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Rand Capital Announces First Quarter 2019 Results

May 2, 2019 9:00 AM

BUFFALO, N.Y.--(BUSINESS WIRE)-- Rand Capital Corporation (Nasdaq: RAND) (“Rand”), a business development company, announced its results for the quarter ended March 31, 2019.

Allen F. (“Pete”) Grum, President and Chief Executive Officer of Rand Capital, commented, “We filed the definitive proxy statement and associated materials with the Securities and Exchange Commission that provides significant detail regarding the planned transformation of Rand Capital made possible by the proposed $25 million investment by East Asset Management. The proxy statement details the thorough process followed by our Board of Directors to advance this opportunity to drive future value for our shareholders.”

First Quarter 2019 Financial Highlights

During the quarter, Rand’s portfolio company, eHealth Global Technologies, Inc., repaid its $3.5 million loan from Rand with proceeds from its $41 million recapitalization.

Daniel P. Penberthy, Rand’s Executive Vice President, stated, “In 2016, we were introduced to eHealth by a co-investor with whom we had partnered on previous transactions. We made an initial investment of $1.5 million in eHealth to support the company’s strategic growth, including expansion of its electronic medical record retrieval business into additional health network systems. We invested an additional $2 million during this short investment period as the company continued its growth trajectory. eHealth grew its employee count by over 30% during Rand’s investment tenure, while Rand benefited from a strong yield on its investment.”

Total investment income in the first quarter of 2019 nearly doubled to $719,000 from $363,000 in the same period last year. The increase included higher interest as well as approximately $225,000 of nonrecurring fee income associated with the loan repayment by eHealth. Total expenses in the 2019 and 2018 first quarters were $690,000 and $589,000, respectively. Higher expenses reflected a $125,000 increase in professional fees related mostly to the proposed strategic investment by East.

The net change in unrealized appreciation/depreciation on investments was approximately $402,000 of net appreciation in the first quarter of 2019 compared with $347,000 of net depreciation in the 2018 first quarter. The net appreciation in the 2019 quarter was driven by an increase in the valuation of the Company’s investment in Tilson, partially offset by decreases in valuations of other portfolio companies.

Selected Portfolio Highlights

As of March 31, 2019, Rand’s portfolio consisted of 29 active companies. At that date, the portfolio was comprised of approximately 66% in equity investments and 34% in debt investments, compared with 60% in equity investments and 40% in debt investments at March 31, 2018.

Webcast and Conference Call

Rand will host a conference call and live webcast today, May 2, 2019, at 3:30 p.m. Eastern Time to review its financial condition and results for the 2019 first quarter, as well as its strategy and outlook. The review will be accompanied by a slide presentation, which will be available on Rand’s website at www.randcapital.com under the “Investor Relations” heading. A question-and-answer session will follow the formal presentation.

Rand’s conference call can be accessed by calling (201) 689-8263. Alternatively, the webcast can be monitored on Rand’s website at www.randcapital.com under the “Investor Relations” heading.

A telephonic replay will be available from 6:30 p.m. ET on the day of the call through Thursday, May 9, 2019. To listen to the archived call, dial (412) 317-6671 and enter replay pin number 13689533. The webcast replay will be available in the Investors section at www.randcapital.com, where a transcript will also be posted once available.

ABOUT RAND CAPITAL

Rand Capital (Nasdaq: RAND) is a Business Development Company (BDC) with a wholly-owned subsidiary licensed by the U.S. Small Business Administration (SBA) as a Small Business Investment Company (SBIC). Rand focuses its equity investments in early or expansion stage companies and generally lends to more mature companies. Additional information can be found at the Company’s website where it regularly posts information: http://www.randcapital.com/.

Safe Harbor Statement

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than historical facts, including but not limited to statements regarding the expected timing of the closing of the proposed transactions; the ability of the parties to complete the proposed transactions considering the various closing conditions, including receipt of necessary shareholder approvals and approval from the U.S. Small Business Administration (“SBA”); the intention of Rand Capital Corporation (“Rand Capital”, “Rand” or the “Company”) and Rand Capital SBIC, Inc. (“Rand SBIC”) to elect to be taxed as a regulated investment companies for U.S. federal tax purposes; the intention to declare and pay a special cash and stock dividend after the closing of the proposed transactions; the intention to pay a regular cash dividend after the completion of the proposed transactions; the expected benefits of the proposed transactions such as a lower expense-to-asset ratio for Rand Capital, increased net investment income, availability of additional resources, expanded access to and sourcing platform for new investments and streamlining of operations under the external management structure; the business strategy of originating additional income producing investments; the competitive ability and position of Rand Capital following completion of the proposed transactions; and any assumptions underlying any of the foregoing, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target” or other similar words or expressions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1)�that one or more closing conditions to the stock purchase may not be satisfied or waived, on a timely basis or otherwise, including that the SBA may not approve the proposed transactions or that the required approvals by the shareholders of Rand Capital may not be obtained; (2)�the risk that the proposed transactions may not be completed in the time frame expected by parties, or at all; (3)�the risk that Rand Capital and/or Rand SBIC may be unable to fulfill the conditions required in order to elect to be treated as a regulated investment company for U.S. tax purposes; (4)�uncertainty of the expected financial performance of Rand Capital following completion of the proposed transactions; (5)�failure to realize the anticipated benefits of the proposed transactions, including as a result of delay in completing the proposed transactions; (6) the risk that the board of directors of Rand Capital is unable or unwilling to declare and pay the special cash and stock dividend or pay quarterly dividends on a going forward basis; (7)�the occurrence of any event that could give rise to termination of the stock purchase agreement; (8)�the risk that shareholder litigation in connection with the proposed transactions may affect the timing or occurrence of the contemplated transactions or result in significant costs of defense, indemnification and liability; (9)�evolving legal, regulatory and tax regimes; (10)�changes in general economic and/or industry specific conditions; and (11)�other risk factors as detailed from time to time in Rand Capital’s reports filed with the Securities and Exchange Commission (“SEC”), including Rand Capital’s annual report on Form�10-K�for the year ended December�31, 2018, later filed quarterly reports on Form�10-Q,�the definitive proxy statement for the proposed transactions�and other documents filed with the SEC. Consequently, such forward-looking statements should be regarded as Rand Capital’s current plans, estimates and beliefs. Except as required by applicable law, Rand Capital assumes no obligation to update the forward-looking information contained in this release.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of solicitation of proxies from shareholders of Rand Capital in respect of the proposed transactions. Rand Capital has filed the definitive proxy statement in respect of the proposed transactions, which was first sent or made available to shareholders on or about April 18, 2019. INVESTORS OF RAND CAPITAL ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors may obtain the definitive proxy statement and other documents filed by Rand Capital with the SEC from the SEC’s website at www.sec.gov or from Rand Capital’s website at www.randcapital.com. Investors and security holders may also obtain free copies of the definitive proxy statement and other documents filed with the SEC from Rand Capital by calling Investor Relations at 716-843-3908.

Participants in the Solicitation

Rand Capital and its directors, executive officers, employees and other persons may be deemed to be participants in the solicitation of proxies from the shareholders of Rand Capital in respect of the proposed transactions. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of Rand Capital shareholders in connection with the proposed transactions is set forth in the definitive proxy statement filed with the SEC, which can be obtained free of charge from the sources indicated above.

FINANCIAL TABLES FOLLOW.

� � � � �
Rand Capital Corporation and Subsidiary
Consolidated Statements of Financial Position
� � � �
March 31,
2019 December 31,
(Unaudited) � � 2018

ASSETS

Investments at fair value:
Control investments (cost of $0 and $99,500) $ - $ 99,500
Affiliate investments (cost of $21,442,998 and $20,708,659, respectively) 18,804,026 17,026,091
Non-Control/Non-Affiliate investments (cost of $14,151,246 and $17,483,984, respectively) � 13,687,175 � 17,541,213
Total investments, at fair value (cost of $35,594,244 and $38,292,143, respectively) 32,491,201 34,666,804
Cash and cash equivalents 8,694,705 4,033,792
Interest receivable (net of allowance: $161,000) 137,214 145,532
Deferred tax asset 425,461 525,198
Prepaid income taxes 846,120 1,138,708
Other assets � 338,507 � 11,690
Total assets $ 42,933,208 $ 40,521,724
�

LIABILITIES AND STOCKHOLDERS’ EQUITY (NET ASSETS)

Liabilities:
Debentures guaranteed by the SBA (net of debt issuance costs) $ 10,758,657 $ 8,554,443
Profit sharing and bonus payable - 125,000
Accounts payable and accrued expenses 154,082 245,758
Deferred revenue � 40,867 � 72,336
Total liabilities 10,953,606 8,997,537
�
Stockholders’ equity (net assets):
Common stock, $0.10 par; shares authorized 10,000,000; shares issued 6,863,034;
shares outstanding of 6,321,988 at 3/31/19 and 12/31/18 686,304 686,304
Capital in excess of par value 10,581,789 10,581,789
Accumulated net investment loss (1,642,785) (1,665,552)
Undistributed net realized gain on investments 26,252,574 26,221,443
Net unrealized depreciation on investments (2,429,175) (2,830,692)
Treasury stock, at cost: 541,046 shares � (1,469,105) � (1,469,105)
Total stockholders’ equity (net assets) (per share - 3/31/19: $5.06; 12/31/18: $4.99) � 31,979,602 � 31,524,187
Total liabilities and stockholders’ equity (net assets) $ 42,933,208 $ 40,521,724
�
� � �

Rand Capital Corporation and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

�
For the Quarter Ended
March 31,
2019 � � 2018
Investment income: � �
Interest from portfolio companies:
Affiliate investments $ 208,715 $ 147,036
Non-Control/Non-Affiliate investments � 197,250 � � � 150,312

Total interest from portfolio companies

� 405,965 � � � 297,348
�
Interest from other investments:
Non-Control/Non-Affiliate investments � 17,811 � � � 5,110

Total interest from other investments

� 17,811 � � � 5,110
�
Dividend and other investment income:
Affiliate investments 34,625 50,783
Non-Control/Non-Affiliate investments � - � � � 3,382

Total dividend and other investment income

� 34,625 � � � 54,165
�
Fee income:
Affiliate investments 4,247 3,167
Non-Control/Non-Affiliate investments � 256,722 � � � 3,019

Total fee income

� 260,969 � � � 6,186
Total investment income � 719,370 � � � 362,809
�
Expenses:
Salaries 181,500 169,874
Employee benefits 62,932 63,745
Directors' fees 28,624 34,875
Professional fees 226,655 101,687
Stockholders and office operating 61,255 64,439
Insurance 9,601 11,988
Corporate development 18,460 15,796
Other operating � 1,584 � � � 2,691
590,611 465,095
Interest on SBA obligations 99,124 77,569
Bad debt expense � - � � � 45,900
Total expenses � 689,735 � � � 588,564
Net investment gain (loss) before income taxes 29,635 (225,755)
Income tax expense (benefit) � 6,868 � � � (52,426)
Net investment gain (loss) � 22,767 � � � (173,329)
�
Net realized gain on sales and dispositions of investments:
Control investments 40,500 -
Income tax expense � 9,369 � � � -
Net realized gain on sales and dispositions of investments 31,131 -
�
Net change in unrealized depreciation or appreciation on investments:
Affiliate investments 1,043,595 (250,000)
Non-Control/Non-Affiliate investments � (521,300) � � � (201,489)
Change in unrealized depreciation or appreciation before income tax expense (benefit) 522,296 (451,489)
Deferred income tax expense (benefit) � 120,779 � � � (104,405)
Net change in unrealized depreciation or appreciation on investments � 401,517 � � � (347,084)
�
Net realized and unrealized gain (loss) on investments � 432,648 � � � (347,084)
Net increase (decrease) in net assets from operations $ 455,415 � � $ (520,413)
Weighted average shares outstanding 6,321,988 6,321,988
Basic and diluted net increase (decrease) in net assets from operations per share $ 0.07 � � $ (0.08)
�

Company:

Allen F. ("Pete") Grum

President and CEO

Phone: 716.853.0802

Email: [email protected]

Investors:

Deborah K. Pawlowski / Karen L. Howard

Kei Advisors LLC

Phone: 716.843.3908 / 716.843.3942

Email: [email protected] / [email protected]

Source: Rand Capital Corporation

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