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EX-32 - CERTIFICATION - PRINCETON CAPITAL CORPf10q0916ex32_princeton.htm
EX-31.2 - CERTIFICATION - PRINCETON CAPITAL CORPf10q0916ex31-2_princeton.htm
EX-31.1 - CERTIFICATION - PRINCETON CAPITAL CORPf10q0916ex31-1_princeton.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

 

 

FORM 10-Q

 

 

 

(Mark One)

 

☒   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2016

 

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.)

 

700 Alexander Park

Suite 103
Princeton, NJ 08540

(Address of Principal Executive Offices)

 

(609) 514-9200

(Registrant’s Telephone Number, Including Area Code)

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☐ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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
  (do not check if a 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

The number of shares of the issuer’s Common Stock, $0.001 par value, outstanding as of August 21, 2017 was 120,486,061.

 

 

 

 

 

 

PRINCETON CAPITAL CORPORATION

 

TABLE OF CONTENTS

 

  Page
   
PART I. FINANCIAL INFORMATION  
   
Item 1. Financial Statements 1
   
Statements of Assets and Liabilities as of September 30, 2016 (unaudited) and December 31, 2015  1
   
Statements of Operations (unaudited) for the three and nine months ended September 30, 2016 and September 30, 2015  2
   
Statements of Changes in Net Assets (unaudited) for the nine months ended September 30, 2016 and September 30, 2015  3
   
Statements of Cash Flows (unaudited) for the nine months ended September 30, 2016 and September 30, 2015  4
   
Schedule of Investments as of September 30, 2016 (unaudited)  5
   
Schedule of Investments as of December 31, 2015 8
   
Notes to Financial Statements (unaudited) as of September 30, 2016 11
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 36
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk 49
   
Item 4. Controls and Procedures 49
   
PART II. OTHER INFORMATION  
   
Item 1. Legal Proceedings 50
   
Item 1A. Risk Factors 51
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 51
   
Item 3. Defaults Upon Senior Securities 51
   
Item 4. Mine Safety Disclosures 51
   
Item 5. Other Information 51
   
Item 6. Exhibits 51

 

 

 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 
PRINCETON CAPITAL CORPORATION

 
STATEMENTS OF ASSETS AND LIABILITIES

 

 

   September 30, 2016   December 31, 2015 
   (Unaudited)     
ASSETS        
Control investments at fair value (cost of $22,693,872 and $22,000,463, respectively)  $17,759,053   $17,249,671 
Affiliate investments at fair value (cost of $5,306,750 and $5,306,750, respectively)   7,034,177    5,314,399 
Non-control/non-affiliate investments at fair value (cost of $29,007,680 and $28,835,487, respectively)   22,054,169    26,135,450 
Investment in U.S. Treasury Bill (cost of $46,999,961 and $0, respectively)   46,999,295    - 
Total investments at fair value (cost of $104,008,263 and $56,142,700, respectively)   93,846,694    48,699,520 
Cash   474,801    1,022,510 
Due from portfolio companies   103,675    84,418 
Due from affiliates   43,940    32,348 
Interest receivable   231,768    131,367 
Prepaid expenses   30,944    48,311 
Total assets   94,731,822    50,018,474 
           
LIABILITIES          
Accrued management fees   490,263    175,754 
Accounts payable (Note 2)   1,976,538    1,395,597 
Term loan – related party   695,000    - 
Due to affiliates   83,227    11,949 
Dividends payable   -    600 
Short term payable for securities purchased   46,999,961    - 
Tax expense payable   35,430    - 
Deferred fee income   28,929    - 
Accrued expenses and other liabilities   268,376    209,011 
Total liabilities   50,577,724    1,792,911 
           
Commitments and contingencies (Note 8)   -    - 
           
Net assets  $44,154,098   $48,225,563 
           
NET ASSETS          
Common stock, par value $0.001 per share (250,000,000 shares authorized; 120,486,061 shares issued and outstanding at September 30, 2016 and December 31, 2015)  $120,486   $120,486 
Paid-in capital   64,868,884    64,868,284 
Accumulated undistributed net realized gain   185,380    235,510 
Distributions in excess of net investment income   (10,859,083)   (9,555,537)
Accumulated unrealized loss on investments   (10,161,569)   (7,443,180)
Total net assets   44,154,098    48,225,563 
Net asset value per share  $0.366   $0.400 

 

See notes to financial statements.

 

1 

 

 

PRINCETON CAPITAL CORPORATION

STATEMENTS OF OPERATIONS (Unaudited)

 

   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2016   2015   2016   2015 
INVESTMENT INCOME                
Interest income from non-control/non-affiliate investments  $331,849   $998,554   $769,054   $2,062,712 
Interest income from control investments   -    219,160    482,128    290,349 
Other income from non-control/non-affiliate investments   5,071    10,001    5,071    18,908 
Other income from affiliate investments   8,280    -    27,288    - 
Other income from non-investment sources   10    -    174    - 
Total investment income   345,210    1,227,715    1,283,715    2,371,969 
                     
OPERATING EXPENSES                    
Management fees   94,448    224,562    529,509    461,893 
Administration fees   31,250    150,786    252,485    319,713 
Professional fees (Note 2)   164,398    385,253    823,415    1,466,699(1)
Compliance fees   -    90,510    1,904    156,747 
Directors’ fees   57,543    27,264    169,198    70,293 
Bank fees   -    -    25    2,050 
Insurance expense   34,151    24,375    79,069    53,730 
Interest expense   17,016    1,312    57,955    4,277 
Other general and administrative expenses   151,996    143,081    336,006    276,210 
Total operating expenses   550,802    1,047,143    2,249,566    2,811,612 
                     
Net investment income (loss) before tax   (205,592)   180,572    (965,851)   (439,643)
Income tax expense   8,689    -    337,695    - 
Net investment income (loss) after tax   (214,281)   180,572    (1,303,546)   (439,643)
                     
Net realized gain (loss) on:                    
Non-control/non-affiliate investments   (50,000)   142,348    (50,000)   246,388 
U.S. Treasury Bill   42    -    (130)   (533)
Cash   -    -    -    (10,348)
Net realized gain (loss)   (49,958)   142,348    (50,130)   235,507 
Net change in unrealized gain (loss) on investments   (919,686)   (5,617,533)   (2,718,389)   (7,306,689)
Net realized and unrealized gain (loss) on investments   (969,644)   (5,475,185)   (2,768,519)   (7,071,182)
Net increase (decrease) in net assets resulting from operations  $(1,183,925)  $(5,294,613)  $(4,072,065)  $(7,510,825)
                     
Net investment income (loss) per share                    
Basic  $(0.002)  $0.001   $(0.011)  $(0.005)
Diluted  $(0.002)  $0.001   $(0.011)  $(0.005)
Net increase (decrease) in net assets resulting from operations per share                    
Basic  $(0.010)  $(0.044)  $(0.034)  $(0.084)
Diluted  $(0.010)  $(0.044)  $(0.034)  $(0.084(2)
Weighted average shares of common stock outstanding                    
Basic  $120,486,061   $120,486,061   $120,486,061   $89,623,288(3)
Diluted  $120,486,061   $120,486,061   $120,486,061   $90,923,654(3)

 

(1)Includes $935,161 of legal and accounting fees related to the transaction that occurred on March 13, 2015 for the nine months ended September 30, 2015. See Note 1 of the Notes to Financial Statements.
(2)Includes Series B Preferred Shares convertible at 100 for 1 through March 12, 2015 but is excluded from the diluted calculation for net increase (decrease) in net assets resulting from operations per share and net investment income (loss) per share for the nine months ended September 30, 2015 due to it being anti-dilutive.
(3)Includes retroactive application of 2 for 1 stock split.

 

See notes to financial statements.

 

2 

 

 

PRINCETON CAPITAL CORPORATION

 
STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)

 

   Nine Months Ended   Nine Months Ended 
   September 30, 2016   September 30, 2015 
Increase (decrease) in net assets resulting from operations:        
Net investment loss  $(1,303,546)  $(439,643)
Net realized gain (loss) on investments   (50,130)   235,507 
Net change in unrealized gain (loss) on investments   (2,718,389)   (7,306,689)
Net increase (decrease) in net assets resulting from operations   (4,072,065)   (7,510,825)
           
Capital share transactions:          
Unpaid dividend written off   600    - 
Issued common stock   -    56,611,576 
Net increase in net assets resulting from capital share transactions   600    56,611,576 
           
Total increase (decrease) in net assets   (4,071,465)   49,100,751 
Net assets at beginning of period   48,225,563    462,022 
Net assets at end of period  $44,154,098   $49,562,773 
           
Capital share activity:          
Common stock          
Reverse stock split   -    (1,816,534)
Conversion of Regal One Corporation common and preferred shares for Princeton Capital Corporation common shares   -    3,185,201 
Issuance of common stock   -    115,484,327(1)
Common stock outstanding at the beginning of period   120,486,061    3,633,067 
Common stock outstanding at the end of period   120,486,061    120,486,061 
Preferred stock - Series B          
Conversion of Regal One Corporation common and preferred shares for Princeton Capital Corporation common shares   -    (100,000)
Preferred stock outstanding at the beginning of period   -    100,000 
Preferred stock outstanding at the end of period   -    - 

 

(1)The shares issued were based on a pre-valuation presumed fair value of $60.9 million.

 

See notes to financial statements.

 

3 

 

 

PRINCETON CAPITAL CORPORATION

 
STATEMENTS OF CASH FLOWS (Unaudited)

 

   Nine Months Ended   Nine Months Ended 
   September 30, 2016   September 30, 2015 
Cash flows from operating activities:        
Net increase (decrease) in net assets resulting from operations  $(4,072,065)  $(7,510,825)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:          
Purchases of investments in:          
Portfolio investments   (505,000)   (11,045,000)
U.S. Treasury Bills   (140,000,091)   (97,005,333)
Proceeds from sales, repayments, or maturity of investments in:          
Portfolio investments   -    274,615 
U.S. Treasury Bills   93,000,000    97,004,800 
Net change in unrealized (gain) loss on investments   2,718,389    7,306,689 
Net realized (gain) loss on investments and U.S. Treasury Bill   50,130    (245,855)
Increase in investments due to PIK   (473,818)   (624,348)
Amortization of fixed income premium or discounts   63,216    14,817 
Changes in other assets and liabilities:          
Deposits   -    (1,410,000)
Due from portfolio companies   (19,257)   (84,418)
Due from affiliates   (11,592)   (25,916)
Interest receivable   (100,401)   (314,882)
Prepaid expenses   17,367    (131,558)
Accrued management fees   314,509    224,562 
Accounts payable   580,941    483,469 
Accounts payable – related party   -    (18,500)
Due to affiliates   71,278    12,349 
Tax expense payable   35,430    - 
Deferred fee income   28,929    - 
Accrued expenses and other liabilities   59,365    137,263 
Net cash used in operating activities   (48,242,670)   (12,958,071)
           
Cash flows from financing activities:          
Insurance loan payable   -    19,500 
Short term payable for securities purchased   46,999,961    - 
Term loan – related party   695,000    - 
Net cash received from common shares issued   -    13,104,380 
Net cash provided by financing activities   47,694,961    13,123,880 
           
Net increase (decrease) in cash   (547,709)   165,809 
Cash at beginning of period   1,022,510    22,999 
Cash at end of period  $474,801   $188,808 
           
Supplemental and non-cash financing activities:          
Common stock issued in exchange for investments  $-   $43,507,195 
Dividends payable to stockholders  $(600)  $- 
Unpaid dividend written off  $600   $- 
Dividends declared, but not yet paid  $-   $600 
Interest expense paid  $121,171   $19,094 
Income tax paid  $302,265   $- 
Transfer due to restructuring of investments in Rockfish Seafood Grill, Inc.  $-   $3,250,850 

 

See notes to financial statements.

 

4 

 

 

PRINCETON CAPITAL CORPORATION

 

SCHEDULE OF INVESTMENTS as of September 30, 2016 (Unaudited)

 

Investments  Headquarters/
Industry
  Principal Amount/Shares/
% Ownership
   Amortized Cost   Fair
Value(1)
   % of
Net Assets
 
Portfolio Investments                   
Control investments                   
Rockfish Seafood Grill, Inc.  Richardson, TX                

First Lien Loan, 8% Cash, 6.0% PIK, due 3/31/2018 (2), (3), (5), (6)

  Casual Dining  $6,352,944   $6,352,944   $6,352,944    14.39%

Revolving Loan, 8% Cash, due 6/29/2017 (2), (5), (6), (7)

     $1,276,000    1,276,000    1,276,000    2.89%
Rockfish Holdings, LLC                       

Warrant for Membership Interest, exercise price $0.001 per 1% membership interest, expires 7/28/2018 (5), (6)

      10.000%   414,960    186,683    0.42%

Membership Interest – Class A(5), (6)

      99.997%   3,734,636    1,680,099    3.81%
Total           11,778,540    9,495,726    21.51%
Integrated Medical Partners, LLC  Milwaukee, WI                    

Unsecured Loan, 2.0% cash, due 3/1/2018 (2), (5), (6)

  Medical Business  $276,922    276,922    276,922    0.63%

Preferred Membership, Class A units (5), (6)

  Services   800    4,196,937    2,654,956    6.01%

Preferred Membership, Class B units (5), (6)

      760    29,586    227,047    0.51%

Common Units (5), (6)

      14,082    -    15,205    0.03%
Total           4,503,445    3,174,130    7.18%
Advantis Certified Staffing Solutions, Inc.  Austin, TX                    

Second Lien Loan, 12.5% Cash, due 3/31/2018 (2), (5), (6)

  Staffing  $6,435,000    5,954,270    4,672,691    10.58%

Unsecured Loan, 5.0% Cash, due 3/31/2018 (2), (5), (6)

     $95,000    95,000    95,000    0.22%

Unsecured Loan, 5.0% Cash, due 3/31/2020 (2), (5), (6)

     $195,000    195,000    195,000    0.44%

Unsecured Loan, 5.0% Cash, due 3/31/2018 (2), (5), (6)

     $85,000    85,000    85,000    0.20%

Warrant for 250,000 Common Stock Shares, exercise price $0.01 share, expires 12/09/2017 (5), (6)

      1    2,071    1,040    -%

Common Stock - Series A Shares (5), (6)

      225,000    1,864    936    -%

Common Stock - Series B Shares (5), (6)

      9,500,000    78,682    39,530    0.09%
Total           6,411,887    5,089,197    11.53%
Total control investments           22,693,872    17,759,053    40.22%
                        
Affiliate investments                       
Spencer Enterprises Holdings, LLC  City of Industry, CA                    

Preferred Membership, Class AA units (5), (6)

  Home Furnishings   500,000    2,391,001    2,904,358    6.58%

Preferred Membership, Class BB units (5), (6)

  Manufacturing   500,000    2,915,749    4,129,819    9.35%
Total           5,306,750    7,034,177    15.93%
Total affiliate investments           5,306,750    7,034,177    15.93%
                        
Non-control/non-affiliate investments                       
Performance Alloys, LLC  Houston, TX                    

Second Lien Loan, 6.0% cash, due 3/31/2018 (3), (6)

  Nickel Pipe, Fittings & Flanges  $6,750,000    6,750,000    6,750,000    15.29%

Membership Interest – Class B (6)

     25.97%   5,131,090    1,064,969    2.41%
Total           11,881,090    7,814,969    17.70%
Lone Star Brewery Development, Inc.  San Marcos, TX                    

Second Lien Loan, 12.0% in cash, 2.0% PIK, due 4/10/2018 (2), (3), (5), (6)

  Real Estate Development  $8,076,135    8,076,135    6,000,000    13.59%
Great Value Storage, LLC  Austin, TX                    

First Lien Loan, 12.0% cash, 2.0% PIK, due 12/31/2018 (3), (6)

  Storage Company
Property Management
  $6,497,761    6,523,774    6,498,000    14.72%
South Boots Hill, LLC  San Marcos, TX                    

First Lien Loan, 12.0% cash, 2.0% PIK, due 3/31/2018 (2), (3), (5), (6)

  Energy Services  $2,525,481    2,525,481    1,740,000    3.94%

 

See notes to financial statements.

 

5 

 

 

PRINCETON CAPITAL CORPORATION

 

SCHEDULE OF INVESTMENTS as of September 30, 2016 (Unaudited) (Continued)

 

Investments  Headquarters/
Industry
 

Principal

Amount/Share/

% 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), (6)  Security   600,000   $1,200   $1,200    -%
Total non-control/non-affiliate investments           29,007,680    22,054,169    49.95%
Total Portfolio Investments           57,008,302    46,847,399    106.10%
                        
United States Treasury                       
U. S. Treasury Bill 0.0% 10/06/16     $47,000,000    46,999,961    46,999,295    106.44%
                        
Total Investments          $104,008,263   $93,846,694    212.54%

 

(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 payment-in-kind security (“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.
(4)The investment in Rampart Detection Systems, Ltd does not represent a “qualifying asset” under Section 55(a) of the 1940 Act as the principal place of business is in British Columbia, Canada. As of September 30, 2016, less than 1% of the total fair value of investments represents non-qualifying assets.
(5)Investment is non-income producing as of September 30, 2016.
(6)Represents an illiquid investment. At September 30, 2016, 100% of the total fair value of portfolio investments are illiquid.
(7)On June 29, 2015, the Company entered into a revolving loan commitment with Rockfish Seafood Grill, Inc. for $1,250,000. As of September 30, 2016, the entire commitment had been funded.

 

See notes to financial statements.

 

6 

 

 

PRINCETON CAPITAL CORPORATION

 

SCHEDULE OF INVESTMENTS as of September 30, 2016 (Unaudited) (Continued)

 

The following tables show the fair value of our portfolio of investments (excluding U.S. Treasury Bills) by geography and industry as of September 30, 2016.

 

   September 30, 2016 
Geography  Investments at Fair Value   Percentage of Net Assets 
         
Canada  $1,200    0.00%
United States   46,846,199    106.10 
Total  $46,847,399    106.10%

 

 

   September 30, 2016 
Industry  Investments at Fair Value   Percentage of Net Assets 
         
Casual Dining  $9,495,726    21.51%
Nickel Pipe, Fittings and Flanges   7,814,969    17.70 
Real Estate Development   6,000,000    13.59 
Home Furnishings Manufacturing   7,034,177    15.93 
Storage Company Property Management   6,498,000    14.72 
Staffing   5,089,197    11.53 
Medical Business Services   3,174,130    7.18 
Energy Services   1,740,000    3.94 
Security   1,200    0.00 
Total  $46,847,399    106.10%

 

See notes to financial statements.

 

7 

 

 

PRINCETON CAPITAL CORPORATION

 

SCHEDULE OF INVESTMENTS as of December 31, 2015

Investments  Headquarters/
Industry
  Principal Amount/Shares/
% Ownership
   Amortized Cost   Fair
Value (1)
  

% of

Net

Assets

 
Portfolio investments                   
Control investments                   
Rockfish Seafood Grill, Inc.  Richardson, TX                

First Lien Loan, 8% Cash, 6.0% PIK, due 3/31/2018 (4), (7)

  Casual Dining  $6,164,535   $6,164,535   $6,164,535    12.78%

Revolving Loan, 8% Cash, due 6/29/2017 (7), (8)

     $1,051,000    1,051,000    1,051,000    2.18%
Rockfish Holdings, LLC                       

Warrant for Membership Interest, exercise price $0.001 per 1% membership interest, expires 7/28/2018 (6), (7)

      10.000%   414,960    316,531    0.65%

Membership Interest – Class A(6), (7)

      99.997%   3,734,636    2,848,693    5.91%
Total           11,365,131    10,380,759    21.52%
Integrated Medical Partners, LLC  Milwaukee, WI                    

Unsecured Loan, 2.0% cash, due 3/1/2018 (3), (6), (7)

  Medical Business  $276,922    276,922    276,922    0.57%

Preferred Membership, Class A units (6), (7)

  Services   800    4,196,937    2,331,439    4.83%

Preferred Membership, Class B units (6), (7)

      760    29,586    32,923    0.08%

Common Units (6), (7)

      14,082    -    65    0.00%
Total           4,503,445    2,641,349    5.48%
Advantis Certified Staffing Solutions, Inc. (2)  Austin, TX                    

Second Lien Loan, 12.5% Cash, due 3/31/2018 (3), (6), (7)

  Staffing  $6,435,000    5,954,270    4,104,994    8.51%

Unsecured Loan, 5.0%, Cash due 3/31/2018 (3), (6), (7)

     $95,000    95,000    95,000    0.20%

Warrant for 250,000 Common Stock Shares, exercise price $0.01 per share, expires 12/09/2017 (6), (7)

      1    2,071    691    0.00%

Common Stock - Series A Shares (6), (7)

      225,000    1,864    622    0.00%

Common Stock - Series B Shares (6), (7)

      9,500,000    78,682    26,256    0.06%
Total           6,131,887    4,227,563    8.77%
Total control investments           22,000,463    17,249,671    35.77%
                        
Affiliate investments                       
Spencer Enterprises Holdings, LLC  City of Industry, CA                    

Preferred Membership, Class AA units (6), (7)

  Home Furnishings   500,000    2,391,001    2,353,965    4.88%

Preferred Membership, Class BB units (6), (7)

  Manufacturing   500,000    2,915,749    2,960,434    6.14%
Total           5,306,750    5,314,399    11.02%
Total affiliate investments           5,306,750    5,314,399    11.02%
                        
Non-control/non-affiliate investments                       
Performance Alloys, LLC  Houston, TX                    

Second Lien Loan, 12.0% cash, 2.0% PIK, due 3/31/2017 (3), (4), (7)

  Nickel Pipe, Fittings & Flanges  $11,881,090    11,881,090    9,205,500    19.09%
Lone Star Brewery Development, Inc.  San Marcos, TX                    

Second Lien Loan, 12.0% in cash, 2.0% PIK, due 4/10/2018 (3), (4), (7)

  Real Estate Development  $8,076,135    8,076,135    8,076,000    16.75%
Great Value Storage, LLC  Austin, TX                    

First Lien Loan, 12.0% cash, 2.0% PIK, due 12/31/2018 (4), (7)

 

Storage Company

Property Management

  $6,212,352    6,301,581    6,324,000    13.11%
South Boots Hill, LLC  San Marcos, TX                    

First Lien Loan, 12.0% cash, 2.0% PIK, due 3/31/2018 (3), (4), (7)

  Energy Services  $2,525,481    2,525,481    2,525,000    5.23%
Neuralstem, Inc.  Germantown, MD                    

Warrant for 1,000,000 shares, exercise price $5.00 per share, expires 8/30/2016 (6), (7)

  Biotechnology   1    50,000    3,750    0.01%

 

See notes to financial statements.

 

8 

 

 

PRINCETON CAPITAL CORPORATION

 
SCHEDULE OF INVESTMENTS as of December 31, 2015 (Continued)

 

Investments  Headquarters/
Industry
 

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 (5), (6), (7)  Security   600,000   $1,200   $1,200    0.00%
Total non-control/non-affiliate investments           28,835,487    26,135,450    54.19%
Total portfolio investments          $56,142,700   $48,699,520    100.98%

 

(1)See Note 5 of the Notes to Financial Statements for a discussion of the methodologies used to value securities in the portfolio.
(2)Formerly known as Advantis Healthcare Solutions, Inc.
(3)Investment is on non-accrual status.
(4)Represents a payment-in-kind security (“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.
(5)The investment in Rampart Detection Systems, Ltd does not represent a “qualifying asset” under Section 55(a) of the 1940 Act as the principal place of business is in British Columbia, Canada. As of December 31, 2015, less than 1% of the total fair value of investments represents non-qualifying assets.
(6)Investment is non-income producing as of December 31, 2015.
(7)Represents an illiquid investment. At December 31, 2015, 100% of the total fair value of investments are illiquid.
(8)On June 29, 2015 the Company entered into a revolving loan commitment with Rockfish Seafood Grill, Inc. for $1,250,000. As of December 31, 2015, $199,000 remains unfunded.

 

See notes to financial statements.

 

9 

 

 

PRINCETON CAPITAL CORPORATION

 
SCHEDULE OF INVESTMENTS as of December 31, 2015 (Continued)

 

The following tables show the fair value of our portfolio of investments by geography and industry as of December 31, 2015.

 

   December 31, 2015 
Geography  Investments at Fair Value   Percentage of Net Assets 
         
Canada  $1,200    0.00%
United States   48,698,320    100.98 
Total  $48,699,520    100.98%
           
           

 

   December 31, 2015 
Industry  Investments at Fair Value   Percentage of Net Assets 
         
Casual Dining  $10,380,759    21.52%
Nickel Pipe, Fittings and Flanges   9,205,500    19.09 
Real Estate Development   8,076,000    16.75 
Storage Company Property Management   6,324,000    13.11 
Home Furnishings Manufacturing   5,314,399    11.02 
Staffing   4,227,563    8.77 
Medical Business Services   2,641,349    5.48 
Energy Services   2,525,000    5.23 
Biotechnology   3,750    0.01 
Security   1,200    0.00 
Total  $48,699,520    100.98%

 

See notes to financial statements.

 

10 

 

 

PRINCETON CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 (Unaudited)

 

NOTE 1 – NATURE OF OPERATIONS

 

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, with its principal office located in Princeton, New Jersey. 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”). As a BDC, we expect 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”). It is likely that the Company will not meet the requirements to qualify as a RIC for the 2016 and 2017 tax years and expects to be taxed as a corporation under Subchapter C of the Code. We invest primarily in private small and lower middle-market companies through first lien loans, second lien loans, unsecured loans, unitranche and mezzanine debt financing, often times with a corresponding equity investment. 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 July 9, 2014, Regal One acquired Princeton Capital as a wholly owned subsidiary. On July 14, 2014, Regal One, Princeton Capital, 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 the Purchase Agreement, Regal One would acquire cash, equity and debt investments of the Partnerships in exchange for shares of common stock of Regal One. In addition to the customary conditions to closing the transactions contemplated by the Purchase Agreement, Regal One was required to (i) to effect a reverse stock split of Regal One’s outstanding common stock at a ratio of 1-for-2 (the “Reverse Stock Split”), (ii) reincorporate from Florida to Maryland by merging into Princeton Capital (the “Reincorporation”) and (iii) become an externally managed BDC by entering into an external investment advisory agreement with Princeton Investment Advisors, LLC, (“Princeton Investment Advisors”) a Delaware limited liability company.

 

On March 13, 2015, following the Reverse Stock Split and the Reincorporation, we completed our previously announced 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. We also entered into an investment advisory agreement with Princeton Investment Advisors, which subsequently was terminated by the Company’s Board of Directors on January 18, 2016, effective as of June 9, 2016.

 

On January 18, 2016, the Board of Directors of the Company conditionally approved the investment advisory agreement with Princeton Advisory Group, Inc., a New Jersey corporation (“Princeton Advisory Group”) (the “New Investment Advisory Agreement”), subject to the approval of the Company’s stockholders at the 2016 Annual Meeting of Stockholders. At the 2016 Annual Meeting of Stockholders held on June 9, 2016, the Company’s stockholders approved the New Investment Advisory Agreement, effective June 9, 2016. Since June 9, 2016, Princeton Advisory Group has acted as the Company’s investment advisor pursuant to the terms of the New Investment Advisory Agreement.

 

11 

 

 

PRINCETON CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 (Unaudited)

 

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.

 

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 September 30, 2016, the Company had control investments in Rockfish Seafood Grill Inc., Rockfish Holdings, LLC, Integrated Medical Partners, LLC and Advantis Certified Staffing Solutions, Inc. and affiliated investments in Spencer Enterprises Holdings, LLC, 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.

 

12 

 

 

PRINCETON CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 (Unaudited)

 

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 (our investment advisor, as disclosed in various public filings and elsewhere in this Form 10-Q, changed on June 9, 2016 from Princeton Investment Advisors to Princeton Advisory Group);

 

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 (our investment advisor, as disclosed in various public filings and elsewhere in this Form 10-Q, changed on June 9, 2016 from Princeton Investment Advisors to Princeton Advisory Group), 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.

 

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.

 

13 

 

 

PRINCETON CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 (Unaudited)

 

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.

 

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 appreciation or depreciation.

 

14 

 

 

PRINCETON CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 (Unaudited)

 

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

 

The Company deposits its 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.

 

U.S. Treasury Bills

 

At the end of each fiscal quarter, we may take proactive steps to ensure we are 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.

 

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.

 

15 

 

 

PRINCETON CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 (Unaudited)

 

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 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, including annual fees and monitoring fees are included in Other Income. Income from such sources was $13,351 and $32,359 for the three and nine months ended September 30, 2016, respectively. Income from such sources for the three and nine months ended September 30, 2015 was $10,001 and $18,908, respectively. Interest income earned on cash in the Company’s bank account is included in other income from non-investment sources. Income from such sources was $10 and $174 for the three and nine months ended September 30, 2016, respectively. There was no such income for the three and nine months ended September 30, 2015.

 

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. 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. For the quarter ending September 30, 2016 and through the date of issuance of this report, no dividends have been paid out to stockholders.

 

Net Change in Unrealized Appreciation or Depreciation

 

Net change in unrealized appreciation or depreciation 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

 

The Company incurred legal fees related to the lawsuit captioned Capital Link Fund I, LLC, et al. v. Capital Point Management, LP, et al. as disclosed in Note 8. It is undeterminable at this time the ultimate responsibility for amounts invoiced to the Company by two of the law firms that provided services, as these invoices were for the entire law firm’s fees even though they represented multiple parties and the Company believes that some of these services rendered were provided for other represented parties. For the three and nine months ended September 30, 2016, the Company was invoiced legal fees by these two law firms related to this lawsuit in the amount of $22,294 and $351,513, respectively, which are included in professional fees on the Statements of Operations. As of September 30, 2016, these fees are included in accounts payable on the Statements of Assets and Liabilities. Other legal fees invoiced to the Company for the three and nine months ended September 30, 2016, were incurred in the normal operating course of business and are included in professional fees on the Statements of Operations.

 

16 

 

 

PRINCETON CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 (Unaudited)

 

Federal and State Income Taxes

 

The Company is taxed as a regular corporation (a “C corporation”) under subchapter C of the Internal Revenue Code of 1986, as amended. 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.

 

It is likely that the Company will not meet the qualifications of a RIC for the 2016 and 2017 tax years and expects to be taxed as a corporation under Subchapter C of the Code. 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 maintains 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.

 

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. For the quarter ending September 30, 2016 and through the date of issuance of this report, no dividends have been 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 net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss per share by the weighted average number of shares outstanding, plus, any potentially dilutive shares outstanding during the period. The Company had 100,000 Series B Preferred Shares convertible at 100 for 1 outstanding through March 12, 2015, but were excluded from the calculation of diluted loss per share of common stock because their inclusion would have been antidilutive. Therefore, dilutive loss per share of common stock was equal to basic loss per share of common stock for the three and nine months ended September 30, 2015. For the three and nine months ended September 30, 2016, basic and diluted earnings (loss) per share were the same, since there were no potentially dilutive securities outstanding.

 

Transactional Expenses

 

A portion of the assets acquired on March 13, 2015 from the Partnerships were used for legal and accounting fees related to the acquisition transaction and were expensed as professional fees. The Company incurred $935,161 of professional fees related to the transaction for the period ended September 30, 2015. There were no professional fees related to the transaction for the period ended September 30, 2016.

 

Capital Accounts

 

Certain capital accounts including undistributed net investment income, accumulated net realized gain or loss, accumulated net unrealized appreciation or depreciation, 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.

 

17 

 

 

PRINCETON CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 (Unaudited)

 

Recent Accounting Pronouncements

 

In May 2015, the FASB issued ASU 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (“ASU 2015-07”). ASU 2015-07 removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. ASU 2015-07 is effective for fiscal years beginning after December 15, 2015. The Company does not believe this standard has an impact on its Financial Statements.

 

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 requires management to evaluate relevant conditions or events that are known or reasonably knowable as of the evaluation date when determining whether substantial doubt about an entity’s ability to continue as a going concern exists. If management concludes that substantial doubt about an entity’s ability to continue as a going concern is not alleviated by its plans, the notes to the financial statements are required to include a statement that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued, when applicable). ASU 2014-15 is effective for annual periods ending after December 15, 2016 and for annual periods thereafter. The Company does not believe this standard has an impact on its Financial Statements.

 

In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”). ASU 2015-17 requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will now only have one net noncurrent deferred tax asset or liability. ASU 2015-17 is effective for public business entities in fiscal years beginning after December 15, 2016, including interim periods within those years. The Company does not believe this standard has an impact on its Financial Statements.

 

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 INCOME (LOSS) PER COMMON SHARE

 

The following information sets forth the computation of basic and diluted income (loss) per common share for the nine months ended September 30, 2016 and September 30, 2015.

 

  

Three Months Ended

September 30,

  

Nine Months Ended

September 30,

 
   2016   2015   2016   2015 
   (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited) 
Per Share Data (1):                
Net Increase (Decrease) in Net Assets Resulting from Operations  $(1,183,925)  $(5,294,613)  $(4,072,065)  $(7,510,825)
Weighted average shares outstanding for period                    
Basic   120,486,061    120,486,061    120,486,061    89,623,288(2)
Diluted     120,486,061    120,486,061    120,486,061    90,923,654(2),(3)
Basic and diluted income (loss) per common share                    
Basic  $(0.010)  $(0.044)  $(0.034)  $(0.084)
Diluted  $(0.010)  $(0.044)  $(0.034)  $(0.084)

 

(1) Per share data based on weighted average shares outstanding.

(2) Includes retroactive application of 2 for 1 stock split.

(3) Includes Series B Preferred Shares convertible at 100 for 1 through March 12, 2015 but is excluded from the diluted calculation for net increase (decrease) in net assets resulting from operations per share for the nine months ended September 30, 2015 due to it being anti-dilutive.

 

18 

 

 

PRINCETON CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 (Unaudited)

 

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 table presents information about the Company’s assets measured at fair value as of September 30, 2016 and December 31, 2015, respectively:

 

   As of September 30, 2016 (Unaudited) 
   Level 1   Level 2   Level 3   Total 
Portfolio Investments                
First Lien Loans  $-   $-   $15,866,944   $15,866,944 
Second Lien Loans   -    -    17,422,691    17,422,691 
Unsecured Loans   -    -    651,922    651,922 
Equity   -    -    12,905,842    12,905,842 
Total Portfolio Investments   -    -    46,847,399    46,847,399 
U.S. Treasury Bill   46,999,295    -    -    46,999,295 
Total Investments  $46,999,295   $-   $46,847,399   $93,846,694 

 

   As of December 31, 2015 (Audited) 
   Level 1   Level 2   Level 3   Total 
Portfolio Investments                
First Lien Loans  $-   $-   $16,064,535   $16,064,535 
Second Lien Loans   -    -    21,386,494    21,386,494 
Unsecured Loans   -    -    371,922    371,922 
Equity   -    -    10,876,569    10,876,569 
Total Portfolio Investments  $-   $-   $48,699,520   $48,699,520 

 

During the nine months ended September 30, 2016 and year ended December 31, 2015, there were no transfers between Level, 1, Level 2 or Level 3.

 

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 nine months ended September 30, 2016 are as follows:

 

  

First Lien

Loans

   Second Lien Loans   Unsecured Loans   Equity   Total 
Fair value at beginning of period  $16,064,535   $21,386,494   $371,922   $10,876,569   $48,699,520 
Amortization   (63,216)   -    -    -    (63,216)
Purchases of investments   225,000    -    280,000    -    505,000 
Sales of investments   -    -    -    -    - 
Payment-in-kind interest   473,818    -    -    -    473,818 
Realized gain (loss)   -    -    -    (50,000)   (50,000)
Change in unrealized gain (loss) on investments   (833,193)   1,167,287    -    (3,051,817)   (2,717,723)
Transfer due to restructuring   -    (5,131,090)   -    5,131,090    - 
Fair value at end of period  $15,866,944   $17,422,691   $651,922   $12,905,842   $46,847,399 
Change in unrealized gain (loss) on Level 3 investments still held as of September 30, 2016  $(833,193)  $1,167,287   $-   $(3,098,067)  $(2,763,973)

 

19 

 

 

PRINCETON CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 (Unaudited)

 

Changes in Level 3 assets measured at fair value for the year ended December 31, 2015 are as follows:

 

    

First Lien

Loans

    Second Lien Loans    Unsecured Loans    Equity    Total 
Fair value at beginning of period  $-   $-   $-   $157,260   $157,260 
Common stock issued in exchange for investments   15,068,117    17,624,442    300,000    10,514,636    43,507,195 
Amortization   (22,307)   -    -    -    (22,307)
Purchases of investments   3,551,000    8,000,000    95,000    -    11,646,000 
Sales of investments   -    -    (23,078)   -    (23,078)
Payment-in-kind interest   696,638    287,053    -    -    983,691 
Change in unrealized gain (loss) on investments   21,937    (4,525,001)   -    (3,046,177)   (7,549,241)
Transfer due to restructuring   (3,250,850)   -    -    3,250,850    - 
Fair value at end of period  $16,064,535   $21,386,494   $371,922   $10,876,569   $48,699,520 
Change in unrealized gain (loss) on Level 3 investments still held as of December 31, 2015  $21,937   $(4,525,001)  $-   $(3,046,177)  $(7,549,241)

 

The following table provides quantitative information regarding Level 3 fair value measurements as of September 30, 2016:

 

Description  Fair Value   Valuation Technique 

Unobservable 

Inputs

  Range (Average)
              
First Lien Loans  $6,498,000   Discounted Cash Flow  Discount Rate  14.00%
    7,628,944   Discounted Cash Flow  Discount Rate  14.90%
        Market Approach  Enterprise Value/Revenue Multiple  0.6x-0.9x (0.75x)
    1,740,000   Market Approach  Real Estate Appraisal Values  N/A
Total   15,866,944          
               
Second Lien Loans   6,000,000   Discounted Cash Flow  Discount Rate  54.00%
    4,672,691   Discounted Cash Flow  Discount Rate  14.50%
        Market Approach  Enterprise Value / Revenue & EBITDA Multiples  0.3x -4.2x (2.25x)
    6,750,000   Discounted Cash Flow  Discount Rate  9.00%
        Market Approach  Enterprise Value/Revenue Multiple  8.6x
        Market Approach  Distressed Debt as a Percentage of Par  70.00%
Total   17,422,691          
               
Unsecured Loans   651,922   Discounted Cash Flow  Discount Rate  10.30%-14.50% (12.40%)
        Market Approach  Enterprise Value / Revenue & EBITDA Multiples  0.3x – 6.0x (3.15x)
Total   651,922          
               
Equity   12,905,842   Black-Scholes Option
  Volatility  35.00%-76.90% (55.95%)
        Pricing Model  Discount for lack of marketability  5.00%-30.00% (17.50%)
        Market Approach  Enterprise Value / Revenue & EBITDA Multiples  0.3x – 11.3x (5.8x)
        Income Approach  Discount Rate  9.00% - 14.90% (11.95%)
Total   12,905,842          
Total Level 3 Investments  $46,847,399          

   

20 

 

 

PRINCETON CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 (Unaudited)

 

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), including income-producing investments in funds, 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 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 – RELATED PARTY TRANSACTIONS

 

Transition of Investment Advisory Agreements

 

On January 18, 2016, the Board of Directors of the Company conditionally approved the New Investment Advisory Agreement between the Company and Princeton Advisory Group, Inc. (“Princeton Advisory Group)”, a New Jersey corporation (the “New Investment Advisory Agreement”), subject to the approval of the Company’s stockholders at the 2016 Annual Meeting of Stockholders. On June 9, 2016, the Company’s stockholders approved the New Investment Advisory Agreement. The effective date of the New Investment Advisory Agreement was June 9, 2016. The Board of Directors of the Company previously approved the termination of the investment advisory agreement between the Company and Princeton Investment Advisors, LLC (the “Terminated Investment Advisory Agreement”), such termination becoming effective on June 9, 2016, the date the New Investment Advisory Agreement was approved and adopted by the stockholders of the Company. Since the transition of investment advisors occurred during the periods covered under the financial statements included in this Form 10-Q, we have disclosed below the material terms of both the New Investment Advisory Agreement and the Terminated Advisory Agreement below, beginning with the Terminated Investment Advisory Agreement.

 

21 

 

 

PRINCETON CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 (Unaudited)

 

Terminated Investment Advisory Agreement with Princeton Investment Advisors

 

Our board of directors, including a majority of our independent directors, approved the Terminated Investment Advisory Agreement at its meeting held on March 13, 2015. Subject to the overall supervision of our board of directors and in accordance with the 1940 Act, Princeton Investment Advisors managed our day-to-day operations and provided investment advisory services to us. Under the terms of the Terminated Investment Advisory Agreement, Princeton Investment Advisors was responsible for the following:

 

  determining the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes;
     
  identifying, evaluating and negotiating the structure of the investments we make;
     
  executing, closing, servicing and monitoring the investments we make;
     
  determining the securities and other assets that we purchase, retain or sell;
     
  performing due diligence on prospective portfolio companies; and
     
  providing us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.

 

Pursuant to the Terminated Investment Advisory Agreement, the Company agreed to pay Princeton Investment Advisors a fee for investment advisory and management services consisting of two components — a base management fee and an incentive fee. The cost of both the base management fee and the incentive fee will ultimately be borne by our stockholders.

 

Management Fee

 

The base management fee is calculated at an annual rate of 1.75% of our gross assets, including assets purchased with borrowed funds or other forms of leverage and excluding cash and cash equivalents, U.S. Treasury Bills, and deposits. For services rendered under the Terminated Investment Advisory Agreement, the base management fee is payable quarterly in arrears. The base management fee is calculated based on the average value of our gross assets, as adjusted, at the end of the finalized prior quarter and the estimated current quarter. The management fee shown on the statement of operations includes the estimated management fee for the current period as well as a true-up for the prior quarter. Base management fees for any partial month or quarter will be appropriately pro-rated.

 

The Company did not incur Management fees under the Terminated Investment Advisory Agreement for the three months ended September 30, 2016, although there was an $18,133 true-up from the prior quarter. Management fees under the Terminated Investment Advisory Agreement for the nine months ended September 30, 2016 were $365,805. As of September 30, 2016, management fees of $341,559 were payable to Princeton Investment Advisors. The management fees under the Terminated Investment Advisory Agreement for the three and nine months ended September 30, 2015 were $224,562 and $461,893, respectively.

 

Incentive Fee

 

The Company pays Princeton Investment Advisors an incentive fee. The incentive fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not.

 

The first component, which is income-based, will be calculated and payable quarterly in arrears, commencing with the quarter beginning April 1, 2015, based on our pre-incentive fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-incentive fee net investment income means interest income, distribution income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus our operating expenses for the quarter (including the base management fee, expenses payable under the administration agreement, any interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

 

22 

 

 

PRINCETON CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 (Unaudited)

 

The operation of the first component of the incentive fee for each quarter is as follows:

 

  no incentive fee is payable to Princeton Investment Advisors in any calendar quarter in which our pre-incentive fee net investment income does not exceed the hurdle rate of 2.00% (8.00% annualized);
     
 

100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 2.50% in any calendar quarter (10.00% annualized) is payable to Princeton Investment Advisors. We refer to this portion of our pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 2.50%) as the “catch-up.” The effect of the “catch-up” provision is that, if such pre-incentive fee net investment income exceeds 2.50% in any calendar quarter, Princeton Investment Advisors will receive 20% of such pre-incentive fee net investment income as if the hurdle rate did not apply; and

 

  20% of the amount of such pre-incentive fee net investment income, if any, that exceeds 2.50% in any calendar quarter (10.00% annualized) is payable to Princeton Investment Advisors (once the hurdle rate is reached and the catch-up is achieved).

 

The portion of such incentive fee that is attributable to deferred interest (such as PIK interest or original issue discount) will be paid to Princeton Investment Advisors, together with interest from the date of deferral to the date of payment, only if and to the extent we actually receive such interest in cash, and any accrual will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual. Any reversal of such amounts would reduce net income for the quarter by the net amount of the reversal (after taking into account the reversal of incentive fees payable) and would result in a reduction and possibly elimination of the incentive fees for such quarter.

 

There is no accumulation of amounts on the hurdle rate from quarter to quarter and, accordingly, there is no clawback of amounts previously paid if subsequent quarters are below the quarterly hurdle rate and there is no delay of payment if prior quarters are below the quarterly hurdle rate. Since the hurdle rate is fixed, as interest rates rise, it will be easier for Princeton Investment Advisors to surpass the hurdle rate and receive an incentive fee based on pre-incentive fee net investment income.

 

Our net investment income used to calculate this component of the incentive fee is also included in the amount of our gross assets used to calculate the 1.75% base management fee. These calculations will be appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during the current quarter.

 

Percentage of Pre-Incentive Fee Net Investment Income Allocated to First Component of Incentive Fee

 

The second component, the capital gains component of the incentive fee, will be determined and payable in arrears as of the end of each calendar year (or upon termination of the Terminated Investment Advisory Agreement, which occurred on June 9, 2016, as of the termination date of June 9, 2016), commencing on December 31, 2015, and will equal 20% of our cumulative aggregate realized capital gains from January 1st through the end of that calendar year, computed net of our aggregate cumulative realized capital losses and our aggregate cumulative unrealized capital depreciation through the end of such year, less the aggregate amount of any previously paid capital gains incentive fees. If such amount is negative, then no capital gains incentive fee will be payable for such year. Additionally, if the Terminated Investment Advisory Agreement is terminated as of a date that is not a calendar year end (as is the case with the termination having become effective as of June 9, 2016), the termination date will be treated as though it were a calendar year end for purposes of calculating and paying the capital gains incentive fee. The capital gains component of the incentive fee is not subject to any minimum return to stockholders.

 

Because of the structure of the incentive fee, it is possible that we may pay an incentive fee in a quarter where we incur a loss. For example, if we receive pre-incentive fee net investment income in excess of the hurdle rate, we will pay the applicable incentive fee even if we have incurred a loss in that quarter due to realized and unrealized capital losses.

 

23 

 

 

PRINCETON CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 (Unaudited)

 

There were no incentive fees earned by Princeton Investment Advisors for the three and nine months ended September 30, 2016 or September 30, 2015.

 

Payment of Our Expenses

 

All investment professionals of Princeton Investment Advisors, when and to the extent engaged in providing investment advisory services to us, and the compensation and routine overhead expenses of personnel allocable to these services to us, will be provided and paid for by Princeton Investment Advisors and not by us. We will bear all other out-of-pocket costs and expenses of our operations and transactions, including, without limitation, those relating to:

 

  calculating our net asset value (including the cost and expenses of any third party independent valuation firm);
     
  fees and expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for us and in monitoring our investments and performing due diligence on our prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments;
     
  interest payable on debt, if any, incurred to finance our investments and expenses related to unsuccessful portfolio acquisition efforts;
     
  offerings of our common stock and other securities;
     
  base management and incentive fees;
     
  administration fees and expenses, if any, payable under the administration agreement (including our allocable portion of Princeton Investment Advisors’ overhead in performing its obligations under the administration agreement, including rent and the allocable portion of the cost of our chief compliance officer, chief financial officer and their respective staffs);
     
  transfer agent, dividend agent and custodial fees and expenses;
     
  U.S. federal and state registration fees;
     
  all costs of registration and listing our stock on any securities exchange;
     
  U.S. federal, state and local taxes;
     
  independent directors’ fees and expenses;
     
  Costs of preparing and filing report or other documents required by the SEC or other regulators;
     
  costs of any reports, proxy statements or other notices to stockholders, including printing costs;
     
  costs and fees associated with any fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;
     
  direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs;
     
  proxy voting expenses; and
     
 

all other expenses incurred by us or Princeton Investment Advisors in connection with administering our business.

 

24 

 

 

PRINCETON CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 (Unaudited)

 

Duration and Termination

 

The Terminated Investment Advisory Agreement was to continue in effect for a period of two years from its effective date. It was to remain in effect from year to year thereafter if approved annually by our board of directors or by the affirmative vote of the holders of a majority of our outstanding voting securities, and, in either case, if also approved by a majority of our directors who are not “interested persons.” The Terminated Investment Advisory Agreement was to automatically terminate in the event of its assignment, as defined in the 1940 Act, by Princeton Investment Advisors and may be terminated by either party without penalty upon 60 days’ written notice to the other. The holders of a majority of our outstanding voting securities could also terminate the Investment Advisory Agreement without penalty upon 60 days’ written notice. As described elsewhere in this 10-Q, on January 18, 2016 the Board of Directors of the Company approved the termination of the Terminated Investment Advisory Agreement, such termination becoming effective on June 9, 2016, the date the New Investment Advisory Agreement was approved and adopted by the Company’s stockholders. The Company did not pay any early termination penalties as a result of the termination of the Terminated Investment Advisory Agreement.

 

Indemnification

 

The Terminated Investment Advisory Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of their duties or by reason of the reckless disregard of their duties and obligations under the Terminated Investment Advisory Agreement, Princeton Investment Advisors and its officers, managers, partners, agents, employees, controlling persons and members, and any other person or entity affiliated with it, are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of Princeton Investment Advisors’ services under the Terminated Investment Advisory Agreement or otherwise as our investment advisor.

 

New Investment Advisory Agreement with Princeton Advisory Group

 

Unlike the separate Administration Agreement that covered administrative services while Princeton Investment Advisors served as the investment advisor to the Company (as described below), under the New Investment Advisory Agreement, the administrative services of the Company are provided by Princeton Advisory Group. Inc. and subject to reimbursement of administrative related expenses under the New Investment Advisory Agreement.

 

Advisory Services

 

Princeton Advisory Group is registered as an investment adviser under the 1940 Act, and as of June 9, 2016, serves as the Company’s investment advisor pursuant to the New Investment Advisory Agreement in accordance with the 1940 Act. Princeton Advisory Group is owned by and an affiliate of Mr. Munish Sood, the Company’s President and Chief Executive Officer.

 

Subject to supervision by the Company’s Board of Directors, Princeton Advisory Group oversees the Company’s day-to-day operations and provides the Company with investment advisory services. Under the terms of the New Investment Advisory Agreement, Princeton Advisory Group, 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, monitors and services 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, will assist 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. Princeton Advisory Group’s services under the New 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.

 

Management Fee

 

Pursuant to the New Investment Advisory Agreement, the Company pays Princeton Advisory Group a base management fee for investment advisory and management services. The cost of the base management fee will ultimately be borne by the Company’s stockholders. The New Investment Advisory Agreement does not include an incentive fee to Princeton Advisory Group.

 

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 prior to the quarter for which such fees are being calculated. The Board of Directors 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 Princeton Advisory Group 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 Princeton Advisory Group or Princeton Advisory Group will be obligated to refund the decreased amount, as applicable.

  

25 

 

 

PRINCETON CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 (Unaudited)

 

Management fees under the New Investment Advisory Agreement for the three and nine months ended September 30, 2016 were $112,581 and $163,704, respectively. As of September 30, 2016, management fees of $148,704 were payable to Princeton Advisory Group.

 

Incentive Fee

 

The Company will not pay Princeton Advisory Group an incentive fee.

 

Payment of Expenses

 

Princeton Advisory Group will bear all compensation expense (including health insurance, pension benefits, payroll taxes and other compensation related matters) of its employees and bear 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 Princeton Advisory Group. However, Princeton Advisory Group, subject to approval by the Board of Directors of the Company, will be 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 New Investment Advisory Agreement, Princeton Advisory Group 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 New Investment Advisory Agreement.

 

Except as provided in the preceding paragraph the Company will reimburse Princeton Advisory Group all direct and indirect costs and expenses incurred by it during the term of the New 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 Princeton Advisory Group in excess of $50,000 in the aggregate in any calendar quarter will require advance approval by the Board of Directors 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 Princeton Advisory Group 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;

 

administration fees;

 

transfer agent and custody fees and expenses;

 

U.S. federal and state registration fees of the Company (but not Princeton Advisory Group);

 

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 Princeton Advisory Group) 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;

 

26 

 

 

PRINCETON CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 (Unaudited)

 

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 New 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 the of Company’s directors who are neither parties to the New Investment Advisory Agreement nor “interested persons” (as defined under the 1940 Act) of any such party. The New 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 Princeton Group. The New Investment Advisory Agreement automatically terminates in the event of its “assignment,” as defined in the 1940 Act.

 

Indemnification

 

The New 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 New Investment Advisory Agreement (and to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services), Princeton Advisory Group 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 Princeton Advisory Group’s services under the New 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 New Investment Advisory Agreement and for one year thereafter, Princeton Advisory Group 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 Directors of the Company.

 

Administration Services

 

Princeton Advisory Group is entitled to reimbursement of expenses under the New Investment Advisory Agreement for administrative services performed for the Company.

 

On March 13, 2015, the Company entered into an administration agreement (the “Administration Agreement”) with PCC Administrator LLC (the “Administrator”), a wholly owned subsidiary of Princeton Investment Advisors. This agreement effectively terminated on June 9, 2016 with the Terminated Investment Advisory Agreement. The Administration Agreement provides that our Administrator furnishes us with office facilities and equipment and provide us with clerical, bookkeeping, recordkeeping and other administrative services at such facilities. Under the Administration Agreement, our Administrator performs, or oversees the performance of, our required administrative services, which include being responsible for the financial and other records that we are required to maintain and preparing reports to our stockholders and reports and other materials filed with the SEC. In addition, our Administrator assists us in determining and publishing our net asset value, oversees the preparation and filing of our tax returns and the printing and dissemination of reports and other materials to our stockholders, and generally oversees the payment of our expenses and the performance of administrative and professional services rendered to us by others. Under the Administration Agreement, our Administrator will also provide managerial assistance on our behalf to those portfolio companies that have accepted our offer to provide such assistance.

 

27 

 

 

PRINCETON CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 (Unaudited)

 

Payments under the Administration Agreement will be equal to an amount based upon our allocable portion (subject to the review of our board of directors) of our Administrator’s overhead in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions and our allocable portion of the cost of our chief financial officer and chief compliance officer and their respective staffs. In addition, if requested to provide significant managerial assistance to our portfolio companies, our Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount we receive from such portfolio companies for providing this assistance. The Administration Agreement will have an initial term of two years and may be renewed with the approval of our board of directors. The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party. To the extent that our Administrator outsources any of its functions, we will pay the fees associated with such functions on a direct basis without any incremental profit to our Administrator. Stockholder approval is not required to amend the Administration Agreement.

 

Sub-Administration Agreement

 

Princeton Advisory Group has engaged Conifer Asset Solutions LLC (the “Sub-Administrator”) to provide certain administrative services to us. As of December 15, 2016, Conifer Asset Solutions LLC’s parent company, Conifer Financial Services, LLC, was acquired by SS&C Technologies Holdings, Inc. In exchange for provided services, the Administrator pays the Sub-Administrator an asset-based fee with a $200,000 annual minimum as adjusted for any reimbursement of expenses. 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 $0 and $125,562 for the three and nine months ended September 30, 2016, respectively, and sub-administration fees were $31,250 and $126,923, respectively, as shown on the Statements of Operations under administration fees. Administration fees were $100,786 and $198,157 for the three and nine months ended September 30, 2015, respectively, and sub-administration fees were $50,000 and $121,556, respectively, as shown on the Statements of Operations under administration fees

 

Indemnification

 

The Administration Agreement provides that, absent criminal conduct, willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, our Administrator, its affiliates and their respective directors, officers, managers, partners, agents, employees, controlling persons and members, and any other person or entity affiliated with it, are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of our Administrator’s services under the Administration Agreement or otherwise as our administrator.

 

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 September 30, 2016, none of the portfolio companies had accepted our offer for such services.

 

28 

 

 

PRINCETON CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 (Unaudited)

 

Other Related Party Transactions

 

Gregory J. Cannella served as the Chief Financial Officer of Rockfish Seafood Grill, Inc. (“RSG”), one of the Company’s portfolio companies, until September 24, 2015. He had a stock option agreement with RSG, granted on January 28, 2013, with the right to earn up to 103.8961 shares or approximately 8% of RSG. This stock option agreement was canceled on May 12, 2015 with no consideration coming from RSG or the Company.

 

In May 2015, RSG created a wholly owned subsidiary, Southwest Hospitality Group, LLC (“SHG”), for the purpose of entering into franchise agreement with a new restaurant group. In July 2015, SHG was transferred to Sivco, Inc. and then signed a franchise agreement with this new restaurant group. Sivco, Inc. is majority owned and controlled by Alfred Jackson, a former director of the Company and minority-owned by Munish Sood, a Director, President, and CEO of the Company.

 

On March 30, 2016, the Company, as Borrower, entered into a Term Loan in the amount of $1,500,000 with Sema4, Inc. and Princeton Advisory Group, Inc., as Lenders in order to purchase certain assets to qualify as a RIC. Sema4, Inc. committed $1,000,000 and Princeton Advisory Group, Inc. committed $500,000. The loan was repaid in full with interest at a rate of 10.0% per annum on April 8, 2016. Sema4, Inc. is the general partner of CPP and CPPII, which own approximately 87% and 9% of our common stock, respectively. Princeton Advisory Group, Inc. is wholly owned by Munish Sood, a Director, President, and CEO of the Company.

 

As disclosed in the Company’s Form 8-K filed with the SEC on June 30, 2016, on June 28, 2016, the Company, as Borrower, entered into a Term Loan in the amount of $390,000 with Munish Sood, as Lender, in order to purchase certain assets to qualify as a RIC. Mr. Sood is the Company’s Chief Executive Officer, President, and a director of the Company. The board of directors of the Company, by unanimous written consent, authorized and approved that the Company enter into the Loan Agreement. The loan was repaid in full with interest at a rate of 10.0% per annum on July 11, 2016.

 

As disclosed in the Company’s Form 8-K filed with the SEC on September 16, 2016, on September 12, 2016, the Company, as a Borrower, entered into a Term Loan in the amount of $225,000 with Munish Sood, as Lender, in order to fund capital to one of its portfolio companies, Rockfish Seafood Grill, Inc. Mr. Sood is the Company’s Chief Executive Officer, President and a director of the Company. The board of directors of the Company, by unanimous written consent, authorized and approved that the Company enter into the Loan Agreement. The loan will bear interest at a rate of 10.0% per annum and matures on December 12, 2016. As disclosed in the Company’s Form 8-K filed with the SEC on October 27, 2016, on October 21, 2016, Munish Sood lent an additional $140,000 under this Term Loan. On March 29, 2017, Munish Sood, in order to purchase certain assets to qualify as a RIC, lent an additional $450,000 under this Term Loan and extended the maturity date to June 30, 2017. On April 10, 2017, the Company made a principal and interest payment totaling $450,984 on this Term Loan. The loan was repaid in full with interest on July 17, 2017.

 

As disclosed in the Company’s Form 8-K filed with the SEC on October 5, 2016, on September 29, 2016 the Company, as Borrower, entered into a Term Loan in the amount of $470,000 with Munish Sood, as Lender, in order to purchase certain assets to qualify as a RIC. Mr. Sood is the Company’s Chief Executive Officer, President, and a director of the Company. The board of directors of the Company, by unanimous written consent, authorized and approved that the Company enter into the Loan Agreement. The loan was repaid in full with interest at a rate of 10.0% per annum on October 7, 2016.

 

On June 28, 2017, Munish Sood made a non-interest bearing short term loan to Advantis Certified Staffing Solutions, Inc., one of the Company’s portfolio companies, in the amount of $89,225 for a short term working capital need. The loan was repaid without interest on July 5, 2017.

 

29 

 

 

PRINCETON CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 (Unaudited)

 

NOTE 7 – FINANCIAL HIGHLIGHTS

 

   Nine Months Ended   Nine Months Ended 
   September 30, 2016   September 30, 2015 
   (Unaudited)   (Unaudited) 
Per Share Data (1):        
Net asset value at beginning of period  $0.400   $0.254 
Net investment loss   (0.011)   (0.005)
Change in unrealized gain (loss)   (0.023)   (0.082)
Realized gain   0.000    0.003 
Change in capital share transactions   -    0.241 
Net asset value at end of period  $0.366   $0.411 
Total return based on net asset value (2)   (8.5)%   (33.1)%
Weighted average shares outstanding for period, basic   120,486,061    89,623,288 
Ratio/Supplemental Data:          
Net assets at end of period  $44,154,098   $49,562,773 
Average net assets  $47,934,393   $41,790,651 

Annualized ratio of net operating expenses to average net assets(3)

   6.0%   8.1%
Annualized ratio of net investment income (loss) to average net assets(3)   (3.4)%   (0.5)%
Annualized ratio of net operating expenses excluding management fees, incentive fees, and interest expense to average net assets(3)   4.4%   6.6%
Annualized ratio of net increase (decrease) in net assets resulting from operations to average net assets(3)   (11.1)%   (23.1)%
Portfolio Turnover   0.17%   0.74%

 

(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.
(3) Financial highlights for periods of less than one year are annualized and each of the ratios to average net assets are adjusted accordingly.  Non-recurring expenses were not annualized. For the nine months ended September 30, 2015, the Company incurred $935,161 of professional fees related to the March 13, 2015 transaction, which were deemed to be non-recurring. For the nine months ended September 30, 2016 and September 30, 2015, the Company incurred $351,513 and $233,112, respectively, of legal fees that were deemed to be non-recurring.

 

   Year Ended December 31, 
   2015   2014   2013   2012   2011 
Per Share Data (1):                    
Net asset value at beginning of period  $0.254   $0.564   $0.174   $0.204   $0.827 
Net investment loss   (0.013)   (0.144)   (0.062)   (0.068)   (0.071)
Change in unrealized gain (loss)   (0.081)   (0.358)   0.388    (0.004)   (0.572)
Realized gain   0.002    0.192    0.064    0.042    0.020 
Change in capital share transactions   0.238    -    -    -    - 
Net asset value at end of period  $0.400   $0.254   $0.564   $0.174   $0.204 
Total return based on net asset value (2)   (36.2)%   (55.0)%   224.1%   (14.7)%   (75.3)%
Weighted average shares outstanding for period, basic   97,402,398    1,816,534    1,816,534    1,816,534    1,816,534 
Ratio/Supplemental Data:                         
Net assets at end of period  $48,225,563   $462,022   $1,025,493   $317,502   $369,642 
Average net assets  $45,472,971   $743,758   $671,498   $343,572   $935,698 
Annualized ratio of net operating expenses to average net assets   9.5%   35.2%   16.6%   35.6%   13.7%
Annualized ratio of net investment loss to average net assets   2.7%   35.2%   16.6%   35.6%   13.7%
Annualized ratio of net operating expenses excluding management fees, incentive fees, and interest expense to average net assets   8.0%   35.2%   16.2%   34.6%   13.5%
Annualized ratio of net increase (decrease) in net assets resulting from operations to average net assets   (19.5)%   (75.8)%(3)   105.4%(3)   (15.2)%(3)   (120.9)% (3)
Portfolio Turnover   0.7%   31.2%(3)   14.7%(3)   17.9%(3)   3.8(3)

 

(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.
(3) Unaudited

 

30 

 

 

PRINCETON CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 (Unaudited)

 

NOTE 8 – 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 September 30, 2016. The unfunded commitment is accounted for under ASC 820. As of September 30, 2016 the entire commitment to Rockfish Seafood Grill, Inc. had been funded.

 

On June 2, 2015, the Company entered into a Lease Guaranty Agreement to guaranty a portion of a lease entered into by Rockfish Seafood Grill, Inc. The Company’s guaranty is limited to the total tenant improvement allowance and the total amount of commissions that the landlord provided in connection with the lease. The total guaranteed amount by the Company is approximately $292,701 and reduces proportionally after each of the first sixty months of the lease, which commenced in November 2015, so long as no uncured event of default exists. Through the date of filing, the guaranteed amount has reduced to approximately $180,499.

 

On or around September 8, 2015, a lawsuit was filed captioned Capital Link Fund I, LLC, et al. v. Capital Point Management, LP, et al., C.A. No. 11483-VCN in the Delaware Court of Chancery.

 

The following description of the settlement agreement is qualified in its entirety by reference to the full text of the Settlement Agreement, which is attached as Exhibit 99.1to the 8-K filed on January 22, 2016:

 

On January 19, 2016, the Company, Princeton Advisory Group, Inc., Gregory J. Cannella, Munish Sood, Thomas Jones, Jr. and Trennis L. Jones (together the “Independent Directors” and the Independent Directors together with the Company, Princeton Advisory Group, Inc., Cannella and Sood, the “Settling Defendants”) on the one hand, entered into a settlement agreement (“Settlement Agreement”) with Capital Link Fund I, LLC (“Capital Link”), CT Horizon Legacy Fund, LP (“CT Horizon”), CPP, and Sema4, Inc. (“Semaphore” and together with Capital Link, CT Horizon and CPP I, the “Plaintiffs” or the “Capital Point Parties”) on the other hand. CPP I is the Company’s largest stockholder.

 

Subject to the terms and conditions contained therein, the Settlement Agreement settles between the Plaintiffs and the Settling Defendants the disputes described in the lawsuit. No monies were paid or exchanged by any of the parties as a part of the settlement and none of the parties admitted any wrongdoing. For the avoidance of doubt, none of the following is a party to the Settlement Agreement: Alfred Jackson (“Jackson”), Martin Tuchman (“Tuchman”), Capital Point Management, LP (“CPM”), Capital Point Advisors, LP (“CPA”) or Princeton Investment Advisors, LLC (“PIA,” and, together with Jackson, Tuchman, CPM and CPA, collectively the “Non-Settling Defendants”). As part of the terms of the Settlement Agreement, Sood and Cannella waive any rights to indemnification they may have had against the Company as it relates to the lawsuit. Jackson, as a Non-Settling Defendant, does not have a similar prohibition against seeking indemnification.

 

On June 17, 2016, a Stipulation and Order of Dismissal of Claims (the “Dismissal Order”) against the Settling Defendants (which includes the Company) and Tuchman (collectively, the “Dismissed Defendants”) was entered in the Delaware Court of Chancery. The Dismissal Order, which was dated June 10, 2016, dismissed with prejudice the claims brought by the Plaintiffs against the Dismissed Defendants. The Dismissal Order did not dismiss the claims against Jackson, CPM, CPA or PIA.

 

31 

 

 

PRINCETON CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 (Unaudited)

 

On February 24, 2017, a Stipulation and Order of Dismissal of Claims (the “Dismissal Order II”) against Jackson, CPM, CPA and PIA was entered in the Delaware Court of Chancery. The Dismissal Order II, which was dated February 24, 2017, dismissed with prejudice the claims brought by the Plaintiffs against Jackson, CPM, CPA and PIA. Terms of any settlement were not disclosed and all claims with respect to the lawsuit have now been dismissed, signifying that the status quo order that included the Company has now been lifted.

 

There are no other legal proceedings against the Company or any of its officers or directors.

 

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. While the outcome of these legal proceedings cannot be predicted with certainty, the Company does not expect that these proceeding will have a material effect upon its business, financial condition or results of operations.

 

NOTE 9 – 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. In evaluating these investments, there are three tests utilized to determine if any of the Company’s control investments are considered significant subsidiaries; the investment test, the asset test, and the income test. 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 an annual report if any of the three tests exceed 20% of the Company’s total investments at fair value, total assets or total income. Rule 4-08(g) of Regulation S-X requires summarized financial information of an unconsolidated subsidiary in an annual report if any of the three tests exceeds 10% of the Company’s total investments at fair value, total assets or total income and summarized financial information in a quarterly report if any of the three tests exceeds 20% of the Company’s total amounts.

 

After performing the income test for the nine months ended September 30, 2016, the Company has determined that its income from one of its majority owned control investments generated more than 20% of its total income, primarily due to the unrealized appreciation (depreciation) that was recognized on the investments during the nine months ended September 30, 2016. As such, Rockfish Seafood Grill, Inc. was considered a significant subsidiary at the 20% level as of September 30, 2016. Additionally, Rockfish Seafood Grill, Inc. and Advantis Certified Staffing Solutions, Inc., majority owned control investments, as well as Integrated Medical Partners, LLC, an unconsolidated portfolio company that was a control investment, but which was not majority-owned by the Company, were also considered significant subsidiaries at the 10% level as of September 30, 2016.

 

The following tables shows the summarized financial information for Rockfish Seafood Grill, Inc, Advantis Certified Staffing Solutions, Inc, and Integrated Medical Partners, LLC (numbers in thousands):

 

   Rockfish Seafood Grill, Inc.   Advantis Certified Staffing Solutions, Inc.   Integrated Medical Partners, LLC 
  

As of

September 30, 2016

(unaudited)

  

As of

September 30, 2016

(unaudited)

  

As of

September 30, 2016

(unaudited)

 
Balance Sheet            
Current Assets  $(426)  $3,162   $2,685 
Noncurrent Assets   4,213    2,356    5,714 
Current Liabilities   1,900    11,282    3,453 
Noncurrent Liabilities   6,748    11,013    600 

 

32 

 

 

PRINCETON CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 (Unaudited)

 

   Rockfish Seafood Grill, Inc.   Advantis Certified Staffing Solutions, Inc.   Integrated Medical Partners, LLC 
  

Nine Months Ended

September 30, 2016

(unaudited)

  

Nine Months Ended

September 30, 2016

(unaudited)

  

Nine Months Ended

September 30, 2016

(unaudited)

 
Income Statement            
Net Revenue  $16,758   $13,155   $11,347 
Gross Profit   11,562    2,955    4,528 
Net Income (Loss)   (485)   (1,413)   68 

 

NOTE 10 – SUBSEQUENT EVENTS

 

Portfolio Activity

 

On October 21, 2016, the Company amended the revolving loan with RSG Revolver to increase the maximum principal amount of the RSG Revolver to $1,416,000.

 

On October 21, 2016, the Company funded $140,000 on the RSG Revolver.

 

On November 18, 2016, the Company amended the RSG Revolver to increase the maximum principal amount to $1,491,000.

 

On November 18, 2016, the Company funded $30,000 on the RSG Revolver.

 

On December 1, 2016, the Company amended its Subordinated Note with Performance Alloys, LLC in order to facilitate a refinance of their first lienholder with a new bank. The Company agreed to extend its maturity date to May 31, 2020 and include an automatic increase in its interest rate to 9% on July 1, 2018.

 

On December 7, 2016, the Company funded $35,000 on the RSG Revolver.

 

On December 22, 2016, due to the need for additional capital to fund an increase in work orders for PALLC, the Company agreed to defer the January 1, 2017, February 1, 2017, and March 1, 2017 interest payments to be due on April 1, 2017.

 

Effective December 31, 2016, the Company sold its equity interests in Advantis Certified Staffing Solutions, Inc. for the amount of $500,000 to Offisol Solutions LLC (“Offisol”). $50,000 in cash was received at closing and the remaining $450,000 is to be paid in four equal quarterly installments beginning on March 31, 2017 and ending on December 31, 2017, pursuant to the terms and conditions of a Term Promissory Note, executed by Offisol and payable to the order of the Company (the “Term Note”). The Term Note is secured by a pledge of the stock of Advantis Certified Staffing Solutions, Inc. that was sold by the Company to Offisol. The Company also amended its Senior Secured Subordinated Promissory Note (the “Advantis Note”) by reducing the principal balance to $4.5 million, forgiving any accrued interest under the Advantis Note, and forgiving all amounts owed under the three outstanding unsecured notes. The interest rate on the Advantis Note was reduced to 6% with an automatic increase to 12% on the second anniversary of the amendment. The maturity date was extended to November 30, 2021. The Company also received a Warrant for a 5% common equity interest in the company.

 

On January 18, 2017, the Company amended the RSG Revolver to increase the maximum principal amount to $1,621,000.

 

On January 18, 2017, the Company funded $140,000 on the RSG Revolver.

 

On February 6, 2017, the Company assigned its notes, liens and security interests in its investment in South Boots Hill, LLC to a wholly owned subsidiary, PCC SBH SUB, Inc. (“PCC SBH”). On February 7, 2017, PCC SBH foreclosed on the real estate collateral assets and other personal property assets of South Boots Hill, LLC.

 

On June 1, 2017, the Company issued notices of default on the Advantis Note and the associated Term Note for payment default. After giving 30 days to cure all defaults, the Company exercised its rights under the corresponding Stock Pledge Agreement to initiate the transfer of the pledged stock certificates and warrants into the Company’s name on July 3, 2017.

 

  On June 30, 2017, the Company made a short term bridge loan to Advantis Certified Staffing Solutions, Inc. in the amount of $89,225 for working capital needs. The note will bear an annual interest rate of 5% with all interest and principal due on maturity of October 31, 2017.

   

33 

 

 

PRINCETON CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 (Unaudited)

 

  On July 12, 2017, the Company made a short term bridge loan to Advantis Certified Staffing Solutions, Inc. in the amount of $69,000 for working capital needs. The note will bear an annual interest rate of 5% with all interest and principal due on maturity of December 31, 2017.

 

  On July 26, 2017, the Company made a short term bridge loan to Advantis Certified Staffing Solutions, Inc. in the amount of $125,000 for working capital needs. The note will bear an annual interest rate of 5% with all interest and principal due on maturity of December 31, 2017.

 

 

On August 11, 2017, the Company made a short term bridge loan to Advantis Certified Staffing Solutions, Inc. in the amount of $30,000 for working capital needs. The note will bear an annual interest rate of 5% with all interest and principal due on maturity of December 31, 2017.

     
  On or about August 18, 2017 the Company participated in a $5 million revolving loan (the “Revolver”) from Capital Foundry Funding, LLC, an investment bank headquartered in Pittsburgh, PA, to ECM Energy Services, Inc. (“ECM”) headquartered in Waynesburg, PA.  The Company’s participation interest is in the amount of $1 million for a term of 18 months with minimum annual rate of return of 12.0%.  The Company’s $1 million participation interest in the Revolver, and the collateral securing same, is subordinate to the payment and performance of the $4 million first-position interest. ECM is an energy services company focused on natural gas and oil trucking and water logistics within the United States.  

 

Schedule 12-14

 

The table below represents the fair value of control and affiliate investments at December 31, 2015 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 September 30, 2016.

 

Portfolio Company/Type of Investment 

Principal Amount/Shares/

Ownership % at September 30, 2016

   Amount of Interest and Dividends Credited in Income   Fair Value at December 31, 2015   Purchases (2)   Realized and Change in Unrealized Gains/Losses   Fair Value at September 30, 2016 
Control Investments                        
                         
Rockfish Seafood Grill, Inc.                        
First Lien Loan (1)  $6,352,944   $482,128   $6,164,535   $188,409   $-   $6,352,944 
Revolving Loan (1)  $1,276,000    -    1,051,000    225,000    -    1,276,000 
                               
Rockfish Holdings, LLC                              
Warrant (1)   10.00%   -    316,531    -    (129,848)   186,683 
Membership Interest (1)   99.997%   -    2,848,693    -    (1,168,594)   1,680,099 
                               
Integrated Medical Partners, LLC                              
Unsecured Loan (1)  $276,922    -    276,922    -    -    276,922 
Preferred Membership – Class A (1)   800    -    2,331,439    -    323,517    2,654,956 
Preferred Membership – Class B (1)   760    -    32,923    -    194,124    227,047 
Common Stock (1)   14,082    -    65    -    15,140    15,205 
                               
Advantis Certified Staffing Solutions, Inc.                              
Second Lien Loan (1)  $6,435,000    -    4,104,994    -    567,697    4,672,691 
Unsecured Loan (1) (due 3/31/2018)  $95,000    -    95,000    -    -    95,000 
Unsecured Loan (1) (due 3/31/2020)  $195,000    -    -    195,000    -    195,000 
Unsecured Loan (1) (due 3/31/2018)  $85,000    -    -    85,000    -    85,000 
Warrant (1)   1    -    691    -    349    1,040 
Common Stock – Series A (1)   225,000    -    622    -    314    936 
Common Stock – Series B (1)   9,500,000    -    26,256    -    13,274    39,530 
                               
Total Control Investments       $482,128   $17,249,671   $693,409   $(184,027)  $17,759,053 
Affiliate Investments                              
Spencer Enterprises Holdings, LLC                              
Preferred Membership, Class AA units (1)   500,000   $-   $2,353,965   $-   $550,393   $2,904,358 
Preferred Membership, Class BB units (1)   500,000    -    2,960,434    -    1,169,385    4,129,819 
Total Affiliate Investments       $-   $5,314,399   $-   $1,719,778   $7,034,177 

 

(1) Non-income producing security.

(2) Includes PIK interest and common stock issued in exchange for investments.

 

34 

 

 

PRINCETON CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2016 (Unaudited)

 

The table below represents the fair value of control and affiliate investments at December 31, 2014 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 September 30, 2015.

 

Portfolio Company/Type of Investment 

Principal Amount/Shares/

Ownership % at September 30, 2015

   Amount of Interest and Dividends Credited in Income   Fair Value at December 31, 2014   Purchases (2)   Change in Unrealized Gains/Losses   Transfer from Restructuring   Fair Value at September 30, 2015 
Control Investments                            
                             
Rockfish Seafood Grill, Inc.                            
First Lien Loan  $6,071,440   $288,091   $     -   $9,322,290   $(3,250,850)  $-   $6,071,440 
Revolving Loan  $450,000    -    -    450,000    -    -    450,000 
                                    
Rockfish Holdings, LLC                                   
Warrant (1)   10%   -    -    -    (27,093)   414,960    387,867 
Membership Interest (1)   99.997%   -    -    898,746    3,006,909    (414,960)   3,490,695 
                                    
Integrated Medical Partners, LLC                                   
Unsecured Loan  $276,922    2,258    -    276,922    -    -    276,922 
Preferred Membership – Class A (1)   800    -    -    4,196,937    (1,879,906)   -    2,317,031 
Preferred Membership – Class B (1)   760    -    -    29,586    (10,220)   -    19,366 
Common Stock (1)   14,082    -    -    -    13    -    13 
                                    
Advantis Certified Staffing Solutions, Inc.                                   
Second Lien Loan (1)  $6,435,000    -    -    5,954,270    (1,856,724)   -    4,097,546 
Unsecured Loan (1)  $95,000    -    -    95,000    -    -    95,000 
Warrant (1)   1    -    -    2,025    (1,333)   -    692 
Common Stock – Series A (1)   225,000    -    -    1,822    (1,200)   -    622 
Common Stock – Series B (1)   9,500,000    -    -    78,770    (52,488)   -    26,282 
                                    
Total Control Investments       $290,349   $-   $21,306,368   $(4,072,892)