Title of Securities Being Registered
|
Amount
Being
Registered
|
Proposed Maximum
Offering Price
Per Unit
|
Proposed Maximum
Aggregate
Offering Price(1)
|
Amount of
Registration Fee(2)
|
Common Stock, $0.001 par value per share(3)
|
|
|
|
|
Preferred Stock(3)
|
|
|
|
|
Subscription Rights(3)
|
|
|
|
|
Units(3)
|
|
|
|
|
Debt Securities(4)
|
|
|
|
|
Warrants(5)
|
|
|
|
|
Total
|
$
|
$
|
$500,000,000(6)
|
$58,100
|
(1)
|
Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(o) of the rules and regulations under the Securities Act of 1933, which permits the registration fee to be calculated on the basis of the maximum offering price of all the securities listed, the table does not specify by each class information as to the amount to be registered, proposed maximum offering price per unit or proposed maximum aggregate offering price.
|
(2)
|
Prior to the initial filing of this registration statement, $136,881,750 aggregate principal amount of securities remained registered and unsold pursuant to registration statement No. 333-175160 (the “Prior Registration Statement”), which was initially filed by the Registrant on June 27, 2011. Pursuant to Rule 457(p), $15,892 of the total filing fee of $58,100 required in connection with the initial registration of $500,000,000 aggregate principal amount of securities under this registration statement is being offset against the $58,050 filing fee associated with the unsold securities registered under the Prior Registration Statement, and an additional $42,208 is being paid in connection herewith. If the Registrant sells any of such unsold securities pursuant to the Prior Registration Statement after the date of the initial filing, and prior to the date of effectiveness, of this registration statement, the registrant will file a pre-effective amendment to this registration statement which will reduce the number of such unsold securities included on this registration statement
|
(3)
|
Subject to Note 5 below, there is being registered hereunder an indeterminate principal amount of common stock, preferred stock, subscription rights or units as may be sold, from time to time.
|
(4)
|
Subject to Note 5 below, there is being registered hereunder an indeterminate principal amount of debt securities as may be sold, from time to time. If any debt securities are issued at an original issue discount, then the offering price shall be in such greater principal amount as shall result in an aggregate price to investors not to exceed $500,000,000.
|
(5)
|
Subject to Note 5 below, there is being registered hereunder an indeterminate principal amount of warrants as may be sold, from time to time, representing rights to purchase common stock, preferred stock or debt securities.
|
(6)
|
In no event will the aggregate offering price of all securities issued from time to time pursuant to this registration statement exceed $500,000,000.
|
|
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
Taking Advantage of Low Cost Debentures Guaranteed by the SBA
. The licenses of Triangle SBIC and Triangle SBIC II to do business as SBICs allow them (subject to availability and continued regulatory compliance) 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 investment income beyond the levels achievable by other BDCs utilizing traditional leverage.
|
•
|
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.
|
•
|
Maintaining Industry 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. Notwithstanding our intent to invest across a variety of industries, 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.
|
•
|
Deterioration in the economy and financial markets increases the likelihood of adverse effects on our financial position and results of operations. Such economic adversity could impair our portfolio companies’ financial positions and operating results and affect the industries in which we invest, which could, in turn, harm our operating results.
|
•
|
Our investment portfolio is and will continue to be recorded at fair value, with our Board of Directors having final responsibility for overseeing, reviewing and approving, in good faith, our estimate of fair value and, as a result, there is and will continue to be uncertainty as to the value of our portfolio investments.
|
•
|
Our financial condition and results of operations depends on our ability to effectively manage and deploy capital.
|
•
|
We may face increasing competition for investment opportunities.
|
•
|
Regulations governing our operation as a BDC will affect our ability to, and the way in which we, raise additional capital.
|
•
|
Triangle SBIC and Triangle SBIC II are licensed by the SBA, and therefore subject to SBA regulations.
|
•
|
Because we borrow money, the potential for gain or loss on amounts invested in us is magnified and may increase the risk of investing in us.
|
•
|
We, through Triangle SBIC and Triangle SBIC II, issue debt securities guaranteed by the SBA and sold in the capital markets. As a result of its guarantee of the debt securities, the SBA has fixed dollar claims on the assets of Triangle SBIC and Triangle SBIC II that are superior to the claims of our stockholders.
|
•
|
We will be subject to corporate level income tax if we are unable to qualify as a regulated investment company, or RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code.
|
•
|
We may not be able to pay you dividends, our dividends may not grow over time, and a portion of dividends paid to you may be a return of capital.
|
•
|
Because we intend to continue to distribute substantially all of our income to our stockholders to maintain our status as a RIC, we will continue to need additional capital to finance our growth, and regulations governing our operation as a BDC will affect our ability to, and the way in which we, raise additional capital and make distributions.
|
•
|
We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income, including income from amortization of original issue discount, contractual payment-in-kind, or PIK, interest, contractual preferred dividends, or amortization of market discount. Investments structured with these features may represent a higher level of credit risk compared to investments generating income which must be paid in cash on a current basis.
|
•
|
Stockholders may incur dilution if we sell shares of our common stock in one or more offerings at prices below the then current net asset value per share of our common stock or issue securities to subscribe to, convert to or purchase shares of our common stock.
|
•
|
Our investments in portfolio companies involve higher levels of risk, and we could lose all or part of any of our investments. Investing in our portfolio companies involves a number of significant risks. Among other factors, these companies:
|
◦
|
may have limited financial resources and may be unable to meet their obligations under their debt instruments that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing any guarantees from subsidiaries or affiliates of our portfolio companies that we may have obtained in connection with our investment, as well as a corresponding decrease in the value of the equity components of our investments;
|
◦
|
may have shorter operating histories, narrower product lines, smaller market shares and/or significant customer concentrations than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;
|
◦
|
are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation, termination or significant underperformance of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us;
|
◦
|
generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; and
|
◦
|
generally have less publicly available information about their businesses, operations and financial condition. We are required to 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.
|
•
|
Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.
|
•
|
We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer.
|
•
|
Shares of closed-end investment companies, including BDCs, may trade at a discount to their net asset value.
|
•
|
We may be unable to invest a significant portion of the net proceeds from an offering or from exiting an investment or other capital on acceptable terms, which could harm our financial condition and operating results.
|
•
|
The market price of our securities may be volatile and fluctuate significantly.
|
•
|
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 generally do not invest in start-up companies, distressed situations, “turn-around” situations or companies that we believe have unproven business plans.
|
•
|
Experienced Management Teams With Meaningful Equity Ownership.
Based on our prior investment experience, we believe that a management team with significant experience with a portfolio company or relevant industry experience and meaningful equity ownership is 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.
|
•
|
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.
|
•
|
Varied Customer and Supplier Base.
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.
|
•
|
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.
|
New York Stock Exchange symbol for common stock
|
“TCAP”
|
|
|
New York Stock Exchange symbol for 7.00% Notes Due 2019
|
“TCC”
|
|
|
New York Stock Exchange symbol for 6.375% Notes Due 2022
|
“TCCA”
|
|
|
Use of proceeds
|
We intend to use the net proceeds from selling our securities to make investments in lower middle market companies in accordance with our investment objective and strategies and for working capital and general corporate purposes.
|
|
|
Dividends and distributions
|
We pay quarterly dividends to our stockholders out of assets legally available for distribution, when, as and if declared by our Board of Directors. Our dividends, if any, will be determined by our Board of Directors. Our ability to declare dividends depends on our earnings, our overall financial condition (including our liquidity position), maintenance of our RIC status and such other factors as our Board of Directors may deem relevant from time to time.
When we make distributions, we will be required to determine the extent to which such distributions are paid out of current or accumulated earnings, recognized capital gains or capital. To the extent there is a return of capital, investors will be required to reduce their basis in our stock for federal tax purposes, which could result in higher future taxable gains. In the future, our distributions may include a return of capital.
|
|
|
Taxation
|
We have elected to be treated as a RIC. Accordingly, we generally will not pay corporate-level federal income taxes on any net ordinary income or capital gains that we distribute to our stockholders as dividends. To maintain our RIC tax treatment, we must meet specified source-of-income and asset diversification requirements and distribute annually at least 90.0% of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any.
Depending on the amount of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year distributions into the next tax year and pay a 4% excise tax on such income. Any such carryover taxable income must be distributed through a dividend declared prior to filing the final tax return related to the year which generated such taxable income. See “Material U.S. Federal Income Tax Considerations.”
|
|
|
Dividend reinvestment plan
|
We have a dividend reinvestment plan for our stockholders. The dividend reinvestment plan is an “opt out” dividend reinvestment plan. As a result, if we declare a dividend, then stockholders’ cash dividends will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash dividends. Stockholders who receive distributions in the form of stock will be subject to the same federal, state and local tax consequences as stockholders who elect to receive their distributions in cash. See “Dividend Reinvestment Plan.”
|
|
|
Trading at a discount
|
Shares of closed-end investment companies frequently trade at a discount to their net asset value. This risk is separate and distinct from the risk that our net asset value per share may decline. We cannot predict whether our common stock will trade above, at or below net asset value.
|
Sales of common stock below net asset value
|
The offering price per share of our common stock exclusive of any underwriting commissions or discounts will not be less than the net asset value per share of our common stock at the time we make the offering except (1) in connection with a rights offering to our existing stockholders, (2) with the consent of the majority of our common stockholders and approval of our Board of Directors, or (3) under such circumstances as the Securities and Exchange Commission, or the SEC, may permit. On May 7, 2014, our common stockholders voted to allow us to sell or otherwise issue common stock at a price below net asset value per share for a period of one year ending on the earlier of May 7, 2015 or our 2015 Annual Meeting of Stockholders. Sales or other issuances by us of our common stock at a discount from our net asset value pose potential risks for our existing stockholders whether or not they participate in the offering, as well as for new investors who participate in the offering. See “Sales of Common Stock Below Net Asset Value” in this prospectus and in the prospectus supplement, if applicable.
|
|
|
Leverage
|
We borrow funds to make additional investments. We use this practice, which is known as “leverage,” to attempt to increase returns to our stockholders, but it involves significant risks. See “Risk Factors,” “Senior Securities” and “Regulation — Senior Securities.” With certain limited exceptions, we are only allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200% after such borrowing. The amount of leverage that we employ at any particular time will depend on our investment committee’s and our Board of Directors’ assessments of market and other factors at the time of any proposed borrowing. In addition, the maximum amount of leverage that our SBIC subsidiaries together can have outstanding is $225 million.
|
|
|
Available information
|
We are required to file periodic reports, current reports, proxy statements and other information with the SEC. This information is available on the SEC’s Internet website at www.sec.gov. You can also inspect any materials we file with the SEC, without charge, at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. We intend to provide much of the same information on our website at www.tcap.com. Information contained on our website is not part of this prospectus or any prospectus supplement and should not be relied upon as such.
|
|
|
|
|
Stockholder Transaction Expenses:
|
|
Sales load paid by us (as a percentage of offering price)
|
—(1)
|
Offering expenses borne by us
|
—(2)
|
Dividend reinvestment plan expenses
|
—(3)
|
Total stockholder transaction expenses paid by us (as a percentage of offering price)
|
—(4)
|
|
|
Annual Expenses (as a percentage of net assets attributable to common stock):
|
|
Interest payments on borrowed funds
|
4.67%(5)
|
Other expenses
|
3.90%(6)
|
Total annual expenses
|
8.57%(7)
|
(1)
|
In the event that securities to which this prospectus relates are sold to or through underwriters, a corresponding prospectus supplement will disclose the applicable sales load.
|
(2)
|
In the event that we conduct an offering of any of our securities, a corresponding prospectus supplement will disclose the estimated offering expenses because they will be ultimately borne by us.
|
(3)
|
The expenses of administering our dividend reinvestment plan are included in other expenses.
|
(4)
|
Total stockholder transaction expenses may include sales load and will be disclosed in a future prospectus supplement, if any.
|
(5)
|
Interest payments on borrowed funds represent our estimated annual interest payments on our outstanding SBA-guaranteed debentures, our Notes due 2019, our Notes due 2022 and on any outstanding borrowings under our Credit Facility. Interest payments on borrowed funds also includes an estimate of annual interest payments assuming the future issuance of $100.0 million in debt securities at an interest rate of 6.0% per annum. The estimate of annual interest payments are based upon trends in BDC offerings of debt securities in the last 12 months. The actual terms of debt securities offered in any future offering will be set forth in the applicable prospectus supplement. In the event that we issue more of this class of securities, the cost of capital will increase and our common stockholders will bear the expense. We currently do not have any class of securities outstanding other than our common stock, our Notes due 2019 and our Notes due 2022.
|
(6)
|
Other expenses represent our estimated annual operating expenses, including provision for taxes, and excluding interest payments on borrowed funds and if we issue preferred stock, dividends on preferred stock. We currently do not have any class of securities outstanding other than common stock, our Notes due 2019 and our Notes due 2022. We do not have an investment adviser and are internally managed by our executive officers under the supervision of our Board of Directors. As a result, we do not pay investment advisory fees, but instead we pay the operating costs associated with employing investment management professionals including, without limitation, compensation expenses related to salaries, discretionary bonuses and restricted stock grants.
|
(7)
|
The total annual expenses are the sum of interest payments on borrowed funds and other expenses. “Total annual expenses” as a percentage of average net assets attributable to common stock are higher than the total annual expenses percentage would be for a company that is not leveraged. The SEC requires that the “Total annual expenses” percentage be calculated as a percentage of average net assets, rather than average total assets, which includes assets that have been funded with borrowed money.
|
|
|
1 Year
|
|
3 Years
|
|
5 Years
|
|
10 Years
|
||||||||
You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return
|
|
$
|
88
|
|
|
$
|
254
|
|
|
$
|
407
|
|
|
$
|
743
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Ended
|
||||||||||||
|
Year Ended December 31,
|
|
June 30,
|
||||||||||||||||||||
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
||||||||||||
|
(Dollars and share amounts in thousands, except per share data)
|
|
(unaudited)
|
||||||||||||||||||||
Income statement data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investment income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total loan interest, fee and dividend income
|
$
|
27,149
|
|
|
$
|
35,641
|
|
|
$
|
63,002
|
|
|
$
|
89,937
|
|
|
$
|
100,755
|
|
|
$
|
48,848
|
|
Interest income from cash and cash equivalent investments
|
613
|
|
|
344
|
|
|
362
|
|
|
431
|
|
|
273
|
|
|
131
|
|
||||||
Total investment income
|
27,762
|
|
|
35,985
|
|
|
63,364
|
|
|
90,368
|
|
|
101,028
|
|
|
48,979
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest and other financing fees
|
7,264
|
|
|
7,782
|
|
|
10,902
|
|
|
16,413
|
|
|
20,234
|
|
|
10,298
|
|
||||||
General and administrative expenses
|
6,449
|
|
|
7,689
|
|
|
11,966
|
|
|
16,293
|
|
|
19,265
|
|
|
10,179
|
|
||||||
Total operating expenses
|
13,713
|
|
|
15,471
|
|
|
22,868
|
|
|
32,706
|
|
|
39,499
|
|
|
20,477
|
|
||||||
Net investment income
|
14,049
|
|
|
20,514
|
|
|
40,496
|
|
|
57,662
|
|
|
61,529
|
|
|
28,502
|
|
||||||
Realized and unrealized gains (losses) on investments and foreign currency borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net realized gains (losses):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-Control/Non-Affiliate investments
|
448
|
|
|
(1,623
|
)
|
|
1,895
|
|
|
3,870
|
|
|
15,882
|
|
|
11,735
|
|
||||||
Affiliate investments
|
—
|
|
|
(3,856
|
)
|
|
—
|
|
|
1,953
|
|
|
4,828
|
|
|
228
|
|
||||||
Control investments
|
—
|
|
|
—
|
|
|
9,079
|
|
|
838
|
|
|
(2,290
|
)
|
|
(209
|
)
|
||||||
Net realized gains (losses)
|
448
|
|
|
(5,479
|
)
|
|
10,974
|
|
|
6,661
|
|
|
18,420
|
|
|
11,754
|
|
||||||
Net unrealized appreciation (depreciation):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investments
|
(10,310
|
)
|
|
10,941
|
|
|
6,367
|
|
|
(2,878
|
)
|
|
1,811
|
|
|
(2,671
|
)
|
||||||
Foreign currency borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
404
|
|
|
(35
|
)
|
||||||
Net unrealized appreciation (depreciation)
|
(10,310
|
)
|
|
10,941
|
|
|
6,367
|
|
|
(2,878
|
)
|
|
2,215
|
|
|
(2,706
|
)
|
||||||
Net realized and unrealized gains (losses) on investments and foreign currency borrowings
|
(9,862
|
)
|
|
5,462
|
|
|
17,341
|
|
|
3,783
|
|
|
20,635
|
|
|
9,048
|
|
||||||
Loss on extinguishment of debt
|
—
|
|
|
(365
|
)
|
|
(158
|
)
|
|
(829
|
)
|
|
(413
|
)
|
|
—
|
|
||||||
Provision for taxes
|
(150
|
)
|
|
(220
|
)
|
|
(908
|
)
|
|
(552
|
)
|
|
(539
|
)
|
|
(853
|
)
|
||||||
Net increase in net assets resulting from operations
|
$
|
4,037
|
|
|
$
|
25,391
|
|
|
$
|
56,771
|
|
|
$
|
60,064
|
|
|
$
|
81,212
|
|
|
$
|
36,697
|
|
Net investment income per share — basic and diluted
|
$
|
1.63
|
|
|
$
|
1.62
|
|
|
$
|
2.07
|
|
|
$
|
2.16
|
|
|
$
|
2.23
|
|
|
$
|
1.02
|
|
Net increase in net assets resulting from operations per share — basic and diluted
|
$
|
0.47
|
|
|
$
|
1.99
|
|
|
$
|
2.90
|
|
|
$
|
2.25
|
|
|
$
|
2.94
|
|
|
$
|
1.32
|
|
Net asset value per share
|
$
|
11.03
|
|
|
$
|
12.09
|
|
|
$
|
14.68
|
|
|
$
|
15.30
|
|
|
$
|
16.10
|
|
|
$
|
15.95
|
|
Dividends per share
|
$
|
1.62
|
|
|
$
|
1.61
|
|
|
$
|
1.77
|
|
|
$
|
2.02
|
|
|
$
|
2.16
|
|
|
$
|
1.08
|
|
Capital gains distributions per share
|
$
|
0.05
|
|
|
$
|
0.04
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.30
|
|
Weighted average number of shares outstanding — basic and diluted
|
8,593
|
|
|
12,763
|
|
|
19,555
|
|
|
26,741
|
|
|
27,576
|
|
|
27,858
|
|
|
Year Ended December 31,
|
|
June 30,
|
||||||||||||||||||||
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
||||||||||||
|
(Dollars in thousands)
|
|
(unaudited)
|
||||||||||||||||||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investments at fair value
|
$
|
201,318
|
|
|
$
|
325,991
|
|
|
$
|
507,079
|
|
|
$
|
706,803
|
|
|
$
|
664,373
|
|
|
$
|
736,277
|
|
Cash and cash equivalents
|
55,200
|
|
|
54,820
|
|
|
66,868
|
|
|
72,300
|
|
|
133,304
|
|
|
79,593
|
|
||||||
Interest and fees receivable
|
677
|
|
|
868
|
|
|
1,884
|
|
|
2,650
|
|
|
5,256
|
|
|
4,070
|
|
||||||
Prepaid expenses and other current assets
|
287
|
|
|
119
|
|
|
623
|
|
|
403
|
|
|
832
|
|
|
593
|
|
||||||
Deferred financing fees
|
3,540
|
|
|
6,200
|
|
|
6,683
|
|
|
12,323
|
|
|
11,064
|
|
|
10,263
|
|
||||||
Property and equipment, net
|
29
|
|
|
47
|
|
|
58
|
|
|
56
|
|
|
60
|
|
|
75
|
|
||||||
Total assets
|
$
|
261,051
|
|
|
$
|
388,045
|
|
|
$
|
583,195
|
|
|
$
|
794,535
|
|
|
$
|
814,889
|
|
|
$
|
830,871
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued liabilities
|
$
|
2,222
|
|
|
$
|
2,269
|
|
|
$
|
4,117
|
|
|
$
|
6,405
|
|
|
$
|
7,494
|
|
|
$
|
3,216
|
|
Interest payable
|
2,334
|
|
|
2,388
|
|
|
3,522
|
|
|
3,137
|
|
|
3,018
|
|
|
3,023
|
|
||||||
Distribution / dividends payable
|
4,775
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Taxes payable
|
59
|
|
|
198
|
|
|
1,403
|
|
|
3,211
|
|
|
1,065
|
|
|
409
|
|
||||||
Deferred revenue
|
75
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Deferred income taxes
|
577
|
|
|
209
|
|
|
629
|
|
|
1,342
|
|
|
3,514
|
|
|
4,317
|
|
||||||
Borrowings under credit facility
|
—
|
|
|
—
|
|
|
15,000
|
|
|
—
|
|
|
11,221
|
|
|
31,256
|
|
||||||
Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
149,500
|
|
|
149,500
|
|
|
149,500
|
|
||||||
SBA-guaranteed debentures payable
|
121,910
|
|
|
202,465
|
|
|
224,237
|
|
|
213,605
|
|
|
193,285
|
|
|
193,376
|
|
||||||
Total liabilities
|
131,952
|
|
|
207,566
|
|
|
248,908
|
|
|
377,200
|
|
|
369,097
|
|
|
385,097
|
|
||||||
Net assets
|
129,099
|
|
|
180,479
|
|
|
334,287
|
|
|
417,335
|
|
|
445,792
|
|
|
445,774
|
|
||||||
Total liabilities and net assets
|
$
|
261,051
|
|
|
$
|
388,045
|
|
|
$
|
583,195
|
|
|
$
|
794,535
|
|
|
$
|
814,889
|
|
|
$
|
830,871
|
|
Other data (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average yield on total investments(1)
|
13.5
|
%
|
|
13.7
|
%
|
|
13.9
|
%
|
|
13.3
|
%
|
|
12.8
|
%
|
|
12.2
|
%
|
||||||
Number of portfolio companies
|
37
|
|
|
48
|
|
|
63
|
|
|
82
|
|
|
79
|
|
|
86
|
|
||||||
Expense ratios (as percentage of average net assets):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
General and administrative expenses
|
6.6
|
%
|
|
5.3
|
%
|
|
4.4
|
%
|
|
4.0
|
%
|
|
4.4
|
%
|
|
4.5
|
%
|
||||||
Interest and other financing fees
|
7.4
|
|
|
5.4
|
|
|
4.1
|
|
|
4.0
|
|
|
4.7
|
|
|
4.6
|
|
||||||
Total expenses
|
14.0
|
%
|
|
10.7
|
%
|
|
8.5
|
%
|
|
8.0
|
%
|
|
9.1
|
%
|
|
9.1
|
%
|
||||||
Total expenses, including provision for taxes
|
14.1
|
%
|
|
10.8
|
%
|
|
8.8
|
%
|
|
8.2
|
%
|
|
9.2
|
%
|
|
9.5
|
%
|
(1)
|
Excludes non-accrual debt investments.
|
|
|
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
|
|
|
|
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,
2014
|
|
June 30,
2014
|
|
|
|
|
||||
Total investment income
|
|
$
|
24,038,945
|
|
|
$
|
24,939,766
|
|
|
|
|
|
Net investment income
|
|
13,843,341
|
|
|
14,658,348
|
|
|
|
|
|
||
Net increase in net assets resulting from operations
|
|
12,502,499
|
|
|
24,194,338
|
|
|
|
|
|
||
Net investment income per share
|
|
$
|
0.50
|
|
|
$
|
0.53
|
|
|
|
|
|
•
|
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. Further, we may not be permitted to declare a dividend or make any distribution to stockholders or repurchase shares until such time as we satisfy this test.
|
•
|
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.
|
•
|
It is likely that any senior securities or other indebtedness we issue will be, and our Credit Facility and 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.
|
•
|
We and, indirectly, our stockholders will bear the cost of issuing and servicing such securities and other indebtedness.
|
•
|
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.
|
|
|
Assumed Return on our Portfolio
(Net of Expenses)
|
|||||||||||||
|
|
(10.0
|
)%
|
|
(5.0
|
)%
|
|
0.0
|
%
|
|
5.0
|
%
|
|
10.0
|
%
|
Corresponding net return to stockholder(1)
|
|
(22.9
|
)%
|
|
(13.5
|
)%
|
|
(4.2
|
)%
|
|
5.1
|
%
|
|
14.4
|
%
|
(1)
|
Assumes $830.9 million in total assets, $374.1 million in debt outstanding, $445.8 million in net assets and an average cost of funds of 5.04%, which was the weighted average borrowing cost on our borrowings as of June 30, 2014.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
|
|
|
|
Example 1
5% Offering
at 5% Discount
|
|
Example 2
10% Offering
at 10% Discount
|
|
Example 3
20% Offering
at 20% Discount
|
|
Example 4
25% Offering
at 100% Discount
|
||||||||||||||||||||||
|
|
Prior to Sale
Below NAV
|
|
Following
Sale
|
|
%
Change
|
|
Following
Sale
|
|
%
Change
|
|
Following
Sale
|
|
%
Change
|
|
Following
Sale
|
|
%
Change
|
||||||||||||||
Offering Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Price per Share to Public
|
|
—
|
|
|
$
|
10.00
|
|
|
—
|
|
|
$
|
9.47
|
|
|
—
|
|
|
$
|
8.42
|
|
|
—
|
|
|
$
|
0.01
|
|
|
—
|
|
|
Net Proceeds per Share to Issuer
|
|
—
|
|
|
$
|
9.50
|
|
|
—
|
|
|
$
|
9.00
|
|
|
—
|
|
|
$
|
8.00
|
|
|
—
|
|
|
$
|
0.01
|
|
|
—
|
|
|
Decrease to NAV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total Shares Outstanding
|
|
1,000,000
|
|
|
1,050,000
|
|
|
5.00
|
%
|
|
1,100,000
|
|
|
10.00
|
%
|
|
1,200,000
|
|
|
20.00
|
%
|
|
1,250,000
|
|
|
25.00
|
%
|
|||||
NAV per Share
|
|
$
|
10.00
|
|
|
$
|
9.98
|
|
|
(0.24
|
)%
|
|
$
|
9.91
|
|
|
(0.91
|
)%
|
|
$
|
9.67
|
|
|
(3.33
|
)%
|
|
$
|
8.00
|
|
|
(19.98
|
)%
|
Dilution to Stockholder
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Shares Held by Stockholder A
|
|
10,000
|
|
|
10,000
|
|
|
—
|
|
|
10,000
|
|
|
—
|
|
|
10,000
|
|
|
—
|
|
|
10,000
|
|
|
—
|
|
|||||
Percentage Held by Stockholder A
|
|
1.0
|
%
|
|
0.95
|
%
|
|
(4.76
|
)%
|
|
0.91
|
%
|
|
(9.09
|
)%
|
|
0.83
|
%
|
|
(16.67
|
)%
|
|
0.80
|
%
|
|
(20.00
|
)%
|
|||||
Total Asset Values
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total NAV Held by Stockholder A
|
|
$
|
100,000
|
|
|
$
|
99,762
|
|
|
(0.24
|
)%
|
|
$
|
99,091
|
|
|
(0.91
|
)%
|
|
$
|
96,667
|
|
|
(3.33
|
)%
|
|
$
|
80,020
|
|
|
(19.98
|
)%
|
Total Investment by Stockholder A (Assumed to Be $10.00 per Share)
|
|
$
|
100,000
|
|
|
$
|
100,000
|
|
|
—
|
|
|
$
|
100,000
|
|
|
—
|
|
|
$
|
100,000
|
|
|
—
|
|
|
$
|
100,000
|
|
|
—
|
|
Total Dilution to Stockholder A (Total NAV Less Total Investment)
|
|
—
|
|
|
$
|
(238
|
)
|
|
—
|
|
|
$
|
(909
|
)
|
|
—
|
|
|
$
|
(3,333
|
)
|
|
—
|
|
|
$
|
(19,980
|
)
|
|
—
|
|
|
Per Share Amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
NAV per Share Held by Stockholder A
|
|
—
|
|
|
$
|
9.98
|
|
|
—
|
|
|
$
|
9.91
|
|
|
—
|
|
|
$
|
9.67
|
|
|
—
|
|
|
$
|
8.00
|
|
|
—
|
|
|
Investment per Share Held by Stockholder A (Assumed to be $10.00 per Share on Shares Held Prior to Sale)
|
|
$
|
10.00
|
|
|
$
|
10.00
|
|
|
—
|
|
|
$
|
10.00
|
|
|
—
|
|
|
$
|
10.00
|
|
|
—
|
|
|
$
|
10.00
|
|
|
—
|
|
Dilution per Share Held by Stockholder A (NAV per Share Less Investment per Share)
|
|
—
|
|
|
$
|
(0.02
|
)
|
|
—
|
|
|
$
|
(0.09
|
)
|
|
—
|
|
|
$
|
(0.33
|
)
|
|
—
|
|
|
$
|
(2.00
|
)
|
|
—
|
|
|
Percentage Dilution to Stockholder A (Dilution per Share Divided by Investment per Share)
|
|
—
|
|
|
—
|
|
|
(0.24
|
)%
|
|
—
|
|
|
(0.91
|
)%
|
|
—
|
|
|
(3.33
|
)%
|
|
—
|
|
|
(19.98
|
)%
|
•
|
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;
|
•
|
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;
|
•
|
are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us;
|
•
|
generally have less predictable operating results, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; and
|
•
|
generally have less publicly available information about their businesses, operations and financial condition. 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.
|
•
|
sudden electrical or telecommunications outages;
|
•
|
natural disasters such as earthquakes, tornadoes and hurricanes;
|
•
|
disease pandemics;
|
•
|
events arising from local or larger scale political or social matters, including terrorist acts; and
|
•
|
cyber-attacks.
|
•
|
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;
|
•
|
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);
|
•
|
certificates of deposit with a maturity of one year or less, issued by a federally insured institution; and
|
•
|
a deposit account in a federally insured institution that is subject to withdrawal restriction of one year or less.
|
•
|
significant volatility in the market price and trading volume of securities of BDCs or other companies in our sector, which are not necessarily related to the operating performance of these companies;
|
•
|
changes in regulatory policies or tax guidelines, particularly with respect to RICs, BDCs or SBICs;
|
•
|
inability to obtain certain exemptive relief from the SEC;
|
•
|
loss of RIC status or either of our SBIC subsidiaries’ status as an SBIC;
|
•
|
changes in earnings or variations in operating results;
|
•
|
changes in the value of our portfolio of investments;
|
•
|
any shortfall in investment income or net investment income or any increase in losses from levels expected by investors or securities analysts;
|
•
|
conversion features of subscription rights, warrants or convertible debt;
|
•
|
loss of a major funding source;
|
•
|
fluctuations in interest rates;
|
•
|
the operating performance of companies comparable to us;
|
•
|
departure of our key personnel;
|
•
|
proposed, or completed, offerings of our securities, including classes other than our common stock;
|
•
|
global or national credit market changes; and
|
•
|
general economic trends and other external factors.
|
•
|
the time remaining to the maturity of these debt securities;
|
•
|
the outstanding principal amount of debt securities with terms identical to these debt securities;
|
•
|
the general economic environment;
|
•
|
the supply of debt securities trading in the secondary market, if any;
|
•
|
the redemption, repayment or convertible features, if any, of these debt securities;
|
•
|
the level, direction and volatility of market interest rates generally; and
|
•
|
market rates of interest higher or lower than rates borne by the debt securities.
|
•
|
our future operating results;
|
•
|
our business prospects and the prospects of our portfolio companies;
|
•
|
the impact of the investments that we expect to make;
|
•
|
the ability of our portfolio companies to achieve their objectives;
|
•
|
our expected financings and investments;
|
•
|
the adequacy of our cash resources and working capital; and
|
•
|
the timing of cash flows, if any, from the operations of our portfolio companies.
|
•
|
changes in the economy;
|
•
|
risks associated with possible disruption in our operations or the economy generally due to terrorism; and
|
•
|
future changes in laws or regulations and conditions in our operating areas.
|
|
|
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
|
|
For the Six
Months Ended
June 30,
2014
|
||||||
Earnings to Fixed Charges(1)
|
|
1.58
|
|
|
4.14
|
|
|
6.22
|
|
|
4.52
|
|
|
4.96
|
|
|
4.65
|
|
(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, 4.85 for the year ended December 31, 2013 and 4.91 for the six months ended June 30, 2014.
|
•
|
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, 3.96 for the year ended December 31, 2013 and 3.77 for the six months ended June 30, 2014.
|
|
|
Net Asset
Value(1)
|
|
Sales Price
|
|
Premium
(Discount) of
High Sales
Price to
Net Asset
Value(2)
|
|
Premium
(Discount) of
Low Sales
Price to
Net Asset
Value(2)
|
|
Cash
Distributions
per Share(3)
|
||||||||||||
|
|
High
|
|
Low
|
|
|||||||||||||||||
Year ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First Quarter
|
|
$
|
15.12
|
|
|
$
|
20.23
|
|
|
$
|
18.83
|
|
|
33.8
|
%
|
|
24.5
|
%
|
|
$
|
0.47
|
|
Second Quarter
|
|
$
|
15.21
|
|
|
$
|
23.29
|
|
|
$
|
18.81
|
|
|
53.1
|
%
|
|
23.7
|
%
|
|
$
|
0.50
|
|
Third Quarter
|
|
$
|
15.33
|
|
|
$
|
26.13
|
|
|
$
|
21.60
|
|
|
70.5
|
%
|
|
40.9
|
%
|
|
$
|
0.52
|
|
Fourth Quarter
|
|
$
|
15.30
|
|
|
$
|
26.71
|
|
|
$
|
21.36
|
|
|
74.6
|
%
|
|
39.6
|
%
|
|
$
|
0.53
|
|
Year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First Quarter
|
|
$
|
15.32
|
|
|
$
|
30.70
|
|
|
$
|
25.86
|
|
|
100.4
|
%
|
|
68.8
|
%
|
|
$
|
0.54
|
|
Second Quarter
|
|
$
|
15.62
|
|
|
$
|
29.99
|
|
|
$
|
25.47
|
|
|
92.0
|
%
|
|
63.1
|
%
|
|
$
|
0.54
|
|
Third Quarter
|
|
$
|
15.94
|
|
|
$
|
30.19
|
|
|
$
|
27.56
|
|
|
89.4
|
%
|
|
72.9
|
%
|
|
$
|
0.54
|
|
Fourth Quarter
|
|
$
|
16.10
|
|
|
$
|
30.42
|
|
|
$
|
27.45
|
|
|
88.9
|
%
|
|
70.5
|
%
|
|
$
|
0.54
|
|
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First Quarter
|
|
$
|
15.72
|
|
|
$
|
29.39
|
|
|
$
|
25.75
|
|
|
87.0
|
%
|
|
63.8
|
%
|
|
$
|
0.69
|
|
Second Quarter
|
|
$
|
15.95
|
|
|
$
|
28.58
|
|
|
$
|
24.68
|
|
|
79.2
|
%
|
|
54.7
|
%
|
|
$
|
0.69
|
|
Third Quarter(4)
|
|
*
|
|
|
$
|
28.67
|
|
|
$
|
25.21
|
|
|
*
|
|
|
*
|
|
|
*
|
|
(1)
|
Net asset value per share is determined as of the last day in the relevant quarter and therefore may not reflect the net asset value per share on the date of the high and low sales prices. The net asset values shown are based on outstanding shares at the end of each period.
|
(2)
|
Calculated as the respective high or low sales price divided by net asset value.
|
(3)
|
Represents the distribution(s) declared in the specified quarter. We have adopted an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a distribution, then stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash distributions. See “Dividend Reinvestment Plan.” For both the first and second quarters of 2014, the cash distributions per share includes capital gains distributions of $0.15 per share each quarter in addition to our normal quarterly dividend.
|
(4)
|
Sales prices through September 30, 2014. The last reported price for our common stock on September 30, 2014 was $25.32 per share.
|
*
|
Not determinable at the time of filing.
|
(1)
|
In August 2014, we completed a public offering of 4,945,000 shares of our common stock. The net proceeds from the offering were approximately $127.7 million, after underwriting discounts and estimated expenses payable by us.
|
(2)
|
As of June 30, 2014, Triangle SBIC had issued $118.7 million of SBA-guaranteed debentures and had the current capacity to issue up to the statutory maximum of $150.0 million, subject to SBA approval, and Triangle SBIC II had issued the statutory maximum of $75.0 million in face amount of SBA-guaranteed debentures. Amount outstanding represents cost of SBA-guaranteed debentures outstanding. For more information regarding our limitations as to SBA guaranteed debenture issuances, see “Regulation - Small Business Administration Regulation” in the accompanying prospectus.
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Ended
|
||||||||||||
|
|
Year Ended December 31,
|
|
June 30,
|
||||||||||||||||||||
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
||||||||||||
|
|
(Dollars and share amounts in thousands, except per
share data)
|
|
(unaudited)
|
||||||||||||||||||||
Income statement data:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investment income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total loan interest, fee and dividend income
|
|
$
|
27,149
|
|
|
$
|
35,641
|
|
|
$
|
63,002
|
|
|
$
|
89,937
|
|
|
$
|
100,755
|
|
|
$
|
48,848
|
|
Interest income from cash and cash equivalent investments
|
|
613
|
|
|
344
|
|
|
362
|
|
|
431
|
|
|
273
|
|
|
131
|
|
||||||
Total investment income
|
|
27,762
|
|
|
35,985
|
|
|
63,364
|
|
|
90,368
|
|
|
101,028
|
|
|
48,979
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest and other financing fees
|
|
7,264
|
|
|
7,782
|
|
|
10,902
|
|
|
16,413
|
|
|
20,234
|
|
|
10,298
|
|
||||||
General and administrative expenses
|
|
6,449
|
|
|
7,689
|
|
|
11,966
|
|
|
16,293
|
|
|
19,265
|
|
|
10,179
|
|
||||||
Total operating expenses
|
|
13,713
|
|
|
15,471
|
|
|
22,868
|
|
|
32,706
|
|
|
39,499
|
|
|
20,477
|
|
||||||
Net investment income
|
|
14,049
|
|
|
20,514
|
|
|
40,496
|
|
|
57,662
|
|
|
61,529
|
|
|
28,502
|
|
||||||
Realized and unrealized gains (losses) on investments and foreign currency borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net realized gains (losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-Control/Non-Affiliate investments
|
|
448
|
|
|
(1,623
|
)
|
|
1,895
|
|
|
3,870
|
|
|
15,882
|
|
|
11,735
|
|
||||||
Affiliate investments
|
|
—
|
|
|
(3,856
|
)
|
|
—
|
|
|
1,953
|
|
|
4,828
|
|
|
228
|
|
||||||
Control investments
|
|
—
|
|
|
—
|
|
|
9,079
|
|
|
838
|
|
|
(2,290
|
)
|
|
(209
|
)
|
||||||
Net realized gains (losses)
|
|
448
|
|
|
(5,479
|
)
|
|
10,974
|
|
|
6,661
|
|
|
18,420
|
|
|
11,754
|
|
||||||
Net unrealized appreciation (depreciation):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investments
|
|
(10,310
|
)
|
|
10,941
|
|
|
6,367
|
|
|
(2,878
|
)
|
|
1,811
|
|
|
(2,671
|
)
|
||||||
Foreign currency borrowings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
404
|
|
|
(35
|
)
|
||||||
Net unrealized appreciation (depreciation)
|
|
(10,310
|
)
|
|
10,941
|
|
|
6,367
|
|
|
(2,878
|
)
|
|
2,215
|
|
|
(2,706
|
)
|
||||||
Net realized and unrealized gains (losses) on investments and foreign currency borrowings
|
|
(9,862
|
)
|
|
5,462
|
|
|
17,341
|
|
|
3,783
|
|
|
20,635
|
|
|
9,048
|
|
||||||
Loss on extinguishment of debt
|
|
—
|
|
|
(365
|
)
|
|
(158
|
)
|
|
(829
|
)
|
|
(413
|
)
|
|
—
|
|
||||||
Provision for taxes
|
|
(150
|
)
|
|
(220
|
)
|
|
(908
|
)
|
|
(552
|
)
|
|
(539
|
)
|
|
(853
|
)
|
||||||
Net increase in net assets resulting from operations
|
|
$
|
4,037
|
|
|
$
|
25,391
|
|
|
$
|
56,771
|
|
|
$
|
60,064
|
|
|
$
|
81,212
|
|
|
$
|
36,697
|
|
Net investment income per share — basic and diluted
|
|
$
|
1.63
|
|
|
$
|
1.62
|
|
|
$
|
2.07
|
|
|
$
|
2.16
|
|
|
$
|
2.23
|
|
|
$
|
1.02
|
|
Net increase in net assets resulting from operations per share — basic and diluted
|
|
$
|
0.47
|
|
|
$
|
1.99
|
|
|
$
|
2.90
|
|
|
$
|
2.25
|
|
|
$
|
2.94
|
|
|
$
|
1.32
|
|
Net asset value per share
|
|
$
|
11.03
|
|
|
$
|
12.09
|
|
|
$
|
14.68
|
|
|
$
|
15.30
|
|
|
$
|
16.10
|
|
|
$
|
15.95
|
|
Dividends per share
|
|
$
|
1.62
|
|
|
$
|
1.61
|
|
|
$
|
1.77
|
|
|
$
|
2.02
|
|
|
$
|
2.16
|
|
|
$
|
1.08
|
|
Capital gains distributions per share
|
|
$
|
0.05
|
|
|
$
|
0.04
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.30
|
|
Weighted average number of shares outstanding — basic and diluted
|
|
8,593
|
|
|
12,763
|
|
|
19,555
|
|
|
26,741
|
|
|
27,576
|
|
|
27,858
|
|
|
Year Ended December 31,
|
|
June 30,
|
||||||||||||||||||||
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
||||||||||||
|
(Dollars in thousands)
|
|
(unaudited)
|
||||||||||||||||||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investments at fair value
|
$
|
201,318
|
|
|
$
|
325,991
|
|
|
$
|
507,079
|
|
|
$
|
706,803
|
|
|
$
|
664,373
|
|
|
$
|
736,277
|
|
Cash and cash equivalents
|
55,200
|
|
|
54,820
|
|
|
66,868
|
|
|
72,300
|
|
|
133,304
|
|
|
79,593
|
|
||||||
Interest and fees receivable
|
677
|
|
|
868
|
|
|
1,884
|
|
|
2,650
|
|
|
5,256
|
|
|
4,070
|
|
||||||
Prepaid expenses and other current assets
|
287
|
|
|
119
|
|
|
623
|
|
|
403
|
|
|
832
|
|
|
593
|
|
||||||
Deferred financing fees
|
3,540
|
|
|
6,200
|
|
|
6,683
|
|
|
12,323
|
|
|
11,064
|
|
|
10,263
|
|
||||||
Property and equipment, net
|
29
|
|
|
47
|
|
|
58
|
|
|
56
|
|
|
60
|
|
|
75
|
|
||||||
Total assets
|
$
|
261,051
|
|
|
$
|
388,045
|
|
|
$
|
583,195
|
|
|
$
|
794,535
|
|
|
$
|
814,889
|
|
|
$
|
830,871
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued liabilities
|
$
|
2,222
|
|
|
$
|
2,269
|
|
|
$
|
4,117
|
|
|
$
|
6,405
|
|
|
$
|
7,494
|
|
|
$
|
3,216
|
|
Interest payable
|
2,334
|
|
|
2,388
|
|
|
3,522
|
|
|
3,137
|
|
|
3,018
|
|
|
3,023
|
|
||||||
Distribution / dividends payable
|
4,775
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Taxes payable
|
59
|
|
|
198
|
|
|
1,403
|
|
|
3,211
|
|
|
1,065
|
|
|
409
|
|
||||||
Deferred revenue
|
75
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Deferred income taxes
|
577
|
|
|
209
|
|
|
629
|
|
|
1,342
|
|
|
3,514
|
|
|
4,317
|
|
||||||
Borrowings under credit facility
|
—
|
|
|
—
|
|
|
15,000
|
|
|
—
|
|
|
11,221
|
|
|
31,256
|
|
||||||
Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
149,500
|
|
|
149,500
|
|
|
149,500
|
|
||||||
SBA-guaranteed debentures payable
|
121,910
|
|
|
202,465
|
|
|
224,237
|
|
|
213,605
|
|
|
193,285
|
|
|
193,376
|
|
||||||
Total liabilities
|
131,952
|
|
|
207,566
|
|
|
248,908
|
|
|
377,200
|
|
|
369,097
|
|
|
385,097
|
|
||||||
Net assets
|
129,099
|
|
|
180,479
|
|
|
334,287
|
|
|
417,335
|
|
|
445,792
|
|
|
445,774
|
|
||||||
Total liabilities and net assets
|
$
|
261,051
|
|
|
$
|
388,045
|
|
|
$
|
583,195
|
|
|
$
|
794,535
|
|
|
$
|
814,889
|
|
|
$
|
830,871
|
|
Other data (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average yield on total investments(1)
|
13.5
|
%
|
|
13.7
|
%
|
|
13.9
|
%
|
|
13.3
|
%
|
|
12.8
|
%
|
|
12.2
|
%
|
||||||
Number of portfolio companies
|
37
|
|
|
48
|
|
|
63
|
|
|
82
|
|
|
79
|
|
|
86
|
|
||||||
Expense ratios (as percentage of average net assets):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
General and administrative expenses
|
6.6
|
%
|
|
5.3
|
%
|
|
4.4
|
%
|
|
4.0
|
%
|
|
4.4
|
%
|
|
4.5
|
%
|
||||||
Interest and other financing fees
|
7.4
|
|
|
5.4
|
|
|
4.1
|
|
|
4.0
|
|
|
4.7
|
|
|
4.6
|
|
||||||
Total expenses
|
14.0
|
%
|
|
10.7
|
%
|
|
8.5
|
%
|
|
8.0
|
%
|
|
9.1
|
%
|
|
9.1
|
%
|
||||||
Total expenses, including provision for taxes
|
14.1
|
%
|
|
10.8
|
%
|
|
8.8
|
%
|
|
8.2
|
%
|
|
9.2
|
%
|
|
9.5
|
%
|
(1)
|
Excludes non-accrual debt investments.
|
|
|
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
|
|
|
|
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,
2014
|
|
June 30,
2014
|
|
|
|
|
||||
Total investment income
|
|
$
|
24,038,945
|
|
|
$
|
24,939,766
|
|
|
|
|
|
Net investment income
|
|
13,843,341
|
|
|
14,658,348
|
|
|
|
|
|
||
Net increase in net assets resulting from operations
|
|
12,502,499
|
|
|
24,194,338
|
|
|
|
|
|
||
Net investment income per share
|
|
$
|
0.50
|
|
|
$
|
0.53
|
|
|
|
|
|
|
|
Cost
|
|
Percentage of
Total Portfolio
|
|
Fair Value
|
|
Percentage of
Total Portfolio
|
||||||
June 30, 2014:
|
|
|
|
|
|
|
|
|
||||||
Subordinated debt and 2
nd
lien notes
|
|
$
|
587,708,385
|
|
|
81
|
%
|
|
$
|
561,884,054
|
|
|
76
|
%
|
Senior debt and 1
st
lien notes
|
|
50,582,722
|
|
|
7
|
|
|
50,453,283
|
|
|
7
|
|
||
Equity shares
|
|
79,946,810
|
|
|
11
|
|
|
113,790,816
|
|
|
15
|
|
||
Equity warrants
|
|
9,351,827
|
|
|
1
|
|
|
10,149,000
|
|
|
2
|
|
||
Royalty rights
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
$
|
727,589,744
|
|
|
100
|
%
|
|
$
|
736,277,153
|
|
|
100
|
%
|
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
2nd lien notes
|
|
$
|
582,365,584
|
|
|
83
|
%
|
|
$
|
559,355,550
|
|
|
79
|
%
|
Senior debt and 1st 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, 2011:
|
|
|
|
|
|
|
|
|
||||||
Subordinated debt and
2nd lien notes
|
|
$
|
393,830,719
|
|
|
79
|
%
|
|
$
|
387,169,056
|
|
|
76
|
%
|
Senior debt and 1st lien notes
|
|
60,622,827
|
|
|
12
|
|
|
59,974,195
|
|
|
12
|
|
||
Equity shares
|
|
34,741,728
|
|
|
7
|
|
|
43,972,024
|
|
|
9
|
|
||
Equity warrants
|
|
8,272,380
|
|
|
2
|
|
|
15,043,300
|
|
|
3
|
|
||
Royalty rights
|
|
874,400
|
|
|
—
|
|
|
920,000
|
|
|
—
|
|
||
|
|
$
|
498,342,054
|
|
|
100
|
%
|
|
$
|
507,078,575
|
|
|
100
|
%
|
Six Months Ended
June 30, 2014:
|
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
|
$
|
514,467,575
|
|
|
$
|
45,968,765
|
|
|
$
|
79,935,246
|
|
|
$
|
23,928,603
|
|
|
$
|
73,000
|
|
|
$
|
664,373,189
|
|
New investments
|
137,230,617
|
|
|
10,200,175
|
|
|
16,777,550
|
|
|
632,000
|
|
|
—
|
|
|
164,840,342
|
|
||||||
Reclassifications
|
(3,964,597
|
)
|
|
(5,963,403
|
)
|
|
11,715,000
|
|
|
(1,787,000
|
)
|
|
—
|
|
|
—
|
|
||||||
Proceeds from sales of investments
|
—
|
|
|
—
|
|
|
(5,800,481
|
)
|
|
(11,020,560
|
)
|
|
—
|
|
|
(16,821,041
|
)
|
||||||
Loan origination fees received
|
(2,625,648
|
)
|
|
(212,778
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,838,426
|
)
|
||||||
Principal repayments received
|
(88,089,399
|
)
|
|
(116,058
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88,205,457
|
)
|
||||||
PIK interest earned
|
7,369,836
|
|
|
511,468
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,881,304
|
|
||||||
PIK interest payments received
|
(5,267,116
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,267,116
|
)
|
||||||
Accretion of loan discounts
|
644,575
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
644,575
|
|
||||||
Accretion of deferred loan origination revenue
|
1,722,418
|
|
|
61,185
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,783,603
|
|
||||||
Realized gain
|
126,617
|
|
|
—
|
|
|
2,055,808
|
|
|
9,571,750
|
|
|
—
|
|
|
11,754,175
|
|
||||||
Unrealized gain (loss)
|
269,176
|
|
|
3,929
|
|
|
9,107,693
|
|
|
(11,175,793
|
)
|
|
(73,000
|
)
|
|
(1,867,995
|
)
|
||||||
Fair value, end of period
|
$
|
561,884,054
|
|
|
$
|
50,453,283
|
|
|
$
|
113,790,816
|
|
|
$
|
10,149,000
|
|
|
$
|
—
|
|
|
$
|
736,277,153
|
|
Weighted average yield on debt investments at end of period(1)
|
|
13.8
|
%
|
||||||||||||||||||||
Weighted average yield on total investments at end of period(1)
|
|
12.2
|
%
|
||||||||||||||||||||
Weighted average yield on total investments at end of period
|
|
11.7
|
%
|
(1)
|
Excludes non-accrual debt investments.
|
Six Months Ended
June 30, 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
|
30,379,497
|
|
|
1,500,000
|
|
|
3,087,324
|
|
|
2,146,000
|
|
|
—
|
|
|
37,112,821
|
|
||||||
Reclassifications
|
8,769,569
|
|
|
(8,769,569
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Proceeds from sales of investments
|
—
|
|
|
—
|
|
|
(14,193,975
|
)
|
|
(1,196,052
|
)
|
|
—
|
|
|
(15,390,027
|
)
|
||||||
Loan origination fees received
|
(621,440
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(621,440
|
)
|
||||||
Principal repayments received
|
(83,973,518
|
)
|
|
(12,331,802
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(96,305,320
|
)
|
||||||
PIK interest earned
|
8,026,105
|
|
|
411,306
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,437,411
|
|
||||||
PIK interest payments received
|
(2,666,468
|
)
|
|
(507,608
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,174,076
|
)
|
||||||
Accretion of loan discounts
|
765,628
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
765,628
|
|
||||||
Accretion of deferred loan origination revenue
|
2,042,069
|
|
|
201,059
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,243,128
|
|
||||||
Realized gains
|
(4,609,887
|
)
|
|
—
|
|
|
9,106,025
|
|
|
816,392
|
|
|
—
|
|
|
5,312,530
|
|
||||||
Unrealized gain (loss)
|
5,438,645
|
|
|
13,660
|
|
|
(2,288,469
|
)
|
|
1,806,263
|
|
|
(56,000
|
)
|
|
4,914,099
|
|
||||||
Fair value, end of period
|
$
|
522,905,750
|
|
|
$
|
27,094,040
|
|
|
$
|
74,690,084
|
|
|
$
|
25,331,603
|
|
|
$
|
76,000
|
|
|
$
|
650,097,477
|
|
Weighted average yield on debt investments at end of period(1)
|
|
14.8
|
%
|
||||||||||||||||||||
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.
|
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
|
|
||||||
Reclassifications
|
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.
|
Year Ended
December 31, 2011:
|
|
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
|
|
$
|
234,049,688
|
|
|
$
|
44,584,148
|
|
|
$
|
38,719,699
|
|
|
$
|
7,902,458
|
|
|
$
|
734,600
|
|
|
$
|
325,990,593
|
|
New investments
|
|
196,000,453
|
|
|
16,717,700
|
|
|
9,908,778
|
|
|
2,369,912
|
|
|
—
|
|
|
224,996,843
|
|
||||||
Proceeds from sales of investments
|
|
—
|
|
|
—
|
|
|
(17,827,252
|
)
|
|
—
|
|
|
—
|
|
|
(17,827,252
|
)
|
||||||
Loan origination fees received
|
|
(3,972,189
|
)
|
|
(392,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,364,689
|
)
|
||||||
Principal repayments received
|
|
(45,927,682
|
)
|
|
(2,590,258
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,517,940
|
)
|
||||||
PIK interest earned
|
|
9,451,043
|
|
|
1,302,564
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,753,607
|
|
||||||
PIK interest payments received
|
|
(4,041,687
|
)
|
|
(601,426
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,643,113
|
)
|
||||||
Accretion of loan discounts
|
|
1,073,661
|
|
|
104,568
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,178,229
|
|
||||||
Accretion of deferred loan origination revenue
|
|
1,558,430
|
|
|
192,752
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,751,182
|
|
||||||
Realized gain (loss)
|
|
(2,480,664
|
)
|
|
(6,747
|
)
|
|
13,544,312
|
|
|
(83,414
|
)
|
|
—
|
|
|
10,973,487
|
|
||||||
Unrealized gain (loss)
|
|
1,458,003
|
|
|
663,394
|
|
|
(373,513
|
)
|
|
4,854,344
|
|
|
185,400
|
|
|
6,787,628
|
|
||||||
Fair value, end of period
|
|
$
|
387,169,056
|
|
|
$
|
59,974,195
|
|
|
$
|
43,972,024
|
|
|
$
|
15,043,300
|
|
|
$
|
920,000
|
|
|
$
|
507,078,575
|
|
Weighted average yield on debt investments at end of period(1)
|
|
15.0
|
%
|
|||||||||||||||||||||
Weighted average yield on total investments at end of period(1)
|
|
13.9
|
%
|
|||||||||||||||||||||
Weighted average yield on total investments at end of period
|
|
13.6
|
%
|
(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%
|
March 31, 2014
|
|
15
|
|
25%
|
June 30, 2014
|
|
15
|
|
31%
|
(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.
|
Class and Year
|
|
Total Amount
Outstanding
Exclusive of
Treasury
Securities(a)
|
|
|
|
Asset
Coverage per
Unit(b)
|
|
Involuntary
Liquidating
Preference per
Unit(c)
|
|
Average Market
Value per
Unit(d)
|
|||||||
|
|
(Dollars in
thousands)
|
|
|
|
|
|
|
|
|
|||||||
Notes due 2019
|
|
|
|
|
|
|
|
|
|
|
|||||||
2012
|
|
|
$
|
69,000
|
|
|
|
|
$
|
11,311
|
|
|
—
|
|
$
|
25.92
|
|
2013
|
|
|
69,000
|
|
|
|
|
11,591
|
|
|
—
|
|
25.99
|
|
|||
June 30, 2014 (unaudited)(e)
|
|
|
69,000
|
|
|
|
|
11,883
|
|
|
—
|
|
25.86
|
|
|||
Notes due 2022
|
|
|
|
|
|
|
|
|
|
|
|||||||
2012
|
|
|
80,500
|
|
|
|
|
9,695
|
|
|
—
|
|
25.03
|
|
|||
2013
|
|
|
80,500
|
|
|
|
|
9,935
|
|
|
—
|
|
24.94
|
|
|||
June 30, 2014 (unaudited)(e)
|
|
|
80,500
|
|
|
|
|
10,185
|
|
|
—
|
|
24.81
|
|
|||
SBA-guaranteed debentures payable
|
|
|
|
|
|
|
|
|
|
|
|||||||
2003
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
N/A
|
|
|||
2004
|
|
|
17,700
|
|
|
|
|
1,283
|
|
|
—
|
|
N/A
|
|
|||
2005
|
|
|
31,800
|
|
|
|
|
1,357
|
|
|
—
|
|
N/A
|
|
|||
2006
|
|
|
31,800
|
|
|
|
|
1,791
|
|
|
—
|
|
N/A
|
|
|||
2007
|
|
|
37,010
|
|
|
|
|
3,526
|
|
|
—
|
|
N/A
|
|
|||
2008
|
|
|
115,110
|
|
|
|
|
1,794
|
|
|
—
|
|
N/A
|
|
|||
2009
|
|
|
121,910
|
|
|
|
|
2,059
|
|
|
—
|
|
N/A
|
|
|||
2010
|
|
|
202,465
|
|
|
|
|
1,891
|
|
|
—
|
|
N/A
|
|
|||
2011
|
|
|
224,238
|
|
|
|
|
2,558
|
|
|
—
|
|
N/A
|
|
|||
2012
|
|
|
213,605
|
|
|
|
|
3,654
|
|
|
—
|
|
N/A
|
|
|||
2013
|
|
|
193,285
|
|
|
|
|
4,138
|
|
|
—
|
|
N/A
|
|
|||
June 30, 2014 (unaudited)(e)
|
|
|
193,376
|
|
|
|
|
4,240
|
|
|
—
|
|
N/A
|
|
|||
Credit facility
|
|
|
|
|
|
|
|
|
|
|
|||||||
2011
|
|
|
15,000
|
|
|
|
|
38,235
|
|
|
—
|
|
N/A
|
|
|||
2012
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
N/A
|
|
|||
2013
|
|
|
11,221
|
|
|
|
|
71,275
|
|
|
—
|
|
N/A
|
|
|||
June 30, 2014 (unaudited)(e)
|
|
|
31,256
|
|
|
|
|
26,232
|
|
|
—
|
|
N/A
|
|
(a)
|
Total amount of each class of senior securities outstanding at the end of the period presented.
|
(b)
|
Asset coverage per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness.
|
(c)
|
The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it. The “—” indicates information which the Securities and Exchange Commission expressly does not require to be disclosed for certain types of senior securities.
|
(d)
|
Average market value per unit for our Notes due 2019 and our Notes due 2022 represent the average of the daily closing prices as reported on the NYSE for each security during 2012, 2013 and the first six months of 2014. Average market value per unit for our SBA-guaranteed debentures payable and our Credit Facility are not applicable because these senior securities are not registered for public trading.
|
(e)
|
In July 2014, we issued $31.3 million of SBA-guaranteed debentures payable. In August 2014, we repaid $20.0 million of indebtedness under our Credit Facility that was outstanding as of June 30, 2014 (unaudited).
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
Origination
|
•
|
Due Diligence and Underwriting
|
•
|
Approval
|
•
|
Documentation and Closing
|
•
|
Portfolio Management and Investment Monitoring
|
•
|
a comprehensive financial model that we prepare based on quantitative analysis of historical financial performance, financial projections and pro forma financial ratios assuming investment;
|
•
|
the competitive landscape surrounding the potential investment;
|
•
|
strengths and weaknesses of the potential investment’s business strategy and industry;
|
•
|
results of a broad qualitative analysis of the company’s management team, products or services, market position, market dynamics and customers and suppliers; and
|
•
|
potential investment structures, certain financing ratios and investment pricing terms.
|
•
|
monthly and quarterly reviews of actual financial performance versus the corresponding period of the prior year and financial projections;
|
•
|
monthly and quarterly monitoring of all financial and other covenants;
|
•
|
reviews of senior lender loan compliance certificates, where applicable;
|
•
|
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;
|
•
|
periodic face-to-face meetings with management teams and financial sponsors of portfolio companies;
|
•
|
attendance at portfolio company board meetings through board seats or observation rights; and
|
•
|
application of our investment rating system to each investment.
|
|
|
|
Investment
Rating
|
|
Description
|
|
|
|
10
|
|
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.
|
|
|
|
9
|
|
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.
|
|
|
|
8
|
|
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.
|
|
|
|
7
|
|
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.
|
|
|
|
6
|
|
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.
|
|
|
|
5
|
|
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.
|
|
|
|
4
|
|
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.
|
|
|
|
3
|
|
Investment is in default of transaction covenants but interest payments are current. No loss of principal is expected.
|
|
|
|
2
|
|
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.
|
|
|
|
1
|
|
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.
|
|
|
|
0
|
|
Investment is in default and a principal loss of between 68.0% and 100.0% is expected.
|
•
|
financial standing of the issuer of the security;
|
•
|
comparison of the business and financial plan of the issuer with actual results;
|
•
|
the size of the security held as it relates to the liquidity of the market for such security;
|
•
|
pending 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.
|
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1)(2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
(3)
|
||||||
Non–Control / Non–Affiliate Investments:
|
|
|
|
|
|
|
||||||||||
Agilex Flavors & Fragrances, Inc. (3%)*
140 Centennial Ave.
Piscataway, NJ 08854
|
|
Custom Fragrance Producer
|
|
Subordinated Note (12% Cash, 1.5% PIK, Due 06/19)
|
|
$
|
12,794,010
|
|
|
$
|
12,585,954
|
|
|
$
|
12,585,954
|
|
Common Units (1,250 units)
|
|
|
|
1,250,000
|
|
|
1,961,000
|
|
||||||||
|
|
|
12,794,010
|
|
|
13,835,954
|
|
|
14,546,954
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
AGM Automotive, LLC (6%)*
1708 Northwood Drive
Troy, MI 48084
|
|
Auto Industry Interior Components Supplier
|
|
Subordinated Note (10% Cash, 3% PIK, Due 07/19)
|
|
25,195,122
|
|
|
24,711,960
|
|
|
24,711,960
|
|
|||
|
Class A Units (1,500 units)
|
|
|
|
1,500,000
|
|
|
1,500,000
|
|
|||||||
|
|
|
25,195,122
|
|
|
26,211,960
|
|
|
26,211,960
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Applied-Cleveland Holdings, Inc. (6%)*
2753 State Highway 322
Longview, TX 75603
|
|
Oil and Gas Pipeline Infrastructure Inspection Services
|
|
Subordinated Note (10% Cash, 2% PIK, Due 06/19)
|
|
23,000,000
|
|
|
22,649,249
|
|
|
22,649,249
|
|
|||
|
Class A Preferred Units (2,129,032 units)
|
|
|
|
2,129,032
|
|
|
2,129,032
|
|
|||||||
|
|
|
23,000,000
|
|
|
24,778,281
|
|
|
24,778,281
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Assurance Operations Corporation (0%)*
9341 Highway 43
Killen, AL 35645 |
|
Metal Fabrication
|
|
Common Stock (517 shares)
|
|
|
|
516,867
|
|
|
1,327,000
|
|
||||
|
|
|
|
|
516,867
|
|
|
1,327,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Audio and Video Labs Holdings, Inc. (3%)*
7905 North Route 130
Pennsauken, NJ 08110 |
|
Manufacturer and Distributor for Independent Artists and Authors
|
|
Subordinated Note (12% Cash, 2% PIK, Due 06/18)
|
|
13,403,010
|
|
|
13,198,084
|
|
|
13,198,084
|
|
|||
Common Stock (138 shares)
|
|
|
|
1,300,000
|
|
|
1,624,000
|
|
||||||||
|
|
|
13,403,010
|
|
|
14,498,084
|
|
|
14,822,084
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
BFN Operations LLC (4%)*
8700 Freeport Pkwy Suite 100
Irving, TX 75063
|
|
Wholesale Grower and Distributor of Container Grown Shrubs, Trees and Plants
|
|
Subordinated Note (13% Cash, 4% PIK, Due 11/17)
|
|
17,905,495
|
|
|
17,590,096
|
|
|
17,590,096
|
|
|||
|
|
|
17,905,495
|
|
|
17,590,096
|
|
|
17,590,096
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Botanical Laboratories, Inc. (0%)*
1441 West Smith Road
Ferndale, WA 98248 |
|
Nutritional Supplement Manufacturing and Distribution
|
|
Common Stock Warrants (998,680 shares)
|
|
|
|
237,301
|
|
|
240,000
|
|
||||
|
|
|
|
|
237,301
|
|
|
240,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Cafe Enterprises, Inc. (3%)*
4324 Wade Hampton Blvd., Suite B
Taylors, SC 29687
|
|
Restaurant
|
|
Subordinated Note (12% Cash, 2% PIK, Due 09/19)
|
|
12,067,469
|
|
|
11,835,328
|
|
|
11,835,328
|
|
|||
|
|
Series C Preferred Stock (10,000 shares)
|
|
|
|
1,000,000
|
|
|
1,000,000
|
|
||||||
|
|
|
|
12,067,469
|
|
|
12,835,328
|
|
|
12,835,328
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital Contractors, Inc. (2%)*
88 Duryea Rd.
Melville, NY 11747 |
|
Janitorial and Facilities Maintenance Services
|
|
Subordinated Notes (12% Cash, 2% PIK, Due 12/15)
|
|
9,662,189
|
|
|
9,417,496
|
|
|
9,417,496
|
|
|||
Common Stock Warrants (20 shares)
|
|
|
|
492,000
|
|
|
200,000
|
|
||||||||
|
|
9,662,189
|
|
|
9,909,496
|
|
|
9,617,496
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Carolina Beverage Group, LLC (0%)*
110 Barley Park Lane
Mooresville, NC 28115 |
|
Beverage Manufacturing
and Packaging |
|
Class B Units (11,974 units)
|
|
|
|
119,735
|
|
|
1,547,000
|
|
||||
|
|
|
|
|
119,735
|
|
|
1,547,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Chromaflo Technologies Parent LP (3%)*
2600 Michigan Ave.
Ashtabula, Ohio 44004 |
|
Colorant Manufacturer and Distributor
|
|
Second Lien Term Loan (8.3% Cash, Due 06/20)
|
|
10,000,000
|
|
|
9,952,976
|
|
|
9,952,976
|
|
|||
Class A Units (22,561 units)
|
|
|
|
—
|
|
|
2,245,000
|
|
||||||||
|
|
|
10,000,000
|
|
|
9,952,976
|
|
|
12,197,976
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Comverge, Inc. (4%)*
5390 Triangle Parkway, Suite 300
Norcross, GA 30092
|
|
Provider of Intelligent Energy Management Solutions
|
|
Senior Note (12% Cash, Due 05/18)
|
|
15,505,583
|
|
|
15,276,415
|
|
|
15,276,415
|
|
|||
Preferred Stock (900 shares)
|
|
|
|
900,000
|
|
|
987,000
|
|
||||||||
Common Stock (1,000,000 shares)
|
|
|
|
100,000
|
|
|
—
|
|
||||||||
|
|
|
15,505,583
|
|
|
16,276,415
|
|
|
16,263,415
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Continental Anesthesia Management, LLC (2%)*
1770 1st St., Suite 703
Highland Park, IL 60035 |
|
Physicians Management
Services |
|
Subordinated Note (8% Cash, 6% PIK Due 09/14)
|
|
9,978,738
|
|
|
9,936,501
|
|
|
9,936,501
|
|
|||
Warrant (263 shares)
|
|
|
|
276,100
|
|
|
164,000
|
|
||||||||
|
|
9,978,738
|
|
|
10,212,601
|
|
|
10,100,501
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
CRS Reprocessing, LLC (6%)*
13551 Triton Park Blvd.
Louisville, KY 40223 |
|
Fluid
Reprocessing Services |
|
Subordinated Note (12% Cash, 2% PIK, Due 11/15)
|
|
12,130,464
|
|
|
12,066,015
|
|
|
12,066,015
|
|
|||
Subordinated Note (12% Cash, 2% PIK, Due 11/15)
|
|
13,377,627
|
|
|
12,705,812
|
|
|
12,705,812
|
|
|||||||
Series C Preferred Units (30 units)
|
|
|
|
288,342
|
|
|
395,000
|
|
||||||||
Common Unit Warrant (664 units)
|
|
|
|
1,759,556
|
|
|
1,064,000
|
|
||||||||
Series D Preferred Units (16 units)
|
|
|
|
107,074
|
|
|
147,000
|
|
||||||||
|
Series E Preferred Units (5 units)
|
|
|
|
31,651
|
|
|
47,000
|
|
|||||||
|
|
|
25,508,091
|
|
|
26,958,450
|
|
|
26,424,827
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1)(2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
(3)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Danville Materials, LLC (2%)*
3420 Fostoria Way, Suite A-200
San Ramon, CA 94583
|
|
Manufacturer of Dental Products
|
|
Senior Note (10% Cash, Due 12/18)
|
|
$
|
8,000,000
|
|
|
$
|
7,853,531
|
|
|
$
|
7,853,531
|
|
|
Common Units (45,492 units)
|
|
|
|
500,000
|
|
|
500,000
|
|
|||||||
|
|
|
8,000,000
|
|
|
8,353,531
|
|
|
8,353,531
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
DataSource Incorporated (1%)*
1400 Universal Ave.
Kansas City, Missouri 64120 |
|
Print Supply Chain Management Services
|
|
Subordinated Note (12% Cash, 2% PIK, Due 01/18)
|
|
4,815,683
|
|
|
4,695,187
|
|
|
4,695,187
|
|
|||
|
Common Units (47 units)
|
|
|
|
1,000,000
|
|
|
910,000
|
|
|||||||
|
|
|
4,815,683
|
|
|
5,695,187
|
|
|
5,605,187
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
DCWV Acquisition Corporation (1%)*
751 South 170 East
Provo, Utah 84606 |
|
Arts & Crafts and Home Decor Products Designer and Supplier
|
|
Subordinated Note (12% Cash, 3% PIK, Due 09/17)
(5)
|
|
6,336,170
|
|
|
6,155,655
|
|
|
4,279,000
|
|
|||
|
|
|
6,336,170
|
|
|
6,155,655
|
|
|
4,279,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
DialogueDirect, Inc. (5%)*
13700 Oakland Avenue
Highland Park, MI 48203
|
|
Business Process Outsourcing Provider
|
|
Subordinated Note (12% Cash, 2.5% PIK, Due 06/18)
|
|
23,811,621
|
|
|
23,468,952
|
|
|
23,468,952
|
|
|||
|
|
|
|
23,811,621
|
|
|
23,468,952
|
|
|
23,468,952
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
DLR Restaurants, LLC (0%)*
611 Commerce St. Suite 2911
Nashville, TN 37203 |
|
Restaurant
|
|
Royalty Rights
|
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Dyno Acquiror, Inc. (2%)*
260 Franklin Street, Suite 1860
Boston, MA 02110
|
|
Sewing Products and Seasonal Decorative Products Supplier
|
|
Subordinated Note (12% Cash, 2% PIK, Due 11/18)
|
|
7,164,322
|
|
|
7,044,747
|
|
|
7,044,747
|
|
|||
|
|
Preferred series A Units (600,000 units)
|
|
|
|
600,000
|
|
|
237,000
|
|
||||||
|
|
|
|
7,164,322
|
|
|
7,644,747
|
|
|
7,281,747
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Eckler's Holdings, Inc. (2%)*
5200 S. Washington Ave.
Titusville, FL 32780 |
|
Restoration Parts and Accessories for Classic Cars and Trucks
|
|
Subordinated Note (11% Cash, 4% PIK, Due 07/18)
|
|
7,229,005
|
|
|
7,103,044
|
|
|
7,103,044
|
|
|||
|
Common Stock (18,029 shares)
|
|
|
|
183,562
|
|
|
—
|
|
|||||||
|
Preferred Stock A (1,596 shares)
|
|
|
|
1,596,126
|
|
|
1,449,000
|
|
|||||||
|
|
|
7,229,005
|
|
|
8,882,732
|
|
|
8,552,044
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Electronic Systems Protection, Inc. (0%)*
517 North Industrial Drive
Zebulon, NC 27577 |
|
Power Protection Systems Manufacturing
|
|
Common Stock (570 shares)
|
|
|
|
285,000
|
|
|
333,000
|
|
||||
|
|
|
|
|
285,000
|
|
|
333,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Flowchem Ltd. (2%)*
43253 Old Houston Highway
Waller, TX 77484
|
|
Provider of Support Services to Crude Oil Pipeline Operators
|
|
Subordinated Note (11% Cash, 2% PIK, Due 06/19)
|
|
7,838,205
|
|
|
7,693,791
|
|
|
7,693,791
|
|
|||
|
Common Units (1,000,000 units)
|
|
|
|
1,000,000
|
|
|
938,000
|
|
|||||||
|
|
|
7,838,205
|
|
|
8,693,791
|
|
|
8,631,791
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
FrontStream Payments, Inc. (3%)*
1950 Roland Clarke Place
Reston, VA 20191
|
|
Payment and Donation Management Product Service Provider
|
|
Senior Note (8% Cash, 6% PIK, Due 08/18)
|
|
11,338,074
|
|
|
11,145,268
|
|
|
11,145,268
|
|
|||
|
|
|
|
11,338,074
|
|
|
11,145,268
|
|
|
11,145,268
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Frontstreet Facility Solutions, Inc. (2%)*
608-1 Johnson Ave.
Bohemia, NY 11716 |
|
Retail, Restaurant and Commercial Facilities Maintenance
|
|
Subordinated Note (10% Cash, 3% PIK, Due 07/18)
|
|
8,462,629
|
|
|
8,356,936
|
|
|
7,108,000
|
|
|||
|
|
Convertible Preferred Units (2,500 units)
|
|
|
|
250,000
|
|
|
—
|
|
||||||
|
|
|
|
8,462,629
|
|
|
8,606,936
|
|
|
7,108,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Frozen Specialties, Inc. (2%)*
1465 Timberwolf Dr.
Holland, OH 43258 |
|
Frozen Foods Manufacturer
|
|
Subordinated Note (10% Cash, 4% PIK, Due 05/17)
(5)
|
|
11,673,192
|
|
|
11,673,192
|
|
|
9,456,000
|
|
|||
|
|
11,673,192
|
|
|
11,673,192
|
|
|
9,456,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Garden Fresh Restaurant Holding, LLC (0%)*
15822 Bernardo Center Drive
San Diego, CA 92127 |
|
Restaurant
|
|
Class A Units (5,000 units)
|
|
|
|
500,000
|
|
|
136,000
|
|
||||
|
|
|
|
500,000
|
|
|
136,000
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Grindmaster-Cecilware Corp. (2%)*
43-05 20th Ave
Long Island City, NY 11105 |
|
Food Services Equipment Manufacturer
|
|
Subordinated Note (12% Cash, 6% PIK, Due 04/16)
|
|
7,301,546
|
|
|
7,281,547
|
|
|
7,281,547
|
|
|||
|
|
7,301,546
|
|
|
7,281,547
|
|
|
7,281,547
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Hatch Chile Co., LLC (2%)*
2003 S. Commercial Dr.
Brunswick, GA 31525 |
|
Food Products Distributor
|
|
Subordinated Note (19% Cash, Due 11/18)
|
|
3,031,875
|
|
|
3,000,357
|
|
|
3,000,357
|
|
|||
Subordinated Note (14% Cash, Due 11/18)
|
|
3,320,625
|
|
|
3,091,762
|
|
|
3,091,762
|
|
|||||||
Unit Purchase Warrant (7,817 units)
|
|
|
|
295,800
|
|
|
649,000
|
|
||||||||
|
|
6,352,500
|
|
|
6,387,919
|
|
|
6,741,119
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Hickman's Egg Ranch, Inc. (3%)*
6515 S. Jackrabbit Trail
Buckeye, AZ 85326
|
|
Egg Producer
|
|
Subordinated Note (12% Cash, 1% PIK, Due 06/19)
|
|
15,004,583
|
|
|
14,704,583
|
|
|
14,704,583
|
|
|||
|
|
15,004,583
|
|
|
14,704,583
|
|
|
14,704,583
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
HKW Capital Partners (0%)*
(4)
8888 Keystone Crossing, Suite 600
Indianapolis, IN 46240
|
|
Multi-Sector Holdings
|
|
Limited Partnership Interest
|
|
|
|
599,225
|
|
|
599,225
|
|
||||
|
|
|
|
|
|
599,225
|
|
|
599,225
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Infrastructure Corporation of America, Inc. (3%)*
5110 Maryland Way, Suite 280
Brentwood, TN 37207 |
|
Roadway Maintenance, Repair and Engineering Services
|
|
Subordinated Note (12% Cash, 2% PIK, Due 09/18)
|
|
$
|
11,305,509
|
|
|
$
|
9,941,421
|
|
|
$
|
9,941,421
|
|
Common Stock Purchase Warrant (487,877 shares)
|
|
|
|
2,411,000
|
|
|
2,390,000
|
|
||||||||
|
|
11,305,509
|
|
|
12,352,421
|
|
|
12,331,421
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1)(2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
(3)
|
||||||
Inland Pipe Rehabilitation Holding Company LLC (2%)*
350 N. Old Woodward, Ste. 100
Birmingham, MI 48009 |
|
Cleaning and Repair Services
|
|
Subordinated Note (13% Cash, 2.5% PIK, Due 12/16)
|
|
8,495,817
|
|
|
8,333,272
|
|
|
8,333,272
|
|
|||
Membership Interest Purchase Warrant (3.0%)
|
|
|
|
853,500
|
|
|
835,000
|
|
||||||||
|
|
8,495,817
|
|
|
9,186,772
|
|
|
9,168,272
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
IOS Acquisitions, Inc. (5%)*
2809 Hwy 89
Youngsville, LA 70592 |
|
Provider of Oil Country Tubular Goods Inspections and Repair Services
|
|
Subordinated Note (12% Cash, 3.5% PIK, Due 06/18)
|
|
19,860,456
|
|
|
19,555,765
|
|
|
19,555,765
|
|
|||
Common Units (7,314 Class A Units)
|
|
|
|
1,699,847
|
|
|
1,438,000
|
|
||||||||
|
|
19,860,456
|
|
|
21,255,612
|
|
|
20,993,765
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Justrite Manufacturing Company, LLC (3%)*
2454 E. Dempster St., Suite 300
Des Plaines, IL 60016
|
|
Storage Product Developer and Supplier for Hazardous Materials
|
|
Subordinated Note (10% Cash, 2% PIK, Due 07/19)
|
|
14,627,550
|
|
|
14,425,310
|
|
|
14,425,310
|
|
|||
|
|
Class A Common Units (1,268 units)
|
|
|
|
118,110
|
|
|
118,110
|
|
||||||
|
|
Class A Preferred Units (132 units)
|
|
|
|
131,890
|
|
|
131,890
|
|
||||||
|
|
|
|
14,627,550
|
|
|
14,675,310
|
|
|
14,675,310
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Library Systems & Services, LLC (0%)*
12850 Middlebrook Road
Germantown, MD 20874 |
|
Municipal Business Services
|
|
Common Unit Warrants (112 units)
|
|
|
|
58,995
|
|
|
2,205,000
|
|
||||
|
|
|
|
|
58,995
|
|
|
2,205,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Magpul Industries Corp. (2%)*
400 Young Ct., Unit 1
Erie, CO 80516 |
|
Firearm Accessories Manufacturer and Distributor
|
|
Preferred Units (1,470 units)
|
|
|
|
1,470,000
|
|
|
2,146,000
|
|
||||
|
Common Units (30,000 units)
|
|
|
|
30,000
|
|
|
6,457,000
|
|
|||||||
|
|
|
|
|
1,500,000
|
|
|
8,603,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Media Storm, LLC (2%)*
99 Washington St.
S. Norwalk, CT 06854 |
|
Marketing Services
|
|
Subordinated Note (10% Cash, Due 08/19)
|
|
8,000,000
|
|
|
7,920,035
|
|
|
7,920,035
|
|
|||
Membership Units (1,216,204 units)
|
|
|
|
1,176,957
|
|
|
1,773,000
|
|
||||||||
|
|
8,000,000
|
|
|
9,096,992
|
|
|
9,693,035
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Micross Solutions LLC (3%)*
7725 N. Orange Blossom Trail
Orlando, FL 32810 |
|
Provider of Semiconductor Products and Services
|
|
Subordinated Note (12% Cash, 2% PIK, Due 06/18)
|
|
10,941,962
|
|
|
10,816,642
|
|
|
10,816,642
|
|
|||
Class A-2 Common Units (1,580,559 units)
|
|
|
|
1,580,599
|
|
|
1,563,000
|
|
||||||||
|
|
10,941,962
|
|
|
12,397,241
|
|
|
12,379,642
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Minco Technology Labs, LLC (1%)*
1805 Rutherford Lane
Austin, TX 78754 |
|
Semiconductor Distribution
|
|
Subordinated Note (6.5% Cash, 3.5% PIK, Due 12/16)
(6)
|
|
6,030,557
|
|
|
5,484,627
|
|
|
3,000,000
|
|
|||
Class A Units (5,000 HoldCo. units)
|
|
|
|
500,000
|
|
|
—
|
|
||||||||
Class A Units (3,907 OpCo. units)
|
|
|
|
3,907
|
|
|
—
|
|
||||||||
|
|
6,030,557
|
|
|
5,988,534
|
|
|
3,000,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
My Alarm Center, LLC (0%)*
1400 North Providence Rd., Suite 3055
Media, PA 19063 |
|
Security Company
|
|
Preferred Units (2,000,000 units)
|
|
|
|
2,000,000
|
|
|
1,947,000
|
|
||||
|
|
|
|
|
|
2,000,000
|
|
|
1,947,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Novolyte Technologies, Inc. (0%)*
111 West Irene Road
Zachory, LA 70791 |
|
Specialty Manufacturing
|
|
Common Units (24,522 units)
|
|
|
|
43,905
|
|
|
41,000
|
|
||||
|
|
|
|
|
43,905
|
|
|
41,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
On Event Services, LLC (2%)*
6550 McDonough Drive
Norcross, GA 30093
|
|
Equipment Rentals to Conference Venues and Live Events
|
|
Subordinated Note (10% Cash, 2% PIK, Due 01/19)
|
|
9,845,484
|
|
|
9,665,943
|
|
|
9,665,943
|
|
|||
|
|
|
9,845,484
|
|
|
9,665,943
|
|
|
9,665,943
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
PCX Aerostructures, LLC (5%)*
300 Fenn Road
Newington, CT 06111
|
|
Aerospace Component Manufacturer
|
|
Subordinated Note (11% Cash, 3% PIK, Due 04/19)
|
|
19,130,125
|
|
|
18,763,736
|
|
|
18,763,736
|
|
|||
|
Series A Preferred Stock (3,980 shares)
|
|
|
|
3,980,000
|
|
|
3,980,000
|
|
|||||||
|
Class A Common Stock (80,000 shares)
|
|
|
|
20,000
|
|
|
20,000
|
|
|||||||
|
|
|
19,130,125
|
|
|
22,763,736
|
|
|
22,763,736
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Performance Health & Wellness Holdings, Inc. (2%)*
1245 Home Avenue
Akron, OH 44310 |
|
Designer and Manufacturer of Rehabilitation and Wellness Products
|
|
Subordinated Note (12% Cash, 1% PIK, Due 04/19)
|
|
6,701,556
|
|
|
6,545,314
|
|
|
6,614,000
|
|
|||
|
Class A Limited Partnership Units (15,000 units)
|
|
|
|
1,500,000
|
|
|
1,733,000
|
|
|||||||
|
|
|
6,701,556
|
|
|
8,045,314
|
|
|
8,347,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
PetroLiance, LLC (3%)*
1009 Schieffelin Road
Apex, NC 27502
|
|
Lubricant, Fuel and Ancillary Products Distributor
|
|
Subordinated Note (12% Cash, 0.5% PIK, Due 08/19)
|
|
12,030,196
|
|
|
11,806,150
|
|
|
11,806,150
|
|
|||
|
Class A Units (1,142,857 Units)
|
|
|
|
1,200,000
|
|
|
2,117,000
|
|
|||||||
|
|
|
12,030,196
|
|
|
13,006,150
|
|
|
13,923,150
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
PowerDirect Marketing, LLC (1%)*
4700 Von Karman Ave., Suite 100
Newport Beach, CA 92660 |
|
Marketing Services
|
|
Subordinated Note (13% Cash, 2% PIK, Due 12/16)
|
|
$
|
6,982,947
|
|
|
$
|
6,613,149
|
|
|
$
|
5,990,000
|
|
Common Unit Purchase Warrants
|
|
|
|
590,200
|
|
|
—
|
|
||||||||
|
|
6,982,947
|
|
|
7,203,349
|
|
|
5,990,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Sheplers, Inc. (3%)*
2811 Internet Blvd., Suite 400
Frisco, TX 75034 |
|
Western Apparel Retailer
|
|
Subordinated Note (13.2% Cash, Due 12/16)
|
|
8,750,000
|
|
|
8,623,153
|
|
|
8,623,153
|
|
|||
Subordinated Note (10% Cash, 7% PIK, Due 12/17)
|
|
4,467,763
|
|
|
4,425,657
|
|
|
4,425,657
|
|
|||||||
|
|
|
13,217,763
|
|
|
13,048,810
|
|
|
13,048,810
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1)(2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
(3)
|
||||||
Snacks Holding Corporation (3%)*
1 Market Plaza, 24th Floor
San Francisco, CA 94105 |
|
Trail Mixes and Nut Manufacturer and Marketer
|
|
Subordinated Note (12% Cash, 1% PIK, Due 05/20)
|
|
5,056,219
|
|
|
5,022,373
|
|
|
5,056,219
|
|
|||
Preferred A Units (22,368 units)
|
|
|
|
1,053,897
|
|
|
3,189,000
|
|
||||||||
Preferred B Units (10,380 units)
|
|
|
|
25,337
|
|
|
744,000
|
|
||||||||
Common Units (190,935 units)
|
|
|
|
150,000
|
|
|
5,451,000
|
|
||||||||
Common Stock Warrants (14,558 shares)
|
|
|
|
14,558
|
|
|
591,000
|
|
||||||||
|
|
|
5,056,219
|
|
|
6,266,165
|
|
|
15,031,219
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
SPC Partners V, LP (0%)*
(4)
100 Spear Street, Suite 1900
San Francisco, CA 94105
|
|
Multi-Sector Holdings
|
|
0.7% Limited Partnership Interest
|
|
|
|
545,801
|
|
|
545,801
|
|
||||
|
|
|
|
|
|
545,801
|
|
|
545,801
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Specialized Desanders, Inc. (3%)*
(4)
#111, 3355 - 114 Ave SE
Calgary, Alberta
T2Z 0K7
|
|
Sand and Particulate Removal Equipment Provider for Oil and Gas Companies
|
|
Subordinated Note (12% Cash, 2% PIK, Due 03/19)
|
|
11,806,363
|
|
|
11,597,404
|
|
|
11,230,663
|
|
|||
Class C Common Stock (2,000,000 shares)
|
|
|
|
1,937,421
|
|
|
2,699,000
|
|
||||||||
|
|
|
11,806,363
|
|
|
13,534,825
|
|
|
13,929,663
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Stella Environmental Services, LLC (0%)*
PO Box 34009
Houston, TX 77234 |
|
Waste Transfer Stations
|
|
Common Stock Purchase Warrants (2,500 shares)
|
|
|
|
20,000
|
|
|
819,000
|
|
||||
|
|
|
|
|
|
20,000
|
|
|
819,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
The Krystal Company (1%)*
1 Union Square
Chattanooga, TN 37402 |
|
Restaurant
|
|
Class A Units of Limited Partnership (2,000 units)
|
|
|
|
—
|
|
|
3,338,000
|
|
||||
|
|
|
|
|
|
—
|
|
|
3,338,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Tomich Brothers, LLC (3%)*
2196 Signal Place
San Pedro, CA 90731 |
|
Squid and Wetfish Processor and Distributor
|
|
Subordinated Note (7.5% Cash, 7.5% PIK, Due 04/16)
|
|
12,934,198
|
|
|
12,788,869
|
|
|
11,459,000
|
|
|||
|
|
|
12,934,198
|
|
|
12,788,869
|
|
|
11,459,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Top Knobs USA, Inc. (0%)*
7701 Forsyth Blvd., Suite 600
St. Louis, MO 63105 |
|
Hardware Designer and Distributor
|
|
Common Stock (26,593 shares)
|
|
|
|
402,828
|
|
|
1,557,828
|
|
||||
|
|
|
|
|
402,828
|
|
|
1,557,828
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Trinity Consultants Holdings, Inc. (2%)*
12770 Merit Drive, Suite 900
Dallas, TX 75251 |
|
Air Quality Consulting Services
|
|
Subordinated Note (12% Cash, 2% PIK, Due 04/19)
|
|
8,411,155
|
|
|
8,303,253
|
|
|
8,303,253
|
|
|||
Series A Preferred Stock (10,000 units)
|
|
|
|
785,775
|
|
|
1,033,000
|
|
||||||||
Common Stock (50,000 units)
|
|
|
|
50,000
|
|
|
764,000
|
|
||||||||
|
|
|
8,411,155
|
|
|
9,139,028
|
|
|
10,100,253
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
TrustHouse Services Group, Inc. (0%)*
21 Armory Drive
Wheeling, WV 26003 |
|
Food Management Services
|
|
Class A Units (1,557 units)
|
|
|
|
69,302
|
|
|
195,881
|
|
||||
|
Class B Units (82 units)
|
|
|
|
3,647
|
|
|
7,089
|
|
|||||||
|
Class E Units (838 units)
|
|
|
|
101,532
|
|
|
112,555
|
|
|||||||
|
|
|
|
|
|
174,481
|
|
|
315,525
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
United Biologics, LLC (3%)*
100 NE Loop 410, Suite 200
San Antonio, TX 78216 |
|
Allergy Immunotherapy
|
|
Subordinated Note (12% Cash, 2% PIK, Due 03/17)
|
|
12,740,037
|
|
|
12,047,932
|
|
|
12,047,932
|
|
|||
|
Class A Common Stock (177,935 shares)
|
|
|
|
1,999,989
|
|
|
1,760,000
|
|
|||||||
|
Class A-1 Common Stock (18,818 shares)
|
|
|
|
137,324
|
|
|
137,000
|
|
|||||||
|
Class A-1 Common Kicker Stock (14,114 shares)
|
|
|
|
—
|
|
|
—
|
|
|||||||
|
Class A & Class B Unit Purchase Warrants
|
|
|
|
838,117
|
|
|
360,000
|
|
|||||||
|
|
|
|
12,740,037
|
|
|
15,023,362
|
|
|
14,304,932
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
United Retirement Plan Consultants, Inc. (0%)*
485 Metro Place South, Suite 275
Dublin, OH 43017 |
|
Retirement Plan Administrator
|
|
Preferred A Units (90,000 units)
|
|
|
|
900,000
|
|
|
978,000
|
|
||||
Common Units (10,000 units)
|
|
|
|
100,000
|
|
|
60,000
|
|
||||||||
|
|
|
|
|
|
1,000,000
|
|
|
1,038,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Water Pik, Inc. (2%)*
1730 East Prospect Rd.
Fort Collins, CO 80553
|
|
Branded Oral Health and Replacement Shower Head Supplier
|
|
Second Lien Term Loan (9.8% Cash, Due 01/21)
|
|
$
|
10,000,000
|
|
|
$
|
9,681,894
|
|
|
$
|
9,681,894
|
|
|
|
|
|
10,000,000
|
|
|
9,681,894
|
|
|
9,681,894
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Wheel Pros Holdings, Inc. (3%)*
5347 S. Valentia Way, #200
Greenwood Village, CO 80111
|
|
Wheel/Rim and Performance Tire Distributor
|
|
Second Lien Term Loan (11% Cash, Due 06/20)
|
|
9,500,000
|
|
|
9,286,250
|
|
|
9,286,250
|
|
|||
|
|
Class A Units (2,000 units)
|
|
|
|
2,000,000
|
|
|
2,000,000
|
|
||||||
|
|
|
|
9,500,000
|
|
|
11,286,250
|
|
|
11,286,250
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Workforce Software, LLC (0%)*
38705 Seven Mile Road, Suite 300
Livonia, MI 48152 |
|
Software Provider
|
|
Member Units
|
|
|
|
291,831
|
|
|
508,247
|
|
||||
|
|
|
|
|
|
|
291,831
|
|
|
508,247
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
WSO Holdings, LP (4%)*
8016 Highway 90-A
Sugar Land, TX 77478 |
|
Organic/Fair Trade Sugar, Syrup, Nectar and Honey Producer
|
|
Subordinated Note (12% Cash, 2% PIK, Due 10/17)
|
|
14,892,142
|
|
|
14,691,947
|
|
|
14,691,947
|
|
|||
Common Points (3,000 points)
|
|
|
|
3,000,000
|
|
|
2,398,000
|
|
||||||||
|
|
14,892,142
|
|
|
17,691,947
|
|
|
17,089,947
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1)(2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
(3)
|
||||||
QC Holdings, Inc. (0%)*
1205 Industrial Blvd.
Southampton, PA 18966 |
|
Lab Testing Services
|
|
Common Stock (5,594 shares)
|
|
|
|
563,602
|
|
|
402,000
|
|
||||
|
|
|
|
|
563,602
|
|
|
402,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Technology Crops International (2%)*
7996 North Point Blvd.
Winston-Salem, NC 27106 |
|
Supply Chain Management Services
|
|
Subordinated Note (12% Cash, 5% PIK, Due 03/15)
|
|
10,427,723
|
|
|
10,349,095
|
|
|
10,349,095
|
|
|||
Common Units (50 units)
|
|
|
|
500,000
|
|
|
225,000
|
|
||||||||
|
|
|
10,427,723
|
|
|
10,849,095
|
|
|
10,574,095
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Venture Technology Groups, Inc. (0%)*
23800 Industrial Park Drive
Farmington Hills, MI 48335 |
|
Fluid and Gas Handling Products Distributor
|
|
Subordinated Note (12.5% Cash, 4% PIK, Due 09/16)
(6)
|
|
7,642,559
|
|
|
5,703,715
|
|
|
269,000
|
|
|||
Class A Units (1,000,000 units)
|
|
|
|
1,000,000
|
|
|
—
|
|
||||||||
|
|
7,642,559
|
|
|
6,703,715
|
|
|
269,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Waste Recyclers Holdings, LLC (0%)*
261 Highway 20 East, Suites A, B & D
Freeport, FL 32439
|
|
Environmental and Facilities Services
|
|
Class A Preferred Units (280 units)
|
|
|
|
2,251,100
|
|
|
—
|
|
||||
Class B Preferred Units (11,484,867 units)
|
|
|
|
3,304,218
|
|
|
1,352,000
|
|
||||||||
Common Unit Purchase Warrant (1,170,083 units)
|
|
|
|
748,900
|
|
|
—
|
|
||||||||
Common Units (153,219 units)
|
|
|
|
180,783
|
|
|
—
|
|
||||||||
|
|
|
|
|
6,485,001
|
|
|
1,352,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Wythe Will Tzetzo, LLC (2%)*
3612 LaGrange Parkway
Toano, VA 23168 |
|
Confectionery Goods Distributor
|
|
Series A Preferred Units (99,829 units)
|
|
|
|
—
|
|
|
8,195,000
|
|
||||
|
|
|
|
|
|
—
|
|
|
8,195,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Subtotal Affiliate Investments
|
|
|
|
86,358,002
|
|
|
109,139,313
|
|
|
110,910,292
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Control Investments:
|
|
|
|
|
|
|
|
|
|
|
||||||
Buckingham SRC, Inc. (0%)*
950 3rd Ave., 19th Floor
New York, NY 10022 |
|
Specialty Chemical Manufacturer
|
|
Subordinated Note (10.8% Cash, 0.25% PIK, Due 12/14)
|
|
2,160,348
|
|
|
250,000
|
|
|
—
|
|
|||
|
|
Common Stock Purchase Warrants
|
|
|
|
123,800
|
|
|
—
|
|
||||||
|
|
|
|
2,160,348
|
|
|
373,800
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
FCL Graphics, Inc. (“FCL”) and FCL Holding SPV, LLC (“SPV”) (1%)*
4600 North Olcott Avenue
Harwood Heights, IL 60706 |
|
Commercial Printing Services
|
|
Senior Note-FCL (4.7% Cash, Due 09/16)
|
|
1,233,925
|
|
|
1,233,925
|
|
|
1,233,925
|
|
|||
Senior Note-FCL (7.8% Cash, 2% PIK, Due 09/16)
|
|
1,207,441
|
|
|
1,207,439
|
|
|
1,078,000
|
|
|||||||
Senior Note-SPV (1.9% Cash, 5.2% PIK, Due 09/16)
(5)
|
|
1,092,222
|
|
|
1,007,272
|
|
|
193,000
|
|
|||||||
Members Interests-SPV (299,875 units)
|
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
|
3,533,588
|
|
|
3,448,636
|
|
|
2,504,925
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Gerli & Company (0%)*
75 Stark Street
Plains, PA 18705 |
|
Specialty Woven Fabrics Manufacturer
|
|
Subordinated Note (13% Cash, Due 07/15)
(6)
|
|
$
|
468,544
|
|
|
$
|
375,000
|
|
|
$
|
375,000
|
|
Subordinated Note (8.5% Cash, Due 07/15)
(6)
|
|
3,957,712
|
|
|
3,000,000
|
|
|
441,000
|
|
|||||||
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
|
|
|
—
|
|
||||||||
|
|
|
4,426,256
|
|
|
4,491,440
|
|
|
816,000
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
SRC, Inc. (2%)*
3425 Service Road
Cleveland, OH 44111
|
|
Specialty Chemical Manufacturer
|
|
Common Stock (5,000 shares)
|
|
|
|
9,928,000
|
|
|
9,928,000
|
|
||||
|
|
|
|
|
|
9,928,000
|
|
|
9,928,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Subtotal Control Investments
|
|
|
|
10,120,192
|
|
|
18,241,876
|
|
|
13,248,925
|
|
|||||
|
|
|
|
|
|
|
|
|
||||||||
Total Investments, June 30, 2014 (165%)*
|
|
|
|
$
|
656,253,343
|
|
|
$
|
727,589,744
|
|
|
$
|
736,277,153
|
|
(1)
|
All debt investments are income producing, unless otherwise noted. Equity and equity-linked investments are non-income producing, unless otherwise noted.
|
(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. If at any time qualifying assets do not represent at least 70% of the Company's total assets, the Company will be precluded from acquiring any additional non-qualifying asset until such time as it complies with the requirements of Section 55(a).
|
(5)
|
PIK non-accrual investment
|
(6)
|
Non-accrual investment
|
Name
|
|
Age
|
|
Director Since
|
|
Expiration of
Current Term
|
|
W. McComb Dunwoody
|
|
69
|
|
|
January 2007
|
|
2015 Annual Meeting
|
Mark M. Gambill
|
|
63
|
|
|
August 2009
|
|
2015 Annual Meeting
|
Benjamin S. Goldstein
|
|
59
|
|
|
January 2007
|
|
2015 Annual Meeting
|
Simon B. Rich, Jr.
|
|
70
|
|
|
January 2007
|
|
2015 Annual Meeting
|
Sherwood H. Smith, Jr.
|
|
80
|
|
|
January 2007
|
|
2015 Annual Meeting
|
Name
|
|
Age
|
|
Director Since
|
|
Expiration of
Current Term
|
|
Garland S. Tucker, III
|
|
67
|
|
|
October 2006
|
|
2015 Annual Meeting
|
E. Ashton Poole
|
|
47
|
|
|
July 2013
|
|
2015 Annual Meeting
|
Brent P.W. Burgess
|
|
48
|
|
|
October 2006
|
|
2015 Annual Meeting
|
Steven C. Lilly
|
|
45
|
|
|
October 2006
|
|
2015 Annual Meeting
|
Name
|
|
Age
|
|
Position(s) Held with the Company
|
|
Executive
Officer Since
|
||
Garland S. Tucker, III
|
|
67
|
|
|
Chairman of the Board and Chief Executive Officer
|
|
2006
|
|
E. Ashton Poole
|
|
47
|
|
|
President and Chief Operating Officer
|
|
2013
|
|
Brent P.W. Burgess
|
|
48
|
|
|
Director and Chief Investment Officer
|
|
2006
|
|
Steven C. Lilly
|
|
45
|
|
|
Director, Chief Financial Officer, Secretary, and Chief Compliance Officer (since 2007)
|
|
2006
|
|
•
|
review annually and approve goals and objectives relevant to our executive officers’ compensation, including annual performance objectives;
|
•
|
evaluate annually the performance of our chief executive officer and other executive officers, and recommend to the independent members of the Board of Directors the compensation level for each such person based on this evaluation;
|
•
|
review on a periodic basis our executive compensation programs to determine whether they are properly coordinated and achieve their intended purposes;
|
•
|
review and recommend to the Board of Directors for approval any changes in incentive compensation plans and equity-based compensation plans;
|
•
|
review and approve all equity-based compensation plans of Triangle, whether or not final approval rests with the Company’s stockholders, and review and recommend to the Board of Directors for approval, equity-based awards pursuant to such plans in compliance with the 1940 Act;
|
•
|
review and approve compensation packages, including any special supplemental benefits or perquisites for our executive officers; and
|
•
|
review employee compensation strategies, including salary levels and ranges and employee fringe benefits, as well as compensation consultants’ analyses and various industry comparables including both public and private investment funds that operate and invest in a manner similar to the Company.
|
Name
|
|
Year
|
|
Fees Earned
or Paid in
Cash
|
|
Stock Awards(1)
|
|
All Other
Compensation
|
|
Total
|
|||||||
W. McComb Dunwoody
|
|
2013
|
|
$
|
34,250
|
|
|
$
|
50,000
|
|
|
—
|
|
|
$
|
84,250
|
|
Mark M. Gambill
|
|
2013
|
|
$
|
32,250
|
|
|
$
|
50,000
|
|
|
—
|
|
|
$
|
82,250
|
|
Benjamin S. Goldstein
|
|
2013
|
|
$
|
72,000
|
|
|
$
|
50,000
|
|
|
—
|
|
|
$
|
122,000
|
|
Simon B. Rich, Jr.
|
|
2013
|
|
$
|
44,000
|
|
|
$
|
50,000
|
|
|
—
|
|
|
$
|
94,000
|
|
Sherwood H. Smith, Jr.
|
|
2013
|
|
$
|
53,000
|
|
|
$
|
50,000
|
|
|
—
|
|
|
$
|
103,000
|
|
•
|
sourcing and pursuing attractively priced investment opportunities in lower middle market companies;
|
•
|
achievement of the Company’s dividend objectives (which focuses on stability and potential growth);
|
•
|
maintaining credit quality, monitoring financial performance and ultimately managing a successful exit of the Company’s investment portfolio; and
|
•
|
development of management team and employees.
|
•
|
base salary;
|
•
|
annual cash bonus; and
|
•
|
long-term compensation pursuant to the Equity Incentive Plan.
|
•
|
no executive employment agreements;
|
•
|
no executive cash severance benefits;
|
•
|
no guaranteed pension and supplemental retirement benefits;
|
•
|
no executive perquisite allowances; and
|
•
|
no tax gross-up payments.
|
•
|
total and net investment income;
|
•
|
realized and unrealized gains and losses;
|
•
|
overall credit performance of the investment portfolio;
|
•
|
liquidity;
|
•
|
operating efficiency performance;
|
•
|
growth and diversification of the overall investment portfolio;
|
•
|
sustaining and growing dividends and distributions to stockholders; and
|
•
|
return on average stockholders’ equity.
|
•
|
total investment income of $101.0 million, representing an increase of approximately 11.8% from 2012;
|
•
|
net investment income of $61.5 million, representing an increase of approximately 6.7% from 2012;
|
•
|
net investment income per share of $2.23, representing an increase of approximately 3.2% from 2012;
|
•
|
net realized gain on investments of $18.4 million;
|
•
|
operating efficiency ratio of 19.1%; and
|
•
|
dividends and distributions during 2013 of $2.16 per share as compared to $2.02 per share in 2012, a 6.9% increase.
|
Name
|
|
Principal
Position
|
|
Year
|
|
Base
Salary
|
|
Bonus
|
|
Restricted
Stock
Awards(1)
|
|
All Other
Compensation(2)
|
|
Total
|
||||||||||
Garland S. Tucker, III
|
|
CEO
|
|
2013
|
|
$
|
413,750
|
|
|
$
|
1,025,000
|
|
|
$
|
1,379,258
|
|
|
$
|
382,574
|
|
|
$
|
3,200,582
|
|
|
|
|
|
2012
|
|
$
|
373,750
|
|
|
$
|
1,080,000
|
|
|
$
|
848,214
|
|
|
$
|
295,578
|
|
|
$
|
2,597,542
|
|
|
|
|
|
2011
|
|
$
|
345,625
|
|
|
$
|
622,716
|
|
|
$
|
672,297
|
|
|
$
|
240,549
|
|
|
$
|
1,881,187
|
|
E. Ashton Poole
|
|
COO
|
|
2013
|
|
$
|
178,975
|
|
|
$
|
475,000
|
|
|
$
|
1,499,988
|
|
|
$
|
107,218
|
|
|
$
|
2,261,181
|
|
Brent P.W. Burgess
|
|
CIO(3)
|
|
2013
|
|
$
|
353,750
|
|
|
$
|
800,000
|
|
|
$
|
1,171,057
|
|
|
$
|
315,286
|
|
|
$
|
2,640,093
|
|
|
|
|
|
2012
|
|
$
|
326,875
|
|
|
$
|
895,000
|
|
|
$
|
753,414
|
|
|
$
|
260,962
|
|
|
$
|
2,236,251
|
|
|
|
|
|
2011
|
|
$
|
295,625
|
|
|
$
|
660,201
|
|
|
$
|
581,110
|
|
|
$
|
202,472
|
|
|
$
|
1,739,408
|
|
Steven C. Lilly
|
|
CFO
|
|
2013
|
|
$
|
305,000
|
|
|
$
|
750,000
|
|
|
$
|
975,895
|
|
|
$
|
262,886
|
|
|
$
|
2,293,781
|
|
|
|
|
|
2012
|
|
$
|
285,000
|
|
|
$
|
770,000
|
|
|
$
|
568,800
|
|
|
$
|
206,557
|
|
|
$
|
1,830,357
|
|
|
|
|
|
2011
|
|
$
|
265,000
|
|
|
$
|
406,502
|
|
|
$
|
467,197
|
|
|
$
|
174,036
|
|
|
$
|
1,312,735
|
|
(1)
|
The amounts listed in this column reflect the grant date fair value of the restricted stock granted in 2013, in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are set forth in Note 5 — “Equity Compensation Plans” to our consolidated audited financial statements for the fiscal year ended December 31, 2013 which are included in our Annual Report on Form 10-K which was filed with the SEC on February 26, 2014. These amounts do not represent the actual value that may be realized by the NEOs.
|
Name
|
Year
|
Company
401(k) Contributions
|
Company Deferred Compensation Plan Contributions
|
Deferred Compensation Plan Earnings
|
Dividends on Restricted Stock
|
Company Paid Life Insurance Premiums
|
Total All Other Compensation
|
||||||||||||
Garland S. Tucker, III
|
2013
|
$
|
33,500
|
|
$
|
75,000
|
|
$
|
37,627
|
|
$
|
229,170
|
|
$
|
7,277
|
|
$
|
382,574
|
|
|
2012
|
$
|
33,000
|
|
$
|
61,491
|
|
$
|
5,308
|
|
$
|
188,502
|
|
$
|
7,277
|
|
$
|
295,578
|
|
|
2011
|
$
|
32,500
|
|
$
|
63,921
|
|
$
|
—
|
|
$
|
136,851
|
|
$
|
7,277
|
|
$
|
240,549
|
|
E. Ashton Poole
|
2013
|
$
|
30,751
|
|
$
|
20,000
|
|
$
|
—
|
|
$
|
55,102
|
|
$
|
1,365
|
|
$
|
107,218
|
|
Brent P.W. Burgess
|
2013
|
$
|
33,500
|
|
$
|
50,000
|
|
$
|
32,398
|
|
$
|
198,223
|
|
$
|
1,165
|
|
$
|
315,286
|
|
|
2012
|
$
|
33,000
|
|
$
|
58,116
|
|
$
|
4,269
|
|
$
|
164,412
|
|
$
|
1,165
|
|
$
|
260,962
|
|
|
2011
|
$
|
32,500
|
|
$
|
51,402
|
|
$
|
—
|
|
$
|
117,405
|
|
$
|
1,165
|
|
$
|
202,472
|
|
Steven C. Lilly
|
2013
|
$
|
33,500
|
|
$
|
45,000
|
|
$
|
24,956
|
|
$
|
158,492
|
|
$
|
938
|
|
$
|
262,886
|
|
|
2012
|
$
|
33,000
|
|
$
|
39,893
|
|
$
|
3,573
|
|
$
|
129,153
|
|
$
|
938
|
|
$
|
206,557
|
|
|
2011
|
$
|
32,500
|
|
$
|
43,020
|
|
$
|
—
|
|
$
|
97,578
|
|
$
|
938
|
|
$
|
174,036
|
|
(3)
|
"CIO” stands for Chief Investment Officer.
|
Name
|
|
Grant Date
|
|
Stock Awards
Number of
Shares of Stock
|
|
Grant Date
Fair Value
of Stock
|
|||
Garland S. Tucker, III(1)
|
|
February 6, 2013
|
|
48,446
|
|
|
$
|
1,379,258
|
|
E. Ashton Poole(2)
|
|
August 29, 2013
|
|
51,020
|
|
|
$
|
1,499,988
|
|
Brent P.W. Burgess(1)
|
|
February 6, 2013
|
|
41,133
|
|
|
$
|
1,171,057
|
|
Steven C. Lilly(1)
|
|
February 6, 2013
|
|
34,278
|
|
|
$
|
975,895
|
|
(1)
|
Consists of restricted stock which vests over four years from the date of grant. The shares of restricted stock are expected to vest ratably in February of each year, beginning in February of 2014.
|
(2)
|
Consists of restricted stock which vests over five years from the date of grant. The shares of restricted stock are expected to vest ratably in August of each year, beginning in August of 2014.
|
|
|
|
|
|
|||
Name
|
|
Number of
Shares of Stock
That Have Not
Vested
|
|
Market Value of
Shares of Stock
That Have Not
Vested(1)
|
|||
Garland S. Tucker, III
|
|
106,097
|
|
(2)
|
$
|
2,933,582
|
|
E. Ashton Poole
|
|
51,020
|
|
(3)
|
$
|
1,410,703
|
|
Brent P.W. Burgess
|
|
91,770
|
|
(4)
|
$
|
2,537,441
|
|
Steven C. Lilly
|
|
73,376
|
|
(5)
|
$
|
2,028,846
|
|
(1)
|
The values of the unvested common stock listed are based on a $27.65 closing price of our common stock as reported on the NYSE on December 31, 2013.
|
(2)
|
7,708 of the shares listed will vest on February 4, 2014, 16,390 of the shares listed will vest ratably on February 4 of each year until February 4, 2015, 33,553 of the shares will vest ratably on February 4 of each year until February 4, 2016, and 48,446 of the shares will vest ratably on February 4 of each year until February 4, 2017, at which respective times such shares will be fully vested, subject to the executive officer still being employed with us at such vesting dates.
|
(3)
|
Shares will vest ratably on August 29 of each year until August 29, 2018, at which time such shares will be fully vested, subject to the executive officer still being employed with us at such vesting dates.
|
(4)
|
6,667 of the shares listed will vest on February 4, 2014, 14,167 of the shares listed will vest ratably on February 4 of each year until February 4, 2015, 29,803 of the shares will vest ratably on February 4 of each year until February 4, 2016, and 41,133 of the shares will vest ratably on February 4 of each year until February 4, 2017, at which respective times such shares will be fully vested, subject to the executive officer still being employed with us at such vesting dates.
|
(5)
|
5,208 of the shares listed will vest on February 4, 2014, 11,390 of the shares listed will vest ratably on February 4 of each year until February 4, 2015, 22,500 of the shares listed will vest ratably on February 4 of each year until February 4, 2016, and 34,278 of the shares listed will vest ratably on February 4 of each year until February 4, 2017, at which respective times such shares will be fully vested, subject to the executive officer still being employed with us at such vesting dates.
|
Name
|
|
Executive
Contributions
In 2013 ($)(1)
|
|
Registrant
Contributions
In 2013 ($)(2)
|
|
Aggregate
Earnings
In 2013 ($)(3)
|
|
Aggregate
Withdrawals/
Distributions
In 2013 ($)
|
|
Aggregate Balance
at 12/31/2013 ($)(4)
|
||||||||
Garland S. Tucker, III
|
|
—
|
|
|
$
|
61,491
|
|
|
$
|
37,627
|
|
|
—
|
|
|
$
|
168,348
|
|
E. Ashton Poole
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Brent P.W. Burgess
|
|
—
|
|
|
$
|
58,116
|
|
|
$
|
32,398
|
|
|
—
|
|
|
$
|
146,184
|
|
Steven C. Lilly
|
|
—
|
|
|
$
|
39,893
|
|
|
$
|
24,956
|
|
|
—
|
|
|
$
|
111,441
|
|
(1)
|
No executive contributions were made during 2013.
|
(2)
|
Represents amounts earned for 2012 and contributed to the Executive Deferred Compensation Plan in 2013. All of the amounts shown in this column are also reported in the “All Other Compensation” column of the Summary Compensation Table for 2012.
|
(3)
|
Represents earnings on Executive Deferred Compensation Plan balances during 2013. All of the amounts shown in this column are also reported in the “All Other Compensation” column of the Summary Compensation Table for 2013.
|
(4)
|
All amounts were included in amounts reported in the “All Other Compensation” column of the Summary Compensation Table in 2013 or a prior year.
|
•
|
termination upon death or disability (as defined in the Equity Incentive Plan); or
|
•
|
occurrence of a change in control in the Company (as defined in the Equity Incentive Plan).
|
|
|
Termination For Cause
|
|
Termination from Death,
from Disability or
Occurrence of Change in
Control
|
|||||||||
Name
|
|
Number of
Shares
Acquired on
Vesting (#)
|
|
Value
Realized on
Vesting ($)
|
|
Number of
Shares
Acquired on
Vesting (#)
|
|
Value
Realized on
Vesting ($)
|
|||||
Garland S. Tucker, III
|
|
—
|
|
|
—
|
|
|
106,097
|
|
|
$
|
2,933,582
|
|
E. Ashton Poole
|
|
—
|
|
|
—
|
|
|
51,020
|
|
|
$
|
1,410,703
|
|
Brent P.W. Burgess
|
|
—
|
|
|
—
|
|
|
91,770
|
|
|
$
|
2,537,441
|
|
Steven C. Lilly
|
|
—
|
|
|
—
|
|
|
73,376
|
|
|
$
|
2,028,846
|
|
Name of Beneficial Owner
|
|
Number of Shares
Beneficially
Owned(1)
|
|
|
|
Percentage
of Class(2)
|
|
Dollar Range of Equity
Securities Beneficially
Owned(3)(4)
|
||
Executive Officers
|
|
|
|
|
|
|
|
|
||
Garland S. Tucker, III
|
|
266,358
|
|
|
(5)
|
|
*
|
|
|
over $100,000
|
E. Ashton Poole
|
|
71,257
|
|
|
(6)
|
|
*
|
|
|
over $100,000
|
Brent P.W. Burgess
|
|
217,486
|
|
|
(7)
|
|
*
|
|
|
over $100,000
|
Steven C. Lilly
|
|
198,247
|
|
|
(8)
|
|
*
|
|
|
over $100,000
|
Independent Directors
|
|
|
|
|
|
|
|
|
||
W. McComb Dunwoody
|
|
150,675
|
|
|
(9)
|
|
*
|
|
|
over $100,000
|
Mark M. Gambill
|
|
15,699
|
|
|
(10)
|
|
*
|
|
|
over $100,000
|
Benjamin S. Goldstein
|
|
33,702
|
|
|
(11)
|
|
*
|
|
|
over $100,000
|
Simon B. Rich, Jr.
|
|
51,597
|
|
|
(12)
|
|
*
|
|
|
over $100,000
|
Sherwood H. Smith, Jr.
|
|
96,000
|
|
|
(13)
|
|
*
|
|
|
over $100,000
|
All directors and executive officers as a group
|
|
1,101,021
|
|
|
|
|
3.3
|
%
|
|
over $100,000
|
(1)
|
Beneficial ownership has been determined in accordance with Rule 13d-3 of the Exchange Act.
|
(2)
|
Based on a total of 32,906,347 shares issued and outstanding as of September 30, 2014.
|
(3)
|
Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Exchange Act.
|
(4)
|
The dollar range of equity securities beneficially owned is based on a stock price of $25.32 per share as of September 30, 2014.
|
(5)
|
Includes 113,899 shares of unvested restricted stock and 35,987 shares held by Mr. Tucker’s wife.
|
(6)
|
Includes 62,816 shares of unvested restricted stock and 884 shares held by Mr. Poole's wife.
|
(7)
|
Includes 92,803 shares of unvested restricted stock and 124,683 shares that are pledged as security by Mr. Burgess.
|
(8)
|
Includes 79,404 shares of unvested restricted stock.
|
(9)
|
Includes 1,926 shares of unvested restricted stock.
|
(10)
|
Includes 1,926 shares of unvested restricted stock.
|
(11)
|
Includes 1,926 shares of unvested restricted stock.
|
(12)
|
Includes 1,926 shares of unvested restricted stock and 5,250 shares held by Mr. Rich’s wife.
|
(13)
|
Includes 1,926 shares of unvested restricted stock and 36,661 shares held by Mr. Smith’s wife.
|
•
|
The effect that an offering below NAV per share would have on our stockholders, including the potential dilution they would experience as a result of the offering;
|
•
|
The amount per share by which the offering price per share and the net proceeds per share are less than the most recently determined NAV per share;
|
•
|
The relationship of recent market prices of par common stock to NAV per share and the potential impact of the offering on the market price per share of our common stock;
|
•
|
Whether the estimated offering price would closely approximate the market value of our shares;
|
•
|
The potential market impact of being able to raise capital during the current financial market difficulties;
|
•
|
The nature of any new investors anticipated to acquire shares in the offering;
|
•
|
The anticipated rate of return on and quality, type and availability of investments; and
|
•
|
The leverage available to us.
|
•
|
existing stockholders who do not purchase any shares in the offering;
|
•
|
existing stockholders who purchase a relative small amount of shares in the offering or a relatively large amount of shares in the offering;
|
•
|
new investors who become stockholders by purchasing shares in the offering.
|
|
|
Example 1
5% Offering
at 5% Discount
|
|
Example 2
10% Offering
at 10% Discount
|
|
Example 3
20% Offering
at 20% Discount
|
Example 4
25% Offering
at 100% Discount
|
||||||||||||||||||||||
|
Prior to Sale
Below NAV
|
Following
Sale
|
|
%
Change
|
|
Following
Sale
|
|
%
Change
|
|
Following
Sale
|
|
%
Change
|
Following
Sale
|
|
%
Change
|
||||||||||||||
Offering Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Price per Share to Public
|
—
|
|
$
|
10.00
|
|
|
—
|
|
|
$
|
9.47
|
|
|
—
|
|
|
$
|
8.42
|
|
|
—
|
|
$
|
0.01
|
|
|
—
|
|
|
Net Proceeds per Share to Issuer
|
—
|
|
$
|
9.50
|
|
|
—
|
|
|
$
|
9.00
|
|
|
—
|
|
|
$
|
8.00
|
|
|
—
|
|
$
|
0.01
|
|
|
—
|
|
|
Decrease to NAV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total Shares Outstanding
|
1,000,000
|
|
1,050,000
|
|
|
5.00
|
%
|
|
1,100,000
|
|
|
10.00
|
%
|
|
1,200,000
|
|
|
20.00
|
%
|
1,250,000
|
|
|
25.00
|
%
|
|||||
NAV per Share
|
$
|
10.00
|
|
$
|
9.98
|
|
|
(0.24
|
)%
|
|
$
|
9.91
|
|
|
(0.91
|
)%
|
|
$
|
9.67
|
|
|
(3.33
|
)%
|
$
|
8.00
|
|
|
(19.98
|
)%
|
Dilution to Stockholder
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Shares Held by
Stockholder A
|
10,000
|
|
10,000
|
|
|
—
|
|
|
10,000
|
|
|
—
|
|
|
10,000
|
|
|
—
|
|
10,000
|
|
|
—
|
|
|||||
Percentage Held by Stockholder A
|
1.0
|
%
|
0.95
|
%
|
|
(4.76
|
)%
|
|
0.91
|
%
|
|
(9.09
|
)%
|
|
0.83
|
%
|
|
(16.67
|
)%
|
0.80
|
%
|
|
(20.00
|
)%
|
|||||
Total Asset Values
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total NAV Held by Stockholder A
|
$
|
100,000
|
|
$
|
99,762
|
|
|
(0.24
|
)%
|
|
$
|
99,091
|
|
|
(0.91
|
)%
|
|
$
|
96,667
|
|
|
(3.33
|
)%
|
$
|
80,020
|
|
|
(19.98
|
)%
|
Total Investment by Stockholder A (Assumed to Be $10.00 per Share)
|
$
|
100,000
|
|
$
|
100,000
|
|
|
—
|
|
|
$
|
100,000
|
|
|
—
|
|
|
$
|
100,000
|
|
|
—
|
|
$
|
100,000
|
|
|
—
|
|
Total Dilution to
Stockholder A (Total NAV Less Total Investment)
|
—
|
|
$
|
(238
|
)
|
|
—
|
|
|
$
|
(909
|
)
|
|
—
|
|
|
$
|
(3,333
|
)
|
|
—
|
|
$
|
(19,980
|
)
|
|
—
|
|
|
Per Share Amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
NAV per Share Held by
Stockholder A
|
—
|
|
$
|
9.98
|
|
|
—
|
|
|
$
|
9.91
|
|
|
—
|
|
|
$
|
9.67
|
|
|
—
|
|
$
|
8.00
|
|
|
—
|
|
|
Investment per Share Held by Stockholder A (Assumed to be $10.00 per Share on Shares Held Prior to Sale)
|
$
|
10.00
|
|
$
|
10.00
|
|
|
—
|
|
|
$
|
10.00
|
|
|
—
|
|
|
$
|
10.00
|
|
|
—
|
|
$
|
10.00
|
|
|
—
|
|
Dilution per Share Held by Stockholder A (NAV per Share Less Investment per Share)
|
—
|
|
$
|
(0.02
|
)
|
|
—
|
|
|
$
|
(0.09
|
)
|
|
—
|
|
|
$
|
(0.33
|
)
|
|
—
|
|
$
|
(2.00
|
)
|
|
—
|
|
|
Percentage Dilution to Stockholder A (Dilution per Share Divided by Investment per Share)
|
—
|
|
—
|
|
|
(0.24
|
)%
|
|
—
|
|
|
(0.91
|
)%
|
|
—
|
|
|
(3.33
|
)%
|
—
|
|
|
(19.98
|
)%
|
|
|
|
|
50% Participation
|
|
150% Participation
|
||||||||||||
|
|
Prior to Sale
Below NAV
|
|
Following
Sale
|
|
% Change
|
|
Following
Sale
|
|
% Change
|
||||||||
Offering Price
|
|
|
|
|
|
|
|
|
|
|
||||||||
Price per Share to Public
|
|
—
|
|
|
$
|
8.42
|
|
|
—
|
|
|
$
|
8.42
|
|
|
—
|
|
|
Net Proceeds per Share to Issuer
|
|
—
|
|
|
$
|
8.00
|
|
|
—
|
|
|
$
|
8.00
|
|
|
—
|
|
|
Decrease/Increase to NAV
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total Shares Outstanding
|
|
1,000,000
|
|
|
1,200,000
|
|
|
20.00
|
%
|
|
1,200,000
|
|
|
20.00
|
%
|
|||
NAV per Share
|
|
$
|
10.00
|
|
|
$
|
9.67
|
|
|
(3.33
|
)%
|
|
$
|
9.67
|
|
|
(3.33
|
)%
|
Dilution/Accretion to Participating Stockholder
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shares Held by Stockholder A
|
|
10,000
|
|
|
11,000
|
|
|
10.00
|
%
|
|
13,000
|
|
|
30.00
|
%
|
|||
Percentage Held by Stockholder A
|
|
1.0
|
%
|
|
0.92
|
%
|
|
(8.33
|
)%
|
|
1.08
|
%
|
|
8.33
|
%
|
|||
Total Asset Values
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total NAV Held by Stockholder A
|
|
$
|
100,000
|
|
|
$
|
106,333
|
|
|
6.33
|
%
|
|
$
|
125,667
|
|
|
25.67
|
%
|
Total Investment by Stockholder A (Assumed to Be $10.00 per Share on Shares Held Prior to Sale)
|
|
$
|
100,000
|
|
|
$
|
108,421
|
|
|
—
|
|
|
$
|
125,263
|
|
|
—
|
|
Total Dilution/Accretion to Stockholder A (Total NAV Less Total Investment)
|
|
—
|
|
|
$
|
(2,088
|
)
|
|
—
|
|
|
$
|
404
|
|
|
—
|
|
|
Per Share Amounts
|
|
|
|
|
|
|
|
|
|
|
||||||||
NAV per Share Held by Stockholder A
|
|
—
|
|
|
$
|
9.67
|
|
|
—
|
|
|
$
|
9.67
|
|
|
—
|
|
|
Investment per Share Held by Stockholder A (Assumed to be $10.00 per Share on Shares Held Prior to Sale)
|
|
$
|
10.00
|
|
|
$
|
9.86
|
|
|
—
|
|
|
$
|
9.64
|
|
|
—
|
|
Dilution/Accretion per Share Held by Stockholder A (NAV per Share Less Investment per Share)
|
|
—
|
|
|
$
|
(0.19
|
)
|
|
—
|
|
|
$
|
0.03
|
|
|
—
|
|
|
Percentage Dilution / Accretion to Stockholder A (Dilution/Accretion per Share Divided by Investment per Share)
|
|
—
|
|
|
—
|
|
|
(1.93
|
)%
|
|
—
|
|
|
0.32
|
%
|
|
|
Example 1
5% Offering
at 5% Discount
|
|
Example 2
10% Offering
at 10% Discount
|
|
Example 3
20% Offering
at 20% Discount
|
Example 4
25% Offering
at 100% Discount
|
|||||||||||||||||||||
|
Prior to
Sale
Below NAV
|
Following
Sale
|
|
%
Change
|
|
Following
Sale
|
|
%
Change
|
|
Following
Sale
|
|
%
Change
|
Following
Sale
|
%
Change
|
||||||||||||||
Offering Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Price per Share to Public
|
—
|
|
$
|
10.00
|
|
|
—
|
|
|
$
|
9.47
|
|
|
—
|
|
|
$
|
8.42
|
|
|
—
|
|
$
|
0.01
|
|
—
|
|
|
Net Proceeds per Share to Issuer
|
—
|
|
$
|
9.50
|
|
|
—
|
|
|
$
|
9.00
|
|
|
—
|
|
|
$
|
8.00
|
|
|
—
|
|
$
|
0.01
|
|
—
|
|
|
Decrease/Increase to NAV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total Shares Outstanding
|
1,000,000
|
|
1,050,000
|
|
|
5.00
|
%
|
|
1,100,000
|
|
|
10.00
|
%
|
|
1,200,000
|
|
|
20.00
|
%
|
1,250,000
|
|
25.00
|
%
|
|||||
NAV per Share
|
$
|
10.00
|
|
$
|
9.98
|
|
|
(0.24
|
)%
|
|
$
|
9.91
|
|
|
(0.91
|
)%
|
|
$
|
9.67
|
|
|
(3.33
|
)%
|
$
|
8.00
|
|
(19.98
|
)%
|
Dilution/Accretion to New Investor A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Shares Held by Investor A
|
—
|
|
500
|
|
|
—
|
|
|
1,000
|
|
|
—
|
|
|
2,000
|
|
|
—
|
|
2,500
|
|
—
|
|
|||||
Percentage Held by Investor A
|
—
|
|
0.05
|
%
|
|
—
|
|
|
0.09
|
%
|
|
—
|
|
|
0.17
|
%
|
|
—
|
|
0.20
|
%
|
—
|
|
|||||
Total Asset Values
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total NAV Held by Investor A
|
—
|
|
$
|
4,988
|
|
|
—
|
|
|
$
|
9,909
|
|
|
—
|
|
|
$
|
19,333
|
|
|
—
|
|
$
|
20,000
|
|
—
|
|
|
Total Investment by Investor A (At Price to Public)
|
—
|
|
$
|
5,000
|
|
|
—
|
|
|
$
|
9,474
|
|
|
—
|
|
|
$
|
16,842
|
|
|
—
|
|
$
|
25
|
|
—
|
|
|
Total Dilution / Accretion to Investor A (Total NAV Less Total Investment)
|
—
|
|
$
|
(12
|
)
|
|
—
|
|
|
$
|
435
|
|
|
—
|
|
|
$
|
2,491
|
|
|
—
|
|
$
|
19,975
|
|
—
|
|
|
Per Share Amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
NAV per Share Held by Investor A
|
—
|
|
$
|
9.98
|
|
|
—
|
|
|
$
|
9.91
|
|
|
—
|
|
|
$
|
9.67
|
|
|
—
|
|
$
|
8.00
|
|
—
|
|
|
Investment per Share Held by Investor A
|
—
|
|
$
|
10.00
|
|
|
—
|
|
|
$
|
9.47
|
|
|
—
|
|
|
$
|
8.42
|
|
|
—
|
|
$
|
0.01
|
|
—
|
|
|
Dilution / Accretion per Share Held by Investor A (NAV per Share Less Investment per Share)
|
—
|
|
$
|
(0.02
|
)
|
|
—
|
|
|
$
|
0.44
|
|
|
—
|
|
|
$
|
1.25
|
|
|
—
|
|
$
|
7.99
|
|
—
|
|
|
Percentage Dilution / Accretion to Investor A (Dilution per Share Divided by Investment per Share)
|
—
|
|
—
|
|
|
(0.24
|
)%
|
|
—
|
|
|
4.60
|
%
|
|
—
|
|
|
14.79
|
%
|
—
|
|
79,900.00
|
%
|
Title of Class
|
|
Amount
Authorized
|
|
|
|
Amount held by
Company
or for its Account
|
|
Amount
Outstanding
|
|||||
Common Stock(2)
|
|
150,000,000
|
|
|
|
|
—
|
|
|
27,939,795
|
|
||
SBA-Guaranteed Debentures
|
|
$
|
225,000,000
|
|
|
(1)
|
|
—
|
|
|
$
|
193,376,003
|
|
2019 Notes
|
|
$
|
75,000,000
|
|
|
|
|
—
|
|
|
$
|
69,000,000
|
|
2022 Notes
|
|
$
|
80,500,000
|
|
|
|
|
—
|
|
|
$
|
80,500,000
|
|
(1)
|
For more information regarding our limitations as to SBA-guaranteed debenture issuances, see “Regulation — Small Business Administration Regulation” below.
|
(2)
|
Amount outstanding excludes 4,945,000 shares of our common stock issued in connection with a public offering in August 2014.
|
•
|
one-tenth or more but less than one-third;
|
•
|
one-third or more but less than a majority; or
|
•
|
a majority or more of all voting power.
|
•
|
any person who beneficially owns 10.0% or more of the voting power of the corporation’s outstanding voting stock; or
|
•
|
an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10.0% or more of the voting power of the then outstanding stock of the corporation.
|
•
|
80.0% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and
|
•
|
two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.
|
•
|
a classified board,
|
•
|
a two-thirds vote requirement for removing a director,
|
•
|
a requirement that the number of directors be fixed only by vote of the directors,
|
•
|
a requirement that a vacancy on the board be filled only by the remaining directors and for the remainder of the full term of the class of directors and which the vacancy occurred and
|
•
|
a majority requirement for the calling of a special meeting of stockholders.
|
•
|
the designation and number of shares of such series;
|
•
|
the rate and time at which, and the preferences and conditions under which, any dividends will be paid on shares of such series, as well as whether such dividends are participating or non-participating;
|
•
|
any provisions relating to convertibility or exchangeability of the shares of such series;
|
•
|
the rights and preferences, if any, of holders of shares of such series upon our liquidation, dissolution or winding up of our affairs;
|
•
|
the voting powers, if any, of the holders of shares of such series;
|
•
|
any provisions relating to the redemption of the shares of such series;
|
•
|
any limitations on our ability to pay dividends or make distributions on, or acquire or redeem, other securities while shares of such series are outstanding;
|
•
|
any conditions or restrictions on our ability to issue additional shares of such series or other securities;
|
•
|
if applicable, a discussion of additional material U.S. federal income tax considerations; and
|
•
|
any other relative power, preferences and participating, optional or special rights of shares of such series, and the qualifications, limitations or restrictions thereof.
|
•
|
the title of such warrants;
|
•
|
the aggregate number of such warrants;
|
•
|
the price or prices at which such warrants will be issued;
|
•
|
the currency or currencies, including composite currencies, in which the price of such warrants may be payable;
|
•
|
if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;
|
•
|
in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which this principal amount of debt securities may be purchased upon such exercise;
|
•
|
in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which these shares may be purchased upon such exercise;
|
•
|
the date on which the right to exercise such warrants shall commence and the date on which such right will expire;
|
•
|
whether such warrants will be issued in registered form or bearer form;
|
•
|
if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
|
•
|
if applicable, the date on and after which such warrants and the related securities will be separately transferable;
|
•
|
information with respect to book-entry procedures, if any;
|
•
|
the terms of the securities issuable upon exercise of the warrants;
|
•
|
if applicable, a discussion of additional material U.S. federal income tax considerations; and
|
•
|
any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
|
•
|
the title of such subscription rights;
|
•
|
the exercise price or a formula for the determination of the exercise price for such subscription rights;
|
•
|
the number or a formula for the determination of the number of such subscription rights issued to each stockholder;
|
•
|
the extent to which such subscription rights are transferable;
|
•
|
if applicable, a discussion of additional material U.S. federal income tax considerations applicable to the issuance or exercise of such subscription rights;
|
•
|
the date on which the right to exercise such subscription rights would commence, and the date on which such rights shall expire (subject to any extension);
|
•
|
the extent to which such subscription rights include an over-subscription privilege with respect to unsubscribed securities;
|
•
|
if applicable, the material terms of any standby underwriting or other purchase arrangement that we may enter into in connection with the subscription rights offering; and
|
•
|
any other terms of such subscription rights, including terms, procedures and limitations relating to the exchange and exercise of such subscription rights.
|
•
|
the designation or title of the series of debt securities;
|
•
|
the total principal amount of the series of debt securities;
|
•
|
the percentage of the principal amount at which the series of debt securities will be offered;
|
•
|
the date or dates on which principal will be payable;
|
•
|
the rate or rates (which may be either fixed or variable) and/or the method of determining such rate or rates of interest, if any;
|
•
|
the date or dates from which any interest will accrue, or the method of determining such date or dates, and the date or dates on which any interest will be payable;
|
•
|
the terms for redemption, extension or early repayment, if any;
|
•
|
the currencies in which the series of debt securities are issued and payable;
|
•
|
whether the amount of payments of principal, premium or interest, if any, on a series of debt securities will be determined with reference to an index, formula or other method (which could be based on one or more currencies, commodities, equity indices or other indices) and how these amounts will be determined;
|
•
|
the place or places of payment, transfer, conversion and/or exchange of the debt securities;
|
•
|
the denominations in which the offered debt securities will be issued;
|
•
|
the provision for any sinking fund;
|
•
|
any restrictive covenants;
|
•
|
any events of default;
|
•
|
whether the series of debt securities are issuable in certificated form;
|
•
|
any provisions for defeasance or covenant defeasance;
|
•
|
any special federal income tax implications, including, if applicable, federal income tax considerations relating to original issue discount;
|
•
|
whether and under what circumstances we will pay additional amounts in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem the debt securities rather than pay the additional amounts (and the terms of this option);
|
•
|
any provisions for convertibility or exchangeability of the debt securities into or for any other securities;
|
•
|
whether the debt securities are subject to subordination and the terms of such subordination;
|
•
|
the listing, if any, on a securities exchange; and
|
•
|
any other material terms.
|
•
|
We do not pay the principal of any debt security of the series on its due date.
|
•
|
We do not pay interest on any debt security of the series when due, and such default is not cured within 30 days.
|
•
|
We remain in breach of any other covenant with respect to the debt securities of the series for 60 days after we receive a written notice of default stating we are in breach. The notice must be sent by either the trustee or holders of at least 25.00% of the principal amount of debt securities of the issuer.
|
•
|
We file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur and, in the case of certain orders or decrees entered against us under any bankruptcy law, such order or decree remains undischarged or unstayed for a period of 60 days.
|
•
|
On the last business day of each of twenty-four consecutive calendar months, we have an asset coverage of less than 100.00%.
|
•
|
Any other Event of Default with respect to debt securities of the series described in the applicable prospectus supplement or supplemental indenture occurs.
|
•
|
The holder must give the trustee written notice that an Event of Default has occurred and remains uncured.
|
•
|
The holders of at least 25.00% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action.
|
•
|
The trustee must not have taken action for 60 days after receipt of the above notice and offer of indemnity.
|
•
|
The holders of a majority in principal amount of the debt securities must not have given the trustee a direction inconsistent with the above notice during that 60 day period.
|
•
|
the payment of principal, any premium or interest; or
|
•
|
in respect of a covenant that cannot be modified or amended without the consent of each holder.
|
•
|
Where we merge out of existence or sell our assets, the resulting entity must agree to be legally responsible for our obligations under the debt securities.
|
•
|
The merger or sale of assets must not cause a default on the debt securities and we must not already be in default (unless the merger or sale would cure the default). For purposes of this no-default test, a default would include an Event
|
•
|
We must deliver certain certificates and documents to the trustee.
|
•
|
We must satisfy any other requirements specified in the prospectus supplement relating to a particular series of debt securities.
|
•
|
change the stated maturity of the principal of or interest on a debt security;
|
•
|
reduce any amounts due on a debt security;
|
•
|
reduce the amount of principal payable upon acceleration of the maturity of a security following a default;
|
•
|
adversely affect any right of repayment at the holder’s option;
|
•
|
change the place (except as otherwise described in the prospectus or prospectus supplement) or currency of payment on a debt security;
|
•
|
impair the holder’s right to sue for payment;
|
•
|
adversely affect any right to convert or exchange a debt security in accordance with its terms;
|
•
|
modify the subordination provisions in the indenture in a manner that is adverse to holders of the debt securities;
|
•
|
reduce the percentage of holders of debt securities whose consent is needed to modify or amend the indenture;
|
•
|
reduce the percentage of holders of debt securities whose consent is needed to waive compliance with certain provisions of the indenture or to waive certain defaults; and
|
•
|
modify any other material aspect of the provisions of the indenture dealing with supplemental indentures, modification and waiver of past defaults, changes to the quorum or voting requirements or the waiver of certain covenants.
|
•
|
If the change affects only one series of debt securities, it must be approved by the holders of a majority in principal amount of that series.
|
•
|
If the change affects more than one series of debt securities issued under the same indenture, it must be approved by the holders of a majority in principal amount of all of the series affected by the change, with all affected series voting together as one class for this purpose.
|
•
|
If the debt securities of the particular series are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of such debt securities a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their due dates.
|
•
|
We must deliver to the trustee a legal opinion of our counsel confirming that, under current U.S. federal income tax law, we may make the above deposit without causing holders to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves at maturity.
|
•
|
Defeasance must not result in a breach or violation of, or result in a default under, the indenture or any of our other material agreements or instruments.
|
•
|
No default or event of default with respect to the debt securities shall have occurred and be continuing and no defaults or events of default related to bankruptcy, insolvency or reorganization shall occur during the next 90 days.
|
•
|
If the debt securities of the particular series are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of such debt securities a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates.
|
•
|
We must deliver to the trustee a legal opinion confirming that there has been a change in current U.S. federal tax law or an IRS ruling that allows us to make the above deposit without causing a holder to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves at maturity. Under current U.S. federal tax law, the deposit and our legal release from the debt securities would be treated as though we paid the holder, his or her respective share of the cash and notes or bonds at the time the cash and notes or bonds were deposited in trust in exchange for the holder’s debt securities and the holder would recognize gain or loss on the debt securities at the time of the deposit.
|
•
|
We must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the 1940 Act and a legal opinion and officers’ certificate stating that all conditions precedent to defeasance have been complied with.
|
•
|
Defeasance must not result in a breach or violation of, or constitute a default under, the indenture or any of our other material agreements or instruments.
|
•
|
No default or event of default with respect to the debt securities shall have occurred and be continuing and no defaults or events of default related to bankruptcy, insolvency or reorganization shall occur during the next 90 days.
|
•
|
our indebtedness (including indebtedness of others guaranteed by us), whenever created, incurred, assumed or guaranteed, for money borrowed (other than indenture securities issued under the indenture and denominated as subordinated debt securities), unless in the instrument creating or evidencing the same or under which the same is outstanding it is provided that this indebtedness is not senior or prior in right of payment to the subordinated debt securities, and
|
•
|
renewals, extensions, modifications and refinancings of any of this indebtedness.
|
•
|
the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances the securities comprising the units may be held or transferred separately;
|
•
|
a description of the terms of any unit agreement governing the units;
|
•
|
a description of the provisions for the payment, settlement, transfer or exchange of the units; and
|
•
|
whether the units will be issued in fully registered or global form.
|
•
|
a citizen or individual resident of the United States;
|
•
|
a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;
|
•
|
an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
|
•
|
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.
|
•
|
meet the Annual Distribution Requirement;
|
•
|
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;
|
•
|
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
|
•
|
diversify our holdings so that at the end of each quarter of the taxable year:
|
•
|
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
|
•
|
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.
|
•
|
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;
|
•
|
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;
|
•
|
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
|
•
|
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.
|
|
Page
|
|
|
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
|
(Unaudited)
|
|
|
||||
Assets:
|
|
|
|
||||
Investments at fair value:
|
|
|
|
||||
Non-Control / Non-Affiliate investments (cost of $600,208,555 and $528,021,069 at June 30, 2014 and December 31, 2013, respectively)
|
$
|
612,117,936
|
|
|
$
|
546,043,946
|
|
Affiliate investments (cost of $109,139,313 and $107,418,051 at June 30, 2014 and December 31, 2013, respectively)
|
110,910,292
|
|
|
107,536,534
|
|
||
Control investments (cost of $18,241,876 and $18,378,665 at June 30, 2014 and December 31, 2013, respectively)
|
13,248,925
|
|
|
10,792,709
|
|
||
Total investments at fair value
|
736,277,153
|
|
|
664,373,189
|
|
||
Cash and cash equivalents
|
79,593,085
|
|
|
133,304,346
|
|
||
Interest and fees receivable
|
4,069,696
|
|
|
5,255,760
|
|
||
Prepaid expenses and other current assets
|
592,716
|
|
|
831,544
|
|
||
Deferred financing fees
|
10,263,133
|
|
|
11,063,716
|
|
||
Property and equipment, net
|
75,238
|
|
|
60,525
|
|
||
Total assets
|
$
|
830,871,021
|
|
|
$
|
814,889,080
|
|
Liabilities:
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
3,216,190
|
|
|
$
|
7,493,928
|
|
Interest payable
|
3,022,415
|
|
|
3,017,645
|
|
||
Taxes payable
|
408,686
|
|
|
1,064,544
|
|
||
Deferred income taxes
|
4,317,331
|
|
|
3,514,376
|
|
||
Borrowings under credit facility
|
31,255,980
|
|
|
11,221,246
|
|
||
Notes
|
149,500,000
|
|
|
149,500,000
|
|
||
SBA-guaranteed debentures payable
|
193,376,003
|
|
|
193,285,211
|
|
||
Total liabilities
|
385,096,605
|
|
|
369,096,950
|
|
||
Commitments and contingencies (Note 6)
|
|
|
|
||||
Net Assets:
|
|
|
|
||||
Common stock, $0.001 par value per share (150,000,000 shares authorized, 27,939,795 and 27,697,483 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively)
|
27,940
|
|
|
27,697
|
|
||
Additional paid in capital
|
410,823,140
|
|
|
409,042,893
|
|
||
Investment income in excess of distributions
|
6,132,527
|
|
|
8,610,735
|
|
||
Accumulated realized gains
|
24,051,059
|
|
|
20,665,371
|
|
||
Net unrealized appreciation
|
4,739,750
|
|
|
7,445,434
|
|
||
Total net assets
|
445,774,416
|
|
|
445,792,130
|
|
||
Total liabilities and net assets
|
$
|
830,871,021
|
|
|
$
|
814,889,080
|
|
Net asset value per share
|
$
|
15.95
|
|
|
$
|
16.10
|
|
|
Three Months
Ended
|
|
Three Months
Ended
|
|
Six Months Ended
|
|
Six Months Ended
|
||||||||
|
June 30,
2014 |
|
June 30,
2013 |
|
June 30,
2014 |
|
June 30,
2013 |
||||||||
Investment income:
|
|
|
|
|
|
|
|
||||||||
Loan interest, fee and dividend income:
|
|
|
|
|
|
|
|
||||||||
Non-Control / Non-Affiliate investments
|
$
|
17,292,568
|
|
|
$
|
19,696,422
|
|
|
$
|
33,800,333
|
|
|
$
|
36,883,923
|
|
Affiliate investments
|
2,799,592
|
|
|
3,246,452
|
|
|
6,376,383
|
|
|
6,209,481
|
|
||||
Control investments
|
643,835
|
|
|
46,194
|
|
|
789,195
|
|
|
95,565
|
|
||||
Total loan interest, fee and dividend income
|
20,735,995
|
|
|
22,989,068
|
|
|
40,965,911
|
|
|
43,188,969
|
|
||||
Payment-in-kind interest income:
|
|
|
|
|
|
|
|
||||||||
Non-Control / Non-Affiliate investments
|
3,404,283
|
|
|
3,234,925
|
|
|
6,402,060
|
|
|
6,485,473
|
|
||||
Affiliate investments
|
736,516
|
|
|
981,731
|
|
|
1,467,173
|
|
|
1,940,110
|
|
||||
Control investments
|
6,084
|
|
|
5,961
|
|
|
12,071
|
|
|
11,828
|
|
||||
Total payment-in-kind interest income
|
4,146,883
|
|
|
4,222,617
|
|
|
7,881,304
|
|
|
8,437,411
|
|
||||
Interest income from cash and cash equivalent investments
|
56,888
|
|
|
44,463
|
|
|
131,496
|
|
|
95,703
|
|
||||
Total investment income
|
24,939,766
|
|
|
27,256,148
|
|
|
48,978,711
|
|
|
51,722,083
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Interest and other financing fees
|
5,158,543
|
|
|
4,989,523
|
|
|
10,298,055
|
|
|
10,101,035
|
|
||||
General and administrative expenses
|
5,122,875
|
|
|
5,994,702
|
|
|
10,178,967
|
|
|
10,115,660
|
|
||||
Total operating expenses
|
10,281,418
|
|
|
10,984,225
|
|
|
20,477,022
|
|
|
20,216,695
|
|
||||
Net investment income
|
14,658,348
|
|
|
16,271,923
|
|
|
28,501,689
|
|
|
31,505,388
|
|
||||
Realized and unrealized gains (losses) on investments and foreign currency borrowings:
|
|
|
|
|
|
|
|
||||||||
Net realized gains (losses):
|
|
|
|
|
|
|
|
||||||||
Non-Control / Non-Affiliate investments
|
11,462,275
|
|
|
2,428,668
|
|
|
11,734,476
|
|
|
3,007,450
|
|
||||
Affiliate investments
|
228,252
|
|
|
3,321,999
|
|
|
228,252
|
|
|
4,595,999
|
|
||||
Control investments
|
—
|
|
|
(2,290,919
|
)
|
|
(208,553
|
)
|
|
(2,290,919
|
)
|
||||
Net realized gains (losses)
|
11,690,527
|
|
|
3,459,748
|
|
|
11,754,175
|
|
|
5,312,530
|
|
||||
Net unrealized appreciation (depreciation):
|
|
|
|
|
|
|
|
||||||||
Investments
|
(1,172,480
|
)
|
|
2,116,796
|
|
|
(2,670,950
|
)
|
|
3,883,341
|
|
||||
Foreign currency borrowings
|
(395,269
|
)
|
|
—
|
|
|
(34,734
|
)
|
|
—
|
|
||||
Net unrealized appreciation (depreciation)
|
(1,567,749
|
)
|
|
2,116,796
|
|
|
(2,705,684
|
)
|
|
3,883,341
|
|
||||
Net realized and unrealized gains (losses) on investments and foreign currency borrowings
|
10,122,778
|
|
|
5,576,544
|
|
|
9,048,491
|
|
|
9,195,871
|
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(412,673
|
)
|
||||
Provision for taxes
|
(586,788
|
)
|
|
—
|
|
|
(853,343
|
)
|
|
(20,303
|
)
|
||||
Net increase in net assets resulting from operations
|
$
|
24,194,338
|
|
|
$
|
21,848,467
|
|
|
$
|
36,696,837
|
|
|
$
|
40,268,283
|
|
Net investment income per share—basic and diluted
|
$
|
0.53
|
|
|
$
|
0.59
|
|
|
$
|
1.02
|
|
|
$
|
1.15
|
|
Net increase in net assets resulting from operations per share—basic and diluted
|
$
|
0.87
|
|
|
$
|
0.79
|
|
|
$
|
1.32
|
|
|
$
|
1.46
|
|
Dividends per share
|
$
|
0.54
|
|
|
$
|
0.54
|
|
|
$
|
1.08
|
|
|
$
|
1.08
|
|
Capital gain distributions per share
|
$
|
0.15
|
|
|
$
|
—
|
|
|
$
|
0.30
|
|
|
$
|
—
|
|
Weighted average number of shares outstanding—basic and diluted
|
27,910,468
|
|
|
27,569,524
|
|
|
27,857,788
|
|
|
27,501,407
|
|
|
Common Stock
|
|
Additional
Paid In
Capital
|
|
Investment
Income
in Excess of
Distributions
|
|
Accumulated
Realized
Gains on Investments |
|
Net
Unrealized
Appreciation |
|
Total
Net
Assets
|
|||||||||||||||
|
Number
of Shares
|
|
Par
Value
|
|
|
|
|
|
||||||||||||||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|
31,505,388
|
|
|
—
|
|
|
—
|
|
|
31,505,388
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
1,675,896
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,675,896
|
|
||||||
Realized gain (loss) on investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,312,530
|
|
|
(3,863,315
|
)
|
|
1,449,215
|
|
||||||
Net unrealized gains on investments / foreign currency
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,746,656
|
|
|
7,746,656
|
|
||||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(412,673
|
)
|
|
—
|
|
|
—
|
|
|
(412,673
|
)
|
||||||
Provision for taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,303
|
)
|
|
—
|
|
|
—
|
|
|
(20,303
|
)
|
||||||
Dividends / distributions
|
57,042
|
|
|
57
|
|
|
1,570,104
|
|
|
(29,757,555
|
)
|
|
—
|
|
|
—
|
|
|
(28,187,394
|
)
|
||||||
Issuance of restricted stock
|
258,410
|
|
|
258
|
|
|
(258
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance, June 30, 2013
|
27,600,250
|
|
|
$
|
27,600
|
|
|
$
|
406,567,839
|
|
|
$
|
8,098,018
|
|
|
$
|
7,285,470
|
|
|
$
|
9,113,102
|
|
|
$
|
431,092,029
|
|
|
Common Stock
|
|
Additional
Paid In
Capital
|
|
Investment
Income
in Excess of
Distributions
|
|
Accumulated
Realized
Gains on Investments |
|
Net
Unrealized
Appreciation |
|
Total
Net
Assets
|
|||||||||||||||
|
Number
of Shares
|
|
Par
Value
|
|
|
|
|
|
||||||||||||||||||
Balance, December 31, 2013
|
27,697,483
|
|
|
$
|
27,697
|
|
|
$
|
409,042,893
|
|
|
$
|
8,610,735
|
|
|
$
|
20,665,371
|
|
|
$
|
7,445,434
|
|
|
$
|
445,792,130
|
|
Net investment income
|
—
|
|
|
—
|
|
|
—
|
|
|
28,501,689
|
|
|
—
|
|
|
—
|
|
|
28,501,689
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
2,828,410
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,828,410
|
|
||||||
Realized gain (loss) on investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,754,175
|
|
|
(11,616,980
|
)
|
|
137,195
|
|
||||||
Net unrealized loss on investments / foreign currency
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,911,296
|
|
|
8,911,296
|
|
||||||
Provision for taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(853,343
|
)
|
|
—
|
|
|
—
|
|
|
(853,343
|
)
|
||||||
Dividends / distributions
|
53,577
|
|
|
54
|
|
|
1,426,147
|
|
|
(30,126,554
|
)
|
|
(8,368,487
|
)
|
|
—
|
|
|
(37,068,840
|
)
|
||||||
Issuance of restricted stock
|
282,630
|
|
|
282
|
|
|
(282
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common stock withheld for payroll taxes upon vesting of restricted stock
|
(93,895
|
)
|
|
(93
|
)
|
|
(2,474,028
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,474,121
|
)
|
||||||
Balance, June 30, 2014
|
27,939,795
|
|
|
$
|
27,940
|
|
|
$
|
410,823,140
|
|
|
$
|
6,132,527
|
|
|
$
|
24,051,059
|
|
|
$
|
4,739,750
|
|
|
$
|
445,774,416
|
|
|
Six Months Ended
|
|
Six Months Ended
|
||||
|
June 30, 2014
|
|
June 30, 2013
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net increase in net assets resulting from operations
|
$
|
36,696,837
|
|
|
$
|
40,268,283
|
|
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
|
|
|
|
||||
Purchases of portfolio investments
|
(164,840,342
|
)
|
|
(37,112,821
|
)
|
||
Repayments received/sales of portfolio investments
|
105,026,498
|
|
|
111,695,347
|
|
||
Loan origination and other fees received
|
2,838,426
|
|
|
621,440
|
|
||
Net realized gain on investments
|
(11,754,175
|
)
|
|
(5,312,530
|
)
|
||
Net unrealized depreciation (appreciation) on investments
|
1,867,995
|
|
|
(4,914,099
|
)
|
||
Net unrealized depreciation on foreign currency borrowings
|
34,734
|
|
|
—
|
|
||
Deferred income taxes
|
802,955
|
|
|
1,030,758
|
|
||
Payment-in-kind interest accrued, net of payments received
|
(2,614,188
|
)
|
|
(5,263,335
|
)
|
||
Amortization of deferred financing fees
|
800,583
|
|
|
766,221
|
|
||
Loss on extinguishment of debt
|
—
|
|
|
412,673
|
|
||
Accretion of loan origination and other fees
|
(1,783,603
|
)
|
|
(2,243,128
|
)
|
||
Accretion of loan discounts
|
(644,575
|
)
|
|
(765,628
|
)
|
||
Accretion of discount on SBA-guaranteed debentures payable
|
90,792
|
|
|
88,843
|
|
||
Depreciation expense
|
20,114
|
|
|
19,085
|
|
||
Stock-based compensation
|
2,828,410
|
|
|
1,675,896
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Interest and fees receivable
|
1,186,064
|
|
|
(1,528,838
|
)
|
||
Prepaid expenses and other current assets
|
238,828
|
|
|
(106,645
|
)
|
||
Accounts payable and accrued liabilities
|
(4,277,738
|
)
|
|
(1,954,469
|
)
|
||
Interest payable
|
4,770
|
|
|
(181,387
|
)
|
||
Taxes payable
|
(655,858
|
)
|
|
(2,976,193
|
)
|
||
Net cash (provided by) used in operating activities
|
(34,133,473
|
)
|
|
94,219,473
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(34,827
|
)
|
|
(17,145
|
)
|
||
Net cash used in investing activities
|
(34,827
|
)
|
|
(17,145
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Repayments of SBA-guaranteed debentures payable
|
—
|
|
|
(20,500,000
|
)
|
||
Borrowings under credit facility
|
20,000,000
|
|
|
—
|
|
||
Financing fees paid
|
—
|
|
|
(684,294
|
)
|
||
Common stock withheld for payroll taxes upon vesting of restricted stock
|
(2,474,121
|
)
|
|
—
|
|
||
Cash dividends/distributions paid
|
(37,068,840
|
)
|
|
(28,187,394
|
)
|
||
Net cash used in financing activities
|
(19,542,961
|
)
|
|
(49,371,688
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
(53,711,261
|
)
|
|
44,830,640
|
|
||
Cash and cash equivalents, beginning of period
|
133,304,346
|
|
|
72,300,423
|
|
||
Cash and cash equivalents, end of period
|
$
|
79,593,085
|
|
|
$
|
117,131,063
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
9,008,748
|
|
|
$
|
9,084,547
|
|
Summary of non-cash financing transactions:
|
|
|
|
||||
Dividends/distributions paid through DRIP share issuances
|
$
|
1,426,201
|
|
|
$
|
1,570,161
|
|
TRIANGLE CAPITAL CORPORATION
Unaudited Consolidated Schedule of Investments
June 30, 2014
|
||||||||||||||||
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 Producer
|
|
Subordinated Note (12% Cash, 1.5% PIK, Due 06/19)
|
|
$
|
12,794,010
|
|
|
$
|
12,585,954
|
|
|
$
|
12,585,954
|
|
Common Units (1,250 units)
|
|
|
|
1,250,000
|
|
|
1,961,000
|
|
||||||||
|
|
|
12,794,010
|
|
|
13,835,954
|
|
|
14,546,954
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
AGM Automotive, LLC (6%)*
|
|
Auto Industry Interior Components Supplier
|
|
Subordinated Note (10% Cash, 3% PIK, Due 07/19)
|
|
25,195,122
|
|
|
24,711,960
|
|
|
24,711,960
|
|
|||
|
Class A Units (1,500 units)
|
|
|
|
1,500,000
|
|
|
1,500,000
|
|
|||||||
|
|
|
25,195,122
|
|
|
26,211,960
|
|
|
26,211,960
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Applied-Cleveland Holdings, Inc. (6%)*
|
|
Oil and Gas Pipeline Infrastructure Inspection Services
|
|
Subordinated Note (10% Cash, 2% PIK, Due 06/19)
|
|
23,000,000
|
|
|
22,649,249
|
|
|
22,649,249
|
|
|||
|
Class A Preferred Units (2,129,032 units)
|
|
|
|
2,129,032
|
|
|
2,129,032
|
|
|||||||
|
|
|
23,000,000
|
|
|
24,778,281
|
|
|
24,778,281
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Assurance Operations Corporation (0%)*
|
|
Metal Fabrication
|
|
Common Stock (517 shares)
|
|
|
|
516,867
|
|
|
1,327,000
|
|
||||
|
|
|
|
|
516,867
|
|
|
1,327,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Audio and Video Labs Holdings, Inc. (3%)*
|
|
Manufacturer and Distributor for Independent Artists and Authors
|
|
Subordinated Note (12% Cash, 2% PIK, Due 06/18)
|
|
13,403,010
|
|
|
13,198,084
|
|
|
13,198,084
|
|
|||
Common Stock (138 shares)
|
|
|
|
1,300,000
|
|
|
1,624,000
|
|
||||||||
|
|
|
13,403,010
|
|
|
14,498,084
|
|
|
14,822,084
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
BFN Operations LLC (4%)*
|
|
Wholesale Grower and Distributor of Container Grown Shrubs, Trees and Plants
|
|
Subordinated Note (13% Cash, 4% PIK, Due 11/17)
|
|
17,905,495
|
|
|
17,590,096
|
|
|
17,590,096
|
|
|||
|
|
|
17,905,495
|
|
|
17,590,096
|
|
|
17,590,096
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Botanical Laboratories, Inc. (0%)*
|
|
Nutritional Supplement Manufacturing and Distribution
|
|
Common Stock Warrants (998,680 shares)
|
|
|
|
237,301
|
|
|
240,000
|
|
||||
|
|
|
|
|
237,301
|
|
|
240,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Cafe Enterprises, Inc. (3%)*
|
|
Restaurant
|
|
Subordinated Note (12% Cash, 2% PIK, Due 09/19)
|
|
12,067,469
|
|
|
11,835,328
|
|
|
11,835,328
|
|
|||
|
|
Series C Preferred Stock (10,000 shares)
|
|
|
|
1,000,000
|
|
|
1,000,000
|
|
||||||
|
|
|
|
12,067,469
|
|
|
12,835,328
|
|
|
12,835,328
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital Contractors, Inc. (2%)*
|
|
Janitorial and Facilities Maintenance Services
|
|
Subordinated Notes (12% Cash, 2% PIK, Due 12/15)
|
|
9,662,189
|
|
|
9,417,496
|
|
|
9,417,496
|
|
|||
Common Stock Warrants (20 shares)
|
|
|
|
492,000
|
|
|
200,000
|
|
||||||||
|
|
9,662,189
|
|
|
9,909,496
|
|
|
9,617,496
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Carolina Beverage Group, LLC (0%)*
|
|
Beverage Manufacturing
and Packaging |
|
Class B Units (11,974 units)
|
|
|
|
119,735
|
|
|
1,547,000
|
|
||||
|
|
|
|
|
119,735
|
|
|
1,547,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Chromaflo Technologies Parent LP (3%)*
|
|
Colorant Manufacturer and Distributor
|
|
Second Lien Term Loan (8.3% Cash, Due 06/20)
|
|
10,000,000
|
|
|
9,952,976
|
|
|
9,952,976
|
|
|||
Class A Units (22,561 units)
|
|
|
|
—
|
|
|
2,245,000
|
|
||||||||
|
|
|
10,000,000
|
|
|
9,952,976
|
|
|
12,197,976
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Comverge, Inc. (4%)*
|
|
Provider of Intelligent Energy Management Solutions
|
|
Senior Note (12% Cash, Due 05/18)
|
|
15,505,583
|
|
|
15,276,415
|
|
|
15,276,415
|
|
|||
Preferred Stock (900 shares)
|
|
|
|
900,000
|
|
|
987,000
|
|
||||||||
Common Stock (1,000,000 shares)
|
|
|
|
100,000
|
|
|
—
|
|
||||||||
|
|
|
15,505,583
|
|
|
16,276,415
|
|
|
16,263,415
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Continental Anesthesia Management, LLC (2%)*
|
|
Physicians Management
Services |
|
Subordinated Note (8% Cash, 6% PIK Due 09/14)
|
|
9,978,738
|
|
|
9,936,501
|
|
|
9,936,501
|
|
|||
Warrant (263 shares)
|
|
|
|
276,100
|
|
|
164,000
|
|
||||||||
|
|
9,978,738
|
|
|
10,212,601
|
|
|
10,100,501
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
CRS Reprocessing, LLC (6%)*
|
|
Fluid
Reprocessing Services |
|
Subordinated Note (12% Cash, 2% PIK, Due 11/15)
|
|
12,130,464
|
|
|
12,066,015
|
|
|
12,066,015
|
|
|||
Subordinated Note (12% Cash, 2% PIK, Due 11/15)
|
|
13,377,627
|
|
|
12,705,812
|
|
|
12,705,812
|
|
|||||||
Series C Preferred Units (30 units)
|
|
|
|
288,342
|
|
|
395,000
|
|
||||||||
Common Unit Warrant (664 units)
|
|
|
|
1,759,556
|
|
|
1,064,000
|
|
||||||||
Series D Preferred Units (16 units)
|
|
|
|
107,074
|
|
|
147,000
|
|
||||||||
|
Series E Preferred Units (5 units)
|
|
|
|
31,651
|
|
|
47,000
|
|
|||||||
|
|
|
25,508,091
|
|
|
26,958,450
|
|
|
26,424,827
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
TRIANGLE CAPITAL CORPORATION
Unaudited Consolidated Schedule of Investments
June 30, 2014
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1)(2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
(3)
|
||||||
Danville Materials, LLC (2%)*
|
|
Manufacturer of Dental Products
|
|
Senior Note (10% Cash, Due 12/18)
|
|
$
|
8,000,000
|
|
|
$
|
7,853,531
|
|
|
$
|
7,853,531
|
|
|
Common Units (45,492 units)
|
|
|
|
500,000
|
|
|
500,000
|
|
|||||||
|
|
|
8,000,000
|
|
|
8,353,531
|
|
|
8,353,531
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
DataSource Incorporated (1%)*
|
|
Print Supply Chain Management Services
|
|
Subordinated Note (12% Cash, 2% PIK, Due 01/18)
|
|
4,815,683
|
|
|
4,695,187
|
|
|
4,695,187
|
|
|||
|
Common Units (47 units)
|
|
|
|
1,000,000
|
|
|
910,000
|
|
|||||||
|
|
|
4,815,683
|
|
|
5,695,187
|
|
|
5,605,187
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
DCWV Acquisition Corporation (1%)*
|
|
Arts & Crafts and Home Decor Products Designer and Supplier
|
|
Subordinated Note (12% Cash, 3% PIK, Due 09/17)
(5)
|
|
6,336,170
|
|
|
6,155,655
|
|
|
4,279,000
|
|
|||
|
|
|
6,336,170
|
|
|
6,155,655
|
|
|
4,279,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
DialogueDirect, Inc. (5%)*
|
|
Business Process Outsourcing Provider
|
|
Subordinated Note (12% Cash, 2.5% PIK, Due 06/18)
|
|
23,811,621
|
|
|
23,468,952
|
|
|
23,468,952
|
|
|||
|
|
|
|
23,811,621
|
|
|
23,468,952
|
|
|
23,468,952
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
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)
|
|
7,164,322
|
|
|
7,044,747
|
|
|
7,044,747
|
|
|||
|
|
Preferred series A Units (600,000 units)
|
|
|
|
600,000
|
|
|
237,000
|
|
||||||
|
|
|
|
7,164,322
|
|
|
7,644,747
|
|
|
7,281,747
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Eckler's Holdings, Inc. (2%)*
|
|
Restoration Parts and Accessories for Classic Cars and Trucks
|
|
Subordinated Note (11% Cash, 4% PIK, Due 07/18)
|
|
7,229,005
|
|
|
7,103,044
|
|
|
7,103,044
|
|
|||
|
Common Stock (18,029 shares)
|
|
|
|
183,562
|
|
|
—
|
|
|||||||
|
Preferred Stock A (1,596 shares)
|
|
|
|
1,596,126
|
|
|
1,449,000
|
|
|||||||
|
|
|
7,229,005
|
|
|
8,882,732
|
|
|
8,552,044
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Electronic Systems Protection, Inc. (0%)*
|
|
Power Protection Systems Manufacturing
|
|
Common Stock (570 shares)
|
|
|
|
285,000
|
|
|
333,000
|
|
||||
|
|
|
|
|
285,000
|
|
|
333,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Flowchem Ltd. (2%)*
|
|
Provider of Support Services to Crude Oil Pipeline Operators
|
|
Subordinated Note (11% Cash, 2% PIK, Due 06/19)
|
|
7,838,205
|
|
|
7,693,791
|
|
|
7,693,791
|
|
|||
|
Common Units (1,000,000 units)
|
|
|
|
1,000,000
|
|
|
938,000
|
|
|||||||
|
|
|
7,838,205
|
|
|
8,693,791
|
|
|
8,631,791
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
FrontStream Payments, Inc. (3%)*
|
|
Payment and Donation Management Product Service Provider
|
|
Senior Note (8% Cash, 6% PIK, Due 08/18)
|
|
11,338,074
|
|
|
11,145,268
|
|
|
11,145,268
|
|
|||
|
|
|
|
11,338,074
|
|
|
11,145,268
|
|
|
11,145,268
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Frontstreet Facility Solutions, Inc. (2%)*
|
|
Retail, Restaurant and Commercial Facilities Maintenance
|
|
Subordinated Note (10% Cash, 3% PIK, Due 07/18)
|
|
8,462,629
|
|
|
8,356,936
|
|
|
7,108,000
|
|
|||
|
|
Convertible Preferred Units (2,500 units)
|
|
|
|
250,000
|
|
|
—
|
|
||||||
|
|
|
|
8,462,629
|
|
|
8,606,936
|
|
|
7,108,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Frozen Specialties, Inc. (2%)*
|
|
Frozen Foods Manufacturer
|
|
Subordinated Note (10% Cash, 4% PIK, Due 05/17)
(5)
|
|
11,673,192
|
|
|
11,673,192
|
|
|
9,456,000
|
|
|||
|
|
11,673,192
|
|
|
11,673,192
|
|
|
9,456,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Garden Fresh Restaurant Holding, LLC (0%)*
|
|
Restaurant
|
|
Class A Units (5,000 units)
|
|
|
|
500,000
|
|
|
136,000
|
|
||||
|
|
|
|
500,000
|
|
|
136,000
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Grindmaster-Cecilware Corp. (2%)*
|
|
Food Services Equipment Manufacturer
|
|
Subordinated Note (12% Cash, 6% PIK, Due 04/16)
|
|
7,301,546
|
|
|
7,281,547
|
|
|
7,281,547
|
|
|||
|
|
7,301,546
|
|
|
7,281,547
|
|
|
7,281,547
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Hatch Chile Co., LLC (2%)*
|
|
Food Products Distributor
|
|
Subordinated Note (19% Cash, Due 11/18)
|
|
3,031,875
|
|
|
3,000,357
|
|
|
3,000,357
|
|
|||
Subordinated Note (14% Cash, Due 11/18)
|
|
3,320,625
|
|
|
3,091,762
|
|
|
3,091,762
|
|
|||||||
Unit Purchase Warrant (7,817 units)
|
|
|
|
295,800
|
|
|
649,000
|
|
||||||||
|
|
6,352,500
|
|
|
6,387,919
|
|
|
6,741,119
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Hickman's Egg Ranch, Inc. (3%)*
|
|
Egg Producer
|
|
Subordinated Note (12% Cash, 1% PIK, Due 06/19)
|
|
15,004,583
|
|
|
14,704,583
|
|
|
14,704,583
|
|
|||
|
|
15,004,583
|
|
|
14,704,583
|
|
|
14,704,583
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
HKW Capital Partners (0%)*
(4)
|
|
Multi-Sector Holdings
|
|
Limited Partnership Interest
|
|
|
|
599,225
|
|
|
599,225
|
|
||||
|
|
|
|
|
|
599,225
|
|
|
599,225
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
TRIANGLE CAPITAL CORPORATION
Unaudited Consolidated Schedule of Investments
June 30, 2014
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1)(2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
(3)
|
||||||
Infrastructure Corporation of America, Inc. (3%)*
|
|
Roadway Maintenance, Repair and Engineering Services
|
|
Subordinated Note (12% Cash, 2% PIK, Due 09/18)
|
|
$
|
11,305,509
|
|
|
$
|
9,941,421
|
|
|
$
|
9,941,421
|
|
Common Stock Purchase Warrant (487,877 shares)
|
|
|
|
2,411,000
|
|
|
2,390,000
|
|
||||||||
|
|
11,305,509
|
|
|
12,352,421
|
|
|
12,331,421
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Inland Pipe Rehabilitation Holding Company LLC (2%)*
|
|
Cleaning and Repair Services
|
|
Subordinated Note (13% Cash, 2.5% PIK, Due 12/16)
|
|
8,495,817
|
|
|
8,333,272
|
|
|
8,333,272
|
|
|||
Membership Interest Purchase Warrant (3.0%)
|
|
|
|
853,500
|
|
|
835,000
|
|
||||||||
|
|
8,495,817
|
|
|
9,186,772
|
|
|
9,168,272
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
IOS Acquisitions, Inc. (5%)*
|
|
Provider of Oil Country Tubular Goods Inspections and Repair Services
|
|
Subordinated Note (12% Cash, 3.5% PIK, Due 06/18)
|
|
19,860,456
|
|
|
19,555,765
|
|
|
19,555,765
|
|
|||
Common Units (7,314 Class A Units)
|
|
|
|
1,699,847
|
|
|
1,438,000
|
|
||||||||
|
|
19,860,456
|
|
|
21,255,612
|
|
|
20,993,765
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Justrite Manufacturing Company, LLC (3%)*
|
|
Storage Product Developer and Supplier for Hazardous Materials
|
|
Subordinated Note (10% Cash, 2% PIK, Due 07/19)
|
|
14,627,550
|
|
|
14,425,310
|
|
|
14,425,310
|
|
|||
|
|
Class A Common Units (1,268 units)
|
|
|
|
118,110
|
|
|
118,110
|
|
||||||
|
|
Class A Preferred Units (132 units)
|
|
|
|
131,890
|
|
|
131,890
|
|
||||||
|
|
|
|
14,627,550
|
|
|
14,675,310
|
|
|
14,675,310
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Library Systems & Services, LLC (0%)*
|
|
Municipal Business Services
|
|
Common Unit Warrants (112 units)
|
|
|
|
58,995
|
|
|
2,205,000
|
|
||||
|
|
|
|
|
58,995
|
|
|
2,205,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Magpul Industries Corp. (2%)*
|
|
Firearm Accessories Manufacturer and Distributor
|
|
Preferred Units (1,470 units)
|
|
|
|
1,470,000
|
|
|
2,146,000
|
|
||||
|
Common Units (30,000 units)
|
|
|
|
30,000
|
|
|
6,457,000
|
|
|||||||
|
|
|
|
|
1,500,000
|
|
|
8,603,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Media Storm, LLC (2%)*
|
|
Marketing Services
|
|
Subordinated Note (10% Cash, Due 08/19)
|
|
8,000,000
|
|
|
7,920,035
|
|
|
7,920,035
|
|
|||
Membership Units (1,216,204 units)
|
|
|
|
1,176,957
|
|
|
1,773,000
|
|
||||||||
|
|
8,000,000
|
|
|
9,096,992
|
|
|
9,693,035
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Micross Solutions LLC (3%)*
|
|
Provider of Semiconductor Products and Services
|
|
Subordinated Note (12% Cash, 2% PIK, Due 06/18)
|
|
10,941,962
|
|
|
10,816,642
|
|
|
10,816,642
|
|
|||
Class A-2 Common Units (1,580,559 units)
|
|
|
|
1,580,599
|
|
|
1,563,000
|
|
||||||||
|
|
10,941,962
|
|
|
12,397,241
|
|
|
12,379,642
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Minco Technology Labs, LLC (1%)*
|
|
Semiconductor Distribution
|
|
Subordinated Note (6.5% Cash, 3.5% PIK, Due 12/16)
(6)
|
|
6,030,557
|
|
|
5,484,627
|
|
|
3,000,000
|
|
|||
Class A Units (5,000 HoldCo. units)
|
|
|
|
500,000
|
|
|
—
|
|
||||||||
Class A Units (3,907 OpCo. units)
|
|
|
|
3,907
|
|
|
—
|
|
||||||||
|
|
6,030,557
|
|
|
5,988,534
|
|
|
3,000,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
My Alarm Center, LLC (0%)*
|
|
Security Company
|
|
Preferred Units (2,000,000 units)
|
|
|
|
2,000,000
|
|
|
1,947,000
|
|
||||
|
|
|
|
|
|
2,000,000
|
|
|
1,947,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Novolyte Technologies, Inc. (0%)*
|
|
Specialty Manufacturing
|
|
Common Units (24,522 units)
|
|
|
|
43,905
|
|
|
41,000
|
|
||||
|
|
|
|
|
43,905
|
|
|
41,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
On Event Services, LLC (2%)*
|
|
Equipment Rentals to Conference Venues and Live Events
|
|
Subordinated Note (10% Cash, 2% PIK, Due 01/19)
|
|
9,845,484
|
|
|
9,665,943
|
|
|
9,665,943
|
|
|||
|
|
|
9,845,484
|
|
|
9,665,943
|
|
|
9,665,943
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
PCX Aerostructures, LLC (5%)*
|
|
Aerospace Component Manufacturer
|
|
Subordinated Note (11% Cash, 3% PIK, Due 04/19)
|
|
19,130,125
|
|
|
18,763,736
|
|
|
18,763,736
|
|
|||
|
Series A Preferred Stock (3,980 shares)
|
|
|
|
3,980,000
|
|
|
3,980,000
|
|
|||||||
|
Class A Common Stock (80,000 shares)
|
|
|
|
20,000
|
|
|
20,000
|
|
|||||||
|
|
|
19,130,125
|
|
|
22,763,736
|
|
|
22,763,736
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Performance Health & Wellness Holdings, Inc. (2%)*
|
|
Designer and Manufacturer of Rehabilitation and Wellness Products
|
|
Subordinated Note (12% Cash, 1% PIK, Due 04/19)
|
|
6,701,556
|
|
|
6,545,314
|
|
|
6,614,000
|
|
|||
|
Class A Limited Partnership Units (15,000 units)
|
|
|
|
1,500,000
|
|
|
1,733,000
|
|
|||||||
|
|
|
6,701,556
|
|
|
8,045,314
|
|
|
8,347,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
PetroLiance, LLC (3%)*
|
|
Lubricant, Fuel and Ancillary Products Distributor
|
|
Subordinated Note (12% Cash, 0.5% PIK, Due 08/19)
|
|
12,030,196
|
|
|
11,806,150
|
|
|
11,806,150
|
|
|||
|
Class A Units (1,142,857 Units)
|
|
|
|
1,200,000
|
|
|
2,117,000
|
|
|||||||
|
|
|
12,030,196
|
|
|
13,006,150
|
|
|
13,923,150
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
TRIANGLE CAPITAL CORPORATION
Unaudited Consolidated Schedule of Investments
June 30, 2014
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1)(2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
(3)
|
||||||
PowerDirect Marketing, LLC (1%)*
|
|
Marketing Services
|
|
Subordinated Note (13% Cash, 2% PIK, Due 12/16)
|
|
$
|
6,982,947
|
|
|
$
|
6,613,149
|
|
|
$
|
5,990,000
|
|
Common Unit Purchase Warrants
|
|
|
|
590,200
|
|
|
—
|
|
||||||||
|
|
6,982,947
|
|
|
7,203,349
|
|
|
5,990,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Sheplers, Inc. (3%)*
|
|
Western Apparel Retailer
|
|
Subordinated Note (13.2% Cash, Due 12/16)
|
|
8,750,000
|
|
|
8,623,153
|
|
|
8,623,153
|
|
|||
Subordinated Note (10% Cash, 7% PIK, Due 12/17)
|
|
4,467,763
|
|
|
4,425,657
|
|
|
4,425,657
|
|
|||||||
|
|
|
13,217,763
|
|
|
13,048,810
|
|
|
13,048,810
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Snacks Holding Corporation (3%)*
|
|
Trail Mixes and Nut Manufacturer and Marketer
|
|
Subordinated Note (12% Cash, 1% PIK, Due 05/20)
|
|
5,056,219
|
|
|
5,022,373
|
|
|
5,056,219
|
|
|||
Preferred A Units (22,368 units)
|
|
|
|
1,053,897
|
|
|
3,189,000
|
|
||||||||
Preferred B Units (10,380 units)
|
|
|
|
25,337
|
|
|
744,000
|
|
||||||||
Common Units (190,935 units)
|
|
|
|
150,000
|
|
|
5,451,000
|
|
||||||||
Common Stock Warrants (14,558 shares)
|
|
|
|
14,558
|
|
|
591,000
|
|
||||||||
|
|
|
5,056,219
|
|
|
6,266,165
|
|
|
15,031,219
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
SPC Partners V, LP (0%)*
(4)
|
|
Multi-Sector Holdings
|
|
0.7% Limited Partnership Interest
|
|
|
|
545,801
|
|
|
545,801
|
|
||||
|
|
|
|
|
|
545,801
|
|
|
545,801
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Specialized Desanders, Inc. (3%)*
(4)
|
|
Sand and Particulate Removal Equipment Provider for Oil and Gas Companies
|
|
Subordinated Note (12% Cash, 2% PIK, Due 03/19)
|
|
11,806,363
|
|
|
11,597,404
|
|
|
11,230,663
|
|
|||
Class C Common Stock (2,000,000 shares)
|
|
|
|
1,937,421
|
|
|
2,699,000
|
|
||||||||
|
|
|
11,806,363
|
|
|
13,534,825
|
|
|
13,929,663
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Stella Environmental Services, LLC (0%)*
|
|
Waste Transfer Stations
|
|
Common Stock Purchase Warrants (2,500 shares)
|
|
|
|
20,000
|
|
|
819,000
|
|
||||
|
|
|
|
|
|
20,000
|
|
|
819,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
The Krystal Company (1%)*
|
|
Restaurant
|
|
Class A Units of Limited Partnership (2,000 units)
|
|
|
|
—
|
|
|
3,338,000
|
|
||||
|
|
|
|
|
|
—
|
|
|
3,338,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Tomich Brothers, LLC (3%)*
|
|
Squid and Wetfish Processor and Distributor
|
|
Subordinated Note (7.5% Cash, 7.5% PIK, Due 04/16)
|
|
12,934,198
|
|
|
12,788,869
|
|
|
11,459,000
|
|
|||
|
|
|
12,934,198
|
|
|
12,788,869
|
|
|
11,459,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Top Knobs USA, Inc. (0%)*
|
|
Hardware Designer and Distributor
|
|
Common Stock (26,593 shares)
|
|
|
|
402,828
|
|
|
1,557,828
|
|
||||
|
|
|
|
|
402,828
|
|
|
1,557,828
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Trinity Consultants Holdings, Inc. (2%)*
|
|
Air Quality Consulting Services
|
|
Subordinated Note (12% Cash, 2% PIK, Due 04/19)
|
|
8,411,155
|
|
|
8,303,253
|
|
|
8,303,253
|
|
|||
Series A Preferred Stock (10,000 units)
|
|
|
|
785,775
|
|
|
1,033,000
|
|
||||||||
Common Stock (50,000 units)
|
|
|
|
50,000
|
|
|
764,000
|
|
||||||||
|
|
|
8,411,155
|
|
|
9,139,028
|
|
|
10,100,253
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
TrustHouse Services Group, Inc. (0%)*
|
|
Food Management Services
|
|
Class A Units (1,557 units)
|
|
|
|
69,302
|
|
|
195,881
|
|
||||
|
Class B Units (82 units)
|
|
|
|
3,647
|
|
|
7,089
|
|
|||||||
|
Class E Units (838 units)
|
|
|
|
101,532
|
|
|
112,555
|
|
|||||||
|
|
|
|
|
|
174,481
|
|
|
315,525
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
United Biologics, LLC (3%)*
|
|
Allergy Immunotherapy
|
|
Subordinated Note (12% Cash, 2% PIK, Due 03/17)
|
|
12,740,037
|
|
|
12,047,932
|
|
|
12,047,932
|
|
|||
|
Class A Common Stock (177,935 shares)
|
|
|
|
1,999,989
|
|
|
1,760,000
|
|
|||||||
|
Class A-1 Common Stock (18,818 shares)
|
|
|
|
137,324
|
|
|
137,000
|
|
|||||||
|
Class A-1 Common Kicker Stock (14,114 shares)
|
|
|
|
—
|
|
|
—
|
|
|||||||
|
Class A & Class B Unit Purchase Warrants
|
|
|
|
838,117
|
|
|
360,000
|
|
|||||||
|
|
|
|
12,740,037
|
|
|
15,023,362
|
|
|
14,304,932
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
United Retirement Plan Consultants, Inc. (0%)*
|
|
Retirement Plan Administrator
|
|
Preferred A Units (90,000 units)
|
|
|
|
900,000
|
|
|
978,000
|
|
||||
Common Units (10,000 units)
|
|
|
|
100,000
|
|
|
60,000
|
|
||||||||
|
|
|
|
|
|
1,000,000
|
|
|
1,038,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
TRIANGLE CAPITAL CORPORATION
Unaudited Consolidated Schedule of Investments
June 30, 2014
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1)(2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
(3)
|
||||||
Frank Entertainment Group, LLC
(2%)*
|
|
Movie Theatre and Family Entertainment Complex Owner and Operator
|
|
Senior Note (10% Cash, 3.8% PIK, Due 06/18)
|
|
$
|
6,222,054
|
|
|
$
|
6,087,054
|
|
|
$
|
6,087,054
|
|
|
|
Redeemable Preferred Units (10.5% Cash)
|
|
|
|
3,368,000
|
|
|
3,368,000
|
|
||||||
|
|
Class A Common Units
|
|
|
|
1,000,000
|
|
|
1,000,000
|
|
||||||
|
|
Class A Common Warrants
|
|
|
|
632,000
|
|
|
632,000
|
|
||||||
|
|
|
|
6,222,054
|
|
|
11,087,054
|
|
|
11,087,054
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Main Street Gourmet, LLC (1%)*
|
|
Baked Goods Provider
|
|
Jr. Subordinated Notes (8% Cash, 2% PIK, Due 04/17)
|
|
755,091
|
|
|
744,742
|
|
|
744,742
|
|
|||
|
Preferred Units (233 units)
|
|
|
|
211,867
|
|
|
318,000
|
|
|||||||
|
Common B Units (3,000 units)
|
|
|
|
23,140
|
|
|
939,000
|
|
|||||||
|
Common A Units (1,652 units)
|
|
|
|
14,993
|
|
|
517,000
|
|
|||||||
|
|
|
|
755,091
|
|
|
994,742
|
|
|
2,518,742
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
PartsNow!, LLC (2%)*
|
|
Printer Parts Distributor
|
|
Subordinated Note (12% Cash, 3% PIK, Due 08/17)
|
|
11,629,845
|
|
|
11,478,066
|
|
|
10,712,000
|
|
|||
|
Member Units (1,500,000 units)
|
|
|
|
1,500,000
|
|
|
—
|
|
|||||||
|
Royalty Rights
|
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
|
11,629,845
|
|
|
12,978,066
|
|
|
10,712,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
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 (3%)*
|
|
Seed Manufacturing
|
|
Series A Preferred Stock (4,312 shares)
|
|
|
|
4,312,000
|
|
|
5,228,000
|
|
||||
Class A Common Stock (352,000 shares)
|
|
|
|
88,000
|
|
|
6,744,000
|
|
||||||||
|
|
|
|
|
|
4,400,000
|
|
|
11,972,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
QC Holdings, Inc. (0%)*
|
|
Lab Testing Services
|
|
Common Stock (5,594 shares)
|
|
|
|
563,602
|
|
|
402,000
|
|
||||
|
|
|
|
|
563,602
|
|
|
402,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Technology Crops International (2%)*
|
|
Supply Chain Management Services
|
|
Subordinated Note (12% Cash, 5% PIK, Due 03/15)
|
|
10,427,723
|
|
|
10,349,095
|
|
|
10,349,095
|
|
|||
Common Units (50 units)
|
|
|
|
500,000
|
|
|
225,000
|
|
||||||||
|
|
|
10,427,723
|
|
|
10,849,095
|
|
|
10,574,095
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Venture Technology Groups, Inc. (0%)*
|
|
Fluid and Gas Handling Products Distributor
|
|
Subordinated Note (12.5% Cash, 4% PIK, Due 09/16)
(6)
|
|
7,642,559
|
|
|
5,703,715
|
|
|
269,000
|
|
|||
Class A Units (1,000,000 units)
|
|
|
|
1,000,000
|
|
|
—
|
|
||||||||
|
|
7,642,559
|
|
|
6,703,715
|
|
|
269,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
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
|
|
|
1,352,000
|
|
||||||||
Common Unit Purchase Warrant (1,170,083 units)
|
|
|
|
748,900
|
|
|
—
|
|
||||||||
Common Units (153,219 units)
|
|
|
|
180,783
|
|
|
—
|
|
||||||||
|
|
|
|
|
6,485,001
|
|
|
1,352,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Wythe Will Tzetzo, LLC (2%)*
|
|
Confectionery Goods Distributor
|
|
Series A Preferred Units (99,829 units)
|
|
|
|
—
|
|
|
8,195,000
|
|
||||
|
|
|
|
|
|
—
|
|
|
8,195,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Subtotal Affiliate Investments
|
|
|
|
86,358,002
|
|
|
109,139,313
|
|
|
110,910,292
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Control Investments:
|
|
|
|
|
|
|
|
|
|
|
||||||
Buckingham SRC, Inc. (0%)*
|
|
Specialty Chemical Manufacturer
|
|
Subordinated Note (10.8% Cash, 0.25% PIK, Due 12/14)
|
|
2,160,348
|
|
|
250,000
|
|
|
—
|
|
|||
|
|
Common Stock Purchase Warrants
|
|
|
|
123,800
|
|
|
—
|
|
||||||
|
|
|
|
2,160,348
|
|
|
373,800
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
FCL Graphics, Inc. (“FCL”) and FCL Holding SPV, LLC (“SPV”) (1%)*
|
|
Commercial Printing Services
|
|
Senior Note-FCL (4.7% Cash, Due 09/16)
|
|
1,233,925
|
|
|
1,233,925
|
|
|
1,233,925
|
|
|||
Senior Note-FCL (7.8% Cash, 2% PIK, Due 09/16)
|
|
1,207,441
|
|
|
1,207,439
|
|
|
1,078,000
|
|
|||||||
Senior Note-SPV (1.9% Cash, 5.2% PIK, Due 09/16)
(5)
|
|
1,092,222
|
|
|
1,007,272
|
|
|
193,000
|
|
|||||||
Members Interests-SPV (299,875 units)
|
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
|
3,533,588
|
|
|
3,448,636
|
|
|
2,504,925
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
TRIANGLE CAPITAL CORPORATION
Unaudited Consolidated Schedule of Investments
June 30, 2014
|
||||||||||||||||
Portfolio Company
|
|
Industry
|
|
Type of Investment
(1)(2)
|
|
Principal
Amount
|
|
Cost
|
|
Fair
Value
(3)
|
||||||
Gerli & Company (0%)*
|
|
Specialty Woven Fabrics Manufacturer
|
|
Subordinated Note (13% Cash, Due 07/15)
(6)
|
|
$
|
468,544
|
|
|
$
|
375,000
|
|
|
$
|
375,000
|
|
Subordinated Note (8.5% Cash, Due 07/15)
(6)
|
|
3,957,712
|
|
|
3,000,000
|
|
|
441,000
|
|
|||||||
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
|
|
|
—
|
|
||||||||
|
|
|
4,426,256
|
|
|
4,491,440
|
|
|
816,000
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
SRC, Inc. (2%)*
|
|
Specialty Chemical Manufacturer
|
|
Common Stock (5,000 shares)
|
|
|
|
9,928,000
|
|
|
9,928,000
|
|
||||
|
|
|
|
|
|
9,928,000
|
|
|
9,928,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Subtotal Control Investments
|
|
|
|
10,120,192
|
|
|
18,241,876
|
|
|
13,248,925
|
|
|||||
|
|
|
|
|
|
|
|
|
||||||||
Total Investments, June 30, 2014 (165%)*
|
|
|
|
$
|
656,253,343
|
|
|
$
|
727,589,744
|
|
|
$
|
736,277,153
|
|
(1)
|
All debt investments are income producing, unless otherwise noted. Equity and equity-linked investments are non-income producing, unless otherwise noted.
|
(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. If at any time qualifying assets do not represent at least 70% of the Company's total assets, the Company will be precluded from acquiring any additional non-qualifying asset until such time as it complies with the requirements of Section 55(a).
|
(5)
|
PIK non-accrual investment
|
(6)
|
Non-accrual investment
|
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 Stock (138 shares)
|
|
|
|
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 Stock Warrants (998,680 shares)
|
|
|
|
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 Stock (900 shares)
|
|
|
|
900,000
|
|
|
981,000
|
|
||||||||
Common Stock (1,000,000 shares)
|
|
|
|
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 9/14)
|
|
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%)*
|
|
Municipal Business Services
|
|
Common Unit Warrants (112 units)
|
|
|
|
$
|
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 of 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)
(6)
|
|
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
|
|
|||
Class C Common Stock (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 (2,500 shares)
|
|
|
|
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%)*
|
|
Restaurant
|
|
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%)*
|
|
Lighting 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
|
|
Common 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 (5%)*
|
|
Seed Manufacturing
|
|
Subordinated Notes (12% Cash, 2% PIK, Due 11/17)
|
|
14,591,557
|
|
|
14,423,858
|
|
|
14,423,858
|
|
|||
Series A Preferred Stock (4,312 shares)
|
|
|
|
4,312,000
|
|
|
5,033,000
|
|
||||||||
Class A Common Stock (352,000 shares)
|
|
|
|
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)
(5)
|
|
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%)*
|
|
Confectionery 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 09/16)
|
|
1,271,233
|
|
|
1,271,233
|
|
|
1,271,233
|
|
|||
Senior Note-FCL (7.8% Cash, 2% PIK, Due 09/16)
|
|
1,195,370
|
|
|
1,195,368
|
|
|
1,062,000
|
|
|||||||
Senior Note-SPV (2.0% Cash, 5.3% PIK, Due 09/16)
(5)
|
|
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 (13% Cash, Due 07/15)
(6)
|
|
439,358
|
|
|
375,000
|
|
|
375,000
|
|
|||
Subordinated Note (8.5% Cash, Due 07/15)
(6)
|
|
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)
(6)
|
|
2,160,348
|
|
|
250,000
|
|
|
—
|
|
|||
|
|
Senior Revolver (9.3% Cash, Due 05/14)
(6)
|
|
374,999
|
|
|
376,195
|
|
|
376,195
|
|
|||||
|
|
Senior Term Loan (10.3% Cash, Due 05/14)
(6)
|
|
1,900,000
|
|
|
1,907,481
|
|
|
1,907,481
|
|
|||||
|
|
Debtor in Possession Loan (8.0% Cash, Due 01/14)
(6)
|
|
1,491,800
|
|
|
1,491,800
|
|
|
1,491,800
|
|
|||||
|
|
Subordinated Notes (12% Cash, 2% PIK, Due 09/14)
(6)
|
|
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, unless otherwise noted. Equity and equity-linked investments are non-income producing, unless otherwise noted.
|
(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. If at any time qualifying assets do not represent at least 70% of the Company's total assets, the Company will be precluded from acquiring any additional non-qualifying asset until such time as it complies with the requirements of Section 55(a).
|
(5)
|
PIK non-accrual investment
|
(6)
|
Non-accrual investment
|
|
Cost
|
|
Percentage of
Total Portfolio
|
|
Fair Value
|
|
Percentage of
Total Portfolio
|
||||||
June 30, 2014:
|
|
|
|
|
|
|
|
||||||
Subordinated debt and 2
nd
lien notes
|
$
|
587,708,385
|
|
|
81
|
%
|
|
$
|
561,884,054
|
|
|
76
|
%
|
Senior debt and 1
st
lien notes
|
50,582,722
|
|
|
7
|
|
|
50,453,283
|
|
|
7
|
|
||
Equity shares
|
79,946,810
|
|
|
11
|
|
|
113,790,816
|
|
|
15
|
|
||
Equity warrants
|
9,351,827
|
|
|
1
|
|
|
10,149,000
|
|
|
2
|
|
||
Royalty rights
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
$
|
727,589,744
|
|
|
100
|
%
|
|
$
|
736,277,153
|
|
|
100
|
%
|
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
|
%
|
For the quarter ended:
|
Total
companies
|
|
Percent of total
investments at
fair value
(1)
|
March 31, 2013
|
17
|
|
23%
|
June 30, 2013
|
13
|
|
27%
|
September 30, 2013
|
14
|
|
28%
|
December 31, 2013
|
14
|
|
21%
|
March 31, 2014
|
15
|
|
25%
|
June 30, 2014
|
15
|
|
31%
|
(1)
|
Exclusive of the fair value of new investments made during the quarter.
|
June 30, 2014:
|
Fair Value
|
|
Valuation
Model
|
|
Level 3
Inputs
|
|
Range of
Inputs
|
|
Weighted
Average
|
||
Subordinated debt and 2
nd
lien notes
|
$
|
554,412,054
|
|
|
Income
Approach
|
|
Required Rate of Return
|
|
8.3% – 25.0%
|
|
14.4%
|
|
|
|
|
Leverage Ratio
|
|
1.6x – 7.8x
|
|
3.9x
|
|||
|
|
|
|
Adjusted EBITDA
|
|
$1.1 million – $76.4 million
|
|
$17.1 million
|
|||
Subordinated debt and 2
nd
lien notes
|
7,472,000
|
|
|
Enterprise
Value Waterfall
Approach |
|
Adjusted EBITDA Multiple
|
|
5.3x – 5.5x
|
|
5.4x
|
|
|
|
|
|
Adjusted EBITDA
|
|
$0.8 million – $4.7 million
|
|
$2.0 million
|
|||
Senior debt and 1
st
lien notes
|
50,453,283
|
|
|
Income
Approach
|
|
Required Rate of Return
|
|
4.7% – 18.0%
|
|
13.1%
|
|
|
|
|
|
Leverage Ratio
|
|
0.0x – 7.0x
|
|
3.0x
|
|||
|
|
|
|
Adjusted EBITDA
|
|
$1.1 million – $5.5 million
|
|
$3.5 million
|
|||
Equity shares and warrants
|
123,939,816
|
|
|
Enterprise
Value Waterfall
Approach |
|
Adjusted EBITDA Multiple
|
|
3.8x – 12.7x
|
|
6.3x
|
|
|
|
|
|
Adjusted EBITDA
|
|
$0.8 million – $76.4 million
|
|
$13.9 million
|
|||
|
|
|
|
|
Revenue Multiple
|
|
1.3x – 4.0x
|
|
3.4x
|
||
|
|
|
|
|
Revenues
|
|
$8.6 million – $72.3 million
|
|
$59.4 million
|
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
|
|
Fair Value as of June 30, 2014
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Subordinated debt and 2
nd
lien notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
561,884,054
|
|
|
$
|
561,884,054
|
|
Senior debt and 1
st
lien notes
|
—
|
|
|
—
|
|
|
50,453,283
|
|
|
50,453,283
|
|
||||
Equity shares
|
—
|
|
|
—
|
|
|
113,790,816
|
|
|
113,790,816
|
|
||||
Equity warrants
|
—
|
|
|
—
|
|
|
10,149,000
|
|
|
10,149,000
|
|
||||
Royalty rights
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
736,277,153
|
|
|
$
|
736,277,153
|
|
|
|
|
|
|
|
|
|
||||||||
|
Fair Value as of 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
|
|
Six Months Ended
June 30, 2014:
|
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
|
$
|
514,467,575
|
|
|
$
|
45,968,765
|
|
|
$
|
79,935,246
|
|
|
$
|
23,928,603
|
|
|
$
|
73,000
|
|
|
$
|
664,373,189
|
|
New investments
|
137,230,617
|
|
|
10,200,175
|
|
|
16,777,550
|
|
|
632,000
|
|
|
—
|
|
|
164,840,342
|
|
||||||
Reclassifications
|
(3,964,597
|
)
|
|
(5,963,403
|
)
|
|
11,715,000
|
|
|
(1,787,000
|
)
|
|
—
|
|
|
—
|
|
||||||
Proceeds from sales of investments
|
—
|
|
|
—
|
|
|
(5,800,481
|
)
|
|
(11,020,560
|
)
|
|
—
|
|
|
(16,821,041
|
)
|
||||||
Loan origination fees received
|
(2,625,648
|
)
|
|
(212,778
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,838,426
|
)
|
||||||
Principal repayments received
|
(88,089,399
|
)
|
|
(116,058
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88,205,457
|
)
|
||||||
PIK interest earned
|
7,369,836
|
|
|
511,468
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,881,304
|
|
||||||
PIK interest payments received
|
(5,267,116
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,267,116
|
)
|
||||||
Accretion of loan discounts
|
644,575
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
644,575
|
|
||||||
Accretion of deferred loan origination revenue
|
1,722,418
|
|
|
61,185
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,783,603
|
|
||||||
Realized gain
|
126,617
|
|
|
—
|
|
|
2,055,808
|
|
|
9,571,750
|
|
|
—
|
|
|
11,754,175
|
|
||||||
Unrealized gain (loss)
|
269,176
|
|
|
3,929
|
|
|
9,107,693
|
|
|
(11,175,793
|
)
|
|
(73,000
|
)
|
|
(1,867,995
|
)
|
||||||
Fair value, end of period
|
$
|
561,884,054
|
|
|
$
|
50,453,283
|
|
|
$
|
113,790,816
|
|
|
$
|
10,149,000
|
|
|
$
|
—
|
|
|
$
|
736,277,153
|
|
Six Months Ended
June 30, 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
|
30,379,497
|
|
|
1,500,000
|
|
|
3,087,324
|
|
|
2,146,000
|
|
|
—
|
|
|
37,112,821
|
|
||||||
Reclassifications
|
8,769,569
|
|
|
(8,769,569
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Proceeds from sales of investments
|
—
|
|
|
—
|
|
|
(14,193,975
|
)
|
|
(1,196,052
|
)
|
|
—
|
|
|
(15,390,027
|
)
|
||||||
Loan origination fees received
|
(621,440
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(621,440
|
)
|
||||||
Principal repayments received
|
(83,973,518
|
)
|
|
(12,331,802
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(96,305,320
|
)
|
||||||
PIK interest earned
|
8,026,105
|
|
|
411,306
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,437,411
|
|
||||||
PIK interest payments received
|
(2,666,468
|
)
|
|
(507,608
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,174,076
|
)
|
||||||
Accretion of loan discounts
|
765,628
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
765,628
|
|
||||||
Accretion of deferred loan origination revenue
|
2,042,069
|
|
|
201,059
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,243,128
|
|
||||||
Realized gains
|
(4,609,887
|
)
|
|
—
|
|
|
9,106,025
|
|
|
816,392
|
|
|
—
|
|
|
5,312,530
|
|
||||||
Unrealized gain (loss)
|
5,438,645
|
|
|
13,660
|
|
|
(2,288,469
|
)
|
|
1,806,263
|
|
|
(56,000
|
)
|
|
4,914,099
|
|
||||||
Fair value, end of period
|
$
|
522,905,750
|
|
|
$
|
27,094,040
|
|
|
$
|
74,690,084
|
|
|
$
|
25,331,603
|
|
|
$
|
76,000
|
|
|
$
|
650,097,477
|
|
Issuance/Pooling Date
|
Maturity Date
|
|
Interest Rate as of June 30, 2014
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
SBA-Guaranteed Debentures:
|
|
|
|
|
|
|
|
||||
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
|
|
||
March 27, 2013
|
March 1, 2023
|
|
3.155%
|
|
30,000,000
|
|
|
30,000,000
|
|
||
SBA-Guaranteed LMI Debenture:
|
|
|
|
|
|
|
|
||||
September 14, 2010
|
March 1, 2016
|
|
2.508%
|
|
7,486,003
|
|
|
7,395,211
|
|
||
Credit Facility:
|
|
|
|
|
|
|
|
||||
June 26, 2013
|
September 17, 2017
|
|
3.309%
|
|
31,255,980
|
|
|
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
|
|
||
|
|
|
|
|
$
|
374,131,983
|
|
|
$
|
354,006,457
|
|
|
Six Months Ended
June 30, 2014 |
|
Six Months Ended
June 30, 2013 |
||||||
|
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
|
592,173
|
|
|
$23.80
|
|
290,198
|
|
|
$18.52
|
Shares granted during the period
|
282,630
|
|
|
$26.09
|
|
258,410
|
|
|
$28.51
|
Shares vested during the period
|
(201,634
|
)
|
|
$21.39
|
|
(7,455
|
)
|
|
$20.12
|
Unvested shares, end of period
|
673,169
|
|
|
$25.48
|
|
541,153
|
|
|
$23.27
|
|
Six Months Ended June 30,
|
||||||
|
2014
|
|
2013
|
||||
Per share data:
|
|
|
|
||||
Net asset value at beginning of period
|
$
|
16.10
|
|
|
$
|
15.30
|
|
Net investment income(1)
|
1.02
|
|
|
1.15
|
|
||
Net realized gain on investments(1)
|
0.42
|
|
|
0.19
|
|
||
Net unrealized appreciation on investments / foreign currency(1)
|
(0.10
|
)
|
|
0.14
|
|
||
Total increase from investment operations(1)
|
1.34
|
|
|
1.48
|
|
||
Cash dividends/distributions
|
(1.38
|
)
|
|
(1.08
|
)
|
||
Shares issued pursuant to Dividend Reinvestment Plan
|
0.02
|
|
|
0.02
|
|
||
Stock-based compensation
|
(0.11
|
)
|
|
(0.08
|
)
|
||
Loss on extinguishment of debt(1)
|
—
|
|
|
(0.02
|
)
|
||
Provision for taxes(1)
|
(0.03
|
)
|
|
—
|
|
||
Other(2)
|
0.01
|
|
|
—
|
|
||
Net asset value at end of period
|
$
|
15.95
|
|
|
$
|
15.62
|
|
Market value at end of period(3)
|
$
|
28.37
|
|
|
$
|
27.51
|
|
Shares outstanding at end of period
|
27,939,795
|
|
|
27,600,250
|
|
||
Net assets at end of period
|
$
|
445,774,416
|
|
|
$
|
431,092,029
|
|
Average net assets
|
$
|
448,378,127
|
|
|
$
|
426,653,208
|
|
Ratio of total expenses, including provision for taxes, to average net assets (annualized)
|
9.51
|
%
|
|
9.49
|
%
|
||
Ratio of net investment income to average net assets (annualized)
|
12.71
|
%
|
|
14.77
|
%
|
||
Portfolio turnover ratio
|
15.82
|
%
|
|
5.48
|
%
|
||
Total return(4)
|
7.59
|
%
|
|
12.16
|
%
|
||
Supplemental Data:
|
|
|
|
||||
Efficiency ratio(5)
|
20.78
|
%
|
|
19.56
|
%
|
(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)
|
Total return equals the change in the ending 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 on the first day of the period. Total return is not annualized.
|
(5)
|
Efficiency ratio equals general and administrative expenses divided by total investment income.
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Assets:
|
|
|
|
|
||||
Investments at fair value:
|
|
|
|
|
||||
Non-Control / Non-Affiliate investments (cost of $528,021,069 and $565,737,092 at December 31, 2013 and 2012, respectively)
|
|
$
|
546,043,946
|
|
|
$
|
579,078,939
|
|
Affiliate investments (cost of $107,418,051 and $123,019,204 at December 31, 2013 and 2012, respectively)
|
|
107,536,534
|
|
|
123,408,445
|
|
||
Control investments (cost of $18,378,665 and $11,474,208 at December 31, 2013 and 2012, respectively)
|
|
10,792,709
|
|
|
4,315,339
|
|
||
Total investments at fair value
|
|
664,373,189
|
|
|
706,802,723
|
|
||
Cash and cash equivalents
|
|
133,304,346
|
|
|
72,300,423
|
|
||
Interest and fees receivable
|
|
5,255,760
|
|
|
2,650,178
|
|
||
Prepaid expenses and other current assets
|
|
831,544
|
|
|
403,123
|
|
||
Deferred financing fees
|
|
11,063,716
|
|
|
12,323,430
|
|
||
Property and equipment, net
|
|
60,525
|
|
|
55,535
|
|
||
Total assets
|
|
$
|
814,889,080
|
|
|
$
|
794,535,412
|
|
Liabilities:
|
|
|
|
|
||||
Accounts payable and accrued liabilities
|
|
$
|
7,493,928
|
|
|
$
|
6,405,570
|
|
Interest payable
|
|
3,017,645
|
|
|
3,136,574
|
|
||
Taxes payable
|
|
1,064,544
|
|
|
3,210,989
|
|
||
Deferred income taxes
|
|
3,514,376
|
|
|
1,342,456
|
|
||
Borrowings under Credit Facility
|
|
11,221,246
|
|
|
—
|
|
||
Notes
|
|
149,500,000
|
|
|
149,500,000
|
|
||
SBA-guaranteed debentures payable
|
|
193,285,211
|
|
|
213,604,579
|
|
||
Total liabilities
|
|
369,096,950
|
|
|
377,200,168
|
|
||
Net Assets:
|
|
|
|
|
||||
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)
|
|
27,697
|
|
|
27,285
|
|
||
Additional paid in capital
|
|
409,042,893
|
|
|
403,322,097
|
|
||
Investment income in excess of distributions
|
|
8,610,735
|
|
|
6,783,161
|
|
||
Accumulated realized gains on investments
|
|
20,665,371
|
|
|
1,972,940
|
|
||
Net unrealized appreciation of investments
|
|
7,445,434
|
|
|
5,229,761
|
|
||
Total net assets
|
|
445,792,130
|
|
|
417,335,244
|
|
||
Total liabilities and net assets
|
|
$
|
814,889,080
|
|
|
$
|
794,535,412
|
|
Net asset value per share
|
|
$
|
16.10
|
|
|
$
|
15.30
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Investment income:
|
|
|
|
|
|
|
||||||
Loan interest, fee and dividend income:
|
|
|
|
|
|
|
||||||
Non-Control / Non-Affiliate investments
|
|
$
|
71,521,118
|
|
|
$
|
61,903,487
|
|
|
$
|
42,733,900
|
|
Affiliate investments
|
|
12,022,682
|
|
|
12,835,193
|
|
|
8,137,269
|
|
|||
Control investments
|
|
190,609
|
|
|
210,019
|
|
|
1,377,232
|
|
|||
Total loan interest, fee and dividend income
|
|
83,734,409
|
|
|
74,948,699
|
|
|
52,248,401
|
|
|||
Payment-in-kind interest income:
|
|
|
|
|
|
|
||||||
Non-Control / Non-Affiliate investments
|
|
12,661,244
|
|
|
11,486,261
|
|
|
8,321,758
|
|
|||
Affiliate investments
|
|
4,335,276
|
|
|
3,421,855
|
|
|
2,274,514
|
|
|||
Control investments
|
|
23,975
|
|
|
80,502
|
|
|
157,335
|
|
|||
Total payment-in-kind interest income
|
|
17,020,495
|
|
|
14,988,618
|
|
|
10,753,607
|
|
|||
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
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Interest and other financing fees
|
|
20,234,583
|
|
|
16,412,898
|
|
|
10,901,913
|
|
|||
General and administrative expenses
|
|
19,264,885
|
|
|
16,293,172
|
|
|
11,965,985
|
|
|||
Total operating expenses
|
|
39,499,468
|
|
|
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
|
|
15,882,401
|
|
|
3,869,571
|
|
|
1,894,677
|
|
|||
Affiliate investments
|
|
4,828,062
|
|
|
1,953,166
|
|
|
—
|
|
|||
Control investments
|
|
(2,290,919
|
)
|
|
838,039
|
|
|
9,078,810
|
|
|||
Net realized gains (losses)
|
|
18,419,544
|
|
|
6,660,776
|
|
|
10,973,487
|
|
|||
Net unrealized appreciation (depreciation):
|
|
|
|
|
|
|
||||||
Investments
|
|
1,811,265
|
|
|
(2,878,015
|
)
|
|
6,367,473
|
|
|||
Foreign currency borrowings
|
|
404,408
|
|
|
—
|
|
|
—
|
|
|||
Net unrealized appreciation (depreciation)
|
|
2,215,673
|
|
|
(2,878,015
|
)
|
|
6,367,473
|
|
|||
Net realized and unrealized gains (losses) on investments and foreign currency borrowings
|
|
20,635,217
|
|
|
3,782,761
|
|
|
17,340,960
|
|
|||
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%)*
|
|
Confectionery 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%)*
|
|
Confectionery 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.
|
(1)
|
Financial Statements
|
|
|
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
(2)
|
Exhibits
|
(a)
|
Articles of Amendment and Restatement of the Registrant (Incorporated by reference to Exhibit (a)(3) to the Registrant's Registration Statement on Form N-2/N-5, File No. 333-138418, filed on December 29, 2006)
|
(b)
|
Fourth Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on February 7, 2014)
|
(c)
|
Not Applicable
|
(d)(1)
|
Form of Common Stock Certificate (Incorporated by reference to Exhibit (d) to Post-Effective Amendment No. 1 to the Registration Statement on Form N-2/N-5, File No. 333-138418, filed on February 15, 2007)
|
(d)(2)
|
Form of Subscription Certificate*
|
(d)(3)
|
Form of Subscription Agent Agreement*
|
(d)(4)
|
Form of Warrant Agreement*
|
(d)(5)
|
Indenture, dated March 2, 2012 between the Registrant and the Bank of New York Mellon Trust Company, N.A. (Incorporated by reference to Exhibit (d)(5) to Post-Effective Amendment No. 2 to the Registration Statement on Form N-2, File No. 333-175160, filed on March 2, 2012)
|
(d)(6)
|
First Supplemental Indenture, dated March 2, 2012 between the Registrant and the Bank of New York Mellon Trust Company, N.A. (Incorporated by reference to Exhibit (d)(6) to Post-Effective Amendment No. 2 to the Registration Statement on Form N-2, File No. 333-175160, filed on March 2, 2012)
|
(d)(7)
|
Form of 7.00% Senior Note due 2019 (contained in the First Supplemental Indenture filed as Exhibit (d)(6) to Post-Effective Amendment No. 2 to the Registration Statement on Form N-2, File No. 333-175160, filed on March 2, 2012 and incorporated herein by reference)
|
(d)(8)
|
Second Supplemental Indenture, dated October 19, 2012 between the Registrant and the Bank of New York Mellon Trust Company, N.A. (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed October 19, 2012)
|
(d)(9)
|
Form of 6.375% Senior Note due 2022 (contained in the Second Supplemental Indenture filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed October 19, 2012 and incorporated herein by reference and incorporated herein by reference)
|
(d)(10)
|
Form of Preferred Stock Certificate*
|
(d)(11)
|
Statement of Eligibility of Trustee on Form T-1 (Incorporated by reference to Exhibit 99.2 to the Registrant’s Amendment No. 2 to the Registration Statement on Form N-2, File No. 333-175160, filed on March 2, 2012)
|
(d)(12)
|
Statement of Eligibility of Trustee on Form T-1 (Incorporated by reference to Form T-1 filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended, filed on October 15, 2012)
|
(e)
|
Dividend Reinvestment Plan (Incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on March 12, 2008)
|
(f)
|
Agreement to Furnish Certain Instruments (Incorporated by reference to Exhibit 4.19 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 25, 2009)
|
(g)
|
Not Applicable
|
(h)(1)
|
Form of Underwriting Agreement for Equity*
|
(h)(2)
|
Form of Underwriting Agreement for Debt*
|
(i)(1)
|
Form of Triangle Capital Corporation Non-employee Director Restricted Share Award Agreement (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on May 9, 2008)
|
(i)(2)
|
Form of Triangle Capital Corporation Executive Officer Restricted Share Award Agreement (Incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010, filed on March 9, 2011)
|
(i)(3)
|
Triangle Capital Corporation Executive Deferred Compensation Plan (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2012, filed on May 2, 2012)
|
(i)(4)
|
Triangle Capital Corporation 2012 Cash Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on May 2, 2012)
|
(i)(5)
|
Triangle Capital Corporation Amended and Restated 2007 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on May 2, 2012)
|
(j)(1)
|
Custody Agreement between the Registrant and Branch Banking and Trust Company dated June 20, 2014
|
(j)(2)
|
Custody Services Agreement between the Registrant and Fifth Third Bank dated January 6, 2012 (Incorporated by reference to Exhibit (j)(4) to Post-Effective Amendment No. 2 to the Registration Statement on Form N-2, File No. 333-175160, filed on March 2, 2012)
|
(k)(1)
|
Stock Transfer Agency Agreement between the Registrant and Computershare, Inc. (as successor to The Bank of New York) (Incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on March 12, 2008)
|
(k)(2)
|
Office Lease Agreement between 3700 Glenwood LLC and Triangle Capital Corporation dated March 27, 2008 (Incorporated by reference to Exhibit (k)(6) to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2, File No. 333-151930, filed on August 13, 2008)
|
(k)(3)
|
Amended and Restated Credit Agreement, dated September 18, 2012, among the Company, Branch Banking and Trust Company, Fifth Third Bank, Morgan Stanley Bank, N.A., ING Capital LLC, Stifel Financial Corporation, First Tennessee Bank National Association, Park Sterling Bank, Raymond James Bank, N.A. and CapStone Bank (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed on September 19, 2012)
|
(k)(4)
|
Supplement and Joinder Agreement between the Registrant, Branch Banking and Trust Company, Fifth Third Bank and Morgan Stanley Bank, N.A. dated November 1, 2011 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 2, 2011)
|
(k)(5)
|
General Security Agreement between the Registrant, 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 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on May 11, 2011)
|
(k)(6)
|
Equity Pledge Agreement between the Registrant, 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 (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed on May 11, 2011)
|
SEC registration fee
|
|
$
|
58,100
|
|
|
|
New York Stock Exchange additional listing fee
|
|
$
|
200,000
|
|
|
*
|
FINRA fee
|
|
$
|
50,500
|
|
|
|
Accounting fees and expenses
|
|
$
|
100,000
|
|
|
*
|
Legal fees and expenses
|
|
$
|
500,000
|
|
|
*
|
Printing and engraving
|
|
$
|
300,000
|
|
|
*
|
Miscellaneous fees and expenses
|
|
$
|
10,000
|
|
|
*
|
Total
|
|
$
|
1,218,600
|
|
|
*
|
*
|
Estimated for filing purposes.
|
•
|
Triangle Mezzanine Fund LLLP, a North Carolina limited liability limited partnership and wholly-owned subsidiary of the Registrant
|
•
|
Triangle Mezzanine Fund II LP, a Delaware limited partnership and wholly-owned subsidiary of the Registrant
|
•
|
Triangle Mezzanine Fund III LP, a Delaware limited partnership and wholly-owned subsidiary of the Registrant
|
•
|
New Triangle GP, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Registrant
|
•
|
New Triangle GP, LLC, a North Carolina limited liability company and wholly-owned subsidiary of the Registrant
|
•
|
ARC Industries Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant
|
•
|
Brantley Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant
|
•
|
Emerald Waste Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant
|
•
|
Energy Hardware Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant
|
•
|
Minco Holdings, Inc., a Delaware Corporation and wholly-owned subsidiary of the Registrant
|
•
|
Peaden Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant
|
•
|
SRC Worldwide, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant
|
•
|
Technology Crops Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant
|
|
|
|
Title of Class
|
Number of
Record
Holders
|
|
Common stock, $0.001 par value
|
63
|
|
7.00% Notes due 2019
|
1
|
|
6.375% Notes due 2022
|
1
|
|
TRIANGLE CAPITAL CORPORATION
|
||
|
||
By:
|
/s/ Garland S. Tucker, III
|
|
|
Name:
|
Garland S. Tucker, III
|
|
Title:
|
Chief Executive Officer & Chairman of the Board of Directors
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Garland S. Tucker, III
|
|
Chief Executive Officer
and Chairman of the Board
(Principal Executive Officer)
|
|
October 1, 2014
|
Garland S. Tucker, III
|
|
|
|
|
|
|
|
|
|
/s/ E. Ashton Poole
|
|
President and Chief Operating Officer
|
|
October 1, 2014
|
E. Ashton Poole
|
|
|
|
|
|
|
|
|
|
/s/ Steven C. Lilly
|
|
Chief Financial Officer,
Secretary and Director
(Principal Financial Officer)
|
|
October 1, 2014
|
Steven C. Lilly
|
|
|
|
|
|
|
|
|
|
/s/ Brent P. W. Burgess
|
|
Chief Investment Officer and Director
|
|
October 1, 2014
|
Brent P. W. Burgess
|
|
|
|
|
|
|
|
|
|
/s/ C. Robert Knox, Jr.
|
|
Controller (Principal Accounting Officer)
|
|
October 1, 2014
|
C. Robert Knox, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ W. McComb Dunwoody
|
|
Director
|
|
October 1, 2014
|
W. McComb Dunwoody
|
|
|
|
|
|
|
|
|
|
/s/ Benjamin S. Goldstein
|
|
Director
|
|
October 1, 2014
|
Benjamin S. Goldstein
|
|
|
|
|
|
|
|
|
|
/s/ Simon B. Rich, Jr.
|
|
Director
|
|
October 1, 2014
|
Simon B. Rich, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Sherwood H. Smith, Jr.
|
|
Director
|
|
October 1, 2014
|
Sherwood H. Smith, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Mark M. Gambill
|
|
Director
|
|
October 1, 2014
|
Mark M. Gambill
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
12/31/2009
|
|
Year Ended
12/31/2010
|
|
Year Ended
12/31/2011
|
|
Year Ended
12/31/2012
|
|
Year Ended
12/31/2013
|
|
Six Months Ended
6/30/2014
|
||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Increase (Decrease) in Net Assets Resulting from Operations
|
|
$
|
4,036,703
|
|
|
$
|
25,390,549
|
|
|
$
|
56,771,037
|
|
|
$
|
60,063,517
|
|
|
$
|
81,211,880
|
|
|
$
|
36,696,837
|
|
Add back: Income Tax Expense (Benefit) and Excise Taxes
|
|
149,841
|
|
|
220,740
|
|
|
908,416
|
|
|
551,830
|
|
|
539,561
|
|
|
853,343
|
|
||||||
Add back: Fixed Charges
|
|
7,264,409
|
|
|
8,147,006
|
|
|
11,059,503
|
|
|
17,242,709
|
|
|
20,647,256
|
|
|
10,298,055
|
|
||||||
Total Earnings
|
|
$
|
11,450,953
|
|
|
$
|
33,758,295
|
|
|
$
|
68,738,956
|
|
|
$
|
77,858,056
|
|
|
$
|
102,398,697
|
|
|
$
|
47,848,235
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest and other financing fees
|
|
$
|
7,264,409
|
|
|
$
|
7,782,380
|
|
|
$
|
10,901,913
|
|
|
$
|
16,412,898
|
|
|
$
|
20,234,583
|
|
|
$
|
10,298,055
|
|
Loss on extinguishment of debt
|
|
—
|
|
|
364,626
|
|
|
157,590
|
|
|
829,811
|
|
|
412,673
|
|
|
—
|
|
||||||
Total Fixed Charges
|
|
$
|
7,264,409
|
|
|
$
|
8,147,006
|
|
|
$
|
11,059,503
|
|
|
$
|
17,242,709
|
|
|
$
|
20,647,256
|
|
|
$
|
10,298,055
|
|
Ratio of Earnings to Fixed Charges
|
|
1.58
|
|
|
4.14
|
|
|
6.22
|
|
|
4.52
|
|
|
4.96
|
|
|
4.65
|
|
|
|
Year Ended
12/31/2009
|
|
Year Ended
12/31/2010
|
|
Year Ended
12/31/2011
|
|
Year Ended
12/31/2012
|
|
Year Ended
12/31/2013
|
|
Six Months Ended
6/30/2014
|
||||||||||||
Earnings (excluding unrealized gains/losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Increase (Decrease) in Net Assets Resulting from Operations
|
|
$
|
4,036,703
|
|
|
$
|
25,390,549
|
|
|
$
|
56,771,037
|
|
|
$
|
60,063,517
|
|
|
$
|
81,211,880
|
|
|
$
|
36,696,837
|
|
Add back: Income Tax Expense (Benefit) and Excise Taxes
|
|
149,841
|
|
|
220,740
|
|
|
908,416
|
|
|
551,830
|
|
|
539,561
|
|
|
853,343
|
|
||||||
Add back: Fixed Charges
|
|
7,264,409
|
|
|
8,147,006
|
|
|
11,059,503
|
|
|
17,242,709
|
|
|
20,647,256
|
|
|
10,298,055
|
|
||||||
Exclude: Unrealized (Gains) Losses
|
|
10,310,194
|
|
|
(10,940,689
|
)
|
|
(6,367,473
|
)
|
|
2,878,015
|
|
|
(2,215,673
|
)
|
|
2,705,684
|
|
||||||
Total Earnings (excluding unrealized gains/losses)
|
|
$
|
21,761,147
|
|
|
$
|
22,817,606
|
|
|
$
|
62,371,483
|
|
|
$
|
80,736,071
|
|
|
$
|
100,183,024
|
|
|
$
|
50,553,919
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest and other financing fees
|
|
$
|
7,264,409
|
|
|
$
|
7,782,380
|
|
|
$
|
10,901,913
|
|
|
$
|
16,412,898
|
|
|
$
|
20,234,583
|
|
|
$
|
10,298,055
|
|
Loss on extinguishment of debt
|
|
—
|
|
|
364,626
|
|
|
157,590
|
|
|
829,811
|
|
|
412,673
|
|
|
—
|
|
||||||
Total Fixed Charges
|
|
$
|
7,264,409
|
|
|
$
|
8,147,006
|
|
|
$
|
11,059,503
|
|
|
$
|
17,242,709
|
|
|
$
|
20,647,256
|
|
|
$
|
10,298,055
|
|
Ratio of Earnings (Excluding Unrealized Gain/Loss) to Fixed Charges
|
|
3.00
|
|
|
2.80
|
|
|
5.64
|
|
|
4.68
|
|
|
4.85
|
|
|
4.91
|
|
|
|
Year Ended
12/31/2009
|
|
Year Ended
12/31/2010
|
|
Year Ended
12/31/2011
|
|
Year Ended
12/31/2012
|
|
Year Ended
12/31/2013
|
|
Six Months Ended
6/30/2014
|
||||||||||||
Earnings (excluding unrealized and realized gains/losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Increase (Decrease) in Net Assets Resulting from Operations
|
|
$
|
4,036,703
|
|
|
$
|
25,390,549
|
|
|
$
|
56,771,037
|
|
|
$
|
60,063,517
|
|
|
$
|
81,211,880
|
|
|
$
|
36,696,837
|
|
Add back: Income Tax Expense (Benefit) and Excise Taxes
|
|
149,841
|
|
|
220,740
|
|
|
908,416
|
|
|
551,830
|
|
|
539,561
|
|
|
853,343
|
|
||||||
Add back: Fixed Charges
|
|
7,264,409
|
|
|
8,147,006
|
|
|
11,059,503
|
|
|
17,242,709
|
|
|
20,647,256
|
|
|
10,298,055
|
|
||||||
Exclude: Unrealized (Gains) Losses
|
|
10,310,194
|
|
|
(10,940,689
|
)
|
|
(6,367,473
|
)
|
|
2,878,015
|
|
|
(2,215,673
|
)
|
|
2,705,684
|
|
||||||
Exclude: Realized (Gains) Losses
|
|
(448,164
|
)
|
|
5,478,873
|
|
|
(10,973,487
|
)
|
|
(6,660,776
|
)
|
|
(18,419,544
|
)
|
|
(11,754,175
|
)
|
||||||
Total Earnings (excluding unrealized and realized gains/losses)
|
|
$
|
21,312,983
|
|
|
$
|
28,296,479
|
|
|
$
|
51,397,996
|
|
|
$
|
74,075,295
|
|
|
$
|
81,763,480
|
|
|
$
|
38,799,744
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest and other financing fees
|
|
$
|
7,264,409
|
|
|
$
|
7,782,380
|
|
|
$
|
10,901,913
|
|
|
$
|
16,412,898
|
|
|
$
|
20,234,583
|
|
|
$
|
10,298,055
|
|
Loss on extinguishment of debt
|
|
—
|
|
|
364,626
|
|
|
157,590
|
|
|
829,811
|
|
|
412,673
|
|
|
—
|
|
||||||
Total Fixed Charges
|
|
$
|
7,264,409
|
|
|
$
|
8,147,006
|
|
|
$
|
11,059,503
|
|
|
$
|
17,242,709
|
|
|
$
|
20,647,256
|
|
|
$
|
10,298,055
|
|
Ratio of Earnings (Excluding Unrealized Gain/Loss) to Fixed Charges
|
|
2.93
|
|
|
3.47
|
|
|
4.65
|
|
|
4.30
|
|
|
3.96
|
|
|
3.77
|
|
|
|
Per Note
|
|
Total
|
Public offering price
|
|
%
|
|
$
|
Underwriting discount (sales load)
|
|
%
|
|
$
|
Proceeds to us before expenses (1)
|
|
%
|
|
$
|
(1)
|
In addition to the information provided in this form of prospectus supplement, each prospectus supplement actually used in connection with an offering conducted pursuant to the registration statement to which this form of prospectus supplement is attached will be updated to include such other information as may then be required to be disclosed therein pursuant to applicable law or regulation as in effect as of the date of each such prospectus supplement, including, without limitation, additional information particular to the terms of each security offered thereby and any additional related risk factors or tax considerations pertaining thereto. The terms of the Notes or the provisions of the indenture governing the Notes may differ from the information provided in this form of prospectus supplement. This form of prospectus supplement is intended only to provide a rough approximation of the nature and type of disclosure that may appear in any actual prospectus supplement used for the purposes of offering securities pursuant to the registration statement to which this form of prospectus supplement is attached and, accordingly, the terms and description of the retail notes for which this form of prospectus supplement is to be used may differ from the information provided in this form of prospectus supplement. This form of prospectus supplement is not intended to and does not contain all of the information that would appear is any such actual prospectus supplement, and should not be used or relied upon in connection with any offer or sale of securities.
|
|
|
|
Page
|
About This Prospectus
|
|
Specific Terms of the Notes and the Offering
|
|
Special Note Regarding Forward-Looking Statements
|
|
The Company
|
|
Risk Factors
|
|
Selected Condensed Consolidated Financial and Other Data
|
|
Use of Proceeds
|
|
Capitalization
|
|
Ratios of Earnings to Fixed Charges
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Certain U.S. Federal Income Tax Consequences
|
|
Underwriting
|
|
Legal Matters
|
|
Privacy Notice
|
|
Available Information
|
|
Index to Financial Statements
|
|
|
|
Issuer
|
Triangle Capital Corporation
|
Title of the securities
|
% Notes due 20
|
Initial aggregate principal amount being offered
|
$
|
Over-allotment option
|
The underwriters may also purchase from us up to an additional $ aggregate principal amount of Notes to cover over-allotments, if any, within days of the date of this prospectus supplement.
|
Initial public offering price
|
% of the aggregate principal amount
|
Principal payable at maturity
|
% of the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the Trustee, Paying Agent, Registrar and Transfer Agent for the Notes or at such other office in New York City as we may designate.
|
Type of Note
|
Fixed rate note
|
Listing
|
We intend to list the Notes on the [New York Stock Exchange, or the NYSE], within days of the original issue date under the trading symbol “ .”
|
Interest rate
|
% per year
|
Day count basis
|
360-day year of twelve 30-day months
|
Original issue date
|
, 20
|
Stated maturity date
|
, 20
|
Date interest starts accruing
|
, 20
|
Interest payment dates
|
Every , , and commencing , 20 . If an interest payment date falls on a non-business day, the applicable interest payment will be made on the next business day and no additional interest will accrue as a result of such delayed payment.
|
Interest periods
|
The initial interest period will be the period from and including , 2012, to, but excluding, the initial interest payment date, and the subsequent interest periods will be the periods from and including an interest payment date to, but excluding, the next interest payment date or the stated maturity date, as the case may be.
|
Regular record dates for interest
|
Every , , and commencing , 20 .
|
Specified currency
|
U.S. Dollars
|
Place of payment
|
New York City
|
Ranking of Notes
|
The Notes will be our direct unsecured obligations and will rank:
|
|
- pari passu
with our current and future senior unsecured indebtedness, including without limitation, our 7.00% Notes due 2019, or the 2019 Notes, and our 6.375% Notes due 2022, or the 2022 Notes;
|
|
- senior to any of our future indebtedness that expressly provides it is subordinated to the Notes;
|
|
- effectively subordinated to all of our existing and future secured indebtedness (including indebtedness that is initially unsecured to which we subsequently grant security), to the extent of the value of the assets securing such indebtedness, including without limitation, borrowings under our $ million senior secured revolving credit facility, or the Credit Facility; and
|
|
- structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, including without limitation, the indebtedness of Triangle SBIC and Triangle SBIC II.
|
Denominations
|
We will issue the Notes in denominations of $25 and integral multiples of $ in excess thereof.
|
Business day
|
Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City are authorized or required by law or executive order to close.
|
Optional redemption
|
The Notes may be redeemed in whole or in part at any time or from time to time at our option on or after , 20 upon not less than days nor more than 60 days written notice by mail prior to the date fixed for redemption thereof, at a redemption price equal to % of the outstanding principal amount of the Notes plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to the date fixed for redemption.
|
|
You may be prevented from exchanging or transferring the Notes when they are subject to redemption. In case any Notes are to be redeemed in part only, the redemption notice will provide that, upon surrender of such Note, you will receive, without a charge, a new Note or Notes of authorized denominations representing the principal amount of your remaining unredeemed Notes.
|
|
Any exercise of our option to redeem the Notes will be done in compliance with the Investment Company Act of 1940, as amended, and the rules, regulations and interpretations promulgated thereunder, which we collectively refer to as the 1940 Act, to the extent applicable.
|
|
If we redeem only some of the Notes, the Trustee will determine the method for selection of the particular Notes to be redeemed, in accordance with the 1940 Act to the extent applicable and in accordance with the rules of any national securities exchange or quotation system on which the Notes are listed. Unless we default in payment of the redemption price, on and after the date of redemption, interest will cease to accrue on the Notes called for redemption.
|
Sinking fund
|
The Notes will not be subject to any sinking fund.
|
Repayment at option of Holders
|
Holders will not have the option to have the Notes repaid prior to the stated maturity date.
|
Defeasance
|
The Notes are subject to defeasance by us.
|
Covenant defeasance
|
The Notes are subject to covenant defeasance by us.
|
Form of Notes
|
The Notes will be represented by global securities that will be deposited and registered in the name of The Depository Trust Company, or DTC, or its nominee. This means that, except in limited circumstances, you will not receive certificates for the Notes. Beneficial interests in the Notes will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC. Investors may elect to hold interests in the Notes through either DTC, if they are a participant, or indirectly through organizations that are participants in DTC.
|
Trustee, Paying Agent, Registrar and Transfer Agent
|
The Bank of New York Mellon Trust Company, N.A.
|
Other covenants
|
In addition to any covenants described elsewhere in this prospectus supplement or the accompanying prospectus, the following covenants shall apply to the Notes:
|
|
- We agree that for the period of time during which the Notes are outstanding, we will not violate Section 18(a)(1) as modified by Section 61(a)(1) of the 1940 Act or any successor provisions, whether or not we continue to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to us by the SEC. These provisions generally prohibit us from (i) making additional borrowings, including through the issuance of additional debt or the sale of additional debt securities, unless our asset coverage, as defined in the 1940 Act, equals at least 200% after such borrowings, and (ii) declaring any cash dividend or distribution upon any class of our capital stock, or purchasing any such capital stock if our asset coverage, as defined in the 1940 Act, is below 200% at the time of the declaration of the dividend or distribution or the purchase and after deducting the amount of such dividend, distribution or purchase.
|
|
- If, at any time, we are not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, or the Exchange Act, to file any periodic reports with the SEC, we agree to furnish to holders of the Notes and the Trustee, for the period of time during which the Notes are outstanding, our audited annual consolidated financial statements, within 90 days of our fiscal year end, and unaudited interim consolidated financial statements, within 45 days of our fiscal quarter end (other than our fourth fiscal quarter). All such financial statements will be prepared, in all material respects, in accordance with applicable United States generally accepted accounting principles, or U.S. GAAP.
|
Events of default
|
You will have rights if an Event of Default occurs with respect to the Notes and is not cured.
|
|
The term “Event of Default” in respect of the Notes means any of the following:
|
|
- We do not pay the principal of any Note on its due date.
|
|
- We do not pay interest on any Note when due, and such default is not cured within 30 days.
|
|
- We remain in breach of any other covenant with respect to the Notes for 60 days after we receive a written notice of default stating we are in breach. The notice must be sent by either the Trustee or holders of at least 25% of the principal amount of the Notes.
|
|
- We file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur and in the case of certain orders or decrees entered against us under any bankruptcy law, such order or decree remains undischarged or unstayed for a period of 60 days.
|
|
- On the last business day of each of twenty-four consecutive calendar months, the Notes have an asset coverage of less than 100%.
|
Further issuances
|
We have the ability to issue additional debt securities under the indenture with terms different from the Notes and, without the consent of the holders thereof, to reopen the Notes and issue additional Notes.
|
Global Clearance and Settlement Procedures
|
Interests in the Notes will trade in DTC’s Same Day Funds Settlement System, and any permitted secondary market trading activity in such Notes will, therefore, be required by DTC to be settled in immediately available funds. None of the Company, the Trustee or the Paying Agent will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.
|
Use of proceeds
|
We estimate that the net proceeds we will receive from the sale of the $ million aggregate principal amount of Notes in this offering will be approximately $ million (or approximately $ million if the underwriters fully exercise their over-allotment option), in each case assuming a public offering price of % of par, after deducting the underwriting discount of $ million (or approximately $ million if the underwriters fully exercise their over-allotment option) payable by us and estimated offering expenses of approximately $ payable by us. We intend to use the net proceeds of this offering to invest in lower middle market companies in accordance with our investment objective and strategies and for working capital and general corporate purposes.
|
•
|
our future operating results;
|
•
|
our business prospects and the prospects of our portfolio companies;
|
•
|
the impact of the investments that we expect to make;
|
•
|
the valuation of our investments in portfolio companies, particularly those having no liquid trading market;
|
•
|
the ability of our portfolio companies to achieve their objectives;
|
•
|
our expected financings and investments;
|
•
|
the adequacy of our cash resources and working capital; and
|
•
|
the timing of cash flows, if any, from the operations of our portfolio companies.
|
•
|
changes in the economy;
|
•
|
risks associated with possible disruption in our operations or the economy generally due to terrorism; and
|
•
|
future changes in laws or regulations and conditions in our operating areas.
|
•
|
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
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
Taking Advantage of Low Cost Debentures Guaranteed by the SBA
. The licenses of Triangle SBIC and Triangle SBIC II to do business as SBICs allow them (subject to availability and continued regulatory compliance) 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 investment income beyond the levels achievable by other BDCs utilizing traditional leverage.
|
•
|
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.
|
•
|
Maintaining Industry 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. Notwithstanding our intent to invest across a variety of industries, 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.
|
•
|
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 generally do not invest in start-up companies, distressed situations, “turn-around” situations or companies that we believe have unproven business plans.
|
•
|
Experienced Management Teams With Meaningful Equity Ownership.
Based on our prior investment experience, we believe that a management team with significant experience with a portfolio company or relevant industry experience and meaningful equity ownership is essential to the long-term success of the portfolio company. We believe
|
•
|
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.
|
•
|
Varied Customer and Supplier Base.
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.
|
•
|
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.
|
•
|
issue securities or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness or other obligations that would be equal in right of payment to the Notes, (2) any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to the Notes to the extent of the values of the assets securing such debt, (3) indebtedness of ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to the Notes and (4) securities, indebtedness or obligations issued or incurred by our subsidiaries that would be senior to our equity interests in our subsidiaries and therefore rank structurally senior to the Notes with respect to the assets of our subsidiaries, in each case other than an incurrence of indebtedness or other obligation that would cause a violation of Section 18(a)(1) as modified by Section 61(a)(1) of the 1940 Act or any successor provisions, whether or not we continue to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to us by the SEC (these provisions generally prohibit us from (i) making additional borrowings, including through the issuance of additional debt or the sale of additional debt securities, unless our asset coverage, as defined in the 1940 Act, equals at least 200% after such borrowings, and (ii) declaring any cash dividend or distribution upon any class of our capital stock, or purchasing any such capital stock if our asset coverage, as defined in the 1940 Act, is below 200% at the time of the declaration of the dividend or distribution or the purchase and after deducting the amount of such dividend, distribution or purchase);
|
•
|
sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets);
|
•
|
enter into transactions with affiliates;
|
•
|
create liens (including liens on the shares of our subsidiaries) or enter into sale and leaseback transactions;
|
•
|
make investments; or
|
•
|
create restrictions on the payment of dividends or other amounts to us from our subsidiaries.
|
•
|
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.
|
•
|
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.
|
•
|
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 illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses.
|
|
|
|
As of , 20
|
|
(Unaudited)
|
Cash and cash equivalents
|
$
|
Debt:
|
|
SBA-guaranteed debentures payable
|
|
Borrowings under credit facility
|
|
2019 Senior Notes
|
|
2022 Senior Notes
|
|
Total Debt
|
|
Net Assets:
|
|
Common stock, par value $0.001 per share; shares authorized, shares outstanding
|
|
Additional paid-in capital
|
|
Investment income in excess of distributions
|
|
Accumulated realized gains on investments
|
|
Net unrealized appreciation of investments
|
|
Total net assets
|
|
Total capitalization
|
$
|
|
|
For the Year
Ended
December 31,
20
|
|
For the Year
Ended
December 31,
20
|
|
For the Year
Ended
December 31,
20
|
|
For the Year
Ended
December 31,
20
|
|
For the Year
Ended
December 31,
20
|
|
For the
Months Ended
,
20
|
Earnings to Fixed Charges(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 for the year ended December 31, 20 , for the year ended December 31, 20 , for the year ended December 31, 20 , for the year ended December 31, 20 , for the year ended December 31, 20 and for the months ended , 20 .
|
•
|
Excluding net realized and unrealized gains or losses, the earnings to fixed charges ratio would be for the year ended December 31, 20 , for the year ended December 31, 20 , for the year ended December 31, 20 , for the year ended December 31, 20 , for the year ended December 31, 20 and for the months ended , 20 .
|
•
|
banks, insurance companies and other financial institutions;
|
•
|
U.S. expatriates and certain former citizens or long-term residents of the United States;
|
•
|
holders subject to the alternative minimum tax;
|
•
|
dealers in securities or currencies;
|
•
|
traders in securities;
|
•
|
partnerships, S corporations or other pass-through entities;
|
•
|
U.S. holders (as defined below) whose functional currency is not the U.S. dollar;
|
•
|
controlled foreign corporations;
|
•
|
tax-exempt organizations;
|
•
|
passive foreign investment companies;
|
•
|
persons holding the Notes as part of a “straddle,” “hedge,” “conversion transaction” or other risk reduction transaction; and
|
•
|
persons deemed to sell the Notes under the constructive sale provisions of the Code.
|
•
|
an individual who is a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the “substantial presence” test under Section 7701(b) of the Code;
|
•
|
a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;
|
•
|
an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
|
•
|
a trust, if a U.S. court can exercise primary supervision over the administration of the trust and one or more “United States persons” within the meaning of Section 7701(a)(30) of the Code can control all substantial trust decisions, or, if the trust was in existence on August 20, 1996, and it has elected to continue to be treated as a United States person.
|
•
|
fails to furnish the holder’s taxpayer identification number (“TIN”), which, for an individual, ordinarily is his or her social security number;
|
•
|
furnishes an incorrect TIN;
|
•
|
is notified by the IRS that the holder has failed properly to report payments of interest or dividends; or
|
•
|
fails to certify, under penalties of perjury, that the holder has furnished a correct TIN and that the IRS has not notified the holder that the holder is subject to backup withholding.
|
•
|
such holder does not directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of all classes of our voting stock;
|
•
|
such holder is not a controlled foreign corporation that is related to us through actual or constructive stock ownership and is not a bank that received such note on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; and
|
•
|
either (1) the Non-U.S. holder certifies in a statement provided to us or the paying agent, under penalties of perjury, that it is not a “United States person” within the meaning of the Code and provides its name and address, (2) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and holds the note on behalf of the Non-U.S. holder certifies to us or the paying agent under penalties of perjury that it, or the financial institution between it and the Non-U.S. holder, has received from the Non-U.S. holder a statement, under penalties of perjury, that such holder is not a United States person and provides us or the paying agent with a copy of such statement or (3) the Non-U.S. holder holds its note directly through a “qualified intermediary” and certain conditions are satisfied.
|
•
|
the gain is effectively connected with the Non-U.S. holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, the Non-U.S. holder maintains a U.S. permanent establishment to which such gain is attributable); or
|
•
|
the Non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of sale, exchange or other disposition, certain conditions are met and the Non-U.S. holder is not eligible for relief under an applicable income tax treaty.
|
|
|
Name
|
Principal Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
$
|
|
|
|
|
Per Note
|
|
Without Option
|
|
With Option
|
Public offering price
|
|
|
|
%
|
|
$
|
|
$
|
Underwriting discount
|
|
|
|
%
|
|
|
|
|
Proceeds, before expenses, to us
|
|
|
|
%
|
|
|
|
|
•
|
The People and Companies that Make Up Triangle.
It is our policy that only our authorized employees who need to know your personal information will have access to it. Our personnel who violate our privacy policy are subject to disciplinary action.
|
•
|
Service Providers.
We may disclose your personal information to companies that provide services on our behalf, such as record keeping, processing your trades, and mailing you information. These companies are required to protect your information and use it solely for the purpose for which they received it.
|
•
|
Courts and Government Officials.
If required by law, we may disclose your personal information in accordance with a court order or at the request of government regulators. Only that information required by law, subpoena, or court order will be disclosed.
|
|
|
Page
|
|
Section 1.
|
Definitions
|
1
|
|
Section 2.
|
Delivery of Investment Files
|
2
|
|
Section 3.
|
Receipt of Investment Files
|
3
|
|
Section 4.
|
Obligations of the Custodian
|
3
|
|
Section 5.
|
Representations and Warranties of the Custodian
|
4
|
|
Section 6.
|
Trust Receipts
|
5
|
|
Section 7.
|
Future Defects
|
6
|
|
Section 8.
|
Release
|
6
|
|
Section 9.
|
Procedures Upon Default
|
8
|
|
Section 10.
|
Fees and Expenses of Custodian
|
9
|
|
Section 11.
|
Removal of Custodian
|
9
|
|
Section 12.
|
Examination of Investment Files
|
9
|
|
Section 13.
|
Insurance of Custodian
|
10
|
|
Section 14.
|
Counterparts
|
10
|
|
Section 15.
|
Governing Law/Submission to Jurisdiction
|
10
|
|
Section 16.
|
Copies of Documents from Investment Files
|
10
|
|
Section 17.
|
Resignation of Custodian
|
10
|
|
Section 18.
|
Term of Agreement
|
11
|
|
Section 19.
|
Notices
|
11
|
|
Section 20.
|
Successors and Assigns
|
12
|
|
Section 21.
|
Liability of the Custodian
|
12
|
|
Section 22.
|
Indemnification
|
12
|
|
Section 23.
|
Custodian’s Reliance
|
12
|
|
Section 24.
|
Merger or Consolidation of Custodian
|
13
|
|
Section 25.
|
Transmission of Investment Files
|
13
|
|
Section 26.
|
Authorized Representatives
|
13
|
|
Section 27.
|
Reproduction of Documents
|
13
|
|
Section 28.
|
Force Majeure
|
14
|
|
Section 29.
|
Confidentiality Agreement
|
14
|
|
Section 30.
|
No Amendments
|
14
|
|
Section 31.
|
Express Duties
|
14
|
|
Section 32.
|
Enforcement of Rights
|
14
|
|
Section 33.
|
No Proceedings
|
15
|
|
Section 34.
|
Custody Agreement
|
15
|
|
|
|
|
|
Exhibit 1
|
Intentionally Omitted
|
|
|
Exhibit 2
|
Trust Receipt
|
|
|
Exhibit 3
|
Request and Receipt for Release of Documents
|
|
|
Exhibit 4
|
Authorized Representatives of the Agent and Information for Notices
|
|
|
Exhibit 5
|
Authorized Representatives of the Borrower
|
|
|
Exhibit 6
|
Authorized Representatives of the Custodian
|
|
|
Exhibit 7
|
Form of List of Portfolio Investments
|
|
|
Exhibit 8
|
Form of Comfort Letter
|
|
|
Exhibit 9
|
Form of Bailee Letter
|
|
|
Exhibit 10
|
Form of Certification of Sale, Exchange, Transfer or Liquidation
|
|
By:
|
/s/ Steven C. Lilly
|
Title:
|
CFO
|
By:
|
/s/ Roger Lieber
|
By:
|
/s/ William B. Keene
|
Title:
|
Vice President
|
Re:
|
Amended and Restated Custodial Agreement dated as of June 20, 2014 between Triangle Capital Corporation, as Borrower and Branch Banking and Trust Company, Institutional Services Trust Operations, as Custodian, and Branch Banking and Trust Company, as Agent
|
To:
|
BB&T Institutional Services Trust Operations
|
Re:
|
Amended and Restated Custodial Agreement dated as of _____________, 2014 between Triangle Capital Corporation, as Borrower and Branch Banking and Trust Company, Institutional Services Trust Operations, as Custodian, and Branch Banking and Trust Company, as Administrative Agent
|
¨
1.
|
Portfolio Investment Paid in Full
|
¨
2.
|
Portfolio Investment Sold, Exchanged or Transferred
|
¨
3.
|
Portfolio Investment Liquidated By___________________
|
¨
4.
|
Portfolio Investment being enforced
|
¨
5.
|
Other (explain)___________________________________________
|
Name
|
Title
|
Matthew Rush
|
Authorized Agent
|
Michael Skorich
|
Authorized Agent
|
Jack Frost
|
Authorized Agent
|
Brent Keene
|
Authorized Agent
|
Name
|
Title
|
Steven C. Lilly
C. Robert Knox
|
Chief Financial Officer
Principal Accounting Officer
|
|
|
Sheri Blair Colquitt
|
Vice President - Investor Relations
|
|
|
Thomas F. Moses
|
Vice President and Treasurer
|
Name
|
Title
|
Tanji Bass
|
Custody Administrator
|
Pamela Martin
|
Custody Administrator
|
Wendy Davis
|
Manager, Vice President
|
Roger Lieber
|
Senior Vice President
|
To:
|
BB&T Institutional Services Trust Operations
|
To:
|
BB&T Institutional Services Trust Operations
|
Re:
|
[
Identify Portfolio Investment
] (the “Portfolio Investment”)
|