UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
For the quarterly period ended September 30, 2011
OR
For the transition period from to
Commission file number 814-00733
Triangle Capital Corporation
(Exact name of registrant as specified in its charter)
3700 Glenwood Avenue, Suite 530
Raleigh, North Carolina
(Address of principal executive offices)
27612
(Zip Code)
Registrant’s telephone number, including area code:
(919) 719-4770
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report:
N/A
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 ¨
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 ¨ No ¨
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):
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
The number of shares outstanding of the registrant’s Common Stock on October 31, 2011 was 22,714,851.
TRIANGLE CAPITAL CORPORATION
TABLE OF CONTENTS
QUARTERLY REPORT ON FORM 10-Q
Signatures
Exhibits
2
PART I — FINANCIAL INFORMATION
Consolidated Balance Sheets
Assets
Investments at fair value:
Non-Control / Non-Affiliate investments (cost of $347,512,108 and $244,197,828 at September 30, 2011 and December 31, 2010, respectively)
Affiliate investments (cost of $98,595,888 and $60,196,084 at September 30, 2011 and December 31, 2010, respectively)
Control investments (cost of $11,273,513 and $19,647,795 at September 30, 2011 and December 31, 2010, respectively)
Total investments at fair value
Cash and cash equivalents
Interest and fees receivable
Prepaid expenses and other current assets
Deferred financing fees
Property and equipment, net
Total assets
Liabilities
Accounts payable and accrued liabilities
Interest payable
Taxes payable
Deferred revenue
Deferred income taxes
SBA-guaranteed debentures payable
Total liabilities
Net Assets
Common stock, $0.001 par value per share (150,000,000 shares authorized, 22,714,851 and 14,928,987 shares issued and outstanding as of September 30, 2011 and December 31, 2010, respectively)
Additional paid-in-capital
Investment income in excess of distributions
Accumulated realized gain (loss) on investments
Net unrealized appreciation of investments
Total net assets
Total liabilities and net assets
Net asset value per share
See accompanying notes.
3
Unaudited Consolidated Statements of Operations
Investment income:
Loan interest, fee and dividend income:
Non-Control / Non-Affiliate investments
Affiliate investments
Control investments
Total loan interest, fee and dividend income
Paid-in-kind interest income:
Total paid-in-kind interest income
Interest income from cash and cash equivalent investments
Total investment income
Expenses:
Interest expense
Amortization of deferred financing fees
General and administrative expenses
Total expenses
Net investment income
Net realized gain (loss) on investments — Non Control / Non-Affiliate
Net realized gain (loss) on investments — Control
Net realized gain (loss) on investments — Affiliate
Total net gain on investments before income taxes
Income tax benefit (provision)
Net increase in net assets resulting from operations
Net investment income per share — basic and diluted
Net increase in net assets resulting from operations per share — basic and diluted
Dividends declared per common share
Weighted average number of shares outstanding — basic and diluted
4
Unaudited Consolidated Statements of Changes in Net Assets
Balance, January 1, 2010
Stock-based compensation
Net realized gain on investments
Net unrealized gain on investments
Provision for income taxes
Dividends/distributions declared
Public offering of common stock
Issuance of restricted stock
Common stock withheld for payroll taxes upon vesting of restricted stock
Balance, September 30, 2010
Balance, January 1, 2011
Income tax benefit
Balance, September 30, 2011
5
Unaudited Consolidated Statements of Cash Flows
Cash flows from operating activities:
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
Purchases of portfolio investments
Repayments received/sales of portfolio investments
Loan origination and other loan discounts and fees received
Payment-in-kind interest accrued, net of payments received
Accretion of loan origination and other fees
Accretion of loan discounts
Accretion of discount on SBA-guaranteed debentures payable
Depreciation expense
Changes in operating assets and liabilities:
Prepaid expenses
Net cash used in operating activities
Cash flows from investing activities:
Purchases of property and equipment
Net cash used in investing activities
Cash flows from financing activities:
Borrowings under SBA-guaranteed debentures payable
Repayments of SBA-guaranteed debentures payable
Financing fees paid
Proceeds from public stock offerings, net of expenses
Cash dividends paid
Net cash provided by financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Supplemental disclosure of cash flow information:
Cash paid for interest
6
Unaudited Consolidated Schedule of Investments
September 30, 2011
Portfolio Company
Industry
Type of Investment(1)(2)
PrincipalAmount
Cost
FairValue(3)
Non–Control / Non–Affiliate Investments:
Ambient Air Corporation (“AA”) and Peaden-Hobbs Mechanical, LLC (“PHM”) (2%)*
Ann’s House of Nuts, Inc. (3%)*
Aramsco, Inc. (1%)
Assurance Operations Corporation (0%)*
BioSan Laboratories, Inc. (2%)*
Botanical Laboratories, Inc. (3%)*
Capital Contractors, Inc. (3%)*
Carolina Beverage Group, LLC (4%)*
CRS Reprocessing, LLC (8%)*
CV Holdings, LLC (5%)*
DLR Restaurants, LLC (3%)*
Electronic Systems Protection, Inc. (2%)*
7
Unaudited Consolidated Schedule of Investments — (Continued)
Frozen Specialties, Inc. (2%)*
Garden Fresh Restaurant Corp. (0%)*
Great Expressions Group Holdings, LLC (0%)*
Grindmaster-Cecilware Corp. (2%)*
Hatch Chile Co., LLC (2%)*
Home Physicians, LLC (“HP”) and Home Physicians Holdings, LP (“HPH”) (3%)*
Infrastructure Corporation of America, Inc. (3%)*
Inland Pipe Rehabilitation Holding Company LLC (7%)*
Library Systems & Services, LLC (2%)*
Magpul Industries Corp. (4%)
McKenzie Sports Products, LLC (2%)*
Media Temple, Inc. (5%)*
Minco Technology Labs, LLC (2%)*
National Investment Managers Inc. (4%)*
8
Novolyte Technologies, Inc. (3%)*
Pomeroy IT Solutions (3%)*
PowerDirect Marketing, LLC (3%)*
Renew Life Formulas, Inc. (4%)*
SRC, Inc. (3%)*
Syrgis Holdings, Inc. (1%)*
Class C Units (2,114 units)
TBG Anesthesia Management, LLC (3%)*
Warrant (263 shares)
TMR Automotive Service Supply, LLC (1%)
Unit Purchase Warrant (329,518 units)
Top Knobs USA, Inc. (3%)
Common Stock (26,593 shares)
TrustHouse Services Group, Inc. (4%)*
Class A Units (1,557 units)
Class B Units (82 units)
Tulsa Inspection Resources, Inc. (2%)*
Common Unit (1 unit)
Common Stock Warrants (8 shares)
Twin-Star International, Inc. (2%)*
Senior Note (4.3%, Due 04/13)
Wholesale Floors, Inc. (1%)*
Yellowstone Landscape Group, Inc. (4%)*
Subtotal Non–Control / Non–Affiliate Investments
9
Affiliate Investments:
American De-Rosa Lamparts, LLC and Hallmark Lighting (1%)*
Membership Units (6,516 Units)
AP Services, Inc. (2%)*
Class A Units (933 units)
Class B Units (496 units)
Asset Point, LLC (2%)*
Axxiom Manufacturing, Inc. (0%)*
Brantley Transportation, LLC (“Brantley Transportation”) and Pine Street Holdings, LLC (“Pine Street”) (4) (1%)*
Captek Softgel International, Inc. (3%)*
Dyson Corporation (2%)*
Equisales, LLC (1%)*
Fischbein Partners, LLC (3%)*
Main Street Gourmet, LLC (2%)*
Plantation Products, LLC (5%)*
Preferred Units (1,127 units)
Common Units (92,000 units)
QC Holdings, Inc. (0%)*
10
Technology Crops International (2%)*
Venture Technology Groups, Inc. (2%)*
Waste Recyclers Holdings, LLC (1%)*
Wythe Will Tzetzo, LLC (4%)*
Subtotal Affiliate Investments
Control Investments:
FCL Graphics, Inc. (“FCL”) and FCL Holding SPV, LLC (“SPV”) (1%)*
Fire Sprinkler Systems, Inc. (0%)*
Fischbein, LLC (1%)*
Gerli & Company (1%)*
Subtotal Control Investments
Total Investments, September 30, 2011(140%)*
11
Consolidated Schedule of Investments
December 31, 2010
Ambient Air Corporation (“AA”) and Peaden-Hobbs Mechanical, LLC (“PHM”) (3%)*
Ann’s House of Nuts, Inc. (5%)*
Botanical Laboratories, Inc. (5%)*
Capital Contractors, Inc. (5%)*
Carolina Beverage Group, LLC (8%)*
CV Holdings, LLC (6%)*
Energy Hardware Holdings, LLC (0%)*
Frozen Specialties, Inc. (4%)*
12
Consolidated Schedule of Investments — (Continued)
Great Expressions Group Holdings, LLC (3%)*
Grindmaster-Cecilware Corp. (3%)*
Hatch Chile Co., LLC (3%)*
Infrastructure Corporation of America, Inc. (6%)*
Inland Pipe Rehabilitation Holding Company LLC (10%)*
Library Systems & Services, LLC (3%)*
McKenzie Sports Products, LLC (3%)*
Media Temple, Inc. (7%)*
Minco Technology Labs, LLC (3%)*
13
Fair
Value(3)
Novolyte Technologies, Inc. (5%)*
SRC, Inc. (5%)*
Syrgis Holdings, Inc. (2%)*
TBG Anesthesia Management, LLC (6%)*
Top Knobs USA, Inc. (6%)*
TrustHouse Services Group, Inc. (3%)*
Tulsa Inspection Resources, Inc. (3%)*
Twin-Star International, Inc. (3%)*
Yellowstone Landscape Group, Inc. (7%)*
Zoom Systems (4%)*
Royalty rights
American De-Rosa Lamparts, LLC and Hallmark Lighting (2%)*
14
AP Services, Inc. (4%)*
Asset Point, LLC (3%)*
Axxiom Manufacturing, Inc. (1%)*
Brantley Transportation, LLC (“Brantley Transportation”) and Pine Street Holdings, LLC (“Pine Street”) (4) (2%)*
Dyson Corporation (1%)*
Equisales, LLC (4%)*
Class A Units (500,000 units)
Plantation Products, LLC (8%)*
QC Holdings, Inc.(0%)*
Technology Crops International (3%)*
Waste Recyclers Holdings, LLC (2%)*
15
FCL Graphics, Inc. (1%)*
Fischbein, LLC (11%)*
Weave Textiles, LLC (1%)*
Total Investments, December 31, 2010 (181%)*
16
Notes to Unaudited Consolidated Financial Statements
Organization
Triangle Capital Corporation and its wholly owned subsidiaries, including Triangle Mezzanine Fund LLLP (the “Fund”) and Triangle Mezzanine Fund II LP (“Fund II”) (collectively, the “Company”), operates as a Business Development Company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). The Fund and Fund II are specialty finance limited partnerships formed to make investments primarily in middle market companies located throughout the United States. On September 11, 2003, the Fund was licensed to operate as a Small Business Investment Company (“SBIC”) under the authority of the United States Small Business Administration (“SBA”). On May 26, 2010, Fund II obtained its license to operate as an SBIC. As SBICs, both the Fund and Fund II are subject to a variety of regulations concerning, among other things, the size and nature of the companies in which they may invest and the structure of those investments.
The Company currently operates as a closed–end, non–diversified investment company and has elected to be treated as a BDC under the 1940 Act. The Company is internally managed by its executive officers under the supervision of its Board of Directors. The Company does not pay management or advisory fees, but instead incurs the operating costs associated with employing executive management and investment and portfolio management professionals.
Basis of Presentation
The financial statements of the Company include the accounts of Triangle Capital Corporation and its wholly-owned subsidiaries, including the Fund and Fund II. Neither the Fund nor Fund II consolidates portfolio company investments. The effects of all intercompany transactions between the Company and its subsidiaries have been eliminated in consolidation.
The accompanying unaudited financial statements are presented in conformity with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring adjustments necessary for the fair presentation of financial statements for the interim period, have been reflected in the unaudited consolidated financial statements. The current period’s results of operations are not necessarily indicative of results that ultimately may be achieved for the year. Therefore, the unaudited financial statements and notes thereto should be read in conjunction with the audited financial statements and notes thereto for the period ended December 31, 2010. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.
17
Notes to Unaudited Consolidated Financial Statements — (Continued)
Summaries of the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments, are shown in the following tables:
September 30, 2011:
Subordinated debt, Unitranche and 2nd lien notes
Senior debt
Equity shares
Equity warrants
December 31, 2010:
During the three months ended September 30, 2011, the Company made four new investments totaling approximately $36.9 million and four investments in existing portfolio companies totaling approximately $11.0 million. During the nine months ended September 30, 2011, the Company made fourteen new investments totaling approximately $123.6 million and investments in eleven existing portfolio companies totaling approximately $60.5 million.
During the three months ended September 30, 2010, the Company made three new investments totaling approximately $26.1 million and four investments in existing portfolio companies totaling approximately $3.9 million. During the nine months ended September 30, 2010, the Company made nine new investments totaling approximately $69.7 million and twelve investments in existing portfolio companies totaling approximately $18.5 million.
Valuation of Investments
The Company has established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring basis in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”). Under ASC Topic 820, a financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. 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.
18
The Company’s 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, the Company values all of its investments at fair value, as determined in good faith by the Board of Directors, using Level 3 inputs, as further described below. Due to the inherent uncertainty in the valuation process, the 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 the 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 the Company might reasonably expect to receive upon the current sale of the security.
Management evaluates the investments in portfolio companies using the most recent portfolio company financial statements and forecasts. Management also consults with the portfolio company’s senior management to obtain further updates on the portfolio company’s performance, including information such as industry trends, new product development and other operational issues.
In making the good faith determination of the value of debt securities, the Company starts with the cost basis of the security, which includes the amortized original issue discount, and payment–in–kind (“PIK”) interest, if any. The Company also uses a risk 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, management utilizes an “income approach” model that considers factors including, but not limited to, (i) the portfolio investment’s current risk rating, (ii) the portfolio company’s current trailing twelve months’ (“TTM”) results of operations as compared to the portfolio company’s TTM results of operations as of the date the investment was made and the portfolio company’s anticipated results for the next twelve months of operations, (iii) the portfolio company’s current leverage as compared to its leverage as of the date the investment was made, (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, the Company considers 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 company’s 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.
19
The following table presents the Company’s financial instruments carried at fair value as of September 30, 2011 and December 31, 2010, on the consolidated balance sheet by ASC Topic 820 valuation hierarchy, as previously described:
Portfolio company investments
The following table reconciles the beginning and ending balances of our portfolio company investments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2011 and 2010:
Fair value of portfolio, beginning of period
New investments
Proceeds from sales of investments
Loan origination fees and discounts received
Principal repayments received
Payment in kind interest earned
Payment in kind interest payments received
Accretion of deferred loan origination revenue
Realized gain on investments
Unrealized gain on investments
Fair value of portfolio, end of period
All realized and unrealized gains and losses are included in earnings (changes in net assets) and are reported on separate line items within the Company’s statements of operations. Pre-tax net unrealized gains on investments of $7.1 million and $10.6 million, respectively, during the three and nine months ended September 30, 2011 are related to portfolio company investments that were still held by the Company as of September 30, 2011. Pre-tax net unrealized gains on investments of $0.9 million and $1.5 million, respectively, during the three and nine months ended September 30, 2010 are related to portfolio company investments that were still held by the Company as of September 30, 2010.
Duff & Phelps, LLC (“Duff & Phelps”), an independent valuation firm, provides third party valuation consulting services to the Company which consist of certain limited procedures that the Company 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
20
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 on which we asked Duff & Phelps to perform such procedures are summarized below by period:
For the quarter ended:
September 30, 2010
March 31, 2011
June 30, 2011
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 appeared reasonable. Our Board of Directors is ultimately and solely responsible for determining the fair value of our investments in good faith.
Warrants
When originating a debt security, the Company will sometimes receive warrants or other equity–related securities from the borrower. The Company determines the cost basis of the warrants or other equity–related securities received based upon their respective fair values on the date of receipt in proportion to the total fair value of the debt and warrants or other equity–related securities received. Any resulting difference between the face amount of the debt and its recorded fair value resulting from the assignment of value to the warrant or other equity instruments is treated as original issue discount and accreted into interest income over the life of the loan.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.
Investment Classification
In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of the Company, as defined in the 1940 Act, other than Control Investments. “Non–Control/Non–Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments. Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities of such company or has greater than 50.0% representation on its board. The Company is deemed to be an affiliate of a company in which the Company has invested if it owns between 5.0% and 25.0% of the voting securities of such company.
21
Investment 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 the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan until all principal and interest has been brought current through payment or a restructuring such that the interest income is deemed to be collectible. The Company writes 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 loan agreements are recorded as deferred income and recognized as investment income over the term of the loan. In the general course of its business, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties and loan waiver and amendment fees, and are recorded as investment income when received.
Payment-in-Kind Interest
The Company currently holds, and expects to hold in the future, some loans in its 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 the Company’s status as a Regulated Investment Company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as Amended (the “Code”), this PIK interest, which is a non-cash source of income, must be paid out to stockholders in the form of dividends, even though the Company has not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company 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 have been brought current through payment or a restructuring such that the interest income is deemed to be collectible. The Company writes off any accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.
Concentration of Credit Risk
The Company generally invests in lower middle–market companies in a variety of industries. At both September 30, 2011 and December 31, 2010, there were no individual investments greater than 10% of the fair value of the Company’s portfolio. Income, consisting of interest, dividends, fees, other investment income, and realization of gains or losses on equity interests, can fluctuate dramatically upon repayment of an investment or sale of an equity interest and in any given year can be highly concentrated among several investees.
The Company’s investments carry a number of risks including, but not limited to: 1) investing in lower middle market companies which have limited operating histories and financial resources; 2) investing in senior subordinated debt which ranks equal to or lower than debt held by other investors; and 3) holding investments that are not publicly traded and are subject to legal and other restrictions on resale and other risks common to investing in below investment grade debt and equity instruments.
22
Triangle Capital Corporation has elected for federal income tax purposes to be treated as a RIC under Subchapter M of the Code. As a RIC, so long as certain minimum distribution, source-of-income and asset diversification requirements are met, income taxes are generally required to be paid only on the portion of taxable income and gains that are not distributed (actually or constructively) and on certain built-in gains.
The Company has certain wholly owned taxable subsidiaries (the “Taxable Subsidiaries”) each of which holds one or more of the Company’s portfolio investments that are listed on the Consolidated Schedule of Investments. The Taxable Subsidiaries are consolidated for financial reporting purposes, such that the Company’s consolidated financial statements reflect the Company’s investments in the portfolio companies owned by the Taxable Subsidiaries. The purpose of the Taxable Subsidiaries is to permit the Company to hold certain portfolio companies that are organized as limited liability companies (“LLCs”) (or other forms of pass–through entities) while satisfying the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying 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 qualifying investment income, it could jeopardize the Company’s ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes. When LLCs (or other pass-through entities) are owned by the Taxable Subsidiaries, their income is taxed to the Taxable Subsidiaries and does not flow through to the RIC, thereby helping the Company preserve its RIC status and resultant tax advantages. The Taxable Subsidiaries are not consolidated for income tax purposes and may generate income tax expense as a result of their ownership of the portfolio companies. This income tax expense is reflected in the Company’s Statements of Operations.
For federal income tax purposes, the cost of investments owned at September 30, 2011 was approximately $459.2 million.
The Company reported the following borrowings outstanding on its Consolidated Balance Sheet as of September 30, 2011 and December 31, 2010:
Issuance/Pooling Date
Maturity Date
SBA Debentures:
September 28, 2005
March 28, 2007
March 26, 2008
September 24, 2008
March 25, 2009
March 24, 2010
September 22, 2010
March 29, 2011
September 21, 2011
SBA LMI Debentures:
September 14, 2010
Credit Facility:
May 9, 2011
23
SBA and SBA LMI Debentures
Interest payments on SBA debentures are payable semi–annually. There are no principal payments required on these issues prior to maturity. Debentures issued prior to September 2006 were subject to prepayment penalties during their first five years. Those pre-payment penalties no longer apply to debentures issued after September 1, 2006. The Company’s SBA Low or Moderate Income (“LMI”) debentures are five-year deferred interest debentures that are issued at a discount to par. The accretion of discount on SBA LMI debentures is classified as interest expense in the Company’s consolidated financial statements.
Under the Small Business Investment Act and current SBA policy applicable to SBICs, an SBIC (or group of SBICs under common control) can have outstanding at any time, SBA-guaranteed debentures up to two times (and in certain cases, up to three times) the amount of its regulatory capital. As of September 30, 2011, the maximum statutory limit on the dollar amount of outstanding SBA-guaranteed debentures that can be issued by a single SBIC is $150.0 million and by a group of SBICs under common control is $225.0 million. As of September 30, 2011, the Fund has issued the maximum $150.0 million of SBA-guaranteed debentures and Fund II has issued the maximum $75.0 million in face amount of SBA-guaranteed debentures. In addition to a one–time 1.0% fee on the total commitment from the SBA, the Company also pays a one–time 2.425% fee on the amount of each SBA debenture issued and a one-time 2.0% fee on the amount of each SBA LMI debenture issued. 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 September 30, 2011 and December 31, 2010 were 4.83% and 3.95%, respectively. As of September 30, 2011, all SBA debentures have been pooled. 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%.
Credit Facility
In May 2011, the Company entered into a three-year senior secured credit facility with an initial commitment of $50.0 million (the “Credit Facility”). The purpose of the Credit Facility is to provide additional liquidity in support of future investment and operational activities. The Credit Facility was arranged by BB&T Capital Markets and Fifth Third Bank and has an accordion feature which allows for an increase in the total loan size up to $90.0 million and also contains two one-year extension options, bringing the total potential commitment and funding period to five years from closing. The Credit Facility, which is structured to operate like a revolving credit facility, is secured primarily by Triangle Capital Corporation’s assets, excluding the assets of the Fund and Fund II.
Borrowings under the Credit Facility bear interest, subject to the Company’s election, on a per annum basis equal to (i) the applicable base rate plus 1.95% or ii) the applicable LIBOR rate plus 2.95%. The applicable base rate is equal to the greater of i) prime rate, ii) the federal funds rate plus 0.5% or iii) the adjusted one-month LIBOR plus 2.0%. The Company pays unused commitment fees of 0.375% per annum. As of September 30, 2011, the Company did not have any borrowings outstanding under the Credit Facility.
The Credit Facility contains certain affirmative and negative covenants, including but not limited to i) maintaining a minimum interest coverage ratio, ii) maintaining a minimum liquidity ratio, and iii) maintaining minimum consolidated tangible net worth. As of September 30, 2011, the Company was in compliance with all financial covenants of the Credit Facility.
24
The Company’s Board of Directors and stockholders have approved the Triangle Capital Corporation Amended and Restated 2007 Equity Incentive Plan (the “Plan”), under which there are 900,000 shares of the Company’s common stock authorized for issuance. Under the Plan, the Board of Directors (or Compensation Committee, if delegated administrative authority by the Board of Directors) may award stock options, restricted stock or other stock-based incentive awards to executive officers, employees and directors. Equity-based awards granted under the Plan to independent directors generally will vest over a one-year period and equity-based awards granted under the Plan to executive officers and employees generally will vest ratably over a four-year period.
The Company accounts for its equity-based compensation plan using the fair value method, as prescribed by ASC Topic 718, Stock Compensation. Accordingly, for restricted stock awards, we measure the grant date fair value based upon the market price of our common stock on the date of the grant and amortize this fair value to compensation expense over the requisite service period or vesting term.
The following table presents information with respect to the Plan for the nine months ended September 30, 2011 and 2010:
Unvested shares, beginning of period
Shares granted during the period
Shares vested during the period
Unvested shares, end of period
In the three and nine months ended September 30, 2011, the Company recognized equity-based compensation expense of approximately $0.5 million and $1.4 million, respectively. In the three and nine months ended September 30, 2010, the Company recognized equity-based compensation expense of approximately $0.3 million and $0.8 million, respectively. This expense is included in general and administrative expenses in the Company’s consolidated statements of operations.
As of September 30, 2011, there was approximately $4.3 million of total unrecognized compensation cost, related to the Company’s non-vested restricted shares. This cost is expected to be recognized over a weighted-average period of approximately two years.
25
The following is a schedule of financial highlights for the nine months ended September 30, 2011 and 2010:
Per share data:
Net asset value at beginning of period
Net investment income(1)
Net realized gain (loss) on investments(1)
Net unrealized appreciation (depreciation) on investments(1)
Total increase from investment operations(1)
Cash dividends/distributions declared
Shares issued pursuant to Dividend Reinvestment Plan
Common stock offerings
Income tax provision(1)
Other(2)
Net asset value at end of period
Market value at end of period(3)
Shares outstanding at end of period
Net assets at end of period
Average net assets
Ratio of total expenses to average net assets (annualized)
Ratio of net investment income to average net assets (annualized)
Portfolio turnover ratio
Total Return(4)
In October 2011, the Company invested $9.7 million in subordinated debt and equity of Media Storm, LLC (“Media Storm”). Media Storm plans and executes advertising purchases on behalf of television networks. Under the terms of the investment, Media Storm will pay interest on the subordinated debt at a rate of 14% per annum.
On November 1, 2011, the Company entered into a supplement and joinder agreement (the “Agreement”) to the Credit Facility. The Agreement increased the commitment under the Credit Facility from $50.0 million to $75.0 million.
26
The following discussion is designed to provide a better understanding of our unaudited consolidated 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 Unaudited Financial Statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2010. 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.
Forward-Looking Statements
Some of the statements in this Quarterly 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 Quarterly 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 herein and in Item 1A entitled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2010. 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 Quarterly 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.
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 define lower middle market companies as those with annual revenues between $10.0 and $100.0 million. 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 and $100.0 million and annual earnings before interest, taxes, depreciation and amortization, or EBITDA, between $3.0 and $20.0 million.
27
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 to $15.0 million per portfolio company. In certain situations, we partner 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 is instead 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 both September 30, 2011, and 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 14.0% and 13.7% as of September 30, 2011 and December 31, 2010, respectively. The weighted average yield on all of our outstanding investments (including equity and equity-linked investments and non-accrual debt investments) was approximately 13.6% and 12.9% as of September 30, 2011 and December 31, 2010, respectively.
The Fund and Fund II are eligible to issue debentures to the SBA, which pools these with debentures of other SBICs and sells them in the capital markets at favorable interest rates, in part as a result of the guarantee of payment from the SBA. We 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 sale 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 $464.4 million as of September 30, 2011, as compared to $326.0 million as of December 31, 2010. As of September 30, 2011, we had investments in 60 portfolio companies with an aggregate cost of $457.4 million. As of December 31, 2010, we had investments in 48 portfolio companies with an aggregate cost of $324.0 million. As of both September 30, 2011 and December 31, 2010, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
28
As of September 30, 2011 and December 31, 2010, our investment portfolio consisted of the following investments:
Investment Activity
During the nine months ended September 30, 2011, we made fourteen new investments totaling approximately $123.6 million, debt investments in ten existing portfolio companies totaling approximately $60.2 million and five equity investments in existing portfolio companies totaling approximately $0.3 million. We had seven portfolio company loans repaid at par totaling approximately $39.8 million, which resulted in realized gains totaling approximately $0.8 million, and received normal principal repayments and partial loan prepayments totaling approximately $6.6 million in the nine months ended September 30, 2011. In addition, we sold two equity investments in portfolio companies for total proceeds of approximately $17.0 million, resulting in realized gains totaling approximately $13.2 million, and recognized a realized loss of approximately $3.0 million on the conversion of a debt investment in a portfolio company to equity.
During the nine months ended September 30, 2010, we made nine new investments totaling approximately $69.7 million, eight additional debt investments in existing portfolio companies totaling approximately $17.8 million and five additional equity investments in existing portfolio companies totaling approximately $0.7 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 $4.0 million, and converted a subordinated debt investment in one portfolio company to equity, resulting in a realized loss of approximately $3.0 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 and partial loan prepayments totaling approximately $3.3 million in the nine months ended September 30, 2010.
29
Total portfolio investment activity for the nine months ended September 30, 2011 and 2010 was as follows:
Weighted average yield on debt investments at end of period(1)
Weighted average yield on total investments at end of period(1)
Weighted average yield on total investments at end of period
Non-Accrual Assets
As of September 30, 2011, the fair value of our non-accrual assets was approximately $7.3 million, which comprised 1.6% of the total fair value of our portfolio, and the cost of our non-accrual assets was approximately $11.0 million, which comprised 2.4% of the total cost of our portfolio. 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 September 30, 2011 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. During the first quarter of 2011, we restructured our investment in Gerli. As a result of the restructuring, we received a new note from Gerli with a face amount of $3.0 million and a fair value of approximately $2.3 million and preferred stock with a liquidation preference of $0.4 million. Under the terms of the new note, interest on the note is payable only if Gerli meets certain covenants, which they were not compliant with as of September 30, 2011. In the nine months ended September 30, 2011, we recognized an unrealized loss on our new debt investment in Gerli of approximately $0.7 million. As of September 30, 2011, the cost of our new debt investment in Gerli was $3.0 million and the fair value 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
30
loss of $1.3 million on our subordinated note investment in Fire Sprinkler Systems. In each of the years ended December 31, 2009 and 2010, we recognized additional unrealized losses on our debt investment in Fire Sprinkler Systems of $0.3 million. In the nine months ended September 30, 2011, we recorded an additional $0.5 million unrealized loss on our debt investment. As of September 30, 2011, the cost of our debt investment in Fire Sprinkler Systems was $2.8 million and the fair value of such investment was $0.4 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 ADL’s 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 September 30, 2011, the cost of our investment in ADL was approximately $5.2 million and the fair value of such investment was approximately $4.6 million.
Results of Operations
Comparison of three months ended September 30, 2011 and September 30, 2010
For the three months ended September 30, 2011, total investment income was $16.2 million, a 66% increase from $9.8 million of total investment income for the three months ended September 30, 2010. This increase was primarily attributable to a $6.4 million increase in total loan interest, fee and dividend income (including PIK interest income) due to a net increase in our portfolio investments from September 30, 2010, to September 30, 2011, which includes a decrease in non-recurring fee income of approximately $0.9 million. Non-recurring fee income was approximately $0.1 million for the three months ended September 30, 2011 as compared to $1.0 million for the three months ended September 30, 2010.
Expenses
For the three months ended September 30, 2011, expenses increased by 40% to $5.8 million from $4.2 million for the three months ended September 30, 2010. The increase in expenses was primarily attributable to a $1.1 million increase in general and administrative expenses resulting from an increase in employee headcount, increased salary and incentive compensation costs and increased non-cash compensation expenses. In addition, the increase in expenses was also partially attributable to a $0.8 million increase in interest expense related to higher average balances of SBA-guaranteed debentures outstanding during the three months ended September 30, 2011 than in the comparable period in 2010 partially offset by a $0.3 million decrease in amortization of deferred financing fees associated with the early repayment of certain SBA guaranteed debentures in the third quarter of 2010.
Net Investment Income
As a result of the $6.4 million increase in total investment income and the $1.7 million increase in expenses, net investment income increased by 85% to $10.4 million for the three months ended September 30, 2011 as compared to net investment income of $5.6 million for the three months ended September 30, 2010.
31
Net Increase/Decrease in Net Assets Resulting From Operations
In the three months ended September 30, 2011, we realized a gain on the sale of one non-control/non-affiliate investment of approximately $1.0 million and a loss on the conversion of debt to equity of one control investment of $3.0 million. In addition, during the three months ended September 30, 2011, we recorded net unrealized appreciation of investments totaling approximately $9.0 million, comprised of unrealized appreciation on 23 investments totaling approximately $9.7 million, unrealized depreciation on 16 investments totaling approximately $2.8 million and net unrealized appreciation reclassification adjustments related to the realized gains and losses noted above totaling $2.2 million.
In the three months ended September 30, 2010, we realized a gain on the sale of one non-control/non-affiliate investment of approximately $0.3 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 three months ended September 30, 2010, we recorded net unrealized appreciation of investments totaling approximately $0.4 million, comprised of 1) unrealized appreciation on 15 investments totaling approximately $5.2 million, 2) unrealized depreciation on 14 investments totaling approximately $4.2 million and 3) unrealized depreciation reclassification adjustments totaling approximately $0.6 million related to the two realized gains discussed above.
As a result of these events, our net increase in net assets from operations was $17.5 million for the three months ended September 30, 2011 as compared to a net increase in net assets from operations of $7.2 million for the three months ended September 30, 2010.
Comparison of nine months ended September 30, 2011 and September 30, 2010
For the nine months ended September 30, 2011, total investment income was $45.1 million, a 76% increase from $25.6 million of total investment income for the nine months ended September 30, 2010. This increase was primarily attributable to a $19.4 million increase in total loan interest, fee and dividend income (including PIK interest income). The increase in total loan interest, fee and dividend income was due to 1) a net increase in our portfolio investments from September 30, 2010, to September 30, 2011, and 2) an increase in non-recurring fee income of approximately $0.8 million. Non-recurring fee income was approximately $2.8 million for the nine months ended September 30, 2011, as compared to approximately $2.0 million for the nine months ended September 30, 2010.
For the nine months ended September 30, 2011, expenses increased by 44% to $16.7 million from $11.6 million for the nine months ended September 30, 2010. The increase in expenses was primarily attributable to a $1.8 million increase in interest expense, a $0.1 million increase in amortization of deferred financing fees and a $3.3 million increase in general and administrative expenses. The increase in interest expense is related to higher average balances of SBA-guaranteed debentures outstanding during the nine months ended September 30, 2011 than in the comparable period in 2010. The increase in amortization of deferred financing fees is associated with the early repayment of certain SBA-guaranteed debentures in the first quarter of 2011. The increase in general and administrative costs in the first nine months of 2011 was primarily related to increased salary and incentive compensation costs and increased non-cash compensation expenses driven in part by an overall growth in employees.
As a result of the $19.5 million increase in total investment income and the $5.1 million increase in expenses, net investment income for the nine months ended September 30, 2011 was $28.3 million compared to net investment income of $14.0 million during the nine months ended September 30, 2010.
32
In the nine months ended September 30, 2011, we realized a gain on the sale of one control investment of approximately $12.2 million, a loss on the disposal of one control investment of $0.1 million and a loss on a debt to equity conversion of one control investment of $3.0 million. In addition, we realized gains on the repayments of two non-control/non-affiliate investments totaling approximately $0.8 million, and a gain on the sale of one non-control/non-affiliate investment of $1.0 million. During the nine months ended September 30, 2011, we recorded net unrealized appreciation of investments totaling approximately $5.0 million, comprised of 1) unrealized appreciation on 27 investments totaling approximately $18.7 million, 2) unrealized depreciation on 17 investments totaling approximately $4.8 million and 3) $8.9 million of net unrealized depreciation reclassification adjustments related to the realized gains and losses noted above.
In the nine months ended September 30, 2010, we realized a gain on the sale of one affiliate investment of approximately $3.5 million, a gain on the sale 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 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 nine months ended September 30, 2010, we recorded net unrealized appreciation of investments totaling approximately $2.4 million, comprised of 1) unrealized appreciation on 17 investments totaling approximately $15.5 million, 2) unrealized depreciation on 17 investments totaling approximately $12.3 million and 3) $0.8 million in net unrealized depreciation reclassification adjustments related to the realized gains and realized loss noted above.
As a result of these events, our net increase in net assets from operations was $44.4 million for the nine months ended September 30, 2011 as compared to a net increase in net assets from operations of $18.2 million during the nine months ended September 30, 2010.
Liquidity and Capital Resources
We believe that our current cash and cash equivalents on hand, available leverage under our line of credit 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’s assets and Fund II’s 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 Regulated Investment Company, or RIC.
Cash Flows
For the nine months ended September 30, 2011, we experienced a net increase in cash and cash equivalents in the amount of $30.6 million. During that period, our operating activities used $94.9 million in cash, consisting primarily of new portfolio investments of $184.1 million, partially offset by repayments received from portfolio companies and proceeds from the sale of investments totaling $63.4 million. In addition, financing activities provided $125.5 million of cash, consisting primarily of proceeds from public stock offerings of $128.7 million and borrowings under SBA-guaranteed debentures payable of $31.1 million, offset by cash dividends paid in the amount of $22.8 million, repayments of SBA-guaranteed debentures of $9.5 million and financing fees paid in the amount of $1.3 million. At September 30, 2011, we had $85.4 million of cash and cash equivalents on hand.
For the nine months ended September 30, 2010, we experienced a net increase in cash and cash equivalents in the amount of $18.9 million. During that period, our operating activities used $22.2 million in cash, consisting primarily of new portfolio investments of $88.2 million, partially offset by repayments received from portfolio companies and proceeds from the sale of investments totaling $54.0 million. In addition, financing activities provided $41.1 million of cash, consisting primarily of proceeds from a public stock offering of $41.3 million
33
and borrowings under SBA guaranteed debentures payable of $39.4 million, offset by cash dividends paid in the amount of $15.5 million, repayments of SBA guaranteed debentures of $22.3 million and financing fees paid in the amount of $1.5 million. At September 30, 2010, we had $74.1 million of cash and cash equivalents on hand.
Financing Transactions
Due to the Fund’s and Fund II’s 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 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. 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 September 30, 2011, the Fund has issued the maximum $150.0 million of SBA-guaranteed debentures and Fund II has issued the maximum $75.0 million in face amount of SBA-guaranteed debentures. In addition to the one-time fee of 1.0% on the total commitment from the SBA, the Company also pays a one-time fee of 2.425% on the amount of each 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 rate for all SBA-guaranteed debentures as of September 30, 2011 was 4.83%.
In May 2011, the Company entered into a three-year senior secured credit facility with an initial commitment of $50.0 million (the “Credit Facility”). The purpose of the Credit Facility is to provide additional liquidity in support of future investment and operational activities. The Credit Facility was arranged by BB&T Capital Markets and Fifth Third Bank and has an accordion feature which allows for an increase in the total loan size up to $90.0 million and also contains two one-year extension options, bringing the total potential commitment and funding period to five years from the closing date. The Credit Facility, which is structured to operate like a revolving credit facility, is secured primarily by Triangle Capital Corporation’s assets, excluding the assets of the Funds.
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, 2008 and 2007 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 each year at least 90% of our investment company taxable income, or ICTI as defined by the Code. Depending on the level of ICTI earned in a tax year, we may choose to carry forward ICTI in excess of current year distributions
34
into the next tax year and pay a 4% excise tax on such excess. Any such carryover ICTI must be distributed before the end of the 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 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 nation’s 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 reoccur in the future and could then continue for a prolonged period of time. Further, recent U.S. debt ceiling and budget deficit concerns, together with signs of deteriorating sovereign debt conditions in Europe, have increased the possibility of additional credit-rating downgrades and economic slowdowns. Although we have been able to secure access to additional liquidity, including our recent public stock offering, increased leverage available through the SBIC program as a result of the Stimulus Bill and our new $50 million credit facility, there is no assurance that debt or equity capital will be available to us in the future on favorable terms, or at all.
Recent Developments
In October 2011, we invested $9.7 million in subordinated debt and equity of Media Storm, LLC (“Media Storm”). Media Storm plans and executes advertising purchases on behalf of television networks. Under the terms of the investment, Media Storm will pay interest on the subordinated debt at a rate of 14% per annum.
On November 1, 2011, we entered into a supplement and joinder agreement (the “Agreement”) to our Credit Facility. The Agreement increased the commitment under the Credit Facility from $50.0 million to $75.0 million.
Critical Accounting Policies and Use of Estimates
The preparation of our unaudited financial statements in accordance with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the
35
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:
A financial instrument’s 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.
36
We evaluate the investments in portfolio companies using the most recently available portfolio company financial statements and forecasts. We also consult with the portfolio company’s senior management to obtain further updates on the portfolio company’s 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 security’s 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 issuer’s ability to make payments and the type of collateral;
the current and forecasted earnings of the issuer;
statistical ratios compared to lending standards and to other similar securities; 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 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 investment’s current risk rating, (ii) the portfolio company’s current trailing twelve months’, or TTM, results of operations as compared to the portfolio company’s TTM results of operations as of the date the investment was made and the portfolio company’s anticipated results for the next twelve months of operations, (iii) the portfolio company’s current leverage as compared to its leverage as of the date the investment was made, (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 company’s 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.
37
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.
Revenue Recognition
Interest and Dividend Income
Interest income, adjusted for amortization of premium and accretion of original issue discount, is recorded on an 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. The cessation of recognition of such interest will negatively impact the reported fair value of the investment. 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.
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 investment income over the term of the loan. In the general course of our business, we receive certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties and loan waiver and amendment fees, and are recorded as investment income when received.
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.
38
To maintain our status as a RIC, this PIK interest, which is a 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 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 PIK interest when it is determined that the PIK interest is no longer collectible.
We may have to include in our taxable income, or ICTI, PIK 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. As a result, 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.
Off-Balance Sheet Arrangements
We currently have no off-balance sheet arrangements.
During the first half of 2011, the United States economy continued to show modest improvement; however, during much of the third quarter of 2011, the financial markets experienced significantly increased volatility and economic indicators suggested a further slowdown of the United States economy potentially leading to another recession. A prolonged slowdown in economic activity would likely have 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. In addition, the recent sovereign debt crises 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.
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 and in the first nine months of 2011, we experienced a $13.9 million increase in the fair value of our investment portfolio related to unrealized appreciation of investments, exclusive of $8.9 million of unrealized depreciation reclassification adjustments related to certain realized gains and losses discussed above in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under “Results of Operations.”
As of September 30, 2011, the fair value of our non-accrual assets was approximately $7.3 million, which comprised approximately 1.6% of the total fair value of our portfolio, and the cost of our non-accrual assets was approximately $11.0 million, or 2.4% of the total cost of our portfolio. In addition to these non-accrual assets, as of September 30, 2011, we had, on a fair value basis, approximately $11.4 million of debt investments, or 2.4% 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 September 30, 2011 was approximately $13.3 million, or 2.9% of the total cost of our portfolio.
The volatile and stressed conditions of the equity and debt markets may continue for a prolonged period of time or worsen in the future. To the extent that recessionary conditions recur, the economy remains stagnate, any further downgrades to U.S. government’s sovereign credit rating occur, the European credit crisis continues, or the economy fails to return to pre-recession levels, 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.
39
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 September 30, 2011, we were not a party to any hedging arrangements.
As of September 30, 2011, approximately 97.7%, or $407.7 million of our debt portfolio investments bore interest at fixed rates and approximately 2.3%, or $9.6 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. Our credit facility bears interest at LIBOR plus 2.95%.
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.
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 of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s 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.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the third quarter of 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
40
PART II — OTHER INFORMATION
Neither Triangle Capital Corporation nor any of its subsidiaries is currently a party to any material pending legal proceedings.
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I., “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and the risks below, which could materially affect our business, financial condition or operating results. The risks described in our Annual Report on Form 10-K and the risks below are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
Because of the limited amount of committed funding under our credit facility, we will have limited ability to fund new investments if we are unable to expand the facility.
On May 9, 2011, we entered into a credit agreement providing for a revolving line of credit, which we refer to as the Credit Facility. Initial committed funding under the Credit Facility is $50.0 million. The Credit Facility has an accordion feature which allows for an increase in the total loan size up to $90.0 million. However, if we are unable to meet the terms of the accordion feature, we will be unable to expand the Credit Facility and thus will continue to have limited availability to finance new investments under our line of credit. The Credit Facility matures on May 8, 2014, with two one-year extension options bringing the total potential commitment and funding period to five years from closing. If the facility is not renewed or extended, all principal and interest will be due and payable.
There can be no guarantee that we will be able to renew, extend or replace the Credit Facility upon its maturity on terms that are favorable to us, if at all. Our ability to expand the Credit Facility, and to obtain replacement financing at the time of maturity, will be constrained by then-current economic conditions affecting the credit markets. In the event that we are not able to expand the Credit Facility, or to renew, extend or refinance the Credit Facility at the time of its maturity, this could have a material adverse effect on our liquidity and ability to fund new investments, our ability to make distributions to our stockholders and our ability to qualify as a RIC under the Code.
Our line of credit contains various covenants, which, if not complied with, could accelerate our repayment obligations under the facility, thereby materially and adversely affecting our liquidity, financial condition, results of operations and ability to pay distributions.
We are party to the Credit Facility, which provides us with a revolving credit line facility of up to $90.0 million, of which $50.0 million was available for borrowings as of September 30, 2011. The Credit Facility contains customary terms and conditions, including, without limitation, affirmative and negative covenants such as information reporting requirements, minimum consolidated tangible net worth, minimum interest coverage ratio, maintenance of RIC and BDC status, and minimum liquidity. The Credit Facility also contains customary events of default with customary cure and notice, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, cross-default to other indebtedness, bankruptcy, change of control, and materially adverse effect. The Credit Facility permits us to fund additional loans and investments as long as we are within the conditions set out in the credit agreement. Our continued compliance with these covenants depends on many factors, some of which are beyond our control, and there are no assurances that we will continue to comply with these covenants. Our failure to satisfy these covenants could result in foreclosure by our lenders, which would accelerate our repayment obligations under the facility and thereby have a material adverse effect on our business, liquidity, financial condition, results of operations and ability to pay distributions to our stockholders.
41
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, you will experience increased risks associated with investing in our securities. The Fund and Fund II issue debt securities guaranteed by the SBA and sold in the capital markets. As a result of its guarantee of the debt securities, the SBA has fixed dollar claims on the assets of the Fund and Fund II that are superior to the claims of our common stockholders. In addition, our Credit Facility contains financial and operating covenants that could restrict our business activities, including our ability to declare dividends if we default under certain provisions. Breach of any of those covenants could cause a default under those instruments. Such a default, if not cured or waived, could have a material adverse effect on us. 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 September 30, 2011, we had $224.2 million of outstanding indebtedness guaranteed by the SBA, which had a weighted average annualized interest cost of 4.83%.
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, by borrowing from banks or insurance companies or by expanding our line of credit, and there can be no assurance that such additional leverage can in fact be achieved.
Stockholders may experience dilution in their ownership percentage if they do not participate in our dividend reinvestment plan.
All dividends declared in cash payable to stockholders that are participants in our dividend reinvestment plan are generally automatically reinvested in shares of our common stock. As a result, stockholders that do not participate in the dividend reinvestment plan may experience dilution over time. Stockholders who do not elect to receive dividends in shares of common stock may experience accretion to the net asset value of their shares if our shares are trading at a premium and dilution if our shares are trading at a discount. The level of accretion or discount would depend on various factors, including the proportion of our stockholders who participate in the plan, the level of premium or discount at which our shares are trading and the amount of the dividend payable to a stockholder.
The recent downgrade of the U.S. credit rating and the economic crisis in Europe could negatively impact our liquidity, financial condition and earnings.
Recent U.S. debt ceiling and budget deficit concerns, together with signs of deteriorating sovereign debt conditions in Europe, have increased the possibility of additional credit-rating downgrades and economic slowdowns. Although U.S. lawmakers passed legislation to raise the federal debt ceiling, Standard & Poor’s Ratings Services lowered its long-term sovereign credit rating on the United States (the “U.S.”) from “AAA” to
42
“AA+” in August 2011. The impact of this or any further downgrades to the U.S. government’s sovereign credit rating, or its perceived creditworthiness, and the impact of the current crisis in Europe with respect to the ability of certain European Union countries to continue to service their sovereign debt obligations is inherently unpredictable and could adversely effect the U.S. and global financial markets and economic conditions. There can be no assurance that governmental or other measures to aid economic recovery will be effective. These developments, and the government’s credit concerns in general, could cause interest rates and borrowing costs to rise, which may negatively impact our ability to access the debt markets on favorable terms. In addition, the decreased credit rating could create broader financial turmoil and uncertainty, which may weigh heavily on our stock price. Continued adverse economic conditions could have a material adverse effect on our business, financial condition and results of operations.
Sales of Unregistered Securities
During the three months ended September 30, 2011, we issued a total of 64,613 shares of our common stock under our dividend reinvestment plan 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 dividend reinvestment plan was $1.0 million.
Issuer Purchases of Equity Securities
Pursuant to Section 23(c)(1) of the Investment Company Act of 1940, we intend to purchase our common stock in the open market in order to satisfy our Dividend Reinvestment Plan 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 to satisfy our Dividend Reinvestment Plan obligations during the three months ended September 30, 2011.
Not applicable.
43
Number
Exhibit
44
SIGNATURES
Pursuant to the requirements of 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: November 2, 2011
/s/ Garland S. Tucker, III
/s/ Steven C. Lilly
/s/ C. Robert Knox, Jr.
45
EXHIBIT INDEX