Firsthand Technology Value Fund, Inc 10-K/A, filed May 17, 2022
Firsthand Technology Value Fund, Inc. (SVVC)
About this 10-K/A
Firsthand Technology Value Fund, Inc filed this 10-K/A on May 17, 2022, covering the fiscal year ended December 31, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(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, 2021
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: 814-00830
Firsthand Technology Value Fund, Inc.
(Exact name of registrant as specified in its charter)
Maryland |
27-3008946 |
150 Almaden Boulevard, Suite 1250
San Jose, California 95113
(Address and zip code of principal executive offices)
(408) 886-7096
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Name of each exchange on which registered |
Common Stock, $0.001 par value |
The NASDAQ Global Market |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. [ ] Yes [X] No
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 such filing requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark whether the issuer has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act). (check one):
| Large accelerated filer [ ] | Accelerated filer [ ] | Non-accelerated filer [X] (Do not check if a smaller reporting company) |
Smaller reporting company [ ] |
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 Common Stock held by non-affiliates of the registrant as of December 31, 2021 was approximately $25 million (computed using the closing price of $4.01 per share of Common Stock on December 31, 2021, as reported by the NASDAQ Global Market).
As of March 1, 2022, Firsthand Technology Value Fund had 6,893,056 shares of common stock, par value $0.001 per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement prepared in connection with the Annual Meeting of Stockholders to be held in 2022 are incorporated by reference in Part III of this Form 10-K.
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FORWARD LOOKING STATEMENTS
This report, and other statements that we may make, may contain forward-looking statements, which relate to future events or our future performance or financial condition. We use words such as “anticipates,” “believes,” “expects,” “plans,” “will,” “may,” “continues,” “seeks,” “likely,” “intends,” and similar expressions to identify forward-looking statements. The forward-looking statements contained in this Annual Report on Form 10-K involve risks and uncertainties, including forward-looking statements as to:
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our future operating results, |
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our business prospects and the prospects of our prospective portfolio companies, |
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the impact of investments that we expect to make, |
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our contractual arrangements and relationships with third parties, |
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the dependence of our future success on the general economy and its impact on the industries in which we invest, |
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the ability of our prospective portfolio companies to achieve their objectives, |
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our expected financings and investments, |
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the adequacy of our cash resources and working capital, and |
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the timing of cash flows, if any, from the operations of our prospective portfolio companies. |
Our actual results could differ materially from those projected in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” and elsewhere in this Annual Report on Form 10-K. In addition, several factors that could materially affect our actual results are the ability of the portfolio companies in which we invest to achieve their objectives; our ability to source favorable private investments; changes in the securities markets, especially the markets for technology companies including those that may be early stage or micro-cap companies; the dependence of our future success of the general economy and its impact on the industries in which we invest and other factors discussed in our periodic filings with the Securities and Exchange Commission (the “SEC”).
Unpredictable or unknown factors could also have material adverse effects on us. Since our actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements, we cannot give any assurance that any of the events anticipated by the forward-looking statements will occur, or, if any of them do, what impact they will have on our results of operations and financial condition. All forward-looking statements included in this Annual Report on Form 10-K are expressly qualified in their entirety by the foregoing cautionary statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We do not undertake any obligation to update, amend or clarify these forward-looking statements or the risk factors contained in this Annual Report on Form 10-K, whether as a result of new information, future events or otherwise, except as may be required under the federal securities laws. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC.
GENERAL
Firsthand Technology Value Fund, Inc. (“we,” “us,” “our,” the “Company”, the “Fund,” or “SVVC”) is an externally managed, closed-end, non-diversified management investment company organized as a Maryland corporation that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). As such, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70 percent of our total assets in “qualifying assets,” including securities of private or micro-cap public U.S. companies, cash, cash equivalents, U.S. government securities and high-quality debt investments
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that mature in one year or less. In addition, for tax purposes since the inception of the Fund, we have elected to be treated as a regulated investment company, or RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended, which we refer to as the “Code.” Starting in 2018, however, we are no longer a RIC and will be taxed as a C corporation for tax purposes. Firsthand Capital Management, Inc. (the “Investment Adviser”, the “Adviser”, or “FCM”) serves as our investment adviser and manages the investment process on a daily basis.
We were incorporated under the Maryland General Corporation Law in April 2010 and acquired our initial portfolio of securities through the reorganization (the “Reorganization”) into us of Firsthand Technology Value Fund (“TVF”), an open-end mutual fund and a series of Firsthand Funds, which is a Delaware statutory trust. The reorganization was completed on April 15, 2011 and we commenced operations on April 18, 2011.
Our investment objective is to seek long-term growth of capital, principally by seeking capital gains on our equity and equity-related investments. There can be no assurance that we will achieve our investment objective. Under normal circumstances, we invest at least 80 percent of our total assets for investment purposes in technology companies. We consider technology companies to be those companies that derive at least 50 percent of their revenues from products and/or services within the information technology sector and in the “cleantech” sector. Information technology companies include, but are not limited to, those focused on computer hardware, software, telecommunications, networking, Internet, and consumer electronics. While there is no standard definition of cleantech, it is generally regarded as including goods and services designed to harness renewable energy and materials, eliminate emissions and waste, and reduce the use of natural resources. In addition, under normal circumstances we invest at least 70 percent of our assets in privately held companies and public companies with market capitalizations less than $250 million. Our portfolio is primarily composed of equity and equity derivative securities of technology and cleantech companies (as defined above). These investments generally range between $1 million and $10 million each, although the investment size will vary proportionately with the size of our capital base. We acquire our investments through direct investments in private companies, negotiations with selling shareholders, and in organized secondary marketplaces for private securities.
While our primary focus is to invest in illiquid private technology and cleantech companies, we may also invest in micro-cap publicly traded companies. In addition, we may invest up to 30% of the portfolio in opportunistic investments that do not constitute the private companies and micro-cap public companies described above. These other investments may include investments in securities of public companies that are actively traded. These other investments may also include investments in high-yield bonds, distressed debt, or securities of public companies that are actively traded; and securities of companies located outside of the United States. Our investment activities are managed by FCM.
Neither our investments nor an investment in us are intended to constitute a balanced investment program. We expect to be risk-seeking rather than risk-averse in our investment approach. There is no assurance that our investment objective will be achieved.
We invest a substantial portion of our assets in securities that we consider to be private venture capital equity investments. These private venture capital equity investments usually do not pay interest or dividends and usually are subject to legal or contractual restrictions on resale that may adversely affect the liquidity and marketability of such securities. We expect to make speculative venture capital investments with limited marketability and a greater risk of investment loss than less-speculative investments. We are not limited by the diversification requirements applicable to a regulated investment company (“RIC”), which means that we may commit all of our assets to only a few investments.
Subject to continuing to meet the compliance tests applicable to BDCs, there are no limitations on the types of securities or other assets in which we may invest. Investments may include the following:
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Venture capital investments, whether in corporate, partnership, or other form, including development-stage or start-up entities; |
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Equity, equity-related securities (including options and warrants), and debt with equity features from either private or public issuers; |
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Debt obligations of all types having varying terms with respect to security or credit support, subordination, purchase price, interest payments, and maturity; |
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Foreign securities; |
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Intellectual property or patents or research and development in technology or product development that may lead to patents or other marketable technology; and |
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Miscellaneous investments. |
The table below provides a summary of our investments as of December 31, 2021.
INVESTMENT |
BUSINESS DESCRIPTION |
FAIR VALUE1 |
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EQX Capital, Inc. |
Equipment Leasing |
$ | 1,929,910 | ||
Fidelity Investments Money Market Treasury Portfolio - Class I 2 |
Investment Company |
629,653 | |||
Hera Systems, Inc. |
Aerospace |
5,498,952 | |||
IntraOp Medical Corp. |
Medical Devices |
27,081,191 | |||
Kyma, Inc. |
Advanced Materials |
100,000 | |||
Lyncean Technologies, Inc. |
Semiconductor Equipment |
280,160 | |||
Pivotal Systems Corp. 2 |
Semiconductor Equipment |
9,287,771 | |||
Revasum, Inc. 2 |
Semiconductor Equipment |
21,466,824 | |||
Silicon Genesis Corp. |
Intellectual Property |
1,050,722 | |||
SVXR, Inc. |
Semiconductor Equipment |
0 | |||
UCT Coatings, Inc. |
Advanced Materials |
613,650 | |||
Wrightspeed, Inc. |
Automotive |
23,189,709 | |||
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Fair value for our private company holdings was determined in good faith by our Board of Directors (the “Board” or “Board of Directors”) on December 31, 2021. For public companies, the figure represents the market value of our securities on December 31, 2021, less any discount due to resale restriction on the security. |
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Public company. |
INVESTMENTS AND STRATEGIES
The following is a summary description of the types of assets in which we may invest, the investment strategies we may use, and the attendant risks associated with our investments and strategies.
VENTURE CAPITAL INVESTMENTS
We define venture capital as the money and resources made available to privately held start-up firms and privately held and publicly traded small businesses with exceptional growth potential. These businesses can range in stage from pre-revenue to generating positive cash flow. Most of our long-term venture capital investments are in thinly capitalized, unproven, small companies focused on commercializing risky technologies. These businesses also tend to lack management depth, have limited or no history of operations, and have not attained profitability. Because of the speculative nature of these investments, these securities have a significantly greater risk of loss than traditional investment securities. Some of our venture capital investments will never realize their potential, and some will be unprofitable or result in the complete loss of our investment.
We acquire our investments through direct investments in private companies, negotiations with selling shareholders, and in organized secondary marketplaces for private securities. Our current focus is on investing in late-stage private companies, particularly those with potential for near-term realizations by way of initial public offering (“IPO”) or acquisition.
In connection with our venture capital investments, we may participate in providing a variety of services to our portfolio companies, including the following:
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Recruiting management, |
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Formulating operating strategies, |
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Formulating intellectual property strategies, |
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Assisting in financial planning, |
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Providing management in the initial start-up stages, and |
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Establishing corporate goals. |
We may assist in raising additional capital for these companies from other potential investors and may subordinate our own investment to that of other investors. We typically find it necessary or appropriate to provide additional capital of our own. We may introduce these companies to potential joint venture partners, suppliers, and customers. In addition, we may assist in establishing relationships with investment bankers and other professionals. We may also assist with mergers and acquisitions (“M&As”). We do not currently derive income from these companies for the performance of any of the above services.
We may control, be represented on, or have observer rights on the board of directors of a portfolio company through one or more of our officers or directors, who may also serve as officers of the portfolio company. We indemnify our officers and directors for serving on the board of directors or as officers of portfolio companies, which exposes us to additional risks. Particularly during the early stages of an investment, we may, in rare instances, in effect be conducting the operations of the portfolio company. Our goal is to assist each company in establishing its own independent capitalization, management, and board of directors. As a venture capital-backed company emerges from the developmental stage with greater management depth and experience, we expect that our role in the portfolio company’s operations will diminish.
EQUITY, EQUITY-RELATED SECURITIES AND DEBT WITH EQUITY FEATURES
We may invest in equity, equity-related securities, and debt with equity features. These securities include common stock, preferred stock, debt instruments convertible into common or preferred stock, limited partnership interests, other beneficial ownership interests and warrants, options, or other rights to acquire any of the foregoing.
We may make investments in companies with operating histories that are unprofitable or marginally profitable, that have negative net worth, or that are involved in bankruptcy or reorganization proceedings. These investments would involve businesses that management believes have potential through the infusion of additional capital and management assistance. In addition, we may make investments in connection with the acquisition or divestiture of companies or divisions of companies. There is a significantly greater risk of loss with these types of securities than is the case with traditional investment securities.
Warrants, options, and convertible or exchangeable securities generally give the investor the right to acquire specified equity securities of an issuer at a specified price during a specified period or on a specified date. Warrants and options fluctuate in value in relation to the value of the underlying security and the remaining life of the warrant or option, while convertible or exchangeable securities fluctuate in value both in relation to the intrinsic value of the security without the conversion or exchange feature and in relation to the value of the conversion or exchange feature, which is like a warrant or an option. When we invest in these securities, we incur the risk that the option feature will expire worthless, thereby either eliminating or diminishing the value of our investment.
Most of our current portfolio company investments are in the equity securities of private companies. Investments in equity securities of private companies often involve securities that are restricted as to sale and cannot be sold in the open market without registration under the Securities Act of 1933, as amended or pursuant to a specific exemption from these registrations. Opportunities for sale are more limited than in the case of marketable securities, although these investments may be purchased at more advantageous prices and may offer attractive investment opportunities. Even if one of our portfolio companies completes an IPO, we are typically subject to a lock-up agreement for 180 days, and the stock price may decline substantially before we are free to sell.
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We may also invest in publicly traded securities of whatever nature, including relatively small, emerging growth companies that management believes have long-term growth potential. These investments may be through open-market transactions or through private investments in public equity (“PIPE transactions”). Securities purchased in PIPE transactions are typically subject to a lock-up agreement for 180 days, or are issued as unregistered securities that are not freely available for six months.
Even if we have registration rights to make our investments in privately held and publicly traded companies more marketable, a considerable amount of time may elapse between a decision to sell or register the securities for sale and the time when we are able to sell the securities. The prices obtainable upon sale may be adversely affected by market conditions or negative conditions affecting the issuer during the intervening time. We may elect to hold formerly restricted securities after they have become freely marketable, either because they remain relatively illiquid or because we believe that they may appreciate in value, during which holding period they may decline in value and be especially volatile as unseasoned securities. If we need funds for investment or working capital purposes, we might need to sell marketable securities at disadvantageous times or prices.
DEBT OBLIGATIONS
We may hold debt securities, including in privately held and thinly traded public companies, for income and as a reserve pending more speculative investments. Debt obligations may include U.S. government and agency securities, commercial paper, bankers’ acceptances, receivables or other asset-based financing, notes, bonds, debentures, or other debt obligations of any nature and repurchase agreements related to these securities. These obligations may have varying terms with respect to security or credit support; subordination; purchase price; interest payments; and maturity from private, public, or governmental issuers of any type located anywhere in the world. We may invest in debt obligations of companies with operating histories that are unprofitable or marginally profitable, that have negative net worth or are involved in bankruptcy or reorganization proceedings, or that are start-up or development-stage entities. In addition, we may participate in the acquisition or divestiture of companies or divisions of companies through issuance or receipt of debt obligations. As of December 31, 2021, the debt obligations held in our portfolio consisted of convertible bridge notes and term notes. The convertible bridge notes generally do not generate cash payments to us, nor are they held for that purpose. Our convertible bridge notes and the interest accrued thereon are held for the purpose of potential conversion into equity at a future date. The term notes we hold are income generating.
Our investments in debt obligations may be of varying quality, including non-rated, unsecured, highly speculative debt investments with limited marketability. Investments in lower-rated and non-rated securities, commonly referred to as “junk bonds,” including our venture debt investments, are subject to special risks, including a greater risk of loss of principal and non-payment of interest. Generally, lower-rated securities offer a higher return potential than higher-rated securities, but involve greater volatility of price and greater risk of loss of income and principal, including the possibility of default or bankruptcy of the issuers of these securities. Lower-rated securities and comparable non-rated securities will likely have large uncertainties or major risk exposure to adverse conditions and are predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligation. The occurrence of adverse conditions and uncertainties to issuers of lower-rated securities would likely reduce the value of lower-rated securities held by us, with a commensurate effect on the value of our shares.
The markets in which lower-rated securities or comparable non-rated securities are traded generally are more limited than those in which higher-rated securities are traded. The existence of limited markets for these securities may restrict our ability to obtain accurate market quotations for the purposes of valuing lower-rated or non-rated securities and calculating net asset value or to sell securities at their fair value. Any economic downturn could adversely affect the ability of issuers’ lower-rated securities to repay principal and pay interest thereon. The market values of lower-rated and non-rated securities also tend to be more sensitive to individual corporate developments and changes in economic conditions than higher-rated securities. In addition, lower-rated securities and comparable non- rated securities generally present a higher degree of credit risk. Issuers of lower-rated securities and comparable non-rated securities are often highly leveraged and may not have more traditional methods of financing available to them, so that their ability to service their debt obligations during an economic downturn or during sustained periods of rising interest rates may be impaired. The risk of loss owing to default by these issuers is significantly greater because lower-rated securities and comparable non-rated
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securities generally are unsecured and frequently are subordinated to the prior payment of senior indebtedness. We may incur additional expenses to the extent that we are required to seek recovery upon a default in the payment of principal or interest on our portfolio holdings.
The market value of investments in debt securities that carry no equity participation usually reflects yields generally available on securities of similar quality and type at the time purchased. When interest rates decline, the market value of a debt portfolio already invested at higher yields can be expected to rise if the securities are protected against early call. Similarly, when interest rates increase, the market value of a debt portfolio already invested at lower yields can be expected to decline. Deterioration in credit quality also generally causes a decline in market value of the security, while an improvement in credit quality generally leads to increased value.
FOREIGN SECURITIES
We may make investments in securities of issuers whose principal operations are conducted outside the United States, and whose earnings and securities are stated in foreign currency. In order to maintain our status as a BDC, our investments in non-qualifying assets, including the securities of companies organized outside the U.S., would be limited to 30 percent of our assets.
Compared to otherwise comparable investments in securities of U.S. issuers, currency exchange risk of securities of foreign issuers is a significant variable. The value of these investments to us will vary with the relation of the currency in which they are denominated to the U.S. dollar, as well as with intrinsic elements of value such as credit risk, interest rates, and performance of the issuer. Investments in foreign securities also involve risks relating to economic and political developments, including nationalization, expropriation of assets, currency exchange freezes, and local recession. Securities of many foreign issuers are less liquid and more volatile than those of comparable U.S. issuers. Interest and dividend income and capital gains on our foreign securities may be subject to withholding and other taxes that may not be recoverable by us. We may seek to hedge all or part of the currency risk of our investments in foreign securities through the use of futures, options, and forward currency purchases or sales.
INTELLECTUAL PROPERTY
We believe there is a role for organizations that can assist in technology transfer. Scientists and institutions that develop and patent intellectual property perceive the need for and rewards of entrepreneurial commercialization of their inventions. Our form of investment may be:
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Funding research and development in the development of a technology, |
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Obtaining licensing rights to intellectual property or patents, |
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Acquiring intellectual property or patents, or |
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Forming and funding companies or joint ventures to commercialize further intellectual property. |
Income from our investments in intellectual property or its development may take the form of participation in licensing or royalty income, fee income, or some other form of remuneration. Investment in developmental intellectual property rights involves a high degree of risk that can result in the loss of our entire investment as well as additional risks, including uncertainties as to the valuation of an investment and potential difficulty in liquidating an investment. Further, investments in intellectual property generally require investor patience, as investment return may be realized only after or over a long period. At some point during the commercialization of a technology, our investment may be transformed into ownership of securities of a development-stage or start-up company, as discussed under “Venture Capital Investments” above.
REPURCHASE OF SHARES
Our shareholders do not have the right to compel us to redeem our shares. We may, however, purchase outstanding shares of our common stock from time to time, subject to approval of our Board of Directors and in compliance with applicable corporate and securities laws. The Board of Directors may authorize public open-market purchases or privately negotiated
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transactions from time to time when deemed to be in the best interest of our shareholders. Public purchases would be conducted only after notification to shareholders through a press release or other means. The Board of Directors may or may not decide to undertake any purchases of our common stock.
Our repurchases of our common shares would decrease our total assets and would therefore likely have the effect of increasing our expense ratio. Subject to our investment restrictions, we may borrow money to finance the repurchase of our common stock in the open market pursuant to any tender offer. Interest on any borrowings to finance share repurchase transactions would reduce our net assets. If, because of market fluctuations or other reasons, the value of our assets falls below the required 1940 Act coverage requirements, we may have to reduce our borrowed debt to the extent necessary to comply with the requirement. To achieve a reduction, it is possible that we may be required to sell portfolio securities at inopportune times when it may be disadvantageous to do so.
PORTFOLIO COMPANY TURNOVER
Changes with respect to portfolio companies will be made as our management considers necessary in seeking to achieve our investment objective. The rate of portfolio turnover will not be treated as a limiting or relevant factor when circumstances exist that are considered by management to make portfolio changes advisable.
Although we expect that many of our investments will be relatively long term in nature, we may make changes in particular portfolio holdings whenever it is considered that an investment no longer has substantial growth potential or has reached its anticipated level of performance, or (especially when cash is not otherwise available) that another investment appears to have a relatively greater opportunity for capital appreciation. We may also make general portfolio changes to increase our cash to position us in a defensive posture. We may make portfolio changes without regard to the length of time we have held an investment, or whether a sale results in profit or loss, or whether a purchase results in the reacquisition of an investment that we may have only recently sold. Our investments in privately held companies are illiquid, which limits portfolio turnover. The portfolio turnover rate may vary greatly during a year as well as from year to year and may also be affected by cash requirements.
COMPETITION
We compete for investments with a number of BDCs and other investment funds (including private equity funds and venture capital funds), reverse merger and special purpose acquisition company (“SPACs”) sponsors, investment bankers that underwrite initial public offerings, hedge funds that invest in PIPEs, traditional financial services companies such as commercial banks, and other sources of financing. Many of these entities have greater financial and managerial resources than we do. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act will impose on us as a BDC. We believe we compete with these entities primarily on the basis of our willingness to make smaller, non-controlling investments, the experience and contacts of our investment professionals within our targeted industries, our responsive and efficient investment analysis and decision-making processes, and the investment terms that we offer. We do not seek to compete primarily on the deal terms we offer to potential portfolio companies. We use the industry information available to FCM to assess investment risks and determine appropriate pricing for our investments in portfolio companies. In addition, we believe that the relationships of Kevin Landis (FCM’s President and Chief Investment Officer), and the other senior investment professionals FCM retains, enable us to learn about, and compete effectively for, financing opportunities with attractive companies in the industries in which we seek to invest. For additional information concerning the competitive risks we face, see “Risk Factors—Risks relating to our business and structure—We operate in a highly competitive market for investment opportunities.”
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REGULATION
The Small Business Investment Incentive Act of 1980 added the provisions of the 1940 Act applicable only to BDCs. BDCs are a special type of investment company. After a company files its election to be treated as a BDC, it may not withdraw its election without first obtaining the approval of holders of a majority of its outstanding voting securities. The following is a brief description of the 1940 Act provisions applicable to BDCs, qualified in its entirety by reference to the full text of the 1940 Act and the rules issued thereunder by the Securities and Exchange Commission (“SEC”).
Generally, to be eligible to elect BDC status, a company must primarily engage in the business of furnishing capital and making significant managerial assistance available to companies that do not have ready access to capital through conventional financial channels. Such companies that satisfy certain additional criteria described below are termed “eligible portfolio companies.” In general, in order to qualify as a BDC, a company must: (i) be a domestic company; (ii) have registered a class of its securities pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) operate for the purpose of investing in the securities of certain types of portfolio companies, including early-stage or emerging companies and businesses suffering or just recovering from financial distress (see following paragraph); (iv) make available significant managerial assistance to such portfolio companies; and (v) file a proper notice of election with the SEC.
An eligible portfolio company generally is a domestic company that is not an investment company or a company excluded from investment company status pursuant to exclusions for certain types of financial companies (such as brokerage firms, banks, insurance companies, and investment banking firms) and that: (i) has a fully diluted market capitalization of less than $250 million and has a class of equity securities listed on a national securities exchange, (ii) does not have a class of securities listed on a national securities exchange, or (iii) is controlled by the BDC by itself or together with others (control under the 1940 Act is presumed to exist where a person owns at least 25 percent of the outstanding voting securities of the portfolio company) and the BDC has a representative on the Board of Directors of such company.
We may be examined periodically by the SEC for compliance with the 1940 Act.
As with other companies regulated by the 1940 Act, a BDC must adhere to certain substantive regulatory requirements. A majority of our directors must be persons who are not “interested persons”, as that term is defined in the 1940 Act. Additionally, we are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect the BDC. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to us or our shareholders arising from willful malfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of such person’s office.
The 1940 Act provides that we may not make an investment in non-qualifying assets unless at the time at least 70 percent of the value of our total assets (measured as of the date of our most recently filed financial statements) consists of qualifying assets. Qualifying assets include: (i) securities of eligible portfolio companies; (ii) securities of certain companies that were eligible portfolio companies at the time we initially acquired their securities and in which we retain a substantial interest; (iii) securities of certain controlled companies; (iv) securities of certain bankrupt, insolvent, or distressed companies; (v) securities received in exchange for or distributed in or with respect to any of the foregoing; and (vi) cash items, U.S. government securities, and high quality short-term debt. The SEC has adopted a rule permitting a BDC to invest its cash in certain money market funds. The 1940 Act also places restrictions on the nature of the transactions in which, and the persons from whom, securities can be purchased in some instances in order for the securities to be considered qualifying assets.
We are permitted by the 1940 Act, under specified conditions, to issue multiple classes of debt and a single class of preferred stock if our asset coverage, as defined in the 1940 Act, is at least 200 percent after the issuance of the debt or the preferred stock (i.e., such senior securities may not be in excess of our net assets). Under specific conditions, we are also permitted by the 1940 Act to issue warrants.
Except under certain conditions, we may sell our securities at a price that is below the prevailing net asset value per share only during the 12-month period after (i) a majority of our directors and our disinterested directors have determined that such sale would be in the best interest of us and our stockholders, and (ii) the holders of a majority of our outstanding
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voting securities and the holders of a majority of our voting securities held by persons who are not affiliated persons of ours approve our ability to make such issuances. A majority of the disinterested directors must determine in good faith that the price of the securities being sold is not less than a price that closely approximates the market value of the securities, less any distribution discount or commission.
Certain transactions involving certain closely related persons of the Company, including its directors, officers, and employees, may require the prior approval of the SEC. However, the 1940 Act ordinarily does not restrict transactions between us and our portfolio companies.
TAX STATUS
We are subject to corporate income tax under state and federal law, including under Subchapter C of the Code. This is the same tax status as applies to ordinary operating corporations with publicly traded stock.
INVESTMENT OPPORTUNITY
SVVC invests primarily in equity securities of private technology companies in the United States. We believe that the growth potential exhibited by private technology companies, including cleantech companies, creates an attractive investment environment for SVVC.
The last 20 years has been marked by dramatic changes in the initial public offering (“IPO”) market. Since the dot-com bubble burst in 2000, emerging technology companies have often chosen to stay private longer. The combination of volatile equity markets, increased regulatory requirements (such as the Sarbanes-Oxley Act of 2002), and a lack of investment research coverage has made it less attractive for companies to access the public markets through an IPO. We believe the result is an environment with more opportunities to invest in relatively mature private companies, either directly via primary investments or by purchasing shares in the growing secondary market.
At the same time we believe there are a number of powerful trends creating opportunities for innovative companies and investors alike. The dramatic growth of social networking, cloud computing, and powerful, connected mobile computing devices has enabled new ways of communicating, doing business, and accessing information anytime, anywhere. The Company was established to benefit from convergence of exciting technologies and the growth of private investment opportunities.
COMPETITIVE ADVANTAGES
We believe that we have the following competitive advantages over other capital providers in technology and cleantech companies:
MANAGEMENT EXPERTISE
Kevin Landis, our Chief Executive Officer and Chief Financial Officer, has principal management responsibility for Firsthand Capital Management, Inc. as its owner, President and Chief Investment Officer. Mr. Landis has more than 25 years of experience in technology sector investing, and he intends to dedicate a substantial portion of his time to managing the Company. Mr. Landis controls FCM and is a trustee of Firsthand Funds and a director of the Company.
DISCIPLINED INVESTMENT APPROACH
The Investment Adviser employs a disciplined approach in selecting investments. The Investment Adviser’s investment philosophy focuses on ensuring that our investments have an appropriate return profile relative to risk. When market conditions make it difficult for us to invest according to our criteria, the Investment Adviser intends to be highly selective in deploying our capital. We believe this approach enables us to build an attractive investment portfolio that meets our return and value criteria over the long term.
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We believe it is critical to conduct extensive due diligence on investment targets. In evaluating new investments we, through the Investment Adviser, conduct a rigorous due diligence process that draws from the Investment Adviser’s investment experience, industry expertise, and network of contacts.
FOCUSING ON INVESTMENTS THAT CAN GENERATE POSITIVE RISK-ADJUSTED RETURNS
The Investment Adviser seeks to maximize the potential for capital appreciation. In making investment decisions the Investment Adviser seeks to pursue and invest in companies that meet several of the following criteria:
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outstanding technology, |
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barriers to entry (i.e., patents and other intellectual property rights), |
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experienced management team, |
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established financial sponsors that have a history of creating value with portfolio companies, |
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strong and competitive industry position, and |
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viable exit strategy. |
Assuming a potential investment meets most or all of our investment criteria, the Investment Adviser intends to be flexible in adopting transaction structures that address the needs of prospective portfolio companies and their owners. Our investment philosophy is focused on internal rates of return over the life of an investment. Given our investment criteria and due diligence process, we structure our investments so they correlate closely with the success of our portfolio companies.
ABILITY TO SOURCE AND EVALUATE TRANSACTIONS THROUGH THE INVESTMENT ADVISER’S RESEARCH CAPABILITY AND ESTABLISHED NETWORK
FCM’s investment management team has overseen investments in dozens of private companies across various industries while employed by FCM and its affiliates since 1994. We believe the expertise of the Investment Adviser’s management team enables FCM to identify, assess, and structure investments successfully across all levels of a company’s capital structure and to manage potential risk and return at all stages of the economic cycle.
We seek to identify potential investments both through active origination and through dialogue with numerous management teams, members of the financial community, and corporate partners with whom Mr. Landis has long-standing relationships. We believe that the team’s broad network of contacts within the investment, commercial banking, private equity and investment management communities in combination with their strong reputation in investment management, enables us to attract well-positioned prospective portfolio companies.
LONGER INVESTMENT HORIZON WITH ATTRACTIVE PUBLICLY TRADED MODEL
Unlike private equity and venture capital funds, we are not subject to standard periodic capital return requirements. Such requirements typically stipulate that funds raised by a private equity or venture capital fund, together with any capital gains on such invested funds, must be returned to investors after a pre-agreed time period. These provisions often force private equity and venture capital funds to seek returns on their investments through mergers, public equity offerings, or other liquidity events more quickly than they otherwise might, potentially resulting in both a lower overall return to investors and an adverse impact on their portfolio companies. While we are required to distribute substantially all realized gains, we believe that with our dividend reinvestment plan and our flexibility to make investments with a long-term view and without the capital return requirements of traditional private investment vehicles provide us with the opportunity to generate returns on invested capital and at the same time enable us to be a better long-term partner for our portfolio companies.
INVESTMENTS
FCM seeks to create a diversified portfolio of equity securities by making initial investments of approximately $1 million to $10 million of capital, on average, in the securities of micro-cap public and private companies.
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Our portfolio consists primarily of equity securities of private companies and cash and we expect that our portfolio will continue to consist primarily of, equity positions in private companies and cash. These investments include holdings in several private technology and cleantech companies. Moreover, we may acquire investments in the secondary market and, in analyzing such investments, we will employ the same analytical process as we use for our primary investments. For description of our current investments, see “Portfolio Investments.”
We generally seek to invest in companies from the broad variety of industries in which the Investment Adviser has expertise. The following is a representative list of the industries in which we may elect to invest.
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Advanced Materials |
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Advertising Technology |
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Automotive |
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Biofuels |
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Cloud Computing |
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Computer Hardware |
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Computer Peripherals |
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Computer Software |
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Electronic Components |
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Energy Efficiency |
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Fuel Cells |
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Medical Devices |
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Mobile Computing |
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Semiconductors |
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Social Networking |
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Solar Photovoltaics |
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Solid-state Lighting |
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Telecommunications |
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Water Purification |
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Wearable Technology |
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Wind-Generated Electricity |
We may invest in other industries if we are presented with attractive opportunities.
We may on a limited basis purchase or sell options on indexes or securities. We may engage in these transactions to manage risks or otherwise protect the value of the portfolio, and to use these strategies to a limited extent on an opportunistic basis.
INVESTMENT SELECTION
The Investment Adviser seeks to maximize the potential for capital appreciation.
PROSPECTIVE PORTFOLIO COMPANY CHARACTERISTICS
We have identified several criteria that we believe are important in identifying and investing in prospective portfolio companies. These criteria provide general guidelines for our investment decisions; however, we caution you that no single portfolio company (or prospective portfolio company) will meet all of these criteria. Generally, we use our experience and access to market information generated to identify investment candidates and to structure investments quickly and effectively.
Outstanding Technology
Our investment philosophy places a premium on identifying companies that have developed disruptive technologies, that is, technologies with the potential to dramatically alter the economics or performance of a particular type of product or service.
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Barriers to Entry
We believe having defensible barriers to entry, in the form of patents or other intellectual property rights, is critically important in technology industries, in which change happens very rapidly. We seek out companies that have secured protection of key technologies through patents, trademarks, or other means.
Experienced management and established financial sponsor relationship
We generally require that our portfolio companies have an experienced management team. We also require the portfolio companies to have in place proper incentives to induce management to succeed and to act in concert with our interests as investors, including having significant equity interests. In addition, we focus our investments in companies backed by strong financial sponsors that have a history of creating value and with whom members of our investment adviser have an established relationship.
Strong and defensible competitive market position in industry
We seek to invest in target companies that have developed leading market positions within their respective markets and are well positioned to capitalize on growth opportunities. We seek companies that demonstrate significant competitive advantages versus their competitors, which should help to protect their market position and profitability.
Viable exit strategy
We seek to invest in companies that we believe will provide a steady stream of cash flow to reinvest in their respective businesses. In addition, we also seek to invest in companies whose business models and expected future cash flows offer attractive exit possibilities. These companies include candidates for strategic acquisition by other industry participants and companies that may repay our investments through an initial public offering of common stock or another capital market transaction. In today’s market environment, we believe that a strategic sale is more likely than an IPO for many of our portfolio companies, although IPOs cannot be ruled out. We believe that an acquisition by a strategic buyer is possible at any time for any of our companies.
DUE DILIGENCE
We believe it is critical to conduct extensive due diligence on investment targets. In evaluating new investments, we, through the Investment Adviser, conduct a rigorous due diligence process that draws from the Investment Adviser’s investment experience, industry expertise, and network of contacts. The Investment Adviser conducts extensive due diligence investigations in their investment activities. In conducting due diligence, the Investment Adviser uses publicly available information as well as information from its relationships with former and current management teams, consultants, competitors, and investment bankers.
Our due diligence typically includes:
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review of historical and prospective financial information; |
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review of technology, product, and business plan; |
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on-site visits; |
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interviews with management, employees, customers, and vendors of the potential portfolio company; |
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background checks; and |
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research relating to the company’s management, industry, markets, products and services, and competitors. |
Upon the completion of due diligence, the Investment Adviser’s investment committee determines whether to pursue the potential investment. Additional due diligence with respect to any investment may be conducted on our behalf by attorneys and accountants prior to the closing of the investment, as well as other outside consultants, experts, and/or advisers, as appropriate. To the extent unaffiliated, third-party consultants, experts, and/or advisers are used, we will be responsible for those expenses.
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INVESTMENT STRUCTURE
Once we have determined that a prospective portfolio company is suitable for investment, we work with the management of that company and its other capital providers to structure an investment. We negotiate among these parties to agree on how our investment is expected to perform relative to the other capital in the portfolio company’s capital structure.
MANAGERIAL ASSISTANCE
As a BDC, we offer, and must provide upon request, managerial assistance to certain of our portfolio companies. This assistance could involve, among other things, monitoring the operations of our portfolio companies, participating in board and management meetings, consulting with and advising officers of portfolio companies, and providing other organizational and financial guidance. We may receive fees for these services. FCM will provide such managerial assistance on our behalf to portfolio companies that request this assistance. For a description of relationships between us and our portfolio companies, please see “Portfolio Companies.”
ONGOING RELATIONSHIPS WITH PORTFOLIO COMPANIES
Monitoring
FCM monitors our portfolio companies on an ongoing basis. Specifically, FCM monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action for each company.
FCM has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
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Assessment of success in adhering to portfolio company’s technology development, business plan and compliance with covenants; |
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Periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements, and accomplishments; |
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Comparisons to other portfolio companies in the industry, if any; |
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Attendance at and participation in board meetings; and |
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Review of monthly and quarterly financial statements and financial projections for portfolio companies. |
Valuation Process
The following is a description of the steps we take each quarter to determine the value of our portfolio. Investments for which market quotations are readily available are recorded in our financial statements at such market quotations. With respect to investments for which market quotations are not readily available, our Board of Directors undertakes a multi-step valuation process each quarter, as described below under “Determination of Net Asset Value.” Currently, our Board of Directors solicits valuation recommendations from a third-party valuation firm on a quarterly basis.
We expect that all of our portfolio investments will be recorded at fair value as determined under the valuation process discussed above. As a result, there will be uncertainty with respect to the value of our portfolio investments.
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INVESTMENT MANAGEMENT AGREEMENT
MANAGEMENT SERVICES
FCM has entered into an Investment Management Agreement (the “Investment Management Agreement”) with us whereby FCM provides investment management services. Subject to the overall supervision of our Board of Directors, the Investment Adviser manages the day-to-day operations of, provides investment management services to, and serves as portfolio manager for us. Mr. Landis, FCM’s President and Chief Investment Officer, has been primarily responsible for our portfolio management since our inception. Under the terms of the Investment Management Agreement, FCM will:
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determine the composition of our portfolio, the nature and timing of the changes to our portfolio, and the manner of implementing such changes; |
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identify, evaluate and negotiate the structure of the investments we make (including performing due diligence on our prospective portfolio companies); and |
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close and monitor the investments we make. |
FCM’s services under the Investment Management Agreement are not exclusive, and it is free to furnish similar services to other entities so long as its services to us are not impaired. FCM currently serves as investment manager to Firsthand Funds, a family of open-end mutual funds.
INVESTMENT MANAGEMENT FEE
Pursuant to the Investment Management Agreement, we pay FCM a fee for investment management services consisting of two components—a base management fee and an incentive fee.
The base management fee will be calculated at an annual rate of 2.00% of our gross assets. For services rendered under the Investment Management Agreement, the base management fee will be payable quarterly in arrears. The base management fee will be calculated based on the average of (1) the value of our gross assets at the end of the current calendar quarter and (2) the value of our gross assets at the end of the preceding calendar quarter; and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base management fees for any partial month or quarter will be pro-rated. The incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Management Agreement, as of the termination date), and equals 20% of our realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fees.
Mathematically, the formula for computing the annual incentive fee can be written as:
For the purposes of calculating realized capital gains, the cost basis of each security acquired in the Reorganization shall be equal to the greater of the original purchase price of that security by Firsthand Funds or the fair market value of the security at the time of the Reorganization.
EXAMPLE INCENTIVE FEE CALCULATION
EXAMPLE: INCENTIVE FEE ON CAPITAL GAINS:
Assumptions
Year 1 = no net realized capital gains or losses
Year 2 = $50,000 realized capital gains and $20,000 realized capital losses and unrealized capital depreciation. Capital gain incentive fee = 20% x (realized capital gains for year computed net of all realized capital losses and unrealized capital depreciation at year end)
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Calculation of Incentive Fee
Year 1 incentive fee |
= 20% x (0) |
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Year 2 incentive fee |
= 20% x ($50,000 - $20,000) - 0 |
AVAILABLE INFORMATION
Additional information about us, including quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are available free of charge on our website at www.firsthandtvf.com. Information on our website is not part of this Annual Report on Form 10-K.
EMPLOYEES
We do not currently have any direct employees. Mr. Landis, our Chief Executive Officer, is the majority owner and Chief Investment Officer of the Investment Adviser. The Investment Adviser currently employs a staff of 12, including investment, legal, and administrative professionals.
Investing in the Company involves a number of significant risks relating to our business and investment objective. As a result, there can be no assurance that we will achieve our investment objective.
RISKS RELATING TO OUR BUSINESS AND STRUCTURE
WE ARE DEPENDENT UPON FCM’S KEY PERSONNEL FOR OUR FUTURE SUCCESS.
If the Investment Adviser is unable to hire and retain qualified personnel, or if it loses any key member of its management team, our ability to achieve our investment objective could be significantly impaired.
We depend on the diligence, skill, and access to the network of business contacts of the management of FCM, including Mr. Landis, the owner, President and Chief Executive Officer of FCM. We also depend, to a significant extent, on FCM’s access to the investment information and deal flow generated by Mr. Landis and any other investment professionals of FCM. Mr. Landis and other management personnel of FCM evaluate, negotiate, structure, close, and monitor our investments. Our future success depends on the continued service of Mr. Landis and other management personnel of FCM. The resignation of FCM, or the departure of Mr. Landis or any other key managers hired by FCM could have a material adverse effect on our ability to achieve our investment objective. In addition, we can offer no assurance that FCM will remain the Investment Adviser.
THE INVESTMENT ADVISER AND ITS MANAGEMENT MANAGE OTHER FUNDS.
In addition to managing SVVC, FCM is also the investment adviser to two open-end mutual funds in the Firsthand Funds family: Firsthand Technology Opportunities Fund and Firsthand Alternative Energy Fund. Mr. Landis, who has primary responsibility for SVVC, also serves as portfolio manager of Firsthand Alternative Energy Fund and Firsthand Technology Opportunities Fund. This may reduce the time FCM and its investment management team have to devote to the affairs of SVVC. The other funds managed by FCM have stated investment objectives which differ from our own. Accordingly, there may be times when the interests of FCM’s management team differ from our interests.
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THE INVESTMENT ADVISER MAY NOT BE ABLE TO ACHIEVE THE SAME OR SIMILAR RETURNS TO THOSE ACHIEVED BY ITS INVESTMENT PROFESSIONALS WHILE THEY WERE EMPLOYED AT PRIOR JOBS.
Although Mr. Landis has been a portfolio manager of a number of open-end mutual funds in the Firsthand Funds family, Mr. Landis’s track record and achievements are not necessarily indicative of future results that will be achieved by FCM on our behalf. FCM and its investment professionals’ skills and expertise may not be as well suited to our objectives, strategies and requirements as they are for certain other funds. FCM and many of its investment professionals are relatively inexperienced in managing closed end funds and our investment objectives, policies and regulatory limitations differ substantially from the other funds FCM and its investment professionals have managed. Similarly, while the research and operational professionals that support Mr. Landis in his management of Firsthand Funds are substantially the same individuals that will be supporting us, there is no assurance that they will be able to provide the same level of services to us as they did (or currently do) for Firsthand Funds.
OUR FINANCIAL CONDITION AND RESULTS OF OPERATION WILL DEPEND ON OUR ABILITY TO MANAGE FUTURE GROWTH EFFECTIVELY.
Our ability to achieve our investment objective will depend on our ability to grow, which will depend, in turn, on FCM’s ability to identify, invest in, and monitor companies that meet our investment criteria.
Accomplishing this result on a cost-effective basis will be largely a function of FCM’s structuring of the investment process, its ability to provide competent, attentive, and efficient services to us and our access to financing on acceptable terms. The management team of FCM will have substantial responsibilities under the Investment Management Agreement. In addition, the employees of FCM may also be called upon to provide managerial assistance to our portfolio companies as the principals of our administrator. Such demands on their time may distract them or slow our rate of investment. Any failure to manage our future growth effectively could have a material adverse effect on our business, financial condition, and results of operations.
WE OPERATE IN A HIGHLY COMPETITIVE MARKET FOR INVESTMENT OPPORTUNITIES.
A number of entities will compete with us to make the types of investments that we plan to make. We will compete with other venture capital firms and venture capital funds, various public and private investment funds, including hedge funds, other BDCs, commercial and investment banks, commercial financing companies, and various technology and alternative energy companies’ internal venture capital arms. Many of our potential competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a stronger network of contacts and better connections for deal flows or have access to funding sources that are not available to us. In addition, some of our competitors have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act will impose on us as a BDC. We cannot assure you that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations. Also, as a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to time, and we can offer no assurance that we will be able to identify and make investments that are consistent with our investment objective.
REGULATIONS GOVERNING OUR OPERATION AS A BUSINESS DEVELOPMENT COMPANY WILL AFFECT OUR ABILITY TO, AND THE WAY IN WHICH WE, RAISE ADDITIONAL CAPITAL.
We are not generally able to issue and sell our common stock at a price below net asset value per share. We may, however, sell our common stock at a price below the current net asset value of the common stock, or sell warrants, options, or rights to acquire such common stock, at a price below the current net asset value of the common stock if our Board of Directors determines that such sale is in the best interests SVVC, and our stockholders approve SVVC’s policy and practice of making such sales. Our stockholders have not approved a policy or practice of selling our common stock below our net asset value per share. However, our Board of Directors may ask our stockholders to vote on such a policy and practice at upcoming stockholders meetings. In any such case, the price at which our securities are to be issued and sold may not be less than a price which, in the determination of our Board of Directors, closely approximates the market value of such securities (less any distributing commission or discount).
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ANY FAILURE ON OUR PART TO MAINTAIN OUR STATUS AS A BUSINESS DEVELOPMENT COMPANY WOULD REDUCE OUR OPERATING FLEXIBILITY.
If we do not remain a BDC, we might be regulated as a closed-end investment company under the 1940 Act, which would subject us to substantially more regulatory restrictions under the 1940 Act and correspondingly decrease our operating flexibility and increase our cost of doing business. Furthermore, any failure to comply with the requirements imposed on BDCs by the 1940 Act could cause the SEC to bring an enforcement action against us or expose us to claims of private litigants.
IF WE DO NOT INVEST A SUFFICIENT PORTION OF OUR ASSETS IN QUALIFYING ASSETS, WE COULD FAIL TO QUALIFY AS A BUSINESS DEVELOPMENT COMPANY OR BE PRECLUDED FROM INVESTING ACCORDING TO OUR CURRENT BUSINESS STRATEGY.
As a BDC, we may not acquire any assets other than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are qualifying assets. See “Regulation” above.
We may be precluded from investing in what we believe are attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we could lose our status as a BDC, which would have a material adverse effect on our business, financial condition, and results of operations. Similarly, these rules could prevent us from making follow-on investments in existing portfolio companies (which could result in the dilution of our position) or could require us to dispose of investments at inappropriate times in order to comply with the 1940 Act. If we need to dispose of such investments quickly, it would be difficult to dispose of such investments on favorable terms. For example, we may have difficulty in finding a buyer and, even if we do find a buyer, we may have to sell the investments at a substantial loss.
WE ARE A NON-DIVERSIFIED INVESTMENT COMPANY WITHIN THE MEANING OF THE 1940 ACT, AND THEREFORE WE ARE NOT LIMITED WITH RESPECT TO THE PROPORTION OF OUR ASSETS THAT MAY BE INVESTED IN SECURITIES OF A SINGLE ISSUER.
We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. To the extent that we assume large positions in the securities of a small number of issuers, our net asset value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. Beyond our income tax diversification requirements, we do not have fixed guidelines for diversification, and our investments could be concentrated in relatively few portfolio companies.
WE WILL NEED TO RAISE ADDITIONAL CAPITAL TO GROW.
We will need additional capital to fund growth in our investments once we have fully invested the cash (and other liquid assets, if any) received, we may issue equity securities in order to obtain this additional capital. A reduction in the availability of new capital could limit our ability to grow or pursue business opportunities. During the years that we have elected and maintained our status as a RIC, we will be required to distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, to our stockholders to maintain our RIC status. As a result, if stockholders opt out of reinvesting those distributions back into SVVC, these earnings will not be available to fund new investments. If we fail to obtain additional capital to fund our investments, this could limit our ability to grow, which may have an adverse effect on the value of our securities.
MANY OF OUR PORTFOLIO INVESTMENTS WILL BE RECORDED AT FAIR VALUE AS DETERMINED IN GOOD FAITH BY OUR BOARD OF DIRECTORS. AS A RESULT, THERE WILL BE UNCERTAINTY AS TO THE VALUE OF OUR PORTFOLIO INVESTMENTS.
A large percentage of our portfolio investments will be in the form of securities that are not publicly traded. The fair value of securities and other investments that are not publicly traded may not be readily determinable. We will value these securities quarterly at fair value according to our written valuation procedures and as determined in good faith by our Board of Directors. Our Board of Directors may use the services of a nationally recognized independent valuation firm to aid it in determining the fair value of these securities. The methods for valuing these securities may include: fundamental analysis (sales, income, or earnings multiples, etc.), discounts from market prices of similar securities, purchase price of securities, subsequent private transactions in the security or related securities, or discounts applied to the nature and
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duration of restrictions on the disposition of the securities, as well as a combination of these and other factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time, and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. Our net asset value could be adversely affected if our determinations regarding the fair value of our investments were materially higher than the values that we ultimately realize upon the disposal of such securities.
THE LACK OF LIQUIDITY IN OUR INVESTMENTS MAY ADVERSELY AFFECT OUR BUSINESS.
We primarily make investments in private companies. Substantially all of these securities will be subject to legal and other restrictions on resale or will otherwise be less liquid than publicly traded securities. The illiquidity of our investments may make it difficult for us to sell such investments if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our investments. In addition, we may face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we have material non-public information regarding such portfolio company.
WE MAY EXPERIENCE FLUCTUATIONS IN OUR QUARTERLY RESULTS.
We could experience fluctuations in our quarterly operating results due to a number of factors, including the performance of the portfolio securities we hold; the level of our expenses; variations in, and the timing of the recognition of, realized and unrealized gains or losses; the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.
THERE ARE SIGNIFICANT POTENTIAL CONFLICTS OF INTEREST THAT COULD IMPACT OUR INVESTMENT RETURNS.
Our executive officers and directors may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do or of investment funds managed by affiliates of FCM that may be formed in the future. Accordingly, if this occurs, they may have obligations to investors in those entities, the fulfillment of which might not be in the best interests of us or our stockholders.
In the course of our investing activities, we will pay investment management and incentive fees to FCM, and will reimburse FCM for certain expenses it incurs. As a result, investors in our common stock will invest on a “gross” basis and receive distributions on a “net” basis after expenses, resulting in a lower rate of return than an investor might achieve through direct investments. Accordingly, there may be times when the management team of FCM has interests that differ from those of our stockholders, giving rise to a conflict.
Several members of our Board of Directors are also trustees of the Board of Trustees of Firsthand Funds. Of the five directors of the Company, Messrs. Landis, Burglin, and Lee all serve as both directors for the Company and trustees for Firsthand Funds. Messrs. Petredis and Yee are the only directors of the Company who are not also trustees of Firsthand Funds. We believe such a commonality of the board brings continuity of oversight and allows our Board to maintain the institutional knowledge and experience of overseeing illiquid securities and their pricing methods.
OUR INCENTIVE FEE MAY INDUCE FCM TO MAKE SPECULATIVE INVESTMENTS AND THESE FEES WILL, IN EFFECT, BE BORNE BY OUR COMMON STOCKHOLDERS.
The incentive fee payable by us to FCM may create an incentive for FCM to make investments on our behalf that are risky or more speculative than would be the case in the absence of such compensation arrangement. The incentive fee payable to the Investment Adviser is calculated based on a percentage of our return on invested capital. This may encourage the Investment Adviser to invest in higher risk investments in the hope of securing higher returns.
We may invest, to the extent permitted by law, in the securities and instruments of other investment companies, including private funds, as well as other special purpose vehicles set up by third parties for investment in a particular private company. To the extent we so invest, we will bear our ratable share of any such investment company’s expenses, including management and incentive fees. We will also remain obligated to pay investment advisory fees, consisting of a
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base management fee and incentive fees, to FCM with respect to the assets invested in the securities and instruments of other investment companies under the Investment Management Agreement. With respect to any such investments, each of our stockholders will bear his or her share of the investment advisory fees of FCM as well as indirectly bearing the investment advisory fees and other expenses of any investment companies in which we invest.
CHANGES IN LAWS OR REGULATIONS GOVERNING OUR OPERATIONS MAY ADVERSELY AFFECT OUR BUSINESS.
We and our portfolio companies will be subject to regulation by laws at the local, state, and federal levels. These laws and regulations, as well as their interpretation, may be changed from time to time. Accordingly, any change in these laws or regulations could materially and adversely affect our business.
PROVISIONS OF THE MARYLAND GENERAL CORPORATION LAW AND OF OUR CHARTER AND BYLAWS COULD DETER TAKEOVER ATTEMPTS AND HAVE AN ADVERSE IMPACT ON THE PRICE OF OUR COMMON STOCK.
The Maryland General Corporation Law, our charter, and our bylaws contain provisions that may discourage, delay or make more difficult a change in control of the Company or the removal of the Company’s directors. We are subject to the Maryland Business Combination Act, the application of which is subject to any requirements of the 1940 Act. Our Board of Directors has adopted a resolution exempting from the Maryland Business Combination Act any business combination between us and any other person, subject to prior approval of such business combination by our Board, including approval by a majority of our disinterested directors. If the resolution exempting business combinations is repealed or our Board does not approve a business combination, the Maryland Business Combination Act may discourage third parties from trying to acquire control of us and increase the difficulty of consummating such an offer. We are also subject to the Maryland Control Share Acquisition Act. With certain exceptions, the Maryland General Corporation Law provides that a holder of “control shares” of a Maryland corporation acquired in a “control share acquisition” has no voting rights with respect to those shares except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter, excluding shares owned by the acquiring person or by our officers or by our directors who are our employees. The Maryland Control Share Acquisition Act also may make it more difficult for a third party to obtain control of us and increase the difficulty of consummating such an offer.
We have also adopted other measures that may make it difficult for a third party to obtain control of us, including provisions of our charter classifying our Board of Directors in three classes serving staggered three-year terms and until their successors are duly elected and qualify, and provisions of our charter authorizing our Board of Directors (all without stockholder approval) to classify or reclassify shares of our stock in one or more classes or series, to cause the issuance of additional shares of our stock, and to amend our charter to increase or decrease the number of shares of stock that we have authority to issue. These provisions, as well as other provisions of our charter and bylaws, may delay, defer, or prevent a transaction or a change in control that might otherwise be in the best interests of our stockholders.
OUR BOARD OF DIRECTORS MAY CHANGE OUR INVESTMENT OBJECTIVE, OPERATING POLICIES, AND STRATEGIES WITHOUT PRIOR NOTICE OR STOCKHOLDER APPROVAL.
Our Board of Directors has the authority to modify or waive certain of our operating policies and strategies without prior notice and without stockholder approval (except as required by the 1940 Act). However, absent stockholder approval, we may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC. We cannot predict the effect any changes to our current operating policies and strategies would have on our business, operating results, and value of our stock. Nevertheless, the effects may adversely affect our business and impact our ability to make distributions.
RISKS RELATED TO OUR INVESTMENTS
OUR INVESTMENTS IN PROSPECTIVE PORTFOLIO COMPANIES MAY BE RISKY, AND YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT.
Equity Investments. We make equity investments primarily in equity securities and equity derivatives (such as options, warrants, rights, etc.) of privately placed venture capital stage technology and alternative energy companies as well as publicly traded micro-cap companies (those with market capitalizations of less than $250 million). Our goal is ultimately
20
to dispose of these equity interests and realize gains upon our disposition of such interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value or lose all value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.
In addition, investing in privately placed technology and clean tech companies involves a number of significant risks, including that private companies generally have limited operating history and are not as well capitalized as public companies. In addition, private company valuations may fluctuate more dramatically than those of public companies and they frequently have less diverse product lines and smaller market presence than larger competitors. These factors could adversely affect our investment returns as compared to companies investing primarily in the securities of public companies.
WE MAY INVEST IN MICRO-CAP PUBLIC COMPANIES AND COMPANIES WE MAY HOPE WILL HAVE SUCCESSFUL INITIAL PUBLIC OFFERINGS.
Although micro-cap companies may have potential for rapid growth, they are subject to wider price fluctuations due to factors inherent in their size, such as lack of management experience and financial resources and limited trade volume and frequency. To make a large sale of securities of micro-cap companies that trade in limited volumes, SVVC may need to sell portfolio holdings at a discount or make a series of small sales over an extended period of time.
We have invested in, and we expect to continue to invest in, companies that we believe are likely to issue securities in initial public offerings (“IPOs”). Although there is a potential the pre-IPO securities that we buy may increase in value if the company does issue securities in an IPO, IPOs are risky and volatile and may cause the value of our securities to fall dramatically. Also, because securities of pre-IPO companies are generally not freely or publicly tradeable, we may not have access to purchase securities in these companies in the amounts or at the prices we desire. Securities issued by these privately-held companies have no trading history, and information about such companies may be available for very limited periods. The companies that we anticipate holding successful IPOs may not ever issues shares in an IPO and a liquid market for their securities may never develop, which may negatively affect the price at which we can sell any such securities and make it more difficult to sell such securities, which could also adversely affect our liquidity.
WE EXPECT TO PURCHASE SECURITIES IN IPOS, WHICH INVOLVE SIGNIFICANT RISKS FOR US, AND WE MAY NOT BE ABLE TO PARTICIPATE IN OFFERINGS TO THE EXTENT DESIRED OR AT ALL.
Securities purchased in IPOs are often subject to the general risk associated with investments in companies with smaller market capitalizations, and typically to a heightened degree. Securities issued in IPOs have no trading history, and information about companies may be available for very limited periods. In addition, under certain market conditions, a relatively small number of companies may issue securities in IPOs. Our investment performance during periods when we are unable to invest significantly or at all in IPOs may be lower than during periods when we are able to do so.
IPO securities may be volatile, and we cannot predict whether investments in IPOs will be successful. If the Company grows in size, the possible positive effects of IPO investments on the Company may decrease.
WE HAVE NOT YET IDENTIFIED ALL OF THE PORTFOLIO COMPANY INVESTMENTS WE INTEND TO ACQUIRE.
The Investment Adviser will select our investments, and our stockholders will have no input with respect to such investment decisions. These factors increase the uncertainty, and thus the risk, of investing in our shares.
ECONOMIC RECESSIONS OR DOWNTURNS COULD IMPAIR OUR PORTFOLIO COMPANIES AND HARM OUR OPERATING RESULTS.
Many of our portfolio companies are susceptible to economic slowdowns or recessions and may fail or require additional capital investments from us during those periods. Therefore, our non-performing assets are likely to increase and the value of our portfolio is likely to decrease during these periods. These events could harm our operating results.
21
OUR FAILURE TO MAKE FOLLOW-ON INVESTMENTS IN OUR PORTFOLIO COMPANIES COULD IMPAIR THE VALUE OF OUR PORTFOLIO.
Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments, in order to:
|
● |
increase or maintain in whole or in part our equity ownership percentage; or |
|
● |
exercise warrants, options, or convertible securities that were acquired in the original or subsequent financing. |
We have the discretion to make any follow-on investments, subject to the availability of capital resources and the availability of securities in the applicable public company. We may elect not to make follow-on investments in a portfolio company and we may lack sufficient funds to make those investments. The failure to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful operation. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our concentration of risk, because we prefer other opportunities, or because we are inhibited by compliance with BDC requirements or the desire to maintain our tax status.
WE SOMETIMES DO NOT HOLD CONTROLLING EQUITY INTERESTS IN OUR PORTFOLIO COMPANIES AND WE MAY NOT BE IN A POSITION TO EXERCISE CONTROL OVER OUR PORTFOLIO COMPANIES OR TO PREVENT DECISIONS BY MANAGEMENT OF OUR PORTFOLIO COMPANIES THAT COULD DECREASE THE VALUE OF OUR INVESTMENTS.
Although we have held control and will continue to do so for some instruments, we do not anticipate always taking controlling equity positions in our portfolio companies. As a result, we will be subject to the risk that a portfolio company may make business decisions with which we disagree, and the stockholders and management of a portfolio company may take risks or otherwise act in ways that are adverse to our interests. Due to the lack of liquidity for the equity investments that we will typically hold in our portfolio companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company, and may therefore suffer a decrease in the value of our investments.
AN INVESTMENT STRATEGY FOCUSED PRIMARILY ON PRIVATELY HELD COMPANIES PRESENTS CERTAIN CHALLENGES, INCLUDING THE LACK OF AVAILABLE INFORMATION ABOUT THESE COMPANIES, A DEPENDENCE ON THE TALENTS AND EFFORTS OF ONLY A FEW KEY PORTFOLIO COMPANY PERSONNEL, AND A GREATER VULNERABILITY TO ECONOMIC DOWNTURNS.
We invest primarily in privately held companies. Generally, little public information exists about these companies, and we will be required to rely on the ability of FCM’s investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and we may lose money on our investments. Also, privately held companies frequently have less diverse product lines and a smaller market presence than larger competitors. These factors could adversely affect our investment returns as compared to companies investing primarily in the securities of public companies.
OUR PORTFOLIO COMPANIES MAY ISSUE ADDITIONAL SECURITIES OR INCUR DEBT THAT RANKS EQUAL OR SENIOR TO OUR INVESTMENTS IN SUCH COMPANIES.
We also invest primarily in equity securities issued by our portfolio companies. The portfolio companies may be permitted to issue additional securities or incur other debt that ranks equally with, or senior to, the equity securities in which we invest. By their terms, such other securities (especially if they are debt securities) may provide that the holders are entitled to receive payment of interest or principal before we are entitled to receive any distribution from the portfolio companies. Also, in the event of insolvency, liquidation, dissolution, reorganization, or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our equity investment in that portfolio company would typically be entitled to receive payment in full before equity investors like us may receive any distribution in respect of our investment. After repaying such senior creditors, the portfolio company may not have any remaining assets to distribute to us.
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WE MAY PURCHASE OR SELL OPTIONS ON SECURITIES AND INDEXES, WHICH MAY EXPOSE US, AND YOUR INVESTMENT IN OUR COMMON STOCK, TO CERTAIN RISKS.
We may on a limited basis purchase or sell options on indexes or securities. The use of options has risks and our ability to successfully use these techniques depends on our ability to predict pertinent market movements, which cannot be assured. The use of options may result in losses greater than if they had not been used, may require us to sell or purchase portfolio securities at inopportune times or for prices other than current market values, may limit the amount of appreciation we can realize on an investment or may cause us to hold a security we might otherwise sell.
OUR INVESTMENTS IN FOREIGN SECURITIES MAY INVOLVE SIGNIFICANT RISKS IN ADDITION TO THE RISKS INHERENT IN U.S. INVESTMENTS.
Our investment strategy involves potential investments in equity securities of foreign companies. Investing in foreign companies may expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations; political and social instability; expropriation; imposition of foreign taxes; less liquid markets and less available information than is generally the case in the United States; higher transaction costs; less government supervision of exchanges, brokers and issuers; less developed bankruptcy laws; difficulty in enforcing contractual obligations; lack of uniform accounting and auditing standards; and greater price volatility.
Although most of our investments will be U.S. dollar-denominated, any investments denominated in a foreign currency will be subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation, and political developments. We may employ hedging techniques to minimize these risks, but we can offer no assurance that we will, in fact, hedge currency risk, or, if we do, that such strategies will be effective.
Item 1B. Unresolved Staff Comments
None.
Under the terms of the Investment Management Agreement, Firsthand Capital Management, Inc. is responsible for providing office space to the Company and for the costs associated with providing such space. Our offices are located at 150 Almaden Blvd., Suite 1250, San Jose, CA 95113.
We are not currently subject to any material pending legal proceedings.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
MARKET INFORMATION
Our common stock is traded on the Nasdaq Global Market under the symbol “SVVC.” The following table sets forth the range of the high and low closing sales prices of the Company’s shares during each quarter during the last fiscal year, as reported by Nasdaq Global Market. The quarterly stock prices quoted represent interdealer quotations and do not include markups, markdowns, or commissions.
2021 Quarter Ending |
Low |
High |
||||||
March 31 |
$ | 4.32 | $ | 7.25 | ||||
June 30 |
$ | 5.50 | $ | 6.69 | ||||
September 30 |
$ | 4.67 | $ | 5.87 | ||||
December 31 |
$ | 3.96 | $ | 4.85 | ||||
SHAREHOLDERS
As of February 28, 2022, there were approximately 1,200 shareholders of record and approximately 10,500 beneficial owners of the Company’s common stock.
DIVIDENDS
There were no distributions in 2021.
RECENT SALES OF UNREGISTERED SECURITIES
The Company did not issue any unregistered securities during the year ended December 31, 2021.
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PERFORMANCE GRAPH
The graph and table below compares the cumulative total return of holders of our common stock with the cumulative total returns of the S&P 500 Index and the NASDAQ Composite Index. The comparison assumes that the value of the investment in our common stock and in the index (including reinvestment of dividends) was $10,000 on April 18, 2011 (our inception date), and tracks it through December 31, 2021.
We, however, do not believe either the S&P 500 Index or the NASDAQ Composite Index to be appropriate comparable indices of the Company’s benchmark results. The Company is a publicly traded venture capital fund that invests primarily in private and micro cap technology companies. The S&P 500 Index and the NASDAQ Composite Index are both indices of publicly traded large capitalization companies, with performance predominantly driven by the largest companies in the index. Nevertheless, we do not believe there is currently a widely accessible and generally accepted index that tracks publicly traded venture capital funds. When compared to the S&P 500 Index and the NASDAQ Composite Index, we have underperformed those broad market indices because equity securities of the private companies in our portfolio have not appreciated substantially during the recent bull market for publicly traded stocks.
STOCK TRANSFER AGENT
Computershare Investor Services, 462 South 4th Street, Suite 1600 Louisville, KY 40202 (1.800.331.1710) serves as our transfer agent.
Item 6. Selected Financial Data
The information below was derived from the audited Consolidated Financial Statements included in this report. This information should be read in conjunction with those Consolidated Financial Statements and Supplementary Data and the notes thereto. These historical results are not necessarily indicative of the results to be expected in the future.
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Firsthand Technology Value Fund, Inc.
Consolidated Statements of Assets and Liabilities
AS OF |
AS OF |
|||||||
ASSETS |
||||||||
Investment securities: |
||||||||
Unaffiliated investments at acquisition cost |
$ | 1,729,653 | * | $ | 3,468,393 | * | ||
Affiliated investments at acquisition cost |
4,744,427 | 4,744,427 | ||||||
Controlled investments at acquisition cost |
138,754,479 | 125,755,796 | ||||||
Total acquisition cost |
$ | 145,228,559 | $ | 133,968,616 | ||||
Unaffiliated investments at market value |
$ | 1,009,813 | * | $ | 3,299,827 | * | ||
Affiliated investments at market value |
613,650 | 6,451,878 | ||||||
Controlled investments at market value |
89,505,079 | 92,321,114 | ||||||
Total market value ** (Note 6) |
91,128,542 | 102,072,819 | ||||||
Foreign currency at value (cost $0 and $703) |
— | 729 | ||||||
Receivable from dividends and interest |
11,485,642 | 5,728,598 | ||||||
Other assets |
64,066 | 25,715 | ||||||
Total Assets |
102,678,250 | 107,827,861 | ||||||
LIABILITIES |
||||||||
Due to Custodian |
13,589 | — | ||||||
Payable to affiliates (Note 4) |
7,702,914 | 5,450,699 | ||||||
Consulting fee payable |
26,000 | 26,000 | ||||||
Accrued expenses and other payables |
181,123 | 208,794 | ||||||
Total Liabilities |
7,923,626 | 5,685,493 | ||||||
NET ASSETS |
$ | 94,754,624 | $ | 102,142,368 | ||||
Net Assets consist of: |
||||||||
Common Stock, par value $0.001 per share 100,000,000 shares authorized |
$ | 6,893 | $ | 6,893 | ||||
Paid-in-capital |
176,770,722 | 176,770,722 | ||||||
Total distributable earnings (loss) |
(82,022,991 | ) | (74,635,247 | ) | ||||
NET ASSETS |
$ | 94,754,624 | $ | 102,142,368 | ||||
Shares of Common Stock outstanding |
7,016,432 | 7,016,432 | ||||||
Shares of Treasury Stock outstanding |
(123,376 | ) | (123,376 | ) | ||||
Total Shares of Common Stock outstanding |
6,893,056 | 6,893,056 | ||||||
Net asset value per share (Note 2) |
$ | 13.75 | $ | 14.82 | ||||
|
* |
Includes Fidelity Investment Money Market Treasury Portfolio - Class I, which invests primarily in U.S. Treasury securities. The yields as of 12/31/21 and 12/31/20 were 0.01% and 0.01%, respectively. Please see https://fundresearch.fidelity.com/ mutual-funds/summary/316175504 for additional information. |
|
** |
Includes warrants whose primary risk exposure is equity contracts. |
See accompanying notes to financial statements
26
Firsthand Technology Value Fund, Inc.
Consolidated Statements of Operations
FOR THE |
FOR THE |
FOR THE |
||||||||||
INVESTMENT INCOME |
||||||||||||
Unaffiliated dividends |
$ | 171,613 | $ | — | $ | — | ||||||
Unaffiliated interest |
30,906 | 15,608 | 72,502 | |||||||||
Affiliated/controlled interest |
6,116,176 | 3,635,326 | 1,717,149 | |||||||||
TOTAL INVESTMENT INCOME |
6,318,695 | 3,650,934 | 1,789,651 | |||||||||
EXPENSES |
||||||||||||
Investment advisory fees (Note 4) |
2,220,811 | 2,016,981 | 3,405,735 | |||||||||
Administration fees |
122,177 | 117,911 | 141,714 | |||||||||
Custody fees |
24,661 | 15,780 | 15,070 | |||||||||
Transfer agent fees |
39,737 | 33,640 | 33,353 | |||||||||
Registration and filing fees |
32,700 | 31,700 | 30,700 | |||||||||
Professional fees |
367,471 | 415,447 | 432,337 | |||||||||
Printing fees |
80,307 | 36,953 | 172,820 | |||||||||
Trustees fees |
200,000 | 200,000 | 200,000 | |||||||||
Compliance fees |
120,487 | 116,947 | 118,780 | |||||||||
Miscellaneous fees |
46,907 | 44,076 | 53,513 | |||||||||
TOTAL GROSS EXPENSES |
3,255,258 | 3,029,435 | 4,604,022 | |||||||||
Incentive fee adjustments (Note 4) |
— | — | (9,261,847 | ) | ||||||||
TOTAL NET EXPENSES |
3,255,258 | 3,029,435 | (4,657,825 | ) | ||||||||
NET INVESTMENT INCOME, BEFORE TAXES |
3,063,437 | 621,499 | 6,447,476 | |||||||||
Deferred tax benefit |
— | — | (538,914 | ) | ||||||||
Net Investment Income/(Loss), Net of Deferred Taxes |
3,063,437 | 621,499 | 5,908,562 | |||||||||
Net Realized and Unrealized Gain (Loss) on Investments: |
||||||||||||
Net realized gains (losses) from security transactions on: |
||||||||||||
Affiliated/Controlled |
11,753,038 | (5,589,234 | ) | (24,091,097 | ) | |||||||
Non-affiliated/controlled and other assets |
— | (1,927,408 | ) | 3,004,025 | ||||||||
Foreign currency |
27 | — | — | |||||||||
Written option (1) |
— | — | 98,590 | |||||||||
Deferred tax benefit |
— | (5,816,066 | ) | 4,623,742 | ||||||||
Net realized gains (losses), net of deferred taxes |
11,753,065 | (13,332,708 | ) | (16,364,740 | ) | |||||||
Net change in unrealized appreciation (depreciation) on: |
||||||||||||
Non-affiliated investments |
(551,274 | ) | 4,189,718 | (6,092,860 | ) | |||||||
Affiliated/controlled investments and foreign currency |
(21,673,270 | ) | (8,242,579 | ) | (52,627,051 | ) | ||||||
Affiliated/controlled warrants investments (1) |
20,298 | (4,156,438 | ) | (7,542,793 | ) | |||||||
Deferred tax benefit/expenses |
— | (2,026,517 | ) | 12,190,314 | ||||||||
Net change in unrealized appreciation (depreciation), net of deferred taxes |
(22,204,246 | ) | (10,235,816 | ) | (54,072,390 | ) | ||||||
Net Realized and Unrealized Gains (Losses) on Investments, Net of Deferred Taxes |
(10,451,181 | ) | (23,568,524 | ) | (70,437,130 | ) | ||||||
Net Increase (Decrease) In Net Assets Resulting From Operations, Net of Deferred Taxes |
$ | (7,387,744 | ) | $ | (22,947,025 | ) | $ | (64,528,568 | ) | |||
Net Increase (Decrease) In Net Assets Per Share Resulting From Operations (2) |
$ | (1.07 | ) | $ | (3.31 | ) | $ | (8.99 | ) | |||
|
(1) |
Primary risk exposure is equity contracts. |
|
(2) |
Per share results are calculated based on weighted average shares outstanding for each period. |
See accompanying notes to financial statements
27
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information contained in this section should be read in conjunction with our 2021 Consolidated Financial Statements and notes thereto.
OVERVIEW
We are an externally managed, closed-end, non-diversified management investment company organized as a Maryland corporation that has elected to be treated as a BDC under the 1940 Act. As such, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities of private or micro-cap public U.S. companies, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. In addition, for tax purposes we have elected to be treated as a RIC under Subchapter M of the Code. FCM serves as our investment adviser and manages the investment process on a daily basis.
Our investment objective is to seek long-term growth of capital, principally by seeking capital gains on our equity and equity-related investments. There can be no assurance that we will achieve our investment objective. Under normal circumstances, we invest at least 80% of our net assets for investment purposes in technology companies. We consider technology companies to be those companies that derive at least 50% of their revenues from products and/or services within the information technology sector or in the “cleantech” sector. Information technology companies include, but are not limited to, those focused on computer hardware, software, telecommunications, networking, Internet, and consumer electronics. While there is no standard definition of cleantech, it is generally regarded as including goods and services designed to harness renewable energy and materials, eliminate emissions and waste, and reduce the use of natural resources. In addition, under normal circumstances we invest at least 70% of our total assets in privately held companies and public companies with market capitalizations of less than $250 million. Our portfolio is primarily composed of equity and equity derivative securities of technology and cleantech companies (as defined above). These investments generally range between $1 million and $10 million each, although the investment size will vary proportionately with the size of our capital base. We acquire our investments through direct investments in private companies, negotiations with selling shareholders, and in organized secondary marketplaces for private securities.
While our primary focus is to invest in illiquid private technology and cleantech companies, we also may invest in micro-cap publicly traded companies. In addition, we may invest up to 30 percent of the portfolio in opportunistic investments that do not constitute the private companies and micro-cap public companies described above. These other investments may include investments in securities of public companies that are actively traded or in actively traded derivative securities such as options on securities or security indices. These other investments may also include investments in high-yield bonds, distressed debt, or securities of public companies that are actively traded and securities of companies located outside of the United States. Our investment activities are managed by FCM.
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The following table summarizes the fair value of our investment portfolio by industry sector as of December 31, 2021 and December 31, 2020.
|
December 31, 2021 |
December 31, 2020 |
Semiconductor Equipment |
32.8% |
40.6% |
Medical Devices |
28.6% |
25.8% |
Automotive |
24.5% |
23.1% |
Aerospace |
5.8% |
3.5% |
Equipment Leasing |
2.0% |
2.2% |
Intellectual Property |
1.1% |
1.3% |
Advanced Materials |
0.7% |
1.1% |
Exchange-Traded/Money Market Funds |
0.7% |
2.3% |
(Liabilities)/Other Assets |
3.8% |
0.1% |
Net Assets |
100.0% |
100.0% |
Certain trends in the technology industry may have an impact on the portfolio in coming quarters. In particular, the semiconductor industry, which has historically been a highly cyclical industry, has enjoyed a period of strong growth over the past several years. Given the substantial weighting of semiconductor investments in the current portfolio, the Fund will be sensitive to changes in this industry. Fund performance may also be impacted by the speed of adoption of certain new technologies, including, but not limited to: electric drivetrains for trucks, electron intra-operative radiation for cancer treatment, X-ray inspection of electronic components, and small form factor satellites.
MATURITY OF PRIVATE COMPANIES IN THE CURRENT PORTFOLIO
The Fund invests in private companies at various stages of maturity. As our portfolio companies mature, they move from the “early (development) stage” to the “middle (revenue) stage” and then to the “late stage.” We expect that this continuous progression may create a pipeline of potential exit opportunities through initial public offerings (IPOs) or acquisitions. Of course, some companies do not progress.
The illustration below describes typical characteristics of companies at each stage of maturity and where we believe our current portfolio companies fit within these categories. We expect some of our portfolio companies to transition between stages of maturity over time. The transition may be forward if the company is maturing and is successfully executing its business plan or may be backward if the company is not successfully executing its business plan or decides to change its business plan substantially from its original plan.
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EARLY STAGE |
MIDDLE STAGE |
LATE STAGE |
Developing product or service for market, high level of research and development, little or no revenue. |
Established product, customers, business model; limited revenues. |
Appreciable revenue; may be break-even or profitable; IPO or acquisition candidate. |
RESULTS OF OPERATIONS
The following information is a comparison for the year ended December 31, 2021, December 31, 2020, and December 31, 2019.
INVESTMENT INCOME
For the year ended December 31, 2021, we had investment income of $6,318,695 primarily attributable to interest accrued on convertible/term note investments with IntraOp Medical Corp, Hera, and Wrightspeed.
For the year ended December 31, 2020, we had investment income of $3,650,934 primarily attributable to interest accrued on convertible/term note investments with IntraOp Medical Corp, Hera, and Wrightspeed.
For the year ended December 31, 2019, we had investment income of $1,789,651 primarily attributable to interest accrued on convertible/term note investments with IntraOp Medical Corp, Wrightspeed and Hera.
The higher level of investment income in the year ended December 31, 2021 compared to the year ended December 31, 2020 was due to increasing principal amounts on notes issued by IntraOp, Hera and Wrightspeed.
The higher level of investment income in the year ended December 31, 2020 compared to the year ended December 31, 2019 was due to increasing principal amounts on notes issued by IntraOp, Hera and Wrightspeed.
OPERATING EXPENSES
Operating expenses totaled approximately $3,255,258 during the year ended December 31, 2021, $3,029,435 during the year ended December 31, 2020, and $(4,657,825) during the year ended December 31, 2019.
Significant components of operating expenses for the year ended December 31, 2021, were a management fee expense of $2,220,811 and professional fees (audit, legal, accounting, and consulting) of $367,471. Significant components of operating expenses for the year ended December 31, 2020, were a management fee expense of $2,016,981 and professional fees (audit, legal, accounting, and consulting) of $415,447. Significant components of operating expenses
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for the year ended December 31, 2019, were a management fee expense of $3,405,735, professional fees (audit, legal, accounting, and consulting) of $432,337, and incentive fee adjustments (which were accrued but are not payable until gains in the portfolio are realized) of $(9,261,847).
The higher level of operating expenses for the year ended December 31, 2021 compared to the year ended December 31, 2020 is primarily attributable to an increase in our total net assets, on which the investment advisory fees are based.
The higher level of operating expenses for the year ended December 31, 2020 compared to the year ended December 31, 2019 is primarily attributable to the reversal of the accrual of an incentive fee in 2019, which is accrued but not payable until gains in the portfolio are realized. The incentive fee payable was reduced to $0 due to the decrease in the market value of our portfolio in the year 2019.
NET INVESTMENT GAIN/(LOSS)
The net investment gain/(loss) before taxes was $3,063,437 for the year ended December 31, 2021, $621,499 for the year ended December 31, 2020, and $6,447,476 for the year ended December 31, 2019.
The greater net investment gain before taxes in the year ended December 31, 2021 compared to the year ended December 31, 2020 is primarily attributable to increased investments in convertible note with IntraOp Medical, Hera Systems and Wrightspeed on which we accrue income.
The lesser net investment gain before taxes in the year ended December 31, 2020 compared to the year ended December 31, 2019 is primarily due to the reversal of the accrual of an incentive fee in 2019 which was accrued but is not payable until gains in the portfolio are realized. The incentive fee was reduced to $0 due to the decrease in the market value of our portfolio.
NET INVESTMENT REALIZED GAINS AND LOSSES AND UNREALIZED APPRECIATION AND DEPRECIATION
A summary of the net realized and unrealized gains and losses on investments for the years ended December 31, 2021, December 31, 2020, and December 31, 2019, is shown below.
Year Ended |
||||
Realized gains |
$ | 11,753,065 | ||
Net change in unrealized depreciation on investments |
$ | (22,204,246 | ) | |
Net realized and unrealized loss on investments |
$ | (10,451,181 | ) | |
As of |
||||
Gross unrealized appreciation on portfolio investments |
$ | 18,046,155 | ||
Gross unrealized depreciation on portfolio investments |
$ | (72,146,172 | ) | |
Net unrealized depreciation on portfolio investments, warrants, and other assets |
$ | (54,100,017 | ) | |
Year Ended |
||||
Realized losses |
$ | (7,516,642 | ) | |
Net change in unrealized depreciation on investments |
$ | (8,209,299 | ) | |
Deferred tax benefit |
$ | (7,842,583 | ) | |
Net realized and unrealized loss on investments |
$ | (23,568,524 | ) | |
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As of |
||||
Gross unrealized appreciation on portfolio investments |
$ | 21,165,955 | ||
Gross unrealized depreciation on portfolio investments |
$ | (53,061,752 | ) | |
Net unrealized depreciation on portfolio investments, warrants, and other assets |
$ | (31,895,797 | ) | |
Year Ended |
||||
Realized losses |
$ | (20,988,482 | ) | |
Net change in unrealized appreciation on investments |
$ | (66,262,704 | ) | |
Deferred tax expense |
$ | 16,814,056 | ||
Net realized and unrealized loss on investments |
$ | (70,437,130 | ) | |
As of |
||||
Gross unrealized appreciation on portfolio investments |
$ | 40,954,730 | ||
Gross unrealized depreciation on portfolio investments |
$ | (64,641,202 | ) | |
Net unrealized depreciation on portfolio investments, warrants, and other assets |
$ | (23,686,472 | ) | |
During the year ended December 31, 2021, we recognized net realized gains of approximately $11,753,065 from the sale of investments. Realized gains were higher compared to the Fund’s realized losses in 2020 due to the sale of investments, primarily Pivotal in 2021.
During the year ended December 31, 2021, net unrealized depreciation on total investments increased by $22,204,246. The change in net unrealized appreciation and depreciation of our private investments is based on portfolio asset valuations determined in good faith by our Board of Directors. The increase in unrealized depreciation on total investments during the year is due primarily to the decrease in value of our investments, most notably, IntraOp Medical, Wrightspeed and SVXR.
During the year ended December 31, 2020, we recognized net realized losses of approximately $7,516,642 from the sale/write-off of investments. Realized losses were lower compared to the Fund’s realized losses in 2019 due to the sale/write-off of our QMAT and Vufine positions in the 2019 year.
During the year ended December 31, 2020, net unrealized depreciation on total investments increased by $8,209,299. The change in net unrealized appreciation and depreciation of our private investments is based on portfolio asset valuations determined in good faith by our Board of Directors. The increase in unrealized depreciation on total investments during the year is due primarily to the decrease in value of our investments, most notably, Hera Systems, Pivotal and Revasum.
During the year ended December 31, 2019, we recognized net realized losses of approximately $20,988,482 from the sale/write-off of investments. Realized losses were higher compared to the Fund’s realized losses in 2018 due to the sale/write-off of our QMAT and Vufine positions.
During the year ended December 31, 2019, net unrealized appreciation on total investments decreased by $66,262,704. The change in net unrealized appreciation and depreciation of our private investments is based on portfolio asset valuations determined in good faith by our Board of Directors. The decrease in unrealized appreciation on total investments during the year is due primarily to the decrease in value of our investments, most notably, IntraOp Medical, Phunware, QMAT and Revasum.
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INCOME AND EXCISE TAXES
Beginning on June 30, 2018, we were no longer able to qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). This change in tax status resulted from the increase in the value of a single holding, Pivotal Systems Corp., which meant that we were no longer able to satisfy the diversification requirements for qualification as a RIC. As a result of this change, we will be taxed as a corporation for our fiscal year ended December 31, 2018, and will continue to be taxed in that manner for future fiscal years, paying federal and applicable state corporate taxes on our taxable income, unless and until we are able to once again qualify as a RIC, based on changes in the composition of our portfolio. Consequently, at the close of each fiscal quarter beginning with the quarter ended June 30, 2018, we will record a deferred tax liability for any net realized gains and net ordinary income for the year-to-date period plus net unrealized gains as of the end of the quarter.
NET INCREASE/(DECREASE) IN ASSETS RESULTING FROM OPERATIONS AND CHANGE IN NET ASSETS PER SHARE
For the year ended December 31, 2021, the net decrease in net assets resulting from operations (net of deferred taxes) totaled $7,387,744 and the basic and fully diluted net change in net assets per share for the year ended December 31, 2021 was $(1.07).
For the year ended December 31, 2020, the net decrease in net assets resulting from operations (net of deferred taxes) totaled $22,947,025 and the basic and fully diluted net change in net assets per share for the year ended December 31, 2020 was $(3.33).
For the year ended December 31, 2019, the net decrease in net assets resulting from operations (net of deferred taxes) totaled $64,528,568 and the basic and fully diluted net change in net assets per share for the year ended December 31, 2019 was $(8.99).
The lesser decrease in net assets resulting from operations (net of deferred taxes) for the year ended December 31, 2021 as compared to the year ended December 31, 2020, is due primarily to a greater increase in realized gains from investments, most notably Pivotal Systems.
The lesser decrease in net assets resulting from operations (net of deferred taxes) for the year ended December 31, 2020 as compared to the year ended December 31, 2019, is due primarily to a lesser decrease in the asset valuations of our holdings, which are determined in good faith by our Board of Directors.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Our liquidity and capital resources are generated primarily from sales or liquidation proceeds of our investments. In management’s view, we have sufficient liquidity and capital resources to pay our operating expenses and conduct investment activities over the next twelve months.
Our primary uses of cash are to make investments, pay our operating expenses, and make distributions to our stockholders. For the years ended December 31, 2021, 2020, and 2019, our operating expenses were $3,255,258, $3,029,435, and $4,604,022, respectively.
For the year ended December 31, 2021, our total cash reserves and liquid securities decreased approximately 74%, primarily due to the purchase of portfolio securities. We believe that our current liquid assets are sufficient to meet the Company’s short-term financing needs.
During the year ended December 31, 2021, cash and cash equivalents decreased to $616,064 at the end of the year, from $2,368,393 at the beginning of the year. The decrease in cash and cash equivalents primarily resulted from the purchase of portfolio investments in 2021.
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At December 31, 2021, we had investments in public and private securities totaling approximately $91.1 million. Also, at December 31, 2021, we had approximately $0.0 million in cash. We primarily invest cash on hand in money market treasury portfolios. We expect the portion of our portfolio consisting of cash and cash equivalents to decrease as we become fully invested.
As of December 31, 2021, net assets totaled approximately $94.8 million, with an NAV per share of $13.75. Our primary use of funds will be investments in portfolio companies and payments of fees and other operating expenses we incur. Additionally, we expect to raise additional capital to support our future growth through future equity offerings. To the extent we determine to raise additional equity through an offering of our common stock at a price below NAV, existing investors will experience dilution.
PORTFOLIO INVESTMENTS
PRIVATE INVESTMENTS
We make investments in securities of both public and private companies. December 31, 2021, we had investments in the following private companies:
EQX Capital, Inc.
EQX Capital, Inc. (“EQX”), San Francisco, California, is an equipment leasing company.
At December 31, 2021, our investment in EQX consisted of 2,300,000 shares of Series A preferred stock and 100,000 shares of common stock with an aggregate fair value of approximately $1.9 million.
Hera Systems, Inc.
Hera Systems, Inc. (“Hera”), San Jose, CA, is currently developing a constellation of micro satellites to launch into low Earth orbit with imaging and communications capabilities.
At December 31, 2021, our investment in Hera consisted of 3,642,324 shares of Series A preferred stock, 7,039,203 shares of Series B preferred stock, 2,650,000 shares of Series C preferred stock, $500,000 par value convertible note, $500,000 par value convertible note, $250,000 par value convertible note, $250,000 par value convertible note, $250,000 par value convertible note, $250,000 par value convertible note, $40,000 par value convertible note, $20,000 par value convertible note, $200,000 par value convertible note, $220,000 par value convertible note, $150,000 par value convertible note, $50,000 par value convertible note, $200,000 par value convertible note, $150,000 par value convertible note, $150,000 par value convertible note, $150,000 par value convertible note, $150,000 par value convertible note, $150,000 par value convertible note, $150,000 par value convertible note, $150,000 par value convertible note, $150,000 par value convertible note, $150,000 par value convertible note, $150,000 par value convertible note, and 24,414,922 shares of Series B warrants with an aggregate fair value of approximately $5.5 million.
IntraOp Medical Corp.
IntraOp Medical Corporation (“IntraOp”), Sunnyvale, California, manufactures and markets the Mobetron, a medical device for delivering Intra Operative Electron Radiation Therapy to cancer patients.
At December 31, 2021, our investment in IntraOp consisted of 26,856,187 shares of Series C preferred stock, $3,000,000 par value term note, $2,000,000 par value term note, $1,300,000 par value convertible note, $500,000 par value convertible note, $500,000 par value convertible note, $500,000 par value convertible note, $500,000 par value convertible note, $1,000,000 par value convertible note, $400,000 par value convertible note, $750,000 par value convertible note, $1,000,000 par value convertible note, $1,000,000 par value convertible note, $500,000 par value convertible note, $500,000 par value convertible note, $500,000 par value convertible note, $500,000 par value convertible note, $500,000 par value convertible note, $500,000 par value convertible note, and a $10,961,129 par value convertible note with a combined aggregate fair value of approximately $27.1 million.
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Kyma, Inc.
Kyma, Inc. (“Kyma”), Raleigh, NC, is a supplier of high-quality gallium nitride-based wafers to semiconductor device manufacturers in the electronics and optical markets.
At December 31, 2021, our investment in Kyma consisted of a $100,000 par value convertible note with a combined fair value of approximately $100 thousand.
Lyncean Technologies, Inc.
Lyncean Technologies, Inc. (“Lyncean”), Fremont, CA, is a developer X-ray and extreme ultraviolet (EUV) light sources for laboratory and commercial use.
At December 31, 2021, our investment in Lyncean consisted of 869,792 shares of Series B preferred stock with a combined fair value of approximately $280 thousand.
Silicon Genesis Corp.
Silicon Genesis Corporation (“SiGen”), San Jose, CA, provides engineered substrate process technology for the semiconductor, display, optoelectronics, and solar markets.
At December 31, 2021, our investments in SiGen consisted of 82,914 shares of Series 1-C preferred stock, 850,830 shares of Series 1-D preferred stock, 5,704,480 shares of Series 1-E preferred stock, 912,453 shares of Series 1-F preferred stock, 48,370,793 shares of Series 1-G preferred stock, 837,942 shares of Series 1-H preferred stock, 921,892 shares of common stock, and warrants for 37,982 shares of common stock with a combined fair value of approximately $1.1 million.
SVXR, Inc.
SVXR, Inc. (“SVXR”), San Jose, California, is an X-ray inspection tool manufacturer whose products are used for inline product monitoring, defect detection, and metrology.
At December 31, 2021, our investment in SVXR consisted of 8,219,454 shares of Series A preferred stock with a combined fair value of approximately $0.
UCT Coatings, Inc.
UCT Coatings, Inc. (“UCT”), Stuart, Florida, is a leader in the development of metal coatings that reduce friction and improve efficiency in mechanical systems.
At December 31, 2021, our investments in UCT consisted of 1,500,000 shares of common stock with a combined fair value of approximately $614 thousand.
Wrightspeed, Inc.
Wrightspeed, Inc. (“Wrightspeed”), San Jose, California, is a supplier of electric drivetrains for heavy-duty commercial vehicles.
At December 31, 2021, our investments in Wrightspeed consisted of 69,102 shares of common stock, 60,733,693 shares of Series AA preferred stock, warrants to purchase 609,756 shares of Series AA preferred stock, $750,000 par value convertible note, $400,000 par value convertible note, $900,000 par value convertible note, $1,050,000 par value convertible note, $400,000 par value convertible note, $375,000 par value convertible note, $2,000,000 par value convertible note, $1,400,000 par value convertible note, $1,200,000 par value convertible note, $700,000 par value convertible note, $300,000 par value convertible note, $1,000,000 par value convertible note, $1,000,000 par value convertible note, $1,000,000 par value convertible note, $1,000,000 par value convertible note, $1,000,000 par value convertible note, $1,000,000 par value convertible note, $1,000,000 par value convertible note, and a $4,929,015 par value convertible note with a combined fair value of approximately $23.2 million.
35
PUBLIC INVESTMENTS
At December 31, 2021, we had investments in the following public securities:
Pivotal Systems Corp.
Pivotal Systems, Corporation (“Pivotal Systems”), Fremont, California, provides monitoring and process control technologies for the semiconductor manufacturing industry.
At December 31, 2021, our investment in Pivotal Systems consisted of 14,589,506 shares of CDIs with a combined fair value of approximately $9.3 million.
Revasum, Inc.
Revasum, (“Revasum”), San Luis Obispo, California, designs CMP and grinding technology for the semiconductor equipment industry.
At December 31, 2021, our investment in Revasum consisted of 46,834,340 shares of CDIs with an aggregate fair value of approximately $21.5 million
Fidelity Investments Money Market Treasury Portfolio - Class I
Fidelity Investments Money Market Treasury Portfolio - Class I (“Money Market”) is a money market portfolio that invests primarily in U.S. treasury securities.
At December 31, 2021, our investment in Money Market consisted of 629,653 shares of the money market fund with a market value of approximately $630 thousand.
DISTRIBUTION POLICY
Our board of directors will determine the timing and amount, if any, of our distributions. For each year in which the Fund has qualified as a RIC, we intend to pay distributions on an annual basis out of assets legally available therefore. In order to qualify as a RIC and to avoid corporate-level tax on our income, we must distribute to our stockholders at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, on an annual basis. In addition, we also intend to distribute any realized net capital gains (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) at least annually.
CONTRACTUAL OBLIGATIONS
The Fund does not have any Contractual Obligations that meet the requirements for disclosure under Item 303 of Regulation S-K.
OFF-BALANCE SHEET ARRANGEMENTS
The Fund does not have any Off-Balance Sheet Arrangements.
CRITICAL ACCOUNTING POLICIES
This discussion of our financial condition and results of operations is based upon our financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. The preparation of these financial statements will require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. In addition to the discussion below, we will describe our critical accounting policies in the notes to our future financial statements.
Valuation of Portfolio Investments
As a business development company, we generally invest in illiquid equity and equity derivatives of securities of venture capital stage technology companies. Under written procedures established by our board of directors, securities traded on stock exchanges, or quoted by NASDAQ, are valued according to the NASDAQ Stock Market, Inc. (“NASDAQ”)
36
official closing price, if applicable, or at their last reported sale price as of the close of trading on the New York Stock Exchange (“NYSE”) (normally 4:00 P.M. Eastern Time). If a security is not traded that day, the security will be valued at its most recent bid price. Securities traded in the over-the-counter market, but not quoted by NASDAQ, are valued at the last sale price (or, if the last sale price is not readily available, at the most recent closing bid price as quoted by brokers that make markets in the securities) at the close of trading on the NYSE. Securities traded both in the over-the-counter market and on a stock exchange are valued according to the broadest and most representative market. We obtain these market values from an independent pricing service or at the mean between the bid and ask prices obtained from at least two brokers or dealers (if available, otherwise by a principal market maker or a primary market dealer). In addition, a large percentage of our portfolio investments are in the form of securities that are not publicly traded. The fair value of securities and other investments that are not publicly traded may not be readily determinable. We value these securities quarterly at fair value as determined in good faith by our board of directors. Our board of directors may use the services of a nationally recognized independent valuation firm to aid it in determining the fair value of these securities. The methods for valuing these securities may include: fundamental analysis (sales, income, or earnings multiples, etc.), discounts from market prices of similar securities, purchase price of securities, subsequent private transactions in the security or related securities, or discounts applied to the nature and duration of restrictions on the disposition of the securities, as well as a combination of these and other factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time, and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. Our net asset value could be adversely affected if our determinations regarding the fair value of our investments were materially higher than the values that we ultimately realize upon the disposal of such securities.
Revenue Recognition
We record interest income on an accrual basis and dividend income on the ex-dividend date to the extent that we expect to collect such amounts. We do not accrue as a receivable interest on loans and debt securities if we have reason to doubt our ability to collect such interest. Loan origination fees, original issue discount, and market discount are capitalized, and we amortize any such amounts as interest income. Upon the prepayment of a loan or debt security, any unamortized loan origination is recorded as interest income. We will record prepayment premiums on loans and debt securities as interest income when we receive such amounts.
Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation
We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
Recently Issued Accounting Standards
From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by us as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial statements upon effectiveness.
Inflation
Inflation has not had a significant effect on our results of operations in any of the reporting periods presented herein. However, our portfolio companies have experienced, and may in the future experience, the impacts of inflation on their operating results.
SUBSEQUENT EVENTS
Subsequent to the close of the year on December 31, 2021, and through the date of the issuance of the financial statements included herein, a number of material events related to our portfolio of investments occurred, consisting primarily of purchased and sold securities. Since that date, we have purchased private securities with an aggregate cost of approximately $150 thousand and sold public securities with an approximate aggregate value of 138 thousand.
37
Item 7A. Quantitative And Qualitative Disclosures About Market Risk.
The Fund’s business activities contain elements of risk. We consider the principal types of market risk to be valuation risk and small company investment risk.
VALUATION RISK
Value, as defined in Section 2(a)(41) of the 1940 Act, is (i) the market price for those securities for which market quotations are readily available and (ii) fair value as determined in good faith by, or under the direction of, the Board of Directors for all other assets.
Because there is typically no public market for our interests in the small privately-held companies in which we invest, the valuation of the securities in that portion of our portfolio is determined in good faith by our Board of Directors with the assistance of our Valuation Committee, comprised of the independent members of our Board of Directors, in accordance with our Valuation Procedures. In addition, the Board of Directors may use the services of a nationally recognized independent valuation firm to aid it in determining the fair value of some of these securities. In the absence of a readily ascertainable market value, the determined value of our portfolio of securities may differ significantly from the values that would be placed on the portfolio if a ready market for such securities existed. Determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment, although our valuation policy is intended to provide a consistent basis for determining fair value of the portfolio investments. The methods for valuing these securities may include: fundamental analysis (sales, income, or earnings multiples, etc.), discounts from market prices of similar securities, purchase price of securities, subsequent private transactions in the security or related securities, or discounts applied to the nature and duration of restrictions on the disposition of the securities, as well as a combination of these and other factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time, and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed.
Furthermore, changes in valuation of any of our investments in privately-held companies from one period to another may be volatile.
Investments in privately held, immature companies are inherently more volatile than investments in more mature businesses. Such immature businesses are inherently fragile and easily affected by both internal and external forces.
Our portfolio companies can lose much or all of their value suddenly in response to an internal or external adverse event. Conversely, these immature businesses can gain suddenly in value in response to an internal or external positive development.
The values assigned to our assets are based on available information and do not necessarily represent amounts that might ultimately be realized, as these amounts depend on future circumstances and cannot be reasonably determined until the individual investments are actually liquidated or become readily marketable. Upon sale of investments, the values that are ultimately realized may be different from what is presently estimated. This difference could be material.
PRIVATELY PLACED SMALL COMPANIES RISK
The Fund invests in small companies, and its investments in these companies are considered speculative in nature. The Fund’s investments often include securities that are subject to legal or contractual restrictions on resale that adversely affect the liquidity and marketability of such securities. As a result, the Fund is subject to risk of loss which may prevent our shareholders from achieving price appreciation, dividend distributions and return of capital.
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WE MAY HOLD A PORTION OF OUR ASSETS IN CASH
As of December 31, 2021, we do not have a significant portion of the Fund’s assets invested in cash and/or cash equivalents. We may, however, from time to time hold a substantial portion of our assets in cash and/or cash equivalents, which are expected to earn low yields. Given the current low interest rate environment, to the extent the management fee and other operating expenses exceed interest income on the cash holdings of the Fund, the Fund may experience losses. Furthermore, the investment advisory fee payable by us will not be reduced while our assets are invested in cash-equivalent securities.
In some cases, particularly for primary transactions, it is to our advantage to hold sufficient cash reserve so that we can make additional subsequent investments in these companies in order to (a) avoid having our earlier investments become diluted in future dilutive financings, (b) invest additional capital into existing portfolio companies in case additional investments are necessary, and/or (c) exercise warrants, options, or convertible securities that were acquired as part of the earlier transactions. For this reason, in the case of primary transactions (as opposed to secondary transactions where we do not buy the securities from the issuing companies but instead from existing stockholders), we typically reserve cash in an amount at least equal to our initial investment for such follow-on opportunities. Cash reserves held with respect to a particular investment should, therefore, decline as it is held longer, and will typically not be needed once that portfolio company becomes public or we determine it is no longer in our best interest to make investments in such portfolio company.
We may from time to time liquidate various investments. We are required to distribute substantially all of our net realized gains to stockholders on an annual basis and, therefore, will generally hold the proceeds of liquidated investments in cash pending its distribution.
39
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS
of Firsthand Technology Value Fund, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of assets and liabilities of Firsthand Technology Value Fund, Inc. (the “Company”), including the consolidated schedules of investments, as of December 31, 2021 and 2020, and the related consolidated statements of operations, changes in net assets, and cash flows for each of the years in the three-year period ended December 31, 2021, and the consolidated financial highlights for each of the years in the five-year period ended December 31, 2021, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, the results of its operations, the changes in its net assets, and its cash flows for each of the years in the three-year period ended December 31, 2021, and the financial highlights for each of the years in the five-year period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 18, 2022 expressed an unqualified opinion.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the 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 have served as the Company’s auditor since 1997.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated financial statements. Our procedures included confirmation of securities owned as of December 31, 2021 by correspondence with the custodian and portfolio companies. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole, and we are not by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
As discussed in Note 6, level 3 investments were valued at $59,744,294 which represented 63% of the Company’s net assets as of December 31, 2021. As part of the valuation process, the Board of Directors and the Audit Committee of the Board of Directors review the valuation models and assumptions prepared by an independent third-party valuation firm. The Company’s level 3 investments are valued using acceptable industry methods including a market approach, an income approach, a cost approach, or a combination of such approaches. The market approach uses prices and other
40
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS
of Firsthand Technology Value Fund, Inc.
Page Two
relevant information generated by market transactions. The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) discounted to a single present value amount. The cost approach uses the Company’s cost basis of the investment. In following these approaches, the types of factors that management may take into account in fair value pricing investments include observable market inputs together with significant unobservable inputs, including relevant comparable company multiples, discount rates, volatility and recent transactions.
The principal consideration for our determination that performing procedures relating to the valuation of level 3 investments is a critical audit matter are there was significant judgement by management to determine the fair value of these level 3 investments, which included significant unobservable inputs as described above. This in turn led to a high degree of auditor judgement, subjectivity, and effort in performing audit procedures and evaluating the audit evidence obtained related to the unobservable inputs.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included testing the effectiveness of controls relating to the valuation of level 3 investments and testing the completeness, accuracy, reliability, and relevance of key data used in the valuation models and testing the computation of these level 3 investments based on the inputs used.
TAIT, WELLER & BAKER LLP
Philadelphia, Pennsylvania
March 18, 2022
41
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS
Firsthand Technology Value Fund, Inc.
San Jose, California
Opinion on Internal Control Over Financial Reporting
We have audited Firsthand Technology Value Fund, Inc.’s (the Company’s) internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the criteria established in Internal Control—Integrated Framework (2013) issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of assets and liabilities, including the consolidated schedules of investments, as of December 31, 2021 and 2020, and the related consolidated statements of operations, changes in net assets, and cash flows for each of the years in the three-year period ended December 31, 2021, and the consolidated financial highlights for each of the years in the five-year period ended December 31, 2021, and the related notes (collectively referred to as the consolidated financial statements) of the Company, and our report dated March 18, 2022 expressed an unqualified opinion.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
42
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS
Firsthand Technology Value Fund, Inc.
Page Two
Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.
TAIT, WELLER & BAKER LLP
Philadelphia, Pennsylvania
March 18, 2022
43
Item 8. Financial Statements and Supplementary Data
Firsthand Technology Value Fund, Inc.
Consolidated Statements of Assets and Liabilities
AS OF |
AS OF |
|||||||
ASSETS |
||||||||
Investment securities: |
||||||||
Unaffiliated investments at acquisition cost |
$ | 1,729,653 | * | $ | 3,468,393 | * | ||
Affiliated investments at acquisition cost |
4,744,427 | 4,744,427 | ||||||
Controlled investments at acquisition cost |
138,754,479 | 125,755,796 | ||||||
Total acquisition cost |
$ | 145,228,559 | $ | 133,968,616 | ||||
Unaffiliated investments at market value |
$ | 1,009,813 | * | $ | 3,299,827 | * | ||
Affiliated investments at market value |
613,650 | 6,451,878 | ||||||
Controlled investments at market value |
89,505,079 | 92,321,114 | ||||||
Total market value ** (Note 6) |
91,128,542 | 102,072,819 | ||||||
Foreign currency at value (cost $0 and $703) |
— | 729 | ||||||
Receivable from dividends and interest |
11,485,642 | 5,728,598 | ||||||
Other assets |
64,066 | 25,715 | ||||||
Total Assets |
102,678,250 | 107,827,861 | ||||||
LIABILITIES |
||||||||
Due to Custodian |
13,589 | — | ||||||
Payable to affiliates (Note 4) |
7,702,914 | 5,450,699 | ||||||
Consulting fee payable |
26,000 | 26,000 | ||||||
Accrued expenses and other payables |
181,123 | 208,794 | ||||||
Total Liabilities |
7,923,626 | 5,685,493 | ||||||
NET ASSETS |
$ | 94,754,624 | $ | 102,142,368 | ||||
Net Assets consist of: |
||||||||
Common Stock, par value $0.001 per share 100,000,000 shares authorized |
$ | 6,893 | $ | 6,893 | ||||
Paid-in-capital |
176,770,722 | 176,770,722 | ||||||
Total distributable earnings (loss) |
(82,022,991 | ) | (74,635,247 | ) | ||||
NET ASSETS |
$ | 94,754,624 | $ | 102,142,368 | ||||
Shares of Common Stock outstanding |
7,016,432 | 7,016,432 | ||||||
Shares of Treasury Stock outstanding |
(123,376 | ) | (123,376 | ) | ||||
Total Shares of Common Stock outstanding |
6,893,056 | 6,893,056 | ||||||
Net asset value per share (Note 2) |
$ | 13.75 | $ | 14.82 | ||||
|
* |
Includes Fidelity Investment Money Market Treasury Portfolio - Class I, which invests primarily in U.S. Treasury securities. The yields as of 12/31/21 and 12/31/20 were 0.01% and 0.01%, respectively. Please see https://fundresearch.fidelity.com/ mutual-funds/summary/316175504 for additional information. |
|
** |
Includes warrants whose primary risk exposure is equity contracts. |
See accompanying notes to financial statements
44
Firsthand Technology Value Fund, Inc.
Consolidated Schedule of Investments
DECEMBER 31, 2021
PORTFOLIO |
TYPE OF INVESTMENT |
ACQUISITION DATE |
SHARES/PAR |
COST BASIS |
VALUE |
||||||||||||
EQX CAPITAL, INC. |
Common Stock *(1)(2)(4) |
6/10/2016 | 100,000 | $ | 20,000 | $ | 31,490 | ||||||||||
(2.0%) Equipment Leasing |
Preferred Stock - Series A *(1)(2)(4) |
6/10/16 - 11/7/16 | 2,300,000 | 2,300,000 | 1,898,420 | ||||||||||||
| 1,929,910 | |||||||||||||||||
HERA SYSTEMS, INC. (5.8%) Aerospace |
Convertible Promissory Note Matures December 2022 Interest Rate 10% (1)(2)(4) |
5/31/2018 | 500,000 | 500,000 | 500,000 | ||||||||||||
Convertible Promissory Note Matures December 2022 Interest Rate 10% (1)(2)(4) |
1/19/2018 | 500,000 | 500,000 | 500,000 | |||||||||||||
Convertible Promissory Note Matures December 2022 Interest Rate 10% (1)(2)(4) |
3/23/2020 | 250,000 | 250,000 | 250,000 | |||||||||||||
Convertible Promissory Note Matures December 2022 Interest Rate 10% (1)(2)(4) |
6/26/2020 | 200,000 | 200,000 | 200,000 | |||||||||||||
Convertible Promissory Note Matures December 2022 Interest Rate 10% (1)(2)(4) |
4/29/2020 | 40,000 | 40,000 | 40,000 | |||||||||||||
Convertible Promissory Note Matures December 2022 Interest Rate 10% (1)(2)(4) |
5/29/2020 | 20,000 | 20,000 | 20,000 | |||||||||||||
Convertible Promissory Note Matures December 2022 Interest Rate 10% (1)(2)(4) |
8/6/2020 | 220,000 | 220,000 | 220,000 | |||||||||||||
Convertible Promissory Note Matures December 2022 Interest Rate 10% (1)(2)(4) |
9/10/2020 | 150,000 | 150,000 | 150,000 | |||||||||||||
Convertible Promissory Note Matures December 2022 Interest Rate 10% (1)(2)(4) |
10/8/2020 | 250,000 | 250,000 | 250,000 | |||||||||||||
Convertible Promissory Note Matures December 2022 Interest Rate 10% (1)(2)(4) |
11/17/2020 | 250,000 | 250,000 | 250,000 | |||||||||||||
Convertible Promissory Note Matures December 2022 Interest Rate 10% (1)(2)(4) |
12/21/2020 | 250,000 | 250,000 | 250,000 | |||||||||||||
See accompanying notes to financial statements
45
Firsthand Technology Value Fund, Inc.
Consolidated Schedule of Investments - continued
DECEMBER 31, 2021
PORTFOLIO |
TYPE OF INVESTMENT |
ACQUISITION DATE |
SHARES/PAR |
COST BASIS |
VALUE |
||||||||||||
HERA SYSTEMS, INC. (continued) |
Convertible Promissory Note Matures December 2022 Interest Rate 10% (1)(2)(4) |
1/26/2021 | 50,000 | $ | 50,000 | $ | 50,000 | ||||||||||
Convertible Promissory Note Matures December 2022 Interest Rate 10% (1)(2)(4) |
2/16/2021 | 150,000 | 150,000 | 150,000 | |||||||||||||
Convertible Promissory Note Matures December 2022 Interest Rate 10% (1)(2)(4) |
3/25/2021 | 150,000 | 150,000 | 150,000 | |||||||||||||
Convertible Promissory Note Matures December 2022 Interest Rate 10% (1)(2)(4) |
4/27/2021 | 150,000 | 150,000 | 150,000 | |||||||||||||
Convertible Promissory Note Matures December 2022 Interest Rate 10% (1)(2)(4) |
5/24/2021 | 150,000 | 150,000 | 150,000 | |||||||||||||
Convertible Promissory Note Matures December 2022 Interest Rate 10% (1)(2)(4) |
6/29/2021 | 200,000 | 200,000 | 200,000 | |||||||||||||
Convertible Promissory Note Matures December 2022 Interest Rate 10% (1)(2)(4) |
7/26/2021 | 150,000 | 150,000 | 150,000 | |||||||||||||
Convertible Promissory Note Matures December 2022 Interest Rate 10% (1)(2)(4) |
8/26/2021 | 150,000 | 150,000 | 150,000 | |||||||||||||
Convertible Promissory Note Matures December 2022 Interest Rate 10% (1)(2)(4) |
10/5/2021 | 150,000 | 150,000 | 150,000 | |||||||||||||
Convertible Promissory Note Matures December 2022 Interest Rate 10% (1)(2)(4) |
10/22/2021 | 150,000 | 150,000 | 150,000 | |||||||||||||
Convertible Promissory Note Matures December 2022 Interest Rate 10% (1)(2)(4) |
11/29/2021 | 150,000 | 150,000 | 150,000 | |||||||||||||
Convertible Promissory Note Matures December 2022 Interest Rate 10% (1)(2)(4) |
12/28/2021 | 150,000 | 150,000 | 150,000 | |||||||||||||
Preferred Stock - Series A *(1)(2)(4) |
9/18/2015 | 3,642,324 | 2,000,000 | 8,377 | |||||||||||||
See accompanying notes to financial statements
46
Firsthand Technology Value Fund, Inc.
Consolidated Schedule of Investments - continued
DECEMBER 31, 2021
PORTFOLIO |
TYPE OF INVESTMENT |
ACQUISITION DATE |
SHARES/PAR |
COST BASIS |
VALUE |
||||||||||||
HERA SYSTEMS, INC. (continued) |
Preferred Stock - Series B *(1)(2)(4) |
8/7/17 - 2/1/19 | 7,039,203 | $ | 6,587,102 | $ | 229,478 | ||||||||||
Preferred Stock - Series C *(1)(2)(4) |
8/7/19-2/12/20 | 2,650,000 | 2,650,000 | 86,390 | |||||||||||||
Preferred Stock Warrants - Series B *(1)(2)(4) |
7/9/18 - 9/4/18 | 12,250,000 | 0 | 398,738 | |||||||||||||
Preferred Stock Warrants - Series B *(1)(2)(4) |
2/1/2019 | 5,250,000 | 0 | 170,888 | |||||||||||||
Preferred Stock Warrants - Series B *(1)(2)(4) |
8/7/2017 | 6,214,922 | 0 | 202,296 | |||||||||||||
Preferred Stock Warrants - Series B *(1)(2)(4) |
9/28/2017 | 700,000 | 0 | 22,785 | |||||||||||||
| 5,498,952 | |||||||||||||||||
INTRAOP MEDICAL CORP. (28.6%) Medical Devices |
Convertible Note Matures December 2022 Interest Rate 15% (1)(2)(4) |
12/31/2018 | 10,961,129 | 10,961,129 | 10,961,129 | ||||||||||||
Convertible Note Matures December 2022 Interest Rate 15% (1)(2)(4) |
7/12/2019 | 1,300,000 | 1,300,000 | 1,300,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 15% (1)(2)(4) |
10/11/2019 | 500,000 | 500,000 | 500,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 15% (1)(2)(4) |
10/29/2019 | 500,000 | 500,000 | 500,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 15% (1)(2)(4) |
2/27/2020 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 15% (1)(2)(4) |
3/25/2020 | 500,000 | 500,000 | 500,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 15% (1)(2)(4) |
5/8/2020 | 400,000 | 400,000 | 400,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 15% (1)(2)(4) |
7/31/2020 | 500,000 | 500,000 | 500,000 | |||||||||||||
See accompanying notes to financial statements
47
Firsthand Technology Value Fund, Inc.
Consolidated Schedule of Investments - continued
DECEMBER 31, 2021
PORTFOLIO |
TYPE OF INVESTMENT |
ACQUISITION DATE |
SHARES/PAR |
COST BASIS |
VALUE |
||||||||||||
INTRAOP MEDICAL CORP. (continued) |
Convertible Note Matures December 2022 Interest Rate 15% (1)(2)(4) |
8/28/2020 | 750,000 | $ | 750,000 | $ | 750,000 | ||||||||||
Convertible Note Matures December 2022 Interest Rate 15% (1)(2)(4) |
4/20/2021 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 15% (1)(2)(4) |
6/10/2021 | 500,000 | 500,000 | 500,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 15% (1)(2)(4) |
7/16/2021 | 500,000 | 500,000 | 500,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 15% (1)(2)(4) |
9/22/2021 | 500,000 | 500,000 | 500,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 15% (1)(2)(4) |
10/6/2021 | 500,000 | 500,000 | 500,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 15% (1)(2)(4) |
10/22/2021 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 15% (1)(2)(4) |
11/12/2021 | 500,000 | 500,000 | 500,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 15% (1)(2)(4) |
11/29/2021 | 500,000 | 500,000 | 500,000 | |||||||||||||
Preferred Stock - Series C *(1)(2)(4) |
7/12/2013 | 26,856,187 | 26,299,938 | 670,062 | |||||||||||||
Term Note Matures December 2021 Interest Rate 8% (1)(2)(4) |
2/28/2014 | 3,000,000 | 3,000,000 | 3,000,000 | |||||||||||||
Term Note Matures December 2021 Interest Rate 8% (1)(2)(4) |
2/10/2017 | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||||||
| 27,081,191 | |||||||||||||||||
See accompanying notes to financial statements
48
Firsthand Technology Value Fund, Inc.
Consolidated Schedule of Investments - continued
DECEMBER 31, 2021
PORTFOLIO |
TYPE OF INVESTMENT |
ACQUISITION DATE |
SHARES/PAR |
COST BASIS |
VALUE |
||||||||||||
KYMA, INC. (0.1%) Advanced Materials |
Convertible Note Matures March 2022 Interest Rate 10% (1)(4) |
3/11/2019 | 100,000 | $ | 100,000 | $ | 100,000 | ||||||||||
LYNCEAN TECHNOLOGIES, INC. (0.3%) |
Preferred Stock - Series B *(1)(4) |
7/3/2018 | 869,792 | 1,000,000 | 280,160 | ||||||||||||
Semiconductor Equipment |
|||||||||||||||||
PIVOTAL SYSTEMS CORP. (9.8%) |
CDIs *(2) |
11/28/12 - 9/2/16 | 14,589,506 | 9,873 | 9,287,771 | ||||||||||||
Semiconductor Equipment |
|||||||||||||||||
REVASUM, INC. (22.7%) |
CDIs *(2) |
11/14/16 - 11/30/18 | 46,834,340 | 13,512,263 | 21,466,824 | ||||||||||||
Semiconductor Equipment |
|||||||||||||||||
SILICON GENESIS CORP. (1.1%) |
Preferred Stock - Series 1-E *(1)(2)(4) |
4/18/2011 | 5,704,480 | 2,372,403 | 453,506 | ||||||||||||
Intellectual Property |
Preferred Stock - Series 1-C *(1)(2)(4) |
4/18/2011 | 82,914 | 109,518 | 1,990 | ||||||||||||
Preferred Stock - Series 1-D *(1)(2)(4) |
4/18/2011 | 850,830 | 431,901 | 5,275 | |||||||||||||
Common Stock *(1)(2)(4) |
4/18/11 - 6/12/12 | 921,892 | 169,045 | 277 | |||||||||||||
Common Stock Warrants *(1)(2)(4) |
4/18/2011 | 37,982 | 6,678 | 3 | |||||||||||||
Preferred Stock - Series 1-F *(1)(2)(4) |
4/18/2011 | 912,453 | 456,389 | 100,187 | |||||||||||||
Preferred Stock - Series 1-G *(1)(2)(4) |
3/10/2016 | 48,370,793 | 3,880,592 | 439,207 | |||||||||||||
Preferred Stock - Series 1-H *(1)(2)(4) |
3/10/2016 | 837,942 | 936,895 | 50,277 | |||||||||||||
| 1,050,722 | |||||||||||||||||
See accompanying notes to financial statements
49
Firsthand Technology Value Fund, Inc.
Consolidated Schedule of Investments - continued
DECEMBER 31, 2021
PORTFOLIO |
TYPE OF INVESTMENT |
ACQUISITION DATE |
SHARES/PAR |
COST BASIS |
VALUE |
||||||||||||
SVXR, INC. (0.0%) |
Preferred Stock - Series A *(1)(3)(4) |
1/11/17 - 8/29/18 | 8,219,454 | $ | 4,082,192 | $ | 0 | ||||||||||
Semiconductor Equipment |
|||||||||||||||||
UCT COATINGS, INC. (0.6%) |
Common Stock *(1)(3)(4) |
4/18/2011 | 1,500,000 | 662,235 | 613,650 | ||||||||||||
Advanced Materials |
|||||||||||||||||
WRIGHTSPEED, INC. (24.5%) |
Common Stock *(1)(2)(4) |
4/11/13 - 5/6/19 | 69,102 | 7,460,851 | 1,126 | ||||||||||||
Automotive |
Convertible Note Matures December 2022 Interest Rate 12% (1)(2)(4) |
6/7/2019 | 4,929,015 | 4,929,015 | 4,929,015 | ||||||||||||
Convertible Note Matures December 2022 Interest Rate 12% (1)(2)(4) |
8/12/2020 | 750,000 | 750,000 | 750,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 12% (1)(2)(4) |
9/10/2020 | 900,000 | 900,000 | 900,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 12% (1)(2)(4) |
10/13/2020 | 1,050,000 | 1,050,000 | 1,050,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 12% (1)(2)(4) |
11/11/2020 | 400,000 | 400,000 | 400,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 12% (1)(2)(4) |
11/24/2020 | 375,000 | 375,000 | 375,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 12% (1)(2)(4) |
12/11/2020 | 400,000 | 400,000 | 400,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 12% (1)(2)(4) |
12/23/2020 | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 12% (1)(2)(4) |
2/23/2021 | 1,400,000 | 1,400,000 | 1,400,000 | |||||||||||||
See accompanying notes to financial statements
50
Firsthand Technology Value Fund, Inc.
Consolidated Schedule of Investments - continued
DECEMBER 31, 2021
PORTFOLIO |
TYPE OF INVESTMENT |
ACQUISITION DATE |
SHARES/PAR |
COST BASIS |
VALUE |
||||||||||||
WRIGHTSPEED, INC. (continued) |
Convertible Note Matures December 2022 Interest Rate 12% (1)(2)(4) |
4/12/2021 | 1,200,000 | $ | 1,200,000 | $ | 1,200,000 | ||||||||||
Convertible Note Matures December 2022 Interest Rate 12% (1)(2)(4) |
5/18/2021 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 12% (1)(2)(4) |
6/22/2021 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 12% (1)(2)(4) |
7/26/2021 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 12% (1)(2)(4) |
8/19/2021 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 12% (1)(2)(4) |
9/22/2021 | 300,000 | 300,000 | 300,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 12% (1)(2)(4) |
10/5/2021 | 700,000 | 700,000 | 700,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 12% (1)(2)(4) |
10/20/2021 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 12% (1)(2)(4) |
11/23/2021 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||
Convertible Note Matures December 2022 Interest Rate 12% (1)(2)(4) |
12/28/2021 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||
Preferred Stock - Series AA *(1)(2)(4) |
6/7/2019 - 7/20/2020 | 60,733,693 | 17,355,887 | 1,777,068 | |||||||||||||
Preferred Stock Warrants - Series AA *(1)(2)(4) |
6/7/2019 | 609,756 | 0 | 7,500 | |||||||||||||
| 23,189,709 | |||||||||||||||||
See accompanying notes to financial statements
51
Firsthand Technology Value Fund, Inc.
Consolidated Schedule of Investments - continued
DECEMBER 31, 2021
PORTFOLIO |
TYPE OF INVESTMENT |
ACQUISITION DATE |
SHARES/PAR |
COST BASIS |
VALUE |
||||||||||||
INVESTMENT COMPANY (0.7%) |
Fidelity Investments Money Market Treasury Portfolio - Class I (5) |
Various | 629,653 | $ | 629,653 | $ | 629,653 | ||||||||||
TOTAL INVESTMENTS (Cost $145,228,559) — 96.2% |
$ | 91,128,542 | |||||||||||||||
OTHER ASSETS IN EXCESS OF LIABILITIES — 3.8% |
3,626,082 | ||||||||||||||||
NET ASSETS — 100.0% |
$ | 94,754,624 | |||||||||||||||
|
* |
Non-income producing security. |
|
CDI |
CHESS Depositary Interests |
|
(1) |
Restricted security. Fair Value is determined by or under the direction of the Company’s Board of Directors (See note 3). At December 31, 2021, we held $59,744,294 (or 63.1% of net assets) in restricted securities (see Note 2). |
|
(2) |
Controlled investments. |
|
(3) |
Affiliated issuer. |
|
(4) |
Fair Value Level 3 security. |
|
(5) |
The Fidelity Investments Money Market Portfolio invests primarily in U.S. Treasury securities. |
See accompanying notes to financial statements
52
Firsthand Technology Value Fund, Inc.
Consolidated Schedule of Investments
DECEMBER 31, 2020
PORTFOLIO |
TYPE OF INVESTMENT |
ACQUISITION DATE |
SHARES/PAR |
COST BASIS |
VALUE |
||||||||||||
EQX CAPITAL, INC. |
Common Stock *(1)(2)(4) |
6/10/2016 | 100,000 | $ | 20,000 | $ | 27,440 | ||||||||||
(2.2%) Equipment Leasing |
Preferred Stock - Series A *(1)(2)(4) |
6/10/2016 | 2,800,000 | 2,800,000 | 2,177,560 | ||||||||||||
| 2,205,000 | |||||||||||||||||
HERA SYSTEMS, INC. (3.5%) Aerospace |
Convertible Promissory Note Matures December 2021 Interest Rate 10% (1)(2)(4) |
5/31/2018 | 500,000 | 500,000 | 500,000 | ||||||||||||
Convertible Promissory Note Matures December 2021 Interest Rate 10% (1)(2)(4) |
1/19/2018 | 500,000 | 500,000 | 500,000 | |||||||||||||
Convertible Promissory Note Matures December 2021 Interest Rate 10% (1)(2)(4) |
3/23/2020 | 250,000 | 250,000 | 250,000 | |||||||||||||
Convertible Promissory Note Matures December 2021 Interest Rate 10% (1)(2)(4) |
6/26/2020 | 200,000 | 200,000 | 200,000 | |||||||||||||
Convertible Promissory Note Matures December 2021 Interest Rate 10% (1)(2)(4) |
4/29/2020 | 40,000 | 40,000 | 40,000 | |||||||||||||
Convertible Promissory Note Matures December 2021 Interest Rate 10% (1)(2)(4) |
5/29/2020 | 20,000 | 20,000 | 20,000 | |||||||||||||
Convertible Promissory Note Matures December 2021 Interest Rate 10% (1)(2)(4) |
8/6/2020 | 220,000 | 220,000 | 220,000 | |||||||||||||
Convertible Promissory Note Matures December 2021 Interest Rate 10% (1)(2)(4) |
9/10/2020 | 150,000 | 150,000 | 150,000 | |||||||||||||
Convertible Promissory Note Matures December 2021 Interest Rate 10% (1)(2)(4) |
10/8/2020 | 250,000 | 250,000 | 250,000 | |||||||||||||
Convertible Promissory Note Matures December 2021 Interest Rate 10% (1)(2)(4) |
11/17/2020 | 250,000 | 250,000 | 250,000 | |||||||||||||
Convertible Promissory Note Matures December 2021 Interest Rate 10% (1)(2)(4) |
12/21/2020 | 250,000 | 250,000 | 250,000 | |||||||||||||
See accompanying notes to financial statements
53
Firsthand Technology Value Fund, Inc.
Consolidated Schedule of Investments - continued
DECEMBER 31, 2020
PORTFOLIO |
TYPE OF INVESTMENT |
ACQUISITION DATE |
SHARES/PAR |
COST BASIS |
VALUE |
||||||||||||
HERA SYSTEMS, INC. (continued) |
Preferred Stock - Series A *(1)(2)(4) |
9/18/2015 | 3,642,324 | $ | 2,000,000 | $ | 11,291 | ||||||||||
Preferred Stock - Series B *(1)(2)(4) |
8/07/17 - 2/1/19 | 7,039,203 | 6,587,102 | 199,913 | |||||||||||||
Preferred Stock - Series C *(1)(2)(4) |
8/7/2019-2/12/20 | 2,650,000 | 2,650,000 | 75,260 | |||||||||||||
Preferred Stock Warrants - Series B *(1)(2)(4) |
7/9/18 - 9/4/18 | 12,250,000 | 0 | 346,307 | |||||||||||||
Preferred Stock Warrants - Series B *(1)(2)(4) |
2/1/2019 | 5,250,000 | 0 | 148,418 | |||||||||||||
Preferred Stock Warrants - Series B *(1)(2)(4) |
8/7/2017 | 6,214,922 | 0 | 175,696 | |||||||||||||
Preferred Stock Warrants - Series B *(1)(2)(4) |
9/28/2017 | 700,000 | 0 | 19,789 | |||||||||||||
| 3,606,674 | |||||||||||||||||
INTRAOP MEDICAL CORP. (25.8%) Medical Devices |
Convertible Note Matures December 2021 Interest Rate 15% (1)(2)(4) |
12/31/2018 | 10,961,129 | 10,961,129 | 10,961,129 | ||||||||||||
Convertible Note Matures December 2021 Interest Rate 15% (1)(2)(4) |
7/12/2019 | 1,300,000 | 1,300,000 | 1,300,000 | |||||||||||||
Convertible Note Matures December 2021 Interest Rate 15% (1)(2)(4) |
10/11/2019 | 500,000 | 500,000 | 500,000 | |||||||||||||
Convertible Note Matures December 2021 Interest Rate 15% (1)(2)(4) |
10/29/2019 | 500,000 | 500,000 | 500,000 | |||||||||||||
Convertible Note Matures December 2021 Interest Rate 15% (1)(2)(4) |
2/27/2020 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||
Convertible Note Matures December 2021 Interest Rate 15% (1)(2)(4) |
3/25/2020 | 500,000 | 500,000 | 500,000 | |||||||||||||
Convertible Note Matures December 2021 Interest Rate 15% (1)(2)(4) |
5/8/2020 | 400,000 | 400,000 | 400,000 | |||||||||||||
See accompanying notes to financial statements
54
Firsthand Technology Value Fund, Inc.
Consolidated Schedule of Investments - continued
DECEMBER 31, 2020
PORTFOLIO |
TYPE OF INVESTMENT |
ACQUISITION DATE |
SHARES/PAR |
COST BASIS |
VALUE |
||||||||||||
INTRAOP MEDICAL CORP. (continued) |
Convertible Note Matures December 2021 Interest Rate 15% (1)(2)(4) |
7/31/2020 | 500,000 | $ | 500,000 | $ | 500,000 | ||||||||||
Convertible Note Matures December 2021 Interest Rate 15% (1)(2)(4) |
8/28/2020 | 750,000 | 750,000 | 750,000 | |||||||||||||
Preferred Stock - Series C *(1)(2)(4) |
7/12/2013 | 26,856,187 | 26,299,938 | 4,976,452 | |||||||||||||
Term Note Matures December 2021 Interest Rate 8% (1)(2)(4) |
2/28/2014 | 3,000,000 | 3,000,000 | 3,000,000 | |||||||||||||
Term Note Matures December 2021 Interest Rate 8% (1)(2)(4) |
2/10/2017 | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||||||
| 26,387,581 | |||||||||||||||||
KYMA, INC. (0.1%) Advanced Materials |
Convertible Note Matures March 2021 Interest Rate 10% (1)(4) |
3/11/2019 | 100,000 | 100,000 | 100,000 | ||||||||||||
LYNCEAN TECHNOLOGIES, INC. (0.8%) |
Preferred Stock - Series B *(1)(4) |
7/3/2018 | 869,792 | 1,000,000 | 831,434 | ||||||||||||
Semiconductor Equipment |
|||||||||||||||||
PIVOTAL SYSTEMS CORP. (22.1%) |
CDIs *(2) |
11/28/12 - 9/2/16 | 31,089,506 | 3,861,189 | 22,530,347 | ||||||||||||
Semiconductor Equipment |
|||||||||||||||||
REVASUM, INC. (12.4%) |
CDIs *(2) |
11/14/16 - 11/30/18 | 46,834,340 | 13,512,264 | 12,637,451 | ||||||||||||
Semiconductor Equipment |
|||||||||||||||||
See accompanying notes to financial statements
55
Firsthand Technology Value Fund, Inc.
Consolidated Schedule of Investments - continued
DECEMBER 31, 2020
PORTFOLIO |
TYPE OF INVESTMENT |
ACQUISITION DATE |
SHARES/PAR |
COST BASIS |
VALUE |
||||||||||||
SILICON GENESIS CORP. (1.3%) |
Preferred Stock - Series 1-E *(1)(2)(4) |
4/18/2011 | 5,704,480 | $ | 2,372,403 | $ | 567,596 | ||||||||||
Intellectual Property |
Preferred Stock - Series 1-C *(1)(2)(4) |
4/18/2011 | 82,914 | 109,518 | 3,325 | ||||||||||||
Preferred Stock - Series 1-D *(1)(2)(4) |
4/18/2011 | 850,830 | 431,901 | 8,763 | |||||||||||||
Common Stock *(1)(2)(4) |
4/18/2011 | 921,892 | 169,045 | 369 | |||||||||||||
Common Stock Warrants *(1)(2)(4) |
4/18/2011 | 37,982 | 6,678 | 6 | |||||||||||||
Preferred Stock - Series 1-F *(1)(2)(4) |
4/18/2011 | 912,453 | 456,389 | 125,462 | |||||||||||||
Common Stock Warrants *(1)(2)(4) |
10/13/2011 | 5,000,000 | 0 | 100 | |||||||||||||
Common Stock Warrants *(1)(2)(4) |
2/6/2012 | 3,000,000 | 0 | 60 | |||||||||||||
Preferred Stock - Series 1-G *(1)(2)(4) |
3/10/2016 | 48,370,793 | 3,880,592 | 562,359 | |||||||||||||
Preferred Stock - Series 1-H *(1)(2)(4) |
3/10/2016 | 837,942 | 936,895 | 62,762 | |||||||||||||
| 1,330,802 | |||||||||||||||||
SVXR, INC. (5.3%) |
Preferred Stock - Series A *(1)(3)(4) |
1/11/17 - 8/29/18 | 8,219,454 | 4,082,192 | 5,377,578 | ||||||||||||
Semiconductor Equipment |
|||||||||||||||||
UCT COATINGS, INC. (1.0%) |
Common Stock *(1)(3)(4) |
4/18/2011 | 1,500,000 | 662,235 | 1,074,300 | ||||||||||||
Advanced Materials |
|||||||||||||||||
WRIGHTSPEED, INC. (23.1%) |
Common Stock *(1)(2)(4) |
6/7/2019 | 69,102 | 7,460,851 | 7,643 | ||||||||||||
Automotive |
Common Stock Warrants *(1)(2)(4) |
6/7/2019 | 181 | 0 | 12 | ||||||||||||
Convertible Note Matures December 2021 Interest Rate 12% (1)(2)(4) |
6/7/2019 | 4,929,015 | 4,929,015 | 4,929,015 | |||||||||||||
See accompanying notes to financial statements
56
Firsthand Technology Value Fund, Inc.
Consolidated Schedule of Investments - continued
DECEMBER 31, 2020
PORTFOLIO |
TYPE OF INVESTMENT |
ACQUISITION DATE |
SHARES/PAR |
COST BASIS |
VALUE |
||||||||||||
WRIGHTSPEED, INC. (continued) |
Convertible Note Matures December 2021 Interest Rate 12% (1)(2)(4) |
8/12/2020 | 750,000 | $ | 750,000 | $ | 750,000 | ||||||||||
Convertible Note Matures December 2021 Interest Rate 12% (1)(2)(4) |
9/10/2020 | 900,000 | 900,000 | 900,000 | |||||||||||||
Convertible Note Matures December 2021 Interest Rate 12% (1)(2)(4) |
10/13/2020 | 1,050,000 | 1,050,000 | 1,050,000 | |||||||||||||
Convertible Note Matures December 2021 Interest Rate 12% (1)(2)(4) |
11/11/2020 | 400,000 | 400,000 | 400,000 | |||||||||||||
Convertible Note Matures December 2021 Interest Rate 12% (1)(2)(4) |
11/24/2020 | 375,000 | 375,000 | 375,000 | |||||||||||||
Convertible Note Matures December 2021 Interest Rate 12% (1)(2)(4) |
12/11/2020 | 400,000 | 400,000 | 400,000 | |||||||||||||
Convertible Note Matures December 2021 Interest Rate 12% (1)(2)(4) |
12/23/2020 | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||||||
Preferred Stock - Series AA *(1)(2)(4) |
6/7/2019 - 7/20/2020 | 60,733,693 | 17,355,887 | 12,720,065 | |||||||||||||
Preferred Stock Warrants - Series AA *(1)(2)(4) |
6/7/2019 | 609,756 | 0 | 91,524 | |||||||||||||
| 23,623,259 | |||||||||||||||||
See accompanying notes to financial statements
57
Firsthand Technology Value Fund, Inc.
Consolidated Schedule of Investments - continued
DECEMBER 31, 2020
PORTFOLIO |
TYPE OF INVESTMENT |
ACQUISITION DATE |
SHARES/PAR |
COST BASIS |
VALUE |
||||||||||||
INVESTMENT COMPANY (2.3%) |
Fidelity Investments Money Market Treasury Portfolio - Class I (5) |
Various | 2,368,393 | $ | 2,368,393 | $ | 2,368,393 | ||||||||||
TOTAL INVESTMENTS (Cost $133,968,616) — 99.9% |
$ | 102,072,819 | |||||||||||||||
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.1% |
69,549 | ||||||||||||||||
NET ASSETS — 100.0% |
$ | 102,142,368 | |||||||||||||||
|
* |
Non-income producing security. |
|
CDI |
CHESS Depositary Interests |
|
(1) |
Restricted security. Fair Value is determined by or under the direction of the Company’s Board of Directors (See note 3). At December 31, 2020, we held $64,536,628 (or 63.2% of net assets) in restricted securities (see Note 2). |
|
(2) |
Controlled investments. |
|
(3) |
Affiliated issuer. |
|
(4) |
Fair Value Level 3 security. |
|
(5) |
The Fidelity Investments Money Market Portfolio invests primarily in U.S. Treasury securities. |
See accompanying notes to financial statements
58
Firsthand Technology Value Fund, Inc.
Consolidated Statements of Operations
FOR THE |
FOR THE |
FOR THE |
||||||||||
INVESTMENT INCOME |
||||||||||||
Unaffiliated dividends |
$ | 171,613 | $ | — | $ | — | ||||||
Unaffiliated interest |
30,906 | 15,608 | 72,502 | |||||||||
Affiliated/controlled interest |
6,116,176 | 3,635,326 | 1,717,149 | |||||||||
TOTAL INVESTMENT INCOME |
6,318,695 | 3,650,934 | 1,789,651 | |||||||||
EXPENSES |
||||||||||||
Investment advisory fees (Note 4) |
2,220,811 | 2,016,981 | 3,405,735 | |||||||||
Administration fees |
122,177 | 117,911 | 141,714 | |||||||||
Custody fees |
24,661 | 15,780 | 15,070 | |||||||||
Transfer agent fees |
39,737 | 33,640 | 33,353 | |||||||||
Registration and filing fees |
32,700 | 31,700 | 30,700 | |||||||||
Professional fees |
367,471 | 415,447 | 432,337 | |||||||||
Printing fees |
80,307 | 36,953 | 172,820 | |||||||||
Trustees fees |
200,000 | 200,000 | 200,000 | |||||||||
Compliance fees |
120,487 | 116,947 | 118,780 | |||||||||
Miscellaneous fees |
46,907 | 44,076 | 53,513 | |||||||||
TOTAL GROSS EXPENSES |
3,255,258 | 3,029,435 | 4,604,022 | |||||||||
Incentive fee adjustments (Note 4) |
— | — | (9,261,847 | ) | ||||||||
TOTAL NET EXPENSES |
3,255,258 | 3,029,435 | (4,657,825 | ) | ||||||||
NET INVESTMENT INCOME, BEFORE TAXES |
3,063,437 | 621,499 | 6,447,476 | |||||||||
Deferred tax benefit |
— | — | (538,914 | ) | ||||||||
Net Investment Income/(Loss), Net of Deferred Taxes |
3,063,437 | 621,499 | 5,908,562 | |||||||||
Net Realized and Unrealized Gain (Loss) on Investments: |
||||||||||||
Net realized gains (losses) from security transactions on: |
||||||||||||
Affiliated/Controlled |
11,753,038 | (5,589,234 | ) | (24,091,097 | ) | |||||||
Non-affiliated/controlled and other assets |
— | (1,927,408 | ) | 3,004,025 | ||||||||
Foreign currency |
27 | — | — | |||||||||
Written option (1) |
— | — | 98,590 | |||||||||
Deferred tax benefit |
— | (5,816,066 | ) | 4,623,742 | ||||||||
Net realized gains (losses), net of deferred taxes |
11,753,065 | (13,332,708 | ) | (16,364,740 | ) | |||||||
Net change in unrealized appreciation (depreciation) on: |
||||||||||||
Non-affiliated investments |
(551,274 | ) | 4,189,718 | (6,092,860 | ) | |||||||
Affiliated/controlled investments and foreign currency |
(21,673,270 | ) | (8,242,579 | ) | (52,627,051 | ) | ||||||
Affiliated/controlled warrants investments (1) |
20,298 | (4,156,438 | ) | (7,542,793 | ) | |||||||
Deferred tax benefit/expenses |
— | (2,026,517 | ) | 12,190,314 | ||||||||
Net change in unrealized appreciation (depreciation), net of deferred taxes |
(22,204,246 | ) | (10,235,816 | ) | (54,072,390 | ) | ||||||
Net Realized and Unrealized Gains (Losses) on Investments, Net of Deferred Taxes |
(10,451,181 | ) | (23,568,524 | ) | (70,437,130 | ) | ||||||
Net Increase (Decrease) In Net Assets Resulting From Operations, Net of Deferred Taxes |
$ | (7,387,744 | ) | $ | (22,947,025 | ) | $ | (64,528,568 | ) | |||
Net Increase (Decrease) In Net Assets Per Share Resulting From Operations (2) |
$ | (1.07 | ) | $ | (3.31 | ) | $ | (8.99 | ) | |||
|
(1) |
Primary risk exposure is equity contracts. |
|
(2) |
Per share results are calculated based on weighted average shares outstanding for each period. |
See accompanying notes to financial statements
59
Firsthand Technology Value Fund, Inc.
Consolidated Statements of Cash Flows
FOR THE |
FOR THE |
FOR THE |
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||||||
Net increase (decrease) in Net Assets resulting from operations |
$ | (7,387,744 | ) | $ | (22,947,025 | ) | $ | (64,528,568 | ) | |||
Adjustments to reconcile net increase (decrease) in Net Assets derived from operations to net cash provided by (used in) operating activities |
||||||||||||
Purchases of investments |
(17,350,000 | ) | (24,273,531 | ) | (29,888,755 | ) | ||||||
Proceeds from disposition of investments |
16,104,357 | 24,190,631 | 41,756,374 | |||||||||
Net purchases / sales from short-term investments |
1,738,739 | 2,838,727 | (9,819,822 | ) | ||||||||
(Increase) decrease in dividends, interest, and reclaims receivable |
(5,757,044 | ) | (3,220,884 | ) | (199,349 | ) | ||||||
Increase (decrease) in due to custodian |
13,589 | — | — | |||||||||
(Increase) decrease in receivable in investment sold |
— | — | 1,005 | |||||||||
Increase (decrease) in payable for investment purchased |
— | — | (365,783 | ) | ||||||||
Increase (decrease) in payable to affiliates |
2,252,215 | 1,988,877 | 1,127,095 | |||||||||
Increase (decrease) in incentive fees payable |
— | — | (9,261,847 | ) | ||||||||
(Increase) decrease in other assets |
(38,351 | ) | (3,915 | ) | (3,087 | ) | ||||||
Increase (decrease) in accrued expenses and other payables |
(27,671 | ) | (140,677 | ) | 206,693 | |||||||
(Increase) decrease in deferred tax benefit |
— | 7,842,583 | (16,275,142 | ) | ||||||||
Net realized (gain) loss from investments |
(11,753,065 | ) | 7,516,642 | 21,087,072 | ||||||||
Net realized gain from written options |
— | — | (98,590 | ) | ||||||||
Net unrealized (appreciation) depreciation from investments, other assets, and warrants transactions |
22,204,246 | 8,209,299 | 66,262,704 | |||||||||
Net cash provided by (used in) operating activities |
(729 | ) | 2,000,727 | — | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||||||
Cost of shares repurchased |
— | (1,999,998 | ) | — | ||||||||
Net cash provided by (used in) financing activities |
— | (1,999,998 | ) | — | ||||||||
Net increase (decrease) in cash |
(729 | ) | 729 | — | ||||||||
Cash - beginning of year |
729 | — | — | |||||||||
Cash - end of year |
$ | — | $ | 729 | $ | — | ||||||
See accompanying notes to financial statements
60
Firsthand Technology Value Fund, Inc.
Consolidated Statements of Changes in Net Assets
FOR THE |
FOR THE |
FOR THE |
||||||||||
FROM OPERATIONS: |
||||||||||||
Net investment income (loss), net of deferred taxes |
$ | 3,063,437 | $ | 621,499 | $ | 5,908,562 | ||||||
Net realized gain (loss) from security transactions, written options and warrants transactions, net of deferred taxes |
11,753,065 | (13,332,708 | ) | (16,364,740 | ) | |||||||
Net change in unrealized appreciation (depreciation) on investments and warrants transactions, net of deferred taxes |
(22,204,246 | ) | (10,235,816 | ) | (54,072,390 | ) | ||||||
Net increase (decrease) in net assets from operations |
(7,387,744 | ) | (22,947,025 | ) | (64,528,568 | ) | ||||||
FROM CAPITAL SHARE TRANSACTIONS: |
||||||||||||
Value for shares repurchased |
— | (1,999,998 | ) | — | ||||||||
TOTAL DECREASE IN NET ASSETS |
(7,387,744 | ) | (24,947,023 | ) | (64,528,568 | ) | ||||||
NET ASSETS: |
||||||||||||
Beginning of year |
102,142,368 | 127,089,391 | 191,617,959 | |||||||||
End of year |
$ | 94,754,624 | $ | 102,142,368 | $ | 127,089,391 | ||||||
COMMON STOCK ACTIVITY: |
||||||||||||
Shares redeemed |
— | (285,714 | ) | — | ||||||||
Net increase (decrease) in shares outstanding |
— | (285,714 | ) | — | ||||||||
Shares outstanding, beginning of year |
6,893,056 | 7,178,770 | 7,178,770 | |||||||||
Shares outstanding, end of year |
6,893,056 | 6,893,056 | 7,178,770 | |||||||||
See accompanying notes to financial statements
61
Firsthand Technology Value Fund, Inc.
Consolidated Financial Highlights
Selected per share data and ratios for a share outstanding throughout each year
FOR THE |
FOR THE |
FOR THE |
FOR THE |
FOR THE |
||||||||||||||||
Net asset value at beginning of year |
$ | 14.82 | $ | 17.70 | $ | 26.69 | $ | 23.83 | $ | 20.04 | ||||||||||
Income from investment operations: |
||||||||||||||||||||
Net investment income (loss), before deferred taxes |
0.44 | (1) | 0.09 | (1) | 0.90 | (1) | (1.29 | )(1) | (0.62 | ) | ||||||||||
Deferred tax benefit |
— | — | (0.08 | ) | 0.07 | — | ||||||||||||||
Net investment gain (losses) |
0.44 | 0.09 | 0.82 | (1.22 | ) | (0.62 | ) | |||||||||||||
Net realized and unrealized gains (losses) on investments, before deferred taxes |
(1.51 | ) | (2.30 | ) | (12.15 | ) | 5.13 | 4.21 | ||||||||||||
Deferred tax expense |
— | (1.13 | ) | 2.34 | (1.23 | ) | — | |||||||||||||
Net realized and unrealized gains (losses) on investments, after deferred taxes |
(1.51 | ) | (3.43 | ) | (9.81 | ) | 3.90 | 4.21 | ||||||||||||
Total from investment operations |
(1.07 | ) | (3.34 | ) | (8.99 | ) | 2.68 | 3.59 | ||||||||||||
Distributions from: |
||||||||||||||||||||
Realized capital gains |
— | — | — | (0.03 | ) | — | ||||||||||||||
Anti-dilutive effect from capital share transactions |
— | 0.46 | — | 0.21 | 0.20 | |||||||||||||||
Net asset value at end of year |
$ | 13.75 | $ | 14.82 | $ | 17.70 | $ | 26.69 | $ | 23.83 | ||||||||||
Market value at end of year |
$ | 4.01 | $ | 4.47 | $ | 6.43 | $ | 11.20 | $ | 8.96 | ||||||||||
Total return |
||||||||||||||||||||
Based on Net Asset Value |
(7.22 | )% | (16.27 | )% | (33.68 | )% | 12.39 | % | 18.91 | % | ||||||||||
Based on Market Value |
(10.29 | )% | (30.48 | )% | (42.59 | )% | 25.43 | % | 16.82 | % | ||||||||||
See accompanying notes to financial statements
62
Firsthand Technology Value Fund, Inc.
Consolidated Financial Highlights - continued
Selected per share data and ratios for a share outstanding throughout each year
FOR THE |
FOR THE |
FOR THE |
FOR THE |
FOR THE |
||||||||||||||||
Net assets at end of year (millions) |
$ | 94.8 | $ | 102.1 | $ | 127.1 | $ | 191.6 | $ | 174.0 | ||||||||||
Ratio of total expenses to average net assets: |
||||||||||||||||||||
Before tax (benefit)/expense |
3.12 | % | 3.10 | % | (2.84 | )%(2) | 6.75 | %(2) | 4.13 | %(2) | ||||||||||
Deferred tax (benefit)/expense (3)(4) |
— | 8.02 | %(6) | (9.91 | )% | 4.43 | % | — | ||||||||||||
Total expenses |
3.12 | % | 11.12 | % | (12.75 | )%(2) | 11.18 | %(2) | 4.13 | % | ||||||||||
Total expenses, excluding incentive fees and deferred tax expense |
3.12 | % | 3.10 | % | 2.80 | % | 2.77 | % | 2.98 | % | ||||||||||
Ratio of net investment income (loss) to average net assets: |
||||||||||||||||||||
Before tax benefit |
2.94 | % | 0.64 | % | 3.93 | %(2) | (4.93 | )%(2) | (3.07 | )% | ||||||||||
Deferred tax benefit (4)(5) |
— | — | (0.33 | )% | 0.28 | % | — | |||||||||||||
Net investment income (loss) |
2.94 | % | 0.64 | % | 3.60 | % | (4.65 | )% | (3.07 | )% | ||||||||||
Portfolio turnover rate |
16 | % | 13 | % | 18 | % | 44 | % | 22 | % | ||||||||||
|
(1) |
Calculated using average shares outstanding. |
|
(2) |
Amount includes the incentive fee. For the years ended December 31, 2019, December 31, 2018 and December 31, 2017 the ratio of the incentive fee to average net assets was (5.64)%, 3.98% and 1.15%, respectively. |
|
(3) |
Deferred tax expense estimate is derived from net investment income (loss), and realized and unrealized gains (losses). |
|
(4) |
The deferred tax expense and tax benefit are allocated based on average net assets. |
|
(5) |
Deferred tax benefit estimate for the ratio calculation is derived from net investment income (loss) only. |
|
(6) |
As restated to reflect the removal of parenthetical notation to appropriately present ratio as deferred tax expense. |
See accompanying notes to financial statements
63
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements
DECEMBER 31, 2021
NOTE 1. THE COMPANY
Firsthand Technology Value Fund, Inc. (the “Company,” the “Fund,” “us,” “our,” and “we”), is a Maryland corporation and an externally managed, non-diversified, closed-end management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company acquired its initial portfolio of securities through the reorganization of Firsthand Technology Value Fund, a series of Firsthand Funds, into the Company. The reorganization was completed on April 15, 2011. The Company commenced operations on April 18th, 2011. Under normal circumstances, the Company will invest at least 80% of its assets for investment purposes in technology companies, which are considered to be those companies that derive at least 50% of their revenues from products and/ or services within the information technology sector or the “cleantech” sector. Information technology companies include, but are not limited to, those focused on computer hardware, software, telecommunications, networking, Internet, and consumer electronics. While there is no standard definition of cleantech, it is generally regarded as including goods and services designed to harness renewable energy and materials, eliminate emissions and waste, and reduce the use of natural resources. In addition, under normal circumstances we will invest at least 70% of our assets in privately held companies and in public companies with market capitalizations less than $250 million. Our portfolio is primarily composed of equity and equity derivative securities of technology and cleantech companies (as defined above). These investments generally range between $1 million and $10 million each, although the investment size will vary proportionately with the size of the Company’s capital base. The Company’s shares are listed on the NASDAQ Global Market under the symbol “SVVC.” Firsthand Capital Management, Inc., which was previously known as SiVest Group, Inc. (“FCM” or the “Advisor”), serves as the investment adviser to the Company.
The Company is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946.
CONSOLIDATION OF SUBSIDIARIES. On May 8, 2015, the Board of Directors of the Company approved the formation of a fully owned and controlled subsidiary (as defined by the 1940 Act) of the Company named Firsthand Venture Investors (“FVI”), a California general partnership formed on March 30, 2015. After the close of business on June 30, 2015, the Company contributed substantially all of its assets to FVI in return for a controlling general partner ownership interest in FVI. The transaction was completed on July 1, 2015. Under this structure, we have all or substantially all of our investment activities conducted through our fully owned subsidiary, FVI.
During the fiscal years ended December 31, 2016 and 2017, with the approval of its Board of Directors, the Company organized three separate fully owned and controlled subsidiaries (as defined by the 1940 Act). Each subsidiary was a Cayman Islands corporation and the financial statements of each subsidiary were reported on a consolidated basis with the Company. Each subsidiary was formed for the purpose of holding one or more investments made by the Company, and was treated as a controlled foreign corporation under the Internal Revenue Code not separately subject to U.S. federal income tax. FVI was treated as the sole U.S. shareholder of each subsidiary.
The Board of Directors of the Company approved the liquidation of those three Cayman subsidiaries on November 2, 2018. That liquidation was completed on December 27, 2018.
64
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements - continued
DECEMBER 31, 2021
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed in the preparation of the Company’s financial statements included in this report:
BASIS OF PRESENTATION. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the requirements on Form 10-K. ASC 946, Financial Services—Investment Companies (“ASC 946”), and Articles 6, 10 and 12 of Regulation S-X. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of the financial statements for the periods presented, have been included.
Under the 1940 Act, ASC 946, and the regulations pursuant to Article 6 of Regulation S-X, we are precluded from consolidating any entity other than another investment company or an operating company which provides substantially all of its services to benefit us. Consequentially, as of December 31, 2018, the Company consolidated some special purpose entities. These special purpose entities only hold investments of the Company and have no other significant asset and liabilities. All significant intercompany transactions and balances have been eliminated in consolidation.
USE OF ESTIMATES. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
PORTFOLIO INVESTMENT VALUATIONS. Investments are stated at “value” as defined in the 1940 Act and in the applicable regulations of the Securities and Exchange Commission and in accordance with GAAP. Value, as defined in Section 2(a)(41) of the 1940 Act, is (i) the market value of those securities for which a market quotation is readily available and (ii) the fair value as determined in good faith by, or under the direction of, the Board of Directors for all other securities and assets. On December 31, 2021, our financial statements include venture capital investments valued at approximately $59.7 million. The fair values of our venture capital investments were determined in good faith by, or under the direction of, the Board. Upon sale of these investments, the values that are ultimately realized may be different from what is presently estimated. The difference could be material. Also see note 6 regarding the fair value of the company’s investments.
CASH AND CASH EQUIVALENTS. The Company considers liquid assets deposited with a bank, investments in money market funds, and certain short-term debt instruments with maturities of three months or less to be cash equivalents. These investments represent amounts held with financial institutions that are readily accessible to pay our expenses or purchase investments. Cash and cash equivalents are valued at cost plus accrued interest, which approximates market value.
RESTRICTED SECURITIES. At December 31, 2021, we held $59,744,294 in restricted securities. At December 31, 2020, we held $64,536,628 in restricted securities.
INCOME RECOGNITION. Dividend income is recorded on the ex-dividend date. Interest income is accrued as earned. Discounts and premiums on securities purchased are amortized over the lives of the respective securities. Other non-cash dividends are recognized as investment income at the fair value of the property received. When debt securities are determined to be non-income producing, the Company ceases accruing interest and writes off any previously accrued interest. These write-offs are recorded as a debit to interest income.
SHARE VALUATION. The net asset value (“NAV”) per share of the Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash or other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares outstanding of the Fund, rounded to the nearest cent.
65
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements - continued
DECEMBER 31, 2021
REALIZED GAIN OR LOSS AND UNREALIZED APPRECIATION OR DEPRECIATION OF PORTFOLIO INVESTMENTS. A realized gain or loss is recognized when an investment is disposed of and is computed as the difference between the Company’s cost basis in the investment at the disposition date and the net proceeds received from such disposition. Realized gains and losses are calculated on a specific identification basis. Unrealized appreciation or depreciation is computed as the difference between the fair value of the investment and the cost basis of such investment.
INCOME TAXES. The Company provides for state and federal corporate income tax, as appropriate, because it is regarded as a corporation under Subchapter C of the Code. The Company recognizes interest and penalties in income tax expense.
FOREIGN CURRENCY TRANSLATION. The accounting records of the Company are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the foreign exchange rate on the date of valuation. The Company does not isolate that portion of the results of operation resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. The Company’s investments in foreign securities may involve certain risks, including without limitation: foreign exchange restrictions, expropriation, taxation or other political, social, or economic risks, all of which could affect the market and/or credit risk of the investment. In addition, changes in the relationship of foreign currencies to the U.S. dollar can significantly affect the value of these investments and therefore the earnings of the Company.
SECURITIES TRANSACTIONS. Securities transactions are accounted for on the date the transaction for the purchase or sale of the securities is entered into by the Company (i.e., trade date).
CONCENTRATION OF CREDIT RISK. The Company places its cash and cash equivalents with financial institutions and, at times, cash held in checking accounts may exceed the Federal Deposit Insurance Corporation insured limit.
OPTIONS. The Company is subject to equity price risk in the normal course of pursuing its investment objectives and may enter into options written to hedge against changes in the value of equities. The Company may purchase put and call options to attempt to provide protection against adverse price effects from anticipated changes in prevailing prices of securities or stock indices. The Company may also write put and call options. When the Company writes an option, an amount equal to the premium received by the Company is recorded as a liability and is subsequently adjusted to the current fair value of the option written.
Premiums received from writing options that expire unexercised are treated by the Company on the expiration date as realized gains from investments. The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or, if the premium is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security or currency in determining whether the Company has realized a gain or loss. The Company as writer of an option bears the market risk of an unfavorable change in the price of the security underlying the written option.
The average quarterly volume of the Company’s derivatives during the year ended December 31, 2021 is as follows:
PURCHASED OPTIONS |
WARRANTS |
WRITTEN OPTIONS |
|
Firsthand Technology Value Fund, Inc. |
— |
985,486 |
— |
66
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements - continued
DECEMBER 31, 2021
The average quarterly volume of the Company’s derivatives during the year ended December 31, 2020 is as follows:
PURCHASED OPTIONS |
WARRANTS |
WRITTEN OPTIONS |
|
Firsthand Technology Value Fund, Inc. |
— |
2,631,459 |
— |
NOTE 3. BUSINESS RISKS AND UNCERTAINTIES
We invest a substantial portion of our assets in privately-held companies, the securities of which are inherently illiquid. We also seek to invest in small publicly-traded companies that we believe have exceptional growth potential and to make opportunistic investments in publicly-traded companies, both large and small. In the case of investments in small publicly-traded companies, although these companies are publicly traded, their stock may not trade at high volumes, and prices can be volatile, which may restrict our ability to sell our positions. We may also be subject to contractual restrictions or securities law limits on our ability to sell portfolio holdings because of, for example, our affiliation with a portfolio company or the relative size of our holding in a company. These privately held and publicly traded businesses tend to lack management depth, have limited or no history of operations and typically have not attained profitability. Because of the speculative nature of our investments and the lack of public markets for privately held investments, there is greater risk of loss than is the case with traditional investment securities.
We do not choose investments based on a strategy of diversification. We also do not rebalance the portfolio should one of our portfolio companies increase in value substantially relative to the rest of the portfolio. Therefore, the value of our portfolio may be more vulnerable to events affecting a single sector, industry or portfolio company and, therefore, may be subject to greater volatility than a company that follows a diversification strategy.
Because there is typically no public or readily-ascertainable market for our interests in the small privately-held companies in which we invest, the valuation of those securities is determined in good faith by the Valuation Committee, comprised of all members of the Board who are not “interested persons” of the Company, as such term is defined in Section 2(a)(19) of the 1940 Act, in accordance with our Valuation Procedures and is subject to significant estimates and judgments. The determined value of the securities in our portfolio may differ significantly from the values that would be placed on these securities if a ready market for the securities existed. Any changes in valuation are recorded in our Statement of Operations as “Net increase (decrease) in unrealized appreciation on investments.” Changes in valuation of any of our investments in privately-held companies from one period to another may be volatile.
The Board has engaged an independent valuation firm to provide it with valuation assistance with respect to certain of our portfolio investments. The Company intends to continue to engage an independent valuation firm to provide us with assistance regarding our determination of the fair value of select portfolio investments each quarter unless directed by the Board to cancel such valuation services. The scope of the services rendered by an independent valuation firm is at the discretion of the Board. The Board is ultimately and solely responsible for determining the fair value of the Company’s investments in good faith.
With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, the Board has approved a multi-step valuation process to be followed each quarter, as described below:
|
(1) |
each quarter the valuation process begins with each portfolio company or investment being initially valued by the Adviser Valuation Committee or the independent valuation firm; |
67
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements - continued
DECEMBER 31, 2021
|
(2) |
the Valuation Committee of the Board on a quarterly basis reviews the preliminary valuation of the Adviser Valuation Committee and that of the independent valuation firms and makes the fair value determination, in good faith, based on the valuation recommendations of the Adviser Valuation Committee and the independent valuation firms; and |
|
(3) |
at each quarterly Board meeting, the Board considers the valuations recommended by the Adviser Valuation Committee and the independent valuation firms that were previously submitted to the Valuation Committee of the Board and ratifies the fair value determinations made by the Valuation Committee of the Board. |
NOTE 4. INVESTMENT MANAGEMENT FEE
The Company has entered into an investment management agreement (the “Investment Management Agreement”) with FCM pursuant to which the Company will pay FCM a fee for providing investment management services consisting of two components—a base management fee and an incentive fee.
The base management fee will be calculated at an annual rate of 2.00% of our gross assets. For services rendered under the Investment Management Agreement, the base management fee will be payable quarterly in arrears. The base management fee will be calculated based on the average of (1) the value of our gross assets at the end of the current calendar quarter and (2) the value of the Company’s gross assets at the end of the preceding calendar quarter; and will be appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base management fees for any partial month or quarter will be pro-rated.
The incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Management Agreement, as of the termination date), commencing on April 15, 2011, and equals 20% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fees, provided that the incentive fee determined as of December 31, 2021, will be calculated for a period of shorter than twelve calendar months to take into account any realized gains computed net of all realized capital losses and unrealized capital depreciation from inception. For the year ended December 31, 2021, there were no incentive fee adjustments. For the year ended December 31, 2020, there were no incentive fee adjustments. For the year ended December 31, 2019, there was an incentive fee reversal of ($9,261,847).
NOTE 5. DEBT
The Company currently has no plan to use leverage and does not have any significant outstanding debt obligations (other than normal operating expense accruals).
NOTE 6. FAIR VALUE
Securities traded on stock exchanges, or quoted by NASDAQ, are valued according to the NASDAQ Stock Market, Inc. (“NASDAQ”) official closing price, if applicable, or at their last reported sale price as of the close of trading on the New York Stock Exchange (“NYSE”) (normally 4:00 P.M. Eastern Time). If a security is not traded that day, the security will be valued at its most recent bid price.
68
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements - continued
DECEMBER 31, 2021
Securities traded in the over-the-counter market, but not quoted by NASDAQ, are valued at the last sale price (or, if the last sale price is not readily available, at the most recent closing bid price as quoted by brokers that make markets in the securities) at the close of trading on the NYSE.
Securities traded both in the over-the-counter market and on a stock exchange are valued according to the broadest and most representative market.
Securities and other assets that do not have market quotations readily available are valued at their fair value as determined in good faith by the Board in accordance with the Valuation Procedures adopted by the Valuation Committee of the Board.
In pricing illiquid, privately placed securities, the Board of Directors is responsible for (1) determining overall valuation guidelines and (2) ensuring that the investments of the Company are valued within the prescribed guidelines.
The Valuation Committee, comprised of all of the independent Board members, is responsible for determining the valuation of the Company’s assets within the guidelines established by the Board of Directors. The Valuation Committee receives information and recommendations from the Adviser and an independent valuation firm.
The values assigned to these investments are based on available information and do not necessarily represent amounts that might ultimately be realized when that investment is sold, as such amounts depend on future circumstances and cannot reasonably be determined until the individual investments are actually liquidated or become readily marketable.
APPROACHES TO DETERMINING FAIR VALUE. GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). In effect, GAAP applies fair value terminology to all valuations whereas the 1940 Act applies market value terminology to readily marketable assets and fair value terminology to other assets.
The main approaches to measuring fair value utilized are the market approach, the income approach, and the asset-based approach. The choice of which approach to use in a particular situation depends on the specific facts and circumstances associated with the company, as well as the purpose for which the valuation analysis is being conducted. Firsthand and the independent valuation firm rely primarily on the market approach. We also considered the income and asset-based approaches in our analysis because certain of the portfolio companies do not have substantial operating earnings relative to the value of their underlying assets.
|
- |
Market Approach (M): The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. For example, the market approach often uses market multiples derived from a set of comparables. Multiples might lie in ranges with a different multiple for each comparable. The selection of where within the range each appropriate multiple falls requires the use of judgment in considering factors specific to the measurement (qualitative and quantitative). |
|
- |
Income Approach (I): The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present value amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. Those valuation techniques include present value techniques; option-pricing models, such as the Black-Scholes-Merton formula (a closed-form model) and a binomial model (a lattice model), which incorporate present value techniques; and the multi-period excess earnings method, which is used to measure the fair value of certain assets. |
|
- |
Asset-Based Approach (A): The asset-based approach examines the value of a company’s assets net of its liabilities to derive a value for the equity holders. |
69
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements - continued
DECEMBER 31, 2021
FAIR VALUE MEASUREMENT. In accordance with the guidance from the Financial Accounting Standards Board on fair value measurements and disclosures under GAAP, the Company discloses the fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements).
The guidance establishes three levels of the fair value hierarchy as follows:
|
Level 1 - |
Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the date of measurement. |
|
Level 2 - |
Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument in an inactive market, prices for similar instruments in an active or inactive market, interest rates, prepayment speeds, credit risks, yield curves, default rates, and similar data. |
|
Level 3 - |
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Company’s own assumptions about the assumptions a market participant would use in valuing the asset or liability based on the best information available. |
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Company’s net assets as of December 31, 2021:
ASSETS |
LEVEL 1 |
LEVEL 2 OTHER |
LEVEL 3 SIGNIFICANT |
|||||||||
Common Stocks |
||||||||||||
Advanced Materials |
$ | — | $ | — | $ | 613,650 | ||||||
Automotive |
— | — | 1,126 | |||||||||
Equipment Leasing |
— | — | 31,490 | |||||||||
Intellectual Property |
— | — | 277 | |||||||||
Semiconductor Equipment |
30,754,595 | — | — | |||||||||
Total Common Stocks |
30,754,595 | — | 646,543 | |||||||||
70
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements - continued
DECEMBER 31, 2021
ASSETS (continued) |
LEVEL 1 |
LEVEL 2 OTHER |
LEVEL 3 SIGNIFICANT |
|||||||||
Preferred Stocks |
||||||||||||
Aerospace |
$ | — | $ | — | $ | 324,245 | ||||||
Automotive |
— | — | 1,777,068 | |||||||||
Equipment Leasing |
— | — | 1,898,420 | |||||||||
Intellectual Property |
— | — | 1,050,442 | |||||||||
Medical Devices |
— | — | 670,062 | |||||||||
Semiconductor Equipment |
— | — | 280,160 | |||||||||
Total Preferred Stocks |
— | — | 6,000,397 | |||||||||
Asset Derivatives * |
||||||||||||
Equity Contracts |
— | — | 802,210 | |||||||||
Total Asset Derivatives |
— | — | 802,210 | |||||||||
Convertible Notes |
||||||||||||
Advanced Materials |
— | — | 100,000 | |||||||||
Aerospace |
— | — | 4,380,000 | |||||||||
Automotive |
— | — | 21,404,015 | |||||||||
Medical Devices |
— | — | 26,411,129 | |||||||||
Total Convertible Notes |
— | — | 52,295,144 | |||||||||
Mutual Funds |
629,653 | — | — | |||||||||
Total |
$ | 31,384,248 | $ | — | $ | 59,744,294 | ||||||
|
* |
Asset derivatives include warrants. |
At the end of each calendar quarter, management evaluates the Level 2 and Level 3 assets and liabilities for changes in liquidity, including but not limited to: whether a broker is willing to execute at the quoted price, the depth and consistency of prices from third party services, and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
The following is a summary of the inputs used to value the Company’s net assets as of December 31, 2020.
ASSETS |
LEVEL 1 |
LEVEL 2 OTHER |
LEVEL 3 SIGNIFICANT |
|||||||||
Common Stocks |
||||||||||||
Advanced Materials |
$ | — | $ | — | $ | 1,074,300 | ||||||
Automotive |
— | — | 7,643 | |||||||||
Equipment Leasing |
— | — | 27,440 | |||||||||
Intellectual Property |
— | — | 369 | |||||||||
Semiconductor Equipment |
35,167,798 | — | — | |||||||||
Total Common Stocks |
35,167,798 | — | 1,109,752 | |||||||||
71
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements - continued
DECEMBER 31, 2021
ASSETS (continued) |
LEVEL 1 |
LEVEL 2 OTHER |
LEVEL 3 SIGNIFICANT |
|||||||||
Preferred Stocks |
||||||||||||
Aerospace |
$ | — | $ | — | $ | 286,464 | ||||||
Automotive |
— | — | 12,720,065 | |||||||||
Equipment Leasing |
— | — | 2,177,560 | |||||||||
Intellectual Property |
— | — | 1,330,267 | |||||||||
Medical Devices |
— | — | 4,976,452 | |||||||||
Semiconductor Equipment |
— | — | 6,209,012 | |||||||||
Total Preferred Stocks |
— | — | 27,699,820 | |||||||||
Asset Derivatives * |
||||||||||||
Equity Contracts |
— | — | 781,912 | |||||||||
Total Asset Derivatives |
— | — | 781,912 | |||||||||
Convertible Notes |
||||||||||||
Advanced Materials |
— | — | 100,000 | |||||||||
Aerospace |
— | — | 2,630,000 | |||||||||
Automotive |
— | — | 10,804,015 | |||||||||
Medical Devices |
— | — | 21,411,129 | |||||||||
Total Convertible Notes |
— | — | 34,945,144 | |||||||||
Mutual Funds |
2,368,393 | — | — | |||||||||
Total |
$ | 37,536,191 | $ | — | $ | 64,536,628 | ||||||
|
* |
Asset derivatives include warrants. |
Following is a reconciliation of Level 3 assets (at either the beginning or the ending of the period) for which significant unobservable inputs were used to determine fair value.
INVESTMENTS AT FAIR |
BALANCE |
NET |
NET SALES/ |
NET |
NET |
TRANSFERS |
BALANCE |
|||||||||||||||||||||
Common Stocks |
||||||||||||||||||||||||||||
Advanced Materials |
$ | 1,074,300 | $ | — | $ | — | $ | — | $ | (460,650 | ) | $ | — | $ | 613,650 | |||||||||||||
Automotive |
7,643 | — | — | — | (6,517 | ) | — | 1,126 | ||||||||||||||||||||
Equipment Leasing |
27,440 | — | — | — | 4,050 | — | 31,490 | |||||||||||||||||||||
Intellectual Property |
369 | — | — | — | (92 | ) | — | 277 | ||||||||||||||||||||
Total Common Stocks |
1,109,752 | — | — | — | (463,209 | ) | — | 646,543 | ||||||||||||||||||||
Preferred Stocks |
||||||||||||||||||||||||||||
Aerospace |
286,464 | — | — | — | 37,781 | — | 324,245 | |||||||||||||||||||||
Automotive |
12,720,065 | — | — | — | (10,942,997 | ) | — | 1,777,068 | ||||||||||||||||||||
Equipment Leasing |
2,177,560 | — | (500,000 | ) | — | 220,860 | — | 1,898,420 | ||||||||||||||||||||
Intellectual Property |
1,330,267 | — | — | — | (279,825 | ) | — | 1,050,442 | ||||||||||||||||||||
72
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements - continued
DECEMBER 31, 2021
INVESTMENTS AT FAIR |
BALANCE |
NET |
NET SALES/ |
NET |
NET |
TRANSFERS |
BALANCE |
|||||||||||||||||||||
Medical Devices |
$ | 4,976,452 | $ | — | $ | — | $ | — | $ | (4,306,390 | ) | $ | — | $ | 670,062 | |||||||||||||
Semiconductor Equipment |
6,209,012 | — | — | — | (5,928,852 | ) | — | 280,160 | ||||||||||||||||||||
Total Preferred Stocks |
27,699,820 | — | (500,000 | ) | — | (21,199,423 | ) | — | 6,000,397 | |||||||||||||||||||
Asset Derivatives |
||||||||||||||||||||||||||||
Equity Contracts |
781,912 | — | — | — | 20,298 | — | 802,210 | |||||||||||||||||||||
Total Asset Derivatives |
781,912 | — | — | — | 20,298 | — | 802,210 | |||||||||||||||||||||
Convertible Notes |
||||||||||||||||||||||||||||
Advanced Materials |
100,000 | — | — | — | — | — | 100,000 | |||||||||||||||||||||
Aerospace |
2,630,000 | 1,750,000 | — | — | — | — | 4,380,000 | |||||||||||||||||||||
Automotive |
10,804,015 | 10,600,000 | — | — | — | — | 21,404,015 | |||||||||||||||||||||
Medical Devices |
21,411,129 | 5,000,000 | — | — | — | — | 26,411,129 | |||||||||||||||||||||
Total Convertible Notes |
34,945,144 | 17,350,000 | — | — | — | — | 52,295,144 | |||||||||||||||||||||
Total |
$ | 64,536,628 | $ | 17,350,000 | $ | (500,000 | ) | $ | — | $ | (21,642,334 | ) | $ | — | $ | 59,744,294 | ||||||||||||
|
(1) |
The net change in unrealized appreciation (depreciation) from Level 3 instruments held as of December 31, 2021 was $(21,642,162). |
Following is a reconciliation of Level 3 assets (at either the beginning or the ending of the period) for which significant unobservable inputs were used to determine fair value.
INVESTMENTS AT FAIR |
BALANCE |
NET |
NET SALES/ |
NET |
NET |
TRANSFERS |
BALANCE |
|||||||||||||||||||||
Common Stocks |
||||||||||||||||||||||||||||
Advanced Materials |
$ | 834,150 | $ | — | $ | — | $ | — | $ | 240,150 | $ | — | $ | 1,074,300 | ||||||||||||||
Automotive |
3,980 | — | — | — | 3,663 | — | 7,643 | |||||||||||||||||||||
Equipment Leasing |
28,990 | — | — | — | (1,550 | ) | — | 27,440 | ||||||||||||||||||||
Intellectual Property |
645 | — | — | — | (276 | ) | — | 369 | ||||||||||||||||||||
Semiconductor Equipment |
60,843,376 | — | (10,684,136 | ) | 2,250,768 | (17,242,210 | ) | (35,167,798 | ) | — | ||||||||||||||||||
Total Common Stocks |
61,711,141 | — | (10,684,136 | ) | 2,250,768 | (17,000,223 | ) | (35,167,798 | ) | 1,109,752 | ||||||||||||||||||
73
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements - continued
DECEMBER 31, 2021
INVESTMENTS AT FAIR |
BALANCE |
NET |
NET SALES/ |
NET |
NET |
TRANSFERS |
BALANCE |
|||||||||||||||||||||
Preferred Stocks |
||||||||||||||||||||||||||||
Aerospace |
$ | 2,120,996 | $ | 250,000 | $ | — | $ | — | $ | (2,084,532 | ) | $ | — | $ | 286,464 | |||||||||||||
Automotive |
10,625,710 | 3,859,999 | — | — | (1,765,644 | ) | — | 12,720,065 | ||||||||||||||||||||
Consumer Electronics |
— | — | (109,993 | ) | (3,890,007 | ) | 4,000,000 | — | — | |||||||||||||||||||
Equipment Leasing |
2,490,880 | — | (400,000 | ) | — | 86,680 | — | 2,177,560 | ||||||||||||||||||||
Intellectual Property |
1,529,234 | — | — | — | (198,967 | ) | — | 1,330,267 | ||||||||||||||||||||
Medical Devices |
702,826 | — | — | — | 4,273,626 | — | 4,976,452 | |||||||||||||||||||||
Semiconductor Equipment |
5,873,643 | — | — | — | 335,369 | — | 6,209,012 | |||||||||||||||||||||
Total Preferred Stocks |
23,343,289 | 4,109,999 | (509,993 | ) | (3,890,007 | ) | 4,646,532 | — | 27,699,820 | |||||||||||||||||||
Asset Derivatives |
||||||||||||||||||||||||||||
Equity Contracts |
4,938,350 | — | — | — | (4,156,438 | ) | — | 781,912 | ||||||||||||||||||||
Total Asset Derivatives |
4,938,350 | — | — | — | (4,156,438 | ) | — | 781,912 | ||||||||||||||||||||
Convertible Notes |
||||||||||||||||||||||||||||
Advanced Materials |
100,000 | — | — | — | — | — | 100,000 | |||||||||||||||||||||
Aerospace |
1,000,000 | 1,630,000 | — | — | — | — | 2,630,000 | |||||||||||||||||||||
Automotive |
4,929,015 | 5,875,000 | — | — | — | — | 10,804,015 | |||||||||||||||||||||
Consumer Electronics |
— | — | (7 | ) | (3,949,993 | ) | 3,950,000 | — | — | |||||||||||||||||||
Medical Devices |
18,261,129 | 3,150,000 | — | — | — | — | 21,411,129 | |||||||||||||||||||||
Total Convertible Notes |
24,290,144 | 10,655,000 | (7 | ) | (3,949,993 | ) | 3,950,000 | — | 34,945,144 | |||||||||||||||||||
Total |
$ | 114,282,924 | $ | 14,764,999 | $ | (11,194,136 | ) | $ | (5,589,232 | ) | $ | (12,560,129 | ) | $ | (35,167,798 | ) | $ | 64,536,628 | ||||||||||
|
(1) |
The net change in unrealized appreciation (depreciation) from Level 3 instruments held as of December 31, 2020 was $(3,267,919). |
74
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements - continued
DECEMBER 31, 2021
The table below represents quantitative disclosure about significant unobservable inputs for Level 3 fair value measurements at December 31, 2021:
|
FAIR |
VALUATION TECHNIQUES(1) |
UNOBSERVABLE INPUTS |
RANGE |
Direct venture capital investments: Advanced Materials |
$0.7M |
Market Comparable Companies Option Pricing Model |
EBITDA Multiple Revenue Multiple Years to Maturity Volatility Risk-Free Rate Discount for Lack of Marketability |
8.0x - 9.4x (8.7x) 1.0x (1.0x) 5 years (5 years) 50.0% (50.0%) 1.26% (1.26%) 22.7% (22.7%) |
Direct venture capital investments: Aerospace |
$5.5M |
Prior Transaction Analysis Option Pricing Model Probability-Weighted Expected Return Method |
Years to Maturity Volatility Risk-Free Rate Going Concern Probability |
5 years (5 years) 50.0% (50.0%) 1.26% (1.26%) 25% (25%) |
Direct venture capital investments: Automotive |
$23.2M |
Prior Transaction Analysis Option Pricing Model Probability-Weighted Expected Return Method |
Years to Maturity Volatility Risk-Free Rate Discount for Lack of Marketability Going Concern Probability |
5 years (5 years) 50.0% (50.0%) 1.26% (1.26%) 0.0% - 22.7% (0.0%) 10% (10%) |
Direct venture capital investments: Equipment Leasing |
$1.9M |
Market Comparable Companies Discounted Cash Flow Option Pricing Model |
EBITDA Multiple Weighted Average Cost of Capital Years to Maturity Volatility Risk-Free Rate |
3.7x - 8.4x (5.8x) 20.0% (20.0%) 5 years (5 years) 50.0% (50.0%) 1.26% (1.26%) |
Direct venture capital investments: Intellectual Property |
$1.0M |
Discounted Cash Flow Option Pricing Model |
Weighted Average Cost of Capital Years to Maturity Volatility Risk-Free Rate Discount for Lack of Marketability |
12.5% (12.5%) 5 years (5 years) 55.0% (55.0%) 1.26% (1.26%) 0.0% - 24.3% (0.0%) |
Direct venture capital investments: Medical Devices |
$27.1M |
Market Comparable Companies Option Pricing Model |
Revenue Multiple Years to Maturity Volatility Risk-Free Rate |
3.8x (3.8x) 4 years (4 years) 55.0% (55.0%) 1.12% (1.12%) |
75
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements - continued
DECEMBER 31, 2021
continued |
FAIR |
VALUATION TECHNIQUES(1) |
UNOBSERVABLE INPUTS |
RANGE |
Direct venture capital investments: Semiconductor Equipment |
$0.3M |
Market Comparable Companies Option Pricing Model |
Revenue Multiple Years to Maturity Volatility Risk-Free Rate |
2.2x – 2.6x (2.4x) 5 years (5 years) 50.0% (50.0%) 1.26% (1.26%) |
|
(1) |
As of December 31, 2020, the Fund used Discounted Cash Flow approaches to value certain investments. As of December 31, 2021, the Fund discontinued use of these approaches in certain cases in which more reliable indications of value were developed. |
|
(2) |
Weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category. |
Changes in any of our unobservable inputs, individually, may change the fair value of certain of the Company’s investments.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of the Company’s investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Company may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, it could realize significantly less than the value at which the Company has recorded it.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned. The below chart represents quantitative disclosure about significant unobservable inputs for Level 3 fair value measurements at December 31, 2020:
|
FAIR |
VALUATION TECHNIQUES(1) |
UNOBSERVABLE INPUTS |
RANGE |
Direct venture capital investments: Advanced Materials |
$1.2M |
Market Comparable Companies Discounted Cash Flow Option Pricing Model |
EBITDA Multiple Weighted Average Cost of Capital Years to Maturity Volatility Risk-Free Rate Discount for Lack of Marketability |
11.9x - 14.1x (13.0x) 21.4% (21.4%) 5 years (5 years) 50.0% (50.0%) 0.36% (0.36%) 22.7% (22.7%) |
Direct venture capital investments: Aerospace |
$3.6M |
Prior Transaction Analysis Probability-Weighted Expected Return Option Pricing Model |
Years to Maturity Volatility Risk-Free Rate Going Concern Probability |
5 years (5 years) 50.0% (50.0%) 0.36% (0.36%) 10% (10%) |
76
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements - continued
DECEMBER 31, 2021
continued |
FAIR |
VALUATION TECHNIQUES(1) |
UNOBSERVABLE INPUTS |
RANGE |
Direct venture capital investments: Automotive |
$23.6M |
Prior Transaction Analysis Probability-Weighted Expected Return Option Pricing Model |
Years to Maturity Volatility Risk-Free Rate Discount for Lack of Marketability Going Concern Probability Adjustment for Market Movement |
5 years (5 years) 50.0% (50.0%) 0.36% (0.36%) 22.7% (22.7%) 70% (70%) 4.4% (4.4%) |
Direct venture capital investments: Equipment Leasing |
$2.2M |
Market Comparable Companies Discounted Cash Flow Option Pricing Model |
EBITDA Multiple Weighted Average Cost of Capital Years to Maturity Volatility Risk-Free Rate |
4.9x - 8.5x (6.6x) 20.0% (20.0%) 5 years (5 years) 50.0% (50.0%) 0.36% (0.36%) |
Direct venture capital investments: Intellectual Property |
$1.3M |
Discounted Cash Flow Option Pricing Model |
Weighted Average Cost of Capital Years to Maturity Volatility Risk-Free Rate Discount for Lack of Marketability |
10.0% (10.0%) 5 years (5 years) 55.0% (55.0%) 0.36% (0.36%) 0.0% - 24.3% (0.0%) |
Direct venture capital investments: Medical Devices |
$26.4M |
Market Comparable Companies Option Pricing Model |
Revenue Multiple Years to Maturity Volatility Risk-Free Rate |
3.0x – 3.5x (3.3x) 4 years (4 years) 55.0% (55.0%) 0.27% (0.27%) |
Direct venture capital investments: Semiconductor Equipment |
$6.2M |
Prior Transaction Analysis Market Comparable Companies Option Pricing Model |
Revenue Multiple Years to Maturity Volatility Risk-Free Rate |
2.6x – 3.0x (2.7x) 5 years (5 years) 40.0% -50.0% (41.3%) 0.36% (0.36%) |
|
(1) |
As of December 31, 2019, the Fund used Probability-Weighted Expected Return, Market Comparable Companies, and Prior Transaction approaches to value certain common stock and preferred stock investments. As of December 31, 2020, the Fund discontinued use of these approaches in certain cases in which the portfolio companies failed or realized a particular outcome. |
|
(2) |
Weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category. |
NOTE 7. FEDERAL INCOME TAXES
Beginning in 2018, we were no longer able to qualify as a RIC under Subchapter M of the Code. The increase in value that resulted from the initial public offerings (IPOs) of Pivotal Systems and Revasum meant that we were no longer able to satisfy the diversification requirements for qualification as a RIC. As a result of this change, we were taxed as a corporation for our fiscal year ended December 31, 2018, and will continue to be taxed in that manner for future fiscal years, paying federal and applicable state corporate taxes on our taxable income, unless and until we are able to once again qualify as a
77
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements - continued
DECEMBER 31, 2021
RIC, based on changes in the composition of our portfolio. Consequently, at the close of each fiscal quarter beginning with the quarter ended June 30, 2018, we will record a deferred tax liability for any net realized gains and net ordinary income for the year-to-date period plus net unrealized gains as of the end of the quarter.
The reorganization described in Note 1 (the formation of FVI as a fully owned subsidiary for investment activities) was structured to avoid any adverse tax consequences for the Company and its shareholders. For the fiscal years which the Company operates as a RIC, we believe Company’s engaging in investment activities through FVI did not, in our view, jeopardize the Company’s ability to continue to qualify as a RIC under the Code at that time when the Company was eligible to be treated as a RIC.
The following information is based upon the U.S. federal income tax cost of portfolio investments as of December 31, 2021.
FEDERAL INCOME |
||||
Gross unrealized appreciation |
$ | 18,046,155 | ||
Gross unrealized depreciation |
(72,146,172 | ) | ||
Net unrealized (depreciation) |
$ | (54,100,017 | ) | |
Federal income tax cost, Investments |
$ | 145,228,559 | ||
The Company did not qualify as a regulated investment company pursuant to Subchapter M of the Internal Revenue Code, therefore it is taxed as a corporation. As a corporation, the Company is obligated to pay federal and state income tax on taxable income. The Company’s net deferred tax asset balance has a full valuation allowance based on management’s estimate of future realization of such assets. The Company is currently using an estimated tax rate of 21% for Federal and 6.98% for state taxes.
The Company’s income tax provision consists of the following as of December 31:
2021 |
2020 |
|||||||
Deferred tax (expense)/benefit |
||||||||
Federal |
$ | — | $ | (5,777,983 | ) | |||
State |
— | (2,064,600 | ) | |||||
Total deferred tax (expense)/benefit |
$ | — | $ | (7,842,583 | ) | |||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Such temporary differences are principally: (i) taxes on unrealized gains/(losses), which are attributable to the temporary difference between fair market value and tax basis, (ii) the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes, and (iii) the net tax benefit of accumulated net operating losses and capital loss carryforwards. Deferred tax assets and liabilities are measured using effective tax rates expected to apply to taxable income in the years such temporary differences are realized or otherwise settled.
78
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements - continued
DECEMBER 31, 2021
Components of the Company’s deferred tax assets and liabilities as of December 31:
2021 |
2020 |
|||||||
Deferred tax assets: |
||||||||
Net operating loss carryforward |
$ | 261,739 | $ | 1,118,888 | ||||
Capital loss carryforward |
6,084,731 | 9,373,239 | ||||||
Net unrealized losses (gains) on investment securities |
15,137,185 | 8,924,444 | ||||||
Total deferred tax assets, net |
21,483,655 | 19,416,571 | ||||||
Valuation allowance |
(21,483,655 | ) | (19,416,571 | ) | ||||
Net |
$ | — | $ | — | ||||
For the year ended December 31, 2021, the Company had an effective tax rate of 0% and a statutory tax rate of 21% with the difference primarily being attributable to changes to the total gross deferred tax asset valuation account.
For the year ended December 31, 2020, the Company had an effective tax rate of (51.92%) and a statutory tax rate of 21% with the difference primarily being attributable to changes in the deferred tax asset valuation account.
To the extent the Company has a deferred tax asset or if a portion of the deferred tax liability is offset by a tax asset resulting from net operating losses, consideration is given to whether or not a valuation allowance is required against the deferred tax asset amount. A valuation allowance is required if, based on the evaluation criterion provided by Accounting Standard Codification (“ASC”) 740, Income Taxes (ASC 740), it is more-likely-than-not that some portion or all of the deferred tax asset will not be realized. Among the factors considered in assessing the Company’s valuation allowance are: the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of the statutory carryforward periods, and the associated risks that operating and capital loss carryforwards may expire unused. Based on the Company’s assessment, it has determined that in the future it is more likely than not that the Company will not generate the necessary appropriate character of income within the carryforward periods to realize its deferred tax assets, and as such, has placed a full allowance on the deferred tax assets.
From time to time, and as new information becomes available, the Company will modify its forecasts, estimates or assumptions regarding its deferred tax liability or asset.
Modifications of the Company’s estimates or assumptions regarding its deferred tax liability and/or asset balances and any applicable valuation allowance, changes in generally accepted accounting principles or related guidance or interpretations thereof, limitations imposed on net operating losses (if any), and changes in applicable tax law could result in increases or decreases in the Company’s NAV, which could be material. Such changes could have a material impact on the Company’s NAV and results of operations with respect to the Company’s shareholders in the period it is recorded, even though the shareholders at such time might not have held shares in the Company at the time the deferred tax asset or liability had been established.
The Company’s policy is to classify interest and penalties associated with underpayment of federal and state income taxes, if any, as income tax expense on its Statement of Operations. As of December 31, 2020, the Company did not have any interest or penalties associated with the underpayment of any income taxes.
79
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements - continued
DECEMBER 31, 2021
The Company files income tax returns in the U.S. federal jurisdiction and California. The Company has reviewed all major jurisdictions and concluded that there is no significant impact on the Company’s net assets and no tax liability resulting from unrecognized tax benefits relating to uncertain tax positions expected to be taken on its tax returns. Furthermore, management of the Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next 12 months.
As of December 31, 2021, the Company had net operating loss carryforwards for federal and state of income tax purposes of $935,449, which may be carried forward indefinitely.
As of December 31, 2021, the Company had net capital loss carryforwards for federal and state income tax purposes, which may be carried forward for 5 years, as follows:
EXPIRATION DATE |
AMOUNT |
|||
12/31/24 |
$ | 14,230,073 | ||
12/31/25 |
7,516,642 | |||
Total |
$ | 21,746,715 | ||
NOTE 8. INVESTMENT TRANSACTIONS
Investment transactions (excluding short-term investments) were as follows for the year ended December 31, 2021.
PURCHASES AND SALES |
||||
Purchases of investment securities |
$ | 17,350,000 | ||
Proceeds from sales and maturities of investment securities |
$ | 16,104,357 |
NOTE 9. SHARE BUYBACKS
SHARE BUYBACKS. On April 26, 2016, the Board of Directors of the Fund approved a discretionary share repurchase plan (the “Plan”). Pursuant to the Plan, the Fund was authorized to purchase in the open market up to $2 million worth of its common stock. The Plan allowed the Fund to acquire its own shares at certain thresholds below its NAV per share, in accordance with the guidelines specified in Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The intent of the Plan was to increase NAV per share and thereby enhance shareholder value. The Fund completed the repurchase plan in September 2016, having repurchased and retired a total of 272,008 shares of stock, at a total cost of approximately $2 million.
On November 10, 2017, the Board of Directors of the Fund approved a discretionary share purchase plan (the “Plan”). Pursuant to the Plan, the Fund was authorized to purchase in the open market up to $2 million worth of its common stock. The Plan allowed the Fund to acquire its own shares in accordance with the guidelines specified in Rule 10b-18 of the Exchange Act. The intent of the Plan was to increase NAV per share and thereby enhance shareholder value. As of December 31, 2017, the Fund had repurchased and retired 128,551 shares of stock at a total cost of approximately $1.1 million. The Fund had 7,302,146 shares outstanding as of December 31, 2017.
80
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements - continued
DECEMBER 31, 2021
On August 31, 2018, the Fund announced a plan to repurchase up to $2 million worth of SVVC stock in the open market by March 31, 2019. The Fund completed this open market repurchase plan on October 24, 2018. Through that date, the Fund repurchased 123,376 shares at an average price of $16.21 per share, for total consideration of $2.0 million. As of December 31, 2018, the Fund had 7,178,770 shares outstanding.
TENDER OFFERS. On December 22, 2014, pursuant to our agreement with a shareholder, the Fund commenced a tender offer to purchase up to $20 million of its issued and outstanding common shares for cash at a price per share equal to 95% of the Company’s NAV per share determined as of the close of ordinary trading on the NASDAQ Global Market on December 31, 2014 ($23.2702 per share). The tender offer, which expired on January 22, 2015 at 12:00 midnight, New York City time, was oversubscribed. Because the number of shares tendered exceeded the maximum amount of its offer, the Fund purchased shares from tendering shareholders on a pro-rata basis based on the number of shares properly tendered. Of the 5,044,728 shares properly tendered, the Fund purchased 859,468 shares of common stock pursuant to the tender offer.
On December 16, 2019, the Fund announced the commencement of a “modified Dutch auction” tender offer to purchase up to $2 million of its common stock at a price per share not less than $6.00 and not greater than $8.00, in $0.10 increments. The tender offer expired on February 14, 2020, and resulted in the purchase by the Fund of 285,714 shares of common stock at a price of $7.00 per share. As of March 31, 2020, the Fund had 6,893,056 shares outstanding.
NOTE 10. INVESTMENTS IN AFFILIATES AND CONTROLLED INVESTMENTS
Under the 1940 Act, the Company is required to identify investments where it owns greater than 5% (but less than 25%) of the portfolio company’s outstanding voting shares as an affiliate of the Company. Also, under the 1940 Act, the Company is required to identify investments where it owns greater than 25% of the portfolio company’s outstanding voting shares as a controlled investment of the Company. A summary of the Company’s investments in affiliates and controlled investments for the period from December 31, 2020, through December 31, 2021, is noted below:
AFFILIATE/CONTROLLED |
VALUE AT |
PURCHASES/ |
INTEREST |
SALES/ |
REALIZED |
CHANGE IN |
VALUE |
SHARES |
||||||||||||||||||||||||
EQX Capital, Inc. Common Stock* |
$ | 27,440 | $ | — | $ | — | $ | — | $ | — | $ | 4,050 | $ | 31,490 | 100,000 | |||||||||||||||||
EQX, Inc. Preferred Stock - Series A* |
2,177,560 | — | — | (500,000 | ) | — | 220,860 | 1,898,420 | 2,300,000 | |||||||||||||||||||||||
Hera Systems, Inc. Series C Preferred* |
75,260 | — | — | — | — | 11,130 | 86,390 | 2,650,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Series A Preferred* |
11,291 | — | — | — | — | (2,914 | ) | 8,377 | 3,642,324 | |||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
500,000 | — | 82,877 | — | — | — | 500,000 | 500,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
500,000 | — | 76,710 | — | — | — | 500,000 | 500,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
250,000 | — | 27,347 | — | — | — | 250,000 | 250,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
40,000 | — | 4,334 | — | — | — | 40,000 | 40,000 | ||||||||||||||||||||||||
81
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements - continued
DECEMBER 31, 2021
AFFILIATE/CONTROLLED |
VALUE AT |
PURCHASES/ |
INTEREST |
SALES/ |
REALIZED |
CHANGE IN |
VALUE |
SHARES |
||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
$ | 20,000 | $ | — | $ | 2,150 | $ | — | $ | — | $ | — | $ | 20,000 | 20,000 | |||||||||||||||||
Hera Systems, Inc. Convertible Note* |
200,000 | — | 21,342 | — | — | — | 200,000 | 200,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
220,000 | — | 23,223 | — | — | — | 220,000 | 220,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
150,000 | — | 15,686 | — | — | — | 150,000 | 150,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
250,000 | — | 25,946 | — | — | — | 250,000 | 250,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
250,000 | — | 25,664 | — | — | — | 250,000 | 250,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
250,000 | — | 25,425 | — | — | — | 250,000 | 250,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
— | 50,000 | 4,722 | — | — | — | 50,000 | 50,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
— | 150,000 | 13,292 | — | — | — | 150,000 | 150,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
— | 150,000 | 11,750 | — | — | — | 150,000 | 150,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
— | 150,000 | 10,375 | — | — | — | 150,000 | 150,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
— | 150,000 | 9,250 | — | — | — | 150,000 | 150,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
— | 200,000 | 10,333 | — | — | — | 200,000 | 200,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
— | 150,000 | 6,625 | — | — | — | 150,000 | 150,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
— | 150,000 | 5,333 | — | — | — | 150,000 | 150,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
— | 150,000 | 3,667 | — | — | — | 150,000 | 150,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
— | 150,000 | 2,958 | — | — | — | 150,000 | 150,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
— | 150,000 | 1,375 | — | — | — | 150,000 | 150,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
— | 150,000 | 167 | — | — | — | 150,000 | 150,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Series B Preferred* |
199,913 | — | — | — | — | 29,566 | 229,479 | 7,039,203 | ||||||||||||||||||||||||
Hera Systems, Inc. Series B Warrants* |
19,789 | — | — | — | — | 2,996 | 22,785 | 700,000 | ||||||||||||||||||||||||
82
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements - continued
DECEMBER 31, 2021
AFFILIATE/CONTROLLED |
VALUE AT |
PURCHASES/ |
INTEREST |
SALES/ |
REALIZED |
CHANGE IN |
VALUE |
SHARES |
||||||||||||||||||||||||
Hera Systems, Inc. Series B Warrants* |
$ | 175,696 | $ | — | $ | — | $ | — | $ | — | $ | 26,600 | $ | 202,296 | 6,214,922 | |||||||||||||||||
Hera Systems, Inc. Series B Warrants* |
346,307 | — | — | — | — | 52,431 | 398,738 | 12,250,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Series B Warrants* |
148,418 | — | — | — | — | 22,470 | 170,888 | 5,250,000 | ||||||||||||||||||||||||
IntraOp Medical Corp. Series C Preferred* |
4,976,452 | — | — | — | — | (4,306,390 | ) | 670,062 | 26,856,187 | |||||||||||||||||||||||
IntraOp Medical Corp. Convertible Note* |
1,300,000 | — | 240,279 | — | — | — | 1,300,000 | 1,300,000 | ||||||||||||||||||||||||
IntraOp Medical Corp. Convertible Note* |
500,000 | — | 88,550 | — | — | — | 500,000 | 500,000 | ||||||||||||||||||||||||
IntraOp Medical Corp. Convertible Note* |
500,000 | — | 89,188 | — | — | — | 500,000 | 500,000 | ||||||||||||||||||||||||
IntraOp Medical Corp. Convertible Note* |
1,000,000 | — | 168,986 | — | — | — | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||
IntraOp Medical Corp. Convertible Note* |
500,000 | — | 83,661 | — | — | — | 500,000 | 500,000 | ||||||||||||||||||||||||
IntraOp Medical Corp. Convertible Note* |
400,000 | — | 65,844 | — | — | — | 400,000 | 400,000 | ||||||||||||||||||||||||
IntraOp Medical Corp. Convertible Note* |
500,000 | — | 79,747 | — | — | — | 500,000 | 500,000 | ||||||||||||||||||||||||
IntraOp Medical Corp. Convertible Note* |
750,000 | — | 118,279 | — | — | — | 750,000 | 750,000 | ||||||||||||||||||||||||
IntraOp Medical Corp. Convertible Note* |
— | 1,000,000 | 105,249 | — | — | — | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||
IntraOp Medical Corp. Convertible Note* |
— | 500,000 | 421 | — | — | — | 500,000 | 500,000 | ||||||||||||||||||||||||
IntraOp Medical Corp. Convertible Note* |
— | 500,000 | 34,726 | — | — | — | 500,000 | 500,000 | ||||||||||||||||||||||||
83
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements - continued
DECEMBER 31, 2021
AFFILIATE/CONTROLLED |
VALUE AT |
PURCHASES/ |
INTEREST |
SALES/ |
REALIZED |
CHANGE IN |
VALUE |
SHARES |
||||||||||||||||||||||||
IntraOp Medical Corp. Convertible Note* |
$ | — | $ | 500,000 | $ | 20,753 | $ | — | $ | — | $ | — | $ | 500,000 | 500,000 | |||||||||||||||||
IntraOp Medical Corp. Convertible Note* |
— | 500,000 | 17,877 | — | — | — | 500,000 | 500,000 | ||||||||||||||||||||||||
IntraOp Medical Corp. Convertible Note* |
— | 1,000,000 | 29,178 | — | — | — | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||
IntraOp Medical Corp. Convertible Note* |
— | 500,000 | 10,274 | — | — | — | 500,000 | 500,000 | ||||||||||||||||||||||||
IntraOp Medical Corp. Convertible Note* |
— | 500,000 | 6,781 | — | — | — | 500,000 | 500,000 | ||||||||||||||||||||||||
IntraOp Medical Corp. Term Note* |
3,000,000 | — | 240,003 | — | — | — | 3,000,000 | 3,000,000 | ||||||||||||||||||||||||
IntraOp Medical Corp. Term Note* |
2,000,000 | — | 160,000 | — | — | — | 2,000,000 | 2,000,000 | ||||||||||||||||||||||||
IntraOp Medical Corp. Convertible Note* |
10,961,129 | — | 2,175,191 | — | — | — | 10,961,129 | 10,961,129 | ||||||||||||||||||||||||
Pivotal Systems CDI (1)* |
22,530,347 | — | — | (15,604,355 | ) | 11,753,038 | (9,391,259 | ) | 9,287,771 | 14,589,506 | ||||||||||||||||||||||
Revasum, Inc. CDI (1)* |
12,637,451 | 13,512,264 | — | — | — | 8,829,373 | 21,466,824 | 46,834,340 | ||||||||||||||||||||||||
Silicon Genesis Corp., Common Stock * |
369 | — | — | — | — | (92 | ) | 277 | 921,892 | |||||||||||||||||||||||
Silicon Genesis Corp., Common Warrants* |
6 | — | — | — | — | (3 | ) | 3 | 37,982 | |||||||||||||||||||||||
Silicon Genesis Corp., Common Warrants* |
100 | — | — | — | — | (100 | ) | — | — | |||||||||||||||||||||||
Silicon Genesis Corp., Common Warrants* |
60 | — | — | — | — | (60 | ) | — | — | |||||||||||||||||||||||
Silicon Genesis Corp., Series 1-C Preferred* |
3,325 | — | — | — | — | (1,335 | ) | 1,990 | 82,914 | |||||||||||||||||||||||
84
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements - continued
DECEMBER 31, 2021
AFFILIATE/CONTROLLED |
VALUE AT |
PURCHASES/ |
INTEREST |
SALES/ |
REALIZED |
CHANGE IN |
VALUE |
SHARES |
||||||||||||||||||||||||
Silicon Genesis Corp., Series 1-D Preferred* |
$ | 8,763 | $ | — | $ | — | $ | — | $ | — | $ | (3,488 | ) | $ | 5,275 | 850,830 | ||||||||||||||||
Silicon Genesis Corp., Series 1-E Preferred* |
567,596 | — | — | — | — | (114,090 | ) | 453,506 | 5,704,480 | |||||||||||||||||||||||
Silicon Genesis Corp., Series 1-F Preferred* |
125,462 | — | — | — | — | (25,275 | ) | 100,187 | 912,453 | |||||||||||||||||||||||
Silicon Genesis Corp., Series 1-G Preferred* |
562,359 | — | — | — | — | (123,153 | ) | 439,206 | 48,370,793 | |||||||||||||||||||||||
Silicon Genesis Corp., Series 1-H Preferred* |
62,762 | — | — | — | — | (12,485 | ) | 50,277 | 837,942 | |||||||||||||||||||||||
SVXR, Inc., Preferred Stock Series A |
5,377,578 | — | — | — | — | (5,377,578 | ) | — | 8,219,454 | |||||||||||||||||||||||
UCT Coatings, Inc.Common Stock |
1,074,300 | — | — | — | — | (460,650 | ) | 613,650 | 1,500,000 | |||||||||||||||||||||||
Wrightspeed, Inc., Common Stock* |
7,643 | — | — | — | — | (6,517 | ) | 1,126 | 69,102 | |||||||||||||||||||||||
Wrightspeed, Inc., Common Stock Warrants* |
12 | — | — | — | — | (12 | ) | — | — | |||||||||||||||||||||||
Wrightspeed, Inc., Convertible Note* |
4,929,015 | — | 682,682 | — | — | — | 4,929,015 | 4,929,015 | ||||||||||||||||||||||||
Wrightspeed, Inc., Convertible Note* |
750,000 | — | 95,569 | — | — | — | 750,000 | 750,000 | ||||||||||||||||||||||||
Wrightspeed, Inc., Convertible Note* |
900,000 | — | 113,625 | — | — | — | 900,000 | 900,000 | ||||||||||||||||||||||||
Wrightspeed, Inc., Convertible Note* |
1,050,000 | — | 131,157 | — | — | — | 1,050,000 | 1,050,000 | ||||||||||||||||||||||||
Wrightspeed, Inc., Convertible Note* |
400,000 | — | 49,494 | — | — | — | 400,000 | 400,000 | ||||||||||||||||||||||||
Wrightspeed, Inc., Convertible Note* |
375,000 | — | 46,187 | — | — | — | 375,000 | 375,000 | ||||||||||||||||||||||||
Wrightspeed, Inc., Convertible Note* |
400,000 | — | 49,007 | — | — | — | 400,000 | 400,000 | ||||||||||||||||||||||||
Wrightspeed, Inc., Convertible Note* |
2,000,000 | — | 244,063 | — | — | — | 2,000,000 | 2,000,000 | ||||||||||||||||||||||||
Wrightspeed, Inc., Convertible Note* |
— | 1,400,000 | 145,600 | — | — | — | 1,400,000 | 1,400,000 | ||||||||||||||||||||||||
85
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements - continued
DECEMBER 31, 2021
AFFILIATE/CONTROLLED |
VALUE AT |
PURCHASES/ |
INTEREST |
SALES/ |
REALIZED |
CHANGE IN |
VALUE |
SHARES |
||||||||||||||||||||||||
Wrightspeed, Inc., Convertible Note* |
$ | — | $ | 1,200,000 | $ | 105,600 | $ | — | $ | — | $ | — | $ | 1,200,000 | 1,200,000 | |||||||||||||||||
Wrightspeed, Inc., Convertible Note* |
— | 1,000,000 | 76,000 | — | — | — | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||
Wrightspeed, Inc., Convertible Note* |
— | 1,000,000 | 64,355 | — | — | — | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||
Wrightspeed, Inc., Convertible Note* |
— | 1,000,000 | 53,000 | — | — | — | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||
Wrightspeed, Inc., Convertible Note* |
— | 1,000,000 | 45,000 | — | — | — | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||
Wrightspeed, Inc., Convertible Note* |
— | 300,000 | 10,100 | — | — | — | 300,000 | 300,000 | ||||||||||||||||||||||||
Wrightspeed, Inc., Convertible Note* |
— | 700,000 | 20,533 | — | — | — | 700,000 | 700,000 | ||||||||||||||||||||||||
Wrightspeed, Inc., Convertible Note* |
— | 1,000,000 | 24,333 | — | — | — | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||
Wrightspeed, Inc., Convertible Note* |
— | 1,000,000 | 13,000 | — | — | — | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||
Wrightspeed, Inc., Convertible Note* |
— | 1,000,000 | 1,333 | — | — | — | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||
Wrightspeed, Inc., Preferred Stock- Series AA* |
12,720,065 | — | — | — | — | (10,942,997 | ) | 1,777,068 | 60,733,693 | |||||||||||||||||||||||
Wrightspeed, Inc., Preferred Stock Warrants- Series AA* |
91,524 | — | — | — | — | (84,024 | ) | 7,500 | 609,756 | |||||||||||||||||||||||
Total Affiliates and Controlled Investments |
$ | 98,772,992 | $ | 6,116,176 | $ | 11,753,038 | $ | (21,652,946 | ) | $ | 90,118,729 | |||||||||||||||||||||
Total Affiliates |
6,451,878 | — | — | (5,838,228 | ) | 613,650 | ||||||||||||||||||||||||||
Total Controlled Investments |
$ | 92,321,114 | $ | 6,116,176 | $ | 11,753,038 | $ | (15,814,718 | ) | $ | 89,505,079 | |||||||||||||||||||||
|
* |
Controlled investments. |
|
(1) |
CDI CHESS Depositary Interests |
As of December 31, 2021, Kevin Landis represented the Company and sat on the board of directors of Hera Systems, Inc.; IntraOp Medical, Inc.; Pivotal Systems, Inc.; Revasum, Inc.; Silicon Genesis Corp.; and Wrightspeed, Inc. Serving on boards of directors of portfolio companies may cause conflicts of interest. The Adviser has adopted various procedures to ensure that the Company will not be unfavorably affected by these potential conflicts.
86
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements - continued
DECEMBER 31, 2021
Unconsolidated Significant Subsidiaries
Our investments are generally in small companies in a variety of industries. In accordance with Rules 3-09 and 4-08(g) of Regulation S-X (“Rule 3-09” and “Rule 4-08(g),” respectively), we must determine which of our unconsolidated controlled portfolio companies are considered “significant subsidiaries,” if any. In evaluating these investments, there are three tests utilized to determine if any of our controlled investments are considered significant subsidiaries: the investment test, the asset test, and the income test. Rule 3-09 requires separate audited financial statements of an unconsolidated majority-owned subsidiary in an annual report if any of the three tests exceeds 20%. Rule 4-08(g) requires summarized financial information in an annual report if any of the three tests exceeds 10% and summarized financial information in a quarterly report if any of the three tests exceeds 20%.
As of December 31, 2021, our investments in Revasum, Inc. (“Revasum”), IntraOp Medical Corp. (“IntraOp”) and Wrightspeed, Inc. exceeded the 20% threshold in at least one of the tests under Rule 3-09. Accordingly, we are attaching the audited financial statements of Revasum, IntraOp and Wrightspeed to Form 10-K.
As of December 31, 2021, none of our investments exceeded the 10% threshold in at least one of the three tests under Rule 4-08(g). Accordingly, no summarized financial information is presented below.
AFFILIATE/CONTROLLED |
VALUE AT |
PURCHASES/ |
INTEREST |
SALES/ |
REALIZED |
CHANGE IN |
VALUE |
SHARES |
||||||||||||||||||||||||
EQX Capital, Inc. Common Stock* |
$ | 28,990 | $ | — | $ | — | $ | — | $ | — | $ | (1,550 | ) | $ | 27,440 | 100,000 | ||||||||||||||||
EQX, Inc. Preferred Stock - Series A* |
2,490,880 | — | — | (400,000 | ) | — | 86,680 | 2,177,560 | 2,800,000 | |||||||||||||||||||||||
Hera Systems, Inc. Series C Preferred* |
476,400 | 250,000 | — | — | — | (651,140 | ) | 75,260 | 2,650,000 | |||||||||||||||||||||||
Hera Systems, Inc. Series A Preferred* |
247,314 | — | — | — | — | (236,023 | ) | 11,291 | 3,642,324 | |||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
500,000 | — | 50,833 | — | — | — | 500,000 | 500,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
500,000 | — | 50,833 | — | — | — | 500,000 | 500,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
— | 250,000 | 19,722 | — | — | — | 250,000 | 250,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
— | 40,000 | 2,744 | — | — | — | 40,000 | 40,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
— | 20,000 | 1,206 | — | — | — | 20,000 | 20,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
— | 200,000 | 10,500 | — | — | — | 200,000 | 200,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
— | 220,000 | 9,044 | — | — | — | 220,000 | 220,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
— | 150,000 | 4,708 | — | — | — | 150,000 | 150,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
— | 250,000 | 5,903 | — | — | — | 250,000 | 250,000 | ||||||||||||||||||||||||
87
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements - continued
DECEMBER 31, 2021
AFFILIATE/CONTROLLED |
VALUE AT |
PURCHASES/ |
INTEREST |
SALES/ |
REALIZED |
CHANGE IN |
VALUE |
SHARES |
||||||||||||||||||||||||
Hera Systems, Inc. Convertible Note* |
$ | — | $ | 250,000 | $ | 3,125 | $ | — | $ | — | $ | — | $ | 250,000 | 250,000 | |||||||||||||||||
Hera Systems, Inc. Convertible Note* |
— | 250,000 | 764 | — | — | — | 250,000 | 250,000 | ||||||||||||||||||||||||
Hera Systems, Inc. Series B Preferred* |
1,397,282 | — | — | — | — | (1,197,369 | ) | 199,913 | 7,039,203 | |||||||||||||||||||||||
Hera Systems, Inc. Series B Warrants* |
138,908 | — | — | — | — | (119,119 | ) | 19,789 | 700,000 | |||||||||||||||||||||||
Hera Systems, Inc. Series B Warrants* |
1,233,289 | — | — | — | — | (1,057,593 | ) | 175,696 | 6,214,922 | |||||||||||||||||||||||
Hera Systems, Inc. Series B Warrants* |
2,430,890 | — | — | — | — | (2,084,583 | ) | 346,307 | 12,250,000 | |||||||||||||||||||||||
Hera Systems, Inc. Series B Warrants* |
1,041,810 | — | — | — | — | (893,392 | ) | 148,418 | 5,250,000 | |||||||||||||||||||||||
IntraOp Medical Corp. Series C Preferred* |
702,826 | — | — | — | — | 4,273,626 | 4,976,452 | 26,856,187 | ||||||||||||||||||||||||
IntraOp Medical Corp. Convertible Note* |
1,300,000 | — | 209,436 | — | — | — | 1,300,000 | 1,300,000 | ||||||||||||||||||||||||
IntraOp Medical Corp. Convertible Note* |
500,000 | — | 77,184 | — | — | — | 500,000 | 500,000 | ||||||||||||||||||||||||
IntraOp Medical Corp. Convertible Note* |
500,000 | — | 77,740 | — | — | — | 500,000 | 500,000 | ||||||||||||||||||||||||
IntraOp Medical Corp. Convertible Note* |
— | 1,000,000 | 127,038 | — | — | — | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||
IntraOp Medical Corp. Convertible Note* |
— | 500,000 | 57,969 | — | — | — | 500,000 | 500,000 | ||||||||||||||||||||||||
IntraOp Medical Corp. Convertible Note* |
— | 400,000 | 39,139 | — | — | — | 400,000 | 400,000 | ||||||||||||||||||||||||
IntraOp Medical Corp. Convertible Note* |
— | 500,000 | 31,644 | — | — | — | 500,000 | 500,000 | ||||||||||||||||||||||||
IntraOp Medical Corp. Convertible Note* |
— | 750,000 | 38,852 | — | — | — | 750,000 | 750,000 | ||||||||||||||||||||||||
88
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements - continued
DECEMBER 31, 2021
AFFILIATE/CONTROLLED |
VALUE AT |
PURCHASES/ |
INTEREST |
SALES/ |
REALIZED |
CHANGE IN |
VALUE |
SHARES |
||||||||||||||||||||||||
IntraOp Medical Corp. Term Note* |
$ | 3,000,000 | $ | — | $ | 240,660 | $ | — | $ | — | $ | — | $ | 3,000,000 | 3,000,000 | |||||||||||||||||
IntraOp Medical Corp. Term Note* |
2,000,000 | — | 160,438 | — | — | — | 2,000,000 | 2,000,000 | ||||||||||||||||||||||||
IntraOp Medical Corp. Convertible Note* |
10,961,129 | — | 1,896,754 | — | — | — | 10,961,129 | 10,961,129 | ||||||||||||||||||||||||
Pivotal Systems CDI *(1) |
41,670,037 | 9,508,558 | — | (20,192,692 | ) | 2,250,766 | (10,706,322 | ) | 22,530,347 | 31,089,506 | ||||||||||||||||||||||
Revasum, Common Stock* |
19,173,339 | — | — | — | — | (6,535,888 | ) | 12,637,451 | 46,834,340 | |||||||||||||||||||||||
Silicon Genesis Corp., Common Stock * |
645 | — | — | — | — | (276 | ) | 369 | 921,892 | |||||||||||||||||||||||
Silicon Genesis Corp., Common Warrants* |
11 | — | — | — | — | (5 | ) | 6 | 37,982 | |||||||||||||||||||||||
Silicon Genesis Corp., Common Warrants* |
2,000 | — | — | — | — | (1,900 | ) | 100 | 5,000,000 | |||||||||||||||||||||||
Silicon Genesis Corp., Common Warrants* |
1,200 | — | — | — | — | (1,140 | ) | 60 | 3,000,000 | |||||||||||||||||||||||
Silicon Genesis Corp., Series 1-C Preferred* |
5,157 | — | — | — | — | (1,832 | ) | 3,325 | 82,914 | |||||||||||||||||||||||
Silicon Genesis Corp., Series 1-D Preferred* |
13,699 | — | — | — | — | (4,936 | ) | 8,763 | 850,830 | |||||||||||||||||||||||
Silicon Genesis Corp., Series 1-E Preferred* |
645,177 | — | — | — | — | (77,581 | ) | 567,596 | 5,704,480 | |||||||||||||||||||||||
Silicon Genesis Corp., Series 1-F Preferred* |
142,434 | — | — | — | — | (16,972 | ) | 125,462 | 912,453 | |||||||||||||||||||||||
Silicon Genesis Corp., Series 1-G Preferred* |
651,458 | — | — | — | — | (89,099 | ) | 562,359 | 48,370,793 | |||||||||||||||||||||||
Silicon Genesis Corp., Series 1-H Preferred* |
71,309 | — | — | — | — | (8,547 | ) | 62,762 | 837,942 | |||||||||||||||||||||||
SVXR, Inc., Preferred Stock Series A |
4,881,123 | — | — | — | — | 496,455 | 5,377,578 | 8,219,454 | ||||||||||||||||||||||||
89
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements - continued
DECEMBER 31, 2021
AFFILIATE/CONTROLLED |
VALUE AT |
PURCHASES/ |
INTEREST |
SALES/ |
REALIZED |
CHANGE IN |
VALUE |
SHARES |
||||||||||||||||||||||||
Telepathy Investors, Inc. Convertible Note* |
$ | — | $ | — | $ | (101,203 | ) | $ | (1 | ) | $ | (1,999,999 | ) | $ | 2,000,000 | $ | — | — | ||||||||||||||
Telepathy Investors, Inc. Convertible Note* |
— | — | (15,180 | ) | (1 | ) | (299,999 | ) | 300,000 | — | — | |||||||||||||||||||||
Telepathy Investors, Inc. Convertible Note* |
— | — | (7,590 | ) | (1 | ) | (149,999 | ) | 150,000 | — | — | |||||||||||||||||||||
Telepathy Investors, Inc. Convertible Note* |
— | — | (25,301 | ) | (1 | ) | (499,999 | ) | 500,000 | — | — | |||||||||||||||||||||
Telepathy Investors, Inc. Convertible Note* |
— | — | (15,180 | ) | (1 | ) | (299,999 | ) | 300,000 | — | — | |||||||||||||||||||||
Telepathy Investors, Inc. Convertible Note* |
— | — | (25,301 | ) | (1 | ) | (499,999 | ) | 500,000 | — | — | |||||||||||||||||||||
Telepathy Investors, Inc. Convertible Note* |
— | — | (10,120 | ) | (1 | ) | (199,999 | ) | 200,000 | — | — | |||||||||||||||||||||
Telepathy Inc. Preferred Stock Series A* |
— | — | — | (109,993 | ) | (3,890,007 | ) | 4,000,000 | — | — | ||||||||||||||||||||||
UCT Coatings, Inc.Common Stock |
834,150 | — | — | — | — | 240,150 | 1,074,300 | 1,500,000 | ||||||||||||||||||||||||
Wrightspeed, Inc., Common Stock* |
3,980 | — | — | — | — | 3,663 | 7,643 | 69,102 | ||||||||||||||||||||||||
Wrightspeed, Inc., Common Stock Warrants* |
— | — | — | — | — | 12 | 12 | 181 | ||||||||||||||||||||||||
Wrightspeed, Inc., Convertible Note* |
4,929,015 | — | 601,340 | — | — | — | 4,929,015 | 4,929,015 | ||||||||||||||||||||||||
Wrightspeed, Inc., Convertible Note* |
— | 750,000 | 35,500 | — | — | — | 750,000 | 750,000 | ||||||||||||||||||||||||
Wrightspeed, Inc., Convertible Note* |
— | 900,000 | 33,900 | — | — | — | 900,000 | 900,000 | ||||||||||||||||||||||||
Wrightspeed, Inc., Convertible Note* |
— | 1,050,000 | 28,000 | — | — | — | 1,050,000 | 1,050,000 | ||||||||||||||||||||||||
Wrightspeed, Inc., Convertible Note* |
— | 400,000 | 6,800 | — | — | — | 400,000 | 400,000 | ||||||||||||||||||||||||
Wrightspeed, Inc., Convertible Note* |
— | 375,000 | 4,625 | — | — | — | 375,000 | 375,000 | ||||||||||||||||||||||||
90
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements - continued
DECEMBER 31, 2021
AFFILIATE/CONTROLLED |
VALUE AT |
PURCHASES/ |
INTEREST |
SALES/ |
REALIZED |
CHANGE IN |
VALUE |
SHARES |
||||||||||||||||||||||||
Wrightspeed, Inc., Convertible Note* |
$ | — | $ | 400,000 | $ | 2,800 | $ | — | $ | — | $ | — | $ | 400,000 | 400,000 | |||||||||||||||||
Wrightspeed, Inc., Convertible Note* |
— | 2,000,000 | 6,000 | — | — | — | 2,000,000 | 2,000,000 | ||||||||||||||||||||||||
Wrightspeed, Inc., Preferred Stock- Series AA* |
10,625,710 | 3,859,999 | — | — | — | (1,765,644 | ) | 12,720,065 | 60,733,693 | |||||||||||||||||||||||
Wrightspeed, Inc., Preferred Stock Warrants- Series AA* |
90,242 | — | — | — | — | 1,282 | 91,524 | 609,756 | ||||||||||||||||||||||||
Total Affiliates and Controlled Investments |
$ | 113,190,404 | $ | 3,635,326 | $ | (5,589,234 | ) | $ | (12,399,043 | ) | $ | 98,772,992 | ||||||||||||||||||||
Total Affiliates |
5,715,273 | — | — | 736,605 | 6,451,878 | |||||||||||||||||||||||||||
Total Controlled Investments |
$ | 107,475,131 | $ | 3,635,326 | $ | (5,589,234 | ) | $ | (13,135,648 | ) | $ | 92,321,114 | ||||||||||||||||||||
|
* |
Controlled Investments. |
|
(1) |
CDI CHESS Depositary Interests |
NOTE 11. COVID-19 RISKS
In early 2020, an outbreak of a novel strain of coronavirus (COVID-19) emerged globally. This coronavirus has resulted in closing international borders, enhanced health screenings, healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, as well as general public concern and uncertainty. The impact of this outbreak has negatively affected the worldwide economy, as well as the economies of individual countries, the financial health of individual companies and the market in general in significant and unforeseen ways. The future impact of COVID-19 is currently unknown, and it may exacerbate other risks that apply to the Company, including political, social and economic risks. Any such impact could adversely affect the Company’s performance, the performance of the securities in which the Company invests and may lead to losses on your investment in the Company. The ultimate impact of COVID-19 on the financial performance of the Company’s investments is not reasonably estimable at this time.
NOTE 12. SUBSEQUENT EVENTS
Management has evaluated the impact of all subsequent events on the Company through the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.
91
Item 9. Changes In And Disagreements With Accountants On Accounting And Financial Disclosure
None
Item 9A. Controls and Procedures
DISCLOSURE CONTROLS AND PROCEDURES
Our Chief Executive Officer and Chief Financial Officer performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of December 31, 2021, and, based on that evaluation, have concluded that the disclosure controls and procedures are effective.
REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and financial officer, or persons performing similar functions, and effected by our Board of Directors, management, and other personnel, 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 and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.
Our management evaluated as of December 31, 2021, the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2021. Our independent registered public accounting firm, Tait, Weller & Baker LLP, issued a report on the effectiveness of our internal control over financial reporting as of December 31, 2021, which appears on page 40 herein.
INHERENT LIMITATIONS OF EFFECTIVENESS OF CONTROLS
Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
92
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that occurred during our fourth quarter ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
None
Item 10. Directors, Executives Officers And Corporate Governance
Information required by this item will be contained in the Company’s proxy statement to be filed with the SEC, in connection with the Company’s annual meeting of shareholders to be held in 2022 (the “2022 Proxy Statement”), which information is incorporated herein by reference.
The Company has adopted a code of ethics that applies to the Company’s chief executive officer, a copy of which is posted on our website http://www.firsthandtvf.com.
Our CEO certifies the accuracy of the financial statements contained in our periodic reports, and so certified in this Form 10-K through the filing of Section 302 certifications as exhibits to this Form 10-K.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s officers and directors, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file with the Securities and Exchange Commission and the Nasdaq Stock Market reports of ownership of the Company’s securities and changes in reported ownership. Officers, directors and greater than ten percent shareholders are required by SEC rules to furnish the Company with copies of all Section 16(a) reports they file.
Based solely on a review of the reports furnished to the Company, or written representations from reporting persons that all reportable transaction were reported, the Company believes that during the fiscal year ended December 31, 2021, the Company’s officers, directors and greater than ten percent owners timely filed all reports they were required to file under Section 16(a).
Item 11. Executive Compensation
Information required by this item will be contained in the 2022 Proxy Statement, which information is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by this item will be contained in the 2022 Proxy Statement, which information is incorporated herein by reference.
93
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information required by this item will be contained in the 2022 Proxy Statement, which information is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
Information required by this item will be contained in the 2022 Proxy Statement, which information is incorporated herein by reference.
Item 15. Exhibits, Financial Statements Schedules
1. Financial Statements
The following financial statements of the Company are filed as part of this report:
AUDITED FINANCIAL STATEMENTS |
|
Report of Independent Registered Public Accounting Firm |
40 |
Statement of Assets and Liabilities as of December 31, 2021 |
43 |
Schedule of Investments as of December 31, 2021 |
44 |
Statement of Operations as of December 31, 2021 |
58 |
Statement of Cash Flows as of December 31, 2021 |
59 |
Statement of Changes in Net Assets as of December 31, 2021 |
60 |
Financial Highlights |
61 |
Notes to Financial Statements |
63 |
94
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FIRSTHAND TECHNOLOGY VALUE FUND, INC. |
||
Date: May 16, 2022 |
By: |
|
Kevin Landis President |
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 Company and in the capacities and on the dates indicated.
Signatures |
|
Title |
Date |
|
/s/ Kevin Landis |
Chairman of the Board, Chief Executive Officer, and Chief Financial Officer |
May 16, 2022 |
||
Kevin Landis |
|
|||
|
|
|||
* |
Director |
May 16, 2022 |
||
Greg Burglin |
|
|
||
|
|
|
||
* |
Director |
May 16, 2022 |
||
Kimun Lee |
||||
* |
Director |
May 16, 2022 |
||
Nicholas Petredis |
||||
* |
Director |
May 16, 2022 |
||
Rodney Yee |
* Signed by Kevin Landis pursuant to powers of attorney.
95
EXHIBIT INDEX
Exhibit Number |
Descriptions |
| 3.1 | |
| 10.2 | |
| 24.1 | |
96
Privacy Notice
FIRSTHAND TECHNOLOGY VALUE FUND, INC.
| FACTS | WHAT DOES FIRSTHAND TECHNOLOGY VALUE FUND, INC. DO WITH YOUR PERSONAL INFORMATION? |
| Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do |
| What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ► Social Security number ► Banking information ► Account transactions ► Retirement assets |
| How? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Firsthand Capital management, Inc. chooses to share; and whether you can limit this sharing. |
Reasons we can share your personal information |
Does Firsthand Technology Value Fund, Inc. share? |
Can you limit this sharing? |
For our everyday business purposes—such as to process your transactions, maintain your account(s), respond to court orders and legal investigations |
Yes |
No |
For our marketing purposes—to offer our products and services to you |
No |
N/A |
For joint marketing with other financial companies |
No |
N/A |
For our affiliates’ everyday business purposes—information about your transactions and experiences |
No |
N/A |
For our affiliates’ everyday business purposes—information about your creditworthiness |
No |
N/A |
For our affiliates to market to you |
No |
N/A |
For nonaffiliates to market to you |
No |
N/A |
Who we are |
|
Who is providing this notice? |
Firsthand Technology Value Fund, Inc. is a publicly traded venture capital fund, listed on NASDAQ, that is a business development company under the Investment Company Act of 1940 |
| What we do | |
| How does Firsthand Technology Value Fund, Inc. protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. |
| How does Firsthand Technology Value Fund, Inc. collect my personal information? | We collect your personal information, for example, when you ► open an account or deposit money |
| Why can’t I limit all sharing? | Federal law gives you the right to limit only ► sharing for affiliates’ everyday business purposes—information about your creditworthiness ► affiliates from using your information to market to you ► sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
| Definitions | |
| Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. ► Firsthand Capital Management, Inc. and Firsthand Funds |
| Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies. ► BNY Mellon Investment Servicing (U.S.) Inc. (Transfer Agent for Firsthand Technology Value Fund, Inc. and Firsthand Funds) |
| Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. |
Other important information |
This notice applies to individual consumers who are customers or former customers. This notice replaces all previous notices of our consumer privacy policy, and may be amended at any time. We will keep you informed of changes or amendments as required by law. |
Additional Information for California Residents |
This section supplements the information contained in the other sections of this Privacy Notice and applies solely to clients, visitors, users, and others who reside in the state of California (“consumers” or “you”) and for whom we have data that is subject to the California Consumer Privacy Act of 2018 as may be amended or supplemented from time to time (“CCPA”). This Privacy Notice, including this additional information, is provided to comply with the CCPA and other California privacy laws. Any terms defined in the CCPA have the same meaning when used in this section.
Depending upon how you interact with us, you may have various rights in connection with our processing of your personal information, each of which is explained below.
● Access. You may have the right to confirm with us whether your personal information is processed, and if it is, to request access to that personal information including the categories of personal information processed, the purpose of the processing and the recipients or categories of recipients. We do have to consider the interests of others though, so this is not an absolute right and there are additional exceptions under the CCPA. Also, we are not obligated to respond to more than two access requests for the same individual’s personal information within a 12-month period. ● Deletion. You may have the right to ask us to erase personal information concerning you, except we are not obligated to do so if we need to retain such data in order to comply with a legal obligation or to establish, exercise, or defend legal claims or under other exceptions under the CCPA.
You have a right to receive non-discriminatory treatment for the exercise of the privacy rights conferred by the CCPA.
To exercise one or more of these rights, please contact us as explained below. Please note that we may need to verify your identity before we can fulfill your request.
● You can submit your request by calling us at (800) 331-1710.
When we tell you that we need additional information to verify your identity, you must get us the information within ten (10) calendar days or we may deny your request. We will endeavor to respond to a verified request within 45 days, unless there are grounds for extending our response timeframe by up to an additional 45 days. In the event of an extension, we will explain to you why the extension is necessary. In some cases, your ability to access or delete your personal information will be limited, as required or permitted by applicable law, even when the CCPA applies to the personal information we have for you. |
Certification of Chief Executive Officer
Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a)
I, Kevin Landis, certify that:
| 1. I have reviewed the Annual Report on Form 10-K/A of Firsthand Technology Value Fund, Inc.; |
| 2. Based on my knowledge, this report does not contain any untrue statement or 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 the registrant and have: |
| (a) Designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under our supervision, to ensure 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. |
| 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 registrant's internal control over financial reporting. |
| /s/ Kevin Landis | |
| Name: Kevin Landis | |
| Title: Chief Executive Officer | |
| Dated: May 16, 2022 |
Certification of Chief Financial Officer
Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a)
I, Omar Billawala, certify that:
| 1. I have reviewed the Annual Report on Form 10-K/A of Firsthand Technology Value Fund, Inc.; |
| 2. Based on my knowledge, this report does not contain any untrue statement or 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 the registrant and have: |
| (a) Designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under our supervision, to ensure 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. |
| 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 registrant's internal control over financial reporting. |
| /s/ Omar Billawala | |
| Name: Omar Billawala | |
| Title: Chief Financial Officer | |
| Dated: May 16, 2022 |
Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report on Form 10-K/A of Firsthand Technology Value Fund, Inc. (the “Company”) for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Kevin Landis and Omar Billawala, as Chief Executive Officer and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
(1) The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 134; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Kevin Landis | |
| Name: Kevin Landis | |
| Title: Chief Executive Officer | |
| Dated: May 16, 2022 | |
| /s/ Omar Billawala | |
| Name: Omar Billawala | |
| Title: Chief Financial Officer | |
| Dated: May 16, 2022 |
| To the Board of Directors of Wrightspeed, Inc. Alameda, California |
 |
| Certified | |
| Public | |
| Accountants |
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying financial statements of Wrightspeed, Inc. (the Company), a Delaware Corporation, which comprise the balance sheet as of December 31, 2020, and the related statements of operations, stockholders’ deficit and cash flows for the year then ended, and the related notes to the financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
60 South Market Street, Suite 500 San Jose, California 95113 t 408.279.5566 www.frankrimerman.com
An independent member of Baker Tilly International |
Frank Rimerman + Co. LLP is a member of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. |
-1-
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Wrightspeed, Inc. as of December 31, 2020, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.
 |
San Francisco, California January 5, 2022
-2-
Wrightspeed, Inc.
Balance Sheet
December 31, 2020
ASSETS
| Current Assets | ||||
| Cash and cash equivalents | $ | 2,037,974 | ||
| Prepaid expenses and other current assets | 3,097,344 | |||
| Total current assets | 5,135,318 | |||
| Property and Equipment, net | 1,187,179 | |||
| Total assets | $ | 6,322,497 | ||
LIABILITIES AND STOCKHOLDERS' DEFICIT
| Current Liabilities | ||||
| Accounts payable | $ | 1,298,681 | ||
| Accrued expenses and other current liabilities | 197,951 | |||
| Deferred rent, current | 86,333 | |||
| Government note payable | 726,143 | |||
| Notes payable, net of discount | 16,532,252 | |||
| Total current liabilities | 18,841,360 | |||
| Customer Deposits | 764,895 | |||
| Preferred Stock Warrant Liability | 134,311 | |||
| Deferred Rent | 348,600 | |||
| Commitments and Contingencies (Notes 4, 7, 9 and 11) | ||||
| Stockholders' Deficit | ||||
| Series AA convertible preferred stock, $0.00001 par value | ||||
| (aggregate liquidation preference of $18,408,451) | 641 | |||
| Common stock, $0.00001 par value | 29 | |||
| Additional paid-in capital | 19,310,494 | |||
| Accumulated deficit | (33,077,833 | ) | ||
| Total stockholders' deficit | (13,766,669 | ) | ||
| Total liabilities and stockholders' deficit | $ | 6,322,497 | ||
See Notes to Financial Statements
-3-
Wrightspeed, Inc.
Statement of Operations
December 31, 2020
| Operating Expenses | ||||
| Research and development | $ | 8,204,505 | ||
| Sales and marketing | 232,307 | |||
| General and administrative | 679,097 | |||
| Total operating expenses | 9,115,909 | |||
| Loss from Operations | (9,115,909 | ) | ||
| Interest Expense | (1,225,573 | ) | ||
| Other Income (Expense), net | 42,198 | |||
| Loss before Income Taxes | (10,299,284 | ) | ||
| Income Taxes | (800 | ) | ||
| Net Loss | $ | (10,300,084 | ) | |
See Notes to Financial Statements
-4-
Wrightspeed, Inc.
Statement of Stockholders' Deficit Year Ended December 31, 2020
| Convertible Preferred Stock | Common Stock | Additional Paid-In | Accumulated | Total Stockholders' | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balances, December 31, 2019 | 50,548,305 | $ | 505 | 2,404,944 | $ | 23 | $ | 15,394,257 | $ | (22,777,749 | ) | $ | (7,382,964 | ) | ||||||||||||||
| Issuance of Series AA convertible preferred stock in exchange for cash, net of issuance costs | 13,592,639 | 136 | - | - | 3,841,047 | - | 3,841,183 | |||||||||||||||||||||
| Issuance of common stock upon exercise of stock options | - | - | 602,221 | 6 | 17,611 | - | 17,617 | |||||||||||||||||||||
| Stock-based compensation | - | - | - | - | 57,579 | - | 57,579 | |||||||||||||||||||||
| Net loss | - | - | - | - | - | (10,300,084 | ) | (10,300,084 | ) | |||||||||||||||||||
| Balances, December 31, 2020 | 64,140,944 | $ | 641 | 3,007,165 | $ | 29 | 19,310,494 | $ | (33,077,833 | ) | $ | (13,766,669 | ) | |||||||||||||||
See Notes to Financial Statements
-5-
Wrightspeed, Inc.
Statement of Cash Flows
Year Ended December 31, 2020
| Cash Flows from Operating Activities | ||||
| Net loss | $ | (10,300,084 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Depreciation and amortization | 943,549 | |||
| Non-cash interest expense | 1,220,858 | |||
| Stock-based compensation | 57,579 | |||
| Revaluation of preferred stock warrant liability | (42,826 | ) | ||
| Changes in operating assets and liabilities, net of effects from sale of subsidiaries: | ||||
| Prepaid expenses and other current assets | (181,046 | ) | ||
| Accounts payable | (43,534 | ) | ||
| Accrued expenses and other current liabilities | 79,504 | |||
| Deferred rent | (327,495 | ) | ||
| Net cash used in operating activities | (8,593,495 | ) | ||
| Cash Flows from Investing Activities | ||||
| Purchase of property and equipment | (296,900 | ) | ||
| Net cash used in investing activities | (296,900 | ) | ||
| Cash Flows from Financing Activities | ||||
| Proceeds from note payable, net of issuance costs | 6,249,565 | |||
| Proceeds from govnernment note payable | 721,419 | |||
| Proceeds from the exercise of common stock options | 17,617 | |||
| Proceeds from the issuance of convertible preferred stock, net | 3,841,183 | |||
| Net cash provided by financing activities | 10,829,784 | |||
| Net Increase in Cash and Cash Equivalents | 1,939,389 | |||
| Cash and Cash Equivalents, December 31, 2019 | 98,585 | |||
| Cash and Cash Equivalents, December 31, 2020 | $ | 2,037,974 | ||
| Supplemental Disclosure of Cash Flow Information | ||||
| Cash paid for interest | $ | - | ||
| Cash paid for income taxes | $ | 800 | ||
(continued)
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Wrightspeed, Inc.
Notes to Financial Statements
| 1. | Nature of Business and Management’s Plans Regarding Financing Future Operations |
Nature of Business
Wrightspeed, Inc. (the Company) was incorporated in the state of Delaware in 2005. The Company produces a novel and patented, high-power electric vehicle powertrain with optional onboard power generation to eliminate or substantially reduce the emissions of medium and heavy-duty commercial trucks and busses while increasing their performance, efficiency, and range.
Management’s Plans Regarding Financing of Future Operations
The Company has incurred losses and negative cash flows from operations since inception and has relied on equity and debt financing to sustain operations. At December 31, 2020, the Company had not generated revenue from operations and had an accumulated deficit of $33,077,833. Management expects losses and negative cash flows from operations to continue for the foreseeable future, primarily as a result of continued product development. At December 31, 2020, the Company had $2,037,974 in available cash and cash equivalents. Subsequent to year end (Note 11), the Company raised additional capital totaling $9,600,000 through the issuance of convertible notes payable. Management believes the Company’s additional debt financing in 2021 will allow the Company to continue as a going concern through at least January 5, 2023; however, the Company may be unable to raise additional funding to meet its working capital needs over the longer term.
| 2. | Significant Accounting Policies |
Basis of Presentation:
The financial statements have been prepared on the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America.
Risks and Uncertainties:
The Company is subject to a number of business risks including, but not limited to, competition from other companies entering this industry, the ability to obtain adequate funding, dependence on key employees, and the ability to attract and retain qualified employees.
The global outbreak of the novel coronavirus continues to be an evolving situation. The virus has disrupted much of society, impacted global travel and supply chains, and adversely impacted global commercial activity in most industries. The rapid development and fluidity of this situation precludes any prediction as to its ultimate impact, which may impact the Company’s operating performance in the near term.
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Wrightspeed, Inc.
Notes to Financial Statements
| 2. | Significant Accounting Policies (continued) |
Use of Estimates:
The preparation of financial statement in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts of reported assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition:
The Company has adopted Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (Topic 606) to account for revenue form the future sale of its products. The Company has had no product sales through December 31, 2020. The Company expects to begin selling its powertrains directly to manufacturers in early 2022. The Company may also provide installation services or installation training, as needed.
The Company will determine revenue recognition through the following steps:
| · | Identification of the contract, or contracts, with a customer |
| · | Identification of the performance obligations in the contract |
| · | Determination of the transaction price |
| · | Allocation of the transaction price to the performance obligations in the contract |
| · | Recognition of revenue when, or as, the Company satisfies a performance obligation |
Cost of Revenue:
Cost of revenue will consist of all direct costs and indirect costs to construct the Company’s primary powertrain product, including supplies, parts and manufacturing overhead.
Customer Deposits:
The Company has entered into several long-term and research and development arrangements with customers to develop and install powertrains on specified vehicles. The Company has not delivered on these agreements and, as a result, all customer prepayments have been recorded as customer deposits at December 31, 2020.
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Wrightspeed, Inc.
Notes to Financial Statements
| 2. | Significant Accounting Policies (continued) |
Cash Equivalents:
Cash equivalents include all cash balances and highly liquid investments purchased with a remaining maturity of three months or less.
Concentration of Credit Risk:
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents. The Company maintains a significant portion of its cash and cash equivalents at one financial institution. Deposits exceeded the amount insured by the Federal Deposit Insurance Corporation at December 31, 2020. The Company has not experienced any losses on its cash and cash equivalent deposits through December 31, 2020.
Property and Equipment:
Property and equipment is stated at cost, less accumulated depreciation and amortization. The Company depreciates property and equipment using the straight-line method over their estimated useful lives, generally two to five years. Leasehold improvements are amortized over the shorter of the remaining lease term or the estimated useful life of the asset.
Accounting for Impairment of Long-Lived Assets:
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of their carrying cost amount or fair value less cost to sell. The Company has not recorded an impairment loss through December 31, 2020.
Software Development Costs:
The Company expenses all development costs for internal use software incurred that relate to the planning and post-implementation phases of development. Costs incurred in the development phase, including upgrades and enhancements, if it is probable such expenditures will result in additional functionality, are subject to capitalization and amortization over an estimated useful life. The Company has not capitalized any software development costs related to internal use software as the Company has determined the impact on the financial statements would not be material.
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Wrightspeed, Inc.
Notes to Financial Statements
| 2. | Significant Accounting Policies (continued) |
Research and Development Costs:
Research and development costs are expensed as incurred. Research and development costs consist primarily of supplies, parts, depreciation of equipment and salaries, benefits and allocated overhead attributable to research and development personnel.
Convertible Preferred Stock Warrants:
Freestanding warrants that are either puttable or warrants and are redeemable for shares of convertible preferred stock are classified as liabilities at their fair value (Note 7). The Company’s preferred stock warrants have been measured and recognized at fair value and are subject to re-measurement at each balance sheet date. At the end of each reporting period, the change in fair value during the period is recognized as a component of other income (expense). The Company will continue to adjust the warrant liability for changes in fair value until the earlier of the exercise or expiration of the preferred stock warrants or the completion of a liquidation event, including completion of an initial public offering, at which time the preferred stock warrants will be converted into warrants to purchase common stock, and the warrant liability will be reclassified to additional paid-in capital.
Fair Value Measurement:
In August 2018, the FASB issued Accounting Standards Update (ASU) 2018-13, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements for fair value measurement. The Company adopted ASU 2018-13 on a retrospective basis as of January 1, 2020. The adoption of this accounting guidance resulted in the removal or modification of certain fair value measurement disclosures presented in the Company’s notes to the financial statements.
The Company uses a three-level hierarchy for fair value measurement based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. The three-level hierarchy prioritizes within the measurement of fair value, the use of market-based information over entity-specific information. Fair value focuses on an exit price and is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risk associated within those financial instruments.
The three-level hierarchy for fair value measurement is defined as follows:
Level I: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
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Wrightspeed, Inc.
Notes to Financial Statements
| 2. | Significant Accounting Policies (continued) |
Fair Value Measurement (continued):
Level II: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level III: Inputs to the valuation methodology, which are significant to the fair value measurement, are unobservable.
A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s preferred stock warrant liability has been valued using the Black-Scholes option pricing model and is classified within Level III of the fair value hierarchy at December 31, 2020. The inputs used to determine fair value are summarized in Note 7. The Company recorded a $42,826 gain to other income and expense on the statement of operations related to the re-valuation of its warrant liability in 2020.
Stock-Based Compensation:
In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The main provision of ASU 2018-07 requires the measurement of all share-based equity classified awards be fixed at the grant date. Effective January 1, 2020, the Company adopted the requirements of ASU 2018-07 using the modified retrospective transition method. The effect of applying the new standard did not result in a material adjustment to accumulated deficit at January 1, 2020, as stock-based compensation for nonemployees has not been significant for the Company.
The Company generally grants stock options for a fixed number of shares with an exercise price equal to the fair value of the shares at date of grant. The Company accounts for all stock option grants using the fair value method on the date of issuance and stock-based compensation is recognized as the underlying options vest.
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Wrightspeed, Inc.
Notes to Financial Statements
| 2. | Significant Accounting Policies (continued) |
Income Taxes:
The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on the difference between the financial statement and income tax basis of existing assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred income tax assets and liabilities are recorded net and classified as noncurrent on the balance sheet. A valuation allowance is provided when it is more likely than not that some or all of the deferred income tax assets will not be realized.
The Company periodically reviews its operations and significant income tax positions for uncertainties and areas of judgment in the application of complex tax regulations in several tax jurisdictions and provides a liability for potential income taxes, where applicable.
Recent Accounting Pronouncement Not Yet Effective:
In February 2016, the FASB issued ASC Topic 842, Leases. This standard requires all entities that lease assets with terms of more than twelve months to capitalize the assets and related liabilities on the balance sheet. The standard is effective for the Company as of January 1, 2022 and requires the use of a modified retrospective transition approach for its adoption. The Company is currently evaluating the effect Topic 842 will have on its financial statements and related disclosures. Management expects the assets leased under operating leases with terms greater than twelve months, similar to the leases discussed in Note 9 to the financial statements, will be capitalized together with the related lease obligations upon the adoption of Topic 842.
| 3. | Balance Sheet Detail |
Prepaid Expenses:
Prepaid expenses consists of the following at December 31, 2020:
| Research and development supplies | $ | 2,696,644 | ||
| Prepaid expense, general | 289,390 | |||
| Prepaid insurance | 56,579 | |||
| Prepaid rent | 54,731 | |||
| $ | 3,097,344 |
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Wrightspeed, Inc.
Notes to Financial Statements
| 3. | Balance Sheet Detail (continued) |
Prepaid Expenses (continued):
The Company is in process of completing designs for its powertrain product. Research and development supplies relate to purchased parts that will be used to assemble and perform testing over the Company’s powertrain designs. The Company amortizes research and development supplies to research and development expense on the statement of operations as the underlying supplies are consumed.
Property and Equipment:
Property and equipment consists of the following at December 31, 2020:
| Leasehold improvements | $ | 4,219,210 | ||
| Machinery and equipment | 1,522,011 | |||
| Computer equipment | 144,150 | |||
| 5,885,371 | ||||
| Less accumulated depreciation and amortization | (4,698,192 | ) | ||
| $ | 1,187,179 |
| 4. | Borrowings |
Convertible Notes Payable:
During 2018, 2019 and 2020 the Company raised $14,551,389 through the issuance of convertible notes payable (the Notes). The Notes mature on December 31, 2021 and are convertible upon the Company’s next qualified equity financing resulting in cash proceeds to the Company of at least $20,000,000. The Notes are convertible at 80% of the price paid per security issued under the next qualified round, subject to certain limitations. Outstanding borrowings under the Notes accrue annual interest at the rate of 12-15% per annum. The Company accrued $1,210,611 of interest related to the Notes in 2020. Total outstanding borrowings, including accrued interest, were $16,565,391 at December 31, 2020.
In connection with the Notes, the Company capitalized $38,662 of legal fees associated with issuing the Notes as a debt discount. The Company is amortizing the debt discount over the terms of the Notes. The Company recorded $5,523 of amortization related to the debt discount in 2020 and $33,139 remains unamortized at December 31, 2020.
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Wrightspeed, Inc.
Notes to Financial Statements
| 4. | Borrowings (continued) |
Government Note Payable:
In July 2020, the Company received an unsecured loan for $721,419 (the Note) from the U.S. Small Business Administration (the SBA) Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act. Outstanding borrowings under the Note bear interest at the rate of 1% per annum, with the first six months of interest deferred. Monthly principal and interest payments are required thereafter through July 2022. Proceeds from the Note were restricted to payment of employee salaries, rent and utility costs. Under the terms of the Note, if the Company satisfied certain conditions set forth in the agreement, the SBA could agree to forgive all or a portion of the outstanding borrowings, along with any accrued but unpaid interest ($4,724 of accrued interest at December 31, 2020). In 2020, no portion of the outstanding borrowings was repaid by the Company. The Company believes it has satisfied the requirements necessary for the Note to be forgiven by the SBA and has requested to have all borrowings forgiven. At December 31, 2020, the Note had yet to be forgiven and the related borrowings and accrued interest of $726,143 remained outstanding.
| 5. | Income Taxes |
The Company applies the provisions set forth in FASB ASC Topic 740, Income Taxes, to account for the uncertainty in income taxes.
The Company uses the “more likely than not” criterion for recognizing the tax benefit of uncertain income tax positions and establishing measurement criteria for income tax benefits. The Company has evaluated the impact of these tax positions and believes its income tax filing positions and deductions will be sustained upon examination. Accordingly, no reserve for uncertain income tax positions or related accruals for interest and penalties have been recorded at December 31, 2020. In the event the Company should need to recognize interest and penalties related to unrecognized tax liabilities, this amount will be recorded as an accrued liability and an increase to income tax expense.
Deferred income taxes result from the tax effect of transactions recognized in different periods for financial statement and income tax reporting purposes. The Company’s net deferred income tax assets at December 31, 2020 were approximately $22,468,400, and have been fully offset by a valuation allowance, as their realization is not assured. Deferred income tax assets consist principally of net operating losses and income tax credits, which may be carried forward to offset future income tax liabilities. For federal and state, the Company has net operation loss carryforwards of $67,946,008 and $67,393,768, respectively, at December 31, 2020, which expire beginning in 2030. Additionally, the Company has federal and state business and research and development income tax credits totaling $1,605,674 and $1,588,608, respectively, at December 31, 2020. The federal income tax credits may be carried forward until 2040. The state income tax credits may be carried forward indefinitely.
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Wrightspeed, Inc.
Notes to Financial Statements
| 6. | Capital Stock |
Common Stock:
The Company is authorized to issue 89,532,251 shares of common stock with a par value of $0.00001 per share. At December 31, 2020, the Company had 3,007,165 shares issued and outstanding. The holders of common stock have voting rights equal to one vote per share of common stock held.
The Company allows option holders to exercise unvested options issued under the Company’s stock award plan. Shares received from such early exercises are also subject to a right of repurchase at the issuance price. The Company's repurchase right with respect to these shares lapses as the options vest. At December 31, 2020 the repurchase liability for early exercised stock options was not significant.
Convertible Preferred Stock:
The Company is authorized to issue 65,807,580 shares of convertible preferred stock with a par value of $0.00001 per share. The Company’s Board of Directors has designated all issuable convertible preferred shares as Series AA convertible preferred stock (Series AA). There were 64,140,944 shares of Series AA issued and outstanding at December 31, 2020.
The rights, preferences, privileges and restrictions of Series AA are as follows:
Dividends:
The holders of Series AA are entitled to receive non-cumulative dividends, prior to and in preference to any declaration or payment of dividends on common stock, when and if declared by the Company’s Board of Directors, at an annual rate of $0.03 per share, as adjusted for stock splits, dividends, reclassifications or the like. After payment of preferred stock dividends, any additional dividends will be paid ratably among holders of common stock and Series AA, on an as converted basis. The Company has not declared or paid any dividends through December 31, 2020.
Liquidation:
In the event of any liquidation, dissolution, or winding up of the Company, the holders of Series AA will be entitled to be paid, prior and in preference to any payment or distribution on any share of common stock, an amount equal to $0.2870, as adjusted for any stock dividends, combinations, splits, recapitalizations or the like, plus all declared but unpaid dividends.
After the payment of the full liquidation preference to the holders of Series AA any remaining assets of the Company legally available for distribution will be paid to the holders of common stock, on a pro rata basis.
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Wrightspeed, Inc.
Notes to Financial Statements
| 6. | Capital Stock (continued) |
Convertible Preferred Stock (continued):
Conversion:
At the option of the holder, each share of Series AA will be convertible at any time into such number of fully paid and nonassessable shares of common stock, as is determined by dividing the original issue price for Series AA by the conversion price, at the time of conversion. Conversion is initially set at the original issuance price per share.
Each share of Series AA will automatically be converted into shares of common stock at the then-effective conversion rate immediately upon the closing of an underwritten public offering of common stock under the Securities Act of 1933 sold to the public with a price of at least $16.54 per share (as adjusted for dividends, stock splits, or other recapitalization) and with gross proceeds to the Company of at least $20,000,000.
Voting:
The holders of shares of Preferred Stock are entitled to the number of votes equal to the number of whole shares of common stock into which Series AA is convertible. The holders of Series AA, voting as a separate class, are entitled to elect two members of the Board of Directors. The holders of Series AA and common stock, voting together as a single class on an as-converted basis, are entitled to elect one member of the Board of Directors.
Protective Provisions:
The holders of Series AA have certain protective provisions.
As long as any shares of Series AA remain issued and outstanding, the holders of a majority of the outstanding shares of Series AA must approve any liquidation event, dividend declarations, issuance of new borrowings, any amendments or alterations to the Certificate of Incorporation or Bylaws, and any changes to the authorized number of members of the Board of Directors.
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Wrightspeed, Inc.
Notes to Financial Statements
| 7. | Warrants |
From time to time, the Company has issued warrants to purchase the Company’s common stock in connection with its debt and equity financings. The warrants were immediately exercisable and expire, if not exercised, two years from their respective issuance dates. Warrants to purchase 2,905 shares of the Company’s common stock remain outstanding at December 31, 2020 with a weighted average exercise price of $551 per share. The fair value of these warrants were determined to be insignificant at the time of issuance.
From time to time, the Company has issued warrants to purchase the Company’s convertible preferred stock in connection with its debt and equity financings. At December 31, 2020, warrants to purchase 1,666,391 shares of Series AA for $0.287 per share remain outstanding. The warrants will be exercisable, at the option of the holder, into shares issued under the Company’s next qualified preferred stock financing. Certain provisions of the warrants allow for the number of shares issuable and the exercise price to be adjusted based on the provisions of the next qualified preferred stock financing. As a result, the fair value of the warrants were recorded as preferred stock warrant liability and as financing expenses at their time of issuance. At December 31, 2020, the Company valued the warrants using the Black-Scholes option pricing model with the following weighted average assumptions: contractual life of 2.03 years; no dividends; expected volatility of 50%; and a risk-free interest rate of 0.37%.
| 8. | Equity Incentive Plan |
In 2010, the Company established the 2010 Equity Incentive Plan (the Plan). Under the Plan, incentive stock options may be granted to employees and non-qualified stock options may be granted to employees, officers, directors, and consultants for the purchase of up to 12,170,371 shares of common stock.
Options under the Plan may be outstanding for periods of up to ten years following the grant date. Options issued under the Plan are determined by the Board of Directors and must be priced at no less than the fair value of the shares on the date of the grant provided, however, the exercise price of any option granted to a stockholder owning greater than 10% of the Company’s outstanding capital stock cannot be less than 110% of the fair value of the shares on the date of grant. Fair value is determined by the Board of Directors. Stock options generally vest over a period of four years and expire, if not exercised, 10 years from the date of grant.
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Wrightspeed, Inc.
Notes to Financial Statements
| 8. | Equity Incentive Plan (continued) |
Stock options granted to a stockholder that owns greater than 10% of the Company’s capital stock expire, if not exercised, five years from the date of grant. The fair value of each award in 2020 has been estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: expected life of 6.05 years, risk-free interest rate of 0.27%, expected volatility of 50%, and no dividends during the expected life. Expected volatility is based on historical volatilities of public companies operating in the Company’s industry. The expected life of the options represents the period of time options are expected to be outstanding and is estimated considering vesting terms and employees’ historical exercise and post-vesting employment termination behavior. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant.
Stock-based compensation is allocated on a departmental basis, based on the classification of the option holder or grant recipient. No income tax benefits have been recognized in the consolidated statement of operations for stock-based compensation arrangements and no stock-based compensation has been capitalized at December 31, 2020. Stock-based compensation related to options granted in 2020 was $57,579. Future stock-based compensation for unvested options granted and outstanding at December 31, 2020 is $242,528 to be recognized over the remaining requisite service period of 4.25 years.
Stock option activity under the Plan is as follows:
| Options Outstanding | ||||||||||||
Options Available |
Number of Shares | Weighted- Average Exercise Price | ||||||||||
| Balances, December 31, 201910,106,482 | 5,038,392 | 0.031 | ||||||||||
| Granted | (1,160,000 | ) | 1,160,000 | 0.030 | ||||||||
| Cancelled | 500,001 | (500,001 | ) | 0.030 | ||||||||
| Exercised | - | (602,221 | ) | 0.029 | ||||||||
| Balances, December 31, 2020 | 9,446,483 | 5,096,170 | $ | 0.031 | ||||||||
At December 31, 2020, 1,379,792 options were vested and exercisable with a weighted-average exercise price of $0.31 and weighted-average remaining contractual life of 8.66 years. The total intrinsic value of options exercised in 2020 was not significant.
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Wrightspeed, Inc.
Notes to Financial Statements
| 9. | Commitments and Contingencies |
Leases:
The Company leases its office facilities under non-cancelable operating lease agreements in Alameda, California, which expires in March 2022. The Company has an option to renew its leases for two consecutive five-year renewal periods. Under the terms of the leases, the Company is responsible for certain insurance, property taxes and maintenance expenses. The Company recognizes rent on a straight-line basis over the term of each lease. The difference between required lease payments and rent expense has been recorded as deferred rent. Rent expense was $321,519 in 2020.
Future annual minimum lease payments under the non-cancelable leases are $670,000 and $112,000 for the years ending December 31, 2021 and 2022, respectively.
Indemnification Agreements:
From time to time, in its normal course of business, the Company may indemnify other parties, with which it enters into contractual relationships, including lessors and parties to other transactions with the Company. The Company may agree to hold other parties harmless against specific losses, such as those that could arise from a breach of representation, covenant or third-party infringement claims. It may not be possible to determine the maximum potential amount of liability under such indemnification agreements due to the unique facts and circumstances that are likely to be involved in each particular claim and indemnification provision. Historically, there have been no such indemnification claims. Management believes any future liability arising from these agreements will not have a material effect on the financial statements.
Legal:
The Company may become a party to various litigation matters and disputes considered routine and in the ordinary course of the business. The Company is not aware of any current legal claims at December 31, 2020 and, in the opinion of management, the ultimate disposition of any future claims will not have a material adverse effect on the consolidated financial statements.
| 10. | Employee Benefit Plan |
The Company has a defined contribution 401(k) plan under which employees may contribute a portion of their compensation to the plan, subject to the limitations under the Code. The Company’s contributions to the plan are at the discretion of the Board of Directors. The Company contributed
$63,983 to the plan in 2020.
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Wrightspeed, Inc.
Notes to Financial Statements
| 11. | Subsequent Events |
Convertible Notes Payable Issuance:
From February 2021 through November 2021, the Company raised an additional $9,600,000 through the issuance of convertible notes payable (the Notes) to several of its current investors. The Notes were originally set to mature on December 31, 2021 and are convertible upon the Company’s next qualified equity financing resulting in cash proceeds to the Company of at least $20,000,000. The Notes are convertible at 80% of the price paid per security issued under the next qualified round, subject to certain limitations. Outstanding borrowings under the Notes accrue annual interest at the rate of 12% per annum. If the Company is acquired in an acquisition prior to its next qualified financing the Notes will become repayable at a rate equal to 200% of the outstanding borrowings at that time.
As part of the additional Note raises, the Company amended all its currently outstanding convertible notes to extend their maturities through December 31, 2022.
Operating Lease:
The Company exercised the first of its five-year rental renewal options to extend its non-cancelable operating lease agreement for its Alameda headquarters (Note 9) through March 2027.
Equity Incentive Plan:
In October 2021, the Company amended its equity incentive plan (Note 8) to extend the Plan through October 2031.
Government Funded Loan Payable:
In September 2021, the Company applied for forgiveness for its government note payable (Note 4) of
$726,143.
Subsequent events have been evaluated through (issuance date), which is the date of the financial statement were approved by management and available for issuance. No additional items requiring disclosure in the financial statements have been identified by management.
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INTRAOP MEDICAL CORPORATION
CONSOLIDATED FINANCIAL REPORT
SEPTEMBER 30, 2021
INTRAOP MEDICAL CORPORATION
TABLE OF CONTENTS
| Page | |
| INDEPENDENT AUDITOR’S REPORT | 1-2 |
| CONSOLIDATED FINANCIAL STATEMENTS | |
| Consolidated Balance Sheets | 3 |
| Consolidated Statements of Operations | 4 |
| Consolidated Statements of Stockholders’ Deficit | 5 |
| Consolidated Statements of Cash Flows | 6 |
| Notes to Consolidated Financial Statements | 7-34 |
|
|
INDEPENDENT AUDITOR'S REPORT
Board of Directors
IntraOp Medical Corporation
Report on the Financial Statements
We have audited the accompanying consolidated financial statements of IntraOp Medical Corporation and its subsidiaries (the “Company”), which comprise the consolidated balance sheets as of September 30, 2021 and 2020, the related consolidated statements of operations, stockholders’ deficit and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the “financial statements”).
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
160 West Santa Clara Street, Suite 600, San Jose, CA 95113 T: 408.294.3924 F: 408.295.3925
877.754.4557 |
 |
1
Board of Directors
IntraOp Medical Corporation
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2021 and 2020, and the results of its operations and cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
Emphasis of Matter Regarding Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered operating losses and cash flow deficits from operations which raises substantial doubt about its ability to continue as a going concern. Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.
SingerLewak LLP
April 26, 2022
2
INTRAOP MEDICAL CORPORATION
CONSOLIDATED BALANCE SHEETS
September 30, 2021 and 2020
ASSETS
| 2021 | 2020 | |||||||
| Current assets | ||||||||
Cash and cash equivalents | $ | 4,034,670 | $ | 5,012,677 | ||||
| Accounts receivable | 416,080 | 1,562,507 | ||||||
| Inventories | 1,134,870 | 2,012,654 | ||||||
| Prepaid expenses and other current assets | 563,485 | 487,069 | ||||||
| Total current assets | 6,149,105 | 9,074,907 | ||||||
| Property and equipment, net | 5,393,594 | 3,536,383 | ||||||
| Property leased to others under operating leases | 2,079,153 | 1,606,884 | ||||||
| Restricted cash | 44,190 | 44,168 | ||||||
| Intangible assets, net | 1,382,224 | 2,684,447 | ||||||
| Goodwill | 4,746,994 | 4,746,994 | ||||||
| Total assets | $ | 19,795,260 | $ | 21,693,783 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
| Current liabilities | ||||||||
| Related party notes payable, short-term | $ | 5,000,000 | $ | 5,000,000 | ||||
| Related party convertible promissory notes, net of debt discount, short-term | 18,557,665 | 15,991,501 | ||||||
| Loan payable | - | 493,600 | ||||||
| Capital lease obligation, short-term | 3,781,164 | 1,213,486 | ||||||
| Accounts payable | 1,770,991 | 1,815,677 | ||||||
| Accrued expenses | 7,653,018 | 4,330,508 | ||||||
| Customer deposits | 637,768 | 602,492 | ||||||
| Deferred revenue | 617,718 | 1,035,370 | ||||||
| Deferred profit on sale leaseback, short-term | 963,938 | 668,376 | ||||||
| Derivative liability, short-term | 6,412,484 | 5,007,509 | ||||||
| Deferred rent | 2,957 | 47,237 | ||||||
| Total current liabilities | 45,397,703 | 36,205,756 | ||||||
| Convertible promissory note, net of debt discount, long-term | 2,154,135 | 1,127,464 | ||||||
| Capital lease obligation, long-term | 2,265,653 | 2,482,540 | ||||||
| Deferred profit on sale leaseback, long-term | 1,882,806 | 964,410 | ||||||
| Derivative liability, long-term | 675,000 | 376,233 | ||||||
| Deferred tax liabilities | 105,516 | 92,108 | ||||||
| Total liabilities | 52,480,813 | 41,248,511 | ||||||
| Commitments and Contingencies (Note 9) | ||||||||
| Stockholders' deficit | ||||||||
| Convertible preferred stock, $0.00001 par value: 47,348,161 shares authorized: | ||||||||
| 29,759,583 shares issued and outstanding (liquidation preference of $30,921,113) | 298 | 298 | ||||||
| Common stock, $0.00001 par value: 55,000,000 shares authorized; | ||||||||
| 1,631,462 and 1,450,212 shares issued and outstanding, respectively | 17 | 15 | ||||||
| Additional paid-in capital | 31,576,661 | 31,558,972 | ||||||
| Accumulated deficit | (67,388,605 | ) | (54,279,936 | ) | ||||
| Non-controlling interest in UK joint venture | 3,126,076 | 3,165,923 | ||||||
| Total stockholders' deficit | (32,685,553) | (19,554,728) | ||||||
| Total liabilities and stockholders' deficit | $ | 19,795,260 | $ | 21,693,783 | ||||
See Notes to Financial Statements
3
INTRAOP MEDICAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended September 30, 2021 and 2020
| 2021 | 2020 | |||||||
| Revenues | $ | 7,193,417 | $ | 8,369,397 | ||||
| Cost of revenues | 5,846,320 | 5,823,309 | ||||||
| Gross profit | 1,347,097 | 2,546,088 | ||||||
| Operating expenses | ||||||||
| Research and development | 1,760,924 | 1,940,821 | ||||||
| Sales and marketing | 3,811,432 | 2,963,716 | ||||||
| General and administrative | 4,963,246 | 4,616,142 | ||||||
| Total operating expenses | 10,535,602 | 9,520,679 | ||||||
| Loss from operations | (9,188,505 | ) | (6,974,591 | ) | ||||
| Other income (expense): | ||||||||
| Other income | 25,692 | 287,665 | ||||||
| Profit on sale leaseback | 1,449,057 | 1,636,048 | ||||||
| Change in fair value of derivative liability | (778,742 | ) | (587,705 | ) | ||||
| Payroll Protection Program loan forgiveness | 493,600 | - | ||||||
| Interest expense | (5,135,060 | ) | (4,958,179 | ) | ||||
| Total other expense | (3,945,453 | ) | (3,622,171 | ) | ||||
| Loss before provision for income taxes | (13,133,958 | ) | (10,596,762 | ) | ||||
| Income tax provision | (14,558 | ) | (14,208 | ) | ||||
| Net loss | $ | (13,148,516 | ) | $ | (10,610,970 | ) | ||
| Net (loss) income attributable to non-controlling interest | $ | (39,847 | ) | $ | 14,961 | |||
| Net loss attributable to controlling interest | $ | (13,108,669 | ) | $ | (10,625,931 | ) | ||
See Notes to Financial Statements
4
INTRAOP MEDICAL CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
Years Ended September 30, 2021 and 2020
| Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Non controlling Interest | Total Stockholders' Deficit | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||
| Balance, September 30, 2019 | 29,759,583 | $ | 298 | 1,450,212 | $ | 15 | $ | 31,473,204 | $ | (43,654,005 | ) | $ | 3,150,962 | $ | (9,029,526 | ) | ||||||||||||||||
| Issuance of common stock warrants | - | - | - | - | 82,673 | - | - | 82,673 | ||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | 3,095 | - | - | 3,095 | ||||||||||||||||||||||||
| Net loss | - | - | - | - | - | (10,625,931 | ) | 14,961 | (10,610,970 | ) | ||||||||||||||||||||||
| Balance, September 30, 2020 | 29,759,583 | $ | 298 | 1,450,212 | $ | 15 | $ | 31,558,972 | $ | (54,279,936 | ) | $ | 3,165,923 | $ | (19,554,728 | ) | ||||||||||||||||
| Exercise of stock options | - | - | 181,250 | 2 | 7,242 | - | - | 7,244 | ||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | 10,447 | - | - | 10,447 | ||||||||||||||||||||||||
| Net loss | - | - | - | - | - | (13,108,669 | ) | (39,847 | ) | (13,148,516 | ) | |||||||||||||||||||||
| Balance, September 30, 2021 | 29,759,583 | $ | 298 | 1,631,462 | $ | 17 | $ | 31,576,661 | $ | (67,388,605 | ) | $ | 3,126,076 | $ | (32,685,553 | ) | ||||||||||||||||
See notes to financial statements.
5
INTRAOP MEDICAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended September 30, 2021 and 2020
| 2021 | 2020 | |||||||
Cash flows from operating activities | ||||||||
| Net loss | $ | (13,148,516 | ) | $ | (10,610,970 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | 1,859,224 | 1,629,280 | ||||||
| Amortization of intangible assets | 1,302,223 | 1,445,079 | ||||||
| Payroll Protection Program loan forgiveness | (493,600 | ) | - | |||||
| Stock-based compensation expense | 10,447 | 3,095 | ||||||
| Deferred tax expense | 13,408 | 13,408 | ||||||
| Non-cash interest expense | 817,835 | 1,705,958 | ||||||
| Change in fair value of derivative liability | 778,742 | 587,705 | ||||||
| Changes in operating assets and liabilities Accounts receivable | 1,146,427 | (1,018,623 | ) | |||||
| Other receivable from sale leaseback | - | 235,000 | ||||||
| Inventories | (2,171,877 | ) | 505,054 | |||||
| Prepaid expenses and other current assets | (76,416 | ) | 16,024 | |||||
| Property leased to others under operating leases | - | (384,397 | ) | |||||
| Deferred costs | - | 415,518 | ||||||
| Long-term deposits | - | 30,530 | ||||||
| Accounts payable | (44,686 | ) | (301,252 | ) | ||||
| Accrued expenses | 3,322,510 | 2,381,769 | ||||||
| Customer deposits | 35,276 | 182,492 | ||||||
| Deferred revenue | (417,652 | ) | 13,598 | |||||
| Deferred profit on sale-leaseback | 100,073 | (1,244,075 | ) | |||||
| Deferred rent | (44,280 | ) | (27,122 | ) | ||||
| Net cash used in operating activities | (7,010,862 | ) | (4,421,929 | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | (25,158) | (26,993) | ||||||
| Net cash used in investing activities | (25,158) | (26,993) | ||||||
| Cash flows from financing activities | ||||||||
| Proceeds from related party convertible promissory notes | 2,500,000 | 4,150,000 | ||||||
| Proceeds from loan payable | - | 493,600 | ||||||
| Proceeds from convertible promissory note | 1,200,000 | 1,500,000 | ||||||
| Proceeds from sale-leaseback | 5,500,000 | 3,000,000 | ||||||
| Repayments of capital lease | (3,149,209 | ) | (3,649,308 | ) | ||||
| Proceeds from exercise of stock options | 7,244 | - | ||||||
| Net cash provided by financing activities | 6,058,035 | 5,494,292 | ||||||
| Net increase in cash, cash equivalents and restricted cash | (977,985 | ) | 1,045,370 | |||||
| Cash, cash equivalents and restricted cash, beginning of year | 5,056,845 | 4,011,475 | ||||||
| Cash, cash equivalents and restricted cash, end of year | $ | 4,078,860 | $ | 5,056,845 | ||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for interest | $ | 1,038,919 | $ | 865,651 | ||||
| Cash paid for income taxes | $ | 800 | $ | 800 | ||||
| Supplemental disclosure of non-cash financing activities | ||||||||
Issuance of warrant in connection with sale-leaseback | $ | - | $ | 82,673 | ||||
See notes to financial statements.
6
INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – DESCRIPTION OF BUSINESS
IntraOp Medical Corporation (the “Company”), originally incorporated in Delaware in 2013, is a medical device company providing intraoperative radiation to ailing cancer patients.
IntraOperative Electron Radiation Therapy (“IOERT”) is the administration of radiation while a patient is undergoing cancer surgery. The radiation is delivered as part of the surgical procedure directly to a specified area (i.e. any residual breast tumor), while the surrounding healthy tissue is moved aside, when possible. The IOERT is delivered through a device called Mobetron. Mobetron is the intraoperative device sold by the Company. The Company is subject to a number of risks associated with companies at a similar stage including dependence on insurance companies, dependence on a few customers, competition from substitute services and larger competitors.
In April 2016, the Company established a wholly owned subsidiary, IntraOp Europe GmbH, in Germany.
In December 2018, the Company entered into a joint venture with El Seif Holding UK Limited (El Seif) to form IntraOp UK Ltd (the JV), incorporated in England and Wales. Ownership is 50/50. The initial investment was 4,000,000 Great British Pounds (GBP) of which 1,000,000 was paid by the Company and 3,000,000 was paid by El Seif Holding UK Limited. The JV will be the exclusive distributor of the Company in the UK. The Company evaluated the JV and determined that consolidation of the JV was the proper treatment in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), as the JV qualifies as a Variable Interest Entity (VIE) for which the Company was determined to be the primary beneficiary. In connection with its investment in the JV, the Company recorded a bargain purchase gain of $651,986 representing the difference between its investment amount of 1 million GBP and its 50% share of the equity of the JV at formation. Included in the non-controlling interest of El Seif is a 1 million GBP non-voting interest with priority in liquidation over the common shares. The consolidated financial statements include the financial statements of the joint venture.
7
INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – GOING CONCERN
As shown in the accompanying consolidated financial statements, the Company has suffered operating losses and negative cash flows from operations and as of September 30, 2021, had an accumulated deficit of $67,388,605. The Company is dependent upon continued equity or debt financing to continue as a going concern until such time as it can generate sufficient revenues and cash flows from operations.
Management’s plans in regard to this matter consist principally of securing additional debt or equity funding combined with planned improvements in cash flows from operations through revenue growth and cost controls. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
On March 11, 2020, the World Health Organization declared the COVID-19 outbreak to be a pandemic. The disruption resulting from the COVID-19 pandemic is currently expected to be temporary, but there is considerable uncertainty around the duration and the Company expects this matter may negatively impact its operating results. However, the related financial impact and duration cannot be reasonably estimated at this time.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law and includes changes to the Internal Revenue Code for refundable payroll tax credits, deferment of employer payments for social security tax, net operating loss carryback periods, alternative minimum tax credits, net interest deduction limitations, and depreciation of certain leasehold improvements.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared on an accrual basis in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Reclassifications
Certain prior year amounts have been reclassified in order to conform to the current year presentation. These reclassifications had no effect on the previously reported net loss.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s most significant estimates relate to: (i) the valuation of its common stock, stock options and warrants, (ii) derivative liabilities, (iii) inventory valuation, (iv) accrual for warranty obligations and
(v) the valuation of acquired assets, including goodwill and intangibles.
8
INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Consolidation
The consolidated financial statements include the financial statements of IntraOp Medical Corporation, its wholly owned subsidiary IntraOp Europe GmbH, and the joint venture IntraOp UK Ltd. All significant intercompany transactions and balances have been eliminated in consolidation.
Foreign Currency
The functional currency of IntraOp Europe GmbH and IntraOp UK Ltd is the U.S. Dollar. Foreign currency transaction gains and losses are the result of exchange rate changes on transactions denominated in currencies other than the functional currency. Monetary balances are remeasured at year end exchange rates and non-monetary balances are remeasured at historical exchange rates. Revenues and expenses are translated at the average rates of exchange prevailing during the year. Remeasurement and foreign currency transaction gains/(losses) of
$25,692 and $287,665 for the years ended September 30, 2021 and 2020, respectively, are included in other income (expense), net, in the accompanying consolidated statements of operations.
Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of three (3) months or less from the date of purchase to be cash equivalents. The carrying amount of cash and cash equivalents approximates its fair value.
Restricted Cash
At September 30, 2021 and 2020, the Company had restricted cash of $44,190 and $44,168, respectively, which consisted of cash deposited in a money market account held to secure the Company’s credit card for both years.
Stock-based Compensation
Stock-based compensation cost for stock options is measured at the grant date based on the fair value of the award, determined using the Black-Scholes option pricing model, and is recognized as expense over the applicable vesting period of the stock award using the straight- line method for awards that are expected to vest.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are deposited with federally insured commercial banks and cash balances may be in excess of federal insurance limits. Management believes that the financial risks associated with its cash and cash equivalents are minimal as the Company’s cash deposits are held at creditworthy commercial banks.
9
INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Concentrations of Credit Risk (Continued)
The Company generally does not require collateral or other security in support of accounts receivable and does not charge interest on past due balances. The Company performs ongoing credit evaluations of its customers and maintains an allowance for doubtful accounts to ensure trade receivables are not overstated due to uncollectibility. Allowances are provided for individual accounts receivable when the Company becomes aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy, deterioration in the customer’s operating results or change in financial position. If circumstances related to customers change, estimates of the recoverability of receivables are further adjusted. The Company also considers broader factors in evaluating the sufficiency of its allowances for doubtful accounts, including the length of time receivables are past due, macroeconomic conditions, significant one-time events and historical experience. The Company charges off uncollectible accounts receivable once all efforts to collect have been exhausted. As of September 30, 2021 and 2020, there was no allowance for doubtful accounts.
The Company’s product revenues consist principally of Mobetron systems and related service and maintenance sold principally to hospitals and doctors’ offices, throughout the United States, Europe, Middle East and Southeast Asia.
Accounts receivable from four customers totaled approximately 24%, 21%, 18% and 13% of total accounts receivable at September 30, 2021. Sales to three customers accounted for approximately 21%, 19% and 13% of total revenues for the year ended September 30, 2021.
Accounts receivable from two customers totaled approximately 45% and 20% of total accounts receivable at September 30, 2020. Sales to four customers accounted for approximately 15%, 14%, 14% and 11% of total revenues for the year ended September 30, 2020.
Inventories
Inventories are stated at the lower of cost or net realizable value, using a standard cost method. The Company periodically reviews its inventories for potential slow-moving or obsolete items and writes down specific items to net realizable value as appropriate. During 2021 and 2020, the Company had zero write-offs for excess and obsolete items, respectively.
Property and Equipment
Property and equipment are stated at historical cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, generally two to seven years. Leasehold improvements are amortized using the straight- line method over the shorter of the estimated useful lives of the assets or the term of the leases. Upon retirement or sale, the cost of assets disposed, and the related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss. Expenditures for repairs and maintenance are charged to expense as incurred.
10
INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Property and Equipment (Continued)
The Company leases its equipment to certain customers. The costs related to this leased equipment are deferred and as the residual value of the equipment exceeds the cost no depreciation has been recorded. The leased equipment is included in property leased to others under operating leases in the consolidated balance sheets.
Accounting for Impairment of Long-lived Assets
Long-lived assets, such as property and equipment, leased assets and intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the carrying amount of an asset exceeds estimated future net cash flows associated with the asset, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. No such impairments have been identified during the years ended September 30, 2021 and 2020.
Intangible Assets
Intangible assets with finite lives are amortized to expense over their useful lives of seven to ten years. The Company’s identified intangible assets consist of developed technology, customer relationships and trade name which are being amortized using the straight-line method.
Goodwill
Goodwill is not amortized but is tested for impairment on an annual basis or earlier if events occur or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. No such impairments have been identified to date.
Research and Development
Research and development costs are charged to operations as incurred.
Income Taxes
The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of assets and liabilities. In addition, deferred tax assets are recorded for the future benefit of utilizing net operating loss and tax credit carryovers. Deferred tax assets and liabilities are measured using the enacted tax rates applied to taxable income. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided against the Company’s deferred income tax assets when it is more likely than not that the asset will not be realized.
11
INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes (Continued)
Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, the Company considers all available evidence, including past operating results, estimates of future taxable income and the feasibility of tax planning strategies. In the event that the Company changes its determination as to the amount of deferred tax assets that is more likely than not to be realized, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.
The Company follows authoritative guidance regarding uncertain tax positions. This guidance requires that realization of an uncertain income tax position must be more likely than not (i.e., greater than 50% likelihood of receiving a benefit) before it can be recognized in the financial statements. The guidance further prescribes the benefit to be realized assumes a review by tax authorities having all relevant information and applying current conventions. The guidance also prescribes the financial statement classification of tax related penalties and interest and sets forth disclosures regarding unrecognized tax benefits. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021 and 2020. The Company has not identified any material uncertain tax positions.
Fair Value Measurement
The Company determines the fair value of financial assets and liabilities using the fair value hierarchy established in the accounting standards.
The hierarchy describes three levels of inputs that may be used to measure fair value, as follows:
Level 1 –Observable inputs that reflect quoted prices in active markets for identical assets and liabilities.
Level 2 –Includes other inputs that are directly or indirectly observable in the marketplace.
Level 3 –Unobservable inputs that are supported by little or no market activity.
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s only financial asset carried at fair value in these financial statements is the bifurcated embedded conversion derivative liability. The fair value is based upon Level 3 inputs.
A schedule of the activity for the derivative liability and discussion of the valuation approach and assumptions is included in Note 5.
12
INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue Recognition
The Company recognizes revenue through the application of the following the five steps:
(1) Identification of the contract with a customer, which is typically a purchase order or signed agreement;
(2) Identification of the performance obligations in the contract;
(3) Determination of the transition price;
(4) Allocation of the transaction price to the performance obligations; and
(5) Recognition of revenue when (or as) each performance obligation is satisfied.
Below are the typical performance obligations and their revenue recognition method.
Sales of Mobetron systems and accessories are recognized at a point in time, upon delivery of the products. System sales are typically invoiced 20% upfront, 70% upon delivery and 10% within a couple weeks of delivery.
Maintenance and service contracts are typically invoiced annually or quarterly and recognized over time, ratably over the term of the contract. Amounts invoiced in advance of revenue recognition are recorded as deferred revenue in the accompanying consolidated balance sheets.
Customer deposits are recorded as a liability and recognized as revenue upon delivery of the product.
Rental revenue for leased Mobetron systems is typically invoiced quarterly or monthly and is recognized over time, ratably over the lease term.
During the years ended September 30, 2021 and 2020, the Company recognized the following:
| 2021 | 2020 | |||||||
| Point in time revenue recognized | $ | 4,300,164 | $ | 5,002,580 | ||||
| Over time revenue recognized | 2,893,253 | 3,366,817 | ||||||
| Total revenue recognized | $ | 7,193,417 | $ | 8,369,397 | ||||
13
INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Warranty
The warranty periods for the Company’s products are generally one year from the date of shipment. The Company is responsible for warranty obligations arising from its sales and provides for an estimate of its warranty obligation at the time of sale. Management estimates and provides a reserve for warranty upon sale of a new system based upon historical warranty repair expenses on the Company’s installed base. The warranty accrual is included in accrued expenses in the accompanying consolidated balance sheets.
Advertising
The Company expenses the costs of advertising, including promotional expenses, as incurred. Advertising expense for the years ended September 30, 2021 and 2020 was not material.
Sales Taxes
Sales taxes collected from customers and remitted to governmental authorities are not included in revenue.
Recent Accounting Pronouncements
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. The guidance in this update supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities in the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for annual periods beginning after December 15, 2021, including interim periods within those fiscal year. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements, with certain practical expedients available. Management is currently evaluating the new standard.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which creates a new credit impairment standard for financial assets measured at amortized cost and available-for-sale debt securities. The ASU requires financial assets measured at amortized cost (including loans, trade receivables and held-to-maturity debt securities) to be presented at the net amount expected to be collected, through an allowance for credit losses that are expected to occur over the remaining life of the asset, rather than incurred losses. The ASU requires that credit losses on available-for-sale debt securities be presented as an allowance rather than as a direct write-down. The measurement of credit losses for newly recognized financial assets (other than certain purchased assets) and subsequent changes in the allowance for credit losses are recorded in the statement of income as the amounts expected to be collected change. The ASU is effective for fiscal years beginning after December 15, 2022. Early adoption is permitted. Management is currently evaluating the new standard.
14
INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements (Continued)
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. This ASU removes, modifies and adds certain disclosure requirements of ASC Topic 820. The ASU is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management adopted this standard effective October 1, 2020 and the impact of adoption was not significant to the consolidated financial statements.
In October 2021, the FASB issued ASU 2021-07, Compensation – Stock Compensation (Topic 718): Determining the Current Price of an Underlying Share for Equity-Classified Share-Based Awards, which will allow nonpublic entities that issue equity-classified share-based awards to elect a practical expedient to determine the current price input of equity-classified share-based awards issued to both employees and nonemployees using the reasonable application of a reasonable valuation method. The practical expedient describes the characteristics of the reasonable application of a reasonable valuation method including (1) the date on which a valuation’s reasonableness is evaluated, (2) the factors that a reasonable valuation should consider, (3) the scope of information that a reasonable valuation should consider, and (4) the criteria that should be met for the use of a previously calculated value to be considered reasonable. The same characteristics are used in the regulations of the U.S. Department of the Treasury related to Section 409A of the U.S. Internal Revenue Code (the Treasury Regulations) to describe the reasonable application of a reasonable valuation method for income tax purposes. A reasonable valuation performed in accordance with the Treasury Regulations is an example of a way to achieve the practical expedient. The practical expedient in this Update is effective prospectively for all qualifying awards granted or modified during fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early application, including application in an interim period, is permitted for financial statements that have not yet been issued or made available for issuance as of October 25, 2021. Management is currently evaluating the new standard.
NOTE 4 – SIGNIFICANT BALANCE SHEET COMPONENTS
|
Inventories Inventories consisted of the following at September 30,: |
||
| 2021 | 2020 | |||||||
| Raw materials | $ | 184,441 | $ | 1,093,923 | ||||
| Work in process | 346,339 | 422,607 | ||||||
| Finished goods | 392,559 | - | ||||||
| Software | 211,531 | 496,124 | ||||||
| Total | $ | 1,134,870 | $ | 2,012,654 | ||||
15
INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – SIGNIFICANT BALANCE SHEET COMPONENTS (Continued)
Property and Equipment
Property and equipment consisted of the following at September 30,:
| 2021 | 2020 | |||||||
| Computers and equipment | $ | 280,770 | $ | 261,086 | ||||
| Furniture and fixtures | 60,363 | 60,363 | ||||||
| Leased equipment | 7,635,000 | 5,135,000 | ||||||
| 7,976,133 | 5,456,449 | |||||||
| Less accumulated depreciation | (2,582,539 | ) | (1,920,066 | ) | ||||
| Property and equipment, net | $ | 5,393,594 | $ | 3,536,383 | ||||
Property leased to others under operating leases totaled $2,079,153 and $1,606,884 at September 30, 2021 and 2020, respectively. At September 30, 2021 and 2020, there were three and two leased Mobetron systems.
During 2021, the Company leased three systems to customers and recognized $435,663 rental income. Under the terms of one agreement, the lessee pays monthly rental fees of $30,000 for a two-year term. Under the terms of another agreement, the lessee pays monthly rental fees of $30,100 for a one-year term, however during the year, the Company issued credit memos totaling $180,600, reversing rental income due to the special circumstances related to the COVID-19 pandemic. Under the terms of another agreement, the lessee pays quarterly rental fees of 36,299 Euro.
During 2020, the Company leased two systems to customers and recognized $420,200 rental income. Under the terms of one agreement, the lessee pays monthly rental fees of $30,000 for a two-year term. Under the terms of another agreement, the lessee pays monthly rental fees of $30,100 for a one-year term, however during the year, the Company issued a credit memo totaled $60,200, reversing rental income due to the special circumstances related to the COVID-19 pandemic.
16
INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – SIGNIFICANT BALANCE SHEET COMPONENTS (Continued)
Intangible Assets
The gross amount of intangible assets and related amortization were as follows as of September 30, 2021:
| Gross Carrying Amount | Estimated Useful Life (Years) | Accumulated Amortization |
Carrying Value | |||||||||||||
| Developed technology | $ | 11,000,000 | 9 | $ | 9,777,776 | $ | 1,222,224 | |||||||||
| Customer relationships | 1,000,000 | 7 | 1,000,000 | - | ||||||||||||
| Trade name | 800,000 | 10 | 640,000 | 160,000 | ||||||||||||
| $ | 12,800,000 | $ | 11,417,776 | $ | 1,382,224 | |||||||||||
The gross amount of intangible assets and related amortization were as follows as of September 30, 2020:
Gross Amount | Estimated (Years) |
Accumulated Amortization |
Carrying Value | |||||||||||||
| Developed technology | $ | 11,000,000 | 9 | $ | 8,555,553 | $ | 2,444,447 | |||||||||
| Customer relationships | 1,000,000 | 7 | 1,000,000 | - | ||||||||||||
| Trade name | 800,000 | 10 | 560,000 | 240,000 | ||||||||||||
| $ | 12,800,000 | $ | 10,115,553 | $ | 2,684,447 | |||||||||||
Future amortization expense for these assets is as follows:
For the Years Ending September 30, | ||||||
| 2022 | 1,302,222 | |||||
| 2023 | 80,002 | |||||
| Total | $ | 1,382,224 | ||||
17
INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – SIGNIFICANT BALANCE SHEET COMPONENTS (Continued)
|
Accrued Expenses Accrued expenses consisted of the following at September 30,: |
||
| 2021 | 2020 | |||||||
| Employee related liabilities | $ | 257,389 | $ | 260,785 | ||||
| Warranty accrual | 180,000 | 180,000 | ||||||
| Accrued interest | 6,758,034 | 3,663,230 | ||||||
| Other accrued liabilities | 457,595 | 226,493 | ||||||
| Accrued expenses | $ | 7,653,018 | $ | 4,330,508 | ||||
NOTE 5 – FINANCING ARRANGEMENTS
Related Party Notes Payable
In February 2014, the Company issued a $3,000,000 secured promissory note payable to an investor with an annual interest rate of 8%. This investor holds a majority of the outstanding convertible preferred stock of the Company. As amended, principal and interest payments were due in February 2020. In February 2017, the Company issued an additional $2,000,000 secured promissory note payable to the same investor with an annual interest rate of 8% that originally matured in February 2020. These notes require interest-only payments until the maturity date. In February 2020, the maturity dates for these notes were extended to June 2020. In June 2020, the maturity date was extended to December 2020. In December 2020, the maturity date was extended to December 2021. In November 2021, the maturity date was further extended to December 2022. The balance of the notes at September 30, 2021 and 2020 was $5,000,000 for both years. Interest expense for the years ended September 30, 2021 and 2020 was $400,000 for both years.
Related Party Convertible Notes Payable
In December 2018, all previously outstanding convertible notes payable were consolidated into one convertible promissory note with a principal balance of $10,961,129. In July 2019, the Company issued another convertible promissory note of $1,300,000.
During the year ended September 30, 2021, the Company issued the following additional convertible promissory notes:
| April 2021 | $ | 1,000,000 | ||||
| June 2021 | 500,000 | |||||
| July 2021 | 500,000 | |||||
| September 2021 | 500,000 | |||||
| Total | $ | 2,500,000 |
18
INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – FINANCING ARRANGEMENTS (Continued)
Related Party Convertible Notes Payable (Continued)
These convertible promissory notes all have an annual interest rate of 15%. The principal and accrued interest were due in June 2020. In June 2020, the maturity date was extended to December 2020. In December 2020, the maturity date was extended to December 2021. In November 2021, the maturity date was further extended to December 2022. The holder of the note has the option to convert the outstanding principal into the Series A-2 preferred stock or securities to be issued in the next round of financing. If the outstanding balance is converted to shares of Series A-2, the shares would equate to the loan balance divided by the Series A- 2 issue price. If the loan balance is converted into securities from the next round of financing, the number of shares would equate to the outstanding loan balance divided by 80% of the price per share of the next round price.
The principal balance of the convertible promissory notes at September 30, 2021 and 2020 was $18,911,129 and $16,411,129, respectively. Interest expense for the years ended September 30, 2021 and 2020 was $4,392,923 and $2,345,887, respectively.
The conversion feature in these notes is being accounted for as a derivative liability (and a related debt discount which is being amortized to interest expense over the term of the notes) and was revalued at the expected settlement value at each reporting period. Activity for the derivative liability is as follows:
| Value at September 30, 2019 | $ | 3,383,537 | ||
| Additional notes | 1,037,500 | |||
| Change in value | 586,472 | |||
| Value at September 30, 2020 | 5,007,509 | |||
| Additional notes | 625,000 | |||
| Change in value | 779,975 | |||
| Value at September 30, 2021 | $ | 6,412,484 |
The derivative liability is being measured at fair value which is based upon the expected future settlement amount based upon the expected predominate settlement mechanism in the convertible notes, which is conversion into a qualified financing at a 20% discount. Given the short time to maturity of the convertible notes payable, the Company has not discounted the estimated future settlement amounts.
All of the related party notes are secured by a first priority security interest on all assets including cash, intangibles, fixed assets, inventory and accounts receivable.
19
INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – FINANCING ARRANGEMENTS (Continued)
Convertible Promissory Note
In September 2020, the Company issued a $1,500,0000 convertible promissory note at an annual interest rate of 10% with a maturity date of September 18, 2025. The note is secured by a Mobetron system. The holder of the note has the option to convert the outstanding principal into securities to be issued in the next round of financing, where the number of shares would equate to the outstanding loan balance divided by 80% of the price per share of the next round price.
In November 2020, the Company issued a $1,200,0000 convertible promissory note at an annual interest rate of 10% with a maturity date of November 18, 2025. The note is secured by a Mobetron system. The holder of the note has the option to convert the outstanding principal into securities to be issued in the next round of financing, where the number of shares would equate to the outstanding loan balance divided by 80% of the price per share of the next round price.
The conversion feature in these notes is accounted for as a derivative liability (and a related debt discount which is being amortized to interest expense over the term of the notes) and is revalued at the expected settlement value at each reporting period. Activity for the derivative liability is as follows:
| At issuance | $ | 375,000 | ||
| Change in value | 1,232 | |||
| Value at September 30, 2020 | 376,232 | |||
| Additional note | 300,000 | |||
| Change in value | (1,232 | ) | ||
| Value at September 30, 2021 | $ | 675,000 |
Loan payable
In April 2020, the Company received a Payroll Protection Program (“PPP”) loan for $493,600. In January 2021, the loan was forgiven in full.
Capital Leases/Sale Leasebacks
The Company enters into sale leaseback agreements to sell units of its equipment and then leases back the equipment. A summary of capital lease/sale leaseback transactions are as follows:
20
INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – FINANCING ARRANGEMENTS (Continued)
Capital Leases/Sale Leasebacks (Continued)
| Date Entered | Amount | Term | Interest Rate |
Monthly Lease Payments |
Warrants Issued | Date Repurchased |
| June 2018 | $1,500,000 |
60 months |
15% | $30,000 |
750,000 shares of common stock at an exercise price of $0.40 per share which expires in September 2025, of which 375,000 were immediately vested and 375,000 vests over a 60-month term |
N/A |
| March 2019 | $1,500,000 |
36 months |
10% | $42,475 |
562,500 shares of common stock at an exercise price of $0.40 per share which expires in March 2026 |
June 2019 and November 2019 |
| April 2019 | $750,000 |
36 months |
10% | $21,238 | September 2020 | |
| June 2019 | $1,500,000 |
36 months |
10% | $42,475 |
187,500 shares of common stock at an exercise price of $0.40 per share which expires in June 2026 |
October 2020 and June 2021 |
| September 2019 | $635,000 |
36 months |
10% | $17,981 |
157,750 shares of common stock at an exercise price of $0.40 per share which expires in September 2026 |
N/A |
|
October 2019 |
$750,000 |
36 months |
10% | $21,238 | N/A | May 2020 |
21
INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – FINANCING ARRANGEMENTS (Continued)
Capital Leases/Sale Leasebacks (Continued)
| Date Entered | Amount | Term | Interest Rate |
Monthly Lease Payments |
Warrants Issued | Date Repurchased |
|
November 2019 |
$750,000 |
36 months |
10% | $21,238 | N/A | October 2020 |
| December 2019 | $750,000 |
36 months |
10% | $21,238 |
187,500 shares of common stock at an exercise price of $0.4 per share which expires in December 2026 |
January 2021 |
| September 2020 | $750,000 |
42 months |
10% | $21,238 |
187,500 shares of common stock at an exercise price of $0.4 per share which expires in September 2027 |
June 2021 |
| November 2020 | $1,500,000 |
34 months |
10% | $21,238 |
375,000 shares of common stock at an exercise price of $0.4 per share which expires in November 2027 |
N/A |
| August 2021 | $1,500,000 |
42 months |
10% | $21,238 |
375,000 shares of common stock at an exercise price of $0.4 per share which expires in August 2028 |
N/A |
| January 2021 | $2,500,000 |
60 months |
10% |
Interest payments ranging from approximately $19,178 to $21,233 |
N/A | N/A |
22
INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – FINANCING ARRANGEMENTS (Continued)
Capital Leases/Sale Leasebacks (Continued)
Interest expense for all these capital lease/sale leaseback transactions was $609,638 and
$492,722 for the years ended September 30, 2021 and 2020, respectively. Deferred profit activity for all these sale leaseback transactions are as follows:
| Balance at September 30, 2019 | $ | 2,116,444 | ||
| Additions | 1,376,564 | |||
| Adjustments for repurchases | (224,174 | ) | ||
| Profit on sale leaseback | (1,636,048 | ) | ||
| Balance at September 30, 2020 | 1,632,786 | |||
| Additions | 2,957,626 | |||
| Adjustments for repurchases | (294,611 | ) | ||
| Profit on sale leaseback | (1,449,057 | ) | ||
| Balance at September 30, 2021 | $ | 2,846,744 |
Warrants issued in connection with these transactions, which include those immediately vested and those that vest over 60 months, were accounted for as a payment against the lease and recorded to equity. The calculated fair value of the warrants was $129,002 for the March 2019 warrants, $42,370 for the June 2019 warrants, $35,560 for the September 2019 warrants, $42,107 for the December 2019 warrants, $40,566 for the September 2020 warrants, $32 for the November 2020 warrants, and $31 for the August 2021 warrants estimated using the Black- Scholes model with the following assumptions (As the value of the September 2020 and November 2020 warrants were insignificant, they were not recorded):
23
INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – FINANCING ARRANGEMENTS (Continued)
Capital Leases/Sale Leasebacks (Continued)
| March 2019 | June 2019 | September 2019 | December 2019 | September 2020 | ||||||||||||||||
| Expected dividend yield (1) | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||||
| Risk-free interest rate (2) | 2.49 | % | 1.96 | % | 1.65 | % | 1.74 | % | 0.47 | % | ||||||||||
| Expected volatility (3) | 55 | % | 55 | % | 55 | % | 55 | % | 55 | % | ||||||||||
| Expected life (in years) (4) | 7 | 7 | 7 | 7 | 7 | |||||||||||||||
| November 2020 | August 2021 | |||||||
| Expected dividend yield (1) | 0 | % | 0 | % | ||||
| Risk-free interest rate (2) | 1.05 | % | 0.96 | % | ||||
| Expected volatility (3) | 60 | % | 60 | % | ||||
| Expected life (in years) (4) | 7 | 7 | ||||||
| (1) | The Company has no history or expectation of paying cash dividends on its common stock. |
| (2) | The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the awards in effect at the time of grant. |
| (3) | The Company has estimated the expected volatility of its share price based on the share price volatility of similar publicly traded entities. |
| (4) | The expected life represents the contractual term of the warrant. |
24
INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – FINANCING ARRANGEMENTS (Continued)
Capital Leases/Sale Leasebacks (Continued)
Following are the future minimum lease payments for the capital leases as of September 30,:
| 2022 | $ | 1,845,180 | |||
| 2023 | 1,664,374 | ||||
| 2024 | 1,100,190 | ||||
| 2025 | 447,984 | ||||
| 2026 | 2,571,233 | ||||
| Total | $ | 7,628,961 | |||
| Less interest | (1,582,144 | ) | |||
| Total | $ | 6,046,817 | |||
| Less current portion | (3,781,164 | ) | |||
| Capital lease obligation, long term | $ | 2,265,653 |
NOTE 6 – STOCKHOLDERS’ DEFICIT
Common Stock
As of September 30, 2021 and 2020, the Company was authorized to issue 55,000,000 shares of common stock, all with a par value of $0.00001 per share.
Convertible Preferred Stock
The convertible preferred stock as of September 30, 2021 and 2020, consisted of the following:
| Number of Shares Authorized | Number of Shares Issued and Outstanding | Total Liquidation Preference | ||||||||||
| Series C | 30,944,765 | 26,856,187 | $ | 28,017,717 | ||||||||
| Series A-2 | 16,403,396 | 2,903,396 | 2,903,396 | |||||||||
| 47,348,161 | 29,759,583 | $ | 30,921,113 | |||||||||
As of September 30, 2021, the rights and preferences, privileges and restrictions of the Series C and A-2 Convertible Preferred Stock are set forth in the Company’s Amended and Restated Articles of Incorporation and are summarized as follows:
25
INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 – STOCKHOLDERS’ DEFICIT (Continued)
Convertible Preferred Stock (Continued)
Dividends Provisions
The holders of shares of Series C and A-2 Convertible Preferred Stock shall be entitled to receive dividends when, as and if declared by the board of directors, prior and in preference to any declaration or payment of any dividend or distribution on the Common Stock or any other junior equity security of the Company, at the rate of 8% of the original Series C and A-2 base price, adjustable for certain events, such as stock splits and combinations. The Company has not declared dividends to date.
After such dividends to the holders of the Series C and A-2 Convertible Preferred Stock, any additional dividends or distributions shall be distributed among all holders of Common Stock and Convertible Preferred Stock in proportion to the number of shares of Common Stock that would be held by each such holder if all shares of Convertible Preferred Stock were converted to Common Stock at the then effective Conversion Ratio.
Redemption Provisions
The Convertible Preferred Stock is not redeemable at the option of the holder.
Liquidation Preference
In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holders of the Series C Convertible Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of the Series A-2 and Common Stock or other junior equity securities of the Company by reason of their ownership thereof, an amount per share equal to the Series C Issue Price times 1.25 plus all dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon. Holders of Series A-2 are entitled to an amount per share equal to Series A-2 Issue Price plus all dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A-2 and C Convertible Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series A-2 and C Convertible Preferred Stock in proportion to the full preferential amount that each such holder is otherwise entitled to receive.
26
INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 – STOCKHOLDERS’ DEFICIT (Continued)
Convertible Preferred Stock (Continued)
Conversion
Each share of Convertible Preferred Stock shall be convertible at the option of the holder thereof, at any time after the date of issuance of such share, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the outstanding amount of the Original Series C and A-2 Issue Price by the Series C and A-2 conversion price (initially
$0.8436 and $1.00, respectively).
Each share of Series C and A-2 shall be converted into fully-paid, nonassessable shares of Common Stock at the then effective Preferred conversion price immediately prior to the closing of a firm commitment underwritten public offering pursuant to an effective registrant statement filed under the Securities Act of 1933, covering the offer and sale of Common Stock provided that a) the public offering price is at least $4.218 per share of Common Stock, b) the aggregate gross proceeds to the Corporation are not less than $50,000,000 and c) the Common Stock of the Corporation is listed for quotation on the NYSE or NASDAQ stock market.
The conversion price is subject to adjustment for stock splits, recapitalizations, reorganizations and other equity restructuring transactions. Additionally, the conversion price is subject to the adjustment based upon future dilutive issuances at a price less than the Preferred conversion price.
Voting Rights
The holder of each share of Preferred Stock shall have the right to one vote for each share of Common Stock into which such Preferred Stock could be converted on the record date for the vote or consent of stockholders, and, except as otherwise required by law, with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock.
NOTE 7 – STOCK-BASED COMPENSATION
The Company has adopted the 2013 Stock Plan under which it originally reserved 4,350,636 shares for grants of awards. An additional 3,719,364 shares were reserved in May 2016 under the amended plan, bringing the total shares reserved to 8,070,000.
The Option Plan provides for the grant of incentive and non-statutory stock options to employees, nonemployee directors and consultants of the Company. Options granted under the Option Plan generally become exercisable ratably over a four-year period following the date of grant and expire ten years (five years for incentive and non-statutory stock options granted to holders of 10% or more of the voting stock) from the date of grant. At the discretion of the Company’s Board of Directors, certain options may be exercisable immediately at the date of grant but subject to repurchase at their original exercise price in the event of an employee’s termination prior to full vesting. All other options are exercisable only to the extent vested.
27
INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 – STOCK-BASED COMPENSATION (Continued)
The exercise price of both incentive and non-statutory stock options granted under the Option Plan must be at least equal to 100% of the fair value of the Company’s common stock at the date of grant, as determined by the Board of Directors. Incentive and non-statutory stock options granted to stockholders who own greater than 10% of the Company’s outstanding stock at the date of grant must be issued at no less than 110% of the estimated fair value of the common stock on the date of grant.
Stock option activity for the years ended September 30, 2021 and 2020 was as follows:
| Shares | Weighted- average exercise price per share | Weighted- average remaining contractual life (in years) | ||||||||||
| Outstanding at September 30, 2019 | 2,450,000 | $ | 0.40 | 6.82 | ||||||||
| Options granted | - | $ | - | |||||||||
| Options forfeited/cancelled | (68,000 | ) | $ | 0.40 | ||||||||
| Outstanding at September 30, 2020 | 2,382,000 | $ | 0.40 | 5.76 | ||||||||
| Options granted | 2,281,000 | $ | 0.006 | |||||||||
| Options exercised | (181,250 | ) | $ | 0.04 | ||||||||
| Options forfeited/cancelled | (315,000 | ) | $ | 0.006 | ||||||||
| Outstanding at September 30, 2021 | 4,166,750 | $ | 0.006 | 6.89 | ||||||||
| Vested and expected to vest at | ||||||||||||
| September 30, 2021 | 4,166,750 | $ | 0.006 | 6.89 | ||||||||
| Exercisable at September 30, 2021 | 2,644,813 | $ | 0.006 | 5.28 | ||||||||
The weighted-average grant date calculated fair value of options granted during the years ended September 30, 2021 and 2020 was $0.003 and zero, respectively. The total fair value of shares vested during the years ended September 30, 2021 and 2020 was $10,587 and $12,515, respectively. The intrinsic value of options exercised was zero for the year ended September 30, 2021.
During the year ended September 30, 2021, the Company amended substantially all existing option agreements to reduce the exercise price to $0.006 per share. The impact of the option modification was insignificant.
28
INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 – STOCK-BASED COMPENSATION (Continued)
As of September 30, 2021, there was $8,376 of unamortized stock-based compensation cost related to unvested stock options which is expected to be recognized over a weighted average period of 1.36 years.
The calculated fair value option grants were estimated using the Black-Scholes option pricing model with the following weighted-average assumptions for the year ended September 30, 2021:
| Expected dividend yield (1) | 0 | % | ||
| Risk-free interest rate (2) | 1.32 | % | ||
| Expected volatility (3) | 60.00 | % | ||
| Expected life (in years) (4) | 6.125 |
| (1) | The Company has no history or expectation of paying cash dividends on its common stock. |
| (2) | The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the awards in effect at the time of grant. |
| (3) | The Company has estimated the expected volatility of its share price based on the share price volatility of similar publicly traded entities. |
| (4) | The expected life represents the period of time that options granted are expected to be outstanding and was estimated using the simplified method and essentially equates to the weighted average of the vesting term and contractual life of the options. |
NOTE 8 – INCOME TAXES
The provision for income taxes consisted of the following for the years ended September 30,:
| Current: | 2021 | 2020 | ||||||
| Federal | $ | - | $ | - | ||||
| State | 1,150 | 800 | ||||||
| Total current | $ | 1,150 | $ | 800 | ||||
| Deferred: | ||||||||
| Federal | $ | 13,408 | $ | 13,408 | ||||
| State | - | - | ||||||
| Total provision | $ | 14,558 | $ | 14,208 | ||||
29
INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 – INCOME TAXES (Continued)
The components of the net deferred tax assets and liabilities are as follows as of September 30,:
| Deferred tax assets: | 2021 | 2020 | ||||||
| Net operating loss carryforwards | $ | 11,953,883 | $ | 10,346,465 | ||||
| Derivative liability | 1,781,381 | 1,258,204 | ||||||
| Fixed assets and intangibles | 1,172,582 | 850,760 | ||||||
| Stock compensation | 172,533 | 160,426 | ||||||
| Credit carryforwards | 697,449 | 587,148 | ||||||
| Accrued warranty | 45,242 | 42,067 | ||||||
| Accrued compensation | 61,970 | 52,001 | ||||||
| Deferred revenue | 257,527 | 14,022 | ||||||
| Other | 1,256 | 15,021 | ||||||
| Gross deferred tax assets | 16,143,823 | 13,326,114 | ||||||
| Valuation allowance | (15,159,552 | ) | (12,614,934 | ) | ||||
| Net deferred tax assets | 984,271 | 711,180 | ||||||
| Deferred tax liabilities: Goodwill | (631,445 | ) | (512,526 | ) | ||||
| Deferred COGS | (232,303 | ) | (105,630 | ) | ||||
| Debt discount | (226,039 | ) | (185,132 | ) | ||||
| Net deferred tax liabilities | $ | (105,516 | ) | $ | (92,108 | ) | ||
The difference between the provision for income taxes and the income tax determined by applying the federal statutory rate of 21% is principally due to the changes in the valuation allowance. The valuation allowance increased $2,544,618 for the year ended September 30, 2021 and increased
$1,917,325 for the year ended September 30, 2020.
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INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 – INCOME TAXES (Continued)
Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. Accordingly, the deferred tax assets have been offset by a valuation allowance. As of September 30, 2021, the Company had NOL (net operating loss) carryforwards for federal tax purposes totaling $47,898,999 and for state tax purposes totaling $24,728,119. The NOL carryforwards will begin expiring in 2034 for both federal and state purposes for tax years before 2018 and post 2017 federal NOLs can be carried forward indefinitely. At September 30, 2021, the Company also has federal and state research and development tax credit carryforwards of
$382,092 and $382,092, respectively. The federal tax credits will expire starting in 2034, unless previously utilized. The state tax credits do not expire and can be carried forward indefinitely.
Utilization of the NOL and tax credit carryforwards may be subject to a substantial annual limitation due to ownership percentage change limitations that may have occurred or that could occur in the future, as required by the Internal Revenue Code (the “Code”), as well as similar state provisions. In general, an “ownership change” as defined by the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders or public groups. The annual limitation may result in the expiration of the NOL and tax credit carryforwards before utilization.
The Company’s 2014 through 2020 tax years remain open for examination by the federal and state taxing authorities.
NOTE 9 – COMMITMENTS AND CONTINGENCIES
Operating Lease
The Company leases its facilities under a noncancelable operating lease that expires September 2021. In addition to the base rent, the Company is responsible for certain insurance, property tax and maintenance expenses under the terms of the facilities lease. The Company recognizes rent on a straight-line basis over the term of the lease. The difference between required lease payments and straight-line rent expense has been recorded as deferred rent in the accompanying consolidated balance sheets at September 30, 2021 and 2020. Rent expense for years ended September 30, 2021 and 2020 was $515,663 and $506,237, respectively.
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INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 – COMMITMENTS AND CONTINGENCIES (Continued)
Operating Lease (Continued)
Future minimum payments required under the noncancelable operating lease for future years ending September 30 are as follows:
| 2022 | $ | 573,865 | |||
| 2023 | 591,081 | ||||
| 2024 | 608,813 | ||||
| 2025 | 627,078 | ||||
| 2026 | 645,890 | ||||
| Total | $ | 3,046,727 |
Indemnification
In the Company’s sales agreements, the Company typically agrees to indemnify its customers for any expenses or liability resulting from claimed infringements of patents, trademarks or copyrights of third parties. The terms of these indemnification agreements are generally perpetual any time after execution of the agreement. The maximum amount of potential future indemnification is unlimited. To date, the Company has not paid any amounts to settle claims or defend lawsuits.
Litigation
The Company may from time to time become involved in various legal proceedings arising in the ordinary course of business. The unfavorable resolution of any such matters could have a material effect on the Company’s consolidated financial position and results of operations.
NOTE 10 – DEFINED CONTRIBUTION 401(K) PLAN
The Company has a qualified 401(k) plan for all eligible employees. Employees may contribute up to the statutory maximum, which is set by law each year. The Company does not currently match contributions.
NOTE 11 – SUBSEQUENT EVENTS
In October 2021, the Company issued two convertible promissory notes to the related party as disclosed in Note 5, for $1,500,000 total at an annual interest rate of 15% with a maturity date of December 31, 2022. The holder of the note has the option to convert the outstanding principal into securities to be issued in the next round of financing, where the number of shares would equate to the outstanding loan balance divided by 80% of the price per share of the next round price.
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INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 – SUBSEQUENT EVENTS (Continued)
In November 2021, the Company issued two convertible promissory notes to the related party as disclosed in Note 5, for $1,000,000 at an annual interest rate of 15% with a maturity date of December 31, 2022. The holder of the note has the option to convert the outstanding principal into securities to be issued in the next round of financing, where the number of shares would equate to the outstanding loan balance divided by 80% of the price per share of the next round price.
In November 2021, the Company amended the secured convertible promissory notes with the related party as disclosed in Note 5 to extend the maturity dates of all the previously issued secured convertible promissory notes to December 31, 2022.
In November 2021, the Company amended the secured promissory notes with the related party as disclosed in Note 5 to extend the maturity dates of the previously issued secured promissory notes with principal amounts totaling $5,000,000 to December 31, 2022.
In February 2022, the Company issued a convertible promissory note to the related party as disclosed in Note 5, for $200,000 total at an annual interest rate of 15% with a maturity date of December 31, 2022. The holder of the note has the option to convert the outstanding principal into securities to be issued in the next round of financing, where the number of shares would equate to the outstanding loan balance divided by 80% of the price per share of the next round price.
In March 2022, the Company amended the secured promissory notes with the related party as disclosed in Note 5, whereby the Company shall make interest- only payments on a monthly basis through and including March 31, 2022; thereafter, interest shall accrue but shall not be payable until the maturity date.
In December 2021, the Company entered into an additional sale and leaseback agreements with the same third party as disclosed in Note 5 for $750,000. The lease has a term of 42 months, with monthly payments of $21,238. In connection with this, the Company issued a warrant to purchase 375,000 shares of common stock at an exercise price of $0.4 per share which expires in December 2028.
In January 2022, the Company entered into an additional sale and leaseback agreements with the same third party as disclosed in Note 5 for $750,000. The lease has a term of 54 months, with monthly payments of $21,238. In connection with this, the Company issued a warrant to purchase 187,500 shares of common stock at an exercise price of $0.4 per share which expires in January 2029.
In March 2022, the Company entered into an amended and restated lease agreement related to original sale leaseback agreement entered into in January 2021 as disclosed in Note 5, to increase the interest rate from 10% to 12%.
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INTRAOP MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 – SUBSEQUENT EVENTS (Continued)
In November 2021, the Company renewed the noncancelable operating lease for its facilities and extended the term of the lease to September 2026.
The Company evaluated subsequent events through April 26, 2022, the date which the consolidated financial statements were available to be issued.
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