collection of a loan 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, the Corporation's equity securities in the underlying portfolio company has also appreciated in value. Additionally, the Corporation continues to assess any material risks associated with this fair value determination, including risks associated with material conflicts of 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 - The Corporation’s portfolio of investments includes both qualifying and non-qualifying assets. A majority of the Corporation’s investments represent qualifying investments in privately held businesses, 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. There was no reserve for possible losses as of June 30, 2023 or December 31, 2022.
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 (refunded) during the six months ended June 30, 2023 and 2022 were $
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 June 30, 2023 and December 31, 2022, there were
23
On April 19, 2023, the Board approved a share repurchase plan which authorizes the Corporation to repurchase shares of Rand’s outstanding common stock with an aggregate cost of up to $
Income Taxes – The Corporation elected to be treated, for U.S. federal income tax purposes, as a RIC for the 2022 and 2021 tax years under Subchapter M of the Code. 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. If the Corporation continues to qualify as a RIC and continues to satisfy the annual distribution requirement, the Corporation will not have to pay corporate level U.S. federal income taxes on any income that the Corporation distributes to its stockholders. The Blocker Corps, which are consolidated under U.S. GAAP for financial reporting purposes, are subject to U.S. federal and state income taxes.
Depending on the level of taxable income earned in a tax year, the Corporation may choose to carry forward taxable income in excess of current year dividend distributions from such current year taxable income into the next tax year and pay a
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 likely than not 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
The Corporation is currently open to audit under the statute of limitations by the Internal Revenue Service for the years ended December 31, 2019 through 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, 2019 through 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
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 insured 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:
|
|
June 30, 2023 |
|
|
Tilson Technology Management, Inc. (Tilson) |
|
|
% |
|
Seybert’s Billiards Corporation (Seybert’s) |
|
|
% |
|
SciAps, Inc. (Sciaps) |
|
|
% |
|
BMP Food Service Supply Holdco, LLC (FSS) |
|
|
% |
|
Inter-National Electronic Alloys LLC (INEA) |
|
|
% |
|
|
|
December 31, 2022 |
|
|
Tilson |
|
|
% |
|
Seybert's |
|
|
% |
|
Sciaps |
|
|
% |
|
DSD Operating, LLC (DSD) |
|
|
% |
|
Caitec, Inc. (Caitec) |
|
|
% |
|
24
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 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. Equity investments will be direct investments into a portfolio company and may 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 June 30, 2023,
25
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 privately-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 June 30, 2023:
|
|
Market Approach EBITDA Multiple |
|
|
Market Approach Liquidation Seniority |
|
|
Market Approach |
|
|
Market Approach Transaction Pricing |
|
|
Totals |
|
|||||
Non-Control/Non-Affiliate Equity |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Non-Control/Non-Affiliate Loan and Debt |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Total Non-Control/Non-Affiliate |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Affiliate Equity |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Affiliate Loan and Debt |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Total Affiliate |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Control Equity |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Control Loan and Debt |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total Control |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Total Level 3 Investments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Range |
|
5X - 7X |
|
|
1X |
|
|
1X - 4X |
|
|
Not Applicable |
|
|
|
|
|||||
Unobservable Input |
|
EBITDA Multiple |
|
|
Asset Value |
|
|
Revenue Multiple |
|
|
Transaction Price |
|
|
|
|
|||||
Weighted Average |
|
5.4X |
|
|
1X |
|
|
1.7X |
|
|
Not Applicable |
|
|
|
|
|||||
The following table provides a summary of the components of Level 1, 2 and 3 Assets Measured at Fair Value at June 30, 2023:
|
|
|
|
|
Fair Value Measurements at Reported Date Using |
|
||||||||||
|
|
June 30, 2023 |
|
|
Quoted Prices in Active Markets for Identical Assets |
|
|
Significant |
|
|
Other Significant |
|
||||
Loan investments |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Debt investments |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Equity investments |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
The following table provides a summary of the components of Level 1, 2 and 3 Assets Measured at Fair Value at December 31, 2022:
|
|
|
|
|
Fair Value Measurements at Reported Date Using |
|
||||||||||
|
|
December 31, 2022 |
|
|
Quoted Prices in Active Markets for Identical Assets |
|
|
Significant |
|
|
Other Significant |
|
||||
Loan investments |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Debt investments |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Equity investments |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
27
The following table provides a summary of changes in Assets Measured at Fair Value Using Significant Unobservable Inputs (Level 3) for the six months ended June 30, 2023:
|
|
Fair Value Measurements Using Significant |
|
|||||||||||||
Description |
|
Loan Investments |
|
|
Debt |
|
|
Equity |
|
|
Total |
|
||||
Ending balance December 31, 2022, of Level 3 Assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Realized gains (losses) included in net change in net assets from |
|
|
|
|
|
|
|
|
|
|
|
|
||||
ClearView Social, Inc. (Clearview Social) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
DSD Operating, LLC (DSD) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Microcision, LLC (Microcision) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
SocialFlow, Inc. (Social Flow) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Somerset Gas Transmission Company, LLC (Somerset) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Total realized gains, net |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Unrealized gains (losses) included in net change in net assets from |
|
|
|
|
|
|
|
|
|
|
|
|
||||
DSD |
|
|
— |
|
|
|
— |
|
|
|
( | ) |
|
|
( | ) |
Open Exchange, Inc. (Open Exchange) |
|
|
— |
|
|
|
— |
|
|
|
( | ) |
|
|
( | ) |
Somerset |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Total unrealized gains (losses) |
|
|
— |
|
|
|
— |
|
|
|
( | ) |
|
|
( | ) |
Purchases of securities/changes to securities/non-cash |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Caitec, Inc. (Caitec) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
DSD |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Filterworks Acquisition USA, LLC (Filterworks) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
BMP Food Service Supply Holdco, LLC (FSS) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
GoNoodle, Inc. (GoNoodle) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
HDI Acquisition LLC (Hilton Displays) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Inter-National Electronic Alloys LLC (INEA) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
ITA Acquisition, LLC (ITA) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Mattison Avenue Holdings LLC (Mattison) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Pressure Pro, Inc. (Pressure Pro) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Seybert’s Billiards Corporation (Seybert’s) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
SciAps, Inc. (Sciaps) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Social Flow |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
BMP Swanson Holdco, LLC (Swanson) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Tilson Technology Management, Inc. (Tilson) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Total purchases of securities/changes to securities/non-cash |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Repayments and sales of securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Clearview Social |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
DSD |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
FSS |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Hilton Displays |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Microcision |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Somerset |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Total repayments and sales of securities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Ending balance June 30, 2023, of Level 3 Assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
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 six months ended June 30, 2022:
|
|
Fair Value Measurements Using Significant |
|
|||||||||||||
|
|
Loan Investments |
|
|
Debt |
|
|
Equity |
|
|
Total |
|
||||
Ending Balance December 31, 2021, of Level 3 Assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Realized gains (losses) included in net change in net assets from |
|
|
|
|
|
|
|
|
|
|
|
|
||||
ClearView Social, Inc. (Clearview Social) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Microcision, LLC (Microcision) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
New Monarch Machine Tool, Inc. (New Monarch) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
SocialFlow, Inc. (Social Flow) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Total realized (losses), net |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Unrealized gains included in net change in net assets from |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Microcision |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
New Monarch |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Social Flow |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Total unrealized gains |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Purchases of securities/changes to securities/non-cash |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Caitec, Inc. (Caitec) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
DSD Operating, LLC (DSD) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Filterworks Acquisition USA, LLC (Filterworks) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
GoNoodle, Inc. (GoNoodle) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
HDI Acquisition LLC (Hilton Displays) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
ITA Acquisition, LLC (ITA) |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Mattison Avenue Holdings LLC (Mattison) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Seybert’s Billiards Corporation (Seybert’s) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
SciAps, Inc. (Sciaps) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Total purchases of securities/changes to securities/non-cash |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Repayments and sale of securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Clearview Social |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
GoNoodle |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Microcision |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Social Flow |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Total repayments and sale of securities |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Ending Balance June 30, 2022, of Level 3 Assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in unrealized appreciation/depreciation included in earnings |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
Note 4. OTHER ASSETS
At June 30, 2023 and December 31, 2022, other assets was comprised of the following:
|
|
June 30, 2023 |
|
|
December 31, 2022 |
|
||
Escrow receivables |
|
$ |
|
|
$ |
|
||
Dividend receivables |
|
|
|
|
|
|
||
Deferred financing fees, net |
|
|
|
|
|
|
||
Prepaid expenses |
|
|
|
|
|
|
||
Total other assets |
|
$ |
|
|
$ |
|
||
Amortization expense related to the deferred financing fees during the six months ended June 30, 2023 was $
29
Note 5. COMMITMENTS AND CONTINGENCIES
The Corporation had commitments at June 30, 2023 or December 31, 2022.
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 $
The Corporation’s borrowings under the Credit Facility bear interest at a variable rate determined as a rate per annum equal to
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 $
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
30
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 June 30, 2023 and December 31, 2022 was $
Note 7. CHANGES IN STOCKHOLDERS’ EQUITY (NET ASSETS)
The following schedule analyzes the changes in stockholders’ equity (net assets) section of the Consolidated Statements of Financial Position for the three and six months ended June 30, 2023 and 2022, respectively:
|
|
Common Stock |
|
|
Capital in excess of par value |
|
|
Treasury Stock, at cost |
|
|
Total distributable earnings (losses) |
|
|
Total Stockholders’ |
|
|||||
April 1, 2023 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
Payment of dividend |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Net increase in net assets from operations |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
June 30, 2023 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
|
|
Common Stock |
|
|
Capital in excess of par value |
|
|
Treasury Stock, at cost |
|
|
Total distributable earnings (losses) |
|
|
Total Stockholders’ |
|
|||||
April 1, 2022 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
Payment of dividend |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Net decrease in net assets from operations |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
June 30, 2022 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
|
|
Common Stock |
|
|
Capital in excess of par value |
|
|
Treasury Stock, at cost |
|
|
Total distributable earnings (losses) |
|
|
Total Stockholders’ |
|
|||||
January 1, 2023 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
Payment of dividend |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Net increase in net assets from operations |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
June 30, 2023 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
|
|
Common Stock |
|
|
Capital in excess of par value |
|
|
Treasury Stock, at cost |
|
|
Total distributable earnings (losses) |
|
|
Total Stockholders’ |
|
|||||
January 1, 2022 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
Payment of dividend |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Net decrease in net assets from operations |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
June 30, 2022 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
Note 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
31
$
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 Fee Net Investment Income” (as defined in the Investment Management Agreement) for the immediately preceding calendar quarter, subject to a hurdle rate of
The Corporation pays RCM an Incentive Fee with respect to its Pre-Incentive Fee Net Investment Income in each calendar quarter as follows:
The Income Based Fee paid to RCM for any calendar quarter shall not be in excess of the Incentive Fee Cap. The “Incentive Fee Cap” for any quarter is an amount equal to (1)
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 six months ended June 30, 2023 and 2022, there were
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
32
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
For purposes of the Capital Gains Fee:
For purposes of calculating the amount of the capital gains incentive fee accrual 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. As a result, the 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
As of June 30, 2023, there was
In accordance with GAAP, the Corporation is required to accrue a capital gains incentive fee on all realized and unrealized gains and losses, resulting in an accrual of $
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 the 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 the Corporation in determining and publishing the Corporation’s net asset value (NAV), overseeing the preparation and
33
filing of the tax returns, and the printing and dissemination of reports to shareholders, and generally overseeing the payment of 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.
Note 9. FINANCIAL HIGHLIGHTS
The following schedule provides the financial highlights, calculated based on shares outstanding, for the periods indicated:
|
|
Six months ended June 30, 2023 |
|
|
Six months ended June 30, 2022 |
|
||
Net asset value, beginning of period |
|
|
|
|
||||
Income (loss) from operations (1): |
|
|
|
|
|
|
||
Net investment income |
|
|
|
|
|
|
||
Net realized gains |
|
|
|
|
|
|
||
Net unrealized appreciation (depreciation) |
|
|
|
|
|
( |
) |
|
Increase (decrease) in net assets from operations |
|
|
|
|
|
( |
) |
|
Payment of cash dividend |
|
|
( |
) |
|
|
( |
) |
Increase (decrease) in net assets |
|
|
|
|
|
( |
) |
|
Net asset value, end of period |
|
$ |
|
|
$ |
|
||
Per share market price, end of period |
|
$ |
|
|
$ |
|
||
Total return based on market value (2) |
|
|
% |
|
|
( |
)% |
|
Total return based on net asset value (3) |
|
|
% |
|
|
( |
)% |
|
Supplemental data: |
|
|
|
|
|
|
||
Ratio of expenses before income taxes to average net assets (4) |
|
|
% |
|
|
% |
||
Ratio of expenses including income taxes to average net assets (4) |
|
|
% |
|
|
% |
||
Ratio of net investment income to average net assets (4) |
|
|
% |
|
|
% |
||
Portfolio turnover |
|
|
% |
|
|
% |
||
Debt/equity ratio |
|
|
% |
|
|
— |
% |
|
Net assets, end of period |
|
$ |
|
|
$ |
|
||
* Amounts are rounded.
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 10. SUBSEQUENT EVENT
Subsequent to the quarter end, on
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 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 fee that may be due to RCM upon a hypothetical liquidation of our portfolio and the amount of the capital gains fee that may be payable for 2023; and statements regarding our compliance with the RIC requirements as of June 30, 2023, statements regarding 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 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, 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 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”). Callodine is a yield focused asset management platform. 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.
In 2020, we elected U.S federal tax treatment as a regulated investment company (“RIC”) under subchapter M of the Internal Revenue Code of 1986, as amended. To maintain our qualification as a RIC, we must, among other things, meet certain source of income and asset diversification requirements. As of June 30, 2023, we believe 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. 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 quarterly cash dividend.
Our
|
|
Dividend/Share |
|
|
Record Date |
|
Payment Date |
|
1st |
|
$ |
0.20 |
|
|
March 13, 2023 |
|
March 27, 2023 |
2nd |
|
$ |
0.25 |
|
|
May 31, 2023 |
|
June 14, 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, Rand, RCM and certain of their affiliates received an exemptive order from the SEC to permit the Corporation to co-invest in portfolio companies with certain 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 affiliates covered by the New Order if a “required majority” (as defined in Section 57(o) of the 1940 Act) of Rand’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 Rand and its shareholders and do not involve overreaching in respect of Rand or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of the Rand’s shareholders and is consistent with Rand’s investment objective and 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 an amendment to the New Order to permit us to participate in follow-on investments in our existing portfolio companies with certain Affiliated Funds (as defined in the amended New Order) that do not hold any investments in such existing portfolio 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, 2022 under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
36
Financial Condition
Overview:
|
|
June 30, 2023 |
|
|
December 31, 2022 |
|
|
Increase |
|
|
% Increase |
|
||||
Total assets |
|
$ |
76,054,837 |
|
|
$ |
63,481,192 |
|
|
$ |
12,573,645 |
|
|
|
19.8 |
% |
Total liabilities |
|
|
14,652,809 |
|
|
|
5,759,872 |
|
|
|
8,892,937 |
|
|
|
154.4 |
% |
Net assets |
|
$ |
61,402,028 |
|
|
$ |
57,721,320 |
|
|
$ |
3,680,708 |
|
|
|
6.4 |
% |
Net asset value per share (NAV) was $
Cash approximated 13.6% of net assets at June 30, 2023, as compared to 2.4% of net assets at December 31, 2022.
During the second quarter of 2022, we entered into a $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 June 30, 2023, there was $10,650,000 drawn on the Credit Facility and the applicable interest rate was 8.59%.
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.
|
|
June 30, 2023 |
|
|
December 31, 2022 |
|
|
Increase |
|
|
% Increase |
|
||||
Investments, at cost |
|
$ |
60,969,018 |
|
|
$ |
55,716,237 |
|
|
$ |
5,252,781 |
|
|
|
9.4 |
% |
Unrealized appreciation, net |
|
|
5,822,725 |
|
|
|
5,788,022 |
|
|
|
34,703 |
|
|
|
0.6 |
% |
Investments, at fair value |
|
$ |
66,791,743 |
|
|
$ |
61,504,259 |
|
|
$ |
5,287,484 |
|
|
|
8.6 |
% |
Our total investments at fair value, as determined by RCM and approved by our Board of Directors, approximated 109% of net assets at June 30, 2023 as compared to approximately 107% of net assets at December 31, 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 than our private company equity investments.
37
The change in investments during the six months ended June 30, 2023, at cost, is comprised of the following:
|
|
Cost |
|
|
New investments: |
|
|
|
|
Inter-National Electronic Alloys LLC (INEA) |
|
$ |
4,300,000 |
|
Pressure Pro, Inc. (Pressure Pro) |
|
|
3,000,000 |
|
BMP Food Service Supply Holdco, LLC (FSS) |
|
|
2,320,000 |
|
ITA Acquisition, LLC (ITA) |
|
|
390,000 |
|
Tilson Technology Management, Inc. (Tilson) |
|
|
250,000 |
|
Total of new investments |
|
|
10,260,000 |
|
Other changes to investments: |
|
|
|
|
Filterworks Acquisition USA, LLC (Filterworks) interest conversion |
|
|
147,638 |
|
ITA interest conversion |
|
|
105,528 |
|
Seybert’s Billiards Corporation (Seybert's) OID amortization and interest conversion |
|
|
62,019 |
|
BMP Swanson Holdco, LLC (Swanson) interest conversion |
|
|
49,026 |
|
Pressure Pro OID amortization and interest conversion |
|
|
43,635 |
|
Caitec, Inc. (Caitec) interest conversion |
|
|
36,916 |
|
DSD Operating, LLC (DSD) interest conversion |
|
|
31,652 |
|
Mattison Avenue Holdings, LLC (Mattison) interest conversion |
|
|
18,716 |
|
INEA interest conversion |
|
|
15,919 |
|
HDI Acquisition LLC (Hilton Displays) interest conversion |
|
|
11,868 |
|
GoNoodle, Inc. (GoNoodle) interest conversion |
|
|
7,067 |
|
SciAps, Inc. (Sciaps) OID amortization |
|
|
5,000 |
|
Total of other changes to investments |
|
|
534,984 |
|
Investments repaid, sold, liquidated or converted: |
|
|
|
|
ACV Auctions, Inc. (ACV) sale |
|
|
(34,125 |
) |
FSS debt repayment and equity sale |
|
|
(250,047 |
) |
Hilton Displays debt repayment |
|
|
(300,000 |
) |
Somerset Gas Transmission Company, LLC (Somerset) equity sale |
|
|
(719,097 |
) |
DSD debt repayment and equity sale |
|
|
(4,238,934 |
) |
Total of investments repaid, sold, liquidated or converted |
|
|
(5,542,203 |
) |
Net change in investments, at cost |
|
$ |
5,252,781 |
|
Results of Operations
Comparison of the three months ended June 30, 2023 to the three months ended June 30, 2022
Investment Income
|
|
Three months ended |
|
|
Three months ended |
|
|
Increase (Decrease) |
|
|
% Increase (Decrease) |
|
||||
Interest from portfolio companies |
|
$ |
1,473,540 |
|
|
$ |
1,004,832 |
|
|
$ |
468,708 |
|
|
|
46.6 |
% |
Interest from other investments |
|
|
104 |
|
|
|
1 |
|
|
|
103 |
|
|
NM |
|
|
Dividend and other investment income |
|
|
192,597 |
|
|
|
316,520 |
|
|
|
(123,923 |
) |
|
|
(39.2 |
)% |
Fee income |
|
|
149,191 |
|
|
|
31,829 |
|
|
|
117,362 |
|
|
|
368.7 |
% |
Total investment income |
|
$ |
1,815,432 |
|
|
$ |
1,353,182 |
|
|
$ |
462,250 |
|
|
|
34.2 |
% |
NM - Not meaningful
The total investment income during the three months ended June 30, 2023 was received from 22 portfolio companies. For the three months ended June 30, 2022, total investment income was generated from 21 portfolio companies.
Interest from portfolio companies – Interest from portfolio companies was approximately 47% higher during the three months ended June 30, 2023 versus the same period in 2022 due to the fact that we originated more interest yielding investments during the last year. The new debt instruments were originated from BMP Food Service Supply Holdco, LLC (FSS), Inter-National Electronic
38
Alloys LLC (INEA), ITA Acquisition, LLC (ITA), Pressure Pro, Inc. (Pressure Pro), SciAps, Inc. (Sciaps) and Seybert’s Billiards Corporation (Seybert’s).
Interest from other investments - The increase in interest from other investments is due to higher cash balances during the three months ended June 30, 2023 versus the same period in 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 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 |
|
|
Three months ended |
|
||
DSD Operating, LLC (DSD) |
|
$ |
46,552 |
|
|
$ |
— |
|
PennantPark Investment Corporation (Pennantpark) |
|
|
39,000 |
|
|
|
28,275 |
|
Carlyle Secured Lending Inc. (Carlyle) |
|
|
37,840 |
|
|
|
34,400 |
|
FS KKR Capital Corp. (FS KKR) |
|
|
36,000 |
|
|
|
32,640 |
|
Tilson Technology Management Inc. (Tilson) |
|
|
13,125 |
|
|
|
13,125 |
|
Ares Capital Corporation (Ares) |
|
|
10,080 |
|
|
|
8,820 |
|
Barings BDC, Inc. (Barings) |
|
|
10,000 |
|
|
|
9,600 |
|
Carolina Skiff LLC (Carolina Skiff) |
|
|
— |
|
|
|
189,660 |
|
Total dividend and other investment income |
|
$ |
192,597 |
|
|
$ |
316,520 |
|
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 $87,927 and $31,829 for the three months ended June 30, 2023 and 2022, respectively. During the three months ended June 30, 2023, we recognized an early repayment fee of $61,264 from our investment in DSD.
Expenses
|
|
Three months ended |
|
|
Three months ended |
|
|
Increase |
|
|
% Increase |
|||
Total expenses |
|
$ |
1,306,741 |
|
|
$ |
(96,198 |
) |
|
$ |
1,402,939 |
|
|
NM |
NM - Not meaningful
The increase in total expenses during the three months ended June 30, 2023 versus the same period in 2022 was primarily due to a $1,154,000 increase in the capital gains incentive fee expense and an approximately $259,000 increase in interest expense. The increase in the capital gains incentive fee accrual during the three months ended June 30, 2023 is due to the calculation of the capital gains fee as required by GAAP. We are required to accrue capital gains incentive fees on the basis of net realized capital gains and losses and net unrealized 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 this capital gains incentive fee under the terms of our Investment Management Agreement with respect to unrealized gains unless and until such gains are actually realized.
In June 2022, we entered into a credit agreement with the Lender, which provides us with a Credit Facility in a principal amount not to exceed $25 million. We incurred $258,912 in interest expense related to the Credit Facility during the three months ended June 30, 2023. There was no corresponding expense during the three months ended June 30, 2022.
39
Net Investment Income
The excess of investment income over total expenses, including income taxes, represents net investment income. The net investment income for the three months ended June 30, 2023 and 2022 was $492,630 and $1,418,137, respectively.
Realized Gain on Investments
|
|
Three months ended |
|
|
Three months ended |
|
|
Change |
|
|||
Realized gain on investments before income taxes |
|
$ |
3,818,247 |
|
|
$ |
1,540,143 |
|
|
$ |
2,278,104 |
|
During the three months ended June 30, 2023, we sold our investment in DSD Operating, LLC (DSD) and recognized a realized gain of $2,537,765. In addition, during the during the three months ended June 30, 2023, we sold our investment in Somerset Gas Transmission Company, LLC (Somerset) and recognized a realized loss of ($448,717). We also recognized a realized gain of $10,432 from additional proceeds received from ClearView Social, Inc. (Clearview Social), an investment we exited during 2021.
In addition, we recognized a net realized gain of $1,718,767 on the sale of 125,000 shares of Class A common stock of ACV Auctions, Inc. (ACV), during the three months ended June 30, 2023. At June 30, 2023, we owned 194,934 shares of Class A common stock of ACV.
During the three months ended June 30, 2022, we sold our investment in Microcision LLC (Microcision) and recognized a realized gain of $190,000. We recognized a net realized gain of $1,200,951 on the sale of 86,000 shares of Class A common stock of ACV during the three months ended June 30, 2022.
In addition, during the three months ended June 30, 2022, we recognized a $73,101 realized gain on the sale of 31,250 shares of Golub Capital BDC, Inc (Golub), and a $97,932 realized gain on the sale of 30,000 shares of Owl Rock Capital Corporation (Owl Rock). We recognized an additional $1,000 gain on SocialFlow Inc. (Social Flow) after an escrow adjustment. We recognized a realized loss of $22,841 on New Monarch Machine Tool, Inc. (New Monarch), when the company commenced bankruptcy proceedings.
Change in Unrealized Appreciation (Depreciation) of Investments
|
|
Three months ended |
|
|
Three months ended |
|
|
Change |
|
|||
Change in unrealized appreciation (depreciation) of investments |
|
$ |
(1,367,270 |
) |
|
$ |
(4,854,669 |
) |
|
$ |
3,487,399 |
|
The change in net unrealized appreciation (depreciation), before income taxes, for the three months ended June 30, 2023, was comprised of the following:
|
|
Three months ended |
|
|
Somerset Gas Transmission Company, LLC (Somerset) |
|
$ |
594,097 |
|
PennantPark Investment Corporation (Pennantpark) |
|
|
113,750 |
|
Carlyle Secured Lending Inc. (Carlyle) |
|
|
88,580 |
|
FS KKR Capital Corp. (FS KKR) |
|
|
33,440 |
|
Ares Capital Corporation (Ares) |
|
|
13,370 |
|
Barings BDC, Inc. (Barings) |
|
|
400 |
|
ACV Auctions, Inc. (ACV) |
|
|
(622,269 |
) |
Open Exchange Inc. (Open Exchange) |
|
|
(701,940 |
) |
DSD Operating, LLC (DSD) |
|
|
(886,698 |
) |
Total change in net unrealized appreciation (depreciation) of investments before |
|
$ |
(1,367,270 |
) |
ACV, Ares, Barings, Carlyle, FS KKR, and Pennantpark 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.
40
We sold our investments in Somerset and DSD during the three months ended June 30, 2023.
The valuation of our investment in Open Exchange, during the three months ended June 30, 2023, was decreased after a review of their operations and financial condition.
The change in net unrealized appreciation (depreciation), before income taxes, for the three months ended June 30, 2022, was comprised of the following:
|
|
Three months ended |
|
|
Microcision LLC (Microcision) |
|
$ |
25,000 |
|
New Monarch Machine Tool, Inc. (New Monarch) |
|
|
22,841 |
|
Barings |
|
|
(39,200 |
) |
Ares |
|
|
(62,650 |
) |
Golub Capital BDC, Inc. (Golub) |
|
|
(71,507 |
) |
Owl Rock Capital Corporation (Owl Rock) |
|
|
(98,933 |
) |
Carlyle |
|
|
(144,767 |
) |
FS KKR |
|
|
(168,960 |
) |
Pennantpark |
|
|
(308,750 |
) |
ACV |
|
|
(4,007,743 |
) |
Total change in net unrealized appreciation (depreciation) of investments before |
|
$ |
(4,854,669 |
) |
ACV, Ares, Barings, Carlyle, FS KKR, Golub, Owl Rock and Pennantpark 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 investment in Microcision during the three months ended June 30, 2022.
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) in Net Assets from Operations
We account for our operations under GAAP for investment companies. The principal measure of our financial performance is "Net increase (decrease) in net assets from operations" on our consolidated statements of operations. The net increase (decrease) in net assets from operations for the three months ended June 30, 2023 and 2022 was $2,671,890 and ($1,896,389), respectively.
Comparison of the six months ended June 30, 2023 to the six months ended June 30, 2022
Investment Income
|
|
Six months ended |
|
|
Six months ended |
|
|
Increase |
|
|
% Increase |
|
||||
Interest from portfolio companies |
|
$ |
2,770,443 |
|
|
$ |
1,916,971 |
|
|
$ |
853,472 |
|
|
|
44.5 |
% |
Interest from other investments |
|
|
236 |
|
|
|
1 |
|
|
|
235 |
|
|
NM |
|
|
Dividend and other investment income |
|
|
667,340 |
|
|
|
489,510 |
|
|
|
177,830 |
|
|
|
36.3 |
% |
Fee income |
|
|
228,911 |
|
|
|
71,448 |
|
|
|
157,463 |
|
|
|
220.4 |
% |
Total investment income |
|
$ |
3,666,930 |
|
|
$ |
2,477,930 |
|
|
$ |
1,189,000 |
|
|
|
48.0 |
% |
NM - Not meaningful
The total investment income during the six months ended June 30, 2023 and 2022 was received from 24 portfolio companies.
Interest from portfolio companies – Interest from portfolio companies was approximately 45% higher during the six months ended June 30, 2023 versus the same period in 2022 due to the fact that we originated more interest yielding investments during the last year. The new debt instruments were originated from BMP Food Service Supply Holdco, LLC (FSS), Inter-National Electronic Alloys LLC (INEA), ITA Acquisition, LLC (ITA), Pressure Pro, Inc. (Pressure Pro), SciAps, Inc. (Sciaps) and Seybert’s Billiards Corporation (Seybert’s).
41
Interest from other investments - The increase in interest from other investments is due to higher cash balances during the six months ended June 30, 2023 versus the same period in 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 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:
|
|
Six months ended |
|
|
Six months ended |
|
||
Carolina Skiff LLC (Carolina Skiff) |
|
$ |
299,173 |
|
|
$ |
220,260 |
|
Carlyle Secured Lending Inc. (Carlyle) |
|
|
75,680 |
|
|
|
68,800 |
|
PennantPark Investment Corporation (Pennantpark) |
|
|
75,075 |
|
|
|
55,575 |
|
FS KKR Capital Corp. (FS KKR) |
|
|
69,600 |
|
|
|
62,880 |
|
DSD Operating, LLC (DSD) |
|
|
46,552 |
|
|
|
— |
|
Knoa Software, Inc. (Knoa) |
|
|
34,850 |
|
|
|
— |
|
Tilson Technology Management, Inc. (Tilson) |
|
|
26,250 |
|
|
|
26,250 |
|
Ares Capital Corporation (Ares) |
|
|
20,160 |
|
|
|
18,270 |
|
Barings BDC, Inc. (Barings) |
|
|
20,000 |
|
|
|
18,800 |
|
Golub Capital BDC, Inc. (Golub) |
|
|
— |
|
|
|
9,375 |
|
Owl Rock Capital Corporation (Owl Rock) |
|
|
— |
|
|
|
9,300 |
|
Total dividend and other investment income |
|
$ |
667,340 |
|
|
$ |
489,510 |
|
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 $125,647 and $61,448 for the six months ended June 30, 2023 and 2022, respectively. During the six months ended June 30, 2023, we recognized an early repayment fee of $61,264 from our investment in DSD, 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 a loan modification fee of $2,000 from our investment in Lumious.
During the six months ended June 30, 2022, we recognized a loan monitoring fee of $10,000 from our investment in Seybert's.
Expenses
|
|
Six months ended |
|
|
Six months ended |
|
|
Increase |
|
|
% Increase |
|||
Total expenses |
|
$ |
2,354,586 |
|
|
$ |
249,180 |
|
|
$ |
2,105,406 |
|
|
NM |
NM - Not meaningful
The increase in total expenses during the six months ended June 30, 2023 versus the same period in 2022 was primarily due to an approximately $1,685,000 increase in the capital gains incentive fee expense and an approximately $417,000 increase in interest expense. The increase in the capital gains incentive fee accrual during the six months ended June 30, 2023 is due to the calculation of the capital gains fee as required by GAAP. We are required to accrue capital gains incentive fees on the basis of net realized capital gains and losses and net unrealized 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 this capital gains incentive fee under the Investment Management Agreement with respect to unrealized gains unless and until such gains are actually realized.
On June 27, 2022, we entered into a credit agreement with the Lender, which provides us with a senior secured revolving credit facility in a principal amount not to exceed $25 million. We incurred $417,312 in interest expense related to the line of credit during the six months ended June 30, 2023. There was no corresponding expense during the six months ended June 30, 2022.
42
Net Investment Income
The excess of investment income over total expenses, including income taxes, represents net investment income. The net investment income for the six months ended June 30, 2023 and 2022 was $1,207,546 and $2,190,140, respectively.
Realized Gain on Investments
|
|
Six months ended |
|
|
Six months ended |
|
|
Change |
|
|||
Realized gain on investments before income taxes |
|
$ |
3,871,635 |
|
|
$ |
688,672 |
|
|
$ |
3,182,963 |
|
During the six months ended June 30, 2023, we sold our investment in DSD Operating, LLC (DSD) and recognized a realized gain of $2,537,765. In addition, during the during the six months ended June 30, 2023, we sold our investment in Somerset Gas Transmission Company, LLC (Somerset) and recognized a realized loss of ($448,717).
During the six months ended June 30, 2023, we recognized a gain of $58,329 from additional proceeds received from Microcision LLC (Microcision), an investment we exited in 2022. We also recognized a realized gain of $10,432 from additional proceeds received from ClearView Social, Inc. (Clearview Social), an investment we exited during 2021. In addition, we recognized a realized loss of ($4,941) on our escrow receivable from SocialFlow, Inc. (Social Flow), an investment we exited in 2022.
We recognized a net realized gain of $1,718,767 on the sale of 125,000 shares of Class A common stock of ACV Auctions, Inc. (ACV), during the six months ended June 30, 2023. At June 30, 2023, we owned 194,934 shares of Class A common stock of ACV.
During the six months ended June 30, 2022, we sold our investment in Social Flow and recognized a realized loss of ($1,481,498). Additionally, during the six months ended June 30, 2022, we sold our investment in Microcision and recognized a realized gain of $190,000 and recognized a realized loss of ($22,841) on our investment in New Monarch Machine Tool, Inc. (New Monarch), when the company commenced bankruptcy proceedings. We also recognized a realized gain on the receipt of $38,881 from Clearview Social. We recognized a net realized gain of $1,701,446 on the sale of 123,000 shares of Class A common stock of ACV during the six months ended June 30, 2022.
In addition, during the six months ended June 30, 2022, we recognized a $73,101 realized gain on the sale of 31,250 shares of Golub Capital BDC, Inc (Golub), a $97,932 realized gain on the sale of 30,000 shares of Owl Rock Capital Corporation (Owl Rock), 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 Capital Corp. (FS KKR).
Change in Unrealized Appreciation (Depreciation) of Investments
|
|
Six months ended |
|
|
Six months ended |
|
|
Change |
|
|||
Change in unrealized appreciation (depreciation) of investments |
|
$ |
34,703 |
|
|
$ |
(5,185,738 |
) |
|
$ |
5,220,441 |
|
The change in net unrealized appreciation (depreciation), before income taxes, for the six months ended June 30, 2023, was comprised of the following:
43
|
|
Six months ended |
|
|
ACV Auctions, Inc. (ACV) |
|
$ |
893,151 |
|
Somerset Gas Transmission Company, LLC (Somerset) |
|
|
594,097 |
|
FS KKR Capital Corp. (FS KKR) |
|
|
81,440 |
|
Carlyle Secured Lending Inc. (Carlyle) |
|
|
34,113 |
|
PennantPark Investment Corporation (Pennantpark) |
|
|
28,600 |
|
Ares Capital Corporation (Ares) |
|
|
4,340 |
|
Barings BDC, Inc. (Barings) |
|
|
(12,400 |
) |
Open Exchange Inc. (Open Exchange) |
|
|
(701,940 |
) |
DSD Operating, LLC (DSD) |
|
|
(886,698 |
) |
Total change in net unrealized appreciation (depreciation) of investments before income taxes |
|
$ |
34,703 |
|
ACV, Ares, Barings, Carlyle, FS KKR and Pennantpark 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 investments in Somerset and DSD during the six months ended June 30, 2023.
The valuation of our investment in Open Exchange, during the six months ended June 30, 2023, was decreased after a review of their operations and financial condition.
The change in net unrealized appreciation (depreciation), before income taxes, for the six months ended June 30, 2022, was comprised of the following:
|
|
Six months ended |
|
|
SocialFlow, Inc. (Social Flow) |
|
$ |
1,628,000 |
|
Microcision LLC (Microcision) |
|
|
25,000 |
|
New Monarch Machine Tool, Inc. (New Monarch) |
|
|
22,841 |
|
Barings |
|
|
(62,533 |
) |
Carlyle |
|
|
(76,253 |
) |
Golub Capital BDC, Inc. (Golub) |
|
|
(77,653 |
) |
Owl Rock Capital Corporation (Owl Rock) |
|
|
(80,533 |
) |
FS KKR |
|
|
(106,220 |
) |
Ares |
|
|
(113,680 |
) |
Pennantpark |
|
|
(138,450 |
) |
ACV |
|
|
(6,206,257 |
) |
Total change in net unrealized appreciation (depreciation) of investments before income taxes |
|
$ |
(5,185,738 |
) |
ACV, Ares, Barings, Carlyle, FS KKR and Pennantpark 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 investments in Microcision, Social Flow, Golub and Owl Rock during the six months ended June 30, 2022.
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) in Net Assets from Operations
We account for our operations under GAAP for investment companies. The principal measure of our financial performance is "Net increase (decrease) in net assets from operations" on our consolidated statements of operations. The net increase (decrease) in net assets from operations for the six months ended June 30, 2023 and 2022 was 4,842,167 and ($2,306,926), 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 June 30, 2023, our total liquidity consisted of
44
approximately $8,356,000 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 $
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 June 30, 2023, our applicable interest rate was 8.59%.
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, (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 June 30, 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 six months ended June 30, 2023, we experienced a net increase in cash of approximately $6,987,000, which is a net effect of approximately $49,000 of cash provided by our operating activities and approximately $6,939,000 provided by our financing activities.
We anticipate that we will continue to fund our investment activities through cash generated through our ongoing operating activities, the sale of our publicly traded liquid 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.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Our investment activities contain elements of risk. Our investment portfolio primarily consists of debt and equity securities in private companies and is subject to valuation risk. Because there is typically no public market for the debt and equity 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 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
45
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 June 30, 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 June 30, 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 June 30, 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.
46
PART II.
OTHER INFORMATION
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, 2022.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
|
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) |
|
||||
4/1/2023 – 4/30/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
1,500,000 |
|
5/1/2023 – 5/31/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
1,500,000 |
|
6/1/2023 – 6/30/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
1,500,000 |
|
Total |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
During the three months ended June 30, 2023,
47
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) |
|
|
|
(3.1)(ii) |
|
|
|
(3.1)(iii) |
|
|
|
(3.1)(iv) |
|
|
|
(4.1) |
|
|
|
(31.1) |
|
|
|
(31.2) |
|
|
|
(32.1) |
48
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: August 4, 2023 |
|
|
|
|
|
|
/s/ Daniel P. Penberthy |
|
Daniel P. Penberthy, Chief Executive |
|
Officer and President |
|
(Chief Executive Officer) |
Dated: August 4, 2023 |
|
|
|
|
|
|
|
|
/s/ Margaret W. Brechtel |
|
Margaret W. Brechtel, Executive Vice |
|
President, Chief Financial Officer and |
|
Treasurer |
|
(Chief Financial Officer) |
49