UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________

 

FORM 10-Q

__________________________

 

(Mark One)

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

 

For the quarterly period ended March 31, 2025

 

or

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

 

For the transition period from _______________________ to ___________________

 

Commission File Number 001-41472

__________________________

 

MILL CITY VENTURES III, LTD.

(Exact name of registrant as specified in its charter)

__________________________

 

Minnesota

 

90-0316651

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

1907 Wayzata Blvd, #205, Wayzata, Minnesota

 

55391

(Address of principal executive offices)

 

(Zip Code)

 

(952) 479-1923

(Registrant’s telephone number, including area code)

__________________________

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

__________________________

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.001 par value

 

MCVT

 

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

 

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. ☒ Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

 

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

 

 Large accelerated filer

Accelerated filer

 Non-accelerated filer

Smaller reporting company

 

 

Emerging growth company

                                                                                                                                    

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

As of May 15, 2025, Mill City Ventures III, Ltd. had 6,062,773 shares of common stock, and no other classes of capital stock, outstanding.

 

 

 

 

MILL CITY VENTURES III, LTD.

 

Index to Form 10-Q

for the Quarter Ended March 31, 2025

 

PART I.

 

FINANCIAL INFORMATION

 

Page No.

 

 

 

 

 

 

 

Item 1.

 

Financial Statements (unaudited)

 

3

 

 

 

 

 

 

 

 

 

Condensed Balance Sheets – March 31, 2025 and December 31, 2024

 

3

 

 

 

 

 

 

 

 

 

Condensed Statements of Operations – Three months ended March 31, 2025 and March 31, 2024

 

4

 

 

 

 

 

 

 

 

 

Condensed Statements of Shareholders’ Equity – Three months ended March 31, 2025 and March 31, 2024

 

5

 

 

 

 

 

 

 

 

 

Condensed Statements of Cash Flows – Three months ended March 31, 2025 and March 31, 2024

 

6

 

 

 

 

 

 

 

 

 

Condensed Schedule of Investments – March 31, 2025 and Schedule of Investments – December 31, 2024

 

7

 

 

 

 

 

 

 

 

 

Condensed Notes to Financial Statements – March 31, 2025

 

9

 

 

 

 

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

18

 

 

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

21

 

 

 

 

 

 

 

PART II.

 

OTHER INFORMATION

 

 

 

 

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

22

 

 

 

 

 

 

 

Item 5.

 

Other Information

 

22

 

 

 

 

 

 

 

Item 6.

 

Exhibits

 

23

 

 

 

 

 

 

 

SIGNATURES

 

24

 

 

 
- 2 -

Table of Contents

 

PART I.  FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

MILL CITY VENTURES III, LTD.

CONDENSED BALANCE SHEETS

 

 

 

 

March 31, 2025 (unaudited)

 

 

December 31, 2024

 

ASSETS

 

 

 

 

 

 

Investments, at fair value (cost: $17,079,421 and $13,717,089, respectively)

 

$16,978,160

 

 

$13,453,561

 

Cash and cash equivalents

 

 

1,749,089

 

 

 

6,026,110

 

Prepaid expenses

 

 

47,848

 

 

 

31,848

 

Interest and dividend receivables

 

 

341,919

 

 

 

191,917

 

Deferred taxes

 

 

732,000

 

 

 

770,000

 

Total Assets

 

$19,849,016

 

 

$20,473,436

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

Accounts payable

 

$42,606

 

 

$41,105

 

Accrued payroll liabilities

 

 

8,911

 

 

 

527,142

 

Accrued income tax

 

 

218,200

 

 

 

147,200

 

Total Liabilities

 

 

269,717

 

 

 

715,447

 

 

 

 

 

 

 

 

 

 

SHAREHOLDERS EQUITY (NET ASSETS)

 

 

 

 

 

 

 

 

Common stock, par value $0.001 per share (111,111,111 authorized; 6,062,773 and 6,385,255 issued and outstanding, respectively)

 

 

6,063

 

 

 

6,385

 

Additional paid-in capital

 

 

14,843,007

 

 

 

15,473,121

 

Additional paid-in capital - stock options

 

 

1,460,209

 

 

 

1,460,209

 

Accumulated deficit

 

 

(1,159,665)

 

 

(1,159,665)

Accumulated undistributed investment loss

 

 

136,855

 

 

 

(152,389)

Accumulated undistributed net realized gains on investment transactions

 

 

4,394,091

 

 

 

4,393,855

 

Net unrealized appreciation (depreciation) in value of investments

 

 

(101,261)

 

 

(263,527)

Total Shareholders' Equity (Net Assets)

 

 

19,579,299

 

 

 

19,757,989

 

Total Liabilities and Shareholders' Equity

 

$19,849,016

 

 

$20,473,436

 

Net Asset Value Per Common Share

 

$3.23

 

 

$3.09

 

 

See accompanying Notes to Financial Statements

 

 
- 3 -

Table of Contents

 

MILL CITY VENTURES III, LTD.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

 

 

 

 

Three Months Ended

 

 

 

March 31, 2025

 

 

March 31, 2024

 

Investment Income

 

 

 

 

 

 

Interest income

 

$778,027

 

 

$832,667

 

Total Investment Income

 

 

778,027

 

 

 

832,667

 

Operating Expenses

 

 

 

 

 

 

 

 

Professional fees

 

 

142,656

 

 

 

138,371

 

Payroll

 

 

163,269

 

 

 

151,066

 

Insurance

 

 

23,771

 

 

 

26,890

 

Occupancy

 

 

16,561

 

 

 

10,677

 

Director's fees

 

 

30,000

 

 

 

30,000

 

Interest expense

 

 

 

 

 

320

 

Other general and administrative

 

 

3,526

 

 

 

3,763

 

Total Operating Expenses

 

 

379,783

 

 

 

361,087

 

Net Investment Gain

 

 

398,244

 

 

 

471,580

 

Realized and Unrealized Gain on Investments

 

 

 

 

 

 

 

 

Net realized gain on investments

 

 

236

 

 

 

24,495

 

Net change in unrealized appreciation on investments

 

 

162,266

 

 

 

51,751

 

Net Realized and Unrealized Gain on Investments

 

 

162,502

 

 

 

76,246

 

Net Increase in Net Assets Resulting from Operations Before Taxes

 

$560,746

 

 

$547,826

 

 

 

 

 

 

 

 

 

 

Provision for Income Taxes

 

 

109,000

 

 

 

165,723

 

Net Increase in Net Assets Resulting from Operations

 

$451,746

 

 

$382,103

 

 

 

 

 

 

 

 

 

 

Net Increase in Net Assets Resulting from Operations per share:

 

 

 

 

 

 

 

 

Basic

 

$0.07

 

 

$0.06

 

Basic

 

$0.07

 

 

$0.06

 

 

 

 

 

 

 

 

 

 

Weighted-average number of common shares outstanding - basic

 

 

6,320,533

 

 

 

6,385,255

 

Weighted-average number of common shares outstanding - diluted

 

 

6,371,849

 

 

 

6,501,823

 

 

See accompanying Notes to Financial Statements

 

 
- 4 -

Table of Contents

 

MILL CITY VENTURES III, LTD.

CONDENSED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

 

Three Months Ended March 31, 2025

 

Common Shares

 

 

Par Value

 

 

Additional Paid In Capital

 

 

Accumulated Deficit

 

 

Accumulated Undistributed Net Investment Gain (Loss)

 

 

Accumulated Undistributed Net Realized Gain on Investments Transactions

 

 

Net Unrealized Appreciation (Depreciation) in Value of Investments

 

 

Total Shareholders' Equity

 

Balance as of December 31, 2024

 

 

6,385,255

 

 

$6,385

 

 

$16,933,330

 

 

$(1,159,665)

 

$(152,389)

 

$4,393,855

 

 

$(263,527)

 

$19,757,989

 

Repurchase of common shares

 

 

(322,482)

 

 

(322)

 

 

(630,114)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(630,436)

Undistributed net investment gain

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

289,244

 

 

 

 

 

 

 

 

 

289,244

 

Undistributed net realized gain on investment transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

236

 

 

 

 

 

 

236

 

Appreciation in value of investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

162,266

 

 

 

162,266

 

Balance as of March 31, 2025

 

 

6,062,773

 

 

$6,063

 

 

$16,303,216

 

 

$(1,159,665)

 

$136,855

 

 

$4,394,091

 

 

$(101,261)

 

$19,579,299

 

 

Three Months Ended March 31, 2024

 

Common Shares

 

 

Par Value

 

 

Additional Paid In Capital

 

 

Accumulated Deficit

 

 

Accumulated Undistributed Net Investment Gain (Loss)

 

 

Accumulated Undistributed Net Realized Gain on Investments Transactions

 

 

Net Unrealized Appreciation (Depreciation) in Value of Investments

 

 

Total Shareholders' Equity

 

Balance as of December 31, 2023

 

 

6,385,255

 

 

$6,385

 

 

$16,933,330

 

 

$(1,159,665)

 

$(1,052,183)

 

$5,155,200

 

 

$(1,292,804)

 

$18,590,263

 

Undistributed net investment gain

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

305,857

 

 

 

 

 

 

 

 

 

305,857

 

Undistributed net realized gain on investment transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24,495

 

 

 

 

 

 

24,495

 

Appreciation in value of investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

51,751

 

 

 

51,751

 

Balance as of March 31, 2024

 

 

6,385,255

 

 

$6,385

 

 

$16,933,330

 

 

$(1,159,665)

 

$(746,326)

 

$5,179,695

 

 

$(1,241,053)

 

$18,972,366

 

 

See accompanying Notes to Financial Statements

 

 
- 5 -

Table of Contents

 

MILL CITY VENTURES III, LTD.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

 

 

 

Three Months Ended

 

 

 

March 31, 2025

 

 

March 31, 2024

 

Cash flows from operating activities:

 

 

 

 

 

 

Net increase in net assets resulting from operations

 

$451,746

 

 

$382,103

 

Adjustments to reconcile net increase in net assets resulting

 

 

 

 

 

 

 

 

from operations to net cash provided (used) in operating activities:

 

 

 

 

 

 

 

 

Net change in unrealized appreciation on investments

 

 

(162,266)

 

 

(51,751)

Net realized gain on investments

 

 

(236)

 

 

(24,495)

Purchases of investments

 

 

(3,366,196)

 

 

(73,438)

Proceeds from sales of investments

 

 

4,099

 

 

 

308,797

 

Deferred income taxes

 

 

38,000

 

 

 

97,000

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expenses and other assets

 

 

(16,000)

 

 

(36,738)

Interest and dividends receivable

 

 

(150,002)

 

 

(4,177)

Accounts payable and other liabilities

 

 

(445,730)

 

 

(468,600)

Net cash provided by (used in) operating activities

 

 

(3,646,585)

 

 

128,701

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Payments for repurchase of common stock

 

 

(630,436)

 

 

 

Net cash used by financing activities

 

 

(630,436)

 

 

 

Net increase (decrease) in cash

 

 

(4,277,021)

 

 

128,701

 

Cash, beginning of period

 

 

6,026,110

 

 

 

376,024

 

Cash, end of period

 

$1,749,089

 

 

$504,725

 

 

See accompanying Notes to Financial Statements

 

 
- 6 -

Table of Contents

 

MILL CITY VENTURES III, LTD.

CONDENSED SCHEDULE OF INVESTMENTS (UNAUDITED)

MARCH 31, 2025

 

Investment / Industry

 

Cost

 

 

Fair Value

 

 

Percentage of Net Assets

 

 

 

 

 

 

 

 

 

 

 

Short-Term Non-banking Loans

 

 

 

 

 

 

 

 

 

Consumer - 18% secured loans

 

$500,000

 

 

$500,374

 

 

 

2.56%

Consumer - 24% secured loans

 

 

500,100

 

 

 

496,765

 

 

 

2.54%

Real Estate - 15% secured loans

 

 

 

 

 

 

 

 

 

 

 

 

Alatus Development Corp

 

 

2,000,000

 

 

 

2,003,217

 

 

 

10.23%

Real Estate - 24% secured loans

 

 

 

 

 

 

 

 

 

 

 

 

Coventry Holdings LLC

 

 

3,250,000

 

 

 

3,232,304

 

 

 

16.51%

Total Short-Term Non-Banking Loans

 

 

6,250,100

 

 

 

6,232,660

 

 

 

31.84%

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Business Loans

 

 

 

 

 

 

 

 

 

 

 

 

Business Services - 20% secured loans

 

 

 

 

 

 

 

 

 

 

 

 

Mustang Funding, LLC

 

$10,000,000

 

 

$10,247,854

 

 

 

52.34%

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

Consumer

 

 

47

 

 

 

41

 

 

 

0.00%

Financial

 

 

669,274

 

 

 

497,605

 

 

 

2.54%

Information Technology

 

 

150,000

 

 

 

-

 

 

 

0.00%

Total Common Stock

 

 

819,321

 

 

 

497,646

 

 

 

2.54%

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Equity

 

 

 

 

 

 

 

 

 

 

 

 

Financial

 

 

10,000

 

 

 

-

 

 

 

0.00%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Investments

 

$17,079,421

 

 

$16,978,160

 

 

 

86.72%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Cash and cash equivalents

 

 

1,749,089

 

 

 

1,749,089

 

 

 

8.93%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Investments and Cash

 

$18,828,510

 

 

$18,727,249

 

 

 

95.65%

 

 
- 7 -

Table of Contents

 

MILL CITY VENTURES III, LTD.

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2024

 

Investment / Industry

 

Cost

 

 

Fair Value

 

 

Percentage of Net Assets

 

 

 

 

 

 

 

 

 

 

 

Short-Term Non-banking Loans

 

 

 

 

 

 

 

 

 

Business Services - 15% secured loans

 

 

 

 

 

 

 

 

 

Mustang Litigation Funding

 

$10,000,000

 

 

$9,985,925

 

 

 

50.54%

Consumer - 18% secured loans

 

 

500,000

 

 

 

504,308

 

 

 

2.55%

Real Estate - 15% secured loans

 

 

 

 

 

 

 

 

 

 

 

 

Alatus Development Corp

 

 

2,000,000

 

 

 

2,016,636

 

 

 

10.21%

Real Estate - 24% secured loans

 

 

 

 

 

 

 

 

 

 

 

 

Coventry Holdings LLC

 

 

500,000

 

 

 

499,362

 

 

 

2.53%

Total Short-Term Non-Banking Loans

 

 

13,000,000

 

 

 

13,006,231

 

 

 

65.83%

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

Consumer

 

 

3,911

 

 

 

4,466

 

 

 

0.02%

Financial

 

 

553,178

 

 

 

442,864

 

 

 

2.24%

Information Technology

 

 

150,000

 

 

 

-

 

 

 

0.00%

Total Common Stock

 

 

707,089

 

 

 

447,330

 

 

 

2.26%

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Equity

 

 

 

 

 

 

 

 

 

 

 

 

Financial

 

 

10,000

 

 

 

-

 

 

 

0.00%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Investments

 

$13,717,089

 

 

$13,453,561

 

 

 

68.09%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Cash and cash equivalents

 

 

6,026,110

 

 

 

6,026,110

 

 

 

30.50%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Investments and Cash

 

$19,743,199

 

 

$19,479,671

 

 

 

98.59%

 

 
- 8 -

Table of Contents

 

MILL CITY VENTURES III, LTD.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2025

 

NOTE 1 – ORGANIZATION

 

In this report, we generally refer to Mill City Ventures III, Ltd. in the first person “we.” On occasion, we refer to our company in the third person as “Mill City Ventures” or the “Company.”  The Company follows accounting and reporting guidance in Accounting Standards (“ASC”) Topic 946 “Financial Services – Investment Companies”.

 

We were incorporated in Minnesota in January 2006. Until December 13, 2012, we were a development-stage company that focused on promoting and placing a proprietary poker game online and into casinos and entertainment facilities nationwide. In 2013, we elected to become a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). We operated as a BDC until we withdrew our BDC election at the end of December 2019. Since that time, we have remained a public reporting company filing periodic reports with the SEC. We engage in the business of providing short-term specialty finance solutions, typically in the form of short-term loans, primarily to small businesses, both private and public, and high-net-worth individuals. To avoid regulation under the 1940 Act, we generally seek to structure our investments so they do not constitute “securities” for purposes of federal securities laws, and we monitor our investments as a whole to ensure that no more than 40% of our total assets consist of “investment securities” as defined under the 1940 Act.

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

Use of estimates: The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requires management and our independent board members to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. For more information, see the “Valuation of portfolio investments” caption below, and “Note 4 – Fair Value of Financial Instruments” below. The Company presents its financial statements as an investment company following accounting and reporting guidance in ASC 946.

 

Cash deposits:  We maintain our cash balances in financial institutions and with regulated financial investment brokers. Cash on deposit in excess of FDIC and similar coverage is subject to the usual banking risk of funds in excess of those limits.

 

Valuation of portfolio investments:  We carry our investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), issued by the Financial Accounting Standards Board (“FASB”), which defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. Fair value is generally based on quoted market prices provided by independent pricing services, broker or dealer quotations, or alternative price sources. In the absence of quoted market prices, broker or dealer quotations, or alternative price sources, investments are measured at fair value as determined by our Board of Directors, based on, among other things, the input of our executive management, the Audit Committee of our Board of Directors, and any independent third-party valuation experts that may be engaged by management to assist in the valuation of our portfolio investments, but in all cases consistent with our written valuation policies and procedures.

 

Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. In addition, such investments are generally less liquid than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it.

 

Accounting guidance establishes a hierarchal disclosure framework that prioritizes and ranks the level of market price observability of inputs used in measuring investments at fair value. Observable inputs must be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability based upon the best information available. Assets and liabilities measured at fair value are to be categorized into one of the three hierarchy levels based on the relative observability of inputs used in the valuation. The three levels are defined as follows:

 

·

Level 1: Observable inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

·

Level 2: Observable inputs based on quoted prices for similar assets and liabilities in active markets, or quoted prices for identical assets and liabilities in inactive markets.

 

·

Level 3: Unobservable inputs that reflect an entity’s own assumptions about what inputs a market participant would use in pricing the asset or liability based on the best information available in the circumstances.

 

 
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MILL CITY VENTURES III, LTD.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2025

 

Our valuation policy and procedures:  Under our valuation policies and procedures, we evaluate the source of inputs, including any markets in which our investments are trading, and then apply the resulting information in determining fair value.  For our Level 1 investment assets, our valuation policy generally requires us to use a market approach, considering the last quoted closing price of a security we own that is listed on a securities exchange, and in a case where a security we own is listed on an over-the-counter market, to average the last quoted bid and ask price on the most active market on which the security is quoted.  In the case of traded debt securities the prices for which are not readily available, we may value those securities using a discounted cash flows approach, at their weighted-average yield to maturity.

 

The estimated fair value of our Level 3 investment assets is determined on a quarterly basis by our Board of Directors. In general, we value our Level 3 equity investments at cost unless circumstances warrant a different approach.  Examples of these circumstances includes a situation in which a portfolio company has engaged in a subsequent financing of more than a de minimis size involving sophisticated investors (in which case we may use the price involved in that financing as a determinative input absent other known factors), or when a portfolio company is engaged in the process of a transaction that we determine is reasonably likely to occur (in which case we may use the price involved in the pending transaction as a determinative input absent other known factors). Other facts and circumstances that may serve as an input supporting a change in the valuation of our Level 3 equity investments include (i) a third-party valuation conducted by an independent and qualified professional, (ii) changes in the performance of long-term financial prospects of the portfolio company, (iii) a subsequent financing that changes the distribution rights associated with the equity security we hold, or (iv) sale transactions involving comparable companies, but only if further supported by a third-party valuation conducted by an independent and qualified professional.

 

When valuing preferred equity investments, we generally view intrinsic value as a key input. Intrinsic value means the value of any conversion feature (if the preferred investment is convertible) or the value of any liquidation or other preference. Discounts to intrinsic value may be applied in cases where the issuer’s financial condition is impaired or, in cases where intrinsic value relating to a conversion is determined to be a key input, to account for resale restrictions applicable to the securities issuable upon conversion.

 

When valuing warrants, our valuation policy and procedures indicate that value will generally be the difference between the closing price of the underlying equity security and the exercise price, after applying an appropriate discount for restriction, if applicable, in situations where the underlying security is marketable. If the underlying security is not marketable, then intrinsic value will be considered consistent with the principles described above. Generally, “out-of-the-money” warrants will be valued at cost or zero.

 

For non-traded (Level 3) debt instruments with a residual maturity less than or equal to 60 days, we will generally value such instruments based on a discounted cash flows approach, considering the straight-line amortized face value of the debt unless justification for impairment exists. For level 3 non-banking loans with a maturity in excess of 60 days, fair value is determined based on the initial purchase price and adjusted as necessary to reflect any changes in the financial strength of the creditor and changes in interest rates in the high-yield credit markets.

 

On a quarterly basis, our management provides members of our Board of Directors with recommendations, if any, to change any existing valuations of our portfolio investments or hierarchy levels for purposes of determining the fair value of such investments based upon the foregoing.  In such a case, the Board of Directors would then discuss these materials and, consistent with the policies and approaches outlined above, makes final determinations respecting the valuation and hierarchy levels of our portfolio investments.

 

We made no changes to our valuation policy and procedures during the reporting period.

 

Income taxes: 

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.  Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amount and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

 

We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine we would be able to realize our deferred income tax assets in the future in excess of their recorded amount, we would make an adjustment to the valuation allowance, which would reduce the provision for income taxes.

 

 
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MILL CITY VENTURES III, LTD.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2025

 

We file income tax returns in the U.S. Federal jurisdiction and various state jurisdictions.  We do not believe there will be any material changes in our unrecognized tax positions over the next 12 months.  Our evaluation was performed for the tax years ended December 31, 2021 through 2024, which are the tax years that remain subject to examination by major tax jurisdictions as of March 31, 2025. 

 

Revenue recognition:  Realized gains or losses on the sale of investments are calculated using the specific investment method.

 

Interest income, adjusted for amortization of premiums and accretion of discounts, is recorded on an accrual basis. Discounts from and premiums to par value on securities purchased are accreted or amortized, as applicable, into interest income over the life of the related security using the effective-yield method. The amortized cost of investments represents the original cost, adjusted for the accretion of discounts and amortization of premiums, if any. Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more, or when there is reasonable doubt that principal or interest will be collected in full. Loan origination fees are recognized when loans are issued. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past-due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to the policy described above if a loan has sufficient collateral value and is in the process of collection.

 

Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.

 

Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal or stated value of the investment on the respective interest- or dividend-payment dates rather than being paid in cash, and generally becomes due at maturity or upon being repurchased by the issuer. PIK interest or dividends is recorded as interest or dividend income, as applicable. If at any point we believe that PIK interest or dividends is not expected be realized, the PIK-generating investment will be placed on non-accrual status. Accrued PIK interest or dividends are generally reversed through interest or dividend income, respectively, when an investment is placed on non-accrual status.

 

Allocation of net gains and losses:  All income, gains, losses, deductions and credits for any investment are allocated in a manner proportionate to the shares owned.

 

Stock-based compensation:  The Company’s stock-based compensation consists of stock options issued to certain employees and directors of the Company. The Company recognizes compensation expense based on an estimated grant date fair value using the Black Sholes option-pricing method. If the factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future. The Company recognizes stock-based compensation expense for these options on a straight-line basis over the requisite service period. The Company has elected to account for forfeitures as they occur.

 

Management and service fees:

We do not incur expenses related to management and service fees. Our executive management team manages our investments as part of their employment responsibilities.

 

Segments:

The Company has a single reportable segment based on the nature of its operations. The nature of business and the accounting policies of the segment are the same as described throughout Notes 1 and 2. The Company’s Chief Operating Decision Maker (“CODM”) is its executive team. The CODM assesses the reportable segment’s performance and allocates resources for the reportable segment based on the net income and total assets which are the same amounts in all material respects as those reported on the Statement of Operations and Balance Sheet.

 

 
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MILL CITY VENTURES III, LTD.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2025

 

NOTE 3 – INVESTMENTS

 

The following table shows the composition of our investment portfolio by major class, at amortized cost and fair value, as of March 31, 2025 (together with the corresponding percentage of the fair value of our total portfolio of investments):

 

 

 

As of March 31, 2025

 

 

 

Investments at Amortized Cost

 

 

Percentage of Amortized Cost

 

 

Investments at

Fair Value

 

 

Percentage of

Fair Value

 

 

Short-term Non-banking Loans

 

$6,250,100

 

 

 

36.6 %

 

$6,232,660

 

 

 

36.7%

Commercial Business Loans

 

 

10,000,000

 

 

 

58.5

 

 

 

10,247,854

 

 

 

60.4

 

Common Stock

 

 

819,321

 

 

 

4.8

 

 

 

497,646

 

 

 

2.9

 

Other Equity

 

 

10,000

 

 

 

0.1

 

 

 

 

 

 

 

Total

 

$17,079,421

 

 

 

100.0 %

 

$16,978,160

 

 

 

100.0%

 

The following table shows the composition of our investment portfolio by major class, at amortized cost and fair value, as of December 31, 2024 (together with the corresponding percentage of the fair value of our total portfolio of investments):

 

 

 

As of December 31, 2024

 

 

 

Investments at Amortized Cost

 

 

Percentage of Amortized Cost

 

 

Investments at

Fair Value

 

 

Percentage of

Fair Value

 

 

Short-term Non-banking Loans

 

$13,000,000

 

 

 

94.8 %

 

$13,006,231

 

 

 

96.7%

Common Stock

 

 

707,089

 

 

 

5.1

 

 

 

447,330

 

 

 

3.3

 

Other Equity

 

 

10,000

 

 

 

0.1

 

 

 

 

 

 

 

Total

 

$13,717,089

 

 

 

100.0 %

 

$13,453,561

 

 

 

100.0%

 

The following table shows the composition of our investment portfolio by industry grouping, based on fair value as of March 31, 2025:

 

 

 

As of March 31, 2025

 

 

 

Investments at

Fair Value

 

 

Percentage of

Fair Value

 

 

 

 

 

 

Business Services

 

$10,247,854

 

 

 

60.4%

Consumer

 

 

997,180

 

 

 

5.9

 

Financial

 

 

497,605

 

 

 

2.9

 

Information Technology

 

 

 

 

 

 

Real Estate

 

 

5,235,521

 

 

 

30.8

 

Total

 

$16,978,160

 

 

 

100.0%

 

The following table shows the composition of our investment portfolio by industry grouping, based on fair value as of December 31, 2024:

 

 

 

As of December 31, 2024

 

 

 

Investments at

Fair Value

 

 

Percentage of

Fair Value

 

 

 

 

 

 

Business Services

 

$9,985,925

 

 

 

74.2%

Consumer

 

 

508,774

 

 

 

3.8

 

Financial

 

 

442,864

 

 

 

3.3

 

Information Technology

 

 

 

 

 

 

Real Estate

 

 

2,515,998

 

 

 

18.7

 

Total

 

$13,453,561

 

 

 

100.0%

 

 
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MILL CITY VENTURES III, LTD.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2025

 

NOTE 4 – FAIR VALUE OF FINANCIAL INSTRUMENTS

 

Level 3 valuation information:  Due to the inherent uncertainty in the valuation process, the estimate of the fair value of our investment portfolio as of March 31, 2025 may differ materially from values that would have been used had a readily available market for those investments existed. 

 

The following table presents the fair value measurements of our portfolio investments by major class, as of March 31, 2025, according to the fair value hierarchy:

 

 

 

As of March 31, 2025

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

 

 

 

 

 

Short-term Non-banking Loans

 

$

 

 

$

 

 

$6,232,660

 

 

$6,232,660

 

Commercial Business Loans

 

 

 

 

 

 

 

 

10,247,854

 

 

 

10,247,854

 

Common Stock

 

 

497,646

 

 

 

 

 

 

 

 

 

497,646

 

Other Equity

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$497,646

 

 

$

 

 

$16,480,514

 

 

$16,978,160

 

 

The following table presents the fair value measurements of our portfolio investments by major class, as of December 31, 2024, according to the fair value hierarchy:

 

 

 

As of December 31, 2024

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

 

 

 

 

 

Short-term Non-banking Loans

 

$

 

 

$

 

 

$13,006,231

 

 

$13,006,231

 

Common Stock

 

 

447,330

 

 

 

 

 

 

 

 

 

447,330

 

Other Equity

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$447,330

 

 

$

 

 

$13,006,231

 

 

$13,453,561

 

 

The following table presents a reconciliation of the beginning and ending fair value balances for our Level 3 portfolio investment assets for the three months ended March 31, 2025:

 

 

 

For the three months ended March 31, 2025

 

 

 

ST Non-banking Loans

 

 

Commercial Business Loans

 

 

Common Stock

 

 

Other Equity

 

 

 

 

 

 

 

 

Balance as of January 1, 2025

 

$13,006,231

 

 

$

 

 

$

 

 

$

 

Net change in unrealized appreciation

 

 

224,183

 

 

 

 

 

 

 

 

 

 

Purchases and other adjustments to cost

 

 

3,250,100

 

 

 

 

 

 

 

 

 

 

Transfers between investment classifications

 

 

(10,247,854)

 

 

10,247,854

 

 

 

 

 

 

 

Balance as of March 31, 2025

 

$6,232,660

 

 

$10,247,854

 

 

$

 

 

$

 

 

The net change in unrealized appreciation for the three months ended March 31, 2025 attributable to Level 3 portfolio investments still held as of March 31, 2025 was $224,183.

 

The following table lists our Level 3 investments held as of March 31, 2025 and the unobservable inputs used to determine their valuation:

 

Security Type

 

3/31/25 FMV

 

Valuation Technique

 

Unobservable Inputs

 

Range

ST Non-banking Loans

$

6,232,660   

 

discounted cash flow

 

determining private company interest rate based on changes in market rates of instruments with comparable creditworthiness

 

15-24%

Commercial Business Loan

10,247,854   

 

discounted cash flow

 

determining private company interest rate based on changes in market rates of instruments with comparable creditworthiness

 

20%

Other Equity

 

—    

 

last secured funding known by company

 

 

 

 

 

$

16,480,514   

 

 

 

 

 

 

 

 
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MILL CITY VENTURES III, LTD.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2025

 

The following table presents a reconciliation of the beginning and ending fair value balances for our Level 3 portfolio investment assets for the period ended December 31, 2024:

 

 

 

For the year ended December 31, 2024

 

 

 

ST Non-banking Loans

 

 

Preferred

Stock

 

 

Common

Stock

 

 

Other

Equity

 

 

 

 

 

 

 

 

Balance as of January 1, 2024

 

$16,961,766

 

 

$265,000

 

 

$

 

 

$10,000

 

Net change in unrealized depreciation

 

 

401,966

 

 

 

785,000

 

 

 

(150,000)

 

 

(10,000)

Purchases and other adjustments to cost

 

 

4,623,437

 

 

 

 

 

 

 

 

 

 

Sales and redemptions

 

 

(8,720,000)

 

 

 

 

 

 

 

 

 

Realized gain (loss)

 

 

(100,000)

 

 

(900,000)

 

 

 

 

 

 

Conversion from preferred to common stock

 

 

 

 

 

(150,000)

 

 

150,000

 

 

 

 

Transfers between level 3 and level 1

 

 

(160,938)

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2024

 

$13,006,231

 

 

$

 

 

$

 

 

$

 

 

The net change in unrealized depreciation for the year ended December 31, 2024 attributable to Level 3 portfolio investments still held as of December 31, 2024 was $83,496.

 

The following table lists our Level 3 investments held as of December 31, 2024 and the unobservable inputs used to determine their valuation:

 

Security Type

 

12/31/24 FMV

 

Valuation Technique

 

Unobservable Inputs

 

Range

ST Non-banking Loans

$

13,006,231   

 

discounted cash flow

 

determining private company interest rate based on changes in market rates of instruments with comparable creditworthiness

 

12-23%

Other Equity

 

—    

 

last secured funding known by company

 

economic changes since last funding

 

 

Common Stock

—    

 

last funding secured by company

 

economic changes since last funding

 

 

 

$

13,006,231   

 

 

 

 

 

 

 

NOTE 5 – RELATED-PARTY TRANSACTIONS

 

We maintain a conflicts of interest and related-party transactions policy requiring (i) certain disclosures be made to our Board of Directors in relation to situations where officers, directors, significant shareholders, or any of their affiliates may enter into transactions with us, and (ii) certain disclosures appear in the reports we prepare and file with the SEC.  In this regard, during the period covered by this report we entered into, or remained a party to, the following related-party transactions:

 

 

·

We held a promissory note with two shareholders in the principal amount of $250,000. The promissory note bore interest payable monthly at the rate of 10% per annum. The note was secured by the debtors’ pledge to us of 277,778 shares of common stock. The note was paid in full including all accrued interest on September 26, 2024.

 

 

 

 

·

As disclosed in Note 7, a component of our now terminated loan agreement was with a director of our Company.

 

NOTE 6 – INCOME TAXES

 

Presently, we are a C-Corporation for tax purposes and have booked an income tax provision for the periods described below. Our tax provision or benefit from income taxes for interim periods is determined using an estimate of our annual effective tax rate.

 

As of March 31, 2025 and December 31, 2024, we have a deferred tax asset of $732,000 and $770,000, respectively. As of March 31, 2025, our net deferred tax asset consists of foreign tax credit carryforwards, unrealized investment gain/loss, non-qualified stock option expenses, capital loss carryforwards, and depreciable assets.  Our determination of the realizable deferred tax assets and liabilities requires the exercise of significant judgment, based in part on business plans and expectations about future outcomes. 

 

 
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MILL CITY VENTURES III, LTD.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2025

 

As of March 31, 2025 and December 31, 2024 we had accrued taxes of $218,200 and $147,200, respectively. We recorded an increase of income taxes of $109,000 (28 percent effective tax rate) and $166,000 (26 percent effective tax rate) during the three months ended March 2025 and March 2024, respectively.  The deferred tax rate changed from 26.52% as of December 31, 2024 to 28.35% as of March 31, 2025 due to changes in state apportionment.

 

NOTE 7 – LINE OF CREDIT

 

We had a Loan and Security Agreement (the “Loan Agreement”) with a third party and director (collectively, the Lenders). Under the Loan Agreement, the Lenders made available to us a $5 million revolving line of credit for us to use in the ordinary course of our short-term specialty finance business, of which our director was required to fund one half of the amount. Amounts drawn under the Loan Agreement accrued interest at the per annum rate of 8%, through January 3, 2027, subject to early termination provisions at the Lender’s right at any time after January 3, 2023. Our obligations under the Loan Agreement were secured by a grant of a collateral security interest in substantially all of our assets.

 

In January 2024, we terminated the Loan Agreement. Any applicable fees related to early termination of the Agreement were waived.

 

NOTE 8 – STOCK-BASED COMPENSATION

 

Our 2022 Stock Incentive Plan (the “Plan”) authorized the issuance of incentives relating to 900,000 shares of common stock. As of March 31, 2025, incentives relating to the issuance of 870,000 shares have been issued under the Plan, leaving 30,000 shares available for issuance. The Plan was amended by the Board of Directors on August 14, 2023, and a registration statement on Form S-8 respecting the Plan was filed with the SEC on August 23, 2023.

 

The following table summarizes the activity for all stock options outstanding for the three months ended March 31, 2025:

 

 

 

Shares

 

 

Weighted Average Exercise Price

 

Options outstanding at beginning of year

 

 

670,000

 

 

$2.11

 

Granted

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

Options outstanding at end of period

 

 

670,000

 

 

$2.11

 

 

 

 

 

 

 

 

 

 

Options exercisable at March 31, 2025:

 

 

670,000

 

 

$2.11

 

 

The following table summarizes additional information about stock options outstanding and exercisable at March 31, 2025:

 

Options Outstanding

 

 

Options Exercisable

 

Options Outstanding

 

 

Weighted Average Remaining Contractual Life

 

 

Weighted Average Exercise Price

 

 

Aggregate Intrinsic Value

 

 

Options

Exercisable

 

 

Weighted Average Exercise Price

 

 

Aggregate Intrinsic Value

 

 

670,000

 

 

 

7.67

 

 

$2.11

 

 

$

 

 

 

670,000

 

 

$2.11

 

 

$

 

 

The Company recognized stock-based compensation expense for stock options of $0 and $0 for the three months ended March 31, 2025 and 2024, respectively.

 

 
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MILL CITY VENTURES III, LTD.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2025

 

NOTE 9 – SHAREHOLDERS’ EQUITY

 

At March 31, 2025, we had 6,062,773 shares of common stock issued and outstanding.

 

During the first quarter we repurchased 322,482 shares of common stock.

 

In connection with the 2022 public offering, the Company issued a five-year warrant to the underwriter. The warrant allows the underwriter to purchase up to 75,000 common shares at $5.00 per share. This warrant is exercisable after 180 days, and expires on August 8, 2027. This warrant is equity-classified and the fair value was $201,173 on the offering date.

 

NOTE 10 – PER-SHARE INFORMATION

 

Basic net gain per common share is computed by dividing net increase in net assets resulting from operations by the weighted-average number of common shares outstanding during the period. Diluted net gain per common share is computed by dividing net increase in net assets resulting from operations by the weighted-average number of dilutive common shares outstanding during the period calculated using the Treasury Stock method. The Treasury Stock method assumes that the proceeds received upon exercise of stock options are used to repurchase stock at the average market price during the period, thereby increasing the number of shares to be added in computing diluted earnings per share. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net gain per common share is set forth below:

 

 

 

For the Three Months Ended March 31,

 

 

 

2025

 

 

2024

 

 

 

Basic

 

 

Diluted

 

 

Basic

 

 

Diluted

 

Numerator:  Net increase in net assets resulting from operations

 

$451,746

 

 

$451,746

 

 

$382,103

 

 

$382,103

 

Denominator:  Weighted-average number of common shares outstanding

 

 

6,320,533

 

 

 

6,371,849

 

 

 

6,385,255

 

 

 

6,501,823

 

Basic and diluted net gain (loss) per common share

 

$0.07

 

 

$0.07

 

 

$0.06

 

 

$0.06

 

 

 
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Table of Contents

 

MILL CITY VENTURES III, LTD.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2025

 

NOTE 11 – FINANCIAL HIGHLIGHTS

 

The following is a schedule of financial highlights for the three months ended March 31, 2025 through 2021:

 

 

 

Three Months Ended March 31,

 

 

 

2025

 

 

2024

 

 

2023

 

 

2022

 

 

2021

 

Per Share Data (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value at beginning of period

 

$3.09

 

 

 

2.91

 

 

 

2.89

 

 

 

2.79

 

 

 

2.43

 

Net investment income (loss)

 

 

0.06

 

 

 

0.07

 

 

 

(0.17)

 

 

0.09

 

 

 

0.00

 

Net realized and unrealized gains (losses)

 

 

0.03

 

 

 

0.01

 

 

 

0.01

 

 

 

0.02

 

 

 

0.50

 

(Provision for) benefit from income taxes

 

 

(0.02)

 

 

(0.02)

 

 

0.04

 

 

 

(0.02)

 

 

(0.14)

Issuance of stock options

 

 

0.00

 

 

 

0.00

 

 

 

0.24

 

 

 

0.00

 

 

 

0.00

 

Repurchase of common stock

 

 

0.10

 

 

 

0.00

 

 

 

0.00

 

 

 

0.00

 

 

 

0.00

 

Other changes in equity

 

 

(0.03)

 

 

0.00

 

 

 

0.00

 

 

 

0.00

 

 

 

0.00

 

Net asset value at end of period

 

$3.23

 

 

 

2.97

 

 

 

3.01

 

 

 

2.88

 

 

 

2.79

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratio / Supplemental Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per share market value of investments at end of period

 

$2.80

 

 

 

2.68

 

 

 

3.19

 

 

 

4.19

 

 

 

2.81

 

Shares outstanding at end of period

 

 

6,062,773

 

 

 

6,385,255

 

 

 

6,185,255

 

 

 

4,795,739

 

 

 

4,794,184

 

Average weighted shares outstanding for the period - basic

 

 

6,320,533

 

 

 

6,385,255

 

 

 

6,185,255

 

 

 

4,795,739

 

 

 

4,793,739

 

Average weighted shares outstanding for the period - diluted

 

 

6,371,849

 

 

 

6,501,823

 

 

 

6,185,255

 

 

 

4,795,739

 

 

 

4,793,739

 

Net assets at end of period

 

$19,579,299

 

 

 

19,757,989

 

 

 

18,613,725

 

 

 

13,826,160

 

 

 

13,391,679

 

Average net assets (2)

 

$19,668,643

 

 

 

18,781,314

 

 

 

18,242,642

 

 

 

13,620,104

 

 

 

12,516,283

 

Total investment return

 

 

2.27%

 

 

2.06%

 

 

(4.15)%

 

 

3.23%

 

 

14.81%

Portfolio turnover rate (3)

 

 

0.37%

 

 

0.39%

 

 

21.63%

 

 

8.46%

 

 

40.24%

Ratio of operating expenses to average net assets (3)

 

 

(7.60)%

 

 

(7.57)%

 

 

(35.82)%

 

 

(15.28)%

 

 

(16.20)%

Ratio of net investment income (loss) to average net assets (3)

 

 

8.47%

 

 

10.58%

 

 

(20.92)%

 

 

14.24%

 

 

0.42%

Ratio of realized gains (losses) to average net assets (3)

 

 

0.00%

 

 

0.53%

 

 

(12.68)%

 

 

4.20%

 

 

133.32%

 

(1)

Per-share data was derived using the ending number of shares outstanding for the period.

(2)

Based on the monthly average of net assets as of the beginning and end of each period presented.

(3)

Ratios are annualized.

 

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

 

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. In addition, unless expressly stated otherwise, the comparisons presented in this MD&A refer to the same period in the prior year. Our MD&A is presented in seven sections:

 

 

·

Overview

 

·

Portfolio and Investment Activity

 

·

Results of Operations

 

·

Financial Condition

 

·

Critical Accounting Estimates

 

·

Off-Balance Sheet Arrangements

 

·

Forward Looking Statements

 

OVERVIEW

 

Mill City Ventures III, Ltd. was incorporated in the State of Minnesota on January 10, 2006. In this report, we generally refer to Mill City Ventures III, Ltd. in the first person “we.” On occasion, we refer to our company in the third person as “Mill City Ventures” or the “company.”

 

We are engaged in the business of providing short-term non-bank lending and specialty finance solutions to companies and individuals, generally on a secured basis. The loans we provide typically have maturities that are nine months or shorter, highly illiquid, and ordinarily involve a pledge of collateral or, in the case of loans made to companies, personal guarantees by the principals of the borrower.  Our loans may be made for real estate acquisitions, renovation and sale, or other projects relating to real estate, title loans, inventory needs, inventory financing, solve for short-term liquidity needs, or for other similar purposes. We intend to remain opportunistic, however, and may occasionally engage in transactions that involve our acquisition of other rights (such as stock, warrants or other equity-linked investments) or that are structured differently or uniquely.  Our business objective is to generate revenues from the interest and fees we charge, and capital appreciation from any related investments we make.

Our principal sources of income are interest and fees associated with our loans such as origination fees, closing fees or exit fees.  In connection with the short-term non-bank specialty finance loans we provide, we may receive reimbursement of legal costs associated with loan documentation. We occasionally derive income from dividends paid on equity securities we hold from time to time, or from the sale of our equity securities.  Our statement of operations also reflect increases and decreases in the carrying value of our assets and investments (i.e., unrealized appreciation and depreciation). Our principal expenses relate to operating expenses, the largest components of which are generally professional fees, payroll, occupancy, and insurance expenses.

Our MD&A should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024, as well as our reports on Forms 10-Q and 8-K and other publicly available information. All amounts herein are unaudited.  In addition, the following discussion of our results of operations and financial condition should be read in the context of this overview.

 

PORTFOLIO AND INVESTMENT ACTIVITY

 

During the three months ended March 31, 2025, we made $3,366,196 of investment purchases and had $4,099 of redemptions and repayments, resulting in net investments at amortized cost of $17,079,421 as of March 31, 2025. 

 

During the three months ended March 31, 2024, we made $73,438 of investment purchases and had $308,797 of redemptions and repayments, resulting in net investments at amortized cost of $18,366,616 as of March 31, 2024.

 

 
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Our portfolio composition by major class, based on fair value at March 31, 2025, was as follows:

 

 

 

Investments at

Fair Value

 

 

Percentage of

Fair Value

 

 

 

 

 

 

 

 

Short-term Non-banking Loans

 

$6,232,660

 

 

 

36.7%

Commercial Business Loans

 

 

10,247,854

 

 

 

60.4

 

Common Stock

 

 

497,646

 

 

 

2.9

 

Other Equity

 

 

 

 

 

 

Total

 

$16,978,160

 

 

 

100.0%

 

RESULTS OF OPERATIONS

 

Our operating results for the three months ended March 31, 2025 and March 31, 2024 were as follows:

 

 

 

For the Three Months Ended

March 31,

 

 

 

2025

 

 

2024

 

Investment Income:

 

$778,027

 

 

$832,667

 

Operating Expenses:

 

 

(379,783)

 

 

(361,087)

Net Investment Gain

 

$398,244

 

 

$471,580

 

 

Investment Income

 

We generate revenue primarily in the form of interest income derived from the short-term non-banking loans we provide, together with fees we charge in connection with those loans, such as commitment, origination, structuring, diligence, or consulting fees. Any such fees will be recognized as earned. In some cases, the interest payable to us on the short-term loans we provide may accrue or be paid in the form of additional debt. The principal amount of the debt instruments, together with any accrued but unpaid interest thereon, will generally become due at the maturity date of those debt instruments. On occasion, we may also generate revenue from dividends and capital gains on equity investments we make, if any, or on warrants or other equity interests that we may acquire.

 

For the three months ended March 31, 2025 and 2024, our total investment income was $778,027 and $832,667, respectively. Our loan portfolio generates interest income, with an average rate on the loans of 20.25%.

 

Professional Fees

 

For the three months ended March 31, 2025 and 2024, we had $142,656 and $138,371 of professional fees expense, respectively.

 

Payroll and Directors Fees

 

For the three months ended March 31, 2025 and 2024, we had $163,269 and $151,066 of payroll expense, respectively. In addition, director fees were $30,000 and $30,000 for the three months ended March 31, 2025 and 2024, respectively.

 

Interest Expense

 

For the three months ended March 31, 2025 and 2024, we had $0 and $320 of interest expense, respectively. The decrease is due to the termination of the line of credit agreement in January 2024.

 

Net Realized Gain (Loss) from Investments

 

For the three months ended March 31, 2025, we had $4,099 of proceeds from sale of investments, resulting in $236 of realized gains. For the three months ended March 31, 2024, we had $308,797 of proceeds from sale of investments, resulting in $24,495 of realized gains.

 

Net Change in Unrealized Appreciation (Depreciation) on Investments

 

For the three months ended March 31, 2025, our investments included $162,266 of unrealized appreciation. For the three months ended March 31, 2024, our investments included $51,751 of unrealized appreciation.

 

Changes in Net Assets from Operations

 

For the three months ended March 31, 2025, we recorded a net increase in net assets from operations of $451,746. Based on the weighted-average number of shares of common stock outstanding for the three months ended March 31, 2025, our per-share net increase in net assets from operations was $0.07. For the three months ended March 31, 2024, we recorded a net increase in net assets from operations of $382,103. Based on the weighted-average number of shares of common stock outstanding for the three months ended March 31, 2024, our per-share net increase in net assets from operations was $0.06.

 

 
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Cash Flows for the Three Months Ended March 31, 2025 and 2024

 

The level of cash flows used in or provided by operating activities is affected by the timing of purchases, redemptions and repayments of portfolio investments, among other factors. For the three months ended March 31, 2025, net cash used in operating activities was $3,646,585. Cash flows used in operating activities for the three months ended March 31, 2025 were primarily related to purchasing of investments totaling $3,366,196. For the three months ended March 31, 2024, net cash provided in operating activities was $128,701. Cash flows provided in operating activities for the three months ended March 31, 2024 were primarily related to redemptions and repayments of investments totaling $308,797. Cash flows used in our financing activities during the current period were due to the repurchase and retirement of 322,482 of our common shares for $630,436.

 

FINANCIAL CONDITION

 

As of March 31, 2025, we had cash of $1,749,089, a decrease of $4,277,021 from December 31, 2024. The primary use of our existing funds and any funds raised in the future is expected to be for our investments in portfolio companies or for other general corporate purposes, including paying for operating expenses or debt service to the extent we borrow or issue senior securities. Pending investment in portfolio companies, our investments may consist of cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, which we refer to collectively as “temporary investments.”

 

CRITICAL ACCOUNTING ESTIMATES

 

Our financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, or U.S. GAAP, which requires us 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 revenues and expenses during the reporting periods. Critical accounting policies are those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods.

 

In preparing the financial statements, management will 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 revenues and expenses during the reporting periods. In preparing the financial statements, management also will utilize available information, including our past history, industry standards and the current economic environment, among other factors, in forming its estimates and judgments, giving due consideration to materiality. Actual results will almost certainly differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to those of companies in similar businesses. As our expected operating results occur, we will describe additional critical accounting policies in the notes to our financial statements. Our most critical accounting policies relate to the valuation of our portfolio investments, and revenue recognition. For more information, refer to our Annual Report on Form 10-K for the year ended December 31, 2024.

 

OFF-BALANCE-SHEET ARRANGEMENTS

 

During the three months ended March 31, 2025, we did not engage in any off-balance sheet arrangements as described in Item 303(a)(4) of Regulation S-K.

 

FORWARD-LOOKING STATEMENTS

 

Some of the statements made in this section of our report are forward-looking statements based on our management’s current expectations for our company.  These expectations involve assumptions and are subject to substantial risks and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Forward-looking statements relate to future events or our future financial performance, and can ordinarily be identified by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words.  Important assumptions include our ability to identify and consummate new investments, achieve certain margins and levels of profitability, the availability of any needed additional capital, and the ability to maintain compliance with regulations applicable to us.  Some of the forward-looking statements contained in this report relate to, and are based our current assumptions regarding, the following:

 

 

·

our future operating results;

 

·

the success of our investments;

 

·

our relationships with third parties;

 

·

the dependence of our success on the general economy and its impact on the industries in which we invest;

 

·

the ability of our portfolio companies to achieve their objectives;

 

·

our expected financings and investments;

 

·

our regulatory structure and tax treatment;

 

·

the adequacy of our cash resources and working capital; and

 

·

the timing of cash flows, if any, we receive from our investments.

 

 
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The foregoing list is not exhaustive.  For a more complete summary of the risks and uncertainties facing our company and its business and relating to our forward-looking statements, please refer to our Annual Report on Form 10-K filed on April 17, 2023 (related to our year ended December 31, 2024) and in particular the section thereof entitled “Risk Factors.” Because of the significant uncertainties inherent in forward-looking statements pertaining to our company, the inclusion of those statements should not be regarded as a representation or warranty by us or any other person that our objectives, plans, expectations or projections that are contained in this filing will be achieved in any specified time frame, if ever. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this filing. The forward-looking statements made in this report relate only to events as of the date on which the statements are made, and are excluded from the safe harbor protection provided by Section 21E of the Securities Exchange Act of 1934.

 

ITEM 4. CONTROLS AND PROCEDURES

 

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance the objectives of the control system are met.

 

As of March 31, 2025, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of our disclosure controls and procedures as such term is defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures were not effective as of March 31, 2025 due to the material weakness in our internal control over financial reporting identified and disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2024.

 

There were no significant changes in our internal controls over financial reporting that occurred during the fiscal quarter covered by this report that materially affected, or were reasonably likely to materially affect such controls.

 

 
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PART II. OTHER INFORMATION

 

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

 

On October 4, 2024, our Board of Directors authorized the repurchase of up to $2 million of our outstanding common stock from time to time in open market purchases and private transactions, ending on December 31, 2025.  Repurchases under this repurchase authorization are subject to the discretion of the senior management team and market conditions, and as permitted by securities laws and other legal, regulatory and contractual requirements and covenants.

 

Our common stock repurchase activity for the three months ended March 31, 2025 was as follows:

 

Period

 

Total Number of Shares Purchased

 

 

Average Price Paid per Share

 

 

Total Number of Shares Purchased as Part of Publicly Announced Program

 

 

Approximate Dollar

Value of Shares

That May Yet

be Purchased Under

Program

 

January 2025

 

 

 

 

$

 

 

 

 

 

$

 

February 2025

 

 

 

 

$

 

 

 

 

 

$

 

March 2025

 

 

322,482

 

 

$1.95

 

 

 

322,482

 

 

$1,369,564

 

 

ITEM 5. OTHER ITEMS

 

During the three months ended March 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

 

 
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ITEM 6. EXHIBITS

 

Exhibit

Number

Description

3.1

Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed January 23, 2013)

3.2

 

Amended and Restated Bylaws of Mill City Ventures III, Ltd. (incorporated by reference to Exhibit 3.2 to the registrant’s registration statement on Form 10-SB filed on January 29, 2008)

10.1

 

Amendment No. 4 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated January 7, 2025 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on January 7, 2025)

10.2

 

Amendment No. 5 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated January 22, 2025 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on February 3, 2025)

10.3

 

Amended and Restated Subordination and Intercreditor Agreement with Orion Pip, LLC, dated January 24, 2025 (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on February 3, 2025)

10..4

 

Security Agreement with Mustang Funding, LLC, dated January 24, 2025 (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on February 3, 2025)

10.5

 

Executive Employment Agreement with Douglas M. Polinsky, dated effective January 1, 2025 (incorporated by reference to Exhibit 10.4 to the registrant's Current Report on Form 8-K filed on February 3, 2025)

10.6

 

Executive Employment Agreement with Joseph A. Geraci II, dated effective January 1, 2025 (incorporated by reference to Exhibit 10.5 to the registrant's Current Report on Form 8-K filed on February 3, 2025)

31.1

Section 302 Certification of the Chief Executive Officer

31.2

Section 302 Certification of the Chief Financial Officer

32.1

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

_____________

* Filed herewith

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

MILL CITY VENTURES III, LTD.

    
Date: May 12, 2025By:/s/ Douglas M. Polinsky

 

 

Douglas M. Polinsky

 
  

Chief Executive Officer

 

 

 

 

 

Date: May 12, 2025

By:

/s/ Joseph A. Geraci, II

 

 

 

Joseph A. Geraci, II

 

 

 

Chief Financial Officer

 

 

 
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