FORM N-CSR
|
CERTIFIED SHAREHOLDER REPORT
|
OF REGISTERED MANAGEMENT
|
INVESTMENT COMPANIES
|
Investment Company Act File Number 811-22299
|
RENN Global Entrepreneurs Fund, Inc.
|
(Exact name of Registrant as specified in charter)
|
8080 N. Central Expressway, Suite 210/LB 59
|
Dallas, Texas 75206
|
(Address of principal executive offices)
|
214-891-8294
|
(Registrant’s telephone number, including area code)
|
Russell Cleveland
|
President and CEO
|
RENN Capital Group, Inc.
|
8080 N. Central Expressway, Suite 210/LB 59
|
Dallas, Texas 75206
|
(Name and address of agent for service of process)
|
214-891-8294
|
(Agent’s telephone number, including area code)
|
Copy to:
|
Steven B. Boehm, Esq.
|
Sutherland Asbill & Brennan LLP
|
1275 Pennsylvania Ave. N.W.
|
Washington, DC 20004-2415
|
Date of fiscal year end: December 31
|
June 30, 2012
|
(Date of reporting period)
|
President’s Letter
|
|
Allocation of Assets
|
1
|
Financial Statements:
|
|
Schedule of Investments
|
2
|
Statement of Assets and Liabilities
|
6
|
Statement of Operations
|
7
|
Statements of Changes in Net Assets
|
8
|
Statement of Cash Flows
|
9
|
Notes to Financials:
|
||
Note 1
|
Organization and Business purpose
|
10
|
Note 2
|
Summary of Significant Accounting Policies
|
10
|
Note 3
|
Due to/from Broker
|
11
|
Note 4
|
Management Fees and Reimbursement
|
12
|
Note 5
|
Valuation of Investments
|
12
|
Note 6
|
Income Taxes
|
14
|
Note 7
|
Financial Highlights
|
14
|
Note 8
|
Subsequent Events
|
15
|
Director and Officer Compensation
|
16
|
|
Quarterly Reports
|
16
|
|
Proxy Voting Policies and Procedures
|
16
|
|
Portfolio Proxy Voting Records
|
16
|
|
Matters Submitted for Shareholder Votes
|
16
|
|
Board Approval of Investment Advisory Contract
|
17
|
|
Dividend Reinvestment Plan
|
17
|
|
Allocation of Assets (% of Fund's Net Assets) | ||
Industry
|
%
|
|
Dairy Products
|
20.2%
|
|
Communications Services
|
13.8%
|
|
Semiconductors and Related Devices
|
12.1%
|
|
Services-Specialty Outpatient Facilities, NEC
|
10.0%
|
|
Services-Business Services, NEC
|
9.8%
|
|
Surgical and Medical Instruments and Apparatus
|
9.5%
|
|
Pharmaceutical Preparations
|
4.0%
|
|
Electronic Components and Accessories
|
3.2%
|
|
Electrical Industrial Apparatus
|
2.0%
|
|
Services-Advertising
|
1.6%
|
|
Household Audio & Video Equipment
|
1.2%
|
|
Wholesale – Electronic Parts and Equipment, NEC
|
1.1%
|
|
Crude Petroleum and Natural Gas
|
1.0%
|
|
Biological Products- No Diagnostic Substances
|
0.2%
|
|
Cash and Cash Accruals
|
10.3%
|
|
100.0%
|
|
Unaffiliated Investments
|
Shares or Principal
Amount
|
Company
|
Cost
|
Fair Value
|
||||
CONVERTIBLE BONDS – 2.72% (5)
|
|||||||
Business Services, NEC - 1.81%
|
|||||||
$ |
569,000
|
Pipeline Data, Inc. 10% Maturity June 29, 2011 (10)
|
$ 569,000
|
$ 199,150
|
|||
Semiconductors and Related Devices – 0.00%
|
|||||||
966,666
|
Dynamic Green Energy Limited 7% Maturity June 10, 2011 (1) (11)
|
966,666
|
-
|
||||
Crude Petroleum and Natural Gas – 0.91%
|
|||||||
1,000,000
|
PetroHunter Energy Corporation 8.5% Maturity
|
||||||
December 31, 2014
|
1,000,000
|
100,000
|
|||||
Total Unaffiliated Convertible Bonds
|
2,535,666
|
299,150
|
|||||
COMMON EQUITIES – 40.70% (3) (5)
|
|||||||
Advertising – 1.64%
|
|||||||
100,000
|
SearchMedia Holdings Ltd
|
780,994
|
180,000
|
||||
Biological Products – No Diagnostic Substances – 0.20%
|
|||||||
1,335,714
|
Hemobiotech (3)
|
1,360,116
|
21,772
|
||||
Services - Business Services, NEC – 8.02%
|
|||||||
476,667
|
Global Axcess Corporation
|
630,833
|
266,934
|
||||
51,300
|
Points International, Ltd.
|
280,440
|
614,061
|
||||
Crude Petroleum and Natural Gas – 0.07%
|
|||||||
808,445
|
PetroHunter Energy Corporation
|
101,056
|
8,084
|
||||
Electronic Components and Accessories – 3.15%
|
|||||||
200,000
|
COGO Group, Inc.
|
836,019
|
346,000
|
||||
Electrical Industrial Apparatus - 2.04%
|
|||||||
26,250
|
Hollysys Automation Technologies Ltd.
|
226,238
|
223,650
|
||||
Services - Specialty Outpatient Facilities, NEC – 9.99%
|
|||||||
62,500
|
Acadia Healthcare Co. Inc.
|
255,000
|
1,096,250
|
||||
Household Audio & Video Equipment – 0.96%
|
|||||||
166,667
|
AuraSound, Inc.
|
1,000,000
|
105,000
|
||||
Pharmaceutical Preparations – 4.01%
|
|||||||
100,000
|
Flamel Technologies
|
741,908
|
439,800
|
SCHEDULE OF INVESTMENTS
|
Unaffiliated Investments (continued)
|
Shares or
Principal
Amount
|
Company
|
Cost
|
Fair Value
|
|||||
COMMON EQUITIES (continued)
|
||||||||
Surgical & Medical Instruments & Apparatus – 9.53%
|
||||||||
438,000
|
Bovie Medical Corporation
|
$ 840,093
|
$1,046,820
|
|||||
Wholesale – Electronic Parts and Equipment NEC – 1.09%
|
||||||||
428,647
|
SinoHub, Inc.
|
1,038,180
|
120,021
|
|||||
Total Unaffiliated Common Equities
|
8,090,877
|
4,468,392
|
||||||
MISCELLANEOUS SECURITIES – 0.20% (3) (5)
|
||||||||
Household Audio & Video Equipment – 0.20%
|
||||||||
166,667
|
Warrants Aurasound, Inc (6)
|
-
|
21,667
|
|||||
Total Unaffiliated Miscellaneous Securities
|
-
|
21,667
|
||||||
Total Unaffiliated Investments
|
$10,626,543
|
$4,789,209
|
Based on cost for federal income tax purposes:
|
Aggregate Gross Unrealized Appreciation of all Unaffiliated Securities
|
$ 1,403,265
|
||||
Aggregate Gross Unrealized Depreciation of all Unaffiliated Securities
|
$ (7,240,599)
|
||||
Net Unrealized Appreciation/Depreciation of all Unaffiliated Securities
|
$ (5,837,334)
|
||||
SCHEDULE OF INVESTMENTS
|
Affiliated Investments
|
Shares or
Principal
Amount
|
Company
|
Cost
|
Fair Value
|
|||||
OTHER SECURITIES – 21.93% (2) (3) (5)
|
||||||||
CONVERTIBLE PREFERRED EQUITIES
|
||||||||
Communications Services, NEC – 13.15%
|
||||||||
233,229
|
AnchorFree, Inc. Series A Convertible Preferred (1)
|
$ 419,812
|
$ 1,443,357
|
|||||
Dairy Products - 0.02%
|
||||||||
iSatori Technologies, Inc. (formerly Integrated Security
|
||||||||
37.5
|
Systems, Inc.) Series D Preferred (4)
|
75,000
|
1,864
|
|||||
Semiconductor and Related Devices – 8.76%
|
||||||||
625
|
Plures Technologies Inc. Series A Preferred
|
500,000
|
961,870
|
|||||
Total Affiliated Other Securities
|
994,812
|
2,407,091
|
||||||
COMMON EQUITIES – 23.48% (2) (3) (5)
|
||||||||
Dairy Products – 20.18%
|
||||||||
1,113,790
|
iSatori Technologies, Inc. (formerly Integrated Security
|
|||||||
Systems, Inc.)
|
9,056,721
|
2,215,749
|
||||||
Semiconductor and Related Devices – 3.30%
|
||||||||
120,772
|
Plures Technologies Inc.
|
5,738,972
|
362,317
|
|||||
Total Affiliated Common Equities
|
14,795,693
|
2,578,066
|
||||||
MISCELLANEOUS SECURITIES - 0.62% (3) (5)
|
||||||||
Communications Services, NEC – 0.62 %
|
||||||||
15,023
|
Options to buy @ $0.3971 AnchorFree, Inc. (1) (7)
|
-
|
68,411
|
|||||
Total Affiliated Miscellaneous Securities
|
-
|
68,411
|
||||||
TOTAL AFFILIATED INVESTMENTS
|
15,790,505
|
5,053,568
|
||||||
TOTAL UNAFFILIATED INVESTMENTS
|
10,626,543
|
4,789,209
|
||||||
TOTAL INVESTMENTS
|
$26,417,048
|
9,842,777
|
||||||
OTHER ASSETS AND LIABILITIES (10.35%)
|
1,136,079
|
|||||||
TOTAL NET ASSETS
|
$10,978,856
|
INFORMATION REGARDING RESTRICTED SECURITIES OF AFFILIATES
|
Investments in Controlled Affiliates(2)(3)(8)
|
% of
|
|||||||||
Date(s)
|
Cost at
|
Cost at
|
Fair Value
|
Net
|
|||||
|
Acquired
|
12/31/11
|
6/30/12
|
6/30/12
|
Assets
|
||||
Anchor Free (1) (7) | |||||||||
Series A Convertible Preferred | 4-15-11 | $ 419,812 | $ 419,812 | $1,443,357 | 13.15% | ||||
Options to buy @ $0.3971 | 6-29-12 | - | - | 68,411 | 0.62 | ||||
Plures Technologies (4) | |||||||||
Series A Preferred | 5/23/11 | 500,000 | 500,000 |
961,870
|
8.76 | ||||
Plures Technologies (4)
|
9/23/94
|
|
|
|
|
||||
Common Equity
|
to 5/17/11
|
5,723,348
|
5,738,972
|
362,317
|
3.30
|
||||
iSatori Technologies, Inc. (formerly Integrated
|
|
|
|
|
|
||||
Security Systems, Inc. | |||||||||
Preferred D Equity | 10/13/99 | 75,000 | 75,000 | 1,864 | 0.02 | ||||
iSatori Technologies, Inc. (formerly Integrated | |||||||||
Security Systems, Inc. | 12/31/96 | ||||||||
Common Equity | to 12/31/10 |
9,056,721
|
9,056,721
|
2,215,749 |
20.18
|
||||
Total Restricted Securities | $15,774,881 | $15,790,505 | $5,053,568 | 46.03% |
(1)
|
Securities in a privately owned company.
|
(2)
|
Affiliated,” in general, refers to persons owning 5% or more of the issuer or the Fund or being owned 5% or more by the Fund or the issuer. Directors and persons owning more than 25% are Affiliated persons listed in the Controlled table. See Footnote (8).
|
(3)
|
Non-Income-Producing.
|
(4)
|
Plures Technologies, Inc. are securities exempt from registration under Rule 144A of the Securities Act of 1933 may be sold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2012 the aggregate value of the restricted common securities was $361,162 representing 3.29% of net assets. The restricted common securities were purchased in numerous transactions between April 10, 2009 and March 31, 2011. At June 30, 2012, the value of the restricted preferred securities was $961,870 representing 8.76% of net assets. The restricted securities have discounts of 7.3%. The Fund owns 385 shares of Plures Technologies Inc. which are not restricted but these shares would have to be sold under Rule 144. At June 30, 2012 the aggregate value of the unrestricted securities was $1,155 representing 0.01% of net assets.
|
(5)
|
Percentage is calculated as a percentage of net assets.
|
(6)
|
These warrants represent the ability to purchase 166,667 shares of common stock of Aurasound, Inc at $0.50 per share. These warrants expire on 6/7/2014.
|
(7)
|
These options represent the ability to purchase 15,023 common shares of AnchorFree Inc. at $0.3971. These options were issued as compensation for Mr. Cleveland’s advisory services to the board of directors. In June, 2012 Mr. Cleveland was appointed to the Board of Directors of AnchorFree, Inc. Mr. Cleveland disclaims any beneficial ownership in the Fund’s portion. These options will expire after Mr. Cleveland ceases to be on the Board of Directors or upon his death.
|
(8)
|
“Controlled” refers to Affiliates who have the power to exercise a controlling influence over the management or policies of a company. A person who owns, directly or indirectly through another controlled company, more than 25 % of the voting securities of a company shall be presumed to control such company. A director is deemed to have control.
|
(9)
|
Security is in default
|
(10)
|
See Fair Value Measurements.
|
(11)
|
The Dynamic Green Energy (“DGE”) note is in default. Due to the deteriorated situation at the company, we adjusted the value of the DGE note to zero.
|
ASSETS
|
Investments at fair value, cost of $26,417,048 at June 30, 2012
|
$
|
9,842,777
|
|
Cash and cash equivalents
|
1,333,005
|
||
Interest and dividends receivable
|
30,621
|
||
Prepaid and other assets
|
49,843
|
||
$
|
11,256,246
|
Liabilities:
|
|||
Due to broker
|
$
|
82,715 | |
Accounts payable
|
138,447 | ||
Accounts payable – affiliate
|
$ | 56,228 | |
Total liabilities | $ | 277,390 | |
Net assets:
|
|||
Common Stock, $1 par value, 20,000,000 shares authorized,
|
|||
4,673,867 shares issued, and 4,463,967 shares outstanding
|
$ | 4,673,867 | |
Additional paid in capital
|
24,336,295 | ||
Treasury stock at cost
|
(1,734,967)
|
|
|
Accumulated net realized gain on investments | 277,931 | ||
Net unrealized depreciation of investments
|
(16,574,270)
|
|
|
Net assets
|
$ |
10,978,856
|
|
Net assets value per share | $ | 2.46 | |
Investment income:
|
|||||||
Dividend income
|
$ 30,399
|
||||||
Other income
|
18,780
|
||||||
49,179
|
|||||||
Expenses:
|
|||||||
General and administrative
|
125,373
|
||||||
Interest expense
|
7,425
|
||||||
Legal and professional fees
|
227,577
|
||||||
Management fee to affiliate
|
96,468
|
||||||
456,843
|
|||||||
Net investment loss
|
(407,664)
|
||||||
Realized and unrealized gain (loss) on investments:
|
|||||||
Net unrealized appreciation of investments
|
3,300,396
|
||||||
Net realized loss on investments
|
(1,415,566)
|
||||||
Net gain on investments
|
1,884,830
|
||||||
Net increase in net assets resulting from operations
|
$ 1,477,166
|
||||||
Net increase in net assets resulting from operations per share
|
$ 0.33
|
||||||
Weighted average shares outstanding
|
4,463,967
|
||||||
Six Months Ended
June 30, 2012
|
Year Ended
December 31, 2011
|
From operations:
|
|||||||||||||
Net investment loss
|
$ (407,664)
|
|
$ (833,236)
|
||||||||||
Net realized loss on investment
|
(1,415,566)
|
(3,577,272)
|
|
||||||||||
Net unrealized appreciation of investments
|
3,300,396
|
1,439,521
|
|||||||||||
Net increase (decrease) in net assets resulting from
operations
|
1,477,166
|
(2,970,987)
|
|
||||||||||
From distributions to stockholders:
|
|
||||||||||||
Cash dividends declared
|
-
|
-
|
|||||||||||
Total increase (decrease) in net assets
|
1,477,166
|
(2,970,987)
|
|
||||||||||
Net assets:
|
|||||||||||||
Beginning of period
|
9,501,690
|
12,472,677
|
|||||||||||
End of period
|
$10,978,856
|
|
$ 9,501,690
|
||||||||||
|
|||||||||||||
Cash flows from operating activities:
|
|||||||
Increase in net assets resulting from operations
|
$ 1,477,166
|
||||||
Adjustments to reconcile increase in net assets to
|
|
||||||
net cash used in operating activities:
|
|||||||
Net unrealized appreciation
|
|||||||
on investments
|
(3,300,396)
|
||||||
Net realized loss on investments
|
1,415,566
|
||||||
Increase in interest and dividend receivable
|
(30,594)
|
||||||
Increase in prepaid and other assets
|
(31,418)
|
||||||
Increase in accounts payable
|
134,283 | ||||||
Increase in accounts payable-affiliate
|
6,948 | ||||||
Increase in accounts payable-due to broker
|
82,715
|
||||||
Purchase of investments
|
(843,581)
|
||||||
Proceeds from sale of investments
|
2,531,831
|
||||||
Net cash provided by operating activities
|
1,442,520
|
||||||
Cash flows from financing activities:
|
|||||||
Net margin repayments
|
(283,571)
|
||||||
Cash dividends
|
-
|
||||||
Net cash used in financing activities
|
(283,571)
|
||||||
Net increase in cash and cash equivalents
|
1,158,949
|
||||||
Cash and cash equivalents at beginning of the period
|
174,056
|
||||||
Cash and cash equivalents at end of the period
|
$ 1,333,005
|
||||||
Supplemental cash flow information
|
|||||||
Cash paid for interest
|
$ 7,425
|
||||||
·
|
Unrestricted common stock of companies listed on an exchange, NASDAQ or in the over-the-counter market is valued at the closing price on the date of valuation.
|
·
|
Restricted common stock of companies listed on an exchange, NASDAQ or in the over-the-counter market is valued based on the quoted price for an otherwise identical unrestricted security of the same issuer that trades in a public market, adjusted to reflect the effect of any significant restrictions.
|
·
|
The unlisted preferred stock of companies with common stock listed on an exchange, NASDAQ or in the over-the-counter market is valued at the closing price of the common stock into which the preferred stock is convertible on the date of valuation.
|
·
|
Debt securities are valued at fair value. The Fund considers, among other things, whether a debt issuer is in default or bankruptcy. It also considers the underlying collateral. Assuming the debt is not impaired; fair value is generally determined to be the greater of the face value of the debt or the market value of the underlying common stock into which the instrument may be converted.
|
·
|
The unlisted in-the-money options or warrants of companies with the underlying common stock listed on an exchange, NASDAQ or in the over-the-counter market are valued at fair value (the positive difference between the closing price of the underlying common stock and the strike price of the warrant or option). An out-of-the money warrant or option has no value; thus the Fund assigns no value to it.
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||
Convertible Bonds
|
$ |
-
|
$ |
100,000
|
$ |
199,150
|
$ |
299,150
|
Convertible Preferred Equities
|
-
|
1,445,221
|
961,870
|
2,407,091
|
||||
Common stock
|
4,363,392
|
2,215,749
|
467,317
|
7,046,458
|
||||
Miscellaneous Securities
|
-
|
68,411
|
21,667
|
90,078
|
||||
Total Investments
|
$ |
4,363,392
|
$ |
3,829,381
|
$ |
1,650,004
|
$ |
9,842,777
|
Level 3 | |||
Beginning balance – March 31, 2012
|
$3,316,646
|
||
Transferred from Level 2 to Level 3
|
-
|
||
Transferred from Level 3 to Level 2
|
(2,217,612)
|
||
Changes in unrealized gain or loss
|
550,970
|
||
Ending Balance – June 30, 2012
|
$1,650,004
|
Six Months
|
||
Ended
|
Years Ended December 31
|
June 30, 2012 |
2011
|
2010
|
2009
|
2008
|
2007
|
|||||||||
Net asset value, beginning of
period
|
$ 2.13
|
$ 2.79
|
$ 4.07
|
$ 4.13
|
$ 8.46
|
$10.84
|
||||||||
Net investment loss
|
(0.09 | ) |
(0.18
|
)
|
(0.12
|
)
|
(0.14
|
)
|
(0.17
|
)
|
(0.17
|
)
|
|
|
Net realized and unrealized gain
|
||||||||||||||
(loss) on investments
|
0.42
|
(0.48
|
)
|
(1.16
|
)
|
0.08
|
(3.86
|
)
|
(2.11
|
)
|
||||
Total return from investment
operations
|
0.33
|
(0.66
|
)
|
(1.28
|
)
|
(0.06
|
)
|
(4.03
|
)
|
(2.28
|
)
|
|
||
Capital share transactions
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
||||||||
Distributions:
|
||||||||||||||
From net realized capital
|
||||||||||||||
gain on investments |
0.00
|
0.00 | 0.00 | 0.00 | (0.30 | ) | (0.10 | ) | ||||||
Net asset value, end of period
|
$ 2.46
|
$ 2.13
|
$ 2.79
|
$ 4.07
|
$ 4.13
|
$ 8.46
|
||||||||
Per share market value, end of | ||||||||||||||
period |
$ 1.85
|
$ 1.82
|
$ 1.96
|
$ 2.60
|
$ 2.92
|
$ 6.15
|
||||||||
Portfolio turnover rate
|
7.66
|
% |
14.46
|
%
|
7.36
|
%
|
8.99
|
%
|
8.26
|
%
|
21.27
|
%
|
|
|
Total investment return
|
||||||||||||||
based on market value: (a)
|
1.65 | % |
(7.14
|
)%
|
(24.62
|
)%
|
(10.96
|
)%
|
(47.64
|
)%
|
(37.33
|
)%
|
|
|
Ratio to average net assets: (b):
|
||||||||||||||
Net investment loss
|
(3.73 | )% |
(7.30
|
)%
|
(3.66
|
)%
|
(3.46
|
)%
|
(2.78
|
)%
|
(1.65
|
)%
|
|
|
Expenses
|
4.18 | % |
5.25
|
%
|
5.47
|
%
|
6.30
|
%
|
4.85
|
%
|
3.45
|
%
|
|
|
(a)
|
Total investment return is calculated by comparing the common stock price on the first day of the period to the price on the last day of the period. The calculation also assumes reinvestment of distributions at actual prices pursuant to the Fund’s dividend reinvestment plan and reflects taxes paid by the Fund for deemed distributions. Total investment return calculated for a period of less than one year is not annualized.
|
(b)
|
Average net assets have been computed based on monthly valuations.
|
Nominee |
Votes For
|
Votes Withheld
|
Charles C. Pierce, Jr.
|
2,299,988 (91%)
|
39,038 (2%)
|
The Remaining Directors are: | Term Expires at Annual Meeting to be Held In |
Russell Cleveland
|
2013
|
Ernest C. Hill
|
2013
|
J. Philip McCormick
|
2014
|
Votes For
|
Votes Against
|
Votes Abstaining
|
Broker Non-Votes
|
2,866,460 (89%)
|
291,195 (9%)
|
60,942 (2%)
|
23,244
|
EXHIBIT
|
DESCRIPTION OF EXHIBIT
|
(a)(1)
|
Code of Ethics for Senior Financial Officers – not attached – see Item 2
|
(a)(2)
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, attached as EX-99.CERT.N-CSR RC
|
(a)(2)
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, attached as EX-99.CERT.N-CSR BB
|
(a)(3)
|
Solicitation Made to Purchase Securities - not applicable.
|
(b)
|
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, attached as EX-99.906CERT.N-CSR RC.
|
(b)
|
Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, attached as EX-99.906CERT.N-CSR BB
|
RENN Global Entrepreneurs Fund, Inc.
|
|
|
By: /s/ Russell Cleveland
|
|
|
Russell Cleveland
|
|
|
Chief Executive Officer
|
|
|
Date: September 7, 2012
|
|
RENN Global Entrepreneurs Fund, Inc.
|
RENN Global Entrepreneurs Fund, Inc.
|
|
By: /s/ Russell Cleveland
|
By: /s/ Barbe Butschek
|
|
Russell Cleveland
|
Barbe Butschek
|
|
Chief Executive Officer
|
Chief Financial Officer
|
|
Date: September 7, 2012
|
Date: September 7, 2012
|