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Proc-Type: 2001,MIC-CLEAR
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UNITED
STATES
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of
Date
of Report (Date of earliest event reported):
November 3, 2005
TECHNOLOGY
INVESTMENT CAPITAL CORP.
(Exact name of
registrant as specified in its charter)
8 Sound Shore Drive, Suite 255
(Address of
principal executive offices and zip code)
Registrant's telephone number, including area
code: (203) 983-5275
Check the appropriate box below if the Form 8-K is intended
to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions: Item
2.02 Results of Operations and Financial Condition On November 3, 2005, the Company issued a press release
announcing its financial results for the three months ended September
30, 2005. The text of the press release is included as an exhibit to
this Form 8-K. Item 9.01 Financial Statements and
Exhibits. (a) Not applicable. (b) Not
applicable. (c) Exhibits. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SECURITIES AND EXCHANGE COMMISSION
the Securities Exchange Act of 1934
Maryland
000-50398
20-0118736
(State
or other jurisdiction
of incorporation)
(Commission File
Number)
(I.R.S. Employer Identification
No.)
Greenwich, CT 06830
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Exhibit
No.
Description
99.1
Press release
dated November 3,
2005
Date: November 3, 2005
TECHNOLOGY
INVESTMENT CAPITAL CORP.
By: /s/ Patrick F. Conroy
Patrick F. Conroy
Chief Financial Officer
Exhibit 99.1
TICC Declares Fourth Quarter 2005 Dividend of $0.30 per Share and Reports Earnings of $0.35 per share for the Quarter Ended September 30, 2005
GREENWICH, CT – 11/03/2005 – Technology Investment Capital Corp. (NASDAQ: TICC) announced today that its Board of Directors has declared a dividend of $0.30 per share for the fourth quarter of 2005.
The dividend is payable as follows:
• | Payable Date: December 30, 2005 |
• | Record Date: December 9, 2005 |
In addition, TICC announced today its financial results for the quarter ended September 30, 2005.
HIGHLIGHTS
• | For the three months ended September 30, 2005, we recorded net investment income of $4,480,506, or approximately $0.33 per share, and net unrealized appreciation of $239,000, or approximately $0.02 per share. In total, we had an increase in stockholders' equity of $0.35 per share for the third quarter. |
• | Investment activity for the third quarter amounted to $70.0 million, and consisted of 5 investments in new portfolio companies and 1 additional investment for an existing portfolio company. |
• | $15 million investment in senior secured notes issued by NetQuote, Inc. |
• | $15 million investment in senior secured notes with preferred stock issued by StayOnline, Inc. |
• | $20 million investment in preferred stock with warrants issued by GenuTec Business Solutions, Inc. |
• | $11 million investment in senior secured notes issued by Mortgagebot Acquisition, LLC. |
• | $7 million investment in senior unsecured notes issued by the OPTIMUS Corporation. |
• | $2 million investment in additional senior secured notes issued by Segovia, Inc. |
• | At September 30, 2005, the weighted average yield of our debt investments (excluding cash equivalents) was approximately 10.5%. |
SUBSEQUENT EVENTS
• | On October 13, 2005, we entered into an agreement amending the credit facility to increase the size from $35 million to $100 million, with Royal Bank of Canada as an additional lender under the amended credit facility. Prior to the amendment we had drawn down the full amount under this facility. |
We will host a conference call to discuss our third quarter results today, Thursday, November 3rd at 10:00 AM EDT. Please call 877-407-8031 to participate. A replay of the conference call will be available for approximately 30 days. The replay number is 877-660-6853, the account number is 286 and the access code is 172475.
The following financial statements are unaudited and without footnotes. Readers who would like additional information should obtain our Form 10-K for the period ended December 31, 2004, our Form 10-Q for the quarter ended June 30, 2005, and subsequent reports on Form 10-Q as they are filed, each of which are available on the SEC's website at www.sec.gov.
TECHNOLOGY INVESTMENT CAPITAL CORP.
BALANCE
SHEET
ASSETS
September
30, 2005 (Unaudited) |
December 31,
2004 (Audited) |
|||||||||
ASSETS | ||||||||||
Investments,
at fair value (cost: $217,573,562 @ 96/30/05; $82,124,730 @ 12/31/04) |
$ | 217,812,562 | $ | 82,124,730 | ||||||
Cash and cash equivalents | 3,431,313 | 57,317,398 | ||||||||
Cash and cash equivalents pledged to creditors | 39,939,833 | 0 | ||||||||
Interest receivable – debt investments | 1,398,518 | 489,431 | ||||||||
Interest receivable – cash and cash equivalents | 331 | 7,538 | ||||||||
Prepaid expenses | 38,12428,526 | 102,696 | ||||||||
Other assets | 45,269 | 460,666 | ||||||||
TOTAL ASSETS | $ | 262,656,352 | $ | 140,502,459 | ||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||
LIABILITIES | ||||||||||
Accrued expenses | $ | 1,913,627 | $ | 940,922 | ||||||
Accrued offering expenses | 0 | 300,000 | ||||||||
Repurchase agreement | 39,166,667 | 0 | ||||||||
Short-term borrowing under credit facility | 35,000,000 | 0 | ||||||||
Total Liabilities | 76,080,294 | 1,240,922 | ||||||||
STOCKHOLDERS' EQUITY | ||||||||||
Common stock, $0.01 par value, 100,000,000 shares authorized, and 13,463,852 and 10,157,848 issued and outstanding, respectively | 134,639 | 101,578 | ||||||||
Capital in excess of par value | 183,747,348 | 139,410,302 | ||||||||
Accumulated net investment income (loss) | 2,455,071 | (250,343 | ) | |||||||
Unrealized appreciation on investments | 239,000 | 0 | ||||||||
Total Stockholders' Equity | 186,576,058 | 139,261,537 | ||||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 262,656,352 | $ | 140,502,459 | ||||||
Net asset value per common share | $ | 13.846 | $ | 13.71 | ||||||
TECHNOLOGY INVESTMENT CAPITAL CORP.
STATEMENT OF OPERATIONS
(UNAUDITED)
Three Months Ended September 30, 2005 |
Three Months Ended September 30, 2004 |
Nine
Months Ended September 30, 2005 |
Nine
Months Ended September 30, 2004 |
|||||||||||||||
INVESTMENT INCOME | ||||||||||||||||||
Interest income — debt investments | $ | 4,725,201 | $ | 1,325,457 | $ | 11,582,635 | $ | 2,428,596 | ||||||||||
Interest income — cash and cash equivalents | 217,752 | 327,159 | 852,867 | 850,665 | ||||||||||||||
Other income | 1,556,100 | 691,921 | 3,012,369 | 1,221,921 | ||||||||||||||
Total Investment Income | 6,499,053 | 2,344,537 | 15,447,871 | 4,501,182 | ||||||||||||||
EXPENSES | ||||||||||||||||||
Salaries and benefits | 427,862 | 54,780 | 619,313 | 152,918 | ||||||||||||||
Investment advisory fees | 1,026,746 | 698,337 | 2,761,229 | 2,077,286 | ||||||||||||||
Professional fees | 294,050 | 126,500 | 923,908 | 353,596 | ||||||||||||||
Insurance | 25,318 | 20,240 | 75,318 | 60,280 | ||||||||||||||
Directors' fees | 38,250 | 32,250 | 102,750 | 102,750 | ||||||||||||||
Transfer agent and custodian fees | 23,065 | 13,900 | 71,401 | 41,139 | ||||||||||||||
Interest expense | 91,874 | 0 | 91,874 | 0 | ||||||||||||||
General and administrative | 91,382 | 51,374 | 225,610 | 136,595 | ||||||||||||||
Total Expenses | 2,018,547 | 997,381 | 4,871,403 | 2,924,564 | ||||||||||||||
NET INVESTMENT INCOME | $ | 4,480,506 | $ | 1,374,156 | $ | 10,576,468 | $ | 1,576,618 | ||||||||||
NET
UNREALIZED APPRECIATION ON INVESTMENTS |
$ | 239,000 | $ | 0 | $ | 239,000 | $ | 0 | ||||||||||
NET
INCREASE IN STOCKHOLDERS' EQUITY RESULTING
FROM OPERATIONS |
$ | 4,719,506 | $ | 1,374,156 | $ | 10,815,468 | $ | 1,576,618 | ||||||||||
Net increase in stockholders' equity resulting from operations per common share: | ||||||||||||||||||
Basic and Diluted | $ | 0.354 | $ | 0.13 | $ | 0.832 | $ | 0.16 | ||||||||||
Weighted average shares of common stock outstanding: | ||||||||||||||||||
Basic and Diluted | 13,393,082 | 10,093,067 | 13,056,977 | 10,046,048 | ||||||||||||||
TECHNOLOGY INVESTMENT CAPITAL CORP.
FINANCIAL HIGHLIGHTS
(UNAUDITED)
Three
Months Ended September 30, 2005 (Unaudited) |
Three Months Ended September 30, 2004 (Unaudited) |
Nine Months Ended September 30, 2005 (Unaudited) |
Nine
Months Ended September 30, 2004 (Unaudited) |
|||||||||||||||
Per Share Data | ||||||||||||||||||
Net asset value at beginning of period | $ | 13.74 | $ | 13.61 | $ | 13.71 | $ | 13.80 | ||||||||||
Net investment income | 0.334 | 0.13 | 0.821 | 0.16 | ||||||||||||||
Net realized and unrealized gains(1) | 0.041 | 0.01 | 0.041 | 0.00 | ||||||||||||||
Distributions from net investment income | (0.25 | ) | (0.11 | ) | (0.59 | ) | (0.32 | ) | ||||||||||
Effect of shares issued, net of offering expenses | 0.00 | 0.00 | (0.11 | ) | 0.00 | |||||||||||||
Net asset value at end of period | $ | 13.864 | $ | 13.64 | $ | 13.864 | $ | 13.64 | ||||||||||
Per share market value at beginning of period | $ | 14.80 | $ | 13.51 | $ | 15.01 | $ | 15.55 | ||||||||||
Per share market value at end of period | $ | 15.79 | $ | 13.99 | $ | 15.79 | $ | 13.99 | ||||||||||
Total return(2)(3) | 8.38 | % | (4.4 | %) | 9.13 | % | (8.0 | %) | ||||||||||
Shares outstanding at end of period | 13,463,852 | 10,125,406 | 13,463,852 | 10,125,406 | ||||||||||||||
Ratios/Supplemental Data | ||||||||||||||||||
Net assets at end of period | $ | 186,576,058 | $ | 138,101,491 | $ | 186,576,058 | $ | 138,101,491 | ||||||||||
Average net assets | $ | 184,927,207 | $ | 137,584,626 | $ | 178,271,603 | $ | 137,711,756 | ||||||||||
Ratio of expenses to average net assets – annualized | 4.3709 | % | 2.90 | % | 3.6455 | % | 2.83 | % | ||||||||||
Ratio of net investment income to average net assets – annualized | 9.6994 | % | 3.92 | % | 7.918.00 | % | 1.53 | % | ||||||||||
(1) | Includes rounding adjustment to reconcile change in net asset value per share. There were no realized or unrealized gains for the periods ended September 30, 2004. |
(2) | Amount not annualized. |
(3) | Total return equals the increase/decrease of the ending market value per share plus dividends divided by the beginning market value per share. |
About Technology Investment Capital Corp.
We are a publicly traded business development company principally engaged in providing capital to small to mid-size technology-related companies. While the structures of our financings vary, we look to invest primarily in the debt and equity of established technology-related businesses. Companies interested in learning more about financing opportunities should contact Barry Osherow at (203) 661-9572 or visit our website at www.ticc.com.
Forward-Looking Statements
This press release contains forward-looking statements subject to the inherent uncertainties in predicting future results and conditions. Any statements that are not statements of historical fact (including statements containing the words "believes," "plans," "anticipates," "expects," "estimates" and similar expressions) should also be considered to be forward-looking statements. Certain factors could cause actual results and conditions to differ materially from those projected in these forward-looking statements. These factors are identified from time to time in our filings with the Securities and Exchange Commission. We undertake no obligation to update such statements to reflect subsequent events.