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8-K - 8-K - Barings BDC, Inc.a201412318k.htm


Exhibit 99.1    
3700 Glenwood Ave., Ste. 530 Raleigh, NC 27612

TRIANGLE CAPITAL CORPORATION REPORTS FOURTH
QUARTER AND FULL YEAR 2014 RESULTS

RALEIGH, NC - March 2, 2015, Triangle Capital Corporation (NYSE: TCAP) (“Triangle” or the “Company”), a leading provider of capital to lower middle market companies, today announced its financial and operating results for the fourth quarter of 2014 and the full year of 2014.

Fourth Quarter 2014 Highlights

Total Investment Portfolio: $887.2 million
Total Net Assets (Equity): $530.8 million
Net Asset Value Per Share (Book Value): $16.11
Weighted Average Yield on Debt Investments: 13.0%
Efficiency Ratio (G&A Expenses/Total Investment Income): 22.7%
Investment Portfolio Activity for the Quarter Ended December 31, 2014
Cost of investments made during the period: $129.0 million
Principal repayments (excluding PIK interest repayments) during the period: $45.0 million
Proceeds related to the sale of equity investments during the period: $22.1 million
Non-Accrual Assets as a Percentage of Total Portfolio Cost/Fair Value: 5.8% / 3.0%
Financial Results for the Quarter Ended December 31, 2014
Total investment income: $30.7 million
Net investment income: $18.1 million
Net investment income per share: $0.55
Regular quarterly dividend per share: $0.54
Supplemental dividend per share: $0.05
Net realized losses: $3.2 million
Net increase in net assets resulting from operations: $0.5 million
Net increase in net assets resulting from operations per share: $0.01

Full Year 2014 Highlights

Efficiency Ratio (G&A Expenses/Total Investment Income): 20.4%
Investment Portfolio Activity for the Year Ended December 31, 2014
Cost of investments made during the period: $474.6 million
Principal repayments (excluding PIK interest repayments) during the period: $170.6 million
Proceeds related to the sale of equity investments during the period: $51.5 million
Financial Results for the Year Ended December 31, 2014
Total investment income: $104.5 million
Net investment income: $62.0 million
Net investment income per share: $2.08
Regular quarterly dividends per share: $2.16
Supplemental dividends per share: $0.40
Net realized gains: $13.6 million





Net increase in net assets resulting from operations: $28.4 million
Net increase in net assets resulting from operations per share: $0.95

In commenting on the Company’s results, Garland S. Tucker, III, Chairman and Chief Executive Officer, stated, “The fourth quarter represented a strong end to the year for Triangle Capital.  We remained active in the investing market, we generated a record amount of investment income, and we generated $0.55 per share of net investment income.  As we move into 2015 we are pleased with the quality of our investment portfolio, the strength of our balance sheet, and the opportunities we see across the lower middle market.”

Fourth Quarter 2014 Results

Total investment income during the fourth quarter of 2014 was $30.7 million, compared to total investment income of $22.0 million for the fourth quarter of 2013, representing an increase of 39.4%. The Company’s increase in investment income was primarily attributable to a year-over-year increase in the size of our investment portfolio as well as an increase in non-recurring fee and dividend income of $3.5 million from December 31, 2013 to December 31, 2014. These increases were partially offset by a $1.9 million decrease in investment income relating to non-accrual assets and a decrease in the weighted average yield on debt investments from December 31, 2013 to December 31, 2014.

Net investment income during the fourth quarter of 2014 was $18.1 million, compared to net investment income of $13.2 million for the fourth quarter of 2013, representing an increase of 36.7%. Net investment income per share during the fourth quarter of 2014 was $0.55, based on weighted average shares outstanding during the quarter of 32.9 million, compared to $0.48 per share during the fourth quarter of 2013, based on weighted average shares outstanding of 27.7 million.

The Company’s net increase in net assets resulting from operations was $0.5 million during the fourth quarter of 2014, compared to $17.8 million during the fourth quarter of 2013. The Company’s net increase in net assets resulting from operations was $0.01 per share during the fourth quarter of 2014, based on weighted average shares outstanding of 32.9 million, compared to $0.64 per share during the fourth quarter of 2013, based on weighted average shares outstanding of 27.7 million.

Full Year 2014 Results

For the year ended December 31, 2014, total investment income was $104.5 million, compared to total investment income of $101.0 million for the year ended December 31, 2013, representing an increase of 3.4%. The increase was primarily due to (i) higher average portfolio loan balances from December 31, 2013 to December 31, 2014 and (ii) an increase in non-recurring dividend income of $2.3 million. These increases were partially offset by a decrease in non-recurring fee income of $2.0 million, a $4.2 million decrease in investment income relating to non-accrual assets and a decrease in the weighted average yield on our debt investments from December 31, 2013 to December 31, 2014.

Net investment income for 2014 was $62.0 million, compared to net investment income of $61.5 million during 2013, representing an increase of 0.8%. Net investment income per share during 2014 was $2.08, based on a weighted average share count of 29.8 million, compared to $2.23 per share during 2013, based on a weighted average share count of 27.6 million.

The Company’s net increase in net assets resulting from operations during the year ended December 31, 2014, was $28.4 million, compared to $81.2 million for the year ended December 31, 2013. The Company’s net increase in net assets resulting from operations was $0.95 per share during 2014, based on the Company’s weighted average shares outstanding of 29.8 million, compared to $2.94 per share in 2013, based on the Company’s weighted average shares outstanding of 27.6 million.

The Company’s net asset value per share at December 31, 2014, was $16.11, based on total shares outstanding at December 31, 2014, of 33.0 million, compared to the Company’s net asset value per share at December 31,





2013, of $16.10, based on total shares outstanding at December 31, 2013, of 27.7 million. As of December 31, 2014, the Company’s weighted average yield on all of its outstanding debt investments (other than non-accrual debt investments) was 13.0%, compared to 14.1% at December 31, 2013.

Liquidity and Capital Resources

Commenting on the Company’s liquidity position, Steven C. Lilly, Chief Financial Officer of the Company, stated, “Triangle has further strengthened its balance sheet over the last several months, issuing additional equity and long-term fixed-rate debt to fund our growing investment portfolio.  Including the effects of our recent bond offering, we have approximately $265 million of available liquidity to support new investment opportunities in 2015.”

At December 31, 2014, the Company had cash and cash equivalents totaling $78.8 million and $102.4 million of available borrowing capacity under its $165.0 million senior credit facility.

As of December 31, 2014, the Company had outstanding non-callable, fixed-rate Small Business Administration (“SBA”) guaranteed debentures totaling $224.8 million with a weighted average interest rate of 4.03%.

In February 2015, the Company sold, in an underwritten public offering, $86.3 million in aggregate principal amount of 6.375% notes due 2022 resulting in net proceeds to the Company, after underwriting discounts and offering expenses, of $83.3 million. The notes will mature on March 15, 2022, and may be redeemed in whole or in part at any time or from time to time at the Company's option on or after March 15, 2018. The notes bear interest at a rate of 6.375% per year payable quarterly on March 15, June 15, September 15 and December 15 of each year, beginning March 15, 2015.

Dividend Information

On February 25, 2015, Triangle announced that its board of directors had declared cash dividends totaling $0.59 per share, consisting of a regular quarterly dividend of $0.54 per share and a supplemental dividend of $0.05 per share. The regular quarterly dividend was the Company’s 33rd consecutive quarterly dividend since its initial public offering in February, 2007. The record date for both the regular quarterly dividend and the supplemental dividend is March 11, 2015, and the payment date is March 25, 2015.

As previously announced, Triangle intends to pay shareholders an additional $0.05 per share on a quarterly basis ($0.20 per share on an annual basis) for at least the next three years beginning with the third quarter of 2014. The supplemental dividends are expected to be declared and paid in connection with, and in addition to, Triangle’s regular quarterly dividends.

Recent Portfolio Activity

During the year ended December 31, 2014, the Company made twenty eight new investments, including recapitalizations of existing portfolio companies, totaling $429.7 million, additional debt investments in eleven existing portfolio companies totaling $37.6 million and additional equity investments in six existing portfolio companies totaling $7.3 million. The Company had sixteen portfolio company loans repaid at par totaling $150.5 million, which resulted in realized gains totaling $0.8 million, and received normal principal repayments, partial loan prepayments and PIK interest repayments totaling $30.9 million. The Company converted debt investments in two portfolio companies into equity investments and recognized net realized losses on such conversions totaling $11.0 million. The Company wrote-off investments in five portfolio companies and recognized realized losses on the write-offs of $13.9 million. In addition, the Company received proceeds related to the sales of certain equity securities totaling $51.5 million and recognized net realized gains on such sales totaling $37.7 million.

New investment transactions which occurred during the fourth quarter of 2014 are summarized as follows:






In October, 2014, the Company made a $15.5 million investment in Halcyon Healthcare (“Halcyon”) consisting of unitranche debt and equity. Halcyon, based in Atlanta, Georgia, is a provider of hospice services.

In October, 2014 the Company made a $24.0 million subordinated debt investment in DialogDirect, Inc. (“DialogDirect”) as part of a recapitalization financing. DialogDirect is a business process outsourcing provider that specializes in printing, fulfillment and call center services.

In October, 2014, the Company made a $0.2 million investment in Nautic Partners VII, LP (“Nautic”). Nautic is a private equity fund that focuses on change-of-control financing.

In November, 2014, the Company made a  $24.5 million investment in Orchid Underwriters Agency, LLC ("Orchid") consisting of subordinated debt and equity. Orchid is a specialty underwriter of excess and surplus insurance for high-value properties in U.S. and Caribbean coastal regions.

In November, 2014, the Company made an $11.6 million investment in TGaS Advisors ("TGaS") consisting of unitranche debt and equity. TGaS provides benchmarking services and other information advisory solutions to pharmaceutical companies.

In November, 2014, the Company made a $35.0 million unitranche debt investment in Gilchrist & Soames ("G&S"). G&S designs, manufactures and supplies personal care products to the luxury hospitality market.

New portfolio investments subsequent to quarter end are summarized as follows:

In January, 2015, the Company made a $22.0 million investment in Nomacorc, LLC (“Nomacorc”) consisting of subordinated debt and equity. Nomacorc, a North Carolina based company, is the world’s largest producer of synthetic wine corks.

In February, 2015, the Company made a $32.1 million investment in NB Products, Inc. (“NBP”) consisting of subordinated debt and equity. NBP is a designer and distributor of branded and private label products, primarily high-performance work apparel and accessories.

Annual Meeting of Stockholders

The 2015 Annual Meeting of Stockholders of Triangle Capital Corporation will be held at the Woman’s Club of Raleigh, 3300 Woman’s Club Drive, Raleigh, North Carolina 27612 on Wednesday, May 6, 2015, at 8:30 a.m. (Eastern Time) for stockholders of record as of the close of business on February 27, 2015.

Conference Call to Discuss Fourth Quarter and Full Year 2014 Results

Triangle has scheduled a conference call to discuss fourth quarter and full year 2014 operating and financial results for Monday, March 2, 2015, at 9:00 a.m. (Eastern Time).

To listen to the call, please dial 877-312-5521 or 253-237-1143 approximately 10 minutes prior to the start of the call. A taped replay will be made available approximately two hours after the conclusion of the call and will remain available until March 6, 2015. To access the replay, please dial 855-859-2056 or 404-537-3406 and enter the passcode 76962093.

Triangle’s quarterly and annual results conference call will also be available via a live webcast on the investor relations section of its website at http://ir.tcap.com/events.cfm. Access the website 15 minutes prior to the start of the call to download and install any necessary audio software. An archived webcast replay will be available on the Company's website until March 30, 2015.






About Triangle Capital Corporation

Triangle Capital Corporation (www.TCAP.com) invests capital in established companies in the lower middle market to fund growth, changes of control and other corporate events. Triangle offers a wide variety of investment structures with a primary focus on mezzanine financing with equity components. Triangle’s investment objective is to seek attractive returns by generating current income from debt investments and capital appreciation from equity related investments. Triangle’s investment philosophy is to partner with business owners, management teams and financial sponsors to provide flexible financing solutions. Triangle typically invests $5.0 million - $35.0 million per transaction in companies with annual revenues between $20.0 million and $200.0 million and EBITDA between $3.0 million and $35.0 million.

Triangle has elected to be treated as a business development company under the Investment Company Act of 1940 ("1940 Act"). Triangle is required to comply with a series of regulatory requirements under the 1940 Act as well as applicable NYSE, federal and state laws and regulations. Triangle has elected to be treated as a regulated investment company under the Internal Revenue Code of 1986. Failure to comply with any of the laws and regulations that apply to Triangle could have a material adverse effect on Triangle and its stockholders.

Forward Looking Statements

This press release may contain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any such statements, other than statements of historical fact, are likely to be affected by other unknowable future events and conditions, including elements of the future that are or are not under the Company's control, and that the Company may or may not have considered; accordingly, such statements cannot be guarantees or assurances of any aspect of future performance. Actual developments and results are highly likely to vary materially from these estimates and projections of the future and some of these uncertainties are enumerated in Triangle’s filings with the Securities and Exchange Commission. Certain factors that could cause actual results to differ materially from those contained in the forward-looking statements are included in our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, each as filed with the Securities and Exchange Commission. Copies are available on the SEC’s website at www.sec.gov and stockholders may receive a hard copy of the completed audited financial statements free of charge upon request to the Company at 3700 Glenwood Avenue, Suite 530, Raleigh, NC 27612. Such statements speak only as of the time when made, and the Company undertakes no obligation to update any such statement now or in the future.

Contacts

Sheri Blair Colquitt
Vice President, Investor Relations
919-719-4784
scolquitt@tcap.com

Steven C. Lilly
Chief Financial Officer
919-719-4789
slilly@tcap.com








TRIANGLE CAPITAL CORPORATION
Consolidated Balance Sheets 
 
 
December 31,
 
 
2014
 
2013
Assets:
 
 
 
 
Investments at fair value:
 
 
 
 
Non-Control / Non-Affiliate investments (cost of $717,233,688 and $528,021,069 at December 31, 2014 and 2013, respectively)
 
$
693,312,886

 
$
546,043,946

Affiliate investments (cost of $175,182,171 and $107,418,051 at December 31, 2014 and 2013, respectively)
 
178,935,236

 
107,536,534

Control investments (cost of $29,636,763 and $18,378,665 at December 31, 2014 and 2013, respectively)
 
14,975,000

 
10,792,709

Total investments at fair value
 
887,223,122

 
664,373,189

Cash and cash equivalents
 
78,759,026

 
133,304,346

Interest and fees receivable
 
7,409,105

 
5,255,760

Prepaid expenses and other current assets
 
389,105

 
831,544

Deferred financing fees
 
10,216,817

 
11,063,716

Property and equipment, net
 
108,753

 
60,525

Total assets
 
$
984,105,928

 
$
814,889,080

Liabilities:
 
 
 
 
Accounts payable and accrued liabilities
 
$
7,144,673

 
$
7,493,928

Interest payable
 
3,365,237

 
3,017,645

Taxes payable
 
2,506,031

 
1,064,544

Deferred income taxes
 
3,363,669

 
3,514,376

Borrowings under Credit Facility
 
62,619,883

 
11,221,246

Notes
 
149,500,000

 
149,500,000

SBA-guaranteed debentures payable
 
224,779,806

 
193,285,211

Total liabilities
 
453,279,299

 
369,096,950

Commitments and contingencies
 
 
 
 
Net Assets:
 
 
 
 
Common stock, $0.001 par value per share (150,000,000 shares authorized,
 32,950,288 and 27,697,483 shares issued and outstanding as of December 31, 2014 and 2013, respectively)
 
32,950

 
27,697

Additional paid in capital
 
542,119,994

 
409,042,893

Investment income in excess of distributions
 
12,926,514

 
8,610,735

Accumulated realized gains on investments
 
12,464,699

 
20,665,371

Net unrealized appreciation (depreciation) of investments
 
(36,717,528
)
 
7,445,434

Total net assets
 
530,826,629

 
445,792,130

Total liabilities and net assets
 
$
984,105,928

 
$
814,889,080

Net asset value per share
 
$
16.11

 
$
16.10











TRIANGLE CAPITAL CORPORATION
Consolidated Statements of Operations

 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Investment income:
 
 
 
 
 
 
Loan interest, fee and dividend income:
 
 
 
 
 
 
Non-Control / Non-Affiliate investments
 
$
71,236,560

 
$
71,521,118

 
$
61,903,487

Affiliate investments
 
16,431,960

 
12,022,682

 
12,835,193

Control investments
 
1,067,743

 
190,609

 
210,019

Total loan interest, fee and dividend income
 
88,736,263

 
83,734,409

 
74,948,699

Payment-in-kind interest income:
 
 
 
 
 
 
Non-Control / Non-Affiliate investments
 
12,157,132

 
12,661,244

 
11,486,261

Affiliate investments
 
3,368,546

 
4,335,276

 
3,421,855

Control investments
 
12,071

 
23,975

 
80,502

Total payment-in-kind interest income
 
15,537,749

 
17,020,495

 
14,988,618

Interest income from cash and cash equivalent investments
 
237,671

 
273,461

 
431,150

Total investment income
 
104,511,683

 
101,028,365

 
90,368,467

Operating expenses:
 
 
 
 
 
 
Interest and other financing fees
 
21,180,153

 
20,234,583

 
16,412,898

General and administrative expenses
 
21,315,182

 
19,264,885

 
16,293,172

Total operating expenses
 
42,495,335

 
39,499,468

 
32,706,070

Net investment income
 
62,016,348

 
61,528,897

 
57,662,397

Realized and unrealized gains (losses) on investments and foreign currency borrowings:
 
 
 
 
 
 
Net realized gains (losses):
 
 
 
 
 
 
Non-Control / Non-Affiliate investments
 
7,396,233

 
15,882,401

 
3,869,571

Affiliate investments
 
7,732,820

 
4,828,062

 
1,953,166

Control investments
 
(1,497,725
)
 
(2,290,919
)
 
838,039

Net realized gains (losses)
 
13,631,328

 
18,419,544

 
6,660,776

Net unrealized appreciation (depreciation):
 
 
 
 
 
 
Investments
 
(45,234,198
)
 
1,811,265

 
(2,878,015
)
Foreign currency borrowings
 
1,071,236

 
404,408

 

Net unrealized appreciation (depreciation)
 
(44,162,962
)
 
2,215,673

 
(2,878,015
)
Net realized and unrealized gains (losses) on investments and foreign currency borrowings
 
(30,531,634
)
 
20,635,217

 
3,782,761

Loss on extinguishment of debt
 

 
(412,673
)
 
(829,811
)
Provision for taxes
 
(3,122,266
)
 
(539,561
)
 
(551,830
)
Net increase in net assets resulting from operations
 
$
28,362,448

 
$
81,211,880

 
$
60,063,517

Net investment income per share — basic and diluted
 
$
2.08

 
$
2.23

 
$
2.16

Net increase in net assets resulting from operations per share —basic and diluted
 
$
0.95

 
$
2.94

 
$
2.25

Dividends/distributions per share:
 


 


 


Regular quarterly dividends/distributions
 
$
2.16

 
$
2.16

 
$
2.02

Supplemental dividends/distributions
 
0.40

 

 

Total dividends/distributions
 
$
2.56

 
$
2.16

 
$
2.02

Weighted average number of shares outstanding — basic and diluted
 
29,775,099

 
27,576,302

 
26,740,776









TRIANGLE CAPITAL CORPORATION
Consolidated Statements of Cash Flows
 
 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Cash flows from operating activities:
 
 
 
 
 
 
Net increase in net assets resulting from operations
 
$
28,362,448

 
$
81,211,880

 
$
60,063,517

Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
 
 
 
 
 
 
Purchases of portfolio investments
 
(474,576,082
)
 
(174,320,204
)
 
(348,938,154
)
Repayments received/sales of portfolio investments
 
222,031,703

 
247,354,440

 
159,278,326

Loan origination and other fees received
 
7,474,178

 
2,150,794

 
5,631,915

Net realized gain on investments
 
(13,631,328
)
 
(18,419,544
)
 
(6,660,776
)
Net unrealized (appreciation) depreciation on investments
 
45,384,904

 
(3,983,185
)
 
2,164,302

Net unrealized appreciation on foreign currency borrowings
 
(1,071,236
)
 
(404,408
)
 

Deferred income taxes
 
(150,707
)
 
2,171,920

 
713,714

Payment-in-kind interest accrued, net of payments received
 
(4,717,739
)
 
(4,977,824
)
 
(5,885,069
)
Amortization of deferred financing fees
 
1,655,923

 
1,547,332

 
1,150,466

Loss on extinguishment of debt
 

 
412,673

 
829,811

Accretion of loan origination and other fees
 
(3,820,516
)
 
(3,890,192
)
 
(3,414,778
)
Accretion of loan discounts
 
(995,053
)
 
(1,484,751
)
 
(1,899,914
)
Accretion of discount on SBA-guaranteed debentures payable
 
184,595

 
180,632

 
177,075

Depreciation expense
 
48,363

 
40,151

 
33,038

Stock-based compensation
 
5,840,464

 
3,980,708

 
3,030,757

Changes in operating assets and liabilities:
 
 
 
 
 
 
Interest and fees receivable
 
(2,153,345
)
 
(2,605,582
)
 
(766,783
)
Prepaid expenses and other current assets
 
442,439

 
(428,421
)
 
220,195

Accounts payable and accrued liabilities
 
(349,255
)
 
1,088,358

 
2,288,748

Interest payable
 
347,592

 
(118,929
)
 
(385,358
)
Taxes payable
 
1,441,487

 
(2,146,445
)
 
1,808,123

Net cash provided by (used in) operating activities
 
(188,251,165
)
 
127,359,403

 
(130,560,845
)
Cash flows from investing activities:
 
 
 
 
 
 
Purchases of property and equipment
 
(96,591
)
 
(45,141
)
 
(30,269
)
Net cash used in investing activities
 
(96,591
)
 
(45,141
)
 
(30,269
)
Cash flows from financing activities:
 
 
 
 
 
 
Borrowings under SBA-guaranteed debentures payable
 
31,310,000

 

 
30,000,000

Repayments of SBA-guaranteed debentures payable
 

 
(20,500,000
)
 
(40,810,000
)
Borrowings under credit facility
 
92,469,873

 
11,625,654

 
26,000,000

Repayments of borrowings under credit facility
 
(40,000,000
)
 

 
(41,000,000
)
Proceeds from notes
 

 

 
149,500,000

Financing fees paid
 
(809,024
)
 
(700,291
)
 
(7,620,818
)
Proceeds from public stock offerings, net of expenses
 
127,730,614

 

 
77,122,974

Common stock withheld for taxes upon vesting of restricted stock
 
(2,608,031
)
 

 
(2,885,904
)
Taxes paid on deemed distribution of long-term capital gains
 

 

 
(2,494,033
)
Cash dividends/distributions paid
 
(74,290,996
)
 
(56,735,702
)
 
(51,789,022
)
Net cash provided by (used in) financing activities
 
133,802,436

 
(66,310,339
)
 
136,023,197

Net increase (decrease) in cash and cash equivalents
 
(54,545,320
)
 
61,003,923

 
5,432,083

Cash and cash equivalents, beginning of year
 
133,304,346

 
72,300,423

 
66,868,340

Cash and cash equivalents, end of year
 
$
78,759,026

 
$
133,304,346

 
$
72,300,423

Supplemental disclosure of cash flow information:
 
 
 
 
 
 
Cash paid for interest
 
$
18,330,991

 
$
17,980,390

 
$
15,075,903

Summary of non-cash financing transactions:
 
 
 
 
 
 
Dividends paid through DRIP share issuances
 
$
3,017,944

 
$
2,899,813

 
$
3,300,031