UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 7, 2015
GSV CAPITAL CORP.
(Exact name of registrant as specified in its charter)
| Maryland | 1-35156 | 27-4443543 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2925 Woodside Road
Woodside, CA 94062
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (650) 235-4769
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 2.02 | Results of Operations and Financial Condition. |
On May 7, 2015, the registrant issued a press release announcing its financial results for the fiscal quarter ended March 31, 2015. The text of the press release is included as Exhibit 99.1 to this Form 8-K.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibits. |
| Exhibit No. | Description |
| 99.1 | Press release dated May 7, 2015 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 7, 2015 | GSV CAPITAL CORP. | ||
| By: | /s/ William F. Tanona | ||
| William F. Tanona Chief Financial Officer, Treasurer and Corporate Secretary |
|||
Exhibit 99.1
GSV Capital Corp.
Page 1 of 7
GSV Capital Corp. Reports First Quarter 2015 Results of Operations
Net Asset Value of $15.66 Per Share as of March 31, 2015
WOODSIDE, Calif., May 7, 2015 (GLOBE NEWSWIRE) -- GSV Capital Corp. ("GSV") (Nasdaq:GSVC), today announced financial results for the first quarter ended March 31, 2015. Net assets totaled $302.6 million or $15.66 per share at March 31, 2015, as compared to $14.80 per share at December 31, 2014, and $14.91 per share at March 31, 2014.
"We are pleased to report that Q1 2015 marks an important milestone as we achieved the highest NAV since inception. In addition, our portfolio is exhibiting strong fundamental momentum which we believe will continue to positively impact NAV over time,” said Michael Moe, Chief Executive Officer of GSV Capital. “Lastly, we have continued to monetize our position in Twitter with meaningful returns this quarter, and will continue to do so to optimize returns for our shareholders.”
Investment Portfolio as of March 31, 2015
At March 31, 2015, GSV owned positions in 52 portfolio companies with an aggregate fair value of $401.4 million. Excluding Treasuries, the Company’s three largest investments comprised 34.2% of the total portfolio value, while its top ten portfolio companies accounted for approximately 60.0% of the total portfolio value.
Top Ten Investments at March 31, 2015
| $ in millions (rounded) | Fair Value | % of Total Portfolio | ||||||
| Twitter, Inc. | $ | 60.1 | 15.0 | % | ||||
| Palantir Technologies, Inc. | 46.4 | 11.6 | ||||||
| 2U, Inc. | 30.4 | 7.6 | ||||||
| Dropbox, Inc. | 25.6 | 6.4 | ||||||
| Coursera, Inc. | 14.5 | 3.6 | ||||||
| Solexel, Inc. | 14.0 | 3.5 | ||||||
| PayNearMe, Inc. | 14.0 | 3.5 | ||||||
| Dataminr, Inc. | 11.9 | 3.0 | ||||||
| SugarCRM, Inc. | 11.9 | 3.0 | ||||||
| Avenues Global Holdings, LLC | 11.3 | 2.8 | ||||||
| Total (rounded) | $ | 240.1 | 60.0 | % | ||||
Of the five key investment themes GSV has identified in its portfolio, Education Technology continues to be its largest commitment, constituting 35.1% of the total portfolio. Cloud Computing and Big Data represents 29.1% of the total portfolio, and Social Mobile, Marketplaces and Sustainability make up 21.5%, 8.7%, and 5.6% of the total portfolio, respectively.
GSV Capital Corp.
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First Quarter 2015 Portfolio Investment Activity
In the first quarter of 2015, GSV invested approximately $9.0 million, including follow-on investments of $4.0 million in PayNearMe, $2.5 million in Lyft, $1.0 million in GSVlabs, $1.0 million in the Fullbridge Program, and $0.5 million in GSV Sustainability Partners.
During the first quarter of 2015, GSV sold shares in the following public portfolio company:
Average | ||||||||||||||||||||
| Shares | Share | Net | Realized | |||||||||||||||||
| Portfolio Company | Sold | Price | Proceeds | Gain/Loss | IRR | |||||||||||||||
| Twitter, Inc. | 400,000 | $ | 48.90 | $ | 19,558,200 | $ | 13,220,095 | 39.3 | % | |||||||||||
At March 31, 2015, GSV had investments in 48 private companies and 4 public companies (2U, Chegg, Cricket Media (f/k/a ePals Inc.) and Twitter). In general, management intends to liquidate its public securities holdings within one year following the expiration of the IPO lock-up.
Subsequent to quarter end, until May 7, 2015, GSV sold an additional 400,000 shares of Twitter at an average price of $51.52 per share, resulting in $20.6 million in net proceeds, $13.7 million in realized gains, and a 43.5% IRR. At quarter end, GSV had utilized $16.0 million of borrowings under its credit facility, and as of May 7, 2015, GSV has $18.0 million of borrowing capacity available to it under its credit facility.
As GSV's portfolio matures and realizes a cumulative net realized gain, GSV intends to distribute a portion of such gains to shareholders in the form of a distribution, though it is not certain as to when GSV will be able to do so.
First Quarter 2015 Financial Results
Three Months Ended March 31, 2015 | Three Months Ended March 31, 2014 | |||||||
| $ in millions (rounded) |
per share | $ in millions (rounded) |
per share | |||||
| Net investment loss | $(7.6) | $(0.39) | $(2.8) | $(0.14) | ||||
| Realized gain | $13.2 | $0.68 | $7.9 | $0.41 | ||||
| Provision for taxes on net realized capital gains | $(5.4) | $(0.28) | $(3.2) | $(0.17) | ||||
| Change in unrealized appreciation (depreciation) | $27.8 | $1.44 | $(3.1) | $(0.16) | ||||
| (Provision) / Benefit for taxes on unrealized appreciation / depreciation of investments | ($11.4) | $(0.59) | $1.3 | $0.06 | ||||
| Net increase in net assets resulting from operations - basic | $16.7 | $0.86 | $0.1 | $0.00 | ||||
Weighted average common basic shares outstanding were 19.3 million for the three months ended March 31, 2015 and March 31, 2014.
GSV Capital Corp.
Page 3 of 7
GSV’s liquid assets ended the quarter at $110.3 million, consisting of $8.1 million of cash, $2.0 million of unused borrowings available under the credit facility, and $100.2 million of public securities not subject to lock-up agreements, of which $30.7 million are subject to other sales restrictions.
New Independent Registered Public Accounting Firm
On April 27, 2015, upon the recommendation of the Audit Committee, GSV’s Board of Directors appointed Deloitte & Touche LLP (“Deloitte”) to serve as GSV’s new independent registered public accounting firm to audit GSV’s consolidated financial statements for the fiscal year ending December 31, 2015, subject to ratification by our stockholders. Please see GSV’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2015, for more information.
Conference Call and Webcast
Management will hold a conference call and webcast for investors today at 2:00 p.m. PT (5:00 p.m. ET). The conference call number for U.S. participants is 800-818-6592, and the conference call number for participants outside the U.S. is 1 719-457-2657. The conference ID number for both call numbers is 7129206. Additionally, interested parties can listen to a live webcast of the call from the "Investors" section of GSV Capital's website at http://investors.gsvcap.com/. An archived replay of the webcast will also be available for 12 months following the live presentation.
A replay of the conference call may be accessed through May 14, 2015 by dialing 888-203-1112 (U.S.) or 1 719-457-0820 (international), using conference ID number 7129206.
About GSV Capital Corp.
GSV Capital Corp. (GSVC) is a publicly traded investment fund that seeks to invest in high-growth, venture-backed private companies. Led by industry veteran Michael Moe, the fund seeks to create a portfolio of high-growth emerging private companies via a repeatable and disciplined investment approach, as well as to provide investors with access to such companies through its publicly traded common stock. GSV Capital is headquartered in Woodside, CA. www.gsvcap.com
www.gsvcap.com
Follow GSV Capital on Twitter: @gsvcap
The GSV Capital Corp. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=12750
GSV Capital Corp.
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Forward-Looking Statements
Statements included herein may constitute "forward-looking statements," which relate to future events or our future performance or financial condition. These statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the SEC. GSV Capital Corp. undertakes no duty to update any forward-looking statements made herein.
Contact
GSV Capital Corp.
William Tanona
(650) 235-4769
IR@gsvam.com
GSV Capital Corp.
Page 5 of 7
GSV CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
| March 31, 2015 | December 31, 2014 | |||||||
| ASSETS | (Unaudited) | |||||||
| Investments at fair value: | ||||||||
| Investments in controlled securities (cost of $19,435,647 and $17,933,651, respectively) (1) | $ | 20,179,675 | $ | 18,819,335 | ||||
| Investments in affiliated securities (cost of $85,749,640 and $80,760,208, respectively) (1) | 75,411,267 | 70,172,313 | ||||||
| Investments in non-controlled/non-affiliated securities (cost of $198,586,069 and $202,417,830, respectively) | 305,832,821 | 281,992,669 | ||||||
| Investments in treasury bill (cost of $100,013,333 and $100,001,692, respectively) | 100,013,333 | 100,000,056 | ||||||
| Investments owned and pledged (cost of $5,478,126 and $7,286,332, respectively) | 5,492,502 | 7,298,042 | ||||||
| Total Investments (cost of $409,262,815 and $408,399,713, respectively) | 506,929,598 | 478,282,415 | ||||||
| Cash | 8,060,624 | 3,472,880 | ||||||
| Restricted cash | 41,181 | 48,889 | ||||||
| Due from: | ||||||||
| GSV Asset Management(1) | 105,844 | 204,825 | ||||||
| Portfolio companies(1) | 77,436 | 85,356 | ||||||
| Interest and dividends receivable | 63,789 | 26,671 | ||||||
| Prepaid expenses and other assets | 464,561 | 596,926 | ||||||
| Deferred financing costs | 2,778,169 | 2,928,134 | ||||||
| Total Assets | 518,521,202 | 485,646,096 | ||||||
| LIABILITIES | ||||||||
| Due to: | ||||||||
| GSV Asset Management(1) | 30,255 | 23,396 | ||||||
| Accounts payable and accrued expenses | 184,912 | 292,950 | ||||||
| Accrued incentive fees (1) | 22,349,627 | 14,137,899 | ||||||
| Accrued management fees (1) | 641,209 | 641,276 | ||||||
| Accrued interest payable | 150,938 | 1,139,458 | ||||||
| Payable for securities purchased | 89,513,333 | 90,001,692 | ||||||
| Current taxes payable | 134,733 | 134,733 | ||||||
| Deferred tax liability | 18,452,122 | 6,907,666 | ||||||
| Line of credit payable | 16,000,000 | 18,000,000 | ||||||
| Convertible senior notes embedded derivative liability | 1,000 | 1,000 | ||||||
| Convertible senior notes payable 5.25% due September 15, 2018 | 68,494,778 | 68,462,353 | ||||||
| Total Liabilities | 215,952,907 | 199,742,423 | ||||||
| Commitments and contingencies | ||||||||
| Net Assets | $ | 302,568,295 | $ | 285,903,673 | ||||
| NET ASSETS | ||||||||
| Common stock, par value $0.01 per share | ||||||||
| (100,000,000 authorized; 19,320,100 issued and outstanding) | $ | 193,201 | $ | 193,201 | ||||
| Paid-in capital in excess of par | 275,837,514 | 275,837,514 | ||||||
| Accumulated net investment loss | (39,542,087 | ) | (31,972,292 | ) | ||||
| Accumulated net realized gain on investments | 8,318,111 | 496,782 | ||||||
| Accumulated net unrealized appreciation on investments | 57,761,556 | 41,348,468 | ||||||
| Net Assets | $ | 302,568,295 | $ | 285,903,673 | ||||
| Net Asset Value Per Share | $ | 15.66 | $ | 14.80 | ||||
| (1) | This balance is a related party transaction. |
GSV Capital Corp.
Page 6 of 7
GSV CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three months ended March 31, 2015 | Three months ended March 31, 2014 | |||||||
| INVESTMENT INCOME | ||||||||
| Interest income from affiliated securities | $ | 51,231 | $ | 39,928 | ||||
| Interest income from non-affiliated/non-controlled securities | 7,793 | - | ||||||
| Dividend income from affiliated securities | - | 887 | ||||||
| Total Investment Income | 59,024 | 40,815 | ||||||
| OPERATING EXPENSES | ||||||||
| Investment management fees (1) | 1,921,128 | 1,756,196 | ||||||
| Accrued incentive fees(1) | 8,211,728 | 969,652 | ||||||
| Costs incurred under administration agreement | 802,396 | 908,532 | ||||||
| Directors’ fees(1) | 85,306 | 65,000 | ||||||
| Professional fees | 341,744 | 456,539 | ||||||
| Interest and credit facility expense | 1,368,803 | 1,179,725 | ||||||
| Other expenses | 121,325 | 132,899 | ||||||
| Gain on fair value adjustment for embedded derivative | - | (620,000 | ) | |||||
| Total Operating Expenses | 12,852,430 | 4,848,543 | ||||||
| Benefit for taxes on net investment loss | 5,223,611 | 2,012,914 | ||||||
| Net Investment Loss | (7,569,795 | ) | (2,794,814 | ) | ||||
| Net Realized Gain: | ||||||||
| From non-controlled/non-affiliated securities | 13,218,403 | 7,931,745 | ||||||
| Total Realized Gain on investments | 13,218,403 | 7,931,745 | ||||||
| Provision for Taxes on realized gains on investments | (5,397,074 | ) | (3,238,531 | ) | ||||
| Net Change in Unrealized Appreciation (Depreciation) on investments: | ||||||||
| From controlled securities | (141,656 | ) | (355,631 | ) | ||||
| From affiliated securities | 249,522 | (256,966 | ) | |||||
| From non-controlled/non-affiliated securities | 27,676,215 | (2,461,082 | ) | |||||
| Change in Unrealized Appreciation (Depreciation) on investments | 27,784,081 | (3,073,679 | ) | |||||
| (Provision)/Benefit for taxes on unrealized appreciation/depreciation on investments | (11,370,993 | ) | 1,254,983 | |||||
| Net Increase in Net Assets Resulting From Operations | $ | 16,664,622 | $ | 79,704 | ||||
| Net Increase in Net Assets Resulting From | ||||||||
| Operations Per Common Share | ||||||||
| Basic | $ | 0.86 | $ | - | ||||
| Diluted | $ | 0.73 | $ | - | ||||
| Weighted Average Common Shares Outstanding | ||||||||
| Basic | 19,320,100 | 19,320,100 | ||||||
| Diluted | 23,564,228 | 19,320,100 | ||||||
| (1) | This balance is a related party transaction. |
GSV Capital Corp.
Page 7 of 7
GSV CAPITAL CORP. AND SUBSIDIARIES
FINANCIAL HIGHLIGHTS
| Three months ended | Three months ended | |||||||||||
| March 31, 2015 | March 31, 2014 | |||||||||||
| Per Share Data | (Unaudited) | (Unaudited) | ||||||||||
| Net asset value at beginning of period | $ | 14.80 | $ | 14.91 | ||||||||
| Net investment loss | (0.39 | ) | (1) | (0.14 | ) | (1) | ||||||
| Realized gain | 0.68 | (1) | 0.41 | (1) | ||||||||
| Provision for taxes on net realized capital gains | (0.28 | ) | (1) | (0.17 | ) | (1) | ||||||
| Change in unrealized appreciation (depreciation) | 1.44 | (1) | (0.16 | ) | (1) | |||||||
| (Provision)/Benefit for taxes on unrealized appreciation/deprecation of investments | (0.59 | ) | (1) | 0.06 | (1) | |||||||
| Net asset value at end of period | $ | 15.66 | $ | 14.91 | ||||||||
| Per share market value at end of period | $ | 9.80 | $ | 10.14 | ||||||||
| Total return based on market value | 13.56 | % | (2) | (16.13 | )% | (2) | ||||||
| Total return based on net asset value | 5.81 | % | (2) | -% | (2) | |||||||
| Shares outstanding at end of period | 19,320,100 | 19,320,100 | ||||||||||
| Ratio / Supplemental Data: | ||||||||||||
| Net assets at end of period | $ | 302,568,295 | $ | 288,046,148 | ||||||||
| Average net assets | $ | 296,308,650 | $ | 287,546,332 | ||||||||
| Annualized ratios | ||||||||||||
| Ratio of gross operating expenses to average net assets (3) | 17.59 | % | 6.84 | % | ||||||||
| Ratio of net income tax provisions to average net assets(3) | (15.80 | )% | (0.04 | )% | ||||||||
| Ratio of net operating expenses to average net assets (3) | 1.79 | % | 6.80 | % | ||||||||
| Ratio of net investment loss to average net assets (3) | (10.36 | )% | (3.94 | )% | ||||||||
| (1) | Based on weighted average number of shares outstanding for the year/period. |
| (2) | Total return based on market value is based on the change in market price per share between the opening and ending market values per share in the period. Total return based on net asset value is based upon the change in net asset value per share between the opening and ending net asset values per share |
| (3) | Financial Highlights for periods of less than one year are annualized and the ratios of operating expenses to average net assets and net investment loss to average net assets are adjusted accordingly. Non-recurring expenses are not annualized. For the three months ended March 31, 2015, March 31, 2014, the Company did not incur any non-recurring expenses. Because the ratios are calculated for the Company’s common stock taken as a whole, an individual investor’s ratios may vary from these ratios. |