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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):

For Period Ended: April 30, 2016

☐

Transition Report on Form 10-K

☐

Transition Report on Form 20-F

☐

Transition Report on Form 11-K

☐

Transition Report on Form 10-Q

☐

Transition Report on Form N-SAR

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For the Transition Period Ended: _______________________

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

                                                   

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PART I — REGISTRANT INFORMATION

Full Name of Registrant

______________________

Former Name if Applicable

Address of Principal Executive Office (Street and Number)

City, State and Zip Code

 

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant’s delay in filing its Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2016 (the “4/30/16 Form 10-Q”) is attributable to RuMe, Inc. (“RuMe”), one of MVC Capital’s portfolio companies. On the evening of June 8, 2016, as the Registrant was preparing to timely file the 4/30/16 Form 10-Q, the Registrant became aware that a former employee of RuMe had submitted an email complaint to the management and audit committee of RuMe. The email recited certain personal grievances, but also made allegations of certain financial reporting, accounting and other improprieties at RuMe.

Based on current information, the Registrant’s investment in RuMe represents only 2.6% of the Registrant’s total portfolio value at April 30, 2016. Nonetheless, the Registrant deemed it prudent not to file the 4/30/16 Form 10-Q until the Registrant has had an opportunity to investigate the allegations of the former employee. That investigation is currently underway, and the Registrant will file the 4/30/16 Form 10-Q as soon as practicable after the investigation is complete.

PART IV — OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification

 

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).

 

(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof ?

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Prior to any valuation adjustments that might result from the investigation of RuMe referred to in Part III above, the Registrant’s results of operations for the three and six months ended April 30, 2016, and the results of operation for the corresponding periods of the Registrant’s last fiscal year, are as set forth in the following table.

 

Comparison of Six Month Periods Ended April 30, 2016 and April 30, 2015

                                                     

The following discussion reflects the financial information for all the Registrant's portfolio investments, subject to the disclosure in Part III relating to RuMe.

                                        

Operating Income & Expenses

Total operating income was $23.9 million for the six month period ended April 30, 2016. The increase in operating income over the same period last year was primarily due to an increase in dividend income, interest earned on loans and fee income from portfolio companies.

The changes in operating expenses for the six month period ended April 30, 2016 compared to the same period in 2015, was primarily due to the approximately $4.5 million increase in the estimated provision for incentive compensation expense, which was partially offset by an approximately $984,000 voluntary management fee waiver and $1.0 million incentive compensation waiver which decreased the net management fee and net incentive compensation expense by the same amounts.

Net Realized and Unrealized Loss on Investments

The Company had net realized and unrealized losses on investments of $14.3 million for the six month period ended April 30, 2016 and $25.4 million for the same six month period last fiscal year. This decrease in realized and unrealized loss on investments is due to changes in portfolio valuations and portfolio company monetizations.

Net Asset Value

As of April 30, 2016, the Company’s net assets were $285.1 million, or $12.56 per share, compared with net assets, of $282.2 million, or $12.43 per share, at the end of the prior quarter and $316.2 million, or $13.93 per share, at April 30, 2015.

Liquidity

As of April 30, 2016, MVC had investments in portfolio companies totaling $371.9 million and cash and cash equivalents of $18.2 million, including approximately $500,000 in restricted cash. There were no borrowings under MVC’s $50 million revolving credit facility.

 

Portfolio Information

Supplementally, the following table presents the fair market values of the Registrant’s portfolio investments other than RuMe at April 30, 2016:

 

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

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