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):
November
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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405 Park Avenue
New York, NY 10022
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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
November 12, 2015 announcing operating and financial results for the
three and nine months ended September 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.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) 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 November 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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November 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 Q3 2015 Results
GREENWOOD VILLAGE, Colo.--(BUSINESS WIRE)--November 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 nine month periods ended September 30, 2015.
Q3 2015 Highlights and Recent Developments:
Termination of Investment Advisory Agreement – On October
5, 2015, the Company’s Board of Directors (the “Board”) approved the
termination of the Investment Advisory and Administrative Services
Agreement dated July 1, 2014 (the “Investment Advisory Agreement”)
between the Company and its investment adviser, BDCA Venture Adviser,
LLC (the “Adviser”). The effective date of termination of the Investment
Advisory Agreement will be December 6, 2015, unless shortened or
extended by mutual written agreement of the Company and the Adviser (the
“Termination Date”). Following the Termination Date, the Adviser will no
longer be obligated to perform investment advisory and administrative
services or provide personnel to serve as officers of the Company.
Investment Objective and Strategy – On October 5, 2015, the Board
determined that the Company will no longer make investments in new
venture capital-backed or high growth companies and will now shift its
focus to the orderly monetization of the Company’s current holdings. The
Company may consider making opportunistic follow-on investments in its
existing portfolio companies. The Board may also consider using the
Company’s available cash resources to make suitable liquid investments,
which generate current income that would enable the Company to offset
some of its ongoing operating expenses. The Board is continuing to
assess the Company's investment objective and strategy, use of available
cash resources and its business operations going forward.
Distribution Policy – The Company has paid regular first, second
and third quarter cash distributions in the amount of $0.15 per share,
or a total of approximately $4.4 million. The Board has confirmed that
the previously declared fourth quarter of 2015 distribution of $0.15 per
share will be paid on December 18, 2015 to stockholders of record on
December 4, 2015. Since the Company currently expects to incur a net
investment loss and net realized loss for 2015, these distributions are
likely to represent a return of capital and stockholders should not draw
any conclusions about the Company’s investment performance from the
amount of these scheduled distributions. The Board is currently
assessing the Company's distribution policy. However, the Board does not
currently intend to pay regular quarterly distributions for 2016.
Stock Repurchase Program – On September 22, 2014, the Board
authorized a stock repurchase program of up to $5 million. This stock
repurchase program expired on September 22, 2015, without being extended
by the Board. During the nine months ended September 30, 2015, the
Company repurchased 117,510 shares of its common stock at an average
price of $4.96 per share. On November 10, 2015, the Board authorized a
stock repurchase program of up to $1 million. Under the repurchase
program, the Company may repurchase shares of its common stock in open
market transactions, including through block purchases, depending on
prevailing market conditions and other factors.
Engagement of Third Party Administrator – On November 10, 2015,
the Board approved the Company’s engagement of US Bancorp Fund Services,
LLC to provide administration and accounting services to the Company
pursuant to an Administration Servicing Agreement and a Fund Accounting
Servicing Agreement, respectively. The Board is also negotiating with
another third party to provide administrative consulting services to the
Company, including the provision of personnel to act as certain
executive officers of the Company, including the Chief Executive Officer
and Chief Financial Officer, following the Termination Date.
Balance Sheet: Net assets at September 30, 2015 were $54.5
million (or $5.63 per share), consisting of 12 portfolio company
investments with a fair value of $39.0 million and cash and cash
equivalents of $16.2 million. There were 9,676,484 shares of common
stock issued and outstanding as of September 30, 2015.
Results of Operations and Change in Net Asset Value (“NAV”): At
September 30, 2015, NAV was $5.63 per share, a decline of $0.66
per share from June 30, 2015 and $1.19 per share from December 31, 2014.
The change in NAV for the three and nine months ended September 30, 2015
is summarized in the following table.
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Three Months Ended
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Nine Months Ended
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September 30, 2015
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September 30, 2015
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Amount
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Per Share(1)
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Amount
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Per Share(1)
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Net Asset Value, Beginning of Period (2)
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$
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61,133,575
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$
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6.29
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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 Income (Loss)
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335,992
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0.03
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(1,356,175
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)
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(0.14
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Net Realized Loss
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-
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-
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(1,162,132
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(0.12
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Net Decrease in Unrealized Appreciation
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(5,336,179
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(0.54
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(4,896,912
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(0.50
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Stockholder Distributions
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(1,452,508
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(0.15
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(4,385,400
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(0.45
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Repurchases of Common Stock (3)
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(230,430
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)
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-
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(582,468
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0.02
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Change in Net Asset Value
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(6,683,125
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(0.66
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(12,383,087
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(1.19
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Net Asset Value, End of Period (2)
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$
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54,450,450
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$
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5.63
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$
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54,450,450
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$
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5.63
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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 three months ended September 30, 2015 was $0.01 per share.
However, for purposes of this presentation, the per share amount
attributable to repurchases of common stock was decreased by $0.01
per share to a total of $0.00 per share to reconcile the change in
net asset value per share to the other per share information
presented.
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Portfolio Analysis: As of September 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 $39.0 million.
Based on the quarterly calls with the management of the Company’s
private portfolio companies, the Company does not believe that any of
its 11 private portfolio companies will complete an IPO or a strategic
merger or sale during the next 12 months, other than Suniva. The Company
further believes there may be limited opportunities to sell its
interests in existing private portfolio companies to third parties in
privately negotiated transactions. Accordingly, it is possible that an
orderly monetization of the Company’s current holdings may take three to
five years or more.
The table below sets forth: (i) the unrealized appreciation
(depreciation) of each of the Company’s portfolio companies held as of
September 30, 2015, and (ii) the net change in unrealized appreciation
(depreciation) during the three and nine months ended September 30, 2015
of each of the Company’s portfolio companies.
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Quarter to
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Year to
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September 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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8,750,000
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$
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2,412,215
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$
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(610,000
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$
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(110,000
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Metabolon, Inc.
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4,000,000
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7,180,000
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3,180,000
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(410,000
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(610,000
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Mode Media Corporation
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4,999,999
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6,710,000
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1,710,001
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(790,000
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(140,000
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Zoosk, Inc.
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2,999,999
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3,630,000
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630,001
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(340,000
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(160,000
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Deem, Inc.
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3,000,000
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3,400,000
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400,000
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(370,000
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(890,000
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Centrify Corporation
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2,999,999
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3,320,000
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320,001
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(220,000
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10,000
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Harvest Power, Inc.
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2,904,526
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3,120,000
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215,474
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100,000
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500,000
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BrightSource Energy, Inc.
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3,274,177
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1,598,488
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(1,675,689
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22,990
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179,943
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Tremor Video, Inc.
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1,999,997
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557,998
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(1,441,999
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(314,999
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836,005
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MBA Polymers, Inc.
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2,000,000
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360,000
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(1,640,000
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(1,060,000
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(1,740,000
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Suniva, Inc.
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2,554,287
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330,000
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(2,224,287
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(1,350,000
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(1,410,000
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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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-
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(1,380,000
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Total portfolio company investments
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$
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41,403,125
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$
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38,956,486
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$
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(2,446,639
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$
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(5,342,009
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$
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(4,914,052
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Funds held in escrow from sale of investment
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704,101
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621,498
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(82,603
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5,830
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17,140
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Total portfolio company financial assets
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$
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42,107,226
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$
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39,577,984
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$
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(2,529,242
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$
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(5,336,179
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$
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(4,896,912
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For additional information concerning the Company and its operating and
financial results for the three and nine month periods ended September
30, 2015, please refer to the Company’s Quarterly Report on Form 10-Q,
which was filed with the SEC on November 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. 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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