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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2013
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Maryland
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06-1798488
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3700 Glenwood Avenue, Suite 530
Raleigh, North Carolina
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27612
(Zip Code)
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(Address of principal executive offices)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.001 per share
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The New York Stock Exchange
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7.00% Notes Due 2019
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The New York Stock Exchange
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6.375% Notes Due 2022
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The New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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•
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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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Focusing on Underserved Markets.
The lower middle market has traditionally been underserved. We believe that operating margin and growth pressures, as well as regulatory concerns, have caused financial institutions to de-emphasize services to lower middle market companies in favor of larger corporate clients and more liquid 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.
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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 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.
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Leveraging the Experience of Our Management Team.
Our senior management team has extensive 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, 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 the lower middle market companies in which we invest. We believe this understanding allows us to select and structure better investments and to efficiently monitor and provide managerial assistance to our portfolio companies.
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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 company’s competitive position, financial performance, management team operating discipline, growth potential and industry attractiveness, which we believe allows us to better assess the company’s 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 company’s financial performance with management in addition to participating in 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.
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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.
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Financing Our Investment Portfolio with Long-Term Capital.
In addition to proceeds from sales of shares of our common stock and proceeds from issuance of SBA-guaranteed debentures by our SBIC subsidiaries, we have outstanding unsecured notes with original terms of seven to ten years.
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Maintaining Portfolio Diversification.
While we focus our investments in lower middle market companies, we seek to invest across various industries. We monitor our investment portfolio to ensure we have acceptable industry balance, using industry and market metrics as key indicators. By monitoring our investment portfolio for industry balance, 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.
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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 $3.0 million. We do not invest in start-up companies, distressed situations, “turn-around” situations or companies that we believe have unproven business plans.
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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 essential to the long-term success of the portfolio company. We believe management teams with these attributes are more likely to manage the companies in a manner that protects our debt investment and enhances the value of our equity investment.
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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.
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Varied Customer and Supplier Bases.
We prefer to invest in companies that have varied customer and supplier bases. Companies with varied customer and supplier bases are generally better able to endure economic downturns, industry consolidation and shifting customer preferences.
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Significant Invested Capital.
We believe the existence of significant underlying equity value provides important support to investments. We look for portfolio companies that we believe have sufficient value beyond the layer of the capital structure in which we invest.
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Origination
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Due Diligence and Underwriting
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Approval
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Documentation and Closing
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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;
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the competitive landscape surrounding the potential investment;
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strengths and weaknesses of the potential investment’s business strategy and industry;
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results of a broad qualitative analysis of the company’s management team, products or services, market position, market dynamics and customers and suppliers; and
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potential investment structures, certain financing ratios and investment pricing terms.
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monthly and quarterly reviews of actual financial performance versus the corresponding period of the prior year and financial projections;
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monthly and quarterly monitoring of all financial and other covenants;
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reviews of senior lender loan compliance certificates, where applicable;
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quarterly reviews of operating results and general business performance, including the preparation of a portfolio monitoring report which is distributed to members of our investment committee;
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periodic face-to-face meetings with management teams and financial sponsors of portfolio companies;
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attendance at portfolio company board meetings through board seats or observation rights; and
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application of our investment rating system to each investment.
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Investment
Rating
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Description
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10
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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.
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9
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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.
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8
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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.
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7
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Investment is performing above original expectations and possibly 11.0% to 20.0% 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.
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6
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Investment is performing above original expectations and possibly 5.0% to 10.0% 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.
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5
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Investment is performing in line with original expectations. Full return of principal and interest is expected. Depending on age of transaction, potential for capital gain may be expected.
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4
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Investment is performing below original expectations, but no covenant defaults have occurred. Full return of principal and interest is expected. Potential for capital gain may still be expected.
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3
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Investment is in default of transaction covenants but interest payments are current. No loss of principal is expected.
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2
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Investment is in default of transaction covenants and interest (and possibly principal) payments are not current. A principal loss of between 1.0% and 33.0% is expected.
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1
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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.
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0
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Investment is in default and a principal loss of between 68.0% and 100.0% is expected.
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financial standing of the issuer of the security;
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comparison of the business and financial plan of the issuer with actual results;
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the size of the security held as it relates to the liquidity of the market for such security;
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pending reorganization activity affecting the issuer, such as merger or debt restructuring;
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ability of the issuer to obtain needed financing;
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changes in the economy affecting the issuer;
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financial statements and reports from portfolio company senior management and ownership;
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the type of security, the security’s cost at the date of purchase and any contractual restrictions on the disposition of the security;
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information as to any transactions or offers with respect to the security and/or sales to third parties of similar securities;
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the issuer’s ability to make payments and the type of collateral;
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the current and forecasted earnings of the issuer;
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statistical ratios compared to lending standards and to other similar securities;
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pending public offering of common stock by the issuer of the security;
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special reports prepared by analysts; and
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any other factors we deem pertinent with respect to a particular investment.
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We report our investments at market value or fair value with changes in value reported through our statements of operations.
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We intend to distribute substantially all of our income to our stockholders. 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).
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Our ability to use leverage as a means of financing our portfolio of investments is limited.
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We are required to comply with the provisions of the 1940 Act applicable to business development companies.
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pursuant to Rule 13a-14 of the Exchange Act, our Chief Executive Officer and Chief Financial Officer are required to certify the accuracy of the financial statements contained in our periodic reports;
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pursuant to Item 307 of Regulation S-K, our periodic reports are required to disclose our conclusions about the effectiveness of our disclosure controls and procedures;
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pursuant to Rule 13a-15 of the Exchange Act, our management is required to prepare a report regarding its assessment of our internal control over financial reporting, and separately, our independent registered public accounting firm audits our internal controls over financial reporting; and
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pursuant to Item 308 of Regulation S-K and Rule 13a-15 of the Exchange Act, our periodic reports must disclose whether there were significant changes in our internal control over financial reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
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a citizen or individual resident of the United States;
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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 state thereof or the District of Columbia;
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an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
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a trust if (i) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in place to be treated as a U.S. person.
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meet the Annual Distribution Requirement;
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qualify to be treated as a BDC or be registered as a management investment company under the 1940 Act at all times during each taxable year;
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derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock or other securities or foreign currencies or other income derived with respect to our business of investing in such stock, securities or currencies and net income derived from an interest in a “qualified publicly traded partnership” (as defined in the Code), or the 90% Income Test; and
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diversify our holdings so that at the end of each quarter of the taxable year:
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at least 50% 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% of the value of our assets or more than 10% of the outstanding voting securities of the issuer (which for these purposes includes the equity securities of a “qualified publicly traded partnership”); and
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no more than 25% of the value of our assets is invested in the securities, other than U.S. Government securities or securities of other RICs, (i) of one issuer (ii) of two or more issuers that are controlled, as determined under applicable tax rules, by us and that are engaged in the same or similar or related trades or businesses or (iii) of one or more “qualified publicly traded partnerships,” or the Diversification Tests.
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Under the provisions of the 1940 Act, we are permitted, as a BDC, to issue senior securities only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200% after each issuance of senior securities. If the value of our assets declines, we may be unable to satisfy this test. If that happens, we may be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our debt at a time when such sales and/or repayments may be disadvantageous.
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Any amounts that we use to service our debt or make payments on preferred stock will not be available for distributions to our common stockholders.
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It is likely that any senior securities or other indebtedness we issue will be, and our Credit Facility and senior notes are, governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, some of these securities or other indebtedness may be rated by rating agencies, and in obtaining a rating for such securities and other indebtedness, we may be required to abide by operating and investment guidelines that further restrict operating and financial flexibility.
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We and, indirectly, our stockholders, will bear the cost of issuing and servicing such securities and other indebtedness.
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Preferred stock or any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock, including separate voting rights and could delay or prevent a transaction or a change in control to the detriment of the holders of our common stock.
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Assumed Return on our Portfolio
(Net of Expenses)
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(10.0
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)%
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5.0
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%
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0.0
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%
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5.0
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%
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10.0
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%
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Corresponding net return to stockholder(1)
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(22.4
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)%
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(13.2
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)%
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(4.1
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)%
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5.0
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%
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14.2
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%
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The annual distribution requirement for a RIC will be satisfied if we distribute to our stockholders on an annual basis at least 90.0% of our net ordinary income and net short-term capital gain in excess of net long-term capital loss, if any. We will be subject to a 4.0% nondeductible U.S. federal excise tax, however, to the extent that we do not satisfy certain additional minimum distribution requirements on a calendar year basis. Because we use debt financing, we are subject to certain asset coverage ratio requirements under the 1940 Act and may in the future become subject to certain financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the distribution requirement. If we are unable to obtain cash from other sources, we could fail to qualify for RIC tax treatment and thus become subject to corporate-level U.S. federal income tax.
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The income source requirement will be satisfied if we obtain at least 90.0% of our income for each year from distributions, interest, gains from the sale of stock or securities or similar sources.
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The asset diversification requirement will be satisfied if we meet certain asset diversification requirements at the end of each quarter of our taxable year. To satisfy this requirement, at least 50.0% of the value of our assets must consist of cash, cash equivalents, U.S. Government securities, securities of other RICs, and other acceptable securities; and no more than 25.0% of the value of our assets can be invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or of certain “qualified publicly traded partnerships.” Failure to meet these requirements may result in our having to dispose of certain investments quickly in order to prevent the loss of RIC status. Because most of our investments will be in private companies, and therefore will be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses.
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may have limited financial resources to meet future capital needs and thus may be unable to grow or 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, as well as a corresponding decrease in the value of the equity components of our investments;
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may have shorter operating histories, narrower product lines, smaller market shares and/or more 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;
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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;
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generally have less predictable operating results, 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
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generally have less publicly available information about their businesses, operations and financial condition. We rely on the ability of our management team and investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and 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;
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changes in regulatory policies or tax guidelines, particularly with respect to RICs, BDCs or SBICs;
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inability to obtain certain exemptive relief from the SEC;
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loss of RIC status or either of our SBIC subsidiaries’ status as an SBIC;
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changes in earnings or variations in operating results;
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changes in the value of our portfolio of investments;
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any shortfall in investment income or net investment income or any increase in losses from levels expected by investors or securities analysts;
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conversion features of subscription rights, warrants or convertible debt;
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loss of a major funding source;
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fluctuations in interest rates;
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the operating performance of companies comparable to us;
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departure of our key personnel;
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proposed, or completed, offerings of our securities, including classes other than our common stock;
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global or national credit market changes; and
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general economic trends and other external factors.
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direct obligations of, or obligations guaranteed as to principal and interest by, the United States government, which mature within 15 months from the date of the investment;
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repurchase agreements with federally insured institutions with a maturity of seven days or less (and the securities underlying the repurchase obligations must be direct obligations of, or guaranteed by, the federal government);
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certificates of deposit with a maturity of one year or less, issued by a federally insured institution; and
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a deposit account in a federally insured institution that is subject to withdrawal restriction of one year or less.
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the time remaining to the maturity of these debt securities;
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the outstanding principal amount of debt securities with terms identical to these debt securities;
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the general economic environment;
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the supply of debt securities trading in the secondary market, if any;
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the redemption or repayment, if any, of these debt securities;
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the level, direction and volatility of market interest rates generally; and
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market rates of interest higher or lower than rates borne by the debt securities.
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High
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Low
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Fiscal Year 2012:
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First Quarter
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20.23
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18.83
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Second Quarter
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23.29
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18.81
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Third Quarter
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26.13
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21.60
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Fourth Quarter
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26.71
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21.36
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Fiscal Year 2013:
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First Quarter
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30.70
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25.86
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Second Quarter
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29.99
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25.47
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Third Quarter
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30.19
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27.56
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Fourth Quarter
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30.42
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27.45
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Date Declared
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Record
Date
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Payment
Date
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Amount
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February 28, 2012
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March 14, 2012
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March 28, 2012
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0.47
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May 30, 2012
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June 13, 2012
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June 27, 2012
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0.50
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August 29, 2012
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September 12, 2012
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September 26, 2012
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0.52
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November 28, 2012
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December 12, 2012
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December 26, 2012
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0.53
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February 27, 2013
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March 13, 2013
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March 27, 2013
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0.54
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May 29, 2013
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June 12, 2013
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June 26, 2013
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0.54
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August 28, 2013
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September 11, 2013
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September 25, 2013
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0.54
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November 27, 2013
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December 11, 2013
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December 24, 2013
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0.54
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Year Ended December 31,
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2013
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2012
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Amount
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% of Total
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Amount
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% of Total
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||||||
Ordinary income
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$
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2.14
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99.1
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%
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$
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2.02
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100.0
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%
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Long-term capital gains
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0.02
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0.9
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%
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—
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—
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||
Total reported on IRS Form 1099-DIV
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$
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2.16
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100.0
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%
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$
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2.02
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|
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100.0
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%
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Plan Category
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Number of
securities to be
issued upon
exercise of outstanding
options, warrants
and rights
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Weighted average
exercise price of
outstanding
options, warrants
and rights
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Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column(a))
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(a)
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(b)
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(c)
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Equity compensation plans approved by security holders(1)
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—
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|
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—
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1,470,122
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|
(2)
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Equity compensation plans not approved by security holders
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|
—
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|
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—
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|
|
—
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Total
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—
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—
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1,470,122
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(1)
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The Amended and Restated Plan is the only equity compensation plan currently utilized by us.
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(2)
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The Amended and Restated Plan has an aggregate of 2,400,000 shares of common stock reserved for issuance.
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12/31/08
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3/31/09
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6/30/09
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9/30/09
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12/31/09
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3/31/10
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6/30/10
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9/30/10
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12/31/10
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|||||||||
Triangle Capital Corporation
|
|
100.00
|
|
|
79.05
|
|
|
112.39
|
|
|
131.71
|
|
|
137.90
|
|
|
164.74
|
|
|
171.71
|
|
|
197.89
|
|
|
240.40
|
|
NASDAQ Composite Index
|
|
100.00
|
|
|
96.68
|
|
|
115.95
|
|
|
135.23
|
|
|
144.88
|
|
|
153.00
|
|
|
135.67
|
|
|
152.19
|
|
|
170.58
|
|
NYSE Composite Index
|
|
100.00
|
|
|
87.17
|
|
|
104.27
|
|
|
122.73
|
|
|
128.28
|
|
|
133.69
|
|
|
116.91
|
|
|
132.31
|
|
|
145.46
|
|
Triangle Capital Corporation Peer Group Index(2)
|
|
100.00
|
|
|
76.69
|
|
|
142.97
|
|
|
162.26
|
|
|
149.57
|
|
|
210.16
|
|
|
198.34
|
|
|
230.88
|
|
|
279.48
|
|
|
|
|
|
3/31/11
|
|
6/30/11
|
|
9/30/11
|
|
12/31/11
|
|
3/31/12
|
|
6/30/12
|
|
9/30/12
|
|
12/31/12
|
||||||||
Triangle Capital Corporation
|
|
|
|
233.89
|
|
|
244.82
|
|
|
207.17
|
|
|
266.89
|
|
|
282.31
|
|
|
333.46
|
|
|
383.50
|
|
|
389.11
|
|
NASDAQ Composite Index
|
|
|
|
179.00
|
|
|
179.23
|
|
|
156.88
|
|
|
171.30
|
|
|
202.69
|
|
|
193.05
|
|
|
205.97
|
|
|
199.99
|
|
NYSE Composite Index
|
|
|
|
154.31
|
|
|
153.75
|
|
|
126.27
|
|
|
139.87
|
|
|
154.48
|
|
|
148.03
|
|
|
157.58
|
|
|
162.23
|
|
Triangle Capital Corporation Peer Group Index(2)
|
|
|
|
335.90
|
|
|
330.31
|
|
|
243.13
|
|
|
253.14
|
|
|
305.77
|
|
|
337.97
|
|
|
380.59
|
|
|
395.60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31/13
|
|
6/30/13
|
|
9/30/13
|
|
12/31/13
|
||||
Triangle Capital Corporation
|
|
|
|
|
|
|
|
|
|
|
|
435.14
|
|
|
435.76
|
|
|
473.79
|
|
|
454.42
|
|
NASDAQ Composite Index
|
|
|
|
|
|
|
|
|
|
|
|
218.08
|
|
|
228.40
|
|
|
255.23
|
|
|
283.39
|
|
NYSE Composite Index
|
|
|
|
|
|
|
|
|
|
|
|
176.11
|
|
|
178.44
|
|
|
188.50
|
|
|
204.87
|
|
Triangle Capital Corporation Peer Group Index(2)
|
|
|
|
|
|
|
|
|
|
|
|
458.19
|
|
|
424.43
|
|
|
449.62
|
|
|
483.92
|
|
(1)
|
From December 31, 2008 to
December 31, 2013
.
|
(2)
|
The Triangle Capital Corporation Peer Group consists of the following closed-end investment companies that have elected to be regulated as BDCs under the 1940 Act: American Capital Ltd., Fifth Street Finance Corp., Harris & Harris Group, Inc., Hercules Technology Growth Capital, Inc., KCAP Financial, Inc., Main Street Capital Corporation and MCG Capital Corporation.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
||||||||||
|
|
(Dollars and share amounts in thousands, except per share data)
|
||||||||||||||||||
Income statement data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment income:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total loan interest, fee and dividend income
|
|
$
|
27,149
|
|
|
$
|
35,641
|
|
|
$
|
63,002
|
|
|
$
|
89,937
|
|
|
$
|
100,755
|
|
Interest income from cash and cash equivalent investments
|
|
613
|
|
|
344
|
|
|
362
|
|
|
431
|
|
|
273
|
|
|||||
Total investment income
|
|
27,762
|
|
|
35,985
|
|
|
63,364
|
|
|
90,368
|
|
|
101,028
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and other debt financing fees
|
|
7,264
|
|
|
7,782
|
|
|
10,902
|
|
|
16,413
|
|
|
20,234
|
|
|||||
General and administrative expenses
|
|
6,449
|
|
|
7,689
|
|
|
11,966
|
|
|
16,293
|
|
|
19,265
|
|
|||||
Total operating expenses
|
|
13,713
|
|
|
15,471
|
|
|
22,868
|
|
|
32,706
|
|
|
39,499
|
|
|||||
Net investment income
|
|
14,049
|
|
|
20,514
|
|
|
40,496
|
|
|
57,662
|
|
|
61,529
|
|
|||||
Net realized gains (losses):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-Control/Non-Affiliate investments
|
|
448
|
|
|
(1,623
|
)
|
|
1,895
|
|
|
3,870
|
|
|
15,882
|
|
|||||
Affiliate investments
|
|
—
|
|
|
(3,856
|
)
|
|
—
|
|
|
1,953
|
|
|
4,828
|
|
|||||
Control investments
|
|
—
|
|
|
—
|
|
|
9,079
|
|
|
838
|
|
|
(2,290
|
)
|
|||||
Net realized gains (losses)
|
|
448
|
|
|
(5,479
|
)
|
|
10,974
|
|
|
6,661
|
|
|
18,420
|
|
|||||
Net unrealized appreciation (depreciation):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments
|
|
(10,310
|
)
|
|
10,941
|
|
|
6,367
|
|
|
(2,878
|
)
|
|
1,811
|
|
|||||
Foreign currency borrowings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
404
|
|
|||||
Net unrealized appreciation (depreciation)
|
|
(10,310
|
)
|
|
10,941
|
|
|
6,367
|
|
|
(2,878
|
)
|
|
2,215
|
|
|||||
Net realized and unrealized gains (losses) on investments and foreign currency borrowings
|
|
(9,862
|
)
|
|
5,462
|
|
|
17,341
|
|
|
3,783
|
|
|
20,635
|
|
|||||
Loss on extinguishment of debt
|
|
—
|
|
|
(365
|
)
|
|
(158
|
)
|
|
(829
|
)
|
|
(413
|
)
|
|||||
Provision for taxes
|
|
(150
|
)
|
|
(220
|
)
|
|
(908
|
)
|
|
(552
|
)
|
|
(539
|
)
|
|||||
Net increase in net assets resulting from operations
|
|
$
|
4,037
|
|
|
$
|
25,391
|
|
|
$
|
56,771
|
|
|
$
|
60,064
|
|
|
$
|
81,212
|
|
Net investment income per share — basic and diluted
|
|
$
|
1.63
|
|
|
$
|
1.62
|
|
|
$
|
2.07
|
|
|
$
|
2.16
|
|
|
$
|
2.23
|
|
Net increase in net assets resulting from operations per share — basic and diluted
|
|
$
|
0.47
|
|
|
$
|
1.99
|
|
|
$
|
2.90
|
|
|
$
|
2.25
|
|
|
$
|
2.94
|
|
Net asset value per common share
|
|
$
|
11.03
|
|
|
$
|
12.09
|
|
|
$
|
14.68
|
|
|
$
|
15.30
|
|
|
$
|
16.10
|
|
Dividends declared per common share
|
|
$
|
1.62
|
|
|
$
|
1.61
|
|
|
$
|
1.77
|
|
|
$
|
2.02
|
|
|
$
|
2.16
|
|
Capital gains distributions declared per common share
|
|
$
|
0.05
|
|
|
$
|
0.04
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Weighted average number of shares outstanding — basic and diluted
|
|
8,593
|
|
|
12,763
|
|
|
19,555
|
|
|
26,741
|
|
|
27,576
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments at fair value
|
|
$
|
201,318
|
|
|
$
|
325,991
|
|
|
$
|
507,079
|
|
|
$
|
706,803
|
|
|
$
|
664,373
|
|
Cash and cash equivalents
|
|
55,200
|
|
|
54,820
|
|
|
66,868
|
|
|
72,300
|
|
|
133,304
|
|
|||||
Interest and fees receivable
|
|
677
|
|
|
868
|
|
|
1,884
|
|
|
2,650
|
|
|
5,256
|
|
|||||
Prepaid expenses and other current assets
|
|
287
|
|
|
119
|
|
|
623
|
|
|
403
|
|
|
832
|
|
|||||
Deferred financing fees
|
|
3,540
|
|
|
6,200
|
|
|
6,683
|
|
|
12,323
|
|
|
11,064
|
|
|||||
Property and equipment, net
|
|
29
|
|
|
47
|
|
|
58
|
|
|
56
|
|
|
60
|
|
|||||
Total assets
|
|
$
|
261,051
|
|
|
$
|
388,045
|
|
|
$
|
583,195
|
|
|
$
|
794,535
|
|
|
$
|
814,889
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
|
$
|
2,222
|
|
|
$
|
2,269
|
|
|
$
|
4,117
|
|
|
$
|
6,406
|
|
|
$
|
7,494
|
|
Interest payable
|
|
2,334
|
|
|
2,388
|
|
|
3,522
|
|
|
3,137
|
|
|
3,018
|
|
|||||
Distribution / dividends payable
|
|
4,775
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Taxes payable
|
|
59
|
|
|
198
|
|
|
1,403
|
|
|
3,211
|
|
|
1,065
|
|
|||||
Deferred revenue
|
|
75
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Deferred income taxes
|
|
577
|
|
|
209
|
|
|
629
|
|
|
1,342
|
|
|
3,514
|
|
|||||
Borrowings under credit facility
|
|
—
|
|
|
—
|
|
|
15,000
|
|
|
—
|
|
|
11,221
|
|
|||||
Notes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149,500
|
|
|
149,500
|
|
|||||
SBA-guaranteed debentures payable
|
|
121,910
|
|
|
202,465
|
|
|
224,237
|
|
|
213,605
|
|
|
193,285
|
|
|||||
Total liabilities
|
|
131,952
|
|
|
207,566
|
|
|
248,908
|
|
|
377,200
|
|
|
369,097
|
|
|||||
Net assets
|
|
129,099
|
|
|
180,479
|
|
|
334,287
|
|
|
417,335
|
|
|
445,792
|
|
|||||
Total liabilities and net assets
|
|
$
|
261,051
|
|
|
$
|
388,045
|
|
|
$
|
583,195
|
|
|
$
|
794,535
|
|
|
$
|
814,889
|
|
Other data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average yield on total investments(1)
|
|
13.5
|
%
|
|
13.7
|
%
|
|
13.9
|
%
|
|
13.3
|
%
|
|
12.8
|
%
|
|||||
Number of portfolio companies
|
|
37
|
|
|
48
|
|
|
63
|
|
|
82
|
|
|
79
|
|
|||||
Expense ratios (as percentage of average net assets):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
General and administrative expenses
|
|
6.6
|
%
|
|
5.3
|
%
|
|
4.4
|
%
|
|
4.0
|
%
|
|
4.4
|
%
|
|||||
Interest and other financing fees
|
|
7.4
|
|
|
5.6
|
|
|
4.1
|
|
|
4.0
|
|
|
4.7
|
|
|||||
Total expenses
|
|
14.0
|
%
|
|
10.9
|
%
|
|
8.5
|
%
|
|
8.0
|
%
|
|
9.1
|
%
|
(1)
|
Excludes non-accrual debt investments.
|
|
|
Cost
|
|
Percentage of
Total Portfolio
|
|
Fair Value
|
|
Percentage of
Total Portfolio
|
||||||
December 31, 2013:
|
|
|
|
|
|
|
|
|
||||||
Subordinated debt and 2
nd
lien notes
|
|
$
|
540,561,082
|
|
|
83
|
%
|
|
$
|
514,467,575
|
|
|
77
|
%
|
Senior debt and 1
st
lien notes
|
|
46,102,133
|
|
|
7
|
|
|
45,968,765
|
|
|
7
|
|
||
Equity shares
|
|
56,985,933
|
|
|
9
|
|
|
79,935,246
|
|
|
12
|
|
||
Equity warrants
|
|
10,168,637
|
|
|
1
|
|
|
23,928,603
|
|
|
4
|
|
||
Royalty rights
|
|
—
|
|
|
—
|
|
|
73,000
|
|
|
—
|
|
||
|
|
$
|
653,817,785
|
|
|
100
|
%
|
|
$
|
664,373,189
|
|
|
100
|
%
|
December 31, 2012:
|
|
|
|
|
|
|
|
|
||||||
Subordinated debt and 2
nd
lien notes
|
|
$
|
582,365,584
|
|
|
83
|
%
|
|
$
|
559,355,550
|
|
|
79
|
%
|
Senior debt and 1
st
lien notes
|
|
46,955,594
|
|
|
7
|
|
|
46,576,994
|
|
|
7
|
|
||
Equity shares
|
|
60,948,229
|
|
|
9
|
|
|
78,979,179
|
|
|
11
|
|
||
Equity warrants
|
|
9,961,097
|
|
|
1
|
|
|
21,759,000
|
|
|
3
|
|
||
Royalty rights
|
|
—
|
|
|
—
|
|
|
132,000
|
|
|
—
|
|
||
|
|
$
|
700,230,504
|
|
|
100
|
%
|
|
$
|
706,802,723
|
|
|
100
|
%
|
December 31, 2013
|
Subordinated
Debt and 2
nd
Lien Notes
|
|
Senior Debt
and 1
st
Lien
Notes
|
|
Equity
Shares
|
|
Equity
Warrants
|
|
Royalty
Rights
|
|
Total
|
||||||||||||
Fair value, beginning of period
|
$
|
559,355,550
|
|
|
$
|
46,576,994
|
|
|
$
|
78,979,179
|
|
|
$
|
21,759,000
|
|
|
$
|
132,000
|
|
|
$
|
706,802,723
|
|
New investments
|
143,261,733
|
|
|
20,275,476
|
|
|
8,636,995
|
|
|
2,146,000
|
|
|
—
|
|
|
174,320,204
|
|
||||||
Investment Reclass
|
8,769,569
|
|
|
(8,769,569
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Proceeds from sales of investments
|
—
|
|
|
—
|
|
|
(24,007,653
|
)
|
|
(10,010,193
|
)
|
|
—
|
|
|
(34,017,846
|
)
|
||||||
Loan origination fees received
|
(1,850,794
|
)
|
|
(300,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,150,794
|
)
|
||||||
Principal repayments received
|
(200,771,121
|
)
|
|
(12,565,473
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(213,336,594
|
)
|
||||||
PIK interest earned
|
16,032,871
|
|
|
987,624
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,020,495
|
|
||||||
PIK interest payments received
|
(11,535,063
|
)
|
|
(507,608
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,042,671
|
)
|
||||||
Accretion of loan discounts
|
1,484,751
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,484,751
|
|
||||||
Accretion of deferred loan origination revenue
|
3,650,384
|
|
|
239,808
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,890,192
|
|
||||||
Realized gain
|
(914,551
|
)
|
|
—
|
|
|
11,408,362
|
|
|
7,925,733
|
|
|
—
|
|
|
18,419,544
|
|
||||||
Unrealized gain (loss)
|
(3,015,754
|
)
|
|
31,513
|
|
|
4,918,363
|
|
|
2,108,063
|
|
|
(59,000
|
)
|
|
3,983,185
|
|
||||||
Fair value, end of period
|
$
|
514,467,575
|
|
|
$
|
45,968,765
|
|
|
$
|
79,935,246
|
|
|
$
|
23,928,603
|
|
|
$
|
73,000
|
|
|
$
|
664,373,189
|
|
Weighted average yield on debt investments at end of period(1)
|
|
14.1
|
%
|
||||||||||||||||||||
Weighted average yield on total investments at end of period(1)
|
|
12.8
|
%
|
||||||||||||||||||||
Weighted average yield on total investments at end of period
|
|
12.4
|
%
|
(1)
|
Excludes non-accrual debt investments.
|
December 31, 2012
|
Subordinated
Debt and 2
nd
Lien Notes
|
|
Senior Debt
and 1
st
Lien
Notes
|
|
Equity
Shares
|
|
Equity
Warrants
|
|
Royalty
Rights
|
|
Total
|
||||||||||||
Fair value, beginning of period
|
$
|
387,169,056
|
|
|
$
|
59,974,195
|
|
|
$
|
43,972,024
|
|
|
$
|
15,043,300
|
|
|
$
|
920,000
|
|
|
$
|
507,078,575
|
|
New investments
|
314,045,768
|
|
|
2,986,663
|
|
|
30,183,406
|
|
|
1,722,317
|
|
|
—
|
|
|
348,938,154
|
|
||||||
Proceeds from sales of investments
|
—
|
|
|
—
|
|
|
(9,343,938
|
)
|
|
(818,732
|
)
|
|
(874,400
|
)
|
|
(11,037,070
|
)
|
||||||
Loan origination fees received
|
(5,431,915
|
)
|
|
(200,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,631,915
|
)
|
||||||
Principal repayments received
|
(130,160,007
|
)
|
|
(18,081,249
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(148,241,256
|
)
|
||||||
PIK interest earned
|
13,545,360
|
|
|
1,443,258
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,988,618
|
|
||||||
PIK interest payments received
|
(8,317,521
|
)
|
|
(786,028
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,103,549
|
)
|
||||||
Accretion of loan discounts
|
1,591,831
|
|
|
308,083
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,899,914
|
|
||||||
Accretion of deferred loan origination revenue
|
3,006,784
|
|
|
407,994
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,414,778
|
|
||||||
Realized gain (loss)
|
254,565
|
|
|
254,046
|
|
|
5,367,033
|
|
|
785,132
|
|
|
—
|
|
|
6,660,776
|
|
||||||
Unrealized gain (loss)
|
(16,348,371
|
)
|
|
270,032
|
|
|
8,800,654
|
|
|
5,026,983
|
|
|
86,400
|
|
|
(2,164,302
|
)
|
||||||
Fair value, end of period
|
$
|
559,355,550
|
|
|
$
|
46,576,994
|
|
|
$
|
78,979,179
|
|
|
$
|
21,759,000
|
|
|
$
|
132,000
|
|
|
$
|
706,802,723
|
|
Weighted average yield on debt investments at end of period(1)
|
|
14.6
|
%
|
||||||||||||||||||||
Weighted average yield on total investments at end of period(1)
|
|
13.3
|
%
|
||||||||||||||||||||
Weighted average yield on total investments at end of period
|
|
12.9
|
%
|
(1)
|
Excludes non-accrual debt investments.
|
For the quarter ended:
|
|
Total
companies
|
|
Percent of total
investments at
fair value(1)
|
March 31, 2011
|
|
11
|
|
34%
|
June 30, 2011
|
|
13
|
|
26%
|
September 30, 2011
|
|
11
|
|
31%
|
December 31, 2011
|
|
12
|
|
22%
|
March 31, 2012
|
|
10
|
|
19%
|
June 30, 2012
|
|
14
|
|
21%
|
September 30, 2012
|
|
16
|
|
33%
|
December 31, 2012
|
|
17
|
|
30%
|
March 31, 2013
|
|
17
|
|
23%
|
June 30, 2013
|
|
13
|
|
27%
|
September 30, 2013
|
|
14
|
|
28%
|
December 31, 2013
|
|
14
|
|
21%
|
(1)
|
Exclusive of the fair value of new investments made during the quarter.
|
•
|
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;
|
•
|
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 security’s cost at the date of purchase and any contractual restrictions on the disposition of the security;
|
•
|
information as to any transactions or offers with respect to the security and/or sales to third parties of similar securities;
|
•
|
the issuer’s 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;
|
•
|
pending public offering of common stock by the issuer of the security;
|
•
|
special reports prepared by analysts; and
|
•
|
any other factors we deem pertinent with respect to a particular investment.
|
|
|
Total
|
|
2014
|
|
2015-2016
|
|
2017-2018
|
|
2019 and Thereafter
|
||||||||||
SBA-guaranteed debentures payable
|
|
$
|
193,285,211
|
|
|
$
|
—
|
|
|
$
|
7,395,211
|
|
|
$
|
—
|
|
|
$
|
185,890,000
|
|
Interest due on SBA-guaranteed debentures payable
|
|
56,490,063
|
|
|
7,671,393
|
|
|
15,363,803
|
|
|
15,342,786
|
|
|
18,112,081
|
|
|||||
Credit Facility borrowings
|
|
11,221,246
|
|
|
—
|
|
|
—
|
|
|
11,221,246
|
|
|
—
|
|
|||||
Interest and fees on Credit Facility(1)
|
|
3,410,819
|
|
|
1,081,026
|
|
|
1,998,265
|
|
|
331,528
|
|
|
—
|
|
|||||
Unused commitments to extend credit
|
|
4,008,200
|
|
|
4,008,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Notes
|
|
149,500,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149,500,000
|
|
|||||
Interest on Notes
|
|
71,544,375
|
|
|
9,961,875
|
|
|
19,923,750
|
|
|
19,923,750
|
|
|
21,735,000
|
|
|||||
Operating lease payments(2)
|
|
2,271,645
|
|
|
398,462
|
|
|
824,003
|
|
|
861,543
|
|
|
187,637
|
|
|||||
Total
|
|
$
|
491,731,559
|
|
|
$
|
23,120,956
|
|
|
$
|
45,505,032
|
|
|
$
|
47,680,853
|
|
|
$
|
375,424,718
|
|
(1)
|
Amounts represent (i) unused credit facility fees calculated at a rate of 0.375% of the unused amount, which was approximately $153.8 million as of December 31, 2013, (ii) interest expense calculated at a rate of 4.025% of outstanding credit facility borrowings, which were approximately $11.2 million as of December 31, 2013 and (iii) annual fees of the credit facility administrative agent.
|
(2)
|
We lease our corporate office facility under an operating lease that terminates on May 31, 2019. We believe that our existing facilities will be adequate to meet our needs through 2014, and that we will be able to obtain additional space when, where and as needed on acceptable terms.
|
|
Page
|
Number
|
|
Exhibit
|
|
|
|
3.1
|
|
Articles of Amendment and Restatement of the Registrant (Filed as Exhibit (a)(3) to the Registrant’s 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
|
|
Fourth Amended and Restated Bylaws of the Registrant (Filed as Exhibit 3.1 on Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2014 and incorporated herein by reference).
|
|
|
|
3.3
|
|
Certificate of Domestic Limited Partnership of Triangle Mezzanine Fund LLLP (Filed as Exhibit (a)(4) to the Registrant’s 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).
|
|
|
|
3.4
|
|
Second Amended and Restated Agreement of Limited Partnership of Triangle Mezzanine Fund LLLP (Filed as Exhibit 3.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2007 and incorporated herein by reference).
|
|
|
Number
|
|
Exhibit
|
4.1
|
|
Form of Common Stock Certificate (Filed as Exhibit (d) to the Post-Effective Amendment No. 1 Registrant’s 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 (Filed as Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission on March 12, 2008 and incorporated herein by reference).
|
|
|
|
4.3
|
|
Agreement to Furnish Certain Instruments (Filed as Exhibit 4.19 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission on February 25, 2009 and incorporated herein by reference).
|
|
|
|
4.4
|
|
Indenture, dated March 2, 2012 between the Registrant and the Bank of New York Mellon Trust Company, N.A. (Filed as Exhibit (d)(5) to the Registrant’s Post-Effective Amendment No. 2 on Form N-2 filed with the Securities and Exchange Commission on March 2, 2012 and incorporated herein by reference).
|
|
|
|
4.5
|
|
First Supplemental Indenture, dated March 2, 2012 between the Registrant and the Bank of New York Mellon Trust Company, N.A. (Filed as Exhibit (d)(6) to the Registrant’s Post-Effective Amendment No. 2 on Form N-2 filed with the Securities and Exchange Commission on March 2, 2012 and incorporated herein by reference).
|
|
|
|
4.6
|
|
Form of 7.00% Senior Note due 2019 (Included as part of Exhibit (d)(6) to the Registrant’s Post-Effective Amendment No. 2 on Form N-2 filed with the Securities and Exchange Commission on March 2, 2012 and incorporated herein by reference).
|
|
|
|
4.7
|
|
Second Supplemental Indenture, dated October 19, 2012 between Triangle Capital Corporation and the Bank of New York Mellon Trust Company, N.A. (Filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 19, 2012 and incorporated herein by reference).
|
|
|
|
4.8
|
|
Form of 6.375% Senor Note due 2022 (Included as part of Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 19, 2012 and incorporated herein by reference).
|
|
|
|
10.1†
|
|
Form of Triangle Capital Corporation Non-employee Director Restricted Share Award Agreement (Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2008 and incorporated herein by reference).
|
|
|
|
10.2†
|
|
Form of Triangle Capital Corporation Executive Officer Restricted Share Award Agreement (Filed as Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 9, 2011 and incorporated herein by reference).
|
|
|
|
10.3
|
|
Custody Agreement between Triangle Capital Corporation and Branch Banking and Trust Company dated January 26, 2012. (Filed as Exhibit (j)(3) to the Registrant's Post-Effective Amendment No. 2 on Form N-2 filed with the Securities and Exchange Commission on March 2, 2012 and incorporated herein by reference)
|
|
|
|
10.4
|
|
Custody Services Agreement between Triangle Capital Corporation and Fifth Third Bank dated January 6, 2012. (Filed as Exhibit (j)(4) to the Registrant's Post-Effective Amendment No. 2 on Form N-2 filed with the Securities and Exchange Commission on March 2, 2012 and incorporated herein by reference)
|
|
|
|
10.5
|
|
Stock Transfer Agency Agreement between Triangle Capital Corporation and The Bank of New York (Filed as Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission on March 12, 2008 and incorporated herein by reference).
|
|
|
|
10.6
|
|
Office Lease Agreement between 3700 Glenwood LLC and Triangle Capital Corporation dated March 27, 2008 (Filed as Exhibit (k)(6) to Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-2 (File No. 333-151930) filed with the Securities and Exchange Commission on August 13, 2008 and incorporated herein by reference).
|
|
|
Number
|
|
Exhibit
|
10.7
|
|
Credit Agreement between Triangle Capital Corporation, Branch Banking and Trust Company, BB&T Capital Markets and Fifth Third Bank dated May 9, 2011 (Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 11, 2011 and incorporated herein by reference).
|
|
|
|
10.8
|
|
Supplement and Joinder Agreement between Triangle Capital Corporation, Branch Banking and Trust Company, Fifth Third Bank and Morgan Stanley Bank, N.A. dated November 1, 2011 (Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 2, 2011 and incorporated herein by reference).
|
|
|
|
10.9
|
|
General Security Agreement between Triangle Capital Corporation, ARC Industries Holdings, Inc., Brantley Holdings, Inc., Energy Hardware Holdings, Inc., Minco Holdings, Inc., Peaden Holdings, Inc., Technology Crops Holdings, Inc. and Branch Banking and Trust Company dated May 9, 2011 (Files as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 11, 2011 and incorporated herein by reference).
|
|
|
|
10.10
|
|
Equity Pledge Agreement between Triangle Capital Corporation, ARC Industries Holdings, Inc., Brantley Holdings, Inc., Energy Hardware Holdings, Inc., Minco Holdings, Inc., Peaden Holdings, Inc., Technology Crops Holdings, Inc. and Branch Banking and Trust Company dated May 9, 2011 (Filed as Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 11, 2011 and incorporated herein by reference).
|
|
|
|
10.11†
|
|
Triangle Capital Corporation Executive Deferred Compensation Plan (Filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2012 and incorporated herein by reference).
|
|
|
|
10.12
|
|
First Amendment to Credit Agreement between Triangle Capital Corporation, as borrower and Branch Banking and Trust Company as Administrative Agent dated February 28, 2012 (Filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2012 and incorporated herein by reference).
|
|
|
|
10.13†
|
|
Triangle Capital Corporation 2012 Cash Incentive Plan (Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2012 and incorporated herein by reference).
|
|
|
|
10.14†
|
|
Triangle Capital Corporation Amended and Restated 2007 Equity Incentive Plan (Filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2012 and incorporated herein by reference).
|
|
|
|
10.15
|
|
Amended and Restated Credit Agreement between Triangle Capital Corporation, as borrower and Branch Banking and Trust Company, as Administrative Agent dated September 18, 2012 (Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2012 and incorporated herein by reference).
|
|
|
|
10.16
|
|
Second Amended and Restated Credit Agreement, dated June 26, 2013, among the Registrant, Branch Banking and Trust Company, Fifth Third Bank, Morgan Stanley Bank, N.A., ING Capital LLC, Stifel Bank & Trust, First Tennessee Bank National Association, Park Sterling Bank, Raymond James Bank, N.A. and CapStone Bank (Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 27, 2013 and incorporated herein by reference).
|
|
|
|
10.17
|
|
First Amendment to Office Lease Agreement between 3700 Glenwood LLC and Triangle Capital Corporation dated August 29, 2013.*
|
|
|
|
10.18
|
|
Second Amendment to Office Lease Agreement between 3700 Glenwood LLC and Triangle Capital Corporation dated November 13, 2013.*
|
|
|
|
12
|
|
Computation of Ratio of Earnings to Fixed Charges.*
|
|
|
|
14.1
|
|
Code of Business Conduct and Ethics (Filed as Exhibit 14.1 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 9, 2011 and incorporated herein by reference).
|
|
|
|
21.1
|
|
List of Subsidiaries.*
|
|
|
Number
|
|
Exhibit
|
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.
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
|
|
TRIANGLE CAPITAL CORPORATION
|
||
|
|
|||
|
|
By:
|
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/s/ Garland S. Tucker, III
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Name: Garland S. Tucker, III
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Title: Chief Executive Officer and Chairman of the Board of Directors
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Signature
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Title
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Date
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/s/ Garland S. Tucker, III
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Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
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February 26, 2014
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Garland S. Tucker, III
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/s/ E. Ashton Poole
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President and Chief Operating Officer
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February 26, 2014
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E. Ashton Poole
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/s/ Steven C. Lilly
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Chief Financial Officer, Secretary and Director (Principal Financial Officer)
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February 26, 2014
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Steven C. Lilly
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/s/ C. Robert Knox, Jr.
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Controller (Principal Accounting Officer)
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February 26, 2014
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C. Robert Knox, Jr.
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/s/ Brent P. W. Burgess
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Chief Investment Officer and Director
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February 26, 2014
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Brent P. W. Burgess
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/s/ W. McComb Dunwoody
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Director
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February 26, 2014
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W. McComb Dunwoody
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/s/ Mark M. Gambill
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Director
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February 26, 2014
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Mark M. Gambill
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/s/ Benjamin S. Goldstein
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Director
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February 26, 2014
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Benjamin S. Goldstein
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/s/ Simon B. Rich, Jr.
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Director
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February 26, 2014
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Simon B. Rich, Jr.
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/s/ Sherwood H. Smith, Jr.
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Director
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February 26, 2014
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Sherwood H. Smith, Jr.
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Page
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December 31,
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2013
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2012
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Assets:
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Investments at fair value:
|
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||||
Non-Control / Non-Affiliate investments (cost of $528,021,069 and $565,737,092 at December 31, 2013 and 2012, respectively)
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$
|
546,043,946
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$
|
579,078,939
|
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Affiliate investments (cost of $107,418,051 and $123,019,204 at December 31, 2013 and 2012, respectively)
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107,536,534
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123,408,445
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Control investments (cost of $18,378,665 and $11,474,208 at December 31, 2013 and 2012, respectively)
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10,792,709
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4,315,339
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Total investments at fair value
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664,373,189
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706,802,723
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Cash and cash equivalents
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133,304,346
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72,300,423
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||
Interest and fees receivable
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5,255,760
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2,650,178
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Prepaid expenses and other current assets
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831,544
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403,123
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Deferred financing fees
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11,063,716
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12,323,430
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Property and equipment, net
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60,525
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|
55,535
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Total assets
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$
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814,889,080
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$
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794,535,412
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Liabilities:
|
|
|
|
|
||||
Accounts payable and accrued liabilities
|
|
$
|
7,493,928
|
|
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$
|
6,405,570
|
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Interest payable
|
|
3,017,645
|
|
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3,136,574
|
|
||
Taxes payable
|
|
1,064,544
|
|
|
3,210,989
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|
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Deferred income taxes
|
|
3,514,376
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|
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1,342,456
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|
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Borrowings under Credit Facility
|
|
11,221,246
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|
|
—
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|
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Notes
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|
149,500,000
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|
|
149,500,000
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SBA-guaranteed debentures payable
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193,285,211
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|
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213,604,579
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Total liabilities
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369,096,950
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377,200,168
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Net Assets:
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|
|
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||||
Common stock, $0.001 par value per share (150,000,000 shares authorized, 27,697,483 and 27,284,798 shares issued and outstanding as of December 31, 2013 and 2012, respectively)
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|
27,697
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|
|
27,285
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|
||
Additional paid in capital
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409,042,893
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|
|
403,322,097
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|
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Investment income in excess of distributions
|
|
8,610,735
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|
|
6,783,161
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|
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Accumulated realized gains on investments
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|
20,665,371
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|
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1,972,940
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|
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Net unrealized appreciation of investments
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|
7,445,434
|
|
|
5,229,761
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|
||
Total net assets
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|
445,792,130
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|
|
417,335,244
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|
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Total liabilities and net assets
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$
|
814,889,080
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|
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$
|
794,535,412
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Net asset value per share
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$
|
16.10
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|
|
$
|
15.30
|
|
|
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Year Ended December 31,
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2013
|
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2012
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2011
|
||||||
Investment income:
|
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|
|
|
|
|
||||||
Loan interest, fee and dividend income:
|
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|
|
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||||||
Non-Control / Non-Affiliate investments
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$
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71,521,118
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$
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61,903,487
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$
|
42,733,900
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Affiliate investments
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|
12,022,682
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|
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12,835,193
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8,137,269
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|||
Control investments
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190,609
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|
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210,019
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|
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1,377,232
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|||
Total loan interest, fee and dividend income
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|
83,734,409
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|
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74,948,699
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|
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52,248,401
|
|
|||
Payment-in-kind interest income:
|
|
|
|
|
|
|
||||||
Non-Control / Non-Affiliate investments
|
|
12,661,244
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|
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11,486,261
|
|
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8,321,758
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Affiliate investments
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4,335,276
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|
|
3,421,855
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|
|
2,274,514
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|||
Control investments
|
|
23,975
|
|
|
80,502
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|
|
157,335
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|
|||
Total payment-in-kind interest income
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|
17,020,495
|
|
|
14,988,618
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|
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10,753,607
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|
|||
Interest income from cash and cash equivalent investments
|
|
273,461
|
|
|
431,150
|
|
|
361,973
|
|
|||
Total investment income
|
|
101,028,365
|
|
|
90,368,467
|
|
|
63,363,981
|
|
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Operating expenses:
|
|
|
|
|
|
|
||||||
Interest and other financing fees
|
|
20,234,583
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|
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16,412,898
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|
|
10,901,913
|
|
|||
General and administrative expenses
|
|
19,264,885
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|
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16,293,172
|
|
|
11,965,985
|
|
|||
Total operating expenses
|
|
39,499,468
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|
|
32,706,070
|
|
|
22,867,898
|
|
|||
Net investment income
|
|
61,528,897
|
|
|
57,662,397
|
|
|
40,496,083
|
|
|||
Realized and unrealized gains (losses) on investments and foreign currency borrowings:
|
|
|
|
|
|
|
||||||
Net realized gains (losses):
|
|
|
|
|
|
|
||||||
Non-Control / Non-Affiliate investments
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15,882,401
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3,869,571
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|
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1,894,677
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Affiliate investments
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4,828,062
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|
|
1,953,166
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|
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—
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Control investments
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(2,290,919
|
)
|
|
838,039
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|
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9,078,810
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Net realized gains (losses)
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18,419,544
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6,660,776
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10,973,487
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|
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Net unrealized appreciation (depreciation):
|
|
|
|
|
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|
||||||
Investments
|
|
1,811,265
|
|
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(2,878,015
|
)
|
|
6,367,473
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|
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Foreign currency borrowings
|
|
404,408
|
|
|
—
|
|
|
—
|
|
|||
Net unrealized appreciation (depreciation)
|
|
2,215,673
|
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(2,878,015
|
)
|
|
6,367,473
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|
|||
Net realized and unrealized gains (losses) on investments and foreign currency borrowings
|
|
20,635,217
|
|
|
3,782,761
|
|
|
17,340,960
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|
|||
Loss on extinguishment of debt
|
|
(412,673
|
)
|
|
(829,811
|
)
|
|
(157,590
|
)
|
|||
Provision for taxes
|
|
(539,561
|
)
|
|
(551,830
|
)
|
|
(908,416
|
)
|
|||
Net increase in net assets resulting from operations
|
|
$
|
81,211,880
|
|
|
$
|
60,063,517
|
|
|
$
|
56,771,037
|
|
Net investment income per share — basic and diluted
|
|
$
|
2.23
|
|
|
$
|
2.16
|
|
|
$
|
2.07
|
|
Net increase in net assets resulting from operations per share —basic and diluted
|
|
$
|
2.94
|
|
|
$
|
2.25
|
|
|
$
|
2.90
|
|
Dividends declared per common share
|
|
$
|
2.16
|
|
|
$
|
2.02
|
|
|
$
|
1.77
|
|
Weighted average number of shares outstanding — basic and diluted
|
|
27,576,302
|
|
|
26,740,776
|
|
|
19,555,268
|
|
|
|
Common Stock
|
|
Additional
Paid In
Capital
|
|
Investment
Income
in Excess of
Distributions
|
|
Accumulated
Realized
Gains
(Losses) on
Investments
|
|
Net
Unrealized
Appreciation
(Depreciation)
|
|
|
|||||||||||||||
|
|
Number
of Shares
|
|
Par
Value
|
|
|
|
|
|
Total
Net Assets
|
|||||||||||||||||
Balance, January 1, 2011
|
|
14,928,987
|
|
|
$
|
14,929
|
|
|
$
|
183,602,755
|
|
|
$
|
3,365,548
|
|
|
$
|
(8,244,376
|
)
|
|
$
|
1,740,303
|
|
|
$
|
180,479,159
|
|
Net investment income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,496,083
|
|
|
—
|
|
|
—
|
|
|
40,496,083
|
|
||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
1,909,808
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,909,808
|
|
||||||
Realized gain (loss) on investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,973,487
|
|
|
(9,621,107
|
)
|
|
1,352,380
|
|
||||||
Net unrealized gains on investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,988,580
|
|
|
15,988,580
|
|
||||||
Loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(157,590
|
)
|
|
—
|
|
|
—
|
|
|
(157,590
|
)
|
||||||
Provision for taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(908,416
|
)
|
|
—
|
|
|
—
|
|
|
(908,416
|
)
|
||||||
Return of capital and other tax related adjustments
|
|
—
|
|
|
—
|
|
|
584,146
|
|
|
638,083
|
|
|
(1,222,229
|
)
|
|
—
|
|
|
—
|
|
||||||
Dividends/distributions declared
|
|
241,630
|
|
|
242
|
|
|
4,215,220
|
|
|
(36,586,222
|
)
|
|
—
|
|
|
—
|
|
|
(32,370,760
|
)
|
||||||
Taxes paid on deemed distribution of long term capital gains
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(495,233
|
)
|
|
—
|
|
|
(495,233
|
)
|
||||||
Public offerings of common stock
|
|
7,475,000
|
|
|
7,475
|
|
|
128,628,777
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128,636,252
|
|
||||||
Issuance of restricted stock
|
|
161,174
|
|
|
161
|
|
|
(161
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common stock withheld for payroll taxes upon vesting of restricted stock
|
|
(32,065
|
)
|
|
(32
|
)
|
|
(643,276
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(643,308
|
)
|
||||||
Balance, December 31, 2011
|
|
22,774,726
|
|
|
$
|
22,775
|
|
|
$
|
318,297,269
|
|
|
$
|
6,847,486
|
|
|
$
|
1,011,649
|
|
|
$
|
8,107,776
|
|
|
$
|
334,286,955
|
|
Net investment income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,662,397
|
|
|
—
|
|
|
—
|
|
|
57,662,397
|
|
||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
3,030,757
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,030,757
|
|
||||||
Realized gain (loss) on investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,660,776
|
|
|
(4,584,872
|
)
|
|
2,075,904
|
|
||||||
Net unrealized gains on investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,706,857
|
|
|
1,706,857
|
|
||||||
Loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(829,811
|
)
|
|
—
|
|
|
—
|
|
|
(829,811
|
)
|
||||||
Provision for taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(551,830
|
)
|
|
—
|
|
|
—
|
|
|
(551,830
|
)
|
||||||
Return of capital and other tax related adjustments
|
|
—
|
|
|
—
|
|
|
4,461,480
|
|
|
(1,256,028
|
)
|
|
(3,205,452
|
)
|
|
—
|
|
|
—
|
|
||||||
Dividends/distributions declared
|
|
147,139
|
|
|
147
|
|
|
3,299,884
|
|
|
(55,089,053
|
)
|
|
—
|
|
|
—
|
|
|
(51,789,022
|
)
|
||||||
Taxes paid on deemed distribution of long term capital gains
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,494,033
|
)
|
|
—
|
|
|
(2,494,033
|
)
|
||||||
Public offerings of common stock
|
|
4,255,000
|
|
|
4,255
|
|
|
77,118,719
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77,122,974
|
|
||||||
Issuance of restricted stock
|
|
235,086
|
|
|
235
|
|
|
(235
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common stock withheld for payroll taxes upon vesting of restricted stock
|
|
(127,153
|
)
|
|
(127
|
)
|
|
(2,885,777
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,885,904
|
)
|
||||||
Balance, December 31, 2012
|
|
27,284,798
|
|
|
$
|
27,285
|
|
|
$
|
403,322,097
|
|
|
$
|
6,783,161
|
|
|
$
|
1,972,940
|
|
|
$
|
5,229,761
|
|
|
$
|
417,335,244
|
|
Net investment income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61,528,897
|
|
|
—
|
|
|
—
|
|
|
61,528,897
|
|
||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
3,980,708
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,980,708
|
|
||||||
Realized gain (loss) on investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,419,544
|
|
|
(14,783,919
|
)
|
|
3,635,625
|
|
||||||
Net unrealized gains on investments / foreign currency
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,999,592
|
|
|
16,999,592
|
|
||||||
Loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(412,673
|
)
|
|
—
|
|
|
—
|
|
|
(412,673
|
)
|
||||||
Provision for taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(539,561
|
)
|
|
—
|
|
|
—
|
|
|
(539,561
|
)
|
||||||
Return of capital and other tax related adjustments
|
|
—
|
|
|
—
|
|
|
(1,159,313
|
)
|
|
886,426
|
|
|
272,887
|
|
|
—
|
|
|
—
|
|
||||||
Dividends/distributions declared
|
|
103,255
|
|
|
103
|
|
|
2,899,710
|
|
|
(59,635,515
|
)
|
|
—
|
|
|
—
|
|
|
(56,735,702
|
)
|
||||||
Issuance of restricted stock
|
|
309,430
|
|
|
309
|
|
|
(309
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance, December 31, 2013
|
|
27,697,483
|
|
|
$
|
27,697
|
|
|
$
|
409,042,893
|
|
|
$
|
8,610,735
|
|
|
$
|
20,665,371
|
|
|
$
|
7,445,434
|
|
|
$
|
445,792,130
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net increase in net assets resulting from operations
|
|
$
|
81,211,880
|
|
|
$
|
60,063,517
|
|
|
$
|
56,771,037
|
|
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
|
|
|
|
|
|
|
||||||
Purchases of portfolio investments
|
|
(174,320,204
|
)
|
|
(348,938,154
|
)
|
|
(224,996,843
|
)
|
|||
Repayments received/sales of portfolio investments
|
|
247,354,440
|
|
|
159,278,326
|
|
|
66,345,192
|
|
|||
Loan origination and other fees received
|
|
2,150,794
|
|
|
5,631,915
|
|
|
4,364,689
|
|
|||
Net realized (gain) loss on investments
|
|
(18,419,544
|
)
|
|
(6,660,776
|
)
|
|
(10,973,487
|
)
|
|||
Net unrealized (appreciation) depreciation on investments
|
|
(3,983,185
|
)
|
|
2,164,302
|
|
|
(6,787,628
|
)
|
|||
Net unrealized depreciation on foreign currency borrowings
|
|
(404,408
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
|
2,171,920
|
|
|
713,714
|
|
|
420,155
|
|
|||
Payment-in-kind interest accrued, net of payments received
|
|
(4,977,824
|
)
|
|
(5,885,069
|
)
|
|
(6,110,494
|
)
|
|||
Amortization of deferred financing fees
|
|
1,547,332
|
|
|
1,150,466
|
|
|
787,902
|
|
|||
Loss on extinguishment of debt
|
|
412,673
|
|
|
829,811
|
|
|
157,590
|
|
|||
Accretion of loan origination and other fees
|
|
(3,890,192
|
)
|
|
(3,414,778
|
)
|
|
(1,751,182
|
)
|
|||
Accretion of loan discounts
|
|
(1,484,751
|
)
|
|
(1,899,914
|
)
|
|
(1,178,229
|
)
|
|||
Accretion of discount on SBA-guaranteed debentures payable
|
|
180,632
|
|
|
177,075
|
|
|
172,638
|
|
|||
Depreciation expense
|
|
40,151
|
|
|
33,038
|
|
|
27,295
|
|
|||
Stock-based compensation
|
|
3,980,708
|
|
|
3,030,757
|
|
|
1,909,808
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Interest and fees receivable
|
|
(2,605,582
|
)
|
|
(766,783
|
)
|
|
(1,015,768
|
)
|
|||
Prepaid expenses and other current assets
|
|
(428,421
|
)
|
|
220,195
|
|
|
(504,167
|
)
|
|||
Accounts payable and accrued liabilities
|
|
1,088,358
|
|
|
2,288,748
|
|
|
1,847,924
|
|
|||
Interest payable
|
|
(118,929
|
)
|
|
(385,358
|
)
|
|
1,133,427
|
|
|||
Deferred revenue
|
|
—
|
|
|
—
|
|
|
(37,500
|
)
|
|||
Taxes payable
|
|
(2,146,445
|
)
|
|
1,808,123
|
|
|
1,204,887
|
|
|||
Net cash provided by (used in) operating activities
|
|
127,359,403
|
|
|
(130,560,845
|
)
|
|
(118,212,754
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
|
(45,141
|
)
|
|
(30,269
|
)
|
|
(37,952
|
)
|
|||
Net cash used in investing activities
|
|
(45,141
|
)
|
|
(30,269
|
)
|
|
(37,952
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Borrowings under SBA-guaranteed debentures payable
|
|
—
|
|
|
30,000,000
|
|
|
31,100,000
|
|
|||
Repayments of SBA-guaranteed debentures payable
|
|
(20,500,000
|
)
|
|
(40,810,000
|
)
|
|
(9,500,000
|
)
|
|||
Borrowings under credit facility
|
|
11,625,654
|
|
|
26,000,000
|
|
|
30,400,000
|
|
|||
Repayments of borrowings under credit facility
|
|
—
|
|
|
(41,000,000
|
)
|
|
(15,400,000
|
)
|
|||
Proceeds from notes
|
|
—
|
|
|
149,500,000
|
|
|
—
|
|
|||
Financing fees paid
|
|
(700,291
|
)
|
|
(7,620,818
|
)
|
|
(1,428,127
|
)
|
|||
Proceeds from public stock offerings, net of expenses
|
|
—
|
|
|
77,122,974
|
|
|
128,636,252
|
|
|||
Common stock withheld for taxes upon vesting of restricted stock
|
|
—
|
|
|
(2,885,904
|
)
|
|
(643,308
|
)
|
|||
Taxes paid on deemed distribution of long-term capital gains
|
|
—
|
|
|
(2,494,033
|
)
|
|
(495,233
|
)
|
|||
Cash dividends paid
|
|
(56,735,702
|
)
|
|
(51,789,022
|
)
|
|
(32,370,760
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
(66,310,339
|
)
|
|
136,023,197
|
|
|
130,298,824
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
61,003,923
|
|
|
5,432,083
|
|
|
12,048,118
|
|
|||
Cash and cash equivalents, beginning of year
|
|
72,300,423
|
|
|
66,868,340
|
|
|
54,820,222
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
133,304,346
|
|
|
$
|
72,300,423
|
|
|
$
|
66,868,340
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
17,980,390
|
|
|
$
|
15,075,903
|
|
|
$
|
8,675,796
|
|
Summary of non-cash financing transactions:
|
|
|
|
|
|
|
||||||
Dividends paid through DRIP share issuances
|
|
$
|
2,899,813
|
|
|
$
|
3,300,031
|
|
|
$
|
4,215,462
|
|
TRIANGLE CAPITAL CORPORATION
Consolidated Schedule of Investments
December 31, 2013
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1)(2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
(3)
|
||||||
Non–Control / Non–Affiliate Investments:
|
|
|
|
|
|
|
||||||||||
Agilex Flavors & Fragrances, Inc. (3%)*
|
|
Custom Fragrance Producers
|
|
Subordinated Note (12% Cash, 1.5% PIK, Due 06/19)
|
|
$
|
12,698,065
|
|
|
$
|
12,475,194
|
|
|
$
|
12,475,194
|
|
Common Units (1,250 units)
|
|
|
|
1,250,000
|
|
|
1,398,000
|
|
||||||||
|
|
|
12,698,065
|
|
|
13,725,194
|
|
|
13,873,194
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Ambient Air Corporation (0%)*
|
|
Specialty Trade Contractors
|
|
Subordinated Note (0% Cash, 8% PIK, Due 06/20)
|
|
473,958
|
|
|
66,993
|
|
|
200,000
|
|
|||
|
|
|
473,958
|
|
|
66,993
|
|
|
200,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Applied-Cleveland Holdings, Inc. (4%)*
|
|
Oil and Gas Pipeline Infrastructure Inspection Services
|
|
Subordinated Note (10% Cash, 2% PIK, Due 06/19)
|
|
18,000,000
|
|
|
17,700,961
|
|
|
17,700,961
|
|
|||
|
Class A Preferred (2,000,000 units)
|
|
|
|
2,000,000
|
|
|
2,000,000
|
|
|||||||
|
|
|
18,000,000
|
|
|
19,700,961
|
|
|
19,700,961
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Assurance Operations Corporation (0%)*
|
|
Metal Fabrication
|
|
Common Stock (517 shares)
|
|
|
|
516,867
|
|
|
1,076,000
|
|
||||
|
|
|
|
|
516,867
|
|
|
1,076,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Audio and Video Labs Holdings, Inc. (3%)*
|
|
Manufacturer and Distributor for Independent Artists and Authors
|
|
Subordinated Note (12% Cash, 2% PIK, Due 06/18)
|
|
13,269,023
|
|
|
13,044,644
|
|
|
13,044,644
|
|
|||
Common Units (138 units)
|
|
|
|
|
1,300,000
|
|
|
1,406,000
|
|
|||||||
|
|
|
13,269,023
|
|
|
14,344,644
|
|
|
14,450,644
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Berry Family Nursery Operations LLC (4%)*
|
|
Wholesale Grower and Distributor of Container Grown Shrubs, Trees and Plants
|
|
Subordinated Note (13% Cash, 3% PIK, Due 11/17)
|
|
17,549,583
|
|
|
17,199,583
|
|
|
17,199,583
|
|
|||
|
|
|
17,549,583
|
|
|
17,199,583
|
|
|
17,199,583
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Botanical Laboratories, Inc. (0%)*
|
|
Nutritional Supplement Manufacturing and Distribution
|
|
Common Unit Warrants (998,680 units)
|
|
|
|
237,301
|
|
|
580,603
|
|
||||
|
|
|
|
|
|
237,301
|
|
|
580,603
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital Contractors, Inc. (2%)*
|
|
Janitorial and Facilities Maintenance Services
|
|
Subordinated Notes (12% Cash, 2% PIK, Due
12/15) |
|
9,565,598
|
|
|
9,248,522
|
|
|
9,248,522
|
|
|||
Common Stock Warrants (20 shares)
|
|
|
|
492,000
|
|
|
361,000
|
|
||||||||
|
|
9,565,598
|
|
|
9,740,522
|
|
|
9,609,522
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Carepoint Resources, Inc. (5%)*
|
|
Business Process Outsourcing Provider
|
|
Subordinated Note (12% Cash, 2.5% PIK, Due 06/18)
|
|
23,514,505
|
|
|
23,139,305
|
|
|
23,139,305
|
|
|||
|
|
|
|
23,514,505
|
|
|
23,139,305
|
|
|
23,139,305
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Carolina Beverage Group, LLC (1%)*
|
|
Beverage Manufacturing
and Packaging |
|
Class B Units (11,974 units)
|
|
|
|
119,735
|
|
|
2,266,000
|
|
||||
|
|
|
|
|
119,735
|
|
|
2,266,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Chromaflo Technologies Parent LP (3%)*
|
|
Colorant Manufacturer and Distributor
|
|
Subordinated Note (8.3% Cash, Due 06/20)
|
|
10,000,000
|
|
|
9,950,000
|
|
|
9,950,000
|
|
|||
Class A Units (22,561 units)
|
|
|
|
—
|
|
|
2,239,000
|
|
||||||||
|
|
|
10,000,000
|
|
|
9,950,000
|
|
|
12,189,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Comverge, Inc. (4%)*
|
|
Provider of Intelligent Energy Management Solutions
|
|
Senior Note (12% Cash, Due 05/18)
|
|
15,505,583
|
|
|
15,254,660
|
|
|
15,254,660
|
|
|||
Preferred Units (900 units)
|
|
|
|
900,000
|
|
|
981,000
|
|
||||||||
Common Units (1,000,000 units)
|
|
|
|
100,000
|
|
|
225,000
|
|
||||||||
|
|
|
15,505,583
|
|
|
16,254,660
|
|
|
16,460,660
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Continental Anesthesia Management, LLC (2%)*
|
|
Physicians Management
Services |
|
Subordinated Note (14% Cash, Due 11/14)
|
|
9,825,000
|
|
|
9,722,773
|
|
|
9,176,000
|
|
|||
Warrant (263 shares)
|
|
|
|
276,100
|
|
|
—
|
|
||||||||
|
|
9,825,000
|
|
|
9,998,873
|
|
|
9,176,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
CRS Reprocessing, LLC (6%)*
|
|
Fluid
Reprocessing Services |
|
Subordinated Note (12% Cash, 2% PIK, Due 11/15)
|
|
12,009,198
|
|
|
11,884,003
|
|
|
11,884,003
|
|
|||
Subordinated Note (12% Cash, 2% PIK, Due 11/15)
|
|
13,243,893
|
|
|
12,376,217
|
|
|
12,376,217
|
|
|||||||
Series C Preferred Units (30 units)
|
|
|
|
288,342
|
|
|
443,000
|
|
||||||||
Common Unit Warrant (664 units)
|
|
|
|
1,759,556
|
|
|
2,755,000
|
|
||||||||
Series D Preferred Units (16 units)
|
|
|
|
107,074
|
|
|
175,000
|
|
||||||||
|
Series E Preferred Units (5 units)
|
|
|
|
31,651
|
|
|
48,000
|
|
|||||||
|
|
|
25,253,091
|
|
|
26,446,843
|
|
|
27,681,220
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Danville Materials, LLC (2%)*
|
|
Manufacturer of Dental Products
|
|
Senior Note (10% Cash, Due 12/18)
|
|
8,000,000
|
|
|
7,840,000
|
|
|
7,840,000
|
|
|||
|
Common Units (45,492 units)
|
|
|
|
500,000
|
|
|
500,000
|
|
|||||||
|
|
|
8,000,000
|
|
|
8,340,000
|
|
|
8,340,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
TRIANGLE CAPITAL CORPORATION
Consolidated Schedule of Investments
December 31, 2013
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1)(2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
(3)
|
||||||
DataSource Incorporated (2%)*
|
|
Print Supply Chain Management Services
|
|
Subordinated Note (12% Cash, 2% PIK, Due 01/18)
|
|
$
|
8,759,661
|
|
|
$
|
8,625,671
|
|
|
$
|
8,625,671
|
|
|
Common Units (47 units)
|
|
|
|
1,000,000
|
|
|
965,000
|
|
|||||||
|
|
|
8,759,661
|
|
|
9,625,671
|
|
|
9,590,671
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
DCWV Acquisition Corporation (1%)*
|
|
Arts & Crafts and Home Decor Products Designer and Supplier
|
|
Subordinated Note (12% Cash, 3% PIK, Due 09/17)
|
|
6,241,435
|
|
|
6,145,145
|
|
|
4,505,000
|
|
|||
|
|
|
6,241,435
|
|
|
6,145,145
|
|
|
4,505,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
DLR Restaurants, LLC (0%)*
|
|
Restaurant
|
|
Royalty Rights
|
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Dyno Acquiror, Inc. (2%)*
|
|
Sewing Products and Seasonal Decorative Products Supplier
|
|
Subordinated Note (12% Cash, 2% PIK, Due 11/18)
|
|
7,093,094
|
|
|
6,963,005
|
|
|
6,963,005
|
|
|||
|
|
Preferred series A Units (600,000 units)
|
|
|
|
600,000
|
|
|
594,000
|
|
||||||
|
|
|
|
7,093,094
|
|
|
7,563,005
|
|
|
7,557,005
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Eckler's Holdings, Inc. (2%)*
|
|
Restoration Parts and Accessories for Classic Cars and Trucks
|
|
Subordinated Note (11% Cash, 4% PIK, Due 07/18)
|
|
7,084,528
|
|
|
6,947,215
|
|
|
6,947,215
|
|
|||
|
Common Stock (18,029 shares)
|
|
|
|
183,562
|
|
|
6,000
|
|
|||||||
|
Preferred Stock A (1,596 shares)
|
|
|
|
1,596,126
|
|
|
1,794,000
|
|
|||||||
|
|
|
7,084,528
|
|
|
8,726,903
|
|
|
8,747,215
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Electronic Systems Protection, Inc. (0%)*
|
|
Power Protection Systems Manufacturing
|
|
Common Stock (570 shares)
|
|
|
|
285,000
|
|
|
309,000
|
|
||||
|
|
|
|
|
|
285,000
|
|
|
309,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Flowchem Ltd. (2%)*
|
|
Provider of Support Services to Crude Oil Pipeline Operators
|
|
Subordinated Note (11% Cash, 2% PIK, Due 06/19)
|
|
7,761,041
|
|
|
7,606,041
|
|
|
7,606,041
|
|
|||
|
Common Units (1,000,000 Units)
|
|
|
|
1,000,000
|
|
|
1,000,000
|
|
|||||||
|
|
|
7,761,041
|
|
|
8,606,041
|
|
|
8,606,041
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Foodstate, Inc. (1%)*
|
|
Nutritional Supplement Manufacturing and Distribution
|
|
Subordinated Note (12% Cash, 3.8% PIK, Due 10/16)
|
|
5,691,706
|
|
|
5,627,061
|
|
|
5,627,061
|
|
|||
|
|
|
5,691,706
|
|
|
5,627,061
|
|
|
5,627,061
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
FrontStream Payments, Inc. (2%)*
|
|
Payment and Donation Management Product Service Provider
|
|
Senior Note (8% Cash, 6% PIK, Due 08/18)
|
|
7,161,823
|
|
|
7,027,585
|
|
|
7,027,585
|
|
|||
|
|
|
|
7,161,823
|
|
|
7,027,585
|
|
|
7,027,585
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Frontstreet Facility Solutions, Inc. (2%)*
|
|
Retail, Restaurant and Commercial Facilities Maintenance
|
|
Subordinated Note (10% Cash, 3% PIK, Due 07/18)
|
|
8,336,414
|
|
|
8,220,061
|
|
|
6,887,000
|
|
|||
|
|
Convertible Preferred Units (2,500 units)
|
|
|
|
250,000
|
|
|
—
|
|
||||||
|
|
|
|
8,336,414
|
|
|
8,470,061
|
|
|
6,887,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Frozen Specialties, Inc. (2%)*
|
|
Frozen Foods Manufacturer
|
|
Subordinated Note (11% Cash, 5% PIK, Due 05/17)
|
|
10,922,109
|
|
|
10,902,440
|
|
|
10,902,440
|
|
|||
|
|
10,922,109
|
|
|
10,902,440
|
|
|
10,902,440
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Garden Fresh Restaurant Corp. (0%)*
|
|
Restaurant
|
|
Membership Units (5,000 units)
|
|
|
|
500,000
|
|
|
285,000
|
|
||||
|
|
|
|
500,000
|
|
|
285,000
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Grindmaster-Cecilware Corp. (2%)*
|
|
Food Services Equipment Manufacturer
|
|
Subordinated Note (12% Cash, 6% PIK, Due 04/16)
|
|
7,085,108
|
|
|
7,052,652
|
|
|
7,052,652
|
|
|||
|
|
7,085,108
|
|
|
7,052,652
|
|
|
7,052,652
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Hatch Chile Co., LLC (2%)*
|
|
Food Products Distributor
|
|
Senior Note (19% Cash, Due 11/18)
|
|
3,150,000
|
|
|
3,104,786
|
|
|
3,104,786
|
|
|||
Subordinated Note (14% Cash, Due 11/18)
|
|
3,450,000
|
|
|
3,185,408
|
|
|
3,185,408
|
|
|||||||
Unit Purchase Warrant (7,817 units)
|
|
|
|
295,800
|
|
|
672,000
|
|
||||||||
|
|
6,600,000
|
|
|
6,585,994
|
|
|
6,962,194
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Infrastructure Corporation of America, Inc. (3%)*
|
|
Roadway Maintenance, Repair and Engineering Services
|
|
Subordinated Note (12% Cash, 2% PIK, Due 09/18)
|
|
11,192,490
|
|
|
9,708,459
|
|
|
9,708,459
|
|
|||
Common Stock Purchase Warrant (417,593 shares)
|
|
|
|
2,411,000
|
|
|
2,257,000
|
|
||||||||
|
|
11,192,490
|
|
|
12,119,459
|
|
|
11,965,459
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Inland Pipe Rehabilitation Holding Company LLC (2%)*
|
|
Cleaning and Repair Services
|
|
Subordinated Note (13% Cash, 2.0% PIK, Due 12/16)
|
|
8,363,431
|
|
|
8,174,163
|
|
|
8,174,163
|
|
|||
Membership Interest Purchase Warrant (3.0%)
|
|
|
|
853,500
|
|
|
1,254,000
|
|
||||||||
|
|
8,363,431
|
|
|
9,027,663
|
|
|
9,428,163
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
IOS Acquisitions, Inc. (5%)*
|
|
Provider of Oil Country Tubular Goods Inspections and Repair Services
|
|
Subordinated Note (12% Cash, 3.5% PIK, Due 06/18)
|
|
19,502,372
|
|
|
19,168,757
|
|
|
19,168,757
|
|
|||
Common Units (7,314 Class A Units)
|
|
|
|
1,699,847
|
|
|
1,231,000
|
|
||||||||
|
|
19,502,372
|
|
|
20,868,604
|
|
|
20,399,757
|
|
TRIANGLE CAPITAL CORPORATION
Consolidated Schedule of Investments
December 31, 2013
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1)(2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
(3)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Library Systems & Services, LLC (0%)*
|
|
Library Systems & Services, LLC (0%)*
|
|
Common Stock Warrants (112 shares)
|
|
|
|
$
|
58,995
|
|
|
$
|
1,820,000
|
|
||
|
|
|
|
|
|
58,995
|
|
|
1,820,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Magpul Industries Corp. (2%)*
|
|
Firearm Accessories Manufacturer and Distributor
|
|
Preferred Units (1,470 units)
|
|
|
|
1,470,000
|
|
|
2,006,000
|
|
||||
|
Common Units (30,000 units)
|
|
|
|
30,000
|
|
|
7,839,000
|
|
|||||||
|
|
|
|
|
|
|
|
1,500,000
|
|
|
9,845,000
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Marine Acquisition Corp. (3%)*
|
|
Boat Steering System and Driver Control Provider
|
|
Subordinated Note (11.5% Cash, 2% PIK, Due 05/17)
|
|
$
|
12,000,000
|
|
|
11,787,615
|
|
|
12,000,000
|
|
||
|
|
|
12,000,000
|
|
|
11,787,615
|
|
|
12,000,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Media Storm, LLC (2%)*
|
|
Marketing Services
|
|
Subordinated Note (12% Cash, 2% PIK, Due 10/17)
|
|
8,219,009
|
|
|
8,159,092
|
|
|
8,159,092
|
|
|||
Membership Units (1,216,204 units)
|
|
|
|
1,176,957
|
|
|
1,416,000
|
|
||||||||
|
|
8,219,009
|
|
|
9,336,049
|
|
|
9,575,092
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Micross Solutions LLC (3%)*
|
|
Provider Semiconductor Products and Services
|
|
Subordinated Note (12% Cash, 2% PIK, Due 06/18)
|
|
10,832,577
|
|
|
10,695,361
|
|
|
10,695,361
|
|
|||
Class A-2 Common Units (1,580,559 units)
|
|
|
|
1,580,599
|
|
|
1,190,000
|
|
||||||||
|
|
10,832,577
|
|
|
12,275,960
|
|
|
11,885,361
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Minco Technology Labs, LLC (0%)*
|
|
Semiconductor Distribution
|
|
Subordinated Note (6.5% Cash, 3.5% PIK, Due 12/16)
|
|
5,830,856
|
|
|
5,473,436
|
|
|
1,994,000
|
|
|||
Class A Units (5,000 HoldCo. units)
|
|
|
|
500,000
|
|
|
—
|
|
||||||||
Class A Units (3,907 OpCo. units)
|
|
|
|
3,907
|
|
|
—
|
|
||||||||
|
|
5,830,856
|
|
|
5,977,343
|
|
|
1,994,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
My Alarm Center, LLC (3%)*
|
|
Security Company
|
|
Subordinated Note (12% Cash, 2.5% PIK, Due 04/19)
|
|
10,329,382
|
|
|
10,250,068
|
|
|
10,329,382
|
|
|||
|
Preferred Units (2,000,000 units)
|
|
|
|
2,000,000
|
|
|
2,079,000
|
|
|||||||
|
|
|
10,329,382
|
|
|
12,250,068
|
|
|
12,408,382
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Novolyte Technologies, Inc. (0%)*
|
|
Specialty Manufacturing
|
|
Common Units (24,522 units)
|
|
|
|
43,905
|
|
|
178,801
|
|
||||
|
|
|
|
|
43,905
|
|
|
178,801
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Performance Health & Wellness Holdings, Inc. (3%)*
|
|
Designer and Manufacturer of Rehabilitation and Wellness Products
|
|
Subordinated Note (12% Cash, 1% PIK, Due 04/19)
|
|
13,161,867
|
|
|
12,993,721
|
|
|
12,993,721
|
|
|||
|
Class A Limited Partnership Units (15,000 units)
|
|
|
|
1,500,000
|
|
|
1,440,000
|
|
|||||||
|
|
|
13,161,867
|
|
|
14,493,721
|
|
|
14,433,721
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
PowerDirect Marketing, LLC (2%)*
|
|
Marketing Services
|
|
Subordinated Note (13% Cash, 2% PIK, Due 12/16)
|
|
7,310,361
|
|
|
6,861,977
|
|
|
6,861,977
|
|
|||
Common Unit Purchase Warrants
|
|
|
|
590,200
|
|
|
1,131,000
|
|
||||||||
|
|
7,310,361
|
|
|
7,452,177
|
|
|
7,992,977
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Sheplers, Inc. (3%)*
|
|
Western Apparel Retailer
|
|
Subordinated Note (13.2% Cash, Due 12/16)
|
|
8,750,000
|
|
|
8,602,331
|
|
|
8,602,331
|
|
|||
Subordinated Note (10% Cash, 7% PIK, Due 12/17)
|
|
4,315,809
|
|
|
4,266,459
|
|
|
4,266,459
|
|
|||||||
|
|
|
13,065,809
|
|
|
12,868,790
|
|
|
12,868,790
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Snacks Holding Corporation (2%)*
|
|
Trail Mixes and Nut Manufacturer and Marketer
|
|
Subordinated Note (12% Cash, 1% PIK, Due 05/20)
|
|
5,030,893
|
|
|
4,995,166
|
|
|
4,995,166
|
|
|||
Preferred A Units (22,368 units)
|
|
|
|
1,053,897
|
|
|
2,485,000
|
|
||||||||
Preferred B Units (10,380 units)
|
|
|
|
25,337
|
|
|
201,000
|
|
||||||||
Common Units (190,935 units)
|
|
|
|
150,000
|
|
|
1,471,000
|
|
||||||||
Common Stock Warrants (14,558 shares)
|
|
|
|
14,558
|
|
|
160,000
|
|
||||||||
|
|
|
5,030,893
|
|
|
6,238,958
|
|
|
9,312,166
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Specialized Desanders, Inc. (3%)*
(4)
|
|
Sand and Particulate Removal Equipment Provider for Oil and Gas Companies
|
|
Subordinated Notes (12% Cash, 2% PIK, Due 03/19)
|
|
11,695,386
|
|
|
11,470,508
|
|
|
11,065,626
|
|
|||
Common C Shares (2,000,000 shares)
|
|
|
|
1,937,421
|
|
|
1,870,208
|
|
||||||||
|
|
|
11,695,386
|
|
|
13,407,929
|
|
|
12,935,834
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Stella Environmental Services, LLC (0%)*
|
|
Waste Transfer Stations
|
|
Common Stock Purchase Warrants
|
|
|
|
20,000
|
|
|
406,000
|
|
||||
|
|
|
|
|
|
|
20,000
|
|
|
406,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Syrgis Holdings, Inc. (0%)*
|
|
Specialty Chemical Manufacturer
|
|
Class C Units (2,114 units)
|
|
|
|
111,037
|
|
|
201,281
|
|
||||
|
|
|
|
111,037
|
|
|
201,281
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
The Krystal Company (0%)*
|
|
Quick Serve Restaurants
|
|
Class A Units of Limited Partnership (2,000 units)
|
|
|
|
—
|
|
|
1,709,000
|
|
||||
|
|
|
|
|
|
|
—
|
|
|
1,709,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
TRIANGLE CAPITAL CORPORATION
Consolidated Schedule of Investments
December 31, 2013
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1)(2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
(3)
|
||||||
American De-Rosa Lamparts, LLC and Hallmark Lighting (2%)*
|
|
Wholesale and Distribution
|
|
Subordinated Note (12% Cash, 6% PIK, Due 06/16)
|
|
$
|
6,839,436
|
|
|
$
|
6,815,257
|
|
|
$
|
6,815,257
|
|
Membership Units (8,364 units)
|
|
|
|
620,653
|
|
|
39,000
|
|
||||||||
|
|
|
6,839,436
|
|
|
7,435,910
|
|
|
6,854,257
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
AP Services, Inc. (0%)*
|
|
Fluid Sealing Supplies and Services
|
|
Class A Units (933 units)
|
|
|
|
156,953
|
|
|
253,004
|
|
||||
Class B Units (496 units)
|
|
|
|
—
|
|
|
134,381
|
|
||||||||
|
|
|
|
156,953
|
|
|
387,385
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Asset Point, LLC (2%)*
|
|
Asset Management Software Provider
|
|
Senior Note (12% Cash, 5% PIK, Due 03/14)
|
|
6,633,027
|
|
|
6,633,025
|
|
|
6,633,025
|
|
|||
Subordinated Note (12% Cash, 2% PIK, Due 07/15)
|
|
643,147
|
|
|
643,147
|
|
|
606,000
|
|
|||||||
Subordinated Note (7% Cash, Due 03/14)
|
|
941,798
|
|
|
941,798
|
|
|
786,000
|
|
|||||||
Membership Units (1,000,000 units)
|
|
|
|
8,203
|
|
|
725,000
|
|
||||||||
Options to Purchase Membership Units (342,407 units)
|
|
|
|
500,000
|
|
|
227,000
|
|
||||||||
Membership Unit Warrants (356,506 units)
|
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
|
8,217,972
|
|
|
8,726,173
|
|
|
8,977,025
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Captek Softgel International, Inc. (2%)*
|
|
Nutraceutical Manufacturer
|
|
Subordinated Note (12% Cash, 4% PIK, Due 08/16)
|
|
8,976,227
|
|
|
8,883,334
|
|
|
8,883,334
|
|
|||
Class A Units (80,000 units)
|
|
|
|
800,000
|
|
|
694,000
|
|
||||||||
|
|
|
8,976,227
|
|
|
9,683,334
|
|
|
9,577,334
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
CIS Secure Computing Inc. (2%)*
|
|
Secure Communications and Computing Solutions Provider
|
|
Subordinated Note (12% Cash, 3% PIK, Due 06/17)
|
|
10,457,673
|
|
|
10,327,229
|
|
|
10,327,229
|
|
|||
Common Stock (84 shares)
|
|
|
|
502,320
|
|
|
213,000
|
|
||||||||
|
|
10,457,673
|
|
|
10,829,549
|
|
|
10,540,229
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Dyson Corporation (0%)*
|
|
Custom Forging and Fastener Supplies
|
|
Class A Units (1,000,000 units)
|
|
|
|
1,000,000
|
|
|
1,555,000
|
|
||||
|
|
|
|
|
1,000,000
|
|
|
1,555,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Main Street Gourmet, LLC (1%)*
|
|
Baked Goods Provider
|
|
Subordinated Notes (12% Cash, 4.5% PIK, Due 10/16)
|
|
4,528,839
|
|
|
4,482,393
|
|
|
4,482,393
|
|
|||
Jr. Subordinated Notes (8% Cash, 2% PIK, Due 04/17)
|
|
1,056,922
|
|
|
1,044,922
|
|
|
1,044,922
|
|
|||||||
Preferred Units (233 units)
|
|
|
|
211,867
|
|
|
303,000
|
|
||||||||
Common B Units (3,000 units)
|
|
|
|
23,140
|
|
|
440,000
|
|
||||||||
Common A Units (1,652 units)
|
|
|
|
14,993
|
|
|
242,000
|
|
||||||||
|
|
|
5,585,761
|
|
|
5,777,315
|
|
|
6,512,315
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
PartsNow!, LLC (3%)*
|
|
Printer Parts Distributor
|
|
Subordinated Note (12% Cash, 3% PIK, Due 08/17)
|
|
11,455,962
|
|
|
11,285,587
|
|
|
11,285,587
|
|
|||
|
Member Units (1,000,000 units)
|
|
|
|
1,000,000
|
|
|
1,351,000
|
|
|||||||
|
Royalty Rights
|
|
|
|
—
|
|
|
73,000
|
|
|||||||
|
|
|
11,455,962
|
|
|
12,285,587
|
|
|
12,709,587
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Pine Street Holdings, LLC (0%)*
|
|
Oil and Gas Services
|
|
Preferred Units (200 units)
|
|
|
|
200,000
|
|
|
—
|
|
||||
|
Common Unit Warrants (2,220 units)
|
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
|
|
|
200,000
|
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Plantation Products, LLC (5%)*
|
|
Seed Manufacturing
|
|
Subordinated Notes (12% Cash, 2% PIK, Due 11/17)
|
|
14,591,557
|
|
|
14,423,858
|
|
|
14,423,858
|
|
|||
Preferred Units (4,312 units)
|
|
|
|
4,312,000
|
|
|
5,033,000
|
|
||||||||
Common Units (352,000 units)
|
|
|
|
88,000
|
|
|
4,241,000
|
|
||||||||
|
|
|
14,591,557
|
|
|
18,823,858
|
|
|
23,697,858
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
QC Holdings, Inc. (0%)*
|
|
Lab Testing Services
|
|
Common Stock (5,594 shares)
|
|
|
|
563,602
|
|
|
470,000
|
|
||||
|
|
|
|
|
563,602
|
|
|
470,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Technology Crops International (1%)*
|
|
Supply Chain Management Services
|
|
Subordinated Note (12% Cash, 5% PIK, Due 03/15)
|
|
6,208,545
|
|
|
6,179,807
|
|
|
6,179,807
|
|
|||
Common Units (50 units)
|
|
|
|
500,000
|
|
|
—
|
|
||||||||
|
|
|
6,208,545
|
|
|
6,679,807
|
|
|
6,179,807
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Venture Technology Groups, Inc. (0%)*
|
|
Fluid and Gas Handling Products Distributor
|
|
Subordinated Note (12.5% Cash, 4% PIK, Due 09/16)
|
|
7,038,134
|
|
|
5,703,715
|
|
|
411,000
|
|
|||
Class A Units (1,000,000 units)
|
|
|
|
1,000,000
|
|
|
—
|
|
||||||||
|
|
7,038,134
|
|
|
6,703,715
|
|
|
411,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
TRIANGLE CAPITAL CORPORATION
Consolidated Schedule of Investments
December 31, 2013
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1)(2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
(3)
|
||||||
Waste Recyclers Holdings, LLC (0%)*
|
|
Environmental and Facilities Services
|
|
Class A Preferred Units (280 units)
|
|
|
|
$
|
2,251,100
|
|
|
$
|
—
|
|
||
Class B Preferred Units (11,484,867 units)
|
|
|
|
3,304,218
|
|
|
1,482,000
|
|
||||||||
Common Unit Purchase Warrant (1,170,083 units)
|
|
|
|
748,900
|
|
|
—
|
|
||||||||
Common Units (153,219 units)
|
|
|
|
180,783
|
|
|
—
|
|
||||||||
|
|
|
|
|
6,485,001
|
|
|
1,482,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Wythe Will Tzetzo, LLC (2%)*
|
|
Confectionary Goods Distributor
|
|
Series A Preferred Units (74,764 units)
|
|
|
|
1,500,000
|
|
|
6,500,000
|
|
||||
|
Common Unit Purchase Warrants (25,065 units)
|
|
|
|
301,510
|
|
|
1,915,000
|
|
|||||||
|
|
|
|
|
|
|
1,801,510
|
|
|
8,415,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Subtotal Affiliate Investments
|
|
|
|
$
|
88,268,659
|
|
|
107,418,051
|
|
|
107,536,534
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Control Investments:
|
|
|
|
|
|
|
|
|
|
|
||||||
FCL Graphics, Inc. (“FCL”) and FCL Holding SPV, LLC (“SPV”) (1%)*
|
|
Commercial Printing Services
|
|
Senior Note-FCL (4.8% Cash, Due 9/16)
|
|
1,271,233
|
|
|
1,271,233
|
|
|
1,271,233
|
|
|||
Senior Note-FCL (7.8% Cash, 2% PIK, Due 9/16)
|
|
1,195,370
|
|
|
1,195,368
|
|
|
1,062,000
|
|
|||||||
Senior Note-SPV (2.0% Cash, 5.3% PIK, Due 9/16)
|
|
1,064,061
|
|
|
1,007,272
|
|
|
9,000
|
|
|||||||
Members Interests-SPV (299,875 units)
|
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
|
3,530,664
|
|
|
3,473,873
|
|
|
2,342,233
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Gerli & Company (0%)*
|
|
Specialty Woven Fabrics Manufacturer
|
|
Subordinated Note (10% Cash, Due 03/15)
|
|
439,358
|
|
|
375,000
|
|
|
375,000
|
|
|||
Subordinated Note (8.5% Cash, Due 03/15)
|
|
3,793,846
|
|
|
3,000,000
|
|
|
358,000
|
|
|||||||
Class A Preferred Shares (1,211 shares)
|
|
|
|
855,000
|
|
|
—
|
|
||||||||
Class C Preferred Shares (744 shares)
|
|
|
|
—
|
|
|
—
|
|
||||||||
Class E Preferred Shares (400 shares)
|
|
|
|
161,440
|
|
|
—
|
|
||||||||
Common Stock (300 shares)
|
|
|
|
100,000
|
|
|
—
|
|
||||||||
|
|
|
4,233,204
|
|
|
4,491,440
|
|
|
733,000
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
SRC, Inc. (2%)*
|
|
Specialty Chemical Manufacturer
|
|
Subordinated Note (10.8% Cash, 0.25% PIK, Due 12/14)
|
|
2,160,348
|
|
|
250,000
|
|
|
—
|
|
|||
|
|
Senior Revolver (9.3% Cash, Due 05/14)
|
|
374,999
|
|
|
376,195
|
|
|
376,195
|
|
|||||
|
|
Senior Term Loan (10.3% Cash, Due 05/14)
|
|
1,900,000
|
|
|
1,907,481
|
|
|
1,907,481
|
|
|||||
|
|
Debtor in Possession Loan (8.0% Cash, Due 01/14)
|
|
1,491,800
|
|
|
1,491,800
|
|
|
1,491,800
|
|
|||||
|
|
Subordinated Notes (12% Cash, 2% PIK, Due 09/14)
|
|
6,331,199
|
|
|
6,264,076
|
|
|
3,942,000
|
|
|||||
|
|
Common Stock Purchase Warrants
|
|
|
|
123,800
|
|
|
—
|
|
||||||
|
|
|
|
12,258,346
|
|
|
10,413,352
|
|
|
7,717,476
|
|
|||||
|
|
|
|
|
|
|
|
|
||||||||
Subtotal Control Investments
|
|
|
|
20,022,214
|
|
|
18,378,665
|
|
|
10,792,709
|
|
|||||
|
|
|
|
|
|
|
|
|
||||||||
Total Investments, December 31, 2013 (149%)*
|
|
|
|
$
|
603,988,069
|
|
|
$
|
653,817,785
|
|
|
$
|
664,373,189
|
|
(1)
|
All debt investments are income producing. Equity and equity-linked investments are non-income producing.
|
(2)
|
Disclosures of interest rates on notes include cash interest rates and payment-in-kind (“PIK”) interest rates.
|
(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)
|
Investment is not a qualifying investment as defined under Section 55(a) of the Investment Company Act of 1940. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.
|
TRIANGLE CAPITAL CORPORATION
Consolidated Schedule of Investments
December 31, 2012
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1)(2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
(3)
|
||||||
Non–Control / Non–Affiliate Investments:
|
|
|
|
|
|
|
||||||||||
Agilex Flavors & Fragrances, Inc. (3%)*
|
|
Custom Fragrance Producers
|
|
Subordinated Note (12% Cash, 1.5% PIK, Due 06/19)
|
|
$
|
12,506,771
|
|
|
$
|
12,256,771
|
|
|
$
|
12,256,771
|
|
Common Units (1,250 units)
|
|
|
|
1,250,000
|
|
|
1,250,000
|
|
||||||||
|
|
|
12,506,771
|
|
|
13,506,771
|
|
|
13,506,771
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Ambient Air Corporation (“AA”) and Peaden-Hobbs Mechanical, LLC (“PHM”) (1%)*
|
|
Specialty Trade Contractors
|
|
Subordinated Note-AA (15% Cash, 3% PIK, Due 06/13)
|
|
4,047,120
|
|
|
4,038,351
|
|
|
4,038,351
|
|
|||
Subordinated Note-PHM (12% Cash, Due 09/12)
|
|
12,857
|
|
|
12,857
|
|
|
12,857
|
|
|||||||
Common Stock-PHM (128,571 shares)
|
|
|
|
128,571
|
|
|
128,571
|
|
||||||||
Common Stock Warrants-AA (455 shares)
|
|
|
|
142,361
|
|
|
242,000
|
|
||||||||
|
|
|
4,059,977
|
|
|
4,322,140
|
|
|
4,421,779
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Aramsco, Inc. (0%)*
|
|
Environmental Emergency Products Distributor
|
|
Subordinated Note (12% Cash, 2% PIK, Due 03/14)
|
|
1,231,819
|
|
|
1,156,696
|
|
|
1,156,696
|
|
|||
|
|
|
1,231,819
|
|
|
1,156,696
|
|
|
1,156,696
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Assurance Operations Corporation (0%)*
|
|
Metal Fabrication
|
|
Common Stock (517 shares)
|
|
|
|
516,867
|
|
|
905,000
|
|
||||
|
|
|
|
|
516,867
|
|
|
905,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Audio and Video Labs Holdings, Inc. (3%)*
|
|
Manufacturer and Distributor for Independent Artists and Authors
|
|
Subordinated Note (12% Cash, 2% PIK, Due 06/18)
|
|
13,002,889
|
|
|
12,742,889
|
|
|
12,742,889
|
|
|||
Common Units (134 units)
|
|
|
|
1,300,000
|
|
|
1,300,000
|
|
||||||||
|
|
|
13,002,889
|
|
|
14,042,889
|
|
|
14,042,889
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Botanical Laboratories, Inc. (0%)*
|
|
Nutritional Supplement Manufacturing and Distribution
|
|
Common Unit Warrants (998,680 units)
|
|
|
|
474,600
|
|
|
1,031,000
|
|
||||
|
|
|
|
|
474,600
|
|
|
1,031,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital Contractors, Inc. (2%)*
|
|
Janitorial and Facilities Maintenance Services
|
|
Subordinated Notes (12% Cash, 2% PIK, Due
12/15) |
|
9,373,742
|
|
|
8,924,127
|
|
|
8,924,127
|
|
|||
Common Stock Warrants (20 shares)
|
|
|
|
492,000
|
|
|
339,000
|
|
||||||||
|
|
9,373,742
|
|
|
9,416,127
|
|
|
9,263,127
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Carolina Beverage Group, LLC (1%)*
|
|
Beverage Manufacturing
and Packaging |
|
Class A Units (11,974 units)
|
|
|
|
1,077,615
|
|
|
1,367,000
|
|
||||
|
Class B Units (11,974 units)
|
|
|
|
119,735
|
|
|
963,000
|
|
|||||||
|
|
|
|
|
1,197,350
|
|
|
2,330,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Chromaflo Technologies, LLC (5%)*
|
|
Colorant Manufacturer and Distributor
|
|
Subordinated Note (12% Cash, 2% PIK, Due 10/17)
|
|
16,466,899
|
|
|
16,174,905
|
|
|
16,174,905
|
|
|||
Preferred A Units (22,561 units)
|
|
|
|
2,256,098
|
|
|
2,878,098
|
|
||||||||
|
|
|
16,466,899
|
|
|
18,431,003
|
|
|
19,053,003
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Comverge, Inc. (4%)*
|
|
Provider of Intelligent Energy Management Solutions
|
|
Subordinated Note (12% Cash, 3% PIK, Due 05/18)
|
|
15,042,500
|
|
|
14,751,744
|
|
|
14,751,744
|
|
|||
Preferred Units (900 units)
|
|
|
|
900,000
|
|
|
900,000
|
|
||||||||
Common Units (1,000,000 units)
|
|
|
|
100,000
|
|
|
100,000
|
|
||||||||
|
|
|
15,042,500
|
|
|
15,751,744
|
|
|
15,751,744
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Continental Anesthesia Management, LLC (2%)*
|
|
Physicians Management
Services |
|
Senior Note (14% Cash, Due 11/14)
|
|
9,950,000
|
|
|
9,739,469
|
|
|
9,739,469
|
|
|||
Warrant (263 shares)
|
|
|
|
276,100
|
|
|
—
|
|
||||||||
|
|
9,950,000
|
|
|
10,015,569
|
|
|
9,739,469
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
CRS Reprocessing, LLC (7%)*
|
|
Fluid
Reprocessing Services |
|
Subordinated Note (10% Cash, 4% PIK, Due 11/15)
|
|
11,768,332
|
|
|
11,531,905
|
|
|
11,531,905
|
|
|||
Subordinated Note (10% Cash, 4% PIK, Due 11/15)
|
|
12,978,264
|
|
|
11,746,721
|
|
|
11,746,721
|
|
|||||||
Series C Preferred Units (30 units)
|
|
|
|
288,342
|
|
|
454,000
|
|
||||||||
Common Unit Warrant (664 units)
|
|
|
|
1,759,556
|
|
|
3,653,000
|
|
||||||||
Series D Preferred Units (16 units)
|
|
|
|
107,074
|
|
|
184,000
|
|
||||||||
|
|
|
24,746,596
|
|
|
25,433,598
|
|
|
27,569,626
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
DataSource Incorporated (2%)*
|
|
Print Supply Chain Management Services
|
|
Subordinated Note (12% Cash, 2% PIK, Due 01/18)
|
|
8,584,263
|
|
|
8,425,564
|
|
|
8,425,564
|
|
|||
|
Common Units (47 units)
|
|
|
|
1,000,000
|
|
|
1,000,000
|
|
|||||||
|
|
|
8,584,263
|
|
|
9,425,564
|
|
|
9,425,564
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
DCWV Acquisition Corporation (1%)*
|
|
Arts & Crafts and Home Decor Products Designer and Supplier
|
|
Subordinated Note (12% Cash, 3% PIK, Due 09/17)
|
|
6,054,683
|
|
|
5,939,149
|
|
|
5,939,149
|
|
|||
|
|
|
6,054,683
|
|
|
5,939,149
|
|
|
5,939,149
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
DLR Restaurants, LLC (3%)*
|
|
Restaurant
|
|
Subordinated Note (12% Cash, 2% PIK, Due 03/16)
|
|
10,934,260
|
|
|
10,764,337
|
|
|
10,764,337
|
|
|||
Subordinated Note (12% Cash, 4% PIK, Due 03/16)
|
|
783,243
|
|
|
768,243
|
|
|
768,243
|
|
|||||||
Royalty Rights
|
|
|
|
—
|
|
|
132,000
|
|
||||||||
|
|
|
11,717,503
|
|
|
11,532,580
|
|
|
11,664,580
|
|
TRIANGLE CAPITAL CORPORATION
Consolidated Schedule of Investments
December 31, 2012
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1)(2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
(3)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Eckler's Holdings, Inc. (2%)*
|
|
Restoration Parts and Accessories for Classic Cars and Trucks
|
|
Subordinated Note (11% Cash, 4% PIK, Due 07/18)
|
|
$
|
6,804,178
|
|
|
$
|
6,645,927
|
|
|
$
|
6,645,927
|
|
|
Common Stock (18,029 shares)
|
|
|
|
183,562
|
|
|
183,562
|
|
|||||||
|
Preferred Stock A (1,596 shares)
|
|
|
|
1,596,126
|
|
|
1,596,126
|
|
|||||||
|
|
|
6,804,178
|
|
|
8,425,615
|
|
|
8,425,615
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Electronic Systems Protection, Inc. (1%)*
|
|
Power Protection Systems Manufacturing
|
|
Subordinated Note (12% Cash, 2% PIK, Due 12/15)
|
|
4,246,680
|
|
|
4,219,387
|
|
|
4,219,387
|
|
|||
Common Stock (570 shares)
|
|
|
|
285,000
|
|
|
301,000
|
|
||||||||
|
|
|
4,246,680
|
|
|
4,504,387
|
|
|
4,520,387
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Empire Facilities Management Group, Inc. (1%)*
|
|
Retail, Restaurant, and Commercial Facilities Maintenance
|
|
Subordinated Note (9% Cash, 4% PIK, Due 07/18)
|
|
5,101,061
|
|
|
5,019,203
|
|
|
5,019,203
|
|
|||
|
Convertible Preferred Units (2,500 units)
|
|
|
|
250,000
|
|
|
250,000
|
|
|||||||
|
|
|
5,101,061
|
|
|
5,269,203
|
|
|
5,269,203
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Foodstate, Inc. (1%)*
|
|
Nutritional Supplement Manufacturing and Distribution
|
|
Subordinated Note (12% Cash, 3.8% PIK, Due 10/16)
|
|
5,480,349
|
|
|
5,398,773
|
|
|
5,398,773
|
|
|||
|
|
|
5,480,349
|
|
|
5,398,773
|
|
|
5,398,773
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Frozen Specialties, Inc. (1%)*
|
|
Frozen Foods Manufacturer
|
|
Subordinated Note (13% Cash, 5% PIK, Due 05/16)
|
|
6,245,877
|
|
|
6,190,449
|
|
|
6,190,449
|
|
|||
|
|
6,245,877
|
|
|
6,190,449
|
|
|
6,190,449
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Garden Fresh Restaurant Corp. (0%)*
|
|
Restaurant
|
|
Membership Units (5,000 units)
|
|
|
|
500,000
|
|
|
295,000
|
|
||||
|
|
|
|
500,000
|
|
|
295,000
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Glencoe Business Services Holdings (5%)*
|
|
Business Process Outsourcing Provider
|
|
Subordinated Note (12% Cash, 2.5% PIK, Due 06/18)
|
|
20,001,388
|
|
|
19,601,388
|
|
|
19,601,388
|
|
|||
|
|
20,001,388
|
|
|
19,601,388
|
|
|
19,601,388
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Grindmaster-Cecilware Corp. (1%)*
|
|
Food Services Equipment Manufacturer
|
|
Subordinated Note (12% Cash, 6% PIK, Due 04/16)
|
|
6,667,971
|
|
|
6,612,541
|
|
|
5,894,000
|
|
|||
|
|
6,667,971
|
|
|
6,612,541
|
|
|
5,894,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Hatch Chile Co., LLC (1%)*
|
|
Food Products Distributor
|
|
Senior Note (19% Cash, Due 07/15)
|
|
3,600,000
|
|
|
3,530,928
|
|
|
3,530,928
|
|
|||
Subordinated Note (14% Cash, Due 07/15)
|
|
800,000
|
|
|
697,713
|
|
|
697,713
|
|
|||||||
Unit Purchase Warrant (5,265 units)
|
|
|
|
149,800
|
|
|
229,000
|
|
||||||||
|
|
4,400,000
|
|
|
4,378,441
|
|
|
4,457,641
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Home Physicians, LLC (“HP”) and Home Physicians Holdings, LP (“HPH”) (2%)*
|
|
In-home Primary Care Physician Services
|
|
Subordinated Note-HP (12% Cash, 5% PIK, Due 03/16)
|
|
11,208,476
|
|
|
10,628,482
|
|
|
6,219,000
|
|
|||
Subordinated Note-HPH (4% Cash, 6% PIK, Due 03/16)
|
|
1,364,331
|
|
|
1,303,361
|
|
|
—
|
|
|||||||
Senior Subordinated Note-HP (14% Cash, 2% PIK, Due 03/16)
|
|
612,245
|
|
|
602,472
|
|
|
602,472
|
|
|||||||
Royalty Rights
|
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
13,185,052
|
|
|
12,534,315
|
|
|
6,821,472
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Infrastructure Corporation of America, Inc. (3%)*
|
|
Roadway Maintenance, Repair and Engineering Services
|
|
Subordinated Note (12% Cash, 1% PIK, Due 10/15)
|
|
10,989,934
|
|
|
10,213,309
|
|
|
10,213,309
|
|
|||
Common Stock Purchase Warrant (199,526 shares)
|
|
|
|
980,000
|
|
|
1,164,000
|
|
||||||||
|
|
10,989,934
|
|
|
11,193,309
|
|
|
11,377,309
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Inland Pipe Rehabilitation Holding Company LLC (6%)*
|
|
Cleaning and Repair Services
|
|
Subordinated Note (13% Cash, 2.5% PIK, Due 12/16)
|
|
20,797,791
|
|
|
20,559,945
|
|
|
20,559,945
|
|
|||
Membership Interest Purchase Warrant (3.0%)
|
|
|
|
853,500
|
|
|
2,726,000
|
|
||||||||
|
|
20,797,791
|
|
|
21,413,445
|
|
|
23,285,945
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
IOS Acquisitions, Inc. (4%)*
|
|
Provider of Oil Country Tubular Goods Inspections and Repair Services
|
|
Subordinated Note (12% Cash, 2% PIK, Due 06/18)
|
|
17,004,723
|
|
|
16,664,723
|
|
|
16,664,723
|
|
|||
Common Units (7,314 Class A Units)
|
|
|
|
1,699,847
|
|
|
1,699,847
|
|
||||||||
|
|
17,004,723
|
|
|
18,364,570
|
|
|
18,364,570
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Library Systems & Services, LLC (2%)*
|
|
Municipal Business Services
|
|
Subordinated Note (12.5% Cash, 4.5% PIK, Due 06/15)
|
|
5,250,002
|
|
|
5,159,230
|
|
|
5,159,230
|
|
|||
Common Stock Warrants (112 shares)
|
|
|
|
58,995
|
|
|
1,486,000
|
|
||||||||
|
|
5,250,002
|
|
|
5,218,225
|
|
|
6,645,230
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Magpul Industries Corp. (4%)*
|
|
Firearm Accessories Manufacturer and Distributor
|
|
Subordinated Note (12% Cash, 3% PIK, Due 03/17)
|
|
13,300,000
|
|
|
13,080,247
|
|
|
13,080,247
|
|
|||
Preferred Units (1,470 units)
|
|
|
|
1,470,000
|
|
|
1,694,000
|
|
||||||||
Common Units (30,000 units)
|
|
|
|
30,000
|
|
|
3,100,000
|
|
||||||||
|
|
13,300,000
|
|
|
14,580,247
|
|
|
17,874,247
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Marine Acquisition Corp. (3%)*
|
|
Boat Steering System and Driver Control Provider
|
|
Subordinated Note (11.50% Cash, 2% PIK, Due 05/17)
|
|
12,000,000
|
|
|
11,740,879
|
|
|
11,740,879
|
|
|||
|
|
|
12,000,000
|
|
|
11,740,879
|
|
|
11,740,879
|
|
TRIANGLE CAPITAL CORPORATION
Consolidated Schedule of Investments
December 31, 2012
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1)(2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
(3)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Media Storm, LLC (2%)*
|
|
Marketing Services
|
|
Subordinated Note (12% Cash, 2% PIK, Due 10/17)
|
|
$
|
8,056,663
|
|
|
$
|
7,984,771
|
|
|
$
|
7,984,771
|
|
Membership Units (1,216,204 units)
|
|
|
|
1,176,957
|
|
|
1,307,000
|
|
||||||||
|
|
8,056,663
|
|
|
9,161,728
|
|
|
9,291,771
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Media Temple, Inc. (4%)*
|
|
Web Hosting Services
|
|
Subordinated Note (12% Cash, 3% PIK, Due 04/15)
|
|
8,800,000
|
|
|
8,696,378
|
|
|
8,696,378
|
|
|||
Convertible Note (8% Cash, 6% PIK, Due 04/15)
|
|
3,200,000
|
|
|
2,896,501
|
|
|
6,377,000
|
|
|||||||
Common Stock Purchase Warrant (28,000 shares)
|
|
|
|
536,000
|
|
|
2,790,000
|
|
||||||||
|
|
12,000,000
|
|
|
12,128,879
|
|
|
17,863,378
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Micross Solutions LLC (3%)*
|
|
Provider of Semiconductor Products and Services
|
|
Subordinated Note (12% Cash, 2% PIK, Due 06/18)
|
|
10,615,311
|
|
|
10,456,311
|
|
|
10,456,311
|
|
|||
Class A-2 Common Units (1,500,000 units)
|
|
|
|
1,500,000
|
|
|
1,500,000
|
|
||||||||
|
|
10,615,311
|
|
|
11,956,311
|
|
|
11,956,311
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Minco Technology Labs, LLC (1%)*
|
|
Semiconductor Distribution
|
|
Subordinated Note (6.5% Cash, 3.5% PIK, Due 05/16)
|
|
5,537,286
|
|
|
5,453,091
|
|
|
3,619,000
|
|
|||
Class A Units (5,000 HoldCo. units)
|
|
|
|
500,000
|
|
|
—
|
|
||||||||
Class A Units (3,907 OpCo. units)
|
|
|
|
3,907
|
|
|
—
|
|
||||||||
|
|
5,537,286
|
|
|
5,956,998
|
|
|
3,619,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
My Alarm Center, LLC (2%)*
|
|
Security Company
|
|
Subordinated Note (12% Cash, 2.5% PIK, Due 09/17)
|
|
8,084,991
|
|
|
8,010,654
|
|
|
8,010,654
|
|
|||
|
Preferred Units (2,000,000 units)
|
|
|
|
2,000,000
|
|
|
2,000,000
|
|
|||||||
|
|
|
8,084,991
|
|
|
10,010,654
|
|
|
10,010,654
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
National Investment Managers Inc. (3%)*
|
|
Retirement Plan Administrator
|
|
Subordinated Note (12% Cash, 5% PIK, Due 09/16)
|
|
12,309,375
|
|
|
12,100,174
|
|
|
12,100,174
|
|
|||
Preferred A Units (90,000 units)
|
|
|
|
900,000
|
|
|
658,000
|
|
||||||||
Common Units (10,000 units)
|
|
|
|
100,000
|
|
|
—
|
|
||||||||
|
|
12,309,375
|
|
|
13,100,174
|
|
|
12,758,174
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Novolyte Technologies, Inc. (0%)*
|
|
Specialty Manufacturing
|
|
Common Units (24,522 units)
|
|
|
|
43,905
|
|
|
178,801
|
|
||||
|
|
|
|
|
43,905
|
|
|
178,801
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Performance Health & Wellness Holdings, Inc. (3%)*
|
|
Designer and Manufacturer of Rehabilitation and Wellness Products
|
|
Subordinated Note (12% Cash, 1% PIK, Due 04/19)
|
|
13,029,262
|
|
|
12,839,320
|
|
|
12,839,320
|
|
|||
|
Class A Limited Partnership Units (15,000 units)
|
|
|
|
1,500,000
|
|
|
1,500,000
|
|
|||||||
|
|
|
13,029,262
|
|
|
14,339,320
|
|
|
14,339,320
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
PowerDirect Marketing, LLC (2%)*
|
|
Marketing Services
|
|
Subordinated Note (12% Cash, 2% PIK, Due 05/16)
|
|
7,660,631
|
|
|
7,069,381
|
|
|
7,069,381
|
|
|||
Common Unit Purchase Warrants
|
|
|
|
590,200
|
|
|
1,820,000
|
|
||||||||
|
|
7,660,631
|
|
|
7,659,581
|
|
|
8,889,381
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
ROM Acquisition Corporation (3%)*
|
|
Military and Industrial Vehicle Equipment Manufacturing
|
|
Subordinated Note (12% Cash, 3% PIK, Due 03/17)
|
|
13,157,755
|
|
|
13,037,948
|
|
|
13,037,948
|
|
|||
|
|
13,157,755
|
|
|
13,037,948
|
|
|
13,037,948
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Sheplers, Inc. (3%)*
|
|
Western Apparel Retailer
|
|
Subordinated Note (13.15% Cash, Due 12/16)
|
|
8,750,000
|
|
|
8,564,503
|
|
|
8,564,503
|
|
|||
Subordinated Note (10% Cash, 7% PIK, Due 12/17)
|
|
4,027,230
|
|
|
3,964,422
|
|
|
3,964,422
|
|
|||||||
|
|
|
12,777,230
|
|
|
12,528,925
|
|
|
12,528,925
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Snacks Holding Corporation (3%)*
|
|
Trail Mixes and Nut Manufacturer and Marketer
|
|
Subordinated Note (12% Cash, 1% PIK, Due 11/17)
|
|
7,152,710
|
|
|
6,835,477
|
|
|
6,835,477
|
|
|||
Preferred A Units (22,368 units)
|
|
|
|
2,124,957
|
|
|
3,016,000
|
|
||||||||
Preferred B Units (10,380 units)
|
|
|
|
986,059
|
|
|
1,430,000
|
|
||||||||
Common Units (190,935 units)
|
|
|
|
150,000
|
|
|
415,000
|
|
||||||||
Common Stock Warrants (14,558 shares)
|
|
|
|
14,558
|
|
|
40,000
|
|
||||||||
|
|
|
7,152,710
|
|
|
10,111,051
|
|
|
11,736,477
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
SRC, Inc. (1%)*
|
|
Specialty Chemical Manufacturer
|
|
Subordinated Notes (12% Cash, 2% PIK, Due 12/14)
|
|
6,023,719
|
|
|
5,856,719
|
|
|
5,643,000
|
|
|||
Common Stock Purchase Warrants
|
|
|
|
123,800
|
|
|
—
|
|
||||||||
|
|
|
6,023,719
|
|
|
5,980,519
|
|
|
5,643,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Stella Environmental Services, LLC (1%)*
|
|
Waste Transfer Stations
|
|
Subordinated Note (12% Cash, 3% PIK, Due 02/17)
|
|
5,916,326
|
|
|
5,788,004
|
|
|
5,788,004
|
|
|||
Common Stock Purchase Warrants
|
|
|
|
20,000
|
|
|
259,000
|
|
||||||||
|
|
|
5,916,326
|
|
|
5,808,004
|
|
|
6,047,004
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Syrgis Holdings, Inc. (0%)*
|
|
Specialty Chemical Manufacturer
|
|
Class C Units (2,114 units)
|
|
|
|
111,037
|
|
|
201,281
|
|
||||
|
|
|
|
111,037
|
|
|
201,281
|
|
TRIANGLE CAPITAL CORPORATION
Consolidated Schedule of Investments
December 31, 2012
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1)(2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
(3)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Affiliate Investments:
|
|
|
|
|
|
|
|
|
|
|
||||||
All Aboard America! Holdings Inc. (2%)*
|
|
Motor Coach Operator
|
|
Subordinated Note (12% Cash, 3% PIK, Due 10/17)
|
|
$
|
8,631,169
|
|
|
$
|
8,473,203
|
|
|
$
|
8,473,203
|
|
|
Convertible Preferred Interest in LLC
|
|
|
|
1,500,000
|
|
|
1,500,000
|
|
|||||||
|
|
|
8,631,169
|
|
|
9,973,203
|
|
|
9,973,203
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
American De-Rosa Lamparts, LLC and Hallmark Lighting (1%)*
|
|
Wholesale and Distribution
|
|
Subordinated Note (12% Cash, 6% PIK, Due 10/13)
|
|
6,436,764
|
|
|
5,679,311
|
|
|
5,679,311
|
|
|||
Membership Units (6,516 units)
|
|
|
|
620,653
|
|
|
—
|
|
||||||||
|
|
|
6,436,764
|
|
|
6,299,964
|
|
|
5,679,311
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
AP Services, Inc. (0%)*
|
|
Fluid Sealing Supplies and Services
|
|
Class A Units (933 units)
|
|
|
|
302,886
|
|
|
556,618
|
|
||||
Class B Units (496 units)
|
|
|
|
—
|
|
|
295,642
|
|
||||||||
|
|
|
|
302,886
|
|
|
852,260
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Asset Point, LLC (2%)*
|
|
Asset Management Software Provider
|
|
Senior Note (12% Cash, 4% PIK, Due 03/13)
|
|
6,305,825
|
|
|
6,299,297
|
|
|
6,299,297
|
|
|||
Senior Note (12% Cash, 2% PIK, Due 07/15)
|
|
630,247
|
|
|
630,247
|
|
|
576,000
|
|
|||||||
Subordinated Note (7% Cash, Due 03/13)
|
|
941,798
|
|
|
941,798
|
|
|
647,000
|
|
|||||||
Membership Units (1,000,000 units)
|
|
|
|
8,203
|
|
|
398,000
|
|
||||||||
Options to Purchase Membership Units (342,407 units)
|
|
|
|
500,000
|
|
|
180,000
|
|
||||||||
Membership Unit Warrants (356,506 units)
|
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
|
7,877,870
|
|
|
8,379,545
|
|
|
8,100,297
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Axxiom Manufacturing, Inc. (0%)*
|
|
Industrial Equipment
Manufacturer |
|
Common Stock (136,400 shares)
|
|
|
|
200,000
|
|
|
1,437,000
|
|
||||
Common Stock Warrant (4,000 shares)
|
|
|
|
—
|
|
|
37,000
|
|
||||||||
|
|
|
|
200,000
|
|
|
1,474,000
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Captek Softgel International, Inc. (2%)*
|
|
Nutraceutical Manufacturer
|
|
Subordinated Note (12% Cash, 4% PIK, Due 08/16)
|
|
8,620,064
|
|
|
8,500,212
|
|
|
8,500,212
|
|
|||
Class A Units (80,000 units)
|
|
|
|
800,000
|
|
|
409,000
|
|
||||||||
|
|
|
8,620,064
|
|
|
9,300,212
|
|
|
8,909,212
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
CIS Secure Computing Inc. (3%)*
|
|
Secure Communications and Computing Solutions Provider
|
|
Subordinated Note (12% Cash, 3% PIK, Due
06/17) |
|
10,144,765
|
|
|
9,966,594
|
|
|
9,966,594
|
|
|||
Common Stock (84 shares)
|
|
|
|
502,320
|
|
|
1,081,000
|
|
||||||||
|
|
10,144,765
|
|
|
10,468,914
|
|
|
11,047,594
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Dyson Corporation (1%)*
|
|
Custom Forging and Fastener Supplies
|
|
Class A Units (1,000,000 units)
|
|
|
|
1,000,000
|
|
|
3,122,000
|
|
||||
|
|
|
|
|
1,000,000
|
|
|
3,122,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Equisales, LLC (0%)*
|
|
Energy Products and Services
|
|
Subordinated Note (6.5% Cash, 10.5% PIK, Due 06/12)
|
|
3,574,630
|
|
|
3,157,043
|
|
|
250,000
|
|
|||
Class A Units (500,000 units)
|
|
|
|
480,900
|
|
|
—
|
|
||||||||
|
|
|
3,574,630
|
|
|
3,637,943
|
|
|
250,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Fischbein Partners, LLC (2%)*
|
|
Packaging and Materials Handling Equipment Manufacturer
|
|
Class A Units (1,750,000 units)
|
|
|
|
417,088
|
|
|
6,616,000
|
|
||||
|
|
|
|
|
417,088
|
|
|
6,616,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Main Street Gourmet, LLC (1%)*
|
|
Baked Goods Provider
|
|
Subordinated Note (12% Cash, 4.5% PIK, Due 10/16)
|
|
4,327,970
|
|
|
4,268,044
|
|
|
4,268,044
|
|
|||
Jr. Subordinated Note (8% Cash, 2% PIK, Due 04/17)
|
|
1,035,758
|
|
|
1,020,646
|
|
|
1,020,646
|
|
|||||||
Preferred Units (233 units)
|
|
|
|
211,867
|
|
|
153,000
|
|
||||||||
Common B Units (3,000 units)
|
|
|
|
23,140
|
|
|
—
|
|
||||||||
Common A Units (1,652 units)
|
|
|
|
14,993
|
|
|
—
|
|
||||||||
|
|
|
5,363,728
|
|
|
5,538,690
|
|
|
5,441,690
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
PartsNow!, LLC (3%)*
|
|
Printer Parts Distributor
|
|
Subordinated Note (12% Cash, 3% PIK, Due 08/17)
|
|
11,113,184
|
|
|
10,908,758
|
|
|
10,908,758
|
|
|||
|
Member Units (1,000,000 units)
|
|
|
|
1,000,000
|
|
|
1,000,000
|
|
|||||||
|
Royalty Rights
|
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
|
11,113,184
|
|
|
11,908,758
|
|
|
11,908,758
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Pine Street Holdings, LLC (0%)*
|
|
Oil and Gas Services
|
|
Preferred Units (200 units)
|
|
|
|
200,000
|
|
|
417,000
|
|
||||
|
Common Unit Warrants (2,220 units)
|
|
|
|
—
|
|
|
36,000
|
|
|||||||
|
|
|
|
|
200,000
|
|
|
453,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
TRIANGLE CAPITAL CORPORATION
Consolidated Schedule of Investments
December 31, 2012
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1)(2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
(3)
|
||||||
Plantation Products, LLC (6%)*
|
|
Seed Manufacturing
|
|
Subordinated Notes (10.5% Cash, 7% PIK, Due 11/17)
|
|
$
|
19,308,135
|
|
|
$
|
19,108,298
|
|
|
$
|
19,108,298
|
|
Preferred Units (4,312 units)
|
|
|
|
4,312,000
|
|
|
4,660,000
|
|
||||||||
Common Units (352,000 units)
|
|
|
|
88,000
|
|
|
382,000
|
|
||||||||
|
|
|
19,308,135
|
|
|
23,508,298
|
|
|
24,150,298
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
QC Holdings, Inc. (0%)*
|
|
Lab Testing Services
|
|
Common Stock (5,594 shares)
|
|
|
|
563,602
|
|
|
233,000
|
|
||||
|
|
|
|
|
563,602
|
|
|
233,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Technology Crops International (2%)*
|
|
Supply Chain Management Services
|
|
Subordinated Note (12% Cash, 5% PIK, Due 03/15)
|
|
5,902,282
|
|
|
5,853,425
|
|
|
5,853,425
|
|
|||
Common Units (50 units)
|
|
|
|
500,000
|
|
|
680,000
|
|
||||||||
|
|
|
5,902,282
|
|
|
6,353,425
|
|
|
6,533,425
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Venture Technology Groups, Inc. (0%)*
|
|
Fluid and Gas Handling Products Distributor
|
|
Subordinated Note (12.5% Cash, 4% PIK, Due 09/16)
|
|
5,731,024
|
|
|
5,469,170
|
|
|
1,288,000
|
|
|||
Class A Units (1,000,000 units)
|
|
|
|
1,000,000
|
|
|
—
|
|
||||||||
|
|
5,731,024
|
|
|
6,469,170
|
|
|
1,288,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Waste Recyclers Holdings, LLC (1%)*
|
|
Environmental and Facilities Services
|
|
Class A Preferred Units (280 units)
|
|
|
|
2,251,100
|
|
|
—
|
|
||||
Class B Preferred Units (11,484,867 units)
|
|
|
|
3,304,218
|
|
|
2,974,000
|
|
||||||||
Class C Preferred Units (1,444,475 units)
|
|
|
|
246,598
|
|
|
663,000
|
|
||||||||
Common Unit Purchase Warrant (1,170,083 units)
|
|
|
|
748,900
|
|
|
—
|
|
||||||||
Common Units (153,219 units)
|
|
|
|
180,783
|
|
|
—
|
|
||||||||
|
|
|
|
|
6,731,599
|
|
|
3,637,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Wythe Will Tzetzo, LLC (3%)*
|
|
Confectionary Goods Distributor
|
|
Subordinated Notes (13% Cash, Due 10/16)
|
|
10,357,475
|
|
|
9,964,397
|
|
|
9,964,397
|
|
|||
Series A Preferred Units (74,764 units)
|
|
|
|
1,500,000
|
|
|
3,007,000
|
|
||||||||
Common Unit Purchase Warrants (25,065 units)
|
|
|
|
301,510
|
|
|
768,000
|
|
||||||||
|
|
|
10,357,475
|
|
|
11,765,907
|
|
|
13,739,397
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Subtotal Affiliate Investments
|
|
|
|
103,061,090
|
|
|
123,019,204
|
|
|
123,408,445
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Control Investments:
|
|
|
|
|
|
|
|
|
|
|
||||||
FCL Graphics, Inc. (“FCL”) and FCL Holding SPV, LLC (“SPV”) (1%)*
|
|
Commercial Printing Services
|
|
Senior Note-FCL (5.0% Cash, Due 09/16)
|
|
1,386,706
|
|
|
1,386,706
|
|
|
1,386,706
|
|
|||
Senior Note-FCL (8.0% Cash, 2% PIK, Due 09/16)
|
|
1,171,394
|
|
|
1,170,881
|
|
|
1,006,000
|
|
|||||||
Senior Note-SPV (2.5% Cash, 6% PIK, Due 09/16)
|
|
1,007,272
|
|
|
1,007,272
|
|
|
—
|
|
|||||||
Members Interests-SPV (299,875 units)
|
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
|
3,565,372
|
|
|
3,564,859
|
|
|
2,392,706
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Fire Sprinkler Systems, Inc. (0%)*
|
|
Specialty Trade Contractors
|
|
Subordinated Notes (2% PIK, Due 03/13)
|
|
3,565,051
|
|
|
2,992,528
|
|
|
140,000
|
|
|||
Common Stock (2,978 shares)
|
|
|
|
294,624
|
|
|
—
|
|
||||||||
|
|
3,565,051
|
|
|
3,287,152
|
|
|
140,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Fischbein, LLC (0%)*
|
|
Packaging and Materials Handling Equipment Manufacturer
|
|
Class A-1 Common Units (501,984 units)
|
|
|
|
29,575
|
|
|
141,512
|
|
||||
Class A Common Units (3,839,068 units)
|
|
|
|
226,182
|
|
|
927,121
|
|
||||||||
|
|
|
|
255,757
|
|
|
1,068,633
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Gerli & Company (0%)*
|
|
Specialty Woven Fabrics Manufacturer
|
|
Subordinated Note (10% Cash, Due 03/15)
|
|
264,694
|
|
|
250,000
|
|
|
250,000
|
|
|||
Subordinated Note (8.5% Cash, Due 03/15)
|
|
3,483,770
|
|
|
3,000,000
|
|
|
464,000
|
|
|||||||
Class A Preferred Shares (1,211 shares)
|
|
|
|
855,000
|
|
|
—
|
|
||||||||
Class C Preferred Shares (744 shares)
|
|
|
|
—
|
|
|
—
|
|
||||||||
Class E Preferred Shares (400 shares)
|
|
|
|
161,440
|
|
|
—
|
|
||||||||
Common Stock (300 shares)
|
|
|
|
100,000
|
|
|
—
|
|
||||||||
|
|
|
3,748,464
|
|
|
4,366,440
|
|
|
714,000
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Subtotal Control Investments
|
|
|
|
10,878,887
|
|
|
11,474,208
|
|
|
4,315,339
|
|
|||||
|
|
|
|
|
|
|
|
|
||||||||
Total Investments, December 31, 2012 (169%)*
|
|
|
|
$
|
646,891,362
|
|
|
$
|
700,230,504
|
|
|
$
|
706,802,723
|
|
(1)
|
All debt investments are income producing. Equity and equity-linked investments are non-income producing.
|
(2)
|
Disclosures of interest rates on notes include cash interest rates and payment-in-kind (“PIK”) interest rates.
|
(3)
|
All investments are restricted as to resale and were valued at fair value as determined in good faith by the Board of Directors.
|
•
|
The Company acquired 100% of the limited partnership interests in Triangle SBIC in exchange for approximately 1.9 million shares of the Company’s common stock. Triangle SBIC became a wholly-owned subsidiary of the Company, retained its license under the authority of the SBA to operate as an SBIC and continues to hold its existing investments and make new investments with the proceeds from the IPO; and
|
•
|
The Company acquired 100% of the equity interests in TML, and the management agreement between Triangle SBIC and Triangle Capital Partners, LLC was terminated.
|
For the quarter ended:
|
|
Total
companies
|
|
Percent of total
investments at
fair value(1)
|
March 31, 2011
|
|
11
|
|
34%
|
June 30, 2011
|
|
13
|
|
26%
|
September 30, 2011
|
|
11
|
|
31%
|
December 31, 2011
|
|
12
|
|
22%
|
March 31, 2012
|
|
10
|
|
19%
|
June 30, 2012
|
|
14
|
|
21%
|
September 30, 2012
|
|
16
|
|
33%
|
December 31, 2012
|
|
17
|
|
30%
|
March 31, 2013
|
|
17
|
|
23%
|
June 30, 2013
|
|
13
|
|
27%
|
September 30, 2013
|
|
14
|
|
28%
|
December 31, 2013
|
|
14
|
|
21%
|
(1)
|
Exclusive of the fair value of new investments made during the quarter.
|
December 31, 2013:
|
Fair Value
|
|
Valuation
Model
|
|
Level 3
Input
|
|
Range of
Inputs
|
|
Weighted
Average
|
||
Subordinated debt and 2
nd
lien notes
|
$
|
508,522,575
|
|
|
Income
Approach
|
|
Required Rate of Return
|
|
8.3% – 30.0%
|
|
14.7%
|
|
|
|
|
Leverage Ratio
|
|
0.8x – 6.7x
|
|
3.9x
|
|||
|
|
|
|
Adjusted EBITDA
|
|
$1.0 million – $77.0 million
|
|
$17.0 million
|
|||
Subordinated debt and 2
nd
lien notes
|
5,945,000
|
|
|
Enterprise
Value Waterfall
Approach |
|
Adjusted EBITDA Multiple
|
|
4.5x – 5.5x
|
|
4.9x
|
|
|
|
|
|
Adjusted EBITDA
|
|
$0.5 million – $4.7 million
|
|
$1.4 million
|
|||
Senior debt and 1
st
lien notes
|
45,968,765
|
|
|
Income
Approach
|
|
Required Rate of Return
|
|
4.8% – 19.0%
|
|
12.9%
|
|
|
|
|
|
Leverage Ratio
|
|
0.0x – 6.4x
|
|
2.9x
|
|||
|
|
|
|
Adjusted EBITDA
|
|
$1.0 million – $4.7 million
|
|
$2.8 million
|
|||
Equity shares and warrants
|
103,863,849
|
|
|
Enterprise
Value Waterfall
Approach |
|
Adjusted EBITDA Multiple
|
|
3.8x – 10.0x
|
|
6.4x
|
|
|
|
|
|
Adjusted EBITDA
|
|
$0.5 million – $77.0 million
|
|
$15.9 million
|
|||
|
|
|
|
|
Revenue Multiple
|
|
1.5x – 4.2x
|
|
3.9x
|
||
|
|
|
|
|
Revenues
|
|
$8.5 million – $59.5 million
|
|
$50.8 million
|
December 31, 2012:
|
Fair Value
|
|
Valuation
Model
|
|
Level 3
Input
|
|
Range of
Inputs
|
|
Weighted
Average
|
||
Subordinated debt and 2
nd
lien notes
|
$
|
553,136,550
|
|
|
Income
Approach
|
|
Required Rate of Return
|
|
10.0% – 25.0%
|
|
15.0%
|
|
|
|
|
Leverage Ratio
|
|
0.8x – 8.8x
|
|
3.4x
|
|||
|
|
|
|
Adjusted EBITDA
|
|
$0.7 million – $53.5 million
|
|
$16.9 million
|
|||
Subordinated debt and 2
nd
lien notes
|
6,219,000
|
|
|
Enterprise
Value Waterfall
Approach |
|
Adjusted EBITDA Multiple
|
|
5.5x – 6.0x
|
|
6.0x
|
|
|
|
|
|
Adjusted EBITDA
|
|
$1.5 million – $4.7 million
|
|
$1.7 million
|
|||
Senior debt and 1
st
lien notes
|
46,576,994
|
|
|
Income
Approach
|
|
Required Rate of Return
|
|
5.0% – 20.0%
|
|
15.4%
|
|
|
|
|
|
Leverage Ratio
|
|
0.8x – 8.8x
|
|
3.5x
|
|||
|
|
|
|
Adjusted EBITDA
|
|
$0.8 million – $8.2 million
|
|
$4.6 million
|
|||
Equity shares and warrants
|
100,738,179
|
|
|
Enterprise
Value Waterfall
Approach |
|
Adjusted EBITDA Multiple
|
|
4.0x – 11.0x
|
|
6.8x
|
|
|
|
|
|
Adjusted EBITDA
|
|
$0.8 million – $53.5 million
|
|
$19.1 million
|
|||
|
|
|
|
|
Revenue Multiple
|
|
1.5x – 4.8x
|
|
3.1x
|
||
|
|
|
|
|
Revenues
|
|
$8.0 million – $51.2 million
|
|
$36.6 million
|
Declared
|
|
Record
|
|
Payable
|
|
Per Share
Amount
|
|
Amount
paid in
Cash
|
|
DRIP
|
|
Total
|
||||||||
May 9, 2007
|
|
May 31, 2007
|
|
June 28, 2007
|
|
$
|
0.15
|
|
|
$
|
358,000
|
|
|
$
|
645,000
|
|
|
$
|
1,003,000
|
|
August 8, 2007
|
|
August 30, 2007
|
|
September 27, 2007
|
|
0.26
|
|
|
769,000
|
|
|
981,000
|
|
|
1,750,000
|
|
||||
November 7, 2007
|
|
November 29, 2007
|
|
December 27, 2007
|
|
0.27
|
|
|
1,837,000
|
|
|
—
|
|
|
1,837,000
|
|
||||
December 14, 2007
|
|
December 31, 2007
|
|
January 28, 2008
|
|
0.30
|
|
|
2,041,000
|
|
|
—
|
|
|
2,041,000
|
|
||||
Total 2007 dividends and distributions
|
|
0.98
|
|
|
5,005,000
|
|
|
1,626,000
|
|
|
6,631,000
|
|
||||||||
May 7, 2008
|
|
June 5, 2008
|
|
June 26, 2008
|
|
0.31
|
|
|
2,144,000
|
|
|
—
|
|
|
2,144,000
|
|
||||
July 21, 2008
|
|
August 14, 2008
|
|
September 4, 2008
|
|
0.35
|
|
|
2,421,000
|
|
|
—
|
|
|
2,421,000
|
|
||||
October 9, 2008
|
|
October 30, 2008
|
|
November 20, 2008
|
|
0.38
|
|
|
2,629,000
|
|
|
—
|
|
|
2,629,000
|
|
||||
December 7, 2008
|
|
December 23, 2008
|
|
January 6, 2009
|
|
0.40
|
|
|
2,767,000
|
|
|
—
|
|
|
2,767,000
|
|
||||
Total 2008 dividends and distributions
|
|
1.44
|
|
|
9,961,000
|
|
|
—
|
|
|
9,961,000
|
|
||||||||
February 13, 2009
|
|
February 27, 2009
|
|
March 13, 2009
|
|
0.05
|
|
|
352,000
|
|
|
—
|
|
|
352,000
|
|
||||
March 11, 2009
|
|
March 25, 2009
|
|
April 8, 2009
|
|
0.40
|
|
|
2,817,000
|
|
|
—
|
|
|
2,817,000
|
|
||||
June 16, 2009
|
|
July 9, 2009
|
|
July 23, 2009
|
|
0.40
|
|
|
3,333,000
|
|
|
—
|
|
|
3,333,000
|
|
||||
September 23, 2009
|
|
October 8, 2009
|
|
October 22, 2009
|
|
0.41
|
|
|
3,030,000
|
|
|
1,000,000
|
|
|
4,030,000
|
|
||||
December 1, 2009
|
|
December 22, 2009
|
|
January 5, 2010
|
|
0.41
|
|
|
3,583,000
|
|
|
1,215,000
|
|
|
4,798,000
|
|
||||
Total 2009 dividends and distributions
|
|
1.67
|
|
|
13,115,000
|
|
|
2,215,000
|
|
|
15,330,000
|
|
||||||||
March 11, 2010
|
|
March 25, 2010
|
|
April 8, 2010
|
|
0.41
|
|
|
3,803,000
|
|
|
1,090,000
|
|
|
4,893,000
|
|
||||
June 1, 2010
|
|
June 15, 2010
|
|
June 29, 2010
|
|
0.41
|
|
|
4,009,000
|
|
|
915,000
|
|
|
4,924,000
|
|
||||
August 25, 2010
|
|
September 8, 2010
|
|
September 22, 2010
|
|
0.41
|
|
|
4,137,000
|
|
|
813,000
|
|
|
4,950,000
|
|
||||
December 01, 2010
|
|
December 15, 2010
|
|
December 29, 2010
|
|
0.42
|
|
|
5,406,000
|
|
|
846,000
|
|
|
6,252,000
|
|
||||
Total 2010 dividends and distributions
|
|
1.65
|
|
|
17,355,000
|
|
|
3,664,000
|
|
|
21,019,000
|
|
||||||||
February 23, 2011
|
|
March 16, 2011
|
|
March 30, 2011
|
|
0.42
|
|
|
6,679,000
|
|
|
1,094,000
|
|
|
7,773,000
|
|
||||
May 31, 2011
|
|
June 15, 2011
|
|
June 29, 2011
|
|
0.44
|
|
|
7,156,000
|
|
|
1,015,000
|
|
|
8,171,000
|
|
||||
August 31, 2011
|
|
September 14, 2011
|
|
September 28, 2011
|
|
0.44
|
|
|
8,993,000
|
|
|
973,000
|
|
|
9,966,000
|
|
||||
November 2, 2011
|
|
December 14, 2011
|
|
December 28, 2011
|
|
0.47
|
|
|
9,543,000
|
|
|
1,133,000
|
|
|
10,676,000
|
|
||||
Total 2011 dividends and distributions
|
|
1.77
|
|
|
32,371,000
|
|
|
4,215,000
|
|
|
36,586,000
|
|
||||||||
February 28, 2012
|
|
March 14, 2012
|
|
March 28, 2012
|
|
0.47
|
|
|
11,760,000
|
|
|
1,028,000
|
|
|
12,788,000
|
|
||||
May 30, 2012
|
|
June 13, 2012
|
|
June 27, 2012
|
|
0.50
|
|
|
12,994,000
|
|
|
636,000
|
|
|
13,630,000
|
|
||||
August 29, 2012
|
|
September 12, 2012
|
|
September 26, 2012
|
|
0.52
|
|
|
13,392,000
|
|
|
799,000
|
|
|
14,191,000
|
|
||||
November 28, 2012
|
|
December 12, 2012
|
|
December 26, 2012
|
|
0.53
|
|
|
13,643,000
|
|
|
837,000
|
|
|
14,480,000
|
|
||||
Total 2012 dividends and distributions
|
|
2.02
|
|
|
51,789,000
|
|
|
3,300,000
|
|
|
55,089,000
|
|
||||||||
February 27, 2013
|
|
March 13, 2013
|
|
March 27, 2013
|
|
0.54
|
|
|
14,072,000
|
|
|
797,000
|
|
|
14,869,000
|
|
||||
May 29, 2013
|
|
June 12, 2013
|
|
June 26, 2013
|
|
0.54
|
|
|
14,115,000
|
|
|
773,000
|
|
|
14,888,000
|
|
||||
August 28, 2013
|
|
September 11, 2013
|
|
September 25, 2013
|
|
0.54
|
|
|
14,140,000
|
|
|
792,000
|
|
|
14,932,000
|
|
||||
November 27, 2013
|
|
December 11, 2013
|
|
December 24, 2013
|
|
0.54
|
|
|
14,409,000
|
|
|
538,000
|
|
|
14,947,000
|
|
||||
Total 2013 dividends and distributions
|
|
2.16
|
|
|
56,736,000
|
|
|
2,900,000
|
|
|
59,636,000
|
|
||||||||
Total dividends and distributions
|
|
|
|
$
|
11.69
|
|
|
$
|
186,332,000
|
|
|
$
|
17,920,000
|
|
|
$
|
204,252,000
|
|
|
|
Cost
|
|
Percentage of
Total
Portfolio
|
|
Fair Value
|
|
Percentage of
Total Portfolio
|
||||||
December 31, 2013:
|
|
|
|
|
|
|
|
|
||||||
Subordinated debt and 2
nd
lien notes
|
|
$
|
540,561,082
|
|
|
83
|
%
|
|
$
|
514,467,575
|
|
|
77
|
%
|
Senior debt and 1
st
lien notes
|
|
46,102,133
|
|
|
7
|
|
|
45,968,765
|
|
|
7
|
|
||
Equity shares
|
|
56,985,933
|
|
|
9
|
|
|
79,935,246
|
|
|
12
|
|
||
Equity warrants
|
|
10,168,637
|
|
|
1
|
|
|
23,928,603
|
|
|
4
|
|
||
Royalty rights
|
|
—
|
|
|
—
|
|
|
73,000
|
|
|
—
|
|
||
|
|
$
|
653,817,785
|
|
|
100
|
%
|
|
$
|
664,373,189
|
|
|
100
|
%
|
December 31, 2012:
|
|
|
|
|
|
|
|
|
||||||
Subordinated debt and 2
nd
lien notes
|
|
$
|
582,365,584
|
|
|
83
|
%
|
|
$
|
559,355,550
|
|
|
79
|
%
|
Senior debt and 1
st
lien notes
|
|
46,955,594
|
|
|
7
|
|
|
46,576,994
|
|
|
7
|
|
||
Equity shares
|
|
60,948,229
|
|
|
9
|
|
|
78,979,179
|
|
|
11
|
|
||
Equity warrants
|
|
9,961,097
|
|
|
1
|
|
|
21,759,000
|
|
|
3
|
|
||
Royalty rights
|
|
—
|
|
|
—
|
|
|
132,000
|
|
|
—
|
|
||
|
|
$
|
700,230,504
|
|
|
100
|
%
|
|
$
|
706,802,723
|
|
|
100
|
%
|
|
Fair Value at December 31, 2013
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Subordinated debt and 2
nd
lien notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
514,467,575
|
|
|
$
|
514,467,575
|
|
Senior debt and 1
st
lien notes
|
—
|
|
|
—
|
|
|
45,968,765
|
|
|
45,968,765
|
|
||||
Equity shares
|
—
|
|
|
—
|
|
|
79,935,246
|
|
|
79,935,246
|
|
||||
Equity warrants
|
—
|
|
|
—
|
|
|
23,928,603
|
|
|
23,928,603
|
|
||||
Royalty rights
|
—
|
|
|
—
|
|
|
73,000
|
|
|
73,000
|
|
||||
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
664,373,189
|
|
|
$
|
664,373,189
|
|
|
|
|
|
|
|
|
|
||||||||
|
Fair Value at December 31, 2012
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Subordinated debt and 2
nd
lien notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
559,355,550
|
|
|
$
|
559,355,550
|
|
Senior debt and 1
st
lien notes
|
—
|
|
|
—
|
|
|
46,576,994
|
|
|
46,576,994
|
|
||||
Equity shares
|
—
|
|
|
—
|
|
|
78,979,179
|
|
|
78,979,179
|
|
||||
Equity warrants
|
—
|
|
|
—
|
|
|
21,759,000
|
|
|
21,759,000
|
|
||||
Royalty rights
|
—
|
|
|
—
|
|
|
132,000
|
|
|
132,000
|
|
||||
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
706,802,723
|
|
|
$
|
706,802,723
|
|
Year Ended
December 31, 2013:
|
Subordinated
Debt and 2
nd
Lien Notes
|
|
Senior Debt
and 1
st
Lien
Notes
|
|
Equity
Shares
|
|
Equity
Warrants
|
|
Royalty
Rights
|
|
Total
|
||||||||||||
Fair value, beginning of period
|
$
|
559,355,550
|
|
|
$
|
46,576,994
|
|
|
$
|
78,979,179
|
|
|
$
|
21,759,000
|
|
|
$
|
132,000
|
|
|
$
|
706,802,723
|
|
New investments
|
143,261,733
|
|
|
20,275,476
|
|
|
8,636,995
|
|
|
2,146,000
|
|
|
—
|
|
|
174,320,204
|
|
||||||
Investment Reclass
|
8,769,569
|
|
|
(8,769,569
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Proceeds from sales of investments
|
—
|
|
|
—
|
|
|
(24,007,653
|
)
|
|
(10,010,193
|
)
|
|
—
|
|
|
(34,017,846
|
)
|
||||||
Loan origination fees received
|
(1,850,794
|
)
|
|
(300,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,150,794
|
)
|
||||||
Principal repayments received
|
(200,771,121
|
)
|
|
(12,565,473
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(213,336,594
|
)
|
||||||
PIK interest earned
|
16,032,871
|
|
|
987,624
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,020,495
|
|
||||||
PIK interest payments received
|
(11,535,063
|
)
|
|
(507,608
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,042,671
|
)
|
||||||
Accretion of loan discounts
|
1,484,751
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,484,751
|
|
||||||
Accretion of deferred loan origination revenue
|
3,650,384
|
|
|
239,808
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,890,192
|
|
||||||
Realized gain
|
(914,551
|
)
|
|
—
|
|
|
11,408,362
|
|
|
7,925,733
|
|
|
—
|
|
|
18,419,544
|
|
||||||
Unrealized gain (loss)
|
(3,015,754
|
)
|
|
31,513
|
|
|
4,918,363
|
|
|
2,108,063
|
|
|
(59,000
|
)
|
|
3,983,185
|
|
||||||
Fair value, end of period
|
$
|
514,467,575
|
|
|
$
|
45,968,765
|
|
|
$
|
79,935,246
|
|
|
$
|
23,928,603
|
|
|
$
|
73,000
|
|
|
$
|
664,373,189
|
|
Year Ended
December 31, 2012:
|
Subordinated
Debt and 2
nd
Lien Notes
|
|
Senior Debt
and 1
st
Lien
Notes
|
|
Equity
Shares
|
|
Equity
Warrants
|
|
Royalty
Rights
|
|
Total
|
||||||||||||
Fair value, beginning of period
|
$
|
387,169,056
|
|
|
$
|
59,974,195
|
|
|
$
|
43,972,024
|
|
|
$
|
15,043,300
|
|
|
$
|
920,000
|
|
|
$
|
507,078,575
|
|
New investments
|
314,045,768
|
|
|
2,986,663
|
|
|
30,183,406
|
|
|
1,722,317
|
|
|
—
|
|
|
348,938,154
|
|
||||||
Proceeds from sales of investments
|
—
|
|
|
—
|
|
|
(9,343,938
|
)
|
|
(818,732
|
)
|
|
(874,400
|
)
|
|
(11,037,070
|
)
|
||||||
Loan origination fees received
|
(5,431,915
|
)
|
|
(200,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,631,915
|
)
|
||||||
Principal repayments received
|
(130,160,007
|
)
|
|
(18,081,249
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(148,241,256
|
)
|
||||||
PIK interest earned
|
13,545,360
|
|
|
1,443,258
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,988,618
|
|
||||||
PIK interest payments received
|
(8,317,521
|
)
|
|
(786,028
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,103,549
|
)
|
||||||
Accretion of loan discounts
|
1,591,831
|
|
|
308,083
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,899,914
|
|
||||||
Accretion of deferred loan origination revenue
|
3,006,784
|
|
|
407,994
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,414,778
|
|
||||||
Realized gain (loss)
|
254,565
|
|
|
254,046
|
|
|
5,367,033
|
|
|
785,132
|
|
|
—
|
|
|
6,660,776
|
|
||||||
Unrealized gain (loss)
|
(16,348,371
|
)
|
|
270,032
|
|
|
8,800,654
|
|
|
5,026,983
|
|
|
$
|
86,400
|
|
|
(2,164,302
|
)
|
|||||
Fair value, end of period
|
$
|
559,355,550
|
|
|
$
|
46,576,994
|
|
|
$
|
78,979,179
|
|
|
$
|
21,759,000
|
|
|
$
|
132,000
|
|
|
$
|
706,802,723
|
|
Issuance/Pooling Date
|
|
Maturity Date
|
|
Interest Rate as of December 31, 2013
|
|
December 31,
2013
|
|
December 31,
2012
|
||||
SBA-Guaranteed Debentures:
|
|
|
|
|
|
|
|
|
||||
September 24, 2008
|
|
September 1, 2018
|
|
N/A
|
|
$
|
—
|
|
|
$
|
20,500,000
|
|
March 25, 2009
|
|
March 1, 2019
|
|
5.337%
|
|
22,000,000
|
|
|
22,000,000
|
|
||
March 24, 2010
|
|
March 1, 2020
|
|
4.825%
|
|
6,800,000
|
|
|
6,800,000
|
|
||
September 22, 2010
|
|
September 1, 2020
|
|
3.687%
|
|
32,590,000
|
|
|
32,590,000
|
|
||
March 29, 2011
|
|
March 1, 2021
|
|
4.474%
|
|
75,400,000
|
|
|
75,400,000
|
|
||
September 21, 2011
|
|
September 1, 2021
|
|
3.392%
|
|
19,100,000
|
|
|
19,100,000
|
|
||
December 21, 2012
|
|
March 1, 2023
|
|
3.155%
|
|
30,000,000
|
|
|
30,000,000
|
|
||
SBA-Guaranteed LMI Debenture:
|
|
|
|
|
|
|
|
|
||||
September 14, 2010
|
|
March 1, 2016
|
|
2.508%
|
|
7,395,211
|
|
|
7,214,579
|
|
||
Credit Facility:
|
|
|
|
|
|
|
|
|
||||
June 26, 2013
|
|
September 17, 2017
|
|
4.025%
|
|
11,221,246
|
|
|
—
|
|
||
Notes:
|
|
|
|
|
|
|
|
|
||||
March 2, 2012
|
|
March 15, 2019
|
|
7.000%
|
|
69,000,000
|
|
|
69,000,000
|
|
||
October 19, 2012
|
|
December 15, 2022
|
|
6.375%
|
|
80,500,000
|
|
|
80,500,000
|
|
||
|
|
|
|
|
|
$
|
354,006,457
|
|
|
$
|
363,104,579
|
|
|
|
December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Additional paid-in capital
|
|
$
|
(1,159,313
|
)
|
|
$
|
4,461,480
|
|
|
$
|
584,146
|
|
Investment income in excess of distributions
|
|
$
|
886,426
|
|
|
$
|
(1,256,028
|
)
|
|
$
|
638,083
|
|
Accumulated realized gains on investments
|
|
$
|
272,887
|
|
|
$
|
(3,205,452
|
)
|
|
$
|
(1,222,229
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Ordinary income
|
|
$
|
57,920,707
|
|
|
$
|
54,174,924
|
|
|
$
|
35,954,170
|
|
Distributions of long-term capital gains
|
|
508,982
|
|
|
—
|
|
|
—
|
|
|||
Distributions on a tax basis
|
|
$
|
58,429,689
|
|
|
$
|
54,174,924
|
|
|
$
|
35,954,170
|
|
|
|
December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Undistributed net investment income
|
|
$
|
9,870,670
|
|
|
$
|
5,360,266
|
|
|
$
|
8,041,850
|
|
Accumulated capital gains (losses)
|
|
18,321,413
|
|
|
—
|
|
|
—
|
|
|||
Other permanent differences relating to the Company’s formation
|
|
1,975,543
|
|
|
1,975,543
|
|
|
1,975,543
|
|
|||
Other temporary differences
|
|
(1,032,839
|
)
|
|
3,118,678
|
|
|
(840,620
|
)
|
|||
Unrealized appreciation
|
|
7,586,753
|
|
|
3,531,375
|
|
|
6,790,138
|
|
|||
Components of distributable earnings at year end
|
|
$
|
36,721,540
|
|
|
$
|
13,985,862
|
|
|
$
|
15,966,911
|
|
|
|
Years Ended December 31,
|
|||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
|
Number
of Shares
|
|
Weighted Average
Grant Date Fair
Value per Share
|
|
Number
of Shares
|
|
Weighted Average
Grant Date Fair
Value per Share
|
|
Number
of Shares
|
|
Weighted Average
Grant Date Fair
Value per Share
|
|||||||||
Unvested shares, beginning of period
|
|
290,198
|
|
|
$
|
18.52
|
|
|
359,555
|
|
|
$
|
15.39
|
|
|
302,698
|
|
|
$
|
11.40
|
|
Shares granted during the period
|
|
309,430
|
|
|
$
|
28.66
|
|
|
235,086
|
|
|
$
|
19.00
|
|
|
161,174
|
|
|
$
|
20.37
|
|
Shares vested during the period
|
|
(7,455
|
)
|
|
$
|
20.12
|
|
|
(304,443
|
)
|
|
$
|
15.19
|
|
|
(104,317
|
)
|
|
$
|
11.53
|
|
Unvested shares, end of period
|
|
592,173
|
|
|
$
|
23.80
|
|
|
290,198
|
|
|
$
|
18.52
|
|
|
359,555
|
|
|
$
|
15.39
|
|
Year ending December 31,
|
Rent Commitment
|
||
2014
|
$
|
398,462
|
|
2015
|
407,417
|
|
|
2016
|
416,587
|
|
|
2017
|
425,971
|
|
|
2018
|
435,571
|
|
|
2019
|
187,637
|
|
|
Total
|
$
|
2,271,645
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Per share data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net asset value at beginning of period
|
|
$
|
15.30
|
|
|
$
|
14.68
|
|
|
$
|
12.09
|
|
|
$
|
11.03
|
|
|
$
|
13.22
|
|
Net investment income(1)
|
|
2.23
|
|
|
2.16
|
|
|
2.07
|
|
|
1.62
|
|
|
1.63
|
|
|||||
Net realized gain (loss) on investments(1)
|
|
0.67
|
|
|
0.25
|
|
|
0.56
|
|
|
(0.43
|
)
|
|
0.05
|
|
|||||
Net unrealized appreciation (depreciation) on investments / foreign currency(1)
|
|
0.08
|
|
|
(0.11
|
)
|
|
0.33
|
|
|
0.86
|
|
|
(1.20
|
)
|
|||||
Total increase from investment operations(1)
|
|
2.98
|
|
|
2.30
|
|
|
2.96
|
|
|
2.05
|
|
|
0.48
|
|
|||||
Cash dividends/distributions declared
|
|
(2.16
|
)
|
|
(2.02
|
)
|
|
(1.77
|
)
|
|
(1.65
|
)
|
|
(1.67
|
)
|
|||||
Taxes paid on deemed distribution of long-term capital gains
|
|
—
|
|
|
(0.09
|
)
|
|
(0.02
|
)
|
|
—
|
|
|
—
|
|
|||||
Common stock offerings
|
|
—
|
|
|
0.54
|
|
|
1.61
|
|
|
0.67
|
|
|
(0.53
|
)
|
|||||
Stock-based compensation(1)
|
|
(0.03
|
)
|
|
(0.08
|
)
|
|
(0.04
|
)
|
|
(0.05
|
)
|
|
0.08
|
|
|||||
Shares issued pursuant to Dividend Reinvestment Plan
|
|
0.04
|
|
|
0.05
|
|
|
0.03
|
|
|
0.08
|
|
|
0.10
|
|
|||||
Loss on extinguishment of debt(1)
|
|
(0.01
|
)
|
|
(0.03
|
)
|
|
(0.01
|
)
|
|
(0.03
|
)
|
|
—
|
|
|||||
Provision for taxes(1)
|
|
(0.02
|
)
|
|
(0.02
|
)
|
|
(0.05
|
)
|
|
(0.02
|
)
|
|
(0.02
|
)
|
|||||
Other(2)
|
|
—
|
|
|
(0.03
|
)
|
|
(0.12
|
)
|
|
0.01
|
|
|
(0.63
|
)
|
|||||
Net asset value at end of period
|
|
$
|
16.10
|
|
|
$
|
15.30
|
|
|
$
|
14.68
|
|
|
$
|
12.09
|
|
|
$
|
11.03
|
|
Market value at end of period(3)
|
|
$
|
27.65
|
|
|
$
|
25.49
|
|
|
$
|
19.12
|
|
|
$
|
19.00
|
|
|
$
|
12.09
|
|
Shares outstanding at end of period
|
|
27,697,483
|
|
|
27,284,798
|
|
|
22,774,726
|
|
|
14,928,987
|
|
|
11,702,511
|
|
|||||
Net assets at end of period
|
|
$
|
445,792,130
|
|
|
$
|
417,335,244
|
|
|
$
|
334,286,955
|
|
|
$
|
180,479,159
|
|
|
$
|
129,099,192
|
|
Average net assets
|
|
$
|
434,926,009
|
|
|
$
|
406,869,811
|
|
|
$
|
270,041,765
|
|
|
$
|
145,386,905
|
|
|
$
|
98,085,844
|
|
Ratio of total operating expenses to average net assets
|
|
9
|
%
|
|
8
|
%
|
|
9
|
%
|
|
11
|
%
|
|
14
|
%
|
|||||
Ratio of net investment income to average net assets
|
|
14
|
%
|
|
14
|
%
|
|
15
|
%
|
|
14
|
%
|
|
14
|
%
|
|||||
Portfolio turnover ratio
|
|
26
|
%
|
|
27
|
%
|
|
11
|
%
|
|
23
|
%
|
|
12
|
%
|
|||||
Total return(4)
|
|
17
|
%
|
|
44
|
%
|
|
10
|
%
|
|
71
|
%
|
|
35
|
%
|
(1)
|
Weighted average basic per share data.
|
(2)
|
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.
|
(3)
|
Represents the closing price of the Company’s common stock on the last day of the period.
|
(4)
|
The total return equals the change in the market value of the Company’s common stock during the period, plus dividends declared per share during the period, divided by the market value of the Company’s common stock at the beginning of the period.
|
|
|
Quarter Ended
|
||||||||||||||
|
|
March 31,
2013 |
|
June 30,
2013 |
|
September 30,
2013 |
|
December 31,
2013 |
||||||||
Total investment income
|
|
$
|
24,465,935
|
|
|
$
|
27,256,148
|
|
|
$
|
27,315,168
|
|
|
$
|
21,991,114
|
|
Net investment income
|
|
15,233,465
|
|
|
16,271,923
|
|
|
16,779,568
|
|
|
13,243,941
|
|
||||
Net increase in net assets resulting from operations
|
|
18,419,816
|
|
|
21,848,467
|
|
|
23,171,664
|
|
|
17,771,933
|
|
||||
Net investment income per share
|
|
$
|
0.56
|
|
|
$
|
0.59
|
|
|
$
|
0.61
|
|
|
$
|
0.48
|
|
|
|
Quarter Ended
|
||||||||||||||
|
|
March 31,
2012 |
|
June 30,
2012 |
|
September 30,
2012 |
|
December 31,
2012 |
||||||||
Total investment income
|
|
$
|
19,111,853
|
|
|
$
|
21,962,466
|
|
|
$
|
24,326,708
|
|
|
$
|
24,967,440
|
|
Net investment income
|
|
12,193,849
|
|
|
14,050,423
|
|
|
15,876,354
|
|
|
15,541,771
|
|
||||
Net increase in net assets resulting from operations
|
|
12,617,508
|
|
|
15,626,201
|
|
|
16,231,786
|
|
|
15,588,022
|
|
||||
Net investment income per share
|
|
$
|
0.49
|
|
|
$
|
0.52
|
|
|
$
|
0.58
|
|
|
$
|
0.57
|
|
TRIANGLE CAPITAL CORPORATION
Schedule of Investments in and Advances to Affiliates
Year ended December 31, 2013
|
|||||||||||||||||||||
Portfolio Company
|
|
Type of Investment
|
Amount of Interest or Dividends Credits to Income(1)
|
|
December 31, 2012 Value
|
|
Gross Additions(2)
|
|
Gross Reductions(3)
|
|
December 31, 2013 Value
|
||||||||||
Control Investments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
FCL Graphics, Inc. (“FCL”) and FCL Holding SPV, LLC (“SPV”)
|
|
Senior Note-FCL (4.8% Cash)
|
$
|
74,549
|
|
|
$
|
1,386,706
|
|
|
$
|
—
|
|
|
$
|
115,473
|
|
|
$
|
1,271,233
|
|
|
Senior Note-FCL (7.8% Cash, 2% PIK)
|
117,994
|
|
|
1,006,000
|
|
|
56,000
|
|
|
—
|
|
|
1,062,000
|
|
||||||
|
Senior Note-SPV (2.0% Cash, 5.3% PIK)
|
21,543
|
|
|
—
|
|
|
9,000
|
|
|
—
|
|
|
9,000
|
|
||||||
|
Members Interests-SPV (299,875 units)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
214,086
|
|
|
2,392,706
|
|
|
65,000
|
|
|
115,473
|
|
|
2,342,233
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fire Sprinkler Systems, Inc.
|
|
Subordinated Notes (2% PIK)
|
—
|
|
|
140,000
|
|
|
2,852,528
|
|
|
2,992,528
|
|
|
—
|
|
|||||
|
Common Stock (2,978 shares)
|
—
|
|
|
—
|
|
|
294,624
|
|
|
294,624
|
|
|
—
|
|
||||||
|
|
—
|
|
|
140,000
|
|
|
3,147,152
|
|
|
3,287,152
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fischbein, LLC
|
|
Class A-1 Common Units (501,984 units)
|
498
|
|
|
141,512
|
|
|
83,170
|
|
|
224,682
|
|
|
—
|
|
|||||
|
Class A Common Units (3,839,068 units)
|
—
|
|
|
927,121
|
|
|
636,063
|
|
|
1,563,184
|
|
|
—
|
|
||||||
|
|
498
|
|
|
1,068,633
|
|
|
719,233
|
|
|
1,787,866
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gerli & Company
|
|
Subordinated Note (13% Cash)
|
—
|
|
|
250,000
|
|
|
125,000
|
|
|
—
|
|
|
375,000
|
|
|||||
|
Subordinated Note (8.5% Cash)
|
—
|
|
|
464,000
|
|
|
—
|
|
|
106,000
|
|
|
358,000
|
|
||||||
|
Class A Preferred Shares (1,211 shares)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Class C Preferred Shares (744 shares)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Class E Preferred Shares (400 shares)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Common Stock (300 shares)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
—
|
|
|
714,000
|
|
|
125,000
|
|
|
106,000
|
|
|
733,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
SRC, Inc.
|
|
Subordinated Note (10.8% Cash, 0.25% PIK)
|
—
|
|
|
—
|
|
|
250,000
|
|
|
250,000
|
|
|
—
|
|
|||||
Senior Revolver (9.3% Cash)
|
—
|
|
|
—
|
|
|
376,195
|
|
|
—
|
|
|
376,195
|
|
|||||||
Senior Term Loan (10.3% Cash)
|
—
|
|
|
—
|
|
|
1,907,481
|
|
|
—
|
|
|
1,907,481
|
|
|||||||
Debtor in Possession Loan (8.0% Cash)
|
—
|
|
|
—
|
|
|
1,491,800
|
|
|
—
|
|
|
1,491,800
|
|
|||||||
Subordinated Notes (12% Cash, 2% PIK)
|
—
|
|
|
5,643,000
|
|
|
407,357
|
|
|
2,108,357
|
|
|
3,942,000
|
|
|||||||
Common Stock Purchase Warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
—
|
|
|
5,643,000
|
|
|
4,432,833
|
|
|
2,358,357
|
|
|
7,717,476
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Control Investments
|
214,584
|
|
|
9,958,339
|
|
|
8,489,218
|
|
|
7,654,848
|
|
|
10,792,709
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Affiliate Investments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
All Aboard America! Holdings Inc.
|
|
Subordinated Note (12% Cash, 3% PIK)
|
1,427,423
|
|
|
8,473,203
|
|
|
292,534
|
|
|
—
|
|
|
8,765,737
|
|
|||||
|
Convertible Preferred Interest in LLC
|
—
|
|
|
1,500,000
|
|
|
—
|
|
|
498,000
|
|
|
1,002,000
|
|
||||||
|
|
1,427,423
|
|
|
9,973,203
|
|
|
292,534
|
|
|
498,000
|
|
|
9,767,737
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
American De-Rosa Lamparts, LLC and Hallmark Lighting
|
|
Subordinated Note (12% Cash, 6% PIK)
|
1,941,294
|
|
|
5,679,311
|
|
|
1,135,946
|
|
|
|
|
|
6,815,257
|
|
|||||
|
Membership Units (6,516 units)
|
—
|
|
|
—
|
|
|
39,000
|
|
|
|
|
|
39,000
|
|
||||||
|
|
1,941,294
|
|
|
5,679,311
|
|
|
1,174,946
|
|
|
—
|
|
|
6,854,257
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
TRIANGLE CAPITAL CORPORATION
Schedule of Investments in and Advances to Affiliates
Year ended December 31, 2013
|
|||||||||||||||||||||
Portfolio Company
|
|
Type of Investment
|
Amount of Interest or Dividends Credits to Income(1)
|
|
December 31, 2012 Value
|
|
Gross Additions(2)
|
|
Gross Reductions(3)
|
|
December 31, 2013 Value
|
||||||||||
AP Services, Inc.
|
|
Class A Units (933 units)
|
11,655
|
|
|
556,618
|
|
|
89,307
|
|
|
392,921
|
|
|
253,004
|
|
|||||
|
Class B Units (496 units)
|
6,196
|
|
|
295,642
|
|
|
124,945
|
|
|
286,206
|
|
|
134,381
|
|
||||||
|
|
17,851
|
|
|
852,260
|
|
|
214,252
|
|
|
679,127
|
|
|
387,385
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Asset Point, LLC
|
|
Senior Note (12% Cash, 4% PIK)
|
$
|
1,121,288
|
|
|
$
|
6,299,297
|
|
|
$
|
333,728
|
|
|
$
|
—
|
|
|
$
|
6,633,025
|
|
|
Subordinated Note (12% Cash, 2% PIK)
|
90,296
|
|
|
576,000
|
|
|
30,000
|
|
|
—
|
|
|
606,000
|
|
||||||
|
Subordinated Note (7% Cash)
|
61,109
|
|
|
647,000
|
|
|
139,000
|
|
|
—
|
|
|
786,000
|
|
||||||
|
Membership Units (1,000,000 units)
|
—
|
|
|
398,000
|
|
|
327,000
|
|
|
—
|
|
|
725,000
|
|
||||||
|
Options to Purchase Membership Units (342,407 units)
|
—
|
|
|
180,000
|
|
|
47,000
|
|
|
—
|
|
|
227,000
|
|
||||||
|
Membership Unit Warrants (356,506 units)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
1,272,693
|
|
|
8,100,297
|
|
|
876,728
|
|
|
—
|
|
|
8,977,025
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Axxiom Manufacturing, Inc.
|
|
Common Stock (136,400 shares)
|
—
|
|
|
1,437,000
|
|
|
1,237,000
|
|
|
2,674,000
|
|
|
—
|
|
|||||
|
Common Stock Warrant (4,000 shares)
|
—
|
|
|
37,000
|
|
|
37,000
|
|
|
74,000
|
|
|
—
|
|
||||||
|
|
—
|
|
|
1,474,000
|
|
|
1,274,000
|
|
|
2,748,000
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Captek Softgel International, Inc.
|
|
Subordinated Note (12% Cash, 4% PIK)
|
1,451,611
|
|
|
8,500,212
|
|
|
383,122
|
|
|
—
|
|
|
8,883,334
|
|
|||||
|
Class A Units (80,000 units)
|
—
|
|
|
409,000
|
|
|
285,000
|
|
|
—
|
|
|
694,000
|
|
||||||
|
|
1,451,611
|
|
|
8,909,212
|
|
|
668,122
|
|
|
—
|
|
|
9,577,334
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
CIS Secure Computing Inc.
|
|
Subordinated Note (12% Cash, 2% PIK)
|
1,622,267
|
|
|
9,966,594
|
|
|
360,635
|
|
|
—
|
|
|
10,327,229
|
|
|||||
|
Common Stock (84 shares)
|
—
|
|
|
1,081,000
|
|
|
—
|
|
|
868,000
|
|
|
213,000
|
|
||||||
|
|
1,622,267
|
|
|
11,047,594
|
|
|
360,635
|
|
|
868,000
|
|
|
10,540,229
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dyson Corporation
|
|
Class A Units (1,000,000 units)
|
—
|
|
|
3,122,000
|
|
|
—
|
|
|
1,567,000
|
|
|
1,555,000
|
|
|||||
|
|
—
|
|
|
3,122,000
|
|
|
—
|
|
|
1,567,000
|
|
|
1,555,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equisales, LLC
|
|
Subordinated Note (6.5% Cash, 10% PIK)
|
—
|
|
|
250,000
|
|
|
2,907,043
|
|
|
3,157,043
|
|
|
—
|
|
|||||
|
Class A Units (500,000 units)
|
—
|
|
|
—
|
|
|
480,900
|
|
|
480,900
|
|
|
—
|
|
||||||
|
|
—
|
|
|
250,000
|
|
|
3,387,943
|
|
|
3,637,943
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fischbein Partners, LLC
|
|
Class A Units (1,750,000 units)
|
—
|
|
|
6,616,000
|
|
|
6,556,811
|
|
|
13,172,811
|
|
|
—
|
|
|||||
|
|
—
|
|
|
6,616,000
|
|
|
6,556,811
|
|
|
13,172,811
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Main Street Gourmet, LLC
|
|
Subordinated Notes (12% Cash, 4.5% PIK)
|
749,995
|
|
|
4,268,044
|
|
|
214,349
|
|
|
—
|
|
|
4,482,393
|
|
|||||
|
Jr. Subordinated Notes (8% Cash, 2% PIK)
|
108,928
|
|
|
1,020,646
|
|
|
24,276
|
|
|
—
|
|
|
1,044,922
|
|
||||||
|
Preferred Units (233 units)
|
—
|
|
|
153,000
|
|
|
150,000
|
|
|
—
|
|
|
303,000
|
|
||||||
|
Common B Units (3,000 units)
|
—
|
|
|
—
|
|
|
440,000
|
|
|
—
|
|
|
440,000
|
|
||||||
|
Common A Units (1,652 units)
|
—
|
|
|
—
|
|
|
242,000
|
|
|
—
|
|
|
242,000
|
|
||||||
|
|
858,923
|
|
|
5,441,690
|
|
|
1,070,625
|
|
|
—
|
|
|
6,512,315
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
PartsNow!, LLC
|
|
Subordinated Note (12% Cash, 3% PIK)
|
1,757,941
|
|
|
10,908,758
|
|
|
376,829
|
|
|
—
|
|
|
11,285,587
|
|
|||||
|
Member Units (1,000,000 units)
|
—
|
|
|
1,000,000
|
|
|
351,000
|
|
|
—
|
|
|
1,351,000
|
|
||||||
|
Royalty Rights
|
—
|
|
|
—
|
|
|
73,000
|
|
|
—
|
|
|
73,000
|
|
||||||
|
|
1,757,941
|
|
|
11,908,758
|
|
|
800,829
|
|
|
—
|
|
|
12,709,587
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
TRIANGLE CAPITAL CORPORATION
Schedule of Investments in and Advances to Affiliates
Year ended December 31, 2013
|
|||||||||||||||||||||
Portfolio Company
|
|
Type of Investment
|
Amount of Interest or Dividends Credits to Income(1)
|
|
December 31, 2012 Value
|
|
Gross Additions(2)
|
|
Gross Reductions(3)
|
|
December 31, 2013 Value
|
||||||||||
Pine Street Holdings, LLC
|
|
Preferred Units (200 units)
|
—
|
|
|
417,000
|
|
|
—
|
|
|
417,000
|
|
|
—
|
|
|||||
|
Common Unit Warrants (2,220 units)
|
—
|
|
|
36,000
|
|
|
—
|
|
|
36,000
|
|
|
—
|
|
||||||
|
|
—
|
|
|
453,000
|
|
|
—
|
|
|
453,000
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Plantation Products, LLC
|
|
Subordinated Notes (10.5% Cash, 7% PIK)
|
$
|
3,018,360
|
|
|
$
|
19,108,298
|
|
|
$
|
1,092,840
|
|
|
$
|
5,777,280
|
|
|
$
|
14,423,858
|
|
|
Preferred Units (4,312 units)
|
—
|
|
|
4,660,000
|
|
|
373,000
|
|
|
—
|
|
|
5,033,000
|
|
||||||
|
Common Units (352,000 units)
|
—
|
|
|
382,000
|
|
|
3,859,000
|
|
|
—
|
|
|
4,241,000
|
|
||||||
|
|
3,018,360
|
|
|
24,150,298
|
|
|
5,324,840
|
|
|
5,777,280
|
|
|
23,697,858
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
QC Holdings, Inc.
|
|
Common Stock (5,594 shares)
|
—
|
|
|
233,000
|
|
|
237,000
|
|
|
—
|
|
|
470,000
|
|
|||||
|
|
—
|
|
|
233,000
|
|
|
237,000
|
|
|
—
|
|
|
470,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Technology Crops International
|
|
Subordinated Note (12% Cash, 5% PIK)
|
1,061,415
|
|
|
5,853,425
|
|
|
326,382
|
|
|
—
|
|
|
6,179,807
|
|
|||||
|
Common Units (50 units)
|
58
|
|
|
680,000
|
|
|
—
|
|
|
680,000
|
|
|
—
|
|
||||||
|
|
1,061,473
|
|
|
6,533,425
|
|
|
326,382
|
|
|
680,000
|
|
|
6,179,807
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Venture Technology Groups, Inc.
|
|
Subordinated Note (12.5% Cash, 4% PIK)
|
—
|
|
|
1,288,000
|
|
|
235,000
|
|
|
1,112,000
|
|
|
411,000
|
|
|||||
|
Class A Units (1,000,000 units)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
—
|
|
|
1,288,000
|
|
|
235,000
|
|
|
1,112,000
|
|
|
411,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Waste Recyclers Holdings, LLC
|
|
Class A Preferred Units (280 units)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Class B Preferred Units (11,484,867 units)
|
—
|
|
|
2,974,000
|
|
|
—
|
|
|
1,492,000
|
|
|
1,482,000
|
|
||||||
|
Class C Preferred Units (1,444,475 units)
|
505,417
|
|
|
663,000
|
|
|
—
|
|
|
663,000
|
|
|
—
|
|
||||||
|
Common Unit Purchase Warrant (1,170,083 units)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Common Units (153,219 units)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
505,417
|
|
|
3,637,000
|
|
|
—
|
|
|
2,155,000
|
|
|
1,482,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Wythe Will Tzetzo, LLC
|
|
Subordinated Notes (13% Cash)
|
836,613
|
|
|
9,964,397
|
|
|
393,078
|
|
|
10,357,475
|
|
|
—
|
|
|||||
|
Series A Preferred Units (74,764 units)
|
586,092
|
|
|
3,007,000
|
|
|
3,493,000
|
|
|
—
|
|
|
6,500,000
|
|
||||||
|
Common Unit Purchase Warrants (25,065 units)
|
—
|
|
|
768,000
|
|
|
1,147,000
|
|
|
—
|
|
|
1,915,000
|
|
||||||
|
|
1,422,705
|
|
|
13,739,397
|
|
|
5,033,078
|
|
|
10,357,475
|
|
|
8,415,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Affiliate Investments
|
|
|
$
|
16,357,958
|
|
|
$
|
123,408,445
|
|
|
$
|
27,833,725
|
|
|
$
|
43,705,636
|
|
|
$
|
107,536,534
|
|
(1)
|
Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in Control or Affiliate categories, respectively.
|
(2)
|
Gross additions include increase in the cost basis of investments resulting from new portfolio investment, follow-on investments and accrued PIK interest. Gross Additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation.
|
(3)
|
Gross reductions include decreases in the total cost basis of investments resulting from principal or PIK repayments or sales. Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation.
|
Number
|
|
Exhibit
|
|
|
|
3.1
|
|
Articles of Amendment and Restatement of the Registrant (Filed as Exhibit (a)(3) to the Registrant’s 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
|
|
Fourth Amended and Restated Bylaws of the Registrant (Filed as Exhibit 3.1 on Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2014 and incorporated herein by reference).
|
|
|
|
3.3
|
|
Certificate of Domestic Limited Partnership of Triangle Mezzanine Fund LLLP (Filed as Exhibit (a)(4) to the Registrant’s 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).
|
|
|
|
3.4
|
|
Second Amended and Restated Agreement of Limited Partnership of Triangle Mezzanine Fund LLLP (Filed as Exhibit 3.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2007 and incorporated herein by reference).
|
|
|
|
4.1
|
|
Form of Common Stock Certificate (Filed as Exhibit (d) to the Post-Effective Amendment No. 1 Registrant’s 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 (Filed as Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission on March 12, 2008 and incorporated herein by reference).
|
|
|
|
4.3
|
|
Agreement to Furnish Certain Instruments (Filed as Exhibit 4.19 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission on February 25, 2009 and incorporated herein by reference).
|
|
|
|
4.4
|
|
Indenture, dated March 2, 2012 between the Registrant and the Bank of New York Mellon Trust Company, N.A. (Filed as Exhibit (d)(5) to the Registrant’s Post-Effective Amendment No. 2 on Form N-2 filed with the Securities and Exchange Commission on March 2, 2012 and incorporated herein by reference).
|
|
|
|
4.5
|
|
First Supplemental Indenture, dated March 2, 2012 between the Registrant and the Bank of New York Mellon Trust Company, N.A. (Filed as Exhibit (d)(6) to the Registrant’s Post-Effective Amendment No. 2 on Form N-2 filed with the Securities and Exchange Commission on March 2, 2012 and incorporated herein by reference).
|
|
|
|
4.6
|
|
Form of 7.00% Senior Note due 2019 (Included as part of Exhibit (d)(6) to the Registrant’s Post-Effective Amendment No. 2 on Form N-2 filed with the Securities and Exchange Commission on March 2, 2012 and incorporated herein by reference).
|
|
|
|
4.7
|
|
Second Supplemental Indenture, dated October 19, 2012 between Triangle Capital Corporation and the Bank of New York Mellon Trust Company, N.A. (Filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 19, 2012 and incorporated herein by reference).
|
|
|
|
4.8
|
|
Form of 6.375% Senor Note due 2022 (Included as part of Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 19, 2012 and incorporated herein by reference).
|
|
|
|
10.1†
|
|
Form of Triangle Capital Corporation Non-employee Director Restricted Share Award Agreement (Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2008 and incorporated herein by reference).
|
|
|
|
10.2†
|
|
Form of Triangle Capital Corporation Executive Officer Restricted Share Award Agreement (Filed as Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 9, 2011 and incorporated herein by reference).
|
|
|
10.3
|
|
Custody Agreement between Triangle Capital Corporation and Branch Banking and Trust Company dated January 26, 2012. (Filed as Exhibit (j)(3) to the Registrant's Post-Effective Amendment No. 2 on Form N-2 filed with the Securities and Exchange Commission on March 2, 2012 and incorporated herein by reference)
|
|
|
|
10.4
|
|
Custody Services Agreement between Triangle Capital Corporation and Fifth Third Bank dated January 6, 2012. (Filed as Exhibit (j)(4) to the Registrant's Post-Effective Amendment No. 2 on Form N-2 filed with the Securities and Exchange Commission on March 2, 2012 and incorporated herein by reference)
|
|
|
|
10.5
|
|
Stock Transfer Agency Agreement between Triangle Capital Corporation and The Bank of New York (Filed as Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission on March 12, 2008 and incorporated herein by reference).
|
|
|
|
10.6
|
|
Office Lease Agreement between 3700 Glenwood LLC and Triangle Capital Corporation dated March 27, 2008 (Filed as Exhibit (k)(6) to Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-2 (File No. 333-151930) filed with the Securities and Exchange Commission on August 13, 2008 and incorporated herein by reference).
|
|
|
|
10.7
|
|
Credit Agreement between Triangle Capital Corporation, Branch Banking and Trust Company, BB&T Capital Markets and Fifth Third Bank dated May 9, 2011 (Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 11, 2011 and incorporated herein by reference).
|
|
|
|
10.8
|
|
Supplement and Joinder Agreement between Triangle Capital Corporation, Branch Banking and Trust Company, Fifth Third Bank and Morgan Stanley Bank, N.A. dated November 1, 2011 (Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 2, 2011 and incorporated herein by reference).
|
|
|
|
10.9
|
|
General Security Agreement between Triangle Capital Corporation, ARC Industries Holdings, Inc., Brantley Holdings, Inc., Energy Hardware Holdings, Inc., Minco Holdings, Inc., Peaden Holdings, Inc., Technology Crops Holdings, Inc. and Branch Banking and Trust Company dated May 9, 2011 (Files as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 11, 2011 and incorporated herein by reference).
|
|
|
|
10.10
|
|
Equity Pledge Agreement between Triangle Capital Corporation, ARC Industries Holdings, Inc., Brantley Holdings, Inc., Energy Hardware Holdings, Inc., Minco Holdings, Inc., Peaden Holdings, Inc., Technology Crops Holdings, Inc. and Branch Banking and Trust Company dated May 9, 2011 (Filed as Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 11, 2011 and incorporated herein by reference).
|
|
|
|
10.11†
|
|
Triangle Capital Corporation Executive Deferred Compensation Plan (Filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2012 and incorporated herein by reference).
|
|
|
|
10.12
|
|
First Amendment to Credit Agreement between Triangle Capital Corporation, as borrower and Branch Banking and Trust Company as Administrative Agent dated February 28, 2012 (Filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2012 and incorporated herein by reference).
|
|
|
|
10.13†
|
|
Triangle Capital Corporation 2012 Cash Incentive Plan (Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2012 and incorporated herein by reference).
|
|
|
|
10.14†
|
|
Triangle Capital Corporation Amended and Restated 2007 Equity Incentive Plan (Filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2012 and incorporated herein by reference).
|
|
|
|
10.15
|
|
Amended and Restated Credit Agreement between Triangle Capital Corporation, as borrower and Branch Banking and Trust Company, as Administrative Agent dated September 18, 2012 (Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2012 and incorporated herein by reference).
|
|
|
10.16
|
|
Second Amended and Restated Credit Agreement, dated June 26, 2013, among the Registrant, Branch Banking and Trust Company, Fifth Third Bank, Morgan Stanley Bank, N.A., ING Capital LLC, Stifel Bank & Trust, First Tennessee Bank National Association, Park Sterling Bank, Raymond James Bank, N.A. and CapStone Bank (Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 27, 2013 and incorporated herein by reference).
|
|
|
|
10.17
|
|
First Amendment to Office Lease Agreement between 3700 Glenwood LLC and Triangle Capital Corporation dated August 29, 2013.*
|
|
|
|
10.18
|
|
Second Amendment to Office Lease Agreement between 3700 Glenwood LLC and Triangle Capital Corporation dated November 13, 2013.*
|
|
|
|
12
|
|
Computation of Ratio of Earnings to Fixed Charges.*
|
|
|
|
14.1
|
|
Code of Business Conduct and Ethics (Filed as Exhibit 14.1 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 9, 2011 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.
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
Lease Month
|
RSF
|
Annual Base Rent per Rentable Square Foot
|
Monthly Base Rent
|
July 1, 2013 – June 30, 2014 (55-66)
|
11,027
|
$27.50
|
$25,270.21
|
January 1, 2014 – February 28, 2014 (61-62)
|
14,328
|
$27.50
|
$32,835.00
|
March 1, 2014 – June 30, 2014 (63-66)
|
14,636
|
$27.50
|
$33,540.83
|
July 1, 2014 – June 30, 2015 (67-78)
|
14,636
|
$28.12
|
$34,297.03
|
July 1, 2015 – June 30, 2016 (79-90)
|
14,636
|
$28.75
|
$35,065.42
|
July 1, 2016 – June 30, 2017 (91-102)
|
14,636
|
$29.40
|
$35,858.20
|
July 1, 2017 – June 30, 2018 (103-114)
|
14,636
|
$30.06
|
$36,663.18
|
July 1, 2018 – December 31, 2018 (115-120)
|
14,636
|
$30.74
|
$37,492.55
|
January 1, 2019 – May 31, 2019 (121-125)
|
14,636
|
$31.43
|
$38,334.12
|
•
|
Ceiling grid and tiles in the affected area shall appear seamless/contiguous upon completion
|
•
|
Flooring and Base Boards to match current
|
•
|
Wood floors remain and repaired / replaced as needed (except for new workstations which are to receive carpet to match existing)
|
•
|
Corridor lighting remains
|
•
|
New paint throughout, two (2) coats – color choice of Tenant.
|
•
|
Electrical outlets to be relocated and/or added in reasonable quantities consistent with current layout
|
•
|
Glass inset in wall adjacent to Reception Desk to remain as per Exhibit A
|
•
|
Granite transaction top with laminate work surface for both reception workstations
|
•
|
Create 2 workstations as shown on Exhibit A, with ADA compliance needs met
|
•
|
Keep wall height for workstations low on both sides, similar to existing granite counter height – final height to be confirmed by Tenant prior to permit submittal.
|
•
|
Carpet under workstations to match the rest of the space
|
•
|
Replace existing track lights in the Breakout Area outside Conference Room B with new can lights.
|
•
|
Columns and windows to be installed/relocated as shown on Exhibit A.
|
•
|
Wall color and wood accents / paneling to match current.
|
•
|
Floors are to have a border of current wood with a carpet insert under table and chairs as indicted on Exhibit A.
|
•
|
Carpet will include a border in large conference room, using current carpet design if possible.
|
•
|
Tenant shall have the option to keep the existing entry doors to Conference Room B or to replace Conference Room B doors with doors to match existing Conference Room A doors.
|
•
|
Ceiling detail as shown on Exhibit A
|
•
|
HVAC vents in Conference Room B will be redesigned in order to minimize sound and strong air flow towards conference attendees.
|
•
|
Finishes to match existing for new Conference Room B.
|
•
|
New walls to include insulation within the wall. Insulation to be placed in the ceiling above each conference room where possible (subject to ductwork, clear heights, return air requirements, etc.)
|
•
|
Check to make sure that window blinds are in good working order.
|
•
|
Landlord to make one new core drill in Conference Room B, and if not already existing, in Conference Room A as well, to allow for power outlets and data for all conference rooms to fit Tenant needs. Landlord will install electrical in the core drill hole(s) and conduit for voice/data. All voice/data cabling at Tenant’s discretion and expense.
|
•
|
Conference room A and B and the New Open Conference in the Suite 510 Expansion Space to have wiring for IT and phones. Landlord to install conduit and pull strings – Tenant to pay for actual wiring and installation.
|
•
|
Relocate server closet as shown on Exhibit A. (adjust size of all adjacent workstations for consistency)
|
•
|
Relocation to include floor tile to match current server room
|
•
|
Landlord to ensure supply and return vents for HVAC within the Relocated Server Room to create positive airflow comparable to the balance of the Premises and both expansion areas.
|
•
|
Landlord will relocate the card access reader currently servicing the back door to the Premises and install on the new server room door.
|
•
|
Any modifications to the sprinkler or fire alarm system requested by Tenant to be made to the server room area (beyond a simple relocation of the existing, exposed sprinkler head) will be at Tenant’s expense.
|
•
|
Confirm separate light switch for each office
|
•
|
All doors to swing as shown on Exhibit A
|
•
|
All locks and hardware to match existing offices
|
•
|
New offices to have same number of light fixtures as existing subject to city of Raleigh energy code
|
•
|
New offices to have sidelights / windows matching offices in existing Premises as shown on Exhibit A
|
•
|
New offices to have minimum of one duplex outlet per wall (excluding window walls)
|
•
|
All newly constructed walls to be insulated
|
•
|
Blinds to be in good condition or will be replaced
|
•
|
Paint, carpet and finishes to match offices in existing Premises
|
•
|
Ceiling tiles in expansion area to match existing Premises
|
•
|
Center the window in office that directly faces double door entrance (See Exhibit A)
|
•
|
Existing parabolic lights within the hallway (between window offices and Workstations) to be shifted as needed in order to center appropriately. Tenant to approve location on reflected ceiling plan prior to permit submittal (subject to city of Raleigh code requirements).
|
•
|
New Workstations to be constructed to match Workstations within existing space in height, material, and finish detail.
|
•
|
Power outlets and data to match existing workstations
|
•
|
Paint, carpet and finishes in New Workstation area to match paint, carpet, finishes of the Workstation area of the existing Premises
|
•
|
Notes on plan re: matching all counter top heights and layout (See Exhibit A)
|
•
|
Fix corner pieces as needed in current workstations as shown on Exhibit A
|
•
|
Re-use existing upper and lower cabinets and configure as shown on Exhibit A. Replace floor tiles to match existing
|
•
|
New dishwasher installed with power/water as shown on Exhibit A
|
•
|
Install dedicated outlets for refrigerator and copier in locations indicated on Exhibit A
|
•
|
All cabinetry in good working order with no distress
|
•
|
HVAC with even temperature throughout the space
|
•
|
Carpet, or cove base for carpeted areas in Suite 510 Expansion Space to match current carpet/base in Premises
|
•
|
Dedicated circuit installed for copier, and refrigerator in the Suite 510 Expansion Space. New dedicated circuit to be installed in the event Tenant elects to relocate server room as shown on Exhibit A.
|
•
|
Landlord to ensure at least two (2) Data / Voice outlets in each office in the Suite 510 Expansion Space. Landlord will install a box with conduit and pull string for any offices lacking at least two (2) in a location to be selected by Tenant. All cabling for voice/data to be done by Tenant’s contractor at Tenant’s expense.
|
•
|
Affected work areas currently containing hardwood floors (Reception, Conference Room B, breakout area) shall be receive matching hardwoods consistent with those existing. The new reception Workstations to receive carpet to match the existing office areas along with the carpet insert shown in Conference Room B on Exhibit A.
|
•
|
All sprinklers in expansion space up to code
|
•
|
Additional exits / stair access in compliance with fire code
|
•
|
Wherever code requires a new sprinkler head to be installed (not relocated), Landlord will install a new recessed head. Landlord will price the cost of replacing exposed sprinkler heads in all open areas with recessed sprinkler heads. Tenant may elect, at Tenant’s sole expense, to pay to replace the heads at its discretion in any areas within the Premises.
|
•
|
All new ceiling tiles in Suite 510 Expansion Space to match those in existing Premises in color, tile specification, quality and size throughout
|
•
|
Suite 510 Expansion Space as well as existing Premises to receive two (2) coats of paint throughout in a color to be selected by Tenant.
|
Lease Month
|
RSF
|
Annual Base Rent per Rentable Square Foot
|
Monthly Base Rent
|
July 1, 2013 – December 31, 2013 (55-60)
|
11,027
|
$27.50
|
$25,270.21
|
January 1, 2014 – February 28, 2014 (61-62)
|
14,328
|
$27.50
|
$32,835.00
|
March 1, 2014 – June 30, 2014 (63-66)
|
14,328
|
$27.50
|
$32,835.00
|
July 1, 2014 – June 30, 2015 (67-78)
|
14,328
|
$28.12
|
$33,575.28
|
July 1, 2015 – June 30, 2016 (79-90)
|
14,328
|
$28.75
|
$34,327.50
|
July 1, 2016 – June 30, 2017 (91-102)
|
14,328
|
$29.40
|
$35,103.60
|
July 1, 2017 – June 30, 2018 (103-114)
|
14,328
|
$30.06
|
$35,891.64
|
July 1, 2018 – December 31, 2018 (115-120)
|
14,328
|
$30.74
|
$36,703.56
|
January 1, 2019 – May 31, 2019 (121-125)
|
14,328
|
$31.43
|
$37,527.42
|
•
|
Ceiling grid and tiles in the affected area shall appear seamless/contiguous upon completion
|
•
|
Flooring and Base Boards to match current
|
•
|
Wood floors remain and repaired / replaced as needed (except for new workstations which are to receive carpet to match existing)
|
•
|
Corridor lighting remains
|
•
|
New paint throughout, two (2) coats – color choice of Tenant.
|
•
|
Electrical outlets to be relocated and/or added in reasonable quantities consistent with current layout
|
•
|
Glass inset in wall adjacent to Reception Desk to remain as per Exhibit A
|
•
|
Granite transaction top with laminate work surface for both reception workstations.
|
•
|
Create 2 workstations as shown on Exhibit A, with ADA compliance needs met with minimal impact to workstation function and aesthetics as discussed if possible.
|
•
|
Keep wall height for workstations low on both sides, similar to existing granite counter height – final height to be confirmed by Tenant prior to permit submittal.
|
•
|
Carpet under workstations to match the rest of the space
|
•
|
Replace existing track lights in the Breakout Area outside Conference Room B with new can lights.
|
•
|
Columns and windows to be installed/relocated as shown on Exhibit A.
|
•
|
New curved wall in Breakout Area to receive wood paneling to match balance of Reception area.
|
•
|
Wall color and wood accents / paneling to match current.
|
•
|
Floors are to have a border of current wood with a carpet insert under table and chairs similar in nature to that shown in Exhibit A of First Amendment.
|
•
|
Carpet will include a border in large conference room, using current carpet design if possible.
|
•
|
Tenant shall have the option to keep the existing entry doors to Conference Room B or to replace Conference Room B doors with doors to match existing Conference Room A doors.
|
•
|
Ceiling detail similar in nature to that as shown in Exhibit A of First Amendment.
|
•
|
HVAC vents in Conference Room B will be redesigned in order to minimize sound and strong air flow towards conference attendees.
|
•
|
Finishes to match existing for new Conference Room B.
|
•
|
New walls to include insulation within the wall. Insulation to be placed in the ceiling above each conference room where possible (subject to ductwork, clear heights, return air requirements, etc.)
|
•
|
Check to make sure that window blinds are in good working order.
|
•
|
Landlord to make one new core drill in Conference Room B, and if not already existing, in Conference Room A as well, to allow for power outlets and data for all conference rooms to fit Tenant needs. Landlord will install electrical in the core drill hole(s) and conduit for voice/data. All voice/data cabling at Tenant’s discretion and expense.
|
•
|
Conference room A and B and the New Open Conference in the Suite 510 Expansion Space to have wiring for IT and phones. Landlord to install conduit and pull strings – Tenant to pay for actual wiring and installation.
|
•
|
Relocate server closet as shown on Exhibit A. (adjust size of all adjacent workstations for consistency)
|
•
|
Relocation to include floor tile to match current server room
|
•
|
Landlord to ensure supply and return vents for HVAC within the Relocated Server Room to create positive airflow comparable to the balance of the Premises and both expansion areas.
|
•
|
Landlord will relocate the card access reader currently servicing the back door to the Premises and install on the new server room door.
|
•
|
Any modifications to the sprinkler or fire alarm system requested by Tenant to be made to the server room area (beyond a simple relocation of the existing, exposed sprinkler head) will be at Tenant’s expense.
|
•
|
A 1.5-ton supplemental cooling system will be installed in the server room. Landlord shall cover the cost of the equipment and installation of the unit.
|
•
|
Confirm separate light switch for each office
|
•
|
All doors to swing as shown on Exhibit A
|
•
|
All locks and hardware to match existing offices
|
•
|
New offices to have same number of light fixtures as existing subject to city of Raleigh energy code
|
•
|
New offices to have sidelights / windows matching offices in existing Premises as shown on Exhibit A
|
•
|
New offices to have minimum of one duplex outlet per wall (excluding window walls)
|
•
|
All newly constructed walls to be insulated
|
•
|
Blinds to be in good condition matching Tenant’s existing Premises or will be replaced
|
•
|
Paint, carpet and finishes to match offices in existing Premises
|
•
|
Ceiling tiles in expansion area to match existing Premises
|
•
|
Existing parabolic lights within the hallway (between window offices and Workstations) to be shifted as needed in order to center appropriately. Tenant to approve location on reflected ceiling plan prior to permit submittal (subject to city of Raleigh code requirements).
|
•
|
New Workstations to be constructed to match Workstations within existing space in height, material, and finish detail including side returns similar to existing providing additional privacy.
|
•
|
Power outlets and data to match existing workstations
|
•
|
Paint, carpet and finishes in New Workstation area to match paint, carpet, finishes of the Workstation area of the existing Premises
|
•
|
Notes on plan re: matching all counter top heights and layout (See Exhibit A)
|
•
|
Fix corner pieces as needed in current workstations as shown on Exhibit A
|
•
|
Re-use existing upper and lower cabinets and configure as shown on Exhibit A. Replace floor tiles to match existing
|
•
|
New dishwasher installed with power/water as shown on Exhibit A
|
•
|
Install dedicated outlets for refrigerator and copier in locations indicated on Exhibit A
|
•
|
Landlord to replace all currently carpeted areas throughout the Suite 510 Expansion Space and the existing Premises using a carpet of the same quality and style as that currently in the existing Premises. Tenant shall select the specific carpet and brand to be installed.
|
•
|
All cabinetry in good working order with no distress
|
•
|
HVAC with even temperature throughout the space
|
•
|
Carpet, or cove base for carpeted areas in Suite 510 Expansion Space to match current carpet/base in Premises. In the event that new carpet does not match in all areas of new carpet to the current carpet, then Landlord will work with Tenant to find a mutually agreeable solution.
|
•
|
Blinds in the expansion space shall be in good working order and match those in the existing Premises.
|
•
|
Dedicated circuit installed for copier, and refrigerator in the Suite 510 Expansion Space. New dedicated circuit to be installed in the event Tenant elects to relocate server room as shown on Exhibit A.
|
•
|
Landlord to ensure at least two (2) Data / Voice outlets in each office in the Suite 510 Expansion Space. Landlord will install a box with conduit and pull string for any offices lacking at least two (2) in a location to be selected by Tenant. All cabling for voice/data to be done by Tenant’s contractor at Tenant’s expense.
|
•
|
Affected work areas currently containing hardwood floors (Reception, Conference Room B, breakout area) shall be receive matching hardwoods consistent with those existing. The new reception Workstations to receive carpet to match the existing office areas along with the carpet insert shown in Conference Room B on Exhibit A.
|
•
|
All sprinklers in expansion space up to code
|
•
|
Additional exits / stair access in compliance with fire code
|
•
|
Wherever code requires a new sprinkler head to be installed (not relocated), Landlord will install a new recessed head. Landlord will price the cost of replacing exposed sprinkler heads in all open areas with recessed sprinkler heads. Tenant may elect, at Tenant’s sole expense, to pay to replace the heads at its discretion in any areas within the Premises.
|
•
|
All new ceiling tiles in Suite 510 Expansion Space to match those in existing Premises in color, tile specification, quality and size throughout
|
•
|
Suite 510 Expansion Space as well as existing Premises to receive two (2) coats of paint throughout in a color to be selected by Tenant.
|
|
|
|
For the Year
Ended
December 31,
2009
|
|
For the Year
Ended
December 31,
2010
|
|
For the Year
Ended
December 31,
2011
|
|
For the Year
Ended
December 31,
2012
|
|
For the Year
Ended
December 31,
2013
|
|
||||||
Earnings to Fixed Charges(1)
|
|
|
|
1.58
|
|
|
4.14
|
|
|
6.22
|
|
|
4.52
|
|
|
4.93
|
|
|
(1)
|
Earnings include net realized and unrealized gains or losses. Net realized and unrealized gains or losses can vary substantially from period to period.
|
•
|
Excluding net unrealized gains or losses, the earnings to fixed charges ratio would be 3.00 for the year ended
December 31, 2009
, 2.80 for the year ended
December 31, 2010
, 5.64 for the year ended
December 31, 2011
, 4.68 for the year ended
December 31, 2012
and 4.85 for the year ended
December 31, 2013
.
|
•
|
Excluding net realized and unrealized gains or losses, the earnings to fixed charges ratio would be 2.93 for the year ended
December 31, 2009
, 3.47 for the year ended
December 31, 2010
, 4.65 for the year ended
December 31, 2011
, 4.30 for the year ended
December 31, 2012
and 3.96 for the year ended
December 31, 2013
.
|
1.
|
I have reviewed this annual report on Form 10-K of Triangle Capital Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ GARLAND S. TUCKER, III
|
Garland S. Tucker, III
|
Chief Executive Officer
|
|
February 26, 2014
|
1.
|
I have reviewed this annual report on Form 10-K of Triangle Capital Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ STEVEN C. LILLY
|
Steven C. Lilly
|
Chief Financial Officer
|
|
February 26, 2014
|
/s/ GARLAND S. TUCKER, III
|
Garland S. Tucker, III
|
Chief Executive Officer
|
|
February 26, 2014
|
/s/ STEVEN C. LILLY
|
Steven C. Lilly
|
Chief Financial Officer
|
|
February 26, 2014
|