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EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULES 13A-14(A) - MCG CAPITAL CORPex-312123113.htm
EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C - MCG CAPITAL CORPex-322123113.htm
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C - MCG CAPITAL CORPex-321123113.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULES 13A-14(A) - MCG CAPITAL CORPex-311123113.htm
EX-23.1 - CONSENT OF ERNST & YOUNG LLP - MCG CAPITAL CORPex-231123113.htm
EX-21 - SUBSIDIARIES - MCG CAPITAL CORPex-21123113subsidiaries.htm
EX-10.20 - KENNEDY SEVERANCE AGREEMENT - MCG CAPITAL CORPex-1020kennedyseveranceagr.htm
EX-10.19 - AMENDMENT NO 1 TO REICHERT SEVERANCE AGREEMENT - MCG CAPITAL CORPex-1019amendmentno1reichert.htm
EX-10.17 - AMENDMENT NO 3 TO HAGEN SAVILLE EMPLOYMENT AGREEMENT - MCG CAPITAL CORPex-1017amendmentno3saville.htm
EX-10.5 - BFP POTOMAC TOWERS LEASE - MCG CAPITAL CORPex-105leasemcgcapitalbfppo.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K
(Mark One)
x    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
OR
¨    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
___________________
Commission file number 0-33377
MCG CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
 
54-1889518
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
1001 19th Street North, 10th Floor, Arlington, VA
 
22209
(Address of principal executive offices)
 
(Zip Code)
(703) 247-7500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered
Common Stock, par value $0.01 per share
 
The NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes  ¨    No  x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes  ¨    No  x
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  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer    o
Accelerated filer    x
Non-accelerated filer    o
Smaller reporting company    o
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x
The aggregate market value of the Registrant’s voting shares of common stock held by non-affiliates of the Registrant on June 30, 2013, was $356,905,163, based on $5.21 per share, the last reported sale price of the shares of common stock on the NASDAQ Global Select Market. For purposes of this computation, shares held by certain stockholders and by directors and executive officers of the Registrant have been excluded. Such exclusion of shares held by such persons is not intended, nor shall it be deemed, to be an admission that such persons are affiliates of the Registrant. There were 70,510,441 shares of the Registrant’s common stock outstanding as of February 21, 2014.
Documents Incorporated by Reference
Portions of the Registrant’s definitive Proxy Statement relating to its 2014 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A with the Securities and Exchange Commission, are incorporated by reference into Part III of this Annual Report on Form 10-K as indicated herein.




TABLE OF CONTENTS
 
PART I
Item 1.
Business
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
Item 2.
Properties
Item 3.
Legal Proceedings
Item 4.
Mine Safety Disclosures
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6.
Selected Consolidated Financial Data
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
Item 8.
Financial Statements and Supplementary Data
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
Item 9B.
Other Information
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accountant Fees and Services
PART IV
Item 15.
Exhibits and Financial Statement Schedules
SIGNATURES




PART I
ITEM 1.
BUSINESS
General
We are a solutions-focused commercial finance company that provides capital and advisory services to lower middle-market companies throughout the United States. Generally, our portfolio companies use our capital investment to finance acquisitions, recapitalizations, buyouts, organic growth, working capital and other general corporate purposes.
We are an internally managed, non-diversified, closed-end investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act. As a BDC we must meet various regulatory tests, which include investing at least 70% of our total assets in private or thinly traded public U.S.-based companies and limitations on our ability to incur indebtedness unless immediately after such borrowing we have an asset coverage for total borrowings (excluding SBIC debt) of at least 200% (i.e., the amount of debt generally may not exceed 50% of the value of our assets).
In addition, we have elected to be treated for federal income tax purposes as a regulated investment company, or RIC, under Subchapter M of the Internal Revenue Code. In order to continue to qualify as a RIC for federal income tax purposes and obtain favorable RIC tax treatment, we must meet certain requirements, including certain minimum distribution requirements. If we satisfy these requirements, we generally will not have to pay corporate-level taxes on any income we distribute to our stockholders as distributions, allowing us to substantially reduce or eliminate our corporate-level tax liability. From time to time, our wholly owned subsidiaries may execute transactions that trigger corporate-level tax liabilities. In such cases, we recognize a tax provision in the period when it becomes more likely than not that the taxable event will occur.
Corporate Structure
We make a portion of our investments in qualifying small businesses through Solutions Capital I, L.P., or Solutions Capital, our wholly owned subsidiary licensed by the United States Small Business Administration, or the SBA, to operate as a Small Business Investment Company, or SBIC, under the Small Business Investment Act of 1958, as amended, or the SBIC Act. As an SBIC, Solutions Capital is subject to a variety of regulations concerning, among other things, the size and nature of the companies in which it may invest and the structure of those investments.
We also make investments through other wholly owned subsidiaries, all of which are structured as Delaware corporations and limited liability companies, to hold the assets of one or more of our portfolio companies. Some of these subsidiaries in turn have wholly owned subsidiaries, all of which are Delaware corporations that hold the assets of certain of our portfolio companies.
Company Background
We were incorporated in Delaware in 1998. On March 18, 1998, we changed our name from MCG, Inc. to MCG Credit Corporation and, on June 14, 2001, to MCG Capital Corporation. Our principal executive offices are located at 1001 19th Street North, 10th Floor, Arlington, VA 22209 and our telephone number is (703) 247-7500.
In this Annual Report on Form 10-K, the terms “Company,” “MCG,” “we,” “us” and “our” refer to MCG Capital Corporation and its wholly owned subsidiaries (including its affiliated securitization trust) unless the context otherwise requires.
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and, accordingly, file reports, proxy statements and other information with the Securities Exchange Commission, or the SEC. Such reports, proxy statements and other information can be read and copied at the public reference facilities maintained by the SEC at the Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. Information regarding the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a web site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
Our Internet address is www.mcgcapital.com. We are not including the information contained on our website as a part of, or incorporating it by reference into, this Annual Report on Form 10-K. We make available free of charge on our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

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Our logo, trademarks and service marks are the property of MCG. Other trademarks or service marks appearing in this Annual Report on Form 10-K are the property of their respective holders.
Significant Developments in 2013
Originations and Advances — For the three and twelve month periods ended December 31, 2013, we made $37.1 million and $128.1 million, respectively, in originations and advances to new and existing portfolio companies.
Loan Monetizations — For the three and twelve month periods ended December 31, 2013, we received $37.0 million and $199.4 million, respectively, in loan payoffs and amortization payments.
Equity Monetizations and Realizations — For the three and twelve month periods ended December 31, 2013, we received $2.6 million and $10.7 million, respectively, in proceeds from the sale of equity investments, principally the sale of securities in each of Miles Media Group, LLC, NDSSI Holdings, LLC and Jenzabar, Inc.
Loans on Non-Accrual — As of December 31, 2013, loans on non-accrual were $21.4 million at cost (6.1% of the total loan portfolio), and $4.5 million at fair value (1.3% of the total loan portfolio). On December 15, 2013, Color Star Growers of Colorado, Inc., or Color Star, filed for voluntary relief under Chapter 11 of Title 11 of the United States Code. In the quarter ended December 31, 2013, we realized a $13.5 million loss on our subordinated loan to Color Star.
Operating Costs — For the twelve month period ended December 31, 2013, our total operating costs, excluding interest expense, were $11.5 million, or 2.2% of total assets of $514.0 million. During this same period, we incurred severance costs of $0.8 million, offset by the reversal of $0.3 million of amortization expense associated with the forfeiture of restricted stock that we included in total operating costs.
Reduced Leverage — For the twelve month period ended December 31, 2013, we reduced our outstanding borrowings under our MCG Commercial Loan Trust 2006-1, or 2006-1 Trust, by $72.9 million, reducing our borrowings under our 2006-1 Trust from $98.1 million to $25.2 million as of December 31, 2013. On January 21, 2014, we repaid and terminated our 2006-1 Trust.
Open-Market Purchases of Our Stock — For the three and twelve month periods ended December 31, 2013, we repurchased 512,100 and 1,016,739 shares of our common stock at weighted average purchase prices of $4.73 and $4.62, respectively. We acquired these shares from sellers in open market transactions. We retire these shares upon settlement, thereby reducing the number of shares issued and outstanding.
Second SBIC License — On November 8, 2013, we withdrew our application for a second license from the SBA to operate an additional subsidiary as an SBIC. We elected to withdraw our application for a second license until such time as the SBA has an opportunity to further evaluate organizational results in connection with our restructuring efforts and our position in relation to other specialty finance companies. The SBA indicated that we may petition the SBA for permission to re-file our application at a future date. The withdrawal of the license application for the second SBIC license does not impact Solutions Capital, its existing license or operations.
Outlook
In 2013, we successfully improved our operating efficiency by reducing operating costs, excluding interest expense, as a percentage of total assets from 3.6% in 2011 to 2.2%, which we believe places us in the top quartile of all BDCs. In 2014, we anticipate that our fixed-cost cash operating expenses, excluding interest and variable incentive compensation, to be approximately $10 million.  In addition, we anticipate incurring non-recurring general and administrative expenses of $1.0-2.0 million primarily related to Color Star litigation and recruitment expenses.  
During 2014, we plan to reorganize our Asset Management department to more effectively address the markets we serve and to better leverage the vertical market industry expertise we possess in healthcare, software, information services, for-profit education and consumer products, among others. We expect that the majority of our new business will continue to come from private equity sponsors operating in the lower middle-market with loan proceeds used in connection with M&A, business expansion and recapitalization transactions. We will also continue to provide unitranche, second lien and subordinated debt solutions and, to a small degree, equity co-investment.
We believe that current market conditions in our primary lending markets are consistent with the peak of a credit cycle. The current supply of debt capital exceeds the demand by issuers in our markets, resulting in lower pricing and weaker

2



contractual protections. A noteworthy development is that, in our view, many issuers in the lower middle-market can currently obtain financing on pricing and terms comparable to larger companies. As a result of these market conditions, we intend to redeploy our excess liquidity in a cautious and deliberate manner and we expect to generate, net operating income, or NOI of 25-30 cents per share for 2014. Based on our assumptions of normalized expenses and 100 basis points of yield compression, fully-deployed we expect to generate 11% yield on $470 million of total investments and to generate annual NOI of approximately 40-45 cents per share before leverage, or approximately 10-12 cents per share on a quarterly basis. Fully-deployed, we estimate that a 100 basis point change in yield on our portfolio has an approximately 7 cent per share impact on NOI.
During the two year period ending December 31, 2013, we monetized $622 million of our investment portfolio, $155 million more than our forecast resulting in lower overall earning assets and associated revenue and earnings for that period. We expect repayments of approximately $100-125 million in 2014; however, depending upon market conditions, it is possible that monetization levels could run meaningfully higher. Depending on the market, during 2014 and 2015, we expect to originate and advance approximately $100-150 million annually in new investments, which would result in full deployment of our balance sheet in the next six to eight quarters at the earliest.
On January 21, 2014, we repaid the remaining indebtedness associated with our 2006-1 Trust, thus eliminating all funded indebtedness associated with our BDC asset coverage test. Given our equity capital base of $334 million we believe that we have substantial leverage capacity available to support asset acquisition above our cash balances and provide associated incremental earnings power to the extent leverage is available.
On February 28, 2014, our board of directors approved an increase in our current stock repurchase program from $25 million to $35 million and we expect to repurchase stock at share price levels that we believe are accretive to our stockholders.
Also on February 28, 2014, our board of directors declared a 12.5 cent per share distribution to stockholders of record on March 14, 2014 and payable on March 28, 2014. We expect that our board of directors will declare distributions on a quarterly basis at a level approximating our quarterly NOI. Due to the continuing high velocity of our loan portfolio and challenging market conditions generally, subject to review and approval by our board of directors, we anticipate lowering our quarterly distributions to 7 cents per share at least for the remainder of 2014.
MCG’s Investment Portfolio
As of December 31, 2013, the majority of our investment portfolio is loans to lower middle-market companies that generate annual revenue of less than $50 million and earnings before interest, taxes, depreciation and amortization, or EBITDA, in the range of $3-$15 million. Generally, our portfolio companies use our capital investments to finance acquisitions, recapitalizations and buyouts, as well as for organic growth and working capital. We identify and source new portfolio companies through multiple channels, including private equity sponsors, investment bankers, brokers, fund-less sponsors, institutional syndication partners, owner operators, and other club lenders that facilitate peer-to-peer loans. We generally invest in some combination of senior debt, second-lien debt, secured and unsecured subordinated debt and equity.

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As of December 31, 2013, we had debt and equity investments in 34 portfolio companies with a combined fair value of $368.9 million. As shown in the following chart, over 90% of the fair value of our portfolio as of December 31, 2013 was invested in senior and subordinated debt, while the remainder was invested in preferred and common equity securities. Our diversified investment portfolio spans 15 industries. We have concentrations in excess of 10% of the fair value of our total portfolio in the following four industries: Healthcare (23.0%), Business Services (17.4%), Education (15.7%) and Manufacturing (14.0%). Approximately 98% of our portfolio at fair value is concentrated in ten industries. Since we target investments in industries in which we have expertise and, given the size of our investment base, we anticipate that our portfolio will remain concentrated in fewer than ten industries. See Portfolio Composition and Investment Activity in our Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional detail about our investment portfolio, including a detailed listing of the industries represented in our investment portfolio.
Most of the loans in our portfolio were originated directly with our portfolio companies; however, we have also participated in loan syndications or other transactions, which are often referred to as "passive participations" which make up less than 5% of our portfolio at value as of December 31, 2013.
Our debt instruments bear contractual interest rates ranging from 2.5% to 15.5%, a portion of which may be deferred. As of December 31, 2013, approximately 73.3% of the fair value of our loan portfolio had variable interest rates, based on either the London Interbank Offer Rate, or LIBOR, or the prime rate, and 26.7% of the fair value of our loan portfolio had fixed interest rates. As of December 31, 2013, approximately 60.2% of the fair value of our loan portfolio had LIBOR floors between 1.0% and 3.0% on a LIBOR-based index or prime floors between 2.50% and 6.0%. At origination, our loans generally have four- to six-year stated maturities. Borrowers typically pay an origination fee based on a percent of the total commitment and a fee on undrawn commitments.
From time to time, we make equity investments in companies in which we have also made debt investments. Our equity investments include preferred stock, common stock and warrants and, in many cases, board observation rights. We may invest across the capital structure of our portfolio companies using a combination of debt and equity investments to meet our portfolio companies’ needs and achieve favorable risk-adjusted returns.

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The following table summarizes the fair value and revenue contributions of our ten largest investments. As of December 31, 2013, these ten investments comprised 54.3% of the fair value of our portfolio and contributed 42.1% of our total revenues during 2013. We originated approximately 12% of the fair value of our top ten largest portfolio investments in the fourth quarter of 2013.
(dollars in thousands)
 
As of December 31, 2013
Year ended December 31, 2013
Company
Industry
Fair Value
% of
Portfolio
Revenues
% of Total
Revenues
RadioPharmacy Investors, LLC
Healthcare
$
31,656

8.6
%
$
4,474

8.9
%
G&L Investment Holdings, LLC(1)
Insurance
23,619

6.4

3,129

6.2

Cruz Bay Publishing, Inc.
Publishing
21,483

5.8

2,624

5.2

C7 Data Centers, Inc.
Business Services
20,574

5.6

1,466

2.9

Education Management, Inc.
Education
19,791

5.4

2,562

5.1

TCFI CP LLC
Manufacturing
19,667

5.3

372

0.7

Miles Media Group, LLC
Business Services
18,913

5.1

2,380

4.7

IDOC, LLC
Healthcare
16,427

4.4

1,510

3.0

SC Academy Holdings, Inc.
Education
14,577

4.0

1,982

3.9

Ted's Café Escondido Holdings, Inc.
Restaurants
13,691

3.7

761

1.5

Total—ten largest investments
 
200,398

54.3
%
21,260

42.1
%
Other portfolio companies
 
168,475

45.7
%
29,225

57.9
%
Total investment portfolio
 
$
368,873

100.0
%
$
50,485

100.0
%
___________________________________________
(1)
In February 2014, we exited our investment in G&L Investment Holdings, LLC
As of December 31, 2013, our control companies comprised 11.9% of the fair value of our portfolio and contributed 10.3% of our total revenues during 2013.
Competition
We compete with many types of investors for the portfolio companies in which we invest, including public and private funds (including other BDCs and SBICs), commercial and investment banks, commercial financing companies and, to the extent they provide an alternative form of financing, private equity funds or hedge funds. Some of our existing and potential competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. Some may also have higher risk tolerances or different risk assessments, allowing them to consider a wider variety of investments and establish more relationships than we can.
The competitive pressures we face require our management team to develop and maintain strong relationships with intermediaries, private equity funds, financial institutions, investment bankers, commercial bankers, financial advisors, attorneys, accountants, consultants and other individuals within our network in order to keep apprised of potential investment opportunities.
Winning attractive investment opportunities requires that we offer terms and conditions on a par with or better than our peers. While we do not seek to compete primarily based on the interest rates we offer, we may lose investment opportunities if we do not match our competitors' pricing, terms and structure. We may be precluded from taking advantage of attractive investment opportunities from time to time as a result of an inability to meet market terms.
Life Cycle of Debt and Equity Originations
The key aspects of our portfolio origination, servicing and monitoring process are set forth below. Generally, we intend to keep the amount of our investment in any one company at or below $15 million, which we may accomplish by selling a portion of our initial investment to another investor post-close. We generally make loans with four- to six-year stated maturities. We believe the market-average hold period of a loan is approximately three years, although that figure has recently declined. Our equity investments generally do not have maturity dates.
INVESTMENT OBJECTIVE AND STRATEGIES
Our investment objective is to achieve attractive returns by generating current income and capital gains on our investments. We seek to increase our earnings and NAV by investing primarily in debt securities of lower middle-market companies. On a more limited basis, we make equity investments, which we anticipate limiting to approximately

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10% of the fair value of our investments. We intend to earn interest, dividends and fees on our investments and we may report unrealized appreciation and depreciation as the fair value of our investments periodically increases or decreases. We realize capital gains or losses when the investment is eventually monetized.
The cost basis of our investments include unamortized original issue discount, premiums and fees, as well as paid-in-kind interest and dividends that are generally due at maturity or upon our exit from the investment.
When we originate debt and equity investments, we strive to achieve favorable risk-adjusted rates of return in the form of current income and capital gains, while maintaining credit and investment quality in our portfolio. Before making investments, we apply well established credit processes to assess investment risk and we structure and price our investments accordingly. We have developed proprietary analytics, data and knowledge to support our business activities. We designed our investment process to achieve the following strategic objectives:
generate favorable risk-adjusted rates of return by delivering capital and strategic insight to increase our portfolio companies’ enterprise value;
maintain sound credit and investment discipline and pricing practices, regardless of market conditions, to avoid adverse investment selection; and
manage risk by utilizing an integrated team approach to business development, underwriting and investment servicing.
We maintain a flexible approach to funding that permits us to adjust price, maturity and other transaction terms to accommodate the needs of our portfolio companies.
ORGANIZATION OF MCG’S INVESTMENT PROFESSIONALS
Our organization includes experienced professionals with the ability to originate, underwrite, finance, syndicate, monitor and exit investments that generate attractive returns. The following bullets describe the key functional teams that are responsible for our investment processes:
Asset ManagementOur Asset Management department is responsible for identifying and performing a financial and risk analysis of potential investment opportunities. This department also underwrites and manages our investment portfolio, and leads any work-out or restructuring that may occur from time to time. After an investment is approved and funded, individual deal teams, comprised generally of a Managing Director or Vice President, an analyst and an in-house attorney, have continuing ongoing responsibility for monitoring the performance of our investments.
Credit Committee—Prospective investments are presented to MCG's credit committee for review and approval prior to issuing a term sheet. Final approval by the credit committee generally occurs after the deal team has substantially completed the underwriting process. The credit committee includes our Chief Executive Officer, Chief Financial Officer, Head of Asset Management and General Counsel. Our board of directors has delegated authority to the credit committee to (i) originate, underwrite and fund any non-control, non-distressed investment of $15 million or less provided that the equity component does not exceed $3 million, (ii) originate any distressed investment of $5 million or less and (iii) increase any existing investment previously approved by the Company's investment and valuation committee up to a certain over-line or established amount. As a matter of practice, our board of directors is invited to participate at every credit committee meeting and in the review and approval of all investments, irrespective of investment size.
Investment and Valuation Committee of the Board of DirectorsThe investment and valuation committee reviews and approves all investments over $15 million and has the discretion to review and approve other investments. Subsequent to the review and funding of an investment, the investment and valuation committee makes recommendations that are used by our board of directors for its quarterly determination of the fair value of our investment portfolio.
The following sections provide additional information on how we conduct the investment process. In addition to the teams described above, we also have a group of professionals that provide accounting, finance, human resources, investor relations, legal, and other services that support our investment professionals and other corporate, compliance and governance functions.

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BUSINESS DEVELOPMENT
MCG and its predecessors have been active investors in lower middle-market companies since 1990. We believe our experience in lower middle-market investing is a meaningful competitive advantage that we use to operate our business. Our senior investment professionals and members of our credit committee have, on-average, each made over $500 million of investments throughout their careers, principally in lower middle-market companies and in industries that we target, such as healthcare, business services, education, technology, software, information services and consumer directed businesses.
Our deal teams identify and source new investments through multiple channels, including private equity sponsors, investment bankers, brokers, fund-less sponsors, institutional syndication partners, other club lenders and owner-operators. The deal teams also market to prospective portfolio companies identified through past relationships with executives, information gathered through proprietary and public research and relationships with investment bankers, accountants, lawyers and other professionals.
Once we identify a prospective portfolio company, we review its financial reports, business plan, corporate activities and other relevant information gathered from third-party databases, industry reports and publications. We focus on a company’s fundamental performance against industry conditions and operational benchmarks, and evaluate acceptable risks and returns. We work with our current and prospective portfolio companies to understand their business, as well as the costs and benefits of their corporate development initiatives, opportunities and competition. Our detailed analysis allows us to support our portfolio companies’ corporate development decisions, even in some cases where short-term financial ratios or other metrics may decline temporarily.
RISK ANALYSIS
After identifying a prospective investment, we review the company’s operating history, executive leadership team, opportunities and the market for the company's products and services during the life of our investment, as well as the potential risks and threats to the business or the markets in which it competes. As early as possible in the process, we generally conduct on-site meetings with key executives to learn more about the investment directly from the company's leadership team and tour the company's key facilities or operating locations.
To assess the validity and stability of the company's historical and projected financial performance we often, either ourselves or through a third-party firm, perform a review of quality of earnings. For select transactions, we may engage or rely on the research of industry specific due diligence firms that provide market research or insights that we judge as prudent or helpful in in the underwriting process.
Based on our experience, we also look at the company's capitalization, proposed sources and uses of proceeds, structural considerations of various securities in the capital structure, leverage, expected cash generation, affirmative and negative covenants, methods for repayment or exit from the investment and other important considerations specific to the investment.
In particular, we analyze certain key risks in light of our underwriting criteria, including financial characteristics and portfolio-specific risk that might arise from the new investment, including, but not limited to, the following:
Industry Risks—maturity, cyclicality and seasonality associated with the industries in which we invest, as well as the proportion of our portfolio that is invested in specific industries and individual portfolio companies;
Competitive Risksstrengths and weaknesses of the prospective portfolio company relative to their competitors’ pricing, product quality, customer loyalty, substitution and switching costs, brand positioning and capitalization. We also assess the defensibility of a prospect’s market position and its opportunity for increasing market share;
Management Riskstrack records, industry experience, turnover in leadership, concentration of knowledge, the prospective portfolio company’s business plan and management incentives;
Regulatory Risks—industry specific regulation and regulation reform (e.g., healthcare reform, increased regulatory oversight, government reimbursement of for-profit schools, etc.), and economic or macro issues that may affect an investment (e.g., cost of utilities or access to power at historical rates in certain regions, access to nuclear materials for medical imaging, etc.), as well as regulations that may change the incentives of partners or investors in the investment (e.g., tax reform that may impact private equity funds or hedge funds, regulations of commercial banks, and potential reforms of BDCs or SBIC regulations);
Customer Concentration and Market Riskssustainability, stability and opportunities for the growth of the prospective portfolio company's customer base, including the number and size of its customers, attrition rates and dependence on one or a limited number of customers; and

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Technology Risksimpact of technological advances in the industries and portfolio companies in which we may invest.
In addition, we evaluate industry-specific comparisons, such as cash flow margins, product and cash flow diversification, revenue growth rates, cost structure and other operating benchmarks that are derived from historical and projected financial statements. Qualitative attributes we evaluate may include management skill and depth, industry risk, substitution risk, sensitivity to economic cycles, cyclicality, geographic diversification, facilities infrastructure, administration requirements and product quality and ranking.
We have developed a series of valuation techniques to assist us in determining the risk of a potential investment and quantifying its underlying value. Analyses of comparative public and private market transactions and other data form the basis of our enterprise valuations, along with current and projected market conditions. We also look to comparable public companies to benchmark the value of the proposed investment using public market data. Using these methods provides multiple views of the value of the enterprise allowing us to calculate certain metrics used in both risk assessment and product pricing, such as loan-to-value ratios for our debt investments.
UNDERWRITING AND RISK MANAGEMENT
We initiate our underwriting process in tandem with the business development process, focusing on investment risk analysis. We perform standard due diligence on a prospective portfolio company’s financial performance, as well as customized analyses of its operations, systems, accounting policies, human resources and competitive, legal and regulatory environments.
In addition to gaining an in-depth understanding of a prospective portfolio company, our research and due diligence process evaluates industry-wide operational, strategic and valuation issues. We also examine emerging trends and competitive threats to the portfolio company, as well as the industry in which it operates. Portfolio companies may later draw on our valuable knowledge and insight obtained through our research to refine their strategic plans, identify acquisition opportunities and set appropriate financial and operational goals.
When presenting a prospective investment to our credit committee for approval, the deal team delivers a detailed investment memorandum. Should the dollar amount of the proposed investment exceed certain pre-defined thresholds, or include a significant investment in equity, the investment memorandum is also submitted to the investment and valuation committee of our board of directors for review and approval. The investment memorandum generally consists of the following:
a transaction overview, including a description of the business and the investment opportunity;
transaction rationale, underwriting considerations and an assessment of risks and mitigants;
historical financial analyses, projections and scenario modeling;
a service or product overview, customer and industry analyses, operational and regulatory analyses;
an assessment of the company's enterprise valuation relative to comparable public and private companies;
a description of the capital structure and the investment risk and return characteristics; and
a review of insights or reports obtained from third-party experts or due diligence firms.
INVESTMENT STRUCTURE
We evaluate our portfolio companies’ needs to develop investment structures that meet their capital requirements and business plans while protecting our own capital, with an expectation toward generating risk-adjusted returns through current income on our loans and capital gains on our equity investments. We structure our debt investments to mitigate risk by requiring appropriate financial and collateral coverage thresholds. To create the most effective and responsive deal structures, we consider payment priority, collateral or asset value, and financial support from guarantors and other credit enhancements. Since our investments typically include cash-flow loans, rather than asset-backed loans, we factor the enterprise value of the prospective portfolio company’s assets into our credit decisions. For loans classified as senior secured, second-lien and subordinated secured, we receive a security interest in all or a portion of the portfolio companies’ tangible and intangible assets, entitling us to a preferred position relative to both unsecured creditors and more junior lenders on the proceeds of those assets in the event of liquidation. In addition, our loan documents generally include affirmative covenants that require our portfolio companies to provide periodic financial information, notification of material events and compliance with laws, as well as restrictive covenants that prevent the portfolio company from taking a range of significant actions, such as incurring additional indebtedness or making acquisitions. Financial covenants require the portfolio companies to maintain or achieve specified financial ratios, such as cash flow leverage, interest charge coverage, total charge coverage, and, in certain cases, meet specific operational benchmarks.

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Our business strategy dictates that we generally invest in some combination of the following securities:
Senior Secured Debt—We provide cash flow based senior secured debt in the form of revolving credit facilities as well as amortizing term loans, bullet maturity term loans and uni-tranche loans that blend characteristics of both senior and subordinated financing. Senior secured debt ranks senior in priority of payment to other debt and equity, and benefits from a first priority security interest in the assets of the borrower that serve as collateral for the loan(s). As such, virtually all other creditors rank junior to senior secured debt in the event of insolvency. Some of our borrowers grant a first lien on working capital collateral (i.e., receivables) to asset-based lenders that is outside of our collateral pool. Assuming we have a first lien on all other collateral, in such cases we would still classify our security as senior secured. Due to its lower risk profile and often more restrictive covenants as compared to other debt, senior secured debt generally earns a lower return.
Second-Lien Debt—We, on occasion, provide second-lien term loans on a sole-source or participant basis where assets or enterprise-value based borrowing capacity is not readily available within typical senior debt leverage constraints. Second-lien debt ranks senior in priority of payment to subordinated debt, unsecured debt, select junior securities, and equity. While second lien debt benefits from a collateral interest in the assets of the borrower, its liens are subordinated to those of senior secured debt in a liquidation. As such, senior secured creditors rank ahead of second lien creditors in the event of insolvency with respect to pursuing remedies against the collateral of a portfolio company, and receiving the proceeds thereof. Due to its higher risk profile and often less restrictive covenants as compared to senior debt, second-lien debt generally earns a higher return than senior debt. We classify second-lien term loans as "Subordinated Secured" debt in our consolidated financial statements.
Secured and Unsecured Subordinated Debt—We invest in secured and unsecured subordinated debt, which may be structured with a combination of current interest, deferred interest and equity-linked components. Payment of all subordinated debt, whether secured or unsecured, ranks behind payment of senior secured and second-lien debt. While the security interest of subordinated secured debt ranks behind that of the senior secured and second-lien debt, subordinated unsecured debt enjoys no security interest in the borrower's assets. In the event of insolvency, senior secured and second-lien creditors will be paid in full before the subordinated secured and subordinated unsecured creditors. Due to its higher risk profile and often less restrictive covenants as compared to other types of loans, subordinated debt generally earns a higher return than other debt.
Equity—We may from time-to-time invest in minority equity positions with private equity partners or on our own. In addition, we may receive warrants to purchase preferred or common stock of a portfolio company that are related to our debt investments in such portfolio company. Preferred stock ranks senior to common stock, and often carries the right to receive a preferential return upon the sale of the company.
To protect our investments and maximize our returns, we negotiate carefully the structure of each debt and equity security in our investment portfolio, and may require board observation rights as part of our initial investment to keep abreast of company matters. Our loan and equity documentation generally includes terms governing interest rate, amortization, prepayment premiums, financial covenants, operating covenants, ownership and corporate governance parameters, dilution parameters, liquidation preferences, voting rights, and put or call rights. In some cases, our loan agreements also allow for interest rate increases and decreases to the extent the portfolio company's financial or operational performance varies materially from the portfolio company's business plan.
In addition to capital, we also offer managerial assistance to our portfolio companies. Typically, this assistance involves strategic advice, evaluation of business plans, financial modeling assistance and industry research and expertise. Providing assistance to our portfolio companies enables us to maximize our value proposition for our portfolio companies, which, in turn, helps maximize our investment returns.
INVESTMENT APPROVAL PROCESS
Our investment approval process begins with an initial screening of a business plan or financing solicitation by either a Managing Director or a Vice President, referred to as a deal sponsor, to assess eligibility, sector, risk profile, investment fit and expected returns. There is a weekly meeting at which all prospective investments are discussed. The Asset Management department prepares a pipeline report consisting of an internal summary of the opportunity, company materials and an investment structuring worksheet for review by the credit committee. Simultaneously, a non-binding indication of interest may also be executed in support of a private equity firm issuing a bid for the transaction. Deals are judged by, among other things, a prospect's revenue run rate, continuity of solid cash flow, percentage of recurring revenue, gross profit margin, bad debt as a percentage of revenue, customer renewal rate, the prospect's marketing niche, level of competition, customer base quality and concentration and strength of the management team.

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The credit committee determines whether the investment should be pursued, giving consideration to the risk return profile, industry concentrations and general economic outlook for the sector in which the business operates. In these meetings the credit committee also offers the deal sponsor insight into key issues that must be resolved before a potential investment is funded. If the credit committee agrees to move forward with an investment, the terms are documented initially by a signed term sheet or letter of intent, as applicable, consistent with the pipeline report and committee clearance, and the deal proceeds to the documentation stage. The term sheet establishes the terms and conditions under which we propose to enter into a credit or investment relationship.
Generally, our underwriting process begins after the Asset Management team receives a signed term sheet or letter of intent. The assigned deal team is responsible for oversight and completion of comprehensive due diligence, and is expected to investigate and report on all critical aspects of the proposed investment. Our due diligence often includes review of financial statements, discussion with key members of management, review of material contracts, background checks, reviews of customer and vendor relationships, confirmation of historical results and assumptions underlying forecasted results. When necessary or advisable based on industry or the history of the prospect itself, third party diligence is conducted. The underwriting process includes legal and business due diligence and typically an on-site visit with the prospect company, including its management team and any other key employees.
Once the underwriting process is complete, the deal sponsor presents a credit approval memorandum, including detailed findings of the foregoing underwriting process, to the credit committee and, if required, the investment and valuation committee. If approved, the deal proceeds to final documentation and closure. All of our investments are approved by our credit committee. In addition, investments of over $15 million must also be approved by the investment and valuation committee of our board of directors.
INVESTMENT FUNDING
We fund our investments using cash from our balance sheet and some of the loans in turn are used as collateral in our secured debt facility. In 2013, our secured debt facilities included certain restrictions on the types of investments that could be used as collateral. See the Liquidity and Capital Resources-Borrowings section of our Management's Discussion and Analysis of Financial Condition and Results of Operations for additional information. As a BDC, we are also subject to certain restrictions on incurring debt. For example, we are not permitted to incur indebtedness unless immediately after such borrowing we meet a coverage ratio of total assets to total senior securities (which include all of our borrowings, excluding those made by our SBIC, and any preferred stock we have then issued) of at least 200%.
INVESTMENT MONITORING AND RESTRUCTURING
We monitor the status and financial performance of each company in our portfolio in order to evaluate overall portfolio quality and to facilitate quarterly valuations, which are approved by our board of directors. We are proactive in advising and communicating with companies that are underperforming and, in many instances, have added stricter covenant protection and rights over time. During the process of monitoring a loan in default, if required or necessary to protect our security interest, we will send a notice of non-compliance outlining the specific defaults that have occurred and preserving our contractual rights and remedies, followed by a review of the collateral, if any.
When our attempts to collect past due principal and/or interest on a loan are unsuccessful, we analyze the appropriate course of action. In some cases, we may consider restructuring the investment to better reflect the current financial performance of the portfolio company. We may need to extend liquidity to companies from time to time as part of a restructuring. Such a restructuring may, among other things, involve deferring principal and interest payments, adjusting interest rates or warrant positions, imposing additional fees, amending financial or operating covenants or converting debt to equity. In connection with a restructuring, we generally receive compensation from the portfolio company. When a restructuring is not an appropriate course of additional action, we generally pursue remedies available to us to minimize potential losses, including initiating foreclosure, liquidation proceedings or selling the loan.
When one of our loans becomes more than 90 days past due, or if we otherwise do not expect the portfolio company to be able to service its debt and other obligations, we will, as a general matter, place all or a portion of the loan on non-accrual status and cease recognizing interest income on that loan until all principal and interest has been brought current through payment or restructuring such that the interest income is deemed to be collectible. However, we may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection. If the fair value of a loan is below cost, we may cease recognizing paid-in-kind interest and/or the accretion of a discount on the debt investment until such time that the fair value equals or exceeds cost.

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INVESTMENT POLICIES
Our investment policies provide that we will not:
act as an underwriter of securities of other issuers, except to the extent that we may be deemed an “underwriter” of securities (i) purchased by us that must be registered under the Securities Act of 1933, as amended, before they may be offered or sold to the public, or (ii) in connection with offerings of securities by our portfolio companies;
sell securities short in an uncovered position;
write or buy uncovered put or call options, except to the extent of options, warrants or conversion privileges in connection with our loans or other investments, and rights to require the issuers of such investments or their affiliates to repurchase them under certain circumstances;
engage in the purchase or sale of commodities or commodity contracts, including futures contracts, except for the purpose of hedging in the ordinary course of business or where necessary in working out distressed loan or investment situations; or
acquire more than 3% of the voting stock of, or invest more than 5% of our total assets in any securities issued by, any other investment company, except if we acquire them as part of a merger, consolidation or acquisition of assets or if they result from a sale of a portfolio company, or otherwise as permitted under the 1940 Act.
All of the above policies and the investment and lending guidelines set by our board of directors or any committees, including our investment objective to achieve current income and capital gains, are not “fundamental” as defined under the 1940 Act. Therefore, our board may change them without notice to, or approval by, our stockholders. However, any change may require the consent of our lenders.
Other than the restrictions pertaining to the issuance of senior securities under the 1940 Act, the percentage restrictions on investments generally apply on the effective date of the transaction. A subsequent change in a percentage resulting from market fluctuations or any cause other than an action by us will not require us to dispose of portfolio securities or to take other action to satisfy the percentage restriction.
We intend to conduct our business so as to retain our status as a BDC. As such, we may not acquire any assets, other than non-investment assets necessary and appropriate to our operations as a BDC, if after giving effect to such acquisition the value of our “qualifying assets” is less than 70% of the value of our total assets.
Investment Adviser
We have no investment adviser and are internally managed by our executive officers under the supervision of the board of directors. Our investment decisions are made by our officers, directors and senior investment professionals who serve on our credit and investment and valuation committees. None of our executive officers or other employees has the unilateral authority to approve any investment.
Regulation
INVESTMENT COMPANY ACT OF 1940
As a BDC, we are regulated under the 1940 Act. The BDC structure provides stockholders the ability to retain the liquidity of a publicly traded stock, while sharing in the possible benefits, if any, of investing in primarily privately owned companies.
In part, the 1940 Act requires us to be organized in the United States for the purpose of investing in, or lending to, primarily private companies and making managerial assistance available to them. As a BDC we may use capital provided by public stockholders and from other sources to invest in long-term, private investments in businesses.
We may not, however, change the nature of our business so as to cease to be, or withdraw our election as, a BDC unless authorized by vote of a majority of our outstanding voting securities. The 1940 Act defines a majority of the outstanding voting securities as the lesser of:
i.
67% or more of such company’s shares present at a meeting if more than 50% of the outstanding shares of such company are present or represented by proxy; or
ii.
more than 50% of the outstanding shares of such company.
We currently do not anticipate any substantial change in the nature of our business.

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Qualifying Assets
A BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) below. Thus, under the 1940 Act, we may not acquire any asset other than those of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. The principal categories of qualifying assets relevant to our business are the following:
1.
Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions):
a.
is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer that:
i.
is organized under the laws of, and has its principal place of business in, the United States;
ii.
is not an investment company (other than a small business investment company wholly owned by us) or a company that would be an investment company but for certain exclusions under the 1940 Act; and
iii.
does not have any class of securities listed on a national securities exchange;
b.
is a company that meets the requirements of (a)(i) and (ii) above, but is not an eligible portfolio company because it has issued a class of securities on a national securities exchange, if:
i.
at the time of the purchase, we own at least 50% of the (x) greatest number of equity securities of such issuer and securities convertible into or exchangeable for such securities; and (y) the greatest amount of debt securities of such issuer, held by us at any point in time during the period when such issuer was an eligible portfolio company; and
ii.
we are one of the 20 largest holders of record of such issuer’s outstanding voting securities; or
c.
is a company that meets the requirements of (a)(i) and (ii) above, but is not an eligible portfolio company because it has issued a class of securities on a national securities exchange, if the aggregate market value of such company’s outstanding voting and non-voting common equity is less than $250.0 million.
2.
Securities of any eligible portfolio company that we control.
3.
Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.
4.
Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity of the eligible portfolio company.
5.
Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities.
6.
Cash, cash items, U.S. Government securities or high-quality debt securities maturing in one year or less from the time of investment.
Control, as defined by the 1940 Act, is presumed to exist where a BDC beneficially owns more than 25% of the outstanding voting securities of the portfolio company. For the foreseeable future, we do not expect to add new control positions to our portfolio.
Significant Managerial Assistance
In order to count portfolio securities as qualifying assets for the purpose of the 70% test discussed above, we must either control the issuer of the securities or offer to make available significant managerial assistance; except that, where we act together to purchase such securities in conjunction with one or more other persons, one of the other persons in the group may make available such managerial assistance. Making available significant managerial assistance means, among other things, to offer to provide and, if accepted, provide significant guidance and counsel

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concerning the management, operations or business objectives and policies of a portfolio company through monitoring of its operations, selective participation in board and management meetings, consulting with and advising its officers and directors or other organizational or financial guidance.
Warrants and Options
Under the 1940 Act, we are subject to restrictions on the amount of warrants, options, restricted stock or rights to purchase shares of capital stock that we may have outstanding at any time. In particular, the amount of capital stock that would result from the conversion or exercise of all outstanding warrants, options or rights to purchase capital stock cannot exceed 25% of our total outstanding shares of capital stock. This amount is reduced to 20% of our total outstanding shares of capital stock if the amount of warrants, options or rights issued pursuant to an executive compensation plan would exceed 15% of our total outstanding shares of capital stock. We have received exemptive relief from the SEC permitting us to issue restricted stock to our employees and directors subject to the above conditions, among others.
Indebtedness and Senior Securities
We will be permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 200% immediately after each such issuance. In addition, we may not be permitted to declare any cash dividend or other distribution on our outstanding common shares, or purchase any such shares, unless, at the time of such declaration or purchase, we have asset coverage of at least 200% after deducting the amount of such dividend, distribution, or purchase price. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes.
Capital Structure
As a BDC, we generally cannot issue and sell our common stock at a price below the current NAV per share. We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the current NAV of our common stock in a rights offering to our stockholders if: 1) our board of directors determines that such sale is in the best interests of the Company and our stockholders; 2) our stockholders approve the sale of our common stock at a price that is less than the current NAV; and 3) the price at which our common stock is to be issued and sold is not less than a price that, in the determination of our board of directors, closely approximates the market value of such securities (less any sales load).
We may also be prohibited under the 1940 Act from participating in certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, prior approval by the SEC.
We do not intend to acquire securities issued by any investment company that exceed the limits imposed by the 1940 Act. Under these limits, we generally cannot acquire more than 3% of the voting stock of any registered investment company (as defined in the 1940 Act), invest more than 5% of the value of our total assets in the securities of one such investment company or invest more than 10% of the value of our total assets in the securities of such investment companies in the aggregate.
1940 Act Code of Ethics
We have adopted and will maintain a code of ethics that establishes procedures for personal investments and restricts certain personal securities transactions by our officers and directors. Personnel subject to the code may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code’s requirements. Our Amended and Restated Code of Ethics, or 1940 Act Code of Ethics, will generally not permit investments by our employees in securities that may be purchased or held by us. We may be prohibited under the 1940 Act from conducting certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, the prior approval of the SEC.
A copy of our 1940 Act Code of Ethics is available on our website at www.mcgcapital.com. We are not including the information contained on our website as a part of, or incorporating it by reference into, this Form 10-K. In addition, you may read and copy the 1940 Act Code of Ethics at the SEC’s Public Reference Room in Washington, D.C. You may obtain information on the operation of the Public Reference Room by calling the SEC at (202) 551-8090. In addition, the 1940 Act Code of Ethics attached as an exhibit to our registration statement and is available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov. You may also obtain copies of the 1940 Act Code

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of Ethics, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549.
PRIVACY PRINCIPLES
We are committed to maintaining the privacy of our stockholders and safeguarding their non-public personal information. The following information is provided to help you understand what personal information we collect, how we protect that information and why, in certain cases, we may share information with select other parties.
Generally, we do not receive any non-public personal information relating to our stockholders, although certain non-public personal information of our stockholders may become available to us. We do not disclose any non-public personal information about our stockholders or former stockholders, except as permitted by law or as is necessary in order to service stockholder accounts (for example, to a transfer agent).
We restrict access to non-public personal information about our stockholders to our employees with a legitimate business need for the information. We maintain physical, electronic and procedural safeguards designed to protect the security of the non-public personal information of our stockholders.
PROXY VOTING POLICIES AND PROCEDURES
We vote proxies relating to our portfolio securities in the best interest of our stockholders. We review on a case-by-case basis each proposal submitted to a stockholder vote to determine its impact on the portfolio securities held by us. Although we generally vote against proposals that may have a negative impact on our portfolio securities, we may vote for such a proposal if there are compelling long-term reasons to do so.
Our proxy voting decisions are discussed with the committee that is responsible for monitoring each of our investments. To ensure that our vote is not the product of a conflict of interest, we require that: (i) anyone involved in the decision-making process disclose to our General Counsel and Chief Compliance Officer any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (ii) employees involved in the decision-making process or vote administration are prohibited from revealing how we intend to vote on a proposal in order to reduce any attempted influence from interested parties.
EXEMPTIVE AND OTHER RELIEF
We have received an exemptive order from the SEC to permit us to issue restricted shares of our common stock as part of the compensation packages for certain of our employees and directors. We believe that the particular characteristics of our business, the dependence we have on key personnel to conduct our business effectively and the highly competitive environment in which we operate require the use of equity-based compensation for our personnel in the form of restricted stock. The issuance of restricted shares of our common stock requires the approval of our stockholders. In June 2006, our stockholders approved our Amended and Restated 2006 Employee Restricted Stock Plan, or the 2006 Plan, and our Amended and Restated 2006 Non-Employee Director Restricted Stock Plan.
Awards under the 2006 Plan must comply with all aspects of the SEC's order, including the following:
no one person may be granted awards totaling more than 25% of the shares available;
in any fiscal year, no person may be granted awards in excess of 500,000 shares of our common stock; and
the total number of shares that may be outstanding as restricted shares under all of our compensation plans may not exceed 10% of the total number of our shares of common stock authorized and outstanding at any time.
In October 2008, we received exemptive relief from the SEC, which effectively allows us to exclude debt issued by Solutions Capital from the calculation of our consolidated BDC asset coverage ratio.
We requested the assurance of the staff of the Division of Investment Management that it would not recommend enforcement action to the SEC under the 1940 Act or Rule 17d-1 thereunder if we engaged in a stock repurchase program and did not rescind awards of restricted stock previously awarded in compliance with the terms and conditions of the exemptive order of the SEC so long as we agreed not to issue additional restricted stock under any compensation plan unless such issuance, together with all restricted stock outstanding under all compensation plans, does not exceed 10% of our outstanding common stock at the time of such issuance less the total number of shares previously issued, in the aggregate, pursuant to all compensatory plans. On September 27, 2013, the no-action letter was issued by the SEC.

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OTHER
We will be examined periodically by the SEC for compliance with the Exchange Act and the 1940 Act.
As with other companies regulated by the 1940 Act, we must adhere to certain substantive regulatory requirements. A majority of our directors must be persons who are not interested persons, as that term is defined in the 1940 Act. We must provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement. Furthermore, as a BDC, we cannot protect any director or officer against any liability to our stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.
We are required to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws, and to review these policies and procedures annually for their adequacy and the effectiveness of their implementation. Mr. Tod K. Reichert, our General Counsel and Chief Compliance Officer, is responsible for administering these policies and procedures.
Recently, legislation was introduced in the U.S. House of Representatives, which may revise certain regulations applicable to BDCs. The legislation provides for (i) increasing the amount of funds BDCs borrow by reducing asset to debt limitations from 2:1 to 3:2, (ii) permitting BDCs to file registration statements with the SEC that incorporate information by reference, (iii) utilizing other streamlined registration processes afforded to operating companies, and (iv) allowing BDCs to own investment adviser subsidiaries. There are no assurances as to when the legislation will be enacted by Congress, if at all,or, if enacted, what final form the legislation would take.
COMPLIANCE WITH THE SARBANES-OXLEY ACT OF 2002 AND THE NASDAQ GLOBAL SELECT MARKET CORPORATE GOVERNANCE REGULATIONS
The Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley Act, imposes a wide variety of regulatory requirements on publicly held companies and their insiders. The Sarbanes-Oxley Act requires us to review our policies and procedures to determine whether we comply with it and the regulations promulgated thereunder.
The NASDAQ Global Select Market has also adopted various corporate governance requirements as part of its listing standards. We believe we are in compliance with such corporate governance listing standards.
SMALL BUSINESS ADMINISTRATION REGULATIONS
In December 2004, we formed Solutions Capital and Solutions Capital G.P., LLC. In September 2007, Solutions Capital received final approval to be licensed as an SBIC. Solutions Capital has borrowed funds from the SBA against eligible investments and additional deposits of regulatory capital. As of January 2012, we had borrowed $150.0 million of SBA-guaranteed debentures under the SBIC program, which is the maximum amount of outstanding leverage available to single-license SBIC. SBA-guaranteed debentures are non-recourse, interest-only debentures with interest payable semi-annually and a ten-year maturity. The principal amount of SBA-guaranteed debentures is not required to be paid prior to maturity, but may be prepaid at any time without penalty.
SBICs are designed to stimulate the flow of private capital to eligible small businesses. Under SBA regulations, Solutions Capital is subject to regulatory requirements including making investments in SBA eligible businesses, investing at least 25% of regulatory capital in eligible “smaller” businesses, placing certain limitations on the financing terms of investments, prohibiting investing in certain industries, required capitalization thresholds, and is subject to periodic audits and examinations among other regulations. If Solutions Capital fails to comply with applicable SBA regulations, the SBA could, depending on the severity of the violation, limit or prohibit its use of debentures, declare outstanding debentures immediately due and payable, and/or limit Solutions Capital from making new investments. In addition, the SBA can revoke or suspend a license for willful or repeated violation of, or willful or repeated failure to observe, any provision of the SBIC Act or any rule or regulation promulgated thereunder. These actions by the SBA would, in turn, negatively affect us because Solutions Capital is our wholly owned subsidiary.
Eligible Small and Smaller Businesses
Under current SBA regulations, eligible small businesses include those that have a tangible net worth not exceeding $18 million and average annual net income not exceeding $6 million for the two most recent fiscal years. In addition, an SBIC must devote 25% of its investment activity to “smaller” concerns as defined by the SBA. A smaller concern is one that has a tangible net worth not exceeding $6 million and average annual net income not exceeding $2 million for the two most recent fiscal years. SBA regulations also provide alternative size standard criteria to determine eligibility, which depend on the industry in which the business is engaged and are based on such factors as the number

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of employees or gross sales. According to SBA regulations, SBICs may make long-term loans to small businesses and invest in the equity securities of such businesses. Once an SBIC has invested in a company, it may generally continue to make follow-on investments in the company, regardless of the size of the business, up and until the time a business offers its securities in a public market. Through Solutions Capital, we plan to continue to provide long-term loans to, and non-control equity investments in, qualifying small businesses.
Financing Limitations
SBA regulations also include restrictions on a “change of control” of an SBIC where a transfer would result in any person or group owning 10% or more of a class of capital stock (or its equivalent in the case of a partnership) of a licensed SBIC and require that SBICs invest idle funds in accordance with SBA regulations. In addition, our SBIC subsidiary may also be limited in its ability to make distributions to us if it does not have sufficient earnings and capital, in accordance with SBA regulations. The SBA places certain limits on the financing terms of investments by SBICs, including limiting the interest rate on debt securities and loans provided to portfolio companies of the SBIC. The SBA also limits fees, prepayment terms and certain other economic arrangements that are common in lending environments.
SBA Leverage or Debentures
SBA-guaranteed debentures are non-recourse to us, have a ten-year maturity and may be prepaid at any time without penalty. The interest rate of SBA-guaranteed debentures is fixed at the time of issuance at a market-based spread over ten-year U.S. Treasury Notes. Obtaining leverage, or borrowings, through SBA guaranteed debentures is subject to required capitalization thresholds. Current SBA regulations limit the amount that Solutions Capital may borrow to a maximum of $150 million, which is up to twice its regulatory capital.
Our SBIC subsidiary is subject to regulation and oversight by the SBA. Receipt of an SBIC license does not assure that our SBIC subsidiary will receive SBA-guaranteed debenture funding, which is dependent upon our SBIC subsidiary continuing to be in compliance with SBA regulations and policies. Periodically, SBA staff audits Solutions Capital to verify its compliance with SBA regulations.
The SBA, as a creditor, will have a superior claim to our SBIC subsidiary’s assets over our stockholders in the event we liquidate our SBIC subsidiary or the SBA exercises its remedies under the SBA-guaranteed debentures issued by our SBIC subsidiary upon an event of default.
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
Effective as of January 1, 2002, we elected to be treated as a RIC, under Subchapter M of the Internal Revenue Code, or the Code. As a RIC, we generally do not have to pay corporate taxes on any income we distribute to our stockholders as dividends, which allows us to reduce or eliminate our corporate-level tax liability. To continue to qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as defined below). In addition, to qualify for RIC tax treatment we must distribute to our stockholders, for each taxable year, at least 90% of our “investment company taxable income,” which is generally our ordinary income plus the excess of our realized net short-term capital gains over our realized net long-term capital losses, collectively referred to as the 90% Distribution Requirement.
TAXATION AS A REGULATED INVESTMENT COMPANY
If we:
continue to qualify as a RIC, and
distribute each year to stockholders at least 90% of our investment company taxable income, which is defined in the Internal Revenue Code generally as ordinary income plus realized net short-term capital gains in excess of realized net long-term capital losses,
we will be entitled to deduct and, therefore, will not be subject to U.S. federal income tax on, the portion of our income we distribute or are deemed to distribute to stockholders. We will be subject to U.S. federal income tax at the regular corporate rate on any income not distributed (or deemed distributed) to our stockholders. We will be subject to a 4% nondeductible U.S. federal excise tax, or 4% excise tax, to the extent we do not make specified levels of distributions (actually or on a deemed basis) in a timely manner. We are subject as a RIC to the 4% excise tax to the extent that we do not distribute (on either an actual or deemed basis): 98% of our ordinary income for each calendar year; 98.2% of our capital gain net income for each calendar year; and any income realized, but not distributed, in prior calendar years.

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To qualify as a RIC for federal income tax purposes, we must, among other things:
1.
continue to qualify as a BDC under the 1940 Act at all times during each taxable year;
2.
derive in each taxable year at least 90% of our gross income from (1) dividends, interest, payments with respect to certain securities, loans, gains from the sale of stock or other securities, or other income derived with respect to our business of investing in such stock or securities and (2) net income derived from an interest in a “qualified publicly traded partnership;” and
3.
diversify our holdings so that at the end of each quarter of the taxable year:
a.
at least 50% of the value of our assets consist of cash, cash items, U.S. government securities, securities of other RICs, and other securities, if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and
b.
no more than 25% of the value of our assets is invested in the securities, other than U.S. government securities or securities of other RICs, of (i) one issuer, (ii) two or more issuers that are controlled, as determined under applicable Internal Revenue Code rules, by us and are engaged in the same or similar or related trades or businesses or (iii) one or more “qualified publicly traded partnerships,” known as the Diversification Tests.
We may be required to recognize taxable income even when we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount, we must include in taxable income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We also may have to include in taxable income other amounts that we have not yet received in cash, such as payment-in-kind, or PIK, interest and deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. Because any original issue discount or other amounts accrued will be included in our investment company taxable income for the year of accrual, we may be required to make a cash distribution to our stockholders in the amount of that non-cash income in order to satisfy the 90% Distribution Requirement, even though we will not have received any cash representing such income.
If we fail to satisfy the 90% Distribution Requirement or fail to qualify as a RIC in any taxable year, we would be subject to tax in that year on all of our taxable income at regular corporate rates, regardless of whether we make any distributions to our stockholders. Distributions would not be required, and any distributions made in taxable years beginning on or after January 1, 2013 would be taxable to our stockholders as ordinary dividend income that, subject to certain limitations, may be eligible for the 15% or 20% maximum tax rate (depending on income thresholds) to the extent of our current and accumulated earnings and profits. Subject to certain limitations under the Code, corporate distributees would be eligible for the dividends-received deduction. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder’s tax basis, and any remaining distributions would be treated as a capital gain.
In addition, we will be partially dependent on our SBIC subsidiary for cash distributions to enable us to meet the RIC Distribution Requirement. Our SBIC subsidiary may be limited by the SBIC Act, and SBA regulations governing SBICs, from making certain distributions to us that may be necessary to maintain our status as a RIC. We may have to request a waiver of the SBA’s restrictions for our SBIC subsidiary to make certain distributions to maintain our RIC status. We cannot assure you that the SBA will grant such waiver. If our SBIC subsidiary is unable to obtain a waiver, compliance with the SBA regulations may cause us to fail to qualify as a RIC, which would result in us becoming subject to corporate-level federal income tax.
EMPLOYEES
We believe our success will depend greatly on our ability to identify, attract and retain capable employees. As of December 31, 2013, we employed 15 full-time employees and two part-time employees, including investment, portfolio and operations professionals, in-house counsel and administrative staff. Substantially all of these employees are located in our corporate headquarters in Arlington, Virginia. Our employees are not represented by any collective bargaining unit and we believe our relations with our employees are good.

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ITEM 1A.
RISK FACTORS. 
Investing in our common stock may be speculative and involves a high degree of risk. You should consider carefully the risks described below and all other information contained in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes and the schedules and exhibits to this Annual Report on Form 10-K. The risks set forth below are not the only risks we face. If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected. In such case, our net asset value and the trading price of our common stock could decline, and you may lose all or part of your investment.
Investing in lower middle-market companies is inherently risky. Our financial results may be affected adversely if one or more of our portfolio investments defaults on its loans or fails to perform.
Our portfolio consists primarily of debt and equity investments in privately owned lower middle-market companies. Investing in lower middle-market companies involves a number of significant risks. Typically, the debt in which we invest may be rated below investment grade by one or more rating agency. Compared to larger publicly traded companies with greater financial, technical and marketing resources, lower middle-market companies typically have fewer resources and may experience wider variations in their operating results, making them more vulnerable to economic downturns. Lower middle-market companies experience limited access to capital and the cost of capital is usually higher than for their larger competitors. Many lower middle-market companies are unable to obtain financing from public capital markets or from traditional credit sources, such as commercial banks, often because they are perceived to pose a higher default risk. The success of lower middle-market companies often depends heavily on the managerial talents and efforts of an individual or a small group of persons. Therefore, the loss of any key employee could harm both its financial condition and its ability to compete effectively. Further, some lower middle-market companies conduct business in regulated industries. Changes in the regulatory environment impacting lower middle-market companies could result in significant expenditures and impair cash flow by making it difficult for them to conduct business in a cost effective manner, and have more dire effects, including bankruptcy. Even minor events may adversely affect the value of a loan's collateral and a company's ability to repay its obligations, which in turn may adversely affect the return on, or the recovery of, our investment in these businesses.
When evaluating a potential investment, we must rely on our employees' diligence to obtain information necessary to make well informed investment decisions. If we fail to uncover material information about our portfolio companies, either prior to or after our investment, we may lose money. A portfolio company's failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults under our loan documents and trigger cross-defaults under other agreements. Should other lenders choose to accelerate their loans and/or foreclose on the company's secured assets, it could jeopardize our portfolio company's ability to meet its obligations under the debt securities that we hold. We may also incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company.
Very few of our portfolio investments are publicly traded and, as a result, their value is uncertain. If our determinations regarding the fair value of our investments is higher than that which we ultimately realize upon disposition, our NAV could be affected adversely.
Typically, there is no public market for the securities of the privately held companies in which we have invested, and in which we generally expect to continue to invest. In accordance with the 1940 Act and accounting principles generally accepted in the United States, we carry substantially all of our portfolio investments at fair value as determined in good faith by our board of directors.
Whenever possible, our board of directors values our securities at market value; however, since very few of our investments are traded publicly the board considers various factors to assist it in determining fair value during the valuation process. For example, depending on the nature of the investment, the board may examine public and private mergers and acquisitions transactions, comparisons to publicly traded comparable companies, third-party assessments of valuation, discounted cash flow analyses, the nature and realizable value of any collateral, the portfolio company's earnings and its ability to make payments, the markets in which the portfolio company does business, market-based pricing, bond-yield analysis and other relevant factors. We also obtain financial and other information from portfolio companies, which may include unaudited, projected or pro forma financial information. Our board of directors also engages independent valuation firms to assist in determining the fair value of our investments. Because valuations, particularly those of private securities and private companies, are inherently uncertain, they may fluctuate over short periods of time and are often based on estimates. Our determinations of fair value may differ materially from the values that would have been used if a readily available market for these investments existed and from the amounts we may

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realize on any disposition of such investments. If our determinations regarding the fair value of our investments are materially higher than the values that we ultimately realize upon the disposition of such investments, our NAV could be affected adversely.
The general volatility of the financial markets and the economy could impair our portfolio companies' financial positions and operating results, which, in turn, could harm our operating results.
The future of the United States economy is unclear. Unemployment continues to be elevated and expectations for other economic fundamentals remain uncertain. If U.S. economic performance declines in the future, the financial results of our lower middle-market portfolio companies could experience deterioration or limited growth. If prolonged, unfavorable or uncertain economic and market conditions could render our portfolio companies unable to service debt or engage in a liquidity event, such as a sale, merger, recapitalization or initial public offering.
Adverse economic conditions have decreased the value of some of our loans and equity investments. The lingering effects of uncertain economic conditions could increase the number of non-performing assets and decrease the value of one or more of our portfolio companies during such periods. Should this happen, we may experience further loss of value in our portfolio and decreases in our revenues, net income and net assets. Adverse economic conditions also may impair the value of collateral securing some of our loans and the value of our equity investments.
We operate in a highly competitive market for investment opportunities, and the success of our business model necessitates that we develop and maintain strong referral relationships. Failure to do so, or to offer desirable investment terms, may preclude us from winning new business and adversely affect our financial conditions and results of operations.
We compete with many types of investors for the portfolio companies in which we invest, including public and private funds (including other BDCs and SBICs), commercial and investment banks, commercial financing companies and, to the extent they provide an alternative form of financing, private equity funds or hedge funds. As a result of these entrants, competition for investment opportunities has intensified in recent years and may intensify further in the future. Some of our existing and potential competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. Some may also have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments that may lead to additional market share and a competitive advantage over us. Unlike many of our competitors, we are also subject to regulatory restrictions and valuation requirements the 1940 Act imposes on us as a BDC.
The myriad competitive pressures we face require our management team to develop and maintain strong relationships with intermediaries, financial institutions, investment bankers, commercial bankers, financial advisors, attorneys, accountants, consultants and other individuals within our network in order to keep apprised of potential investment opportunities. If our management team fails to maintain its existing relationships or develop new ones with important sources of investment opportunities, we may fail to remain competitive for new business and our investment portfolio may languish as a result. Regardless of the strength of relationships, no one is obligated to provide us with investment opportunities, and there is no assurance that such relationships will generate investment opportunities for us.
While we do not seek to compete primarily based on the interest rates we offer, we may lose investment opportunities if we do not match our competitors' pricing, terms and structure. If we do match our competitors' pricing, terms and structure to win business, we may then experience decreased net interest income and increased risk of credit loss. We may be precluded from taking advantage of attractive investment opportunities from time to time as a result of an inability to meet market terms, and we can offer no assurance that we will be able to identify and successfully make investments that are consistent with our investment objective. Failure to compete effectively for, and establish strong relationships that could lead to, new business would have a material adverse effect on our business, financial condition and results of operations.
Our portfolio is concentrated in certain industries, which increases our risk of significant loss if any one of these companies fails to service our debt because of industry downturns.
From time to time, we target specific industries in which to invest on a recurring basis, which may result in significant concentrations in our portfolio. As a consequence, the aggregate returns we realize may be substantially adversely affected by the unfavorable performance of a small number of such investments or a substantial write-down of any one investment. Beyond regulatory and income tax diversification requirements, we do not have fixed guidelines for industry concentration. In addition, while we generally decline to make investments in a particular industry or group of industries that would exceed 15.0% of our total assets at the time of closing, it is possible that as the values of our

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portfolio companies change, one industry or a group of industries may come to exceed such level. As a result, a downturn in an industry in which we have invested a significant portion of our total investments could have a materially adverse effect on us. As of December 31, 2013, 23.0%, 17.4%, 15.7% and 14.0% of our total investments at fair value were invested in healthcare, business services, education and manufacturing industries, respectively. Therefore, we are susceptible to the economic circumstances in these industries, and a downturn in any one of these industries could have a material adverse effect on our results of operations and financial condition.
Changes in healthcare laws and other regulations applicable to some of our portfolio companies' businesses may constrain their ability to offer their products and services.
Changes in healthcare or other laws and regulations applicable to the businesses of some of our portfolio companies may increase their compliance and other costs of doing business, require significant systems enhancements, or render their products or services less profitable or obsolete, any of which could have a material adverse effect on their results of operations. There has also been an increased political and regulatory focus on healthcare laws in recent years, and new legislation could have a material effect on the business and operations of some of our portfolio companies.
Our wholly owned subsidiary is licensed by the SBA and is subject to SBA regulations. If our SBIC subsidiary fails to comply with applicable SBA regulations, the SBA could limit or prohibit its use of debentures, declare outstanding debentures immediately due and payable, and/or revoke or suspend our license.
Our wholly owned subsidiary, Solutions Capital, is licensed to operate as an SBIC and is regulated by the SBA. The SBIC license allows Solutions Capital to obtain leverage, or borrowings, by issuing SBA-guaranteed debentures, subject to receipt of a capital commitment from the SBA and other customary procedures. The SBA regulations require, among other things, an annual periodic examination of a licensed SBIC by an SBA examiner to determine the SBIC's compliance with the relevant SBA regulations, and the performance of a financial audit by an independent auditor.
The SBA regulations permit licensed SBICs to make long term loans to small businesses and invest in the equity securities of such businesses. Under current SBA regulations, a licensed SBIC may provide capital to small businesses having a tangible net worth not exceeding $18.0 million and an average net income after federal income taxes not exceeding $6.0 million for the two most recent fiscal years. In addition, a licensed SBIC must devote 25% of its investment activity to entities having a tangible net worth not exceeding $6.0 million and an average annual net income after federal income taxes not exceeding $2.0 million for the two most recent fiscal years. If a proposed portfolio company does not meet the foregoing requirements, the SBA regulations also provide alternative criteria for eligibility which depend on the industry in which the prospective portfolio company is engaged as well as other factors such as the number of employees and gross sales. The SBA also restricts the financing terms of investments by SBICs in portfolio companies, and prohibits funds from being deployed in support of certain purposes or industries. Compliance with SBA requirements may cause our SBIC subsidiary to forego attractive investment opportunities that are not permitted under SBA regulations.
A single-license SBIC subsidiary may currently borrow up to a maximum of $150.0 million when it has at least $75.0 million in private capital, receives a capital commitment from the SBA and has been through an examination by the SBA subsequent to licensing. As of January 2012, we had funded $75.0 million to Solutions Capital, and Solutions Capital has borrowed the maximum $150.0 million of SBA-guaranteed debentures.
The SBA prohibits, without prior SBA approval, a change of control of an SBIC or transfers that would result in any person (or a group of persons acting in concert) owning 10% or more of a class of capital stock of a licensed SBIC. If our SBIC subsidiary fails to comply with applicable SBA regulations, the SBA could, depending on the severity of the violation, limit or prohibit its use of debentures, declare outstanding debentures immediately due and payable, and/or limit it from making new investments. In addition, the SBA can revoke or suspend a license for willful or repeated violation of, or willful or repeated failure to observe, any provision of the SBIC Act or any rule or regulation promulgated thereunder. These actions by the SBA would, in turn, negatively affect us because our SBIC subsidiary is our wholly owned subsidiary and we rely on the ability to make investments through it.
We must effectively manage and deploy capital to ensure our financial condition and results of operations. If we fail to do so, we could experience a decline in our business prospects and the loss of key employees, all of which could negatively affect our operating results.
Equity capital is, and may continue to be, difficult to raise because we generally are not able to issue and sell our common stock at a price below NAV per share without stockholder approval. In addition, available debt capital may be costly and/or carry less favorable terms and conditions. Therefore, our ability to maximize our portfolio's total return depends on the ability to successfully manage and deploy capital effectively. Our debt investments generate capital

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from current income, and our equity and equity-related investments generally provide capital appreciation, enhancing our overall operating results. Our ability to identify and evaluate, and ultimately to finance and invest in, companies that will produce the desired financial gains rests squarely in the hands of our investment team. Accomplishing our investment objectives on a cost-effective basis is largely a function of our investment team's handling of the investment process, its ability to provide competent, attentive and efficient services and our access to investments offering acceptable terms. In addition to monitoring the performance of our existing investments, members of our investment team are also called upon, from time to time, to provide managerial assistance to some of our portfolio companies. These demands on their time may distract them or slow the rate of investment capital.
Our results of our operations will depend on many factors, including the availability of opportunities for investment, and economic conditions. Furthermore, if we cannot successfully operate our business or implement our investment policies and strategies it could negatively impact our ability to pay dividends. The prolonged inability to effectively deploy capital could negatively impact our business prospects, cause the departure of key employees and have an adverse impact on our operating results.
Our ability to raise additional capital is limited by the market price of our common stock and by regulations governing our operations as a BDC.
Although shares of closed-end investment companies frequently trade at a market price that is less than the NAV attributable to those shares, this characteristic has no correlation with the risk of decline to our own NAV. It is not possible to predict whether our common stock will trade at, above, or below NAV. In the recent past, the stocks of BDCs as an industry, including shares of our common stock, have traded below NAV as a result of concerns over liquidity, leverage restrictions and distribution requirements. When our common stock trades below its NAV per share, the 1940 Act prohibits us from selling shares of our common stock at a price below the current NAV unless our stockholders approve such a sale and our board of directors makes certain determinations.
We have issued debt securities and may in the future incur additional debt, issue preferred stock, and/or borrow money from banks or other financial institutions, which we refer to collectively as senior securities”. Under the provisions of the 1940 Act, as a BDC we are permitted to issue senior securities only in amounts such that our BDC asset coverage, as defined in the 1940 Act, equals at least 200% after each issuance of senior securities. If the value of our assets declines we may be unable to satisfy this test, precluding us from issuing senior securities and paying dividends. We may also be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when such sales may be disadvantageous.
Failure to maintain our qualification as a BDC would significantly reduce our operating flexibility.
If we were to continuously fail to qualify as a BDC, we might become subject to regulation as a registered closed-end investment company under the 1940 Act, which would significantly decrease our operating flexibility. In addition, failure to comply with the requirements imposed on BDCs by the 1940 Act could cause the SEC to bring an enforcement action against us. For additional information on the qualification requirements of a BDC, see the disclosure under the caption Item 1. Business-Regulation.
If we fail to invest a sufficient portion of our assets in qualifying assets, we could lose our BDC status.
As a BDC, we may not acquire any assets other than qualifying assets unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are qualifying assets within the meaning of the 1940 Act. Our failure to meet the 70% threshold could cause us to lose our status as a BDC, resulting in a material adverse effect on our business, financial condition and results of operations. In addition, the 70% requirement may preclude us from investing in potentially attractive investments, as well as prevent us from making additional investments in our existing portfolio companies, thus diluting our position, to the extent they do not meet the standard for qualifying assets under the 1940 Act. Finally, we may need to sell certain of our investments to comply with the 1940 Act, which could cause us to realize significantly less than the current value of such investments.
If we fail to qualify as a RIC, we will have to pay corporate-level taxes on our income and our income available for distribution would be reduced significantly or eliminated.
We have elected to be taxed for federal income tax purposes as a RIC, under Subchapter M of the Internal Revenue Code. To qualify as a RIC under the Internal Revenue Code, we must meet certain source-of-income, asset diversification and annual distribution requirements and maintain our status as a BDC, including:
Sources of Income. We must obtain at least 90% of our income each year from dividends, interest, gains from the sale of stock or securities or similar sources.

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Asset Diversification. At the end of each taxable year, at least 50% of the value of our assets must consist of cash, cash equivalents, U.S. government securities, securities of other RICs, and other acceptable securities. No more than 25% of the value of our assets may be invested in the securities, other than U.S. government securities or securities of other RICs, (i) of one issuer, or (ii) of two or more issuers that are controlled, as determined under applicable Internal Revenue Code rules, by us and that are engaged in the same or similar or related trades or businesses or of certain qualified publicly traded partnerships.
Income Distribution. We must distribute to our stockholders at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, on an annual basis. Because we are subject to an asset coverage ratio requirement under the 1940 Act, and may also be subject to certain financial covenants under any debt financings we may incur, we could, under certain circumstances, be restricted from making the distributions necessary to satisfy the IRS requirement. Our SBIC subsidiary may be limited by the SBIC Act and SBA regulations governing SBICs from making certain distributions to us that may be necessary to maintain our status as a RIC.
Failure to meet the foregoing requirements may result in our having to dispose of certain investments quickly in order to prevent the loss of RIC status. Because most of our investments will be in private companies, and, therefore, will be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses. If we fail to qualify as a RIC for any reason we would become subject to corporate-level income tax, substantially reducing our net assets, the amount of income available for distribution and the amount of our distributions. Such a failure would have a material adverse effect on our stockholders and us.
Our wholly-owned SBIC subsidiary may be unable to make distributions to us that will enable us to maintain RIC status, which could result in the imposition of an entity-level tax.
In order for us to continue to qualify for RIC tax treatment and to minimize corporate-level taxes, we will be required to distribute substantially all of our net ordinary income and net capital gain income, including income from certain of our subsidiaries, which includes the income from our SBIC subsidiary. We will be partially dependent on our SBIC subsidiary for cash distributions to enable us to meet the RIC distribution requirements. Our SBIC subsidiary may be limited by the SBIC Act, and SBA regulations governing SBICs, from making certain distributions to us that may be necessary to maintain our status as a RIC. We may have to request a waiver of the SBA’s restrictions for our SBIC subsidiary to make certain distributions to maintain our RIC status. We cannot assure you that the SBA will grant such waiver. If our SBIC subsidiary is unable to obtain a waiver, compliance with the SBA regulations may result in loss of RIC tax treatment and a consequent imposition of an entity-level tax on us.
Our future success depends on our investment team. If we lose one or more of these or other key employees, our operating results may suffer from our inability to make future investments.
We depend on the members of our investment team for the identification, review, final selection, structuring, closing and monitoring of our investments. Their significant investment expertise and relationships are vital to the implementation of our business plan and we have no guarantee that they or any other employees will remain with the company. If we lose the services of one or more of these individuals, our operating results could suffer if we are unable to make future investments as we expect.
If we fail to service our existing debt arrangements adequately, or to establish new credit facilities on favorable terms, our business could be harmed materially.
Bank of America Unsecured Revolver. In November 2012, we entered into an unsecured revolving credit facility with Bank of America, N.A. in the principal amount of $20.0 million, or the Bank of America Unsecured Revolver. The Bank of America Unsecured Revolver is subject to certain collateral requirements and financial covenants, including maintaining a ratio of all unencumbered assets to outstanding amounts under the Bank of America Unsecured Revolver of at least four-to-one, as well as a ratio of unencumbered cash and senior portfolio loans to outstanding amounts under the Bank of America Unsecured Revolver of at least three-to-one.
SBA Debentures. In addition, Solutions Capital has issued SBA debentures that require our SBIC to generate sufficient cash flow to make required interest payments. Further, Solutions Capital must maintain a minimum capitalization that if impaired could materially and adversely affect our liquidity, financial condition and results of operations. Our borrowings under our SBA debentures are collateralized by the assets of Solutions Capital.
Our continued compliance with each of these borrowings depends on many factors, some of which are beyond our control. Material net asset devaluation in connection with additional borrowings could result in an inability to comply

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with our obligation to restrict the level of indebtedness that we are able to incur in relation to the value of our assets or to maintain a minimum level of stockholders' equity.
Furthermore, we cannot be certain that we will be able to establish new borrowing facilities to provide working and investment capital, including for new originations. If we are unable to establish new facilities of a reasonable size, our liquidity will be reduced significantly. Even if we are able to consummate new borrowing facilities, we may not be able to do so on favorable terms.
We may be unable to obtain debt capital on favorable terms or at all, in which case we would not be able to use leverage to increase the return on our investments.
If we are unable to obtain debt capital, then our equity investors will not benefit from the potential for increased returns on equity resulting from leverage to the extent that our investment strategy is successful and we may be limited in our ability to make new commitments or fundings to our portfolio companies.
Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our return on equity.
We are subject to the risk that the investments we make in our portfolio companies may be repaid prior to maturity. When this occurs, we could experience significant delays in reinvesting these amounts. Any future investment in a new portfolio company may also be at lower yields than the debt that was repaid. As a result, our results of operations could be materially adversely affected if one or more of our portfolio companies elect to prepay amounts owed to us. Additionally, prepayments could negatively impact our return on equity, which could result in a decline in the market price of our common stock.
In situations where we hold junior priority liens, our ability to control decisions with respect to our portfolio companies may be limited by lenders holding superior liens. In a default scenario, the value of collateral may be insufficient to repay us after the senior priority lenders are paid in full.
We make certain loans to portfolio companies that are secured by a junior priority security interest in the same collateral pledged to secure debt owed to lenders with liens senior to ours. Often the senior lender has procured covenants from the portfolio company prohibiting the incurrence of additional secured debt without the senior lender's consent. As a condition of permitting the portfolio company to incur junior secured indebtedness, the senior lender will require that we as junior lender enter into an intercreditor agreement that, among other things, will establish the senior lender's right to control the disposition of any collateral in the event of an insolvency proceeding or other default situation. In addition, intercreditor agreements generally will expressly subordinate junior liens to senior liens as well as the repayment of junior debt to senior debt.
Because of the control we may cede to senior lenders under intercreditor agreements, we may be unable to control the manner or timing of collateral disposition. In addition, the value of collateral securing our debt investment will ultimately depend on market and economic conditions at the time of disposal, the availability of buyers and other factors. Therefore, there can be no assurance that the proceeds, if any, from the sale or sales of all of the collateral would be sufficient to satisfy the loan obligations secured by our liens. There is also a risk that such collateral securing our investments will be difficult to sell in a timely manner or to appraise. If the proceeds of the collateral are insufficient to repay our loans, then we will have an unsecured claim to the extent of the deficiency against any of the company's remaining assets, which claim will likely be shared with many other unsecured creditors.
As a debt or minority equity investor in a portfolio company, we may have little direct influence over the entity. The stockholders and management of the portfolio company may make decisions that could decrease the value of our portfolio holdings.
We make both debt and minority equity investments. Should a portfolio company make business decisions with which we disagree, or the stockholders and management of that company take risks or otherwise act in ways that do not serve our interests, the value of our portfolio holdings could decrease and have an adverse effect on our financial position and results of operations.
If we need to sell any of our investments, we may not be able to do so at a favorable price and, as a result, we may suffer losses.
Our investments usually are subject to contractual or legal restrictions on resale or are otherwise illiquid because there is usually no established trading market. The illiquidity of most of our investments may make it difficult for us to dispose of them at a favorable price. As a result, we may suffer losses. In addition, if we were forced to liquidate some or all

23



of the investments in our portfolio on an expedited basis, the proceeds of such liquidation could be significantly less than the current fair value of such investments. We may be required to liquidate some or all of our portfolio to meet our debt service obligations or to maintain our qualification as a BDC and as a RIC to the extent we fail to satisfy the applicable regulatory criteria.
The disposition of our investments may result in contingent liabilities.
Most of our investments involve private securities. In connection with the disposition of an investment in private securities, we may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. We may also be required to indemnify the purchasers of such investment with respect to certain potential liabilities or to the extent that any of our representations turn out to be inaccurate. These arrangements may result in contingent liabilities that ultimately yield funding obligations that must be satisfied through our return of certain distributions previously made to us.
Portfolio company litigation could result in additional costs, the diversion of management time and resources and have an adverse impact on the fair value of our investment.
In the course of providing significant managerial assistance to certain of our portfolio companies, we may serve as directors on the boards of such companies. In addition, in the course of making portfolio company investments, we may elect to take an equity position in any given company. To the extent that litigation arises out of our investments, we may be named as a defendant, which could result in additional costs and the diversion of management time and resources. In addition, litigation involving a portfolio company may be costly and affect the operations of the business, which could in turn have an adverse impact on the fair value of our investment.
There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims.
If one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, including the extent to which we provided managerial assistance to that portfolio company, a bankruptcy court could elect to subordinate all or a portion of our claims to those of other creditors regardless of the seniority of our original investment. In such instances, the court may deem our actions to be more like that of an equityholder than a debt holder. Were that to occur, the claims we carried as senior in right of payment on our books might instead be recharacterized by the court as junior, and therefore come much lower in the priority of payments. To the extent that there are insufficient funds remaining to pay us once other debtholders are paid in full, we may lose all or a portion of our investment.
The actions we take with respect to a portfolio company's business, including providing managerial assistance, or the exercise of control over a portfolio company could also give rise to lender liability claims. Should our actions be viewed as more akin to those of an equityholder than a debtholder because of our involvement in the operations of the portfolio company, a presumption could arise that we have a fiduciary duty to the portfolio company. A third party could then sue us, for example, in an attempt to make us liable for any negative performance by such portfolio company.
We may choose to waive or defer enforcement of covenants in the debt securities held in our portfolio, which may cause us to lose all or part of our investment in these companies.
We structure the debt investments in our portfolio companies to include business and financial covenants placing affirmative and negative obligations on the operation of the company’s business and its financial condition. However, from time to time we may elect to waive breaches of these covenants, including our right to payment, or waive or defer enforcement of remedies, such as acceleration of obligations or foreclosure on collateral, depending upon the financial condition and prospects of the particular portfolio company. These actions may reduce the likelihood of our receiving the full amount of future payments of interest or principal and be accompanied by a deterioration in the value of the underlying collateral as many of these companies may have limited financial resources, may be unable to meet future obligations and may go bankrupt. This could negatively impact our ability to pay dividends, could adversely affect our results of operation and financial condition and cause the loss of all or part of your investment.
Any unrealized losses we experience on our investment portfolio may be an indication of future realized losses, which could reduce our income available for distribution and could impair our ability to service our borrowings, if any.
As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined in good faith by our board of directors. Decreases in the market values or fair values of our investments will be recorded as unrealized depreciation. Any unrealized depreciation in our investment portfolio could be an

24



indication of a portfolio company’s inability to meet its repayment obligations to us with respect to the affected investments. This could result in realized losses in the future and ultimately in reductions of our income available for distribution in future periods and could materially adversely affect our ability to service our outstanding borrowings, if any.
Our stock price has been, and continues to be, volatile and purchasers of our common stock could incur substantial losses.
The stock market in general, and the market prices for securities of financial services companies in particular, have experienced extreme volatility that often has been unrelated or disproportionate to the operating performance of these companies. If current levels of market volatility continue or worsen, we may continue to experience an adverse effect, possibly material, on our ability to access capital and on our business, financial condition and results of operations.
The market price and the liquidity of the market for our shares may from time to time be affected by a number of factors, which include, but are not limited to, the following:
our quarterly results of operations;
our origination activity, including the pace of, and competition for, new investment opportunities;
price and volume fluctuations in the overall stock market from time to time;
investors' general perception of our company, the economy and general market conditions;
actual or anticipated changes in our earnings or fluctuations in our operating results or changes in the expectations of securities analysts;
the financial performance of the specific industries in which we invest on a recurring basis, including without limitation, our investments in the healthcare, business services and education industries;
significant transactions or capital commitments by us or our competitors;
significant volatility in the market price and trading volume of securities of BDCs or other financial services companies;
volatility resulting from trading in derivative securities related to our common stock including puts, calls or short trading positions;
potential future sales of debt securities convertible into or exchangeable or exercisable for our common stock or the conversion of such securities;
changes in laws or regulatory policies or tax guidelines with respect to BDCs or RICs;
loss of RIC status;
the inability to secure additional debt or equity capital;
announcements of strategic developments, acquisitions and other material events by us or our competitors;
litigation or regulatory actions affecting us or our portfolio companies; and
departures of key personnel.
If any of these factors causes an adverse effect on our business, our results of operations or our financial condition, the price of our common stock could fall and investors may not be able to sell their common stock at or above their respective purchase prices.
You may not receive future distributions.
In the event that the asset coverage ratio applicable to us as a BDC falls below 200%, we will be unable to make distributions until the ratio again meets or exceeds the threshold. If we do not distribute at least 90% of our investment company taxable income annually, we will suffer adverse tax consequences, including the possible loss of our status as a RIC for the applicable period. From December 2001 through December 31, 2013, we declared distributions totaling $13.89 per common share. Due to the market dislocation, we suspended our distributions from the third quarter of 2008 through the first quarter of 2010. We reinstated our distribution on April 29, 2010, and have continued to declare a quarterly dividend since that time; however, there can be no assurance that distributions will continue in the future.
We will make future decisions with respect to the actual level of distributions after taking into account the minimum statutorily required level of distributions, gains and losses recognized for tax purposes, portfolio transactional events, our liquidity, cash earnings and our BDC asset coverage ratio at the time of such decision. Regulatory constraints, our inability to achieve operating results or a decline in the performance of our business could restrict our ability to

25



make any future distributions. In addition, we may not be able to make distributions at a specific level or to increase the amount of these distributions from time to time.
We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income.
In accordance with applicable tax laws and regulations, we include in taxable income certain amounts that we have not yet received in cash from our portfolio companies, such as contractual PIK interest, interest on loans that are on non-accrual status and original issue discount. PIK interest represents contractual interest added to the loan balance and due at the end of the loan term. Loans that are on non-accrual status reflect an inability of a portfolio company to make payments to us when due. Original issue discount may arise if we receive warrants in connection with the issuance of a debt instrument or in other circumstances. We are required to include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. Other situations may also arise where we are required to include amounts in taxable income for which we have not yet received payment in cash.
We must distribute at least 90% of our investment company taxable income to maintain the tax benefits we enjoy as a RIC. This obligation applies whether or not that income was actually received in cash. Since we may recognize income before, or without, receiving cash representing such income, we may have difficulty meeting the requirement. To raise funds to make the required distributions, we may have to raise additional debt or equity capital at unattractive rates or on unfavorable conditions. We might also need to sell some of our investments at unfavorable prices, or repurpose the cash we had reserved for new investment originations. If we cannot obtain cash from these or other sources, we may fail to qualify as a RIC and, thus, be subject to corporate-level income tax.
Any change in the regulation of our business could have a significant adverse effect on the profitability of our operations and our cost of doing business.
Changes in the laws, regulations or interpretations of the laws and regulations that govern BDCs, RICs, SBICs or non-depository commercial lenders could have a significant adverse effect on our operations and our cost of doing business. We are subject to federal, state and local laws and regulations and also to judicial and administrative decisions that affect our operations. If these laws, regulations or decisions change, or if we expand our business into jurisdictions that have adopted requirements that are more stringent than those in which we currently conduct business, we may have to incur significant expenses in order to comply or we may have to restrict our operations.
We may in the future decide to issue preferred stock, which would magnify the risks of investing in us, as well as the potential for loss.
Because preferred stock is another form of borrowing and the dividends on any preferred stock we might issue would be cumulative, preferred stock has the same risks to our common stockholders as debt. We are obligated to pay the cumulative dividends and any liquidation preference attached to such preferred stock before we make any payments to our common stockholders. While the value of preferred stock is unaffected by our expenses or losses, preferred stockholders do not participate in any income or appreciation in excess of their stated preference. Holders of any preferred stock we might issue would have the right to elect members of the board of directors as well as class voting rights on certain matters, including changes in fundamental investment restrictions and conversion to open-end status. Accordingly, preferred stockholders could veto changes to the detriment of the company and its common stockholders. We currently have no plans to issue preferred stock.
Investments in equity securities involve a substantial degree of risk.
We have purchased, and may purchase in the future, common stock and other equity securities, including warrants, in various portfolio companies. Although equity securities historically have generated higher average total returns than debt securities over the long term, equity securities may experience more volatility in those returns than debt securities. The equity securities we acquire may fail to appreciate, decline in value or lose all value, and our ability to recover our investment will depend on our portfolio company's success. Investments in equity securities involve a number of significant risks, including the risk of further dilution in the event the portfolio company issues additional securities. Investments in preferred securities involve special risks, such as the risk of deferred distributions, illiquidity and limited voting rights.

26



Fluctuations in interest rates could affect our income adversely.
Because we sometimes borrow to make investments, our net income depends, in part, on the difference between the interest rate at which we borrow funds and the interest rate at which we invest these funds. Because a significant portion of our assets and liabilities may be priced using various short-term rate indices, including one-month to six-month LIBOR, commercial paper rates and the prime rate, the timing of changes in market interest rates or in the relationship between interest rate indices could affect the interest rates earned on our interest-earning assets differently than the interest rates we pay on interest-bearing liabilities. As a result, significant changes in market interest rates could have a material adverse effect on our net income.
A significant portion of our variable rate loans have interest rate floors based on the LIBOR or prime rate. These floors minimize our exposure to significant decreases in interest rates. A significant increase in market interest rates could harm our ability to attract new portfolio companies and originate new loans and investments. In addition, our non-performing assets could increase and the value of our portfolio decrease because our floating-rate loan portfolio companies may be unable to meet higher payment obligations.
Uncertainty relating to the LIBOR calculation process may adversely affect the value of our portfolio of the LIBOR-indexed, floating-rate debt securities.
Concerns have been publicized that some of the member banks surveyed by the British Bankers’ Association, or BBA, in connection with the calculation of LIBOR across a range of maturities and currencies may have been under-reporting or otherwise manipulating the inter-bank lending rate applicable to them in order to profit on their derivatives positions or to avoid an appearance of capital insufficiency or adverse reputational or other consequences that may have resulted from reporting inter-bank lending rates higher than those they actually submitted. A number of BBA member banks have entered into settlements with their regulators and law enforcement agencies with respect to alleged manipulation of LIBOR, and investigations by regulators and governmental authorities in various jurisdictions are ongoing.
Actions by the BBA, regulators or law enforcement agencies may result in changes to the manner in which LIBOR is determined. Uncertainty as to the nature of such potential changes may adversely affect the market for LIBOR-based securities, including our portfolio of LIBOR-indexed, floating-rate debt securities. In addition, any further changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market for LIBOR-based securities or the value of our portfolio of LIBOR-indexed, floating-rate debt securities.
Our business is subject to increasingly complex corporate governance, public disclosure and accounting requirements that could adversely affect our business and financial results.
We are subject to changing rules and regulations of federal and state government as well as the stock exchange on which our common stock is listed. These entities, including the Public Company Accounting Oversight Board, the SEC and the NASDAQ Stock Market have issued a significant number of new and increasingly complex requirements and regulations over the course of the last several years and continue to develop additional regulations and requirements in response to laws enacted by Congress. On July 21, 2010, the Dodd-Frank Wall Street Reform and Protection Act, or the Dodd-Frank Act, was enacted. There are significant corporate governance and executive compensation-related provisions in the Dodd-Frank Act, and the SEC has adopted additional rules and regulations that may impact us. Our efforts to comply with these requirements have resulted in, and are likely to continue to result in, an increase in expenses and a diversion of management’s time from other business activities.
Certain provisions of the Delaware General Corporation Law, our certificate of incorporation and our bylaws could deter takeover attempts and have an adverse impact on the price of our common stock.
The Delaware General Corporation Law, our certificate of incorporation and our bylaws contain provisions that may discourage a third party from making a proposal to acquire us. We have also adopted measures that may make it difficult for a third party to obtain control of our board or our company, including provisions in our certificate of incorporation dividing our board of directors into three classes with the term of one class expiring at each annual meeting of stockholders. These anti-takeover provisions may inhibit a change in control in circumstances that could give the holders of our common stock the opportunity to realize a premium over the market price of our common stock.
ITEM 1B.
UNRESOLVED STAFF COMMENTS. 
None.

27



ITEM 2.
PROPERTIES. 
Neither we nor any of our subsidiaries own any facilities or real estate.  However, during 2013 we leased 13,134 square feet of office space for our corporate headquarters located at 1001 19th Street North, Arlington, VA 22209. Our lease expires in November 2014. In February 2014, we entered into a new lease for our current corporate headquarters which will expire in December 2015 and may be extended until December 2016.
ITEM 3.
LEGAL PROCEEDINGS. 
From time to time, we are a party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights under contracts with our portfolio companies. Furthermore, third parties may try to seek to impose liability on us in connection with the activities of our portfolio companies. While we cannot predict the outcome of these legal proceedings with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.
ITEM 4.
MINE SAFETY DISCLOSURES
None.
PART II
ITEM 5.
MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. 
Market Information
Our common stock is traded on the NASDAQ Global Select Market under the symbol “MCGC.” The following table sets forth the high and low last sales prices of our common stock for the periods indicated, as reported on the NASDAQ Global Select Market:
 
Years ended December 31,
 
2013
2012
Quarter Ended
High
Low
High
Low
March 31
$
5.00

$
4.47

$
5.01

$
3.89

June 30
$
5.32

$
4.57

$
4.58

$
4.07

September 30
$
5.49

$
4.89

$
5.28

$
4.33

December 31
$
5.32

$
4.40

$
4.89

$
4.09

Holders
On February 21, 2014 we had approximately 119 holders of record and approximately 19,946 beneficial holders of our common stock.
Recent Sales of Unregistered Securities and Purchases of Equity Securities
STOCK REPURCHASE PROGRAM
On January 17, 2012, our board of directors authorized a stock repurchase program of up to $35.0 million, which was terminated after we effected repurchases totaling approximately $29.4 million. On October 25, 2013, our board of directors authorized an additional stock repurchase program of up to $25.0 million, which was increased on February 28 2014, to $35.0 million. We have provided our stockholders with notice of our intention to repurchase shares of our common stock in accordance with 1940 Act requirements. Under the program, we are authorized to repurchase shares in open market transactions, including through block purchases, depending on prevailing market conditions and other factors. The repurchase program may be extended, modified or discontinued at any time for any reason. The program does not obligate us to acquire any specific number of shares, and all repurchases are made in accordance with SEC Rule 10b-18, which sets certain restrictions on the method, timing, price and volume of stock repurchases. We retire immediately all such shares of common stock that we purchase in connection with the stock repurchase program.

28



NET ISSUANCE OF RESTRICTED STOCK
For certain employees, we may be deemed to have purchased through the net issuance of shares, a portion of the shares of restricted stock previously issued under the 2006 Plan for which the forfeiture provisions have lapsed to satisfy the applicable employee’s income tax withholding obligations. We retire immediately all such shares of common stock that we purchase in connection with such net issuance to employees.
DIVIDEND REINVESTMENT PLAN
As part of our dividend reinvestment plan for our common stockholders, we may direct the plan administrator to purchase shares of our common stock on the open market to satisfy dividend reinvestment requests related to dividends that we pay on outstanding shares of our common stock.
The following table summarizes the shares of common stock that we have purchased during the three months ended December 31, 2013:
Period/Purpose
Total number
of shares
Average Price Paid per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
November 1 – 30, 2013
 
 
 
 
 
Stock repurchase program(a)
512,100

$
4.73

 
512,100

$
22,578,748

Dividend reinvestment requirements(b)
1,430

$
4.82

(c) 
n/a

n/a

Total November 1 – 30, 2013
513,530

$
4.73

 
512,100

$
22,578,748

December 1 – 31, 2013
 
 
 
 
 
Restricted stock vesting(d)
3,540

$
4.40

(e) 
n/a

n/a

Total December 1 – 31, 2013
3,540

$
4.40

 
n/a

n/a

Total
517,070

$
4.73

 
512,100

$
22,578,748

    
(a) 
On October 25, 2013, our board of directors authorized a stock repurchase program of up to $25.0 million, which was increased on February 28, 2014, to $35.0 million.
(b) 
Represents stock purchased on the open market to satisfy dividend reinvestment requests.
(c) 
Represents the weighted-average purchase price per share, including commissions, for shares purchased pursuant to the terms of our dividend reinvestment plan.
(d) 
Represents shares repurchased from our employees in connection with the net issuance of shares to satisfy employee tax withholding obligations in connection with the vesting of restricted stock.
(e) 
Based on the weighted-average closing share prices of our common stock on the dates that the forfeiture restrictions lapsed.

Distribution Policy
We currently qualify as a RIC for federal income tax purposes, which generally allows us to avoid paying corporate income taxes on any income or gains that we distribute to our stockholders. Generally, we intend to distribute sufficient distributions to eliminate taxable income and may distribute more than the taxable income which amounts would be considered a return of capital. As a RIC, we are subject to a 4% excise tax to the extent that we do not distribute on an actual or on deemed basis: (i) 98.0% of our current year ordinary income; and (ii) 98.2% of our current year net capital gain income.
We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, we may be limited in our ability to make distributions due to the BDC asset coverage test for borrowings applicable to us as a BDC under the 1940 Act and due to restrictions in our credit facilities as well as SBIC restrictions. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of favorable RIC tax treatment. We cannot assure stockholders that they will receive any distributions or distributions at a particular level. We may make distributions to our stockholders of certain net capital gains.

29



The following table summarizes our distributions declared since January 1, 2012:
Date Declared
Record Date
Payable Date
Dividends per Share
February 28, 2014
March 14, 2014
March 28, 2014
$
0.125

October 25, 2013
November 8, 2013
November 22, 2013
$
0.125

July 26, 2013
August 9, 2013
August 30, 2013
$
0.125

April 26, 2013
May 10, 2013
May 31, 2013
$
0.125

March 1, 2013
March 15, 2013
March 29, 2013
$
0.125

October 26, 2012
November 16, 2012
November 30, 2012
$
0.125

July 27, 2012
August 17, 2012
August 31, 2012
$
0.140

April 27, 2012
June 13, 2012
July 13, 2012
$
0.140

February 24, 2012
April 13, 2012
May 15, 2012
$
0.170

We will make future decisions with respect to the actual level of distributions after taking into account the minimum statutorily required level of distributions, gains and losses recognized for tax purposes, portfolio transactional events, our liquidity, cash earnings and our BDC asset coverage ratio at the time of such decision. For additional information about our distributions, see the Liquidity and Capital Resources and Distributions sections of our Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Equity Compensation Plan Information
Information relating to compensation plans under which our equity securities are authorized for issuance is set forth under Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters in our definitive proxy statement for our 2014 Annual Meeting of Stockholders.
Stock Performance Graph
The following comparative stock performance graph compares the cumulative total stockholder return (assuming reinvestment of dividends, if any) from investing $100 on December 31, 2008 through December 31, 2013, in each of: i) our common stock; ii) the Russell 2000 Index; and iii) the NASDAQ Financial 100 Index (capitalization weighted).
The information included under the heading Stock Performance Graph in Item 5 of this Annual Report on Form 10-K is “furnished” and not “filed,” and shall not be deemed to be “soliciting material” or subject to Regulation 14A, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act.

30



ITEM 6.
SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data set forth in the following table with respect to our statement of operations data for the years ended December 31, 2013, 2012 and 2011 and the balance sheet data as of December 31, 2013 and 2012 are derived from our audited financial statements included in this Annual Report on Form 10-K. The statement of operations data for the years ended December 31, 2010 and 2009 and the balance sheet data as of December 31, 2011, 2010 and 2009 are derived from our audited financial statements, which are not included herein. Historical results are not necessarily indicative of future results. See the notes below and to the consolidated financial statements for an explanation of the method used to determine the number of shares used in computing NOI and net income (loss) per common share, basic and diluted. The selected consolidated financial data set forth below should be read in conjunction with, and is qualified in its entirety by, our audited consolidated financial statements and related notes thereto found at Item 8. Financial Statements and Supplementary Data and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(in thousands, except per share and other period-end data)
Years ended December 31,
 
2013
2012
2011
2010
2009
Income statement data
 
 
 
 
 
Revenue
$
50,485

$
60,993

$
85,696

$
89,569

$
99,834

Net operating income before net investment loss, loss on extinguishment of debt and income tax provision
29,896

18,806

37,658

40,565

38,188

Net investment loss
(28,594
)
(13,299
)
(129,873
)
(54,819
)
(94,353
)
Net income (loss)
1,176

4,998

(93,115
)
(13,072
)
(51,059
)
Per common share data
 
 
 
 
 
Net operating income before net investment gain (loss), (loss) gain on extinguishment of debt and income tax provision per weighted-average common share—basic and diluted
$
0.42

$
0.25

$
0.49

$
0.54

$
0.51

Income (loss) per weighted-average common share—basic and diluted
$
0.02

$
0.07

$
(1.22
)
$
(0.17
)
$
(0.68
)
Cash dividends declared per common share
$
0.50

$
0.58

$
0.66

$
0.37

$

Selected period-end balances
 
 
 
 
 
Investment portfolio balance
 
 
 
 
 
Fair value
$
368,873

$
477,724

$
741,166

$
1,009,705

$
986,346

Cost
566,438

668,787

1,017,218

1,245,673

1,154,924

Total assets
513,993

630,776

890,538

1,145,277

1,191,149

Borrowings
175,172

248,053

430,219

546,882

557,848

Total stockholders’ equity
333,954

371,728

434,952

578,016

615,683

Net asset value per common share outstanding(a)
$
4.74

$
5.18

$
5.65

$
7.54

$
8.06

Other period-end data
 
 
 
 
 
Average size of investment
 
 
 
 
 
Fair value
$
10,849

$
10,857

$
12,353

$
14,221

$
16,718

Cost
$
16,660

$
15,200

$
16,954

$
17,545

$
19,575

Number of portfolio companies
34

44

60

71

59

Weighted-average common shares outstanding—basic and diluted
71,232

74,859

76,259

75,422

74,692

Shares outstanding at end of year
70,510

71,721

76,997

76,662

76,394

    
(a)
Based on common shares outstanding at period-end.

31



ITEM 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in this section should be read in conjunction with the Selected Financial Data and Other Data, and our Consolidated Financial Statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K.
This Annual Report on Form 10-K, including Management's Discussion and Analysis of Financial Condition and Results of Operations, 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, forecasts, projections, intentions, goals, strategies, plans, prospects and the beliefs and assumptions of our management including, without limitation: our expectations regarding our results of operations, including revenues, net operating income, net investment losses and general and administrative expenses and the factors that may affect such results; our belief that improved operating efficiency through reduced operating costs, places MCG in the top quartile of all BDCs; anticipated levels of fixed cash operating expenses and non-recurring general and administrative expenses during 2014; efforts to reorganize our Asset Management department to redeploy excess liquidity and to address the markets MCG serves and to better leverage the vertical market industry expertise MCG possesses; expectations regarding sources of new business opportunities; expected net operating income levels for 2014 and on a fully-deployed basis (including related yield and expense assumptions), when there can be no guarantee that either will be achieved; estimates regarding yield compressions and the impact on net operating income; expectations regarding the level and timing of monetizations during 2014; expectations with regard to origination pacing and anticipated aggregate investment levels, including timing to full deployment of our balance sheet; the belief that we have substantial leverage capacity available to support asset acquisitions above our cash balances and provide associated incremental earnings power; intentions to repurchase shares of common stock under our stock repurchase program through available liquidity or otherwise and whether such repurchases will be accretive to our stockholders; expected dividend distribution levels during 2014, which are subject to, among other things, approval of our board of directors, and which may never be declared or distributed; expected levels of industry concentration in our portfolio; our intentions to limit equity investments to approximately 10% of the fair value of our investments; our decisions to make dividend distributions after taking into account our distribution requirements as a RIC, together with an assessment of our current and forecasted gains and losses recognized or to be recognized for tax purposes, portfolio transactional events, liquidity, cash earnings and our asset coverage ratio; the sufficiency of liquidity to meet 2014 operating requirements, as well as new origination opportunities and potential dividend distributions; our expectations regarding the full use of, and our belief that our operations, monetizations, revolving credit facility and unrestricted cash will provide sufficient liquidity to fund, as necessary, requests to draw on unused portions of commitments that obligate us to extend credit in the form of loans, participations in loans, guarantees, letters of credit and other financial commitments; our use of independent valuation firms to provide additional support for our internal analyses; our expectations regarding the outcome of legal proceedings incidental to our business; market conditions generally and specifically regarding the leveraged loan market; the state of the economy and other factors. Forward-looking statements can be identified by terminology such as “anticipate,” “believe,” “could,” “could increase the likelihood,” “hope,” “target,” “project,” “goals,” “potential,” “predict,” “might,” “estimate,” “expect,” “intend,” “is planned,” “may,” “should,” “will,” “will enable,” “would be expected,” “look forward,” “may provide,” “would” or similar terms, variations of such terms or the negative of those terms. 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. Important factors could cause our actual results to differ materially from those indicated or implied by forward-looking statements. Such factors that could cause or contribute to such differences include those risk factors discussed in Item IA of Part I of this Annual Report on Form 10-K.
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 incorrect. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Annual Report on Form 10-K should not be regarded as a representation by us that our plans and objectives will be achieved. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Annual Report on Form 10-K. We undertake no obligation to update any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
DESCRIPTION OF BUSINESS
We are a solutions-focused commercial finance company that provides capital and advisory services to lower middle-market companies throughout the United States. Generally, our portfolio companies use our capital investment to finance acquisitions, recapitalizations, buyouts, organic growth, working capital and other general corporate purposes.
We are an internally managed, non-diversified, closed-end investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act. As a BDC we must meet various regulatory tests, which include investing at least 70% of our total assets in private or thinly traded public U.S.-based companies and limitations on our ability to incur indebtedness unless immediately after such borrowing we have an asset coverage for total borrowings (excluding Small Business Investment Company, or SBIC, debt) of at least 200% (i.e., the amount of debt generally may not exceed 50% of the value of our assets).
In addition, we have elected to be treated for federal income tax purposes as a regulated investment company, or RIC, under Subchapter M of the Internal Revenue Code. In order to continue to qualify as a RIC for federal income tax

32



purposes and obtain favorable RIC tax treatment, we must meet certain requirements, including certain minimum distribution requirements. If we satisfy these requirements, we generally will not have to pay corporate-level taxes on any income we distribute to our stockholders as distributions, allowing us to substantially reduce or eliminate our corporate-level tax liability. From time to time, our wholly owned subsidiaries may execute transactions that trigger corporate-level tax liabilities. In such cases, we recognize a tax provision in the period when it becomes more likely than not that the taxable event will occur.
Significant Developments in 2013
Originations and Advances — For the three and twelve month periods ended December 31, 2013, we made $37.1 million and $128.1 million, respectively, in originations and advances to new and existing portfolio companies.
Loan Monetizations — For the three and twelve month periods ended December 31, 2013, we received $37.0 million and $199.4 million, respectively, in loan payoffs and amortization payments.
Equity Monetizations and Realizations — For the three and twelve month periods ended December 31, 2013, we received $2.6 million and $10.7 million, respectively, in proceeds from the sale of equity investments, principally the sale of securities in each of Miles Media Group, LLC, NDSSI Holdings, LLC and Jenzabar, Inc.
Loans on Non-Accrual — As of December 31, 2013, loans on non-accrual were $21.4 million at cost (6.1% of the total loan portfolio), and $4.5 million at fair value (1.3% of the total loan portfolio). On December 15, 2013, Color Star Growers of Colorado, Inc., or Color Star, filed for voluntary relief under Chapter 11 of Title 11 of the United States Code. In the quarter ended December 31, 2013, we realized a $13.5 million loss on our subordinated loan to Color Star.
Operating Costs — For the twelve month period ended December 31, 2013, our total operating costs, excluding interest expense, were $11.5 million, or 2.2% of total assets of $514.0 million. During this same period, we incurred severance costs of $0.8 million, offset by the reversal of $0.3 million of amortization expense associated with the forfeiture of restricted stock that we included in total operating costs.
Reduced Leverage — For the twelve month period ended December 31, 2013, we reduced our outstanding borrowings under our MCG Commercial Loan Trust 2006-1, or 2006-1 Trust, by $72.9 million, reducing our borrowings under our 2006-1 Trust from $98.1 million to $25.2 million as of December 31, 2013. On January 21, 2014, we repaid and terminated our 2006-1 Trust.
Open-Market Purchases of Our Stock — For the three and twelve month periods ended December 31, 2013, we repurchased 512,100 and 1,016,739 shares of our common stock at weighted average purchase prices of $4.73 and $4.62, respectively. We acquired these shares from sellers in open market transactions. We retire these shares upon settlement, thereby reducing the number of shares issued and outstanding.
Second SBIC License — On November 8, 2013, we withdrew our application for a second license from the SBA to operate an additional subsidiary as an SBIC. We elected to withdraw our application for a second license until such time as the SBA has an opportunity to further evaluate organizational results in connection with our restructuring efforts and our position in relation to other specialty finance companies. The SBA indicated that we may petition the SBA for permission to re-file our application at a future date. The withdrawal of the license application for the second SBIC license does not impact Solutions Capital, its existing license or operations.
Outlook
In 2013, we successfully improved our operating efficiency by reducing operating costs, excluding interest expense, as a percentage of total assets from 3.6% in 2011 to 2.2%, which we believe places us in the top quartile of all BDCs. In 2014, we anticipate that our fixed-cost cash operating expenses, excluding interest and variable incentive compensation, to be approximately $10 million.  In addition, we anticipate incurring non-recurring general and administrative expenses of $1.0-2.0 million primarily related to Color Star litigation and recruitment expenses.  
During 2014, we plan to reorganize our Asset Management department to more effectively address the markets we serve and to better leverage the vertical market industry expertise we possess in healthcare, software, information services, for-profit education and consumer products, among others. We expect that the majority of our new business will continue to come from private equity sponsors operating in the lower middle-market with loan proceeds used in

33



connection with M&A, business expansion and recapitalization transactions. We will also continue to provide unitranche, second lien and subordinated debt solutions and, to a small degree, equity co-investment.
We believe that current market conditions in our primary lending markets are consistent with the peak of a credit cycle. The current supply of debt capital exceeds the demand by issuers in our markets, resulting in lower pricing and weaker contractual protections. A noteworthy development is that, in our view, many issuers in the lower middle-market can currently obtain financing on pricing and terms comparable to larger companies. As a result of these market conditions, we intend to redeploy our excess liquidity in a cautious and deliberate manner and we expect to generate, net operating income, or NOI of 25-30 cents per share for 2014. Based on our assumptions of normalized expenses and 100 basis points of yield compression, fully-deployed we expect to generate 11% yield on $470 million of total investments and to generate annual NOI of approximately 40-45 cents per share before leverage, or approximately 10-12 cents per share on a quarterly basis. Fully-deployed, we estimate that a 100 basis point change in yield on our portfolio has an approximately 7 cent per share impact on NOI.
During the two year period ending December 31, 2013, we monetized $622 million of our investment portfolio, $155 million more than our forecast resulting in lower overall earning assets and associated revenue and earnings for that period. We expect repayments of approximately $100-125 million in 2014; however, depending upon market conditions, it is possible that monetization levels could run meaningfully higher. Depending on the market, during 2014 and 2015, we expect to originate and advance approximately $100-150 million annually in new investments, which would result in full deployment of our balance sheet in the next six to eight quarters at the earliest.
On January 21, 2014, we repaid the remaining indebtedness associated with our 2006-1 Trust, thus eliminating all funded indebtedness associated with our BDC asset coverage test. Given our equity capital base of $334 million we believe that we have substantial leverage capacity available to support asset acquisition above our cash balances and provide associated incremental earnings power to the extent leverage is available.
On February 28, 2014, our board of directors approved an increase in our current stock repurchase program from $25 million to $35 million and we expect to repurchase stock at share price levels that we believe are accretive to our stockholders.
Also on February 28, 2014, our board of directors declared a 12.5 cent per share distribution to stockholders of record on March 14, 2014 and payable on March 28, 2014. We expect that our board of directors will declare distributions on a quarterly basis at a level approximating our quarterly NOI. Due to the continuing high velocity of our loan portfolio and challenging market conditions generally, subject to review and approval by our board of directors, we anticipate lowering our quarterly distributions to 7 cents per share at least for the remainder of 2014.
Access to Capital and Liquidity
At December 31, 2013, we had $91.6 million of cash and cash equivalents available for general corporate purposes, as well as $32.5 million of cash in restricted accounts related to our SBIC that we could use to fund new investments in the SBIC and $1.4 million of restricted cash held in escrow. In addition, we had $13.9 million of cash in securitization accounts, that may only be used to make interest and principal payments on our securitized borrowings or distributions to the Company in accordance with the indenture agreement.
As of December 31, 2013, we had $25.2 million of securitized Class D Notes outstanding under the 2006-1 Trust, which was secured by $76.3 million of loans and equity investments and $13.9 million of cash. We retain all of the equity in the securitization. In November 2013, we directed the trustee to redeem the remaining notes on the next quarterly payment date. On January 21, 2014, we repaid the Class D Notes in full for an aggregate redemption price of $40.3 million, of which $14.9 million was paid to us in respect of the Class D Notes we held, and the other obligations of the 2006-1 Trust were satisfied and the assets of the 2006-1 Trust were transferred to MCG, the parent.
At December 31, 2013, $150.0 million of SBA borrowings were outstanding, the maximum available under our current SBIC license.
PORTFOLIO COMPOSITION AND INVESTMENT ACTIVITY
As of December 31, 2013, the fair value of our investment portfolio was $368.9 million, which represents a $108.9 million, or 22.8%, decrease from the $477.7 million fair value as of December 31, 2012. The following sections describe the composition of our investment portfolio as of December 31, 2013 and key changes in our portfolio during the twelve months ended December 31, 2013.

34



Portfolio Composition
The following table summarizes the composition of our investment portfolio at fair value:
 
December 31, 2013
December 31, 2012
(dollars in thousands)
Investments at
Fair Value
Percent of
Total Portfolio
Investments at
Fair Value
Percent of
Total Portfolio
Debt investments
 
 
 
 
Senior secured debt
$
185,524

50.3
%
$
291,760

61.1
%
Subordinated debt
 
 
 
 
Secured
108,338

29.4

114,983

24.1

Unsecured
42,452

11.5

26,274

5.4

Total debt investments
336,314

91.2

433,017

90.6

Equity investments
 
 
 
 
Preferred equity
28,390

7.7

41,558

8.7

Common/common equivalents equity
4,169

1.1

3,149

0.7

Total equity investments
32,559

8.8

44,707

9.4

Total investments
$
368,873

100.0
%
$
477,724

100.0
%
Our debt investments bear contractual interest rates ranging from 2.5% to 15.5%, a portion of which may be in the form of payment-in-kind, or PIK, interest. As of December 31, 2013, approximately 73.3% of the fair value of our loan portfolio had variable interest rates, based on either the London Interbank Offer Rate, or LIBOR, or the prime rate, and 26.7% of the fair value of our loan portfolio had fixed interest rates. As of December 31, 2013, approximately 60.2% of our loan portfolio, at fair value, had LIBOR floors between 1.0% and 3.0% on a LIBOR based index or prime floors between 2.5% and 6.0%. At origination, our loans generally have four- to six-year stated maturities. Borrowers typically pay an origination fee based on a percentage of the total commitment and a fee on undrawn commitments.
The following table summarizes our investment portfolio by industry at fair value:
 
December 31, 2013
December 31, 2012
(dollars in thousands)
Investments
at Fair Value
Percent of
Total Portfolio
Investments at
Fair Value
Percent of
Total Portfolio
Healthcare
$
84,922

23.0
%
$
106,119

22.2
%
Business services
64,108

17.4

64,947

13.6

Education
57,905

15.7

59,783

12.5

Manufacturing
51,735

14.0

28,728

6.0

Publishing
25,312

6.9

30,646

6.4

Insurance
23,620

6.4

26,529

5.6

Restaurants
23,010

6.2

9,301

1.9

Information services
12,552

3.4

12,646

2.7

Broadcasting
12,252

3.3

25,372

5.3

Home furnishings
4,730

1.3

7,806

1.6

Consumer products
4,657

1.3

4,338

0.9

Agriculture


21,781

4.6

Auto parts


6,434

1.3

Cable


5,061

1.1

Electronics


33,361

7.0

Logistics


27,237

5.7

Other(a)
4,070

1.1

7,635

1.6

Total
$
368,873

100.0
%
$
477,724

100.0
%
______________________
(a)    No individual industry within this category exceeds 1%.
 
 
 
 
As of December 31, 2013, our ten largest portfolio companies represented approximately 54.3% of the total fair value of our investments. These ten companies accounted for 42.1% of our total revenue during the twelve months ended December 31, 2013. We originated approximately 12% of the fair value of our top ten largest portfolio investments in the fourth quarter of 2013.

35



During the twelve months ended December 31, 2013, we had concentrations in certain industries, including the healthcare, business services, education and manufacturing industries. The following table summarizes our fair value and revenue concentrations in each of those industries:
 
Investments at fair value
Revenue for the year ended
 
December 31, 2013
December 31, 2012
December 31, 2013
December 31, 2012
(dollars in thousands)
Amount
% of Total Portfolio
Amount
% of Total Portfolio
Amount
% of Total Revenue
Amount
% of Total Revenue
Industry
 
 
 
 
 
 
 
 
Healthcare
$
84,922

23.0
%
$
106,119

22.2
%
$
12,650

25.1
%
$
9,160

15.0
%
Business services
64,108

17.4

64,947

13.6

8,265

16.4

7,247

11.9

Education
57,905

15.7

59,783

12.5

6,690

13.2

5,286

8.7

Manufacturing
51,735

14.0

28,728

6.0

5,823

11.5

5,876

9.6

Total
$
258,670

70.1
%
$
259,577

54.3
%
$
33,428

66.2
%
$
27,569

45.2
%
Changes in Investment Portfolio
During the twelve months ended December 31, 2013, we made $128.1 million of originations and advances compared to $162.0 million of originations and advances during the twelve months ended December 31, 2012. The following table summarizes our total portfolio investment activity during the twelve months ended December 31, 2013 and 2012:
 
Year ended
(in thousands)
December 31
 
2013
2012
Beginning investment portfolio
$
477,724

$
741,166

Originations and advances
128,089

161,957

Gross payments, reductions and sales of securities
(210,124
)
(412,195
)
Net realized loss(a)
(21,686
)
(98,181
)
Unrealized depreciation
(14,443
)
(15,261
)
Reversals of unrealized depreciation
7,940

100,250

Origination fees and amortization of unearned income
1,373

(12
)
Ending investment portfolio
$
368,873

$
477,724

___________________________
(a) 
Net realized loss for the years ended December 31, 2013 and 2012 excludes $0.2 million and $0.4 million, respectively, of net realized loss related to other assets.

36



Originations and Advances
The following table shows our originations and advances during the twelve months ended December 31, 2013 and 2012 by security type:
 
Year ended December 31,
 
2013
2012
(dollars in thousands)
Amount
% of Total
Amount
% of Total
Debt investments
 
 
 
 
Senior secured debt
$
73,683

57.5
%
$
78,792

48.6
%
Subordinated debt
 
 
 
 
Secured
15,011

11.7

47,240

29.2

Unsecured
36,541

28.5

26,870

16.6

Total debt investments
125,235

97.7

152,902

94.4

Equity investments
 
 
 
 
Preferred equity
2,884

2.3

8,994

5.6

Common/common equivalents equity
(30
)

61


Total equity investments
2,854

2.3

9,055

5.6

Total originations and advances
$
128,089

100.0
%
$
161,957

100.0
%
The following table shows our significant originations and advances:
(in thousands)
Year ended
 
December 31, 2013
Company
Originations
Draws/
Advances
PIK Advances/ Dividends
Total
Debt
 
 
 
 
TCFI CP LLC
$
14,500

$
8,500

$
84

$
23,084

Intrafusion Holdings, Inc.
21,500



21,500

Ted's Café Escondido Holdings, Inc.
14,000



14,000

Huron Inc.
13,000


457

13,457

Community Investors, Inc.
12,300



12,300

Industrial Safety Technologies, LLC
10,000


35

10,035

Dorsey School of Business Holdings, Inc.
10,000



10,000

C7 Data Centers, Inc.

8,000


8,000

Miles Media Group, LLC

3,450


3,450

Education Management, Inc.

1,380

1,043

2,423

Cruz Bay Publishing, Inc.


1,521

1,521

SC Academy Holdings, Inc.


1,141

1,141

Other (< $1 million)

1,500

2,824

4,324

Total debt
95,300

22,830

7,105

125,235

Equity
 
 
 
 
RadioPharmacy Investors, LLC


1,719

1,719

Other (< $1 million)
300


835

1,135

Total Equity
300


2,554

2,854

Total originations and advances
$
95,600

$
22,830

$
9,659

$
128,089


37



Repayments, Sales and Other Reductions of Investment Portfolio
The following table shows our gross payments, reductions and sales of securities during the twelve months ended December 31, 2013 and 2012 by security type:
 
Year ended December 31,
 
2013
2012
(dollars in thousands)
Amount
% of Total
Amount
% of Total
Debt investments
 
 
 
 
 
 
 
 
 
Senior secured debt
$
159,065

75.7
%
$
283,463

68.7
%
Subordinated debt
 
 
 
 
Secured
20,243

9.6

51,507

12.5

Unsecured
20,144

9.6

12,189

3.0

Total debt investments
199,452

94.9

347,159

84.2

Equity investments
 
 
 
 
Preferred equity
7,669

3.7

44,439

10.8

Common/common equivalents equity
3,003

1.4

20,597

5.0

Total equity investments
10,672

5.1

65,036

15.8

Total gross payments, reductions and sales of securities
$
210,124

100.0
%
$
412,195

100.0
%
During the twelve months ended December 31, 2013 and 2012, our gross payments, reductions and sales of securities by transaction type included:  
 
Year ended December 31,
(in thousands)
2013
2012
Principal repayments, reductions and loan sales
$
164,292

$
307,044

Sale of equity investments
9,803

56,562

Scheduled principal amortization
31,779

31,119

Collection of accrued paid-in-kind interest and dividends
4,250

17,470

Total gross payments, reductions and sales of securities
$
210,124

$
412,195


38



As shown in the following table, during the twelve months ended December 31, 2013, we monetized all, or part of, 19 portfolio investments with proceeds totaling $175.0 million:
 
Year ended
 
December 31, 2013
(in thousands)
Principal Repayments and Proceeds from Loan Sales
Sale or Settlement of Equity Investments
PIK Interest and Dividend Prepayments
Total
Monetizations
 
 
 
 
NDSSI Holdings, LLC
$
29,356

$
3,217

$
831

$
33,404

Capstone Logistics, LLC
27,347



27,347

Chase Industries, Inc.
16,800



16,800

SoftLayer Technologies, Inc.
13,462



13,462

Contract Datascan Holdings, Inc.
8,234

2,300

509

11,043

Intrafusion Holdings, Inc.
10,000



10,000

Sagamore Hill Broadcasting, LLC
8,900



8,900

The Gavilon Group, LLC
8,000



8,000

Oceans Acquisition, Inc.
7,500



7,500

Virtual Radiologic Corp.
7,225



7,225

Constructions Trailer Specialists, Inc.
6,442


33

6,475

Barbri, Inc.
6,099



6,099

Gans Communications, L.P.
5,015



5,015

Other < 5 Million
9,912

3,852


13,764

Total monetizations
164,292

9,369

1,373

175,034

Other scheduled payments
31,779

434

2,877

35,090

Total gross payments, sales and other reductions of investment portfolio
$
196,071

$
9,803

$
4,250

$
210,124

The proceeds from these monetizations correlated closely with the most recently reported fair value of the associated investments.
ASSET QUALITY
Asset quality is generally a function of portfolio company performance and economic conditions, as well as our underwriting and ongoing management of our investment portfolio. In addition to various risk management and monitoring tools, we use the following investment rating system to characterize and monitor our expected level of returns on each investment in our portfolio:
Investment
Rating
Summary Description
1
Capital gain expected or realized
2
Full return of principal and interest or dividend expected with customer performing in accordance with plan
3
Full return of principal and interest or dividend expected, but customer requires closer monitoring
4
Some loss of interest or dividend expected, but still expect an overall positive internal rate of return on the investment
5
Loss of interest or dividend and some loss of principal investment expected, which would result in an overall negative internal rate of return on the investment

39



The following table shows the distribution of our investments on our 1 to 5 investment rating scale at fair value as of December 31, 2013 and 2012:
(dollars in thousands)
December 31, 2013
December 31, 2012
Investment
Rating
Investments at
Fair Value
% of Total
Portfolio
Investments at
Fair Value
% of Total 
Portfolio
1(a)
$
104,657

28.4
%
$
146,589

30.7
%
2
137,586

37.3

209,016

43.7

3
94,102

25.5

96,932

20.3

4
25,976

7.0

22,789

4.8

5
6,552

1.8

2,398

0.5

Total
$
368,873

100.0
%
$
477,724

100.0
%
_________________________
(a) 
As of December 31, 2013 and December 31, 2012, Investment Rating “1” included $83.4 million and $81.9 million, respectively, of loans to companies in which we also hold equity securities.
When one of our loans becomes more than 90 days past due, or if we otherwise do not expect the customer to be able to service its debt and other obligations, we will, as a general matter, place all or a portion of the loan on non-accrual status and will cease recognizing interest income on that loan until all principal and interest have been brought current through payment or a restructuring such that the interest income is deemed to be collectible. However, we may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection. If the fair value of a loan is below cost, we may cease recognizing PIK interest and/or the accretion of a discount on the debt investment until such time that the fair value equals or exceeds cost.
The following table summarizes the cost and fair value of loans more than 90 days past due and loans on non-accrual status:
 
COST BASIS
FAIR VALUE BASIS
 
December 31, 2013
December 31, 2012
December 31, 2013
December 31, 2012
(dollars in thousands)
Investments
at Cost
% of Loan
Portfolio
Investments
at Cost
% of Loan
Portfolio
Investments
at Fair Value
% of Loan
Portfolio
Investments
at Fair Value
% of Loan
Portfolio
Loans greater than 90 days past due
 
 
 
 
 
 
 
On non-accrual status
$
3,897

1.11
%
$
3,897

0.86
%
$

%
$

%
Total loans greater than 90 days past due
$
3,897

1.11
%
$
3,897

0.86
%
$

%
$

%
Loans on non-accrual status
 
 
 
 
 
 
 
 
0 to 90 days past due
$
17,531

4.98
%
$
12,880

2.85
%
$
4,493

1.34
%
$
607

0.14
%
Greater than 90 days past due
3,897

1.11

3,897

0.86





Total loans on non-accrual status
$
21,428

6.09
%
$
16,777

3.71
%
$
4,493

1.34
%
$
607

0.14
%

40



The following table summarizes the changes in the cost and fair value of the loans on non-accrual status from December 31, 2012 through December 31, 2013:
 
Year ended
 
December 31, 2013
(In thousands)
Cost
Fair Value
Non-accrual loan balance as of December 31, 2012
$
16,777

$
607

Additional loans on non-accrual status
 
 
Color Star Growers of Colorado, Inc. - Agriculture
13,522

13,195

Advanced Sleep Concepts, Inc. (Senior) - Home furnishings
7,204

4,493

Total additional loans on non-accrual status
20,726

17,688

Payments received on loans on non-accrual status
(621
)
(621
)
Change in unrealized gain (loss) on non-accrual loans


Reversal of previously recognized unrealized loss on non-accrual loans(a)

2,273

Realized loss on non-accrual loans(a)
(15,454
)
(15,454
)
Total change in non-accrual loans
4,651

3,886

Non-accrual loan balance as of December 31, 2013
$
21,428

$
4,493

_________________________
(a) 
Represents the reversal of previously recognized unrealized loss and recognition of realized loss on the non-accrual loans attributed to Color Star and Advanced Sleep Concepts, Inc. and reversal of previously recognized unrealized gain and recognition of realized gain on the non-accrual loan attributed to CWP/RMK Acquisition Corp.
COMPARISON OF THE YEARS ENDED DECEMBER 31, 2013 AND 2012
The following table summarizes the components of our net income for the twelve months ended December 31, 2013 and 2012:
 
Years ended
 
 
December 31,
Variance
(dollars in thousands)
2013
2012
$
Percentage
Revenue
 
 
 
 
Interest and dividend income
 
 
 
 
Interest income
$
43,106

$
50,775

$
(7,669
)
(15.1
)%
Dividend income
2,554

3,688

(1,134
)
(30.7
)
Loan fees
3,165

3,236

(71
)
(2.2
)
Total interest and dividend income
48,825

57,699

(8,874
)
(15.4
)
Advisory fees and other income
1,660

3,294

(1,634
)
(49.6
)
Total revenue
50,485

60,993

(10,508
)
(17.2
)
Operating expenses
 
 
 
 
Interest expense
9,087

15,103

(6,016
)
(39.8
)
Employee compensation
 
 
 
 
Salaries and benefits
4,928

10,956

(6,028
)
(55.0
)
Amortization of employee restricted stock
1,179

2,076

(897
)
(43.2
)
Total employee compensation
6,107

13,032

(6,925
)
(53.1
)
General and administrative expense
5,381

13,983

(8,602
)
(61.5
)
Restructuring expense
14

69

(55
)
(79.7
)
Total operating expense
20,589

42,187

(21,598
)
(51.2
)
Net operating income before net investment loss, loss on extinguishment of debt and income tax provision
29,896

18,806

11,090

59.0

Net investment loss before income tax provision
(28,594
)
(13,299
)
(15,295
)
115.0

Loss on extinguishment of debt before income tax provision

(174
)
174

(100.0
)
Income tax provision
126

335

(209
)
(62.4
)
Net income
$
1,176

$
4,998

$
(3,822
)
(76.5
)
NM=Not Meaningful
 
 
 
 

41




TOTAL REVENUE
Total revenue includes interest and dividend income, loan fees, advisory fees and other income. The following sections describe the reasons for the variances in each major component of our revenue during the twelve months ended December 31, 2013 from the twelve months ended December 31, 2012.
INTEREST INCOME
The level of interest income that we earn depends upon the level of interest-bearing investments outstanding during the period, as well as the weighted-average yield on these investments. During the twelve months ended December 31, 2013, the total yield on our average debt portfolio at fair value was 12.2% compared to 11.3% during the twelve months ended December 31, 2012. The weighted-average yield varies each period because of changes in the composition of our portfolio of debt investments, changes in stated interest rates, accelerations of unearned fees on paid-off/restructured loans and the balance of loans on non-accrual status for which we are not accruing interest.
The following table shows the various components of the total yield on our average debt portfolio at fair value for the twelve months ended December 31, 2013 and 2012:
 
Year ended
 
December 31
 
2013
2012
Average 90-day LIBOR
0.3
 %
0.4
 %
Spread to average LIBOR on average loan portfolio
11.9

10.9

Impact of fee accelerations of unearned fees on paid/restructured loans
0.3

0.4

Impact of non-accrual loans
(0.3
)
(0.4
)
Total yield on average loan portfolio
12.2
 %
11.3
 %
During the twelve months ended December 31, 2013, interest income was $43.1 million, compared to $50.8 million during the twelve months ended December 31, 2012, which represented a $7.7 million, or 15.1%, decrease. This decrease reflected (i) a $11.5 million decrease resulting from a 21.0% decrease in our average loan balance, (ii) a $1.8 million decrease due to interest rate floors, (iii) a $0.8 million decrease related to the decrease in LIBOR and (iv) a $0.7 million decrease resulting from loans that were on non-accrual status during the twelve months ended December 31, 2013 but that had been accruing interest during the twelve months ended December 31, 2012. These decreases were partially offset by a $7.1 million increase in interest income resulting from a 1.3% increase in our net spread to LIBOR.
PIK Income
Interest income includes certain amounts that we have not received in cash, such as PIK interest. PIK interest represents contractually deferred interest that is added to the principal balance of the loan and compounded if not paid on a current basis. Borrowers may in some instances be required to prepay PIK because of certain contractual provisions or they may choose to prepay; however, more typically, PIK is paid at the end of the loan term. The following table shows the PIK-related activity for the twelve months ended December 31, 2013 and 2012, at cost:
 
Year ended
 
December 31
(in thousands)
2013
2012
Beginning PIK loan balance
$
9,043

$
15,653

PIK interest earned during the period
6,480

5,253

Interest receivable converted to PIK
605


Payments received from PIK loans
(3,381
)
(8,996
)
PIK converted from (to) other securities

3,143

Realized loss
(615
)
(6,010
)
Ending PIK loan balance
$
12,132

$
9,043

As of December 31, 2013, all of our PIK loans were accruing interest and, as of December 31, 2012, we were not accruing interest on $0.4 million of the ending PIK loan balance, at cost. During the twelve months ended December 31,

42



2013, the payments received on PIK loans, included $1.0 million collected in conjunction with the partial repayment of our investment in Education Management, Inc., as well as $0.8 million and $0.5 million collected in conjunction with the repayments in full of our investments in NDSSI Holdings, LLC and Contract Datascan Holdings, Inc., respectively. The payments received from PIK loans during the twelve months ended December 31, 2012, included $2.9 million from Jet Plastica Investors, LLC, $1.8 million from GSDM Holdings Corp. and $1.3 million from Coastal Sunbelt Holding, Inc.
DIVIDEND INCOME
We accrete dividends on equity investments with stated dividend rates as they are earned, to the extent that we believe the dividends will be paid ultimately and the associated portfolio company has sufficient value to support the accretion. We recognize dividends on our other equity investments when we receive the dividend payment. Our dividend income varies from period to period because of changes in the size and composition of our equity investments, the yield from the investments in our equity portfolio and the ability of the portfolio companies to declare and pay dividends. During the twelve months ended December 31, 2013 and 2012, we recognized dividend income of $2.6 million and $3.7 million, respectively. In addition, during the twelve months ended December 31, 2013 and 2012, we received payments on accrued dividends of $0.9 million and $8.5 million, respectively. As of December 31, 2013, the balance of accrued dividends was $10.9 million.
ADVISORY FEES AND OTHER INCOME
Advisory fees and other income primarily include fees related to prepayment, advisory and management services, equity structuring, syndication, bank interest and other income. Generally, advisory fees and other income relate to specific transactions or services and, therefore, may vary from period to period depending on the level and types of services provided. During the twelve months ended December 31, 2013, we earned $1.7 million of advisory fees and other income, which represented a $1.6 million, or 49.6%, decrease from the twelve months ended December 31, 2012. This decrease resulted from a decrease in prepayment premiums of $1.6 million during 2013.
TOTAL OPERATING EXPENSES
Total operating expenses include interest, employee compensation and general and administrative expenses. The reasons for these variances are discussed in more detail below.
INTEREST EXPENSE
During the twelve months ended December 31, 2013, we incurred $9.1 million of interest expense, which represented a $6.0 million, or 39.8%, decrease from the same period in 2012. Our average cost to borrow decreased from 4.60% during the year ended December 31, 2012 to 4.46% during the year ended December 31, 2013, principally due to a decrease in the amortization of deferred financing costs (from $5.6 million to $1.2 million), offset by the repayment of securitized debt in our 2006-1 Trust, which carried interest rates ranging from L+0.33% to L+2.25%.
During the year ended December 31, 2013, our averaging borrowings declined to approximately $201 million from an average of approximately $324 million for the same period in 2012, which accounted for a $4.9 million reduction in our interest expense. In addition, interest expense decreased by $4.4 million related to decreased amortization of debt issuance costs and $0.5 million due to a decrease in the average LIBOR rate from 0.43% to 0.27%. These decreases were offset by $3.8 million attributable to the spread to LIBOR increasing from approximately 2.46% to 3.63%.
We recognized $1.2 million in deferred financing costs during the twelve months ended December 31, 2013, down $4.4 million from 2012. The decrease is primarily attributable to $2.9 million in deferred financing fees related to our SunTrust Warehouse financing facility which terminated in 2012.
EMPLOYEE COMPENSATION
Employee compensation expense includes base salaries and benefits, variable annual incentive compensation and amortization of employee stock awards. During the twelve months ended December 31, 2013, our employee compensation expense was $6.1 million, which represented a $6.9 million, or 53.1%, decrease from the same period in 2012. Our salaries and benefits decreased by $6.0 million, or 55.0%, due to a $3.9 million decrease in incentive

43



compensation and a $2.2 million decrease in salaries and benefits primarily resulting from our operational realignment. As of December 31, 2013, we had 17 employees compared to 21 employees as of December 31, 2012.
During the twelve months ended December 31, 2013, we recognized $1.2 million of compensation expense related to employee restricted stock awards, a decrease of $0.9 million from the same period in 2012. The decrease in amortization of restricted stock awards resulted from a decrease of $0.3 million due to forfeitures of restricted stock awards, a decrease of $0.3 million due to accelerated amortization of awards related to employees whose employment was terminated, and a decrease of $0.3 million due to the expiration of the requisite service period for stock awards net of the amortization of new awards.
GENERAL AND ADMINISTRATIVE
During the twelve months ended December 31, 2013, general and administrative expense was $5.4 million, which represented an $8.6 million, or 61.5%, decrease compared to the same period in 2012. General and administrative expense for 2012 included $4.8 million in transition costs, including $3.3 million in severance related expenses and $1.5 million in costs to move our corporate headquarters and improve our information technology systems. In addition, the decrease in general and administrative expense reflected (i) a $2.2 million decrease due to reduced occupancy and other costs for our new corporate office space, (ii) a $0.6 million decrease due to reduced directors and officers insurance costs, (iii) a $0.4 million decrease in board of directors fees, (iv) a $0.4 million decrease in legal fees related to portfolio litigation, (v) a $0.3 million decrease in data processing costs related to our loan servicing system, (vi) a $0.3 million decrease in professional consulting services for corporate and investment related services, (vii) a $0.1 million decrease in professional consulting services for information technology related matters, and (viii) a $0.1 million decrease in telecommunications costs. These decreases were partially offset by a $0.8 million increase in severance costs related to employee terminations in the third quarter of 2013.
NET INVESTMENT (LOSS) GAIN BEFORE INCOME TAX PROVISION
During the twelve months ended December 31, 2013, we incurred $28.6 million of net investment losses before income tax provision, compared to $13.3 million during the same period in 2012. These amounts represent the total of net realized gains and losses, net unrealized (depreciation) appreciation, and reversals of unrealized (appreciation) depreciation. We reverse unrealized (appreciation) depreciation at the time that we realize the gain or loss. The following table summarizes our realized and unrealized (loss) and gain on investments and changes in our unrealized appreciation and depreciation on investments for the twelve months ended December 31, 2013:
 
 
Year ended December 31, 2013
(in thousands)
Industry
Type
Realized
Gain/(Loss)
Unrealized (Depreciation)/
Appreciation
Reversal of
Unrealized
Depreciation/
(Appreciation)
Net
(Loss)/
Gain
Portfolio Company
Color Star Growers of Colorado, Inc.
Agriculture
Non-Affiliate
$
(13,522
)
$
(327
)
$
327

$
(13,522
)
Virtual Radiologic Corporation
Healthcare
Non-Affiliate
(6,298
)
(3,341
)
4,841

(4,798
)
RadioPharmacy Investors, LLC
Healthcare
Control

(4,655
)

(4,655
)
G&L Investment Holdings, LLC
Insurance
Non-Affiliate

(3,870
)

(3,870
)
Education Management, Inc.
Education
Affiliate

(3,627
)

(3,627
)
Advanced Sleep Concepts, Inc.
Home Furnishings
Non-Affiliate
(3,424
)
(2,381
)
3,249

(2,556
)
Maverick Healthcare Equity, LLC
Healthcare
Non-Affiliate

(1,144
)

(1,144
)
Miles Media Group, LLC
Business Services
Affiliate
2,877

1,192

(1,170
)
2,899

C7 Data Centers, Inc.
Business Services
Affiliate

1,114


1,114

Other (< $1 million net gain (loss))
 
 
(1,523
)
2,395

693

1,565

Total
 
 
$
(21,890
)
$
(14,644
)
$
7,940

$
(28,594
)
In December 2013, Color Star filed a voluntary pre-packaged chapter 11 plan to sell substantially all of Color Star's assets, which was approved by the U.S. Bankruptcy Court and became effective in January 2014. The proceeds from the sale were less than the claims senior to our subordinate debt investment, resulting in a realized loss of $13.5 million.

44



We received $7.2 million from the sale of our debt investment in Virtual Radiologic Corporation, which resulted in a $6.3 million realized loss and a reversal of previously unrealized depreciation of $4.8 million.
We recorded $4.7 million of unrealized depreciation on our investment in RadioPharmacy Investors, LLC due to an increased cost basis related to preferred dividends and to reflect a decrease in the performance of that company.
During 2013, we recorded $3.9 million of unrealized depreciation on our investment in G&L Investment Holdings, LLC, to reflect proceeds from the January 2014 sale of our preferred and common stock investment.
We recorded $3.6 million of unrealized depreciation on our investment in Education Management, Inc. to reflect a decrease in the performance of that company and the exchange, in the fourth quarter of 2013, of $5.0 million of principal of our senior debt investment for a new class of preferred stock of Education Management, Inc.
During 2013, we wrote off our preferred and common equity investments in Advanced Sleep Concepts, Inc. resulting in a realized loss of $3.4 million and a reversal of previously recorded unrealized depreciation of $3.2 million. In addition, we recorded $2.4 million of unrealized depreciation on our investment in Advanced Sleep Concepts, Inc. to reflect a decrease in the performance of that company.
We recorded $1.1 million of unrealized depreciation on our investment in Maverick Healthcare Equity, LLC to reflect a decrease in the performance of that company.
We received $3.0 million for the sale of our equity investment in Miles Media Group, LLC, which resulted in a $2.9 million realized gain and a reversal of previously unrealized appreciation of $1.2 million.
We recorded $1.1 million of unrealized appreciation on our investment in C7 Data Centers, Inc. to reflect improvement in the company's performance and the value indicated by the recent sale of new preferred stock of C7 Data Centers, Inc. to third parties.
The remaining unrealized depreciation and appreciation shown in the above table resulted predominantly from a change in the performance of certain of our portfolio companies and the multiples used to value certain of our investments.
The following table summarizes our realized and unrealized (loss) and gain on investments and changes in our unrealized appreciation and depreciation on investments for 2012:
 
 
Year ended December 31, 2012
(in thousands)
Industry
Type
Realized
Gain/(Loss)
Unrealized (Depreciation)/
Appreciation
Reversal of
Unrealized
Depreciation/
(Appreciation)
Net
(Loss)/
Gain
Portfolio Company
Broadview Networks Holdings, Inc.
Communications
Control
$

$
(9,789
)
$

$
(9,789
)
Advanced Sleep Concepts, Inc.
Home Furnishings
Affiliate

(6,046
)

(6,046
)
Orbitel Holdings, LLC
Cable
Control
(2,171
)
(1,966
)
805

(3,332
)
RadioPharmacy Investors, LLC
Healthcare
Control

(1,734
)

(1,734
)
Education Management, Inc.
Education
Non-Affiliate

(1,387
)

(1,387
)
GSDM Holdings, LLC
Healthcare
Non-Affiliate
1,463

(849
)
(1,976
)
(1,362
)
Stratford School Holdings, Inc.
Education
Affiliate
16,370

(99
)
(13,056
)
3,215

NPS Holding Group, LLC
Business Services
Control
(12,930
)
2,414

12,715

2,199

Jet Plastica Investors, LLC
Plastic Products
Control
(90,802
)
1,385

91,288

1,871

Intran Media, LLC
Other Media
Control
(12,785
)