SUI Group Holdings Ltd 10-Q/A for FY2021 Q2

SUI Group Holdings Ltd. (SUIG)

10-Q/A 2021-10-14 For: 2021-06-30

Added on April 06, 2026

About this 10-Q/A

SUI Group Holdings Ltd filed this 10-Q/A on October 14, 2021, covering the quarter ended June 30, 2021 (FY2021 Q2).

Headline figures

Quarter ended June 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Diluted EPS: $0.07; up 40.0% from $0.05 a year earlier

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Minnesota		90-0316651
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1907 Wayzata Blvd, #205, Wayzata, Minnesota		55391
(Address of principal executive offices)		(Zip Code)


Large accelerated filer ◻	Accelerated filer ◻
Non-accelerated filer ⌧	Smaller reporting company ☒
	Emerging growth company ☐


PART I.	FINANCIAL INFORMATION	Page No.
Item 1.	Financial Statements (unaudited)

	Condensed Balance Sheets – June 30, 2021 and December 31, 2020	3

	Condensed Statements of Operations – Three and six months ended June 30, 2021 and June 30, 2020	4

	Condensed Statements of Shareholders’ Equity – Three and six months ended June 30, 2021 and June 30, 2020	5

	Condensed Statements of Cash Flows – Six months ended June 30, 2021 and June 30, 2020	7

	Condensed Schedule of Investments – June 30, 2021 and Schedule of Investments – December 31, 2020	8

	Condensed Notes to Financial Statements – June 30, 2021	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 4.	Controls and Procedures	19

PART II.	OTHER INFORMATION	19

Item 6.	Exhibits	19

SIGNATURES		20


	June 30, 2021
	(unaudited)		December 31, 2020
ASSETS
Investments, at fair value:	$	13,133,933	$	6,667,897
Non-control/non-affiliate investments (cost: $11,864,762 and $4,968,576 respectively)
Cash		1,515,005		5,440,579
Note receivable		250,000		250,000
Prepaid expenses		188,838		43,838
Receivable for sale of investments		94,778		19,313
Interest and dividend receivables		331,415		65,911
Right-of-use lease asset		14,279		23,345
Total Assets	$	15,528,248	$	12,510,883

LIABILITIES
Accounts payable	$	40,687	$	32,917
Dividend payable		—		539,296
Lease liability		15,973		26,061
Accrued income tax expense		920,000		13,722
Deferred taxes		363,000		258,000
Total Liabilities		1,339,660		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		(2,697,320)		(2,124,419)
Accumulated undistributed net realized gains on investment transactions		6,071,449		2,541,850
Net unrealized appreciation in value of investments		1,269,171		1,699,321
Total Shareholders' Equity (Net Assets)		14,188,588		11,640,887
Total Liabilities and Shareholders' Equity	$	15,528,248	$	12,510,883
Net Asset Value Per Common Share	$	1.31	$	1.08


	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2021		2020		2021		2020
Investment Income
Interest income	$	675,549	$	276,425	$	1,222,391	$	454,670
Dividend income		—		7,031		—		13,765
Total Investment Income		675,549		283,456		1,222,391		468,435
Operating Expenses
Professional fees		77,539		90,529		220,347		74,297
Payroll		85,346		58,080		387,426		116,577
Insurance		27,854		20,668		52,133		41,121
Occupancy		16,337		16,569		33,026		33,131
Director's fees		30,000		22,500		60,000		45,000
Depreciation and amortization		—		644		—		1,287
Other general and administrative		13,080		4,920		31,082		7,889
Total Operating Expenses		250,156		213,910		784,014		319,302
Net Investment Gain		425,393		69,546		438,377	$	149,133
Realized and Unrealized Gain on Investments
Net realized gain on investments		621,600		175,222		3,529,599		199,724
Net change in unrealized appreciation (depreciation) on investments		83,100		348,602		(430,150)		(37,405)
Net Realized and Unrealized Gain on Investments		704,700		523,824		3,099,449		162,319
Net Increase in Net Assets Resulting from Operations Before Taxes	$	1,130,093	$	593,370	$	3,537,826	$	311,452
Provision for Income Taxes		348,587		—		1,011,278		—
Net Increase in Net Assets Resulting from Operations	$	781,506	$	593,370	$	2,526,548		311,452
Net Increase in Net Assets Resulting from Operations per share:
Basic and diluted	$	0.07	$	0.05	$	0.23	$	0.03
Weighted-average number of common shares outstanding - basic and diluted		10,790,413		10,882,039		10,788,175		10,974,721


												Net
										Accumulated		Unrealized
								Accumulated		Undistributed		Appreciation
								Undistributed		Net		(Depreciation)
				Additional				Net		Realized Gain on		in value		Total
	Common	Par		Paid In		Accumulated		Investment		Investments		of		Shareholders'
Three Months Ended June 30, 2021	Shares	Value		Capital		Deficit		Loss		Transactions		Investments		Equity
Balance as of March 31, 2021	10,786,913	$	10,787	$	10,678,763	$	(1,159,665)	$	(2,774,126)	$	5,449,849	$	1,186,071	$	13,391,679
Common shares issued in consideration for expense payment	3,500		3		15,400		—		—		—		—		15,403
Undistributed net investment gain	—		—		—		—		76,806		—		—		76,806
Undistributed net realized gain on investment transactions	—		—		—		—		—		621,600		—		621,600
Appreciation in value of investments	—		—		—		—		—		—		83,100		83,100
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


										Accumulated		Net Unrealized
										Undistributed		Appreciation
								Accumulated		Net Realized Gain		(Depreciation)		Total
	Common			Additional		Accumulated		Undistributed		on Investments		in value of		Shareholders'
Three Months Ended June 30, 2020	Shares	Par Value		Paid In Capital		Deficit		Net Investment Loss		Transactions		Investments		Equity
Balance as of March 31, 2020	11,067,402	$	11,067	$	10,774,653	$	(1,159,665)	$	(2,318,278)	$	3,100,318	$	(621,480)	$	9,786,615
Repurchase of shares	(370,667)		(371)		(157,896)		—		—		—		—		(158,267)
Undistributed net investment loss			—		—		—		69,546		—		—		69,546
Undistributed net realized gain on investment transactions			—		—		—		—		175,222		—		175,222
Appreciation in value of investments			—		—		—		—		—		348,602		348,602
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


										Accumulated
								Accumulated		Undistributed Net			Net Unrealized
				Additional				Undistributed		Realized Gain		Appreciation		Total
	Common			Paid		Accumulated		Net Investment		on Investments		in value		Shareholders'
Six Months Ended June 30, 2020	Shares	Par Value		In 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 loss			—		—		—		149,133		—		—		149,133
Undistributed net realized loss on investment transactions			—		—		—		—		199,724		—		199,724
Depreciation in value of investments			—		—		—		—		—		(37,405)		(37,405)
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


	Six Months Ended
		June 30, 2021	June 30, 2020
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	2,526,548	$	311,452
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided (used) in operating activities:
Net change in unrealized depreciation on investments		430,150		37,405
Net realized gain on investments		(3,529,599)		(199,724)
Purchases of investments		(13,250,664)		(6,217,296)
Proceeds from sales of investments		9,889,827		1,192,824
Depreciation & amortization expense		—		1,287
Deferred income taxes		1,011,278		—
Common shares issued as consideration for expense payment		15,403		—
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(135,934)		(32,007)
Interest and dividends receivable		(265,504)		(62,644)
Receivable for investment sales		(75,465)		(158,649)
Payable for investment purchase		—		1,680,000
Accounts payable and other liabilities		(2,318)		(10,047)
Deferred interest income		—		—
Payable for investment purchase		—		—
Net cash used in operating activities		(3,386,278)		(3,457,399)
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		(3,925,574)		(3,615,666)
Cash, beginning of period		5,440,579		8,066,656
Cash, end of period	$	1,515,005	$	4,450,990

Non-cash financing activities:
Common shares issued as consideration for investment	$	5,750		—


					Percentage
					of Net
Investment / Industry	Cost		Fair Value		Assets
Short-Term Non-banking Loans
Consumer - 20% secured loans	$	400,000	$	400,000	2.82	%
Financial - 47% secured loans
Benton Financial, LLC		1,133,333		1,133,333	7.99	%
Financial - 44% secured loans
Benton Financial, LLC		840,000		840,000	5.92	%
Financial - 42% secured loans		313,333		313,333	2.21	%
Financial - 40% secured loans
Benton Financial, LLC		1,333,334		1,333,334	9.40	%
Financial - 34% secured loans		293,333		293,333	2.07	%
Financial - 12% secured loans		500,000		500,000	3.52	%
Litigation Financing - 23% secured loans
The Cross Law Firm, LLC		1,805,750		1,800,000	12.68	%
Real Estate - 15% secured loans
Alatus Development, LLC		1,250,000		1,250,000	8.81	%
Real Estate - 12% secured loans
Tailwinds, LLC		3,000,000		3,000,000	21.14	%
Total Short-Term Non-Banking Loans		10,869,083		10,863,333	76.56	%

Common Stock
Consumer
Ammo, Inc.		245,000		1,370,600	9.66	%

Preferred Stock
Information Technology		150,000		300,000	2.11	%

Warrants
Healthcare		679		—	0.00	%

Other Equity
Financial		600,000		600,000	4.23	%

Total Investments	$	11,864,762	$	13,133,933	92.56	%

Total Cash		1,515,005		1,515,005	10.68	%

Total Investments and Cash	$	13,379,767	$	14,648,938	103.24	%


	As of June 30, 2021
	Investments at		Percentage of		Investments at		Percentage of
	Amortized Cost		Amortized Cost		Fair Value		Fair Value
Short-term Non-banking Loans	$	10,869,083	91.6	%	$	10,863,333	82.7	%
Preferred Stock		150,000	1.3			300,000	2.3
Common Stock		245,000	2.1			1,370,600	10.4
Warrants		679	—			—	—
Other Equity		600,000	5.0			600,000	4.6
Total	$	11,864,762	100.0	%	$	13,133,933	100.0	%


	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	%


	As of June 30, 2021
	Level 1		Level 2		Level 3		Total
Short-term Non-banking Loans	$	—	$	—	$	10,863,333	$	10,863,333
Preferred Stock						300,000		300,000
Common Stock		1,370,600		—		—		1,370,600
Warrants		—		—		—		—
Other Equity		—		—		600,000		600,000
Total	$	1,370,600	$	—	$	11,763,333	$	13,133,933


	For the six months ended June 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		12,513,333		—		—		—		600,000
Sales and redemptions		(4,439,000)		—		—		—		(278,897)
Net realized loss		—		—		—		—		—
Balance as of June 30, 2021	$	10,863,333	$	300,000	$	—	$	—	$	600,000


Security Type	6/30/21 FMV		Valuation Technique	Unobservable Inputs	Range
ST Non-banking Loans	$	10,863,333	discounted cash flow	determining private company interest rate based on credit	12-47	%
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
	$	11,763,333


Operating Lease
Right-of-use assets	$	14,279

Operating Lease Liability	$	15,973
Less: short term portion		(15,973)
Long term portion	$	—


	Operating
	Leases
2021	$	10,581
2022		5,449
Total lease payments		16,030
Less: interest		(57)
Present value of lease liabilities	$	15,973


Exhibit Number		Description
3.1		Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed January 23, 2013)
3.2		Amended and Restated Bylaws of Mill City Ventures III, Ltd. (incorporated by reference to Exhibit 3.2 to the registrant’s registration statement on Form 10-SB filed on January 29, 2008)
31.1	*	Section 302 Certification of the Chief Executive Officer
31.2	*	Section 302 Certification of the Chief Financial Officer
32.1	*	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	*	Inline XBRL Instance Document
101.SCH	*	Inline XBRL Schema Document
101.CAL	*	Inline XBRL Calculation Linkbase Document
101.DEF	*	Inline XBRL Definition Linkbase Document
101.LAB	*	Inline XBRL Label Linkbase Document
101.PRE	*	Inline XBRL Presentation Linkbase Document
104*		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)


	MILL CITY VENTURES III, LTD.

Date: October 14, 2021	By:	/s/ Douglas M. Polinsky
		DOUGLAS M. POLINSKY
		Chief Executive Officer


Date: October 14, 2021	By:	/s/ Joseph A. Geraci, II
		JOSEPH A. GERACI, II
		Chief Financial Officer


	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


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


	For the Three Months Ended
	June 30,
		2021		2020
Numerator: Net increase (decrease) in net assets resulting from operations	$	781,506	$	593,370
Denominator: Weighted-average number of common shares outstanding		10,790,413		10,882,039
Basic and diluted net gain (loss) per common share	$	0.07	$	0.05


	For the Six Months Ended June 30,
	2021		2020
Numerator: Net increase (decrease) in net assets resulting from operations	$	2,526,548	$	311,452
Denominator: Weighted-average number of common shares outstanding		10,788,175		10,974,721
Basic and diluted net gain (loss) per common share	$	0.23	$	0.03


	Three Months		Six Months
	Ended		Ended
	June 30, 2021		June 30, 2021
Operating lease costs	$	4,779	$	9,558
Variable lease cost		4,125		8,603
Short-term lease cost		7,433		14,865
Total	$	16,337	$	33,026

a
	Six 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 income (loss)		0.04		0.01		(0.03)		(0.02)		(0.02)
Net realized and unrealized gains (losses)		0.28		0.02		0.02		0.09		0.04
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		0.00
Payment of common stock dividend		0.00		0.00		(0.05)		0.00		0.00
Net asset value at end of period	$	1.31		0.96		0.96		0.94		0.79

Ratio / Supplemental Data
Per share market value of investments at end of period	$	1.22		0.65		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		10,788,175		10,974,721		11,067,402		11,067,402		12,151,493
Net assets at end of period	$	14,188,588		10,221,718		10,588,689		11,278,889		9,555,551
Average net assets ⁽²⁾	$	13,073,718		10,025,622		12,304,975		9,955,674		9,504,851
Total investment return		21.30	%	3.30	%	(5.88)	%	8.05	%	2.60	%
Portfolio turnover rate (3)		75.65	%	11.90	%	7.11	%	11.55	%	11.87	%
Ratio of operating expenses to average net assets ⁽³⁾		(11.72)	%	(9.41)	%	(7.70)	%	(6.98)	%	(7.38)	%
Ratio of net investment income (loss) to average net assets ⁽³⁾		6.88	%	3.02	%	(6.40)	%	(5.53)	%	(5.89)	%
Ratio of realized gains (losses) to average net assets ⁽³⁾		61.92	%	4.06	%	57.36	%	(12.79)	%	16.51	%