UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
Current
Report Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
August
12, 2015
BDCA
VENTURE, INC.
(Exact
name of registrant as specified in its charter)
Maryland
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000-53504
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26-2582882
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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5251 DTC Parkway, Suite 1100
Greenwood Village, CO 80111
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(Address
of principal executive offices and zip code)
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Registrant’s
telephone number, including area code: (720) 889-0139
Check the
appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the
following provisions:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
BDCA Venture, Inc. (the “Company”) issued an earnings press release on
August 12, 2015 announcing operating and financial results for the three
and six months ended June 30, 2015. A copy of the earnings press
release is attached as Exhibit 99.1, and is incorporated herein by this
reference.
Item 9.01 Financial Statements and Exhibits.
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(a)
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Not applicable.
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)
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Exhibits.
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Exhibit No.
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Description
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99.1
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Press Release dated August 12, 2015
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SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date:
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August 12, 2015
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BDCA VENTURE, INC.
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By:
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/s/ Frederic M. Schweiger
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Frederic M. Schweiger
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President and Chief Executive Officer
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3
Exhibit 99.1
BDCA
Venture Reports Q2 2015 Results
GREENWOOD VILLAGE, Colo.--(BUSINESS WIRE)--August 12, 2015--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 $0.53 per share from December 31, 2014.
The change in NAV for the three and six months ended June 30, 2015 is
summarized in the following table.
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Three Months Ended
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Six Months Ended
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June 30, 2015
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June 30, 2015
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Amount
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Per Share(1)
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Amount
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Per Share(1)
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Net Asset Value, Beginning of Period(2)
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$
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65,704,929
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$
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6.71
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$
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66,833,537
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$
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6.82
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Components of the Change in Net Asset Value:
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Net Investment Loss
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(1,062,341
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(0.11
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(1,692,167
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)
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(0.17
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Net Realized Loss
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(1,182,240
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(0.12
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(1,162,132
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(0.12
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Net Increase in Unrealized Appreciation
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958,157
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0.10
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439,267
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0.04
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Stockholder Distributions
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(2,932,892
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(0.30
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(2,932,892
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(0.30
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Repurchases of Common Stock (3)
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(352,038
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0.01
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(352,038
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0.02
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Change in Net Asset Value
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(4,571,354
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(0.42
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(5,699,962
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(0.53
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Net Asset Value, End of Period(2)
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$
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61,133,575
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$
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6.29
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$
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61,133,575
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$
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6.29
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(1)
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Unless otherwise indicated, per share data is based on weighted
average common shares outstanding during the period.
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(2)
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Per share data is based on total common shares outstanding at the
beginning and end of the corresponding period.
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(3)
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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.
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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
$1.2 million the Company has incurred from the sale of Tremor Video
common stock, the Company expects to incur a net realized loss for 2015.
The table below sets forth: (i) the unrealized appreciation
(depreciation) of each of BDCA Venture’s portfolio companies held as of
June 30, 2015, and (ii) the net change in unrealized appreciation
(depreciation) during the three and six months ended June 30, 2015 of
each of BDCA Venture’s portfolio companies.
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Quarter to
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Year to
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June 30, 2015
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Date
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Date
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Change In
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Change In
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Unrealized
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Unrealized
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Unrealized
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Appreciation
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Appreciation
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Appreciation
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Portfolio Company
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Cost
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Fair Value
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(Depreciation)
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(Depreciation)
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(Depreciation)
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SilkRoad, Inc.
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$
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6,337,785
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$
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9,360,000
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$
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3,022,215
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$
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280,000
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500,000
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Metabolon, Inc.
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4,000,000
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7,590,000
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3,590,000
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80,000
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(200,000
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Mode Media Corporation
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4,999,999
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7,500,000
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2,500,001
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20,000
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650,000
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Zoosk, Inc.
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2,999,999
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3,970,000
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970,001
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160,000
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180,000
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Deem, Inc.
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3,000,000
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3,770,000
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770,000
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(200,000
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(520,000
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Centrify Corporation
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2,999,999
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3,540,000
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540,001
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150,000
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230,000
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Harvest Power, Inc.
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2,904,526
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3,020,000
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115,474
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(120,000
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400,000
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Suniva, Inc.
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2,554,287
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1,680,000
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(874,287
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(110,000
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(60,000
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BrightSource Energy, Inc.
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3,264,037
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1,565,358
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(1,698,679
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3,441
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156,953
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MBA Polymers, Inc.
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2,000,000
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1,420,000
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(580,000
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(690,000
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(680,000
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Tremor Video, Inc.
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1,999,997
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872,997
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(1,127,000
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1,469,003
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1,151,004
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Agilyx Corporation
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4,332,356
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-
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(4,332,356
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(90,000
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(1,380,000
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Total portfolio company investments
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$
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41,392,985
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$
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44,288,355
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$
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2,895,370
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$
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952,444
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$
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427,957
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Funds held in escrow from sale of investment
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704,101
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615,668
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(88,433
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5,713
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11,310
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Total portfolio company financial assets
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$
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42,097,086
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$
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44,904,023
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$
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2,806,937
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$
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958,157
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$
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439,267
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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:
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Regular Distributions
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Amount per Share
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Record Date
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Payment Date
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Third Quarter
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$0.15
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September 11, 2015
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September 25, 2015
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Fourth Quarter
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$0.15
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December 4, 2015
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December 18, 2015
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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.
CONTACT:
BDCA Venture, Inc.
Investor Relations Contact:
Frederic
(Rick) M. Schweiger, 720-489-4912
Chief Executive Officer and
President
rschweiger@bdcv.com
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