Annual report pursuant to Section 13 and 15(d)

Unconsolidated Significant Subsidiaries

v3.23.1
Unconsolidated Significant Subsidiaries
12 Months Ended
Dec. 31, 2022
Unconsolidated Significant Subsidiaries [Abstract]  
UNCONSOLIDATED SIGNIFICANT SUBSIDIARIES

NOTE 10 – UNCONSOLIDATED SIGNIFICANT SUBSIDIARIES

 

The Company’s investments are primarily in private small and lower middle-market companies. In accordance with Rules 3.09 and 4.08(g) of Regulation S-X, the Company must determine which of its unconsolidated controlled portfolio companies are considered “significant subsidiaries”, if any. On May 21, 2020, the U.S. Securities and Exchange Commission adopted rule amendments to be effective on January 1, 2021. Under the new rules, a new definition of “significant subsidiary” was adopted.

 

In evaluating these investments, there are now two tests utilized to determine if any of the Company’s control investments are considered significant subsidiaries; the investment and the income significant tests. The asset significant test was eliminated under the new rules. Rule 3-09 of Regulation S-X, as interpreted by the SEC, requires the Company to include separate audited financial statements of any unconsolidated majority-owned subsidiary in this filing if the subsidiary investment value exceeds 20% of the Company’s total investments at fair value, the income from the subsidiary investment exceeds 80% of the Company’s change in net assets resulting from operations, or the income from the subsidiary investment exceeds 20% of the Company’s change in net assets resulting from operations and the subsidiary investment value exceeds 5% of the Company’s total investments at fair value. Rule 4-08(g) of Regulation S-X requires summarized financial information of an unconsolidated subsidiary where the Company owns more than 25% of the voting securities or is otherwise controlled by the Company in this filing if it does not qualify under Rule 3.09 of Regulation S-X and if the subsidiary investment value exceeds 10% of the Company’s total investments at fair value, the income from the subsidiary investment exceeds 80% of the Company’s change in net assets resulting from operations, or the income from the subsidiary investment exceeds 10% of the Company’s change in net assets resulting from operations and the subsidiary investment value exceeds 5% of the Company’s total investments at fair value.

 

The Company has determined that Rockfish Seafood Grill, Inc., a majority owned or control investment, was considered a significant subsidiary at the 20% level at December 31, 2022 as prescribed under Rule 3-09 of Regulation S-X. The Company has included the audited financial statements of Rockfish Seafood Grill, Inc. for the year ended December 28, 2022. See “Item 15. Exhibits And Financial Statement Schedules.”

 

The Company has determined that Advantis Certified Staffing Solutions, Inc., one of the Company’s four majority owned or controlled portfolio companies, was considered a significant subsidiary at December 31, 2022 as prescribed under Rule 4-08(g) of Regulation S-X.

 

The following tables show the summarized financial information for Advantis Certified Staffing Solutions, Inc. (numbers in thousands):

 

Advantis Certified Staffing Solutions, Inc.            
    As of
December 31,
2022
    As of
December 31,
2021
 
Balance Sheet            
Current Assets   $ 2,843     $ 3,682  
Noncurrent Assets     -       -  
Current Liabilities     12,616       12,365  
Noncurrent Liabilities     -       1,156  

 

    Year Ended
December 31,
2022
    Year Ended
December 31,
2021
    Year Ended
December 31,
2020
 
Income Statement                  
Net Revenue (Loss)   $ 8,757     $ 8,182     $ 6,935  
Gross Profit     1,694       1,993       1,873  
Net Income (Loss)     66       269       1,790