SUI Group Holdings Ltd 10-K, filed Mar 30, 2020
SUI Group Holdings Ltd. (SUIG)
About this 10-K
SUI Group Holdings Ltd filed this 10-K on March 30, 2020, covering the fiscal year ended December 31, 2019.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2019 or
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______________________ to ______________________
Commission File Number 814-00991
MILL CITY VENTURES III, LTD.
(Exact name of registrant as specified in its charter)
| Minnesota | 90-0316651 |
| (State of incorporation) | (I.R.S. Employer Identification No.) |
| 1907 Wayzata Blvd #205 | |
| Wayzata, Minnesota | 55391 |
| (Address of principal executive offices) | (Zip Code) |
Former name, former address and former fiscal year, if changed since last report
Registrant’s telephone number, including area code: (952) 479-1923
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Each Exchange on which Registered |
| None | |
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $0.001 par value per share
Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation ST (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ¨ | Accelerated filer ¨ | Non accelerated filer ¨ | Smaller reporting company x |
| 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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨ Yes x No
The aggregate market value of the voting stock held by persons other than officers, directors and more than 5% shareholders of the registrant as of June 30, 2019 was approximately $1,131,578 based on the closing sales price of $0.59 per share as reported on the OTCPK. As of March 30, 2020, there were 11,067,402 shares of the registrant’s common stock, $0.001 par value, outstanding.
DOCUMENTS INCORPORATED IN PART BY REFERENCE
None.
Mill City Ventures III, Ltd.
Form 10-K
Table of Contents
Overview
Mill City Ventures III, Ltd., formerly known as Poker Magic, Inc. (the “Company” or “we”), is a Minnesota corporation that was incorporated in January 2006. Until December 13, 2012, we were a developmentstage company that focused on promoting and placing a proprietary poker game online and into casinos and entertainment facilities nationwide. On February 7, 2013, we filed Form N-54A to become a business development company (“BDC”) under the 1940 Act. We operated as a BDC until we withdrew our election to be treated as a BDC by filing a Form N-54C with SEC on December 27, 2019. As of the time of this filing, we remain a public reporting company that files periodic reports with the SEC, and we are seeking opportunities to invest in or acquire one or more businesses. Nevertheless, any investment we make in business will be limited and structured in such a way as to ensure that no more than 40% of our total assets consist of investment securities to avoid inadvertent regulatory requirements under the 1940 Act.
Business as a BDC
As a BDC, we primarily focused on investing in or lending to private and smallcapitalization public companies and making managerial assistance available to such companies. Our investments included stock of or membership interests (typically referred to as units) in private companies, smallcap public company stocks, and promissory notes. In some cases the stock or membership interests we acquired was preferred stock or units, and in other cases the stock or membership interests acquired was common stock or units. In connection with our investments in promissory notes, we also obtained warrants to purchase common stock.
A BDC generally provides shareholders with the ability to retain the liquidity of a publicly traded stock, while sharing in the possible benefits of investing in emerginggrowth or expansion-stage companies that are privately or publicly owned. Revenues from our operations as a BDC relate to the earnings we received from our portfolio investments.
Our 2019 Portfolio
At December 31, 2019, we held investments in eight portfolio companies, which had an aggregate amortized cost of $1,976,370 and a fair value of $1,740,897. At December 31, 2018, we held 24 eligible portfolio investments, which had an aggregate amortized cost of $6,193,461 and a fair value of $9,354,622. Our portfolio investments at December 31, 2019 were as follows:
| • | 300,000 shares of Series B Convertible Preferred Stock of Kwikbit, Inc. At December 31, 2019, our cost for this holding was $150,000 and the fair value was $300,000. |
| • | 55,000 Class A Membership Units of Tzfat Spirits of Israel, LLC. At December 31, 2019, our cost for this holding was $101,019 and our fair value was $15,000. |
| • | 550,000 Membership Units of Northern Capital Partners I, LP. At December 31, 2019, our cost was $550,000 and fair value for this holding was $150,000. |
| • | Warrants to purchase 35,714 shares of common stock of Creative Realities Inc. At December 31, 2019, our aggregate cost and fair value for this holding was $0. |
| • | $369,200 Membership Interest in DBR Enclave U.S. Investors, LLC. At December 31, 2019, our cost and fair value for this holding was $369,200. |
| • | Warrants to purchase 566 shares of common stock of Reshape Life Sciences, Inc. At December 31, 2019, our aggregate cost for this holding was $679 and our fair value was $0. |
| • | 86,700 common shares of Manning & Napier, Inc. At December 31, 2019, our cost and fair value for this holding was $188,969 and $150,858, respectively. |
| • | 122,304 common shares of Educational Development Corp. At December 31, 2019, our cost and fair value for this holding was $616,503 and $755,839, respectively. |
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Dispositions of Investments
In 2019, we disposed of a substantial portion of the investments we had earlier made as a BDC. These dispositions were effected by management in an orderly fashion, at prices management believed to be fair, and at times management believed to advantageous. In all, we disposed of $9,110,237 in investments, nearly all of which remains as cash as of the time of this report.
Management
Currently, Mr. Douglas M. Polinsky, the Chief Executive Officer and Chairman of our Board of Directors, and Joseph A. Geraci, II, our Chief Financial Officer and a director of the Company, both serve as our senior management team.
Strategic Direction
As of the time of this filing, we remain a public reporting company that files periodic reports with the SEC. Although we are no longer a BDC and are no longer governed by the 1940 Act, we have yet to acquire a new operating business or decide upon a new business plan. In general, while we are presently seeking opportunities to invest in or acquire one or more businesses, we have determined that any investment we make to acquire or begin operating a new business will be limited and structured in such a way as to ensure that we will not again become subject to the 1940 Act.
Pending our acquisition of a business or investments we may make, we intend to keep the majority of assets in cash, cash equivalents such as money-market investments, U.S. government securities or high quality debt securities maturing in one year or less from the time of investment, which we refer to, collectively.
You should consider the following risk factors, in addition to the other information presented or incorporated by reference into this Annual Report on Form 10-K, in evaluating our business and any investment decision relating to our securities.
Risks Related to our Business
Because we have not definitively settled on a particular line of business as of the date of this filing, investors in our common stock risk investing in a business or model in which they presently cannot identify and evaluate business risks.
On December 27, 2019, we withdrew our election to be treated as a business development company (BDC) after having received approval for such action from our shareholders. As a result of that action and the gradual disposition of investments we made earlier, fewer than 40% of our total assets are presently composed of investment securities. Accordingly, we are no longer subject to the provisions of the Investment Company Act of 1940.
After the date of the withdrawal of our BDC election and through the date on which this report was filed, we consummated one additional investment in a short-term promissory note issued by a real estate concern. We structured that investment, however, in such a way that it would not constitute an “investment security” for purposes of the Investment Company Act. For the time being, we expect to continue availing ourselves of suitable investment opportunities as they arise and structuring any such investments we do make so as to prevent the Company from being subject to the Investment Company Act. In this regard, we are presently industry agnostic and seeking to avoid concentrations of investments in any one company that would exceed 40% of our total assets. At the same time, we are seeking and considering one or more new lines of business, which we may pursue through acquisition or organic development. In sum, we are seeking new business opportunities that may involve an acquisition or our own development of a new business; but pending identifying and executing on any such opportunity, we intend to remain opportunistic with our cash assets in hopes of consummating investments that earn a return for the Company and our investors, while being careful to structure such investments in ways that avoid causing the Company to become an “investment company” regulated under the Investment Company Act of 1940.
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Regardless of the strategic course our management and board eventually determine to take, for the time being our opportunistic approach to investment opportunities presents unique risks to investors in our common stock that are extremely difficult to quantify. As such, investors are practically unable to identify specific or general risks and evaluate those risks in light of their own risk tolerances. This makes an investment in our common stock particularly risky inasmuch as the strategic direction we eventually take may be inconsistent with an investor’s risk tolerance or interest as an investor. This fact, combined with the general illiquidity of our common stock (discussed below), presents significant and meaningful risk that an investor in our common stock may disagree or otherwise be uncomfortable with our strategic direction, and may have difficulty selling our stock at times and at prices they believe are desirable or appropriate. This could cause investors to experience significant losses in any investment in our common stock.
We have no relevant operating history upon which to evaluate our business.
Given the recent withdrawal of our election to be treated as a BDC under the Investment Company Act of 1940, and our determination to not again become subject to the Investment Company Act of 1940, the financial results included in this report relate to business operations in which we are no longer engaged. Given that fact, and that we have not definitively settled upon a particular line of business, investors have little means to evaluate the likelihood of our future success.
We may need to raise additional capital in the near future to fund operations, and such capital may not be available to us in sufficient amounts or on acceptable terms.
For the time being, management believes that our current cash is sufficient to continue operations for the foreseeable future, and has not potential or actual plans to seek additional financing. Nevertheless, if we determine to acquire an existing business, or make one or more significant investments, we may require additional financing.
Additional financing could be sought from a number of sources, including but not limited to additional sales of equity or debt securities, or loans from banks, other financial institutions or affiliates of the Company. We cannot, however, be certain that any such financing will be available on terms favorable or acceptable to us if at all. If additional funds are raised by the issuance of our equity securities, such as through the issuance of stock, convertible securities, or the issuance and exercise of warrants, then the ownership interest of our existing shareholders will be diluted. If additional funds are raised by the issuance of debt or other equity instruments, we may become subject to certain operational limitations, and such securities may have rights senior to the rights of our common shareholders. If adequate funds are not available on acceptable terms, we may be unable to consummate acquisitions or investments desired by our management and board.
Our ability to avail ourselves of future acquisition and investment opportunities as they arise, and any need we may have for additional capital, will almost certainly be affected by general economic conditions.
General economic conditions will almost certainly impact our ability to (i) identify and pursue acquisition and investment opportunities, and (ii) if necessary, seek and obtain additional financing on terms acceptable or favorable to us, if at all. Therefore, a deterioration in general economic conditions may slow the reorientation of our strategic direction.
We are highly dependent on the services provided by certain executives and key personnel.
Our success depends in significant part upon the continued service of our senior management personnel. In particular, the Company is materially dependent upon the services of Douglas M. Polinsky, our Chief Executive Officer and Chairman, and Joseph A. Geraci, II, our Chief Financial Officer and a director of the Company. Although we currently have employment agreements with these individuals, these agreements will not necessarily prevent the departure of these executives, whether due to death, disability, retirement or otherwise. Any loss of services provided by these executives would likely have a material and adverse effect on our operations and ability to execute our business plans.
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Our articles of incorporation grant our board of directors the power to designate and issue additional shares and classes of common and preferred stock.
Our authorized capital consists of 250,000,000 shares of capital stock. Pursuant to authority granted by our articles of incorporation, our board of directors, without any action by our shareholders, may designate and issue shares in such classes or series (including other classes or series of preferred stock) as it deems appropriate, and may establish the rights, preferences and privileges of such shares, including dividends, liquidation and voting rights. The rights of holders of new classes or series of stock that may be so designated and issued could be superior to the rights of holders of our common shares. The designation and issuance of shares of capital stock having preferential rights could adversely affect other rights appurtenant to shares of our common stock. Furthermore, any issuances of additional stock—common or preferred—will dilute the ownership interest of then-current holders of our capital stock and may dilute our book value per share.
Our stock is thinly traded, which may make it difficult to sell shares of our common stock.
Our common stock is thinly traded on Pink Sheets and we expect that our common stock will remain thinly traded for the foreseeable future. A low trading volume will generally make it difficult for our shareholders to sell their shares as and when they choose. Furthermore, low trading volumes are generally understood to depress market prices. As a result, our shareholders may not always be able to resell shares of our common stock publicly at the time and prices that they feel are fair or appropriate.
We may not pay dividends on our common stock.
We may not pay cash dividends on our common stock and have only a limited history of paying dividends, which history relates to the period of time during which we operated as a BDC. Accordingly, investors in our common stock may only obtain a return on their investment, if any, upon a subsequent sale of shares.
On January 1, 2019 we adopted ASU No. 2016-2, Leases (Topic 842), and its amendments and elected the effective date transition method.
The Company is subject to two 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 September 30, 2019 was 4.5% and the weighted average remaining lease term is 3 years.
Under ASC 840, rent expense for office facilities for the year ended December 31, 2019 was $73,685.
None.
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ITEM 5 MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is listed for trading on the OTC Pink Sheets under the symbol “MCVT”. The transfer agent and registrar for our common stock is Pacific Stock Transfer Company, 6725 Via Austi Parkway, Suite 300, Las Vegas, NV 89119. The following table sets forth the high and low bid prices for our common stock as reported by the OTCPK in 2019 and 2018. These quotations reflect interdealer prices, without retail markup, markdown, or commission, and may not represent actual transactions. Trading in our common stock during the period represented was infrequent, exemplified by low trading volume and many days during which no trades occurred.
| Market Price | Market Price | |||||||
| (High/Low) | (High/Low) | |||||||
| For the Fiscal Year/Quarter | 2019 | 2018 | ||||||
| First Quarter | $ 1.70 0.47 | $ 0.75 0.50 | ||||||
| Second Quarter | $ 0.70 0.58 | $ 0.61 0.40 | ||||||
| Third Quarter | $ 0.59 0.46 | $ 0.60 0.45 | ||||||
| Fourth Quarter | $ 0.70 0.41 | $ 0.60 0.25 | ||||||
Holders
As of the date of this filing, we had approximately 186 holders of record of our common stock.
Dividends
On February 15, 2019, our Board of Directors declared a cash dividend of $0.05 per share to all of our shareholders of record as of March 8, 2019. The dividend was paid on March 15, 2019.
Securities Authorized for Issuance Under Equity Compensation Plans
As of December 31, 2019, we had no outstanding options, warrants or other rights to purchase any equity securities of the Company under any equity compensation plan or “individual compensation arrangement,” as defined in Item 201 of Regulation SK. Furthermore, as of the date of this filing, we are not a party to any equity compensation plan, nor are we obligated under any “individual compensation arrangement” to issue any options, warrants, rights or other securities. We are not required by applicable state law or the listing standards of any selfregulatory agency (e.g., the OTCQX, NASD, AMEX or NYSE) to obtain the approval of our security holders prior to issuing any such compensatory options, warrants or other rights to purchase securities of the Company. Nevertheless, there are restrictions and limitations under the 1940 Act on our ability to grant options and warrants to members of our management and our noninterested, nonemployee directors that, in our case, generally prohibit any such grants in the absence of prior SEC approval.
Recent Sales of Unregistered Securities
None.
ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth below should be read in conjunction with our audited financial statements, and notes thereto, filed together with this Form 10-K.
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Cautionary Note Regarding ForwardLooking Statements
Some of the statements made in this section of our report are forwardlooking statements. These forwardlooking statements generally relate to and are based upon our current plans, expectations, assumptions and projections about future events. Our management currently believes that the various plans, expectations, and assumptions reflected in or suggested by these forwardlooking statements are reasonable. Nevertheless, all forwardlooking statements involve risks and uncertainties and our actual actions or future results may be materially different from the plans, objectives or expectations, or our assumptions and projections underlying our present plans, objectives and expectations, which are expressed in this report. An example of specific factors that might cause our actual results to differ from our current expectations include but are not limited to:
| • | Our lack of a comparable prior operating history to provide our management with a basis to better evaluate certain likelihoods; |
| • | Our inability, for any reason, to retain our executive management personnel; and |
| • | Our ceasing to be a BDC, and the uncertainties surrounding what type of business or businesses we may seek to invest in, acquire or build. |
The foregoing list is not exhaustive, and readers are urged to read carefully and consider the risk factors described elsewhere in this report. In light of the foregoing, prospective investors are cautioned that the forwardlooking statements included in this filing may ultimately prove to be inaccurate―even materially inaccurate. Because of the significant uncertainties inherent in such forwardlooking statements, the inclusion of such information should not be regarded as a representation or warranty by the Company or any other person that our objectives, plans, expectations or projections that are contained in this filing will be achieved in any specified time frame, if ever.
Results of Operations
| Year Ended | Year Ended | |||||||
| December 31, | December 31, | |||||||
| Item | 2019 | 2018 | ||||||
| Investment Income: | ||||||||
| Interest Income | $ | 109,795 | $ | 130,463 | ||||
| Investment Income: | ||||||||
| Interest Income | $ | 112,189 | $ | 109,795 | ||||
| Dividend Income | 49,473 | 40,927 | ||||||
| Operating Expenses: | ||||||||
| General Operating Expenses | 111,757 | 106,150 | ||||||
| Legal and Accounting Expenses | 209,897 | 186,477 | ||||||
| Executive Management Compensation | 340,003 | 248,101 | ||||||
| Insurance Expense | 82,773 | 80,318 | ||||||
| Director’s Fees | 90,000 | 60,000 | ||||||
| Net Investment Loss | $ | (672,768 | ) | $ | (530,324 | ) | ||
For the year ended December 31, 2019, the Company earned $78,264 in interest payments from one eligible portfolio company― DBR Enclave US Investors, LLC ― an additional $33,925 in bank interest on cash balances and note receivable, an aggregate of $46,293 in dividend payments from five eligible portfolio companies—Manning & Napier, Inc., Simulations Plus, Inc., Tessco Technologies, Inc., Educational Development Corp., and Taitron Components, Inc., and $3,180 in non-eligible portfolio company dividends.
For the year ended December 31, 2018, the Company earned $99,088 in interest payments from two eligible portfolio companies― DBR Enclave US Investors, LLC and Bravo Financial, LLC― an additional $10,707 in bank interest on cash balances and note receivable, an aggregate of $37,155 in dividend payments from five eligible portfolio companies—OTC Markets Group Cl A, Simulations Plus, Inc., Tessco Technologies, Inc., Educational Development Corp., and Taitron Components, Inc., and $3,772 in non-eligible portfolio company dividends.
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As the table above indicates, we incurred operating expenses aggregating $834,430 for the year ended December 31, 2019, and $681,046 for the year ended December 31, 2018. A discussion of the various components of our operating expenses for these periods is set forth below.
Director’s Fees. Our director’s fees were $90,000 for the year ended December 31, 2019 and $60,000 for the year ended December 31, 2018. The increase is due to an increase in director compensation approved during 2019.
Legal and Accounting Expenses. Our legal and accounting expenses were $209,897 for the year ended December 31, 2019 and $186,477 for the year ended December 31, 2018. The increase in the current period is primarily related to costs we incurred in the process of planning for, seeking, and obtaining authority for, the withdrawal of our BDC election.
Executive Management Compensation. For the year ended December 31, 2019 and December 31, 2018, executive management compensation aggregated $340,003 and $248,101, respectively, in cash payments. The increase in the current period is primarily due to the payment of a one-time bonus payment paid in 2019.
For the year ended December 31, 2019 and December 31, 2018, our net investment loss was $672,768 and $530,324, respectively. The increased net investment loss is primarily the result higher expenses as discussed above.
Financial Condition
For the year ended December 31, 2019, we had a decrease in net assets of $1,210,356. This decrease in net assets was primarily due to the payment of a dividend during 2019. Our net assets increased by $1,649,674 for the year ended December 31, 2018, primarily due to the appreciation in value on our portfolio positions in Bitesquad.com, LLC and HemaCare Corporation.
Liquidity and Capital Resources
Summary cash flow data is as follows:
| Year Ended | Year Ended | |||||||
| December 31, | December 31, | |||||||
| 2019 | 2018 | |||||||
| Cash flows provided (used) by: | ||||||||
| Operating activities | $ | 7,653,905 | $ | (1,192,193 | ) | |||
| Financing activities | (553,370 | ) | ||||||
| Net increase (decrease) in cash | 7,100,535 | (1,192,193 | ) | |||||
| Cash, beginning of period | 966,121 | 2,158,314 | ||||||
| Cash, end of period | $ | 8,066,656 | $ | 966,121 | ||||
We are not a party to any credit facilities or other sources of liquidity, and we have no present plans to become party to any credit facility. As a result, our $8,066,656 of cash at the end fiscal 2019 and our $966,121 of cash at the end of fiscal 2018 constituted our sole source of liquidity. Management believes cash on hand is sufficient to fund our anticipated operational and financing activities through fiscal 2020.
Capital Expenditures
We did not have any material commitments for capital expenditures in fiscal 2019 and we do not anticipate any such capital expenditures for fiscal 2020.
OffBalance Sheet Arrangements
We do not have any offbalance sheet arrangements, nor are we a party to any contract or other obligation not included on its balance sheet that has, or is reasonably likely to have, a current or future effect on our financial condition.
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Critical Accounting Policies
Critical accounting policies are policies that are both most important to the portrayal of the Company’s financial condition and results, and that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our critical accounting policies relate to investment valuation and interest and dividend income as an investment company.
Investment Valuation
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. Unrealized gains or losses primarily reflect the change in investment values, including the reversal of previously recorded unrealized gains or losses when gains or losses are realized.
Investments for which market quotations are readily available are typically valued at such market quotations. In order to validate market quotations, we look at a number of factors to determine if the quotations are representative of fair value, including the source and nature of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value as determined in good faith by the Valuation Committee of our Board of Directors, based on, among other things, the input of our executive management, Audit Committee and independent third party valuation expert that may be engaged by management to assist in the valuation of our portfolio investments. Valuation determinations are in all cases made in conformity with the written valuation policies and procedures respecting the valuation of Company investments.
Interest and Dividend Income Recognition
Interest income is recorded on an accrual basis and includes the accretion of discounts and amortization of premiums. Discounts from and premiums to par value on securities purchased are accreted/amortized into interest income over the life of the respective 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 nonaccrual 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. Accrued and unpaid interest is generally reversed when a loan is placed on nonaccrual status. Interest payments received on nonaccrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Nonaccrual 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 this if the 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 the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the exdividend date for publicly traded portfolio companies.
Use of Estimates
Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. The application of GAAP requires that we make estimates that affect our reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ significantly from these estimates.
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ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and
Shareholders of Mill City Ventures III, Ltd.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Mill City Ventures III, Ltd. (the Company) as of December 31, 2019 and 2018, including the investment schedules, the related statements of operations, shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2019 and 2018, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended December 31, 2019 and 2018, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Emphasis of Matter – Investment Valuation
As explained in Note 7 to the financial statements, the accompanying financial statements include investments valued at $834,200 and $5,164,319, for 2019 and 2018, respectively, whose fair values have been estimated by the validation committee and management in the absence of readily determinable fair values. Such estimates are based on financial and other information provided by management in the absence of readily determinable fair values. Such estimates are based on financial and other information provided by management of its portfolio companies and pertinent market and industry data. These investments are valued in accordance with FASB ASC 820, “Fair Value Measurement”, which requires the Company to assume that the portfolio investments are sold in a principal market to market participants. The Company has considered its principal market as the market in which the Company exists its portfolio investments with the greatest volume and level of activity. ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to these valuation techniques are observable or unobservable. The investments are valued based on unobservable inputs as of December 31, 2019, and 2018 of $834,200 and $5,164,319, respectively. Because such valuations, and particularly valuations of private investments and private companies, are inherently uncertain, they may fluctuate significantly over short periods of time. These determinations of fair value could differ materially from the values that would have been utilized had a ready market for these investments existed.
/s/ Boulay PLLP
We have served as the Company’s auditor since 2019
Minneapolis, Minnesota
March 30, 2020
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Mill City Ventures III, Ltd.
| December 31, 2019 | December 31, 2018 | ||||||||
| ASSETS | |||||||||
| Investments, at fair value: | $ | 1,740,897 | $ | 9,960,192 | |||||
| Non-control/non-affiliate investments (cost: $1,976,370 and | |||||||||
| $6,958,827 respectively) | |||||||||
| Cash | 8,066,656 | 966,121 | |||||||
| Note receivable | 250,000 | 250,000 | |||||||
| Prepaid expenses | 31,557 | 47,156 | |||||||
| Receivable for sale of investments | — | 18,999 | |||||||
| Interest and dividend receivables | 6,500 | 72,901 | |||||||
| Right-of-use lease asset | 40,823 | — | |||||||
| Property and equipment, net | 2,071 | 4,645 | |||||||
| Total Assets | $ | 10,138,504 | $ | 11,320,014 | |||||
| LIABILITIES | |||||||||
| Accounts payable | $ | 24,996 | $ | 41,125 | |||||
| Lease liability | 44,975 | — | |||||||
| Total Liabilities | 69,971 | 41,125 | |||||||
| Commitments and Contingencies | |||||||||
| SHAREHOLDERS EQUITY (NET ASSETS) | |||||||||
| Common Stock, par value $0.001 per share (250,000,000 authorized; | 11,067 | 11,067 | |||||||
| 11,067,402 and 11,067,402 outstanding) | |||||||||
| Additional paid-in capital | 10,774,653 | 10,774,653 | |||||||
| Accumulated deficit | (1,159,665 | ) | (1,159,665 | ) | |||||
| Accumulated undistributed investment loss | (2,397,865 | ) | (1,725,097 | ) | |||||
| Accumulated undistributed net realized gains on investment transactions | 3,075,816 | 376,566 | |||||||
| Net unrealized appreciation (depreciation) in value of investments | (235,473 | ) | 3,001,365 | ||||||
| Total Shareholders' Equity (net assets) | 10,068,533 | 11,278,889 | |||||||
| Total Liabilities and Shareholders' Equity | $ | 10,138,504 | $ | 11,320,014 | |||||
| Net Asset Value Per Common Share | $ | 0.91 | $ | 1.02 | |||||
The accompanying notes are an integral part of these financial statements.
| 11 |
Mill City Ventures III, Ltd.
| Year Ended | ||||||||
| December 31, 2019 | December 31, 2018 | |||||||
| Investment Income | ||||||||
| Interest income | $ | 112,189 | $ | 109,795 | ||||
| Dividend income | 49,473 | 40,927 | ||||||
| Total Investment Income | 161,662 | 150,722 | ||||||
| Operating Expenses | ||||||||
| Professional fees | 209,897 | 186,477 | ||||||
| Payroll | 340,003 | 248,101 | ||||||
| Insurance | 82,773 | 80,318 | ||||||
| Occupancy | 73,685 | 78,180 | ||||||
| Director's fees | 90,000 | 60,000 | ||||||
| Depreciation and amortization | 2,574 | 10,130 | ||||||
| Other general and administrative | 35,498 | 17,840 | ||||||
| Total Operating Expenses | 834,430 | 681,046 | ||||||
| Net Investment Loss | $ | (672,768 | ) | $ | (530,324 | ) | ||
| Realized and Unrealized Gain (Loss) on Investments | ||||||||
| Net realized gain (loss) on investments | 3,252,620 | (581,252 | ) | |||||
| Net change in unrealized appreciation (depreciation) on investments | (3,236,838 | ) | 2,761,250 | |||||
| Net Realized and Unrealized Gain on Investments | 15,782 | 2,179,998 | ||||||
| Net Increase (Decrease) in Net Assets Resulting from Operations | $ | (656,986 | ) | $ | 1,649,674 | |||
| Net Increase (Decrease) in Net Assets Resulting from Operations per share: | ||||||||
| Basic and diluted | $ | (0.06 | ) | $ | 0.15 | |||
| Weighted-average number of common shares outstanding – basic and diluted | 11,067,402 | 11,067,402 | ||||||
The accompanying notes are an integral part of these financial statements.
| 12 |
Mill City Ventures III, Ltd.
Statements of Shareholders’ Equity
For the years ended December 31, 2019 and 2018
| Year Ended December 31, 2019 | Common Shares | Par Value | Additional Paid In Capital | Accumulated Deficit | Accumulated Undistributed Net Investment Loss | Accumulated Undistributed Net Realized Gain on Investments Transactions | Net Unrealized Appreciation (Depreciation) in value of Investments | Total Shareholders' Equity | ||||||||||||||||||||||||
| Balance as of December 31, 2018 | 11,067,402 | $ | 11,067 | $ | 10,774,653 | $ | (1,159,665 | ) | $ | (1,725,097 | ) | $ | 376,566 | $ | 3,001,365 | $ | 11,278,889 | |||||||||||||||
| Dividend Distribution | — | — | — | — | (553,370 | ) | — | (553,370 | ) | |||||||||||||||||||||||
| Undistributed net investment loss | — | — | — | (672,768 | ) | — | — | (672,768 | ) | |||||||||||||||||||||||
| Undistributed net realized gain on investment transactions | — | — | — | — | 3,252,620 | — | 3,252,620 | |||||||||||||||||||||||||
| Depreciation in value of investments | — | — | — | — | — | (3,236,838 | ) | (3,236,838 | ) | |||||||||||||||||||||||
| 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 | ||||||||||||||
| Year Ended December 31, 2018 | Common Shares | Par Value | Additional Paid In Capital | Accumulated Deficit | Accumulated Undistributed Net Investment Loss | Accumulated Undistributed Net Realized Gain on Investments Transactions | Net Unrealized Appreciation in value of Investments | Total Shareholders' Equity | ||||||||||||||||||||||||
| Balance as of December 31, 2017 | 11,067,402 | $ | 11,067 | $ | 10,774,653 | $ | (1,159,665 | ) | $ | (1,194,773 | ) | $ | 957,818 | $ | 240,115 | $ | 9,629,215 | |||||||||||||||
| Undistributed net investment loss | — | — | — | (530,324 | ) | — | — | (530,324 | ) | |||||||||||||||||||||||
| Undistributed net realized loss on investment transactions | — | — | — | — | (581,252 | ) | — | (581,252 | ) | |||||||||||||||||||||||
| Appreciation in value of investments | — | — | — | — | — | 2,761,250 | 2,761,250 | |||||||||||||||||||||||||
| Balance as of December 31, 2018 | 11,067,402 | $ | 11,067 | $ | 10,774,653 | $ | (1,159,665 | ) | $ | (1,725,097 | ) | $ | 376,566 | $ | 3,001,365 | $ | 11,278,889 | |||||||||||||||
The accompanying notes are an integral part of these financial statements.
| 13 |
Mill City Ventures III, Ltd.
| Year Ended | ||||||||
| December 31, 2019 | December 31, 2018 | |||||||
| Cash flows from operating activities: | ||||||||
| Net increase (decrease) in net assets resulting from operations | $ | (656,986 | ) | $ | 1,649,674 | |||
| Adjustments to reconcile net increase (decrease) in net assets resulting | ||||||||
| from operations to net cash provided (used) in operating activities: | ||||||||
| Net change in unrealized appreciation or depreciation on investments | 3,236,838 | (2,761,250 | ) | |||||
| Net realized gain or loss on investments | (3,252,620 | ) | 581,252 | |||||
| Payments for purchases of investments | (875,160 | ) | (3,097,109 | ) | ||||
| Payments for purchases of investments sold short | — | (477,442 | ) | |||||
| Proceeds from sales of investments | 9,080,118 | 2,579,072 | ||||||
| Proceeds from sales of investments sold short | 30,119 | 456,145 | ||||||
| Depreciation & amortization expense | 2,574 | 10,130 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Receivable from sale on investments | 18,999 | 248,120 | ||||||
| Note receivable from shareholder | — | (250,000 | ) | |||||
| Interest and dividends receivable | 66,401 | (33,327 | ) | |||||
| Prepaid expenses and other assets | 32,299 | 15,393 | ||||||
| Accounts payable and other liabilities | (28,677 | ) | 4,034 | |||||
| Deferred rent | — | (10,663 | ) | |||||
| Payable for purchase of investments | — | (106,222 | ) | |||||
| Net cash provided (used) in operating activities | 7,653,905 | (1,192,193 | ) | |||||
| Cash flows from financing activities: | ||||||||
| Payments for common stock dividend | (553,370 | ) | — | |||||
| Net cash used by financing activities | (553,370 | ) | — | |||||
| Net increase (decrease) in cash | 7,100,535 | (1,192,193 | ) | |||||
| Cash, beginning of period | 966,121 | 2,158,314 | ||||||
| Cash, end of period | $ | 8,066,656 | $ | 966,121 | ||||
The accompanying notes are an integral part of these financial statements.
| 14 |
Mill City Ventures III, Ltd.
As of December 31, 2019
| Investments (1) | Investment Type (5) | Interest Rate (2)(6) | Expiration Date (7) | Shares /Units | Cost | Fair Value | Percentage of Net Assets | Gross Unrealized Appreciation | Gross Unrealized Depreciation | Net Unrealized Appreciation (Depreciation) | ||||||||||||||||||||||
| Equity Investments | ||||||||||||||||||||||||||||||||
| Advertising | ||||||||||||||||||||||||||||||||
| Creative Realities, Inc. | Warrants (8) | n/a | 12/28/2020 | 35,714 | $ | — | $ | — | 0.00 | % | $ | — | $ | — | $ | — | ||||||||||||||||
| Consumer | ||||||||||||||||||||||||||||||||
| Tzfat Spirits of Israel, LLC | LLC Membership Units (8) | n/a | n/a | 55,000 | 101,019 | 15,000 | — | 86,019 | (86,019 | ) | ||||||||||||||||||||||
| 101,019 | 15,000 | 0.15 | % | — | 86,019 | (86,019 | ) | |||||||||||||||||||||||||
| Financial | ||||||||||||||||||||||||||||||||
| Manning & Napier, Inc. | Common Stock | n/a | n/a | 86,700 | 188,969 | 150,858 | — | 38,111 | (38,111 | ) | ||||||||||||||||||||||
| 188,969 | 150,858 | 1.50 | % | — | 38,111 | (38,111 | ) | |||||||||||||||||||||||||
| Healthcare | ||||||||||||||||||||||||||||||||
| Reshape Life Sciences Inc. | Warrants (8) | n/a | 8/16/2024 | 566 | 679 | — | — | 679 | (679 | ) | ||||||||||||||||||||||
| 679 | — | 0.00 | % | — | 679 | (679 | ) | |||||||||||||||||||||||||
| Information Technology | ||||||||||||||||||||||||||||||||
| Kwikbit Inc. (fka MAX 4G) | Preferred Stock (8) | n/a | n/a | 300,000 | 150,000 | 300,000 | 150,000 | — | 150,000 | |||||||||||||||||||||||
| 150,000 | 300,000 | 2.98 | % | 150,000 | — | 150,000 | ||||||||||||||||||||||||||
| Leisure & Hospitality | ||||||||||||||||||||||||||||||||
| DBR Enclave US Investors, LLC | LLC Units Units | n/a | n/a | 369,200 | 369,200 | 369,200 | — | — | — | |||||||||||||||||||||||
| 369,200 | 369,200 | 3.67 | % | — | — | — | ||||||||||||||||||||||||||
| Oil & Gas | ||||||||||||||||||||||||||||||||
| Northern Capital Partners I, LP | Limited Partnership Units (8) | n/a | n/a | 550,000 | 550,000 | 150,000 | — | 400,000 | (400,000 | ) | ||||||||||||||||||||||
| 550,000 | 150,000 | 1.49 | % | — | 400,000 | (400,000 | ) | |||||||||||||||||||||||||
| Publishing | ||||||||||||||||||||||||||||||||
| Educational Development Corp. | Common Stock | n/a | n/a | 122,304 | 616,503 | 755,839 | 7.50 | % | 150,106 | 10,770 | 139,336 | |||||||||||||||||||||
| Total Equity Investments | $ | 1,976,370 | $ | 1,740,897 | 17.29 | % | $ | 300,106 | $ | 535,579 | $ | (235,473 | ) | |||||||||||||||||||
| Total Cash | 8,066,656 | 8,066,656 | 80.12 | % | — | — | — | |||||||||||||||||||||||||
| Total Investments and Cash | $ | 10,043,339 | $ | 9,807,553 | 97.41 | % | $ | 300,106 | $ | 535,579 | $ | (235,473 | ) | |||||||||||||||||||
| (1) | All investments and all cash, restricted cash and cash equivalents are “qualifying assets” under Section 55(a) of the Investment Company Act of 1940 unless indicated to the contrary in the table or by footnote. |
| (2) | Interest is presented on a per annum basis. |
| (5) | In the case of warrants, warrants provide for the right to purchase common equity of the issuer. |
| (6) | In the case of preferred stock, this represents the right to annual cumulative dividends calculated on a per annum basis. |
| (7) | In the case of warrants, purchase rights under the warrants will expire at the close of business on this date. |
| (8) | Investment is not an income-producing investment. |
At December 31, 2019, aggregate non-qualifying assets represented approximately 0.9% of our total assets.
At December 31, 2019, the estimated net unrealized loss for federal tax purposes was $58,586, based on a tax cost basis of $1,799,483.
At December 31, 2019, the estimated aggregate gross unrealized gain for federal income tax purposes was $300,106 and the estimated aggregate gross unrealized loss for federal income tax purposes was $358,692.
| 15 |
Mill City Ventures III, Ltd.
As of December 31, 2018
| Investments (1) | Investment Type | Interest Rate (2) | Maturity Date | Principal Amount | Cost | Fair Value | Percentage of Net Assets | Gross Unrealized Appreciation | Gross Unrealized Depreciation | Net Unrealized Appreciation (Depreciation) | ||||||||||||||||||||||
| Equity Investments | ||||||||||||||||||||||||||||||||
| Advertising | ||||||||||||||||||||||||||||||||
| Creative Realities, Inc. | Warrants (8) | n/a | 12/28/2020 | 35,714 | $ | — | $ | — | 0.00 | % | $ | — | $ | — | $ | — | ||||||||||||||||
| Business Services | ||||||||||||||||||||||||||||||||
| Park City Group Inc. | Common Stock | n/a | n/a | 10,000 | 68,222 | 59,700 | — | 8,522 | (8,522 | ) | ||||||||||||||||||||||
| Qualstar Corp. | Common Stock | n/a | n/a | 11,299 | 61,455 | 59,320 | — | 2,135 | (2,135 | ) | ||||||||||||||||||||||
| Spar Group Inc. | Common Stock (8) | n/a | n/a | 200,012 | 284,592 | 107,206 | — | 177,386 | (177,386 | ) | ||||||||||||||||||||||
| 414,269 | 226,226 | 2.01 | % | — | 188,043 | (188,043 | ) | |||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||||||||||
| Famous Daves of America, Inc. | Common Stock | n/a | n/a | 38,963 | 154,409 | 178,840 | 24,431 | — | 24,431 | |||||||||||||||||||||||
| Gaia, Inc. | Common Stock | n/a | n/a | 10,000 | 157,047 | 103,600 | — | 53,447 | (53,447 | ) | ||||||||||||||||||||||
| HG Holdings, Inc. | Common Stock (8) | n/a | n/a | 200,000 | 199,118 | 87,000 | — | 112,118 | (112,118 | ) | ||||||||||||||||||||||
| NTN Buzztime Inc. | Common Stock | n/a | n/a | 16,370 | 46,437 | 31,921 | — | 14,516 | (14,516 | ) | ||||||||||||||||||||||
| Tzfat Spirits of Israel, LLC | LLC Membership Units (8) | n/a | n/a | 55,000 | 101,019 | 25,000 | — | 76,019 | (76,019 | ) | ||||||||||||||||||||||
| 658,030 | 426,361 | 3.78 | % | 24,431 | 256,100 | (231,669 | ) | |||||||||||||||||||||||||
| Education | ||||||||||||||||||||||||||||||||
| Nat'l Amer. Univ. Holdings, Inc. | Common Stock | n/a | n/a | 52,053 | 59,123 | 9,370 | 0.08 | % | — | 49,753 | (49,753 | ) | ||||||||||||||||||||
| Financial | ||||||||||||||||||||||||||||||||
| OTC Markets Group Cl A | Common Stock | n/a | n/a | 7,000 | 118,889 | 203,280 | 84,391 | — | 84,391 | |||||||||||||||||||||||
| Ladenburg Thalmn | Common Stock (9) | n/a | n/a | 50,000 | 145,364 | 116,500 | — | 28,864 | (28,864 | ) | ||||||||||||||||||||||
| 264,253 | 319,780 | 2.84 | % | 84,391 | 28,864 | 55,527 | ||||||||||||||||||||||||||
| Healthcare | ||||||||||||||||||||||||||||||||
| Reshape Life Sciences Inc Pfd Conv Ser B | Preferred LLC Units (4) (8) | n/a | n/a | 156 | 155,321 | 32,448 | — | 122,873 | (122,873 | ) | ||||||||||||||||||||||
| Reshape Life Sciences Inc Pfd Conv Ser B | Warrants (8) | n/a | 8/16/2024 | 67,860 | 679 | — | — | 679 | (679 | ) | ||||||||||||||||||||||
| HemaCare Corp. | Common Stock (8) | n/a | n/a | 134,697 | 416,222 | 1,306,561 | 890,339 | — | 890,339 | |||||||||||||||||||||||
| 572,222 | 1,339,009 | 11.87 | % | 890,339 | 123,552 | 766,787 | ||||||||||||||||||||||||||
| Industrial Goods | ||||||||||||||||||||||||||||||||
| CPI Aerostructures Inc. | Common Stock | n/a | n/a | 25,000 | 229,832 | 159,250 | — | 70,582 | (70,582 | ) | ||||||||||||||||||||||
| Optex Systems Holdings, Inc. | Common Stock | n/a | n/a | 21,642 | 39,531 | 28,351 | — | 11,180 | (11,180 | ) | ||||||||||||||||||||||
| 269,363 | 187,601 | 1.66 | % | — | 81,762 | (81,762 | ) | |||||||||||||||||||||||||
| Information Technology | ||||||||||||||||||||||||||||||||
| Franklin Wireless Corp. | Common Stock | n/a | n/a | 38,189 | 71,435 | 86,689 | 15,254 | — | 15,254 | |||||||||||||||||||||||
| Gogo Inc. | Common Stock | n/a | n/a | 10,000 | 57,640 | 29,900 | — | 27,740 | (27,740 | ) | ||||||||||||||||||||||
| Insite Software Solutions, Inc | Warrants (8) | n/a | 12/30/2023 | 108,960 | — | — | — | — | — | |||||||||||||||||||||||
| Intelligent Systems Corp. | Common Stock | n/a | n/a | 9,671 | 130,269 | 124,949 | — | 5,320 | (5,320 | ) | ||||||||||||||||||||||
| Kwikbit Inc. (fka MAX 4G) | Preferred Stock (8) | n/a | n/a | 300,000 | 150,000 | 300,000 | 150,000 | — | 150,000 | |||||||||||||||||||||||
| Microvision, Inc. | Common Stock | n/a | n/a | 5,000 | 6,250 | 3,020 | — | 3,230 | (3,230 | ) | ||||||||||||||||||||||
| Points International, Inc. | Common Stock | n/a | n/a | 8,000 | 98,932 | 79,680 | — | 19,252 | (19,252 | ) | ||||||||||||||||||||||
| Simulations Plus, Inc. | Common Stock | n/a | n/a | 24,001 | 237,363 | 477,611 | 240,248 | — | 240,248 | |||||||||||||||||||||||
| Taitron Components Inc. | Common Stock | n/a | n/a | 20,000 | 41,295 | 34,600 | 470 | 7,165 | (6,695 | ) | ||||||||||||||||||||||
| TESSCO Technologies Inc. | Common Stock | n/a | n/a | 20,074 | 346,203 | 240,888 | — | 105,315 | (105,315 | ) | ||||||||||||||||||||||
| Travelzoo, Inc. | Common Stock | n/a | n/a | 15,100 | 138,966 | 148,433 | 11,159 | 1,692 | 9,467 | |||||||||||||||||||||||
| 1,278,353 | 1,525,770 | 13.53 | % | 417,131 | 169,714 | 247,417 | ||||||||||||||||||||||||||
| Leisure & Hospitality | ||||||||||||||||||||||||||||||||
| Bitesquad.com LLC | Preferred LLC Units (4) (8) | n/a | n/a | 13,227 | 726,736 | 714,258 | — | 12,478 | (12,478 | ) | ||||||||||||||||||||||
| Bitesquad.com LLC | Common Stock (8) | n/a | n/a | 60,316 | 288,157 | 3,136,432 | 2,848,275 | — | 2,848,275 | |||||||||||||||||||||||
| DBR Enclave US Investors, LLC | LLC Units Units | n/a | n/a | 500,000 | 500,000 | 500,000 | — | — | — | |||||||||||||||||||||||
| 1,514,893 | 4,350,690 | 38.57 | % | 2,848,275 | 12,478 | 2,835,797 | ||||||||||||||||||||||||||
| Oil & Gas | ||||||||||||||||||||||||||||||||
| Northern Capital Partners I, LP | LP Units (8) | n/a | n/a | 550,000 | 550,000 | 488,629 | — | 61,371 | (61,371 | ) | ||||||||||||||||||||||
| Southern Plains Resources, Inc. | Common Stock (8) | n/a | n/a | 600,000 | 730,000 | — | — | 730,000 | (730,000 | ) | ||||||||||||||||||||||
| 1,280,000 | 488,629 | 4.33 | % | — | 791,371 | (791,371 | ) | |||||||||||||||||||||||||
| Publishing | ||||||||||||||||||||||||||||||||
| Educational Development Corp. | Common Stock | n/a | n/a | 127,404 | 648,321 | 1,086,756 | 9.64 | % | 438,435 | — | 438,435 | |||||||||||||||||||||
| Total Equity Investments | $ | 6,958,827 | $ | 9,960,192 | 88.31 | % | $ | 4,703,002 | $ | 1,701,637 | $ | 3,001,365 | ||||||||||||||||||||
| Total Cash | 966,121 | 966,121 | 8.57 | % | — | — | — | |||||||||||||||||||||||||
| Total Investments and Cash | $ | 7,924,948 | $ | 10,926,313 | 96.87 | % | $ | 4,703,002 | $ | 1,701,637 | $ | 3,001,365 | ||||||||||||||||||||
| (1) | All investments and all cash, restricted cash and cash equivalents are “qualifying assets” under Section 55(a) of the Investment Company Act of 1940 unless indicated to the contrary in the table or by footnote. |
| (2) | Interest is presented on a per annum basis. |
| (4) | Investment is secured by equity of the issuer. |
| (5) | In the case of warrants, warrants provide for the right to purchase common equity of the issuer. |
| (6) | In the case of preferred stock, this represents the right to annual cumulative dividends calculated on a per annum basis. |
| (7) | In the case of warrants, purchase rights under the warrants will expire at the close of business on this date. |
| (8) | Investment is not an income-producing investment. |
| (9) | Investment is neither a “qualifying asset” under Section 55(a) of the Investment Company Act of 1940, nor a restricted security. |
At December 31, 2018, aggregate non-qualifying assets represented approximately 6.0% of our total assets.
At December 31, 2018, the estimated net unrealized gain for federal tax purposes was $3,202,798, based on a tax cost basis of $6,757,394.
At December 31, 2018, the estimated aggregate gross unrealized gain for federal income tax purposes was $4,789,742 and the estimated aggregate gross unrealized loss for federal income tax purposes was $1,586,944.
The accompanying notes are an integral part of these financial statements.
| 16 |
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 developmentstage company that focused on promoting and placing a proprietary poker game online and into casinos and entertainment facilities nationwide. On February 7, 2013, we filed Form N-54A to become a business development company (“BDC”) under the 1940 Act. We operated as a BDC until we withdrew our election to be treated as a BDC by filing a Form N-54C with SEC on December 27, 2019. As of the time of this filing, we remain a public reporting company that files periodic reports with the SEC, and we are seeking opportunities to invest in or acquire one or more businesses. Nevertheless, any investment we make in business will be limited and structured in such a way as to ensure that no more than 40% of our total assets consist of investment securities.
Because we operated as a BDC or investment company from 2013 through December 27, 2019, the financial statements in this report reflect our operations as a business development company, or “BDC,” under the Investment Company Act of 1940 (the “1940 Act”) including the December 31, 2019 balance sheet. During that time, we were primarily focused on investing in or lending to privately held and small capitalization publicly traded U.S. companies, and making managerial assistance available to such companies. A majority of our investments by dollar amount were structured as purchases of preferred or common stock or loans evidenced by promissory notes that may have been convertible into stock by their terms or that may have been accompanied by the issuance to us of warrants or similar rights to purchase stock. Our investment objective was to generate income and capital appreciation that ultimately became realized gains.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of estimates: The preparation of financial statements in conformity with GAAP requires management and our independent board members 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. For more information, see the “Valuation of portfolio investments” caption below, and “Note 7 – 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 portfolio 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 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 portfolio investments, but in all cases consistent with our written valuation policies and procedures.
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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 a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it.
Income taxes:
Due to our change in business model, we now accounts 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 considers 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.
The Company files income tax returns in the U.S. Federal jurisdiction and various state jurisdictions. Based on its evaluation, the Company believes it has no significant unrecognized tax positions. The Company’s evaluation was performed for the tax years ended December 31, 2016 through 2019, which are the tax years that remain subject to examination by major tax jurisdictions as of December 31, 2019. The Company does not believe there will be any material changes in its unrecognized tax positions over the next 12 months.
Prior to the business model change in 2019, we operated as a BDC under the 1940 Act. As such, we planned to be taxed as a regulated investment company, or “RIC”. Compliance with the requirements of the Internal Revenue Code applicable to RICs required us to distribute at least 90% of our investment company taxable income to shareholders. Our intention was to distribute (or retain through a deemed distribution) all of our investment company taxable income and net capital gain, therefore we have made no provision for income taxes prior to 2019. Book and tax basis differences relating to shareholder dividends and distributions and other permanent book and tax differences were reclassified to paid-in capital. For more information of the current year provision, see Note 11, “Income Taxes”.
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 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. 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 the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.
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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.
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.
Management and service fees: We do not incur expenses related to management and service fees. Our executive management team manages our investments as part of their employment responsibilities.
Recently Adopted Accounting Pronouncements:
In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The guidance in this ASU supersedes the leasing guidance in Leases (Topic 840). Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for those leases previously classified as operating leases. The guidance requires the use of a modified retrospective transition approach, which includes a number of optional practical expedients that entities may elect to apply. The amendments in ASU No. 2016-02 are effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early adoption permitted.
Effective January 1, 2019, the Company adopted the new lease accounting standard using the optional transition method which allowed us to continue to apply the guidance under the lease standard in effect at the time in the comparative periods presented. In addition, the Company elected the package of practical expedients, which allowed us to not reassess whether any existing contracts contain a lease, to not reassess historical lease classification as operating or finance leases, and to not reassess initial direct costs. The Company has not elected the practical expedient to use hindsight to determine the lease term for its leases at transition. The Company has also elected the practical expedient allowing us to not separate the lease and non-lease components for all classes of underlying assets. The Company elected the short-term lease recognition exemption for all leases that qualified. This means, for those leases that qualified, the Company did not recognize right-of-use assets or lease liabilities, and this included not recognizing right-of-use assets or lease liabilities for existing short-term leases of those assets in transition. Adoption of this standard resulted in the recording of operating lease ROU assets and corresponding operating lease liabilities of $57,523 each, as of January 1, 2019, with no impact on accumulated deficit. Financial position for reporting periods beginning on or after January 1, 2019, are presented under the new guidance, while prior period amounts are not adjusted and continue to be reported in accordance with previous guidance.
Additional information and disclosures required by this new standard are contained in Note 10, 'Operating Leases'.
NOTE 3 — NET GAIN (LOSS) PER COMMON SHARE
Basic net gain (loss) per common share is computed by dividing net increase (decrease) in net assets resulting from operations by the weightedaverage number of vested common shares outstanding during the period. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net gain per common share follows:
| For the Year Ended December 31, | ||||||||
| 2019 | 2018 | |||||||
| Numerator: Net increase (decrease) in net assets resulting from operations | $ | (656,986 | ) | $ | 1,649,674 | |||
| Denominator: Weighted-average number of common shares outstanding | 11,067,402 | 11,067,402 | ||||||
| Basic and diluted net gain (loss) per common share | $ | (0.06 | ) | $ | 0.15 | |||
At December 31, 2019 and 2018, the Company did not have any options or warrants outstanding or any other dilutive common equivalent shares.
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NOTE 4—LEASES
On January 1, 2019 we adopted ASU No. 2016-2, Leases (Topic 842), and its amendments and elected the effective date transition method.
The Company is 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, 2019 was 4.5% and the weighted average remaining lease term is 2 years.
Under ASC 840, rent expense for office facilities for the year ended December 31, 2019 and December 31, 2018 was $73,685 and $78,180, respectively.
The components of our operating lease were as follows for the three and twelve months ended December 31, 2019:
| Three-Month | Year | |||||||
| Ended | Ended | |||||||
| December 31, 2019 | December 31, 2019 | |||||||
| Operating lease costs | $ | 4,779 | $ | 19,008 | ||||
| Variable lease cost | $ | 4,223 | 16,654 | |||||
| Short-term lease cost | $ | 7,433 | 29,660 | |||||
| Total | $ | 16,435 | $ | 65,322 | ||||
The following is a schedule of the aggregate required annual minimum lease payments.
| Year | Amount | |||
| 2020 | $ | 20,551 | ||
| 2021 | 21,162 | |||
| 2022 | 5,396 | |||
| TOTAL | $ | 47,109 | ||
NOTE 5—SHAREHOLDERS’ EQUITY
At December 31, 2019 and 2018, a total of 11,067,402 shares of common stock were issued and outstanding.
NOTE 6—INVESTMENTS
The following table shows the composition of our investment portfolio by major class, at amortized cost and fair value, as of December 31, 2019 (together with the corresponding percentage of total portfolio investments):
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| As of December 31, 2019 | ||||||||||||||||
| Investments at Amortized Cost | Percentage of Amortized Cost | Investments at Fair Value | Percentage of Fair Value | |||||||||||||
| Senior Secured Loans | $ | — | — | % | — | — | % | |||||||||
| Preferred Stock | 150,000 | 7.6 | 300,000 | 17.2 | ||||||||||||
| Common Stock | 805,472 | 40.8 | 906,697 | 52.1 | ||||||||||||
| Warrants | 679 | — | — | — | ||||||||||||
| Other Equity | 1,020,219 | 51.6 | 534,200 | 30.7 | ||||||||||||
| Total | $ | 1,976,370 | 100.0 | % | 1,740,897 | 100.0 | % | |||||||||
The following table shows the composition of our investment portfolio by major class, at amortized cost and fair value, as of December 31, 2018 (together with the corresponding percentage of total portfolio investments):
| As of December 31, 2018 | ||||||||||||||||
| Investments at Amortized Cost | Percentage of Amortized Cost | Investments at Fair Value | Percentage of Fair Value | |||||||||||||
| Preferred Stock | $ | 1,032,057 | 14.8 | % | 1,046,706 | 10.5 | % | |||||||||
| Common Stock | 4,775,072 | 68.6 | 7,899,857 | 79.3 | ||||||||||||
| Warrants | 679 | — | — | — | ||||||||||||
| Other Equity | 1,151,019 | 16.6 | 1,013,629 | 10.2 | ||||||||||||
| Total | $ | 6,958,827 | 100.0 | % | 9,960,192 | 100.0 | % | |||||||||
The following table shows the composition of our investment portfolio by industry grouping, based on fair value as of December 31, 2019:
| As of December 31, 2019 | ||||||||
Investments at Fair Value | Percentage of Fair Value | |||||||
| Consumer | $ | 15,000 | 0.9 | % | ||||
| Financial | 150,858 | 8.7 | ||||||
| Information Technology | 300,000 | 17.2 | ||||||
| Leisure & Hospitality | 369,200 | 21.2 | ||||||
| Oil & Gas | 150,000 | 8.6 | ||||||
| Publishing | 755,839 | 43.4 | ||||||
| Total | $ | 1,740,897 | 100.0 | % | ||||
The following table shows the composition of our investment portfolio by industry grouping, based on fair value as of December 31, 2018:
| As of December 31, 2018 | ||||||||
Investments at Fair Value | Percentage of Fair Value | |||||||
| Advertising | — | —% | ||||||
| Business Services | $ | 226,226 | 2.3 | |||||
| Consumer | 426,361 | 4.3 | ||||||
| Education | 9,370 | 0.1 | ||||||
| Financial | 319,780 | 3.2 | ||||||
| Healthcare | 1,339,009 | 13.4 | ||||||
| Industrial Goods | 187,601 | 1.9 | ||||||
| Information Technology | 1,525,770 | 15.3 | ||||||
| Leisure & Hospitality | 4,350,690 | 43.7 | ||||||
| Oil & Gas | 488,629 | 4.9 | ||||||
| Publishing | 1,086,756 | 10.9 | ||||||
| Total | $ | 9,960,192 | 100.00 | % | ||||
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We do not “control,” and we are not an “affiliate” (as each of those terms is defined in the 1940 Act), of any of our portfolio companies as of December 31, 2019 and 2018. Under the 1940 Act, we would generally be presumed to “control” a portfolio company if we owned more than 25% of its voting securities, and be an “affiliate” of a portfolio company is we owned at least 5% and up to 25% of its voting securities.
NOTE 7 — FAIR VALUE OF FINANCIAL INSTRUMENTS
General information: 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 the Valuation Committee of 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 cost plus any accrued interest, unless circumstances warrant a different approach. Our Valuation Policy and Procedures provide examples of these circumstances, such as when a portfolio company 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 portfolio 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 portfolio 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.
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For non-traded (Level 3) debt securities 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.
On a quarterly basis, our management provides members of our Valuation Committee with (i) valuation reports for each portfolio 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 portfolio investments; and (iv) recommendations to change any existing valuations of our portfolio investments or hierarchy levels for purposes of determining the fair value of such investments based upon the foregoing. The committee then discusses these materials and, consistent with the policies and approaches outlined above, makes final determinations respecting the valuation and hierarchy levels of our portfolio investments.
We made no changes to our Valuation Policy and Procedures during the reporting period.
Level 3 valuation information: Due to the inherent uncertainty in the valuation process, the estimate of the fair value of our investment portfolio as of December 31, 2019 and 2018 may differ materially from values that would have been used had a readily available market for the securities existed.
The following table presents the fair value measurements of our portfolio investments by major class, as of December 31, 2019, according to the fair value hierarchy:
| As of December 31, 2019 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Preferred Stock | $ | — | $ | — | $ | 300,000 | $ | 300,000 | ||||||||
| Common Stock | 906,697 | — | — | 906,697 | ||||||||||||
| Warrants | — | — | — | — | ||||||||||||
| Other Equity | — | — | 534,200 | 534,200 | ||||||||||||
| Total | $ | 906,697 | $ | — | $ | 834,200 | $ | 1,740,897 | ||||||||
The following table presents the fair value measurements of our portfolio investments by major class, as of December 31, 2018, according to the fair value hierarchy:
| As of December 31, 2018 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Preferred Stock | $ | — | $ | 32,448 | $ | 1,014,258 | $ | 1,046,706 | ||||||||
| Common Stock | 4,763,425 | — | 3,136,432 | 7,899,857 | ||||||||||||
| Warrants | — | — | — | — | ||||||||||||
| Other Equity | — | — | 1,013,629 | 1,013,629 | ||||||||||||
| Total | $ | 4,763,425 | $ | 32,448 | $ | 5,164,319 | $ | 9,960,192 | ||||||||
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The following table presents a reconciliation of the beginning and ending fair value balances for our Level 3 portfolio investment assets for the year ended December 31, 2019:
| For the year ended December 31, 2019 | ||||||||||||||||||||
Secured Loans | Preferred Stock | Common Stock | Warrants | Other Equity | ||||||||||||||||
| Balance as of January 1, 2019 | $ | — | $ | 1,014,258 | $ | 3,136,432 | $ | — | $ | 1,013,629 | ||||||||||
| Net change in unrealized appreciation (depreciation) | — | 12,478 | (2,848,275 | ) | — | (348,629 | ) | |||||||||||||
| Purchases and other adjustments to cost | — | — | — | — | — | |||||||||||||||
| Sales and redemptions | — | (726,691 | ) | (3,341,639 | ) | (128,775 | ) | (130,800 | ) | |||||||||||
| Net realized gain (loss) | — | (45 | ) | 3,053,482 | 128,775 | — | ||||||||||||||
| Balance as of December 31, 2019 | $ | — | $ | 300,000 | $ | — | $ | — | $ | 534,200 | ||||||||||
| Net change in unrealized appreciation for the year ended 12/31/19 on securities still held | $ | — | $ | — | $ | — | $ | — | $ | (348,629 | ) | |||||||||
The net change in unrealized depreciation for the year ended December 31, 2019 attributable to Level 3 portfolio investments still held as of December 31, 2019 is $348,629, 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 December 31, 2019 and the unobservable inputs used to determine their valuation:
| Security Type | 12/31/19 FMV | Unobservable Inputs | ||||||
| Tzfat Spirits of Israel, LLC | Other Equity | $ | 15,000 | last known funding secured by company | ||||
| Kwikbit Inc. (fka MAX 4G) | Preferred Stock | 300,000 | last funding secured by company | |||||
| DBR Enclave US Investors, LLC | Other Equity | 369,200 | cost | |||||
| Northern Capital Partners I, LP | Other Equity | 150,000 | analysis of issuer provided financials and management commentary | |||||
| $ | 834,200 | |||||||
The following table presents a reconciliation of the beginning and ending fair value balances for our Level 3 portfolio investment assets for the year ended December 31, 2018:
| As of December 31, 2018 | ||||||||||||||||||||
Secured Loans | Preferred Stock | Common Stock | Warrants | Other Equity | ||||||||||||||||
| Balance as of January 1, 2018 | $ | 500,000 | $ | 1,026,736 | $ | 1,293,490 | $ | — | $ | 1,013,629 | ||||||||||
| Net change in unrealized appreciation | 750,000 | (12,478 | ) | 1,842,942 | — | — | ||||||||||||||
| Purchases and other adjustments to cost | — | — | — | — | — | |||||||||||||||
| Sales and redemptions | (550,000 | ) | — | — | — | — | ||||||||||||||
| Net realized gain (loss) | (700,000 | ) | — | — | — | — | ||||||||||||||
| Balance as of December 31, 2018 | $ | — | $ | 1,014,258 | $ | 3,136,432 | $ | — | $ | 1,013,629 | ||||||||||
| Net change in unrealized appreciation for the year ended 12/31/18 on securities still held | $ | — | $ | (12,478 | ) | $ | 1,842,942 | $ | — | $ | — | |||||||||
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The net change in unrealized appreciation for the year ended December 31, 2018 attributable to Level 3 portfolio investments still held as of December 31, 2018 was $1,830,464, 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 December 31, 2018 and the unobservable inputs used to determine their valuation:
| Security Type | 12/31/18 FMV | Unobservable Inputs | ||||||
| Insite Software Solutions, Inc | Warrants | $ | — | intrinsic value of warrants | ||||
| Tzfat Spirits of Israel, LLC | Other Equity | 25,000 | last funding secured by company | |||||
| MAX 4G, Inc. | Preferred Stock | 300,000 | last funding secured by company | |||||
| Bitesquad.com LLC | Preferred Stock | 714,258 | announced merger of company | |||||
| Bitesquad.com LLC | Common Stock | 3,136,432 | announced merger of company | |||||
| DBR Enclave US Investors, LLC | Other Equity | 500,000 | cost | |||||
| Northern Capital Partners I, LP | Other Equity | 488,629 | issuer provided financials | |||||
| Southern Plains Resources, Inc. | Common Stock | — | company has substantially ceased operations | |||||
| $ | 5,164,319 | |||||||
There were no transfers between levels during the years ended December 31, 2019 and 2018.
NOTE 8 — MINIMUM ASSET COVERAGE
As a BDC, we were required to meet various regulatory tests. Among other things, these tests required us to invest at least 70% of our total assets in private or smallcap public U.S.based companies, and to maintain an asset coverage ratio of total assets (less all liabilities and indebtedness not represented by senior securities) to total indebtedness represented by senior securities and borrowings (including accrued interest payable) of at least 200%. As of December 31, 2019, approximately 99% of our investments (by fair value at that date) were in private or smallcap public U.S.based companies and we did not carry any debt.
NOTE 9 – RELATED-PARTY TRANSACTIONS
We maintain a Code of Ethics and certain other policies relating to conflicts of interest and related-party transactions, as well as policies and procedures relating to what regulations applicable to BDCs generally describe as “affiliate transactions.” Nevertheless, from time to time we may hold investments in portfolio companies 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 related-party transactions requiring disclosure under this policy are:
| · | Mr. Joseph A. Geraci, II, our Chief Financial Officer, and Mr. Douglas M. Polinsky, our Chief Executive Officer, hold direct and indirect interests in the common stock of Southern Plains Resources, Inc., a company in which we made investments in common stock in each of March and July 2013. |
| · | Lantern Advisors, LLC is a limited liability company equally owned by Messrs. Geraci and Polinsky, and owns a cashless warrant to purchase up to 5,128 shares of Creative Realities, Inc. at a price of $21.00 per share through July 14, 2019. We made an initial investment in secured convertible debt of Creative Realities (together with common stock purchase warrants) in February 2015, and then a subsequent investment in secured convertible debt of Creative Realities (together with common stock purchase warrants) in December 2015. In December 2015, we also exchanged our common stock purchase warrant obtained in February 2015 for shares of Creative Realities common stock. |
| · | On August 10, 2018, we entered into a loan transaction with Elizabeth Zbikowski who, along with her husband Scott Zbikowski, owns approximately 1,500,000 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 bears interest payable monthly at the rate of 10% per annum. The note 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 Milliennium Trust Company. |
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NOTE 10 — RETIREMENT SAVINGS PLANS
Our two employees, Messrs. Geraci and Polinsky, are eligible to participate in a qualified defined contribution 401(k) plan whereby they may elect to have a specified portion of their salary contributed to the plan. We will make a safe harbor match equal to 100% of their elective deferrals up to 5% of eligible earnings in addition to our option to make discretionary contributions to the plan. We made contributions totaling $10,000 and $11,250 to the plans for the years ended 2019 and 2018, respectively.
NOTE 11 — INCOME TAXES
Prior to December 27, 2019, before we withdrew our election to be treated as a Business Development Company, we planned to be taxed as a regulated investment company (RIC). Compliance with the requirements of the Internal Revenue Code applicable to RICs required us to distribute at least 90% of our investment company taxable income to shareholders. Our intention was to distribute (or retain through a deemed distribution) all of our investment company taxable income and net capital gain, therefore we have made no provision for income taxes prior to December 27, 2019. Now that the election to be an RIC has passed and as of December 27, 2019 we are a C-Corporation for tax purposes. Income taxes as of December 31, 2019 are described below.
The Company has not reflected any benefit of such net operating loss carry-forwards in the accompanying financial statements. Our current taxes due are not material to the financial statements. Therefore, we do not have a provision for income tax expense (benefit). The income tax expense benefit differed from the amount computed by applying the U.S. federal income tax rate of 21% to income before income taxes as a result of the following:
| Tax Year ended | December 31, 2019 | |||
| Computed "expected" tax benefit | 21.0 | % | ||
| State income tax, net of federal benefit | 1.7 | |||
| Change in valuation allowance | (22.7 | ) | ||
| — | % | |||
The tax effect of temporary differences that give rise to significant portions of the deferred tax assets for the period ended December 31, 2019 is presented below:
| 2019 | ||||
| Deferred tax assets: | ||||
| Net operating loss carryforward | $ | 356,000 | ||
| Unrealized losses | 56,000 | |||
| R&D and foreign tax credit | 34,000 | |||
| Total gross deferred tax assets | $ | 446,000 | ||
| Valuation allowance | (446,000 | ) | ||
| Net deferred tax assets | $ | — | ||
The Company had Federal net operating loss carryforwards of approximately $978,000 at December 31, 2019 expiring from 2036-2037. The Company had Minnesota net operating loss carryforwards of approximately $1,922,000 at December 31, 2019 expiring from 2021 through 2023. The Company also has insignificant net operating loss carryforwards from other states.
The Company concluded that it was no longer more likely than not that it would realize a portion of its deferred tax assets due to the uncertainty of profitability after implementing the new business model. As such, the Company maintained a full valuation allowance against its net deferred tax assets as of December 31, 2019.
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NOTE 12 — FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the years ended December 31, 2019 through 2015:
| Year Ended December 31, | ||||||||||||||||||||
| 2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||||
| Per Share Data (1) | ||||||||||||||||||||
| Net asset value at beginning of period | $ | 1.02 | 0.87 | 0.77 | 0.72 | 0.94 | ||||||||||||||
| Net investment income (loss) | (0.06 | ) | (0.05 | ) | (0.05 | ) | (0.02 | ) | — | |||||||||||
| Net realized and unrealized gains (losses) | — | 0.20 | 0.11 | 0.07 | (0.22 | ) | ||||||||||||||
| Repurchase of common stock | — | — | 0.04 | — | — | |||||||||||||||
| Payment of common stock dividend | (0.05 | ) | — | — | — | — | ||||||||||||||
| Net asset value at end of period | $ | 0.91 | 1.02 | 0.87 | 0.77 | 0.72 | ||||||||||||||
| Ratio / Supplemental Data | ||||||||||||||||||||
| Per share market value of investments at end of period | $ | 0.16 | 0.90 | 0.65 | 0.57 | 0.47 | ||||||||||||||
| Shares outstanding at end of period | 11,067,402 | 11,067,402 | 11,067,402 | 12,151,493 | 12,151,493 | |||||||||||||||
| Average weighted shares outstanding for the period | 11,067,402 | 11,067,402 | 11,863,392 | 12,151,493 | 12,151,493 | |||||||||||||||
| Net assets at end of period | $ | 10,068,533 | 11,278,889 | 9,629,215 | 9,387,408 | 8,741,288 | ||||||||||||||
| Average net assets (2) | $ | 11,473,535 | 10,341,702 | 9,444,440 | 8,651,742 | 10,520,199 | ||||||||||||||
| Total investment return | (5.88 | )% | 17.24 | % | 7.79 | % | 6.94 | % | (23.40 | )% | ||||||||||
| Portfolio turnover rate (3) | 7.63 | % | 26.93 | % | 35.03 | % | 24.94 | % | 26.26 | % | ||||||||||
| Ratio of operating expenses to average net assets (3) | (7.27 | )% | (6.59 | )% | (7.30 | )% | (7.15 | )% | (6.08 | )% | ||||||||||
| Ratio of net investment income (loss) to average net assets (3) | (5.86 | )% | (5.13 | )% | (5.45 | )% | (2.66 | )% | (0.68 | )% | ||||||||||
| Ratio of realized gains (losses) to average net assets (3) | 28.35 | % | (5.62 | )% | 5.71 | % | (2.12 | )% | 1.74 | % | ||||||||||
| (1) | Per-share data was derived using the weighted-average 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. |
NOTE 13 — SUBSEQUENT EVENTS
On January 6, 2020, the Company loaned $254,000 to the buyer of a residential real estate property in St. Louis Park, Minnesota, and obtained in return a 12-month promissory note accruing interest at the rate of 15% per annum (paying interest only for the first 11 months, and with accrued interest and all principal being due on January 6, 2021), together with a mortgage on the purchased real estate and a pledge of all of the equity interests in the buyer.
On January 29, 2020, we invested $3.0 million in a real estate development project and acquired in return a $3.0 million promissory note accruing interest at the per annum rate of 15%, and maturing on October 31, 2020. The obligations under the promissory note are secured by personal guarantees delivered by the principals involved in the project, as well as a pledge of membership interests in the management company that manages the project.
On March 11, 2020, the World Health Organization declared the outbreak of a coronavirus (COVID-19) a pandemic. As a result, economic uncertainties and market volatility have arisen which are likely to 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 unknown at this time.
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ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance the objectives of the control system are met.
As of December 31, 2019, our Chief Executive Officer and Chief Financial Officer in conjunction with our Chief Compliance Officer carried out an evaluation of the effectiveness of our disclosure controls and procedures as such term is defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures are effective as of December 31, 2019.
Report of Management on Internal Control Over Financial Reporting
Board of Directors and Shareholders Mill City Ventures III, Ltd.:
The management of Mill City Ventures III, Ltd. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) under the Securities and Exchange Act of 1934. The Company’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of management, including its principal executive officer and principal financial officer, the Company’s management assessed the design and operating effectiveness of internal control over financial reporting as of December 31, 2019 based on the framework set forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2019. Boulay PLLP, an independent registered public accounting firm, is not required to issue, and thus has not issued, an attestation report on the Company’s internal control over financial reporting as of December 31, 2019.
/s/ Douglas M. Polinsky
Chairman, President and Chief Executive Officer
/s/ Joseph A. Geraci, II
Chief Financial Officer
Changes in Internal Controls
There were no changes in our internal control over financial reporting during the year ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART III
ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors, Executive Officers, Promoters, and Control Persons
| Name | Age | Positions | ||
| Douglas M. Polinsky | 60 | Chairman, Chief Executive Officer and President | ||
| Joseph A. Geraci, II | 50 | Director and Chief Financial Officer | ||
| Howard Liszt | 73 | Director | ||
| Lyle Berman | 78 | Director | ||
| Laurence Zipkin | 78 | Director |
Douglas M. Polinsky co-founded the Company in January 2006 and since that time has been the Chairman and Chief Executive Officer of the Company. Since 1994, Mr. Polinsky has been the President of Great North Capital Consultants, Inc., a financial advisory and investment company that he founded. Great North Capital Consultants, Inc. primarily engages in the business of investing in hard money lending with collateral on the loans being first or second mortgages in both residential and commercial properties. In addition, Great North Capital Consultants, Inc. makes direct investments into public and private companies. Since 2007, Mr. Polinsky has been an independent director of FAB Universal, Inc., a Colorado corporation based in Pennsylvania which did specialize in digital content distribution but is now dormant. Mr. Polinsky is a member of the Audit and Compensation Committees of the Board of Directors. Since 2012, Mr. Polinsky has been an independent director of Future Healthcare of America, Inc., a Wyoming Corporation with headquarters in Pennsylvania. Future Healthcare of America is an in-home healthcare company with operations in Wyoming and Montana. Mr. Polinsky is a member of the Audit and Compensation Committees of the Board of Directors. Since 2015, Mr. Polinsky has been an independent director of Liberated Syndication, Inc., a Nevada corporation with its operations in Pennsylvania. Liberated Syndication, Inc. is a host and publisher of podcasts. Mr. Polinsky is a member of the Audit and Compensation committees of the Board of Directors. Mr. Polinsky earned a Bachelor of Science degree in hotel administration at the University of Nevada at Las Vegas in 1981.
Joseph A. Geraci, II cofounded the Company in January 2006 and has been a director and the Chief Financial Officer of the Company since that time. Since February 2002 through the present time, Mr. Geraci has been managing member of Isles Capital, LLC, an advisory and consulting firm that assists small businesses, both public and private, in business development. In March 2005, Mr. Geraci also became the managing member of Mill City Advisors, LLC, the general partner of Mill City Ventures, LP, and Mill City Ventures II, LP, each a Minnesota limited partnership that invested directly into both private and public companies. From January 2005 until August 2005, Mr. Geraci served as the Director of Finance for Gelstat Corporation, a purveyor of homeopathic remedies, based in Bloomington, Minnesota. Mr. Geraci provided investment advice to clients as a stockbroker and Vice President of Oak Ridge Financial Services, Inc., a Minneapolisbased broker-dealer firm, from June 2000 to December 2004. While at Oak Ridge Financial Services, Mr. Geraci’s business was focused on structuring and negotiating debt and equity private placements with both private and publicly held companies. From his career and investment experiences, Mr. Geraci has established networks of colleagues, clients, coinvestors, and the officers and directors of public and private companies. Mr. Geraci was employed at other Minneapolis brokerage firms from July 1991 to June 2000. These networks offer a range of contacts across a number of sectors and companies that may provide opportunities for investment, including many that meet the Company’s screening criteria.
In August 2003, the National Association of Securities Dealers (NASD) found in an administrative hearing that Mr. Geraci, while employed by and affiliated with a NASD member, had violated NASD Conduct Rule 2110 and SEC Rule 10b-5 in August 1999, and barred him from associating with any NASD member in the future.
Howard Liszt served as Chief Executive Officer of Campbell Mithun, a national marketing communications agency he joined in 1976, until 2001. He currently serves on the board of the following companies: Eggland’s Best, a branded egg company; Land O’ Lakes, the second largest cooperative in the United States; and OCO Holdings, an independent marketing communications company; Mr. Liszt holds a Bachelor of Arts in Journalism and Marketing and a Masters of Science in Marketing from the University of Minnesota, Minneapolis.
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Lyle Berman is a 1964 graduate of the University of Minnesota with a degree in Business Administration. Mr. Berman began his career with Berman Buckskin, his family's leather business. He helped grow the business into a major specialty retailer with 27 outlets. In 1990, Mr. Berman participated in the founding of Grand Casinos, Inc. Mr. Berman is credited as one of the early visionaries in the development of casinos outside of the traditional gaming markets of Las Vegas and Atlantic City. In less than five years, the company opened eight casino resorts in four states. In 1994, Mr. Berman financed the initial development of Rainforest Cafe. He served as the Chairman and CEO from 1994 until 2000. In October 1995, Mr. Berman was honored with the B'nai B'rith "Great American Traditions Award." In April 1996, he received the Gaming Executive of the Year Award; in 2004, Mr. Berman was inducted into the Poker Hall of Fame; and in 2009, he received the Casino Lifetime Achievement Award from Raving Consulting & Casino Journal. In 1998, Lakes Entertainment, Inc. was formed. In 2002, as Chairman of the Board and CEO of Lakes Entertainment, Inc., Mr. Berman was instrumental in creating the World Poker Tour. Since January 2005, Mr. Berman has also served as Chairman of the Board of Pokertek, Inc.
Laurence Zipkin is nationally recognized for his expertise in the gaming industry, restaurants, and emerging small growth companies. From 1996 to 2006, Mr. Zipkin owned Oakridge Securities, Inc. where, as an investment banker, he successfully raised capital for various early growthstage companies and advising clients with regard to private placements, initial public offerings, mergers, debt offerings, bridge and bank financings, developing business plans and evaluating cash needs and resources. He has extensive experience in the merger and acquisition field and has represented companies on both the buy and sell side. Since 2006, Mr. Zipkin has been selfemployed, engaging in various consulting activities, owning and operating two restaurant properties, and purchasing distressed real estate. Mr. Zipkin is a licensed insurance agent for both life and health insurance. Mr. Zipkin attended the University of Pennsylvania Wharton School of Finance.
Under the Company’s bylaws, the directors serve for indefinite terms expiring upon the next annual meeting of the Company’s shareholders.
When considering whether directors and nominees have the experience, qualifications, attributes and skills to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board of Directors focuses primarily on the industry and transactional experience, and other background, in addition to any unique skills or attributes associated with a director. With regard to Messrs. Polinsky and Geraci, the Board of Directors considered their significant experience, expertise and background with regard to investing in general and the Company in particular. With regard to Mr. Berman, the Board of Directors considered his background and experience with the public securities markets and his former employment and experience in operational capacities. With regard to Mr. Liszt, the Board of Directors considered his experience on other boards of public companies, his past experience in the communications and advertising fields, and his organizational experience. With regard to Mr. Zipkin, the Board of Directors considered his knowledge, experience and skills in the finance, public securities and investment banking fields.
Code of Ethics
Our Board of Directors adopted a Code of Ethics on August 5, 2008, and revised March 6, 2013. The Code of Ethics includes our Company’s principal executive officer and principal financial officer, or persons performing similar functions, as required by Sections 406 and 407 of the SarbanesOxley Act of 2002. Our Code of Ethics is available at our website, www.millcityventures3.com, or without charge, to any shareholder upon written request made to Mill City Ventures III, Ltd., Attention: Chief Executive Officer, 1907 Wayzata Blvd., Suite 205, Wayzata, MN 55391.
Changes to Board of Director Nomination Procedures
We have not had any material changes to the procedures for shareholder nominations of candidates to serve on our Board of Directors during the fiscal year ended December 31, 2019.
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Committees of the Board of Directors; Audit Committee Financial Expert
The Board of Directors has an Audit Committee, a Compensation Committee and a Valuation Committee. The members of the Audit Committee are Laurence Zipkin, Howard Liszt and Lyle Berman., each of whom is independent for purposes of the Securities Exchange Act of 1934 and “noninterested” directors for purposes of the 1940 Act. Mr. Berman currently serves as chair of the Audit Committee. The board has adopted a charter for the Audit Committee a copy of which is available at the Company’s website at www.millcityventures3.com. The Audit Committee is responsible for approving the Company’s independent accountants and recommending them to the board (including a majority of the independent directors) for approval and submission to the shareholders for ratification, if any, reviewing with its independent accountants the plans and results of the audit engagement, approving professional services provided by its independent accountants, reviewing the independence of its independent accountants and reviewing the adequacy of its internal accounting controls. The Audit Committee is also responsible for discussing with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company's risk assessment and risk management policies. The board has determined that Mr. Berman is an “audit committee financial expert” within the meaning of the rules of the Commission. Mr. Berman’s relevant experience is detailed in his biography above. The Board of Directors has determined that each of the Audit Committee members is able to read and understand fundamental financial statements and that at least one member of the Audit Committee has past employment experience in finance or accounting.
The members of the Compensation Committee are Messrs. Zipkin, Liszt and Berman, each of whom is independent for purposes of the Securities Exchange Act of 1934 and “noninterested” directors for purposes of the 1940 Act. Mr. Liszt currently serves as chair of the Compensation Committee. The compensation committee is responsible for approving the Company’s compensation arrangements with its executive management, including bonusrelated decisions and employment agreements with respect to such individuals. The board has adopted a charter for the Compensation Committee, a copy of which is available at www.millcityventures3.com.
The members of the Valuation Committee are Messrs. Zipkin, Liszt and Berman, each of whom is independent for purposes of the Securities Exchange Act of 1934 and “noninterested” directors for purposes of the 1940 Act. Mr. Zipkin currently serves as chair of the Valuation Committee. The Valuation Committee is responsible for approving the fair value of debt and equity securities comprising the Company’s investment portfolio pursuant to the Company’s written valuation policy and procedures.
Of the directors presently serving on the board, Messrs. Berman, Liszt and Zipkin are “independent” as that term is defined in Section 4200(a)(15) of National Association of Securities Dealers’ listing standards, and “noninterested” persons as that term is defined in the 1940 Act. Our company is not, however, subject to the Nasdaq listing standards because its common stock is not listed for trading on any Nasdaq market tier.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, requires our directors, executive officers and beneficial owners of more than 10% of our common stock to file with the SEC certain reports regarding their ownership of common stock or any changes in such ownership. Based on our own review, we believe that there were no late filings during 2018.
ITEM 11 EXECUTIVE AND DIRECTOR COMPENSATION
Executive Compensation — Summary Compensation Table
The following table sets forth the total compensation paid by the Company during its two most recent fiscal years ended December 31, 2019 and 2018 to those persons who served as the Company’s President or Chief Executive Officer and Chief Financial Officer during such periods (collectively, the “named executives”).
| Salary | Stock Awards | All Other Compensation | Total | |||||||||||||||||
| Name and Principal Position | Year | ($) | ($) | ($) | ($) | |||||||||||||||
| Douglas M. Polinsky, | 2019 | $ | 100,000 | $ | $ | 0 | $ | 31,831 | * | $ | 131,831 | |||||||||
| Chief Executive Officer | 2018 | $ | 60,000 | $ | $ | 0 | $ | 27,685 | * | $ | 87,685 | |||||||||
| Joseph A. Geraci, II, | 2019 | $ | 150,000 | $ | $ | 0 | $ | 35,702 | * | $ | 185,702 | |||||||||
| Chief Financial Officer | 2018 | $ | 110,000 | $ | $ | 0 | $ | 26,101 | * | $ | 136,101 | |||||||||
*includes additional compensation of payment of health insurance premiums and 401(k) matching contributions under the employment retirement program.
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Outstanding Equity Awards at Fiscal Year End
We had no outstanding options, warrants, unvested stock awards or equity incentive plan awards as of December 31, 2019 held by any named executive. In addition, we have no options, warrants, unvested stock awards or equity incentive plan awards outstanding and held by any named executive as of the date of this filing.
Director Compensation
For 2019, we paid a total of $90,000 in director fees to our independent directors. Presently, each such director receives an annualized fee of $30,000.
| Name | Year | Compensation | Total | |||||||||
| Joseph A. Geraci, II | 2019 | — | — | |||||||||
| Douglas M. Polinsky | 2019 | — | — | |||||||||
| Lyle Berman | 2019 | $ | 30,000 | $ | 30,000 | |||||||
| Howard P. Liszt | 2019 | $ | 30,000 | $ | 30,000 | |||||||
| Laurence S. Zipkin | 2019 | $ | 30,000 | $ | 30,000 | |||||||
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The table below sets forth certain information with respect to beneficial ownership of our common stock as of March 29, 2019
(on which date there were 11,067,402 shares of common stock outstanding), by:
| • | each director of the Company |
| • | each named executive (see Item 11 above) |
| • | all current directors and executive officers of the Company as a group, and |
| • | each person or entity known by the Company to beneficially own more than 5% of our common stock. |
Unless otherwise indicated in the table or its footnotes, the business address of each of the following persons or entities is 1907 Wayzata Blvd., Suite 205, Wayzata, Minnesota 55391, and each such person or entity has sole voting and investment power with respect to the shares of common stock set forth opposite their respective name.
Number of Shares Beneficially Owned (1) | Percentage of Outstanding Shares (1) | |||||||
| Douglas M. Polinsky (2) | 476,833 | 4.31 | % | |||||
| Joseph A. Geraci, II (3) | 608,092 | 5.49 | % | |||||
| Howard Liszt (4) | 20,000 | 0.18 | % | |||||
| Lyle Berman (5) | 20,000 | 0.18 | % | |||||
| Laurence Zipkin (6) | 20,000 | 0.18 | % | |||||
| Neal Linnihan SEP/IRA | 2,500,000 | 22.59 | % | |||||
| Scott and Elizabeth Zbikowski (7) | 1,865,000 | 16.85 | % | |||||
| Donald Schreifels | 1,060,001 | 9.58 | % | |||||
| David Bester | 1,000,000 | 9.04 | % | |||||
| Patrick Kinney (8) | 929,547 | 8.540 | % | |||||
| William Hartzell | 650,000 | 5.87 | % | |||||
| All current directors and executive officers as a group (9) (five persons) | 1,144,925 | 10.35 | % | |||||
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| (1) | Beneficial ownership is determined in accordance with the rules of the SEC and includes general voting power and/or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days of the applicable record date, are deemed outstanding for computing the beneficial ownership percentage of the person holding such options or warrants but are not deemed outstanding for computing the beneficial ownership percentage of any other person. |
| (2) | Mr. Polinsky is the Company’s Chairman and Chief Executive Officer. Includes 69,411 common shares held by Great North Capital Consultants, Inc. (f/k/a Great North Capital Corp.), a Minnesota corporation of which Mr. Polinsky is the sole shareholder, officer and director, 290,055 common shares held by Lantern Advisers, LLC, a Minnesota limited liability company coowned by Messrs. Polinsky and Geraci, 180,164 common shares held individually by Mr. Polinsky, and 12,728 common shares Mr. Polinsky holds as a custodian for his children (beneficial ownership of which Mr. Polinsky disclaims). |
| (3) | Mr. Geraci is a director and the Company’s Chief Financial Officer. Includes 290,055 common shares held by Lantern Advisers, LLC, a Minnesota limited liability company coowned by Messrs. Geraci and Polinsky, 258,802 common shares held by Mr. Geraci and 17,273 common shares held individually by Mr. Geraci’s spouse. |
| (4) | Mr. Liszt is a director of the Company. |
| (5) | Mr. Berman is a director of the Company. |
| (6) | Mr. Zipkin is a director of the Company. |
| (7) | Based upon a Schedule 13G filed by Mr. and Mrs. Zbikowski, Mr. Zbikowski is the beneficial owner of 1,240,000 shares, and Mrs. Zbikowski is the beneficial owner of 625,000 shares. Mr. and Mrs. Zbikowski are husband and wife. |
| (8) | Based upon a Schedule 13G filed by Mr. Kinney on March 19, 2013, Mr. Kinney may be deemed to be the beneficial owner of 942,278 shares, which includes 3,640 shares that are held in custodial accounts for the benefit of his grandchildren. |
| (9) | Consists of Messrs. Polinsky, Geraci, Liszt, Berman and Zipkin. |
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Transactions with Related Persons and Certain Conflict Disclosures
Our Board of Directors has adopted a policy to require our disclosure of instances in our periodic filings with the SEC. Our related-party transactions requiring disclosure under this policy are:
| · | Mr. Joseph A. Geraci, II, our Chief Financial Officer, and Mr. Douglas M. Polinsky, our Chief Executive Officer, hold direct and indirect interests in the common stock of Southern Plains Resources, Inc., a company in which we made investments in common stock in each of March and July 2013. |
| · | Lantern Advisors, LLC is a limited liability company equally owned by Messrs. Geraci and Polinsky, and owns a cashless warrant to purchase up to 5,128 shares of Creative Realities, Inc. at a price of $21.00 per share through July 14, 2019. We made an initial investment in secured convertible debt of Creative Realities (together with common stock purchase warrants) in February 2015, and then a subsequent investment in secured convertible debt of Creative Realities (together with common stock purchase warrants) in December 2015. In December 2015, we also exchanged our common stock purchase warrant obtained in February 2015 for shares of Creative Realities common stock, which wewere subsequently sold. |
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RelatedParty Transaction Policy
The Board of Directors has adopted a written Conflict of Interest and Related Party Transaction Policy. That policy governs the approval of all relatedparty transactions, subject only to certain customary exceptions (e.g., compensation, certain charitable donations, transactions made available to all employees generally, etc.). The policy contains a minimum dollar threshold of $5,000.
The entire Board of Directors administers the policy and approves any relatedparty transactions, subject to conflicting requirements of the 1940 Act or the Company’s written Code of Ethics. In general, after full disclosure of all material facts, review and discussion, the board approves or disapproves relatedparty transactions by a vote of a majority of the directors who have no interest in such transaction, direct or indirect. Procedurally, no director is allowed vote in any approval of a relatedparty transaction for which he or she is the related party, except that such a director may otherwise participate in a related discussion and shall provide to the board all material information concerning the relatedparty transaction and the director’s interest therein. If a relatedparty transaction will be ongoing, the board may establish guidelines for management to follow in its ongoing dealings with the related party.
Director Independence
The Company currently has five directors, three of whom—Messrs. Liszt, Berman and Zipkin, are “independent” as that term is defined in Section 4200(a)(15) of National Association of Securities Dealers’ listing standards. None of our independent directors are “interested persons” as that term is defined in the 1940 Act. The Company is not subject to those listing standards, however, because its common stock is not listed for trading on a Nasdaq market. Based upon information requested from each such director concerning his background, employment and affiliations, the board has affirmatively determined that none of the independent directors has a material business or professional relationship with the Company, other than in his or her capacity as a member of the board or any committee thereof.
ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table summarizes the fees for professional audit services provided by (i) Boulay PLLP for the audit of the Company’s annual financial statements for the year ended December 31, 2019 and December 31, 2018, as well as the fees billed for other services rendered by Boulay PLLP during year ended December 31, 2019.
| 2019 | 2018 | |||||||
| Audit Fees | $ | 56,310 | $ | 30,000 | ||||
| AuditRelated Fees | — | — | ||||||
| Tax Fees | 8,660 | — | ||||||
| Total | $ | 58,810 | $ | 30,000 | ||||
Audit Fees. The fees identified under this caption were for professional services rendered by Boulay, PLLP for the years ended 2019 and 2018 in connection with the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q. The amounts also include fees for services that are normally provided by the independent public registered accounting firm in connection with statutory and regulatory filings and engagements for the years identified.
AuditRelated Fees. The fees identified under this caption were for assurance and related services that were related to the performance of the audit or review of our financial statements and were not reported under the caption “Audit Fees.” This category may include fees related to the performance of audits and attestation services not required by statute or regulations, and accounting consultations about the application of generally accepted accounting principles to proposed transactions.
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Tax Fees. The fees identified under this caption were for tax compliance and corporate tax services. Corporate tax services encompass a variety of permissible services, including technical tax advice related to tax matters; assistance with state and local taxes.
Approval Policy. The Audit Committee of our Board of Directors approves in advance all services provided by our independent registered public accounting firm. All engagements of our independent registered public accounting firm in years ended 2019 and 2018 were preapproved by the Audit Committee.
PART IV
ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| Financial Statements |
| 35 |
Exhibits
_______________
* Filed electronically herewith.
| 36 |
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MILL CITY VENTURES III, LTD. | |
| /s/ Douglas Polinsky | |
| Douglas Polinsky | |
| Chief Executive Officer | |
| Dated: March 30, 2020 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| /s/ Douglas M. Polinsky | Chief Executive Officer, President and | March 30, 2020 | ||
| Douglas M. Polinsky |
Director (principal executive officer) |
|||
| /s/ Joseph A. Geraci, II | Chief Financial Officer and Director | March 30, 2020 | ||
| Joseph A. Geraci, II | (principal accounting and financial officer) | |||
| /s/ Lyle Berman | Director | March 30, 2020 | ||
| Lyle Berman | ||||
| /s/ Howard Liszt | Director | March 30, 2020 | ||
| Howard Liszt | ||||
| /s/ Laurence Zipkin | Director | March 30, 2020 | ||
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Exhibit 31.1
CERTIFICATION
I, Douglas Polinsky, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of Mill City Ventures III, Ltd.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting. |
| Dated: March 30, 2020 | /s/ Douglas Polinsky | |
| Douglas Polinsky | ||
| Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
I, Joseph A. Geraci, II, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of Mill City Ventures III, Ltd.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting. |
| Dated: March 30, 2020 | /s/ Joseph A. Geraci, II | |
| Joseph A. Geraci, II | ||
| Chief Financial Officer |
Exhibit 32.1
Certification of
Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002, each of the undersigned officers of Mill City Ventures III, Ltd. do hereby certify that, to the best of his knowledge:
| (a) | the Annual Report on Form 10-K of Mill City Ventures III, Ltd. for the year ended December 31, 2019 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (b) | information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Mill City Ventures III, Ltd. |
| March 30, 2020 | /s/ Douglas Polinsky |
| Douglas Polinsky | |
| Chief Executive Officer |
| March 30, 2020 | /s/ Joseph A. Geraci, II |
| Joseph A. Geraci, II | |
| Chief Financial Officer |