Item 1. Financial Statements
ITEM 1.FINANCIAL STATEMENTS
MILL CITY VENTURES III, LTD.
CONDENSED BALANCE SHEETS
September 30, 2021
(unaudited)
December 31, 2020
ASSETS
Investments, at fair value:
$
11,057,453
$
6,667,897
Non-control/non-affiliate investments (cost: $ 10,562,451 and $ 4,968,576 respectively)
Cash
3,594,508
5,440,579
Note receivable
250,000
250,000
Prepaid expenses
128,682
43,838
Receivable for sale of investments
60,080
19,313
Interest and dividend receivables
471,340
65,911
Right-of-use lease asset
9,661
23,345
Total Assets
$
15,571,724
$
12,510,883
LIABILITIES
Accounts payable
$
27,616
$
32,917
Dividend payable
1,079,041
539,296
Payable for purchase of investments
30,689
—
Lease liability
10,843
26,061
Accrued income tax expense
1,141,700
13,722
Deferred taxes
141,000
258,000
Total Liabilities
2,430,889
869,996
Commitments and Contingencies
SHAREHOLDERS EQUITY (NET ASSETS)
Common stock, par value $ 0.001 per share ( 250,000,000 authorized; 10,790,413 and 10,785,913 outstanding)
10,790
10,786
Additional paid-in capital
10,694,163
10,673,014
Accumulated deficit
( 1,159,665 )
( 1,159,665 )
Accumulated undistributed investment loss
( 2,181,001 )
( 2,124,419 )
Accumulated undistributed net realized gains on investment transactions
5,281,546
2,541,850
Net unrealized appreciation in value of investments
495,002
1,699,321
Total Shareholders' Equity (Net Assets)
13,140,835
11,640,887
Total Liabilities and Shareholders' Equity
$
15,571,724
$
12,510,883
Net Asset Value Per Common Share
$
1.22
$
1.08
See accompanying Notes to Financial Statements
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MILL CITY VENTURES III, LTD.
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended
Nine Months Ended
September 30,
September 30,
September 30,
September 30,
2021
2020
2021
2020
Investment Income
Interest income
$
755,601
$
285,338
$
1,977,992
$
740,008
Dividend income
—
1,696
—
15,461
Total Investment Income
755,601
287,034
1,977,992
755,469
Operating Expenses
Professional fees
79,950
58,719
300,297
133,016
Payroll
80,840
58,191
468,266
174,768
Insurance
27,890
20,672
80,023
61,793
Occupancy
16,689
16,562
49,716
49,693
Director's fees
30,000
22,500
90,000
67,500
Depreciation and amortization
—
643
—
1,930
Other general and administrative
4,213
3,659
35,294
11,548
Total Operating Expenses
239,582
180,946
1,023,596
500,248
Net Investment Gain
516,019
106,088
954,396
255,221
Realized and Unrealized Gain (Loss) on Investments
Net realized gain on investments
289,138
335,440
3,818,737
535,164
Net change in unrealized appreciation (depreciation) on investments
( 774,169 )
141,816
( 1,204,319 )
104,411
Net Realized and Unrealized Gain (Loss) on Investments
( 485,031 )
477,256
2,614,418
639,575
Net Increase in Net Assets Resulting from Operations Before Taxes
30,988
583,344
3,568,814
894,796
Provision For (Benefit From) Income Taxes
( 300 )
—
1,010,978
—
Net Increase (Decrease) in Net Assets Resulting from Operations
$
31,288
$
583,344
$
2,557,836
$
894,796
Net Increase in Net Assets Resulting from Operations per share:
Basic and diluted
$
0.00
$
0.05
$
0.24
$
0.08
Weighted-average number of common shares outstanding - basic and diluted
10,790,413
10,696,735
10,788,918
10,881,382
See accompanying Notes to Financial Statements
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MILL CITY VENTURES III, LTD.
CONDENSED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)
Accumulated
Net Unrealized
Accumulated
Undistributed
Appreciation
Additional
Undistributed
Net Realized Gain
(Depreciation)
Total
Common
Par
Paid In
Accumulated
Net Investment
on Investments
in value of
Shareholders'
Three Months Ended September 30, 2021
Shares
Value
Capital
Deficit
Loss
Transactions
Investments
Equity
Balance as of June 30, 2021
10,790,413
$
10,790
$
10,694,163
$
( 1,159,665 )
$
( 2,697,320 )
$
6,071,449
$
1,269,171
$
14,188,588
Dividend Declared
—
—
—
—
—
( 1,079,041 )
—
( 1,079,041 )
Undistributed net investment gain
—
—
—
—
516,319
—
—
516,319
Undistributed net realized gain on investment transactions
—
—
—
—
—
289,138
—
289,138
Depreciation in value of investments
—
—
—
—
—
—
( 774,169 )
( 774,169 )
Balance as of September 30, 2021
10,790,413
$
10,790
$
10,694,163
$
( 1,159,665 )
$
( 2,181,001 )
$
5,281,546
$
495,002
$
13,140,835
Accumulated
Net Unrealized
Accumulated
Undistributed
Appreciation
Additional
Undistributed
Net Realized Gain
(Depreciation)
Total
Common
Paid In
Accumulated
Net Investment
on Investments
in value of
Shareholders'
Three Months Ended September 30, 2020
Shares
Par Value
Capital
Deficit
Loss
Transactions
Investments
Equity
Balance as of June 30, 2020
10,696,735
$
10,696
$
10,616,757
$
( 1,159,665 )
$
( 2,248,732 )
$
3,275,540
$
( 272,878 )
$
10,221,718
Undistributed net investment gain
—
—
—
—
106,088
—
—
106,088
Undistributed net realized gain on investment transactions
—
—
—
—
—
335,440
—
335,440
Appreciation in value of investments
—
—
—
—
—
—
141,816
141,816
Balance as of September 30, 2020
10,696,735
$
10,696
$
10,616,757
$
( 1,159,665 )
$
( 2,142,644 )
$
3,610,980
$
( 131,062 )
$
10,805,062
Accumulated
Net
Accumulated
Undistributed
Unrealized
Additional
Undistributed
Net Realized Gain
Appreciation
Total
Common
Paid In
Accumulated
Net Investment
on Investments
in value of
Shareholders'
Nine Months Ended September 30, 2021
Shares
Par Value
Capital
Deficit
Loss
Transactions
Investments
Equity
Balance as of December 31, 2020
10,785,913
$
10,786
$
10,673,014
$
( 1,159,665 )
$
( 2,124,419 )
$
2,541,850
$
1,699,321
$
11,640,887
Common shares issued in consideration for expense payment
4,500
4
21,149
—
—
—
—
21,153
Dividend declared
—
—
—
—
—
( 1,079,041 )
—
( 1,079,041 )
Undistributed net investment loss
—
—
—
—
( 56,582 )
—
—
( 56,582 )
Undistributed net realized gain on investment transactions
—
—
—
—
—
3,818,737
—
3,818,737
Depreciation in value of investments
—
—
—
—
—
—
( 1,204,319 )
( 1,204,319 )
Balance as of September 30, 2021
10,790,413
$
10,790
$
10,694,163
$
( 1,159,665 )
$
( 2,181,001 )
$
5,281,546
$
495,002
$
13,140,835
Accumulated
Accumulated
Undistributed
Net Unrealized
Additional
Undistributed
Net Realized Gain
Appreciation
Total
Common
Paid In
Accumulated
Net Investment
on Investments
in value
Shareholders'
Nine Months Ended September 30, 2020
Shares
Par Value
Capital
Deficit
Loss
Transactions
of Investments
Equity
Balance as of December 31, 2019
11,067,402
$
11,067
$
10,774,653
$
( 1,159,665 )
$
( 2,397,865 )
$
3,075,816
$
( 235,473 )
$
10,068,533
Repurchase of shares
( 370,667 )
( 371 )
( 157,896 )
—
—
—
—
( 158,267 )
Undistributed net investment gain
—
—
—
—
255,221
—
—
255,221
Undistributed net realized gain on investment transactions
—
—
—
—
—
535,164
—
535,164
Appreciation in value of investments
—
—
—
—
—
—
104,411
104,411
Balance as of September 30, 2020
10,696,735
$
10,696
$
10,616,757
$
( 1,159,665 )
$
( 2,142,644 )
$
3,610,980
$
( 131,062 )
$
10,805,062
See accompanying Notes to Financial Statements
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MILL CITY VENTURES III, LTD.
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended
September 30, 2021
September 30, 2020
Cash flows from operating activities:
Net increase in net assets resulting from operations
$
2,557,836
$
894,796
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
Net change in unrealized appreciation on investments
1,204,319
( 104,411 )
Net realized gain on investments
( 3,818,737 )
( 535,164 )
Purchases of investments
( 18,133,352 )
( 7,655,802 )
Proceeds from sales of investments
16,363,964
1,858,011
Depreciation & amortization expense
—
1,930
Income taxes payable
1,010,978
—
Common shares issued as consideration for expense payment
15,403
—
Changes in operating assets and liabilities:
Prepaid expenses and other assets
( 71,160 )
( 6,409 )
Interest and dividends receivable
( 405,429 )
( 100,223 )
Receivable for investment sales
( 40,767 )
( 127,679 )
Payable for investment purchase
30,689
—
Accounts payable and other liabilities
( 20,519 )
( 13,049 )
Net cash used in operating activities
( 1,306,775 )
( 5,788,000 )
Cash flows from financing activities:
Payments for repurchase of common stock
—
( 158,267 )
Payments for common stock dividend
( 539,296 )
—
Net cash used by financing activities
( 539,296 )
( 158,267 )
Net decrease in cash
( 1,846,071 )
( 5,946,267 )
Cash, beginning of period
5,440,579
8,066,656
Cash, end of period
$
3,594,508
$
2,120,389
Non-cash financing activities:
Common shares issued as consideration for investment
$
5,750
$
—
Dividend declared to common stock shareholders
1,079,041
—
See accompanying Notes to Financial Statements
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MILL CITY VENTURES III, LTD.
CONDENSED SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2021
Percentage
of Net
Investment / Industry
Cost
Fair Value
Assets
Short-Term Non-banking Loans
Consumer - 15% secured loans
AirDog Supplies, Inc.
$
1,250,000
$
1,250,000
9.51
%
Consumer - 20% secured loans
400,000
400,000
3.04
%
Financial - 44% secured loans
Benton Financial, LLC
2,082,000
2,082,000
15.84
%
Financial - 40% secured loans
Benton Financial, LLC
1,753,333
1,753,333
13.34
%
Financial - 12% secured loans
500,000
500,000
3.80
%
Litigation Financing - 23% secured loans
The Cross Law Firm, LLC
1,805,750
1,800,000
13.70
%
Real Estate - 15% secured loans
600,000
600,000
4.57
%
Alatus Development, LLC
1,250,000
1,250,000
9.51
%
Total Short-Term Non-Banking Loans
9,641,083
9,635,333
73.31
%
Common Stock
Consumer
140,000
492,000
3.74
%
Financial Services
30,689
30,120
0.23
%
Total Common Stock
170,689
522,120
3.97
%
Preferred Stock
Information Technology
150,000
300,000
2.28
%
Warrants
Healthcare
679
—
0.00
%
Other Equity
Financial
600,000
600,000
4.57
%
Total Investments
$
10,562,451
$
11,057,453
84.13
%
Total Cash
3,594,508
3,594,508
27.35
%
Total Investments and Cash
$
14,156,959
$
14,651,961
111.48
%
See accompanying Notes to the Financial Statements
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MILL CITY VENTURES III, LTD.
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2020
Percentage
of Net
Investment / Industry
Cost
Fair Value
Assets
Short-Term Non-banking Loans
Consumer - 20% secured loans
$
400,000
$
400,000
3.44
%
Financial - 44% secured loans
400,000
400,000
3.44
%
Financial - 36% secured loans
500,000
500,000
4.30
%
Real Estate - 15% secured loans
Alatus Development, LLC
1,250,000
1,250,000
10.74
%
Other
239,000
239,000
2.05
%
Total Short-Term Non-Banking Loans
2,789,000
2,789,000
23.97
%
Common Stock
Consumer
Ammo, Inc.
1,750,000
3,300,000
28.34
%
Preferred Stock
Information Technology
150,000
300,000
2.58
%
Warrants
Healthcare
679
—
0.00
%
Other Equity
Leisure & Hospitality
278,897
278,897
2.40
%
Total Investments
$
4,968,576
$
6,667,897
57.30
%
Total Cash
5,440,579
5,440,579
46.74
%
Total Investments and Cash
$
10,409,155
$
12,108,476
104.04
%
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NOTE 1 – ORGANIZATION
In this report, we generally refer to Mill City Ventures III, Ltd. in the first person “we.” On occasion, we refer to our company in the third person as “Mill City Ventures” or the “Company.” The Company follows accounting and reporting guidance in Accounting Standards (“ASC”) 946.
We were incorporated in Minnesota in January 2006. Until December 13, 2012, we were a development-stage company that focused on promoting and placing a proprietary poker game online and into casinos and entertainment facilities nationwide. In 2013, we elected to become a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). We operated as a BDC until we withdrew our BDC election on December 27, 2019. As of the time of this filing, we remain a public reporting company that files periodic reports with the SEC. We primarily offer short-term specialty finance solutions to private businesses, small-cap public companies and high-net-worth individuals. To avoid regulation under the 1940 Act, we generally seek to structure our investments so they do not constitute “investment securities” for purposes of federal securities law, and we monitor our investments as a whole to ensure that no more than 40 % of our total assets may consist of investment securities.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation : The accompanying unaudited condensed financial statements of Mill City Ventures have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (GAAP) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the quarter ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.
The condensed balance sheet as of December 31, 2020 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. For further information, refer to the financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020.
Use of estimates: The preparation of financial statements in conformity with GAAP requires management and our Board of Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Actual results could differ from those estimates, and the differences could be material. For more information, see the “Valuation of portfolio investments” caption below, and “Note 4 – Fair Value of Financial Instruments” below. The Company is an investment company following accounting and reporting guidance in ASC 946.
Cash deposits: We maintain our cash balances in financial institutions and with regulated financial investment brokers. Cash on deposit in excess of FDIC and similar coverage is subject to the usual banking risk of funds in excess of those limits.
Valuation of investments: We carry our investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), issued by the Financial Accounting Standards Board (“FASB”), which defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. Fair value is generally based on quoted market prices provided by independent pricing services, broker or dealer quotations, or alternative price sources. In the absence of quoted market prices, broker or dealer quotations, or alternative price sources, investments are measured at fair value as determined by our Board of Directors, or by the Valuation Committee of our Board of Directors, based on, among other things, the input of our executive management, the Audit Committee of our Board of Directors, and any independent third-party valuation experts that may be engaged by management to assist in the valuation of our investments, but in all cases consistent with our written valuation policies and procedures.
Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. In addition, such investments are generally less liquid than publicly traded securities. If we were required to liquidate an investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it.
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Accounting guidance establishes a hierarchal disclosure framework that prioritizes and ranks the level of market price observability of inputs used in measuring investments at fair value. Observable inputs must be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability based upon the best information available. Assets and liabilities measured at fair value are to be categorized into one of the three hierarchy levels based on the relative observability of inputs used in the valuation. The three levels are defined as follows:
● Level 1: Observable inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities.
● Level 2: Observable inputs based on quoted prices for similar assets and liabilities in active markets, or quoted prices for identical assets and liabilities in inactive markets.
● Level 3: Unobservable inputs that reflect an entity’s own assumptions about what inputs a market participant would use in pricing the asset or liability based on the best information available in the circumstances.
Our valuation policy and procedures : Under our valuation policies and procedures, we evaluate the source of inputs, including any markets in which our investments are trading, and then apply the resulting information in determining fair value. For our Level 1 investment assets, our valuation policy generally requires us to use a market approach, considering the last quoted closing price of a security we own that is listed on a securities exchange, and in a case where a security we own is listed on an over-the-counter market, to average the last quoted bid and ask price on the most active market on which the security is quoted. In the case of traded debt securities the prices for which are not readily available, we may value those securities using a present value approach, at their weighted-average yield to maturity.
The estimated fair value of our Level 3 investment assets is determined on a quarterly basis by our Board of Directors, pursuant to our written Valuation Policy and Procedures. These policies and procedures generally require that we value our Level 3 equity investments at fair market value, unless circumstances warrant a different approach. Our Valuation Policy and Procedures provide examples of these circumstances, such as when a company in which we have invested has engaged in a subsequent financing of more than a de minimis size involving sophisticated investors (in which case we may use the price involved in that financing as a determinative input absent other known factors), or when a company is engaged in the process of a transaction that we determine is reasonably likely to occur (in which case we may use the price involved in the pending transaction as a determinative input absent other known factors). Other situations identified in our Valuation Policy and Procedures that may serve as input supporting a change in the valuation of our Level 3 equity investments include (i) a third-party valuation conducted by an independent and qualified professional, (ii) changes in the performance of long-term financial prospects of the company, (iii) a subsequent financing that changes the distribution rights associated with the equity security we hold, or (iv) sale transactions involving comparable companies, but only if further supported by a third-party valuation conducted by an independent and qualified professional.
When valuing preferred equity investments, we generally view intrinsic value as a key input. Intrinsic value means the value of any conversion feature (if the preferred investment is convertible) or the value of any liquidation or other preference. Discounts to intrinsic value may be applied in cases where the issuer’s financial condition is impaired or, in cases where intrinsic value relating to a conversion is determined to be a key input, to account for resale restrictions applicable to the securities issuable upon conversion.
When valuing warrants, our Valuation Policy and Procedures indicate that value will generally be the difference between closing price of the underlying equity security and the exercise price, after applying an appropriate discount for restriction, if applicable, in situations where the underlying security is marketable. If the underlying security is not marketable, then intrinsic value will be considered consistent with the principles described above. Generally, “out-of-the-money” warrants will be valued at cost or zero.
For non-traded (Level 3) debt and loan investments with a residual maturity less than or equal to 60 days, the value will generally be based on a present value approach, considering the straight-line amortized face value of the debt unless justification for impairment exists. The fair value for short-term non-banking loans is determined as the present value of future contractual cash flows discounted at an interest rate that reflects the risks inherent to those cash flows. The discount ranges from 12 % to 47 % and approximate rates currently observed in publicly traded debt markets for debt of similar terms to companies with comparable credit risk.
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On a quarterly basis, our management provides members of our Board of Directors with (i) valuation reports for each investment (which reports include our cost, the most recent prior valuation and any current proposed valuation, and an indication of the valuation methodology used, together with any other supporting materials); (ii) Mill City Ventures’ bank and other statements pertaining to our cash and cash equivalents; (iii) quarter- or period-end statements from our custodial firms holding any of our investments; and (iv) recommendations to change any existing valuations of our investments or hierarchy levels for purposes of determining the fair value of such investments based upon the foregoing. The board then discusses these materials and, consistent with the policies and approaches outlined above, makes final determinations respecting the valuation and hierarchy levels of our investments.
We made no changes to our Valuation Policy and Procedures during the reporting period other than to have our entire Board of Directors involved in implementing and discharging those policies and procedures.
Income taxes:
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amount and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine we would be able to realize our deferred income tax assets in the future in excess of their recorded amount, we would make an adjustment to the valuation allowance, which would reduce the provision for income taxes.
We file income tax returns in the U.S. Federal jurisdiction and various state jurisdictions. The Company does not believe there will be any material changes in its unrecognized tax positions over the next 12 months. Our evaluation was performed for the tax years ended December 31, 2017 through 2020, which are the tax years that remain subject to examination by major tax jurisdictions as of September 30, 2021.
Revenue recognition : Realized gains or losses on the sale of investments are calculated using the specific investment method.
Interest income, adjusted for amortization of premiums and accretion of discounts, is recorded on an accrual basis. Discounts from and premiums to par value on securities or other instruments purchased are accreted or amortized, as applicable, into interest income over the life of the related security using the effective-yield method. The amortized cost of investments represents the original cost, adjusted for the accretion of discounts and amortization of premiums, if any. Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more, or when there is reasonable doubt that principal or interest will be collected in full. Loan origination fees are recognized when loans are issued. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past-due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to the policy described above if a loan has sufficient collateral value and is in the process of collection.
Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by a company in which we have invested and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private companies or on the ex-dividend date for publicly traded companies.
Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal or stated value of the investment on the respective interest- or dividend-payment dates rather than being paid in cash, and generally becomes due at maturity or upon being repurchased by the issuer. PIK interest or dividends is recorded as interest or dividend income, as applicable. If at any point we believe that PIK interest or dividends is not expected be realized, the PIK-generating investment will be placed on non-accrual status. Accrued PIK interest or dividends are generally reversed through interest or dividend income, respectively, when an investment in placed on non-accrual status.
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Allocation of net gains and losses: All income, gains, losses, deductions and credits for any investment are allocated in a manner proportionate to the shares owned.
Recently adopted accounting pronouncements:
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes . ASU 2019-12 is intended to simplify accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years, which is fiscal 2021 for us, with early adoption permitted. The adoption of the ASU effective January 1, 2021 did not have a material impact on the Company’s financial statements.
NOTE 3 – INVESTMENTS
The following table shows the composition of our investments by major class, at amortized cost and fair value, as of September 30, 2021 (together with the corresponding percentage of the fair value of our total investments):
As of September 30, 2021
Investments at
Percentage of
Investments at
Percentage of
Amortized Cost
Amortized Cost
Fair Value
Fair Value
Short-term Non-banking Loans
$
9,641,083
91.3
%
$
9,635,333
87.1
%
Preferred Stock
150,000
1.4
300,000
2.7
Common Stock
170,689
1.6
522,120
4.7
Warrants
679
—
—
—
Other Equity
600,000
5.7
600,000
5.5
Total
$
10,562,451
100.0
%
$
11,057,453
100.0
%
The following table shows the composition of our investments by major class, at amortized cost and fair value, as of December 31, 2020 (together with the corresponding percentage of the fair value of our total investments):
As of December 31, 2020
Investments at
Percentage of
Investments at
Percentage of
Amortized Cost
Amortized Cost
Fair Value
Fair Value
Short-term Non-banking Loans
$
2,789,000
56.2
%
$
2,789,000
41.8
%
Preferred Stock
150,000
3.0
300,000
4.5
Common Stock
1,750,000
35.2
3,300,000
49.5
Warrants
679
—
—
—
Other Equity
278,897
5.6
278,897
4.2
Total
$
4,968,576
100.0
%
$
6,667,897
100.0
%
The following table shows the composition of our investments by industry grouping, based on fair value as of September 30, 2021:
Investments at
Percentage of
Fair Value
Fair Value
Consumer
$
2,142,000
19.4
%
Financial
6,765,453
61.2
Information Technology
300,000
2.7
Real Estate
1,850,000
16.7
—
—
Total
$
11,057,453
100.0
%
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The following table shows the composition of our investments by industry grouping, based on fair value as of December 31, 2020:
As of December 31, 2020
Investments at
Percentage of
Fair Value
Fair Value
Consumer
$
3,700,000
55.5
%
Financial
900,000
13.5
Information Technology
300,000
4.5
Leisure & Hospitality
278,897
4.2
Real Estate
1,489,000
22.3
Total
$
6,667,897
100.0
%
NOTE 4 – FAIR VALUE OF FINANCIAL INSTRUMENTS
Level 3 valuation information : Due to the inherent uncertainty in the valuation process, the estimate of the fair value of our investments as of September 30, 2021 may differ materially from values that would have been used had a readily available market for the securities or investments existed.
The following table presents the fair value measurements of our investments by major class, as of September 30, 2021, according to the fair value hierarchy:
As of September 30, 2021
Level 1
Level 2
Level 3
Total
Short-term Non-banking Loans
$
—
$
—
$
9,635,333
$
9,635,333
Preferred Stock
—
—
300,000
300,000
Common Stock
522,120
—
—
522,120
Warrants
—
—
—
—
Other Equity
—
—
600,000
600,000
Total
$
522,120
$
—
$
10,535,333
$
11,057,453
The following table presents the fair value measurements of our investments by major class, as of December 31, 2020, according to the fair value hierarchy:
As of December 31, 2020
Level 1
Level 2
Level 3
Total
Short-term Non-banking Loans
$
—
$
—
$
2,789,000
$
2,789,000
Preferred Stock
—
—
300,000
300,000
Common Stock
3,300,000
—
—
3,300,000
Warrants
—
—
—
—
Other Equity
—
—
278,897
278,897
Total
$
3,300,000
$
—
$
3,367,897
$
6,667,897
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The following table presents a reconciliation of the beginning and ending fair value balances for our Level 3 investment assets for the nine months ended September 30, 2021:
For the nine months ended September 30, 2021
ST
Non-banking
Preferred
Common
Loans
Stock
Stock
Warrants
Other Equity
Balance as of January 1, 2021
$
2,789,000
$
300,000
$
—
$
—
$
278,897
Net change in unrealized appreciation
—
—
—
—
—
Purchases and other adjustments to cost
17,365,333
—
—
—
600,000
Sales and redemptions
( 10,519,000 )
—
—
—
( 278,897 )
Net realized loss
—
—
—
—
—
Balance as of June 30, 2021
$
9,635,333
$
300,000
$
—
$
—
$
600,000
The net change in unrealized appreciation for the nine months ended September 30, 2021 attributable to Level 3 investments still held as of September 30, 2021 is $ 0 , and is included in net change in unrealized appreciation (depreciation) on investments on the statement of operations.
The following table lists our Level 3 investments held as of September 30, 2021 and the unobservable inputs used to determine their valuation:
Security Type
9/30/21 FMV
Valuation Technique
Unobservable Inputs
Range
ST Non-banking Loans
$
9,635,333
discounted cash flow
determining private company interest rate based on credit
12 - 44
%
Other Equity
600,000
last secured funding known by company
economic changes since last funding
Preferred Stock
300,000
last funding secured by company
economic changes since last funding
$
10,535,333
The following table presents a reconciliation of the beginning and ending fair value balances for our Level 3 investment assets for the year ended December 31, 2020:
For the year ended December 31, 2020
ST Non-banking
Preferred
Common
Loans
Stock
Stock
Warrants
Other Equity
Balance as of January 1, 2020
$
—
$
300,000
$
—
$
—
$
534,200
Net change in unrealized appreciation
—
—
—
—
486,018
Purchases and other adjustments to cost
7,543,000
—
—
—
—
Sales and redemptions
( 4,754,000 )
—
—
—
( 91,313 )
Net realized loss
—
—
—
—
( 650,008 )
Balance as of December 31, 2020
$
2,789,000
$
300,000
$
—
$
—
$
278,897
The net change in unrealized depreciation for the year ended December 31, 2020 attributable to Level 3 investments still held as of December 31, 2020 is $ 0 , and is included in net change in unrealized appreciation (depreciation) on investments on the statement of operations.
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The following table lists our Level 3 investments held as of December 31, 2020 and the unobservable inputs used to determine their valuation:
Security Type
12/31/20 FMV
Valuation Technique
Unobservable Inputs
Range
ST Non-banking Loans
$
2,789,000
discounted cash flow
determining private company interest rate based on credit
14 - 44
%
Other Equity
278,897
last secured funding known by company
economic changes since purchase
Preferred Stock
300,000
last funding secured by company
economic changes since last funding
$
3,367,897
NOTE 5 – RELATED-PARTY TRANSACTIONS
We maintain a Code of Ethics and certain other policies relating to conflicts of interest. Nevertheless, from time to time we may hold investments in businesses in which certain members of our management, our Board of Directors, or significant shareholders of ours, are also directly or indirectly invested. Our Board of Directors has adopted a policy to require our disclosure of these instances in our periodic filings with the SEC. Our only related-party transaction requiring disclosure under this policy relates to an August 10, 2018 loan transaction we entered into with Elizabeth Zbikowski. Ms. Zbikowski, along with her husband Scott Zbikowski, owns approximately 1,765,000 shares of our common stock. In the transaction, we obtained a two-year promissory note in the principal amount of $ 250,000 . The promissory note was subsequently amended such that it matures in August 2022. The note bears interest payable monthly at the rate of 10 % per annum and is secured by the debtors’ pledge to us of 625,000 shares of our common stock. The pledged shares are held in physical custody for us by our custodial agent Millennium Trust Company.
NOTE 6 – INCOME TAXES
Presently, we are a C-corporation for tax purposes and have booked an income tax provision for the periods described below.
As of September 30, 2021 and December 31, 2020, we have a deferred tax liability of $ 141,000 and $ 258,000 , respectively. Our determination of the realizable deferred tax assets and liabilities requires the exercise of significant judgment, based in part on business plans and expectations about future outcomes. In the event the actual results differ from these estimates in future periods, we may need to adjust the valuation allowance, which could materially impact our financial position and results of operations. We will continue to assess the need for a valuation allowance in future periods.
As of September 30, 2021 and December 31, 2020, we had accrued income taxes of $ 1,141,700 and $ 13,722 respectively. We recorded a benefit from income taxes of approximately $ 300 ( 28.9 percent effective tax rate) and $ 0 ( 0 percent effective tax rate) during the three months ended September 30, 2021 and September 30, 2020, respectively. We recorded income taxes of approximately $ 1,010,978 ( 30.4 percent effective tax rate) and $ 0 ( 0 percent effective tax rate) during the nine months ended September 30, 2021 and September 30, 2020, respectively. Due to the full valuation allowances in periods prior to December 31, 2020, our effective tax rate was expected to be near zero percent, and therefore income tax accruals and expense were not material for those prior periods presented.
As of December 31, 2020, we had a federal net operating loss carryfoward (NOL) of approximately $ 351,000 . The federal NOL was completely utilized and offset taxable income as of September 30, 2021. States may vary in their treatment of post-2017 NOLs. The remaining state NOLs are expected to be completely used and offset taxable income by September 30, 2021. The remaining state NOL carryforwards may expire in 2036 and 2037 if not used.
NOTE 7 – SHAREHOLDERS’ EQUITY
At September 30, 2021, we had 10,790,413 shares of common stock issued and outstanding .
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On September 27, 2021 we announced that our Board of Directors had approved a cash dividend of $ 0.10 per common share. The dividend was paid on October 29, 2021 to shareholders of record as of the close of business on October 15, 2021.
On December 8, 2020 we announced that our Board of Directors had approved a cash dividend of $ 0.05 per common share. The dividend was paid on January 4, 2021 to shareholders of record as of the close of business on December 21, 2020.
NOTE 8 – PER-SHARE INFORMATION
Basic net gain per common share is computed by dividing net increase in net assets resulting from operations by the weighted-average number of common shares outstanding during the period. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net gain (loss) per common share is set forth below:
For the Three Months Ended
September 30,
2021
2020
Numerator: Net increase in net assets resulting from operations
$
31,288
$
583,344
Denominator: Weighted-average number of common shares outstanding
10,790,413
10,696,735
Basic and diluted net gain per common share
$
0.00
$
0.05
For the Nine Months Ended
September 30,
2021
2020
Numerator: Net increase in net assets resulting from operations
$
2,557,836
$
894,796
Denominator: Weighted-average number of common shares outstanding
10,788,918
10,881,382
Basic and diluted net gain per common share
$
0.24
$
0.08
NOTE 9 – OPERATING LEASES
We are subject to two non-cancelable operating leases for office space expiring March 31, 2022. These leases do not have significant lease escalations, holidays, concessions, leasehold improvements, or other build-out clauses. Further, the leases do not contain contingent rent provisions. The leases do not include options to renew.
Because our lease does not provide an implicit rate, we use our incremental borrowing rate in determining the present value of the lease payments. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The weighted-average discount rate as of December 31, 2020 was 4.5 % and the weighted-average remaining lease term is one year .
Under ASC 840, rent expense for office facilities for the three months ended September 30, 2021 and September 30, 2020 was $ 16,689 and $ 16,562 , respectively.
The components of our operating lease were as follows for the three and nine months ended September 30, 2021:
Three Months
Nine Months
Ended
Ended
September 30, 2021
September 30, 2021
Operating lease costs
$
4,779
$
14,337
Variable lease cost
4,478
13,082
Short-term lease cost
7,432
22,297
Total
$
16,689
$
49,716
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Supplemental balance sheet information consisted of the following at September 30, 2021:
Operating Lease
Right-of-use assets
$
9,661
Operating Lease Liability
$
10,843
Less: short term portion
( 10,843 )
Long term portion
$
—
Maturity analysis under lease agreements consisted of the following as of September 30, 2021:
Operating
Leases
2021
$
5,290
2022
5,449
Total lease payments
10,739
Plus: interest
104
Present value of lease liabilities
$
10,843
NOTE 10 – FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the nine months ended September 30, 2021 through 2017:
Nine Months Ended June 30,
2021
2020
2019
2018
2017
Per Share Data (1)
Net asset value at beginning of period
$
1.08
0.91
1.02
0.87
0.77
Net investment gain (loss)
0.09
0.02
( 0.05 )
( 0.04 )
( 0.04 )
Net realized and unrealized gains (losses)
0.24
0.06
0.01
0.15
0.06
Provision for income taxes
( 0.09 )
0.00
0.00
0.00
0.00
Repurchase of common stock
0.00
0.02
0.00
0.00
0.04
Payment of common stock dividend
( 0.10 )
0.00
( 0.05 )
0.00
0.00
Net asset value at end of period
$
1.22
1.01
0.93
0.98
0.83
Ratio / Supplemental Data
Per share market value of investments at end of period
$
1.02
0.76
0.70
0.82
0.51
Shares outstanding at end of period
10,790,413
10,696,735
11,067,402
11,067,402
12,151,493
Average weighted shares outstanding for the period
10,788,918
10,881,382
11,067,402
11,067,402
12,151,493
Net assets at end of period
$
13,140,835
10,805,062
10,588,689
11,278,889
9,555,551
Average net assets (2)
$
13,090,497
10,220,482
12,304,975
9,955,674
9,504,851
Total investment return
22.22
%
8.79
%
( 8.82 )
%
12.64
%
2.60
%
Portfolio turnover rate (3)
124.55
%
18.18
%
7.11
%
11.55
%
11.87
%
Ratio of operating expenses to average net assets (3)
( 10.31 )
%
( 6.49 )
%
( 7.70 )
%
( 6.98 )
%
( 7.38 )
%
Ratio of net investment income (loss) to average net assets (3)
9.87
%
3.35
%
( 6.40 )
%
( 5.53 )
%
( 5.89 )
%
Ratio of realized gains (losses) to average net assets (3)
40.81
%
7.06
%
57.36
%
( 12.79 )
%
16.51
%
(1) Per-share data was derived using the ending number of shares outstanding for the period.
(2) Based on the monthly average of net assets as of the beginning and end of each period presented.
(3) Ratios are annualized.
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NOTE 11 – General Uncertainty
On March 11, 2020, the World Health Organization declared the outbreak of the coronavirus (COVID-19) a pandemic. As a result, economic uncertainties and market volatility have arisen which may negatively impact our investment valuations and net increase or decrease in net assets resulting from operations. Other financial impacts could occur though such potential impact is difficult to determine at this time.
NOTE 12 – Subsequent Events
None
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.