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):

 November 5, 2020

 

SURO 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.)

 

One Sansome Street

Suite 730

San Francisco, CA 94104

(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))

 

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

 

Title of each class: Trading symbol: Name of each exchange on which registered:
Common Stock, par value $0.01 per share SSSS Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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. ¨

 

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On November 5, 2020, SuRo Capital Corp. issued a press release announcing its financial results for the fiscal quarter ended September 30, 2020. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference.

 

The information disclosed under this Item 2.02, including the information set forth in 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 (the “Exchange Act”), or otherwise. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

 

  Item 9.01 Financial Statements and Exhibits.

 

Exhibit No. Description
   
Exhibit 99.1 Press Release dated November 5, 2020*

 

*The press release attached hereto as Exhibit 99.1 is “furnished” and not “filed,” as described in Item 2.02 of this Current Report on Form 8-K.

 

 

 

 

SIGNATURE

 

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:  November 5, 2020 SURO CAPITAL CORP.  
     
     
  By:  /s/ Allison Green  
   

Allison Green
Chief Financial Officer, Chief Compliance Officer, Treasurer and Corporate Secretary

 

 

 

 

 

Exhibit 99.1 

 

  

SuRo Capital Corp. Reports Third Quarter 2020 Financial Results

 

Net Asset Value of $12.46 per Share as of September 30, 2020

 

SAN FRANCISCO, CA, November 5, 2020 (GLOBE NEWSWIRE) – SuRo Capital Corp. (“SuRo Capital”, the “Company”, “we”, “us”, and “our”) (Nasdaq: SSSS) today announced its financial results for the quarter ended September 30, 2020. Net assets totaled approximately $252.7 million, or $12.46 per share, at September 30, 2020, as compared to $11.84 per share at June 30, 2020 and $11.24 per share at September 30, 2019.

 

“This quarter, SuRo Capital saw continued sequential improvement over last quarter, reaching its highest dividend-adjusted net asset value per share since September 30, 2015. Moreover, on October 28, 2020, our Board of Directors declared a $0.25 dividend, which is in addition to the $0.25 dividend previously declared on September 28, 2020,” said Mark Klein, President and Chief Executive Officer of SuRo Capital.

 

Klein continued, “The quarter was highlighted by several encouraging developments for our existing portfolio companies, including the direct listing of Palantir on the New York Stock Exchange, as well as an exciting new financing for Coursera, in which SuRo Capital participated with a $2.8 million follow-on, pro rata investment. Additionally, we are pleased to announce the closing of a new $10.0 million equity investment in Blink Health, Inc. subsequent to quarter-end.”

 

Investment Portfolio as of September 30, 2020

 

At September 30, 2020, SuRo Capital held positions in 24 portfolio companies with an aggregate fair value of approximately $215.4 million, excluding treasuries. As a result of the Company’s ongoing strategy to increase the size of its investments in individual portfolio companies, SuRo Capital continues to consolidate its investment portfolio around its top positions. The Company’s top five portfolio company investments accounted for approximately 71% of the total portfolio at fair value as of September 30, 2020.

 

Top Five Investments as of September 30, 2020

 

Portfolio Company ($ in millions)  Cost Basis   Fair Value   % of Total Portfolio 
Coursera, Inc.  $17.4   $52.7    24.5%
Palantir Technologies, Inc.   15.1    46.7    21.7 
Course Hero, Inc.   5.0    31.8    14.8 
Nextdoor.com, Inc.   10.0    10.6    4.9 
Ozy Media, Inc.     10.9    10.3    4.8 
Total (rounded)  $58.4   $152.1    70.6%

 

 

 

 

Third Quarter 2020 Investment Portfolio Activity

 

During the three months ended September 30, 2020, SuRo Capital funded the following follow-on investment:

 

Portfolio Company  Investment  Transaction Date 

Investment

(in millions)

 
Coursera, Inc.  Series F Preferred  07/15/2020  $2.8 

 

During the three months ended September 30, 2020, SuRo Capital exited the following investments:

 

Portfolio Company  Transaction Date  Shares Sold   Average Net Share Price (1)  

Net Proceeds

(in millions)

  

Realized Gain/(Loss)

(in millions)

 
Palantir Technologies, Inc. (2)  9/30/2020   400,000   $10.24   $4.1   $3.0 
4C Insights (f/k/a The Echo Systems Corp)(3)  7/29/2020   --    --   $0.8   ($0.6)
__________________
(1)The average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.
(2)As of September 30, 2020, SuRo Capital held 5,373,690 Class A common shares of Palantir Technologies, Inc. Of the remaining shares, 754,738 were unrestricted and 4,618,952 were subject to lock-up restrictions.
(3)On July 29, 2020 SuRo Capital exited its investment in 4C Insights (f/k/a The Echo Systems Corp.). In connection with this exit, SuRo Capital received 112,374 Class A common shares in Kinetiq Holdings, LLC in addition to cash proceeds and amounts currently held in escrow.

 

Subsequent to quarter-end, through November 5, 2020, SuRo Capital funded the following new investments:

 

Portfolio Company  Investment  Transaction Date 

Investment

(in millions)

 
Blink Health Inc.  Preferred Shares, Series A  10/27/2020  $5.0 
Blink Health Inc.  Preferred Shares, Series C  10/27/2020  $5.0 

 

Subsequent to quarter-end, through November 5, 2020, SuRo Capital exited or received proceeds from the following investments:

 

Portfolio Company 

 

Transaction Date

  Shares Sold   Average Net Share Price (1)  

Net Proceeds

(in millions)

  

Realized Gain

(in millions)

 
Palantir Technologies, Inc.(2)  Various   754,738   $10.04   $7.6   $5.4 
Palantir Lending Trust SPV I(3)  Various   N/A    N/A   $7.4(4)  $0.8(5)
__________________
(1)The average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.
(2)As of November 5, 2020, SuRo Capital holds 4,618,952 public shares of Palantir Technologies, Inc. common stock. Of the remaining common shares of Palantir Technologies, Inc. held by SuRo Capital, all are subject to certain lock-up restrictions.
(3)The Palantir Lending Trust SPV I promissory note was initially collateralized with 2,260,000 Class A common shares of Palantir Technologies, Inc. to which SuRo Capital retains a beneficial equity upside interest. As of November 5, 2020, 1,420,843 Class A common shares remain in Palantir Lending Trust SPV I, a portion of which are subject to certain lock-up restrictions.
(4)As of November 5, 2020, $7.4 million has been received from Palantir Lending Trust SPV I. Of the proceeds received, approximately $6.2 million repaid a portion of the $6.9 million outstanding principal, approximately $0.4 million was attributed to the accrued guaranteed interest, and $0.8 million was generated by the Equity Participation in Underlying Collateral. As of November 5, 2020, the remaining principal outstanding on the promissory note was approximately $0.7 million and approximately $0.4 million of guaranteed interest was still expected to be received.
(5)The realized gain from SuRo Capital's investment in Palantir Lending Trust SPV I is generated by the proceeds from the sale of a portion of the shares collateralizing the existing promissory note to Palantir Lending Trust SPV I and attributable to the Equity Participation in Underlying Collateral.

 

 

 

 

Third Quarter 2020 Financial Results

 

  

Quarter Ended

September 30, 2020

  

Quarter Ended

September 30, 2019

 
   $ in millions   per share(1)   $ in millions   per share(1) 
                 
Net investment loss  $(2.6)  $(0.15)  $(4.7)  $(0.24)
                     
Net realized gain on investments   2.4    0.13    1.8    0.09 
                     
Net change in unrealized appreciation of investments, net of tax effects   16.1    0.91    8.2    0.42 
                     
Net increase in net assets resulting from operations – basic  $15.9   $0.89   $5.3   $0.27 
                     
Dividends declared   (7.6)   (0.40)   -    - 
                     
Issuance of common stock from public offering   49.9    0.24    -    - 
                     
Issuance of common stock from conversion of 4.75% Convertible Notes due 2023   1.8    (0.11)   -    - 
                     
Repurchase of common stock(2)   -    -    (3.9)   0.14 
                     
Stock-based compensation   -    -    1.4    0.08 
                     
Increase in net asset value  $60.0   $0.62   $2.8   $0.49 

__________________
(1)Based on weighted-average number of shares outstanding for the relevant period.
(2)During the quarter ended September 30, 2019, the Company repurchased 605,327 shares of SuRo Capital common stock, for approximately $3.9 million in cash under its Share Repurchase Program. The use of cash in connection with the repurchases decreased net asset value as of period end; however, the reduction in shares outstanding as of period end resulted in an increase in the net asset value per share.

 

Weighted-average common basic shares outstanding were approximately 17.8 million and 19.5 million for the quarters ended September 30, 2020 and 2019, respectively.

 

SuRo Capital’s liquid assets were approximately $107.3 million as of September 30, 2020, consisting of cash and securities of publicly traded portfolio companies.

 

Share Repurchase Program

 

During the nine months ended September 30, 2020, SuRo Capital repurchased 1,284,565 shares of its common stock under the Share Repurchase Program for an aggregate purchase price of $7.3 million. From October 1, 2020 through November 5, 2020, the Company repurchased an additional 371,283 shares of its common stock for an aggregate purchase price of $3.1 million. Since the inception of the Share Repurchase Program in August 2017, SuRo Capital has repurchased 4,823,332 shares of its common stock for an aggregate purchase price of $30.4 million.

 

On October 28, 2020, the Board of Directors authorized a $10.0 million expansion of the Share Repurchase Program to $40.0 million. The dollar value of shares that may yet be purchased by the Company under the Share Repurchase Program is approximately $9.6 million.

 

As of November 5, 2020, under the publicly announced Share Repurchase Program and the 2019 Modified Dutch Auction Tender Offer, SuRo Capital has repurchased 6,272,607 shares of its common stock for approximately $40.4 million since inception of the Share Repurchase Program in August 2017.

 

 

 

 

Recent Dividend Declarations

 

On July 29, 2020, SuRo Capital’s Board of Directors declared a dividend of $0.15 per share paid on August 25, 2020 to the Company’s common stockholders of record as of the close of business on August 11, 2020. The dividend was paid in cash.

 

On September 25, 2020, SuRo Capital’s Board of Directors declared a dividend of $0.25 per share paid on October 20, 2020 to the Company’s common stockholders of record as of the close of business on October 5, 2020. The dividend was paid in cash.

 

Subsequent to quarter-end, on October 28, 2020, SuRo Capital’s Board of Directors declared a dividend of $0.25 per share payable on November 30, 2020 to the Company’s common stockholders of record as of the close of business on November 10, 2020. The dividend will be paid in cash.

 

At-The-Market Offering

 

On September 23, 2020, SuRo Capital increased the maximum dollar amount of shares of common stock that may be sold through its at-the-market offering (the “ATM Offering”) to $150.0 million from $50.0 million.

 

During the quarter ended September 30, 2020, SuRo Capital sold 3,808,979 shares under the ATM Offering for gross aggregate proceeds of approximately $50.9 million. The Company has not sold any shares of its common stock under the ATM Offering beginning September 29, 2020 to date. The remaining aggregate dollar value of shares that may yet be sold by the Company under the ATM Offering is approximately $99.1 million.

 

Conference Call and Webcast

 

Management will hold a conference call and webcast for investors on November 5, 2020 at 2:00 p.m. PT (5:00 p.m. ET). The conference call access number for U.S. participants is 646-828-8143, and the conference call access number for participants outside the U.S. is 800-263-0877. The conference ID number for both access numbers is 1424765. Additionally, interested parties can listen to a live webcast of the call from the "Investor Relations" section of SuRo Capital’s website at www.surocap.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 until 5:00 p.m. PT (8:00 p.m. ET) on November 12, 2020 by dialing 888-203-1112 (U.S.) or +1 719-457-0820 (International) and using conference ID number 1424765.

 

Certain Information Regarding the Dividends

 

The date of declaration and amount of any dividends, including any future dividends, are subject to the sole discretion of SuRo Capital’s Board of Directors. The aggregate amount of the dividends declared and paid by SuRo Capital will be fully taxable to stockholders. The tax character of SuRo Capital’s dividends cannot be finally determined until the close of SuRo Capital’s taxable year (December 31). SuRo Capital will report the actual tax characteristics of each year’s dividends annually to stockholders and the IRS on Form 1099-DIV subsequent to year-end.

 

Registered stockholders with questions regarding declared dividends may call American Stock Transfer at 800-937-5449.

 

Forward-Looking Statements

 

Statements included herein, including statements regarding SuRo Capital's beliefs, expectations, intentions, or strategies for the future, may constitute "forward-looking statements". SuRo Capital cautions you that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected or implied in these statements. All forward-looking statements involve a number of risks and uncertainties, including the impact of the COVID-19 pandemic and any market volatility that may be detrimental to our business, our portfolio companies, our industry, and the global economy, that could cause actual results to differ materially from the plans, intentions, and expectations reflected in or suggested by the forward-looking statements. Risk factors, cautionary statements, and other conditions which could cause SuRo Capital's actual results to differ from management's current expectations are contained in SuRo Capital's filings with the Securities and Exchange Commission. SuRo Capital undertakes no obligation to update any forward-looking statement to reflect events or circumstances that may arise after the date of this press release.

 

 

 

 

About SuRo Capital Corp.

 

SuRo Capital Corp. (Nasdaq:SSSS) is a publicly traded investment fund that seeks to invest in high-growth, venture-backed private companies. 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. SuRo Capital is headquartered in San Francisco, CA. Connect with the company on Twitter, LinkedIn, and at www.surocap.com

 

Contact

SuRo Capital Corp.

(650) 235-4769

IR@surocap.com

 

Media Contact

Bill Douglass

Gotham Communications, LLC

Communications@surocap.com

 

 

 

 

SURO CAPITAL CORP. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

 

   September 30, 2020   December 31, 2019 
ASSETS          
Investments at fair value:          
Non-controlled/non-affiliate investments (cost of $99,438,709 and $90,567,041, respectively)  $186,045,176   $152,866,112 
Non-controlled/affiliate investments (cost of $52,857,243 and $52,857,243, respectively)   28,440,826    37,944,268 
Controlled investments (cost of $7,161,412 and $7,161,412, respectively)   960,198    775,198 
Total Portfolio Investments   215,446,200    191,585,578 
Investments in U.S. Treasury bills (cost of $149,999,917 and $49,996,667, respectively)   150,000,000    50,000,000 
Total Investments (cost of $309,457,281 and $200,582,363, respectively)   365,446,200    241,585,578 
Cash   60,595,499    44,861,263 
Proceeds receivable   4,094,909     
Escrow proceeds receivable   116,679    265,303 
Interest and dividends receivable   422,004    84,630 
Deferred financing costs   296,198    11,382 
Prepaid expenses and other assets(1)   1,161,669    1,755,933 
Total Assets   432,133,158    288,564,089 
LIABILITIES          
Accounts payable and accrued expenses(1)   2,754,423    1,143,923 
Payable to executive officers       1,369,873 
Accrued interest payable       475,000 
Dividends payable   5,074,591    2,107,709 
Payable for securities purchased   134,249,917    44,746,660 
Income tax payable   35,850     
4.75% Convertible Senior Notes due March 28, 2023(2)   37,305,608    38,803,635 
Total Liabilities   179,420,389    88,646,800 
           
Net Assets  $252,712,769   $199,917,289 
NET ASSETS          
Common stock, par value $0.01 per share (100,000,000 authorized; 20,284,811 and 17,564,244 issued and outstanding, respectively)  $202,848   $175,642 
Paid-in capital in excess of par   225,047,913    178,550,374 
Unearned deferred compensation   (200,000)    
Accumulated net investment loss   (35,939,194)   (25,679,362)
Accumulated net realized gain on investments, net of distributions   7,612,281    5,867,417 
Accumulated net unrealized appreciation/(depreciation) of investments   55,988,921    41,003,218 
Net Assets  $252,712,769   $199,917,289 
Net Asset Value Per Share  $12.46   $11.38 

 

 

(1)This balance includes a right of use asset and corresponding operating lease liability, respectively.
(2)As of September 30, 2020 and December 31, 2019, the 4.75% Convertible Senior Notes due March 28, 2023 had a face value of $38,220,000 and $40,000,000, respectively.

 

 

 

 

SURO CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 

   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2020   2019   2020   2019 
INVESTMENT INCOME                    
Non-controlled/non-affiliate investments:                    
Interest income  $284,357   $298,515   $500,568   $635,187 
Dividend income           50,000     
Non-controlled/affiliate investments:                   
Interest income/(reversal of interest income accrual)       81,711    (29,184)   201,304 
Dividend income   123,750        180,000     
Controlled investments:                   
Interest income               58,937 
Dividend income           200,000    200,000 
Total Investment Income   408,107    380,226    901,384    1,095,428 
OPERATING EXPENSES                   
Management fees(1)               848,723 
Reversal of incentive fee accrual(1)               (4,660,472)
Costs incurred under Administration Agreement(1)               306,084 
Compensation expense(2)   1,030,239    3,070,409    4,960,679    3,702,517 
Directors’ fees   111,250    99,620    333,750    272,120 
Professional fees   714,345    807,143    2,532,183    4,179,093 
Interest expense   555,935    591,512    1,697,962    1,795,885 
Income tax expense   (1,657)   954    46,598    34,666 
Other expenses   585,886    512,792    1,590,044    1,504,545 
Total Operating Expenses   2,995,998    5,082,430    11,161,216    7,983,161 
Net Investment Loss   (2,587,891)   (4,702,204)   (10,259,832)   (6,887,733)
Realized Gains/(Losses) on Investments:                  
Non-controlled/non-affiliated investments   2,378,390    1,772,961    9,332,643    23,632,332 
Non-controlled/affiliate investments               (12,334,831)
Net Realized Gain on Investments   2,378,390    1,772,961    9,332,643    11,297,501 
Change in Unrealized Appreciation/(Depreciation) of Investments:                   
Non-controlled/non-affiliated investments   17,027,314    (7,998,030)   24,304,146    2,279,117 
Non-controlled/affiliate investments   (997,872)   11,264,416    (9,503,443)   19,067,052 
Controlled investments   100,000    4,924,309    185,000    (4,896,043)
Net Change in Unrealized Appreciation/(Depreciation) of Investments   16,129,442    8,190,695    14,985,703    16,450,126 
Benefit from taxes on unrealized depreciation of investments               885,566 
Net Change in Net Assets Resulting from Operations  $15,919,941   $5,261,452   $14,058,514   $21,745,460 
Net Change in Net Assets Resulting from Operations per Common Share:                    
Basic  $0.89   $0.27   $0.82   $1.11 
Diluted(3)  $0.76   $0.25   $0.75   $1.00 
Weighted-Average Common Shares Outstanding                
Basic   17,795,538    19,472,785    17,208,723    19,650,651 
Diluted(3)   21,598,403    23,204,129    21,087,926    23,381,995 

 

 

(1)This balance references a related-party transaction.
(2)For the nine months ended September 30, 2020, this balance includes $1,962,431 of accelerated recognition of compensation cost related to the cancellation of unvested options on April 28, 2020.
(3)For the three and nine months ended September 30, 2020 and the three and nine months ended September 30, 2019, 0 potentially dilutive common shares were excluded from the weighted-average common shares outstanding for diluted net increase in net assets resulting from operations per common share because the effect of these shares would have been anti-dilutive.

 

 

 

 

SURO CAPITAL CORP. AND SUBSIDIARIES

FINANCIAL HIGHLIGHTS (UNAUDITED)

 

   Three Months Ended September 30,   Nine Months Ended September 30, 
   2020   2019   2020   2019 
Per Basic Share Data                    
Net asset value at beginning of the period  $11.84   $10.75   $11.38   $9.89 
Net investment loss(1)   (0.15)   (0.24)   (0.60)   (0.35)
Net realized gain on investments(1)   0.13    0.09    0.54    0.57 
Net change in unrealized appreciation/(depreciation) of investments(1)   0.91    0.42    0.87    0.84 
Provision for taxes on unrealized appreciation of investments(1)               0.05 
Dividends declared   (0.40)       (0.40)    
Issuance of common stock from public offering   0.24        0.30     
Deferred offering costs                
Issuance of common stock from conversion of 4.75% Convertible Notes due 2023   (0.11)       (0.11)    
Repurchases of common stock(1)       0.14    0.36    0.17 
Stock-based compensation(1)       0.08    0.12    0.07 
Net asset value at end of period  $12.46   $11.24   $12.46   $11.24 
Per share market value at end of period  $10.56   $6.24   $10.56   $6.24 
Total return based on market value(2)   24.68%   (2.50)%   61.22%   19.54%
Total return based on net asset value(2)   5.24%   4.56%   9.49%   13.65%
Shares outstanding at end of period   20,284,811    19,041,519    20,284,811    19,041,519 
Ratios/Supplemental Data:                    
Net assets at end of period  $252,712,769   $213,949,030   $252,712,769   $213,949,030 
Average net assets  $205,006,043   $215,020,159   $191,342,719   $207,111,511 
Ratio of gross operating expenses to average net assets(3)   5.81%   7.45%   7.45%   6.08%
Ratio of income tax provision to average net assets   %   %   %   (0.43)%
Ratio of net operating expenses to average net assets(3)   5.81%   7.45%   7.45%   5.65%
Ratio of net investment income/(loss) to average net assets(3)   (5.02)%   (8.77)%   (6.82)%   (4.46)%
Portfolio Turnover Ratio   1.37%   4.80%   8.04%   12.72%

 

 

(1)Based on weighted-average number of shares outstanding for the relevant 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 year. 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. Significant and material non-recurring expenses are not annualized. For the three and nine months ended September 30, 2020, the Company excluded $0 and $1,962,431, respectively of non-recurring expenses. For the three and nine months ended September 30, 2019, the Company excluded $0 and $(1,769,820), respectively, of non-recurring expenses and did not annualize the income tax provision. 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.