RAND CAPITAL CORPORATION 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 theSEC . Forward-looking statements involve risks and uncertainties that could cause our results or outcomes to differ materially from those expressed in the forward-looking statements. Forward-looking statements may include, without limitation, statements relating to our plans, strategies, objectives, expectations and intentions, including statements related to our investment strategies and our intention to co-invest with certain of our affiliates, the impact of COVID-19 on our portfolio companies; the impact of our election as a RIC forU.S. federal tax purposes on payment of corporate levelU.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 2022; and statements regarding our compliance with the RIC requirements as ofJune 30, 2022 , future dividend payments, and are intended to be made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as "believes," "forecasts," "intends," "possible," "expects," "estimates," "anticipates," or "plans" and similar expressions are intended to identify forward-looking statements. Among the important factors on which such statements are based are assumptions concerning the scope of the impact of the COVID-19 pandemic and its specific impact on our portfolio companies, the state ofthe 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 withinthe 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 endedDecember 31, 2021 . There may be other factors not identified that affect the accuracy of our forward-looking statements. Further, any forward-looking statement speaks only as of the date when it is made and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time that may cause our business not to develop as we expect, and we cannot predict all of them. Overview We are an externally managed investment company that lends to and invests in lower middle market companies. Our investment objective is to generate current income and when also possible, capital appreciation, by targeting investment opportunities with favorable risk-adjusted returns. Our investment activities are managed by our investment adviser,Rand Capital Management, LLC ("RCM"). We have elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). As a BDC, we are required to comply with certain regulatory requirements specified in the 1940 Act. 39
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InNovember 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, onNovember 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. InDecember 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 becauseCallodine Group, LLC ("Callodine") planned to acquire a controlling interest in RCM, which was, at that time, majority owned by East (the "Adviser Change in Control"). The terms of the Investment Management Agreement are identical to those contained in the PriorInvestment 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, onDecember 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 if specified benchmarks are met. We electedU.S federal tax treatment as a regulated investment company ("RIC") as ofJanuary 1, 2020 , under subchapter M of the Internal Revenue Code of 1986, as amended, on our timely filedU.S. Federal tax return for the 2020 tax year. To maintain our qualification as a RIC, we must, among other things, meet certain source of income and asset diversification requirements. As ofJune 30, 2022 , we believe we were in compliance with the RIC requirements. As a RIC, we generally will not be subject to corporate-levelU.S. federal income taxes on any net ordinary income or capital gains that we timely distribute to our shareholders as dividends. In connection with our RIC election, we paid a special dividend of$23.7 million , or approximately$1.62 per share, on the Corporation's common stock, par value$0.10 per shares (the "Common Stock"), in cash and stock to our shareholders onMay 11, 2020 , which distributed all of our accumulated earnings and profits since our inception through 2019. The total amount of cash distributed to all shareholders, as part of the special dividend, was limited to$4.8 million , or 20% of the total special dividend that was paid. The remaining 80% of the special dividend was paid using approximately 8.6 million shares of the Corporation's common stock.
In addition, to maintain our RIC status, 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.
The Board of Directors declared the following quarterly cash dividends during
the six months ended
Dividend/Share
Quarter Amount Record Date Payment Date
1st $0.15 March 14, 2022 March 28, 2022
2nd $0.15 June 1, 2022 June 15, 2022
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.
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SEC Exemptive Order
OnOctober 7, 2020 , the Corporation, RCM and certain of their affiliates received exemptive relief from theSEC to permit the Corporation to co-invest in portfolio companies with certain other funds, 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"). Pursuant to the Order, the Corporation is generally permitted to co-invest with affiliated funds if a "required majority" (as defined in Section 57(o) of the 1940 Act) of the Corporation's independent directors makes certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Corporation and its shareholders and do not involve overreaching in respect of the Corporation or its shareholders on the part of any person concerned; and (2) the transaction is consistent with the interests of the Corporation's shareholders and is consistent with the Corporation's investment objective and strategies. OnMarch 29, 2021 , theSEC approved a new exemptive relief order (the "New Order") reflecting the new organizational structure of RCM and its affiliates after the Adviser Change of Control. This New Order supersedes the Order and permits, subject to compliance with specified conditions, the Corporation to co-invest with funds managed by RCM and its affiliates under RCM's current ownership structure after the completion of the Adviser Change in Control.
COVID-19 Update
Since the outbreak of the COVID-19 pandemic, our investment adviser, RCM, has continued to engage in active discussions with the management teams of the companies within our portfolio regarding actions taken by those portfolio companies with respect to the safety and welfare of their employees. RCM has informed us about the impact of COVID-19 on the businesses of our portfolio companies, and the potential impact of disruptions in the supply chain, and the actions these portfolio companies have taken, and are taking, to adapt to changes in demand, both increased and decreased, depending upon the portfolio company. While we do not know what the ultimate long-term impact of the COVID -19 pandemic will be on our portfolio companies, RCM is actively monitoring our portfolio companies, their liquidity and operational status.
Critical Accounting Policies
We prepare our consolidated financial statements in accordance withUnited 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 endedDecember 31, 2021 under Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations." 41
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Financial Condition
Overview:
June 30, 2022 December 31, 2021 Decrease % Decrease
Total assets $ 60,987,335 $ 65,644,854 ($ 4,657,519 ) (7.1 %)
Total liabilities 3,323,151 4,899,438 (1,576,287 ) (32.2 %)
Net assets $ 57,664,184 $ 60,745,416 ($ 3,081,232 ) (5.1 %)
Net asset value per share (NAV) was
Cash approximated 2.1% of net assets at
During the second quarter of 2022, we entered into a new$25 million senior secured revolving credit facility (the "Credit Facility"), 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 ofJune 27, 2027 . 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%. There was no outstanding balance drawn on the Credit Facility atJune 30, 2022 . See "Note 6. Senior Secured Revolving Credit Facility" for additional information regarding the terms of our Credit Facility.
Composition of Our Investment Portfolio
Our financial condition is dependent on the success of our portfolio holdings. The following summarizes our investment portfolio at the dates indicated.
Increase % Increase
June 30, 2022 December 31, 2021 (Decrease) (Decrease)
Investments, at cost $ 52,486,717 $ 52,370,668 $ 116,049 0.2 %
Unrealized appreciation, net 6,512,056 11,697,794 (5,185,738 ) (44.3 %)
Investments, at fair value $ 58,998,773 $ 64,068,462 ($ 5,069,689 ) (7.9 %)
Our total investments at fair value, as determined by RCM and approved by our
Board of Directors, approximated 102% of net assets at June 30, 2022 as compared
to 106% of net assets at December 31, 2021 .
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 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.
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The change in investments during the six months endedJune 30, 2022 , at cost, is comprised of the following: Cost Increase (Decrease) New investments: Seybert's Billiards Corporation (Seybert's) $ 2,200,000 DSD Operating, LLC (DSD) 318,276 ITA Acquisition, LLC (ITA) 223,810 Total of new investments 2,742,086 Other changes to investments:Filterworks Acquisition USA, LLC (Filterworks) interest conversion
107,559
Seybert's OID amortization and interest conversion
48,118
Caitec, Inc. (Caitec) interest conversion 36,178 ITA interest conversion 34,701 DSD interest conversion 30,472Mattison Avenue Holdings, LLC (Mattison) interest conversion
18,341
HDI Acquisition LLC (Hilton Displays ) interest conversion
13,117
SciAps, Inc. (Sciaps) OID amortization
7,500
GoNoodle, Inc. (GoNoodle) interest conversion
7,110
Total of other changes to investments
303,096
Investments repaid, sold, liquidated or converted:
(22,841 )
ACV Auctions, Inc. (ACV) sale (34,440 )
Ares Capital Corporation (Ares) sale (76,320 )
GoNoodle debt repayment (90,175 )
FS KKR Capital Corp. (FS KKR) sale (94,380 )
Microcision LLC (Microcision) sale (110,000 )
Owl Rock Capital Corporation (Owl Rock) sale (347,067 )
Golub Capital BDC, Inc. (Golub) sale (403,910 )
SocialFlow, Inc. (Social Flow) exit (1,750,000 )
Total of investments repaid, sold, liquidated or converted
(2,929,133 )
Net change in investments, at cost $ 116,049 Results of Operations Comparison of the three months endedJune 30, 2022 to the three months endedJune 30, 2021 Investment Income Three months Three months % ended ended Increase Increase June 30, 2022 June 30, 2021
(Decrease) (Decrease)
Interest from portfolio companies
56.5 %
Interest from other investments 1 243 (242 ) (99.6 %)
Dividend and other investment income 316,520 137,047 179,473 131.0 %
Fee income 31,829 31,541 288 0.9 %
Total investment income $ 1,353,182 $ 811,037 $ 542,145 66.8 %
The total investment income during the three months ended
Interest from portfolio companies - Interest from portfolio companies was approximately 57% higher during the three months endedJune 30, 2022 versus the same period in 2021 due to the fact that we originated more interest yielding investments during the last year. The new debt instruments were originated fromApplied Image, Inc. (Applied Image),BMP Swanson Holdco, LLC (Swanson),Caitec, Inc. (Caitec),DSD Operating, LLC (DSD),ITA Acquisition, LLC (ITA),Nailbiter Inc. (Nailbiter) and Seybert'sBilliards Corporation (Seybert's).
Interest from other investments - The decrease in interest from other
investments is due to lower cash balances during the three months ended
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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
June 30, 2022 June 30, 2021
Carolina Skiff LLC (Carolina Skiff) $ 189,660 $ -
Carlye Secured Lending, Inc.
(Carlyle) 34,400 30,960
FS KKR 32,640 32,400
PennantPark Investment Corporation
(PennantPark) 28,275 23,400
Tilson Technology Management Inc.
(Tilson) 13,125 13,125
Barings BDC, Inc. (Barings) 9,600 8,000
Ares Capital Corporation (Ares) 8,820 10,800
Owl Rock Capital Corporation (Owl
Rock) - 9,300
Golub Capital BDC, Inc. (Golub) - 9,062
Total dividend and other investment
income $ 316,520 $ 137,047
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 $31,829 and
$17,445 for the three months ended June 30, 2022 and 2021, respectively. There
were $14,096 in board fees earned for the three months ended June 30, 2021 and
there were no board fees earned for the three months ended June 30, 2022 .
Expenses
Three months Three months
ended ended
June 30, 2022 June 30, 2021 Decrease % Decrease
Total expenses ($ 96,198 ) $ 1,619,958 ($ 1,716,156 ) (105.9 %)
The decrease in total expenses during the three months ended June 30, 2022
versus the same period in 2021 was primarily due to a $1,723,000 decrease in the
capital gains incentive fees and a $104,190 decrease in interest expense. The
decrease in capital gains incentive fees during the three months ended June 30,
2022 is due to the decrease in unrealized appreciation on our publicly traded
securities. The Investment Management Agreement with RCM does not consider
unrealized gains in calculating the amount of the capital gains incentive fee
payable under that agreement. However, as required by GAAP, we must accrue
capital gains incentive fees including unrealized gains. Our capital gains
incentive fee accrual, on our Consolidated Statement of Financial Position,
reflects the capital gains incentive fees that would be payable to RCM if our
entire investment portfolio was liquidated at its fair value as of the balance
sheet date even though RCM is not entitled to be paid a capital gains incentive
fee with respect to unrealized gains unless and until such gains are actually
realized.
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During the fourth quarter of 2021, we repaid, in full, our$11,000,000 of outstanding SBA debentures, using cash on hand. Therefore, we did not incur any interest expense during the three months endedJune 30, 2022 , while we incurred$104,190 during the same period in 2021. The base management fee, payable to RCM, increased 8%, or$17,860 , during the three months endedJune 30, 2022 versus the same period in 2021 because we deployed more cash into investments.
Net Investment Income (Loss)
The net investment income (loss) for the three months ended
Realized Gain on Investments
Three months ended Three months ended
June 30, 2022 June 30, 2021 Change
Realized gain on investments
before income taxes $ 1,540,143 $
1,817,350 (
During the three months endedJune 30, 2022 , we sold our investment in 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 Auctions, Inc. (ACV) during the three months endedJune 30, 2022 . ACV trades on the Nasdaq Global Select Market under the symbol "ACVA". As ofJune 30, 2022 , we owned 319,934 shares of Class A common stock of ACV. In addition, during the three months endedJune 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 onSocialFlow Inc. (Social Flow) after an escrow adjustment. We recognized a realized loss of$22,841 onNew Monarch Machine Tool, Inc. (New Monarch), when the company commenced bankruptcy proceedings.
During the three months ended
Change in Unrealized Appreciation (Depreciation) of Investments
Three months ended Three months ended
June 30, 2022 June 30, 2021 Change
Change in unrealized
appreciation (depreciation)
of investments before income
taxes ($ 4,854,669 ) $
3,495,322 (
The change in net unrealized appreciation (depreciation), before income taxes,
for the three months ended
Three months ended
June 30, 2022 Microcision LLC (Microcision) $
25,000
New Monarch Machine Tool, Inc. (New Monarch)
22,841
Barings BDC, Inc. (Barings) (39,200 ) Ares Capital Corporation (Ares) (62,650 ) Golub Capital BDC, Inc. (Golub) (71,507 ) Owl Rock Capital Corporation (Owl Rock)
(98,933 ) Carlyle Secured Lending Inc. (Carlyle) (formerly TCG BDC, Inc.)
(144,767 )
FS KKR Capital Corp. (FS KKR) (168,960 )
PennantPark Investment Corporation (Pennantpark) (308,750 )
ACV Auctions, Inc. (ACV) (4,007,743 )
Total change in net unrealized appreciation (depreciation) of investments before income taxes ($ 4,854,669 ) 45
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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
The change in unrealized appreciation (depreciation), before income taxes, for
the three months ended
Three months ended
June 30 ,
2021
Open Exchange, Inc. (Open Exchange) $
4,918,061
PennantPark Investment Corporation (Pennantpark) 215,800 FS KKR Capital Corp. (FS KKR) 89,100 Barings BDC, Inc. (Barings) 27,733 Ares Capital Corporation (Ares)
22,860
Golub Capital BDC, Inc. (Golub)
22,605
Owl Rock Capital Corporation (Owl Rock)
14,100
PostProcess Technologies, Inc. (Post Process) (122,728 ) ACV Auctions, Inc. (ACV)
(1,692,209 )
Total change in net unrealized appreciation (depreciation) of investments before income taxes $
3,495,322
Ares, Barings, 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.
ACV completed an Initial Public Offering (IPO) at a price of$25.00 per share onMarch 23, 2021 , and trades on the NASDAQ Global Select market under the symbol "ACVA". AtJune 30, 2021 , we held 442,935 shares of restricted Class B common stock and 147,645 shares of unrestricted Class A common stock. The Class A stock was valued using the three-day average closing price of$24.85 . The Class B common stock was also valued using the three-day average closing price and was discounted due to trading restrictions on the Corporation's Class B common stock, which subsequently expired onSeptember 20, 2021 . The Corporation valued its 442,935 restricted Class B common shares at$23.61 per share atJune 30, 2021 . In accordance with the Corporation's valuation policy, we increased the value of our investment in Open Exchange based on a significant equity financing by new non-strategic outside investors that had a higher valuation for this portfolio company. The valuation of our investment in Post Process, during the three months endedJune 30, 2021 , was decreased after a review of their operations and financial condition. All of these valuation adjustments resulted from a review by RCM management, which was subsequently approve by our Board of Directors, using the guidance set forth by ASC 820 and our established valuation policy.
Net (Decrease) Increase in Net Assets from Operations
The net (decrease) increase in net assets from operations on our consolidated statements of operations for the three months endedJune 30, 2022 and 2021 was ($1,896,389 ) and$4,500,834 , respectively. 46
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Comparison of the six months endedJune 30, 2022 to the six months endedJune 30, 2021 Investment Income Six months Six months % ended ended Increase Increase June 30, 2022 June 30, 2021 (Decrease) (Decrease) Interest from portfolio companies$ 1,916,971 $ 1,352,968 $ 564,003 41.7 % Interest from other investments 1 12,870 (12,869 ) (100.0 %) Dividend and other investment income 489,510 383,716 105,794 27.6 % Fee income 71,448 77,875 (6,427 ) (8.3 %) Total investment income$ 2,477,930 $ 1,827,429 $ 650,501 35.6 %
The total investment income during the six months ended
Interest from portfolio companies - Interest from portfolio companies was approximately 42% higher during the six months endedJune 30, 2022 versus the same period in 2021 due to the fact that we originated more interest yielding investments during the last 12 to 18 months. The new debt instruments were originated fromApplied Image, Inc. (Applied Image),BMP Swanson Holdco, LLC (Swanson),Caitec, Inc. (Caitec),DSD Operating, LLC (DSD),ITA Acquisition, LLC (ITA),Nailbiter Inc. (Nailbiter) and Seybert'sBilliards Corporation (Seybert's).
Interest from other investments - The decrease in interest from other
investments is due to lower cash balances during the six months ended
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
June 30, 2022 June 30, 2021 81,801 Carlyle 68,800 62,780 FS KKR 62,880 64,800 Pennantpark 55,575 46,800 Tilson 26,250 26,250 Barings 18,800 15,600 Ares 18,270 21,600 Golub 9,375 18,125 Owl Rock 9,300 18,600 Apollo - 27,360
Total dividend and other investment income $ 489,510 $
383,716
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."
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The income associated with the amortization of financing fees was
In addition, during the six months endedJune 30, 2022 , we recognized a one-time loan monitoring fee of$10,000 from our investment in Seybert's. During the six months endedJune 30, 2021 , we recognized a one-time fee of$30,000 in conjunction with the repayment of the Microcision loan instrument.
There were no board fees earned during the six months ended
Expenses
Six months Six months
ended ended
June 30, 2022 June 30, 2021 Decrease % Decrease
Total expenses $ 249,180 $ 4,785,621 ($ 4,536,441 ) (94.8 %)
The decrease in total expenses during the six months ended
The decrease in capital gains incentive fees is due to an adjustment of the capital gains incentive fees accrual during the six months endedJune 30, 2022 based on valuation changes within our portfolio companies. The Investment Management Agreement with RCM does not consider unrealized gains in calculating the amount of the capital gains incentive fee payable under that agreement. However, as required by GAAP, we must accrue capital gains incentive fees including unrealized gains. Our capital gains incentive fee accrual, on our Consolidated Statement of Financial Position, reflects the capital gains incentive fees that would be payable to RCM if our entire investment portfolio was liquidated at its fair value as of the balance sheet date even though RCM is not entitled to be paid a capital gains incentive fee with respect to unrealized gains unless and until such gains are actually realized. During the fourth quarter of 2021, we repaid, in full, our$11,000,000 of outstanding SBA debentures, using cash on hand. Therefore, we did not incur any interest expense during the six months endedJune 30, 2022 , while we incurred$208,380 during the same period in 2021. These decreases are offset by increases in our base management fees and professional fees. The base management fee, payable to RCM, increased 21%, or$82,526 , during the six months endedJune 30, 2022 versus the same period in 2021 because, as we deploy more cash into investments, the base management fee payable to RCM increases accordingly. Professional fees increased 56%, or$159,097 , during the six months endedJune 30, 2022 versus the same period in 2021 because we incurred increased fees associated with the complex regulatory environment in which we operate.
Net Investment Income (Loss)
The net investment income (loss) for the six months ended
Realized Gain on Investments
Six months ended Six months ended
June 30, 2022 June 30, 2021 Change
Realized gain on investments before
income taxes $ 688,672 $ 2,128,105 ($ 1,439,433 )
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During the six months endedJune 30, 2022 , we sold our investment in Social Flow and recognized a realized loss of ($1,481,498 ). Additionally, during the six months endedJune 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 inNew Monarch Machine Tool, Inc. (New Monarch), when the company commenced bankruptcy proceedings. We recognized a realized gain on the receipt of$38,881 fromClearView Social, Inc. (Clearview Social), an investment we exited during 2021. We recognized a net realized gain of$1,701,446 on the sale of 123,000 shares of Class A common stock of ACV Auctions, Inc. (ACV), during the six months endedJune 30, 2022 . ACV trades on the NASDAQ Global Select Market under the symbol "ACVA". AtJune 30, 2022 , we owned 319,934 shares of Class A common stock of ACV. In addition, during the six months endedJune 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). During the six months endedJune 30, 2021 , we sold our investment in Givegab and recognized a gain of$1,817,350 and sold our shares in Apollo Investment Corporation and recognized a gain of approximately$175,000 . In addition, we sold our investment in Clearview Social and realized an approximately$135,000 gain. The realized gain from the sale of our investment in Clearview Social included$35,766 that was held in escrow and was received during the six months endedJune 30, 2022 .
Change in Unrealized Appreciation (Depreciation) of Investments
Six months ended Six months ended
June 30, 2022 June 30, 2021 Change
Change in unrealized appreciation
(depreciation) of investments
before income taxes ($ 5,185,738 ) $
13,382,354 (
The change in net unrealized appreciation (depreciation), before income taxes,
for the six months ended
Six months ended
June 30 ,
2022
SocialFlow, Inc. (Social Flow) $
1,628,000
Microcision LLC (Microcision)
25,000
New Monarch Machine Tool, Inc. (New Monarch)
22,841
Barings BDC, Inc. (Barings)
(62,533 ) Carlyle Secured Lending Inc. (Carlyle) (formerly TCG BDC, Inc.)
(76,253 )
Golub Capital BDC, Inc. (Golub) (77,653 )
Owl Rock Capital Corporation (Owl Rock) (80,533 )
FS KKR Capital Corp. (FS KKR) (106,220 )
Ares Capital Corporation (Ares) (113,680 )
PennantPark Investment Corporation (Pennantpark) (138,450 )
ACV Auctions, Inc. (ACV) (6,206,257 )
Total change in net unrealized appreciation (depreciation) of investments before income taxes ($ 5,185,738 ) 49
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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 Social Flow, Golub and Owl Rock during the six months
ended
The change in net unrealized appreciation, before income taxes, for the six
months ended
Six months ended
June 30, 2021
ACV $ 7,595,646
Open Exchange 4,918,061
Pennantpark 319,251
FS KKR 231,105
Carlyle 209,240
Ares 77,760
Barings 60,267
Owl Rock 52,200
Golub 49,168
Apollo (7,616 )
Post Process (122,728 )
Total change in net unrealized appreciation of investments
before income taxes $ 13,382,354
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. We
sold our Apollo shares during the six months ended June 30, 2021 .
ACV completed an Initial Public Offering (IPO) at a price of $25.00 per share on
March 23, 2021 , and trades on the NASDAQ Global Select market under the symbol
"ACVA". At June 20, 2021 , we held 442,935 shares of restricted Class B common
stock and 147,645 shares of unrestricted Class A common stock. The Class A
common stock was valued using a three-day average trading price. The Class B
common shares were valued using a three-day average trading price that was
discounted due to trading restrictions on the Corporation's Class B common
stock. The Corporation valued its 442,935 restricted Class B common shares at
$23.61 per share at June 30, 2021 .
In accordance with our valuation policy, we increased the value of our
investment in Open Exchange based on a significant equity financing by new
non-strategic outside investors that had a higher valuation for this portfolio
company. The valuation of our investment in Post Process was decreased after a
review of their operations and financial condition.
All of these valuation adjustments resulted from a review by RCM management,
which was subsequently approve by our Board of Directors, using the guidance set
forth by ASC 820 and our established valuation policy.
Net (Decrease) Increase in Net Assets from Operations
The net (decrease) increase in net assets from operations on our consolidated statements of operations for the six months endedJune 30, 2022 and 2021 was ($2,306,926 ) and$12,531,593 , respectively. 50
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Liquidity and Capital Resources
Liquidity is a measure of our ability to meet anticipated cash requirements, fund new and follow-onportfolio investments, pay distributions to our shareholders and respond to other general business demands. As ofJune 30, 2022 , our total liquidity consisted of approximately$1,189,000 in cash. In addition, we hold publicly traded equity securities of several BDCs and ACV Auctions, which are available for future liquidity requirements. During the second quarter of 2022, we entered into a new$25 million Credit Facility. The amount we can borrow, at any given time, under the Credit Facility is tied to a borrowing base, which is measured as (i) 75% of the aggregate sum of the fair market values of the publicly traded equity securities we hold (other than shares of ACV Auctions) plus (ii) the least of (a) 75% of the fair market value of the shares of ACV Auctions we hold, (b)$6.25 million and (c) 25% of the aggregate borrowing base availability for the Credit Facility at any date of determination plus (iii) 50% of the aggregate sum of the fair market values of eligible private loans we hold that meet specified criteria plus (iv) the lesser of (a) 50% of the aggregate sum of the fair market values of unsecured private loans we hold that meet specified criteria and (b)$1.25 million minus (v) such reserves as the Lender may establish from time to time in its sole discretion. The Credit Facility has a maturity date ofJune 27, 2027 . As ofJune 30, 2022 , under the borrowing base formula described above, we could have borrowed approximately$21.0 million under the Credit Facility. 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%. 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 TangibleNet 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 3:00:1:00, 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 2:50:1:00, which is measured quarterly on a trailing twelve-months basis. There was no outstanding balance drawn on the Credit Facility atJune 30, 2022 . See "Note 6. Senior Secured Revolving Credit Facility" on our Consolidated Statement of Financial Position for additional information regarding the terms of our Credit Facility. For the six months endedJune 30, 2022 , we experienced a net increase in cash of approximately$355,000 , which is a net effect of approximately$1,129,000 of cash provided in our operating activities and approximately$774,000 used in our financing activities. We anticipate that we will continue to fund our investment activities through cash, cash flows 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. 51
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Our ongoing liquidity is tied to the performance of our portfolio companies and, as such, it may be affected going forward based on the impact of the COVID-19 pandemic and its lasting impact on the capital markets, our portfolio companies, and theU.S. economy in general.
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