Rand Capital Corporation (NASDAQ:RAND) Q2 2025 Earnings Call Transcript

Rand Capital Corporation (NASDAQ:RAND) Q2 2025 Earnings Call Transcript August 4, 2025

Operator: Greetings, and welcome to Rand Capital Corporation’s Second Quarter Fiscal Year 2025 Financial Results Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Mr. Craig Mychajluk, Investor Relations. Thank you. You may begin.

Craig Mychajluk: Thank you, and good afternoon, everyone. We appreciate your interest in Rand Capital and for joining us today for our second quarter 2025 financial results conference call. On the line with me are Dan Penberthy, our President and Chief Executive Officer; and Margaret Brechtel, our Executive Vice President and Chief Financial Officer. A copy of the release and slides that accompany our conversation is available at randcapital.com. If you’re following along with the slide deck, please turn to Slide 2, where I’d like to point out some important information. As you are likely aware, we may make forward-looking statements during this presentation. These statements apply to future events that are subject to risks and uncertainties as well as other factors that could cause actual results to differ from where we are today.

You can find a summary of these risks and uncertainties and other factors in the earnings release, and other documents filed by the company with the Securities and Exchange Commission. These documents can be found on our website or at sec.gov. During today’s call, we’ll also discuss some non-GAAP financial measures. We believe these will be useful in evaluating our performance. You should not consider the presentation of this additional information in isolation or as a substitute for results in accordance with generally accepted accounting principles. We have provided reconciliations of non-GAAP measures with comparable GAAP measures in the tables that accompany the earnings release. With that, please turn to Slide 3, and I’ll hand the discussion over to Dan.

Dan?

Daniel Patrick Penberthy: Thank you, Craig, and good afternoon, everyone. The overall investment environment remained muted during this quarter with limited new deal flow, stalled M&A transactions, and borrowers continuing to face higher financing costs as well as more selective underwriting by their commercial senior lenders. This dynamic has led to delays in refinancing activity and prompted a more conservative posture across much of our portfolio. That said, Rand did deliver positive second quarter results, underscoring the depth of our portfolio. We have maintained our underwriting standards and continue to prioritize measured risk-adjusted capital deployment. Net investment income was $2.5 million or $0.83 per share, driven primarily by a noncash reversal of a capital gains incentive fee tied to unrealized depreciation, most notably related to our investment in Tilson, which we will discuss later.

Q&A Session

Total investment income was $1.6 million, reflecting a continued slowdown in originations and elevated repayments, trends that have been echoed across the BDC sector for the first 6 months of 2025. Many portfolio companies remain cautious and have experienced tightened senior credit facilities amidst a volatile economic environment in which they are selling their goods and services. This has contributed to their increased reliance on PIK interest or payment-in-kind interest. Looking at the first 6 months of the year, approximately $1.2 million of interest income was PIK, representing about 1/3 of total investment income. We are actively monitoring this trend as we assess overall portfolio health and forward return expectations. Despite these headwinds, we exited the quarter with approximately $25 million in total liquidity and no outstanding bank debt, positioning us well to take advantage of new opportunities as market activity rebounds.

Please now turn to Slide 4. Even as market conditions remain fluid, we remain focused on protecting and sustaining our dividend. Our ability to support consistent quarterly dividends even through periods of lower investment activity demonstrate the strength of our portfolio. So far this year, we have declared 3 quarterly dividends of $0.29 per share. Notably, the total dollar amount rather paid to shareholders had increased in 2025, reflecting the higher number of shares outstanding following our fourth quarter 2024 dividend, which was paid in part using common stock. That stock component increased our total shares outstanding to nearly 3 million and thus increased our total distributable shares accordingly. Turning to Slide 5. You’ll see the current breakdown of our portfolio between debt and equity, along with some of the recent shifts that have taken place.

At June 30, 2025, our portfolio was valued at $52.4 million, down sequentially and from year-end. This reduction was driven by both repayments and valuation adjustments across multiple portfolio companies, most significantly, Tilson Technologies. As previously noted, Tilson did file for bankruptcy under Chapter 11 during the quarter. This resulted following a contract dispute with its major customer. We now understand that the two parties are also now actively litigating this matter in the courts. As a result, we recorded a $9.5 million reduction in the fair value of that investment at quarter end. Overall, the portfolio mix remains tilted towards income-generating debt investments, which did account for 86% of the portfolio by fair value, while equity investments rounded out representing 14%.

The annualized weighted average yield on debt investments inclusive of PIK, was 12.2% at quarter end. As noted on Slide 6, during the quarter, we made one follow-on equity investment of $35,000 into Carolina Skiff as part of a capital infusion to support their boat building and business operations. We have placed a fair value of $800,000 on this investment at quarter end. We did not have any realized exits during the period following the first quarter activity, which had seen 3 meaningful portfolio repayments. As mentioned, the decline in total fair value this quarter reflects both the Tilson adjustments and more much broader portfolio valuation pressure. I want to clarify on the Tilson valuation that as we identify also in our 10-Q that we do carry 2 separate Tilson investments.

The larger Tilson entity is the operating company which specializes in installing fiber optics in major cities for major Internet providers. This is the one that filed for bankruptcy protection and the one in which we reduce the value. The other remaining investment is an investment in Tilson SQF for which we are reflecting a fair value of $2.0 million. SQF is a separate legal entity from Tilson and not part of the bankruptcy filing. SQF is an entity that owns telecommunication tower assets, and they continue to operate, and we believe they retain value. More importantly, they have positive customer cash flows independent of Tilson’s operations and that bankruptcy. Please turn to Slide 7, which shows our portfolio industry classification. As of June 30, 2025, our portfolio remained invested across a number of sectors with modest shifts from the prior quarter.

Professional services continues to represent the largest industry exposure at 37%, down from 45% at the end of Q1, largely reflecting the valuation adjustment to our investment in Tilson. We saw growth in consumer products, which increased to 25% and modest gains in distribution, manufacturing and health and wellness. These changes were primarily driven by fair value movements and the relative impact of repayments. Our sector mix continues to reflect our strategy of building a portfolio of income-generating assets while maintaining exposure to resilient scalable businesses. We believe this balanced portfolio structure strengthens our ability to navigate shifting market dynamics and support long-term portfolio stability. While we face the recurring challenge of successful companies accessing cheaper senior bank debt and repaying our subordinated investments, this does reflect the natural life cycle of our strategy and is a positive validation of our model.

Slide 8 highlights our top 5 portfolio companies. As of June 30, these holdings represent $28.7 million or 55% of the total portfolio fair value and includes a mix of consumer products, distribution and services businesses. Following our Tilson valuation change, Seybert’s or The Rack Group, has now moved into our largest position and was valued at $8.1 million or representing 16% of the portfolio. That business continues to perform well, generating strong income and value for us through a combination of both current interest income and equity value. Food Service Supply at $7.0 million remains a key contributor in commercial kitchen build-outs and renovations. Others such as INEA, Caitec and FCM Industries round out this list across different industry sectors and also have attractive yield components.

Notably, all 5 investments are structured with debt instruments yielding between 12% and 14%, many also contain these PIK features. We believe these investments will continue to perform and will contribute to long-term shareholder value. With that, I’ll now turn it over to Margaret to walk you through our financials in more detail.

Margaret Whalen Brechtel: Thanks, Dan, and good afternoon, everyone. I will start on Slide 10, which provides an overview of our financial summary and operational highlights for the second quarter of 2025. Total investment income was $1.6 million, a 25% decrease compared with the prior year period. This decline was primarily driven by a reduction in interest income due to the repayment of 5 debt instruments over the past year, along with lower dividend income. During the quarter, 14 portfolio companies contributed to investment income compared to 22 companies in the same period last year. Total benefits were $864,000 compared with an expense of $2.7 million in last year’s second quarter. This improvement was primarily due to a $1.5 million capital gain incentive fee reversal, which offset other expense categories.

Additionally, we saw lower interest expense and a decline in our base management fees, reflecting the impact of portfolio repayments and valuation adjustments. Excluding incentive fee benefit, adjusted expenses, which is a non-GAAP financial measure, were $626,000, a 38% decrease year- over-year. Net investment income totaled $2.5 million or $0.83 per share in the second quarter of 2025 compared with a loss of $517,000 or $0.20 per share in the second quarter of 2024. Excluding the capital gains incentive fee benefit, which is a non-GAAP financial measure, adjusted net investment income per share was $0.33 compared with $0.44 per share last year, primarily due to lower investment income. On Slide 11, you will see a waterfall chart that illustrates the change in net asset value for the second quarter.

At quarter end, our net asset value was $56.7 million, down from $65.3 million at March 31, 2025. This decline reflects the $9.5 million unrealized loss on Tilson that Dan spoke about as well as other valuation adjustments across the portfolio. We believe these changes reflect an appropriate valuation of our portfolio fair market value at June 30, 2025. It is important to note that our dividend declaration and distribution reduced our net asset value by approximately $861,000 during the quarter. As a result, net asset value per share at June 30, 2025, was $19.10, as highlighted on Slide 12. We ended the quarter with $4.4 million in cash, up significantly from $835,000 at year-end 2024. We had no debt outstanding on our senior secured revolving credit facility.

While the borrowing base formula provided approximately $20 million of unused availability as of June 30, 2025. We have the capacity to increase this to a total of $25 million, subject to certain borrowing criteria and portfolio eligibility requirements through its 2027 maturity. With no leverage outstanding and a strong liquidity position, we are well equipped to support new investments and respond to evolving market conditions. Last week, on July 28, the board declared a regular quarterly cash dividend of $0.29 per share, payable on or about September 12, 2025, to shareholders of record as of August 29, 2025. With that, I will turn the discussion back over to Dan.

Daniel Patrick Penberthy: Thanks, Margaret. And moving on to Slide 13. We continue to execute our long-term strategy with a focus on income generation and capital preservation. As market conditions begin to stabilize, we are already encouraged by early signs that may lead to stronger deal activity in the second half of the year. In the meantime, we are prioritizing yield-focused debt investments and maintaining a disciplined underwriting standards. As always, we are managing through volatility with a long-term lens, and we remain committed to creating value for shareholders through proactive oversight and prudent capital allocation. While Q2 did not include meaningful new investment activity, we have the balance sheet strength, access to capital and organizational flexibility to move quickly as quality transactions emerge.

The ability to maintain these patients for the right investment opportunities and maintain our dividend is key to our strategy in this environment. To close, I want to reiterate our confidence in Rand’s long-term strategy. While the investment environment does remain cautious as do we, our portfolio companies are generally holding up well, and our liquidity position provides meaningful flexibility for the future. We’re seeing signs of stabilization and deal flow across the BDC sector, and as that momentum builds, we are prepared to deploy capital in ways that will continue to support earnings, NAV growth and dividend stability. Thank you again for your continued interest and support. We look forward to updating you on the progress during our third quarter call in November, and have a wonderful day.

Operator: This concludes today’s conference. You may disconnect your lines at this time, and we thank you for your participation.