8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

November 4, 2014

TICC CAPITAL CORP.

(Exact name of registrant as specified in its charter)

Maryland	000-50398	20-0188736
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer Identification No.)
of incorporation)

8 Sound Shore Drive, Suite 255

Greenwich, CT 06830

(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:

¨ 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))

Item 2.02 Results of Operations and Financial Condition

On November 4, 2014, TICC Capital Corp. issued a press release announcing its financial results for the quarter ended September 30, 2014. 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) Not applicable.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated November 4, 2014

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.

Date: November 4, 2014	TICC CAPITAL CORP.
	By: /s/ Saul B. Rosenthal
	Saul B. Rosenthal
	President

EX-99.1

Exhibit 99.1

TICC Announces Results of Operations for the Quarter Ended September 30, 2014 and

Announces Quarterly Distribution of $0.29 per Share

GREENWICH, CT – 11/04/2014 – TICC Capital Corp. (NasdaqGS: TICC) announced today its financial results for the quarter ended September 30, 2014, and a distribution of $0.29 per share for the fourth quarter of 2014.

HIGHLIGHTS

· For the quarter ended September 30, 2014, we recorded net investment income of approximately $17.5 million, or approximately $0.29 per share. Excluding the impact of a capital gains incentive fee accrual reversal of approximately $838,000, our core net investment income⁽¹⁾ was approximately $16.7 million, or approximately $0.28 per share. In the third quarter, we also recorded net realized capital losses of approximately $3.5 million and net unrealized depreciation of approximately $15.3 million. In total, we had a net decrease in net assets resulting from operations of approximately $1.3 million or approximately $0.02 per share for the third quarter.

o Total investment income for the third quarter of 2014 amounted to approximately $30.2 million, which represents an increase of approximately $0.2 million from the second quarter of 2014.

· For the quarter ended September 30, 2014, we recorded investment income from our portfolio as follows:

· approximately $13.1 million from our debt investments,

· approximately $15.2 million from our collateralized loan obligation (“CLO”) equity investments, and

· approximately $1.9 million from all other sources.

o Our weighted average credit rating on a fair value basis was 2.1 at the end of the second quarter of 2014 (compared to 2.1 at the end of the second quarter of 2014).

· Our operating expenses before the capital gains incentive fee reversal for the quarter ended September 30, 2014 were approximately $13.5 million, up from the second quarter of 2014 by approximately $0.1 million.

· The capital gains incentive fee accrual calculation for the quarter ended September 30, 2014, resulted in an accrual reversal of approximately $838,000. The capital gains incentive fee accrual, as reported under generally accepted accounting principles, is calculated on the basis of net realized and unrealized gains and losses at the end of each period. The accrued capital gains incentive fee related to the hypothetical liquidation of the portfolio (and assuming no other changes in realized or unrealized gains and losses) would only have become payable on September 30, 2014 to our investment adviser in the event of a complete liquidation of our portfolio as of period end and the termination of our Investment Advisory Agreement (“Advisory Agreement”). As of September 30, 2014, the calculation of a capital gains incentive fee, using the assumptions above, results in no liability.

The amount of the capital gains incentive fee, if any, which will actually be payable is determined in accordance with the terms of our Advisory Agreement and is calculated as of the end of each calendar year (or upon termination of the Advisory Agreement). The terms of our Advisory Agreement state that the capital gains incentive fee calculation is based on net realized gains, if any, offset by gross unrealized depreciation for the calendar year. No effect is given to gross unrealized appreciation in this calculation.

· Our Board of Directors has declared a distribution of $0.29 per share for the fourth quarter of 2014.

o Payable Date: December 31, 2014

o Record Date: December 17, 2014

· During the third quarter of 2014, we made approximately $97.6 million in additional investments. The additional investments consisted of approximately $38.0 million in corporate securities and $59.6 million in CLO equity.

o For the third quarter of 2014, we received proceeds of approximately $122.0 million from repayments, sales and amortization payments on our debt investments.

· As of September 30, 2014, the weighted average yield of our income producing investments on a cost basis was approximately 12.6%, compared with 12.2% as of June 30, 2014. At September 30, 2014, we had one investment on non-accrual status with a cost value of approximately $11.6 million.

· As of September 30, 2014, net asset value per share was $9.40 compared with the net asset value per share as of June 30, 2014 of $9.71.

· As of October 27, 2014, TICC Funding, LLC (“TICC Funding”), a special purpose vehicle and wholly-owned subsidiary of TICC Capital Corp., entered into a revolving credit facility (the “Facility”) with Citibank, N.A. In our related press release of October 28, 2014, we announced that we used part of the proceeds from the Facility to redeem all of the $101,250,000 secured notes issued by TICC CLO LLC. Subject to certain exceptions, pricing under the Facility is based on the London interbank offered rate (“LIBOR”) for an interest period equal to three months plus a spread of 1.50% per annum. The secured notes previously issued under TICC CLO LLC were based on LIBOR for an interest period of three months plus a spread of 2.25% per annum.

Pursuant to the terms of the credit agreement governing the Facility, TICC Funding has borrowed, on a revolving basis, the maximum aggregate principal amount of $150,000,000. All amounts borrowed under the Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on October 27, 2017.

⁽¹⁾ Supplemental Information Regarding Core Net Investment Income

On a supplemental basis, we provide information relating to core net investment income, which is a non-GAAP measure. This measure is provided in addition to, but not as a substitute for, net investment income. Core net investment income represents net investment income excluding our capital gains incentive fee. As the capital gains incentive fee, for generally accepted accounting purposes, is based on the hypothetical liquidation of the entire portfolio (and as any capital gains incentive fee may be non-recurring), we believe that core net investment income is a useful indicator of operations exclusive of any capital gains incentive fee. We note that such amount is excluded from the core net investment income amount presented below.

The following table provides a reconciliation of net investment income to core net investment income for the three and nine months ended September 30, 2014:

	Three Months Ended September 30, 2014						Nine Months Ended September 30, 2014
	Amount			Per Share Amounts			Amount			Per Share Amounts
Net investment income	$	17,520,528		$	0.291		$	52,695,296		$	0.904
Capital gains incentive fee		(837,963	)		(0.014	)		(3,872,853	)		(0.066	)
Core net investment income	$	16,682,565		$	0.277		$	48,822,443		$	0.838

We will host a conference call to discuss our third quarter results today, Tuesday, November 4, 2014 at 10:00 AM ET. Please call 888-339-0740 to participate. A replay of the conference call will be available for approximately 30 days. The replay number is 877-344-7529, and the replay passcode is 10054975.

A presentation containing further detail regarding our year-end and quarterly results of operations has been posted under the Investor Relations section of our website at www.ticc.com.

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, 2013, and subsequent reports on Form 10-Q as they are filed.

TICC CAPITAL CORP.

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

	September 30, 2014			December 31, 2013
ASSETS
Non-affiliated/non-control investments (cost: $923,914,673 @ 9/30/14; $901,728,071 @ 12/31/13)	$	923,317,755		$	915,546,744
Affiliated investments (cost: $4,217,122 @ 9/30/14; $0 @ 12/31/13)		4,001,877			-
Control investments (cost: $16,900,000 @ 9/30/14; $16,900,000 @ 12/31/13)		15,310,000			16,050,000
Total investments at fair value (cost: $945,031,795 @ 9/30/14;
$918,628,071 @ 12/31/13)		942,629,632			931,596,744
Cash and cash equivalents		27,605,274			14,933,074
Restricted cash		51,038,473			32,428,248
Deferred debt issuance costs		7,039,157			7,985,580
Interest and distributions receivable		13,146,943			11,133,972
Other assets		462,790			88,122
Total assets	$	1,041,922,269		$	998,165,740
LIABILITIES
Accrued interest payable	$	4,751,664		$	2,596,893
Investment advisory fee payable to affiliate		7,067,976			7,144,480
Accrued capital gains incentive fee to affiliate		-			3,872,853
Securities purchased not settled		10,721,250			6,994,852
Accrued expenses		1,004,936			637,896
Notes payable - TICC CLO LLC, net of discount		100,160,015			100,041,226
Notes payable - TICC CLO 2012-1 LLC, net of discount		235,964,462			235,635,114
Convertible senior notes payable		115,000,000			115,000,000
Total liabilities		474,670,303			471,923,314
COMMITMENTS AND CONTINGENCIES (Note 14)
NET ASSETS
Common stock, $0.01 par value, 100,000,000 shares authorized, and 60,357,746 and
53,400,745 issued and outstanding, respectively		603,577			534,007
Capital in excess of par value		629,525,871			561,336,766
Net unrealized appreciation on investments		(2,402,163	)		12,968,673
Accumulated net realized losses on investments		(57,629,704	)		(45,439,234	)
Distributions in excess of investment income		(2,845,615	)		(3,157,786	)
Total net assets		567,251,966			526,242,426
Total liabilities and net assets	$	1,041,922,269		$	998,165,740
Net asset value per common share	$	9.40		$	9.85

TICC CAPITAL CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended September 30, 2014			Three Months Ended September 30, 2013			Nine Months Ended September 30, 2014			Nine Months Ended September 30, 2013
INVESTMENT INCOME
From non-affiliated/non-control investments:
Interest income - debt investments	$	12,727,990		$	14,039,082		$	38,350,310		$	38,334,197
Distributions from securitization vehicles and equity investments		15,170,869			12,256,961			45,047,290			31,676,007
Commitment, amendment fee income and other income		1,877,067			787,777			4,267,879			3,505,135
Total investment income from non-affiliated/non-control investments		29,775,926			27,083,820			87,665,479			73,515,339
From affiliated investments:
Interest income - debt investments		50,436			-			65,139			-
Distributions from equity investments		-			-			-			-
Total investment income from affiliated investments		50,436			-			65,139			-
From control investments:
Interest income - debt investments		349,361			364,557			1,036,691			1,088,641
Distributions from equity investments		-			-			-			-
Total investment income from  control investments		349,361			364,557			1,036,691			1,088,641
Total investment income		30,175,723			27,448,377			88,767,309			74,603,980
EXPENSES
Compensation expense		472,903			310,415			1,399,476			924,818
Investment advisory fees		5,366,277			4,932,640			15,764,248			13,912,382
Professional fees		603,940			386,793			1,601,883			1,474,966
Interest expense and other debt financing expenses		4,963,796			4,977,313			14,805,182			13,980,611
General and administrative		384,543			540,512			1,567,799			1,453,455
Total expenses before incentive fees		11,791,459			11,147,673			35,138,588			31,746,232
Net investment income incentive fees		1,701,699			1,791,981			4,806,278			4,426,322
Capital gains incentive fees		(837,963	)		2,270,014			(3,872,853	)		(414,404	)
Total incentive fees		863,736			4,061,995			933,425			4,011,918
Total expenses		12,655,195			15,209,668			36,072,013			35,758,150
Net investment income		17,520,528			12,238,709			52,695,296			38,845,830
Net change in unrealized appreciation on investments
Non-Affiliate/non-control investments		(15,123,443	)		12,704,136			(18,359,672	)		(41,034	)
Affiliated investments		(198,545	)		-			3,728,836			-
Control investments		-			(12,093	)		(740,000	)		(43,821	)
Total net change in unrealized appreciation on investments		(15,321,988	)		12,692,043			(15,370,836	)		(84,855	)
Net realized (losses) gains on investments
Non-Affiliated/non-control investments		(3,460,465	)		(1,341,975	)		(6,925,632	)		7,126,844
Affiliated investments		-			-			(5,264,838	)		-
Control investments		-			-			-			-
Total net realized (losses) gains on investments		(3,460,465	)		(1,341,975	)		(12,190,470	)		7,126,844
Net (decrease) increase in net assets resulting from operations	$	(1,261,925	)	$	23,588,777		$	25,133,990		$	45,887,819
Net increase in net assets resulting from net investment income per
common share:
Basic	$	0.29		$	0.23		$	0.90		$	0.77
Diluted	$	0.28		$	0.22		$	0.85		$	0.74
Net (decrease) increase in net assets resulting from operations per
common share:
Basic	$	(0.02	)	$	0.45		$	0.43		$	0.91
Diluted	$	(0.02	)	$	0.41		$	0.43		$	0.85
Weighted average shares of common stock outstanding:
Basic		60,268,078			52,751,722			58,307,825			50,314,364
Diluted		70,301,230			62,784,874			68,340,977			60,347,516
Dividends Declared Per Share	$	0.29		$	0.29		$	0.87		$	0.87

About TICC Capital Corp.

TICC Capital Corp. is a publicly-traded business development company principally engaged in providing capital to established businesses, investing in syndicated bank loans and purchasing debt and equity tranches of collateralized loan obligations. Companies interested in learning more about financing opportunities should contact Debdeep Maji at (203) 983-5285.

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.

Contact:

Bruce Rubin 203-983-5280