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):

March 11, 2010

TICC CAPITAL CORP.

(Exact name of registrant as specified in its charter)

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

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 March 11, 2010, the Company issued a press release announcing its financial results for the three months and year ended December 31, 2009. 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 March 11, 2010

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: March 11, 2010	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 and the Year Ended December 31, 2009

and Announces Distribution

GREENWICH, CT – 3/11/2010 – TICC Capital Corp. (NASDAQ: TICC) announced today its financial results for the quarter and the year ended December 31, 2009 and a distribution of $0.15 per share for the first quarter of 2010.

HIGHLIGHTS

• For the year ended December 31, 2009, we recorded approximately $20.5 million of total investment income and $13.5 million of net investment income, compared to $37.3 million of total investment income and $22.2 million of net investment income for the year ended December 31, 2008.

• For the quarter ended December 31, 2009, we recorded net investment income of approximately $3.6 million, or approximately $0.13 per share, net unrealized appreciation on investments of approximately $5.1 million and net realized gains on investments of approximately $3.3 million. In total, we had a net increase in net assets resulting from operations of approximately $0.45 per share for the fourth quarter.

• Total investment income for the fourth quarter of 2009 amounted to approximately $5.5 million, down approximately 20.7% from the fourth quarter of 2008 due largely to a lower return on our investment portfolio due to lower LIBOR rates.

• Expenses for the fourth quarter of 2009 were approximately $2.0 million, down approximately 21.8% from the fourth quarter of 2008 due in large part to the lower investment advisory fees attributable to our smaller portfolio. The primary components of our expenses were approximately $1.1 million in investment advisory fees and approximately $413,000 in professional fees for valuation, legal and auditing services.

• During the quarter ended December 31, 2009, we recorded net unrealized appreciation of approximately $5.1 million, comprised of $12.1 million in write-ups on investments, which was partially offset by $4.1 million in write-downs and approximately $2.9 million relating to the reversal of prior period net unrealized appreciation upon the realization events associated with certain investments.

• For the quarter ended December 31, 2009, we had net realized gains on investments of approximately $3.3 million, which largely represents the gain of approximately $5.4 million on the sale of warrants held in our former portfolio investment in Segovia, Inc.

• Our Board of Directors has declared a distribution of $0.15 per share for the first quarter of 2010.

• Payable Date: March 31, 2010

• Record Date: March 24, 2010

• During the fourth quarter, we deployed approximately $31.3 million in eleven new investments of senior secured notes and collateralized loan obligation positions with a face amount of approximately $41.1 million for an aggregate discount of approximately 24% from par.

• Cash portfolio realizations amounted to $21.7 million during the fourth quarter of 2009 (which had previously been carried at an aggregate book value of $20.9 million), and $73.4 million during the full-year 2009 (which had previously been carried at an aggregate book value of $71.1 million).

• At December 31, 2009, the weighted average yield of our debt investments (excluding cash equivalents and assuming no interest income from any investments on non-accrual status) was approximately 9.0%.

• At December 31, 2009, the weighted average yield of our debt investments (excluding cash equivalents and our investments on non-accrual status as of December 31, 2009) was approximately 11.7%.

• At December 31, 2009, net asset value per share was $8.36 compared with the net asset value per share at September 30, 2009 of $8.07 and at December 31, 2008 of $7.68.

SUBSEQUENT EVENTS

• On January 28, 2010, our investment in senior secured notes issued by Questia Media, Inc. was repaid at par.

• March 4, 2010, the Board of Directors declared a distribution of $0.15 per share for the first quarter, payable on March 31, 2010 to shareholders of record as of March 24, 2010.

We will host a conference call to discuss our fourth quarter results today, Thursday, March 11 at 10:00 AM ET. Please call 800-860-2442 to participate. A replay of the conference call will be available for approximately 30 days. The replay number is 877-344-7529, the replay passcode is 438687.

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, 2009, and subsequent reports on Form 10-Q as they are filed.

TICC CAPITAL CORP.

STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

	December 31, 2009			December 31, 2008
ASSETS
Investments, at fair value (cost: $260,752,699 @ 12/31/09; $282,299,228 @ 12/31/08)
Non-affiliated/non-control investments (cost: $241,169,345 @ 12/31/09; $261,923,603 @ 12/31/08)	$	180,226,123		$	168,094,127
Control investments (cost: $19,583,354 @ 12/31/09; $20,375,625 @ 12/31/08)		20,025,000			21,500,000
Total investments at fair value		200,251,123			189,594,127
Cash and cash equivalents		23,972,885			14,069,251
Interest receivable		860,271			1,151,703
Prepaid expenses and other assets		256,012			147,806
Total assets	$	225,340,291		$	204,962,887
LIABILITIES
Investment advisory fee payable to affiliate	$	1,119,544		$	1,287,451
Accrued expenses		128,752			308,686
Total liabilities		1,248,296			1,596,137
NET ASSETS
Common stock, $0.01 par value, 100,000,000 shares authorized, and 26,813,216 and 26,483,546 issued and outstanding, respectively		268,132			264,835
Capital in excess of par value		320,175,874			318,662,914
Net unrealized depreciation on investments		(60,501,576	)		(92,705,101	)
Accumulated net realized losses on investments		(32,412,374	)		(21,899,323	)
Distributions in excess of investment income		(3,438,061	)		(956,575	)
Total net assets		224,091,995			203,366,750
Total liabilities and net assets	$	225,340,291		$	204,962,887
Net asset value per common share	$	8.36		$	7.68

TICC CAPITAL CORP.

STATEMENTS OF OPERATIONS (UNAUDITED)

	Year Ended December 31, 2009			Year Ended December 31, 2008			Year Ended December 31, 2007
INVESTMENT INCOME
From non-affiliated/non-control investments:
Interest income - debt investments	$	17,907,924		$	33,355,098		$	37,913,611
Interest income - cash and cash equivalents		—			198,445			655,859
Other income		129,265			705,918			1,956,141
Total investment income from non-affiliated/non-control investments		18,037,189			34,259,461			40,525,611
From control investments:
Interest income - debt investments		2,470,603			2,921,174			3,316,202
Other income		—			125,000			—
Total investment income from control investments		2,470,603			3,046,174			3,316,202
Total investment income		20,507,792			37,305,635			43,841,813
EXPENSES
Compensation expense		971,356			906,109			897,740
Investment advisory fees		4,122,005			7,001,236			7,461,735
Professional fees		1,305,894			1,626,028			1,010,140
Interest expense		—			4,814,408			6,618,176
Insurance		75,974			76,734			79,858
Directors’ fees		193,000			184,750			165,250
Transfer agent and custodian fees		98,012			104,572			105,785
General and administrative		249,567			400,635			309,510
Total expenses		7,015,808			15,114,472			16,648,194
Net investment income		13,491,984			22,191,163			27,193,619
Net change in unrealized appreciation or depreciation on investments		32,203,525			(66,947,503	)		(26,281,461	)
Net realized losses on investments		(10,513,051	)		(8,509,814	)		(12,560,990	)
Net increase (decrease) in net assets resulting from operations	$	35,182,458		$	(53,266,154	)	$	(11,648,832	)
Net increase in net assets resulting from net investment income per common share:
Basic and diluted(1)	$	0.51		$	0.91		$	1.30
Net increase (decrease) in net assets resulting from operations per common share:
Basic and diluted(1)	$	1.32		$	(2.19	)	$	(0.56	)
Weighted average shares of common stock outstanding:
Basic and diluted(1)		26,624,217			24,314,512			20,977,779

(1) In accordance with ASC 260-10, the weighted-average shares of common stock outstanding used in computing basic and diluted earnings per share for the years ended December 31, 2008 and December 31, 2007 were increased retroactively by a factor of 1.021 to recognize the bonus element associated with rights to acquire shares of common stock that were issued to shareholders on May 23, 2008.

TICC CAPITAL CORP.

FINANCIAL HIGHLIGHTS (UNAUDITED)

	Year ended December 31, 2009			Year ended December 31, 2008			Year ended December 31, 2007			Year ended December 31, 2006			Year ended December 31, 2005
Per Share Data
Net asset value at beginning of period	$	7.68		$	11.94		$	13.77		$	13.77		$	13.71
Net investment income(1)		0.51			0.91			1.32			1.30			1.07
Net realized and unrealized capital gains (losses)(2)		0.81			(2.94	)		(1.79	)		0.05			0.14
Total from investment operations		1.32			(2.03	)		(0.47	)		1.35			1.21
Dividends from net investment income		(0.60	)		(0.98	)		(1.37	)		(1.28	)		(1.01	)
Distributions from net realized capital gains		(0.00	)		(0.00	)		(0.05	)		(0.10	)		(0.00	)
Tax return of capital distributions		(0.00	)		(0.08	)		(0.02	)		(0.00	)		(0.00	)
Total distributions		(0.60	)		(1.06	)		(1.44	)		(1.38	)		(1.01	)
Effect of shares issued, net of offering expenses		(0.04	)		(1.17	)		0.08			0.03			(0.14	)
Net asset value at end of period	$	8.36		$	7.68		$	11.94		$	13.77		$	13.77
Per share market value at beginning of period	$	3.80		$	9.23		$	16.14		$	15.10		$	15.01
Per share market value at end of period	$	6.05		$	3.80		$	9.23		$	16.14		$	15.10
Total return(4)		81.15	%		(50.23	)%		(36.26	)%		17.02	%		7.47	%
Shares outstanding at end of period		26,813,216			26,483,546			21,563,717			19,705,824			19,304,401
Ratios/Supplemental Data
Net assets at end of period (000’s)	$	224,092		$	203,367		$	257,370		$	271,335		$	265,905
Average net assets (000’s)	$	206,183		$	251,320		$	277,994		$	270,309		$	184,715
Ratio of expenses to average net assets		3.40	%		6.01	%		5.99	%		3.90	%		4.00	%
Ratio of expenses, excluding interest expense, to average net assets		3.40	%		4.10	%		3.72	%		3.20	%		3.72	%
Ratio of net investment income to average net assets		6.54	%		8.83	%		9.78	%		9.40	%		7.80	%

⁽¹⁾ Represents per share net investment income for the period, based upon average shares outstanding.

⁽²⁾ Net realized and unrealized capital gain (losses) includes rounding adjustment to reconcile change in net asset value per share.

⁽³⁾ For the years ending December 31, 2008 and 2007, approximately $0.08 per share and $0.02 per share of the Company’s distributions were characterized as a tax return of capital to the Company’s stockholders, respectively.

⁽⁴⁾ Total return equals the increase or decrease of ending market value over beginning market value, plus distributions, divided by the beginning market value, assuming dividend reinvestment prices obtained under the Company’s dividend reinvestment plan.

About TICC 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 of established technology-related businesses. Companies interested in learning more about financing opportunities should contact Debdeep Maji at (203) 983-5285 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.