Exhibit
99.1
 | | NEWS
RELEASE |
14
Lafayette Square, Suite 1405 ● Buffalo, New York 14203
FOR
IMMEDIATE RELEASE
Rand
Capital Reports Second Quarter Fiscal Year 2026 Results
| ● | Total
investment income was $1.4 million compared with $1.6 million in the prior-year period, primarily
reflecting the impact of non-accruals |
| ● | Net
asset value (NAV) per share was $17.33 at June 30, 2026 |
| ● | Realized
gain of $959,000 during the quarter from portfolio exit |
| ● | Deployed
$6.9 million into two new portfolio investments during the quarter |
| ● | Declared
quarterly dividend of $0.29 per share for third quarter 2026 |
BUFFALO,
NY, August 5, 2026 – Rand Capital Corporation (Nasdaq: RAND) (“Rand” or the “Company”), a business
development company providing alternative financing for lower middle market companies, announced its results for the second quarter ended
June 30, 2026.
“Our
second quarter results reflected continued progress as we selectively deployed capital into new income-producing investments while actively
managing the portfolio,” said Daniel P. Penberthy, President and Chief Executive Officer of Rand. “During the quarter, we
committed $6.9 million to two new portfolio companies, realized a gain on the exit of Applied Image, and maintained our regular dividend.
While non-accruals continued to pressure current income and portfolio yield, we believe Rand remains well positioned with a predominantly
debt-oriented portfolio, strong liquidity and a focus on capital deployment as attractive lower middle market opportunities emerge.”
Second
Quarter Review (compared with the prior-year period unless otherwise noted)
| ● | Total
investment income of $1.4 million decreased $208,000, or 13%, from $1.6 million in the second
quarter of 2025, primarily reflecting lower interest income from portfolio companies due
to certain investments being placed on non-accrual status over the last year. Dividend and
other investment income of $153,000 in the second quarter of 2026 partially offset this decline
in interest income. |
| ● | For
the second quarter of 2026, non-cash payment-in-kind (PIK) interest totaled $116,000, representing
10% of interest income from portfolio companies, compared with 40% in the prior-year period.
This decline in PIK as a percentage of interest income reflects the impact of five portfolio
companies being placed on non-accrual status, which reduced the amount of PIK interest recognized
in the quarter. |
| ● | Total
expenses were $647,000 compared with a benefit of ($864,000) in the same period last year.
This was due to the fact that the second quarter of 2025 included a $1.5 million capital
gains incentive fee benefit, while the second quarter of 2026 had no capital gains incentive
fee benefit or expense. |
| ● | Adjusted
expenses, which exclude capital gains incentive fees, and are a non-GAAP financial measure,
were $647,000 compared with $626,000 in the second quarter of 2025. See the attached description
of this non-GAAP financial measure and reconciliation table for adjusted expenses. |
Rand Capital Reports Second Quarter Fiscal Year 2026 Results August 5, 2026 Page 2 of 7 |
| ● | Net
investment income was $710,000, or $0.24 per share, compared with $2.5 million, or $0.83
per share, in the second quarter of 2025. Adjusted net investment income per share, a non-GAAP
financial measure, which excludes the capital gains incentive fee, was $0.24 per share, compared
with $0.33 per share in last year’s second quarter. See the attached description
of this non-GAAP financial measure and reconciliation table for adjusted net investment income
per share. |
Portfolio
and Investment Activity
As
of June 30, 2026, Rand’s investment portfolio had a fair value of $56.5 million, up 16.5% from $48.5 million at December 31, 2025,
reflecting new investment activity during the first half of 2026. The portfolio consisted of investments in 21 portfolio businesses and
was comprised of approximately 79% debt investments and 21% equity investments at fair value.
The
annualized weighted average yield of debt investments, including PIK interest, was 8.98% at June 30, 2026, compared with 11.3% at December
31, 2025. This change in the annualized weighted average yield primarily reflects the timing of placing certain portfolio investments
on non-accrual.
Second
Quarter 2026 portfolio activity included:
| ● | Feature
Healthcare, LLC d/b/a 4 Seasons Home Care: Rand invested $4.5 million in a term loan
bearing interest at 12% plus 2% PIK. Feature Healthcare, based in Atlanta, Georgia, is a
provider of home care services. |
| ● | Termite
Guy Corporation: Rand invested $2.1 million in a term loan bearing interest at 13% plus
1% PIK and made a $300,000 equity investment. Based in Santa Ana, California, Termite Guy
provides termite inspection, fumigation and structural repair services. |
| ● | Applied
Image, Inc.: Rand exited its investment and received full repayment of its $1.7 million
debt investment, along with a realized gain of $959,000 related to its warrant position. |
| ● | BlackJet
Direct Marketing, LLC: The company repaid $250,000 during the quarter on their debt investment,
resulting in Rand receiving a $7,500 prepayment fee. |
| ● | BMP
Swanson Holdco LLC: During the quarter, BMP Swanson ceased operations, which led Rand
to fully write down the value of its debt and equity positions in the company to zero, resulting
in an aggregate $2.5 million reduction in fair value from the prior quarter. |
Liquidity
and Capital Resources
Rand
ended the quarter with $430,000 in cash and cash equivalents on hand, compared with $4.2 million at December 31, 2025. The Company had
$5.1 million outstanding on its line of credit as of June 30, 2026, with estimated remaining availability of approximately $12.4 million.
The weighted average interest rate was 7.12% during the six months ended June 30, 2026, compared with 7.88% during the six months ended
June 30, 2025.
The
Company did not repurchase any outstanding common stock during the second quarter of 2026.
Dividends
On
April 29, 2026, Rand declared its regular quarterly cash dividend of $0.29 per share, which was paid during the second quarter to shareholders
of record as of May 27, 2026.
On
July 30, 2026, Rand declared its regular quarterly cash dividend of $0.29 per share, which will be payable on or about September 9, 2026,
to shareholders of record as of August 26, 2026.
Webcast
and Conference Call
Rand
will host a conference call and webcast on Wednesday, August 5, 2026, at 1:30 p.m. Eastern Time, to review its financial results. The
review will be accompanied by a slide presentation, which will be available on Rand’s website at www.randcapital.com in
the “Investor Relations” section. Rand’s conference call can be accessed by calling (201) 689-8263. Alternatively,
the webcast can be monitored on Rand’s website at www.randcapital.com under “Investors” where the replay will
also be available.
Rand Capital Reports Second Quarter Fiscal Year 2026 Results August 5, 2026 Page 3 of 7 |
A
telephonic replay will be available from 4:30 p.m. Eastern Time on the day of the call through Wednesday, August 19, 2026. To listen
to the archived call, dial (412) 317-6671 and enter replay pin 13761056. A transcript of the call will also be posted once available.
ABOUT
RAND CAPITAL
Rand
Capital Corporation (Nasdaq: RAND) is an externally managed business development company (BDC). The Company’s investment objective
is to maximize total return to its shareholders with current income and capital appreciation by focusing its debt and related equity
investments in privately-held, lower middle market companies with committed and experienced managements in a broad variety of industries.
Rand primarily invests in businesses that have sustainable, differentiated and market-proven products, revenue of more than $10 million
and EBITDA in excess of $1.5 million. The Company’s investment activities are managed by its external investment adviser, Rand
Capital Management, LLC. Additional information can be found at the Company’s website where it regularly posts information: randcapital.com.
Safe
Harbor Statement
This
press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than historical facts, including but not limited
to statements regarding the strategy of the Company and its outlook; statements regarding the implementation of the Company’s strategy
and the growth of its dividend; and any assumptions underlying any of the foregoing, are forward-looking statements. Forward-looking
statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by
the words “may,” “will,” “should,” “potential,” “intend,” “expect,”
“endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,”
“believe,” “could,” “project,” “predict,” “continue,” “target”
or other similar words or expressions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions
prove to be incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The
inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved.
Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others,
(1) evolving legal, regulatory and tax regimes; (2) changes in general economic and/or industry specific conditions; and (3) other risk
factors as detailed from time to time in Rand’s reports filed with the Securities and Exchange Commission (“SEC”),
including Rand’s annual report on Form 10-K for the year ended December 31, 2025, quarterly reports on Form 10-Q, and other documents
filed with the SEC. Consequently, such forward-looking statements should be regarded as Rand’s current plans, estimates and beliefs.
Except as required by applicable law, Rand assumes no obligation to update the forward-looking information contained in this release.
Contacts:
| Company: |
Investors:
|
| |
|
| Daniel
P. Penberthy |
Craig
P. Mychajluk / Deborah K. Pawlowski |
| President
and CEO |
Alliance
Advisors IR |
| 716.853.0802 |
716-843-3832
/ 716-843-3908 |
| invest@randcapital.com |
cmychajluk@allianceadvisors.com
dpawlowski@allianceadvisors.com |
FINANCIAL
TABLES FOLLOW
Rand Capital Reports Second Quarter Fiscal Year 2026 Results August 5, 2026 Page 4 of 7 |
Rand
Capital Corporation and Subsidiaries
Consolidated
Statements of Financial Position
| | |
June
30, 2026 (Unaudited) | | |
December
31, 2025 | |
| ASSETS | |
| | | |
| | |
| Investments at fair value: | |
| | | |
| | |
| Control investments (cost of $6,563,940 and $6,563,940, respectively) | |
$ | 1,400,000 | | |
$ | 1,400,000 | |
| Affiliate investments (cost of $46,641,149 and $40,867,599, respectively) | |
| 38,621,568 | | |
| 36,775,685 | |
| Non-Control/Non-Affiliate investments (cost of $14,255,387 and $9,630,860, respectively) | |
| 16,479,338 | | |
| 10,304,811 | |
| Total investments, at fair value (cost of $67,460,476 and $57,062,399, respectively) | |
| 56,500,906 | | |
| 48,480,496 | |
| Cash and cash equivalents | |
| 429,639 | | |
| 4,208,948 | |
| Interest receivable (net of allowance of $25,337) | |
| 231,192 | | |
| 168,039 | |
| Prepaid income taxes | |
| 328,088 | | |
| 283,581 | |
| Other assets | |
| 170,841 | | |
| 54,248 | |
| Total assets | |
$ | 57,660,666 | | |
$ | 53,195,312 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY (NET ASSETS) | |
| | | |
| | |
| Liabilities: | |
| | | |
| | |
| Due to investment adviser | |
$ | 548,049 | | |
$ | 519,287 | |
| Accounts payable and accrued expenses | |
| 85,575 | | |
| 101,975 | |
| Line of credit | |
| 5,100,000 | | |
| — | |
| Deferred revenue | |
| 467,155 | | |
| 390,597 | |
| Total liabilities | |
| 6,200,779 | | |
| 1,011,859 | |
| | |
| | | |
| | |
| Stockholders’ equity (net assets): | |
| | | |
| | |
| Common stock, $0.10 par; shares authorized 100,000,000; shares issued: 3,037,709; shares outstanding: 2,969,814 at June 30, 2026 and December 31, 2025 | |
| 303,771 | | |
| 303,771 | |
| Capital in excess of par value | |
| 64,063,157 | | |
| 64,063,157 | |
| Treasury stock, at cost: 67,895 shares at June 30, 2026 and December 31, 2025 | |
| (1,566,605 | ) | |
| (1,566,605 | ) |
| Total distributable earnings | |
| (11,340,436 | ) | |
| (10,616,870 | ) |
| Total stockholders’ equity (net assets) (per share – June 30, 2026: $17.33; December 31, 2025: $17.57) | |
| 51,459,887 | | |
| 52,183,453 | |
| Total liabilities and stockholders’ equity (net assets) | |
$ | 57,660,666 | | |
$ | 53,195,312 | |
Rand Capital Reports Second Quarter Fiscal Year 2026 Results August 5, 2026 Page 5 of 7 |
Rand
Capital Corporation and Subsidiaries
Consolidated
Statements of Operations
(Unaudited)
| | |
Three
months ended June 30, 2026 | | |
Three
months ended June 30, 2025 | | |
Six
months ended June 30, 2026 | | |
Six
months ended June 30, 2025 | |
| Investment
income: | |
| | | |
| | | |
| | | |
| | |
| Interest
from portfolio companies: | |
| | | |
| | | |
| | | |
| | |
| Control
investments | |
$ | 7,621 | | |
$ | 12,979 | | |
$ | 16,517 | | |
$ | 12,979 | |
| Affiliate
investments | |
| 828,689 | | |
| 1,264,789 | | |
| 1,781,864 | | |
| 2,547,648 | |
| Non-Control/Non-Affiliate
investments | |
| 337,417 | | |
| 236,794 | | |
| 558,105 | | |
| 631,101 | |
| Total
interest from portfolio companies | |
| 1,173,727 | | |
| 1,514,562 | | |
| 2,356,486 | | |
| 3,191,728 | |
| Interest
from other investments: | |
| | | |
| | | |
| | | |
| | |
| Non-Control/Non-Affiliate
investments | |
| 27 | | |
| 36,556 | | |
| 13,828 | | |
| 46,939 | |
| Total
interest from other investments | |
| 27 | | |
| 36,556 | | |
| 13,828 | | |
| 46,939 | |
| Dividend
and other investment income: | |
| | | |
| | | |
| | | |
| | |
| Affiliate
investments | |
| 152,513 | | |
| — | | |
| 152,513 | | |
| 13,125 | |
| Total
dividend and other investment income | |
| 152,513 | | |
| — | | |
| 152,513 | | |
| 13,125 | |
| Fee income: | |
| | | |
| | | |
| | | |
| | |
| Control
investments | |
| 4,516 | | |
| 4,516 | | |
| 9,032 | | |
| 9,032 | |
| Affiliate
investments | |
| 53,871 | | |
| 42,891 | | |
| 88,872 | | |
| 174,646 | |
| Non-Control/Non-Affiliate
investments | |
| 9,765 | | |
| 3,772 | | |
| 13,537 | | |
| 174,731 | |
| Total
fee income | |
| 68,152 | | |
| 51,179 | | |
| 111,441 | | |
| 358,409 | |
| Total
investment income | |
| 1,394,419 | | |
| 1,602,297 | | |
| 2,634,268 | | |
| 3,610,201 | |
| Expenses: | |
| | | |
| | | |
| | | |
| | |
| Base management
fee | |
| 205,153 | | |
| 217,649 | | |
| 394,848 | | |
| 469,857 | |
| Income
based incentive fees | |
| — | | |
| — | | |
| — | | |
| 119,673 | |
| Capital
gains incentive fees | |
| — | | |
| (1,490,000 | ) | |
| — | | |
| (1,565,000 | ) |
| Interest
expense | |
| 72,476 | | |
| 25,417 | | |
| 102,086 | | |
| 61,903 | |
| Professional
fees | |
| 124,194 | | |
| 142,020 | | |
| 347,816 | | |
| 350,862 | |
| Stockholders
and office operating | |
| 104,559 | | |
| 103,349 | | |
| 165,828 | | |
| 194,112 | |
| Directors’
fees | |
| 76,375 | | |
| 66,550 | | |
| 149,750 | | |
| 130,400 | |
| Administrative
fees | |
| 52,500 | | |
| 50,250 | | |
| 103,200 | | |
| 99,000 | |
| Insurance | |
| 10,614 | | |
| 9,974 | | |
| 20,586 | | |
| 23,136 | |
| Corporate
development | |
| 1,519 | | |
| (2,493 | ) | |
| 5,193 | | |
| 4,501 | |
| Bad
debt expense | |
| — | | |
| 13,125 | | |
| — | | |
| 38,462 | |
| Total
expenses | |
| 647,390 | | |
| (864,159 | ) | |
| 1,289,307 | | |
| (73,094 | ) |
| Net investment
income before income taxes: | |
| 747,029 | | |
| 2,466,456 | | |
| 1,344,961 | | |
| 3,683,295 | |
| Income
tax expense (benefit) | |
| 37,368 | | |
| (11,778 | ) | |
| 90,273 | | |
| (13,054 | ) |
| Net investment
income | |
| 709,661 | | |
| 2,478,234 | | |
| 1,254,688 | | |
| 3,696,349 | |
| Net realized
gain on sales and dispositions of investments: | |
| | | |
| | | |
| | | |
| | |
| Affiliate
investments | |
| 958,948 | | |
| — | | |
| 2,034,519 | | |
| 925,357 | |
| Non-Control/Non-Affiliate
investments | |
| — | | |
| — | | |
| — | | |
| (25 | ) |
| Net realized
gain on sales and dispositions of investments | |
| 958,948 | | |
| — | | |
| 2,034,519 | | |
| 925,332 | |
| Net change
in unrealized appreciation/depreciation on investments: | |
| | | |
| | | |
| | | |
| | |
| Control
investments | |
| — | | |
| — | | |
| — | | |
| (875,000 | ) |
| Affiliate
investments | |
| (1,887,551 | ) | |
| (10,122,270 | ) | |
| (3,927,667 | ) | |
| (10,545,654 | ) |
| Non-Control/Non-Affiliate
investments | |
| 1,550,000 | | |
| (189,944 | ) | |
| 1,550,000 | | |
| (189,944 | ) |
| Change
in unrealized appreciation/depreciation before income taxes | |
| (337,551 | ) | |
| (10,312,214 | ) | |
| (2,377,667 | ) | |
| (11,610,598 | ) |
| Deferred
income tax benefit | |
| (35,220 | ) | |
| (97,826 | ) | |
| (87,269 | ) | |
| (94,210 | ) |
| Net
change in unrealized appreciation/depreciation on investments | |
| (302,331 | ) | |
| (10,214,388 | ) | |
| (2,290,398 | ) | |
| (11,516,388 | ) |
| Net
realized and unrealized gain (loss) on investments | |
| 656,617 | | |
| (10,214,388 | ) | |
| (255,879 | ) | |
| (10,591,056 | ) |
| Net
increase (decrease) in net assets from operations | |
$ | 1,366,278 | | |
$ | (7,736,154 | ) | |
$ | 998,809 | | |
$ | (6,894,707 | ) |
| Weighted average shares outstanding | |
| 2,969,814 | | |
| 2,969,814 | | |
| 2,969,814 | | |
| 2,920,135 | |
| Basic and
diluted net increase (decrease) in net assets from operations per share | |
$ | 0.46 | | |
$ | (2.60 | ) | |
$ | 0.34 | | |
$ | (2.36 | ) |
Rand Capital Reports Second Quarter Fiscal Year 2026 Results August 5, 2026 Page 6 of 7 |
Rand
Capital Corporation and Subsidiaries
Consolidated
Statements of Changes in Net Assets
(Unaudited)
| | |
Three
months ended
June
30, 2026 | | |
Three
months ended
June
30, 2025 | | |
Six
months
ended
June
30, 2026 | | |
Six
months
ended
June
30, 2025 | |
| Net
assets at beginning of period | |
$ | 50,954,855 | | |
$ | 65,311,253 | | |
$ | 52,183,453 | | |
$ | 65,332,520 | |
| Net investment income | |
| 709,661 | | |
| 2,478,234 | | |
| 1,254,688 | | |
| 3,696,349 | |
| Net realized gain on sales
and dispositions of investments | |
| 958,948 | | |
| — | | |
| 2,034,519 | | |
| 925,332 | |
| Net change
in unrealized appreciation/depreciation on investments | |
| (302,331 | ) | |
| (10,214,388 | ) | |
| (2,290,398 | ) | |
| (11,516,388 | ) |
| Net increase
(decrease) in net assets from operations | |
| 1,366,278 | | |
| (7,736,154 | ) | |
| 998,809 | | |
| (6,894,707 | ) |
| Declaration of dividend | |
| (861,246 | ) | |
| (861,145 | ) | |
| (1,722,375 | ) | |
| (1,723,859 | ) |
| Net
assets at end of period | |
$ | 51,459,887 | | |
$ | 56,713,954 | | |
$ | 51,459,887 | | |
$ | 56,713,954 | |
Rand Capital Reports Second Quarter Fiscal Year 2026 Results August 5, 2026 Page 7 of 7 |
Rand
Capital Corporation and Subsidiaries
Reconciliation
of GAAP Total Expense to Non-GAAP Adjusted Expenses
(Unaudited)
In
addition to reporting total expenses, which is a U.S. generally accepted accounting principle (“GAAP”) financial measure,
Rand presents adjusted expenses, which is a non-GAAP financial measure. Adjusted expenses is defined
as GAAP total expenses removing the effect of any expenses/(credits) for capital gains incentive fees accrual. GAAP total expenses is
the most directly comparable GAAP financial measure. Rand believes that adjusted expenses provides useful information to investors regarding
financial performance because it is a method the Company uses to measure its financial and business trends related to its results of
operations. The presentation of this additional information is not meant to be considered in isolation or as a substitute for financial
results prepared in accordance with GAAP.
| | |
Three
months
ended
June
30, 2026 | | |
Three
months
ended
June
30, 2025 | | |
Six
months
ended
June
30, 2026 | | |
Six
months
ended
June
30, 2025 | |
| | |
| | |
| | |
| | |
| |
| Total expenses
(benefits) | |
$ | 647,390 | | |
$ | (864,159 | ) | |
$ | 1,289,307 | | |
$ | (73,094 | ) |
| Exclude
expenses (credits) for capital gains incentive fees | |
| - | | |
| (1,490,000 | ) | |
| - | | |
| (1,565,000 | ) |
| Adjusted
total expenses | |
$ | 647,390 | | |
$ | 625,841 | | |
$ | 1,289,307 | | |
$ | 1,491,906 | |
Reconciliation
of GAAP Net Investment Income per Share to
Adjusted Net Investment Income per Share
(Unaudited)
In
addition to reporting Net Investment Income per Share, which is a GAAP financial measure, the Company presents Adjusted
Net Investment Income per Share, which is a non-GAAP financial measure. Adjusted Net Investment Income per Share is defined as GAAP Net
Investment Income per Share removing the effect of any expenses/(credits) for capital gains incentive fees. GAAP Net Investment Income
per Share is the most directly comparable GAAP financial measure. Rand believes that Adjusted Net Investment Income per Share provides
useful information to investors regarding financial performance because it is a method the Company uses to measure its financial and
business trends related to its results of operations. The presentation of this additional information is not meant to be considered in
isolation or as a substitute for financial results prepared in accordance with GAAP.
The
per share amounts for the second quarters of 2026 and 2025 were computed using 2,969,814 weighted average shares outstanding. The per
share amounts for the six months ended June 30, 2026 were computed using 2,969,814 weighted average shares outstanding, compared with
2,920,135 for the six months ended June 30, 2025.
| | |
Three
months
ended
June
30, 2026 | | |
Three
months
ended
June
30, 2025 | | |
Six
months
ended
June
30, 2026 | | |
Six
months
ended
June
30, 2025 | |
| | |
| | |
| | |
| | |
| |
| Net investment income per share | |
$ | 0.24 | | |
$ | 0.83 | | |
$ | 0.42 | | |
$ | 1.27 | |
| Exclude
expenses (credits) for capital gains incentive fees per share | |
| - | | |
| (0.50 | ) | |
| - | | |
| (0.54 | ) |
| Adjusted
net investment income per share | |
$ | 0.24 | | |
$ | 0.33 | | |
$ | 0.42 | | |
$ | 0.73 | |
###