N-CSR 1 pinnaclencsr201602.htm UNITED STATES

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-21291


Bertolet Capital Trust

(Exact name of registrant as specified in charter)


745 Fifth Avenue, Suite 2400

New York, NY 10151

 (Address of principal executive offices)


John E. Deysher

745 Fifth Ave., Suite 2400,

New York, NY 10151

(Name and address of agent for service)



Registrant's telephone number, including area code: (212) 605-7100


Date of fiscal year end: December 31


Date of reporting period: December 31, 2015


Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).  The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection and policymaking roles.


A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public.  A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number.  Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609.  The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.


Item 1.  Reports to Stockholders.




Pinnacle Value Fund

Annual Report


December 31, 2015


Pinnacle Value Fund Annual Report                                                                December 31, 2015


Dear Fellow Shareholders,

Our Fund’s NAV fell 6% in 2015. We ended the year at 42 positions with a weighted average market cap of $420 million, a dividend yield of 1.9%, and a price to book value ratio of 80%.  The benchmark R2000 fell 4.4% during the same period.


Total Return                                  2015            2014            2013          2012           2011

Pinnacle Value Fund                      (6.0)%          4.8%          16.6%        18.9%        (4.9)%

Russell 2000                                   (4.4)             4.9             38.6            16.3           (4.2)

S&P 500                                         1.4%          13.7%         32.0%         15.9%         2.1%                                                       


(All returns include dividend reinvestment. Past returns do no predict future results. Results do not reflect taxes payable on distributions or redemptions of shares held in taxable accounts.)


Commentary/Portfolio Activity

As you can see from the above box scores, small cap U.S. equities had a challenging 2015. While we fared slightly worse than the benchmark, our results were disappointing and should have been better. Down years are never fun and our underperformance can be tied primarily to our energy exposure where oil & natural gas prices have remained “lower for longer” than most expected, including us. As mentioned in our Semi-Annual Report (June 30) we suspected that a lot of the energy “bad news” was reflected in current share prices but the stocks might have another leg down. This is exactly what happened and we used the ensuing weakness to add to our positions. Unfortunately, commodity prices continued to fall due to oversupply fears and stocks we considered bargains became even more so. At year end, our energy holdings represented 12% of net assets diversified across 10 positions including royalty trusts, offshore supply vessels, well drillers, seismic shooters and others. All of these badly lagged the market because of disappointing operating results. We still like them and, except for some minor yearend tax selling, have not sold a share.  But their stumbles damaged our performance and it’s no sure thing how quickly they may regain their stride. We are in touch with managements on a regular basis.  

  

We have no firm opinion on when energy prices will rise but we suspect they will. While this downturn is the most severe in decades, we see several reasons for optimism:

1. According to Baker Hughes, rigs drilling for natural gas in North America have fallen 94% from 1600 to 100 while rigs drilling for oil have fallen 74% from 1600 to 410 which should eventually limit supply.

2. Operators are cutting operating costs and capital expenditures to the bone, setting the stage for significant earnings leverage when prices eventually rise.

3. Several major producing countries including Saudi Arabia, Russia, Nigeria and Venezuela are facing budget woes and cutting back on billions of gasoline and other subsidies. Ordinary citizens are feeling the pinch and further cuts may trigger civil unrest which is the last thing their leaders desire now.

4. Insiders are buying at several of our companies which is usually a good sign.


We’re hopeful that any or all of the above will lead to higher share prices longer term. However, sentiment remains extremely negative and it’s hard to see an immediate catalyst that will change this.


On the positive side of the ledger, Capital Southwest was our standout performer after they decided to spin off their high margin specialty chemicals business causing the stock to rise nicely.


Anchor Banc formed a board committee to evaluate “strategic options” including a sale following the election of a major dissident shareholder to the board. The remaining winners were spread across a variety of firms where strong operating performance resulted in higher share prices including National Security Group, Old Republic and Regency Affiliates. Wilshire Bancorp agreed to merge with BBCN Bancorp, a competing Korean American Bank bringing to a close a long and profitable relationship with the bank.

(Please see opposite page for a more complete list of 2015 Winners and Sinners)


Outlook

Recently a shareholder asked us what we thought of the US small cap market. We replied that we try not to think too much about the market and devote our efforts to finding compelling values where the share price is trading at a significant discount to underlying asset values or earnings power. However, a large part of our “opportunity set”  is driven by the level of the US small cap market, widely defined as the Russell 2000 (R2000). When the R2000 is trading at elevated levels, we often have trouble finding reasonably priced merchandise. Conversely, when the R2000 is trading at depressed levels, bargains are more apparent.  At Dec. 31, the R2000 was down about 13% from its all time high set in June 2015.

Indeed, we are finding some bargains but hope to uncover more if the market drifts lower.      


The world remains awash in excess liquidity fostered by easy central bank policy which, in our opinion, continues to prop up asset prices. There have been few major blowups (economic or political) and corporate profits remain at record highs. All of this will probably continue for a while longer until an event or two triggers a reality check. We have no idea when this will occur. So we’ll stay conservative, be attentive to dislocations and let valuations be our guide.


By now you should have received your year end statement. The Fund distributed $1.39 of long term capital gains in late December so you also should have received a Form 1099-DIV for 2015 if you hold your shares in a taxable account. As always, should you have any questions about your account or the Fund, don’t hesitate to call or write. Thank you for your continued support of our work.


John E. Deysher                                                                           Pinnacle Value Fund   

President & Portfolio Manager                                                  745 Fifth Ave.- 2400

212-605-7100                                                                                New York, NY 10151




TOP 10 POSITIONS                                                                                    % net assets

1. Hallmark Financial- multiline P&C insurer                                                         4.9%

2. Anchor Banc- savings bank                                                                                3.7

3. First Acceptance- non standard personal auto insurance                                      3.7

4. SWK Holdings- life sciences finance                                                                 3.3

5. National Security Group- regional P&C insurer                                                  2.8

6. Regional Management- consumer finance                                                           2.6

7. MVC Capital- business development co.                                                           2.1

8. EMC Insurance- regional P&C insurer                                                               2.0

9. Endurance Specialty- primary & re-insurance                                                     1.9

10. Gulf Island Fabrication- shipyards & marine fabrication                                   1.6



                                                                                                        Total         28.6%



YTD TOP 5 WINNERS (realized & unrealized gains)

1. Capital Southwest                                                                                             $883,800

2. Anchor Banc                                                                                                      498,200

3. National Security Group                                                                                     184,300

4. Old Republic Insurance                                                                                      168,500

5. Regency Affiliates                                                                                             151,600

                                                                                                       Total            $1,886,400



YTD TOP 5 SINNERS (realized & unrealized losses)

1. Gulfmark Offshore                                                                                        $1,071,700

2. Unit Corp.                                                                                                         692,400

3. Atwood Oceanics                                                                                              597,700

4. Permian Basin Royalty Trust                                                                             489,400

5. Dawson Geophysics                                                                                         434,300

                                                                                                      Total           $3,285,500



SECURITY CLASSIFICATIONS

Government & Prime Money Market Funds                                                                47.0%

Insurance                                                                                                                    16.4

Energy                                                                                                                        12.4

Financial Services                                                                                                        8.5

Closed End Funds                                                                                                        6.7

Banks & Thrifts                                                                                                           4.8

Consumer Goods & Services                                                                                       1.5

Real Estate                                                                                                                  1.0

Conglomerates                                                                                                            1.0

Industrial Goods & Services                                                                                        0.7

                                                                                                      Total                  100.0%





PINNACLE  VALUE FUND

 

 

 

 

BERTOLET CAPITAL TRUST

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Schedule of Investments

 

 

 

 

 

December 31, 2015

 Shares/Principal Amount

 Basis

 

 Market Value

% of Assets

 

 

 

 

 

 

 

 COMMON STOCKS

 

 

 

 

 Banks & Thrifts

 

 

 

 

 

                84,519

 

Anchor Bancorp *

 $                 628,026

 

 $          2,188,197

 

                  7,949

 

Preferred Bank

                      56,310

 

                262,476

 

                30,816

 

Wilshire Bancorp

                      80,975

 

                355,925

 

 

 

 

                    765,311

 

             2,806,598

4.76%

 Conglomerate

 

 

 

 

 

 

                12,811

 

CSW Industrials, Inc. *

                      52,492

 

                482,590

 

                     400

 

FRP Holdings, Inc. *

                        9,686

 

                  13,576

 

                  5,810

 

Regency Affiliates, Inc.

                      22,896

 

                  67,919

 

                     100

 

Steel Partners Holdings L.P. *

                        1,109

 

                    1,638

 

 

 

 

                      86,183

 

                565,723

0.96%

 Energy

 

 

 

 

 

 

                64,800

 

Atwood Oceanics, Inc.

                 1,260,616

 

                662,904

 

              196,840

 

Dawson Geophysical Co. *

                    983,078

 

                681,067

 

              240,231

 

Global Power Equipment Group, Inc.

                    966,171

 

                836,004

 

                89,935

 

Gulf Island Fabrication, Inc.

                    897,086

 

                940,720

 

              103,586

 

Gulfmark Offshore, Inc. *

                 1,498,743

 

                483,747

 

              180,377

 

Permian Basin Royalty Trust

                 1,437,259

 

                912,708

 

              175,862

 

San Juan Basin Royalty Trust

                    827,004

 

                728,069

 

                13,052

 

Seacor Holdings, Inc. *

                    947,817

 

                686,013

 

                83,939

 

Tidewater, Inc.

                    868,050

 

                584,215

 

                63,377

 

Unit Corp. *

                 1,419,298

 

                773,199

 

 

 

 

               11,105,122

 

             7,288,646

12.36%

 

 

 

 

 

 

 

 Financial Services

 

 

 

 

                91,264

 

Asta Funding, Inc. *

                    122,354

 

                725,549

 

              512,984

 

BKF Capital Group, Inc. (a) *

                 1,033,810

 

                410,387

 

                98,128

 

Regional Management Corp. *

                 1,266,685

 

             1,518,040

 

              428,087

 

Special Diversified Opportunities, Inc. *

                    404,303

 

                421,666

 

              173,964

 

SWK Holdings Corp. *

                 1,493,103

 

             1,931,000

 

 

 

 

                 4,320,255

 

             5,006,642

8.49%

 Greeting Cards & Giftwrap

 

 

 

 

                30,764

 

CSS Industries, Inc.

                    489,446

 

                873,082

1.48%

 

 

 

 

 

 

 

 Insurance

 

 

 

 

 

 

                47,172

 

EMC Insurance Group, Inc.

                    578,620

 

             1,193,452

 

                17,250

 

Endurance Specialty Holdings Ltd. (Bermuda)

                    415,016

 

             1,103,827

 

              916,549

 

First Acceptance Corp. *

                 1,475,414

 

             2,181,387

 

              248,724

 

Hallmark Financial Services, Inc. *

                 1,626,412

 

             2,907,584

 

                20,363

 

Independence Holding Co.

                      87,126

 

                282,027

 

              108,595

 

National Security Group, Inc.

                    985,467

 

             1,656,074

 

                     700

 

Navigators Group, Inc. *

                      26,043

 

                  60,053

 

                14,800

 

Old Republic International Corp.

                    109,603

 

                275,724

 

 

 

 

                 5,303,701

 

             9,660,128

16.38%

 Real Estate

 

 

 

 

 

 

                34,400

 

Getty Realty Corp.

                    467,651

 

                589,960

 

                     100

 

The St. Joe Co.

                        1,858

 

                    1,851

 

 

 

 

                    469,509

 

                591,811

1.00%

 Security Services

 

 

 

 

 

                64,810

 

Costar Technologies, Inc. *

                    467,165

 

                398,581

0.68%

 

 

 

 

 

 

 

 Steel Works, Blast Furnaces, & Rolling & Finishing Mills

 

 

 

 

                     100

 

TimkenSteel Corp.

                           720

 

                       838

 

                  4,000

 

Universal Stainless & Alloy Products, Inc. *

                      34,048

 

                  37,160

 

 

 

 

                      34,768

 

                  37,998

0.06%

 Test & Measurement  

 

 

 

 

                25,381

 

Electro Sensors, Inc. *

                      98,202

 

                  90,864

0.15%

 

 

 

 

 

 

 

 Trucking

 

 

 

 

 

 

                     133

 

New Patriot Transportation Holding, Inc. *

                        2,394

 

                    2,992

0.01%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Total for Common Stock

 $            23,142,056

 

 $        27,323,065

46.33%

 

 

 

 

 

 

 

 Closed-End & Exchange Traded Funds

 

 

 

 

                  3,017

 

Aberdeen Singapore Fund, Inc.

                      18,313

 

                  25,825

 

                25,659

 

Adams Natural Resources Fund, Inc.

                    429,745

 

                455,191

 

              117,011

 

ASA Gold and Precious Metals Ltd.

                    998,781

 

                838,969

 

                  4,378

 

Babson Capital Participation Investors

                      56,770

 

                  60,178

 

                13,411

 

Capital Southwest Corp.

                      67,853

 

                186,145

 

                30,651

 

Central Europe & Russia  Fund, Inc.

                    632,426

 

                509,726

 

                53,879

 

Japan Smaller Capitalization Fund, Inc.

                    333,773

 

                551,182

 

              169,250

 

MVC Capital, Inc.

                 1,548,667

 

             1,247,372

 

                  1,000

 

Sprott Gold Miners ETF

                      15,760

 

                  12,730

 

                10,483

 

Turkish Investment Fund, Inc.

                      81,804

 

                  81,558

 

 

 

 

 

 

 

 

 Total for Closed-End & Exchange Traded Funds

 $              4,183,892

 

 $          3,968,876

6.73%

 

 

 

 

 

 

 

 SHORT TERM INVESTMENTS

 

 

 

 

 Money Market Fund

 

 

 

 

              500,000

 

Invesco Liquid Assets Portfolio Fund Institutional Class 0.11% **

                    500,000

 

                500,000

 

              500,000

 

Federated Money Market Prime Obligation Fund Institutional Class 0.11% **

                    500,000

 

                500,000

 

         27,648,003

 

First American Government Obligation Fund Class Z 0.01% **

               27,648,003

 

           27,648,003

 

 

 

 

 

 

 

 

 Total for Short Term Investments

 $            28,648,003

 

 $        28,648,003

48.58%

 

 

 

 

 

 

 

 

 

Total Investments

 $            55,973,951

 

 $        59,939,944

101.64%

 

 

 

 

 

 

 

   

 

Liabilities in excess of other Assets

 

 

              (966,220)

-1.64%

 

 

 

 

 

   

 

 

 

Net Assets

 

 

 $        58,973,724

100.00%

 

 

 

 

 

 

 

 (a) Level 2 Security

 

 

 

 

 * Non-Income producing securities.

 

 

 

 

** Variable rate security; the money market rate shown represents the yield at December 31, 2015.

 

 

 

 

 

 

 The accompanying notes are an integral part of the financial statements.

 

 

 

 


PINNACLE  VALUE FUND

 

BERTOLET CAPITAL TRUST

 

 

 

Statement of Assets and Liabilities

 

December 31, 2015

 

 

 

Assets:

 

     Investment Securities at Market Value

 $     59,939,944

             (Identified Cost $55,973,951)

 

     Cash

                 1,000

     Receivables:

 

         Dividends and Interest

               97,915

         Prepaid Expenses

                 7,472

               Total Assets

        60,046,331

Liabilities:

 

        Payable to Advisor

             889,274

        Shareholder Redemptions

             160,663

        Accrued Expenses

               22,670

               Total Liabilities

          1,072,607

Net Assets

 $     58,973,724

 

 

Net Assets Consist of:

 

     Paid-In Capital

 $     54,352,097

     Accumulated Realized Gain on Investments

             655,634

     Unrealized Appreciation in Value of Investments Based on Identified Cost

          3,965,993

Net Assets

 $     58,973,724

Net Asset Value and Redemption Price

 

      Per Share ($58,973,724/3,987,386 shares outstanding), no par value, unlimited

 

         shares authorized

 $              14.79

 

 

 

 

 

 

PINNACLE  VALUE FUND

 

BERTOLET CAPITAL TRUST

 

 

 

 Statement of Operations  

 

    For the year ended December 31, 2015

 

 

 

Investment Income:

 

     Dividends

 $          930,804

     Interest

                 3,473

          Total Investment Income

             934,277

Expenses:

 

     Investment Advisor Fees (Note 3)

             822,649

     Transfer Agent & Fund Accounting Fees

               47,001

     Insurance Fees

               16,002

     Custodial Fees

               15,455

     Audit Fees

               15,002

     Registration Fees

               11,015

     Trustee Fees

               10,133

     Legal Fees

                 4,950

     Miscellaneous Fees

                 4,433

     Printing & Mailing Fees

                 3,821

          Total Expenses

             950,461

 

 

Net Investment Loss

             (16,184)

 

 

Realized and Unrealized Gain (Loss) on Investments:

 

     Net Realized Gain on Investments

          5,289,144

     Capital Gain Distributions from Regulated Investment Companies

               63,945

     Change in Unrealized Appreciation on Investments

        (9,307,321)

Net Realized and Unrealized Loss on Investments

        (3,954,232)

 

 

Net Decrease in Net Assets from Operations

 $     (3,970,416)


PINNACLE  VALUE FUND

 

 

 

BERTOLET CAPITAL TRUST

 

 

 

 

 

 

 

Statements of Changes in Net Assets

 

 

 

 

Year

 

Year

 

Ended

 

Ended

 

12/31/2015

 

12/31/2014

From Operations:

 

 

 

     Net Investment Loss

 $          (16,184)

 

 $        (396,952)

     Net Realized Gain on Investments

          5,289,144

 

          3,225,685

     Capital Gain Distributions from Regulated Investment Companies

               63,945

 

               53,748

     Net Unrealized Appreciation (Depreciation)

        (9,307,321)

 

             186,416

     Increase (Decrease) in Net Assets from Operations

        (3,970,416)

 

          3,068,897

 

 

 

 

From Distributions to Shareholders:

 

 

 

      Net Realized Gain from Security Transactions

        (5,147,187)

 

        (3,692,183)

      Total Distributions to Shareholders

        (5,147,187)

 

        (3,692,183)

 

 

 

 

From Capital Share Transactions: (a)

 

 

 

     Proceeds From Sale of Shares

          6,704,900

 

          8,198,996

     Shares issued in Reinvestment of Dividends

          4,838,856

 

          3,468,628

     Cost of Shares Redeemed

        (8,124,265)

 

      (12,161,774)

Net Increase (Decrease) from Shareholder Activity

          3,419,491

 

           (494,150)

 

 

 

 

Net Decrease in Net Assets

        (5,698,112)

 

        (1,117,436)

 

 

 

 

Net Assets at Beginning of Period

        64,671,836

 

        65,789,272

Net Assets at End of Period

 $     58,973,724

 

 $     64,671,836

     

 

 

 

 

 

 

 

Share Transactions:

 

 

 

     Issued

             391,859

 

             464,507

     Reinvested

             328,503

 

             203,319

     Redeemed

           (488,778)

 

           (687,464)

Net increase (decrease) in shares

             231,584

 

             (19,638)

Shares outstanding beginning of Period

          3,755,802

 

          3,775,440

Shares outstanding end of Period

          3,987,386

 

          3,755,802

 

 

 

 

 

 

 

 

(a) Net of Redemption Fees of $12,158 for the period ended December 31, 2015, and $14,467 for the period ended December 31, 2014.


 

 

 

 

 

 

 

PINNACLE  VALUE FUND

 

 

 

 

 

 

BERTOLET CAPITAL TRUST

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Highlights

 

 

 

 

 

 

Selected data for a share outstanding throughout the period:

 

 

 

 

 

 

 

Year

 

Year

Year

Year

Year

 

Ended

 

Ended

Ended

Ended

Ended

 

12/31/2015

 

12/31/2014

12/31/2013

12/31/2012

12/31/2011

Net Asset Value -

 

 

 

 

 

 

     Beginning of Period

 $          17.22

 

 $          17.43

 $          15.95

 $          13.89

 $          14.61

Net Investment Loss *

                  -   

(a)

(0.10)

(0.12)

(0.04)

(0.13)

Net Gains or Losses on Securities

 

 

 

 

 

 

     (realized and unrealized)

             (1.04)

 

               0.93

               2.75

               2.66

             (0.59)

Total from Investment Operations

             (1.04)

 

               0.83

               2.63

               2.62

             (0.72)

 

 

 

 

 

 

 

Distributions from Net Investment Income

                  -   

 

                  -   

                  -   

                  -   

                  -   

Distributions from Capital Gains

             (1.39)

 

             (1.04)

             (1.15)

             (0.56)

                  -   

 

             (1.39)

 

             (1.04)

             (1.15)

             (0.56)

                  -   

 

 

 

 

 

 

 

Paid-in Capital from Redemption Fees (Note 2) (a)

                  -   

 

                  -   

                  -   

                  -   

                  -   

 

 

 

 

 

 

 

Net Asset Value -

 

 

 

 

 

 

     End of Period

 $          14.79

 

 $          17.22

 $          17.43

 $          15.95

 $          13.89

 

 

 

 

 

 

 

Total Return

(5.99)%

 

4.80 %

16.62 %

18.88 %

(4.93)%

 

 

 

 

 

 

 

Ratios/Supplemental Data

 

 

 

 

 

 

Net Assets - End of Period (Thousands)

 $        58,974

 

 $        64,672

 $        65,789

 $        52,637

 $        47,640

 

 

 

 

 

 

 

Before Reimbursement/Recapture

 

 

 

 

 

 

    Ratio of Expenses to Average Net Assets

1.44%

 

1.44%

1.45%

1.49%

1.48%

    Ratio of Net Income (Loss) to Average Net Assets

(0.02)%

 

(0.57)%

(0.69)%

(0.26)%

(0.93)%

 

 

 

 

 

 

 

After Reimbursement/Recapture

 

 

 

 

 

 

    Ratio of Expenses to Average Net Assets

1.44%

 

1.44%

1.46%

1.49%

1.47%

    Ratio of Net Income (Loss) to Average Net Assets

(0.02)%

 

(0.57)%

(0.71)%

(0.26)%

(0.91)%

 

 

 

 

 

 

 

Portfolio Turnover Rate

29.23%

 

20.94%

3.78%

8.14%

34.11%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* Per share net investment Income (loss) determined on average shares outstanding during year.

 

 

(a) Less than $0.01 per share.

 

 

 

 

 

 

PINNACLE VALUE FUND

BERTOLET CAPITAL TRUST

NOTES TO FINANCIAL STATEMENTS

                                                               DECEMBER 31, 2015


1.)

ORGANIZATION:

Pinnacle Value Fund (”Fund”) is registered under the Investment Company Act of 1940 as an open-end investment management company and is the only series of the Bertolet Capital Trust, a Delaware business trust organized on January 1, 2003 (“Trust”). The Trust’s Declaration of Trust authorizes the Board of Trustees to issue an unlimited number of Fund shares.  Each share of the Fund has equal voting, dividend, distribution, and liquidation rights. The Fund’s investment objective is long term capital appreciation with income as a secondary objective.


The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 “Financial Services-Investment Companies”.


2.)

SIGNIFICANT ACCOUNTING POLICIES

SECURITY VALUATION:

The Fund will primarily invest in equities and convertible securities.  Investments in securities are carried at market value. Securities traded on any exchange or on the NASDAQ over-the-counter market are valued at the last quoted sale price on that day.  Lacking a last sale price, a security is valued at its last bid price on that day, except when, in the Adviser’s opinion, the last bid price does not accurately reflect the current value of the security.  When market quotations are not readily available, when Adviser determines the last bid price does not accurately reflect the current value or when restricted securities are being valued, such securities are valued as determined in good faith by Adviser, in conformity with guidelines adopted by and subject to review of the Board of Trustees.


Fixed income securities are valued by using market quotations, but may be valued on the basis of prices furnished by a pricing service when Adviser believes such prices accurately reflect the fair market value.  A pricing service uses electronic data processing techniques based on yield spreads relating to securities with similar characteristics to determine prices for normal institutional-size trading lots of debt securities without regard to sale or bid prices.  When prices are not readily available from a pricing service, or when restricted or illiquid securities are being valued, securities are valued at fair value determined in good faith by Adviser, subject to review of the Board of Trustees.  Short term investments in fixed income securities with maturities of less than 60 days when acquired, or which are within 60 days of maturity, are valued by using the amortized cost method.


The Trust has performed an analysis of all existing investments to determine the significance and character of all inputs to their fair value determination. Various inputs are used in determining the value of each investment which are summarized in the following three broad levels:


Level 1 – quoted prices in active markets for identical securities

Level 2 – other significant observable inputs (including quoted prices for similar securities,  

                        interest rates, prepayment speeds, credit risk, yield curves & similar data.)

Level 3 – significant unobservable inputs (including the Fund’s own assumptions in  

                        determining fair value which may require a high degree of judgement)


The availability of observable inputs may vary by security and is affected by a wide variety of factors including type of security, liquidity and other characteristics unique to the security. If valuation is based on models or inputs that are less observable or unobservable in the market, determination of fair value requires more judgment. Thus, the degree of judgment exercised in determining fair value is greatest for Level 3 investments. Inputs used in valuing securities are not indicative of associated risks.  Transfers between levels are recognized at the end of a reporting period. Transfer from Level 1 to Level 2 results when a security priced previously with an official close price (Level 1) has no official close price so the bid price is used. The below table summarizes the inputs used at December 31, 2015:


 

Level 1

Level 2

Level 3

Total

Equity (a)

$ 30,881,554

410,387

-

$ 31,291,941

Money Market Funds

28,648,003

-

-

28,648,003

Investments at Market

$ 59,529,557

410,387

-

$ 59,939,944

(a) See Schedule of Investments for industry breakout.


The Fund did not hold any Level 3 assets (those valued using significant unobservable inputs) at any time during the year ended December 31, 2015. Therefore a reconciliation of assets in which significant unobservable inputs were used in determining fair value is not applicable.  


The Fund has adopted the financial accounting reporting rules required by the Derivatives and Hedging Topic of FASB Accounting Standards Codification (FASB ASC). Fund is required to include enhanced disclosure that enables investors to understand how and why a fund uses derivatives, how they are accounted for and how they affect a fund’s results. For the year ended December 31, 2015, the Fund held no derivative instruments.


SHORT TERM INVESTMENTS:

The Fund may invest in money market funds and short term high quality debt securities such as commercial paper, repurchase agreements and certificates of deposit. Money market funds typically invest in short term instruments and attempt to maintain a stable net asset value. While the risk is low, these funds may lose value.  At December 31, 2015 the Fund held approximately 49% of net assets in money market funds.  These include the First American Government Obligations Fund which normally invests in Government and Agency securities with an objective of maximum current income consistent with capital preservation and maintaining liquidity, the Invesco Liquid Assets Portfolio Fund, and the Federated Prime Obligation Fund. Further information on these funds is available at www.sec.gov.


As of December 31, 2015 the Fund had approximately 47% of its assets in First American Government Obligation Fund - Class Z. The investment in the First American Government Obligation Fund - Class Z represents approximately 0.2% of that Fund’s net assets which was approximately $17.4 billion dollars at December 31, 2015. If the Adviser determines that it is in the best interest of the Fund and its shareholders may redeem its investment.


SECURITY TRANSACTIONS AND INVESTMENT INCOME:

The Fund records security transactions based on a trade date.  Dividend income is recognized on the ex-dividend date, and interest income is recognized on an accrual basis.  Discounts and premiums on securities purchased are amortized over the lives of the respective securities.


INCOME TAXES:

Federal income taxes. The Fund’s policy is to continue to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all its taxable income to its shareholders.  Therefore, no federal income tax provision is required.


Distribution to shareholders. Distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. All short term capital gain distributions are ordinary income distributions for tax purposes.



The Fund recognizes the tax benefits of uncertain tax positions only when the position is “more-likely-than-not” to be sustained upon examination by tax authority. Management has analyzed the Fund’s tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on the prior three year returns or expected to be taken on the Fund’s 2015 tax return. The Fund is not aware of any tax position for which it is reasonably possible that the total amount or unrecognized tax benefits will change materially in the next 12 months.


GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting.  These reclassifications have no effect on net assets or net asset per value share.  During the year ended December 31, 2015, accumulated net investment income was increased by $16,184, accumulated net realized gain was decreased by $9,264, and paid in capital was decreased by $6,920.


ESTIMATES:

Preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the financial statement date and reported revenues and expenses during the reporting period.  Actual results could differ from those estimates.


The Fund imposes a redemption fee of 1.00% on shares redeemed within one year of purchase. The fee is assessed on an amount equal to the Net Asset Value of the shares at the time of redemption and is deducted from proceeds otherwise payable to the shareholder. For the years ended December 31, 2015 and 2014, $12,158 and $14,467, of redemption fees, respectively, were returned to the Fund through shareholder redemptions.


3.)

INVESTMENT ADVISORY AGREEMENT

The Fund has entered into an Investment Advisory Agreement with Bertolet Capital LLC (Adviser).  Under the Agreement, Adviser receives a fee equal to the annual rate of 1.25% of the Fund’s average daily net assets.  For the year ended December 31, 2015, Adviser earned $822,649 in fees.


A Fund officer and trustee are also an officer and trustee of the Adviser.  Advisory Agreement provides for expense reimbursement and fee waivers by Adviser, if Fund Annual Total Expenses exceed 1.49%, of average daily net assets through April 30, 2016.  

 

Adviser will be entitled to reimbursement of fees waived or reimbursed by Adviser to the Fund.  Fees waived or expenses reimbursed during a given year may be paid to Adviser during the following three year period if payment of such expenses does not cause the Fund to exceed the expense limitation.  Adviser had no recoupment in 2015 and $0 available for recoupment at year end December 31, 2015.


4.)

PURCHASES AND SALES OF SECURITIES

For the year ended December 31, 2015, purchases and sales of investment securities other than U.S. Government obligations/short-term investments totaled $10,204,927 and $10,471,817, respectively.


5.)

FEDERAL TAX INFORMATION

Net Investment income/(loss) and net realized gains/(losses) differ for financial statement and tax purposes due to differing treatments of wash sale losses deferred and losses realized after Oct. 31.  Differences between book basis and tax basis unrealized appreciation/(depreciation) are attributable to tax deferral of losses.


For the year ended Dec. 31, 2015 the Fund paid a long-term capital gain distribution of $1.39208 per share.  


For the year ended Dec. 31, 2014 the Fund paid a long-term capital gain distribution of $1.03644 per share.  



The tax nature of distributions paid during the years ended Dec. 31, 2015 and 2014 are:


 

2015

2014

Net Investment Income

$ 0

$ 0

Long Term Capital Gain

$ 5,147,187

$ 3,692,183


At Dec. 31, 2015, the components of accumulated earnings/(losses) on a tax basis were as follows:


Costs of investments for federal income tax purposes

$ 56,426,901

 

 

Gross tax unrealized appreciation

$   8,760,628

Gross tax unrealized depreciation

  (5,247,585)

Net tax unrealized appreciation

3,513,043

 

 

Accumulated realized gain on investments –net

     1,108,584

Total Distributable Earnings

$   4,621,627


6.) SUBSEQUENT EVENTS

Management has evaluated Fund related events and transactions occurring subsequent to yearend. There were no events or transactions that occurred during this period that materially impacted the Fund’s financial statements.



PROXY VOTING (Unaudited)

A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted those proxies during the most recent 12 month period ended June 30, are available without charge upon request by calling 877-369-3705 or visiting www.pinnaclevaluefund.com or www.sec.gov.


QUARTERLY PORTFOLIO HOLDINGS (unaudited)

Fund files a complete schedule of investments with the SEC for the first and third quarter of each fiscal year on Form N-Q.  Fund’s first and third fiscal quarters end on March 31 and Sept. 30. Form N-Q filing must be made within 60 days of the end of the quarter, and Fund’s first Form N-Q was filed with the SEC on Nov. 29, 2004. Fund Form N-Qs are available at www.sec.gov or may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (call 1-800-732-0330 for information on the operation of the Public Reference Room).  You may also obtain copies by calling the Fund at 1-877-369-3705.


SUPPLEMENTAL INFORMATION

The following table provides biographical information with respect to each Trustee.

Name, Age

Position with Fund

Term of Office Length of Time Served

Principal Occupation During Past 5 years

Other Directorships

 

 

 

 

 

Interested Trustee

 

 

 

 

John E. Deysher, CFA (60)

Trustee

Unlimited

President, Secretary, Treasurer

None

 

 

Since Inception

Pinnacle Value Fund

 

 

 

 

 

 

Independent Trustees

 

 

 

 

Edward P. Breau, CFA (82)

Trustee

Unlimited

Private Investor

None

 

 

Since Inception

 

 

 

 

 

 

 

Richard M. Connelly (59)

Trustee

Unlimited

Vice President

None

 

 

Since Inception

JG Wentworth (finance)

 

 

 

 

 

 

James W. Denney (50)

Trustee

Unlimited

President, Mohawk Asset

None

 

 

Since Inception

Management

 


TRUSTEES AND SERVICE PROVIDERS

Trustees: Edward P. Breau, Richard M. Connelly, James W. Denney, John E. Deysher   

Transfer Agent: Mutual Shareholder Services, 8000 Town Centre Dr- 400, Broadview Heights, OH 44147

Custodian: US Bank, 425 Walnut St., Cincinnati OH 45202

Independent Registered Public Accounting Firm: Tait, Weller & Baker LLP, 1818 Market St,- 2400, Philadelphia PA 19103





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Shareholders and Board of Trustees

Bertolet Capital Trust

New York, New York



We have audited the accompanying statement of assets and liabilities of Pinnacle Value Fund, a series of shares of Bertolet Capital Trust (“Trust”), including the schedule of investments, as of December 31, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended.   These financial statements and financial highlights are the responsibility of the Trust’s management.   Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.


We conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board (United States).   Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement.  The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.   Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian.   An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.   We believe that our audits provide a reasonable basis for our opinion.


In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Pinnacle Value Fund as of December 31, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period  then ended, in conformity with accounting principles generally accepted in the United States of America.






TAIT, WELLER & BAKER LLP



Philadelphia, Pennsylvania

February 22, 2016



PINNACLE  VALUE FUND

BERTOLET CAPITAL TRUST

Performance Illustration



AVERAGE ANNUAL RATE OF RETURN (%) FOR PERIOD ENDED DECEMBER 31, 2015


 

1 Year

5 Year

10 Year

Pinnacle Value Fund

-5.99%

5.36%

6.09%

Russell 2000 Index

-4.42%

9.19%

6.81%




[pinnaclencsr201602002.gif]








Chart assumes an initial investment of $10,000 made on 1/1/2006.  Total return is based on the net change in NAV and assuming reinvestment of all dividends and other distributions. Performance figures represent past performance which is not predictive of future performance.   Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than their original cost.


Throughout the period shown, the investment adviser has voluntarily waived and reimbursed certain expenses of the Fund. Without such waivers and reimbursements returns would be lower.

Expense Example (Unaudited)

As a shareholder of the Pinnacle Value Fund, you incur ongoing costs which typically include management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.  The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2015 through December 31, 2015.

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratios and an assumed rate of return of 5% per year before expenses, which are not the Fund’s actual returns. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in this Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

 

 

 

 

 

 

 

 

Pinnacle Value Fund

Beginning Account Value

Ending Account Value

Expenses Paid During the Period*

 

July 1, 2015

December 31, 2015

July 1,2015 to

December 31, 2015

 

 

 

 

Actual

$1,000.00

$907.89

$6.97

Hypothetical

 

 

 

 (5% Annual Return before expenses)

$1,000.00

$1,017.90

$7.38

 

 

 

 

 

 

 

 

 

 

 

 

* Expenses are equal to the Fund's annualized expense ratio of 1.45%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).




Item 2. Code of Ethics



Registrant has adopted a Code of Ethics applicable to its principal executive officer, principal financial officer and other persons performing similar functions. Registrant has not made any amendments to or granted any waivers from any provision of this Code of Ethics during the period covered by this report.


Item 3. Audit Committee Financial Expert

Registrant’s Board of Trustees has determined that it does not have an audit committee financial expert.  Registrant does not feel the absence of a financial expert impacts the ability of audit committee to fulfil its requirement because of the (1) straightforward nature of the Fund’s investment & accounting requirements; (2) fact that transfer agent and accounting functions are performed by an independent third party; (3) fact that annual results are audited by an independent accounting firm; (4) fact that there is only one fund in fund complex;(5) aggregate financial expertise of all Trustees is adequate.


Item 4. Principal Accountant Fees and Services

Registrant has engaged its principal accountant to perform audit and tax services during the past two fiscal years. “Audit services” refers to performing an audit of registrant’s financial statements, tests of internal controls and any other services provided in connection with regulatory or statutory filings. “Tax services” refers to the preparation of  federal, state and excise tax returns.

                                                                                            FYE 12/31/15      FYE 12/31/14

Audit services                                                                         $12,300                 $12,300

Tax services                                                                             $2,700                   $2,700


Audit committee has adopted pre-approval policies & procedures requiring the audit committee to pre-approve all audit, tax and non-audit services of registrant  including services provided to any entity affiliated with registrant. All of principal accountant’s hours spent auditing the registrant’s financial statements were attributable to work performed by full time permanent employees of the principal accountant.


The following table shows all non-audit fees billed by registrant’s principal accountant for services to registrant and registrant’s investment adviser for last 2 years. The audit committee has considered whether non-audit services rendered to registrant’s adviser is compatible with maintaining the accountant’s independence and has concluded that the rendering of non-audit services has not compromised the accountant’s independence.


Non-audit fees                                                                  FYE 12/31/15    FYE 12/31/14

Registrant                                                                                          $0                      $0

Registrant’s Investment Adviser                                                       $0                      $0


Item 5. Audit Committee of Listed Companies.   Not applicable.


Item 6. Schedule of Investments. Included in Report to Shareholders.


Item 7. Disclosure of Closed End fund Proxy Voting Policies/Procedures. Not applicable.



Item 8. Portfolio Managers of Closed-End Management Investment Companies. Not applicable.


Item 9. Purchases of Equity Securities by Closed End Management Investment Company and Affiliated Purchasers. Not applicable.


Item 10. Submission of Matters to a Vote of Security Holders. Not applicable.


Item 11. Controls and Procedures.

(a)

Disclosure Controls & Procedures.  Principal executive and financial officers have concluded that Registrant’s disclosure controls & procedures are effective based on their evaluation as of a date within 90 days of the filing date of this report.


(b)

Internal Controls. There were no significant changes in Registrant’s internal controls of in other factors that could significantly effect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


Item 12. Exhibits attached hereto. none


SIGNATURES

Pursuant to the requirements of the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, Registrant has duly caused this report to be signed on its behalf by the undersigned, duly authorized.


By /s/ John E. Deysher

          President

          Bertolet Capital Trust


Date: February 29, 2016