8-K
Suro Capital Corp. (NSLR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 5, 2020
SURO CAPITAL CORP.
(Exact name of registrant as specified in its charter)
| Maryland | 1-35156 | 27-4443543 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
One Sansome Street
Suite 730
San Francisco, CA 94104
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (650) 235-4769
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications<br>pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant<br>to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications<br>pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading symbol: | Name of each exchange on which registered: |
|---|---|---|
| Common Stock, par value $0.01 per share | SSSS | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.02. | Results of Operations and Financial Condition. |
|---|
On August 5, 2020, SuRo Capital Corp. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2020. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference.
The information disclosed under this Item 2.02, including the information set forth in Exhibit 99.1 hereto, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.
| Item 8.01. | Other Events. |
|---|
On August 5, 2020, in connection with the Company’s conference call to announce its financial results for the fiscal quarter ended June 30, 2020, the Company provided a presentation to stockholders, analysts and any other parties participating on the call. A copy of the slides that the Company used during the presentation has been included as Exhibit 99.2 to this Current Report on Form 8-K and has been posted on the Company’s website.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| Exhibit 99.1 | Press Release dated August 5, 2020* |
| Exhibit 99.2 | Earnings Presentation dated August 5, 2020 |
*The press release attached hereto as Exhibit 99.1 is “furnished” and not “filed,” as described in Item 2.02 of this Current Report on Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 5, 2020 | SURO CAPITAL CORP. | |
|---|---|---|
| By: | /s/ Allison Green | |
| Allison Green<br><br> Chief Financial Officer, Chief Compliance Officer, Treasurer and Corporate Secretary |
Exhibit 99.1
SuRo Capital Corp. Reports SecondQuarter 2020 Financial Results
Net Asset Value of $11.84 per Shareas of June 30, 2020
SAN FRANCISCO, CA, August 5, 2020 (GLOBENEWSWIRE) – SuRo Capital Corp. (“SuRo Capital” or the “Company”) (Nasdaq:SSSS) today announced its financial results for the quarter ended June 30, 2020. Net assets totaled approximately $192.7 million, or $11.84 per share, at June 30, 2020, compared to $10.22 per share at March 31, 2020 and $10.75 per share at June 30, 2019.
“This quarter, SuRo Capital reported the highest dividend-adjusted net asset value per share in five years. On July 29, 2020, we were pleased to declare a $0.15 per share dividend. The quarter was highlighted by several significant financings for existing portfolio companies and investments in new opportunities,” said Mark Klein, President and Chief Executive Officer of SuRo Capital. “The companies in our portfolio demonstrated strong growth and resilience this quarter despite the ongoing impact of the COVID-19 outbreak. We believe our portfolio is well-positioned given the current market conditions.”
“We are also excited to announce the closing of two new investments during the second quarter: a $5.0 million equity investment in Rent the Runway, Inc. and a $6.9 million collateralized loan to Palantir Lending Trust. SuRo Capital also made follow-on, pro rata investments in Lime during the second quarter and Coursera subsequent to quarter-end. We continue to see more opportunities to deploy capital in credit investments. We have also been exploring opportunities in pre-business combination private investments in public equity (“PIPEs”) associated with the special-purpose acquisition company (“SPAC”) asset class.”
Investment Portfolio as of June 30,2020
At June 30, 2020, SuRo Capital held positions in 24 portfolio companies with an aggregate fair value of approximately $199.0 million. As a result of the Company’s continued strategy to increase the size of its investments in individual portfolio companies, SuRo Capital has consolidated its investment portfolio around its top positions. The Company’s top five portfolio company investments accounted for approximately 68% of the total portfolio at fair value as of June 30, 2020.
Top Five Investments as of June 30,2020
| $ in millions | Cost Basis | Fair Value | % of Total Portfolio |
|---|---|---|---|
| Coursera, Inc. | $14.5 | $49.9 | 25.1% |
| Course Hero, Inc. | 5.0 | 33.2 | 16.7 |
| Palantir Technologies, Inc. | 16.2 | 30.5 | 15.3 |
| Ozy Media, Inc. | 10.9 | 11.3 | 5.7 |
| Nextdoor.com, Inc. | 10.0 | 10.5 | 5.3 |
| Total (rounded) | $56.6 | $135.4 | 68.1% |
Second Quarter 2020 Investment Portfolio Activity
During the three months ended June 30, 2020, SuRo Capital funded the following new and follow-on investments, excluding capitalized transaction costs:
| Portfolio Company | Investment | Transaction Date | Investment |
|---|---|---|---|
| Neutron Holdings, Inc. (d/b/a Lime) | Junior Preferred Convertible Note | 5/11/2020 | $0.5 million |
| Rent the Runway, Inc. | Preferred Stock | 6/17/2020 | $5.0 million |
| Palantir Lending Trust | Collateralized Loan | 6/19/2020 | $6.9 million |
Subsequent to quarter-end, through August 5, 2020, SuRo Capital funded the following follow-on investment:
| Portfolio Company | Investment | Transaction Date | Investment |
|---|---|---|---|
| Coursera, Inc. | Preferred Shares, Series F | 7/15/2020 | $2.8 million |
Second Quarter 2020 Financial Results
| Quarter Ended<br><br> <br>June 30, 2020 | Quarter Ended<br><br> <br>June 30, 2019 | |||
|---|---|---|---|---|
| $ in millions | per share^(1)^ | $ in millions | per share^(1)^ | |
| Net investment loss ^(2)^ | $(4.7) | $(0.28) | ($2.8) | ($0.14) |
| Net realized gain/(loss) on investments | (0.0) | - | 13.6 | 0.69 |
| Net change in unrealized appreciation/(depreciation) of investments, net of tax effects | 26.5 | 1.62 | (11.4) | (0.58) |
| Net increase/(decrease) in net assets resulting from operations – basic^(3)^ | $21.8 | $1.34 | ($0.7) | ($0.03) |
| Repurchase of common stock^(4)^ | (3.6) | 0.16 | (0.7) | 0.03 |
| Stock-based compensation^(2)^ | 2.0 | 0.12 | - | - |
| Increase/(decrease) in net asset value | $20.2 | $1.62 | ($1.4) | $0.00 |
| __________________ | ||||
| --- | ||||
| (1) | Based on weighted-average number of shares outstanding for the relevant period | |||
| --- | --- | |||
| (2) | For the quarter ended June 30, 2020, this balance includes $2.0 million of accelerated recognition<br>of compensation cost related to the cancellation of all vested and unvested options on April 28, 2020. | |||
| --- | --- | |||
| (3) | Total may not sum, due to rounding. | |||
| --- | --- | |||
| (4) | During the quarters ended June 30, 2020 and 2019, the Company repurchased 594,637 and 115,801 shares<br>of SuRo Capital common stock, for approximately $3.6 million and $0.7 million in cash, respectively, under its Share Repurchase<br>Program. The use of cash in connection with the repurchases decreased net asset value as of period end; however, the reduction<br>in shares outstanding as of period end resulted in an increase in the net asset value per share. | |||
| --- | --- |
Weighted-average common basic shares outstanding were approximately 16.4 million and 19.7 million for the quarters ended June 30, 2020 and 2019, respectively.
SuRo Capital’s liquid assets were approximately $23.3 million as of June 30, 2020, consisting of cash and restricted cash.
Dividend Declaration for Second Quarter2020
On July 29, 2020, SuRo Capital’sBoard of Directors declared a dividend of $0.15 per share payable on August 25, 2020 to the Company’s common stockholdersof record as of the close of business on August 11, 2020. The dividend will be paid in cash.
Share Repurchase Program
During the quarter ended June 30, 2020, SuRo Capital repurchased 594,637 shares under its Share Repurchase Program for an aggregate purchase price of $3.6 million. The dollar value of shares that may yet be purchased by the Company under the Share Repurchase Program is approximately $2.7 million.
Under the publicly announced Share Repurchase Program and the Modified Dutch Auction Tender Offer, as of August 5, 2020, the Company has repurchased 5,901,324 shares of its common stock for approximately $37.3 million since the Share Repurchase Program was announced in August 2017.
Conference Call and Webcast
Management will hold a conference call and webcast for investors on August 5, 2020 at 2:00 p.m. PT (5:00 p.m. ET). The conference call access number for U.S. participants is 323-794-2093, and the conference call access number for participants outside the U.S. is 866-548-4713. The conference ID number for both access numbers is 3811592. Additionally, interested parties can listen to a live webcast of the call from the "Investor Relations" section of SuRo Capital’s website at www.surocap.com. An archived replay of the webcast will also be available for 12 months following the live presentation.
A replay of the conference call may be accessed until 5:00 p.m. PT (8:00 p.m. ET) on August 12, 2020 by dialing 888-203-1112 (U.S.) or +1 719-457-0820 (International) and using conference ID number 3811592.
CertainInformation Regarding the Dividend
The date of declaration and amount of the dividend are subject to the sole discretion of SuRo Capital’s Board of Directors. The aggregate amount of the dividend declared and paid by SuRo Capital will be fully taxable to stockholders. The tax character of SuRo Capital’s dividends cannot be finally determined until the close of SuRo Capital’s taxable year (December 31). SuRo Capital will report the actual tax characteristics of each year’s dividends annually to stockholders and the IRS on Form 1099-DIV subsequent to year-end.
Registered stockholders with questions regarding declared dividends may call American Stock Transfer at 800-937-5449.
Forward-Looking Statements
Statements included herein, including statements regarding SuRo Capital's beliefs, expectations, intentions or strategies for the future, may constitute "forward-looking statements". SuRo Capital cautions you that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected or implied in these statements. All forward-looking statements involve a number of risks and uncertainties, including the impact of the COVID-19 pandemic and any market volatility that may be detrimental to our business, our portfolio companies, our industry, and the global economy, that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Risk factors, cautionary statements and other conditions which could cause SuRo Capital's actual results to differ from management's current expectations are contained in SuRo Capital's filings with the Securities and Exchange Commission. SuRo Capital undertakes no obligation to update any forward-looking statement to reflect events or circumstances that may arise after the date of this press release.
About SuRo Capital Corp.
SuRo Capital Corp. (Nasdaq:SSSS) is a publicly traded investment fund that seeks to invest in high-growth, venture-backed private companies. The fund seeks to create a portfolio of high-growth emerging private companies via a repeatable and disciplined investment approach, as well as to provide investors with access to such companies through its publicly traded common stock. SuRo Capital is headquartered in San Francisco, CA. Connect with the company on Twitter, LinkedIn, and at www.surocap.com
Contact
SuRo Capital Corp.
(650) 235-4769
Media Contact
Bill Douglass
Gotham Communications, LLC
SURO CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OFASSETS AND LIABILITIES (UNAUDITED)
| December 31, 2019 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Investments at fair value: | |||||
| Non-controlled/non-affiliate investments (cost of 99,121,577 and 90,567,041, respectively) | 168,700,422 | $ | 152,866,112 | ||
| Non-controlled/affiliate investments (cost of 52,857,243 and 52,857,243, respectively) | 29,438,698 | 37,944,268 | |||
| Controlled investments (cost of 7,161,412 and 7,161,412, respectively) | 860,198 | 775,198 | |||
| Total Portfolio Investments | 198,999,318 | 191,585,578 | |||
| Investments in U.S. Treasury bills (cost of 99,999,611 and 49,996,667, respectively) | 100,000,000 | 50,000,000 | |||
| Total Investments (cost of 259,139,843 and 200,582,363, respectively) | 298,999,318 | 241,585,578 | |||
| Cash | 22,385,073 | 44,861,263 | |||
| Restricted cash | 900,000 | — | |||
| Escrow proceeds receivable | 67,135 | 265,303 | |||
| Interest and dividends receivable | 70,274 | 84,630 | |||
| Deferred financing costs | 11,382 | 11,382 | |||
| Prepaid expenses and other assets(1) | 1,197,711 | 1,755,933 | |||
| Total Assets | 323,630,893 | 288,564,089 | |||
| LIABILITIES | |||||
| Accounts payable and accrued expenses(1) | 1,933,219 | 1,143,923 | |||
| Payable to executive officers | — | 1,369,873 | |||
| Accrued interest payable | 475,000 | 475,000 | |||
| Dividends payable | — | 2,107,709 | |||
| Payable for securities purchased | 89,499,611 | 44,746,660 | |||
| Income tax payable | 38,965 | — | |||
| 4.75% Convertible Senior Notes due March 28, 2023(2) | 38,991,657 | 38,803,635 | |||
| Total Liabilities | 130,938,452 | 88,646,800 | |||
| Net Assets | 192,692,441 | $ | 199,917,289 | ||
| NET ASSETS | |||||
| Common stock, par value 0.01 per share (100,000,000 authorized; 16,279,679 and 17,564,244 issued and outstanding, respectively) | 162,797 | $ | 175,642 | ||
| Paid-in capital in excess of par | 173,199,798 | 178,550,374 | |||
| Accumulated net investment loss | (33,351,303 | ) | (25,679,362 | ) | |
| Accumulated net realized gain on investments | 12,821,670 | 5,867,417 | |||
| Accumulated net unrealized appreciation/(depreciation) of investments | 39,859,479 | 41,003,218 | |||
| Net Assets | 192,692,441 | $ | 199,917,289 | ||
| Net Asset Value Per Share | 11.84 | $ | 11.38 |
All values are in US Dollars.
| (1) | This balance includes a right of use asset and corresponding<br>operating lease liability, respectively. |
|---|---|
| (2) | As of June 30, 2020 and December 31, 2019, the 4.75%<br>Convertible Senior Notes due March 28, 2023 had a face value of $40,000,000. |
| --- | --- |
SURO CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OFOPERATIONS (UNAUDITED)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| INVESTMENT INCOME | ||||||||||||
| Non-controlled/non-affiliate investments: | ||||||||||||
| Interest income | $ | 61,126 | $ | 198,175 | $ | 216,211 | $ | 336,672 | ||||
| Dividend income | — | — | 50,000 | — | ||||||||
| Non-controlled/affiliate investments: | | |||||||||||
| Interest income/(reversal of interest income accrual) | (49,612 | ) | 60,127 | (29,184 | ) | 119,593 | ||||||
| Dividend income | 30,000 | — | 56,250 | — | ||||||||
| Controlled investments: | | |||||||||||
| Interest income | — | 29,650 | — | 58,937 | ||||||||
| Dividend income | 200,000 | 200,000 | 200,000 | 200,000 | ||||||||
| Total Investment Income | 241,514 | 487,952 | 493,277 | 715,202 | ||||||||
| OPERATING EXPENSES | | |||||||||||
| Management fees^(1)^ | — | — | — | 848,723 | ||||||||
| Reversal of incentive fee accrual^(1)^ | — | — | — | (4,660,472 | ) | |||||||
| Costs incurred under Administration Agreement^(1)^ | — | — | — | 306,084 | ||||||||
| Compensation expense^(2)^ | 3,005,524 | 469,944 | 3,930,440 | 632,108 | ||||||||
| Directors’ fees | 111,250 | 86,250 | 222,500 | 172,500 | ||||||||
| Professional fees | 678,472 | 1,310,028 | 1,817,838 | 3,371,950 | ||||||||
| Interest expense | 568,627 | 600,205 | 1,142,027 | 1,204,373 | ||||||||
| Income tax expense | 39,590 | 29,949 | 48,255 | 33,712 | ||||||||
| Other expenses | 505,439 | 796,807 | 1,004,158 | 991,753 | ||||||||
| Total Operating Expenses | 4,908,902 | 3,293,183 | 8,165,218 | 2,900,731 | ||||||||
| Net Investment Loss | (4,667,388 | ) | (2,805,231 | ) | (7,671,941 | ) | (2,185,529 | ) | ||||
| Realized Gains/(Losses) on Investments: | | | ||||||||||
| Non-controlled/non-affiliated investments | (23,987 | ) | 13,590,233 | 6,954,253 | 21,859,371 | |||||||
| Non-controlled/affiliate investments | — | — | — | (12,334,831 | ) | |||||||
| Net Realized Gain/(Loss) on Investments | (23,987 | ) | 13,590,233 | 6,954,253 | 9,524,540 | |||||||
| Change in Unrealized Appreciation/(Depreciation) of Investments: | | |||||||||||
| Non-controlled/non-affiliated investments | 24,821,654 | (6,751,196 | ) | 7,276,832 | 10,277,147 | |||||||
| Non-controlled/affiliate investments | 1,569,843 | (1,220,012 | ) | (8,505,571 | ) | 7,802,636 | ||||||
| Controlled investments | 130,698 | (4,469,112 | ) | 85,000 | (9,820,352 | ) | ||||||
| Net Change in Unrealized Appreciation/(Depreciation) of Investments | 26,522,195 | (12,440,320 | ) | (1,143,739 | ) | 8,259,431 | ||||||
| Provision for taxes on unrealized appreciation of investments | — | 979,713 | — | 885,566 | ||||||||
| Net Change in Net Assets Resulting from Operations | $ | 21,830,820 | $ | (675,605 | ) | $ | (1,861,427 | ) | $ | 16,484,008 | ||
| Net Change in Net Assets Resulting from Operations per Common Share: | | |||||||||||
| Basic | $ | 1.33 | $ | (0.03 | ) | $ | (0.11 | ) | $ | 0.84 | ||
| Diluted^(3)^ | $ | 1.10 | $ | (0.03 | ) | $ | (0.11 | ) | $ | 0.70 | ||
| Weighted-Average Common Shares Outstanding | | | | | ||||||||
| Basic | 16,383,188 | 19,719,706 | 16,912,091 | 19,741,058 | ||||||||
| Diluted^(3)^ | 20,300,980 | 19,719,706 | 16,912,091 | 23,472,402 |
| (1) | This balance references a related-party transaction. |
|---|---|
| (2) | For the three and six months ended June 30, 2020, this<br>balance includes $1,962,431 of accelerated recognition of compensation cost related to the cancellation of unvested options on<br>April 28, 2020. |
| --- | --- |
| (3) | For the six months ended June 30, 2020 and the three<br>months ended June 30, 2019, 3,917,792 and 3,731,344 potentially dilutive common shares, respectively, were excluded from the weighted-average<br>common shares outstanding for diluted net increase in net assets resulting from operations per common share because the effect<br>of these shares would have been anti-dilutive. |
| --- | --- |
SURO CAPITAL CORP. AND SUBSIDIARIES
FINANCIAL HIGHLIGHTS (UNAUDITED)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Per Basic Share Data | ||||||||||||
| Net asset value at beginning of the period | $ | 10.22 | $ | 10.75 | $ | 11.38 | $ | 9.89 | ||||
| Net investment income/(loss)^(1)^ | (0.28 | ) | (0.14 | ) | (0.45 | ) | (0.11 | ) | ||||
| Net realized gain/(loss) on investments^(1)^ | — | 0.69 | 0.41 | 0.48 | ||||||||
| Net change in unrealized appreciation/(depreciation) of investments^(1)^ | 1.62 | (0.63 | ) | (0.07 | ) | 0.42 | ||||||
| Provision for taxes on unrealized appreciation of investments^(1)^ | — | 0.05 | — | 0.05 | ||||||||
| Repurchases of common stock^(1)^ | 0.16 | 0.03 | 0.45 | 0.02 | ||||||||
| Stock-based compensation^(1)^ | 0.12 | — | 0.12 | — | ||||||||
| Net asset value at end of period | $ | 11.84 | $ | 10.75 | $ | 11.84 | $ | 10.75 | ||||
| Per share market value at end of period | $ | 8.47 | $ | 6.40 | $ | 8.47 | $ | 6.40 | ||||
| Total return based on market value^(2)^ | 44.54 | % | (15.57 | )% | 29.31 | % | 22.61 | % | ||||
| Total return based on net asset value^(2)^ | 15.85 | % | — | % | 4.04 | % | 8.70 | % | ||||
| Shares outstanding at end of period | 16,279,679 | 19,646,846 | 16,279,679 | 19,646,846 | ||||||||
| Ratios/Supplemental Data: | ||||||||||||
| Net assets at end of period | $ | 192,692,441 | $ | 211,125,048 | $ | 192,692,441 | $ | 211,125,048 | ||||
| Average net assets | $ | 169,877,812 | $ | 211,244,233 | $ | 184,435,968 | $ | 203,070,126 | ||||
| Ratio of gross operating expenses to average net assets^(3)^ | 8.19 | % | 5.14 | % | 7.83 | % | 4.66 | % | ||||
| Ratio of income tax provision to average net assets | — | % | (0.46 | )% | — | % | (0.44 | )% | ||||
| Ratio of net operating expenses to average net assets^(3)^ | 8.19 | % | 4.68 | % | 7.83 | % | 4.22 | % | ||||
| Ratio of net investment income/(loss) to average net assets^(3)^ | (7.61 | )% | (5.39 | )% | (7.29 | )% | (2.18 | )% | ||||
| Portfolio Turnover Ratio | — | % | — | % | 5.88 | % | 5.04 | % | ||||
| (1) | Based on weighted-average number of shares outstanding<br>for the relevant period. | |||||||||||
| --- | --- | |||||||||||
| (2) | Total return based on market value is based on the change<br>in market price per share between the opening and ending market values per share in the year. Total return based on net asset<br>value is based upon the change in net asset value per share between the opening and ending net asset values per share. | |||||||||||
| --- | --- | |||||||||||
| (3) | Financial Highlights for periods of less than one year<br>are annualized and the ratios of operating expenses to average net assets and net investment loss to average net assets are adjusted<br>accordingly. Significant and material non-recurring expenses are not annualized. For the three and six months ended June 30, 2020,<br>the Company excluded $1,962,431 and $1,962,431, respectively of non-recurring expenses. For the three and six months ended June<br>30, 2019, the Company excluded $617,536 and $(1,769,820), respectively, of non-recurring expenses and did not annualize the income<br>tax provision. Because the ratios are calculated for the Company’s common stock taken as a whole, an individual investor’s<br>ratios may vary from these ratios. | |||||||||||
| --- | --- |
Exhibit 99.2
Q2 2020 Earnings Call August 5 , 2020
2 Forward Looking Statements Statements included herein, including statements regarding SuRo Capital Corp . 's ("SuRo Capital", "SSSS", "we", "us" or "our") beliefs, expectations, intentions or strategies for the future, may constitute "forward - looking statements" . SuRo Capital cautions you that forward - looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected or implied in these statements . All forward - looking statements involve a number of risks and uncertainties, including the impact of the COVID - 19 pandemic and any market volatility that may be detrimental to our business, our portfolio companies, our industry, and the global economy, that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward - looking statements . Risk factors, cautionary statements and other conditions which could cause SuRo Capital’s actual results to differ from management's current expectations are contained in SuRo Capital's filings with the Securities and Exchange Commission . SuRo Capital undertakes no obligation to update any forward - looking statement to reflect events or circumstances that may arise after the date of this press release . Certain information discussed in this presentation (including information relating to portfolio companies) was derived from third - party sources and has not been independently verified . SuRo Capital makes no representation or warranty with respect to this information . The following slides contain summaries of certain financial and statistical information about SuRo Capital . The information contained in this presentation is summary information intended to be considered in connection with review of our SEC filings and other public announcements we may make, by press release or otherwise, from time to time . We undertake no duty or obligation to publicly update or revise the information contained in this presentation unless required to do so by law . In addition, information related to past performance, while it may be helpful as an evaluative tool, is not indicative of future results, the achievement of which cannot be assured . You should not view the past performance of SuRo Capital or any of its portfolio companies, or information about the market, as indicative of SuRo Capital’s or any of its portfolio companies’ future results . The performance data stated herein may have been due to extraordinary market or other conditions, which may not be duplicated in the future . Current performance may be lower or higher than the performance data quoted . This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities of SuRo Capital . Second Quarter 2020
Overview and Impact of COVID - 19 Outbreak 3 SuRo Capital’s Net Asset Value per share is $ 11 . 84 as of June 30 , 2020 , SuRo Capital’s highest dividend - adjusted NAV in 5 years Increase from $ 10 . 22 per share at March 31 , 2020 Net Asset Value totaled approximately $ 192 . 7 million at quarter - end We continue to be optimistic about the future of our portfolio and believe our portfolio companies’ strong operating fundamentals and market opportunities will drive Net Asset Value growth as the economy recovers from the COVID - 19 outbreak On July 29 , 2020 , SuRo Capital declared a $ 0 . 15 per share dividend to be paid on August 25 , 2020 The COVID - 19 outbreak has had a severe negative impact on many families and on the financial markets, but our portfolio continues to be well positioned to manage the effects of the economic dislocation caused by COVID - 19 1 3 Second Quarter 2020 2
Top 5 Positions = 68 % of Total Investment Portfolio at Fair Value Based on Total Investment P ortfolio Fair V alue of $199.0 million 4 Cost Basis ($ in millions) Fair Value ($ in millions) % of Investment Portfolio 1 $14.5 $49.9 25.1% 2 $5.0 $33.2 16.7% 3 $16.2 $30.5 15.3% 4 $10.9 $11.3 5.7% 5 $10.0 $10.5 5.3% $135.5 68.1% • SuRo Capital’s Top 5 positions account for approximately 68% of the investment portfolio at fair value, excluding treasuries, as of 6/30/20 Note: Total may not sum due to rounding. Second Quarter 2020
Notable Portfolio Company Developments 5 Second Quarter 2020 Portfolio Company Ongoing Process Commentary Potential IPO ▪ In July 2020 , several media outlets (including Reuters and Business Insider ) reported Palantir filed its S - 1 ahead of an expected IPO in late Summer or early Fall 2020 , which represents an acceleration of the IPO timeline previously expected in the next 1 . 5 - 2 . 5 years ▪ Reports by TechCrunch and others in early July revealed that Palantir has secured $ 550 million financing from Sompo Holdings and Fujitsu as part of a $ 961 million total raise described in a recent Form D filing by the company Pending Merger • SharesPost executed a merger agreement with Forge, who together have serviced over 10 , 000 client transactions worth more than $ 6 billion Series F Financing • On July 17 th , Coursera announced it has raised $ 130 million in Series F financing led by NEA • According to The Information , an online publication, this round values Coursera at approximately $ 2 . 5 billion Series B Financing • As reported by EdSurge in February 2020 , Course Hero executed a transaction involving $ 10 million of Series B funding at a $ 1 . 1 billion pre - money valuation led by NewView Capital, who also contributed $ 30 million to the company’s employee tender program • In July 2020 , Course Hero announced the launch of an educator exchange, where college faculty can earn income by uploading and sharing unique teaching, learning, and study materials with peers and students • In response to COVID - 19 , Course Hero offered educators free access to its document library of more than 40 million teaching and learning resources
47.5% 9.1% 18.8% 12.7% 11.4% Key Investment Themes As a Percentage of Total Investment Portfolio at Fair Value as of 6/30/2020 Note: Sustainability investment theme accounted for 0.5% of Total Investment Portfolio in the second quarter . 6 ($ in millions) (1) Sustainability investment theme accounted for 0.5%, or $0.9 million, of Total Investment Portfolio in the second quarter. (2) Total may not sum due to rounding. Legend Industry Theme (1) Fair Value % of Portfolio Education Technology $94.6 47.5% Big Data & Cloud $37.4 18.8% Financial Technology $25.3 12.7% Marketplaces $18.1 9.1% Social & Mobile $22.7 11.4% Total (2) $199.0 100.0% Second Quarter 2020
PIPE Opportunities via SPAC Mergers SuRo Capital remains well positioned to participate in private placements alongside SPACs 7 Second Quarter 2020 $0.5 $1.1 $0.5 $1.4 $1.7 $3.9 $3.5 $10.0 $10.8 $13.5 $22.0 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 YTD Source: Dealogic , Citigroup research. (1) Merger not closed. Key Facts 15 July 2020 SPAC Merger Announcements 65% 2020 SPAC Mergers Announced With P IPE Commitment 100 Active SPACs 30 SPACs With Live S - 1 Registration Statements $5.6B Total Announced PIPE Transactions In 2020 Closed SPAC Mergers $9.0B 2020 PIPE Commitments In Closed & Announced SPAC Mergers Notable 2020 SPAC Mergers With PIPE Opportunities Total SPAC Issuance ($ in billions) We are uniquely positioned to leverage our proprietary access to PIPE opportunities in SPAC mergers as we continue to invest in late - stage growth companies with institutional backing and attractive time horizons Target PIPE ($M) Industry SPAC Size ($M) Share Price Since Closing $380 Gaming $403 177% 34% FinTech $250 $275 $525 Automotive $200 275% $160 Gaming $200 NA (1) $185 Marketplace $131 NA (1) 23 SPACs With PIPE Commitments Closed Or Announced In 2020
8 Investment Activity – Rent the Runway • Founded in 2009 and headquartered in New York City, Rent the Runway operates an online platform, mobile app, and physical stores for the rental of designer apparel and accessories Description • As market leader, Rent the Runway has accumulated a strong data set and robust logistics infrastructure that has allowed it to run large - scale operations effectively across the US. • Rent the Runway is well - positioned to capitalize on the challenging retail environment and benefit from a rebound in demand for sustainable & affordable clothing options post - lockdown Opportunity • SuRo Capital invested $5 million in preferred stock of Rent the Runway • Given the attractive valuation at which SuRo Capital is making this investment, SuRo Capital believes there is strong upside potential as the economy continues to recover from COVID - 19 SuRo Capital Investment Activity Select Investors Second Quarter 2020
9 Investment Activity – Palantir Lending Trust • As part of our previously announced private credit initiatives, during Q2, SuRo Capital structured a collateralized loan to Palantir Lending Trust, a trust owned by an ex - Palantir employee Description • The collateralized loan funded the exercise of, and payment of associated taxes for, 2.26 million Class B common shares of Palantir Technologies, Inc. • SuRo Capital also participates in additional equity upside of underlying shares in a future liquidity event Opportunity • Term: 24 months (pre - payable if the Palantir shares are sold in an approved private or public transaction) • Interest Rate: 15% • Equity Upside: SuRo Capital participates in equity upside above $5.29 per share. The total participation varies based on the liquidation date of shares as well as the price per share at the time of liquidation Collateralized Loan Terms Palantir Company Update Second Quarter 2020 • In July 2020, several media outlets reported that Palantir confidentially filed its S - 1 ahead of an expected public listing in Summer or Fall 2020 • The potential public listing comes as Palantir reportedly expects to generate $1 billion in revenue this year and break even for the first time in its 16 - year history
10 Investment Activity - Neutron Holdings, Inc. (d/b/a Lime) Second Quarter 2020 • Founded in 2017 and headquartered in San Francisco, Lime operates a scooter - sharing platform designed to create an efficient micro - mobility infrastructure in over 100 countries Description • COVID - 19 is affecting transportation utilization as people worldwide limit travel, and governments enforce or encourage shelter in place measures. • However, SuRo Capital believes that Lime, particularly with new investment from Uber, is well - positioned to benefit from the re - opening of cities having recently won a permit to operate scooters in Paris Opportunity • Lime raised $170 million in a transaction led by Uber, and SuRo Capital invested its pro rata of $506,339 to pull forward a portion of its existing investment. • SuRo Capital believes the attractive valuation of this follow - on investment creates asymmetric upside opportunities as Lime continues to benefit from city re - openings SuRo Capital Investment Activity Select Investors
11 Investment Activity – Coursera • Coursera provides universal access to the world’s best education, partnering with top universities and organizations to offer courses online. • SuRo Capital initially invested in Coursera’s June 2013 Series B financing Description • The impact of COVID - 19 has accelerated demand for Coursera’s offerings, particularly for Coursera’s Coursera for Campus product, which has allowed schools to adapt to an online - only environment by providing Coursera - made online content for their students Opportunity • SuRo Capital invested its pro rata of $2.8 million in Coursera’s $130 million Series F equity financing. • According to The Information , this financing values Coursera at $2.5 billion SuRo Capital Investment Activity Select Investors Second Quarter 2020 Subsequent to Quarter End
Dollars ($ in millions) Per Share (1) Net Assets at Beginning of Period $172.5 $10.22 Net Investment Loss (2) ($4.7) ($0.29) Net Realized Loss on Investments ($0.0) ($0.00) Net Change in Unrealized Appreciation of Investments $26.5 $1.62 Repurchase of Common Stock (3) ($3.6) $0.17 Stock - Based Compensation (2) $2.0 $0.12 Net Assets at June 30, 2020 $192.7 $11.84 12 Financial Highlights For the Quarter Ended June 30, 2020 (1) Based on 16,279,679 total shares outstanding at June 30, 2020 (2) For the quarter ended June 30, 2020, this balance includes $2.0 million of accelerated recognition of compensation cost relat ed to the cancellation of all vested and unvested options on April 28, 2020. (3) During the quarter ended June 30, 2020, the Company repurchased 594,637 shares of SuRo Capital common stock, for approximatel y $ 3.6 million in cash under its Share Repurchase Program. The use of cash in connection with the repurchases decreased net asset value as of period end; however, the reduction in shares outstanding as of period end resulte d i n an increase in the net asset value per share. Second Quarter 2020 Second Quarter 2020
13 Share Repurchase Program Since commencement of the Share Repurchase Program in August 2017, SuRo Capital has repurchased approximately 20% of its then - outstanding shares (2) Period Shares Repurchased Cash Used Allocation Remaining 2017 Total Repurchases 934,658 $4.9 $5.1 2018 Total Repurchases 1,483,698 $10.3 $4.8 2019 Total Repurchases 749,128 $4.8 $5.0 Q1 2020 689,928 $3.7 $6.3 Q2 2020 594,637 $3.6 $2.7 (1) Total To Date 4,452,049 $27.3 $2.7 (1) ($ in millions) ($ in millions) (1) The remaining allocation includes the authorization of an additional $5.0 million to the S hare Repurchase Program on March 9, 2020, bringing Share Repurchase Program total to $30.0 million. (2) This calculation does not include shares repurchased through SuRo Capital’s Modified Dutch Auction T ender Offer, announced on October 21, 2019 and expired on November 22, 2019. The Tender Offer resulted in the repurchase of 1 ,44 9,275 shares for approximately $10.0 million. Second Quarter 2020