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[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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MARYLAND
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77-6100553
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No)
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150 Almaden Boulevard, Suite 1250
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San Jose, California
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95113
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(Address of Principal Executive Offices)
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(Zip Code)
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[ ]
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Large Accelerated Filer
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[ ]
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Accelerated Filer
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[X]
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Non-accelerated Filer
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[ ]
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Smaller Reporting Company
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(Do not check if smaller reporting company)
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|||
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Class
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Outstanding at September 30, 2012
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Common Stock, $0.001 par value per share
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8,556,480
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PART I. FINANCIAL INFORMATION
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2
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||
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Item 1.
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Financial Statements
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2
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Statements of Assets and Liabilities as of September 30, 2012 (Unaudited), and December 31, 2011
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2
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||
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Statements of Operations (Unaudited) for the Three Months Ended September 30, 2012 and 2011, for the Nine Months Ended September 30, 2012, and for the Period April 18, 2011 (commencement of operations) to September 30, 2011
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3
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||
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Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2012, and for the Period April 18, 2011 (commencement of operations) to September 30, 2011
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4
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Statements of Changes in Net Assets for the Nine Months Ended September 30, 2012 (Unaudited) and for the Period April 18, 2011 (Commencement of Operations) Through December 31, 2011
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5
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||
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Selected Per Share Data and Ratios for the Nine Months Ended September 30, 2012
(Unaudited) and for the Period April 18, 2011 (Commencement of Operations) Through December 31, 2011
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6 | ||
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Schedule of Investments (Unaudited) as of September 30, 2012
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7
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Notes To Financial Statements (Unaudited)
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9
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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19
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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26
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Item 4.
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Controls and Procedures
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27
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PART II. OTHER INFORMATION
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28
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||
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Item 1.
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Legal Proceedings
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28
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Item 1A.
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Risk Factors
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28
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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28
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Item 3.
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Defaults Upon Senior Securities
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28
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Item 4.
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Mine Safety Disclosures
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28
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Item 5.
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Other Information
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28
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Item 6.
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Exhibits
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28
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SIGNATURES
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29
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||
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AS OF SEPTEMBER 30,
2012 (UNAUDITED)
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AS OF
DECEMBER
31, 2011
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|||||||
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ASSETS
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||||||||
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Investment securities:
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||||||||
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Unaffiliated issuers at acquisition cost
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$ | 42,708,812 | $ | 17,041,575 | ||||
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Affiliated issuers at acquisition cost
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7,544,002 | 6,544,002 | ||||||
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Total acquisition cost
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$ | 50,252,814 | $ | 23,585,577 | ||||
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Unaffiliated issuers at market value
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$ | 27,303,666 | $ | 12,645,383 | ||||
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Affiliated issuers at market value
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2,063,634 | 2,837,121 | ||||||
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Total market value* (Note 7)
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29,367,300 | 15,482,504 | ||||||
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Cash**
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164,801,757 | 63,792,414 | ||||||
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Segregated cash
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2,200,000 | 4,640,000 | ||||||
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Receivable from interest
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820,721 | 346,085 | ||||||
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Other assets ***
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15,581 | 55,356 | ||||||
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Total Assets
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197,205,359 | 84,316,359 | ||||||
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LIABILITIES
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||||||||
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Payable to affiliates (Note 5)
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1,007,073 | 432,906 | ||||||
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Consulting fee payable
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15,199 | 140,441 | ||||||
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Offering cost payable
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5,090 | — | ||||||
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Accrued expenses and other payables
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140,185 | 115,537 | ||||||
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Total Liabilities
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1,167,547 | 688,884 | ||||||
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NET ASSETS
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$ | 196,037,812 | $ | 83,627,475 | ||||
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Net Assets consist of:
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||||||||
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Common Stock, par value $0.001 per share 100,000,000 shares authorized
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$ | 8,556 | $ | 3,496 | ||||
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Paid-in-capital
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220,461,166 | 92,983,421 | ||||||
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Accumulated net investment loss
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(2,372,299 | ) | — | |||||
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Accumulated net realized losses from security transactions
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(1,146,727 | ) | (1,256,369 | ) | ||||
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Net unrealized depreciation on investments, warrants transactions, other assets and purchased options
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(20,912,884 | ) | (8,103,073 | ) | ||||
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NET ASSETS
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$ | 196,037,812 | $ | 83,627,475 | ||||
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Shares of Common Stock outstanding
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8,556,480 | 3,496,480 | ||||||
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Net asset value per share (Note 3)
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$ | 22.91 | $ | 23.92 | ||||
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*
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Includes warrants and purchased options whose primary risk exposure is equity contracts.
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**
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Cash composed primarily of the Fidelity Institutional Money Market Treasury Portfolio which invests primarily in U.S. Treasury securities.
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***
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For the periods ended September 30, 2012 and December 31, 2011, other assets consist of $2,720 and $15,125 prepaid insurance payable and $12,861 and $40,231 of contingent receivable, respectively, from the sale of Solaicx to MEMC Electronic Materials, Inc. for an initial cash payment plus possible future cash payments if certain criteria is met.
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FOR THE
THREE
MONTHS
ENDED
SEPT. 30, 2012
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FOR THE
THREE
MONTHS
ENDED
SEPT. 30, 2011
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FOR THE NINE
MONTHS
ENDED
SEPT. 30, 2012
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FOR THE
PERIOD
ENDED
SEPT. 30, 2011
(1)
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|||||||||||||
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INVESTMENT INCOME
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||||||||||||||||
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Unaffiliated interest
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4,159 | 13,619 | 9,501 | 18,822 | ||||||||||||
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Affiliated interest
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174,131 | 63,014 | 474,636 | 110,411 | ||||||||||||
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TOTAL INVESTMENT INCOME
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178,290 | 76,633 | 484,137 | 129,233 | ||||||||||||
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EXPENSES
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Investment advisory fees (Note 5)
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1,007,524 | 469,069 | 2,287,708 | 862,420 | ||||||||||||
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Administration fees
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34,280 | 21,775 | 79,820 | 43,225 | ||||||||||||
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Custody fees
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3,084 | 3,000 | 6,214 | 6,000 | ||||||||||||
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Transfer agent fees
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18,643 | 14,984 | 37,703 | 30,017 | ||||||||||||
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Registration and filing fees
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22,019 | 7,145 | 30,384 | 7,145 | ||||||||||||
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Professional fees
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107,645 | 84,767 | 259,145 | 160,234 | ||||||||||||
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Printing fees
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12,670 | 12,010 | 37,735 | 22,380 | ||||||||||||
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Trustees fees
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13,894 | 9,923 | 36,033 | 19,777 | ||||||||||||
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Miscellaneous fees
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32,127 | 5,659 | 81,694 | 6,300 | ||||||||||||
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TOTAL NET EXPENSES
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1,251,886 | 628,332 | 2,856,436 | 1,157,498 | ||||||||||||
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NET INVESTMENT LOSS
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(1,073,596 | ) | (551,699 | ) | (2,372,299 | ) | (1,028,265 | ) | ||||||||
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Net Realized and Unrealized Loss on Investments:
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||||||||||||||||
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Net realized gains from security transactions
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||||||||||||||||
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Non-affiliated
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412,210 | 7,008 | 418,692 | 184,701 | ||||||||||||
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Net realized gains (losses) from purchased option transactions(2)
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(309,048 | ) | 99,785 | (309,048 | ) | 99,785 | ||||||||||
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Net realized losses on foreign currency
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– | – | (2 | ) | – | |||||||||||
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Net change in unrealized depreciation on other assets
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(14,877 | ) | – | (27,370 | ) | – | ||||||||||
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Net change in unrealized depreciation on investments
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(5,314,886 | ) | (5,252,023 | ) | (12,378,918 | ) | (6,829,545 | ) | ||||||||
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Net change in unrealized depreciation on warrants transactions(2)
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(89,599 | ) | – | (403,523 | ) | – | ||||||||||
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Net change in unrealized depreciation on purchased options(2)
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(14,105 | ) | (282,180 | ) | – | (282,180 | ) | |||||||||
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Net Realized and Unrealized Loss on Investments
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(5,330,305 | ) | (5,427,410 | ) | (12,700,169 | ) | (6,827,239 | ) | ||||||||
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Net Decrease In Net Assets Resulting From Operations
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$ | (6,403,901 | ) | $ | (5,979,109 | ) | $ | (15,072,468 | ) | $ | (7,855,504 | ) | ||||
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Net Decrease In Net Assets Per Share Resulting From
Operations(3)
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$ | (2.36 | ) | $ | (2.25 | ) | $ | (0.75 | ) | $ | (1.71 | ) | ||||
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(1)
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For the Period April 18, 2011 (inception) through September 30, 2011.
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(2)
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Primary risk exposure is equity contracts.
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(3)
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Per share results are calculated based on weighted average shares outstanding for each period.
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FOR THE NINE MONTHS
ENDED
SEPT. 30, 2012
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FOR THE
PERIOD
ENDED
SEPT. 30, 2011
(1)
|
|||||||
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CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
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Net decrease in Net Assets resulting from operations
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$ | (15,072,468 | ) | $ | (7,855,504 | ) | ||
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Adjustments to reconcile net decrease in Net Assets derived from operations to net cash provided by operating
activities:
|
||||||||
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Purchases of investments
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(29,412,237 | ) | (22,028,155 | ) | ||||
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Proceeds from disposition of investments
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3,157,210 | 2,957,129 | ||||||
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Investment in purchased options
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(309,048 | ) | — | |||||
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Proceeds from litigation claim
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6,480 | 42,255 | ||||||
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Increase in dividends, interest, and reclaims receivable
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(474,636 | ) | (177,808 | ) | ||||
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Increase/(decrease) in segregated cash
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2,440,000 | (1,597,500 | ) | |||||
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Increase in payable to affiliates
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574,167 | 637,665 | ||||||
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Net realized gain from investments
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(109,644 | ) | (284,486 | ) | ||||
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Increase/(decrease) in other assets
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12,405 | (40,231 | ) | |||||
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Increase in offering costs payable
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5,090 | — | ||||||
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Decrease in accrued expenses and other payables
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(100,594 | ) | — | |||||
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Net unrealized appreciation/depreciation from investments and other assets
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12,809,811 | 7,111,725 | ||||||
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Net cash used in operating activities
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(26,473,462 | ) | (21,234,910 | ) | ||||
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CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
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Proceeds from shares sold
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127,482,805 | 94,434,607 | ||||||
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Net cash provided by financing activities
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127,482,805 | 94,434,607 | ||||||
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Net change in cash
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101,009,343 | 73,199,697 | ||||||
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Cash - beginning of period
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63,792,414 | — | ||||||
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Cash - end of period
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$ | 164,801,757 | $ | 73,199,697 | ||||
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(1)
|
For the period April 18, 2011 (inception) through September 30, 2011.
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FOR THE NINE MONTHS
ENDED
SEPT. 30, 2012
(UNAUDITED)
|
FOR THE
PERIOD ENDED
DECEMBER
31, 2011
(1)
|
|||||||
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FROM OPERATIONS
|
||||||||
|
Net investment loss
|
$ | (2,372,299 | ) | $ | (1,447,690 | ) | ||
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Net realized gains (losses) from security transactions, and foreign currency
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109,642 | (1,256,369 | ) | |||||
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Net change in unrealized depreciation on other assets, investments, warrants transactions and purchased
options
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(12,809,811 | ) | (8,103,073 | ) | ||||
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Net decrease in net assets from operations
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(15,072,468 | ) | (10,807,132 | ) | ||||
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FROM CAPITAL SHARE TRANSACTIONS:
|
||||||||
|
Issuance of common stock
(2)
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127,482,805 | 94,434,607 | ||||||
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Net increase in net assets from capital share transactions
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127,482,805 | 94,434,607 | ||||||
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TOTAL INCREASE IN NET ASSETS
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112,410,337 | 83,627,475 | ||||||
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NET ASSETS:
|
||||||||
|
Beginning of period
|
83,627,475 | — | ||||||
|
End of period
|
$ | 196,037,812 | $ | 83,627,475 | ||||
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Accumulated Net Investment (Loss)
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$ | (2,372,299 | ) | $ | — | |||
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COMMON STOCK ACTIVITY:
|
||||||||
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Shares issued
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5,060,000 | 3,496,480 | ||||||
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Net increase in shares outstanding
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5,060,000 | 3,496,480 | ||||||
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Shares outstanding, beginning of period
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3,496,480 | — | ||||||
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Shares outstanding, end of period
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8,556,480 | 3,496,480 | ||||||
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(1)
|
For the period April 18, 2011 (inception) through December 31, 2011.
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(2)
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Net of underwriting fees and offering expenses.
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FOR THE NINE
MONTHS
ENDED
SEPT. 30, 2012
(UNAUDITED)
|
FOR THE
PERIOD ENDED
DECEMBER
31, 2011
(1)
|
|||||||
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Net asset value at beginning of period
|
$ | 23.92 | $ | 27.01 | ||||
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Income from investment operations:
|
||||||||
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Net investment loss
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(0.28 | ) | (0.41 | ) | ||||
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Net realized and unrealized gains (losses) on investments
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(1.11 | ) | (2.68 | ) | ||||
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Total from investment operations
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(1.39 | ) | (3.09 | ) | ||||
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Premiums from shares sold in offerings
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0.38 | — | ||||||
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Net asset value at end of period
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$ | 22.91 | $ | 23.92 | ||||
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Market value at end of period
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$ | 17.44 | $ | 14.33 | ||||
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Total return
|
||||||||
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Based on Net Asset Value
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(4.22 | )%(a) | (11.44 | )%(a) | ||||
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Based on Stock Price
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21.70 | %(a) | (46.95 | )%(a) | ||||
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Net assets at end of period (millions)
|
$ | 196.0 | $ | 83.63 | ||||
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Ratio of total expenses to average net assets
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2.67 | %(b) | 2.76 | %(b) | ||||
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Ratio of net investment loss to average net assets
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(2.22 | )%(b) | (2.28 | %)(b) | ||||
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Portfolio turnover rate
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10 | %(a) | 18 | %(a) | ||||
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(1)
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For the period April 18, 2011 (inception) through December 31, 2011.
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(A)
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Not Annualized
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(B)
|
Annualized
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PORTFOLIO COMPANY
(% OF NET ASSETS)
|
INDUSTRY
|
TYPE OF INVESTMENT
|
SHARES/
PAR VALUE ($)
|
VALUE
|
||||||
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FACEBOOK (6.0%)
|
Social Networking
|
Common Stock *(1)
|
600,000 | $ | 11,696,400 | |||||
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GILT GROUPE (0.8%)
|
Internet
|
Common Stock *(1)
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88,841 | 1,599,138 | ||||||
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INNOVION CORP. (0.1%)
|
Services
|
Preferred Stock - Series A-1 *(1)
|
324,948 | 145,187 | ||||||
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Preferred Stock - Series A-2 *(1)
|
168,804 | 8,339 | ||||||||
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Common Stock *(1)
|
2 | 0 | ||||||||
| 153,526 | ||||||||||
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INTEVAC, INC. (1.7%)
|
Other Electronics
|
Common Stock *
|
545,156 | 3,330,903 | ||||||
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IP UNITY (0.0%)
|
Networking
|
Preferred Stock - Series C *(1)
|
1,932,222 | 271 | ||||||
|
Preferred Stock - Series E *(1)
|
193,042 | 27 | ||||||||
| 298 | ||||||||||
|
SILICON GENESIS
CORPORATION (1.1%)
|
Intellectual Property
|
Preferred Stock -Series 1-C *(1)(2)
|
82,914 | 0 | ||||||
|
Preferred Stock -Series 1-D *(1)(2)
|
850,830 | 0 | ||||||||
|
Preferred Stock -Series 1-E *(1)(2)
|
5,704,480 | 178,550 | ||||||||
|
Preferred Stock - Series 1-F *(1)(2)
|
912,453 | 39,509 | ||||||||
|
Common Stock *(1)(2)
|
911,892 | 0 | ||||||||
|
Preferred Stock Warrants - Series 1-E *(1)(2)
|
94,339 | 0 | ||||||||
|
Preferred Stock Warrants - Series 1-E *(1)(2)
|
1,257,859 | 0 | ||||||||
|
Common Stock Warrants *(1)(2)
|
37,982 | 0 | ||||||||
|
Common Stock Warrants *(1)(2)
|
5,000,000 | 0 | ||||||||
|
Common Stock Warrants *(1)(2)
|
3,000,000 | 0 | ||||||||
|
Convertible Note (1)(2) Matures October 2012
Interest Rate 20%
|
500,000 | 346,650 | ||||||||
|
Convertible Note (1)(2) Matures December 2012
Interest Rate 20%
|
1,250,000 | 786,625 | ||||||||
|
Convertible Note (1)(2) Matures December 2012
Interest Rate 20%
|
1,000,000 | 712,300 | ||||||||
| 2,063,634 | ||||||||||
|
PORTFOLIO COMPANY
|
SHARES/ | |||||||||
|
(% OF NET ASSETS)
|
INDUSTRY
|
TYPE OF INVESTMENT
|
CONTRACTS
|
VALUE
|
||||||
|
SKYLINE SOLAR (0.1%)
|
Renewable Energy
|
Preferred Stock - Series C *(1)
|
793,651 | $ | 249,365 | |||||
|
SOLARCITY CORPORATION (3.7%)
|
Renewable Energy
|
Common Stock *(1)
|
426,300 | 7,342,378 | ||||||
|
SOLOPOWER, INC. (0.5%)
|
Renewable Energy
|
Preferred Stock - Series A *(1)
|
400,000 | 151,160 | ||||||
|
Preferred Stock - Series B *(1)
|
100,205 | 44,131 | ||||||||
|
Preferred Stock - Series D *(1)
|
100,000 | 164,700 | ||||||||
|
Preferred Stock - Series E-1 *(1)
|
190,476 | 448,609 | ||||||||
|
Common Stock Warrants *(1)
|
400,000 | 113,680 | ||||||||
| 922,280 | ||||||||||
|
TWITTER, INC (1.0%)
|
Social Networking
|
Common Stock *(1)
|
108,400 | 2,009,378 | ||||||
|
UCT COATINGS (0.0%)
|
Advanced Materials
|
Common Stock *(1)
|
1,500,000 | 0 | ||||||
|
Common Stock Warrants *(1)
|
136,986 | 0 | ||||||||
|
Common Stock Warrants *(1)
|
2,283 | 0 | ||||||||
|
Common Stock Warrants *(1)
|
33,001 | 0 | ||||||||
| 0 | ||||||||||
|
TOTAL INVESTMENTS
(
COST $50,252,814) —
15.0%
|
29,367,300 | |||||||||
|
OTHER ASSETS IN EXCESS
OF LIABILITIES — 85.0%
|
166,670,512 | |||||||||
|
NET ASSETS — 100.0%
|
$ | 196,037,812 | ||||||||
|
*
|
Non-income producing security.
|
|
(1)
|
Restricted security. Fair Value is determined by or under the direction of the Company’s Board of Directors (See note 2).
|
|
(2)
|
Affiliated issuer.
|
|
|
(1)
|
each quarter the valuation process begins with each portfolio company or investment being initially valued by the investment professionals responsible for the portfolio investment;
|
|
|
(2)
|
preliminary valuation conclusions are then documented and discussed with the Valuation Committee;
|
|
|
(3)
|
the Valuation Committee of the Board on a quarterly basis reviews the preliminary valuation of the Adviser Valuation Committee and that of the independent valuation firms and makes the fair value determination, in good faith, based on the valuation recommendations of the Adviser Valuation Committee and the independent valuation firms; and
|
|
|
(4)
|
at each quarterly Board meeting, the Board considers the valuations recommended by the Adviser Valuation Committee and the independent valuation firms that were previously submitted to the Valuation Committee of the Board and ratifies the fair value determinations made by the Valuation Committee of the Board.
|
|
Restriction Period
|
Discount to Public Market
|
|
Greater than or equal to 12 months
|
25% discount
|
|
Less than 12 months but greater than 6 months
|
20% discount
|
|
Less than 6 months but greater than 3 months
|
15% discount
|
|
Less than 3 months
|
10% discount
|
|
On the date the security becomes freely tradable
|
Mark to market
|
|
|
-
|
Market Approach (M): The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. For example, the market approach often uses market multiples derived from a set of comparables. Multiples might lie in ranges with a different multiple for each comparable. The selection of where within the range each appropriate multiple falls requires the use of judgment in considering factors specific to the measurement (qualitative and quantitative).
|
|
|
|
|
-
|
Income Approach (I): The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present value amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. Those valuation techniques include present value techniques; option-pricing models, such as the Black-Scholes-Merton formula (a closed-form model) and a binomial model (a lattice model), which incorporate present value techniques; and the multi-period excess earnings method, which is used to measure the fair value of certain assets.
|
|
|
-
|
Asset-Based Approach (A): The asset-based approach examines the value of a company’s assets net of its liabilities to derive a value for the equity holders.
|
|
|
Level 1 –
|
Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the date of measurement.
|
|
|
Level 2 –
|
Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument in an inactive market, prices for similar instruments in an active or inactive market, interest rates, prepayment speeds, credit risks, yield curves, default rates, and similar data.
|
|
|
Level 3 –
|
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Company’s own assumptions about the assumptions a market participant would use in valuing the asset or liability based on the best information available.
|
|
LEVEL 1
QUOTED
PRICES
|
LEVEL 2
OTHER
SIGNIFICANT
OBSERVABLE
INPUTS
|
LEVEL 3
SIGNIFICANT
UNOBSERVABLE
INPUTS
|
||||||||||
|
Common Stocks
|
||||||||||||
|
Internet
|
$ | — | $ | — | $ | 1,599,138 | ||||||
|
Other Electronics
|
3,330,903 | — | — | |||||||||
|
Renewable Energy
|
— | — | 7,342,378 | |||||||||
|
Social Networking
|
— | — | 13,705,778 | |||||||||
|
Total Common Stocks
|
3,330,903 | — | 22,647,294 | |||||||||
|
Preferred Stocks
|
||||||||||||
|
Intellectual Property
|
$ | — | $ | — | $ | 218,059 | ||||||
|
Networking
|
— | — | 298 | |||||||||
|
Renewable Energy
|
— | — | 1,057,965 | |||||||||
|
Services
|
— | — | 153,526 | |||||||||
|
Total Preferred Stocks
|
— | — | 1,429,848 | |||||||||
|
Asset Derivatives *
|
||||||||||||
|
Equity Contracts
|
$ | — | $ | — | $ | 113,680 | ||||||
|
Total Asset Derivatives
|
— | — | 113,680 | |||||||||
|
Convertible Notes
|
||||||||||||
|
Intellectual Property
|
$ | — | $ | — | $ | 1,845,575 | ||||||
|
Total Convertible Notes
|
— | — | 1,845,575 | |||||||||
|
Total
|
$ | 3,330,903 | $ | — | $ | 26,036,397 | ||||||
|
*
|
Asset derivatives include warrants and purchased options.
|
|
INVESTMENTS AT
FAIR VALUE USING
SIGNIFICANT
UNOBSERVABLE
INPUTS
(LEVEL 3)
|
BALANCE
AS OF
12/31/11
|
NET
PURCHASES
|
NET
SALES
|
NET
REALIZED
GAINS
|
NET
UNREALIZED
BALANCE
APPRECIATION
(DEPRECIATION)
1
|
TRANSFERS
IN (OUT)
OF LEVEL 3
|
BALANCE
AS OF
9/30/12
|
|||||||||||||||||||||
|
Common Stocks
|
||||||||||||||||||||||||||||
|
Internet
|
$ | — | $ | 2,358,112 | $ | — | $ | — | $ | (758,974 | ) | $ | — | $ | 1,599,138 | |||||||||||||
|
Intellectual Property
|
180 | — | — | — | (180 | ) | — | |||||||||||||||||||||
|
Renewable Energy
|
— | 6,737,925 | — | — | 604,453 | — | 7,342,378 | |||||||||||||||||||||
|
Social Networking
|
4,475,000 | 19,316,200 | (3,157,210 | ) | 412,210 | (7,340,422 | ) | — | 13,705,778 | |||||||||||||||||||
|
Preferred Stocks
|
||||||||||||||||||||||||||||
|
Intellectual Property
|
793,487 | — | — | — | (575,428 | ) | — | 218,059 | ||||||||||||||||||||
|
Networking
|
298 | — | — | — | — | — | 298 | |||||||||||||||||||||
|
Renewable Energy
|
3,445,335 | — | — | — | (2,387,370 | ) | — | 1,057,965 | ||||||||||||||||||||
|
Services
|
173,396 | — | — | — | (19,870 | ) | — | 153,526 | ||||||||||||||||||||
|
Asset Derivatives
|
||||||||||||||||||||||||||||
|
Equity Contracts
|
517,204 | — | — | — | (403,524 | ) | — | 113,680 | ||||||||||||||||||||
|
Convertible Bonds
|
||||||||||||||||||||||||||||
|
Intellectual Property
|
2,043,450 | 1,000,000 | — | — | (1,197,875 | ) | — | 1,845,575 | ||||||||||||||||||||
|
Total
|
$ | 11,448,350 | $ | 29,412,237 | $ | (3,157,210 | ) | $ | 412,210 | $ | (12,079,190 | ) | $ | — | $ | 26,036,397 | ||||||||||||
|
(1)
|
The net change in unrealized depreciation from Level 3 instruments held as of September 30, 2012 was $(12,079,190).
|
|
FAIR VALUE
AT 9/30/12
|
VALUATION
TECHNIQUES
|
UNOBSERVABLE
INPUTS
|
RANGE
(WEIGHTED AVG.)
|
|
|
Direct venture capital
|
$0.2M
|
Market Comparable
|
EBITDA Multiple
|
6.1x - 17.2x
|
|
investments: Services
|
Companies
|
Discount for Lack of Marketability
|
6.0% - 23.9%
|
|
|
Direct venture capital
|
$13.7M
|
Prior Transaction
|
Volatility
|
60.7%
|
|
investments: Social Networking
|
Analysis
|
Risk-Free Rate
|
0.25%
|
|
|
Discount for Lack of Marketability
|
10.0% - 29.5%
|
|||
|
Direct venture capital
|
$2.0M
|
Liquidation Value
|
Discount for Lack of Marketability
|
0.0% - 5.0%
|
|
investments: Intellectual Property
|
||||
|
Direct venture capital
|
$8.5M
|
Prior Transaction
|
Volatility
|
62.8% - 100.0%
|
|
investments: Renewable Energy
|
Analysis
|
Risk-Free Rate
|
0.25% - 0.63%
|
|
|
Discount for Lack of Marketability
|
0.0% - 8.8%
|
|||
|
Direct venture capital
|
$1.6M
|
Prior Transaction
|
Volatility
|
45.47%
|
|
investments: Internet
|
Analysis
|
Risk-Free Rate
|
0.25%
|
|
|
Discount for Lack of Marketability
|
22.6%
|
|
SHARES/PAR ACTIVITY
|
||||||||||||||||||||||||||||||||
|
AFFILIATE
|
BALANCE
AT 12/31/11
|
PURCHASES/
MERGER
|
SALES
MATURITY/
EXPIRATION
|
BALANCE
AT
9/30/12
|
REALIZED
GAIN
(LOSS)
|
DIVIDENDS/
INTEREST
|
VALUE AT
9/30/12
|
ACQUISITION
COST
|
||||||||||||||||||||||||
|
Silicon Genesis Corp.,
Common
|
901,892 | 10,000 | — | 911,892 | $ | — | $ | — | $ | — | $ | 169,045 | ||||||||||||||||||||
|
Silicon Genesis Corp.,
Convertible Note
|
1,250,000 | — | — | 1,250,000 | — | 252,383 | 786,625 | 1,610,753 | ||||||||||||||||||||||||
|
Silicon Genesis Corp.,
Convertible Note
|
500,000 | — | — | 500,000 | — | 83,958 | 346,650 | 500,000 | ||||||||||||||||||||||||
|
Silicon Genesis Corp.,
Convertible Note
|
— | 1,000,000 | — | 1,000,000 | — | 138,295 | 712,300 | 1,000,000 | ||||||||||||||||||||||||
|
Silicon Genesis Corp.,
Common Warrant
|
37,982 | — | — | 37,982 | — | — | — | 6,678 | ||||||||||||||||||||||||
|
Silicon Genesis Corp.,
Common Warrant
|
5,000,000 | — | — | 5,000,000 | — | — | — | — | ||||||||||||||||||||||||
|
Silicon Genesis Corp.,
Common Warrant
|
— | 3,000,000 | — | 3,000,000 | — | — | — | — | ||||||||||||||||||||||||
|
Silicon Genesis Corp.,
Series 1-C
|
82,914 | — | — | 82,914 | — | — | — | 109,518 | ||||||||||||||||||||||||
|
Silicon Genesis Corp.,
Series 1-D
|
850,830 | — | — | 850,830 | — | — | — | 431,901 | ||||||||||||||||||||||||
|
Silicon Genesis Corp.,
Series 1-E
|
5,704,480 | — | — | 5,704,480 | — | — | 178,550 | 2,946,535 | ||||||||||||||||||||||||
|
Silicon Genesis Corp.,
Series 1-E Warrant
|
94,339 | — | — | 94,339 | — | — | — | 13,012 | ||||||||||||||||||||||||
|
Silicon Genesis Corp.,
Series 1-E Warrant
|
1,257,859 | — | — | 1,257,859 | — | — | — | 173,500 | ||||||||||||||||||||||||
|
Silicon Genesis Corp.,
Series 1-F
|
912,453 | — | — | 912,453 | — | — | 39,509 | 583,060 | ||||||||||||||||||||||||
| $ | 2,063,634 | $ | 7,544,002 | |||||||||||||||||||||||||||||
|
•
|
our future operating results;
|
|
•
|
our business prospects and the prospects of our prospective portfolio companies;
|
|
•
|
the impact of investments that we expect to make;
|
|
•
|
the impact of a protracted decline in the liquidity of the credit markets on our business;
|
|
•
|
our informal relationships with third parties;
|
|
•
|
the expected market for venture capital investments and our addressable market;
|
|
•
|
the dependence of our future success on the general economy and its impact on the industries in which we invest;
|
|
•
|
our ability to access the equity market;
|
|
•
|
the ability of our portfolio companies to achieve their objectives;
|
|
•
|
our expected financings and investments;
|
|
•
|
our regulatory structure and tax status;
|
|
•
|
our ability to operate as a business development company and a regulated investment company;
|
|
•
|
the adequacy of our cash resources and working capital;
|
|
•
|
the timing of cash flows, if any, from the operation of our portfolio companies;
|
|
•
|
the timing, form, and amount of any dividend distributions;
|
|
•
|
impact of fluctuation of interest rates on our business;
|
|
•
|
valuation of any investments in portfolio companies particularly those having no liquid trading market; and
|
|
•
|
our ability to recover unrealized losses.
|
|
THREE MONTHS ENDED SEPTEMBER 30, 2012
|
||||
|
Realized gains
|
$ | 103,162 | ||
|
Net change in unrealized depreciation on investments
|
(5,433,467 | ) | ||
|
Net realized and unrealized loss on investments
|
(5,330,305 | ) | ||
|
The following table itemizes the net unrealized depreciation of investments as of September 30, 2012.
|
||||
|
AS OF SEPTEMBER 30, 2012
|
||||
|
Gross unrealized appreciation on portfolio investments
|
$ | 645,328 | ||
|
Gross unrealized depreciation on portfolio investments
|
(21,530,843 | ) | ||
|
Net unrealized depreciation on portfolio investments
|
(20,885,514 | ) | ||
|
THREE MONTHS ENDED SEPTEMBER 30,2011
|
||||
|
Realized gains
|
$ | 106,793 | ||
|
Net change in unrealized depreciation on investments
|
(5,534,203 | ) | ||
|
Net realized and unrealized loss on investments
|
(5,427,410 | ) | ||
|
The following table itemizes the net unrealized depreciation of investments as of September 30, 2011.
|
||||
|
AS OF SEPTEMBER 30,2011
|
||||
|
Gross unrealized appreciation on portfolio investments
|
$ | 129,659 | ||
|
Gross unrealized depreciation on portfolio investments
|
(7,241,384 | ) | ||
|
Net increase in unrealized depreciation on portfolio investments
|
(7,111,725 | ) | ||
|
(a) Evaluation of Disclosure Controls and Procedures
|
As of the end of the period covered by this Quarterly Report on Form 10-Q, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
|
|
|
|
(b) Changes in Internal Control Over Financial Reporting
|
There have been no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act, that occurred during the fiscal quarter ended September 30, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
|
|
EXHIBIT
NUMBER
|
DESCRIPTION
|
|
31.1
|
Chief Executive Officer and Chief Financial Officer Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32.1
|
Chief Executive Officer and Chief Financial Officer Certification Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
FIRSTHAND TECHNOLOGY VALUE FUND, INC.
|
||
|
Dated: November 9, 2012
|
||
|
By:
|
/s/ Kevin Landis | |
|
Kevin Landis
|
||
|
Chief Executive Officer and Chief Financial Officer
|
||
|
(On behalf of the registrant and as the principal financial officer)
|
|
EXHIBIT
NUMBER
|
DESCRIPTION
|
|
31.1
|
Chief Executive Officer and Chief Financial Officer Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32.1
|
Chief Executive Officer and Chief Financial Officer Certification Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|