| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
180 DEGREE CAPITAL CORP. CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF MARCH 31, 2024 (UNAUDITED) |
| | | | | | | | | |
| Method of Valuation (1) | | Industry | | Shares/Units | | Cost | | Value |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments in Unaffiliated Equity and Equity-Related Securities (2) - | | | | | | | | | |
48.1% of net assets at value | | | | | | | | | |
| | | | | | | | | |
Unaffiliated Publicly Traded Equity and Equity-Related Securities - | | | | | | | | | |
44.3% of net assets at value | | | | | | | | | |
| | | | | | | | | |
Arena Group Holdings, Inc. (3) | | | Interactive Media & Services | | | | | | |
Provides a shared digital publishing, advertising and distribution platform | | | | | | | | | |
Common Stock | (L1) | | | | 991,192 | | $ | 9,806,339 | | | $ | 1,169,607 | |
| | | | | | | | | |
Ascent Industries Co. (3) | | | Steel | | | | | | |
Manufactures metals and chemicals | | | | | | | | | |
Common Stock | (M) (L2) | | | | 310,256 | | 3,288,906 | | | 3,161,509 | |
| | | | | | | | | |
Brightcove, Inc. (3) | | | Internet Services & Infrastructure | | | | | | |
Provides video hosting and publishing services | | | | | | | | | |
Common Stock | (L1) | | | | 1,384,236 | | 3,806,369 | | | 2,685,418 | |
| | | | | | | | | |
Commercial Vehicle Group, Inc. (3) | | | Construction Machinery & Heavy Trucks | | | | | | |
Supplier of vehicle components | | | | | | | | | |
Common Stock | (L1) | | | | 324,831 | | 1,833,224 | | | 2,088,663 | |
| | | | | | | | | |
D-Wave Quantum, Inc. (3)(4) | | | Technology Hardware, Storage & Peripherals | | | | | | |
Develops high-performance quantum computing systems | | | | | | | | | |
Common Stock | (L1) | | | | 770,000 | | 1,045,355 | | | 1,570,800 | |
| | | | | | | | | |
Intevac, Inc. (3) | | | Technology Hardware, Storage & Peripherals | | | | | | |
Develops solutions for the application and engineering of thin-films | | | | | | | | | |
Common Stock | (L1) | | | | 912,481 | | 4,226,504 | | | 3,503,927 | |
| | | | | | | | | |
Lantronix, Inc. (3) | | | Communications Equipment | | | | | | |
Provides secure data access and management solutions | | | | | | | | | |
Common Stock | (L1) | | | | 801,783 | | 3,576,282 | | | 2,854,347 | |
| | | | | | | | | |
The accompanying notes are an integral part of this unaudited consolidated schedule of investments.
1
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
180 DEGREE CAPITAL CORP. CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF MARCH 31, 2024 (UNAUDITED) |
| | | | | | | | | |
| Method of Valuation (1) | | Industry | | Shares/Units | | Cost | | Value |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments in Unaffiliated Equity and Equity-Related Securities (2) - | | | | | | | | | |
48.1% of net assets at value (cont.) | | | | | | | | | |
| | | | | | | | | |
Unaffiliated Publicly Traded Equity and Equity-Related Securities - | | | | | | | | | |
44.3% of net assets at value (cont.) | | | | | | | | | |
| | | | | | | | | |
Mama's Creations, Inc. (3) | | | Packaged Foods & Meats | | | | | | |
Sells specialty pre-prepared and refrigerated foods | | | | | | | | | |
Common Stock | (L1) | | | | 350,000 | | $ | 929,143 | | | $ | 1,750,000 | |
| | | | | | | | | |
Quantum Corporation (3) | | | Technology Hardware, Storage & Peripherals | | | | | | |
Provides high-density data storage and high-speed data processing solutions | | | | | | | | | |
Common Stock | (L1) | | | | 3,221,192 | | 8,787,175 | | | 1,916,931 | |
| | | | | | | | | |
Rayonier Advanced Materials, Inc. (3) | | | Specialty Chemicals | | | | | | |
Produces specialty cellulose fibers | | | | | | | | | |
Common Stock | (L1) | | | | 158,353 | | 667,994 | | | 756,927 | |
| | | | | | | | | |
RF Industries, Ltd. (3) | | | Electronic Manufacturing Services | | | | | | |
Provides products that enable wired and wireless communications | | | | | | | | | |
Common Stock | (L1) | | | | 455,899 | | 2,860,327 | | | 1,413,287 | |
| | | | | | | | | |
Total Unaffiliated Publicly Traded Equity and Equity-Related Securities (cost: $40,827,618) | | | | | | | | | $ | 22,871,416 | |
| | | | | | | | | |
Investments in Unaffiliated Equity and Equity-Related Securities (2) - | | | | | | | | | |
48.1% of net assets at value (cont.) | | | | | | | | | |
| | | | | | | | | |
Unaffiliated Money Market Fund Securities - | | | | | | | | | |
3.3% of net assets at value | | | | | | | | | |
| | | | | | | | | |
JPMorgan 100% U.S. Treasury Securities Money Market Fund - Capital | | | | | | | | | |
Common Stock (Yield 5.19%) | (L1) | | | | 1,681,973 | | | $ | 1,681,973 | | | $ | 1,681,973 | |
| | | | | | | | | |
Total Unaffiliated Money Market Fund Securities (cost: $1,681,973) | | | | | | | | | $ | 1,681,973 | |
| | | | | | | | | |
The accompanying notes are an integral part of this unaudited consolidated schedule of investments.
2
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
180 DEGREE CAPITAL CORP. CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF MARCH 31, 2024 (UNAUDITED) |
| | | | | | | | | |
| Method of Valuation (1) | | Industry | | Shares/Units | | Cost | | Value |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments in Unaffiliated Equity and Equity-Related Securities (2) - | | | | | | | | | |
48.1% of net assets at value (cont.) | | | | | | | | | |
| | | | | | | | | |
Unaffiliated Legacy Privately Held Equity and Equity-Related Securities - | | | | | | | | | |
0.5% of net assets at value | | | | | | | | | |
| | | | | | | | | |
AutoTech Ventures Management I, LLC (3)(5)(6) | | | Asset Management & Custody Banks | | | | | | |
Venture capital investing in automotive-related companies | | | | | | | | | |
LLC Interests (acquired 12/1/17) | (M) (L3) | | | | 0 | | $ | 0 | | | $ | 150,000 | |
| | | | | | | | | |
Magnolia Neurosciences Corporation (3)(5)(7)(8) | | | Pharmaceuticals | | | | | | |
Develops novel therapeutics for treatment of neurodegeneration | | | | | | | | | |
Series A Convertible Preferred Stock (acquired 8/3/18) | (I) (L3) | | | | 862,872 | | 711,361 | | | 118,519 | |
| | | | | | | | | |
Ravenna Pharmaceuticals, Inc. (3)(5)(7)(8)(9) | | | Pharmaceuticals | | | | | | |
Holding company for intellectual property in oncology therapeutics | | | | | | | | | |
Common Stock (acquired 5/14/20-8/26/21) | (M) (L3) | | | | 2,785,274 | | 108,258 | | | 15,082 | |
| | | | | | | | | |
Total Unaffiliated Legacy Privately Held Equity and Equity-Related Securities (cost: $819,619) | | | | | | | | | $ | 283,601 | |
| | | | | | | | | |
Total Investments in Unaffiliated Equity and Equity-Related Securities (cost: $43,329,210) | | | | | | | | | $ | 24,836,990 | |
| | | | | | | | | |
The accompanying notes are an integral part of this unaudited consolidated schedule of investments.
3
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
180 DEGREE CAPITAL CORP. CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF MARCH 31, 2024 (UNAUDITED) |
| | | | | | | | | |
| Method of Valuation (1) | | Industry | | Shares/Units | | Cost | | Value |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments in Non-Controlled Affiliated Equity and Equity-Related Securities (2) - | | | | | | | | | |
51.4% of net assets at value | | | | | | | | | |
| | | | | | | | | |
Non-Controlled Affiliated Publicly Traded Equity and Equity-Related Securities - | | | | | | | | | |
51.1% of net assets at value | | | | | | | | | |
| | | | | | | | | |
comScore, Inc. (3)(10) | | | Advertising | | | | | | |
Provides technology and services that measure audiences, brands and consumer behavior | | | | | | | | | |
Common Stock | (L1) | | | | 400,135 | | $ | 13,365,642 | | | $ | 6,162,079 | |
| | | | | | | | | |
Potbelly Corporation (3)(10) | | | Restaurants | | | | | | |
Operates a chain of sandwich shops | | | | | | | | | |
Common Stock | (L1) | | | | 1,078,603 | | 5,219,624 | | | 13,061,882 | |
| | | | | | | | | |
Synchronoss Technologies, Inc. (3)(10) | | | Application Software | | | | | | |
Provides white-label cloud storage, messaging and other digital analytic services | | | | | | | | | |
Common Stock | (L1) | | | | 854,788 | | 12,933,202 | | | 7,137,480 | |
| | | | | | | | | |
Total Non-Controlled Affiliated Publicly Traded Equity and Equity-Related Securities (cost: $31,518,468) | | | | | | | | | $ | 26,361,441 | |
| | | | | | | | | |
Non-Controlled Affiliated Legacy Privately Held Equity and Equity-Related Securities - | | | | | | | | | |
0.3% of net assets at value | | | | | | | | | |
| | | | | | | | | |
EchoPixel, Inc. (3)(5)(7) | | | Health Care Equipment | | | | | | |
Develops virtual reality 3-D visualization software for life sciences and health care applications | | | | | | | | | |
Series Seed Convertible Preferred Stock (acquired 6/21/13-6/30/14) | (I) (L3) | | | | 4,194,630 | | $ | 1,250,000 | | | $ | 98,643 | |
Series Seed-2 Convertible Preferred Stock (acquired 1/22/16) | (I) (L3) | | | | 1,476,668 | | 500,000 | | | 35,422 | |
Series A-2 Convertible Preferred Stock (acquired 3/23/17) | (I) (L3) | | | | 1,471,577 | | 350,000 | | | 54,838 | |
| | | | | | | 2,100,000 | | | 188,903 | |
| | | | | | | | | |
The accompanying notes are an integral part of this unaudited consolidated schedule of investments.
4
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
180 DEGREE CAPITAL CORP. CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF MARCH 31, 2024 (UNAUDITED) |
| | | | | | | | | |
| Method of Valuation (1) | | Industry | | Shares/Units | | Cost | | Value |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments in Non-Controlled Affiliated Equity and Equity-Related Securities (2) - | | | | | | | | | |
51.4% of net assets at value (cont.) | | | | | | | | | |
| | | | | | | | | |
Non-Controlled Affiliated Legacy Privately Held Equity and Equity-Related Securities - | | | | | | | | | |
0.3% of net assets at value (cont.) | | | | | | | | | |
| | | | | | | | | |
HALE.life Corporation (3)(5)(7) | | | Health Care Technology | | | | | | |
Develops a platform to facilitate precision health and medicine | | | | | | | | | |
Common Stock (acquired 3/1/16) | (I) (L3) | | | | 1,000,000 | | $ | 10 | | | $ | 0 | |
Series Seed-1 Convertible Preferred Stock (acquired 3/28/17) | (I) (L3) | | | | 11,000,000 | | 1,896,920 | | | 0 | |
Series Seed-2 Convertible Preferred Stock (acquired 12/28/18) | (I) (L3) | | | | 12,083,132 | | 2,500,000 | | | 0 | |
| | | | | | | 4,396,930 | | | 0 | |
| | | | | | | | | |
Total Non-Controlled Affiliated Legacy Privately Held Equity and Equity-Related Securities (cost: $6,496,930) | | | | | | | | | $ | 188,903 | |
| | | | | | | | | |
Total Investments in Non-Controlled Affiliated Equity and Equity-Related Securities (cost: $38,015,398) | | | | | | | | | $ | 26,550,344 | |
| | | | | | | | | |
Total Investments in Publicly Traded Equity and Equity-Related Securities, Money Market Funds, and Legacy Privately Held Equity and Equity-Related Securities (cost: $81,344,608) | | | | | | | | | $ | 51,387,334 | |
| | | | | | | | | |
Derivative Securities - | | | | | | | | | |
1.2% of net assets at value | | | | | | | | | |
| | | | | | | | | |
Unaffiliated Derivative Securities (2) - | | | | | | | | | |
0.0% of net assets at value | | | | | | | | | |
| | | | | | | | | |
Magnolia Neurosciences Corporation (3)(5)(7)(8) | | | Pharmaceuticals | | | | | | |
Developed neurodegeration therapeutics | | | | | | | | | |
Warrants for the Purchase of Common Stock expiring 8/3/28 (acquired 8/26/21) | (I) (L3) | | | | 138,059 | | $ | 112,854 | | | $ | 0 | |
| | | | | | | | | |
Total Unaffiliated Derivative Securities (cost: $112,854) | | | | | | | | | $ | 0 | |
| | | | | | | | | |
The accompanying notes are an integral part of this unaudited consolidated schedule of investments.
5
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
180 DEGREE CAPITAL CORP. CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF MARCH 31, 2024 (UNAUDITED) |
| | | | | | | | | |
| Method of Valuation (1) | | Industry | | Shares/Units | | Cost | | Value |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-Controlled Affiliated Derivative Securities (2) - | | | | | | | | | |
1.2% of net assets at value | | | | | | | | | |
| | | | | | | | | |
Potbelly Corporation (3)(10) | | | Restaurants | | | | | | |
Operates a chain of sandwich shops | | | | | | | | | |
Warrants for the Purchase of Common Stock expiring 2/12/26 (acquired 2/10/21) | (I) (L3) | | | | 80,605 | | $ | 224,849 | | | $ | 585,394 | |
| | | | | | | | | |
Synchronoss Technologies, Inc. (3)(5)(10)(11) | | | Application Software | | | | | | |
Provides white-label cloud storage, messaging and other digital analytic services | | | | | | | | | |
Stock Options for Common Stock Expiring 12/4/30 (acquired 12/4/23) | (I) (L3) | | | | 3,334 | | 0 | | | 17,581 | |
| | | | | | | | | |
Total Non-Controlled Affiliated Derivative Securities (cost: $224,849) | | | | | | | | | $ | 602,975 | |
| | | | | | | | | |
Total Derivative Securities (cost: $337,703) | | | | | | | | | $ | 602,975 | |
| | | | | | | | | |
Total Investments (cost: $81,682,311) | | | | | | | | | $ | 51,990,309 | |
| | | | | | | | | |
Other Financial Instruments (12) - | | | | | | | | | |
| | | | | | | | | |
Unaffiliated Rights to Payments (Illiquid) (2) - | | | | | | | | | |
0.1% of net assets at value | | | | | | | | | |
| | | | | | | | | |
Rights to Milestone Payments from Acquisition of TARA Biosystems, Inc. (acquired 4/1/22) (3)(5)(7)(13) | (I) (L3) | | Pharmaceuticals | | $ | 0 | | | $ | 0 | | | $ | 69,915 | |
| | | | | | | | | |
Total Unaffiliated Rights to Payments (cost: $0) | | | | | | | | | $ | 69,915 | |
| | | | | | | | | |
Total Investments in Publicly Traded and Privately Held Equity, Money Market Fund and Equity-Related Securities, Derivative Securities and Other Financial Instruments (cost: $81,682,311) | | | | | | | | | $ | 52,060,224 | |
| | | | | | | | | |
Other Assets (Including Cash) Net of Total Liabilities | | | | | | | | | $ | (455,627) | |
| | | | | | | | | |
NET ASSETS (equivalent to $5.16 per share based on 10,000,141 of common stock outstanding) | | | | | | | | | $ | 51,604,597 | |
The accompanying notes are an integral part of this unaudited consolidated schedule of investments.
6
180 DEGREE CAPITAL CORP.
NOTES TO CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF MARCH 31, 2024
(UNAUDITED)
Notes to Consolidated Schedule of Investments
(1)See Note 1. Investment Valuation Procedures.
(2)Investments in unaffiliated securities consist of investments in which the Company owns less than five percent of the voting shares of the portfolio company. Investments in non-controlled affiliated securities consist of investments in which the Company owns five percent or more, but less than 25 percent, of the voting shares of the portfolio company, or where the Company controls one or more seats on the portfolio company’s board of directors but do not control the company. Investments in controlled affiliated securities consist of investments in which the Company owns 25 percent or more of the outstanding voting rights of the portfolio company or otherwise control the company, including control of a majority of the seats on the board of directors, or more than 25 percent of the seats on the board of directors, with no other entity or person in control of more director seats than us.
(3)Represents a non-income producing investment. Investments that have not paid dividends or interest within the last 12 months or are on non-accrual status for at least 12 consecutive months are considered to be non-income producing.
(4)D-Wave Quantum Inc., ("QBTS") was formed through the merger of D-Wave Systems, Inc., and DPCM Capital, Inc., a special purpose acquisition company (SPAC). D-Wave Systems, Inc. was a legacy private portfolio holding of the Company. The Company initially invested in D-Wave Systems, Inc. starting in 2008 and through 2014, acquiring various classes of preferred stock.
(5)The Company is subject to legal restrictions on the sale of all or a portion of our investment(s) in this company. The total amount of restricted securities held is $560,000, or 1.1 percent of net assets.
(6)The Company received LLC Interests of 1.25 percent in AutoTech Ventures Management I, LLC ("AutoTech") pursuant to an Administrative Services Agreement between us and AutoTech and due to us following the termination of a former employee of the Company. These LLC Interests were separate from the compensation received for providing the administrative services under the agreement that were paid in cash. The LLC interests have a capital percentage of 0 percent.
(7)These securities are held by the Company's wholly owned subsidiary, 180 Degree Private Holdings, LLC ("180PH"), which were transferred from the Company to 180PH in the fourth quarter of 2020. The acquisition dates of the securities reflect the dates such securities were obtained by the Company rather than the transfer date.
(8)Represents a non-operating entity that exists to collect future payments from licenses or other engagements, monetize assets for future distributions to investors and debt holders, or is in the process of shutting down and distributing remaining assets according to a liquidation waterfall.
(9)The Company received shares of Ravenna Pharmaceuticals, Inc., as part of the consideration of the acquisition of Petra Pharma Corporation.
(10)The Company is the Investment Manager of separately managed accounts ("SMAs") that owns shares of these portfolio companies. Under our investment management agreement for the SMAs, the Company has the right to control the votes of the securities held by the SMAs. The Company has voting ownership between 5 percent and 25 percent in these companies directly or when the shares held by us and our SMAs are aggregated.
(11)These stock options were granted to Kevin Rendino upon his appointment to the Board of Directors of Synchronoss Technologies, Inc. Mr. Rendino entered into an assignment and assumption agreement with the Company that transfers all beneficial and voting interest to the Company.
(12)Other financial instruments are holdings of the Company that do not meet the definition of a security or a derivative.
(13)If all the remaining milestones are met, the Company would receive approximately $2.7 million. There can be no assurance as to how much of the remaining approximately $2.7 million in potential milestone-based payments will ultimately be realized or when they will be realized, if at all.
The accompanying notes are an integral part of this unaudited consolidated schedule of investments.
7
NOTE 1. INVESTMENT VALUATION PROCEDURES
Investments are stated at "value" as defined in the 1940 Act and in the applicable regulations of the SEC and in accordance with GAAP. Value, as defined in Section 2(a)(41) of the 1940 Act, is (i) the market price for those securities for which a market quotation is readily available and (ii) the fair value as determined in good faith by, or under the direction of, the Board of Directors for all other assets. The Valuation Committee, comprised of all of the independent Board members, is responsible for determining the valuation of the Company’s assets within the guidelines established by the Board of Directors. The Valuation Committee receives information and recommendations from management. An independent valuation firm also reviews select portfolio company valuations. The independent valuation firm does not provide independent valuations. The fair values assigned to these investments are based on available information and do not necessarily represent amounts that might ultimately be realized when that investment is sold, as such amounts depend on future circumstances and cannot reasonably be determined until the individual investments are actually liquidated or become readily marketable. The Valuation Committee values the Company's investment assets as of the end of each calendar quarter and as of any other time requested by the Board of Directors.
Accounting Standards Codification Topic 820, "Fair Value Measurements," ("ASC 820") defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). It applies fair value terminology to all valuations whereas the 1940 Act applies market value terminology to readily marketable assets and fair value terminology to other assets.
ASC Topic 820 classifies the inputs used to measure fair value by these approaches into the following hierarchy:
•Level 1 (L1): Unadjusted quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.;
•Level 2 (L2): Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices in active markets for similar assets or liabilities, or quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 2 inputs are in those markets for which there are few transactions, the prices are not current, little public information exists or instances where prices vary substantially over time or among brokered market makers; and
•Level 3 (L3): Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Unobservable inputs are those inputs that reflect our own assumptions that market participants would use to price the asset or liability based upon the best available information.
The main approaches to measuring fair value utilized are the market approach, the income approach and the hybrid approach.
•Market Approach (M): The market approach focuses on inputs and not techniques. The market approach may use quantitative inputs such as prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities and the values of market multiples derived from a set of comparable companies. The market approach may also use qualitative inputs such as progress toward milestones, the long-term potential of the business, current and future financing requirements and the rights and preferences of certain securities versus those of other securities. The selection of the relevant inputs used to derive value under the market approach requires judgment considering factors specific to the significance and relevance of each input to deriving value.
•Income Approach (I): The income approach focuses on techniques and not inputs. The income approach uses valuation techniques to convert future amounts (for example, revenue, 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.
•Hybrid Approach (H): The hybrid approach uses elements of both the market approach and the income approach. The hybrid approach calculates values using the market and income approach, individually. The resulting values are then distributed among the share classes based on probability of exit outcomes.
Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement and are not necessarily an indication of risks associated with the investment.
NOTE 2. FAIR VALUE OF INVESTMENTS
At March 31, 2024, our financial assets valued at fair value were categorized as follows in the fair value hierarchy:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value Measurement at Reporting Date Using: |
Description | | Unadjusted Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | March 31, 2024 |
Legacy Privately Held Equity and Equity-Related Securities: | | | | | | | | |
Preferred Stock | | $ | 0 | | | $ | 0 | | | $ | 307,422 | | | $ | 307,422 | |
| | | | | | | | |
Common Stock | | 0 | | | 0 | | | 15,082 | | | 15,082 | |
Warrants | | 0 | | | 0 | | | 0 | | | 0 | |
LLC Interests | | 0 | | | 0 | | | 150,000 | | | 150,000 | |
| | | | | | | | |
Publicly Traded Equity and Equity-Related Securities: | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Common Stock | | $ | 46,071,348 | | | $ | 3,161,509 | | | $ | 0 | | | $ | 49,232,857 | |
Money Market Mutual Fund - Institutional Class Shares | | 1,681,973 | | | 0 | | | 0 | | | 1,681,973 | |
Warrants/ Stock Options | | 0 | | | 0 | | | 602,975 | | | 602,975 | |
Total Investments: | | $ | 47,753,321 | | | $ | 3,161,509 | | | $ | 1,075,479 | | | $ | 51,990,309 | |
| | | | | | | | |
Other Financial Instruments: | | | | | | | | |
Rights to Milestone Payments | | $ | 0 | | | $ | 0 | | | $ | 69,915 | | | $ | 69,915 | |
Total Financial Assets: | | $ | 47,753,321 | | | $ | 3,161,509 | | | $ | 1,145,394 | | | $ | 52,060,224 | |
Significant Unobservable Inputs
The table below presents the valuation technique and quantitative information about the significant unobservable inputs utilized by the Company in the fair value measurements of Level 3 assets. Unobservable inputs are those inputs for which little or no market data exists and, therefore, require an entity to develop its own assumptions.
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| Value as of March 31, 2024 | | Valuation Approach(es) | | Unobservable Input(s) | | Range(s) (Weighted Average(a)) |
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| | | | | Price Per Share | | $0.14 - $0.30 ($0.24) |
| | | | | Public Comparable Adjustment (Including Non-Performance Risk) | | -100.0% - -88.8% (-88.8%) |
| | | | | Volatility | | 112.5% (112.5%) |
Preferred Stock | $ | 307,422 | | | Income Approach | | Time to Exit / Cash Flows (Years) | | 5.0 (5.0) |
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Common Stock | 15,082 | | | Market Approach | | Price Per Share | | $0.01 ($0.01) |
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| | | | | Volatility | | 45.1% - 78.3% (46.1%) |
Warrants/Stock Options | 602,975 | | | Income Approach | | Time to Exit (Years) | | 1.9 - 6.7 (2.0) |
LLC Interests | 150,000 | | | Market Approach | | Bid/Ask | | $120,000 ($120,000) |
| | | | | Probability of Achieving Independent Milestones | | 5.0% (5.0%) |
| | | | | Probability of Achieving Dependent Milestones | | 2.4% - 3.7% (3.1%) |
Rights to Milestone Payments | 69,915 | | | Income Approach | | Time to Cash Flows (Years) | | 2.5 - 4.5 (3.5) |
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Total | $ | 1,145,394 | | | | | | | |
(a) Weighted average based on fair value at March 31, 2024.
Valuation Methodologies and Inputs for Level 3 Assets
The following sections describe the valuation techniques and significant unobservable inputs used to measure Level 3 assets.
Preferred Stock, LLC Interests, and Common Stock
Preferred stock, LLC interests, and common stock are valued by either a market, income or hybrid approach using internal models with inputs, most of which are not market observable. Common inputs for valuing Level 3 investments include prices from recently executed private transactions in a company’s securities or unconditional firm offers, revenue multiples of comparable publicly traded companies, merger and acquisition ("M&A") transactions consummated by comparable companies, discounts for lack of marketability, rights and preferences of the class of securities we own as compared with other classes of securities the portfolio company has issued, particularly related to potential liquidity scenarios of an initial public offering ("IPO") or an acquisition transaction, estimated time to exit, volatilities of comparable publicly traded companies and management’s best estimate of risk attributable to non-performance risk. Certain securities are valued using the present value of future cash flows.
We may also consider changes in market values for sets of comparable companies when recent private transaction information is not available and/or in consideration of non-performance risk. We define non-performance risk as the risk that the price per share (or implied valuation of a portfolio company) or the effective yield of a debt security of a portfolio company, as applicable, does not appropriately represent the risk that a portfolio company with negative cash flow will be: (a) unable to raise capital, will need to be shut down and will not return our invested capital; or (b) able to raise capital, but at a valuation significantly lower than the implied post-money valuation of the last round of financing. We assess non-performance risk for each private portfolio company quarterly. Our assessment of non-performance risk typically includes an evaluation of the financial condition and operating results of the company, the company's progress towards milestones, and the long-term potential of the business and technology of the company and how this potential may or may not affect the value of the shares
owned by us. An increase to the non-performance risk or a decrease in the private offering price of a future round of financing from that of the most recent round would result in a lower fair value measurement and/or a change in the distribution of value among the classes of securities we own.
Option pricing models place a high weighting on liquidation preferences, which means that small differences in how the preferences are structured can have a material effect on the fair value of our securities at the time of valuation and also on future valuations should additional rounds of financing occur with senior preferences. As such, valuations calculated by option pricing models may not increase if 1) rounds of financing occur at higher prices per share, 2) liquidation preferences include multiples on investment, 3) the amount of invested capital is small and/or 4) liquidation preferences are senior to prior rounds of financing. Additionally, an increase in the volatility assumption generally increases the enterprise value calculated in an option pricing model. An increase in the time to exit assumption also generally increases the enterprise value calculated in an option pricing model. Variations in the expected time to exit or expected volatility assumptions have a significant impact on fair value.
Warrants and Stock Options
We use the Black-Scholes-Merton option-pricing model to determine the fair value of warrants and stock options held in our portfolio unless there is a publicly traded active market for such securities or another indication of value such as a sale of the portfolio company or an expectation that we may exercise the security prior to expiration. Option pricing models, including the Black-Scholes-Merton model, require the use of subjective input assumptions, including expected volatility, expected life, expected dividend rate, and expected risk-free rate of return. In the Black-Scholes-Merton model, variations in the expected volatility or expected term assumptions have a significant impact on fair value.
An input to the Black-Scholes-Merton option-pricing model is the value per share of the type of stock for which the warrant is exercisable as of the date of valuation. This input is derived according to the methodologies discussed in "Preferred Stock, Preferred Units, LLC Interests, Common Stock and Common Units."
Rights to Milestone Payments
Rights to milestone payments are valued using a probability-weighted discounted cash flow model. We are entitled to potential future payments from the acquisition of TARA Biosystems, Inc. by Valo Health, LLC. We assign probabilities to the achievements of the various milestones. Milestones identified as independent milestones can be achieved irrespective of the achievement of other contractual milestones. Dependent milestones are those that can only be achieved after another, or series of other, milestones are achieved. The interest rates used in these models are observable inputs from sources such as the published interest rates for corporate bonds of the acquiring or comparable companies.
Changes in Valuation Approaches
There were no changes in valuation approaches during the period ended March 31, 2024.
NOTE 3. INDUSTRY DIVERSIFICATION
The following table shows the percentage of our net assets invested by industry as of March 31, 2024. | | | | | | | | | | | | | | | | | | | | | | | |
Industry | Value as of March 31, 2024 | | % of Net Assets | | Value as of March 31, 2024 | | % of Net Assets |
Advertising | | | | | $ | 6,162,079 | | | 11.9% |
Unaffiliated Portfolio Companies | $ | 0 | | | 0.0% | | | | |
Non-Controlled Affiliated Portfolio Companies | 6,162,079 | | | 11.9% | | | | |
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Application Software | | | | | 7,155,061 | | | 13.9% |
Unaffiliated Portfolio Companies | 0 | | | 0.0% | | | | |
Non-Controlled Affiliated Portfolio Companies | 7,155,061 | | | 13.9% | | | | |
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Asset Management & Custody Banks | | | | | 150,000 | | | 0.3% |
Unaffiliated Portfolio Companies | 150,000 | | | 0.3% | | | | |
Non-Controlled Affiliated Portfolio Companies | 0 | | | 0.0% | | | | |
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Communications Equipment | | | | | 2,854,347 | | | 5.5% |
Unaffiliated Portfolio Companies | 2,854,347 | | | 5.5% | | | | |
Non-Controlled Affiliated Portfolio Companies | 0 | | | 0.0% | | | | |
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Construction Machinery & Heavy Trucks | | | | | 2,088,663 | | | 4.0% |
Unaffiliated Portfolio Companies | 2,088,663 | | | 4.0% | | | | |
Non-Controlled Affiliated Portfolio Companies | 0 | | | 0.0% | | | | |
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Electronic Manufacturing Services | | | | | | | |
Unaffiliated Portfolio Companies | 1,413,287 | | | 2.7% | | 1,413,287 | | | 2.7% |
Non-Controlled Affiliated Portfolio Companies | 0 | | | 0.0% | | | | |
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Health Care Equipment | | | | | 188,903 | | | 0.4% |
Unaffiliated Portfolio Companies | 0 | | | 0.0% | | | | |
Non-Controlled Affiliated Portfolio Companies | 188,903 | | | 0.4% | | | | |
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Health Care Technology | | | | | 0 | | | 0.0% |
Unaffiliated Portfolio Companies | 0 | | | 0.0% | | | | |
Non-Controlled Affiliated Portfolio Companies | 0 | | | 0.0% | | | | |
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Interactive Media & Services | | | | | 1,169,607 | | | 2.3% |
Unaffiliated Portfolio Companies | 1,169,607 | | | 2.3% | | | | |
Non-Controlled Affiliated Portfolio Companies | 0 | | | 0.0% | | | | |
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Internet Services & Infrastructure | | | | | 2,685,418 | | | 5.2% |
Unaffiliated Portfolio Companies | 2,685,418 | | | 5.2% | | | | |
Non-Controlled Affiliated Portfolio Companies | 0 | | | 0.0% | | | | |
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Packaged Foods & Meats | | | | | 1,750,000 | | | 3.4% |
Unaffiliated Portfolio Companies | 1,750,000 | | | 3.4% | | | | |
Non-Controlled Affiliated Portfolio Companies | 0 | | | 0.0% | | | | |
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Pharmaceuticals | | | | | 203,516 | | | 0.4% |
Unaffiliated Portfolio Companies | 203,516 | | | 0.4% | | | | |
Non-Controlled Affiliated Portfolio Companies | 0 | | | 0.0% | | | | |
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Restaurants | | | | | 13,647,276 | | | 26.4% |
Unaffiliated Portfolio Companies | 0 | | | 0.0% | | | | |
Non-Controlled Affiliated Portfolio Companies | 13,647,276 | | | 26.4% | | | | |
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Specialty Chemicals | | | | | 756,927 | | | 1.5% |
Unaffiliated Portfolio Companies | 756,927 | | | 1.5% | | | | |
Non-Controlled Affiliated Portfolio Companies | 0 | | | 0.0% | | | | |
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Industry | Value as of March 31, 2024 | | % of Net Assets | | Value as of March 31, 2024 | | % of Net Assets |
Steel | | | | | $ | 3,161,509 | | | 6.1% |
Unaffiliated Portfolio Companies | $ | 3,161,509 | | | 6.1% | | | | |
Non-Controlled Affiliated Portfolio Companies | 0 | | | 0.0% | | | | |
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Technology Hardware, Storage & Peripherals | | | | | 6,991,658 | | | 13.5% |
Unaffiliated Portfolio Companies | 6,991,658 | | | 13.5% | | | | |
Non-Controlled Affiliated Portfolio Companies | 0 | | | 0.0% | | | | |
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Total | $ | 50,378,251 | | | | | $ | 50,378,251 | | | |
NOTE 4. INVESTMENTS AND ADVANCES TO AFFILIATES - SCHEDULE 12-14 (UNAUDITED)
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Name of Issuer | | Title of Issue or Nature of Indebtedness (A) | | Amount of Dividends or Interest Credited to Income (B) | | Net Realized Gain (Loss) | | Value as of December 31, 2023 | | Gross Additions (C) | | Gross Reductions (D) | | Net Change in Unrealized Appreciation (Depreciation) | | Value as of March 31, 2024 |
NON-CONTROLLED AFFILIATED LEGACY PRIVATELY HELD EQUITY & EQUITY-RELATED SECURITIES(E): | | | | | | | | | | | | | | | | |
EchoPixel, Inc. | | Series Seed Convertible Preferred Stock | | $ | 0 | | | $ | 0 | | | $ | 105,304 | | | $ | 0 | | | $ | (6,661) | | | $ | (6,661) | | | $ | 98,643 | |
| | Series Seed-2 Convertible Preferred Stock | | 0 | | | 0 | | | 37,818 | | | 0 | | | (2,396) | | | (2,396) | | | 35,422 | |
| | Series A-2 Convertible Preferred Stock | | 0 | | | 0 | | | 58,317 | | | 0 | | | (3,479) | | | (3,479) | | | 54,838 | |
HALE.life Corporation | | Common Stock | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| | Series Seed-1 Convertible Preferred Stock | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| | Series Seed-2 Convertible Preferred Stock | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
Total Non-Controlled Affiliated Legacy Privately Held Equity & Equity-Related Securities | | | | $ | 0 | | | $ | 0 | | | $ | 201,439 | | | $ | 0 | | | $ | (12,536) | | | $ | (12,536) | | | $ | 188,903 | |
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NON-CONTROLLED AFFILIATED PUBLICLY TRADED EQUITY & EQUITY-RELATED SECURITIES(E): | | | | | | | | | | | | | | | | |
comScore, Inc. | | Common Stock | | $ | 0 | | | $ | 0 | | | $ | 5,481,909 | | | $ | 680,170 | | | $ | 0 | | | $ | (510,290) | | | $ | 6,162,079 | |
Potbelly Corporation | | Common Stock | | $ | 0 | | | $ | 2,516,053 | | | $ | 13,919,046 | | | $ | 0 | | | $ | (857,164) | | | $ | 21,804 | | | $ | 13,061,882 | |
| | Warrants for Common Stock | | 0 | | | 0 | | | 467,485 | | | 117,909 | | | 0 | | | 117,909 | | | 585,394 | |
Synchronoss Technologies, Inc. | | Common Stock | | $ | 0 | | | $ | 0 | | | $ | 5,134,732 | | | $ | 2,002,748 | | | $ | 0 | | | $ | 1,826,384 | | | $ | 7,137,480 | |
| | Options for Common Stock | | 0 | | | 0 | | | 12,629 | | | 4,952 | | | 0 | | | 4,952 | | | 17,581 | |
Total Non- Controlled Affiliated Publicly Traded Equity & Equity-Related Securities | | | | $ | 0 | | | $ | 2,516,053 | | | $ | 25,015,801 | | | $ | 2,805,779 | | | $ | (857,164) | | | $ | 1,460,759 | | | $ | 26,964,416 | |
Total Non- Controlled Affiliated Equity & Equity-Related Securities | | | | $ | 0 | | | $ | 2,516,053 | | | $ | 25,217,240 | | | $ | 2,805,779 | | | $ | (869,700) | | | $ | 1,448,223 | | | $ | 27,153,319 | |
(A)Common stock, warrants, options, membership units and, in some cases, preferred stock are generally non-income producing and restricted. The principal amount of debt and the number of shares of common and preferred stock and number of membership units are shown in the accompanying Consolidated Schedule of Investments as of March 31, 2024.
(B)Represents the total amount of interest or dividends credited/(debited) to income for the portion of the period an investment was a control or affiliate investment, as appropriate. Amounts credited to preferred or common stock represent accrued bridge note interest related to conversions that occurred during the period ended March 31, 2024.
(C)Gross additions include increases in investments resulting from new portfolio investments, paid-in-kind interest or dividends, the amortization of discounts and fees. Gross additions also include net increases in unrealized appreciation or decreases in unrealized depreciation.
(D)Gross reductions include decreases in investments resulting from principal collections related to investment repayments or sales, the amortization of premiums and acquisition costs. Gross reductions also include net increases in unrealized depreciation or decreases in unrealized appreciation.
(E)"Non-Controlled Affiliated" is defined as ownership of five percent or more, but less than 25 percent, of the voting shares of the portfolio company, or where we hold the right to appoint one or more members to the portfolio company’s board of directors, but less than 25 percent of the members of the board of directors.
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Line for Schedule of Investments | Method / Level | | Primary Industry | | # of Shares Purchased/Principal | | Cost of TURN's Investment | | Valuation |
Non-Controlled Affiliated Publicly Traded Equity and Equity-Related Securities | | | | | | | | | |
comScore, Inc. | | | Advertising | | | | | | |
Common Stock | (L1) | | | | 400,135 | | | $ | 13,365,642 | | | $ | 6,162,079 | |
Potbelly Corporation | | | Restaurants | | | | | | |
Common Stock | (L1) | | | | 1,078,603 | | | $ | 5,219,624 | | | $ | 13,061,882 | |
Synchronoss Technologies, Inc. | | | Application Software | | | | | | |
Common Stock | (L1) | | | | 854,788 | | | $ | 12,933,202 | | | $ | 7,137,480 | |
Total Non-Controlled Affiliated Publicly Traded Equity and Equity-Related Securities (51.1%) | | | | | | | $ | 31,518,468 | | | $ | 26,361,441 | |
Legacy Privately Held Equity and Equity-Related Securities | | | | | | | | | |
EchoPixel, Inc. | | | Health Care Equipment | | | | | | |
Series Seed Convertible Preferred Stock (acquired 6/21/13-6/30/14) | (I) (L3) | | | | 4,194,630 | | | $ | 1,250,000 | | | $ | 98,643 | |
Series Seed-2 Convertible Preferred Stock (acquired 1/22/16) | (I) (L3) | | | | 1,476,668 | | | 500,000 | | | 35,422 | |
Series A-2 Convertible Preferred Stock (acquired 3/23/17) | (I) (L3) | | | | 1,471,577 | | | 350,000 | | | 54,838 | |
| | | | | | | $ | 2,100,000 | | | $ | 188,903 | |
HALE.life Corporation | | | Health Care Technology | | | | | | |
Common Stock (acquired 3/1/16) | (I) (L3) | | | | 1,000,000 | | | $ | 10 | | | $ | 0 | |
Series Seed-1 Convertible Preferred Stock (acquired 3/28/17) | (I) (L3) | | | | 11,000,000 | | | 1,896,920 | | | 0 | |
Series Seed-2 Convertible Preferred Stock (acquired 12/28/18) | (I) (L3) | | | | 12,083,132 | | 2,500,000 | | 0 |
| | | | | | | $ | 4,396,930 | | | $ | 0 | |
Total Non-Controlled Affiliated Legacy Privately Held Equity and Equity-Related Securities (0.3%) | | | | | | | $ | 6,496,930 | | | $ | 188,903 | |
Non-Controlled Affiliated Derivative Securities | | | | | | | | | |
Potbelly Corporation | | | Restaurants | | | | | | |
Warrants for the Purchase of Common Stock expiring 2/12/26 (acquired 2/10/21) | (I) (L3) | | | | 80,605 | | | $ | 224,849 | | | $ | 585,394 | |
Synchronoss Technologies, Inc. (Options) | | | Application Software | | | | | | |
Stock Options for Common Stock Expiring 12/4/30 (acquired 12/4/23) | (I) (L3) | | | | 3,334 | | | 0 | | | 17,581 | |
Total Non-Controlled Affiliated Derivative Securities (1.2%) | | | | | | | $ | 224,849 | | | $ | 602,975 | |
Total Non-Controlled Affiliated Securities (52.6%) | | | | | | | $ | 38,240,247 | | | $ | 27,153,319 | |
SIGNATURES
The Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Registrant: 180 Degree Capital Corp.
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By: | /s/ Daniel B. Wolfe |
Name: | Daniel B. Wolfe |
Title: | President and Chief Financial Officer |
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Date: | May 13, 2024 |