UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 10-Q

 

 

 

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

( For the quarterly period ended June 30, 2018

 

or

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________________ to ___________________

 

Commission File Number 814-00991

 

 

 

MILL CITY VENTURES III, LTD.
(Exact name of registrant as specified in its charter)

 

 

 

     
Minnesota   90-0316651
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     
328 Barry Avenue South #210, Wayzata, Minnesota   55391
(Address of principal executive offices)   (Zip Code)

 

(952) 479-1923

(Registrant’s telephone number, including area code)

 

 

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes    ¨ No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes    ¨ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

  Large accelerated filer ¨ Accelerated filer ¨
  Non-accelerated filer ¨ Smaller reporting company x
    Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes    x No

 

As of August 10, 2018, Mill City Ventures III, Ltd. had 11,067,402 shares of common stock, and no other classes of capital stock, outstanding.

 

 

 

 

 

 

MILL CITY VENTURES III, LTD.

 

Index to Form 10-Q

for the Quarter Ended June 30, 2018

 

    Page No.
PART I. FINANCIAL INFORMATION
     
Item 1. Financial Statements  
     
  Balance Sheets – June 30, 2018 and December 31, 2017 3
     
  Statements of Operations – Three and six months ended June 30, 2018 and June 30, 2017 4
     
  Statements of Changes in Net Assets – Six months ended June 30, 2018 and June 30, 2017 5
     
  Statements of Cash Flows – Six months ended June 30, 2018 and June 30, 2017 6
     
  Schedule of Investments – June 30, 2018 and December 31, 2017 7
     
  Notes to Financial Statements – June 30, 2018 12
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 21
     
Item 4. Controls and Procedures 24
     
PART II. OTHER INFORMATION  
     
Item 6. Exhibits 25
     
SIGNATURES 25

 

  -2- 

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1.FINANCIAL STATEMENTS

 

MILL CITY VENTURES III, LTD.

BALANCE SHEETS

 

   June 30, 2018
(unaudited)
   December 31, 2017
(audited)
 
ASSETS        
Investments, at fair value:  $9,135,268   $7,240,860 
Non-control/non-affiliate investments (cost: $7,222,366 and $7,000,745 respectively)          
Cash   1,127,225    2,158,314 
Prepaid expenses   85,823    62,549 
Receivable for sale of investments       267,119 
Interest and dividend receivables   55,639    39,574 
Leasehold improvements, net   3,502    7,557 
Property and equipment, net   5,932    7,218 
Total Assets  $10,413,389   $9,783,191 
           
LIABILITIES          
Current Liabilities          
Accounts payable   32,112    37,091 
Payable for purchase of investments       106,222 
Deferred rent   9,869    10,663 
Total Current Liabilities   41,981    153,976 
Total Liabilities   41,981    153,976 
Commitments and Contingencies (Note 6)          
           
SHAREHOLDERS EQUITY (NET ASSETS)          
Common Stock, par value $0.001 per share (250,000,000 authorized; 11,067,402 and 11,067,402 outstanding)   11,067    11,067 
Additional paid-in capital   10,774,653    10,774,653 
Accumulated deficit   (1,159,665)   (1,159,665)
Accumulated undistributed investment loss   (1,471,930)   (1,194,773)
Accumulated undistributed net realized gains on investment transactions   304,381    957,818 
Net unrealized appreciation in value of investments   1,912,902    240,115 
Total Shareholders' Equity (net assets)   10,371,408    9,629,215 
Total Liabilities and Shareholders' Equity  $10,413,389   $9,783,191 
Net Asset Value Per Common Share  $0.94   $0.87 

 

See accompanying Notes to Financial Statements

 

  -3- 

 

 

MILL CITY VENTURES III, LTD.

STATEMENTS OF OPERATIONS (UNAUDITED)

 

   Three Months Ended   Six Months Ended 
   June 30, 2018   June 30, 2017   June 30, 2018   June 30, 2017 
Investment Income                    
Interest income  $25,506   $27,854   $59,652   $51,051 
Dividend income   13,544    8,655    13,923    22,022 
Total Investment Income   39,050    36,509    73,575    73,073 
                     
Operating Expenses                    
Professional fees   45,192    59,814    105,473    126,550 
Payroll   56,272    67,429    117,325    108,787 
Insurance   19,583    18,694    38,474    36,140 
Occupancy   22,547    22,509    45,302    42,331 
Director's fees   15,000    15,000    30,000    30,000 
Depreciation and amortization   2,670    2,747    5,341    5,495 
Other general and administrative   2,887    2,340    8,817    5,444 
Total Operating Expenses   164,151    188,533    350,732    354,747 
Net Investment Loss  $(125,101)  $(152,024)  $(277,157)  $(281,674)
                     
Realized and Unrealized Gain (Loss) on Investments                    
Net realized gain (loss) on investments   (705,189)   35,799    (653,437)   748,070 
Net change in unrealized appreciation (depreciation) on investments   1,032,893    304,886    1,672,787    (298,253)
Net Realized and Unrealized Gain on Investments   327,704    340,685    1,019,350    449,817 
Net Increase in Net Assets Resulting from Operations  $202,603   $188,661   $742,193   $168,143 
                     
Net Increase  in Net Assets Resulting from Operations per share:                    
Basic and diluted  $0.02   $0.02   $0.07   $0.01 
                     
Weighted-average number of common shares outstanding   11,067,402    12,151,493    11,067,402    12,151,493 

 

See accompanying Notes to Financial Statements

 

  -4- 

 

 

MILL CITY VENTURES III, LTD.

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

 

   Six Months Ended   Six Months Ended 
   June 30, 2018   June 30, 2017 
Net Assets at Beginning of Period  $9,629,215   $9,387,408 
Net investment loss   (277,157)   (281,674)
Net realized gain (loss) on investments   (653,437)   748,070 
Net increase (decrease) in unrealized appreciation on investments   1,672,787    (298,253)
Net increase  in net assets resulting from operations   742,193    168,143 
Total  net increase in net assets resulting from operations   742,193    168,143 
Net Assets at End of Period  $10,371,408   $9,555,551 
           
Accumulated undistributed net investment loss  $(1,471,930)  $(1,611,879)

 

See accompanying Notes to Financial Statements

 

  -5- 

 

 

MILL CITY VENTURES III, LTD.

STATEMENTS OF CASH FLOWS (UNAUDITED)

 

   Six Months Ended 
   June 30,
2018
   June 30,
2017
 
Cash flows from operating activities:          
Net increase in net assets resulting from operations  $742,193   $168,143 
           
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided (used) in operating activities:          
Net change in unrealized appreciation or depreciation on investments   (1,672,787)   298,253 
Net realized (gain) loss on investments   653,437    (748,070)
Payments for purchases of investments   (1,824,303)   (1,128,365)
Payments for purchases of investments sold short   (200,341)    
Proceeds from sales of investments   971,652    2,397,699 
Proceeds from sales of investments sold short   177,934    85,936 
Depreciation and amortization expense   5,341    5,495 
           
Changes in operating assets and liabilities:          
Prepaid expenses   (23,274)   (26,549)
Interest and dividends receivable   (16,065)   (14,381)
Receivable for investment sales   267,119     
Accounts payable   (4,979)   (2,378)
Deferred rent   (794)   (315)
Payable for investment purchase   (106,222)   106,288 
Net cash provided (used) in operating activities   (1,031,089)   1,141,756 
Net increase (decrease) in cash   (1,031,089)   1,141,756 
Cash, beginning of period   2,158,314    2,344,751 
Cash, end of period  $1,127,225   $3,486,507 

 

See accompanying Notes to Financial Statements

 

  -6- 

 

 

MILL CITY VENTURES III, LTD.

SCHEDULE OF INVESTMENTS

JUNE 30, 2018

 

Investments (1)  Investment Type (5)  Interest
Rate (6)
  Expiration
Date (7)
  Shares/Units   Cost   Fair Value   Percentage
of Net
Assets
   Gross
Unrealized
Appreciation
   Gross
Unrealized
Depreciation
   Net
Unrealized
Appreciation
(Depreciation)
 
Equity Investments                                            
Advertising                                            
Creative Realities, Inc.  Warrants (8)  n/a  12/28/2020   1,071,429        21,429    0.21%   21,429        21,429 
Business Services                                            
Spar Group Inc.  Common Stock (8)  n/a  n/a   200,012    284,592    252,015    2.43%       32,577    (32,577)
Consumer                                            
Bridgford Foods Company  Common Stock  n/a  n/a   2,959    43,805    40,242             3,563    (3,563)
Famous Daves of America, Inc.  Common Stock  n/a  n/a   38,963    154,409    263,000         108,591        108,591 
HG Holdings, Inc.(fka Stanley Furniture Co, Inc.)  Common Stock (8)  n/a  n/a   200,000    199,118    130,000         1,413    70,531    (69,118)
J Jill Inc.  Common Stock (8)  n/a  n/a   10,000    89,512    93,400         3,888        3,888 
Nordstroms, Inc.  Common Stock (8)  n/a  n/a   872    42,549    45,152         2,603        2,603 
Tzfat Spirits of Israel, LLC  LLC Membership Units (8)  n/a  n/a   55,000    101,019    25,000             76,019    (76,019)
                  630,412    596,794    5.75%   116,495    150,113    (33,618)
Education                                            
Nat'l Amer. Univ. Holdings, Inc.  Common Stock  n/a  n/a   132,053    204,773    125,305    1.21%   1,561    81,029    (79,468)
Financial                                            
OTC Markets Group Cl A  Common Stock  n/a  n/a   11,076    179,456    320,096         140,640        140,640 
Hi-Crush Partners, LP  Common Stock (9)  n/a  n/a   10,000    104,222    118,000         13,778        13,778 
                  283,678    438,096    4.22%   154,418        154,418 
Healthcare                                            
Reshape Life Sciences Inc.  Preferred LLC Units (4) (8)  n/a  n/a   156    155,321    98,397             56,924    (56,924)
Reshape Life Sciences Inc.  Warrants (8)  n/a  8/16/2024   67,860    679                 679    (679)
HemaCare Corp.  Common Stock (8)  n/a  n/a   139,697    430,876    1,075,667         644,791        644,791 
Opiant Pharmaceuticals, Inc.  Common Stock (8)  n/a  n/a   10,000    201,856    143,900             57,956    (57,956)
                  788,732    1,317,964    12.71%   644,791    115,559    529,232 
Industrial Goods                                            
CPI Aerostructures Inc.  Common Stock  n/a  n/a   12,540    121,925    131,670         9,745        9,745 
                  121,925    131,670    1.27%   9,745        9,745 

 

  -7- 

 

 

Information Technology                                            
Energous Corp.  Common Stock  n/a  n/a   5,000    90,122    74,150             15,972    (15,972)
Insite Software Solutions, Inc  Warrants (8)  n/a  12/30/2023   108,960                          
International Game Technology, Inc.  Common Stock  n/a  n/a   2,000    57,219    46,480             10,739    (10,739)
Kwikbit Inc. (fka Max 4G, Inc.)  Preferred Stock (8)  n/a  n/a   300,000    150,000    300,000         150,000        150,000 
Microvision, Inc.  Common Stock  n/a  n/a   100,000    125,000    112,000             13,000    (13,000)
Points International, Inc.  Common Stock  n/a  n/a   8,000    98,932    131,680         32,748        32,748 
Simulations Plus, Inc.  Common Stock  n/a  n/a   25,001    246,710    556,262         309,552        309,552 
Travelzoo, Inc.  Common Stock  n/a  n/a   15,100    138,966    258,210         119,244        119,244 
Western Digital Corp.  Common Stock  n/a  n/a   2,000    157,752    154,820             2,932    (2,932)
Zynga Inc.  Common Stock  n/a  n/a   50,000    205,232    203,500             1,732    (1,732)
                  1,269,933    1,837,102    17.71%   611,544    44,375    567,169 
Leisure & Hospitality                                            
Bitesquad.com LLC  Preferred LLC Units (4) (8)  n/a  n/a   13,227    726,736    726,736                  
Bitesquad.com LLC  Common Stock (8)  n/a  n/a   60,316    288,157    1,293,490         1,005,333        1,005,333 
DBR Enclave US Investors, LLC  LLC Membership Units  15%  1/31/2020   500,000    500,000    500,000                  
                  1,514,893    2,520,226    24.30%   1,005,333        1,005,333 
Oil & Gas                                            
Matrix Service Company  Common Stock (8)  n/a  n/a   10,000    182,580    183,500         920        920 
Northern Capital Partners I, LP  Limited Partnership Units (8)  n/a  n/a   550,000    550,000    488,629             61,371    (61,371)
Southern Plains Resources, Inc.  Common Stock (8)  n/a  n/a   600,000    730,000                 730,000    (730,000)
                  1,462,580    672,129    6.48%   920    791,371    (790,451)
Publishing                                            
Educational Development Corp.  Common Stock  n/a  n/a   65,202    660,848    1,222,538    11.79%   561,690        561,690 
                                             
                                             
Total Equity Investments                 7,222,366    9,135,268    88.08%   3,127,926    1,215,024    1,912,902 
                                             
Total Cash                 1,127,225    1,127,225    10.87%            
                                             
Total Investments, Cash                $8,349,591   $10,262,493    98.95%  $3,127,926   $1,215,024   $1,912,902 

 

(1)All investments and all cash, restricted cash and cash equivalents are “qualifying assets” under Section 55(a) of the Investment Company Act of 1940 unless indicated to the contrary in the table or by footnote.
(4)Investment is convertible into common equity of the issuer.
(5)In the case of warrants, warrants provide for the right to purchase common equity of the issuer.
(6)In the case of preferred stock, this represents the right to annual cumulative dividends calculated on a per annum basis.
(7)In the case of warrants, purchase rights under the warrants will expire at the close of business on this date.
(8)Investment is not an income-producing investment.
(9)Investment is neither a “qualifying asset” under Section 55(a) of the Investment Company Act of 1940, nor a restricted security.

At June 30, 2018, aggregate non-qualifying assets represented approximately 9.5% of our total assets.

(10)At June 30, 2018, the estimated net unrealized gain for federal tax purposes was $2,114,336, based on a tax cost basis of $7,020,932. At June 30, 2018 the estimated aggregate gross unrealized gain for federal income tax purposes was $3,214,666, and the estimated gross unrealized loss for federal income tax purposes was $1,100,330.

  

  -8- 

 

 

MILL CITY VENTURES III, LTD.

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2017

 

Investments (1)  Investment Type  Interest
Rate (2)
   Maturity
Date
  Principal
Amount
   Cost   Fair Value   Percentage
of Net
Assets
   Gross
Unrealized
Appreciation
   Gross
Unrealized
Depreciation
   Net
Unrealized
 Appreciation
(Depreciation)
 
Debt Investments                                              
Consumer                                              
Mix 1 Life, Inc.  Secured Loan (4)   12%  2/6/2016  $500,000    500,000                 500,000    (500,000)
Mix 1 Life, Inc.  Secured Loan   12%  3/13/2016  $250,000    250,000                 250,000    (250,000)
                    750,000        0.00%       750,000    (750,000)
Financial                                              
Bravo Financial LLC  Secured Loan   12%  8/31/2018  $500,000    500,000    500,000    5.19%            
                                               
Total Debt Investments                   1,250,000    500,000    5.19%       750,000    (750,000)

 

  -9- 

 

 

Investments (1)  Investment Type (5)  Interest
Rate (6)
  Expiration
Date (7)
  Shares/Units   Cost   Fair Value   Percentage
of Net
Assets
   Gross
Unrealized
Appreciation
   Gross
Unrealized
Depreciation
   Net
Unrealized
Appreciation
(Depreciation)
 
Equity Investments                                            
Advertising                                            
Creative Realities, Inc.  Warrants (8)  n/a  12/28/2020   1,071,429        42,857    0.45%   42,857        42,857 
Consumer                                            
Famous Daves of America, Inc.  Common Stock  n/a  n/a   37,923    159,087    248,395         89,308        89,308 
Forward Industries, Inc.  Common Stock (8)  n/a  n/a   20,100    23,969    24,723         778    24    754 
Mix 1 Life, Inc.  Common Stock (10)  n/a  n/a   100,000    46,160    800             45,360    (45,360)
Stanley Furniture Co., Inc.  Common Stock (8)  n/a  n/a   171,292    181,871    149,024             32,847    (32,847)
Tzfat Spirits of Israel, LLC  LLC Membership Units (8)  n/a  n/a   55,000    101,019    25,000             76,019    (76,019)
                  512,106    447,942    4.65%   90,086    154,250    (64,164)
Education                                            
Nat'l Amer. Univ. Holdings, Inc.  Common Stock  n/a  n/a   100,000    172,757    142,000    1.47%   3,321    34,078    (30,757)
Financial                                            
OTC Markets Group Cl A  Common Stock  n/a  n/a   11,279    182,557    327,655         145,098        145,098 
Hi-Crush Partners, LP  Common Stock (9)  n/a  n/a   10,000    106,222    107,000         778        778 
QC Holdings, Inc.  Common Stock (8)  n/a  n/a   15,000    10,655    6,862             3,793    (3,793)
                  299,434    441,517    4.59%   145,876    3,793    142,083 
Healthcare                                            
Reshape Life Sciences Inc.  Preferred LLC Units (4) (8)  n/a  n/a   156    155,321    100,433             54,888    (54,888)
Reshape Life Sciences Inc.  Warrants (8)  n/a  8/16/2024   67,860    679                 679    (679)
HemaCare Corp.  Common Stock (8)  n/a  n/a   136,897    421,839    413,429         6,396    14,806    (8,410)
                  577,839    513,862    5.34%   6,396    70,373    (63,977)
Industrial Goods                                            
ClearSign Combustion Corp.  Common Stock  n/a  n/a   3,400    11,310    12,240         930        930 
                  11,310    12,240    0.12%   930        930 
Information Technology                                            
Insite Software Solutions, Inc  Warrants (8)  n/a  12/30/2023   108,960                          
MAX 4G, Inc.  Preferred Stock (8)  n/a  n/a   300,000    150,000    300,000         150,000        150,000 
Simulations Plus, Inc.  Common Stock  n/a  n/a   25,001    246,710    402,509         155,799        155,799 
Travelzoo, Inc.  Common Stock  n/a  n/a   30,000    324,848    193,500             131,348    (131,348)
                  721,558    896,009    9.31%   305,799    131,348    174,451 
Leisure & Hospitality                                            
Bitesquad.com LLC  Preferred LLC Units (4) (8)  n/a  n/a   13,227    726,736    726,736         1,005,333        1,005,333 
Bitesquad.com LLC  Common Stock (8)  n/a  n/a   60,316    288,157    1,293,490                     
DBR Enclave US Investors, LLC  LLC Membership Units  15%  1/31/2020   500,000    500,000    500,000                  
                  1,514,893    2,520,226    26.17%   1,005,333        1,005,333 
Oil & Gas                                            
Northern Capital Partners I, LP  Limited Partnership Units (8)  n/a  n/a   550,000    550,000    488,629             61,371    (61,371)
Southern Plains Resources, Inc.  Common Stock (8)  n/a  n/a   600,000    730,000                 730,000    (730,000)
                  1,280,000    488,629    5.07%       791,371    (791,371)
Publishing                                            
Educational Development Corp.  Common Stock  n/a  n/a   65,202    660,848    1,235,578    12.83%   574,730        574,730 
                                             
Total Equity Investments                 5,750,745    6,740,860    70.00%   2,175,328    1,185,213    990,115 
                                             
Total Cash and Cash Equivalents                 2,158,314    2,158,314    22.41%            
                                             
Total Investments, Cash and Cash Equivalents                 9,159,059    9,399,174    97.60%   2,175,328    1,935,213    240,115 

 

  -10- 

 

 

(1)All investments and all cash, restricted cash and cash equivalents are “qualifying assets” under Section 55(a) of the Investment Company Act of 1940 unless indicated to the contrary in the table or by footnote.

 

(2)Interest is presented on a per annum basis.

 

(3)Investment is secured but payment and collateral are subordinated to the debt of another creditor by contract.

 

(4)Investment is convertible into common equity of the issuer.

 

(5)In the case of warrants, warrants provide for the right to purchase common equity of the issuer.

 

(6)In the case of preferred stock, this represents the right to annual cumulative dividends calculated on a per annum basis.

 

(7)In the case of warrants, purchase rights under the warrants will expire at the close of business on this date.

 

(8)Investment is not an income-producing investment.

 

(9)Investment is neither a “qualifying asset” under Section 55(a) of the Investment Company Act of 1940, nor a restricted security.

 

At December 31, 2017, aggregate non-qualifying assets represented approximately 1.1% of our total assets.

 

(10)Value reflects 20% discount for restricted nature of securities

 

(11)At December 31, 2017, the estimated net unrealized gain for federal tax purposes was $541,796, based on a tax cost basis of $6,699,064. At December 31, 2017, the estimated aggregate gross unrealized gain for federal income tax purposes was $2,365,077, and the estimated gross unrealized loss for federal income tax purposes was $1,823,281.

 

  -11- 

 

 

MILL CITY VENTURES III, LTD.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2018

 

NOTE 1 – ORGANIZATION

 

Mill City Ventures III, Ltd. is an investment company incorporated in the State of Minnesota on January 10, 2006. In this report, we generally refer to Mill City Ventures III, Ltd. in the first person “we.” On occasion, we refer to our company in the third person as “Mill City Ventures” or the “company.” The company follows accounting and reporting guidance in Accounting Standards (“ASC”) 946.

 

We are an internally managed closed-end non-diversified management investment company. We have elected to be regulated as a business development company, or “BDC,” under the Investment Company Act of 1940 (the “1940 Act”). To date, we have not made an election to be treated as a regulated investment company, or “RIC,” under the Internal Revenue Code of 1986 (the “Code”).

 

We primarily focus on investing in or lending to privately held and small-cap publicly traded U.S. companies, and making managerial assistance available to such companies. These investments are typically structured as purchases of preferred or common stock, investment contracts, or loans evidenced by promissory notes that may be convertible into stock by their terms or that may be accompanied by the issuance to us of warrants or similar rights to purchase stock. Our investments may be made for purposes of financing acquisitions, recapitalizations, buyouts, organic growth and working capital. Our future revenues will relate to the gain we realize from the sale of securities we purchase, and to dividends and interest we derive from those securities. Our investment objective is to generate both current income and capital appreciation that ultimately result in gains.

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation: The accompanying unaudited condensed financial statements of Mill City Ventures have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (GAAP) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the quarter ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.

 

The condensed balance sheet as of December 31, 2017 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. For further information, refer to the financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017.

 

Reclassifications: Certain December 31, 2017 amounts have been reclassified to conform to the current period end presentation.

 

Use of estimates: The preparation of financial statements in conformity with GAAP requires management and our independent board members to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. For more information, see the “Valuation of portfolio investments” caption below, and “Note 4 – Fair Value of Financial Instruments” below.

 

Cash deposits: We maintain our cash balances in financial institutions and with regulated financial investment brokers. Cash on deposit in excess of FDIC and similar coverage is subject to the usual banking risk of funds in excess of those limits.

 

Valuation of portfolio investments: We carry our investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), issued by the Financial Accounting Standards Board (“FASB”), which defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. Fair value is generally based on quoted market prices provided by independent pricing services, broker or dealer quotations, or alternative price sources. In the absence of quoted market prices, broker or dealer quotations, or alternative price sources, investments are measured at fair value as determined by the Valuation Committee of our Board of Directors based on, among other things, the input of our executive management, the Audit Committee of our Board of Directors, and any independent third-party valuation experts that may be engaged by management to assist in the valuation of our portfolio investments, but in all cases consistent with our written valuation policies and procedures.

 

  -12- 

 

 

MILL CITY VENTURES III, LTD.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2018

 

Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. In addition, such investments are generally less liquid than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it.

 

For more information, see Note 4 “Fair Value of Financial Instruments.”

 

Income taxes: We account for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. For more information, see Note 7 “Income Taxes.”

 

Revenue recognition: Realized gains or losses on the sale of investments are calculated using the specific investment method.

 

Interest income, adjusted for amortization of premiums and accretion of discounts, is recorded on an accrual basis. Discounts from and premiums to par value on securities purchased are accreted or amortized, as applicable, into interest income over the life of the related security using the effective-yield method. The amortized cost of investments represents the original cost, adjusted for the accretion of discounts and amortization of premiums, if any. Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more, or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past-due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to the policy described above if a loan has sufficient collateral value and is in the process of collection.

 

Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.

 

Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interested or accumulated dividends that are added to the loan principal or stated value of the investment on the respective interest- or dividend-payment dates rather than being paid in cash, and generally becomes due at maturity or upon being repurchased by the issuer. PIK interest or dividends is recorded as interest or dividend income, as applicable. If at any point we believe that PIK interest or dividends is not expected to realized, the PIK-generating investment will be placed on non-accrual status. Accrued PIK interest or dividends are generally reversed through interest or dividend income, respectively, when an investment is placed on non-accrual status.

 

Recent accounting pronouncements: In February 2016, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The guidance in this ASU supersedes the leasing guidance in Leases (Topic 840). Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for those leases previously classified as operating leases. The guidance requires the use of a modified retrospective transition approach, which includes a number of optional practical expedients that entities may elect to apply. The amendments in ASU No. 2016-02 are effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early adoption permitted. While we are currently evaluating the impact of ASU No. 2016-02, we expect an increase to the balance sheets for the lease assets and associated lease liabilities for our lease agreements previously accounted for as operating leases.

 

Allocation of net gains and losses: All income, gains, losses, deductions and credits for any investment are allocated in a manner proportionate to the shares owned.

 

Management and service fees: We do not incur expenses related to management and service fees. Our executive management team manages our investments as part of their employment responsibilities.

 

  -13- 

 

 

MILL CITY VENTURES III, LTD.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2018

 

NOTE 3 – INVESTMENTS

 

The following table shows the composition of our investment portfolio by major class, at amortized cost and fair value, as of June 30, 2018 (together with the corresponding percentage of the fair value of our total portfolio of investments):

 

   As of June 30, 2018 
   Investments at
Amortized Cost
   Percentage of
Amortized Cost
   Investments at
Fair Value
   Percentage of
Fair Value
 
Senior Secured Loans  $    %  $    %
Preferred Stock   1,032,057    14.3    1,125,133    12.3 
Common Stock   5,038,611    69.8    6,975,077    76.4 
Warrants   679        21,429    0.2 
Other Equity   1,151,019    15.9    1,013,629    11.1 
Total  $7,222,366    100.0%  $9,135,268    100.0%

 

The following table shows the composition of our investment portfolio by major class, at amortized cost and fair value, as of December 31, 2017 (together with the corresponding percentage of the fair value of our total portfolio of investments):

 

   As of December 31, 2017 
   Investments at
Amortized Cost
   Percentage of
Amortized Cost
   Investments at  
Fair Value
   Percentage of  
Fair Value
 
Senior Secured Loans  $1,250,000    17.9%  $500,000    6.9%
Preferred Stock   1,032,057    14.7    1,127,169    15.6 
Common Stock   3,566,990    51.0    4,557,205    62.9 
Warrants   679        42,857    0.6 
Other Equity   1,151,019    16.4    1,013,629    14.0 
Total  $7,000,745    100.0%  $7,240,860    100.0%

 

The following table shows the composition of our investment portfolio by industry grouping, based on fair value as of June 30, 2018:

 

   As of June 30, 2018 
   Investments at  
Fair Value
   Percentage of
Fair Value
 
Advertising  $21,429    0.23%
Business Services   252,015    2.76 
Consumer   596,794    6.53 
Education   125,305    1.37 
Financial   438,096    4.80 
Healthcare   1,317,964    14.43 
Industrial Goods   131,670    1.44 
Information Technology   1,837,102    20.11 
Leisure & Hospitality   2,520,226    27.59 
Oil & Gas   672,129    7.36 
Publishing   1,222,538    13.38 
Total  $9,135,268    100.00%

 

  -14- 

 

 

MILL CITY VENTURES III, LTD.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2018

 

The following table shows the composition of our investment portfolio by industry grouping, based on fair value as of December 31, 2017:

 

   As of December 31, 2017 
   Investments at
Fair Value
   Percentage of
Fair Value
 
Advertising  $42,857    0.59%
Consumer   447,942    6.19 
Education   142,000    1.96 
Financial   941,517    13.00 
Healthcare   513,862    7.10 
Industrial Goods   12,240    0.17 
Information Technology   896,009    12.37 
Leisure & Hospitality   2,520,226    34.81 
Oil & Gas   488,629    6.75 
Publishing   1,235,578    17.06 
Total  $7,240,860    100.00%

 

We do not “control,” and we are not an “affiliate” (as each of those terms is defined in the 1940 Act), of any of our portfolio companies as of June 30, 2018. Under the 1940 Act, we would generally be presumed to “control” a portfolio company if we owned more than 25% of its voting securities, and be an “affiliate” of a portfolio company if we owned at least 5% and up to 25% of its voting securities.

 

NOTE 4 – FAIR VALUE OF FINANCIAL INSTRUMENTS

 

General information: Accounting guidance establishes a hierarchal disclosure framework that prioritizes and ranks the level of market price observability of inputs used in measuring investments at fair value. Observable inputs must be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability based upon the best information available. Assets and liabilities measured at fair value are to be categorized into one of the three hierarchy levels based on the relative observability of inputs used in the valuation. The three levels are defined as follows:

 

·Level 1: Observable inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

·Level 2: Observable inputs based on quoted prices for similar assets and liabilities in active markets, or quoted prices for identical assets and liabilities in inactive markets.

 

·Level 3: Unobservable inputs that reflect an entity’s own assumptions about what inputs a market participant would use in pricing the asset or liability based on the best information available in the circumstances.

 

Our valuation policy and procedures: Under our valuation policies and procedures, we evaluate the source of inputs, including any markets in which our investments are trading, and then apply the resulting information in determining fair value. For our Level 1 investment assets, our valuation policy generally requires us to use a market approach, considering the last quoted closing price of a security we own that is listed on a securities exchange, and in a case where a security we own is listed on an over-the-counter market, to average the last quoted bid and ask price on the most active market on which the security is quoted. In the case of traded debt securities the prices for which are not readily available, we may value those securities using a present value approach, at their weighted-average yield to maturity.

 

  -15- 

 

MILL CITY VENTURES III, LTD.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2018

 

The estimated fair value of our Level 3 investment assets is determined on a quarterly basis by the Valuation Committee of our Board of Directors, pursuant to our written Valuation Policy and Procedures. These policies and procedures generally require that we value our Level 3 equity investments at cost plus any accrued interest, unless circumstances warrant a different approach. Our Valuation Policy and Procedures provide examples of these circumstances, such as when a portfolio company has engaged in a subsequent financing of more than a de minimis size involving sophisticated investors (in which case we may use the price involved in that financing as a determinative input absent other known factors), or when a portfolio company is engaged in the process of a transaction that we determine is reasonably likely to occur (in which case we may use the price involved in the pending transaction as a determinative input absent other known factors). Other situations identified in our Valuation Policy and Procedures that may serve as input supporting a change in the valuation of our Level 3 equity investments include (i) a third-party valuation conducted by an independent and qualified professional, (ii) changes in the performance of long-term financial prospects of the portfolio company, (iii) a subsequent financing that changes the distribution rights associated with the equity security we hold, or (iv) sale transactions involving comparable companies, but only if further supported by a third-party valuation conducted by an independent and qualified professional.

 

When valuing preferred equity investments, we generally view intrinsic value as a key input. Intrinsic value means the value of any conversion feature (if the preferred investment is convertible) or the value of any liquidation or other preference. Discounts to intrinsic value may be applied in cases where the issuer’s financial condition is impaired or, in cases where intrinsic value relating to a conversion is determined to be a key input, to account for resale restrictions applicable to the securities issuable upon conversion.

 

When valuing warrants, our Valuation Policy and Procedures indicate that value will generally be the difference between closing price of the underlying equity security and the exercise price, after applying an appropriate discount for restriction, if applicable, in situations where the underlying security is marketable. If the underlying security is not marketable, then intrinsic value will be considered consistent with the principles described above. Generally, “out-of-the-money” warrants will be valued at cost or zero.

 

For non-traded (Level 3) debt securities with a residual maturity less than or equal to 60 days, the value will generally be based on a present value approach, considering the straight-line amortized face value of the debt unless justification for impairment exists.

 

On a quarterly basis, our management provides members of our Valuation Committee with (i) valuation reports for each portfolio investment (which reports include our cost, the most recent prior valuation and any current proposed valuation, and an indication of the valuation methodology used, together with any other supporting materials); (ii) Mill City Ventures’ bank and other statements pertaining to our cash and cash equivalents; (iii) quarter- or period-end statements from our custodial firms holding any of our portfolio investments; and (iv) recommendations to change any existing valuations of our portfolio investments or hierarchy levels for purposes of determining the fair value of such investments based upon the foregoing. The committee then discusses these materials and, consistent with the policies and approaches outlined above, makes final determinations respecting the valuation and hierarchy levels of our portfolio investments.

 

We made no changes to our Valuation Policy and Procedures during the reporting period.

 

Level 3 valuation information: Due to the inherent uncertainty in the valuation process, the estimate of the fair value of our investment portfolio as of June 30, 2018 may differ materially from values that would have been used had a readily available market for the securities existed.

 

The following table presents the fair value measurements of our portfolio investments by major class, as of June 30, 2018, according to the fair value hierarchy:

 

   As of June 30, 2018 
   Level 1   Level 2   Level 3   Total 
Senior Secured Loans  $-   $-   $-   $- 
Preferred Stock   -    98,397    1,026,736    1,125,133 
Common Stock   5,681,587    -    1,293,490    6,975,077 
Warrants   -    21,429    -    21,429 
Other Equity   -    -    1,013,629    1,013,629 
Total  $5,681,587   $119,826   $3,333,855   $9,135,268 

 

The following table presents the fair value measurements of our portfolio investments by major class, as of December 31, 2017, according to the fair value hierarchy:

 

   As of December 31, 2017 
   Level 1   Level 2   Level 3   Total 
Senior Secured Loans  $-   $-   $500,000   $500,000 
Preferred Stock   -    100,433    1,026,736    1,127,169 
Common Stock   3,262,915    800    1,293,490    4,557,205 
Warrants   -    42,857    -    42,857 
Other Equity   -    -    1,013,629    1,013,629 
Total  $3,262,915   $144,090   $3,833,855   $7,240,860 

 

  -16- 

 

 

MILL CITY VENTURES III, LTD.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2018

 

The following table presents a reconciliation of the beginning and ending fair value balances for our Level 3 portfolio investment assets for the six months ended June 30, 2018:

 

   Senior Secured
Loans
   Preferred Stock   Common Stock   Warrants   Other Equity 
Balance as of December 31, 2017  $500,000   $1,026,736   $1,293,490   $-   $1,013,629 
Net change in unrealized appreciation (depreciation)   750,000    -    -    -    - 
Purchases and other adjustments to cost   -    -    -    -    - 
Sales and redemptions   (550,000)   -    -    -    - 
Net realized gain   (700,000)   -    -    -    - 
Balance as of June 30, 2018  $-   $1,026,736   $1,293,490   $-   $1,013,629 

 

The net change in unrealized depreciation for the six months ended June 30, 2018 attributable to Level 3 portfolio investments still held as of June 30, 2018 is $0.

 

The following table lists our level 3 investments held as of June 30, 2018 and the unobservable inputs used to determine their valuation:

 

   Security Type  6/30/18 FMV   Unobservable Inputs
Insite Software Solutions, Inc  Warrants     company is a going-concern
Tzfat Spirits of Israel, LLC  Other Equity   25,000   last funding secured by company
MAX 4G, Inc.  Preferred Stock   300,000   last funding secured by company
Bitesquad.com LLC  Preferred Stock   726,736   last funding secured by company
Bitesquad.com LLC  Common Stock   1,293,490   last funding secured by company
DBR Enclave US Investors, LLC  Other Equity   500,000   cost
Northern Capital Partners I, LP  Other Equity   488,629   company is generating substantial revenue and allocated income
Southern Plains Resources, Inc.  Common Stock      company has substantially ceased operations
      $3,333,855    

 

The following table presents a reconciliation of the beginning and ending fair value balances for our Level 3 portfolio investment assets for the period ended December 31, 2017:

 

   Senior Secured
Loans
   Preferred Stock   Common Stock   Warrants   Other Equity 
Balance as of January 1, 2017  $680,000   $3,047,011   $-   $-   $513,629 
Net change in unrealized appreciation   (97,305)   (867,012)   1,005,333    -    - 
Purchases and other adjustments to cost   10,000    (288,157)   288,157    -    500,000 
Sales and redemptions   (182,695)   (746,225)   -    (5,884)   - 
Net realized gain   90,000    (118,881)   -    5,884    - 
Balance as of December 31, 2017  $500,000   $1,026,736   $1,293,490   $-   $1,013,629 

 

The net change in unrealized appreciation for the year ended December 31, 2017 attributable to Level 3 portfolio investments still held as of December 31, 2017 was $180,000, and is included in net change in unrealized appreciation (depreciation) on investments on the statement of operations.

 

  -17- 

 

 

MILL CITY VENTURES III, LTD.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2018

 

The following table lists our level 3 investments held as of December 31, 2017 and the unobservable inputs used to determine their valuation:

 

   Security Type  12/31/17 FMV   Unobservable Inputs
Mix 1 Life, Inc.  Loans (Secured)  $   company is in default on its debt to us
Bravo Financial LLC  Loans (Secured)   500,000   cost
Insite Software Solutions, Inc  Warrants      company is a going-concern
Tzfat Spirits of Israel, LLC  Other Equity   25,000   last funding secured by company
MAX 4G, Inc.  Preferred Stock   300,000   last funding secured by company
Bitesquad.com LLC  Preferred Stock   726,736   last funding secured by company
Bitesquad.com LLC  Common Stock   1,293,490   last funding secured by company
DBR Enclave US Investors, LLC  Other Equity   500,000   cost
Northern Capital Partners I, LP  Other Equity   488,629   last K-1 valuation received
Southern Plains Resources, Inc.  Common Stock      company in default on its balance sheet debt
      $3,833,855    

 

NOTE 5 – RELATED-PARTY TRANSACTIONS

 

We maintain a Code of Ethics and certain other policies relating to conflicts of interest and related-party transactions, as well as policies and procedures relating to what regulations applicable to BDCs generally describe as “affiliate transactions.” Nevertheless, from time to time we may hold investments in portfolio companies in which certain members of our management, our Board of Directors, or significant shareholders of ours, are also directly or indirectly invested. Our Board of Directors has adopted a policy to require our disclosure of these instances in our periodic filings with the SEC. Our related-party transactions requiring disclosure under this policy are:

 

·Mr. Joseph A. Geraci, II, our Chief Financial Officer, and Mr. Douglas M. Polinsky, our Chief Executive Officer, hold direct and indirect interests in the common stock of Southern Plains Resources, Inc., a company in which we made investments in common stock in each of March and July 2013.

 

·A former director of our company, Christopher Larson, had a direct interest in Mix 1 Life, Inc. and served as that company’s Chief Financial Officer at the time of a portfolio investment we made in secured convertible debt of Mix 1 Life (together with common stock purchase warrants) in February 2014. In June 2014, Mr. Larson became a director of Mix 1 Life. In August 2014, we exercised our common stock purchase warrant on a cashless basis for the purchase of Mix 1 Life common stock. In March 2015, we invested in additional secured debt of Mix 1 Life. Mr. Larson resigned from his position as a director of Mill City Ventures in November 2015.

 

·Lantern Advisors, LLC is a limited liability company equally owned by Messrs. Geraci and Polinsky, and owns a cashless warrant to purchase up to 153,846 shares of Creative Realities, Inc. at a price of $0.70 per share through July 14, 2019. We made an initial investment in secured convertible debt of Creative Realities (together with common stock purchase warrants) in February 2015, and then a subsequent investment in secured convertible debt of Creative Realities (together with common stock purchase warrants) in December 2015. In December 2015, we also exchanged our common stock purchase warrant obtained in February 2015 for shares of Creative Realities common stock.

 

  -18- 

 

 

MILL CITY VENTURES III, LTD.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2018

 

NOTE 6 – COMMITMENTS AND CONTINGENCIES

 

We have an agreement to lease approximately 1,917 square feet of commercial space, and two parking spots, for a period of 62 months. The 62-month lease term began October 1, 2013 and runs through November 30, 2018. The total base rent expense for the three and six months ended June 30, 2018 and 2017 was $11,345 and $22,689, respectively. The table below sets forth the required annual minimum lease payments:

 

Year  Amount 
2018  $21,358 
Total  $21,358 

 

NOTE 7 – INCOME TAXES

 

We plan to be taxed as a regulated investment company, or “RIC,” and intend to comply with the requirements of the Code applicable to RICs. Currently, however, we have not elected to be treated as a RIC. Upon our election to be taxed as a RIC, we will be required to distribute at least 90% of our investment company taxable income, and we intend at that time to distribute to shareholders (or retain through a deemed distribution) all of our investment company taxable income and net capital gain. Based on the foregoing, we have made no provision for income taxes. The characterization of income and gains that we will distribute is determined in accordance with income tax regulations that may differ from GAAP. Book and tax basis differences relating to shareholder dividends and distributions and other permanent book and tax differences are reclassified to paid-in capital.

 

NOTE 8 – SHAREHOLDERS’ EQUITY

 

At June 30, 2018, we had 11,067,402 shares of common stock issued and outstanding.

 

NOTE 9 – PER-SHARE INFORMATION

 

Basic net gain (loss) per common share is computed by dividing net gain (loss) by the weighted-average number of common shares outstanding during the period. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net gain (loss) per common share is set forth below:

 

   For the Three Months Ended
June 30,
 
   2018   2017 
Numerator: Net increase in net asset value resulting from operations  $202,603   $188,661 
Denominator: Weighted-average number of common shares outstanding   11,067,402    12,151,493 
Basic and diluted net gain per common share  $.02   $.02 

 

   For the Six Months Ended
June 30,
 
   2018   2017 
Numerator: Net increase in net asset value resulting from operations  $742,193   $168,143 
Denominator: Weighted-average number of common shares outstanding   11,067,402    12,151,493 
Basic and diluted net gain per common share  $.07   $.01 

 

  -19- 

 

 

MILL CITY VENTURES III, LTD.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2018

 

NOTE 10 – FINANCIAL HIGHLIGHTS

 

The following is a schedule of financial highlights for the six months ended June 30, 2018 through 2014:

 

   Six Months Ended 
   June 30,
2018
   June 30,
2017
   June 30,
2016
   June 30,
2015
   June 30,
2014
 
Per Share Data (1)                    
Net asset value at beginning of period  $0.87    0.77    0.72    0.94    0.86 
Net investment income (loss)   (0.02)   (0.02)   (0.01)   0.00    (0.01)
Net realized and unrealized gains (losses)   0.09    0.04    (0.02)   (0.03)   0.06 
Net asset value at end of period  $0.94    0.79    0.69    0.91    0.91 
                          
Ratio / Supplemental Data                         
Per share market value of investments at end of period  $0.82    0.51    0.47    0.59    0.42 
Shares outstanding at end of period   11,067,402    12,151,493    12,151,493    12,151,493    12,169,422 
Average weighted shares outstanding for the period   11,067,402    12,151,493    12,151,493    12,151,493    12,169,422 
Net assets at end of period  $10,371,408    9,555,551    8,354,165    11,086,311    11,075,824 
Average net assets (2)  $9,955,674    9,504,851    8,670,320    11,525,839    10,959,396 
Total investment return   8.05%   2.60%   (4.17)%   (3.19)%   5.81%
Portfolio turnover rate (3)   11.55%   11.87%   11.90%   12.52%   5.68%
Ratio of operating expenses to average net assets (3)   (6.98)%   (7.38)%   (3.30)%   (2.49)%   (5.34)%
Ratio of net investment income (loss) to average net assets (3)   (5.53)%   (5.89)%   (2.86)%   0.07%   (3.06)%
Ratio of realized gains (losses) to average net assets (3)   (12.79)%   16.51%   (12.02)%   5.07%   3.73%

  

(1)Per-share data was derived using the ending number of shares outstanding for the period.
(2)Based on the monthly average of net assets as of the beginning and end of each period presented.
(3)Ratios are annualized.

 

NOTE 11 – SUBSEQUENT EVENTS

 

None 

 

  -20- 

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. In addition, unless expressly stated otherwise, the comparisons presented in this MD&A refer to the same period in the prior year. Our MD&A is presented in seven sections:

 

·Overview
·Portfolio and Investment Activity
·Results of Operations
·Financial Condition
·Critical Accounting Estimates
·Off-Balance Sheet Arrangements
·Forward Looking Statements

 

OVERVIEW

 

Mill City Ventures III, Ltd. is an investment company incorporated in the State of Minnesota on January 10, 2006. In this report, we generally refer to Mill City Ventures III, Ltd. in the first person “we.” On occasion, we refer to our company in the third person as “Mill City Ventures” or the “company.”

 

We are an internally managed closed-end non-diversified management investment company. We have elected to be regulated as a business development company, or “BDC,” under the Investment Company Act of 1940 (the “1940 Act”). To date, we have not made an election to be treated as a regulated investment company, or “RIC,” under the Internal Revenue Code of 1986 (the “Code”).

 

We primarily focus on investing in or lending to privately held and small-cap publicly traded U.S. companies, and making managerial assistance available to such companies. These investments are typically structured as purchases of preferred or common stock, investment contracts, or loans evidenced by promissory notes that may be convertible into stock by their terms or that may be accompanied by the issuance to us of warrants or similar rights to purchase stock. Our investments may be made for purposes of financing acquisitions, recapitalizations, buyouts, organic growth and working capital. Our revenues relate to the gain we realize from the sale of securities we purchase, and to dividends and interest we derive from those securities. Our investment objective is to generate both current income and capital appreciation that ultimately result in gains.

 

Our principal sources of income are interest and dividends we earn on our investments, and proceeds from the sale or redemption of our investments. Our statements of operations also reflect gain from increases in the carrying value of our investments (i.e., unrealized appreciation). Our principal expenses relate to operating expenses, the largest components of which are generally professional fees, payroll, occupancy, and insurance expenses. Our statements of operations also reflect loss from decreases in the carrying value of our investments (i.e., unrealized depreciation).

 

As a BDC, we are required to comply with certain regulatory requirements. For example, we must invest at least 70% of our total assets in “qualifying assets,” including securities of private or small-cap publicly traded U.S. companies and cash, cash equivalents, U.S. government securities and high quality debt investments that mature in one year or less. We may from time to time invest up to 30% of our assets opportunistically in other types of investments, including the securities of larger public companies and foreign securities. In addition, we will be permitted, under certain conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock, but only if our “asset coverage,” as defined in the 1940 Act, is at least equal to 200% immediately after each such issuance. In addition, while any senior securities remain outstanding, we must not make any dividend distribution to our shareholders or repurchase securities unless we meet the applicable asset-coverage ratios at the time of the dividend distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes.

 

Our MD&A should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2017, as well as our reports on Forms 10-Q and 8-K and other publicly available information. All amounts herein are unaudited. In addition, the following discussion of our results of operations and financial condition should be read in the context of this overview.

 

  -21- 

 

 

PORTFOLIO AND INVESTMENT ACTIVITY

 

During the six months ended June 30, 2018, we made $2,024,644 of investments in portfolio companies and had $1,149,586 of redemptions and repayments, resulting in net investments at amortized cost of $7,222,366 for the period.

 

During the six months ended June 30, 2017, we made $1,128,365 of investments in portfolio companies and had $2,483,635 of redemptions and repayments, resulting in net investments at amortized cost of $6,790,708 for the period.

 

Our portfolio composition by major class, based on fair value at June 30, 2018, was as follows:

 

  

Investments at

Fair Value

  

Percentage of

Fair Value

 
Senior Secured Loans  $-    -%
Unsecured Loans   -    - 
Equity/Other   9,135,268    100.0 
Total  $9,135,268    100.0%

 

RESULTS OF OPERATIONS

 

Our operating results for the three and six months ended June 30, 2018 and June 30, 2017 were as follows:

 

  

For the three months ended

June 30,

  

For the six months ended
June 30,

 
   2018   2017   2018   2017 
Total investment income  $39,050   $36,509   $73,575   $73,073 
Total expenses   (164,151)   (188,533)   (350,732)   (354,747)
Net investment loss  $(125,101)  $(152,024)  $(277,157)  $(281,674)

 

Investment Income

 

We generate revenue primarily in the form of interest income and capital gains, if any, on the debt securities we own. We may also generate revenue from dividends and capital gains on equity investments we make, if any, or on warrants or other equity interests that we may acquire. In some cases, the interest on our investments may accrue or be paid in the form of additional debt. The principal amount of the debt instruments, together with any accrued but unpaid interest thereon, will generally become due at the maturity date of those debt instruments. We may also generate revenue in the form of commitment, origination, structuring, diligence, or consulting fees. Any such fees will be recognized as earned.

 

For the three and six months ended June 30, 2018, our total investment income was $39,050 and $73,575, and was attributable to interest income from two eligible portfolio companies, Bravo Financial, LLC and DBR Enclave LLC, and dividend payments received on account of investments in three eligible portfolio companies - OTC Markets Group Cl A, Simulations Plus, Inc., and Educational Development Corp., and dividends received on account of investments in four non-eligible portfolio companies. For the three and six months ended June 30, 2017, our total investment income was $36,509 and $73,073, respectively, and was attributable to interest income from two eligible portfolio companies, Bravo Financial, LLC and DBR Enclave LLC, and dividend payments received on account of investments in five eligible portfolio companies - OTC Markets Group Cl A, Simulations Plus, Inc., Tessco Technologies, Inc., Escalade Inc., and National American University Holdings, Inc., and dividends received on account of investments in three non-eligible portfolio companies.

 

Operating Expenses

 

The composition of our operating expenses for the three and six months ended June 30, 2018 and June 30, 2017 was as follows:

 

  

For the three months ended

June 30,

  

For the six months ended

June 30,

 
Expense item   2018    2017    2018    2017 
Professional fees  $45,192   $59,814   $105,473   $126,550 
Payroll   56,272    67,429    117,325    108,787 
Occupancy   22,547    22,509    45,302    42,331 
Insurance   19,583    18,694    38,474    36,140 
Directors’ fees   15,000    15,000    30,000    30,000 
Depreciation and amortization   2,670    2,747    5,341    5,495 
Other general and administrative   2,887    2,340    8,817    5,444 
Total  $164,151   $188,533   $350,732   $354,747 

 

For the three and six months ended June 30, 2018, our professional fee expense was $45,192 and $105,473, respectively. For the three and six months ended June 30, 2017, our professional fee expense was $59,814 and $126,550, respectively. The decrease for the second quarter is due to the payment of legal fees in 2017 in connection with our collection efforts on bad debt, specifically relating to the Mix 1 Life Notes.

 

For the three and six months ended June 30, 2018, our payroll expense was $56,272 and $117,325, respectively. For the three and six months ended June 30, 2017, our payroll expense was $67,429 and $108,787, respectively. The decrease for the second quarter is due to an adjustment for the payment of the Officers’ health insurance benefits in the second quarter 2017.

 

Net Realized Gain(Loss) from Investments

 

For the three and six months ended June 30, 2018, we had $1,071,055 and $1,149,586, respectively, of principal repayments, resulting in ($705,189) and ($653,437), respectively, of realized losses. The losses in the second quarter were primarily from our $100,000 settlement of the Mix 1 litigation. For the three and six months ended June 30, 2017, we had $162,522 and $2,483,635, respectively, of principal repayments, resulting in $35,799 and $748,070, respectively, of realized gains.

 

Net Change in Unrealized Appreciation (Depreciation) on Investments

 

For the three and six months ended June 30, 2018, our investments had $1,032,893 and $1,672,787 of unrealized appreciation, respectively. For the three and six months ended June 30, 2017, our investments had $304,886 and ($298,253) of unrealized appreciation (depreciation), respectively.

 

Changes in Net Assets from Operations

 

For the three and six months ended June 30, 2018, we recorded a net increase in net assets from operations of $202,603 and $742,193, respectively. Based on the weighted-average number of shares of common stock outstanding for the three and six months ended June 30, 2018, our per-share net increase in net assets from operations was $0.02 and $0.07, respectively. For the three and six months ended June 30, 2017, we recorded a net increase in net assets from operations of $188,661 and $168,143, respectively. Based on the weighted-average number of shares of common stock outstanding for the three and six months ended June 30, 2017, our per-share net increase in net assets from operations was $0.02 and $0.01, respectively.

 

Cash Flows for the Six Months Ended June 30, 2018 and 2017

 

The level of cash flows used in or provided by operating activities is affected by the timing of purchases, redemptions and repayments of portfolio investments, among other factors. For the six months ended June 30, 2018, net cash used in operating activities was $1,031,089. Cash flows used in operating activities for the six months ended June 30, 2018 were primarily related to purchases of investments of $2,024,644, offset mostly by redemptions and repayments of investments totaling $1,149,586. For the six months ended June 30, 2017, net cash provided in operating activities was $1,141,756. Cash flows provided in operating activities for the six months ended June 30, 2017 were related to redemptions and repayments of $2,483,635, offset mostly by purchases of investments totaling $1,128,365.

 

FINANCIAL CONDITION

 

As of June 30, 2018, we had cash of $1,127,225, a decrease of $1,031,089 from December 31, 2017. The primary use of our existing funds and any funds raised in the future is expected to be for our investments in portfolio companies, cash distributions to our shareholders or for other general corporate purposes, including paying for operating expenses or debt service to the extent we borrow or issue senior securities. Pending investment in portfolio companies, our investments may consist of cash, cash equivalents, U.S. government securities or high quality debt securities maturing in one year or less from the time of investment, which we refer to collectively as “temporary investments.” As of the date of this filing, we expect that substantially all of our temporary investments will be redeployed into portfolio company investments by December 31, 2018.

 

To the extent our Board of Directors determines in the future, based on our financial condition and capital market conditions, that additional capital would allow us to take advantage of additional investment opportunities, we may seek to raise additional equity capital or to engage in borrowing, subject to the limitations on borrowing applicable to BDCs.

 

  -22- 

 

 

RELATED-PARTY TRANSACTIONS

 

See Note 5 to our Financial Statements for disclosure of our related-party transactions and potential conflicts of interest.

 

CRITICAL ACCOUNTING ESTIMATES

 

Our financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, or U.S. GAAP, which requires us 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 revenues and expenses during the reporting periods. Critical accounting policies are those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods.

 

In preparing the financial statements, management will 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 revenues and expenses during the reporting periods. In preparing the financial statements, management also will utilize available information, including our past history, industry standards and the current economic environment, among other factors, in forming its estimates and judgments, giving due consideration to materiality. Actual results will almost certainly differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to those of companies in similar businesses. As our expected operating results occur, we will describe additional critical accounting policies in the notes to our financial statements. Our most critical accounting policies relate to the valuation of our portfolio investments, and revenue recognition. For more information, see Note 2 “Significant Accounting Policies.”

 

OFF-BALANCE-SHEET ARRANGEMENTS

 

During the six months ended June 30, 2018, we did not engage in any off-balance sheet arrangements as described in Item 303(a)(4) of Regulation S-K.

 

FORWARD-LOOKING STATEMENTS

 

Some of the statements made in this section of our report are forward-looking statements based on our management’s current expectations for our company. These expectations involve assumptions and are subject to substantial risks and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Forward-looking statements relate to future events or our future financial performance, and can ordinarily be identified by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. Important assumptions include our ability to identify and consummate new investments, achieve certain margins and levels of profitability, the availability of any needed additional capital, and the ability to maintain compliance with regulations applicable to us. Some of the forward-looking statements contained in this report relate to, and are based on current assumptions regarding, the following:

 

·our future operating results;
·our business prospects and the prospects of our portfolio companies;
·the outcome of compliance inspections conducted from time to time by the SEC’s Office of Compliance and Inspections;
·the success of our investments;
·our relationships with third parties;
·the dependence of our success on the general economy and its impact on the industries in which we invest;
·the ability of our portfolio companies to achieve their objectives;
·our expected financings and investments;
·our regulatory structure and tax treatment;
·our ability to operate as a BDC and to be taxed as a RIC;
·the adequacy of our cash resources and working capital; and
·the timing of cash flows, if any, from the operations of our portfolio companies.

 

The foregoing list is not exhaustive. For a more complete summary of the risks and uncertainties facing our company and its business and relating to our forward-looking statements, please refer to our Annual Report on Form 10-K filed on March 30, 2018 (related to our year ended December 31, 2017) and in particular the section thereof entitled “Risk Factors.” Because of the significant uncertainties inherent in forward-looking statements pertaining to our company, the inclusion of those statements should not be regarded as a representation or warranty by us or any other person that our objectives, plans, expectations or projections that are contained in this filing will be achieved in any specified time frame, if ever. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this filing. The forward-looking statements made in this report relate only to events as of the date on which the statements are made, and are excluded from the safe harbor protection provided by Section 21E of the Securities Exchange Act of 1934.

 

  -23- 

 

 

ITEM 4.CONTROLS AND PROCEDURES

 

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance the objectives of the control system are met.

 

As of June 30, 2018, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of our disclosure controls and procedures as such term is defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures are effective as of June 30, 2018.

 

There were no significant changes in our internal controls over financial reporting that occurred during the fiscal quarter covered by this report that materially affected, or were reasonably likely to materially affect such controls.

 

  -24- 

 

 

PART II. OTHER INFORMATION

 

ITEM 6.EXHIBITS

 

  Exhibit
Number
Description
  3.1   Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed January 23, 2013)
  3.2   Amended and Restated Bylaws of Mill City Ventures III, Ltd. (incorporated by reference to Exhibit 3.2 to the registrant’s registration statement on Form 10-SB filed on January 29, 2008)
  31.1 Section 302 Certification of the Chief Executive Officer
  31.2 Section 302 Certification of the Chief Financial Officer
  32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

* Filed herewith

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    MILL CITY VENTURES III, LTD.
     
     
Date: August 10, 2018 By: /s/ Douglas M. Polinsky
    Douglas M. Polinsky
    Chief Executive Officer
     
     
Date: August 10, 2018 By: /s/ Joseph A. Geraci, II
    Joseph A. Geraci, II
    Chief Financial Officer

 

  -25-