U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the quarterly period of |
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| or |
| | TRANSITION QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number
FIRSTHAND TECHNOLOGY VALUE FUND, INC.
(Exact Name of Registrant as Specified in Charter)
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Telephone Number, Including Area Code: (
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | | OTCQB |
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. ☑
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| ☐ Large Accelerated Filer
☑ | ☐ Accelerated Filer
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at September 30, 2024 |
| Common Stock, $0.001 par value per share | |
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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 | $ | * | $ | * | ||||
| Affiliated investments at acquisition cost | ||||||||
| Controlled investments at acquisition cost | ||||||||
| Total acquisition cost | $ | |||||||
| Unaffiliated investments at market value | $ | * | $ | * | ||||
| Affiliated investments at market value | ||||||||
| Controlled investments at market value | ||||||||
| Total Market value (Note 6) | ** | |||||||
| Foreign currency at value (cost $ and $) | ||||||||
| Receivable for securities sold | ||||||||
| Receivable from dividends and interest | ||||||||
| Other assets | ||||||||
| Total Assets | ||||||||
| LIABILITIES | ||||||||
| Due to Custodian | ||||||||
| Payable to affiliates (Note 4) | ||||||||
| Directors’ fees payable (Note 2) | ||||||||
| Consulting fee payable | ||||||||
| Accrued expenses and other payables | ||||||||
| Total Liabilities | ||||||||
| NET ASSETS | $ | $ | ||||||
| Net Assets consist of: | ||||||||
| Common Stock, par value $ per share shares authorized | $ | $ | ||||||
| Paid-in-capital | ||||||||
| Total distributable earnings (loss) | ( | ) | ( | ) | ||||
| NET ASSETS | $ | $ | ||||||
| Shares of Common Stock outstanding | ||||||||
| Shares of Treasury Stock outstanding | ( | ) | ( | ) | ||||
| Total Shares of Common Stock outstanding | ||||||||
| Net asset value per share (Note 2) | $ | $ | ||||||
| * |
Includes Fidelity Investment Money Market Treasury Portfolio - Class I, which invests primarily in U.S. Treasury securities. The yields as of 09/30/24 and 12/31/23 were 4.83% and 5.23%, 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
Firsthand Technology Value Fund, Inc.
Consolidated Statements of Operations (Unaudited)
| FOR THE THREE MONTHS ENDED | FOR THE NINE MONTHS ENDED | |||||||||||||||
| SEPTEMBER 30, 2024 | SEPTEMBER 30, 2023 | SEPTEMBER 30, 2024 | SEPTEMBER 30, 2023 | |||||||||||||
| INVESTMENT INCOME (LOSS) | ||||||||||||||||
| Unaffiliated interest | $ | $ | $ | $ | ||||||||||||
| Affiliated/controlled interest | ) | |||||||||||||||
| TOTAL INVESTMENT INCOME (LOSS) | ) | |||||||||||||||
| EXPENSES | ||||||||||||||||
| Investment advisory fees (Note 4) | ||||||||||||||||
| Administration fees | ||||||||||||||||
| Custody fees | ( | ) | ||||||||||||||
| Transfer agent fees | ||||||||||||||||
| Registration and filing fees | ( | ) | ||||||||||||||
| Professional fees | ||||||||||||||||
| Printing fees | ( | ) | ||||||||||||||
| Directors' fees | ||||||||||||||||
| Compliance fees | ||||||||||||||||
| Miscellaneous fees | ||||||||||||||||
| TOTAL GROSS EXPENSES | ||||||||||||||||
| Less Waiver and/or reimbursement (Note 4) | ) | ( | ) | ( | ) | ( | ) | |||||||||
| TOTAL NET EXPENSES | ( | ) | ( | ) | ( | ) | ||||||||||
| NET INVESTMENT INCOME/(LOSS) | ( | ) | ||||||||||||||
| Net Realized and Unrealized Gain (Loss) on Investments: | ||||||||||||||||
| Net realized gains (losses) from security transactions on: | ||||||||||||||||
| Affiliated/controlled | ) | ) | ) | ) | ||||||||||||
| Foreign currency | ||||||||||||||||
| Net realized gains (losses) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net change in unrealized appreciation (depreciation) on: | ||||||||||||||||
| Affiliated/controlled investments and foreign currency | ) | ) | ||||||||||||||
| Affiliated/controlled warrants investments (1) | ( | ) | ( | ) | ( | ) | ||||||||||
| Net change in unrealized appreciation (depreciation) | ( | ) | ( | ) | ||||||||||||
| Net Realized and Unrealized Gain (Loss) on Investments | ( | ) | ( | ) | ( | ) | ||||||||||
| Net Increase (Decrease) In Net Assets Resulting From Operations | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Net Increase (Decrease) In Net Assets Per Share Resulting From Operations (2) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| (1) |
Primary exposure is equity risk. |
| (2) |
Per share results are calculated based on weighted average shares outstanding for each period. |
See accompanying notes to financial statements
Firsthand Technology Value Fund, Inc.
Consolidated Statements of Cash Flows (Unaudited)
| FOR THE THREE | FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 | FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 | FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 | |||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||||||
| Net increase (decrease) in Net Assets resulting from operations | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Adjustments to reconcile net increase (decrease) in Net Assets derived from operations to net cash provided by (used in) operating activities | ||||||||||||||||
| Purchases of investments | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Proceeds from disposition of investments | ||||||||||||||||
| Net purchases/sales from short-term investments | ( | ) | ( | ) | ||||||||||||
| Increase (decrease) in dividends, interest, and reclaims receivable | ( | ) | ( | ) | ||||||||||||
| Increase (decrease) in due to Custodian | ||||||||||||||||
| Increase (decrease) in receivable in investment sold | ( | ) | ( | ) | ||||||||||||
| Increase (decrease) in payable to affiliates | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Increase (decrease) in other assets | ( | ) | ( | ) | ||||||||||||
| Increase (decrease) in accrued expenses and other payables | ( | ) | ( | ) | ||||||||||||
| Net realized gain (loss) from investments | ( | ) | ||||||||||||||
| Net unrealized appreciation (depreciation) from investments | ( | ) | ( | ) | ) | |||||||||||
| Net cash provided by (used in) operating activities | ( | ) | ( | ) | ||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||||||
| Net cash provided by financing activities | ||||||||||||||||
| Net increase (decrease) in cash | ( | ) | ( | ) | ||||||||||||
| Cash and foreign currency - beginning of period | ||||||||||||||||
| Cash and foreign currency - end of period | $ | $ | ||||||||||||||
See accompanying notes to financial statements
Firsthand Technology Value Fund, Inc.
Consolidated Statements of Changes in Net Assets (Unaudited)
| FOR THE THREE | FOR THE THREE | FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 | FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 | |||||||||||||
| FROM OPERATIONS: | ||||||||||||||||
| Net investment income (loss) | $ | ( | ) | $ | $ | |||||||||||
| Net realized gain (loss) from security transactions and foreign currency | ( | ) | ( | ) | ( | ) | ) | |||||||||
| Net change in unrealized appreciation (depreciation) on investments | ( | ) | ( | ) | ||||||||||||
| Net increase (decrease) in net assets from operations | ( | ) | ( | ) | ||||||||||||
| TOTAL INCREASE (DECREASE) IN NET ASSETS | ( | ) | ( | ) | ||||||||||||
| NET ASSETS: | ||||||||||||||||
| Beginning of period | ||||||||||||||||
| End of period | $ | $ | $ | $ | ||||||||||||
| COMMON STOCK ACTIVITY: | ||||||||||||||||
| Shares outstanding, beginning of period | ||||||||||||||||
| Shares outstanding, end of period | ||||||||||||||||
See accompanying notes to financial statements
Firsthand Technology Value Fund, Inc.
Consolidated Financial Highlights
Selected per share data and ratios for a share outstanding throughout each period
| FOR THE | FOR THE DECEMBER 31, 2023 | FOR THE DECEMBER 31, 2022 | FOR THE DECEMBER 31, 2021 | FOR THE DECEMBER 31, 2020 | FOR THE DECEMBER 31, 2019 | ||||||||||||||
| Net asset value at beginning of period | $ | $ | $ | $ | $ | $ | |||||||||||||
| Income from investment operations: | |||||||||||||||||||
| Net investment income (loss), before deferred taxes | (1) | (1) | ( | )(1) | (1) | (1) | % | ||||||||||||
| Deferred tax benefit | ( | ) | |||||||||||||||||
| Net investment gain (losses) | ( | ) | |||||||||||||||||
| Net realized and unrealized losses on investments, before deferred taxes | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
| Deferred tax expense | ( | ) | |||||||||||||||||
| Net realized and unrealized losses on investments, after deferred taxes | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
| Total from investment operations | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| Distributions from: | |||||||||||||||||||
| Realized capital gains | |||||||||||||||||||
| Anti-dilutive effect from capital share transactions | |||||||||||||||||||
| Net asset value at end of period | $ | $ | $ | $ | $ | $ | |||||||||||||
| Market value at end of period | $ | $ | $ | $ | $ | $ | |||||||||||||
| Total Return | |||||||||||||||||||
| Based on Net Asset Value | %(A) | ( | )% | ( | )% | ( | )% | ( | )% | ( | )% | ||||||||
| Based on Market Value | ( | )%(A) | ( | )% | ( | )% | ( | )% | ( | )% | ( | )% | |||||||
See accompanying notes to financial statements
Firsthand Technology Value Fund, Inc.
Consolidated Financial Highlights - continued
Selected per share data and ratios for a share outstanding throughout each period
| FOR THE | FOR THE DECEMBER 31, 2023 | FOR THE DECEMBER 31, 2022 | FOR THE DECEMBER 31, 2021 | FOR THE DECEMBER 31, 2020 | FOR THE DECEMBER 31, 2019 | ||||||||||||||
| Net assets at end of period (millions) | $ | $ | $ | $ | $ | $ | |||||||||||||
| Ratio of total expenses to average net assets: | |||||||||||||||||||
| Before tax (benefit)/expense | )%(B) | )% | % | % | % | )%(2) | |||||||||||||
| Deferred tax (benefit)/expense(3)(4) | %(5) | )% | |||||||||||||||||
| Total expenses | )%(B) | )% | % | % | % | )%(2) | |||||||||||||
| Total expenses, excluding incentive fees and deferred tax expense | )%(B) | )% | % | % | % | % | |||||||||||||
| Total expenses, excluding incentive fees and deferred tax expense and fee waiver | %(B) | % | % | % | % | % | |||||||||||||
| Ratio of net investment income (loss) to average net assets: | |||||||||||||||||||
| Before tax benefit | %(B) | % | )% | % | % | %(2) | |||||||||||||
| Deferred tax benefit (4)(6) | )% | ||||||||||||||||||
| Net investment income (loss) | %(B) | % | )% | % | % | % | |||||||||||||
| Net investment income (loss) before fee waiver | ( | )%(B) | ( | )% | ( | )% | % | % | % | ||||||||||
| Portfolio turnover rate | %(A) | % | % | % | % | % | |||||||||||||
| (1) | Calculated using average shares outstanding. |
| (2) | Amount includes the incentive fee. For the year ended December 31, 2019, the ratio of the incentive fee to average net assets was ( |
| (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 based on average net assets. |
| (5) | As restated to reflect the removal of parenthetical notation to appropriately present ratio as deferred tax expense. |
| (6) | Deferred tax benefit estimate for the ratio calculation is derived from net investment income (loss) only. |
| (A) | Not Annualized. |
| (B) | Annualized. |
See accompanying notes to financial statements
Firsthand Technology Value Fund, Inc.
Consolidated Schedule of Investments
SEPTEMBER 30, 2024 (UNAUDITED)
| PORTFOLIO | TYPE OF | MATURITY | INTEREST RATE | ACQUISITION | SHARES/PAR | COST BASIS | VALUE | |||||||||||||||
| EQX CAPITAL, INC. | ||||||||||||||||||||||
| (%) | Common Stock *(1)(2)(4) |
| $ | $ | ||||||||||||||||||
| Preferred Stock - Series A *(1)(2)(4) |
| - | ||||||||||||||||||||
| INTRAOP MEDICAL CORP. | ||||||||||||||||||||||
| (%) | Convertible Note (1)(2)(4)(6) | % |
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See accompanying notes to financial statements
| PORTFOLIO | TYPE OF | MATURITY | INTEREST RATE | ACQUISITION | SHARES/PAR | COST BASIS | VALUE | ||||||||||||
| INTRAOP MEDICAL CORP. (continued) | |||||||||||||||||||
| Convertible Note (1)(2)(4)(6) | % |
| $ | $ | |||||||||||||||
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| Preferred Stock - Series C *(1)(2)(4) |
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| Term Note (1)(2)(4)(6) | % |
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| Term Note (1)(2)(4)(6) | % |
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| 47,306 | |||||||||||||||||||
See accompanying notes to financial statements
| PORTFOLIO | TYPE OF | MATURITY | INTEREST RATE | ACQUISITION | SHARES/PAR | COST BASIS | VALUE | |||||||||||||||
| LYNCEAN TECHNOLOGIES, INC. | Preferred Stock - Series B *(1)(4) |
| $ | $ | ||||||||||||||||||
| REVASUM, INC. | CDIs *(2)(4) |
| - | |||||||||||||||||||
| UCT COATINGS, INC. | Common Stock *(1)(3)(4) |
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| WRIGHTSPEED, INC. | ||||||||||||||||||||||
| (%) | Common Stock *(1)(2)(4) |
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See accompanying notes to financial statements
| PORTFOLIO | TYPE OF | MATURITY | INTEREST RATE | ACQUISITION | SHARES/PAR | COST BASIS | VALUE | ||||||||||||
| WRIGHTSPEED, INC. (continued) | |||||||||||||||||||
| Convertible Note (1)(2)(4)(6) | % |
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See accompanying notes to financial statements
| PORTFOLIO | TYPE OF | MATURITY | INTEREST RATE | ACQUISITION | SHARES/PAR | COST BASIS | VALUE | ||||||||||||||
| WRIGHTSPEED, INC. (continued) | |||||||||||||||||||||
| Convertible Note (1)(2)(4)(6) | % |
| $ | $ | |||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
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| Preferred Stock - Series AA *(1)(2)(4) |
| - | |||||||||||||||||||
| INVESTMENT COMPANY | Fidelity Investments Money Market Treasury Portfolio - Class I (5) | Various | |||||||||||||||||||
| TOTAL INVESTMENTS | |||||||||||||||||||||
| OTHER ASSETS IN EXCESS OF LIABILITIES — 7.3% | |||||||||||||||||||||
| NET ASSETS — % | $ | ||||||||||||||||||||
| CDI: | CHESS Depositary Interests. |
| * | Non-income producing security. |
| (1) | Restricted security. Fair Value is determined by or under the direction of the Company’s Board of Directors (see Note 3). At September 30, 2024, we held $ |
| (2) | Controlled investments. |
| (3) | Affiliated issuer. |
| (4) | Fair Value Level 3 security ( |
| (5) | The Fidelity Investments Money Market Treasury Portfolio invests primarily in U.S. Treasury securities. |
| (6) | Security whose interest accrues until maturity however, based on September 30, 2024 valuation no such interest accrued during period ended September 30, 2024. |
| See accompanying notes to financial statements |
Firsthand Technology Value Fund, Inc.
Consolidated Schedule of Investments - continued
DECEMBER 31, 2023
| PORTFOLIO COMPANY (% OF NET ASSETS) AND INDUSTRY | TYPE OF INVESTMENT | MATURITY | INTEREST RATE | ACQUISITION DATE | SHARES/PAR VALUE ($) | COST BASIS | VALUE | |||||||||||||||||
| EQX CAPITAL, INC. ()% Equipment Leasing | Common Stock *(1)(2)(4) | $ | $ | |||||||||||||||||||||
| Preferred Stock - Series A *(1)(2)(4) | - |
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| HERA SYSTEMS, INC. (%) Aerospace | Convertible Note (1)(2)(4) |
| % |
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| Convertible Note (1)(2)(4)(6) |
| % |
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| Preferred Stock - Series A *(1)(2)(4) |
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| Preferred Stock - Series B *(1)(2)(4) |
| - |
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| Preferred Stock - Series C *(1)(2)(4) |
| - |
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| Preferred Stock Warrants - Series B *(1)(2)(4) |
| - |
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| Preferred Stock Warrants - Series B *(1)(2)(4) |
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| Preferred Stock Warrants - Series B *(1)(2)(4) |
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| Preferred Stock Warrants - Series B *(1)(2)(4) |
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| INTRAOP MEDICAL CORP. ()% Medical Devices | Convertible Note (1)(2)(4)(6) |
| % |
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See accompanying notes to financial statements
Firsthand Technology Value Fund, Inc.
Consolidated Schedule of Investments - continued
DECEMBER 31, 2023
| PORTFOLIO COMPANY (% OF NET ASSETS) AND INDUSTRY | TYPE OF INVESTMENT | MATURITY | INTEREST RATE | ACQUISITION DATE | SHARES/PAR VALUE ($) | COST BASIS | VALUE | ||||||||||||
| INTRAOP MEDICAL CORP. (continued) | Convertible Note (1)(2)(4)(6) |
| % |
| $ | $ | |||||||||||||
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| Convertible Note (1)(2)(4)(6) |
| % |
| ||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| ||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| ||||||||||||||||
See accompanying notes to financial statements
Firsthand Technology Value Fund, Inc.
Consolidated Schedule of Investments - continued
DECEMBER 31, 2023
| PORTFOLIO COMPANY (% OF NET ASSETS) AND INDUSTRY | TYPE OF INVESTMENT | MATURITY | INTEREST RATE | ACQUISITION DATE | SHARES/PAR VALUE ($) | COST BASIS | VALUE | ||||||||||||
| INTRAOP MEDICAL CORP. (continued) | Convertible Note (1)(2)(4)(6) |
| % |
| $ | $ | |||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| ||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| ||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| ||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| ||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| ||||||||||||||||
| Preferred Stock - Series C *(1)(2)(4) |
| ||||||||||||||||||
| Term Note Matures (1)(2)(4)(6) |
| % |
| ||||||||||||||||
| Term Note Matures (1)(2)(4)(6) |
| % |
| ||||||||||||||||
| KYMA, INC. ()% Advanced Materials | Convertible Note (1)(4) |
| % |
| |||||||||||||||
| LYNCEAN TECHNOLOGIES, INC. ()% | Preferred Stock - Series B *(1)(4) |
| |||||||||||||||||
| Semiconductor Equipment | |||||||||||||||||||
See accompanying notes to financial statements
Firsthand Technology Value Fund, Inc.
Consolidated Schedule of Investments - continued
DECEMBER 31, 2023
| PORTFOLIO COMPANY (% OF NET ASSETS) AND INDUSTRY | TYPE OF INVESTMENT | MATURITY | INTEREST RATE | ACQUISITION DATE | SHARES/PAR VALUE ($) | COST BASIS | VALUE | |||||||||||||||||
| REVASUM, INC. (%) Semiconductor Equipment | CDIs *(2) |
| - |
| $ | $ | ||||||||||||||||||
| UCT COATINGS, INC. (%) | Common Stock *(1)(3)(4) |
| ||||||||||||||||||||||
| Advanced Materials | ||||||||||||||||||||||||
| WRIGHTSPEED, INC. (%) | Common Stock *(1)(2)(4) |
| - |
| ||||||||||||||||||||
| Automotive | Convertible Note (1)(2)(4)(6) |
| % |
| ||||||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| |||||||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| |||||||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| |||||||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| |||||||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| |||||||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| |||||||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| |||||||||||||||||||||
See accompanying notes to financial statements
Firsthand Technology Value Fund, Inc.
Consolidated Schedule of Investments - continued
DECEMBER 31, 2023
| PORTFOLIO COMPANY (% OF NET ASSETS) AND INDUSTRY | TYPE OF INVESTMENT | MATURITY | INTEREST RATE | ACQUISITION DATE | SHARES/PAR VALUE ($) | COST BASIS | VALUE | ||||||||||||
| WRIGHTSPEED, INC. (continued) | Convertible Note (1)(2)(4)(6) |
| % |
| |||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| ||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| ||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| ||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| ||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| ||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| ||||||||||||||||
See accompanying notes to financial statements
Firsthand Technology Value Fund, Inc.
Consolidated Schedule of Investments - continued
DECEMBER 31, 2023
| PORTFOLIO COMPANY (% OF NET ASSETS) AND INDUSTRY | TYPE OF INVESTMENT | MATURITY | INTEREST RATE | ACQUISITION DATE | SHARES/PAR VALUE ($) | COST BASIS | VALUE | ||||||||||||
| WRIGHTSPEED, INC. (continued) | Convertible Note (1)(2)(4)(6) |
| % |
| $ | $ | |||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| ||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| ||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| ||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| ||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| ||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| ||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| ||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| ||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| ||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| ||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| ||||||||||||||||
See accompanying notes to financial statements
Firsthand Technology Value Fund, Inc.
Consolidated Schedule of Investments - continued
DECEMBER 31, 2023
| PORTFOLIO COMPANY (% OF NET ASSETS) AND INDUSTRY | TYPE OF INVESTMENT | MATURITY | INTEREST RATE | ACQUISITION DATE | SHARES/PAR VALUE ($) | COST BASIS | VALUE | |||||||||||||||||
| WRIGHTSPEED, INC. (continued) | Convertible Note (1)(2)(4)(6) |
| % |
| $ | $ | ||||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| |||||||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| |||||||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| |||||||||||||||||||||
| Convertible Note (1)(2)(4)(6) |
| % |
| |||||||||||||||||||||
| Preferred Stock - Series AA *(1)(2)(4) |
| - |
| |||||||||||||||||||||
| Preferred Stock Warrants - Series AA *(1)(2)(4) |
| |||||||||||||||||||||||
See accompanying notes to financial statements
Firsthand Technology Value Fund, Inc.
Consolidated Schedule of Investments - continued
DECEMBER 31, 2023
| PORTFOLIO COMPANY (% OF NET ASSETS) AND INDUSTRY | TYPE OF INVESTMENT | ACQUISITION DATE | PAR VALUE ($) | COST BASIS | VALUE | |||||||||
| INVESTMENT COMPANY (%) | Fidelity Investments Money Market Treasury Portfolio - Class I (5) | Various | $ | $ | ||||||||||
| TOTAL INVESTMENTS (Cost $) — % | $ | |||||||||||||
| LIABILITIES IN EXCESS OF OTHER ASSETS — ()% | ( | ) | ||||||||||||
| NET ASSETS — % | $ | |||||||||||||
All investments except the Fidelity Investments Money Market Portfolio are considered qualifying investments.
CDI: CHESS Depositary Interest.
| * | Non-income producing security. |
| (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, 2023, we held $ |
| (2) | Controlled investments. |
| (3) | Affiliated issuer. |
| (4) | Fair Value Level 3 security. ( |
| (5) | The Fidelity Investments Money Market Treasury Portfolio invests primarily in U.S. Treasury securities. |
| (6) | Security whose interest accrues until maturity however, based on December 31, 2023 valuation no such interest accrued during year ended December 31, 2023. |
See accompanying notes to financial statements
Firsthand Technology Value Fund, Inc.
Notes to Consolidated Financial Statements
SEPTEMBER 30, 2024 (UNAUDITED)
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, Under normal circumstances, the Company will invest at least
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 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 Cayman subsidiaries on November 2, 2018. That liquidation was completed on December 27, 2018.
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 the Advisor as the valuation designee appointed by the Board of Directors, and subject to oversight by the Board of Directors. On September 30, 2024, our financial statements include venture capital investments valued at approximately $
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 September 30, 2024, we held $
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 an adjustment 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.
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.
DEFERRED COMPENSATION. On December 26, 2022, the Company adopted a deferred compensation plan (the "Plan") for its eligible directors which allows such directors to defer some or all of their fees for services as Directors to the Fund. Under the terms of the Plan, deferred compensation withheld is notionally invested in the Fund's common stock using the net asset value per share on the date such compensation would have otherwise been payable. The amounts deferred are booked as a liability on the Company's balance sheet, and the value of that liabilty will track the net asset value of the Company's common stock, as if it were invested in that common stock. The payment due to eligible participants is valued using the net asset value of the fund at the time the payment is due. As of September 30, 2024, each of the Fund's eligible directors has deferred
The average monthly volume of the Company’s derivatives during the nine months ended September 30, 2024 is as follows:
| PURCHASED OPTIONS | WARRANTS (NOTIONAL | WRITTEN OPTIONS | ||||||||||
| Firsthand Technology Value Fund, Inc. | ||||||||||||
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 Advisor’s Valuation Committee or the independent valuation firm; |
| (2) | the Valuation Committee of the Board on a quarterly basis reviews the preliminary valuation of the Advisor’s 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 Advisor’s Valuation Committee and the independent valuation firms; and |
| (3) | at each quarterly Board meeting, the Board considers the valuations recommended by the Advisor’s 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
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
Effective September 30, 2023, the Company has entered into a fee waiver agreement with FCM (the “Fee Waiver Agreement”). Pursuant to the terms of the Fee Waiver Agreement, FCM agrees to (1) waive future accruals of the base management fee starting October 1, 2023, through December 31, 2024, with future recoupment to the extent permitted by the Investment Management Agreement, and (2) waive $
Effective March 31, 2024, the Company has entered into a fee waiver agreement with FCM (the “Fee Waiver Agreement”). Pursuant to the terms of the Fee Waiver Agreement, FCM agrees to waive $
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.
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 by FCM, as the Board’s valuation designee under SEC rule 2a-5. Those valuations are determined in accordance with the Valuation Procedures used by FCM, subject to oversight by the Board.
In pricing illiquid, privately placed securities, FCM, as the valuation designee, is responsible for (1) determining overall valuation guidelines and (2) ensuring that the investments of the Company are valued within the prescribed guidelines.
FCM and the Board receive information and recommendations from 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. |
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 September 30, 2024:
| ASSETS | LEVEL 1 | LEVEL 2 OTHER | LEVEL 3 SIGNIFICANT | |||||||||
| Common Stocks | ||||||||||||
| Advanced Materials | $ | $ | $ | |||||||||
| Total Common Stocks | ||||||||||||
| Preferred Stocks | ||||||||||||
| Equipment Leasing | ||||||||||||
| Total Preferred Stocks | ||||||||||||
| Convertible and Non-Convertible Notes | ||||||||||||
| Medical Devices | ||||||||||||
| Total Convertible and Non-Convertible Notes | ||||||||||||
| Mutual Funds | ||||||||||||
| Total | $ | $ | $ | |||||||||
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.
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 AS OF | NET | NET SALES/ | NET REALIZED | NET UNREALIZED | TRANSFERS | BALANCE AS OF | |||||||||||||||||||||
| Common Stocks | ||||||||||||||||||||||||||||
| Advanced Materials | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
| Equipment Leasing | ( | ) | ||||||||||||||||||||||||||
| Semiconductor Equipment | ( | ) | ||||||||||||||||||||||||||
| Total Common Stocks | ( | ) | ||||||||||||||||||||||||||
| Preferred Stocks | ||||||||||||||||||||||||||||
| Aerospace | ( | ) | ( | ) | ||||||||||||||||||||||||
| Equipment Leasing | ( | ) | ( | ) | ||||||||||||||||||||||||
| Total Preferred Stocks | ( | ) | ( | ) | ||||||||||||||||||||||||
| Convertible and Non-Convertible Notes | ||||||||||||||||||||||||||||
| Advanced Materials | ( | ) | ||||||||||||||||||||||||||
| Aerospace | ( | ) | ( | ) | ||||||||||||||||||||||||
| Medical Devices | ( | ) | ||||||||||||||||||||||||||
| Total Convertible and Non-Convertible Notes | ( | ) | ( | ) | ||||||||||||||||||||||||
| Total | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| (1) | The net change in unrealized appreciation (depreciation) from Level 3 instruments held as of September 30, 2024 was $( |
The table below represents quantitative disclosure about significant unobservable inputs for Level 3 fair value measurements at September 30, 2024:
| FAIR VALUE AT 9/30/2024 | VALUATION TECHNIQUES(1) | UNOBSERVABLE INPUTS | RANGE (WEIGHTED AVG.)(1) | |||||||
| Direct venture capital investments: Advanced Materials | $ |
| Revenue Multiple(2) | 0.8x – 1.0x (1.0x) | ||||||
| Option Pricing Model | Years to Maturity(2) |
| ||||||||
| Volatility(2) | ||||||||||
| Risk-Free Rate(2) | ||||||||||
| Discount for Lack of | ||||||||||
| Marketability(3) | ||||||||||
| Direct venture capital investments: Automotive | $ | Liquidation Value | Market Value of Invested Capital |
| ||||||
| Direct venture capital investments: Equipment Leasing | $ | Cash Value | Years to Maturity(2) |
| ||||||
| Option Pricing Model | Volatility(2) | |||||||||
| Risk-Free Rate(2) | ||||||||||
| Direct venture capital investments: Medical Devices | $ |
| Revenue Multiple(2) | 1.7x – 1.8x (1.8x) | ||||||
| Market Comparable Transactions | Risk-Free Rate(2) | |||||||||
| Going Concern Probability(2) | ||||||||||
| Direct venture capital investments: Semiconductor Equipment | $ | Recent Transaction | Equity Proceeds from Private Transaction | |||||||
| (1) | Weighted average is calculated by weighting the significant unobservable input by the relative fair value of each investment in the category |
| (2) | An increase in the input would result in an increase in the security’s valuation; a decrease in the input would result in a decrease in the security’s valuation. |
| (3) | An increase in the input would result in a decrease in the security’s valuation; a decrease in the input would result in an increase in the security’s valuation. |
| (1) | Weighted average is calculated by weighting the significant unobservable input by the relative fair value of each investment in the category |
| (2) | An increase in the input would result in an increase in the security’s valuation; a decrease in the input would result in a decrease in the security’s valuation. |
| (3) | An increase in the input would result in a decrease in the security’s valuation; a decrease in the input would result in an increase in the security’s valuation. |
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.
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 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 September 30, 2024.
| FEDERAL INCOME | ||||
| Gross unrealized appreciation | $ | |||
| Gross unrealized depreciation | ( | ) | ||
| Net unrealized depreciation | $ | ( | ) | |
| Federal income tax cost, Investments | $ | |||
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
The Company’s income tax provision consists of the following as of December 31, 2023:
| Deferred tax (expense)/benefit | ||||
| Federal | $ | |||
| State | ||||
| Total deferred tax (expense)/benefit | $ |
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, and (ii) 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.
Components of the Company’s deferred tax assets and liabilities as of December 31, 2023 are as follows:
| AMOUNT | ||||
| Deferred tax assets: | ||||
| Net operating loss carryforward | $ | |||
| Capital loss carryforward | ||||
| Net unrealized losses (gains) on investment securities | ||||
| Total deferred tax assets, net | ||||
| Valuation allowance | ( | ) | ||
| Net | $ | |||
For the year ended December 31, 2023, the Company had an effective tax rate of
The effective tax rate and statutory federal income tax rate for the three-month periods ended September 30, 2024 and 2023 were as follows:
| THREE MONTHS ENDED | THREE MONTHS ENDED | |||||||
| Effective tax rate | ||||||||
| Statutory federal income tax rate | ||||||||
The variance in the effective tax rate and statutory federal income tax rate for the three-month period ended September 30, 2024, is the result of changes in the deferred tax assets and related valuation allowance account. At September 30, 2024, the Company has established a full valuation allowance on its net deferred tax assets.
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, 2023, the Company did have any interest or penalties associated with the underpayment of any income taxes.
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
As of December 31, 2023, the Company had net operating loss carryforwards for federal and state of income tax purposes of $
As of December 31, 2023, the Company had net capital loss carryforwards for federal and state income tax purposes, which may be carried forward for
| EXPIRATION DATE | AMOUNT | |||
| 12/31/24 | $ | |||
| 12/31/25 | ||||
| 12/31/27 | ||||
| 12/31/28 | ||||
| Total | $ | |||
NOTE 8. INVESTMENT TRANSACTIONS
Investment transactions (excluding short-term investments) were as follows for the quarter ended September 30, 2024.
| PURCHASES AND SALES | ||||
| Purchase of investment securities | $ | |||
| Proceeds from sales and maturities of investment securities | $ | ( | ) |
NOTE 9. SHARE BUYBACKS
SHARE BUYBACKS. On , 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 $
On , 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 $
On , the Fund announced a plan to repurchase up to $
TENDER OFFERS. On December 22, 2014, pursuant to our agreement with a shareholder, the Fund commenced a tender offer to purchase up to $
On December 16, 2019, the Fund announced the commencement of a “modified Dutch auction” tender offer to purchase up to $
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, 2023, through September 30, 2024, is noted below:
| AFFILIATE/CONTROLLED INVESTMENTS* | VALUE AT | PURCHASE/ | INTEREST | SALES/ | REALIZED (LOSS) | CHANGE IN APPRECIATION/ | VALUE | SHARES HELD AT | ||||||||||||||||||||||||
| Equipment Leasing | ||||||||||||||||||||||||||||||||
| EQX Capital, Inc. Common Stock* | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||
| EQX Capital, Inc. Series A Preferred Stock* | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Total Equipment Leasing | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||
| Aerospace | ||||||||||||||||||||||||||||||||
| Hera Systems, Inc. Convertible Note* | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Hera Systems, Inc. Convertible Note* | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Hera Systems, Inc. Series A Preferred* | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Hera Systems, Inc. Series B Preferred* | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Hera Systems, Inc. Series B Warrants* | ||||||||||||||||||||||||||||||||
| Hera Systems, Inc. Series B Warrants* | ||||||||||||||||||||||||||||||||
| Hera Systems, Inc. Series B Warrants* | ||||||||||||||||||||||||||||||||
| Hera Systems, Inc. Series B Warrants* | ||||||||||||||||||||||||||||||||
| Hera Systems, Inc. Series C Preferred* | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Total Aerospace | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||
| Medical Devices | ||||||||||||||||||||||||||||||||
| IntraOp Medical Corp. Convertible Note* | ( | ) | ||||||||||||||||||||||||||||||
| IntraOp Medical Corp. Convertible Note* | ( | ) | ||||||||||||||||||||||||||||||
| IntraOp Medical Corp. Convertible Note* | ( | ) | ||||||||||||||||||||||||||||||
| IntraOp Medical Corp. Convertible Note* | ( | ) | ||||||||||||||||||||||||||||||
| IntraOp Medical Corp. Convertible Note* | ( | ) | ||||||||||||||||||||||||||||||
| IntraOp Medical Corp. Convertible Note* | ( | ) | ||||||||||||||||||||||||||||||
| IntraOp Medical Corp. Convertible Note* | ( | ) | ||||||||||||||||||||||||||||||
| IntraOp Medical Corp. Convertible Note* | ( | ) | ||||||||||||||||||||||||||||||
| IntraOp Medical Corp. Convertible Note* | ( | ) | ||||||||||||||||||||||||||||||
| IntraOp Medical Corp. Convertible Note* | ( | ) | ||||||||||||||||||||||||||||||
| IntraOp Medical Corp. Convertible Note* | ( | ) | ||||||||||||||||||||||||||||||
| IntraOp Medical Corp. Convertible Note* | ( | ) | ||||||||||||||||||||||||||||||
| IntraOp Medical Corp. Convertible Note* | ( | ) | ||||||||||||||||||||||||||||||
|
|
| AFFILIATE/CONTROLLED INVESTMENTS* | VALUE AT | PURCHASE/ | INTEREST | SALES/ | REALIZED | CHANGE IN APPRECIATION/ | VALUE | SHARES HELD AT | ||||||||||||||||||||||||
| IntraOp Medical Corp. Convertible Note* | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||
| IntraOp Medical Corp. Convertible Note* | ( | ) | ||||||||||||||||||||||||||||||
| IntraOp Medical Corp. Convertible Note* | ( | ) | ||||||||||||||||||||||||||||||
| IntraOp Medical Corp. Convertible Note* | ( | ) | ||||||||||||||||||||||||||||||
| IntraOp Medical Corp. Convertible Note* | ( | ) | ||||||||||||||||||||||||||||||
| IntraOp Medical Corp. Convertible Note* | ( | ) | ||||||||||||||||||||||||||||||
| IntraOp Medical Corp. Convertible Note* | ( | ) | ||||||||||||||||||||||||||||||
| IntraOp Medical Corp. Convertible Note* | ( | ) | ||||||||||||||||||||||||||||||
| IntraOp Medical Corp. Convertible Note* | ( | ) | ||||||||||||||||||||||||||||||
| IntraOp Medical Corp. Series C Preferred* | ||||||||||||||||||||||||||||||||
| IntraOp Medical Corp. Term Note* | ( | ) | ||||||||||||||||||||||||||||||
| Total Medical Devices | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||
| Semiconductor Equipment | ||||||||||||||||||||||||||||||||
| Revasum, Inc. CDI*(1) | ( | ) | ||||||||||||||||||||||||||||||
| Total Semiconductor Equipment | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||
| Advanced Materials | ||||||||||||||||||||||||||||||||
| UCT Coatings, Inc. Common Stock | ||||||||||||||||||||||||||||||||
| Total Advanced Materials | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Automotive | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Common Stock* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| AFFILIATE/CONTROLLED INVESTMENTS* | VALUE AT | PURCHASE/ | INTEREST | SALES/ | REALIZED | CHANGE IN APPRECIATION/ | VALUE | SHARES HELD AT | ||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| Wrightspeed, Inc. Convertible Note* | ||||||||||||||||||||||||||||||||
| AFFILIATE/CONTROLLED INVESTMENTS* | VALUE AT | PURCHASE/ | INTEREST | SALES/ | REALIZED | CHANGE IN | VALUE | SHARES HELD | ||||||||||||||||||||||||
| Wrightspeed, Inc. Series AA Preferred* | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| Total Automotive | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Total Affiliates and Controlled Investments | $ | $ | 2,441 | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||
| Total Affiliates | ||||||||||||||||||||||||||||||||
| Total Controlled Investments | $ | $ | $ | $ | ( | ) | $ | ) | $ | $ | ||||||||||||||||||||||
|
*
|
Controlled Investments.
|
|
(1)
|
CDI: CHESS Depositary Interests
|
Certain local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, or other events could have a significant impact on a security or instrument. Since 2020, the novel strain of coronavirus (COVID-19) 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. Following Russia’s large-scale invasion of Ukraine, the President of the United States signed an Executive Order in February 2022 prohibiting U.S. persons from entering transactions with the Central Bank of Russia and Executive Orders in March 2022 prohibiting U.S. persons from importing oil and gas from Russia as well as other popular Russian exports, such as diamonds, seafood and vodka. The duration of the coronavirus outbreak and the Russian-Ukraine conflict could adversely affect the Company’s performance. The ultimate impact of COVID-19 and Russia invasion 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 Management has evaluated the impact of all subsequent events on the Company through the date the financial statements were issued and determined that there were no subsequent events requiring recognition or disclosure in the financial statements.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
FORWARD-LOOKING STATEMENTS
The matters discussed in this report, as well as in future oral and written statements by management of the Company, include forward-looking statements based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Forward-looking statements related to future events or our future financial performance. We generally identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other similar words. Important assumptions include our ability to originate new investments and to achieve certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans or objectives will be achieved. The forward-looking statements contained in this report include, without limitations, statements as to:
| ● |
our future operating results; |
| ● |
our business prospects and the prospects of our prospective portfolio companies; |
| ● |
the impact of investments that we expect to make; |
| ● |
the impact of a protracted decline in the liquidity of the credit markets on our business; |
| ● |
our informal relationships with third parties; |
| ● |
the expected market for venture capital investments and our addressable market; |
| ● |
the dependence of our future success on the general economy and its impact on the industries in which we invest; |
| ● |
our ability to access the equity market; |
| ● |
the ability of our portfolio companies to achieve their objectives; |
| ● |
our expected financings and investments; |
| ● |
our regulatory structure and tax status; |
| ● |
our ability to operate as a business development company and a regulated investment company; |
| ● |
the adequacy of our cash resources and working capital; |
| ● |
the timing of cash flows, if any, from the operation of our portfolio companies; |
| ● |
the timing, form, and amount of any dividend distributions; |
| ● |
impact of fluctuation of interest rates on our business; |
| ● |
valuation of any investments in portfolio companies particularly those having no liquid trading market; and |
| ● |
our ability to recover unrealized losses. |
You should not place undue reliance on these forward-looking statements. The forward-looking statements made in this report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this report.
The following discussion should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this prospectus. In addition to historical information, the following discussion and other parts of this prospectus contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by such forward-looking information due to the factors discussed under “Risk Factors” and “Forward-Looking Statements” appearing elsewhere herein.
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 are treated as a corporation and are subject to federal and state taxes on our income. 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.
PORTFOLIO COMPOSITION
We make investments in securities of both public and private companies. Our portfolio investments consist principally of equity and equity-like securities, including common and preferred stock, warrants for the purchase of common and preferred stock, and convertible and term notes. The fair value of our investment portfolio was approximately $1.4 million as of September 30, 2024, as compared to approximately $8.7 million as of December 31, 2023.
The following table summarizes the fair value of our investment portfolio by industry sector as of September 30, 2024, and December 31, 2023.
| September 30, 2024 |
December 31, 2023 |
|||||||
| Exchange-Traded/Money Market Funds |
64.6% | 5.8% | ||||||
| Advanced Materials |
22.8% | 31.7% | ||||||
| Other Assets/(Liabilities) |
7.3% | (593.0)% | ||||||
| Medical Devices | 3.1% | 7.0% | ||||||
| Equipment Leasing |
2.2% | 8.8% | ||||||
| Aerospace |
0.0% | 333.2% | ||||||
| Semiconductor Equipment |
0.0% | 306.5% | ||||||
| Automotive |
0.0% | 0.0% | ||||||
| Intellectual Property |
0.0% | 0.0% | ||||||
| Net Assets |
100.0% | 100.0% | ||||||
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.
| 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
Comparison of the three months ended September 30, 2024 to the three months ended September 30, 2023.
INVESTMENT INCOME
For the three months ended September 30, 2024, we had investment income of $35,792 primarily attributable to interest accrued on convertible/term note investments with Hera Systems and money market funds.
For the three months ended September 30, 2023, we had investment loss of $(234,126) primarily attributable to interest accrued on convertible/term note investments with Hera Systems.
The higher level of investment income in the three months ended September 30, 2024, compared to the three months ended September 30, 2023, was due to decline in accrued interest on current notes was due to a downward adjustment to accrued interest taken during the quarter ended September 30, 2023.
.
OPERATING EXPENSES
Operating expenses totaled approximately $391,753 during the three months ended September 30, 2024, and $(2,099,513) during the three months ended September 30, 2023.
Significant components of net operating expenses for the three months ended September 30, 2024 were management fee expense waiver of $19,472 (see Note 4), professional fees (audit, legal, and consulting) of $194,475, director fees of $169,445 and compliance fees $27,811.
Significant components of net operating expenses for the three months ended September 30, 2023, were a management fee waiver of $(2,500,000), printing fees of $106,912 and professional fees (audit, legal, and consulting) of $87,623.
The higher level of net operating expenses for the three months ended ended September 30, 2024, compared to the three months ended September 30, 2023, is primarily attributed to the waiver of management fees in September 2023 (see Note 4).
NET INVESTMENT INCOME/(LOSS)
The net investment income/(loss) before taxes was $(355,961) for the three months ended September 30, 2024, and $1,865,387 for the three months ended September 30, 2023.
The lower level of net investment loss for the three months ended September 30, 2024, as compared to net investment gain for the three months ended September 30, 2023, is primarily attributed to decrease in management fees and the waiver of management fees (see Note 4)
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 three-month period ended September 30, 2024, and September 30, 2023, is shown below.
| Three Months Ended |
||||
| Realized gains |
$ | (11,686,668 | ) | |
| Net change in unrealized depreciation on investments |
12,568,856 | |||
| Net realized and unrealized gains on investments |
$ | 882,188 | ||
| As of |
||||
| Gross unrealized appreciation on portfolio investments |
$ | — | ||
| Gross unrealized depreciation on portfolio investments |
(115,544,196 | ) | ||
| Net unrealized depreciation on portfolio investments |
$ | (115,544,196 | ) | |
| Three Months Ended September 30, 2023 |
||||
| Realized gains |
$ | (1 | ) | |
| Net change in unrealized depreciation on investments |
(12,283,746 | ) | ||
| Net realized and unrealized losses on investments |
$ | (12,283,747 | ) | |
| As of September 30, 2023 |
||||
| Gross unrealized appreciation on portfolio investments |
$ | — | ||
| Gross unrealized depreciation on portfolio investments |
(126,091,989 | ) | ||
| Net unrealized depreciation on portfolio investments |
$ | (126,091,989 | ) | |
During the three months ended September 30, 2024, we recognized net realized losses of $11,686,668.
During the three months ended September 30, 2024, net unrealized depreciation on total investments increased by $12,568,856. 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. This change in net unrealized depreciation was primarily attributable to the sale of Hera Systems.
During the three months ended September 30, 2023, we recognized net realized losses of approximately $1.
NET INCREASE/(DECREASE) IN ASSETS RESULTING FROM OPERATIONS AND CHANGE IN NET ASSETS PER SHARE
For the three months ended September 30, 2024, the net increase in net assets resulting from operations (net of deferred taxes) totaled $526,227 and basic and fully diluted net change in net assets per share for the three months ended September 30, 2024, was $0.08.
For the three months ended September 30, 2023, the net decrease in net assets resulting from operations (net of deferred taxes) totaled $(10,418,360) and basic and fully diluted net change in net assets per share for the three months ended September 30, 2023, was $(1.51).
The increase in net assets resulting from operations for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, is due primarily to a decline in net realized and unrealized losses.
The following information is a comparison for the nine months ended September 30, 2024 and September 30, 2023
INVESTMENT INCOME
For the nine months ended September 30, 2024, we had investment income of $97,793 primarily attributable to interest accrued on convertible/term note investments with Hera Systems.
For the nine months ended September 30, 2023, we had investment income of $88,812 primarily attributable to interest accrued on convertible/term note investments with Hera Systems.
The higher level of investment income in the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, was due to an increase in accrued interest on current notes.
OPERATING EXPENSES
Operating expenses totaled approximately $(2,182,907) during the nine months ended September 30, 2024, and $(1,271,383) during the nine months ended September 30, 2023.
Significant components of net operating expenses for the nine months ended September 30, 2024 were a management fee waiver of $(3,079,128) (see Note 4), and professional fees (audit, legal, and consulting) of $351,579 and director fees of $211,112.
Significant components of net operating expenses for the nine months ended September 30, 2023, were a management fee waiver of $(2,500,000), professional fees (audit, legal, and consulting) of $249,832 and printing fees of $207,383.
The lower level of net operating expenses for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, is primarily attributable to a larger management fee waiver in 2024 (see Note 4).
NET INVESTMENT INCOME/(LOSS)
The net investment income/(loss) before taxes was $2,280,700 for the nine months ended September 30, 2024, and $1,360,195 for the nine months ended September 30, 2023.
The greater net investment income in the nine months ended September 30, 2024, compared to the net investment income in the nine months ended September 30, 2023, is primarily due to the management fee waiver (see Note 4)
NET INVESTMENT REALIZED GAINS AND LOSSES AND UNREALIZED APPRECIATION AND DEPRECIATION
A summary of the net realized and unrealized gains and loss on investments for the nine-month periods ended September 30, 2024, and September 30, 2023, is shown below.
| Nine Months Ended September 30, 2024 | ||||
| Realized gains | $ | (11,686,668 | ) | |
| Net change in unrealized depreciation on investments | 9,689,744 | |||
| Net realized and unrealized gains/(losses) on investments | $ | (1,996,924 | ) | |
| As of September 30, 2024 | ||||
| Gross unrealized appreciation on portfolio investments | $ | — | ||
| Gross unrealized depreciation on portfolio investments | (115,544,196 | ) | ||
| Net unrealized depreciation on portfolio investments | $ | (115,544,196 | ) | |
| Nine Months Ended September 30, 2023 | ||||
| Realized gains | $ | (7,864,982 | ) | |
| Net change in unrealized depreciation on investments | (23,424,108 | ) | ||
| Net realized and unrealized gains/(losses) on investments | $ | (31,289,090 | ) | |
| As of September 30, 2023 | ||||
| Gross unrealized appreciation on portfolio investments | ||||
| Gross unrealized depreciation on portfolio investments | (126,091,989 | ) | ||
| Net unrealized depreciation on portfolio investments | $ | (126,091,989 | ) | |
During the nine months ended September 30, 2024, we recognized $(11,868,668) in net realized losses.
During the nine months ended September 30, 2024, net unrealized depreciation on total investments decreased by $9,689,744. 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. This change in net unrealized depreciation was primarily attributable to a increase in the fair value of our portfolio companies, notably Hera.
During the nine months ended September 30, 2023, we recognized net realized losses of approximately $(7,864,982) from the sale of investments.
NET INCREASE/(DECREASE) IN ASSETS RESULTING FROM OPERATIONS AND CHANGE IN NET ASSETS PER SHARE
For the nine months ended September 30, 2024, the net increase in net assets resulting from operations (net of deferred taxes) totaled $283,776 and basic and fully diluted net change in net assets per share for the nine months ended September 30, 2024, was $0.04.
For the nine months ended September 30, 2023, the net decrease in net assets resulting from operations (net of deferred taxes) totaled $(29,928,895) and basic and fully diluted net change in net assets per share for the nine months ended September 30, 2023, was $(4.34).
The increase in net assets resulting from operations for the nine months ended September 30, 2024, as compared to the net decrease in net assets for the nine months ended September 30, 2023, is due primarily to an increase in net realized and unrealized gains (losses).
DISTRIBUTION POLICY
Our board of directors will determine the timing and amount, if any, of our distributions. We are not required to pay any minimum level of distributions of our income or capital gains.
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”) 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 or dividend income on an accrual basis 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 fiscal quarter on September 30, 2024, and through the date of the issuance of the financial statements included herein, there have been no material events related to our portfolio of investments. Since that date, there have been no purchases or sales of securities by the Fund.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company’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 Company invests in small companies, and its investments in these companies are considered speculative in nature. The Company’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 Company is subject to risk of loss which may prevent our shareholders from achieving price appreciation, dividend distributions and return of capital.
WE CURRENTLY HOLD A PORTION OF OUR ASSETS IN CASH
As of September 30, 2024, a portion of the Company’s assets was invested 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 Company, the Company 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.
ITEM 4. CONTROLS AND PROCEDURES.
| (a) Evaluation of Disclosure Controls and Procedures |
As of the end of the period covered by this Quarterly Report on Form 10-Q, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. |
| (b) Changes in Internal Control Over Financial Reporting |
There have been no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act, that occurred during the fiscal quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. |
There have been no material changes from risk factors as previously disclosed in our Form 10-K for the period ended December 31, 2023, in response to Item 1A of Part 1 of Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
ITEM 4. MINE SAFETY DISCLOSURES.
ITEM OTHER INFORMATION.
INVESTMENT MANAGEMENT AGREEMENT APPROVAL DISCLOSURE (UNAUDITED)
At a meeting held on August 11, 2013, the Board of Directors (the “Board”) of the Company approved the continuation of the Company’s Investment Management Agreement (the “Agreement”) with Firsthand Capital Management, Inc. (the “Adviser”) for an additional one-year period through August 31, 2024.
During the course of each year and in connection with their consideration of the continuation of the Agreement, the Board received various materials from the Adviser, including (i) information on the advisory personnel of the Adviser; (ii) information on the internal compliance procedures of the Adviser; (iii) comparative information showing how the Company’s fees and expenses compare to other business development companies that follow investment strategies similar to those of the Company; (iv) information regarding brokerage and portfolio transactions; (vi) comparative information showing how the Company’s performance compares to other business development companies that follow investment strategies similar to those of the Company; and (vii) information on any material legal proceedings or regulatory audits or investigations affecting the Company or the Adviser.
After receiving and reviewing these materials, the Board, at a meeting called for such purpose (the “Meeting”), discussed the terms of the Agreement. The Meeting was held by video pursuant to an order issued on June 19, 2020 by the Securities and Exchange Commission, providing that business development companies are temporarily exempt from certain in-person board approval requirements, including with respect to the renewal of investment management agreements, due to conflicts related to the coronavirus. Representatives from the Adviser attended the Meeting and presented additional oral and written information to the Board to assist in its considerations. The Directors who are not parties to the Agreement or “interested persons” (as defined in the Investment Company Act of 1940, as amended) of any such party (the “Independent Directors”) also met in executive session to further discuss the terms of the Agreement and the information provided by the Adviser.
Discussed below are certain of the factors considered by the Board in continuing the Agreement. This discussion is not intended to be all-inclusive. The Board, including the Independent Directors, reviewed a variety of factors and considered a significant amount of information, including information received on an ongoing basis at Board and committee meetings and in various discussions with senior management of the Adviser relating specifically to the Adviser and the Agreement. The approval determination was made on the basis of each Director’s business judgment after consideration of all the information taken as a whole. Individual Directors may have given different weight to certain factors and assigned various degrees of materiality to information received in connection with the contract review process.
Taking all of the information and deliberations into account, the Independent Directors reviewed various factors presented to them, the detailed information provided by the Adviser at the Meeting and at other times throughout the year, and other relevant information and the following factors, none of which was dispositive in their decision whether to approve the Agreement:
Nature, Extent and Quality of Services
The Board received and considered various data and information regarding the nature, extent and quality of services provided to the Company by the Adviser. The most recent Form ADV for the Adviser was provided to the Board, as were written and oral responses of the Adviser to an information request submitted by independent legal counsel on behalf of the Independent Directors. The Board reviewed these responses, which included among other things, information about the background and experience of the investment personnel of the Adviser primarily responsible for day-to-day portfolio management of the Company. The Board also reviewed the Adviser’s overall ability to continue to manage and administer the Company as well as to oversee the service providers to the Company.
The Board evaluated the ability of the Adviser, considering its financial condition, resources, reputation and other attributes, to attract and retain highly qualified investment professionals, including research, advisory, supervisory and administrative personnel. In this regard, the Board considered information regarding the structure of the Adviser’s compensation program for its personnel involved in the management and administration of the Company, including incentive and retirement plans.
The Board considered the effectiveness of policies of the Company in achieving the best execution of portfolio transactions, whether and to what extent “soft dollar” benefits are used, the extent to which efforts are made to recapture transaction costs and the controls applicable to brokerage allocation procedures. The Board recognized that the Company’s investment transactions generally are privately negotiated by the Adviser in complex transactions rather than executed through a broker in a traditional exchange transaction. The Board reviewed the policies of the Adviser regarding the allocation of portfolio investment opportunities among the Company and other clients. The Board noted that the Adviser does not use “traditional soft-dollar” arrangements, where soft-dollar credits are generated based on the level of trades and then used for products or services from third parties. The Board also noted that the Adviser, from time to time, entered into arrangements where it received research (including invitations to conferences) from broker-dealers that the Adviser used to execute client trades, and that from time to time the Adviser had retained specialized technology consultants or other experts, at the expense of the Company with approval of the Board, for the purpose of evaluating some aspect of a prospective or existing portfolio holding. The Board also considered that the Adviser had outsourced the trading function to achieve certain operating efficiencies.
The Board also considered the market for the Company’s stock and the challenges associated with the Company’s raising additional capital under current market conditions.
In addition, the Board received and reviewed information on SEC and other inquiries, examinations and proceedings relating to the Company and the Adviser. The Board considered the investment and legal compliance programs of the Adviser, including its implementation of enhanced compliance policies and procedures in response to SEC rule changes and other regulatory initiatives, and the level of compliance attained by the Adviser.
Based on the above factors, together with those referenced below, the Board, including a majority of the Independent Directors, concluded that it was generally satisfied with the nature, extent and quality of the investment advisory services provided to the Company by the Adviser.
Company Performance
The Board considered the Company’s NAV performance and common stock performance results over the past year and since its inception on April 18, 2011. It also considered these results in comparison to the NAV performance results of the Company compared to relevant benchmark indices and comparable funds. The Board referenced the presentation regarding performance that had occurred earlier in the meeting. The Board noted that for the 12-month period ended June 30, 2024, the Fund’s NAV had fallen 91% while its stock price fell 96%. The Directors were reminded that in the third quarter of 2023, the Fund suffered substantial setbacks involving IntraOp and Wrightspeed that led to write downs of most or all of the value of our securities of those two issuers. Later, in the second quarter of 2024, Revasum failed, and its assets were foreclosed upon by its senior creditor and subsequently sold, leaving no proceeds for equity holders such as SVVC. In all, between June 30, 2023, and June 30, 2024, the Fund’s gross assets declined from approximately $21 million to approximately $6 million due to the terminal failures of these three portfolio companies. The Board also considered the Advisor’s attempts to improve shareholder value (and related practical constraints). In addition, the Board also reviewed FCM’s efforts in working with the Board to explore the practicality of liquidation of the Company versus alternatives to liquidation of the Company. Specifically, the Board received an update from the Adviser during an executive session regarding the proposed transaction to merge the Fund with an operating company in the medical device field. The Board learned that the counterparty had chosen to abandon negotiations in favor of a competing transaction. The Board also reviewed the current state of affairs and options to move forward.
Investment Advisory Fee Rate and Other Expenses
The Board reviewed and considered the proposed contractual management fee rate and incentive fee payable by the Company to the Adviser for investment advisory services (“Advisory Fee Rate”). Additionally, the Board received and considered information comparing the Advisory Fee Rate and the total expense ratio of the Company with those of other funds in an appropriate peer universe. The Board noted that the Company’s advisory fee structure was comparable to that of funds in the business development company comparison group, and given that many funds in the comparison group utilized leverage in their investment strategies, the Company’s effective Advisory Fee Rate for holders of its common stock was lower than its peers. The Board also noted that the Advisor, in an effort to support the Company and help it to preserve cash, has not collected its accrued management fees for a number of years. In addition, the Adviser has also been paying for certain Company expenses to further help the Company to preserve cash.
Effective September 30, 2023, the Company has entered into a fee waiver agreement with FCM (the “Fee Waiver Agreement”). Pursuant to the terms of the Fee Waiver Agreement, FCM agrees to (1) waive future accruals of the base management fee starting October 1, 2023, through December 31, 2024, and (2) waive $2.5 million of base management fees that have been accrued but unpaid as of September 30, 2023. Effective March 31, 2024, the Company has entered into a fee waiver agreement with FCM (the “Fee Waiver Agreement”). Pursuant to the terms of the Fee Waiver Agreement, FCM agrees to waive $3.0 million of base management fees that have been accrued but unpaid as of March 31, 2024.
Profitability
The Board received and considered a profitability analysis of the Adviser with respect to the Company. The Board concluded that, in light of the costs of providing investment management and other services to the Company, the profits and other ancillary benefits that the Adviser received with regard to providing these services were not excessive.
Economies of Scale
The Board received and considered information regarding whether there have been economies of scale with respect to the management of the Company, whether the Company has appropriately benefited from any economies of scale, and whether there is potential for realization of any further economies of scale with respect to the Company. The consensus was that the Company is not large enough at this time to produce material economies of scale.
Information About Services to Other Clients
The Board also received and considered information about the services and fee rates offered by the Adviser to its other clients, namely Firsthand Technology Opportunities Fund and Firsthand Alternative Energy Fund, two registered investment companies also managed by the Adviser. The Board concluded that the Advisory Fee Rate charged by the Adviser to the Company was not comparable to other clients of the Adviser given the substantial differences in the services provided and the investment strategy employed. Where rates offered to those two clients were lower, the Board concluded that the costs associated with managing and operating a registered closed-end business development company when compared with a registered investment company provided a justification for a higher fee rate, notwithstanding a fee that contains a performance component.
Other Benefits to the Adviser
The Board received and considered information regarding potential “fall-out” or ancillary benefits to the Adviser as a result of its relationship with the Company. Such benefits could include, among others, benefits directly attributable to the relationship of the Adviser with the Company (such as “soft dollar” benefits) and benefits potentially derived from an increase in the business of the Adviser as a result of its relationship with the Company (such as the ability to market to shareholders other financial products offered by the Adviser).
Other Factors and Broader Review
Throughout the year, the Board regularly reviews and assesses the quality of the services that the Company receives from the Adviser. In this regard, the Board reviews reports of the Adviser in each of its quarterly meetings, which include, among other things, a detailed portfolio review and detailed fund performance reports. In addition, the Board interviews the portfolio manager of the Company at various times throughout the year.
Conclusion
After considering the aforementioned factors and based on its deliberations and evaluation of the information provided to it, the Board concluded that re-approval of the Company’s Investment Management Agreement was in the best interest of the Company and its shareholders.
| EXHIBIT NUMBER |
Description |
| 101. | The following financial information from Firsthand Technology Vale Fund’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Income for the three and nine months ended September 30, 2024 and September 30, 2023; (ii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024 and September 30, 2023; (iii) Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023; (iv) Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and September 30, 2023; and (v) Notes to Consolidated Financial Statements. |
| 104. | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document and included in Exhibit 101). |
Pursuant to the requirements of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FIRSTHAND TECHNOLOGY VALUE FUND, INC. (Registrant) |
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| Dated: November 14, 2024 |
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|
| Kevin Landis Chief Executive Officer and Chief Financial Officer |
EXHIBIT INDEX
| EXHIBIT NUMBER |
Description |
| 101. | The following financial information from Firsthand Technology Vale Fund’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Income for the three and nine months ended September 30, 2024 and September 30, 2023; (ii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024 and September 30, 2023; (iii) Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023; (iv) Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and September 30, 2023; and (v) Notes to Consolidated Financial Statements. |
| 104. | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document and included in Exhibit 101). |