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 our election as a RIC forU.S. federal tax purposes on the 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 2023; and statements regarding our compliance with the RIC requirements as ofMarch 31, 2023 , 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 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, 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 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. 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. 35
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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, comprised of two parts: (1) the "Income Based Fee" and (2) the "Capital Gains Fee", if specified benchmarks are met. We electedU.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 ofMarch 31, 2023 , 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. 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 Board of Directors declared the following quarterly cash dividend during the
three months ended
Dividend/Share
Quarter Amount Record Date Payment Date
1st $ 0.20 March 13, 2023 March 27, 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
OnOctober 7, 2020 , Rand, RCM and certain of their affiliates received an exemptive order from theSEC 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"). OnMarch 29, 2021 , theSEC 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, onSeptember 6, 2022 , theSEC 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 New Order) that do not hold any investments in such existing portfolio companies.
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, 2022 under Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations." 36
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Financial Condition
Overview:
March 31, 2023 December 31, 2022 Increase % Increase
Total assets $ 70,605,273 $ 63,481,192 $ 7,124,081 11.2 %
Total liabilities 11,229,880 5,759,872 5,470,008 95.0 %
Net assets $ 59,375,393 $ 57,721,320 $ 1,654,073 2.9 %
Net asset value per share (NAV) was
Cash approximated 3.1% 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 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 ofJune 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%. AtMarch 31, 2023 , there was$7,950,000 drawn on the Credit Facility and the applicable interest rate was 8.05%. See "Note 6. Senior Secured Revolving Credit Facility" in the Notes to the Consolidated Financial Statements 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.
December 31,
March 31, 2023 2022 Increase % Increase
Investments, at cost $ 61,000,275 $ 55,716,237 $ 5,284,038 9.5 %
Unrealized appreciation, net 7,189,995 5,788,022 1,401,973 24.2 %
Investments, at fair value $ 68,190,270 $ 61,504,259 $ 6,686,011 10.9 %
Our total investments at fair value, as determined by RCM and approved by our
Board of Directors, approximated 115% of net assets at
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.
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The change in investments during the three months ended
Cost
Increase
(Decrease)
New investments:
Pressure Pro, Inc. (Pressure Pro) $ 3,000,000
BMP Food Service Supply Holdco, LLC (FSS)
2,320,000
Tilson Technology Management, Inc. (Tilson)
250,000
Total of new investments
5,570,000
Other changes to investments:
72,410
ITA Acquisition, LLC (ITA) interest conversion
44,387
Seybert's
30,781
Pressure Pro OID amortization and interest conversion
19,250
Caitec, Inc. (Caitec) interest conversion
18,310
DSD Operating, LLC (DSD) interest conversion
15,699
Mattison Avenue Holdings, LLC (Mattison) interest conversion
9,283
HDI Acquisition LLC (Hilton Displays ) interest conversion
6,639
SciAps, Inc. (Sciaps) OID amortization
3,750
GoNoodle, Inc. (GoNoodle) interest conversion
3,529
Total of other changes to investments
224,038
Investments repaid, sold, liquidated or converted: FSS equity interest sale
(210,000 )
Hilton Displays debt repayment (300,000 )
Total of investments repaid, sold, liquidated or converted (510,000 )
Net change in investments, at cost $ 5,284,038
Results of Operations
Comparison of the three months ended March 31, 2023 to the three months ended
March 31, 2022
Investment Income
Three months Three months
ended ended
March 31, March 31,
2023 2022 Increase % Increase
Interest from portfolio companies $ 1,296,903 $ 912,139 $ 384,764 42.2 %
Interest from other investments 132 - 132 NM
Dividend and other investment income 474,743 172,990 301,753 174.4 %
Fee income 79,720 39,619 40,101 101.2 %
Total investment income $ 1,851,498 $ 1,124,748 $ 726,750 64.6 %
NM - Not meaningful
The total investment income during the three months ended March 31, 2023 was
received from 23 portfolio companies. For the three months ended March 31, 2022 ,
total investment income was generated from 24 portfolio companies.
Interest from portfolio companies - Interest from portfolio companies was
approximately 42% higher during the three months ended March 31, 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), 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
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
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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 Three months
ended ended
March 31, 2023 March 31, 2022
Carolina Skiff LLC (Carolina Skiff) $ 299,173
37,840 34,400
PennantPark Investment Corporation (Pennantpark) 36,075 27,300 Knoa Software, Inc. (Knoa) 34,850 - FS KKR Capital Corp. (FS KKR) 33,600 30,240 Tilson Technology Management Inc. (Tilson) 13,125
13,125
Ares Capital Corporation (Ares) 10,080
9,450
Barings BDC, Inc. (Barings) 10,000
9,200
Golub Capital BDC, Inc. (Golub) -
9,375
Owl Rock Capital Corporation (Owl Rock) -
9,300
Total dividend and other investment income$ 474,743
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$37,720 and$29,619 for the three months endedMarch 31, 2023 and 2022, respectively. During the three months endedMarch 31, 2023 , we recognized 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 three months endedMarch 31, 2022 , we recognized a one-time loan monitoring fee of$10,000 from our investment in Seybert's. Expenses Three months ended Three months ended March 31, 2023 March 31, 2022 Increase
% Increase
Total expenses $ 1,047,845 $ 345,378 $ 702,467 203.4 %
The increase in total expenses during the three months ended March 31, 2023
versus the same period in 2022 was primarily due to an approximately $531,000
increase in the capital gains incentive fee accrual and an approximately
$158,000 increase in interest expense. The increase in the capital gains
incentive fee accrual during the three months ended March 31, 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 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 $158,400 in interest expense related to the Credit Facility during the
three months ended March 31, 2023 . There was no corresponding expense during the
three months ended March 31, 2022 .
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Net Investment Income
The net investment income for the three months ended
Realized Gain on Investments
Three
Three months months
ended ended
March 31, March 31,
2023 2022 Change
Realized gain (loss) on investments before
income taxes $ 53,388 $ (851,471 ) $ 904,859
During the three months ended March 31, 2023 , we recognized a gain of $58,329
from additional proceeds received from Microcision LLC (Microcision), an
investment we exited in 2022. In addition, during the during the three months
ended March 31, 2023 , we recognized a realized loss of ($4,941 ) on our escrow
receivable from SocialFlow, Inc. (Social Flow), an investment we exited in 2022.
During the three months ended March 31, 2022 , we sold our investment in Social
Flow and recognized a realized loss of ($1,482,498 ). In addition, during the
three months ended March 31, 2022 , we recognized a net realized gain of $500,495
on the sale of 37,000 shares of Class A common stock of ACV Auctions, Inc.
(ACV).
In addition, during the three months ended March 31, 2022 , we recognized 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). We recognized a realized gain on the receipt of $38,881
from ClearView Social, Inc. (Clearview Social), an investment we exited during
2021.
Change in Unrealized Appreciation (Depreciation) of Investments
Three
Three months months
ended ended
March 31, March 31,
2023 2022 Change
Change in unrealized appreciation
(depreciation) of investments
before income taxes $ 1,401,973 $ (331,069 ) $ 1,733,042 The change in net unrealized appreciation (depreciation), before income taxes,
for the three months ended
Three months ended
March 31, 2023
ACV Auctions, Inc. (ACV) $ 1,515,420
FS KKR Capital Corp. (FS KKR) 48,000
Ares Capital Corporation (Ares) (9,030 )
Barings BDC, Inc. (Barings) (12,800 )
Carlyle Secured Lending Inc. (Carlyle) (formerly TCG BDC, Inc.) (54,467 )
PennantPark Investment Corporation (Pennantpark) (85,150 )
Total change in net unrealized appreciation (depreciation) of
investments before
income taxes $ 1,401,973
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.
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The change in net unrealized appreciation (depreciation), before income taxes,
for the three months ended
Three months ended
March 31, 2022 SocialFlow, Inc. (Social Flow) $
1,628,000
PennantPark Investment Corporation (Pennantpark)
170,300
Carlyle Secured Lending Inc. (Carlyle) (formerly TCG BDC, Inc.)
68,514
FS KKR Capital Corp. (FS KKR)
62,740
Owl Rock Capital Corporation (Owl Rock)
18,400
Golub Capital BDC, Inc. (Golub) (6,146 ) Barings BDC, Inc. (Barings) (23,333 ) Ares Capital Corporation (Ares) (51,030 ) ACV Auctions, Inc. (ACV) (2,198,514 ) Total change in net unrealized appreciation (depreciation) of investments before income taxes $ (331,069 ) 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 Social Flow during the three months ended
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
The net increase (decrease) in net assets from operations on our consolidated statements of operations for the three months endedMarch 31, 2023 and 2022 was$2,170,277 and ($410,537 ), 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
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 . The outstanding balance drawn on the Credit Facility atMarch 31, 2023 was$7,950,000 . Under the borrowing base formula described above, the unused line of credit balance for the Credit Facility was$17,050,000 atMarch 31, 2023 . 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%. AtMarch 31, 2023 , our applicable interest rate was 8.05%. 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, 41
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(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 atMarch 31, 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 three months endedMarch 31, 2023 , we experienced a net increase in cash of approximately$472,000 , which is a net effect of approximately$4,412,000 of cash used in our operating activities and approximately$4,884,000 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.
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