SuRo Capital(SSSS) - 2022 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION Condensed Consolidated Financial Statements The company's NAV per share fell to $7.83 amid a significant net loss driven by unrealized investment depreciation Condensed Consolidated Statements of Assets and Liabilities Net assets decreased to $221.8 million from $364.8 million, with NAV per share falling to $7.83 from $11.72 Condensed Consolidated Statements of Assets and Liabilities (Unaudited) | Metric | September 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Total Portfolio Investments | $157,747,892 | $260,136,253 | | Investments in U.S. Treasury bills | $99,226,000 | — | | Total Investments | $256,973,892 | $260,136,253 | | Cash | $39,652,608 | $198,437,078 | | Total Assets | $298,861,844 | $462,315,827 | | Total Liabilities | $77,078,233 | $97,469,203 | | Net Assets | $221,783,611 | $364,846,624 | | Net Asset Value Per Share | $7.83 | $11.72 | Condensed Consolidated Statements of Operations The company reported a net loss from operations of $(119.8) million, impacted by unrealized investment depreciation Statement of Operations Highlights (Nine Months Ended September 30) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Total Investment Income | $1,993,242 | $1,090,088 | | Total Operating Expenses | $13,838,068 | $8,190,884 | | Net Investment Loss | $(11,844,826) | $(7,100,796) | | Net Realized (Loss)/Gain on Investments | $(4,011,047) | $172,306,990 | | Net Change in Unrealized (Depreciation) of Investments | $(103,929,610) | $(8,598,363) | | Net Change in Net Assets Resulting from Operations | $(119,785,483) | $156,607,831 | | Basic EPS | $(3.92) | $6.39 | Condensed Consolidated Statements of Changes in Net Assets Net assets decreased by $143.1 million, driven by a $(119.8) million net loss and $(21.5) million in stock repurchases - For the nine months ended September 30, 2022, net assets decreased by $143.1 million, from $364.8 million to $221.8 million[16][18] - Key drivers of the change in net assets for the nine months ended September 30, 2022 include a net loss from operations of $(119.8) million and repurchases of common stock totaling $(21.5) million[16][18] Condensed Consolidated Statements of Cash Flows Net cash decreased by $158.8 million due to operating and financing activities, ending the period at $39.7 million Cash Flow Summary (Nine Months Ended September 30, 2022) | Cash Flow Activity | Amount | | :--- | :--- | | Net Cash Used in Operating Activities | $(111,078,342) | | Net Cash Used in Financing Activities | $(47,706,128) | | Total Decrease in Cash Balance | $(158,784,470) | | Cash Balance at Beginning of Year | $198,437,078 | | Cash Balance at End of Period | $39,652,608 | Condensed Consolidated Schedule of Investments Total investments stood at $257.0 million, with the portfolio led by Course Hero, Inc at $56.7 million Total Investments at Fair Value | Date | Fair Value | | :--- | :--- | | September 30, 2022 | $256,973,892 | | December 31, 2021 | $260,136,253 | Top 5 Portfolio Investments by Fair Value (as of Sep 30, 2022) | Portfolio Company | Fair Value | % of Net Assets | | :--- | :--- | :--- | | Course Hero, Inc. | $56,707,702 | 25.57% | | Blink Health, Inc. | $10,754,133 | 4.85% | | Orchard Technologies, Inc. | $10,499,996 | 4.73% | | Whoop, Inc. | $8,286,482 | 3.74% | | Aspiration Partners, Inc. | $6,771,634 | 3.05% | - The portfolio is categorized into Non-controlled/non-affiliate ($131.7M), Non-controlled/affiliate ($12.3M), and Controlled investments ($13.7M) as of September 30, 2022[24][26][27] Notes to Condensed Consolidated Financial Statements The notes detail the company's BDC/RIC status, fair value policies, debt, and equity activities - The company is an internally-managed, non-diversified closed-end management investment company regulated as a BDC and has elected to be treated as a RIC for tax purposes[44] - The majority of the Company's investments are classified as Level 3, valued using significant unobservable inputs, requiring a high degree of judgment[59] - As of September 30, 2022, the company had $75.0 million in aggregate principal of 6.00% Notes due 2026 outstanding[196][202] - During the nine months ended September 30, 2022, the Company repurchased 1,008,676 shares under its Share Repurchase Program and an additional 2,000,000 shares through a Modified Dutch Auction Tender Offer[155][157] - Subsequent to the quarter end, through November 8, 2022, the company received proceeds of $0.6 million from the sale of investments[227] Management's Discussion and Analysis of Financial Condition and Results of Operations Management attributes the net loss to market volatility while noting a strong liquidity position and key capital activities Portfolio and Investment Activity The company invested $13.4 million, primarily in Whoop, Inc, and realized a $(4.0) million net loss from exits Investment Funding (Nine Months Ended Sep 30, 2022) | Portfolio Company | Investment Type | Gross Payments | | :--- | :--- | :--- | | Whoop, Inc. | Preferred Shares, Series C | $10,000,000 | | Xgroup Holdings Limited | Convertible Note 6% | $1,000,000 | | Shogun Enterprises, Inc. | Convertible Note 0.5% | $500,000 | | EDGE Markets, Inc. | Preferred Shares, Series Seed | $500,000 | | Orchard Technologies, Inc. | SAFE | $500,000 | | Total (incl. others) | | $13,415,076 | Investment Exits/Proceeds (Nine Months Ended Sep 30, 2022) | Portfolio Company | Net Proceeds | Realized Gain/(Loss) | | :--- | :--- | :--- | | Rover Group, Inc. | $3,710,895 | $1,524,188 | | NewLake Capital Partners, Inc. | $1,102,346 | $175,196 | | Enjoy Technology, Inc. | $246,134 | $(5,280,642) | | Rent the Runway, Inc. | $480,969 | $(1,190,461) | | Total (incl. others) | $7,776,744 | $(3,999,964) | Results of Operations A net investment loss of $(11.8) million and unrealized depreciation of $(103.9) million drove a net asset decrease - Operating expenses for the nine months ended Sep 30, 2022, increased to $13.8 million from $8.2 million in the prior year, primarily due to increased interest expense, professional fees, and compensation[276] - The net realized loss on investments was $(4.0) million for the nine months ended Sep 30, 2022, compared to a net realized gain of $172.3 million in the same period of 2021[280] - Net change in unrealized depreciation was $(103.9) million for the nine months ended Sep 30, 2022, with significant depreciation from Course Hero, Inc, Forge Global Holdings, Inc, and Nextdoor Holdings, Inc[285][286] Liquidity and Capital Resources The company held $154.3 million in cash and liquid securities, supported by debt offerings and an ATM program Cash Reserves and Liquid Securities | Component | September 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Cash | $39,652,608 | $198,437,078 | | U.S. Treasury bills | $99,226,000 | — | | Securities of publicly traded portfolio companies | $15,391,229 | $44,573,225 | | Total | $154,269,837 | $243,010,303 | - On August 8, 2022, the company commenced a modified "Dutch Auction" tender offer and subsequently repurchased 2,000,000 shares at $6.60 per share[304][305] - As of September 30, 2022, approximately $16.4 million remained available for purchase under the Share Repurchase Program, which was extended to October 31, 2023[290][302] - The company has $75.0 million in notes payable due in 3-5 years related to its 6.00% Notes due 2026[301] Quantitative and Qualitative Disclosures About Market Risk The company's primary market risks are valuation of illiquid private investments and interest rate fluctuations - The company's primary risk is valuation risk, as its investments in private, illiquid growth companies are valued in good faith by the Board of Directors and are subject to significant judgment and fluctuation[327][328] - The company is subject to interest rate risk, but as of September 30, 2022, all of its debt investments and outstanding borrowings bore fixed rates of interest[329][330] Controls and Procedures Management concluded that disclosure controls and procedures were effective with no material changes in internal controls - The CEO and CFO concluded that as of September 30, 2022, the company's disclosure controls and procedures were effective[331] - No material changes to internal control over financial reporting occurred during the fiscal quarter ended September 30, 2022[332] PART II. OTHER INFORMATION Legal Proceedings The company is not currently subject to any material legal proceedings - The company is not currently a party to any material legal proceedings[334] Risk Factors No material changes to risk factors were reported since the last annual report - There have been no material changes to the risk factors discussed in the company's annual report on Form 10-K for the fiscal year ended December 31, 2021[335] Unregistered Sales of Equity Securities and Use of Proceeds The company repurchased over 3 million shares through its program and a Dutch Auction tender offer - The company did not sell any unregistered equity securities during the period[337] Issuer Purchases of Equity Securities (Nine Months Ended Sep 30, 2022) | Period | Total Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | March 2022 | 153,517 | $8.86 | | April 2022 | 431,134 | $8.57 | | May 2022 | 250,000 | $8.09 | | June 2022 | 174,025 | $6.76 | | September 2022 | 2,000,000 | $6.60 | | Total | 3,008,676 | | - The September 2022 purchase of 2,000,000 shares was conducted via a modified "Dutch Auction" tender offer[338][339] Defaults Upon Senior Securities None - None[341] Mine Safety Disclosures Not applicable - Not applicable[342] Other Information Not applicable - Not applicable[343] Exhibits This section lists filed exhibits, including indentures, agreements, and required CEO/CFO certifications - Key exhibits filed include the Second Supplemental Indenture for the 6.00% Notes due 2026, new Custody Agreements with U.S. Bank, and CEO/CFO certifications under Sarbanes-Oxley[345]