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Oxford Square Capital Corp. - Quarter Report: 2014 June (Form 10-Q)

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



 

FORM 10-Q



 

 
(Mark One)     
x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2014

 
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 0-50398



 

TICC CAPITAL CORP.

(Exact name of registrant as specified in its charter)



 

 
MARYLAND   20-0188736
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

8 SOUND SHORE DRIVE, SUITE 255
GREENWICH, CONNECTICUT 06830

(Address of principal executive office)

(203) 983-5275

(Registrant’s telephone number, including area code)



 

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 x No o

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 
Large accelerated filer o   Accelerated filer x
Non-accelerated filer o   Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The number of shares of the issuer’s common stock, $0.01 par value, outstanding as of August 7, 2014 was 60,267,093.

 

 


 
 

TABLE OF CONTENTS

TICC CAPITAL CORP.

TABLE OF CONTENTS

 
PART I. FINANCIAL INFORMATION     1  

Item 1.

Financial Statements (Unaudited)

    1  
Consolidated Statements of Assets and Liabilities as of June 30, 2014 and December 31, 2013     1  
Consolidated Schedule of Investments as of June 30, 2014     2  
Consolidated Schedule of Investments as of December 31, 2013     7  
Consolidated Statements of Operations for the three and six months ended June 30, 2014 and 2013     12  
Consolidated Statements of Changes in Net Assets for the six months ended June 30, 2014 and for the year ended December 31, 2013     13  
Consolidated Statements of Cash Flows for the six months ended June 30, 2014
and 2013
    14  
Notes to Consolidated Financial Statements     15  

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

    41  
Cautionary Statements Regarding Forward-Looking Statements     41  
Overview     42  
Critical Accounting Policies     43  
Portfolio Composition and Investment Activity     49  
Liquidity and Capital Resources     66  
Recent Developments     70  

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

    70  

Item 4.

Controls and Procedures

    71  
PART II. OTHER INFORMATION     72  

Item 1.

Legal Proceedings

    72  

Item 1A.

Risk Factors

    72  

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

    72  

Item 3.

Defaults Upon Senior Securities

    72  

Item 4.

Mine Safety Disclosures

    72  

Item 5.

Other Information

    72  

Item 6.

Exhibits

    73  
SIGNATURES     75  

i


 
 

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

TICC CAPITAL CORP.
 
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(unaudited)

   
  June 30,
2014
  December 31,
2013
ASSETS
                 
Non-affiliated/non-control investments (cost: $950,865,080 @ 6/30/14; $901,728,071 @ 12/31/13)   $ 965,358,205     $ 915,546,744  
Affiliated investments (cost: $4,166,699 @ 6/30/14; $0 @ 12/31/13)     4,183,399       0  
Control investments (cost: $16,900,000 @ 6/30/14; $16,900,000 @ 12/31/13)     15,310,000       16,050,000  
Total investments at fair value (cost: $971,931,779 @ 6/30/14; $918,628,071 @ 12/31/13)     984,851,604       931,596,744  
Cash and cash equivalents     18,095,424       14,933,074  
Restricted cash     44,447,219       32,428,248  
Deferred debt issuance costs     7,358,099       7,985,580  
Interest and distributions receivable     10,969,146       11,133,972  
Securities sold not settled     2,226,747        
Other assets     249,851       88,122  
Total assets     1,068,198,090     $ 998,165,740  
LIABILITIES
                 
Accrued interest payable   $ 2,548,702     $ 2,596,893  
Investment advisory fee payable to affiliate     6,871,124       7,144,480  
Accrued capital gains incentive fee to affiliate     837,963       3,872,853  
Securities purchased not settled     20,890,000       6,994,852  
Accrued expenses     846,203       637,896  
Notes payable – TICC CLO LLC, net of discount     100,119,968       100,041,226  
Notes payable – TICC CLO 2012-1 LLC, net of discount     235,853,314       235,635,114  
Convertible senior notes payable     115,000,000       115,000,000  
Total liabilities     482,967,274       471,923,314  
COMMITMENTS AND CONTINGENCIES (Note 14)
                 
NET ASSETS
                 
Common stock, $0.01 par value, 100,000,000 shares authorized, and 60,267,093 and 53,400,745 issued and outstanding, respectively     602,671       534,007  
Capital in excess of par value     628,766,245       561,336,766  
Net unrealized appreciation on investments     12,919,825       12,968,673  
Accumulated net realized losses on investments     (54,169,239 )      (45,439,234 ) 
Distributions in excess of investment income     (2,888,686 )      (3,157,786 ) 
Total net assets     585,230,816       526,242,426  
Total liabilities and net assets   $ 1,068,198,090     $ 998,165,740  
Net asset value per common share   $ 9.71     $ 9.85  

 
 
See Accompanying Notes.

1


 
 

TABLE OF CONTENTS

TICC CAPITAL CORP.
 
CONSOLIDATED SCHEDULE OF INVESTMENTS
JUNE 30, 2014
(unaudited)

           
COMPANY(1)   INDUSTRY   INVESTMENT   PRINCIPAL
AMOUNT
  COST   FAIR
VALUE(2)
  % OF
NET
ASSETS
Senior Secured Notes
                                                     
ABB/Con Cise Optical Group     retail       tranche B term loan(4)(5)(6)(10)
(4.50%, due February 06, 2019)
    $ 6,558,659     $ 6,527,902     $ 6,534,064           
Algorithmic Implementations, Inc.
(d/b/a “Ai Squared”)
    software       senior secured notes(4)(5)(6)
(9.84%, due September 11, 2016)
      13,900,100       13,900,000       13,900,000           
Aricent Technologies, Inc.     telecommunication services       first lien senior secured notes(4)(5)(9)(10)
(5.50%, due April 14, 2021)
      10,000,000       9,926,298       10,112,500           
                second lien senior secured notes(4)(5)
(9.50%, due April 14, 2022)
      18,000,000       17,969,807       18,000,000           
ARSLOANE Intermediate, LLC
(F/K/A “Pitney Bowes Management Services, Inc.”)
    printing and publishing       first lien senior secured notes(4)(5)(6)(9)(10)
(7.50%, due October 01, 2019)
      15,880,000       15,781,012       16,038,800           
Ascensus, Inc.     financial intermediaries       senior secured notes(4)(5)(6)(10)
(5.00%, due December 02, 2019)
      9,450,006       9,465,845       9,461,819           
                second lien senior secured notes(4)(5)(9)
(9.00%, due December 02, 2020)
      2,000,000       1,972,424       2,035,000           
Attachmate Corporation     enterprise software       senior secured notes(4)(5)(6)(9)(10)
(7.25%, due November 22, 2017)
      6,514,150       6,423,021       6,560,270           
                second lien senior secured notes(4)(5)(6)(9)(10)
(11.00%, due November 22, 2018)
      17,514,795       17,311,017       17,689,943           
Blue Coat System, Inc.     software       second lien senior secured notes(4)(5)
(9.50%, due June 28, 2020)
      15,000,000       14,865,290       15,187,500           
BMC Software Finance, Inc.     business services       first lien senior secured notes(4)(5)(6)(9)
(5.00%, due September 10, 2020)
      4,975,000       4,992,815       4,963,607           
Compucom Systems, Inc.     IT outsourcing       first lien senior secured notes(4)(5)(6)(10)
(4.25%, due May 09, 2020)
      6,678,230       6,649,225       6,611,448           
ConvergeOne Holdings Corp.     business services       first lien senior secured notes(4)(5)(9)(10)
(6.00%, due June 17, 2020)
      16,000,000       15,940,452       15,946,720           
                second lien senior secured notes(4)(5)
(9.00%, due June 17, 2021)
      3,000,000       2,970,169       2,985,000           
CRCI Holdings, Inc.     utilities       first lien senior secured notes(4)(5)(6)(9)(10)
(5.00%, due July 10, 2019)
      7,691,875       7,653,222       7,499,578           
CT Technologies Intermediate     healthcare       second lien senior secured notes(4)(5)
(9.25%, due October 04, 2020)
      6,500,000       6,643,073       6,524,375           
Dell International LLC     enterprise software       term B senior secured notes(4)(6)(9)
(4.50%, due April 29, 2020)
      3,989,975       3,989,975       4,008,129           
Deltek Systems, Inc.     enterprise software       first lien senior secured notes(4)(5)(6)(10)
(4.50%, due October 10, 2018)
      4,580,250       4,558,457       4,606,953           
                second lien senior secured notes(4)(5)
(10.00%, due October 10, 2019)
      10,000,000       9,895,013       10,187,500           
Edmentum, Inc.
(F/K/A “Plato, Inc.”)
    education       first lien senior secured notes(4)(5)(6)(9)(10)
(5.50%, due May 17, 2018)
      6,541,680       6,483,068       6,549,857           
First American Payment Systems     financial intermediaries       first lien senior secured notes(4)(5)(6)(10)
(5.75%, due October 04, 2018)
      3,256,000       3,265,232       3,260,070           
                second lien senior secured notes(4)(5)(9)(10)
(10.75%, due April 12, 2019)
      15,000,000       14,760,061       15,112,500           
First Data Corporation     financial intermediaries       first lien senior secured notes(4)(5)(9)(10)
(4.15%, due March 24, 2021)
      16,050,721       16,003,720       16,070,784           
                tranche B term loan(4)(5)(9)(10)
(4.15%, due September 24, 2018)
      880,952       880,952       881,577           
GlobalLogic Holdings Inc.     business services       first lien senior secured notes(4)(5)(6)(9)(10)
(6.25%, due June 02, 2019)
      17,412,500       17,327,952       17,029,425           
Global Tel Link Corp     telecommunication services       first lien senior secured notes(4)(5)(6)(9)
(5.00%, due May 23, 2020)
      4,610,553       4,588,715       4,586,071           
       telecommunication services       second lien senior secured notes(4)(5)
(9.00%, due November 23, 2020)
      13,000,000       12,857,017       12,902,500           
Harvard Drug Group, LLC     pharmaceutical       senior secured notes(4)(5)(6)(10)
(5.00%, due October 29, 2019)
      3,473,750       3,473,539       3,486,950           

(Continued on next page)

 
 
See Accompanying Notes.

2


 
 

TABLE OF CONTENTS

TICC CAPITAL CORP.
 
CONSOLIDATED SCHEDULE OF INVESTMENTS – (Continued)
JUNE 30, 2014
(unaudited)

           
COMPANY(1)   INDUSTRY   INVESTMENT   PRINCIPAL
AMOUNT
  COST   FAIR
VALUE(2)
  % OF
NET
ASSETS
Senior Secured Notes – (continued)
                                                     
Healogics, Inc.
(F/K/A “National Healing Corp.”)
    healthcare       senior secured notes(4)(5)(6)(10)
(5.25%, due February 05, 2019)
    $ 3,291,667     $ 3,278,412     $ 3,295,782           
                second lien senior secured notes(4)(5)(10)
(9.25%, due February 05, 2020)
      4,000,000       3,965,976       4,076,680           
Help/Systems Holdings, Inc.     software       senior secured notes(4)(5)(6)(9)(10)(14)
(5.50%, due June 28, 2019)
      14,887,500       14,755,390       14,794,453           
                second lien senior secured notes(4)(5)(14)
(9.50%, due June 28, 2020)
      15,000,000       14,796,626       15,000,000           
HHI Holdings LLC     auto parts manufacturer       senior secured notes(4)(5)(6)(10)
(5.00%, due October 05, 2018)
      5,997,736       5,962,952       6,039,000           
iEnergizer Limited     printing and publishing       first lien senior secured notes(4)(5)(6)(10)(11)
(7.25%, due May 01, 2019)
      7,200,000       7,073,052       7,192,800           
Immucor, Inc.     healthcare       senior secured term B notes(4)(5)(6)(9)
(5.00%, due August 19, 2018)
      4,377,260       4,272,583       4,392,318           
Integra Telecom Holdings, Inc     telecommunication services       first lien senior secured notes(4)(5)(6)(9)(10)
(5.25%, due February 22, 2019)
      7,386,500       7,344,302       7,425,279           
                second lien senior secured notes(4)(5)
(9.75%, due February 22, 2020)
      8,850,000       8,899,419       8,997,530           
Jackson Hewitt Tax Service, Inc.     consumer services       first lien senior secured notes(4)(5)(6)(9)(10)
(10.00%, due October 16, 2017)
      20,682,892       20,073,677       20,527,770           
JHCI Holdings, Inc.     logistics       first lien senior secured notes(4)(5)(6)(10)
(7.00%, due July 11, 2019)
      8,419,091       8,393,827       8,461,186           
Knowledge Universe Education     education       first lien senior secured notes(4)(5)(6)(10)
(5.25%, due March 18, 2021)
      4,987,500       4,963,053       5,049,844           
Merrill Communications, LLC     printing and publishing       first lien senior secured notes(4)(5)(6)(9)(10)
(5.75%, due March 08, 2018)
      15,722,426       15,704,734       15,977,915           
NAB Holdings, LLC     financial intermediaries       first lien senior secured notes(4)(5)(6)(9)(10)
(4.75%, due May 21, 2021)
      16,000,000       15,881,495       16,040,000           
New Breed Logistics     logistics       senior secured term B notes(4)(5)(6)(9)(10)
(6.00%, due October 01, 2019)
      15,757,140       15,763,669       15,776,836           
Nextag, Inc.     retail       senior secured notes(3)(9)(10)
(9.25%, due June 04, 2019)
      2,162,697       2,162,697       2,162,697           
Packaging Coordinators, Inc.     packaging and containers       first lien senior secured notes(4)(5)(6)(10)
(5.50%, due May 10, 2020)
      4,962,500       4,940,865       4,950,094           
Presidio IS Corp.     business services       senior secured notes(4)(5)(6)(9)(10)
(5.00%, due March 31, 2017)
      9,546,466       9,523,795       9,582,265           
RBS Holding Company     printing and publishing       second lien senior secured notes(3)(4)(5)(6)(9)
(Cash 8.25%/1.25% PIK, due
March 23, 2017)
      22,703,183       11,753,661       15,438,164           
Recorded Books, Inc.
(F/K/A “Volume Holdings, Inc.”)
    printing and publishing       senior secured notes(4)(5)(6)(9)(10)
(5.25%, due January 31, 2020)
      7,900,000       7,824,173       7,860,500           
Renfro Corporation     clothing       senior secured notes(4)(5)(6)(9)(10)
(5.75%, due January 30, 2019)
      4,608,333       4,632,438       4,598,241           
Safenet, Inc.     software       first lien senior secured notes(4)(5)(6)(9)(10)
(5.50%, due March 05, 2020)
      9,975,000       9,879,303       9,975,000           
SCS Holdings I Inc.
(Sirius Computer Solutions, Inc.)
    electronics       first lien senior secured notes(4)(5)(6)(9)
(7.00%, due December 07, 2018)
      3,571,635       3,542,224       3,616,280           
Securus Technologies, Inc.     telecommunication services       first lien senior secured notes(4)(5)(6)(9)
(4.75%, due April 30, 2020)
      3,970,002       3,935,767       3,983,222           
                second lien senior secured notes(4)(5)
(9.00%, due April 30, 2021)
      6,400,000       6,371,248       6,480,000           
Sesac Holdco II LLC     radio and television       first lien senior secured notes(4)(5)(6)(9)(10)
(5.00%, due February 08, 2019)
      14,540,928       14,559,150       14,622,793           
Serena Software Inc.     enterprise software       first lien senior secured notes(4)(5)(9)(10)
(7.50%, due April 14, 2020)
      20,000,000       19,609,001       20,150,000           
Source Hov, LLC     business services       first lien senior secured notes(4)(6)(10)
(5.25%, due April 30, 2018)
      4,752,000       4,751,469       4,777,756           
                second lien senior secured notes(4)(5)(10)
(8.75%, due April 30, 2019)
      11,000,000       11,176,208       11,082,500           

(Continued on next page)

 
 
See Accompanying Notes.

3


 
 

TABLE OF CONTENTS

TICC CAPITAL CORP.
 
CONSOLIDATED SCHEDULE OF INVESTMENTS – (Continued)
JUNE 30, 2014
(unaudited)

           
COMPANY(1)   INDUSTRY   INVESTMENT   PRINCIPAL
AMOUNT
  COST   FAIR
VALUE(2)
  % OF
NET
ASSETS
Senior Secured Notes – (continued)
                                                     
Sportsman's Warehouse Holdings     retail       first lien senior secured notes(4)(5)(6)(9)(10)(11)
(7.25%, due July 11, 2019)
    $ 10,208,777     $ 10,121,761     $ 10,310,865           
STG-Fairway Acquistions     business services       first lien senior secured notes(4)(5)(6)(9)(10)
(6.25%, due February 28, 2019)
      9,257,861       9,181,679       9,223,144           
Stratus Technologies, Inc.     computer hardware       first lien senior secured notes(4)(5)(9)(10)
(6.00%, due April 28, 2021)
      21,000,000       20,808,650       21,013,230           
Sumtotal Systems, Inc.     business services       first lien senior secured notes(4)(5)(6)(9)
(6.25%, due November 16, 2018)
      4,654,730       4,618,401       4,538,362           
                second lien senior secured notes(4)(5)(10)
(10.25%, due May 16, 2019)
      11,250,000       11,064,950       10,940,625           
Symphony Teleca Services Inc.     business services       first lien senior secured notes(4)(5)(6)(9)(10)
(5.75%, due August 04, 2019)
      16,000,000       15,840,000       15,840,000           
Teleguam Holdings LLC     telecommunication services       second lien senior secured notes(4)(5)(9)(10)
(8.75%, due June 10, 2019)
      8,000,000       7,943,750       8,040,000           
The TOPPS Company, Inc.     leisure goods       first lien senior secured notes(4)(5)(6)(9)(10)
(7.25%, due October 02, 2018)
      9,950,000       9,860,328       9,751,000           
Travel Leaders Group, LLC     travel       first lien senior secured notes(4)(5)(6)(9)(10)
(7.00%, due December 05, 2018)
      15,600,000       15,309,636       15,639,000           
Unitek Global Services, Inc.     IT consulting       tranche B term loan(3)(4)(5)(6)(9)(10)
(Cash 11.00%/PIK 4.00% due
April 15, 2018)
      11,781,583       11,608,600       11,781,583           
Vision Solutions     software       first lien senior secured notes(4)(5)(6)(9)(10)
(6.00%, due July 23, 2016)
      5,407,201       5,352,311       5,404,497           
                second lien senior secured notes(4)(5)(9)(10)
(9.50%, due July 23, 2016)
      10,000,000       9,944,172       10,000,000           
Waupaca Foundry, Inc.     IT consulting       senior secured notes(4)(5)(6)(9)(10)
(4.00%, due June 29, 2017)
      14,504,622       14,454,022       14,504,622           
Total Senior Secured Notes                     $ 668,974,699     $ 678,046,773       115.9 % 
Senior Unsecured Notes
                                                     
Merrill Communications, LLC     printing and publishing       senior unsecured PIK notes(3)(5)(9)
(Cash 0.00%/10.00% PIK, due
March 08, 2023)
      6,160,241       3,413,192       6,135,600           
Total Senior Unsecured Notes                     $ 3,413,192     $ 6,135,600       1.0 % 
Collateralized Loan Obligation – Debt Investments
                                            
AMMC CLO XII, Ltd.     structured finance       CLO secured class F notes(4)(5)(11)(12)
(5.29%, due May 10, 2025)
      4,500,000       3,917,724       3,785,400           
Carlyle Global Market Strategies CLO 2013-2, Ltd.     structured finance       CLO secured class F notes(4)(5)(11)(12)
(5.63%, due April 18, 2025)
      6,000,000       5,157,475       5,241,600           
Emporia Preferred Funding III, Ltd.     structured finance       CLO secured Class E notes(4)(5)(11)(12)
(3.93%, due April 23, 2021)
      10,991,000       8,225,728       9,933,666           
Telos CLO 2013-3, Ltd.     structured finance       CLO secured class B notes(4)(5)(11)(12)
(5.73%, due January 17, 2024)
      3,000,000       2,734,989       2,574,300           
Total Collateralized Loan
Obligation – Debt Investments
                    $ 20,035,916     $ 21,534,966       3.7 % 

(Continued on next page)

 
 
See Accompanying Notes.

4


 
 

TABLE OF CONTENTS

TICC CAPITAL CORP.
 
CONSOLIDATED SCHEDULE OF INVESTMENTS – (Continued)
JUNE 30, 2014
(unaudited)

           
COMPANY(1)   INDUSTRY   INVESTMENT   PRINCIPAL
AMOUNT/
SHARES
  COST   FAIR
VALUE(2)
  % OF
NET
ASSETS
Collateralized Loan Obligation – Equity Investments
                                            
ACA CLO 2007-1, Ltd.     structured finance       CLO subordinated notes(11)(12)
    $     $ 10,583,500     $ 6,710,000           
ACAS CLO 2012-1, Ltd.     structured finance       CLO subordinated notes(11)(12)
            4,050,000       3,950,000           
AMMC CLO XII, Ltd.     structured finance       CLO subordinated notes(11)(12)
            9,949,500       10,595,572           
Apidos CLO XIV     structured finance       CLO subordinated notes(11)(12)
            3,569,719       3,939,000           
Ares XXV CLO Ltd.     structured finance       CLO subordinated notes(11)(12)
            12,620,875       12,710,000           
Ares XXVI CLO Ltd.     structured finance       CLO subordinated notes(11)(12)
            15,234,375       15,750,000           
Ares XXIX CLO Ltd.     structured finance       CLO subordinated notes(7)(11)(12)
            11,156,250       11,730,000           
Benefit Street Partners CLO II, Ltd.     structured finance       CLO subordinated notes(11)(12)
            24,704,625       27,905,500           
Canaras Summit CLO Ltd.     structured finance       CLO income notes(11)(12)
            4,355,000       3,465,000           
Carlyle Global Market Strategies CLO 2013-2, Ltd.     structured finance       CLO subordinated notes(11)(12)
            7,955,000       9,712,500           
Catamaran CLO 2012-1 Ltd.     structured finance       CLO subordinated notes(11)(12)
            20,075,000       16,060,000           
Catamaran CLO 2013-1 Ltd.     structured finance       CLO subordinated notes(11)(12)
            9,750,000       9,400,000           
Cedar Funding II CLO, Ltd.     structured finance       CLO subordinated notes(11)(12)
            23,981,250       24,150,000           
Columbus Park CDO Ltd.     structured finance       CLO subordinated notes(11)(12)
            2,331,827       580,811           
Halcyon Loan Advisors Funding 2012-2 Ltd.     structured finance       CLO subordinated notes(11)(12)
            6,750,000       7,500,000           
HarbourView CLO 2006-1     structured finance       CLO subordinated notes(11)(12)
            3,639,870       3,270,800           
Ivy Hill Middle Market Credit Fund VII, Ltd.     structured finance       CLO subordinated notes(11)(12)
            13,272,000       13,860,000           
Marea CLO, Ltd.     structured finance       CLO income notes(11)(12)
            10,934,215       11,117,470           
Mountain Hawk III CLO, Ltd.     structured finance       CLO income notes(11)(12)
            13,473,000       13,800,000           
Mountain Hawk III CLO, Ltd.     structured finance       CLO M notes(11)(12)
                  707,071           
North End CLO, Ltd.     structured finance       CLO income notes(11)(12)
            4,615,234       4,785,500           
Octagon Investment Partners XI, Ltd.     structured finance       CLO income notes(11)(12)
            2,434,163       2,103,750           
CS Advisors CLO I Ltd.     structured finance       CLO subordinated notes(7)(11)(12)
            4,610,168       2,323,000           
Shackleton 2013-III CLO, Ltd.     structured finance       CLO subordinated notes(11)(12)
            10,798,425       10,253,050           
Shackleton 2013-IV CLO, Ltd.     structured finance       CLO subordinated notes(11)(12)
            4,775,000       5,100,000           
Stone Tower CLO VII Ltd.     structured finance       CLO subordinated notes(11)(12)
            12,739,000       7,830,000           
Telos CLO 2013-3, Ltd.     structured finance       CLO subordinated notes(11)(12)
            11,558,333       12,286,666           
Telos CLO 2014-5, Ltd.     structured finance       CLO subordinated notes(11)(12)
            9,450,000       8,539,543           
Other CLO equity related investments     structured finance       CLO other(11)(12)(13)
                  4,469,924           
Total Collateralized Loan Obligation – Equity Investments                     $ 269,366,329     $ 264,605,157       45.2 % 
Common Stock
                                                     
Algorithmic Implementations, Inc.
(d/b/a “Ai Squared”)
    software       common stock(7)
      100       3,000,000       1,410,000           
Integra Telecom Holdings, Inc.     telecommunication services       common stock(7)
      775,846       1,712,397       4,598,619           
Merrill Communications, LLC     printing and publishing       common stock(7)(9)
      728,442       3,425,244       6,417,574           
Nextag, Inc.     retail       common stock(7)(9)(10)
      11,226,123       2,004,002       2,020,702           
Total Common Stock Investments                     $ 10,141,643     $ 14,446,895       2.5 % 
Warrants
                                                     
Unitek Global Services, Inc.     IT consulting       warrants to purchase common stock(7)(9)(10)
      309,080             82,213           
Total Warrants                     $     $ 82,213       0.0 % 
Total Investments                     $ 971,931,779     $ 984,851,604       168.3 % 

(Continued on next page)

 
 
See Accompanying Notes.

5


 
 

TABLE OF CONTENTS

TICC CAPITAL CORP.
 
CONSOLIDATED SCHEDULE OF INVESTMENTS – (Continued)
JUNE 30, 2014
(unaudited)

(1) Other than Algorithmic Implementation, Inc. (d/b/a Ai Squared), which we may be deemed to “control,” and Nextag, Inc., which may be deemed to be an “affiliate,” we do not “control” and are not an “affiliate” of any of our portfolio companies, each as defined in the Investment Company Act of 1940 (the “1940 Act”). In general, under the 1940 Act, we would be presumed to “control” a portfolio company if we owned 25% or more of its voting securities and would be an “affiliate” of a portfolio company if we owned 5% or more of its voting securities.
(2) Fair value is determined in good faith by the Board of Directors of the Company.
(3) Portfolio includes $42.8 million of principal amount of debt investments which contain a PIK provision.
(4) Notes bear interest at variable rates.
(5) Cost value reflects accretion of original issue discount or market discount.
(6) Cost value reflects repayment of principal.
(7) Non-income producing at the relevant period end.
(9) Aggregate gross unrealized appreciation for federal income tax purposes is $37,361,723; aggregate gross unrealized depreciation for federal income tax purposes is $44,726,050. Net unrealized depreciation is $7,364,327 based upon a tax cost basis of $992,215,931.
(9) All or a portion of this investment represents TICC CLO LLC collateral.
(10) All or a portion of this investment represents TICC CLO 2012-1 LLC collateral.
(11) Indicates assets that the Company believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended. Qualifying assets must represent at least 70% of the Company's total assets at the time of acquisition of any additional non-qualifying assets.
(12) Investment not domiciled in the United States.
(13) Fair value represents discounted cash flows associated with fees earned from CLO equity investments.
(14) Aggregate investments represent greater than 5% of net assets.

 
 
See Accompanying Notes.

6


 
 

TABLE OF CONTENTS

TICC CAPITAL CORP.
 
CONSOLIDATED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2013

           
COMPANY(1)   INDUSTRY   INVESTMENT   PRINCIPAL
AMOUNT
  COST(8)   FAIR
VALUE(2)
  % OF
NET
ASSETS
Senior Secured Notes
                                                     
ABB/Con Cise Optical Group     retail       tranche B term loan(4)(5)(6)(10)
(4.50%, due February 06, 2019)
    $ 6,616,667     $ 6,585,774     $ 6,612,565           
Algorithmic Implementations, Inc. (d/b/a “Ai Squared”)     software       senior secured notes(4)(5)(6)
(9.84%, due September 11, 2016)
      13,900,000       13,900,000       13,900,000           
ARSLOANE Intermediate, LLC (F/K/A “Pitney Bowes Management Services, Inc.”)     printing and publishing       first lien senior secured notes(4)(5)(6)(9)(10)
(7.50%, due October 01, 2019)
      15,960,000       15,861,012       16,119,600           
Ascensus, Inc.     financial intermediaries       senior secured notes(4)(5)(10)
(5.00%, due December 02, 2019)
      4,500,000       4,477,733       4,516,875           
                second lien senior secured notes(4)(5)(9)
(9.00%, due December 02, 2020)
      2,000,000       1,970,304       2,030,000           
Attachmate Corporation     enterprise software       senior secured notes(4)(5)(6)(9)(10)
(7.25%, due November 22, 2017)
      6,951,181       6,841,638       7,075,746           
                second lien senior secured notes(4)(5)(6)(9)(10)
(11.00%, due November 22, 2018)
      17,514,795       17,293,739       17,076,925           
Blue Coat System, Inc.     software       second lien senior secured notes(4)(5)
(9.50%, due June 28, 2020)
      15,000,000       14,857,231       15,225,000           
Compucom Systems, Inc.     IT outsourcing       first lien senior secured notes(4)(5)(6)(10)
(4.25%, due May 09, 2020)
      6,965,000       6,932,582       6,947,588           
CRCI Holdings, Inc.     utilities       first lien senior secured notes(4)(5)(6)(9)(10)
(5.00%, due July 10, 2019)
      7,730,625       7,691,875       7,537,359           
Deltek Systems Inc     enterprise software       first lien senior secured notes(4)(5)(6)(10)
(5.00%, due October 10, 2018)
      4,603,500       4,579,450       4,615,009           
                second lien senior secured notes(4)(5)
(10.00%, due October 10, 2019)
      10,000,000       9,887,700       10,150,000           
DG Fastchannel Inc     advertising       first lien senior secured notes(4)(5)(6)(10)(11)
(7.25%, due July 26, 2018)
      5,099,200       5,045,528       5,118,322           
Edmentum, Inc.
(F/K/A “Plato, Inc.”)
    education       first lien senior secured notes(4)(5)(6)(9)(10)
(5.50%, due May 17, 2018)
      6,603,572       6,537,954       6,603,572           
First American Payment Systems     financial intermediaries       first lien senior secured notes(4)(5)(6)(10)
(5.75%, due October 04, 2018)
      3,592,000       3,599,307       3,574,040           
                second lien senior secured notes(4)(5)(9)(10)
(10.75%, due April 12, 2019)
      15,000,000       14,741,562       14,812,500           
First Data Corporation     financial intermediaries       first lien senior secured notes(4)(5)(9)(10)
(4.16%, due March 24, 2017)
      16,050,721       15,999,634       16,062,759           
                tranche B term loan(4)(5)(9)(10)
(4.16%, due September 24, 2018)
      880,952       880,952       881,445           
GlobalLogic Holdings Inc.     business services       second lien senior secured notes(4)(5)(9)(10)
(6.25%, due June 02, 2019)
      14,500,000       14,399,746       14,463,750           
Global Tel Link Corp     telecommunication services       second lien senior secured notes(4)(5)
(9.00%, due November 23, 2020)
      13,000,000       12,849,004       12,317,500           
Grede Holdings LLC     auto parts manufacturer       senior secured notes(4)(5)(6)(9)(10)
(4.50%, due April 03, 2017)
      7,888,043       7,815,360       7,897,903           
GXS Worldwide, Inc.     business services       senior secured notes(5)(9)
(9.75%, due June 15, 2015)
      8,000,000       7,956,899       8,230,000           
Harvard Drug Group, LLC     pharmaceutical       senior secured notes(4)(5)(6)(10)
(5.00%, due October 29, 2019)
      3,482,500       3,482,272       3,506,460           
Healogics, Inc.
(F/K/A “National Healing Corp.”)
    healthcare       senior secured notes(4)(5)(6)(10)
(5.25%, due February 05, 2019)
      3,308,333       3,293,814       3,325,900           
                second lien senior secured notes(4)(5)(10)
(9.25%, due February 05, 2020)
      4,000,000       3,963,713       4,070,000           
Help/Systems Holdings, Inc.     Software       senior secured notes(4)(5)(6)(9)(10)(14)
(5.50%, due June 28, 2019)
      14,962,500       14,820,777       14,812,875           
                second lien senior secured notes(4)(5)(14)
(9.50%, due June 28, 2020)
      15,000,000       14,784,423       15,000,000           

(Continued on next page)

 
 
See Accompanying Notes.

7


 
 

TABLE OF CONTENTS

TICC CAPITAL CORP.
 
CONSOLIDATED SCHEDULE OF INVESTMENTS – (Continued)
DECEMBER 31, 2013

           
COMPANY(1)   INDUSTRY   INVESTMENT   PRINCIPAL
AMOUNT
  COST(8)   FAIR
VALUE(2)
  % OF
NET
ASSETS
Senior Secured Notes – (continued)
                                            
HHI Holdings LLC     auto parts manufacturer       senior secured notes(4)(5)(6)(10)
(5.00%, due October 05, 2018)
    $ 4,022,989     $ 3,992,685     $ 4,056,943           
Hoffmaster Group, Inc.     retail       first lien senior secured notes(4)(5)(6)(9)(10)
(6.50%, due January 03, 2018)
      6,684,258       6,662,625       6,667,547           
iEnergizer Limited     printing and publishing       first lien senior secured notes(4)(5)(6)(10)(11)(12)
(7.25%, due May 01, 2019)
      7,600,000       7,461,635       7,493,600           
Immucor, Inc.     healthcare       senior secured term B notes(4)(5)(6)(9)
(5.00%, due August 19, 2018)
      4,399,480       4,272,831       4,418,178           
Integra Telecom Holdings, Inc     telecommunication services       first lien senior secured notes(4)(5)(6)(9)(10)
(5.25%, due February 22, 2019)
      7,423,900       7,377,750       7,513,581           
                second lien senior secured notes(4)(5)
(9.75%, due February 22, 2020)
      7,000,000       7,000,000       7,187,250           
Jackson Hewitt Tax Service, Inc.     consumer services       first lien senior secured notes(4)(5)(6)(9)(10)
(10.00%, due October 17, 2017)
      24,218,750       23,417,067       23,976,563           
JHCI Holdings, Inc.     logistics       first lien senior secured notes(4)(5)(6)(10)
(7.00%, due July 11, 2019)
      8,791,364       8,759,354       8,778,177           
Mercury Payment Systems, LLC     financial intermediaries       senior secured notes(4)(6)(9)(10)
(5.50%, due July 01, 2017)
      4,887,605       4,887,605       4,909,013           
Merrill Communications, LLC     printing and publishing       first lien senior secured notes(4)(5)(6)(9)(10)(14)
(7.25%, due March 08, 2018)
      16,321,045       16,299,279       16,640,611           
Mirion Technologies, Inc     utilities       senior secured notes(4)(5)(6)(9)
(5.75%, due March 30, 2018)
      2,439,635       2,402,608       2,436,585           
Mmodal, Inc     healthcare       first lien senior secured notes(4)(5)(6)(9)(10)
(7.75%, due August 17, 2019)
      9,541,573       9,441,549       8,253,461           
NAB Holdings, LLC     financial intermediaries       first lien senior secured notes(4)(5)(6)(9)(10)
(7.00%, due April 24, 2018)
      9,805,000       9,793,660       9,854,025           
National Vision, Inc     retail       senior secured term B notes(4)(5)(6)(9)(10)
(7.00%, due August 02, 2018)
      5,191,111       5,144,171       5,204,089           
New Breed Logistics     logistics       senior secured term B notes(4)(5)(6)(9)(10)
(6.00%, due October 01, 2019)
      11,678,003       11,674,611       11,692,601           
Nextag, Inc.     retail       senior secured notes(4)(5)(6)(7)(9)(10)(15)
(9.25%, due January 27, 2016)
      10,012,180       9,417,380       5,506,699           
Otter Products, LLC     chemicals and plastics       first lien senior secured notes(4)(5)(6)(9)(10)
(5.25%, due April 30, 2020)
      14,664,000       14,662,652       14,590,680           
Packaging Coordinators, Inc.     packaging and containers       first lien senior secured notes(4)(5)(6)(10)
(5.50%, due May 10, 2020)
      4,987,500       4,964,326       4,987,500           
Philips Plastics Corporation     healthcare       senior secured notes(4)(5)(6)(9)
(4.75%, due February 12, 2017)
      2,932,875       2,916,909       2,925,543           
Presidio IS Corp.     business services       senior secured notes(4)(5)(6)(9)(10)
(5.75%, due March 31, 2017)
      9,875,000       9,850,057       9,883,196           
RBS Holding Company     printing and publishing       second lien senior secured notes(3)(4)(5)(6)(9)
(Cash 8.25%/1.25% PIK, due March 23, 2017)
      22,686,300       11,090,554       16,697,117           
Renfro Corporation     clothing       senior secured notes(4)(5)(6)(9)(10)
(5.75%, due January 30, 2019)
      4,631,667       4,658,084       4,625,877           
Roundys Supermarkets, Inc.     grocery       term B senior secured notes(4)(5)(6)(10)(11)
(5.75%, due February 13, 2019)
      6,926,246       6,676,199       6,918,696           
SCS Holdings I Inc.
(Sirius Computer Solutions, Inc.)
    electronics       first lien senior secured notes(4)(5)(6)(9)
(7.00%, due December 07, 2018)
      3,845,673       3,811,027       3,893,744           
Securus Technologies, Inc.     telecommunication services       first lien senior secured notes(4)(5)(6)(9)
(4.75%, due April 30, 2020)
      3,990,000       3,953,241       3,946,349           
                second lien senior secured notes(4)(5)
(9.00%, due April 30, 2021)
      6,400,000       6,369,803       6,340,032           
Sedgwick Claims Management Services, Inc.     insurance       first lien senior secured notes(4)(6)(10)
(4.25%, due June 12, 2018)
      1,990,000       1,990,000       1,999,910           
                second lien senior secured notes(4)(5)(10)
(8.00%, due December 12, 2018)
      1,500,000       1,493,075       1,524,375           

(Continued on next page)

 
 
See Accompanying Notes.

8


 
 

TABLE OF CONTENTS

TICC CAPITAL CORP.
 
CONSOLIDATED SCHEDULE OF INVESTMENTS – (Continued)
DECEMBER 31, 2013

           
COMPANY(1)   INDUSTRY   INVESTMENT   PRINCIPAL
AMOUNT
  COST(8)   FAIR
VALUE(2)
  % OF
NET
ASSETS
Senior Secured Notes – (continued)
                                            
Sesac Holdco II LLC     radio and television       first lien senior secured notes(4)(5)(6)(10)
(5.00%, due February 08, 2019)
    $ 8,236,800     $ 8,290,039     $ 8,267,688           
                second lien senior secured notes(4)(5)(10)
(10.00%, due July 12, 2019)
      2,000,000       1,972,970       2,040,000           
Skillsoft Corporation     business services       senior secured notes(4)(5)(6)(10)
(5.00%, due May 26, 2017)
      2,547,640       2,560,457       2,563,563           
Source Hov, LLC     business services       first lien senior secured notes(4)(6)(10)
(5.25%, due April 30, 2018)
      4,776,000       4,775,407       4,801,886           
                second lien senior secured notes(4)(10)
(8.75%, due April 30, 2019)
      2,000,000       1,999,627       2,022,500           
Sportsman’s Warehouse Holdings     retail       first lien senior secured notes(4)(5)(6)(9)(10)
(7.25%, due July 11, 2019)
      14,962,500       14,819,558       15,037,313           
Sterling Infosystems, Inc.     business services       senior secured notes(4)(5)(6)(9)
(5.76%, due February 01, 2018)
      2,557,588       2,517,998       2,554,391           
STG-Fairway Acquistions     business services       first lien senior secured notes(4)(5)(6)(9)(10)
(6.25%, due February 28, 2019)
      9,304,704       9,221,643       9,287,304           
Stratus Technologies, Inc.     computer hardware       first lien high yield notes(5)(9)
(12.00%, due March 29, 2015)
      9,282,000       9,010,471       9,282,000           
Sumtotal Systems, Inc.     business services       first lien senior secured notes(4)(5)(6)(9)
(6.28%, due November 16, 2018)
      4,679,730       4,639,832       4,609,534           
                second lien senior secured notes(4)(5)(10)
(10.25%, due May 16, 2019)
      11,250,000       11,050,805       11,053,125           
Technimark LLC     chemicals and plastics       senior secured notes(4)(5)(6)(9)(10)
(5.50%, due April 17, 2019)
      14,109,186       14,063,239       14,038,640           
Teleguam Holdings LLC     telecommunication services       second lien senior secured notes(4)(5)(9)(10)
(8.75%, due June 10, 2019)
      10,000,000       9,923,000       10,000,000           
The TOPPS Company, Inc.     leisure goods       first lien senior secured notes(4)(5)(9)(10)
(7.25%, due October 02, 2018)
      10,000,000       9,903,295       9,975,000           
Travelclick Inc     travel       first lien senior secured notes(4)(5)(6)(9)(10)
(5.75%, due March 16, 2016)
      10,502,287       10,462,173       10,554,798           
Travel Leaders Group, LLC     travel       first lien senior secured notes(4)(5)(6)(9)(10)
(7.00%, due December 05, 2018)
      16,000,000       15,683,843       15,720,000           
Unitek Global Services, Inc.     IT consulting       tranche B term loan(3)(4)(5)(6)(9)(10)
(Cash 11.00%/PIK 4.00% due April 15, 2018)
      11,601,578       11,386,946       11,485,562           
Vision Solutions     software       first lien senior secured notes(4)(5)(9)(10)
(6.00%, due July 23, 2016)
      6,000,000       5,940,000       6,012,000           
                second lien senior secured notes(4)(5)(9)(10)
(9.50%, due July 23, 2016)
      10,000,000       9,936,507       10,050,000           
Wall Street Systems     financial intermediaries       first lien senior secured notes(4)(5)(6)(9)(10)
(5.75%, due October 25, 2019)
      4,950,000       4,885,123       4,971,681           
                second lien senior secured notes(4)(5)
(9.25%, due October 23, 2020)
      10,000,000       9,821,617       10,075,000           
Waupaca Foundry, Inc.     IT consulting       senior secured notes(4)(5)(6)(9)(10)
(4.50%, due June 29, 2017)
      14,902,773       14,843,578       14,902,773           
Total Senior Secured Notes                     $ 639,198,848     $ 644,710,393       122.5 % 
Senior Unsecured Notes
                                                     
Merrill Communications, LLC     printing and publishing       senior unsecured PIK notes(3)(5)(9)(14)
(0.00% Cash/10.00% PIK, due March 8, 2023)
      5,863,406       3,068,694       5,793,045           
Total Senior Unsecured Notes                     $ 3,068,694     $ 5,793,045       1.1 % 
Collateralized Loan Obligation – Debt Investments
                                            
ACA CLO 2007-1, Ltd.     structured finance       CLO secured class E notes(4)(5)(11)(12)
(4.99%, due June 15, 2022)
      1,957,994       1,771,170       1,817,997           
AMMC CLO XII, Ltd.     structured finance       CLO secured class F notes(4)(5)(11)(12)
(5.29%, due May 10, 2025)
      4,500,000       3,900,232       3,881,250           

(Continued on next page)

 
 
See Accompanying Notes.

9


 
 

TABLE OF CONTENTS

TICC CAPITAL CORP.
 
CONSOLIDATED SCHEDULE OF INVESTMENTS – (Continued)
DECEMBER 31, 2013

           
COMPANY(1)   INDUSTRY   INVESTMENT   PRINCIPAL
AMOUNT
  COST(8)   FAIR
VALUE(2)
  % OF
NET
ASSETS
Collateralized Loan Obligation – Debt Investments – (continued)
                                            
Carlyle Global Market Strategies CLO 2013-2, Ltd.     structured finance       CLO secured class F notes(4)(5)(11)(12)
(5.65%, due April 18, 2025)
    $ 6,000,000     $ 5,134,093     $ 5,344,800           
Catamaran CLO 2012-1 Ltd.     structured finance       CLO secured class F notes(4)(5)(11)(12)
(6.50%, due December 20, 2023)
      6,000,000       5,075,724       5,585,400           
Emporia Preferred Funding III, Ltd.     structured finance       CLO secured Class E notes(4)(5)(11)(12)
(3.94%, due April 23, 2021)
      10,991,000       8,084,311       9,562,170           
Telos CLO 2013-3, Ltd.     structured finance       CLO secured class F notes(4)(5)(11)(12)
(5.74%, due January 17, 2024)
      3,000,000       2,725,546       2,662,200           
Total Collateralized Loan Obligation – Debt Investments                     $ 26,691,076     $ 28,853,817       5.5 % 
Collateralized Loan Obligation – Equity Investments
                                            
ACA CLO 2007-1, Ltd.     structured finance       CLO subordinated notes(11)(12)
            10,583,500       8,174,000           
ACAS CLO 2012-1, Ltd.     structured finance       CLO subordinated notes(11)(12)
            4,050,000       4,200,000           
AMMC CLO XII, Ltd.     structured finance       CLO subordinated notes(11)(12)
            9,949,500       10,466,357           
Apidos CLO XIV     structured finance       CLO subordinated notes(11)(12)
            3,569,719       3,863,250           
Ares XXV CLO Ltd.     structured finance       CLO subordinated notes(11)(12)
            12,620,875       12,400,000           
Ares XXVI CLO Ltd.     structured finance       CLO subordinated notes(11)(12)
            15,234,375       16,312,500           
Benefit Street Partners CLO II, Ltd.     structured finance       CLO subordinated notes(11)(12)
            12,870,000       15,860,000           
Canaras Summit CLO Ltd.     structured finance       CLO income notes(11)(12)
            4,355,000       3,780,000           
Carlyle Global Market Strategies CLO 2013-2, Ltd.     structured finance       CLO subordinated notes(11)(12)
            7,955,000       9,250,000           
Catamaran CLO 2012-1 Ltd.     structured finance       CLO subordinated notes(11)(12)
            20,075,000       17,380,000           
Cedar Funding II CLO, Ltd.     structured finance       CLO subordinated notes(11)(12)
            23,981,250       23,862,500           
Columbus Park CDO Ltd.     structured finance       CLO subordinated notes(11)(12)
            8,150,000       7,800,000           
Galaxy XV CLO, Ltd.     structured finance       CLO income notes(11)(12)
            7,012,500       7,095,000           
Gale Force 4 CLO, Ltd.     structured finance       CLO income notes(11)(12)
            1,965,000       2,010,000           
Halcyon Loan Advisors Funding 2012-2 Ltd.     structured finance       CLO subordinated notes(11)(12)
            6,750,000       7,425,000           
HarbourView CLO 2006-1     structured finance       CLO subordinated notes(11)(12)
            3,639,870       3,757,000           
Ivy Hill Middle Market Credit Fund VII, Ltd.     structured finance       CLO subordinated notes(11)(12)
            13,272,000       13,272,000           
Jersey Street CLO, Ltd.     structured finance       CLO income notes(11)(12)
            7,535,613       6,598,800           
Lightpoint CLO VIII, Ltd.     structured finance       CLO subordinated notes(11)(12)
            4,612,500       3,300,000           
Marea CLO, Ltd.     structured finance       CLO income notes(11)(12)
            10,934,215       10,506,620           
North End CLO, Ltd.     structured finance       CLO income notes(11)(12)
            4,615,234       4,887,500           
Octagon Investment Partners XI, Ltd.     structured finance       CLO income notes(11)(12)
            2,434,163       2,403,225           
CS Advisors CLO I Ltd.     structured finance       CLO subordinated notes(7)(11)(12)
            4,812,135       2,828,000           
Shackleton 2013-III CLO, Ltd.     structured finance       CLO subordinated notes(11)(12)
            10,798,425       10,716,619           
Sheridan Square CLO, Ltd.     structured finance       CLO subordinated notes(11)(12)
            4,136,511       4,094,302           
Stone Tower CLO VII Ltd.     structured finance       CLO subordinated notes(11)(12)
            12,739,000       8,775,000           
Telos CLO 2013-3, Ltd.     structured finance       CLO subordinated notes(11)(12)
            11,558,333       12,286,666           

(Continued on next page)

 
 
See Accompanying Notes.

10


 
 

TABLE OF CONTENTS

TICC CAPITAL CORP.
 
CONSOLIDATED SCHEDULE OF INVESTMENTS – (Continued)
DECEMBER 31, 2013

           
           
COMPANY(1)   INDUSTRY   INVESTMENT   PRINCIPAL
AMOUNT/
SHARES
  COST(8)   FAIR
VALUE(2)
  % OF
NET
ASSETS
Collateralized Loan Obligation – Equity Investments – (continued)
                                            
Other CLO equity related investments     structured finance       CLO other(13)
    $     $     $ 3,862,285           
Total Collateralized Loan Obligation – Equity Investments                     $ 240,209,718     $ 237,166,624       45.1 % 
Common Stock
                                                     
Algorithmic Implementations, Inc. (d/b/a “Ai Squared”)     software       common stock(7)
      100       3,000,000       2,150,000           
Integra Telecom Holdings, Inc.     telecommunication services
      common stock(7)
      775,846       1,712,397       4,412,302           
Merrill Communications, LLC     printing and publishing       common equity(7)
      728,442       3,425,244       7,197,009           
Stratus Technologies, Inc.     computer hardware       common equity(7)
      223,210       379,810       4,464           
Total Common Stock Investments                     $ 8,517,451     $ 13,763,775       2.6 % 
Preferred Equity
                                                     
Stratus Technologies, Inc.     computer hardware       preferred equity(7)
      50,796       217,284       381,986           
Total Preferred Equity Investments                     $ 217,284     $ 381,986       0.1 % 
Warrants
                                                     
Fusionstorm, Inc.     IT value-added reseller       warrants to purchase common stock(7)
      540,371       725,000       500,000           
Unitek Global Services, Inc.     IT consulting       warrants to purchase common stock(7)
      309,080             427,105           
Total Warrants                     $ 725,000     $ 927,105       0.2 % 
Total Investments                     $ 918,628,071     $ 931,596,744       177.0 % 

(1) Other than Algorithmic Implementation, Inc. (d/b/a Ai Squared), which we may be deemed to control, we do not “control” and are not an “affiliate” of any of our portfolio companies, each as defined in the Investment Company Act of 1940 (the “1940 Act”). In general, under the 1940 Act, we would be presumed to “control” a portfolio company if we owned 25% or more of its voting securities and would be an “affiliate” of a portfolio company if we owned 5% or more of its voting securities.
(2) Fair value is determined in good faith by the Board of Directors of the Company.
(3) Portfolio includes approximately $40.2 million of principal amount of debt investments which contain a PIK provision.
(4) Notes bear interest at variable rates.
(5) Cost value reflects accretion of original issue discount or market discount.
(6) Cost value reflects repayment of principal.
(7) Non-income producing at the relevant period end.
(8) Aggregate gross unrealized appreciation for federal income tax purposes is $37,039,932; aggregate gross unrealized depreciation for federal income tax purposes is $44,355,411. Net unrealized depreciation is $7,315,479 based upon a tax cost basis of $938,912,223.
(9) All or a portion of this investment represents TICC CLO LLC collateral.
(10) All or a portion of this investment represents TICC CLO 2012-1 LLC collateral.
(11) Indicates assets that the Company believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended. Qualifying assets must represent at least 70% of the Company’s total assets at the time of acquisition of any additional non-qualifying assets.
(12) Investment not domiciled in the United States.
(13) Fair value represents discounted cash flows associated with fees from CLO equity investments.
(14) Aggregate investments represent greater than 5% of net assets.
(15) Investment is on non-accrual status.

 
 
See Accompanying Notes.

11


 
 

TABLE OF CONTENTS

TICC CAPITAL CORP.
 
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

       
  Three Months
Ended
June 30,
2014
  Three Months
Ended
June 30,
2013
  Six Months
Ended
June 30,
2014
  Six Months
Ended
June 30,
2013
INVESTMENT INCOME
                                   
From non-affiliated/non-control investments:
                                   
Interest income – debt investments   $ 12,964,092     $ 12,391,438     $ 25,622,320     $ 24,295,115  
Distributions from securitization vehicles and equity investments     14,825,186       10,665,842       29,876,421       19,419,046  
Commitment, amendment fee income and
other income
    1,785,193       2,002,842       2,390,812       2,717,358  
Total investment income from non-affiliated/non-control investments     29,574,471       25,060,122       57,889,553       46,431,519  
From affiliated investments:
                                   
Interest income – debt investments     14,703             14,703        
Distributions from equity investments                        
Total investment income from affiliated investments     14,703             14,703        
From control investments:
                                   
Interest income – debt investments     345,564       364,022       687,330       724,084  
Distributions from equity investments                        
Total investment income from control investments     345,564       364,022       687,330       724,084  
Total investment income     29,934,738       25,424,144       58,591,586       47,155,603  
EXPENSES
                                   
Compensation expense     511,370       303,338       926,573       614,403  
Investment advisory fees     5,441,325       4,882,271       10,397,971       8,979,742  
Professional fees     267,505       450,985       997,943       1,088,173  
Interest expense and other debt financing
expenses
    4,933,738       4,724,471       9,841,386       9,003,298  
General and administrative     790,578       624,902       1,183,256       912,943  
Total expenses before incentive fees     11,944,516       10,985,967       23,347,129       20,598,559  
Net investment income incentive fees     1,429,800       1,382,031       3,104,579       2,634,341  
Capital gains incentive fees     (856,158 )      (2,899,772 )      (3,034,889 )      (2,684,418 ) 
Total incentive fees     573,642       (1,517,741 )      69,690       (50,077 ) 
Total expenses     12,518,158       9,468,226       23,416,819       20,548,482  
Net investment income     17,416,580       15,955,918       35,174,767       26,607,121  
Net change in unrealized appreciation on investments
                                   
Non-affiliated/non-control investments     (2,347,521 )      (16,375,774 )      (3,236,229 )      (12,745,170 ) 
Affiliated investments     5,889,768             3,927,381        
Control investments           (15,792 )      (740,000 )      (31,728 ) 
Total net change in unrealized appreciation on investments     3,542,247       (16,391,566 )      (48,848 )      (12,776,898 ) 
Net realized (losses) gains on investments
                                   
Non-affiliated/non-control investments     (2,558,205 )      1,892,644       (3,465,167 )      8,468,819  
Affiliated investments     (5,264,838 )            (5,264,838 )       
Control investments                        
Total realized (losses) gains on investments     (7,823,043 )      1,892,644       (8,730,005 )      8,468,819  
Net increase in net assets resulting from
operations
  $ 13,135,784     $ 1,456,996     $ 26,395,914     $ 22,299,042  
Net increase in net assets resulting from net investment income per common share:
                                   
Basic   $ 0.29     $ 0.30     $ 0.61     $ 0.54  
Diluted   $ 0.27     $ 0.28     $ 0.58     $ 0.51  
Net increase in net assets resulting from operations per common share:
                                   
Basic   $ 0.22     $ 0.03     $ 0.46     $ 0.45  
Diluted   $ 0.21     $ 0.05     $ 0.45     $ 0.44  
Weighted average shares of common stock outstanding:
                                   
Basic     60,214,211       52,544,803       57,311,454       49,075,486  
Diluted     70,247,363       62,577,955       67,344,606       59,108,638  
Dividends Declared Per Share   $ 0.29     $ 0.29     $ 0.58     $ 0.58  

 
 
See Accompanying Notes.

12


 
 

TABLE OF CONTENTS

TICC CAPITAL CORP.
 
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(unaudited)

   
  Six Months
Ended
June 30,
2014
  Year
Ended
December 31,
2013
Increase in net assets from operations:
                 
Net investment income   $ 35,174,767     $ 55,792,632  
Net realized (losses) gains on investments     (8,730,005 )      6,395,596  
Net change in unrealized appreciation on investments     (48,848 )      (3,243,494 ) 
Net increase in net assets resulting from operations     26,395,914       58,944,734  
Distributions to shareholders     (34,905,667 )      (61,353,645 ) 
Capital share transactions:
                 
Issuance of common stock (net of offering costs of $2,033,950 and $4,603,745, respectively)     66,411,050       115,879,644  
Reinvestment of dividends     1,087,093       3,169,164  
Net increase in net assets from capital share transactions     67,498,143       119,048,808  
Total increase in net assets     58,988,390       116,639,897  
Net assets at beginning of period     526,242,426       409,602,529  
Net assets at end of period (including over distributed net investment income of $2,888,686 and $3,157,786, respectively)   $ 585,230,816     $ 526,242,426  
Capital share activity:
                 
Shares sold     6,750,000       11,692,173  
Shares issued from reinvestment of dividends     116,348       337,286  
Net increase in capital share activity     6,866,348       12,029,459  

 
 
See Accompanying Notes.

13


 
 

TABLE OF CONTENTS

TICC CAPITAL CORP.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

   
  Six Months
Ended
June 30,
2014
  Six Months
Ended
June 30,
2013
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net increase in net assets resulting from operations   $ 26,395,914     $ 22,299,042  
Adjustments to reconcile net increase in net assets resulting from operations to net cash used by operating activities:
                 
Accretion of discounts on investments     (1,437,882 )      (2,243,190 ) 
Accretion of discount on notes payable and deferred debt
issuance costs
    924,420       889,951  
Increase in investments due to PIK     (690,007 )      (1,223,928 ) 
Purchases of investments     (247,296,089 )      (357,875,715 ) 
Repayments of principal and reductions to investment cost value     146,797,332       115,635,844  
Proceeds from the sale of investments     52,261,336       51,528,113  
Net realized losses (gains) on investments     8,730,005       (8,468,819 ) 
Net change in unrealized appreciation on investments     48,848       12,776,898  
Decrease (increase) in interest and distributions receivable     164,826       (864,409 ) 
Increase in other assets     (161,729 )      (167,222 ) 
Decrease in accrued interest payable     (48,191 )      (1,660,955 ) 
(Decrease) increase in investment advisory fee payable     (273,356 )      1,333,395  
Decrease in accrued capital gains incentive fee     (3,034,889 )      (4,236,993 ) 
Increase in accrued expenses     208,307       547,932  
Net cash used by operating activities     (17,411,155 )      (171,730,056 ) 
CASH FLOWS FROM INVESTING ACTIVIES
                 
Change in restricted cash     (12,018,971 )      (51,771,245 ) 
Net cash used by investing activities     (12,018,971 )      (51,771,245 ) 
CASH FLOWS FROM FINANCING ACTIVITIES
                 
Proceeds from the issuance of Notes Payable – TICC CLO 2012-1 LLC (net of discount of $0 and $253,875, respectively)           119,746,125  
Deferred debt issuance costs           (1,069,313 ) 
Proceeds from the issuance of common stock     68,445,000       114,442,164  
Offering expenses from the issuance of common stock     (2,033,950 )      (4,162,377 ) 
Distributions paid (net of stock issued under dividend reinvestment plan of $1,087,093 and $1,611,626, respectively)     (33,818,574 )      (28,838,640 ) 
Net cash provided by financing activities     32,592,476       200,117,959  
Net increase (decrease) in cash and cash equivalents     3,162,350       (23,383,342 ) 
Cash and cash equivalents, beginning of period     14,933,074       51,392,949  
Cash and cash equivalents, end of period   $ 18,095,424     $ 28,009,607  
NON-CASH FINANCING ACTIVITIES
                 
Value of shares issued in connection with dividend reinvestment plan   $ 1,087,093     $ 1,611,626  
SUPPLEMENTAL DISCLOSURES
                 
Securities sold not settled   $ 2,226,747     $ 2,725,910  
Securities purchased not settled   $ 20,890,000     $ 49,462,219  
Cash paid for interest   $ 8,965,156     $ 9,774,301  

 
 
See Accompanying Notes.

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TICC CAPITAL CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2014

NOTE 1. UNAUDITED INTERIM FINANCIAL STATEMENTS

Interim consolidated financial statements of TICC Capital Corp. (“TICC” and, together with its subsidiaries, the “Company”) are prepared in accordance with generally accepted accounting principles (“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 financial statements prepared in accordance with GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring accruals, necessary for the fair statement of consolidated financial results for the interim periods have been included. The current period’s consolidated results of operations are not necessarily indicative of results that may be achieved for the year. The interim consolidated financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2013, as filed with the Securities and Exchange Commission (“SEC”).

Certain less significant amounts in prior period financial statements have been reclassified to conform to current period presentation.

NOTE 2. ORGANIZATION

The Company was incorporated under the General Corporation Laws of the State of Maryland on July 21, 2003 and is a non-diversified, closed-end investment company. TICC has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, TICC has elected to be treated for tax purposes as a regulated investment company (“RIC”), under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company’s investment objective is to maximize its total return, by investing primarily in corporate debt securities.

TICC’s investment activities are managed by TICC Management, LLC, (“TICC Management”), a registered investment adviser under the Investment Advisers Act of 1940, as amended. BDC Partners, LLC (“BDC Partners”) is the managing member of TICC Management and serves as the administrator of TICC.

On August 10, 2011, the Company completed a $225.0 million debt securitization financing transaction. The Class A Notes and the subordinated notes offered in the debt securitization were issued by TICC CLO LLC (“2011 Securitization Issuer” or “TICC CLO”), a subsidiary of TICC Capital Corp. 2011-1 Holdings, LLC (“Holdings”), which is in turn a direct subsidiary of TICC. For further information on this securitization, see Note 4.

On August 23, 2012, the Company completed a $160 million debt securitization financing transaction, consisting of $120 million in secured notes and $40 million of subordinated notes. The secured notes and subordinated notes offered in the debt securitization were issued by TICC CLO 2012-1, a subsidiary of TICC. On February 25, 2013 and May 28, 2013, TICC CLO 2012-1 issued additional secured notes totaling an aggregate of $120 million and subordinated notes totaling an aggregate of $40 million, which subordinated notes were purchased by the Company. For further information on this securitization, see Note 4.

The Company consolidated the results of its subsidiaries, Holdings, TICC CLO and TICC CLO 2012-1, in its consolidated financial statements as the subsidiaries are operated solely for investment activities of the Company, and the Company has substantial equity at risk. The creditors of TICC CLO and TICC CLO 2012-1 have received security interests in the assets owned by TICC CLO and TICC CLO 2012-1, respectively, and such assets are not intended to be available to the creditors of TICC (or any other affiliate of TICC).

On September 26, 2012, the Company closed a private placement of 5-year unsecured 7.50% Senior Convertible Notes Due 2017 (the “Convertible Notes”). A total of $105 million aggregate principal amount of the Convertible Notes was issued at the closing. An additional $10 million aggregate principal amount of the Convertible Notes were issued on October 22, 2012 pursuant to the exercise of the initial purchasers’ option to purchase additional Convertible Notes. The Convertible Notes are convertible into shares of the Company’s

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TICC CAPITAL CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2014

NOTE 2. ORGANIZATION  – (continued)

common stock based on an initial conversion rate of 87.2448 shares of the Company’s common stock per $1,000 principal amount of Convertible Notes. For further information on these convertible notes, see Note 4.

NOTE 3. INVESTMENT VALUATION

The most significant estimates made in the preparation of TICC’s consolidated financial statements are the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded. TICC believes that there is no single definitive method for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments TICC makes. TICC is required to specifically fair value each individual investment on a quarterly basis.

ASC 820-10, Fair Value Measurements and Disclosure, clarified the definition of fair value and requires companies to expand their disclosure about the use of fair value to measure assets and liabilities in interim and annual periods subsequent to initial recognition. ASC 820-10 defines fair value as 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. ASC 820-10 also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, which includes inputs such as quoted prices for similar securities in active markets and quoted prices for identical securities in markets that are not active; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. TICC has determined that due to the general illiquidity of the market for its investment portfolio, whereby little or no market data exists, almost all of TICC’s investments are based upon “Level 3” inputs.

TICC’s Board of Directors determines the value of its investment portfolio each quarter. In connection with that determination, members of TICC Management’s portfolio management team prepare portfolio company valuations using the most recent portfolio company financial statements and forecasts. Since March 2004, TICC has engaged third-party valuation firms to provide assistance in valuing its bilateral investments and, more recently, for certain of its syndicated loans, although TICC’s Board of Directors ultimately determines the appropriate valuation of each such investment.

TICC’s process for determining the fair value of a bilateral investment begins with determining the enterprise value of the portfolio company. Enterprise value means the entire value of the company to a potential buyer, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time. The fair value of TICC’s investment is based, in part, on the enterprise value at which the portfolio company could be sold in an orderly disposition over a reasonable period of time between willing parties other than in a forced or liquidation sale. The liquidity event whereby TICC exits a private investment is generally the sale, the recapitalization or, in some cases, the initial public offering of the portfolio company.

There is no one methodology to determine enterprise value and, in fact, for any one portfolio company, enterprise value is best expressed as a range of fair values, from which TICC derives a single estimate of enterprise value. To determine the enterprise value of a portfolio company, TICC analyzes the historical and projected financial results, as well as the nature and value of any collateral. TICC also uses industry valuation benchmarks and public market comparables. TICC also considers other events, including private mergers and acquisitions, a purchase transaction, public offering or subsequent debt or equity sale or restructuring, and include these events in the enterprise valuation process. TICC generally requires portfolio companies to provide annual audited and quarterly unaudited financial statements, as well as annual projections for the upcoming fiscal year.

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TICC CAPITAL CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2014

NOTE 3. INVESTMENT VALUATION  – (continued)

Typically, TICC’s bilateral debt investments are valued on the basis of a fair value determination arrived at through an analysis of the borrower’s financial and operating condition or other factors, as well as consideration of the entity’s enterprise value. The types of factors that TICC may take into account in valuing its investments include: market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flows, among other factors. The fair value of equity interests in portfolio companies is determined based on various factors, including the enterprise value remaining for equity holders after the repayment of the portfolio company’s debt and other preference capital, and other pertinent factors such as recent offers to purchase a portfolio company, recent transactions involving the purchase or sale of the portfolio company’s equity securities, or other liquidity events. The determined equity values are generally discounted when TICC has a minority position, restrictions on resale, specific concerns about the receptivity of the capital markets to a specific company at a certain time, or other factors.

To the extent that TICC believes that it has become probable that a loan is not collectible or probable that an equity investment is not realizable, TICC will classify that amount as a realized loss. Changes in fair value, other than such changes that are considered probable of non-collection or non-realization, as described above, are recorded in the statement of operations as net change in unrealized appreciation or depreciation.

Under the valuation procedures approved by TICC’s Board of Directors, upon the recommendation of the Valuation Committee, a third-party valuation firm will prepare valuations for each of TICC’s bilateral investments for which market quotations are not readily available that, when combined with all other investments in the same portfolio company, (i) have a value as of the previous quarter of greater than or equal to 2.5% of its total assets as of the previous quarter, and (ii) have a value as of the current quarter of greater than or equal to 2.5% of its total assets as of the previous quarter, after taking into account any repayment of principal during the current quarter. In addition, the frequency of those third-party valuations of TICC’s portfolio securities is based upon the grade assigned to each such security under its credit grading system as follows: Grade 1, at least annually; Grade 2, at least semi-annually; Grades 3, 4, and 5, at least quarterly. TICC Management also retains the authority to seek, on TICC’s behalf, additional third party valuations with respect to both TICC’s bilateral portfolio securities and TICC’s syndicated loan investments. TICC’s Board of Directors retains ultimate authority as to the third-party review cycle as well as the appropriate valuation of each investment.

In accordance with ASC 820-10-35, TICC’s valuation procedures specifically provide for the review of indicative quotes supplied by the large agent banks that make a market for each security. However, the marketplace for which TICC obtains indicative bid quotes for purposes of determining the fair value of its syndicated loan investments have shown these attributes of illiquidity as described by ASC-820-10-35. Due to limited market liquidity in the syndicated loan market, TICC believes that the non-binding indicative bids received from agent banks for certain syndicated investments that TICC owns may not be determinative of their fair value and therefore alternative valuation procedures may need to be undertaken. As a result, TICC has engaged third-party valuation firms to provide assistance in valuing certain syndicated investments that TICC owns. In addition, TICC Management prepares an analysis of each syndicated loan, including a financial summary, covenant compliance review, recent trading activity in the security, if known, and other business developments related to the portfolio company. All available information, including non-binding indicative bids which may not be determinative of fair value, is presented to the Valuation Committee to consider in its determination of fair value. In some instances, there may be limited trading activity in a security even though the market for the security is considered not active. In such cases the Valuation Committee will consider the number of trades, the size and timing of each trade, and other circumstances around such trades, to the extent such information is available, in its determination of fair value. The Valuation Committee will evaluate the impact of such additional information, and factor it into its

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TICC CAPITAL CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2014

NOTE 3. INVESTMENT VALUATION  – (continued)

consideration of the fair value that is indicated by the analysis provided by third-party valuation firms, if any. TICC has considered the factors described in ASC 820-10 and has determined that TICC is properly valuing the securities in its portfolio.

During the past several years, TICC has acquired a number of debt and equity positions in collateralized loan obligation (“CLO”) investment vehicles. These investments are special purpose financing vehicles. In valuing such investments, TICC considers the operating metrics of the specific investment vehicle, including compliance with collateralization tests, defaulted and restructured securities, and payment defaults, if any. In addition, TICC considers the indicative prices provided by a recognized industry pricing service as well as the indicative prices provided by the broker who arranges transactions in such investment vehicles, as well as any available information on other relevant transactions including firm bids and offers in the market. TICC Management or the Valuation Committee may request an additional analysis by a third-party firm to assist in the valuation process of CLO investment vehicles. All information is presented to TICC’s Board of Directors for its determination of fair value of these investments.

The Company’s assets measured at fair value on a recurring basis at June 30, 2014, were as follows:

       
($ in millions)   Fair Value Measurements at Reporting Date Using  
Assets   Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
  Significant Other
Observable
Inputs
(Level 2)
  Significant Unobservable Inputs
(Level 3)
  Total
Senior Secured Notes   $ 0.0     $ 21.0     $ 657.1     $ 678.1  
Senior Unsecured Notes     0.0       0.0       6.1       6.1  
CLO Debt     0.0       0.0       21.5       21.5  
CLO Equity     0.0       0.0       264.6       264.6  
Common Stock     0.0       0.0       14.5       14.5  
Preferred Shares     0.0       0.0       0.0       0.0  
Warrants to purchase equity     0.0       0.0       0.1       0.1  
Total   $ 0.0     $ 21.0     $ 963.9     $ 984.9  

Level 2 securities are valued based on quotations for those identical securities received from independent pricing services or from dealers who make markets in such securities in markets that are not considered active. If there are several different sources of quotations and there is a reasonable level of trading activity, we will categorize these investments as Level 2 in the hierarchy.

Significant Unobservable Inputs for Level 3 Investments

The following table provides quantitative information about the Company’s Level 3 fair value measurements as of June 30, 2014. The Company’s valuation policy, as described above, establishes parameters for the sources and types of valuation analysis, as well as the methodologies and inputs that the Company uses in determining fair value. If the Valuation Committee or TICC Management determines that additional techniques, sources or inputs are appropriate or necessary in a given situation, such additional work will be undertaken. The table, therefore, is not all-inclusive, but provides information on the significant Level 3 inputs that are pertinent to the Company’s fair value measurements. The weighted average calculations in the table below are based on principal balances for all debt related calculations and CLO equity.

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TICC CAPITAL CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2014

NOTE 3. INVESTMENT VALUATION  – (continued)

       
($ in millions)   Quantitative Information about Level 3 Fair Value Measurements  
Assets   Fair Value
as of June 30, 2014
  Valuation
Techniques/ Methodologies
  Unobservable Input   Range/Weighted Average(8)
Corporate debt investments syndicated   $ 649.4       market quotes       NBIB(1)       68.0% - 101.9%/99.0 % 
                         ICG(4)       2 - 3/2.1  
bilateral     13.9       valuation analysis(2)/       EBITDA(3)     $ 2.6/ncm(6)  
                enterprise value       market multiples(3)       5.0x - 6.0x/ncm(6)  
                         ICG(4)       3/3.0  
CLO debt     21.5       market quotes       NBIB(1)       84.1% - 90.4%/87.9 % 
                         ICG(4)       2/2.0  
CLO equity     264.6       market quotes/       NBIB(1)       20.3% - 119.0%/84.6 % 
                net present value(7)                    
Other investments     14.5       valuation analysis(2)/       EBITDA(3)     $ 2.6 - $178.4/ncm(6)  
                enterprise value       market multiples(3)       7.0x - 9.3x/ncm(6)  
                      discount rates(5)       20.0% - 30.0%/ncm(6)  
Total Fair Value for Level 3 Investments   $ 963.9                    

(1) The Company generally uses prices provided by an independent pricing service, or broker or agent bank non-binding indicative bid prices (NBIB) on or near the valuation date as the primary basis for the fair value determinations for syndicated notes, and CLO debt and equity investments. These bid prices are non-binding, and may not be determinative of fair value. Each bid price is evaluated by the Valuation Committee in conjunction with additional information compiled by TICC Management, including financial performance, recent business developments, and, in the case of CLO debt and equity investments, performance and covenant compliance information as provided by the independent trustee.
(2) For the Company’s bilateral debt investments and equity investments, third-party valuation firms evaluate the financial and operational information of the portfolio companies that the Company provides to them, as well as independent market and industry information that they consider appropriate in forming an opinion as to the fair value of the Company’s securities. In those instances where the carrying value and/or internal credit rating of the investment does not require the use of a third-party valuation firm, a valuation is prepared by TICC Management, which may include liquidation analysis or which may utilize a subsequent transaction to provide an indication of fair value.
(3) EBITDA, or earnings before interest expense, taxes, depreciation and amortization, is an unobservable input which is generally based on most recently available twelve month financial statements provided by the portfolio company. Market multiples, also an unobservable input, represent an estimation of where market participants might value an enterprise based upon information available for comparable companies in the market.
(4) The Company has adopted a credit grading system for its debt investments as part of the valuation process. The internal credit grading (ICG), which ranges from 1 (highest) to 5 (lowest), is an unobservable input which represents a proprietary grading system developed by TICC Management.
(5) Discount rate represents the rate at which future cash flows are discounted to calculate a present value, reflecting market assumptions for risk.
(6) The calculation of weighted average for a range of values, for multiple investments within a given asset category, is not considered to provide a meaningful representation (“ncm”).
(7) The Company will calculate the fair value of certain CLO equity investments based upon the net present value of expected contractual payment streams discounted using estimated yields for the equity tranche of the respective CLO vehicle.
(8) Weighted averages are calculated based on fair value of investments.

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TICC CAPITAL CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2014

NOTE 3. INVESTMENT VALUATION  – (continued)

Significant increases or decreases in any of the unobservable inputs in isolation may result in a significantly lower or higher fair value measurement.

The following table provides quantitative information about the Company’s Level 3 fair value measurements as of December 31, 2013:

       
($ in millions)   Quantitative Information about Level 3 Fair Value Measurements  
Assets   Fair Value as of December 31, 2013   Valuation
Techniques/
Methodologies
  Unobservable Input   Range/Weighted Average(8)
Corporate debt investments syndicated   $ 619.7       market quotes       NBIB(1)       55.0% - 102.9%/98.0 % 
                         ICG(4)       2 – 5/2.1  
bilateral     13.9       valuation analysis(2)/       EBITDA(3)     $ 3.0/ncm(6)  
                enterprise value       market multiples(3)       5.50 - 6.50x/ncm(6)  
                         ICG(4)       3/3.0  
CLO debt     28.9       market quotes       NBIB(1)       86.3% - 93.1%/88.9 % 
                         ICG(4)       2/2.0  
CLO equity     237.2       market quotes/net       NBIB(1)       28.0% - 122.0%/83.3 % 
                present value(7)                    
Other investments     15.0       valuation analysis(2)/       EBITDA(3)     $ 2.9 - $184.7/ncm(6)  
                enterprise value       market multiples(3)       3.9 - 8.6x/ncm(6)  
                      discount rates(5)       20% - 35.0%/ncm(6)  
Total Fair Value for Level 3 Investments   $ 914.7                    

(1) The Company generally uses prices provided by an independent pricing service, or broker or agent bank non-binding indicative bid prices (NBIB) on or near the valuation date as the primary basis for the fair value determinations for syndicated notes, and CLO debt and equity investments. These bid prices are non-binding, and may not be determinative of fair value. Each bid price is evaluated by the Valuation Committee in conjunction with additional information compiled by TICC Management, including financial performance, recent business developments, and, in the case of CLO debt and equity investments, performance and covenant compliance information as provided by the independent trustee.
(2) For the Company’s bilateral debt investments and equity investments, third-party valuation firms evaluate the financial and operational information of the portfolio companies that the Company provides to them, as well as independent market and industry information that they consider appropriate in forming an opinion as to the fair value of the Company’s securities. In those instances where the carrying value and/or internal credit rating of the investment does not require the use of a third-party valuation firm, a valuation is prepared by TICC Management, which may include liquidation analysis or which may utilize a subsequent transaction to provide an indication of fair value.
(3) EBITDA, or earnings before interest expense, taxes, depreciation and amortization, is an unobservable input which is generally based on most recently available twelve month financial statements provided by the portfolio company. Market multiples, also an unobservable input, represent an estimation of where market participants might value an enterprise based upon information available for comparable companies in the market.
(4) The Company has adopted a credit grading system for its debt investments as part of the valuation process. The internal credit grading (ICG), which ranges from 1 (highest) to 5 (lowest), is an unobservable input which represents a proprietary grading system developed by TICC Management.
(5) Discount rate represents the rate at which future cash flows are discounted to calculate a present value, reflecting market assumptions for risk.

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TICC CAPITAL CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2014

NOTE 3. INVESTMENT VALUATION  – (continued)

(6) The calculation of weighted average for a range of values, for multiple investments within a given asset category, is not considered to provide a meaningful representation (“ncm”).
(7) The Company will calculate the fair value of certain CLO equity investments based upon the net present value of expected contractual payment streams discounted using estimated yields for the equity tranche of the respective CLO vehicle.
(8) Weighted averages are calculated based on fair value of investments.

Significant increases or decreases in any of the unobservable inputs in isolation may result in a significantly lower or higher fair value measurement.

Financial Instruments Disclosed, But Not Carried, At Fair Value

The following table presents the carrying value and fair value of the Company’s financial liabilities disclosed, but not carried, at fair value as of June 30, 2014 and the level of each financial liability within the fair value hierarchy.

         
($ in thousands)   Carrying Value   Fair Value   Level 1   Level 2   Level 3
TICC CLO LLC Class A Notes, net of discount   $ 100,120     $ 101,301     $     $     $ 101,301  
TICC CLO 2012-1 LLC Class A-1 Notes, net of discount     174,170       176,088                   176,088  
TICC CLO 2012-1 LLC Class B-1 Notes, net of discount     19,497       20,026                   20,026  
TICC CLO 2012-1 LLC Class C-1 Notes, net of discount     22,149       23,030                   23,030  
TICC CLO 2012-1 LLC Class D-1 Notes, net of discount     20,037       21,027                   21,027  
2017 Convertible Notes     115,000       125,494                         125,494  
Total   $ 450,973     $ 466,966     $     $     $ 466,966  

The following table presents the carrying value and fair value of the Company’s financial liabilities disclosed, but not carried, at fair value as of December 31, 2013 and the level of each financial liability within the fair value hierarchy:

         
($ in thousands)   Carrying Value   Fair Value   Level 1   Level 2   Level 3
TICC CLO LLC Class A Notes, net of discount   $ 100,041     $ 100,617     $     $     $ 100,617  
TICC CLO 2012-1 LLC Class A-1 Notes, net of discount     174,072       173,061                   173,061  
TICC CLO 2012-1 LLC Class B-1 Notes, net of discount     19,471       19,950                   19,950  
TICC CLO 2012-1 LLC Class C-1 Notes, net of discount     22,105       23,058                   23,058  
TICC CLO 2012-1 LLC Class D-1 Notes, net of discount     19,987       21,000                   21,000  
2017 Convertible Notes     115,000       124,631                         124,631  
Total   $ 450,676     $ 462,317     $     $     $ 462,317  

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TICC CAPITAL CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2014

NOTE 3. INVESTMENT VALUATION  – (continued)

The fair values of the Company’s debt are determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. Fair value is based upon quotations received from dealers who make markets in these securities. Such quotations are based upon actual trades or actual bids and offers, to the extent that they are available, or by reference to comparable securities in the marketplace. As of June 30, 2014 and December 31, 2013, the debt would be deemed to be level 3 of the fair value hierarchy due to the general illiquidity of the market for these instruments.

A reconciliation of the fair value of investments for the three months ended June 30, 2014, utilizing significant unobservable inputs, is as follows:

               
               
($ in millions)   Senior
Secured Note Investments
  Senior Unsecured Note Investments   Collateralized Loan
Obligation Debt Investments
  Collateralized Loan
Obligation Equity Investments
  Common
Stock Investments
  Preferred Share Equity Investments   Warrants to Purchase Equity Investments   Total
Balance at March 31, 2014   $ 626.5     $ 6.0     $ 23.3     $ 269.7     $ 12.8     $ 0.0     $ 0.6     $ 938.9  
Realized gains (losses) included in earnings     (4.7 )      0.0       0.1       (2.2 )      (0.4 )      (0.2 )      (0.4 )      (7.8 ) 
Unrealized (depreciation) appreciation included in earnings     3.1       0.0       (0.1 )      0.0       0.1       0.2       0.2       3.5  
Accretion of discount     0.6       0.0       0.1       0.0       0.0       0.0       0.0       0.7  
Purchases(1)     150.1       0.0       0.0       26.1       2.0       0.0       0.0       178.2  
Repayments and Sales     (118.8 )      0.0       (1.9 )      (29.0 )      0.0       0.0       (0.3 )      (150.0 ) 
Payment in Kind income     0.3       0.1       0.0       0.0       0.0       0.0       0.0       0.4  
Transfers in and/or out of
level 3
    0.0       0.0       0.0       0.0       0.0       0.0       0.0       0.0  
Balance at June 30, 2014   $ 657.1     $ 6.1     $ 21.5     $ 264.6     $ 14.5     $ 0.0     $ 0.1     $ 963.9  
The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to our Level 3 assets still held at the reporting date and reported within the net change in unrealized gains or losses on investments in our Statement of Operations   $ (0.7 )    $ 0.0     $ (0.1 )    $ (2.9 )    $ (0.4 )    $ 0.0     $ (0.3 )    $ (4.4 ) 

(1) Includes rounding adjustments to reconcile period balances.

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TICC CAPITAL CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2014

NOTE 3. INVESTMENT VALUATION  – (continued)

A reconciliation of the fair value of investments for the six months ended June 30, 2014, utilizing significant unobservable inputs, is as follows:

               
               
($ in millions)   Senior
Secured Note Investments
  Senior Unsecured Note Investments   Collateralized Loan
Obligation Debt Investments
  Collateralized Loan
Obligation Equity Investments
  Common
Stock Investments
  Preferred Share Equity Investments   Warrants to Purchase Equity Investments   Total
Balance at December 31, 2013   $ 627.8     $ 5.8     $ 28.9     $ 237.1     $ 13.8     $ 0.4     $ 0.9     $ 914.7  
Realized gains (losses) included in earnings     (6.2 )      0.0       0.7       (2.2 )      (0.4 )      (0.2 )      (0.4 )      (8.7 ) 
Unrealized (depreciation) appreciation included in earnings     3.5       0.1       (0.7 )      (1.8 )      (0.9 )      (0.2 )      (0.1 )      (0.1 ) 
Accretion of discount     1.2       0.0       0.2       0.0       0.0       0.0       0.0       1.4  
Purchases     198.7       0.0       0.0       60.6       2.0       0.0       0.0       261.3  
Repayments and Sales     (168.4 )      0.0       (7.6 )      (29.1 )      0.0       0.0       (0.3 )      (205.4 ) 
Payment in Kind income     0.5       0.2       0.0       0.0       0.0       0.0       0.0       0.7  
Transfers in and/or out of
level 3
    0.0       0.0       0.0       0.0       0.0       0.0       0.0       0.0  
Balance at June 30, 2014   $ 657.1     $ 6.1     $ 21.5     $ 264.6     $ 14.5     $ 0.0     $ 0.1     $ 963.9  
The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to our Level 3 assets still held at the reporting date and reported within the net change in unrealized gains or losses on investments in our Statement of Operations   $ 0.1     $ 0.0     $ (0.1 )    $ (4.1 )    $ (1.3 )    $ 0.0     $ (0.4 )    $ (5.8 ) 

Our assets measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820-10-35 at December 31, 2013, were as follows:

       
($ in millions)   Fair Value Measurements at Reporting Date Using  
Assets   Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
  Total
Senior Secured Notes   $ 0.0     $ 16.9     $ 627.8     $ 644.7  
Senior Unsecured Notes     0.0       0.0       5.8       5.8  
CLO Debt     0.0       0.0       28.9       28.9  
CLO Equity     0.0       0.0       237.1       237.1  
Common Stock     0.0       0.0       13.8       13.8  
Preferred Shares     0.0       0.0       0.4       0.4  
Warrants to purchase equity     0.0       0.0       0.9       0.9  
Total   $ 0.0     $ 16.9     $ 914.7     $ 931.6  

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TABLE OF CONTENTS

TICC CAPITAL CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2014

NOTE 3. INVESTMENT VALUATION  – (continued)

A reconciliation of the fair value of investments for the three months ended June 30, 2013, utilizing significant unobservable inputs, is as follows:

                 
                 
($ in millions)   Senior
Secured Note Investments
  Senior Unsecured Note Investments   Collateralized Loan
Obligation Debt Investments
  Collateralized Loan
Obligation Equity Investments
  Subordinated Note Investments   Common Stock Investments   Preferred Share Equity Investments   Warrants to Purchase Equity Investments   Total
Balance at March 31, 2013   $ 557.3     $ 5.3     $ 44.8     $ 192.3     $ 0.0     $ 11.5     $ 2.1     $ 0.5     $ 813.8  
Realized gains (losses) included in earnings     0.3       0.0       2.4       (0.8 )      0.0       0.0       0.0       0.0       1.9  
Unrealized (depreciation) appreciation included in earnings     (4.8 )      0.0       (2.4 )      (9.9 )      0.0       3.0       (1.8 )      0.0       (15.9 ) 
Accretion of discount     0.7       0.0       0.3       0.0       0.0       0.0       0.0       0.0       1.0  
Purchases(1)     165.5       0.0       6.3       19.1       0.0       0.0       0.0       0.0       190.9  
Repayments and Sales     (92.3 )      0.0       (6.4 )      (4.8 )      0.0       0.0       0.0       0.0       (103.5 ) 
Payment in Kind income     0.9       0.0       0.0       0.0       0.0       0.0       0.1       0.0       1.0  
Transfers in and/or out of
level 3
    0.0       0.0       0.0       0.0       0.0       0.0       0.0       0.0       0.0  
Balance at June 30, 2013   $ 627.6     $ 5.3     $ 45.0     $ 195.9     $ 0.0     $ 14.5     $ 0.4     $ 0.5     $ 889.2  
The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to our Level 3 assets still held at the reporting date and reported within the net change in unrealized gains or losses on investments in our Statement of Operations   $ (4.0 )    $ 0.0     $ (0.2 )    $ (10.3 )    $ 0.0     $ 3.0     $ (1.8 )    $ 0.0     $ (13.3 ) 

(1) Includes rounding adjustments to reconcile period balances.

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TICC CAPITAL CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2014

NOTE 3. INVESTMENT VALUATION  – (continued)

A reconciliation of the fair value of investments for the six months ended June 30, 2013, utilizing significant unobservable inputs, is as follows:

                 
                 
($ in millions)   Senior Secured Note Investments   Senior Unsecured Note Investments   Collateralized Loan
Obligation Debt Investments
  Collateralized Loan
Obligation Equity Investments
  Subordinated Note Investments   Common Stock Investments   Preferred Share Equity Investments   Warrants to Purchase Equity Investments   Total
Balance at December 31,
2012
  $ 485.1     $ 0.0     $ 55.6     $ 109.3     $ 0.1     $ 4.4     $ 2.7     $ 0.5     $ 657.7  
Realized gains (losses) included in earnings     1.1       0.6       7.6       (0.8 )      0.0       0.0       0.0       0.0       8.5  
Unrealized (depreciation) appreciation included in earnings     0.7       2.7       (5.4 )      (14.7 )      0.0       6.7       (2.5 )      0.0       (12.5 ) 
Accretion of discount     1.5       0.0       0.7       0.0       0.0       0.0       0.0       0.0       2.2  
Purchases(1)     270.6       3.1       11.4       106.9       0.0       3.4       0.0       0.0       395.4  
Repayments and Sales(1)     (132.4 )      (1.1 )      (24.9 )      (4.8 )      (0.1 )      0.0       0.0       0.0       (163.3 ) 
Payment in Kind income     1.0       0.0       0.0       0.0       0.0       0.0       0.2       0.0       1.2  
Transfers in and/or out of
level 3
    0.0       0.0       0.0       0.0       0.0       0.0       0.0       0.0       0.0  
Balance at June 30, 2013   $ 627.6     $ 5.3     $ 45.0     $ 195.9     $ 0.0     $ 14.5     $ 0.4     $ 0.5     $ 889.2  
The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to our Level 3 assets still held at the reporting date and reported within the net change in unrealized gains or losses on investments in our Statement of Operations   $ 1.3     $ 2.7     $ 1.0     $ (15.1 )    $ 0.0     $ 6.7     $ (2.5 )    $ 0.0     $ (5.9 ) 

The following table shows the fair value of TICC’s portfolio of investments by asset class as of June 30, 2014 and December 31, 2013:

       
  June 30, 2014   December 31, 2013
     Investments at Fair Value   Percentage of Total Portfolio   Investments at Fair Value   Percentage of Total Portfolio
     (dollars in millions)   (dollars in millions)
Senior Secured Notes   $ 678.1       68.8 %    $ 644.7       69.2 % 
Senior Unsecured Notes     6.1       0.6 %      5.8       0.6 % 
CLO Debt     21.5       2.2 %      28.9       3.1 % 
CLO Equity     264.6       26.9 %      237.1       25.5 % 
Common Stock     14.5       1.5 %      13.8       1.5 % 
Preferred Shares     0.0       0.0 %      0.4       0.0 % 
Warrants     0.1       0.0 %      0.9       0.1 % 
Total   $ 984.9       100.0 %    $ 931.6       100.0 % 

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TICC CAPITAL CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2014

NOTE 4. BORROWINGS

In accordance with the 1940 Act, with certain limited exceptions, the Company is only allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 200% after such borrowing. As of June 30, 2014, the Company’s asset coverage for borrowed amounts was 227.1%.

The following are the Company’s outstanding principal amounts, carrying values and fair values of the Company’s notes payable as of June 30, 2014 and December 31, 2013. Fair values of our notes payable are based upon the bid price provided by the placement agent at the measurement date:

           
           
  As of
     June 30, 2014   December 31, 2013
($ in thousands)   Principal Amount   Carrying Value   Fair
Value
  Principal Amount   Carrying Value   Fair
Value
TICC CLO LLC 2021 Notes   $ 101,250     $ 100,120 (1)    $ 101,301     $ 101,250     $ 100,041 (1)    $ 100,617  
TICC CLO 2012-1 LLC Class A-1 2023 Notes     176,000       174,170 (1)      176,088       176,000       174,072 (1)      173,061  
TICC CLO 2012-1 LLC Class B-1 2023 Notes     20,000       19,497 (1)      20,026       20,000       19,471 (1)      19,950  
TICC CLO 2012-1 LLC Class C-1 2023 Notes     23,000       22,149 (1)      23,030       23,000       22,105 (1)      23,058  
TICC CLO 2012-1 LLC Class D-1 2023 Notes     21,000       20,037 (1)      21,027       21,000       19,987 (1)      21,000  
Sub-total TICC CLO 2012-1, LLC     240,000       235,853       240,171       240,000       235,635       237,069  
2017 Convertible Notes     115,000       115,000       125,494       115,000       115,000       124,631  
     $ 456,250     $ 450,973     $ 466,966     $ 456,250     $ 450,676     $ 462,317  

(1) Represents the aggregate principal amount outstanding less the unaccreted discount. As of June 30, 2014, the total unaccreted discount for the 2021 Notes, the 2023 Class A Notes, the 2023 Class B Notes, the 2023 Class C Notes and the 2023 Class D Notes was approximately $1,130, $1,830, $503, $851 and $963, respectively. As of December 31, 2013, the total unaccreted discount for the 2021 Notes, the 2023 Class A Notes, the 2023 Class B Notes, the 2023 Class C Notes and the 2023 Class D Notes was approximately $1,209, $1,928, $529, $895 and $1,013, respectively.

The weighted average stated interest rate and weighted average maturity on all our debt outstanding as of June 30, 2014 were 3.89% and 7.23 years, respectively, and as of December 31, 2013 were 3.90% and 7.73 years, respectively.

Debt Securitization

Notes Payable — TICC CLO LLC

On August 10, 2011, the Company completed a $225.0 million debt securitization financing transaction. The Class A Notes and the subordinated notes offered in the debt securitization were issued by TICC CLO LLC (“2011 Securitization Issuer” or “TICC CLO”), a subsidiary of TICC Capital Corp. 2011-1 Holdings, LLC (“Holdings”), which is in turn a direct subsidiary of TICC. The Class A Notes are secured by the assets held by the 2011 Securitization Issuer. The securitization was executed through a private placement of $101.25 million of secured notes rated AAA/Aaa by Standard & Poor’s Rating Service (“S&P”) and Moody’s Investors Service Inc. (“Moody’s”), respectively, and bearing interest at the three-month LIBOR plus 2.25%. Holdings retained all of the subordinated notes, which totaled $123.75 million (the “2011 Subordinated Notes”), and retained all the membership interests in the 2011 Securitization Issuer. The notes were sold at a discount to par, and the amount of the discount is being amortized over the term of the notes. The Class A Notes are included in the June 30, 2014 consolidated statements of assets and liabilities. For the three and six months ended June 30, 2014, the Class A note holders were paid interest on the Class A notes of approximately $0.6 million and $1.3 million, respectively. The 2011 Subordinated Notes do not bear interest, but are entitled to the residual economic interest in the 2011 Securitization Issuer.

During a period of up to three years from the closing date, all principal collections received on the underlying collateral may be used by the Securitization Issuer to purchase new collateral under the Company’s

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TICC CAPITAL CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2014

NOTE 4. BORROWINGS  – (continued)

direction in its capacity as collateral manager of the 2011 Securitization Issuer and in accordance with its investment strategy, allowing it to maintain the initial leverage in the securitization for such three-year period. The Class A Notes are scheduled to mature on July 25, 2021.

The proceeds of the private placement of the Class A Notes, net of discount and debt issuance costs, were used for investment purposes. As part of the securitization, the Company entered into a master loan sale agreement with Holdings and the 2011 Securitization Issuer under which it agreed to sell or contribute certain senior secured and second lien loans (or participation interests therein) to Holdings, and Holdings agreed to sell or contribute such loans (or participation interests therein) to the 2011 Securitization Issuer and to purchase or otherwise acquire subordinated notes issued by the Securitization Issuer. The Class A Notes are the secured obligations of the 2011 Securitization Issuer, and an indenture governing the Notes includes customary covenants and events of default.

The Company serves as collateral manager to the 2011 Securitization Issuer under a collateral management agreement. The Company is entitled to a deferred fee for our services as collateral manager. The deferred fee is eliminated in consolidation.

As of June 30, 2014, there were 41 investments in portfolio companies with a total fair value of approximately $216.8 million, securing the Class A Notes. The pool of loans in the securitization must meet certain requirements, including asset mix and concentration, collateral coverage, term, agency rating, minimum coupon, minimum spread and sector diversity requirements.

Deferred debt issuance costs represent fees and other direct incremental costs incurred in connection with the Company’s debt securitization. As of June 30, 2014, the Company had a deferred debt issuance balance of approximately $2.1 million. Discount on the notes of the 2011 Securitization Issuer at the time of issuance totaled approximately $1.6 million. These amounts are being amortized and included in interest expense in the consolidated statements of operations over the term of the debt securitization. As indicated below, amortization expense for each of the three and six months ended June 30, 2014 and 2013 was approximately $75,000 and $150,000, respectively.

The following table sets forth the components of interest expense, effective annualized average interest rates and cash paid for interest for the three and six months ended June 30, 2014 and 2013, respectively:

       
TICC CLO LLC   Three Months Ended
June 30,
2014
  Six Months Ended
June 30,
2014
  Three Months Ended
June 30,
2013
  Six Months Ended
June 30,
2013
Stated interest expense   $ 635,070     $ 1,264,979     $ 648,111     $ 1,294,794  
Amortization of deferred issuance costs     75,422       150,015       75,422       150,015  
Note discount expense     39,596       78,741       39,533       78,617  
Total interest expense   $ 750,088     $ 1,493,735     $ 763,066     $ 1,523,426  
Effective annualized average interest rate     2.97 %      2.98 %      3.02 %      3.03 % 
Cash paid for interest   $ 615,929     $ 1,273,786     $ 645,722     $ 1,309,480  

Effective January 1, 2014 and through January 26, 2014, the interest rate of approximately 2.488% charged under the securitization was based on three-month LIBOR of 0.238%. Effective January 27, 2014 and through April 24, 2014, the interest rate of approximately 2.489% charged under the securitization was based on three-month LIBOR of 0.239%. Effective April 25, 2014 and through June 30, 2014, the interest rate of approximately 2.479% charged under the securitization was based on three-month LIBOR of 0.229%.

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TICC CAPITAL CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2014

NOTE 4. BORROWINGS  – (continued)

The amounts, ratings and interest rates (expressed as a spread to LIBOR) of the Class A Notes are as follows:

 
Description   Class A Notes
Type   Senior Secured
Floating Rate
Amount Outstanding   $101,250,000
Moody’s Rating   “Aaa”
Standard & Poor’s Rating   “AAA”
Interest Rate   LIBOR + 2.25%
Stated Maturity   July 25, 2021

Notes Payable — TICC CLO 2012-1 LLC

On August 23, 2012, the Company completed a $160 million debt securitization financing transaction, consisting of $120 million in secured notes and $40 million of subordinated notes. On February 25, 2013 and May 28, 2013, TICC CLO 2012-1 LLC issued additional secured notes totaling an aggregate of $120 million and subordinated notes totaling an aggregate of $40 million, which subordinated notes were purchased by us, under the “accordion” feature of the debt securitization which allowed, under certain circumstances and subject to the satisfaction of certain conditions, for an increase in the amount of secured and subordinated notes. It is not necessary that the Company owns all or any of the notes permitted by this feature, which may affect the accounting treatment of the debt securitization financing transaction. As of June 30, 2014 the secured notes of the 2012 Securitization Issuer have an aggregate face amount of $240 million and were issued in four classes. The class A-1 notes have a current face amount of $176 million, are rated AAA(sf)/Aaa(sf) by Standard & Poor’s Ratings Services (S&P) and Moody’s Investors Service, Inc. (Moody’s), respectively, and bear interest at three-month LIBOR plus 1.75%. The class B-1 notes have a current face amount of $20 million, are rated AA(sf)/Aa2(sf) by S&P and Moody’s, respectively, and bear interest at three-month LIBOR plus 3.50%. The class C-1 notes have a current face amount of $23 million, are rated A(sf)/A2(sf) by S&P and Moody’s, respectively, and bear interest at three-month LIBOR plus 4.75%. The class D-1 notes have a current face amount of $21 million, are rated BBB(sf)/Baa2(sf) by S&P and Moody’s, respectively, and bear interest at three-month LIBOR plus 5.75%. TICC presently owns all of the subordinated notes, which totaled $80 million as of June 30, 2014.

During a period of up to four years from the closing date, all principal collections received on the underlying collateral may be used by the 2012 Securitization Issuer to purchase new collateral under our direction in our capacity as collateral manager of the 2012 Securitization Issuer and in accordance with our investment strategy, allowing us to maintain the initial leverage in the securitization for such four-year period. All note classes are scheduled to mature on August 25, 2023.

The proceeds of the private placement of the Classes A, B, C, D and 2012 Subordinated Notes of the 2012 Securitization Issuer, net of discount and debt issuance costs, were used for investment purposes. As part of the securitization, the Company entered into a master loan sale agreement with TICC CLO 2012-1 pursuant to which TICC agreed to sell or contribute certain senior secured and second lien loans (or participation interests therein) to TICC CLO 2012-1, and to purchase or otherwise acquire the 2012 Subordinated Notes. The Classes A, B, C, D and 2012 Subordinated Notes of the 2012 Securitization Issuer are the secured obligations of TICC CLO 2012-1, and an indenture governing the notes of the 2012 Securitization Issuer includes customary covenants and events of default.

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TICC CAPITAL CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2014

NOTE 4. BORROWINGS  – (continued)

As of June 30, 2014, there were 45 investments in portfolio companies with a total fair value of approximately $325.2 million, collateralizing the secured notes of the 2012 Securitization Issuer. The pool of loans in the securitization must meet certain requirements, including asset mix and concentration, collateral coverage, term, agency rating, minimum coupon, minimum spread and sector diversity requirements.

Deferred debt issuance costs represent fees and other direct incremental costs incurred in connection with our debt securitization. As of June 30, 2014, TICC had deferred debt issuance balance of approximately $3.1 million. Aggregate net discount on the notes of the 2012 Securitization Issuer at the time of issuance totaled approximately $4.9 million. These amounts are being amortized and included in interest expense in the consolidated statements of operations over the term of the debt securitization. The following table sets forth the components of interest expense, effective annualized average interest rates and cash paid for interest of the Class A-1, B-1, C-1 and D-1 for the three and six months ended June 30, 2014 and 2013, respectively:

       
TICC CLO 2012-1 LLC   Three Months Ended
June 30,
2014
  Six Months
Ended
June 30,
2014
  Three Months
Ended
June 30,
2013
  Six Months
Ended
June 30,
2013
Stated interest expense   $ 1,677,568     $ 3,339,486     $ 1,440,154     $ 2,530,010  
Amortization of deferred issuance costs     85,720       170,498       77,659       141,935  
Note discount expense     109,780       218,198       110,856       216,005  
Total interest expense   $ 1,873,068     $ 3,728,182     $ 1,628,669     $ 2,887,950  
Effective annualized average interest rate     3.13 %      3.13 %      3.24 %      3.43 % 
Cash paid for interest   $ 1,679,365     $ 3,378,870     $ 1,297,859     $ 3,313,779  

Effective January 1, 2014 and through February 24, 2014, the interest charged under the securitization was based on three-month LIBOR, which was 0.238%. Effective February 25, 2014 and through May 26, 2014, the interest charged under the securitization was based on three month LIBOR, which was approximately 0.235%. Effective May 27, 2014 and through June 30, 2014, the interest charged was based on three month LIBOR, which was approximately 0.227%.

The classes, interest rates, spread over LIBOR, cash paid for interest, stated interest expense and note discount expense of each of the Class A-1, B-1, C-1 and D-1 for the three and six months ended June 30, 2014 are as follows:

               
  Stated Interest Rate   LIBOR Spread (basis points)   Three Months Ended
June 30, 2014
  Six Months Ended
June 30, 2014
TICC CLO 2012-1 LLC   Cash Paid for Interest   Stated Interest Expense   Note Discount Expense   Cash Paid for Interest   Stated Interest Expense   Note Discount Expense
Class A-1 Notes     1.97715 %      175     $ 883,038     $ 881,720     $ 49,379     $ 1,777,015     $ 1,755,793     $ 98,193  
Class B-1 Notes     3.72715 %      350       188,817       188,668       13,372       379,850       375,495       26,581  
Class C-1 Notes     4.97715 %      475       289,814       289,641       22,217       582,974       576,366       44,143  
Class D-1 Notes     5.97715 %      575       317,696       317,539       24,812       639,031       631,832       49,281  
Total               $ 1,679,365     $ 1,677,568     $ 109,780     $ 3,378,870     $ 3,339,486     $ 218,198  

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TICC CAPITAL CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2014

NOTE 4. BORROWINGS  – (continued)

The classes, interest rates, spread over LIBOR, cash paid for interest, stated interest expense and note discount expense of each of the Class A-1, B-1, C-1 and D-1 for the three and six months ended June 30, 2013 are as follows:

               
  Stated Interest Rate   LIBOR Spread (basis points)   Three Months Ended
June 30, 2013
  Six Months Ended
June 30, 2013
TICC CLO 2012-1 LLC   Cash Paid for Interest   Stated Interest Expense   Note Discount Expense   Cash Paid for Interest   Stated Interest Expense   Note Discount Expense
Class A-1 Notes     2.02275 %      175     $ 687,519     $ 762,189     $ 49,290     $ 1,809,705     $ 1,355,574     $ 94,082  
Class B-1 Notes     3.77275 %      350       145,210       161,231       13,305       363,148       280,918       25,903  
Class C-1 Notes     5.02275 %      475       222,096       246,708       22,919       546,995       427,274       45,416  
Class D-1 Notes     6.02275 %      575       243,034       270,026       25,342       593,931       466,244       50,604  
Total               $ 1,297,859     $ 1,440,154     $ 110,856     $ 3,313,779     $ 2,530,010     $ 216,005  

The amounts, ratings and interest rates (expressed as a spread to LIBOR) of the Class A-1, B-1, C-1, D-1 and 2012 Subordinated Notes as of June 30, 2014 are as follows:

         
         
Description   Class A-1 Notes   Class B-1 Notes   Class C-1 Notes   Class D-1 Notes   Subordinated
Notes
Type     Senior Secured
Floating Rate
      Senior Secured
Floating Rate
      Secured Deferrable
Floating Rate
      Secured Deferrable
Floating Rate
      Subordinated  
Amount Outstanding   $ 176,000,000     $ 20,000,000     $ 23,000,000     $ 21,000,000     $ 80,000,000  
Moody’s Rating     “Aaa”       “Aa2”       “A2”       “Baa2”       N/A  
Standard & Poor’s Rating     “AAA”       “AA”       “A”       “BBB”       N/A  
Interest Rate     LIBOR + 1.75 %      LIBOR + 3.50 %      LIBOR + 4.75 %      LIBOR + 5.75 %      N/A  
Stated Maturity     August 25, 2023       August 25, 2023       August 25, 2023       August 25, 2023       August 25, 2023  
Junior Classes     B-1, C-1, D-1 and
Subordinated
      C-1, D-1 and
Subordinated
      D-1 and
Subordinated
      Subordinated       None  

The amounts, ratings and interest rates (expressed as a spread to LIBOR) of the Class A-1, B-1, C-1, D-1 and 2012 Subordinated Notes as of December 31, 2013 are as follows:

         
         
Description   Class A-1 Notes   Class B-1 Notes   Class C-1 Notes   Class D-1 Notes   Subordinated
Notes
Type     Senior Secured
Floating Rate
      Senior Secured
Floating Rate
      Secured Deferrable
Floating Rate
      Secured Deferrable
Floating Rate
      Subordinated  
Amount Outstanding   $ 176,000,000     $ 20,000,000     $ 23,000,000     $ 21,000,000     $ 80,000,000  
Moody’s Rating     “Aaa”       “Aa2”       “A2”       “Baa2”       N/A  
Standard & Poor’s Rating     “AAA”       “AA”       “A”       “BBB”       N/A  
Interest Rate     LIBOR + 1.75 %      LIBOR + 3.50 %      LIBOR + 4.75 %      LIBOR + 5.75 %      N/A  
Stated Maturity     August 25, 2023       August 25, 2023       August 25, 2023       August 25, 2023       August 25, 2023  
Junior Classes     B-1, C-1, D-1 and
Subordinated
      C-1, D-1 and
Subordinated
      D-1 and
Subordinated
      Subordinated       None  

TICC serves as collateral manager to the 2012 Securitization Issuer under a collateral management agreement. TICC is entitled to a deferred fee for its services as collateral manager. The deferred fee is eliminated in consolidation.

2017 Convertible Notes

On September 26, 2012, the Company issued $105,000,000 aggregate principal amount of the Convertible Notes and an additional $10,000,000 aggregate principal amount of the Convertible Notes was issued on October 22, 2012 pursuant to the exercise of the initial purchasers’ option to purchase additional Convertible Notes. The Convertible Notes bear interest at a rate of 7.50% per year, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on May 1, 2013. The Convertible Notes are

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TICC CAPITAL CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2014

NOTE 4. BORROWINGS  – (continued)

convertible into shares of our common stock based on an initial conversion rate of 87.2448 shares of our common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $11.46 per share of common stock. The conversion price for the Convertible Notes will be reduced for quarterly cash dividends paid to common shares to the extent that the quarterly dividend exceeds $0.29 cents per share, subject to adjustment. The Convertible Notes mature on November 1, 2017, unless previously converted in accordance with their terms. The Company does not have the right to redeem the Convertible Notes prior to maturity. Deferred debt issuance costs represent fees and other direct incremental costs incurred in connection with the Convertible Notes. As of June 30, 2014, the Company had deferred debt issuance balance of approximately $2.1 million. This amount is being amortized and is included in interest expense in the consolidated statements of operations over the term of the Convertible Notes.

The following table sets forth the components of interest expense, effective annualized average interest rates and cash paid for interest of the 2017 Convertible Notes for the three and six months ended June 30, 2014 and 2013, respectively:

       
2017 Convertible Notes   Three Months
Ended
June 30,
2014
  Six Months
Ended
June 30,
2014
  Three Months
Ended
June 30,
2013
  Six Months
Ended
June 30,
2013
Stated interest expense   $ 2,156,250     $ 4,312,500     $ 2,180,208     $ 4,288,542  
Amortization of deferred issuance costs     154,332       306,968       152,528       303,380  
Total interest expense   $ 2,310,582     $ 4,619,468     $ 2,332,736     $ 4,591,922  
Effective annualized average interest rate     8.06 %      8.10 %      8.14 %      8.05 % 
Cash paid for interest   $ 4,312,500     $ 4,312,500     $ 5,151,042     $ 5,151,042  

In certain circumstances, the Convertible Notes will be convertible into shares of the Company’s common stock at its initial conversion rate (listed below) subject to customary anti-dilution adjustments and the requirements of its indenture, at any time on or prior to the close of business on the business day immediately preceding the maturity date. We will in certain circumstances increase the conversion rate by a number of additional shares.

 
  November 2017
Convertible Notes
Conversion premium     10.00%  
Closing stock price     $10.42  
Closing stock price date     September 20, 2012  
Initial conversion price     $11.46  
Initial conversion rate (shares per one thousand dollar principal amount)     87.2448  
Maturity date     November 1, 2017  

As of June 30, 2014, the principal amount of the Convertible Notes exceeded the value of the underlying shares multiplied by the per share closing price of the Company’s common stock.

The Convertible Notes are the Company’s general, unsecured obligations and rank equal in right of payment with all of the Company’s existing and future senior, unsecured indebtedness and senior in right of payment to any of the Company’s subordinated indebtedness. As a result, the Convertible Notes will be effectively subordinated to the Company’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to any existing and future liabilities and other indebtedness of the Company’s subsidiaries.

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TICC CAPITAL CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2014

NOTE 5. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted net increase in net assets resulting from net investment income per share for the three and six months ended June 30, 2014 and 2013, respectively:

       
  Three Months Ended
June 30,
2014
  Three Months Ended
June 30,
2013
  Six Months Ended
June 30,
2014
  Six Months Ended
June 30,
2013
Earnings per common share – basic:
                                   
Net increase in net assets resulting from investment income   $ 17,416,580     $ 15,955,918     $ 35,174,767     $ 26,607,121  
Weighted average common shares outstanding – 
basic
    60,214,211       52,544,803       57,311,454       49,075,486  
Earnings per common share – basic   $ 0.29     $ 0.30     $ 0.61     $ 0.54  
Earnings per common share – diluted:
                                   
Net increase in net assets resulting from investment income, before adjustments   $ 17,416,580     $ 15,955,918     $ 35,174,767     $ 26,607,121  
Adjustments for interest on convertible senior notes, base management fees and incentive
fees
    1,857,027       1,877,238       3,713,209       3,696,107  
Net increase in net assets resulting from investment income, as adjusted   $ 19,273,607     $ 17,833,156     $ 38,887,976     $ 30,303,228  
Weighted average common shares outstanding – 
basic
    60,214,211       52,544,803       57,311,454       49,075,486  
Adjustments for dilutive effect of convertible
notes
    10,033,152       10,033,152       10,033,152       10,033,152  
Weighted average common shares outstanding – 
diluted
    70,247,363       62,577,955       67,344,606       59,108,638  
Earnings per common share – diluted   $ 0.27     $ 0.28     $ 0.58     $ 0.51  

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TICC CAPITAL CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2014

NOTE 5. EARNINGS PER SHARE  – (continued)

The following table sets forth the computation of basic and diluted net increase in net assets resulting from operations per share for the three and six months ended June 30, 2014 and 2013, respectively:

       
  Three Months Ended
June 30,
2014
  Three Months
Ended
June 30,
2013
  Six Months Ended
June 30,
2014
  Six Months Ended
June 30,
2013
Earnings per common share – basic:
                                   
Net increase in net assets resulting from
operations
  $ 13,135,784     $ 1,456,996     $ 26,395,914     $ 22,299,042  
Weighted average common shares outstanding – 
basic
    60,214,211       52,544,803       57,311,454       49,075,486  
Earnings per common share – basic   $ 0.22     $ 0.03     $ 0.46     $ 0.45  
Earnings per common share – diluted:
                                   
Net increase in net assets resulting from operations, before adjustments   $ 13,135,784     $ 1,456,996     $ 26,395,914     $ 22,299,042  
Adjustments for interest on convertible senior notes, deferred issuance costs and incentive
fees
    1,857,027       1,877,238       3,713,209       3,696,107  
Net increase in net assets resulting from operations, as adjusted   $ 14,992,811     $ 3,334,234     $ 30,109,123     $ 25,995,149  
Weighted average common shares outstanding – 
basic
    60,214,211       52,544,803       57,311,454       49,075,486  
Adjustments for dilutive effect of convertible
notes
    10,033,152       10,033,152       10,033,152       10,033,152  
Weighted average common shares outstanding – 
diluted
    70,247,363       62,577,955       67,344,606       59,108,638  
Earnings per common share – diluted   $ 0.21     $ 0.05     $ 0.45     $ 0.44  

NOTE 6. RELATED PARTY TRANSACTIONS

The Company has entered into an investment advisory agreement with TICC Management (the “Investment Advisory Agreement”) under which TICC Management, subject to the overall supervision of TICC’s Board of Directors, manages the day-to-day operations of, and provides investment advisory services to, TICC. For providing these services TICC Management receives a fee from TICC, consisting of two components: a base management fee (the “Base Fee”) and an incentive fee. The Base Fee is calculated at an annual rate of 2.00%. The Base Fee is payable quarterly in arrears, and is calculated based on the average value of TICC’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any equity or debt capital raises, repurchases or redemptions during the current calendar quarter. Accordingly, the Base Fee will be payable regardless of whether the value of the Company’s gross assets have decreased during the quarter.

The incentive fee has two parts. The first part is calculated and payable quarterly in arrears based on the Company’s “Pre-Incentive Fee Net Investment Income” for the immediately preceding calendar quarter. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that TICC receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Base Fee, expenses payable under the Company’s administration agreement with BDC Partners (the “Administration Agreement”), and any interest expense and

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TICC CAPITAL CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2014

NOTE 6. RELATED PARTY TRANSACTIONS  – (continued)

dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, is compared to one-fourth of an annual “hurdle rate.” Given that this portion of the incentive fee is payable without regard to any capital gain, capital loss or unrealized depreciation that may occur during the quarter, this portion of TICC Management’s incentive fee may also be payable notwithstanding a decline in net asset value that quarter.

For each year commencing on or after January 1, 2005, the annual hurdle rate has been determined as of the immediately preceding December 31st by adding 5.0% to the interest rate then payable on the most recently issued five-year U.S. Treasury Notes, up to a maximum annual hurdle rate of 10.0%. The annual hurdle rate for the 2013, 2012 and 2011 calendar year was 5.72%, 5.83% and 7.01%, respectively. The current hurdle rate for the 2014 calendar year, calculated as of December 31, 2013, is 6.75%.

The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), and equals 20% of our “Incentive Fee Capital Gains,” which consist of our realized capital gains for each calendar year, computed net of all realized capital losses and unrealized capital depreciation for that calendar year. For accounting purposes only, in order to reflect the theoretical capital gains incentive fee that would be payable for a given period as if all unrealized gains were realized, we will accrue a capital gains incentive fee based upon net realized capital gains and unrealized capital depreciation for that calendar year (in accordance with the terms of the Investment Advisory Agreement), plus unrealized capital appreciation on investments held at the end of the period. It should be noted that a fee so calculated and accrued would not necessarily be payable under the Investment Advisory Agreement, and may never be paid based upon the computation of capital gains incentive fees in subsequent periods. Amounts paid under the Investment Advisory Agreement will be consistent with the formula reflected in the Investment Advisory Agreement.

Incentive fees, based upon pre-incentive fee net investment income, were approximately $1.4 million and $1.4 million for the quarters ended June 30, 2014 and 2013, respectively; for the six months ended June 30, 2014 and 2013, TICC incurred pre-incentive fee net investment income incentive fees of approximately $3.1 million and $2.6 million, respectively. The net investment income incentive fee payable to TICC Management as of June 30, 2014 and December 31, 2013, was approximately $1.4 million and $2.2 million, respectively. For the three months ended June 30, 2014, the investment adviser permanently waived $180,000 of the incentive fee.

The capital gains incentive fee expense recorded under the hypothetical liquidation calculation for the quarter ended June 30, 2014 resulted in an accrual reversal of approximately $0.9 million compared with an accrual reversal of approximately $2.9 million for the quarter ended June 30, 2013. For the six months ended June 30, 2014, the capital gains incentive fee liability under the hypothetical liquidation calculation was reduced by approximately $3.0 million compared with a reduction of approximately $2.7 million for the six months ended June 30, 2013. The amount of capital gains incentive fee expense related to the hypothetical liquidation of the portfolio (and assuming no other changes in realized or unrealized gains and losses) would only become payable to TICC Management in the event of a complete liquidation of our portfolio as of period end and the termination of the Investment Advisory Agreement on such date. Also, it should be noted that the capital gains incentive fee expense fluctuates with our overall investment results. The accrued capital gains incentive fee payable as of June 30, 2014 and December 31, 2013 was approximately $0.8 million and $3.9 million, respectively.

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TICC CAPITAL CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2014

NOTE 6. RELATED PARTY TRANSACTIONS  – (continued)

In addition, in the event the Company recognizes payment-in-kind, or “PIK,” interest income in excess of its available capital, the Company may be required to liquidate assets in order to pay a portion of the incentive fee. TICC Management, however, is not required to reimburse the Company for the portion of any incentive fees attributable to PIK loan interest income in the event of a subsequent default.

The Company has also entered into the Administration Agreement with BDC Partners under which BDC Partners provides administrative services for TICC. The Company pays BDC Partners an allocable portion of overhead and other expenses incurred by BDC Partners in performing its obligations under the Administration Agreement, including a portion of the rent and the compensation of the chief financial officer, chief compliance officer, controller and other administrative support personnel, which creates potential conflicts of interest that the Board of Directors must monitor.

TICC Management is controlled by BDC Partners, its managing member. Charles M. Royce holds a minority, non-controlling interest in TICC Management. BDC Partners, as the managing member of TICC Management, manages the business and internal affairs of TICC Management. Jonathan H. Cohen, the Company’s Chief Executive Officer, as well as a Director, is the managing member of BDC Partners. Saul B. Rosenthal, the Company’s President and Chief Operating Officer, is also the President and Chief Operating Officer of TICC Management and a member of BDC Partners. Messrs. Cohen and Rosenthal have an equal equity interest in BDC Partners. Charles M. Royce, the Company’s non-executive Chairman of the Board of Directors, does not take part in the management or participate in the operations of TICC Management; however, Mr. Royce is expected to be available from time to time to TICC Management to provide certain consulting services without compensation.

For the quarters ended June 30, 2014 and 2013, respectively, TICC incurred base investment advisory fees of approximately $5.4 million and $4.9 million in accordance with the terms of the Investment Advisory Agreement; for the first two quarters of 2014 and 2013, TICC incurred investment advisory fees of approximately $10.4 million and $9.0 million, respectively. The base investment advisory fee payable as of June 30, 2014 and December 31, 2013 was approximately $5.4 million and $5.0 million, respectively. For the quarters ended June 30, 2014 and 2013, TICC incurred approximately $511,000 and $303,000, respectively, in compensation expenses for the services of employees allocated to the administrative activities of TICC, pursuant to the Administration Agreement with BDC Partners; for the six months ended June 30, 2014 and 2013, TICC incurred compensation expenses of approximately $927,000 and $614,000, respectively. As of June 30, 2014 and December 31, 2013 approximately $232,000 and $24,000 were accrued for compensation expense at the end of each respective period. In addition, TICC incurred approximately $18,000 and $20,000 for reimbursement of facility costs allocated under the Administration Agreement for the quarters ended June 30, 2014 and 2013, respectively; for the six months ended June 30, 2014 and 2013, TICC incurred approximately $37,000 and $42,000, respectively. As of June 30, 2014 and December 31, 2013 approximately $0 remained payable at the end of each respective period.

Messrs. Cohen and Rosenthal currently serve as Chief Executive Officer and President, respectively, for T2 Advisers, LLC, which serves as the collateral manager of T2 Income Fund CLO I Ltd. BDC Partners is the managing member of T2 Advisers, LLC. In addition, Mr. Conroy serves as the Chief Financial Officer, Chief Compliance Officer and Treasurer of T2 Advisers, LLC.

Messrs. Cohen and Rosenthal currently serve as Chief Executive Officer and President, respectively, of Oxford Lane Capital Corp., a non-diversified closed-end management investment company that invests primarily in leveraged corporate loans, and its investment adviser, Oxford Lane Management, LLC (“Oxford Lane Management”). BDC Partners provides Oxford Lane Capital Corp. with office facilities and administrative services pursuant to an administration agreement and also serves as the managing member of Oxford Lane Management. In addition, Patrick F. Conroy serves as the Chief Financial Officer, Chief

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TICC CAPITAL CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2014

NOTE 6. RELATED PARTY TRANSACTIONS  – (continued)

Compliance Officer and Corporate Secretary of Oxford Lane Capital Corp. and Chief Financial Officer, Chief Compliance Officer and Treasurer of Oxford Lane Management.

BDC Partners has adopted a written policy with respect to the allocation of investment opportunities among TICC, Oxford Lane Capital Corp. and T2 Income Fund CLO I Ltd. in view of the potential conflicts of interest raised by the relationships described above.

NOTE 7. DIVIDENDS

The Company intends to continue to operate so as to qualify to be taxed as a RIC under the Code and, as such, the Company would not be subject to federal income tax on the portion of its taxable income and gains distributed to stockholders. To qualify as a RIC, the Company is required, among other requirements, to distribute at least 90% of its annual investment company taxable income, as defined by the Code. The amount to be paid out as a dividend is determined by the Board of Directors each quarter and is based upon the annual earnings estimated by the management of the Company. To the extent that the Company’s taxable earnings fall below the amount of dividends declared, however, a portion of the total amount of the Company’s dividends for the fiscal year may be deemed a return of capital for tax purposes to the Company’s stockholders.

The Company intends to comply with the applicable provisions of the Code pertaining to regulated investment companies to make distributions of taxable income sufficient to relieve it of substantially all Federal income taxes. The Company, at its discretion, may carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. The Company will accrue excise tax on estimated excess taxable income, if any, as required.

The Company paid a dividend of $0.29 per share on both March 31, 2014 and June 30, 2014. The Company has a dividend reinvestment plan under which all distributions are paid to stockholders in the form of additional shares, unless a stockholder elects to receive cash.

NOTE 8. NET ASSET VALUE PER SHARE

The Company’s net asset value per share at June 30, 2014 was $9.71, and at December 31, 2013 was $9.85. In determining the Company’s net asset value per share, the Board of Directors determined in good faith the fair value of the Company’s portfolio investments for which reliable market quotations are not readily available.

NOTE 9. PAYMENT-IN-KIND

The Company has investments in its portfolio which contain a payment-in-kind, or PIK, provision. The PIK interest and PIK fee is added to the cost basis of the investment and recorded as income. To maintain the Company’s status as a RIC (as discussed in Note 7 above), this non-cash source of income must be paid out to stockholders in the form of dividends, even though the Company has not yet collected the cash. Amounts necessary to pay these dividends may come from available cash or the liquidation of certain investments. For the three months ended June 30, 2014 and 2013, the Company recorded approximately $0.4 million and $1.0 million in PIK income, respectively. For the six months ended June 30, 2014, the Company recorded approximately $0.7 million and $1.2 million in PIK income, respectively.

In addition, the Company recorded original issue discount income of approximately $0.7 million and $1.0 million for the three months ended June 30, 2014 and 2013, respectively, representing the amortization of the discount attributed to certain debt securities purchased by the Company, including original issue discount (“OID”) and market discount. The Company had discount income of approximately $1.4 million and $2.2 million for the six months ended June 30, 2014 and 2013, respectively.

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TICC CAPITAL CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2014

NOTE 10. OTHER INCOME

Other income generally includes closing fees, origination fees and amendment fees associated with investments in portfolio companies. Such fees may be paid at closing of the Company’s investments or at the time the terms of the underlying loan agreement are revised and are generally fully earned, non-refundable, and non-recurring. Also, the Company may receive fees in connection with the origination of CLO equity investments; those fees may be paid over the life of the underlying CLO vehicle.

For the three months ended June 30, 2014, the Company recorded other income of approximately $1.8 million which includes approximately $1.5 million representing amendment and prepayment fees associated with several of the Company’s debt investments. For the three months ended June 30, 2013, the Company recorded other income of approximately $2.0 million. For the six months ended June 30, 2014, the Company recorded approximately $2.4 million which includes approximately $2.0 million representing amendment and prepayment fees associated with several of the Company’s debt investments. For the six months ended June 30, 2013, TICC recorded other income of approximately $2.7 million.

The 1940 Act requires that a business development company make available managerial assistance to its portfolio companies. The Company may receive fee income for managerial assistance it renders to portfolio companies in connection with its investments. For the three and six months ended June 30, 2014 and 2013, respectively, the Company received no fee income for managerial assistance.

NOTE 11. DISTRIBUTIONS FROM SECURITIZATION VEHICLES AND EQUITY INVESTMENTS

The Company receives distributions on the “equity” tranches of securitization vehicles in which it invests. These tranches represent the residual economic interests in such securitization vehicles, and those distributions are determined by the respective trustee on a quarterly basis. The distributions are recognized in the period that they are finally determined and payable. The Company earned approximately $14.8 million in such distributions during the quarter ended June 30, 2014, compared to approximately $10.7 million during the quarter ended June 30, 2013. The Company earned approximately $29.9 million in such distributions during the six months ended June 30, 2014, compared with approximately $19.4 million during the six months ended June 30, 2013.

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TICC CAPITAL CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2014

NOTE 12. FINANCIAL HIGHLIGHTS

Financial highlights for the three and six months ended June, 2014 and 2013, respectively, are as follows:

       
  Three Months Ended
June 30,
2014
(unaudited)
  Three Months Ended
June 30,
2013
(unaudited)
  Six Months
Ended
June 30,
2014
(unaudited)
  Six Months
Ended
June 30,
2013
(unaudited)
Per Share Data
                                   
Net asset value at beginning of period   $ 9.78     $ 10.02     $ 9.85     $ 9.90  
Net investment income(1)     0.29       0.30       0.61       0.54  
Net realized and unrealized capital
gains(2)
    (0.07 )      (0.27 )      (0.15 )      (0.09 ) 
Total from net investment operations     0.22       0.03       0.46       0.45  
Distributions per share from net investment income     (0.29 )      (0.29 )      (0.58 )      (0.58 ) 
Distributions based on weighted average share impact           (0.01 )      (0.02 )      (0.03 ) 
Total distributions(3)     (0.29 )      (0.30 )      (0.60 )      (0.61 ) 
Effect of shares issued, net of offering expenses                       0.01  
Net asset value at end of period   $ 9.71     $ 9.75     $ 9.71     $ 9.75  
Per share market value at beginning of period   $ 9.78     $ 9.95     $ 10.34     $ 10.12  
Per share market value at end of period   $ 9.90     $ 9.62     $ 9.90     $ 9.62  
Total return(4)     4.19 %      (0.40 )%      1.47 %      0.78 % 
Shares outstanding at end of period     60,267,093       52,632,665       60,267,093       52,632,665  
Ratios/Supplemental Data
                                   
Net assets at end of period (000’s)     585,231       513,343       585,231       513,343  
Average net assets (000’s)     587,170       523,048       559,935       488,381  
Ratio of expenses to average net assets:
                                   
Expenses before incentive fees(5)     8.14 %      8.40 %      8.34 %      8.44 % 
Net investment income incentive
fees(5)
    0.97 %      1.06 %      1.11 %      1.08 % 
Capital gains incentive fees(5)     (0.58 )%      (2.22 )%      (1.09 )%      (1.10 )% 
Total ratio of expenses to average net assets(5)     8.53 %      7.24 %      8.36 %      8.42 % 
Ratio of expenses, excluding interest expense, to average net assets(5)     5.17 %      3.63 %      4.85 %      4.73 % 
Ratio of net investment income to average net assets(5)     11.86 %      12.20 %      12.56 %      10.90 % 

(1) Represents per share net investment income for the period, based upon average shares outstanding.
(2) Net realized and unrealized capital gains include rounding adjustments to reconcile change in net asset value per share.
(3) Management monitors available taxable earnings, including net investment income and realized capital gains, to determine if a tax return of capital may occur for the year. To the extent the Company’s taxable earnings fall below the total amount of the Company’s distributions for that fiscal year, a portion of those distributions may be deemed a tax return of capital to the Company’s stockholders. The tax character of distributions will be determined at the end of the fiscal year.

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TICC CAPITAL CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2014

NOTE 12. FINANCIAL HIGHLIGHTS  – (continued)

(4) Total return equals the increase or decrease of ending market value over beginning market value, plus distributions, divided by the beginning market value, assuming dividend reinvestment prices obtained under the Company’s dividend reinvestment plan, excluding any discounts. Total return is not annualized.
(5) Annualized.

NOTE 13. CASH AND CASH EQUIVALENTS

At June 30, 2014 and December 31, 2013, respectively, cash and cash equivalents consisted of:

   
  June 30,
2014
  December 31,
2013
Cash Equivalents   $     $  
Cash     18,095,424       14,933,074  
Restricted Cash     44,447,219       32,428,248  
Total Cash and Cash Equivalents   $ 62,542,643     $ 47,361,322  

Restricted cash represents amounts that are collected and are held by Bank of New York as trustee and custodian of the assets for both of the Company’s debt securitization vehicles. Restricted cash is held by the trustee for payment of interest expense and principal on the outstanding borrowings or reinvestment in new assets.

NOTE 14. COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company enters into a variety of undertakings containing warranties and indemnifications that may expose the Company to some risk of loss. The risk of future loss arising from such undertakings, while not quantifiable, is expected to be remote.

As of June 30, 2014, the Company had a delayed draw commitment of approximately $2.25 million for its debt investment in CRCI Holdings, for which TICC receives a ticking fee of 1.25% per annum on the delayed draw until it’s funded. Subsequent to June 30, 2014, the entire delayed draw commitment was funded.

As of June 30, 2014, the Company had commitments of up to approximately $16.0 million to purchase additional debt investments. Subsequent to June 30, 2014, the Company was allocated approximately $13.5 million on those commitments.

The Company is not currently subject to any material legal proceedings. From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings related to the enforcement of the Company’s rights under contracts with its portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, the Company does not expect that these proceedings will have a material impact upon its financial condition or results of operations.

NOTE 15. SUBSEQUENT EVENTS

On July 31, 2014, the Board of Directors declared a distribution of $0.29 per share for the third quarter, payable on September 30, 2014 to shareholders of record as of September 16, 2014.

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SCHEDULE 12-14

TICC CAPITAL CORP.
 
INVESTMENTS IN AND ADVANCES TO AFFILIATES
(AMOUNTS IN THOUSANDS)

             
             
Name of Issuer   Title of Issue or
Nature of Indebtedness
  Amount of
Income or
Dividends
Credited to
Income(2)
  Value as of
December 31,
2013
  Gross
Additions(3)
  Gross
Reductions(4)
  Change in
Unrealized
(Loss)/Gain
  Value as of
June 30,
2014
CONTROL INVESTMENT:
                                                              
Algorithmic Implementations, Inc.
(d/b/a“Ai Squared”)
    Senior Secured Notes     $ 687.3     $ 13,900.0     $     $     $     $ 13,900.0  
       Common Stock (1)             2,150.0                   (740.0 )      1,410.0  
Total Control Investment           687.3       16,050.0                   (740.0 )      15,310.0  
AFFILIATED INVESTMENT:
                                                              
Nextag, Inc.(5)     Senior Secured Notes             5,506.7             (9,417.4 )      3,910.7        
                   5,506.7             (9,417.4 )      3,910.7        
Nextag, Inc.     Senior Secured Notes       14.7             2,162.7                   2,162.7  
       Common Stock (1)                  2,004.0             16.7       2,020.7  
             14.7             4,166.7             16.7       4,183.4  
Total Affiliated Investment           14.7       5,506.7       4,166.7       (9,417.4 )      3,927.4       4,183.4  
TOTAL CONTROL AND AFFILIATED INVESTMENTS         $ 702.0     $ 21,556.7     $ 4,166.70     $ (9,417.4 )    $ 3,187.4     $ 19,493.4  

(1) Common stock is non-income producing.
(2) Represents the total amount of interest or dividends credited to income for the portion of the year an investment was a control or affiliate investment, as appropriate.
(3) Gross additions include increases in investments resulting from new portfolio investments, paid-in-kind interest or dividends, the amortization of discounts and fees.
(4) Gross reductions include decreases in investments resulting from principal collections related to investment repayments or sales, the amortization of premiums and acquisition costs. Gross reductions also include approximately $5.3 million in realized losses in connection with the restructuring of our investment held in Nextag, Inc.
(5) Represents previously held investment in Nextag, Inc. which was restructured on June 4, 2014.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about TICC, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained in this Quarterly Report on Form 10-Q involve risks and uncertainties, including statements as to:

our future operating results;
our business prospects and the prospects of our portfolio companies;
the impact of investments that we expect to make;
our contractual arrangements and relationships with third parties;
the dependence of our future success on the general economy and its impact on the industries in which we invest;
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.

These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;
a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;
interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy;
currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars; and
the risks, uncertainties and other factors we identify in Item 1A — Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2013, elsewhere in this Quarterly Report on Form 10-Q and in our other filings with the SEC.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new loans and investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in Item 1A — Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31,

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2013, and elsewhere in this Quarterly Report on Form 10-Q. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report on Form 10-Q.

Except where the context requires otherwise, the terms “TICC,” “Company,” “we,” “us” and “our” refer to TICC Capital Corp. together with its subsidiaries, TICC Capital Corp. 2011-1 Holdings LLC (“Holdings”), TICC CLO LLC (“2011 Securitization Issuer” or “TICC CLO”) and TICC CLO 2012-1 LLC (“2012 Securitization Issuer” or “TICC CLO 2012-1”); “TICC Management” refers to TICC Management, LLC; and “BDC Partners” refers to BDC Partners, LLC.

The following analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto contained elsewhere in this Quarterly Report on Form 10-Q.

OVERVIEW

Our investment objective is to maximize our portfolio’s total return. Our primary focus is to seek current income by investing in corporate debt securities. We have also invested and may continue to invest in structured finance investments, including CLO vehicles, which own debt securities. We may also invest in publicly traded debt and/or equity securities. We operate as a closed-end, non-diversified management investment company and have elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”). We have elected to be treated for tax purposes as a regulated investment company (“RIC”), under the Internal Revenue Code of 1986, as amended (the “Code”), beginning with our 2003 taxable year.

Our investment activities are managed by TICC Management, a registered investment adviser under the Investment Advisers Act of 1940, as amended. TICC Management is owned by BDC Partners, its managing member, and Charles M. Royce, our non-executive Chairman, who holds a minority, non-controlling interest in TICC Management. Jonathan H. Cohen, our Chief Executive Officer, and Saul B. Rosenthal, our President and Chief Operating Officer, are the controlling members of BDC Partners. Under an investment advisory agreement (the “Investment Advisory Agreement”), we have agreed to pay TICC Management an annual base fee calculated on gross assets, and an incentive fee based upon our performance. Under an amended and restated administration agreement (the “Administration Agreement”), we have agreed to pay or reimburse BDC Partners, as administrator, for certain expenses incurred in operating TICC. Our executive officers and directors, and the executive officers of TICC Management and BDC Partners, serve or may serve as officers and directors of entities that operate in a line of business similar to our own. Accordingly, they may have obligations to investors in those entities, the fulfillment of which might not be in the best interests of us or our stockholders.

On August 10, 2011, we completed a $225.0 million debt securitization financing transaction. On August 23, 2012, we completed our second such transaction, a $160.0 million debt securitization financing. On February 25, 2013 and on May 28, 2013, we completed the sale of an aggregate of $120.0 million of additional secured notes and an aggregate of $40.0 million of subordinated notes in connection with these transactions. On September 26, 2012, we completed a private placement of 5-year unsecured 7.50% Senior Convertible Notes Due 2017 (the “Convertible Notes”). A total of $105.0 million aggregate principal amount of the Convertible Notes were issued at the closing. An additional $10.0 million aggregate principal amount of the Convertible Notes were issued on October 22, 2012 pursuant to the exercise of the initial purchasers’ option to purchase additional Convertible Notes. For more information about these transactions, see “— Liquidity and Capital Resources — Borrowings.”

We generally expect to invest between $5 million and $50 million in each of our portfolio companies, although this investment size may vary proportionately as the size of our capital base changes and market conditions warrant, and accrue interest at fixed or variable rates. We expect that our investment portfolio will be diversified among a large number of investments with few investments, if any, exceeding 5% of the total portfolio. As of June 30, 2014, our debt investments had stated interest rates of between 3.93% and 15.00% and maturity dates of between 25 and 130 months. In addition, our total portfolio had a weighted average yield on debt investments of approximately 8.2%.

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Our loans may carry a provision for deferral of some or all of the interest payments and amendment fees, which will be added to the principal amount of the loan. This form of deferred income is referred to as “payment-in-kind,” or “PIK,” interest or other income and, when earned, is recorded as interest or other income and an increase in the principal amount of the loan. For the quarter ended June 30, 2014, we recognized approximately $0.4 million from PIK interest income associated with our investments in Nextag, Inc., Unitek Global Solutions, Inc., Merrill Communications, LLC and RBS Holding Company compared to PIK interest of approximately $0.1 million for the quarter ended June 30, 2013. In the event we recognize deferred loan interest income in excess of our available capital as a result of our receipt of PIK income, we may be required to liquidate assets in order to pay a portion of the incentive fee due to TICC Management.

We have historically and may continue to borrow funds to make investments. As a result, we are exposed to the risks of leverage, which may be considered a speculative investment technique. Borrowings, also known as leverage, magnify the potential for gain and loss on amounts invested and therefore increase the risks associated with investing in our securities. In addition, the costs associated with our borrowings, including any increase in the management fee payable to TICC Management, will be borne by our common stockholders.

In addition, as a BDC under the 1940 Act, we are required to make available significant managerial assistance, for which we may receive fees, to our portfolio companies. These fees would be generally non-recurring, however in some instances they may have a recurring component. We have received no fee income for managerial assistance to date.

Prior to making an investment, we may enter into a non-binding term sheet with the potential portfolio company. These term sheets are generally subject to a number of conditions, including but not limited to the satisfactory completion of our due diligence investigations of the company’s business and legal documentation for the loan.

To the extent possible, we will generally seek to invest in loans that are collateralized by a security interest in the borrower’s assets or guaranteed by a principal to the transaction. Interest payments, if not deferred, are normally payable quarterly with most debt investments having scheduled principal payments on a monthly or quarterly basis. When we receive a warrant to purchase stock in a portfolio company, the warrant will typically have a nominal strike price, and will entitle us to purchase a modest percentage of the borrower’s stock.

During the quarter ended June 30, 2014, we closed approximately $178.3 million in portfolio investments, including additional investments of approximately $75.2 million in existing portfolio companies and approximately $103.1 million in new portfolio companies. During the quarter ended June 30, 2014, we recognized a total of $116.6 million from repayments on debt investments, and we recognized approximately $33.4 million from the sale of portfolio investments. We realized net losses on investments during the quarter ended June 30, 2014 in the amount of approximately $7.8 million. For the quarter ended June 30, 2014, we had net unrealized appreciation of approximately $3.5 million.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified our investment valuation policy as a critical accounting policy.

Investment Valuation

The most significant estimate inherent in the preparation of our consolidated financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded. There is no single method for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. We are required to specifically fair value each individual investment on a quarterly basis.

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In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement which represents amendments to achieve common fair value measurement and disclosure requirements in US GAAP and IFRS.” The amendments are of two types: (i) those that clarify the FASB’s intent about the application of existing fair value measurement and disclosure requirements and (ii) those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The amendments that change a particular principle or requirement for measuring fair value or disclosing information about fair value measurements relate to (i) measuring the fair value of the financial instruments that are managed within a portfolio; (ii) application of premium and discount in a fair value measurement; and (iii) additional disclosures about fair value measurements. We adopted this update on January 1, 2012. We have increased our disclosures related to Level 3 fair value measurements in addition to other required disclosures. There were no related impacts on our financial position or results of operations.

ASC 820-10, “Fair Value Measurements and Disclosure,” which establishes a three-level valuation hierarchy for disclosure of fair value measurements, clarified the definition of fair value and requires companies to expand their disclosure about the use of fair value to measure assets and liabilities in interim and annual periods subsequent to initial recognition. ASC 820-10 defines fair value as 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. ASC 820-10 also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, which includes inputs such as quoted prices for similar securities in active markets and quoted prices for identical securities in markets that are not active; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. We have determined that due to the general illiquidity of the market for our investment portfolio, whereby little or no market data exists, all of our investments are based upon “Level 3” inputs.

Our Board of Directors determines the value of our investment portfolio each quarter. In connection with that determination, members of TICC Management’s portfolio management team prepare portfolio company valuations using the most recent portfolio company financial statements and forecasts. Since March 2004, we have engaged third-party valuation firms to provide assistance in valuing our bilateral investments and, more recently, for certain of our syndicated loans, although our Board of Directors ultimately determines the appropriate valuation of each such investment.

Our process for determining the fair value of a bilateral investment begins with determining the enterprise value of the portfolio company. Enterprise value means the entire value of the company to a potential buyer, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time. The fair value of our investment is based, in part, on the enterprise value at which the portfolio company could be sold in an orderly disposition over a reasonable period of time between willing parties other than in a forced or liquidation sale. The liquidity event whereby we exit a private investment is generally the sale, the recapitalization or, in some cases, the initial public offering of the portfolio company.

There is no one methodology to determine enterprise value and, in fact, for any one portfolio company, enterprise value is best expressed as a range of fair values, from which we derive a single estimate of enterprise value. To determine the enterprise value of a portfolio company, we analyze the historical and projected financial results, as well as the nature and value of any collateral. We also use industry valuation benchmarks and public market comparables. We also consider other events, including private mergers and acquisitions, a purchase transaction, public offering or subsequent debt or equity sale or restructuring, and include these events in the enterprise valuation process. We generally require portfolio companies to provide annual audited and quarterly unaudited financial statements, as well as annual projections for the upcoming fiscal year.

Typically, our bilateral debt investments are valued on the basis of a fair value determination arrived at through an analysis of the borrower’s financial and operating condition or other factors, as well as consideration of the entity’s enterprise value. The types of factors that we may take into account in valuing our investments include: market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flows, among other factors. The fair

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value of equity interests in portfolio companies is determined based on various factors, including the enterprise value remaining for equity holders after the repayment of the portfolio company’s debt and other preference capital, and other pertinent factors such as recent offers to purchase a portfolio company, recent transactions involving the purchase or sale of the portfolio company’s equity securities, or other liquidity events. The determined equity values are generally discounted when we have a minority position, restrictions on resale, specific concerns about the receptivity of the capital markets to a specific company at a certain time, or other factors.

To the extent that TICC believes that it has become probable that a loan is not collectible or probable that an equity investment is not realizable, TICC will classify that amount as a realized loss. Changes in fair value, other than such changes that are considered probable of non-collection or non-realization, as described above, are recorded in the statement of operations as net change in unrealized appreciation or depreciation.

Under the valuation procedures approved by our Board of Directors, upon the recommendation of the Valuation Committee, a third-party valuation firm will prepare valuations for each of our bilateral investments for which market quotations are not readily available that, when combined with all other investments in the same portfolio company, (i) have a value as of the previous quarter of greater than or equal to 2.5% of our total assets as of the previous quarter, and (ii) have a value as of the current quarter of greater than or equal to 2.5% of our total assets as of the previous quarter, after taking into account any repayment of principal during the current quarter. In addition, the frequency of those third-party valuations of our portfolio securities is based upon the grade assigned to each such security under our credit grading system as follows: Grade 1, at least annually; Grade 2, at least semi-annually; Grades 3, 4, and 5, at least quarterly. TICC Management also retains the authority to seek, on our behalf, additional third party valuations with respect to both our bilateral portfolio securities and our syndicated loan investments. Our Board of Directors retains ultimate authority as to the third-party review cycle as well as the appropriate valuation of each investment.

In accordance with ASC 820-10-35, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability have Significantly Decreased and Identifying Transactions That Are Not Orderly,” our valuation procedures specifically provide for the review of indicative quotes supplied by the large agent banks that make a market for each security. However, the marketplace for which we obtain indicative bid quotes for purposes of determining the fair value of our syndicated loan investments have shown these attributes of illiquidity as described by ASC-820-10-35. Due to limited market liquidity in the syndicated loan market, TICC believes that the non-binding indicative bids received from agent banks for certain syndicated investments that we own may not be determinative of their fair value and therefore alternative valuation procedures may need to be undertaken. As a result, TICC has engaged third-party valuation firms to provide assistance in valuing certain syndicated investments that we own. In addition, TICC Management prepares an analysis of each syndicated loan, including a financial summary, covenant compliance review, recent trading activity in the security, if known, and other business developments related to the portfolio company. All available information, including non-binding indicative bids which may not be determinative of fair value, is presented to the Valuation Committee to consider in its determination of fair value. In some instances, there may be limited trading activity in a security even though the market for the security is considered not active. In such cases the Valuation Committee will consider the number of trades, the size and timing of each trade, and other circumstances around such trades, to the extent such information is available, in its determination of fair value. The Valuation Committee will evaluate the impact of such additional information, and factor it into its consideration of the fair value that is indicated by the analysis provided by third-party valuation firms. We have considered the factors described in ASC 820-10 and have determined that we are properly valuing the securities in our portfolio.

During the past few years, we have acquired a number of debt and equity positions in CLO investment vehicles. These investments are special purpose financing vehicles. In valuing such investments, we consider the operating metrics of the specific investment vehicle, including compliance with collateralization tests, defaulted and restructured securities, and payment defaults, if any. In addition, we consider the indicative prices provided by the broker who arranges transactions in such investment vehicles, as well as any available information on other relevant transactions in the market. TICC Management or the Valuation Committee may

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request an additional analysis by a third-party firm to assist in the valuation process of CLO investment vehicles. All information is presented to our Board of Directors for its determination of fair value of these investments.

Our assets measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820-10 at June 30, 2014, were as follows:

       
($ in millions)   Fair Value Measurements at Reporting Date Using  
Assets   Quoted Prices in Active Markets for Identical Assets
(Level 1)
  Significant Other
Observable
Inputs
(Level 2)
  Significant Unobservable Inputs
(Level 3)
  Total
Senior Secured Notes   $ 0.0     $ 21.0     $ 657.1     $ 678.1  
Senior Unsecured Notes     0.0       0.0       6.1       6.1  
CLO Debt     0.0       0.0       21.5       21.5  
CLO Equity     0.0       0.0       264.6       264.6  
Common Stock     0.0       0.0       14.5       14.5  
Preferred Shares     0.0       0.0       0.0       0.0  
Warrants to purchase equity     0.0       0.0       0.1       0.1  
Total   $ 0.0     $ 21.0     $ 963.9     $ 984.9  

A reconciliation of the fair value of investments for the three months ended June 30, 2014, utilizing significant unobservable inputs, is as follows:

               
               
($ in millions)   Senior
Secured
Note
Investments
  Senior Unsecured
Note Investments
  Collateralized Loan
Obligation
Debt Investments
  Collateralized Loan Obligation Equity Investments   Common
Stock Investments
  Preferred
Share Equity Investments
  Warrants to Purchase Equity Investments   Total
Balance at March 31, 2014   $ 626.5     $ 6.0     $ 23.3     $ 269.7     $ 12.8     $ 0.0     $ 0.6     $ 938.9  
Realized gains (losses) included in earnings     (4.7 )      0.0       0.1       (2.2 )      (0.4 )      (0.2 )      (0.4 )      (7.8 ) 
Unrealized (depreciation) appreciation included in earnings     3.1       0.0       (0.1 )      0.0       0.1       0.2       0.2       3.5  
Accretion of discount     0.6       0.0       0.1       0.0       0.0       0.0       0.0       0.7  
Purchases(1)     150.1       0.0       0.0       26.1       2.0       0.0       0.0       178.2  
Repayments and Sales     (118.8 )      0.0       (1.9 )      (29.0 )      0.0       0.0       (0.3 )      (150.0 ) 
Payment in Kind income     0.3       0.1       0.0       0.0       0.0       0.0       0.0       0.4  
Transfers in and/or out of
level 3
    0.0       0.0       0.0       0.0       0.0       0.0       0.0       0.0  
Balance at June 30, 2014   $ 657.1     $ 6.1     $ 21.5     $ 264.6     $ 14.5     $ 0.0     $ 0.1     $ 963.9  
The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to our Level 3 assets still held at the reporting date and reported within the net change in unrealized gains or losses on investments in our Statement of Operations   $ (0.7 )    $ 0.0     $ (0.1 )    $ (2.9 )    $ (0.4 )    $ 0.0     $ (0.3 )    $ (4.4 ) 

(1) Includes rounding adjustments to reconcile period balances.

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A reconciliation of the fair value of investments for the six months ended June 30, 2014, utilizing significant unobservable inputs, is as follows:

               
               
($ in millions)   Senior
Secured
Note
Investments
  Senior Unsecured
Note Investments
  Collateralized Loan Obligation Debt Investments   Collateralized Loan Obligation Equity Investments   Common Stock Investments   Preferred Share Equity Investments   Warrants to Purchase Equity Investments   Total
Balance at December 31, 2013   $ 627.8     $ 5.8     $ 28.9     $ 237.1     $ 13.8     $ 0.4     $ 0.9     $ 914.7  
Realized gains (losses) included in earnings     (6.2 )      0.0       0.7       (2.2 )      (0.4 )      (0.2 )      (0.4 )      (8.7 ) 
Unrealized (depreciation) appreciation included in earnings     3.5       0.1       (0.7 )      (1.8 )      (0.9 )      (0.2 )      (0.1 )      (0.1 ) 
Accretion of discount     1.2       0.0       0.2       0.0       0.0       0.0       0.0       1.4  
Purchases     198.7       0.0       0.0       60.6       2.0       0.0       0.0       261.3  
Repayments and Sales     (168.4 )      0.0       (7.6 )      (29.1 )      0.0       0.0       (0.3 )      (205.4 ) 
Payment in Kind income     0.5       0.2       0.0       0.0       0.0       0.0       0.0       0.7  
Transfers in and/or out of
level 3
    0.0       0.0       0.0       0.0       0.0       0.0       0.0       0.0  
Balance at June 30, 2014   $ 657.1     $ 6.1     $ 21.5     $ 264.6     $ 14.5     $ 0.0     $ 0.1     $ 963.9  
The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to our Level 3 assets still held at the reporting date and reported within the net change in unrealized gains or losses on investments in our Statement of Operations   $ 0.1     $ 0.0     $ (0.1 )    $ (4.1 )    $ (1.3 )    $ 0.0     $ (0.4 )    $ (5.8 ) 

Our assets measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820-10 at December 31, 2013, were as follows:

       
($ in millions)   Fair Value Measurements at Reporting Date Using  
Assets   Quoted Prices in Active Markets for Identical Assets
(Level 1)
  Significant Other
Observable
Inputs
(Level 2)
  Significant Unobservable Inputs
(Level 3)
  Total
Senior Secured Notes   $ 0.0     $ 16.9     $ 627.8     $ 644.7  
Senior Unsecured Notes     0.0       0.0       5.8       5.8  
CLO Debt     0.0       0.0       28.9       28.9  
CLO Equity     0.0       0.0       237.1       237.1  
Subordinated Notes     0.0       0.0       0.0       0.0  
Common Stock     0.0       0.0       13.8       13.8  
Preferred Shares     0.0       0.0       0.4       0.4  
Warrants to purchase equity     0.0       0.0       0.9       0.9  
Total   $ 0.0     $ 16.9     $ 914.7     $ 931.6  

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A reconciliation of the fair value of investments for the three months ended June 30, 2013, utilizing significant unobservable inputs, is as follows:

                 
                 
($ in millions)   Senior Secured Note Investments   Senior Unsecured Note Investments   Collateralized Loan
Obligation
Debt Investments
  Collateralized Loan
Obligation Equity Investments
  Subordinated Note Investments   Common Stock Investments   Preferred Share Equity Investments   Warrants to Purchase Equity Investments   Total
Balance at March 31, 2013   $ 557.3     $ 5.3     $ 44.8     $ 192.3     $ 0.0     $ 11.5     $ 2.1     $ 0.5     $ 813.8  
Realized gains (losses) included in earnings     0.3       0.0       2.4       (0.8 )      0.0       0.0       0.0       0.0       1.9  
Unrealized (depreciation) appreciation included in earnings     (4.8 )      0.0       (2.4 )      (9.9 )      0.0       3.0       (1.8 )      0.0       (15.9 ) 
Accretion of discount     0.7       0.0       0.3       0.0       0.0       0.0       0.0       0.0       1.0  
Purchases(1)     165.5       0.0       6.3       19.1       0.0       0.0       0.0       0.0       190.9  
Repayments and Sales     (92.3 )      0.0       (6.4 )      (4.8 )      0.0       0.0       0.0       0.0       (103.5 ) 
Payment in Kind income     0.9       0.0       0.0       0.0       0.0       0.0       0.1       0.0       1.0  
Transfers in and/or out of
level 3
    0.0       0.0       0.0       0.0       0.0       0.0       0.0       0.0       0.0  
Balance at June 30, 2013   $ 627.6     $ 5.3     $ 45.0     $ 195.9     $ 0.0     $ 14.5     $ 0.4     $ 0.5     $ 889.2  
The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to our Level 3 assets still held at the reporting date and reported within the net change in unrealized gains or losses on investments in our Statement of Operations   $ (4.0 )    $ 0.0     $ (0.2 )    $ (10.3 )    $ 0.0     $ 3.0     $ (1.8 )    $ 0.0     $ (13.3 ) 

(1) Includes rounding adjustments to reconcile period balances.

A reconciliation of the fair value of investments for the six months ended June 30, 2013, utilizing significant unobservable inputs, is as follows:

                 
($ in millions)   Senior Secured Note Investments   Senior Unsecured Note Investments   Collateralized Loan
Obligation
Debt Investments
  Collateralized Loan
Obligation Equity Investments
  Subordinated Note Investments   Common Stock Investments   Preferred Share Equity Investments   Warrants to Purchase Equity Investments   Total
Balance at December 31, 2012   $ 485.1     $ 0.0     $ 55.6     $ 109.3     $ 0.1     $ 4.4     $ 2.7     $ 0.5     $ 657.7  
Realized gains (losses) included in earnings     1.1       0.6       7.6       (0.8 )      0.0       0.0       0.0       0.0       8.5  
Unrealized (depreciation) appreciation included in earnings     0.7       2.7       (5.4 )      (14.7 )      0.0       6.7       (2.5 )      0.0       (12.5 ) 
Accretion of discount     1.5       0.0       0.7       0.0       0.0       0.0       0.0       0.0       2.2  
Purchases(1)     270.6       3.1       11.4       106.9       0.0       3.4       0.0       0.0       395.4  
Repayments and Sales(1)     (132.4 )      (1.1 )      (24.9 )      (4.8 )      (0.1 )      0.0       0.0       0.0       (163.3 ) 
Payment in Kind income     1.0       0.0       0.0       0.0       0.0       0.0       0.2       0.0       1.2  
Transfers in and/or out of
level 3
    0.0       0.0       0.0       0.0       0.0       0.0       0.0       0.0       0.0  
Balance at June 30, 2013   $ 627.6     $ 5.3     $ 45.0     $ 195.9     $ 0.0     $ 14.5     $ 0.4     $ 0.5     $ 889.2  
The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to our Level 3 assets still held at the reporting date and reported within the net change in unrealized gains or losses on investments in our Statement of Operations   $ 1.3     $ 2.7     $ 1.0     $ (15.1 )    $ 0.0     $ 6.7     $ (2.5 )    $ 0.0     $ (5.9 ) 

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PORTFOLIO COMPOSITION AND INVESTMENT ACTIVITY

The total fair value of our investment portfolio was approximately $984.9 million and $931.6 million as of June 30, 2014 and December 31, 2013, respectively. The increase in investments during the six months ended June 30, 2014 was due primarily to purchases of investments of approximately $265.3 million, partially offset by debt repayments and sales of securities totaling approximately $205.4 million. Funding for these new investments was provided by an equity capital raise totaling $66.4 million and the deployment of capital available as of December 31, 2013.

In certain instances, we receive payments based on scheduled amortization of the outstanding balances and sales of portfolio investments. In addition, we receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments may fluctuate significantly from period to period. For the quarter ended June 30, 2014, we recognized proceeds of approximately $33.4 million largely from the aggregate proceeds from the sale of several CLO equity investments ($21.8 million), whereas for the year ended December 31, 2013, we recognized proceeds of approximately $118.5 million from the sales of securities. Also, during the quarter ended June 30, 2014, we had repayments and amortization payments of approximately $116.6 million, whereas for the year ended December 31, 2013, we had repayments and amortization payments of approximately $203.9 million.

As of June 30, 2014, we had investments in debt securities of, or loans to, 59 portfolio companies, with a fair value of approximately $705.7 million, and equity investments in 33 portfolio companies, with a fair value of approximately $279.2 million. These debt investments included approximately $0.7 million in accrued PIK interest, which, as described in “Overview” above, is added to the carrying value of our investments, reduced by repayments of principal.

As of December 31, 2013, we had investments in debt securities of, or loans to, 68 portfolio companies, with a fair value of approximately $679.4 million, and equity investments in 33 portfolio companies, with a fair value of approximately $252.2 million. These debt investments included approximately $2.1 million in accrued PIK interest, which, as described in “Overview” above, is added to the carrying value of our investments, reduced by repayments of principal.

A reconciliation of the investment portfolio for the six months ended June 30, 2014 and the year ended December 31, 2013 follows:

   
  June 30, 2014   December 31, 2013
     (dollars in millions)   (dollars in millions)
Beginning Investment Portfolio   $ 931.6     $ 667.5  
Portfolio Investments Acquired     265.3       577.5  
Debt repayments     (150.9 )      (203.9 ) 
Sales of securities     (54.5 )      (118.5 ) 
Payment in Kind(1)     0.7       2.1  
Original Issue Discount     1.4       3.7  
Net Unrealized Depreciation(2)           (3.2 ) 
Net Realized (Losses) Gains     (8.7 )      6.4  
     $ 984.9     $ 931.6  

(1) Includes rounding adjustments to reconcile period balances at December 31, 2013.
(2) The total net unrealized depreciation for the six months ended June 30, 2014 is approximately $49,000 and rounds to zero for this presentation.

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The following table indicates the quarterly portfolio investment activity for the past six quarters:

     
  New Investments   Debt Repayments   Sales of Securities
     (dollars in millions)   (dollars in millions)   (dollars in millions)
Quarter ended
                          
June 30, 2014   $ 178.3     $ 116.6     $ 33.4  
March 31, 2014     87.0       34.3       21.1  
Total   $ 265.3     $ 150.9     $ 54.5  
December 31, 2013   $ 85.2     $ 66.0     $ 26.2  
September 30, 2013     85.0       22.3       39.6  
June 30, 2013     190.8       85.8       17.7  
March 31, 2013     216.5       29.8       35.0  
Total   $ 577.5     $ 203.9     $ 118.5  

The following table shows the fair value of our portfolio of investments by asset class as of June 30, 2014 and December 31, 2013:

       
  June 30, 2014   December 31, 2013
     Investments at Fair Value   Percentage of Total Portfolio   Investments at Fair Value   Percentage of Total Portfolio
     (dollars in millions)        (dollars in millions)     
Senior Secured Notes   $ 678.1       68.8 %    $ 644.7       69.2 % 
Senior Unsecured Notes     6.1       0.6 %      5.8       0.6 % 
CLO Debt     21.5       2.2 %      28.9       3.1 % 
CLO Equity     264.6       26.9 %      237.1       25.5 % 
Common Stock     14.5       1.5 %      13.8       1.5 % 
Preferred Shares     0.0       0.0 %      0.4       0.0 % 
Warrants     0.1       0.0 %      0.9       0.1 % 
Total   $ 984.9       100.0 %    $ 931.6       100.0 % 

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The following table shows our portfolio of investments by industry at fair value, as of June 30, 2014 and December 31, 2013:

       
  June 30, 2014   December 31, 2013
     Investments at Fair Value   Percentage of Fair Value   Investments at Fair Value   Percentage of Fair Value
     (dollars in millions)        (dollars in millions)     
Structured finance   $ 286.1       29.0 %    $ 266.0       28.6 % 
Business services     106.9       10.8 %      69.5       7.4 % 
Software     85.7       8.7 %      77.2       8.3 % 
Telecommunication services     85.1       8.6 %      51.7       5.5 % 
Printing and publishing     75.1       7.6 %      69.9       7.5 % 
Enterprise software     63.2       6.4 %      38.9       4.2 % 
Financial intermediaries     62.9       6.4 %      71.7       7.7 % 
IT consulting     26.4       2.6 %      26.8       2.9 % 
Logistics     24.2       2.5 %      20.5       2.2 % 
Retail     21.0       2.1 %      39.0       4.2 % 
Computer hardware     21.0       2.1 %      9.7       1.0 % 
Consumer services     20.5       2.1 %      24.0       2.6 % 
Healthcare     18.3       1.9 %      23.0       2.5 % 
Travel     15.7       1.6 %      26.3       2.8 % 
Radio and television     14.6       1.5 %      10.3       1.1 % 
Education     11.6       1.2 %      6.6       0.7 % 
Leisure goods     9.8       1.0 %      10.0       1.1 % 
Utlities     7.5       0.8 %      10.0       1.1 % 
IT outsourcing     6.6       0.7 %      6.9       0.7 % 
Auto parts manufacturer     6.0       0.6 %      12.0       1.3 % 
Packaging and containers     5.0       0.5 %      5.0       0.5 % 
Clothing     4.6       0.5 %      4.6       0.5 % 
Electronics     3.6       0.4 %      3.9       0.4 % 
Pharmaceutical     3.5       0.4 %      3.5       0.4 % 
Chemicals and plastics     0.0       0.0 %      28.6       3.1 % 
IT value-added reseller     0.0       0.0 %      0.5       0.1 % 
Grocery     0.0       0.0 %      6.9       0.7 % 
Advertising     0.0       0.0 %      5.1       0.5 % 
Insurance     0.0       0.0 %      3.5       0.4 % 
Total   $ 984.9       100.0 %    $ 931.6       100.0 % 

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PORTFOLIO GRADING

We have adopted a credit grading system to monitor the quality of our debt investment portfolio. As of June 30, 2014 and December 31, 2013, our portfolio had a weighted average grade of 2.1 and 2.1, respectively, based upon the fair value of the debt investments in the portfolio. Equity securities are not graded.

At June 30, 2014 and December 31, 2013, our debt investment portfolio was graded as follows:

         
    June 30, 2014
Grade   Summary Description   Principal Value   Percentage of Total Portfolio   Portfolio at Fair Value   Percentage of Total Portfolio
          (dollars in millions)        (dollars in millions)     
1
 
 
    Company is ahead of expectations and/or outperforming financial covenant requirements and such trend is
expected to continue.
    $       0.0 %    $       0.0 % 
2     Full repayment of principal and interest is expected       629.3       88.0 %      627.2       88.9 % 
3
 
    Closer monitoring is required. Full repayment of
principal and interest is expected.
      86.1       12.0 %      78.5       11.1 % 
4
 
    A reduction of interest income has occurred or is
expected to occur. No loss of principal is expected.
            0.0 %            0.0 % 
5     A loss of some portion of principal is expected.             0.0 %            0.0 % 
           $ 715.4       100.0 %    $ 705.7       100.0 % 

         
    December 31, 2013
Grade   Summary Description   Principal Value   Percentage of Total Portfolio   Portfolio at Fair Value   Percentage of Total Portfolio
          (dollars in millions)        (dollars in millions)     
1
 
 
    Company is ahead of expectations and/or outperforming financial covenant requirements and such trend is
expected to continue.
    $       0.0 %    $       0.0 % 
2     Full repayment of principal and interest is expected       593.6       85.3 %      589.1       86.7 % 
3
 
    Closer monitoring is required. Full repayment of
principal and interest is expected.
      91.9       13.2 %      84.8       12.5 % 
4
 
    A reduction of interest income has occurred or is
expected to occur. No loss of principal is expected.
            0.0 %            0.0 % 
5     A loss of some portion of principal is expected.       10.0       1.5 %      5.5       0.8 % 
           $ 695.5       100.0 %    $ 679.4       100.0 % 

We expect that a portion of our investments will be in the grades 3, 4 or 5 categories from time to time, and, as such, we will be required to work with troubled portfolio companies to improve their business and protect our investment. The number and amount of investments included in grades 3, 4 or 5 may fluctuate from period to period.

Further discussion regarding the other investments which experienced significant unrealized depreciation is presented in “Results of Operations.”

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RESULTS OF OPERATIONS

Set forth below is a comparison of our results of operations for the three months ended June 30, 2014 to the three months ended June 30, 2013.

Investment Income

As of June 30, 2014, our debt investments had stated interest rates of between 3.93% and 15.00% and maturity dates of between 25 and 130 months. In addition, our total portfolio had a weighted average yield on debt investments of approximately 8.2%, compared with 8.5% as of June 30, 2013. The reduction in the weighted average yield on our debt portfolio over the past year is primarily a result of the investment restrictions of the securitization vehicles that we have sponsored, which require us to generally invest in higher-rated and/or larger corporate loans which carry correspondingly lower yields, as well as the refinancing and repricing of many of those loans at lower rates due to current market conditions.

Investment income for the three months ended June 30, 2014 was approximately $29.9 million compared to approximately $25.4 million for the three months ended June 30, 2013. This increase was due largely to an increase in the amount of distributions from the equity interests in our CLO vehicle investments and the amount of performing assets in the portfolio. The total principal value of income producing debt investments as of June 30, 2014 and June 30, 2013 was approximately $715.4 million and $696.9 million, respectively. For the quarter ended June 30, 2014, investment income consisted of approximately $12.2 million in cash interest from portfolio investments, approximately $0.7 million in amortization of original issue and market discount, approximately $14.8 million in distributions from the equity interest in securitized vehicle investments, as well as approximately $0.4 million in PIK interest income.

For the quarter ended June 30, 2014, other income of approximately $1.8 million was recorded, including approximately $0.3 million representing fees associated with four of our CLO equity investments, compared to other income of approximately $2.0 million for the quarter ended June 30, 2013. Other income generally includes closing fees, origination fees and amendment fees associated with investments in portfolio companies. Such fees may be paid at closing of our investments or at the time the terms of the underlying loan agreement are revised and are generally fully earned, non-refundable, and non-recurring. Also, the Company may receive fees in connection with CLO equity investments which may be paid over the life of the underlying CLO vehicle; such fees are recognized as income when earned.

Operating Expenses

Total expenses for the quarter ended June 30, 2014 were approximately $12.5 million, which includes the capital gains incentive fee accrual reversal of approximately $0.9 million.

Expenses before incentive fees, for the quarter ended June 30, 2014, were approximately $11.9 million. This amount consisted of investment advisory fees, interest expense and other debt financing expenses, professional fees, compensation expense, and general and administrative expenses. Expenses before incentive fees increased approximately $1.0 million from the quarter ended June 30, 2013, attributable primarily to higher interest expense associated with the secured notes issued under our debt securitization transactions and Convertible Notes issued in September 2012 and increased investment advisory fees (consisting of the base management fee). Expenses before incentive fees for the quarter ended June 30, 2013 were approximately $11.0 million.

The investment advisory base fee for the quarter ended June, 2014 was approximately $5.4 million and the investment advisory fee in the comparable period in 2013 was approximately $4.9 million. The increase in the base management fee is due to an increase in average gross assets. At each of June 30, 2014 and December 31, 2013, respectively, approximately $6.9 million and $7.1 million of investment advisory fees remained payable to TICC Management, including the net investment income incentive fee discussed below.

Interest expense and other debt financing expenses for the second quarter of 2014 was approximately $4.9 million, which was directly related to our debt securitization financing transactions as well as our Convertible Note transaction. Interest expense for the second quarter of 2013 was approximately $4.7 million.

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TICC CLO LLC

In August 2011, secured notes in the amount of $101,250,000 were issued by a newly formed special purpose vehicle in which a wholly-owned subsidiary of TICC owns all of the equity. Under this structure, the notes bear interest, after the effective date, at three-month London Inter Bank Offered Rate (“LIBOR”) plus 2.25% (prior to the effective date, the Class A Notes bear interest at five-month LIBOR plus 2.25%). For the three months ended June 30, 2014, the total interest expense under the securitization was approximately $750,000, comprised of stated interest expense (approximately $635,000), accreted discount (approximately $40,000) and amortized deferred debt issuance costs (approximately $75,000). The accrued interest payable on the Class A Notes during the second quarter of 2014 was approximately $467,000. At December 31, 2013, interest expense of approximately $476,000 remained payable. For further information on this securitization, see “— Liquidity and Capital Resources — Borrowings.”

TICC CLO 2012-1 LLC

On August 23, 2012, the Company completed a $160 million debt securitization financing transaction, consisting of $120 million in secured notes and $40 million of subordinated notes. On February 25, 2013 and May 28, 2013, TICC CLO 2012-1 issued additional secured notes totaling an aggregate of $120 million and subordinated notes totaling an aggregate of $40 million, which subordinated notes were purchased by the Company, under the “accordion” feature of the debt securitization which allowed, under certain circumstances and subject to the satisfaction of certain conditions, for an increase in the amount of secured and subordinated notes. It is not necessary that the Company own all or any of the notes permitted by this feature, which may affect the accounting treatment of the debt securitization financing transaction. As of June 30, 2014, the secured notes of the 2012 Securitization Issuer have an aggregate face amount of $240 million and were issued in four classes. The class A-1 notes have a current face amount of $176 million, are rated AAA(sf)/Aaa(sf) by Standard & Poor’s Ratings Services (S&P) and Moody’s Investors Service, Inc. (Moody’s), respectively, and bear interest at three-month LIBOR plus 1.75%. The class B-1 notes have a current face amount of $20 million, are rated AA (sf)/Aa2 (sf) by S&P and Moody’s, respectively, and bear interest at three-month LIBOR plus 3.50%. The class C-1 notes have a current face amount of $23 million, are rated A(sf)/A2(sf) by S&P and Moody’s, respectively, and bear interest at three-month LIBOR plus 4.75%. The class D-1 notes have a current face amount of $21 million, are rated BBB(sf)/Baa2(sf) by S&P and Moody’s, respectively, and bear interest at three-month LIBOR plus 5.75%. TICC presently owns all of the subordinated notes, which totaled $80 million as of June 30, 2014. For further information on this securitization, see “— Liquidity and Capital Resources — Borrowings.”

For the three months ended June 30, 2014, the aggregate interest expense under the securitization was approximately $1.9 million, comprised of stated interest expense (approximately $1.7 million), accreted discount (approximately $0.1 million) and amortized deferred debt issuance costs (approximately $0.1 million). The aggregate accrued interest payable on the notes of the 2012 Securitization Issuer during the second quarter of 2014 was approximately $644,000. At December 31, 2013, aggregate interest expense of approximately $683,000 million remained payable.

2017 Convertible Notes

On September 26, 2012, we issued $105,000,000 aggregate principal amount of the Convertible Notes. An additional $10.0 million aggregate principal amount of the Convertible Notes was issued on October 22, 2012 pursuant to the exercise of the initial purchasers’ option to purchase additional Convertible Notes. The Convertible Notes mature on November 1, 2017. The Convertible Notes bear interest at a rate of 7.50% per year, payable semi-annually in arrears on May 1 and November 1 of each year, which commenced on May 1, 2013. For the three months ended June 30, 2014, the aggregate interest expense on the Convertible Notes was approximately $2.3 million, comprised of stated interest expense (approximately $2.2 million) and amortized deferred debt issuance costs (approximately $0.1 million). The accrued interest payable on the Convertible Notes during the second quarter of 2014 was approximately $1.4 million. At December 31, 2013, aggregate interest expense on the Convertible Notes of approximately $1.4 million remained payable.

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The table below summarizes the components of interest expense for the three months ended June, 2014 and 2013:

               
  Three Months Ended June 30, 2014   Three Months Ended June 30, 2013
(dollars in thousands)   Stated Interest Expense   Note Discount Expense   Amortization of Deferred Debt Issuance Costs   Total   Stated Interest Expense   Note Discount Expense   Amortization of Deferred Debt Issuance Costs   Total
TICC CLO LLC Class A Notes   $ 635.1     $ 39.6     $ 75.4     $ 750.1     $ 648.1     $ 39.6     $ 75.4     $ 763.1  
TICC CLO 2012-1 LLC Class A-1 Notes     881.7       49.4             931.1       762.2       49.3             811.5  
TICC CLO 2012-1 LLC Class B-1 Notes     188.7       13.4             202.1       161.2       13.3             174.5  
TICC CLO 2012-1 LLC Class C-1 Notes     289.6       22.2             311.8       246.7       22.9             269.6  
TICC CLO 2012-1 LLC Class D-1 Notes     317.5       24.8             342.3       270.0       25.4             295.4  
TICC CLO 2012-1 amortization of deferred debt                 85.7       85.7                   77.7       77.7  
2017 Convertible Notes     2,156.3             154.3       2,310.6       2,180.2             152.5       2,332.7  
Total   $ 4,468.9     $ 149.4     $ 315.4     $ 4,933.7     $ 4,268.4     $ 150.5     $ 305.6     $ 4,724.5  

Professional fees, consisting of legal, valuation, audit and tax fees, were approximately $268,000 for the quarter ended June 30, 2014, compared to approximately $451,000 for the quarter ended June 30, 2013. This decrease was primarily the result of the timing of certain professional services fees, which decreased by approximately $175,000.

Compensation expenses were approximately $511,000 for the quarter ended June 30, 2014 compared to approximately $303,000 for the quarter ended June 30, 2013, reflecting the allocation of compensation expenses for the services of our chief financial officer, chief compliance officer, controller and senior accountants, and other administrative support personnel. At June 30, 2014 and December 31, 2013, respectively, approximately $232,000 and $24,000 of compensation expenses remained payable.

General and administrative expenses, consisting primarily of directors’ fees, insurance, listing fees, transfer agent and custodian fees, market data services, facilities costs and other expenses, were approximately $791,000 for the three months ended June 30, 2014 compared to approximately $625,000 for the same period in 2013. Office supplies, facilities costs and other expenses are allocated to us under the terms of the Administration Agreement.

Incentive Fees

The net investment income incentive fee for the second quarter of 2014 was approximately $1.4 million compared to $1.4 million in the second quarter of 2013. The net investment income incentive fee is calculated and payable quarterly in arrears based on our “Pre-Incentive Fee Net Investment Income” for the immediately preceding calendar quarter subject to a hurdle rate which is determined as of December 31 of the preceding year. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income accrued during the calendar quarter minus our operating expenses for the quarter (including the base fee, expenses payable under the Administration Agreement with BDC Partners, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). For the quarter ended June 30, 2014, the investment adviser permanently waived $180,000 of the net investment income incentive fee.

The capital gains incentive fee expense, as reported under generally accepted accounting principles, is calculated on the basis of net realized and unrealized gains and losses at the end of each period. The expense related to the hypothetical liquidation of the portfolio (and assuming no other changes in realized or unrealized gains and losses) would only become payable to our investment adviser in the event of a complete liquidation of our portfolio as of period end and the termination of the Investment Advisory Agreement on

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such date. The capital gains incentive fee expense for the quarter ended June 30, 2014 resulted in an accrual reversal of approximately $856,000 as a result of the net impact of net unrealized appreciation and net realized losses on our portfolio for the quarter ended June 30, 2014. For the quarter ended June 30, 2013, an accrual reversal of approximately $2.9 million was recorded under the hypothetical liquidation calculation.

The amount of the capital gains incentive fee which will actually be payable is determined in accordance with the terms of the Investment Advisory Agreement and is calculated as of the end of each calendar year (or upon termination of the Investment Advisory Agreement). The terms of the Investment Advisory Agreement state that the capital gains incentive fee calculation is based on net realized gains, if any, offset by gross unrealized depreciation for the calendar year. No effect is given to gross unrealized appreciation in this calculation. For the year ended December 31, 2013, such an accrual was not required under the terms of the Investment Advisory Agreement.

Realized and Unrealized Gains/Losses on Investments

For the quarter ended June 30, 2014, we recorded net realized losses on investments of approximately $7.8 million, which represents the loss on the restructuring of our debt investment in Nextag Inc. of approximately $5.3 and net realized losses from the sale and repayment of several other of our debt and equity investments which totaled approximately $2.5 million.

Based upon the fair value determinations made in good faith by the Board of Directors, during the quarter ended June 30, 2014, we had net unrealized appreciation of approximately $3.5 million, comprised of $8.0 million in gross unrealized appreciation, $12.4 million in gross unrealized depreciation and approximately $7.9 million relating to the reversal of prior period net unrealized depreciation as investments were realized. The most significant changes in net unrealized appreciation and depreciation during the quarter ended June 30, 2014 were as follows (in millions):

 
Portfolio Company   Changes in unrealized appreciation (depreciation)
Nextag, Inc.   $ 5.9  
Jersey Street CLO, Ltd.     1.6  
Lightpoint CLO VIII, Ltd.     1.4  
Mountain Hawk III CLO, Ltd.     1.0  
Integra Telecom Holdings, Inc.     0.7  
Other CLO equity related investments     0.7  
Cedar Funding II CLO, Ltd.     0.6  
Ares XXIX CLO Ltd.     0.6  
Fusionstorm, Inc.     0.5  
Serena Software Inc.     0.5  
Stratus Technologies, Inc.     (0.5 ) 
Shackleton 2013-III CLO, Ltd.     (0.5 ) 
ACA CLO 2007-1, Ltd.     (0.6 ) 
Galaxy XV CLO, Ltd.     (0.6 ) 
Ares XXVI CLO Ltd.     (0.6 ) 
AMMC CLO XII, Ltd.     (0.6 ) 
RBS Holding Company     (0.9 ) 
Telos CLO 2014-5, Ltd.     (0.9 ) 
Stone Tower CLO VII Ltd.     (0.9 ) 
Merrill Communications, LLC.     (1.0 ) 
Columbus Park CDO Ltd.     (1.5 ) 
Net all other     (1.4 ) 
Total   $ 3.5  

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For the quarter ended June 30, 2013, we recorded net realized gains on investments of approximately $1.9 million, which primarily represented the gain on the sale of several of our CLO debt and equity investments which totaled approximately $1.6 million.

Based upon the fair value determinations made in good faith by the Board of Directors, during the quarter ended June 30, 2013, we had net unrealized depreciation of approximately $16.4 million, comprised of $6.4 million in gross unrealized appreciation, $20.2 million in gross unrealized depreciation and approximately $2.6 million relating to the reversal of prior period net unrealized appreciation as investments were realized. The most significant changes in net unrealized appreciation and depreciation during the quarter ended June 30, 2013 were as follows (in millions):

 
Portfolio Company   Changes in Unrealized appreciation (depreciation)
Merrill Communications, LLC   $ 2.4  
Band Digital Inc     1.5  
Carlyle 2013-2 Sub     0.6  
Integra Telecom Holdings, Inc.     0.6  
Rampart 2007-1A CLO Equity     0.5  
Galaxy 2013-15A Sub     0.4  
Columbus Park 2008-1A Sub     0.4  
Jersey Street 2006-1A CLO LTD.     (0.4 ) 
Gale 2007-4A CLO     (0.4 ) 
Compucom Systems, Inc.     (0.4 ) 
ACA CLO 2006-2, Limited     (0.5 ) 
First Data Corporation     (0.5 ) 
Canaras CLO Equity – 2007-1A, 1X     (0.6 ) 
Lightpoint CLO VII LTD 2007-8     (0.7 ) 
ACA CLO 2007-1a sub     (0.7 ) 
Unitek Global Services, Inc.     (0.8 ) 
Marea 2012-1A CLO     (0.9 ) 
Pegasus Solutions, Inc.     (0.9 ) 
SourceHov, LLC     (0.9 ) 
Jackson Hewitt, Inc.     (1.4 ) 
Sargas CLO 2006-1A     (1.6 ) 
Pegasus Solutions, Inc.     (1.7 ) 
Stone Tower CLO LTD 2007 7X     (1.9 ) 
Hewetts Island CDO III 2005-1A D     (2.2 ) 
Catamaran CLO Ltd.     (2.4 ) 
Net all other     (3.9 ) 
Total   $ (16.4 ) 

Please see “— Portfolio Grading” for more information.

Net Increase in Net Assets Resulting from Net Investment Income

Net investment income for the quarter ended June 30, 2014 and 2013 was approximately $17.4 million and $16.0 million, respectively. This increase was due to an increase in the amount of performing assets in the portfolio and distributions from the CLO equity investments in our portfolio. These were partially offset by increased interest expense, higher management fees as well as higher capital gains incentive fees.

Excluding the impact of the capital gains incentive fee accrual reversal of approximately $856,000, core net investment income for the quarter ended June 30, 2014 was approximately $16.6 million compared to approximately $13.1 million for the same period in 2013.

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Based on weighted-average shares outstanding of 60,214,211 (basic) and 70,247,363 (diluted), the net increase in net assets resulting from net investment income per common share for the quarter ended June 30, 2014 was approximately $0.29 (basic) and $0.27 (diluted), compared to approximately $0.30 per share (basic) and $0.28 (diluted) for the same period in 2013.

Excluding the impact of the capital gains incentive fee accrual reduction, the net increase in net assets resulting from core net investment income per common share for the quarter ended June 30, 2014 would have been $0.28 (basic) and $0.26 (diluted), compared to $0.25 per share (basic) and $0.24 per share (diluted), for the same period in 2013.

Please see “— Supplemental Information Regarding Core Net Investment Income and Core Net Increase in Net Assets Resulting from Operations” below for more information.

Net Increase in Net Assets Resulting from Operations

We had a net increase in net assets resulting from operations of approximately $13.1 million for the quarter ended June 30, 2014, compared to a net increase of approximately $1.5 million for the comparable period in 2013. This increase was attributable to an increase in the amount of performing assets in the portfolio and distributions from the CLO equity investments in our portfolio as well greater unrealized appreciation. This increase was partially offset by increased interest expense, higher management fees, greater capital gains incentive fees as well as higher realized losses.

Based on weighted-average shares outstanding of 60,214,211 (basic) and 70,247,363 (diluted), the net increase in net assets resulting from operations per common share for the quarter ended June 30, 2014 was approximately $0.22 (basic) and approximately $0.21 (diluted), compared to a net increase in net assets resulting from operations per share of approximately $0.03 (basic) and $0.05 (diluted) for the same period in 2013.

Excluding the impact of the capital gains incentive fee accrual reduction, we would have had a core net increase in net assets resulting from operations per common share of $0.20 (basic and diluted) compared to a core net decrease in net assets resulting from operations of $0.03 per share (basic) and a core net increase in net assets resulting from operations of $0.01 per share (diluted) for the same period in 2013.

Please see “— Supplemental Information Regarding Core Net Investment Income and Core Net Increase in Net Assets Resulting from Operations” below for more information.

Set forth below is a comparison of our results of operations for the six months ended June 30, 2014 to the six months ended June 30, 2013.

Investment Income

As of June 30, 2014, our debt investments had stated interest rates of between 3.93% and 15.00% and maturity dates of between 25 and 130 months. In addition, our total portfolio had a weighted average yield on debt investments of approximately 8.2%, compared with 8.5% as of June 30, 2013. The reduction in the weighted average yield on our debt portfolio over the past year is primarily a result of the investment restrictions of the securitization vehicles that we have sponsored, which require us to generally invest in higher-rated and/or larger corporate loans which carry correspondingly lower yields, as well as the refinancing and repricing of many of those loans at lower rates due to current market conditions.

Investment income for the six months ended June 30, 2014 was approximately $58.6 million compared to approximately $47.2 million for the six months ended June 30, 2013. This increase was due largely to an increase in the amount of distributions from the equity interests in our CLO vehicle investments and the amount of performing assets in the portfolio. The total principal value of income producing debt investments as of June 30, 2014 and June 30, 2013 was approximately $715.4 million and $696.9 million, respectively. For the six months ended June 30, 2014, investment income consisted of approximately $24.2 million in cash interest from portfolio investments, approximately $1.4 million in amortization of original issue and market discount, approximately $29.9 million in distributions from the equity interest in securitized vehicle investments, as well as approximately $0.7 million in PIK interest income.

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For the six months ended June 30, 2014, other income of approximately $2.4 million was recorded, including approximately $0.5 million representing fees associated with four of our CLO equity investments, compared to other income of approximately $2.7 million for the six months ended June 30, 2013. Other income generally includes closing fees, origination fees and amendment fees associated with investments in portfolio companies. Such fees may be paid at closing of our investments or at the time the terms of the underlying loan agreement are revised and are generally fully earned, non-refundable, and non-recurring. Also, the Company may receive fees in connection with CLO equity investments which may be paid over the life of the underlying CLO vehicle; such fees are recognized as income when earned.

Operating Expenses

Total expenses for the six months ended June 30, 2014 were approximately $23.4 million, which includes the capital gains incentive fee accrual reversal of approximately $3.0 million.

Expenses before incentive fees, for the six months ended June 30, 2014, were approximately $23.3 million. This amount consisted of investment advisory fees, interest expense and other debt financing expenses, professional fees, compensation expense, and general and administrative expenses. Expenses before incentive fees increased approximately $2.7 million from the six months ended June 30, 2013, attributable primarily to higher interest expense associated with the secured notes issued under our debt securitization transactions and Convertible Notes issued in September 2012 and increased investment advisory fees (consisting of the base management fee). Expenses before incentive fees for the six months ended June 30, 2013 were approximately $20.6 million.

The investment advisory base fee for the six months ended June, 2014 was approximately $10.4 million and the investment advisory fee in the comparable period in 2013 was approximately $9.0 million. The increase in the base management fee is due to an increase in average gross assets. At each of June 30, 2014 and December 31, 2013, respectively, approximately $6.9 million and $7.1 million of investment advisory fees remained payable to TICC Management, including the net investment income incentive fee discussed below.

Interest expense and other debt financing expenses for the six months ended June 30, 2014 was approximately $9.8 million, which was directly related to our debt securitization financing transactions as well as our Convertible Note transaction. Interest expense for the six months ended June 30, 2013 was approximately $9.0 million.

TICC CLO LLC

In August 2011, secured notes in the amount of $101,250,000 were issued by a newly formed special purpose vehicle in which a wholly-owned subsidiary of TICC owns all of the equity. Under this structure, the notes bear interest, after the effective date, at three-month London Inter Bank Offered Rate (“LIBOR”) plus 2.25% (prior to the effective date, the Class A Notes bear interest at five-month LIBOR plus 2.25%). For the six months ended June 30, 2014, the total interest expense under the securitization was approximately $1.5 million, comprised of stated interest expense (approximately $1.3 million), accreted discount (approximately $79,000) and amortized deferred debt issuance costs (approximately $150,000). The accrued interest payable on the Class A Notes during the second quarter of 2014 was approximately $467,000. At December 31, 2013, interest expense of approximately $476,000 remained payable. For further information on this securitization, see “— Liquidity and Capital Resources-Borrowings.”

TICC CLO 2012-1 LLC

On August 23, 2012, the Company completed a $160 million debt securitization financing transaction, consisting of $120 million in secured notes and $40 million of subordinated notes. On February 25, 2013 and May 28, 2013, TICC CLO 2012-1 issued additional secured notes totaling an aggregate of $120 million and subordinated notes totaling an aggregate of $40 million, which subordinated notes were purchased by the Company, under the “accordion” feature of the debt securitization which allowed, under certain circumstances and subject to the satisfaction of certain conditions, for an increase in the amount of secured and subordinated notes. It is not necessary that the Company own all or any of the notes permitted by this feature, which may affect the accounting treatment of the debt securitization financing transaction. As of June 30, 2014, the secured notes of the 2012 Securitization Issuer have an aggregate face amount of $240 million and were

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issued in four classes. The class A-1 notes have a current face amount of $176 million, are rated AAA(sf)/Aaa(sf) by Standard & Poor’s Ratings Services (S&P) and Moody’s Investors Service, Inc. (Moody’s), respectively, and bear interest at three-month LIBOR plus 1.75%. The class B-1 notes have a current face amount of $20 million, are rated AA (sf)/Aa2 (sf) by S&P and Moody’s, respectively, and bear interest at three-month LIBOR plus 3.50%. The class C-1 notes have a current face amount of $23 million, are rated A(sf)/A2(sf) by S&P and Moody’s, respectively, and bear interest at three-month LIBOR plus 4.75%. The class D-1 notes have a current face amount of $21 million, are rated BBB(sf)/Baa2(sf) by S&P and Moody’s, respectively, and bear interest at three-month LIBOR plus 5.75%. TICC presently owns all of the subordinated notes, which totaled $80 million as of June 30, 2014. For further information on this securitization, see “— Liquidity and Capital Resources-Borrowings.”

For the six months ended June 30, 2014, the aggregate interest expense under the securitization was approximately $3.7 million, comprised of stated interest expense (approximately $3.3 million), accreted discount (approximately $0.2 million) and amortized deferred debt issuance costs (approximately $0.2 million). The aggregate accrued interest payable on the notes of the 2012 Securitization Issuer during the second quarter of 2014 was approximately $644,000. At December 31, 2013, aggregate interest expense of approximately $683,000 million remained payable.

2017 Convertible Notes

On September 26, 2012, we issued $105,000,000 aggregate principal amount of the Convertible Notes. An additional $10.0 million aggregate principal amount of the Convertible Notes was issued on October 22, 2012 pursuant to the exercise of the initial purchasers’ option to purchase additional Convertible Notes. The Convertible Notes mature on November 1, 2017. The Convertible Notes bear interest at a rate of 7.50% per year, payable semi-annually in arrears on May 1 and November 1 of each year, which commenced on May 1, 2013. For the six months ended June 30, 2014, the aggregate interest expense on the Convertible Notes was approximately $4.6 million, comprised of stated interest expense (approximately $4.3 million) and amortized deferred debt issuance costs (approximately $0.3 million). The accrued interest payable on the Convertible Notes during the second quarter of 2014 was approximately $1.4 million. At December 31, 2013, aggregate interest expense on the Convertible Notes of approximately $1.4 million remained payable.

The table below summarizes the components of interest expense for the six months ended June, 2014 and 2013:

               
  Six Months Ended June 30, 2014   Six Months Ended June 30, 2013
(dollars in thousands)   Stated Interest Expense   Note Discount Expense   Amortization
of Deferred
Debt
Issuance
Costs
  Total   Stated Interest Expense   Note Discount Expense   Amortization
of Deferred
Debt
Issuance
Costs
  Total
TICC CLO LLC Class A Notes   $ 1,265.0     $ 78.7     $ 150.0     $ 1,493.7     $ 1,294.8     $ 78.6     $ 150.0     $ 1,523.4  
TICC CLO 2012-1 LLC
Class A-1 Notes
    1,755.8       98.2             1,854.0       1,355.6       94.1             1,449.7  
TICC CLO 2012-1 LLC
Class B-1 Notes
    375.5       26.6             402.1       280.9       25.9             306.8  
TICC CLO 2012-1 LLC
Class C-1 Notes
    576.4       44.1             620.5       427.3       45.4             472.7  
TICC CLO 2012-1 LLC
Class D-1 Notes
    631.8       49.3             681.1       466.2       50.6             516.8  
TICC CLO 2012-1
amortization of deferred debt
                170.5       170.5                   142.0       142.0  
2017 Convertible Notes     4,312.5             307.0       4,619.5       4,288.5             303.4       4,591.9  
Total   $ 8,917.0     $ 296.9     $ 627.5     $ 9,841.4     $ 8,113.3     $ 294.6     $ 595.4     $ 9,003.3  

Professional fees, consisting of legal, valuation, audit and tax fees, were approximately $1.0 million for the six months ended June 30, 2014, compared to approximately $1.1 million for the six months ended June 30, 2013. This decrease was primarily the result of the timing of certain professional services.

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Compensation expenses were approximately $927,000 for the six months ended June 30, 2014 compared to approximately $614,000 for the six months ended June 30, 2013, reflecting the allocation of compensation expenses for the services of our chief financial officer, chief compliance officer, controller and senior accountants, and other administrative support personnel. At June 30, 2014 and December 31, 2013, respectively, approximately $232,000 and $24,000 of compensation expenses remained payable.

General and administrative expenses, consisting primarily of directors’ fees, insurance, listing fees, transfer agent and custodian fees, market data services, facilities costs and other expenses, were approximately $1.2 million for the six months ended June 30, 2014 compared to approximately $913,000 for the same period in 2013. Office supplies, facilities costs and other expenses are allocated to us under the terms of the Administration Agreement.

Incentive Fees

The net investment income incentive fee for the six months ended June 30, 2014 was approximately $3.1 million compared to $2.6 million for the six months ended June 30, 2013. The net investment income incentive fee is calculated and payable quarterly in arrears based on our “Pre-Incentive Fee Net Investment Income” for the immediately preceding calendar quarter subject to a hurdle rate which is determined as of December 31 of the preceding year. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income accrued during the calendar quarter minus our operating expenses for the quarter (including the base fee, expenses payable under the Administration Agreement with BDC Partners, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). For the six months ended June 30, 2014, the investment adviser permanently waived $180,000 of the net investment income incentive fee.

The capital gains incentive fee expense, as reported under generally accepted accounting principles, is calculated on the basis of net realized and unrealized gains and losses at the end of each period. The expense related to the hypothetical liquidation of the portfolio (and assuming no other changes in realized or unrealized gains and losses) would only become payable to our investment adviser in the event of a complete liquidation of our portfolio as of period end and the termination of the Investment Advisory Agreement on such date. The capital gains incentive fee expense for the six months ended June 30, 2014 resulted in an accrual reversal of approximately $3.0 million as a result of the impact of net unrealized depreciation and net realized losses on our portfolio for the six months ended June 30, 2014. For the quarter ended June 30, 2013, an accrual reversal of approximately $2.7 million was recorded under the hypothetical liquidation calculation.

The amount of the capital gains incentive fee which will actually be payable is determined in accordance with the terms of the Investment Advisory Agreement and is calculated as of the end of each calendar year (or upon termination of the Investment Advisory Agreement). The terms of the Investment Advisory Agreement state that the capital gains incentive fee calculation is based on net realized gains, if any, offset by gross unrealized depreciation for the calendar year. No effect is given to gross unrealized appreciation in this calculation. For the year ended December 31, 2013, such an accrual was not required under the terms of the Investment Advisory Agreement.

Realized and Unrealized Gains/Losses on Investments

For the six months ended June 30, 2014, we recorded net realized losses on investments of approximately $8.7 million, which represents the loss on the restructuring of our debt investment in Nextag Inc. of approximately $5.3 million and net realized losses from the sale and repayment of several of our debt and equity investments which totaled approximately $3.4 million.

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Based upon the fair value determinations made in good faith by the Board of Directors, during the six months ended June 30, 2014, we had net unrealized depreciation of approximately $49,000, comprised of $9.6 million in gross unrealized appreciation, $15.3 million in gross unrealized depreciation and approximately $5.7 million relating to the reversal of prior period net unrealized depreciation as investments were realized. The most significant changes in net unrealized appreciation and depreciation during the six months ended June 30, 2014 were as follows (in millions):

 
Portfolio Company   Changes in unrealized appreciation (depreciation)
Nextag, Inc.   $ 3.9  
Lightpoint CLO VIII, Ltd.     1.3  
Mmodal, Inc.     1.2  
Mountain Hawk III CLO, Ltd.     1.0  
Jersey Street CLO, Ltd.     0.9  
Other CLO equity related investments     0.6  
Ares XXIX CLO Ltd.     0.6  
Ivy Hill Middle Market Credit Fund VII, Ltd.     0.6  
Marea CLO, Ltd.     0.6  
Global Tel Link Corp.     0.6  
Serena Software Inc.     0.5  
Shackleton 2013-III CLO, Ltd.     (0.5 ) 
Ares XXVI CLO Ltd.     (0.6 ) 
Algorithmic Implementations, Inc.     (0.7 ) 
Merrill Communications, LLC     (0.8 ) 
Stone Tower CLO VII Ltd.     (0.9 ) 
Telos CLO 2014-5, Ltd.     (0.9 ) 
Columbus Park CDO Ltd.     (1.4 ) 
ACA CLO 2007-1, Ltd.     (1.5 ) 
Catamaran CLO 2012-1 Ltd.     (1.8 ) 
RBS Holding Company     (1.9 ) 
Net all other     (0.8 ) 
Total(1)   $ (0.0 ) 

(1) Total net unrealized depreciation for the six months ended June 30, 2014 is approximately $49,000.

For the six months ended June 30, 2013, we recorded net realized gains on investments of approximately $8.5 million, which primarily represented the gain on the sale of several of our CLO debt and equity investments which totaled approximately $6.8 million.

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Based upon the fair value determinations made in good faith by the Board of Directors, during the six months ended June 30, 2013, we had net unrealized depreciation of approximately $12.8 million, comprised of $22.4 million in gross unrealized appreciation, $28.6 million in gross unrealized depreciation and approximately $6.6 million relating to the reversal of prior period net unrealized appreciation as investments were realized. The most significant changes in net unrealized appreciation and depreciation during the six months ended June 30, 2013 were as follows (in millions):

 
Portfolio Company   Changes in Unrealized appreciation (depreciation)
Merrill Communications, LLC   $ 9.6  
Band Digital Inc.     1.3  
Carlyle 2013-2 Sub     0.6  
Integra Telecom Holdings, Inc.     0.6  
Lightpoint CLO 2005-3X     0.5  
Gale 2007-4A CLO     (0.5 ) 
Flagship 2005-4A D     (0.6 ) 
Nextag, Inc     (0.7 ) 
Lightpoint CLO VII LTD 2007-8     (0.7 ) 
Unitek Global Services, Inc.     (0.7 ) 
ACA CLO 2007-1a sub     (0.7 ) 
CIFC CLO – 2006-1A B2L     (0.8 ) 
Jersey Street 2006-1A CLO LTD.     (0.8 ) 
ACA CLO 2006-2, Limited     (0.9 ) 
Landmark V CDO LTD.     (0.9 ) 
Marea 2012-1A CLO     (1.0 ) 
Lightpoint CLO VII LTD 2007-7     (1.3 ) 
Canaras CLO Equity – 2007-1A, 1X     (1.4 ) 
Lightpoint CLO 2007-8A     (1.7 ) 
Sargas CLO 2006-1A     (2.0 ) 
Hewetts Island CDO III 2005-1A D     (2.2 ) 
Catamaran CLO Ltd.     (2.5 ) 
Stone Tower CLO LTD 2007 7X     (3.2 ) 
Pegasus Solutions, Inc.     (3.5 ) 
Net all other     0.7  
Total   $ (12.8 ) 

Please see “— Portfolio Grading” for more information.

Net Increase in Net Assets Resulting from Net Investment Income

Net investment income for the six months ended June 30, 2014 and 2013 was approximately $35.2 million and $26.6 million, respectively. This increase was due to an increase in the amount of performing assets in the portfolio and distributions from the CLO equity investments in our portfolio and lower capital gains incentive fees. These were partially offset by increased interest expense and higher management fees.

Excluding the impact of the capital gains incentive fee accrual reversal of approximately $3.0 million, core net investment income for the six months ended June 30, 2014 was approximately $32.1 million compared to approximately $23.9 million for the same period in 2013.

Based on weighted-average shares outstanding of 57,311,454 (basic) and 67,344,606 (diluted), the net increase in net assets resulting from net investment income per common share for the six months ended June 30, 2014 was approximately $0.61 (basic) and $0.58 (diluted), compared to approximately $0.54 per share (basic) and $0.51 (diluted) for the same period in 2013.

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Excluding the impact of the capital gains incentive fee accrual reduction, the net increase in net assets resulting from core net investment income per common share for the six months ended June 30, 2014 would have been $0.56 (basic) and $0.53 (diluted), compared to $0.49 per share (basic) and $0.47 per share (diluted), for the same period in 2013.

Please see “— Supplemental Information Regarding Core Net Investment Income and Core Net Increase in Net Assets Resulting from Operations” below for more information.

Net Increase in Net Assets Resulting from Operations

We had a net increase in net assets resulting from operations of approximately $26.4 million for the six months ended June 30, 2014, compared to a net increase of approximately $22.3 million for the comparable period in 2013. This increase was attributable to an increase in the amount of performing assets in the portfolio and distributions from the CLO equity investments in our portfolio as well greater unrealized appreciation and lower capital gains incentive fees. This increase was partially offset by greater interest expense, higher management fees as well as higher realized losses.

Based on weighted-average shares outstanding of 57,311,454 (basic) and 67,344,606 (diluted), the net increase in net assets resulting from operations per common share for the six months ended June 30, 2014 was approximately $0.46 (basic) and approximately $0.45 (diluted), compared to a net increase in net assets resulting from operations per share of approximately $0.45 (basic) and $0.44 (diluted) for the same period in 2013.

Excluding the impact of the capital gains incentive fee accrual reduction, we would have had a core net increase in net assets resulting from operations per common share of $0.41 (basic) and $0.40 (diluted) compared to a core net increase in net assets resulting from operations of $0.40 per share (basic) and $0.39 per share (diluted) for the same period in 2013.

Please see “— Supplemental Information Regarding Core Net Investment Income and Core Net Increase in Net Assets Resulting from Operations” below for more information.

Supplemental Information Regarding Core Net Investment Income and Core Net Increase in Net Assets Resulting from Operations

The following tables provide a reconciliation of net investment income to core net investment income (for the three and six months ended June 30, 2014 and 2013, respectively):

       
  Three Months Ended
June 30, 2014
  Six Months Ended
June 30, 2014
     Amount   Per Share Amounts   Amount   Per Share Amounts
Net investment income   $ 17,416,580     $ 0.289     $ 35,174,767     $ 0.614  
Capital gains incentive fee     (856,158 )      (0.014 )      (3,034,889 )      (0.053 ) 
Core net investment income   $ 16,560,422     $ 0.275     $ 32,139,878     $ 0.561  

       
  Three Months Ended
June 30, 2013
  Six Months Ended
June 30, 2013
     Amount   Per Share Amounts   Amount   Per Share Amounts
Net investment income   $ 15,955,918     $ 0.304     $ 26,607,121     $ 0.542  
Capital gains incentive fee     (2,899,772 )      (0.055 )      (2,684,418 )      (0.055 ) 
Core net investment income   $ 13,056,146     $ 0.249     $ 23,922,703     $ 0.487  

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The following tables provide a reconciliation of net increase in net assets resulting from operations to core net increase in net assets resulting from operations (for the three and six months ended June 30, 2014 and 2013, respectively):

       
  Three Months Ended
June 30, 2014
  Six Months Ended
June 30, 2014
     Amount   Per Share Amounts   Amount   Per Share Amounts
Net increase in net assets resulting from operations   $ 13,135,784     $ 0.218     $ 26,395,914     $ 0.461  
Capital gains incentive fee     (856,158 )      (0.014 )      (3,034,889 )      (0.053 ) 
Core net increase in net assets resulting from operations   $ 12,279,626     $ 0.204     $ 23,361,025     $ 0.408  

       
  Three Months Ended
June 30, 2013
  Six Months Ended
June 30, 2013
     Amount   Per Share Amounts   Amount   Per Share Amounts
Net increase in net assets resulting from operations   $ 1,456,996     $ 0.028     $ 22,299,042     $ 0.454  
Capital gains incentive fee     (2,899,772 )      (0.055 )      (2,684,418 )      (0.055 ) 
Core net increase in net assets resulting from operations   $ (1,442,776 )    $ (0.027 )    $ 19,614,624     $ 0.399  

In addition, the following ratio is presented to supplement the financial highlights included in Note 12 to the financial statements:

       
  2014   2013
     Three Months
Ended
June 30,
2014
  Six Months
Ended
June 30,
2014
  Three Months
Ended
June 30,
2013
  Six Months
Ended
June 30,
2013
Ratio of core net investment income to average net assets, for the three and six months ended June 30, 2014 and 2013, respectively     11.28 %      11.47 %      9.98 %      9.80 % 

The following table provides a reconciliation of the ratio of net investment income to average net assets to the ratio of core net investment income to average net assets, for the three and six months ended June 30, 2014 and 2013, respectively.

       
  2014   2013
     Three Months
Ended
June 30,
2014
  Six Months
Ended
June 30,
2014
  Three Months
Ended
June 30,
2013
  Six Months
Ended
June 30,
2013
Ratio of net investment income to average net assets     11.86 %      12.56 %      12.20 %      10.90 % 
Ratio of capital gain incentive fee to average
net assets
    (0.58 )%      (1.09 )%      (2.22 )%      (1.10 )% 
Ratio of core net investment income to average net assets     11.28 %      11.47 %      9.98 %      9.80 % 

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LIQUIDITY AND CAPITAL RESOURCES

During the six months ended June, 2014, cash and cash equivalents increased from approximately $14.9 million at the beginning of the period to approximately $17.8 million at the end of the period. Net cash used by operating activities for the period, consisting primarily of the items described in “— Results of Operations,” was approximately $17.4 million, largely reflecting purchases of new investments of approximately $247.3 million partially offset by the proceeds from principal repayments and sales of investments of approximately $199.1 million. Net cash used by investing activities reflects the change in restricted cash in the debt securitization entity. During the period, net cash provided by financing activities was approximately $32.6 million, reflecting primarily the net proceeds of approximately $66.4 resulting from an equity offering, partially offset by the distribution of dividends.

Equity Follow-On Offerings

On March 19, 2014, we completed a public offering of approximately 6.75 million shares of our common stock at a public offering price of $10.14 per share for total gross proceeds of approximately $68.4 million.

Contractual Obligations

We have certain obligations with respect to the investment advisory and administration services we receive. See “— Overview”. We incurred approximately $10.4 million for investment advisory services, excluding pre-incentive net investment income incentive fees, and approximately $1.2 million for administrative services for the six months ended June 30, 2014.

A summary of our significant contractual payment obligations is as follows as of June 30, 2014. See “Note 4. Borrowings” to our consolidated financial statements.

         
  Total   Payments Due by Period
Contractual obligations   Less than
1 year
  1 – 3 years   3 – 5 years   More than
5 years
Long-term debt obligations:
                                            
TICC CLO LLC   $ 101,250,000     $     $     $     $ 101,250,000  
TICC CLO 2012-1 LLC     240,000,000                         240,000,000  
TICC Convertible Notes     115,000,000                   115,000,000        
Total   $ 456,250,000     $     $     $ 115,000,000     $ 341,250,000  

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices.

Borrowings

On August 10, 2011, the Company completed a $225.0 million debt securitization financing transaction. The Class A Notes offered in the securitization were issued by TICC CLO, and are secured by the assets held by the trustee on behalf of the 2011 Securitization Issuer. The notes are an obligation of TICC CLO. The securitization was executed through a private placement of $101.25 million of Aaa/AAA Class A Notes which bear interest, after the effective date, at three-month LIBOR plus 2.25% (prior to the effective date, the Class A Notes bear interest at five-month LIBOR plus 2.25%). The notes were sold at a discount to par, and the amount of the discount is being amortized over the term of the notes. The Class A Notes are included in the June 30, 2014 consolidated statements of assets and liabilities. For the three and six months ended June 30, 2014, the Class A note holders were paid interest on the Class A notes of approximately $0.6 million and $1.3 million, respectively. Holdings retained all of the 2011 Subordinated Notes totaling $123.75 million and all of the membership interests in the 2011 Securitization Issuer. The 2011 Subordinated Notes do not bear interest, but are entitled to the residual economic interest in the 2011 Securitization Issuer.

On August 23, 2012, the Company completed a $160 million debt securitization financing transaction, consisting of $120 million in secured notes and $40 million of subordinated notes. On February 25, 2013 and May 28, 2013, TICC CLO 2012-1 issued an additional secured notes totaling an aggregate of $120 million

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and subordinated notes totaling an aggregate of $40 million, which subordinated notes were purchased by the Company, under the “accordion” feature of the debt securitization which allowed, under certain circumstances and subject to the satisfaction of certain conditions, for an increase in the amount of secured and subordinated notes. It is not necessary that the Company own all or any of the notes permitted by this feature, which may affect the accounting treatment of the debt securitization financing transaction. As of June 30, 2014, the secured notes of the 2012 Securitization Issuer have an aggregate face amount of $240 million and were issued in four classes. The class A-1 notes have a current face amount of $176 million, are rated AAA(sf)/Aaa(sf) by Standard & Poor’s Ratings Services (S&P) and Moody’s Investors Service, Inc. (Moody’s), respectively, and bear interest at three-month LIBOR plus 1.75%. The class B-1 notes have a current face amount of $20 million, are rated AA(sf)/Aa2(sf) by S&P and Moody’s, respectively, and bear interest at three-month LIBOR plus 3.50%. The class C-1 notes have a current face amount of $23 million, are rated A(sf)/A2(sf) by S&P and Moody’s, respectively, and bear interest at three-month LIBOR plus 4.75%. The class D-1 notes have a current face amount of $21 million, are rated BBB(sf)/Baa2(sf) by S&P and Moody’s, respectively, and bear interest at three-month LIBOR plus 5.75%. TICC presently owns all of the subordinated notes, which totaled $80 million as of June 30, 2014. For the three and six months ended June 30, 2014, the class A-1, B-1, C-1 and D-1 were paid in aggregate $1.7 million and $3.4 million, respectively.

On September 26, 2012, the Company issued $105,000,000 aggregate principal amount of the Convertible Notes and an additional $10,000,000 aggregate principal amount of the Convertible Notes was issued on October 22, 2012. The Convertible Notes are convertible into shares of our common stock based on an initial conversion rate of 87.2448 shares of our common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $11.46 per share of common stock. The conversion price for the Convertible Notes will be reduced for quarterly cash dividends paid to common shares to the extent that the quarterly dividend exceeds $0.29 cents per share, subject to adjustment. The Convertible Notes mature on November 1, 2017, unless previously converted in accordance with their terms. The Convertible Notes are our general unsecured obligations, rank equally in right of payment with our future senior unsecured debt, and rank senior in right of payment to any potential subordinated debt, should any be issued in the future. For the three and six months ended June 30, 2014, note holders were paid interest of $4.3 million and $4.3 million, respectively.

Distributions

In order to qualify as a regulated investment company and to avoid corporate level tax on the income we distribute to our stockholders, we are required, under Subchapter M of the Code, to distribute at least 90% of our ordinary income and short-term capital gains to our stockholders on an annual basis.

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The following table reflects the cash distributions, including dividends, dividends reinvested and returns of capital, if any, per share that we have declared on our common stock since the beginning of 2011:

     
Date Declared   Record Date   Payment Date   Amount
Fiscal 2014
                          
July 31, 2014     September 16, 2014       September 30, 2014     $ 0.29  
May 1, 2014     June 16, 2014       June 30, 2014       0.29  
March 5, 2014     March 25, 2014       March 31, 2014       0.29  
Total (2014)               $ 0.87  
Fiscal 2013
                          
October 29, 2013     December 17, 2013       December 31, 2013     $ 0.29  
July 30, 2013     September 16, 2013       September 30, 2013       0.29  
April 30, 2013     June 14, 2013       June 28, 2013       0.29  
February 28, 2013     March 22, 2013       March 29, 2013       0.29  
Total (2013)               $ 1.16 (1) 
Fiscal 2012
                          
November 1, 2012     December 17, 2012       December 31, 2012     $ 0.29  
July 26, 2012     September 14, 2012       September 28, 2012       0.29  
May 2, 2012     June 15, 2012       June 29, 2012       0.27  
March 1, 2012     March 21, 2012       March 30, 2012       0.27  
Total (2012)               $ 1.12 (1) 
Fiscal 2011
                          
November 3, 2011     December 16, 2011       December 30, 2011     $ 0.25  
July 28, 2011     September 16, 2011       September 30, 2011       0.25  
May 3, 2011     June 16, 2011       June 30, 2011       0.25  
March 3, 2011     March 21, 2011       March 31, 2011       0.24  
Total (2011)               $ 0.99 (1) 

(1) Distributions for the fiscal years ended December 31, 2013, 2012 and 2011 were funded from taxable earnings.

Related Parties

We have a number of business relationships with affiliated or related parties, including the following:

We have entered into the Investment Advisory Agreement with TICC Management. TICC Management is controlled by BDC Partners, its managing member. Charles M. Royce, as the non-managing member, holds a minority, non-controlling interest in TICC Management. BDC Partners, as the managing member of TICC Management, manages the business and internal affairs of TICC Management. In addition, BDC Partners provides us with office facilities and administrative services pursuant to the Administration Agreement.
Messrs. Cohen and Rosenthal currently serve as Chief Executive Officer and President, respectively, for T2 Advisers, LLC, which serves as the collateral manager of T2 Income Fund CLO I Ltd. BDC Partners is the managing member of T2 Advisers, LLC. In addition, Mr. Conroy serves as the Chief Financial Officer, Chief Compliance Officer and Treasurer of T2 Advisers, LLC.
Messrs. Cohen and Rosenthal currently serve as Chief Executive Officer and President, respectively, of Oxford Lane Capital Corp., a non-diversified closed-end management investment company that invests primarily in leveraged corporate loans, and its investment adviser, Oxford Lane Management, LLC (“Oxford Lane Management”). BDC Partners provides Oxford Lane Capital Corp. with office facilities and administrative services pursuant to an administration agreement and also serves as the managing member of Oxford Lane Management. In addition, Patrick F. Conroy serves as the Chief Financial Officer, Chief Compliance Officer and Corporate Secretary of Oxford Lane Capital Corp. and Chief Financial Officer, Chief Compliance Officer and Treasurer of Oxford Lane Management.

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BDC Partners has adopted a written policy with respect to the allocation of investment opportunities among TICC, Oxford Lane Capital Corp. and T2 Income Fund CLO I Ltd. in view of the potential conflicts of interest raised by the relationships described above.

In the ordinary course of business, we may enter into transactions with portfolio companies that may be considered related party transactions. In order to ensure that we do not engage in any prohibited transactions with any persons affiliated with us, we have implemented certain policies and procedures whereby our executive officers screen each of our transactions for any possible affiliations between the proposed portfolio investment, us, companies controlled by us and our employees and directors. We will not enter into any agreements unless and until we are satisfied that doing so will not raise concerns under the 1940 Act or, if such concerns exist, we have taken appropriate actions to seek board review and approval or exemptive relief for such transaction. Our Board of Directors reviews these procedures on an annual basis.

We have also adopted a Code of Ethics which applies to, among others, our senior officers, including our Chief Executive Officer and Chief Financial Officer, as well as all of our officers, directors and employees. Our Code of Ethics requires that all employees and directors avoid any conflict, or the appearance of a conflict, between an individual’s personal interests and our interests. Pursuant to our Code of Ethics, each employee and director must disclose any conflicts of interest, or actions or relationships that might give rise to a conflict, to our Chief Compliance Officer. Our Audit Committee is charged with approving any waivers under our Code of Ethics. As required by the NASDAQ Global Select Market corporate governance listing standards, the Audit Committee of our Board of Directors is also required to review and approve any transactions with related parties (as such term is defined in Item 404 of Regulation S-K).

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RECENT DEVELOPMENTS

On July 31, 2014, the Board of Directors declared a distribution of $0.29 per share for the third quarter, payable on September 30, 2014 to shareholders of record as of September 16, 2014.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are subject to financial market risks, including changes in interest rates. As of June 30, 2014, two debt investments in our portfolio were at a fixed rate, and the remaining seventy-three debt investments were at variable rates, representing approximately $8.3 million and $707.1 million in principal debt, respectively. At June 30, 2014, all of our variable rate investments were income producing. The variable rates are based upon the five-year Treasury note, the Prime rate or LIBOR, and, in the case of our syndicated-loan investments are generally reset quarterly, whereas our bilateral investment is generally reset annually. We expect that future debt investments will generally be made at variable rates. Many of the variable rate investments contain floors.

To illustrate the potential impact of a change in the underlying interest rate on our net investment income as it pertains to our debt portfolio, we have assumed a 1% increase in the underlying five-year Treasury note, the Prime rate or LIBOR, and no other change in our portfolio as of June 30, 2014. We have also assumed outstanding variable rate borrowings of $341.3 million. Under this analysis, net investment income would decrease by $2.3 million on an annualized basis, reflecting the amount of investments in our portfolio which have implied floors that would be unaffected by a 1% change in the underlying interest rate. However, if the increase in rates was more significant, such as 5%, the net effect on net investment income would be an increase of approximately $11.2 million. To the extent that the rate underlying certain investments, as well as our borrowings, is at a historic low, it is not possible for the underlying rate to decrease by 1% or 5%. If the underlying rate decreased to 0%, it would have a minimal effect on net investment income. Although management believes that this analysis is indicative of our existing interest rate sensitivity, it does not adjust for changes in the credit quality, size and composition of our portfolio, and other business developments, including a change in the level of our borrowings, that could affect the net increase (or decrease) in net assets resulting from operations. Accordingly, no assurances can be given that actual results would not differ materially from the results under this hypothetical analysis.

In addition, to illustrate the impact of a change in the underlying interest rate on our total investment income as it pertains to our CLO equity investments, we have assumed a 1% increase in the underlying three-month LIBOR, and no other change in our CLO portfolio, or to any of the credit, spread, default rate or other factors, as of June 30, 2014. Under this analysis, the effect on total investment income would be a decrease of approximately $20.0 million on an annualized basis, reflecting the portfolio assets held within these CLO vehicles which have implied floors that would be unaffected by a 1% change in the underlying interest rate, compared to the debt carried by those CLO vehicles which are at variable rates and which would be affected by a change in three-month LIBOR. If the increase in three-month LIBOR was more significant, such as 5%, the net effect on total investment income would be a decrease of approximately $13.1 million. Although management believes that this analysis is indicative of our existing interest rate sensitivity, it does not adjust for changes in any of the other assumptions that effect the return on CLO equity investments, both positively and negatively (and which could accompany changes to the three-month LIBOR rate), such as default rates, recovery rates, prepayment rates and reinvestment rates, that could affect the net increase (or decrease) in net assets resulting from operations. Accordingly, no assurances can be given that actual results would not differ materially from the results under this hypothetical analysis.

We may in the future hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to the investments in our portfolio with fixed interest rates.

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ITEM 4. CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures

As of June 30, 2014 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings 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. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

(b) Changes in Internal Controls Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) that occurred during the quarter ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are not currently subject to any material legal proceedings. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

ITEM 1A. RISK FACTORS.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, which could materially affect our business, financial condition and/or operating results. The risks described 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 and adversely affect our business, financial condition and/or operating results. There have been no material changes during the six months ended June 30, 2014 to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2013.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

While we did not engage in unregistered sales of equity securities during the six months ended June 30, 2014, we issued a total of 116,348 shares of common stock under our dividend reinvestment plan. This issuance was not subject to the registration requirements of the Securities Act of 1933, as amended. The aggregate valuation price for the shares of common stock issued under the dividend reinvestment plan was approximately $1,087,093.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS.

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:

 
 3.1   Articles of Incorporation (Incorporated by reference to the Registrant’s Registration Statement on Form N-2 (File No. 333-109055), filed on September 23, 2003).
 3.2   Articles of Amendment (Incorporated by reference to Current Report on Form 8-K (File No. 814-00638) filed December 3, 2007).
 3.3   Amended and Restated Bylaws (Incorporated by reference to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-109055), filed on November 19, 2003).
 4.1   Form of Share Certificate (Incorporated by reference to the Registrant’s Registration Statement on Form N-2 (File No. 333-109055), filed on September 23, 2003).
 4.2   Indenture, dated September 26, 2012, relating to the 7.50% Senior Convertible Notes due 2017, by and between the Registrant and the Bank of New York Mellon, as trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s report on Form 8-K filed on September 27, 2012).
10.1   Investment Advisory Agreement between Registrant and TICC Management, LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s report on Form 8-K filed on July 1, 2011).
10.2   Custodian Agreement between Registrant and State Street Bank and Trust Company (Incorporated by reference to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-109055), filed on November 19, 2003).
10.3   Amended and Restated Administration Agreement between Registrant and BDC Partners, LLC. (Incorporated by reference to Exhibit 10.3 to the Registrant’s quarterly report on Form 10-Q filed on May 10, 2012).
10.4   Amended and Restated Dividend Reinvestment Plan (Incorporated by reference to Exhibit 4.1 to the Registrant’s report on Form 8-K filed on May 30, 2012).
10.5   Purchase Agreement by and among the Registrant, TICC Capital Corp. 2011-1 Holdings, LLC, TICC CLO LCC and Guggenheim Securities, LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s report on Form 8-K filed on August 11, 2011).
10.6   Master Loan Sale Agreement by and among the Registrant, TICC Capital Corp. 2011-1 Holdings, LLC and TICC CLO LLC (Incorporated by reference to Exhibit 10.2 to the Registrant’s report on Form 8-K filed on August 11, 2011).
10.7   Indenture by and between TICC CLO LLC and The Bank of New York Mellon Trust Company, National Association (Incorporated by reference to Exhibit 10.3 to the Registrant’s report on Form 8-K filed on August 11, 2011).
10.8   Collateral Management Agreement by and between TICC CLO LLC and the Registrant (Incorporated by reference to Exhibit 10.4 to the Registrant’s report on Form 8-K filed on August 11, 2011).
10.9   Collateral Administration Agreement by and among TICC CLO LLC, the Registrant and The Bank of New York Mellon Trust Company, National Association (Incorporated by reference to Exhibit 10.5 to the Registrant’s report on Form 8-K filed on August 11, 2011).
 10.10   Purchase Agreement, dated August 13, 2012, by and among TICC Capital Corp., TICC CLO 2012-1 LLC and Guggenheim Securities, LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s report on Form 8-K filed on August 23, 2012).
 10.11   Master Loan Sale Agreement, dated August 23, 2012, by and among TICC Capital Corp. and TICC CLO 2012-1 LLC (Incorporated by reference to Exhibit 10.2 to the Registrant’s report on Form 8-K filed on August 23, 2012).
 10.12   Indenture, dated August 23, 2012, by and between TICC CLO 2012-1 LLC and The Bank of New York Mellon Trust Company, National Association (Incorporated by reference to Exhibit 10.3 to the Registrant’s report on Form 8-K filed on August 23, 2012).

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 10.13   Collateral Management Agreement, dated August 23, 2012, by and between TICC CLO 2012-1 LLC and TICC Capital Corp. (Incorporated by reference to Exhibit 10.4 to the Registrant’s report on Form 8-K filed on August 23, 2012).
 10.14   Collateral Administration Agreement, dated August 23, 2012, by and among TICC CLO 2012-1 LLC, TICC Capital Corp. and The Bank of New York Mellon Trust Company, National Association (Incorporated by reference to Exhibit 10.5 to the Registrant’s report on Form 8-K filed on August 23, 2012).
 10.15   Upsize Purchase Agreement, dated January 24, 2013, by and among TICC Capital Corp., TICC CLO 2012-1 LLC and Guggenheim Securities, LLC (Incorporated by reference to the Registrant’s report on Form 8-K filed on February 26, 2013).
 10.16   Subordinated Note Purchase Agreement, dated February 25, 2013, by and among TICC Capital Corp. and TICC CLO 2012-1 LLC (Incorporated by reference to the Registrant’s report on Form 8-K filed on February 26, 2013).
 10.17   Second Upsize Purchase Agreement, dated May 21, 2013, by and among TICC Capital Corp., TICC CLO 2012-1 LLC and Guggenheim Securities, LLC (Incorporated by reference to the Registrant’s report on Form 8-K filed on May 29, 2013).
 10.18   Subordinated Note Purchase Agreement, dated May 28, 2013, by and among TICC Capital Corp. and TICC CLO 2012-1 LLC (Incorporated by reference to the Registrant’s report on Form 8-K filed on May 29, 2013).
11     Computation of Per Share Earnings (included in the notes to the financial statements contained in this report).
 31.1   Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.
 31.2   Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.
 32.1   Certification of Chief Executive Officer pursuant to section 906 of The Sarbanes-Oxley Act of 2002.
 32.2   Certification of Chief Financial Officer pursuant to section 906 of The Sarbanes-Oxley Act of 2002.

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TABLE OF CONTENTS

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

 
  TICC CAPITAL CORP.
Date: August 8, 2014  

By:

/s/ Jonathan H. Cohen

Jonathan H. Cohen
Chief Executive Officer
(Principal Executive Officer)

Date: August 8, 2014  

By:

/s/ Patrick F. Conroy

Patrick F. Conroy
Chief Financial Officer
(Principal Financial and Accounting Officer)

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