BDCA Venture, Inc. (“BDCA Venture” or the “Company”) (Nasdaq:
BDCV), a closed-end fund that has elected to be regulated as a
business development company under the Investment Company Act of
1940, as amended (the “1940 Act”), announced today operating and
financial results for the three and six month periods ended June
30, 2015. Until further notice, the Company has decided to
discontinue the investor presentations that were previously
included in the Company’s quarterly materials and posted on the
Company’s website.
Election of New Board of Directors: On July 21, 2015, the
final vote of shareholders at the Company's 2015 Annual Meeting of
Stockholders (the "Annual Meeting") was certified and a new Board
of Directors was elected. Richard Cohen, Andrew Dakos, Gerald
Hellerman and Timothy Keating were elected as directors of the
Company to serve until the 2016 Annual Meeting or until their
respective successors are duly elected and qualified. Messrs.
Cohen, Dakos and Hellerman were each director nominees of Bulldog
Investors, LLC. Mr. Keating was a director nominee of the Company’s
management.
Effective July 28, 2015, Mr. Keating resigned from the Board of
Directors and as the Chief Executive Officer and President of the
Company. Mr. Keating’s resignation was not the result of any
disagreement with the Company on any matters relating to the
Company's operations, policies or practices. Frederic M. Schweiger,
the Company’s current Chief Operating Officer, Chief Compliance
Officer and Secretary, was appointed as the interim Chief Executive
Officer and President, replacing Mr. Keating, effective July 29,
2015. At this time, the new Board of Directors has determined not
to fill the vacancy on the Board of Directors created by Mr.
Keating’s resignation. Effective as of August 13, 2015, Mr.
Keating's employment with the Company’s investment adviser, BDCA
Venture Adviser, LLC (the “Adviser”), will terminate and,
accordingly upon such termination, Mr. Keating will no longer be a
member of the Adviser's investment committee.
The new Board of Directors is currently assessing the Company's
investment objective and strategy, use of available cash resources
(including cash used for distributions and the stock repurchase
program) and the overall business operations and portfolio
management of the Company going forward. The new Board of Directors
has not at this time made any changes in the Company's existing
investment objective and strategy, plans for use of available cash
resources, distribution policy, business operations or portfolio
management. However, pursuant to a directive from the new Board of
Directors, the Adviser has agreed that no investment-related
decisions or actions by the Adviser with respect to the Company's
portfolio will be made without the prior approval of the new Board
of Directors.
The new Board of Directors currently intends to continue the
Company’s stock repurchase program and has confirmed that the
previously declared third and fourth quarter of 2015 distributions
of $0.15 per share will be paid based on the record and payment
dates previously established for those distributions.
Potential Impact of Apollo Transactions on the Company:
On August 6, 2015, an affiliate of Apollo Global Management, LLC
(“Apollo”) agreed to acquire a majority interest in a newly-formed
company, AR Global Investments, LLC (“AR Global”), that will
acquire substantially all of the assets of AR Capital, LLC (“ARC”)
and its ongoing asset management business (the “Apollo
Transactions”). The Adviser is currently owned indirectly by ARC.
The Company has been advised that the assets and equity interests
of the Adviser are not being acquired by AR Global in connection
with the Apollo Transactions. The Board of Directors will continue
to assess any impact that the Apollo Transactions may have on the
Company and its relationship with the Adviser.
Balance Sheet: Net assets at June 30, 2015 were $61.1
million (or $6.29 per share), consisting of 12 portfolio company
investments with a fair value of $44.3 million and cash and cash
equivalents of $18.9 million. There were 9,723,455 shares of common
stock issued and outstanding as of June 30, 2015.
Results of Operations and Change in Net Asset Value
(“NAV”): At June 30, 2015, NAV was $6.29 per share, a decline
of $0.42 per share from March 31, 2015 and $0.53 per share from
December 31, 2014. The change in NAV for the three and six months
ended June 30, 2015 is summarized in the following table.
Three Months Ended
Six Months Ended June 30, 2015 June 30, 2015
Amount Per Share(1) Amount Per
Share(1) Net Asset Value, Beginning of Period(2)
$ 65,704,929 $ 6.71 $ 66,833,537 $ 6.82 Components of the
Change in Net Asset Value: Net Investment Loss (1,062,341 ) (0.11 )
(1,692,167 ) (0.17 ) Net Realized Loss (1,182,240 ) (0.12 )
(1,162,132 ) (0.12 ) Net Increase in Unrealized Appreciation
958,157 0.10 439,267 0.04 Stockholder Distributions (2,932,892 )
(0.30 ) (2,932,892 ) (0.30 ) Repurchases of Common Stock (3)
(352,038 ) 0.01 (352,038 ) 0.02
Change in Net Asset Value (4,571,354 ) (0.42 )
(5,699,962 ) (0.53 ) Net Asset Value, End of
Period(2) $ 61,133,575 $ 6.29 $ 61,133,575 $
6.29
(1)
Unless otherwise indicated, per share data is based on
weighted average common shares outstanding during the period.
(2)
Per share data is based on total common shares outstanding at the
beginning and end of the corresponding period.
(3)
Represents the increase in net asset value attributable to
repurchases of common stock during the period. The increase in net
asset value per share attributable to repurchases of common stock
for the six months ended June 30, 2015 was $0.01 per share.
However, for purposes of this presentation, the per share amount
attributable to repurchases of common stock was increased by $0.01
per share to a total of $0.02 per share to reconcile the change in
net asset value per share to the other per share information
presented.
During the three months ended June 30, 2015, the Company
incurred $293,103 in legal and litigation expenses, $85,459 in
proxy administrative and solicitation services and $23,953 in other
expenses related to the contested proxy campaign in connection with
the Company's Annual Meeting. Additional proxy-related legal,
administrative and solicitation expenses were incurred in the
current quarter and will be recorded in the Company’s statement of
operations for the quarter ended September 30, 2015.
Portfolio Analysis: As of June 30, 2015, the Company held
equity investments in 12 portfolio companies, one of which is
publicly traded (Tremor Video) and 11 of which are private
companies, with a fair value of $44.3 million.
During April and May 2015, the Company sold 300,000 shares of
Tremor Video common stock with an aggregate cost basis of
$2,000,004 for total net proceeds of $817,764, resulting in a net
realized loss of $1,182,240.
Based on the quarterly calls with the management of the
Company’s portfolio companies and consistent with previous guidance
from last quarter, the Company does not believe that any of its 11
private portfolio companies will attempt to complete an IPO in
2015. If and when any private portfolio companies complete an IPO,
the Company’s shares in such companies would only become eligible
for sale following the expiration of post-IPO lockup periods,
typically 180 days. Further, the Company has no basis to believe
that there will occur in 2015 other portfolio monetization events,
such as a merger or sale of any portfolio company, or the
privately-negotiated sale by the Company of its investment prior to
an IPO, merger or sale of any such portfolio company.
As a result, considering the year-to-date realized loss of
approximately $1.2 million the Company has incurred from the sale
of Tremor Video common stock, the Company expects to incur a net
realized loss for 2015.
The table below sets forth: (i) the unrealized appreciation
(depreciation) of each of BDCA Venture’s portfolio companies held
as of June 30, 2015, and (ii) the net change in unrealized
appreciation (depreciation) during the three and six months ended
June 30, 2015 of each of BDCA Venture’s portfolio companies.
Quarter to Year to June 30, 2015
Date Date Change In Change In
Unrealized Unrealized Unrealized
Appreciation Appreciation Appreciation
Portfolio Company Cost Fair Value
(Depreciation) (Depreciation) (Depreciation)
SilkRoad, Inc. $ 6,337,785 $ 9,360,000 $ 3,022,215 $ 280,000
500,000 Metabolon, Inc. 4,000,000 7,590,000 3,590,000 80,000
(200,000 ) Mode Media Corporation 4,999,999 7,500,000 2,500,001
20,000 650,000 Zoosk, Inc. 2,999,999 3,970,000 970,001 160,000
180,000 Deem, Inc. 3,000,000 3,770,000 770,000 (200,000 ) (520,000
) Centrify Corporation 2,999,999 3,540,000 540,001 150,000 230,000
Harvest Power, Inc. 2,904,526 3,020,000 115,474 (120,000 ) 400,000
Suniva, Inc. 2,554,287 1,680,000 (874,287 ) (110,000 ) (60,000 )
BrightSource Energy, Inc. 3,264,037 1,565,358 (1,698,679 ) 3,441
156,953 MBA Polymers, Inc. 2,000,000 1,420,000 (580,000 ) (690,000
) (680,000 ) Tremor Video, Inc. 1,999,997 872,997 (1,127,000 )
1,469,003 1,151,004 Agilyx Corporation 4,332,356 -
(4,332,356 ) (90,000 ) (1,380,000 )
Total portfolio company investments $ 41,392,985 $
44,288,355 $ 2,895,370 $ 952,444 $ 427,957
Funds held in escrow from sale of investment 704,101
615,668 (88,433 ) 5,713 11,310
Total portfolio company financial assets $
42,097,086 $ 44,904,023 $ 2,806,937 $ 958,157 $
439,267
Quarterly 2015 Distributions: During the six months ended
June 30, 2015, the Company paid regular first and second quarter
cash distributions in the amount of $0.15 per share, or
approximately $2.9 million in the aggregate, to stockholders of
record as of April 15, 2015 and June 11, 2015, respectively.
The record and payment dates for the 2015 third and fourth
quarter cash distributions in the amount of $0.15 per share are as
follows:
RegularDistributions
Amount perShare
Record Date Payment Date Third Quarter
$0.15 September 11, 2015 September 25, 2015 Fourth Quarter $0.15
December 4, 2015 December 18, 2015
As of the date of this release, the Company does not expect to
earn net investment income and has no visibility to any net
realized capital gains for 2015. Accordingly, these distributions
are likely to represent a return of capital. Stockholders should
not draw any conclusions about the Company’s investment performance
from the amount of these scheduled distributions.
Stock Repurchase Program: On March 26, 2015, the Board of
Directors authorized an extension of the stock repurchase program
for an additional six months to expire September 22, 2015. During
the six months ended June 30, 2015, the Company repurchased
70,539 shares of its common stock at an average price of $4.99 per
share, including commissions, for a total cost of $352,038. The
Company's net asset value per share increased by $0.01 per share as
a result of the shares repurchased and the weighted average
discount to NAV per share of the shares repurchased during the six
months ended June 30, 2015 was 26%.
To the extent that the Company’s common stock continues to trade
at a significant discount to NAV, the Company intends to repurchase
shares outside of any applicable blackout periods, which generally
begin at each quarter-end and expire after the filing of the
Company’s periodic reports with the SEC. However all repurchases
must be made in accordance with SEC rules, which set certain
restrictions on the method, timing, price and volume of stock
repurchases. The Company may also consider block purchases of its
common stock.
For additional information concerning the Company and its
operating and financial results for the three and six month periods
ended June 30, 2015, please refer to the Company’s Quarterly Report
on Form 10-Q, which was filed with the SEC on August 12, 2015.
About BDCA Venture, Inc.
BDCA Venture, Inc. (www.BDCV.com) is a closed-end fund regulated
as a business development company under the Investment Company Act
of 1940 that seeks to maximize total return by generating current
income through debt investments in growth companies and, to a
lesser extent, through capital appreciation. BDCA Venture’s shares
are listed on Nasdaq under the ticker symbol “BDCV.”
Forward-Looking Statements
This press release may contain statements of a forward-looking
nature relating to future events. These forward-looking statements
are subject to the inherent uncertainties in predicting future
results and conditions. These statements reflect BDCA Venture’s
current beliefs, and a number of important factors could cause
actual results to differ materially from those expressed in this
press release, including the factors set forth in “Risk Factors”
set forth in BDCA Venture’s Form 10-K and Form 10-Q filed with the
Securities and Exchange Commission (“SEC”), and subsequent filings
with the SEC. Please refer to BDCA Venture’s SEC filings for a more
detailed discussion of the risks and uncertainties associated with
its business, including but not limited to the risks and
uncertainties associated with investing in micro- and small-cap
companies. Except as required by the federal securities laws, BDCA
Venture undertakes no obligation to revise or update any
forward-looking statements, whether as a result of new information,
future events or otherwise. The reference to BDCA Venture’s website
has been provided as a convenience, and the information contained
on such website is not incorporated by reference into this press
release.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20150812005684/en/
BDCA Venture, Inc.Investor Relations
Contact:Frederic (Rick) M. Schweiger, 720-489-4912Chief
Executive Officer and Presidentrschweiger@bdcv.com
Crossroads Capital, Inc. (NASDAQ:XRDC)
Historical Stock Chart
From Jun 2024 to Jul 2024
Crossroads Capital, Inc. (NASDAQ:XRDC)
Historical Stock Chart
From Jul 2023 to Jul 2024