Rand Capital Corporation (NASDAQ:RAND) Q3 2025 Earnings Call Transcript

Rand Capital Corporation (NASDAQ:RAND) Q3 2025 Earnings Call Transcript November 7, 2025

Operator: Greetings. Welcome to Rand Capital Corporation Third Quarter Fiscal Year 2025 Financial Results Conference Call. [Operator Instructions] Please note, this conference is being recorded. I will now turn the conference over to Craig Mychajluk, Investor Relations. Please proceed.

Craig Mychajluk: Thank you, and good morning, everyone. We appreciate your interest in Rand Capital and for joining us today for our third 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. 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 today’s earnings release.

Craig Mychajluk: With that, please turn to Slide 3, and I’ll hand the discussion over to Dan. Dan?

Daniel Penberthy: Thank you, Craig, and good morning. I want to emphasize how we have been navigating a market that continues to present challenges. New deal origination across the BDC landscape does remain sluggish and borrowers are still contending with tighter senior credit conditions and higher financing costs. Thus, we have had to be patient and selective in our deal origination. However, I believe we are seeing some positive turns now in our favor. We’ve remained somewhat active in the quarter and deployed $2.9 million in new and follow-on investments. We are also seeing, as many peers have noted a greater use of PIK or PIK interest by borrowers as they adapt to today’s financing environment. This is something we monitor carefully and will need to reduce over time, but it also reflects the flexibility that our capital can provide and helping companies bridge through tighter credit markets.

Q&A Session

Most importantly, we finished the quarter with nearly $28 million in liquidity and no debt outstanding under our senior credit facilities. That kind of balance sheet strength is our real differentiator in this environment. It gives us the flexibility to support our dividend, remain patient when deal flow is muted and quickly move when compelling opportunities arise. Even though total investment income declined year-over-year, the steps we have taken to control expenses enabled us to grow net investment income. This quarter really underscored our ability to execute with discipline and maintain a resilience in our dividend for our shareholders. Please now turn to Slide 4. I want to highlight the consistency of that dividend. We declared and paid our regularly quarterly distribution of $0.29 per share, marking the third consecutive quarter at this level.

We recognize how important this income stream is for our shareholders, and we are proud that we have been able to sustain it even as new investment activity has slowed. One of the advantages of our model is that it is built to support this dividend through different parts of the economic cycle. Even in periods when repayments outweigh new originations, our expense management and strong liquidity allow us to maintain the payout. Many BDCs talk about dividend stability as a marker of portfolio strength and the strength and quality of the BDC. We believe our results demonstrate exactly that. Moving to Slide 5. Let’s take a closer look at our portfolio. At September 30, our investments had a fair value of $44.3 million across 19 companies. That represents a decline from year-end and sequentially, largely due to significant repayments from our portfolio companies and some valuation adjustments.

Our mix at quarter end was 83% debt and 17% equity with a weighted average yield of 12.2%. That yield reflects the sub-debt investing nature of our portfolio structure. As we move to Slide 6, I will touch on the puts and takes in the portfolio this quarter. We stayed selective, yet active, adding 1 new investment, and we supported an existing portfolio company. First, the new investment, we committed $2.5 million to BlackJet Direct Marketing, structured as a $2.25 million term loan at 14%, plus 1% PIK interest. We also contributed or invested rather a $250,000 equity investment alongside our debt instrument. BlackJet focuses on targeted direct mail for the travel and tourism, home services and legal services verticals. These are areas where precise customer acquisition remains critical and where our capital can support growth also delivering an attractive risk-adjusted return for Rand.

Equally important to the financial aspects of the transaction was the involvement of the lead equity sponsor and our sub-debt co-investor, both of whom we have partnered with and our deal team had on prior transactions. We also funded a $400,000 follow-on investment in a debt instrument to food service supply. That business specializes in design, distribution and installation work for commercial kitchen renovations and new builds. It does remain a contributor to our income, which supports our dividend. After quarter end valuation adjustments, our total debt and equity investment in FSS stood at a fair value of $4.3 million. On the realized side, activity was meaningful. Seybert’s or The Rack Group repaid $7.6 million of principal. We continue rather to hold an equity position in Seybert’s with a value of $500,000.

That preserves our participation in the business’ long-term potential. Seybert’s or the Rack Group’s repayment illustrates the natural progression of a growing enterprise as operational success within the portfolio company translates into their sustained revenue and profit growth, the business becomes eligible for a more favorable commercial bank financing, which is often taken on to refinance prior obligations such as Rand’s debt. This does support further development and growth in the company and that is a key critical item to why we hold these equity interest, which we will directly benefit from. We also exited Lumious, receiving $713,000 in loan and principal, recognizing a $77,000 realized loss. It is a small step back, but it does return capital in excess of our prior quarter’s valuation, and we can redeploy these funds into new opportunities.

And finally, we recognized a $2.9 million realized loss on Tilson Technology Management following its Chapter 11 process and asset sales, we had valued this at $0 during the prior quarter so this was posted as a realized loss now. While Tilson’s outcome was disappointing, it’s important to note that our separate investment in SQF Holdco, which is now called Verta is not part of the Tilson bankruptcy. This remains on the books of Rand at $2.0 million and continues to operate independently. Verta stands for vertical infrastructure, think 5G antennas on telephone poles or cell towers or on the top of water towers for businesses like T-Mobile. Stepping back now, this mix of new deployment, support of follow-on and repayments is exactly how our model is designed to work, recycling capital for maturities and exits into yield orientated structures.

It does keep the portfolio resilient while preserving the optionality to lean in as origination conditions improve. With that context, let’s look at how these moves reshaped our industry mix for the quarter. On Slide 7, you will see how our portfolio is spread across industries as repayments and adjustments came through this quarter, the mix shifted modestly. The most notable change was within consumer products as that exposure came down following the Seybert’s or Rack Group repayment. That business is in the niche industry of Billiards supply. While individual positions may change, what’s important is that our portfolio remains balanced which we believe reduces overall exposure to any single sector and does give us the ability to participate in growth across a range of industries.

Slide 8 highlights our 5 largest portfolio companies, which together represent about half of our total portfolio value. Each of these investments is structured to deliver attractive yields generally between 12% and 14%, with features such as PIK that provide for flexibility for borrowers while still supporting Rand’s income stream. Following the Rack Group repayment and the FSS valuation change, INEA or EFINEA and Caitec now rank among our largest positions. The strength and consistency of these holdings is what gives us confidence in our ability to support the dividend and protect shareholder value. With that, I’ll now turn it over to Margaret who will walk you through our financials in more detail.

Margaret Brechtel: Thanks, Dan, and good morning, everyone. I will start on Slide 10 which provides an overview of our financial summary and operational highlights for the third quarter of 2025. Total investment income was $1.6 million, down from $2.2 million in last year’s third quarter. The change reflects both debt repayments and a slowdown in originations, dynamics consistent across the BDC space this year. Of note, 39% of investment income was attributable to noncash PIK interest compared with 24% in the same period last year. Also during the quarter, 15 portfolio companies contributed to investment income versus 21 companies in the prior year period. That said, while income came in lower, we were able to offset that decrease on the expense side.

Total expenses decreased to $596,000 from $1.3 million in the prior year period. The improvement was driven by lower incentive fees, reduced interest expense and a decline in base management fees. The result was net investment income of $993,000 which compared favorably with $887,000 in the same quarter last year is a strong example of how expense discipline and conservative balance sheet management can drive earnings resilience even when portfolio activity is muted. It is worth noting that on a per share basis, net investment income for the quarter was down $0.01, which reflected the increase in shares outstanding following the fourth quarter 2024 dividend which was distributed in the first quarter of 2025 and partially paid in common stock.

Moving to Slide 11, we can see the quarter’s impact on net asset value. At September 30, 2025, our net asset value stood at $53.6 million or $18.06 per share compared with $19.10 per share at the end of the sequential second quarter. This decline was driven primarily by valuation adjustments across the portfolio alongside the dividend we paid in the quarter. While these adjustments are challenging, we believe they reflect a conservative and transparent approach to valuation, one that ensures net asset value fully incorporates the realities of market conditions and company performance. The waterfall chart shows that we generated nearly $1 million of net investment income, which helped partially offset valuation changes. Importantly, the balance sheet remains healthy, liquid and debt-free as noted on Slide 12.

We closed the quarter with $9.5 million in cash, and our senior secured credit facility provides up to $25 million in borrowing capacity with $18.3 million available at quarter end. This liquidity gives us significant flexibility to respond quickly when market conditions improve and quality opportunities arise. Turning to the dividend, we declared and paid a regular quarterly distribution of $0.29 per share. This continues the consistent run of dividends throughout 2025, maintaining that payout through a period of repayments and lower originations speaks to both the strength of our portfolio and the discipline with which we are managing expenses. We will announce our fourth quarter dividend in early December. With that, I will turn the discussion back over to Dan.

Daniel Penberthy: Thanks, Margaret. Moving to Slide 13. Looking ahead, I want to bring together the themes you have heard throughout today’s presentation. We are navigating a cautious market, but we are doing so from a position of strength. We have a portfolio of income-generating assets, a balance sheet with no debt and nearly $28 million in liquidity and an ability, we believe, which can preserve the dividend even in these interim periods, which are slower investment cycles. These are not small achievement given the current lending environment, which is challenging. What stands out to me is our ability to remain both disciplined and flexible. Disciplined in terms of sticking to our underwriting standards, carefully managing expenses, and protecting shareholder value.

Flexibility in having the liquidity in capital resources and staffing to move quickly when the right opportunities surface, and they will. We are beginning to see early signs that anticipated interest rate reductions could also help stimulate deal origination in the quarters ahead. If that momentum builds, Rand is well positioned to deploy capital into yield-focused debt investments that can support earnings growth, NAV stability and ongoing dividend coverage. So while Q3 reflected some headwinds, repayments from our portfolio, valuation adjustments and muted origination, we believe these are transitional dynamics. Our job is to keep brand positioned to capitalize when this market turns. We are confident in our ability to continue creating long-term value for our shareholders.

Thank you for being a shareholder, and we look forward to updating you on our progress in the fourth quarter. Have a great day.

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