UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 814-00710
PRINCETON CAPITAL CORPORATION
(Exact name of Registrant as specified in its
charter)
| Maryland | | 46-3516073 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
| | | |
800 Turnpike Street Suite 300 North Andover, Massachusetts | | 01845 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including
area code: (978) 794-3366
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which
registered |
| None | | None | | None |
Securities registered pursuant to Section 12(g)
of the Act:
Common Stock, par value $.001 per share
Indicate by check mark if the Registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the Registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and
“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one.)
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ |
| | | Emerging growth company | ☐ |
If an emerging growth company, indicate by check
mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the Registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and
non-voting common equity held by non-affiliates of the Registrant was approximately $1,300,451 based on the closing price of $0.260 per
share on the Over the Counter Pink Market on June 30, 2023, the last business day of the Registrant’s most recently completed second
fiscal quarter.
As of March 29, 2024, there were 120,486,061
shares of common stock, $0.001 par value, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain exhibits previously filed with the Securities
and Exchange Commission are incorporated by reference into Part IV of this report.
EXPLANATORY NOTE
Princeton Capital Corporation (the “Company”)
is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to amend and restate certain items in its Annual Report on
Form 10-K for the year ended December 31, 2023, originally filed with the U.S. Securities and Exchange Commission (the “SEC”)
on March 29, 2024 (the “Original Form 10-K”), to correct summarized financial information for Advantis Certified Staffing
Solutions, Inc., an unconsolidated significant subsidiary of the Company (“Advantis”) in Note 10 to Notes to Financial Statements.
Background of Restatement
As disclosed in the Company’s Current
Report on Form 8-K which was filed with the SEC on January 14, 2025, the Company is restating its previously issued audited financial
statements as of and for the fiscal year ended December 31, 2023. Subsequent to the filing of the Original Form 10-K, the Company determined
that its Annual Report on Form 10-K should be restated to correctly summarize certain financial information for Advantis. In Note 10
to the financial statements in the Original Form 10-K, the Company inadvertently reported incorrect summarized financial information
for Advantis in Advantis’ balance sheet and income statement. With respect to the balance sheet, current assets erroneously did
not include an adjusting journal entry to write off a receivable that was deemed no longer collectible in the amount of $285,425 and
current liabilities erroneously did not include adjusting journal entries that had a net increase to liabilities of $373,996, of which
$477,500 was an increase to liabilities related to the expected results of an ongoing litigation matter and ($103,504) was a net decrease
to liabilities from a write off of amounts no longer owed. With respect to the income statement, incorrect information was reported with
respect to net revenue, gross profit and net income. Net revenue and gross profit erroneously included intercompany transactions in the
amount of $1,952,381 that are eliminated for consolidated presentation. Net income erroneously included the same intercompany transactions
in the amount of $1,952,381 that are eliminated for consolidated presentation. The remaining difference included adjusting journal entries
for a net decrease to net income of ($659,421), of which $103,504 from operations was a net increase to net income and ($762,925), expected
results of an ongoing litigation matter, was a net decrease to net income (collectively, the “Errors”).
The Company principally attributes the Errors
to a material weakness in its internal control over financial reporting.
Restatement of Financial Statements
This Form 10-K/A is presented as of the filing
date of the Original Form 10-K, does not reflect events occurring after that date, and does not modify or update disclosures in any way
other than as required to reflect the fiscal year 2023 restatements described below. Accordingly, this Form 10-K/A should be read in
conjunction with the Company’s filings with the SEC subsequent to the date on which the Company filed the Original Form 10-K.
This Form 10-K/A sets forth the Original Form
10-K in its entirety, as amended to reflect the restatement and technical non-material changes in the description of the business. Among
other things, forward-looking statements made in the Original Form 10-K have not been revised to reflect events that occurred or facts
that became known to the Company after the filing of the Original Form 10-K, and such forward-looking statements should be read in their
historical context.
The following items have been amended as a
result of the restatement:
Part II, Item 7, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,”
Part II, Item 8, “Financial Statements
and Supplementary Data,” and
Part II, Item 9A, “Controls and Procedures.”
In accordance with applicable SEC rules, this
Form 10-K/A includes an updated signature page and certifications of the Company’s Interim Chief Executive Officer and Chief Financial
Officer in Exhibits 31.1, 31.2 and 32 as required by Rule 12b-15.
Refer to Note 1, of the Notes to Restated
Financial Statements of this Form 10-K/A for additional information and for the summary of the accounting impacts of the restatement
of the Company’s financial statements.
TABLE
OF CONTENTS
PART I
In this Annual Report on Form 10-K, except
as otherwise indicated, the terms “we,” “us,” “our,” and the “Company” refer to Princeton
Capital Corporation and “House Hanover” refers to our investment adviser House Hanover, LLC. Some of the statements in this
Annual Report on Form 10-K constitute forward-looking statements, which relate to future events, future performance or financial condition.
These forward-looking statements involve risks and uncertainties and actual results could differ materially from those projected in the
forward-looking statements for any reason, including those factors discussed in “Item 1A. Risk Factors” and elsewhere in
the report.
Item 1. BUSINESS
Overview and Background
Princeton Capital Corporation’s predecessor
was initially incorporated in Florida in 1959 as Electro-Mechanical Services, Inc. In 1998, it changed its name from Electro-Mechanical
Services, Inc. to Regal One Corporation (“Regal One”). In 2005, the then board of directors of Regal One determined it would
be in the best interest of shareholders to change the focus of Regal One’s operations to providing financial services through a
network of advisors and professionals.
On July 14, 2014, Regal One, the Company (then
a wholly-owned subsidiary of Regal One), Capital Point Partners, LP, a Delaware limited partnership (“CPP”), and Capital
Point Partners II, LP, a Delaware limited partnership (“CPPII” and, together with CPP, the “Partnerships”), entered
into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which we would acquire certain equity and debt investments
of the Partnerships in exchange for shares of common stock. In addition to the customary conditions to closing the transactions contemplated
by the Purchase Agreement, Regal One was required to (i) effect a reverse stock split of its then outstanding common stock at a ratio
of 1-for-2, (ii) reincorporate from Florida to Maryland by merging with and into the Company with the Company continuing as the surviving
corporation (the “Reincorporation”) and (iii) become an externally managed business development company (“BDC”)
by entering into an external investment advisory agreement with Princeton Investment Advisors, LLC, a Delaware limited liability company.
On March 13, 2015, following the reverse stock
split and the Reincorporation, we completed our acquisition in the approximate amounts of $11.2 million in cash, $43.5 million in equity
& debt investments, and $1.9 million in restricted cash escrow deposits of the Partnerships with an aggregate value of approximately
$56.6 million and issued approximately 115.5 million shares of our common stock to the Partnerships. The shares issued were based on
a pre-valuation presumed fair value of $60.9 million.
On December 27, 2017, following the resignation
of our former President, Chief Executive Officer, and director of the Company, the Board of Directors of the Company (the “Board”)
approved (specifically in accordance with Rule 15a-4(b)(1)(ii) of the Investment Company Act of 1940 (the “Investment Company Act”
or “1940 Act”)) and authorized the Company to enter into an Interim Investment Advisory Agreement between the Company and
House Hanover, LLC, a Delaware limited liability company (“House Hanover”) (the “Interim Investment Advisory Agreement”),
in accordance with Rule 15a-4 of the Investment Company Act. The effective date of the Interim Investment Advisory Agreement was January
1, 2018.
On April 5, 2018, the Board, including a majority
of the independent directors, conditionally approved the Investment Advisory Agreement between the Company and House Hanover (the “House
Hanover Investment Advisory Agreement”) subject to the approval of the Company’s stockholders at the 2018 Annual Meeting
of Stockholders. The House Hanover Investment Advisory Agreement replaced the Interim Investment Advisory Agreement. On May 30, 2018,
the Company’s stockholders approved the House Hanover Investment Advisory Agreement. The effective date of the House Hanover Investment
Advisory Agreement was May 31, 2018. The House Hanover Investment Advisory Agreement was last annually renewed by the Board and by a
majority of the members of the Board who are not parties to the House Hanover Investment Adivsory Agreement or “interested persons”
(as such term is defined in the 1940 Act) of any such party, in accordance with the requirements of the 1940 Act and the House Hanover
Investment Advisory Agreement on May 15, 2023.
Since January 1, 2018, House Hanover has acted
as our investment advisor under the Interim Investment Advisory Agreement (from January 1, 2018 until May 31, 2018) and the House Hanover
Investment Advisory Agreement (since May 31, 2018).
The full text of the House Hanover Investment
Advisory Agreement is attached as Exhibit 10.1 to the Form 8-K filed on March 31, 2018 and incorporated by reference therein. A summary
of the House Hanover Investment Advisory Agreement is set forth herein.
On November 15, 2019, our Board announced that
the Company has initiated a strategic review process to identify, examine, and consider a range of strategic alternatives available to
the Company, including but not limited to, (i) selling the Company’s assets to a business development company or other potential
buyer, (ii) merging with another business development company, (iii) liquidating the Company’s assets in accordance with a plan
of liquidation, (iv) raising additional funds for the Company, or (v) otherwise entering into another business combination, with the
objective of maximizing stockholder value. As of December 31, 2023 and through the date of filing this Annual Report, the Company has
not entered into any agreements regarding any strategic alternative and the strategic process remains ongoing.
The following discussion describes the Company
as of December 31, 2023 as it relates to the financial statements covered by this Annual Report on Form 10-K and as of the latest practicable
date for other information about the Company.
General
We are an externally managed, non-diversified,
closed-end investment company that has elected to be treated as a BDC under the 1940 Act. While we have sought to invest primarily in
private small and lower middle-market companies in various industries through first lien loans, second lien loans, unsecured loans, unitranche
and mezzanine debt financing, often times with a corresponding equity investment, we are now (with a strategic alternatives process underway
and limited resources) investing only in current investments and otherwise conserving cash. Our investment objective is to maximize the
total return to our stockholders in the form of current income and capital appreciation through debt and related equity investments in
private small and lower middle-market companies. Since January 1, 2018, we have been managed by House Hanover, LLC, who also provides
some of the administrative services necessary for us to operate.
As a BDC, we must not acquire any assets other
than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total
assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.”
Under the relevant Securities and Exchange Commission (“SEC”) rules, the term “eligible portfolio company” includes
all private companies, companies whose securities are not listed on a national securities exchange, and certain public companies that
have listed their securities on a national securities exchange and have a market capitalization of less than $250 million, in each case
organized in the United States.
Our investment objective is to maximize the total
return to our stockholders in the form of current income and capital appreciation by:
| |
● |
accessing the extensive
origination channels that have been developed and established by our investment advisor that include long-standing relationships
with private equity firms, commercial banks, investment banks and other financial services firms; |
| |
● |
investing in what we believe
to be companies with strong business fundamentals, generally within our core small and lower middle-market company focus; |
| |
● |
focusing on a variety of industry sectors,
including business services, energy, general industrial, government services, healthcare, software and specialty finance;
|
| |
|
|
| |
● |
directly originating transactions
rather than participating in broadly syndicated financings; |
| |
● |
applying the disciplined
underwriting standards that our investment advisor has developed over their extensive investing careers; and |
| |
● |
capitalizing upon the experience
and resources of our investment advisor to monitor our investments. |
As a BDC, we are required to comply with regulatory
requirements, including limitations on our use of debt. We are permitted to, and expect to continue to, finance our investments through
borrowings. However, as a BDC, we are only generally allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act,
equals at least 200% after such borrowing. The amount of leverage that we employ will depend on our assessment of market conditions and
other factors at the time of any proposed borrowing, such as the maturity, covenant package and rate structure of the proposed borrowings,
our ability to raise funds through the issuance of our securities and the risks of such borrowings within the context of our investment
outlook. Ultimately, we only intend to use leverage if the expected returns from borrowing to make investments will exceed the cost of
such borrowings.
The Company will be taxed as a C corporation
and subject to federal and state corporation income taxes for its 2023 and 2022 taxable years.
Our principal executive office is located at
800 Turnpike Street, Suite 300, North Andover, Massachusetts 01845, and our telephone number is (978) 794-3366. We maintain a website
on the Internet at www.princetoncapitalcorp.com. Information contained on our website is not incorporated by reference into this annual
report on Form 10-K and you should not consider information contained on our website to be part of this annual report on Form 10-K.
House Hanover
Since January 1, 2018, House Hanover manages
our investment activities and is responsible for analyzing investment opportunities, conducting research and performing due diligence
on potential investments, negotiating and structuring our investments, originating prospective investments and monitoring our investments
and portfolio companies on an ongoing basis. House Hanover is a registered investment adviser and is wholly owned by Sema4, Inc.
House Hanover is headquartered in North Andover,
Massachusetts.
Managerial Assistance
As a BDC, we offer, and must provide upon request,
managerial assistance to our portfolio companies. This assistance could involve monitoring the operations of our portfolio companies,
participating in board of directors and management meetings, consulting with and advising officers of portfolio companies and providing
other organizational and financial guidance. House Hanover will provide such managerial assistance on our behalf to portfolio companies
that request this assistance. We may receive fees for these services and will reimburse House Hanover for its allocated costs in providing
such assistance, subject to the review by our board of directors, including our independent directors.
Competition
Our primary competitors in providing financing
to small and lower middle-market companies include public and private funds, other BDC’s, commercial and investment banks, commercial
financing companies and, to the extent they provide an alternative form of financing, private equity and hedge funds. Many of our competitors
are substantially larger and have considerably greater financial, technical and marketing resources than we do. In addition, some of
our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of
investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions
that the 1940 Act imposes on us as a BDC or to the distribution and other requirements we must satisfy to qualify as a regulated investment
company or “RIC”. The Company did not meet the qualifications of a RIC for the 2023 tax year and will be taxed as a corporation
under Subchapter C of the Internal Revenue Code of 1986 (the “Code”). It may not be in the best interests of the Company’s
stockholders to elect to be taxed as a RIC at the present time due to the net operating losses and capital loss carryforwards the Company
currently has. Further, we do not expect to meet the qualifications of a RIC until such time as certain strategic alternatives are achieved.
Management will make a determination that is in the best interests of the Company and its stockholders.
Employees
We do not have any direct employees, and our
day-to-day investment operations are managed by House Hanover. We have a chief executive officer and president, chief financial officer
and chief compliance officer. To the extent necessary, our board of directors may hire additional personnel going forward. Our officers
are employees or consultants of our investment advisor and our allocable portion of the cost of our chief executive officer and president,
chief financial officer and chief compliance officer and their respective staffs is paid by us pursuant to the House Hanover Investment
Advisory Agreement.
Management Agreements
Effective as of January 1, 2018, House Hanover
serves as our investment advisor and is registered as an investment advisor under the 1940 Act.
Summary of House Hanover Investment Advisory
Agreement
Advisory Services
House Hanover is registered as an investment
adviser under the 1940 Act and serves as the Company’s investment advisor pursuant to the House Hanover Investment Advisory Agreement
in accordance with the 1940 Act. House Hanover is owned by and an affiliate of Mr. Mark DiSalvo, the Company’s Interim President,
Interim Chief Executive Officer, and a director of the Company.
Subject to supervision by the Company’s
Board, House Hanover oversees the Company’s day-to-day operations and provides the Company with investment advisory services. Under
the terms of the House Hanover Investment Advisory Agreement, House Hanover, among other things: (i) determines the composition and allocation
of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies,
evaluates and negotiates the structure of the investments made by the Company; (iii) executes, closes, services and monitors the Company’s
investments; (iv) determines the securities and other assets that the Company shall purchase, retain, or sell; (v) performs due diligence
on prospective portfolio companies; (vi) provides the Company with such other investment advisory, research and related services as the
Company may, from time to time, reasonably require for the investment of its funds; and (vii) if directed by the Board, assists in the
execution and closing of the sale of the Company’s assets or a sale of the equity of the Company in one or more transactions. House
Hanover’s services under the House Hanover Investment Advisory Agreement may not be exclusive and it is free to furnish similar
services to other entities so long as its services to the Company are not impaired. At the request of the Company, House Hanover,
upon any transition of the Company’s investment advisory relationship to another investment advisor or upon any internalization,
shall provide reasonable transition assistance to the Company and any successor investment advisor.
Advisory Fee
Pursuant to the House Hanover Investment Advisory
Agreement, the Company pays House Hanover a base management fee for investment advisory and management services. The cost of the base
management fee is ultimately borne by the Company’s stockholders. The House Hanover Investment Advisory Agreement does not contain
an incentive fee component.
The base management fee is calculated at an annual
rate of 1.00% of the Company’s gross assets, including assets purchased with borrowed funds or other forms of leverage and excluding
cash and cash equivalents net of all indebtedness of the Company for borrowed money and other liabilities of the Company. The base management
fee is payable quarterly in arrears, and determined as set forth in the preceding sentence at the end of the two most recently completed
calendar quarters. The Board may retroactively adjust the valuation of the Company’s assets and the resulting calculation of the
base management fee in the event the Company or any of its assets are sold or transferred to an independent third party or the Company
or House Hanover receives an audit report or other independent third party valuation of the Company. To the extent that any such adjustment
increases or decreases the base management fee of any prior period, the Company will be obligated to pay the amount of increase to House
Hanover or House Hanover will be obligated to refund the decreased amount, as applicable.
Payment of Expenses
House Hanover bears all compensation expense
(including health insurance, pension benefits, payroll taxes and other compensation related matters) of its employees and consultants
and bears the costs of any salaries or directors’ fees of any officers or directors of the Company who are affiliated persons (as
defined in the 1940 Act) of House Hanover. However, House Hanover, subject to approval by the Board of the Company, is entitled to reimbursement
for the portion of any compensation expense and the costs of any salaries of any such employees to the extent attributable to services
performed by such employees for the Company. During the term of the House Hanover Investment Advisory Agreement, House Hanover will also
bear all of its costs and expenses for office space rental, office equipment, utilities and other non-compensation related overhead allocable
to performance of its obligations under the House Hanover Investment Advisory Agreement.
Except as provided in the preceding paragraph
the Company reimburses House Hanover all direct and indirect costs and expenses incurred by it during the term of the House Hanover Investment
Advisory Agreement for: (i) due diligence of potential investments of the Company, (ii) monitoring performance of the Company’s
investments, (iii) serving as officers of the Company, (iv) serving as directors and officers of portfolio companies of the Company,
(v) providing managerial assistance to portfolio companies of the Company, and (vi) enforcing the Company’s rights in respect of
its investments and disposing of its investments; provided, however, that, any third party expenses incurred by House Hanover in excess
of $50,000 in the aggregate in any calendar quarter will require advance approval by the Board of the Company.
In addition to the foregoing, the Company will
also be responsible for the payment of all of the Company’s other expenses, including the payment of the following fees and expenses:
| ● | organizational
and offering expenses; |
| ● | expenses
incurred in valuing the Company’s assets and computing its net asset value per share
(including the cost and expenses of any independent valuation firm); |
| ● | subject
to the guidelines approved by the Board, expenses incurred by House Hanover that are payable
to third parties, including agents, consultants or other advisors, in monitoring financial
and legal affairs for the Company and in monitoring the Company’s investments and performing
due diligence on the Company’s prospective portfolio companies or otherwise related
to, or associated with, evaluating and making investments; |
| ● | interest
payable on debt, if any, incurred to finance the Company’s investments and expenses
related to unsuccessful portfolio acquisition efforts; |
| ● | offerings
of the Company’s common stock and other securities; |
| ● | transfer
agent and custody fees and expenses; |
| ● | U.S.
federal and state registration fees of the Company (but not House Hanover); |
| ● | all
costs of registration and listing the Company’s shares on any securities exchange; |
| ● | U.S.
federal, state and local taxes; |
| ● | independent
directors’ fees and expenses; |
| ● | costs
of preparing and filing reports or other documents required of the Company (but not House
Hanover) by the SEC or other regulators; |
| ● | costs
of any reports, proxy statements or other notices to stockholders, including printing costs; |
| ● | the
costs associated with individual or group stockholders; |
| ● | the
Company’s allocable portion of the fidelity bond, directors and officers/errors and
omissions liability insurance, and any other insurance premiums; |
| ● | direct
costs and expenses of administration and operation of the Company, including printing, mailing,
long distance telephone, copying, secretarial and other staff, independent auditors and outside
legal costs; and |
| ● | all
other non-investment advisory expenses incurred by the Company in connection with administering
the Company’s business. |
Duration and Termination
Unless terminated earlier as described below,
the House Hanover Investment Advisory Agreement will continue in effect for a period of one (1) year from its effective date. It will
remain in effect from year to year thereafter if approved annually by the Company’s Board or by the affirmative vote of the holders
of a majority of the Company’s outstanding voting securities, and, in either case, if also approved by a majority of Company’s
directors who are neither parties to the House Hanover Investment Advisory Agreement nor “interested persons” (as defined
under the 1940 Act) of any such party. The House Hanover Investment Advisory Agreement was last annually renewed by the Board and by
a majority of the members of the Board who are not parties to the House Hanover Investment Adivsory Agreement or “interested persons”
(as such term is defined in the 1940 Act) of any such party on May 15, 2023.
The House Hanover Investment Advisory Agreement
may be terminated at any time, without the payment of any penalty, (i) upon written notice, effective on the date set forth in such notice,
by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s directors, or (ii)
upon 60 days’ written notice, by House Hanover. The House Hanover Investment Advisory Agreement automatically terminates in the
event of its “assignment,” as defined in the 1940 Act.
Indemnification
The House Hanover Investment Advisory Agreement
provides that, absent willful misfeasance, bad faith or negligence in the performance of their duties, or by reason of the material breach
or reckless disregard of their duties and obligations under the House Hanover Investment Advisory Agreement, House Hanover and its officers,
managers, employees and members are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including
reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of House Hanover’s services
under the House Hanover Investment Advisory Agreement or otherwise as the Company’s investment advisor. The amounts payable for
indemnification will be calculated net of payments recovered by the indemnified party under any insurance policy with respect to such
losses.
At all times during the term of the House Hanover
Investment Advisory Agreement and for one year thereafter, House Hanover is obligated to maintain directors and officers/errors and omission
liability insurance in an amount and with a provider reasonably acceptable to the Board of the Company.
Regulation as a BDC
We have elected to be regulated as a BDC under
the 1940 Act. On an annual basis and in general, BDCs intend to elect to be treated for tax purposes as a regulated investment company
(“RIC”) under Subchapter M of the Code. However, we did not meet the qualifications of a RIC for the 2023 tax year and will
be taxed as a corporation under Subchapter C of the Code. Further, we do not expect to meet the qualifications of a RIC until such time
as certain strategic alternatives are achieved. The 1940 Act contains prohibitions and restrictions relating to transactions between
BDC’s and their affiliates (including any investment advisors), principal underwriters and affiliates of those affiliates or underwriters
and requires that a majority of the directors be persons other than “interested persons,” as that term is defined in the
1940 Act. In addition, the 1940 Act provides that we may not change the nature of our business so as to cease to be, or to withdraw our
election as, a BDC unless approved by a majority of our outstanding voting securities.
We may invest up to 100% of our assets in securities
acquired directly from issuers in privately negotiated transactions. With respect to such securities, we may, for the purpose of public
resale, be deemed an “underwriter” as that term is defined in the Securities Act. Our intention is to not write (sell) or
buy put or call options to manage risks associated with the publicly traded securities of our portfolio companies, except that we may
enter into hedging transactions to manage the risks associated with interest rate fluctuations. However, we may purchase or otherwise
receive warrants to purchase the common stock of our portfolio companies in connection with acquisition financing or other investments.
Similarly, in connection with an acquisition, we may acquire rights to require the issuers of acquired securities or their affiliates
to repurchase them under certain circumstances. We also do not intend to acquire securities issued by any investment company that exceed
the limits imposed by the 1940 Act. Under these limits, we generally cannot acquire more than 3% of the voting stock of any registered
investment company, invest more than 5% of the value of our total assets in the securities of one investment company or invest more than
10% of the value of our total assets in the securities of more than one investment company. With regard to that portion of our portfolio
invested in securities issued by investment companies, it should be noted that such investments might subject our stockholders to additional
expenses. None of these policies is fundamental and may be changed without stockholder approval upon 60 days’ prior written notice
to stockholders.
Qualifying Assets
Under the 1940 Act, a BDC may not acquire any
asset other than assets of the type listed in section 55(a) of the 1940 Act, which are referred to as “qualifying assets,”
unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. The principal
categories of qualifying assets relevant to our business are the following:
| (1) |
Securities purchased in
transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions)
is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of
an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. Under the 1940 Act
and the rules thereunder, “eligible portfolio companies” include (1) private domestic operating companies, (2) public
domestic operating companies whose securities are not listed on a national securities exchange (e.g., the New York Stock Exchange)
or registered under the Exchange Act, and (3) public domestic operating companies having a market capitalization of less than $250
million. Public domestic operating companies whose securities are quoted on the over-the-counter bulletin board (OTCBB) or through
OTC Markets Group (including the Pink Market) are not listed on a national securities exchange and therefore are eligible portfolio
companies. |
| (2) |
Securities of any eligible
portfolio company which we control. |
| (3) |
Securities purchased in
a private transaction from a U.S. issuer that is not an investment company or from a person who is or has been, within the past 13
months, an affiliated person of the issuer, or in transactions incident to such a private transaction, if the issuer is in bankruptcy
and subject to reorganization or if the issuer, immediately prior to the purchase of its securities, was unable to meet its obligations
as they came due without material assistance other than conventional lending or financing arrangements. |
| (4) |
Securities of an eligible
portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already
own 60% of the outstanding equity of the eligible portfolio company. |
| (5) |
Securities received in
exchange for or distributed on or with respect to securities described above, or pursuant to the exercise of warrants or rights relating
to such securities. |
| (6) |
Cash, cash equivalents,
U.S. government securities or high-quality debt securities that mature in one year or less from the date of investment. |
The regulations defining qualifying assets may
change over time. We may adjust our investment focus as needed to comply with and/or take advantage of any regulatory, legislative, administrative
or judicial actions in this area.
Managerial Assistance to Portfolio Companies
In order to count portfolio securities as qualifying
assets for the purpose of the 70% test, a BDC must either control the issuer of the securities or must offer to make available to the
issuer of the securities significant managerial assistance. However, when the BDC purchases securities in conjunction with one or more
other persons acting together, one of the other persons in the group may make available such managerial assistance. Making available
managerial assistance means any arrangement whereby the BDC, through its directors, officers, employees or agents, offers to provide,
and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and
policies of a portfolio company. House Hanover will provide such managerial assistance on our behalf to portfolio companies that request
this assistance.
Temporary Investments
Pending investment in other types of qualifying
assets, as described above, our investments may consist of cash, cash equivalents, U.S. government securities, repurchase agreements
and high-quality debt investments that mature in one year or less from the date of investment, which we refer to, collectively, as temporary
investments, so that 70% of our assets are qualifying assets or temporary investments. We may invest in U.S. Treasury bills or in repurchase
agreements, so long as the agreements are fully collateralized by cash or securities issued by the U.S. government or its agencies. A
repurchase agreement involves the purchase by an investor, such as us, of a specified security and the simultaneous agreement by the
seller to repurchase it at an agreed-upon future date and at a price that is greater than the purchase price by an amount that reflects
an agreed-upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase
agreements. However, if more than 25% of our total assets constitute repurchase agreements from a single counterparty, we would not meet
the Diversification Tests in order to qualify as a RIC for U.S. federal income tax purposes. Accordingly, we do not intend to enter into
repurchase agreements with a single counterparty in excess of this limit.
Senior Securities
We are permitted, under specified conditions,
to issue multiple classes of indebtedness and one class of stock senior to our common stock if our asset coverage, as defined in the
1940 Act, is at least equal to 200% immediately after each such issuance. In addition, while any senior securities remain outstanding,
we must make provisions to prohibit any distribution to our stockholders or the repurchase of such securities or shares unless we meet
the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value
of our total assets for temporary or emergency purposes without regard to asset coverage. A loan will be considered temporary if it is
repaid within sixty days and is not extended or renewed.
Common Stock
We are not generally able to issue and sell our
common stock at a price below net asset value per share. We may, however, sell our common stock at a price below the current net asset
value of the common stock if our board of directors determines that such sale is in our best interests and that of our stockholders,
and our stockholders approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less
than a price which, in the determination of our board of directors, closely approximates the market value of such securities (less any
distributing commission or discount).
Other
We are required to provide and maintain a bond
issued by a reputable fidelity insurance company to protect us against larceny and embezzlement. Furthermore, as a BDC, we are prohibited
from protecting any director or officer against any liability to us or our stockholders arising from willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.
House Hanover and the Company will each be required
to adopt and implement written policies and procedures reasonably designed to prevent violation of relevant federal securities laws,
review these policies and procedures annually for their adequacy and the effectiveness of their implementation, and designate a chief
compliance officer to be responsible for administering the policies and procedures.
We may also be prohibited under the 1940 Act
from knowingly participating in certain transactions with our affiliates without the prior approval of our board of directors who are
not interested persons and, in some cases, prior approval by the SEC. The SEC has interpreted the BDC prohibition on transactions with
affiliates to prohibit all “joint transactions” between, among other things, entities that share a common investment advisor.
The staff of the SEC has granted no-action relief permitting purchases of a single class of privately placed securities provided that
the advisor negotiates no term other than price and certain other conditions are met.
Sarbanes-Oxley Act of 2002
The Sarbanes-Oxley Act imposes a wide variety
of regulatory requirements on publicly held companies and their insiders. Many of these requirements affect us. For example:
| |
● |
pursuant to Rule 13a-14
under the Exchange Act, our principal executive officer and principal financial officer must certify the accuracy of the financial
statements contained in our periodic reports; |
| |
● |
pursuant to Item 307 under
Regulation S-K, our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and procedures; |
| |
● |
pursuant to Rule 13a-15
under the Exchange Act, our management must prepare an annual report regarding its assessment of our internal control over financial
reporting; and |
| |
● |
pursuant to Item 308 of
Regulation S-K and Rule 13a-15 under the Exchange Act, our periodic reports must disclose whether there were significant changes
in our internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to
the date of their evaluation, including any remedial actions with regard to significant deficiencies and material weaknesses. |
The Sarbanes-Oxley Act requires us to review
our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the regulations promulgated under
such act. We will continue to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will take
actions necessary to ensure that we are in compliance with that act.
Item 1A. RISK FACTORS
Investing in our securities involves a number
of significant risks. Before you invest in our securities, you should be aware of various risks, including those described below. You
should carefully consider these risk factors, together with all of the other information included in this annual report on Form 10-K,
before you decide whether to make an investment in our securities. The risks set out below are the principal risks with respect to an
investment in our securities generally and with respect to a BDC with investment objectives, investment policies, capital structures
or trading markets similar to ours. However, they may not be the only risks we face. Additional risks and uncertainties not presently
known to us or not presently deemed material by us may also impair our operations and performance. If any of the following events occur,
our business, financial condition, results of operations and cash flows could be materially and adversely affected. In such case, our
net asset value and the trading price of our securities could decline, and you may lose all or part of your investment.
Risks Relating to our Business and Structure
There are significant potential conflicts
of interest that could negatively affect our investment returns.
The investment professionals of House Hanover
serve, or may serve, as officers, directors, members, or principals of entities that operate in the same or a related line of business
as we do, or of investment funds, accounts, or investment vehicles managed by House Hanover. Similarly, House Hanover may have other
clients with similar, different or competing investment objectives. In serving in these multiple capacities, they may have obligations
to other clients or investors in those entities, the fulfillment of which may not be in the best interests of us or our stockholders.
The management fee structure we have with
House Hanover may create incentives that are not fully aligned with the interests of our stockholders.
In the course of our investing activities, we
will pay management fees to House Hanover. We have entered into an investment advisory agreement with House Hanover that provides that
these fees will be based on the value of our net assets. As a result, investors in our common stock will invest on a gross basis and
receive distributions on a net basis after expenses, resulting in a lower rate of return than one might achieve through direct investments.
Our board of directors is charged with protecting
our interests by monitoring how House Hanover addresses these and other conflicts of interests associated with its management services
and compensation. While our board of directors is not expected to review or approve each investment decision, borrowing or incurrence
of leverage, our independent directors will periodically review House Hanover’s services and fees as well as its portfolio management
decisions and performance of our portfolio. In connection with these reviews, our independent directors will consider whether our fees
and expenses (including those related to leverage) remain appropriate. As a result of this arrangement, House Hanover may from time to
time have interests that differ from those of our stockholders, giving rise to a conflict.
The involvement of our interested directors
in the valuation process may create conflicts of interest.
We expect to make many of our portfolio investments
in the form of loans and securities that are not publicly traded and for which no market based price quotation is available. As a result,
our board of directors will determine the fair value of these loans and securities in good faith as described below in “—
Our portfolio investments will be recorded at fair value as determined in good faith by our board of directors and, as a result, there
may be uncertainty as to the value of our portfolio investments.” In connection with that determination, investment professionals
from House Hanover may provide our board of directors with valuations based upon the most recent portfolio company financial statements
available and projected financial results of each portfolio company. While the valuation for most portfolio investments will be prepared
quarterly by an independent valuation firm with the assistance of the Company’s Valuation Committee, the ultimate determination
of fair value will be made by our board of directors, including our interested directors, and not by such third-party valuation firm.
In addition, Mr. Mark DiSalvo, an interested member of our board of directors, has a direct pecuniary interest in House Hanover. The
participation of House Hanover’s investment professionals in our valuation process, and the pecuniary interest in House Hanover
by a member of our board of directors, could result in a conflict of interest as House Hanover’s management fee is based, in part,
on the value of our gross assets.
The time and resources that House Hanover
devote to us may be diverted, and we may face additional competition due to the fact that House Hanover and its affiliates are not prohibited
from raising money for, or managing, another entity that makes the same types of investments that we target.
House Hanover and some of its affiliates, including
our officers and our non-independent directors, are not prohibited from raising money for, or managing, another investment entity that
makes the same types of investments as those we target. For example, House Hanover could seek to raise capital for a private credit fund
that will have an investment strategy that is identical to our investment strategy. House Hanover and we may seek exemptive relief from
the SEC that would establish a co-investment program with investment funds, accounts and investment vehicles managed by House Hanover;
however, there can be no assurance if and when the SEC would grant such relief. In addition, we may compete with any such investment
entity for the same investors and investment opportunities.
House Hanover’s liability is limited
under the House Hanover Investment Advisory Agreement and we have agreed to indemnify House Hanover against certain liabilities, which
may lead House Hanover to act in a riskier manner on our behalf than it would when acting for its own account.
Under the House Hanover Investment Advisory Agreement,
House Hanover has not assumed any responsibility to us other than to render the services called for under that agreement. It will not
be responsible for any action of our board of directors by following or declining to follow House Hanover’s advice or recommendations.
Under the House Hanover Investment Advisory Agreement, House Hanover, its officers, members and personnel, and any person controlling
or controlled by House Hanover will not be liable to us, any subsidiary of ours, our directors, our stockholders or any subsidiary’s
stockholders or partners for acts or omissions performed in accordance with and pursuant to the House Hanover Investment Advisory Agreement,
except those resulting from acts constituting gross negligence, willful misfeasance, bad faith or reckless disregard of the duties that
House Hanover owes to us under the House Hanover Investment Advisory Agreement. In addition, as part of the House Hanover Investment
Advisory Agreement, we have agreed to indemnify House Hanover and each of its officers, directors, members, managers and employees from
and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection
with our business and operations or any action taken or omitted on our behalf pursuant to authority granted by the House Hanover Investment
Advisory Agreement, except where attributable to gross negligence, willful misfeasance, bad faith or reckless disregard of such person’s
duties under the House Hanover Investment Advisory Agreement. These protections may lead House Hanover to act in a riskier manner when
acting on our behalf than it would when acting for its own account.
Our ability to enter into transactions
with our affiliates will be restricted, which may limit the scope of investments available to us.
We are prohibited under the 1940 Act from participating
in certain transactions with our affiliates without the prior approval of our independent directors and, in some cases, the SEC. Any
person that owns, directly or indirectly, 5% or more of our outstanding voting securities will be our affiliate for purposes of the 1940
Act, and we are generally prohibited from buying or selling any security from or to such affiliate without the prior approval of our
independent directors. The 1940 Act also prohibits certain “joint” transactions with certain of our affiliates, which could
include concurrent investments in the same portfolio company, without prior approval of our independent directors and, in some cases,
of the SEC. We are prohibited from buying or selling any security from or to any person that controls us or who owns more than 25% of
our voting securities or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons,
absent the prior approval of the SEC. As a result of these restrictions, we may be prohibited from buying or selling any security (other
than any security of which we are the issuer) from or to any portfolio company of a private fund managed by House Hanover or its affiliates
without the prior approval of the SEC, which may limit the scope of investment opportunities that would otherwise be available to us.
We may, however, invest alongside House Hanover’s
investment funds, accounts and investment vehicles in certain circumstances where doing so is consistent with our investment strategy
as well as applicable law and SEC staff interpretations. For example, we may invest alongside such investment funds, accounts and investment
vehicles consistent with guidance promulgated by the SEC staff to purchase interests in a single class of privately placed securities
so long as certain conditions are met, including that House Hanover, acting on our behalf and on behalf of such investment funds, accounts
and investment vehicles, negotiates no term other than price. We may also invest alongside House Hanover’s investment funds, accounts
and investment vehicles as otherwise permissible under regulatory guidance, applicable regulations and House Hanover’s allocation
policy. This allocation policy provides that allocations among us and investment funds, accounts and investment vehicles managed by House
Hanover and its affiliates will generally be made pro rata based on capital available for investment, as determined, in our case, by
our board of directors as well as the terms of our governing documents and those of such investment funds, accounts and investment vehicles.
It is our policy to base our determinations on such factors as the amount of cash on-hand, existing commitments and reserves, if any,
our targeted leverage level, our targeted asset mix and diversification requirements and other investment policies and restrictions set
by our board of directors or imposed by applicable laws, rules, regulations or interpretations. We expect that these determinations will
be made similarly for investment funds, accounts and investment vehicles managed by House Hanover. However, we can offer no assurance
that investment opportunities will be allocated to us fairly or equitably in the short-term or over time.
In situations where co-investment with investment
funds, accounts and investment vehicles managed by House Hanover, prior to receiving exemptive relief, is not permitted or appropriate,
such as when there is an opportunity to invest concurrently in different securities of the same issuer or where the different investments
could be expected to result in a conflict between our interests and those of House Hanover’s clients, subject to the limitations
described in the preceding paragraph, House Hanover will need to decide which client will proceed with the investment. House Hanover
will make these determinations based on its policies and procedures, which generally require that such opportunities be offered to eligible
accounts on an alternating basis that will be fair and equitable over time. Moreover, except in certain circumstances, we will be unable
to invest in any issuer in which an investment fund, account or investment vehicle managed by House Hanover has previously invested.
We and House Hanover may seek exemptive relief
from the SEC to permit greater flexibility to negotiate the terms of co-investments if our board of directors determines that it would
be advantageous for us to co-invest with investment funds, accounts and investment vehicles managed by House Hanover in a manner consistent
with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent
factors. We believe that co-investment by us and investment funds, accounts and investment vehicles managed by House Hanover may afford
us additional investment opportunities and an ability to achieve greater diversification. Accordingly, if we make an application for
exemptive relief, we will seek an exemptive order permitting us to invest with investment funds, accounts and investment vehicles managed
by House Hanover in the same portfolio companies under circumstances in which such investments would otherwise not be permitted by the
1940 Act. We expect that such exemptive relief permitting co-investments, if granted, would not require review and approval of each co-investment
by our independent directors. There can be no assurance if and when the SEC would grant such relief.
You may not receive distributions, or our
distributions may not grow over time.
We cannot assure you that we will achieve investment
results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. Our ability
to pay distributions might be adversely affected by the impact of one or more of the risk factors described in this filing. Due to the
asset coverage test applicable to us under the 1940 Act as a BDC, we may be limited in our ability to make distributions. All distributions
will be made at the discretion of our board of directors and will depend on our earnings, financial condition, maintenance of RIC status,
compliance with applicable BDC requirements, and such other factors as our board of directors may deem relative from time to time. We
cannot assure you that we will make distributions to our stockholders in the future.
We may have difficulty paying required
distributions to qualify as a RIC if we recognize income before, or without, receiving cash representing such income.
For U.S. federal income tax purposes, we will
include in income certain amounts that we have not yet received in cash, such as the accrual of original issue discount. This may arise
if we receive warrants in connection with the making of a loan and in other circumstances, or through contracted PIK interest, which
represents contractual interest added to the loan balance and due at the end of the loan term. Such original issue discount, which could
be significant relative to our overall investment activities, and increases in loan balances as a result of contracted PIK arrangements
will be included in income before we receive any corresponding cash payments. We also may be required to include in income certain other
amounts that we will not receive in cash.
Since we may recognize income before or without
receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our net ordinary
income and net short-term capital gains in excess of net long-term capital losses, if any, to achieve qualification as a RIC. In such
a case, we may have to sell some of our investments at times we would not consider advantageous, raise additional debt or equity capital
or reduce new investment originations to meet these distribution requirements. If we are not able to obtain such cash from other sources,
we may continue to fail to qualify as a RIC and thus be subject to corporate-level income tax.
PIK interest payments we receive will increase
our assets under management and, as a result, will increase the amount of base management fees payable by us to House Hanover.
Certain of our debt investments may contain provisions
providing for the payment of PIK interest. Because PIK interest results in an increase in the size of the loan balance of the underlying
loan, the receipt by us of PIK interest will have the effect of increasing our assets under management. As a result, because the base
management fee that we pay to House Hanover is based on the value of our gross assets, the receipt by us of PIK interest will result
in an increase in the amount of the base management fee payable by us.
Our portfolio investments will be recorded
at fair value as determined in good faith by our board of directors and, as a result, there may be uncertainty as to the value of our
portfolio investments.
As a BDC, we generally invest in illiquid loans
and securities including debt and equity securities of middle-market companies. Under procedures established by our board of directors,
we value investments for which market quotations are readily available at such market quotations. We obtain these market values from
an independent pricing service or at the mean between the bid and ask prices obtained from at least two brokers or dealers (if available,
otherwise by a principal market maker or a primary market dealer). Debt and equity securities that are not publicly traded or whose market
prices are not readily available are valued at fair value as determined in good faith by our board of directors. Such determination of
fair values may involve subjective judgments and estimates, although we engage independent valuation providers to review the valuation
of each portfolio investment that does not have a readily available market quotation quarterly. Investments purchased within 60 days
of maturity are valued at cost plus accreted discount, or minus amortized premium, which approximate fair value. With respect to unquoted
securities, our board of directors values each investment considering, among other measures, discounted cash flow models, comparisons
of financial ratios of peer companies that are public and other factors, which are provided by a nationally recognized independent valuation
firm. The Company has engaged a third-party valuation firm to perform its independent valuations of the Company’s Level 3 investments.
This valuation firm provides a range of values for selected investments, which is presented to the Valuation Committee to determine the
value for each of the selected investments.
When an external event such as a purchase transaction,
public offering or subsequent equity sale occurs, our board of directors uses the pricing indicated by the external event to corroborate
and/or assist us in our valuation. Because there is not a readily available market for substantially all of the investments in our portfolio,
we value our portfolio investments at fair value as determined in good faith by our board of directors using a documented valuation policy
and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not
have a readily available market value, the fair value of our investments may differ significantly from the values that would have been
used had a readily available market value existed for such investments, and the differences could be material.
With respect to investments for which market
quotations are not readily available, our board of directors undertakes a multi-step valuation process each quarter, as described below:
| ● | Our quarterly
valuation process begins with each portfolio company or investment being initially valued
by an independent valuation firm, except for those investments where market quotations are
readily available; |
| ● | Preliminary
valuation conclusions are then documented and discussed with our senior management, our investment
advisor, and our auditors; |
| ● | The valuation
committee of our board of directors then reviews these preliminary valuations and approves
them for recommendation to the board of directors; |
| ● | The board of
directors then discusses valuations and determines the fair value of each investment in our
portfolio in good faith, based on the input of our investment advisor, the independent valuation
firm and the valuation committee. |
Our common stock is traded on the Over
the Counter Pink Market, which may make it more difficult for investors to resell their shares due to suitability requirements.
Our common stock is currently traded on the OTC
Market under the symbol “PIAC” where we expect it to remain in the foreseeable future. We do not believe that we will become
eligible for the OTCQB Market in the foreseeable future because of our inability to meet the required public float restrictions of the
OTCQB Market. Broker-dealers often decline to trade in OTC Pink stocks given the markets for such securities are often limited, the stocks
are more volatile, and the risk to investors is greater. These factors may reduce the potential market for our common stock by reducing
the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties
or to otherwise dispose of their shares. This could cause our stock price to decline.
Our board of directors may change our investment objective,
operating policies and strategies without prior notice or stockholder approval.
Our board of directors has the authority, except
as otherwise provided in the 1940 Act, to modify or waive certain of our operating policies and strategies without prior notice and without
stockholder approval. However, absent stockholder approval, we may not change the nature of our business so as to cease to be, or withdraw
our election as, a BDC. We cannot predict the effect any changes to our current operating policies and strategies would have on our business,
operating results and the market price of our common stock. Nevertheless, any such changes could adversely affect our business and impair
our ability to make distributions to our stockholders.
Provisions of the Maryland General Corporation
Law and of our charter and bylaws could deter takeover attempts and have an adverse impact on the price of our common stock.
The Maryland General Corporation Law and our
charter and bylaws contain provisions that may discourage, delay or make more difficult a change in control of the Company or the removal
of our directors. We are subject to the Maryland Business Combination Act, subject to any applicable requirements of the 1940 Act. Our
board of directors has adopted a resolution exempting from the Business Combination Act any business combination between us and any other
person, subject to prior approval of such business combination by our board of directors, including approval by a majority of our independent
directors. If the resolution exempting business combinations is repealed or our board of directors does not approve a business combination,
the Business Combination Act may discourage third parties from trying to acquire control of us and increase the difficulty of consummating
such an offer. Our bylaws exempt from the Maryland Control Share Acquisition Act acquisitions of our stock by any person. If we amend
our bylaws to repeal the exemption from the Control Share Acquisition Act, the Control Share Acquisition Act also may make it more difficult
for a third party to obtain control of us and increase the difficulty of consummating such a transaction.
We have also adopted measures that may make it
difficult for a third party to obtain control of us, including authorizing our board of directors to classify or reclassify shares of
our stock in one or more classes or series, to cause the issuance of additional shares of our stock and to amend our charter without
stockholder approval to increase or decrease the number of shares of stock that we have authority to issue. These provisions, as well
as other provisions of our charter and bylaws, may delay, defer or prevent a transaction or a change in control that might otherwise
be in the best interests of our stockholders.
The foregoing provisions are expected to discourage
certain coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to negotiate
first with our board of directors. However, these provisions may deprive a stockholder of the opportunity to sell such stockholder’s
shares of a premium to a potential acquirer. We believe that the benefits of these provisions outweigh the potential disadvantages of
discouraging any such acquisition proposals because, among other things, the negotiation of such proposals may improve their terms. Our
board of directors has considered both the positive and negative effects of the foregoing provisions and determined that they are in
the best interests of our stockholders.
House Hanover can resign as our investment
advisor and administrator upon 60 days’ notice and we may not be able to find suitable replacements within that time, or at all,
resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.
House Hanover has the right under the House Hanover
Investment Advisory Agreement to resign as our investment adviser and administrator at any time upon 60 days’ written notice, whether
we have found a replacement or not. If House Hanover was to resign, we may not be able to find a new investment adviser or administrator
or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within
60 days, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our financial condition,
business and results of operations as well as our ability to pay distributions to our stockholders are likely to be adversely affected
and the market price of our shares may decline. In addition, the coordination of our internal management and investment or administrative
activities, as applicable, is likely to suffer if we are unable to identify and reach an agreement with a single institution or group
of executives having the expertise possessed by House Hanover. Even if we are able to retain comparable management, whether internal
or external, the integration of such management and their lack of familiarity with our investment objective may result in additional
costs and time delays that may adversely affect our business, financial condition, results of operations and cash flows.
The impact that the COVID-19 pandemic has
had and will continue to have on our business, results of operations, financial position and cash flow.
The global economy has been effected by the COVID-19
pandemic, including the small and medium sized businesses in which we are invested. The extent to which our operations may be impacted
will depend largely on future developments, which are uncertain and cannot be predicted, including duration, the restrictions by governmental
authorities to operate businesses and the effect that programs, such as the Paycheck Protection Program by the U.S. Small Business Administration,
will have.
Cybersecurity risks and cyber incidents
may adversely affect our business or those of our portfolio companies by causing a disruption to our operations, a compromise or corruption
of confidential information and/or damage to business relationships, or those of our portfolio companies, all of which could negatively
impact our business, results of operations or financial condition.
A cyber incident is considered to be any adverse
event that threatens the confidentiality, integrity or availability of our information resources. These incidents may be an intentional
attack or an unintentional event and could involve gaining unauthorized access to, use, alteration or destruction of our information
systems for purposes of misappropriating assets, obtaining ransom payments, stealing confidential information, corrupting data or causing
operational disruption, or may involve phishing. The result of these incidents may include disrupted operations, misstated or unreliable
financial data, liability for stolen information, misappropriation of assets, increased cybersecurity protection and insurance costs,
litigation and damage to our business relationships. This could result in significant losses, reputational damage, litigation, regulatory
fines or penalties, or otherwise adversely affect our business, financial condition or results of operations. In addition, we may be
required to expend significant additional resources to modify our protective measures and to investigate and remediate vulnerabilities
or other exposures arising from operational and security risks. The costs related to cybersecurity incidents may not be fully insured
or indemnified. As our and our portfolio companies’ reliance on technology has increased, so have the risks posed to our information
systems, both internal and those provided by our Investment Adviser and third-party service providers, and the information systems of
our portfolio companies. We, our Investment Adviser and its affiliates have implemented processes, procedures and internal controls to
help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our increased awareness of the nature and extent
of a risk of a cyber incident, may be ineffective and do not guarantee that a cyber incident will not occur or that our financial results,
operations or confidential information will not be negatively impacted by such an incident.
Third
parties with which we do business (including, but not limited to, service providers, such as accountants, attorneys, custodians, transfer
agents and administrators, and the issuers of securities in which we invest) may also be sources or targets of cybersecurity or other
technological risks. We outsource certain functions and these relationships allow for the storage and processing of our information and
assets, as well as certain investor, counterparty and borrower information. While we engage in actions to reduce our exposure resulting
from outsourcing, we cannot control the cybersecurity plans and systems put in place by these third parties and ongoing threats may result
in unauthorized access, loss, exposure or destruction of data, or other cybersecurity incidents, with increased costs and other consequences,
including those described above. Privacy and information security laws and regulation changes, and compliance with those changes, may
also result in cost increases due to system changes and the development of new administrative processes.
Risks Relating to our Investments
We may hold the loans and debt securities
of leveraged companies that may, due to the significant operating volatility typical of such companies, enter into bankruptcy proceedings.
Leveraged companies may experience bankruptcy
or similar financial distress. The bankruptcy process has a number of significant inherent risks. Many events in a bankruptcy proceeding
are the product of contested matters and adversary proceedings and are beyond the control of the creditors. A bankruptcy filing by a
portfolio company may adversely and permanently affect that company. If the proceeding is converted to a liquidation, the value of the
portfolio company may not equal the liquidation value that was believed to exist at the time of the investment. The duration of a bankruptcy
proceeding is also difficult to predict, and a creditor’s return on investment can be adversely affected by delays until the plan
of reorganization or liquidation ultimately becomes effective. The administrative costs in connection with a bankruptcy proceeding are
frequently high and would be paid out of the debtor’s estate prior to any return to creditors. Because the standards for classification
of claims under bankruptcy law are vague, our influence with respect to the class of securities or other obligations we own may be lost
by increases in the number and amount of claims in the same class or by different classification and treatment. In the early stages of
the bankruptcy process, it is often difficult to estimate the extent of, or even to identify, any contingent claims that might be made.
In addition, certain claims that have priority by law (for example, claims for taxes) may be substantial.
Our investments in private and small and
lower middle-market portfolio companies are risky, and we could lose all or part of our investment.
Investments in private and small and lower middle-market
companies involve a number of significant risks. Generally, little public information exists about these companies, and we will rely
on the ability of House Hanover’s investment professionals to obtain adequate information to evaluate the potential returns from
investing in these companies. If we are unable to uncover all material information about these companies, we may not make a fully informed
investment decision, and we may lose money on our investments. Small and lower middle-market companies may have limited financial resources
and may be unable to meet their obligations under their loans and debt securities that we hold, which may be accompanied by a deterioration
in the value of any collateral and a reduction in the likelihood of our realizing any guarantees we may have obtained in connection with
our investment. In addition, such companies typically have shorter operating histories, narrower product lines and smaller market shares
than larger businesses, which tend to render them more vulnerable to competitors’ actions and adverse market conditions, as well
as general economic downturns. Additionally, middle-market companies are more likely to depend on the management talents and efforts
of a small group of persons. Therefore, the death, disability, resignation or termination of one or more of these persons could have
a material adverse impact on one or more of the portfolio companies we invest in and, in turn, on us. Small and lower middle-market companies
also may be parties to litigation and may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence.
In addition, our executive officers, directors and investment advisor may, in the ordinary course of business, be named as defendants
in litigation arising from our investments in portfolio companies.
The lack of liquidity in our investments may adversely affect
our business.
All of our assets may be invested in illiquid
loans and securities, and a substantial portion of our investments in leveraged companies will be subject to legal and other restrictions
on resale or will otherwise be less liquid than more broadly traded public securities. The illiquidity of these investments may make
it difficult for us to sell such investments if the need arises. In addition, if we are required to liquidate all or a portion of our
portfolio quickly, we may realize significantly less than the value at which we have previously recorded our investments. Also, as noted
above, we may be limited or prohibited in our ability to sell or otherwise exit certain positions in our initial portfolio as such a
transaction could be considered a joint transaction prohibited by the 1940 Act.
We are a non-diversified investment company
as defined under the 1940 Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in
securities of a single issuer.
We are classified as a non-diversified investment
company as defined under the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets
that we may invest in securities of a single issuer. Beyond the asset diversification requirements associated with our qualification
as a RIC under the Code, we do not have fixed guidelines for diversification. To the extent that we assume large positions in the securities
of a small number of issuers or our investments are concentrated in relatively few industries, our net asset value may fluctuate to a
greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s
assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment
company.
Our failure to make follow-on investments in our portfolio companies
could impair the value of our portfolio.
Following an initial investment in a portfolio
company, we may make additional investments in that portfolio company as “follow-on” investments, in seeking to increase
or maintain in whole or in part our position as a creditor or equity ownership percentage in a portolio company, exercise warrants, options
or convertible securities that were acquired in the original or subsequent financing, or preserve or enhance the value of our investment.
We have discretion to make follow-on investments,
subject to the availability of capital resources. Failure on our part to make follow-on investments may, in some circumstances, jeopardize
the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our
participation in a successful operation. Even if we have sufficient capital to make a desired follow-on investment, we may elect not
to make a follow-on investment because we may not want to increase our level of risk, because we prefer other opportunities or because
we are inhibited by compliance with BDC requirements of the 1940 Act or the desire to maintain our qualification as a RIC. Our ability
to make follow-on investments may also be limited by House Hanover’s allocation policy.
When we do not hold controlling equity
interests in our portfolio companies, we may not be able to exercise control over our portfolio companies or to prevent decisions by
management of our portfolio companies that could decrease the value of our investments.
If we do not hold controlling equity positions
in the portfolio companies included in our portfolio, we will be subject to the risk that a portfolio company may make business decisions
with which we disagree, and that the management and/or stockholders of a portfolio company may take risks or otherwise act in ways that
are adverse to our interests. Due to the lack of liquidity of the debt and equity investments that we expect to hold in our portfolio
companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company and may
therefore suffer a decrease in the value of our investments.
Our portfolio companies may incur debt that ranks equally with,
or senior to, our investments in such companies.
We intend to invest a portion of our capital
in second lien and subordinated loans issued by our portfolio companies. The portfolio companies usually have, or may be permitted to
incur, other debt that ranks equally with, or senior to, the loans in which we invest. By their terms, such debt instruments may provide
that the holders are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive
payments in respect of the loans in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy
of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled
to receive payment in full before we receive any distribution in respect of our investment. After repaying senior creditors, a portfolio
company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with loans in
which we invest, we would have to share any distributions on an equal and ratable basis with other creditors holding such debt in the
event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.
Additionally, certain loans that we may make
to portfolio companies may be secured on a second priority basis by the same collateral securing senior secured debt of such companies.
The first priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and
may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the
loans. The holders of obligations secured by first priority liens on the collateral will generally control the liquidation of, and be
entitled to receive proceeds from, any realization of the collateral to repay their obligations in full before us. In addition, the value
of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors.
There can be no assurance that the proceeds, if any, from sales of all of the collateral would be sufficient to satisfy the loan obligations
secured by the second priority liens after payment in full of all obligations secured by the first priority liens on the collateral.
If such proceeds were not sufficient to repay amounts outstanding under the loan obligations secured by the second priority liens, then
we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio
company’s remaining assets, if any.
If we make subordinated investments, the
obligors or the portfolio companies may not generate sufficient cash flow to service their debt obligations to us.
We may make subordinated investments that rank
below other obligations of the obligor in right of payment. Subordinated investments are subject to greater risk of default than senior
obligations as a result of adverse changes in the financial condition of the obligor or economic conditions in general. If we make a
subordinated investment in a portfolio company, the portfolio company may be highly leveraged, and its relatively high debt-to-equity
ratio may create increased risks that its operations might not generate sufficient cash flow to service all of its debt obligations.
Risks Relating to our Common Stock
Our share ownership is concentrated.
As of March 29, 2024 the Partnerships beneficially
own approximately 95% of our outstanding common stock. As a result, the Partnerships will exert significant influence over all matters
requiring stockholder approval, including the election and removal of directors, any merger, consolidation or sale of all or substantially
all of the assets, as well as any charter amendment and other matters requiring stockholder approval. This concentration of ownership
may delay or prevent a change in control and may have a negative impact on the market price of our common stock by discouraging third
party investors. In addition, the interests of the Partnerships may not always coincide with the interests of our other stockholders.
The Company’s common stock may be
subject to the penny stock rules which might make it harder for stockholders to sell.
As a result of our stock price, our shares are
subject to the penny stock rules. Because a “penny stock” is, generally speaking, one selling for less than $5.00 per share,
the Company’s common stock may be subject to the foregoing rules. The application of the penny stock rules may affect stockholders’
ability to sell their shares because some broker-dealers may not be willing to make a market in the Company’s common stock because
of the burdens imposed upon them by the penny stock rules which include but are not limited to:
Section 15(g) of the Securities Exchange
Act of 1934 and SEC Rules 15g-1 through 15g-6, which impose additional sales practice requirements on broker-dealers who sell Company
securities to persons other than established customers and accredited investors.
Rule 15g-2 declares unlawful any broker-dealer
transactions in penny stocks unless the broker-dealer has first provided to the customer a standardized disclosure document.
Rule 15g-3 provides that it is unlawful
for a broker-dealer to engage in a penny stock transaction unless the broker-dealer first discloses and subsequently confirms to the
customer the current quotation prices or similar market information concerning the penny stock in question.
Rule 15g-4 prohibits broker-dealers
from completing penny stock transactions for a customer unless the broker-dealer first discloses to the customer the amount of compensation
or other remuneration received as a result of the penny stock transaction.
Rule 15g-5 requires that a broker-dealer
executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the
transaction, information about the sales persons compensation.
Potential stockholders of the Company should
also be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of
fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related
to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press
releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (iv) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (v) the wholesale dumping
of the same securities by promoters and broker dealers after prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses.
Item 1B. UNRESOLVED STAFF
COMMENTS
Not applicable.
Item 1C. CYBERSECURITY
Princeton
Capital Corporation (the “Company”) has processes in place to assess, identify, and manage material risks from cybersecurity
threats. The Company’s business is dependent on the communications and information systems of House Hanover, LLC (the “Investment
Adviser”) and other third-party service providers. The Investment Adviser manages the Company’s day-to-day operations and
has implemented a cybersecurity program that applies to the Company and its operations.
Cybersecurity Program
Overview
The
Investment Adviser has instituted a cybersecurity program designed to identify, assess, and manage cyber risks applicable to the Company.
The cyber risk management program involves risk assessments, implementation of security measures, and ongoing monitoring of systems and
networks, including networks on which the Company relies. The Investment Adviser actively monitors the current threat landscape in an
effort to identify material risks arising from new and evolving cybersecurity threats, including material risks faced by the Company.
The
Company relies on the Investment Adviser to engage external experts, including cybersecurity assessors, consultants, and auditors, to
evaluate cybersecurity measures and risk management processes, including those applicable to the Company. The Company relies on the Investment
Adviser’s risk management program and processes, which include cyber risk assessments.
The
Company depends on and engages various third parties, including suppliers, vendors, and service providers, to operate its business. The
Company relies on the expertise of risk management, legal, information technology, and compliance personnel of the Investment Adviser
when identifying and overseeing risks from cybersecurity threats associated with the Company’s use of such entities.
Board Oversight of
Cybersecurity Risks
The
board of directors of the Company (“Board”) provides strategic oversight on cybersecurity matters, including risks associated
with cybersecurity threats. The Board receives periodic updates from the Chief Compliance Officer (“CCO”) of the Company,
who also serves as Chief Compliance Officer of the Investment Adviser, regarding the overall state of the Investment Adviser’s
cybersecurity program, information on the current threat landscape, and briefing on material risks from cybersecurity threats and material
cybersecurity incidents impacting the Company.
Management’s
Role in Cybersecurity Risk Management
The Company’s
Management, including the Company’s CCO, manages the Company’s cybersecurity program, under the supervision of the Company’s
Audit Committee. The CCO of the Company oversees the Company’s risk management function generally and relies on the Investment
Adviser to assist with assessing and managing material risks from cybersecurity threats. The Company’s CCO has been responsible
for this oversight function as CCO to the Company for over 6 years and has worked in the financial services industry for over 25 years,
during which time the CCO has gained expertise in assessing and managing risks applicable to the Company.
Management
of the Company is informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents impacting
the Company, including through the receipt of notifications from service providers and reliance on communications with risk management,
legal, information technology, and/or compliance personnel of the Investment Adviser.
Assessment of Cybersecurity
Risk
The potential impact of risks from cybersecurity
threats on the Company are assessed on an ongoing basis, and how such risks could materially affect the Company’s business strategy,
operational results, and financial condition are regularly evaluated. During the reporting period, the Company has not identified any
risks from cybersecurity threats, including as a result of previous cybersecurity incidents, that the Company believes have materially
affected, or are reasonably likely to materially affect, the Company, including its business strategy, operational results, and financial
condition.
Item 2. PROPERTIES
The Company does not own any real estate or other
physical properties materially important to our operation. Our headquarters are located at 800 Turnpike Street, Suite 300, North Andover,
Massachusetts 01845. Our headquarters are provided to us by House Hanover, our investment adviser since January 1, 2018. We believe that
our office facilities are suitable and adequate for our business as we contemplate conducting it.
Item 3. LEGAL PROCEEDINGS
As of December 31, 2023, there were no material
legal proceedings against the Company or any of its officers or directors.
Great Value Storage Litigation
On March 14, 2019, the Company filed a complaint
against Great Value Storage, LLC (“GVS”), World Class Capital Group, LLC (“World Class”), and Natin Paul, which
we refer to collectively as the GVS Defendants, in the District Court for Harris County, Texas. GVS is one of the Company’s portfolio
companies. On January 22, 2021 the Harris County District Court granted the Company’s Motion for Partial Summary Judgment on its
breach of contract claim against GVS and World Class. On March 4, 2021, the Final Judgment Order was entered awarding damages to the
Company in the amount of $9,910,601.
On January 1, 2022, the Company amended and finalized
proofs of claim in the U.S. Bankruptcy Court for the Northern District of Texas, as it has been discovered that Natin Paul had transferred
the properties from the GVS Defendants and to the debtor entities, which are GVS affiliates that filed bankruptcy. On March 21, 2022,
the bankruptcy court reserved $15 million for our claim. On, April 27, 2022, the Company filed an adversary proceeding in the bankruptcy
court to recover amounts owed to the Company.
As disclosed in the Company’s Form 8-K
that was filed on September 9, 2022, on September 2, 2022, the Company entered into a Settlement, Assignment and Acceptance Agreement
with Natin Paul and his related parties, whereby the Company would sell its promissory notes from GVS and World Class to Phoenix Lending,
LLC, a newly formed Natin Paul related entity, in exchange for a settlement payment of $11,372,699 to be funded out of the $15 million
reserve in the bankruptcy court. Further, the GVS affiliated parties agreed to indemnify the Company and retain $1 million on reserve
in the bankruptcy court for any future legal fees or claims related to the settlement. On October 7, 2022, the Company closed the settlement
and received $11,372,699.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
Item 5. MARKET FOR REGISTRANT’S
COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is currently traded on the Over
the Counter Pink Market (OTCPK) under the symbol “PIAC” where we expect it to remain in the foreseeable future. Prior to
April 20, 2015, our common stock was traded under the symbol “RONE”. Broker-dealers often decline to trade in OTC Pink Market
stocks given the markets for such securities are often limited, the stocks are more volatile, and the risk to investors is greater. These
factors may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult
for investors in our common stock to sell shares to third parties or to otherwise dispose of their shares. This could cause our stock
price to decline.
| Quarter Ending | |
Quarterly High | | |
Quarterly Low | |
| December 31, 2023 | |
$ | 0.29 | | |
$ | 0.22 | |
| September 30, 2023 | |
$ | 0.30 | | |
$ | 0.11 | |
| June 30, 2023 | |
$ | 0.34 | | |
$ | 0.22 | |
| March 31, 2023 | |
$ | 0.35 | | |
$ | 0.19 | |
| | |
| | | |
| | |
| December 31, 2022 | |
$ | 0.45 | | |
$ | 0.27 | |
| September 30, 2022 | |
$ | 0.27 | | |
$ | 0.23 | |
| June 30, 2022 | |
$ | 0.33 | | |
$ | 0.25 | |
| March 31, 2022 | |
$ | 0.50 | | |
$ | 0.20 | |
| | |
| | | |
| | |
| December 31, 2021 | |
$ | 0.35 | | |
$ | 0.29 | |
| September 30, 2021 | |
$ | 0.40 | | |
$ | 0.15 | |
| June 30, 2021 | |
$ | 0.21 | | |
$ | 0.14 | |
| March 31, 2021 | |
$ | 0.51 | | |
$ | 0.12 | |
Notwithstanding the forgoing, our common stock
is sporadically and thinly trading. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down
or commission and may not necessarily represent actual transactions Accordingly, although there appears to be quotation information,
the Company does not believe that there exists an established public market for our securities. Further, there can be no assurance the
current market for the Company’s common stock will be sustained or grow in the future.
Holders of record
As of March 27, 2024, there were 40 shareholders
of our common stock.
The number of record holders reflects shares
held by a broker as one record holder. The underlying shares may be held by one or more beneficial owners.
The Company feels the actual number of common
stock holders may be significantly higher as 1,305,083 shares of common stock are held in street name which reflected approximately 1.08%
of the outstanding shares of common stock as of March 27, 2024, according to our transfer agent.
Dividends
Our dividends, if any, are determined by our
board of directors. The Company was taxed as a C corporation and subject to federal and state corporation income taxes for its 2022 taxable
year. The Company did not meet the qualifications of a RIC for the 2023 tax year and will be taxed as a corporation under Subchapter
C of the Code. It may not be in the best interests of the Company’s stockholders to elect to be taxed as a RIC at the present time
due to the net operating losses and capital loss carryforwards the Company currently has. Management will make a determination that is
in the best interests of the Company and its stockholders. While the Company does not expect to meet the qualifications of a RIC until
such time as certain strategic alternatives are achieved, it can still declare a dividend even though it is not required to do so.
To qualify for RIC tax treatment, we must, among
other things, distribute at least 90% of our net ordinary income and realized net short-term capital gains in excess of realized net
long-term capital losses, if any. Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable
income in excess of current year distributions into the next tax year and pay a 4% excise tax on such income. Any such carryover taxable
income must be distributed through a dividend declared prior to filing the final tax return related to the year which generated such
taxable income. We may, in the future, make actual distributions to our stockholders of our net capital gains. We can offer no assurance
that we will achieve results that will permit the payment of any cash distributions and, if we issue senior securities, we may be prohibited
from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions
are limited by the terms of any of our borrowings.
For the fiscal year ended December 31, 2022,
the Company declared and paid a cash dividend of $0.075 per share of common stock on or about December 1, 2022 to stockholders of record
as of the close of business on November 21, 2022.
For each of the fiscal years ended December 31,
2023 and 2021, the Company did not declare any cash dividends on the Company’s common stock.
On October 17, 2022, the Board terminated the
Company’s “opt out” dividend reinvestment plan, as disclosed in the Company’s 8-K filed on October 19, 2022.
Written notice of such termination was mailed to the Company’s stockholders on October 21, 2022, with an effective date of November
20, 2022. As a result, any distributions declared for stockholders of record after November 20, 2022, will be paid in cash.
Sale of Unregistered Securities
There were no sales of unregistered securities
during the year ended December 31, 2023.
Stock Performance Graph
This graph compares the return on our common
stock with that of the S&P BDC Index and the Russell 2000 Index, for the past five fiscal years. The graph assumes that, on December
31, 2018, a person invested $100 in each of our common stock, the S&P BDC Index and the Russell 2000 Financial Services Index. The
graph measures total shareholder return, which takes into account both changes in stock price and dividends. It assumes that dividends
paid are reinvested in like securities. Our Company is quoted on the OTC Pink Market and are thus not traded on a public exchange.
The graph and other information furnished under
this Part II Item 5 of this Form 10-K shall not be deemed to be “soliciting material’’ or to be “filed’’
with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the 1934 Act. The stock price performance included
in the above graph is not necessarily indicative of future stock price performance.
Issuer Purchases of Equity Securities
During the year ended December 31, 2023, there
were no repurchases made by or on behalf of the issuer of shares of equity securities.
EQUITY COMPENSATION PLAN INFORMATION
The Company does not currently have any equity
incentive plan.
Item 6. [Reserved]
Item 7. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following information should be read in
conjunction with the restated financial statements and notes thereto appearing elsewhere in this Form 10-K.
This discussion reflects the restatement described
in the Explanatory Note and in Note 1 of Notes to Restated Financial Statements contained in this annual report. Certain of the financial
and other information provided in this Management’s Discussion and Analysis of Financial Condition and Results of Operations has
been updated to reflect the restatement.
References herein to “we”, “us”
or “our” refer to Princeton Capital Corporation (the “Company” or “Princeton Capital”), unless the
context specifically requires otherwise.
Forward-Looking Statements
Some of the statements in this annual report
on Form 10-K constitute forward-looking statements, which relate to future events or our future performance or financial condition. Such
forward-looking statements may include statements preceded by, followed by or that otherwise include the words “may,” “might,”
“will,” “intend,” “should,” “could,” “can,” “would,” “expect,”
“believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan”
or similar words. The forward-looking statements contained in this annual report on Form 10-K involve risks and uncertainties, including
statements as to:
| ● | our future operating
results; |
| ● | our business prospects
and the prospects of our portfolio companies; |
| ● | the effect of
investments that we expect to make; |
| ● | our contractual
arrangements and relationships with third parties; |
| ● | actual and potential
conflicts of interest with our investment advisor; |
| ● | the dependence
of our future success on the general economy and its effect on the industries in which we
invest; |
| ● | the ability of
our portfolio companies to achieve their objectives; |
| ● | the use of borrowed
money to finance a portion of our investments; |
| ● | the adequacy of
our financing sources and working capital; |
| ● | the timing of
cash flows, if any, from the operations of our portfolio companies; |
| ● | the ability of
our investment advisor to locate suitable investments for us and to monitor and administer
our investments; |
| ● | the ability of
our investment advisor to attract and retain highly talented professionals; |
| ● | our ability to
qualify and maintain our qualification as a regulated investment company and as a business
development company; |
| ● | the effect of
future changes in laws or regulations (including the interpretation of these laws and regulations
by regulatory authorities) and conditions in our operating areas, particularly with respect
to business development companies or regulated investment companies; and |
| ● | the effect of
the COVID-19 pandemic including the uncertainty surrounding its duration and global economic
impact, as well as measures taken by governmental agencies, businesses and other third parties
in response to counteract any negative effects. |
We have based the forward-looking statements
included in this annual report on Form 10-K on information available to us on the date of this annual report on Form 10-K, and we assume
no obligation to update any such forward-looking statements. Actual results could differ materially from those anticipated in our forward-looking
statements, and future results could differ materially from historical performance. We undertake no obligation to revise or update any
forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law or Securities
and Exchange Commission (“SEC”) rule or regulation. You are advised to consult any additional disclosures that we may make
directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports
on Form 10-Q and current reports on Form 8-K.
Overview
We are an externally managed, non-diversified,
closed-end investment company that has elected to be treated as a business development company (“BDC”) under the Investment
Company Act of 1940 (the “1940 Act” or “Investment Company Act”). While we have sought to invest primarily in
private small and lower middle-market companies in various industries, we are now (with a strategic alternatives process underway and
limited resources) investing only in current investments and otherwise conserving cash. Our investment objective is to maximize the total
return to our stockholders in the form of current income and capital appreciation through debt and related equity investments in private
small and lower middle-market companies. Since January 1, 2018, we have been managed by House Hanover, LLC (“House Hanover”).
As a BDC, we must not acquire any assets other
than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total
assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.”
Under the relevant SEC rules, the term “eligible portfolio company” includes all private companies, companies whose securities
are not listed on a national securities exchange, and certain public companies that have listed their securities on a national securities
exchange and have a market capitalization of less than $250 million, in each case organized in the United States.
On
November 15, 2019, our Board announced that the Company has initiated a strategic review process to identify, examine, and consider a
range of strategic alternatives available to the Company, including but not limited to, (i) selling the Company’s assets to a business
development company or other potential buyer, (ii) merging with another business development company, (iii) liquidating the Company’s
assets in accordance with a plan of liquidation, (iv) raising additional funds for the Company, or (v) otherwise entering into another
business combination, with the objective of maximizing stockholder value. As of December 31, 2023 and through the date of filing
this Annual Report, the Company has not entered into any agreements regarding any strategic alternative and the strategic process remains
ongoing.
Restatement of Previously Issued Financial
Statements
On January 8, 2025, the Audit Committee of
the Company’s Board of Directors determined that the financial statements for the year ended December 31, 2023 included in the
Company’s Form 10-K for the year ended December 31, 2023 (the “Original Form 10-K”) should be restated to properly
summarize certain financial information for Advantis Certified Staffing Solutions, Inc., an unconsolidated significant subsidiary of
the Company for the year ended December 31, 2023.
In Note 10 to the financial statements in
the Original Form 10-K, the Company inadvertently reported incorrect summarized financial information for Advantis in Advantis’
balance sheet and income statement. With respect to the balance sheet, current assets erroneously did not include an adjusting journal
entry to write off a receivable that was deemed no longer collectible in the amount of $285,425 and current liabilities erroneously did
not include adjusting journal entries that had a net increase to liabilities of $373,996, of which $477,500 was an increase to liabilities
related to the expected results of an ongoing litigation matter and ($103,504) was a net decrease to liabilities from a write off of
amounts no longer owed. With respect to the income statement, incorrect information was reported with respect to net revenue, gross profit
and net income. Net revenue and gross profit erroneously included intercompany transactions in the amount of $1,952,381 that are eliminated
for consolidated presentation. Net income erroneously included the same intercompany transactions in the amount of $1,952,381 that are
eliminated for consolidated presentation. The remaining difference included adjusting journal entries for a net decrease to net income
of ($659,421), of which $103,504 from operations was a net increase to net income and ($762,925), expected results of an ongoing litigation
matter, was a net decrease to net income (collectively, the “Errors”).
This Item 7 reflects the restated financial statements.
Corporate History
In order to expedite the ramp-up of our investment
activities and further our ability to meet our investment objectives, on March 13, 2015 we (i) acquired approximately $11.2 million in
cash, $43.5 million in equity and debt investments, and $1.9 million in restricted cash escrow deposits of Capital Point Partners, L.P.
(“CPP”) and Capital Point Partners II, L.P. (“CPPII”) (together, the “Partnerships”), and (ii) issued
approximately 115.5 million shares of our common stock based on a pre-valuation presumed fair value of $60.9 million and on a price of
approximately $0.53 per share. While we have sought to invest primarily in private small and lower middle-market companies in various
industries, we are now (with a strategic alternatives process underway and limited resources) investing only in current investments and
otherwise conserving cash.
On an annual basis and in general, BDCs intend
to elect to be treated for tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue
Code of 1986 (the “Code”). To qualify as a RIC, a BDC must, among other things, meet certain source-of-income and asset diversification
requirements. As a RIC, BDCs generally will not have to pay corporate-level taxes on any income they distribute to their stockholders.
We did not meet the qualifications of a RIC for the 2022 or 2023 tax years and will be taxed as a corporation under Subchapter C of the
Code. Further, we do not expect to meet the qualifications of a RIC until such time as certain strategic alternatives are achieved.
Portfolio Composition and Investment Activity
Portfolio Composition
We originate and invest primarily in private
small and lower middle-market companies through first lien loans, second lien loans, unsecured loans, unitranche and mezzanine debt financing,
and corresponding equity investments. United States Treasury securities may be purchased and temporarily held in connection with complying
with RIC diversification requirements under Subchapter M of the Code.
At December 31, 2023, the Company had investments
in 5 portfolio companies. The total cost and fair value of the total investments were approximately $39.4 million and $29.7 million,
respectively. The composition of our investments by asset class as of December 31, 2023 is as follows:
| Investments | |
Cost | | |
Fair Value | | |
Percentage of
Total
Portfolio | |
| Portfolio Investments | |
| | |
| | |
| |
| First Lien Loans | |
$ | 10,120,088 | | |
$ | 12,301,440 | | |
| 41.37 | % |
| Second Lien Loans | |
| 11,416,339 | | |
| 11,652,480 | | |
| 39.19 | |
| Unsecured Loans | |
| 1,381,586 | | |
| - | | |
| - | |
| Equity | |
| 16,482,689 | | |
| 5,781,033 | | |
| 19.44 | |
| Total Portfolio Investments | |
| 39,400,702 | | |
| 29,734,953 | | |
| 100.00 | |
| Total Investments | |
$ | 39,400,702 | | |
$ | 29,734,953 | | |
| 100.00 | % |
At December 31, 2022, the Company had investments
in 6 portfolio companies. The total cost and fair value of the total investments were approximately $39.2 million and $30.6 million,
respectively. The composition of our investments by asset class as of December 31, 2022 is as follows:
| Investments | |
Cost | | |
Fair Value | | |
Percentage of
Total
Portfolio | |
| Portfolio Investments | |
| | |
| | |
| |
| First Lien Loans | |
$ | 10,120,088 | | |
$ | 13,144,967 | | |
| 43.01 | % |
| Second Lien Loans | |
| 11,250,000 | | |
| 10,976,647 | | |
| 35.91 | |
| Unsecured Loans | |
| 1,381,586 | | |
| - | | |
| - | |
| Equity | |
| 16,483,889 | | |
| 6,442,474 | | |
| 21.08 | |
| Total Portfolio Investments | |
| 39,235,563 | | |
| 30,564,088 | | |
| 100.00 | |
| Total Investments | |
$ | 39,235,563 | | |
$ | 30,564,088 | | |
| 100.00 | % |
At December 31, 2023, our weighted average yield
based upon cost of our portfolio investments was approximately 11.86% of which approximately 10.23% is current cash interest. At December
31, 2022, our weighted average yield based upon cost of our portfolio investments was approximately 10.16% of which approximately 10.16%
is current cash interest.
At December 31, 2023 and December 31, 2022, we
held no United States Treasury securities. United States Treasury securities may be purchased and temporarily held in connection with
complying with RIC diversification requirements under Subchapter M of the Code.
Investment Activity
Our level of investment activity can vary substantially
from period to period depending on many factors, including the amount of debt and equity capital to middle market companies, the level
of merger and acquisition activity, the general economic environment and the competitive environment for the types of investments we
make.
The primary portfolio investment activities for
the year ended December 31, 2023 are as follows:
| ● | On May 30, 2023, the Company amended
its second lien loan to Performance Alloys, LLC to extend the maturity date to December 31,
2026 and to increase its interest rate on the second lien loan to 14.0% effective June 1,
2023. Performance Alloys, LLC has the right and elected to PIK up 4.0% of the monthly interest.
The Company also received a $50,000 amendment fee. |
| ● | On December 31, 2023, the Company
recognized a realized loss on its investment in Rampart Detection Systems, Ltd. (“Rampart”).
in the amount of $1,200 due to the continued unresponsiveness from Rampart. Should the Company
receive any proceeds from its investment in Rampart at any time in the future, the Company
will recognized a realized gain at that time. |
| ● | Effective December 31, 2023, the
Company amended the Revolving Promissory Note with Rockfish Seafood Grill, Inc. to extend
the maturity date of the note to December 31, 2024. |
| ● | Effective December 31, 2023, the
Company amended the Amended, Restated and Consolidated Promissory Note with Advantis Certified
Staffing Solutions, Inc. to extend the maturity date of the note to December 31, 2024. |
Asset Quality
In addition to various risk management and monitoring
tools, our investment advisor used an investment rating system to characterize and monitor the quality of our debt investment portfolio.
Equity securities and Treasury Bills are not graded. This debt investment rating system uses a five-level numeric scale. The following
is a description of the conditions associated with each investment rating:
| Investment
Rating |
|
Summary
Description |
| |
|
|
| 1 |
|
Investments
that are performing above expectations, and whose risks remain favorable compared to the expected risk at the time of the original
investment. |
| |
|
|
| 2 |
|
Investments
that are performing within expectations and whose risks remain neutral compared to the expected risk at the time of the original
investment. All new loans will initially be rated 2. |
| |
|
|
| 3 |
|
Investments
that are performing below expectations and that require closer monitoring, but where no loss of return or principal is expected.
Portfolio companies with a rating of 3 may be out of compliance with financial covenants. |
| |
|
|
| 4 |
|
Investments
that are performing substantially below expectations and whose risks have increased substantially since the original investment.
These investments are often in work out. Investments with a rating of 4 will be those for which some loss of return but no loss of
principal is expected. |
| |
|
|
| 5 |
|
Investments
that are performing substantially below expectations and whose risks have increased substantially since the original investment.
These investments almost always end up in work out. Investments with a rating of 5 are those for which some loss of return and principal
is expected. |
The following table shows the investment rankings
of our debt investments at fair value as of December 31, 2023 and December 31, 2022:
| | |
As of December 31, 2023 | | |
As of December 31, 2022 | |
| Investment Rating | |
Fair Value | | |
% of Total
Portfolio | | |
Number of
Portfolio
Companies | | |
Fair Value | | |
% of
Total
Portfolio | | |
Number of
Portfolio
Companies | |
| 1 | |
$ | — | | |
| — | % | |
| — | | |
$ | — | | |
| — | % | |
| — | |
| 2 | |
| 6,916,339 | | |
| 28.88 | | |
| 1 | | |
| 7,320,000 | | |
| 30.34 | | |
| 1 | |
| 3 | |
| 12,128,041 | | |
| 50.63 | | |
| 1 | | |
| 12,959,968 | | |
| 53.73 | | |
| 1 | |
| 4 | |
| 4,736,141 | | |
| 19.77 | | |
| 1 | | |
| 3,656,647 | | |
| 15.16 | | |
| 1 | |
| 5 | |
| 173,399 | | |
| 0.72 | | |
| 1 | | |
| 184,999 | | |
| 0.77 | | |
| 1 | |
| | |
$ | 23,953,920 | | |
| 100.00 | % | |
| 4 | | |
$ | 24,121,614 | | |
| 100.00 | % | |
| 4 | |
Loans and Debt Securities on Non-Accrual Status
We will not accrue interest on loans and debt
securities if we have reason to doubt our ability to collect such interest. As of December 31, 2023, we had 3 loans on non-accrual status
and as of December 31, 2022, we had 3 loans on non-accrual status.
Results of Operations
An important measure of our financial performance
is net increase (decrease) in net assets resulting from operations, which includes net investment income (loss), net realized gain (loss)
and net change in unrealized gain (loss). Net investment income (loss) is the difference between our income from interest, dividends,
fees and other investment income and our operating expenses including interest on borrowed funds. Net realized gain (loss) on investments
is the difference between the proceeds received from dispositions of portfolio investments and their amortized cost. Net change in unrealized
gain (loss) on investments is the net change in the fair value of our investment portfolio.
Revenues
We generate revenue in the form of interest income
on debt investments and capital gains and distributions, if any, on investment securities that we may acquire in portfolio companies.
Our debt investments typically have a term of five to seven years and bear interest at a fixed or floating rate. Interest on our debt
securities is generally payable quarterly. Payments of principal on our debt investments may be amortized over the stated term of the
investment, deferred for several years or due entirely at maturity. In some cases, our debt investments may pay interest in-kind, or
PIK. Any outstanding principal amount of our debt securities and any accrued but unpaid interest will generally become due at the maturity
date. The level of interest income we receive is directly related to the balance of interest-bearing investments multiplied by the weighted
average yield of our investments. We expect that the dollar amount of interest and any dividend income that we earn to increase as the
size of our investment portfolio increases. In addition, we may generate revenue in the form of prepayment fees, commitment, loan origination,
structuring or due diligence fees, fees for providing managerial assistance and possibly consulting fees. These fees will be reorganized
as they are earned.
Expenses
Our primary operating expenses include the payment
of fees to House Hanover and our allocable portion of overhead expenses under the investment advisory agreements and other operating
costs described below. We bear all other out-of-pocket costs and expenses of our operations and transactions, which may include:
| ● | organizational
and offering expenses; |
| ● | expenses
incurred in valuing the Company’s assets and computing its net asset value per share
(including the cost and expenses of any independent valuation firm); |
| ● | subject
to the guidelines approved by the Board of Directors, expenses incurred by our investment
advisor that are payable to third parties, including agents, consultants or other advisors,
in monitoring financial and legal affairs for the Company and in monitoring the Company’s
investments and performing due diligence on the Company’s prospective portfolio companies
or otherwise related to, or associated with, evaluating and making investments; |
| ● | interest
payable on debt, if any, incurred to finance the Company’s investments and expenses
related to unsuccessful portfolio acquisition efforts; |
| ● | offerings
of the Company’s common stock and other securities; |
| ● | transfer
agent and custody fees and expenses; |
| ● | U.S.
federal and state registration fees of the Company (but not our investment advisor); |
| ● | all
costs of registration and listing the Company’s shares on any securities exchange; |
| ● | U.S.
federal, state and local taxes; |
| ● | independent
directors’ fees and expenses; |
| ● | costs
of preparing and filing reports or other documents required of the Company (but not our investment
advisor) by the SEC or other regulators; |
| ● | costs
of any reports, proxy statements or other notices to stockholders, including printing costs;
|
| ● | the
costs associated with individual or group stockholders; |
| ● | the
Company’s allocable portion of the fidelity bond, directors’ and officers’/errors
and omissions liability insurance, and any other insurance premiums; |
| ● | direct
costs and expenses of administration and operation of the Company, including printing, mailing,
long distance telephone, copying, secretarial and other staff, independent auditors and outside
legal costs; and |
| ● | all
other non-investment advisory expenses incurred by the Company in connection with administering
the Company’s business. |
Comparison of the Years Ended December 31, 2023, 2022, and 2021
| | |
Year Ended
December 31, 2023 | | |
Year Ended
December 31, 2022 | | |
Year Ended
December 31, 2021 | |
| | |
Total | | |
Per
Share (1) | | |
Total | | |
Per
Share (1) | | |
Total | | |
Per
Share (1) | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Investment income | |
| | |
| | |
| | |
| | |
| | |
| |
| Interest
income (2) | |
$ | 2,471,590 | | |
$ | 0.021 | | |
$ | 1,512,329 | | |
$ | 0.013 | | |
$ | 849,731 | | |
$ | 0.007 | |
| Other income | |
| 9,303 | | |
| 0.000 | | |
| 42,314 | | |
| 0.000 | | |
| 24,805 | | |
| 0.000 | |
| Total investment income | |
| 2,480,893 | | |
| 0.021 | | |
| 1,554,643 | | |
| 0.013 | | |
| 874,536 | | |
| 0.007 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Management fees | |
| 317,546 | | |
| 0.003 | | |
| 339,328 | | |
| 0.003 | | |
| 265,340 | | |
| 0.002 | |
| Administration fees | |
| 415,092 | | |
| 0.003 | | |
| 403,299 | | |
| 0.003 | | |
| 402,110 | | |
| 0.004 | |
| Audit Fees | |
| 149,136 | | |
| 0.001 | | |
| 202,196 | | |
| 0.002 | | |
| 159,547 | | |
| 0.001 | |
| Legal Fees | |
| 187,687 | | |
| 0.002 | | |
| 786,720 | | |
| 0.007 | | |
| 349,332 | | |
| 0.003 | |
| Valuation fees | |
| 90,000 | | |
| 0.001 | | |
| 121,500 | | |
| 0.001 | | |
| 132,000 | | |
| 0.001 | |
| Other professional fees | |
| - | | |
| 0.000 | | |
| 14,170 | | |
| 0.000 | | |
| 19,487 | | |
| 0.000 | |
| Directors’ fees | |
| 150,000 | | |
| 0.001 | | |
| 150,000 | | |
| 0.001 | | |
| 150,000 | | |
| 0.001 | |
| Insurance expense | |
| 151,193 | | |
| 0.001 | | |
| 184,311 | | |
| 0.002 | | |
| 160,260 | | |
| 0.002 | |
| Interest expense | |
| 207 | | |
| 0.000 | | |
| 4,896 | | |
| 0.000 | | |
| 188 | | |
| 0.000 | |
| Other general and administrative
expenses | |
| 138,465 | | |
| 0.001 | | |
| 126,721 | | |
| 0.001 | | |
| 116,058 | | |
| 0.001 | |
| Total operating expenses | |
| 1,599,326 | | |
| 0.013 | | |
| 2,333,141 | | |
| 0.020 | | |
| 1,754,322 | | |
| 0.015 | |
| Total net operating expenses | |
| 1,599,326 | | |
| 0.013 | | |
| 2,333,141 | | |
| 0.020 | | |
| 1,754,322 | | |
| 0.015 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net investment income (loss) before
tax | |
| 881,567 | | |
| 0.007 | | |
| (778,498 | ) | |
| (0.006 | ) | |
| (879,786 | ) | |
| (0.007 | ) |
| Income tax expense | |
| 64,993 | | |
| - | | |
| 456 | | |
| - | | |
| - | | |
| - | |
| Net investment income (loss) after
tax | |
| 816,574 | | |
| 0.007 | | |
| (778,954 | ) | |
| (0.006 | ) | |
| (879,786 | ) | |
| (0.007 | ) |
| Net change in unrealized gain (loss) | |
| (994,274 | ) | |
| (0.008 | ) | |
| 3,057,582 | | |
| 0.025 | | |
| 12,873,238 | | |
| 0.107 | |
| Net realized gain (loss) | |
| (1,200 | ) | |
| - | | |
| 4,368,297 | | |
| 0.036 | | |
| - | | |
| - | |
| Net increase (decrease) in net assets
resulting from operations | |
$ | (178,900 | ) | |
$ | (0.001 | ) | |
$ | 6,646,925 | | |
$ | 0.055 | | |
$ | 11,993,452 | | |
$ | 0.100 | |
| (1) | The basic per share figures noted above
are based on a weighted average of 120,486,061, 120,486,061 and 120,486,061 shares outstanding
for the years ended December 31, 2023, 2022, and 2021, respectively, except where such amounts
need to be adjusted to be consistent with what is disclosed in the financial highlights of
our financial statements. |
| (2) | Interest income includes PIK interest of
$163,341, $0, and $97,401, for the years ended December 31, 2023, 2022, and 2021, respectively. |
Operating Expenses
Total net operating expenses decreased from $2,333,141
for the year ended December 31, 2022 to $1,599,326 for the year ended December 31, 2023. The decrease is primarily due to a decrease
in management, audit and legal expense and to a lesser extent insurance and valuation expense. The decrease was minimally offset by an
increase in other general and administrative expenses.
Total net operating expenses per share decreased
from $0.020 per share for the year ended December 31, 2022 to $0.013 per share for the year ended December 31, 2023.
Total net operating expenses increased from $1,754,322
for the year ended December 31, 2021 to $2,333,141 for the year ended December 31, 2022. The increase is primarily due to an increase
in management, audit and legal expense, and to a lesser extent, insurance and other general and administrative expenses. The increase
was minimally offset by an decrease in valuation fees.
Total net operating expenses per share increased
from $0.015 per share for the year ended December 31, 2021 to $0.020 per share for the year ended December 31, 2022
Net Investment Income (Loss)
Net investment income (loss) (after tax) increased
from $(778,954) for the year ended December 31, 2022 to $ 816,574 for the year ended December 31, 2023. This increase is primarily due
to an increase in interest income for the year ended December 31, 2023 that was greater than the decreases in management, audit, legal,
insurance and valuation expenses.
Net investment income (loss) (after tax) per
share increased from $(0.006) per share for the year ended December 31, 2022 to $0.007 per share for the year ended December 31, 2023.
Net investment income (loss) (after tax) decreased
from $(879,786) for the year ended December 31, 2021 to $(778,954) for the year ended December 31, 2022. This decrease is primarily due
to an increase in interest income for the year ended December 31, 2022 that was greater than the increases in management, audit, legal,
insurance and other general and administrative expenses.
Net investment income (loss) (after tax) per
share decreased from $(0.007) per share for the year ended December 31, 2021 to $(0.006) per share for the year ended December 31, 2022.
Net Realized Gain (Loss)
We measure realized gains (losses) by the difference
between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specific identification
method, without regard to unrealized appreciation or depreciation previously recognized.
For the year ended December 31, 2023, we recognized
($1,200) net realized loss.
For the year ended December 31, 2022, we recognized
net realized gain of $4,368,297.
For the year ended December 31, 2021, we did
not recognize any realized gain or loss.
Net Change in Unrealized Gain (Loss)
Net change in unrealized gain (loss) primarily
reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded appreciation
or depreciation when gains or losses are realized.
Net change in unrealized gain (loss) on investments
totaled a loss of $(994,274) for the year ended December 31, 2023 primarily in connection with unrealized losses of $1,075,753 and $831,927
on Performance Alloys, Inc. and Rockfish Holdings, LLC, respectively, and partially offset by unrealized gains of $(1,079,494) on Advantis
Certified Staffing Solutions, Inc.
Net change in unrealized gain (loss) on investments
totaled a gain of $3,057,582 for the year ended December 31, 2022 primarily in connection with unrealized gains of $5,227,735, $1,945,866
on Performance Alloys, Inc. and Great Value Storage, LLC Inc, respectively, partially offset by unrealized losses of $1,725,445, $1,585,512
on Rockfish Holdings, LLC and Rockfish Seafood Grill, Inc.
Net change in unrealized gain (loss) on investments
totaled a gain of $12,873,238 for the year ended December 31, 2021 primarily in connection with unrealized gains of $5,065,146, $4,607,710,
$1,725,445, $1,433,557 on Rockfish Seafood Grill, Inc., Performance Alloys, Inc., Rockfish Holdings, LLC and Advantis Certified Staffing
Solutions, Inc.
Financial Condition, Liquidity and Capital
Resources
We intend to continue to generate cash from future
offerings of securities and cash flows from operations, including earnings on investments in our portfolio and future investments, as
well as interest earned from the temporary investment of cash in U.S. government securities and other high-quality debt investments that
mature in one year or less. We may, if permitted by regulation, seek various forms of leverage and borrow funds to make investments.
As of December 31, 2023, we had $1,979,659 in
cash and restricted cash, and our net assets totaled $31,963,643. We believe that our anticipated cash flows from operations will be
adequate to meet our cash needs for our daily operations for at least the next 12 months.
Contractual Obligations
As of December 31, 2023, we did not have any
contractual obligations that would trigger the tabular disclosure of contractual obligations under Section 303(a)(5) of Regulation S-K.
We have entered into one contract under which
we have material future commitments, the House Hanover Investment Advisory Agreement, pursuant to which House Hanover serves as our investment
adviser. Payments under the House Hanover Investment Advisory Agreement in future periods will be equal to a percentage of the value
of our net assets.
The House Hanover Investment Advisory Agreement
is terminable by either party without penalty upon written notice by the Company or 60 days’ written notice by House Hanover. If
this agreement is terminated, the costs we incur under a new agreement may increase. In addition, we will likely incur significant time
and expense in locating alternative parties to provide the services we expect to receive under our investment advisory agreement. Any
new investment advisory agreement would also be subject to approval by our stockholders.
Distributions
For the fiscal year ended December 31, 2023,
no dividends were declared or distributed to stockholders.
For the fiscal year ended December 31, 2022,
the Company declared and paid a cash dividend of $0.075 per share of common stock on or about December 1, 2022 to stockholders of record
as of the close of business on November 21, 2022.
In order to qualify as a RIC and to avoid U.S.
federal corporate level income tax on the income we distribute to our stockholders, we are required to distribute at least 90% of our
net ordinary income and our net short-term capital gains in excess of net long-term capital losses, if any, to our stockholders on an
annual basis. Additionally, we must distribute an amount at least equal to the sum of 98% of our net ordinary income (during the calendar
year) plus 98.2% of our net capital gain income (during each 12-month period ending on October 31) plus any net ordinary income and capital
gain net income for preceding years that were not distributed during such years and on which we paid no U.S. federal income tax to avoid
a U.S. federal excise tax. To the extent that we have income available, we intend to make distributions to our stockholders. Our stockholder
distributions, if any, will be determined by our board of directors. Any distribution to our stockholders will be declared out of assets
legally available for distribution. The Company did not meet the requirements to qualify as a RIC for the 2023 and 2022 tax years and
will be taxed as a corporation under Subchapter C of the Code. It may not be in the best interests of the Company’s stockholders
to elect to be taxed as a RIC at the present time due to the net operating losses and capital loss carryforwards the Company currently
has. Management will make a determination that is in the best interests of the Company and its stockholders. While the Company does not
expect to meet the qualifications of a RIC until such time as certain strategic alternatives are achieved, it can still declare a dividend
even though it is not required to do so.
We may not be able to achieve operating results
that will allow us to make distributions at a specific level or to increase the amount of our distributions from time to time. In addition,
we may be limited in our ability to make distributions due to the asset coverage requirements applicable to us as a BDC under the 1940
Act. If we do not distribute a certain percentage of our income annually, we could suffer adverse tax consequences, including the possible
failure to qualify as a RIC. We cannot assure stockholders that they will receive any distributions.
To the extent our taxable earnings fall below
the total amount of our distributions for that fiscal year, a portion of those distributions may be deemed a return of capital to our
stockholders for U.S. federal income tax purposes. Thus, the source of a distribution to our stockholders may be the original capital
invested by the stockholder rather than our income or gains. Stockholders should read any written disclosure accompanying any stockholder
distribution carefully and should not assume that the source of any distribution is our ordinary income or capital gains.
On October 17, 2022, the Board terminated the
Company’s “opt out” dividend reinvestment plan, as disclosed in the Company’s 8-K filed on October 19, 2022.
Written notice of such termination was mailed to the Company’s stockholders on October 21, 2022, with an effective date of November
20, 2022. As a result, any distributions declared for stockholders of record after November 20, 2022, will be paid in cash.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources.
Related Party Transactions
Management Fees
Management fees under the House Hanover Investment
Advisory Agreement for the years ended December 31, 2023 2022 and 2021 were $317,546, $339,328 and $265,340, respectively. As of December
31, 2023 and 2022, management fees of $78,889 and $91,934, respectively, were payable to House Hanover.
Incentive Fees
The Company is not obligated to pay House Hanover
an incentive fee. Incentive fees are a typical component of investment advisory agreements with business development companies.
Administration Fees
House Hanover is entitled to reimbursement of
expenses under the House Hanover Investment Advisory Agreement for administrative services performed for the Company. Administration
fees were $259,500, $259,500 and $270,000 for the years ended December 31, 2023, 2022 and 2021, respectively, as shown on the Statements
of Operations under administration fees. As of December 31, 2023 and 2022, there were $64,875 and $64,875, respectively, of administration
fees owed to House Hanover, as shown on the Statements of Assets and Liabilities under Due to affiliates.
On May 1, 2022, Advantis Certified Staffing Solutions,
Inc. (“Advantis”) requested one of its directors, Gregory J. Cannella who also serves as our Chief Financial Officer, become
the Executive Chair of Advantis to provide executive authority and leadership in the absence of their former president, who resigned
in March 2022. Mr. Cannella has agreed to take this position and in return will be compensated by Advantis in the amount of $5,000 per
month. The title and benefits of this position can be removed at any time by the board of directors of Advantis.
Recent Accounting Pronouncements
See Note 2 of the financial statements for a
description of recent accounting pronouncements, if any, including the expected dates of adoption and the anticipated impact on the financial
statements.
Critical Accounting Policies and Estimates
The preparation of our financial statements and
related disclosures in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make
estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment,
financial markets and any other parameters used in determining such estimates could cause actual results to differ. In addition to the
discussion below, our significant accounting policies are further described in the notes to the financial statements.
Valuation of Portfolio Investments
As a BDC, we generally invest in illiquid loans
and securities including debt and equity securities of middle-market companies. Under procedures established by our board of directors,
we value investments for which market quotations are readily available at such market quotations. We obtain these market values from
an independent pricing service or at the mean between the bid and ask prices obtained from at least two brokers or dealers (if available,
otherwise by a principal market maker or a primary market dealer). Debt and equity securities that are not publicly traded or whose market
prices are not readily available are valued at fair value as determined in good faith by our board of directors. Such determination of
fair values may involve subjective judgments and estimates, although we engage independent valuation providers to review the valuation
of each portfolio investment that does not have a readily available market quotation quarterly. Investments purchased within 60 days
of maturity are valued at cost plus accreted discount, or minus amortized premium, which approximate fair value. With respect to unquoted
securities, our board of directors values each investment considering, among other measures, discounted cash flow models, comparisons
of financial ratios of peer companies that are public and other factors, which are provided by a nationally recognized independent valuation
firm. This valuation firm provides a range of values for selected investments, which is presented to the Valuation Committee to determine
the value for each of the selected investments.
When an external event such as a purchase transaction,
public offering or subsequent equity sale occurs, our board of directors uses the pricing indicated by the external event to corroborate
and/or assist us in our valuation. Because there is not a readily available market for substantially all of the investments in our portfolio,
we value our portfolio investments at fair value as determined in good faith by our board of directors using a documented valuation policy
and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not
have a readily available market value, the fair value of our investments may differ significantly from the values that would have been
used had a readily available market value existed for such investments, and the differences could be material.
With respect to investments for which market
quotations are not readily available, our board of directors undertakes a multi-step valuation process each quarter, as described below:
| ● | Our quarterly valuation process
begins with each portfolio company or investment being initially valued by an independent
valuation firm, except for those investments where market quotations are readily available; |
| ● | Preliminary valuation conclusions
are then documented and discussed with our senior management, our investment advisor, and
our auditors; |
| ● | The valuation committee of our board
of directors then reviews these preliminary valuations and approves them for recommendation
to the board of directors; |
| ● | The board of directors then discusses
valuations and determines the fair value of each investment in our portfolio in good faith,
based on the input of our investment advisor, the independent valuation firm and the valuation
committee. |
Revenue Recognition
Realized gain (loss) on the sale of investments
is the difference between the proceeds received from dispositions of portfolio investments and their stated costs. Realized gains or
losses on the sale of investments are calculated using the specific identification method.
Interest income, adjusted for amortization of
premium and accretion of discount, is recorded on an accrual basis to the extent that we expect to collect such amounts. For loans and
debt securities with contractual PIK interest, which represents contractual interest accrued and added to the loan balance that generally
becomes due at maturity, we do not accrue PIK interest if the portfolio company valuation indicates that such PIK interest is not collectible.
Generally, we will not accrue interest on loans and debt securities if we have reason to doubt our ability to collect such interest.
Loan origination fees, original issue discount and market discount or premium are capitalized, and we then accrete or amortize such amounts
using the effective interest method as interest income. Upon the prepayment of a loan or debt security, any unamortized loan origination
is recorded as interest income. We record prepayment premiums on loans and debt securities as interest income.
Dividend income, if any, will be recognized on
the ex-dividend date.
Generally, when a payment default occurs on a
loan in the portfolio, or if the Company otherwise believes that the borrower will not be able to make contractual interest payments,
the Company may place the loan on non-accrual status and cease recognizing interest income on the loan until all principal and interest
is current through payment, or until a restructuring occurs, and the interest income is deemed to be collectible. The Company may make
exceptions to this policy if a loan has sufficient collateral value, is in the process of collection or is viewed to be able to pay all
amounts due if the loan were to be collected on through an investment in or sale of the business, the sale of the assets of the business,
or some portion or combination thereof.
Recent Developments
Portfolio Activity
| |
● |
Subsequent to the year
ending December 31, 2023 and through the date of this filing, there was no portfolio activity or other events to report. |
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
We are subject to financial market risks, including
credit risk, illiquidity of investments in our portfolio and changes in interest rates.
Credit risk is the primary market risk associated
with our business. Credit risk originates from the fact that some of our portfolio companies may become unable or unwilling to fulfill
their contractual payment obligations to us and may eventually default on those obligations. These contractual payment obligations arise
under the debt securities and other investments that we hold. They include payment of interest, principal, dividends, fees and payments
under guarantees and similar instruments.
We primarily invest in illiquid debt and other
securities of small and mid-sized private companies. In some cases these investments include additional equity components. Our investments
may have no established trading market or are generally subject to restrictions on resale. The illiquidity of our investments may adversely
affect our ability to dispose of debt and equity securities at times when it may be otherwise advantageous for us to liquidate such investments.
As of December 31, 2023, all of our debt investments are fixed rate.
Item 8. FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA
Index to Financial Statements
| |
Page |
| Report of Independent Registered
Public Accounting Firm (PCAOB ID 100) |
F-2 |
| Statements of Assets and Liabilities
as of December 31, 2023 and December 31, 2022 |
F-4 |
| Statements of Operations for the
years ended December 31, 2023, 2022 and 2021 |
F-5 |
| Statements of Changes in Net Assets
for the years ended December 31, 2023, 2022 and 2021 |
F-6 |
| Statements of Cash Flows for the
years ended December 31, 2023, 2022 and 2021 |
F-7 |
| Schedule of Investments as of December
31, 2023 |
F-8 |
| Schedule of Investments as of December
31, 2022 |
F-11 |
| Notes to Financial Statements |
F-14 |
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
of
Princeton Capital Corporation:
Opinion on the Financial Statements
We have audited the accompanying Statements
of Assets and Liabilities of Princeton Capital Corporation (the "Company"), including the schedules of investments, as of December
31, 2023 and 2022, the related statements of operations, changes in net assets, and cash flows for each of the three years in the period
ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the
financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022,
and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity
with accounting principles generally accepted in the United States of America.
Restatement
As discussed in Note 1 to the financial statements,
the financial statements for the year ended December 31, 2023 have been restated to reflect the correction of a material error in Note
10 of the Notes to Financial Statements.
Basis for Opinion
These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an
understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the
entity's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements. Our procedures included verification by confirmation of securities
as of December 31, 2023 and 2022, by correspondence with the portfolio companies, or by other appropriate auditing procedures where replies
were not received. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below
is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to
the Audit Committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved
our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our
opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a
separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Fair Value of Investments
As discussed in Note 5 to the financial statements,
the Company measures substantially all of its investments at fair value using unobservable inputs and assumptions as there is no readily
available market value. As of December 31, 2023, total investments at fair value were $29,734,953.
We identified the evaluation of the fair value
of investments as a critical audit matter. Assessment of the Company’s judgments regarding the use of specific valuation techniques,
inputs and assumptions involved a high degree of subjective auditor judgment. Changes in these techniques, inputs and assumptions could
have a significant impact on the fair value of investments. In particular, the Company uses the market and cost approaches to determine
enterprise values, and also relies upon the current value method to value certain equity and debt investments. Additionally, the Company
makes judgments relating to credit risk, guideline company market multiples, guideline transaction multiples, replacement cost indications
and financial performance measures used to determine enterprise values and total equity value indications.
Addressing the matter involved performing
procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures
included, among others, either (i) testing management’s process for determining the fair value estimate, which included evaluating
the appropriateness of the market approach, income approach, or cost approach; testing the completeness, accuracy, and relevance of the
underlying data used in the technique; and evaluating the significant unobservable inputs and assumptions used by management, including
the selected valuation multiples, discount rates, market yields or replacement or reproduction cost indications, by considering the consistency
and reasonableness of the unobservable inputs relative to the performance and condition of the subject company or assets, and the external
market and industry data and evidence obtained in other areas of the audit; or (ii) the involvement of professionals with specialized
skill and knowledge to assist in developing an independent fair value estimate range for certain level 3 debt and equity investments,
and comparison of management’s fair value indications to the independently developed range of fair value estimates. Developing
the independent range involved selection of significant unobservable inputs for the market multiples, discount rates or market yields,
or replacement or reproduction cost indications, in order to evaluate the reasonableness of management’s fair value estimate of
these certain level 3 investments, using a range of available market information.
We have served as the Company's auditor since
2016.
/s/ WithumSmith+Brown, PC
Whippany, New Jersey
March 29, 2024, except for the effects of
the restatement disclosed in Note 1, as to which the date is March 5, 2025.
PCAOB Number 100
PRINCETON
CAPITAL CORPORATION
STATEMENTS OF ASSETS AND LIABILITIES
| | |
December 31,
2023 | | |
December 31,
2022 | |
| | |
| | |
| |
| ASSETS | |
| | |
| |
| Control investments at fair value (cost of $27,353,273 and $27,353,273, respectively) | |
$ | 18,581,422 | | |
$ | 18,499,943 | |
| Non-control/non-affiliate investments at fair value (cost of $12,047,429 and $11,882,290, respectively) | |
| 11,153,531 | | |
| 12,064,145 | |
| Total investments at fair value (cost of $39,400,702 and $39,235,563, respectively) | |
| 29,734,953 | | |
| 30,564,088 | |
| Cash and cash equivalents | |
| 1,937,768 | | |
| 1,525,723 | |
| Restricted cash | |
| 41,891 | | |
| 40,823 | |
| Due from portfolio companies | |
| 26,592 | | |
| 26,342 | |
| Interest receivable, net of allowance for bad debt of $16,549 and $16,549, respectively | |
| 525,685 | | |
| 293,621 | |
| Prepaid expenses | |
| 47,306 | | |
| 35,552 | |
| Total assets | |
| 32,314,195 | | |
| 32,486,149 | |
| | |
| | | |
| | |
| LIABILITIES | |
| | | |
| | |
| Accrued management fees | |
| 78,889 | | |
| 91,934 | |
| Accounts payable | |
| 159,472 | | |
| 180,096 | |
| Due
to affiliates(1) | |
| 64,875 | | |
| 64,875 | |
| Taxes expense payable | |
| 64,537 | | |
| - | |
| Accrued expenses and other liabilities | |
| 41,860 | | |
| 65,782 | |
| Total liabilities | |
| 409,633 | | |
| 402,687 | |
| | |
| | | |
| | |
| Net assets | |
$ | 31,904,562 | | |
$ | 32,083,462 | |
| | |
| | | |
| | |
| NET ASSETS | |
| | | |
| | |
| Common Stock, par value $0.001 per share (250,000,000 shares authorized; 120,486,061 shares issued and outstanding at December 31, 2023 and December 31, 2022) | |
$ | 120,486 | | |
$ | 120,486 | |
| Paid-in capital | |
| 64,868,884 | | |
| 64,868,884 | |
| Accumulated deficit | |
| (33,084,808 | ) | |
| (32,905,908 | ) |
| Total net assets | |
$ | 31,904,562 | | |
$ | 32,083,462 | |
| Net asset value per share | |
$ | 0.265 | | |
$ | 0.266 | |
The accompanying notes are an integral part of
these financial statements.
PRINCETON
CAPITAL CORPORATION
STATEMENTS OF OPERATIONS
| | |
For the Year Ended December 31, | |
| | |
2023 | | |
2022 | | |
2021 | |
| INVESTMENT INCOME | |
| | |
| | |
| |
| Interest income from non-control/non-affiliate investments | |
$ | 1,254,375 | | |
$ | 684,375 | | |
$ | 286,875 | |
| Interest income from control investments | |
| 1,050,876 | | |
| 827,954 | | |
| 465,455 | |
| Interest income paid-in-kind from control investments | |
| - | | |
| - | | |
| 97,401 | |
| Interest income paid-in-kind from non-control/ non-affiliate investments | |
| 166,339 | | |
| - | | |
| - | |
| Other income from non-control/non-affiliate investments | |
| 8,140 | | |
| 17,996 | | |
| 24,060 | |
| Other income from non-investment sources (Note 2) | |
| 1,163 | | |
| 24,318 | | |
| 745 | |
| Total investment income | |
| 2,480,893 | | |
| 1,554,643 | | |
| 874,536 | |
| | |
| | | |
| | | |
| | |
| OPERATING EXPENSES | |
| | | |
| | | |
| | |
| Management fees | |
| 317,546 | | |
| 339,328 | | |
| 265,340 | |
| Administration fees | |
| 415,092 | | |
| 403,299 | | |
| 402,110 | |
| Audit fees | |
| 149,136 | | |
| 202,196 | | |
| 159,547 | |
| Legal fees (Note 2) | |
| 187,687 | | |
| 786,720 | | |
| 349,332 | |
| Valuation fees | |
| 90,000 | | |
| 121,500 | | |
| 132,000 | |
| Other professional fees | |
| - | | |
| 14,170 | | |
| 19,487 | |
| Directors’ fees | |
| 150,000 | | |
| 150,000 | | |
| 150,000 | |
| Insurance expense | |
| 151,193 | | |
| 184,311 | | |
| 160,260 | |
| Interest expense | |
| 207 | | |
| 4,896 | | |
| 188 | |
| Other general and administrative expenses | |
| 138,465 | | |
| 126,721 | | |
| 116,058 | |
| Total operating expenses | |
| 1,599,326 | | |
| 2,333,141 | | |
| 1,754,322 | |
| | |
| | | |
| | | |
| | |
| Net investment income (loss) before tax | |
| 881,567 | | |
| (778,498 | ) | |
| (879,786 | ) |
| Income tax expense | |
| 64,993 | | |
| 456 | | |
| - | |
| Net investment income (loss) after taxes | |
| 816,574 | | |
| (778,954 | ) | |
| (879,786 | ) |
| | |
| | | |
| | | |
| | |
| Net realized gain (loss) on: | |
| | | |
| | | |
| | |
| Non-control/non-affiliate investments | |
| (1,200 | ) | |
| 4,368,297 | | |
| - | |
| Total net realized gain (loss) | |
| (1,200 | ) | |
| 4,368,297 | | |
| - | |
| Net change in unrealized gain (loss) on investments: | |
| | | |
| | | |
| | |
| Non-control/non-affiliate investments | |
| (1,075,753 | ) | |
| 7,173,601 | | |
| 4,404,498 | |
| Control investments | |
| 81,479 | | |
| (4,116,019 | ) | |
| 8,468,740 | |
| Net change in unrealized gain (loss) on investments | |
| (994,274 | ) | |
| 3,057,582 | | |
| 12,873,238 | |
| Net realized and unrealized gain (loss) on investments | |
| (995,474 | ) | |
| 7,425,879 | | |
| 12,873,238 | |
| Net increase (decrease) in net assets resulting from operations | |
$ | (178,900 | ) | |
$ | 6,646,925 | | |
$ | 11,993,452 | |
| | |
| | | |
| | | |
| | |
| Net investment income (loss) per share | |
| | | |
| | | |
| | |
| Basic | |
$ | 0.007 | | |
$ | (0.006 | ) | |
$ | (0.007 | ) |
| Diluted | |
$ | 0.007 | | |
$ | (0.006 | ) | |
$ | (0.007 | ) |
| Net increase (decrease) in net assets resulting from operations per share | |
| | | |
| | | |
| | |
| Basic | |
$ | (0.001 | ) | |
$ | 0.055 | | |
$ | 0.100 | |
| Diluted | |
$ | (0.001 | ) | |
$ | 0.055 | | |
$ | 0.100 | |
| Weighted average shares of common stock outstanding | |
| | | |
| | | |
| | |
| Basic | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | |
| Diluted | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | |
The accompanying notes are an integral part of
these financial statements.
PRINCETON
CAPITAL CORPORATION
STATEMENTS OF CHANGES IN NET ASSETS
| | |
For the Year Ended December 31, | |
| | |
2023 | | |
2022 | | |
2021 | |
| Net assets at beginning of year | |
$ | 32,083,462 | | |
$ | 34,472,992 | | |
$ | 22,479,540 | |
| Increase (decrease) in net assets resulting from operations: | |
| | | |
| | | |
| | |
| Net investment income (loss) | |
| 816,574 | | |
| (778,954 | ) | |
| (879,786 | ) |
Realized gain (loss) on investments | |
| (1,200 | ) | |
| 4,368,297 | | |
| - | |
| Net change in unrealized gain (loss) on investments | |
| (994,274 | ) | |
| 3,057,582 | | |
| 12,873,238 | |
| Net increase (decrease) in net assets resulting from operations | |
| (178,900 | ) | |
| 6,646,925 | | |
| 11,993,452 | |
| | |
| | | |
| | | |
| | |
| Distributions | |
| | | |
| | | |
| | |
| Dividends declared | |
| - | | |
| (9,036,455 | ) | |
| - | |
| Total distributions | |
| - | | |
| (9,036,455 | ) | |
| - | |
| | |
| | | |
| | | |
| | |
| Total increase (decrease) in net assets | |
| (178,900 | ) | |
| (2,389,530 | ) | |
| 11,993,452 | |
| Net Assets at December 31 | |
$ | 31,904,562 | | |
$ | 32,083,462 | | |
$ | 34,472,992 | |
| | |
| | | |
| | | |
| | |
| Capital share activity: | |
| | | |
| | | |
| | |
| Common stock | |
| | | |
| | | |
| | |
| Common stock outstanding at the beginning of year | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | |
| Common stock outstanding at the end of year | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | |
The accompanying notes are an integral part of
these financial statements.
PRINCETON
CAPITAL CORPORATION
STATEMENTS OF CASH FLOWS
| | |
For the Year Ended December 31, | |
| | |
2023 | | |
2022 | | |
2021 | |
Cash Flows from Operating Activities | |
| | |
| | |
| |
| Net increase (decrease) in net assets resulting
from operations | |
$ | (178,900 | ) | |
$ | 6,646,925 | | |
$ | 11,993,452 | |
| Adjustments to reconcile net increase (decrease) in net
assets resulting from operations to net cash provided by (used in) operating activities: | |
| | | |
| | | |
| | |
| Proceeds from sales, repayments, or maturity of investments
in: | |
| | | |
| | | |
| | |
| Portfolio investments | |
| - | | |
| 11,168,883 | | |
| 230,570 | |
| Net realized (gain) loss on investments | |
| 1,200 | | |
| (4,368,297 | ) | |
| - | |
| Net change in unrealized (gain) loss on investments | |
| 994,274 | | |
| (3,057,582 | ) | |
| (12,873,238 | ) |
| Increase in investments due to PIK | |
| (166,339 | ) | |
| - | | |
| (97,401 | ) |
| Allowance for bad debt | |
| - | | |
| (413,896 | ) | |
| - | |
| Changes in other assets and liabilities: | |
| | | |
| | | |
| | |
| Due from portfolio companies | |
| (250 | ) | |
| 199,054 | | |
| (25,531 | ) |
| Interest receivable | |
| (232,064 | ) | |
| 224,420 | | |
| 10,595 | |
| Prepaid expenses | |
| (11,754 | ) | |
| (5,079 | ) | |
| (3,863 | ) |
| Tax receivable | |
| - | | |
| 750 | | |
| 6,500 | |
| Accrued management fees | |
| (13,045 | ) | |
| (170,390 | ) | |
| (289,797 | ) |
| Accounts payable | |
| (20,624 | ) | |
| (23,549 | ) | |
| 114,184 | |
| Due to affiliates | |
| - | | |
| (208,141 | ) | |
| (199,484 | ) |
| Tax expense payable | |
| 64,537 | | |
| - | | |
| (1,593 | ) |
| Deferred fee income | |
| 41,860 | | |
| (17,996 | ) | |
| (24,060 | ) |
| Accrued expenses and other liabilities | |
| (65,782 | ) | |
| 63,498 | | |
| (27,163 | ) |
| Net cash provided by (used in)
operating activities | |
| 413,113 | | |
| 10,038,600 | | |
| (1,186,829 | ) |
| | |
| | | |
| | | |
| | |
| Cash Flows from Financing Activities | |
| | | |
| | | |
| | |
| Cash dividends paid | |
| - | | |
| (9,036,455 | ) | |
| - | |
| Net cash provided by (used in)
financing activities | |
| - | | |
| (9,036,455 | ) | |
| - | |
| | |
| | | |
| | | |
| | |
| Net increase (decrease) in cash, cash equivalents and
restricted cash | |
| 413,113 | | |
| 1,002,145 | | |
| (1,186,829 | ) |
| Cash, cash equivalents and restricted
cash at beginning of year | |
| 1,566,546 | | |
| 564,401 | | |
| 1,751,230 | |
| Cash, cash equivalents and restricted
cash at end of year | |
$ | 1,979,659 | | |
$ | 1,566,546 | | |
$ | 564,401 | |
| | |
| | | |
| | | |
| | |
| Supplemental disclosure of cash flow
financing activities: | |
| | | |
| | | |
| | |
| Interest expense paid | |
$ | 207 | | |
$ | 4,896 | | |
$ | 188 | |
| Income tax paid | |
$ | 456 | | |
$ | 456 | | |
$ | 1,593 | |
The accompanying notes are an integral part of
these financial statements.
PRINCETON
CAPITAL CORPORATION
SCHEDULE OF INVESTMENTS
as of December 31, 2023
| Investments | | Headquarters / Industry | | Acquisition
Date | | Principal
Amount/
Shares/
% Ownership | | | Amortized
Cost | | | Fair
Value (1) | | | % of
Net Assets | |
| Portfolio Investments (5) | | | | | | | | | | | | | | | | |
| Control investments | | | | | | | | | | | | | | | | |
| Advantis Certified Staffing Solutions, Inc. | | Houston, TX | | | | | | | | | | | | | | |
| Second Lien Loan, 12.0% Cash, due 11/30/2021(2) (4) (6) | | Staffing | | 3/13/2015 | | $ | 4,500,000 | | | $ | 4,500,000 | | | $ | 4,736,141 | | | | 14.84 | % |
| Unsecured loan 6.33%, due 12/31/2024 (6) | | | | 10/01/2019 | | $ | 1,381,586 | | | | 1,381,586 | | | | - | | | | - | % |
| Common Stock – Series A (4) (6) | | | | 7/02/2017 | | | 225,000 | | | | 10,150 | | | | - | | | | - | % |
| Common Stock – Series B (4) (6) | | | | 7/02/2017 | | | 9,500,000 | | | | 428,571 | | | | - | | | | - | % |
| Warrant for 250,000 Shares of Series A Common Stock, exercise price $0.01 per share, expires 1/1/2027 (4) (6) | | | | 7/02/2017 | | | 1 | | | | 11,278 | | | | - | | | | - | % |
| Warrant for 700,000 Shares of Series A Common Stock, exercise price $0.01 per share, expires 1/1/2027 (4) (6) | | | | 12/31/2016 | | | 1 | | | | - | | | | - | | | | - | % |
| Total | | | | | | | | | | | 6,331,585 | | | | 4,736,141 | | | | 14.84 | % |
| Dominion Medical Management, Inc. | | Milwaukee, WI | | | | | | | | | | | | | | | | | | |
| First Lien Loan, 12.0% Cash, 6% PIK due, 3/31/2020 (2) (3) 4) | | Medical Business Services | | 3/22/2018 | | $ | 1,516,144 | | | | 1,516,144 | | | | 173,399 | | | | 0.54 | % |
| Integrated Medical Partners, LLC | | | | | | | | | | | | | | | | | | | | |
| Preferred Membership, Class A units (4) | | | | 3/13/2015 | | | 800 | | | | 4,196,937 | | | | - | | | | - | % |
| Preferred Membership, Class B units (4) | | | | 3/13/2015 | | | 760 | | | | 29,586 | | | | - | | | | - | % |
| Common Units (4) | | | | 3/13/2015 | | | 14,082 | | | | - | | | | - | | | | - | % |
| Total | | | | | | | | | | | 5,742,667 | | | | 173,399 | | | | 0.54 | % |
| PCC SBH Sub, Inc. | | Karnes City, TX | | | | | | | | | | | | | | | | | | |
| Common stock (4) (6) | | Energy Services | | 2/06/2017 | | | 100 | | | | 2,525,481 | | | | 1,543,841 | | | | 4.84 | % |
| Rockfish Seafood Grill, Inc. | | Richardson, TX | | | | | | | | | | | | | | | | | | |
First Lien Loan, 8% Cash, 6.0% PIK, due 3/31/2018 (3) (6) | | Casual Dining | | 3/13/2015 | | $ | 6,352,944 | | | | 6,352,944 | | | | 9,877,041 | | | | 30.96 | % |
| Revolving Loan, 8% Cash, due 12/31/2024 (6) | | | | 6/29/2015 | | $ | 2,251,000 | | | | 2,251,000 | | | | 2,251,000 | | | | 7.06 | % |
| Rockfish Holdings, LLC | | | | | | | | | | | | | | | | | | | | |
| Warrant for Membership Interest, exercise price $0.001 per 1% membership interest, expires 7/28/2028 (4) (6) | | | | 3/13/2015 | | | 10.0 | % | | | 414,960 | | | | - | | | | - | % |
| Membership Interest – Class A (4) (6) | | | | 3/13/2015 | | | 99.997 | % | | | 3,734,636 | | | | - | | | | - | % |
| Total | | | | | | | | | | | 12,753,540 | | | | 12,128,041 | | | | 38.02 | % |
| Total control investments | | | | | | | | | | | 27,353,273 | | | | 18,581,422 | | | | 58.24 | % |
| | | | | | | | | | | | | | | | | | | | | |
| Non-control/non-affiliate investments | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Performance Alloys, LLC | | Houston, TX | | | | | | | | | | | | | | | | | | |
Second Lien Loan, 10% Cash, due 4% PIK, due 12/31/2026 (3) (6) | | Nickel Pipe, Fittings & Flanges | | 7/01/2016 | | $ | 6,916,339 | | | | 6,916,339 | | | | 6,916,339 | | | | 21.68 | % |
| Membership Interest – Class B (4) (6) | | | | 7/01/2016 | | | 25.97 | % | | | 5,131,090 | | | | 4,237,192 | | | | 13.28 | % |
| Total | | | | | | | | | | | 12,047,429 | | | | 11,153,531 | | | | 34.96 | % |
The accompanying notes are an integral part of
these financial statements.
PRINCETON CAPITAL CORPORATION
SCHEDULE OF INVESTMENTS
as of December 31, 2023
(Continued)
| Investments |
|
Headquarters / Industry |
|
Acquisition
Date |
|
Principal
Amount/
Shares/
% Ownership |
|
|
Amortized
Cost |
|
|
Fair
Value (1) |
|
|
% of Net
Assets |
|
| Non-control/non-affiliate
investments (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total non-control/non-affiliate
investments |
|
|
|
|
|
|
|
|
|
|
12,047,429 |
|
|
|
11,153,531 |
|
|
|
34.96 |
% |
| Total Portfolio
Investments |
|
|
|
|
|
|
|
|
|
|
39,400,702 |
|
|
|
29,734,953 |
|
|
|
93.20 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Investments |
|
|
|
|
|
|
|
|
|
$ |
39,400,702 |
|
|
$ |
29,734,953 |
|
|
|
93.20 |
% |
The accompanying notes are
an integral part of these financial statements.
PRINCETON CAPITAL CORPORATION
SCHEDULE OF INVESTMENTS
as of December 31, 2023
(Continued)
The following tables show the fair value of our
portfolio of investments (excluding U.S. Treasury Bills) by geography and industry as of December 31, 2023.
| | |
December 31, 2023 | |
| Geography | |
Investments at
Fair Value | | |
Percentage of
Net Assets | |
| | |
| | |
| |
| United States | |
$ | 29,734,953 | | |
| 93.20 | % |
| Total | |
$ | 29,734,953 | | |
| 93.20 | % |
| | |
December 31, 2023 | |
| Industry | |
Investments at
Fair Value | | |
Percentage of
Net Assets | |
| | |
| | |
| |
| Casual Dining | |
$ | 12,128,041 | | |
| 38.02 | % |
| Nickel Pipe, Fittings and Flanges | |
| 11,153,531 | | |
| 34.96 | |
| Staffing | |
| 4,736,141 | | |
| 14.84 | |
| Energy Services | |
| 1,543,841 | | |
| 4.84 | |
| Medical Business Services | |
| 173,399 | | |
| 0.54 | |
| Total | |
$ | 29,734,953 | | |
| 93.20 | % |
The accompanying notes are
an integral part of these financial statements.
PRINCETON
CAPITAL CORPORATION
SCHEDULE OF INVESTMENTS
as of December 31, 2022
| Investments | | Headquarters / Industry | | Acquisition
Date | | Principal
Amount/
Shares/
% Ownership | | | Amortized
Cost | | | Fair
Value (1) | | | % of Net
Assets | |
| Portfolio Investments (6) | | | | | | | | | | | | | | | | |
| Control investments | | | | | | | | | | | | | | | | |
| Advantis Certified Staffing Solutions, Inc. | | Houston, TX | | | | | | | | | | | | | | |
| Second Lien Loan, 12.0% Cash, due 11/30/2021(2) (5) (7) | | Staffing | | 3/13/2015 | | $ | 4,500,000 | | | $ | 4,500,000 | | | $ | 3,656,647 | | | | 11.40 | % |
| Unsecured loan 6.33%, due 12/31/2023 (7) | | | | 10/01/2019 | | $ | 1,381,586 | | | | 1,381,586 | | | | - | | | | - | % |
| Common Stock – Series A (5) (7) | | | | 7/02/2017 | | | 225,000 | | | | 10,150 | | | | - | | | | - | % |
| Common Stock – Series B (5) (7) | | | | 7/02/2017 | | | 9,500,000 | | | | 428,571 | | | | - | | | | - | % |
| Warrant for 250,000 Shares of Series A Common Stock, exercise price $0.01 per share, expires 1/1/2027 (5) (7) | | | | 7/02/2017 | | | 1 | | | | 11,278 | | | | - | | | | - | % |
| Warrant for 700,000 Shares of Series A Common Stock, exercise price $0.01 per share, expires 1/1/2027 (5) (7) | | | | 12/31/2016 | | | 1 | | | | - | | | | - | | | | - | % |
| Total | | | | | | | | | | | 6,331,585 | | | | 3,656,647 | | | | 11.40 | % |
| Dominion Medical Management, Inc. | | Milwaukee, WI | | | | | | | | | | | | | | | | | | |
| First Lien Loan, 12.0% Cash, 6% PIK due, 3/31/2020 (2) (3) (5) (7) | | Medical Business Services | | 3/22/2018 | | $ | 1,516,144 | | | | 1,516,144 | | | | 184,999 | | | | 0.58 | % |
| Integrated Medical Partners, LLC | | | | | | | | | | | | | | | | | | | | |
| Preferred Membership, Class A units (5) (7) | | | | 3/13/2015 | | | 800 | | | | 4,196,937 | | | | - | | | | - | % |
| Preferred Membership, Class B units (5) (7) | | | | 3/13/2015 | | | 760 | | | | 29,586 | | | | - | | | | - | % |
| Common Units (5) (7) | | | | 3/13/2015 | | | 14,082 | | | | - | | | | - | | | | - | % |
| Total | | | | | | | | | | | 5,742,667 | | | | 184,999 | | | | 0.58 | % |
| PCC SBH Sub, Inc. | | Karnes City, TX | | | | | | | | | | | | | | | | | | |
| Common stock (5) (7) | | Energy Services | | 2/06/2017 | | | 100 | | | | 2,525,481 | | | | 1,698,329 | | | | 5.29 | % |
| Rockfish Seafood Grill, Inc. | | Richardson, TX | | | | | | | | | | | | | | | | | | |
| First Lien Loan, 8% Cash, 6.0% PIK, due 3/31/2018 (3) (7) | | Casual Dining | | 3/13/2015 | | $ | 6,352,944 | | | | 6,352,944 | | | | 10,708,968 | | | | 33.38 | % |
| Revolving Loan, 8% Cash, due 12/31/2023(7) | | | | 6/29/2015 | | $ | 2,251,000 | | | | 2,251,000 | | | | 2,251,000 | | | | 7.01 | % |
| Rockfish Holdings, LLC | | | | | | | | | | | | | | | | | | | | |
| Warrant for Membership Interest, exercise price $0.001 per 1% membership interest, expires 7/28/2028 (5) (7) | | | | 3/13/2015 | | | 10.0 | % | | | 414,960 | | | | - | | | | - | % |
| Membership Interest – Class A (5) (7) | | | | 3/13/2015 | | | 99.997 | % | | | 3,734,636 | | | | - | | | | - | % |
| Total | | | | | | | | | | | 12,753,540 | | | | 12,959,968 | | | | 40.39 | % |
| Total control investments | | | | | | | | | | | 27,353,273 | | | | 18,499,943 | | | | 57.66 | % |
| | | | | | | | | | | | | | | | | | | | | |
| Non-control/non-affiliate investments | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Performance Alloys, LLC | | Houston, TX | | | | | | | | | | | | | | | | | | |
| Second Lien Loan, 10% Cash, due 12/31/2023 (7) | | Nickel Pipe, Fittings & Flanges | | 7/01/2016 | | $ | 6,750,000 | | | | 6,750,000 | | | | 7,320,000 | | | | 22.82 | % |
| Membership Interest – Class B (5) (7) | | | | 7/01/2016 | | | 25.97 | % | | | 5,131,090 | | | | 4,742,945 | | | | 14.78 | % |
| Total | | | | | | | | | | | 11,881,090 | | | | 12,062,945 | | | | 37.60 | % |
The accompanying notes are
an integral part of these financial statements.
PRINCETON CAPITAL CORPORATION
SCHEDULE OF INVESTMENTS
as of December 31, 2022
(Continued)
| Investments | | Headquarters / Industry | | Acquisition
Date | | Principal
Amount/
Shares/
% Ownership | | | Amortized
Cost | | | Fair
Value (1) | | | % of
Net Assets | |
| Non-control/non-affiliate investments (continued) | | | | | | | | | | | | | | | | |
| Rampart Detection Systems, Ltd. | | British Columbia, Canada | | | | | | | | | | | | | | |
| Common Stock Shares (4) (5) | | Security | | 3/13/2015 | | | 600,000 | | | | 1,200 | | | | 1,200 | | | | - | % |
| Total non-control/non-affiliate investments | | | | | | | | | | | 11,882,290 | | | | 12,064,145 | | | | 37.60 | % |
| Total Portfolio Investments | | | | | | | | | | | 39,235,563 | | | | 30,564,088 | | | | 95.26 | % |
| | | | | | | | | | | | | | | | | | | | | |
| Total Investments | | | | | | | | | | $ | 39,235,563 | | | $ | 30,564,088 | | | | 95.26 | % |
| (1) | See Note 5 of the Notes to Financial Statements for a discussion of the methodologies used to value securities in the portfolio. |
| (2) | Investment is on non-accrual status. |
| (3) | Represents a security with a payment-in-kind component (“PIK”). At the option of the issuer, interest can be paid in cash or cash and PIK. The percentage of PIK shown is the maximum PIK that can be elected by the portfolio company. |
| (7) | Represents an investment valued using significant
unobservable inputs. |
The accompanying notes are
an integral part of these financial statements.
PRINCETON CAPITAL CORPORATION
SCHEDULE OF INVESTMENTS
as of December 31, 2022
(Continued)
The following tables show the fair value of our
portfolio of investments (excluding U.S. Treasury Bills) by geography and industry as of December 31, 2022.
| | |
December 31, 2022 | |
| Geography | |
Investments at
Fair Value | | |
Percentage of
Net Assets | |
| | |
| | |
| |
| United States | |
$ | 30,562,888 | | |
| 95.26 | % |
| Canada | |
| 1,200 | | |
| 0.00 | |
| Total | |
$ | 30,564,088 | | |
| 95.26 | % |
| | |
December 31, 2022 | |
| Industry | |
Investments at
Fair Value | | |
Percentage of
Net Assets | |
| |
| | |
| |
| Casual Dining | |
$ | 12,959,968 | | |
| 40.39 | % |
| Nickel Pipe, Fittings and Flanges | |
| 12,062,945 | | |
| 37.60 | |
| Staffing | |
| 3,656,647 | | |
| 11.40 | |
| Energy Services | |
| 1,698,329 | | |
| 5.29 | |
| Medical Business Services | |
| 184,999 | | |
| 0.58 | |
| Security | |
| 1,200 | | |
| 0.00 | |
| Total | |
$ | 30,564,088 | | |
| 95.26 | % |
The
accompanying notes are an integral part of these financial statements.
PRINCETON
CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2023
(As Restated)
NOTE 1 – NATURE OF OPERATIONS AND DESCRIPTION OF RESTATEMENT
References herein to “we”, “us”
or “our” refer to Princeton Capital Corporation (the “Company” or “Princeton Capital”), unless the
context specifically requires otherwise.
Princeton Capital Corporation, a Maryland corporation,
was incorporated under the general laws of the State of Maryland on July 25, 2013. We are a non-diversified, closed-end investment company
that has filed an election to be regulated as a business development company (“BDC”), under the Investment Company Act of
1940, as amended (the “1940 Act”). A goal of a BDC is to annually qualify and elect to be treated as a regulated investment
company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company,
however, did not meet the requirements to qualify as a RIC for the 2023 tax year and will be taxed as a corporation under Subchapter
C of the Code and does not expect to meet the qualifications of a RIC until such time as certain strategic alternatives are achieved.
While we have sought to invest primarily in private small and lower middle-market companies in various industries through first lien
loans, second lien loans, unsecured loans, unitranche and mezzanine debt financing, often times with a corresponding equity investment,
we are now (with a strategic alternatives process underway and limited resources) investing only in current investments and otherwise
conserving cash. Our investment objective is to maximize the total return to our stockholders in the form of current income and capital
appreciation through debt and related equity investments.
Prior to March 13, 2015, Princeton Capital’s
predecessor operated under the name Regal One Corporation (“Regal One”). Regal One had been located in Scottsdale, Arizona,
and was a Florida corporation initially incorporated in 1959 as Electro-Mechanical Services Inc. Since inception, Regal One had been
involved in several industries. In 1998, Electro-Mechanical Services Inc. changed its name to Regal One Corporation.
On March 7, 2005, Regal One’s board of
directors determined it was in the shareholders’ best interest to change the focus of its operations to providing financial consulting
services through its network of advisors and professionals, and to be regulated as a BDC under the 1940 Act. On September 16, 2005, Regal
One filed a Form N54A (Notification of Election by Business Development Companies) with the Securities and Exchange Commission (“SEC”),
which transformed Regal One into a BDC in accordance with sections 55 through 65 of the 1940 Act. Regal One reported as an operating
BDC from March 31, 2006 until March 13, 2015 and since March 13, 2015 (following the Reincorporation described below) Princeton Capital
has reported as an operating BDC.
On December 27, 2017, the Board approved (specifically
in accordance with Rule 15a-4(b)(1)(ii) of the Investment Company Act) and authorized the Company to enter into an Interim Investment
Advisory Agreement between the Company and House Hanover, LLC, a Delaware limited liability company (“House Hanover”) (the
“Interim Investment Advisory Agreement”), in accordance with Rule 15a-4 of the Investment Company Act. The effective date
of the Interim Investment Advisory Agreement was January 1, 2018.
On April 5, 2018, the Board, including a majority
of the independent directors, conditionally approved the Investment Advisory Agreement between the Company and House Hanover (the “House
Hanover Investment Advisory Agreement”) subject to the approval of the Company’s stockholders at the 2018 Annual Meeting
of Stockholders. The House Hanover Investment Advisory Agreement replaced the Interim Investment Advisory Agreement. On May 30, 2018,
the Company’s stockholders approved the House Hanover Investment Advisory Agreement. The effective date of the House Hanover Investment
Advisory Agreement was May 31, 2018. The House Hanover Investment Advisory Agreement was last annually renewed by the Board and by a
majority of the members of the Board who are not parties to the House Hanover Investment Advisory Agreement or “interested persons”
(as such term is defined in the 1940 Act) of any such party, in accordance with the requirements of the 1940 Act and the House Hanover
Investment Advisory Agreement on May 15, 2023.
Since January 1, 2018, House Hanover has acted
as our investment advisor under the Interim Investment Advisory Agreement (from January 1, 2018 until May 31, 2018) and the House Hanover
Investment Advisory Agreement (since May 31, 2018).
PRINCETON CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2023
(As Restated)
On November 15, 2019, our Board announced that
the Company has initiated a strategic review process to identify, examine, and consider a range of strategic alternatives available to
the Company, including but not limited to, (i) selling the Company’s assets to a business development company or other potential
buyer, (ii) merging with another business development company, (iii) liquidating the Company’s assets in accordance with a plan
of liquidation, (iv) raising additional funds for the Company, or (v) otherwise entering into another business combination, with the
objective of maximizing stockholder value. As of December 31, 2023 and through the date of filing this Annual Report, the Company has
not entered into any strategic alternative and the strategic process remains ongoing.
Restatement of previously issued financial
statements
As further described below, the Company’s
audited financial statements for the year ended December 31, 2023 have been restated to reflect the correction of a material error in
Note 10 of Notes to Financial Statements.
Restatement
The need for the restatement arose out of
the determination that the Company inadvertently reported incorrect summarized financial information for Advantis in Advantis’
balance sheet and income statement in Note 10 of Notes to Financial Statements. With respect to the balance sheet, current assets erroneously
did not include an adjusting journal entry to write off a receivable that was deemed no longer collectible in the amount of $285,425
and current liabilities erroneously did not include adjusting journal entries that had a net increase to liabilities of $373,996, of
which $477,500 was an increase to liabilities related to the expected results of an ongoing litigation matter and ($103,504) was a net
decrease to liabilities from a write off of amounts no longer owed. With respect to the income statement, incorrect information was reported
with respect to net revenue, gross profit and net income. Net revenue and gross profit erroneously included intercompany transactions
in the amount of $1,952,381 that are eliminated for consolidated presentation. Net income erroneously included the same intercompany
transactions in the amount of $1,952,381 that are eliminated for consolidated presentation. The remaining difference included adjusting
journal entries for a net decrease to net income of ($659,421), of which $103,504 from operations was a net increase to net income and
($762,925), expected results of an ongoing litigation matter, was a net decrease to net income (collectively, the “Errors”).
The following table summarizes the effect
of the Errors on the Company’s Notes to Financial Statements for the year ended December 31, 2023:
Advantis Certified Staffing Solutions,
Inc.
| | |
As of
December 31,
2023
as Reported | | |
Adjustments | | |
As of
December 31,
2023
as Restated | |
| Balance Sheet | |
| | | |
| | | |
| | |
| Current Assets | |
$ | 4,307 | | |
$ | (286 | ) | |
$ | 4,021 | |
| Noncurrent Assets | |
| - | | |
| - | | |
| - | |
| Current Liabilities | |
| 12,906 | | |
| 374 | | |
| 13,280 | |
| Noncurrent Liabilities | |
| - | | |
| - | | |
| - | |
| | |
Year
Ended
December 31,
2023
as Reported | | |
Adjustments | | |
Year
Ended
December 31,
2023
as Restated | |
| Income Statement | |
| | | |
| | | |
| | |
| Net Revenue (Loss) | |
$ | 9,202 | | |
$ | (1,953 | ) | |
$ | 7,249 | |
| Gross Profit | |
| 3,608 | | |
| (1,953 | ) | |
| 1,655 | |
| Net Income (Loss) | |
| 3,126 | | |
| (2,612 | ) | |
| 514 | |
PRINCETON
CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2023
(As Restated)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been
prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In accordance
with Regulation S-X under the Securities Act of 1933 and Securities Exchange Act of 1934, the Company does not consolidate portfolio
company investments. The accounting records of the Company are maintained in U.S. dollars. As an investment company, as defined by the
1940 Act, the Company follows investment company accounting and reporting guidance of Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) Topic 946 – Financial Services - Investment Companies, which is U.S. GAAP.
Use of Estimates
The preparation of financial statements in conformity
with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of income and expenses during the reporting period. Changes in the economic
environment, financial markets, creditworthiness of our portfolio companies and any other parameters used in determining these estimates
could cause actual results to differ. It is likely that changes in these estimates will occur in the near term. The Company’s estimates
are inherently subjective in nature and actual results could differ materially from such estimates.
Portfolio Investment Classification
The Company classifies its investments in accordance
with the requirements of the 1940 Act. Under the 1940 Act, “Control Investments” are defined as investments in companies
in which the Company owns more than 25% of the voting securities or maintains greater than 50% of the board representation. Under the
1940 Act, “Affiliated Investments” are defined as those non-control investments in companies in which the Company owns between
5% and 25% of the voting securities. Under the 1940 Act, “Non-affiliated Investments” are defined as investments that are
neither Control Investments nor Affiliated Investments. As of December 31, 2023, the Company had control investments in Advantis Certified
Staffing Solutions, Inc., PCC SBH Sub, Inc., Rockfish Holdings, LLC, Rockfish Seafood Grill, Inc., Integrated Medical Partners, LLC and
Dominion Medical Management, Inc. as defined under the 1940 Act. As of December 31, 2022, the Company had control investments in Advantis
Certified Staffing Solutions, Inc., PCC SBH Sub, Inc., Rockfish Holdings, LLC, Rockfish Seafood Grill, Inc., Integrated Medical Partners,
LLC and Dominion Medical Management, Inc. as defined under the 1940 Act.
Investments are recognized when we assume an
obligation to acquire a financial instrument and assume the risks for gains or losses related to that instrument. Investments are derecognized
when we assume an obligation to sell a financial instrument and forgo the risks for gains and losses related to that instrument. Specifically,
we record all security transactions on a trade date basis. Investments in other non-security financial instruments, such as limited partnerships
or private companies, are recorded on the basis of subscription date or redemption date, as applicable. Amounts for investments recognized
or derecognized but not yet settled are reported as receivables for investments sold or payable for investments acquired, respectively,
in the Statements of Assets and Liabilities.
PRINCETON CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2023
(As Restated)
Valuation of Investments
In accordance with U.S. GAAP, fair value is defined
as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly
transaction between market participants at the measurement date.
In determining fair value, our board of directors
uses various valuation approaches. In accordance with U.S. GAAP, ASC 820 establishes a fair value hierarchy for inputs and is used in
measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most
observable inputs be used when available.
Observable inputs are those that market participants
would use in pricing the asset or liability based on market data obtained from sources independent of the board of directors. Unobservable
inputs reflect our board of director’s assumptions about the inputs market participants would use in pricing the asset or liability
developed based on the best information available in the circumstances.
With respect to investments for which market
quotations are not readily available, our board of directors undertakes a multi-step valuation process each quarter, as described below:
| ● | Our quarterly valuation process
begins with each portfolio company or investment being initially valued by an independent
valuation firm, except for those investments where market quotations are readily available. |
| ● | Preliminary valuation conclusions
are then documented and discussed with our senior management and our investment advisor. |
| ● | The valuation committee of our board
of directors then reviews these preliminary valuations and approves them for recommendation
to the board of directors. |
| ● | The board of directors then discusses
valuations and determines the fair value of each investment in our portfolio in good faith,
based on the input of our investment advisor, the independent valuation firm and the valuation
committee. |
U.S. GAAP establishes a framework for measuring
fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs to
valuation techniques used to measure fair value into three levels. The level in the fair value hierarchy within which the fair value
measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the
fair value hierarchy are as follows:
Level 1 — Valuations based on
unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation
adjustments and block discounts are not applied to Level 1 securities. Since valuations are based on quoted prices that are readily and
regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
Level 2 — Valuations based on
quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 — Valuations based on
inputs that are unobservable and significant to the overall fair value measurement.
The availability of valuation techniques and
observable inputs can vary from security to security and is affected by a wide variety of factors including, the type of security, whether
the security is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent
that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires
more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence
of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values
may be materially higher or lower than the values that would have been used had a ready market for the securities existed. Accordingly,
the degree of judgment exercised by the board of directors in determining fair value is greatest for securities categorized in Level
3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases,
for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined
based on the lowest level input that is significant to the fair value measurement. For the fair value measurements as of December 31,
2023, there were no changes in the valuation technique for the Company’s investments from the prior quarter.
PRINCETON CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2023
(As Restated)
Fair value is a market-based measure considered
from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not
readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset
or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including periods
of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This
condition could cause a security to be reclassified to a lower level within the fair value hierarchy.
Valuation Processes
The Company establishes valuation processes and
procedures to ensure that the valuation techniques for investments that are categorized within Level 3 of the fair value hierarchy are
fair, consistent, and verifiable. The Company’s board of directors designates a Valuation Committee (the “Committee”)
to oversee the entire valuation process of the Company’s Level 3 investments. The Committee is comprised of independent directors
and reports to the Company’s board of directors. The Committee is responsible for developing the Company’s written valuation
processes and procedures, conducting periodic reviews of the valuation policies, and evaluating the overall fairness and consistent application
of the valuation policies.
The Committee meets on a quarterly basis, or
more frequently as needed, to determine the valuations of the Company’s Level 3 investments. Valuations determined by the Committee
are required to be supported by market data, third-party pricing sources, industry accepted pricing models, counterparty prices, or other
methods that the Committee deems to be appropriate.
The Company will periodically test its valuations
of Level 3 investments through performing back testing of the sales of such investments by comparing the amounts realized against the
most recent fair values reported, and if necessary, uses the findings to recalibrate its valuation procedures. On a quarterly basis,
the Company engages the services of a nationally recognized third-party valuation firm to perform an independent valuation of the Company’s
Level 3 investments. This valuation firm provides a range of values for selected investments, which is presented to the Valuation
Committee to determine the value for each of the selected investments.
Investment Valuation
We expect that most of our portfolio investments
will take the form of securities that are not publicly traded. The fair value of loans, securities and other investments that are not
publicly traded may not be readily determinable, and we will value these investments at fair value as determined in good faith by our
board of directors, including reflecting significant events affecting the value of our investments. Most, if not all, of our investments
(other than cash and cash equivalents) will be classified as Level 3 under Financial Accounting Standards Board Accounting Standards
Codification “Fair Value Measurements and Disclosures”, or ASC 820. This means that our portfolio valuations will be based
on unobservable inputs and our own assumptions about how market participants would price the asset or liability in question. We expect
that inputs into the determination of fair value of our portfolio investments will require significant management judgment or estimation.
Even if observable market data are available, such information may be the result of consensus pricing information or broker quotes, which
include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus
pricing and/or quotes accompanied by disclaimers materially reduces the reliability of such information. We expect to retain the services
of one or more independent service providers to review the valuation of these loans and securities. The types of factors that the board
of directors may take into account in determining the fair value of our investments generally include, as appropriate, comparison to
publicly traded securities including such factors as yield, maturity and measures of credit quality, the enterprise value of a portfolio
company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and
discounted cash flow, the markets in which the portfolio company does business and other relevant factors. Because such valuations, and
particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time
and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a
ready market for these loans and securities existed. Our net asset value could be adversely affected if our determinations regarding
the fair value of our investments were materially higher than the values that we ultimately realize upon the disposal of such loans and
securities.
PRINCETON CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2023
(As Restated)
We will adjust the valuation of our portfolio
quarterly to reflect our board of directors’ determination of the fair value of each investment in our portfolio. Any changes in
fair value are recorded in our statement of operations as net change in unrealized gain or loss on investments.
Debt Securities
The Company’s portfolio consists primarily
of first lien loans, second lien loans, and unsecured loans. Investments for which market quotations are readily available (“Level
2 Loans”) are generally valued using market quotations, which are generally obtained from an independent pricing service or broker-dealers.
For other debt investments (“Level 3 Loans”), market quotations are not available and other techniques are used to determine
fair value. The Company considers its Level 3 Loans to be performing if the borrower is not in default, the borrower is remitting payments
in a timely manner, the loan is in covenant compliance or is otherwise not deemed to be impaired. In determining the fair value of the
performing Level 3 Loans, the Board considers fluctuations in current interest rates, the trends in yields of debt instruments with similar
credit ratings, financial condition of the borrower, economic conditions, success and prepayment fees, and other relevant factors, both
qualitative and quantitative. In the event that a Level 3 Loan instrument is not performing, as defined above, the Board may evaluate
the value of the collateral utilizing the same framework described above for a performing loan to determine the value of the Level 3
Loan instrument.
Equity Investments
Our equity investments, including common stock,
membership interests, and warrants, are generally valued using a market approach and income approach. The income approach utilizes primarily
the discount rate to value the investment whereas the primary inputs for the market approach are the earnings before interest, taxes,
depreciation and amortization (“EBITDA”) multiple and revenue multiples. The Black-Scholes Option Pricing Model, a valuation
technique that follows the income approach, is used to allocate the value of the equity to the investment. The pricing model takes into
account the contract terms (including maturity) as well as multiple inputs, including time value, implied volatility, equity prices,
risk free rates, and interest rates.
Valuation of Other Financial Instruments
The carrying amounts of the Company’s other,
non-investment, financial instruments, consisting of cash, receivables, accounts payable, and accrued expenses, approximate fair value
due to their short-term nature.
Cash, Cash Equivalents and Restricted Cash
The Company deposits its cash and restricted
cash in financial institutions and, at times, such balances may be in excess of the Federal Deposit Insurance Corporation insured limit;
however, management does not believe it is exposed to any significant credit risk. Cash equivalents are short-term, highly liquid investments
that are readily convertible to known amounts of cash and present insignificant risk of changes in value.
The following table provides a reconciliation
of cash and restricted cash reporting within the Statements of Assets and Liabilities that sum to the total of the same such amounts
shown in the Statements of Cash Flows:
| | |
December 31, | | |
December 31, | |
| | |
2023 | | |
2022 | |
| Cash and Cash Equivalents | |
$ | 1,937,768 | | |
$ | 1,525,723 | |
| Restricted Cash | |
| 41,891 | | |
| 40,823 | |
| Total Cash, Cash Equivalents and Restricted Cash | |
$ | 1,979,659 | | |
$ | 1,566,546 | |
As of December 31, 2023 and December 31, 2022,
restricted cash consisted of cash held for deposit with law firms that represents the Company in its litigation with Great Value Storage,
LLC.
PRINCETON CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2023
(As Restated)
U.S. Treasury Bills
At the end of each fiscal quarter, we may take
proactive steps to be in compliance with the RIC diversification requirements under Subchapter M of the Code, which are dependent upon
the composition of our total assets at quarter end. We may accomplish this in several ways, including purchasing U.S. Treasury Bills
and closing out positions after quarter-end. As of December 31, 2023 and December 31, 2022, the Company did not purchase any U.S. Treasury
Bills. The Company does not expect to meet the qualifications of a RIC nor anticipate buying U.S. Treasury Bills until such time as certain
strategic alternatives are achieved.
Revenue Recognition
Realized gains or losses on the sale of investments
are calculated using the specific identification method. The Company measures realized gains or losses by the difference between the
net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or
depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties.
Interest income, adjusted for amortization of
premium and accretion of discount, is recorded on an accrual basis. Origination, closing and/or commitment fees associated with senior
and subordinated secured loans are accreted into interest income over the respective terms of the applicable loans. Upon the prepayment
of a senior or subordinated secured loan, any prepayment penalties and unamortized loan origination, closing and commitment fees are
recorded as interest income. Generally, when a payment default occurs on a loan in the portfolio, or if the Company otherwise believes
that the borrower will not be able to make contractual interest payments, the Company may place the loan on non-accrual status and cease
recognizing interest income on the loan until all principal and interest is current through payment, or until a restructuring occurs,
and the interest income is deemed to be collectible. The Company may make exceptions to this policy if a loan has sufficient collateral
value, is in the process of collection or is viewed to be able to pay all amounts due if the loan were to be collected on through an
investment in or sale of the business, the sale of the assets of the business, or some portion or combination thereof.
Dividend income is recorded on the ex-dividend
date.
Structuring fees, excess deal deposits, prepayment
fees and similar fees are recognized as income as earned, usually when paid.
Other fee income from investment sources can
include loan fees, annual fees or monitoring fees from our portfolio investments and are included in other income from non-control/non-affiliate
investments and other income from non-investment sources. Income from such sources for the years ended December 31, 2023, 2022 and 2021
was $8,140, $17,996 and $24,060, respectively.
Other income from non-investment sources is generally
comprised of interest income earned on cash held in a bank account. For the year ended December 31, 2022, $24,000 of the other income
from non-investment sources resulted from the reversal of previously accrued administration fees.
Payment-in-Kind Interest (“PIK”)
We have investments in our portfolio that contain
a PIK interest provision. Any PIK interest is added to the principal balance of such investments and is recorded as income, if the portfolio
company valuation indicates that such PIK interest is collectible. For the years ended December 31, 2023, 2022 and 2021 PIK interest
was $166,339, $0 and $97,401, respectively. In order to qualify as a RIC, substantially all of this income must be paid out to stockholders
in the form of dividends, even if we have not collected any cash.
PRINCETON CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2023
(As Restated)
Net Change in Unrealized Gain or Loss
Net change in unrealized gain or loss will reflect
the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation
or depreciation, when gains or losses are realized.
Legal Fees
Legal fees invoiced to the Company for the years
ended December 31, 2023, 2022 and 2021, were incurred in the normal operating course of business and are included in legal fees on the
Statements of Operations.
The Company incurred legal fees related to the
lawsuit against Great Value Storage, LLC (“GVS”). The amounts invoiced to the Company, prior to the final judgment received
on March 4, 2021, for the years ended December 31, 2021 were $14,423. These amounts are recoverable per the loan agreements and are invoiced
to GVS and included in the account Due from portfolio companies on the Statements of Assets and Liabilities. The amount invoiced to the
Company after the final judgment received on March 4, 2021, for the years ended December 31, 2023, 2022 and 2021 was $4,631, $511,441
and $200,857, respectively. These amounts are for fees incurred to recover our judgment and were expensed to legal fees on the Statements
of Operations.
Federal and State Income Taxes
The Company was taxed as a regular corporation
(a “C corporation”) under subchapter C of the Internal Revenue Code of 1986, as amended (the “Code”), for its
2022 and 2021 taxable years. The Company uses the liability method of accounting for income taxes. Deferred tax assets and liabilities
are recorded for tax loss carryforwards and temporary differences between the tax basis of assets and liabilities and their reported
amounts in the financial statements, using statutory tax rates in effect for the year in which the temporary differences are expected
to reverse. A valuation allowance is provided against deferred tax assets when it is more likely than not that some portion or all of
the deferred tax assets will not be realized.
The Company did not meet the qualifications of
a RIC for the 2022 and 2021 tax years and was taxed as a corporation under the Code. The failure to qualify as a RIC did not impact the
2022 or 2021 tax years as the Company incurred tax losses. As a result of the losses incurred for the years ended December 31, 2022 and
2021, the Company intends to carry forward the net operating losses to future periods in which the Company generates taxable income to
reduce its tax liability.
The Company did not meet the qualifications of
a RIC for the 2023 tax year and will be taxed as a corporation under the Code. It may not be in the best interests of the Company’s
stockholders to elect to be taxed as a RIC at the present time due to the net operating losses and capital loss carryforwards the Company
currently has. Further, we do not expect to meet the qualifications of a RIC until such time as certain strategic alternatives are achieved.
Management will make a determination that is in the best interests of the Company and its stockholders.
In order to qualify as a RIC, among other things,
the Company is required to distribute to its stockholders on a timely basis at least 90% of investment company taxable income, as defined
by the Code, for each year. So long as the Company achieves its status as a RIC, it generally will not pay corporate-level U.S. federal
and state income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends.
Rather, any tax liability related to income earned by the Company will represent obligations of the Company’s investors and will
not be reflected in the financial statements of the Company. While the Company does not expect to meet the qualifications of a RIC until
such time as certain strategic alternatives are achieved, it can still declare a dividend even though it is not required to do so.
PRINCETON CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2023
(As Restated)
The Company evaluates tax positions taken or
expected to be taken while preparing its financial statements to determine whether the tax positions are “more-likely-than-not”
of being sustained by the applicable tax authority. The Company recognizes the tax benefits of uncertain tax positions only where the
position has met the “more-likely-than-not” threshold. The Company classifies penalties and interest associated with income
taxes, if any, as income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based
on factors including, but not limited to, ongoing analyses of tax laws, regulations and interpretations thereof.
Dividends and Distributions
Dividends and distributions to common stockholders
are recorded on the ex-dividend date. The amount, if any, to be paid as a dividend is approved by our board of directors each quarter
and is generally based upon our management’s estimate of our earnings for the quarter.
Dividends and distributions to common stockholders
are recorded on the ex-dividend date. The amount, if any, to be paid as a dividend is approved by our board of directors each quarter
and is generally based upon our management’s estimate of our earnings for the quarter.
For the year ended December 31, 2022, the Company
declared and paid a cash dividend of $0.075 per share of common stock on or about December 1, 2022 to stockholders of record as of the
close of business on November 21, 2022.
For the years ended December 31, 2023 and 2021,
no dividends were declared or distributed to stockholders.
Per Share Information
Basic and diluted earnings (loss) per common
share is calculated using the weighted average number of common shares outstanding for the period presented.
Basic earnings (loss) per share is computed by
dividing earnings (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss)
per share is computed by dividing earnings (loss) per share by the weighted average number of shares outstanding, plus, any potentially
dilutive shares outstanding during the period. For the years ended December 31, 2023, 2022 and 2021, basic and diluted earnings (loss)
per share were the same, since there were no potentially dilutive securities outstanding.
Capital Accounts
Certain capital accounts including undistributed
net investment income, accumulated net realized gain or loss, accumulated net unrealized gain or loss, and paid-in capital in excess
of par, are adjusted, at least annually, for permanent differences between book and tax. In addition, the character of income and gains
to be distributed is determined in accordance with income tax regulations that may differ from U.S. GAAP.
Recent Accounting Pronouncements
In March 2022, the FASB issued ASU 2022-02, “Financial
Instruments - Credit Losses (Topic 326)”, which is intended to address issues identified during the post-implementation review
of ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”.
The amendment, among other things, eliminates the accounting guidance for troubled debt restructurings by creditors in Subtopic 310-40,
“Receivables - Troubled Debt Restructurings by Creditors”, while enhancing disclosure requirements for certain loan refinancings
and restructurings by creditors when a borrower is experiencing financial difficulty. The new guidance is effective for interim and annual
periods beginning after December 15, 2022. The Company has evaluated and will continue to evaluate the impact of the adoption of ASU
2022-02 on its financial statements and disclosures. Presently, the adoption of ASU 2022-02 has no impact on the Company’s financial
statements and disclosures.
In June 2022, the FASB issued Accounting Standards
Update No. 2022-03, or ASU, 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual
Sale Restrictions, or ASU 2022-03, which changed the fair value measurement disclosure requirements of ASC Topic 820, Fair Value Measurements
and Disclosures, or ASC 820. The amendments clarify that a contractual restriction on the sale of an equity security is not considered
part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify
that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The new guidance is effective
for fiscal years beginning after December 15, 2023, including interim periods therein. Early application is permitted. The Company has
evaluated and will continue to evaluate the impact the adoption of this new accounting standard will have on its financial statements,
but the impact of the adoption is not expected to be material. Presently, the adoption of this new accounting standard has no impact
on the Company’s financial statements.
PRINCETON CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2023
(As Restated)
NOTE 3 – CONCENTRATION OF CREDIT RISK
In the normal course of business, the Company
maintains its cash balances in financial institutions, which at times may exceed federally insured limits. The Company is subject to
credit risk to the extent any financial institution with which it conducts business is unable to fulfill contractual obligations on its
behalf. Management monitors the financial condition of such financial institutions and does not anticipate any losses from these counterparties.
NOTE 4 – NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS PER COMMON SHARE
The following information sets forth the computation
of basic and diluted net increase (decrease) in net assets resulting from operations per common share for the years ended December 31,
2023, 2022, and 2021.
| |
|
For the Year Ended December 31, |
|
| Per Share Data (1): |
|
2023 |
|
|
2022 |
|
|
2021 |
|
| |
|
|
|
|
|
|
|
|
|
| Net increase (decrease) in net assets resulting from
operations |
|
$ |
(178,900 |
) |
|
$ |
6,646,925 |
|
|
$ |
11,993,452 |
|
| Weighted average shares outstanding for year |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
|
120,486,061 |
|
|
|
120,486,061 |
|
|
|
120,486,061 |
|
| Diluted |
|
|
120,486,061 |
|
|
|
120,486,061 |
|
|
|
120,486,061 |
|
| Basic and diluted net increase (decrease) in net assets resulting
from operations per common share |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
$ |
(0.001 |
) |
|
$ |
0.055 |
|
|
$ |
0.100 |
|
| Diluted |
|
$ |
(0.001 |
) |
|
$ |
0.055 |
|
|
$ |
0.100 |
|
NOTE 5 – FAIR VALUE OF INVESTMENTS
The Company’s assets recorded at fair value
have been categorized based upon a fair value hierarchy in accordance with ASC Topic 820 – Fair Value Measurements and Disclosures
(“ASC 820”). See Note 2 for a discussion of the Company’s policies.
The following tables presents information about
the Company’s assets measured at fair value as of December 31, 2023 and 2022:
| | |
As of December 31, 2023 | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| Portfolio Investments | |
| | |
| | |
| | |
| |
| First Lien Loans | |
$ | - | | |
$ | - | | |
$ | 12,301,440 | | |
$ | 12,301,440 | |
| Second Lien Loans | |
| - | | |
| - | | |
| 11,652,480 | | |
| 11,652,480 | |
| Equity | |
| - | | |
| - | | |
| 5,781,033 | | |
| 5,781,033 | |
| Total Portfolio Investments | |
| - | | |
| - | | |
| 29,734,953 | | |
| 29,734,953 | |
| Total Investments | |
$ | - | | |
$ | - | | |
$ | 29,734,953 | | |
$ | 29,734,953 | |
| | |
As of December 31, 2022 | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| Portfolio Investments | |
| | | |
| | | |
| | | |
| | |
| First Lien Loans | |
$ | - | | |
$ | - | | |
$ | 13,144,967 | | |
$ | 13,144,967 | |
| Second Lien Loans | |
| - | | |
| - | | |
| 10,976,647 | | |
| 10,976,647 | |
| Equity | |
| - | | |
| - | | |
| 6,442,474 | | |
| 6,442,474 | |
| Total Portfolio Investments | |
| - | | |
| - | | |
| 30,564,088 | | |
| 30,564,088 | |
| Total Investments | |
$ | - | | |
$ | - | | |
$ | 30,564,088 | | |
$ | 30,564,088 | |
PRINCETON CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2023
(As Restated)
During the years ended December 31, 2023 and
2022, there were no transfers between Level 1, Level 2 or Level 3. During the year ended December 31, 2022, the Company’s investment
in Dominion Medical Management, Inc. changed from a second lien loan to a first lien loan.
The following table presents additional information
about Level 3 assets measured at fair value. Both observable and unobservable inputs may be used to determine the fair value of positions
that the Company has classified within the Level 3 category. As a result, the unrealized gains and losses for assets within the Level
3 category may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable
(e.g., changes in unobservable long-dated volatilities) inputs.
Changes in Level 3 assets measured at fair value for the year ended
December 31, 2023 are as follows:
| |
|
First Lien
Loans |
|
|
Second Lien
Loans |
|
|
Unsecured
Loans |
|
|
Equity |
|
|
Total |
|
| Fair value at beginning of year |
|
$ |
13,144,967 |
|
|
$ |
10,976,647 |
|
|
$ |
- |
|
|
$ |
6,442,474 |
|
|
$ |
30,564,088 |
|
| Sales or repayment of investments |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Payment-in-kind interest |
|
|
- |
|
|
|
166,339 |
|
|
|
- |
|
|
|
- |
|
|
|
166,339 |
|
| Realized loss on investments |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,200 |
) |
|
|
(1,200 |
) |
| Change in unrealized gain (loss) on investments |
|
|
(843,527 |
) |
|
|
509,494 |
|
|
|
- |
|
|
|
(660,241 |
) |
|
|
(994,274 |
) |
| Transfers in/out |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Fair value at end of year |
|
$ |
12,301,440 |
|
|
$ |
11,652,480 |
|
|
$ |
- |
|
|
$ |
5,781,033 |
|
|
$ |
29,734,953 |
|
| Change in unrealized gain (loss)
on Level 3 investments still held as of December 31, 2023 |
|
$ |
(843,527 |
) |
|
$ |
509,494 |
|
|
$ |
- |
|
|
$ |
(660,241 |
) |
|
$ |
(994,274 |
) |
Changes in Level 3 assets measured at fair value for the year ended
December 31, 2022 are as follows:
| |
|
First Lien
Loans |
|
|
Second Lien
Loans |
|
|
Unsecured
Loans |
|
|
Equity |
|
|
Total |
|
| Fair value at beginning of year |
|
$ |
19,400,200 |
|
|
$ |
11,435,134 |
|
|
$ |
- |
|
|
$ |
3,471,758 |
|
|
$ |
34,307,092 |
|
| Purchases of investments |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Sales or repayment of investments |
|
|
(11,168,883 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(11,168,883 |
) |
| Payment-in-kind interest |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Realized gain on investments |
|
|
4,368,297 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
4,368,297 |
|
| Change in unrealized gain (loss) on investments |
|
|
387,194 |
|
|
|
(300,328 |
) |
|
|
- |
|
|
|
2,970,716 |
|
|
|
3,057,582 |
|
| Transfer due to restructuring |
|
|
158,159 |
|
|
|
(158,159 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Fair value at end of year |
|
$ |
13,144,967 |
|
|
$ |
10,976,647 |
|
|
$ |
- |
|
|
$ |
6,442,474 |
|
|
$ |
30,564,088 |
|
| Change in unrealized gain (loss)
on Level 3 investments still held as of December 31, 2022 |
|
$ |
(1,400,513 |
) |
|
$ |
(458,487 |
) |
|
$ |
- |
|
|
$ |
2,970,716 |
|
|
$ |
1,111,716 |
|
PRINCETON CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2023
(As Restated)
The following table provides quantitative information
regarding Level 3 fair value measurements as of December 31, 2023:
| Description | | Fair Value | | | Valuation Technique (1) | | Unobservable
Inputs | | Range (Average (2)) |
| First Lien Loans | | $ | 12,128,041 | | | Enterprise Value Coverage | | EV / Store level EBITDAR | | 5.25x-5.75x (5.50x) |
| | | | | | | | | Location Value | | $1,425,000-$1,625,000 (1,525,000) |
| Total | | | 12,128,041 | | | | | | | |
| | | | | | | | | | | |
| Second Lien Loans | | | 11,652,480 | | | Enterprise Value Coverage | | EV / Run Rate Revenue | | 0.37x-0.42x (0.39x) |
| | | | | | | | | EV / PF EBITDA | | 5.50x-6.50x (6.00x) |
| Total | | | 11,652,480 | | | | | | | |
| | | | | | | | | | | |
| Unsecured Loans | | | - | | | Enterprise Value Coverage | | EV / Run Rate Revenue | | 0.37x-0.42x (0.39x) |
| Total | | | - | | | | | | | |
| | | | | | | | | | | |
| Equity | | | 4,237,192 | | | Enterprise Value Coverage | | EV / Run Rate Revenue | | 0.37x-0.42x (0.39x) |
| | | | | | | | | EV / PF EBITDA | | 5.50x-6.50x (6.00x) |
| | | | | | | | | EV / Store level EBITDAR | | 5.25x-5.75x (5.50x) |
| | | | | | | | | Location Value | | $1,425,000-$1,625,000 ($1,525,000) |
| | | | | | | | | Cost Approach | | $1,413,000-$1,727,000 (1,570,000) |
| | | | 1,543,841 | | | Appraisal Value Coverage | | Sales Comparison Approach | | $1,440,000-$1,760,000 ($1,600,000) |
| Total | | | 5,781,033 | | | | | | | |
| Total Level 3 Investments | | $ | 29,561,554 | | | | | | | |
| (1) | There were no changes in the valuation technique
for the Company’s investments from the prior quarter. |
| (2) | The average represents the arithmetic average
of the unobservable inputs and is not weighted by the relative fair value. |
Level 3 investment, valued at $173,399, was an
investment in a portfolio company that ceased operations in the 2nd quarter of 2022. This value consisted of an estimate of remaining
cash available to distribute to priority lienholders. As a result, there were no unobservable inputs that have been internally developed
by the Company in determining the fair values of these investments as of December 31, 2023.
PRINCETON CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2023
(As Restated)
The following table provides quantitative information
regarding Level 3 fair value measurements as of December 31, 2022:
| Description | | Fair Value | | | Valuation Technique (1) | | Unobservable
Inputs | | Range (Average (2)) |
| First Lien Loans | | $ | 12,959,968 | | | Enterprise Value Coverage | | EV / Store level EBITDAR | | 5.00x-5.50x (5.25x) |
| | | | | | | | | Location Value | | $1,450,000-$1,650,000 ($1,550,000) |
| Total | | | 12,959,968 | | | | | | | |
| | | | | | | | | | | |
| Second Lien Loans | | | 10,976,647 | | | Enterprise Value Coverage | | EV / LTM Revenue | | 0.39x-0.44x (0.42x) |
| | | | | | | | | EV / PF EBITDA | | 5.50x-6.50x (6.00x) |
| Total | | | 10,976,647 | | | | | | | |
| | | | | | | | | | | |
| Unsecured Loans | | | - | | | Enterprise Value Coverage | | EV / LTM Revenue | | 0.39x-0.44x (0.42x) |
| Total | | | - | | | | | | | |
| | | | | | | | | | | |
| Equity | | | 4,742,945 | | | Enterprise Value Coverage | | EV / LTM Revenue | | 0.39x-0.44x (0.42x) |
| | | | | | | | | EV / PF EBITDA | | 5.50x-6.50x (6.00x) |
| | | | | | | | | EV / Store level EBITDAR | | 5.00x-5.50x (5.25x) |
| | | | | | | | | Location Value | | $1,450,000-$1,650,000 ($1,550,000) |
| | | | 1,698,329 | | | Appraisal Value Coverage | | Cost Approach | | $1,449,000-$1,771,000 ($1,610,000) |
| | | | | | | | | Sales Comparison Approach | | $1,431,000-$1,749,000 ($1,590,000) |
| Total | | | 6,441,274 | | | | | | | |
| Total Level 3 Investments | | $ | 30,377,889 | | | | | | | |
One of the Company’s remaining Level 3
investments, valued at $1,200, has been valued using unadjusted third party transactions. The other remaining Level 3 investment,
valued at $184,999, was an investment in a portfolio company that ceased operations in the 2nd quarter of 2022. This value consisted
of an estimate of remaining cash available to distribute to priority lienholders. As a result, there were no unobservable inputs that
have been internally developed by the Company in determining the fair values of these investments as of December 31, 2022.
As of December 31, 2023 and 2022, the Company
used a market approach to value certain equity investments as the Company felt this approach better reflected the fair value of these
investments.
The Company considers all relevant information
that can reasonably be obtained when determining the fair value of Level 3 investments. Due to any given portfolio company’s information
rights, changes in capital structure, recent events, transactions, or liquidity events, the type and availability of unobservable inputs
may change. Increases (decreases) in revenue multiples, earnings before interest and taxes (“EBIT”) multiples, time to expiration,
and stock price/strike price would result in higher (lower) fair values all else equal. Decreases (increases) in discount rates, volatility,
and annual risk rates, would result in higher (lower) fair values all else equal. The market approach utilizes market value (revenue
and EBIT) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The Company
carefully considers numerous factors when selecting the appropriate companies whose multiples are used to value its portfolio companies.
These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors,
as well as size, profitability and growth expectations. In general, precedent transactions include recent rounds of financing, recent
purchases made by the Company, and tender offers. Refer to “Note 2—Significant Accounting Policies” for more detail.
PRINCETON CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2023
(As Restated)
The primary significant unobservable input used
in the fair value measurement of the Company’s debt securities (first lien loans, second lien loans and unsecured loans), when
using an income approach, is the discount rate. Significant increases (decreases) in the discount rate in isolation would result in a
significantly lower (higher) fair value measurement. In determining the discount rate, for the income (discounted cash flow) or yield
approach, the Company considers current market yields and multiples, portfolio company performance, leverage levels and credit quality,
among other factors in its analysis. Changes in one or more of these factors can have a similar directional change on other factors in
determining the appropriate discount rate to use in the income approach.
The primary significant unobservable inputs used
in the fair value measurement of the Company’s equity investments, when using a market approach, are the EBITDA multiple and revenue
multiple, which is used to determine the Enterprise Value. Significant increases (decreases) in the Enterprise Value in isolation would
result in a significantly higher (lower) fair value measurement. To determine the Enterprise Value for the market approach, the Company
considers current market trading and/or transaction multiples, portfolio company performance (financial ratios) relative to public and
private peer companies and leverage levels, among other factors. Changes in one or more of these factors can have a similar directional
change on other factors in determining the appropriate multiple to use in the market approach.
The primary unobservable inputs used in the fair
value measurement of the Company’s equity investments, when using an option pricing model to allocate the equity value to the investment,
are the discount rate for lack of marketability and volatility. Significant increases (decreases) in the discount rate in isolation would
result in a significantly lower (higher) fair value measurement. Significant increases (decreases) in the volatility in isolation would
result in a significantly higher (lower) fair value measurement. Changes in one or more factors can have a similar directional change
on other factors in determining the appropriate discount rate or volatility to use in the valuation of equity using an option pricing
model.
NOTE 6 – INCOME TAX
The Company is currently taxable as a C corporation
and subject to federal and state corporate income taxes. The Company recorded a provision as follows:
| | |
2023 | | |
2022 | | |
2021 | |
| Current expense | |
$ | 64,993 | | |
$ | - | | |
$ | - | |
| Deferred expense | |
| - | | |
| - | | |
| - | |
| Total expense | |
$ | 64,993 | | |
$ | - | | |
$ | - | |
The components of deferred tax assets and liabilities
at December 31, 2023, 2022 and 2021 were as follows:
| Deferred tax assets: | |
2023 | | |
2022 | | |
2021 | |
| Net operating loss carryforward | |
$ | 641,502 | | |
$ | 1,207,956 | | |
$ | 929,161 | |
| Net capital loss carryforwards | |
| 651,514 | | |
| 651,262 | | |
| 1,568,604 | |
| Other | |
| 3,476 | | |
| 3,475 | | |
| 181,375 | |
| Basis differences in investments | |
| 730,130 | | |
| 117,820 | | |
| 716,075 | |
| Total gross deferred tax assets | |
| 2,026,622 | | |
| 1,980,513 | | |
| 3,395,215 | |
| Less: Valuation allowance | |
| (2,026,622 | ) | |
| (1,980,513 | ) | |
| (3,395,215 | ) |
| Net deferred tax assets | |
$ | - | | |
$ | - | | |
$ | - | |
PRINCETON
CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2023
(As
Restated)
As
of December 31, 2023 and 2022, the total amount of federal net operating loss carryforwards was approximately $3,054,772 and $5,752,173,
respectively. The remaining federal net operating loss carryforwards in the amount of $741,630 that will expire in 2037 will be utilized
on the 2023 income tax return. The federal net operating loss carryforwards in the amount of $3,054,772 will not expire, but can only
be used to offset 80% of taxable income. As of December 31, 2023 and 2022, the total amount of federal capital loss carryforwards was
approximately $3,102,446 and $3,101,246, respectively. The federal capital loss carryforwards in the amount of $3,101,246 and $1,200
will expire in 2025 and 2028, respectively.
The
recognition of a valuation allowance for deferred taxes requires management to make estimates and judgments about the Company’s
future profitability which are inherently uncertain. Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred tax assets will not be realized. Management believes
that the likelihood of realizing the benefits of these deductible differences at December 31, 2023, does not meet the “more likely
than not threshold” as defined in ASC 740 – Income Taxes and thus management has recorded a full valuation allowance.
For
federal and state purposes, a portion of the Company’s net operating loss carryforwards and basis differences may be subject to
limitations on annual utilization in case of a change in ownership, as defined by federal and state law. The amount of such limitations,
if any, has not been determined. Accordingly, the amount of such tax attributes available to offset future profits may be significantly
less than the actual amounts of the tax attributes.
The
difference between the tax provision (benefit) at the statutory federal income tax rate and the tax provision (benefit) was as follows:
| | |
2023 | | |
2022 | | |
2021 | |
| Federal statutory tax rate | |
| 21.00 | % | |
| 21.00 | % | |
| 21.00 | % |
| Federal payable true up | |
| - | | |
| - | | |
| - | |
| State tax, net of federal benefit | |
| (7.25 | ) | |
| - | | |
| - | |
| Permanent items | |
| - | | |
| - | | |
| - | |
| Capital loss carryforward expiration | |
| - | | |
| - | | |
| 9.11 | |
| Deferred true-up | |
| (30.33 | ) | |
| 0.29 | | |
| - | |
| Rate change | |
| - | | |
| - | | |
| - | |
| Increase (decrease) in valuation allowance | |
| (40.48 | ) | |
| (21.29 | ) | |
| (30.11 | ) |
| Other | |
| - | | |
| - | | |
| - | |
| Effective tax rate | |
| (57.06 | )% | |
| - | % | |
| - | % |
The
Company did not meet the qualifications of a RIC for the 2023 tax year and will be taxed as a corporation under Subchapter C of the Code.
It may not be in the best interests of the Company’s stockholders to elect to be taxed as a RIC at the present time due to the
net operating losses and capital loss carryforwards the Company currently has. Management will make a determination that is in the best
interests of the Company and its stockholders. As a RIC, the Company generally will not pay corporate-level U.S. federal income taxes
on any net ordinary income or capital gains that the Company distributes to its stockholders as dividends and claims dividends paid deductions
to compute taxable income. A RIC will not be eligible to utilize net operating losses. However, the net operating losses may become available
should the Company disqualify as a RIC and become a C corporation in the future. In the event that the Company qualifies as a RIC, the
Company itself will no longer be required to recognize deferred tax assets or liabilities.
In
addition to meeting other requirements, the Company must generally distribute at least 90% of its investment company taxable income to
qualify for the special treatment accorded to a RIC and, if the Company qualifies, to maintain its RIC status. As part of maintaining
RIC status, undistributed taxable income (subject to a 4% excise tax) pertaining to a given fiscal year may be distributed up to 12 months
subsequent to the end of that fiscal year, provided such dividends are declared prior to the later of (1) the fifteenth day of the ninth
month following the close of that fiscal year or (2) the extended due date for filing the federal income tax return for that fiscal year.
PRINCETON
CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2023
(As
Restated)
The Company did not have any unrecognized tax
benefits as of the period presented herein. The Company identified its major tax jurisdiction as U.S. federal. For the years ended December
31, 2022 and 2021, no income tax expenses or related liabilities for uncertain tax positions were recognized for the Company’s
open tax years from inception through 2022. The Company is not aware of any tax positions for which it is reasonably possible that the
total amount of unrecognized tax benefits will change significantly in the next 12 months. The Company files tax returns as prescribed
by the tax laws of the jurisdictions in which it operates. In general, the federal and state income tax returns remain open to examination
by taxing authorities for tax years beginning in 2019 to present.
On
August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. This legislation includes significant changes
relating to tax, climate change, energy and health care. Among other provisions, the IRA introduces a book minimum tax assessed on financial
statement income of certain large corporations and an excise tax on share repurchases. The Company does not anticipate these provisions
will have a material impact on our results of operations or financial position, when effective.
NOTE
7 – RELATED PARTY TRANSACTIONS
House
Hanover Investment Advisory Agreement
House
Hanover has served as the Company’s investment advisor since January 1, 2018 pursuant to the Interim Investment Advisory Agreement
(until May 31, 2018) and the House Hanover Investment Advisory Agreement (since May 31, 2018). House Hanover is registered as an investment
advisor under the 1940 Act.
Advisory
Services
House
Hanover is registered as an investment adviser under the 1940 Act and serves as the Company’s investment advisor pursuant to the
House Hanover Investment Advisory Agreement in accordance with the 1940 Act. House Hanover is owned by and an affiliate of Mr. Mark DiSalvo,
the Company’s Interim President, Interim Chief Executive Officer, and a director of the Company.
Subject
to supervision by the Company’s Board, House Hanover oversees the Company’s day-to-day operations and provides the Company
with investment advisory services. Under the terms of the House Hanover Investment Advisory Agreement, House Hanover, among other things:
(i) determines the composition and allocation of the portfolio of the Company, the nature and timing of the changes therein and the manner
of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by the Company; (iii) executes,
closes, services and monitors the Company’s investments; (iv) determines the securities and other assets that the Company shall
purchase, retain, or sell; (v) performs due diligence on prospective portfolio companies; (vi) provides the Company with such other investment
advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds; and
(vii) if directed by the Board, assists in the execution and closing of the sale of the Company’s assets or a sale of the equity
of the Company in one or more transactions. House Hanover’s services under the House Hanover Investment Advisory Agreement may
not be exclusive and it is free to furnish similar services to other entities so long as its services to the Company are not impaired. At
the request of the Company, House Hanover, upon any transition of the Company’s investment advisory relationship to another investment
advisor or upon any internalization, shall provide reasonable transition assistance to the Company and any successor investment advisor.
Management
Fee
Pursuant
to the House Hanover Investment Advisory Agreement, the Company pays House Hanover a base management fee for investment advisory and
management services. The cost of the base management fee is ultimately borne by the Company’s stockholders. The House Hanover Investment
Advisory Agreement does not contain an incentive fee component.
The
base management fee is calculated at an annual rate of 1.00% of the Company’s gross assets, including assets purchased with borrowed
funds or other forms of leverage and excluding cash and cash equivalents net of all indebtedness of the Company for borrowed money and
other liabilities of the Company. The base management fee is payable quarterly in arrears, and determined as set forth in the preceding
sentence at the end of the two most recently completed calendar quarters. The Board may retroactively adjust the valuation of the Company’s
assets and the resulting calculation of the base management fee in the event the Company or any of its assets are sold or transferred
to an independent third party or the Company or House Hanover receives an audit report or other independent third party valuation of
the Company. To the extent that any such adjustment increases or decreases the base management fee of any prior period, the Company will
be obligated to pay the amount of increase to House Hanover or House Hanover will be obligated to refund the decreased amount, as applicable.
PRINCETON
CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2023
(As
Restated)
Management fees under the House Hanover Investment
Advisory Agreement for the years ended December 31, 2023, 2022 and 2021 were $317,546, $339,328 and $265,340, respectively. As of December
31, 2023 and 2022, management fees of $78,889 and $91,934, respectively, were payable to House Hanover.
Incentive
Fee
The Company is not obligated to pay House Hanover
an incentive fee. Incentive fees are a typical component of investment advisory agreements with business development companies.
Payment
of Expenses
House
Hanover bears all compensation expense (including health insurance, pension benefits, payroll taxes and other compensation related matters)
of its employees and bears the costs of any salaries or directors’ fees of any officers or directors of the Company who are affiliated
persons (as defined in the 1940 Act) of House Hanover. However, House Hanover, subject to approval by the Board of the Company, is entitled
to reimbursement for the portion of any compensation expense and the costs of any salaries of any such employees to the extent attributable
to services performed by such employees for the Company. During the term of the House Hanover Investment Advisory Agreement, House Hanover
will also bear all of its costs and expenses for office space rental, office equipment, utilities and other non-compensation related
overhead allocable to performance of its obligations under the House Hanover Investment Advisory Agreement.
Except
as provided in the preceding paragraph the Company reimburses House Hanover all direct and indirect costs and expenses incurred by it
during the term of the House Hanover Investment Advisory Agreement for: (i) due diligence of potential investments of the Company, (ii)
monitoring performance of the Company’s investments, (iii) serving as officers of the Company, (iv) serving as directors and officers
of portfolio companies of the Company, (v) providing managerial assistance to portfolio companies of the Company, and (vi) enforcing
the Company’s rights in respect of its investments and disposing of its investments; provided, however, that, any third party expenses
incurred by House Hanover in excess of $50,000 in the aggregate in any calendar quarter will require advance approval by the Board of
the Company.
In
addition to the foregoing, the Company will also be responsible for the payment of all of the Company’s other expenses, including
the payment of the following fees and expenses:
| ● | organizational
and offering expenses; |
| ● | expenses
incurred in valuing the Company’s assets and computing its net asset value per share
(including the cost and expenses of any independent valuation firm); |
| ● | subject
to the guidelines approved by the Board of Directors, expenses incurred by House Hanover
that are payable to third parties, including agents, consultants or other advisors, in monitoring
financial and legal affairs for the Company and in monitoring the Company’s investments
and performing due diligence on the Company’s prospective portfolio companies or otherwise
related to, or associated with, evaluating and making investments; |
| ● | interest
payable on debt, if any, incurred to finance the Company’s investments and expenses
related to unsuccessful portfolio acquisition efforts; |
PRINCETON
CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2023
(As Restated)
| ● | offerings
of the Company’s common stock and other securities; |
| ● | transfer
agent and custody fees and expenses; |
| ● | U.S.
federal and state registration fees of the Company (but not House Hanover); |
| ● | all
costs of registration and listing the Company’s shares on any securities exchange;
|
| ● | U.S.
federal, state and local taxes; |
| ● | independent
directors’ fees and expenses; |
| ● | costs
of preparing and filing reports or other documents required of the Company (but not House
Hanover) by the SEC or other regulators; |
| ● | costs
of any reports, proxy statements or other notices to stockholders, including printing costs;
|
| ● | the
costs associated with individual or group stockholders; |
| ● | the
Company’s allocable portion of the fidelity bond, directors and officers/errors and
omissions liability insurance, and any other insurance premiums; |
| ● | direct
costs and expenses of administration and operation of the Company, including printing, mailing,
long distance telephone, copying, secretarial and other staff, independent auditors and outside
legal costs; and |
| ● | all
other non-investment advisory expenses incurred by the Company regarding administering the
Company’s business. |
Duration
and Termination
Unless terminated earlier as described below,
the House Hanover Investment Advisory Agreement will continue in effect for a period of one (1) year from its effective date. It will
remain in effect from year to year thereafter if approved annually by the Company’s Board or by the affirmative vote of the holders
of a majority of the Company’s outstanding voting securities, and, in either case, if also approved by a majority of Company’s
directors who are neither parties to the House Hanover Investment Advisory Agreement nor “interested persons” (as defined
under the 1940 Act) of any such party. The House Hanover Investment Advisory Agreement was last annually renewed by the Board and by
a majority of the members of the Board who are not parties to the House Hanover Investment Advisory Agreement or “interested persons”
(as such term is defined in the 1940 Act) of any such party, in accordance with the requirements of the 1940 Act and the House Hanover
Investment Advisory Agreement on May 15, 2023.
The
House Hanover Investment Advisory Agreement may be terminated at any time, without the payment of any penalty, (i) upon written notice,
effective on the date set forth in such notice, by the vote of a majority of the outstanding voting securities of the Company or by the
vote of the Company’s directors, or (ii) upon 60 days’ written notice, by House Hanover. The House Hanover Investment Advisory
Agreement automatically terminates in the event of its “assignment,” as defined in the 1940 Act.
Indemnification
The
House Hanover Investment Advisory Agreement provides that, absent willful misfeasance, bad faith or negligence in the performance of
their duties, or by reason of the material breach or reckless disregard of their duties and obligations under the House Hanover Investment
Advisory Agreement, House Hanover and its officers, managers, employees and members are entitled to indemnification from the Company
for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement)
arising from the rendering of House Hanover’s services under the House Hanover Investment Advisory Agreement or otherwise as the
Company’s investment advisor. The amounts payable for indemnification will be calculated net of payments recovered by the indemnified
party under any insurance policy with respect to such losses.
PRINCETON
CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2023
(As
Restated)
At
all times during the term of the House Hanover Investment Advisory Agreement and for one year thereafter, House Hanover is obligated
to maintain directors and officers/errors and omission liability insurance in an amount and with a provider reasonably acceptable to
the Board of the Company.
Administration
Services and Service Agreement
House
Hanover is entitled to reimbursement of expenses under the House Hanover Investment Advisory Agreement for administrative services performed
for the Company.
On January 1, 2018, Princeton Capital Corporation
directly entered into a service agreement with SS&C Technologies Holdings, Inc. (the “Sub-Administrator”) to provide
certain administrative services to the Company. In exchange for providing services, the Company pays the Sub-Administrator an asset-based
fee with a $151,025 annual minimum as adjusted for any reimbursement of expenses. This annual minimum was amended in the service agreement
on April 20, 2019 and increased on July 1, 2021, July 1, 2022 and again on July 1, 2023 by the U.S. Consumer Price Index – All
Urban Consumers per the service agreement. This asset-based fee will vary depending upon our gross assets, as adjusted, as follows:
| Gross Assets | | Fee |
| first $150 million of gross assets | | 20 basis points (0.20%) |
| next $150 million of gross assets | | 15 basis points (0.15%) |
| next $200 million of gross assets | | 10 basis points (0.10%) |
| in excess of $500 million of gross assets | | 5 basis points (0.05%) |
Administration fees were $259,500, $259,500 and
$270,000 for the years ended December 31, 2023, 2022 and 2021, respectively, and sub-administration fees were $155,592 , $143,799 and
$132,110 for the years ended December 31, 2023, 2022 and 2021, respectively, as shown on the Statements of Operations under administration
fees. As of December 31, 2023 and 2022, there were $64,875 and $64,875, respectively, of administration fees owed to House Hanover, as
shown on the Statements of Assets and Liabilities under due to affiliates.
Managerial
Assistance
As
a BDC, we offer, and must provide upon request, managerial assistance to our portfolio companies. This assistance could involve monitoring
the operations of our portfolio companies, participating in board of directors and management meetings, consulting with and advising
officers of portfolio companies and providing other organizational and financial guidance. As of December 31, 2022, none of the portfolio
companies had accepted our offer for such services, except for Advantis Certified Staffing Solutions, Inc. (“Advantis”).
On May 1, 2022, Advantis requested one of its directors, Gregory J. Cannella who also serves as our Chief Financial Officer, become the
Executive Chair of Advantis to provide executive authority and leadership in the absence of their former president, who resigned in March
2022. Mr. Cannella has agreed to take this position and in return will be compensated by Advantis in the amount of $5,000 per month.
The title and benefits of this position can be removed at any time by the board of directors of Advantis.
PRINCETON
CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2023
(As
Restated)
NOTE
8 – FINANCIAL HIGHLIGHTS
| | |
Year Ended December 31, | |
| | |
2023 | | |
2022 | | |
2021 | | |
2020 | | |
2019 | |
| Per Share Data (1): | |
| | |
| | |
| | |
| | |
| |
| Net asset value at beginning of period | |
$ | 0.266 | | |
$ | 0.286 | | |
$ | 0.187 | | |
$ | 0.276 | | |
$ | 0.345 | |
| Net investment income (loss) | |
| 0.007 | | |
| (0.006 | ) | |
| (0.007 | ) | |
| (0.005 | ) | |
| (0.009 | ) |
| Change in unrealized gain (loss) | |
| (0.008 | ) | |
| 0.025 | | |
| 0.106 | | |
| (0.022 | ) | |
| (0.060 | ) |
| Realized gain (loss) | |
| - | | |
| 0.036 | | |
| - | | |
| (0.062 | ) | |
| - | |
| Dividend distribution | |
| - | | |
| (0.075 | ) | |
| - | | |
| - | | |
| - | |
| Net asset value at end of period | |
$ | 0.265 | | |
$ | 0.266 | | |
$ | 0.286 | | |
$ | 0.187 | | |
$ | 0.276 | |
| Total return based on net
asset value (2) | |
| (0.4 | )% | |
| (7.0 | )% | |
| 52.9 | % | |
| (32.60 | )% | |
| (20.0 | )% |
| Weighted average shares outstanding for period, basic | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | |
| Ratio/Supplemental Data: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net assets at end of period | |
$ | 31,904,562 | | |
$ | 32,083,462 | | |
$ | 34,472,992 | | |
$ | 22,479,540 | | |
$ | 33,280,329 | |
| Average net assets | |
$ | 32,367,206 | | |
$ | 35,317,720 | | |
$ | 29,126,862 | | |
$ | 25,276,013 | | |
$ | 38,504,249 | |
| Total operating expenses to average net assets | |
| 4.9 | % | |
| 6.6 | % | |
| 6.0 | % | |
| 6.2 | % | |
| 5.8 | % |
| Net operating expenses to average net assets | |
| 4.9 | % | |
| 6.6 | % | |
| 6.0 | % | |
| 6.2 | % | |
| 5.8 | % |
| Net operating expenses excluding management fees, incentive
fees, and interest expense to average net assets | |
| 4.0 | % | |
| 5.6 | % | |
| 5.1 | % | |
| 5.2 | % | |
| 4.9 | % |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net investment income (loss) to average net assets | |
| 2.5 | % | |
| (2.2 | )% | |
| (3.0 | )% | |
| (2.7 | )% | |
| (2.8 | )% |
| Net investment income (loss) to average net assets, excluding
other income from non-investment sources | |
| 2.5 | % | |
| (2.3 | )% | |
| (3.0 | )% | |
| (3.0 | )% | |
| (2.8 | )% |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net increase (decrease) in net assets resulting from operations
to average net assets | |
| -0.6 | % | |
| 18.8 | % | |
| 41.2 | % | |
| (42.7 | )% | |
| (21.5 | )% |
| Portfolio Turnover | |
| 0.00 | % | |
| 32.3 | % | |
| 0.4 | % | |
| 0.4 | % | |
| 0.7 | % |
NOTE
9 – COMMITMENTS AND CONTINGENCIES
In
the normal course of business, the Company may enter into investment agreements under which it commits to make an investment in a portfolio
company at some future date or over a specified period of time. The Company maintains sufficient assets to provide adequate cover to
allow it to satisfy its unfunded commitment amount as of December 31, 2023. The unfunded commitment is accounted for under ASC 820. As
of the date of this report, all commitments have been funded.
PRINCETON
CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2023
(As Restated)
Legal
Proceedings
From
time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating
to the enforcement of the Company’s rights under contracts with its portfolio companies. The Company is not currently subject to
any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. A summary of the legal
proceedings that the Company was previously involved in with Great Value Storage, LLC is described below.
Great
Value Storage Litigation
On March 14, 2019, the Company filed a complaint
against Great Value Storage, LLC (“GVS”), World Class Capital Group, LLC (“World Class”), and Natin Paul, which
we refer to collectively as the GVS Defendants, in the District Court for Harris County, Texas. GVS is one of the Company’s portfolio
companies. On January 22, 2021, the Harris County District Court granted the Company’s Motion for Partial Summary Judgment on its
breach of contract claim against GVS and World Class. On March 4, 2021, the Final Judgment Order was entered awarding damages to the
Company in the amount of $9,910,601.
On
January 1, 2022, the Company amended and finalized proofs of claim in the U.S. Bankruptcy Court for the Northern District of Texas, as
it has been discovered that Natin Paul had transferred the properties from the GVS Defendants and to the debtor entities, which are GVS
affiliates that filed bankruptcy. On March 21, 2022, the bankruptcy court reserved $15 million for our claim. On, April 27, 2022, the
Company filed an adversary proceeding in the bankruptcy court to recover amounts owed to the Company.
As
disclosed in the Company’s Form 8-K that was filed on September 9, 2022, on September 2, 2022, the Company entered into a Settlement,
Assignment and Acceptance Agreement with Natin Paul and his related parties, whereby the Company would sell its promissory notes from
GVS and World Class to Phoenix Lending, LLC, a newly formed Natin Paul related entity, in exchange for a settlement payment of $11,372,699
to be funded out of the $15 million reserve in the bankruptcy court. Further, the GVS affiliated parties agreed to indemnify the Company
and retain $1 million on reserve in the bankruptcy court for any future legal fees or claims related to the settlement. On October 7,
2022, the Company closed the settlement and received $11,372,699.
Risks
and Uncertainties
COVID-19
The
Company is subject to risks associated with unforeseen events, including but not limited to, natural disasters, acts of terrorism and
the emergence of a pandemic or other public health emergencies, which could create economic, financial and business disruptions. Certain
impacts from the COVID-19 outbreak and its variants may have a significant negative impact on the Company’s operations and performance.
These circumstances may continue for an extended period of time, and may have an adverse impact on economic and market conditions. The
ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual companies, are
not known. The extent of the impact to the financial performance and the operations of the Company will depend on future developments,
which are highly uncertain and cannot be predicted.
Russia/Belarus
Action with Ukraine
Various
social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade
tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign,
trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods,
earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties
or deterioration in the U.S. and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility
could adversely affect the Company’s operations. In response to the conflict between Russia and Ukraine, the U.S. and other countries
have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs,
trade wars and other governmental actions, may materially impact the valuation of the portfolio investments and in turn, the net asset
value of the Company. The specific impact on the Company’s financial condition, results of operations, and cash flows is not determinable
as of the date of these financial statements.
PRINCETON
CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2023
(As
Restated)
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, 2023 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 27, 2023. 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, 2023 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,
2023 | | |
As of
December 31,
2022 | |
| Balance Sheet | |
| | |
| |
| Current Assets | |
$ | 4,021 | | |
$ | 2,843 | |
| Noncurrent Assets | |
| - | | |
| - | |
| Current Liabilities | |
| 13,280 | | |
| 12,616 | |
| Noncurrent Liabilities | |
| - | | |
| - | |
| | |
Year Ended
December 31,
2023 | | |
Year Ended
December 31,
2022 | | |
Year Ended
December 31,
2021 | |
| Income Statement | |
| | |
| | |
| |
| Net Revenue (Loss) | |
$ | 7,249 | | |
$ | 8,757 | | |
$ | 8,182 | |
| Gross Profit | |
| 1,655 | | |
| 1,694 | | |
| 1,993 | |
| Net Income (Loss) | |
| 514 | | |
| 66 | | |
| 269 | |
PRINCETON
CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2023
(As Restated)
NOTE
11 – SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
| | |
Quarter Ended | |
| | |
December 31,
2023 | | |
September 30,
2023 | | |
June 30,
2023 | | |
March 31,
2023 | |
| | |
| | |
| | |
| | |
| |
| Total Investment Income | |
$ | 518,826 | | |
$ | 513,278 | | |
$ | 740,055 | | |
$ | 708,734 | |
| Total Operating Expenses | |
| 393,392 | | |
| 354,352 | | |
| 419,818 | | |
| 431,764 | |
| Income Tax Expense | |
| 59,363 | | |
| 174 | | |
| 5,456 | | |
| - | |
| Net Investment Income | |
| 66,071 | | |
| 158,752 | | |
| 314,781 | | |
| 276,970 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net Realized Loss on Investments | |
| (1,200 | ) | |
| - | | |
| - | | |
| - | |
| Net Change in Unrealized Appreciation/(Depreciation) | |
| (919,008 | ) | |
| (941,952 | ) | |
| 2,160,718 | | |
| (1,294,032 | ) |
| Net Increase (Decrease) in Net Assets Resulting from Operations | |
$ | (854,137 | ) | |
$ | (783,200 | ) | |
$ | 2,475,499 | | |
$ | (1,017,062 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net Increase (Decrease) in Net Assets from Operations per Common
Share: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | (0.007 | ) | |
$ | (0.007 | ) | |
$ | 0.021 | | |
$ | (0.008 | ) |
| Diluted | |
$ | (0.007 | ) | |
$ | (0.007 | ) | |
$ | 0.021 | | |
$ | (0.008 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted Average Common Shares Outstanding - Basic | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | |
| Weighted Average Common Shares Outstanding - Diluted | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | |
| | |
Quarter Ended | |
| | |
December 31,
2022 | | |
September 30,
2022 | | |
June 30,
2022 | | |
March 31,
2022 | |
| | |
| | |
| | |
| | |
| |
| Total Investment Income | |
$ | 454,302 | | |
$ | 433,260 | | |
$ | 425,799 | | |
$ | 241,282 | |
| Total Operating Expenses | |
| 490,674 | | |
| 705,916 | | |
| 578,244 | | |
| 558,307 | |
| Income Tax Expense | |
| - | | |
| - | | |
| 456 | | |
| - | |
| Net Investment Loss | |
| (36,372 | ) | |
| (272,656 | ) | |
| (152,901 | ) | |
| (317,025 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net Realized Gain on Investments | |
| 4,368,297 | | |
| - | | |
| - | | |
| - | |
| Net Change in Unrealized Appreciation/(Depreciation) | |
| (3,407,385 | ) | |
| 7,255,747 | | |
| (11,550 | ) | |
| (779,230 | ) |
| Net Increase (Decrease) in Net Assets Resulting from Operations | |
$ | 924,540 | | |
$ | 6,983,091 | | |
$ | (164,451 | ) | |
$ | (1,096,255 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net Increase (Decrease) in Net Assets from Operations per Common
Share: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | 0.008 | | |
$ | 0.058 | | |
$ | (0.001 | ) | |
$ | (0.009 | ) |
| Diluted | |
$ | 0.008 | | |
$ | 0.058 | | |
$ | (0.001 | ) | |
$ | (0.009 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted Average Common Shares Outstanding - Basic | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | |
| Weighted Average Common Shares Outstanding - Diluted | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | |
| | |
Quarter Ended | |
| | |
December 31,
2021 | | |
September 30,
2021 | | |
June 30,
2021 | | |
March 31,
2021 | |
| | |
| | |
| | |
| | |
| |
| Total Investment Income | |
$ | 361,663 | | |
$ | 357,695 | | |
$ | 78,015 | | |
$ | 77,163 | |
| Total Operating Expenses | |
| 588,863 | | |
| 401,238 | | |
| 383,730 | | |
| 380,491 | |
| Income Tax Expense | |
| - | | |
| - | | |
| - | | |
| - | |
| Net Investment Loss | |
| (227,200 | ) | |
| (43,543 | ) | |
| (305,715 | ) | |
| (303,328 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net Realized Gain/(Loss) on Investments | |
| - | | |
| - | | |
| - | | |
| - | |
| Net Change in Unrealized Appreciation/(Depreciation) | |
| 1,967,671 | | |
| (1,630,575 | ) | |
| 8,126,090 | | |
| 4,410,052 | |
| Net Increase (Decrease) in Net Assets Resulting from Operations | |
$ | 1,740,471 | | |
$ | (1,674,118 | ) | |
$ | 7,820,375 | | |
$ | 4,106,724 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net Increase (Decrease) in Net Assets from Operations per Common
Share: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | 0.014 | | |
$ | (0.014 | ) | |
$ | 0.065 | | |
$ | 0.034 | |
| Diluted | |
$ | 0.014 | | |
$ | (0.014 | ) | |
$ | 0.065 | | |
$ | 0.034 | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted Average Common Shares Outstanding - Basic | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | |
| Weighted Average Common Shares Outstanding - Diluted | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | |
PRINCETON
CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2023
(As Restated)
NOTE
12 – SUBSEQUENT EVENTS
Portfolio
Activity
Subsequent
to the year ending December 31, 2023 and through the date of this filing, there was no portfolio activity or other events to report.
Schedule
12-14
The
table below represents the fair value of control and affiliate investments at December 31, 2022 and any amortization, purchases, sales,
and realized and change in unrealized gain (loss) made to such investments, as well as the ending fair value as of December 31, 2023.
Portfolio Company/Type of Investment (1) | | Principal
Amount/Shares/ Ownership %
at December 31,
2023 | | | Amount of
Interest and
Dividends
Credited
in Income | | | Fair Value at
December 31,
2022 | | | Purchases(2) | | | Sales | | | Transfers from
Restructuring/ Transfers into
Control
Investments | | | Change in
Unrealized
Gains/(Losses) | | | Fair Value at
December 31, 2023 | |
| Control Investments | | | | | | | | | | | | | | | | | | | | | | | | |
| Advantis Certified Staffing Solutions, Inc. | | | | | | | | | | | | | | | | | | | | | | | | |
| Second Lien Loan, 12.0% Cash, due 11/30/2021(3) | | $ | 4,500,000 | | | $ | - | | | $ | 3,656,647 | | | $ | - | | | $ | - | | | | - | | | $ | 1,079,494 | | | $ | 4,736,141 | |
| Unsecured loan Consolidated BL Note 6.33% due 12/31/2023 | | $ | 1,381,586 | | | | 87,454 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Common Stock – Series A (3) | | | 225,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Common Stock – Series B (3) | | | 9,500,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Warrant for 250,000 Shares of Series A Common Stock, exercise price $0.01 per share, expires 1/1/2027(3) | | | 1 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Warrant for 700,000 Shares of Series A Common Stock, exercise price $0.01 per share, expires 1/1/2027(3) | | | 1 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Dominion Medical Management, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| First Lien Loan, 12.0% Cash, 6% PIK due, 3/31/2020 (2) (3) | | $ | 1,516,144 | | | | - | | | | 184,999 | | | | - | | | | - | | | | - | | | | (11,600 | ) | | | 173,399 | |
| Integrated Medical Partners, LLC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Preferred Membership – Class A units (3) | | | 800 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Preferred Membership – Class B units (3) | | | 760 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Common Units (3) | | | 14,082 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| PCC SBH Sub, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock (3) | | | 100 | | | | - | | | | 1,698,329 | | | | - | | | | - | | | | - | | | | (154,488 | ) | | | 1,543,841 | |
| Rockfish Seafood Grill, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| First Lien Loan, 8% Cash, 6.0% PIK, due 3/31/2018 | | $ | 6,352,944 | | | | 780,841 | | | | 10,708,968 | | | | - | | | | - | | | | - | | | | (831,927 | ) | | | 9,877,041 | |
| Revolving Loan, 8% PIK, due 12/31/2023 | | $ | 2,251,000 | | | | 182,581 | | | | 2,251,000 | | | | - | | | | - | | | | - | | | | - | | | | 2,251,000 | |
| Rockfish Holdings, LLC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Warrant for Membership Interest, exercise price $0.001 per 1% membership interest, expires 7/28/2028 (3) | | | 10.0 | % | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Membership Interest – Class A (3) | | | 99.997 | % | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Total Control Investments | | | | | | $ | 1,050,876 | | | $ | 18,499,943 | | | $ | - | | | $ | - | | | $ | - | | | $ | 81,479 | | | $ | 18,581,422 | |
PRINCETON CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2023
(As Restated)
Schedule
12-14
The
table below represents the fair value of control and affiliate investments at December 31, 2021 and any amortization, purchases, sales,
and realized and change in unrealized gain (loss) made to such investments, as well as the ending fair value as of December 31, 2022.
Portfolio Company/Type of Investment (1) | | Principal
Amount/Shares/ Ownership %
at December 31,
2022 | | | Amount of
Interest and
Dividends
Credited
in Income | | | Fair Value at
December 31,
2021 | | | Purchases(2) | | | Sales | | | Transfers from
Restructuring/ Transfers into
Control
Investments | | | Change in
Unrealized
Gains/(Losses) | | | Fair Value at
December 31, 2022 | |
| Control Investments | | | | | | | | | | | | | | | | | | | | | | | | |
| Advantis Certified Staffing Solutions, Inc. | | | | | | | | | | | | | | | | | | | | | | | | |
| Second Lien Loan, 12.0% Cash, due 11/30/2021(3) | | $ | 4,500,000 | | | $ | - | | | $ | 4,441,765 | | | $ | - | | | $ | - | | | | - | | | $ | (785,118 | ) | | $ | 3,656,647 | |
| Unsecured loan Consolidated BL Note 6.33% due 12/31/2023 | | $ | 1,381,586 | | | | 87,454 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Common Stock – Series A (3) | | | 225,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Common Stock – Series B (3) | | | 9,500,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Warrant for 250,000 Shares of Series A Common Stock, exercise price $0.01 per share, expires 1/1/2027(3) | | | 1 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Warrant for 700,000 Shares of Series A Common Stock, exercise price $0.01 per share, expires 1/1/2027(3) | | | 1 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Dominion Medical Management, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| First Lien Loan, 12.0% Cash, 6% PIK due, 3/31/2020 (2) (3) | | $ | 1,516,144 | | | | - | | | | 158,159 | | | | - | | | | - | | | | - | | | | 26,840 | | | | 184,999 | |
| Integrated Medical Partners, LLC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Preferred Membership – Class A units (3) | | | 800 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Preferred Membership – Class B units (3) | | | 760 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Common Units (3) | | | 14,082 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| PCC SBH Sub, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock (3) | | | 100 | | | | - | | | | 1,745,113 | | | | - | | | | - | | | | - | | | | (46,784 | ) | | | 1,698,329 | |
| Rockfish Seafood Grill, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| First Lien Loan, 8% Cash, 6.0% PIK, due 3/31/2018 | | $ | 6,352,944 | | | | 602,939 | | | | 12,294,480 | | | | - | | | | - | | | | - | | | | (1,585,512 | ) | | | 10,708,968 | |
| Revolving Loan, 8% PIK, due 12/31/2023 | | $ | 2,251,000 | | | | 137,561 | | | | 2,251,000 | | | | - | | | | - | | | | - | | | | - | | | | 2,251,000 | |
| Rockfish Holdings, LLC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Warrant for Membership Interest, exercise price $0.001 per 1% membership interest, expires 7/28/2028 (3) | | | 10.0 | % | | | - | | | | 172,549 | | | | - | | | | - | | | | - | | | | (172,549 | ) | | | - | |
| Membership Interest – Class A (3) | | | 99.997 | % | | | - | | | | 1,552,896 | | | | - | | | | - | | | | - | | | | (1,552,896 | ) | | | - | |
| Total Control Investments | | | | | | $ | 827,954 | | | $ | 22,615,962 | | | $ | - | | | $ | - | | | $ | - | | | $ | (4,116,019 | ) | | $ | 18,499,943 | |
End
of notes to financial statements.
Item
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item
9A. CONTROLS AND PROCEDURES
We
maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures
refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the
SEC and that such information is accumulated and communicated to our management, including our principal executive officer and principal
financial and accounting officer, as appropriate, to allow timely decisions regarding required disclosure.
As
required by Rule 13a-15(e) of the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision
of our Interim Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures as of December 31, 2023. Based upon, and as of the date of this evaluation, our Interim Chief Executive Officer
and Chief Financial Officer determined that, because of the material weakness described below, our disclosure controls and procedures
were not effective.
Management’s
Report on Internal Control Over Financial Reporting.
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal
control over financial reporting refers to the process designed by, or under the supervision of, our principal executive officer and
principal financial and accounting officer, and effected by our board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance
with U.S. generally accepted accounting principles, and includes those policies and procedures that:
| (1) | pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the
transactions and dispositions of our assets; |
| (2) | provide
reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with U.S. generally accepted accounting principles, and
that our receipts and expenditures are being made only in accordance with the authorization
of our management and directors; and |
| (3) | provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of our assets that could have a material effect on the financial statements. |
Our
management evaluated the effectiveness of our internal control over financial reporting as of December 31, 2023. In making this evaluation,
management used the framework established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system,
including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.
Based on our evaluation, we determined that, as of December 31, 2023, our internal control over financial reporting was not effective
due to the following material weakness:
| |
● |
We
do not have the proper procedures in place to verify material information from unconsolidated significant subsidiaries that are required
to be included in the Notes to Financial Statements. |
In order to cure the foregoing material weakness,
we have taken or plan to take the following remediation measures:
| ● | We
intend to implement proper procedures at all levels, including hired outside administrators,
to properly review and verify information from our unconsolidated significant subsidiaries
in order to ensure proper accounting for the Notes to Financial Statements. |
We
intend to complete the remediation of the material weakness discussed above as soon as practicable but we can give no assurance that
we will be able to do so. Designing and implementing an effective disclosure controls and procedures is a continuous effort that requires
us to anticipate and react to changes in our business and the economic and regulatory environments and to devote significant resources
to maintain a financial reporting system that adequately satisfies our reporting obligations. The remedial measures that we have taken
and intend to take may not fully address the material weakness that we have identified, and material weaknesses in our disclosure controls
and procedures may be identified in the future. Should we discover such conditions, we intend to remediate them as soon as practicable.
We are committed to taking appropriate steps for remediation, as needed.
All
internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
This
annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control
over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting
firm pursuant to temporary rules for non-accelerated filers by the Securities and Exchange Commission permitting the company to provide
only management’s report in this annual report.
Changes
in Internal Control over Financial Reporting
We
regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls
and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities
as implementing new, more efficient systems, consolidating activities, and migrating processes.
There
have been no changes in our internal control over financial reporting during the fiscal year 2023 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting, as the circumstances that led to the restatement
of our financial statements described in this Annual Report on Form 10-K had not yet been identified.
Item
9B. OTHER INFORMATION
Rule
10b5-1 Trading Plans
During
the quarter ended December 31, 2023, none of the Company’s directors or Section 16 officers adopted or terminated any Rule 10b5-1
trading arrangements or non-Rule 10b5-1 trading arrangements.
Item
9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not
Applicable.
PART
III
Item
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Director
and Executive Officer Information
The
following table sets forth the names, ages and positions held by each of our directors and executive officers, followed by a brief biography
of each individual, including the business experience of each individual during the past five years and the specific qualifications that
led to the conclusion that each individual should serve as a director.
| Name |
|
Age |
|
Position |
|
Director Since |
|
Term
Expires |
| Interested
Directors |
|
|
|
|
|
|
|
|
| Mark
S. DiSalvo |
|
69 |
|
Interim
Chief Executive Officer, Interim President, and Director |
|
2016 |
|
2024 |
| |
|
|
|
|
|
|
|
|
| Independent
Directors |
|
|
|
|
|
|
|
|
| Darren
Stainrod |
|
59 |
|
Chairman
of the Board of Directors |
|
2016 |
|
2024 |
| Greg
Bennett |
|
51 |
|
Director |
|
2016 |
|
2024 |
| Martin
Laidlaw |
|
67 |
|
Director |
|
2016 |
|
2024 |
| |
|
|
|
|
|
|
|
|
| Executive
Officers |
|
|
|
|
|
|
|
|
| Gregory
J. Cannella |
|
49 |
|
Chief
Financial Officer, Secretary, and Treasurer |
|
|
|
|
Mark
S. DiSalvo, 69, serves as our Interim Chief Executive Officer and Interim President. He was originally elected to the Company’s
Board on June 9, 2016 and most recently re-elected to the Board by the Company’s stockholders at the 2023 Annual Meeting on December
14, 2023. He is the President and CEO of Sema4, Inc., a leading global professional services provider of private equity funds-under-management.
He has been a senior executive and entrepreneur at international companies such as Euromoney Institutional Investor and Fairfield Whitney,
and was founder of Hall, Berwick and DiSalvo where he provided funding and management advisory services to zero and first stage entities
prior to founding Sema4. He has extensive experience in private equity, entrepreneurial management, and emerging market strategy, particularly
as to underserved markets and economic development. A frequent speaker at worldwide industry conferences, he is a charter member of the
Inner City Economic Forum. Mr. DiSalvo was educated at the University of Massachusetts, degreed in Political Studies and has earned the
professional designations CPC and CTA. He has been a long-time lecturer at the Johnson School of Business at Cornell University and the
Kellogg School of Business at Northwestern University in their full-time MBA programs where he contributed case studies in private equity,
emerging market economics and cross-border M&A. We believe Mr. DiSalvo’s broad experience with private equity funds and early
stage growth companies makes him a well-qualified member of our Board.
Darren
Stainrod, 59, serves as the Chairman of the Company’s Board and was originally elected to the Company’s Board on
January 18, 2016 and most recently re-elected to the Board by the Company’s stockholders at the 2023 Annual Meeting on December
14, 2023. Mr. Stainrod is a Principal of Marbury Fund Services (Cayman) Limited (“Marbury”), a fiduciary services company
focused on the alternative investment industry and licensed by the Cayman Islands Monetary Authority. He is registered as a director
with the Authority pursuant to the Directors Licensing and Registration Law, 2014. Prior to joining Marbury, Mr. Stainrod was a Principal
at HighWater Limited in Cayman for almost 3 years where he provided professional director services to hedge funds, fund of funds and
private equity vehicles. Before becoming a professional director in May 2013, Mr. Stainrod spent 18 years at UBS where he was a Managing
Director and the Global Head of UBS Alternative Fund Services. At UBS he had responsibility for the overall management and development
of the global hedge fund administration business in seven countries with more than 300 staff servicing alternative investment funds with
over $200 billion in assets under administration. Before joining UBS, he worked for three years with Coopers & Lybrand in Cayman
and four years with Deloitte in the UK. Mr. Stainrod holds a BA (Hons) in Politics from the University of Reading in the UK. He is a
member of the Institute of Chartered Accountants in England and Wales and the Cayman Islands Institute of Professional Accountants. He
is a past Chairman of the Cayman Islands Fund Administrators Association and is the current Treasurer of AIMA Cayman Chapter. Mr. Stainrod
brings to the Board extensive experience as a director of hedge funds, fund of funds and private equity funds as well as considerable
experience in the investment fund industry, all of which provide our Board with valuable insight. Mr. Stainrod serves as chairman of
the Company’s Nominating and Corporate Governance Committee and he is a member of the Company’s Audit Committee and the Company’s
Valuation Committee.
Martin
Laidlaw, 67, who was originally elected by the Board on January 18, 2016 and most recently re-elected to the Board by the Company’s
stockholders at the 2023 Annual Meeting on December 14, 2023, provides Director Services in and from the Cayman Islands. Martin has over
30 years of experience in the offshore financial industry and has an extensive range of experience with all forms of investment fund
products and has held numerous directorship positions for a wide variety of offshore fund vehicles. Previously, Mr. Laidlaw was a Director
of a Premier Fiduciary Services Company providing Directorship services. He was also a former Managing Director of a Fund Administration
entity. Martin was previously employed by CIBC Bank and Trust Company (Cayman) Limited from 1989 through 2009. He was appointed Director
and Head of Fund Services and was responsible for leading the fund services team and developing new business and client relationships.
Prior to his years at CIBC, he was employed with KPMG, Cayman Islands where he led various financial services audits. He was a founding
member, Director and Treasurer of the Cayman Islands Fund Administrators Association. Martin graduated from Edinburgh University in Scotland
with a Bachelor of Commerce Degree. He was admitted as a Member of the Institute of Chartered Accountants of Scotland in February, 1984
and continues to maintain his qualification. Mr. Laidlaw’s extensive experience in the financial industry, including his financial
and accounting background, and his experience as a director of various offshore fund vehicles makes him well qualified to serve on our
Board. Mr. Laidlaw serves as chairman of the Company’s Audit Committee and he is a member of the Company’s Nominating and
Corporate Governance Committee and the Company’s Valuation Committee.
Greg
Bennett, 51, who was originally elected to the Company’s Board on June 9, 2016 and most recently re-elected to the Board
by the Company’s stockholders at the 2023 Annual Meeting on December 14, 2023, is the founder of Azimuth Governance Limited (“Azimuth”).
Mr. Bennett has more than twenty five years of experience in financial services having started his professional career with Coopers &
Lybrand in Canada in 1996. From 2011 through 2014, prior to founding Azimuth, Mr. Bennett was a Director of The Harbour Trust Co. Ltd.,
where he provided fiduciary services to their clients, including serving as an independent hedge fund director. In 2004 Mr. Bennett joined
Butterfield Fund Services (Cayman) Limited as head of client relationship management and he became a Director of that firm in 2005. In
2008 he was promoted to Managing Director where he had responsibility for all aspects of the business, including managing over 75 staff
responsible for providing full fund administration services to a wide range of hedge fund clients with in excess of $30 billion in assets
under management. In 2010 Mr. Bennett established the Cayman office of HedgeServ and held the position of Managing Director. Mr. Bennett
graduated with a Bachelor of Commerce from the University of Alberta in Canada in 1995. He is a Chartered Accountant (Canada), a Certified
Public Accountant (US), and a CFA Charterholder. Mr. Bennett is also a past Director of Hedge Funds Care Cayman, past Deputy Chairman
of the Cayman Islands Fund Administrators Association, past Treasurer of AIMA Cayman and a past President of the CFA Society of the Cayman
Islands. Mr. Bennett’s considerable experience in the financial services industry and as a director of various hedge funds and
his accounting background make him well qualified to serve on our Board. Mr. Bennett serves as chairman of the Company’s Valuation
Committee and he is a member of the Company’s Nominating and Corporate Governance Committee and the Company’s Audit Committee.
Gregory
J. Cannella, 49, has served as our Chief Financial Officer, Treasurer and Secretary since March 13, 2015. Mr. Cannella is responsible
for financial reporting, investor communications, financial modeling and due diligence and analysis of acquisitions and dispositions.
Prior to this, Mr. Cannella was the Chief Financial Officer of Capital Point Partners, a private equity group that focused on mezzanine
lending to small and middle market private companies, where he was responsible for financial reporting, investor communications, financial
modeling and due diligence and analysis of acquisitions and dispositions. Prior to working at Capital Point Partners, Mr. Cannella was
an Asset Manager at First Commonwealth Holdings Corp., a wealth management firm in Houston, Texas where he was responsible for managing
various commercial and multi-family residential real estate investment funds as well as oversight of accounting functions and reporting
for the funds. Mr. Cannella received a B.B.A. in Management from Stephen F. Austin State University and an M.B.A. with honors in Accounting
and Finance from the University of Houston. He is a Certified Public Accountant in the State of Texas.
Information
About Chief Compliance Officer
Florina
Klingbaum has served as our Chief Compliance Officer since January 1, 2018. Ms. Klingbaum is a Managing Member of Altemis Capital
Management LLC an investment management provider specializing in compliance and regulatory services. Ms. Klingbaum also serves as the
Chief Compliance Officer of House Hanover, LLC (“House Hanover”), the investment advisor of the Company. From 2015-2016,
she served as a Consultant for Nuveen Investments in New York City. During her career, Ms. Klingbaum has held senior roles at both Citigroup
Global Markets as well as Credit Suisse. She has extensive experience in alternative investments, structured products and overall fund
operations including fund administration, accounting, regulatory, compliance and fund liquidation services. Ms. Klingbaum started her
career at KPMG LLP where she was a Senior Auditor in the Financial Services division. She holds two Masters degrees, in Accounting and
Business Administration respectively, from Pace University, a BA in Sociology from the University of Toronto, and is a CPA.
Delinquent
Section 16(a) Reports
Section
16(a) of the Securities Exchange Act of 1934, as amended, and the disclosure requirements of Item 405 of SEC Regulation S-K require that
our directors and executive officers, and any persons holding more than 10% of any class of our equity securities report their ownership
of such equity securities and any subsequent changes in that ownership to the SEC and to us.
Based
solely on a review of the written statements and copies of such reports furnished to us by our executive officers, directors and greater
than 10% beneficial owners, we believe that during the fiscal year ended December 31, 2023 all Section 16(a) filing requirements applicable
to the executive officers, directors and greater than 10% beneficial owners were timely satisfied.
Code
of Business Conduct and Ethics and Statement on the Prohibition of Insider Trading
Our
Code of Business Conduct and Ethics and Statement on the Prohibition of Insider Trading (the “Code of Ethics”), which is
signed by directors and executive officers of the Company, requires that directors and executive officers avoid any conflict, or the
appearance of a conflict, between an individual’s personal interests and the interests of the Company. Pursuant to the Code of
Ethics which is available on our website under the “Corporate Governance” link under the “Princeton Capital Corporation”
link at www.princetoncapitalcorp.com, each director and executive officer must disclose any conflicts of interest, or actions or relationships
that might give rise to a conflict, to the audit committee. Certain actions or relationships that might give rise to a conflict of interest
are reviewed and approved by the Board. The Code of Ethics also contains our policies and procedures relating to insider trading and
material non-public information.
Nomination
of Directors
There
have been no material changes to the procedures by which stockholders may recommend nominees to our Board of Directors implemented since
the filing of our Proxy Statement for our 2023 Annual Meeting of Stockholders.
Audit
Committee
The
members of the audit committee are Messrs. Laidlaw, Stainrod, and Bennett each of whom meets the independence standards established by
the SEC and the NASDAQ (the “NASDAQ”) for audit committees and is independent for purposes of the 1940 Act. Mr. Laidlaw serves
as chairman of the audit committee. Our Board has determined that Mr. Laidlaw is an “audit committee financial expert” as
that term is defined under Item 407 of Regulation S-K of the Securities Exchange Act of 1934, as amended. The Board has adopted a charter
of the audit committee, which is available in print to any stockholder who requests it and it is also available on the Company’s
website at www.princetoncapitalcorp.com. The audit committee met four times and took action by written consent on one occasion during
the year ended December 31, 2023. Each member attended 100% of the audit committee meetings that were held while the director was a member
of the audit committee in 2023.
The
audit committee is responsible for approving our independent accountants, reviewing with our independent accountants the plans and results
of the audit engagement, approving professional services provided by our independent accountants, reviewing the independence of our independent
accountants and reviewing the adequacy of our internal accounting controls. The audit committee is also responsible for aiding our Board
in fair value pricing debt and equity securities that are not publicly traded or for which current market values are not readily available.
The Board and audit committee utilizes the services of an independent valuation firm to help them determine the fair value of these securities.
Given that the audit committee is comprised of all the independent directors on the Board, the audit committee may also be tasked with
special investigations into director and/or officer conduct, conflicts of interest, or other claims impacting the Company.
Compensation
Recovery and Clawback Policies
Under
the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), in the event of misconduct that results in a financial
restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our Chief Executive
Officer and Chief Financial Officer (if any). The SEC also recently adopted Exchange Act Rule 10D-1 which directs national stock exchanges
to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have misstated
its financial results. At this time, Rule 10D-1 is not applicable to the Company as the Company’s securities are not listed on
a national securities exchange. If we issue incentive-based compensation to executive officers in the future, we plan to consider implementing
a clawback policy, although we have not yet implemented such a policy and are not required to do so.
Item
11. EXECUTIVE COMPENSATION
Compensation
of Executive Officers
None
of our officers receive direct compensation from the Company. Mr. DiSalvo, through his financial interest in House Hanover is entitled
to receive and has received a portion of investment advisory fees paid by the Company to House Hanover under the Investment Advisory
Agreement with the Company. Our other executive officers will be paid by House Hanover, subject to reimbursement by us of our allocable
portion of such compensation for services rendered by such persons to the Company under the Investment Advisory Agreement. To the extent
that House Hanover outsources any of its functions, we will reimburse House Hanover for the fees associated with such functions without
profit or benefit to House Hanover.
Compensation
of Directors
Each
independent director receives an annual fee of $30,000. In addition, they will also receive $1,500 plus reimbursement of reasonable out-of-pocket
expenses incurred in connection with attending in person or telephonically each regular board of directors meeting and each special telephonic
meeting. They will also receive $1,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with each committee
meeting attended in person and each telephonic committee meeting. The chairmen of the audit committee, the valuation committee and the
nominating and corporate governance committee will receive an annual fee of $3,500, respectively. On March 13, 2017, the independent
directors agreed to cap director’s fees at $50,000 per independent director annually, and to have an amount of $12,500 advanced
to them each quarter, subject to true up at the end of each quarter. We have obtained directors’ and officers’ liability
insurance on behalf of our directors and officers. No compensation is paid to directors who are “interested persons.”
The
following table shows information regarding the compensation earned by our directors for the fiscal year ended December 31, 2023. No
compensation is paid by us to any interested director or executive officer of the Company.
| Name | |
Aggregate Compensation
from Princeton Capital
Corporation | | |
Pension
or Retirement
Benefits Accrued
as Part of
Company Expenses(1) | |
Total Compensation from
Princeton Capital
Corporation | |
| Interested Directors: | |
| | |
| |
| |
| Mark S. DiSalvo | |
| None | | |
None | |
| None | |
| Independent Directors: | |
| | | |
| |
| | |
| Greg Bennett | |
$ | 50,000 | | |
None | |
$ | 50,000 | |
| Martin Laidlaw | |
$ | 50,000 | | |
None | |
$ | 50,000 | |
| Darren Stainrod | |
$ | 50,000 | | |
None | |
$ | 50,000 | |
| (1) | We
do not have a profit-sharing or retirement plan, and directors do not receive any pension
or retirement benefits. |
Compensation
Committee
We
do not have a compensation committee or a committee performing similar functions because our executive officers do not receive any direct
compensation from the Company. All decisions concerning compensation of House Hanover are made by the Board (with Mr. DiSalvo recusing
himself from deliberations and voting). Executive officers of the Company are employees or independent contractors of, and are compensated
by, House Hanover. Compensation payable by the Company to the Advisor is required to be approved by a majority of the Company’s
independent directors pursuant to Section 15(c) of the 1940 Act. Since the Audit Committee consists of a majority of the independent
directors of the Company, the Company has allocated responsibility to consider the compensation paid to the Advisor to the Audit Committee.
The
Nominating and Corporate Governance Committee will review the form and amount of independent director compensation at least annually
and make any changes, as it deems appropriate.
Item
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of March 27,
2024, the beneficial ownership of each current director, the Company’s executive officers, each person known to us to beneficially
own 5% or more of the outstanding shares of the Company’s common stock, and the executive officers and directors as a group.
Beneficial ownership is determined in accordance
with the rules of the SEC and includes voting or investment power with respect to the securities. Common stock subject to options or
warrants that are currently exercisable or exercisable within 60 days of March 27, 2024 are deemed to be outstanding and beneficially
owned by the person holding such options or warrants. Such shares, however, are not deemed outstanding for the purposes of computing
the percentage ownership of any other person. Percentage of ownership is based on 120,486,061 shares of the Company’s common stock
outstanding as of March 27, 2024.
Unless
otherwise indicated, to our knowledge, each stockholder listed below has sole voting and investment power with respect to the shares
beneficially owned by the stockholder, except to the extent authority is shared by their spouses under applicable law. The address of
all executive officers and directors is c/o Princeton Capital Corporation, 800 Turnpike Street, Suite 300, North Andover, Massachusetts
01845.
The
Company’s directors are divided into two groups - interested directors and independent directors. Interested directors are “interested
persons” as defined in Section 2(a)(19) of the 1940 Act and the NASDAQ (“NASDAQ”) Stock Market Rules, as the Over the
Counter Pink Market (“OTCPK”) exchange where the Company trades, does not establish director independence standards.
Name
of Beneficial Owner | |
Number
of Shares Owned Beneficially(1) | | |
Percentage of
Class(2) | |
| Interested Directors | |
| | |
| |
| Mark
S. DiSalvo(3) | |
| 115,484,327 | | |
| 95.85 | % |
| | |
| | | |
| | |
| Independent Directors | |
| | | |
| | |
| Greg Bennett | |
| 0 | | |
| * | |
| Martin Laidlaw | |
| 0 | | |
| * | |
| Darren Stainrod | |
| 0 | | |
| * | |
| | |
| | | |
| | |
| Executive Officers | |
| | | |
| | |
| Mark
S. DiSalvo(3) | |
| 115,484,327 | | |
| 95.85 | % |
| Gregory J. Cannella | |
| 0 | | |
| * | |
| | |
| | | |
| | |
| Executive officers and directors as a group | |
| 115,484,327 | | |
| 95.85 | % |
| | |
| | | |
| | |
| Greater than 5% Holders | |
| | | |
| | |
| Capital
Point Partners, LP (4) | |
| 104,562,000 | | |
| 86.78 | % |
| Capital
Point Partners II, LP(4) | |
| 10,922,327 | | |
| 9.07 | % |
| (1) | Beneficial
ownership has been determined in accordance with Rule 13d-3 of the Securities Exchange Act
of 1934, as amended. |
| (2) | Based
on a total of 120,486,061 shares of our common stock issued and outstanding on March 27,
2024. |
| (3) | Mr.
DiSalvo, by virtue of his ownership of all of the outstanding stock of Sema4, Inc., the general
partner of Capital Point Partners, LP (“CPP”) and Capital Point Partners II,
LP (“CPP II”), may be deemed to be the beneficial owner of the 104,562,000 shares
of the Company’s common stock owned by CPP and the 10,922,327 shares of the Company’s
common stock owned by CPP II. Mr. DiSalvo and Sema4, Inc. each disclaims beneficial ownership
of any shares held by CPP and CPP II, except to the extent of their pecuniary interest therein.
The address of Sema4, Inc., CPP and CPP II is 800 Turnpike Street, Suite 300, North Andover,
MA 01854. |
| (4) | This
information is based on information included in the Schedule 13D filed with the SEC. |
The
following table sets forth as of March 27, 2024, the dollar range of our securities owned by our directors and executive officers. The
Company is not part of a “family of investment companies,” as that term is defined in Schedule 14A.
Name | |
Dollar
Range of
Equity Securities
Beneficially
Owned(1)(2) | |
Aggregate Dollar
Range of Equity
Securities in All Funds
Overseen or
to be Overseen
by Director or
Nominee
in Family of Investment Companies |
| Interested Director: | |
| |
|
| Mark S. DiSalvo | |
Over $100,000 | |
n/a |
| | |
| |
|
| Independent Directors: | |
| |
|
| Greg Bennett | |
None | |
n/a |
| Martin Laidlaw | |
None | |
n/a |
| Darren Stainrod | |
None | |
n/a |
| | |
| |
|
| Executive Officers: | |
| |
|
| Mark S. DiSalvo | |
Over $100,000 | |
n/a |
| Gregory J. Cannella | |
None | |
n/a |
| (1) | The
dollar range of the equity securities beneficially owned is based on the closing price per
share of the Company’s common stock of $0.307 on March 27, 2024 on the OTCPK. |
| (2) | The
dollar ranges of equity securities beneficially owned are: none; $1–$10,000; $10,001–$50,000;
$50,001–$100,000; and over $100,000. |
We
also note that Florina Klingbaum, our Chief Compliance Officer, does not own any securities of the Company.
Item
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Transactions
with Related Persons
We
have procedures in place for the review, approval and monitoring of transactions involving us and certain persons related to us. As a
business development company, the 1940 Act restricts us from participating in transactions with any persons affiliated with us, including
our officers, directors, and employees and any person controlling or under common control with us or our affiliates, subject to certain
exceptions. In the ordinary course of business, we may enter into transactions with portfolio companies that may be considered related
party transactions. We have implemented certain procedures, both written and unwritten, to ensure that we do not engage in any prohibited
transactions with any persons affiliated with us. If such affiliations are found to exist, we will seek Board and/or committee review
and approval or exemptive relief for such transactions, as appropriate. In accordance with NASDAQ Rule 5630, an independent body of the
Board shall be responsible for conducting an appropriate review and oversight of all related party transactions. The Board has delegated
this responsibility to the Audit Committee.
As
disclosed in various filings with the SEC, House Hanover has served as the Company’s investment advisor since January 1, 2018 under
an Interim Investment Advisory Agreement that took effect on January 1, 2018 and terminated on May 30, 2018 (the “Interim Investment
Advisory Agreement”) and an Investment Advisory Agreement that took effect on May 31, 2018 (the “Investment Advisory Agreement”).
The Investment Advisory Agreement was approved by the Company’s stockholder at the 2018 Annual Meeting of Stockholders. The value
of the Interim Investment Advisory Agreement and the Investment Advisory Agreement was determined based on a management fee. The amount
of management fees accrued to House Hanover for the fiscal year ended December 31, 2023, under the Investment Advisory Agreement were
$317,546. In addition to compensation based on a management fee, the Investment Advisory Agreement also provides for, subject to approval
by the Board of Directors, reimbursement for the portion of any compensation expense and the costs of any salaries of any such employees
to the extent attributable to services performed by such employees for the Company (“Administration Expenses”). The amount
of administration expenses accrued for House Hanover for the fiscal year ended December 31, 2023 under the Investment Advisory Agreement
was $259,500. House Hanover is controlled by Mr. DiSalvo.
Mr.
DiSalvo owns all of the interests in Sema4, Inc., the general partner of Capital Point Partners, LP and Capital Point Partners II, LP,
which own approximately 87% and 9% of our common stock, respectively.
Review,
Approval or Ratification of Transactions with Related Persons
We
have also adopted a Code of Business Conduct and Ethics which applies to, among others, our senior officers, including our Chief Executive
Officer and Chief Financial Officer, as well as all of our officers, directors and employees. Our Code of Business Conduct and Ethics
requires that all employees and directors avoid any conflict, or the appearance of a conflict, between an individual’s personal
interests and our interests. Pursuant to our Code of Business Conduct and Ethics, each employee and director must disclose any conflicts
of interest, or actions or relationships that might give rise to a conflict. Our Audit Committee is charged with approving any waivers
under our Code of Ethics.
Director
Independence
In
accordance with rules of the NASDAQ, the Board annually determines the independence of each director. No director is considered independent
unless the Board has determined that he or she has no material relationship with the Company. The Company monitors the status of its
directors and officers through the activities of the Company’s nominating and corporate governance committee and through a questionnaire
to be completed by each director no less frequently than annually (and most recently in February of 2024), with updates periodically
if information provided in the most recent questionnaire has changed.
In
order to evaluate the materiality of any such relationship, the Board uses the definition of director independence set forth in the rules
promulgated by the NASDAQ Stock Market. Rule 5605(a)(2) provides that a director of a business development company (“BDC”)
shall be considered to be independent if he or she is not an “interested person” of the Company, as defined in Section 2(a)(19)
of the 1940 Act. Section 2(a)(19) of the 1940 Act defines an “interested person” to include, among other things, any person
who has, or within the last two years had, a material business or professional relationship with the Company.
The
Board has determined that each of the directors is independent and has no relationship with the Company, except as a director and stockholder
of the Company, with the exception of Mr. DiSalvo. Mr. DiSalvo is an interested person of the Company due to his interests in House Hanover,
our investment advisor, his position as Interim Chief Executive Officer and Interim President of the Company, and his interests in Sema4,
Inc., the general partner of Capital Point Partners, LP and Capital Point Partners II, LP, which own approximately 87% and 9% of our
common stock, respectively.
Item
14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES
Independent
Registered Public Accounting Firm
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
(fiscal
year ended December 31, 2023)
The
following aggregate fees by WithumSmith, the Company’s independent registered public accounting firm for the fiscal year ended
December 31, 2023 were billed to the Company for work attributable to audit, tax and other services.
| | |
WithumSmith Fiscal
Year Ended
December 31,
2023 | |
| Audit Fees | |
$ | 149,136 | |
| Audit-Related Fees | |
| - | |
| Tax Fees | |
| - | |
| All Other Fees | |
| - | |
| Total Fees: | |
$ | 149,136 | |
Services
rendered by WithumSmith in connection with fees presented above were as follows:
Audit
Fees. Audit fees include fees for services that normally would be provided by the accountant in connection with statutory
and regulatory filings or engagements and that generally only the independent accountant can provide. In addition to fees for the audit
of our annual financial statements, the audit of the effectiveness of our internal control over financial reporting and the review of
our quarterly financial statements in accordance with generally accepted auditing standards, this category contains fees for comfort
letters, statutory audits, consents, and assistance with and review of documents filed with the SEC.
Audit-Related
Fees. Audit related fees are assurance related services that traditionally are performed by the independent accountant,
such as attest services that are not required by statute or regulation.
Tax
Fees. Tax fees include professional fees for tax compliance and tax advice.
All
Other Fees. Fees for other services would include fees for products and services other than the services reported above.
In
the fiscal year 2023, the percentage of services designated for Audit Fees, Audit-Related Fees, Tax Fees, and All Other Fees that were
approved by the audit committee were 100%, 0%, 0%, and 0%, respectively.
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
(fiscal
year ended December 31, 2022)
The
following aggregate fees by WithumSmith, the Company’s independent registered public accounting firm for the fiscal year ended
December 31, 2022, were billed to the Company for work attributable to audit, tax and other services.
| | |
WithumSmith Fiscal
Year Ended
December 31,
2022 | |
| Audit Fees | |
$ | 186,196 | |
| Audit-Related Fees | |
| - | |
| Tax Fees | |
| - | |
| All Other Fees | |
| - | |
| Total Fees: | |
$ | 186,196 | |
Services
rendered by WithumSmith in connection with fees presented above were as follows:
Audit
Fees. Audit fees include fees for services that normally would be provided by the accountant in connection with statutory
and regulatory filings or engagements and that generally only the independent accountant can provide. In addition to fees for the audit
of our annual financial statements, the audit of the effectiveness of our internal control over financial reporting and the review of
our quarterly financial statements in accordance with generally accepted auditing standards, this category contains fees for comfort
letters, statutory audits, consents, and assistance with and review of documents filed with the SEC.
Audit-Related
Fees. Audit related fees are assurance related services that traditionally are performed by the independent accountant,
such as attest services that are not required by statute or regulation.
Tax
Fees. Tax fees include professional fees for tax compliance and tax advice.
All
Other Fees. Fees for other services would include fees for products and services other than the services reported above.
In
the fiscal year 2022, the percentage of services designated for Audit Fees, Audit-Related Fees, Tax Fees, and All Other Fees that were
approved by the audit committee were 100%, 0%, 0%, and 0%, respectively.
Pre-Approval
Policy
The
Audit Committee has established a pre-approval policy that describes the permitted audit, audit-related, tax and other services to be
provided by the Company’s independent registered public accounting firm. The policy requires that the Audit Committee pre-approve
all audit and non-audit services performed by the independent auditor in order to assure that the provision of such service does not
impair the auditor’s independence. In accordance with the pre-approval policy, the Audit Committee includes every year a discussion
and pre-approval of such services and the expected costs of such services for the year.
Any
requests for audit, audit-related, tax and other services that have not received general pre-approval at the first Audit Committee meeting
of the year must be submitted to the Audit Committee for specific pre-approval, irrespective of the amount, and cannot commence until
such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the
Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated
shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its
responsibilities to pre-approve services performed by the independent registered public accounting firm to management.
PART
IV
Item
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a.
Documents Filed as Part of this Report
The
following financial statements are set forth in Item 8:
| |
Page |
| Report of Independent Registered
Public Accounting Firm |
F-2 |
| Statements of Assets and Liabilities
as of December 31, 2023 and December 31, 2022 |
F-4 |
| Statements of Operations for the
years ended December 31, 2023, 2022 and 2021 |
F-5 |
| Statements of Changes in Net Assets
for the years ended December 31, 2023, 2022 and 2021 |
F-6 |
| Statements of Cash Flows for the
years ended December 31, 2023, 2022 and 2021 |
F-7 |
| Schedule of Investments as of December
31, 2023 |
F-8 |
| Schedule of Investments as of December
31, 2022 |
F-11 |
| Notes to the Financial Statements
|
F-14 |
b.
Exhibits
The
following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
| Exhibit |
|
Description |
| 2.1 |
|
Agreement
and Plan of Merger between Regal One Corporation and Princeton Capital Corporation (Incorporated by reference from Exhibit 2.1 of
the Registrant’s Current Report on Form 8-K, filed on March 19, 2015). |
| 3.1 |
|
Articles
of Amendment and Restatement (Incorporated by reference from Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, filed
on March 19, 2015). |
| 3.2 |
|
Articles
of Amendment of Princeton Capital Corporation (Incorporated by reference from Exhibit 3.2 of Registrant’s Annual Report on
Form 10-K, filed on December 14, 2016). |
| 3.3 |
|
Bylaws
(Incorporated by reference from Exhibit 3.3 of the Registrant’s Current Report on Form 8-K, filed on March 19, 2015). |
| 3.4 |
|
Second
Amendment to Bylaws (Incorporated by reference from Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed on February
27, 2018). |
| 3.5 |
|
Third
Amendment to Bylaws (Incorporated by reference from Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed on May
19, 2020). |
| 4.1 |
|
Form
of Stock Certificate (Incorporated by reference from Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed on March
19, 2015). |
| 4.2 |
|
Description
of Securities (Incorporated by reference from Exhibit 4.2 of Registrant’s Annual Report on Form 10-K, filed on March 30, 2023). |
| 10.1 |
|
Custody
Agreement between Registrant and U.S. Bank, N.A. (Incorporated by reference from Exhibit 10.2 of Registrant’s Annual Report
on Form 10-K, filed on April 15, 2015). |
| 10.2 |
|
Administration
Agreement between Registrant and PCC Administrator LLC (Incorporated by reference from Exhibit 10.3 of Registrant’s Annual
Report on Form 10-K, filed on April 15, 2015). |
| 10.3 |
|
License
Agreement between the Registrant and Princeton Investment Advisors, LLC (Incorporated by reference from Exhibit 10.5 of Registrant’s
Annual Report on Form 10-K, filed on April 15, 2015). |
| 10.4 |
|
Form
of Indemnification Agreement between the Registrant and the executive officers and directors. (Incorporated by reference from Exhibit
10.6 of Registrant’s Annual Report on Form 10-K, filed on April 15, 2015). |
| 10.5 |
|
Investment
Advisory Agreement between Registrant and House Hanover, LLC (Incorporated by reference from Exhibit 10.1 of Registrant’s Current
Report on Form 8-K, filed on May 31, 2018) |
| 14.1 |
|
Code
of Ethics (Incorporated by reference from Exhibit 14.1 of Registrant’s Annual Report on Form 10-K, filed on December 14, 2016). |
| 31.1* |
|
Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended. |
| 31.2* |
|
Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended. |
| 32* |
|
Certification of Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002. |
| 99.1 |
|
Audited Financial Statements of Rockfish Seafood Grill, Inc. as of and for the years ended December 27, 2023 and December 28, 2022 (Incorporated by reference from Exhibit 99.1 of Registrant’s Annual Report on Form 10-K, filed on March 29, 2024). |
| 99.2 |
|
Audited
Financial Statements of Rockfish Seafood Grill, Inc. as of and for the year ended December 28, 2022 and December 29,2021 (Incorporated
by reference from Exhibit 99.1 of Registrant’s Annual Report on Form 10-K, filed on March 30, 2023). |
| 101.INS |
|
Inline XBRL Instance Document. |
| 101.SCH |
|
Inline XBRL Taxonomy Extension
Schema Document. |
| 101.CAL |
|
Inline XBRL Taxonomy Extension
Calculation Linkbase Document. |
| 101.DEF |
|
Inline XBRL Taxonomy Extension
Definition Linkbase Document. |
| 101.LAB |
|
Inline XBRL Taxonomy Extension
Label Linkbase Document. |
| 101.PRE |
|
Inline XBRL Taxonomy Extension
Presentation Linkbase Document. |
| 104 |
|
Cover Page Interactive
Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
| |
Princeton
Capital Corporation |
| |
|
|
| |
By: |
/s/
Mark S. DiSalvo |
| |
|
Mark
S. DiSalvo |
| |
|
Interim
Chief Executive Officer |
Dated: March 5, 2025
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report on Form 10-K/A has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
| NAME |
|
TITLE |
|
DATE |
| |
|
|
|
|
| /s/
Mark S. DiSalvo |
|
Interim
Chief Executive Officer and Director, |
|
March
5, 2025 |
| Mark
S. DiSalvo |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Gregory J. Cannella |
|
Chief
Financial Officer |
|
March
5, 2025 |
| Gregory
J. Cannella |
|
(Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Darren Stainrod |
|
Director |
|
March
5, 2025 |
| Darren
Stainrod |
|
|
|
|
| |
|
|
|
|
| /s/
Martin Laidlaw |
|
Director |
|
March
5, 2025 |
| Martin
Laidlaw |
|
|
|
|
| |
|
|
|
|
| /s/
Greg Bennett |
|
Director |
|
March
5, 2025 |
| Greg
Bennett |
|
|
|
|
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Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Mark S. DiSalvo, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K/A of Princeton Capital Corporation (the “Registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,
the periods presented in this report; |
| 4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Registrant’s internal control over financial reporting
that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over
financial reporting; and |
| 5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board
of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report
financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant
role in the Registrant’s internal control over financial reporting. |
| Date: March 5, 2025 |
/s/ Mark S. DiSalvo |
|
Mark S. DiSalvo |
| |
Interim Chief Executive Officer |
| |
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Gregory J. Cannella, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K/A of Princeton Capital Corporation (the “Registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,
the periods presented in this report; |
| 4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Registrant’s internal control over financial reporting
that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over
financial reporting; and |
| 5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board
of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report
financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant
role in the Registrant’s internal control over financial reporting. |
| Date: March 5, 2025 |
/s/ Gregory J. Cannella |
| |
Gregory J. Cannella |
| |
Chief Financial Officer |
| |
(Principal Financial and Accounting Officer) |
Exhibit 32
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, who are the Interim Chief Executive Officer
and Chief Financial Officer of Princeton Capital Corporation (the “Company”), each hereby certify that to the best of his
knowledge (1) this Annual Report on Form 10-K/A for the year ended December 31, 2023, as filed with the Securities and Exchange Commission
on the date hereof (the “Annual Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, and (2) the information contained in this Annual Report fairly presents, in all material respects, the
financial condition and results of operations of the Company.
| Date: March 5, 2025 |
/s/ Mark S. DiSalvo |
|
Mark S. DiSalvo |
|
Interim Chief Executive Officer |
|
(Principal Executive Officer) |
| Date: March 5, 2025 |
/s/ Gregory J. Cannella |
|
Gregory J. Cannella |
|
Chief Financial Officer |
| |
(Principal Financial and Accounting Officer) |
v3.25.0.1
Cover - USD ($)
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12 Months Ended |
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Dec. 31, 2023 |
Mar. 29, 2024 |
Jun. 30, 2023 |
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EXPLANATORY NOTEPrinceton Capital Corporation (the “Company”)
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PRINCETON CAPITAL CORPORATION
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0000845385
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814-00710
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46-3516073
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MD
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--12-31
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800 Turnpike Street
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Suite 300
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North Andover
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MA
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01845
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v3.25.0.1
Audit Information
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Auditor [Table] |
|
| Auditor Name |
WithumSmith+Brown, PC
|
| Auditor Firm ID |
100
|
| Auditor Location |
Whippany, New Jersey
|
| Auditor Opinion [Text Block] |
Opinion on the Financial Statements We have audited the accompanying Statements
of Assets and Liabilities of Princeton Capital Corporation (the "Company"), including the schedules of investments, as of December
31, 2023 and 2022, the related statements of operations, changes in net assets, and cash flows for each of the three years in the period
ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the
financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022,
and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity
with accounting principles generally accepted in the United States of America.
|
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v3.25.0.1
Statements of Assets and Liabilities - USD ($)
|
Dec. 31, 2023 |
Dec. 31, 2022 |
| ASSETS |
|
|
|
| Total investments at fair value |
|
$ 29,734,953
|
$ 30,564,088
|
| Cash and cash equivalents |
|
1,937,768
|
1,525,723
|
| Restricted cash |
|
41,891
|
40,823
|
| Interest receivable, net of allowance for bad debt of $16,549 and $16,549, respectively |
|
525,685
|
293,621
|
| Prepaid expenses |
|
47,306
|
35,552
|
| Total assets |
|
32,314,195
|
32,486,149
|
| LIABILITIES |
|
|
|
| Accrued management fees |
|
78,889
|
91,934
|
| Accounts payable |
|
159,472
|
180,096
|
| Taxes expense payable |
|
64,537
|
|
| Accrued expenses and other liabilities |
|
41,860
|
65,782
|
| Total liabilities |
|
409,633
|
402,687
|
| Net assets |
|
31,904,562
|
32,083,462
|
| NET ASSETS |
|
|
|
| Common Stock, par value $0.001 per share (250,000,000 shares authorized; 120,486,061 shares issued and outstanding at December 31, 2023 and December 31, 2022) |
|
120,486
|
120,486
|
| Paid-in capital |
|
64,868,884
|
64,868,884
|
| Accumulated deficit |
|
(33,084,808)
|
(32,905,908)
|
| Total net assets |
|
$ 31,904,562
|
$ 32,083,462
|
| Net asset value per share (in Dollars per share) |
|
$ 0.265
|
$ 0.266
|
| Related Party |
|
|
|
| ASSETS |
|
|
|
| Due from portfolio companies |
|
$ 26,592
|
$ 26,342
|
| LIABILITIES |
|
|
|
| Due to affiliates |
[1] |
64,875
|
64,875
|
| Control Investments |
|
|
|
| ASSETS |
|
|
|
| Total investments at fair value |
|
18,581,422
|
18,499,943
|
| Non-Control/Non-Affiliate Investments |
|
|
|
| ASSETS |
|
|
|
| Total investments at fair value |
|
$ 11,153,531
|
$ 12,064,145
|
|
|
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v3.25.0.1
Statements of Assets and Liabilities (Parentheticals) - USD ($)
|
Dec. 31, 2023 |
Dec. 31, 2022 |
| Investments at fair value |
$ 39,400,702
|
$ 39,235,563
|
| Interest receivable, net of allowance for bad debt |
$ 16,549
|
$ 16,549
|
| Common stock, par value (in Dollars per share) |
$ 0.001
|
$ 0.001
|
| Common stock, shares authorized (in Shares) |
250,000,000
|
250,000,000
|
| Common stock, shares issued (in Shares) |
120,486,061
|
120,486,061
|
| Common stock, shares outstanding (in Shares) |
120,486,061
|
120,486,061
|
| Control Investments |
|
|
| Investments at fair value |
$ 27,353,273
|
$ 27,353,273
|
| Non-Control/Non-Affiliate Investments |
|
|
| Investments at fair value |
$ 12,047,429
|
$ 11,882,290
|
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|
v3.25.0.1
Statements of Operations - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
| INVESTMENT INCOME |
|
|
|
|
| Interest income from non-control/non-affiliate investments |
|
$ 1,254,375
|
$ 684,375
|
$ 286,875
|
| Interest income from control investments |
|
1,050,876
|
827,954
|
465,455
|
| Interest income paid-in-kind from control investments |
|
|
|
97,401
|
| Interest income paid-in-kind from non-control/ non-affiliate investments |
|
166,339
|
|
|
| Total investment income |
|
2,480,893
|
1,554,643
|
874,536
|
| OPERATING EXPENSES |
|
|
|
|
| Management fees |
|
317,546
|
339,328
|
265,340
|
| Administration fees |
|
415,092
|
403,299
|
402,110
|
| Audit fees |
|
149,136
|
202,196
|
159,547
|
| Legal fees (Note 2) |
|
187,687
|
786,720
|
349,332
|
| Valuation fees |
|
90,000
|
121,500
|
132,000
|
| Other professional fees |
|
|
14,170
|
19,487
|
| Directors’ fees |
|
150,000
|
150,000
|
150,000
|
| Insurance expense |
|
151,193
|
184,311
|
160,260
|
| Interest expense |
|
207
|
4,896
|
188
|
| Other general and administrative expenses |
|
138,465
|
126,721
|
116,058
|
| Total operating expenses |
|
1,599,326
|
2,333,141
|
1,754,322
|
| Net investment income (loss) before tax |
|
881,567
|
(778,498)
|
(879,786)
|
| Income tax expense |
|
64,993
|
456
|
|
| Net investment income (loss) after taxes |
|
816,574
|
(778,954)
|
(879,786)
|
| Net realized gain (loss) on: |
|
|
|
|
| Non-control/non-affiliate investments |
|
(1,200)
|
4,368,297
|
|
| Total net realized gain (loss) |
|
(1,200)
|
4,368,297
|
|
| Net change in unrealized gain (loss) on investments: |
|
|
|
|
| Non-control/non-affiliate investments |
|
(1,075,753)
|
7,173,601
|
4,404,498
|
| Control investments |
|
81,479
|
(4,116,019)
|
8,468,740
|
| Net change in unrealized gain (loss) on investments |
|
(994,274)
|
3,057,582
|
12,873,238
|
| Net realized and unrealized gain (loss) on investments |
|
(995,474)
|
7,425,879
|
12,873,238
|
| Net increase (decrease) in net assets resulting from operations |
|
$ (178,900)
|
$ 6,646,925
|
$ 11,993,452
|
| Net investment income (loss) per share |
|
|
|
|
| Basic (in Dollars per share) |
|
$ 0.007
|
$ (0.006)
|
$ (0.007)
|
| Diluted (in Dollars per share) |
|
0.007
|
(0.006)
|
(0.007)
|
| Net increase (decrease) in net assets resulting from operations per share |
|
|
|
|
| Basic (in Dollars per share) |
[1] |
(0.001)
|
0.055
|
0.1
|
| Diluted (in Dollars per share) |
[1] |
$ (0.001)
|
$ 0.055
|
$ 0.1
|
| Weighted average shares of common stock outstanding |
|
|
|
|
| Basic (in Shares) |
|
120,486,061
|
120,486,061
|
120,486,061
|
| Diluted (in Shares) |
|
120,486,061
|
120,486,061
|
120,486,061
|
| Non-Control/Non-Affiliate Investments |
|
|
|
|
| INVESTMENT INCOME |
|
|
|
|
| Other income |
|
$ 8,140
|
$ 17,996
|
$ 24,060
|
| Non-Investment Sources |
|
|
|
|
| INVESTMENT INCOME |
|
|
|
|
| Other income |
|
$ 1,163
|
$ 24,318
|
$ 745
|
|
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v3.25.0.1
Statements of Changes in Net Assets - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
| Statements Of Changes In Net Assets Abstract |
|
|
|
| Net assets at beginning of year |
$ 32,083,462
|
$ 34,472,992
|
$ 22,479,540
|
| Increase (decrease) in net assets resulting from operations: |
|
|
|
| Net investment income (loss) |
816,574
|
(778,954)
|
(879,786)
|
| Realized gain (loss) on investments |
(1,200)
|
4,368,297
|
|
| Net change in unrealized gain (loss) on investments |
(994,274)
|
3,057,582
|
12,873,238
|
| Net increase (decrease) in net assets resulting from operations |
(178,900)
|
6,646,925
|
11,993,452
|
| Distributions |
|
|
|
| Dividends declared |
|
(9,036,455)
|
|
| Total distributions |
|
(9,036,455)
|
|
| Total increase (decrease) in net assets |
(178,900)
|
(2,389,530)
|
11,993,452
|
| Net Assets at December 31 |
$ 31,904,562
|
$ 32,083,462
|
$ 34,472,992
|
| Common stock |
|
|
|
| Common stock outstanding at the beginning of year (in Shares) |
120,486,061
|
120,486,061
|
120,486,061
|
| Common stock outstanding at the end of year (in Shares) |
120,486,061
|
120,486,061
|
120,486,061
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v3.25.0.1
Statements of Cash Flows - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
| Cash Flows from Operating Activities |
|
|
|
| Net increase (decrease) in net assets resulting from operations |
$ (178,900)
|
$ 6,646,925
|
$ 11,993,452
|
| Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: |
|
|
|
| Portfolio investments |
|
11,168,883
|
230,570
|
| Net realized (gain) loss on investments |
1,200
|
(4,368,297)
|
|
| Net change in unrealized (gain) loss on investments |
994,274
|
(3,057,582)
|
(12,873,238)
|
| Increase in investments due to PIK |
(166,339)
|
|
(97,401)
|
| Allowance for bad debt |
|
(413,896)
|
|
| Changes in other assets and liabilities: |
|
|
|
| Due from portfolio companies |
(250)
|
199,054
|
(25,531)
|
| Interest receivable |
(232,064)
|
224,420
|
10,595
|
| Prepaid expenses |
(11,754)
|
(5,079)
|
(3,863)
|
| Tax receivable |
|
750
|
6,500
|
| Accrued management fees |
(13,045)
|
(170,390)
|
(289,797)
|
| Accounts payable |
(20,624)
|
(23,549)
|
114,184
|
| Due to affiliates |
|
(208,141)
|
(199,484)
|
| Tax expense payable |
64,537
|
|
(1,593)
|
| Deferred fee income |
41,860
|
(17,996)
|
(24,060)
|
| Accrued expenses and other liabilities |
(65,782)
|
63,498
|
(27,163)
|
| Net cash provided by (used in) operating activities |
413,113
|
10,038,600
|
(1,186,829)
|
| Cash Flows from Financing Activities |
|
|
|
| Cash dividends paid |
|
(9,036,455)
|
|
| Net cash provided by (used in) financing activities |
|
(9,036,455)
|
|
| Net increase (decrease) in cash, cash equivalents and restricted cash |
413,113
|
1,002,145
|
(1,186,829)
|
| Cash, cash equivalents and restricted cash at beginning of year |
1,566,546
|
564,401
|
1,751,230
|
| Cash, cash equivalents and restricted cash at end of year |
1,979,659
|
1,566,546
|
564,401
|
| Supplemental disclosure of cash flow financing activities: |
|
|
|
| Interest expense paid |
207
|
4,896
|
188
|
| Income tax paid |
$ 456
|
$ 456
|
$ 1,593
|
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-Section S99
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-Section S99
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
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v3.25.0.1
Schedule of Investments - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
| Fair Value |
|
$ 29,734,953
|
|
$ 30,564,088
|
|
| Amortized Cost |
|
$ 39,400,702
|
|
$ 39,235,563
|
|
| % of Net Assets |
|
93.20%
|
|
95.26%
|
|
| Non-control/non-affiliate investments [Member] |
|
|
|
|
|
| Fair Value |
[1],[2] |
$ 11,153,531
|
|
|
|
| Amortized Cost |
[1] |
$ 12,047,429
|
|
|
|
| % of Net Assets |
[1] |
34.96%
|
|
|
|
| Total Portfolio Investments [Member] |
|
|
|
|
|
| Fair Value |
[1],[2] |
$ 29,734,953
|
|
|
|
| Amortized Cost |
[1] |
$ 39,400,702
|
|
|
|
| % of Net Assets |
[1] |
93.20%
|
|
|
|
| Total Investments [Member] |
|
|
|
|
|
| Fair Value |
[1],[2] |
$ 29,734,953
|
|
|
|
| Amortized Cost |
[1] |
$ 39,400,702
|
|
|
|
| % of Net Assets |
[1] |
93.20%
|
|
|
|
| Control investments [Member] |
|
|
|
|
|
| Fair Value |
[2] |
$ 18,581,422
|
[1] |
$ 18,499,943
|
[3] |
| Amortized Cost |
|
$ 27,353,273
|
[1] |
$ 27,353,273
|
[3] |
| % of Net Assets |
|
58.24%
|
[1] |
57.66%
|
[3] |
| Control investments [Member] | Advantis Certified Staffing Solutions, Inc. [Member] |
|
|
|
|
|
| Fair Value |
[2] |
$ 4,736,141
|
[1] |
$ 3,656,647
|
[3] |
| Amortized Cost |
|
$ 6,331,585
|
[1] |
$ 6,331,585
|
[3] |
| % of Net Assets |
|
14.84%
|
[1] |
11.40%
|
[3] |
| Control investments [Member] | Integrated Medical Partners, LLC [Member] |
|
|
|
|
|
| Fair Value |
[2] |
$ 173,399
|
[1] |
$ 184,999
|
[3] |
| Amortized Cost |
|
$ 5,742,667
|
[1] |
$ 5,742,667
|
[3] |
| % of Net Assets |
|
0.54%
|
[1] |
0.58%
|
[3] |
| Control investments [Member] | Rockfish Holdings, LLC [Member] |
|
|
|
|
|
| Fair Value |
[2] |
$ 12,128,041
|
[1] |
$ 12,959,968
|
[3] |
| Amortized Cost |
|
$ 12,753,540
|
[1] |
$ 12,753,540
|
[3] |
| % of Net Assets |
|
38.02%
|
[1] |
40.39%
|
[3] |
| Control investments [Member] | Second Lien Loan [Member] | Advantis Certified Staffing Solutions, Inc. [Member] |
|
|
|
|
|
| Fair Value |
[2],[5],[6] |
$ 4,736,141
|
[1],[4] |
$ 3,656,647
|
[3],[7] |
| Acquisition Date |
[5],[6] |
Mar. 13, 2015
|
[1],[4] |
Mar. 13, 2015
|
[3],[7] |
| Amortized Cost |
[5],[6] |
$ 4,500,000
|
[1],[4] |
$ 4,500,000
|
[3],[7] |
| Principal Amount |
[5],[6] |
$ 4,500,000
|
[1],[4],[8],[9] |
$ 4,500,000
|
[3],[7],[10],[11] |
| % of Net Assets |
[5],[6] |
14.84%
|
[1],[4] |
11.40%
|
[3],[7] |
| Control investments [Member] | Unsecured Loans [Member] | Advantis Certified Staffing Solutions, Inc. [Member] |
|
|
|
|
|
| Fair Value |
[2],[6] |
|
[1] |
|
[3] |
| Acquisition Date |
[6] |
Oct. 01, 2019
|
[1] |
Oct. 01, 2019
|
[3] |
| Amortized Cost |
[6] |
$ 1,381,586
|
[1] |
$ 1,381,586
|
[3] |
| Principal Amount |
[6] |
$ 1,381,586
|
[1] |
$ 1,381,586
|
[3] |
| % of Net Assets |
[6] |
|
[1] |
|
[3] |
| Control investments [Member] | Common Stock – Series A [Member] | Advantis Certified Staffing Solutions, Inc. [Member] |
|
|
|
|
|
| Fair Value |
[2],[6] |
|
[1],[4] |
|
[3],[7] |
| Acquisition Date |
[6] |
Jul. 02, 2017
|
[1],[4] |
Jul. 02, 2017
|
[3],[7] |
| Amortized Cost |
[6] |
$ 10,150
|
[1],[4] |
$ 10,150
|
[3],[7] |
| Principal Amount |
[6] |
$ 225,000
|
[1],[4],[8],[9] |
$ 225,000
|
[3],[7],[10],[11] |
| % of Net Assets |
[6] |
|
[1],[4] |
|
[3],[7] |
| Control investments [Member] | Common Stock – Series B [Member] | Advantis Certified Staffing Solutions, Inc. [Member] |
|
|
|
|
|
| Fair Value |
[2],[6] |
|
[1],[4] |
|
[3],[7] |
| Acquisition Date |
[6] |
Jul. 02, 2017
|
[1],[4] |
Jul. 02, 2017
|
[3],[7] |
| Amortized Cost |
[6] |
$ 428,571
|
[1],[4] |
$ 428,571
|
[3],[7] |
| Principal Amount |
[6] |
$ 9,500,000
|
[1],[4],[8],[9] |
$ 9,500,000
|
[3],[7],[10],[11] |
| % of Net Assets |
[6] |
|
[1],[4] |
|
[3],[7] |
| Control investments [Member] | Warrant [Member] | Advantis Certified Staffing Solutions, Inc. [Member] |
|
|
|
|
|
| Fair Value |
[2],[6] |
|
[1],[4] |
|
[3],[7] |
| Acquisition Date |
[6] |
Jul. 02, 2017
|
[1],[4] |
Jul. 02, 2017
|
[3],[7] |
| Amortized Cost |
[6] |
$ 11,278
|
[1],[4] |
$ 11,278
|
[3],[7] |
| Principal Amount |
[6] |
$ 1
|
[1],[4],[8],[9] |
$ 1
|
[3],[7],[10],[11] |
| % of Net Assets |
[6] |
|
[1],[4] |
|
[3],[7] |
| Control investments [Member] | Warrant One [Member] | Advantis Certified Staffing Solutions, Inc. [Member] |
|
|
|
|
|
| Fair Value |
[2],[6] |
|
[1],[4] |
|
[3],[7] |
| Acquisition Date |
[6] |
Dec. 31, 2016
|
[1],[4] |
Dec. 31, 2016
|
[2],[3],[7] |
| Amortized Cost |
[6] |
|
[1],[4] |
|
[3],[7] |
| Principal Amount |
[6] |
$ 1
|
[1],[4],[8],[9] |
$ 1
|
[3],[7],[10],[11] |
| % of Net Assets |
[6] |
|
[1],[4] |
|
[3],[7] |
| Control investments [Member] | First Lien Loans [Member] | Dominion Medical Management, Inc. [Member] |
|
|
|
|
|
| Fair Value |
[2],[5],[12] |
$ 173,399
|
[1],[4] |
$ 184,999
|
[3],[6],[7] |
| Acquisition Date |
[5],[12] |
Mar. 22, 2018
|
[1],[4] |
Mar. 22, 2018
|
[3],[6],[7] |
| Amortized Cost |
[5],[12] |
$ 1,516,144
|
[1],[4] |
$ 1,516,144
|
[3],[6],[7] |
| Principal Amount |
[5],[12] |
$ 1,516,144
|
[1],[4],[8],[9],[13] |
$ 1,516,144
|
[3],[6],[7],[10],[11],[14] |
| % of Net Assets |
[5],[12] |
0.54%
|
[1],[4] |
0.58%
|
[3],[6],[7] |
| Control investments [Member] | First Lien Loans [Member] | Rockfish Seafood Grill, Inc. [Member] |
|
|
|
|
|
| Fair Value |
[2],[6],[12] |
$ 9,877,041
|
[1] |
$ 10,708,968
|
[3] |
| Acquisition Date |
[6],[12] |
Mar. 13, 2015
|
[1] |
Mar. 13, 2015
|
[3] |
| Amortized Cost |
[6],[12] |
$ 6,352,944
|
[1] |
$ 6,352,944
|
[3] |
| Principal Amount |
[6],[12] |
$ 6,352,944
|
[1],[9] |
$ 6,352,944
|
[3],[11] |
| % of Net Assets |
[6],[12] |
30.96%
|
[1] |
33.38%
|
[3] |
| Control investments [Member] | Preferred Membership, Class A units [Member] | Integrated Medical Partners, LLC [Member] |
|
|
|
|
|
| Fair Value |
[2] |
|
[1],[4] |
|
[3],[6],[7] |
| Acquisition Date |
|
Mar. 13, 2015
|
[1],[4] |
Mar. 13, 2015
|
[3],[6],[7] |
| Amortized Cost |
|
$ 4,196,937
|
[1],[4] |
$ 4,196,937
|
[3],[6],[7] |
| Principal Amount |
|
$ 800
|
[1],[4],[8],[9] |
$ 800
|
[3],[6],[7],[10],[11] |
| % of Net Assets |
|
|
[1],[4] |
|
[3],[6],[7] |
| Control investments [Member] | Preferred Membership, Class B units [Member] | Integrated Medical Partners, LLC [Member] |
|
|
|
|
|
| Fair Value |
[2] |
|
[1],[4] |
|
[3],[6],[7] |
| Acquisition Date |
|
Mar. 13, 2015
|
[1],[4] |
Mar. 13, 2015
|
[3],[6],[7] |
| Amortized Cost |
|
$ 29,586
|
[1],[4] |
$ 29,586
|
[3],[6],[7] |
| Principal Amount |
|
$ 760
|
[1],[4],[8],[9] |
$ 760
|
[3],[6],[7],[10],[11] |
| % of Net Assets |
|
|
[1],[4] |
|
[3],[6],[7] |
| Control investments [Member] | Common Units [Member] | Integrated Medical Partners, LLC [Member] |
|
|
|
|
|
| Fair Value |
[2] |
|
[1],[4] |
|
[3],[6],[7] |
| Acquisition Date |
|
Mar. 13, 2015
|
[1],[4] |
Mar. 13, 2015
|
[2],[3],[6],[7] |
| Amortized Cost |
|
|
[1],[4] |
|
[3],[6],[7] |
| Principal Amount |
|
$ 14,082
|
[1],[4],[8],[9] |
$ 14,082
|
[3],[6],[7],[10],[11] |
| % of Net Assets |
|
|
[1],[4] |
|
[3],[6],[7] |
| Control investments [Member] | Common Stock [Member] | PCC SBH Sub, Inc. [Member] |
|
|
|
|
|
| Fair Value |
[2],[6] |
$ 1,543,841
|
[1],[4] |
$ 1,698,329
|
[3],[7] |
| Acquisition Date |
[6] |
Feb. 06, 2017
|
[1],[4] |
Feb. 06, 2017
|
[3],[7] |
| Amortized Cost |
[6] |
$ 2,525,481
|
[1],[4] |
$ 2,525,481
|
[3],[7] |
| Principal Amount |
[6] |
$ 100
|
[1],[4],[8],[9] |
$ 100
|
[3],[7],[10],[11] |
| % of Net Assets |
[6] |
4.84%
|
[1],[4] |
5.29%
|
[3],[7] |
| Control investments [Member] | Revolving Loan [Member] | Rockfish Seafood Grill, Inc. [Member] |
|
|
|
|
|
| Fair Value |
[2],[6] |
$ 2,251,000
|
[1] |
$ 2,251,000
|
[3] |
| Acquisition Date |
[6] |
Jun. 29, 2015
|
[1] |
Jun. 29, 2015
|
[3] |
| Amortized Cost |
[6] |
$ 2,251,000
|
[1] |
$ 2,251,000
|
[3] |
| Principal Amount |
[6] |
$ 2,251,000
|
[1] |
$ 2,251,000
|
[3] |
| % of Net Assets |
[6] |
7.06%
|
[1] |
7.01%
|
[3] |
| Control investments [Member] | Warrant for Membership Interest [Member] | Rockfish Holdings, LLC [Member] |
|
|
|
|
|
| Fair Value |
[2],[6] |
|
[1],[4] |
|
[3],[7] |
| Acquisition Date |
[6] |
Mar. 13, 2015
|
[1],[4] |
Mar. 13, 2015
|
[3],[7] |
| Amortized Cost |
[6] |
$ 414,960
|
[1],[4] |
$ 414,960
|
[3],[7] |
| % of Net Assets |
[6] |
|
[1],[4] |
|
[3],[7] |
| Principal Amount |
[6] |
10.00%
|
[1],[4] |
10.00%
|
[3],[7] |
| Control investments [Member] | Membership Interest – Class A [Member] | Rockfish Holdings, LLC [Member] |
|
|
|
|
|
| Fair Value |
[6] |
|
[1],[2],[4] |
|
[3],[7] |
| Acquisition Date |
[6] |
Mar. 13, 2015
|
[1],[4] |
Mar. 13, 2015
|
[3],[7] |
| Amortized Cost |
[6] |
$ 3,734,636
|
[1],[4] |
$ 3,734,636
|
[3],[7] |
| % of Net Assets |
[6] |
|
[1],[4] |
|
[3],[7] |
| Principal Amount |
[6] |
99.997%
|
[1],[4] |
99.997%
|
[3],[7] |
| Non-control/non-affiliate investments [Member] |
|
|
|
|
|
| Fair Value |
[2],[3] |
|
|
$ 12,064,145
|
|
| Amortized Cost |
[3] |
|
|
$ 11,882,290
|
|
| % of Net Assets |
[3] |
|
|
37.60%
|
|
| Non-control/non-affiliate investments [Member] | Performance Alloys, LLC [Member] |
|
|
|
|
|
| Fair Value |
[2] |
$ 11,153,531
|
[1] |
$ 12,062,945
|
[3] |
| Amortized Cost |
|
$ 12,047,429
|
[1] |
$ 11,881,090
|
[3] |
| % of Net Assets |
|
34.96%
|
[1] |
37.60%
|
[3] |
| Non-control/non-affiliate investments [Member] | Second Lien Loan [Member] | Performance Alloys, LLC [Member] |
|
|
|
|
|
| Fair Value |
[2],[6] |
$ 6,916,339
|
[1],[12] |
$ 7,320,000
|
[3] |
| Acquisition Date |
[6] |
Jul. 01, 2016
|
[1],[12] |
Jul. 01, 2016
|
[3] |
| Amortized Cost |
[6] |
$ 6,916,339
|
[1],[12] |
$ 6,750,000
|
[3] |
| Principal Amount |
[6] |
$ 6,916,339
|
[1],[12] |
$ 6,750,000
|
[3] |
| % of Net Assets |
[6] |
21.68%
|
[1],[12] |
22.82%
|
[3] |
| Non-control/non-affiliate investments [Member] | Membership Interest – Class B [Member] | Performance Alloys, LLC [Member] |
|
|
|
|
|
| Fair Value |
[2],[6] |
$ 4,237,192
|
[1] |
$ 4,742,945
|
[3],[7] |
| Acquisition Date |
[6] |
Jul. 01, 2016
|
[1] |
Jul. 01, 2016
|
[3],[7] |
| Amortized Cost |
[6] |
$ 5,131,090
|
[1] |
$ 5,131,090
|
[3],[7] |
| % of Net Assets |
[6] |
13.28%
|
[1] |
14.78%
|
[3],[7] |
| Principal Amount |
[6] |
25.97%
|
[1] |
25.97%
|
[3],[7] |
| Non-control/non-affiliate investments [Member] | Common Stock Shares [Member] | Rampart Detection Systems, Ltd. [Member] |
|
|
|
|
|
| Fair Value |
[2],[3],[7],[15] |
|
|
$ 1,200
|
|
| Acquisition Date |
[3],[7],[15] |
|
|
Mar. 13, 2015
|
|
| Amortized Cost |
[2],[3],[7],[15] |
|
|
$ 1,200
|
|
| Principal Amount |
[3],[7],[15] |
|
|
$ 600,000
|
|
| % of Net Assets |
[3],[7],[15] |
|
|
|
|
| Total Portfolio Investments [Member] |
|
|
|
|
|
| Fair Value |
[2],[3] |
|
|
$ 30,564,088
|
|
| Amortized Cost |
[3] |
|
|
$ 39,235,563
|
|
| % of Net Assets |
[3] |
|
|
95.26%
|
|
| Total Investments [Member] |
|
|
|
|
|
| Fair Value |
[2],[3] |
|
|
$ 30,564,088
|
|
| Amortized Cost |
[3] |
|
|
$ 39,235,563
|
|
| % of Net Assets |
[3] |
|
|
95.26%
|
|
|
|
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v3.25.0.1
Schedule of Investments (Parentheticals) - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
| Investment payment in kind rate |
|
4.00%
|
[1],[2],[3] |
6.00%
|
[4],[5],[6] |
| Control investments [Member] | Second Lien Loan [Member] | Advantis Certified Staffing Solutions, Inc. [Member] |
|
|
|
|
|
| Investment cash rate |
[3],[10] |
12.00%
|
[7],[8],[9] |
12.00%
|
[5],[6],[11],[12] |
| Investment maturity date |
[3],[10] |
Nov. 30, 2021
|
[7],[8],[9] |
Nov. 30, 2021
|
[5],[6],[11],[12] |
| Control investments [Member] | Unsecured Loans [Member] | Advantis Certified Staffing Solutions, Inc. [Member] |
|
|
|
|
|
| Investment cash rate |
[3] |
6.33%
|
[2] |
6.33%
|
[12] |
| Investment maturity date |
[3] |
Dec. 31, 2024
|
[2] |
Dec. 31, 2023
|
[12] |
| Control investments [Member] | Warrant [Member] | Advantis Certified Staffing Solutions, Inc. [Member] |
|
|
|
|
|
| Investment maturity date |
[3] |
Jan. 01, 2027
|
[2],[7],[8],[9] |
Jan. 01, 2027
|
[5],[6],[11],[12] |
| Investment warrant (in Shares) |
[3] |
250,000
|
[2],[7],[8],[9] |
250,000
|
[5],[6],[11],[12] |
| Investment exercise price (in Dollars) |
[3] |
$ 0.01
|
[2],[7],[8],[9] |
$ 0.01
|
[5],[6],[11],[12] |
| Control investments [Member] | Warrant One [Member] | Advantis Certified Staffing Solutions, Inc. [Member] |
|
|
|
|
|
| Investment maturity date |
[3] |
Jan. 01, 2027
|
[2],[7],[8],[9] |
Jan. 01, 2027
|
[5],[6],[11],[12] |
| Investment warrant (in Shares) |
[3] |
700,000
|
[2],[7],[8],[9] |
700,000
|
[5],[6],[11],[12] |
| Investment exercise price (in Dollars) |
[3] |
$ 0.01
|
[2],[7],[8],[9] |
$ 0.01
|
[5],[6],[11],[12] |
| Control investments [Member] | First Lien Loans [Member] | Dominion Medical Management, Inc. [Member] |
|
|
|
|
|
| Investment cash rate |
[1],[10] |
12.00%
|
[2],[7],[8],[9],[13] |
12.00%
|
[3],[4],[5],[6],[11],[12] |
| Investment maturity date |
[1],[10] |
Mar. 31, 2020
|
[2],[7],[8],[9],[13] |
Mar. 31, 2020
|
[3],[4],[5],[6],[11],[12] |
| Investment payment in kind rate |
[1],[10] |
6.00%
|
[2],[7],[8],[9],[13] |
6.00%
|
[3],[11],[12] |
| Control investments [Member] | First Lien Loans [Member] | Rockfish Seafood Grill, Inc. [Member] |
|
|
|
|
|
| Investment cash rate |
[1],[3] |
8.00%
|
[2],[8] |
8.00%
|
[6],[12] |
| Investment maturity date |
[1],[3] |
Mar. 31, 2018
|
[2],[8] |
Mar. 31, 2018
|
[6],[12] |
| Investment payment in kind rate |
[1],[3] |
6.00%
|
[2],[8] |
6.00%
|
[6],[12] |
| Control investments [Member] | Revolving Loan [Member] | Rockfish Seafood Grill, Inc. [Member] |
|
|
|
|
|
| Investment cash rate |
[3] |
8.00%
|
[2] |
8.00%
|
[12] |
| Investment maturity date |
[3] |
Dec. 31, 2024
|
[2] |
Dec. 31, 2023
|
[12] |
| Control investments [Member] | Warrant for Membership Interest [Member] | Rockfish Holdings, LLC [Member] |
|
|
|
|
|
| Investment maturity date |
[3] |
Jul. 28, 2028
|
[2],[9] |
Jul. 28, 2028
|
[11] |
| Investment exercise price (in Dollars) |
[3] |
$ 0.001
|
[2],[9] |
$ 0.001
|
[11] |
| Invesment membership interest rate |
[3] |
1.00%
|
[2],[9] |
1.00%
|
[11] |
| Non-control/non-affiliate investments [Member] | Second Lien Loan [Member] | Performance Alloys, LLC [Member] |
|
|
|
|
|
| Investment cash rate |
[3] |
10.00%
|
[1],[2] |
10.00%
|
[12] |
| Investment maturity date |
|
Dec. 31, 2026
|
[1],[2] |
Dec. 31, 2023
|
[3],[12] |
|
|
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|
v3.25.0.1
Schedule of Fair Value of Our Portfolio of Investments - USD ($)
|
Dec. 31, 2023 |
Dec. 31, 2022 |
| Percentage of Net Assets |
93.20%
|
95.26%
|
| Investments at Fair Value |
$ 29,734,953
|
$ 30,564,088
|
| United States [Member] |
|
|
| Percentage of Net Assets |
93.20%
|
95.26%
|
| Investments at Fair Value |
$ 29,734,953
|
$ 30,562,888
|
| Canada [Member] |
|
|
| Percentage of Net Assets |
|
0.00%
|
| Investments at Fair Value |
|
$ 1,200
|
| Casual Dining [Member] |
|
|
| Percentage of Net Assets |
38.02%
|
40.39%
|
| Investments at Fair Value |
$ 12,128,041
|
$ 12,959,968
|
| Nickel Pipe, Fittings and Flanges [Member] |
|
|
| Percentage of Net Assets |
34.96%
|
37.60%
|
| Investments at Fair Value |
$ 11,153,531
|
$ 12,062,945
|
| Staffing [Member] |
|
|
| Percentage of Net Assets |
14.84%
|
11.40%
|
| Investments at Fair Value |
$ 4,736,141
|
$ 3,656,647
|
| Energy Services [Member] |
|
|
| Percentage of Net Assets |
4.84%
|
5.29%
|
| Investments at Fair Value |
$ 1,543,841
|
$ 1,698,329
|
| Medical Business Services [Member] |
|
|
| Percentage of Net Assets |
0.54%
|
0.58%
|
| Investments at Fair Value |
$ 173,399
|
$ 184,999
|
| Security [Member] |
|
|
| Percentage of Net Assets |
|
0.00%
|
| Investments at Fair Value |
|
$ 1,200
|
| X |
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v3.25.0.1
Nature of Operations and Description of Restatement
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Nature of Operations and Description of Restatement [Abstract] |
|
| NATURE OF OPERATIONS AND DESCRIPTION OF RESTATEMENT |
NOTE 1 – NATURE OF OPERATIONS AND DESCRIPTION OF RESTATEMENT
References herein to “we”, “us”
or “our” refer to Princeton Capital Corporation (the “Company” or “Princeton Capital”), unless the
context specifically requires otherwise.
Princeton Capital Corporation, a Maryland corporation,
was incorporated under the general laws of the State of Maryland on July 25, 2013. We are a non-diversified, closed-end investment company
that has filed an election to be regulated as a business development company (“BDC”), under the Investment Company Act of
1940, as amended (the “1940 Act”). A goal of a BDC is to annually qualify and elect to be treated as a regulated investment
company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company,
however, did not meet the requirements to qualify as a RIC for the 2023 tax year and will be taxed as a corporation under Subchapter
C of the Code and does not expect to meet the qualifications of a RIC until such time as certain strategic alternatives are achieved.
While we have sought to invest primarily in private small and lower middle-market companies in various industries through first lien
loans, second lien loans, unsecured loans, unitranche and mezzanine debt financing, often times with a corresponding equity investment,
we are now (with a strategic alternatives process underway and limited resources) investing only in current investments and otherwise
conserving cash. Our investment objective is to maximize the total return to our stockholders in the form of current income and capital
appreciation through debt and related equity investments.
Prior to March 13, 2015, Princeton Capital’s
predecessor operated under the name Regal One Corporation (“Regal One”). Regal One had been located in Scottsdale, Arizona,
and was a Florida corporation initially incorporated in 1959 as Electro-Mechanical Services Inc. Since inception, Regal One had been
involved in several industries. In 1998, Electro-Mechanical Services Inc. changed its name to Regal One Corporation.
On March 7, 2005, Regal One’s board of
directors determined it was in the shareholders’ best interest to change the focus of its operations to providing financial consulting
services through its network of advisors and professionals, and to be regulated as a BDC under the 1940 Act. On September 16, 2005, Regal
One filed a Form N54A (Notification of Election by Business Development Companies) with the Securities and Exchange Commission (“SEC”),
which transformed Regal One into a BDC in accordance with sections 55 through 65 of the 1940 Act. Regal One reported as an operating
BDC from March 31, 2006 until March 13, 2015 and since March 13, 2015 (following the Reincorporation described below) Princeton Capital
has reported as an operating BDC.
On December 27, 2017, the Board approved (specifically
in accordance with Rule 15a-4(b)(1)(ii) of the Investment Company Act) and authorized the Company to enter into an Interim Investment
Advisory Agreement between the Company and House Hanover, LLC, a Delaware limited liability company (“House Hanover”) (the
“Interim Investment Advisory Agreement”), in accordance with Rule 15a-4 of the Investment Company Act. The effective date
of the Interim Investment Advisory Agreement was January 1, 2018.
On April 5, 2018, the Board, including a majority
of the independent directors, conditionally approved the Investment Advisory Agreement between the Company and House Hanover (the “House
Hanover Investment Advisory Agreement”) subject to the approval of the Company’s stockholders at the 2018 Annual Meeting
of Stockholders. The House Hanover Investment Advisory Agreement replaced the Interim Investment Advisory Agreement. On May 30, 2018,
the Company’s stockholders approved the House Hanover Investment Advisory Agreement. The effective date of the House Hanover Investment
Advisory Agreement was May 31, 2018. The House Hanover Investment Advisory Agreement was last annually renewed by the Board and by a
majority of the members of the Board who are not parties to the House Hanover Investment Advisory Agreement or “interested persons”
(as such term is defined in the 1940 Act) of any such party, in accordance with the requirements of the 1940 Act and the House Hanover
Investment Advisory Agreement on May 15, 2023.
Since January 1, 2018, House Hanover has acted
as our investment advisor under the Interim Investment Advisory Agreement (from January 1, 2018 until May 31, 2018) and the House Hanover
Investment Advisory Agreement (since May 31, 2018). On November 15, 2019, our Board announced that
the Company has initiated a strategic review process to identify, examine, and consider a range of strategic alternatives available to
the Company, including but not limited to, (i) selling the Company’s assets to a business development company or other potential
buyer, (ii) merging with another business development company, (iii) liquidating the Company’s assets in accordance with a plan
of liquidation, (iv) raising additional funds for the Company, or (v) otherwise entering into another business combination, with the
objective of maximizing stockholder value. As of December 31, 2023 and through the date of filing this Annual Report, the Company has
not entered into any strategic alternative and the strategic process remains ongoing.
Restatement of previously issued financial
statements
As further described below, the Company’s
audited financial statements for the year ended December 31, 2023 have been restated to reflect the correction of a material error in
Note 10 of Notes to Financial Statements.
Restatement
The need for the restatement arose out of
the determination that the Company inadvertently reported incorrect summarized financial information for Advantis in Advantis’
balance sheet and income statement in Note 10 of Notes to Financial Statements. With respect to the balance sheet, current assets erroneously
did not include an adjusting journal entry to write off a receivable that was deemed no longer collectible in the amount of $285,425
and current liabilities erroneously did not include adjusting journal entries that had a net increase to liabilities of $373,996, of
which $477,500 was an increase to liabilities related to the expected results of an ongoing litigation matter and ($103,504) was a net
decrease to liabilities from a write off of amounts no longer owed. With respect to the income statement, incorrect information was reported
with respect to net revenue, gross profit and net income. Net revenue and gross profit erroneously included intercompany transactions
in the amount of $1,952,381 that are eliminated for consolidated presentation. Net income erroneously included the same intercompany
transactions in the amount of $1,952,381 that are eliminated for consolidated presentation. The remaining difference included adjusting
journal entries for a net decrease to net income of ($659,421), of which $103,504 from operations was a net increase to net income and
($762,925), expected results of an ongoing litigation matter, was a net decrease to net income (collectively, the “Errors”).
The following table summarizes the effect
of the Errors on the Company’s Notes to Financial Statements for the year ended December 31, 2023:
Advantis Certified Staffing Solutions,
Inc.
| | |
As of
December 31,
2023
as Reported | | |
Adjustments | | |
As of
December 31,
2023
as Restated | |
| Balance Sheet | |
| | | |
| | | |
| | |
| Current Assets | |
$ | 4,307 | | |
$ | (286 | ) | |
$ | 4,021 | |
| Noncurrent Assets | |
| - | | |
| - | | |
| - | |
| Current Liabilities | |
| 12,906 | | |
| 374 | | |
| 13,280 | |
| Noncurrent Liabilities | |
| - | | |
| - | | |
| - | |
| | |
Year
Ended
December 31,
2023
as Reported | | |
Adjustments | | |
Year
Ended
December 31,
2023
as Restated | |
| Income Statement | |
| | | |
| | | |
| | |
| Net Revenue (Loss) | |
$ | 9,202 | | |
$ | (1,953 | ) | |
$ | 7,249 | |
| Gross Profit | |
| 3,608 | | |
| (1,953 | ) | |
| 1,655 | |
| Net Income (Loss) | |
| 3,126 | | |
| (2,612 | ) | |
| 514 | |
|
| X |
- DefinitionThe entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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v3.25.0.1
Significant Accounting Policies
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Significant Accounting Policies [Abstract] |
|
| SIGNIFICANT ACCOUNTING POLICIES |
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been
prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In accordance
with Regulation S-X under the Securities Act of 1933 and Securities Exchange Act of 1934, the Company does not consolidate portfolio
company investments. The accounting records of the Company are maintained in U.S. dollars. As an investment company, as defined by the
1940 Act, the Company follows investment company accounting and reporting guidance of Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) Topic 946 – Financial Services - Investment Companies, which is U.S. GAAP.
Use of Estimates
The preparation of financial statements in conformity
with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of income and expenses during the reporting period. Changes in the economic
environment, financial markets, creditworthiness of our portfolio companies and any other parameters used in determining these estimates
could cause actual results to differ. It is likely that changes in these estimates will occur in the near term. The Company’s estimates
are inherently subjective in nature and actual results could differ materially from such estimates.
Portfolio Investment Classification
The Company classifies its investments in accordance
with the requirements of the 1940 Act. Under the 1940 Act, “Control Investments” are defined as investments in companies
in which the Company owns more than 25% of the voting securities or maintains greater than 50% of the board representation. Under the
1940 Act, “Affiliated Investments” are defined as those non-control investments in companies in which the Company owns between
5% and 25% of the voting securities. Under the 1940 Act, “Non-affiliated Investments” are defined as investments that are
neither Control Investments nor Affiliated Investments. As of December 31, 2023, the Company had control investments in Advantis Certified
Staffing Solutions, Inc., PCC SBH Sub, Inc., Rockfish Holdings, LLC, Rockfish Seafood Grill, Inc., Integrated Medical Partners, LLC and
Dominion Medical Management, Inc. as defined under the 1940 Act. As of December 31, 2022, the Company had control investments in Advantis
Certified Staffing Solutions, Inc., PCC SBH Sub, Inc., Rockfish Holdings, LLC, Rockfish Seafood Grill, Inc., Integrated Medical Partners,
LLC and Dominion Medical Management, Inc. as defined under the 1940 Act.
Investments are recognized when we assume an
obligation to acquire a financial instrument and assume the risks for gains or losses related to that instrument. Investments are derecognized
when we assume an obligation to sell a financial instrument and forgo the risks for gains and losses related to that instrument. Specifically,
we record all security transactions on a trade date basis. Investments in other non-security financial instruments, such as limited partnerships
or private companies, are recorded on the basis of subscription date or redemption date, as applicable. Amounts for investments recognized
or derecognized but not yet settled are reported as receivables for investments sold or payable for investments acquired, respectively,
in the Statements of Assets and Liabilities. Valuation of Investments
In accordance with U.S. GAAP, fair value is defined
as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly
transaction between market participants at the measurement date.
In determining fair value, our board of directors
uses various valuation approaches. In accordance with U.S. GAAP, ASC 820 establishes a fair value hierarchy for inputs and is used in
measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most
observable inputs be used when available.
Observable inputs are those that market participants
would use in pricing the asset or liability based on market data obtained from sources independent of the board of directors. Unobservable
inputs reflect our board of director’s assumptions about the inputs market participants would use in pricing the asset or liability
developed based on the best information available in the circumstances.
With respect to investments for which market
quotations are not readily available, our board of directors undertakes a multi-step valuation process each quarter, as described below:
| ● | Our quarterly valuation process
begins with each portfolio company or investment being initially valued by an independent
valuation firm, except for those investments where market quotations are readily available. |
| ● | Preliminary valuation conclusions
are then documented and discussed with our senior management and our investment advisor. |
| ● | The valuation committee of our board
of directors then reviews these preliminary valuations and approves them for recommendation
to the board of directors. |
| ● | The board of directors then discusses
valuations and determines the fair value of each investment in our portfolio in good faith,
based on the input of our investment advisor, the independent valuation firm and the valuation
committee. |
U.S. GAAP establishes a framework for measuring
fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs to
valuation techniques used to measure fair value into three levels. The level in the fair value hierarchy within which the fair value
measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the
fair value hierarchy are as follows:
Level 1 — Valuations based on
unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation
adjustments and block discounts are not applied to Level 1 securities. Since valuations are based on quoted prices that are readily and
regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
Level 2 — Valuations based on
quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 — Valuations based on
inputs that are unobservable and significant to the overall fair value measurement.
The availability of valuation techniques and
observable inputs can vary from security to security and is affected by a wide variety of factors including, the type of security, whether
the security is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent
that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires
more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence
of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values
may be materially higher or lower than the values that would have been used had a ready market for the securities existed. Accordingly,
the degree of judgment exercised by the board of directors in determining fair value is greatest for securities categorized in Level
3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases,
for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined
based on the lowest level input that is significant to the fair value measurement. For the fair value measurements as of December 31,
2023, there were no changes in the valuation technique for the Company’s investments from the prior quarter. Fair value is a market-based measure considered
from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not
readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset
or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including periods
of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This
condition could cause a security to be reclassified to a lower level within the fair value hierarchy.
Valuation Processes
The Company establishes valuation processes and
procedures to ensure that the valuation techniques for investments that are categorized within Level 3 of the fair value hierarchy are
fair, consistent, and verifiable. The Company’s board of directors designates a Valuation Committee (the “Committee”)
to oversee the entire valuation process of the Company’s Level 3 investments. The Committee is comprised of independent directors
and reports to the Company’s board of directors. The Committee is responsible for developing the Company’s written valuation
processes and procedures, conducting periodic reviews of the valuation policies, and evaluating the overall fairness and consistent application
of the valuation policies.
The Committee meets on a quarterly basis, or
more frequently as needed, to determine the valuations of the Company’s Level 3 investments. Valuations determined by the Committee
are required to be supported by market data, third-party pricing sources, industry accepted pricing models, counterparty prices, or other
methods that the Committee deems to be appropriate.
The Company will periodically test its valuations
of Level 3 investments through performing back testing of the sales of such investments by comparing the amounts realized against the
most recent fair values reported, and if necessary, uses the findings to recalibrate its valuation procedures. On a quarterly basis,
the Company engages the services of a nationally recognized third-party valuation firm to perform an independent valuation of the Company’s
Level 3 investments. This valuation firm provides a range of values for selected investments, which is presented to the Valuation
Committee to determine the value for each of the selected investments.
Investment Valuation
We expect that most of our portfolio investments
will take the form of securities that are not publicly traded. The fair value of loans, securities and other investments that are not
publicly traded may not be readily determinable, and we will value these investments at fair value as determined in good faith by our
board of directors, including reflecting significant events affecting the value of our investments. Most, if not all, of our investments
(other than cash and cash equivalents) will be classified as Level 3 under Financial Accounting Standards Board Accounting Standards
Codification “Fair Value Measurements and Disclosures”, or ASC 820. This means that our portfolio valuations will be based
on unobservable inputs and our own assumptions about how market participants would price the asset or liability in question. We expect
that inputs into the determination of fair value of our portfolio investments will require significant management judgment or estimation.
Even if observable market data are available, such information may be the result of consensus pricing information or broker quotes, which
include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus
pricing and/or quotes accompanied by disclaimers materially reduces the reliability of such information. We expect to retain the services
of one or more independent service providers to review the valuation of these loans and securities. The types of factors that the board
of directors may take into account in determining the fair value of our investments generally include, as appropriate, comparison to
publicly traded securities including such factors as yield, maturity and measures of credit quality, the enterprise value of a portfolio
company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and
discounted cash flow, the markets in which the portfolio company does business and other relevant factors. Because such valuations, and
particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time
and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a
ready market for these loans and securities existed. Our net asset value could be adversely affected if our determinations regarding
the fair value of our investments were materially higher than the values that we ultimately realize upon the disposal of such loans and
securities. We will adjust the valuation of our portfolio
quarterly to reflect our board of directors’ determination of the fair value of each investment in our portfolio. Any changes in
fair value are recorded in our statement of operations as net change in unrealized gain or loss on investments.
Debt Securities
The Company’s portfolio consists primarily
of first lien loans, second lien loans, and unsecured loans. Investments for which market quotations are readily available (“Level
2 Loans”) are generally valued using market quotations, which are generally obtained from an independent pricing service or broker-dealers.
For other debt investments (“Level 3 Loans”), market quotations are not available and other techniques are used to determine
fair value. The Company considers its Level 3 Loans to be performing if the borrower is not in default, the borrower is remitting payments
in a timely manner, the loan is in covenant compliance or is otherwise not deemed to be impaired. In determining the fair value of the
performing Level 3 Loans, the Board considers fluctuations in current interest rates, the trends in yields of debt instruments with similar
credit ratings, financial condition of the borrower, economic conditions, success and prepayment fees, and other relevant factors, both
qualitative and quantitative. In the event that a Level 3 Loan instrument is not performing, as defined above, the Board may evaluate
the value of the collateral utilizing the same framework described above for a performing loan to determine the value of the Level 3
Loan instrument.
Equity Investments
Our equity investments, including common stock,
membership interests, and warrants, are generally valued using a market approach and income approach. The income approach utilizes primarily
the discount rate to value the investment whereas the primary inputs for the market approach are the earnings before interest, taxes,
depreciation and amortization (“EBITDA”) multiple and revenue multiples. The Black-Scholes Option Pricing Model, a valuation
technique that follows the income approach, is used to allocate the value of the equity to the investment. The pricing model takes into
account the contract terms (including maturity) as well as multiple inputs, including time value, implied volatility, equity prices,
risk free rates, and interest rates.
Valuation of Other Financial Instruments
The carrying amounts of the Company’s other,
non-investment, financial instruments, consisting of cash, receivables, accounts payable, and accrued expenses, approximate fair value
due to their short-term nature.
Cash, Cash Equivalents and Restricted Cash
The Company deposits its cash and restricted
cash in financial institutions and, at times, such balances may be in excess of the Federal Deposit Insurance Corporation insured limit;
however, management does not believe it is exposed to any significant credit risk. Cash equivalents are short-term, highly liquid investments
that are readily convertible to known amounts of cash and present insignificant risk of changes in value.
The following table provides a reconciliation
of cash and restricted cash reporting within the Statements of Assets and Liabilities that sum to the total of the same such amounts
shown in the Statements of Cash Flows:
| | |
December 31, | | |
December 31, | |
| | |
2023 | | |
2022 | |
| Cash and Cash Equivalents | |
$ | 1,937,768 | | |
$ | 1,525,723 | |
| Restricted Cash | |
| 41,891 | | |
| 40,823 | |
| Total Cash, Cash Equivalents and Restricted Cash | |
$ | 1,979,659 | | |
$ | 1,566,546 | |
As of December 31, 2023 and December 31, 2022,
restricted cash consisted of cash held for deposit with law firms that represents the Company in its litigation with Great Value Storage,
LLC. U.S. Treasury Bills
At the end of each fiscal quarter, we may take
proactive steps to be in compliance with the RIC diversification requirements under Subchapter M of the Code, which are dependent upon
the composition of our total assets at quarter end. We may accomplish this in several ways, including purchasing U.S. Treasury Bills
and closing out positions after quarter-end. As of December 31, 2023 and December 31, 2022, the Company did not purchase any U.S. Treasury
Bills. The Company does not expect to meet the qualifications of a RIC nor anticipate buying U.S. Treasury Bills until such time as certain
strategic alternatives are achieved.
Revenue Recognition
Realized gains or losses on the sale of investments
are calculated using the specific identification method. The Company measures realized gains or losses by the difference between the
net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or
depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties.
Interest income, adjusted for amortization of
premium and accretion of discount, is recorded on an accrual basis. Origination, closing and/or commitment fees associated with senior
and subordinated secured loans are accreted into interest income over the respective terms of the applicable loans. Upon the prepayment
of a senior or subordinated secured loan, any prepayment penalties and unamortized loan origination, closing and commitment fees are
recorded as interest income. Generally, when a payment default occurs on a loan in the portfolio, or if the Company otherwise believes
that the borrower will not be able to make contractual interest payments, the Company may place the loan on non-accrual status and cease
recognizing interest income on the loan until all principal and interest is current through payment, or until a restructuring occurs,
and the interest income is deemed to be collectible. The Company may make exceptions to this policy if a loan has sufficient collateral
value, is in the process of collection or is viewed to be able to pay all amounts due if the loan were to be collected on through an
investment in or sale of the business, the sale of the assets of the business, or some portion or combination thereof.
Dividend income is recorded on the ex-dividend
date.
Structuring fees, excess deal deposits, prepayment
fees and similar fees are recognized as income as earned, usually when paid.
Other fee income from investment sources can
include loan fees, annual fees or monitoring fees from our portfolio investments and are included in other income from non-control/non-affiliate
investments and other income from non-investment sources. Income from such sources for the years ended December 31, 2023, 2022 and 2021
was $8,140, $17,996 and $24,060, respectively.
Other income from non-investment sources is generally
comprised of interest income earned on cash held in a bank account. For the year ended December 31, 2022, $24,000 of the other income
from non-investment sources resulted from the reversal of previously accrued administration fees.
Payment-in-Kind Interest (“PIK”)
We have investments in our portfolio that contain
a PIK interest provision. Any PIK interest is added to the principal balance of such investments and is recorded as income, if the portfolio
company valuation indicates that such PIK interest is collectible. For the years ended December 31, 2023, 2022 and 2021 PIK interest
was $166,339, $0 and $97,401, respectively. In order to qualify as a RIC, substantially all of this income must be paid out to stockholders
in the form of dividends, even if we have not collected any cash. Net Change in Unrealized Gain or Loss
Net change in unrealized gain or loss will reflect
the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation
or depreciation, when gains or losses are realized.
Legal Fees
Legal fees invoiced to the Company for the years
ended December 31, 2023, 2022 and 2021, were incurred in the normal operating course of business and are included in legal fees on the
Statements of Operations.
The Company incurred legal fees related to the
lawsuit against Great Value Storage, LLC (“GVS”). The amounts invoiced to the Company, prior to the final judgment received
on March 4, 2021, for the years ended December 31, 2021 were $14,423. These amounts are recoverable per the loan agreements and are invoiced
to GVS and included in the account Due from portfolio companies on the Statements of Assets and Liabilities. The amount invoiced to the
Company after the final judgment received on March 4, 2021, for the years ended December 31, 2023, 2022 and 2021 was $4,631, $511,441
and $200,857, respectively. These amounts are for fees incurred to recover our judgment and were expensed to legal fees on the Statements
of Operations.
Federal and State Income Taxes
The Company was taxed as a regular corporation
(a “C corporation”) under subchapter C of the Internal Revenue Code of 1986, as amended (the “Code”), for its
2022 and 2021 taxable years. The Company uses the liability method of accounting for income taxes. Deferred tax assets and liabilities
are recorded for tax loss carryforwards and temporary differences between the tax basis of assets and liabilities and their reported
amounts in the financial statements, using statutory tax rates in effect for the year in which the temporary differences are expected
to reverse. A valuation allowance is provided against deferred tax assets when it is more likely than not that some portion or all of
the deferred tax assets will not be realized.
The Company did not meet the qualifications of
a RIC for the 2022 and 2021 tax years and was taxed as a corporation under the Code. The failure to qualify as a RIC did not impact the
2022 or 2021 tax years as the Company incurred tax losses. As a result of the losses incurred for the years ended December 31, 2022 and
2021, the Company intends to carry forward the net operating losses to future periods in which the Company generates taxable income to
reduce its tax liability.
The Company did not meet the qualifications of
a RIC for the 2023 tax year and will be taxed as a corporation under the Code. It may not be in the best interests of the Company’s
stockholders to elect to be taxed as a RIC at the present time due to the net operating losses and capital loss carryforwards the Company
currently has. Further, we do not expect to meet the qualifications of a RIC until such time as certain strategic alternatives are achieved.
Management will make a determination that is in the best interests of the Company and its stockholders.
In order to qualify as a RIC, among other things,
the Company is required to distribute to its stockholders on a timely basis at least 90% of investment company taxable income, as defined
by the Code, for each year. So long as the Company achieves its status as a RIC, it generally will not pay corporate-level U.S. federal
and state income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends.
Rather, any tax liability related to income earned by the Company will represent obligations of the Company’s investors and will
not be reflected in the financial statements of the Company. While the Company does not expect to meet the qualifications of a RIC until
such time as certain strategic alternatives are achieved, it can still declare a dividend even though it is not required to do so. The Company evaluates tax positions taken or
expected to be taken while preparing its financial statements to determine whether the tax positions are “more-likely-than-not”
of being sustained by the applicable tax authority. The Company recognizes the tax benefits of uncertain tax positions only where the
position has met the “more-likely-than-not” threshold. The Company classifies penalties and interest associated with income
taxes, if any, as income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based
on factors including, but not limited to, ongoing analyses of tax laws, regulations and interpretations thereof.
Dividends and Distributions
Dividends and distributions to common stockholders
are recorded on the ex-dividend date. The amount, if any, to be paid as a dividend is approved by our board of directors each quarter
and is generally based upon our management’s estimate of our earnings for the quarter.
Dividends and distributions to common stockholders
are recorded on the ex-dividend date. The amount, if any, to be paid as a dividend is approved by our board of directors each quarter
and is generally based upon our management’s estimate of our earnings for the quarter.
For the year ended December 31, 2022, the Company
declared and paid a cash dividend of $0.075 per share of common stock on or about December 1, 2022 to stockholders of record as of the
close of business on November 21, 2022.
For the years ended December 31, 2023 and 2021,
no dividends were declared or distributed to stockholders.
Per Share Information
Basic and diluted earnings (loss) per common
share is calculated using the weighted average number of common shares outstanding for the period presented.
Basic earnings (loss) per share is computed by
dividing earnings (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss)
per share is computed by dividing earnings (loss) per share by the weighted average number of shares outstanding, plus, any potentially
dilutive shares outstanding during the period. For the years ended December 31, 2023, 2022 and 2021, basic and diluted earnings (loss)
per share were the same, since there were no potentially dilutive securities outstanding.
Capital Accounts
Certain capital accounts including undistributed
net investment income, accumulated net realized gain or loss, accumulated net unrealized gain or loss, and paid-in capital in excess
of par, are adjusted, at least annually, for permanent differences between book and tax. In addition, the character of income and gains
to be distributed is determined in accordance with income tax regulations that may differ from U.S. GAAP.
Recent Accounting Pronouncements
In March 2022, the FASB issued ASU 2022-02, “Financial
Instruments - Credit Losses (Topic 326)”, which is intended to address issues identified during the post-implementation review
of ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”.
The amendment, among other things, eliminates the accounting guidance for troubled debt restructurings by creditors in Subtopic 310-40,
“Receivables - Troubled Debt Restructurings by Creditors”, while enhancing disclosure requirements for certain loan refinancings
and restructurings by creditors when a borrower is experiencing financial difficulty. The new guidance is effective for interim and annual
periods beginning after December 15, 2022. The Company has evaluated and will continue to evaluate the impact of the adoption of ASU
2022-02 on its financial statements and disclosures. Presently, the adoption of ASU 2022-02 has no impact on the Company’s financial
statements and disclosures.
In June 2022, the FASB issued Accounting Standards
Update No. 2022-03, or ASU, 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual
Sale Restrictions, or ASU 2022-03, which changed the fair value measurement disclosure requirements of ASC Topic 820, Fair Value Measurements
and Disclosures, or ASC 820. The amendments clarify that a contractual restriction on the sale of an equity security is not considered
part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify
that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The new guidance is effective
for fiscal years beginning after December 15, 2023, including interim periods therein. Early application is permitted. The Company has
evaluated and will continue to evaluate the impact the adoption of this new accounting standard will have on its financial statements,
but the impact of the adoption is not expected to be material. Presently, the adoption of this new accounting standard has no impact
on the Company’s financial statements.
|
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-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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|
v3.25.0.1
Concentration of Credit Risk
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Concentration of Credit Risk [Abstract] |
|
| CONCENTRATION OF CREDIT RISK |
NOTE 3 – CONCENTRATION OF CREDIT RISK
In the normal course of business, the Company
maintains its cash balances in financial institutions, which at times may exceed federally insured limits. The Company is subject to
credit risk to the extent any financial institution with which it conducts business is unable to fulfill contractual obligations on its
behalf. Management monitors the financial condition of such financial institutions and does not anticipate any losses from these counterparties.
|
| X |
- DefinitionThe entire disclosure for any concentrations existing at the date of the financial statements that make an entity vulnerable to a reasonably possible, near-term, severe impact. This disclosure informs financial statement users about the general nature of the risk associated with the concentration, and may indicate the percentage of concentration risk as of the balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 275
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/275/tableOfContent
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v3.25.0.1
Net Increase (Decrease) in Net Assets Resulting from Operations Per Common Share
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Net Increase (Decrease) in Net Assets Resulting from Operations Per Common Share [Abstract] |
|
| NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE |
NOTE 4 – NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS PER COMMON SHARE
The following information sets forth the computation
of basic and diluted net increase (decrease) in net assets resulting from operations per common share for the years ended December 31,
2023, 2022, and 2021.
| |
|
For the Year Ended December 31, |
|
| Per Share Data (1): |
|
2023 |
|
|
2022 |
|
|
2021 |
|
| |
|
|
|
|
|
|
|
|
|
| Net increase (decrease) in net assets resulting from
operations |
|
$ |
(178,900 |
) |
|
$ |
6,646,925 |
|
|
$ |
11,993,452 |
|
| Weighted average shares outstanding for year |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
|
120,486,061 |
|
|
|
120,486,061 |
|
|
|
120,486,061 |
|
| Diluted |
|
|
120,486,061 |
|
|
|
120,486,061 |
|
|
|
120,486,061 |
|
| Basic and diluted net increase (decrease) in net assets resulting
from operations per common share |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
$ |
(0.001 |
) |
|
$ |
0.055 |
|
|
$ |
0.100 |
|
| Diluted |
|
$ |
(0.001 |
) |
|
$ |
0.055 |
|
|
$ |
0.100 |
|
| (1) | Per share data based on weighted average shares outstanding. |
|
| X |
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| X |
- DefinitionThe entire disclosure for earnings per share. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482662/260-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/260/tableOfContent
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482662/260-10-50-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
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|
v3.25.0.1
Fair Value of Investments
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Fair Value of Investments [Abstract] |
|
| FAIR VALUE OF INVESTMENTS |
NOTE 5 – FAIR VALUE OF INVESTMENTS
The Company’s assets recorded at fair value
have been categorized based upon a fair value hierarchy in accordance with ASC Topic 820 – Fair Value Measurements and Disclosures
(“ASC 820”). See Note 2 for a discussion of the Company’s policies.
The following tables presents information about
the Company’s assets measured at fair value as of December 31, 2023 and 2022:
| | |
As of December 31, 2023 | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| Portfolio Investments | |
| | |
| | |
| | |
| |
| First Lien Loans | |
$ | - | | |
$ | - | | |
$ | 12,301,440 | | |
$ | 12,301,440 | |
| Second Lien Loans | |
| - | | |
| - | | |
| 11,652,480 | | |
| 11,652,480 | |
| Equity | |
| - | | |
| - | | |
| 5,781,033 | | |
| 5,781,033 | |
| Total Portfolio Investments | |
| - | | |
| - | | |
| 29,734,953 | | |
| 29,734,953 | |
| Total Investments | |
$ | - | | |
$ | - | | |
$ | 29,734,953 | | |
$ | 29,734,953 | |
| | |
As of December 31, 2022 | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| Portfolio Investments | |
| | | |
| | | |
| | | |
| | |
| First Lien Loans | |
$ | - | | |
$ | - | | |
$ | 13,144,967 | | |
$ | 13,144,967 | |
| Second Lien Loans | |
| - | | |
| - | | |
| 10,976,647 | | |
| 10,976,647 | |
| Equity | |
| - | | |
| - | | |
| 6,442,474 | | |
| 6,442,474 | |
| Total Portfolio Investments | |
| - | | |
| - | | |
| 30,564,088 | | |
| 30,564,088 | |
| Total Investments | |
$ | - | | |
$ | - | | |
$ | 30,564,088 | | |
$ | 30,564,088 | |
During the years ended December 31, 2023 and
2022, there were no transfers between Level 1, Level 2 or Level 3. During the year ended December 31, 2022, the Company’s investment
in Dominion Medical Management, Inc. changed from a second lien loan to a first lien loan.
The following table presents additional information
about Level 3 assets measured at fair value. Both observable and unobservable inputs may be used to determine the fair value of positions
that the Company has classified within the Level 3 category. As a result, the unrealized gains and losses for assets within the Level
3 category may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable
(e.g., changes in unobservable long-dated volatilities) inputs.
Changes in Level 3 assets measured at fair value for the year ended
December 31, 2023 are as follows:
| |
|
First Lien
Loans |
|
|
Second Lien
Loans |
|
|
Unsecured
Loans |
|
|
Equity |
|
|
Total |
|
| Fair value at beginning of year |
|
$ |
13,144,967 |
|
|
$ |
10,976,647 |
|
|
$ |
- |
|
|
$ |
6,442,474 |
|
|
$ |
30,564,088 |
|
| Sales or repayment of investments |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Payment-in-kind interest |
|
|
- |
|
|
|
166,339 |
|
|
|
- |
|
|
|
- |
|
|
|
166,339 |
|
| Realized loss on investments |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,200 |
) |
|
|
(1,200 |
) |
| Change in unrealized gain (loss) on investments |
|
|
(843,527 |
) |
|
|
509,494 |
|
|
|
- |
|
|
|
(660,241 |
) |
|
|
(994,274 |
) |
| Transfers in/out |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Fair value at end of year |
|
$ |
12,301,440 |
|
|
$ |
11,652,480 |
|
|
$ |
- |
|
|
$ |
5,781,033 |
|
|
$ |
29,734,953 |
|
| Change in unrealized gain (loss)
on Level 3 investments still held as of December 31, 2023 |
|
$ |
(843,527 |
) |
|
$ |
509,494 |
|
|
$ |
- |
|
|
$ |
(660,241 |
) |
|
$ |
(994,274 |
) |
Changes in Level 3 assets measured at fair value for the year ended
December 31, 2022 are as follows:
| |
|
First Lien
Loans |
|
|
Second Lien
Loans |
|
|
Unsecured
Loans |
|
|
Equity |
|
|
Total |
|
| Fair value at beginning of year |
|
$ |
19,400,200 |
|
|
$ |
11,435,134 |
|
|
$ |
- |
|
|
$ |
3,471,758 |
|
|
$ |
34,307,092 |
|
| Purchases of investments |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Sales or repayment of investments |
|
|
(11,168,883 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(11,168,883 |
) |
| Payment-in-kind interest |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Realized gain on investments |
|
|
4,368,297 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
4,368,297 |
|
| Change in unrealized gain (loss) on investments |
|
|
387,194 |
|
|
|
(300,328 |
) |
|
|
- |
|
|
|
2,970,716 |
|
|
|
3,057,582 |
|
| Transfer due to restructuring |
|
|
158,159 |
|
|
|
(158,159 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Fair value at end of year |
|
$ |
13,144,967 |
|
|
$ |
10,976,647 |
|
|
$ |
- |
|
|
$ |
6,442,474 |
|
|
$ |
30,564,088 |
|
| Change in unrealized gain (loss)
on Level 3 investments still held as of December 31, 2022 |
|
$ |
(1,400,513 |
) |
|
$ |
(458,487 |
) |
|
$ |
- |
|
|
$ |
2,970,716 |
|
|
$ |
1,111,716 |
|
The following table provides quantitative information
regarding Level 3 fair value measurements as of December 31, 2023:
| Description | | Fair Value | | | Valuation Technique (1) | | Unobservable
Inputs | | Range (Average (2)) |
| First Lien Loans | | $ | 12,128,041 | | | Enterprise Value Coverage | | EV / Store level EBITDAR | | 5.25x-5.75x (5.50x) | | | | | | | | | | Location Value | | $1,425,000-$1,625,000 (1,525,000) | | Total | | | 12,128,041 | | | | | | | | | | | | | | | | | | | | | Second Lien Loans | | | 11,652,480 | | | Enterprise Value Coverage | | EV / Run Rate Revenue | | 0.37x-0.42x (0.39x) | | | | | | | | | | EV / PF EBITDA | | 5.50x-6.50x (6.00x) | | Total | | | 11,652,480 | | | | | | | | | | | | | | | | | | | | | Unsecured Loans | | | - | | | Enterprise Value Coverage | | EV / Run Rate Revenue | | 0.37x-0.42x (0.39x) | | Total | | | - | | | | | | | | | | | | | | | | | | | | | Equity | | | 4,237,192 | | | Enterprise Value Coverage | | EV / Run Rate Revenue | | 0.37x-0.42x (0.39x) | | | | | | | | | | EV / PF EBITDA | | 5.50x-6.50x (6.00x) | | | | | | | | | | EV / Store level EBITDAR | | 5.25x-5.75x (5.50x) | | | | | | | | | | Location Value | | $1,425,000-$1,625,000 ($1,525,000) | | | | | | | | | | Cost Approach | | $1,413,000-$1,727,000 (1,570,000) | | | | | 1,543,841 | | | Appraisal Value Coverage | | Sales Comparison Approach | | $1,440,000-$1,760,000 ($1,600,000) | | Total | | | 5,781,033 | | | | | | | | | Total Level 3 Investments | | $ | 29,561,554 | | | | | | | |
| (1) | There were no changes in the valuation technique
for the Company’s investments from the prior quarter. |
| (2) | The average represents the arithmetic average
of the unobservable inputs and is not weighted by the relative fair value. |
Level 3 investment, valued at $173,399, was an
investment in a portfolio company that ceased operations in the 2nd quarter of 2022. This value consisted of an estimate of remaining
cash available to distribute to priority lienholders. As a result, there were no unobservable inputs that have been internally developed
by the Company in determining the fair values of these investments as of December 31, 2023. The following table provides quantitative information
regarding Level 3 fair value measurements as of December 31, 2022:
| Description | | Fair Value | | | Valuation Technique (1) | | Unobservable
Inputs | | Range (Average (2)) |
| First Lien Loans | | $ | 12,959,968 | | | Enterprise Value Coverage | | EV / Store level EBITDAR | | 5.00x-5.50x (5.25x) | | | | | | | | | | Location Value | | $1,450,000-$1,650,000 ($1,550,000) | | Total | | | 12,959,968 | | | | | | | | | | | | | | | | | | | | | Second Lien Loans | | | 10,976,647 | | | Enterprise Value Coverage | | EV / LTM Revenue | | 0.39x-0.44x (0.42x) | | | | | | | | | | EV / PF EBITDA | | 5.50x-6.50x (6.00x) | | Total | | | 10,976,647 | | | | | | | | | | | | | | | | | | | | | Unsecured Loans | | | - | | | Enterprise Value Coverage | | EV / LTM Revenue | | 0.39x-0.44x (0.42x) | | Total | | | - | | | | | | | | | | | | | | | | | | | | | Equity | | | 4,742,945 | | | Enterprise Value Coverage | | EV / LTM Revenue | | 0.39x-0.44x (0.42x) | | | | | | | | | | EV / PF EBITDA | | 5.50x-6.50x (6.00x) | | | | | | | | | | EV / Store level EBITDAR | | 5.00x-5.50x (5.25x) | | | | | | | | | | Location Value | | $1,450,000-$1,650,000 ($1,550,000) | | | | | 1,698,329 | | | Appraisal Value Coverage | | Cost Approach | | $1,449,000-$1,771,000 ($1,610,000) | | | | | | | | | | Sales Comparison Approach | | $1,431,000-$1,749,000 ($1,590,000) | | Total | | | 6,441,274 | | | | | | | | | Total Level 3 Investments | | $ | 30,377,889 | | | | | | | |
| (1) | There were no changes in the valuation technique for the Company’s investments from the prior quarter. |
| (2) | The average represents the arithmetic average of the unobservable inputs and is not weighted by the relative fair value. |
One of the Company’s remaining Level 3
investments, valued at $1,200, has been valued using unadjusted third party transactions. The other remaining Level 3 investment,
valued at $184,999, was an investment in a portfolio company that ceased operations in the 2nd quarter of 2022. This value consisted
of an estimate of remaining cash available to distribute to priority lienholders. As a result, there were no unobservable inputs that
have been internally developed by the Company in determining the fair values of these investments as of December 31, 2022.
As of December 31, 2023 and 2022, the Company
used a market approach to value certain equity investments as the Company felt this approach better reflected the fair value of these
investments.
The Company considers all relevant information
that can reasonably be obtained when determining the fair value of Level 3 investments. Due to any given portfolio company’s information
rights, changes in capital structure, recent events, transactions, or liquidity events, the type and availability of unobservable inputs
may change. Increases (decreases) in revenue multiples, earnings before interest and taxes (“EBIT”) multiples, time to expiration,
and stock price/strike price would result in higher (lower) fair values all else equal. Decreases (increases) in discount rates, volatility,
and annual risk rates, would result in higher (lower) fair values all else equal. The market approach utilizes market value (revenue
and EBIT) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The Company
carefully considers numerous factors when selecting the appropriate companies whose multiples are used to value its portfolio companies.
These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors,
as well as size, profitability and growth expectations. In general, precedent transactions include recent rounds of financing, recent
purchases made by the Company, and tender offers. Refer to “Note 2—Significant Accounting Policies” for more detail. The primary significant unobservable input used
in the fair value measurement of the Company’s debt securities (first lien loans, second lien loans and unsecured loans), when
using an income approach, is the discount rate. Significant increases (decreases) in the discount rate in isolation would result in a
significantly lower (higher) fair value measurement. In determining the discount rate, for the income (discounted cash flow) or yield
approach, the Company considers current market yields and multiples, portfolio company performance, leverage levels and credit quality,
among other factors in its analysis. Changes in one or more of these factors can have a similar directional change on other factors in
determining the appropriate discount rate to use in the income approach.
The primary significant unobservable inputs used
in the fair value measurement of the Company’s equity investments, when using a market approach, are the EBITDA multiple and revenue
multiple, which is used to determine the Enterprise Value. Significant increases (decreases) in the Enterprise Value in isolation would
result in a significantly higher (lower) fair value measurement. To determine the Enterprise Value for the market approach, the Company
considers current market trading and/or transaction multiples, portfolio company performance (financial ratios) relative to public and
private peer companies and leverage levels, among other factors. Changes in one or more of these factors can have a similar directional
change on other factors in determining the appropriate multiple to use in the market approach.
The primary unobservable inputs used in the fair
value measurement of the Company’s equity investments, when using an option pricing model to allocate the equity value to the investment,
are the discount rate for lack of marketability and volatility. Significant increases (decreases) in the discount rate in isolation would
result in a significantly lower (higher) fair value measurement. Significant increases (decreases) in the volatility in isolation would
result in a significantly higher (lower) fair value measurement. Changes in one or more factors can have a similar directional change
on other factors in determining the appropriate discount rate or volatility to use in the valuation of equity using an option pricing
model.
|
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- DefinitionThe entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107
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-Topic 820
-SubTopic 10
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-Section 55
-Paragraph 100
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-Topic 820
-SubTopic 10
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-Section 50
-Paragraph 2
-Subparagraph (c)(3)
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
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-Topic 820
-SubTopic 10
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-Section 50
-Paragraph 6A
-Subparagraph (a)
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-Section 50
-Paragraph 6A
-Subparagraph (f)
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-Section 50
-Paragraph 6A
-Subparagraph (d)
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-Section 50
-Paragraph 2
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-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
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v3.25.0.1
Income Tax
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Income Tax [Abstract] |
|
| INCOME TAX |
NOTE 6 – INCOME TAX
The Company is currently taxable as a C corporation
and subject to federal and state corporate income taxes. The Company recorded a provision as follows:
| | |
2023 | | |
2022 | | |
2021 | |
| Current expense | |
$ | 64,993 | | |
$ | - | | |
$ | - | |
| Deferred expense | |
| - | | |
| - | | |
| - | |
| Total expense | |
$ | 64,993 | | |
$ | - | | |
$ | - | |
The components of deferred tax assets and liabilities
at December 31, 2023, 2022 and 2021 were as follows:
| Deferred tax assets: | |
2023 | | |
2022 | | |
2021 | |
| Net operating loss carryforward | |
$ | 641,502 | | |
$ | 1,207,956 | | |
$ | 929,161 | |
| Net capital loss carryforwards | |
| 651,514 | | |
| 651,262 | | |
| 1,568,604 | |
| Other | |
| 3,476 | | |
| 3,475 | | |
| 181,375 | |
| Basis differences in investments | |
| 730,130 | | |
| 117,820 | | |
| 716,075 | |
| Total gross deferred tax assets | |
| 2,026,622 | | |
| 1,980,513 | | |
| 3,395,215 | |
| Less: Valuation allowance | |
| (2,026,622 | ) | |
| (1,980,513 | ) | |
| (3,395,215 | ) |
| Net deferred tax assets | |
$ | - | | |
$ | - | | |
$ | - | |
As
of December 31, 2023 and 2022, the total amount of federal net operating loss carryforwards was approximately $3,054,772 and $5,752,173,
respectively. The remaining federal net operating loss carryforwards in the amount of $741,630 that will expire in 2037 will be utilized
on the 2023 income tax return. The federal net operating loss carryforwards in the amount of $3,054,772 will not expire, but can only
be used to offset 80% of taxable income. As of December 31, 2023 and 2022, the total amount of federal capital loss carryforwards was
approximately $3,102,446 and $3,101,246, respectively. The federal capital loss carryforwards in the amount of $3,101,246 and $1,200
will expire in 2025 and 2028, respectively.
The
recognition of a valuation allowance for deferred taxes requires management to make estimates and judgments about the Company’s
future profitability which are inherently uncertain. Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred tax assets will not be realized. Management believes
that the likelihood of realizing the benefits of these deductible differences at December 31, 2023, does not meet the “more likely
than not threshold” as defined in ASC 740 – Income Taxes and thus management has recorded a full valuation allowance.
For
federal and state purposes, a portion of the Company’s net operating loss carryforwards and basis differences may be subject to
limitations on annual utilization in case of a change in ownership, as defined by federal and state law. The amount of such limitations,
if any, has not been determined. Accordingly, the amount of such tax attributes available to offset future profits may be significantly
less than the actual amounts of the tax attributes.
The
difference between the tax provision (benefit) at the statutory federal income tax rate and the tax provision (benefit) was as follows:
| | |
2023 | | |
2022 | | |
2021 | |
| Federal statutory tax rate | |
| 21.00 | % | |
| 21.00 | % | |
| 21.00 | % |
| Federal payable true up | |
| - | | |
| - | | |
| - | |
| State tax, net of federal benefit | |
| (7.25 | ) | |
| - | | |
| - | |
| Permanent items | |
| - | | |
| - | | |
| - | |
| Capital loss carryforward expiration | |
| - | | |
| - | | |
| 9.11 | |
| Deferred true-up | |
| (30.33 | ) | |
| 0.29 | | |
| - | |
| Rate change | |
| - | | |
| - | | |
| - | |
| Increase (decrease) in valuation allowance | |
| (40.48 | ) | |
| (21.29 | ) | |
| (30.11 | ) |
| Other | |
| - | | |
| - | | |
| - | |
| Effective tax rate | |
| (57.06 | )% | |
| - | % | |
| - | % |
The
Company did not meet the qualifications of a RIC for the 2023 tax year and will be taxed as a corporation under Subchapter C of the Code.
It may not be in the best interests of the Company’s stockholders to elect to be taxed as a RIC at the present time due to the
net operating losses and capital loss carryforwards the Company currently has. Management will make a determination that is in the best
interests of the Company and its stockholders. As a RIC, the Company generally will not pay corporate-level U.S. federal income taxes
on any net ordinary income or capital gains that the Company distributes to its stockholders as dividends and claims dividends paid deductions
to compute taxable income. A RIC will not be eligible to utilize net operating losses. However, the net operating losses may become available
should the Company disqualify as a RIC and become a C corporation in the future. In the event that the Company qualifies as a RIC, the
Company itself will no longer be required to recognize deferred tax assets or liabilities.
In
addition to meeting other requirements, the Company must generally distribute at least 90% of its investment company taxable income to
qualify for the special treatment accorded to a RIC and, if the Company qualifies, to maintain its RIC status. As part of maintaining
RIC status, undistributed taxable income (subject to a 4% excise tax) pertaining to a given fiscal year may be distributed up to 12 months
subsequent to the end of that fiscal year, provided such dividends are declared prior to the later of (1) the fifteenth day of the ninth
month following the close of that fiscal year or (2) the extended due date for filing the federal income tax return for that fiscal year. The Company did not have any unrecognized tax
benefits as of the period presented herein. The Company identified its major tax jurisdiction as U.S. federal. For the years ended December
31, 2022 and 2021, no income tax expenses or related liabilities for uncertain tax positions were recognized for the Company’s
open tax years from inception through 2022. The Company is not aware of any tax positions for which it is reasonably possible that the
total amount of unrecognized tax benefits will change significantly in the next 12 months. The Company files tax returns as prescribed
by the tax laws of the jurisdictions in which it operates. In general, the federal and state income tax returns remain open to examination
by taxing authorities for tax years beginning in 2019 to present.
On
August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. This legislation includes significant changes
relating to tax, climate change, energy and health care. Among other provisions, the IRA introduces a book minimum tax assessed on financial
statement income of certain large corporations and an excise tax on share repurchases. The Company does not anticipate these provisions
will have a material impact on our results of operations or financial position, when effective.
|
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- DefinitionThe entire disclosure for income tax. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C
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-Section 50
-Paragraph 1
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-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1
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-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
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-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14
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-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21
Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17
Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2
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v3.25.0.1
Related Party Transactions
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Related Party Transactions [Abstract] |
|
| RELATED PARTY TRANSACTIONS |
NOTE
7 – RELATED PARTY TRANSACTIONS
House
Hanover Investment Advisory Agreement
House
Hanover has served as the Company’s investment advisor since January 1, 2018 pursuant to the Interim Investment Advisory Agreement
(until May 31, 2018) and the House Hanover Investment Advisory Agreement (since May 31, 2018). House Hanover is registered as an investment
advisor under the 1940 Act.
Advisory
Services
House
Hanover is registered as an investment adviser under the 1940 Act and serves as the Company’s investment advisor pursuant to the
House Hanover Investment Advisory Agreement in accordance with the 1940 Act. House Hanover is owned by and an affiliate of Mr. Mark DiSalvo,
the Company’s Interim President, Interim Chief Executive Officer, and a director of the Company.
Subject
to supervision by the Company’s Board, House Hanover oversees the Company’s day-to-day operations and provides the Company
with investment advisory services. Under the terms of the House Hanover Investment Advisory Agreement, House Hanover, among other things:
(i) determines the composition and allocation of the portfolio of the Company, the nature and timing of the changes therein and the manner
of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by the Company; (iii) executes,
closes, services and monitors the Company’s investments; (iv) determines the securities and other assets that the Company shall
purchase, retain, or sell; (v) performs due diligence on prospective portfolio companies; (vi) provides the Company with such other investment
advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds; and
(vii) if directed by the Board, assists in the execution and closing of the sale of the Company’s assets or a sale of the equity
of the Company in one or more transactions. House Hanover’s services under the House Hanover Investment Advisory Agreement may
not be exclusive and it is free to furnish similar services to other entities so long as its services to the Company are not impaired. At
the request of the Company, House Hanover, upon any transition of the Company’s investment advisory relationship to another investment
advisor or upon any internalization, shall provide reasonable transition assistance to the Company and any successor investment advisor.
Management
Fee
Pursuant
to the House Hanover Investment Advisory Agreement, the Company pays House Hanover a base management fee for investment advisory and
management services. The cost of the base management fee is ultimately borne by the Company’s stockholders. The House Hanover Investment
Advisory Agreement does not contain an incentive fee component.
The
base management fee is calculated at an annual rate of 1.00% of the Company’s gross assets, including assets purchased with borrowed
funds or other forms of leverage and excluding cash and cash equivalents net of all indebtedness of the Company for borrowed money and
other liabilities of the Company. The base management fee is payable quarterly in arrears, and determined as set forth in the preceding
sentence at the end of the two most recently completed calendar quarters. The Board may retroactively adjust the valuation of the Company’s
assets and the resulting calculation of the base management fee in the event the Company or any of its assets are sold or transferred
to an independent third party or the Company or House Hanover receives an audit report or other independent third party valuation of
the Company. To the extent that any such adjustment increases or decreases the base management fee of any prior period, the Company will
be obligated to pay the amount of increase to House Hanover or House Hanover will be obligated to refund the decreased amount, as applicable. Management fees under the House Hanover Investment
Advisory Agreement for the years ended December 31, 2023, 2022 and 2021 were $317,546, $339,328 and $265,340, respectively. As of December
31, 2023 and 2022, management fees of $78,889 and $91,934, respectively, were payable to House Hanover.
Incentive
Fee
The Company is not obligated to pay House Hanover
an incentive fee. Incentive fees are a typical component of investment advisory agreements with business development companies.
Payment
of Expenses
House
Hanover bears all compensation expense (including health insurance, pension benefits, payroll taxes and other compensation related matters)
of its employees and bears the costs of any salaries or directors’ fees of any officers or directors of the Company who are affiliated
persons (as defined in the 1940 Act) of House Hanover. However, House Hanover, subject to approval by the Board of the Company, is entitled
to reimbursement for the portion of any compensation expense and the costs of any salaries of any such employees to the extent attributable
to services performed by such employees for the Company. During the term of the House Hanover Investment Advisory Agreement, House Hanover
will also bear all of its costs and expenses for office space rental, office equipment, utilities and other non-compensation related
overhead allocable to performance of its obligations under the House Hanover Investment Advisory Agreement.
Except
as provided in the preceding paragraph the Company reimburses House Hanover all direct and indirect costs and expenses incurred by it
during the term of the House Hanover Investment Advisory Agreement for: (i) due diligence of potential investments of the Company, (ii)
monitoring performance of the Company’s investments, (iii) serving as officers of the Company, (iv) serving as directors and officers
of portfolio companies of the Company, (v) providing managerial assistance to portfolio companies of the Company, and (vi) enforcing
the Company’s rights in respect of its investments and disposing of its investments; provided, however, that, any third party expenses
incurred by House Hanover in excess of $50,000 in the aggregate in any calendar quarter will require advance approval by the Board of
the Company.
In
addition to the foregoing, the Company will also be responsible for the payment of all of the Company’s other expenses, including
the payment of the following fees and expenses:
| ● | organizational
and offering expenses; |
| ● | expenses
incurred in valuing the Company’s assets and computing its net asset value per share
(including the cost and expenses of any independent valuation firm); |
| ● | subject
to the guidelines approved by the Board of Directors, expenses incurred by House Hanover
that are payable to third parties, including agents, consultants or other advisors, in monitoring
financial and legal affairs for the Company and in monitoring the Company’s investments
and performing due diligence on the Company’s prospective portfolio companies or otherwise
related to, or associated with, evaluating and making investments; |
| ● | interest
payable on debt, if any, incurred to finance the Company’s investments and expenses
related to unsuccessful portfolio acquisition efforts; |
| ● | offerings
of the Company’s common stock and other securities; |
| ● | transfer
agent and custody fees and expenses; |
| ● | U.S.
federal and state registration fees of the Company (but not House Hanover); |
| ● | all
costs of registration and listing the Company’s shares on any securities exchange;
|
| ● | U.S.
federal, state and local taxes; |
| ● | independent
directors’ fees and expenses; |
| ● | costs
of preparing and filing reports or other documents required of the Company (but not House
Hanover) by the SEC or other regulators; |
| ● | costs
of any reports, proxy statements or other notices to stockholders, including printing costs;
|
| ● | the
costs associated with individual or group stockholders; |
| ● | the
Company’s allocable portion of the fidelity bond, directors and officers/errors and
omissions liability insurance, and any other insurance premiums; |
| ● | direct
costs and expenses of administration and operation of the Company, including printing, mailing,
long distance telephone, copying, secretarial and other staff, independent auditors and outside
legal costs; and |
| ● | all
other non-investment advisory expenses incurred by the Company regarding administering the
Company’s business. |
Duration
and Termination
Unless terminated earlier as described below,
the House Hanover Investment Advisory Agreement will continue in effect for a period of one (1) year from its effective date. It will
remain in effect from year to year thereafter if approved annually by the Company’s Board or by the affirmative vote of the holders
of a majority of the Company’s outstanding voting securities, and, in either case, if also approved by a majority of Company’s
directors who are neither parties to the House Hanover Investment Advisory Agreement nor “interested persons” (as defined
under the 1940 Act) of any such party. The House Hanover Investment Advisory Agreement was last annually renewed by the Board and by
a majority of the members of the Board who are not parties to the House Hanover Investment Advisory Agreement or “interested persons”
(as such term is defined in the 1940 Act) of any such party, in accordance with the requirements of the 1940 Act and the House Hanover
Investment Advisory Agreement on May 15, 2023.
The
House Hanover Investment Advisory Agreement may be terminated at any time, without the payment of any penalty, (i) upon written notice,
effective on the date set forth in such notice, by the vote of a majority of the outstanding voting securities of the Company or by the
vote of the Company’s directors, or (ii) upon 60 days’ written notice, by House Hanover. The House Hanover Investment Advisory
Agreement automatically terminates in the event of its “assignment,” as defined in the 1940 Act.
Indemnification
The
House Hanover Investment Advisory Agreement provides that, absent willful misfeasance, bad faith or negligence in the performance of
their duties, or by reason of the material breach or reckless disregard of their duties and obligations under the House Hanover Investment
Advisory Agreement, House Hanover and its officers, managers, employees and members are entitled to indemnification from the Company
for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement)
arising from the rendering of House Hanover’s services under the House Hanover Investment Advisory Agreement or otherwise as the
Company’s investment advisor. The amounts payable for indemnification will be calculated net of payments recovered by the indemnified
party under any insurance policy with respect to such losses. At
all times during the term of the House Hanover Investment Advisory Agreement and for one year thereafter, House Hanover is obligated
to maintain directors and officers/errors and omission liability insurance in an amount and with a provider reasonably acceptable to
the Board of the Company.
Administration
Services and Service Agreement
House
Hanover is entitled to reimbursement of expenses under the House Hanover Investment Advisory Agreement for administrative services performed
for the Company.
On January 1, 2018, Princeton Capital Corporation
directly entered into a service agreement with SS&C Technologies Holdings, Inc. (the “Sub-Administrator”) to provide
certain administrative services to the Company. In exchange for providing services, the Company pays the Sub-Administrator an asset-based
fee with a $151,025 annual minimum as adjusted for any reimbursement of expenses. This annual minimum was amended in the service agreement
on April 20, 2019 and increased on July 1, 2021, July 1, 2022 and again on July 1, 2023 by the U.S. Consumer Price Index – All
Urban Consumers per the service agreement. This asset-based fee will vary depending upon our gross assets, as adjusted, as follows:
| Gross Assets | | Fee | | first $150 million of gross assets | | 20 basis points (0.20%) | | next $150 million of gross assets | | 15 basis points (0.15%) | | next $200 million of gross assets | | 10 basis points (0.10%) | | in excess of $500 million of gross assets | | 5 basis points (0.05%) |
Administration fees were $259,500, $259,500 and
$270,000 for the years ended December 31, 2023, 2022 and 2021, respectively, and sub-administration fees were $155,592 , $143,799 and
$132,110 for the years ended December 31, 2023, 2022 and 2021, respectively, as shown on the Statements of Operations under administration
fees. As of December 31, 2023 and 2022, there were $64,875 and $64,875, respectively, of administration fees owed to House Hanover, as
shown on the Statements of Assets and Liabilities under due to affiliates.
Managerial
Assistance
As
a BDC, we offer, and must provide upon request, managerial assistance to our portfolio companies. This assistance could involve monitoring
the operations of our portfolio companies, participating in board of directors and management meetings, consulting with and advising
officers of portfolio companies and providing other organizational and financial guidance. As of December 31, 2022, none of the portfolio
companies had accepted our offer for such services, except for Advantis Certified Staffing Solutions, Inc. (“Advantis”).
On May 1, 2022, Advantis requested one of its directors, Gregory J. Cannella who also serves as our Chief Financial Officer, become the
Executive Chair of Advantis to provide executive authority and leadership in the absence of their former president, who resigned in March
2022. Mr. Cannella has agreed to take this position and in return will be compensated by Advantis in the amount of $5,000 per month.
The title and benefits of this position can be removed at any time by the board of directors of Advantis.
|
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-Paragraph 2
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-Subparagraph (c)
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
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v3.25.0.1
Financial Highlights
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Investment Company, Financial Highlights [Abstract] |
|
| FINANCIAL HIGHLIGHTS |
NOTE
8 – FINANCIAL HIGHLIGHTS
| | |
Year Ended December 31, | |
| | |
2023 | | |
2022 | | |
2021 | | |
2020 | | |
2019 | |
| Per Share Data (1): | |
| | |
| | |
| | |
| | |
| |
| Net asset value at beginning of period | |
$ | 0.266 | | |
$ | 0.286 | | |
$ | 0.187 | | |
$ | 0.276 | | |
$ | 0.345 | |
| Net investment income (loss) | |
| 0.007 | | |
| (0.006 | ) | |
| (0.007 | ) | |
| (0.005 | ) | |
| (0.009 | ) |
| Change in unrealized gain (loss) | |
| (0.008 | ) | |
| 0.025 | | |
| 0.106 | | |
| (0.022 | ) | |
| (0.060 | ) |
| Realized gain (loss) | |
| - | | |
| 0.036 | | |
| - | | |
| (0.062 | ) | |
| - | |
| Dividend distribution | |
| - | | |
| (0.075 | ) | |
| - | | |
| - | | |
| - | |
| Net asset value at end of period | |
$ | 0.265 | | |
$ | 0.266 | | |
$ | 0.286 | | |
$ | 0.187 | | |
$ | 0.276 | |
| Total return based on net
asset value (2) | |
| (0.4 | )% | |
| (7.0 | )% | |
| 52.9 | % | |
| (32.60 | )% | |
| (20.0 | )% |
| Weighted average shares outstanding for period, basic | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | |
| Ratio/Supplemental Data: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net assets at end of period | |
$ | 31,904,562 | | |
$ | 32,083,462 | | |
$ | 34,472,992 | | |
$ | 22,479,540 | | |
$ | 33,280,329 | |
| Average net assets | |
$ | 32,367,206 | | |
$ | 35,317,720 | | |
$ | 29,126,862 | | |
$ | 25,276,013 | | |
$ | 38,504,249 | |
| Total operating expenses to average net assets | |
| 4.9 | % | |
| 6.6 | % | |
| 6.0 | % | |
| 6.2 | % | |
| 5.8 | % |
| Net operating expenses to average net assets | |
| 4.9 | % | |
| 6.6 | % | |
| 6.0 | % | |
| 6.2 | % | |
| 5.8 | % |
| Net operating expenses excluding management fees, incentive
fees, and interest expense to average net assets | |
| 4.0 | % | |
| 5.6 | % | |
| 5.1 | % | |
| 5.2 | % | |
| 4.9 | % |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net investment income (loss) to average net assets | |
| 2.5 | % | |
| (2.2 | )% | |
| (3.0 | )% | |
| (2.7 | )% | |
| (2.8 | )% |
| Net investment income (loss) to average net assets, excluding
other income from non-investment sources | |
| 2.5 | % | |
| (2.3 | )% | |
| (3.0 | )% | |
| (3.0 | )% | |
| (2.8 | )% |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net increase (decrease) in net assets resulting from operations
to average net assets | |
| -0.6 | % | |
| 18.8 | % | |
| 41.2 | % | |
| (42.7 | )% | |
| (21.5 | )% |
| Portfolio Turnover | |
| 0.00 | % | |
| 32.3 | % | |
| 0.4 | % | |
| 0.4 | % | |
| 0.7 | % |
| (1) | Financial highlights are based on weighted average shares outstanding. | | | | | (2) | Total return based on net asset value is based upon the change in net asset value per share between the opening and ending net asset values per share in the period. The total returns are not annualized. |
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v3.25.0.1
Commitments and Contingencies
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Commitments and Contingencies [Abstract] |
|
| COMMITMENTS AND CONTINGENCIES |
NOTE
9 – COMMITMENTS AND CONTINGENCIES
In
the normal course of business, the Company may enter into investment agreements under which it commits to make an investment in a portfolio
company at some future date or over a specified period of time. The Company maintains sufficient assets to provide adequate cover to
allow it to satisfy its unfunded commitment amount as of December 31, 2023. The unfunded commitment is accounted for under ASC 820. As
of the date of this report, all commitments have been funded. Legal
Proceedings
From
time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating
to the enforcement of the Company’s rights under contracts with its portfolio companies. The Company is not currently subject to
any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. A summary of the legal
proceedings that the Company was previously involved in with Great Value Storage, LLC is described below.
Great
Value Storage Litigation
On March 14, 2019, the Company filed a complaint
against Great Value Storage, LLC (“GVS”), World Class Capital Group, LLC (“World Class”), and Natin Paul, which
we refer to collectively as the GVS Defendants, in the District Court for Harris County, Texas. GVS is one of the Company’s portfolio
companies. On January 22, 2021, the Harris County District Court granted the Company’s Motion for Partial Summary Judgment on its
breach of contract claim against GVS and World Class. On March 4, 2021, the Final Judgment Order was entered awarding damages to the
Company in the amount of $9,910,601.
On
January 1, 2022, the Company amended and finalized proofs of claim in the U.S. Bankruptcy Court for the Northern District of Texas, as
it has been discovered that Natin Paul had transferred the properties from the GVS Defendants and to the debtor entities, which are GVS
affiliates that filed bankruptcy. On March 21, 2022, the bankruptcy court reserved $15 million for our claim. On, April 27, 2022, the
Company filed an adversary proceeding in the bankruptcy court to recover amounts owed to the Company.
As
disclosed in the Company’s Form 8-K that was filed on September 9, 2022, on September 2, 2022, the Company entered into a Settlement,
Assignment and Acceptance Agreement with Natin Paul and his related parties, whereby the Company would sell its promissory notes from
GVS and World Class to Phoenix Lending, LLC, a newly formed Natin Paul related entity, in exchange for a settlement payment of $11,372,699
to be funded out of the $15 million reserve in the bankruptcy court. Further, the GVS affiliated parties agreed to indemnify the Company
and retain $1 million on reserve in the bankruptcy court for any future legal fees or claims related to the settlement. On October 7,
2022, the Company closed the settlement and received $11,372,699.
Risks
and Uncertainties
COVID-19
The
Company is subject to risks associated with unforeseen events, including but not limited to, natural disasters, acts of terrorism and
the emergence of a pandemic or other public health emergencies, which could create economic, financial and business disruptions. Certain
impacts from the COVID-19 outbreak and its variants may have a significant negative impact on the Company’s operations and performance.
These circumstances may continue for an extended period of time, and may have an adverse impact on economic and market conditions. The
ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual companies, are
not known. The extent of the impact to the financial performance and the operations of the Company will depend on future developments,
which are highly uncertain and cannot be predicted.
Russia/Belarus
Action with Ukraine
Various
social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade
tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign,
trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods,
earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties
or deterioration in the U.S. and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility
could adversely affect the Company’s operations. In response to the conflict between Russia and Ukraine, the U.S. and other countries
have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs,
trade wars and other governmental actions, may materially impact the valuation of the portfolio investments and in turn, the net asset
value of the Company. The specific impact on the Company’s financial condition, results of operations, and cash flows is not determinable
as of the date of these financial statements.
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v3.25.0.1
Unconsolidated Significant Subsidiaries
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| 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, 2023 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 27, 2023. 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, 2023 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,
2023 | | |
As of
December 31,
2022 | |
| Balance Sheet | |
| | |
| |
| Current Assets | |
$ | 4,021 | | |
$ | 2,843 | |
| Noncurrent Assets | |
| - | | |
| - | |
| Current Liabilities | |
| 13,280 | | |
| 12,616 | |
| Noncurrent Liabilities | |
| - | | |
| - | |
| | |
Year Ended
December 31,
2023 | | |
Year Ended
December 31,
2022 | | |
Year Ended
December 31,
2021 | |
| Income Statement | |
| | |
| | |
| |
| Net Revenue (Loss) | |
$ | 7,249 | | |
$ | 8,757 | | |
$ | 8,182 | |
| Gross Profit | |
| 1,655 | | |
| 1,694 | | |
| 1,993 | |
| Net Income (Loss) | |
| 514 | | |
| 66 | | |
| 269 | |
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v3.25.0.1
Selected Quarterly Financial Data (Unaudited)
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Selected Quarterly Financial Data (Unaudited) [Abstract] |
|
| SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) |
NOTE
11 – SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
| | |
Quarter Ended | |
| | |
December 31,
2023 | | |
September 30,
2023 | | |
June 30,
2023 | | |
March 31,
2023 | |
| | |
| | |
| | |
| | |
| |
| Total Investment Income | |
$ | 518,826 | | |
$ | 513,278 | | |
$ | 740,055 | | |
$ | 708,734 | |
| Total Operating Expenses | |
| 393,392 | | |
| 354,352 | | |
| 419,818 | | |
| 431,764 | |
| Income Tax Expense | |
| 59,363 | | |
| 174 | | |
| 5,456 | | |
| - | |
| Net Investment Income | |
| 66,071 | | |
| 158,752 | | |
| 314,781 | | |
| 276,970 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net Realized Loss on Investments | |
| (1,200 | ) | |
| - | | |
| - | | |
| - | |
| Net Change in Unrealized Appreciation/(Depreciation) | |
| (919,008 | ) | |
| (941,952 | ) | |
| 2,160,718 | | |
| (1,294,032 | ) |
| Net Increase (Decrease) in Net Assets Resulting from Operations | |
$ | (854,137 | ) | |
$ | (783,200 | ) | |
$ | 2,475,499 | | |
$ | (1,017,062 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net Increase (Decrease) in Net Assets from Operations per Common
Share: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | (0.007 | ) | |
$ | (0.007 | ) | |
$ | 0.021 | | |
$ | (0.008 | ) |
| Diluted | |
$ | (0.007 | ) | |
$ | (0.007 | ) | |
$ | 0.021 | | |
$ | (0.008 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted Average Common Shares Outstanding - Basic | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | |
| Weighted Average Common Shares Outstanding - Diluted | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | |
| | |
Quarter Ended | |
| | |
December 31,
2022 | | |
September 30,
2022 | | |
June 30,
2022 | | |
March 31,
2022 | |
| | |
| | |
| | |
| | |
| |
| Total Investment Income | |
$ | 454,302 | | |
$ | 433,260 | | |
$ | 425,799 | | |
$ | 241,282 | |
| Total Operating Expenses | |
| 490,674 | | |
| 705,916 | | |
| 578,244 | | |
| 558,307 | |
| Income Tax Expense | |
| - | | |
| - | | |
| 456 | | |
| - | |
| Net Investment Loss | |
| (36,372 | ) | |
| (272,656 | ) | |
| (152,901 | ) | |
| (317,025 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net Realized Gain on Investments | |
| 4,368,297 | | |
| - | | |
| - | | |
| - | |
| Net Change in Unrealized Appreciation/(Depreciation) | |
| (3,407,385 | ) | |
| 7,255,747 | | |
| (11,550 | ) | |
| (779,230 | ) |
| Net Increase (Decrease) in Net Assets Resulting from Operations | |
$ | 924,540 | | |
$ | 6,983,091 | | |
$ | (164,451 | ) | |
$ | (1,096,255 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net Increase (Decrease) in Net Assets from Operations per Common
Share: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | 0.008 | | |
$ | 0.058 | | |
$ | (0.001 | ) | |
$ | (0.009 | ) |
| Diluted | |
$ | 0.008 | | |
$ | 0.058 | | |
$ | (0.001 | ) | |
$ | (0.009 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted Average Common Shares Outstanding - Basic | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | |
| Weighted Average Common Shares Outstanding - Diluted | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | |
| | |
Quarter Ended | |
| | |
December 31,
2021 | | |
September 30,
2021 | | |
June 30,
2021 | | |
March 31,
2021 | |
| | |
| | |
| | |
| | |
| |
| Total Investment Income | |
$ | 361,663 | | |
$ | 357,695 | | |
$ | 78,015 | | |
$ | 77,163 | |
| Total Operating Expenses | |
| 588,863 | | |
| 401,238 | | |
| 383,730 | | |
| 380,491 | |
| Income Tax Expense | |
| - | | |
| - | | |
| - | | |
| - | |
| Net Investment Loss | |
| (227,200 | ) | |
| (43,543 | ) | |
| (305,715 | ) | |
| (303,328 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net Realized Gain/(Loss) on Investments | |
| - | | |
| - | | |
| - | | |
| - | |
| Net Change in Unrealized Appreciation/(Depreciation) | |
| 1,967,671 | | |
| (1,630,575 | ) | |
| 8,126,090 | | |
| 4,410,052 | |
| Net Increase (Decrease) in Net Assets Resulting from Operations | |
$ | 1,740,471 | | |
$ | (1,674,118 | ) | |
$ | 7,820,375 | | |
$ | 4,106,724 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net Increase (Decrease) in Net Assets from Operations per Common
Share: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | 0.014 | | |
$ | (0.014 | ) | |
$ | 0.065 | | |
$ | 0.034 | |
| Diluted | |
$ | 0.014 | | |
$ | (0.014 | ) | |
$ | 0.065 | | |
$ | 0.034 | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted Average Common Shares Outstanding - Basic | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | |
| Weighted Average Common Shares Outstanding - Diluted | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | |
|
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-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
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v3.25.0.1
Subsequent Events
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Subsequent Events [Abstract] |
|
| SUBSEQUENT EVENTS |
NOTE
12 – SUBSEQUENT EVENTS
Portfolio
Activity
Subsequent
to the year ending December 31, 2023 and through the date of this filing, there was no portfolio activity or other events to report.
|
| X |
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-Topic 855
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/855/tableOfContent
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 855
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
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v3.25.0.1
Schedule 12-14
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Schedule 12-14 [Abstract] |
|
| Schedule 12-14 |
Schedule
12-14
The
table below represents the fair value of control and affiliate investments at December 31, 2022 and any amortization, purchases, sales,
and realized and change in unrealized gain (loss) made to such investments, as well as the ending fair value as of December 31, 2023.
Portfolio Company/Type of Investment (1) | | Principal
Amount/Shares/ Ownership %
at December 31,
2023 | | | Amount of
Interest and
Dividends
Credited
in Income | | | Fair Value at
December 31,
2022 | | | Purchases(2) | | | Sales | | | Transfers from
Restructuring/ Transfers into
Control
Investments | | | Change in
Unrealized
Gains/(Losses) | | | Fair Value at
December 31, 2023 | | | Control Investments | | | | | | | | | | | | | | | | | | | | | | | | | | Advantis Certified Staffing Solutions, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | Second Lien Loan, 12.0% Cash, due 11/30/2021(3) | | $ | 4,500,000 | | | $ | - | | | $ | 3,656,647 | | | $ | - | | | $ | - | | | | - | | | $ | 1,079,494 | | | $ | 4,736,141 | | | Unsecured loan Consolidated BL Note 6.33% due 12/31/2023 | | $ | 1,381,586 | | | | 87,454 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Common Stock – Series A (3) | | | 225,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Common Stock – Series B (3) | | | 9,500,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Warrant for 250,000 Shares of Series A Common Stock, exercise price $0.01 per share, expires 1/1/2027(3) | | | 1 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Warrant for 700,000 Shares of Series A Common Stock, exercise price $0.01 per share, expires 1/1/2027(3) | | | 1 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Dominion Medical Management, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | First Lien Loan, 12.0% Cash, 6% PIK due, 3/31/2020 (2) (3) | | $ | 1,516,144 | | | | - | | | | 184,999 | | | | - | | | | - | | | | - | | | | (11,600 | ) | | | 173,399 | | | Integrated Medical Partners, LLC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Preferred Membership – Class A units (3) | | | 800 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Preferred Membership – Class B units (3) | | | 760 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Common Units (3) | | | 14,082 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | PCC SBH Sub, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Common Stock (3) | | | 100 | | | | - | | | | 1,698,329 | | | | - | | | | - | | | | - | | | | (154,488 | ) | | | 1,543,841 | | | Rockfish Seafood Grill, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | First Lien Loan, 8% Cash, 6.0% PIK, due 3/31/2018 | | $ | 6,352,944 | | | | 780,841 | | | | 10,708,968 | | | | - | | | | - | | | | - | | | | (831,927 | ) | | | 9,877,041 | | | Revolving Loan, 8% PIK, due 12/31/2023 | | $ | 2,251,000 | | | | 182,581 | | | | 2,251,000 | | | | - | | | | - | | | | - | | | | - | | | | 2,251,000 | | | Rockfish Holdings, LLC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Warrant for Membership Interest, exercise price $0.001 per 1% membership interest, expires 7/28/2028 (3) | | | 10.0 | % | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Membership Interest – Class A (3) | | | 99.997 | % | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Total Control Investments | | | | | | $ | 1,050,876 | | | $ | 18,499,943 | | | $ | - | | | $ | - | | | $ | - | | | $ | 81,479 | | | $ | 18,581,422 | |
| (1) | Represents an illiquid investment. |
| (2) | Includes PIK interest. |
| (3) | Non-income producing security. |
Schedule
12-14
The
table below represents the fair value of control and affiliate investments at December 31, 2021 and any amortization, purchases, sales,
and realized and change in unrealized gain (loss) made to such investments, as well as the ending fair value as of December 31, 2022.
Portfolio Company/Type of Investment (1) | | Principal
Amount/Shares/ Ownership %
at December 31,
2022 | | | Amount of
Interest and
Dividends
Credited
in Income | | | Fair Value at
December 31,
2021 | | | Purchases(2) | | | Sales | | | Transfers from
Restructuring/ Transfers into
Control
Investments | | | Change in
Unrealized
Gains/(Losses) | | | Fair Value at
December 31, 2022 | | | Control Investments | | | | | | | | | | | | | | | | | | | | | | | | | | Advantis Certified Staffing Solutions, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | Second Lien Loan, 12.0% Cash, due 11/30/2021(3) | | $ | 4,500,000 | | | $ | - | | | $ | 4,441,765 | | | $ | - | | | $ | - | | | | - | | | $ | (785,118 | ) | | $ | 3,656,647 | | | Unsecured loan Consolidated BL Note 6.33% due 12/31/2023 | | $ | 1,381,586 | | | | 87,454 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Common Stock – Series A (3) | | | 225,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Common Stock – Series B (3) | | | 9,500,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Warrant for 250,000 Shares of Series A Common Stock, exercise price $0.01 per share, expires 1/1/2027(3) | | | 1 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Warrant for 700,000 Shares of Series A Common Stock, exercise price $0.01 per share, expires 1/1/2027(3) | | | 1 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Dominion Medical Management, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | First Lien Loan, 12.0% Cash, 6% PIK due, 3/31/2020 (2) (3) | | $ | 1,516,144 | | | | - | | | | 158,159 | | | | - | | | | - | | | | - | | | | 26,840 | | | | 184,999 | | | Integrated Medical Partners, LLC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Preferred Membership – Class A units (3) | | | 800 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Preferred Membership – Class B units (3) | | | 760 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Common Units (3) | | | 14,082 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | PCC SBH Sub, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Common Stock (3) | | | 100 | | | | - | | | | 1,745,113 | | | | - | | | | - | | | | - | | | | (46,784 | ) | | | 1,698,329 | | | Rockfish Seafood Grill, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | First Lien Loan, 8% Cash, 6.0% PIK, due 3/31/2018 | | $ | 6,352,944 | | | | 602,939 | | | | 12,294,480 | | | | - | | | | - | | | | - | | | | (1,585,512 | ) | | | 10,708,968 | | | Revolving Loan, 8% PIK, due 12/31/2023 | | $ | 2,251,000 | | | | 137,561 | | | | 2,251,000 | | | | - | | | | - | | | | - | | | | - | | | | 2,251,000 | | | Rockfish Holdings, LLC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Warrant for Membership Interest, exercise price $0.001 per 1% membership interest, expires 7/28/2028 (3) | | | 10.0 | % | | | - | | | | 172,549 | | | | - | | | | - | | | | - | | | | (172,549 | ) | | | - | | | Membership Interest – Class A (3) | | | 99.997 | % | | | - | | | | 1,552,896 | | | | - | | | | - | | | | - | | | | (1,552,896 | ) | | | - | | | Total Control Investments | | | | | | $ | 827,954 | | | $ | 22,615,962 | | | $ | - | | | $ | - | | | $ | - | | | $ | (4,116,019 | ) | | $ | 18,499,943 | |
| (1) | Represents an illiquid investment. |
| (2) | Includes PIK interest. |
| (3) | Non-income producing security. |
|
| X |
- DefinitionThe entire disclosure for condensed financial information, including the financial position, cash flows, and the results of operations of the registrant (parent company) as of the same dates or for the same periods for which audited consolidated financial statements are being presented. Alternatively, the details of this disclosure can be reported by the specific parent company taxonomy elements, indicating the appropriate date and period contexts in an instance document. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3
Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481231/810-10-45-11
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v3.25.0.1
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12 Months Ended |
|
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|
|
|
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
| Cover [Abstract] |
|
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| Entity Central Index Key |
0000845385
|
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| Amendment Flag |
true
|
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| Amendment Description |
EXPLANATORY NOTEPrinceton Capital Corporation (the “Company”)
is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to amend and restate certain items in its Annual Report on
Form 10-K for the year ended December 31, 2023, originally filed with the U.S. Securities and Exchange Commission (the “SEC”)
on March 29, 2024 (the “Original Form 10-K”), to correct summarized financial information for Advantis Certified Staffing
Solutions, Inc., an unconsolidated significant subsidiary of the Company (“Advantis”) in Note 10 to Notes to Financial Statements.
|
|
|
|
|
|
| Securities Act File Number |
814-00710
|
|
|
|
|
|
| Document Type |
10-K/A
|
|
|
|
|
|
| Entity Registrant Name |
PRINCETON CAPITAL CORPORATION
|
|
|
|
|
|
| Entity Address, Address Line One |
800 Turnpike Street
|
|
|
|
|
|
| Entity Address, Address Line Two |
Suite 300
|
|
|
|
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| Entity Address, City or Town |
North Andover
|
|
|
|
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| Entity Address, State or Province |
MA
|
|
|
|
|
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| Entity Address, Postal Zip Code |
01845
|
|
|
|
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| City Area Code |
(978)
|
|
|
|
|
|
| Local Phone Number |
794-3366
|
|
|
|
|
|
| Entity Well-known Seasoned Issuer |
No
|
|
|
|
|
|
| Entity Emerging Growth Company |
false
|
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|
|
|
| General Description of Registrant [Abstract] |
|
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|
| Risk [Text Block] |
Item 1A. RISK FACTORS Investing in our securities involves a number
of significant risks. Before you invest in our securities, you should be aware of various risks, including those described below. You
should carefully consider these risk factors, together with all of the other information included in this annual report on Form 10-K,
before you decide whether to make an investment in our securities. The risks set out below are the principal risks with respect to an
investment in our securities generally and with respect to a BDC with investment objectives, investment policies, capital structures
or trading markets similar to ours. However, they may not be the only risks we face. Additional risks and uncertainties not presently
known to us or not presently deemed material by us may also impair our operations and performance. If any of the following events occur,
our business, financial condition, results of operations and cash flows could be materially and adversely affected. In such case, our
net asset value and the trading price of our securities could decline, and you may lose all or part of your investment. Risks Relating to our Business and Structure There are significant potential conflicts
of interest that could negatively affect our investment returns. The investment professionals of House Hanover
serve, or may serve, as officers, directors, members, or principals of entities that operate in the same or a related line of business
as we do, or of investment funds, accounts, or investment vehicles managed by House Hanover. Similarly, House Hanover may have other
clients with similar, different or competing investment objectives. In serving in these multiple capacities, they may have obligations
to other clients or investors in those entities, the fulfillment of which may not be in the best interests of us or our stockholders. The management fee structure we have with
House Hanover may create incentives that are not fully aligned with the interests of our stockholders. In the course of our investing activities, we
will pay management fees to House Hanover. We have entered into an investment advisory agreement with House Hanover that provides that
these fees will be based on the value of our net assets. As a result, investors in our common stock will invest on a gross basis and
receive distributions on a net basis after expenses, resulting in a lower rate of return than one might achieve through direct investments. Our board of directors is charged with protecting
our interests by monitoring how House Hanover addresses these and other conflicts of interests associated with its management services
and compensation. While our board of directors is not expected to review or approve each investment decision, borrowing or incurrence
of leverage, our independent directors will periodically review House Hanover’s services and fees as well as its portfolio management
decisions and performance of our portfolio. In connection with these reviews, our independent directors will consider whether our fees
and expenses (including those related to leverage) remain appropriate. As a result of this arrangement, House Hanover may from time to
time have interests that differ from those of our stockholders, giving rise to a conflict. The involvement of our interested directors
in the valuation process may create conflicts of interest. We expect to make many of our portfolio investments
in the form of loans and securities that are not publicly traded and for which no market based price quotation is available. As a result,
our board of directors will determine the fair value of these loans and securities in good faith as described below in “—
Our portfolio investments will be recorded at fair value as determined in good faith by our board of directors and, as a result, there
may be uncertainty as to the value of our portfolio investments.” In connection with that determination, investment professionals
from House Hanover may provide our board of directors with valuations based upon the most recent portfolio company financial statements
available and projected financial results of each portfolio company. While the valuation for most portfolio investments will be prepared
quarterly by an independent valuation firm with the assistance of the Company’s Valuation Committee, the ultimate determination
of fair value will be made by our board of directors, including our interested directors, and not by such third-party valuation firm.
In addition, Mr. Mark DiSalvo, an interested member of our board of directors, has a direct pecuniary interest in House Hanover. The
participation of House Hanover’s investment professionals in our valuation process, and the pecuniary interest in House Hanover
by a member of our board of directors, could result in a conflict of interest as House Hanover’s management fee is based, in part,
on the value of our gross assets. The time and resources that House Hanover
devote to us may be diverted, and we may face additional competition due to the fact that House Hanover and its affiliates are not prohibited
from raising money for, or managing, another entity that makes the same types of investments that we target. House Hanover and some of its affiliates, including
our officers and our non-independent directors, are not prohibited from raising money for, or managing, another investment entity that
makes the same types of investments as those we target. For example, House Hanover could seek to raise capital for a private credit fund
that will have an investment strategy that is identical to our investment strategy. House Hanover and we may seek exemptive relief from
the SEC that would establish a co-investment program with investment funds, accounts and investment vehicles managed by House Hanover;
however, there can be no assurance if and when the SEC would grant such relief. In addition, we may compete with any such investment
entity for the same investors and investment opportunities. House Hanover’s liability is limited
under the House Hanover Investment Advisory Agreement and we have agreed to indemnify House Hanover against certain liabilities, which
may lead House Hanover to act in a riskier manner on our behalf than it would when acting for its own account. Under the House Hanover Investment Advisory Agreement,
House Hanover has not assumed any responsibility to us other than to render the services called for under that agreement. It will not
be responsible for any action of our board of directors by following or declining to follow House Hanover’s advice or recommendations.
Under the House Hanover Investment Advisory Agreement, House Hanover, its officers, members and personnel, and any person controlling
or controlled by House Hanover will not be liable to us, any subsidiary of ours, our directors, our stockholders or any subsidiary’s
stockholders or partners for acts or omissions performed in accordance with and pursuant to the House Hanover Investment Advisory Agreement,
except those resulting from acts constituting gross negligence, willful misfeasance, bad faith or reckless disregard of the duties that
House Hanover owes to us under the House Hanover Investment Advisory Agreement. In addition, as part of the House Hanover Investment
Advisory Agreement, we have agreed to indemnify House Hanover and each of its officers, directors, members, managers and employees from
and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection
with our business and operations or any action taken or omitted on our behalf pursuant to authority granted by the House Hanover Investment
Advisory Agreement, except where attributable to gross negligence, willful misfeasance, bad faith or reckless disregard of such person’s
duties under the House Hanover Investment Advisory Agreement. These protections may lead House Hanover to act in a riskier manner when
acting on our behalf than it would when acting for its own account. Our ability to enter into transactions
with our affiliates will be restricted, which may limit the scope of investments available to us. We are prohibited under the 1940 Act from participating
in certain transactions with our affiliates without the prior approval of our independent directors and, in some cases, the SEC. Any
person that owns, directly or indirectly, 5% or more of our outstanding voting securities will be our affiliate for purposes of the 1940
Act, and we are generally prohibited from buying or selling any security from or to such affiliate without the prior approval of our
independent directors. The 1940 Act also prohibits certain “joint” transactions with certain of our affiliates, which could
include concurrent investments in the same portfolio company, without prior approval of our independent directors and, in some cases,
of the SEC. We are prohibited from buying or selling any security from or to any person that controls us or who owns more than 25% of
our voting securities or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons,
absent the prior approval of the SEC. As a result of these restrictions, we may be prohibited from buying or selling any security (other
than any security of which we are the issuer) from or to any portfolio company of a private fund managed by House Hanover or its affiliates
without the prior approval of the SEC, which may limit the scope of investment opportunities that would otherwise be available to us. We may, however, invest alongside House Hanover’s
investment funds, accounts and investment vehicles in certain circumstances where doing so is consistent with our investment strategy
as well as applicable law and SEC staff interpretations. For example, we may invest alongside such investment funds, accounts and investment
vehicles consistent with guidance promulgated by the SEC staff to purchase interests in a single class of privately placed securities
so long as certain conditions are met, including that House Hanover, acting on our behalf and on behalf of such investment funds, accounts
and investment vehicles, negotiates no term other than price. We may also invest alongside House Hanover’s investment funds, accounts
and investment vehicles as otherwise permissible under regulatory guidance, applicable regulations and House Hanover’s allocation
policy. This allocation policy provides that allocations among us and investment funds, accounts and investment vehicles managed by House
Hanover and its affiliates will generally be made pro rata based on capital available for investment, as determined, in our case, by
our board of directors as well as the terms of our governing documents and those of such investment funds, accounts and investment vehicles.
It is our policy to base our determinations on such factors as the amount of cash on-hand, existing commitments and reserves, if any,
our targeted leverage level, our targeted asset mix and diversification requirements and other investment policies and restrictions set
by our board of directors or imposed by applicable laws, rules, regulations or interpretations. We expect that these determinations will
be made similarly for investment funds, accounts and investment vehicles managed by House Hanover. However, we can offer no assurance
that investment opportunities will be allocated to us fairly or equitably in the short-term or over time. In situations where co-investment with investment
funds, accounts and investment vehicles managed by House Hanover, prior to receiving exemptive relief, is not permitted or appropriate,
such as when there is an opportunity to invest concurrently in different securities of the same issuer or where the different investments
could be expected to result in a conflict between our interests and those of House Hanover’s clients, subject to the limitations
described in the preceding paragraph, House Hanover will need to decide which client will proceed with the investment. House Hanover
will make these determinations based on its policies and procedures, which generally require that such opportunities be offered to eligible
accounts on an alternating basis that will be fair and equitable over time. Moreover, except in certain circumstances, we will be unable
to invest in any issuer in which an investment fund, account or investment vehicle managed by House Hanover has previously invested. We and House Hanover may seek exemptive relief
from the SEC to permit greater flexibility to negotiate the terms of co-investments if our board of directors determines that it would
be advantageous for us to co-invest with investment funds, accounts and investment vehicles managed by House Hanover in a manner consistent
with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent
factors. We believe that co-investment by us and investment funds, accounts and investment vehicles managed by House Hanover may afford
us additional investment opportunities and an ability to achieve greater diversification. Accordingly, if we make an application for
exemptive relief, we will seek an exemptive order permitting us to invest with investment funds, accounts and investment vehicles managed
by House Hanover in the same portfolio companies under circumstances in which such investments would otherwise not be permitted by the
1940 Act. We expect that such exemptive relief permitting co-investments, if granted, would not require review and approval of each co-investment
by our independent directors. There can be no assurance if and when the SEC would grant such relief. You may not receive distributions, or our
distributions may not grow over time. We cannot assure you that we will achieve investment
results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. Our ability
to pay distributions might be adversely affected by the impact of one or more of the risk factors described in this filing. Due to the
asset coverage test applicable to us under the 1940 Act as a BDC, we may be limited in our ability to make distributions. All distributions
will be made at the discretion of our board of directors and will depend on our earnings, financial condition, maintenance of RIC status,
compliance with applicable BDC requirements, and such other factors as our board of directors may deem relative from time to time. We
cannot assure you that we will make distributions to our stockholders in the future. We may have difficulty paying required
distributions to qualify as a RIC if we recognize income before, or without, receiving cash representing such income. For U.S. federal income tax purposes, we will
include in income certain amounts that we have not yet received in cash, such as the accrual of original issue discount. This may arise
if we receive warrants in connection with the making of a loan and in other circumstances, or through contracted PIK interest, which
represents contractual interest added to the loan balance and due at the end of the loan term. Such original issue discount, which could
be significant relative to our overall investment activities, and increases in loan balances as a result of contracted PIK arrangements
will be included in income before we receive any corresponding cash payments. We also may be required to include in income certain other
amounts that we will not receive in cash. Since we may recognize income before or without
receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our net ordinary
income and net short-term capital gains in excess of net long-term capital losses, if any, to achieve qualification as a RIC. In such
a case, we may have to sell some of our investments at times we would not consider advantageous, raise additional debt or equity capital
or reduce new investment originations to meet these distribution requirements. If we are not able to obtain such cash from other sources,
we may continue to fail to qualify as a RIC and thus be subject to corporate-level income tax. PIK interest payments we receive will increase
our assets under management and, as a result, will increase the amount of base management fees payable by us to House Hanover. Certain of our debt investments may contain provisions
providing for the payment of PIK interest. Because PIK interest results in an increase in the size of the loan balance of the underlying
loan, the receipt by us of PIK interest will have the effect of increasing our assets under management. As a result, because the base
management fee that we pay to House Hanover is based on the value of our gross assets, the receipt by us of PIK interest will result
in an increase in the amount of the base management fee payable by us. Our portfolio investments will be recorded
at fair value as determined in good faith by our board of directors and, as a result, there may be uncertainty as to the value of our
portfolio investments. As a BDC, we generally invest in illiquid loans
and securities including debt and equity securities of middle-market companies. Under procedures established by our board of directors,
we value investments for which market quotations are readily available at such market quotations. We obtain these market values from
an independent pricing service or at the mean between the bid and ask prices obtained from at least two brokers or dealers (if available,
otherwise by a principal market maker or a primary market dealer). Debt and equity securities that are not publicly traded or whose market
prices are not readily available are valued at fair value as determined in good faith by our board of directors. Such determination of
fair values may involve subjective judgments and estimates, although we engage independent valuation providers to review the valuation
of each portfolio investment that does not have a readily available market quotation quarterly. Investments purchased within 60 days
of maturity are valued at cost plus accreted discount, or minus amortized premium, which approximate fair value. With respect to unquoted
securities, our board of directors values each investment considering, among other measures, discounted cash flow models, comparisons
of financial ratios of peer companies that are public and other factors, which are provided by a nationally recognized independent valuation
firm. The Company has engaged a third-party valuation firm to perform its independent valuations of the Company’s Level 3 investments.
This valuation firm provides a range of values for selected investments, which is presented to the Valuation Committee to determine the
value for each of the selected investments. When an external event such as a purchase transaction,
public offering or subsequent equity sale occurs, our board of directors uses the pricing indicated by the external event to corroborate
and/or assist us in our valuation. Because there is not a readily available market for substantially all of the investments in our portfolio,
we value our portfolio investments at fair value as determined in good faith by our board of directors using a documented valuation policy
and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not
have a readily available market value, the fair value of our investments may differ significantly from the values that would have been
used had a readily available market value existed for such investments, and the differences could be material. With respect to investments for which market
quotations are not readily available, our board of directors undertakes a multi-step valuation process each quarter, as described below:
| ● | Our quarterly
valuation process begins with each portfolio company or investment being initially valued
by an independent valuation firm, except for those investments where market quotations are
readily available; |
| ● | Preliminary
valuation conclusions are then documented and discussed with our senior management, our investment
advisor, and our auditors; |
| ● | The valuation
committee of our board of directors then reviews these preliminary valuations and approves
them for recommendation to the board of directors; |
| ● | The board of
directors then discusses valuations and determines the fair value of each investment in our
portfolio in good faith, based on the input of our investment advisor, the independent valuation
firm and the valuation committee. |
Our common stock is traded on the Over
the Counter Pink Market, which may make it more difficult for investors to resell their shares due to suitability requirements. Our common stock is currently traded on the OTC
Market under the symbol “PIAC” where we expect it to remain in the foreseeable future. We do not believe that we will become
eligible for the OTCQB Market in the foreseeable future because of our inability to meet the required public float restrictions of the
OTCQB Market. Broker-dealers often decline to trade in OTC Pink stocks given the markets for such securities are often limited, the stocks
are more volatile, and the risk to investors is greater. These factors may reduce the potential market for our common stock by reducing
the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties
or to otherwise dispose of their shares. This could cause our stock price to decline. Our board of directors may change our investment objective,
operating policies and strategies without prior notice or stockholder approval. Our board of directors has the authority, except
as otherwise provided in the 1940 Act, to modify or waive certain of our operating policies and strategies without prior notice and without
stockholder approval. However, absent stockholder approval, we may not change the nature of our business so as to cease to be, or withdraw
our election as, a BDC. We cannot predict the effect any changes to our current operating policies and strategies would have on our business,
operating results and the market price of our common stock. Nevertheless, any such changes could adversely affect our business and impair
our ability to make distributions to our stockholders. Provisions of the Maryland General Corporation
Law and of our charter and bylaws could deter takeover attempts and have an adverse impact on the price of our common stock. The Maryland General Corporation Law and our
charter and bylaws contain provisions that may discourage, delay or make more difficult a change in control of the Company or the removal
of our directors. We are subject to the Maryland Business Combination Act, subject to any applicable requirements of the 1940 Act. Our
board of directors has adopted a resolution exempting from the Business Combination Act any business combination between us and any other
person, subject to prior approval of such business combination by our board of directors, including approval by a majority of our independent
directors. If the resolution exempting business combinations is repealed or our board of directors does not approve a business combination,
the Business Combination Act may discourage third parties from trying to acquire control of us and increase the difficulty of consummating
such an offer. Our bylaws exempt from the Maryland Control Share Acquisition Act acquisitions of our stock by any person. If we amend
our bylaws to repeal the exemption from the Control Share Acquisition Act, the Control Share Acquisition Act also may make it more difficult
for a third party to obtain control of us and increase the difficulty of consummating such a transaction. We have also adopted measures that may make it
difficult for a third party to obtain control of us, including authorizing our board of directors to classify or reclassify shares of
our stock in one or more classes or series, to cause the issuance of additional shares of our stock and to amend our charter without
stockholder approval to increase or decrease the number of shares of stock that we have authority to issue. These provisions, as well
as other provisions of our charter and bylaws, may delay, defer or prevent a transaction or a change in control that might otherwise
be in the best interests of our stockholders. The foregoing provisions are expected to discourage
certain coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to negotiate
first with our board of directors. However, these provisions may deprive a stockholder of the opportunity to sell such stockholder’s
shares of a premium to a potential acquirer. We believe that the benefits of these provisions outweigh the potential disadvantages of
discouraging any such acquisition proposals because, among other things, the negotiation of such proposals may improve their terms. Our
board of directors has considered both the positive and negative effects of the foregoing provisions and determined that they are in
the best interests of our stockholders. House Hanover can resign as our investment
advisor and administrator upon 60 days’ notice and we may not be able to find suitable replacements within that time, or at all,
resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations. House Hanover has the right under the House Hanover
Investment Advisory Agreement to resign as our investment adviser and administrator at any time upon 60 days’ written notice, whether
we have found a replacement or not. If House Hanover was to resign, we may not be able to find a new investment adviser or administrator
or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within
60 days, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our financial condition,
business and results of operations as well as our ability to pay distributions to our stockholders are likely to be adversely affected
and the market price of our shares may decline. In addition, the coordination of our internal management and investment or administrative
activities, as applicable, is likely to suffer if we are unable to identify and reach an agreement with a single institution or group
of executives having the expertise possessed by House Hanover. Even if we are able to retain comparable management, whether internal
or external, the integration of such management and their lack of familiarity with our investment objective may result in additional
costs and time delays that may adversely affect our business, financial condition, results of operations and cash flows. The impact that the COVID-19 pandemic has
had and will continue to have on our business, results of operations, financial position and cash flow. The global economy has been effected by the COVID-19
pandemic, including the small and medium sized businesses in which we are invested. The extent to which our operations may be impacted
will depend largely on future developments, which are uncertain and cannot be predicted, including duration, the restrictions by governmental
authorities to operate businesses and the effect that programs, such as the Paycheck Protection Program by the U.S. Small Business Administration,
will have. Cybersecurity risks and cyber incidents
may adversely affect our business or those of our portfolio companies by causing a disruption to our operations, a compromise or corruption
of confidential information and/or damage to business relationships, or those of our portfolio companies, all of which could negatively
impact our business, results of operations or financial condition. A cyber incident is considered to be any adverse
event that threatens the confidentiality, integrity or availability of our information resources. These incidents may be an intentional
attack or an unintentional event and could involve gaining unauthorized access to, use, alteration or destruction of our information
systems for purposes of misappropriating assets, obtaining ransom payments, stealing confidential information, corrupting data or causing
operational disruption, or may involve phishing. The result of these incidents may include disrupted operations, misstated or unreliable
financial data, liability for stolen information, misappropriation of assets, increased cybersecurity protection and insurance costs,
litigation and damage to our business relationships. This could result in significant losses, reputational damage, litigation, regulatory
fines or penalties, or otherwise adversely affect our business, financial condition or results of operations. In addition, we may be
required to expend significant additional resources to modify our protective measures and to investigate and remediate vulnerabilities
or other exposures arising from operational and security risks. The costs related to cybersecurity incidents may not be fully insured
or indemnified. As our and our portfolio companies’ reliance on technology has increased, so have the risks posed to our information
systems, both internal and those provided by our Investment Adviser and third-party service providers, and the information systems of
our portfolio companies. We, our Investment Adviser and its affiliates have implemented processes, procedures and internal controls to
help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our increased awareness of the nature and extent
of a risk of a cyber incident, may be ineffective and do not guarantee that a cyber incident will not occur or that our financial results,
operations or confidential information will not be negatively impacted by such an incident. Third
parties with which we do business (including, but not limited to, service providers, such as accountants, attorneys, custodians, transfer
agents and administrators, and the issuers of securities in which we invest) may also be sources or targets of cybersecurity or other
technological risks. We outsource certain functions and these relationships allow for the storage and processing of our information and
assets, as well as certain investor, counterparty and borrower information. While we engage in actions to reduce our exposure resulting
from outsourcing, we cannot control the cybersecurity plans and systems put in place by these third parties and ongoing threats may result
in unauthorized access, loss, exposure or destruction of data, or other cybersecurity incidents, with increased costs and other consequences,
including those described above. Privacy and information security laws and regulation changes, and compliance with those changes, may
also result in cost increases due to system changes and the development of new administrative processes. Risks Relating to our Investments We may hold the loans and debt securities
of leveraged companies that may, due to the significant operating volatility typical of such companies, enter into bankruptcy proceedings. Leveraged companies may experience bankruptcy
or similar financial distress. The bankruptcy process has a number of significant inherent risks. Many events in a bankruptcy proceeding
are the product of contested matters and adversary proceedings and are beyond the control of the creditors. A bankruptcy filing by a
portfolio company may adversely and permanently affect that company. If the proceeding is converted to a liquidation, the value of the
portfolio company may not equal the liquidation value that was believed to exist at the time of the investment. The duration of a bankruptcy
proceeding is also difficult to predict, and a creditor’s return on investment can be adversely affected by delays until the plan
of reorganization or liquidation ultimately becomes effective. The administrative costs in connection with a bankruptcy proceeding are
frequently high and would be paid out of the debtor’s estate prior to any return to creditors. Because the standards for classification
of claims under bankruptcy law are vague, our influence with respect to the class of securities or other obligations we own may be lost
by increases in the number and amount of claims in the same class or by different classification and treatment. In the early stages of
the bankruptcy process, it is often difficult to estimate the extent of, or even to identify, any contingent claims that might be made.
In addition, certain claims that have priority by law (for example, claims for taxes) may be substantial. Our investments in private and small and
lower middle-market portfolio companies are risky, and we could lose all or part of our investment. Investments in private and small and lower middle-market
companies involve a number of significant risks. Generally, little public information exists about these companies, and we will rely
on the ability of House Hanover’s investment professionals to obtain adequate information to evaluate the potential returns from
investing in these companies. If we are unable to uncover all material information about these companies, we may not make a fully informed
investment decision, and we may lose money on our investments. Small and lower middle-market companies may have limited financial resources
and may be unable to meet their obligations under their loans and debt securities that we hold, which may be accompanied by a deterioration
in the value of any collateral and a reduction in the likelihood of our realizing any guarantees we may have obtained in connection with
our investment. In addition, such companies typically have shorter operating histories, narrower product lines and smaller market shares
than larger businesses, which tend to render them more vulnerable to competitors’ actions and adverse market conditions, as well
as general economic downturns. Additionally, middle-market companies are more likely to depend on the management talents and efforts
of a small group of persons. Therefore, the death, disability, resignation or termination of one or more of these persons could have
a material adverse impact on one or more of the portfolio companies we invest in and, in turn, on us. Small and lower middle-market companies
also may be parties to litigation and may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence.
In addition, our executive officers, directors and investment advisor may, in the ordinary course of business, be named as defendants
in litigation arising from our investments in portfolio companies. The lack of liquidity in our investments may adversely affect
our business. All of our assets may be invested in illiquid
loans and securities, and a substantial portion of our investments in leveraged companies will be subject to legal and other restrictions
on resale or will otherwise be less liquid than more broadly traded public securities. The illiquidity of these investments may make
it difficult for us to sell such investments if the need arises. In addition, if we are required to liquidate all or a portion of our
portfolio quickly, we may realize significantly less than the value at which we have previously recorded our investments. Also, as noted
above, we may be limited or prohibited in our ability to sell or otherwise exit certain positions in our initial portfolio as such a
transaction could be considered a joint transaction prohibited by the 1940 Act. We are a non-diversified investment company
as defined under the 1940 Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in
securities of a single issuer. We are classified as a non-diversified investment
company as defined under the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets
that we may invest in securities of a single issuer. Beyond the asset diversification requirements associated with our qualification
as a RIC under the Code, we do not have fixed guidelines for diversification. To the extent that we assume large positions in the securities
of a small number of issuers or our investments are concentrated in relatively few industries, our net asset value may fluctuate to a
greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s
assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment
company. Our failure to make follow-on investments in our portfolio companies
could impair the value of our portfolio. Following an initial investment in a portfolio
company, we may make additional investments in that portfolio company as “follow-on” investments, in seeking to increase
or maintain in whole or in part our position as a creditor or equity ownership percentage in a portolio company, exercise warrants, options
or convertible securities that were acquired in the original or subsequent financing, or preserve or enhance the value of our investment. We have discretion to make follow-on investments,
subject to the availability of capital resources. Failure on our part to make follow-on investments may, in some circumstances, jeopardize
the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our
participation in a successful operation. Even if we have sufficient capital to make a desired follow-on investment, we may elect not
to make a follow-on investment because we may not want to increase our level of risk, because we prefer other opportunities or because
we are inhibited by compliance with BDC requirements of the 1940 Act or the desire to maintain our qualification as a RIC. Our ability
to make follow-on investments may also be limited by House Hanover’s allocation policy. When we do not hold controlling equity
interests in our portfolio companies, we may not be able to exercise control over our portfolio companies or to prevent decisions by
management of our portfolio companies that could decrease the value of our investments. If we do not hold controlling equity positions
in the portfolio companies included in our portfolio, we will be subject to the risk that a portfolio company may make business decisions
with which we disagree, and that the management and/or stockholders of a portfolio company may take risks or otherwise act in ways that
are adverse to our interests. Due to the lack of liquidity of the debt and equity investments that we expect to hold in our portfolio
companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company and may
therefore suffer a decrease in the value of our investments. Our portfolio companies may incur debt that ranks equally with,
or senior to, our investments in such companies. We intend to invest a portion of our capital
in second lien and subordinated loans issued by our portfolio companies. The portfolio companies usually have, or may be permitted to
incur, other debt that ranks equally with, or senior to, the loans in which we invest. By their terms, such debt instruments may provide
that the holders are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive
payments in respect of the loans in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy
of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled
to receive payment in full before we receive any distribution in respect of our investment. After repaying senior creditors, a portfolio
company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with loans in
which we invest, we would have to share any distributions on an equal and ratable basis with other creditors holding such debt in the
event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company. Additionally, certain loans that we may make
to portfolio companies may be secured on a second priority basis by the same collateral securing senior secured debt of such companies.
The first priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and
may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the
loans. The holders of obligations secured by first priority liens on the collateral will generally control the liquidation of, and be
entitled to receive proceeds from, any realization of the collateral to repay their obligations in full before us. In addition, the value
of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors.
There can be no assurance that the proceeds, if any, from sales of all of the collateral would be sufficient to satisfy the loan obligations
secured by the second priority liens after payment in full of all obligations secured by the first priority liens on the collateral.
If such proceeds were not sufficient to repay amounts outstanding under the loan obligations secured by the second priority liens, then
we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio
company’s remaining assets, if any. If we make subordinated investments, the
obligors or the portfolio companies may not generate sufficient cash flow to service their debt obligations to us. We may make subordinated investments that rank
below other obligations of the obligor in right of payment. Subordinated investments are subject to greater risk of default than senior
obligations as a result of adverse changes in the financial condition of the obligor or economic conditions in general. If we make a
subordinated investment in a portfolio company, the portfolio company may be highly leveraged, and its relatively high debt-to-equity
ratio may create increased risks that its operations might not generate sufficient cash flow to service all of its debt obligations. Risks Relating to our Common Stock Our share ownership is concentrated. As of March 29, 2024 the Partnerships beneficially
own approximately 95% of our outstanding common stock. As a result, the Partnerships will exert significant influence over all matters
requiring stockholder approval, including the election and removal of directors, any merger, consolidation or sale of all or substantially
all of the assets, as well as any charter amendment and other matters requiring stockholder approval. This concentration of ownership
may delay or prevent a change in control and may have a negative impact on the market price of our common stock by discouraging third
party investors. In addition, the interests of the Partnerships may not always coincide with the interests of our other stockholders. The Company’s common stock may be
subject to the penny stock rules which might make it harder for stockholders to sell. As a result of our stock price, our shares are
subject to the penny stock rules. Because a “penny stock” is, generally speaking, one selling for less than $5.00 per share,
the Company’s common stock may be subject to the foregoing rules. The application of the penny stock rules may affect stockholders’
ability to sell their shares because some broker-dealers may not be willing to make a market in the Company’s common stock because
of the burdens imposed upon them by the penny stock rules which include but are not limited to: Section 15(g) of the Securities Exchange
Act of 1934 and SEC Rules 15g-1 through 15g-6, which impose additional sales practice requirements on broker-dealers who sell Company
securities to persons other than established customers and accredited investors. Rule 15g-2 declares unlawful any broker-dealer
transactions in penny stocks unless the broker-dealer has first provided to the customer a standardized disclosure document. Rule 15g-3 provides that it is unlawful
for a broker-dealer to engage in a penny stock transaction unless the broker-dealer first discloses and subsequently confirms to the
customer the current quotation prices or similar market information concerning the penny stock in question. Rule 15g-4 prohibits broker-dealers
from completing penny stock transactions for a customer unless the broker-dealer first discloses to the customer the amount of compensation
or other remuneration received as a result of the penny stock transaction. Rule 15g-5 requires that a broker-dealer
executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the
transaction, information about the sales persons compensation. Potential stockholders of the Company should
also be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of
fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related
to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press
releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (iv) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (v) the wholesale dumping
of the same securities by promoters and broker dealers after prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses.
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| NAV Per Share |
$ 0.265
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$ 0.266
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$ 0.286
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$ 0.187
|
$ 0.276
|
$ 0.345
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| Risks Relating to our Business and Structure [Member] |
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| General Description of Registrant [Abstract] |
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| Risk [Text Block] |
Risks Relating to our Business and Structure There are significant potential conflicts
of interest that could negatively affect our investment returns. The investment professionals of House Hanover
serve, or may serve, as officers, directors, members, or principals of entities that operate in the same or a related line of business
as we do, or of investment funds, accounts, or investment vehicles managed by House Hanover. Similarly, House Hanover may have other
clients with similar, different or competing investment objectives. In serving in these multiple capacities, they may have obligations
to other clients or investors in those entities, the fulfillment of which may not be in the best interests of us or our stockholders. The management fee structure we have with
House Hanover may create incentives that are not fully aligned with the interests of our stockholders. In the course of our investing activities, we
will pay management fees to House Hanover. We have entered into an investment advisory agreement with House Hanover that provides that
these fees will be based on the value of our net assets. As a result, investors in our common stock will invest on a gross basis and
receive distributions on a net basis after expenses, resulting in a lower rate of return than one might achieve through direct investments. Our board of directors is charged with protecting
our interests by monitoring how House Hanover addresses these and other conflicts of interests associated with its management services
and compensation. While our board of directors is not expected to review or approve each investment decision, borrowing or incurrence
of leverage, our independent directors will periodically review House Hanover’s services and fees as well as its portfolio management
decisions and performance of our portfolio. In connection with these reviews, our independent directors will consider whether our fees
and expenses (including those related to leverage) remain appropriate. As a result of this arrangement, House Hanover may from time to
time have interests that differ from those of our stockholders, giving rise to a conflict. The involvement of our interested directors
in the valuation process may create conflicts of interest. We expect to make many of our portfolio investments
in the form of loans and securities that are not publicly traded and for which no market based price quotation is available. As a result,
our board of directors will determine the fair value of these loans and securities in good faith as described below in “—
Our portfolio investments will be recorded at fair value as determined in good faith by our board of directors and, as a result, there
may be uncertainty as to the value of our portfolio investments.” In connection with that determination, investment professionals
from House Hanover may provide our board of directors with valuations based upon the most recent portfolio company financial statements
available and projected financial results of each portfolio company. While the valuation for most portfolio investments will be prepared
quarterly by an independent valuation firm with the assistance of the Company’s Valuation Committee, the ultimate determination
of fair value will be made by our board of directors, including our interested directors, and not by such third-party valuation firm.
In addition, Mr. Mark DiSalvo, an interested member of our board of directors, has a direct pecuniary interest in House Hanover. The
participation of House Hanover’s investment professionals in our valuation process, and the pecuniary interest in House Hanover
by a member of our board of directors, could result in a conflict of interest as House Hanover’s management fee is based, in part,
on the value of our gross assets. The time and resources that House Hanover
devote to us may be diverted, and we may face additional competition due to the fact that House Hanover and its affiliates are not prohibited
from raising money for, or managing, another entity that makes the same types of investments that we target. House Hanover and some of its affiliates, including
our officers and our non-independent directors, are not prohibited from raising money for, or managing, another investment entity that
makes the same types of investments as those we target. For example, House Hanover could seek to raise capital for a private credit fund
that will have an investment strategy that is identical to our investment strategy. House Hanover and we may seek exemptive relief from
the SEC that would establish a co-investment program with investment funds, accounts and investment vehicles managed by House Hanover;
however, there can be no assurance if and when the SEC would grant such relief. In addition, we may compete with any such investment
entity for the same investors and investment opportunities. House Hanover’s liability is limited
under the House Hanover Investment Advisory Agreement and we have agreed to indemnify House Hanover against certain liabilities, which
may lead House Hanover to act in a riskier manner on our behalf than it would when acting for its own account. Under the House Hanover Investment Advisory Agreement,
House Hanover has not assumed any responsibility to us other than to render the services called for under that agreement. It will not
be responsible for any action of our board of directors by following or declining to follow House Hanover’s advice or recommendations.
Under the House Hanover Investment Advisory Agreement, House Hanover, its officers, members and personnel, and any person controlling
or controlled by House Hanover will not be liable to us, any subsidiary of ours, our directors, our stockholders or any subsidiary’s
stockholders or partners for acts or omissions performed in accordance with and pursuant to the House Hanover Investment Advisory Agreement,
except those resulting from acts constituting gross negligence, willful misfeasance, bad faith or reckless disregard of the duties that
House Hanover owes to us under the House Hanover Investment Advisory Agreement. In addition, as part of the House Hanover Investment
Advisory Agreement, we have agreed to indemnify House Hanover and each of its officers, directors, members, managers and employees from
and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection
with our business and operations or any action taken or omitted on our behalf pursuant to authority granted by the House Hanover Investment
Advisory Agreement, except where attributable to gross negligence, willful misfeasance, bad faith or reckless disregard of such person’s
duties under the House Hanover Investment Advisory Agreement. These protections may lead House Hanover to act in a riskier manner when
acting on our behalf than it would when acting for its own account. Our ability to enter into transactions
with our affiliates will be restricted, which may limit the scope of investments available to us. We are prohibited under the 1940 Act from participating
in certain transactions with our affiliates without the prior approval of our independent directors and, in some cases, the SEC. Any
person that owns, directly or indirectly, 5% or more of our outstanding voting securities will be our affiliate for purposes of the 1940
Act, and we are generally prohibited from buying or selling any security from or to such affiliate without the prior approval of our
independent directors. The 1940 Act also prohibits certain “joint” transactions with certain of our affiliates, which could
include concurrent investments in the same portfolio company, without prior approval of our independent directors and, in some cases,
of the SEC. We are prohibited from buying or selling any security from or to any person that controls us or who owns more than 25% of
our voting securities or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons,
absent the prior approval of the SEC. As a result of these restrictions, we may be prohibited from buying or selling any security (other
than any security of which we are the issuer) from or to any portfolio company of a private fund managed by House Hanover or its affiliates
without the prior approval of the SEC, which may limit the scope of investment opportunities that would otherwise be available to us. We may, however, invest alongside House Hanover’s
investment funds, accounts and investment vehicles in certain circumstances where doing so is consistent with our investment strategy
as well as applicable law and SEC staff interpretations. For example, we may invest alongside such investment funds, accounts and investment
vehicles consistent with guidance promulgated by the SEC staff to purchase interests in a single class of privately placed securities
so long as certain conditions are met, including that House Hanover, acting on our behalf and on behalf of such investment funds, accounts
and investment vehicles, negotiates no term other than price. We may also invest alongside House Hanover’s investment funds, accounts
and investment vehicles as otherwise permissible under regulatory guidance, applicable regulations and House Hanover’s allocation
policy. This allocation policy provides that allocations among us and investment funds, accounts and investment vehicles managed by House
Hanover and its affiliates will generally be made pro rata based on capital available for investment, as determined, in our case, by
our board of directors as well as the terms of our governing documents and those of such investment funds, accounts and investment vehicles.
It is our policy to base our determinations on such factors as the amount of cash on-hand, existing commitments and reserves, if any,
our targeted leverage level, our targeted asset mix and diversification requirements and other investment policies and restrictions set
by our board of directors or imposed by applicable laws, rules, regulations or interpretations. We expect that these determinations will
be made similarly for investment funds, accounts and investment vehicles managed by House Hanover. However, we can offer no assurance
that investment opportunities will be allocated to us fairly or equitably in the short-term or over time. In situations where co-investment with investment
funds, accounts and investment vehicles managed by House Hanover, prior to receiving exemptive relief, is not permitted or appropriate,
such as when there is an opportunity to invest concurrently in different securities of the same issuer or where the different investments
could be expected to result in a conflict between our interests and those of House Hanover’s clients, subject to the limitations
described in the preceding paragraph, House Hanover will need to decide which client will proceed with the investment. House Hanover
will make these determinations based on its policies and procedures, which generally require that such opportunities be offered to eligible
accounts on an alternating basis that will be fair and equitable over time. Moreover, except in certain circumstances, we will be unable
to invest in any issuer in which an investment fund, account or investment vehicle managed by House Hanover has previously invested. We and House Hanover may seek exemptive relief
from the SEC to permit greater flexibility to negotiate the terms of co-investments if our board of directors determines that it would
be advantageous for us to co-invest with investment funds, accounts and investment vehicles managed by House Hanover in a manner consistent
with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent
factors. We believe that co-investment by us and investment funds, accounts and investment vehicles managed by House Hanover may afford
us additional investment opportunities and an ability to achieve greater diversification. Accordingly, if we make an application for
exemptive relief, we will seek an exemptive order permitting us to invest with investment funds, accounts and investment vehicles managed
by House Hanover in the same portfolio companies under circumstances in which such investments would otherwise not be permitted by the
1940 Act. We expect that such exemptive relief permitting co-investments, if granted, would not require review and approval of each co-investment
by our independent directors. There can be no assurance if and when the SEC would grant such relief. You may not receive distributions, or our
distributions may not grow over time. We cannot assure you that we will achieve investment
results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. Our ability
to pay distributions might be adversely affected by the impact of one or more of the risk factors described in this filing. Due to the
asset coverage test applicable to us under the 1940 Act as a BDC, we may be limited in our ability to make distributions. All distributions
will be made at the discretion of our board of directors and will depend on our earnings, financial condition, maintenance of RIC status,
compliance with applicable BDC requirements, and such other factors as our board of directors may deem relative from time to time. We
cannot assure you that we will make distributions to our stockholders in the future. We may have difficulty paying required
distributions to qualify as a RIC if we recognize income before, or without, receiving cash representing such income. For U.S. federal income tax purposes, we will
include in income certain amounts that we have not yet received in cash, such as the accrual of original issue discount. This may arise
if we receive warrants in connection with the making of a loan and in other circumstances, or through contracted PIK interest, which
represents contractual interest added to the loan balance and due at the end of the loan term. Such original issue discount, which could
be significant relative to our overall investment activities, and increases in loan balances as a result of contracted PIK arrangements
will be included in income before we receive any corresponding cash payments. We also may be required to include in income certain other
amounts that we will not receive in cash. Since we may recognize income before or without
receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our net ordinary
income and net short-term capital gains in excess of net long-term capital losses, if any, to achieve qualification as a RIC. In such
a case, we may have to sell some of our investments at times we would not consider advantageous, raise additional debt or equity capital
or reduce new investment originations to meet these distribution requirements. If we are not able to obtain such cash from other sources,
we may continue to fail to qualify as a RIC and thus be subject to corporate-level income tax. PIK interest payments we receive will increase
our assets under management and, as a result, will increase the amount of base management fees payable by us to House Hanover. Certain of our debt investments may contain provisions
providing for the payment of PIK interest. Because PIK interest results in an increase in the size of the loan balance of the underlying
loan, the receipt by us of PIK interest will have the effect of increasing our assets under management. As a result, because the base
management fee that we pay to House Hanover is based on the value of our gross assets, the receipt by us of PIK interest will result
in an increase in the amount of the base management fee payable by us. Our portfolio investments will be recorded
at fair value as determined in good faith by our board of directors and, as a result, there may be uncertainty as to the value of our
portfolio investments. As a BDC, we generally invest in illiquid loans
and securities including debt and equity securities of middle-market companies. Under procedures established by our board of directors,
we value investments for which market quotations are readily available at such market quotations. We obtain these market values from
an independent pricing service or at the mean between the bid and ask prices obtained from at least two brokers or dealers (if available,
otherwise by a principal market maker or a primary market dealer). Debt and equity securities that are not publicly traded or whose market
prices are not readily available are valued at fair value as determined in good faith by our board of directors. Such determination of
fair values may involve subjective judgments and estimates, although we engage independent valuation providers to review the valuation
of each portfolio investment that does not have a readily available market quotation quarterly. Investments purchased within 60 days
of maturity are valued at cost plus accreted discount, or minus amortized premium, which approximate fair value. With respect to unquoted
securities, our board of directors values each investment considering, among other measures, discounted cash flow models, comparisons
of financial ratios of peer companies that are public and other factors, which are provided by a nationally recognized independent valuation
firm. The Company has engaged a third-party valuation firm to perform its independent valuations of the Company’s Level 3 investments.
This valuation firm provides a range of values for selected investments, which is presented to the Valuation Committee to determine the
value for each of the selected investments. When an external event such as a purchase transaction,
public offering or subsequent equity sale occurs, our board of directors uses the pricing indicated by the external event to corroborate
and/or assist us in our valuation. Because there is not a readily available market for substantially all of the investments in our portfolio,
we value our portfolio investments at fair value as determined in good faith by our board of directors using a documented valuation policy
and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not
have a readily available market value, the fair value of our investments may differ significantly from the values that would have been
used had a readily available market value existed for such investments, and the differences could be material. With respect to investments for which market
quotations are not readily available, our board of directors undertakes a multi-step valuation process each quarter, as described below:
| ● | Our quarterly
valuation process begins with each portfolio company or investment being initially valued
by an independent valuation firm, except for those investments where market quotations are
readily available; |
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valuation conclusions are then documented and discussed with our senior management, our investment
advisor, and our auditors; |
| ● | The valuation
committee of our board of directors then reviews these preliminary valuations and approves
them for recommendation to the board of directors; |
| ● | The board of
directors then discusses valuations and determines the fair value of each investment in our
portfolio in good faith, based on the input of our investment advisor, the independent valuation
firm and the valuation committee. |
Our common stock is traded on the Over
the Counter Pink Market, which may make it more difficult for investors to resell their shares due to suitability requirements. Our common stock is currently traded on the OTC
Market under the symbol “PIAC” where we expect it to remain in the foreseeable future. We do not believe that we will become
eligible for the OTCQB Market in the foreseeable future because of our inability to meet the required public float restrictions of the
OTCQB Market. Broker-dealers often decline to trade in OTC Pink stocks given the markets for such securities are often limited, the stocks
are more volatile, and the risk to investors is greater. These factors may reduce the potential market for our common stock by reducing
the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties
or to otherwise dispose of their shares. This could cause our stock price to decline. Our board of directors may change our investment objective,
operating policies and strategies without prior notice or stockholder approval. Our board of directors has the authority, except
as otherwise provided in the 1940 Act, to modify or waive certain of our operating policies and strategies without prior notice and without
stockholder approval. However, absent stockholder approval, we may not change the nature of our business so as to cease to be, or withdraw
our election as, a BDC. We cannot predict the effect any changes to our current operating policies and strategies would have on our business,
operating results and the market price of our common stock. Nevertheless, any such changes could adversely affect our business and impair
our ability to make distributions to our stockholders. Provisions of the Maryland General Corporation
Law and of our charter and bylaws could deter takeover attempts and have an adverse impact on the price of our common stock. The Maryland General Corporation Law and our
charter and bylaws contain provisions that may discourage, delay or make more difficult a change in control of the Company or the removal
of our directors. We are subject to the Maryland Business Combination Act, subject to any applicable requirements of the 1940 Act. Our
board of directors has adopted a resolution exempting from the Business Combination Act any business combination between us and any other
person, subject to prior approval of such business combination by our board of directors, including approval by a majority of our independent
directors. If the resolution exempting business combinations is repealed or our board of directors does not approve a business combination,
the Business Combination Act may discourage third parties from trying to acquire control of us and increase the difficulty of consummating
such an offer. Our bylaws exempt from the Maryland Control Share Acquisition Act acquisitions of our stock by any person. If we amend
our bylaws to repeal the exemption from the Control Share Acquisition Act, the Control Share Acquisition Act also may make it more difficult
for a third party to obtain control of us and increase the difficulty of consummating such a transaction. We have also adopted measures that may make it
difficult for a third party to obtain control of us, including authorizing our board of directors to classify or reclassify shares of
our stock in one or more classes or series, to cause the issuance of additional shares of our stock and to amend our charter without
stockholder approval to increase or decrease the number of shares of stock that we have authority to issue. These provisions, as well
as other provisions of our charter and bylaws, may delay, defer or prevent a transaction or a change in control that might otherwise
be in the best interests of our stockholders. The foregoing provisions are expected to discourage
certain coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to negotiate
first with our board of directors. However, these provisions may deprive a stockholder of the opportunity to sell such stockholder’s
shares of a premium to a potential acquirer. We believe that the benefits of these provisions outweigh the potential disadvantages of
discouraging any such acquisition proposals because, among other things, the negotiation of such proposals may improve their terms. Our
board of directors has considered both the positive and negative effects of the foregoing provisions and determined that they are in
the best interests of our stockholders. House Hanover can resign as our investment
advisor and administrator upon 60 days’ notice and we may not be able to find suitable replacements within that time, or at all,
resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations. House Hanover has the right under the House Hanover
Investment Advisory Agreement to resign as our investment adviser and administrator at any time upon 60 days’ written notice, whether
we have found a replacement or not. If House Hanover was to resign, we may not be able to find a new investment adviser or administrator
or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within
60 days, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our financial condition,
business and results of operations as well as our ability to pay distributions to our stockholders are likely to be adversely affected
and the market price of our shares may decline. In addition, the coordination of our internal management and investment or administrative
activities, as applicable, is likely to suffer if we are unable to identify and reach an agreement with a single institution or group
of executives having the expertise possessed by House Hanover. Even if we are able to retain comparable management, whether internal
or external, the integration of such management and their lack of familiarity with our investment objective may result in additional
costs and time delays that may adversely affect our business, financial condition, results of operations and cash flows. The impact that the COVID-19 pandemic has
had and will continue to have on our business, results of operations, financial position and cash flow. The global economy has been effected by the COVID-19
pandemic, including the small and medium sized businesses in which we are invested. The extent to which our operations may be impacted
will depend largely on future developments, which are uncertain and cannot be predicted, including duration, the restrictions by governmental
authorities to operate businesses and the effect that programs, such as the Paycheck Protection Program by the U.S. Small Business Administration,
will have. Cybersecurity risks and cyber incidents
may adversely affect our business or those of our portfolio companies by causing a disruption to our operations, a compromise or corruption
of confidential information and/or damage to business relationships, or those of our portfolio companies, all of which could negatively
impact our business, results of operations or financial condition. A cyber incident is considered to be any adverse
event that threatens the confidentiality, integrity or availability of our information resources. These incidents may be an intentional
attack or an unintentional event and could involve gaining unauthorized access to, use, alteration or destruction of our information
systems for purposes of misappropriating assets, obtaining ransom payments, stealing confidential information, corrupting data or causing
operational disruption, or may involve phishing. The result of these incidents may include disrupted operations, misstated or unreliable
financial data, liability for stolen information, misappropriation of assets, increased cybersecurity protection and insurance costs,
litigation and damage to our business relationships. This could result in significant losses, reputational damage, litigation, regulatory
fines or penalties, or otherwise adversely affect our business, financial condition or results of operations. In addition, we may be
required to expend significant additional resources to modify our protective measures and to investigate and remediate vulnerabilities
or other exposures arising from operational and security risks. The costs related to cybersecurity incidents may not be fully insured
or indemnified. As our and our portfolio companies’ reliance on technology has increased, so have the risks posed to our information
systems, both internal and those provided by our Investment Adviser and third-party service providers, and the information systems of
our portfolio companies. We, our Investment Adviser and its affiliates have implemented processes, procedures and internal controls to
help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our increased awareness of the nature and extent
of a risk of a cyber incident, may be ineffective and do not guarantee that a cyber incident will not occur or that our financial results,
operations or confidential information will not be negatively impacted by such an incident. Third
parties with which we do business (including, but not limited to, service providers, such as accountants, attorneys, custodians, transfer
agents and administrators, and the issuers of securities in which we invest) may also be sources or targets of cybersecurity or other
technological risks. We outsource certain functions and these relationships allow for the storage and processing of our information and
assets, as well as certain investor, counterparty and borrower information. While we engage in actions to reduce our exposure resulting
from outsourcing, we cannot control the cybersecurity plans and systems put in place by these third parties and ongoing threats may result
in unauthorized access, loss, exposure or destruction of data, or other cybersecurity incidents, with increased costs and other consequences,
including those described above. Privacy and information security laws and regulation changes, and compliance with those changes, may
also result in cost increases due to system changes and the development of new administrative processes.
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Risks Relating to our Investments We may hold the loans and debt securities
of leveraged companies that may, due to the significant operating volatility typical of such companies, enter into bankruptcy proceedings. Leveraged companies may experience bankruptcy
or similar financial distress. The bankruptcy process has a number of significant inherent risks. Many events in a bankruptcy proceeding
are the product of contested matters and adversary proceedings and are beyond the control of the creditors. A bankruptcy filing by a
portfolio company may adversely and permanently affect that company. If the proceeding is converted to a liquidation, the value of the
portfolio company may not equal the liquidation value that was believed to exist at the time of the investment. The duration of a bankruptcy
proceeding is also difficult to predict, and a creditor’s return on investment can be adversely affected by delays until the plan
of reorganization or liquidation ultimately becomes effective. The administrative costs in connection with a bankruptcy proceeding are
frequently high and would be paid out of the debtor’s estate prior to any return to creditors. Because the standards for classification
of claims under bankruptcy law are vague, our influence with respect to the class of securities or other obligations we own may be lost
by increases in the number and amount of claims in the same class or by different classification and treatment. In the early stages of
the bankruptcy process, it is often difficult to estimate the extent of, or even to identify, any contingent claims that might be made.
In addition, certain claims that have priority by law (for example, claims for taxes) may be substantial. Our investments in private and small and
lower middle-market portfolio companies are risky, and we could lose all or part of our investment. Investments in private and small and lower middle-market
companies involve a number of significant risks. Generally, little public information exists about these companies, and we will rely
on the ability of House Hanover’s investment professionals to obtain adequate information to evaluate the potential returns from
investing in these companies. If we are unable to uncover all material information about these companies, we may not make a fully informed
investment decision, and we may lose money on our investments. Small and lower middle-market companies may have limited financial resources
and may be unable to meet their obligations under their loans and debt securities that we hold, which may be accompanied by a deterioration
in the value of any collateral and a reduction in the likelihood of our realizing any guarantees we may have obtained in connection with
our investment. In addition, such companies typically have shorter operating histories, narrower product lines and smaller market shares
than larger businesses, which tend to render them more vulnerable to competitors’ actions and adverse market conditions, as well
as general economic downturns. Additionally, middle-market companies are more likely to depend on the management talents and efforts
of a small group of persons. Therefore, the death, disability, resignation or termination of one or more of these persons could have
a material adverse impact on one or more of the portfolio companies we invest in and, in turn, on us. Small and lower middle-market companies
also may be parties to litigation and may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence.
In addition, our executive officers, directors and investment advisor may, in the ordinary course of business, be named as defendants
in litigation arising from our investments in portfolio companies. The lack of liquidity in our investments may adversely affect
our business. All of our assets may be invested in illiquid
loans and securities, and a substantial portion of our investments in leveraged companies will be subject to legal and other restrictions
on resale or will otherwise be less liquid than more broadly traded public securities. The illiquidity of these investments may make
it difficult for us to sell such investments if the need arises. In addition, if we are required to liquidate all or a portion of our
portfolio quickly, we may realize significantly less than the value at which we have previously recorded our investments. Also, as noted
above, we may be limited or prohibited in our ability to sell or otherwise exit certain positions in our initial portfolio as such a
transaction could be considered a joint transaction prohibited by the 1940 Act. We are a non-diversified investment company
as defined under the 1940 Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in
securities of a single issuer. We are classified as a non-diversified investment
company as defined under the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets
that we may invest in securities of a single issuer. Beyond the asset diversification requirements associated with our qualification
as a RIC under the Code, we do not have fixed guidelines for diversification. To the extent that we assume large positions in the securities
of a small number of issuers or our investments are concentrated in relatively few industries, our net asset value may fluctuate to a
greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s
assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment
company. Our failure to make follow-on investments in our portfolio companies
could impair the value of our portfolio. Following an initial investment in a portfolio
company, we may make additional investments in that portfolio company as “follow-on” investments, in seeking to increase
or maintain in whole or in part our position as a creditor or equity ownership percentage in a portolio company, exercise warrants, options
or convertible securities that were acquired in the original or subsequent financing, or preserve or enhance the value of our investment. We have discretion to make follow-on investments,
subject to the availability of capital resources. Failure on our part to make follow-on investments may, in some circumstances, jeopardize
the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our
participation in a successful operation. Even if we have sufficient capital to make a desired follow-on investment, we may elect not
to make a follow-on investment because we may not want to increase our level of risk, because we prefer other opportunities or because
we are inhibited by compliance with BDC requirements of the 1940 Act or the desire to maintain our qualification as a RIC. Our ability
to make follow-on investments may also be limited by House Hanover’s allocation policy. When we do not hold controlling equity
interests in our portfolio companies, we may not be able to exercise control over our portfolio companies or to prevent decisions by
management of our portfolio companies that could decrease the value of our investments. If we do not hold controlling equity positions
in the portfolio companies included in our portfolio, we will be subject to the risk that a portfolio company may make business decisions
with which we disagree, and that the management and/or stockholders of a portfolio company may take risks or otherwise act in ways that
are adverse to our interests. Due to the lack of liquidity of the debt and equity investments that we expect to hold in our portfolio
companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company and may
therefore suffer a decrease in the value of our investments. Our portfolio companies may incur debt that ranks equally with,
or senior to, our investments in such companies. We intend to invest a portion of our capital
in second lien and subordinated loans issued by our portfolio companies. The portfolio companies usually have, or may be permitted to
incur, other debt that ranks equally with, or senior to, the loans in which we invest. By their terms, such debt instruments may provide
that the holders are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive
payments in respect of the loans in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy
of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled
to receive payment in full before we receive any distribution in respect of our investment. After repaying senior creditors, a portfolio
company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with loans in
which we invest, we would have to share any distributions on an equal and ratable basis with other creditors holding such debt in the
event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company. Additionally, certain loans that we may make
to portfolio companies may be secured on a second priority basis by the same collateral securing senior secured debt of such companies.
The first priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and
may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the
loans. The holders of obligations secured by first priority liens on the collateral will generally control the liquidation of, and be
entitled to receive proceeds from, any realization of the collateral to repay their obligations in full before us. In addition, the value
of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors.
There can be no assurance that the proceeds, if any, from sales of all of the collateral would be sufficient to satisfy the loan obligations
secured by the second priority liens after payment in full of all obligations secured by the first priority liens on the collateral.
If such proceeds were not sufficient to repay amounts outstanding under the loan obligations secured by the second priority liens, then
we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio
company’s remaining assets, if any. If we make subordinated investments, the
obligors or the portfolio companies may not generate sufficient cash flow to service their debt obligations to us. We may make subordinated investments that rank
below other obligations of the obligor in right of payment. Subordinated investments are subject to greater risk of default than senior
obligations as a result of adverse changes in the financial condition of the obligor or economic conditions in general. If we make a
subordinated investment in a portfolio company, the portfolio company may be highly leveraged, and its relatively high debt-to-equity
ratio may create increased risks that its operations might not generate sufficient cash flow to service all of its debt obligations.
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Risks Relating to our Common Stock Our share ownership is concentrated. As of March 29, 2024 the Partnerships beneficially
own approximately 95% of our outstanding common stock. As a result, the Partnerships will exert significant influence over all matters
requiring stockholder approval, including the election and removal of directors, any merger, consolidation or sale of all or substantially
all of the assets, as well as any charter amendment and other matters requiring stockholder approval. This concentration of ownership
may delay or prevent a change in control and may have a negative impact on the market price of our common stock by discouraging third
party investors. In addition, the interests of the Partnerships may not always coincide with the interests of our other stockholders. The Company’s common stock may be
subject to the penny stock rules which might make it harder for stockholders to sell. As a result of our stock price, our shares are
subject to the penny stock rules. Because a “penny stock” is, generally speaking, one selling for less than $5.00 per share,
the Company’s common stock may be subject to the foregoing rules. The application of the penny stock rules may affect stockholders’
ability to sell their shares because some broker-dealers may not be willing to make a market in the Company’s common stock because
of the burdens imposed upon them by the penny stock rules which include but are not limited to: Section 15(g) of the Securities Exchange
Act of 1934 and SEC Rules 15g-1 through 15g-6, which impose additional sales practice requirements on broker-dealers who sell Company
securities to persons other than established customers and accredited investors. Rule 15g-2 declares unlawful any broker-dealer
transactions in penny stocks unless the broker-dealer has first provided to the customer a standardized disclosure document. Rule 15g-3 provides that it is unlawful
for a broker-dealer to engage in a penny stock transaction unless the broker-dealer first discloses and subsequently confirms to the
customer the current quotation prices or similar market information concerning the penny stock in question. Rule 15g-4 prohibits broker-dealers
from completing penny stock transactions for a customer unless the broker-dealer first discloses to the customer the amount of compensation
or other remuneration received as a result of the penny stock transaction. Rule 15g-5 requires that a broker-dealer
executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the
transaction, information about the sales persons compensation. Potential stockholders of the Company should
also be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of
fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related
to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press
releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (iv) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (v) the wholesale dumping
of the same securities by promoters and broker dealers after prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses.
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v3.25.0.1
Cybersecurity Risk Management and Strategy Disclosure
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Cybersecurity Risk Management, Strategy, and Governance [Line Items] |
|
| Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block] |
Princeton
Capital Corporation (the “Company”) has processes in place to assess, identify, and manage material risks from cybersecurity
threats. The Company’s business is dependent on the communications and information systems of House Hanover, LLC (the “Investment
Adviser”) and other third-party service providers. The Investment Adviser manages the Company’s day-to-day operations and
has implemented a cybersecurity program that applies to the Company and its operations. Cybersecurity Program
Overview The
Investment Adviser has instituted a cybersecurity program designed to identify, assess, and manage cyber risks applicable to the Company.
The cyber risk management program involves risk assessments, implementation of security measures, and ongoing monitoring of systems and
networks, including networks on which the Company relies. The Investment Adviser actively monitors the current threat landscape in an
effort to identify material risks arising from new and evolving cybersecurity threats, including material risks faced by the Company. The
Company relies on the Investment Adviser to engage external experts, including cybersecurity assessors, consultants, and auditors, to
evaluate cybersecurity measures and risk management processes, including those applicable to the Company. The Company relies on the Investment
Adviser’s risk management program and processes, which include cyber risk assessments. The
Company depends on and engages various third parties, including suppliers, vendors, and service providers, to operate its business. The
Company relies on the expertise of risk management, legal, information technology, and compliance personnel of the Investment Adviser
when identifying and overseeing risks from cybersecurity threats associated with the Company’s use of such entities. Board Oversight of
Cybersecurity Risks The
board of directors of the Company (“Board”) provides strategic oversight on cybersecurity matters, including risks associated
with cybersecurity threats. The Board receives periodic updates from the Chief Compliance Officer (“CCO”) of the Company,
who also serves as Chief Compliance Officer of the Investment Adviser, regarding the overall state of the Investment Adviser’s
cybersecurity program, information on the current threat landscape, and briefing on material risks from cybersecurity threats and material
cybersecurity incidents impacting the Company. Management’s
Role in Cybersecurity Risk Management The Company’s
Management, including the Company’s CCO, manages the Company’s cybersecurity program, under the supervision of the Company’s
Audit Committee. The CCO of the Company oversees the Company’s risk management function generally and relies on the Investment
Adviser to assist with assessing and managing material risks from cybersecurity threats. The Company’s CCO has been responsible
for this oversight function as CCO to the Company for over 6 years and has worked in the financial services industry for over 25 years,
during which time the CCO has gained expertise in assessing and managing risks applicable to the Company. Management
of the Company is informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents impacting
the Company, including through the receipt of notifications from service providers and reliance on communications with risk management,
legal, information technology, and/or compliance personnel of the Investment Adviser. Assessment of Cybersecurity
Risk The potential impact of risks from cybersecurity
threats on the Company are assessed on an ongoing basis, and how such risks could materially affect the Company’s business strategy,
operational results, and financial condition are regularly evaluated. During the reporting period, the Company has not identified any
risks from cybersecurity threats, including as a result of previous cybersecurity incidents, that the Company believes have materially
affected, or are reasonably likely to materially affect, the Company, including its business strategy, operational results, and financial
condition.
|
| Cybersecurity Risk Management Third Party Engaged [Flag] |
false
|
| Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] |
The
board of directors of the Company (“Board”) provides strategic oversight on cybersecurity matters, including risks associated
with cybersecurity threats. The Board receives periodic updates from the Chief Compliance Officer (“CCO”) of the Company,
who also serves as Chief Compliance Officer of the Investment Adviser, regarding the overall state of the Investment Adviser’s
cybersecurity program, information on the current threat landscape, and briefing on material risks from cybersecurity threats and material
cybersecurity incidents impacting the Company.
|
| Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] |
true
|
| Cybersecurity Risk Management Positions or Committees Responsible [Flag] |
false
|
| Cybersecurity Risk Management Positions or Committees Responsible [Text Block] |
Management
of the Company is informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents impacting
the Company, including through the receipt of notifications from service providers and reliance on communications with risk management,
legal, information technology, and/or compliance personnel of the Investment Adviser.
|
| Cybersecurity Risk Board of Directors Oversight [Text Block] |
The
board of directors of the Company (“Board”) provides strategic oversight on cybersecurity matters, including risks associated
with cybersecurity threats. The Board receives periodic updates from the Chief Compliance Officer (“CCO”) of the Company,
who also serves as Chief Compliance Officer of the Investment Adviser, regarding the overall state of the Investment Adviser’s
cybersecurity program, information on the current threat landscape, and briefing on material risks from cybersecurity threats and material
cybersecurity incidents impacting the Company.
|
| Cybersecurity Risk Role of Management [Text Block] |
Management’s
Role in Cybersecurity Risk Management The Company’s
Management, including the Company’s CCO, manages the Company’s cybersecurity program, under the supervision of the Company’s
Audit Committee. The CCO of the Company oversees the Company’s risk management function generally and relies on the Investment
Adviser to assist with assessing and managing material risks from cybersecurity threats. The Company’s CCO has been responsible
for this oversight function as CCO to the Company for over 6 years and has worked in the financial services industry for over 25 years,
during which time the CCO has gained expertise in assessing and managing risks applicable to the Company. Management
of the Company is informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents impacting
the Company, including through the receipt of notifications from service providers and reliance on communications with risk management,
legal, information technology, and/or compliance personnel of the Investment Adviser.
|
| Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] |
false
|
| Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Text Block] |
The potential impact of risks from cybersecurity
threats on the Company are assessed on an ongoing basis, and how such risks could materially affect the Company’s business strategy,
operational results, and financial condition are regularly evaluated. During the reporting period, the Company has not identified any
risks from cybersecurity threats, including as a result of previous cybersecurity incidents, that the Company believes have materially
affected, or are reasonably likely to materially affect, the Company, including its business strategy, operational results, and financial
condition.
|
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v3.25.0.1
Accounting Policies, by Policy (Policies)
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Significant Accounting Policies [Abstract] |
|
| Basis of Presentation |
Basis of Presentation The accompanying financial statements have been
prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In accordance
with Regulation S-X under the Securities Act of 1933 and Securities Exchange Act of 1934, the Company does not consolidate portfolio
company investments. The accounting records of the Company are maintained in U.S. dollars. As an investment company, as defined by the
1940 Act, the Company follows investment company accounting and reporting guidance of Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) Topic 946 – Financial Services - Investment Companies, which is U.S. GAAP.
|
| Use of Estimates |
Use of Estimates The preparation of financial statements in conformity
with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of income and expenses during the reporting period. Changes in the economic
environment, financial markets, creditworthiness of our portfolio companies and any other parameters used in determining these estimates
could cause actual results to differ. It is likely that changes in these estimates will occur in the near term. The Company’s estimates
are inherently subjective in nature and actual results could differ materially from such estimates.
|
| Portfolio Investment Classification |
Portfolio Investment Classification The Company classifies its investments in accordance
with the requirements of the 1940 Act. Under the 1940 Act, “Control Investments” are defined as investments in companies
in which the Company owns more than 25% of the voting securities or maintains greater than 50% of the board representation. Under the
1940 Act, “Affiliated Investments” are defined as those non-control investments in companies in which the Company owns between
5% and 25% of the voting securities. Under the 1940 Act, “Non-affiliated Investments” are defined as investments that are
neither Control Investments nor Affiliated Investments. As of December 31, 2023, the Company had control investments in Advantis Certified
Staffing Solutions, Inc., PCC SBH Sub, Inc., Rockfish Holdings, LLC, Rockfish Seafood Grill, Inc., Integrated Medical Partners, LLC and
Dominion Medical Management, Inc. as defined under the 1940 Act. As of December 31, 2022, the Company had control investments in Advantis
Certified Staffing Solutions, Inc., PCC SBH Sub, Inc., Rockfish Holdings, LLC, Rockfish Seafood Grill, Inc., Integrated Medical Partners,
LLC and Dominion Medical Management, Inc. as defined under the 1940 Act. Investments are recognized when we assume an
obligation to acquire a financial instrument and assume the risks for gains or losses related to that instrument. Investments are derecognized
when we assume an obligation to sell a financial instrument and forgo the risks for gains and losses related to that instrument. Specifically,
we record all security transactions on a trade date basis. Investments in other non-security financial instruments, such as limited partnerships
or private companies, are recorded on the basis of subscription date or redemption date, as applicable. Amounts for investments recognized
or derecognized but not yet settled are reported as receivables for investments sold or payable for investments acquired, respectively,
in the Statements of Assets and Liabilities.
|
| Valuation of Investments |
Valuation of Investments In accordance with U.S. GAAP, fair value is defined
as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly
transaction between market participants at the measurement date. In determining fair value, our board of directors
uses various valuation approaches. In accordance with U.S. GAAP, ASC 820 establishes a fair value hierarchy for inputs and is used in
measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most
observable inputs be used when available. Observable inputs are those that market participants
would use in pricing the asset or liability based on market data obtained from sources independent of the board of directors. Unobservable
inputs reflect our board of director’s assumptions about the inputs market participants would use in pricing the asset or liability
developed based on the best information available in the circumstances. With respect to investments for which market
quotations are not readily available, our board of directors undertakes a multi-step valuation process each quarter, as described below:
| ● | Our quarterly valuation process
begins with each portfolio company or investment being initially valued by an independent
valuation firm, except for those investments where market quotations are readily available. |
| ● | Preliminary valuation conclusions
are then documented and discussed with our senior management and our investment advisor. |
| ● | The valuation committee of our board
of directors then reviews these preliminary valuations and approves them for recommendation
to the board of directors. |
| ● | The board of directors then discusses
valuations and determines the fair value of each investment in our portfolio in good faith,
based on the input of our investment advisor, the independent valuation firm and the valuation
committee. |
U.S. GAAP establishes a framework for measuring
fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs to
valuation techniques used to measure fair value into three levels. The level in the fair value hierarchy within which the fair value
measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the
fair value hierarchy are as follows: Level 1 — Valuations based on
unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation
adjustments and block discounts are not applied to Level 1 securities. Since valuations are based on quoted prices that are readily and
regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on
quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 — Valuations based on
inputs that are unobservable and significant to the overall fair value measurement. The availability of valuation techniques and
observable inputs can vary from security to security and is affected by a wide variety of factors including, the type of security, whether
the security is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent
that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires
more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence
of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values
may be materially higher or lower than the values that would have been used had a ready market for the securities existed. Accordingly,
the degree of judgment exercised by the board of directors in determining fair value is greatest for securities categorized in Level
3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases,
for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined
based on the lowest level input that is significant to the fair value measurement. For the fair value measurements as of December 31,
2023, there were no changes in the valuation technique for the Company’s investments from the prior quarter. Fair value is a market-based measure considered
from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not
readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset
or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including periods
of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This
condition could cause a security to be reclassified to a lower level within the fair value hierarchy.
|
| Valuation Processes |
Valuation Processes The Company establishes valuation processes and
procedures to ensure that the valuation techniques for investments that are categorized within Level 3 of the fair value hierarchy are
fair, consistent, and verifiable. The Company’s board of directors designates a Valuation Committee (the “Committee”)
to oversee the entire valuation process of the Company’s Level 3 investments. The Committee is comprised of independent directors
and reports to the Company’s board of directors. The Committee is responsible for developing the Company’s written valuation
processes and procedures, conducting periodic reviews of the valuation policies, and evaluating the overall fairness and consistent application
of the valuation policies. The Committee meets on a quarterly basis, or
more frequently as needed, to determine the valuations of the Company’s Level 3 investments. Valuations determined by the Committee
are required to be supported by market data, third-party pricing sources, industry accepted pricing models, counterparty prices, or other
methods that the Committee deems to be appropriate. The Company will periodically test its valuations
of Level 3 investments through performing back testing of the sales of such investments by comparing the amounts realized against the
most recent fair values reported, and if necessary, uses the findings to recalibrate its valuation procedures. On a quarterly basis,
the Company engages the services of a nationally recognized third-party valuation firm to perform an independent valuation of the Company’s
Level 3 investments. This valuation firm provides a range of values for selected investments, which is presented to the Valuation
Committee to determine the value for each of the selected investments.
|
| Investment Valuation |
Investment Valuation We expect that most of our portfolio investments
will take the form of securities that are not publicly traded. The fair value of loans, securities and other investments that are not
publicly traded may not be readily determinable, and we will value these investments at fair value as determined in good faith by our
board of directors, including reflecting significant events affecting the value of our investments. Most, if not all, of our investments
(other than cash and cash equivalents) will be classified as Level 3 under Financial Accounting Standards Board Accounting Standards
Codification “Fair Value Measurements and Disclosures”, or ASC 820. This means that our portfolio valuations will be based
on unobservable inputs and our own assumptions about how market participants would price the asset or liability in question. We expect
that inputs into the determination of fair value of our portfolio investments will require significant management judgment or estimation.
Even if observable market data are available, such information may be the result of consensus pricing information or broker quotes, which
include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus
pricing and/or quotes accompanied by disclaimers materially reduces the reliability of such information. We expect to retain the services
of one or more independent service providers to review the valuation of these loans and securities. The types of factors that the board
of directors may take into account in determining the fair value of our investments generally include, as appropriate, comparison to
publicly traded securities including such factors as yield, maturity and measures of credit quality, the enterprise value of a portfolio
company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and
discounted cash flow, the markets in which the portfolio company does business and other relevant factors. Because such valuations, and
particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time
and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a
ready market for these loans and securities existed. Our net asset value could be adversely affected if our determinations regarding
the fair value of our investments were materially higher than the values that we ultimately realize upon the disposal of such loans and
securities. We will adjust the valuation of our portfolio
quarterly to reflect our board of directors’ determination of the fair value of each investment in our portfolio. Any changes in
fair value are recorded in our statement of operations as net change in unrealized gain or loss on investments. Debt Securities The Company’s portfolio consists primarily
of first lien loans, second lien loans, and unsecured loans. Investments for which market quotations are readily available (“Level
2 Loans”) are generally valued using market quotations, which are generally obtained from an independent pricing service or broker-dealers.
For other debt investments (“Level 3 Loans”), market quotations are not available and other techniques are used to determine
fair value. The Company considers its Level 3 Loans to be performing if the borrower is not in default, the borrower is remitting payments
in a timely manner, the loan is in covenant compliance or is otherwise not deemed to be impaired. In determining the fair value of the
performing Level 3 Loans, the Board considers fluctuations in current interest rates, the trends in yields of debt instruments with similar
credit ratings, financial condition of the borrower, economic conditions, success and prepayment fees, and other relevant factors, both
qualitative and quantitative. In the event that a Level 3 Loan instrument is not performing, as defined above, the Board may evaluate
the value of the collateral utilizing the same framework described above for a performing loan to determine the value of the Level 3
Loan instrument. Equity Investments Our equity investments, including common stock,
membership interests, and warrants, are generally valued using a market approach and income approach. The income approach utilizes primarily
the discount rate to value the investment whereas the primary inputs for the market approach are the earnings before interest, taxes,
depreciation and amortization (“EBITDA”) multiple and revenue multiples. The Black-Scholes Option Pricing Model, a valuation
technique that follows the income approach, is used to allocate the value of the equity to the investment. The pricing model takes into
account the contract terms (including maturity) as well as multiple inputs, including time value, implied volatility, equity prices,
risk free rates, and interest rates.
|
| Valuation of Other Financial Instruments |
Valuation of Other Financial Instruments The carrying amounts of the Company’s other,
non-investment, financial instruments, consisting of cash, receivables, accounts payable, and accrued expenses, approximate fair value
due to their short-term nature.
|
| Cash, Cash Equivalents and Restricted Cash |
Cash, Cash Equivalents and Restricted Cash The Company deposits its cash and restricted
cash in financial institutions and, at times, such balances may be in excess of the Federal Deposit Insurance Corporation insured limit;
however, management does not believe it is exposed to any significant credit risk. Cash equivalents are short-term, highly liquid investments
that are readily convertible to known amounts of cash and present insignificant risk of changes in value. The following table provides a reconciliation
of cash and restricted cash reporting within the Statements of Assets and Liabilities that sum to the total of the same such amounts
shown in the Statements of Cash Flows:
| | |
December 31, | | |
December 31, | |
| | |
2023 | | |
2022 | |
| Cash and Cash Equivalents | |
$ | 1,937,768 | | |
$ | 1,525,723 | |
| Restricted Cash | |
| 41,891 | | |
| 40,823 | |
| Total Cash, Cash Equivalents and Restricted Cash | |
$ | 1,979,659 | | |
$ | 1,566,546 | |
As of December 31, 2023 and December 31, 2022,
restricted cash consisted of cash held for deposit with law firms that represents the Company in its litigation with Great Value Storage,
LLC.
|
| U.S. Treasury Bills |
U.S. Treasury Bills At the end of each fiscal quarter, we may take
proactive steps to be in compliance with the RIC diversification requirements under Subchapter M of the Code, which are dependent upon
the composition of our total assets at quarter end. We may accomplish this in several ways, including purchasing U.S. Treasury Bills
and closing out positions after quarter-end. As of December 31, 2023 and December 31, 2022, the Company did not purchase any U.S. Treasury
Bills. The Company does not expect to meet the qualifications of a RIC nor anticipate buying U.S. Treasury Bills until such time as certain
strategic alternatives are achieved.
|
| Revenue Recognition |
Revenue Recognition Realized gains or losses on the sale of investments
are calculated using the specific identification method. The Company measures realized gains or losses by the difference between the
net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or
depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Interest income, adjusted for amortization of
premium and accretion of discount, is recorded on an accrual basis. Origination, closing and/or commitment fees associated with senior
and subordinated secured loans are accreted into interest income over the respective terms of the applicable loans. Upon the prepayment
of a senior or subordinated secured loan, any prepayment penalties and unamortized loan origination, closing and commitment fees are
recorded as interest income. Generally, when a payment default occurs on a loan in the portfolio, or if the Company otherwise believes
that the borrower will not be able to make contractual interest payments, the Company may place the loan on non-accrual status and cease
recognizing interest income on the loan until all principal and interest is current through payment, or until a restructuring occurs,
and the interest income is deemed to be collectible. The Company may make exceptions to this policy if a loan has sufficient collateral
value, is in the process of collection or is viewed to be able to pay all amounts due if the loan were to be collected on through an
investment in or sale of the business, the sale of the assets of the business, or some portion or combination thereof. Dividend income is recorded on the ex-dividend
date. Structuring fees, excess deal deposits, prepayment
fees and similar fees are recognized as income as earned, usually when paid. Other fee income from investment sources can
include loan fees, annual fees or monitoring fees from our portfolio investments and are included in other income from non-control/non-affiliate
investments and other income from non-investment sources. Income from such sources for the years ended December 31, 2023, 2022 and 2021
was $8,140, $17,996 and $24,060, respectively. Other income from non-investment sources is generally
comprised of interest income earned on cash held in a bank account. For the year ended December 31, 2022, $24,000 of the other income
from non-investment sources resulted from the reversal of previously accrued administration fees.
|
| Payment-in-Kind Interest (“PIK”) |
Payment-in-Kind Interest (“PIK”) We have investments in our portfolio that contain
a PIK interest provision. Any PIK interest is added to the principal balance of such investments and is recorded as income, if the portfolio
company valuation indicates that such PIK interest is collectible. For the years ended December 31, 2023, 2022 and 2021 PIK interest
was $166,339, $0 and $97,401, respectively. In order to qualify as a RIC, substantially all of this income must be paid out to stockholders
in the form of dividends, even if we have not collected any cash.
|
| Net Change in Unrealized Gain or Loss |
Net Change in Unrealized Gain or Loss Net change in unrealized gain or loss will reflect
the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation
or depreciation, when gains or losses are realized.
|
| Legal Fees |
Legal Fees Legal fees invoiced to the Company for the years
ended December 31, 2023, 2022 and 2021, were incurred in the normal operating course of business and are included in legal fees on the
Statements of Operations. The Company incurred legal fees related to the
lawsuit against Great Value Storage, LLC (“GVS”). The amounts invoiced to the Company, prior to the final judgment received
on March 4, 2021, for the years ended December 31, 2021 were $14,423. These amounts are recoverable per the loan agreements and are invoiced
to GVS and included in the account Due from portfolio companies on the Statements of Assets and Liabilities. The amount invoiced to the
Company after the final judgment received on March 4, 2021, for the years ended December 31, 2023, 2022 and 2021 was $4,631, $511,441
and $200,857, respectively. These amounts are for fees incurred to recover our judgment and were expensed to legal fees on the Statements
of Operations.
|
| Federal and State Income Taxes |
Federal and State Income Taxes The Company was taxed as a regular corporation
(a “C corporation”) under subchapter C of the Internal Revenue Code of 1986, as amended (the “Code”), for its
2022 and 2021 taxable years. The Company uses the liability method of accounting for income taxes. Deferred tax assets and liabilities
are recorded for tax loss carryforwards and temporary differences between the tax basis of assets and liabilities and their reported
amounts in the financial statements, using statutory tax rates in effect for the year in which the temporary differences are expected
to reverse. A valuation allowance is provided against deferred tax assets when it is more likely than not that some portion or all of
the deferred tax assets will not be realized. The Company did not meet the qualifications of
a RIC for the 2022 and 2021 tax years and was taxed as a corporation under the Code. The failure to qualify as a RIC did not impact the
2022 or 2021 tax years as the Company incurred tax losses. As a result of the losses incurred for the years ended December 31, 2022 and
2021, the Company intends to carry forward the net operating losses to future periods in which the Company generates taxable income to
reduce its tax liability. The Company did not meet the qualifications of
a RIC for the 2023 tax year and will be taxed as a corporation under the Code. It may not be in the best interests of the Company’s
stockholders to elect to be taxed as a RIC at the present time due to the net operating losses and capital loss carryforwards the Company
currently has. Further, we do not expect to meet the qualifications of a RIC until such time as certain strategic alternatives are achieved.
Management will make a determination that is in the best interests of the Company and its stockholders. In order to qualify as a RIC, among other things,
the Company is required to distribute to its stockholders on a timely basis at least 90% of investment company taxable income, as defined
by the Code, for each year. So long as the Company achieves its status as a RIC, it generally will not pay corporate-level U.S. federal
and state income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends.
Rather, any tax liability related to income earned by the Company will represent obligations of the Company’s investors and will
not be reflected in the financial statements of the Company. While the Company does not expect to meet the qualifications of a RIC until
such time as certain strategic alternatives are achieved, it can still declare a dividend even though it is not required to do so. The Company evaluates tax positions taken or
expected to be taken while preparing its financial statements to determine whether the tax positions are “more-likely-than-not”
of being sustained by the applicable tax authority. The Company recognizes the tax benefits of uncertain tax positions only where the
position has met the “more-likely-than-not” threshold. The Company classifies penalties and interest associated with income
taxes, if any, as income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based
on factors including, but not limited to, ongoing analyses of tax laws, regulations and interpretations thereof.
|
| Dividends and Distributions |
Dividends and Distributions Dividends and distributions to common stockholders
are recorded on the ex-dividend date. The amount, if any, to be paid as a dividend is approved by our board of directors each quarter
and is generally based upon our management’s estimate of our earnings for the quarter. Dividends and distributions to common stockholders
are recorded on the ex-dividend date. The amount, if any, to be paid as a dividend is approved by our board of directors each quarter
and is generally based upon our management’s estimate of our earnings for the quarter. For the year ended December 31, 2022, the Company
declared and paid a cash dividend of $0.075 per share of common stock on or about December 1, 2022 to stockholders of record as of the
close of business on November 21, 2022. For the years ended December 31, 2023 and 2021,
no dividends were declared or distributed to stockholders.
|
| Per Share Information |
Per Share Information Basic and diluted earnings (loss) per common
share is calculated using the weighted average number of common shares outstanding for the period presented. Basic earnings (loss) per share is computed by
dividing earnings (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss)
per share is computed by dividing earnings (loss) per share by the weighted average number of shares outstanding, plus, any potentially
dilutive shares outstanding during the period. For the years ended December 31, 2023, 2022 and 2021, basic and diluted earnings (loss)
per share were the same, since there were no potentially dilutive securities outstanding.
|
| Capital Accounts |
Capital Accounts Certain capital accounts including undistributed
net investment income, accumulated net realized gain or loss, accumulated net unrealized gain or loss, and paid-in capital in excess
of par, are adjusted, at least annually, for permanent differences between book and tax. In addition, the character of income and gains
to be distributed is determined in accordance with income tax regulations that may differ from U.S. GAAP.
|
| Recent Accounting Pronouncements |
Recent Accounting Pronouncements In March 2022, the FASB issued ASU 2022-02, “Financial
Instruments - Credit Losses (Topic 326)”, which is intended to address issues identified during the post-implementation review
of ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”.
The amendment, among other things, eliminates the accounting guidance for troubled debt restructurings by creditors in Subtopic 310-40,
“Receivables - Troubled Debt Restructurings by Creditors”, while enhancing disclosure requirements for certain loan refinancings
and restructurings by creditors when a borrower is experiencing financial difficulty. The new guidance is effective for interim and annual
periods beginning after December 15, 2022. The Company has evaluated and will continue to evaluate the impact of the adoption of ASU
2022-02 on its financial statements and disclosures. Presently, the adoption of ASU 2022-02 has no impact on the Company’s financial
statements and disclosures. In June 2022, the FASB issued Accounting Standards
Update No. 2022-03, or ASU, 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual
Sale Restrictions, or ASU 2022-03, which changed the fair value measurement disclosure requirements of ASC Topic 820, Fair Value Measurements
and Disclosures, or ASC 820. The amendments clarify that a contractual restriction on the sale of an equity security is not considered
part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify
that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The new guidance is effective
for fiscal years beginning after December 15, 2023, including interim periods therein. Early application is permitted. The Company has
evaluated and will continue to evaluate the impact the adoption of this new accounting standard will have on its financial statements,
but the impact of the adoption is not expected to be material. Presently, the adoption of this new accounting standard has no impact
on the Company’s financial statements.
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| X |
- DefinitionDisclosure of accounting policy for investment in financial asset. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(3)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(f)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(f)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(f)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 12
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-12
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 19
-Subparagraph (2)
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-Topic 450
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-Topic 946
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-Section S99
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-Subparagraph (SX 210.6-07(1))
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-Topic 235
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-Section 50
-Paragraph 4
-Subparagraph (f)
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-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (e)
-SubTopic 10
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-Name Accounting Standards Codification
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-SubTopic 10
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-Paragraph 4
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-SubTopic 10
-Topic 275
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v3.25.0.1
Nature of Operations and Description of Restatement (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Nature of Operations and Description of Restatement [Abstract] |
|
| Schedule of Financial Statements |
Advantis Certified Staffing Solutions,
Inc.
| | |
As of
December 31,
2023
as Reported | | |
Adjustments | | |
As of
December 31,
2023
as Restated | |
| Balance Sheet | |
| | | |
| | | |
| | |
| Current Assets | |
$ | 4,307 | | |
$ | (286 | ) | |
$ | 4,021 | |
| Noncurrent Assets | |
| - | | |
| - | | |
| - | |
| Current Liabilities | |
| 12,906 | | |
| 374 | | |
| 13,280 | |
| Noncurrent Liabilities | |
| - | | |
| - | | |
| - | |
|
| Schedule of Income Statement |
| | |
Year
Ended
December 31,
2023
as Reported | | |
Adjustments | | |
Year
Ended
December 31,
2023
as Restated | |
| Income Statement | |
| | | |
| | | |
| | |
| Net Revenue (Loss) | |
$ | 9,202 | | |
$ | (1,953 | ) | |
$ | 7,249 | |
| Gross Profit | |
| 3,608 | | |
| (1,953 | ) | |
| 1,655 | |
| Net Income (Loss) | |
| 3,126 | | |
| (2,612 | ) | |
| 514 | |
|
| X |
- DefinitionTabular disclosure of condensed financial statements, including, but not limited to, the balance sheet, income statement, and statement of cash flows. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Name Regulation S-X (SX)
-Number 210
-Section 12
-Subsection 04
-Paragraph a
-Publisher SEC
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
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-Name Regulation S-X (SX)
-Number 210
-Section 12
-Subsection 04
-Paragraph a
-Publisher SEC
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
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v3.25.0.1
Significant Accounting Policies (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Significant Accounting Policies [Abstract] |
|
| Schedule of Reconciliation of Cash and Restricted Cash Reporting Statements of Assets and Liabilities |
The following table provides a reconciliation
of cash and restricted cash reporting within the Statements of Assets and Liabilities that sum to the total of the same such amounts
shown in the Statements of Cash Flows:
| | |
December 31, | | |
December 31, | |
| | |
2023 | | |
2022 | |
| Cash and Cash Equivalents | |
$ | 1,937,768 | | |
$ | 1,525,723 | |
| Restricted Cash | |
| 41,891 | | |
| 40,823 | |
| Total Cash, Cash Equivalents and Restricted Cash | |
$ | 1,979,659 | | |
$ | 1,566,546 | |
|
| X |
- References
+ Details
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| X |
- DefinitionTabular disclosure of cash and cash equivalents restricted as to withdrawal or usage. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(1)(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-SubTopic 10
-Topic 230
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v3.25.0.1
Net Increase (Decrease) in Net Assets Resulting from Operations Per Common Share (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Net Increase (Decrease) in Net Assets Resulting from Operations Per Common Share [Abstract] |
|
| Schedule of Basic and Diluted Net Increase (Decrease) in Net Assets Resulting from Operations Per Common Share |
The following information sets forth the computation
of basic and diluted net increase (decrease) in net assets resulting from operations per common share for the years ended December 31,
2023, 2022, and 2021.
| |
|
For the Year Ended December 31, |
|
| Per Share Data (1): |
|
2023 |
|
|
2022 |
|
|
2021 |
|
| |
|
|
|
|
|
|
|
|
|
| Net increase (decrease) in net assets resulting from
operations |
|
$ |
(178,900 |
) |
|
$ |
6,646,925 |
|
|
$ |
11,993,452 |
|
| Weighted average shares outstanding for year |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
|
120,486,061 |
|
|
|
120,486,061 |
|
|
|
120,486,061 |
|
| Diluted |
|
|
120,486,061 |
|
|
|
120,486,061 |
|
|
|
120,486,061 |
|
| Basic and diluted net increase (decrease) in net assets resulting
from operations per common share |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
$ |
(0.001 |
) |
|
$ |
0.055 |
|
|
$ |
0.100 |
|
| Diluted |
|
$ |
(0.001 |
) |
|
$ |
0.055 |
|
|
$ |
0.100 |
|
| (1) | Per share data based on weighted average shares outstanding. |
|
| X |
- References
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-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
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v3.25.0.1
Fair Value of Investments (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Fair Value of Investments [Abstract] |
|
| Schedule of Company’s Assets Measured at Fair Value |
The following tables presents information about
the Company’s assets measured at fair value as of December 31, 2023 and 2022:
| | |
As of December 31, 2023 | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| Portfolio Investments | |
| | |
| | |
| | |
| |
| First Lien Loans | |
$ | - | | |
$ | - | | |
$ | 12,301,440 | | |
$ | 12,301,440 | |
| Second Lien Loans | |
| - | | |
| - | | |
| 11,652,480 | | |
| 11,652,480 | |
| Equity | |
| - | | |
| - | | |
| 5,781,033 | | |
| 5,781,033 | |
| Total Portfolio Investments | |
| - | | |
| - | | |
| 29,734,953 | | |
| 29,734,953 | |
| Total Investments | |
$ | - | | |
$ | - | | |
$ | 29,734,953 | | |
$ | 29,734,953 | |
| | |
As of December 31, 2022 | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| Portfolio Investments | |
| | | |
| | | |
| | | |
| | |
| First Lien Loans | |
$ | - | | |
$ | - | | |
$ | 13,144,967 | | |
$ | 13,144,967 | |
| Second Lien Loans | |
| - | | |
| - | | |
| 10,976,647 | | |
| 10,976,647 | |
| Equity | |
| - | | |
| - | | |
| 6,442,474 | | |
| 6,442,474 | |
| Total Portfolio Investments | |
| - | | |
| - | | |
| 30,564,088 | | |
| 30,564,088 | |
| Total Investments | |
$ | - | | |
$ | - | | |
$ | 30,564,088 | | |
$ | 30,564,088 | |
|
| Schedule of Changes in Level 3 Assets Measured at Fair Value |
Changes in Level 3 assets measured at fair value for the year ended
December 31, 2023 are as follows:
| |
|
First Lien
Loans |
|
|
Second Lien
Loans |
|
|
Unsecured
Loans |
|
|
Equity |
|
|
Total |
|
| Fair value at beginning of year |
|
$ |
13,144,967 |
|
|
$ |
10,976,647 |
|
|
$ |
- |
|
|
$ |
6,442,474 |
|
|
$ |
30,564,088 |
|
| Sales or repayment of investments |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Payment-in-kind interest |
|
|
- |
|
|
|
166,339 |
|
|
|
- |
|
|
|
- |
|
|
|
166,339 |
|
| Realized loss on investments |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,200 |
) |
|
|
(1,200 |
) |
| Change in unrealized gain (loss) on investments |
|
|
(843,527 |
) |
|
|
509,494 |
|
|
|
- |
|
|
|
(660,241 |
) |
|
|
(994,274 |
) |
| Transfers in/out |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Fair value at end of year |
|
$ |
12,301,440 |
|
|
$ |
11,652,480 |
|
|
$ |
- |
|
|
$ |
5,781,033 |
|
|
$ |
29,734,953 |
|
| Change in unrealized gain (loss)
on Level 3 investments still held as of December 31, 2023 |
|
$ |
(843,527 |
) |
|
$ |
509,494 |
|
|
$ |
- |
|
|
$ |
(660,241 |
) |
|
$ |
(994,274 |
) |
Changes in Level 3 assets measured at fair value for the year ended
December 31, 2022 are as follows:
| |
|
First Lien
Loans |
|
|
Second Lien
Loans |
|
|
Unsecured
Loans |
|
|
Equity |
|
|
Total |
|
| Fair value at beginning of year |
|
$ |
19,400,200 |
|
|
$ |
11,435,134 |
|
|
$ |
- |
|
|
$ |
3,471,758 |
|
|
$ |
34,307,092 |
|
| Purchases of investments |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Sales or repayment of investments |
|
|
(11,168,883 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(11,168,883 |
) |
| Payment-in-kind interest |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Realized gain on investments |
|
|
4,368,297 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
4,368,297 |
|
| Change in unrealized gain (loss) on investments |
|
|
387,194 |
|
|
|
(300,328 |
) |
|
|
- |
|
|
|
2,970,716 |
|
|
|
3,057,582 |
|
| Transfer due to restructuring |
|
|
158,159 |
|
|
|
(158,159 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Fair value at end of year |
|
$ |
13,144,967 |
|
|
$ |
10,976,647 |
|
|
$ |
- |
|
|
$ |
6,442,474 |
|
|
$ |
30,564,088 |
|
| Change in unrealized gain (loss)
on Level 3 investments still held as of December 31, 2022 |
|
$ |
(1,400,513 |
) |
|
$ |
(458,487 |
) |
|
$ |
- |
|
|
$ |
2,970,716 |
|
|
$ |
1,111,716 |
|
|
| Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements |
The following table provides quantitative information
regarding Level 3 fair value measurements as of December 31, 2023:
| Description | | Fair Value | | | Valuation Technique (1) | | Unobservable
Inputs | | Range (Average (2)) |
| First Lien Loans | | $ | 12,128,041 | | | Enterprise Value Coverage | | EV / Store level EBITDAR | | 5.25x-5.75x (5.50x) | | | | | | | | | | Location Value | | $1,425,000-$1,625,000 (1,525,000) | | Total | | | 12,128,041 | | | | | | | | | | | | | | | | | | | | | Second Lien Loans | | | 11,652,480 | | | Enterprise Value Coverage | | EV / Run Rate Revenue | | 0.37x-0.42x (0.39x) | | | | | | | | | | EV / PF EBITDA | | 5.50x-6.50x (6.00x) | | Total | | | 11,652,480 | | | | | | | | | | | | | | | | | | | | | Unsecured Loans | | | - | | | Enterprise Value Coverage | | EV / Run Rate Revenue | | 0.37x-0.42x (0.39x) | | Total | | | - | | | | | | | | | | | | | | | | | | | | | Equity | | | 4,237,192 | | | Enterprise Value Coverage | | EV / Run Rate Revenue | | 0.37x-0.42x (0.39x) | | | | | | | | | | EV / PF EBITDA | | 5.50x-6.50x (6.00x) | | | | | | | | | | EV / Store level EBITDAR | | 5.25x-5.75x (5.50x) | | | | | | | | | | Location Value | | $1,425,000-$1,625,000 ($1,525,000) | | | | | | | | | | Cost Approach | | $1,413,000-$1,727,000 (1,570,000) | | | | | 1,543,841 | | | Appraisal Value Coverage | | Sales Comparison Approach | | $1,440,000-$1,760,000 ($1,600,000) | | Total | | | 5,781,033 | | | | | | | | | Total Level 3 Investments | | $ | 29,561,554 | | | | | | | | The following table provides quantitative information
regarding Level 3 fair value measurements as of December 31, 2022:
| Description | | Fair Value | | | Valuation Technique (1) | | Unobservable
Inputs | | Range (Average (2)) |
| First Lien Loans | | $ | 12,959,968 | | | Enterprise Value Coverage | | EV / Store level EBITDAR | | 5.00x-5.50x (5.25x) | | | | | | | | | | Location Value | | $1,450,000-$1,650,000 ($1,550,000) | | Total | | | 12,959,968 | | | | | | | | | | | | | | | | | | | | | Second Lien Loans | | | 10,976,647 | | | Enterprise Value Coverage | | EV / LTM Revenue | | 0.39x-0.44x (0.42x) | | | | | | | | | | EV / PF EBITDA | | 5.50x-6.50x (6.00x) | | Total | | | 10,976,647 | | | | | | | | | | | | | | | | | | | | | Unsecured Loans | | | - | | | Enterprise Value Coverage | | EV / LTM Revenue | | 0.39x-0.44x (0.42x) | | Total | | | - | | | | | | | | | | | | | | | | | | | | | Equity | | | 4,742,945 | | | Enterprise Value Coverage | | EV / LTM Revenue | | 0.39x-0.44x (0.42x) | | | | | | | | | | EV / PF EBITDA | | 5.50x-6.50x (6.00x) | | | | | | | | | | EV / Store level EBITDAR | | 5.00x-5.50x (5.25x) | | | | | | | | | | Location Value | | $1,450,000-$1,650,000 ($1,550,000) | | | | | 1,698,329 | | | Appraisal Value Coverage | | Cost Approach | | $1,449,000-$1,771,000 ($1,610,000) | | | | | | | | | | Sales Comparison Approach | | $1,431,000-$1,749,000 ($1,590,000) | | Total | | | 6,441,274 | | | | | | | | | Total Level 3 Investments | | $ | 30,377,889 | | | | | | | |
| (1) | There were no changes in the valuation technique for the Company’s investments from the prior quarter. |
| (2) | The average represents the arithmetic average of the unobservable inputs and is not weighted by the relative fair value. |
|
| X |
- DefinitionTabular disclosure of input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
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-Section 55
-Paragraph 103
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-Topic 820
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-Topic 946
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-URI https://asc.fasb.org/1943274/2147478795/946-210-50-6
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-Paragraph 6
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-Topic 946
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-Section 50
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v3.25.0.1
Income Tax (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Income Tax [Abstract] |
|
| Schedule of C Corporation and Subject to Federal and State Corporate Income Taxes |
The Company is currently taxable as a C corporation
and subject to federal and state corporate income taxes. The Company recorded a provision as follows:
| | |
2023 | | |
2022 | | |
2021 | |
| Current expense | |
$ | 64,993 | | |
$ | - | | |
$ | - | |
| Deferred expense | |
| - | | |
| - | | |
| - | |
| Total expense | |
$ | 64,993 | | |
$ | - | | |
$ | - | |
|
| Schedule of Components of Deferred Tax Assets and Liabilities |
The components of deferred tax assets and liabilities
at December 31, 2023, 2022 and 2021 were as follows:
| Deferred tax assets: | |
2023 | | |
2022 | | |
2021 | |
| Net operating loss carryforward | |
$ | 641,502 | | |
$ | 1,207,956 | | |
$ | 929,161 | |
| Net capital loss carryforwards | |
| 651,514 | | |
| 651,262 | | |
| 1,568,604 | |
| Other | |
| 3,476 | | |
| 3,475 | | |
| 181,375 | |
| Basis differences in investments | |
| 730,130 | | |
| 117,820 | | |
| 716,075 | |
| Total gross deferred tax assets | |
| 2,026,622 | | |
| 1,980,513 | | |
| 3,395,215 | |
| Less: Valuation allowance | |
| (2,026,622 | ) | |
| (1,980,513 | ) | |
| (3,395,215 | ) |
| Net deferred tax assets | |
$ | - | | |
$ | - | | |
$ | - | |
|
| Schedule of Difference between the Tax Provision (Benefit) at the Statutory Federal Income Tax Rate and the Tax Provision (Benefit) |
The
difference between the tax provision (benefit) at the statutory federal income tax rate and the tax provision (benefit) was as follows:
| | |
2023 | | |
2022 | | |
2021 | |
| Federal statutory tax rate | |
| 21.00 | % | |
| 21.00 | % | |
| 21.00 | % |
| Federal payable true up | |
| - | | |
| - | | |
| - | |
| State tax, net of federal benefit | |
| (7.25 | ) | |
| - | | |
| - | |
| Permanent items | |
| - | | |
| - | | |
| - | |
| Capital loss carryforward expiration | |
| - | | |
| - | | |
| 9.11 | |
| Deferred true-up | |
| (30.33 | ) | |
| 0.29 | | |
| - | |
| Rate change | |
| - | | |
| - | | |
| - | |
| Increase (decrease) in valuation allowance | |
| (40.48 | ) | |
| (21.29 | ) | |
| (30.11 | ) |
| Other | |
| - | | |
| - | | |
| - | |
| Effective tax rate | |
| (57.06 | )% | |
| - | % | |
| - | % |
|
| X |
- DefinitionTabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 740
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-Paragraph 9
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-Topic 740
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-Section 55
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v3.25.0.1
Related Party Transactions (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Related Party Transactions [Abstract] |
|
| Schedule of Asset-Based Fee |
This asset-based fee will vary depending upon our gross assets, as adjusted, as follows: | Gross Assets | | Fee | | first $150 million of gross assets | | 20 basis points (0.20%) | | next $150 million of gross assets | | 15 basis points (0.15%) | | next $200 million of gross assets | | 10 basis points (0.10%) | | in excess of $500 million of gross assets | | 5 basis points (0.05%) |
|
| X |
- DefinitionTabular disclosure of related party transactions. Examples of related party transactions include, but are not limited to, transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners and (d) affiliates.
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v3.25.0.1
Financial Highlights (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Investment Company, Financial Highlights [Abstract] |
|
| Schedule of Financial Highlights |
| | |
Year Ended December 31, | |
| | |
2023 | | |
2022 | | |
2021 | | |
2020 | | |
2019 | |
| Per Share Data (1): | |
| | |
| | |
| | |
| | |
| |
| Net asset value at beginning of period | |
$ | 0.266 | | |
$ | 0.286 | | |
$ | 0.187 | | |
$ | 0.276 | | |
$ | 0.345 | |
| Net investment income (loss) | |
| 0.007 | | |
| (0.006 | ) | |
| (0.007 | ) | |
| (0.005 | ) | |
| (0.009 | ) |
| Change in unrealized gain (loss) | |
| (0.008 | ) | |
| 0.025 | | |
| 0.106 | | |
| (0.022 | ) | |
| (0.060 | ) |
| Realized gain (loss) | |
| - | | |
| 0.036 | | |
| - | | |
| (0.062 | ) | |
| - | |
| Dividend distribution | |
| - | | |
| (0.075 | ) | |
| - | | |
| - | | |
| - | |
| Net asset value at end of period | |
$ | 0.265 | | |
$ | 0.266 | | |
$ | 0.286 | | |
$ | 0.187 | | |
$ | 0.276 | |
| Total return based on net
asset value (2) | |
| (0.4 | )% | |
| (7.0 | )% | |
| 52.9 | % | |
| (32.60 | )% | |
| (20.0 | )% |
| Weighted average shares outstanding for period, basic | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | |
| Ratio/Supplemental Data: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net assets at end of period | |
$ | 31,904,562 | | |
$ | 32,083,462 | | |
$ | 34,472,992 | | |
$ | 22,479,540 | | |
$ | 33,280,329 | |
| Average net assets | |
$ | 32,367,206 | | |
$ | 35,317,720 | | |
$ | 29,126,862 | | |
$ | 25,276,013 | | |
$ | 38,504,249 | |
| Total operating expenses to average net assets | |
| 4.9 | % | |
| 6.6 | % | |
| 6.0 | % | |
| 6.2 | % | |
| 5.8 | % |
| Net operating expenses to average net assets | |
| 4.9 | % | |
| 6.6 | % | |
| 6.0 | % | |
| 6.2 | % | |
| 5.8 | % |
| Net operating expenses excluding management fees, incentive
fees, and interest expense to average net assets | |
| 4.0 | % | |
| 5.6 | % | |
| 5.1 | % | |
| 5.2 | % | |
| 4.9 | % |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net investment income (loss) to average net assets | |
| 2.5 | % | |
| (2.2 | )% | |
| (3.0 | )% | |
| (2.7 | )% | |
| (2.8 | )% |
| Net investment income (loss) to average net assets, excluding
other income from non-investment sources | |
| 2.5 | % | |
| (2.3 | )% | |
| (3.0 | )% | |
| (3.0 | )% | |
| (2.8 | )% |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net increase (decrease) in net assets resulting from operations
to average net assets | |
| -0.6 | % | |
| 18.8 | % | |
| 41.2 | % | |
| (42.7 | )% | |
| (21.5 | )% |
| Portfolio Turnover | |
| 0.00 | % | |
| 32.3 | % | |
| 0.4 | % | |
| 0.4 | % | |
| 0.7 | % |
| (1) | Financial highlights are based on weighted average shares outstanding. | | | | | (2) | Total return based on net asset value is based upon the change in net asset value per share between the opening and ending net asset values per share in the period. The total returns are not annualized. |
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-Topic 946
-SubTopic 205
-Name Accounting Standards Codification
-Section 50
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v3.25.0.1
Unconsolidated Significant Subsidiaries (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Unconsolidated Significant Subsidiaries [Abstract] |
|
| Schedule of Summarized Financial Information |
The
following tables show the summarized financial information for Advantis Certified Staffing Solutions, Inc. (numbers in thousands):
| | |
As of
December 31,
2023 | | |
As of
December 31,
2022 | |
| Balance Sheet | |
| | |
| |
| Current Assets | |
$ | 4,021 | | |
$ | 2,843 | |
| Noncurrent Assets | |
| - | | |
| - | |
| Current Liabilities | |
| 13,280 | | |
| 12,616 | |
| Noncurrent Liabilities | |
| - | | |
| - | |
|
| Schedule of Income Statement |
| | |
Year Ended
December 31,
2023 | | |
Year Ended
December 31,
2022 | | |
Year Ended
December 31,
2021 | |
| Income Statement | |
| | |
| | |
| |
| Net Revenue (Loss) | |
$ | 7,249 | | |
$ | 8,757 | | |
$ | 8,182 | |
| Gross Profit | |
| 1,655 | | |
| 1,694 | | |
| 1,993 | |
| Net Income (Loss) | |
| 514 | | |
| 66 | | |
| 269 | |
|
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-Name Regulation S-X (SX)
-Number 210
-Section 12
-Subsection 04
-Paragraph a
-Publisher SEC
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
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v3.25.0.1
Selected Quarterly Financial Data (Unaudited) (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Selected Quarterly Financial Data (Unaudited) [Abstract] |
|
| Schedule of Selected Quarterly Financial Data (Unaudited) |
| | |
Quarter Ended | |
| | |
December 31,
2023 | | |
September 30,
2023 | | |
June 30,
2023 | | |
March 31,
2023 | |
| | |
| | |
| | |
| | |
| |
| Total Investment Income | |
$ | 518,826 | | |
$ | 513,278 | | |
$ | 740,055 | | |
$ | 708,734 | |
| Total Operating Expenses | |
| 393,392 | | |
| 354,352 | | |
| 419,818 | | |
| 431,764 | |
| Income Tax Expense | |
| 59,363 | | |
| 174 | | |
| 5,456 | | |
| - | |
| Net Investment Income | |
| 66,071 | | |
| 158,752 | | |
| 314,781 | | |
| 276,970 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net Realized Loss on Investments | |
| (1,200 | ) | |
| - | | |
| - | | |
| - | |
| Net Change in Unrealized Appreciation/(Depreciation) | |
| (919,008 | ) | |
| (941,952 | ) | |
| 2,160,718 | | |
| (1,294,032 | ) |
| Net Increase (Decrease) in Net Assets Resulting from Operations | |
$ | (854,137 | ) | |
$ | (783,200 | ) | |
$ | 2,475,499 | | |
$ | (1,017,062 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net Increase (Decrease) in Net Assets from Operations per Common
Share: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | (0.007 | ) | |
$ | (0.007 | ) | |
$ | 0.021 | | |
$ | (0.008 | ) |
| Diluted | |
$ | (0.007 | ) | |
$ | (0.007 | ) | |
$ | 0.021 | | |
$ | (0.008 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted Average Common Shares Outstanding - Basic | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | |
| Weighted Average Common Shares Outstanding - Diluted | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | |
| | |
Quarter Ended | |
| | |
December 31,
2022 | | |
September 30,
2022 | | |
June 30,
2022 | | |
March 31,
2022 | |
| | |
| | |
| | |
| | |
| |
| Total Investment Income | |
$ | 454,302 | | |
$ | 433,260 | | |
$ | 425,799 | | |
$ | 241,282 | |
| Total Operating Expenses | |
| 490,674 | | |
| 705,916 | | |
| 578,244 | | |
| 558,307 | |
| Income Tax Expense | |
| - | | |
| - | | |
| 456 | | |
| - | |
| Net Investment Loss | |
| (36,372 | ) | |
| (272,656 | ) | |
| (152,901 | ) | |
| (317,025 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net Realized Gain on Investments | |
| 4,368,297 | | |
| - | | |
| - | | |
| - | |
| Net Change in Unrealized Appreciation/(Depreciation) | |
| (3,407,385 | ) | |
| 7,255,747 | | |
| (11,550 | ) | |
| (779,230 | ) |
| Net Increase (Decrease) in Net Assets Resulting from Operations | |
$ | 924,540 | | |
$ | 6,983,091 | | |
$ | (164,451 | ) | |
$ | (1,096,255 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net Increase (Decrease) in Net Assets from Operations per Common
Share: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | 0.008 | | |
$ | 0.058 | | |
$ | (0.001 | ) | |
$ | (0.009 | ) |
| Diluted | |
$ | 0.008 | | |
$ | 0.058 | | |
$ | (0.001 | ) | |
$ | (0.009 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted Average Common Shares Outstanding - Basic | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | |
| Weighted Average Common Shares Outstanding - Diluted | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | |
| | |
Quarter Ended | |
| | |
December 31,
2021 | | |
September 30,
2021 | | |
June 30,
2021 | | |
March 31,
2021 | |
| | |
| | |
| | |
| | |
| |
| Total Investment Income | |
$ | 361,663 | | |
$ | 357,695 | | |
$ | 78,015 | | |
$ | 77,163 | |
| Total Operating Expenses | |
| 588,863 | | |
| 401,238 | | |
| 383,730 | | |
| 380,491 | |
| Income Tax Expense | |
| - | | |
| - | | |
| - | | |
| - | |
| Net Investment Loss | |
| (227,200 | ) | |
| (43,543 | ) | |
| (305,715 | ) | |
| (303,328 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net Realized Gain/(Loss) on Investments | |
| - | | |
| - | | |
| - | | |
| - | |
| Net Change in Unrealized Appreciation/(Depreciation) | |
| 1,967,671 | | |
| (1,630,575 | ) | |
| 8,126,090 | | |
| 4,410,052 | |
| Net Increase (Decrease) in Net Assets Resulting from Operations | |
$ | 1,740,471 | | |
$ | (1,674,118 | ) | |
$ | 7,820,375 | | |
$ | 4,106,724 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net Increase (Decrease) in Net Assets from Operations per Common
Share: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | 0.014 | | |
$ | (0.014 | ) | |
$ | 0.065 | | |
$ | 0.034 | |
| Diluted | |
$ | 0.014 | | |
$ | (0.014 | ) | |
$ | 0.065 | | |
$ | 0.034 | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted Average Common Shares Outstanding - Basic | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | |
| Weighted Average Common Shares Outstanding - Diluted | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | | |
| 120,486,061 | |
|
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-SubTopic 10
-Topic 270
-Publisher FASB
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v3.25.0.1
Schedule 12-14 (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Schedule 12-14 [Abstract] |
|
| Schedule of Fair Value of Control and Affiliate Investments |
The
table below represents the fair value of control and affiliate investments at December 31, 2022 and any amortization, purchases, sales,
and realized and change in unrealized gain (loss) made to such investments, as well as the ending fair value as of December 31, 2023.
Portfolio Company/Type of Investment (1) | | Principal
Amount/Shares/ Ownership %
at December 31,
2023 | | | Amount of
Interest and
Dividends
Credited
in Income | | | Fair Value at
December 31,
2022 | | | Purchases(2) | | | Sales | | | Transfers from
Restructuring/ Transfers into
Control
Investments | | | Change in
Unrealized
Gains/(Losses) | | | Fair Value at
December 31, 2023 | | | Control Investments | | | | | | | | | | | | | | | | | | | | | | | | | | Advantis Certified Staffing Solutions, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | Second Lien Loan, 12.0% Cash, due 11/30/2021(3) | | $ | 4,500,000 | | | $ | - | | | $ | 3,656,647 | | | $ | - | | | $ | - | | | | - | | | $ | 1,079,494 | | | $ | 4,736,141 | | | Unsecured loan Consolidated BL Note 6.33% due 12/31/2023 | | $ | 1,381,586 | | | | 87,454 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Common Stock – Series A (3) | | | 225,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Common Stock – Series B (3) | | | 9,500,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Warrant for 250,000 Shares of Series A Common Stock, exercise price $0.01 per share, expires 1/1/2027(3) | | | 1 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Warrant for 700,000 Shares of Series A Common Stock, exercise price $0.01 per share, expires 1/1/2027(3) | | | 1 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Dominion Medical Management, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | First Lien Loan, 12.0% Cash, 6% PIK due, 3/31/2020 (2) (3) | | $ | 1,516,144 | | | | - | | | | 184,999 | | | | - | | | | - | | | | - | | | | (11,600 | ) | | | 173,399 | | | Integrated Medical Partners, LLC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Preferred Membership – Class A units (3) | | | 800 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Preferred Membership – Class B units (3) | | | 760 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Common Units (3) | | | 14,082 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | PCC SBH Sub, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Common Stock (3) | | | 100 | | | | - | | | | 1,698,329 | | | | - | | | | - | | | | - | | | | (154,488 | ) | | | 1,543,841 | | | Rockfish Seafood Grill, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | First Lien Loan, 8% Cash, 6.0% PIK, due 3/31/2018 | | $ | 6,352,944 | | | | 780,841 | | | | 10,708,968 | | | | - | | | | - | | | | - | | | | (831,927 | ) | | | 9,877,041 | | | Revolving Loan, 8% PIK, due 12/31/2023 | | $ | 2,251,000 | | | | 182,581 | | | | 2,251,000 | | | | - | | | | - | | | | - | | | | - | | | | 2,251,000 | | | Rockfish Holdings, LLC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Warrant for Membership Interest, exercise price $0.001 per 1% membership interest, expires 7/28/2028 (3) | | | 10.0 | % | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Membership Interest – Class A (3) | | | 99.997 | % | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Total Control Investments | | | | | | $ | 1,050,876 | | | $ | 18,499,943 | | | $ | - | | | $ | - | | | $ | - | | | $ | 81,479 | | | $ | 18,581,422 | |
| (1) | Represents an illiquid investment. |
| (2) | Includes PIK interest. |
| (3) | Non-income producing security. |
The
table below represents the fair value of control and affiliate investments at December 31, 2021 and any amortization, purchases, sales,
and realized and change in unrealized gain (loss) made to such investments, as well as the ending fair value as of December 31, 2022.
Portfolio Company/Type of Investment (1) | | Principal
Amount/Shares/ Ownership %
at December 31,
2022 | | | Amount of
Interest and
Dividends
Credited
in Income | | | Fair Value at
December 31,
2021 | | | Purchases(2) | | | Sales | | | Transfers from
Restructuring/ Transfers into
Control
Investments | | | Change in
Unrealized
Gains/(Losses) | | | Fair Value at
December 31, 2022 | | | Control Investments | | | | | | | | | | | | | | | | | | | | | | | | | | Advantis Certified Staffing Solutions, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | Second Lien Loan, 12.0% Cash, due 11/30/2021(3) | | $ | 4,500,000 | | | $ | - | | | $ | 4,441,765 | | | $ | - | | | $ | - | | | | - | | | $ | (785,118 | ) | | $ | 3,656,647 | | | Unsecured loan Consolidated BL Note 6.33% due 12/31/2023 | | $ | 1,381,586 | | | | 87,454 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Common Stock – Series A (3) | | | 225,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Common Stock – Series B (3) | | | 9,500,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Warrant for 250,000 Shares of Series A Common Stock, exercise price $0.01 per share, expires 1/1/2027(3) | | | 1 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Warrant for 700,000 Shares of Series A Common Stock, exercise price $0.01 per share, expires 1/1/2027(3) | | | 1 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Dominion Medical Management, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | First Lien Loan, 12.0% Cash, 6% PIK due, 3/31/2020 (2) (3) | | $ | 1,516,144 | | | | - | | | | 158,159 | | | | - | | | | - | | | | - | | | | 26,840 | | | | 184,999 | | | Integrated Medical Partners, LLC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Preferred Membership – Class A units (3) | | | 800 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Preferred Membership – Class B units (3) | | | 760 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | Common Units (3) | | | 14,082 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | PCC SBH Sub, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Common Stock (3) | | | 100 | | | | - | | | | 1,745,113 | | | | - | | | | - | | | | - | | | | (46,784 | ) | | | 1,698,329 | | | Rockfish Seafood Grill, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | First Lien Loan, 8% Cash, 6.0% PIK, due 3/31/2018 | | $ | 6,352,944 | | | | 602,939 | | | | 12,294,480 | | | | - | | | | - | | | | - | | | | (1,585,512 | ) | | | 10,708,968 | | | Revolving Loan, 8% PIK, due 12/31/2023 | | $ | 2,251,000 | | | | 137,561 | | | | 2,251,000 | | | | - | | | | - | | | | - | | | | - | | | | 2,251,000 | | | Rockfish Holdings, LLC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Warrant for Membership Interest, exercise price $0.001 per 1% membership interest, expires 7/28/2028 (3) | | | 10.0 | % | | | - | | | | 172,549 | | | | - | | | | - | | | | - | | | | (172,549 | ) | | | - | | | Membership Interest – Class A (3) | | | 99.997 | % | | | - | | | | 1,552,896 | | | | - | | | | - | | | | - | | | | (1,552,896 | ) | | | - | | | Total Control Investments | | | | | | $ | 827,954 | | | $ | 22,615,962 | | | $ | - | | | $ | - | | | $ | - | | | $ | (4,116,019 | ) | | $ | 18,499,943 | |
| (1) | Represents an illiquid investment. |
| (2) | Includes PIK interest. |
| (3) | Non-income producing security. |
|
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v3.25.0.1
Nature of Operations and Description of Restatement (Details) - Restatement [Member]
|
12 Months Ended |
|
Dec. 31, 2023
USD ($)
|
|---|
| Nature of Operations and Description of Restatement [Line Items] |
|
| Write off receivable |
$ 285,425
|
| Liabilities |
373,996
|
| Revenue |
1,952,381
|
| Net income |
1,952,381
|
| Net decrease increase net income |
(762,925)
|
| Maximum [Member] |
|
| Nature of Operations and Description of Restatement [Line Items] |
|
| Increase to liabilities |
477,500
|
| Net decrease increase net income |
(659,421)
|
| Minimum [Member] |
|
| Nature of Operations and Description of Restatement [Line Items] |
|
| Increase to liabilities |
(103,504)
|
| Net decrease increase net income |
$ 103,504
|
| X |
- References
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-Topic 942
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(15)(5))
-Publisher FASB
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-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479344/326-20-45-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 310
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481962/310-10-50-4
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479319/326-20-50-13
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (f)
-Publisher FASB
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-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Subparagraph (a)
-SubTopic 10
-Topic 230
-Publisher FASB
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-Topic 250
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-Section 50
-Paragraph 6
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
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v3.25.0.1
Nature of Operations and Description of Restatement - Schedule of Income Statement (Details) - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2008 |
| As Previously Reported [Member] |
|
|
| Income Statement |
|
|
| Net Revenue (Loss) |
$ 9,202
|
|
| Gross Profit |
3,608
|
|
| Net Income (Loss) |
3,126
|
|
| Adjustments [Member] |
|
|
| Income Statement |
|
|
| Net Revenue (Loss) |
|
$ (1,953)
|
| Gross Profit |
|
(1,953)
|
| Net Income (Loss) |
|
$ (2,612)
|
| As Restated [Member] |
|
|
| Income Statement |
|
|
| Net Revenue (Loss) |
7,249
|
|
| Gross Profit |
1,655
|
|
| Net Income (Loss) |
$ 514
|
|
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-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1B
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section S99
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
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-Section S99
-Paragraph 1B
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (a)
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 42
-Publisher FASB
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40
Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
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-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
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-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
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v3.25.0.1
Significant Accounting Policies (Details) - USD ($)
|
12 Months Ended |
|
|
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
| Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
| Payment-in-kind interest |
|
$ 166,339
|
|
$ 97,401
|
|
|
| Received amount |
|
|
|
$ 14,423
|
|
|
| Investment percentage |
|
90.00%
|
|
|
|
|
| Dash dividend declared (in Dollars per share) |
[1] |
|
$ 0.075
|
|
|
|
| Non-Control/Non-Affiliate Investments [Member] |
|
|
|
|
|
|
| Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
| Other income from affiliate investments |
|
$ 8,140
|
$ 17,996
|
$ 24,060
|
|
|
| Non-Investment Sources [Member] |
|
|
|
|
|
|
| Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
| Other income from affiliate investments |
|
1,163
|
24,318
|
745
|
|
|
| Great Value Storage, LLC [Member] |
|
|
|
|
|
|
| Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
| Received amount |
|
$ 4,631
|
511,441
|
$ 200,857
|
|
|
| Accrued Administration Fees [Member] | Non-Investment Sources [Member] |
|
|
|
|
|
|
| Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
| Other income from affiliate investments |
|
|
$ 24,000
|
|
|
|
| Control investments [Member] |
|
|
|
|
|
|
| Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
| Equity method investment, ownership percentage |
|
25.00%
|
|
|
|
|
| Board Representation [Member] |
|
|
|
|
|
|
| Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
| Equity method investment, ownership percentage |
|
50.00%
|
|
|
|
|
| Minimum [Member] | Affiliated Investments [Member] |
|
|
|
|
|
|
| Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
| Voting securities |
|
5.00%
|
|
|
|
|
| Maximum [Member] | Affiliated Investments [Member] |
|
|
|
|
|
|
| Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
| Voting securities |
|
25.00%
|
|
|
|
|
|
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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v3.25.0.1
Significant Accounting Policies - Schedule of Reconciliation of Cash and Restricted Cash Reporting Statements of Assets and Liabilities (Details) - USD ($)
|
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
| Schedule of Reconciliation of Cash and Restricted Cash Reporting Statements of Assets and Liabilities [Abstract] |
|
|
|
|
| Cash and Cash Equivalents |
$ 1,937,768
|
$ 1,525,723
|
|
|
| Restricted Cash |
41,891
|
40,823
|
|
|
| Total Cash, Cash Equivalents and Restricted Cash |
$ 1,979,659
|
$ 1,566,546
|
$ 564,401
|
$ 1,751,230
|
| X |
- References
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v3.25.0.1
Net Increase (Decrease) in Net Assets Resulting from Operations Per Common Share - Schedule of Basic and Diluted Net Increase (Decrease) in Net Assets Resulting from Operations Per Common Share (Details) - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
| Schedule of Basic and Diluted Net Increase (Decrease) in Net Assets Resulting from Operations Per Common Share [Abstract] |
|
|
|
|
|
|
| Net increase (decrease) in net assets resulting from operations |
|
$ (178,900)
|
$ 6,646,925
|
$ 11,993,452
|
|
|
| Weighted average shares outstanding for year |
|
|
|
|
|
|
| Basic |
|
120,486,061
|
120,486,061
|
120,486,061
|
120,486,061
|
120,486,061
|
| Diluted |
|
120,486,061
|
120,486,061
|
120,486,061
|
|
|
| Basic and diluted net increase (decrease) in net assets resulting from operations per common share |
|
|
|
|
|
|
| Basic |
[1] |
$ (0.001)
|
$ 0.055
|
$ 0.1
|
|
|
| Diluted |
[1] |
$ (0.001)
|
$ 0.055
|
$ 0.1
|
|
|
|
|
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| Name: |
us-gaap_InvestmentOwnedAtFairValue |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
v3.25.0.1
Fair Value of Investments - Schedule of Company’s Assets Measured at Fair Value (Details) - USD ($)
|
Dec. 31, 2023 |
Dec. 31, 2022 |
| Schedule of Investments [Line Items] |
|
|
| Total Investments |
$ 29,734,953
|
$ 30,564,088
|
| Level 1 [Member] |
|
|
| Schedule of Investments [Line Items] |
|
|
| Total Investments |
|
|
| Level 2 [Member] |
|
|
| Schedule of Investments [Line Items] |
|
|
| Total Investments |
|
|
| Level 3 [Member] |
|
|
| Schedule of Investments [Line Items] |
|
|
| Total Investments |
29,734,953
|
30,564,088
|
| First Line Loans [Member] |
|
|
| Schedule of Investments [Line Items] |
|
|
| Total Investments |
12,301,440
|
13,144,967
|
| First Line Loans [Member] | Level 1 [Member] |
|
|
| Schedule of Investments [Line Items] |
|
|
| Total Investments |
|
|
| First Line Loans [Member] | Level 2 [Member] |
|
|
| Schedule of Investments [Line Items] |
|
|
| Total Investments |
|
|
| First Line Loans [Member] | Level 3 [Member] |
|
|
| Schedule of Investments [Line Items] |
|
|
| Total Investments |
12,301,440
|
13,144,967
|
| Second Lien Loans [Member] |
|
|
| Schedule of Investments [Line Items] |
|
|
| Total Investments |
11,652,480
|
10,976,647
|
| Second Lien Loans [Member] | Level 1 [Member] |
|
|
| Schedule of Investments [Line Items] |
|
|
| Total Investments |
|
|
| Second Lien Loans [Member] | Level 2 [Member] |
|
|
| Schedule of Investments [Line Items] |
|
|
| Total Investments |
|
|
| Second Lien Loans [Member] | Level 3 [Member] |
|
|
| Schedule of Investments [Line Items] |
|
|
| Total Investments |
11,652,480
|
10,976,647
|
| Equity [Member] |
|
|
| Schedule of Investments [Line Items] |
|
|
| Total Investments |
5,781,033
|
6,442,474
|
| Equity [Member] | Level 1 [Member] |
|
|
| Schedule of Investments [Line Items] |
|
|
| Total Investments |
|
|
| Equity [Member] | Level 2 [Member] |
|
|
| Schedule of Investments [Line Items] |
|
|
| Total Investments |
|
|
| Equity [Member] | Level 3 [Member] |
|
|
| Schedule of Investments [Line Items] |
|
|
| Total Investments |
5,781,033
|
6,442,474
|
| Total Portfolio Investments [Member] |
|
|
| Schedule of Investments [Line Items] |
|
|
| Total Investments |
29,734,953
|
30,564,088
|
| Total Portfolio Investments [Member] | Level 1 [Member] |
|
|
| Schedule of Investments [Line Items] |
|
|
| Total Investments |
|
|
| Total Portfolio Investments [Member] | Level 2 [Member] |
|
|
| Schedule of Investments [Line Items] |
|
|
| Total Investments |
|
|
| Total Portfolio Investments [Member] | Level 3 [Member] |
|
|
| Schedule of Investments [Line Items] |
|
|
| Total Investments |
$ 29,734,953
|
$ 30,564,088
|
| X |
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| Balance Type: |
debit |
| Period Type: |
instant |
|
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-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column A)(Footnote 1)(b)(5))
-Publisher FASB
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Reference 57: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column A)(Footnote 1)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6
Reference 58: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section S99
-Paragraph 6
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-Publisher FASB
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Reference 59: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column F)(Footnote 4))
-Publisher FASB
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Reference 60: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 61: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 62: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column F)(Footnote 8))
-Publisher FASB
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Reference 63: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 6
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-Publisher FASB
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Reference 64: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 19
-Subparagraph (1)
-Publisher FASB
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Reference 65: http://www.xbrl.org/2003/role/disclosureRef
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v3.25.0.1
Fair Value of Investments - Schedule of Changes in Level 3 Assets Measured at Fair Value (Details) - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
| Schedule of Changes in Level 3 Assets Measured at Fair Value [Line Items] |
|
|
|
| Fair value at beginning of year |
$ 30,564,088
|
$ 34,307,092
|
|
| Purchases of investments |
|
|
|
| Sales or repayment of investments |
|
(11,168,883)
|
|
| Payment-in-kind interest |
166,339
|
|
|
| Realized gain (loss) on investments |
(1,200)
|
4,368,297
|
|
| Change in unrealized gain (loss) on investments |
(994,274)
|
3,057,582
|
12,873,238
|
| Transfer due to restructuring |
|
|
|
| Transfers in/out |
|
|
|
| Fair value at end of year |
29,734,953
|
30,564,088
|
34,307,092
|
| Change in unrealized gain (loss) on Level 3 investments still held |
(994,274)
|
1,111,716
|
|
| First Lien Loans [Member] |
|
|
|
| Schedule of Changes in Level 3 Assets Measured at Fair Value [Line Items] |
|
|
|
| Fair value at beginning of year |
13,144,967
|
19,400,200
|
|
| Purchases of investments |
|
|
|
| Sales or repayment of investments |
|
(11,168,883)
|
|
| Payment-in-kind interest |
|
|
|
| Realized gain (loss) on investments |
|
4,368,297
|
|
| Change in unrealized gain (loss) on investments |
(843,527)
|
387,194
|
|
| Transfer due to restructuring |
|
158,159
|
|
| Transfers in/out |
|
|
|
| Fair value at end of year |
12,301,440
|
13,144,967
|
19,400,200
|
| Change in unrealized gain (loss) on Level 3 investments still held |
(843,527)
|
(1,400,513)
|
|
| Second Lien Loans [Member] |
|
|
|
| Schedule of Changes in Level 3 Assets Measured at Fair Value [Line Items] |
|
|
|
| Fair value at beginning of year |
10,976,647
|
11,435,134
|
|
| Purchases of investments |
|
|
|
| Sales or repayment of investments |
|
|
|
| Payment-in-kind interest |
166,339
|
|
|
| Realized gain (loss) on investments |
|
|
|
| Change in unrealized gain (loss) on investments |
509,494
|
(300,328)
|
|
| Transfer due to restructuring |
|
(158,159)
|
|
| Transfers in/out |
|
|
|
| Fair value at end of year |
11,652,480
|
10,976,647
|
11,435,134
|
| Change in unrealized gain (loss) on Level 3 investments still held |
509,494
|
(458,487)
|
|
| Unsecured Loans [Member] |
|
|
|
| Schedule of Changes in Level 3 Assets Measured at Fair Value [Line Items] |
|
|
|
| Fair value at beginning of year |
|
|
|
| Purchases of investments |
|
|
|
| Sales or repayment of investments |
|
|
|
| Payment-in-kind interest |
|
|
|
| Realized gain (loss) on investments |
|
|
|
| Change in unrealized gain (loss) on investments |
|
|
|
| Transfer due to restructuring |
|
|
|
| Transfers in/out |
|
|
|
| Fair value at end of year |
|
|
|
| Change in unrealized gain (loss) on Level 3 investments still held |
|
|
|
| Equity [Member] |
|
|
|
| Schedule of Changes in Level 3 Assets Measured at Fair Value [Line Items] |
|
|
|
| Fair value at beginning of year |
6,442,474
|
3,471,758
|
|
| Purchases of investments |
|
|
|
| Sales or repayment of investments |
|
|
|
| Payment-in-kind interest |
|
|
|
| Realized gain (loss) on investments |
(1,200)
|
|
|
| Change in unrealized gain (loss) on investments |
(660,241)
|
2,970,716
|
|
| Transfer due to restructuring |
|
|
|
| Transfers in/out |
|
|
|
| Fair value at end of year |
5,781,033
|
6,442,474
|
$ 3,471,758
|
| Change in unrealized gain (loss) on Level 3 investments still held |
$ (660,241)
|
$ 2,970,716
|
|
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-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column E)(1))
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
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-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column E)(Footnote 6)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(1))
-Publisher FASB
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v3.25.0.1
Fair Value of Investments - Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements (Details) - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
| First Lien Loans One [Member] |
|
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
|
| Fair Value |
|
$ 12,128,041
|
$ 12,959,968
|
| Valuation Technique |
[1] |
Enterprise Value Coverage
|
Enterprise Value Coverage
|
| Unobservable Inputs |
|
EV / Store level EBITDAR
|
EV / Store level EBITDAR
|
| Range Average |
[2] |
5.25x-5.75x (5.50x)
|
5.00x-5.50x (5.25x)
|
| First Lien Loans Two [Member] |
|
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
|
| Unobservable Inputs |
|
Location Value
|
Location Value
|
| Range Average |
[2] |
$1,425,000-$1,625,000 (1,525,000)
|
$1,450,000-$1,650,000 ($1,550,000)
|
| First Mortgage [Member] |
|
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
|
| Fair Value |
|
$ 12,128,041
|
$ 12,959,968
|
| Second Lien Loans 1 [Member] |
|
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
|
| Fair Value |
|
$ 11,652,480
|
$ 10,976,647
|
| Valuation Technique |
[1] |
Enterprise Value Coverage
|
Enterprise Value Coverage
|
| Unobservable Inputs |
|
EV / Run Rate Revenue
|
EV / LTM Revenue
|
| Range Average |
[2] |
0.37x-0.42x (0.39x)
|
0.39x-0.44x (0.42x)
|
| Second Lien Loans 2 [Member] |
|
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
|
| Unobservable Inputs |
|
EV / PF EBITDA
|
EV / PF EBITDA
|
| Range Average |
[2] |
5.50x-6.50x (6.00x)
|
5.50x-6.50x (6.00x)
|
| Second Mortgage [Member] |
|
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
|
| Fair Value |
|
$ 11,652,480
|
$ 10,976,647
|
| Unsecured Loans [Member] |
|
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
|
| Fair Value |
|
|
|
| Valuation Technique |
[1] |
Enterprise Value Coverage
|
Enterprise Value Coverage
|
| Unobservable Inputs |
|
EV / Run Rate Revenue
|
EV / LTM Revenue
|
| Range Average |
[2] |
0.37x-0.42x (0.39x)
|
0.39x-0.44x (0.42x)
|
| Equity One [Member] |
|
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
|
| Fair Value |
|
$ 4,237,192
|
$ 4,742,945
|
| Valuation Technique |
[1] |
Enterprise Value Coverage
|
Enterprise Value Coverage
|
| Unobservable Inputs |
|
EV / Run Rate Revenue
|
EV / LTM Revenue
|
| Range Average |
[2] |
0.37x-0.42x (0.39x)
|
0.39x-0.44x (0.42x)
|
| Equity Two [Member] |
|
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
|
| Unobservable Inputs |
|
EV / PF EBITDA
|
EV / PF EBITDA
|
| Range Average |
[2] |
5.50x-6.50x (6.00x)
|
5.50x-6.50x (6.00x)
|
| Equity Three [Member] |
|
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
|
| Unobservable Inputs |
|
EV / Store level EBITDAR
|
|
| Range Average |
[2] |
5.25x-5.75x (5.50x)
|
|
| Equity Four [Member] |
|
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
|
| Unobservable Inputs |
|
Location Value
|
Location Value
|
| Range Average |
[2] |
$1,425,000-$1,625,000 ($1,525,000)
|
$1,450,000-$1,650,000 ($1,550,000)
|
| Equity Five [Member] |
|
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
|
| Fair Value |
|
|
$ 1,698,329
|
| Valuation Technique |
[1] |
|
Appraisal Value Coverage
|
| Unobservable Inputs |
|
Cost Approach
|
Cost Approach
|
| Range Average |
[2] |
$1,413,000-$1,727,000 (1,570,000)
|
$1,449,000-$1,771,000 ($1,610,000)
|
| Equity Six [Member] |
|
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
|
| Fair Value |
|
$ 1,543,841
|
|
| Valuation Technique |
[1] |
Appraisal Value Coverage
|
|
| Unobservable Inputs |
|
Sales Comparison Approach
|
Sales Comparison Approach
|
| Range Average |
[2] |
$1,440,000-$1,760,000 ($1,600,000)
|
$1,431,000-$1,749,000 ($1,590,000)
|
| Equity Interest [Member] |
|
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
|
| Fair Value |
|
$ 5,781,033
|
$ 6,441,274
|
| Total Investments [Member] |
|
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
|
| Fair Value |
|
$ 29,561,554
|
$ 30,377,889
|
| Equity Three [Member] |
|
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
|
| Unobservable Inputs |
|
|
EV / Store level EBITDAR
|
| Range Average |
[2] |
|
5.00x-5.50x (5.25x)
|
|
|
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Section 50
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-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Section 50
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-Publisher FASB
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-Section 50
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v3.25.0.1
Income Tax (Details) - USD ($)
|
12 Months Ended |
|
|
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
| Income Tax [Line Items] |
|
|
|
| Federal net operating loss carryforwards |
$ 3,054,772
|
$ 5,752,173
|
|
| Remaining federal net operating loss carryforwards |
$ 741,630
|
|
|
| Expired term |
2037 years
|
|
|
| Operating loss carryforwards not expire |
$ 3,054,772
|
|
|
| Taxable income percentage |
80.00%
|
|
|
| Federal capital loss carryforwards |
$ 651,514
|
651,262
|
$ 1,568,604
|
| Capital loss carryforwards expire |
$ 3,101,246
|
|
|
| Taxable income distribute percentage |
90.00%
|
|
|
| Undistributed taxable income percentage |
4.00%
|
|
|
| Capital Loss Carryforward [Member] |
|
|
|
| Income Tax [Line Items] |
|
|
|
| Federal capital loss carryforwards |
$ 3,102,446
|
$ 3,101,246
|
|
| Capital loss carryforwards expire |
$ 1,200
|
|
|
| X |
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v3.25.0.1
v3.25.0.1
Income Tax - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($)
|
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
| Schedule of Components of Deferred Tax Assets and Liabilities [Abstract] |
|
|
|
| Net operating loss carryforward |
$ 641,502
|
$ 1,207,956
|
$ 929,161
|
| Net capital loss carryforwards |
651,514
|
651,262
|
1,568,604
|
| Other |
3,476
|
3,475
|
181,375
|
| Basis differences in investments |
730,130
|
117,820
|
716,075
|
| Total gross deferred tax assets |
2,026,622
|
1,980,513
|
3,395,215
|
| Less: Valuation allowance |
(2,026,622)
|
(1,980,513)
|
(3,395,215)
|
| Net deferred tax assets |
|
|
|
| X |
- References
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-Section 50
-Paragraph 2
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v3.25.0.1
v3.25.0.1
Related Party Transactions (Details) - USD ($)
|
|
12 Months Ended |
|
Jan. 01, 2018 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Sep. 30, 2023 |
| Related Party Transactions [Line Items] |
|
|
|
|
|
|
| Annual rate percentage |
|
|
1.00%
|
|
|
|
| Management fees |
|
|
$ 317,546
|
$ 339,328
|
$ 265,340
|
|
| Management fee payable |
|
|
78,889
|
91,934
|
|
|
| Third party expenses incurred |
|
|
50,000
|
|
|
|
| Administration fees |
|
|
415,092
|
403,299
|
402,110
|
|
| Advantis amount |
|
|
159,472
|
180,096
|
|
$ 5,000
|
| Related Party [Member] |
|
|
|
|
|
|
| Related Party Transactions [Line Items] |
|
|
|
|
|
|
| Due to affiliates |
[1] |
|
64,875
|
64,875
|
|
|
| SS&C Technologies Holdings, Inc. [Member] | Sub-Administrator [Member] |
|
|
|
|
|
|
| Related Party Transactions [Line Items] |
|
|
|
|
|
|
| Administration fees |
|
$ 151,025
|
|
|
|
|
| House Hanover Investment Advisory Agreement [Member] |
|
|
|
|
|
|
| Related Party Transactions [Line Items] |
|
|
|
|
|
|
| Administration fees |
|
|
259,500
|
259,500
|
270,000
|
|
| House Hanover Investment Advisory Agreement [Member] | Sub-Administrator [Member] |
|
|
|
|
|
|
| Related Party Transactions [Line Items] |
|
|
|
|
|
|
| Administration fees |
|
|
$ 155,592
|
$ 143,799
|
$ 132,110
|
|
|
|
| X |
- DefinitionPercentage of management fee on gross assets invested.
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v3.25.0.1
Financial Highlights - Schedule of Financial Highlights (Details) - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
| Per Share Data (1): |
|
|
|
|
|
|
| Net asset value at beginning of period (in Dollars per share) |
|
$ 0.266
|
$ 0.286
|
$ 0.187
|
$ 0.276
|
$ 0.345
|
| Net investment income (loss) (in Dollars per share) |
[1] |
0.007
|
(0.006)
|
(0.007)
|
(0.005)
|
(0.009)
|
| Change in unrealized gain (loss) (in Dollars per share) |
[1] |
(0.008)
|
0.025
|
0.106
|
(0.022)
|
(0.06)
|
| Realized gain (loss) (in Dollars per share) |
[1] |
|
0.036
|
|
(0.062)
|
|
| Dividend distribution (in Dollars per share) |
[1] |
|
(0.075)
|
|
|
|
| Net asset value at end of period (in Dollars per share) |
|
$ 0.265
|
$ 0.266
|
$ 0.286
|
$ 0.187
|
$ 0.276
|
| Total return based on net asset value |
[2] |
(0.40%)
|
(7.00%)
|
52.90%
|
(32.60%)
|
(20.00%)
|
| Weighted average shares outstanding for period, basic (in Shares) |
|
120,486,061
|
120,486,061
|
120,486,061
|
120,486,061
|
120,486,061
|
| Ratio/Supplemental Data: |
|
|
|
|
|
|
| Net assets at end of period (in Dollars) |
|
$ 31,904,562
|
$ 32,083,462
|
$ 34,472,992
|
$ 22,479,540
|
$ 33,280,329
|
| Average net assets (in Dollars) |
|
$ 32,367,206
|
$ 35,317,720
|
$ 29,126,862
|
$ 25,276,013
|
$ 38,504,249
|
| Total operating expenses to average net assets |
|
4.90%
|
6.60%
|
6.00%
|
6.20%
|
5.80%
|
| Net operating expenses to average net assets |
|
4.90%
|
6.60%
|
6.00%
|
6.20%
|
5.80%
|
| Net operating expenses excluding management fees, incentive fees, and interest expense to average net assets |
|
4.00%
|
5.60%
|
5.10%
|
5.20%
|
4.90%
|
| Net investment income (loss) to average net assets |
|
2.50%
|
(2.20%)
|
(3.00%)
|
(2.70%)
|
(2.80%)
|
| Net investment income (loss) to average net assets, excluding other income from non-investment sources |
|
2.50%
|
(2.30%)
|
(3.00%)
|
(3.00%)
|
(2.80%)
|
| Net increase (decrease) in net assets resulting from operations to average net assets |
|
(0.60%)
|
18.80%
|
41.20%
|
(42.70%)
|
(21.50%)
|
| Portfolio Turnover |
|
0.00%
|
32.30%
|
0.40%
|
0.40%
|
0.70%
|
|
|
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v3.25.0.1
Commitments and Contingencies (Details) - USD ($)
|
Oct. 07, 2022 |
Sep. 02, 2022 |
Mar. 04, 2021 |
Mar. 21, 2022 |
| Commitments and Contingencies [Abstract] |
|
|
|
|
| Settlement payment |
|
$ 11,372,699
|
$ 9,910,601
|
|
| Bankruptcy court reserve |
|
15,000,000
|
|
$ 15,000,000
|
| Reserve retained |
|
$ 1,000,000
|
|
|
| Settlement received |
$ 11,372,699
|
|
|
|
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v3.25.0.1
Unconsolidated Significant Subsidiaries (Details)
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Unconsolidated Significant Subsidiaries [Line Items] |
|
| Unconsolidated significant subsidiaries description |
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, 2023 as prescribed under Rule 3-09 of Regulation S-X.
|
| Investments [Member] |
|
| Unconsolidated Significant Subsidiaries [Line Items] |
|
| Unconsolidated significant subsidiaries description |
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.
|
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v3.25.0.1
Unconsolidated Significant Subsidiaries - Schedule of Income Statement (Details) - Advantis Certified Staffing Solutions, Inc. [Member] - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
| Income Statement |
|
|
|
| Net Revenue (Loss) |
$ 7,249
|
$ 8,757
|
$ 8,182
|
| Gross Profit |
1,655
|
1,694
|
1,993
|
| Net Income (Loss) |
$ 514
|
$ 66
|
$ 269
|
| X |
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v3.25.0.1
Selected Quarterly Financial Data (Unaudited) - Schedule of Selected Quarterly Financial Data (Unaudited) (Details) - Other Operating Segment [Member] - USD ($)
|
3 Months Ended |
Dec. 31, 2023 |
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Dec. 31, 2022 |
Sep. 30, 2022 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Dec. 31, 2021 |
Sep. 30, 2021 |
Jun. 30, 2021 |
Mar. 31, 2021 |
| Selected Quarterly Financial Data (Unaudited) - Schedule of Selected Quarterly Financial Data (Unaudited) (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Total Investment Income |
$ 518,826
|
$ 513,278
|
$ 740,055
|
$ 708,734
|
$ 454,302
|
$ 433,260
|
$ 425,799
|
$ 241,282
|
$ 361,663
|
$ 357,695
|
$ 78,015
|
$ 77,163
|
| Total Operating Expenses |
393,392
|
354,352
|
419,818
|
431,764
|
490,674
|
705,916
|
578,244
|
558,307
|
588,863
|
401,238
|
383,730
|
380,491
|
| Income Tax Expense |
59,363
|
174
|
5,456
|
|
|
|
456
|
|
|
|
|
|
| Net Investment Income |
66,071
|
158,752
|
314,781
|
276,970
|
(36,372)
|
(272,656)
|
(152,901)
|
(317,025)
|
(227,200)
|
(43,543)
|
(305,715)
|
(303,328)
|
| Net Realized Loss on Investments |
(1,200)
|
|
|
|
4,368,297
|
|
|
|
|
|
|
|
| Net Change in Unrealized Appreciation/(Depreciation) |
(919,008)
|
(941,952)
|
2,160,718
|
(1,294,032)
|
(3,407,385)
|
7,255,747
|
(11,550)
|
(779,230)
|
1,967,671
|
(1,630,575)
|
8,126,090
|
4,410,052
|
| Net Increase (Decrease) in Net Assets Resulting from Operations |
$ (854,137)
|
$ (783,200)
|
$ 2,475,499
|
$ (1,017,062)
|
$ 924,540
|
$ 6,983,091
|
$ (164,451)
|
$ (1,096,255)
|
$ 1,740,471
|
$ (1,674,118)
|
$ 7,820,375
|
$ 4,106,724
|
| Net Increase (Decrease) in Net Assets from Operations per Common Share: |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic (in Dollars per share) |
$ (0.007)
|
$ (0.007)
|
$ 0.021
|
$ (0.008)
|
$ 0.008
|
$ 0.058
|
$ (0.001)
|
$ (0.009)
|
$ 0.014
|
$ (0.014)
|
$ 0.065
|
$ 0.034
|
| Diluted (in Dollars per share) |
$ (0.007)
|
$ (0.007)
|
$ 0.021
|
$ (0.008)
|
$ 0.008
|
$ 0.058
|
$ (0.001)
|
$ (0.009)
|
$ 0.014
|
$ (0.014)
|
$ 0.065
|
$ 0.034
|
| Weighted Average Common Shares Outstanding - Basic (in Shares) |
120,486,061
|
120,486,061
|
120,486,061
|
120,486,061
|
120,486,061
|
120,486,061
|
120,486,061
|
120,486,061
|
120,486,061
|
120,486,061
|
120,486,061
|
120,486,061
|
| Weighted Average Common Shares Outstanding - Diluted (in Shares) |
120,486,061
|
120,486,061
|
120,486,061
|
120,486,061
|
120,486,061
|
120,486,061
|
120,486,061
|
120,486,061
|
120,486,061
|
120,486,061
|
120,486,061
|
120,486,061
|
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-9
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(1)(Note 1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-10
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-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(3)(a))
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v3.25.0.1
Schedule 12-14 - Schedule of Fair Value of Control and Affiliate Investments (Details) - Control investments [Member] - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
| Advantis Certified Staffing Solutions, Inc. |
|
|
|
|
|
| Amount of Interest and Dividends Credited in Income |
|
$ 1,050,876
|
[1] |
$ 827,954
|
[2] |
| Fair Value at beginning |
|
18,499,943
|
[1] |
22,615,962
|
[2] |
| Purchases |
[3] |
|
[1] |
|
[2],[4] |
| Sales |
|
|
[1] |
|
[2] |
| Transfers from Restructuring/ Transfers into Control Investments |
|
|
[1] |
|
[2] |
| Change in Unrealized Gains/(Losses) |
|
81,479
|
[1] |
(4,116,019)
|
[2] |
| Fair Value at ending |
[1] |
18,581,422
|
|
18,499,943
|
|
| Second Lien Loan [Member] | Advantis Certified Staffing Solutions, Inc. [Member] |
|
|
|
|
|
| Advantis Certified Staffing Solutions, Inc. |
|
|
|
|
|
| Principal Amount/Shares/ Ownership % |
[7],[9] |
4,500,000
|
[1],[5],[6],[8] |
4,500,000
|
[2],[10],[11],[12] |
| Amount of Interest and Dividends Credited in Income |
|
|
[1],[5] |
|
[2],[10] |
| Fair Value at beginning |
|
3,656,647
|
[1],[5] |
4,441,765
|
[2],[10] |
| Purchases |
[3] |
|
[1],[5] |
|
[2],[4],[10] |
| Sales |
|
|
[1],[5] |
|
[2],[10] |
| Transfers from Restructuring/ Transfers into Control Investments |
|
|
[1],[5] |
|
[2],[10] |
| Change in Unrealized Gains/(Losses) |
|
1,079,494
|
[1],[5] |
(785,118)
|
[2],[10] |
| Fair Value at ending |
[1],[5] |
4,736,141
|
|
3,656,647
|
|
| Unsecured Loans [Member] | Advantis Certified Staffing Solutions, Inc. [Member] |
|
|
|
|
|
| Advantis Certified Staffing Solutions, Inc. |
|
|
|
|
|
| Principal Amount/Shares/ Ownership % |
|
1,381,586
|
[1] |
1,381,586
|
[2] |
| Amount of Interest and Dividends Credited in Income |
|
87,454
|
[1] |
87,454
|
[2] |
| Fair Value at beginning |
|
|
[1] |
|
[2] |
| Purchases |
[3] |
|
[1] |
|
[2],[4] |
| Sales |
|
|
[1] |
|
[2] |
| Transfers from Restructuring/ Transfers into Control Investments |
|
|
[1] |
|
[2] |
| Change in Unrealized Gains/(Losses) |
|
|
[1] |
|
[2] |
| Fair Value at ending |
[1] |
|
|
|
|
| Common Stock – Series A [Member] | Advantis Certified Staffing Solutions, Inc. [Member] |
|
|
|
|
|
| Advantis Certified Staffing Solutions, Inc. |
|
|
|
|
|
| Principal Amount/Shares/ Ownership % |
[9] |
225,000
|
[1],[5],[6],[8] |
225,000
|
[2],[10],[11],[12] |
| Amount of Interest and Dividends Credited in Income |
|
|
[1],[5] |
|
[2],[10] |
| Fair Value at beginning |
|
|
[1],[5] |
|
[2],[10] |
| Purchases |
[3] |
|
[1],[5] |
|
[2],[4],[10] |
| Sales |
|
|
[1],[5] |
|
[2],[10] |
| Transfers from Restructuring/ Transfers into Control Investments |
|
|
[1],[5] |
|
[2],[10] |
| Change in Unrealized Gains/(Losses) |
|
|
[1],[5] |
|
[2],[10] |
| Fair Value at ending |
[1],[5] |
|
|
|
|
| Common Stock – Series B [Member] | Advantis Certified Staffing Solutions, Inc. [Member] |
|
|
|
|
|
| Advantis Certified Staffing Solutions, Inc. |
|
|
|
|
|
| Principal Amount/Shares/ Ownership % |
[9] |
9,500,000
|
[1],[5],[6],[8] |
9,500,000
|
[2],[10],[11],[12] |
| Amount of Interest and Dividends Credited in Income |
|
|
[1],[5] |
|
[2],[10] |
| Fair Value at beginning |
|
|
[1],[5] |
|
[2],[10] |
| Purchases |
[3] |
|
[1],[5] |
|
[2],[4],[10] |
| Sales |
|
|
[1],[5] |
|
[2],[10] |
| Transfers from Restructuring/ Transfers into Control Investments |
|
|
[1],[5] |
|
[2],[10] |
| Change in Unrealized Gains/(Losses) |
|
|
[1],[5] |
|
[2],[10] |
| Fair Value at ending |
[1],[5] |
|
|
|
|
| Warrant [Member] | Advantis Certified Staffing Solutions, Inc. [Member] |
|
|
|
|
|
| Advantis Certified Staffing Solutions, Inc. |
|
|
|
|
|
| Principal Amount/Shares/ Ownership % |
[9] |
1
|
[1],[5],[6],[8] |
1
|
[2],[10],[11],[12] |
| Amount of Interest and Dividends Credited in Income |
|
|
[1],[5] |
|
[2],[10] |
| Fair Value at beginning |
|
|
[1],[5] |
|
[2],[10] |
| Purchases |
[3] |
|
[1],[5] |
|
[2],[4],[10] |
| Sales |
|
|
[1],[5] |
|
[2],[10] |
| Transfers from Restructuring/ Transfers into Control Investments |
|
|
[1],[5] |
|
[2],[10] |
| Change in Unrealized Gains/(Losses) |
|
|
[1],[5] |
|
[2],[10] |
| Fair Value at ending |
[1],[5] |
|
|
|
|
| Warrant One [Member] | Advantis Certified Staffing Solutions, Inc. [Member] |
|
|
|
|
|
| Advantis Certified Staffing Solutions, Inc. |
|
|
|
|
|
| Principal Amount/Shares/ Ownership % |
[9] |
1
|
[1],[5],[6],[8] |
1
|
[2],[10],[11],[12] |
| Amount of Interest and Dividends Credited in Income |
|
|
[1],[5] |
|
[2],[10] |
| Fair Value at beginning |
|
|
[1],[5] |
|
[2],[10] |
| Purchases |
[3] |
|
[1],[5] |
|
[2],[4],[10] |
| Sales |
|
|
[1],[5] |
|
[2],[10] |
| Transfers from Restructuring/ Transfers into Control Investments |
|
|
[1],[5] |
|
[2],[10] |
| Change in Unrealized Gains/(Losses) |
|
|
[1],[5] |
|
[2],[10] |
| Fair Value at ending |
[1],[5] |
|
|
|
|
| First Lien Loans [Member] | Dominion Medical Management, Inc. [Member] |
|
|
|
|
|
| Advantis Certified Staffing Solutions, Inc. |
|
|
|
|
|
| Principal Amount/Shares/ Ownership % |
[7],[13] |
1,516,144
|
[1],[3],[5],[6],[8] |
1,516,144
|
[2],[4],[9],[10],[11],[12] |
| Amount of Interest and Dividends Credited in Income |
|
|
[1],[3],[5] |
|
[2],[4],[10] |
| Fair Value at beginning |
|
184,999
|
[1],[3],[5] |
158,159
|
[2],[4],[10] |
| Purchases |
[3] |
|
[1],[5] |
|
[2],[4],[10] |
| Sales |
|
|
[1],[3],[5] |
|
[2],[4],[10] |
| Transfers from Restructuring/ Transfers into Control Investments |
|
|
[1],[3],[5] |
|
[2],[4],[10] |
| Change in Unrealized Gains/(Losses) |
|
(11,600)
|
[1],[3],[5] |
26,840
|
[2],[4],[10] |
| Fair Value at ending |
[1],[3],[5] |
173,399
|
|
184,999
|
|
| First Lien Loans [Member] | Rockfish Seafood Grill, Inc. [Member] |
|
|
|
|
|
| Advantis Certified Staffing Solutions, Inc. |
|
|
|
|
|
| Principal Amount/Shares/ Ownership % |
[9],[13] |
6,352,944
|
[1],[8] |
6,352,944
|
[2],[12] |
| Amount of Interest and Dividends Credited in Income |
|
780,841
|
[1] |
602,939
|
[2] |
| Fair Value at beginning |
|
10,708,968
|
[1] |
12,294,480
|
[2] |
| Purchases |
[3] |
|
[1] |
|
[2],[4] |
| Sales |
|
|
[1] |
|
[2] |
| Transfers from Restructuring/ Transfers into Control Investments |
|
|
[1] |
|
[2] |
| Change in Unrealized Gains/(Losses) |
|
(831,927)
|
[1] |
(1,585,512)
|
[2] |
| Fair Value at ending |
[1] |
9,877,041
|
|
10,708,968
|
|
| Preferred Membership, Class A units [Member] | Integrated Medical Partners, LLC [Member] |
|
|
|
|
|
| Advantis Certified Staffing Solutions, Inc. |
|
|
|
|
|
| Principal Amount/Shares/ Ownership % |
|
800
|
[1],[5],[6],[8] |
800
|
[2],[9],[10],[11],[12] |
| Amount of Interest and Dividends Credited in Income |
|
|
[1],[5] |
|
[2],[10] |
| Fair Value at beginning |
|
|
[1],[5] |
|
[2],[10] |
| Purchases |
[3] |
|
[1],[5] |
|
[2],[4],[10] |
| Sales |
|
|
[1],[5] |
|
[2],[10] |
| Transfers from Restructuring/ Transfers into Control Investments |
|
|
[1],[5] |
|
[2],[10] |
| Change in Unrealized Gains/(Losses) |
|
|
[1],[5] |
|
[2],[10] |
| Fair Value at ending |
[1],[5] |
|
|
|
|
| Preferred Membership, Class B units [Member] | Integrated Medical Partners, LLC [Member] |
|
|
|
|
|
| Advantis Certified Staffing Solutions, Inc. |
|
|
|
|
|
| Principal Amount/Shares/ Ownership % |
|
760
|
[1],[5],[6],[8] |
760
|
[2],[9],[10],[11],[12] |
| Amount of Interest and Dividends Credited in Income |
|
|
[1],[5] |
|
[2],[10] |
| Fair Value at beginning |
|
|
[1],[5] |
|
[2],[10] |
| Purchases |
[3] |
|
[1],[5] |
|
[2],[4],[10] |
| Sales |
|
|
[1],[5] |
|
[2],[10] |
| Transfers from Restructuring/ Transfers into Control Investments |
|
|
[1],[5] |
|
[2],[10] |
| Change in Unrealized Gains/(Losses) |
|
|
[1],[5] |
|
[2],[10] |
| Fair Value at ending |
[1],[5] |
|
|
|
|
| Common Units [Member] | Integrated Medical Partners, LLC [Member] |
|
|
|
|
|
| Advantis Certified Staffing Solutions, Inc. |
|
|
|
|
|
| Principal Amount/Shares/ Ownership % |
|
14,082
|
[1],[5],[6],[8] |
14,082
|
[2],[9],[10],[11],[12] |
| Amount of Interest and Dividends Credited in Income |
|
|
[1],[5] |
|
[2],[10] |
| Fair Value at beginning |
|
|
[1],[5] |
|
[2],[10] |
| Purchases |
[3] |
|
[1],[5] |
|
[2],[4],[10] |
| Sales |
|
|
[1],[5] |
|
[2],[10] |
| Transfers from Restructuring/ Transfers into Control Investments |
|
|
[1],[5] |
|
[2],[10] |
| Change in Unrealized Gains/(Losses) |
|
|
[1],[5] |
|
[2],[10] |
| Fair Value at ending |
[1],[5] |
|
|
|
|
| Common Stock [Member] | PCC SBH Sub, Inc. [Member] |
|
|
|
|
|
| Advantis Certified Staffing Solutions, Inc. |
|
|
|
|
|
| Principal Amount/Shares/ Ownership % |
[9] |
100
|
[1],[5],[6],[8] |
100
|
[2],[10],[11],[12] |
| Amount of Interest and Dividends Credited in Income |
|
|
[1],[5] |
|
[2],[10] |
| Fair Value at beginning |
|
1,698,329
|
[1],[5] |
1,745,113
|
[2],[10] |
| Purchases |
[3] |
|
[1],[5] |
|
[2],[4],[10] |
| Sales |
|
|
[1],[5] |
|
[2],[10] |
| Transfers from Restructuring/ Transfers into Control Investments |
|
|
[1],[5] |
|
[2],[10] |
| Change in Unrealized Gains/(Losses) |
|
(154,488)
|
[1],[5] |
(46,784)
|
[2],[10] |
| Fair Value at ending |
[1],[5] |
1,543,841
|
|
1,698,329
|
|
| Revolving Loans [Member] | Rockfish Seafood Grill, Inc. [Member] |
|
|
|
|
|
| Advantis Certified Staffing Solutions, Inc. |
|
|
|
|
|
| Principal Amount/Shares/ Ownership % |
|
2,251,000
|
[1] |
2,251,000
|
[2] |
| Amount of Interest and Dividends Credited in Income |
|
182,581
|
[1] |
137,561
|
[2] |
| Fair Value at beginning |
|
2,251,000
|
[1] |
2,251,000
|
[2] |
| Purchases |
[3] |
|
[1] |
|
[2],[4] |
| Sales |
|
|
[1] |
|
[2] |
| Transfers from Restructuring/ Transfers into Control Investments |
|
|
[1] |
|
[2] |
| Change in Unrealized Gains/(Losses) |
|
|
[1] |
|
[2] |
| Fair Value at ending |
[1] |
2,251,000
|
|
2,251,000
|
|
| Warrant two [Member] | Rockfish Holdings, LLC [Member] |
|
|
|
|
|
| Advantis Certified Staffing Solutions, Inc. |
|
|
|
|
|
| Principal Amount/Shares/ Ownership % |
|
10
|
[1],[5] |
10
|
[2],[10] |
| Amount of Interest and Dividends Credited in Income |
|
|
[1],[5] |
|
[2],[10] |
| Fair Value at beginning |
|
|
[1],[5] |
172,549
|
[2],[10] |
| Purchases |
[3] |
|
[1],[5] |
|
[2],[4],[10] |
| Sales |
|
|
[1],[5] |
|
[2],[10] |
| Transfers from Restructuring/ Transfers into Control Investments |
|
|
[1],[5] |
|
[2],[10] |
| Change in Unrealized Gains/(Losses) |
|
|
[1],[5] |
(172,549)
|
[2],[10] |
| Fair Value at ending |
[1],[5] |
|
|
|
|
| Membership Interests - Class A [Member] | Rockfish Holdings, LLC [Member] |
|
|
|
|
|
| Advantis Certified Staffing Solutions, Inc. |
|
|
|
|
|
| Principal Amount/Shares/ Ownership % |
|
99.997
|
[1],[5] |
99.997
|
[2],[10] |
| Amount of Interest and Dividends Credited in Income |
|
|
[1],[5] |
|
[2],[10] |
| Fair Value at beginning |
|
|
[1],[5] |
1,552,896
|
[2],[10] |
| Purchases |
[3] |
|
[1],[5] |
|
[2],[4],[10] |
| Sales |
|
|
[1],[5] |
|
[2],[10] |
| Transfers from Restructuring/ Transfers into Control Investments |
|
|
[1],[5] |
|
[2],[10] |
| Change in Unrealized Gains/(Losses) |
|
|
[1],[5] |
(1,552,896)
|
[2],[10] |
| Fair Value at ending |
[1],[5] |
|
|
|
|
|
|
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- References
+ Details
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-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(11))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-6
Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 55
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477439/946-210-55-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-6
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-6
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
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v3.25.0.1
Schedule 12-14 - Schedule of Fair Value of Control and Affiliate Investments (Parentheticals) (Details) - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
| Schedule 12-14 - Schedule of Fair Value of Control and Affiliate Investments (Parentheticals) (Details) [Line Items] |
|
|
|
|
|
| Investment payment in kind rate |
|
4.00%
|
[1],[2],[3] |
6.00%
|
[4],[5],[6] |
| Control investments [Member] | Second Lien Loan [Member] | Advantis Certified Staffing Solutions, Inc. [Member] |
|
|
|
|
|
| Schedule 12-14 - Schedule of Fair Value of Control and Affiliate Investments (Parentheticals) (Details) [Line Items] |
|
|
|
|
|
| Investment cash rate |
[3],[10] |
12.00%
|
[7],[8],[9] |
12.00%
|
[5],[6],[11],[12] |
| Investment maturity date |
[3],[10] |
Nov. 30, 2021
|
[7],[8],[9] |
Nov. 30, 2021
|
[5],[6],[11],[12] |
| Control investments [Member] | Unsecured Loans [Member] | Advantis Certified Staffing Solutions, Inc. [Member] |
|
|
|
|
|
| Schedule 12-14 - Schedule of Fair Value of Control and Affiliate Investments (Parentheticals) (Details) [Line Items] |
|
|
|
|
|
| Investment cash rate |
|
6.33%
|
[8] |
6.33%
|
[6] |
| Investment maturity date |
[8] |
Dec. 31, 2023
|
|
Dec. 31, 2023
|
|
| Control investments [Member] | Warrant [Member] | Advantis Certified Staffing Solutions, Inc. [Member] |
|
|
|
|
|
| Schedule 12-14 - Schedule of Fair Value of Control and Affiliate Investments (Parentheticals) (Details) [Line Items] |
|
|
|
|
|
| Investment maturity date |
[3] |
Jan. 01, 2027
|
[2],[7],[8],[9] |
Jan. 01, 2027
|
[5],[6],[11],[12] |
| Investment warrant |
[3] |
250,000
|
[2],[7],[8],[9] |
250,000
|
[5],[6],[11],[12] |
| Investment exercise price |
[3] |
$ 0.01
|
[2],[7],[8],[9] |
$ 0.01
|
[5],[6],[11],[12] |
| Control investments [Member] | Warrant One [Member] | Advantis Certified Staffing Solutions, Inc. [Member] |
|
|
|
|
|
| Schedule 12-14 - Schedule of Fair Value of Control and Affiliate Investments (Parentheticals) (Details) [Line Items] |
|
|
|
|
|
| Investment maturity date |
[3] |
Jan. 01, 2027
|
[2],[7],[8],[9] |
Jan. 01, 2027
|
[5],[6],[11],[12] |
| Investment warrant |
[3] |
700,000
|
[2],[7],[8],[9] |
700,000
|
[5],[6],[11],[12] |
| Investment exercise price |
[3] |
$ 0.01
|
[2],[7],[8],[9] |
$ 0.01
|
[5],[6],[11],[12] |
| Control investments [Member] | First Lien Loans [Member] | Dominion Medical Management, Inc. [Member] |
|
|
|
|
|
| Schedule 12-14 - Schedule of Fair Value of Control and Affiliate Investments (Parentheticals) (Details) [Line Items] |
|
|
|
|
|
| Investment cash rate |
[1],[10] |
12.00%
|
[2],[7],[8],[9],[13] |
12.00%
|
[3],[4],[5],[6],[11],[12] |
| Investment maturity date |
[1],[10] |
Mar. 31, 2020
|
[2],[7],[8],[9],[13] |
Mar. 31, 2020
|
[3],[4],[5],[6],[11],[12] |
| Investment payment in kind rate |
[1],[10] |
6.00%
|
[2],[7],[8],[9],[13] |
6.00%
|
[3],[11],[12] |
| Control investments [Member] | First Lien Loans [Member] | Rockfish Seafood Grill, Inc. [Member] |
|
|
|
|
|
| Schedule 12-14 - Schedule of Fair Value of Control and Affiliate Investments (Parentheticals) (Details) [Line Items] |
|
|
|
|
|
| Investment cash rate |
[1],[3] |
8.00%
|
[2],[8] |
8.00%
|
[6],[12] |
| Investment maturity date |
[1],[3] |
Mar. 31, 2018
|
[2],[8] |
Mar. 31, 2018
|
[6],[12] |
| Investment payment in kind rate |
[1],[3] |
6.00%
|
[2],[8] |
6.00%
|
[6],[12] |
| Control investments [Member] | Revolving Loans [Member] | Rockfish Seafood Grill, Inc. [Member] |
|
|
|
|
|
| Schedule 12-14 - Schedule of Fair Value of Control and Affiliate Investments (Parentheticals) (Details) [Line Items] |
|
|
|
|
|
| Investment cash rate |
|
8.00%
|
[8] |
8.00%
|
[6] |
| Investment maturity date |
|
Dec. 31, 2023
|
[8] |
Dec. 31, 2023
|
[6] |
| Control investments [Member] | Warrant two [Member] | Rockfish Holdings, LLC [Member] |
|
|
|
|
|
| Schedule 12-14 - Schedule of Fair Value of Control and Affiliate Investments (Parentheticals) (Details) [Line Items] |
|
|
|
|
|
| Investment maturity date |
|
Jul. 28, 2028
|
[7],[8] |
Jul. 28, 2028
|
[5],[6] |
| Investment exercise price |
|
$ 0.001
|
[7],[8] |
$ 0.001
|
[5],[6] |
| Investment membership interest rate |
|
1.00%
|
[7],[8] |
1.00%
|
[5],[6] |
|
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Princeton Capital (PK) (USOTC:PIAC)
과거 데이터 주식 차트
부터 3월(3) 2025 으로 4월(4) 2025
Princeton Capital (PK) (USOTC:PIAC)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 4월(4) 2025
