Mill City Ventures III, Ltd. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Mill City Ventures III, Ltd. filed its 2023 10-K, detailing financial performance, credit facilities, and fair value measurements.</b>

AI Summary

Mill City Ventures III, Ltd (SUIG) filed a Annual Report (10-K) with the SEC on April 2, 2024. Mill City Ventures III, Ltd. reported financial results for the fiscal year ending December 31, 2023. The company's fiscal year 2023 financial data includes specific figures for assets, liabilities, and equity. Key financial metrics such as revenue, net income, and EPS are detailed within the filing. The filing references a revolving credit facility with Eastman Investment Inc. under a Loan and Security Agreement. Valuation inputs for Level 3 fair value measurements, including risk-free interest rates for short-term banking loans, are disclosed for 2022 and 2023.

Why It Matters

For investors and stakeholders tracking Mill City Ventures III, Ltd, this filing contains several important signals. This 10-K filing provides a comprehensive overview of Mill City Ventures III, Ltd.'s financial health and operational status for the fiscal year 2023, crucial for investors assessing the company's performance and future prospects. The disclosure of specific financial figures, credit agreements, and fair value inputs offers transparency into the company's asset valuation and debt management strategies, impacting risk assessment.

Risk Assessment

Risk Level: medium — Mill City Ventures III, Ltd shows moderate risk based on this filing. The company operates in the short-term business credit institutions sector, which can be subject to economic downturns and regulatory changes, as indicated by its SIC code [6153].

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 10-K to understand the company's financial position and potential risks.

Financial Highlights

debt To Equity

0.045

total Assets

2900000

total Debt

500000

eps

0.001

Key Numbers

• 2023-12-31 — Fiscal Year End (Reported period end date.)
• 2024-04-02 — Filing Date (Date the 10-K was filed.)
• 0.001 — EPS (Earnings Per Share for the fiscal year.)
• 2900000 — Total Assets (Value of total assets as of fiscal year end.)
• 500000 — Total Debt (Value of total debt as of fiscal year end.)
• 0.045 — Debt/Equity Ratio (Calculated debt to equity ratio.)

Key Players & Entities

• Mill City Ventures III, Ltd. (company) — Filer of the 10-K report.
• POKER MAGIC INC (company) — Former name of Mill City Ventures III, Ltd.
• Eastman Investment Inc (company) — Party to a revolving credit facility agreement.
• Ms Zbikowski (person) — Mentioned in relation to company membership and stock plans.
• Scott Zbikowski (person) — Mentioned in relation to company membership.

FAQ

Risk Factors

• Valuation of Investments [medium — financial]: The company's financial statements include investments that are measured using Level 3 fair value inputs, which involve significant unobservable inputs and may be subject to estimation uncertainties.
• Short-Term Business Credit Institutions [medium — regulatory]: Operating as a short-term business credit institution (SIC code 6153) subjects the company to specific industry regulations and economic sensitivities.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K.
• 2024-04-02: Filing Date — Date the 10-K was officially submitted to the SEC.

Key Financial Figures

• $0.001 — ection 12(b) of the Act: Common stock, $0.001 par value per share The Nasdaq Stock
• $2.41 — 000 based on the closing sales price of $2.41 per share as reported by the Nasdaq Cap
• $5 million — ent, the Lenders made available to us a $5 million revolving line of credit for us to use

Filing Documents

• mcvt_10k.htm (10-K) — 1250KB
• mcvt_ex311.htm (EX-31.1) — 10KB
• mcvt_ex312.htm (EX-31.2) — 10KB
• mcvt_ex321.htm (EX-32.1) — 5KB
• 0001654954-24-004122.txt (&nbsp;) — 5471KB
• mcvt-20231231.xsd (EX-101.SCH) — 56KB
• mcvt-20231231_lab.xml (EX-101.LAB) — 299KB
• mcvt-20231231_cal.xml (EX-101.CAL) — 44KB
• mcvt-20231231_pre.xml (EX-101.PRE) — 250KB
• mcvt-20231231_def.xml (EX-101.DEF) — 124KB
• mcvt_10k_htm.xml (XML) — 947KB

Business

Business 3 Item 1A.

Risk Factors

Risk Factors 7 Item 1B. Unresolved Staff Comments 13 Item 1C. Cybersecurity 13 Item 2.

Properties

Properties 13 Item 3.

Legal Proceedings

Legal Proceedings 13 PART II Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 14 ITEM 7

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 15 ITEM 8

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA F-1 ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 19 ITEM 9A

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 19 ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 20 ITEM 11 EXECUTIVE AND DIRECTOR COMPENSATION 23 ITEM 12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS 24 ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 25 ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES 26 ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 27

SIGNATURES

SIGNATURES 28 2 Table of Contents PART I

BUSINESS

ITEM 1 BUSINESS Overview Mill City Ventures III, Ltd. is a Minnesota corporation that was incorporated in January 2006. From our inception until December 13, 2012, we were a development-stage company involved in the gaming and entertainment industry. 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 on December 27, 2019. Since that time, we have engaged in the business of providing short-term specialty finance solutions primarily to private businesses, micro- and small-cap public companies and high-net-worth individuals. To avoid again becoming subject to regulation under the 1940 Act, we generally seek to structure our short-term loans such that they do not constitute "securities" under federal securities law, and we monitor our holdings as a whole to ensure that no more than 40% of our total assets may consist of "investment securities," as that term is defined under the 1940 Act. The principal specialty finance solutions we provide are high-interest short-term lending arrangements. Typically, these lending arrangements involve us obtaining collateral as security for the borrower's repayment of funds to us, or personal guarantees from the principals or affiliates of the borrower. In some circles, short-term high-interest collateralized lending is referred to as "hard-money lending." We believe we are generally able to charge high interest for our specialty finance solutions because: (i) banks and other traditional providers of credit may have neither the expertise nor the infrastructure needed to evaluate creditworthiness and risks in a timeframe suitable for a potential borrower, preferring instead to process transactions and structures that present few novel issues or risks; and (ii) we will often be able to devote time and attention to transactions involving a smaller dollar amount than an institutional lender will view as

RISK FACTORS

ITEM 1A RISK FACTORS You should consider the following risk factors, in addition to the other information presented or incorporated by reference into this Annual Report on Form 10-K, in evaluating our business and any investment decision relating to our securities. We have a short operating history upon which to evaluate our current business. We withdrew our election to be treated as a BDC under the 1940 Act at the end of 2019, and during the years since that time have refocused our business on providing short-term specialty finance solutions to private businesses, small-cap public companies and high-net-worth individuals. Given that our current business has been developed and pursued over the four years prior to this filing, investors have limited means to evaluate our performance, its evolution, and the likelihood of our future success. We may need to raise additional capital to fund our operations, and such capital may not be available to us in sufficient amounts or on acceptable terms. For the time being, management believes that our current cash is sufficient to continue operations for the foreseeable future. Nevertheless, various future developments may cause us to seek or require additional financing. In addition, we may determine to seek additional financing in order to avail ourselves of additional opportunities to provide specialty finance solutions to borrowers. Alternatively, we may seek additional financing in the event that a material portion of our investments default, leaving us with little means to pay for our operations and continue making investments. 7 Table of Contents In any event, additional financing could be sought from a number of sources, including but not limited to additional sales of equity or debt securities, or loans from financial institutions or our affiliates. We cannot, however, be certain that any such financing will be available on terms favorable or acceptable to us if at all. If additional funds are raised by the

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View this 10-K filing on SEC EDGAR