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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended |
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
(Exact name of registrant as specified in its charter)
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(State of incorporation) |
| (I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
| (Zip Code) |
Former name, former address and former fiscal year, if changed since last report
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Name of Each Exchange on which Registered |
None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $0.001 par value per share
Indicate by check mark if the registrant is a wellknown seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ◻
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ◻
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. ⌧
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation 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). ⌧
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” “nonaccelerated filer,” and “smaller reporting company” in Rule 12b2 of the Exchange Act. (Check one)
Large accelerated filer ◻ | Accelerated filer ◻ | Smaller reporting company | |
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
The aggregate market value of the voting stock held by persons other than officers, directors and more than 5% shareholders of the registrant as of June 30, 2021 was approximately $
DOCUMENTS INCORPORATED IN PART BY REFERENCE
None.
Mill City Ventures III, Ltd.
Form 10-K
Table of Contents
2
PART I
ITEM 1 BUSINESS
Overview
Mill City Ventures III, Ltd. is a Minnesota corporation that was incorporated in January 2006. From our inception until December 13, 2012, we were a development-stage company involved in the gaming and entertainment industry. In 2013, we elected to become a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). We operated as a BDC until we withdrew our BDC election on December 27, 2019. Since that time, we have engaged in the business of providing short-term specialty finance solutions primarily to private businesses, micro- and small-cap public companies and high-net-worth individuals. To avoid again becoming subject to regulation under the 1940 Act, we generally seek to structure our transactions so they do not constitute “investment securities” for purposes of federal securities law, and we monitor our holdings as a whole to ensure that no more than 40% of our total assets may consist of investment securities.
The principal specialty finance solutions we provide are high-interest short-term lending arrangements. On occasion, these lending arrangements involve us obtaining collateral as security for the borrower’s repayment of funds to us. In some circles, short-term high-interest collateralized lending is referred to as “hard-money lending.”
We believe we are generally able to charge high interest for our specialty finance solutions because: (i) banks and other traditional providers of credit may have neither the expertise nor the infrastructure needed to evaluate creditworthiness and risks in a timeframe suitable for a potential borrower, preferring instead to process transactions and structures that present few novel issues or risks; and (ii) we will often be able to devote time and attention to transactions involving a smaller dollar amount than an institutional lender will view as worthwhile. These beliefs essentially explain why we refer to our business as “specialty finance”— financing that may involve structures that are unique, creative, and often bespoke; and that may involve dollar amounts that are not suitable for institutional lenders.
We generally provide specialty finance solutions that are short-term in nature. By this, we mean lending arrangements that mature or come due within nine months of the lending date. We view the provision of short-term finance as desirable for two principal reasons: (i) it helps minimize the risk of non-performance; and (ii) it helps minimize regulatory risk.
In terms of non-performance risk, short-term lending requires us to focus upon, and a potential borrower to identify to us, us a near-term source of liquidity for repayment of the funds they borrow from us. This permits us to evaluate that source of repayment clearly and carefully, thus helping identify the potential risks involved in a particular transaction and how we may be able to include structural terms, such as specific collateral and collateral arrangements, guarantees, or other types of covenants that mitigate these risks.
In terms of regulatory risk, short-term lending permits us to avail ourselves of a court-recognized exception for treating promissory notes (evidencing a loan) as “investment securities” under federal securities law. In sum, this exception generally applies to promissory notes with short-term maturities of nine months. Our ability to avail ourselves of this exception, and to more generally structure our transactions in such a way as to avoid them being properly considered as “investment securities” under federal securities laws, is important to our ability to avoid once again becoming subject to regulation under the 1940 Act. Below we discuss our process for evaluating transactional terms and structures with a view to remaining outside of the regulatory regime of the 1940 Act (please refer to “Investment Process” below).
Examples of the kinds of the specialty finance solutions we have considered or provided to date, and may continue to provide in the future, include:
| ● | Short-term secured loans for real estate development; |
| ● | Short-term unsecured loans (with an option to acquire collateral security) to a business; |
| ● | Short-term secured loans to a business for operating capital; and |
| ● | Short-term secured loans to an individual owed a forthcoming tax refund |
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In addition, we are presently exploring and evaluating our ability to enter into other kinds of short-term specialty finance transactions. Examples include the expansion of our efforts to purchase adjudicated settlements, the purchase (at discounted rates) of receivables owing to professionals on account of certain workers’ compensation claim, and short-term consumer finance lending.
Sourcing Transactions
We believe that our management’s strong combination of experience and contacts in the securities and investment finance sector, including the experience and contacts of our independent directors, should be sufficient to continue attracting suitable prospective investment opportunities. To date, the network of contacts of our management and directors has been successful thus far in sourcing all of the transactions in which we have participated. Accordingly, we presently do not have any plans to hire any business development professionals to assist us with transactional volume.
Competition
The market for specialty finance is competitive, largely as a result of the participation of various types of professionally managed pooled investment funds such as private equity funds, debt and mezzanine-debt funds, and other types of professional finance companies seeking the high returns that are possible in specialty finance and hard-money lending. Nevertheless, we believe we are well positioned to compete successfully in this market because of our entrepreneurial, creative and flexible approach to specialty finance opportunities, and our management’s experience in entrepreneurial ventures and finance.
Throughout our history and in particular after ceasing to be a BDC, we have approached investment opportunities flexibly and creatively in terms of transactional structures and terms. In part, we are able to be flexible and creative because we are not subject to many of the regulatory limitations that govern our other more traditional or institutional competitors. Those competitors are often subject to limitations on the type transactions they undertake, the amount that may be invested in a specific transaction or a particular type of transaction, the markets in they operate, the maturity or time horizon of their investment, uses of proceeds, or otherwise. These limitations are often imposed by the agreements and documents governing the pooled investment vehicles, or otherwise self-imposed in order to facilitate the investment vetting and diligence process, and the documentation and structuring process. More rarely, these limitations may arise from governing regulations or interpretations thereof. For our part, we believe that approaching investment opportunities flexibly expands our overall transactional opportunities, diversifies our risk by avoiding dependence in any material way on a particular borrower, type of transaction, or market or industry niche, and permits us to avail ourselves of the maximum number of relationships from which we source investment opportunities. Moreover, we believe that this flexible approach to structuring our transactions and investments will facilitate the development of positive long-term relationships with our borrowers.
We believe that the only significant limitation on our ability to flexibly structure transactions arises from our desire to remain outside the regulation of the 1940 Act. In order to meet this goal, we intend and aim to structure the vast majority of our transactions (by dollar amount) in ways such that they are not properly considered “investment securities” under federal securities laws, including the 1940 Act.
For our investors, the freedom afforded to us through the lack of substantive regulation governing the types of transactions we enter into and our methods of operation permits us to allocate our resources, at any given point in time, to those types of transactions that we believe may lead to the highest risk-adjusted returns or the steadiest stream of such returns.
Our management team and Board of Directors has significant experience in a variety of entrepreneurial ventures, including service as management and directors for small and large public companies, private businesses, start-up and development-stage businesses, and the securities and finance industries. As a result of this diverse general experience and particular experience in transactional finance, we believe we are able to manage the evaluation and due-diligence process involved in our investment opportunities swiftly and efficiently, by collaborating with our professional advisers and focusing on high-level and material issues.
Other Matters
We do not believe that we are dependent in any material way on any particular borrower, type of specialty finance transaction, or industry.
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We do not own or use through license any patents, trademarks, or other intellectual properties and we do not believe that any such assets would be material to our business.
Sometimes the types of transactions we engage in are governed by particular laws, regulations, or rules. For example, lending transactions in which high-net-worth individuals are the borrower will nearly always involve state law usury limitations. Transactions in which we seek and obtain collateral as security for obligations owed to us involve legal issues arising under the Uniform Commercial Code or its various state law iterations. To date, we have not engaged in transactions that require us to obtain licensure or a permit prior to entering into the transaction—e.g., brokering transactions or engaging in licensed consumer finance activities.
Pending the consummation of transactions and deployment of cash, we generally keep the majority of our assets in cash, cash equivalents such as money-market investments, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.
Our Investment Process
We have identified several criteria that we believe are generally important guidelines for us to meet our financial objectives. These criteria are, however, only general guidelines for our investment decisions and, in the case of some transactions in which we invest, fewer than all—or even none—of these criteria will be met.
| ● | Existing Liquidity Source. Because the vast majority of our transactions involve short-term maturities, we typically seek to identify a liquidity source for the borrower to repay us. Examples of sources of potential liquidity may include accounts receivable, another valuable asset, or a pending payment (e.g., a tax refund, or a litigation judgment or settlement payment) that is reasonably expected to pay out prior to the maturity of the credit we provide. |
| ● | Collateral Value. We will often, but not always, seek to collateralize the obligations owing to us. Our ability to identify valuable collateral is a significant factor in our credit analysis and determination of the attractiveness of a potential transaction. This analysis will often involve legal counsel, both to assist in the identification of potential collateral assets, and to better understand the ease with a security interest in the collateral may be granted, perfected and, if necessary, foreclosed upon and the relevant jurisdiction(s) involved. |
| ● | Experienced and Capable Management. In transactions involving business borrowers, we seek businesses that have an experienced, knowledgeable and capable management team. |
| ● | Competitive Position. In transactions involving business borrowers, we will seek to invest in transactions with businesses that have developed, or appear poised to develop, a strong competitive position within their respective industry sector or niche. |
| ● | Cash Flow. In transactions involving business borrowers, we will seek to invest in businesses that are profitable or nearly profitable on an operating cash flow basis, principally so that the business’ operating cash flow may serve as another source of liquidity from which we may ultimately be repaid. |
If we believe a potential transaction generally meets the characteristics described above or if we otherwise determine that a potential transaction may be desirable to enter into, we may perform a more rigorous due-diligence examination of the prospective borrower, the likely source or sources of liquidity for their repayment to us, and other aspects of the borrower or its assets (e.g., assets of the borrower that may serve as collateral security for the obligations that may be owing to us). Our due-diligence examination for each transaction will necessarily be unique and tailored to the specific transaction, but will generally be undertaken in light of the following facts and circumstances:
| ● | our familiarity with the borrower (or, in the case of a business borrower, our familiarity with management or other persons such as directors involved with the borrower); |
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| ● | in the case of a business borrower, our review and assessment of the potential borrower’s financing history, as well as the likely need for additional financings after our transaction; |
| ● | the industry in which the borrower operates, our knowledge and familiarity with that industry, our assessment of the complexity of the business, any regulatory matters or other unique aspects presenting special risks, and the competitive landscape faced by the borrower; |
| ● | the amount of potential dollars involved in the potential transaction; |
| ● | where the borrower is located, how it is organized as an entity, as well as its management and ownership structure and profile; |
| ● | whether we might have been involved with a transaction of the same or similar kind before; |
| ● | the ease with which we can evaluate the borrower’s source or sources of liquidity; |
| ● | the ease with which we can apprehend the process involved with taking collateral security in some or all of the borrower’s assets; and |
| ● | the ease with which we could realize on that collateral if repayment were not otherwise forthcoming. |
The assessments described above outlines our general approach for our investment decisions, although not all of such activities will be followed in each instance, or some may be stressed moreso than others depending on facts and circumstances. Upon successful completion of this preliminary evaluation, we will typically (1) evaluate our own regulatory concerns (i.e., to what extent the potential transaction may properly be considered an investment in an “investment security” for purposes of the 1940 Act and, if necessary, consider alternative structures to alleviate any risks to our company relating thereto), and (2) decide whether to move forward towards negotiating a letter of intent and, thereafter, definitive documentation for our transaction. Depending on timing, we may not use a letter of intent and will instead proceed directly to definitive documentation.
As indicated above, to avoid becoming subject to the regulatory requirements of the 1940 Act, we monitor our investment holdings as a whole to ensure that investments and other holdings which may be considered “investment securities” do not comprise more than 40% of our total assets. We undertake this analysis (1) on a quarterly basis and in connection with the review and preparation of our financial statements filed as part of our quarterly and annual reports with the SEC, and (2) at other times when we are considering how to structure a new transaction that is of a significant size—with “significance” largely based on the outcome of our most recent quarterly review. This review is generally undertaken by our Chief Financial Officer and may involve our outside legal counsel, in particular in a case where we are considering the structure of a potential new transaction.
In general, our analysis starts with the length or duration of a potential new transaction. Although federal securities laws define “investment securities” in such a way as to include promissory notes, the U.S. Supreme Court held in Reves v. Ernst Young, 110 S. Ct. 945 (1990), that certain kinds of promissory notes are not properly considered securities. Over time, court precedent has developed to identify these kinds of promissory notes as generally not constituting investment securities:
| ● | notes that mature in nine months or less; |
| ● | notes secured by a mortgage or lien on a home; |
| ● | notes secured by a small business or business assets; |
| ● | so-called “character loans” made to a bank customer; |
| ● | notes delivered or borrowings entered into through consumer finance; |
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| ● | commercial loans made to businesses; |
| ● | loans secured by accounts receivable (e.g., factoring); |
In addition to the types of financing arrangements noted above, court precedent indicates that there may be facts and circumstances surrounding the transaction that may cause other promissory notes to not be considered investment securities under federal securities laws. For example, it is presumed that a promissory note which matures in more than nine months is a “security,” but this presumption may be rebutted (with the conclusion that such a promissory note is not a properly considered a security) upon an evaluation of the following factors:
| ● | whether the borrower’s motivation is to raise money for general business use, and whether the lender’s motivation is to make a profit, including interest; |
| ● | whether the borrower’s plan of distribution for the promissory note resembles the plan of distribution of a security; |
| ● | whether the investing public reasonably expects that the note is a security; and |
| ● | whether there is a regulatory scheme that protects the investor other than the securities laws (e.g., Federal Deposit Insurance). |
While the application of these factors can be helpful in some instances, often the factors and the proper manner of weighting them are unclear. As a result, the analyses we periodically undertake focuses on the more bright-line types of lending arrangements enumerated above—i.e., promissory notes maturing in nine months or less, etc.
Our Prior Business as a BDC
The analysis of our transactions and transactional holdings is undertaken with a view to ensuring that we do not become subject to the 1940 Act. Generally from 2013 through 2019, we were governed by the 1940 Act. During that time, we were a business development company under the 1940 Act, or “BDC,” primarily focused on investing in or lending to private and small-cap public companies and making managerial assistance available to such companies. As a BDC, our investments included stock of or membership interests (typically referred to as units) in private companies, small-cap public company stocks, and promissory notes. In some cases, the stock or membership interests we acquired were preferred stock or units, and in other cases the stock or membership interests acquired were common stock or units. In connection with our investments in promissory notes, we frequently obtained warrants to purchase common stock.
Our Management and Employees
Currently, Mr. Douglas M. Polinsky, the Chief Executive Officer and Chairman of our Board of Directors, and Joseph A. Geraci, II, our Chief Financial Officer and a director of the company, serve as our senior management team. These are also the only two persons who are employees of our company.
ITEM 1A RISK FACTORS
You should consider the following risk factors, in addition to the other information presented or incorporated by reference into this Annual Report on Form 10-K, in evaluating our business and any investment decision relating to our securities.
We have little operating history upon which to evaluate our current business.
We withdrew our election to be treated as a BDC under the 1940 Act at the end of 2019, and during the two years since that time have refocused our business on providing short-term specialty finance to private businesses, small-cap public companies and high-net-worth individuals. Given that our current business has been developed and pursued over the two years prior to this filing, investors have little means to evaluate the likelihood of our future success.
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We may need to raise additional capital to fund our operations, and such capital may not be available to us in sufficient amounts or on acceptable terms.
For the time being, management believes that our current cash is sufficient to continue operations for the foreseeable future, and has no potential or actual plans to seek additional financing. Nevertheless, various future developments may cause us to seek or require additional financing. For instance, we may determine to seek additional financing to avail ourselves of additional opportunities to provide specialty finance solutions to borrowers. Alternatively, we may seek additional financing in the event that a material portion of our investments default, leaving us with little means to pay for our operations and continue making investments.
In any event, additional financing could be sought from a number of sources, including but not limited to additional sales of equity or debt securities, or loans from financial institutions or our affiliates. We cannot, however, be certain that any such financing will be available on terms favorable or acceptable to us if at all. If additional funds are raised by the issuance of our equity securities, such as through the issuance of stock, convertible securities, or the issuance and exercise of warrants, then the ownership interest of our existing shareholders will be diluted. If additional funds are raised by the issuance of debt or other equity instruments, we may become subject to certain operational limitations, and such securities may have rights senior to the rights of our common shareholders. If adequate funds are not available on acceptable terms, we may be unable to consummate acquisitions or investments desired by our management and board.
Our search for and ability to consummate specialty finance investment opportunities may be materially and adversely affected by COVID-19.
The global spread of the strain of coronavirus known as COVID-19 and its variants, declared a global pandemic by the World Health Organization on March 11, 2020, has resulted in governmental impositions of mandatory closures, quarantines and other restrictions on, or advisories with respect to, travel, business operations and public gatherings or interactions. It is unclear whether the pandemic may significantly worsen during the upcoming months, which may result in further restrictions on business, travel, and other activities.
The COVID-19 pandemic has adversely affected the domestic and global economies and financial markets, and the business of our potential borrowers could be materially and adversely affected, decreasing our appetite to consummate transactions that we might have otherwise concluded were attractive. Furthermore, we may be unable to complete an investment if continued concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings or access a potential borrower’s personnel. The extent to which COVID-19 impacts our search for new investment opportunities will depend on future developments, which are highly uncertain and cannot be predicted. If the disruptions posed by COVID-19 or other matters of domestic or global concern continue for an extensive period of time, our ability to consummate investments, or the operations of our potential and actual borrowers, may be materially adversely affected. Of course, materially adverse effects upon the operations of our actual borrowers could impair their ability to pay us all of the amounts owing to us, or to pay us in a timely manner.
Finally, our ability to consummate additional transactions may be dependent on our ability to raise equity and debt financing. This ability may be impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Overall, the COVID-19 pandemic may generally have the effect of heightening many of the other risks described in this “Risk Factors” section by increasing their likelihood or amplifying their magnitude.
Changes in laws or regulations, or a failure to comply with laws and regulations, may adversely affect our business, including our results of operations and ultimately the price of our publicly traded securities.
We are subject to various local, state and federal laws and regulations. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and manner of application or enforcement may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations. Any of these outcomes would likely adversely affect the trading price of our publicly traded securities.
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Although we have identified general guidelines that we believe are important in evaluating prospective investment opportunities, we may enter into transactions with borrowers that do not meet such guidelines, increasing the risk that the price of our publicly traded securities could be volatile.
Although we have identified general guidelines for evaluating prospective investment opportunities, it is possible that a borrower with which we enter into a transaction will not have all, or any, of the attributes outlined in those guidelines. If we complete transactions with borrowers that do not meet some or any of these guidelines, it is possible that such an investment may not be as successful as an alternative opportunity that were to satisfy some or all of those guidelines. Investments that do not perform as well as imagined, or as well as they otherwise might have, in combination with the public knowledge that we may stray, or have strayed, from strict implementation of our investment guidelines, could affect the volatility of the trading price of our publicly traded securities.
We may provide specialty finance solutions to early-stage companies, financially unstable businesses, or a borrower lacking an established record of revenue or earnings, which could adversely affect the price of our publicly traded securities.
While we believe that being entrepreneurial in our approach to specialty finance is a strength, we may complete investments with an early-stage company, a financially unstable business or an entity lacking an established record of revenues, cash flows or earnings. These kinds of transactions present numerous risks associated with investing in a business without a proven business model and with limited historical financial data, volatile revenues, cash flows or earnings and difficulties in obtaining and retaining key personnel. Although our management endeavors to evaluate the risks inherent in each particular investment we consider and make, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete a full evaluation of those risks. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. The manifestation of any of these risks could adversely affect the trading price of our publicly traded securities.
Many of our specialty finance investment transactions involve borrowers about which little, if any, information is publicly available, which may impair our ability to identify borrowers able to repay our loans and adversely affect the price of our publicly traded securities.
In pursuing our business, we often interact with a privately held companies about which very little public information exists. As a result, we are often required to make our investment decision on the basis of limited information, nearly all of which is obtained from the business itself, which may result in our consummating an investment with a borrower that is not as solvent or profitable as we suspected, if at all. These risks could affect our results of operations and, ultimately, the trading price of our publicly traded securities.
If we are deemed to be an investment company under the 1940 Act, we may be required to institute burdensome compliance requirements and our activities may be restricted. In such an event, our business would likely be materially and adversely affected.
If we are deemed to be an investment company under the 1940 Act, then our activities may be restricted, including:
| ● | restrictions on the nature of our investments; |
| ● | restrictions on the issuance of securities; |
| ● | a requirement to register as an investment company; |
| ● | adoption of a specific form of corporate structure and changes in corporate governance; |
| ● | the hiring of a chief compliance officer, and adoption and implementation of various policies and requirements; |
| ● | additional reporting, record-keeping, voting, proxy and disclosure requirements, together with other rules and regulations. |
In order not to be regulated as an investment company under the 1940 Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of “investment securities” and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.
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We do not believe that our principal activities will subject us to the 1940 Act. To this end, we hold reserve un-invested assets in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the 1940 Act, which invest only in direct U.S. government treasury obligations. Furthermore, we monitor our investment holdings as a whole to ensure that investments and other holdings which may be considered “investment securities” do not comprise more than 40% of our total assets. We undertake this analysis (1) on a quarterly basis and in connection with the review and preparation of our financial statements filed as part of our quarterly and annual reports with the SEC, and (2) at other times when we are considering how to structure a new transaction that is of a significant size—with “significance” largely based on the outcome of our most recent quarterly review. This review is generally undertaken by our Chief Financial Officer and may involve outside legal counsel, in particular in a case where we are considering the structure of a potential new transaction.
If, however, we do not invest as discussed above or are otherwise unsuccessful in ensuring that no more than 40% of our total assets consist of “investment securities,” then we may be deemed to be subject to the 1940 Act. If that were to be the case, compliance with the additional regulatory burdens imposed under the 1940 Act would require additional expenses for which we have not allotted funds, and would surely hinder our ability to operate as profitably as we have since the withdrawal of our BDC election. This outcome would of course adversely affect the trading price of our publicly traded securities.
We may engage in transactions with businesses that may be affiliated with our officers, directors or significant shareholders, and which may involve actual or potential conflicts of interest.
We may decide to make investments in one or more businesses affiliated with our officers, directors or significant shareholders. Such investment opportunities may compete with other opportunities for our investment dollars. Although we are not specifically focusing on, or targeting, any particular transaction with any affiliates or affiliated entities, we would pursue such a transaction if we determined that such an affiliated investment were attractive from a risk-adjusted return perspective, and such transaction were approved by a majority of our independent and disinterested directors. Any such activity would involve actual or potential conflicts of interest. Although we are confident that we can navigate these conflicts consistent with best practices and applicable law, the existence or appearance of such conflicts of interest could make our publicly traded securities less attractive and thereby reduce their trading prices.
A limited number of shareholders control substantially all of our voting stock and, as a result, control the election of our Board of Directors. As a result, these shareholders may exert an influence on actions requiring a shareholder vote, potentially in a manner that you do not support.
Five shareholders own shares representing approximately 63.42% of our issued and outstanding common stock. As a result, investors in our common stock cannot reasonably expect to have any influence over the election of our directors or other matters submitted to a vote of our shareholders. Instead, our existing significant shareholders will exert a substantial influence on the election of our directors and any actions requiring or otherwise put to a shareholder vote, potentially in a manner that you do not support. Examples of such voting matters, apart from the election of our directors, includes amendments to our articles of incorporation, bylaws, and approval of major corporate transactions. The concentrated amount of control over our affairs held by a relatively few number of significant investors could serve to reduce the attractiveness or liquidity of our common stock, and thereby depress its trading price.
Our ability to identify and consummate investment opportunities, and any need we may have for additional capital, will almost certainly be affected by general economic conditions.
General economic conditions will almost certainly impact our ability to (i) identify and pursue and consummate investment opportunities, and (ii) if necessary, seek and obtain additional financing on terms acceptable or favorable to us, if at all. Therefore, a deterioration in general economic conditions may adversely affect our business or slow the growth of our business.
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We are highly dependent on the services provided by certain executives and key personnel.
Our success depends in significant part upon the continued service of our senior management personnel. In particular, we are materially dependent upon the services of Douglas M. Polinsky, our Chief Executive Officer and Chairman, and Joseph A. Geraci, II, our Chief Financial Officer and a director of the our company. Although we currently have employment agreements with these individuals, these agreements will not necessarily prevent the departure of these executives, whether due to death, disability, retirement or otherwise. Any loss of the services provided by these executives would likely have a material and adverse effect on our operations and ability to execute our business plans.
Our articles of incorporation grant our Board of Directors the power to designate and issue additional shares and classes of common and preferred stock.
Our authorized capital consists of 250,000,000 shares of capital stock. Pursuant to authority granted by our articles of incorporation, our Board of Directors, without any action by our shareholders, may designate and issue shares in such classes or series (including other classes or series of preferred stock) as it deems appropriate, and may establish the rights, preferences and privileges of such shares, including dividends, liquidation and voting rights. The rights of holders of new classes or series of stock that may be so designated and issued could be superior to the rights of holders of our common shares. The designation and issuance of shares of capital stock having preferential rights could adversely affect other rights appurtenant to shares of our common stock. Furthermore, any issuances of additional stock—common or preferred—will dilute the ownership interest of then-current holders of our common stock and may dilute our book value per share.
If social unrest, acts of terrorism, regime changes, changes in laws and regulations, political upheaval or policy changes or enactments occur in a country in which we may operate after we effect our initial business combination, it may result in a negative impact on our business.
Social unrest, acts of terrorism, changes in laws and regulations, political upheaval and policy changes or enactments could negatively impact our business. These negative impacts would likely adversely affect the trading price of our common stock.
Minnesota law does not require us to hold an annual meeting of shareholders, which could delay the opportunity for our shareholders to elect directors.
We are not required under Minnesota law to hold an annual meeting of shareholders each year. If, however, we have not held an annual meeting within the prior 15 months, shareholders holding 3% of our then-issued and outstanding shares of common stock will have the power to cause us to call and hold an annual meeting. Unless and until we hold an annual meeting of shareholders, our shareholders may not be afforded the opportunity to elect directors and to discuss company affairs with management.
We may issue additional common stock or preferred shares without the approval of our shareholders. Any such issuances would dilute the interest of our shareholders and likely present other risks.
Our articles of incorporation authorize the issuance of up to 250,000,000 shares of capital stock. Because we have only 10,790,413 shares of common stock issued and outstanding, our Board of Directors has the power and authority to issue a substantial number of additional shares of common stock or preferred shares. The issuance of additional common stock or preferred shares:
| ● | may significantly dilute the equity interest of our then-current shareholders; |
| ● | may subordinate the rights of holders of common stock if preferred shares are issued with rights senior to those afforded our common stock; |
| ● | could cause a change in control if a substantial number of common stock are issued, which could result in the resignation or removal of our present officers and directors; and |
| ● | may adversely affect prevailing market price for our common stock. |
11
Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.
We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. We have not made a significant investment in data security protection, and we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.
ITEM 2 PROPERTIES
Our executive offices are located at 1907 Wayzata Boulevard, Suite 205, Wayzata, Minnesota 55391, and our telephone number is: (952) 479-1923. We are parties to two operating leases for office space expiring March 31, 2022. These leases do not have significant lease escalations, holidays, concessions, leasehold improvements, or other build-out clauses; and they do not contain contingent-rent provisions. The leases do not include options to renew. We consider our current office space adequate for our current operations.
ITEM 3 LEGAL PROCEEDINGS
There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.
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PART II
ITEM 5 MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is listed for trading on the OTCQB under the symbol “MCVT”. The transfer agent and registrar for our common stock is Pacific Stock Transfer Company, 6725 Via Austi Parkway, Suite 300, Las Vegas, NV 89119. The following table sets forth the high and low bid prices for our common stock as reported by the OTCPK in 2020 through September, and the OTCQB from October, 2020 through present. These quotations reflect inter-dealer prices, without retail mark-up, markdown, or commission, and may not represent actual transactions. Trading in our common stock during the period represented was infrequent, exemplified by low trading volume and many days during which no trades occurred.
| Market Price |
| Market Price | |||
(High/Low) | (High/Low) | |||||
For the Fiscal Year/Quarter | 2021 |
| 2020 | |||
First Quarter | $ | 6.45 2.42 | $ | 0.63 0.50 | ||
Second Quarter | $ | 6.25 3.60 | $ | 0.65 0.43 | ||
Third Quarter | $ | 5.50 3.50 | $ | 0.84 0.44 | ||
Fourth Quarter | $ | 4.15 2.66 | $ | 3.03 0.66 | ||
Holders
As of the date of this filing, we had approximately 253 holders of record of our common stock.
Dividends
On December 8, 2020, our Board of Directors declared a cash dividend of $0.05 per share to our shareholders of record as of December 21, 2020. The dividend was paid on January 4, 2021.
On September 17, 2021, our Board of Directors declared a cash dividend of $0.10 per share to our shareholders of record as of October 15, 2021. The dividend was paid on October 29, 2021.
Securities Authorized for Issuance Under Equity Compensation Plans
As of December 31, 2021, we had no outstanding options, warrants or other rights to purchase any equity securities of the Company under any equity compensation plan or “individual compensation arrangement,” as defined in Item 201 of Regulation S-K. Furthermore, as of the date of this filing, we are not a party to any equity compensation plan, nor are we obligated under any “individual compensation arrangement” to issue any options, warrants, rights or other securities. We are not required by applicable state law or the listing standards of any self-regulatory agency (e.g., the OTCQX, NASD, AMEX or NYSE) to obtain the approval of our security holders prior to issuing any such compensatory options, warrants or other rights to purchase securities of the Company.
In August 2020, the Compensation Committee approved, and the Company issued, 50,000 shares of restricted stock to each of Mr. Douglas M. Polinsky and Joseph A. Geraci, II. The shares vested on the one-year anniversary of their issuance and until such time are subject to forfeiture.
Recent Sales of Unregistered Securities
None.
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Recent Purchases of Securities
During 2020, the Company engaged in the following repurchases of its common stock, all of which were consummated in private transactions:
| ● | 100,000 shares on May 6, 2020, at a per-share price of $0.50; |
| ● | 270,667 shares on May 19, 2020, at a per-share price of $0.40; and |
| ● | 10,822 shares in the aggregate on December 1, 2020, at a per-share price of $0.43. |
ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth below should be read in conjunction with our audited financial statements, and notes thereto, filed together with this Form 10-K.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this report may constitute “forward-looking statements” for purposes of federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the “Risk Factors” section of this report and those summarized below:
| ● | our being a company with little operating history; |
| ● | our ability to select appropriate specialty finance investment opportunities; |
| ● | our expectations around the performance of borrowers in which we invest; |
| ● | our success in retaining our officers and directors, or replacing them in the event we lose their services; |
| ● | actual and potential conflicts of interest involving our directors or management team; |
| ● | our ability to obtain additional financing, if needed and on acceptable terms; |
| ● | our ability to source quality prospective borrowers for our specialty finance solutions; |
| ● | our ability to consummate transactions due to the uncertainty resulting from the ongoing COVID-19 pandemic and other unpredictable events such as terrorist attacks, natural disasters or other significant outbreaks of infectious diseases; |
| ● | 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 regulatory structure and tax treatment; |
| ● | the adequacy of our cash resources and working capital; |
| ● | the timing of cash flows, if any, we receive from our investments; |
| ● | our overall financial performance and financial condition following this offering; |
| ● | our public securities’ potential liquidity and trading price; |
| ● | the lack of a market for our securities; and |
| ● | the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this report. |
14
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Results of Operations
| For the Year Ended December 31, | |||||
2021 |
| 2020 | ||||
Investment Income: |
|
| ||||
Interest Income | $ | 2,656,201 | $ | 1,282,175 | ||
Dividend Income |
| — |
| 15,462 | ||
Operating Expenses: |
|
|
|
| ||
General Operating Expenses |
| 116,714 |
| 83,447 | ||
Legal and Accounting Expenses |
| 453,440 |
| 175,612 | ||
Executive Management Compensation |
| 556,432 |
| 301,494 | ||
Insurance Expense |
| 108,165 |
| 85,237 | ||
Director's Fees |
| 120,000 |
| 90,000 | ||
Net Investment Gain | $ | 1,301,450 | $ | 561,847 | ||
For the year ended December 31, 2021, we earned $11,480 in interest payments from one eligible portfolio company- DBR Enclave US Investors, LLC - an aggregate of $2,099,684 from twenty-six promissory note investments; an additional $25,037 in bank interest on cash balances and note receivable; an aggregate of $467,500 in origination fees; and an additional $52,500 in late fee penalties.
For the year ended December 31, 2020, we earned $44,026 in interest payments from one investment- DBR Enclave US Investors, LLC; - an aggregate of $993,795 from six promissory note investments; an aggregate of $26,994 in bank interest on cash balances and note receivable; an aggregate of $217,360 in origination fees; and an aggregate of $15,462 in dividend payments from four investments-Manning Napier, Inc., Educational Development Corp., Manhattan Bridge Capital, Inc.; and Windstream Holdings, Inc.
As the table above indicates, we incurred operating expenses aggregating $1,354,751 for the year ended December 31, 2021, and $735,790 for the year ended December 31, 2020. A discussion of the various components of our operating expenses for these periods is set forth below.
General Operating Expenses. Our general operating expenses were $116,714 for the year ended December 31, 2021 and $83,447 for the year ended December 31, 2020. The increase in the current period is primarily related to an increase in corporate franchise taxes.
Legal and Accounting Expenses. Our legal and accounting expenses were $453,440 for the year ended December 31, 2021 and $175,612 for the year ended December 31, 2020. The increase in the current period is primarily related to increased costs incurred on consulting and underwriting endeavors, as well as an increased cost in our audit and tax services.
Executive Management Compensation. Our executive management compensation was $556,432 for the year ended December 31, 2020 and $301,494 for the year ended December 31, 2020. The increase in the current period is primarily related to a one-time bonus payment made during the year 2021.
For the year ended December 31, 2021 our net investment gain was $1,301,450. For the year ended December 31, 2020, our net investment gain was $561,847. The increased net investment gain during 2021 was primarily the result of higher interest income earned during 2021 from the short-term specialty finance solutions we provided in the form of short-term promissory notes bearing higher rates of interest and return, including related origination fees, than we were able to obtain when operating as a BDC.
15
Financial Condition
For the year ended December 31, 2021, we had an increase in net assets of $1,773,162. This increase in net assets was primarily due to the increase in our interest income earned from short-term specialty financing. Our net assets increased by $1,572,354 for the year ended December 31, 2020, primarily due to the appreciation of our portfolio holdings.
Liquidity and Capital Resources
Summary cash flow data is as follows:
| For the Year Ended December 31, | |||||
2021 |
| 2020 | ||||
Cash flows used by: |
|
| ||||
Operating activities | $ | (1,886,094) | $ | (2,463,157) | ||
Financing activities |
| (1,618,337) |
| (162,920) | ||
Net decrease in cash |
| (3,504,431) |
| (2,626,077) | ||
Cash, beginning of period |
| 5,440,579 |
| 8,066,656 | ||
Cash, end of period | $ | 1,936,148 | $ | 5,440,579 | ||
On January 3, 2022, we entered into a Loan and Security Agreement (the “Loan Agreement”) with Eastman Investment, Inc., a Nevada corporation, and Lyle A. Berman, as trustee of the Lyle A. Berman Revocable Trust. The Loan Agreement provides us with a $5 million revolving line of credit to use in the ordinary course of our short-term specialty finance business. Amounts drawn under the Loan Agreement will accrue interest at the per annum rate of 8%, and all our obligations under the Loan Agreement are secured by a grant of a collateral security interest in substantially all of our assets. The Loan Agreement, together with our cash and cash equivalents, together comprises our sources of liquidity. Management believes that these sources of liquidity, together with cash obtained through maturing investments earlier made, will be sufficient for the Company to fund its operations through the entirety of fiscal 2022. Accordingly, at present we have no definitive plans to obtain other sources of liquidity through borrowing.
On February 11, 2022, we filed a registration statement on Form S-1 seeking to register an offering of five-year common stock warrants we intend to distribute to our shareholders as a dividend, and up to 2,697,603 shares of our common stock purchasable upon the exercise of the warrants. The warrants are contemplated to be exercisable at a price of $4.00 per share of common stock. We intend to apply to have the warrants listed for trading on the OTC Markets.
The offering is subject to the effectiveness of the S-1 registration statement. Accordingly, no record date has been established for the associated dividend contemplated as part of the offering. The warrants will not be issued until the registration statement is declared effective, and the warrants will not be exercisable unless such registration statement remains effective. If the offering is consummated, we expect to use net proceeds from the offering for general corporate purposes, including but not limited to extending specialty finance solutions and credit to borrowers and repaying credit facility borrowings.
Capital Expenditures
We did not have any material commitments for capital expenditures in fiscal 2021 and we do not anticipate any such capital expenditures for fiscal 2022.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, nor are we a party to any contract or other obligation not included on its balance sheet that has, or is reasonably likely to have, a current or future effect on our financial condition.
Critical Accounting Policies
Critical accounting policies are policies that are both most important to the portrayal of the Company’s financial condition and results, and that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about
16
the effect of matters that are inherently uncertain. Our critical accounting policies relate to investment valuation and interest and dividend income as an investment company.
Investment Valuation
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. Unrealized gains or losses primarily reflect the change in investment values, including the reversal of previously recorded unrealized gains or losses when gains or losses are realized.
Investments for which market quotations are readily available are typically valued at such market quotations. In order to validate market quotations, we look at a number of factors to determine if the quotations are representative of fair value, including the source and nature of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value as determined in good faith by the Valuation Committee of our Board of Directors, based on, among other things, the input of our executive management, Audit Committee and independent third party valuation expert that may be engaged by management to assist in the valuation of our portfolio investments. Valuation determinations are in all cases made in conformity with the written valuation policies and procedures respecting the valuation of Company investments.
Use of Estimates
Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. The application of GAAP requires that we make estimates that affect our reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ significantly from these estimates.
17
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
18
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Shareholders’ of Mill City Ventures III, Ltd.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Mill City Ventures III, Ltd. (the Company) as of December 31, 2021 and 2020, including the investment schedules and the related statements of operations, shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Emphasis of Matter – Investment Valuation
As explained in Note 7 to the financial statements, the accompanying financial statements include investments valued at $13,662,500 and $3,367,897 for 2021 and 2020, respectively, whose fair values have been estimated by the valuation committee and management in absence of readily determinable fair values. Such estimates are based on financial and other information provided by management in absence of readily determinable fair values. Such estimates are based on financial and other information provided by management of its portfolio companies and pertinent market and industry data. These investments are valued in accordance with FASB ASC 820, “Fair Value Measurement”, which requires the Company to assume that the portfolio investments are sold in a principal market to market participants. The Company has considered its principal market as the market in which the Company exits its portfolio investments with the greatest volume and level of activity. ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to these valuation techniques are observable or unobservable. The investments are valued based on unobservable inputs as of December 31, 2021 and 2020 of $13,662,500 and $3,367,897, respectively. Because such valuations, and particularly valuations of private investments and private companies, are inherently uncertain, they may fluctuate significantly over short periods of time. These determinations of fair value could differ materially from the values that would have been utilized had a ready market for these investments existed.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
19
Valuation of investments which utilize significant unobservable inputs
Description of the Matter | At December 31, 2021, the balances of the Company’s investments, at fair value, categorized as Level 3 within the fair value hierarchy totaled $13,663,500. The fair value of these investments is determined by management using the valuation techniques and significant unobservable inputs described in Notes 6 and 7 to the financial statements. Auditing the fair value of the Company’s investments categorized as Level 3 within the fair value hierarchy was complex and involved a high degree of auditor subjectivity due to the estimation uncertainty resulting from the unobservable nature of the inputs used in the valuations and the limited number of comparable market transactions for the same or similar investments. |
How We Addressed the Matter in Our Audit | We obtained an understanding and evaluated the design of controls over the Company’s valuation process, including management’s assessment of the significant inputs and estimates used in the fair value measurements. We performed the following procedures, among others, for the Company’s Level 3 investments: · We evaluated the valuation techniques used by the Company and considered the consistency in application of the valuation techniques to each subject investment and investment class. · We involved senior, more experienced audit team members to perform audit procedures. · We evaluated the reasonableness of the significant unobservable inputs by comparing the inputs used by the Company to third-party sources, if available, such as market indexes or other market data. · We considered other information obtained during the audit that corroborated or contradicted the Company’s inputs or fair value measurements. · For investments sold during the year, we compared the transaction price to the Company’s fair value estimate to assess the reasonableness of management’s fair value estimates. |
We have served as the Company’s auditor since 2019
March 14, 2022
20
Mill City Ventures III, Ltd.
Balance Sheets
|
| |||||
| December 31, 2021 |
| December 31, 2020 | |||
ASSETS |
|
| ||||
Investments, at fair value: | $ | | $ | | ||
Non-control/non-affiliate investments (cost: $ |
|
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|
| ||
Cash |
| |
| | ||
Note receivable |
| |
| | ||
Prepaid expenses |
| |
| | ||
Receivable for sale of investments |
| — |
| | ||
Interest and dividend receivables |
| |
| | ||
Right-of-use lease asset |
| |
| | ||
Total Assets | $ | | $ | | ||
LIABILITIES |
|
|
|
| ||
Accounts payable | $ | | $ | | ||
Dividend payable |
| |
| | ||
Payable for purchase of investments | | — | ||||
Lease liability |
| |
| | ||
Accrued income tax expense |
| |
| | ||
Deferred taxes |
| |
| | ||
Total Liabilities |
| |
| | ||
Commitments and Contingencies |
|
|
|
| ||
SHAREHOLDERS EQUITY (NET ASSETS) |
|
|
|
| ||
Common stock, par value $ |
| |
| | ||
Additional paid-in capital |
| |
| | ||
Accumulated deficit |
| ( |
| ( | ||
Accumulated undistributed investment loss |
| ( |
| ( | ||
Accumulated undistributed net realized gains on investment transactions |
| |
| | ||
Net unrealized appreciation in value of investments |
| |
| | ||
Total Shareholders' Equity (Net Assets) |
| |
| | ||
Total Liabilities and Shareholders' Equity | $ | | $ | | ||
Net Asset Value Per Common Share | $ | | $ | | ||
The accompanying notes are an integral part of these financial statements.
21
Mill City Ventures III, Ltd.
Statements of Operations
Year Ended | ||||||
December 31, | December 31, | |||||
| 2021 |
| 2020 | |||
Investment Income |
|
|
|
| ||
Interest income | $ | | $ | | ||
Dividend income |
| — |
| | ||
Total Investment Income |
| |
| | ||
Operating Expenses |
|
|
|
| ||
Professional fees |
| |
| | ||
Payroll |
| |
| | ||
Insurance |
| |
| | ||
Occupancy |
| |
| | ||
Director's fees |
| |
| | ||
Depreciation and amortization |
| — |
| | ||
Other general and administrative |
| |
| | ||
Total Operating Expenses |
| |
| | ||
Net Investment Gain |
| |
| | ||
Realized and Unrealized Gain (Loss) on Investments |
|
|
|
| ||
Net realized gain on investments |
| |
| | ||
Net change in unrealized appreciation (depreciation) on investments |
| ( |
| | ||
Net Realized and Unrealized Gain (Loss) on Investments |
| |
| | ||
Net Increase in Net Assets Resulting from Operations Before Taxes | | | ||||
Provision For Income Taxes |
| |
| | ||
Net Increase in Net Assets Resulting from Operations | $ | | $ | | ||
Net Increase in Net Assets Resulting from Operations per share: |
|
|
|
| ||
Basic and diluted | | | ||||
Weighted-average number of common shares outstanding - basic and diluted |
| |
| | ||
The accompanying notes are an integral part of these financial statements.
22
Mill City Ventures III, Ltd.
Statements of Shareholders’ Equity
For the years ended December 31, 2021 and 2020
Accumulated | Net | ||||||||||||||||||||||
Accumulated | Undistributed | Unrealized | |||||||||||||||||||||
Additional | Undistributed | Net Realized Gain | Appreciation | Total | |||||||||||||||||||
Common | Paid In | Accumulated | Net Investment | on Investments | in value of | Shareholders' | |||||||||||||||||
Year Ended December 31, 2021 |
| Shares |
| Par Value |
| Capital |
| Deficit |
| Loss |
| Transactions |
| Investments |
| Equity | |||||||
Balance as of December 31, 2020 | | $ | | $ | | $ | ( | $ | ( | $ | | $ | | $ | | ||||||||
Common shares issued in consideration for expense payment |
| |
| |
| |
| — |
| — |
| — |
| — |
| | |||||||
Dividend declared |
| — |
| — |
| — |
| — |
| — |
| ( |
| — |
| ( | |||||||
Undistributed net investment gain | — | — | — | — | | — | — | | |||||||||||||||
Undistributed net realized gain on investment transactions |
| — |
| — |
| — |
| — |
| — |
| |
| — |
| | |||||||
Depreciation in value of investments |
| — |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( | |||||||
Balance as of December 31, 2021 |
| | $ | | $ | | $ | ( | $ | ( | $ | | $ | | $ | | |||||||
Accumulated | |||||||||||||||||||||||
Accumulated | Undistributed | Net Unrealized | |||||||||||||||||||||
Additional | Undistributed | Net Realized Gain | Appreciation | Total | |||||||||||||||||||
Common | Paid In | Accumulated | Net Investment | on Investments | in value | Shareholders' | |||||||||||||||||
Year Ended December 31, 2020 |
| Shares |
| Par Value |
| Capital |
| Deficit |
| Loss |
| Transactions |
| of Investments |
| Equity | |||||||
Balance as of December 31, 2019 | | $ | | $ | | $ | ( | $ | ( | $ | | $ | ( | $ | | ||||||||
Repurchase of shares | ( | ( | ( | — | — | — | — |
| ( | ||||||||||||||
Stock based compensation | | | | — | — | — | — | | |||||||||||||||
Dividends declared | — | — | — | — | ( | — | ( | ||||||||||||||||
Undistributed net investment gain |
| — |
| — |
| — |
| — |
| |
| — |
| — |
| | |||||||
Undistributed net realized gain on investment transactions |
| — |
| — |
| — |
| — |
| — |
| |
| — |
| | |||||||
Appreciation in value of investments |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| | |||||||
Balance as of December 31, 2020 |
| | $ | | $ | | $ | ( | $ | ( | $ | | $ | | $ | | |||||||
The accompanying notes are an integral part of these financial statements.
23
Mill City Ventures III, Ltd.
Statements of Cash Flows
| Year Ended | |||||
| December 31, 2021 |
| December 31, 2020 | |||
Cash flows from operating activities: |
|
|
|
| ||
Net increase in net assets resulting from operations | $ | | $ | | ||
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities: |
|
|
|
| ||
Net change in unrealized (appreciation) depreciation on investments |
| |
| ( | ||
Net realized gain on investments |
| ( |
| ( | ||
Purchases of investments |
| ( |
| ( | ||
Proceeds from sales of investments |
| |
| | ||
Stock-based compensation | — | | ||||
Depreciation amortization expense |
| — |
| | ||
Income taxes payable |
| |
| — | ||
Deferred income taxes | ( | | ||||
Common shares issued as consideration for expense payment |
| |
| — | ||
Changes in operating assets and liabilities: |
|
|
|
| ||
Prepaid expenses and other assets |
| ( |
| | ||
Interest and dividends receivable |
| ( |
| ( | ||
Receivable for investment sales |
| |
| ( | ||
Accounts payable and other liabilities |
| |
| ( | ||
Payable for investment purchase |
| |
| — | ||
Net cash used in operating activities |
| ( |
| ( | ||
Cash flows from financing activities: |
|
|
|
| ||
Payments for repurchase of common stock |
| — |
| ( | ||
Payments for common stock dividend |
| ( |
| — | ||
Net cash used by financing activities |
| ( |
| ( | ||
Net decrease in cash |
| ( |
| ( | ||
Cash, beginning of period |
| |
| | ||
Cash, end of period | $ | | $ | | ||
Supplemental disclosure of cash flow information: | ||||||
Cash paid for income taxes | $ | | $ | | ||
Non-cash financing activities: |
|
|
|
| ||
Common shares issued as consideration for investment | $ | | $ | — | ||
Dividend declared to common stock shareholders | — |
| | |||
The accompanying notes are an integral part of these financial statements.
24
Mill City Ventures III, Ltd.
Investment Schedule
As of December 31, 2021
Percentage |
| ||||||||
of Net | |||||||||
Investment / Industry |
| Cost |
| Fair Value |
| Assets | |||
Short-Term Non-banking Loans |
|
|
|
| |||||
Consumer - 15% secured loans | |||||||||
AirDog Supplies, Inc. | $ | | $ | |
| | % | ||
Financial - 52% secured loans |
| |
| |
| | % | ||
Financial - 12% secured loans |
| |
| |
| | % | ||
Litigation Financing - 23% secured loans |
|
|
|
|
|
| |||
The Cross Law Firm, LLC |
| |
| |
| | % | ||
Real Estate - 15% secured loans |
| |
| |
| | % | ||
Tailwinds, LLC |
| |
| |
| | % | ||
Real Estate - 12% secured loans |
|
|
|
|
|
| |||
Alatus Development, LLC |
| |
| |
| | % | ||
Total Short-Term Non-Banking Loans |
| |
| |
| | % | ||
Common Stock |
|
|
|
|
|
| |||
Financial Services |
| |
| |
| | % | ||
Preferred Stock |
|
|
|
|
|
| |||
Consumer | |||||||||
Wisdom Gaming, Inc | | | | % | |||||
Information Technology | | | | % | |||||
Total Other Equity |
| |
| |
| | % | ||
Warrants |
|
|
|
|
|
| |||
Healthcare |
| |
| — |
| | % | ||
Other Equity |
|
|
|
|
|
| |||
Consumer | | | | % | |||||
Financial |
| |
| |
| | % | ||
Total Other Equity | | | | % | |||||
Total Investments | $ | | $ | |
| | % | ||
Total Cash |
| |
| |
| | % | ||
Total Investments and Cash | $ | | $ | |
| | % | ||
The accompanying notes are an integral part of these financial statements.
25
Investment Schedule
As of December 31, 2020
Percentage | |||||||||
of Net | |||||||||
Investment / Industry |
| Cost |
| Fair Value |
| Assets |
| ||
Short-Term Non-banking Loans |
|
|
|
| |||||
Consumer - 20% secured loans | $ | | $ | |
| | % | ||
Financial - 44% secured loans |
| |
| |
| | % | ||
Financial - 36% secured loans |
| |
| |
| | % | ||
Real Estate - 15% secured loans |
|
|
|
|
|
| |||
Alatus Development, LLC |
| |
| |
| | % | ||
Other |
| |
| |
| | % | ||
Total Short-Term Non-Banking Loans |
| |
| |
| | % | ||
Common Stock |
|
|
|
|
|
| |||
Consumer |
|
|
|
|
|
| |||
Ammo, Inc. |
| |
| |
| | % | ||
Preferred Stock |
|
|
|
|
|
| |||
Information Technology |
| |
| |
| | % | ||
Warrants |
|
|
|
|
|
| |||
Healthcare |
| |
| — |
| | % | ||
Other Equity |
|
|
|
|
|
| |||
Leisure Hospitality |
| |
| |
| | % | ||
Total Investments | $ | | $ | |
| | % | ||
Total Cash |
| |
| |
| | % | ||
Total Investments and Cash | $ | | $ | |
| | % | ||
The accompanying notes are an integral part of these financial statements.
26
NOTE 1 – ORGANIZATION
In this report, we generally refer to Mill City Ventures III, Ltd. in the first person “we.” On occasion, we refer to our company in the third person as “Mill City Ventures” or the “Company.” The Company follows accounting and reporting guidance in Accounting Standards (“ASC”) 946.
We were incorporated in Minnesota in January 2006. Until December 13, 2012, we were a development-stage company that focused on promoting and placing a proprietary poker game online and into casinos and entertainment facilities nationwide. In 2013, we elected to become a business development company (“BDC”) under the 1940 Act . We operated as a BDC until we withdrew our BDC election on December 27, 2019. As of the time of this filing, we remain a public reporting company that files periodic reports with the SEC. We offer short-term specialty finance solutions primarily to private businesses, small-cap public companies and high-net-worth individuals. To avoid regulation under the 1940 Act, we generally seek to structure our investments so they do not constitute “investment securities” for purposes of federal securities law, and we monitor our investments as a whole to ensure that no more than
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of estimates: The preparation of financial statements in conformity with GAAP requires management and our independent board members to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. For more information, see the “Valuation of portfolio investments” caption below, and “Note 7 – Fair Value of Financial Instruments” below. The Company presents its financial statements as an investment company following accounting and reporting guidance in ASC 946.
Cash deposits: We maintain our cash balances in financial institutions and with regulated financial investment brokers. Cash on deposit in excess of FDIC and similar coverage is subject to the usual banking risk of funds in excess of those limits.
Valuation of portfolio investments: We carry our investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), issued by the Financial Accounting Standards Board (“FASB”), which defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. Fair value is generally based on quoted market prices provided by independent pricing services, broker or dealer quotations, or alternative price sources. In the absence of quoted market prices, broker or dealer quotations, or alternative price sources, investments are measured at fair value as determined by the Valuation Committee of our Board of Directors based on, among other things, the input of our executive management, the Audit Committee of our Board of Directors, and any independent third-party valuation experts that may be engaged by management to assist in the valuation of our portfolio investments, but in all cases consistent with our written valuation policies and procedures.
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.
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. |
27
| ● | Level 3: Unobservable inputs that reflect an entity’s own assumptions about what inputs a market participant would use in pricing the asset or liability based on the best information available in the circumstances. |
Our valuation policy and procedures: Under our valuation policies and procedures, we evaluate the source of inputs, including any markets in which our investments are trading, and then apply the resulting information in determining fair value. For our Level 1 investment assets, our valuation policy generally requires us to use a market approach, considering the last quoted closing price of a security we own that is listed on a securities exchange, and in a case where a security we own is listed on an over-the-counter market, to average the last quoted bid and ask price on the most active market on which the security is quoted. In the case of traded debt securities the prices for which are not readily available, we may value those securities using a present value approach, at their weighted-average yield to maturity.
The estimated fair value of our Level 3 investment assets is determined on a quarterly basis by the Valuation Committee of our Board of Directors, pursuant to our written Valuation Policy and Procedures. These policies and procedures generally require that we value our Level 3 equity investments at cost plus any accrued interest, unless circumstances warrant a different approach. Our Valuation Policy and Procedures provide examples of these circumstances, such as when a portfolio company has engaged in a subsequent financing of more than a de minimis size involving sophisticated investors (in which case we may use the price involved in that financing as a determinative input absent other known factors), or when a portfolio company is engaged in the process of a transaction that we determine is reasonably likely to occur (in which case we may use the price involved in the pending transaction as a determinative input absent other known factors). Other situations identified in our Valuation Policy and Procedures that may serve as input supporting a change in the valuation of our Level 3 equity investments include (i) a third-party valuation conducted by an independent and qualified professional, (ii) changes in the performance of long-term financial prospects of the portfolio company, (iii) a subsequent financing that changes the distribution rights associated with the equity security we hold, or (iv) sale transactions involving comparable companies, but only if further supported by a third-party valuation conducted by an independent and qualified professional.
When valuing preferred equity investments, we generally view intrinsic value as a key input. Intrinsic value means the value of any conversion feature (if the preferred investment is convertible) or the value of any liquidation or other preference. Discounts to intrinsic value may be applied in cases where the issuer’s financial condition is impaired or, in cases where intrinsic value relating to a conversion is determined to be a key input, to account for resale restrictions applicable to the securities issuable upon conversion.
When valuing warrants, our Valuation Policy and Procedures indicate that value will generally be the difference between closing price of the underlying equity security and the exercise price, after applying an appropriate discount for restriction, if applicable, in situations where the underlying security is marketable. If the underlying security is not marketable, then intrinsic value will be considered consistent with the principles described above. Generally, “out-of-the-money” warrants will be valued at cost or zero.
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.
Income taxes:
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts and
28
tax basis of assets and liabilities using enacted tax rates in effect for the tax year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income for the period that includes the enactment date.
We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent financial operations. In the event we were to determine we would not be able to realize our deferred income tax assets, we would make an adjustment to the valuation allowance, which would reduce the provision for income taxes.
We file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company does not believe there will be any material changes in its unrecognized tax positions over the next 12 months. Our evaluation was performed for the tax years ended December 31, 2018 through 2020, which are the tax years that remain subject to examination by the tax jurisdictions as of December 31, 2021.
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. Loan origination fees are recognized when loans are issued. 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 interest or accumulated dividends that are added to the loan principal or stated value of the investment on the respective interest- or dividend-payment dates rather than being paid in cash, and generally becomes due at maturity or upon being repurchased by the issuer. PIK interest or dividends is recorded as interest or dividend income, as applicable. If at any point we believe that PIK interest or dividends is not expected be realized, the PIK-generating investment will be placed on non-accrual status. Accrued PIK interest or dividends are generally reversed through interest or dividend income, respectively, when an investment in placed on non-accrual status.
Allocation of net gains and losses: All income, gains, losses, deductions and credits for any investment are allocated in a manner proportionate to the shares owned.
Management and service fees: We do not incur expenses related to management and service fees. Our executive management team manages our investments as part of their employment responsibilities.
29
NOTE 3 – NET GAIN PER COMMON SHARE
Basic net gain (loss) per common share is computed by dividing net increase (decrease) in net assets resulting from operations by the weightedaverage number of vested common shares outstanding during the period. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net gain per common share follows:
| For the Year Ended December 31, | |||||
2021 |
| 2020 | ||||
Numerator: Net increase in net assets resulting from operations | $ | | $ | | ||
Denominator: Weighted-average number of common shares outstanding |
| |
| | ||
Basic and diluted net gain per common share | $ | | $ | | ||
At December 31, 2021 and 2020, the Company did not have any options or warrants outstanding or any other dilutive common equivalent shares.
NOTE 4—LEASES
We are subject to
Because our lease does not provide an implicit rate, we use our incremental borrowing rate in determining the present value of the lease payments. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The weighted average discount rate as of December 31, 2021 was
Under ASC 840, rent expense for office facilities for the year ended December 31, 2021 and December 31, 2020 was $
The components of our operating leases were as follows for the three and twelve months ended December 31, 2021:
| Year Ended | Year Ended | ||||
December 31, | December 31, | |||||
|
| 2021 |
| 2020 | ||
Operating lease costs | $ | | $ | | ||
Variable lease cost |
| |
| | ||
Short-term lease cost |
| |
| | ||
Total | $ | | $ | | ||
Supplemental balance sheet information consisted of the following at December 31, 2021:
Operating Lease |
|
| |
Right-of-use assets | $ | | |
Operating Lease Liability | $ | | |
Less: short term portion |
| ( | |
Long term portion | $ | — |
30
Maturity analysis under lease agreements consisted of the following as of December 31, 2021:
| Operating | ||
| Leases | ||
2022 | $ | | |
Total lease payments |
| | |
Plus: interest |
| | |
Present value of lease liabilities | $ | | |
NOTE 5—SHAREHOLDERS’ EQUITY
At December 31, 2021 a total of
During 2021, there were
On October 26, 2020, the Board of Directors approved a stock repurchase program of up to $
NOTE 6— INVESTMENTS
The following table shows the composition of our investment portfolio by major class, at amortized cost and fair value, as of December 31, 2021 (together with the corresponding percentage of total portfolio investments):
| As of December 31, 2021 |
| |||||||||
|
| Investments at |
| Percentage of |
| Investments at |
| Percentage of |
| ||
| Amortized Cost |
| Amortized Cost |
| Fair Value |
| Fair Value | ||||
Short-term Non-banking Loans | $ | |
| | % | $ | |
| | % | |
Preferred Stock |
| |
| |
| |
| | |||
Common Stock |
| |
| |
| |
| | |||
Warrants |
| |
| — |
| — |
| — | |||
Other Equity |
| |
| |
| |
| | |||
Total | $ | |
| | % | $ | |
| | % | |
The following table shows the composition of our investment portfolio by major class, at amortized cost and fair value, as of December 31, 2020 (together with the corresponding percentage of total portfolio investments):
As of December 31, 2020 |
| ||||||||||
|
| Investments at |
| Percentage of |
| Investments at |
| Percentage of |
| ||
| Amortized Cost |
| Amortized Cost |
| Fair Value |
| Fair Value | ||||
Short-term Non-banking Loans | $ | |
| | % | $ | |
| | % | |
Preferred Stock |
| |
| |
| |
| | |||
Common Stock |
| |
| |
| |
| | |||
Warrants |
| |
| — |
| — |
| — | |||
Other Equity |
| |
| |
| |
| | |||
Total | $ | |
| | % | $ | |
| | % | |
31
The following table shows the composition of our investment portfolio by industry grouping, based on fair value as of December 31, 2021:
| As of December 31, 2021 |
| ||||
|
| Investments at |
| Percentage of |
| |
| Fair Value |
| Fair Value | |||
Consumer | $ | |
| | % | |
Financial |
| |
| | ||
Information Technology |
| |
| | ||
Real Estate |
| |
| | ||
Total | $ | |
| | % | |
The following table shows the composition of our investment portfolio by industry grouping, based on fair value as of December 31, 2020:
As of December 31, 2020 |
| |||||
|
| Investments at |
| Percentage of |
| |
| Fair Value |
| Fair Value | |||
Consumer | $ | |
| | % | |
Financial |
| |
| | ||
Information Technology |
| |
| | ||
Leisure Hospitality |
| |
| | ||
Real Estate |
| |
| | ||
Total | $ | |
| | % | |
NOTE 7 – FAIR VALUE OF FINANCIAL INSTRUMENTS
Level 3 valuation information: Due to the inherent uncertainty in the valuation process, the estimate of the fair value of our investment portfolio as of December 31, 2021 and 2020 may differ materially from values that would have been used had a readily available market for the securities existed.
The following table presents the fair value measurements of our portfolio investments by major class, as of December 31, 2021, according to the fair value hierarchy:
| As of December 31, 2021 | |||||||||||
|
| Level 1 |
| Level 2 |
| Level 3 |
| Total | ||||
Short-term Non-banking Loans | $ | — | $ | — | $ | | $ | | ||||
Preferred Stock |
| — |
| — |
| |
| | ||||
Common Stock |
| |
| — |
| — |
| | ||||
Other Equity |
| — |
| — |
| |
| | ||||
Total | $ | | $ | — | $ | | $ | | ||||
The following table presents the fair value measurements of our portfolio investments by major class, as of December 31, 2020, according to the fair value hierarchy:
| As of December 31, 2020 | |||||||||||
|
| Level 1 |
| Level 2 |
| Level 3 |
| Total | ||||
Short-term Non-banking Loans | $ | — | $ | — | $ | | $ | | ||||
Preferred Stock |
| — |
| — |
| |
| | ||||
Common Stock |
| |
| — |
| — |
| | ||||
Other Equity |
| — |
| — |
| |
| | ||||
Total | $ | | $ | — | $ | | $ | | ||||
32
The following table presents a reconciliation of the beginning and ending fair value balances for our Level 3 portfolio investment assets for the year ended December 31, 2021:
For the year ended December 31, 2021 | |||||||||||||||
|
| ST |
|
|
|
| |||||||||
| Non-banking |
| Preferred |
| Common | ||||||||||
| Loans | Stock | Stock | Warrants | Other Equity | ||||||||||
Balance as of January 1, 2021 | $ | | $ | | $ | — | $ | — | $ | | |||||
Net change in unrealized appreciation |
| — |
| — |
| — |
| — |
| — | |||||
Purchases and other adjustments to cost |
| |
| |
| — |
| — |
| | |||||
Sales and redemptions |
| ( |
| — |
| — |
| — |
| ( | |||||
Net realized loss |
| — |
| — |
| — |
| — |
| — | |||||
Balance as of December 31, 2021 | $ | | $ | | $ | — | $ | — | $ | | |||||
The net change in unrealized appreciation for the year ended December 31, 2021 attributable to Level 3 portfolio investments still held as of December 31, 2021 is $
The following table presents a reconciliation of the beginning and ending fair value balances for our Level 3 portfolio investment assets for the year ended December 31, 2020:
For the year ended December 31, 2020 | |||||||||||||||
| ST Non-banking |
| Preferred |
| Common |
|
| ||||||||
Loans | Stock | Stock | Warrants | Other Equity | |||||||||||
Balance as of January 1, 2020 | $ | — | $ | | $ | — | $ | — | $ | | |||||
Net change in unrealized appreciation |
| — |
| — |
| — |
| — |
| | |||||
Purchases and other adjustments to cost |
| |
| — |
| — |
| — |
| — | |||||
Sales and redemptions |
| ( |
| — |
| — |
| — |
| ( | |||||
Net realized loss |
| — |
| — |
| — |
| — |
| ( | |||||
Balance as of December 31, 2020 | $ | | $ | | $ | — | $ | — | $ | | |||||
The net change in unrealized appreciation for the year ended December 31, 2020 attributable to Level 3 portfolio investments still held as of December 31, 2020 is $
33
The following table lists our Level 3 investments held as of December 31, 2021 and the unobservable inputs used to determine their valuation:
Security Type |
| 12/31/21 FMV |
| Valuation Technique |
| Unobservable Inputs |
| Range |
| |
ST Non-banking Loans | $ | | discounted cash flow | determining private company interest rate based on credit | % | |||||
Other Equity |
| |
| last secured funding known by company |
| economic changes since last funding |
|
| ||
Preferred Stock |
| |
| last funding secured by company |
| economic changes since last funding |
|
| ||
$ | |
|
|
|
|
|
| |||
The following table presents a reconciliation of the beginning and ending fair value balances for our Level 3 portfolio investment assets for the year ended December 31, 2020:
Security Type |
| 12/31/20 FMV |
| Valuation Technique |
| Unobservable Inputs |
| Range |
| |
ST Non-banking Loans | $ | |
| discounted cash flow |
| determining private company interest rate based on credit |
| % | ||
Other Equity |
| |
| last secured funding known by company |
| economic changes since purchase |
|
| ||
Preferred Stock |
| |
| last funding secured by company |
| economic changes since last funding |
|
| ||
$ | | |||||||||
There were
NOTE 8 – RELATED-PARTY TRANSACTIONS
We maintain a conflicts of interest and related-party transactions policy. 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. In this regard, during the period covered by this report we entered into the following related-party transactions:
| ● | On August 10, 2018, we entered into a loan transaction with Elizabeth Zbikowski who, along with her husband Scott Zbikowski, owned and continues to own approximately |
| ● | On January 3, 2022, we entered into a Loan and Security Agreement (the Loan Agreement) with Eastman Investment, Inc., a Nevada corporation, and Lyle A. Berman, as trustee of the Lyle A. Berman Revocable Trust (collectively, the Lenders). Mr. Berman is a director of our company. Under the Loan Agreement, the Lenders made available to us a $ |
| ● | As a Lender, Mr. Berman is obligated to furnish only of the aggregate $ |
34
| the Loan Agreement will become due and payable; subject, however, to each Lender's right, including Mr. Berman, to terminate the Loan Agreement, solely with respect to such Lender's obligation to provide further credit, at any time after January 3, 2023. In the event that a Lender, including Mr. Berman, terminates its lending obligations, the Loan Agreement requires that we repay such Lender, prior to the |
| ● | The Loan Agreement provides for us to pay a quarterly unused commitment fee equal to one-quarter of percent of the amount of credit available but unused under the Loan Agreement, and requires us to pay such fee in the form of shares of our common stock based on our net asset value per share on the last day of the applicable fiscal quarter. The Loan Agreement grants the Lenders piggyback registration rights subject to customary terms, conditions and exceptions. |
NOTE 9 - RETIREMENT SAVINGS PLANS
Our two employees, Messrs. Geraci and Polinsky, are eligible to participate in a qualified defined contribution 401(k) plan whereby they may elect to have a specified portion of their salary contributed to the plan. We will make a safe harbor match equal to
NOTE 10 – INCOME TAXES
Presently, we are a “C-corporation” for tax purposes and have booked an income tax provision for the year ended December 31, 2021. Income taxes as of December 31, 2021, and 2020 are described below.
| December 31, 2021 | |||||
2021 |
| 2020 | ||||
Current taxes |
|
| ||||
Federal | $ | | $ | — | ||
State |
| |
| | ||
Deferred taxes |
|
|
|
| ||
Federal |
| ( |
| | ||
Stae |
| — |
| | ||
Provision for (benefit from) income taxes | $ | | $ | | ||
A reconciliation of income tax provisions at the U.S. statutory rate for fiscal year 2021 and 2020 is as follows:
| 2021 |
| 2020 | |||
Rate reconciliation: |
|
| ||||
Tax expense at U.S.statutory rate | $ | | $ | | ||
Change in valuation allowance |
| — |
| ( | ||
Provision-to-return reconciliation |
| ( |
| | ||
Other |
| ( |
| ( | ||
Income tax provision | $ | | $ | | ||
The Company had Federal net operating loss carryforwards of approximately $
35
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. Significant components of our deferred tax assets and liabilities as of December 31, 2021 and 2020 were as follows:
| December 31, 2021 | |||||
2021 |
| 2020 | ||||
Deferred tax components |
|
| ||||
Unrealized (gain) loss on marketable securities | $ | ( | $ | ( | ||
Depreciation |
| |
| | ||
Net operating loss carryforwards |
| — |
| | ||
RD and foreign credits |
| — |
| | ||
Other |
| ( |
| — | ||
Net deferred tax asset (liability) | $ | ( | $ | ( | ||
NOTE 11 – FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the years ended December 31, 2021 through 2017:
Year Ended December 31, |
| |||||||||||
|
| 2021 |
| 2020 |
| 2019 |
| 2018 |
| 2017 |
| |
Per Share Data (1) |
|
|
|
|
|
|
|
|
|
| ||
Net asset value at beginning of period | $ | |
| |
| |
| |
| | ||
Net investment gain (loss) |
| |
| |
| ( |
| ( |
| ( | ||
Net realized and unrealized gains (losses) |
| |
| |
| |
| |
| | ||
Provision for income taxes |
| ( |
| ( |
| |
| |
| | ||
Stock based compensation | | ( | | | | |||||||
Repurchase of common stock |
| |
| |
| |
| |
| | ||
Payment of common stock dividend |
| ( |
| ( |
| ( |
| |
| | ||
Net asset value at end of period | $ | |
| |
| |
| |
| | ||
|
|
|
|
|
|
|
|
|
| |||
Ratio / Supplemental Data |
|
|
|
|
|
|
|
|
|
| ||
Per share market value of investments at end of period | $ | |
| |
| |
| |
| | ||
Shares outstanding at end of period |
| |
| |
| |
| |
| | ||
Average weighted shares outstanding for the period |
| |
| |
| |
| |
| | ||
Net assets at end of period | $ | |
| |
| |
| |
| | ||
Average net assets (2) | $ | |
| |
| |
| |
| | ||
Total investment return |
| | % | | % | ( | % | | % | | % | |
Portfolio turnover rate (3) |
| | % | | % | | % | | % | | % | |
Ratio of operating expenses to average net assets (3) |
| ( | % | ( | % | ( | % | ( | % | ( | % | |
Ratio of net investment income (loss) to average net assets (3) |
| | % | | % | ( | % | ( | % | ( | % | |
Ratio of realized gains (losses) to average net assets (3) |
| | % | | % | | % | ( | % | | % | |
| (1) | Per-share data was derived using the weighted-average number of shares outstanding for the period. |
| (2) | Based on the monthly average of net assets as of the beginning and end of each period presented. |
| (3) | Ratios are annualized. |
NOTE 12 – SUBSEQUENT EVENTS
On January 3, 2022, we entered into a Loan and Security Agreement (the “Loan Agreement”) with Eastman Investment, Inc., a Nevada corporation, and Lyle A. Berman, as trustee of the Lyle A. Berman Revocable Trust (collectively, the “Lenders”). Mr. Berman is a
36
director of our company. Under the Loan Agreement, the Lenders made available to us a $
Each Lender is obligated to furnish only -half of the aggregate $
The Loan Agreement provides for us to pay a quarterly unused commitment fee equal to one-quarter of percent of the amount of credit available but unused under the Loan Agreement, and requires us to pay such fee in the form of shares of our common stock based on our net asset value per share on the last day of the applicable fiscal quarter. The Loan Agreement grants the Lenders piggyback registration rights subject to customary terms, conditions and exceptions.
The Loan Agreement contains other provisions, such as representations, warranties, terms and conditions, that are customary for revolving credit facilities. Promissory notes, evidencing amounts owing under the Loan Agreement and conforming to the terms and conditions of the Loan Agreement, were also executed by us and delivered to the Lenders as contemplated under the Loan Agreement.
On January 12, 2022, we entered into a $
On January 26, 2022, we invested $
On February 11, 2022, we filed a registration statement on Form S-1 seeking to register an offering of five-year common stock warrants we intend to distribute to our shareholders as a dividend, and up to
The offering is subject to the effectiveness of the S-1 registration statement. Accordingly, no record date has been established for the associated dividend contemplated as part of the offering. The warrants will not be issued until the registration statement is declared effective, and the warrants will not be exercisable unless such registration statement remains effective. If the offering is consummated, we expect to use net proceeds from the offering for general corporate purposes, including but not limited to extending specialty finance solutions and credit to borrowers and repaying credit facility borrowings.
On March 7, 2022, the company funded a $
37
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance the objectives of the control system are met.
As of December 31, 2020, our Chief Executive Officer and Chief Financial Officer in conjunction with our Chief Compliance Officer carried out an evaluation of the effectiveness of our disclosure controls and procedures as such term is defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures are effective as of December 31, 2021.
Report of Management on Internal Control Over Financial Reporting
Board of Directors and Shareholders Mill City Ventures III, Ltd.:
The management of Mill City Ventures III, Ltd. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) under the Securities and Exchange Act of 1934. The Company’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of management, including its principal executive officer and principal financial officer, the Company’s management assessed the design and operating effectiveness of internal control over financial reporting as of December 31, 2021 based on the framework set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2021. Boulay PLLP, an independent registered public accounting firm, is not required to issue, and thus has not issued, an attestation report on the Company’s internal control over financial reporting as of December 31, 2021.
/s/ Douglas M. Polinsky
Chairman, President and Chief Executive Officer
/s/ Joseph A. Geraci, II
Chief Financial Officer
Changes in Internal Control
There were no changes in our internal control over financial reporting during the year ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
38
PART III
ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors, Executive Officers, Promoters, and Control Persons
Name |
| Age |
| Positions |
Douglas M. Polinsky |
| 62 |
| Chairman, Chief Executive Officer and President |
Joseph A. Geraci, II |
| 52 |
| Director and Chief Financial Officer |
Howard Liszt |
| 76 |
| Director |
Lyle Berman |
| 80 |
| Director |
Laurence Zipkin |
| 82 |
| Director |
Douglas M. Polinsky co-founded the Company in January 2006 and since that time has been the Chairman and Chief Executive Officer of the Company. Since 1994, Mr. Polinsky has been the President of Great North Capital Consultants, Inc., a financial advisory and investment company that he founded. Great North Capital Consultants, Inc. primarily engages in the business of investing in hard money lending with collateral on the loans being first or second mortgages in both residential and commercial properties. In addition, Great North Capital Consultants, Inc. makes direct investments into public and private companies. Since 2015, Mr. Polinsky has been an independent director of Liberated Syndication, Inc., a Nevada corporation with its operations in Pennsylvania. Liberated Syndication, Inc. is a host and publisher of podcasts. Mr. Polinsky is a member of the Audit and Compensation Committees of the Board of Directors of Liberated Syndication. Mr. Polinsky earned a Bachelor of Science degree in hotel administration at the University of Nevada, Las Vegas in 1981.
Joseph A. Geraci, II cofounded the Company in January 2006 and has been a director and the Chief Financial Officer of the Company since that time. Since February 2002 through the present time, Mr. Geraci has been managing member of Isles Capital, LLC, an advisory and consulting firm that assists small businesses, both public and private, in business development. In March 2005, Mr. Geraci also became the managing member of Mill City Advisors, LLC, the general partner of Mill City Ventures, LP, and Mill City Ventures II, LP, each a Minnesota limited partnership that invested directly into both private and public companies. From January 2005 until August 2005, Mr. Geraci served as the Director of Finance for Gelstat Corporation, a purveyor of homeopathic remedies, based in Bloomington, Minnesota. Mr. Geraci provided investment advice to clients as a stockbroker and Vice President of Oak Ridge Financial Services, Inc., a Minneapolis-based broker-dealer firm, from June 2000 to December 2004. While at Oak Ridge Financial Services, Mr. Geraci’s business was focused on structuring and negotiating debt and equity private placements with both private and publicly held companies. Mr. Geraci was employed at other Minneapolie brokerage firms from July 1991 to June 2000. From his career and investment experiences, Mr. Geraci has established networks of colleagues, clients, co-investors, and the officers and directors of public and private companies. These networks offer a range of contacts across a number of sectors and companies that may provide opportunities for investment, including many that meet the Company’s screening criteria.
In August 2003, the National Association of Securities Dealers (NASD) found in an administrative hearing that Mr. Geraci, while employed by and affiliated with a NASD member, had violated NASD Conduct Rule 2110 and SEC Rule 10b-5 in August 1999, and barred him from associating with any NASD member in the future.
Howard Liszt served as Chief Executive Officer of Campbell Mithun, a national marketing communications agency he joined in 1976, until 2001. Under his leadership, Campbell Mithun grew to be one of the 20 largest agencies in the world. He currently serves on the board of : Eggland’s Best. Mr. Liszt has served as a Board member for several industry-leading companies including Land O' Lakes, ShuffleMaster, Ocular Sciences, and Coleman Natural Foods. Mr. Liszt holds a Bachelor of Arts in Journalism and Marketing and a Masters of Science in Marketing from the University of Minnesota, Minneapolis.
39
Lyle Berman is a 1964 graduate of the University of Minnesota with a degree in Business Administration. Mr. Berman began his career with Berman Buckskin, his family's leather business. He helped grow the business into a major specialty retailer with 27 outlets. In 1990, Mr. Berman participated in the founding of Grand Casinos, Inc. Mr. Berman is credited as one of the early visionaries in the development of casinos outside of the traditional gaming markets of Las Vegas and Atlantic City. In less than five years, the company opened eight casino resorts in four states. In 1994, Mr. Berman financed the initial development of Rainforest Cafe. He served as the Chairman and CEO from 1994 until 2000. In October 1995, Mr. Berman was honored with the B'nai B'rith Great American Traditions Award. In April 1996, he received the Gaming Executive of the Year Award; in 2004, Mr. Berman was inducted into the Poker Hall of Fame; and in 2009, he received the Casino Lifetime Achievement Award from Raving Consulting Casino Journal. In 1998, Lakes Entertainment, Inc. was formed. In 2002, as Chairman of the Board and CEO of Lakes Entertainment, Inc., Mr. Berman was instrumental in creating the World Poker Tour. Since January 2005, Mr. Berman has also served as Chairman of the Board of Pokertek, Inc.
Laurence Zipkin is nationally recognized for his expertise in the gaming industry, restaurants, and emerging small growth companies. From 1996 to 2006, Mr. Zipkin owned Oakridge Securities, Inc. where, as an investment banker, he successfully raised capital for various early growth-stage companies and advising clients with regard to private placements, initial public offerings, mergers, debt offerings, bridge and bank financings, developing business plans and evaluating cash needs and resources. He has extensive experience in the merger and acquisition field and has represented companies on both the buy and sell side. Since 2006, Mr. Zipkin has been self-employed, engaging in various consulting activities, owning and operating two restaurant properties, and purchasing distressed real estate. Mr. Zipkin is a licensed insurance agent for both life and health insurance. Mr. Zipkin attended the University of Pennsylvania Wharton School of Finance.
Under the Company’s bylaws, the directors serve for indefinite terms expiring upon the next annual meeting of the Company’s shareholders.
When considering whether directors and nominees have the experience, qualifications, attributes and skills to enable the
Board of Directors to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board of Directors focuses primarily on the industry and transactional experience, and other background, in addition to any unique skills or attributes associated with a director. With regard to Messrs. Polinsky and Geraci, the Board of Directors considered their significant experience, expertise and background with regard to investing in general and the Company in particular. With regard to Mr. Berman, the Board of Directors considered his background and experience with the public securities markets and his former employment and experience in operational capacities. With regard to Mr. Liszt, the Board of Directors considered his experience on other boards of public companies, his past experience in the communications and advertising fields, and his organizational experience. With regard to Mr. Zipkin, the Board of Directors considered his knowledge, experience and skills in the finance, public securities and investment banking fields.
Code of Ethics
Our Board of Directors adopted a Code of Ethics on August 5, 2008, and revised March 6, 2013 in connection with the Company’s election to become a BDC. The Code of Ethics includes our Company’s principal executive officer and principal financial officer, or persons performing similar functions, as required by Sections 406 and 407 of the Sarbanes-Oxley Act of 2002. The Company formally revised the Code of Ethics again in March 2021, to reflect the Company’s withdrawal of its BDC election. Our Code of Ethics is available at our website, www.millcityventures3.com, or without charge, to any shareholder upon written request made to Mill City Ventures III, Ltd., Attention: Chief Executive Officer, 1907 Wayzata Blvd., Suite 205, Wayzata, MN 55391.
Changes to Board of Director Nomination Procedures
In March 2021, the Board of Directors formally created a Nominating and Governance Committee and adopted and associated charter. The charter alters the manner in which candidates for service as directors will be nominated for election or re-election and delegates that authority to the committee in lieu of the entire Board of Directors.
40
Committees of the Board of Directors; Audit Committee Financial Expert
The Board of Directors has an Audit Committee, a Compensation Committee, a Valuation Committee and a Nominating and Governance Committee. The members of the Audit Committee are Laurence Zipkin, Howard Liszt and Lyle Berman., each of whom is independent for purposes of the Securities Exchange Act of 1934. Mr. Berman currently serves as chair of the Audit Committee. The board has adopted a charter for the Audit Committee a copy of which is available at the Company’s website at www.millcityventures3.com. The Audit Committee is responsible for approving the Company’s independent accountants and recommending them to the board (including a majority of the independent directors) for approval and submission to the shareholders for ratification, if any, reviewing with its independent accountants the plans and results of the audit engagement, approving professional services provided by its independent accountants, reviewing the independence of its independent accountants and reviewing the adequacy of its internal accounting controls. The Audit Committee is also responsible for discussing with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company's risk assessment and risk management policies. The board has determined that Mr. Berman is an “audit committee financial expert” within the meaning of the rules of the Commission. Mr. Berman’s relevant experience is detailed in his biography above. The Board of Directors has determined that each of the Audit Committee members is able to read and understand fundamental financial statements and that at least one member of the Audit Committee has past employment experience in finance or accounting.
The members of the Compensation Committee are Messrs. Zipkin, Liszt and Berman, each of whom is independent for purposes of the Securities Exchange Act of 1934. Mr. Liszt currently serves as chair of the Compensation Committee. The compensation committee is responsible for approving the Company’s compensation arrangements with its executive management, including bonus-related decisions and employment agreements with respect to such individuals. The board has adopted a charter for the Compensation Committee, a copy of which is available at www.millcityventures3.com.
The members of the Valuation Committee are Messrs. Zipkin, Liszt and Berman, each of whom is independent for purposes of the Securities Exchange Act of 1934. Mr. Zipkin currently serves as chair of the Valuation Committee. The Valuation Committee is responsible for approving the fair value of debt and equity securities comprising the Company’s investment portfolio pursuant to the Company’s written valuation policy and procedures.
The members of the Nominating and Corporate Governance Committee are Messrs. Zipkin, Liszt and Berman, each of whom is independent for purposes of the Securities Exchange Act of 1943. Mr. Liszt currently serves as chair of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance committee is responsible for advising the Board on a broad range of issues surrounding the composition and operation of the Board of Directors and its committees, specifically including identifying criteria for suitable board candidates, identifying individuals suited to service on the board (consistent with those criteria), recommending director candidates to the board and to the shareholders, conducting annual reviews of corporate governance matters and making related recommendations to the Board of Directors and its committees.
Of the directors presently serving on the board, Messrs. Berman, Liszt and Zipkin are “independent” as that term is defined in Section 4200(a)(15) of National Association of Securities Dealers’ listing standards.
While the Company is not presently subject to the Nasdaq listing standards because its common stock is not listed for trading on any Nasdaq market tier, the Company has submitted an application to have its common stock listed on the Nasdaq Capital Markets.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, requires our directors, executive officers and beneficial owners of more than 10% of our common stock to file with the SEC certain reports regarding their ownership of common stock or any changes in such ownership. Based on our own review, we believe that there were no late filings during 2021 other than: a Form 4 filed by Mr. Geraci on April 9, 2021, reporting a gift of 2,000 shares of common stock made on March 25, 2021; and a Form 4 filed by Mr. Zipkin on December 13, 2021, reporting open-market purchases of common stock back to November 18, 2021.
41
ITEM 11 EXECUTIVE AND DIRECTOR COMPENSATION
Executive Compensation — Summary Compensation Table
The following table sets forth the total compensation paid by the Company during its two most recent fiscal years ended December 31, 2021 and 2020 to those persons who served as the Company’s President or Chief Executive Officer and Chief Financial Officer during such periods (collectively, the “named executives”).
|
| Cash |
| Stock |
| All Other |
| ||||||||||
Name and Principal Position |
| Year |
| Salary |
| Bonus |
| Awards |
| Compensation |
| Total | |||||
Douglas M. Polinsky, | 2021 | $ | 100,000 | $ | 100,000 | $ | — | $ | 34,984 | $ | 234,984 | ||||||
Chief Executive Officer |
| 2020 | $ | 50,000 | $ | $ | 30,500 | $ | 31,845 |
| $ | 112,345 | |||||
Joseph A. Geraci, II, |
| 2021 | $ | 150,000 | $ | 100,000 | $ | — | $ | 41,197 | $ | 291,197 | |||||
Chief Executive Officer |
| 2020 | $ | 100,000 | $ | $ | 30,500 | $ | 37,918 | $ | 168,418 | ||||||
*includes additional compensation of payment of health insurance premiums and 401(k) matching contributions under the employment retirement program.
Outstanding Equity Awards at Fiscal Year End
We had no outstanding options, warrants, unvested stock awards or equity incentive plan awards as of December 31, 2021 held by any named executive. In addition, we have no options, warrants, unvested stock awards or equity incentive plan awards outstanding and held by any named executive as of the date of this filing.
Director Compensation
For 2021, we paid a total of $120,000 in director fees to our independent directors. Presently, each such director receives an annualized fee of $40,000.
Name |
| Year |
| Compensation |
| Total | ||
Joseph A. Geraci, II | 2021 | — | — | |||||
Douglas M. Polinsky |
| 2021 |
| — |
| — | ||
Lyle Berman |
| 2021 | $ | 40,000 | $ | 40,000 | ||
Howard P. Liszt |
| 2021 | $ | 40,000 | $ | 40,000 | ||
Laurence S. Zipkin |
| 2021 | $ | 40,000 | $ | 40,000 | ||
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The table below sets forth certain information with respect to beneficial ownership of our common stock as of December 31, 2021 (on which date there were 10,790,413 shares of common stock outstanding), by:
| • | each director of the Company |
| • | each named executive (see Item 11 above) |
| • | all current directors and executive officers of the Company as a group, and |
| • | each person or entity known by the Company to beneficially own more than 5% of our common stock. |
42
Unless otherwise indicated in the table or its footnotes, the business address of each of the following persons or entities is 1907 Wayzata Blvd., Suite 205, Wayzata, Minnesota 55391, and each such person or entity has sole voting and investment power with respect to the shares of common stock set forth opposite their respective name.
| Number of |
| Percentage |
| |
Shares | of |
| |||
Beneficially | Outstanding |
| |||
Owned (1) |
| Shares (1) |
| ||
Douglas M. Polinsky (2) | 900,899 | 8.35 | % | ||
Joseph A. Geraci, II (3) |
| 1,008,828 |
| 9.35 | % |
Howard Liszt (4) |
| 20,000 |
| — | * |
Lyle Berman (5) |
| 20,000 |
| — | * |
Laurence Zipkin (6) |
| 67,931 |
| — | * |
Neal Linnihan SEP/IRA |
| 2,500,000 |
| 23.17 | % |
Scott and Elizabeth Zbikowski (7) |
| 1,765,000 |
| 16.36 | % |
David Bester |
| 1,000,000 |
| 9.27 | % |
Patrick Kinney (8) |
| 933,187 |
| 8.65 | % |
William Hartzell |
| 650,000 |
| 6.02 | % |
All current directors and executive officers as a group (9) (five persons) |
| 1,727,603 |
| 16.01 | % |
*less than one percent
| (1) | Beneficial ownership is determined in accordance with the rules of the SEC and includes general voting power and/or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days of the applicable record date, are deemed outstanding for computing the beneficial ownership percentage of the person holding such options or warrants but are not deemed outstanding for computing the beneficial ownership percentage of any other person. |
| (2) | Mr. Polinsky is our Chairman and Chief Executive Officer. Figure includes 290,055 common shares held by Lantern Advisers, LLC, a Minnesota limited liability company co-owned by Messrs. Polinsky and Geraci; 528,705 common shares held individually and directly by Mr. Polinsky; 69,411 common shares held by or on behalf of Great North Capital Corp.; and 12,728 common shares Mr. Polinsky holds as a custodian for his children (beneficial ownership of which Mr. Polinsky disclaims). |
| (3) | Mr. Geraci is a director and our Chief Financial Officer. Figure includes 290,055 common shares held by Lantern Advisers, LLC, a Minnesota limited liability company co-owned by Messrs. Geraci and Polinsky; 700,500 common shares held individually and directly by Mr. Geraci; 17,273 common shares held individually by Mr. Geraci’s spouse, and 1,000 shares held by Mr. Geraci’s minor child. |
| (4) | Mr. Liszt is a director of the Company. |
| (5) | Mr. Berman is a director of the Company. |
| (6) | Mr. Zipkin is a director of the Company. |
| (7) | Based upon a Schedule 13G filed by Mr. and Mrs. Zbikowski, Mr. Zbikowski is the beneficial owner of 1,140,000 shares, and Mrs. Zbikowski is the beneficial owner of 625,000 shares. Mr. and Mrs. Zbikowski are husband and wife. |
| (8) | Based upon a Schedule 13G filed by Mr. Kinney on March 19, 2013, Mr. Kinney may be deemed to be the beneficial owner of 933,187 shares, which includes 3,640 shares that are held in custodial accounts for the benefit of his grandchildren. |
| (9) | Consists of Messrs. Polinsky, Geraci, Liszt, Berman and Zipkin. |
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ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Transactions with Related Persons and Certain Conflict Disclosures
Our Board of Directors has adopted a policy to require our disclosure of instances in our periodic filings with the SEC. Our related-party transactions requiring disclosure under this policy are as follows:
| ● | On August 10, 2018, we entered into a loan transaction with Elizabeth Zbikowski who, along with her husband Scott Zbikowski, owned and continues to own approximately 1,765,000 shares of our common stock. In the transaction, we obtained a two-year promissory note in the principal amount of $250,000, which was subsequently amended such that the note presently matures in August 2022. The promissory note bears interest payable monthly at the rate of 10% per annum. The note is secured by the debtors' pledge to us of 625,000 shares of our common stock. The pledged shares are held in physical custody for us by Millennium Trust Company, as our custodial agent. |
| ● | On January 3, 2022, we entered into a Loan and Security Agreement (the Loan Agreement) with Eastman Investment, Inc., a Nevada corporation, and Lyle A. Berman, as trustee of the Lyle A. Berman Revocable Trust (collectively, the Lenders). Mr. Berman is a director of our company. Under the Loan Agreement, the Lenders made available to us a $5 million revolving line of credit for us to use in the ordinary course of our short-term specialty finance business. Amounts drawn under the Loan Agreement accrue interest at the per annum rate of 8%, and all our obligations under the Loan Agreement are secured by a grant of a collateral security interest in substantially all of our assets. |
| ● | As a Lender, Mr. Berman is obligated to furnish only one-half of the aggregate $5 million available under the Loan Agreement. The Loan Agreement has a five-year term ending on January 3, 2027, at which time all amounts owing under the Loan Agreement will become due and payable; subject, however, to each Lender's right, including Mr. Berman, to terminate the Loan Agreement, solely with respect to such Lender's obligation to provide further credit, at any time after January 3, 2023. In the event that a Lender, including Mr. Berman, terminates its lending obligations, the Loan Agreement requires that we repay such Lender, prior to the five-year maturity date, with the proceeds derived from specified investments. |
| ● | The Loan Agreement provides for us to pay a quarterly unused commitment fee equal to one-quarter of one percent of the amount of credit available but unused under the Loan Agreement, and requires us to pay such fee in the form of shares of our common stock based on our net asset value per share on the last day of the applicable fiscal quarter. The Loan Agreement grants the Lenders piggyback registration rights subject to customary terms, conditions and exceptions. |
Related-Party Transaction Policy
The Board of Directors has adopted a written Conflict of Interest and Related Party Transaction Policy. That policy governs the approval of all related-party transactions, subject only to certain customary exceptions (e.g., compensation, certain charitable donations, transactions made available to all employees generally, etc.). The policy contains a minimum dollar threshold of $5,000.
The entire Board of Directors administers the policy and approves any related-party transactions. In general, after full disclosure of all material facts, review and discussion, the board approves or disapproves related-party transactions by a vote of a majority of the directors who have no interest in such transaction, direct or indirect. Procedurally, no director is allowed vote in any approval of a related-party transaction for which he or she is the related party, except that such a director may otherwise participate in a related discussion and shall provide to the board all material information concerning the related-party transaction and the director’s interest therein. If a related-party transaction will be ongoing, the board may establish guidelines for management to follow in its ongoing dealings with the related party.
Director Independence
The Company currently has five directors, three of whom—Messrs. Liszt, Berman and Zipkin, are “independent” as that term is defined in Section 4200(a)(15) of National Association of Securities Dealers’ listing standards. The Company is not subject to those listing standards, however, because its common stock is presently not listed for trading on a Nasdaq market. The Company has, however, submitted an application for its common stock to be listed and traded on the Nasdaq Capital Markets. Based upon information requested
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from each such director concerning his background, employment and affiliations, the board has affirmatively determined that none of the independent directors has a material business or professional relationship with the Company, other than in his or her capacity as a member of the board or any committee thereof.
ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table summarizes the fees for professional audit services provided by (i) Boulay PLLP for the audit of the Company’s annual financial statements for the year ended December 31, 2021 and December 31, 2020, as well as the fees billed for other services rendered by Boulay PLLP during year ended December 31, 2021.
| 2021 |
| 2020 | |||
Audit Fees |
| $ | 89,031 |
| $ | 80,875 |
AuditRelated Fees |
| 11,150 |
| — | ||
Tax Fees |
| 18,975 |
| 9,100 | ||
Total | $ | 119,156 | $ | 89,975 | ||
Audit Fees. The fees identified under this caption were for professional services rendered by Boulay PLLP for the years ended 2021 and 2020 in connection with the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q. The amounts also include fees for services that are normally provided by the independent public registered accounting firm in connection with statutory and regulatory filings and engagements for the years identified.
Audit-Related Fees. The fees identified under this caption were for assurance and related services that were related to the performance of the audit or review of our financial statements and were not reported under the caption “Audit Fees.” This category may include fees related to the performance of audits and attestation services not required by statute or regulations, and accounting consultations about the application of generally accepted accounting principles to proposed transactions.
Tax Fees. The fees identified under this caption were for tax compliance and corporate tax services. Corporate tax services encompass a variety of permissible services, including technical tax advice related to tax matters; assistance with state and local taxes.
Approval Policy. The Audit Committee of our Board of Directors approves in advance all services provided by our independent registered public accounting firm. All engagements of our independent registered public accounting firm in years ended 2021 and 2020 were pre-approved by the Audit Committee.
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PART IV
ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Financial Statements
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MILL CITY VENTURES III, LTD. | |
/s/ Douglas Polinsky | |
Douglas Polinsky | |
Chief Executive Officer | |
Dated: March 14th, 2022 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Douglas M. Polinsky | Chief Executive Officer, President and | March 14th, 2022 |
Douglas M. Polinsky | Director (principal executive officer) | |
/s/ Joseph A. Geraci, II | Chief Financial Officer and Director | March 14th, 2022 |
Joseph A. Geraci, II | (principal accounting and financial officer) | |
/s/ Lyle Berman | Director | March 14th, 2022 |
Lyle Berman | ||
/s/ Howard Liszt | Director | March 14th, 2022 |
Howard Liszt | ||
/s/ Laurence Zipkin | Director | March 14th, 2022 |
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