PRINCETON CAPITAL CORPORATION The following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-K.
References herein to "we", "us" or "our" refer toPrinceton Capital Corporation (the "Company" or "Princeton Capital "), unless the context specifically requires otherwise. Forward-Looking Statements Some of the statements in this annual report on Form 10-K constitute forward-looking statements, which relate to future events or our future performance or financial condition. Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words "may," "might," "will," "intend," "should," "could," "can," "would," "expect," "believe," "estimate," "anticipate," "predict," "potential," "plan" or similar words. The forward-looking statements contained in this annual report on Form 10-K involve risks and uncertainties, including statements as to:
? our future operating results;
? our business prospects and the prospects of our portfolio companies;
? the effect of investments that we expect to make;
? our contractual arrangements and relationships with third parties;
? actual and potential conflicts of interest with our investment advisor;
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? the dependence of our future success on the general economy and its effect on
the industries in which we invest;
? the ability of our portfolio companies to achieve their objectives;
? the use of borrowed money to finance a portion of our investments;
? the adequacy of our financing sources and working capital;
? the timing of cash flows, if any, from the operations of our portfolio
companies;
? the ability of our investment advisor to locate suitable investments for us and
to monitor and administer our investments;
? the ability of our investment advisor to attract and retain highly talented
professionals;
? our ability to qualify and maintain our qualification as a regulated investment
company and as a business development company; and
? the effect of future changes in laws or regulations (including the
interpretation of these laws and regulations by regulatory authorities) and
conditions in our operating areas, particularly with respect to business development companies or regulated investment companies.
We have based the forward-looking statements included in this annual report on Form 10-K on information available to us on the date of this annual report on Form 10-K, and we assume no obligation to update any such forward-looking statements. Actual results could differ materially from those anticipated in our forward-looking statements, and future results could differ materially from historical performance. We undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law orSecurities and Exchange Commission ("SEC") rule or regulation. You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with theSEC , including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Overview We are an externally managed, non-diversified, closed-end investment company that has elected to be treated as a business development company ("BDC") under the Investment Company Act of 1940 (the "1940 Act" or "Investment Company Act"). While we have sought to invest primarily in private small and lower middle-market companies in various industries, we are now (with a strategic alternatives process underway and limited resources) investing only in current investments and otherwise conserving cash. Our investment objective is to maximize the total return to our stockholders in the form of current income and capital appreciation through debt and related equity investments in private small and lower middle-market companies. SinceJanuary 1, 2018 , we have been managed byHouse Hanover, LLC ("House Hanover"). As a BDC, we must not acquire any assets other than "qualifying assets" specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in "eligible portfolio companies." Under the relevantSEC rules, the term "eligible portfolio company" includes all private companies, companies whose securities are not listed on a national securities exchange, and certain public companies that have listed their securities on a national securities exchange and have a market capitalization of less than$250 million , in each case organized inthe United States . OnNovember 15, 2019 , our Board announced that the Company has initiated a strategic review process to identify, examine, and consider a range of strategic alternatives available to the Company, including but not limited to, (i) selling the Company's assets to a business development company or other potential buyer, (ii) merging with another business development company, (iii) liquidating the Company's assets in accordance with a plan of liquidation, (iv) raising additional funds for the Company, or (v) otherwise entering into another business combination, with the objective of maximizing stockholder value. - 28 - Corporate History In order to expedite the ramp-up of our investment activities and further our ability to meet our investment objectives onMarch 13, 2015 , we (i) acquired approximately$11.2 million in cash,$43.5 million in equity and debt investments, and$1.9 million in restricted cash escrow deposits ofCapital Point Partners, L.P. ("CPP") andCapital Point Partners II, L.P. ("CPPII") (together, the "Partnerships"), and (ii) issued approximately 115.5 million shares of our common stock based on a pre-valuation presumed fair value of$60.9 million and on a price of approximately$0.53 per share. While we have sought to invest primarily in private small and lower middle-market companies in various industries, we are now (with a strategic alternatives process underway and limited resources) investing only in current investments and otherwise conserving cash. On an annual basis and in general, BDCs intend to elect to be treated for tax purposes as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986 (the "Code"). To qualify as a RIC, a BDC must, among other things, meet certain source-of-income and asset diversification requirements. As a RIC, BDCs generally will not have to pay corporate-level taxes on any income they distribute to their stockholders. We did not meet the qualifications of a RIC for the 2019 or 2020 tax years and will be taxed as a corporation under Subchapter C of the Code. Further, we do not expect to meet the qualifications of a RIC until such time as certain strategic alternatives are achieved.
Portfolio Composition and Investment Activity
Portfolio Composition
We originate and invest primarily in private small and lower middle-market companies through first lien loans, second lien loans, unsecured loans, unitranche and mezzanine debt financing, and corresponding equity investments. United States Treasury securities may be purchased and temporarily held in connection with complying with RIC diversification requirements under Subchapter M of the Code.
AtDecember 31, 2020 , the Company had investments in 7 portfolio companies. The total cost and fair value of the total investments were approximately$46.2 million and$21.6 million , respectively. The composition of our investments by asset class as ofDecember 31, 2020 is as follows: Percentage of Investments Cost Fair Value Total Portfolio Portfolio Investments First Lien Loans$ 15,537,699 $ 14,671,435 68.0 % Second Lien Loans 12,766,144 5,235,708 24.3 Unsecured Loans 1,381,586 - - Equity 16,483,889 1,659,880 7.7 Total Portfolio Investments 46,169,318 21,567,023 100.0 Total Investments$ 46,169,318 $ 21,567,023 100.0 %
AtDecember 31, 2019 , the Company had investments in 9 portfolio companies. The total cost and fair value of the total investments were approximately$55.2 million and$33.3 million , respectively. The composition of our investments by asset class as ofDecember 31, 2019 is as follows: Percentage of Investments Cost Fair Value Total Portfolio Portfolio Investments First Lien Loans$ 15,537,699 $ 13,740,173 41.2 % Second Lien Loans 21,842,279 15,140,187 45.4 Unsecured Loans 1,381,586 2,816,265 8.4 Equity 16,483,889 1,655,877 5.0 Total Portfolio Investments 55,245,453 33,352,502 100.0 Total Investments$ 55,245,453 $ 33,352,502 100.0 % AtDecember 31, 2020 , our weighted average yield based upon cost of our portfolio investments was approximately 7.39% of which approximately 7.39% is current cash interest. AtDecember 31, 2019 , our weighted average yield based upon cost of our portfolio investments was approximately 9.39% of which approximately 6.98% is current cash interest. AtDecember 31, 2020 andDecember 31, 2019 , we held no United States Treasury securities. United States Treasury securities may be purchased and temporarily held in connection with complying with RIC diversification requirements under Subchapter M of the Code. - 29 - Investment Activity Our level of investment activity can vary substantially from period to period depending on many factors, including the amount of debt and equity capital to middle market companies, the level of merger and acquisition activity, the general economic environment and the competitive environment for the types
of investments we make.
The primary portfolio investment activities for the year ended
? On
wholly-owned subsidiary of Parkview Capital Credit ("Parkview"), filed for
bankruptcy protection in the
Code.
site of the former Lone Star Brewery in
the bankruptcy rules as they relate to single asset real estate
bankruptcies, Lone Star had 90 days from the date of its bankruptcy filing
to file a restructuring plan to exit bankruptcy or, if a plan is not
filed, to begin making interest payments to its lenders. On
2020, the bankruptcy court entered an order approving Lone Star's
employment of a real estate broker to market and sell the property. The
procedures to sell the property were subsequently approved by the
bankruptcy court on March 10, 2020 .
? On March 31, 2020 , the Company agreed to and paid $90,937 in real estate
taxes on behalf of the property, to prevent
their agreement with the first lienholder to sell the property. Under the
existing second lien loan agreement with
ability to pay real estate taxes and consider it an additional loan. These
amounts were personally guaranteed by the sole shareholder of
Parkview and by an individual who is an officer of both
Parkview.
? On
Foundry Funding, LLC to extend the maturity date toJuly 21, 2020 .
? On
Court for the
32-acre parcel of land located in
court ordered sale forced by foreclosure of the first lien holder.
? On May 15, 2020 the Company filed a motion to convert the Lone Star bankruptcy to a case under Chapter 7 of the United States Bankruptcy Code.
This motion was unopposed and granted on May 28, 2020 .
? On July 21, 2020 , the Company agreed to amend the Loan and Security
Agreement with Capital Foundry Funding, LLC and CF Energy Finance, LLC ,
and together ("Capital Foundry") to extend the maturity date of the loan
to November 21, 2020 . In exchange, the Company received a principal
payment on its loan of $750,000 .
? On
LLC that it was not allowed to make its monthly interest payment due to a
minimum availability threshold on its revolving line of credit that it
must maintain in the underlying agreements with its first lien holder.
? On
the
On November 9, 2020 , the court approved the distribution.
- 30 -
? On
due under the Loan and Security Agreement with Capital Foundry in the
amount of $250,000 .
? On December 1, 2020 , the Company completed the disposition of its
investment in Lone Star and received $718,614 from the trustee that was
appointed by the
of
Loan in the original principal amount of $8,000,000 .
? Effective
Grill, Inc. Revolving Line of Credit to extend the maturity date toDecember 31, 2021 .
? Effective
Consolidated Promissory Note from
Inc. to extend the maturity date to December 31, 2021 .
Asset Quality
In addition to various risk management and monitoring tools, our investment
advisor used an investment rating system to characterize and monitor the quality
of our debt investment portfolio. Equity securities and Treasury Bills are not
graded. This debt investment rating system uses a five-level numeric scale. The
following is a description of the conditions associated with each investment
rating:
Investment
Rating Summary Description
1 Investments that are performing above expectations, and whose risks
remain favorable compared to the expected risk at the time of the
original investment.
2 Investments that are performing within expectations and whose risks
remain neutral compared to the expected risk at the time of the
original investment. All new loans will initially be rated 2.
3 Investments that are performing below expectations and that require
closer monitoring, but where no loss of return or principal is
expected. Portfolio companies with a rating of 3 may be out of
compliance with financial covenants.
4 Investments that are performing substantially below expectations and
whose risks have increased substantially since the original investment.
These investments are often in work out. Investments with a rating of 4
will be those for which some loss of return but no loss of principal is
expected.
5 Investments that are performing substantially below expectations and
whose risks have increased substantially since the original investment.
These investments almost always end up in work out. Investments with a
rating of 5 are those for which some loss of return and principal is
expected.
The following table shows the investment rankings of our debt investments at
fair value as of
As of December 31, 2020 As of December 31, 2019
Number of Number of
% of Total Portfolio % of Total Portfolio
Investment Rating Fair Value Portfolio Companies Fair Value Portfolio Companies
1 $ - - % - $ - - % -
2 - - - 6,317,386 18.94 2
3 - - - - - -
4 17,679,643 88.81 3 25,379,239 76.09 5
5 2,227,500 11.19 2 - - -
$ 19,907,143 100.00 % 5 $ 31,696,625 95.04 % 7
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We will not accrue interest on loans and debt securities if we have reason to doubt our ability to collect such interest. As ofDecember 31, 2020 , we had 5 loans on non-accrual status and as ofDecember 31, 2019 , we had 5 loans on
non-accrual status. Results of Operations An important measure of our financial performance is net increase (decrease) in net assets resulting from operations, which includes net investment income (loss), net realized gain (loss) and net change in unrealized gain (loss). Net investment income (loss) is the difference between our income from interest, dividends, fees and other investment income and our operating expenses including interest on borrowed funds. Net realized gain (loss) on investments is the difference between the proceeds received from dispositions of portfolio investments and their amortized cost. Net change in unrealized gain (loss) on investments is the net change in the fair value of our investment portfolio. Revenues
We generate revenue in the form of interest income on debt investments and capital gains and distributions, if any, on investment securities that we may acquire in portfolio companies. Our debt investments typically have a term of five to seven years and bear interest at a fixed or floating rate. Interest on our debt securities is generally payable quarterly. Payments of principal on our debt investments may be amortized over the stated term of the investment, deferred for several years or due entirely at maturity. In some cases, our debt investments may pay interest in-kind, or PIK. Any outstanding principal amount of our debt securities and any accrued but unpaid interest will generally become due at the maturity date. The level of interest income we receive is directly related to the balance of interest-bearing investments multiplied by the weighted average yield of our investments. We expect that the dollar amount of interest and any dividend income that we earn to increase as the size of our investment portfolio increases. In addition, we may generate revenue in the form of prepayment fees, commitment, loan origination, structuring or due diligence fees, fees for providing managerial assistance and possibly consulting fees. These fees will be reorganized as they are earned. Expenses
Our primary operating expenses include the payment of fees to House Hanover and our allocable portion of overhead expenses under the investment advisory agreements and other operating costs described below. We bear all other out-of-pocket costs and expenses of our operations and transactions, which
may include:
? organizational and offering expenses;
? expenses incurred in valuing the Company's assets and computing its net asset
value per share (including the cost and expenses of any independent valuation
firm);
? subject to the guidelines approved by the Board of Directors, expenses incurred
by our investment advisor that are payable to third parties, including agents,
consultants or other advisors, in monitoring financial and legal affairs for
the Company and in monitoring the Company's investments and performing due
diligence on the Company's prospective portfolio companies or otherwise related
to, or associated with, evaluating and making investments;
? interest payable on debt, if any, incurred to finance the Company's investments
and expenses related to unsuccessful portfolio acquisition efforts;
? offerings of the Company's common stock and other securities;
? administration fees;
? transfer agent and custody fees and expenses;
?
advisor);
? all costs of registration and listing the Company's shares on any securities
exchange;
?
- 32 -
? independent directors' fees and expenses;
? costs of preparing and filing reports or other documents required of the
Company (but not our investment advisor) by the
? costs of any reports, proxy statements or other notices to stockholders,
including printing costs;
? the costs associated with individual or group stockholders;
? the Company's allocable portion of the fidelity bond, directors' and
officers'/errors and omissions liability insurance, and any other insurance
premiums;
? direct costs and expenses of administration and operation of the Company,
including printing, mailing, long distance telephone, copying, secretarial and
other staff, independent auditors and outside legal costs;
? and all other non-investment advisory expenses incurred by the Company in
connection with administering the Company's business.
Comparison of the Years Ended
Year Ended Year Ended Year Ended
December 31, 2020 December 31, 2019 December 31, 2018
Per Per Per
Total Share (1) Total Share (1) Total Share (1)
Investment income
Interest income (2) $ 783,633 $ 0.007 $ 1,115,620 $ 0.009 $ 1,933,907 $ 0.016
Other income 121,310 0.001 29,646 0.000 1,342,618 0.011
Total investment
income 904,943 0.008 1,145,266 0.009 3,276,525 0.027
Operating expenses
Management fees 266,984 0.002 364,135 0.003 402,750 0.003
Administration fees 396,324 0.003 407,500 0.003 414,000 0.003
Audit Fees 197,550 0.002 284,020 0.002 232,006 0.002
Legal Fees 131,451 0.001 187,381 0.002 499,961 0.005
Valuation fees 159,000 0.001 170,920 0.001 221,010 0.002
Other professional
fees 21,920 0.000 24,350 0.000 15,350 0.000
Directors' fees 150,000 0.001 148,500 0.001 155,000 0.001
Insurance expense 141,893 0.001 128,551 0.001 120,683 0.001
Interest expense 3,598 0.000 3,527 0.000 46,568 0.000
Other general and
administrative
expenses 93,053 0.001 103,431 0.001 111,773 0.001
Bad debt expense 16,549 0.000 413,928 0.003 - -
Total operatingexpenses 1,578,322 0.012 2,236,243 0.017 2,219,101 0.018 Total net operating expenses 1,578,322 0.012 2,236,243 0.017 2,219,101 0.018 Net investment income (loss) before tax (673,379 ) (0.006 ) (1,090,977 )
(0.009 ) 1,057,424 0.009
Income tax expense
(benefit) 1,816 - (19,024 ) - 17,861 -
Net investment income(loss) after tax (675,195 ) (0.006 ) (1,071,953 ) (0.009 ) 1,039,563 0.009 Net change in unrealized loss (2,709,344 ) (0.022 ) (7,202,669 ) (0.060 ) (783,795 ) (0.007 ) Net realized loss (7,416,250 ) (0.062 ) - (0.000 ) (108,356 ) (0.001 ) Net increase (decrease) in net assets resulting from operations$ (10,800,789 ) $ (0.090 ) $ (8,274,622 )
$ (0.069 ) $ 147,412 $ 0.001
(1) The basic per share figures noted above are based on a weighted average of
120,486,061, 120,486,061 and 120,486,061 shares outstanding for the years
ended
amounts need to be adjusted to be consistent with what is disclosed in the
financial highlights of our financial statements.
(2) Interest income includes PIK interest of
the years ended December 31, 2020 , 2019, and 2018, respectively.
- 33 -
Operating Expenses
Total net operating expenses decreased from $2,236,243 for the year ended
December 31, 2019 to $1,578,322 for the year ended December 31, 2020 . The
decrease is primarily due to a decrease in bad debt expense, and to a lesser
extent, management, audit and legal fees. The decrease was minimally offset by
an increase in insurance expense.
Total net operating expenses per share decreased from $0.017 per share for the
year ended December 31, 2019 to $0.012 per share for the year ended December 31,
2020 .
Total net operating expenses increased from $2,219,101 for the year ended
December 31, 2018 to $2,236,243 for the year ended December 31, 2019 . The
increase is primarily due to an increase in audit fees, insurance expenses, and
other general and administrative expenses for the year ended December 31, 2019 ,
which was partially offset by a decline in legal fees. For the year ended
December 31, 2019 , bad debt expense in the amount of $413,928 was recorded to
create an allowance for bad debt related to interest receivable from the
investment in Great Value Storage, LLC .
Total net operating expenses per share decreased from $0.018 per share for the
year ended December 31, 2018 to $0.017 per share for the year ended December 31,
2019 .
Net Investment Income (Loss)
Net investment income (loss) (after tax) decreased from $(1,071,953) for the
year ended December 31, 2019 to $(675,195) for the year ended December 31, 2020 .
This decrease is primarily due to a decrease in bad debt expense, management,
audit and legal fees as well as a decrease interest income for the year ended
December 31, 2020 .
Net investment income (loss) (after tax) per share decreased from$(0.009) per share for the year endedDecember 31, 2019 to$(0.006) per share for the year endedDecember 31, 2020 .
Net investment income (loss) (after tax) decreased from$1,039,563 for the year endedDecember 31, 2018 to$(1,071,953) for the year endedDecember 31, 2019 . This decrease is primarily due to an decrease in other income and to a lesser extent a decrease in interest income for the year endedDecember 31, 2019 . Net investment income (loss) (after tax) per share decreased from$0.009 per share for the year endedDecember 31, 2018 to$(0.009) per share for the year endedDecember 31, 2019 Net Realized Gain (Loss) We measure realized gains (losses) by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specific identification method, without regard to unrealized appreciation or depreciation previously recognized.
For the year ended
For the year ended
For the year endedDecember 31, 2018 , we recognized$108,356 of realized loss in connection with a post-sale contribution toSpencer Enterprises Holdings, LLC for a working capital adjustment.
Net Change in Unrealized Gain (Loss)
Net change in unrealized gain (loss) primarily reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded appreciation or depreciation when gains or losses are realized.
Net change in unrealized gain (loss) on investments totaled a loss of$(2,709,344) for the year endedDecember 31, 2020 primarily in connection with unrealized losses of$(3,089,886) ,$(1,266,245) ,$(1,224,885) onPerformance Alloys, Inc. ,Dominion Medical Management, Inc , andGreat Value Storage, LLC, Inc , respectively, partially offset by unrealized gains of$2,156,147 onRockfish Seafood Grill, Inc. - 34 - Net change in unrealized gain (loss) on investments totaled a loss of$(7,202,669) for the year endedDecember 31, 2019 primarily in connection with unrealized losses of$(3,730,752) ,$(1,046,606) ,$(1,261,058) onPerformance Alloys, Inc. ,Integrated Medical Partners, LLC , andRockfish Seafood Grill, Inc , respectively, partially offset by unrealized gains of$415,899 onGreat Value Storage, LLC . Net change in unrealized gain (loss) on investments totaled a loss of$(783,795) for the year endedDecember 31, 2018 primarily in connection with unrealized losses of$(1,681,611) ,$(907,305) ,$(903,537) onAdvantis Certified Staffing Solutions, Inc. ,Integrated Medical Partners, LLC , andGreat Value Storage, LLC , respectively, partially offset by unrealized gains of$2,535,938 ,$450,000 and$354,967 onPerformance Alloys, Inc. ,Lone Star Brewery Development, Inc. andPCC SBH Sub, Inc.
Financial Condition, Liquidity and Capital Resources
We intend to continue to generate cash from future offerings of securities and cash flows from operations, including earnings on investments in our portfolio and future investments, as well as interest earned from the temporary investment of cash inU.S. government securities and other high-quality debt investments that mature in one year or less. We may, if permitted by regulation, seek various forms of leverage and borrow funds to make investments. As ofDecember 31, 2020 , we had$1,751,230 in cash and restricted cash, and our net assets totaled$22,479,540 . We believe that our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations
for at least the next 12 months. Contractual Obligations
As of
We have entered into one contract under which we have material future commitments, the House Hanover Investment Advisory Agreement, pursuant to which House Hanover serves as our investment adviser. Payments under the House Hanover Investment Advisory Agreement in future periods will be equal to a percentage of the value of our net assets. The House Hanover Investment Advisory Agreement is terminable by either party without penalty upon written notice by the Company or 60 days' written notice by House Hanover. If this agreement is terminated, the costs we incur under a new agreement may increase. In addition, we will likely incur significant time and expense in locating alternative parties to provide the services we expect to receive under our investment advisory agreement. Any new investment advisory agreement would also be subject to approval by our stockholders. Distributions
For the twelve months ended
In order to qualify as a RIC and to avoidU.S. federal corporate level income tax on the income we distribute to our stockholders, we are required to distribute at least 90% of our net ordinary income and our net short-term capital gains in excess of net long-term capital losses, if any, to our stockholders on an annual basis. Additionally, we must distribute an amount at least equal to the sum of 98% of our net ordinary income (during the calendar year) plus 98.2% of our net capital gain income (during each 12-month period ending onOctober 31 ) plus any net ordinary income and capital gain net income for preceding years that were not distributed during such years and on which we paid noU.S. federal income tax to avoid aU.S. federal excise tax. To the extent that we have income available, we intend to make quarterly distributions to our stockholders. Our stockholder distributions, if any, will be determined by our board of directors on a quarterly basis. Any distribution to our stockholders will be declared out of assets legally available for distribution. The Company did not meet the requirements to qualify as a RIC for the 2020 and 2019 tax years and will be taxed as a corporation under Subchapter C of the Code. It may not be in the best interests of the Company's stockholders to elect to be taxed as a RIC at the present time due to the net operating losses and capital loss carryforwards the Company currently has. Management will make a determination that is in the best interests of the Company and its stockholders. While the Company does not expect to meet the qualifications of a RIC until such time as certain strategic alternatives are achieved, it can still declare a dividend even though it is not required to do so. - 35 -
We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of our distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage requirements applicable to us as a BDC under the 1940 Act. If we do not distribute a certain percentage of our income annually, we could suffer adverse tax consequences, including the possible failure to qualify as a RIC. We cannot assure stockholders that they will receive any distributions. To the extent our taxable earnings fall below the total amount of our distributions for that fiscal year, a portion of those distributions may be deemed a return of capital to our stockholders forU.S. federal income tax purposes. Thus, the source of a distribution to our stockholders may be the original capital invested by the stockholder rather than our income or gains. Stockholders should read any written disclosure accompanying any stockholder distribution carefully and should not assume that the source of any distribution is our ordinary income or capital gains. We have adopted an "opt out" dividend reinvestment plan for our common stockholders. As a result, if we declare a distribution, the stockholders' cash distributions will be automatically reinvested in additional shares of our common stock unless a stockholder specifically "opts out" of our dividend reinvestment plan. If a stockholder opts out, that stockholder will receive cash distributions. Although distributions paid in the form of additional shares of our common stock will generally be subject toU.S. federal, state and local taxes in the same manner as cash distributions, stockholders participating in our dividend reinvestment plan will not receive any corresponding cash distributions with which to pay any such applicable taxes.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. Related Party Transactions Management Fees Management fees under the House Hanover Investment Advisory Agreement for the years endedDecember 31, 2020 and 2019 were$266,984 and$364,135 , respectively. As ofDecember 31, 2020 andDecember 31, 2019 , management fees of$552,121 and$285,138 , respectively, were payable to House Hanover. HouseHanover is allowing management fees to accrue and not be paid to allow the Company to build its cash balance and analyze the best use of its available funds. Management fees under the House Hanover Investment Advisory Agreement for the years endedDecember 31, 2018 were$402,750 . As ofDecember 31, 2018 , management fees of$81,296 were payable to House Hanover.
As of
Incentive Fees The Company is not obligated to pay House Hanover an incentive fee. Incentive fees are a typical component of investment advisory agreements with business development companies.
Recent Accounting Pronouncements
See Note 2 of the financial statements for a description of recent accounting pronouncements, if any, including the expected dates of adoption and the anticipated impact on the financial statements.
Critical Accounting Policies The preparation of our financial statements and related disclosures in conformity withU.S. Generally Accepted Accounting Principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. In addition to the discussion below, our significant accounting policies are further described in the notes to the financial statements. - 36 -
Valuation of Portfolio Investments
As a BDC, we generally invest in illiquid loans and securities including debt and equity securities of middle-market companies. Under procedures established by our board of directors, we value investments for which market quotations are readily available at such market quotations. We obtain these market values from an independent pricing service or at the mean between the bid and ask prices obtained from at least two brokers or dealers (if available, otherwise by a principal market maker or a primary market dealer). Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value as determined in good faith by our board of directors. Such determination of fair values may involve subjective judgments and estimates, although we engage independent valuation providers to review the valuation of each portfolio investment that does not have a readily available market quotation quarterly. Investments purchased within 60 days of maturity are valued at cost plus accreted discount, or minus amortized premium, which approximate fair value. With respect to unquoted securities, our board of directors values each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public and other factors, that are provided by a nationally recognized independent valuation firm. Beginning with the period endingJune 30, 2019 , the Company engaged a new third-party valuation firm to perform its independent valuations of the Company's Level 3 investments. This valuation firm provides a range of values for selected investments, which is presented to the Valuation Committee to determine the value for each of the selected investments. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, our board of directors uses the pricing indicated by the external event to corroborate and/or assist us in our valuation. Because there is not a readily available market for substantially all of the investments in our portfolio, we value our portfolio investments at fair value as determined in good faith by our board of directors using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.
With respect to investments for which market quotations are not readily available, our board of directors undertakes a multi-step valuation process each quarter, as described below:
? Our quarterly valuation process begins with each portfolio company or
investment being initially valued by an independent valuation firm, except for
those investments where market quotations are readily available;
? Preliminary valuation conclusions are then documented and discussed with our
senior management, our investment advisor, and our auditors;
? The valuation committee of our board of directors then reviews these
preliminary valuations and approves them for recommendation to the board of
directors;
? The board of directors then discusses valuations and determines the fair value
of each investment in our portfolio in good faith, based on the input of our
investment advisor, the independent valuation firm and the valuation committee.
Revenue Recognition Realized gain (loss) on the sale of investments is the difference between the proceeds received from dispositions of portfolio investments and their stated costs. Realized gains or losses on the sale of investments are calculated using the specific identification method. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis to the extent that we expect to collect such amounts. For loans and debt securities with contractual PIK interest, which represents contractual interest accrued and added to the loan balance that generally becomes due at maturity, we do not accrue PIK interest if the portfolio company valuation indicates that such PIK interest is not collectible. Generally, we will not accrue interest on loans and debt securities if we have reason to doubt our ability to collect such interest. Loan origination fees, original issue discount and market discount or premium are capitalized, and we then accrete or amortize such amounts using the effective interest method as interest income. Upon the prepayment of a loan or debt security, any unamortized loan origination is recorded as interest income. We record prepayment premiums on loans and debt securities as interest income.
Dividend income, if any, will be recognized on the ex-dividend date.
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Generally, when a payment default occurs on a loan in the portfolio, or if the Company otherwise believes that the borrower will not be able to make contractual interest payments, the Company may place the loan on non-accrual status and cease recognizing interest income on the loan until all principal and interest is current through payment, or until a restructuring occurs, and the interest income is deemed to be collectible. The Company may make exceptions to this policy if a loan has sufficient collateral value, is in the process of collection or is viewed to be able to pay all amounts due if the loan were to be collected on through an investment in or sale of the business, the sale of the assets of the business, or some portion or combination thereof. Recent Developments Portfolio Activity
? On
Judgment on its breach of contract claim against
and World Class Capital Group, LLC , awarding damages to the Company in the
amount of $9,910,601 . On March 9, 2021 , the Harris County District Court granted the Company's Motion to Sever Remaining Claims. These remaining
claims are pending in the Harris County District Court . (See Item 3.
Legal Proceedings & Note 9 of the financial statements)
COVID-19
As the global spread of COVID-19 continues, we have experienced increased market
volatility and economic uncertainties which may materially impact the valuation
of portfolio investments and in turn, the net asset value of the Company. This
may have other financial or operational effects, though the extent of such
impact is unpredictable at this time. Further, while the effects of this
pandemic have negatively impacted our portfolio companies, four of them have
benefited from the Paycheck Protection Program by the U.S. Small Business
Administration .
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