UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K
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(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the fiscal
year ended December 31,
2010
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to
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Commission file number
001-33130
Triangle Capital
Corporation
(Exact name of registrant as
specified in its charter)
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Maryland
(State or other jurisdiction
of
incorporation or organization)
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06-1798488
(I.R.S. Employer
Identification No.)
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3700 Glenwood Avenue, Suite 530,
Raleigh, North Carolina
(Address of principal
executive offices)
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27612
(Zip Code)
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Registrants telephone number, including area code:
(919) 719-4770
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.001 per share
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The New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the
Act:
None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o No
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Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No
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Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No
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Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such
files). Yes o No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company o
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Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes o No þ
The aggregate market value of the voting common stock held by
non-affiliates of the registrant as of June 30, 2010 was
approximately $160,898,731.
The number of shares outstanding of the registrants Common
Stock on March 7, 2011 was 18,508,090.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions of the Registrants definitive Proxy Statement
relating to the 2011 Annual Meeting of Stockholders, to be filed
with the Securities and Exchange Commission, are incorporated by
reference in Part III of this Annual Report on
Form 10-K,
and certain exhibits previously filed with the Securities and
Exchange commission are incorporated by reference into
Part IV of this Annual Report.
TRIANGLE
CAPITAL CORPORATION
TABLE OF
CONTENTS
ANNUAL
REPORT ON
FORM 10-K
For the Fiscal Year Ended December 31, 2010
1
FORWARD-LOOKING
STATEMENTS
This Annual Report contains forward-looking statements which
are subject to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Statements that are
not historical are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Some of
the statements in this Annual Report constitute forward-looking
statements because they relate to future events or our future
performance or financial condition. Forward-looking statements
may include, among other things, statements as to 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. Words such as
expect, anticipate, target,
goals, project, intend,
plan, believe, seek,
estimate, continue,
forecast, may, should,
potential, variations of such words, and similar
expressions indicate a forward-looking statement, although not
all forward-looking statements include these words. Readers are
cautioned that the forward-looking statements contained in this
Annual Report are only predictions, are not guarantees of future
performance, and are subject to risks, events, uncertainties and
assumptions that are difficult to predict. Our actual results
could differ materially from those implied or expressed in the
forward-looking statements for any reason, including the factors
discussed in Item 1A entitled Risk Factors in
Part I of this Annual Report and elsewhere in this Annual
Report. Other factors that could cause actual results to differ
materially include 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. These statements are based on
our current expectations, estimates, forecasts, information and
projections about the industry in which we operate and the
beliefs and assumptions of our management as of the date of this
Annual Report. We assume no obligation to update or revise any
forward-looking statements, whether as a result of new
information, future events or otherwise, unless we are required
to do so by law. Although we undertake no obligation to revise
or update any forward-looking statements, whether as a result of
new information, future events or otherwise, you are advised to
consult any additional disclosures that we may make directly to
you or through reports that we in the future may file with the
SEC, including annual reports on
Form 10-K,
quarterly reports on
Form 10-Q
and current reports on
Form 8-K.
2
PART I
We are a Maryland corporation incorporated on October 10,
2006, for the purposes of acquiring 100% of the equity interests
in Triangle Mezzanine Fund LLLP (the Fund) and
its general partner, Triangle Mezzanine LLC (TML),
raising capital in our initial public offering, which was
completed in February 2007 (the IPO) and thereafter
operating as an internally managed business development company
(BDC) under the Investment Company Act of 1940 (the
1940 Act). On December 15, 2009, Triangle
Mezzanine Fund II, LP (Fund II) was
organized as a limited partnership under the laws of the State
of Delaware. The Funds Small Business Investment Company
(SBIC) license became effective on
September 11, 2003 and Fund IIs SBIC license
became effective on May 26, 2010. Unless otherwise noted,
the terms we, us, our and
Triangle refer to the Fund prior to the IPO and to
Triangle Capital Corporation and its subsidiaries, including the
Fund and Fund II, after the IPO. At the time of closing of
the IPO, we consummated the following formation transactions
(Formation Transactions):
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We acquired 100% of the limited partnership interests in the
Fund, which became our wholly owned subsidiary, retained its
license by the United States Small Business Administration (the
SBA) to operate as an SBIC, continued to hold its
existing investments and made new investments with the net
proceeds of the IPO.
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We acquired 100% of the equity interests in TML.
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The IPO consisted of the sale of 4,770,000 shares of our
common stock at a price of $15.00 per share, resulting in net
proceeds to us of approximately $64.7 million after
deducting offering costs. As a result of the IPO and the
Formation Transactions described above, we and the Fund are
closed-end, non-diversified investment companies that have
elected to be treated as BDCs under the 1940 Act.
Our headquarters are in Raleigh, North Carolina, and our
Internet address is www.tcap.com. We are not including the
information contained on our website as a part of, or
incorporating it by reference into, this Annual Report on
Form 10-K.
We make available free of charge through our website our Annual
Reports on
Form 10-K,
Quarterly Reports on
Form 10-Q,
Current Reports on
Form 8-K,
and amendments to these reports, as soon as reasonably
practicable after we electronically file such material with, or
furnish such material to, the Securities and Exchange
Commission. Copies of this Annual Report and other reports are
also available without charge upon written request to us.
Overview
of our Business
We are a specialty finance company that provides customized
financing to lower middle market companies located throughout
the United States. We define lower middle market companies as
those having annual revenues between $10.0 and
$100.0 million. Our investment objective is to seek
attractive returns by generating current income from our debt
investments and capital appreciation from our equity related
investments. Our investment philosophy is to partner with
business owners, management teams and financial sponsors to
provide flexible financing solutions to fund growth, changes of
control, or other corporate events. We invest primarily in
subordinated debt securities secured by second lien security
interests in portfolio company assets, coupled with equity
interests. On a more limited basis, we also invest in senior
debt securities secured by first lien security interests in
portfolio companies.
We focus on investments in companies with a history of
generating revenues and positive cash flow, an established
market position and a proven management team with a strong
operating discipline. Our target portfolio company has annual
revenues between $20.0 and $100.0 million and annual
earnings before interest, taxes, depreciation and amortization
(EBITDA) between $3.0 and $20.0 million. We
believe that these companies have less access to capital and
that the market for such capital is underserved relative to
larger companies. Companies of this size are generally privately
held and are less well known to traditional capital sources such
as commercial and investment banks.
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Our investments generally range from $5.0 to $15.0 million
per portfolio company. In certain situations, we have partnered
with other funds to provide larger financing commitments. We are
continuing to operate the Fund and Fund II as SBICs and to
utilize the proceeds of the sale of SBA-guaranteed debentures,
referred to herein as SBA leverage, to enhance returns to our
stockholders. As of December 31, 2010, we had investments
in 48 portfolio companies, with an aggregate cost of
$324.0 million.
Our
Business Strategy
We seek attractive returns by generating current income from our
debt investments and capital appreciation from our equity
related investments by:
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Focusing on Underserved Markets. We believe
that broad-based consolidation in the financial services
industry coupled with operating margin and growth pressures have
caused financial institutions to de-emphasize services to lower
middle market companies in favor of larger corporate clients and
capital market transactions. We believe these dynamics have
resulted in the financing market for lower middle market
companies to be underserved, providing us with greater
investment opportunities.
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Providing Customized Financing Solutions. We
offer a variety of financing structures and have the flexibility
to structure our investments to meet the needs of our portfolio
companies. Typically we invest in senior and subordinated debt
securities, coupled with equity interests. We believe our
ability to customize financing arrangements makes us an
attractive partner to lower middle market companies.
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Leveraging the Experience of Our Management
Team. Our senior management team has extensive
experience advising, investing in, lending to and operating
companies across changing market cycles. The members of our
management team have diverse investment backgrounds, with prior
experience at investment banks, commercial banks, and privately
and publicly held companies in the capacity of executive
officers. We believe this diverse experience provides us with an
in depth understanding of the strategic, financial and
operational challenges and opportunities of lower middle market
companies. We believe this understanding allows us to select and
structure better investments and to efficiently monitor and
provide managerial assistance to our portfolio companies.
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Applying Rigorous Underwriting Policies and Active Portfolio
Management. Our senior management team has
implemented rigorous underwriting policies that are followed in
each transaction. These policies include a thorough analysis of
each potential portfolio companys competitive position,
financial performance, management team operating discipline,
growth potential and industry attractiveness, which we believe
allows us to better assess the companys prospects. After
investing in a company, we monitor the investment closely,
typically receiving monthly, quarterly and annual financial
statements. We analyze and discuss in detail the companys
financial performance with management in addition to
participating in regular board of directors meetings. We believe
that our initial and ongoing portfolio review process allows us
to monitor effectively the performance and prospects of our
portfolio companies.
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Taking Advantage of Low Cost Debentures Guaranteed by the
SBA. Our license to do business as an SBIC allows
us to issue fixed-rate, low interest debentures which are
guaranteed by the SBA and sold in the capital markets,
potentially allowing us to increase our net interest income
beyond the levels achievable by other BDCs utilizing traditional
leverage.
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Maintaining Portfolio Diversification. While
we focus our investments in lower middle market companies, we
seek to invest across various industries. We monitor our
investment portfolio to ensure we have acceptable industry
balance, using industry and market metrics as key indicators. By
monitoring our investment portfolio for industry balance we seek
to reduce the effects of economic downturns associated with any
particular industry or market sector. However, we may from time
to time hold securities of a single portfolio company that
comprise more than 5.0% of our total assets
and/or more
than 10.0% of the outstanding voting securities of the portfolio
company. For that reason, we are classified as a non-diversified
management investment company under the 1940 Act.
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Utilizing Long-Standing Relationships to Source
Deals. Our senior management team maintains
extensive relationships with entrepreneurs, financial sponsors,
attorneys, accountants, investment bankers, commercial bankers
and other non-bank providers of capital who refer prospective
portfolio companies to us. These relationships historically have
generated significant investment opportunities. We believe that
our network of relationships will continue to produce attractive
investment opportunities.
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Investments
Debt
Investments
We tailor the terms of our debt investments to the facts and
circumstances of each transaction and prospective portfolio
company, negotiating a structure that seeks to protect our
rights and manage our risk while creating incentives for the
portfolio company to achieve its business plan. To that end, we
typically seek board observation rights with each of our
portfolio companies and offer managerial assistance. We also
seek to limit the downside risks of our investments by
negotiating covenants that are designed to protect our
investments while affording our portfolio companies as much
flexibility in managing their businesses as possible. Such
restrictions may include affirmative and negative covenants,
default penalties, lien protection, change of control provisions
and put rights. We typically add a prepayment penalty structure
to enhance our total return on our investments.
We primarily invest in subordinated notes and invest in senior
secured debt on a more limited basis. Subordinated notes are
junior to senior secured debt. Our subordinated note investments
and senior secured debt investments generally have terms of
three to seven years. Our subordinated debt investments
generally provide for fixed interest rates between 12.0% and
17.0% per annum and our senior secured debt investments
generally provide for variable interest at rates ranging from
LIBOR plus 350 basis points to LIBOR plus 950 basis
points per annum. Our subordinated note investments generally
are secured by a second priority security interest in the assets
of the borrower and generally include an equity component, such
as warrants to purchase common stock in the portfolio company.
In addition, certain loan investments may have a form of
interest that is not paid currently but is accrued and added to
the loan balance and paid at the end of the term, referred to as
payment in kind, or PIK interest. In our negotiations with
potential portfolio companies, we generally seek to minimize PIK
interest as we have to pay out such accrued interest as
dividends to our stockholders, and we may have to borrow money
or raise additional capital in order to meet the requirement of
having to pay out at least 90.0% of our taxable income to
continue to qualify as a Regulated Investment Company, or RIC,
for federal tax purposes. At December 31, 2010, the
weighted average yield on our outstanding debt investments other
than non-accrual debt investments (including PIK interest) was
approximately 15.1% , the weighted average yield on all of our
outstanding investments (including equity and equity-linked
investments but excluding non-accrual debt investments) was
approximately 13.7% and the weighted average yield on all of our
outstanding investments (including equity and equity-linked
investments and non-accrual debt investments) was approximately
12.9%.
Equity
Investments
When we provide financing, we may acquire equity interests in
the portfolio company. We generally seek to structure our equity
investments as non-control investments to provide us with
minority rights and event-driven or time-driven puts. We also
seek to obtain registration rights in connection with these
investments, which may include demand and piggyback
registration rights, board seats and board observation rights.
Our investments have in the past and may in the future contain a
synthetic equity position pursuant to a formula typically
setting forth royalty rights we may exercise in accordance with
such formula.
Investment
Criteria
We utilize the following criteria and guidelines in evaluating
investment opportunities. However, not all of these criteria and
guidelines have been, or will be, met in connection with each of
our investments.
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Established Companies With Positive Cash
Flow. We seek to invest in established companies
with a history of generating revenues and positive cash flows.
We typically focus on companies with a history of profitability
and minimum trailing twelve month EBITDA of $3.0 million.
We do not invest in
start-up
companies, distressed situations, turn-around
situations or companies that we believe have unproven business
plans.
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Experienced Management Teams With Meaningful Equity
Ownership. Based on our prior investment
experience, we believe that a management team with significant
experience with a portfolio company or relevant industry
experience and meaningful equity ownership is more committed to
a portfolio company. We believe management teams with these
attributes are more likely to manage the companies in a manner
that protects our debt investment and enhances the value of our
equity investment.
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Strong Competitive Position. We seek to invest
in companies that have developed strong positions within their
respective markets, are well positioned to capitalize on growth
opportunities and compete in industries with barriers to entry.
We also seek to invest in companies that exhibit a competitive
advantage, which may help to protect their market position and
profitability.
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Varied Customer and Supplier Base. We prefer
to invest in companies that have a varied customer and supplier
base. Companies with a varied customer and supplier base are
generally better able to endure economic downturns, industry
consolidation and shifting customer preferences.
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Significant Invested Capital. We believe the
existence of significant underlying equity value provides
important support to investments. We look for portfolio
companies that we believe have sufficient value beyond the layer
of the capital structure in which we invest.
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Investment
Committees
Triangle Capital Corporation has an investment committee that is
responsible for all aspects of our investment process relating
to investments made by Triangle Capital Corporation or any of
its subsidiaries, other than investments made by the Fund and
Fund II. The members of the Triangle Capital Corporation
investment committee are Messrs. Garland S.
Tucker, III, Brent P.W. Burgess, Steven C. Lilly, Jeffrey
A. Dombcik, Douglas A. Vaughn, Cary B. Nordan and David F.
Parker.
The Fund has an investment committee that is responsible for all
aspects of our investment process relating to investments made
by the Fund. The members of the Funds investment committee
are Messrs. Garland S. Tucker, III, Brent P.W. Burgess,
Steven C. Lilly, Jeffrey A. Dombcik, Douglas A. Vaughn, Cary B.
Nordan and David F. Parker.
Fund II has an investment committee that is responsible for
all aspects of our investment process relating to investments
made by Fund II. The members of Fund IIs
investment committee are Messrs. Garland S.
Tucker, III, Brent P.W. Burgess, Steven C. Lilly, Jeffrey
A. Dombcik, Douglas A. Vaughn, and Cary B. Nordan. For purposes
of the discussion herein, any reference to the investment
committee refers to the investment committee of Triangle
Capital Corporation, the investment committee of the Fund and
the investment committee of Fund II.
Investment
Process
Our investment committee meets once a week but also meets on an
as needed basis depending on transaction volume. Our investment
committee has organized our investment process into five
distinct stages:
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Origination
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Due Diligence and Underwriting
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Approval
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Documentation and Closing
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Portfolio Management and Investment Monitoring
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Our investment process is summarized in the following chart:
Origination
The origination process for our investments includes sourcing,
screening, preliminary due diligence, transaction structuring,
and negotiation. Our investment professionals utilize their
extensive relationships with various financial sponsors,
entrepreneurs, attorneys, accountants, investment bankers and
other non-bank providers of capital to source transactions with
prospective portfolio companies.
If a transaction meets our investment criteria, we perform
preliminary due diligence, taking into consideration some or all
of the following factors:
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A comprehensive financial model that we prepare based on
quantitative analysis of historical financial performance,
financial projections and pro forma financial ratios assuming
investment;
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Competitive landscape surrounding the potential investment;
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Strengths and weaknesses of the potential investments
business strategy and industry;
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Results of a broad qualitative analysis of the companys
products or services, market position, market dynamics and
customers and suppliers; and
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Potential investment structures, certain financing ratios and
investment pricing terms.
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If the results of our preliminary due diligence are
satisfactory, the origination team prepares a Summary
Transaction Memorandum which is presented to our investment
committee. If our investment committee recommends moving
forward, we issue a non-binding term sheet to the potential
portfolio company. Upon execution of a term sheet, we begin our
formal due diligence and underwriting process as we move toward
investment approval.
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Due
Diligence and Underwriting
Our due diligence on a prospective investment is completed by a
minimum of two investment professionals, which we define as the
underwriting team. The members of the underwriting team work
together to conduct due diligence and to understand the
relationships among the prospective portfolio companys
business plan, operations and financial performance through
various methods, including, among others,
on-site
visits with management, in-depth review of historical and
projected financial data, interviews with customers and
suppliers, management background checks, third-party accounting
reports and review of any material contracts.
In most circumstances, we utilize outside experts to review the
legal affairs, accounting systems, and, where appropriate, we
engage specialists to investigate issues like environmental
matters and general industry outlooks. During the underwriting
process, significant attention is given to sensitivity analyses
and how companies might be expected to perform in a protracted
downside operating environment. In addition, we
analyze key financing ratios and other industry metrics,
including total debt to EBITDA, EBITDA to fixed charges, EBITDA
to total interest expense, total debt to total capitalization
and total senior debt to total capitalization.
Upon completion of a satisfactory due diligence review and as
part of our evaluation of a proposed investment, the
underwriting team prepares an Investment Memorandum for
presentation to our investment committee. The Investment
Memorandum includes information about the potential portfolio
company such as its history, business strategy, potential
strengths and risks involved, analysis of key customers and
suppliers, third party consultant findings, expected returns on
investment structure, anticipated sources of repayment and exit
strategies, analysis of historical financial statements, and
potential capitalization and ownership.
Approval
The underwriting team for the proposed investment presents the
Investment Memorandum to our investment committee for
consideration and approval. After reviewing the Investment
Memorandum, members of the investment committee may request
additional due diligence or modify the proposed financing
structure or terms of the proposed investment. Before we proceed
with any investment, the investment committee must approve the
proposed investment. Upon receipt of transaction approval, the
underwriting team proceeds to document the transaction.
Documentation
and Closing
The underwriting team is responsible for all documentation
related to investment closings. In addition, we rely on law
firms with whom we have worked on multiple transactions to help
us complete the necessary documentation associated with
transaction closings. If a transaction changes materially from
what was originally approved by the investment committee, the
underwriting team requests a formal meeting with the investment
committee to communicate the contemplated changes. The
investment committee has the right to approve the amended
transaction structure, to suggest alternative structures or not
to approve the contemplated changes.
Portfolio
Management and Investment Monitoring
Our investment professionals generally employ several methods of
evaluating and monitoring the performance of our portfolio
companies, which, depending on the particular investment, may
include the following specific processes, procedures and reports:
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Monthly and quarterly review of actual financial performance
versus the corresponding period of the prior year and financial
projections;
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Monthly and quarterly monitoring of all financial and other
covenants;
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Review of senior lender loan compliance certificates, where
applicable;
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Quarterly review of operating results, and general business
performance, including the preparation of a portfolio monitoring
report which is distributed to members of our investment
committee;
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Periodic
face-to-face
meetings with management teams and financial sponsors of
portfolio companies;
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Attendance at portfolio company board meetings through board
seats or observation rights; and
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Application of our investment rating system to each investment.
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In the event that our investment committee determines that an
investment is underperforming, or circumstances suggest that the
risk associated with a particular investment has significantly
increased, we undertake more aggressive monitoring of the
affected portfolio company. The level of monitoring of an
investment is determined by a number of factors, including, but
not limited to, trends in the financial performance of the
portfolio company, the investment structure and the type of
collateral securing our investment, if any.
Investment
Rating System
We monitor a wide variety of key credit statistics that provide
information regarding our portfolio companies to help us assess
credit quality and portfolio performance. We generally require
our portfolio companies to have annual financial audits in
addition to monthly and quarterly unaudited financial
statements. Using these statements, we calculate and evaluate
certain financing ratios. For purposes of analyzing the
financial performance of our portfolio companies, we may make
certain adjustments to their financial statements to reflect the
pro forma results of the portfolio company consistent with a
change of control transaction, to reflect anticipated cost
savings resulting from a merger or restructuring, costs related
to new product development, compensation to previous owners, and
other acquisition or restructuring related items.
As part of our valuation procedures we assign an investment
rating to all of our investments in debt securities. Our
investment rating system uses a scale of 0 to 10, with 10 being
the lowest probability of default and principal loss. This
system is used to estimate the probability of default on our
debt securities and the probability of loss if there is a
default. The system is also used to assist us in estimating the
fair value of equity related securities. These types of systems
are referred to as risk rating systems and are also used by
banks and rating agencies. Our risk rating system covers both
qualitative and quantitative aspects of the business and the
securities we hold.
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Each portfolio company debt investment is rated based upon the
following numeric investment rating system:
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Investment
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Rating
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Description
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10
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Investment is performing above original expectations and
possibly 30.0% or more above original projections provided by
the portfolio company. Investment has been positively influenced
by an unforeseen external event. Full return of principal and
interest is expected. Capital gain is expected.
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Investment is performing above original expectations and
possibly 30.0% or more above original projections provided by
the portfolio company. Investment may have been or is soon to be
positively influenced by an unforeseen external event. Full
return of principal and interest is expected. Capital gain is
expected.
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Investment is performing above original expectations and
possibly 21.0% to 30.0% above original projections provided by
the portfolio company. Full return of principal and interest is
expected. Capital gain is expected.
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Investment is performing above original expectations and
possibly 11.0% to 20.0% above original projections provided by
the portfolio company. Full return of principal and interest is
expected. Depending on age of transaction, potential for capital
gain exists.
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Investment is performing above original expectations and
possibly 5.0% to 10.0% above original projections provided by
the portfolio company. Full return of principal and interest is
expected. Depending on age of transaction, potential for capital
gain exists.
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5
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Investment is performing in line with original expectations.
Full return of principal and interest is expected. Depending on
age of transaction, potential for capital gain may be expected.
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4
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Investment is performing below original expectations, but no
covenant defaults have occurred. Full return of principal and
interest is expected. Potential for capital gain may still be
expected.
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3
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Investment is in default of transaction covenants but interest
payments are current. No loss of principal is expected.
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2
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Investment is in default of transaction covenants and interest
(and possibly principal) payments are not current. A principal
loss of between 1.0% and 33.0% is expected.
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1
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Investment is in default of transaction covenants and interest
(and possibly principal) payments are not current. A principal
loss of between 34.0% and 67.0% is expected.
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0
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Investment is in default and a principal loss of between 68.0%
and 100.0% is expected.
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Valuation
Process and Determination of Net Asset Value
Valuation
Process
The most significant estimate inherent in the preparation of our
financial statements is the valuation of investments and the
related amounts of unrealized appreciation and depreciation of
investments. We have established and documented processes and
methodologies for determining the fair values of portfolio
company investments on a recurring (quarterly) basis in
accordance with Financial Accounting Standards Board
(FASB) Accounting Standards Codification
(ASC) Topic 820, Fair Value Measurements and
Disclosures, or ASC Topic 820. ASC Topic 820, defines fair
value, establishes a framework for measuring fair value in
accordance with generally accepted accounting principles and
expands disclosures about fair value measurements. As discussed
below, we have engaged an independent valuation firm to assist
us in our valuation process.
ASC Topic 820 clarifies that the exchange price is the price in
an orderly transaction between market participants to sell an
asset or transfer a liability in the market in which the
reporting entity would transact for the asset or liability, that
is, the principal or most advantageous market for the asset or
liability. The transaction to sell the asset or transfer the
liability is a hypothetical transaction at the measurement date,
considered from the perspective of a market participant that
holds the asset or owes the liability. ASC Topic 820 provides a
consistent definition of fair value which focuses on exit price
and prioritizes, within a measurement of fair value, the use of
market-based inputs over entity-specific inputs. In addition,
ASC Topic
10
820 provides a framework for measuring fair value, and
establishes a three-level hierarchy for fair value measurements
based upon the transparency of inputs to the valuation of an
asset or liability as of the measurement date. The three levels
of valuation hierarchy established by ASC Topic 820 are defined
as follows:
Level 1 inputs to the valuation
methodology are quoted prices (unadjusted) for identical assets
or liabilities in active markets.
Level 2 inputs to the valuation
methodology include quoted prices for similar assets and
liabilities in active markets, and inputs that are observable
for the asset or liability, either directly or indirectly, for
substantially the full term of the financial instrument.
Level 3 inputs to the valuation
methodology are unobservable and significant to the fair value
measurement.
A financial instruments categorization within the
valuation hierarchy is based upon the lowest level of input that
is significant to the fair value measurement. We invest
primarily in debt and equity instruments of privately held
companies for which quoted prices falling within the categories
of Level 1 and Level 2 inputs are not available.
Therefore, we value all of our investments at fair value, as
determined in good faith by our Board of Directors, using
Level 3 inputs, as further described below. Due to the
inherent uncertainty in the valuation process, our Board of
Directors estimate of fair value may differ significantly
from the values that would have been used had a ready market for
the securities existed, and the differences could be material.
In addition, changes in the market environment and other events
that may occur over the life of the investments may cause the
gains or losses ultimately realized on these investments to be
different than the valuations currently assigned. For a
discussion of the risks inherent in determining the value of
securities for which readily available market values do not
exist, see Risk Factors Risks Relating to Our
Business and Structure Our investment portfolio is
and will continue to be recorded at fair value as determined in
good faith by our board of directors and, as a result, there is
and will continue to be uncertainty as to the value of our
portfolio investments included in Item 1A of
Part I of this Annual Report.
Debt and equity securities that are not publicly traded and for
which a limited market does not exist are valued at fair value
as determined in good faith by our Board of Directors. There is
no single standard for determining fair value in good faith, as
fair value depends upon circumstances of each individual case.
In general, fair value is the amount that we might reasonably
expect to receive upon the current sale of the security.
We evaluate the investments in portfolio companies using the
most recent portfolio company financial statements and
forecasts. We also consult with the portfolio companys
senior management to obtain further updates on the portfolio
companys performance, including information such as
industry trends, new product development and other operational
issues. Additionally, we consider some or all of the following
factors:
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financial standing of the issuer of the security;
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comparison of the business and financial plan of the issuer with
actual results;
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the size of the security held as it relates to the liquidity of
the market for such security;
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any pending public offering of common stock by the issuer of the
security;
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pending reorganization activity affecting the issuer, such as
merger or debt restructuring;
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ability of the issuer to obtain needed financing;
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changes in the economy affecting the issuer;
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financial statements and reports from portfolio company senior
management and ownership;
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the type of security, the securitys cost at the date of
purchase and any contractual restrictions on the disposition of
the security;
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discount from market value of unrestricted securities of the
same class at the time of purchase;
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special reports prepared by analysts;
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information as to any transactions or offers with respect to the
security
and/or sales
to third parties of similar securities;
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the issuers ability to make payments and the type of
collateral securing the investment;
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the current and forecasted earnings of the issuer;
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statistical ratios compared to lending standards and to other
similar securities; and
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other pertinent factors.
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In making the good faith determination of the value of debt
securities, we start with the cost basis of the security, which
includes any the amortized original issue discount, unamortized
loan origination fees, and PIK interest, if any. We also use the
risk rating system discussed above under Investment Rating
System to estimate the probability of default on the debt
securities and the probability of loss if there is a default.
The risk rating system covers both qualitative and quantitative
aspects of the business and the securities held. In valuing debt
securities, we utilize an income approach model that
considers factors including, but not limited to, (i) the
portfolio investments current risk rating, (ii) the
portfolio companys current trailing twelve months
(TTM) results of operations as compared to the
portfolio companys TTM results of operations as of the
date the investment was made and the portfolio companys
anticipated results for the next twelve months of operations,
(iii) the portfolio companys current leverage as
compared to its leverage as of the date the investment was made,
and (iv) publicly available information regarding current
pricing and credit metrics for similar proposed and executed
investment transactions of private companies and (v) when
management believes a relevant comparison exists, current
pricing and credit metrics for similar proposed and executed
investment transactions of publicly traded debt.
In valuing equity securities of private companies, we consider
valuation methodologies consistent with industry practice,
including but not limited to (i) valuation using a
valuation model based on original transaction multiples and the
portfolio companys recent financial performance,
(ii) publicly available information regarding the valuation
of the securities based on recent sales in comparable
transactions of private companies, and (iii) when
management believes there are comparable companies that are
publicly traded, a review of these publicly traded companies and
the market multiple of their equity securities.
Unrealized appreciation or depreciation on portfolio investments
are recorded as increases or decreases in investments on the
balance sheets and are separately reflected on the statements of
operations in determining net increase or decrease in net assets
resulting from operations.
Determination of the fair value involves subjective judgments
and estimates not susceptible to substantiation by auditing
procedures. Accordingly, under current auditing standards, the
notes to our financial statements will refer to the uncertainty
with respect to the possible effect of such valuations, and any
change in such valuations, on our financial statements. In
addition, the SBA has established certain valuation guidelines
for SBICs to follow when valuing portfolio investments.
Duff & Phelps, LLC (Duff &
Phelps), an independent valuation firm, provides third
party valuation consulting services to us, which consist of
certain limited procedures that we identified and requested
Duff & Phelps to perform (hereinafter referred to as
the procedures). We generally request
Duff & Phelps to perform the procedures on each
portfolio company at least once in every calendar year and for
new portfolio companies, at least once in the twelve-month
period subsequent to the initial investment. In addition, we
generally request Duff & Phelps to perform the
procedures on a portfolio company when there has been a
significant change in the fair value of the investment. In
certain instances, we may determine that it is not
cost-effective, and as a result is not in our stockholders
best interest, to request Duff & Phelps to perform the
procedures on one or more portfolio companies. Such instances
include, but are not limited to, situations where the fair value
of our investment in the portfolio company is determined to be
insignificant relative to our total investment portfolio. For a
further discussion of Duff & Phelps procedures,
see the section entitled Investment Valuation
included in Managements Discussion and Analysis of
Financial Condition and Results of Operations included in
Item 7 of Part II of this Annual Report.
12
Quarterly
Net Asset Value Determination
We determine the net asset value per share of our common stock
on at least a quarterly basis, and more frequently if we are
required to do so pursuant to an equity offering or pursuant to
federal laws and regulations. The net asset value per share is
equal to the value of our total assets minus total liabilities
and any preferred stock outstanding divided by the total number
of shares of common stock outstanding.
Managerial
Assistance
As a BDC, we offer, and must provide upon request, managerial
assistance to certain of our portfolio companies. This
assistance typically involves, among other things, monitoring
the operations of our portfolio companies, participating in
board and management meetings, consulting with and advising
officers of portfolio companies and providing other
organizational and financial guidance. Our senior management
team provides such services. We believe, based on our management
teams combined experience at investment banks, specialty
finance companies, commercial banks, and operating in
executive-level capacities in various operating companies, we
offer this assistance effectively. We may receive fees for these
services.
Competition
We compete for investments with a number of investment funds
(including private equity funds, mezzanine funds and other
SBICs) and BDCs, as well as traditional financial services
companies such as commercial banks and other sources of
financing. Many of these entities have greater financial and
managerial resources than we do. We believe we compete with
these entities primarily on the basis of our willingness to make
smaller investments, the experience and contacts of our
management team, our responsive and efficient investment
analysis and decision-making processes, our comprehensive suite
of customized financing solutions and the investment terms we
offer.
We believe that some of our competitors make senior secured
loans, junior secured loans and subordinated debt investments
with interest rates that are comparable to or lower than the
rates we offer. Therefore, we do not seek to compete primarily
on the interest rates we offer to potential portfolio companies.
Our competitors also do not always require equity components in
their investments. For additional information concerning the
competitive risks we face, see Risk Factors
Risks Relating to Our Business and Structure We
operate in a highly competitive market for investment
opportunities included in Item 1A of Part I of
this Annual Report.
Brokerage
Allocation and Other Practices
Since we generally acquire and dispose of our investments in
privately negotiated transactions, we infrequently use brokers
in the normal course of our business. Our management team is
primarily responsible for the execution of any publicly traded
securities portion of our portfolio transactions and the
allocation of brokerage commissions. We do not expect to execute
transactions through any particular broker or dealer, but will
seek to obtain the best net results for us, taking into account
such factors as price (including the applicable brokerage
commission or dealer spread), size of order, difficulty of
execution, and operational facilities of the firm and the
firms risk and skill in positioning blocks of securities.
While we will generally seek reasonably competitive trade
execution costs, we will not necessarily pay the lowest spread
or commission available. Subject to applicable legal
requirements, we may select a broker based partly upon brokerage
or research services provided to us. In return for such
services, we may pay a higher commission than other brokers
would charge if we determine in good faith that such commission
is reasonable in relation to the services provided. We did not
pay any brokerage commissions during the years ended
December 31, 2010, 2009 or 2008 in connection with the
acquisition
and/or
disposal of our investments.
Dividend
Reinvestment Plan
We have adopted a dividend reinvestment plan that provides for
reinvestment of our distributions on behalf of our stockholders,
unless a stockholder elects to receive cash as provided below.
As a result, if our
13
board of directors authorizes, and we declare, a cash dividend,
then our stockholders who have not opted out of our
dividend reinvestment plan will have their cash dividends
automatically reinvested in additional shares of our common
stock, rather than receiving the cash dividends.
No action will be required on the part of a registered
stockholder to have his or her cash dividend reinvested in
shares of our common stock. A registered stockholder may elect
to receive an entire dividend in cash by notifying The Bank of
New York Mellon, the Plan Administrator and our
transfer agent and registrar, in writing so that such notice is
received by the plan administrator no later than the record date
for dividends to stockholders. The plan administrator will set
up an account for shares acquired through the plan for each
stockholder who has not elected to receive dividends in cash and
hold such shares in non-certificated form. Upon request by a
stockholder participating in the plan, received in writing not
less than 10 days prior to the record date, the plan
administrator will, instead of crediting shares to the
participants account, issue a certificate registered in
the participants name for the number of whole shares of
our common stock and a check for any fractional share. Those
stockholders whose shares are held by a broker or other
financial intermediary may receive dividends in cash by
notifying their broker or other financial intermediary of their
election.
We intend to use primarily newly issued shares to implement the
plan, so long as our shares are trading at or above net asset
value. If our shares are trading below net asset value, we
intend to purchase shares in the open market in connection with
our implementation of the plan. If we use newly issued shares to
implement the plan, the number of shares to be issued to a
stockholder is determined by dividing the total dollar amount of
the dividend payable to such stockholder by the market price per
share of our common stock at the close of regular trading on the
New York Stock Exchange, or the NYSE, on the dividend payment
date. Market price per share on that date will be the closing
price for such shares on the NYSE or, if no sale is reported for
such day, at the average of their reported bid and asked prices.
If we purchase shares in the open market to implement the plan,
the number of shares to be issued to a stockholder is determined
by dividing the total dollar amount of the dividend payable to
such stockholder by the average price per share for all shares
purchased by the Plan Administrator in the open market in
connection with the dividend. The number of shares of our common
stock to be outstanding after giving effect to payment of the
dividend cannot be established until the value per share at
which additional shares will be issued has been determined and
elections of our stockholders have been tabulated.
There will be no brokerage charges or other charges to
stockholders who participate in the plan. However, certain
brokerage firms may charge brokerage charges or other charges to
their customers. We will pay the plan administrators fees
under the plan. If a participant elects by written notice to the
plan administrator to have the plan administrator sell part or
all of the shares held by the plan administrator in the
participants account and remit the proceeds to the
participant, the plan administrator is authorized to deduct a
$15.00 transaction fee plus a $0.10 per share brokerage
commission from the proceeds.
Stockholders who receive dividends in the form of stock
generally are subject to the same federal, state and local tax
consequences as are stockholders who elect to receive their
dividends in cash. A stockholders basis for determining
gain or loss upon the sale of stock received in a dividend from
us will be equal to the total dollar amount of the dividend
payable to the stockholder. Any stock received in a dividend
will have a holding period for tax purposes commencing on the
day following the day on which the shares are credited to the
U.S. stockholders account.
Participants may terminate their accounts under the plan by
notifying the plan administrator via its website at
https://www.bnymellon.com/shareowner/isd, by filling out the
transaction request form located at the bottom of their
statement and sending it to the plan administrator at BNY Mellon
Shareowner Services, P.O. Box 358035, Pittsburgh,
Pennsylvania
15252-8015,
or by calling the plan administrator at
(866) 228-7201.
We may terminate the plan upon notice in writing mailed to each
participant at least 30 days prior to any record date for
the payment of any dividend by us. All correspondence concerning
the plan should be directed to the plan administrator by mail at
BNY Mellon Shareowner Services, P.O. Box 358035,
Pittsburgh, Pennsylvania
15252-8015.
14
Employees
At December 31, 2010, we employed seventeen individuals,
including investment and portfolio management professionals,
operations professionals and administrative staff. We expect to
expand our management team and administrative staff in the
future in proportion to our growth.
Election
to be Regulated as a Business Development Company and Regulated
Investment Company
We and the Fund are closed-end, non-diversified management
investment companies that have elected to be treated as BDCs
under the 1940 Act. In addition, we and the Fund have elected to
be treated as a RIC under Subchapter M of the Internal Revenue
Code of 1986, as amended (the Code). Our election to
be regulated as a BDC and our election to be treated as a RIC
for federal income tax purposes have a significant impact on our
operations. Some of the most important effects on our operations
are outlined below.
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We report our investments at market value or fair value with
changes in value reported through our statements of
operations.
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In accordance with the requirements of Article 6 of
Regulation S-X,
we report all of our investments, including debt investments, at
market value or, for investments that do not have a readily
available market value, at their fair value as
determined in good faith by our board of directors. Changes in
these values are reported through our statements of operations
under the caption of net unrealized appreciation
(depreciation) of investments. See Valuation Process
and Determination of Net Asset Value above.
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We intend to distribute substantially all of our income to
our stockholders. We generally will be required to pay income
taxes only on the portion of our taxable income we do not
distribute to stockholders (actually or constructively).
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As a RIC, so long as we meet certain minimum distribution,
source-of-income
and asset diversification requirements, we generally are
required to pay income taxes only on the portion of our taxable
income and gains we do not distribute (actually or
constructively) and certain built-in gains. We intend to
distribute to our stockholders substantially all of our income.
We may, however, make deemed distributions to our stockholders
of any retained net long-term capital gains. If this happens,
our stockholders will be treated as if they received an actual
distribution of the capital gains and reinvested the net
after-tax proceeds in us. Our stockholders also may be eligible
to claim a tax credit (or, in certain circumstances, a tax
refund) equal to their allocable share of the tax we pay on the
deemed distribution. See Material U.S. Federal Income
Tax Considerations. We met our minimum distribution
requirements for 2008, 2009 and 2010 and continually monitor our
distribution requirements with the goal of ensuring compliance
with the Code.
In addition, we have certain wholly owned taxable subsidiaries
(the Taxable Subsidiaries), each of which holds a
portion of one or more of our portfolio investments that are
listed on the Consolidated Schedule of Investments. The Taxable
Subsidiaries are consolidated for GAAP purposes, so that our
consolidated financial statements reflect our investments in the
portfolio companies owned by the Taxable Subsidiaries. The
purpose of the Taxable Subsidiaries is to permit us to hold
certain interests in portfolio companies that are organized as
limited liability companies (LLCs) (or other forms
of pass through entities) and still satisfy the RIC
tax requirement that at least 90.0% of the RICs gross
income for federal income tax purposes must consist of
investment income. Absent the Taxable Subsidiaries, a
proportionate amount of any gross income of an LLC (or other
pass through entity) portfolio investment would flow
through directly to the RIC. To the extent that such income did
not consist of investment income, it could jeopardize our
ability to qualify as a RIC and therefore cause us to incur
significant amounts of corporate-level federal income taxes.
Where interests in LLCs (or other pass-through entities) are
owned by the Taxable Subsidiaries, however, the income from such
interests is taxed to the Taxable Subsidiaries and does not flow
through to the RIC, thereby helping us preserve our RIC status
and resultant tax advantages. The Taxable Subsidiaries are not
consolidated for income
15
tax purposes and may generate income tax expense as a result of
their ownership of the portfolio companies. This income tax
expense, if any, is reflected in our Statement of Operations.
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Our ability to use leverage as a means of financing our
portfolio of investments is limited.
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As a BDC, we are required to meet a coverage ratio of total
assets to total senior securities of at least 200.0%. For this
purpose, senior securities include all borrowings (other than
SBA leverage and certain other short-term borrowings) and any
preferred stock we may issue in the future. Additionally, our
ability to continue to utilize leverage as a means of financing
our portfolio of investments may be limited by this asset
coverage test.
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We are required to comply with the provisions of the 1940 Act
applicable to business development companies.
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As a BDC, we are required to have a majority of directors who
are not interested persons under the 1940 Act. In
addition, we are required to comply with other applicable
provisions of the 1940 Act, including those requiring the
adoption of a code of ethics, fidelity bonding and investment
custody arrangements. See Regulation of Business
Development Companies below.
Exemptive
Relief
The 1940 Act prohibits certain transactions between us, the
Funds, as well as our and their affiliates, without first
obtaining an exemptive order from the SEC. We and the Fund
initially filed a joint exemptive application with the SEC in
2007 and then received exemptive relief to our amended exemptive
application in 2008. In 2010, we jointly filed with the Fund and
Fund II another amendment to the exemptive application
requesting relief under various sections of the 1940 Act to
permit us, as the BDC parent, the Fund, as a BDC and our SBIC
subsidiary, and Fund II, as our SBIC subsidiary, to operate
effectively as one company for 1940 Act regulatory purposes.
Specifically, the application requested relief for us and the
Funds to (a) engage in certain transactions with each
other, (b) invest in securities in which the other is an
investor and engage in transactions with portfolio companies
that would not otherwise be prohibited if we and the Funds were
one company, (c) be subject to modified consolidated asset
coverage requirements for senior securities issued by Triangle
Capital Corporation and the Funds as SBIC subsidiaries and
(d) allow the Funds to file reports under the Securities
Exchange Act of 1934 (the Exchange Act) on a
consolidated basis with Triangle Capital Corporation, the parent
BDC. On October 22, 2010, the SEC issued an exemptive
relief order approving our requests.
In addition, under current SEC rules and regulations, BDCs may
not grant options or restricted stock to directors who are not
officers or employees of the BDC. Similarly, under the 1940 Act,
BDCs cannot issue stock for services to their executive officers
and employees other than options, warrants and rights to acquire
capital stock. In March 2008, we received an exemptive relief
order from the SEC that (a) permits us to grant restricted
stock to our independent directors as a part of their
compensation for service on our Board and (b) permits us to
grant restricted stock in exchange for or in recognition of
services by our executive officers and employees.
Regulation
of Business Development Companies
The following is a general summary of the material regulatory
provisions affecting BDCs. It does not purport to be a complete
description of all of the laws and regulations affecting BDCs.
Both we and the Fund have elected to be regulated as BDCs under
the 1940 Act. The 1940 Act contains prohibitions and
restrictions relating to transactions between BDCs and their
affiliates, principal underwriters and affiliates of those
affiliates or underwriters. The 1940 Act requires that a
majority of the directors be persons other than interested
persons, as that term is defined in the 1940 Act. In
addition, the 1940 Act provides that we may not change the
nature of our business so as to cease to be, or to withdraw our
election as, a BDC unless approved by a majority of our
outstanding voting securities.
16
In addition, the 1940 Act defines a majority of the
outstanding voting securities as the lesser of
(i) 67.0% or more of the voting securities present at a
meeting if the holders of more than 50.0% of our outstanding
voting securities are present or represented by proxy, or
(ii) 50.0% of our voting securities.
Qualifying
Assets
Under the 1940 Act, a BDC may not acquire any asset other than
assets of the type listed in Section 55(a) of the 1940 Act,
which are referred to as qualifying assets, unless, at the time
the acquisition is made, qualifying assets represent at least
70.0% of the companys total assets. The principal
categories of qualifying assets relevant to our business are any
of the following:
(1) Securities purchased in transactions not involving any
public offering from the issuer of such securities, which issuer
(subject to certain limited exceptions) is an eligible portfolio
company, or from any person who is, or has been during the
preceding 13 months, an affiliated person of an eligible
portfolio company, or from any other person, subject to such
rules as may be prescribed by the SEC. An eligible portfolio
company is defined in the 1940 Act and rules adopted pursuant
thereto as any issuer which:
(a) is organized under the laws of, and has its principal
place of business in, the United States;
(b) is not an investment company (other than an SBIC wholly
owned by the BDC) or a company that would be an investment
company but for exclusions under the 1940 Act for certain
financial companies such as banks, brokers, commercial finance
companies, mortgage companies and insurance companies; and
(c) satisfies any of the following:
(i) does not have any class of securities with respect to
which a broker or dealer may extend margin credit;
(ii) is controlled by a BDC or a group of companies
including a BDC and the BDC has an affiliated person who is a
director of the eligible portfolio company;
(iii) is a small and solvent company having total assets of
not more than $4.0 million and capital and surplus of not
less than $2.0 million;
(iv) does not have any class of securities listed on a
national securities exchange; or
(v) has a class of securities listed on a national
securities exchange, but has an aggregate market value of
outstanding voting and non-voting common equity of less than
$250.0 million.
(2) Securities in companies that were eligible portfolio
companies when we made our initial investment if certain other
requirements are satisfied.
(3) Securities of any eligible portfolio company that we
control.
(4) Securities purchased in a private transaction from a
U.S. issuer that is not an investment company or from an
affiliated person of the issuer, or in transactions incident
thereto, if the issuer is in bankruptcy and subject to
reorganization or if the issuer, immediately prior to the
purchase of its securities, was unable to meet its obligations
as they came due without material assistance (other than
conventional lending or financing arrangements).
(5) Securities of an eligible portfolio company purchased
from any person in a private transaction if there is no ready
market for such securities and we already own 60.0% of the
outstanding equity of the eligible portfolio company.
(6) Securities received in exchange for or distributed on
or with respect to securities described in (1) through
(5) above, or pursuant to the exercise of warrants or
rights relating to such securities.
(7) Cash, cash equivalents, U.S. government securities
or high-quality debt securities maturing in one year or less
from the time of investment.
17
In addition, a BDC must have been organized and have its
principal place of business in the United States and must be
operated for the purpose of making investments in the types of
securities described in (1), (2), (3), or (4) above.
Managerial
Assistance to Portfolio Companies
In order to count portfolio securities as qualifying assets for
the purpose of the 70.0% test, we must either control the issuer
of the securities or must offer to make available to the issuer
of the securities (other than small and solvent companies
described above) significant managerial assistance; except that,
where we purchase such securities in conjunction with one or
more other persons acting together, one of the other persons in
the group may make available such managerial assistance. Making
available significant managerial assistance means,
among other things, any arrangement whereby we, through our
directors, officers or employees, offer to provide, and, if
accepted, do so provide, significant guidance and counsel
concerning the management, operations or business objectives and
policies of a portfolio company.
Temporary
Investments
Pending investment in other types of qualifying
assets, as described above, our investments may consist of
cash, cash equivalents, U.S. government securities or
high-quality debt securities maturing in one year or less from
the time of investment, which we refer to, collectively, as
temporary investments, so that 70.0% of our assets are
qualifying assets. We may invest in U.S. Treasury bills or
in repurchase agreements, provided that such agreements are
fully collateralized by cash or securities issued by the
U.S. Government or its agencies. A repurchase agreement
involves the purchase by an investor, such as us, of a specified
security and the simultaneous agreement by the seller to
repurchase it at an
agreed-upon
future date and at a price that is greater than the purchase
price by an amount that reflects an
agreed-upon
interest rate. There is no percentage restriction on the
proportion of our assets that may be invested in such repurchase
agreements. However, if more than 25.0% of our total assets
constitute repurchase agreements from a single counterparty, we
would not meet the Diversification Tests in order to qualify as
a RIC for federal income tax purposes. Thus, we do not intend to
enter into repurchase agreements with a single counterparty in
excess of this limit. Our management team will monitor the
creditworthiness of the counterparties with which we enter into
repurchase agreement transactions.
Senior
Securities
We are permitted, under specified conditions, to issue multiple
classes of debt and one class of stock senior to our common
stock if our asset coverage, as defined in the 1940 Act, is at
least equal to 200.0% immediately after each such issuance. In
addition, while any senior securities remain outstanding, we
must make provisions to prohibit any distribution to our
stockholders or the repurchase of such securities or shares
unless we meet the applicable asset coverage ratios at the time
of the distribution or repurchase. We may also borrow amounts up
to 5.0% of the value of our total assets for temporary or
emergency purposes without regard to asset coverage. For a
discussion of the risks associated with leverage, see Risk
Factors Risks Relating to Our Business and
Structure Because we intend to distribute
substantially all of our income to our stockholders to maintain
our status as a regulated investment company, we will continue
to need additional capital to finance our growth, and
regulations governing our operation as a business development
company will affect our ability to, and the way in which we,
raise additional capital included in Item 1A of
Part I of this Annual Report.
Code
of Business Conduct and Ethics and Corporate Governance
Guidelines
We have adopted a code of ethics, which we call our Code
of Business Conduct and Ethics, and corporate governance
guidelines, which collectively cover ethics and business
conduct. These documents apply to our directors, officers and
employees. Our Code of Business Conduct and Ethics and corporate
governance guidelines are available on the Investor Relations
section of our website at the following URL:
http://ir.tcap.com/governance.cfm.
We will report any amendments to or waivers of a required
provision of our
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Code of Business Conduct and Ethics and corporate governance
guidelines on our website or in a Current Report on
Form 8-K.
Compliance
Policies and Procedures
We have adopted and implemented written policies and procedures
reasonably designed to prevent violation of the
U.S. federal securities laws, and are required to review
these compliance policies and procedures annually for their
adequacy and the effectiveness of their implementation, and to
designate a chief compliance officer to be responsible for
administering such policies and procedures. Steven C. Lilly
serves as our Chief Compliance Officer.
Proxy
Voting Policies and Procedures
We vote proxies relating to our portfolio securities in a manner
which we believe will be in the best interest of our
stockholders. We review on a
case-by-case
basis each proposal submitted to a stockholder vote to determine
its impact on the portfolio securities held by us. Although we
generally vote against proposals that may have a negative impact
on our portfolio securities, we may vote for such a proposal if
there exists compelling long-term reasons to do so.
Our proxy voting decisions are made by the investment
professionals who are responsible for monitoring each of our
investments. To ensure that our vote is not the product of a
conflict of interest, we require that: (i) anyone involved
in the decision making process disclose to our chief compliance
officer any potential conflict that he or she is aware of and
any contact that he or she has had with any interested party
regarding a proxy vote; and (ii) employees involved in the
decision making process or vote administration are prohibited
from revealing how we intend to vote on a proposal in order to
reduce any attempted influence from interested parties.
Stockholders may, without charge, obtain information regarding
how we voted proxies with respect to our portfolio securities by
making a written request for proxy voting information to: Chief
Compliance Officer, 3700 Glenwood Avenue, Suite 530,
Raleigh, North Carolina 27612.
Other
We may also be prohibited under the 1940 Act from knowingly
participating in certain transactions with our affiliates
without the prior approval of our board of directors who are not
interested persons and, in some cases, prior approval by the SEC.
We are periodically examined by the SEC for compliance with the
1940 Act.
We are required to provide and maintain a bond issued by a
reputable fidelity insurance company to protect us against
larceny and embezzlement. Furthermore, as a BDC, we are
prohibited from protecting any director or officer against any
liability to us or our stockholders arising from willful
misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of such persons
office.
Small
Business Administration Regulations
The Fund and Fund II are licensed by the Small Business
Administration, or SBA, to operate as Small Business Investment
Companies, or SBICs, under Section 301(c) of the Small
Business Investment Act of 1958. The Funds SBIC license
became effective on September 11, 2003 and
Fund IIs SBIC license became effective on
May 26, 2010.
SBICs are designed to stimulate the flow of private equity
capital to eligible small businesses. Under SBA regulations,
SBICs may make loans to eligible small businesses, invest in the
equity securities of such businesses and provide them with
consulting and advisory services. The Fund and Fund II have
typically invested in senior and subordinated debt, acquired
warrants
and/or made
equity investments in qualifying small businesses.
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Under current SBA regulations, eligible small businesses
generally include businesses that (together with their
affiliates) have a tangible net worth not exceeding
$18.0 million and have average annual net income after
federal income taxes not exceeding $6.0 million (average
net income to be computed without benefit of any carryover loss)
for the two most recent fiscal years. In addition, an SBIC must
devote between 20.0% and 25.0% of its investment activity to
smaller concerns as defined by the SBA. The exact
percentage depends upon, among other factors, the date that the
SBIC was licensed, when it obtained leverage commitments, the
amount of leverage drawn and when financings occur. A smaller
concern generally includes businesses that have a tangible net
worth not exceeding $6.0 million and have average annual
net income after federal income taxes not exceeding
$2.0 million (average net income to be computed without
benefit of any net carryover loss) for the two most recent
fiscal years. SBA regulations also provide alternative size
standard criteria to determine eligibility for designation as an
eligible small business or smaller concern, which criteria
depend on the industry in which the business is engaged and are
based on such factors as the number of employees and gross
revenue. However, once an SBIC has invested in a company, it may
continue to make follow on investments in the company,
regardless of the size of the portfolio company at the time of
the follow on investment, up to the time of the portfolio
companys initial public offering.
The SBA prohibits an SBIC from providing funds to small
businesses for certain purposes, such as relending and
investment outside the United States, to businesses engaged in a
few prohibited industries, and to certain passive
(non-operating) companies. In addition, without prior SBA
approval, an SBIC may not invest an amount equal to more than
30.0% of the SBICs regulatory capital in any one portfolio
company.
The SBA places certain limitations on the financing terms of
investments by SBICs in portfolio companies (such as limiting
the permissible interest rate on debt securities held by an SBIC
in a portfolio company). Although prior regulations prohibited
an SBIC from controlling a small business concern except in
limited circumstances, regulations adopted by the SBA in 2002
now allow an SBIC to exercise control over a small business for
a period of seven years from the date on which the SBIC
initially acquires its control position. This control period may
be extended for an additional period of time with the SBAs
prior written approval.
The SBA restricts the ability of an SBIC to lend money to any of
its officers, directors and employees or to invest in affiliates
thereof. The SBA also prohibits, without prior SBA approval, a
change of control of an SBIC or transfers that would
result in any person (or a group of persons acting in concert)
owning 10.0% or more of a class of capital stock of a licensed
SBIC. A change of control is any event which would
result in the transfer of the power, direct or indirect, to
direct the management and policies of an SBIC, whether through
ownership, contractual arrangements or otherwise.
An SBIC (or group of SBICs under common control) may generally
have outstanding debentures guaranteed by the SBA in amounts up
to two times (and in certain cases, up to three times) the
amount of the regulatory capital of the SBIC(s). Debentures
guaranteed by the SBA have a maturity of ten years, require
semi-annual payments of interest, do not require any principal
payments prior to maturity, and, historically, were subject to
certain prepayment penalties. Those prepayment penalties no
longer apply as of September 2006. As of December 31, 2010,
the maximum statutory limit on the dollar amount of outstanding
SBA-guaranteed debentures that may be issued by a single SBIC
was $150.0 million and $225.0 million for a group of
SBICs under common control. As of December 31, 2010, the
Fund has issued the maximum $150.0 million of SBA
guaranteed debentures. As of December 31, 2010,
Fund II has issued $53.4 million in face amount of SBA
guaranteed debentures and has a leverage commitment from the SBA
to issue the remaining $21.6 million of the
$75.0 million statutory maximum of SBA guaranteed
debentures. The weighted average interest rates for all SBA
guaranteed debentures as of December 31, 2010 was 3.95%.
The weighted average interest rate as of December 31, 2010
included $139.1 million of pooled SBA-guaranteed debentures
with a weighted average fixed interest rate of 5.29% and
$63.4 million of unpooled SBA-guaranteed debentures with a
weighted average interim interest rate of 1.00%.
SBICs must invest idle funds that are not being used to make
loans in investments permitted under SBA regulations in the
following limited types of securities: (i) 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
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investment; (ii) 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);
(iii) certificates of deposit with a maturity of one year
or less, issued by a federally insured institution; (iv) a
deposit account in a federally insured institution that is
subject to a withdrawal restriction of one year or less;
(v) a checking account in a federally insured institution;
or (vi) a reasonable petty cash fund.
SBICs are periodically examined and audited by the SBAs
staff to determine their compliance with SBIC regulations and
are periodically required to file certain forms with the SBA.
The Fund was audited by the SBA during 2010, and no findings
were disclosed as a result of the audit.
Neither the SBA nor the U.S. government or any of its
agencies or officers has approved any ownership interest to be
issued by us or any obligation that we or any of our
subsidiaries may incur.
Securities
Exchange Act of 1934 and Sarbanes-Oxley Act Compliance
We are subject to the reporting and disclosure requirements of
the Exchange Act, including the filing of quarterly, annual and
current reports, proxy statements and other required items. In
addition, we are subject to the Sarbanes-Oxley Act of 2002,
which imposes a wide variety of regulatory requirements on
publicly-held companies and their insiders. For example:
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pursuant to
Rule 13a-14
of the Exchange Act, our Chief Executive Officer and Chief
Financial Officer are required to certify the accuracy of the
financial statements contained in our periodic reports;
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pursuant to Item 307 of
Regulation S-K,
our periodic reports are required to disclose our conclusions
about the effectiveness of our disclosure controls and
procedures;
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pursuant to
Rule 13a-15
of the Exchange Act, our management is required to prepare a
report regarding its assessment of our internal control over
financial reporting, and separately, our independent registered
public accounting firm audits our internal controls over
financial reporting; and
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pursuant to Item 308 of
Regulation S-K
and
Rule 13a-15
of the Exchange Act, our periodic reports must disclose whether
there were significant changes in our internal control over
financial reporting or in other factors that could significantly
affect these controls subsequent to the date of their
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
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The New
York Stock Exchange Corporate Governance Regulations
The NYSE has adopted corporate governance regulations that
listed companies must comply with. We believe we are in
compliance with such corporate governance listing standards. We
intend to monitor our compliance with all future listing
standards and to take all necessary actions to ensure that we
stay in compliance.
Material
U.S. Federal Income Tax Considerations
The following discussion is a general summary of the material
U.S. federal income tax considerations applicable to us and
to an investment in our shares. This summary does not purport to
be a complete description of the income tax considerations
applicable to such an investment. For example, we have not
described tax consequences that may be relevant to certain types
of holders subject to special treatment under U.S. federal
income tax laws, including stockholders subject to the
alternative minimum tax, tax-exempt organizations, insurance
companies, dealers in securities, pension plans and trusts, and
financial institutions. This summary assumes that investors hold
our common stock as capital assets (within the meaning of the
Code). This discussion is based upon the Code, Treasury
regulations, and administrative and judicial interpretations,
each as of the date of this Annual Report on
Form 10-K
and all of which are subject to change, possibly retroactively,
which could affect the continuing validity of this discussion.
This summary does not discuss any aspects of U.S. estate or
gift tax or foreign, state or local tax. It does not discuss the
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special treatment under U.S. federal income tax laws that
could result if we invested in tax-exempt securities or certain
other investment assets.
A U.S. stockholder generally is a beneficial
owner of shares of our common stock who is for U.S. federal
income tax purposes:
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A citizen or individual resident of the United States;
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A corporation or other entity treated as a corporation, for
U.S. federal income tax purposes, created or organized in
or under the laws of the United States or any political
subdivision thereof;
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A trust if a court within the United States is asked to exercise
primary supervision over the administration of the trust and one
or more United States persons have the authority to control all
substantive decisions of the trust; or
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A trust or an estate, the income of which is subject to
U.S. federal income taxation regardless of its source.
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A
Non-U.S. stockholder
is a beneficial owner of shares of our common stock that is not
a U.S. stockholder.
If a partnership (including an entity treated as a partnership
for U.S. federal income tax purposes) holds shares of our
common stock, the U.S. federal income tax treatment of a
partner in the partnership will generally depend upon the status
of the partner and the activities of the partnership. A
prospective stockholder that is a partner of a partnership
holding shares of our common stock should consult his, her or
its tax advisors with respect to the purchase, ownership and
disposition of shares of our common stock.
Tax matters are very complicated and the tax consequences to an
investor of an investment in our shares will depend on the facts
of his, her or its particular situation. We encourage investors
to consult their own tax advisors regarding the specific
consequences of such an investment, including tax reporting
requirements, the applicability of federal, state, local and
foreign tax laws, eligibility for the benefits of any applicable
tax treaty and the effect of any possible changes in the tax
laws.
Election
to be Taxed as a Regulated Investment Company
As a BDC, we have qualified and elected to be treated as a RIC
under Subchapter M of the Code. As a RIC, we generally will not
have to pay corporate-level U.S. federal income taxes
on any income that we distribute to our stockholders as
dividends. To maintain our RIC status, we must, among other
things, meet certain
source-of-income
and asset diversification requirements (as described below). In
addition, in order to maintain RIC tax treatment, we must
distribute to our stockholders, for each taxable year, at least
90.0% of our investment company taxable income,
which is generally our net ordinary income plus the excess of
net short-term capital gains over net long-term capital losses
(the Annual Distribution Requirement).
Taxation
as a Regulated Investment Company
If we qualify as a RIC and satisfy the Annual Distribution
Requirement, then we will not be subject to U.S. federal
income tax on the portion of our income we distribute (or are
deemed to distribute) to stockholders. However, we will be
subject to U.S. federal income tax at the regular corporate
rates on any income or capital gains not distributed (or deemed
distributed) to our stockholders.
We will be subject to a 4.0% nondeductible U.S. federal
excise tax on certain undistributed income unless we distribute
in a timely manner an amount at least equal to the sum of
(1) 98.0% of our net ordinary income for each calendar
year, (2) 98.2% of our capital gain net income for each
calendar year and (3) any income recognized, but not
distributed, in preceding years and on which we paid no
U.S. federal income tax (the Excise Tax Avoidance
Requirement). We generally will endeavor in each taxable
year to avoid any U.S. federal excise tax on our earnings.
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In order to qualify as a RIC for U.S. federal income tax
purposes, we must, among other things:
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continue to qualify as a BDC under the 1940 Act at all times
during each taxable year;
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derive in each taxable year at least 90.0% of our gross income
from dividends, interest, payments with respect to certain
securities and loans, gains from the sale of stock or other
securities, or other income derived with respect to our business
of investing in such stock or securities (the 90.0% Income
Test); and
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diversify our holdings so that at the end of each quarter of the
taxable year:
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at least 50.0% of the value of our assets consists of cash, cash
equivalents, U.S. Government securities, securities of
other RICs, and other securities if such other securities of any
one issuer do not represent more than 5.0% of the value of our
assets or more than 10.0% of the outstanding voting securities
of the issuer; and
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no more than 25.0% of the value of our assets is invested in the
securities, other than U.S. government securities or
securities of other RICs, of one issuer or of two or more
issuers that are controlled, as determined under applicable
Internal Revenue Code rules, by us and that are engaged in the
same or similar or related trades or businesses (the
Diversification Tests).
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We may be required to recognize taxable income in circumstances
in which we do not receive cash. For example, if we hold debt
obligations that are treated under applicable tax rules as
having original issue discount (such as debt instruments with
PIK interest or, in certain cases, increasing interest rates or
issued with warrants), we must include in income each year a
portion of the original issue discount that accrues over the
life of the obligation, regardless of whether cash representing
such income is received by us in the same taxable year. We may
also have to include in income other amounts that we have not
yet received in cash, such as PIK interest and deferred loan
origination fees that are paid after origination of the loan or
are paid in non-cash compensation such as warrants or stock.
Because any original issue discount or other amounts accrued
will be included in our investment company taxable income for
the year of accrual, we may be required to make a distribution
to our stockholders in order to satisfy the Annual Distribution
Requirement, even though we will not have received any
corresponding cash amount. As a result, we may have difficulty
meeting the annual distribution requirement necessary to
maintain RIC tax treatment under the Code. We may have to sell
some of our investments at times
and/or at
prices we would not consider advantageous, raise additional debt
or equity capital or forgo new investment opportunities for this
purpose. If we are not able to obtain cash from other sources,
we may fail to qualify for RIC tax treatment and thus become
subject to corporate-level U.S. federal income tax.
In order to meet the 90% Income Test, we may establish one or
more special purpose corporations to hold assets from which we
do not anticipate earning dividend, interest or other qualifying
income under the 90% Income Test. Any such special purpose
corporation would generally be subject to U.S. federal
income tax, and could result in a reduced after-tax yield on the
portion of our assets held there.
Gain or loss realized by us from warrants acquired by us as well
as any loss attributable to the lapse of such warrants generally
will be treated as capital gain or loss. Such gain or loss
generally will be long-term or short-term, depending on how long
we held a particular warrant.
Although we do not presently expect to do so, we are authorized
to borrow funds and to sell assets in order to satisfy
distribution requirements. However, under the 1940 Act, we are
not permitted to make distributions to our stockholders while
our debt obligations and other senior securities are outstanding
unless certain asset coverage tests are met. See
Regulation of Business Development Companies
Senior Securities above. Moreover, our ability to dispose
of assets to meet our distribution requirements may be limited
by (1) the illiquid nature of our portfolio
and/or
(2) other requirements relating to our status as a RIC,
including the Diversification Tests. If we dispose of assets in
order to meet the Annual Distribution Requirement or the Excise
Tax Avoidance Requirement, we may make such dispositions at
times that, from an investment standpoint, are not advantageous.
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We may invest in preferred securities or other securities the
U.S. federal income tax treatment of which may not be clear
or may be subject to recharacterization by the IRS. To the
extent the tax treatment of such securities or the income from
such securities differs from the expected tax treatment, it
could affect the timing or character of income recognized,
requiring us to purchase or sell securities, or otherwise change
our portfolio, in order to comply with the tax rules applicable
to RICs under the Code.
The remainder of this discussion assumes that we qualify as a
RIC and have satisfied the Annual Distribution Requirement.
Taxation
of U.S. Stockholders
Distributions by us generally are taxable to
U.S. stockholders as ordinary income or capital gains.
Distributions of our investment company taxable
income (which is, generally, our net ordinary income plus
realized net short-term capital gains in excess of realized net
long-term capital losses) will be taxable as ordinary income to
U.S. stockholders to the extent of our current or
accumulated earnings and profits, whether paid in cash or
reinvested in additional common stock. To the extent such
distributions paid by us to non-corporate stockholders
(including individuals) are attributable to dividends from
U.S. corporations and certain qualified foreign
corporations, such distributions (Qualifying
Dividends) may be eligible for a maximum tax rate of 15.0%
(currently through 2012). In this regard, it is anticipated that
distributions paid by us will generally not be Qualifying
Dividends and, therefore, generally will not qualify for the
preferential rate applicable to Qualifying Dividends.
Distributions of our net capital gains (which is generally our
realized net long-term capital gains in excess of realized net
short-term capital losses) properly designated by us as
capital gain dividends will be taxable to a
U.S. stockholder as long-term capital gains at a maximum
rate of 15.0% (currently through 2012) in the case of
individuals, trusts or estates, regardless of the
U.S. stockholders holding period for his, her or its
shares of our common stock and regardless of whether paid in
cash or reinvested in additional common stock. Distributions in
excess of our earnings and profits first will reduce a
U.S. stockholders adjusted tax basis in such
stockholders common stock and, after the adjusted basis is
reduced to zero, will constitute capital gains to such
U.S. stockholder.
We intend to retain some or all of our realized net long-term
capital gains in excess of realized net short-term capital
losses, but to generally designate the retained net capital gain
as a deemed distribution. In that case, among other
consequences, we will pay tax on the retained amount, each
U.S. stockholder will be required to include his, her or
its share of the deemed distribution in income as if it had been
actually distributed to the U.S. stockholder, and the
U.S. stockholder will be entitled to claim a credit equal
to his, her or its allocable share of the tax paid thereon by
us. Because we expect to pay tax on any retained capital gains
at our regular corporate tax rate, and because that rate is in
excess of the maximum rate currently payable by individuals on
long-term capital gains, the amount of tax that individual
U.S. stockholders will be treated as having paid will
exceed the tax they owe on the capital gain distribution and
such excess generally may be refunded or claimed as a credit
against the U.S. stockholders other U.S. federal
income tax obligations. The amount of the deemed distribution
net of such tax will be added to the
U.S. stockholders cost basis for his, her or its
common stock. In order to utilize the deemed distribution
approach, we must provide written notice to our stockholders
prior to the expiration of 60 days after the close of the
relevant taxable year. We cannot treat any of our investment
company taxable income as a deemed distribution.
In any fiscal year, we may elect to make distributions to our
stockholders in excess of our taxable earnings for that fiscal
year. As a result, a portion of those distributions may be
deemed a return of capital to our stockholders.
The Internal Revenue Service permits certain distributions made
by a RIC consisting of both cash and its stock to be treated as
dividend distributions for purposes of satisfying the annual
distribution requirements applicable to RICs. Based on that
guidance, if we satisfy certain requirements, including the
requirement that at least 10% of the total value of any such
distribution consists of cash, the cash and our shares that we
distribute will be treated as a dividend, to the extent of our
earnings and profits. If we make such a distribution to our
stockholders, each of our stockholders will be required to treat
the total value of the distribution that each stockholder
receives as a dividend, to the extent of each stockholders
pro-rata share of our earnings and
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profits, regardless of whether such stockholder receives cash,
our shares or a combination of cash and our shares.
We advise each of our stockholders that the taxes resulting from
your receipt of a distribution consisting of cash and our shares
may exceed the cash that you receive in the distribution. We
urge each of our stockholders to consult your tax advisor
regarding the specific federal, state, local and foreign income
and other tax consequences of distributions consisting of both
cash and our shares.
For purposes of determining (1) whether the Annual
Distribution Requirement is satisfied for any year and
(2) the amount of capital gain dividends paid for that
year, we may, under certain circumstances, elect to treat a
dividend that is paid during the following taxable year as if it
had been paid during the taxable year in question. If we make
such an election, the U.S. stockholder will still be
treated as receiving the dividend in the taxable year in which
the distribution is made. However, any dividend declared by us
in October, November or December of any calendar year, payable
to stockholders of record on a specified date in such a month
and actually paid during January of the following year, will be
treated as if it had been received by our U.S. stockholders
on December 31 of the year in which the dividend was declared.
If an investor purchases shares of our common stock shortly
before the record date of a distribution, the price of the
shares will include the value of the distribution and the
investor will be subject to tax on the distribution even though
economically it may represent a return of his, her or its
investment.
A stockholder generally will recognize taxable gain or loss if
the stockholder sells or otherwise disposes of his, her or its
shares of our common stock. The amount of gain or loss will be
measured by the difference between such stockholders
adjusted tax basis in the common stock sold and the amount of
the proceeds received in exchange. Any gain arising from such
sale or disposition generally will be treated as long-term
capital gain or loss if the stockholder has held his, her or its
shares for more than one year. Otherwise, it will be classified
as short-term capital gain or loss. However, any capital loss
arising from the sale or disposition of shares of our common
stock held for six months or less will be treated as long-term
capital loss to the extent of the amount of capital gain
dividends received, or undistributed capital gain deemed
received, with respect to such shares. In addition, all or a
portion of any loss recognized upon a disposition of shares of
our common stock may be disallowed if other shares of our common
stock are purchased (whether through reinvestment of
distributions or otherwise) within 30 days before or after
the disposition.
In general, individual U.S. stockholders are subject to a
maximum federal income tax rate of 15.0% (currently through
2012) on their net capital gain (i.e., the excess of
realized net long-term capital gains over realized net
short-term capital losses), including any long-term capital gain
derived from an investment in our shares. Such rate is lower
than the maximum rate on ordinary income currently payable by
individuals. Corporate U.S. stockholders currently are
subject to federal income tax on net capital gain at the maximum
35.0% rate also applied to ordinary income. Non-corporate
stockholders with net capital losses for a year (i.e., capital
losses in excess of capital gains) generally may deduct up to
$3,000 of such losses against their ordinary income each year;
any net capital losses of a non-corporate stockholder in excess
of $3,000 generally may be carried forward and used in
subsequent years as provided in the Code. Corporate stockholders
generally may not deduct any net capital losses for a year, but
may carry back such losses for three years or carry forward such
losses for five years.
We will send to each of our U.S. stockholders, as promptly
as possible after the end of each calendar year, a notice
detailing, on a per share and per distribution basis, the
amounts includible in such U.S. stockholders taxable
income for such year as ordinary income and as long-term capital
gain. In addition, the federal tax status of each years
distributions generally will be reported to the Internal Revenue
Service (including the amount of dividends, if any, eligible for
the 15.0% maximum rate (currently through 2012)). Dividends paid
by us generally will not be eligible for the dividends-received
deduction or the preferential tax rate applicable to Qualifying
Dividends because our income generally will not consist of
Qualifying Dividends. Distributions may also be subject to
additional state, local and foreign taxes depending on a
U.S. stockholders particular situation.
25
We may be required to withhold U.S. federal income tax
(backup withholding) at a rate of 28.0% (currently
through 2012) from all taxable distributions to any
non-corporate U.S. stockholder (1) who fails to
furnish us with a correct taxpayer identification number or a
certificate that such stockholder is exempt from backup
withholding, or (2) with respect to whom the IRS notifies
us that such stockholder has failed to properly report certain
interest and dividend income to the IRS and to respond to
notices to that effect. An individuals taxpayer
identification number is his or her social security number. Any
amount withheld under backup withholding is allowed as a credit
against the U.S. stockholders federal income tax
liability, provided that proper information is provided to the
IRS.
Taxation
of Non-U.S.
Stockholders
Whether an investment in the shares is appropriate for a
Non-U.S. stockholder
will depend upon that persons particular circumstances. An
investment in the shares by a
Non-U.S. stockholder
may have adverse tax consequences.
Non-U.S. stockholders
should consult their tax advisers before investing in our common
stock.
Distributions of our investment company taxable
income to
Non-U.S. stockholders
(including interest income and realized net short-term capital
gains in excess of realized long-term capital losses, which
generally would be free of withholding if paid to
Non-U.S. stockholders
directly) will be subject to withholding of federal tax at a
30.0% rate (or lower rate provided by an applicable treaty) to
the extent of our current and accumulated earnings and profits
unless an applicable exception applies. For taxable years
beginning before 2012, we generally will not be required to
withhold any amounts with respect to distributions of
(i) U.S.-source
interest income that would not have been subject to withholding
of U.S. federal income tax if they had been earned directly
by a
Non-U.S. stockholder,
and (ii) net short-term capital gains in excess of net
long-term capital losses that would not have been subject to
withholding of U.S. federal income tax if they had been
earned directly by a
Non-U.S. stockholder,
in each case only to the extent that such distributions are
properly reported by us as interest-related
dividends or short-term capital gain
dividends, as the case may be, and certain other
requirements are met. If the distributions are effectively
connected with a U.S. trade or business of the
Non-U.S. stockholder,
and, if an income tax treaty applies, attributable to a
permanent establishment in the United States, we will not be
required to withhold U.S. federal tax if the
Non-U.S. stockholder
complies with applicable certification and disclosure
requirements, although the distributions will be subject to
U.S. federal income tax at the rates applicable to
U.S. persons. (Special certification requirements apply to
a
Non-U.S. stockholder
that is a foreign partnership or a foreign trust, and such
entities are urged to consult their own tax advisors.)
Actual or deemed distributions of our net capital gains to a
Non-U.S. stockholder,
and gains realized by a
Non-U.S. stockholder
upon the sale of our common stock, will not be subject to
federal withholding tax and generally will not be subject to
U.S. federal income tax unless the distributions or gains,
as the case may be, are effectively connected with a
U.S. trade or business of the
Non-U.S. stockholder
and, if an income tax treaty applies, are attributable to a
permanent establishment maintained by the
Non-U.S. stockholder
in the United States.
If we distribute our net capital gains in the form of deemed
rather than actual distributions, a
Non-U.S. stockholder
will be entitled to a U.S. federal income tax credit or tax
refund equal to the stockholders allocable share of the
tax we pay on the capital gains deemed to have been distributed.
In order to obtain the refund, the
Non-U.S. stockholder
must obtain a U.S. taxpayer identification number and file
a U.S. federal income tax return even if the
Non-U.S. stockholder
would not otherwise be required to obtain a U.S. taxpayer
identification number or file a U.S. federal income tax
return. For a corporate
Non-U.S. stockholder,
distributions (both actual and deemed), and gains realized upon
the sale of our common stock that are effectively connected to a
U.S. trade or business may, under certain circumstances, be
subject to an additional branch profits tax at a
30.0% rate (or at a lower rate if provided for by an applicable
treaty). Accordingly, investment in the shares may not be
appropriate for a
Non-U.S. stockholder.
A
Non-U.S. stockholder
who is a non-resident alien individual, and who is otherwise
subject to withholding of U.S. federal tax, may be subject
to information reporting and backup withholding of
26
U.S. federal income tax on dividends unless the
Non-U.S. stockholder
provides us or the dividend paying agent with an IRS
Form W-8BEN
(or an acceptable substitute form) or otherwise meets
documentary evidence requirements for establishing that it is a
Non-U.S. stockholder
or otherwise establishes an exemption from backup withholding.
As a RIC, we will be subject to the alternative minimum tax
(AMT), but any items that are treated differently
for AMT purposes must be apportioned between us and our
stockholders and this may affect the stockholders AMT
liabilities. Although regulations explaining the precise method
of apportionment have not yet been issued by the Internal
Revenue Service, we intend in general to apportion these items
in the same proportion that dividends paid to each stockholder
bear to our taxable income (determined without regard to the
dividends paid deduction), unless we determine that a different
method for a particular item is warranted under the
circumstances.
Non-U.S. persons
should consult their own tax advisors with respect to the
U.S. federal income tax and withholding tax, and state,
local and foreign tax consequences of an investment in the
shares.
Failure
to Qualify as a Regulated Investment Company
If we are unable to qualify for treatment as a RIC, we would be
subject to U.S. federal income tax on all of our taxable
income at regular corporate rates, regardless of whether we make
any distributions to our stockholders. Distributions would not
be required, and any distributions would be taxable to our
stockholders as Qualifying Dividends to the extent of our
current and accumulated earnings and profits. Subject to certain
limitations under the Code, corporate distributees would be
eligible for the dividends-received deduction. Distributions in
excess of our current and accumulated earnings and profits would
be treated first as a return of capital to the extent of the
stockholders tax basis, and any remaining distributions
would be treated as a capital gain.
Available
Information
We intend to make this Annual Report, as well as our quarterly
reports on
Form 10-Q,
our current reports on
Form 8-K
and, if applicable, amendments to those reports filed or
furnished pursuant to Section 13(a) of the Exchange Act,
publicly available on our website (www.tcap.com) without charge
as soon as reasonably practicable following our filing of such
reports with the Securities and Exchange Commission
(SEC). Our SEC reports can be accessed through the
investor relations section of our website. The information found
on our website is not part of this or any other report we file
with or furnish to the SEC. We assume no obligation to update or
revise any forward looking statements in this Annual Report or
in other reports filed with the SEC, whether as a result of new
information, future events or otherwise, unless we are required
to do so by law. A copy of this Annual Report and our other
reports is available without charge upon written request to
Investor Relations, Triangle Capital Corporation, 3700 Glenwood
Avenue, Suite 530, Raleigh, North Carolina 27612.
Further, a copy of this Annual Report is obtainable from the
SECs Public Reference Room at 100 F Street,
N.E., Washington, D.C. 20549. Information on the operation
of the Public Reference Room can be obtained by calling the SEC
at
1-800-SEC-0330.
The SEC maintains an internet site that contains reports, proxy
and information statements and our other filings at www.sec.gov.
We have adopted a code of ethics for Triangle Capital
Corporation, the Fund and Fund II, which we call our
Code of Business Conduct and Ethics, which every
director, officer and employee is expected to observe. Our Code
of Business Conduct and Ethics is publicly available on our
website under Corporate Governance at the following
URL:
http://ir.tcap.com/governance.cfm
and is referenced in this Annual Report as Exhibit 14.1.
27
As indicated above in this Annual Report under
Forward-Looking Statements, those statements in this
Annual Report that are not historical facts may be
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Investing in our
common stock involves a number of significant risks. The risks
set out below are not the only risks we face. Additional risks
and uncertainties not presently known to us or not presently
deemed material by us might also impair our operations and
performance. If any of the following events occur, our business,
financial condition and results of operations could be
materially and adversely affected. In such case, our net asset
value and the trading price of our common stock could decline,
and you may lose all or part of your investment.
Risks
Relating to Our Business and Structure
Our
financial condition and results of operations will depend on our
ability to manage and deploy capital effectively.
Our ability to continue to achieve our investment objective will
depend on our ability to effectively manage and deploy our
capital, which will depend, in turn, on our management
teams ability to continue to identify, evaluate, invest
in, and monitor companies that meet our investment criteria. We
cannot assure you that we will continue to achieve our
investment objective.
Accomplishing this result on a cost-effective basis will be
largely a function of our management teams handling of the
investment process, its ability to provide competent, attentive
and efficient services and our access to investments offering
acceptable terms. In addition to monitoring the performance of
our existing investments, members of our management team and our
investment professionals may also be called upon to provide
managerial assistance to our portfolio companies. These demands
on their time may distract them or slow the rate of investment.
Even if we are able to grow and build upon our investment
operations in a manner commensurate with the increased capital
available to us as a result of recent offerings of our common
stock, any failure to manage our growth effectively could have a
material adverse effect on our business, financial condition,
results of operations and prospects. The results of our
operations will depend on many factors, including the
availability of opportunities for investment, readily accessible
short and long-term funding alternatives in the financial
markets and economic conditions. Furthermore, if we cannot
successfully operate our business or implement our investment
policies and strategies as described in this Annual Report, it
could negatively impact our ability to pay distributions and
cause you to lose part or all of your investment.
Recent
market conditions have impacted debt and equity capital markets
in the United States, and we do not know if these conditions
will improve in the near future.
Beginning in the third quarter of 2007, global credit and other
financial markets suffered substantial stress, volatility,
illiquidity and disruption. These forces reached extraordinary
levels in late 2008, resulting in the bankruptcy of, the
acquisition of, or government intervention in the affairs of
several major domestic and international financial institutions.
In particular, the financial services sector was negatively
impacted by significant write-offs as the value of the assets
held by financial firms declined, impairing their capital
positions and abilities to lend and invest. We believe that such
value declines were exacerbated by widespread forced
liquidations as leveraged holders of financial assets, faced
with declining prices, were compelled to sell to meet margin
requirements and maintain compliance with applicable capital
standards. Such forced liquidations also impaired or eliminated
many investors and investment vehicles, leading to a decline in
the supply of capital for investment and depressed pricing
levels for many assets. These events significantly diminished
overall confidence in the debt and equity markets, engendered
unprecedented declines in the values of certain assets, and
caused extreme economic uncertainty.
Since March 2009, there have been signs that the global credit
and other financial market conditions have improved as stability
has increased throughout the international financial system and
many public stock market indices have experienced positive total
returns. Concentrated policy initiatives undertaken by central
banks and
28
governments appear to have curtailed the incidence of
large-scale failures within the global financial system.
Concurrently, investor confidence, financial indicators, capital
markets activity and asset prices have shown signs of marked
improvement since the second quarter of 2009. However, while
financial conditions have improved, domestic unemployment rates
remain high, and economic activity remains subdued. In addition,
there are early signs that many businesses and industries are
experiencing inflationary pressures, both internationally and
domestically. These conditions could increase our funding costs,
limit our access to the capital markets or result in a decision
by lenders not to extend credit to us. These events could
prevent us from increasing our investment originations and
negatively impact our operating results.
Our
investment portfolio is and will continue to be recorded at fair
value as determined in good faith by our Board of Directors and,
as a result, there is and will continue to be uncertainty as to
the value of our portfolio investments.
Under the 1940 Act, we are required to carry our portfolio
investments at market value or, if there is no readily available
market value, at fair value as determined by our Board of
Directors. Typically there is not a public market for the
securities of the privately held companies in which we have
invested and will generally continue to invest. As a result, we
value these securities quarterly at fair value as determined in
good faith by our Board of Directors based on input from
management, a third party independent valuation firm and our
audit committee.
The determination of fair value and consequently, the amount of
unrealized gains and losses in our portfolio, is to a certain
degree subjective and dependent on the judgment of our Board.
Certain factors that may be considered in determining the fair
value of our investments include the nature and realizable value
of any collateral, the portfolio companys earnings and its
ability to make payments on its indebtedness, the markets in
which the portfolio company does business, comparison to
comparable publicly-traded companies, discounted cash flows and
other relevant factors. Because such valuations, and
particularly valuations of private securities and private
companies, are inherently uncertain, may fluctuate over short
periods of time and may be based on estimates, our
determinations of fair value may differ materially from the
values that would have been used if a ready market for these
securities existed. Due to this uncertainty, our fair value
determinations may cause our net asset value on a given date to
materially understate or overstate the value that we may
ultimately realize upon the sale or disposition of one or more
of our investments. As a result, investors purchasing our common
stock based on an overstated net asset value would pay a higher
price than the value of our investments might warrant.
Conversely, investors selling shares during a period in which
the net asset value understates the value of our investments
will receive a lower price for their shares than the value of
our investments might warrant.
We
operate in a highly competitive market for investment
opportunities.
A large number of entities compete with us to make the types of
investments that we make in target companies. We compete for
investments with investment funds (including private equity
funds and mezzanine funds) and other BDCs, as well as
traditional financial services companies such as commercial and
investment banks and other sources of funding. Moreover,
alternative investment vehicles, such as hedge funds, also
invest in lower middle market companies. As a result,
competition for investment opportunities in lower middle market
companies is intense. Many of our competitors are substantially
larger and have considerably greater financial, technical and
marketing resources than we do. For example, some competitors
may have a lower cost of capital and access to funding sources
that are not available to us. In addition, some of our
competitors may have higher risk tolerances or different risk
assessments than we have. These characteristics could allow our
competitors to consider a wider variety of investments,
establish more relationships and offer better pricing and more
flexible structuring than we are able to do. We may lose
investment opportunities if we do not match our
competitors pricing, terms and structure. If we are forced
to match our competitors pricing, terms and structure, we
may not be able to achieve acceptable returns on our investments
or may bear substantial risk of capital loss. A significant part
of our competitive advantage stems from the fact that the market
for investments in lower middle market companies is underserved
by traditional commercial banks and other financing sources. A
significant increase in the number
and/or the
size of our competitors in this target market
29
could force us to accept less attractive investment terms.
Furthermore, many of our competitors have greater experience
operating under, or are not subject to, the regulatory
restrictions that the 1940 Act imposes on us as a BDC.
We are
dependent upon our executives for our future
success.
We depend on the members of our senior management team,
particularly executive officers
Garland S. Tucker, III, Brent P.W. Burgess and
Steven C. Lilly, for the final selection, structuring, closing
and monitoring of our investments. These executive officers have
critical industry experience and relationships that we rely on
to implement our business plan. If we lose the services of these
individuals, we may not be able to operate our business as we
expect, and our ability to compete could be harmed, which could
cause our operating results to suffer. Effective
February 21, 2009, Messrs. Tucker, Burgess and Lilly
are no longer employed by us pursuant to employment agreements.
Rather, each is currently employed by us on an at-will basis.
Our
success depends on attracting and retaining qualified personnel
in a competitive environment.
We experience competition in attracting and retaining qualified
personnel, particularly investment professionals, and we may be
unable to maintain or grow our business if we cannot attract and
retain such personnel. Our ability to attract and retain
personnel with the requisite credentials, experience and skills
depends on several factors including, but not limited to, our
ability to offer competitive wages, benefits and professional
growth opportunities. Many of the entities, including investment
funds (such as private equity funds and mezzanine funds) and
traditional financial services companies, with which we compete
for experienced personnel have greater resources than we have.
The competitive environment for qualified personnel may require
us to take certain measures to ensure that we are able to
attract and retain experienced personnel. Such measures may
include increasing the attractiveness of our overall
compensation packages, altering the structure of our
compensation packages through the use of additional forms of
compensation, or other steps. The inability to attract and
retain experienced personnel could have a material adverse
effect on our business.
Our
business model depends to a significant extent upon strong
referral relationships, and our inability to maintain or develop
these relationships, as well as the failure of these
relationships to generate investment opportunities, could
adversely affect our business.
We expect that members of our management team will maintain
their relationships with financial institutions, private equity
and other non-bank investors, investment bankers, commercial
bankers, attorneys, accountants and consultants, and we will
rely to a significant extent upon these relationships to provide
us with potential investment opportunities. If our management
team fails to maintain its existing relationships or develop new
relationships with other sponsors or sources of investment
opportunities, we will not be able to grow our investment
portfolio. In addition, individuals with whom members of our
management team have relationships are not obligated to provide
us with investment opportunities, and, therefore, there is no
assurance that such relationships will generate investment
opportunities for us.
We
have limited operating history as a business development company
and as a regulated investment company, which may impair your
ability to assess our prospects.
The 1940 Act imposes numerous constraints on the operations of
BDCs. Prior to the consummation of our initial public offering
in February 2007, we had not operated, and our management team
had no experience operating, as a BDC under the 1940 Act or as a
RIC under Subchapter M of the Code. As a result, we have limited
operating results under these regulatory frameworks that can
demonstrate to you either their effect on our business or our
ability to manage our business under these frameworks. Our
management teams limited experience in managing a
portfolio of assets under such constraints may hinder our
ability to take advantage of attractive investment opportunities
and, as a result, achieve our investment objective. Furthermore,
any failure to comply with the requirements imposed on BDCs by
the 1940 Act could cause the SEC to
30
bring an enforcement action against us. If we do not remain a
BDC, we might be regulated as a closed-end investment company
under the 1940 Act, which would further decrease our operating
flexibility.
Regulations
governing our operation as a business development company will
affect our ability to, and the way in which we raise additional
capital.
Our business will require capital to operate and grow. We may
acquire such additional capital from the following sources:
Senior Securities. Currently we, through our
SBIC subsidiaries, issue debt securities guaranteed by the SBA.
In the future, we may issue debt securities or preferred stock
and/or
borrow money from banks or other financial institutions, which
we refer to collectively as senior securities. As a result of
issuing senior securities, we will be exposed to additional
risks, including, but not limited to, the following:
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Under the provisions of the 1940 Act, we are permitted, as a
BDC, to issue senior securities only in amounts such that our
asset coverage, as defined in the 1940 Act, equals at least 200%
after each issuance of senior securities. If the value of our
assets declines, we may be unable to satisfy this test. If that
happens, we may be required to sell a portion of our investments
and, depending on the nature of our leverage, repay a portion of
our debt at a time when such sales
and/or
repayments may be disadvantageous.
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Any amounts that we use to service our debt or make payments on
preferred stock will not be available for distributions to our
common stockholders.
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It is likely that any senior securities or other indebtedness we
issue will be governed by an indenture or other instrument
containing covenants restricting our operating flexibility.
Additionally, some of these securities or other indebtedness may
be rated by rating agencies, and in obtaining a rating for such
securities and other indebtedness, we may be required to abide
by operating and investment guidelines that further restrict
operating and financial flexibility.
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We and, indirectly, our stockholders will bear the cost of
issuing and servicing such securities and other indebtedness.
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Preferred stock or any convertible or exchangeable securities
that we issue in the future may have rights, preferences and
privileges more favorable than those of our common stock,
including separate voting rights and could delay or prevent a
transaction or a change in control to the detriment of the
holders of our common stock.
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Additional Common Stock. We are not generally
able to issue and sell our common stock at a price below net
asset value per share. We may, however, sell our common stock,
warrants, options or rights to acquire our common stock, at a
price below the current net asset value of the common stock if
our Board of Directors determines that such sale is in the best
interests of our stockholders, and our stockholders approve such
sale. At our Annual Stockholders Meeting on May 5, 2010,
our stockholders voted to allow us to issue common stock at a
price below net asset value per share for a period of one year
ending on the earlier of May 4, 2011 or the date of our
2011 annual meeting of stockholders. Our stockholders did not
specify a maximum discount below net asset value at which we are
able to issue our common stock; however, we do not intend to
issue shares of our common stock below net asset value unless
our Board of Directors determines that it would be in our
stockholders best interests to do so. In any such case,
however, the price at which our common stock are to be issued
and sold may not be less than a price which, in the
determination of our Board of Directors, closely approximates
the market value of such securities (less any distributing
commission or discount). We may also make rights offerings to
our stockholders at prices per share less than the net asset
value per share, subject to applicable requirements of the 1940
Act. If we raise additional funds by issuing more common stock
or senior securities convertible into, or exchangeable for, our
common stock, the percentage ownership of our stockholders at
that time would decrease, and they may experience dilution.
Moreover, we can offer no assurance that we will be able to
issue and sell additional equity securities in the future, on
favorable terms or at all.
31
Recent
healthcare reform legislation may affect our revenue and
financial condition.
On March 23, 2010, the President of the United States
signed into law the Patient Protection and Affordable Care Act
of 2010 and on March 30, 2010, the President signed into
law the Health Care and Education Reconciliation Act, which in
part modified the Patient Protection and Affordable Care Act.
Together, the two Acts serve as the primary vehicle for
comprehensive health care reform in the United States. The Acts
are intended to reduce the number of individuals in the United
States without health insurance and effect significant other
changes to the ways in which health care is organized, delivered
and reimbursed. The complexities and ramifications of the new
legislation are significant, and will be implemented in a phased
approach beginning in 2010 and concluding in 2018. At this time,
the effects of health care reform and its impact on our
operations and on the business, revenues and financial condition
of our portfolio companies are not yet known. Accordingly, the
reform could adversely affect the cost of providing healthcare
coverage generally and could adversely affect the financial
success of both the portfolio companies in which we invest and
us.
The
impact of recent financial reform legislation on us is
uncertain.
In light of current conditions in the U.S. and global financial
markets and the U.S. and global economy, legislators, the
presidential administration and regulators have increased their
focus on the regulation of the financial services industry. The
Dodd-Frank Reform Act became effective on July 21, 2010,
although many provisions of the Dodd-Frank Reform Act have
delayed effectiveness or will not become effective until the
relevant federal agencies issue new rules to implement the
Dodd-Frank Reform Act. Nevertheless, the Dodd-Frank Reform Act
may have a material adverse impact on the financial services
industry as a whole and on our business, results of operations
and financial condition. Accordingly, we cannot predict the
effect the Dodd-Frank Reform Act or its implementing regulations
will have on our business, results of operations or financial
condition.
Our
SBIC subsidiaries are licensed by the SBA, and therefore subject
to SBA regulations.
Our SBIC subsidiaries are licensed to act as SBICs and are
regulated by the SBA. Pursuant to the SBA regulations, an SBIC
can provide financing in the form of debt
and/or
equity to eligible small businesses. The SBA also
places certain limitations on the financing terms of investments
by SBICs in portfolio companies and prohibits SBICs from
providing funds for certain purposes or to businesses in a few
prohibited industries. Compliance with SBA requirements may
cause our SBIC subsidiaries, and us, as their parent, to forego
attractive investment opportunities that are not permitted under
SBA regulations.
Further, the SBA regulations require that a licensed SBIC be
periodically examined and audited by the SBA to determine its
compliance with the relevant SBA regulations. The SBA prohibits,
without prior SBA approval, a change of control of
an SBIC or transfers that would result in any person (or a group
of persons acting in concert) owning 10.0% or more of a class of
capital stock of a licensed SBIC. If our SBIC subsidiaries fail
to comply with applicable SBA regulations, the SBA could,
depending on the severity of the violation, limit or prohibit
our SBIC subsidiaries use of debentures, declare
outstanding debentures immediately due and payable,
and/or limit
our SBIC subsidiaries from making new investments. In addition,
the SBA can remove the general partner of our SBIC subsidiaries
and have a receiver appointed, or revoke or suspend a license
for willful or repeated violation of, or willful or repeated
failure to observe, any provision of the Small Business
Investment Act of 1958 or any rule or regulation promulgated
thereunder. Such actions by the SBA would, in turn, negatively
affect us because our SBIC subsidiaries are wholly owned.
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.
Borrowings, also known as leverage, magnify the potential for
gain or loss on invested equity capital. As we use leverage to
partially finance our investments, our stockholders experience
increased risks associated with investing in our common stock.
Our SBIC subsidiaries 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
32
on the assets of our SBIC subsidiaries that are superior to the
claims of our common stockholders. We may also borrow from banks
and other lenders in the future. If the value of our assets
increases, then leveraging would cause the net asset value
attributable to our common stock to increase more sharply than
it would have had we not leveraged. Conversely, if the value of
our assets decreases, leveraging would cause net asset value to
decline more sharply than it otherwise would have had we not
leveraged. Similarly, any increase in our income in excess of
interest payable on the borrowed funds would cause our net
investment income to increase more than it would without the
leverage, while any decrease in our income would cause our net
investment income to decline more sharply than it would have had
we not borrowed. Such a decline could negatively affect our
ability to make distributions to our stockholders. Leverage is
generally considered a speculative investment technique.
As a BDC, we are generally required to meet a coverage ratio of
total assets to total borrowings and other senior securities,
which include all of our borrowings (other than SBA leverage)
and any preferred stock we may issue in the future, of at least
200%. If this ratio declines below 200%, we may not be able to
incur additional debt and may need to sell a portion of our
investments to repay some debt when it is disadvantageous to do
so, and we may not be able to make distributions. Currently, we
do not have senior securities outstanding and therefore are not
limited by this ratio.
On December 31, 2010, we had $202.5 million of
outstanding indebtedness guaranteed by the SBA, which had a
weighted average annualized interest cost of 3.95%. The
calculation of this weighted average interest rate includes
i) the interim rates charged on $63.4 million of SBA
guaranteed debentures that have not yet been pooled and
ii) the fixed rates charged on $139.1 million of
pooled SBA guaranteed debentures. The unpooled SBA-guaranteed
debentures have a weighted average interim interest rate of
1.00% and the pooled SBA guaranteed debentures have a weighted
average interest rate of 5.29%.
Our ability to achieve our investment objective may depend in
part on our ability to achieve additional leverage on favorable
terms by issuing debentures guaranteed by the SBA or by
borrowing from banks, or insurance companies, and there can be
no assurance that such additional leverage can in fact be
achieved.
SBA
regulations limit the outstanding dollar amount of
SBA-guaranteed debentures that may be issued by an SBIC or group
of SBICs under common control.
The SBA regulations currently limit the dollar amount of
SBA-guaranteed debentures that can be issued by any one SBIC to
$150.0 million or to a group of SBICs under common control
to $225.0 million. Moreover, an SBIC may not borrow an
amount in excess of three times its regulatory capital. As of
December 31, 2010, the Fund had issued the maximum
$150.0 million of SBA guaranteed debentures. As of
December 31, 2010, Fund II had issued
$53.4 million in face amount of SBA guaranteed debentures
and has a leverage commitment from the SBA to issue the
remaining $21.6 million of the $75.0 million statutory
maximum of SBA guaranteed debentures. While we cannot presently
predict whether or not we will borrow the maximum permitted
amount, if we reach the maximum dollar amount of SBA-guaranteed
debentures permitted, and thereafter require additional capital,
our cost of capital may increase, and there is no assurance that
we will be able to obtain additional financing on acceptable
terms.
Moreover, the current status of our SBIC subsidiaries as SBICs
does not automatically assure that our SBIC subsidiaries will
continue to receive SBA-guaranteed debenture funding. Receipt of
SBA leverage funding is dependent upon our SBIC subsidiaries
continuing to be in compliance with SBA regulations and policies
and available SBA funding. The amount of SBA leverage funding
available to SBICs is dependent upon annual Congressional
authorizations and in the future may be subject to annual
Congressional appropriations. There can be no assurance that
there will be sufficient debenture funding available at the
times desired by our SBIC subsidiaries.
The debentures guaranteed by the SBA have a maturity of ten
years and require semi-annual payments of interest. Our SBIC
subsidiaries will need to generate sufficient cash flow to make
required interest payments on the debentures. If our SBIC
subsidiaries are unable to meet their financial obligations
under the debentures, the SBA, as a creditor, will have a
superior claim to our SBIC subsidiaries assets over our
stockholders in the event we liquidate our SBIC subsidiaries or
the SBA exercises its remedies under such debentures as the
result
33
of a default by us. In addition, the SBA must approve our
independent directors before our SBIC subsidiaries will be
permitted to issue additional debentures guaranteed by the SBA.
We may
experience fluctuations in our quarterly results.
We could experience fluctuations in our quarterly operating
results due to a number of factors, including our ability or
inability to make investments in companies that meet our
investment criteria, the interest rate payable on the debt
securities we acquire, the level of our expenses, variations in
and the timing of the recognition of realized and unrealized
gains or losses, the degree to which we encounter competition in
our markets and general economic conditions. As a result of
these factors, results for any period should not be relied upon
as being indicative of performance in future periods.
Our
ability to enter into and exit investment transactions with our
affiliates will be restricted.
Except in those instances where we have received prior exemptive
relief from the SEC, we will be prohibited under the 1940 Act
from knowingly participating in certain transactions with our
affiliates without the prior approval of our independent
directors. Any person that owns, directly or indirectly, 5.0% or
more of our outstanding voting securities is deemed our
affiliate for purposes of the 1940 Act and we are generally
prohibited from buying or selling any security from or to such
affiliate, absent the prior approval of our independent
directors. The 1940 Act also prohibits joint
transactions with an affiliate, which could include investments
in the same portfolio company (whether at the same or different
times), without prior approval of our independent directors. If
a person acquires more than 25.0% of our voting securities, we
will be prohibited from buying or selling any security from or
to such person, or entering into joint transactions with such
person, absent the prior approval of the SEC. These restrictions
could limit or prohibit us from making certain attractive
investments that we might otherwise make absent such
restrictions.
Our
Board of Directors may change our operating policies and
strategies without prior notice or stockholder approval, the
effects of which may be adverse.
Our Board of Directors has the authority to modify or waive our
current operating policies and strategies without prior notice
and without stockholder approval. We cannot predict the effect
any changes to our current operating policies, investment
criteria and strategies would have on our business, net asset
value, operating results and value of our stock. However, the
effects might be adverse, which could negatively impact our
ability to pay you distributions and cause you to lose all or
part of your investment. Moreover, we will have significant
flexibility in investing the net proceeds from any future
offerings of our common stock and may use the net proceeds from
such offerings in ways with which investors may not agree or for
purposes other than those contemplated at the time of the
offering.
We
will be subject to corporate-level U.S. federal income tax
if we are unable to maintain our status as a regulated
investment company under Subchapter M of the Code, which will
adversely affect our results of operations and financial
condition.
We have elected to be treated as a RIC under the Code, which
generally will allow us to avoid being subject to
corporate-level U.S. federal income tax. To obtain and
maintain RIC tax treatment under the Code, we must meet the
following annual distribution, income source and asset
diversification requirements:
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The annual distribution requirement for a RIC will be satisfied
if we distribute to our stockholders on an annual basis at least
90.0% of our net ordinary income and net short-term capital gain
in excess of net long-term capital loss, if any. We will be
subject to a 4.0% nondeductible U.S. federal excise tax,
however, to the extent that we do not satisfy certain additional
minimum distribution requirements on a calendar year basis.
Because we use debt financing, we are subject to certain asset
coverage ratio requirements under the 1940 Act and may in the
future become subject to certain financial covenants under loan
and credit agreements that could, under certain circumstances,
restrict us from making distributions necessary to satisfy the
annual distribution requirement. If we are unable to obtain cash
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from other sources, we could fail to qualify for RIC tax
treatment and thus become subject to
corporate-level U.S. federal income tax.
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The income source requirement will be satisfied if we obtain at
least 90.0% of our income for each year from distributions,
interest, gains from the sale of stock or securities or similar
sources.
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The asset diversification requirement will be satisfied if we
meet certain asset diversification requirements at the end of
each quarter of our taxable year. To satisfy this requirement,
at least 50.0% of the value of our assets must consist of cash,
cash equivalents, U.S. government securities, securities of
other RICs, and other acceptable securities; and no more than
25.0% of the value of our assets can be invested in the
securities, other than U.S. government securities or
securities of other RICs, of one issuer, of two or more issuers
that are controlled, as determined under applicable Code rules,
by us and that are engaged in the same or similar or related
trades or businesses or of certain qualified publicly
traded partnerships. Failure to meet these requirements
may result in our having to dispose of certain investments
quickly in order to prevent the loss of RIC status. Because most
of our investments will be in private companies, and therefore
will be relatively illiquid, any such dispositions could be made
at disadvantageous prices and could result in substantial losses.
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If we fail to qualify for or maintain RIC tax treatment for any
reason and are subject to corporate-level U.S. federal
income tax, the resulting corporate taxes could substantially
reduce our net assets, the amount of income available for
distribution and the amount of our distributions. We may also be
subject to certain U.S. federal excise taxes, as well as
state, local and foreign taxes.
We may
not be able to pay you distributions, our distributions may not
grow over time, and a portion of distributions paid to you may
be a return of capital.
We intend to pay quarterly distributions to our stockholders out
of assets legally available for distribution. We cannot assure
you that we will achieve investment results that will allow us
to make a specified level of cash distributions or
year-to-year
increases in cash distributions. Our ability to pay
distributions might be harmed by, among other things, the risk
factors described in this Annual Report. In addition, the
inability to satisfy the asset coverage test applicable to us as
a BDC could, in the future, limit our ability to pay
distributions. All distributions will be paid at the discretion
of our Board of Directors and will depend on our earnings, our
financial condition, maintenance of our RIC status, compliance
with applicable BDC regulations, our SBIC subsidiaries
compliance with applicable SBIC regulations and such other
factors as our Board of Directors may deem relevant from time to
time. We cannot assure you that we will pay distributions to our
stockholders in the future.
When we make quarterly distributions, we will be required to
determine the extent to which such distributions are paid out of
current or accumulated earnings and profits, recognized capital
gain or capital. To the extent there is a return of capital,
investors will be required to reduce their basis in our stock
for federal income tax purposes.
We may
have difficulty paying our required distributions if we
recognize income before or without receiving cash representing
such income.
For U.S. federal income tax purposes, we may be required to
recognize taxable income in circumstances in which we do not
receive a corresponding payment in cash. For example, if we hold
debt obligations that are treated under applicable tax rules as
having original issue discount (such as debt instruments with
PIK interest or, in certain cases, increasing interest rates or
debt instruments that were issued with warrants), we must
include in income each year a portion of the original issue
discount that accrues over the life of the obligation,
regardless of whether cash representing such income is received
by us in the same taxable year. We may also have to include in
income other amounts that we have not yet received in cash, such
as deferred loan origination fees that are paid after
origination of the loan or are paid in non-cash compensation
such as warrants or stock. We anticipate that a portion of our
income may constitute original issue discount or other income
required to be included in taxable income prior to receipt of
cash. Further, we may elect to amortize market discounts and
include such amounts in our taxable income in the current year,
instead of upon
35
disposition, as an election not to do so would limit our ability
to deduct interest expenses for U.S. federal income tax
purposes.
Because any original issue discount or other amounts accrued
will be included in our investment company taxable income for
the year of the accrual, we may be required to make a
distribution to our stockholders in order to satisfy the annual
distribution requirement, even though we will not have received
any corresponding cash amount. As a result, we may have
difficulty meeting the annual distribution requirement necessary
to obtain and maintain RIC tax treatment under the Code. We may
have to sell some of our investments at times
and/or at
prices we would not consider advantageous, raise additional debt
or equity capital or forgo new investment opportunities for this
purpose. If we are not able to obtain cash from other sources,
we may fail to qualify for RIC tax treatment and thus become
subject to corporate-level U.S. federal income tax.
For additional discussion regarding the tax implications of a
RIC, see Material U.S. Federal Income Tax
Considerations Taxation as a RIC.
You
may receive shares of our common stock as distributions which
could result in adverse tax consequences to you.
In order to satisfy the annual distribution requirement
applicable to RICs, we have the ability to declare a large
portion of a distribution in shares of our common stock instead
of in cash. As long as a portion of such distribution is paid in
cash (which portion can be as low as 10% for our taxable years
ending on or before December 31, 2011) and certain
requirements are met, the entire distribution to the extent of
our current and accumulated earnings and profits would be a
dividend for U.S. federal income tax purposes. As a result,
a stockholder would be taxed on the entire distribution in the
same manner as a cash distribution, even though a portion of the
distribution was paid in shares of our common stock.
You
may have current tax liability on distributions you elect to
reinvest in our common stock but would not receive cash from
such distributions to pay such tax liability.
If you participate in our distribution reinvestment plan, you
will be deemed to have received, and for U.S. federal
income tax purposes will be taxed on, the amount reinvested in
our common stock to the extent the amount reinvested was not a
tax-free return of capital. As a result, unless you are a
tax-exempt entity, you may have to use funds from other sources
to pay your tax liability on the value of our common stock
received from the distribution.
Our
SBIC subsidiaries, as SBICs, may be unable to make distributions
to us that may harm our ability to meet regulated investment
company requirements, which could result in the imposition of an
entity-level tax.
In order for us to continue to qualify as a RIC, we will be
required to distribute on an annual basis substantially all of
our taxable income, including income from our subsidiaries,
including our SBIC subsidiaries. As the majority of our
investments are generally held by our SBIC subsidiaries, we will
be substantially dependent on our SBIC subsidiaries for cash
distributions to enable us to meet the RIC distribution
requirements. Our SBIC subsidiaries may be limited by the Small
Business Investment Act of 1958, and SBA regulations governing
SBICs, from making certain distributions to us that may be
necessary to enable us to qualify as a RIC. We may have to
request a waiver of the SBAs restrictions for our SBIC
subsidiaries to make certain distributions to maintain our
status as a RIC. We cannot assure you that the SBA will grant
such waiver and if our SBIC subsidiaries are unable to obtain a
waiver, compliance with the SBA regulations may result in loss
of RIC status and a consequent imposition of
corporate-level U.S. federal income tax on us.
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Because
we intend to distribute substantially all of our income to our
stockholders to maintain our status as a regulated investment
company, we will continue to need additional capital to finance
our growth, and regulations governing our operation as a
business development company will affect our ability to, and the
way in which we, raise additional capital.
In order to satisfy the requirements applicable to a RIC and to
avoid payment of U.S. federal excise tax, we intend to
distribute to our stockholders substantially all of our net
ordinary income and net capital gain income except for certain
net long-term capital gains recognized after we became a RIC,
some or all of which we may retain, pay applicable
U.S. federal income taxes with respect thereto, and elect
to treat as deemed distributions to our stockholders. As a BDC,
we generally are required to meet a coverage ratio of total
assets to total senior securities, which includes all of our
borrowings (other than SBA leverage) and any preferred stock we
may issue in the future, of at least 200.0%. This requirement
limits the amount that we may borrow. 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
or sell additional common stock and, depending on the nature of
our leverage, to repay a portion of our indebtedness at a time
when such sales may be disadvantageous. In addition, issuance of
additional securities could dilute the percentage ownership of
our current stockholders in us.
While we expect to be able to borrow and to issue additional
debt and equity securities, we cannot assure you that debt and
equity financing will be available to us on favorable terms, or
at all. If additional funds are not available to us, we could be
forced to curtail or cease new investment activities, and our
net asset value could decline. In addition, as a BDC, we
generally are not permitted to issue equity securities priced
below net asset value without stockholder approval. At our
Annual Stockholders Meeting on May 5, 2010, our
stockholders voted to allow us to issue common stock at a price
below net asset value per share for a period of one year ending
on the earlier of May 4, 2011 or the date of our 2011
annual meeting of stockholders. Our stockholders did not specify
a maximum discount below net asset value at which we are able to
issue our common stock; however, we do not intend to issue
shares of our common stock below net asset value unless our
Board of Directors determines that it would be in our
stockholders best interests to do so.
Changes
in laws or regulations governing our operations may adversely
affect our business or cause us to alter our business
strategy.
We, our SBIC subsidiaries and our portfolio companies will be
subject to regulation at the local, state and federal level. New
legislation may be enacted or new interpretations, rulings or
regulations could be adopted, including those governing the
types of investments we are permitted to make, any of which
could harm us and our stockholders, potentially with retroactive
effect. In addition, any change to the SBAs current
debenture program could have a significant impact on our ability
to obtain lower-cost leverage and, therefore, our competitive
advantage over other finance companies.
Additionally, any changes to the laws and regulations governing
our operations relating to permitted investments may cause us to
alter our investment strategy in order to avail ourselves of new
or different opportunities. Such changes could result in
material differences to the strategies and plans set forth in
this Annual Report and may result in our investment focus
shifting from the areas of expertise of our management team to
other types of investments in which our management team may have
less expertise or little or no experience. Thus, any such
changes, if they occur, could have a material adverse effect on
our results of operations and the value of your investment.
Efforts
to comply with the Sarbanes-Oxley Act will involve significant
expenditures, and non-compliance with the Sarbanes-Oxley Act may
adversely affect us.
We are subject to the Sarbanes-Oxley Act of 2002, and the
related rules and regulations promulgated by the SEC. Among
other requirements, under Section 404 of the Sarbanes-Oxley
Act and rules and regulations of the SEC thereunder, our
management is required to report on our internal controls over
financial reporting. We are required to review on an annual
basis our internal controls over financial reporting, and on a
quarterly and annual basis to evaluate and disclose significant
changes in our internal controls over financial reporting. We
have and expect to continue to incur significant expenses
related to compliance with the Sarbanes-Oxley
37
Act, which will negatively impact our financial performance and
our ability to make distributions. In addition, this process
results in a diversion of managements time and attention.
Since we have a limited operating history as a company subject
to the Sarbanes-Oxley Act, we cannot assure you that our
internal controls over financial reporting will continue to be
effective. In the event that we are unable to maintain
compliance with the Sarbanes-Oxley Act and related rules, we may
be adversely affected.
Risks
Relating to Our Investments
Our
investments in portfolio companies may be risky, and we could
lose all or part of our investment.
Investing in lower middle market companies involves a number of
significant risks. Among other things, these companies:
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may have limited financial resources to meet future capital
needs and thus may be unable to grow or meet their obligations
under their debt instruments that we hold, which may be
accompanied by a deterioration in the value of any collateral
and a reduction in the likelihood of us realizing any guarantees
from subsidiaries or affiliates of our portfolio companies that
we may have obtained in connection with our investment, as well
as a corresponding decrease in the value of the equity
components of our investments;
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may have shorter operating histories, narrower product lines,
smaller market shares
and/or more
significant customer concentration than larger businesses, which
tend to render them more vulnerable to competitors actions
and market conditions, as well as general economic downturns;
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are more likely to depend on the management talents and efforts
of a small group of persons; therefore, the death, disability,
resignation or termination of one or more of these persons could
have a material adverse impact on our portfolio company and, in
turn, on us;
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generally have less predictable operating results, may 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
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generally have less publicly available information about their
businesses, operations and financial condition. We rely on the
ability of our management team and investment professionals to
obtain adequate information to evaluate the potential returns
from investing in these companies. If we are unable to uncover
all material information about these companies, we may not make
a fully informed investment decision, and may lose all or part
of our investment.
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In addition, in the course of providing significant managerial
assistance to certain of our portfolio companies, certain of our
officers and directors may serve as directors on the boards of
such companies. To the extent that litigation arises out of our
investments in these companies, our officers and directors may
be named as defendants in such litigation, which could result in
an expenditure of funds (through our indemnification of such
officers and directors) and the diversion of management time and
resources.
The
lack of liquidity in our investments may adversely affect our
business.
We invest, and will continue to invest in companies whose
securities are not publicly traded, and whose securities will be
subject to legal and other restrictions on resale or will
otherwise be less liquid than publicly traded securities. The
illiquidity of these investments may make it difficult for us to
sell these investments when desired. In addition, if we are
required to liquidate all or a portion of our portfolio quickly,
we may realize significantly less than the value at which we had
previously recorded these investments. As a result, we do not
expect to achieve liquidity in our investments in the near-term.
Our investments are usually subject to contractual or legal
restrictions on resale or are otherwise illiquid because there
is usually no established trading market for such investments.
The illiquidity of most of our investments may make it difficult
for us to dispose of them at a favorable price, and, as a
result, we may suffer losses.
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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.
We are classified as a non-diversified investment company within
the meaning of the 1940 Act, which means that we are not limited
by the 1940 Act with respect to the proportion of our assets
that we may invest in securities of a single issuer. To the
extent that we assume large positions in the securities of a
small number of issuers, our net asset value may fluctuate to a
greater extent than that of a diversified investment company as
a result of changes in the financial condition or the
markets assessment of the issuer. We may also be more
susceptible to any single economic or regulatory occurrence than
a diversified investment company. Beyond our RIC asset
diversification requirements and certain SBA diversification
requirements for our investments held by our two wholly-owned
SBIC subsidiaries, we do not have fixed guidelines for
diversification, and our investments could be concentrated in
relatively few portfolio companies.
We may
not have the funds or ability to make additional investments in
our portfolio companies.
We may not have the funds or ability to make additional
investments in our portfolio companies. After our initial
investment in a portfolio company, we may be called upon from
time to time to provide additional funds to such company or have
the opportunity to increase our investment through the exercise
of a warrant to purchase common stock. There is no assurance
that we will make, or will have sufficient funds to make,
follow-on investments. Any decisions not to make a follow-on
investment or any inability on our part to make such an
investment may have a negative impact on a portfolio company in
need of such an investment, may result in a missed opportunity
for us to increase our participation in a successful operation
or may reduce the expected yield on the investment.
Our
portfolio companies may incur debt that ranks equally with, or
senior to, our investments in such companies.
We invest primarily in senior secured debt and subordinated
notes as well as equity issued by lower middle market companies.
Our portfolio companies may have, or may be permitted to incur,
other debt that ranks equally with, or senior to, the debt in
which we invest. By their terms, such debt instruments may
entitle the holders to receive payment of interest or principal
on or before the dates on which we are entitled to receive
payments with respect to the debt instruments in which we
invest. Also, in the event of insolvency, liquidation,
dissolution, reorganization or bankruptcy of a portfolio
company, holders of debt instruments ranking senior to our
investment in that portfolio company would typically be entitled
to receive payment in full before we receive any distribution.
After repaying such senior creditors, such portfolio company may
not have any remaining assets to use for repaying its obligation
to us. In the case of debt ranking equally with debt instruments
in which we invest, we would have to share on an equal basis any
distributions with other creditors holding such debt in the
event of an insolvency, liquidation, dissolution, reorganization
or bankruptcy of the relevant portfolio company.
There
may be circumstances where our debt investments could be
subordinated to claims of other creditors or we could be subject
to lender liability claims.
Even though we may have structured certain of our investments as
senior loans, if one of our portfolio companies were to go
bankrupt, depending on the facts and circumstances and based
upon principles of equitable subordination as defined by
existing case law, a bankruptcy court could subordinate all or a
portion of our claim to that of other creditors and transfer any
lien securing such subordinated claim to the bankruptcy estate.
The principles of equitable subordination defined by case law
have generally indicated that a claim may be subordinated only
if its holder is guilty of misconduct or where the senior loan
is re-characterized as an equity investment and the senior
lender has actually provided significant managerial assistance
to the bankrupt debtor. We may also be subject to lender
liability claims for actions taken by us with respect to a
borrowers business or instances where we exercise control
over the borrower. It is possible that we could become subject
to a lenders liability claim, including as a result of
actions taken in rendering significant
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managerial assistance or actions to compel and collect payments
from the borrower outside the ordinary course of business.
Second
priority liens on collateral securing loans that we make to our
portfolio companies may be subject to control by senior
creditors with first priority liens. If there is a default, the
value of the collateral may not be sufficient to repay in full
both the first priority creditors and us.
Certain loans that we make are secured by a second priority
security interest in the same collateral pledged by a portfolio
company to secure senior debt owed by the portfolio company to
commercial banks or other traditional lenders. Often the senior
lender has procured covenants from the portfolio company
prohibiting the incurrence of additional secured debt without
the senior lenders consent. Prior to and as a condition of
permitting the portfolio company to borrow money from us secured
by the same collateral pledged to the senior lender, the senior
lender will require assurances that it will control the
disposition of any collateral in the event of bankruptcy or
other default. In many such cases, the senior lender will
require us to enter into an intercreditor agreement
prior to permitting the portfolio company to borrow from us.
Typically the intercreditor agreements we are requested to
execute expressly subordinate our debt instruments to those held
by the senior lender and further provide that the senior lender
shall control: (1) the commencement of foreclosure or other
proceedings to liquidate and collect on the collateral;
(2) the nature, timing and conduct of foreclosure or other
collection proceedings; (3) the amendment of any collateral
document; (4) the release of the security interests in
respect of any collateral; and (5) the waiver of defaults
under any security agreement. Because of the control we may cede
to senior lenders under intercreditor agreements we may enter,
we may be unable to realize the proceeds of any collateral
securing some of our loans.
Finally, the value of the collateral securing our debt
investment will ultimately depend on market and economic
conditions, the availability of buyers and other factors.
Therefore, there can be no assurance that the proceeds, if any,
from the sale or sales of all of the collateral would be
sufficient to satisfy the loan obligations secured by our second
priority liens after payment in full of all obligations secured
by the senior lenders first priority liens on the
collateral. There is also a risk that such collateral securing
our investments may decrease in value over time, may be
difficult to sell in a timely manner, may be difficult to
appraise and may fluctuate in value based upon the success of
the portfolio company and market conditions. If such proceeds
are not sufficient to repay amounts outstanding under the loan
obligations secured by our second priority liens, then we, to
the extent not repaid from the proceeds of the sale of the
collateral, will only have an unsecured claim against the
companys remaining assets, if any.
If we
do not invest a sufficient portion of our assets in qualifying
assets, we could fail to qualify as a business development
company or be precluded from investing according to our current
business strategy.
As a BDC, we may not acquire any assets other than
qualifying assets unless, at the time of and after
giving effect to such acquisition, at least 70.0% of our total
assets are qualifying assets. For further detail, see
Regulation of Business Development Companies
included in Item 1 of Part I of this Annual report on
Form 10-K.
We believe that substantially all of our investments are
qualifying assets. However, we may be precluded from investing
in what we believe are attractive investments if such
investments are not qualifying assets for purposes of the 1940
Act. If we do not invest a sufficient portion of our assets in
qualifying assets, we could lose our status as a BDC, which
would have a material adverse effect on our business, financial
condition and results of operations. Similarly, these rules
could prevent us from making follow-on investments in existing
portfolio companies (which could result in the dilution of our
position).
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.
We are classified as a non-diversified investment company within
the meaning of the 1940 Act, which means that we are not limited
by the 1940 Act with respect to the proportion of our assets
that we may invest
40
in securities of a single issuer. To the extent that we assume
large positions in the securities of a small number of issuers,
our net asset value may fluctuate to a greater extent than that
of a diversified investment company as a result of changes in
the financial condition or the markets assessment of the
issuer. We may also be more susceptible to any single economic
or regulatory occurrence than a diversified investment company.
Beyond our regulated investment company asset diversification
requirements and certain SBA diversification requirements for
our investments held by our two wholly-owned SBIC subsidiaries,
we do not have fixed guidelines for diversification, and our
investments could be concentrated in relatively few portfolio
companies.
We
generally will not control our portfolio
companies.
We do not, and do not expect to, control most of our portfolio
companies, even though we may have board representation or board
observation rights, and our debt agreements may contain certain
restrictive covenants. As a result, we are subject to the risk
that a portfolio company in which we invest may make business
decisions with which we disagree and the management of such
company, as representatives of the holders of their common
equity, may take risks or otherwise act in ways that do not
serve our interests as debt investors. Due to the lack of
liquidity for our investments in non-traded companies, we may
not be able to dispose of our interests in our portfolio
companies as readily as we would like or at an appropriate
valuation. As a result, a portfolio company may make decisions
that could decrease the value of our portfolio holdings.
Economic
recessions or downturns could impair our portfolio companies and
harm our operating results.
Beginning in the third quarter of 2007, global credit and other
financial markets suffered substantial stress, volatility,
illiquidity and disruption. These forces reached extraordinary
levels in late 2008, resulting in the bankruptcy of, the
acquisition of, or government intervention in the affairs of
several major domestic and international financial institutions.
In particular, the financial services sector was negatively
impacted by significant write-offs as the value of the assets
held by financial firms declined, impairing their capital
positions and abilities to lend and invest. We believe that such
value declines were exacerbated by widespread forced
liquidations as leveraged holders of financial assets, faced
with declining prices, were compelled to sell to meet margin
requirements and maintain compliance with applicable capital
standards. Such forced liquidations also impaired or eliminated
many investors and investment vehicles, leading to a decline in
the supply of capital for investment and depressed pricing
levels for many assets. These events significantly diminished
overall confidence in the debt and equity markets, engendered
unprecedented declines in the values of certain assets, and
caused extreme economic uncertainty.
Since March 2009, there have been signs that the global credit
and other financial market conditions have improved as stability
has increased throughout the international financial system and
many public stock market indices have experienced positive total
returns. Concentrated policy initiatives undertaken by central
banks and governments appear to have curtailed the incidence of
large-scale failures within the global financial system.
Concurrently, investor confidence, financial indicators, capital
markets activity and asset prices have shown signs of marked
improvement since the second quarter of 2009. However, while
financial conditions have improved, domestic unemployment rates
remain high, and economic activity remains subdued. In addition,
there are early signs that many businesses and industries are
experiencing inflationary pressures, both internationally and
domestically.
Many of our current
and/or
future portfolio companies may be susceptible to economic
slowdowns or recessions and may be unable to repay our debt
investments during these periods. Therefore, our non- performing
assets are likely to increase, and the value of our portfolio is
likely to decrease during these periods. Adverse economic
conditions may also decrease the value of any collateral
securing some of our debt investments and the value of our
equity investments. A prolonged economic slowdown or recession
may further decrease the value of such collateral and result in
losses of value in our portfolio and a decrease in investment
income, net investment income, assets, and net worth.
Unfavorable economic conditions also could increase our funding
costs, limit our access to the capital markets or result in a
decision by lenders not to extend credit to us on terms we deem
acceptable. These events could prevent us from increasing
investments and harm our operating results.
41
Our
financial results may be affected adversely if one or more of
our portfolio investments defaults on its loans or fails to
perform as we expect.
Our portfolio consists primarily of debt and equity investments
in privately owned middle-market businesses. Compared to larger
publicly owned companies, these middle-market companies may be
in a weaker financial position and experience wider variations
in their operating results, which may make them more vulnerable
to economic downturns. Typically, these companies need more
capital to compete; however, their access to capital is limited
and their cost of capital is often higher than that of their
competitors. Our portfolio companies face intense competition
from larger companies with greater financial, technical and
marketing resources and their success typically depends on the
management talents and efforts of an individual or a small group
of persons. The loss of any of their key employees could affect
their ability to compete effectively and harm their financial
condition. Further, some of these companies conduct business in
regulated industries that are susceptible to regulatory changes.
These factors could impair the cash flow of our portfolio
companies and result in other events, such as bankruptcy. These
events could limit a portfolio companys ability to repay
their obligations to us, which may have an adverse effect on the
return on, or the recovery of, our investment in these
businesses. Deterioration in a borrowers financial
condition and prospects may be accompanied by deterioration in
the value of the loans collateral.
Some of these companies cannot obtain financing from public
capital markets or from traditional credit sources, such as
commercial banks. Accordingly, loans made to these types of
companies pose a higher default risk, than loans made to
companies who have access to traditional credit sources.
Generally, little, if any, public information is available about
such companies. Therefore, we must rely on our employees
diligence to obtain the information needed to make well-informed
investment decisions. If we do not uncover material information
about these companies, we may not make a fully informed
investment decision, which could, in turn cause us to lose money
on our investments.
Potential
writedowns or losses with respect to portfolio investments
existing and to be made in the future could adversely affect our
results of operations, cash flows, dividend level, net asset
value and stock price.
As of December 31, 2010, the fair value of our non-accrual
assets was approximately $9.6 million, which comprised
approximately 3.0% of the total fair value of our portfolio. The
fair value of these non-accrual assets was less than cost as of
December 31, 2010. In addition, as of December 31,
2010, we had, on a fair value basis, approximately
$12.0 million of debt investments, or 3.7% of the total
fair value of our portfolio, which were current with respect to
scheduled interest and principal payments, but which were
carried at less than cost. In light of current economic
conditions, certain of our portfolio companies may be unable to
service our debt investments on a timely basis. These conditions
may also decrease the value of collateral securing some of our
debt investments, as well as the value of our equity
investments. As a result, the number of non-performing assets in
our portfolio may increase, and the overall value of our
portfolio may decrease, which could lead to financial losses in
our portfolio and a decrease in our investment income, net
investment income, dividends and assets.
Any
unrealized losses we experience on our loan portfolio may be an
indication of future realized losses, which could reduce our
income available for distribution.
As a BDC, we are required to carry our investments at market
value or, if no market value is ascertainable, at the fair value
as determined in good faith by our Board of Directors. Decreases
in the market values or fair values of our investments will be
recorded as unrealized depreciation. Any unrealized losses in
our loan portfolio could be an indication of a portfolio
companys inability to meet its repayment obligations to us
with respect to the affected loans. This could result in
realized losses in the future and ultimately in reductions of
our income available for distribution in future periods.
Defaults
by our portfolio companies will harm our operating
results.
A portfolio companys failure to satisfy financial or
operating covenants imposed by us or other lenders could lead to
defaults and, potentially, termination of its loans and
foreclosure on its secured assets, which
42
could trigger cross-defaults under other agreements and
jeopardize a portfolio companys ability to meet its
obligations under the debt or equity securities that we hold. We
may incur expenses to the extent necessary to seek recovery upon
default or to negotiate new terms, which may include the waiver
of certain financial covenants, with a defaulting portfolio
company.
Prepayments
of our debt investments by our portfolio companies could
adversely impact our results of operations and reduce our return
on equity.
We are subject to the risk that the investments we make in our
portfolio companies may be repaid prior to maturity. When this
occurs, we will generally reinvest these proceeds in temporary
investments, pending their future investment in new portfolio
companies. These temporary investments will typically have
substantially lower yields than the debt being prepaid and we
could experience significant delays in reinvesting these
amounts. Any future investment in a new portfolio company may
also be at lower yields than the debt that was repaid. As a
result, our results of operations could be materially adversely
affected if one or more of our portfolio companies elect to
prepay amounts owed to us. Additionally, prepayments could
negatively impact our return on equity, which could result in a
decline in the market price of our common stock.
Changes
in interest rates may affect our cost of capital and net
investment income.
Most of our debt investments will bear interest at fixed rates
and the value of these investments could be negatively affected
by increases in market interest rates. In addition, an increase
in interest rates would make it more expensive to use debt to
finance our investments. As a result, a significant increase in
market interest rates could both reduce the value of our
portfolio investments and increase our cost of capital, which
would reduce our net investment income. Also, an increase in
interest rates available to investors could make an investment
in our common stock less attractive if we are not able to
increase our distribution rate, a situation which could reduce
the value of our common stock. Conversely, a decrease in
interest rates may have an adverse impact on our returns by
requiring us to seek lower yields on our debt investments and by
increasing the risk that our portfolio companies will prepay our
debt investments, resulting in the need to redeploy capital at
potentially lower rates.
We may
not realize gains from our equity investments.
Certain investments that we have made in the past and may make
in the future include warrants or other equity securities.
Investments in equity securities involve a number of significant
risks, including the risk of further dilution as a result of
additional issuances, inability to access additional capital and
failure to pay current distributions. Investments in preferred
securities involve special risks, such as the risk of deferred
distributions, credit risk, illiquidity and limited voting
rights. In addition, we may from time to time make non-control,
equity co-investments in companies in conjunction with private
equity sponsors. Our goal is ultimately to realize gains upon
our disposition of such equity interests. However, the equity
interests we receive may not appreciate in value and, in fact,
may decline in value. Accordingly, we may not be able to realize
gains from our equity interests, and any gains that we do
realize on the disposition of any equity interests may not be
sufficient to offset any other losses we experience. We also may
be unable to realize any value if a portfolio company does not
have a liquidity event, such as a sale of the business,
recapitalization or public offering, which would allow us to
sell the underlying equity interests. We often seek puts or
similar rights to give us the right to sell our equity
securities back to the portfolio company issuer. We may be
unable to exercise these puts rights for the consideration
provided in our investment documents if the issuer is in
financial distress.
Risks
Relating to Our Common Stock
Shares
of closed-end investment companies, including business
development companies, frequently trade at a discount to their
net asset value.
Shares of closed-end investment companies, including BDCs,
frequently trade at a discount from net asset value. This
characteristic of closed-end investment companies and BDCs is
separate and distinct from the risk
43
that our net asset value per share may decline. We cannot
predict whether our common stock will trade at, above or below
net asset value. In addition, if our common stock trades below
net asset value, we will generally not be able to issue
additional common stock at the market price without first
obtaining the approval of our stockholders and our independent
directors. At our Annual Stockholders Meeting on May 5,
2010, our stockholders voted to allow us to issue common stock
at a price below net asset value per share for a period of one
year ending on the earlier of May 4, 2011 or the date of
our 2011 annual meeting of stockholders. Our stockholders did
not specify a maximum discount below net asset value at which we
are able to issue our common stock; however, we do not intend to
issue shares of our common stock below net asset value unless
our Board of Directors determines that it would be in our
stockholders best interests to do so.
Investing
in our common stock may involve an above average degree of
risk.
The investments we make in accordance with our investment
objective may result in a higher amount of risk than alternative
investment options and a higher risk of volatility or loss of
principal. Our investments in portfolio companies may be highly
speculative, and therefore, an investment in our shares may not
be suitable for someone with lower risk tolerance.
The
market price of our common stock may be volatile and fluctuate
significantly.
Fluctuations in the trading prices of our shares may adversely
affect the liquidity of the trading market for our shares and,
if we seek to raise capital through future equity financings,
our ability to raise such equity capital. The market price and
liquidity of the market for our common stock may be
significantly affected by numerous factors, some of which are
beyond our control and may not be directly related to our
operating performance. These factors include:
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significant volatility in the market price and trading volume of
securities of BDCs or other companies in our sector, which are
not necessarily related to the operating performance of these
companies;
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changes in regulatory policies or tax guidelines, particularly
with respect to RICs, BDCs or SBICs;
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inability to obtain certain exemptive relief from the SEC;
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loss of RIC status or either of our SBIC subsidiaries
status as an SBIC;
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changes in earnings or variations in operating results;
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changes in the value of our portfolio of investments;
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any shortfall in investment income or net investment income or
any increase in losses from levels expected by investors or
securities analysts;
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loss of a major funding source;
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fluctuations in interest rates;
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the operating performance of companies comparable to us;
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departure of our key personnel;
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global or national credit market changes; and
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general economic trends and other external factors.
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As illustrated by recent events in the market for subprime
loans, and mortgage securities generally, the market for any
security is subject to volatility. The loans and securities
purchased by us and issued by us are no exception to this
fundamental investment truism that prices will fluctuate,
although we lack any material exposure to the subprime and
mortgage markets.
44
We may
be unable to invest a significant portion of the net proceeds
raised in our recent offerings on acceptable terms, which would
harm our financial condition and operating
results.
Delays in investing the net proceeds raised in our recent
offerings may cause our performance to be worse than that of
other fully invested BDCs or other lenders or investors pursuing
comparable investment strategies. We cannot assure you that we
will be able to identify any investments that meet our
investment objective or that any investment that we make will
produce a positive return. We may be unable to invest the net
proceeds from our recent offerings on acceptable terms within
the time period that we anticipated or at all, which could harm
our financial condition and operating results.
We anticipate that, depending on market conditions, it may take
a substantial period of time to invest substantially all of the
net proceeds of our recent offerings in securities meeting our
investment objective. During this period, we have and will
continue to invest the net proceeds primarily in cash, cash
equivalents, U.S. government securities, repurchase
agreements and high-quality debt instruments maturing in one
year or less from the time of investment, which may produce
returns that are significantly lower than the returns which we
expect to achieve when our portfolio is fully invested in
securities meeting our investment objective. As a result, any
dividends that we pay during such period may be substantially
lower than the dividends that we may be able to pay when our
portfolio is fully invested in securities meeting our investment
objective. In addition, until such time as the net proceeds from
our recent offerings are invested in securities meeting our
investment objective, the market price for our common stock may
decline. Thus, the return on your investment may be lower than
when, if ever, our portfolio is fully invested in securities
meeting our investment objective.
Recent
developments may increase the risks associated with our business
and an investment in us.
Beginning in the third quarter of 2007, the U.S. economy
and financial markets have been experiencing a high level of
volatility, disruption and stress, which was exacerbated by the
failure of several major financial institutions in the last few
months of 2008. In addition, the U.S. economy entered a
recession, which was severe and prolonged. Similar conditions
have occurred in the financial markets and economies of numerous
other countries and could worsen, both in the U.S. and
globally. These conditions have raised the level of many of the
risks described herein and could have an adverse effect on our
portfolio companies and on their results of operations,
financial conditions, access to credit and capital. The stress
in the credit market and upon banks has led other creditors to
tighten credit and the terms of credit. In certain cases, senior
lenders to our customers can block payments by our customers in
respect of our loans to such customers. In turn, these could
have adverse effects on our business, financial condition,
results of operations, dividend payments, access to capital,
valuation of our assets and our stock price. Notwithstanding
recent gains across both the equity and debt markets, these
conditions may continue for a prolonged period of time or worsen
in the future.
If, in
the future, we sell common stock at a discount to our net asset
value per share, stockholders who do not participate in such
sale will experience immediate dilution in an amount that may be
material.
At our annual meeting of stockholders held on May 5, 2010,
our stockholders approved our ability to sell an unlimited
number of shares of our common stock at any level of discount
from net asset value per share for a period of one year ending
on the earlier of May 4, 2011 or the date of our 2011
annual meeting of stockholders. If we issue or sell shares of
our common stock at a discount to net asset value, it will pose
a risk of dilution to our stockholders. In particular,
stockholders who do not purchase additional shares at or below
the discounted price in proportion to their current ownership
will experience an immediate decrease in net asset value per
share (as well as in the aggregate net asset value of their
shares if they do not participate at all). These stockholders
will also experience a disproportionately greater decrease in
their participation in our earnings and assets and their voting
power than the increase we experience in our assets, potential
earning power and voting interests from such issuances or sale.
In addition, such sales may adversely affect the price at which
our common stock trades.
45
If a
substantial number of shares become available for sale and are
sold in a short period of time, the market price of our common
stock could decline.
As of December 31, 2010, we had 14,928,987 shares of
common stock outstanding. Sales of substantial amounts of our
common stock, or the availability of shares for sale, could
adversely affect the prevailing market price of our common
stock. If this occurs and continues, it could impair our ability
to raise additional capital through the sale of equity
securities should we desire to do so.
Provisions
of the Maryland General Corporation Law and our charter and
bylaws could deter takeover attempts and have an adverse impact
on the price of our common stock.
The Maryland General Corporation Law and our charter and bylaws
contain provisions that may have the effect of discouraging,
delaying or making difficult a change in control of our Company
or the removal of our incumbent directors. Specifically, our
Board of Directors may adopt resolutions to classify our Board
of Directors so that stockholders do not elect every director on
an annual basis. Also, our charter provides that a director may
be removed only for cause by the vote of at least two-thirds of
the votes entitled to be cast for the election of directors
generally. In addition, our bylaws provide that a special
meeting of stockholders may be called by the stockholders only
upon the written request of the stockholders entitled to cast at
least a majority of all the votes entitled to be cast at the
meeting.
In addition, subject to the provisions of the 1940 Act, our
charter permit our Board of Directors, without stockholder
action, to authorize the issuance of shares of stock in one or
more classes or series, including preferred stock. Subject to
compliance with the 1940 Act, our Board of Directors may,
without stockholder action, amend our charter to increase the
number of shares of stock of any class or series that we have
authority to issue. The existence of these provisions, among
others, may have a negative impact on the price of our common
stock and may discourage third party bids for ownership of our
company. These provisions may prevent any premiums being offered
to you for shares of our common stock.
Terrorist
attacks, acts of war or national disasters may affect any market
for our common stock, impact the businesses in which we invest
and harm our business, operating results and financial
condition.
Terrorist acts, acts of war or national disasters may disrupt
our operations, as well as the operations of the businesses in
which we invest. Such acts have created, and continue to create,
economic and political uncertainties and have contributed to
global economic instability. Future terrorist activities,
military or security operations, or natural disasters could
further weaken the domestic/global economies and create
additional uncertainties, which may negatively impact the
businesses in which we invest directly or indirectly and, in
turn, could have a material adverse impact on our business,
operating results and financial condition. Losses from terrorist
attacks and natural disasters are generally uninsurable.
We
could face losses and potential liability if intrusion, viruses
or similar disruptions to our technology jeopardize our
confidential information or that of users of our
technology.
Although we have implemented, and will continue to implement,
security measures, our technology platform is and will continue
to be vulnerable to intrusion, computer viruses or similar
disruptive problems caused by transmission from unauthorized
users. The misappropriation of proprietary information could
expose us to a risk of loss or litigation.
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Item 1B.
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Unresolved
Staff Comments.
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Not applicable.
We do not own any real estate or other physical properties
materially important to our operation or any of our
subsidiaries. Currently, we lease approximately
11,027 square feet of office space located at 3700
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Glenwood Avenue, Suite 530, Raleigh, North Carolina 27612.
We believe that our current facilities are adequate for our
business as we intend to conduct it.
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Item 3.
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Legal
Proceedings.
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We are not a party to any pending legal proceedings.
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Item 4.
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Removed
and Reserved.
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PART II
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Item 5.
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Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
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Common
Stock and Holders
Our common stock began trading on the Nasdaq Global Select
Market under the symbol TCAP on February 15,
2007. Prior to that date, there was no established public
trading market for our common stock. On December 29, 2010,
we transferred our listing of common stock to the New York Stock
Exchange, or NYSE, under the existing ticker symbol
TCAP. As a result of our transfer, we voluntarily
ceased trading on the Nasdaq Global Select Market. The following
table sets forth the range of high and low intraday sales prices
per share of our common stock as reported on the respective
exchange for the periods indicated.
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High
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Low
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First Quarter of 2009
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$
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12.92
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$
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5.21
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Second Quarter of 2009
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12.38
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7.50
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Third Quarter of 2009
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12.77
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10.26
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Fourth Quarter of 2009
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13.28
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10.95
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First Quarter of 2010
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14.53
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11.45
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Second Quarter of 2010
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16.38
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12.16
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Third Quarter of 2010
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16.81
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14.06
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Fourth Quarter of 2010
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20.97
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15.90
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As of March 7, 2011, there were approximately 62 holders of
record of the common stock. This number does not include
stockholders for whom shares are held in nominee or
street name.
Distributions
Declared
We intend to make distributions on a quarterly basis to our
stockholders of substantially all of our income. We may make
deemed distributions of certain net capital gains to our
stockholders.
The following table summarizes our distributions declared during
the years ended December 31, 2009 and 2010:
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Record
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Payment
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Date Declared
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Date
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Date
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Amount
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February 13, 2009
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February 27, 2009
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March 13, 2009
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0.05
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March 11, 2009
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March 25, 2009
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April 8, 2009
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0.40
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June 16, 2009
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July 9, 2009
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July 23, 2009
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0.40
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September 23, 2009
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October 8, 2009
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October 22, 2009
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0.41
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December 1, 2009
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December 22, 2009
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January 5, 2010
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0.41
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March 11, 2010
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March 25, 2010
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April 8, 2010
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0.41
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June 1, 2010
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June 15, 2010
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June 29, 2010
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0.41
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August 25, 2010
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September 8, 2010
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September 22, 2010
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0.41
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December 1, 2010
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December 15, 2010
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December 29, 2010
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0.42
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47
Each year, a statement on IRS
Form 1099-DIV
identifying the source(s) of the distribution (i.e., paid from
ordinary income, paid from net capital gains on the sale of
securities,
and/or a
return of
paid-in-capital
surplus which is a nontaxable distribution) is mailed to our
stockholders. To the extent that our distributions for a fiscal
year exceed current and accumulated earnings and profits, a
portion of those distributions may be deemed a return of capital
to our stockholders for U.S. federal income tax purposes.
Thus, the source of a distribution to our stockholders may be
the original capital invested by the stockholder rather than our
taxable ordinary income or capital gains. Stockholders should
read any written disclosure accompanying a dividend payment
carefully and should not assume that any distribution is taxable
as ordinary income or capital gains.
The table below shows the detail of our distributions for the
years ended December 31, 2010 and 2009:
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Years Ended December 31,
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2010
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2009
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Amount
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% of Total
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Amount
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% of Total
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Ordinary income
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$
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1.61
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97.6
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%
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$
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1.62
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97.0
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%
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Capital gains
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0.04
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2.4
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0.05
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3.0
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|
|
Total reported on tax
Form 1099-DIV
|
|
$
|
1.65
|
|
|
|
100.0
|
%
|
|
$
|
1.67
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary income is reported on
Form 1099-DIV
as either qualified or non-qualified and capital gains are
reported on
Form 1099-DIV
in various subcategories which have differing tax treatments to
stockholders. Those subcategories are not presented herein.
Distribution
Policy
We generally intend to make distributions on a quarterly basis
to our stockholders of substantially all of our income. In order
to avoid certain excise taxes imposed on RICs, we must
distribute during each calendar year an amount at least equal to
the sum of (1) 98.0% of our ordinary income for the
calendar year, (2) 98.2% of our capital gains in excess of
capital losses for the calendar year, and (3) any ordinary
income and net capital gains for the preceding year that were
not distributed during such year. We will not be subject to
excise taxes on amounts on which we are required to pay
corporate income tax (such as retained net capital gains). In
order to obtain the tax benefits applicable to RICs, we will be
required to distribute to our stockholders with respect to each
taxable year at least 90.0% of our ordinary income and realized
net short-term capital gains in excess of realized net long-term
capital losses. We may retain for investment realized net
long-term capital gains in excess of realized net short-term
capital losses. We may make deemed distributions to our
stockholders of any retained net capital gains. If this happens,
our stockholders will be treated as if they received an actual
distribution of the capital gains we retain and then reinvested
the net after-tax proceeds in our common stock. Our stockholders
also may be eligible to claim a tax credit (or, in certain
circumstances, a tax refund) equal to their allocable share of
the tax we paid on the capital gains deemed distributed to them.
Please refer to Business Material
U.S. Federal Income Tax Considerations included in
Item 1 of Part I of this Annual Report for further
information regarding the consequences of our retention of net
capital gains. We may, in the future, make actual distributions
to our stockholders of some or all realized net long-term
capital gains in excess of realized net short-term capital
losses. We can offer no assurance that we will achieve results
that will permit the payment of any cash distributions and, if
we issue senior securities, we will be prohibited from making
distributions if doing so causes us to fail to maintain the
asset coverage ratios stipulated by the 1940 Act or if
distributions are limited by the terms of any of our borrowings.
See Business Regulation of Business
Development Companies included in Item 1 of
Part I of this Annual Report.
We have adopted a dividend reinvestment plan, or DRIP, that
provides for reinvestment of our distributions on behalf of our
stockholders, unless a stockholder elects to receive cash as
provided below. As a result, if our board of directors
authorizes, and we declare, a cash dividend, then our
stockholders who have not opted out of our DRIP will
have their cash dividends automatically reinvested in additional
shares of our common stock, rather than receiving the cash
dividends.
48
No action will be required on the part of a registered
stockholder to have their cash dividend reinvested in shares of
our common stock. A registered stockholder may elect to receive
an entire dividend in cash by notifying The Bank of New York
Mellon, the Plan Administrator (our transfer agent
and registrar), in writing so that such notice is received by
the Plan Administrator no later than the record date for
dividends to stockholders. The Plan Administrator will set up an
account for shares acquired through the DRIP for each
stockholder who has not elected to receive dividends in cash and
hold such shares in non-certificated form. Upon request by a
stockholder participating in the DRIP, received in writing not
less than three days prior to the record date, the Plan
Administrator will, instead of crediting shares to the
participants account, issue a certificate registered in
the participants name for the number of whole shares of
our common stock and a check for any fractional share. Those
stockholders whose shares are held by a broker or other
financial intermediary may receive dividends in cash by
notifying their broker or other financial intermediary of their
election.
We intend to use primarily newly issued shares to implement the
DRIP, so long as our shares are trading at or above net asset
value. If our shares are trading below net asset value, we
intend to purchase shares in the open market in connection with
our implementation of the DRIP. If we use newly issued shares to
implement the DRIP, the number of shares to be issued to a
stockholder is determined by dividing the total dollar amount of
the dividend payable to such stockholder by the market price per
share of our common stock at the close of regular trading on the
NYSE on the dividend payment date. Market price per share on
that date will be the closing price for such shares on the NYSE
or, if no sale is reported for such day, at the average of their
reported bid and asked prices. If we purchase shares in the open
market to implement the DRIP, the number of shares to be issued
to a stockholder is determined by dividing the total dollar
amount of the dividend payable to such stockholder by the
average price per share for all shares purchased by the Plan
Administrator in the open market in connection with the
dividend. The number of shares of our common stock to be
outstanding after giving effect to payment of the dividend
cannot be established until the value per share at which
additional shares will be issued has been determined and
elections of our stockholders have been tabulated.
There are no brokerage charges or other charges to stockholders
for participating in the DRIP. However, certain brokerage firms
may charge brokerage charges or other charges to their
customers. We pay the Plan Administrators fees under the
plan. If a participant elects by written notice to the Plan
Administrator to have the Plan Administrator sell part or all of
the shares held by the Plan Administrator in the
participants account and remit the proceeds to the
participant, the Plan Administrator is authorized to deduct a
$15.00 transaction fee plus a $0.10 per share brokerage
commission from such participants proceeds.
Stockholders who receive dividends in the form of stock
generally are subject to the same federal, state and local tax
consequences as are stockholders who elect to receive their
dividends in cash. A stockholders basis for determining
gain or loss upon the sale of stock received in a dividend from
us will be equal to the total dollar amount of the dividend
payable to the stockholder. Any stock received in a dividend
will have a holding period for tax purposes commencing on the
day following the day on which the shares are credited to the
U.S. stockholders account.
Participants may terminate their accounts under the DRIP by
notifying the Plan Administrator via its website at
https://www.bnymellon.com/shareowner/isd, by filling out the
transaction request form located at the bottom of their
statement and sending it to the Plan Administrator at BNY Mellon
Shareowner Services, P.O. Box 358035, Pittsburgh,
Pennsylvania
15252-8015,
or by calling the Plan Administrator at
(866) 228-7201.
We may terminate the DRIP upon notice in writing mailed to each
participant at least 30 days prior to any record date for
the payment of any dividend by us. All correspondence concerning
the plan should be directed to the Plan Administrator by mail at
BNY Mellon Shareowner Services, P.O. Box 358035,
Pittsburgh, Pennsylvania
15252-8015.
Our ability to make distributions will be limited by the asset
coverage requirements under the 1940 Act. For a more detailed
discussion, see Regulation included in Item 1
of Part I of this Annual Report on
Form 10-K.
49
Securities
Authorized for Issuance Under our Equity Incentive
Plan
Our Board of Directors and sole stockholder approved the
Triangle Capital Corporation 2007 Equity Incentive Plan, or the
Original Plan, effective February 13, 2007, for the purpose
of attracting and retaining the services of executive officers,
directors and other key employees. During our fiscal year ended
December 31, 2007, no equity incentive awards were granted
under the Original Plan, in part due to certain 1940 Act
restrictions which disallow the issuance of certain types of
compensation to a BDCs non-employee directors and
employees without having first obtained exemptive relief. In
2007, we filed a request with the SEC for such exemptive relief
with respect to our ability to issue restricted stock to our
employees and non-employee directors. On March 18, 2008 we
received an order from the SEC authorizing such issuance of
restricted stock to our employees and non-employee directors
pursuant to the terms of the Amended and Restated Plan and as
otherwise set forth in the exemptive order. In 2008, our Board
approved, and the stockholders voted to approve, the Triangle
Capital Corporation Amended and Restated 2007 Equity Incentive
Plan, or the Amended and Restated Plan.
The following table provides information regarding the number of
shares of restricted stock authorized and available under the
Amended and Restated Plan as of December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
|
Number of
|
|
|
|
|
|
Remaining Available
|
|
|
|
Securities to be
|
|
|
Weighted-Average
|
|
|
for Future Issuance
|
|
|
|
Issued Upon
|
|
|
Exercise Price of
|
|
|
Under Equity
|
|
|
|
Exercise of Outstanding
|
|
|
Outstanding
|
|
|
Compensation Plans
|
|
|
|
Options, Warrants
|
|
|
Options, Warrants
|
|
|
(Excluding Securities
|
|
Plan Category
|
|
and Rights
|
|
|
and Rights
|
|
|
Reflected in Column(a)
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
Equity compensation plans approved by security holders(1)
|
|
|
|
|
|
|
|
|
|
|
516,594
|
(2)
|
Equity compensation plans not approved by security holders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
516,594
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The Amended and Restated Plan is the only equity compensation
plan currently utilized by the Company. |
|
(2) |
|
The Amended and Restated Plan has an aggregate of
900,000 shares of common stock reserved for issuance. |
Sales of
Unregistered Securities
During the year ended December 31, 2010, we issued a total
of 332,149 shares of our common stock under our DRIP
pursuant to an exemption from the registration requirements of
the Securities Act of 1933. The aggregate offering price for the
shares of common stock sold under the DRIP was approximately
$4,879,000.
Issuer
Purchases of Equity Securities
Pursuant to Section 23(c)(1) of the 1940 Act, we intend to
purchase our common stock in the open market in order to satisfy
our DRIP obligations if, at the time of the distribution of any
dividend, our common stock is trading at a price per share below
net asset value. We did not purchase any shares of our common
stock during the three months ended December 31, 2010.
50
Performance
Graph
The following graph compares the cumulative total return on our
common stock with the cumulative total return of the Triangle
Capital Corporation Peer Group Index, the Nasdaq Composite Index
and the NYSE Composite Index for the four years ended
December 31, 2010. This comparison assumes $100.00 was
invested at the closing price of our common stock on
February 15, 2007 (the date our common stock began to trade
on the Nasdaq Global Market in connection with our initial
public offering) in our common stock and in the comparison
groups and assumes the reinvestment of all cash dividends on the
ex-dividend date prior to any tax effect. The stock price
performance shown on the graph below is not necessarily
indicative of future price performance.
Comparison
of Annual Cumulative Total Return(1)
among Triangle Capital Corporation, the Triangle Capital
Corporation
Peer Group Index, the Nasdaq Composite Index and the NYSE
Composite Index
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/15/07
|
|
|
3/31/07
|
|
|
6/30/07
|
|
|
9/30/07
|
|
|
12/31/07
|
Triangle Capital Corporation
|
|
|
|
100.00
|
|
|
|
|
91.00
|
|
|
|
|
95.43
|
|
|
|
|
93.44
|
|
|
|
|
89.40
|
|
NASDAQ Composite Index
|
|
|
|
100.00
|
|
|
|
|
98.35
|
|
|
|
|
106.30
|
|
|
|
|
111.39
|
|
|
|
|
109.61
|
|
NYSE Composite Index
|
|
|
|
100.00
|
|
|
|
|
100.46
|
|
|
|
|
107.83
|
|
|
|
|
110.15
|
|
|
|
|
107.40
|
|
Triangle Capital Corporation Peer Group Index(2)
|
|
|
|
100.00
|
|
|
|
|
95.40
|
|
|
|
|
92.52
|
|
|
|
|
93.07
|
|
|
|
|
74.99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31/08
|
|
|
6/30/08
|
|
|
9/30/08
|
|
|
12/31/08
|
Triangle Capital Corporation
|
|
|
|
85.94
|
|
|
|
|
84.29
|
|
|
|
|
90.74
|
|
|
|
|
83.45
|
|
NASDAQ Composite Index
|
|
|
|
93.84
|
|
|
|
|
94.88
|
|
|
|
|
84.54
|
|
|
|
|
64.90
|
|
NYSE Composite Index
|
|
|
|
97.60
|
|
|
|
|
96.78
|
|
|
|
|
84.70
|
|
|
|
|
65.24
|
|
Triangle Capital Corporation Peer Group Index(2)
|
|
|
|
76.55
|
|
|
|
|
55.04
|
|
|
|
|
57.59
|
|
|
|
|
13.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31/09
|
|
|
6/30/09
|
|
|
9/30/09
|
|
|
12/31/09
|
Triangle Capital Corporation
|
|
|
|
65.96
|
|
|
|
|
93.79
|
|
|
|
|
109.91
|
|
|
|
|
115.08
|
|
NASDAQ Composite Index
|
|
|
|
63.01
|
|
|
|
|
75.69
|
|
|
|
|
87.69
|
|
|
|
|
94.16
|
|
NYSE Composite Index
|
|
|
|
56.87
|
|
|
|
|
68.02
|
|
|
|
|
80.07
|
|
|
|
|
83.69
|
|
Triangle Capital Corporation Peer Group Index(2)
|
|
|
|
10.09
|
|
|
|
|
18.80
|
|
|
|
|
21.26
|
|
|
|
|
19.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31/10
|
|
|
6/30/10
|
|
|
9/30/10
|
|
|
12/31/10
|
Triangle Capital Corporation
|
|
|
|
137.47
|
|
|
|
|
143.29
|
|
|
|
|
165.13
|
|
|
|
|
203.56
|
|
NASDAQ Composite Index
|
|
|
|
99.50
|
|
|
|
|
87.71
|
|
|
|
|
98.94
|
|
|
|
|
110.80
|
|
NYSE Composite Index
|
|
|
|
87.22
|
|
|
|
|
76.27
|
|
|
|
|
86.32
|
|
|
|
|
94.90
|
|
Triangle Capital Corporation Peer Group Index(2)
|
|
|
|
27.28
|
|
|
|
|
25.73
|
|
|
|
|
29.94
|
|
|
|
|
36.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
From February 15, 2007, the date our common stock began to
trade on the Nasdaq Global Market in connection with our initial
public offering to December 31, 2010. |
|
(2) |
|
The Triangle Capital Corporation Peer Group consists of the
following internally-managed closed-end investment companies
that have elected to be regulated as BDCs under the 1940 Act:
American Capital Strategies Ltd., Fifth Street Finance Corp.,
Harris & Harris Group, Inc., Hercules Technology
Growth Capital, Inc., Kohlberg Capital Corporation, Main Street
Capital Corporation and MCG Capital Corporation. In our 2009
Annual Report on
Form 10-K,
the Triangle Capital Corporation Peer Group included Allied
Capital Corporation, which was acquired by Ares Capital
Corporation in 2010 and as a result is no longer publicly
traded. For 2010, we have added Fifth Street Finance Corp. to
the Triangle Capital Corporation Peer Group as a replacement for
Allied Capital Corporation. |
52
|
|
Item 6.
|
Selected
Financial Data.
|
As discussed further in Note 1 to our financial statements
included in Item 8 of this Annual Report on
Form 10-K,
on February 21, 2007, concurrent with the closing of our
initial public offering (the IPO), we acquired the
Fund and TML (the Funds General Partner) in exchange for
shares of our common stock. These acquisitions constituted an
exchange of shares between entities under common control. In
accordance with the guidance on exchanges of shares between
entities under common control contained in FASB Accounting
Standards Codification Topic 805, Business Combinations,
the selected historical financial and other data below for the
year ended December 31, 2007 are presented as if the
acquisition had occurred as of January 1, 2007. In
addition, the selected historical financial and other data below
for the year ended December 31, 2006 is presented on a
combined basis in order to provide comparative information with
respect to prior periods. The selected financial data at and for
the fiscal years ended December 31, 2006, 2007, 2008, 2009
and 2010, have been derived from our financial statements that
have been audited by Ernst & Young LLP, an independent
registered public accounting firm. You should read this selected
financial and other data in conjunction with our
Managements Discussion and Analysis of Financial
Condition and Results of Operations and the financial
statements and notes thereto.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2006
|
|
|
2007
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
|
(Dollars in thousands)
|
|
|
Income statement data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest, fee and dividend income
|
|
$
|
6,443
|
|
|
$
|
10,912
|
|
|
$
|
21,056
|
|
|
$
|
27,149
|
|
|
$
|
35,641
|
|
Interest income from cash and cash equivalent investments
|
|
|
280
|
|
|
|
1,824
|
|
|
|
303
|
|
|
|
613
|
|
|
|
344
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment income
|
|
|
6,723
|
|
|
|
12,736
|
|
|
|
21,359
|
|
|
|
27,762
|
|
|
|
35,985
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
1,834
|
|
|
|
2,073
|
|
|
|
4,228
|
|
|
|
6,900
|
|
|
|
7,350
|
|
Amortization of deferred financing fees
|
|
|
100
|
|
|
|
113
|
|
|
|
255
|
|
|
|
364
|
|
|
|
797
|
|
Management fees
|
|
|
1,589
|
|
|
|
233
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses
|
|
|
115
|
|
|
|
3,894
|
|
|
|
6,254
|
|
|
|
6,449
|
|
|
|
7,689
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
3,638
|
|
|
|
6,313
|
|
|
|
10,737
|
|
|
|
13,713
|
|
|
|
15,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
3,085
|
|
|
|
6,423
|
|
|
|
10,622
|
|
|
|
14,049
|
|
|
|
20,149
|
|
Net realized gain (loss) on investments
Non-Control/Non-Affiliate
|
|
|
6,027
|
|
|
|
(760
|
)
|
|
|
(1,393
|
)
|
|
|
448
|
|
|
|
(1,623
|
)
|
Net realized gain (loss) on investments Affiliate
|
|
|
|
|
|
|
141
|
|
|
|
|
|
|
|
|
|
|
|
(3,856
|
)
|
Net realized gain on investments Control
|
|
|
|
|
|
|
|
|
|
|
2,829
|
|
|
|
|
|
|
|
|
|
Net unrealized appreciation (depreciation) of investments
|
|
|
(415
|
)
|
|
|
3,061
|
|
|
|
(4,286
|
)
|
|
|
(10,310
|
)
|
|
|
10,941
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net gain (loss) on investments
|
|
|
5,612
|
|
|
|
2,442
|
|
|
|
(2,850
|
)
|
|
|
(9,862
|
)
|
|
|
5,462
|
|
Provision for income taxes
|
|
|
|
|
|
|
(52
|
)
|
|
|
(133
|
)
|
|
|
(150
|
)
|
|
|
(220
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
$
|
8,697
|
|
|
$
|
8,813
|
|
|
$
|
7,639
|
|
|
$
|
4,037
|
|
|
$
|
25,391
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income per share basic and diluted
|
|
|
N/A
|
|
|
$
|
0.95
|
|
|
$
|
1.54
|
|
|
$
|
1.63
|
|
|
$
|
1.58
|
|
Net increase in net assets resulting from operations per
share basic and diluted
|
|
|
N/A
|
|
|
$
|
1.31
|
|
|
$
|
1.11
|
|
|
$
|
0.47
|
|
|
$
|
1.99
|
|
Net asset value per common share
|
|
|
N/A
|
|
|
$
|
13.74
|
|
|
$
|
13.22
|
|
|
$
|
11.03
|
|
|
$
|
12.09
|
|
Dividends declared per common share
|
|
|
N/A
|
|
|
$
|
0.98
|
|
|
$
|
1.44
|
|
|
$
|
1.62
|
|
|
$
|
1.61
|
|
Capital gains distributions declared per common share
|
|
|
N/A
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
0.05
|
|
|
$
|
0.04
|
|
53
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2006
|
|
|
2007
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
|
(Dollars in thousands)
|
|
|
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments at fair value
|
|
$
|
54,247
|
|
|
$
|
113,037
|
|
|
$
|
182,105
|
|
|
$
|
201,318
|
|
|
$
|
325,991
|
|
Cash and cash equivalents
|
|
|
2,556
|
|
|
|
21,788
|
|
|
|
27,193
|
|
|
|
55,200
|
|
|
|
54,820
|
|
Interest and fees receivable
|
|
|
135
|
|
|
|
305
|
|
|
|
680
|
|
|
|
677
|
|
|
|
868
|
|
Prepaid expenses and other current assets
|
|
|
|
|
|
|
47
|
|
|
|
95
|
|
|
|
287
|
|
|
|
119
|
|
Deferred offering costs
|
|
|
1,021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
|
|
|
|
34
|
|
|
|
48
|
|
|
|
29
|
|
|
|
47
|
|
Deferred financing fees
|
|
|
985
|
|
|
|
999
|
|
|
|
3,546
|
|
|
|
3,540
|
|
|
|
6,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
58,944
|
|
|
$
|
136,210
|
|
|
$
|
213,667
|
|
|
$
|
261,051
|
|
|
$
|
388,045
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and partners capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
825
|
|
|
$
|
1,144
|
|
|
$
|
1,609
|
|
|
$
|
2,222
|
|
|
$
|
2,269
|
|
Interest payable
|
|
|
606
|
|
|
|
699
|
|
|
|
1,882
|
|
|
|
2,334
|
|
|
|
2,388
|
|
Distribution / dividends payable
|
|
|
532
|
|
|
|
2,041
|
|
|
|
2,767
|
|
|
|
4,775
|
|
|
|
|
|
Income taxes payable
|
|
|
|
|
|
|
52
|
|
|
|
30
|
|
|
|
59
|
|
|
|
198
|
|
Deferred revenue
|
|
|
25
|
|
|
|
31
|
|
|
|
|
|
|
|
75
|
|
|
|
37
|
|
Deferred income taxes
|
|
|
|
|
|
|
1,760
|
|
|
|
844
|
|
|
|
577
|
|
|
|
209
|
|
SBA-guaranteed debentures payable
|
|
|
31,800
|
|
|
|
37,010
|
|
|
|
115,110
|
|
|
|
121,910
|
|
|
|
202,465
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
33,788
|
|
|
|
42,737
|
|
|
|
122,242
|
|
|
|
131,952
|
|
|
|
207,566
|
|
Total partners capital / stockholders equity
|
|
|
25,156
|
|
|
|
93,473
|
|
|
|
91,425
|
|
|
|
129,099
|
|
|
|
180,479
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and partners capital /
stockholders equity
|
|
$
|
58,944
|
|
|
$
|
136,210
|
|
|
$
|
213,667
|
|
|
$
|
261,051
|
|
|
$
|
388,045
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average yield on total investments(1)
|
|
|
13.3
|
%
|
|
|
12.6
|
%
|
|
|
13.2
|
%
|
|
|
13.5
|
%
|
|
|
13.7
|
%
|
Number of portfolio companies
|
|
|
19
|
|
|
|
26
|
|
|
|
34
|
|
|
|
37
|
|
|
|
48
|
|
Expense ratios (as percentage of average net assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
8.3
|
%
|
|
|
4.4
|
%
|
|
|
6.6
|
%
|
|
|
6.6
|
%
|
|
|
5.3
|
%
|
Interest expense and deferred financing fees
|
|
|
9.5
|
|
|
|
2.4
|
|
|
|
4.7
|
|
|
|
7.4
|
|
|
|
5.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
17.8
|
%
|
|
|
6.8
|
%
|
|
|
11.3
|
%
|
|
|
14.0
|
%
|
|
|
10.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Excludes non-accrual debt investments |
54
|
|
Item 7.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations.
|
The information in this section contains forward-looking
statements that involve risks and uncertainties. Please see
Risk Factors and Special Note Regarding
Forward-Looking Statements for a discussion of the
uncertainties, risks and assumptions associated with these
statements. You should read the following discussion in
conjunction with the combined financial statements and related
notes and other financial information appearing elsewhere in
this Annual Report.
The following discussion is designed to provide a better
understanding of our financial statements, including a brief
discussion of our business, key factors that impacted our
performance and a summary of our operating results. The
following discussion should be read in conjunction with the
Financial Statements and the notes thereto included in
Item 8 of this Annual Report on
Form 10-K.
Historical results and percentage relationships among any
amounts in the financial statements are not necessarily
indicative of trends in operating results for any future periods.
Overview
of our Business
We are a Maryland corporation which has elected to be treated
and operates as an internally managed business development
company, or BDC, under the Investment Company Act of 1940, or
1940 Act. Our wholly owned subsidiaries, Triangle Mezzanine
Fund LLLP, or the Fund, and Triangle Mezzanine Fund II
LP, or Fund II, are licensed as small business investment
companies, or SBICs, by the United States Small Business
Administration, or SBA. In addition, the Fund has also elected
to be treated as a BDC under the 1940 Act. We, the Fund and
Fund II invest primarily in debt instruments, equity
investments, warrants and other securities of lower middle
market privately held companies located in the United States.
Our business is to provide capital to lower middle market
companies in the United States. We focus on investments in
companies with a history of generating revenues and positive
cash flows, an established market position and a proven
management team with a strong operating discipline. Our target
portfolio company has annual revenues between $20.0 million
and $100.0 million and annual earnings before interest,
taxes, depreciation and amortization, or EBITDA, between
$3.0 million and $20.0 million.
We invest primarily in subordinated debt securities secured by
second lien security interests in portfolio company assets,
coupled with equity interests. On a more limited basis, we also
invest in senior debt securities secured by first lien security
interests in portfolio companies. Our investments generally
range from $5.0 million to $15.0 million per portfolio
company. In certain situations, we have partnered with other
funds to provide larger financing commitments.
We generate revenues in the form of interest income, primarily
from our investments in debt securities, loan origination and
other fees and dividend income. Fees generated in connection
with our debt investments are recognized over the life of the
loan using the effective interest method or, in some cases,
recognized as earned. In addition, we generate revenue in the
form of capital gains, if any, on warrants or other
equity-related securities that we acquire from our portfolio
companies. Our debt investments generally have a term of between
three and seven years and typically bear interest at fixed rates
between 12.0% and 17.0% per annum. Certain of our debt
investments have a form of interest, referred to as payment in
kind, or PIK, interest, that is not paid currently but that is
accrued and added to the loan balance and paid at the end of the
term. In our negotiations with potential portfolio companies, we
generally seek to minimize PIK interest. Cash interest on our
debt investments is generally payable monthly; however, some of
our debt investments pay cash interest on a quarterly basis. As
of December 31, 2010 and 2009, the weighted average yield
on our outstanding debt investments other than non-accrual debt
investments (including PIK interest) was approximately 15.1% and
14.7%, respectively. The weighted average yield on all of our
outstanding investments (including equity and equity-linked
investments but excluding non-accrual debt investments) was
approximately 13.7% and 13.5% as of December 31, 2010 and
2009, respectively. The weighted average yield on all of our
outstanding investments (including equity and equity-linked
investments and non-accrual debt investments) was approximately
12.9% and 12.5% as of December 31, 2010 and 2009,
respectively.
55
The Fund and Fund II are eligible to issue debentures
guaranteed by the SBA to the capital markets at favorable
interest rates and invest these funds in portfolio companies. We
intend to continue to operate the Fund and Fund II as
SBICs, subject to SBA approval, and to utilize the proceeds of
the issuance of SBA-guaranteed debentures, referred to herein as
SBA leverage, to enhance returns to our stockholders.
Portfolio
Composition
The total value of our investment portfolio was
$326.0 million as of December 31, 2010, as compared to
$201.3 million as of December 31, 2009. As of
December 31, 2010, we had investments in 48 portfolio
companies with an aggregate cost of $324.0 million. As of
December 31, 2009, we had investments in 37 portfolio
companies with an aggregate cost of $209.9 million. As of
both December 31, 2010 and 2009, none of our portfolio
investments represented greater than 10% of the total fair value
of our investment portfolio.
As of December 31, 2010 and December 31, 2009, our
investment portfolio consisted of the following investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
Percentage of
|
|
|
|
Cost
|
|
|
Total Portfolio
|
|
|
Fair Value
|
|
|
Total Portfolio
|
|
|
December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated debt, Unitranche and 2nd lien notes
|
|
$
|
279,433,775
|
|
|
|
86
|
%
|
|
$
|
270,994,677
|
|
|
|
83
|
%
|
Senior debt
|
|
|
8,631,760
|
|
|
|
3
|
|
|
|
7,639,159
|
|
|
|
3
|
|
Equity shares
|
|
|
29,115,890
|
|
|
|
9
|
|
|
|
38,719,699
|
|
|
|
12
|
|
Equity warrants
|
|
|
5,985,882
|
|
|
|
2
|
|
|
|
7,902,458
|
|
|
|
2
|
|
Royalty rights
|
|
|
874,400
|
|
|
|
|
|
|
|
734,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
324,041,707
|
|
|
|
100
|
%
|
|
$
|
325,990,593
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated debt, Unitranche and 2nd lien notes
|
|
$
|
179,482,425
|
|
|
|
86
|
%
|
|
$
|
166,087,684
|
|
|
|
83
|
%
|
Senior debt
|
|
|
11,090,514
|
|
|
|
5
|
|
|
|
10,847,886
|
|
|
|
5
|
|
Equity shares
|
|
|
15,778,681
|
|
|
|
8
|
|
|
|
17,182,500
|
|
|
|
9
|
|
Equity warrants
|
|
|
2,715,070
|
|
|
|
1
|
|
|
|
6,250,600
|
|
|
|
3
|
|
Royalty rights
|
|
|
874,400
|
|
|
|
|
|
|
|
949,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
209,941,090
|
|
|
|
100
|
%
|
|
$
|
201,317,970
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment
Activity
During the year ended December 31, 2010, we made sixteen
new investments totaling $140.7 million, additional debt
investments in ten existing portfolio companies totaling
$32.3 million and five additional equity investments in
existing portfolio companies totaling approximately
$0.6 million. In addition, we sold three equity investments
in portfolio companies for total proceeds of approximately
$5.4 million, resulting in realized gains totaling
approximately $4.1 million, and converted subordinated debt
investments in two portfolio companies to equity, resulting in
realized losses totaling approximately $10.4 million. We
also sold a convertible note investment in a portfolio company
for proceeds of approximately $2.3 million, resulting in a
realized gain of approximately $0.9 million. We had nine
portfolio company loans repaid at par totaling approximately
$43.0 million and received normal principal repayments,
partial loan prepayments and PIK interest repayments totaling
approximately $7.9 million in the year ended
December 31, 2010.
During the year ended December 31, 2009, we made seven new
investments totaling $43.0 million, additional debt
investments in three existing portfolio companies totaling
$4.1 million and five additional equity investments in
existing portfolio companies totaling approximately
$1.4 million. We also sold two investments in portfolio
companies for approximately $1.9 million, resulting in
realized gains totaling
56
$1.8 million and recognized realized losses related to
restructurings of two portfolio companies totaling
$1.3 million. We had four portfolio company loans repaid at
par in the amount of $13.2 million. In addition, we
received normal principal repayments, partial loan prepayments
and PIK interest repayments totaling approximately
$9.2 million in the year ended December 31, 2009.
Total portfolio investment activity for the years ended
December 31, 2010 and 2009 was as follows:
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Fair value of portfolio, beginning of period
|
|
$
|
201,317,970
|
|
|
$
|
182,105,291
|
|
New investments
|
|
|
173,581,930
|
|
|
|
48,475,570
|
|
Proceeds from sales of investments
|
|
|
(5,433,709
|
)
|
|
|
(1,888,384
|
)
|
Loan origination fees received
|
|
|
(3,351,568
|
)
|
|
|
(952,500
|
)
|
Principal repayments received
|
|
|
(49,481,126
|
)
|
|
|
(19,543,314
|
)
|
Payment in kind interest earned
|
|
|
5,979,858
|
|
|
|
5,074,819
|
|
Payment in kind interest payments received
|
|
|
(3,710,551
|
)
|
|
|
(2,909,804
|
)
|
Accretion/writeoff of loan discounts
|
|
|
701,268
|
|
|
|
421,495
|
|
Accretion of deferred loan origination revenue
|
|
|
1,268,839
|
|
|
|
663,506
|
|
Net realized gain (loss) on investments
|
|
|
(5,454,327
|
)
|
|
|
448,164
|
|
Net unrealized gain (loss) on investments
|
|
|
10,572,009
|
|
|
|
(10,576,873
|
)
|
|
|
|
|
|
|
|
|
|
Fair value of portfolio, end of period
|
|
$
|
325,990,593
|
|
|
$
|
201,317,970
|
|
|
|
|
|
|
|
|
|
|
Weighted average yield on debt investments as of end of period(1)
|
|
|
15.1
|
%
|
|
|
14.7
|
%
|
|
|
|
|
|
|
|
|
|
Weighted average yield on total investments as of end of
period(1)
|
|
|
13.7
|
%
|
|
|
13.5
|
%
|
|
|
|
|
|
|
|
|
|
Weighted average yield on total investments at end of period
|
|
|
12.9
|
%
|
|
|
12.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Excludes non-accrual debt investments. |
Non-Accrual
Assets
As of December 31, 2010, the fair value of our non-accrual
assets was approximately $9.6 million, which comprised 3.0%
of the total fair value of our portfolio, and the cost of our
non-accrual assets was approximately $17.4 million, which
comprised 5.4% of the total cost of our portfolio. Our
non-accrual assets as of December 31, 2010 are as follows:
Gerli and
Company
In November 2008, we placed our debt investment in Gerli and
Company, or Gerli, on non-accrual status. As a result, under
generally accepted accounting principles in the United States,
or U.S. GAAP, we no longer recognize interest income on our
debt investment in Gerli for financial reporting purposes.
During 2008, we recognized an unrealized loss on our debt
investment in Gerli of $1.2 million and in the year ended
December 31, 2009, we recognized an additional unrealized
loss on our debt investment in Gerli of $0.5 million. In
the year ended December 31, 2010, we recognized an
unrealized gain on our debt investment in Gerli of approximately
$0.7 million. As of December 31, 2010, the cost of our
debt investment in Gerli was $3.3 million and the fair
value of such investment was $2.3 million.
Fire
Sprinkler Systems, Inc.
In October 2008, we placed our debt investment in Fire Sprinkler
Systems, Inc., or Fire Sprinkler Systems, on non-accrual status.
As a result, under U.S. GAAP, we no longer recognize
interest income on our debt investment in Fire Sprinkler Systems
for financial reporting purposes. During 2008, we recognized an
unrealized loss of $1.4 million on our subordinated note
investment in Fire Sprinkler Systems. In the year
57
ended December 31, 2009, we recognized an additional
unrealized loss on our debt investment in Fire Sprinkler Systems
of $0.3 million and in the year ended December 31,
2010, we recognized an additional unrealized loss on our debt
investment in Fire Sprinkler Systems of $0.3 million. As of
December 31, 2010, the cost of our debt investment in Fire
Sprinkler Systems was $2.6 million and the fair value of
such investment was $0.8 million.
American
De-Rosa Lamparts, LLC and Hallmark Lighting
In 2008, we recognized an unrealized loss of $1.2 million
on our subordinated note investment in American De-Rosa
Lamparts, LLC and Hallmark Lighting, or collectively, ADL. This
unrealized loss reduced the fair value of our investment in ADL
to $6.9 million as of December 31, 2008. Through
August 31, 2009, we continued to receive interest payments
from ADL in accordance with the loan agreement. In September
2009, we received notification from ADLs senior lender
that ADL was blocked from making interest payments to us. As a
result, we placed our investment in ADL on non-accrual status
and under U.S. GAAP, we no longer recognize interest income
on our investment in ADL for financial reporting purposes. In
the year ended December 31, 2009, we recognized an
additional unrealized loss on our investment in ADL of
$3.2 million and in the first quarter of 2010, we
recognized an unrealized gain on our investment in ADL of
approximately $0.1 million. In June 2010, we converted
approximately $3.0 million of our subordinated debt in ADL
to equity as part of a restructuring, resulting in realized loss
of approximately $3.0 million. As of December 31,
2010, the cost of our investment in ADL was approximately
$5.2 million and the fair value of such investment was
approximately $4.0 million.
FCL
Graphics, Inc. 2nd Lien Note
During the first eight months of 2009, we received cash interest
on our 2nd Lien note in FCL Graphics, Inc., or FCL, at the
stated contractual rate (20% per annum as of September 30,
2009). In September 2009, FCL did not make the scheduled
interest payments on its 2nd Lien notes. As a result, we
placed our 2nd Lien note in FCL on non-accrual status and
therefore, under U.S. GAAP, we no longer recognized
interest income on our 2nd Lien note investment in FCL for
financial reporting purposes. In November 2009, we amended the
terms of our note with FCL. The terms of the amendment provide
for cash interest at a rate of LIBOR plus 250 basis points
per annum and PIK interest at a rate of 8% per annum. In
addition, we exchanged approximately $0.4 million of unpaid
PIK interest on our FCL 2nd Lien note for common equity in
FCL Graphics, resulting in a $0.4 million realized loss.
While we are currently recognizing cash interest on our
2nd Lien investment in FCL, we have placed the PIK
component of this note on non-accrual status. In the year ended
December 31, 2009, we recognized an unrealized loss on our
2nd Lien note investment in FCL of approximately
$2.2 million and in the year ended December 31, 2010,
we recognized an unrealized loss on our 2nd Lien note
investment in FCL of approximately $0.8 million. As of
December 31, 2010, the cost of our 2nd Lien note
investment in FCL was approximately $3.0 million and the
fair value of our 2nd Lien note investment in FCL was zero.
Wholesale
Floors, Inc.
During the first seven months of 2010, we received cash and PIK
interest on our subordinated note investment in Wholesale
Floors, Inc., or Wholesale Floors. We did not receive scheduled
interest payments from Wholesale Floors in August and September
2010 and in October 2010, we received notification from
Wholesale Floors senior lender that Wholesale Floors was
blocked from making interest payments to us. As a result, we
placed our debt investments in Wholesale Floors on non-accrual
status and under U.S. GAAP, we no longer recognize interest
income on our debt investments in Wholesale Floors for financial
reporting purposes. For the year ended December 31, 2010,
we recognized an unrealized loss on our subordinated note
investment in Wholesale Floors of approximately
$0.8 million. As of December 31, 2010, the cost of our
debt investment in Wholesale Floors was approximately
$3.4 million and the fair value of our debt investment in
Wholesale Floors was approximately $2.6 million.
58
We are currently involved in discussions with the Wholesale
Floors investor group regarding various restructuring
alternatives. While there can be no assurance that these
discussions will result in terms that are acceptable to us, the
Wholesale Floors investor group is working diligently toward an
acceptable restructuring.
Results
of Operations
Comparison
of year ended December 31, 2010 and December 31,
2009
Investment
Income
For the year ended December 31, 2010, total investment
income was $36.0 million, a 30% increase from
$27.8 million of total investment income for the year ended
December 31, 2009. This increase was primarily attributable
to a $7.6 million increase in total loan interest, fee and
dividend income and a $0.9 million increase in total PIK
interest income due to a net increase in our portfolio
investments from December 31, 2009 to December 31,
2010, partially offset by a $0.3 million decrease in
interest income from cash and cash equivalent investments due to
a decrease in average cash balances in 2010 over 2009 due to the
increased deployment of cash for purchases of portfolio
investments. Non-recurring fee income was $2.6 million for
the year ended December 31, 2010 as compared to
$0.8 million for the year ended December 31, 2009.
Expenses
For the year ended December 31, 2010, expenses increased by
15% to $15.8 million from $13.7 million for the year
ended December 31, 2009. The increase in expenses was
primarily attributable to a $1.2 million increase in
general and administrative expenses as a result of higher salary
expenses during 2010 due to an increase in employees and
non-cash compensation expenses. The increase in expenses was
also attributable to a $0.4 million increase in
amortization of deferred financing fees associated with the
early repayment of certain SBA guaranteed debentures in the
third quarter of 2010 and a $0.4 million increase in
interest expense as a result of higher average balances of
SBA-guaranteed debentures outstanding during the year ended
December 31, 2010 than in the same period in 2009.
Net
Investment Income
As a result of the $8.2 million increase in total
investment income and the $2.1 million increase in
expenses, net investment income for the year ended
December 31, 2010 was $20.1 million compared to net
investment income of $14.0 million during the year ended
December 31, 2009.
Net
Increase in Net Assets Resulting From Operations
For the year ended December 31, 2010, we realized a gain on
the sale of one affiliate investment of approximately
$3.6 million, gains on the sales of two
non-control/non-affiliate investments totaling approximately
$0.5 million, a realized loss on the partial conversion of
one non-control/non-affiliate debt investment to equity of
approximately $3.0 million, a realized loss on the
conversion of one affiliate debt investment to equity of
approximately $7.4 million, and a realized gain of
$0.9 million on the repayment of a convertible note from
another non-control/non-affiliate investment. In addition,
during the year ended December 31, 2010, we recorded net
unrealized appreciation of investments totaling approximately
$10.9 million, comprised of 1) unrealized appreciation
on 19 investments totaling approximately $18.6 million,
2) unrealized depreciation on 18 investments totaling
approximately $13.9 million and 3) $6.2 million
in net unrealized appreciation reclassification adjustments
related to the realized gains and realized loss noted above.
For the year ended December 31, 2009, total net realized
gains on non-control/non-affiliate investments was approximately
$0.4 million, which consisted of realized gains on the
sales of two investments totaling approximately
$1.8 million, partially offset by realized losses on the
restructuring of two other investments totaling approximately
$1.3 million. In addition, in the year ended
December 31, 2009, we recorded net unrealized depreciation
of investments, net of income taxes, in the amount of
$10.3 million, comprised primarily of 1) unrealized
depreciation on 15 investments totaling approximately
$17.4 million, 2) unrealized appreciation, net of tax,
on 13 other investments totaling approximately
$7.3 million, and 3) net unrealized
59
depreciation reclassification adjustments of approximately
$0.2 million related to the realized losses on
non-control/non-affiliate investments.
As a result of these events, our net increase in net assets from
operations during the year ended December 31, 2010 was
$25.4 million as compared to $4.0 million for the year
ended December 31, 2009.
Comparison
of year ended December 31, 2009 and December 31,
2008
Investment
Income
For the year ended December 31, 2009, total investment
income was $27.8 million, a 30% increase from
$21.4 million of total investment income for the year ended
December 31, 2008. This increase was primarily attributable
to a $4.8 million increase in total loan interest, fee and
dividend income and a $1.3 million increase in total PIK
interest income due to a net increase in our portfolio
investments from December 31, 2008 to December 31,
2009, and a $0.3 million increase in interest income from
cash and cash equivalent investments due to an increase in
average cash balances in 2009 over the 2008 due to proceeds from
our secondary offerings of common stock. Non-recurring fee
income was $0.8 million for the year ended
December 31, 2009 as compared to $0.7 million for the
year ended December 31, 2008.
Expenses
For the year ended December 31, 2009, expenses increased by
28% to $13.7 million from $10.7 million for the year
ended December 31, 2008. The increase in expenses was
primarily attributable to a $2.7 million increase in
interest expense. The increase in interest expense is related to
higher average balances of SBA-guaranteed debentures outstanding
during the year ended December 31, 2009 than in the
comparable period in 2008. In addition, during 2008, a
significant portion of our outstanding SBA-guaranteed debentures
were bearing interest at interim (pre-pooling) interest rates,
which are generally lower than the fixed pooled interest rates.
During 2009, these debentures bore interest at the higher fixed
rates resulting in increased interest expense.
Net
Investment Income
As a result of the $6.4 million increase in total
investment income and the $3.0 million increase in
expenses, net investment income for the year ended
December 31, 2009 was $14.0 million compared to net
investment income of $10.6 million during the year ended
December 31, 2008.
Net
Increase in Net Assets Resulting From Operations
For the year ended December 31, 2009, total net realized
gains on non-control/non-affiliate investments was approximately
$0.4 million, which consisted of realized gains on the
sales of two investments totaling approximately
$1.8 million, partially offset by realized losses on the
restructuring of two other investments totaling approximately
$1.3 million. For the year ended December 31, 2008,
total net realized gains on investments totaled approximately
$1.4 million. Net realized gain on control investments for
the year ended December 31, 2008 was $2.8 million,
which consisted of a realized gain on one investment. For the
year ended December 31, 2008, net realized loss on
non-control/non-affiliate investments was $1.4 million,
which consisted of a realized loss on the writeoff of one
investment of $1.5 million and a realized gain on one
investment of $0.1 million.
In the year ended December 31, 2009, we recorded net
unrealized depreciation of investments, net of income taxes, in
the amount of $10.3 million, comprised primarily of
unrealized depreciation on 15 investments totaling approximately
$17.4 million and unrealized appreciation, net of tax, on
13 other investments totaling approximately $7.3 million.
In addition, we recorded net unrealized depreciation
reclassification adjustments of approximately $0.2 million
related to the realized losses on non-control/non-affiliate
investments noted above. In the year ended December 31,
2008, we recorded net unrealized depreciation of investments,
net of income taxes, in the amount of $4.3 million,
comprised partially of net unrealized depreciation
reclassification adjustments of approximately $1.2 million
related to the realized gain on control
60
investments and the realized losses on non-control/non-affiliate
investments noted above. In addition, in the year ended
December 31, 2008, we recorded unrealized appreciation, net
of tax, on eleven other investments totaling $5.6 million
and unrealized depreciation on 17 investments totaling
$8.6 million.
As a result of these events, our net increase in net assets from
operations during the year ended December 31, 2009 was
$4.0 million as compared to $7.6 million for the year
ended December 31, 2008.
Liquidity
and Capital Resources
We believe that our current cash and cash equivalents on hand,
our available SBA leverage and our anticipated cash flows from
operations will be adequate to meet our cash needs for our daily
operations for at least the next twelve months.
In the future, depending on the valuation of the Fund and
Fund IIs assets pursuant to SBA guidelines, the Fund
and Fund II may be limited by provisions of the Small
Business Investment Act of 1958, and SBA regulations governing
SBICs, from making certain distributions to Triangle Capital
Corporation that may be necessary to enable Triangle Capital
Corporation to make the minimum required distributions to its
stockholders and qualify as a RIC.
Cash
Flows
For the year ended December 31, 2010, we experienced a net
decrease in cash and cash equivalents in the amount of
$0.4 million. During that period, our operating activities
used $97.5 million in cash, consisting primarily of new
portfolio investments of $173.6 million, partially offset
by repayments of loans received and proceeds from sales of
investments of $54.9 million. In addition, financing
activities provided $97.1 million of cash, consisting
primarily of proceeds from a public stock offering of
$41.2 million, borrowings under SBA guaranteed debentures
payable of $102.8 million, offset by cash dividends paid in
the amount of $20.9 million, repayments of SBA guaranteed
debentures of $22.3 million and financing fees paid in the
amount of $3.5 million. At December 31, 2010, we had
$54.8 million of cash and cash equivalents on hand.
For the year ended December 31, 2009, we experienced a net
increase in cash and cash equivalents in the amount of
$28.0 million. During that period, our operating activities
used $13.4 million in cash, consisting primarily of new
portfolio investments of $48.5 million, partially offset by
repayments of loans received and proceeds from sales of
investments of $21.4 million. We generated
$41.4 million of cash from financing activities, consisting
of proceeds from public stock offerings of $47.3 million
and proceeds from borrowings under SBA guaranteed debentures
payable of $6.8 million, offset by financing fees paid of
$0.4 million and cash dividends paid of $12.3 million.
At December 31, 2009, we had $55.2 million of cash and
cash equivalents on hand.
For the year ended December 31, 2008, we experienced a net
increase in cash and cash equivalents in the amount of
$5.4 million. During that period, our operating activities
used $60.6 million in cash, consisting primarily of new
portfolio investments of $93.1 million, partially offset by
repayments of loans received and proceeds from sales of
investments of $21.0 million. We generated
$66.1 million of cash from financing activities, consisting
of proceeds from borrowings under SBA guaranteed debentures
payable of $78.1 million, offset by financing fees paid of
$2.8 million and cash dividends paid of $9.2 million.
At December 31, 2008, we had $27.2 million of cash and
cash equivalents on hand.
Financing
Transactions
Due to the Fund and Fund IIs status as licensed
SBICs, the Fund and Fund II have the ability to issue
debentures guaranteed by the SBA at favorable interest rates.
Under the Small Business Investment Act and the SBA rules
applicable to SBICs, an SBIC (or group of SBICs under common
control) can have outstanding at any time debentures guaranteed
by the SBA in an amount up to two times (and in certain cases,
up to three times) the amount of its regulatory capital, which
generally is the amount raised from private investors. The
maximum statutory limit on the dollar amount of outstanding
debentures guaranteed by the SBA issued by a single SBIC is
currently $150.0 million and by a group of SBICs under
common control is $225.0 million.
61
Debentures guaranteed by the SBA have a maturity of ten years,
with interest payable semi-annually. The principal amount of the
debentures is not required to be paid before maturity but may be
pre-paid at any time. Debentures issued prior to September 2006
were subject to pre-payment penalties during their first five
years. Those pre-payment penalties no longer apply to debentures
issued after September 1, 2006.
As of December 31, 2010, the Fund has issued the maximum
$150.0 million of SBA guaranteed debentures. As of
December 31, 2010, Fund II has issued
$53.4 million in face amount of SBA guaranteed debentures
and has a leverage commitment from the SBA to issue the
remaining $21.6 million of the $75.0 million statutory
maximum of SBA guaranteed debentures. In addition to a
one time 1.0% fee on the total commitment from the
SBA, we also pay a one time 2.425% fee on the amount
of each SBA debenture issued (2.0% for SBA LMI debentures).
These fees are capitalized as deferred financing costs and are
amortized over the term of the debt agreements using the
effective interest method. The weighted average interest rates
for all SBA guaranteed debentures as of December 31, 2010
was 3.95%. The weighted average interest rate as of
December 31, 2010 included $139.1 million of pooled
SBA-guaranteed debentures with a weighted average fixed interest
rate of 5.29% and $63.4 million of unpooled SBA-guaranteed
debentures with a weighted average interim interest rate of 1.0%.
Distributions
to Stockholders
We have elected to be treated as a RIC under Subchapter M of the
Internal Revenue Code of 1986, as amended, or the Code, and
intend to make the required distributions to our stockholders as
specified therein. In order to qualify as a RIC and to obtain
RIC tax benefits, we must meet certain minimum distribution,
source-of-income
and asset diversification requirements. If such requirements are
met, then we are generally required to pay income taxes only on
the portion of our taxable income and gains we do not distribute
(actually or constructively) and certain built-in gains. We met
our minimum distribution requirements for 2010, 2009 and 2008
and continually monitor our distribution requirements with the
goal of ensuring compliance with the Code.
The minimum distribution requirements applicable to RICs require
us to distribute to our stockholders at least 90% of our
investment company taxable income, or ICTI, as defined by the
Code, each year. Depending on the level of ICTI earned in a tax
year, we may choose to carry forward ICTI in excess of current
year distributions into the next tax year and pay a 4.0% excise
tax on such excess. Any such carryover ICTI must be distributed
before the end that next tax year through a dividend declared
prior to filing the final tax return related to the year which
generated such ICTI.
ICTI generally differs from net investment income for financial
reporting purposes due to temporary and permanent differences in
the recognition of income and expenses. We may be required to
recognize ICTI in certain circumstances in which we do not
receive cash. For example, if we hold debt obligations that are
treated under applicable tax rules as having original issue
discount (such as debt instruments issued with warrants), we
must include in ICTI each year a portion of the original issue
discount that accrues over the life of the obligation,
regardless of whether cash representing such income is received
by us in the same taxable year. We may also have to include in
ICTI other amounts that we have not yet received in cash, such
as 1) PIK interest income and 2) interest income from
investments that have been classified as non-accrual for
financial reporting purposes. Interest income on non-accrual
investments is not recognized for financial reporting purposes,
but generally is recognized in ICTI. Because any original issue
discount or other amounts accrued will be included in our ICTI
for the year of accrual, we may be required to make a
distribution to our stockholders in order to satisfy the minimum
distribution requirements, even though we will not have received
and may not ever receive any corresponding cash amount. ICTI
also excludes net unrealized appreciation or depreciation, as
investment gains or losses are not included in taxable income
until they are realized.
Current
Market Conditions
Beginning in 2008, the debt and equity capital markets in the
United States were severely impacted by significant write-offs
in the financial services sector relating to subprime mortgages
and the re-pricing of credit risk in the broadly syndicated bank
loan market, among other factors. These events, along with the
62
deterioration of the housing market, led to an economic
recession in the U.S. and abroad. Banks, investment
companies and others in the financial services industry reported
significant write-downs in the fair value of their assets, which
led to the failure of a number of banks and investment
companies, a number of distressed mergers and acquisitions, the
government take-over of the nations two largest
government-sponsored mortgage companies, the passage of the
$700 billion Emergency Economic Stabilization Act of 2008
in October 2008 and the passage of the American Recovery and
Reinvestment Act of 2009 (the Stimulus Bill) in
February 2009. These events significantly impacted the financial
and credit markets and reduced the availability of debt and
equity capital for the market as a whole, and for financial
firms in particular. Notwithstanding recent gains across both
the equity and debt markets, these conditions may continue for a
prolonged period of time or worsen in the future. Although we
have been able to secure access to additional liquidity,
including our recent public stock offering, and increased
leverage available through the SBIC program as a result of the
Stimulus Bill, there is no assurance that debt or equity capital
will be available to us in the future on favorable terms, or at
all.
Critical
Accounting Policies and Use of Estimates
The preparation of our financial statements in accordance with
accounting principles generally accepted in the United States
requires management to make certain estimates and assumptions
that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses for the periods covered by such financial
statements. We have identified investment valuation and revenue
recognition as our most critical accounting estimates. On an
on-going basis, we evaluate our estimates, including those
related to the matters described below. These estimates are
based on the information that is currently available to us and
on various other assumptions that we believe to be reasonable
under the circumstances. Actual results could differ materially
from those estimates under different assumptions or conditions.
A discussion of our critical accounting policies follows.
Investment
Valuation
The most significant estimate inherent in the preparation of our
financial statements is the valuation of investments and the
related amounts of unrealized appreciation and depreciation of
investments recorded. We have established and documented
processes and methodologies for determining the fair values of
portfolio company investments on a recurring (quarterly) basis
in accordance with FASB ASC Topic 820, Fair Value
Measurements and Disclosures, or ASC Topic 820. ASC Topic
820 defines fair value, establishes a framework for measuring
fair value in accordance with generally accepted accounting
principles and expands disclosures about fair value
measurements. As discussed below, we have engaged an independent
valuation firm to assist us in our valuation process.
ASC Topic 820 clarifies that the exchange price is the price in
an orderly transaction between market participants to sell an
asset or transfer a liability in the market in which the
reporting entity would transact for the asset or liability, that
is, the principal or most advantageous market for the asset or
liability. The transaction to sell the asset or transfer the
liability is a hypothetical transaction at the measurement date,
considered from the perspective of a market participant that
holds the asset or owes the liability. ASC Topic 820 provides a
consistent definition of fair value which focuses on exit price
and prioritizes, within a measurement of fair value, the use of
market-based inputs over entity-specific inputs. In addition,
ASC Topic 820 provides a framework for measuring fair value and
establishes a three-level hierarchy for fair value measurements
based upon the transparency of inputs to the valuation of an
asset or liability as of the measurement date. The three levels
of valuation hierarchy established by ASC Topic 820 are defined
as follows:
Level 1 inputs to the valuation
methodology are quoted prices (unadjusted) for identical assets
or liabilities in active markets.
Level 2 inputs to the valuation
methodology include quoted prices for similar assets and
liabilities in active markets, and inputs that are observable
for the asset or liability, either directly or indirectly, for
substantially the full term of the financial instrument.
63
Level 3 inputs to the valuation
methodology are unobservable and significant to the fair value
measurement.
A financial instruments categorization within the
valuation hierarchy is based upon the lowest level of input that
is significant to the fair value measurement. Our investment
portfolio is comprised of debt and equity instruments of
privately held companies for which quoted prices falling within
the categories of Level 1 and Level 2 inputs are not
available. Therefore, we value all of our investments at fair
value, as determined in good faith by our Board of Directors,
using Level 3 inputs, as further described below. Due to
the inherent uncertainty in the valuation process, our Board of
Directors estimate of fair value may differ significantly
from the values that would have been used had a ready market for
the securities existed, and the differences could be material.
In addition, changes in the market environment and other events
that may occur over the life of the investments may cause the
gains or losses ultimately realized on these investments to be
different than the valuations currently assigned.
Debt and equity securities that are not publicly traded and for
which a limited market does not exist are valued at fair value
as determined in good faith by our Board of Directors. There is
no single standard for determining fair value in good faith, as
fair value depends upon circumstances of each individual case.
In general, fair value is the amount that we might reasonably
expect to receive upon the current sale of the security.
We evaluate the investments in portfolio companies using the
most recently available portfolio company financial statements
and forecasts. We also consult with the portfolio companys
senior management to obtain further updates on the portfolio
companys performance, including information such as
industry trends, new product development and other operational
issues. Additionally, we consider some or all of the following
factors:
|
|
|
|
|
financial standing of the issuer of the security;
|
|
|
|
comparison of the business and financial plan of the issuer with
actual results;
|
|
|
|
the size of the security held as it relates to the liquidity of
the market for such security;
|
|
|
|
pending public offering of common stock by the issuer of the
security;
|
|
|
|
pending reorganization activity affecting the issuer, such as
merger or debt restructuring;
|
|
|
|
ability of the issuer to obtain needed financing;
|
|
|
|
changes in the economy affecting the issuer;
|
|
|
|
financial statements and reports from portfolio company senior
management and ownership;
|
|
|
|
the type of security, the securitys cost at the date of
purchase and any contractual restrictions on the disposition of
the security;
|
|
|
|
discount from market value of unrestricted securities of the
same class at the time of purchase;
|
|
|
|
special reports prepared by analysts;
|
|
|
|
information as to any transactions or offers with respect to the
security
and/or sales
to third parties of similar securities;
|
|
|
|
the issuers ability to make payments and the type of
collateral;
|
|
|
|
the current and forecasted earnings of the issuer;
|
|
|
|
statistical ratios compared to lending standards and to other
similar securities; and
|
|
|
|
other pertinent factors.
|
In making the good faith determination of the value of debt
securities, we start with the cost basis of the security, which
includes the amortized original issue discount, and PIK
interest, if any. We also use a risk rating system to estimate
the probability of default on the debt securities and the
probability of loss if there is
64
a default. The risk rating system covers both qualitative and
quantitative aspects of the business and the securities held. In
valuing debt securities, management utilizes an income
approach model that considers factors including, but not
limited to, (i) the portfolio investments current
risk rating, (ii) the portfolio companys current
trailing twelve months, or TTM, results of operations as
compared to the portfolio companys TTM results of
operations as of the date the investment was made and the
portfolio companys anticipated results for the next twelve
months of operations, (iii) the portfolio companys
current leverage as compared to its leverage as of the date the
investment was made, and (iv) publicly available
information regarding current pricing and credit metrics for
similar proposed and executed investment transactions of private
companies and, (v) when management believes a relevant
comparison exists, current pricing and credit metrics for
similar proposed and executed investment transactions of
publicly traded debt.
In valuing equity securities of private companies, we consider
valuation methodologies consistent with industry practice,
including but not limited to (i) valuation using a
valuation model based on original transaction multiples and the
portfolio companys recent financial performance,
(ii) publicly available information regarding the valuation
of the securities based on recent sales in comparable
transactions of private companies and, (iii) when
management believes there are comparable companies that are
publicly traded, a review of these publicly traded companies and
the market multiple of their equity securities.
Duff & Phelps, LLC, or Duff & Phelps, an
independent valuation firm, provides third party valuation
consulting services to us, which consist of certain limited
procedures that we identified and requested Duff &
Phelps to perform (hereinafter referred to as the
procedures). We generally request Duff &
Phelps to perform the procedures on each portfolio company at
least once in every calendar year and for new portfolio
companies, at least once in the twelve-month period subsequent
to the initial investment. In addition, we generally request
Duff & Phelps to perform the procedures on a portfolio
company when there has been a significant change in the fair
value of the investment. In certain instances, we may determine
that it is not cost-effective, and as a result is not in our
stockholders best interest, to request Duff &
Phelps to perform the procedures on one or more portfolio
companies. Such instances include, but are not limited to,
situations where the fair value of our investment in the
portfolio company is determined to be insignificant relative to
our total investment portfolio.
The total number of investments and the percentage of our
portfolio that we asked Duff & Phelps to perform such
procedures are summarized below by period:
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of Total
|
|
|
Total
|
|
Investments at
|
For the Quarter Ended:
|
|
Companies
|
|
Fair Value(1)
|
|
March 31, 2008
|
|
|
6
|
|
|
|
35
|
%
|
June 30, 2008
|
|
|
5
|
|
|
|
18
|
%
|
September 30, 2008
|
|
|
8
|
|
|
|
29
|
%
|
December 31, 2008
|
|
|
8
|
|
|
|
34
|
%
|
March 31, 2009
|
|
|
7
|
|
|
|
26
|
%
|
June 30, 2009
|
|
|
6
|
|
|
|
20
|
%
|
September 30, 2009
|
|
|
7
|
|
|
|
24
|
%
|
December 31, 2009
|
|
|
8
|
|
|
|
40
|
%
|
March 31, 2010
|
|
|
7
|
|
|
|
25
|
%
|
June 30, 2010
|
|
|
8
|
|
|
|
29
|
%
|
September 30, 2010
|
|
|
8
|
|
|
|
26
|
%
|
December 31, 2010
|
|
|
9
|
|
|
|
29
|
%
|
|
|
|
(1) |
|
Exclusive of the fair value of new investments made during the
quarter |
Upon completion of the procedures, Duff & Phelps
concluded that the fair value, as determined by the Board of
Directors, of those investments subjected to the procedures did
not appear to be unreasonable. Our
65
Board of Directors is ultimately and solely responsible for
determining the fair value of our investments in good faith.
Revenue
Recognition
Interest
and Dividend Income
Interest income, adjusted for amortization of premium and
accretion of original issue discount, is recorded on the accrual
basis to the extent that such amounts are expected to be
collected. Generally, when interest
and/or
principal payments on a loan become past due, or if we otherwise
do not expect the borrower to be able to service its debt and
other obligations, we will place the loan on non-accrual status
and will generally cease recognizing interest income on that
loan for financial reporting purposes until all principal and
interest have been brought current through payment or due to a
restructuring such that the interest income is deemed to be
collectible. We write off any previously accrued and uncollected
interest when it is determined that interest is no longer
considered collectible. Dividend income is recorded on the
ex-dividend date.
Fee
Income
Loan origination, facility, commitment, consent and other
advance fees received in connection with the origination of a
loan are recorded as deferred income and recognized as income
over the term of the loan. Loan prepayment penalties and loan
amendment fees are recorded into income when received. Any
previously deferred fees are immediately recorded into income
upon prepayment of the related loan.
Payment
in Kind Interest (PIK)
We currently hold, and we expect to hold in the future, some
loans in our portfolio that contain a PIK interest provision.
The PIK interest, computed at the contractual rate specified in
each loan agreement, is added to the principal balance of the
loan, rather than being paid to us in cash, and is recorded as
interest income. Thus, the actual collection of PIK interest may
be deferred until the time of debt principal repayment.
To maintain our status as a RIC, this non-cash source of income
must be paid out to stockholders in the form of dividends, even
though we have not yet collected the cash. Generally, when
current cash interest
and/or
principal payments on a loan become past due, or if we otherwise
do not expect the borrower to be able to service its debt and
other obligations, we will place the loan on non-accrual status
and will generally cease recognizing PIK interest income on that
loan for financial reporting purposes until all principal and
interest has been brought current through payment or due to a
restructuring such that the interest income is deemed to be
collectible. We write off any previously accrued and uncollected
PIK interest when it is determined that the PIK interest is no
longer collectible.
Recently
Issued Accounting Standards
In January 2010, the Financial Accounting Standards Board, or
FASB, issued Accounting Standards Update
No. 2010-06,
Fair Value Measurements and Disclosures, or Topic 820.
This update improves disclosure requirements related to Fair
Value Measurements and Disclosures-Overall Subtopic, or Subtopic
820-10, of
the FASB Standards Codification. These improved disclosure
requirements will provide a greater level of disaggregated
information and more robust disclosures about valuation
techniques and inputs to fair value measurements. We adopted
these changes beginning with its financial statements for the
quarter ended March 31, 2010. The adoption of these changes
did not have a material impact on our financial position or
results of operations.
Off-Balance
Sheet Arrangements
We currently have no off-balance sheet arrangements.
66
Quantitative
and Qualitative Disclosure About Market Risk
The recent economic recession may continue to impact the broader
financial and credit markets and may continue to reduce the
availability of debt and equity capital for the market as a
whole and financial firms in particular. This reduction in
spending has had an adverse effect on a number of the industries
in which some of our portfolio companies operate, and on certain
of our portfolio companies as well.
During 2009, we experienced write-downs in our portfolio,
several of which were due to declines in the operating
performance of certain portfolio companies. During 2010, we
experienced a $10.9 million increase in the fair value of
our investment portfolio related to unrealized appreciation of
investments.
As of December 31, 2010, the fair value of our non-accrual
assets was approximately $9.6 million, which comprised
approximately 3.0% of the total fair value of our portfolio, and
the cost of our non-accrual assets was approximately
$17.4 million, or 5.4% of the total cost of our portfolio.
In addition to these non-accrual assets, as of December 31,
2010, we had, on a fair value basis, approximately
$12.0 million of debt investments, or 3.7% of the total
fair value of our portfolio, which were current with respect to
scheduled principal and interest payments, but which were
carried at less than cost. The cost of these assets as of
December 31, 2010 was approximately $13.6 million, or
4.2% of the total cost of our portfolio.
While the equity and debt markets have recently improved, these
stressed conditions may continue for a prolonged period of time
or worsen in the future. In the event that the economy
deteriorates further, the financial position and results of
operations of certain of the middle-market companies in our
portfolio could be further affected adversely, which ultimately
could lead to difficulty in our portfolio companies meeting debt
service requirements and lead to an increase in defaults. There
can be no assurance that the performance of our portfolio
companies will not be further impacted by economic conditions,
which could have a negative impact on our future results.
In addition, we are subject to interest rate risk. Interest rate
risk is defined as the sensitivity of our current and future
earnings to interest rate volatility, variability of spread
relationships, the difference in re-pricing intervals between
our assets and liabilities and the effect that interest rates
may have on our cash flows. Changes in the general level of
interest rates can affect our net interest income, which is the
difference between the interest income earned on interest
earning assets and our interest expense incurred in connection
with our interest bearing debt and liabilities. Changes in
interest rates can also affect, among other things, our ability
to acquire and originate loans and securities and the value of
our investment portfolio. Our investment income is affected by
fluctuations in various interest rates, including LIBOR and
prime rates. We regularly measure exposure to interest rate risk
and determine whether or not any hedging transactions are
necessary to mitigate exposure to changes in interest rates. As
of December 31, 2010, we were not a party to any hedging
arrangements.
As of December 31, 2010, approximately 96.1%, or
$276.7 million of our debt portfolio investments bore
interest at fixed rates and approximately 3.9%, or
$11.3 million of our debt portfolio investments bore
interest at variable rates, which are either Prime-based or
LIBOR-based. A 200 basis point increase or decrease in the
interest rates on our variable-rate debt investments would
increase or decrease, as applicable, our investment income by
approximately $0.2 million on an annual basis. All of our
pooled SBA-guaranteed debentures bear interest at fixed rates.
Because we currently borrow, and plan to borrow in the future,
money to make investments, our net investment income is
dependent upon the difference between the rate at which we
borrow funds and the rate at which we invest the funds borrowed.
Accordingly, there can be no assurance that a significant change
in market interest rates will not have a material adverse effect
on our net investment income. In periods of rising interest
rates, our cost of funds would increase, which could reduce our
net investment income if there is not a corresponding increase
in interest income generated by our investment portfolio.
Related
Party Transactions
During the three years ending December 31, 2010 there were
no related party transactions between Triangle Capital
Corporation and any of its subsidiaries.
67
Contractual
Obligations
As of December 31, 2010, our future fixed commitments for
cash payments are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 to
|
|
|
2014 to
|
|
|
2016 and
|
|
|
|
Total
|
|
|
2011
|
|
|
2013
|
|
|
2015
|
|
|
Thereafter
|
|
|
SBA guaranteed debentures payable
|
|
$
|
202,464,866
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
9,500,000
|
|
|
$
|
192,964,866
|
|
Interest due on SBA guaranteed debentures payable(1)
|
|
|
58,922,193
|
|
|
|
7,317,093
|
|
|
|
14,395,178
|
|
|
|
14,375,485
|
|
|
|
22,834,437
|
|
Unused commitments to extend credit(2)
|
|
|
5,100,000
|
|
|
|
5,100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease payments(3)
|
|
|
883,704
|
|
|
|
287,805
|
|
|
|
595,899
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
267,370,763
|
|
|
$
|
12,704,898
|
|
|
$
|
14,991,077
|
|
|
$
|
23,875,485
|
|
|
$
|
215,799,303
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
As of December 31, 2010 we had $63.4 million of
un-pooled SBA guaranteed debentures payable. Because these
debentures are un-pooled we do not have a fixed interest rate on
the debentures at this time. As a result, we have not included
any estimated interest for the $63.4 million in un-pooled
debentures as interest due on the SBA guaranteed debentures
payable in this table. |
|
(2) |
|
We have a commitment to extend credit, in the form of loans and
additional equity contributions, to one of our portfolio
companies which is undrawn as of December 31, 2010. Since
this commitment may expire without being drawn upon, the total
commitment amount does not necessarily represent future cash
requirements, however we have chosen to present the amount of
this unused commitment as an obligation in this table. |
|
(3) |
|
We lease our corporate office facility under an operating lease
that terminates on December 31, 2013. We believe that our
existing facilities will be adequate to meet our needs at least
through 2011, and that we will be able to obtain additional
space when, where and as needed on acceptable terms. |
Recent
Developments
In February 2011, our Board of Directors granted 152,779
restricted shares of our common stock to certain employees.
These restricted shares had a total grant date fair value of
approximately $3.1 million, which will be expensed on a
straight-line basis over each respective awards vesting
period.
In February 2011, we filed a prospectus supplement pursuant to
which 3,000,000 shares of common stock were offered for
sale at a price to the public of $19.25 per share. In addition,
the underwriters involved were granted an overallotment option
to purchase an additional 450,000 shares of our common
stock at the same public offering price. Pursuant to this
offering, all shares (including the overallotment option shares)
were sold and delivered on February 11, 2011 resulting in
net proceeds to us, after underwriting discounts and offering
expenses, of approximately $63.0 million.
In February 2011, we invested $10.0 million in subordinated
debt of Pomeroy IT Solutions, Inc., a provider of information
technology infrastructure outsourcing services. Under the terms
of the investment, Pomeroy IT Solutions, Inc. will pay interest
on the subordinated debt at a rate of 15% per annum.
In February 2011, we amended the terms of our senior debt
investment in Botanical Laboratories, Inc. Among other things,
the amendment to the loan agreement included modifications to
certain loan covenants, an increase in the interest rate on the
investment from 14.0% per annum to 15.0% per annum and required
monthly amortization of principal.
In February 2011, we invested $8.8 million in subordinated
debt and equity of Captek Softgel International, Inc., a
contract manufacturer of softgel capsules. Under the terms of
the investment, Captek Softgel International, Inc. will pay
interest on the subordinated debt at a rate of 16% per annum.
In March 2011, we prepaid $9.5 million in SBA guaranteed
debentures with a fixed rate of 5.796%.
68
|
|
Item 7A.
|
Quantitative
and Qualitative Disclosures About Market Risk.
|
See the section entitled Quantitative and Qualitative
Disclosure About Market Risk included in
Managements Discussion and Analysis of Financial
Condition and Results of Operations, which is included in
Item 7 of Part II of this Annual Report and is
incorporated by reference herein.
|
|
Item 8.
|
Financial
Statements and Supplementary Data.
|
See our Financial Statements included herein and listed in
Item 15(a) of this Annual Report.
|
|
Item 9.
|
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure.
|
Not applicable.
|
|
Item 9A.
|
Controls
and Procedures.
|
Evaluation
of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the
reports that we file or submit under the Securities Exchange Act
is recorded, processed, summarized and reported within the time
periods specified in the SECs rules and forms and that
such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. Our Chief Executive Officer and
Chief Financial Officer carried out an evaluation of the
effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by
this report. Based on the evaluation of these disclosure
controls and procedures, the Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and
procedures were effective. It should be noted that any system of
controls, however well designed and operated, can provide only
reasonable, and not absolute, assurance that the objectives of
the system are met. In addition, the design of any control
system is based in part upon certain assumptions about the
likelihood of future events. Because of these and other inherent
limitations of control systems, there can be no assurance that
any design will succeed in achieving its stated goals under all
potential future conditions, regardless of how remote.
Managements
Report on Internal Control over Financial Reporting
Our management, including our Chief Executive Officer and Chief
Financial Officer, is responsible for establishing and
maintaining adequate internal control over financial reporting,
as such term is defined in
Rules 13a-15(f)
and
15d-15(f)
under the Exchange Act. Our internal control over financial
reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of our financial statements for external reporting
purposes in accordance with U.S. generally accepted
accounting principles, or U.S. GAAP. Internal control over
financial reporting includes those policies and procedures that:
(i) pertain to the maintenance of records that in
reasonable detail accurately and fairly reflect the transactions
and dispositions of the assets of the company; (ii) provide
reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance
with authorizations of management and directors of the company;
and (iii) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or
disposition of the companys assets that could have a
material effect on the financial statements. Because of its
inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with policies or
procedures may deteriorate.
Management (with the participation of our Chief Executive
Officer and Chief Financial Officer) conducted an evaluation of
the effectiveness of our internal control over financial
reporting based on the framework in Internal
Control Integrated Framework issued by the
Committee of Sponsoring Organizations
69
of the Treadway Commission. Based on this evaluation, management
concluded that our internal control over financial reporting was
effective as of December 31, 2010.
Our internal control over financial reporting as of
December 31, 2010 has been audited by Ernst &
Young LLP, an independent registered public accounting firm, as
stated in their report which is included in Item 15 of Part
of this Annual Report on
Form 10-K.
Changes
in Internal Control Over Financial Reporting
There were no changes in our internal control over financial
reporting during the fourth quarter of 2010 that have materially
affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
|
|
Item 9B.
|
Other
Information
|
Not applicable.
PART III
|
|
Item 10.
|
Directors,
Executive Officers and Corporate Governance.
|
We have adopted a code of ethics for Triangle Capital
Corporation and Triangle Mezzanine Fund LLLP (which we call
our Code of Business Conduct and Ethics), which
every director, officer and employee is expected to observe. The
Code of Business Conduct and Ethics for Triangle Capital
Corporation and Triangle Mezzanine Fund LLLP is publicly
available on our website under Corporate Governance
at the following URL:
http://ir.tcap.com/governance.cfm
and is referenced in this Annual Report as Exhibit 14.1.
We will provide any person, without charge, upon request, a copy
of our Code of Business Conduct and Ethics. To receive a copy,
please provide a written request to: Triangle Capital
Corporation; Attn: Chief Compliance Officer, 3700 Glenwood
Avenue, Suite 530; Raleigh, North Carolina; 27612.
Except as set forth above, the information required by this Item
with respect to our directors, executive officers and corporate
governance matters is contained in our definitive Proxy
Statement for our 2011 Annual Meeting of Stockholders to be
filed with the Securities and Exchange Commission pursuant to
Regulation 14A under the Exchange Act and is incorporated
in this Annual Report by reference in response to this Item. Our
Proxy Statement will be filed with the Commission within
120 days after the date of our fiscal year-end, which was
December 31, 2010.
|
|
Item 11.
|
Executive
Compensation.
|
The information required by this Item with respect to
compensation of executive officers and directors is contained in
our definitive Proxy Statement for our 2011 Annual Meeting of
Stockholders to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A under the Exchange
Act and is incorporated in this Annual Report by reference in
response to this Item. Our Proxy Statement will be filed with
the Commission within 120 days after the date of our fiscal
year-end, which was December 31, 2010.
|
|
Item 12.
|
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
|
The information required by this Item with respect to security
ownership of certain beneficial owners and management and equity
compensation plans is contained in our definitive Proxy
Statement for our 2011 Annual Meeting of Stockholders to be
filed with the Securities and Exchange Commission pursuant to
Regulation 14A under the Exchange Act and is incorporated
in this Annual Report by reference in response to this Item. Our
Proxy Statement will be filed with the Commission within
120 days after the date of our fiscal year-end, which was
December 31, 2010.
70
|
|
Item 13.
|
Certain
Relationships and Related Transactions, and Director
Independence.
|
The information required by this Item with respect to certain
relationships and related transactions and director independence
is contained in our definitive Proxy Statement for our 2011
Annual Meeting of Stockholders to be filed with the Securities
and Exchange Commission pursuant to Regulation 14A under
the Exchange Act and is incorporated in this Annual Report by
reference in response to this Item. Our Proxy Statement will be
filed with the Commission within 120 days after the date of
our fiscal year-end, which was December 31, 2010.
|
|
Item 14.
|
Principal
Accountant Fees and Services.
|
The information required by this Item with respect to principal
accountant fees and services is contained in our definitive
Proxy Statement for our 2011 Annual Meeting of Stockholders to
be filed with the Securities and Exchange Commission pursuant to
Regulation 14A under the Exchange Act and is incorporated
in this Annual Report by reference in response to this Item. Our
Proxy Statement will be filed with the Commission within
120 days after the date of our fiscal year-end, which was
December 31, 2010.
71
PART IV
|
|
Item 15.
|
Exhibits
and Financial Statement Schedules.
|
|
|
(a)
|
The
following documents are filed as part of this Report:
|
(1) Financial Statements
Triangle Capital Corporation Financial Statements:
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
Reports of Independent Registered Public Accounting Firm
|
|
|
F-1
|
|
Consolidated Balance Sheets as of December 31, 2010 and
2009
|
|
|
F-3
|
|
Consolidated Statements of Operations for the years ended
December 31, 2010, 2009 and 2008
|
|
|
F-4
|
|
Consolidated Statements of Changes in Net Assets for the years
ended December 31, 2010, 2009 and 2008
|
|
|
F-5
|
|
Consolidated Statements of Cash Flows for the years ended
December 31, 2010, 2009 and 2008
|
|
|
F-6
|
|
Consolidated Schedule of Investments as of December 31,
2010
|
|
|
F-7
|
|
Consolidated Schedule of Investments as of December 31,
2009
|
|
|
F-14
|
|
Notes to Financial Statements
|
|
|
F-19
|
|
(2) Financial Statement Schedules
None.
Schedules that are not listed herein have been omitted because
they are not applicable or the information required to be set
forth therein is included in the Financial Statements or notes
thereto.
(3) List of Exhibits
The exhibits required by Item 601 of
Regulation S-K,
except as otherwise noted, have been filed with previous reports
by the registrant and are herein incorporated by reference.
|
|
|
|
|
Number
|
|
Exhibit
|
|
|
3
|
.1
|
|
Articles of Amendment and Restatement of the Registrant (Filed
as Exhibit (a)(3) to the Registrants Registration
Statement on
Form N-2/N-5
(File
No. 333-138418)
filed with the Securities and Exchange Commission on
December 29, 2006 and incorporated herein by reference).
|
|
3
|
.2
|
|
Second Amended and Restated Bylaws of the Registrant (Filed as
Exhibit 3.4 to the Registrants Annual Report on
Form 10-K
for the year ended December 31, 2008 filed with the
Securities and Exchange Commission on February 25, 2009 and
incorporated herein by reference).
|
|
3
|
.3
|
|
Certificate of Limited Partnership of Triangle Mezzanine
Fund LLLP (Filed as Exhibit (a)(4) to the Registrants
Registration Statement on
Form N-2/N-5
(File
No. 333-138418)
filed with the Securities and Exchange Commission on
February 13, 2007 and incorporated herein by reference).
|
|
3
|
.4
|
|
Second Amended and Restated Agreement of Limited Partnership of
Triangle Mezzanine Fund LLLP (Filed as Exhibit 3.4 to
the Registrants Quarterly Report on
Form 10-Q
filed with the Securities and Exchange Commission on
November 11, 2007 and incorporated herein by reference).
|
|
4
|
.1
|
|
Form of Common Stock Certificate (Filed as Exhibit (d) to
the Registrants Registration Statement on
Form N-2/N-5
(File
No. 333-138418)
filed with the Securities and Exchange Commission on
February 15, 2007 and incorporated herein by reference).
|
|
4
|
.2
|
|
Triangle Capital Corporation Dividend Reinvestment Plan (Filed
as Exhibit 4.2 to the Registrants Annual Report on
Form 10-K
for the year ended December 31, 2007 filed with the
Securities and Exchange Commission on March 12, 2008 and
incorporated herein by reference).
|
|
4
|
.3
|
|
Agreement to Furnish Certain Instruments (Filed as
Exhibit 4.19 to the Registrants Annual Report on
Form 10-K
for the year ended December 31, 2008 filed with the
Securities and Exchange Commission on February 25, 2009 and
incorporated herein by reference).
|
72
|
|
|
|
|
Number
|
|
Exhibit
|
|
|
10
|
.1
|
|
Triangle Capital Corporation Amended and Restated 2007 Equity
Incentive Plan (Filed as Exhibit 10.1 to the
Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on May 9,
2008 and incorporated herein by reference).
|
|
10
|
.2
|
|
Form of Triangle Capital Corporation Non-employee Director
Restricted Share Award Agreement (Filed as Exhibit 10.2 to
the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on May 9,
2008 and incorporated herein by reference).
|
|
10
|
.3
|
|
Form of Triangle Capital Corporation Executive Officer
Restricted Share Award Agreement
|
|
10
|
.4
|
|
Custodian Agreement between the Registrant and U.S. Bank
National Association (Filed as Exhibit 10.7 to the
Registrants Annual Report on
Form 10-K
for the year ended December 31, 2006 filed with the
Securities and Exchange Commission on March 29, 2007 and
incorporated herein by reference).
|
|
10
|
.5
|
|
Amendment to Custody Agreement between the Registrant and U.S.
Bank National Association dated February 5, 2008 (Filed as
Exhibit 10.9 to the Registrants Annual Report on
Form 10-K
for the year ended December 31, 2007 filed with the
Securities and Exchange Commission on March 12, 2008 and
incorporated herein by reference).
|
|
10
|
.6
|
|
Stock Transfer Agency Agreement between Triangle Capital
Corporation and The Bank of New York (Filed as
Exhibit 10.11 to the Registrants Annual Report on
Form 10-K
for the year ended December 31, 2007 filed with the
Securities and Exchange Commission on March 12, 2008 and
incorporated herein by reference).
|
|
10
|
.7
|
|
Office Lease Agreement between 3700 Glenwood LLC and Triangle
Capital Corporation dated March 27, 2008 (Filed as Exhibit
(k)(6) to the Registrants Registration Statement on
Form N-2
(File No. 333-151930)
filed with the Securities and Exchange Commission on
August 13, 2008 and incorporated herein by reference).
|
|
14
|
.1
|
|
Code of Business Conduct and Ethics.
|
|
21
|
.1
|
|
List of Subsidiaries.
|
|
23
|
.1
|
|
Consent of Ernst & Young LLP.
|
|
31
|
.1
|
|
Chief Executive Officer Certification Pursuant to
Rule 13a-14
of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31
|
.2
|
|
Chief Financial Officer Certification Pursuant to
Rule 13a-14
of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32
|
.1
|
|
Chief Executive Officer Certification pursuant to
Section 1350, Chapter 63 of Title 18, United
States Code, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
|
32
|
.2
|
|
Chief Financial Officer Certification pursuant to
Section 1350, Chapter 63 of Title 18, United
States Code, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
Management contract or compensatory plan or arrangement. |
See Item 15(a)(3) above.
|
|
(c)
|
Financial
Statement Schedules
|
See Item 15(a)(2) above.
73
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: March 9, 2011
TRIANGLE CAPITAL CORPORATION
|
|
|
|
By:
|
/s/ Garland
S. Tucker, III
|
Name: Garland S. Tucker, III
|
|
|
|
Title:
|
President, Chief Executive Officer and Chairman of the Board of
Directors
|
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Garland
S. Tucker, III
Garland
S. Tucker, III
|
|
President, Chief Executive Officer and Chairman of the Board
(Principal
Executive Officer)
|
|
March 9, 2011
|
|
|
|
|
|
/s/ Steven
C. Lilly
Steven
C. Lilly
|
|
Chief Financial Officer, Treasurer, Secretary and Director
(Principal
Financial Officer)
|
|
March 9, 2011
|
|
|
|
|
|
/s/ C.
Robert Knox, Jr.
C.
Robert Knox, Jr.
|
|
Controller (Principal Accounting Officer)
|
|
March 9, 2011
|
|
|
|
|
|
/s/ Brent
P. W. Burgess
Brent
P. W. Burgess
|
|
Chief Investment Officer and Director
|
|
March 9, 2011
|
|
|
|
|
|
/s/ W.
McComb Dunwoody
W.
McComb Dunwoody
|
|
Director
|
|
March 9, 2011
|
|
|
|
|
|
/s/ Mark
M. Gambill
Mark
M. Gambill
|
|
Director
|
|
March 9, 2011
|
|
|
|
|
|
/s/ Benjamin
S. Goldstein
Benjamin
S. Goldstein
|
|
Director
|
|
March 9, 2011
|
|
|
|
|
|
/s/ Simon
B. Rich, Jr.
Simon
B. Rich, Jr.
|
|
Director
|
|
March 9, 2011
|
|
|
|
|
|
/s/ Sherwood
H. Smith, Jr.
Sherwood
H. Smith, Jr.
|
|
Director
|
|
March 9, 2011
|
74
Triangle
Capital Corporation
Index to
Financial Statements
|
|
|
|
|
|
|
Page
|
|
|
|
|
F-1
|
|
|
|
|
F-3
|
|
|
|
|
F-4
|
|
|
|
|
F-5
|
|
|
|
|
F-6
|
|
|
|
|
F-7
|
|
|
|
|
F-14
|
|
|
|
|
F-19
|
|
Report of
Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Triangle Capital Corporation
We have audited the accompanying consolidated balance sheets of
Triangle Capital Corporation (the Company), including the
consolidated schedules of investments, as of December 31,
2010 and 2009, and the related consolidated statements of
operations, changes in net assets, and cash flows, and the
consolidated financial highlights for each of the three years in
the period ended December 31, 2010. We have also audited
the accompanying consolidated financial highlights for the year
ended December 31, 2007 and the combined financial
highlights for the year ended December 31, 2006. These
financial statements and financial highlights are the
responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements and
financial highlights. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. Our procedures included confirmation of
securities owned as of December 31, 2010 and 2009 by
correspondence with the custodian. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial
highlights referred to above present fairly, in all material
respects, the consolidated financial position of Triangle
Capital Corporation at December 31, 2010 and 2009, the
consolidated results of its operations, changes in net assets,
and its cash flows, and the consolidated financial highlights
for each of the three years in the period ended
December 31, 2010, and the consolidated financial
highlights for the year ended December 31, 2007 and the
combined financial highlights for the year ended
December 31, 2006, in conformity with U.S. generally
accepted accounting principles.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States),
Triangle Capital Corporations internal control over
financial reporting as of December 31, 2010, based on
criteria established in Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission and our report dated March 9, 2011
expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Raleigh, North Carolina
March 9, 2011
F-1
Report of
Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Triangle Capital Corporation
We have audited Triangle Capital Corporations internal
control over financial reporting as of December 31, 2010,
based on criteria established in Internal Control
Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (the COSO criteria).
Triangle Capital Corporations management is responsible
for maintaining effective internal control over financial
reporting, and for its assessment of the effectiveness of
internal control over financial reporting included in the
accompanying Managements Report on Internal Control over
Financial Reporting. Our responsibility is to express an opinion
on the companys internal control over financial reporting
based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the
design and operating effectiveness of internal control based on
the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, Triangle Capital Corporation maintained, in all
material respects, effective internal control over financial
reporting as of December 31, 2010, based on the COSO
criteria.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Triangle Capital Corporation (the
Company), including the consolidated schedules of investments,
as of December 31, 2010 and 2009, and the related
consolidated statements of operations, changes in net assets,
and cash flows, and the consolidated financial highlights for
each of the three years in the period ended December 31,
2010. We have also audited the accompanying consolidated
financial highlights for the year ended December 31, 2007
and the combined financial highlights for the year ended
December 31, 2006 and our report dated March 9, 2011
expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Raleigh, North Carolina
March 9, 2011
F-2
Triangle
Capital Corporation
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
ASSETS
|
Investments at fair value:
|
|
|
|
|
|
|
|
|
Non Control / Non Affiliate investments
(cost of $244,197,828 and $143,239,223 at December 31, 2010
and 2009, respectively)
|
|
$
|
245,392,144
|
|
|
$
|
138,281,894
|
|
Affiliate investments (cost of $60,196,084 and $47,934,280 at
December 31, 2010 and 2009, respectively)
|
|
|
55,661,878
|
|
|
|
45,735,905
|
|
Control investments (cost of $19,647,795 and $18,767,587 at
December 31, 2010 and 2009, respectively)
|
|
|
24,936,571
|
|
|
|
17,300,171
|
|
|
|
|
|
|
|
|
|
|
Total investments at fair value
|
|
|
325,990,593
|
|
|
|
201,317,970
|
|
Cash and cash equivalents
|
|
|
54,820,222
|
|
|
|
55,200,421
|
|
Interest and fees receivable
|
|
|
867,627
|
|
|
|
676,961
|
|
Prepaid expenses and other current assets
|
|
|
119,151
|
|
|
|
286,790
|
|
Deferred financing fees
|
|
|
6,200,254
|
|
|
|
3,540,492
|
|
Property and equipment, net
|
|
|
47,647
|
|
|
|
28,666
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
388,045,494
|
|
|
$
|
261,051,300
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
Accounts payable and accrued liabilities
|
|
$
|
2,268,898
|
|
|
$
|
2,222,177
|
|
Interest payable
|
|
|
2,388,505
|
|
|
|
2,333,952
|
|
Dividends payable
|
|
|
|
|
|
|
4,774,534
|
|
Taxes payable
|
|
|
197,979
|
|
|
|
59,178
|
|
Deferred revenue
|
|
|
37,500
|
|
|
|
75,000
|
|
Deferred income taxes
|
|
|
208,587
|
|
|
|
577,267
|
|
SBA guaranteed debentures payable
|
|
|
202,464,866
|
|
|
|
121,910,000
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
207,566,335
|
|
|
|
131,952,108
|
|
Net Assets
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value per share
(150,000,000 shares authorized, 14,928,987 and
11,702,511 shares issued and outstanding as of
December 31, 2010 and 2009, respectively)
|
|
|
14,929
|
|
|
|
11,703
|
|
Additional
paid-in-capital
|
|
|
183,602,755
|
|
|
|
136,769,259
|
|
Investment income in excess of distributions
|
|
|
3,365,548
|
|
|
|
1,070,452
|
|
Accumulated realized gains (losses) on investments
|
|
|
(8,244,376
|
)
|
|
|
448,164
|
|
Net unrealized appreciation (depreciation) of investments
|
|
|
1,740,303
|
|
|
|
(9,200,386
|
)
|
|
|
|
|
|
|
|
|
|
Total net assets
|
|
|
180,479,159
|
|
|
|
129,099,192
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and net assets
|
|
$
|
388,045,494
|
|
|
$
|
261,051,300
|
|
|
|
|
|
|
|
|
|
|
Net asset value per share
|
|
$
|
12.09
|
|
|
$
|
11.03
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
F-3
Triangle
Capital Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Investment income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan interest, fee and dividend income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Non Control / Non Affiliate investments
|
|
$
|
24,187,140
|
|
|
$
|
16,489,943
|
|
|
$
|
12,381,411
|
|
Affiliate investments
|
|
|
4,140,469
|
|
|
|
4,441,399
|
|
|
|
3,478,644
|
|
Control investments
|
|
|
1,333,385
|
|
|
|
1,142,764
|
|
|
|
1,434,687
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loan interest, fee and dividend income
|
|
|
29,660,994
|
|
|
|
22,074,106
|
|
|
|
17,294,742
|
|
Paid in kind interest income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Non Control / Non Affiliate investments
|
|
|
4,449,358
|
|
|
|
3,114,325
|
|
|
|
2,657,281
|
|
Affiliate investments
|
|
|
1,059,069
|
|
|
|
1,539,776
|
|
|
|
665,817
|
|
Control investments
|
|
|
471,431
|
|
|
|
420,718
|
|
|
|
438,688
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total paid in kind interest income
|
|
|
5,979,858
|
|
|
|
5,074,819
|
|
|
|
3,761,786
|
|
Interest income from cash and cash equivalent investments
|
|
|
344,642
|
|
|
|
613,057
|
|
|
|
302,970
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment income
|
|
|
35,985,494
|
|
|
|
27,761,982
|
|
|
|
21,359,498
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
7,350,012
|
|
|
|
6,900,591
|
|
|
|
4,227,851
|
|
Amortization of deferred financing fees
|
|
|
796,994
|
|
|
|
363,818
|
|
|
|
255,273
|
|
General and administrative expenses
|
|
|
7,689,015
|
|
|
|
6,448,999
|
|
|
|
6,254,096
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
15,836,021
|
|
|
|
13,713,408
|
|
|
|
10,737,220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
20,149,473
|
|
|
|
14,048,574
|
|
|
|
10,622,278
|
|
Net realized gain (loss) on investments Non Control
/ Non Affiliate
|
|
|
(1,623,104
|
)
|
|
|
448,164
|
|
|
|
(1,393,139
|
)
|
Net realized loss on investment Affiliate
|
|
|
(3,855,769
|
)
|
|
|
|
|
|
|
|
|
Net realized gain on investment Control
|
|
|
|
|
|
|
|
|
|
|
2,828,747
|
|
Net unrealized appreciation (depreciation) of investments
|
|
|
10,940,689
|
|
|
|
(10,310,194
|
)
|
|
|
(4,286,375
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net gain (loss) on investments before income taxes
|
|
|
5,461,816
|
|
|
|
(9,862,030
|
)
|
|
|
(2,850,767
|
)
|
Provision for taxes
|
|
|
220,740
|
|
|
|
149,841
|
|
|
|
133,010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
$
|
25,390,549
|
|
|
$
|
4,036,703
|
|
|
$
|
7,638,501
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income per share basic and diluted
|
|
$
|
1.58
|
|
|
$
|
1.63
|
|
|
$
|
1.54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations per
share basic and diluted
|
|
$
|
1.99
|
|
|
$
|
0.47
|
|
|
$
|
1.11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared per common share
|
|
$
|
1.61
|
|
|
$
|
1.62
|
|
|
$
|
1.44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital gains distributions declared per common share
|
|
$
|
0.04
|
|
|
$
|
0.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding basic
and diluted
|
|
|
12,763,243
|
|
|
|
8,593,143
|
|
|
|
6,877,669
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
F-4
Triangle
Capital Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment
|
|
|
Accumulated
|
|
|
Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
|
|
|
Realized
|
|
|
Unrealized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Additional
|
|
|
in Excess of
|
|
|
Gains
|
|
|
Appreciation
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
Par
|
|
|
Paid In
|
|
|
(Less Than)
|
|
|
(Losses) on
|
|
|
(Depreciation)
|
|
|
Net
|
|
|
|
|
|
|
|
|
|
|
|
|
of Shares
|
|
|
Value
|
|
|
Capital
|
|
|
Distributions
|
|
|
Investments
|
|
|
of Investments
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
Balance, January 1, 2008
|
|
|
6,803,863
|
|
|
$
|
6,804
|
|
|
$
|
86,949,189
|
|
|
$
|
1,738,797
|
|
|
$
|
(618,620
|
)
|
|
$
|
5,396,183
|
|
|
$
|
93,472,353
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,622,278
|
|
|
|
|
|
|
|
|
|
|
|
10,622,278
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
275,311
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
275,311
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized gain (loss) on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,435,608
|
|
|
|
(1,269,437
|
)
|
|
|
166,171
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized losses on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,016,938
|
)
|
|
|
(3,016,938
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(133,010
|
)
|
|
|
|
|
|
|
|
|
|
|
(133,010
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Return of capital and other tax related adjustments
|
|
|
|
|
|
|
|
|
|
|
612,399
|
|
|
|
(151,906
|
)
|
|
|
(460,493
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,961,002
|
)
|
|
|
|
|
|
|
|
|
|
|
(9,961,002
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of restricted stock
|
|
|
113,500
|
|
|
|
113
|
|
|
|
(113
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2008
|
|
|
6,917,363
|
|
|
$
|
6,917
|
|
|
$
|
87,836,786
|
|
|
$
|
2,115,157
|
|
|
$
|
356,495
|
|
|
$
|
1,109,808
|
|
|
$
|
91,425,163
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,048,574
|
|
|
|
|
|
|
|
|
|
|
|
14,048,574
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
701,601
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
701,601
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized gain (loss) on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
448,164
|
|
|
|
(157,316
|
)
|
|
|
290,848
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized losses on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,152,878
|
)
|
|
|
(10,152,878
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(149,841
|
)
|
|
|
|
|
|
|
|
|
|
|
(149,841
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Return of capital and other tax related adjustments
|
|
|
|
|
|
|
|
|
|
|
(29,996
|
)
|
|
|
34,125
|
|
|
|
(4,129
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends/distributions declared
|
|
|
80,569
|
|
|
|
81
|
|
|
|
999,791
|
|
|
|
(14,977,563
|
)
|
|
|
(352,366
|
)
|
|
|
|
|
|
|
(14,330,057
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Public offerings of common stock
|
|
|
4,569,000
|
|
|
|
4,569
|
|
|
|
47,328,113
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,332,682
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of restricted stock
|
|
|
144,812
|
|
|
|
145
|
|
|
|
(145
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock withheld for payroll taxes upon vesting of
restricted stock
|
|
|
(6,533
|
)
|
|
|
(6
|
)
|
|
|
(66,894
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(66,900
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeiture of restricted stock
|
|
|
(2,700
|
)
|
|
|
(3
|
)
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2009
|
|
|
11,702,511
|
|
|
$
|
11,703
|
|
|
$
|
136,769,259
|
|
|
$
|
1,070,452
|
|
|
$
|
448,164
|
|
|
$
|
(9,200,386
|
)
|
|
$
|
129,099,192
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,149,473
|
|
|
|
|
|
|
|
|
|
|
|
20,149,473
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
1,151,576
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,151,576
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized gain (loss) on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,478,873
|
)
|
|
|
6,423,467
|
|
|
|
944,594
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,517,222
|
|
|
|
4,517,222
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(220,740
|
)
|
|
|
|
|
|
|
|
|
|
|
(220,740
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Return of capital and other tax related adjustments
|
|
|
|
|
|
|
|
|
|
|
(171,918
|
)
|
|
|
3,385,585
|
|
|
|
(3,213,667
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends/distributions declared
|
|
|
332,149
|
|
|
|
332
|
|
|
|
4,878,676
|
|
|
|
(21,019,222
|
)
|
|
|
|
|
|
|
|
|
|
|
(16,140,214
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Public offerings of common stock
|
|
|
2,760,000
|
|
|
|
2,760
|
|
|
|
41,210,208
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,212,968
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of restricted stock
|
|
|
152,944
|
|
|
|
153
|
|
|
|
(153
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock withheld for payroll taxes upon vesting of
restricted stock
|
|
|
(18,617
|
)
|
|
|
(19
|
)
|
|
|
(234,893
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(234,912
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2010
|
|
|
14,928,987
|
|
|
$
|
14,929
|
|
|
$
|
183,602,755
|
|
|
$
|
3,365,548
|
|
|
$
|
(8,244,376
|
)
|
|
$
|
1,740,303
|
|
|
$
|
180,479,159
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
F-5
Triangle
Capital Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
$
|
25,390,549
|
|
|
$
|
4,036,703
|
|
|
$
|
7,638,501
|
|
Adjustments to reconcile net increase in net assets resulting
from operations to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of portfolio investments
|
|
|
(173,581,930
|
)
|
|
|
(48,475,570
|
)
|
|
|
(93,054,022
|
)
|
Repayments received/sales of portfolio investments
|
|
|
54,914,835
|
|
|
|
21,431,698
|
|
|
|
20,968,397
|
|
Loan origination and other fees received
|
|
|
3,351,568
|
|
|
|
952,500
|
|
|
|
1,686,996
|
|
Net realized (gain) loss on investments
|
|
|
5,478,873
|
|
|
|
(448,164
|
)
|
|
|
(1,435,608
|
)
|
Net unrealized (appreciation) depreciation on investments
|
|
|
(10,572,009
|
)
|
|
|
10,576,873
|
|
|
|
3,516,855
|
|
Deferred income taxes
|
|
|
(368,680
|
)
|
|
|
(266,680
|
)
|
|
|
769,519
|
|
Paid in kind interest accrued, net of
payments received
|
|
|
(2,269,307
|
)
|
|
|
(2,165,015
|
)
|
|
|
(1,783,288
|
)
|
Amortization of deferred financing fees
|
|
|
796,994
|
|
|
|
363,818
|
|
|
|
255,273
|
|
Accretion of loan origination and other fees
|
|
|
(1,268,839
|
)
|
|
|
(663,506
|
)
|
|
|
(515,289
|
)
|
Accretion of loan discounts
|
|
|
(701,268
|
)
|
|
|
(421,495
|
)
|
|
|
(169,548
|
)
|
Accretion of discount on SBA guaranteed debentures payable
|
|
|
50,948
|
|
|
|
|
|
|
|
|
|
Depreciation expense
|
|
|
19,554
|
|
|
|
22,548
|
|
|
|
16,681
|
|
Stock-based compensation
|
|
|
1,151,576
|
|
|
|
701,601
|
|
|
|
275,311
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and fees receivable
|
|
|
(215,212
|
)
|
|
|
2,867
|
|
|
|
(374,669
|
)
|
Prepaid expenses
|
|
|
167,639
|
|
|
|
(191,465
|
)
|
|
|
(47,848
|
)
|
Accounts payable and accrued liabilities
|
|
|
46,721
|
|
|
|
613,268
|
|
|
|
464,687
|
|
Interest payable
|
|
|
54,553
|
|
|
|
452,191
|
|
|
|
1,183,026
|
|
Deferred revenue
|
|
|
(37,500
|
)
|
|
|
75,000
|
|
|
|
|
|
Taxes payable
|
|
|
138,801
|
|
|
|
28,742
|
|
|
|
(22,162
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(97,452,134
|
)
|
|
|
(13,374,086
|
)
|
|
|
(60,627,188
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
|
(38,535
|
)
|
|
|
(3,194
|
)
|
|
|
(30,535
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(38,535
|
)
|
|
|
(3,194
|
)
|
|
|
(30,535
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings under SBA guaranteed debentures payable
|
|
|
102,803,918
|
|
|
|
6,800,000
|
|
|
|
78,100,000
|
|
Repayments of SBA guaranteed debentures payable
|
|
|
(22,300,000
|
)
|
|
|
|
|
|
|
|
|
Financing fees paid
|
|
|
(3,456,756
|
)
|
|
|
(358,900
|
)
|
|
|
(2,801,524
|
)
|
Proceeds from public stock offerings, net of expenses
|
|
|
41,212,968
|
|
|
|
47,332,682
|
|
|
|
|
|
Common stock withheld for payroll taxes upon vesting of
restricted stock
|
|
|
(234,912
|
)
|
|
|
(66,900
|
)
|
|
|
|
|
Cash dividends paid
|
|
|
(20,466,584
|
)
|
|
|
(11,970,102
|
)
|
|
|
(9,235,216
|
)
|
Cash distributions paid
|
|
|
(448,164
|
)
|
|
|
(352,366
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
97,110,470
|
|
|
|
41,384,414
|
|
|
|
66,063,260
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(380,199
|
)
|
|
|
28,007,134
|
|
|
|
5,405,537
|
|
Cash and cash equivalents, beginning of year
|
|
|
55,200,421
|
|
|
|
27,193,287
|
|
|
|
21,787,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of year
|
|
$
|
54,820,222
|
|
|
$
|
55,200,421
|
|
|
$
|
27,193,287
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
7,244,511
|
|
|
$
|
6,448,400
|
|
|
$
|
3,044,825
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary of non-cash financing transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared but not paid
|
|
$
|
|
|
|
$
|
4,774,534
|
|
|
$
|
2,766,945
|
|
See accompanying notes.
F-6
TRIANGLE
CAPITAL CORPORATION
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of
|
|
Principal
|
|
|
|
|
|
Fair
|
|
Portfolio Company
|
|
Industry
|
|
Investment(1)(2)
|
|
Amount
|
|
|
Cost
|
|
|
Value(3)
|
|
|
Non Control / Non Affiliate
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ambient Air Corporation (AA) and Peaden-Hobbs
Mechanical, LLC (PHM) (3%)*
|
|
Specialty Trade
Contractors
|
|
Subordinated Note-AA
(15% Cash, 3% PIK,
Due 06/13)
|
|
$
|
4,325,151
|
|
|
$
|
4,287,109
|
|
|
$
|
4,287,109
|
|
|
|
|
|
Common Stock-PHM
(128,571 shares)
|
|
|
|
|
|
|
128,571
|
|
|
|
68,500
|
|
|
|
|
|
Common Stock
Warrants-AA
(455 shares)
|
|
|
|
|
|
|
142,361
|
|
|
|
852,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,325,151
|
|
|
|
4,558,041
|
|
|
|
5,207,609
|
|
Anns House of Nuts, Inc. (5%)*
|
|
Trail Mixes and
Nut Producers
|
|
Subordinated Note
(12% Cash, 1% PIK,
Due 11/17)
|
|
|
7,009,722
|
|
|
|
6,603,828
|
|
|
|
6,603,828
|
|
|
|
|
|
Preferred A Units
(22,368 units)
|
|
|
|
|
|
|
2,124,957
|
|
|
|
2,124,957
|
|
|
|
|
|
Preferred B Units
(10,380 units)
|
|
|
|
|
|
|
986,059
|
|
|
|
986,059
|
|
|
|
|
|
Common Units
(190,935 units)
|
|
|
|
|
|
|
150,000
|
|
|
|
150,000
|
|
|
|
|
|
Common Stock Warrants
(14,558 shares)
|
|
|
|
|
|
|
14,558
|
|
|
|
14,558
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,009,722
|
|
|
|
9,879,402
|
|
|
|
9,879,402
|
|
Assurance Operations Corporation (0%)*
|
|
Metal Fabrication
|
|
Common Stock
(517 Shares)
|
|
|
|
|
|
|
516,867
|
|
|
|
528,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
516,867
|
|
|
|
528,900
|
|
Botanical Laboratories, Inc. (5%)*
|
|
Nutritional Supplement
Manufacturing and
Distribution
|
|
Senior Notes
(14% Cash,
Due 02/15)
|
|
|
10,500,000
|
|
|
|
9,843,861
|
|
|
|
9,843,861
|
|
|
|
|
|
Common Unit
Warrants (998,680)
|
|
|
|
|
|
|
474,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,500,000
|
|
|
|
10,318,461
|
|
|
|
9,843,861
|
|
Capital Contractors, Inc. (5%)*
|
|
Janitorial and Facilities
Maintenance Services
|
|
Subordinated Notes
(12% Cash, 2% PIK,
Due 12/15)
|
|
|
9,001,001
|
|
|
|
8,329,001
|
|
|
|
8,329,001
|
|
|
|
|
|
Common Stock
Warrants (20 shares)
|
|
|
|
|
|
|
492,000
|
|
|
|
492,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,001,001
|
|
|
|
8,821,001
|
|
|
|
8,821,001
|
|
Carolina Beer and Beverage, LLC (8%)*
|
|
Beverage Manufacturing
and Packaging
|
|
Subordinated Note
(12% Cash , 4% PIK,
Due 02/16)
|
|
|
12,865,233
|
|
|
|
12,622,521
|
|
|
|
12,622,521
|
|
|
|
|
|
Class A Units
(11,974 Units)
|
|
|
|
|
|
|
1,077,615
|
|
|
|
1,077,615
|
|
|
|
|
|
Class B Units
(11,974 Units)
|
|
|
|
|
|
|
119,735
|
|
|
|
119,735
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,865,233
|
|
|
|
13,819,871
|
|
|
|
13,819,871
|
|
F-7
TRIANGLE
CAPITAL CORPORATION
Consolidated Schedule of
Investments (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of
|
|
Principal
|
|
|
|
|
|
Fair
|
|
Portfolio Company
|
|
Industry
|
|
Investment(1)(2)
|
|
Amount
|
|
|
Cost
|
|
|
Value(3)
|
|
|
CRS Reprocessing, LLC (8%)*
|
|
Fluid Reprocessing
Services
|
|
Subordinated Note
(12% Cash, 2% PIK,
Due 11/15)
|
|
$
|
11,129,470
|
|
|
$
|
10,706,406
|
|
|
$
|
10,706,406
|
|
|
|
|
|
Subordinated Note
(10% Cash, 4% PIK,
Due 11/15)
|
|
|
3,403,211
|
|
|
|
3,052,570
|
|
|
|
3,052,570
|
|
|
|
|
|
Common Unit
Warrant (340 Units)
|
|
|
|
|
|
|
564,454
|
|
|
|
1,043,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,532,681
|
|
|
|
14,323,430
|
|
|
|
14,801,976
|
|
CV Holdings, LLC (6%)*
|
|
Specialty Healthcare
Products Manufacturer
|
|
Subordinated Note
(12% Cash, 4% PIK,
Due 09/13)
|
|
|
11,685,326
|
|
|
|
11,042,011
|
|
|
|
11,042,011
|
|
|
|
|
|
Royalty rights
|
|
|
|
|
|
|
874,400
|
|
|
|
622,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,685,326
|
|
|
|
11,916,411
|
|
|
|
11,664,511
|
|
Electronic Systems Protection, Inc. (2%)*
|
|
Power Protection
Systems Manufacturing
|
|
Subordinated Note
(12% Cash,
2% PIK,
Due 12/15)
|
|
|
3,183,802
|
|
|
|
3,162,604
|
|
|
|
3,162,604
|
|
|
|
|
|
Senior Note
(8.3% Cash,
Due 01/14)
|
|
|
835,261
|
|
|
|
835,261
|
|
|
|
835,261
|
|
|
|
|
|
Common Stock
(570 shares)
|
|
|
|
|
|
|
285,000
|
|
|
|
110,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,019,063
|
|
|
|
4,282,865
|
|
|
|
4,107,865
|
|
Energy Hardware Holdings, LLC (0%)*
|
|
Machined Parts
Distribution
|
|
Voting Units
(4,833 units)
|
|
|
|
|
|
|
4,833
|
|
|
|
414,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,833
|
|
|
|
414,100
|
|
Frozen Specialties, Inc. (4%)*
|
|
Frozen Foods
Manufacturer
|
|
Subordinated Note
(13% Cash,
5% PIK,
Due 07/14)
|
|
|
8,060,481
|
|
|
|
7,945,904
|
|
|
|
7,945,904
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,060,481
|
|
|
|
7,945,904
|
|
|
|
7,945,904
|
|
Garden Fresh Restaurant Corp. (0%)*
|
|
Restaurant
|
|
Membership Units
(5,000 units)
|
|
|
|
|
|
|
500,000
|
|
|
|
723,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500,000
|
|
|
|
723,800
|
|
Gerli & Company (1%)*
|
|
Specialty Woven
Fabrics Manufacturer
|
|
Subordinated Note
(0.69% PIK,
Due 08/11)
|
|
|
3,799,359
|
|
|
|
3,161,442
|
|
|
|
2,156,500
|
|
|
|
|
|
Subordinated Note
(6.25% Cash, 11.75% PIK,
Due 08/11)
|
|
|
137,233
|
|
|
|
120,000
|
|
|