TCAP-9.30.2012-Q3
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
__________________________________________________________
Form 10-Q
__________________________________________________________
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2012
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number 814-00733 
__________________________________________________________
Triangle Capital Corporation
(Exact name of registrant as specified in its charter)
__________________________________________________________
Maryland
 
06-1798488
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
 
3700 Glenwood Avenue, Suite 530
Raleigh, North Carolina
 
27612
(Address of principal executive offices)
 
(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  ý    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):
Large accelerated filer
¨
Accelerated filer
ý
 
 
 
 
Non-accelerated filer
¨  (Do not check if a smaller reporting company)
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
The number of shares outstanding of the registrant’s Common Stock on November 5, 2012 was 27,320,385.


Table of Contents

TRIANGLE CAPITAL CORPORATION
TABLE OF CONTENTS
QUARTERLY REPORT ON FORM 10-Q

 
 
Page
 
PART I – FINANCIAL INFORMATION
Item 1.
 
 
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
PART II – OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
 


2

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

TRIANGLE CAPITAL CORPORATION
Consolidated Balance Sheets
 
 
September 30, 2012
 
December 31, 2011
 
(Unaudited)
 
 
Assets:
 
 
 
Investments at fair value:
 
 
 
Non–Control / Non–Affiliate investments (cost of $485,599,055 and $389,312,451 at September 30, 2012 and December 31, 2011, respectively)
$
498,027,652

 
$
396,502,490

Affiliate investments (cost of $126,931,742 and $97,751,264 at September 30, 2012 and December 31, 2011, respectively)
128,065,635

 
103,266,298

Control investments (cost of $11,462,759 and $11,278,339 at September 30, 2012 and December 31, 2011, respectively)
5,216,666

 
7,309,787

Total investments at fair value
631,309,953

 
507,078,575

Cash and cash equivalents
60,110,779

 
66,868,340

Interest and fees receivable
3,969,957

 
1,883,395

Prepaid expenses and other current assets
451,017

 
623,318

Deferred financing fees
8,635,658

 
6,682,889

Property and equipment, net
54,826

 
58,304

Total assets
$
704,532,190

 
$
583,194,821

Liabilities:
 
 
 
Accounts payable and accrued liabilities
$
4,885,429

 
$
4,116,822

Interest payable
857,450

 
3,521,932

Taxes payable
307,000

 
1,402,866

Deferred income taxes
1,220,454

 
628,742

Borrowings under credit facility
26,000,000

 
15,000,000

Senior notes
69,000,000

 

SBA-guaranteed debentures payable
183,559,252

 
224,237,504

Total liabilities
285,829,585

 
248,907,866

Net Assets:
 
 
 
Common stock, $0.001 par value per share (150,000,000 shares authorized, 27,320,385 and 22,774,726 shares issued and outstanding as of September 30, 2012 and December 31, 2011, respectively)
27,320

 
22,775

Additional paid-in-capital
398,842,128

 
318,297,269

Investment income in excess of distributions
7,501,895

 
6,847,486

Accumulated realized gains on investments
6,235,321

 
1,011,649

Net unrealized appreciation of investments
6,095,941

 
8,107,776

Total net assets
418,702,605

 
334,286,955

Total liabilities and net assets
$
704,532,190

 
$
583,194,821

Net asset value per share
$
15.33

 
$
14.68


See accompanying notes.


3

Table of Contents

TRIANGLE CAPITAL CORPORATION
Unaudited Consolidated Statements of Operations

 
Three Months
Ended
 
Three Months
Ended
 
Nine Months
Ended
 
Nine Months
Ended
 
September 30,
2012
 
September 30,
2011
 
September 30,
2012
 
September 30,
2011
Investment income:
 
 
 
 
 
 
 
Loan interest, fee and dividend income:
 
 
 
 
 
 
 
Non–Control / Non–Affiliate investments
$
16,376,768

 
$
10,715,995

 
$
44,401,267

 
$
30,690,335

Affiliate investments
3,838,341

 
2,409,455

 
9,508,295

 
5,508,253

Control investments
49,384

 
96,535

 
161,375

 
1,243,396

Total loan interest, fee and dividend income
20,264,493

 
13,221,985

 
54,070,937

 
37,441,984

Payment–in–kind interest income:
 
 
 
 
 
 
 
Non–Control / Non–Affiliate investments
3,017,120

 
2,217,084

 
8,454,799

 
5,585,410

Affiliate investments
946,345

 
668,660

 
2,470,663

 
1,613,555

Control investments
20,250

 
18,592

 
60,221

 
137,393

Total payment–in–kind interest income
3,983,715

 
2,904,336

 
10,985,683

 
7,336,358

Interest income from cash and cash equivalent investments
78,500

 
94,489

 
344,407

 
281,611

Total investment income
24,326,708

 
16,220,810

 
65,401,027

 
45,059,953

Expenses:
 
 
 
 
 
 
 
Interest and other financing fees
4,046,885

 
2,901,089

 
11,502,245

 
7,796,997

General and administrative expenses
4,403,469

 
2,927,465

 
11,778,156

 
8,761,462

Total expenses
8,450,354

 
5,828,554

 
23,280,401

 
16,558,459

Net investment income
15,876,354

 
10,392,256

 
42,120,626

 
28,501,494

Net realized gain on investments – Non–Control / Non–Affiliate
816,393

 
1,011,649

 
3,600,501

 
1,839,248

Net realized gain on investments – Affiliate
785,132

 

 
785,132

 

Net realized gain (loss) on investments – Control

 
(2,997,979
)
 
838,039

 
9,155,191

Net unrealized appreciation (depreciation) of investments
(586,937
)
 
9,030,048

 
(2,011,835
)
 
4,966,744

Total net gain on investments
1,014,588

 
7,043,718

 
3,211,837

 
15,961,183

Loss on extinguishment of debt
(624,768
)
 

 
(829,811
)
 
(157,590
)
Income tax benefit (provision)
(34,388
)
 
34,269

 
(27,157
)
 
61,628

Net increase in net assets resulting from operations
$
16,231,786

 
$
17,470,243

 
$
44,475,495

 
$
44,366,715

Net investment income per share—basic and diluted
$
0.58

 
$
0.52

 
$
1.59

 
$
1.54

Net increase in net assets resulting from operations per share—basic and diluted
$
0.59

 
$
0.87

 
$
1.68

 
$
2.40

Dividends declared per common share
$
0.52

 
$
0.44

 
$
1.49

 
$
1.30

Weighted average number of shares outstanding—basic and diluted
27,290,493

 
20,015,230

 
26,545,542

 
18,489,842


See accompanying notes.


4

Table of Contents

TRIANGLE CAPITAL CORPORATION
Unaudited Consolidated Statements of Changes in Net Assets
 
 
Common Stock
 
Additional
Paid In
Capital
 
Investment
Income
in Excess of
(Less Than)
Distributions
 
Accumulated
Realized
Gains
(Losses) on
Investments
 
Net
Unrealized
Appreciation
(Depreciation)
of Investments
 
Total
Net
Assets
 
Number
of Shares
 
Par
Value
 
 
 
 
 
Balance, January 1, 2011
14,928,987

 
$
14,929

 
$
183,602,755

 
$
3,365,548

 
$
(8,244,376
)
 
$
1,740,303

 
$
180,479,159

Net investment income

 

 

 
28,501,494

 

 

 
28,501,494

Stock-based compensation

 

 
1,409,654

 

 

 

 
1,409,654

Net realized gain on investments

 

 

 

 
10,994,439

 
(9,250,107
)
 
1,744,332

Net unrealized appreciation of investments

 

 

 

 

 
14,216,851

 
14,216,851

Loss on extinguishment of debt

 

 

 
(157,590
)
 

 

 
(157,590
)
Income tax provision

 

 

 
61,628

 

 

 
61,628

Dividends/distributions declared
181,755

 
182

 
3,082,442

 
(25,910,242
)
 

 

 
(22,827,618
)
Public offerings of common stock
7,475,000

 
7,475

 
128,652,398

 

 

 

 
128,659,873

Issuance of restricted stock
161,174

 
161

 
(161
)
 

 

 

 

Common stock withheld for payroll taxes upon vesting of restricted stock
(32,065
)
 
(32
)
 
(643,276
)
 

 

 

 
(643,308
)
Balance, September 30, 2011
22,714,851

 
$
22,715

 
$
316,103,812

 
$
5,860,838

 
$
2,750,063

 
$
6,707,047

 
$
331,444,475

 
 
Common Stock
 
Additional
Paid In
Capital
 
Investment
Income
in Excess of
(Less Than)
Distributions
 
Accumulated
Realized
Gains
(Losses) on
Investments
 
Net
Unrealized
Appreciation
(Depreciation)
of Investments
 
Total
Net
Assets
 
Number
of Shares
 
Par
Value
 
 
 
 
 
Balance, January 1, 2012
22,774,726

 
$
22,775

 
$
318,297,269

 
$
6,847,486

 
$
1,011,649

 
$
8,107,776

 
$
334,286,955

Net investment income

 

 

 
42,120,626

 

 

 
42,120,626

Stock-based compensation

 

 
2,074,927

 

 

 

 
2,074,927

Net realized gain on investments

 

 

 

 
5,223,672

 
(3,713,579
)
 
1,510,093

Net unrealized appreciation of investments

 

 

 

 

 
1,701,744

 
1,701,744

Loss on extinguishment of debt

 

 

 
(829,811
)
 

 

 
(829,811
)
Income tax provision

 

 

 
(27,157
)
 

 

 
(27,157
)
Dividends/distributions declared
113,112

 
113

 
2,462,834

 
(40,609,249
)
 

 

 
(38,146,302
)
Public offering of common stock
4,255,000

 
4,255

 
77,118,719

 

 

 

 
77,122,974

Issuance of restricted stock
235,086

 
235

 
(235
)
 

 

 

 

Common stock withheld for payroll taxes upon vesting of restricted stock
(57,539
)
 
(58
)
 
(1,111,386
)
 

 

 

 
(1,111,444
)
Balance, September 30, 2012
27,320,385

 
$
27,320

 
$
398,842,128

 
$
7,501,895

 
$
6,235,321

 
$
6,095,941

 
$
418,702,605


See accompanying notes.


5

Table of Contents

TRIANGLE CAPITAL CORPORATION
Unaudited Consolidated Statements of Cash Flows
 
 
Nine Months
Ended
 
Nine Months
Ended
 
September 30, 2012
 
September 30, 2011
Cash flows from operating activities:
 
 
 
Net increase in net assets resulting from operations
$
44,475,495

 
$
44,366,715

Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
 
 
 
Purchases of portfolio investments
(228,510,522
)
 
(184,144,674
)
Repayments received/sales of portfolio investments
113,898,080

 
63,434,578

Loan origination and other fees received
3,565,896

 
3,689,444

Net realized (gain) loss on investments
(5,223,672
)
 
(10,994,439
)
Net unrealized depreciation (appreciation) of investments
1,420,124

 
(5,049,919
)
Deferred income taxes
591,712

 
83,173

Payment–in–kind interest accrued, net of payments received
(5,501,302
)
 
(3,452,028
)
Amortization of deferred financing fees
789,479

 
724,663

Loss on extinguishment of debt
829,811

 

Accretion of loan origination and other fees
(2,397,275
)
 
(1,029,151
)
Accretion of loan discounts
(1,482,707
)
 
(843,534
)
Accretion of discount on SBA-guaranteed debentures payable
131,748

 
128,528

Depreciation expense
24,145

 
21,170

Stock-based compensation
2,074,927

 
1,409,654

Changes in operating assets and liabilities:
 
 
 
Interest and fees receivable
(2,086,562
)
 
(1,460,945
)
Prepaid expenses
172,301

 
(389,127
)
Accounts payable and accrued liabilities
768,607

 
393,049

Interest payable
(2,664,482
)
 
(1,574,400
)
Deferred revenue

 
7,718

Taxes payable
(1,095,866
)
 
(191,672
)
Net cash used in operating activities
(80,220,063
)
 
(94,871,197
)
Cash flows from investing activities:
 
 
 
Purchases of property and equipment
(20,667
)
 
(23,267
)
Net cash used in investing activities
(20,667
)
 
(23,267
)
Cash flows from financing activities:
 
 
 
Borrowings under SBA-guaranteed debentures payable

 
31,100,000

Repayments of SBA-guaranteed debentures payable
(40,810,000
)
 
(9,500,000
)
Borrowings under credit facility
26,000,000

 

Repayments of credit facility
(15,000,000
)
 

Proceeds from senior notes
69,000,000

 

Financing fees paid
(3,572,059
)
 
(1,265,628
)
Proceeds from public stock offerings, net of expenses
77,122,974

 
128,659,873

Common stock withheld for payroll taxes upon vesting of restricted stock
(1,111,444
)
 
(643,308
)
Cash dividends paid
(38,146,302
)
 
(22,827,618
)
Net cash provided by financing activities
73,483,169

 
125,523,319

Net increase (decrease) in cash and cash equivalents
(6,757,561
)
 
30,628,855

Cash and cash equivalents, beginning of period
66,868,340

 
54,820,222

Cash and cash equivalents, end of period
$
60,110,779

 
$
85,449,077

Supplemental disclosure of cash flow information:
 
 
 
Cash paid for interest
$
12,999,240

 
$
8,675,796

Summary of non-cash financing transactions:
 
 
 
Dividends paid through DRIP share issuances
$
2,462,947

 
$
3,082,624


See accompanying notes.


6

Table of Contents

TRIANGLE CAPITAL CORPORATION
Unaudited Consolidated Schedule of Investments
September 30, 2012
Portfolio Company
Industry
 
Type of Investment(1)(2)
 
Principal
Amount
 
Cost
 
Fair
Value(3)
Non–Control / Non–Affiliate Investments:
 
 
 
 
 
 
Ambient Air Corporation (“AA”) and Peaden-Hobbs Mechanical, LLC (“PHM”) (1%)*
Specialty Trade Contractors
 
Subordinated Note-AA (15% Cash, 3% PIK, Due 06/13)
 
$
4,093,283

 
$
4,080,366

 
$
4,080,366

Subordinated Note-PHM (12% Cash, Due 09/12)
 
12,857

 
12,857

 
12,857

Common Stock-PHM (128,571 shares)
 
 
 
128,571

 
128,571

Common Stock Warrants-AA (455 shares)
 
 
 
142,361

 
773,000

 
 
 
4,106,140

 
4,364,155

 
4,994,794

 
 
 
 
 
 
 
 
 
 
Ann’s House of Nuts, Inc. (3%)*
Trail Mixes and Nut Producers
 
Subordinated Note (12% Cash, 1% PIK, Due 11/17)
 
7,134,675

 
6,805,180

 
6,805,180

Preferred A Units (22,368 units)
 
 
 
2,124,957

 
2,878,000

Preferred B Units (10,380 units)
 
 
 
986,059

 
1,343,000

Common Units (190,935 units)
 
 
 
150,000

 
105,000

Common Stock Warrants (14,558 shares)
 
 
 
14,558

 
10,000

 
 
 
7,134,675

 
10,080,754

 
11,141,180

 
 
 
 
 
 
 
 
 
 
Aramsco, Inc. (0%)*
Environmental Emergency Preparedness Products Distributor
 
Subordinated Note (12% Cash, 2% PIK, Due 03/14)
 
1,639,059

 
1,550,199

 
1,550,199

 
 
 
1,639,059

 
1,550,199

 
1,550,199

 
 
 
 
 
 
 
 
 
 
Assurance Operations Corporation (0%)*
Metal Fabrication
 
Common Stock (517 shares)
 
 
 
516,867

 
930,000

 
 
 
 
 
516,867

 
930,000

 
 
 
 
 
 
 
 
 
 
BioSan Laboratories, Inc. (1%)*
Nutritional Supplement Manufacturing and Distribution
 
Subordinated Note (12% Cash, 3.8% PIK, Due 10/16)
 
5,428,328

 
5,342,823

 
5,342,823

 
 
 
5,428,328

 
5,342,823

 
5,342,823

 
 
 
 
 
 
 
 
 
 
Botanical Laboratories, Inc. (2%)*
Nutritional Supplement Manufacturing and Distribution
 
Senior Notes (14% Cash, 1% PIK, Due 02/15)
 
9,674,809

 
9,243,485

 
9,243,485

Common Unit Warrants (998,680 units)
 
 
 
474,600

 
774,000

 
 
 
9,674,809

 
9,718,085

 
10,017,485

 
 
 
 
 
 
 
 
 
 
Capital Contractors, Inc. (2%)*
Janitorial and Facilities Maintenance Services
 
Subordinated Notes (12% Cash, 2% PIK, Due
12/15)
 
9,325,994

 
8,845,622

 
8,845,622

Common Stock Warrants (20 shares)
 
 
 
492,000

 
470,000

 
 
9,325,994

 
9,337,622

 
9,315,622

 
 
 
 
 
 
 
 
 
 
Carolina Beverage Group, LLC (0%)*
Beverage
Manufacturing
and Packaging
 
Class A Units (11,974 units)
 
 
 
1,077,615

 
1,333,000

 
Class B Units (11,974 units)
 
 
 
119,735

 
628,000

 
 
 
 
 
1,197,350

 
1,961,000

 
 
 
 
 
 
 
 
 
 
Chromaflo Technologies, LLC (4%)*
Colorant
Manufacturer
and Distributor
 
Subordinated Note (12% Cash, 2% PIK, Due 10/17)
 
16,383,163

 
16,079,882

 
16,079,882

Preferred A Units (22,561 units)
 
 
 
2,256,098

 
2,256,098

 
 
 
16,383,163

 
18,335,980

 
18,335,980

 
 
 
 
 
 
 
 
 
 
Continental Anesthesia Management, LLC (2%)*
Physicians
Management
Services
 
Senior Note (13.5% Cash, Due 11/14)
 
10,200,000

 
9,964,639

 
9,964,639

Warrant (263 shares)
 
 
 
276,100

 
43,000

 
 
10,200,000

 
10,240,739

 
10,007,639

 
 
 
 
 
 
 
 
 
 
CRS Reprocessing, LLC (6%)*
Fluid
Reprocessing
Services
 
Subordinated Note (10% Cash, 4% PIK, Due 11/15)
 
11,648,849

 
11,386,608

 
11,386,608

Subordinated Note (10% Cash, 4% PIK, Due 11/15)
 
12,846,496

 
11,529,465

 
11,529,465

Series C Preferred Units (26 units)
 
 
 
288,342

 
449,000

Common Unit Warrant (664 units)
 
 
 
1,759,556

 
3,642,000

Series D Preferred Units (16 units)
 
 
 
107,074

 
183,000

 
 
 
24,495,345

 
25,071,045

 
27,190,073

 
 
 
 
 
 
 
 
 
 
DataSource Incorporated (2%)*
Print Supply Chain Management Services
 
Subordinated Note (12% Cash, 2% PIK, Due 01/18)
 
8,540,611

 
8,376,178

 
8,376,178

 
Common Units (47 units)
 
 
 
1,000,000

 
1,000,000

 

 
8,540,611

 
9,376,178

 
9,376,178

 
 
 
 
 
 
 
 
 
 
DCWV Acquisition Corporation (1%)*
Arts & Crafts and Home Decor Products Designer and Supplier
 
Subordinated Note (12% Cash, 3% PIK, Due 09/17)
 
6,008,500

 
5,888,500

 
5,888,500

 

 
6,008,500

 
5,888,500

 
5,888,500

 
 
 
 
 
 
 
 
 
 
DLR Restaurants, LLC (3%)*
Restaurant
 
Subordinated Note (12% Cash, 2% PIK, Due 03/16)
 
10,878,564

 
10,697,145

 
10,697,145

Subordinated Note (12% Cash, 4% PIK, Due 03/16)
 
775,291

 
760,291

 
760,291

Royalty Rights
 
 
 

 
109,000

 
 
 
11,653,855

 
11,457,436

 
11,566,436

 
 
 
 
 
 
 
 
 
 

7

Table of Contents

TRIANGLE CAPITAL CORPORATION
Unaudited Consolidated Schedule of Investments
September 30, 2012
Portfolio Company
Industry
 
Type of Investment(1)(2)
 
Principal
Amount
 
Cost
 
Fair
Value(3)
Eckler's Holdings, Inc. (2%)*
Restoration Parts and Accessories for Classic Cars and Trucks
 
Subordinated Note (11% Cash, 4% PIK, Due 07/18)
 
$
5,620,029

 
$
5,484,806

 
$
5,484,806

 
Common Stock (15,850 shares)
 


 
158,500

 
158,500

 
Preferred Stock A (1,427 shares)
 


 
1,426,500

 
1,426,500

 

 
5,620,029

 
7,069,806

 
7,069,806

 
 
 
 
 
 
 
 
 
 
Electronic Systems Protection, Inc. (1%)*
Power Protection Systems Manufacturing
 
Subordinated Note (12% Cash, 2% PIK, Due 12/15)
 
4,225,552

 
4,196,392

 
4,196,392

Common Stock (570 shares)
 
 
 
285,000

 
315,000

 
 
 
4,225,552

 
4,481,392

 
4,511,392

 
 
 
 
 
 
 
 
 
 
Empire Facilities Management Group, Inc. (1%)*
Retail, Restaurant, and Commercial Facilities Maintenance
 
Subordinated Note (9% Cash, 4% PIK, Due 07/18)
 
5,049,444

 
4,964,734

 
4,964,734

 
Convertible Preferred Units (2,500 units)
 


 
250,000

 
250,000

 

 
5,049,444

 
5,214,734

 
5,214,734

 
 
 
 
 
 
 
 
 
 
Frozen Specialties, Inc. (2%)*
Frozen Foods Manufacturer
 
Subordinated Note (13% Cash, 5% PIK, Due 07/14)
 
8,806,906

 
8,743,231

 
8,743,231

 
 
8,806,906

 
8,743,231

 
8,743,231

 
 
 
 
 
 
 
 
 
 
Garden Fresh Restaurant Corp. (0%)*
Restaurant
 
Membership Units (5,000 units)
 
 
 
500,000

 
511,000

 
 
 
 
500,000

 
511,000

 
 
 
 
 
 
 
 
 
 
Grindmaster-Cecilware Corp. (1%)*
Food Services Equipment Manufacturer
 
Subordinated Note (12% Cash, 6% PIK, Due 04/16)
 
6,566,765

 
6,505,970

 
5,798,000

 
 
6,566,765

 
6,505,970

 
5,798,000

 
 
 
 
 
 
 
 
 
 
Hatch Chile Co., LLC (1%)*
Food Products Distributor
 
Senior Note (19% Cash, Due 07/15)
 
3,600,000

 
3,525,624

 
3,525,624

Subordinated Note (14% Cash, Due 07/15)
 
800,000

 
689,289

 
689,289

Unit Purchase Warrant (5,265 units)
 
 
 
149,800

 
273,000

 
 
4,400,000

 
4,364,713

 
4,487,913

 
 
 
 
 
 
 
 
 
 
Home Physicians, LLC (“HP”) and Home Physicians Holdings, LP (“HPH”) (2%)*
In-home Primary Care Physician Services
 
Subordinated Note-HP (12% Cash, 5% PIK, Due 03/16)
 
11,066,468

 
10,618,484

 
6,356,000

Subordinated Note-HPH (4% Cash, 6% PIK, Due 03/16)
 
1,343,623

 
1,303,361

 

Senior Subordinated Note-HP (14% Cash, 2% PIK, Due 03/16)
 
609,126

 
598,767

 
598,767

Royalty Rights
 
 
 

 

 
 
13,019,217

 
12,520,612

 
6,954,767

 
 
 
 
 
 
 
 
 
 
Infrastructure Corporation of America, Inc. (3%)*
Roadway Maintenance, Repair and Engineering Services
 
Subordinated Note (12% Cash, 1% PIK, Due 10/15)
 
10,961,896

 
10,126,400

 
10,126,400

Common Stock Purchase Warrant (199,526 shares)
 
 
 
980,000

 
1,135,000

 
 
10,961,896

 
11,106,400

 
11,261,400

 
 
 
 
 
 
 
 
 
 
Inland Pipe Rehabilitation Holding Company LLC
(5%)*
Cleaning and Repair Services
 
Subordinated Note (13% Cash, 2.5% PIK, Due 12/16)
 
20,665,759

 
20,416,709

 
20,416,709

Membership Interest Purchase Warrant (3.0%)
 
 
 
853,500

 
2,307,000

 
 
20,665,759

 
21,270,209

 
22,723,709

 
 
 
 
 
 
 
 
 
 
Library Systems & Services, LLC (2%)*
Municipal Business Services
 
Subordinated Note (12.5% Cash, 4.5% PIK, Due 06/15)
 
5,429,814

 
5,331,408

 
5,331,408

Common Stock Warrants (112 shares)
 
 
 
58,995

 
1,001,000

 
 
5,429,814

 
5,390,403

 
6,332,408

 
 
 
 
 
 
 
 
 
 
Magpul Industries Corp. (4%)*
Firearm Accessories Manufacturer and Distributor
 
Subordinated Note (12% Cash, 3% PIK, Due 03/17)
 
13,300,000

 
13,070,443

 
13,070,443

Preferred Units (1,470 units)
 
 
 
1,470,000

 
1,694,000

Common Units (30,000 units)
 
 
 
30,000

 
3,100,000

 
 
13,300,000

 
14,570,443

 
17,864,443

 
 
 
 
 
 
 
 
 
 
Marine Acquisition Corp. (3%)*
Boat Steering System and Driver Control Provider
 
Subordinated Note (11.50% Cash, 2% PIK, Due 05/17)
 
12,000,000

 
11,730,000

 
11,730,000

 
 
 
12,000,000

 
11,730,000

 
11,730,000

 
 
 
 
 
 
 
 
 
 
Media Storm, LLC (2%)*
Marketing Services
 
Subordinated Note (12% Cash, 2% PIK, Due 10/17)
 
8,016,580

 
7,941,909

 
7,941,909

Membership Units (1,216,204 units)
 
 
 
1,120,533

 
1,181,001

 
 
8,016,580

 
9,062,442

 
9,122,910

 
 
 
 
 
 
 
 
 
 
Media Temple, Inc. (4%)*
Web Hosting Services
 
Subordinated Note (12% Cash, 3% PIK, Due 04/15)
 
8,800,000

 
8,686,475

 
8,686,475

Convertible Note (8% Cash, 6% PIK, Due 04/15)
 
3,200,000

 
2,865,998

 
5,485,000

Common Stock Purchase Warrant (28,000 shares)
 
 
 
536,000

 
2,400,000

 
 
12,000,000

 
12,088,473

 
16,571,475

 
 
 
 
 
 
 
 
 
 

8

Table of Contents

TRIANGLE CAPITAL CORPORATION
Unaudited Consolidated Schedule of Investments
September 30, 2012
Portfolio Company
Industry
 
Type of Investment(1)(2)
 
Principal
Amount
 
Cost
 
Fair
Value(3)
Minco Technology Labs, LLC (1%)*
Semiconductor Distribution
 
Subordinated Note (6.5% Cash, 3.5% PIK, Due 05/16)
 
$
5,407,351

 
$
5,318,464

 
$
3,938,000

Class A Units (5,000 units)
 
 
 
500,000

 

 
 
5,407,351

 
5,818,464

 
3,938,000

 
 
 
 
 
 
 
 
 
 
My Alarm Center, LLC (2%)*
Security Company
 
Subordinated Note (12% Cash, 2.5% PIK, Due 09/17)
 
8,033,880

 
7,956,670

 
7,956,670

 
Preferred Units (2,000,000 units)
 


 
2,000,000

 
2,000,000

 
 
 
8,033,880

 
9,956,670

 
9,956,670

 
 
 
 
 
 
 
 
 
 
National Investment Managers Inc. (3%)*
Retirement Plan Administrator
 
Subordinated Note (12% Cash, 5% PIK, Due 09/16)
 
12,154,073

 
11,933,723

 
11,933,723

Preferred A Units (90,000 units)
 
 
 
900,000

 
653,000

Common Units (10,000 units)
 
 
 
100,000

 

 
 
12,154,073

 
12,933,723

 
12,586,723

 
 
 
 
 
 
 
 
 
 
Novolyte Technologies, Inc. (0%)*
Specialty Manufacturing
 
Common Units (24,522 units)
 


 
43,905

 
178,801

 
 
 


 
43,905

 
178,801

 
 
 
 
 
 
 
 
 
 
Pomeroy IT Solutions (2%)*
Information Technology Outsourcing Services
 
Subordinated Notes (13% Cash, 2% PIK, Due 02/16)
 
10,336,967

 
10,144,990

 
10,144,990

 
 
10,336,967

 
10,144,990

 
10,144,990

 
 
 
 
 
 
 
 
 
 
PowerDirect Marketing, LLC (2%)*
Marketing Services
 
Subordinated Note (12% Cash, 2% PIK, Due 05/16)
 
7,721,438

 
7,097,237

 
7,097,237

Common Unit Purchase Warrants
 
 
 
590,200

 
1,241,000

 
 
7,721,438

 
7,687,437

 
8,338,237

 
 
 
 
 
 
 
 
 
 
ROM Acquisition Corporation (2%)*
Military and Industrial Vehicles Equipment Manufacturing
 
Subordinated Note (12% Cash, 3% PIK, Due 3/17)
 
8,631,886

 
8,553,307

 
8,553,307

 
 
8,631,886

 
8,553,307

 
8,553,307

 
 
 
 
 
 
 
 
 
 
Sheplers, Inc. (3%)*
Western Apparel Retailer
 
Subordinated Note (13.15% Cash, Due 12/16)
 
8,750,000

 
8,555,784

 
8,555,784

Subordinated Note (10% Cash, 7% PIK, Due 12/17)
 
3,958,152

 
3,892,182

 
3,892,182

 
 
 
12,708,152

 
12,447,966

 
12,447,966

 
 
 
 
 
 
 
 
 
 
SRC, Inc. (1%)*
Specialty Chemical Manufacturer
 
Subordinated Notes (12% Cash, 2% PIK, Due 09/14)
 
5,993,701

 
5,807,681

 
5,807,681

Common Stock Purchase Warrants
 
 
 
123,800

 

 
 
 
5,993,701

 
5,931,481

 
5,807,681

 
 
 
 
 
 
 
 
 
 
Stella Environmental Services, LLC (1%)*
Waste Transfer Stations
 
Subordinated Notes (12% Cash, 3% PIK, Due 2/17)
 
5,871,313

 
5,737,266

 
5,737,266

Common Stock Purchase Warrants
 
 
 
20,000

 
427,000

 
 
 
5,871,313

 
5,757,266

 
6,164,266

 
 
 
 
 
 
 
 
 
 
Syrgis Holdings, Inc. (0%)*
Specialty Chemical Manufacturer
 
Class C Units (2,114 units)
 
 
 
111,037

 
201,281

 
 
 
 
111,037

 
201,281

 
 
 
 
 
 
 
 
 
 
The Krystal Company (4%)*
Quick Serve Restaurants
 
Subordinated Note (12% Cash, 3% PIK, Due 6/17)
 
12,419,455

 
12,192,337

 
12,192,337

Class A Units of Limited Partnership (2,000 units)
 
 
 
2,000,000

 
2,853,000

 
 
 
12,419,455

 
14,192,337

 
15,045,337

 
 
 
 
 
 
 
 
 
 
TMR Automotive Service Supply, LLC (1%)*
Automotive Supplies
 
Subordinated Note (12% Cash, 1% PIK, Due 03/16)
 
4,750,000

 
4,526,014

 
4,526,014

Unit Purchase Warrant (329,518 units)
 
 
 
195,000

 
371,000

 
 
 
4,750,000

 
4,721,014

 
4,897,014

 
 
 
 
 
 
 
 
 
 
Tomich Brothers, LLC (2%)*
Squid and Wetfish Processor and Distributor
 
Subordinated Note (12% Cash, 3% PIK, Due 04/16)
 
7,092,064

 
6,966,164

 
6,966,164

Royalty Rights
 
 
 

 

 
 
7,092,064

 
6,966,164

 
6,966,164

 
 
 
 
 
 
 
 
 
 
Top Knobs USA, Inc. (3%)*
Hardware Designer and Distributor
 
Subordinated Note (12% Cash, 4.5% PIK, Due 05/17)
 
10,726,884

 
10,599,249

 
10,599,249

Common Stock (26,593 shares)
 
 
 
750,000

 
987,000

 
 
 
10,726,884

 
11,349,249

 
11,586,249

 
 
 
 
 
 
 
 
 
 
Trinity Consultants Holdings, Inc. (2%)*
Air Quality Consulting Services
 
Subordinated Note (12% Cash, 2.5% PIK, Due 11/17)
 
7,354,981

 
7,223,909

 
7,223,909

Series A Preferred Stock (10,000 units)
 
 
 
950,000

 
1,108,000

Common Stock (55,556 units)
 
 
 
50,000

 
377,000

 
 
 
7,354,981

 
8,223,909

 
8,708,909

 
 
 
 
 
 
 
 
 
 

9

Table of Contents

TRIANGLE CAPITAL CORPORATION
Unaudited Consolidated Schedule of Investments
September 30, 2012
 
Portfolio Company
Industry
 
Type of Investment(1)(2)
 
Principal
Amount
 
Cost
 
Fair
Value(3)
 
TrustHouse Services Group, Inc. (7%)*
Food Management Services
 
Subordinated Note (12% Cash, 2.25% PIK, Due 06/19)
 
$
25,189,322

 
$
24,898,388

 
$
24,898,388

 
Class A Units (1,557 units)
 
 
 
512,124

 
1,502,000

 
Class B Units (82 units)
 
 
 
26,954

 
61,000

 
Class E Units (838 units)
 
 
 
750,406

 
863,000

 
 
 
 
25,189,322

 
26,187,872

 
27,324,388

 
 
 
 
 
 
 
 
 
 
 
 
Tulsa Inspection Resources, Inc. (2%)*
Pipeline Inspection Services
 
Subordinated Note (14%-17.5% Cash, Due 03/14)
 
5,810,588

 
5,644,994

 
5,644,994

 
Common Units (2 units)
 
 
 
337,925

 
579,000

 
Common Stock Warrants (8 shares)
 
 
 
321,000

 
2,220,000

 
 
 
 
5,810,588

 
6,303,919

 
8,443,994

 
 
 
 
 
 
 
 
 
 
 
 
Twin-Star International, Inc. (1%)*
Consumer Home Furnishings Manufacturer
 
Subordinated Note (12% Cash, 1% PIK, Due 04/14)
 
4,500,000

 
4,487,507

 
4,487,507

 
Senior Note (4.5%, Due 04/13)
 
1,020,671

 
1,020,671

 
1,020,671

 
 
 
5,520,671

 
5,508,178

 
5,508,178

 
 
 
 
 
 
 
 
 
 
 
 
United Biologics, LLC (3%)*
Allergy Immunotherapy
 
Subordinated Note (12% Cash, 2% PIK, Due 03/17)
 
10,117,252

 
9,157,562

 
9,157,562

 
Class A Common Stock (177,935 shares)
 
 
 
1,999,989

 
2,777,000

 
Class A & Class B Unit Purchase Warrants
 
 
 
838,117

 
933,000

 
 
 
 
10,117,252

 
11,995,668

 
12,867,562

 
 
 
 
 
 
 
 
 
 
 
 
Wholesale Floors, Inc. (1%)*
Commercial Services
 
Subordinated Note (12.5% Cash, 3.5% PIK, Due 06/14)
 
3,787,038

 
3,724,767

 
3,724,767

 
Membership Interest Purchase Warrant (4.0%)
 
 
 
132,800

 

 
 
 
 
3,787,038

 
3,857,567

 
3,724,767

 
 
 
 
 
 
 
 
 
 
 
 
Workforce Software, LLC (2%)*
Software Provider
 
Subordinated Note (11% Cash, 3% PIK, Due 11/16)
 
7,000,000

 
6,175,220

 
6,175,220

 
Class B Preferred Units (1,020,000 units)
 
 
 
1,020,000

 
1,107,000

 
Common Unit Purchase Warrants (2,224,561 units)
 
 
 
782,300

 
1,870,000

 
 
 
 
7,000,000

 
7,977,520

 
9,152,220

 
 
 
 
 
 
 
 
 
 
 
 
WSO Holdings, LP (5%)*
Organic/Fair Trade Sugar, Syrup, Nectar and Honey Producer
 
Subordinated Note (12% Cash, 2% PIK,
Due 10/17)
 
20,198,267

 
19,918,210

 
19,918,210

 
 
Common Points (3,000 points)
 
 
 
3,000,000

 
3,000,000

 
 
 
20,198,267

 
22,918,210

 
22,918,210

 
 
 
 
 
 
 
 
 
 
 
 
Xchange Technology Group, LLC (1%)*
Used and Refurbished IT Asset Supplier
 
Subordinated (8% Cash, Due 06/15)
 
6,024,000

 
5,904,000

 
3,041,000

 
Royalty Rights
 
 
 

 

 
 
 
6,024,000

 
5,904,000

 
3,041,000

 
 
 
 
 
 
 
 
 
 
 
 
Yellowstone Landscape Group, Inc. (3%)*
Landscaping Services
 
Subordinated Note (12% Cash, 3% PIK, Due 04/14)
 
13,106,756

 
13,010,641

 
13,010,641

 
 
 
13,106,756

 
13,010,641

 
13,010,641

 
 
 
 
 
 
 
 
 
Subtotal Non–Control / Non–Affiliate Investments
 
460,608,480

 
485,599,055

 
498,027,652

 
 
 
 
 
 
 
 
 
 
 
 
Affiliate Investments:
 
 
 
 
 
 
 
 
 
 
All Aboard America! Holdings Inc. (2%)*
Motor Coach Operator
 
Subordinated Note (12% Cash, 3% PIK, Due (10/17)
 
8,565,333

 
8,401,261

 
8,401,261

 
 
Convertible Preferred Interest in LLC
 
 
 
1,500,000

 
1,500,000

 
 
 
 
8,565,333

 
9,901,261

 
9,901,261

 
 
 
 
 
 
 
 
 
 
 
 
American De-Rosa Lamparts, LLC and Hallmark Lighting (1%)*
Wholesale and Distribution
 
Subordinated Note (12% Cash, 6% PIK, Due 10/13)
 
6,339,068

 
5,544,163

 
5,544,163

 
Membership Units (6,516 units)
 
 
 
620,653

 

 
 
 
 
6,339,068

 
6,164,816

 
5,544,163

 
 
 
 
 
 
 
 
 
 
 
 
AP Services, Inc. (2%)*
Fluid Sealing Supplies and Services
 
Subordinated Note (12% Cash, 2% PIK, Due 09/15)
 
4,418,235

 
4,340,623

 
4,340,623

 
Class A Units (933 units)
 
 
 
933,333

 
1,913,000

 
Class B Units (496 units)
 
 
 

 
441,000

 
 
 
 
4,418,235

 
5,273,956

 
6,694,623

 
 
 
 
 
 
 
 
 
 
 

10

Table of Contents

TRIANGLE CAPITAL CORPORATION
Unaudited Consolidated Schedule of Investments
September 30, 2012
Portfolio Company
Industry
 
Type of Investment(1)(2)
 
Principal
Amount
 
Cost
 
Fair
Value(3)
Asset Point, LLC (2%)*
Asset Management Software Provider
 
Senior Note (12% Cash, 4% PIK, Due 03/13)
 
$
6,241,802

 
$
6,228,938

 
$
6,228,938

Senior Note (12% Cash, 2% PIK, Due 07/15)
 
627,037

 
627,037

 
569,000

Subordinated Note (7% Cash, Due 03/13)
 
941,798

 
941,798

 
888,000

Membership Units (1,000,000 units)
 
 
 
8,203

 
464,000

Options to Purchase Membership Units (342,407 units)
 
 
 
500,000

 
226,000

Membership Unit Warrants (356,506 units)
 
 
 

 

 
 
 
7,810,637

 
8,305,976

 
8,375,938

 
 
 
 
 
 
 
 
 
 
Axxiom Manufacturing, Inc. (0%)*
Industrial Equipment
Manufacturer
 
Common Stock (136,400 shares)
 
 
 
200,000

 
1,477,000

Common Stock Warrant (4,000 shares)
 
 
 

 
43,000

 
 
 
 
200,000

 
1,520,000

 
 
 
 
 
 
 
 
 
 
Captek Softgel International, Inc. (2%)*
Nutraceutical Manufacturer
 
Subordinated Note (12% Cash, 4% PIK, Due 08/16)
 
8,532,545

 
8,406,437

 
8,406,437

Class A Units (80,000 units)
 
 
 
800,000

 
633,000

 
 
 
8,532,545

 
9,206,437

 
9,039,437

 
 
 
 
 
 
 
 
 
 
CIS Secure Computing Inc. (2%)*
Secure
Communications and Computing Solutions Provider
 
Subordinated Note (12% Cash, 2% PIK, Due
06/17)
 
10,076,038

 
9,886,791

 
9,886,791

Common Stock (84 shares)
 
 
 
502,320

 
502,320

 
 
10,076,038

 
10,389,111

 
10,389,111

 
 
 
 
 
 
 
 
 
 
Dyson Corporation (1%)*
Custom Forging and Fastener Supplies
 
Class A Units (1,000,000 units)
 
 
 
1,000,000

 
3,819,000

 
 
 
 
 
1,000,000

 
3,819,000

 
 
 
 
 
 
 
 
 
 
Equisales, LLC (0%)*
Energy
Products and Services
 
Subordinated Note (6.5% Cash, 10% PIK, Due 07/12)
 
3,422,980

 
3,157,043

 
994,000

Class A Units (500,000 units)
 
 
 
480,900

 

 
 
 
3,422,980

 
3,637,943

 
994,000

 
 
 
 
 
 
 
 
 
 
Fischbein Partners, LLC (1%)*
Packaging and Materials Handling Equipment Manufacturer
 
Class A Units (1,750,000 units)
 
 
 
417,088

 
5,595,000

 
 
 


 
417,088

 
5,595,000

 
 
 
 
 
 
 
 
 
 
Main Street Gourmet, LLC (1%)*
Baked Goods Provider
 
Subordinated Notes (12% Cash, 4.5% PIK, Due 10/16)
 
4,278,764

 
4,215,710

 
4,215,710

Jr. Subordinated Notes (8% Cash, 2% PIK, Due 04/17)
 
1,030,491

 
1,014,639

 
756,000

Preferred Units (233 units)
 
 
 
211,867

 

Common B Units (3,000 units)
 
 
 
23,140

 

Common A Units (1,652 units)
 
 
 
14,993

 

 
 
 
5,309,255

 
5,480,349

 
4,971,710

 
 
 
 
 
 
 
 
 
 
PartsNow!, LLC (3%)*
Printer Parts Distributor
 
Subordinated Note (12% Cash, 3% PIK, Due 08/17)
 
11,028,417

 
10,816,089

 
10,816,089

 
Member Units (1,000,000 units)
 


 
1,000,000

 
1,000,000

 
Royalty Rights
 


 

 

 

 
11,028,417

 
11,816,089

 
11,816,089

 
 
 
 
 
 
 
 
 
 
Pine Street Holdings, LLC (0%)*
Oil and Gas Services
 
Preferred Units (200 units)
 
 
 
200,000

 
416,000

 
Common Unit Warrants (2,220 units)
 
 
 

 
115,000

 
 
 
 
 
200,000

 
531,000

 
 
 
 
 
 
 
 
 
 
Plantation Products, LLC (6%)*
Seed Manufacturing
 
Subordinated Notes (10.5% Cash, 7% PIK, Due 11/17)
 
18,966,813

 
18,759,449

 
18,759,449

Preferred Units (4,312 units)
 
 
 
4,312,000

 
4,312,000

Common Units (352,000 units)
 
 
 
88,000

 
88,000

 
 
 
18,966,813

 
23,159,449

 
23,159,449

 
 
 
 
 
 
 
 
 
 
QC Holdings, Inc. (0%)*
Lab Testing Services
 
Common Stock (5,594 shares)
 
 
 
563,602

 

 
 
 
 
 
563,602

 

 
 
 
 
 
 
 
 
 
 
Technology Crops International (1%)*
Supply Chain Management Services
 
Subordinated Note (12% Cash, 5% PIK, Due 03/15)
 
5,827,502

 
5,773,976

 
5,773,976

Common Units (50 units)
 
 
 
500,000

 
488,000

 
 
 
5,827,502

 
6,273,976

 
6,261,976

 
 
 
 
 
 
 
 
 
 
Venture Technology Groups, Inc. (1%)*
Fluid and Gas Handling Products Distributor
 
Subordinated Note (12.5% Cash, 4% PIK, Due 09/16)
 
5,612,631

 
5,464,702

 
2,680,000

Class A Units (1,000,000 units)
 
 
 
1,000,000

 

 
 
5,612,631

 
6,464,702

 
2,680,000

 
 
 
 
 
 
 
 
 
 

11

Table of Contents

TRIANGLE CAPITAL CORPORATION
Unaudited Consolidated Schedule of Investments
September 30, 2012
Portfolio Company
Industry
 
Type of Investment(1)(2)
 
Principal
Amount
 
Cost
 
Fair
Value(3)
Waste Recyclers Holdings, LLC (1%)*
Environmental and Facilities Services
 
Class A Preferred Units (280 units)
 
 
 
$
2,251,100

 
$

Class B Preferred Units (985,372 units)
 
 
 
3,304,218

 
3,140,000

Class C Preferred Units (1,444,475 units)
 
 
 
246,598

 
639,000

Common Unit Purchase Warrant (1,170,083 units)
 
 
 
748,900

 

Common Units (153,219 units)
 
 
 
180,783

 

 
 
 
 
 
6,731,599

 
3,779,000

 
 
 
 
 
 
 
 
 
 
Wythe Will Tzetzo, LLC (3%)*
Confectionary Goods Distributor
 
Subordinated Notes (13% Cash, Due 10/16)
 
10,357,475

 
9,943,878

 
9,943,878

Series A Preferred Units (74,764 units)
 
 
 
1,500,000

 
2,460,000

Common Unit Purchase Warrants (25,065 units)
 
 
 
301,510

 
590,000

 
 
 
10,357,475

 
11,745,388

 
12,993,878

 
 
 
 
 
 
 
 
 
 
Subtotal Affiliate Investments
 
 
 
106,266,929

 
126,931,742

 
128,065,635

 
 
 
 
 
 
 
 
 
 
Control Investments:
 
 
 
 
 
 
 
 
 
FCL Graphics, Inc. (“FCL”) and FCL Holding SPV, LLC (“SPV”) (1%)*
Commercial Printing Services
 
Senior Note—FCL (5.0% Cash, Due 9/16)
 
1,396,033

 
1,396,033

 
1,396,033

Senior Note—FCL (8.0% Cash, 2% PIK, Due 9/16)
 
1,165,427

 
1,164,419

 
993,000

Senior Note—SPV (2.5% Cash, 6% PIK, Due 9/16)
 
992,958

 
992,958

 
227,000

Members Interests—SPV (299,875 units)
 
 
 

 

 
 
 
3,554,418

 
3,553,410

 
2,616,033

 
 
 
 
 
 
 
 
 
 
Fire Sprinkler Systems, Inc. (0%)*
Specialty Trade Contractors
 
Subordinated Notes (2% PIK, Due 04/12)
 
3,546,891

 
2,992,528

 
277,000

Common Stock (2,978 shares)
 
 
 
294,624

 

 
 
3,546,891

 
3,287,152

 
277,000

 
 
 
 
 
 
 
 
 
 
Fischbein, LLC (0%)*
Packaging and Materials Handling Equipment Manufacturer
 
Class A-1 Common Units (501,984 units)
 
 
 
29,575

 
141,512

Class A Common Units (3,839,068 units)
 
 
 
226,182

 
927,121

 
 
 
 
255,757

 
1,068,633

 
 
 
 
 
 
 
 
 
 
Gerli & Company (0%)*
Specialty Woven Fabrics Manufacturer
 
Subordinated Note (13% Cash, Due 03/15)
 
258,099

 
250,000

 
250,000

Subordinated Note (8.5% Cash, Due 03/15)
 
3,409,704

 
3,000,000

 
1,005,000

Class A Preferred Shares (1,211 shares)
 
 
 
855,000

 

Class C Preferred Shares (744 shares)
 
 
 

 

Class E Preferred Shares (400 shares)
 
 
 
161,440

 

Common Stock (300 shares)
 
 
 
100,000

 

 
 
 
3,667,803

 
4,366,440

 
1,255,000

 
 
 
 
 
 
 
 
 
Subtotal Control Investments
 
 
 
10,769,112

 
11,462,759

 
5,216,666

 
 
 
 
 
 
 
 
 
Total Investments, September 30, 2012 (151%)*
 
 
 
$
577,644,521

 
$
623,993,556

 
$
631,309,953

*    Value as a percent of net assets
(1)
All debt investments are income producing. Common stock, preferred stock and all warrants are non–income producing.
(2)
Disclosures of interest rates on notes include cash interest rates and payment–in–kind (“PIK”) interest rates.
(3)
All investments are restricted as to resale and were valued at fair value as determined in good faith by the Board of Directors.

See accompanying notes.

12

Table of Contents

TRIANGLE CAPITAL CORPORATION
Consolidated Schedule of Investments
December 31, 2011
Portfolio Company
Industry
 
Type of Investment(1)(2)
 
Principal
Amount
 
Cost
 
Fair
Value(3)
Non–Control / Non–Affiliate Investments:
 
 
 
 
 
 
Ambient Air Corporation (“AA”) and Peaden-Hobbs Mechanical, LLC (“PHM”) (1%)*
Specialty Trade Contractors
 
Subordinated Note-AA (15% Cash, 3% PIK, Due 06/13)
 
$
4,127,773

 
$
4,103,291

 
$
4,103,291

 
Subordinated Note-PHM (12% Cash, Due 09/12)
 
12,857

 
12,857

 
12,857

 
Common Stock-PHM (128,571 shares)
 
 
 
128,571

 
128,571

 
Common Stock Warrants-AA (455 shares)
 
 
 
142,361

 
760,000

 
 
 
4,140,630

 
4,387,080

 
5,004,719

 
 
 
 
 
 
 
 
 
 
Ann’s House of Nuts, Inc. (3%)*
Trail Mixes and Nut Producers
 
Subordinated Note (12% Cash, 1% PIK, Due 11/17)
 
7,080,843

 
6,716,662

 
6,716,662

 
Preferred A Units (22,368 units)
 
 
 
2,124,957

 
2,407,000

 
Preferred B Units (10,380 units)
 
 
 
986,059

 
1,204,000

 
Common Units (190,935 units)
 
 
 
150,000

 

 
Common Stock Warrants (14,558 shares)
 
 
 
14,558

 

 
 
 
7,080,843

 
9,992,236

 
10,327,662

 
 
 
 
 
 
 
 
 
 
Aramsco, Inc. (1%)*
Environmental
Emergency Preparedness Products Distributor
 
Subordinated Note (12% Cash, 2% PIK, Due 03/14)
 
1,800,997

 
1,673,278

 
1,673,278

 
 
 
1,800,997

 
1,673,278

 
1,673,278

 
 
 
 
 
 
 
 
 
 
Assurance Operations Corporation (0%)*
Metal Fabrication
 
Common Stock (517 shares)
 
 
 
516,867

 
773,000

 
 
 
 
 
516,867

 
773,000

 
 
 
 
 
 
 
 
 
 
BioSan Laboratories, Inc. (2%)*
Nutritional
Supplement Manufacturing and Distribution
 
Subordinated Note (12% Cash, 3.8% PIK, Due 10/16)
 
5,276,296

 
5,179,676

 
5,179,676

 
 
 
5,276,296

 
5,179,676

 
5,179,676

 
 
 
 
 
 
 
 
 
 
Botanical Laboratories, Inc. (3%)*
Nutritional
Supplement Manufacturing and Distribution
 
Senior Notes (14% Cash, 1% PIK, Due 02/15)
 
10,114,528

 
9,580,196

 
9,122,000

 
Common Unit Warrants (998,680 units)
 
 
 
474,600

 

 
 
 
10,114,528

 
10,054,796

 
9,122,000

 
 
 
 
 
 
 
 
 
 
Capital Contractors, Inc. (3%)*
Janitorial and Facilities Maintenance Services
 
Subordinated Notes (12% Cash, 2% PIK, Due 12/15)
 
9,185,225

 
8,617,853

 
8,617,853

 
Common Stock Warrants (20 shares)
 
 
 
492,000

 
398,000

 
 
 
9,185,225

 
9,109,853

 
9,015,853

 
 
 
 
 
 
 
 
 
 
Carolina Beverage Group, LLC (4%)*
Beverage Manufacturing and Packaging
 
Subordinated Note (12% Cash, 4% PIK, Due 02/16)
 
13,260,895

 
13,055,973

 
13,055,973

 
Class A Units (11,974 units)
 
 
 
1,077,615

 
1,120,000

 
Class B Units (11,974 units)
 
 
 
119,735

 

 
 
 
13,260,895

 
14,253,323

 
14,175,973

 
 
 
 
 
 
 
 
 
 
CRS Reprocessing, LLC (8%)*
Fluid Reprocessing Services
 
Subordinated Note (12% Cash, 2% PIK, Due 11/15)
 
11,357,260

 
11,022,004

 
11,022,004

 
Subordinated Note (10% Cash, 4% PIK, Due 11/15)
 
11,016,583

 
10,020,937

 
10,020,937

 
Series C Preferred Units (26 units)
 
 
 
288,342

 
476,000

 
Common Unit Warrant (550 units)
 
 
 
1,253,556

 
4,040,000

 
 
 
22,373,843

 
22,584,839

 
25,558,941

 
 
 
 
 
 
 
 
 
 
CV Holdings, LLC (5%)*
Specialty Healthcare Products Manufacturer
 
Subordinated Note (12% Cash, 4% PIK, Due 09/13)
 
9,279,054

 
8,845,875

 
8,845,875

 
Subordinated Note (12% Cash, Due 09/13)
 
6,000,000

 
5,912,355

 
5,912,355

 
Royalty Rights
 
 
 
874,400

 
920,000

 
 
 
15,279,054

 
15,632,630

 
15,678,230

 
 
 
 
 
 
 
 
 
 
DLR Restaurants, LLC (3%)*
Restaurant
 
Subordinated Note (12% Cash, 3% PIK, Due 03/16)
 
10,660,442

 
10,448,050

 
10,448,050

 
Subordinated Note (12% Cash, 4% PIK, Due 03/16)
 
752,083

 
752,083

 
752,083

 
Royalty Rights
 
 
 

 

 
 
 
11,412,525

 
11,200,133

 
11,200,133

 
 
 
 
 
 
 
 
 
 
Electronic Systems Protection, Inc. (2%)*
Power Protection Systems Manufacturing
 
Subordinated Note (12% Cash, 2% PIK, Due 12/15)
 
4,162,798

 
4,128,357

 
4,128,357

 
Senior Note (8.3% Cash, Due 01/14)
 
681,475

 
681,475

 
681,475

 
Common Stock (570 shares)
 
 
 
285,000

 
367,000

 
 
 
4,844,273

 
5,094,832

 
5,176,832

 
 
 
 
 
 
 
 
 
 
Frozen Specialties, Inc. (3%)*
Frozen Foods Manufacturer
 
Subordinated Note (13% Cash, 5% PIK, Due 07/14)
 
8,478,731

 
8,391,839

 
8,391,839

 
 
 
8,478,731

 
8,391,839

 
8,391,839

 
 
 
 
 
 
 
 
 
 

13

Table of Contents

TRIANGLE CAPITAL CORPORATION
Consolidated Schedule of Investments
December 31, 2011
Portfolio Company
Industry
 
Type of Investment(1)(2)
 
Principal
Amount
 
Cost
 
Fair
Value(3)
Garden Fresh Restaurant Corp. (0%)*
Restaurant
 
Membership Units (5,000 units)
 
 
 
$
500,000

 
$
820,000

 
 
 
 
 
500,000

 
820,000

 
 
 
 
 
 
 
 
 
 
Grindmaster-Cecilware Corp. (2%)*
Food Services Equipment Manufacturer
 
Subordinated Note (12% Cash, 4.5% PIK, Due 04/16)
 
$
6,274,350

 
6,198,309

 
5,104,000

 
 
 
6,274,350

 
6,198,309

 
5,104,000

 
 
 
 
 
 
 
 
 
 
Hatch Chile Co., LLC (2%)*
Food Products Distributor
 
Senior Note (19% Cash, Due 07/15)
 
4,500,000

 
4,411,111

 
4,411,111

Subordinated Note (14% Cash, Due 07/15)
 
1,000,000

 
865,687

 
865,687

Unit Purchase Warrant (5,265 units)
 
 
 
149,800

 
216,000

 
 
5,500,000

 
5,426,598

 
5,492,798

 
 
 
 
 
 
 
 
 
 
Home Physicians, LLC (“HP”) and Home Physicians Holdings, LP (“HPH”) (3%)*
In-home Primary Care Physician Services
 
Subordinated Note-HP (12% Cash, 5% PIK, Due 03/16)
 
10,654,096

 
10,454,979

 
8,868,000

Subordinated Note-HPH (4% Cash, 6% PIK, Due 03/16)
 
1,283,791

 
1,283,791

 

Royalty Rights
 
 
 

 

 
 
11,937,887

 
11,738,770

 
8,868,000

 
 
 
 
 
 
 
 
 
 
Infrastructure Corporation of America, Inc. (3%)*
Roadway Maintenance, Repair and Engineering Services
 
Subordinated Note (12% Cash, 1% PIK, Due 10/15)
 
10,878,815

 
9,876,796

 
9,876,796

Common Stock Purchase Warrant (199,526 shares)
 
 
 
980,000

 
1,348,000

 
 
10,878,815

 
10,856,796

 
11,224,796

 
 
 
 
 
 
 
 
 
 
Inland Pipe Rehabilitation Holding Company LLC
(7%)*
Cleaning and Repair Services
 
Subordinated Note (13% Cash, 2.5% PIK, Due 12/16)
 
20,277,473

 
19,996,881

 
19,996,881

Membership Interest Purchase Warrant (3.0%)
 
 
 
853,500

 
2,112,000

 
 
20,277,473

 
20,850,381

 
22,108,881

 
 
 
 
 
 
 
 
 
 
Library Systems & Services, LLC (2%)*
Municipal Business Services
 
Subordinated Note (12.5% Cash, 4.5% PIK, Due 06/15)
 
5,250,001

 
5,130,053

 
5,130,053

Common Stock Warrants (112 shares)
 
 
 
58,995

 
723,000

 
 
5,250,001

 
5,189,048

 
5,853,053

 
 
 
 
 
 
 
 
 
 
Magpul Industries Corp. (4%)*
Firearm Accessories Manufacturer and Distributor
 
Subordinated Note (12% Cash, 3% PIK, Due 03/17)
 
13,300,000

 
13,042,711

 
13,042,711

Preferred Units (1,470 units)
 
 
 
1,470,000

 
1,470,000

Common Units (30,000 units)
 
 
 
30,000

 
30,000

 
 
13,300,000

 
14,542,711

 
14,542,711

 
 
 
 
 
 
 
 
 
 
McKenzie Sports Products, LLC (2%)*
Taxidermy Manufacturer
 
Subordinated Note (13% Cash, 1% PIK, Due 10/17)
 
6,071,841

 
5,966,205

 
5,966,205

 
 
6,071,841

 
5,966,205

 
5,966,205

Media Storm, LLC (3%)*
Marketing Services
 
Subordinated Note (12% Cash, 2% PIK, Due 10/17)
 
8,532,111

 
8,449,580

 
8,449,580

Membership Units (1,216,204 units)
 
 
 
1,216,204

 
1,216,204

 
 
8,532,111

 
9,665,784

 
9,665,784

 
 
 
 
 
 
 
 
 
 
Media Temple, Inc. (5%)*
Web Hosting Services
 
Subordinated Note (12% Cash, 5.5% PIK, Due 04/15)
 
8,800,000

 
8,658,463

 
8,658,463

Convertible Note (8% Cash, 6% PIK, Due 04/15)
 
3,200,000

 
2,778,030

 
4,687,000

Common Stock Purchase Warrant (28,000 shares)
 
 
 
536,000

 
2,051,000

 
 
12,000,000

 
11,972,493

 
15,396,463

 
 
 
 
 
 
 
 
 
 
Minco Technology Labs, LLC (2%)*
Semiconductor Distribution
 
Subordinated Note (13% Cash, 3.25% PIK, Due 05/16)
 
5,272,430

 
5,170,334

 
5,170,334

Class A Units (5,000 units)
 
 
 
500,000

 
31,000

 
 
5,272,430

 
5,670,334

 
5,201,334

 
 
 
 
 
 
 
 
 
 
National Investment Managers Inc. (4%)*
Retirement Plan Administrator
 
Subordinated Note (11% Cash, 5% PIK, Due 09/16)
 
11,703,034

 
11,450,996

 
11,450,996

Preferred A Units (90,000 units)
 
 
 
900,000

 
479,000

Common Units (10,000 units)
 
 
 
100,000

 

 
 
11,703,034

 
12,450,996

 
11,929,996

 
 
 
 
 
 
 
 
 
 
Novolyte Technologies, Inc. (4%)*
Specialty Manufacturing
 
Subordinated Note (12% Cash, 4% PIK, Due 07/16)
 
7,264,182

 
7,143,362

 
7,143,362

Subordinated Note (12% Cash, 4% PIK, Due 07/16)
 
2,334,916

 
2,296,081

 
2,296,081

Preferred Units (641 units)
 
 
 
661,227

 
888,000

Common Units (24,522 units)
 
 
 
165,306

 
1,744,000

 
 
9,599,098

 
10,265,976

 
12,071,443

 
 
 
 
 
 
 
 
 
 
Pomeroy IT Solutions (3%)*
Information
Technology Outsourcing Services
 
Subordinated Notes (13% Cash, 2% PIK, Due
02/16)
 
10,181,198

 
9,955,154

 
9,955,154

 
 
 
10,181,198

 
9,955,154

 
9,955,154

 
 
 
 
 
 
 
 
 
 

14

Table of Contents

TRIANGLE CAPITAL CORPORATION
Consolidated Schedule of Investments
December 31, 2011
Portfolio Company
Industry
 
Type of Investment(1)(2)
 
Principal
Amount
 
Cost
 
Fair
Value(3)
PowerDirect Marketing, LLC (2%)*
Marketing Services
 
Subordinated Note (12% Cash, 2% PIK, Due 05/16)
 
$
8,100,993

 
$
7,580,433

 
$
7,580,433

Common Unit Purchase Warrants
 
 
 
402,000

 
548,000

 
 
8,100,993

 
7,982,433

 
8,128,433

 
 
 
 
 
 
 
 
 
 
Renew Life Formulas, Inc. (4%)*
Nutritional
Supplement Manufacturing and Distribution
 
Subordinated Notes (12% Cash, 3% PIK, Due 03/15)
 
13,401,006

 
13,155,235

 
13,155,235

 
 
 
13,401,006

 
13,155,235

 
13,155,235

 
 
 
 
 
 
 
 
 
 
Sheplers, Inc. (4%)*
Western Apparel Retailer
 
Subordinated Note (13.15% Cash, Due 12/16)
 
8,750,000

 
8,531,250

 
8,531,250

 
Subordinated Note (10% Cash, 7% PIK, Due 12/17)
 
3,758,021

 
3,683,021

 
3,683,021

 
 
 
12,508,021

 
12,214,271

 
12,214,271

 
 
 
 
 
 
 
 
 
 
SRC, Inc. (3%)*
Specialty Chemical Manufacturer
 
Subordinated Notes (12% Cash, 2% PIK, Due 09/14)
 
8,879,665

 
8,640,013

 
8,640,013

 
Common Stock Purchase Warrants
 
 
 
123,800

 

 
 
 
8,879,665

 
8,763,813

 
8,640,013

 
 
 
 
 
 
 
 
 
 
Syrgis Holdings, Inc. (1%)*
Specialty Chemical Manufacturer
 
Senior Notes (7.75%-10.75% Cash, Due 08/12-02/14)
 
2,444,766

 
2,437,942

 
2,437,942

 
Class C Units (2,114 units)
 
 
 
1,000,000

 
1,597,000

 
 
 
2,444,766

 
3,437,942

 
4,034,942

 
 
 
 
 
 
 
 
 
 
TBG Anesthesia Management, LLC (3%)*
Physician Management Services
 
Senior Note (13.5% Cash, Due 11/14)
 
10,750,000

 
10,445,062

 
10,445,062

 
Warrant (263 shares)
 
 
 
276,100

 
239,000

 
 
 
10,750,000

 
10,721,162

 
10,684,062

 
 
 
 
 
 
 
 
 
 
TMR Automotive Service Supply, LLC (2%)*
Automotive Supplies
 
Subordinated Note (12% Cash, 1% PIK, Due 03/16)
 
5,000,000

 
4,738,933

 
4,738,933

 
Unit Purchase Warrant (329,518 units)
 
 
 
195,000

 
284,000

 
 
 
5,000,000

 
4,933,933

 
5,022,933

 
 
 
 
 
 
 
 
 
 
Top Knobs USA, Inc. (3%)*
Hardware Designer and Distributor
 
Subordinated Note (12% Cash, 4.5% PIK, Due 05/17)
 
10,369,002

 
10,209,875

 
10,209,875

 
Common Stock (26,593 shares)
 
 
 
750,000

 
733,000

 
 
 
10,369,002

 
10,959,875

 
10,942,875

 
 
 
 
 
 
 
 
 
 
Trinity Consultants Holdings, Inc. (2%)*
Air Quality Consulting Services
 
Subordinated Note (12% Cash, 2.5% PIK, Due 11/17)
 
7,216,500

 
7,072,500

 
7,072,500

 
Series A Preferred Stock (10,000 units)
 
 
 
950,000

 
950,000

 
Common Stock (55,556 units)
 
 
 
50,000

 
50,000

 
 
 
7,216,500

 
8,072,500

 
8,072,500

 
 
 
 
 
 
 
 
 
 
TrustHouse Services Group, Inc. (4%)*
Food Management Services
 
Subordinated Note (12% Cash, 2% PIK, Due 07/18)
 
13,362,115

 
13,136,232

 
13,136,232

 
Class A Units (1,557 units)
 
 
 
512,124

 
799,000

 
Class B Units (82 units)
 
 
 
26,954

 
28,000

 
 
 
13,362,115

 
13,675,310

 
13,963,232

 
 
 
 
 
 
 
 
 
 
Tulsa Inspection Resources, Inc. (2%)*
Pipeline Inspection Services
 
Subordinated Note (14%-17.5% Cash, Due 03/14)
 
5,810,588

 
5,574,292

 
5,574,292

 
Common Unit (1 unit)
 
 
 
200,000

 
117,000

 
Common Stock Warrants (8 shares)
 
 
 
321,000

 
627,000

 
 
 
5,810,588

 
6,095,292

 
6,318,292

 
 
 
 
 
 
 
 
 
 
Twin-Star International, Inc. (2%)*
Consumer Home Furnishings Manufacturer
 
Subordinated Note (12% Cash, 1% PIK, Due 04/14)
 
4,500,000

 
4,476,065

 
4,476,065

 
Senior Note (4.4%, Due 04/13)
 
1,052,240

 
1,052,240

 
1,052,240

 
 
 
5,552,240

 
5,528,305

 
5,528,305

 
 
 
 
 
 
 
 
 
 
Wholesale Floors, Inc. (1%)*
Commercial Services
 
Subordinated Note (12.5% Cash, 3.5% PIK, Due 06/14)
 
3,858,183

 
3,773,066

 
3,773,066

 
Membership Interest Purchase Warrant (4.0%)
 
 
 
132,800

 

 
 
 
3,858,183

 
3,905,866

 
3,773,066

 
 
 
 
 
 
 
 
 
 
Workforce Software, LLC (2%)*
Software Provider
 
Subordinated Note (11% Cash, 3% PIK, Due 11/16)
 
7,000,000

 
6,065,200

 
6,065,200

 
Class B Preferred Units (1,020,000 units)
 
 
 
1,020,000

 
1,020,000

 
Common Unit Purchase Warrants (2,224,561 units)
 
 
 
782,300

 
782,300

 
 
 
7,000,000

 
7,867,500

 
7,867,500

 
 
 
 
 
 
 
 
 
 

15

Table of Contents

TRIANGLE CAPITAL CORPORATION
Consolidated Schedule of Investments
December 31, 2011
Portfolio Company
Industry
 
Type of Investment(1)(2)
 
Principal
Amount
 
Cost
 
Fair
Value(3)
Yellowstone Landscape Group, Inc. (4%)*
Landscaping Services
 
Subordinated Note (12% Cash, 3% PIK, Due 04/14)
 
$
12,816,222

 
$
12,678,077

 
$
12,678,077

 
 
 
12,816,222

 
12,678,077

 
12,678,077

 
 
 
 
 
 
 
 
 
Subtotal Non–Control / Non–Affiliate Investments
 
 
 
377,095,379

 
389,312,451

 
396,502,490

 
 
 
 
 
 
 
 
 
 
Affiliate Investments:
 
 
 
 
 
 
 
 
 
American De-Rosa Lamparts, LLC and Hallmark Lighting (2%)*
Wholesale and Distribution
 
Subordinated Note (10% PIK, Due 10/13)
 
6,056,794

 
5,213,450

 
5,213,450

Membership Units (6,516 units)
 
 
 
350,000

 

 
 
6,056,794

 
5,563,450

 
5,213,450

 
 
 
 
 
 
 
 
 
 
AP Services, Inc. (2%)*
Fluid Sealing Supplies and Services
 
Subordinated Note (12% Cash, 2% PIK, Due 09/15)
 
4,351,545

 
4,258,465

 
4,258,465

Class A Units (933 units)
 
 
 
933,333

 
1,181,000

Class B Units (496 units)
 
 
 

 
80,000

 
 
4,351,545

 
5,191,798

 
5,519,465

 
 
 
 
 
 
 
 
 
 
Asset Point, LLC (2%)*
Asset Management Software Provider
 
Senior Note (12% Cash, 5% PIK, Due 03/13)
 
6,054,948

 
6,024,163

 
6,024,163

Senior Note (12% Cash, 2% PIK, Due 07/15)
 
617,572

 
617,572

 
518,000

Subordinated Note (7% Cash, Due 03/13)
 
941,798

 
941,798

 
786,000

Membership Units (1,000,000 units)
 
 
 
8,203

 
346,000

Options to Purchase Membership Units (342,407 units)
 
 
 
500,000

 
149,000

Membership Unit Warrants (356,506 units)
 
 
 

 
2,000

 
 
7,614,318

 
8,091,736

 
7,825,163

 
 
 
 
 
 
 
 
 
 
Axxiom Manufacturing, Inc. (0%)*
Industrial Equipment Manufacturer
 
Common Stock (136,400 shares)
 
 
 
200,000

 
1,140,000

Common Stock Warrant (4,000 shares)
 
 
 

 
33,000

 
 
 
 
200,000

 
1,173,000

 
 
 
 
 
 
 
 
 
 
Brantley Transportation, LLC (“Brantley Transportation”) and Pine Street Holdings, LLC (“Pine Street”) (4)
(2%)*
Oil and Gas Services
 
Subordinated Note—Brantley Transportation (14% Cash, 5% PIK, Due 12/12)
 
3,947,627

 
3,915,231

 
3,915,231

Common Unit Warrants—Brantley Transportation (4,560 common units)
 
 
 
33,600

 
401,000

Preferred Units—Pine Street (200 units)
 
 
 
200,000

 
757,000

Common Unit Warrants—Pine Street (2,220 units)
 
 
 

 
99,000

 
 
3,947,627

 
4,148,831

 
5,172,231

 
 
 
 
 
 
 
 
 
 
Captek Softgel International, Inc. (3%)*
Nutraceutical Manufacturer
 
Subordinated Note (12% Cash, 4% PIK, Due 08/16)
 
8,277,116

 
8,133,312

 
8,133,312

Class A Units (80,000 units)
 
 
 
800,000

 
1,292,000

 
 
8,277,116

 
8,933,312

 
9,425,312

 
 
 
 
 
 
 
 
 
 
Dyson Corporation (1%)*
Custom Forging and Fastener Supplies
 
Class A Units (1,000,000 units)
 
 
 
1,000,000

 
3,836,000

 
 
 
 
1,000,000

 
3,836,000

 
 
 
 
 
 
 
 
 
 
Equisales, LLC (1%)*
Energy Products and Services
 
Subordinated Note (13% Cash, 4% PIK, Due 04/12)
 
3,125,336

 
3,116,853

 
3,045,000

Class A Units (500,000 units)
 
 
 
480,900

 
535,000

 
 
3,125,336

 
3,597,753

 
3,580,000

 
 
 
 
 
 
 
 
 
 
Fischbein Partners, LLC (3%)*
Packaging and Materials Handling Equipment Manufacturer
 
Subordinated Note (12% Cash, 2% PIK, Due 10/16)
 
6,756,525

 
6,636,697

 
6,636,697

Class A Units (1,750,000 units)
 
 
 
 
417,088

 
3,344,000

 
 
6,756,525

 
7,053,785

 
9,980,697

 
 
 
 
 
 
 
 
 
 
Main Street Gourmet, LLC (1%)*
Baked Goods Provider
 
Subordinated Notes (12% Cash, 4.5% PIK, Due 10/16)
 
4,135,501

 
4,063,598

 
4,063,598

Jr. Subordinated Notes (8% Cash, 2% PIK, Due 04/17)
 
1,014,963

 
996,975

 
716,000

Preferred Units (233 units)
 
 
 
211,867

 

Common B Units (3,000 units)
 
 
 
23,140

 

Common A Units (1,652 units)
 
 
 
14,993

 

 
 
5,150,464

 
5,310,573

 
4,779,598

 
 
 
 
 
 
 
 
 
 
Plantation Products, LLC (5%)*
Seed Manufacturing
 
Subordinated Notes (13% Cash, 4.5% PIK, Due 06/16)
 
15,203,916

 
14,889,867

 
14,889,867

Preferred Units (1,127 units)
 
 
 
1,127,000

 
1,221,000

Common Units (92,000 units)
 
 
 
23,000

 
142,000

 
 
15,203,916

 
16,039,867

 
16,252,867

 
 
 
 
 
 
 
 
 
 

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TRIANGLE CAPITAL CORPORATION
Consolidated Schedule of Investments
December 31, 2011
Portfolio Company
Industry
 
Type of Investment(1)(2)
 
Principal
Amount
 
Cost
 
Fair
Value(3)
QC Holdings, Inc. (0%)*
Lab Testing Services
 
Common Stock (5,594 shares)
 
 
 
$
563,602

 
$
393,000

 
 
 
 
563,602

 
393,000

 
 
 
 
 
 
 
 
 
 
Technology Crops International (2%)*
Supply Chain Management Services
 
Subordinated Note (12% Cash, 5% PIK, Due 03/15)
 
$
5,610,350

 
5,543,617

 
5,543,617

Common Units (50 units)
 
 
 
500,000

 
589,000

 
 
5,610,350

 
6,043,617

 
6,132,617

 
 
 
 
 
 
 
 
 
 
Venture Technology Groups, Inc. (2%)*
Fluid and Gas
Handling Products Distributor
 
Subordinated Note (12.5% Cash, 4% PIK, Due 09/16)
 
5,444,612

 
5,341,062

 
5,341,062

Class A Units (1,000,000 units)
 
 
 
1,000,000

 
530,000

 
 
 
5,444,612

 
6,341,062

 
5,871,062

 
 
 
 
 
 
 
 
 
 
Waste Recyclers Holdings, LLC (2%)*
Environmental and Facilities Services
 
Class A Preferred Units (280 units)
 
 
 
2,251,100

 

Class B Preferred Units (985,372 units)
 
 
 
3,304,218

 
4,310,000

Class C Preferred Units (1,444,475 units)
 
 
 
1,499,531

 
1,752,000

Common Unit Purchase Warrant (1,170,083 units)
 
 
 
748,900

 

Common Units (153,219 units)
 
 
 
180,783

 

 
 
 
 
 
7,984,532

 
6,062,000

 
 
 
 
 
 
 
 
 
 
Wythe Will Tzetzo, LLC (4%)*
Confectionary Goods Distributor
 
Subordinated Notes (13% Cash, Due 10/16)
 
10,357,475

 
9,885,836

 
9,885,836

Series A Preferred Units (74,764 units)
 
 
 
1,500,000

 
1,784,000

Common Unit Purchase Warrants (25,065 units)
 
 
 
301,510

 
380,000

 
 
 
10,357,475

 
11,687,346

 
12,049,836

 
 
 
 
 
 
 
 
 
 
Subtotal Affiliate Investments
 
 
 
 
81,896,078

 
97,751,264

 
103,266,298

 
 
 
 
 
 
 
 
 
 
Control Investments:
 
 
 
 
 
 
 
 
 
FCL Graphics, Inc. (“FCL”) and FCL Holding SPV, LLC (“SPV”) (1%)*
Commercial Printing Services
 
Senior Note—FCL (5.0% Cash, Due 9/16)
 
1,485,821

 
1,478,538

 
1,478,538

Senior Note—FCL (8.0% Cash, 2% PIK, Due 9/16)
 
1,147,836

 
1,145,436

 
955,000

Senior Note—SPV (2.5% Cash, 6% PIK, Due 9/16)
 
950,328

 
950,328

 
343,000

Members Interests—SPV (299,875 units)
 
 
 

 

 
 
3,583,985

 
3,574,302

 
2,776,538

 
 
 
 
 
 
 
 
 
 
Fire Sprinkler Systems, Inc. (0%)*
Specialty Trade Contractors
 
Subordinated Notes (2% PIK, Due 04/12)
 
3,281,284

 
2,780,028

 
443,000

Common Stock (2,978 shares)
 
 
 
294,624

 

 
 
 
3,281,284

 
3,074,652

 
443,000

 
 
 
 
 
 
 
 
 
 
Fischbein, LLC (1%)*
Packaging and Materials Handling Equipment Manufacturer
 
Class A-1 Common Units (501,984 units)
 
 
 
59,315

 
283,816

Class A Common Units (3,839,068 units)
    
 
 
 
453,630

 
1,859,433

 
 
 
 
512,945

 
2,143,249

 
 
 
 
 
 
 
 
 
 
Gerli & Company (1%)*
Specialty Woven Fabrics Manufacturer
 
Subordinated Note (8.5% Cash, Due 03/15)
 
3,198,299

 
3,000,000

 
1,947,000

Class A Preferred Shares (1,211 shares)
 
 
 
855,000

 

Class C Preferred Shares (744 shares)
 
 
 

 

Class E Preferred Shares (400 shares)
 
 
 
161,440

 

Common Stock (300 shares)
 
 
 
100,000

 

 
 
3,198,299

 
4,116,440

 
1,947,000

 
 
 
 
 
 
 
 
 
 
Subtotal Control Investments
 
 
 
 
10,063,568

 
11,278,339

 
7,309,787

 
 
 
 
 
 
 
 
 
 
Total Investments, December 31, 2011(152%)*
 
 
 
 
$
469,055,025

 
$
498,342,054

 
$
507,078,575

*    Value as a percent of net assets
(1)
All debt investments are income producing. Common stock, preferred stock and all warrants are non–income producing.
(2)
Disclosures of interest rates on subordinated notes include cash interest rates and payment–in–kind (“PIK”) interest rates.
(3)
All investments are restricted as to resale and were valued at fair value as determined in good faith by the Board of Directors.
(4)
Pine Street Holdings, LLC is the majority owner of Brantley Transportation, LLC and its sole business purpose is its ownership of Brantley Transportation, LLC.

See accompanying notes.

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TRIANGLE CAPITAL CORPORATION
Notes to Unaudited Consolidated Financial Statements

1. ORGANIZATION, BASIS OF PRESENTATION AND BUSINESS
Organization
Triangle Capital Corporation and its wholly owned subsidiaries, including Triangle Mezzanine Fund LLLP ( “Triangle SBIC”) and Triangle Mezzanine Fund II LP (“Triangle SBIC II”) (collectively, the “Company”), operate as a Business Development Company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). Triangle SBIC and Triangle SBIC II are specialty finance limited partnerships formed to make investments primarily in middle market companies located throughout the United States. On September 11, 2003, Triangle SBIC 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, Triangle SBIC II obtained its license to operate as an SBIC. As SBICs, both Triangle SBIC and Triangle SBIC 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 Triangle SBIC and Triangle SBIC II. Neither Triangle SBIC nor Triangle SBIC 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. Additionally, the unaudited financial statements and notes should be read in conjunction with the audited financial statements and notes thereto for the period ended December 31, 2011. 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.
Recently Issued Accounting Standards
In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurements (Topic 820), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, or ASU 2011-04. ASU 2011-04 clarifies the application of existing fair value measurement and disclosure requirements, changes the application of some requirements for measuring fair value and requires additional disclosure for fair value measurements categorized in Level 3 of the fair value hierarchy. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011. The Company adopted this standard on January 1, 2012. The adoption of ASU 2011-04 did not have a material impact on the Company’s process for measuring fair values or on its financial statements, other than the inclusion of additional required disclosures.
Reclassifications
Certain reclassifications have been made in the consolidated financial statements for the three and nine months ended September 30, 2012 in order to conform to current presentation. The Company had historically included losses realized on the extinguishment of debt in “Amortization of deferred financing fees” in the Consolidated Statements of Operations. Effective January 1, 2012, the Company records losses on the extinguishment of debt as a separate line item in the Consolidated Statements of Operations. See Note 4 to the Consolidated Financial Statements for further discussion of deferred financing fees.


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2. INVESTMENTS
The Company primarily invests in subordinated debt (or 2nd lien notes) of privately held companies. These subordinated debt investments generally are secured by a second priority security interest in the assets of the borrower. In addition, the Company generally invests in an equity instrument of the borrower, such as warrants to purchase common stock in the portfolio company or direct preferred or common equity interests. The Company also invests in senior debt (or 1stlien notes) on a more limited basis.
The cost basis of our debt investments include any unamortized original issue discount, unamortized loan origination fees and payment–in–kind (“PIK”) interest, if any. 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:
 
Cost
 
Percentage  of
Total
Portfolio
 
Fair Value
 
Percentage of
Total Portfolio
September 30, 2012
 
 
 
 
 
 
 
Subordinated debt and 2nd lien notes
$
498,025,396

 
80
%
 
$
479,332,414

 
76
%
Senior debt and 1st lien notes
63,103,253

 
10

 
62,931,834

 
10

Equity shares
53,073,810

 
8

 
68,298,705

 
11

Equity warrants
9,791,097

 
2

 
20,638,000

 
3

Royalty rights

 

 
109,000

 

 
$
623,993,556

 
100
%
 
$
631,309,953

 
100
%
December 31, 2011
 
 
 
 
 
 
 
Subordinated debt and 2nd lien notes
$
393,830,719

 
79
%
 
$
387,169,056

 
76
%
Senior debt and 1st lien notes
60,622,827

 
12

 
59,974,195

 
12

Equity shares
34,741,728

 
7

 
43,972,024

 
9

Equity warrants
8,272,380

 
2

 
15,043,300

 
3

Royalty rights
874,400

 

 
920,000

 

 
$
498,342,054

 
100
%
 
$
507,078,575

 
100
%

During the three months ended September 30, 2012, the Company made eight new investments totaling approximately $71.9 million. During the nine months ended September 30, 2012, the Company made nineteen new investments totaling approximately $225.3 million and investments in six existing portfolio companies totaling approximately $3.2 million.
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.
Investment Valuation Process
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 the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”). Under ASC Topic 820, a financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. The three levels of valuation inputs established by ASC Topic 820 are as follows:
Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Inputs – 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 – include inputs that are unobservable and significant to the fair value measurement.
The Company’s investment portfolio is comprised of debt and equity instruments of privately held companies for which quoted prices or other inputs falling within the categories of Level 1 and Level 2 are not available. Therefore, the Company determines the fair value of its investments in good faith using level 3 inputs, pursuant to a valuation policy and process that is established by the management of the Company with the assistance of certain third-party advisors and subsequently approved by the Company’s Board of Directors. There is no single standard for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of the Company’s investments may

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differ significantly from fair values that would have been used had an active market for the securities existed. 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.
The Company’s valuation process is led by the Company’s executive officers and managing directors. The Company’s valuation process begins with a quarterly review of each investment in the Company’s investment portfolio by the Company’s executive officers and investment committee. Valuations of each portfolio security are then prepared by the Company’s investment professionals, who have direct responsibility for the origination, management and monitoring of each investment. Under the Company’s valuation policy, each investment valuation is subject to (i) a review by the lead investment officer responsible for the portfolio company investment and (ii) a peer review by a second investment officer or executive officer of the Company. Generally, any investment that is valued below cost is subjected to review by one of the Company’s executive officers. After the peer review is complete, the Company engages two independent valuation firms, Duff & Phelps, LLC and Lincoln Partners Advisors LLC (collectively, the “Valuation Firms”), to provide third-party reviews of certain investments, as described further below. In addition, all investment valuations are provided to the Company’s independent registered public accounting firm each quarter in connection with quarterly review procedures and the annual audit of our financial statements. Finally, the Board of Directors has the responsibility for reviewing and approving, in good faith, the fair value of the Company’s investments in accordance with the 1940 Act.
The Valuation Firms provide third party valuation consulting services to the Company which consist of certain procedures that the Company identified and requested the Valuation Firms to perform (hereinafter referred to as the “Procedures”). The Procedures are performed with respect to 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, the Procedures are generally performed with respect to a portfolio company when there has been a significant change in the fair value of the investment. In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the Company’s stockholders’ best interest, to request the Valuation Firms to perform the Procedures on one or more portfolio companies. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio.
The total number of investments and the percentage of the investment portfolio on which the Procedures were performed are summarized below by period:
For the quarter ended:
Total
companies
 
Percent of total
investments at
fair value(1)
March 31, 2011
11
 
34%
June 30, 2011
13

26%
September 30, 2011
11

31%
December 31, 2011
12

22%
March 31, 2012
10

19%
June 30, 2012
14

21%
September 30, 2012
16

33%

(1)
Exclusive of the fair value of new investments made during the quarter.
Upon completion of the Procedures, the Valuation Firms concluded that, with respect to each investment reviewed by each Valuation Firm, the fair value of those investments subjected to the Procedures appeared reasonable. The Company’s Board of Directors is ultimately responsible for determining the fair value of the Company’s investments in good faith.
Investment Valuation Inputs
Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. For the Company’s portfolio securities, fair value is generally the amount that the Company might reasonably expect to receive upon the current sale of the security. Under ASC Topic 820, the fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. Under ASC Topic 820, if no market for the security exists or if the Company does not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market. The securities in which the Company invests are generally only purchased and sold in merger and acquisition transactions, in which case the entire portfolio company is sold to a third-party purchaser. As a result, unless the Company has the ability to control such a transaction, the assumed principal market for the Company’s securities is a

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hypothetical secondary market. The level 3 inputs to the Company’s valuation process reflect the Company’s best estimate of the assumptions that would be used by market participants in pricing the investment in a transaction in a hypothetical secondary market.
Enterprise Value Waterfall Approach
In valuing equity securities (including warrants), the Company estimates fair value using an “Enterprise Value Waterfall” valuation model. The Company estimates the enterprise value of a portfolio company and then allocates the enterprise value to the portfolio company’s securities in order of their relative liquidation preference. In addition, the Company assumes that any outstanding debt or other securities that are senior to the Company’s equity securities are required to be repaid at par. Additionally, the Company estimates the fair value of a limited number of its debt securities using the Enterprise Value Waterfall approach in cases where the Company does not expect to receive full repayment.
To estimate the enterprise value of the portfolio company, the Company primarily uses a valuation model based on a transaction multiple, which generally is the original transaction multiple, and measures of the portfolio company’s financial performance. In addition, the Company considers other factors, including but not limited to (i) offers from third-parties to purchase the portfolio company, (ii) the implied value of recent investments in the equity securities of the portfolio company, (iii) publicly available information regarding recent sales of private companies in comparable transactions and, (iv) when the Company believes there are comparable companies that are publicly traded, the Company performs a review of these publicly traded companies and the market multiple of their equity securities.
The significant Level 3 inputs to the Enterprise Value Waterfall model are (i) an appropriate transaction multiple and (ii) a measure of the portfolio company’s financial performance, which generally is either earnings before interest, taxes, depreciation and amortization, as adjusted (“Adjusted EBITDA”) or revenues. Such inputs can be based on historical operating results, projections of future operating results, or a combination thereof. The operating results of a portfolio company may be unaudited, projected or pro forma financial information and may require adjustments for certain non-recurring items. In determining the operating results input, the Company utilizes the most recent portfolio company financial statements and forecasts available as of the valuation date. The Company also consults with the portfolio company’s senior management to obtain updates on the portfolio company’s performance, including information such as industry trends, new product development, loss of customers and other operational issues. Fair value measurements using the Enterprise Value Waterfall model can be sensitive to significant changes in one or more of the inputs. A significant increase in either the transaction multiple, Adjusted EBITDA or revenues for a particular equity security would result in a higher fair value for that security.
Income Approach
In valuing debt securities, the Company utilizes an “Income Approach” model that considers factors including, but not limited to, (i) the stated yield on the debt security, (ii) the portfolio company’s current Adjusted EBITDA as compared to the portfolio company’s historical or projected Adjusted EBITDA as of the date the investment was made and the portfolio company’s anticipated Adjusted EBITDA for the next twelve months of operations, (iii) the portfolio company’s current Leverage Ratio (defined as the portfolio company’s total indebtedness divided by Adjusted EBITDA) as compared to its Leverage Ratio 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 the Company believes a relevant comparison exists, current pricing and credit metrics for similar proposed and executed investment transactions of publicly traded debt. In addition, the Company 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. This risk rating system covers both qualitative and quantitative aspects of the business and the securities held.
The Company considers the factors above, particularly any significant changes in the portfolio company’s results of operations and leverage, and develops an expectation of the yield that a hypothetical market participant would require when purchasing the debt investment (the “Required Rate of Return”). The Required Rate of Return, along with the Leverage Ratio and Adjusted EBITDA are the significant Level 3 inputs to the Income Approach model. For investments where the Leverage Ratio and Adjusted EBITDA have not fluctuated significantly from the date the investment was made or have not fluctuated significantly from the Company’s expectations as of the date the investment was made, and where there have been no significant fluctuations in the market pricing for such investments, the Company may conclude that the Required Rate of Return is equal to the stated rate on the investment and therefore, the debt security is appropriately priced. In instances where the Company determines that the Required Rate of Return is different from the stated rate on the investment, the Company discounts the contractual cash flows on the debt instrument using the Required Rate of Return in order to estimate the fair value of the debt security.
Fair value measurements using the Income Approach model can be sensitive to significant changes in one or more of the

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inputs. A significant increase (decrease) in the Required Rate of Return or Leverage Ratio inputs for a particular debt security may result in a lower (higher) fair value for that security. A significant increase (decrease) in the Adjusted EBITDA input for a particular debt security may result in a higher (lower) fair value for that security.
The fair value of the Company’s royalty rights are calculated based on specific provisions contained in the pertinent operating or royalty agreements. The determination of the fair value of such royalty rights is not a significant component of the Company’s valuation process.
The ranges and weighted-average values of the significant Level 3 inputs used in the valuation of the Company’s debt and equity securities as of September 30, 2012 are summarized as follows:

 
Fair Value
As of
September 30, 2012
 
Valuation
Model
 
Level 3
Input
 
Range of
Inputs
 
Weighted-
Average
Subordinated debt and 2nd lien notes
$
469,075,414

 
Income
Approach
 
Required Rate of Return
 
13.0% – 22.5%
 
15.1%
 
 
 
 
Leverage Ratio
 
1.5x – 6.5x
 
3.5x
 
 
 
 
Adjusted EBITDA
 
$1.1 million – $40.0 million
 
$15.6 million
 
10,257,000

 
Enterprise
Value Waterfall
Approach
 
Adjusted EBITDA Multiple
 
4.0x – 6.0x
 
5.3x
 
 
 
 
Adjusted EBITDA
 
$1.2 million – $5.1 million
 
$1.7 million
Senior debt and 1st lien notes
62,931,834

 
Income
Approach
 
Required Rate of Return
 
4.5% – 18.1%
 
14.6%
 
 
 
 
Leverage Ratio
 
1.1x – 5.0x
 
2.3x
 
 
 
 
Adjusted EBITDA
 
$1.5 million – $27.9 million
 
$6.1 million
Equity shares and warrants
88,936,705

 
Enterprise
Value Waterfall
Approach
 
Adjusted EBITDA Multiple
 
4.0x – 11.0x
 
6.7x
 
 
 
 
Adjusted EBITDA
 
$0.4 million –  $40.0 million
 
$16.4 million
 
 
 
 
 
Revenue Multiple
 
1.5x – 4.8x
 
3.1x
 
 
 
 
 
Revenues
 
$8.4 million – $47.8 million
 
$33.7 million


























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The following table presents the Company’s investment portfolio at fair value as of September 30, 2012 and December 31, 2011, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
 
Fair Value at September 30, 2012
 
Level 1
 
Level 2
 
Level 3
 
Total
Subordinated debt and 2nd lien notes
$

 
$

 
$
479,332,414

 
$
479,332,414

Senior debt and 1st lien notes

 

 
62,931,834

 
62,931,834

Equity shares

 

 
68,298,705

 
68,298,705

Equity warrants

 

 
20,638,000

 
20,638,000

Royalty rights

 

 
109,000

 
109,000

 
$

 
$

 
$
631,309,953

 
$
631,309,953

 
 
 
 
 
 
 
 
 
Fair Value at December 31, 2011
 
Level 1
 
Level 2
 
Level 3
 
Total
Subordinated debt and 2nd lien notes
$

 
$

 
$
387,169,056

 
$
387,169,056

Senior debt and 1st lien notes

 

 
59,974,195

 
59,974,195

Equity shares

 

 
43,972,024

 
43,972,024

Equity warrants

 

 
15,043,300

 
15,043,300

Royalty rights

 

 
920,000

 
920,000

 
$

 
$

 
$
507,078,575

 
$
507,078,575


The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2012 and 2011:
Nine Months Ended
September 30, 2012:
Subordinated
Debt and 2nd
Lien Notes
 
Senior Debt
and 1st Lien
Notes
 
Equity
Shares
 
Equity
Warrants
 
Royalty
Rights
 
Total
Fair value, beginning of period
$
387,169,056

 
$
59,974,195

 
$
43,972,024

 
$
15,043,300

 
$
920,000

 
$
507,078,575

New investments
196,117,782

 
9,161,883

 
21,678,540

 
1,552,317

 

 
228,510,522

Proceeds from sales of investments

 

 
(7,554,964
)
 
(818,732
)
 
(874,400
)
 
(9,248,096
)
Loan origination fees received
(3,365,896
)
 
(200,000
)
 

 

 

 
(3,565,896
)
Principal repayments received
(97,223,732
)
 
(7,426,252
)
 

 

 

 
(104,649,984
)
PIK interest earned
9,840,162

 
1,145,521

 

 

 

 
10,985,683

PIK interest payments received
(4,838,397
)
 
(645,984
)
 

 

 

 
(5,484,381
)
Accretion of loan discounts
1,239,138

 
243,569

 

 

 

 
1,482,707

Accretion of deferred loan origination revenue
2,195,586

 
201,689

 

 

 

 
2,397,275

Realized gain
230,034

 

 
4,208,506

 
785,132

 

 
5,223,672

Unrealized gain (loss)
(12,031,319
)
 
477,213

 
5,994,599

 
4,075,983

 
63,400

 
(1,420,124
)
Fair value, end of period
$
479,332,414

 
$
62,931,834

 
$
68,298,705

 
$
20,638,000

 
$
109,000

 
$
631,309,953



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Nine Months Ended
September 30, 2011:
Subordinated
Debt and 2nd
Lien Notes
 
Senior Debt
and 1st Lien
Notes
 
Equity
Shares
 
Equity
Warrants
 
Royalty
Rights
 
Total
Fair value, beginning of period
$
234,049,688

 
$
44,584,148

 
$
38,719,699

 
$
7,902,458

 
$
734,600

 
$
325,990,593

New investments
167,050,453

 
9,000,000

 
6,506,609

 
1,587,612

 

 
184,144,674

Proceeds from sales of investments

 

 
(17,011,538
)
 

 

 
(17,011,538
)
Loan origination fees received
(3,449,444
)
 
(240,000
)
 

 

 

 
(3,689,444
)
Principal repayments received
(45,022,351
)
 
(1,400,689
)
 

 

 

 
(46,423,040
)
PIK interest earned
6,390,955

 
945,403

 

 

 

 
7,336,358

PIK interest payments received
(3,429,343
)
 
(454,987
)
 

 

 

 
(3,884,330
)
Accretion of loan discounts
766,440

 
77,094

 

 

 

 
843,534

Accretion of deferred loan origination revenue
889,195

 
139,956

 

 

 

 
1,029,151

Realized gain (loss)
(2,100,745
)
 

 
13,178,598

 
(83,414
)
 

 
10,994,439

Unrealized gain (loss)
4,952,440

 
619,344

 
(5,685,119
)
 
5,016,854

 
$
146,400

 
5,049,919

Fair value, end of period
$
360,097,288

 
$
53,270,269

 
$
35,708,249

 
$
14,423,510

 
$
881,000

 
$
464,380,316


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 (losses) on investments of $0.3 million and ($1.0) million, respectively, during the three and nine months ended September 30, 2012 are related to portfolio company investments that were still held by the Company as of September 30, 2012. 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.
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.
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,

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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 due to 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
Origination, facility, commitment, consent and other advance fees received in connection with loan agreements (“Loan Origination Fees”) are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized loan origination fees are recognized as investment income. 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, certain investment banking and structuring fees 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 the Company 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”), PIK interest, which is a non-cash source of income, is included in the Company’s taxable income and therefore affects the amount it is required to pay 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 due to 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’s investments are generally in lower middle-market companies in a variety of industries. At both September 30, 2012 and December 31, 2011, there were no individual investments greater than 10% of the fair value of the Company’s portfolio. As of September 30, 2012 and December 31, 2011, the Company’s largest single portfolio company investment represented approximately 4.3% and 5.0%, respectively, 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 portfolio companies.
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, as well as other risks common to investing in below investment grade debt and equity instruments.

3. INCOME TAXES
The Company has elected for federal income tax purposes to be treated as a RIC under the Code, and intends to make the required distributions to its stockholders as specified therein. In order to qualify as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay income taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively) and certain built-in gains. The Company has historically met its minimum distribution requirements and continually monitors its distribution requirements with the goal of ensuring compliance with the Code.
The minimum distribution requirements applicable to RICs require the Company to distribute to its stockholders at least 90% of its investment company taxable income (“ICTI”), as defined by the Code, each year. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year distributions 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 that next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.

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ICTI generally differs from net investment income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. The Company may be required to recognize ICTI in certain circumstances in which it does not receive cash. For example, if the Company holds debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments issued with warrants), the Company 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 the Company in the same taxable year. The Company may also have to include in ICTI other amounts that it has not yet received in cash, such as (i) PIK interest income and (ii) 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 the Company’s ICTI for the year of accrual, the Company may be required to make a distribution to its stockholders in order to satisfy the minimum distribution requirements, even though the Company 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.
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, 2012 and December 31, 2011 was approximately $627.0 million and $500.7 million, respectively.

4. BORROWINGS
The Company had the following borrowings outstanding as of September 30, 2012 and December 31, 2011: 
Issuance/Pooling Date
Maturity Date
 
Prioritized
Return
(Interest) Rate
 
September 30, 2012
 
December 31, 2011
SBA Debentures:
 
 
 
 
 
 
 
March 28, 2007
March 1, 2017
 
6.231
%
 

 
4,000,000

March 26, 2008
March 1, 2018
 
6.214
%
 

 
6,410,000

September 24, 2008
September 1, 2018
 
6.442
%
 
20,500,000

 
50,900,000

March 25, 2009
March 1, 2019
 
5.337
%
 
22,000,000

 
22,000,000

March 24, 2010
March 1, 2020
 
4.825
%
 
6,800,000

 
6,800,000

September 22, 2010
September 1, 2020
 
3.687
%
 
32,590,000

 
32,590,000

March 29, 2011
March 1, 2021
 
4.474
%
 
75,400,000

 
75,400,000

September 21, 2011
September 1, 2021
 
3.392
%
 
19,100,000

 
19,100,000

SBA LMI Debentures:
 
 
 
 
 
 
 
September 14, 2010
March 1, 2016
 
2.508
%
 
7,169,252

 
7,037,504

Credit Facility
 
 
 
 
 
 
 
September 18, 2012
September 17, 2016
 
Variable

 
26,000,000

 
15,000,000

Senior Notes
 
 
 
 
 
 
 
March 2, 2012
March 15, 2019
 
7.000
%
 
69,000,000

 

 
 
 
 
 
$
278,559,252

 
$
239,237,504



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SBA and SBA LMI Debentures
Interest payments on SBA debentures are payable semi-annually and there are no principal payments required on these debentures prior to maturity, nor do the debentures carry any prepayment penalties. 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, 2012, 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, 2012, Triangle SBIC has issued $109.2 million of SBA-guaranteed debentures and has the current capacity to issue up to the statutory maximum of $150.0 million, subject to SBA approval. As of September 30, 2012, Triangle SBIC II has issued $75.0 million in face amount of SBA-guaranteed debentures. The weighted average interest rates for all SBA-guaranteed debentures as of September 30, 2012 and December 31, 2011 were 4.48% and 4.83%, respectively.
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-guaranteed debenture issued and a one-time 2.0% fee on the amount of each SBA-guaranteed 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. Upon prepayment of an SBA-guaranteed debenture, any unamortized deferred financing costs related to the SBA-guaranteed debenture are written off and recognized as a loss on extinguishment of debt in the Consolidated Statements of Operations. In the three and nine months ended September 30, 2012, the Company prepaid approximately $30.4 million and $40.8 million, respectively, of SBA-guaranteed debentures and recognized losses on extinguishment of debt of approximately $0.6 million and $0.8 million in the three and nine months ended September 30, 2012, respectively.
Credit Facility
In September 2012, the Company entered into a four-year senior secured credit facility (the “Credit Facility”) to provide additional liquidity in support of its investment and operational activities. The Credit Facility, which has an initial commitment of $165.0 million supported by nine financial institutions, replaced the Company's $75.0 million senior secured credit facility (the “Prior Facility”). The Company entered into the Prior Facility in May 2011 with an initial commitment of $50.0 million, which was increased to $75.0 million in November 2011.   

The Credit Facility has an accordion feature that allows for an increase in the total commitment size up to $215.0 million, subject to certain conditions, and also contains two one-year extension options, bringing the total potential borrowing term to six years from closing. The Credit Facility, which is structured to operate like a revolving credit facility, is secured primarily by the Company's assets, excluding the assets of Triangle SBIC and Triangle SBIC 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 a commitment fee of 0.375% per annum on undrawn amounts, which is included with interest and other financing fees on the Company's Consolidated Statement of Operations. Borrowings under the Credit Facility are also limited to a borrowing base, which includes certain cash and a portion of eligible debt investments. As of September 30, 2012, the Company had $26.0 million in LIBOR-based borrowings outstanding under the Credit Facility with an interest rate of 3.2%. As of December 31, 2011, the Company had $15.0 million in base-rate borrowings outstanding under the Prior Facility with an interest rate of 5.2%. 

As with the Prior Facility, the Credit Facility contains certain affirmative and negative covenants, including but not limited to (i) maintaining a minimum interest coverage ratio, (ii) maintaining minimum consolidated tangible net worth and (iii) maintaining its status as a regulated investment company and as a business development company. As of September 30, 2012, the Company was in compliance with all covenants of the Credit Facility.
Senior Notes Due 2019
In March 2012, the Company issued $69.0 million of senior unsecured notes (the “2019 Senior Notes”). The 2019 Senior Notes mature on March 15, 2019, and may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after March 15, 2015. The 2019 Senior Notes bear interest at a rate of 7.00% per year payable quarterly on March 15, June 15, September 15 and December 15 of each year, beginning June 15, 2012. The net proceeds to the Company from the sale of the 2019 Senior Notes, after underwriting discounts and offering expenses, were approximately $66.7 million.

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The indenture relating to the 2019 Senior Notes contains certain covenants, including but not limited to (i) a requirement that the Company comply with the asset coverage requirements of the 1940 Act or any successor provisions, and (ii) to provide financial information to the holders of the 2019 Senior Notes and the trustee under the indenture if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934.

5. EQUITY-BASED AND OTHER COMPENSATION PLANS
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 2,400,000 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, 2012 and 2011:
 
Nine Months Ended
September 30, 2012
 
Nine Months Ended
September 30, 2011
 
Number of
Shares
 
Weighted-Average
Grant-Date Fair
Value per Share
 
Number of
Shares
 
Weighted-Average
Grant-Date Fair
Value per Share
Unvested shares, beginning of period
359,555

 
$15.39
 
302,698

 
$11.40
Shares granted during the period
235,086

 
$19.00
 
161,174

 
$20.37
Shares vested during the period
(140,464
)
 
$13.42
 
(104,317
)
 
$11.53
Unvested shares, end of period
454,177

 
$17.87
 
359,555

 
$15.39

In the three and nine months ended September 30, 2012, the Company recognized equity-based compensation expense of approximately $0.7 million and $2.1 million, respectively. In the three and nine months ended September 30, 2011, the Company recognized equity-based compensation expense of approximately $0.5 and 1.4 million, respectively. This expense is included in general and administrative expenses in the Company’s Consolidated Statements of Operations.
As of September 30, 2012, there was approximately $6.2 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 2.1 years.
The Company’s Board of Directors has adopted a nonqualified deferred compensation plan covering the Company’s executive officers and key employees. Any compensation deferred and the Company’s contributions will earn a return based on the returns on certain investments designated by the Compensation Committee of the Company’s Board of Directors. Participants are 100% vested in amounts deferred under the deferred compensation plan and the earnings thereon. Contributions to the plan and earnings thereon vest ratably over a four-year period.
The Company maintains a 401(k) plan in which all full-time employees who are at least 21 years of age and have 90 days of service are eligible to participate and receive employer contributions. Eligible employees may contribute a portion of their compensation on a pretax basis into the 401(k) plan up to the maximum amount allowed under the Code, and direct the investment of their contributions.

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6. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the nine months ended September 30, 2012 and 2011:

 
Nine Months Ended September 30,
 
2012
 
2011
Per share data:
 
 
 
Net asset value at beginning of period
$
14.68

 
$
12.09

Net investment income(1)
1.59

 
1.53

Net realized gain (loss) on investments(1)
0.20

 
0.59

Net unrealized appreciation on investments(1)
(0.08
)
 
0.27

Total increase from investment operations(1)
1.71

 
2.39

Cash dividends/distributions declared
(1.49
)
 
(1.30
)
Shares issued pursuant to Dividend Reinvestment Plan
0.03

 
0.02

Common stock offerings
0.54

 
1.61

Stock-based compensation
(0.09
)
 
(0.06
)
Loss on extinguishment of debt(1)
(0.03
)
 

Income tax provision(1)

 

Other(2)
(0.02
)
 
(0.16
)
Net asset value at end of period
$
15.33

 
$
14.59

Market value at end of period(3)
$
25.66

 
$
15.22

Shares outstanding at end of period
27,320,385

 
22,714,851

Net assets at end of period
$
418,702,605

 
$
331,444,475

Average net assets
$
401,118,293

 
$
248,142,989

Ratio of total expenses to average net assets (annualized)
7.7
%
 
9.0
 %
Ratio of net investment income to average net assets (annualized)
14.0
%
 
15.2
 %
Portfolio turnover ratio
20.6
%
 
11.6
 %
Total Return(4)
42.0
%
 
(13.1
)%
Efficiency Ratio(5)
18.0
%
 
19.4
 %

(1)
Weighted average basic per share data.
(2)
Represents the impact of the different share amounts used in calculating per share data as a result of calculating certain per share data based upon the weighted average basic shares outstanding during the period and certain per share data based on the shares outstanding as of a period end or transaction date.
(3)
Represents the closing price of the Company’s common stock on the last day of the period.
(4)
Total return equals the change in the ending market value of the Company’s common stock during the period, plus dividends declared per share during the period, divided by the market value of the Company’s common stock on the first day of the period. Total return is not annualized.
(5)
Efficiency Ratio equals general and administrative expenses divided by total investment income.

7. SUBSEQUENT EVENTS
In October 2012, the Company invested $14.5 million in subordinated debt and equity of Performance Health and Wellness Holdings, Inc. and subsidiaries ("Performance Health"). Performance Health designs, manufactures and markets rehabilitation and wellness products. Under the terms of the investment, Performance Health will pay interest on the subordinated debt at a rate of 13.0% per annum.
In October 2012, the Company filed a prospectus supplement pursuant to which $70.0 million in aggregate principal amount of 6.375% senior unsecured notes due 2022 (the "2022 Senior Notes") were offered.  The 2022 Senior Notes will mature on December 15, 2022, and may be redeemed in whole or in part at any time or from time to time at the Company's option on or after December 15, 2015.  The 2022 Senior Notes bear interest at a rate of 6.375% per year payable quarterly on March 15, June 15, September 15 and December 15 of each year, beginning December 15, 2012.  The Company also granted the underwriters a 30-day option to purchase up to an additional $10.5 million in aggregate principal amount of 2022 Senior Notes to cover over-allotments, if any.  Pursuant to this offering, $70.0 million of the 2022 Senior Notes were sold and delivered on October 19, 2012 and $10.5 million of the 2022 Senior Notes were sold and delivered on November 6, 2012,

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resulting in total net proceeds to the Company, after underwriting discounts and offering expenses, of approximately $77.8 million. On October 29, 2012, a portion of the proceeds was used to repay $26.0 million in borrowings outstanding under the Credit Facility.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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, 2011. 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, 2011. Other factors that could cause actual results to differ materially include changes in the economy, risks associated with possible disruption due to terrorism in our operations or the economy generally, 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 Triangle SBIC, and Triangle Mezzanine Fund II LP, or Triangle SBIC II, are licensed as small business investment companies, or SBICs, by the United States Small Business Administration, or SBA. In addition, Triangle SBIC has also elected to be treated as a BDC under the 1940 Act. We, Triangle SBIC and Triangle SBIC II invest primarily in debt instruments, equity investments, warrants and other securities of lower middle market privately held companies located in the United States.
Our business is to provide capital to lower middle market companies in the United States. We focus on investments in companies with a history of generating revenues and positive cash flows, an established market position and a proven management team with a strong operating discipline. Our target portfolio company has annual revenues between $20.0 million and $200.0 million and annual earnings before interest, taxes, depreciation and amortization, or EBITDA, between $3.0 million and $20.0 million.
We invest primarily in subordinated debt securities secured by second lien security interests in portfolio company assets, coupled with equity interests. On a more limited basis, we also invest in senior debt securities secured by first lien security interests in portfolio companies. Our investments generally range from $5.0 million to $25.0 million per portfolio company. In certain situations, we have partnered with other funds to provide larger financing commitments.

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We generate revenues in the form of interest income, primarily from our investments in debt securities, loan origination and other fees and dividend income. Loan origination fees received in connection with our debt investments are recognized as investment income over the life of the loan using the effective interest method or, in some cases, recognized as earned. We also receive fees from our portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, certain investment banking and structuring fees and loan waiver and amendment fees, and are recorded as investment income when received. 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 September 30, 2012 and December 31, 2011, the weighted average yield on our outstanding debt investments other than non-accrual debt investments was approximately 14.7% and 15.0%, respectively. The weighted average yield on all of our outstanding investments (including equity and equity-linked investments but excluding non-accrual debt investments) was approximately 13.4% and 13.9% as of September 30, 2012 and December 31, 2011, respectively. The weighted average yield on all of our outstanding investments (including equity and equity-linked investments and non-accrual debt investments) was approximately 13.1% and 13.6% as of September 30, 2012 and December 31, 2011, respectively.
Triangle SBIC and Triangle SBIC 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. Triangle SBIC and Triangle SBIC II invest these funds in portfolio companies. We intend to continue to operate Triangle SBIC and Triangle SBIC II as SBICs, subject to SBA approval, and to utilize the proceeds from the issuance of SBA-guaranteed debentures, referred to herein as SBA leverage, to enhance returns to our stockholders.
Portfolio Composition
The total value of our investment portfolio was $631.3 million as of September 30, 2012, as compared to $507.1 million as of December 31, 2011. As of September 30, 2012, we had investments in 77 portfolio companies with an aggregate cost of $624.0 million. As of December 31, 2011, we had investments in 63 portfolio companies with an aggregate cost of $498.3 million. As of both September 30, 2012 and December 31, 2011, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
As of September 30, 2012 and December 31, 2011, our investment portfolio consisted of the following investments:
 
 
Cost
 
Percentage of
Total
Portfolio
 
Fair Value
 
Percentage of
Total
Portfolio
September 30, 2012
 
 
 
 
 
 
 
Subordinated debt and 2nd lien notes
$
498,025,396

 
80
%
 
$
479,332,414

 
76
%
Senior debt and 1st lien notes
63,103,253

 
10

 
62,931,834

 
10

Equity shares
53,073,810

 
8

 
68,298,705

 
11

Equity warrants
9,791,097

 
2

 
20,638,000

 
3

Royalty rights

 

 
109,000

 

 
$
623,993,556

 
100
%
 
$
631,309,953

 
100
%
December 31, 2011
 
 
 
 
 
 
 
Subordinated debt and 2nd lien notes
$
393,830,719

 
79
%
 
$
387,169,056

 
76
%
Senior debt and 1st lien notes
60,622,827

 
12

 
59,974,195

 
12

Equity shares
34,741,728

 
7

 
43,972,024

 
9

Equity warrants
8,272,380

 
2

 
15,043,300

 
3

Royalty rights
874,400

 

 
920,000

 

 
$
498,342,054

 
100
%
 
$
507,078,575

 
100
%


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Investment Activity
During the nine months ended September 30, 2012, the Company made nineteen new investments totaling approximately $225.3 million, debt investments in four existing portfolio companies totaling approximately $2.6 million and equity investments in three existing portfolio companies totaling approximately $0.6 million. We had eleven portfolio company loans repaid at par totaling approximately $96.9 million and received normal principal repayments and partial loan prepayments totaling approximately $7.7 million in the nine months ended September 30, 2012. In addition, we received proceeds related to the sales of certain equity securities totaling $9.2 million and realized gains totaling approximately $5.2 million in the nine months ended September 30, 2012.
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 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 a portfolio company for total proceeds of approximately $17.0 million, resulting in a realized gain 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.
Total portfolio investment activity for the nine months ended September 30, 2012 and 2011 was as follows:

Nine Months Ended
September 30, 2012:
Subordinated
Debt and 2nd
Lien Notes
 
Senior Debt
and 1st Lien
Notes
 
Equity
Shares
 
Equity
Warrants
 
Royalty
Rights
 
Total
Fair value, beginning of period
$
387,169,056

 
$
59,974,195

 
$
43,972,024

 
$
15,043,300

 
$
920,000

 
$
507,078,575

New investments
196,117,782

 
9,161,883

 
21,678,540

 
1,552,317

 

 
228,510,522

Proceeds from sales of investments

 

 
(7,554,964
)
 
(818,732
)
 
(874,400
)
 
(9,248,096
)
Loan origination fees received
(3,365,896
)
 
(200,000
)
 

 

 

 
(3,565,896
)
Principal repayments received
(97,223,732
)
 
(7,426,252
)
 

 

 

 
(104,649,984
)
PIK interest earned
9,840,162

 
1,145,521

 

 

 

 
10,985,683

PIK interest payments received
(4,838,397
)
 
(645,984
)
 

 

 

 
(5,484,381
)
Accretion of loan discounts
1,239,138

 
243,569

 

 

 

 
1,482,707

Accretion of deferred loan origination revenue
2,195,586

 
201,689

 

 

 

 
2,397,275

Realized gain
230,034

 

 
4,208,506

 
785,132

 

 
5,223,672

Unrealized gain (loss)
(12,031,319
)
 
477,213

 
5,994,599

 
4,075,983

 
63,400

 
(1,420,124
)
Fair value, end of period
$
479,332,414

 
$
62,931,834

 
$
68,298,705

 
$
20,638,000

 
$
109,000

 
$
631,309,953

Weighted average yield on debt investments at end of period(1)
 
 
 
 
 
14.7
%
Weighted average yield on total investments at end of period(1)
 
 
 
 
 
13.4
%
Weighted average yield on total investments at end of period
 
 
 
 
 
13.1
%
 
(1)
Excludes non-accrual debt investments.


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Nine Months Ended
September 30, 2011:
Subordinated
Debt and 2nd
Lien Notes
 
Senior Debt
and 1st Lien
Notes
 
Equity
Shares
 
Equity
Warrants
 
Royalty
Rights
 
Total
Fair value, beginning of period
$
234,049,688

 
$
44,584,148

 
$
38,719,699

 
$
7,902,458

 
$
734,600

 
$
325,990,593

New investments
167,050,453

 
9,000,000

 
6,506,609

 
1,587,612

 

 
184,144,674

Proceeds from sales of investments

 

 
(17,011,538
)
 

 

 
(17,011,538
)
Loan origination fees received
(3,449,444
)
 
(240,000
)
 

 

 

 
(3,689,444
)
Principal repayments received
(45,022,351
)
 
(1,400,689
)
 

 

 

 
(46,423,040
)
PIK interest earned
6,390,955

 
945,403

 

 

 

 
7,336,358

PIK interest payments received
(3,429,343
)
 
(454,987
)
 

 

 

 
(3,884,330
)
Accretion of loan discounts
766,440

 
77,094

 

 

 

 
843,534

Accretion of deferred loan origination revenue
889,195

 
139,956

 

 

 

 
1,029,151

Realized gain (loss)
(2,100,745
)
 

 
13,178,598

 
(83,414
)
 

 
10,994,439

Unrealized gain (loss)
4,952,440

 
619,344

 
(5,685,119
)
 
5,016,854

 
146,400

 
5,049,919

Fair value, end of period
$
360,097,288

 
$
53,270,269

 
$
35,708,249

 
$
14,423,510

 
$
881,000

 
$
464,380,316

Weighted average yield on debt investments at end of period(1)
 
 
 
 
 
15.1
%
Weighted average yield on total investments at end of period(1)
 
 
 
 
 
14.0
%
Weighted average yield on total investments at end of period
 
 
 
 
 
13.6
%

(1)
Excludes non-accrual debt investments.

Non-Accrual Assets
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. As of September 30, 2012, the fair value of our non-accrual assets was approximately $2.5 million, which comprised 0.4% of the total fair value of our portfolio, and the cost of our non-accrual assets was approximately $9.4 million, which comprised 1.5% of the total cost of our portfolio. As of December 31, 2011, the fair value of our non-accrual assets was approximately $7.6 million, which comprised 1.5% of the total fair value of our portfolio, and the cost of our non-accrual assets was approximately $11.0 million, which comprised 2.2% of the total cost of our portfolio.
Our non-accrual assets as of September 30, 2012 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 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. In addition, in the second quarter of 2012, we invested $250,000 in a Gerli senior subordinated note. Under the terms of the notes, interest on the notes is payable only if Gerli meets certain covenants, which they were not compliant with as of September 30, 2012. In the nine months ended September 30, 2012, we recognized unrealized depreciation on our debt investments in Gerli of approximately $0.9 million. As of September 30, 2012, the cost of our debt investments in Gerli was $3.3 million and the fair value was $1.3 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. In the nine months ended, September 30, 2012, we recorded unrealized depreciation of $0.4 million on our debt investment in Fire Sprinkler Systems. As of September 30, 2012, the cost of our debt investment in Fire Sprinkler Systems was $3.0 million and the fair value of such investment was $0.3 million.

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Equisales, LLC
In May 2012, we placed our debt investment in Equisales, LLC, or Equisales, on non-accrual status. As a result, under U.S. GAAP, we no longer recognize interest income on our debt investment in Equisales for financial reporting purposes. In the nine months ended September 30, 2012, we recorded unrealized depreciation of $2.1 million on our debt investment in Equisales. As of September 30, 2012, the cost of our debt investment in Equisales was $3.2 million and the fair value of such investment was $1.0 million.

PIK Non-Accrual Assets
In addition to our non-accrual assets, as of September 30, 2012, we had debt investments in two portfolio companies (our subordinated notes to Home Physicians and Venture Technology Groups, Inc.) that are on non-accrual only with respect to the PIK interest component of the loans. As of September 30, 2012, the fair value of these debt investments was approximately $9.0 million, or 1.4% of the total fair value of our portfolio and the cost of these assets was approximately $17.4 million, or 2.8% of the total cost of our portfolio.
 
Results of Operations
Comparison of three months ended September 30, 2012 and September 30, 2011
Investment Income
For the three months ended September 30, 2012, total investment income was $24.3 million, a 50% increase from $16.2 million of total investment income for the three months ended September 30, 2011. This increase was primarily attributable to an increase in total loan interest income (including PIK interest income) due to a net increase in our portfolio investments from September 30, 2011 to September 30, 2012, an increase in non-recurring fee income of approximately $1.4 million and $0.7 million of non-recurring dividend income in the three months ended September 30, 2012. Non-recurring fee income was approximately $1.5 million for the three months ended September 30, 2012 as compared to $0.1 million for the three months ended September 30, 2011.
Expenses
For the three months ended September 30, 2012, expenses increased by 45% to $8.5 million from $5.8 million for the three months ended September 30, 2011. The increase in expenses was attributable to a $1.1 million increase in interest and other financing fees and a $1.5 million increase in general and administrative expenses. The increase in interest and other financing fees is primarily related to interest on our 7.00% Senior Notes due 2019, or 2019 Senior Notes, of approximately $1.2 million in the quarter ended September 30, 2012. The increase in general and administrative expenses in the quarter ended September 30, 2012 was primarily related to increased salary and incentive compensation costs, as well as increased non-cash compensation expenses.
Net Investment Income
As a result of the $8.1 million increase in total investment income and the $2.6 million increase in expenses, net investment income increased by 53% to $15.9 million for the three months ended September 30, 2012 as compared to net investment income of $10.4 million for the three months ended September 30, 2011.
Net Increase/Decrease in Net Assets Resulting from Operations
In the three months ended September 30, 2012 we realized a gain on the sale of one affiliate investment of approximately $0.8 million and gains on the sales of two non-control/non-affiliate investments totaling approximately $0.8 million. In addition, during the three months ended September 30, 2012, we recorded unrealized appreciation on 30 investments totaling approximately $9.3 million, unrealized depreciation on 19 investments totaling approximately $9.2 million and unrealized depreciation reclassification adjustments related to the realized gains noted above totaling $0.6 million.

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, 2012 , we recognized a non-cash loss on the extinguishment of debt of

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approximately $0.6 million related to a prepayment of SBA-guaranteed debentures.
As a result of these events, our net increase in net assets from operations was $16.2 million for the three months ended September 30, 2012 as compared to a net increase in net assets from operations of $17.5 million for the three months ended September 30, 2011.
Comparison of nine months ended September 30, 2012 and September 30, 2011
Investment Income
For the nine months ended September 30, 2012, total investment income was $65.4 million, a 45% increase from $45.1 million of total investment income for the nine months ended September 30, 2011. This increase was primarily attributable to an increase in total loan interest income (including PIK interest income) due to a net increase in our portfolio investments from September 30, 2011 to September 30, 2012, an increase in non-recurring fee income of approximately $0.1 million and $0.7 million of non-recurring dividend income in the nine months ended September 30, 2012. Non-recurring fee income was approximately $2.9 million for the nine months ended September 30, 2012 as compared to $2.8 million for the nine months ended September 30, 2011.
Expenses
For the nine months ended September 30, 2012, expenses increased by 41% to $23.3 million from $16.6 million for the nine months ended September 30, 2011. The increase in expenses was attributable to a $3.7 million increase in interest and other financing fees and a $3.0 million increase in general and administrative expenses. The increase in interest and other financing fees is related to (i) interest on our 2019 Senior Notes of approximately $2.8 million for the nine months ended September 30, 2012, (ii) credit facility fees and interest of approximately $0.3 million for the nine months ended September 30, 2012, and (iii) increased amortization of deferred financing fees related to costs associated with the 2019 Senior Notes partially offset by lower weighted-average rates on outstanding SBA-guaranteed debentures for the nine months ended September 30, 2012 as compared to weighted-average rates on outstanding SBA-guaranteed debentures for the nine months ended September 30, 2011. The increase in general and administrative expenses for the nine months ended September 30, 2012 was primarily related to increased salary and incentive compensation costs, as well as increased non-cash compensation expenses.
Net Investment Income
As a result of the $20.3 million increase in total investment income and the $6.7 million increase in expenses, net investment income increased by 48% to $42.1 million for the nine months ended September 30, 2012 as compared to net investment income of $28.5 million for the nine months ended September 30, 2011.
Net Increase/Decrease in Net Assets Resulting from Operations
In the nine months ended September 30, 2012 we realized a gain on the sale of one control investment of approximately $0.8 million, a gain on the sale of one affiliate investment of approximately $0.8 million, gains on the sales of four non-control/non-affiliate investments totaling approximately $3.4 million and a gain on the repayment of one non-control/non-affiliate investment totaling approximately $0.2 million. In addition, during the nine months ended September 30, 2012, we recorded net unrealized depreciation of investments totaling approximately $2.0 million, comprised of (i) unrealized appreciation on 33 investments totaling approximately $20.8 million, (ii) unrealized depreciation on 22 investments totaling approximately $19.1 million and (iii) unrealized depreciation reclassification adjustments related to the realized gains noted above totaling $3.7 million.
    
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 (i) unrealized appreciation on 27 investments totaling approximately $18.7 million, (ii) unrealized depreciation on 17 investments totaling approximately $4.8 million and (iii) $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, 2012, we recognized non-cash losses on extinguishment of debt of approximately $0.8 million related to prepayments of SBA-guaranteed debentures. In the nine months ended September 30, 2011, we recognized non-cash losses on extinguishment of debt of approximately $0.2 million related to prepayments of SBA-guaranteed debentures.

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As a result of these events, our net increase in net assets from operations was $44.5 million for the nine months ended September 30, 2012 as compared to a net increase in net assets from operations of $44.4 million for the nine months ended September 30, 2011.

Liquidity and Capital Resources
We believe that our current cash and cash equivalents on hand, our available leverage under our credit facility 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 Triangle SBIC’s assets and Triangle SBIC II’s assets pursuant to SBA guidelines, Triangle SBIC and Triangle SBIC II may be limited by provisions of the Small Business Investment Act of 1958, and SBA regulations governing SBICs, from making certain distributions to Triangle Capital Corporation that may be necessary to enable Triangle Capital Corporation to make the minimum required distributions to its stockholders and qualify as a RIC.
Cash Flows
For the nine months ended September 30, 2012, we experienced a net decrease in cash and cash equivalents in the amount of $6.8 million. During that period, our operating activities used $80.2 million in cash, consisting primarily of new portfolio investments of $228.5 million, partially offset by repayments received from portfolio companies of approximately $113.9 million. In addition, financing activities provided $73.5 million of cash, consisting primarily of proceeds from a public common stock offering of $77.1 million, net proceeds from a public offering of 2019 Senior Notes of $66.7 million and credit facility borrowings of $26.0 million partially offset by cash dividends paid in the amount of $38.1 million, repayments of SBA-guaranteed debentures of $40.8 million, and a repayment of borrowings under the credit facility of $15.0 million. At September 30, 2012, we had $60.1 million of cash and cash equivalents on hand.
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 common stock offerings of $128.7 million, 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.
Financing Transactions
Due to Triangle SBIC’s and Triangle SBIC II’s status as licensed SBICs, Triangle SBIC and Triangle SBIC 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 currently 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. As of September 30, 2012, the maximum statutory limit on the dollar amount of outstanding debentures guaranteed by the SBA issued by a single SBIC is $150.0 million and by a group of SBICs under common control is $225.0 million. Legislation is currently pending that, if passed, would increase the dollar amount of outstanding debentures guaranteed by the SBA issued by a single SBIC to $200.0 million and by a group of SBICs under common control to $350.0 million. There are no assurances as to when the legislation will be enacted by Congress, if at all, or, if enacted, what final form the legislation would take.
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, without penalty.
As of September 30, 2012, Triangle SBIC has issued $109.2 million of SBA-guaranteed debentures and has the current capacity to issue up to the statutory maximum of $150.0 million, subject to SBA approval. As of September 30, 2012, Triangle SBIC II has issued $75.0 million in face amount of SBA-guaranteed debentures. In addition to the 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 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, 2012 was 4.48%. In the three and nine months ended September 30, 2012, the Company prepaid
approximately $30.4 million and $40.8 million, respectively, of SBA-guaranteed debentures and recognized losses on extinguishment of debt of approximately $0.6 million and $0.8 million, respectively.

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In September 2012, we entered into a four-year senior secured credit facility to provide additional liquidity in support of our investment and operational activities.  The Credit Facility, which has an initial commitment of $165.0 million supported by nine financial institutions, replaced our $75.0 million senior secured credit facility, or the Prior Facility. We entered into the Prior Facility in May 2011 with an initial commitment of $50.0 million, which was increased to $75.0 million in November 2011.   

The Credit Facility has an accordion feature that allows for an increase in the total commitment size up to $215.0 million, subject to certain conditions, and also contains two one-year extension options, bringing the total potential borrowing term to six years from closing.  The Credit Facility, which is structured to operate like a revolving credit facility, is secured primarily by our assets, excluding the assets of Triangle SBIC and Triangle SBIC II.

Borrowings under the Credit Facility bear interest, subject to our 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%.  We pay a commitment fee of 0.375% per annum on undrawn amounts, which is included with interest and other financing fees on our Consolidated Statement of Operations. Borrowings under the Credit Facility are also limited to a borrowing base, which includes certain cash and a portion of eligible debt investments. As of September 30, 2012, we had $26.0 million in borrowings outstanding under the Credit Facility with an interest rate of 3.2%. As of December 31, 2011, we had $15.0 million in borrowings outstanding under the Prior Facility with an interest rate of 5.2%. 

As with the Prior Facility, the Credit Facility contains certain affirmative and negative covenants, including but not limited to (i) maintaining a minimum interest coverage ratio, (ii) maintaining minimum consolidated tangible net worth and (iii) maintaining its status as a regulated investment company and as a BDC. As of September 30, 2012, we were in compliance with all covenants of the Credit Facility.
In March 2012, we issued $69.0 million of 2019 Senior Notes. The 2019 Senior Notes mature on March 15, 2019, and may be redeemed in whole or in part at any time or from time to time at our option on or after March 15, 2015. The 2019 Senior Notes bear interest at a rate of 7.00% per year payable quarterly on March 15, June 15, September 15 and December 15 of each year, beginning June 15, 2012. The net proceeds from the sale of the 2019 Senior Notes, after underwriting discounts and offering expenses, were approximately $66.7 million.
The indenture relating to the 2019 Senior Notes contains certain covenants, including but not limited to (i) a requirement that we comply with the asset coverage requirements of the 1940 Act or any successor provisions, and (ii) to provide financial information to the holders of the 2019 Senior Notes and the trustee under the indenture if we should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934.
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 have historically met our minimum distribution requirements and continually monitor our distribution requirements with the goal of ensuring compliance with the Code. We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and our ability to make distributions will be limited by the asset coverage requirements under the 1940 Act.
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 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 (i) PIK

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interest income and (ii) 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, or 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, the market continues to remain volatile due to the uncertainty surrounding the United States’ rapidly increasing national debt, European economic conditions, the automatic federal spending reductions, expiration of tax cuts at year-end and continuing global economic malaise, causing these conditions to possibly reoccur in the future and continue for a prolonged period of time. Although we have been able to secure access to additional liquidity, including our recent public offerings of common stock and debt securities, increased leverage available through the SBIC program as a result of the Stimulus Bill and our $165.0 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 2012, we invested $14.5 million in subordinated debt and equity of Performance Health and Wellness Holdings, Inc. and subsidiaries (“Performance Health”). Performance Health designs, manufactures and markets rehabilitation and wellness products. Under the terms of the investment, Performance Health will pay interest on the subordinated debt at a rate of 13.0% per annum.
In October 2012, we filed a prospectus supplement pursuant to which $70.0 million in aggregate principal amount of 6.375% senior unsecured notes due 2022, or the 2022 Senior Notes, were offered.  The 2022 Senior Notes will mature on December 15, 2022, and may be redeemed in whole or in part at any time or from time to time at our option on or after December 15, 2015.  The 2022 Senior Notes bear interest at a rate of 6.375% per year payable quarterly on March 15, June 15, September 15 and December 15 of each year, beginning December 15, 2012.  We also granted the underwriters a 30-day option to purchase up to an additional $10.5 million in aggregate principal amount of 2022 Senior Notes to cover over-allotments, if any.  Pursuant to this offering, $70.0 million of the 2022 Senior Notes were sold and delivered on October 19, 2012 and $10.5 million of the 2022 Senior Notes were sold and delivered on November 6, 2012, resulting in total net proceeds to us, after underwriting discounts and offering expenses, of approximately $77.8 million. On October 29, 2012, a portion of the proceeds was used to repay $26.0 million in borrowings outstanding under the Credit Facility.

Critical Accounting Policies and Use of Estimates
The preparation of our unaudited financial statements in accordance with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods covered by such financial statements. We have identified investment valuation and revenue recognition as our most critical accounting estimates. On an on-going basis, we evaluate our estimates, including those related to the matters described below. These estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions or conditions. A discussion of our critical accounting policies follows.
Investment Valuation
The most significant estimate inherent in the preparation of our financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded. We have established and documented

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processes and methodologies for determining the fair values of portfolio company investments on a recurring basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures, or ASC Topic 820. Under ASC Topic 820, a financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. The three levels of valuation inputs established by ASC Topic 820 are as follows:
Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Inputs – 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 – include inputs that are unobservable and significant to the fair value measurement.
Our investment portfolio is comprised of debt and equity instruments of privately held companies for which quoted prices or other inputs falling within the categories of Level 1 and Level 2 are not available. Therefore, we determine the fair value of our investments in good faith using level 3 inputs, pursuant to a valuation policy and process that is established by our management with the assistance of certain third-party advisors and subsequently approved by our Board of Directors. There is no single standard for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of our investments may differ significantly from fair values that would have been used had an active market for the securities existed. 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.
Our valuation process is led by our executive officers and managing directors. The valuation process begins with a quarterly review of each investment in our investment portfolio by our executive officers and our investment committee. Valuations of each portfolio security are then prepared by our investment professionals, who have direct responsibility for the origination, management and monitoring of each investment. Under our valuation policy, each investment valuation is subject to (i) a review by the lead investment officer responsible for the portfolio company investment and (ii) a peer review by a second investment officer or executive officer. Generally, any investment that is valued below cost is subjected to review by one of our executive officers. After the peer review is complete, we engage two independent valuation firms, Duff & Phelps, LLC and Lincoln Partners Advisors LLC (collectively, the “Valuation Firms”), to provide third-party reviews of certain investments, as described further below. In addition, all investment valuations are provided to our independent registered public accounting firm in connection with quarterly review procedures and the annual audit of our financial statements. Finally, the Board of Directors has the responsibility for reviewing and approving, in good faith, the fair value of our investments in accordance with the 1940 Act.
The Valuation Firms provide third party valuation consulting services to us which consist of certain limited procedures that we identified and requested the Valuation Firms to perform (hereinafter referred to as the “Procedures”). The Procedures are performed with respect to 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, the Procedures are generally performed with respect to 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 the Valuation Firms to perform the Procedures on one or more portfolio companies. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio.
The total number of investments and the percentage of our portfolio on which the Procedures were performed are summarized below by period:
For the quarter ended:
Total
companies
 
Percent of total
investments at
fair value(1)
March 31, 2011
11
 
34%
June 30, 2011
13

26%
September 30, 2011
11

31%
December 31, 2011
12

22%
March 31, 2012
10

19%
June 30, 2012
14

21%
September 30, 2012
16

33%
(1)
Exclusive of the fair value of new investments made during the quarter.

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Upon completion of the Procedures, the Valuation Firms concluded that, with respect to each investment reviewed by each Valuation Firm, the fair value of those investments subjected to the Procedures appeared reasonable. Our Board of Directors is ultimately responsible for determining the fair value of our investments in good faith.
Investment Valuation Inputs
Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. For our portfolio securities, fair value is generally the amount that we might reasonably expect to receive upon the current sale of the security. Under ASC Topic 820, the fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. Under ASC Topic 820, if no market for the security exists or if we do not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market. The securities in which we invest are generally only purchased and sold in merger and acquisition transactions, in which case the entire portfolio company is sold to a third-party purchaser. As a result, unless we have the ability to control such a transaction, the assumed principal market for our securities is a hypothetical secondary market. The level 3 inputs to our valuation process reflect management’s best estimate of the assumptions that would be used by market participants in pricing the investment in a transaction in a hypothetical secondary market.
Enterprise Value Waterfall Approach
In valuing equity securities (including warrants), we estimate fair value using an “Enterprise Value Waterfall” valuation model. We estimate the enterprise value of a portfolio company and then allocate the enterprise value to the portfolio company’s securities in order of their relative liquidation preference. In addition, the model assumes that any outstanding debt or other securities that are senior to our equity securities are required to be repaid at par. Additionally, the Company estimates the fair value of a limited number of its debt securities using the Enterprise Value Waterfall approach in cases where the Company does not expect to receive full repayment.
To estimate the enterprise value of the portfolio company, we primarily use a valuation model based on a transaction multiple, which generally is the original transaction multiple, and measures of the portfolio company’s financial performance. In addition, we consider other factors, including but not limited to (i) offers from third-parties to purchase the portfolio company, (ii) the implied value of recent investments in the equity securities of the portfolio company, (iii) publicly available information regarding recent sales of private companies in comparable transactions and, (iv) when management believes there are comparable companies that are publicly traded, we perform a review of these publicly traded companies and the market multiple of their equity securities.
The significant Level 3 inputs to the Enterprise Value Waterfall model are (i) an appropriate transaction multiple and (ii) a measure of the portfolio company’s financial performance, which generally is either earnings before interest, taxes, depreciation and amortization, as adjusted, or Adjusted EBITDA, or revenues. Such inputs can be based on historical operating results, projections of future operating results, or a combination thereof. The operating results of a portfolio company may be unaudited, projected or pro forma financial information and may require adjustments for certain non-recurring items. In determining the operating results input, we utilize the most recent portfolio company financial statements and forecasts available as of the valuation date. Management also consults with the portfolio company’s senior management to obtain updates on the portfolio company’s performance, including information such as industry trends, new product development, loss of customers 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;
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;

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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.
Fair value measurements using the Enterprise Value Waterfall model can be sensitive to significant changes in one or more of the inputs. A significant increase in either the transaction multiple, Adjusted EBITDA or revenues for a particular equity security would result in a higher fair value for that security.
Income Approach
In valuing debt securities, we utilize an “Income Approach” model that considers factors including, but not limited to, (i) the stated yield on the debt security, (ii) the portfolio company’s current trailing twelve months, or TTM Adjusted EBITDA as compared to the portfolio company’s historical or projected Adjusted EBITDA as of the date the investment was made and the portfolio company’s anticipated Adjusted EBITDA for the next twelve months of operations, (iii) the portfolio company’s current Leverage Ratio (defined as the portfolio company’s total indebtedness divided by Adjusted EBITDA) as compared to its Leverage Ratio 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 addition, we 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. This risk rating system covers both qualitative and quantitative aspects of the business and the securities held.
We consider the factors above, particularly any significant changes in the portfolio company’s results of operations and leverage, and develop an expectation of the yield that a hypothetical market participant would require when purchasing the debt investment (the “Required Rate of Return”). The Required Rate of Return, along with the Leverage Ratio and Adjusted EBITDA are the significant Level 3 inputs to the Income Approach model. For investments where the Leverage Ratio and Adjusted EBITDA have not fluctuated significantly from the date the investment was made or have not fluctuated significantly from management’s expectations as of the date the investment was made, and where there have been no significant fluctuations in the market pricing for such investments, we may conclude that the Required Rate of Return is equal to the stated rate on the investment and therefore, the debt security is appropriately priced. In instances where we determine that the Required Rate of Return is different from the stated rate on the investment, we discount the contractual cash flows on the debt instrument using the Required Rate of Return in order to estimate the fair value of the debt security.
Fair value measurements using the Income Approach model can be sensitive to significant changes in one or more of the inputs. A significant increase (decrease) in the Required Rate of Return or Leverage Ratio inputs for a particular debt security may result in a lower (higher) fair value for that security. A significant increase (decrease) in the Adjusted EBITDA input for a particular debt security may result in a higher (lower) fair value for that security.
The fair value of our royalty rights are calculated based on specific provisions contained in the pertinent operating or royalty agreements. The determination of the fair value of such royalty rights is not a significant component of our valuation process.
Revenue Recognition
Interest and Dividend Income
Interest income, adjusted for amortization of premium and accretion of original issue discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. 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.
We may have to include in our ICTI, interest income, including amortization of original issue discount, or OID, 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 to maintain our RIC status, even though we will not have received and may not ever receive any corresponding cash amount. Additionally, any

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loss recognized by us for federal income tax purposes on previously accrued interest income will be treated as a capital loss.
Fee Income
Origination, facility, commitment, consent and other advance fees received in connection with loan agreements, or “loan origination fees,” are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized loan origination fees are recognized as investment income. 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, certain investment banking and structuring fees 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. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to us in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.
To maintain our status as a RIC, PIK interest, which is a non-cash source of income, is included in our taxable income and therefore affects the amount we are required to pay 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 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.
Recently Issued Accounting Standards
In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurements (Topic 820), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, or ASU 2011-04. ASU 2011-04 clarifies the application of existing fair value measurement and disclosure requirements, changes the application of some requirements for measuring fair value and requires additional disclosure for fair value measurements categorized in Level 3 of the fair value hierarchy. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011. We adopted this standard on January 1, 2012. The adoption of ASU 2011-04 did not have a material impact on our process for measuring fair values or on our financial statements, other than the inclusion of additional required disclosures.
Off-Balance Sheet Arrangements
We currently have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.
During 2011 and the first nine months of 2012, the United States economy continued to show modest improvements; however, the financial markets have experienced increased volatility and economic indicators suggested a further slowdown of the United States and European economies 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 2010, we experienced a $10.9 million increase in the fair value of our investment portfolio related to unrealized appreciation of investments. In 2011, we experienced a $6.4 million increase in the fair value of our investment portfolio related to unrealized appreciation of investments and in the first nine months of 2012, we experienced a $2.0 million decrease in the fair value of our investment portfolio related to unrealized depreciation of investments.

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As of September 30, 2012, the fair value of our non-accrual assets was approximately $2.5 million, which comprised approximately 0.4% of the total fair value of our portfolio, and the cost of our non-accrual assets was approximately $9.4 million, or 1.5% of the total cost of our portfolio.
In addition to our non-accrual assets, as of September 30, 2012, we had debt investments in two portfolio companies (our subordinated notes to Home Physicians and Venture Technology Groups, Inc.) that are on non-accrual only with respect to the PIK interest component of the loans. As of September 30, 2012, the fair value of these debt investments was approximately $9.0 million, or 1.4% of the total fair value of our portfolio and the cost of these assets was approximately $17.4 million, or 2.8% of the total cost of our portfolio.
The volatile 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 the 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.
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, 2012, we were not a party to any hedging arrangements.
As of September 30, 2012, approximately 97.4%, or $546.4 million (at cost) of our debt portfolio investments bore interest at fixed rates and approximately 2.6%, or $14.7 million (at cost) 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 $0.3 million on an annual basis. All of our pooled SBA-guaranteed debentures and our 2019 Senior Notes bear interest at fixed rates. Our Credit Facility bears interest, subject to our 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%. 
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.

Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act 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.

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Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the third quarter of 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.
Neither Triangle Capital Corporation nor any of its subsidiaries is currently a party to any material pending legal proceedings.

Item 1A. Risk Factors.
In addition to the risk below and 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, 2011, which could materially affect our business, financial condition or operating results. The risks described herein and in our Annual Report on Form 10-K 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.
Pending legislation may allow us to incur additional leverage.

As a BDC, under the 1940 Act generally we are not permitted to incur indebtedness unless immediately after such borrowing we have an asset coverage for total borrowings of at least 200% (i.e., the amount of debt may not exceed 50% of the value of our assets). Recent legislation introduced in the U.S. House of Representatives, if passed, would modify this section of the 1940 Act and increase the amount of debt that business development companies may incur by modifying the percentage from 200% to 150%. As a result, we may be able to incur additional indebtedness in the future and therefore your risk of an investment in us may increase.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
None.

Item 3. Defaults Upon Senior Securities.
Not applicable.

Item 4. Mine Safety Disclosures.
Not applicable.

Item 5. Other Information.
Not applicable.


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Item 6. Exhibits.
Number
Exhibit
 
 
3.1
Articles of Amendment and Restatement of the Registrant (Filed as Exhibit (a)(3) to the Registrant’s Registration Statement on Form N-2/N-5 (File No. 333-138418) filed with the Securities and Exchange Commission on December 29, 2006 and incorporated herein by reference).
 
 
3.2
Third Amended and Restated Bylaws of the Registrant (Filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2011 and incorporated herein by reference).
 
 
4.1
Form of Common Stock Certificate (Filed as Exhibit (d) to the Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on Form N-2/N-5 (File No. 333-138418) filed with the Securities and Exchange Commission on February 15, 2007 and incorporated herein by reference).
 
 
4.2
Triangle Capital Corporation Dividend Reinvestment Plan (Filed as Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission on March 12, 2008 and incorporated herein by reference).
 
 
4.3
Agreement to Furnish Certain Instruments (Filed as Exhibit 4.19 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission on February 25, 2009 and incorporated herein by reference).
 
 
4.4
Indenture, dated March 2, 2012 between the Registrant and the Bank of New York Mellon Trust Company, N.A. (Filed as Exhibit (d)(5) to the Registrant’s Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 filed with the Securities and Exchange Commission on March 2, 2012 and incorporated herein by reference).
 
 
4.5
First Supplemental Indenture, dated March 2, 2012 between the Registrant and the Bank of New York Mellon Trust Company, N.A. (Filed as Exhibit (d)(6) to the Registrant’s Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 filed with the Securities and Exchange Commission on March 2, 2012 and incorporated herein by reference).
 
 
4.6
Form of 7.00% Senior Note due 2019 (Contained in the First Supplemental Indenture filed as Exhibit (d)(6) to the Registrant’s Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 filed with the Securities and Exchange Commission on March 2, 2012 and incorporated herein by reference).
 
 
4.7
Second Supplemental Indenture, dated October 19, 2012 between the Registrant and the Bank of New York Mellon Trust Company, N.A. (Filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 19, 2012 and incorporated herein by reference).
 
 
4.8
Form of 6.375% Senior Note due 2022 (Contained in the Second Supplemental Indenture filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 19, 2012 and incorporated herein by reference).
 
 
10.1
Amended and Restated Credit Agreement, dated September 18, 2012, among the Registrant, Branch Banking and Trust Company, Fifth Third Bank, Morgan Stanley Bank, N.A., ING Capital LLC, Stifel Financial Corporation, First Tennessee Bank National Association, Park Sterling Bank, Raymond James Bank, N.A. and CapStone Bank (Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2012 and incorporated herein by reference).
 
 
31.1
Chief Executive Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
 
 
31.2
Chief Financial Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
 
 
32.1
Chief Executive Officer Certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
 
 
32.2
Chief Financial Officer Certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

*
Filed Herewith.
**
Furnished Herewith.


45

Table of Contents

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.

 
 
TRIANGLE CAPITAL CORPORATION
 
 
 
 
Date:
November 7, 2012
 
/s/    Garland S. Tucker, III
 
 
 
Garland S. Tucker, III
 
 
 
President, Chief Executive Officer and
 
 
 
Chairman of the Board of Directors
 
 
 
 
Date:
November 7, 2012
 
/s/    Steven C. Lilly
 
 
 
Steven C. Lilly
 
 
 
Chief Financial Officer and Director
 
 
 
 
Date:
November 7, 2012
 
/s/    C. Robert Knox, Jr.
 
 
 
C. Robert Knox, Jr.
 
 
 
Principal Accounting Officer


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Table of Contents

EXHIBIT INDEX

Number
Exhibit
 
 
3.1
Articles of Amendment and Restatement of the Registrant (Filed as Exhibit (a)(3) to the Registrant’s Registration Statement on Form N-2/N-5 (File No. 333-138418) filed with the Securities and Exchange Commission on December 29, 2006 and incorporated herein by reference).
 
 
3.2
Third Amended and Restated Bylaws of the Registrant (Filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2011 and incorporated herein by reference).
 
 
4.1
Form of Common Stock Certificate (Filed as Exhibit (d) to the Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on Form N-2/N-5 (File No. 333-138418) filed with the Securities and Exchange Commission on February 15, 2007 and incorporated herein by reference).
 
 
4.2
Triangle Capital Corporation Dividend Reinvestment Plan (Filed as Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission on March 12, 2008 and incorporated herein by reference).
 
 
4.3
Agreement to Furnish Certain Instruments (Filed as Exhibit 4.19 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission on February 25, 2009 and incorporated herein by reference).
 
 
4.4
Indenture, dated March 2, 2012 between the Registrant and the Bank of New York Mellon Trust Company, N.A. (Filed as Exhibit (d)(5) to the Registrant’s Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 filed with the Securities and Exchange Commission on March 2, 2012 and incorporated herein by reference).
 
 
4.5
First Supplemental Indenture, dated March 2, 2012 between the Registrant and the Bank of New York Mellon Trust Company, N.A. (Filed as Exhibit (d)(6) to the Registrant’s Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 filed with the Securities and Exchange Commission on March 2, 2012 and incorporated herein by reference).
 
 
4.6
Form of 7.00% Senior Note due 2019 (Contained in the First Supplemental Indenture filed as Exhibit (d)(6) to the Registrant’s Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 filed with the Securities and Exchange Commission on March 2, 2012 and incorporated herein by reference).
 
 
4.7
Second Supplemental Indenture, dated October 19, 2012 between the Registrant and the Bank of New York Mellon Trust Company, N.A. (Filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 19, 2012 and incorporated herein by reference).
 
 
4.8
Form of 6.375% Senior Note due 2022 (Contained in the Second Supplemental Indenture filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 19, 2012 and incorporated herein by reference).
 
 
10.1
Amended and Restated Credit Agreement, dated September 18, 2012, among the Registrant, Branch Banking and Trust Company, Fifth Third Bank, Morgan Stanley Bank, N.A., ING Capital LLC, Stifel Financial Corporation, First Tennessee Bank National Association, Park Sterling Bank, Raymond James Bank, N.A. and CapStone Bank (Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2012 and incorporated herein by reference).
 
 
31.1
Chief Executive Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
 
 
31.2
Chief Financial Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
 
 
32.1
Chief Executive Officer Certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
 
 
32.2
Chief Financial Officer Certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

*
Filed Herewith.
**
Furnished Herewith.



47