(Mark One) | ||
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2007 | ||
OR
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Maryland | 06-1798488 | |
(State or other jurisdiction
of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
|
3600 Glenwood Avenue, Suite 104
Raleigh, North Carolina (Address and zip code of principal executive offices) |
27612
(Zip Code) |
Title of Each Class
|
Name of Each Exchange on Which Registered
|
|
Common Stock, par value $0.001 per share | The NASDAQ Stock Market LLC |
Large accelerated filer
o
|
Accelerated filer o |
Non-accelerated
filer
þ
(Do not check if a smaller reporting company) |
Smaller reporting company o |
1
2
43
58
F-7
F-8
F-9
F-11
F-12
Item 1.
Business.
We acquired 100% of the limited partnership interests in the
Fund, which became our wholly owned subsidiary, retained its
license by the United States Small Business Administration (the
SBA) to operate as a small business investment
company (an SBIC), continued to hold its existing
investments and to make new investments with the net proceeds of
the Offering.
We acquired 100% of the equity interests in TML, the general
partner of the Fund.
(1)
Based on 6,686,760 shares of common stock outstanding
immediately after the Offering and consummation of the Formation
Transactions.
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Focusing on Underserved Markets.
We believe
that broad-based consolidation in the financial services
industry coupled with operating margin and growth pressures have
caused financial institutions to de-emphasize services to lower
middle market companies in favor of larger corporate clients and
capital market transactions. We believe these dynamics have
resulted in the financing market for lower middle market
companies to be underserved, providing us with greater
investment opportunities.
Providing Customized Financing Solutions.
We
offer a variety of financing structures and have the flexibility
to structure our investments to meet the needs of our portfolio
companies. Typically we invest in senior and subordinated debt
securities, coupled with equity interests. We believe our
ability to customize financing arrangements makes us an
attractive partner to lower middle market companies.
Leveraging the Experience of Our Management
Team.
Our senior management team has more than
100 years of combined experience advising, investing in,
lending to and operating companies across changing market
cycles. The members of our management team have diverse
investment backgrounds, with prior experience at investment
banks, specialty finance companies, commercial banks, and
privately and publicly held companies in the capacity of
executive officers. We believe this diverse experience provides
us with an in depth understanding of the strategic, financial
and operational challenges and opportunities of lower middle
market companies. We believe this understanding allows us to
select and structure better investments and to efficiently
monitor and provide managerial assistance to our portfolio
companies.
Applying Rigorous Underwriting Policies and Active Portfolio
Management.
Our senior management team has
implemented rigorous underwriting policies that are followed in
each transaction. These policies include a thorough analysis of
each potential portfolio companys competitive position,
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financial performance, management team operating discipline,
growth potential and industry attractiveness, allowing us to
better assess the companys prospects. After investing in a
company, we monitor the investment closely, typically receiving
monthly, quarterly and annual financial statements. We analyze
and discuss in detail the companys financial performance
with management in addition to attending regular board of
directors meetings. We believe that our initial and ongoing
portfolio review process allows us to monitor effectively the
performance and prospects of our portfolio companies.
Taking Advantage of Low Cost Debentures Guaranteed by the
SBA.
Our license to do business as an SBIC allows
us to issue fixed-rate, low interest debentures which are
guaranteed by the SBA and sold in the capital markets,
potentially allowing us to increase our net interest income
beyond the levels achievable by other BDCs utilizing traditional
leverage.
Maintaining Portfolio Diversification.
While
we focus our investments in lower middle market companies, we
seek to diversify across various industries. We monitor our
investment portfolio to ensure we have acceptable
diversification, using industry and market metrics as key
indicators. By monitoring our investment portfolio for
diversification we seek to reduce the effects of economic
downturns associated with any particular industry or market
sector. However, we may from time to time hold securities of a
single portfolio company that comprise more than 5.0% of our
total assets
and/or
more
than 10.0% of the outstanding voting securities of the portfolio
company. For that reason, we are classified as a non-diversified
management investment company under the 1940 Act.
Utilizing Long-Standing Relationships to Source
Deals.
Our senior management team maintains
extensive relationships with entrepreneurs, financial sponsors,
attorneys, accountants, investment bankers, commercial bankers
and other non-bank providers of capital who refer prospective
portfolio companies to us. These relationships historically have
generated significant investment opportunities. We believe that
our network of relationships will continue to produce attractive
investment opportunities.
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Established Companies With Positive Cash
Flow.
We seek to invest in established companies
with a history of generating revenues and positive cash flows.
We typically focus on companies with a history of profitability
and minimum trailing twelve month EBITDA of $2.0 million.
We do not invest in
start-up
companies, distressed situations, turn-around
situations or companies that we believe have unproven business
plans.
Experienced Management Teams With Meaningful Equity
Ownership.
Based on our prior investment experience, we
believe that a management team with significant experience with
a portfolio company or relevant industry experience and
meaningful equity ownership is more committed to a portfolio
company. We believe a management team with these attributes is
more likely to manage the portfolio company in a manner that
enhances the value of our investment.
Strong Competitive Position.
We seek to invest
in companies that have developed strong positions within their
respective markets, are well positioned to capitalize on growth
opportunities and compete in industries with barriers to entry.
We also seek to invest in companies that exhibit a competitive
advantage, which may help to protect their market position and
profitability.
Diversified Customer and Supplier Base.
We
prefer to invest in companies that have a diversified customer
and supplier base. Companies with a diversified customer and
supplier base are generally better able to endure economic
downturns, industry consolidation and shifting customer
preferences.
Significant Invested Capital.
We believe the
existence of significant underlying equity value provides
important support to investments. We will look for portfolio
companies that we believe have sufficient embedded equity or
franchise value.
Origination
Due Diligence and Underwriting
Approval
Documentation and Closing
Portfolio Management and Investment Monitoring
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A comprehensive financial model that we prepare based on
quantitative analysis of historical financial performance,
financial projections and pro forma financial ratios assuming
investment;
Competitive landscape surrounding the potential investment;
Strengths and weaknesses of the potential investments
business strategy and industry;
Results of a broad qualitative analysis of the companys
products or services, market position, market dynamics and
customers and suppliers; and
Potential investment structures, certain financing ratios and
investment pricing terms.
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Monthly and quarterly review of actual financial performance
versus the corresponding period of the prior year and financial
projections;
Monthly and quarterly monitoring of all financial and other
covenants;
Review of senior lender loan compliance certificates, where
applicable;
Quarterly review of operating results, and general business
performance, including the preparation of a portfolio monitoring
report which is distributed to members of our investment
committee;
Periodic
face-to-face
meetings with management teams and financial sponsors of
portfolio companies;
Attendance at portfolio company board meetings through board
seats or observation rights; and
Application of our investment rating system to each investment.
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Investment
Investment is performing above original expectations and
possibly 30.0% or more above original projections provided by
the portfolio company. Investment has been positively influenced
by an unforeseen external event. Full return of principal and
interest is expected. Capital gain is expected.
Investment is performing above original expectations and
possibly 30.0% or more above original projections provided by
the portfolio company. Investment may have been or is soon to be
positively influenced by an unforeseen external event. Full
return of principal and interest is expected. Capital gain is
expected.
Investment is performing above original expectations and
possibly 21.0% to 30.0% above original projections provided by
the portfolio company. Full return of principal and interest is
expected. Capital gain is expected.
Investment is performing above original expectations and
possibly 11.0% to 21.0% above original projections provided by
the portfolio company. Full return of principal and interest is
expected. Depending on age of transaction, potential for capital
gain exists.
Investment is performing above original expectations and
possibly 5.0% to 11.0% above original projections provided by
the portfolio company. Full return of principal and interest is
expected. Depending on age of transaction, potential for capital
gain exists.
Investment is performing in line with expectations. Full return
of principal and interest is expected. Depending on age of
transaction, potential for nominal capital gain may be expected.
Investment is performing below expectations, but no covenant
defaults have occurred. Full return of principal and interest is
expected. Little to no capital gain is expected.
Investment is in default of transaction covenants but interest
payments are current. No loss of principal is expected.
Investment is in default of transaction covenants and interest
payments are not current. A principal loss of between 1.0% and
33.0% is expected.
Investment is in default of transaction covenants and interest
(and possibly principal) payments are not current. A principal
loss of between 34.0% and 67.0% is expected.
Investment is in default and a principal loss of between 68.0%
and 100.0% is expected.
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We report our investments at market value or fair value with
changes in value reported through our statement of
operations.
We generally will be required to pay income taxes only on the
portion of our taxable income we do not distribute to
stockholders (actually or constructively).
Our ability to use leverage as a means of financing our
portfolio of investments will be limited.
We intend to distribute substantially all of our income to
our stockholders.
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A citizen or individual resident of the United States;
A corporation or other entity treated as a corporation, for
U.S. federal income tax purposes, created or organized in
or under the laws of the United States or any political
subdivision thereof;
A trust if a court within the United States is asked to exercise
primary supervision over the administration of the trust and one
or more United States persons have the authority to control all
substantive decisions of the trust; or
A trust or an estate, the income of which is subject to
U.S. federal income taxation regardless of its source.
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continue to qualify as a BDC under the 1940 Act at all times
during each taxable year;
derive in each taxable year at least 90.0% of our gross income
from dividends, interest, payments with respect to certain
securities, loans, gains from the sale of stock or other
securities, or other income derived with respect to our business
of investing in such stock or securities (the 90.0% Income
Test); and
diversify our holdings so that at the end of each quarter of the
taxable year:
at least 50.0% of the value of our assets consists of cash, cash
equivalents, U.S. Government securities, securities of
other RICs, and other securities if such other securities of any
one issuer do not represent more than 5.0% of the value of our
assets or more than 10.0% of the outstanding voting securities
of the issuer; and
no more than 25.0% of the value of our assets is invested in the
securities, other than U.S. government securities or
securities of other RICs, of one issuer or of two or more
issuers that are controlled, as determined under applicable
Internal Revenue Code rules, by us and that are engaged in the
same or similar or related trades or businesses (the
Diversification Tests).
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Item 1A.
Risk
Factors.
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at least 50.0% of the value of our assets consists of cash, cash
equivalents, U.S. Government securities, securities of
other RICs, and other securities if such other securities of any
one issuer do not represent more than 5.0% of the value of our
assets or more than 10.0% of the outstanding voting securities
of the issuer; and
no more than 25.0% of the value of our assets is invested in the
securities, other than U.S. government securities or
securities of other RICs, of one issuer or of two or more
issuers that are controlled, as determined under applicable
Internal Revenue Code rules, by us and that are engaged in the
same or similar or related trades or businesses.
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may have limited financial resources and may be unable to meet
their obligations under their debt instruments that we hold,
which may be accompanied by a deterioration in the value of any
collateral and a reduction in the likelihood of us realizing any
guarantees from subsidiaries or affiliates of our portfolio
companies that we may have obtained in connection with our
investment;
may have shorter operating histories, narrower product lines,
smaller market shares
and/or
significant customer concentration than larger businesses, which
tend to render them more vulnerable to competitors actions
and market conditions, as well as general economic downturns;
are more likely to depend on the management talents and efforts
of a small group of persons; therefore, the death, disability,
resignation or termination of one or more of these persons could
have a material adverse impact on our portfolio company and, in
turn, on us;
generally have less predictable operating results, may from time
to time be parties to litigation, may be engaged in rapidly
changing businesses with products subject to a substantial risk
of obsolescence, and may require substantial additional capital
to support their operations, finance expansion or maintain their
competitive position; and
generally have less publicly available information about their
businesses, operations and financial condition. If we are unable
to uncover all material information about these companies, we
may not make a fully informed investment decision, and may lose
all or part of our investment.
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significant volatility in the market price and trading volume of
securities of BDCs or other companies in our sector, which are
not necessarily related to the operating performance of these
companies;
changes in regulatory policies or tax guidelines, particularly
with respect to RICs, BDCs or SBICs;
loss of RIC status or the Funds status as an SBIC;
changes in earnings or variations in operating results;
changes in the value of our portfolio of investments;
any shortfall in revenue or net income or any increase in losses
from levels expected by investors or securities analysts;
fluctuations in interest rates;
the operating performance of companies comparable to us;
departure of our key personnel;
global or national credit market changes; and
general economic trends and other external factors.
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Item 1B.
Unresolved
Staff Comments.
Item 2.
Properties.
Item 3.
Legal
Proceedings.
Item 4.
Submission
of Matters to a Vote of Security Holders.
Item 5.
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
High
Low
$
16.00
$
13.45
15.79
13.58
14.99
11.95
14.50
10.75
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Record
Payment
Amount
May 31, 2007
June 28, 2007
$
0.15
August 30, 2007
September 27, 2007
0.26
November 29, 2007
December 27, 2007
0.27
December 31, 2007
January 28, 2008
0.30
$
0.89
90.4
%
0.09
9.6
%
$
0.98
100.0
%
(a)
Ordinary income is reported on
Form 1099-DIV
as either qualified or non-qualified and capital gains are
reported on
Form 1099-DIV
in various subcategories which have differing tax treatments to
shareholders. Those subcategories are not presented herein.
(b)
Return of capital refers to those amounts reported as nontaxable
distributions on
Form 1099-DIV.
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among Triangle Capital Corporation, the Triangle Capital
Corporation Peer
Group Index, and the Nasdaq Composite Index
2/15/07
3/31/07
6/30/07
9/30/07
12/31/07
100.00
91.00
95.43
93.44
89.40
100.00
96.03
97.44
96.63
76.06
100.00
100.27
107.82
111.83
109.88
(1)
From February 15, 2007, the date our common stock began to
trade on the Nasdaq Global Market in connection with our initial
public offering to December 31, 2007.
(2)
The Triangle Capital Corporation Peer Group consists of the
following internally-managed closed-end investment companies
that have elected to be regulated as BDCs under the 1940 Act:
Allied Capital Corporation, American Capital Strategies Ltd.,
Harris & Harris Group, Inc., Hercules Technology
Growth Capital, Inc., Kohlberg Capital Corporation, MCG Capital
Corporation and Patriot Capital Funding, Inc.
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Item 6.
Selected
Financial Data.
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Year Ended December 31,
2003
2004
2005
2006
2007
(Dollars in thousands)
$
26
$
1,969
$
5,855
$
6,443
$
10,912
15
18
108
280
1,824
41
1,987
5,963
6,723
12,736
339
1,543
1,834
2,073
38
90
100
113
1,048
1,564
1,574
1,589
233
165
83
58
115
3,894
1,213
2,024
3,265
3,638
6,313
(1,172
)
(37
)
2,698
3,085
6,423
(3,500
)
6,027
(760
)
141
(1,225
)
3,975
(415
)
3,061
(1,225
)
475
5,612
2,442
(52
)
$
(1,172
)
$
(1,262
)
$
3,173
$
8,697
$
8,813
N/A
N/A
N/A
N/A
$
0.95
N/A
N/A
N/A
N/A
$
1.31
N/A
N/A
N/A
N/A
$
13.74
N/A
N/A
N/A
N/A
$
0.98
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Year Ended December 31,
2003
2004
2005
2006
2007
(Dollars in thousands)
$
$
19,701
$
37,144
$
54,996
$
114,374
(35
)
(537
)
(602
)
(774
)
(1,368
)
2,973
2,849
6,067
2,556
21,788
98
50
135
305
47
1,021
34
823
1,085
985
999
$
2,938
$
22,934
$
43,744
$
58,919
$
136,179
$
10
$
$
13
$
825
$
1,144
230
566
606
699
532
2,041
52
1,760
17,700
31,800
31,800
37,010
10
17,930
32,379
33,763
42,706
2,928
5,004
11,365
25,156
93,473
$
2,938
$
22,934
$
43,744
$
58,919
$
136,179
15.5
%
14.2
%
13.3
%
12.6
%
6
12
19
26
107.4
%
32.2
%
21.3
%
8.3
%
4.4
%
7.4
21.4
9.5
2.4
107.4
%
39.6
%
42.7
%
17.8
%
6.8
%
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations.
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44
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Percentage of
Percentage of
Cost
Total Portfolio
Fair Value
Total Portfolio
$
82,171,781
76
%
$
82,171,781
72
%
14,798,137
14
14,798,137
13
9,699,689
9
15,335,900
13
548,172
1
1,870,500
2
197,900
$
107,217,779
100
%
$
114,374,218
100
%
$
48,788,108
93
%
$
47,323,885
86
%
2,714,833
5
5,633,283
10
1,158,411
2
1,789,260
3
250,000
1
$
52,661,352
100
%
$
54,996,428
100
%
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Year Ended
December 31, 2007
$
54,996,428
64,159,172
(2,227,124
)
(8,483,843
)
1,521,114
205,725
(618,620
)
4,821,366
$
114,374,218
13.9
%
12.6
%
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48
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49
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financial standing of the issuer of the security;
comparison of the business and financial plan of the issuer with
actual results;
the size of the security held as it relates to the liquidity of
the market for such security;
pending public offering of common stock by the issuer of the
security;
pending reorganization activity affecting the issuer, such as
merger or debt restructuring;
ability of the issuer to obtain needed financing;
changes in the economy affecting the issuer;
financial statements and reports from portfolio company senior
management and ownership;
the type of security, the securitys cost at the date of
purchase and any contractual restrictions on the disposition of
the security;
discount from market value of unrestricted securities of the
same class at the time of purchase;
special reports prepared by analysts;
information as to any transactions or offers with respect to the
security
and/or
sales
to third parties of similar securities;
the issuers ability to make payments and the type of
collateral;
the current and forecasted earnings of the issuer;
statistical ratios compared to lending standards and to other
similar securities; and
other pertinent factors.
50
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2009 to
2011 to
2013 and
Total
2008
2010
2012
Thereafter
$
37,010,000
$
$
$
$
37,010,000
16,919,314
2,140,599
4,314,379
4,320,289
6,144,047
2,139,200
2,139,200
114,672
114,672
$
56,183,186
$
4,394,471
$
4,314,379
$
4,320,289
$
43,154,047
(1)
We have a commitment to extend credit, in the form of loans, to
one of our portfolio companies which is undrawn as of
December 31, 2007. Since this commitment may expire without
being drawn upon, the total commitment amount does not
necessarily represent future cash requirements, however we have
chosen to present the amount of this unused commitment as an
obligation in this table.
(2)
We lease our corporate office facility under an operating lease
that terminates on December 31, 2008. We believe that our
existing facilities will be adequate to meet our needs at least
through 2008, and that we will be able to obtain additional
space when, where and as needed on acceptable terms.
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Item 7A.
Quantitative
and Qualitative Disclosures About Market Risk.
Item 8.
Financial
Statements and Supplementary Data.
Item 9.
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Item 9A(T).
Controls
and Procedures.
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Item 9B.
Other
Information
Item 10.
Directors,
Executive Officers and Corporate Governance.
Item 11.
Executive
Compensation.
55
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Item 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
Item 13.
Certain
Relationships and Related Transactions, and Director
Independence.
Item 14.
Principal
Accountant Fees and Services
Item 15.
Exhibits
and Financial Statement Schedules
Page
F-1
F-2
F-3
F-4
F-5
F-6
F-10
F-13
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2
.1
Agreement and Plan of Merger, dated as of November 2, 2006,
by and among Triangle Capital Corporation, New Triangle GP, LLC,
and Triangle Mezzanine LLC (Filed as Exhibit (k)(7) to the
Registrants Registration Statement on
Form N-2/N-5
(File
No. 333-138418)
filed with the Securities and Exchange Commission on
November 3, 2006 and incorporated herein by reference).
2
.2
Agreement and Plan of Merger, dated as of November 2, 2006,
by and among Triangle Capital Corporation, TCC Merger Sub, LLC
and Triangle Mezzanine Fund LLLP (Filed as Exhibit (k)(8)
to the Registrants Registration Statement on
Form N-2/N-5
(File
No. 333-138418)
filed with the Securities and Exchange Commission on
November 3, 2006 and incorporated herein by reference).
3
.1
Articles of Amendment and Restatement of the Registrant (Filed
as Exhibit (a)(3) to the Registrants Registration
Statement on
Form N-2/N-5
(File
No. 333-138418)
filed with the Securities and Exchange Commission on
December 29, 2006 and incorporated herein by reference).
3
.2
Certificate of Limited Partnership of Triangle Mezzanine
Fund LLLP (Filed as Exhibit (a)(4) to the Registrants
Registration Statement on
Form N-2/N-5
(File
No. 333-138418)
filed with the Securities and Exchange Commission on
February 13, 2007 and incorporated herein by reference).
3
.3
Second Amended and Restated Agreement of Limited Partnership of
Triangle Mezzanine Fund LLLP (Filed as Exhibit 3.4 to
the Registrants Quarterly Report on
form 10-Q
filed with the Securities and Exchange Commission on
November 11, 2007 and incorporated herein by reference).
3
.4
Amended and Restated Bylaws of the Registrant (Filed as Exhibit
(b) to the Registrants Registration Statement on
Form N-2/N-5
(File
No. 333-138418)
filed with the Securities and Exchange Commission on
December 29, 2006 and incorporated herein by reference).
4
.1
Form of Common Stock Certificate (Filed as Exhibit (d) to
the Registrants post -effective amendment to the
Registration Statement on
Form N-2/N-5
(File
No. 333-138418)
filed with the Securities and Exchange Commission on
February 15, 2007 and incorporated herein by reference).
4
.2
Triangle Capital Corporation Dividend Reinvestment Plan.
10
.1
Employment Agreement between Triangle Capital Corporation and
Garland S. Tucker, III dated February 21, 2007 (Filed
as Exhibit 10.1 to the Registrants Annual Report on
Form 10-K
(File
No. 001-33130)
for the year ended December 31, 2006 filed with the
Securities and Exchange Commission on March 29, 2007 and
incorporated herein by reference).
10
.2
Employment Agreement between Triangle Capital Corporation and
Brent P.W. Burgess dated February 21, 2007 (Filed as
Exhibit 10.2 to the Registrants Annual Report on
Form 10-K
(File
No. 001-33130)
for the year ended December 31, 2006 filed with the
Securities and Exchange Commission on March 29, 2007 and
incorporated herein by reference).
10
.3
Employment Agreement between Triangle Capital Corporation and
Steven C. Lilly dated February 21, 2007 (Filed as
Exhibit 10.3 to the Registrants Annual Report on
Form 10-K
(File
No. 001-33130)
for the year ended December 31, 2006 filed with the
Securities and Exchange Commission on March 29, 2007 and
incorporated herein by reference).
10
.4
Employment Agreement between Triangle Capital Corporation and
Tarlton H. Long dated February 21, 2007 (Filed as
Exhibit 10.4 to the Registrants Annual Report on
Form 10-K
(File
No. 001-33130)
for the year ended December 31, 2006 filed with the
Securities and Exchange Commission on March 29, 2007 and
incorporated herein by reference).
57
Table of Contents
10
.5
Employment Agreement between Triangle Capital Corporation and
David F. Parker dated February 21, 2007 (Filed as
Exhibit 10.5 to the Registrants Annual Report on
Form 10-K
(File
No. 001-33130)
for the year ended December 31, 2006 filed with the
Securities and Exchange Commission on March 29, 2007 and
incorporated herein by reference).
10
.6
Triangle Capital Corporation 2007 Equity Incentive Plan (Filed
as Exhibit (i) to the Registrants pre-effective
amendment to the Registration Statement on
Form N-2/N-5
(File
No. 333-138418)
filed with the Securities and Exchange Commission on
February 13, 2007 and incorporated herein by reference).
10
.7
Form of Triangle Capital Corporation Amended and Restated 2007
Equity Incentive Plan.
10
.8
Custodian Agreement with U.S. Bank National Association (Filed
as Exhibit 10.7 to the Registrants Annual Report on
Form 10-K
(File
No. 001-33130)
for the year ended December 31, 2006 filed with the
Securities and Exchange Commission on March 29, 2007 and
incorporated herein by reference).
10
.9
Amendment to Custody Agreement between the Registrant and U.S.
Bank National Association dated February 5, 2008.
10
.10
Sublease Assignment and Assumption of Assignors Interest
dated January 17, 2007 (Filed as Exhibit 10.8 to the
Registrants Annual Report on
Form 10-K
(File
No. 001-33130)
for the year ended December 31, 2006 filed with the
Securities and Exchange Commission on March 29, 2007 and
incorporated herein by reference).
10
.11
Stock Transfer Agency Agreement between Triangle Capital
Corporation and The Bank of New York.
14
.1
Code of Conduct (Filed as Exhibit 14.1 to the
Registrants Annual Report on
Form 10-K
(File
No. 001-33130)
for the year ended December 31, 2006 filed with the
Securities and Exchange Commission on March 29, 2007 and
incorporated herein by reference).
21
.1
List of Subsidiaries.
23
.1
Consent of Ernst & Young LLP.
31
.1
Chief Executive Officer Certification Pursuant to
Rule 13a-14
of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31
.2
Chief Financial Officer Certification Pursuant to
Rule 13a-14
of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32
.1
Chief Executive Officer Certification pursuant to
Section 1350, Chapter 63 of Title 18, United
States Code, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32
.2
Chief Financial Officer Certification pursuant to
Section 1350, Chapter 63 of Title 18, United
States Code, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Management contract or compensatory plan or arrangement.
(b)
Exhibits
(c)
Financial
Statement Schedules
Table of Contents
By:
Title:
President, Chief Executive Officer and Chairman of the Board of
Directors
President, Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
March 12, 2008
Chief Financial Officer, Treasurer, Secretary and Director
(Principal Financial Officer)
March 12, 2008
Controller (Principal Accounting Officer)
March 12, 2008
Chief Investment Officer and Director
March 12, 2008
Director
March 12, 2008
Director
March 12, 2008
Director
March 12, 2008
Director
March 12, 2008
Director
March 12, 2008
59
Table of Contents
Page
F-1
F-2
F-3
F-4
F-5
F-6
F-10
F-13
Table of Contents
F-1
Table of Contents
F-2
Table of Contents
Years Ended December 31,
2007
2006
2005
(Consolidated)
(Combined)
(Combined)
$
6,258,670
$
4,488,831
$
4,125,584
1,808,664
638,318
459,810
1,323,876
293,532
39,850
9,391,210
5,420,681
4,625,244
871,184
815,408
962,121
225,622
40,208
243,663
424,308
166,690
23,642
1,521,114
1,022,306
1,229,426
1,823,519
279,817
108,493
12,735,843
6,722,804
5,963,163
2,073,311
1,833,458
1,543,378
112,660
99,920
89,970
232,423
1,589,070
1,573,602
3,894,240
115,040
57,991
6,312,634
3,637,488
3,264,941
6,423,209
3,085,316
2,698,222
(759,634
)
6,026,948
(3,500,000
)
141,014
3,061,107
(414,924
)
3,975,000
2,442,487
5,612,024
475,000
52,598
$
8,813,098
$
8,697,340
$
3,173,222
$
0.95
N/A
N/A
$
1.31
N/A
N/A
$
0.98
N/A
N/A
6,728,733
N/A
N/A
N/A
$
1,739,386
$
634,644
N/A
$
6,957,954
$
2,538,578
F-3
Table of Contents
Investment
Accumulated
Net
Capital
Income in
Realized
Unrealized
General
Limited
Contribution
Common Stock
Additional
Excess of
Gains
Appreciation
Total
Partners
Partners
Commitment
Number of
Par
Paid in
(Less Than)
(Losses) on
(Depreciation) of
Net
Capital
Capital
Receivable
Shares
Value
Capital
Distributions
Investments
Investments
Assets
$
100
$
21,250,000
$
(13,812,500
)
$
$
$
(1,208,775
)
$
$
(1,225,000
)
$
5,003,825
3,187,500
3,187,500
2,698,222
2,698,222
(3,500,000
)
(3,500,000
)
3,975,000
3,975,000
$
100
$
21,250,000
$
(10,625,000
)
$
$
$
1,489,447
$
(3,500,000
)
$
2,750,000
$
11,364,547
10,625,000
10,625,000
3,085,316
3,085,316
6,026,948
6,026,948
(414,924
)
(414,924
)
(3,004,628
)
(2,526,948
)
(5,531,576
)
100
1,500
1,500
$
100
$
21,250,000
$
100
$
$
1,500
$
1,570,135
$
$
2,335,076
$
25,156,811
4,770,000
4,770
64,723,267
64,728,037
(100
)
(21,250,000
)
1,916,660
1,917
21,248,183
6,423,209
6,423,209
(618,620
)
1,111,306
492,686
1,949,801
1,949,801
(52,598
)
(52,598
)
(649,856
)
649,856
117,103
117
1,626,095
(6,631,758
)
(5,005,546
)
(220,047
)
(220,047
)
$
$
$
6,803,863
$
6,804
$
86,949,189
$
1,738,797
$
(618,620
)
$
5,396,183
$
93,472,353
F-4
Table of Contents
Years Ended December 31,
2007
2006
2005
(Consolidated)
(Combined)
(Combined)
$
8,813,098
$
8,697,340
$
3,173,222
(64,159,172
)
(21,458,478
)
(29,125,000
)
10,470,803
9,965,446
12,202,510
1,272,002
607,794
1,083,600
618,620
(6,026,948
)
3,500,000
(4,821,366
)
414,923
(3,975,000
)
1,760,259
(1,280,950
)
(578,724
)
47,748
112,660
99,920
89,970
(677,615
)
(435,492
)
(1,018,965
)
(205,725
)
(169,036
)
(93,272
)
7,814
(170,340
)
(85,236
)
48,859
(47,477
)
349,239
781,757
13,226
92,439
40,228
335,696
52,598
(30,000
)
30,000
(47,843,113
)
(8,116,506
)
(13,717,406
)
(41,980
)
(41,980
)
5,210,000
14,100,000
(126,342
)
(352,500
)
1,500
64,728,037
1,020,646
(1,020,646
)
10,625,000
3,187,500
(2,964,387
)
(751,613
)
(5,000,010
)
67,116,341
4,605,844
16,935,000
19,231,248
(3,510,662
)
3,217,594
2,556,502
6,067,164
2,849,570
$
21,787,750
$
2,556,502
$
6,067,164
$
1,980,872
$
1,793,230
$
1,208,000
$
2,041,159
$
$
$
$
531,566
$
F-5
Table of Contents
Type of
Principal
Fair
Amount
Cost
Value(3)
Specialty Trade
Contractors
Subordinated Note
(12%, Due 03/11)
$
3,144,654
$
3,042,889
$
3,042,889
Subordinated Note
(14%, Due 03/11)
1,872,075
1,872,075
1,872,075
Common Stock
Warrants (455 shares)
142,361
929,700
5,016,729
5,057,325
5,844,664
Commercial and
Consumer
Marketing Products
Subordinated Note
(14%, Due 03/13)
4,315,262
4,292,325
4,292,325
Unit purchase warrant
(87,302 Class C units)
25,200
199,000
4,315,262
4,317,525
4,491,325
Retail, Wholesale
and Distribution
Subordinated Note
(14%, Due 01/10)
2,441,824
2,422,091
2,422,091
Membership unit
warrants (15% of units
(150 units))
40,800
9,800
2,441,824
2,462,891
2,431,891
Auto Components/
Metal Fabrication
Subordinated Note
(17%, Due 03/12)
3,828,527
3,828,527
3,828,527
Common Stock
(200 shares)
200,000
3,828,527
4,028,527
3,828,527
Plastic Component
Manufacturing
Subordinated Note
(14%, Due 10/11)
1,500,000
1,412,046
1,412,046
Common Stock
Warrants (12% of
common stock)
108,534
1,500,000
1,520,580
1,412,046
Specialty Healthcare
Products Manufacturer
Subordinated Note
(16%, Due 03/10)
4,976,360
4,976,360
4,976,360
Royalty rights
197,900
4,976,360
4,976,360
5,174,260
Data Center
Services Provider
Senior Note
(9%, Due 07/13)
4,382,257
4,382,257
4,382,257
2nd Lien Note
(12%, Due 01/14)
907,663
907,663
907,663
Revolving Line of
Credit (9)%
70,880
70,880
70,880
5,360,800
5,360,800
5,360,800
Satellite
Communication
Manufacturer
Common Stock
(210,263 shares)
101,500
576,400
101,500
576,400
F-6
Table of Contents
Type of
Principal
Fair
Amount
Cost
Value(3)
Specialty Health
Care Services
Subordinated Note
(13%, Due 03/11)
$
1,000,000
$
958,715
$
958,715
Common Stock
Warrants (6% of
common stock)
55,268
7,400
Common Stock
(30 shares)
30,000
1,900
1,000,000
1,043,983
968,015
Machined Parts
Distribution
Subordinated Note
(14.5%, Due 10/12)
3,265,142
3,265,142
3,265,142
Junior Subordinated
Note (8%, Due 10/12)
207,667
207,667
207,667
3,472,809
3,472,809
3,472,809
Commercial Printing
Services
Senior Note
(9%, Due 10/12)
1,920,000
1,920,000
1,920,000
Senior Note
(13%, Due 10/13)
2,000,000
2,000,000
2,000,000
2nd Lien Note
(18%, Due 4/14)
3,145,481
3,145,481
3,145,481
7,065,481
7,065,481
7,065,481
Specialty Trade
Contractors
Subordinated Notes
(13% 17.5%, Due 04/11)
2,517,986
2,517,986
2,517,986
Common Stock
(250 shares)
250,000
41,700
2,517,986
2,767,986
2,559,686
Specialty Chemical
Manufacturer
Subordinated Note
(12.5%, Due 09/09)
3,750,000
3,750,000
3,750,000
Preferred Stock
(9,875 shares)
308,333
1,074,100
3,750,000
4,058,333
4,824,100
Restaurant
2nd Lien Note
(13%, Due 12/11)
3,000,000
3,000,000
3,000,000
Membership Units
(5,000 units)
500,000
446,600
3,000,000
3,500,000
3,446,600
Specialty Woven
Fabrics
Manufacturer
Subordinated Note
(14%, Due 08/11)
3,114,063
3,057,349
3,057,349
Common Stock
Warrants (56,559 shares)
83,414
84,500
3,114,063
3,140,763
3,141,849
Municipal Business
Services
Subordinated Note
(12%, Due 03/11)
2,000,000
1,960,528
1,960,528
Common Stock
Warrants (112 shares)
58,995
594,300
2,000,000
2,019,523
2,554,828
Specialty Chemical
Manufacturer
Senior Note
(9%, Due 08/12-02/14)
4,932,500
4,932,500
4,932,500
Common Units
(2,114 units)
1,000,000
1,000,000
4,932,500
5,932,500
5,932,500
Table of Contents
Type of
Principal
Fair
Amount
Cost
Value(3)
Consumer Home
Furnishings
Manufacturer
Subordinated Note
(13%, Due 04/14)
$
4,500,000
$
4,500,000
$
4,500,000
Senior Note
(8%, Due 04/13)
1,492,500
1,492,500
1,492,500
5,992,500
5,992,500
5,992,500
64,284,841
66,819,386
69,078,281
Industrial
Equipment
Manufacturer
Subordinated Note
(14%, Due 01/11)
2,081,321
2,081,321
2,081,321
Common Stock
(34,100 shares)
200,000
543,600
Common Stock
Warrant
(1,000 shares)
12,200
2,081,321
2,281,321
2,637,121
Brantley Transportation, LLC
(Brantley Transportation) and Pine
Street Holdings, LLC (Pine Street)(4) (4%)*
Oil and Gas
Services
Subordinated Note
Brantley Transportation
(14%, Due 12/12)
3,800,000
3,770,482
3,770,482
Common Unit
Warrants Brantley
Transportation (4,560
common units)
33,600
33,600
Preferred Units Pine
Street (200 units)
200,000
200,000
Common Unit
Warrants Pine Street
(2,220 units)
3,800,000
4,004,082
4,004,082
Custom Forging
and Fastener
Supplies
Subordinated Note
(15%, Due 12/13)
10,009,167
10,009,167
10,009,167
Class A Units
(1,000,000 units)
1,000,000
1,000,000
10,009,167
11,009,167
11,009,167
Energy Products
and Services
Subordinated Note
(15%, Due 04/12)
6,129,723
6,129,723
6,129,723
Class A Units
(500,000 units)
500,000
500,000
6,129,723
6,629,723
6,629,723
Table of Contents
Type of
Principal
Fair
Amount
Cost
Value(3)
Lab Testing
Services
Genapure Common
Stock (4,286 shares)
$
$
500,000
$
675,122
Genpref Preferred
Stock (455 shares)
63,602
85,878
563,602
761,000
22,020,211
24,487,895
25,041,093
Remediation
Services
Subordinated Note
(19%, Due 11/10)
2,403,521
2,403,521
2,403,521
Membership Units
(3,000 units)
175,000
118,700
2,403,521
2,578,521
2,522,221
Packaging and
Materials Handling
Subordinated Note
(16.5%, Due 05/13)
8,660,723
8,660,723
8,660,723
Equipment
Manufacturer
Membership Units
(4,200,000 units)
4,200,000
4,200,000
8,660,723
12,860,723
12,860,723
Metal Fabrication
Membership Units
(4,730 units)
471,254
4,871,900
471,254
4,871,900
11,064,244
15,910,498
20,254,844
$
97,369,296
$
107,217,779
$
114,374,218
*
Value as a percent of net assets
(1)
All debt investments are income producing. Common stock,
preferred stock and all warrants are non income
producing.
(2)
Interest rates on subordinated debt include cash interest rate
and paid - in - kind interest rate.
(3)
All investments are restricted as to resale and were valued at
fair value as determined in good faith by the Board of Directors.
(4)
Pine Street Holdings, LLC is the majority owner of Brantley
Transportation, LLC and its sole business purpose is its
ownership of Brantley Transportation, LLC.
(5)
Genpref is the sole owner of Genapures preferred stock and
its sole business purpose is its ownership of Genapures
preferred stock.
Table of Contents
Type of
Principal
Fair
Amount
Cost
Value(3)
Airline Services
Subordinated Note
(12%, Due 06/09)
$
4,226,813
$
4,010,000
$
4,010,000
Common Stock
Warrants
(1,238,843 shares)
414,285
551,385
4,226,813
4,424,285
4,561,385
Specialty Trade
Contractors
Subordinated Notes
(12% 13%, Due
03/09 3/11)
4,000,000
3,874,015
3,874,015
Common Stock
Warrants
(455 shares)
142,361
142,361
4,000,000
4,016,376
4,016,376
Retail, Wholesale
and Distribution
Subordinated Note
(14%, Due 01/10)
2,680,155
2,652,414
2,652,414
Membership unit
warrants (15% of units
(150 units))
40,800
40,800
2,680,155
2,693,214
2,693,214
Auto Components/
Metal Fabrication
Subordinated Note
(17%, Due 03/12)
3,640,439
3,640,439
3,640,439
Common Stock
(200 shares)
200,000
200,000
3,640,439
3,840,439
3,840,439
Plastic Component
Manufacturing
Subordinated Note
(14%, Due 10/11
1,500,000
1,395,305
1,395,305
Common Stock
Warrants (12% of
common stock)
108,534
108,534
1,500,000
1,503,839
1,503,839
Specialty Healthcare
Products
Manufacturer
Subordinated Note
(16%, Due 03/10)
4,683,376
4,683,376
4,683,376
Royalty rights
250,000
4,683,376
4,683,376
4,933,376
Satellite
Communication
Manufacturer
Common Stock
(210,263 shares)
101,500
2,070,000
101,500
2,070,000
Specialty Health
Care Services
Subordinated Note
(13%, Due 03/11)
1,000,000
949,099
949,099
Common Stock
Warrants (6% of
common stock)
55,268
94,267
Common Stock
(30 shares)
30,000
51,100
1,000,000
1,034,367
1,094,466
F-10
Table of Contents
Type of
Principal
Fair
Amount
Cost
Value(3)
Specialty Trade
Contractors
Subordinated Notes
(13% 17.5%,
Due 04/11)
$
2,713,460
$
2,713,460
$
2,713,460
Common Stock
(250 shares)
250,000
250,000
2,713,460
2,963,460
2,963,460
Specialty Chemical
Manufacturer
Subordinated Note
(12.5%, Due 09/09)
3,750,000
3,750,000
3,750,000
Preferred Stock
(9,875 shares)
308,333
829,633
3,750,000
4,058,333
4,579,633
Restaurant
Subordinated Note
(12.8%, Due 12/11)
3,000,000
3,000,000
3,000,000
Membership Units
(5,000 units)
500,000
673,700
3,000,000
3,500,000
3,673,700
Specialty Woven
Fabrics
Manufacturer
Subordinated Note
(14%, Due 08/11)
3,052,167
2,981,184
2,981,184
Common Stock
Warrants
(56,559 shares)
83,414
83,414
3,052,167
3,064,598
3,064,598
Municipal Business
Services
Subordinated Note
(12%, Due 03/11)
2,000,000
1,950,190
1,950,190
Common Stock
Warrants
(112 shares)
58,995
189,895
2,000,000
2,009,185
2,140,085
Consumer Products
Manufacturer
Subordinated Note
(13%, Due 12/10)
2,700,000
2,700,000
1,235,777
Common Stock
Warrants
(238 shares)
2,700,000
2,700,000
1,235,777
38,946,410
40,592,972
42,370,348
Industrial Equipment
Manufacturer
Subordinated Note
(14%, Due 01/11)
2,039,575
2,039,575
2,039,575
Common Stock
(34,100 shares)
200,000
541,700
2,039,575
2,239,575
2,581,275
Table of Contents
Type of
Principal
Fair
Amount
Cost
Value(3)
Oil and Gas
Services
Subordinated Note
Brantley Transportation
(14%, Due 12/12)
$
3,800,633
$
3,767,033
$
3,767,033
Common Unit
Warrants Brantley
Transportation (4,560
common units)
33,600
33,600
Preferred Units
Pine Street
(200 units)
200,000
200,000
Common Unit
Warrants Pine
Street (2,220 units)
3,800,633
4,000,633
4,000,633
Lab Testing Services
Common Stock
(4,286 shares)
500,000
500,000
500,000
500,000
Metal Fabrication
Subordinated Note
(12%, Due 06/10)
2,410,000
2,242,083
2,242,083
Membership Units
(980 units)
250,000
142,150
Membership
Warrants
(3,750 Units)
221,154
545,004
2,410,000
2,713,237
2,929,237
8,250,208
9,453,445
10,011,145
Remediation Services
Subordinated Note
(19%, Due 11/10)
2,439,935
2,439,935
2,439,935
Membership Units
(3,000 units)
175,000
175,000
2,439,935
2,614,935
2,614,935
2,439,935
2,614,935
2,614,935
$
49,636,553
$
52,661,352
$
54,996,428
*
Value as a percent of net assets
(1)
All debt and preferred stock investments are income producing.
Common stock and all warrants are non - income producing.
(2)
Interest rates on Subordinated debt include cash interest rate
and paid - in - kind interest rate.
(3)
All investments are restricted as to resale and were valued at
fair value as determined in good faith by the Board of Directors.
(4)
Does not include a warrant to purchase 1,000 shares of
Axxiom Manufacturing, Inc.s common stock which was held by
the Fund upon completion of the formation transactions described
in Note 1.
(5)
Pine Street Holdings, LLC is the majority owner of Brantley
Transportation, LLC and its sole business purpose is its
ownership of Brantley Transportation, LLC.
Table of Contents
1.
Organization,
Basis of Presentation and Summary of Significant Accounting
Policies
The Company acquired 100% of the limited partnership interests
in the Fund in exchange for approximately 1.9 million
shares of the Companys common stock. The Fund became a
wholly owned subsidiary of the Company, retained its license
under the authority of the United States Small Business
Administrations (SBA) to operate as a Small Business
Investment Company (SBIC) and continues to hold its
existing investments and make new investments with the proceeds
of the Offering; and
The Company acquired 100% of the equity interests in TML, and
the management agreement between the Fund and Triangle Capital
Partners, LLC was terminated.
F-13
Table of Contents
F-14
Table of Contents
F-15
Table of Contents
F-16
Table of Contents
F-17
Table of Contents
F-18
Table of Contents
F-19
Table of Contents
2.
Investments
Percentage of
Percentage of
Cost
Total Portfolio
Fair Value
Total Portfolio
$
82,171,781
76
%
$
82,171,781
72
%
14,798,137
14
14,798,137
13
9,699,689
9
15,335,900
13
548,172
1
1,870,500
2
197,900
$
107,217,779
100
%
$
114,374,218
100
%
$
48,788,108
93
%
$
47,323,885
86
%
2,714,833
5
5,633,283
10
1,158,411
2
1,789,260
3
250,000
1
$
52,661,352
100
%
$
54,996,428
100
%
3.
Long -
Term Debt
Prioritized
December 31,
December 31,
Maturity Date
Return Rate
2007
2006
September 1, 2014
5.539
%
$
8,700,000
$
8,700,000
March 1, 2015
5.893
%
13,600,000
13,600,000
September 1, 2015
5.796
%
9,500,000
9,500,000
March 1, 2017
6.231
%
4,000,000
March 1, 2018
6.031
%
1,210,000
$
37,010,000
$
31,800,000
F-20
Table of Contents
4.
Income
Taxes
$
649,856
$
(649,856
)
F-21
Table of Contents
$
5,993,469
638,289
$
6,631,758
(a)
Ordinary income is reported on
form 1099-DIV
as non-qualified.
$
(618,620
)
1,834,692
34,166
5,266,122
$
6,516,360
5.
Equity
Compensation Plan
6.
Commitments
and Contingencies
F-22
Table of Contents
7.
Financial
Highlights
Year Ended December 31,
2007
2006(1)
2005(1)
2004(1)
2003(1)
(Consolidated)
(Combined)
(Combined)
(Combined)
(Combined)
$
13.44
N/A
N/A
N/A
N/A
0.96
N/A
N/A
N/A
N/A
(0.09
)
N/A
N/A
N/A
N/A
0.45
N/A
N/A
N/A
N/A
1.32
N/A
N/A
N/A
N/A
(0.98
)
N/A
N/A
N/A
N/A
0.24
N/A
N/A
N/A
N/A
(0.03
)
N/A
N/A
N/A
N/A
(0.01
)
N/A
N/A
N/A
N/A
(0.24
)
N/A
N/A
N/A
N/A
$
13.74
N/A
N/A
N/A
N/A
$
12.40
N/A
N/A
N/A
N/A
6,803,863
N/A
N/A
N/A
N/A
$
93,472,353
$
25,156,811
$
11,364,547
$
5,003,825
$
2,928,045
$
92,765,399
$
20,447,456
$
7,654,010
$
5,104,796
$
1,129,026
7
%
18
%
43
%
40
%
107
%
7
%
15
%
35
%
(1
)%
(104
)%
N/A
100
%
50
%
35
%
20
%
13
%
7
%
39
%
0
%
0
%
(11
)%
18
%
4
%
(29
)%
57
%
(1)
Per share data for the years ended December 31, 2006, 2005,
2004 and 2003 is not presented as there were no shares of
Triangle Capital Corporation outstanding during the period.
(2)
Net asset value as of January 1, 2007 and average net
assets for the year ended December 31, 2007 are presented
as if the Offering and Formation Transactions had occurred on
January 1, 2007. See Note 1 for a further description
of the basis of presentation of the Companys financial
statements.
(3)
Weighted average basic per share data.
(4)
Represents the impact of the different share amounts used in
calculating per share data as a result of calculating certain
per share data based upon the weighted average basic shares
outstanding during the period and certain per share data based
on the shares outstanding as of a period end or transaction date.
(5)
Represents the closing price of the Companys common stock
on the last day of the period.
(6)
The total return for the year ended December 31, 2007
equals the change in the ending market value of the
Companys common stock from the Offering price of $15.00
per share plus dividends declared per share during the period,
divided by the Offering price. Total return is not annualized.
F-23
Table of Contents
8.
Selected
Quarterly Financial Data (Unaudited)
Quarter Ended
March 31,
June 30,
September 30,
December 31,
2007
2007
2007
2007
$
2,112,116
$
3,287,224
$
3,594,287
$
3,742,216
804,730
1,643,998
1,992,001
1,982,480
1,065,835
2,230,084
3,366,681
2,150,498
$
0.12
$
0.25
$
0.30
$
0.29
Quarter Ended
March 31,
June 30,
September 30,
December 31,
2006
2006
2006
2006
$
1,401,965
$
1,898,543
$
1,713,483
$
1,708,813
505,638
994,711
830,057
754,910
505,638
4,190,320
1,058,757
2,942,626
9.
Subsequent
Events
F-24
Table of Contents
Exhibit
2
.1
Agreement and Plan of Merger, dated as of November 2, 2006, by
and among Triangle Capital Corporation, New Triangle GP, LLC,
and Triangle Mezzanine LLC (Filed as Exhibit (k)(7) to the
Registrants Registration Statement on Form N-2/N-5 (File
No. 333-138418) filed with the Securities and Exchange
Commission on November 3, 2006 and incorporated herein by
reference).
2
.2
Agreement and Plan of Merger, dated as of November 2, 2006, by
and among Triangle Capital Corporation, TCC Merger Sub, LLC and
Triangle Mezzanine Fund LLLP (Filed as Exhibit (k)(8) to the
Registrants Registration Statement on Form N-2/N-5 (File
No. 333-138418) filed with the Securities and Exchange
Commission on November 3, 2006 and incorporated herein by
reference).
3
.1
Articles of Amendment and Restatement of the Registrant (Filed
as Exhibit (a)(3) to the Registrants Registration
Statement on Form N-2/N-5 (File No. 333-138418) filed with the
Securities and Exchange Commission on December 29, 2006 and
incorporated herein by reference).
3
.2
Certificate of Limited Partnership of Triangle Mezzanine Fund
LLLP (Filed as Exhibit (a)(4) to the Registrants
Registration Statement on Form N-2/N-5 (File No. 333-138418)
filed with the Securities and Exchange Commission on February
13, 2007 and incorporated herein by reference).
3
.3
Second Amended and Restated Agreement of Limited Partnership of
Triangle Mezzanine Fund LLLP (Filed as Exhibit 3.4 to the
Registrants Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 11, 2007 and
incorporated herein by reference).
3
.4
Amended and Restated Bylaws of the Registrant (Filed as Exhibit
(b) to the Registrants Registration Statement on Form
N-2/N-5 (File No. 333-138418) filed with the Securities and
Exchange Commission on December 29, 2006 and incorporated herein
by reference).
4
.1
Form of Common Stock Certificate (Filed as Exhibit (d) to the
Registrants post -effective amendment to the Registration
Statement on Form N-2/N-5 (File No. 333-138418) filed with the
Securities and Exchange Commission on February 15, 2007 and
incorporated herein by reference).
4
.2
Triangle Capital Corporation Dividend Reinvestment Plan.
10
.1
Employment Agreement between Triangle Capital Corporation and
Garland S. Tucker, III dated February 21, 2007 (Filed as
Exhibit 10.1 to the Registrants Annual Report on Form 10-K
(File No. 001-33130) for the year ended December 31, 2006 filed
with the Securities and Exchange Commission on March 29, 2007
and incorporated herein by reference).
10
.2
Employment Agreement between Triangle Capital Corporation and
Brent P.W. Burgess dated February 21, 2007 (Filed as Exhibit
10.2 to the Registrants Annual Report on Form 10-K (File
No. 001-33130) for the year ended December 31, 2006 filed with
the Securities and Exchange Commission on March 29, 2007 and
incorporated herein by reference).
10
.3
Employment Agreement between Triangle Capital Corporation and
Steven C. Lilly dated February 21, 2007 (Filed as Exhibit
10.3 to the Registrants Annual Report on Form 10-K (File
No. 001-33130) for the year ended December 31, 2006 filed with
the Securities and Exchange Commission on March 29, 2007 and
incorporated herein by reference).
10
.4
Employment Agreement between Triangle Capital Corporation and
Tarlton H. Long dated February 21, 2007 (Filed as Exhibit
10.4 to the Registrants Annual Report on Form 10-K (File
No. 001-33130) for the year ended December 31, 2006 filed with
the Securities and Exchange Commission on March 29, 2007 and
incorporated herein by reference).
10
.5
Employment Agreement between Triangle Capital Corporation and
David F. Parker dated February 21, 2007 (Filed as Exhibit 10.5
to the Registrants Annual Report on Form 10-K (File No.
001-33130)
for the year ended December 31, 2006 filed with the Securities
and Exchange Commission on March 29, 2007 and incorporated
herein by reference).
10
.6
Triangle Capital Corporation 2007 Equity Incentive Plan (Filed
as Exhibit (i) to the Registrants pre-effective amendment
to the Registration Statement on Form N-2/N-5 (File No.
333-138418) filed with the Securities and Exchange Commission on
February 13, 2007 and incorporated herein by reference).
10
.7
Form of Triangle Capital Corporation Amended and Restated 2007
Equity Incentive Plan.
10
.8
Custodian Agreement with U.S. Bank National Association (Filed
as Exhibit 10.7 to the Registrants Annual Report on Form
10-K (File No. 001-33130) for the year ended December 31, 2006
filed with the Securities and Exchange Commission on March 29,
2007 and incorporated herein by reference).
Table of Contents
Exhibit
10
.9
Amendment to Custody Agreement between the Registrant and U.S.
Bank National Association dated February 5, 2008.
10
.10
Sublease Assignment and Assumption of Assignors Interest
dated January 17, 2007 (Filed as Exhibit 10.8 to the
Registrants Annual Report on Form 10-K (File No.
001-33130) for the year ended December 31, 2006 filed with the
Securities and Exchange Commission on March 29, 2007 and
incorporated herein by reference).
10
.11
Stock Transfer Agency Agreement between Triangle Capital
Corporation and The Bank of New York.
14
.1
Code of Conduct (Filed as Exhibit 14.1 to the Registrants
Annual Report on Form 10-K (File No. 001-33130) for the year
ended December 31, 2006 filed with the Securities and Exchange
Commission on March 29, 2007 and incorporated herein by
reference).
21
.1
List of Subsidiaries.
23
.1
Consent of Ernst & Young LLP.
31
.1
Chief Executive Officer Certification Pursuant to Rule 13a-14 of
the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31
.2
Chief Financial Officer Certification Pursuant to Rule 13a-14 of
the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32
.1
Chief Executive Officer Certification pursuant to Section 1350,
Chapter 63 of Title 18, United States Code, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
32
.2
Chief Financial Officer Certification pursuant to Section 1350,
Chapter 63 of Title 18, United States Code, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
1
2
3
1
2
3
4
5
6
7
8
9
10
11
12
1
2
By: |
/s/ Garland
S. Tucker, III
Its: President and CEO |
By: |
/s/ Patricia
Bonnemere
Its: Vice President |
3
1
2
3
4
5
6
7
8
9
10
Attest:
|
TRIANGLE CAPITAL CORPORATION | |
/s/ Sheri
Colquitt
|
By:
/s/ Garland
S. Tucker, III
|
|
|
|
|
Name: Garland S. Tucker, III | ||
Title: President and CEO | ||
Attest:
|
THE BANK OF NEW YORK | |
/s/ Doug
DiToro
|
By:
/s/ John
Sivertson
|
|
|
|
|
Name: John Sivertson | ||
Title: Vice President |
11
12