Firsthand Technology Value Fund, Inc. - Quarter Report: 2015 March (Form 10-Q)

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U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period of March 31, 2015 or

 

[   ]

TRANSITION QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number 333-168195

 

FIRSTHAND TECHNOLOGY VALUE FUND, INC.

(Exact Name of Registrant as Specified in Charter)

 

MARYLAND	27-3008946
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No)

 

Registrant’s Telephone Number, Including Area Code: (408) 886-7096

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.       [X]   Yes      [   ] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

	[   ]	Large Accelerated Filer	[X]	Accelerated Filer
	[   ]	Non-accelerated Filer	[   ]	Smaller Reporting Company
				(Do not check if smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes [X]   No [   ]

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class	Outstanding at April 30, 2015
Common Stock, $0.001 par value per share	7,702,705

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1

PART I. FINANCIAL INFORMATION

 

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See accompanying notes to financial statements

 

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Firsthand Technology Value Fund, Inc.

Statements of Assets and Liabilities

 

		AS OF
		MARCH 31, 2015			AS OF DECEMBER 31,
		(UNAUDITED)			2014
ASSETS
Investment securities:
Unaffiliated investments at acquisition cost		$	108,124,125		$	118,567,567
Affiliated investments at acquisition cost			13,375,885			13,375,885
Controlled investments at acquisition cost			64,330,580			60,815,580
Total acquisition cost		$	185,830,590		$	192,759,032
Unaffiliated investments at market value		$	109,171,749		$	118,830,054
Affiliated investments at market value			14,695,289			14,916,840
Controlled investments at market value			63,170,271			57,918,973
Total market value * (Note 6)			187,037,309			191,665,867
Cash**			6,328,532			69,014,110
Receivable from interest and dividends			3,117,600			2,729,276
Other assets			39,221			29,993
Total Assets			196,522,662			263,439,246
LIABILITIES
Payable for securities purchased			—			38,253,718
Incentive fees payable (Note 4)			3,232,981			13,716,658
Payable to affiliates (Note 4)			1,023,390			1,294,481
Consulting fee payable			45,000			23,000
Accrued expenses and other payables			340,807			421,318
Total Liabilities			4,642,178			53,709,175
NET ASSETS		$	191,880,484		$	209,730,071
Net Assets consist of:
Common Stock, par value $0.001 per share 100,000,000 shares authorized		$	7,703		$	8,562
Paid-in-capital			184,982,547			204,981,680
Accumulated undistributed net investment income			4,362,828			5,832,994
Accumulated net realized gain from security transactions, purchased and written options, and warrants transaction			1,320,687			—
Net unrealized appreciation (depreciation) on investments, other assets, and warrants transactions			1,206,719			(1,093,165	)
NET ASSETS		$	191,880,484		$	209,730,071
Shares of Common Stock outstanding			7,702,705			8,562,173
Net asset value per share (Note 2)		$	24.91		$	24.49

 

*	Includes warrants and purchased options whose primary risk exposure is equity contracts.
**	Cash composed primarily of the Fidelity Institutional Money Market Treasury Portfolio which invests primarily in U.S. Treasury securities. The yield as of 03/31/15 and 12/31/14 was 0.01%. Please see https://fundresearch. fidelity.com/mutual-funds/summary/316175504 for additional information.

 

See accompanying notes to financial statements

 

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Firsthand Technology Value Fund, Inc.

Statements of Operations

 

		FOR THE THREE MONTHS ENDED
		MARCH 31, 2015			MARCH 31, 2014
		(UNAUDITED)			(UNAUDITED)
INVESTMENT INCOME
Unaffiliated dividend income		$	80,000		$	—
Unaffiliated interest			7,422			49,689
Affiliated/Controlled interest			472,735			328,268
Royalty income			14,261			35,252
TOTAL INVESTMENT INCOME			574,418			413,209
EXPENSES
Investment advisory fees (Note 4)			1,023,390			1,291,989
Administration fees			33,252			33,026
Custody fees			4,502			3,932
Transfer agent fees			9,342			8,545
Registration and filing fees			5,671			5,710
Professional fees			135,074			400,239
Printing fees			40,469			44,801
Trustees fees			25,000			15,000
Miscellaneous fees			13,108			17,404
TOTAL GROSS EXPENSES			1,289,808			1,820,646
Incentive fee adjustment (Note 4)			754,776			(1,674,987	)
TOTAL NET EXPENSES			2,044,584			145,659
NET INVESTMENT INCOME (LOSS)			(1,470,166	)		267,550
Net Realized and Unrealized Gains/(Losses) on Investments:
Net realized gains (losses) from security transactions
Non-affiliated and other assets			1,169,190			132
Net realized gain from written option transactions (1)			151,497			—
Net change in unrealized appreciation (depreciation) on investments			2,309,091			(5,520,478	)
Net change in unrealized depreciation on warrants transactions (1)			(9,207	)		(2,769,719	)
Net Realized and Unrealized Gains (Losses) on Investments			3,620,571			(8,290,065	)
Net Increase (Decrease) In Net Assets Resulting From Operations		$	2,150,405		$	(8,022,515	)
Net Increase (Decrease) In Net Assets Per Share Resulting From Operations (2)		$	0.28		$	(0.88	)

 

(1)	Primary risk exposure is equity contracts.
(2)	Per share results are calculated based on weighted average shares outstanding for each period.

 

See accompanying notes to financial statements

 

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Firsthand Technology Value Fund, Inc.

Statements of Cash Flows

 

		FOR THE THREE MONTHS ENDED MARCH 31, 2015 (UNAUDITED)			FOR THE YEAR ENDED DECEMBER 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in Net Assets resulting from operations		$	2,150,405		$	15,984,110
Adjustments to reconcile net increase (decrease) in Net Assets derived from operations to net cash provided by (used in) operating activities:
Purchases of investments			(12,738,251	)		(181,556,214	)
Proceeds from disposition of investments			20,935,883			181,754,896
Net purchases from short-term investments			(100,000	)		(500,000	)
Net proceeds from written options			151,497			1,964,401
Net proceeds from purchased options			—			15,290,438
Proceeds from litigation claim			—			18,013
Increase in dividends, interest, and reclaims receivable			(388,324	)		(876,157	)
Increase (decrease) in payable for investment purchased			(38,253,718	)		38,253,718
Increase (decrease) in payable to affiliates			(271,091	)		22,450
Increase (decrease) in incentive fees payable			(10,483,677	)		5,405,459
(Increase) decrease in other assets			(9,228	)		1,945
Decrease in accrued expenses and other payables			(58,511	)		(8,092	)
Net realized gain from investments			(1,169,190	)		(65,088,456	)
Net realized gain from written options			(151,497	)		(1,964,401	)
Net unrealized appreciation (depreciation) from investments, other assets and warrants transactions			(2,299,884	)		40,291,286
Net cash provided by (used in) operating activities			(42,685,586	)		48,993,396
CASH FLOWS FROM FINANCING ACTIVITIES
Payments for shares redeemed			(19,999,992	)		(9,999,991	)
Distributions paid from realized capital gains			—			(53,158,463	)
Net cash provided (used) by financing activities			(19,999,992	)		(63,158,454	)
Net decrease in cash			(62,685,578	)		(14,165,058	)
Cash - beginning of period			69,014,110			83,179,168
Cash - end of period		$	6,328,532		$	69,014,110

 

See accompanying notes to financial statements

 

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Firsthand Technology Value Fund, Inc.

Statements of Changes in Net Assets 

 

		FOR THE THREE MONTHS ENDED MARCH 31, 2015 (UNAUDITED)			FOR THE YEAR ENDED DECEMBER 31, 2014
FROM OPERATIONS:
Net investment loss		$	(1,470,166	)	$	(10,777,461	)
Net realized gains from security transactions, written and purchased options, and warrants transactions			1,320,687			67,052,857
Net change in unrealized appreciation (depreciation) on investments, and warrants transactions			2,299,884			(40,291,286	)
Net increase in net assets from operations			2,150,405			15,984,110
FROM DISTRIBUTIONS
From realized gains on investments			—			(53,158,463	)
TOTAL DISTRIBUTIONS			—			(53,158,463	)
FROM CAPITAL SHARE TRANSACTIONS
Value of shares repurchased			(19,999,992	)		(9,999,991	)
Net decrease in net assets from capital share transactions			(19,999,992	)		(9,999,991	)
TOTAL DECREASE IN NET ASSETS			(17,849,587	)		(47,174,344	)
NET ASSETS:
Beginning of period			209,730,071			256,904,415
End of period		$	191,880,484		$	209,730,071
Accumulated Net Investment Income		$	4,362,828		$	5,832,994
COMMON STOCK ACTIVITY:
Shares repurchased			(859,468	)		(509,859	)
Net decrease in shares outstanding			(859,468	)		(509,859	)
Shares outstanding, beginning of period			8,562,173			9,072,032
Shares outstanding, end of period			7,702,705			8,562,173

 

See accompanying notes to financial statements

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Firsthand Technology Value Fund, Inc.

	FOR THE THREE MONTHS ENDED MARCH 31, 2015 (UNAUDITED)			FOR THE YEAR ENDED DECEMBER 31, 2014			FOR THE YEAR ENDED DECEMBER 31, 2013			FOR THE YEAR ENDED DECEMBER 31, 2012			FOR THE PERIOD ENDED DECEMBER 31, 2011(1)
Net asset value at beginning of period	$	24.49		$	28.32		$	22.90		$	23.92		$	27.01
Income from investment operations:
Net investment loss		(0.18	)		(1.26	)		(1.42	)		(0.39	)		(0.41	)
Net realized and unrealized gains (losses) on investments		0.60			3.04			7.16			(1.01	)		(2.68	)
Total from investment operations		0.42			1.78			5.74			(1.40	)		(3.09	)
Distributions from:
Realized capital gains		—			(5.86	)		(0.32	)		—			—
Premiums from shares sold in offerings		—			—			—	(2)		0.38			—
Anti-dilutive effect from capital share transactions		—			0.25			—			—			—
Net asset value at end of period	$	24.91		$	24.49		$	28.32		$	22.90		$	23.92
Market value at end of period	$	14.34		$	18.65		$	23.17		$	17.44		$	14.33
Total return
Based on Net Asset Value		1.72	%(A)		12.54	%		25.30	%		(4.26	)%		(11.44	)%(A)
Based on Market Value		(23.11	)%(A)		4.76	%		34.61	%		21.70	%		(46.95	)%(A)
Net assets at end of period (millions)	$	191.9		$	209.7		$	256.9		$	195.9		$	83.63
Ratio of total expenses to average net assets		4.13	%(B)(3)		5.29	%(3)		6.52	%(3)		2.56	%		2.76	%(B)
Ratio of total expenses to average net assets, excluding incentive fees		2.60	%(B)		3.12	%		2.67	%		2.56	%		2.76	%(B)
Ratio of net investment loss to average net assets		(2.97	)%(B)		(4.31	)%		(5.96	)%		(2.12	)%		(2.28	)%(B)
Portfolio turnover rate		7	%(A)		95	%		17	%		10	%		18	%(A)

 

(1)	For the period April 18, 2011 (inception) through December 31, 2011.
(2)	Less than $0.005 per share.
(3)	Amount includes the incentive fee. For the three months ended March 31, 2015, the year ended December 31, 2014, and the year ended December 31, 2013, the ratio of the incentive fee to average net assets was 1.53%, 2.17%, and 3.85%, respectively.
(A)	Not Annualized.
(B)	Annualized.

 

See accompanying notes to financial statements

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Firsthand Technology Value Fund, Inc.

Schedule of Investments

PORTFOLIO COMPANY
(% OF NET ASSETS)		SHARES/PAR
AND INDUSTRY	TYPE OF INVESTMENT	VALUE ($)			COST BASIS			VALUE
ALIPHCOM, INC. (5.9%) Consumer Electronics	Common Stock *(1)		2,128,005		$	10,108,024		$	11,278,426
CLOUDERA, INC. (0.3%) Software	Common Stock (1)		20,000			580,000			580,000
GILT GROUPE HOLDINGS, INC. (1.5%) Internet	Common Stock *(1)		198,841			4,558,112			2,908,407
HIGHTAIL, INC. (5.2%) Cloud Computing	Preferred Stock - Series E *(1)		2,268,602			9,999,998			9,999,998
HIKU LABS, INC. (0.3%) Consumer Electronics	Convertible Note (1) Matures September 2015 Interest Rate 5%		600,000			600,000			600,000
INTEVAC, INC. (0.8%) Other Electronics	Common Stock *		243,883			2,721,734			1,497,442
INTRAOP MEDICAL CORP. (12.9%)	Preferred Stock - Series A-1 *(1)(2)		6,800,000			6,800,000			6,074,440
Medical Devices	Preferred Stock - Series A-2 *(1)(2)		13,500,000			13,499,940			12,059,550
	Preferred Stock - Series B *(1)(2)		3,000,000			3,000,000			2,679,900
	Term Note (1)(2) Matures February 2016 Interest Rate 8%		3,000,000			3,000,000			3,000,000
	Convertible Note (1)(2) Matures July 2016 Interest Rate 15%		1,000,000			1,000,000			1,000,000
									24,813,890
INVENSENSE, INC. (4.0%) Semiconductors	Common Stock *		500,000			8,003,882			7,605,000
LAM RESEARCH CORP. (3.7%) Semiconductor Equipment	Common Stock		100,000			7,957,000			7,023,500
MATTSON TECHNOLOGY, INC. (6.7%) Semiconductor Equipment	Common Stock *		3,280,000			8,239,200			12,923,200
PHUNWARE, INC. (5.2%) Mobile Computing	Preferred Stock - Series E *(1)		3,257,328			9,999,997			9,999,997

 

See accompanying notes to financial statements

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Firsthand Technology Value Fund, Inc.

PORTFOLIO COMPANY
(% OF NET ASSETS)		SHARES/PAR
AND INDUSTRY	TYPE OF INVESTMENT	VALUE ($)			COST BASIS			VALUE
PIVOTAL SYSTEMS CORP. (10.7%)	Preferred Stock - Series C * (1)(2)		2,291,260		$	2,657,862		$	2,657,862
Semiconductor Equipment	Preferred Stock - Series B *(1)(2)		7,942,811			4,000,000			6,373,311
	Preferred Stock - Series A *(1)(2)		11,914,217			6,000,048			9,559,968
	Convertible Note (1)(2) Matures March 2016 Interest Rate 10%		2,000,000			2,000,000			2,000,000
									20,591,141
QMAT, INC. (6.3%) Advanced Materials	Preferred Stock Warrants - Series A *(1)(2)		2,000,000			0			558,539
	Preferred Stock - Series A *(1)(2)		12,000,240			12,000,240			11,441,701
									12,000,240
QUALCOMM, INC. (3.6%) Communications Equipment	Common Stock		100,000			7,496,400			6,934,000
SILICON GENESIS CORP. (2.7%) **	Preferred Stock - Series 1-F *(1)(2)		912,453			583,060			0
Intellectual Property	Common Stock Warrants *(1)(2)		37,982			6,678			0
	Common Stock *(1)(2)		921,892			169,045			0
	Preferred Stock - Series 1-D *(1)(2)		850,830			431,901			0
	Preferred Stock - Series 1-C *(1)(2)		82,914			109,518			0
	Preferred Stock - Series 1-E *(1)(2)		5,704,480			2,946,535			0
	Term Note (1)(2) Matures December 2016 Interest Rate 12%		3,000,000			3,000,000			3,000,000
	Convertible Note (1)(2)		1,250,000			1,610,753			1,250,000
	Common Stock Warrants *(1)(2)		5,000,000			0			0
	Convertible Note (1)(2)		1,000,000			1,000,000			1,000,000
	Common Stock Warrants *(1)(2)		3,000,000			0			0
									5,250,000
SUNRUN, INC. (3.7%)	Common Stock *(1)		674,820			6,417,495			7,021,637
Renewable Energy
TAPAD, INC. (3.8%)	Preferred Stock - Series B-2 *(1)		285,708			4,149,994			4,149,994
Advertising Technology	Preferred Stock - Series B-1 *(1)		280,048			2,999,986			3,155,637
									7,305,631

 

See accompanying notes to financial statements

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Firsthand Technology Value Fund, Inc.

PORTFOLIO COMPANY
(% OF NET ASSETS)		SHARES/PAR
AND INDUSTRY	TYPE OF INVESTMENT	VALUE ($)			COST BASIS			VALUE
TELEPATHY INVESTORS, INC. (2.1%)	Preferred Stock - Series A *(1)(3)		15,238,000		$	3,999,999		$	4,000,000
Consumer Electronics
TURN INC. (7.8%)	Preferred Stock - Series E (1)		1,798,562			15,000,007			15,000,007
Advertising Technology
UCT COATINGS, INC. (0.3%)	Common Stock Warrants *(1)		136,986			0			123
Advanced Materials	Common Stock *(1)		1,500,000			662,235			633,450
	Common Stock Warrants *(1)		33,001			0			30
	Common Stock Warrants *(1)		2,283			67			1
									633,604
VUFINE. INC. (0.3%)	Preferred Stock - Series A (1)(2)		5,000,000			500,000			500,000
Consumer Electronics	Common Stock (1)(2)		750,000			15,000			15,000
									515,000
WESTERN DIGITAL CORP. (1.9%)	Common Stock		40,000			4,484,380			3,640,400
Peripherals
WORKDAY, INC. (2.2%)	Common Stock, Class A *		50,000			4,145,614			4,220,500
Software
WRIGHTSPEED, INC. (5.6%)	Preferred Stock - Series C *(1)(3)		2,267,659			5,999,999			6,925,430
Automotive	Preferred Stock - Series D *(1)(3)		1,100,978			3,375,887			3,769,859
									10,695,289
TOTAL INVESTMENTS
(Cost $185,830,590)
—97.5%									187,037,309
OTHER ASSETS IN EXCESS
OF LIABILITIES — 2.5%									4,843,175
NET ASSETS — 100.0%								$	191,880,484

 

*	Non-income producing security.

**	On February 17, 2015, Silicon Genesis Corp. filed a Voluntary Petition for Chapter 11 protection under the U.S. Bankruptcy Code. The Fund currently is the sole secured creditor of Silicon Genesis.

(1)	Restricted security. Fair Value is determined by or under the direction of the Company’s Board of Directors (See note 3). (2) Controlled investments.

 

See accompanying notes to financial statements

 

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Firsthand Technology Value Fund, Inc. (the “Company”)

Notes to Financial Statements

MARCH 31, 2015 (UNAUDITED)

 

NOTE 1. THE COMPANY

 

Firsthand Technology Value Fund, Inc. (the “Company,” “us,” “our,” and “we”) is a Maryland corporation and an externally managed, non-diversified, closed-end management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company acquired its initial portfolio of securities through the reorganization of Firsthand Technology Value Fund, a series of Firsthand Funds, into the Company. The reorganization was completed on April 15, 2011. The Company commenced operations on April 18th, 2011. Under normal circumstances, the Company will invest at least 80% of its net assets for investment purposes in technology companies, which are considered to be those companies that derive at least 50% of their revenues from products and/or services within the information technology sector or the “cleantech” sector. Information technology companies include, but are not limited to, those focused on computer hardware, software, telecommunications, networking, Internet, and consumer electronics. While there is no standard definition of cleantech, it is generally regarded as including goods and services designed to harness renewable energy and materials, eliminate emissions and waste, and reduce the use of natural resources. In addition, under normal circumstances we will invest at least 70% of our total assets in privately held companies and in public companies with market capitalizations of less than $250 million. Our portfolio is primarily composed of equity and equity derivative securities of technology and cleantech companies (as defined above). These investments generally range between $1 million and $10 million each, although the investment size will vary proportionately with the size of the Company’s capital base. The Company’s shares are listed on the NASDAQ Global Market under the symbol “SVVC.”

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies followed in the preparation of the Company’s financial statements included in this report:

 

USE OF ESTIMATES. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

 

INTERIM FINANCIAL STATEMENTS. Interim financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements. Interim disclosures generally do not repeat those of the annual statements.

 

PORTFOLIO INVESTMENT VALUATIONS. Investments are stated at “value” as defined in the 1940 Act and in the applicable regulations of the Securities and Exchange Commission and in accordance with GAAP. Value, as defined in Section 2(a)(41) of the 1940 Act, is (i) the market value of 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 securities and assets. On March 31, 2015, our financial statements include venture capital investments valued at approximately $143.2 million. The fair values of our venture capital investments were determined in good faith by, or under the direction of, the Board of Directors of the Company (the “Board” or the “Board of Directors”). Upon sale of these investments, the values that are ultimately realized may be different from what is presently estimated. The difference could be material. Also see Note 6 regarding the fair value of the Company’s investments.

 

CASH AND CASH EQUIVALENTS. The Company considers liquid assets deposited with a bank, investments in money market funds, and certain short-term debt instruments with maturities of three months or less to be cash equivalents. These investments represent amounts held with financial institutions that are readily accessible to pay our expenses or purchase investments. Cash and cash equivalents are valued at cost plus accrued interest, which approximates market value.

 

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Firsthand Technology Value Fund, Inc.

Notes to Financial Statements - continued

MARCH 31, 2015 (UNAUDITED)

 

RESTRICTED SECURITIES. At March 31, 2015, we held $143,193,267 in restricted securities.

 

MILESTONE AND CONTINGENT PAYMENTS FROM SALE OF INVESTMENT. As indicated in Note 1, the Company acquired its initial portfolio through the reorganization of Firsthand Technology Value Fund, a series of Firsthand Funds, into the Company, which occurred on April 15, 2011. The assets transferred in the reorganization include a $40,231 contingent receivable originating from the sale of Solaicx, Inc. to MEMC Electronic Materials, Inc. for an initial cash payment plus possible future cash payments if certain milestone and contingent criteria are met. This milestone payment is valued based on an estimate. There can be no assurances as to how much of this amount we will ultimately realize or when it will be realized, if at all.

 

INCOME RECOGNITION. Dividend income is recorded on the ex-dividend date. Interest income is accrued as earned. Discounts and premiums on securities purchased are amortized over the lives of the respective securities. Other non-cash dividends are recognized as investment income at the fair value of the property received. When debt securities are determined to be non-income producing, the Company ceases accruing interest and writes off any previously accrued interest. These write-offs are recorded as a debit to interest income.

 

SHARE VALUATION. The net asset value (“NAV”) per share of the Company is calculated by dividing the sum of the value of the securities held by the Company, plus cash or other assets, minus all liabilities (including estimated accrued expenses), by the total number of shares outstanding of the Company, rounded to the nearest cent.

 

REALIZED GAIN OR LOSS AND UNREALIZED APPRECIATION OR DEPRECIATION OF PORTFOLIO INVESTMENTS. A realized gain or loss is recognized when an investment is disposed of and is computed as the difference between the Company’s cost basis in the investment at the disposition date and the net proceeds received from such disposition. Unrealized appreciation or depreciation is computed as the difference between the fair value of the investment and the cost basis of such investment.

 

INCOME TAXES. As we intend to continue to qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), the Company does not provide for income taxes. The Company recognizes interest and penalties in income tax expense.

 

FOREIGN CURRENCY TRANSLATION. The accounting records of the Company are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the rate of exchange of such currencies against U.S. dollars on the date of valuation.

 

SECURITIES TRANSACTIONS. Securities transactions are accounted for on the date the transaction for the purchase or sale of the securities is entered into by the Company (i.e., trade date).

 

CONCENTRATION OF CREDIT RISK. The Company places its cash and cash equivalents with financial institutions, and, at times, cash held in checking accounts may exceed the Federal Deposit Insurance Corporation insured limit.

 

OPTIONS. The Company is subject to equity price risk in the normal course of pursuing its investment objectives and may enter into options written to hedge against changes in the value of equities. The Company may purchase put and call options to attempt to provide protection against adverse price effects from anticipated changes in prevailing prices of securities or stock indices. The Company may also write put and call options. When the Company writes an option, an amount equal to the premium received by the Company is recorded as a liability and is subsequently adjusted to the current fair value of the option written.

 

Premiums received from writing options that expire unexercised are treated by the Company on the expiration date as realized gains from investments. The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or, if the premium is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security or currency in determining whether the Company has realized a gain or loss. The Company as writer of an option bears the market risk of an unfavorable change in the price of the security underlying the written option.

 

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Notes to Financial Statements - continued

MARCH 31, 2015 (UNAUDITED)

 

The market value of the Company’s written options as of March 31, 2015, can be found on the Schedule of Investments. The net realized gains/(loss) from written options and the net change in unrealized appreciation (depreciation) on written options for the quarter ended March 31, 2015 can be found on the Statement of Operations.

 

The number of option contracts written and the premiums received during the three months ended March 31, 2015 were as follows:

		CONTRACTS		RECEIVED
Options outstanding, beginning of year		—		$	—
Options written during period		2,200			837,392
Options expired during period		(500	)		(151,497	)
Options exercised during period		(1,700	)		(685,895	)
Options outstanding, end of year		—		$	—

 

The average volume of the Fund’s derivatives during the three months ended March 31, 2015 is as follows:

		Purchased Options (Contracts)		Warrants (Shares)		Written Options (Contracts)
Firsthand Technology Value Fund, Inc.		—		10,210,252		—

 

NOTE 3. BUSINESS RISKS AND UNCERTAINTIES

 

We plan to invest a substantial portion of our assets in privately-held companies, the securities of which are inherently illiquid. We also seek to invest in small publicly-traded companies that we believe have exceptional growth potential and to make opportunistic investments in publicly-traded companies, both large and small. In the case of investments in small publicly-traded companies, although these companies are publicly traded, their stock may not trade at high volumes, and prices can be volatile, which may restrict our ability to sell our positions. These privately held and publicly traded businesses tend to lack management depth, have limited or no history of operations and typically have not attained profitability. Because of the speculative nature of our investments and the lack of public markets for privately held investments, there is greater risk of loss than is the case with traditional investment securities.

 

We do not choose investments based on a strategy of diversification. We also do not rebalance the portfolio should one of our portfolio companies increase in value substantially relative to the rest of the portfolio. Therefore, the value of our portfolio may be more vulnerable to events affecting a single sector, industry or portfolio company and, therefore, may be subject to greater volatility than a company that follows a diversification strategy.

 

Because there is typically no public or readily-ascertainable market for our interests in the small privately-held companies in which we invest, the valuation of those securities is determined in good faith by the Valuation Committee, comprised of all members of the Board who are not “interested persons” of the Company, as such term is defined in Section 2(a)(19) of the 1940 Act, in accordance with our Valuation Procedures and is subject to significant estimates and judgments. The determined value of the securities in our portfolio may differ significantly from the values that would be placed on these securities if a ready market for the securities existed. Any changes in valuation are recorded in our Statement of Operations as “Net increase (decrease) in unrealized appreciation on investments.” Changes in valuation of any of our investments in privately-held companies from one period to another may be volatile.

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Firsthand Technology Value Fund, Inc.

Notes to Financial Statements - continued

MARCH 31, 2015 (UNAUDITED)

 

The Board may, from time to time, engage an independent valuation firm to provide it with valuation assistance with respect to certain of our portfolio investments. The Company intends to continue to engage an independent valuation firm to provide us with assistance regarding our determination of the fair value of select portfolio investments each quarter unless directed by the Board to cancel such valuation services. The scope of the services rendered by an independent valuation firm is at the discretion of the Board. The Board is ultimately and solely responsible for determining the fair value of the Company’s investments in good faith.

 

With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, the Board has approved a multi-step valuation process to be followed each quarter, as described below:

NOTE 4. INVESTMENT MANAGEMENT FEE

 

The Company has entered into an investment management agreement (the “Investment Management Agreement”) with Firsthand Capital Management, Inc., which was previously known as SiVest Group, Inc. (“FCM” or the “Adviser”), pursuant to which the Company will pay FCM a fee for providing investment management services consisting of two components—a base management fee and an incentive fee.

 

The base management fee will be calculated at an annual rate of 2.00% of our gross assets. For services rendered under the Investment Management Agreement, the base management fee will be payable quarterly in arrears. The base management fee will be calculated based on the average of (1) the value of our gross assets at the end of the current calendar quarter and (2) the value of our gross assets at the end of the preceding calendar quarter; and will be appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base management fees for any partial quarter will be pro-rated.

 

The incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Management Agreement, as of the termination date), commencing on April 15, 2011, and equals 20% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fees, provided that the incentive fee determined as of December 31, 2015, will be calculated for a period of shorter than twelve calendar months to take into account any realized gains computed net of all realized capital losses and unrealized capital depreciation from inception. As of March 31, 2015, accrued incentive fees totaled $3,232,981.

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Firsthand Technology Value Fund, Inc.

Notes to Financial Statements - continued

MARCH 31, 2015 (UNAUDITED)

 

NOTE 5. DEBT

 

The Company does not currently have any significant outstanding debt obligations (other than normal operating expense accruals).

 

NOTE 6. FAIR VALUE

 

Securities traded on, or quoted by, the NASDAQ Stock Market, Inc. (“NASDAQ”) are valued according to the NASDAQ official closing price. Securities traded on other stock exchanges, including the New York Stock Exchange (“NYSE”), are valued at their last reported sale price as of the close of trading of that exchange (normally 4:00 P.M. Eastern Time for the NYSE). If a security is not traded that day, the security will be valued at its most recent bid price.

 

Securities traded in the over-the-counter market, but not quoted by NASDAQ, are valued at the last sale price (or, if the last sale price is not readily available, at the most recent closing bid price as quoted by brokers that make markets in the securities) at the close of trading on the NYSE.

 

Securities traded both in the over-the-counter market and on a stock exchange are valued according to the broadest and most representative market.

 

Securities and other assets that do not have market quotations readily available are valued at their fair value as determined in good faith by the Board in accordance with the Valuation Procedures adopted by the Valuation Committee of the Board.

 

In pricing illiquid, privately placed securities, the Board of Directors is responsible for (1) determining overall valuation guidelines and (2) ensuring that the investments of the Company are valued within the prescribed guidelines.

 

The Valuation Committee of the Board is responsible for determining the valuation of the Company’s assets within the guidelines established by the Board of Directors. The Valuation Committee of the Board receives information and recommendations from the Adviser and an independent valuation firm.

 

The 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.

 

APPROACHES TO DETERMINING FAIR VALUE. GAAP 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). In effect, GAAP 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.

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Firsthand Technology Value Fund, Inc.

Notes to Financial Statements - continued

MARCH 31, 2015 (UNAUDITED)

 

 

FAIR VALUE MEASUREMENT. In accordance with the guidance from the Financial Accounting Standards Board on fair value measurements and disclosures under GAAP, the Company discloses the fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements).

 

The guidance establishes three levels of the fair value hierarchy as follows:

Level 1 -

Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the date of measurement.

Level 2 -

Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument in an inactive market, prices for similar instruments in an active or inactive market, interest rates, prepayment speeds, credit risks, yield curves, default rates, and similar data.

Level 3 -

Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Company’s own assumptions about the assumptions a market participant would use in valuing the asset or liability based on the best information available.

16

17

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The Company has elected, and intends to qualify annually, for the special tax treatment afforded RICs under the Code.  As provided in the Code, in any fiscal year in which a BDC so qualifies and distributes at least 90% of its taxable net income, the BDC (but not the shareholders) will be relieved of federal income tax on the income distributed.  Accordingly, no provision for income taxes has been made.  To avoid imposition of the excise tax applicable to regulated investment companies, the Company intends to declare as dividends in each calendar year at least 98% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the 12 months ended October 31) plus undistributed amounts, if any, from prior years.

 

The Company is subject to tax provisions that establish a minimum threshold for recognizing, and a system for measuring, the benefits of a tax position taken or expected to be taken in a tax return. Taxable years ending 2011, 2012, and 2013 remain open to federal and state audit. As of December 31, 2014, management has evaluated the application of these provisions to the Company and has determined that no provision for income tax is required in the Company’s financial statements for uncertain tax provisions.

 

NOTE 8.  INVESTMENT TRANSACTIONS

 

Investment transactions (excluding short-term investments) were as follows for the three months ended March 31, 2015.

 

 

NOTE 9.  INVESTMENTS IN AFFILIATES AND CONTROLLED INVESTMENTS

 

Under the 1940 Act, the Company is required to identify investments where it owns greater than 5% (but less than 25%) of the portfolio company’s outstanding voting shares as an affiliate of the Company. Also, under the 1940 Act, the Company is required to identify investments where it owns greater than 25% of the portfolio company’s outstanding voting shares as a controlled investment of the Company. A summary of the Company’s investments in affiliates and controlled investments for the period from December 31, 2014 through March 31, 2015, is noted below:

 

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As of March 31, 2015, Kevin Landis represents the Company and sits on the board of directors of IntraOp Medical, Inc.; Phunware, Inc.; Pivotal Systems, Inc.; QMAT, Inc.; Silicon Genesis Corporation; Telepathy, Inc.; Vufine, Inc.; and Wrightspeed, Inc. Serving on boards of directors of portfolio companies may cause conflicts of interest.  The Adviser has adopted various procedures to ensure that the Company will not be unfavorably affected by these potential conflicts.

 

NOTE 10.  TENDER OFFER

 

TENDER OFFER

In connection with our agreement with a shareholder, we agreed to commence an issuer tender offer for up to $20 million of our shares of common stock at a purchase price per share equal to 95% of the Fund’s net asset value per share (“NAV”) as of the close of ordinary trading on the NASDAQ Global Market on December 31, 2014 (the “Offer”). On December 22, 2014, the Fund commenced a tender offer to purchase up to $20 million of its issued and outstanding common shares for cash at a price per share equal to 95% of the NAV determined on December 31, 2014 ($23.2702 per share). The tender offer, which expired on January 22, 2015 at 12:00 midnight, New York City time, was oversubscribed. Because the number of shares tendered exceeded the maximum amount of its offer, the Fund purchased shares from tendering shareholders on a pro-rata basis based on the number of shares properly tendered. Of the 5,044,728 shares properly tendered, the Fund purchased 859,468 shares of common stock pursuant to the tender offer.

 

NOTE 11.  SILICON GENESIS BANKRUPTCY FILING

 

SILICON GENESIS

On February 17, 2015, Silicon Genesis Corp. filed a Voluntary Petition for Chapter 11 protection under the U.S. Bankruptcy Code. The Company currently is the only secured creditor of Silicon Genesis.

 

NOTE 12.  SUBSEQUENT EVENTS

The Adviser has evaluated events and transactions for potential recognition or disclosure and determined that there were no additional material events that would require additional disclosure through the date the financial statements were issued.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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FORWARD-LOOKING STATEMENTS

The matters discussed in this report, as well as in future oral and written statements by management of the Company, include forward-looking statements based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Forward-looking statements related to future events or our future financial performance. We generally identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other similar words. Important assumptions include our ability to originate new investments and to achieve certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans or objectives will be achieved. The forward-looking statements contained in this report include, without limitations, statements as to:

You should not place undue reliance on these forward-looking statements. The forward-looking statements made in this report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this report.

The following discussion should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this prospectus. In addition to historical information, the following discussion and other parts of this prospectus contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by such forward-looking information due to the factors discussed under “Risk Factors” and “Forward-Looking Statements” appearing elsewhere herein.

OVERVIEW

We are an externally managed, closed-end, non-diversified management investment company organized as a Maryland corporation that has elected to be treated as a BDC under the 1940 Act. As such, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities of private or micro-cap public U.S. companies, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. In addition, for tax purposes we have elected to be treated as a RIC under Subchapter M of the Code. FCM serves as our investment adviser and manages the investment process on a daily basis.

 

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Our investment objective is to seek long-term growth of capital, principally by seeking capital gains on our equity and equity-related investments. There can be no assurance that we will achieve our investment objective. Under normal circumstances, we invest at least 80% of our net assets for investment purposes in technology companies. We consider technology companies to be those companies that derive at least 50% of their revenues from products and/or services within the information technology sector or in the “cleantech” sector. Information technology companies include, but are not limited to, those focused on computer hardware, software, telecommunications, networking, Internet, and consumer electronics. While there is no standard definition of cleantech, it is generally regarded as including goods and services designed to harness renewable energy and materials, eliminate emissions and waste, and reduce the use of natural resources. In addition, under normal circumstances we invest at least 70% of our total assets in privately held companies and public companies with market capitalizations of less than $250 million. Our portfolio is primarily composed of equity and equity derivative securities of technology and cleantech companies (as defined above). These investments generally range between $1 million and $10 million each, although the investment size will vary proportionately with the size of our capital base. We acquire our investments through direct investments in private companies, negotiations with selling shareholders, and in organized secondary marketplaces for private securities.

While our primary focus is to invest in illiquid private technology and cleantech companies, we also may invest in micro-cap publicly traded companies. In addition, we may invest up to 30 percent of the portfolio in opportunistic investments that do not constitute the private companies and micro-cap public companies described above. These other investments may include investments in securities of public companies that are actively traded or in actively traded derivative securities such as options on securities or security indices. These other investments may also include investments in high-yield bonds, distressed debt, or securities of public companies that are actively traded and securities of companies located outside of the United States. Our investment activities are managed by FCM.

PORTFOLIO COMPOSITION

We make investments in securities of both public and private companies. Our portfolio investments consist principally of equity and equity-like securities, including common and preferred stock, warrants for the purchase of common and stock, and convertible debt. The fair value of our investment portfolio was approximately $187.0 million as of March 31, 2015 as compared to approximately $191.7 million as of December 31, 2014.

The following table summarizes the fair value of our investment portfolio by industry sector as of March 31, 2015 and December 31, 2014.

 

 

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MATURITY OF PRIVATE COMPANIES IN THE CURRENT PORTFOLIO

The Fund invests in private companies at various stages of maturity. As our portfolio companies mature, they move from the “early (development) stage” to the “middle (revenue) stage” and then to the “late stage.” We expect that this continuous progression may create a pipeline of potential exit opportunities through initial public offerings (IPOs) or acquisitions. Of course, some companies do not progress.

The illustration below describes typical characteristics of companies at each stage of maturity and where we believe our current portfolio companies fit within these categories. We expect some of our portfolio companies to transition between stages of maturity over time. The transition may be forward if the company is maturing and is successfully executing its business plan or may be backward if the company is not successfully executing its business plan or decides to change its business plan substantially from its original plan.

 

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RESULTS OF OPERATIONS

Comparison of the three months ended March 31, 2015 to the three months ended March 31, 2014.

INVESTMENT INCOME

For the three months ended March 31, 2015, we had investment income of $574,418 primarily attributable to interest accrued on convertible/term note investments with Silicon Genesis Corporation, Pivotal Systems and IntraOp Medical Corp.

For the three months ended March 31, 2014, we had interest income of $413,209 primarily attributable to interest accrued on convertible/term note investments with Silicon Genesis Corporation.

The higher level of interest income in the three months ended March 31, 2015 compared to the three months ended March 31, 2014 was due to new convertible/term note investments in IntraOp Medical Corp. and Pivotal Systems.

OPERATING EXPENSES

Gross operating expenses totaled approximately $1,289,808 during the three months ended March 31, 2015 and $1,820,646 during the three months ended March 31, 2014.

Significant components of gross operating expenses for the three months ended March 31, 2015, were management fee expense of $1,023,390 and professional fees (audit, legal, and consulting) of $135,074. Significant components of operating expenses for the three months ended March 31, 2014, were management fee expense of $1,291,989 and professional fees (audit, legal, accounting, and consulting) of $400,239.

The lower level of gross operating expenses for the three months ended March 31, 2015 compared to the three months ended March 31, 2014 is primarily attributable to a decrease in our total net assets, on which the investment advisory fees are based, and a decrease in professional fees.

NET INVESTMENT LOSS

The net investment income/(loss) was $(1,470,166) for the three months ended March 31, 2015 and $267,550 for the three months ended March 31, 2014.

The greater net investment loss in the three months ended March 31, 2015 compared to the three months ended March 31, 2014 is primarily due to an incentive fee adjustment. Each quarter that we are in a net realized/unrealized gain position, we must accrue for an incentive fee and adjust the fee quarterly based on investment appreciation/depreciation in that quarter. In the three months ended March 31, 2015, we increased our incentive fee accrual by $754,776 due to appreciation of our investments during the quarter. In the three months ended March 31, 2014, we reduced our incentive fee accrual by $1,674,987 due to depreciation of our investments during the quarter.

NET INVESTMENT REALIZED GAINS AND LOSSES AND UNREALIZED APPRECIATION AND DEPRECIATION

A summary of the net realized and unrealized gains and loss on investments for the three month periods ended March 31, 2015, and March 31, 2014, is shown below.

	As of March 31, 2015
Gross unrealized appreciation on portfolio investments	$	14,500,409
Gross unrealized depreciation on portfolio investments		(13,293,690	)
Net unrealized appreciation on portfolio investments	$	1,206,719

 

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	As of March 31, 2014
Gross unrealized appreciation on portfolio investments	$	46,252,810
Gross unrealized depreciation on portfolio investments		(15,344,886	)
Net unrealized depreciation on portfolio investments	$	30,907,924

During the three months ended March 31, 2015, we recognized net realized gains of approximately $1,320,687 from the sale of investments. Realized gains were substantially higher than those in the year-ago period due to no sales of securities during the quarter in 2014.

During the three months ended March 31, 2015, net unrealized appreciation on total investments increased by $2,299,884. The change in net unrealized appreciation and depreciation of our private investments is based on portfolio asset valuations determined in good faith by our Board of Directors. This change in net unrealized appreciation was primarily composed of an increase in the fair value of our portfolio companies, notably Mattson, Sunrun and IntraOp.

During the three months ended March 31, 2014, we recognized net realized gains of approximately $132 from a class action settlement.

During the three months ended March 31, 2014, net unrealized appreciation on total investments decreased by $8,290,197. The change in net unrealized appreciation and depreciation of our private investments is based on portfolio asset valuations determined in good faith by our Board of Directors. This change in net unrealized appreciation was primarily composed of a decrease in the fair value of our portfolio companies, notably Twitter.

INCOME AND EXCISE TAXES

It is our intent to continue to qualify as a RIC under Subchapter M of the Code; accordingly, the Company does not provide for income taxes. The Company does, however, recognize interest and penalties in income tax expense.

NET INCREASE/(DECREASE) IN ASSETS RESULTING FROM OPERATIONS AND CHANGE IN NET ASSETS PER SHARE

For the three months ended March 31, 2015, the net increase in net assets resulting from operations totaled $2,150,405 and basic and fully diluted net change in net assets per share for the three months ended March 31, 2015 was $0.28.

For the three months ended March 31, 2014, the net decrease in net assets resulting from operations totaled $8,022,515 and basic and fully diluted net change in net assets per share for the three months ended March 31, 2014 was $(0.88).

The larger increase in net assets resulting from operations for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014, is due primarily to an increase unrealized appreciation from investments, most notably the appreciation of Mattson, Sunrun and IntraOp.

DISTRIBUTION POLICY

Our board of directors will determine the timing and amount, if any, of our distributions. We intend to pay distributions on an annual basis out of assets legally available therefore. In order to qualify as a RIC and to avoid corporate-level tax on our income, we must distribute to our stockholders at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, on an annual basis. In addition, we also intend to distribute any realized net capital gains (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) at least annually.

 

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CONTRACTUAL OBLIGATIONS

The Fund does not have any Contractual Obligations that meet the requirements for disclosure under Item 303 of Regulation S-K.

OFF-BALANCE SHEET ARRANGEMENTS

The Fund does not have any Off-Balance Sheet Arrangements.

CRITICAL ACCOUNTING POLICIES

This discussion of our financial condition and results of operations is based upon our financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. The preparation of these financial statements will require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. In addition to the discussion below, we will describe our critical accounting policies in the notes to our future financial statements.

As a business development company, we generally invest in illiquid equity and equity derivatives of securities of venture capital stage technology companies. Under written procedures established by our board of directors, securities traded on stock exchanges, or quoted by NASDAQ, are valued according to the NASDAQ Stock Market, Inc. (“NASDAQ”) official closing price, if applicable, or at their last reported sale price as of the close of trading on the New York Stock Exchange (“NYSE”) (normally 4:00 P.M. Eastern Time). If a security is not traded that day, the security will be valued at its most recent bid price. Securities traded in the over-the-counter market, but not quoted by NASDAQ, are valued at the last sale price (or, if the last sale price is not readily available, at the most recent closing bid price as quoted by brokers that make markets in the securities) at the close of trading on the NYSE. Securities traded both in the over-the-counter market and on a stock exchange are valued according to the broadest and most representative market. We obtain these market values from an independent pricing service or at the mean between the bid and ask prices obtained from at least two brokers or dealers (if available, otherwise by a principal market maker or a primary market dealer). In addition, a large percentage of our portfolio investments are in the form of securities that are not publicly traded. The fair value of securities and other investments that are not publicly traded may not be readily determinable. We value these securities quarterly at fair value as determined in good faith by our board of directors. Our board of directors may use the services of a nationally recognized independent valuation firm to aid it in determining the fair value of these securities. The methods for valuing these securities may include: fundamental analysis (sales, income, or earnings multiples, etc.), discounts from market prices of similar securities, purchase price of securities, subsequent private transactions in the security or related securities, or discounts applied to the nature and duration of restrictions on the disposition of the securities, as well as a combination of these and other factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time, and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. Our net asset value could be adversely affected if our determinations regarding the fair value of our investments were materially higher than the values that we ultimately realize upon the disposal of such securities.

We record interest or dividend income on an accrual basis to the extent that we expect to collect such amounts. We do not accrue as a receivable interest on loans and debt securities if we have reason to doubt our ability to collect such interest. Loan origination fees, original issue discount, and market discount are capitalized, and we amortize any such amounts as interest income. Upon the prepayment of a loan or debt security, any unamortized loan origination is recorded as interest income. We will record prepayment premiums on loans and debt securities as interest income when we receive such amounts.

We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

 

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From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by us as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial statements upon effectiveness.

Inflation has not had a significant effect on our results of operations in any of the reporting periods presented herein. However, our portfolio companies have experienced, and may in the future experience, the impacts of inflation on their operating results.

SUBSEQUENT EVENTS

Subsequent to the close of the fiscal quarter on March 31, 2015, and through the date of the issuance of the financial statements included herein, a number of material events related to our portfolio of investments occurred, consisting primarily of the purchase and sale of securities. Since that date, we have purchased public securities with an aggregate cost of approximately $4.0 million and private securities with an aggregate cost of $3.0 million. Since that date, we have also sold public securities with an aggregate cost of $8.0 million.

On May 8, 2015, the Board of Directors of Firsthand Technology Value Fund, Inc. (“SVVC”) approved the formation of a fully owned subsidiary of SVVC named Firsthand Venture Investors (“FVI”). SVVC will contribute substantially all of its assets to FVI in return for ownership interest in FVI. The transaction is expected to close after the close of business on June 30, 2015. Following the closing of the transaction, SVVC will have all or substantially all of its investment activities conducted through FVI. The Board believes this new structure has the potential to improve the operational and tax efficiency of SVVC.

The Company’s business activities contain elements of risk. We consider the principal types of market risk to be valuation risk and small company investment risk.

VALUATION RISK

Value, as defined in Section 2(a)(41) of the 1940 Act, is (i) the market price for those securities for which market quotations are readily available and (ii) fair value as determined in good faith by, or under the direction of, the Board of Directors for all other assets.

Because there is typically no public market for our interests in the small privately-held companies in which we invest, the valuation of the securities in that portion of our portfolio is determined in good faith by our Board of Directors with the assistance of our Valuation Committee, comprised of the independent members of our Board of Directors, in accordance with our Valuation Procedures. In addition, the Board of Directors may use the services of a nationally recognized independent valuation firm to aid it in determining the fair value of some of these securities. In the absence of a readily ascertainable market value, the determined value of our portfolio of securities may differ significantly from the values that would be placed on the portfolio if a ready market for such securities existed. Determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment, although our valuation policy is intended to provide a consistent basis for determining fair value of the portfolio investments. The methods for valuing these securities may include: fundamental analysis (sales, income, or earnings multiples, etc.), discounts from market prices of similar securities, purchase price of securities, subsequent private transactions in the security or related securities, or discounts applied to the nature and duration of restrictions on the disposition of the securities, as well as a combination of these and other factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time, and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed.

Furthermore, changes in valuation of any of our investments in privately-held companies from one period to another may be volatile.

 

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Investments in privately held, immature companies are inherently more volatile than investments in more mature businesses. Such immature businesses are inherently fragile and easily affected by both internal and external forces.

Our portfolio companies can lose much or all of their value suddenly in response to an internal or external adverse event. Conversely, these immature businesses can gain suddenly in value in response to an internal or external positive development.

The values assigned to our assets are based on available information and do not necessarily represent amounts that might ultimately be realized, as these amounts depend on future circumstances and cannot be reasonably determined until the individual investments are actually liquidated or become readily marketable. Upon sale of investments, the values that are ultimately realized may be different from what is presently estimated. This difference could be material.

PRIVATELY PLACED SMALL COMPANIES RISK

The Company invests in small companies, and its investments in these companies are considered speculative in nature. The Company’s investments often include securities that are subject to legal or contractual restrictions on resale that adversely affect the liquidity and marketability of such securities. As a result, the Company is subject to risk of loss which may prevent our shareholders from achieving price appreciation, dividend distributions and return of capital.

WE CURRENTLY HOLD A PORTION OF OUR ASSETS IN CASH

As of March 31, 2015, a portion of the Company’s assets (approximately 3%) is invested in cash and/or cash equivalents, which are expected to earn low yields. Given the current low interest rate environment, to the extent the management fee and other operating expenses exceed interest income on the cash holdings of the Company, the Company may experience losses. Furthermore, the investment advisory fee payable by us will not be reduced while our assets are invested in cash-equivalent securities.

In some cases, particularly for primary transactions, it is to our advantage to hold sufficient cash reserve so that we can make additional subsequent investments in these companies in order to (a) avoid having our earlier investments become diluted in future dilutive financings, (b) invest additional capital into existing portfolio companies in case additional investments are necessary, and/or (c) exercise warrants, options, or convertible securities that were acquired as part of the earlier transactions. For this reason, in the case of primary transactions (as opposed to secondary transactions where we do not buy the securities from the issuing companies but instead from existing stockholders), we typically reserve cash in an amount at least equal to our initial investment for such follow-on opportunities. Cash reserves held with respect to a particular investment should, therefore, decline as it is held longer, and will typically not be needed once that portfolio company becomes public or we determine it is no longer in our best interest to make investments in such portfolio company.

We may from time to time liquidate various investments. We are required to distribute substantially all of our net realized gains to stockholders on an annual basis and, therefore, will generally hold the proceeds of liquidated investments in cash pending its distribution.

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ITEM 4.  CONTROLS AND PROCEDURES.

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PART II.  OTHER INFORMATION

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ITEM 1.  LEGAL PROCEEDINGS.

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We are not a party to any material pending legal proceeding, and no such proceedings are known to be contemplated.

 

ITEM 1A.  RISK FACTORS.

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There have been no material changes from risk factors as previously disclosed in our Form 10-K for the period ended December 31, 2014 in response to Item 1A of Part 1 of Form 10-K.

 

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

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None.

 

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

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None.

 

ITEM 4.  MINE SAFETY DISCLOSURES.

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None.

 

ITEM 5.  OTHER INFORMATION.

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None.

 

ITEM 6.  EXHIBITS.

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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 thereunto duly authorized.

 

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EXHIBIT INDEX