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, 2012 OR  o

          

          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 814-00672 
 NGP CAPITAL RESOURCES COMPANY (Exact name of registrant as specified in its charter)  Maryland

          

          20-1371499State or other jurisdiction of incorporation or organization

          

          (I.R.S. Employer Identification Number)
  909 Fannin Street, Suite 3800Houston, Texas

          

          77010(Address of principal executive offices)

          

          (Zip Code)
 (713) 752-0062 Registrants telephone number, including area code 
 Securities registered pursuant to Section 12(b) of the Act:  Common Stock, Par Value $.001 per share

          

          NASDAQ Global Select Market(Title of each class)

          

          (Name of each exchange on which registered)
 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 o 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 Exchange Act. Yes o 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 o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o 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. x 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.  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 Exchange Act).Yes o No x As of June 29, 2012, the aggregate market value of the registrants common stock held by non-affiliates of the registrant was $143,943,892 based on the closing sale price of the registrants common stock on the NASDAQ Global Select Market on that date. As of March 8, 2013, there were 21,020,077 shares of the registrants common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrants definitive proxy statement for its 2013 Annual Meeting of Stockholders are incorporated by reference into Part III, Items 10 through 14 herein. Certain exhibits previously filed with the Securities and Exchange Commission are incorporated by reference into Part IV of this report.
     TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY TABLE OF CONTENTS  PagePART IItem 1Business





1Item 1ARisk Factors





16Item 1BUnresolved Staff Comments





32Item 2Properties





32Item 3Legal Proceedings





32Item 4Mine Safety Disclosures





33PART IIItem 5Market for Registrants Common Equity and Related Stockholder Matters





34Item 6Selected Financial Data





37Item 7Managements Discussion and Analysis of Financial Condition and Results of Operations





38Item 7AQuantitative and Qualitative Disclosures About Market Risk





56Item 8Financial Statements and Supplementary Data





58Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure





97Item 9AControls and Procedures





97Item 9BOther Information





98PART IIIItem 10Directors, Executive Officers and Corporate Governance





99Item 11Executive Compensation





99Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters





99Item 13Certain Relationships and Related Transactions





99Item 14Principal Accountant Fees and Services





99PART IVItem 15Exhibits, Financial Statement Schedules





100
 i    TABLE OF CONTENTS PART I. Item 1. Business. Introduction NGP Capital Resources Company We are a financial services company created to invest primarily in small and mid-size private energy companies. In early 2012, we expanded our investment strategy to also include middle market companies not engaged in the energy industry. Our investment objective is to generate both current income and capital appreciation primarily through debt investments with certain equity components. We are a closed-end, non-diversified management investment company that has elected to be regulated as a business development company, or a BDC, under the Investment Company Act of 1940, or the 1940 Act, and to be treated as a regulated
investment company, or a RIC, under the Internal Revenue Code of 1986, as amended, or the Code. We were founded as a Maryland corporation in July 2004 and completed our initial public offering on November 10, 2004. A key focus area for our targeted investments in the energy industry is domestic upstream businesses that produce, develop, acquire and explore for oil and natural gas, or E&P companies. We also evaluate investment opportunities in such businesses as coal, power and energy services. In early 2012, we expanded the focus of our investment strategy to middle market investments within diversified industry sectors, including manufacturing, value-added distribution, business services, healthcare products and services, consumer services and select other sectors. Our investments generally range in size from $10 million to $50
million. However, we may invest more or less depending on market conditions and our Managers view of a particular investment opportunity. Our targeted investments primarily consist of debt instruments, including senior and subordinated loans combined in one facility, sometimes with an equity or property-based equity participation right component, and subordinated loans, sometimes with equity components. We also occasionally invest in preferred stock and other equity securities on a stand-alone basis. Our Manager Our external manager, NGP Investment Advisor, LP, or our Manager, conducts our operations pursuant to an Investment Advisory Agreement between us and our Manager. NGP Energy Capital Management, L.L.C., or NGP, and NGP Administration, LLC, or our Administrator, own our Manager. Founded in 1988, NGP is a premier investment franchise in the natural resources industry which, together with its affiliates, has managed $13 billion in cumulative committed capital since inception. Kenneth A. Hersh and David R. Albin, who serve on our Board of Directors, have directed the investment of the NGP Funds since the inception of the initial
fund in 1988. Our executive officers are Stephen K. Gardner, President and Chief Executive Officer and L. Scott Biar, Chief Financial Officer, Secretary, Treasurer and Chief Compliance Officer. Together, they direct our Managers day-to-day operations. Prior to joining NGP Capital Resources Company in 2005, Mr. Gardner had over 18 years of experience in financial and transactional management in the oil and gas industry and has served as chief financial officer of both public and private energy companies. Prior to joining the Company in 2011, Mr. Biar had over 13 years of experience in senior financial management in both public and
private companies, and 7 years of public accounting experience at an international accounting firm. Our Managers investment committee reviews and approves investment decisions by majority determination. Our Managers investment committee consists of Mr. Gardner; Mr. Hersh, our Board Chairman; and Richard L. Covington and William J. Quinn, each of whom is a senior NGP investment professional. Our Managers team of nine investment professionals supports the investment committee. Corporate Information Our principal executive office is located at 909 Fannin Street, Suite 3800, Houston, Texas 77010 and our telephone number is (713) 752-0062. We believe our office facilities are suitable and adequate for our operations as currently conducted and contemplated.
 1    TABLE OF CONTENTS Our corporate website is www.ngpcrc.com. We make available free of charge on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after we electronically file or furnish such material to the Securities and Exchange Commission, or the SEC. This document includes our website address as an inactive textual reference only, and we do not incorporate the information contained on our website into this Form 10-K. Our Investment Focus We focus our investments primarily in the energy industry in companies that have an existing asset base or that will acquire assets that we expect to provide security for most of our investments. The energy industry broadly includes three sectors, generally categorized as follows: 

          Upstream  businesses that find, develop and extract energy resources, including natural gas, crude oil and coal from onshore and offshore geological reservoirs and companies that provide services to those businesses. 

          Midstream  businesses that gather, process, store and transmit energy resources and their byproducts in a form that is usable by wholesale power generation, utility, petrochemical, industrial and gasoline customers, including businesses that own pipelines, gas processing plants, liquefied natural gas facilities and other energy infrastructure. 

          Downstream  businesses that refine, market and distribute refined energy resources, such as customer-ready natural gas, propane and gasoline, to end-user customers; businesses engaged in the generation, transmission and distribution of power and electricity and businesses engaged in the production of alternative energy. Within these broad sectors, our key area of focus is small and mid-size energy companies in the upstream sector. In addition, we selectively seek investment opportunities in certain segments of the midstream and downstream sectors. In addition, beginning in early 2012, we also seek opportunities to provide customized financing to middle market companies located in the United States, within diversified industry sectors, including manufacturing, value-added distribution, business services, healthcare products and services, consumer services and select other sectors. Investment Structures Our targeted investments primarily consist of: 

          debt instruments including senior and subordinated loans combined in one facility sometimes with an equity component, which we refer to as vertical loans; 

          subordinated loans; and 

          subordinated loans with equity components, which we refer to as mezzanine investments. In many cases, we arrange to receive an equity participation interest in the properties, projects and/or companies that we finance as a part of our compensation for extending credit. These equity components may take a variety of forms. In certain investments, we may receive a property-based equity participation right. In addition, in certain investments, we may also receive a right to acquire equity securities of the borrowing company, such as a warrant or option, or we may receive a direct preferred equity interest or other similar participating interest in the companys equity. We also may invest a portion of our assets in loans to, or securities of, foreign companies. We will limit any such investments to less than 10% of our assets.
 2    TABLE OF CONTENTS Investment Activity Since commencing investment operations in November 2004 through December 31, 2012, we have invested $1.0 billion in 42 portfolio companies, all energy-related, and received principal repayments, realizations and settlements of $781.1 million. Most of our current portfolio companies are E&P companies engaged in the acquisition, development and production of oil and natural gas properties in and along the Gulf Coast, in the state and federal waters of the Gulf of Mexico, Permian Basin, Mid-continent and Rocky Mountain areas. We also have had investments in a Kentucky-based coal mining company with mining operations in the
Central Appalachian region of the United States (sold in July 2011), a highwall coal mining company in West Virginia and an alternative fuels and specialty chemicals company based in Quincy, Massachusetts. Our Investment Approach Our investment approach seeks attractive returns while attempting to limit the risk of potential losses. In the process of screening and evaluating potential investment opportunities, our Manager considers the following general criteria. However, we do not expect each prospective investment to meet all of these criteria. 

          Strong Management.  We recognize the importance of strong, committed management teams to the success of an investment. We seek investments in companies with management teams that generally have strong technical, financial, managerial and operational capabilities and a competitive edge in certain aspects of their businesses, which may come from extensive experience and knowledge in certain geographical areas and/or superior technological or transactional capabilities. 

          Identified Properties with Development-Oriented Risk.  Our investment philosophy places a premium on investments having strong underlying asset values established by engineering and technical analysis, rather than on investments that rely solely on rising energy commodity prices, exploratory drilling success, government subsidies or factors beyond the control of a portfolio company. We focus on companies that have strong potential for enhancing asset value through factors within their control. Examples of these types of factors include operating cost reductions and revenue increases driven by improved operations of previously under-performing or under-exploited assets. These factors involve implementing engineering and operational plans to increase cash flow through such means as enhanced recovery techniques or development drilling of upstream assets or optimizing the performance of underutilized midstream or downstream assets
like pipelines, processing plants or power plants. 

          Collateral Security.  The same types of assets secure most of our targeted investments that would secure traditional senior bank debt, in either a first or second lien position. However, in certain instances, we may make investments in our portfolio companies on an unsecured basis. In instances where we are providing subordinated debt only and there is senior debt provided by another party, we generally seek to obtain a second lien on the borrowing companys assets behind that of the senior lender. 

          Capacity to Return Investment Principal.  We perform financial sensitivity analyses when evaluating and structuring investments to analyze the effect of a confluence of unfavorable events on the investments ability to return investment principal. For an upstream transaction, these events might include poor reserve development coupled with falling commodity prices or higher than expected costs. We seek to make investments in which the return on, and the timing of the return of, our investment capital may be at risk, but not the return of our capital. 

          Exit Strategy.  We seek to invest in companies that have multiple means of repayment of our investment, including: a steady stream of cash flow; the completion of asset development activities that allow a company to be able to refinance our facility, often with senior debt; or the sale of the portfolio companys assets or the entire company.
 3    TABLE OF CONTENTS Our Manager generally structures investments that have collateral coverage from the value of the underlying assets and from the cash flows of those assets. However, in some instances, the collateral coverage may not exceed the value of the underlying asset. We perform extensive due diligence, exercise discipline with respect to company valuations and institute appropriate structural protections in our investment agreements. We believe that our management teams experience in utilizing fundamental engineering and technical analysis on energy assets and in dealing with the fundamental dynamics of the energy finance market
and the middle market allows us to: 

          assess the engineering and technical aspects of the identified assets; 

          value the assets and associated cash flows that support our investments; 

          structure investments to increase the likelihood of full principal repayment and realization of yield and upside potential; and 

          assist our portfolio companies in implementing financial hedging strategies to mitigate the effects of events such as declines in energy commodity prices. We believe that this approach enables our Manager to identify investment opportunities throughout economic cycles. Investments Once we have determined that a prospective portfolio company is suitable for investment, we work with the management of that company and its other capital providers, including other senior, junior and equity capital providers, if any, to structure an investment. We negotiate among these parties to agree on how we expect an investment to perform relative to the other capital in the portfolio companys capital structure. Our primary consideration when structuring an investment is that the total return on our investments (including interest or dividend income, royalties or other similar income and potential equity
appreciation) appropriately compensates us for our risk. The investments that comprise the substantial majority of our portfolio generally fall within one of the following categories: 

          Vertical Loans  Combining Senior Secured Loans and Subordinated Loans with Equity Enhancements These investments consist of a senior secured loan tranche and a subordinated loan tranche. The senior tranche produces a current cash yield and a first lien on cash flow producing assets typically secures the senior tranche. The subordinated loan tranche typically includes a current cash yield component coupled with a property-based equity participation right. In some cases, we may obtain a warrant or option in the portfolio company in addition to, or in lieu of, a property-based equity participation right. Generally, a second lien on the portfolio companys assets secures the subordinated tranche. Additionally, these
loans may have indirect asset coverage through a series of covenants that prohibit additional liens on the portfolio companys assets, limit additional debt or require maintenance of minimum asset coverage ratios. Generally, these loans have a term of three to five years, but in many cases, the portfolio company repays the loan before maturity. Additionally, in a number of these loans, there may be amortization of principal during the entire life of the loan. We would typically make this type of loan to companies with assets that provide cash flow that is sufficient to support a typical senior secured debt facility but not sufficient to support the extra debt needed to acquire or develop non-cash flowing assets. 

          Stand-Alone Subordinated Loans These investments typically consist of subordinated loans with relatively high, fixed interest rates. Generally, a subordinated lien on some or all of the assets of the portfolio company, or in some cases, a first priority lien on assets not otherwise securing senior debt of the borrower, collateralize these loans. Additionally, these loans may have indirect asset coverage through a series of covenants that prohibit additional liens senior to ours on the companys assets, limit additional debt senior to ours or require maintenance of minimum asset coverage ratios.
 4    TABLE OF CONTENTS We would typically make this type of loan to companies possessing assets that produce sufficient current cash flow and that have sufficient asset value to avoid the issuance of any equity rights that would be dilutive to the equity owners. For example, we could make such a loan to a company that needs to access capital to develop non-producing oil and natural gas reserves but that has sufficient cash flow from its other assets to provide for the payment of the higher recurring cash payments required by this type of instrument. However, in some instances these loans may have a lower interest rate and an equity participation to
compensate us for the lower current income. Generally, these loans have a term of five to seven years, but in many cases, the portfolio company repays the loan before maturity. Additionally, we may allow the deferral of amortization of principal to the later years of these loans or we may structure the loans as non-amortizing. These investments should generally provide us with the highest amount of current income, but the least amount of capital gains, of any of the targeted investment structures. 

          Mezzanine Investments These investments are generally in the form of combined senior and subordinated loans, subordinated loans, partnership or limited liability company investments or preferred equity, with a meaningful property-based equity participation right. We would likely make these types of investments in companies with assets that do not produce sufficient current cash flow to amortize the principal throughout the life of a loan, but have sufficient collateral to support the investment. For example, we could make such an investment in a company that owns proved non-producing oil and natural gas reserves and requires capital to finance development drilling to initiate the production of the reserves and generate cash flow. Generally, these investments will have a term of three to seven years, but in many instances, the portfolio company repays the loan before maturity.
Additionally, we would generally defer amortization of principal to the later years of these investments or we may structure the investments as non-amortizing. These investments should generally provide us with the least amount of current income, but the highest amount of capital gains, of any of the targeted investment structures. 

          Other Targeted Investments We may also make investments in high grade bonds, high yield bonds, other securities of public energy companies that are not thinly traded, bridge loans, asset backed securities, financial guarantees, distressed debt, lease assets, commercial loans or private equity. In general, these investments will have character and structure similar to the other categories of targeted investments. We seek to negotiate or otherwise participate in structures that protect our rights and manage our risk, while creating incentives for our portfolio companies to achieve their business plans and enhance their profitability. The typical structural elements that we seek to negotiate in connection with our investments are covenants that afford portfolio companies as much flexibility in managing their businesses as possible, while also seeking to preserve our invested capital. Such restrictions may include affirmative and negative covenants, collateral value covenants, default penalties, lien protection, change of control
provisions and governance rights, including either board seats or observation rights. While we may from time to time elect to offer co-investment opportunities to third parties, we expect to hold most of our investments to maturity or repayment. We will sell our investments earlier if circumstances warrant or if a liquidity event, such as the sale or recapitalization of a portfolio company, occurs.
 5    TABLE OF CONTENTS Competitive Strengths We believe we have the following competitive strengths: 

          Established Track Record Because of the history, market presence and long-term relationships that our investment team and NGP have developed with energy company management teams, we believe that we have established ourselves as a consistent and reliable capital provider to the energy industry. In 2012, our investment team added senior personnel with significant experience and relationships with middle market companies outside the energy industry. Our Manager understands the risks associated with investing in these industries and has expertise in assessing and evaluating such risks. We focus on originating a substantial number of our investment
opportunities, rather than investing as a participant in transactions originated by other firms, although we may participate in transactions originated by other firms from time to time. 

          Flexible Transaction Structuring Capabilities We are not subject to many of the regulatory limitations that govern traditional lending institutions. As a result, we can provide speed of execution and flexibility in structuring investments and selecting the types of securities in which we invest. The members of our management team have substantial experience in pursuing investments that seek to balance the needs of energy and middle market company entrepreneurs with appropriate risk control. 

          Efficient Tax Structure We operate our business so as to qualify as a RIC for federal tax purposes, so that we generally will not have to pay corporate-level federal income taxes on any ordinary income or capital gains that we distribute to our stockholders as dividends. Thus, our stockholders will not be subject to double taxation on dividends, unlike investors in typical corporations. Furthermore, investors in our stock generally are not required to recognize unrelated business taxable income, which we refer to as UBTI, unlike investors in public master limited partnerships. Ongoing Relationships with Portfolio Companies Once we have provided a financial commitment or investment in a portfolio company, we typically perform the following functions: 

          Monitoring Our Manager monitors the development and financial trends of each portfolio company to determine progress relative to meeting the companys development and business plans and to assess the strength and status of our investment and, if appropriate, institute necessary corrective actions. To accomplish this, we employ the following processes: Meetings.  We meet with management regularly during each year. Periodic Review and Analysis of Financial and Reserve Information.  We require monthly or quarterly financial and operating statements. Additionally, we require semi-annual reserve reports for E&P companies in our portfolio. We review and analyze this information as follows: 

          review monthly operations reports for compliance with approved budgets and asset development plans; 

          review quarterly financial performance for compliance with plans and covenants; and 

          for E&P companies in our portfolio, twice a year, upon receipt of reserve information, analyze our reserve information and compare it to the approved asset development plan to assess the strength and status of our investment. Periodic Review by Specialists.  Periodic reviews of the portfolio company and its assets by engineers, geologists, accountants, lawyers, investment bankers or other specialists are necessary from time to time.
 6    TABLE OF CONTENTS Comparisons with Other Benchmark Companies.  We periodically compare the performance of the portfolio company to performance of similarly-sized companies with comparable assets and businesses to assess performance relative to peers. As part of the monitoring process, our Manager regularly assesses the risk profile of each of our investments. Our risk evaluation system assigns a numeric rating to each of our investments. The scale runs from 1 to 7, with 1 being the highest or best rating. We initially rate most of our investments as a 3 or 4. At that level, we believe that risk and return are properly proportioned and that there is essentially no significant risk of loss of capital for the investment. Any investment rated 5 or greater is on our watch list. These investments are performing below our initial expectations. A rating of 5 implies a
higher level of watchfulness, but does not imply a probable risk of loss of capital. A rating of 6 or 7 means that the circumstances are such that we perceive that there exists risk of loss of some portion of the capital in that particular investment. Investments rated 1 or 2 have matured to the point that they are performing well and overall coverages are strengthening. 

          Managerial Assistance As a BDC, we make available, and must provide upon request, significant managerial assistance to certain of our portfolio companies. This assistance may involve, among other things, monitoring the operations of our portfolio companies, participating in board and management meetings, consulting with and advising officers of portfolio companies and providing other organizational and financial consultation. Our officers (and to the extent permitted under the 1940 Act, our Manager) will provide such managerial assistance on our behalf to portfolio companies that request this assistance, recognizing that our involvement with each
investment will vary based on factors including the size of the company, the nature of our investment, the companys overall stage of development and our relative position in the capital structure. We expect to be a resource for advice in the following areas: developing strategic plans, designing capital structures, managing finite resources and identifying acquisitions. Valuation Process On a quarterly basis, the investment team of our Manager prepares fair value estimates for all of the assets in our portfolio utilizing the income approach and market approach in accordance with ASC 820 and presents them to our Valuation Committee. The Valuation Committee recommends its fair value estimates to our Board of Directors, which in good faith determines the final estimates of fair value for each investment. We record investments in securities for which market quotations are readily available at such market quotations in our financial statements as of the valuation date. For investments in securities for which market
quotations are unavailable, or which have various degrees of trading restrictions, the investment team of our Manager prepares valuation analyses as generally described below. 

          Investment Team Valuation.  The investment professionals of our Manager prepare fair value estimates for each investment. 

          Investment Team Valuation Documentation.  The investment team documents and discusses its preliminary fair value estimates with senior management of our Manager. 

          Presentation to Valuation Committee.  Senior management presents the valuation analyses and fair value estimates to the Valuation Committee of our Board of Directors. 

          Third Party Valuation Activity.  The Valuation Committee and our Board of Directors, in their discretion, may retain an independent valuation firm to review any or all of the valuation analyses and fair value estimates provided by the investment team of our Manager. The Valuation Committee has not retained an independent valuation firm in connection with any fair value estimates during the three-year period ended December 31, 2012. 

          Board of Directors and Valuation Committee.  The Board of Directors and Valuation Committee review and discuss the valuation analyses and fair value estimates provided by the investment team of our Manager and the analysis of the independent valuation firm, if applicable.
 7    TABLE OF CONTENTS 

          Final Valuation Determination.  Our Board of Directors discusses the fair value estimates recommended by the Valuation Committee and determines the fair value of each investment in our portfolio, in good faith, based on the input of the investment team of our Manager, our Valuation Committee and the independent valuation firm, if any. ASC 820 defines fair value as the price that a seller would receive for an asset or pay to transfer a liability in an orderly transaction between independent, knowledgeable and willing market participants at the measurement date. The fair value definition focuses on exit price in the principal, or most advantageous, market and prioritizes the use of observable market inputs over unobservable entity-specific inputs. Competition Historically, our primary competitors in this market have consisted of public and private investment funds, commercial and investment banks, and commercial finance companies. Although these competitors regularly provide finance products to energy companies similar to most of our targeted investments, a number of them focus on different aspects of this market. We also face competition from other firms that do not specialize in energy finance but which are substantially larger and have considerably greater financial and marketing resources than we have. Some of our competitors have a lower cost of funds and access to funding
sources that are not available to us. In addition, some of our competitors have higher risk tolerances or different risk assessments, which allow them to consider a wider variety of investments and establish more portfolio relationships than we can. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC; nor are they subject to the requirements imposed on RICs by the Code. Nevertheless, we believe that the relationships of the senior professionals of our Manager and of the senior partners of NGP enable us to learn about, and compete effectively for, attractive investment opportunities. Employees We do not have any employees. Stephen K. Gardner, our President and Chief Executive Officer, and L. Scott Biar, our Chief Financial Officer, Secretary, Treasurer and Chief Compliance Officer, comprise our senior management. Each of our officers also serves as an officer of our Manager and our Administrator. Our Manager and our Administrator conduct our day-to-day investment operations, and currently have a staff of 17 individuals, including 9 investment professionals. Regulation Business Development Company We have elected to be regulated as a BDC under the 1940 Act. By electing to be treated as a BDC, we are subject to various provisions of the 1940 Act. The 1940 Act contains prohibitions and restrictions relating to transactions between BDCs and their affiliates (including any investment advisers or sub-advisers), principal underwriters and certain affiliates of those affiliates or underwriters and requires that a majority of the directors be persons other than interested persons, as defined in the 1940 Act. In addition, we may not change the nature of our business so as to cease to be, or withdraw our election to
be regulated as, a BDC without first obtaining the approval of a majority of our outstanding voting securities. Under the 1940 Act, the vote of holders of a majority means the vote of the holders of the lesser of: (i) 67% or more of the outstanding shares of the companys common stock present at a meeting or represented by proxy if holders of more than 50% of the shares of the companys common stock are present or represented by proxy or (ii) more than 50% of the companys outstanding shares of common stock. The Investment Advisers Act of 1940, or the Advisers Act, generally permits the payment of compensation based on capital gains in an investment advisory contract between an investment adviser and a BDC. We have elected to be regulated as a BDC in order to provide incentive compensation to our Manager based on the capital appreciation of our portfolio. The following is a brief description of the requirements of the 1940 Act, and is qualified in its entirety by reference to the full text of the 1940 Act and the rules thereunder.
 8    TABLE OF CONTENTS We may invest up to 100% of our assets in securities acquired directly from issuers in privately negotiated transactions. With respect to such securities, we may, for the purpose of public resale, be deemed an underwriter as that term is defined in the Securities Act of 1933, as amended, or the Securities Act. We do not intend to write (sell) or buy put or call options to manage risks associated with the publicly traded securities of our portfolio companies, except (a) that we may enter into hedging transactions to manage the risks associated with commodity price and interest rate fluctuations, (b) to the extent we
purchase or receive warrants to purchase the common stock of our portfolio companies or conversion privileges in connection with acquisition financing or other investments, and (c) in connection with an acquisition, we may acquire rights to require the issuers of acquired securities or their affiliates to repurchase them under certain circumstances. 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 are prohibited from (a) acquiring more than 3% of the voting stock of any investment company, (b) investing more than 5% of the value of our total assets in the securities of one investment company, or (c) investing more than 10% of the value of our total assets in the securities of investment companies in the aggregate. With regard to that portion of our portfolio invested in securities issued by investment companies, it should be noted that such investments might subject our
stockholders to additional expenses. None of these policies is fundamental, and all may be changed without stockholder approval. Qualifying Assets A BDC must be organized and have its principal place of business in the United States and operate for the purpose of investing in the types of securities described in 1, 2 and 3 below. A BDC may not acquire any asset other than assets 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 our 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 thirteen 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. The 1940 Act defines an eligible portfolio company 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, or SBIC, wholly owned by the BDC) 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 (A) the greatest number of equity securities of such issuer and securities convertible into or exchangeable for such securities; and (B) 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 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 million.
 9    TABLE OF CONTENTS 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 a person who is, or has been during the preceding thirteen months, an affiliated person of such issuer, or from any person in transactions incident thereto, if immediately prior to the purchase of its securities such issuer is in bankruptcy and subject to reorganization under the supervision of a court of competent jurisdiction, or subject to a plan or arrangement resulting from such bankruptcy proceedings or reorganization, or if the issuer, immediately prior to the purchase of its securities was not in bankruptcy
proceedings but 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 options, warrants or rights relating to such securities. 6. Cash, cash equivalents, U.S. government securities or high-quality debt maturing in one year or less from the time of investment. Control investments include both majority-owned control investments (50% or more owned) and non-majority owned control investments (more than 25% but less than 50% owned). Non-control investments include both affiliate investments (5% to 25% owned) and non-affiliate investments (less than 5% owned). Managerial Assistance to Portfolio Companies In order to count portfolio securities as qualifying assets for the purpose of the 70% Test, as a BDC, we must either control the issuer of the securities or must offer to make available to the issuer of the securities (other than certain small and solvent companies described above) significant managerial assistance. Making available significant managerial assistance means, among other things, (1) any arrangement whereby we, through our directors, officers or employees, offer to provide, and, if accepted, do so provide, significant guidance and counsel concerning the management, operations, or business objectives and policies
of a portfolio company or (2) the exercise of a controlling influence over the management or policies of a portfolio company by us acting individually or as part of a group acting together to control such company. We may satisfy the requirements of clause (1) with respect to a portfolio company by purchasing securities of such company as part of a group of investors acting together if one person in such group provides the type of assistance described in such clause. Temporary Investments Pending investment in other types of qualifying assets, as described above, our investments generally consist of cash, cash equivalents, U.S. government securities or high-quality debt maturing in one year or less from the time of investment, which we refer to, collectively, as temporary investments, so that 70% of our assets are qualifying assets. Typically, we invest in commercial paper, U.S. Treasury Bills or in repurchase agreements, provided that such agreements are fully collateralized by cash or securities issued by the U.S. government or its agencies. A repurchase agreement involves the purchase by an
investor, such as us, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price that is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of our assets that we may invest in such repurchase agreements. However, if more than 25% of our total assets constitute repurchase agreements from a single counterparty, we would not meet the asset diversification requirements in order to qualify as a RIC for federal income tax purposes. Thus, we do not intend to enter into repurchase agreements with a single counterparty in excess of this limit. Our Manager will monitor the creditworthiness of the counterparties with which we enter into any repurchase agreement transactions.
 10    TABLE OF CONTENTS Co-Investments The 1940 Act contains certain prohibitions relating to co-investments by NGP affiliates and us. Although NGP-affiliated funds may make investments in securities like our targeted investments, these funds seek rates of return substantially in excess of those we seek and focus primarily on investments in common equity or other junior securities in the capital structure in order to achieve their targeted rates of return. We may have an opportunity to invest in a company in which an NGP private equity fund is also making an investment, although we do not currently anticipate encountering any significant number of these situations.
An example could be a situation in which an energy company was seeking both debt capital, similar to our targeted investments, and equity capital, similar to that typically provided by the NGP-affiliated funds. Another example could be a situation in which an NGP-affiliated fund was seeking co-investors for an equity investment that is outside of our targeted investments, but which would be attractive to us. Generally, we may participate in a co-investment with NGP and its affiliates only in accordance with the rules and regulations prescribed by the SEC for the purpose of preventing participation by a BDC in such a transaction on a basis less advantageous than that of the other parties to the transaction. If we wish to make a co-investment with NGP or one of its affiliates and there is no regulatory authority to permit such a co-investment without the approval of the SEC, we may seek an order from the SEC permitting the specific investment. We have received exemptive relief from the SEC permitting co-investment with NGP and its
affiliates in securities that have substantially the same characteristics. Any other type of co-investment arrangement would require a specific exemptive order. Although the SEC has granted similar relief to other BDCs on a transaction by transaction basis in the past, we cannot be certain that our application for such relief on a single transaction will be granted or what conditions may be imposed by the SEC. Moreover, the length of time to obtain such an order may make it impracticable. If the requested order were not sought or not obtained, then in a situation in which an energy company was seeking both debt and equity capital, such company would make the determination as to whether it would proceed with obtaining capital from us in a targeted investment or alternatively from an NGP-affiliated fund in an equity investment. Senior Securities The 1940 Act permits us, under specified conditions, to issue multiple classes of senior 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, while any senior securities remain outstanding, we are required to make provisions to prohibit any distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We are also permitted to borrow amounts up to 5% of the value of our total
assets for temporary or emergency purposes without regard to asset coverage. Sale and Purchase of Shares We may sell shares of our common stock at a price below our prevailing net asset value per share only upon the approval of the policy by security holders holding a majority of the shares we have issued, including a majority of shares held by nonaffiliated security holders except in connection with an offering to our existing stockholders (including a rights offering), upon conversion of a convertible security, or upon exercise of certain warrants. We may repurchase our shares subject to the restrictions of the 1940 Act. Regulated Investment Company As a BDC, we have elected to be treated as a RIC under Subchapter M of Chapter 1 of the Code. As a RIC, we generally will not have to pay corporate-level federal income taxes on our investment company taxable income (which generally consists of ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, reduced by deductible expenses), or realized net capital gains, to the extent that we distribute, or deem to distribute, such investment company taxable income or gains to stockholders on a timely basis. Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expense, and generally excludes net unrealized appreciation or depreciation, as we do not include such gains or losses in taxable income until realized. In addition, gains realized for financial reporting purposes may differ from gains included in taxable income
 11    TABLE OF CONTENTS because of our election to recognize gains using installment sale treatment, which results in the deferral of gains for tax purposes until we collect cash from notes received as consideration from the sale of investments. Dividends we declare and pay in a particular year generally differ from taxable income for that year as such dividends may include the distribution of current year taxable income, the distribution of prior year taxable income carried forward into and distributed in the current year, or returns of capital. We may also be subject to federal excise tax if we do not distribute at least 98% of our investment company taxable income in any calendar year and 98.2% of our capital gains, computed for any one year period ended October 31. Dividends to stockholders are recorded on the ex-dividend date. We currently intend to make sufficient distributions each year to maintain our status as a RIC for federal income tax purposes and to avoid excise taxes. If we do not meet this requirement, the Code imposes a nondeductible excise tax generally equal to 4% of the amount by which the required distribution exceeds the distribution for the year.
The taxable income on which an excise tax is paid is generally carried forward and distributed to stockholders in the next tax year. Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year distributions into the next tax year and pay a 4% excise tax on such income. In order to maintain our status as a RIC, we must, in general, (1) continue to qualify as a BDC; (2) derive at least 90% of our gross income from dividends, interest, gains from the sale of securities and other specified types of income; (3) meet asset diversification requirements as defined in the Code; and (4) timely distribute to stockholders at least 90% of our annual investment company taxable income as defined in the Code. Investment Advisory Agreement Management Services Our Manager manages our investments and business pursuant to an Investment Advisory Agreement. Subject to the overall supervision of our Board of Directors, our Manager acts as investment adviser to us and manages the investment and reinvestment of our assets in accordance with our investment objectives and policies. Under the terms of the Investment Advisory Agreement, our Manager provides any and all management and investment advisory services necessary for the operation and conduct of our business and: 

          determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes; 

          identifies, evaluates and negotiates the structure of our investments; 

          monitors the performance of, and manages our investments; 

          determines the securities and other assets that we purchase, retain or sell and the terms on which any such securities are purchased and sold; 

          arranges for the disposition of our investments; 

          recommends to our Board of Directors the estimated fair value of our investments that are not publicly traded debt or equity securities, based on our valuation guidelines; 

          votes proxies in accordance with the proxy voting policy and procedures adopted by our Manager; and 

          provides us with such other investment advice, research and related services as our Board of Directors may, from time to time, reasonably require for the investment of our assets. Our Managers services under the Investment Advisory Agreement are not required to be exclusive, and our Manager is free to furnish the same or similar services to other entities, including businesses that may directly or indirectly compete with us for particular investments, so long as its services to others do not impair its services to us. Under the Investment Advisory Agreement and to the extent permitted by the 1940 Act, our Manager also provides on our behalf significant managerial assistance to those portfolio companies to which we are required to provide such assistance under the 1940 Act and who require such
assistance from us.
 12    TABLE OF CONTENTS Management Fee Pursuant to the Investment Advisory Agreement, we pay our Manager a fee for management services consisting of two components  a base management fee and an incentive fee. Base Management Fee:  We calculate the base management fee as 0.45% of the average value of our total assets as of the end of the two previous quarters. We record and pay this base management fee quarterly in arrears. Incentive Fee:  The incentive fee under the Investment Advisory Agreement consists of two parts. We calculate the first part of the incentive fee, the Investment Income Incentive Fee, as 20% of the excess, if any, of our net investment income for the quarter that exceeds a quarterly hurdle rate equal to 2% (8% annualized) of our net assets. We calculate and pay this Investment Income Incentive Fee quarterly in arrears. For the purpose of the calculation of the Investment Income Incentive Fee, net investment income means interest income, dividend income, royalty income and any other income (including any other fees, such as commitment, origination, syndication, structuring, diligence, managerial assistance, monitoring, and
consulting fees or other fees that we receive from portfolio companies) accrued during the fiscal quarter, minus our operating expenses for the quarter (including the base management fee, expenses payable under the Administration Agreement, any interest expense and dividends paid on issued and outstanding preferred stock, if any, but excluding the incentive fee). Accordingly, we may pay an incentive fee based partly on accrued interest, the collection of which is uncertain or deferred. Net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that we have not yet received in cash. Net investment income does not include any realized capital gains, realized capital losses, or unrealized capital appreciation or depreciation. For the years ended December 31, 2012, 2011 and 2010, we incurred Investment Income Incentive Fees totaling
$0, $0.3 million and $0, respectively. We calculate the second part of the incentive fee, the Capital Gains Fee, as (1) 20% of (a) our net realized capital gains (realized capital gains less realized capital losses) on a cumulative basis from the closing date of our initial public offering to the end of such fiscal year, less (b) any unrealized capital depreciation at the end of such fiscal year, less (2) the aggregate amount of all Capital Gains Fees paid to our Manager in prior fiscal years. We determine and pay the Capital Gains Fee in arrears as of the end of each fiscal year (or upon termination of the Investment Advisory Agreement, as of the termination
date). For accounting purposes only, in order to reflect the theoretical Capital Gains Fee that would be payable for a given period as if all unrealized capital gains were realized, we will accrue a Capital Gains Fee as described above (in accordance with the terms of the Investment Advisory Agreement), plus 20% of unrealized capital gains on investments held at the end of such period. It should be noted that the portion of the accruals for the Capital Gains Fees attributable to unrealized capital gains will not necessarily be payable under the Investment Advisory Agreement, and may never be paid based on the computation of Capital Gains Fees in subsequent periods. We have not incurred or paid any Capital Gains Fees for the years ended December 31, 2012, 2011 or 2010, and we do not anticipate paying any Capital Gains Fees in the foreseeable future. Our Manager has agreed that, to the extent permissible under federal securities laws and regulations, including Regulation M, it will utilize 30% of the fees it receives from the capital gains portion of the incentive fee (up to a maximum of $5 million of fees in the aggregate) to purchase shares of our common stock in open market purchases through an independent trustee or agent. To date, our Manager has acquired 6,500 shares of our common stock pursuant to this agreement at a cost of $0.1 million. Any sales of such stock will comply with any applicable six-month holding period under Section 16(b) of the Securities Act and
all other restrictions contained in any law or regulation, to the fullest extent applicable to any such sale. Any change in this voluntary agreement will not be implemented without at least 90 days prior notice to stockholders and compliance with all applicable laws and regulations. Our Board of Directors originally approved the Investment Advisory Agreement on November 9, 2004. The Board of Directors, or the affirmative vote of the holders of a majority of our outstanding voting securities, must approve the continuation of the Investment Advisory Agreement at least annually. Additionally, in either case, the approval must include a majority of the directors who are not interested
 13    TABLE OF CONTENTS persons. On October 30, 2012, our Board of Directors, including all of the independent directors, approved an extension of the Investment Advisory Agreement through November 9, 2013. The Investment Advisory Agreement may be terminated at any time, without the payment of any penalty, by a vote of our Board of Directors or the holders of a majority of our shares on 60 days written notice to our Manager, and would automatically terminate in the event of its assignment (as defined in the 1940 Act). Either party may terminate the agreement without penalty upon not more than 60 days written notice to the other. The Investment Advisory Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, our Manager and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) arising from the rendering of our Managers services or obligations under the Investment Advisory
Agreement or otherwise as our Manager. The agreement also provides that our Manager and its affiliates (including our Administrator) will not be liable to us or any stockholder for any error of judgment, mistake of law, any loss or damage with respect to any of our investments, or any action taken or omitted to be taken by our Manager in connection with the performance of any of its duties or obligations under the Investment Advisory Agreement or otherwise as an investment adviser to us, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Pursuant to the Investment Advisory Agreement, our Manager pays the compensation and routine overhead expenses of the investment professionals of our management team and their respective staffs, when and to the extent engaged in providing management and investment advisory services to us. We will bear all other costs and expenses of our operations and transactions. Our Manager, NGP Investment Advisor, LP, was formed in 2004 and maintains an office at 909 Fannin, Suite 3800, Houston, Texas 77010. Our Managers sole activity is to perform management and investment advisory services for us. Our Manager is a registered investment adviser under the Advisers Act. The foregoing description of the Investment Advisory Agreement is qualified in its entirety by reference to the full text of the document, a copy of which was filed as Exhibit 10.1 to our Form 10-K for the year ended December 31, 2004, and is incorporated herein by reference. Administration Agreement Pursuant to a separate Administration Agreement, our Administrator furnishes us with office facilities, equipment, and clerical, bookkeeping, and record keeping services at such facilities. Under the Administration Agreement, our Administrator also performs, or oversees the performance by third parties of, our required administrative services, which include responsibility for the financial records that we are required to maintain and preparation of reports to our stockholders and reports filed with the SEC. In addition, our Administrator assists in determining and publishing our net asset value, oversees the preparation and
filing of our tax returns, the printing and dissemination of reports to our stockholders, and generally oversees the payment of our expenses and the performance of administrative and professional services rendered to us by others. To the extent permitted under the 1940 Act, our Administrator may also provide, on our behalf, significant managerial assistance to our portfolio companies. We base payments under the Administration Agreement upon the allocable portion of our Administrators costs and expenses incurred in connection with administering our business. The Administration Agreement may be terminated at any time, without the payment of any penalty, by a vote of our Board of Directors or by our Administrator upon 60 days written notice to the other party, and will automatically terminate in the event of its assignment (as defined in the 1940 Act). Our Board of Directors originally approved the Administration Agreement on November 9, 2004. Our Board of Directors and a majority of our independent directors must approve the continuation of the Administration Agreement at least annually. On October 30, 2012, the Board of Directors, including all of the independent directors, approved an extension of the Administration Agreement through November 9, 2013.
 14    TABLE OF CONTENTS The Administration Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, our Manager and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) arising from the rendering of our Administrators services under the Administration Agreement or otherwise as
our Administrator. The agreement also provides that our Administrator and its affiliates (including our Manager) will not be liable to us or any stockholder for any error of judgment, mistake of law, any loss or damage with respect to any of our investments, or any action taken or omitted to be taken by our Administrator in connection with the performance of any of its duties or obligations under the Administration Agreement or otherwise as our Administrator. The foregoing description of the Administration Agreement is qualified in its entirety by reference to the full text of the document, a copy of which was filed as Exhibit 10.2 to our Form 10-K for the year ended December 31, 2004, and is incorporated herein by reference.
 15    TABLE OF CONTENTS Item 1A. Risk Factors. Risks Related to Our Business and Investments Economic downturns or recessions and the volatility of oil and natural gas prices could impair our portfolio companies operations and ability to satisfy obligations to their respective lenders, including us, which could negatively impact our ability to pay dividends and cause the loss of all or part of your investment. The conditions and overall strength of the national, regional and international economies, including interest rate fluctuations, changes in capital markets and changes in the prices of their primary commodities and products will generally affect our portfolio companies. These factors could adversely impact the results of operations of our portfolio companies. The U.S. and foreign financial markets have been experiencing a high level of volatility, disruption and distress in recent years, which has been exacerbated by the failure of several major financial institutions in late 2008, continuing uncertainty about the global economy and ongoing concerns surrounding the sovereign debt crisis, particularly in the euro-zone. Despite actions of the U.S. federal government and foreign governments, these events contributed to worsening general economic conditions that materially and adversely impacted the broader financial and credit markets and reduced the availability of debt and equity
capital for the market as a whole and financial services firms in particular. While these conditions have improved, volatility and relative instability could continue for a prolonged period of time or worsen in the future both in the United States and globally. Our portfolio companies may be susceptible to economic downturns or recessions and may be unable to repay our loans during these periods. Therefore, our non-performing assets may increase and the value of our portfolio may decrease during these periods. Adverse economic conditions also may decrease the value of collateral securing some of our loans and the value of our equity investments. Economic downturns or recessions could lead to financial losses in our portfolio and decreases in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets
or result in decisions by lenders not to extend credit to us. Additionally, oil and natural gas prices are volatile, and a decline in oil and natural gas prices could significantly affect the business, financial condition and results of operations of our portfolio companies and their ability to meet financial commitments. These events could prevent us from making additional investments and harm our operating results. A portfolio companys failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of its loans and foreclosure on the assets securing such loans, which could trigger cross-defaults under other agreements and jeopardize our portfolio companys ability to meet its obligations under the debt securities that we hold and the value of any equity securities we own. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company. In addition, if one of our portfolio companies
were to go bankrupt, even though we may have structured our interest as senior debt, depending on the facts and circumstances, including the extent to which we actually provided managerial assistance to that portfolio company, a bankruptcy court might recharacterize our debt holding and subordinate all or a portion of our claim to that of other creditors. This could negatively affect our ability to pay dividends and cause the loss of all or part of your investment. Capital markets have been in a period of disruption and instability in recent years. These market conditions have materially and adversely affected debt and equity capital markets in the United States, which has had, and may in the future have, a negative impact on our business and operations. Beginning in 2007, the U.S. capital markets entered into a period of disruption as evidenced by a lack of liquidity in the debt capital markets, significant write-offs in the financial services sector, the re-pricing of credit risk in the broadly syndicated credit market and the failure of major financial institutions. Despite actions of the U.S. federal government, these events contributed to worsening general economic conditions that materially and adversely impacted the broader financial and credit markets and reduced the availability of debt and equity capital for the market as a whole and financial services firms in
particular. While these conditions have improved, there can be no assurance that they will not worsen in the future. If these adverse
 16    TABLE OF CONTENTS market conditions return, we and other companies in the financial services sector may have to access, if available, alternative markets for debt and equity capital in order to grow. Equity capital may be difficult to raise because, subject to some limited exceptions, as a BDC, we are generally not able to issue additional shares of our common stock at a price less than net asset value without first obtaining approval for such issuance from our stockholders and our independent directors. In addition, our ability to incur indebtedness (including by issuing preferred stock) is limited by applicable regulations such that our asset
coverage, as defined in the Investment Company Act, must equal at least 200% immediately after each time we incur indebtedness. The debt capital that will be available, if at all, may be at a higher cost and on less favorable terms and conditions in the future. Any inability to raise capital could have a negative effect on our business, financial condition and results of operations. Moreover, market conditions may make it difficult to extend the maturity of or refinance our existing indebtedness and any failure to do so could have a material adverse effect on our business. The illiquidity of our investments may make it difficult for us to sell such investments if required. As a result, we may realize significantly less than the value at which we have recorded our investments. Capital market volatility also affects our investment valuations. While most of our investments are not publicly traded, applicable accounting standards require us to assume as part of our valuation process that
our investments are sold in a principal market to market participants (even if we plan on holding an investment through its maturity). As a result, volatility in the capital markets can adversely affect our valuations. During the extreme volatility and dislocation in the capital markets in recent years, many BDCs have faced, and may in the future face, a challenging environment in which to raise capital. As a result of the significant changes in the capital markets affecting our ability to raise capital, the pace of our investment activity slowed in 2009 and 2010. In addition, significant changes in the capital markets, including the recent extreme volatility and disruption, have had, and may in the future have, a negative effect on the valuations of our investments and on the potential for liquidity events involving our investments. An inability to raise capital, if needed, and any required sale of our investments for liquidity purposes, could have a material adverse impact on our business, financial condition or results of
operations. High oil and natural gas prices may increase the availability of alternative sources of capital and reduce demand for our targeted investments. During periods of higher oil and natural gas prices, energy companies may have less financial need for borrowing than in a lower commodity price environment. At higher commodity price levels, borrowers may use the additional cash flow to reduce outstanding debt under senior secured facilities, which typically makes future borrowing capacity available to such borrowers. In addition, to the extent senior lenders base borrowing capacity on reserve value calculations, higher commodity prices typically increase reserve values, thereby creating additional borrowing capacity. Because interest rates under senior secured facilities
will generally be lower than the interest rates of our targeted investments, energy companies may have the ability to borrow additional amounts under their senior debt facilities and this ability may reduce the demand for our targeted investments. As a result, high commodity prices may have the effect of reducing the number of energy companies seeking financing similar to our targeted investments or causing us to achieve lower total returns on our targeted investments. Our ability to grow will depend on our ability to raise capital. Periodically, we will need to access the capital markets to raise cash to fund new investments. Unfavorable economic conditions could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. An inability to access the capital markets successfully could limit our ability to grow our business and fully execute our business strategy and could decrease our earnings. With certain limited exceptions, we are only allowed to borrow amounts or issue debt securities or preferred stock such that our asset coverage, as defined in the 1940 Act, equals at least 200%
after such borrowing, which, in certain circumstances, may restrict our ability to borrow or issue debt securities or preferred stock. The amount of leverage that we employ will depend on our Managers and our Board of Directors assessment of market and other factors at the time of any proposed borrowing or issuance of debt securities or preferred stock. We cannot assure you that we will be able to maintain our current credit facility or obtain another line of credit at all or on terms acceptable to us.
 17    TABLE OF CONTENTS In addition to issuing securities to raise capital as described above, we may in the future seek to securitize our loans to generate cash for funding new investments. To securitize loans, we may create a wholly owned subsidiary and contribute a pool of loans to the subsidiary. This could include the sale of interests in the subsidiary on a non-recourse basis (except for customary repurchase obligations for breach of representations and warranties) to purchasers whom we would expect to be willing to accept a lower interest rate to invest in investment grade loan pools, and we would expect that we would retain a subordinated
interest in the assets and participate (most likely on a first loss basis) in losses related to the securitized assets to the extent of that interest. However, we will base the exact structure and provisions of any securitization upon then-current market conditions and may vary from the description in this paragraph. An inability to securitize our loan portfolio successfully could limit our ability to grow our business, fully execute our business strategy and decrease our earnings. Moreover, the successful securitization of our loan portfolio might expose us to losses, as the residual loans in which we do not sell interests will tend to be those that are riskier and more apt to generate losses. The 1940 Act may also impose restrictions on the structure of any securitization. We have no present plans to securitize any of our loans, but believe the availability of this option will provide us with increased flexibility in the future to raise additional capital. Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital. We may issue debt securities or preferred stock, which we refer to collectively as senior securities, and/or borrow money from banks or other financial institutions, up to the maximum amount permitted by the 1940 Act. The provisions of the 1940 Act permit us, as a BDC, to incur indebtedness or issue senior securities only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200% after each such incurrence or issuance. If the value of our assets declines, we may be unable to satisfy this test, which may prohibit us from paying dividends and could prevent us from maintaining our status
as a RIC or may prohibit us from repurchasing shares of our common stock. If we cannot satisfy this test, we may be required to sell a portion of our investments at a time when such sales may be disadvantageous and, depending on the nature of our leverage, repay a portion of our indebtedness. As of December 31, 2012, given our total assets of $312 million and total debt of $104.5 million, our asset coverage for senior securities was 299%. We are not generally able to issue and sell our common stock at a price below net asset value 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 net asset value per share of the common stock if our Board of Directors determines that such sale is in our best interests and the best interests of our stockholders, and, in certain instances, our stockholders approve such sale. Any such sale would be dilutive to existing stockholders. In any such case, the price at which we issue or sell our securities may not be less than a price that, in the
determination of our Board of Directors, closely approximates the market value of such securities (less any commission or discount). If our common stock trades at a discount to net asset value, this restriction could adversely affect our ability to raise capital. We operate in a highly competitive market for investment opportunities. A large number of entities compete with us to make the types of investments that we make in energy companies. We compete with public and private funds, commercial and investment banks, commercial financing companies, and, to the extent they provide an alternative form of financing, private equity funds. Moreover, alternative investment vehicles, such as hedge funds, also invest in middle market companies. As a result, competition for investment opportunities in middle market companies is intense. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we
do. For example, some competitors may 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 and establish more relationships than us. We believe that a significant part of our competitive advantage in investing in middle market companies will stem from the fact that the market for investments in middle market companies is underserved by traditional commercial banks and other financing sources. A significant increase in the number and/or the size of our competitors in this target market could force us to accept less attractive investment terms. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act
 18    TABLE OF CONTENTS imposes on us as a BDC. The competitive pressures that we face may have a material adverse effect on our business, financial condition and results of operations. Also, because of this competition, we may not be able to take advantage of attractive investment opportunities from time to time, and we may not be able to identify and make investments that are consistent with our investment objectives. We do not seek to compete solely based on the interest rates we offer to prospective portfolio companies. However, some of our competitors may make loans with interest rates comparable to or lower than the rates we offer. We may lose investment opportunities if we do not match our competitors pricing, terms and structures. If we match our competitors pricing, terms and structures, we may experience decreased net interest income or capital gains and increased risk of credit loss, and the value of our shares or the amount of dividends paid may decline. Investing in privately held companies may be riskier than investing in publicly traded companies due to the lack of available public information. We invest primarily in privately held companies, which may be subject to higher risk than investments in publicly traded companies. Generally, little public information exists about these companies, and we are required to rely on the ability of our management team to obtain adequate information to evaluate the potential risks and returns involved in investing in these companies. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and we may lose some or all of the money we invest in these companies. These factors could subject us to greater risk than
investments in publicly traded companies and negatively affect our investment returns, which could negatively affect our ability to pay dividends and cause the loss of all or part of your investment. To the extent original issue discount and paid-in-kind interest constitute a portion of our income, we will be exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash representing such income. Our investments include original issue discount, or OID, instruments. To the extent original issue discount constitutes a portion of our income, we are exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash, including the following: 

          The higher yield of OID instruments reflect the payment deferral and credit risk associated with these instruments. 

          OID instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of the collateral. 

          OID instruments generally represent a significantly higher credit risk than coupon loans. 

          OID income received by us may create uncertainty about the source of our cash distributions to stockholders. For accounting purposes, any cash distributions to stockholders representing OID or market discount income are not treated as coming from paid-in capital, even though the cash to pay them comes from the offering proceeds. Thus, although a distribution of OID or market discount interest comes from the cash invested by the stockholders, Section 19(a) of the 1940 Act does not require that stockholders be given notice of this fact by reporting it as a return of capital. 

          The deferral of paid-in-kind, or PIK, interest has a negative impact on liquidity, as it represents non-cash income that may require distribution of cash dividends to stockholders in order to maintain our RIC status. In addition, the deferral of PIK interest also increases the loan-to-value ratio at a compounding rate, thus, increasing the risk that we will absorb a loss in the event of foreclosure. 

          OID and market discount instruments create the risk of non-refundable cash payments to our Manager based on non-cash accruals that we may not ultimately realize.
 19    TABLE OF CONTENTS Many of our portfolio investments are not publicly traded and, as a result, there is uncertainty as to the value of our portfolio investments. Large percentages of our portfolio investments (other than our short-term cash investments) are, and will continue to be, in the form of securities that are not publicly traded. The estimated fair value of securities and other investments that are not publicly traded may not be readily determinable. We value these securities quarterly at estimated fair value in accordance with procedures as determined in good faith by our Board of Directors. The types of factors we consider in determining the estimated fair value of an investment include the nature and realizable value of any collateral, the portfolio companys earnings
and ability to make payments, the markets in which the portfolio company does business, comparison to publicly traded companies, discounted cash flow and other relevant factors. Because such estimated valuations, and particularly estimated valuations of private securities and private companies, are inherently uncertain, may fluctuate during short periods of time and may be based on estimates, our determinations of estimated fair value may differ materially from the values that would have been used if a ready market for these securities existed. As a result, we may not be able to dispose of our holdings at a price equal to or greater than our estimated fair value. Our net asset value could be adversely affected if our determinations regarding the estimated fair value of our investments are materially higher than the values that we ultimately realize upon the disposal of such securities. In addition, the subjective nature of such estimated valuations may cause the shares of our common
stock to trade at a discount to our net asset value. Our equity investments may lose all or part of their value, causing us to lose all or part of our investment in those companies. The equity interests in which we invest may not appreciate or may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience. As a result, our equity interests may decline in value, causing us to lose all or part of our equity investment in those companies, and may negatively affect our ability to pay dividends and cause the loss of all or part of your investment. The energy industry is subject to many risks. We have a significant concentration of investments in the energy industry. The revenues, income (or losses) and valuations of energy companies can fluctuate suddenly and dramatically due to any one or more of the following factors: Commodity Pricing Risk.  In general, commodity prices directly affect energy companies, such as the market prices of crude oil, natural gas, coal and wholesale electricity, especially for those who own the underlying energy commodity. In addition, the volatility of commodity prices can affect other energy companies due to the impact of prices on the volume of commodities produced, transported, processed, stored or distributed and on the cost of fuel for power generation companies. The volatility of commodity prices can also affect energy companies ability to access the capital markets in light of market
perception that their performance may be directly tied to commodity prices. Historically, energy commodity prices have been cyclical and exhibited significant volatility. Some of our portfolio companies may not engage in hedging transactions to minimize their exposure to commodity price risk. Those companies that engage in such hedging transactions remain subject to market risks, including market liquidity and counterparty creditworthiness. Regulatory Risk.  Changes in the regulatory environment could adversely affect the profitability of energy companies. Federal, state and local governments heavily regulate the businesses of energy companies in diverse matters, such as the way in which energy assets are constructed, maintained and operated and the prices energy companies may charge for their products and services. Such regulation can change over time in scope and intensity. For example, a regulatory agency may declare a particular by-product of an energy process as hazardous, which can unexpectedly increase production costs. Moreover, many
state and federal environmental laws provide for civil penalties as well as regulatory remediation, thus adding to the potential liability an energy company may face. Production Risk.  The volume of crude oil, natural gas or other energy commodities available for producing, transporting, processing, storing, distributing or generating power may materially impact the
 20    TABLE OF CONTENTS profitability of energy companies. A significant decrease in the production of natural gas, crude oil, coal or other energy commodities, due to the decline of production from existing facilities, import supply disruption, depressed commodity prices, political events, OPEC actions or otherwise, could reduce revenue and operating income or increase operating costs of energy companies and, therefore, their ability to pay debt or dividends. Demand Risk.  A sustained decline in demand for crude oil, natural gas, refined petroleum products and electricity could materially affect revenues and cash flows of energy companies. Factors that could lead to a decrease in market demand include a recession or other adverse economic conditions, increases in the market price of the underlying commodity, higher taxes or other regulatory actions that increase costs, or shifts in consumer demand for such products. Depletion and Exploration Risk.  A portion of an energy companys assets may consist of natural gas, crude oil and/or coal reserves and other commodities that naturally deplete over time. Depletion could have a material adverse impact on such companys ability to maintain its revenue. Further, estimates of energy reserves may not be accurate and, even if accurate, reserves may not be produced profitably. In addition, exploration of energy resources, especially of oil and natural gas, is inherently risky and requires large amounts of capital. Weather Risk.  Unseasonable extreme weather patterns could result in significant volatility in demand for energy and power or may directly affect the operations of individual companies. This weather-related risk may create fluctuations in earnings of energy companies. Operational Risk.  Energy companies are subject to various operational risks, such as failed drilling or well development, unscheduled outages, underestimated cost projections, unanticipated operation and maintenance expenses, failure to obtain the necessary permits to operate and failure of third-party contractors (such as energy producers and shippers) to perform their contractual obligations. In addition, energy companies employ a variety of means of increasing cash flow, including increasing utilization of existing facilities, expanding operations through new construction, expanding operations through
acquisitions, or securing additional long-term contracts. Thus, some energy companies may be subject to construction risk, acquisition risk or other risks arising from their specific business strategies. Competition Risk.  The energy companies in which we may invest will face substantial competition in acquiring properties, enhancing and developing their assets, marketing their commodities, securing trained personnel and operating their properties. Many of their competitors, including major oil companies, natural gas utilities, independent power producers and other private independent energy companies, may have financial and other resources that substantially exceed their resources. The businesses in which we may invest face greater competition in the production, marketing and selling of power and energy
products brought about in part from the deregulation of the energy markets. Valuation Risk.  We make targeted investments based upon valuations of our portfolio companies assets that are subject to uncertainties inherent in estimating quantities of reserves of oil, natural gas and coal and in projecting future rates of production and the timing of development expenditures, which are dependent upon many factors beyond our control. The estimates rely on various assumptions, including, for example, commodity prices, operating expenses, capital expenditures and the availability of funds, and are therefore inherently imprecise indications of future net cash flows. Actual future
production, cash flows, taxes, operating expenses, development expenditures and quantities of recoverable reserves may vary substantially from those assumed in the estimates. Any significant variance in these assumptions could materially affect the value of our investments. Financing Risk.  Some of the portfolio companies in which we invest may rely on capital markets to raise money to pay their existing obligations. Any of the risk factors associated with energy companies described above, general economic and market conditions or other factors may affect their ability to access the capital markets on attractive terms. This may in turn affect their ability to satisfy their obligations with us. Climate Change.  There may be evidence of global climate change. Climate change creates physical and financial risk and some of our portfolio companies may be adversely affected by climate change. For example, the needs of customers of energy companies vary with weather conditions, primarily temperature and humidity. To the extent climate changes affect weather conditions, energy use could increase or decrease
 21    TABLE OF CONTENTS depending on the duration and magnitude of any changes. Increased energy use due to weather changes may require additional investments by our portfolio companies in more pipelines and other infrastructure to serve increased demand. A decrease in energy use due to weather changes may affect our portfolio companies financial condition through decreased revenues. Extreme weather conditions in general require more system backup, adding to costs, and can contribute to increased system stresses, including service interruptions. Potential lawsuits against or taxes or other regulatory costs imposed on greenhouse gas emitters
could also affect energy companies, based on links drawn between greenhouse gas emissions and climate change. When we are a debt or minority equity investor in a portfolio company, we generally will not be in a position to control the entity, and management of the portfolio company may make decisions that could decrease the value of our portfolio holdings. We generally make debt and minority equity investments, and are therefore subject to the risks that a portfolio company may make business decisions with which we disagree. Further, the stockholders and management of such company may take risks or otherwise act in ways that do not serve our interests. Due to the lack of liquidity in the markets for our investments in privately held companies, we may not be able to dispose of our interests in our portfolio companies as readily as we would like. As a result, a portfolio company may make decisions that could decrease the value of our portfolio holdings. The lack of liquidity in our investments may adversely affect our business. We generally make investments in private companies. Substantially all of these investments are subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. The illiquidity of our investments may make it difficult for us to sell such investments if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our investments. In addition, we may face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that
we have material non-public information regarding such portfolio company. We may experience fluctuations in our quarterly results. We could experience fluctuations in our quarterly operating results due to a number of factors, including changes in the fair values of our portfolio investments, the interest rate payable on the debt securities we acquire, the default rate on such securities, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, delays between the timing of the redemption of portfolio investments and the redeployment of such proceeds into new investments, the degree to which we encounter competition in our markets and general economic conditions. Because of these factors, you
should not rely on results for any period as being indicative of performance in future periods. We may choose to invest a portion of our portfolio in investments that may be considered highly speculative, which could negatively affect our ability to pay dividends and cause a loss of part of your investment. Our investments are generally in the form of debt instruments, including senior and subordinated loans, combined in one facility, sometimes with an equity component, and subordinated loans, sometimes with equity components. We may also invest in preferred stock and other equity securities. We would likely often make these types of investments in companies that possess assets that do not produce sufficient current cash flow at inception of our investment to amortize the principal throughout the life of a loan. For example, we could make such an investment in a company that owns proved non-producing oil and natural gas reserves
and requires capital to finance development drilling to initiate the production of the reserves and generate cash flow. Some of these investments may be of a highly speculative nature and may lose some or all of their value, which could negatively affect our ability to pay dividends and cause the loss of part of your investment. We fund a portion of our investments with borrowed money, which magnifies the potential for gain or loss on amounts invested and may increase the risk of investing in us. Borrowings, also known as leverage, magnify the potential for gain or loss on amounts invested and, therefore, increase the risks associated with investing in our securities. We currently borrow under our Investment Facility and in the future may borrow from or issue senior debt securities. Our current and future
 22    TABLE OF CONTENTS debt securities are and may be governed by an indenture or other instrument containing covenants restricting our operating flexibility. We, and indirectly our stockholders, bear the cost of issuing and servicing such securities. Any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock. Our lenders have fixed dollar claims on our consolidated assets that are superior to the claims of our common stockholders or any preferred stockholders. If the value of our investment portfolio increases, then leveraging would cause the net
asset value to increase more sharply than it would have had we not leveraged. Conversely, if the value of our investment portfolio decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had we not leveraged. Similarly, any increase in our investment income in excess of interest expense payable on the borrowed funds would cause our net income to increase more than it would without the leverage, while any decrease in our investment income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to make common stock dividend payments. Leverage is generally considered a speculative investment technique. We intend to continue borrowing under the Investment Facility in the future, and we may increase the size of the Investment Facility or issue senior debt securities or other evidence of indebtedness. Our ability to service our debt depends largely on our financial
performance and is subject to prevailing economic conditions and competitive pressures. The amount of leverage that we employ at any particular time will depend on our Managers and our Board of Directors assessment of market and other factors at the time of any proposed borrowing. Changes in interest rates may expose us to additional risks. General interest rate fluctuations may have a negative impact on our investments and investment opportunities and, accordingly, may have a material adverse effect on investment objectives and our rate of return on invested capital. Because we may borrow money to make investments, our net investment income depends upon the difference between the rate at which we borrow funds and the rate at which we invest these funds. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. As of December 31, 2012, excluding investments in
U.S. Treasury Bills, approximately 67% of our portfolio investments at fair value in our portfolio were at fixed rates, while approximately 33% were at variable rates. Trading prices for debt that pays a fixed rate of return tend to fall as interest rates rise. Trading prices tend to fluctuate more for fixed-rate securities that have longer maturities. Although we have no policy governing the maturities of our investments, under current market conditions we expect that we will invest in a portfolio of debt generally having maturities of three to seven years, but may have longer maturities. This means that, to the extent we fund longer term fixed rate investments with shorter term floating rate borrowings, we will be subject to greater risk (other things being equal) than a fund invested solely in shorter term securities. A decline in the prices of the debt we own could adversely affect the trading price of our shares. Failure to extend our Investment Facility, the revolving period of which is currently scheduled to expire on August 31, 2014, could have a material adverse effect on our results of operations and financial position and our ability to pay expenses and make distributions. The revolving period for our Investment Facility with a syndicate of lenders is currently scheduled to expire on August 31, 2014. If the participant banks do not renew or extend the Investment Facility by August 31, 2014, we will not be able to make further borrowings under the facility after such date and the outstanding principal balance on that date will be due and payable. If we are unable to extend our facility or find a new source of borrowing on acceptable terms, we will be required to pay down the amounts outstanding under the facility through one or more of the following: (1) available cash balances, (2) principal
collections on our securities pledged under the facility, (3) at our option, interest collections on our securities pledged under the facility, or (4) possible liquidation of some or all of our loans and other assets, any of which could have a material adverse effect on our results of operations and financial position and may force us to decrease or stop paying certain expenses and making distributions until the facility is repaid. In addition, our stock price could decline significantly, we would be restricted in our ability to acquire new investments and, in connection with our year-end audit, our independent registered accounting firm could raise an issue as to our ability to continue as a going concern.
 23    TABLE OF CONTENTS We may not have sufficient funds to make follow-on investments. Our decision not to make a follow-on investment may have a negative impact on a portfolio company in need of such an investment or may result in a missed opportunity for us. After our initial investment in a portfolio company, the company may request additional funds or we may have the opportunity to increase our investment in a successful situation, for example, the exercise of a warrant to purchase common stock. There is no assurance that we will make, or will have sufficient funds to make, follow-on investments. Any decision we make not to make a follow-on investment or any inability on our part to make such an investment may have a negative impact on a portfolio company in need of such an investment or may result in a missed opportunity for us to increase our participation in a successful
operation and may dilute our equity interest or otherwise reduce the expected yield on our investment. We may in the future determine to fund a portion of our investments with preferred stock, which would magnify the potential for gain or loss and the risks of investing in us in the same way as our borrowings. Because preferred stock is another form of leverage and the dividends on any preferred stock we issue must be cumulative, preferred stock has the same risks to our common stockholders as borrowings. Payment of such dividends and repayment of the liquidation preference of such preferred stock must take preference over any dividends or other payments to our common stockholders. Preferred stockholders are not subject to any of our expenses or losses and are not entitled to participate in any income or appreciation in excess of their stated preference. Our Board of Directors may change most of our operating policies and strategies without prior notice or stockholder approval, the effects of which may be adverse. Our Board of Directors has the authority to modify or waive most of our current operating policies and our strategies without prior notice and without stockholder approval. We cannot predict the effect any changes to our current operating policies and strategies would have on our business, operating results and value of our stock. However, the effects might be adverse, which could negatively affect our ability to pay you dividends and cause you to lose all or part of your investment. In the event that our Board of Directors determines that we cannot economically pursue our investment objective under the 1940 Act, they may at
some future date decide to withdraw our election to be treated as a BDC and convert us to a management investment company or an operating company not subject to regulation under the 1940 Act, or cause us to liquidate. These changes would require the approval of a requisite percentage of our Board of Directors and the holders of a majority of our shares under the 1940 Act. 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 generally structure the debt investments in our portfolio companies to include customary business and financial covenants placing affirmative and negative obligations on the operation of each 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 us 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 affect our ability to pay dividends and cause the loss of all or part of your investment. We may concentrate our portfolio investments in a limited number of portfolio companies, which would magnify the effect if one of those companies were to suffer a significant loss. We are a closed-end, non-diversified management investment company under the 1940 Act, which means we are not limited by the 1940 Act in the proportion of our assets that may be invested in the securities of a single issuer. A consequence of this concentration is that the aggregate returns we initially realize may be adversely affected if a small number of our investments perform poorly or if we need to write down the value
 24    TABLE OF CONTENTS of any one such investment. Beyond the applicable federal income tax diversification requirements, we do not have fixed guidelines for diversification, and our investments could be concentrated in relatively few portfolio companies. Financial difficulty on the part of any single portfolio company will expose us to a greater risk of loss than would be the case if we were a diversified company holding numerous investments. To the extent that we take large positions in the securities of a small number of portfolio companies, our net asset value and the market price of our common stock may fluctuate as a result of
changes in the financial condition or in the markets assessment of such portfolio companies to a greater extent than that of a diversified investment company. These factors could negatively affect our ability to pay dividends and cause the loss of all or part of your investment. In addition, we concentrate our investments in the energy industry. Consequently, this concentration exposes us to the risks of adverse developments affecting the energy industry to a greater extent than if we dispersed our investments over a variety of industries. See The energy industry is subject to many risks. Our principal investment strategy is to invest in subordinated or mezzanine securities, which may be junior to other debts incurred by the portfolio companies. As a result, the holders of such debt may be entitled to payments of principal or interest prior to us, preventing us from obtaining the full value of our investment in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company. We invest a substantial amount of our assets in subordinated debt securities and mezzanine investments issued by our portfolio companies. The portfolio companies will usually have, or may be permitted to incur, other debt that ranks equally with, or senior to, the securities in which we invest. By their terms, such debt instruments may entitle the holders to receive payment of interest or principal on or before the dates on which we are entitled to receive payments in respect of the securities in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company,
holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying such senior creditors, the portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with securities in which we invest, we would have to share on an equal basis any distributions with other creditors holding such securities in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company. An event such as an insolvency, liquidation, dissolution, reorganization or bankruptcy of a relevant portfolio company may prevent us from obtaining the full value of our investment. Our portfolio companies may be highly leveraged. Some of our portfolio companies may be highly leveraged, which may have adverse consequences to these companies and to us as an investor. These companies may be subject to restrictive financial and operating covenants and the leverage may impair these companies ability to finance their future operations and capital needs. As a result, these companies flexibility to respond to changing business and economic conditions and to take advantage of business opportunities may be limited. Further, a leveraged companys income and net assets will tend to increase or decrease at a greater rate than if borrowed money were
not used. Failure to deploy new capital may reduce our return on equity. Until we identify new investment opportunities, we intend to either invest any excess cash and the net proceeds of future offerings in interest-bearing deposits or other short-term instruments or use the net proceeds from such offerings to reduce then-outstanding obligations under our credit facility. We cannot assure you that we will be able to find enough appropriate investments that meet our investment criteria or that any investment we complete using the proceeds from an offering will produce a sufficient return. If we fail to invest any new capital effectively our return on equity may be negatively impacted, which could
reduce the price of the shares of our common stock.
 25    TABLE OF CONTENTS We may invest a portion of our assets in foreign securities. Investing in foreign securities typically involves more risks than investing in U.S. securities. These risks can increase the potential for losses by us and negatively affect our stock price. Foreign securities may be issued and traded in foreign currencies. As a result, changes in exchange rates between foreign currencies may affect their values in U.S. dollar terms. For example, if the value of the U.S. dollar increases relative to a foreign currency, a loan payable in that foreign currency will decrease in value because it will be worth fewer U.S. dollars. The political, economic, and social structure of some foreign countries may be less stable and more volatile than those in the United States. Investments in these countries may be subject to the risks of internal and external conflicts, currency devaluations, foreign ownership limitations and tax increases. A government may take over assets or operations of a company or impose restrictions on the exchange or export of currency or other assets. Some countries also may have different legal systems that may make it difficult for us to vote proxies, exercise stockholder rights, and pursue legal remedies with respect to foreign
investments. Diplomatic and political developments, including rapid and adverse political changes, social instability, regional conflicts, terrorism and war, could affect the economies, industries and securities and currency markets, and the value of our investments, in non-U.S. countries. These factors are extremely difficult, if not impossible, to predict and to take into account with respect to our investments in foreign securities. Brokerage commissions and other fees generally are higher for foreign securities. Government supervision and regulation of foreign stock exchanges, currency markets, trading systems and brokers may be less than in the United States. The procedures and rules governing foreign transactions and custody (holding of our assets) may involve delays in payment, delivery or recovery of money or investments. Foreign companies may not be subject to the same disclosure, accounting, auditing and financial reporting standards and practices as U.S. companies. Thus, there may be less information publicly available about foreign companies than about most U.S. companies. Certain foreign securities may be less liquid (harder to sell) and more volatile than many U.S. securities. This means we may at times be unable to sell foreign securities at favorable prices. Dividend and interest income from foreign securities may be subject to withholding taxes by the country in which the issuer is located, and we may not be able to pass through to our stockholders foreign tax credits or deductions with respect to these taxes. Payments of our limited term ORRI granted by ATP were delayed for approximately two months as a result of bankruptcy proceedings. There is a risk that the consequences of any additional delays or future adverse rulings by the bankruptcy court would prevent us from recovering our full investment in the ORRI. In 2011 and 2012, we purchased from ATP Oil & Gas Corporation, or ATP, limited-term overriding royalty interests, or ORRIs, in certain offshore oil and gas producing properties operated by ATP in the Gulf of Mexico. Under this arrangement, we own the right to our proportionate share (ranging from 5.0% to 10.8%) of the monthly production proceeds from the various oil and gas properties subject to the ORRI in ATPs Gomez and Telemark properties. On August 17, 2012, ATP filed for protection under Chapter 11 of the U.S. Bankruptcy Code and received authorization to incur debtor-in-possession financing of approximately
$600 million. ATP failed or refused to deliver our proportionate share of production proceeds for the production months of May and June 2012, which proceeds were due to be distributed on July 31, 2012 and August 31, 2012, respectively. On August 23, 2012, the bankruptcy judge presiding over ATPs case signed an order allowing ATP to pay proceeds of production received after August 17, 2012 to those parties it believes are entitled to receive the same, including the ORRI holders, provided that the owners of the ORRIs execute an agreement providing for the repayment to ATP of any amounts that the bankruptcy court later finds to have been inappropriately paid. Each ORRI provides that it will terminate after we receive payments that equal our investment in the ORRI plus a time-value factor that is calculated at a rate of 13.2% per annum. As of December 31, 2012, our unrecovered investment was $37.0 million. As of February 28, 2013, our unrecovered investment was $33.6 million.
 26    TABLE OF CONTENTS Payments not made on the ORRIs for pre-petition production have been delayed, thus extending the time for termination of the ORRI, and may never be made in full. It is also possible that our rights to payments for post-petition production, as well as post-petition payments actually received, could be delayed or otherwise adversely affected in ATPs bankruptcy proceedings, resulting in our inability to recover our investment in full and our expected return. If we do not receive payments for post-petition production from the wells subject to the ORRIs in amounts sufficient to provide for termination of the ORRIs prior to
the wells being shut in, then we would fail to recover, in full, our investment plus the associated time-value factor. In the interim, if production declines significantly, the fair value of our ORRIs could decline accordingly. Risks Related to Our Manager Our management team may provide services to other investors, which could reduce the amount of time and effort that they devote to us, which could negatively affect our performance. Our Investment Advisory Agreement does not restrict the right of our Manager, NGP, or any persons working on our behalf, to carry on their respective businesses, including providing advice to others with respect to the purchase of securities that would meet our investment objectives. Although the officers of our Manager devote full time to the management of our business, our Investment Advisory Agreement does not specify a minimum time period that representatives of NGP who are serving as directors or members of our Managers investment committee must devote to managing our investments. Each of Messrs. Hersh and Albin
(who serve as members of our Board of Directors), and Messrs. Quinn and Covington (who serve as members of our Managers investment committee) continue to have substantial responsibilities in connection with their roles managing other NGP-affiliated funds. Our portfolio companies may request managerial assistance from our Manager and its management team. The ability of these parties to engage in these other business activities, including managing assets for third parties, could reduce the time and effort they spend managing our portfolio, which could negatively affect our performance. Our future success is dependent upon the members of our management team and their access to investment professionals of our Managers affiliates and the loss of any of them could detrimentally affect our operations. We depend on the diligence, experience, skill and network of business contacts of our management team. We also depend, to a significant extent, on our Managers investment professionals and the information and deal flow generated by them in the course of their investment and portfolio management activities. Our management team evaluates, negotiates, structures, closes and monitors our investments. Our future success will depend on the continued service of our management team. The departure of any of the senior members of our management team, or of a significant number of the investment professionals of our Manager, could
have a material adverse effect on our ability to achieve our investment objectives. We have not entered into employment agreements, nor do we have an employment relationship, with any of these individuals. There is competition for qualified professionals in our Managers industry. If our Manager is unable to hire and retain qualified personnel, we may be unable to successfully implement our investment strategy and the value of your investment could decline. In addition, we can offer no assurance that our Manager will remain our Manager or that we will continue to have access to the investment professionals of our Manager or their information and deal flow. The loss of any member of our management team could detrimentally affect our operations. Our obligation to reimburse our Manager for certain expenses could result in a conflict of interest. In the course of our investing activities, we pay management and incentive fees to our Manager. Also, we reimburse our Manager and our Administrator for certain expenses they incur, such as those payable to third parties in monitoring our financial and legal affairs and investments and performing due diligence on our prospective investments. Due to this arrangement, there may be times when our Manager has interests that differ from those of our stockholders, giving rise to a conflict that could negatively affect our investment returns and the value of your investment.
 27    TABLE OF CONTENTS We pay our Manager a base management fee based upon our total assets, which may lead our Manager to cause us to incur more debt than is prudent in order to maximize its compensation. We pay our Manager a quarterly base management fee based on the value of our total assets (including assets acquired with borrowed funds). Accordingly, our Manager has an enhanced economic incentive to increase our leverage, including through the issuance of debt securities, convertible securities and preferred stock. Increased leverage will expose or subject us to increased risk of loss, increased cost of issuing and servicing such senior securities, and any additional covenant restrictions imposed in an indenture or by the applicable lender, which could negatively affect our business and results of operations. We pay our Manager incentive compensation based on our portfolios performance. This arrangement may lead our Manager to recommend riskier or more speculative investments in an effort to maximize its incentive compensation. In addition to its base management fee, our Manager earns incentive compensation in two parts. The first part is payable quarterly and is equal to a specified percentage of the amount by which our net investment income exceeds a hurdle rate. The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year and equals (1) 20% of (a) our net realized capital gain (realized capital gains less realized capital losses) on a cumulative basis from the closing date of our initial public offering to the end of such fiscal year, less (b) any unrealized capital depreciation at the end of such
fiscal year, less (2) the aggregate amount of all capital gains fees paid to our Manager in prior years. For accounting purposes only, in order to reflect the theoretical capital gains incentive fee that would be payable for a given period as if all unrealized capital gains were realized, we will accrue a capital gains incentive fee as described above (in accordance with the terms of the Investment Advisory Agreement), plus 20% of unrealized capital gains on investments held at the end of such period. It should be noted that the portion of the accruals for the capital gains incentive fees attributable to unrealized capital gains will not necessarily be payable under the Investment Advisory Agreement, and may never be paid based on the computation of capital gains incentive fees in subsequent periods. Amounts paid under the Investment Advisory Agreement will be consistent with the formula reflected in the Investment Advisory Agreement. The way in which we determine the incentive fee payable to our Manager may encourage our Manager to use leverage to increase the return on our investments. Under certain circumstances, the use of leverage may increase the likelihood of default, which would adversely affect our stockholders because their interests would be subordinate to those of debtholders. In addition, our Manager receives the incentive fee based, in part, upon net capital gains realized on our investments. Unlike the portion of the incentive fee based on income, there is no hurdle rate applicable to the portion of the incentive fee based on net capital
gains. As a result, our Manager may have a tendency to invest more in investments that are likely to result in capital gains as compared to income-producing securities. Other key criteria related to determining appropriate investments and investment strategies, including the preservation of capital, might be under-weighted if our Manager focuses exclusively or disproportionately on maximizing its income. Such a practice could result in our investing in more speculative securities than would otherwise be the case, which could result in higher investment losses. The payment of part of the incentive compensation on a quarterly basis may lead our Manager to accelerate or defer interest payable by our portfolio companies in a manner that could result in fluctuations in the timing and amount of dividends. Our Manager receives a quarterly incentive fee based, in part, on our net investment income, if any, for the immediately preceding fiscal quarter. To the extent our Manager exerts influence over our portfolio companies, the quarterly incentive fee may provide our Manager with an incentive to induce our portfolio companies to accelerate or defer payments for interest or other obligations owed to us from one fiscal quarter to another. This could result in greater fluctuations in the timing and amount of dividends that we pay. We may be obligated to pay our Manager incentive compensation even if we incur a loss. Pursuant to the Investment Advisory Agreement, our Manager is entitled to receive incentive compensation for each fiscal quarter in an amount equal to a percentage of the excess of our net investment income for that quarter above a hurdle rate. In addition, the Investment Advisory Agreement further provides
 28    TABLE OF CONTENTS that our net investment income for incentive compensation purposes excludes unrealized capital losses that we may incur in the fiscal quarter, even if such capital losses result in a net loss on our statement of operations for that quarter. The calculation of the incentive fee includes any deferred interest accrued but not yet received. As a result, we may be paying an incentive fee on interest, the collection of which may be uncertain or deferred. Thus, we may be required to pay our Manager incentive compensation for a fiscal quarter even if there is a decline in the value of our portfolio or we incur a net loss for that
quarter. While our management team currently does not provide advisory services to other investment vehicles that may have common investment objectives with ours, our management team may do so in the future and may face conflicts of interest in allocating investments. Our management team does not currently provide advisory services to other investment vehicles with common investment objectives to ours. However, they are not prohibited from doing so. In addition, the NGP-affiliated funds are not precluded from making investments in securities like our targeted investments, although they have not traditionally focused on such types of investments in the past. If our management team does provide such services to other investment vehicles in the future, or if the focus of the NGP-affiliated funds were to change to include securities like our targeted investments, our management team might
allocate investment opportunities to other entities, and thus might divert attractive investment opportunities away from us. In addition, our executive officers and directors, and the members of our management team, serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do or of investment funds managed by our affiliates. These multiple responsibilities might create conflicts of interest for our management team and NGP if they are presented with opportunities that might benefit us and their other clients, investors or stockholders. Our Managers liability is limited under the Investment Advisory Agreement, and we have agreed to indemnify our Manager against certain liabilities, which may lead our Manager to act in a riskier manner on our behalf than it would when acting for its own account. Our Manager has not assumed any responsibility to us other than to provide the services described in the Investment Advisory Agreement, and it is not responsible for any action of our Board of Directors in declining to follow our Managers advice or recommendations. Our Manager, its partners and, among others, their respective partners, officers and employees are not liable to us for their acts under the Investment Advisory Agreement, absent willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of their duties. We have agreed to indemnify, defend and protect our Manager and its managing
members, officers and employees with respect to all expenses, losses, damages, liabilities, demands, charges and claims arising from acts of our Manager not constituting willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of their duties. These protections may lead our Manager to act in a riskier manner when acting on our behalf than it would when acting for its own account. We are a different vehicle from any other NGP-affiliated fund. Our investment strategies differ from those of other funds (including any NGP-affiliated fund) that are, or have been, managed by NGP or its affiliates. Investors in NGP Capital Resources Company do not own any interest in NGP or in any other NGP-affiliated fund. The historical performance of NGP is not indicative of the results that our company will achieve, and you should not rely upon such historical performance in purchasing our common stock. The rate of return we target on investments is lower than that of NGPs private equity funds, and as a result, our expected rate of return is lower than returns sought by
NGPs private equity funds. We can provide no assurance that we will replicate the historical or future performance of NGP or its affiliated funds, and we caution you that our investment returns may be substantially lower than the returns achieved by those funds.
 29    TABLE OF CONTENTS Legal and Tax Risks A failure on our part to maintain our status as a BDC would significantly reduce our operating flexibility. The 1940 Act imposes numerous complex constraints on the operations of BDCs. In order to maintain our status as a BDC, the 1940 Act prohibits us from acquiring any assets other than qualifying assets unless, after giving effect to the acquisition, at least 70% of our total assets are qualifying assets. We refer to this requirement as the 70% Test. Our failure to comply with these provisions in a timely manner could prevent us from qualifying as a BDC or could force us to pay unexpected taxes and penalties, which could be material. Additionally, our failure to continue to qualify as a BDC may cause us to be
regulated as a closed-end investment company under the 1940 Act, which would significantly decrease our operating flexibility. We will be subject to corporate-level income tax if we are unable to qualify as a RIC. To qualify as a RIC under the Code, we must meet certain source-of-income, asset diversification and annual distribution requirements. The annual distribution requirement for a RIC is satisfied if we distribute at least 90% of our investment company taxable income (which generally consists of ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, reduced by deductible expenses) and net tax-exempt interest to our stockholders on an annual basis. Because we use debt financing, we are subject to certain asset coverage ratio requirements under the 1940 Act
as a BDC, and financial covenants under our existing credit agreements that could, under certain circumstances, restrict us from making distributions necessary to qualify as a RIC. If we are unable to obtain cash from other sources, we may fail to qualify as a RIC and, thus, may be subject to corporate-level income tax. To qualify as a RIC, we must also meet certain asset diversification requirements at the end of each calendar quarter. Failure to meet these tests 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 are in private companies, we could make such dispositions at disadvantageous prices that may result in substantial losses. If we fail to qualify as a RIC for any reason at any time in the future and we remain or become subject to corporate income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount
of our distributions. In addition, our distributions would be taxable to our stockholders as ordinary dividends. Such a failure would likely have a material adverse effect on our stockholders and us. We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income. If we are unable to pay required distributions, we may fail to qualify as a RIC and thus be subject to corporate-level income tax. Federal income tax rules require us to include certain amounts in income that we have not yet received in cash, such as OID or PIK interest. For example, we may have OID as a result of warrants, property-based equity participation rights or loan discount points we may receive in connection with the issuance or purchase of a loan. PIK interest represents contractual interest added to the loan balance and due at the end of the loan term. We include such OID or increases in loan balances from PIK arrangements in income before we receive any corresponding cash payments. These amounts could be significant relative to our overall
investment activities. We also may be required to include in income certain other amounts that we do not receive in cash. Since in certain cases we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the tax requirement to distribute at least 90% of the sum of our investment company taxable income (which generally consists of ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, reduced by deductible expenses) and net tax-exempt interest, if any, to our stockholders on an annual basis, to maintain our status as a RIC. Accordingly, we may have to sell some of our investments at times we would not consider
advantageous, raise additional debt or equity capital, borrow funds or reduce new investment originations to meet these distribution requirements. If we are not able to obtain cash from other sources, we may fail to qualify as a RIC and thus be subject to corporate-level income tax.
 30    TABLE OF CONTENTS Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital. We have elected to be treated as a BDC under the 1940 Act. The 1940 Act imposes numerous restrictions on our activities, including restrictions on the nature of our investments, our use of borrowed funds, our issuance of securities, options, warrants or rights. Such restrictions may prohibit the purchase of certain investments that would otherwise be suitable for investment or render such purchases inadvisable. The provisions of the 1940 Act permit us, as a BDC, to issue senior securities only in amounts such that our 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. If that happens, we may 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 and result in unfavorable prices. We generally cannot issue and sell our common stock at a price below net asset value per share. However, we may sell our common stock, or warrants, options or rights to acquire our common stock, at prices below the current net asset value of the common stock (i) in connection with a rights offering to our existing stockholders, (ii) if our Board of Directors determines that such sale is in the best interests of our company and its stockholders, and our stockholders approve such sale or (iii) under such circumstances as the SEC may permit. In any such case, the price at which we may issue and sell our securities may not be less
than a price that, in the determination of our Board of Directors, closely approximates the market value of such securities (less any distributing commission or discount). If our common stock trades at a discount to net asset value, this restriction could adversely affect our ability to raise capital. Because there are no judicial and few administrative interpretations of the provisions of the 1940 Act pertaining to BDCs, there is no assurance that such provisions will be interpreted or administratively implemented in a manner consistent with our investment objectives and intended manner of operation. In the event that our Board of Directors determines that we cannot economically pursue our investment objective under the 1940 Act, they may at some future date decide to withdraw our election to be regulated as a BDC and convert us to a management investment company or an operating company not subject to regulation under the
1940 Act, or cause us to liquidate. These changes would require the approval of a requisite percentage of our Board of Directors and the holders of a majority of our shares. Changes in laws or regulations governing our operations and those of our portfolio companies, our Manager or its affiliates may adversely affect our business or cause us to alter our business strategy. We, our portfolio companies, and our Manager and its affiliates are subject to regulation by laws and regulations at the local, state and federal level. Our government may enact new legislation or new interpretations or adopt new rulings or regulations, including those governing the types of our permitted investments. These actions could retroactively harm our Manager, our stockholders and us. Such changes could result in material changes to our strategies and plans and may result in our investment focus shifting from the areas of expertise of our Manager to other types of investments in which our Manager may have less
expertise or little or no experience. Thus, any such changes, if they occur, could have a material adverse effect on our results of operations and the value of your investment. For example, under current federal tax laws, our portfolio companies are entitled to certain deductions relating to their operations, including deductions for intangible drilling costs, manufacturing tax deductions and depletion deductions. The President and several members of Congress have proposed to eliminate several oil and gas federal income tax incentives, including the repeal of the manufacturing tax deduction, percentage depletion allowance and expensing of intangible drilling costs for oil and natural gas, among other proposed tax increases specific to the energy industry. In addition, regulatory costs and
requirements associated with offshore drilling in the United States have increased significantly in the wake of the blowout and oil spill involving the Macondo well in the Gulf of Mexico in 2010. It is not possible at this time to predict how any future legislation or new regulations adopted to address these proposals would impact our business or the businesses of our portfolio companies, but any such future laws and regulations could adversely affect our results of operations and the value of your investment.
 31    TABLE OF CONTENTS Certain regulations restrict our ability to enter into transactions with our affiliates. The 1940 Act prohibits us from knowingly participating in certain transactions with our affiliates without the prior approval of our independent directors and, in certain cases, the SEC. Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities is our affiliate for purposes of the 1940 Act, and the 1940 Act generally prohibits us from buying or selling any security from or to such affiliate, absent the prior approval of our independent directors and, in certain cases, the SEC. The 1940 Act also prohibits joint transactions with an affiliate, which could include investments in the
same portfolio company (whether at the same or different times), without prior approval of our independent directors and, in certain cases, the SEC. If a person acquires more than 25% of our voting securities, we must obtain prior approval from the SEC before buying or selling any security from or to such person, or entering into joint transactions with such person. 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 regulatory bodies 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 that require the SEC to adopt additional rules and regulations. Prior to full implementation, it will be difficult to assess the impact of the Dodd-Frank Act on our company and our Manager. 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. Item 1B. Unresolved Staff Comments. Not applicable. Item 2. Properties. We do not own any real estate or other physical properties materially important to our operation. Our headquarters are located in Houston, Texas, where we occupy office space pursuant to our Administration Agreement with our Administrator. We believe that our office facilities are suitable and adequate for our business as presently conducted. Item 3. Legal Proceedings. On August 17, 2012, ATP filed a petition for relief under Chapter 11 of the U.S. Bankruptcy Code, in the U.S. Bankruptcy Court for the Southern District of Texas. We own limited term ORRIs in certain offshore oil and gas producing properties operated by ATP. On August 23, 2012, the bankruptcy judge presiding over ATPs case signed an order (Docket No. 191) allowing ATP to pay amounts received after August 17, 2012 to those parties entitled to receive them, including the ORRI holders, provided that the owners of the ORRIs execute an agreement providing for the repayment to ATP of any amounts that the bankruptcy court later
finds to have been inappropriately paid (the Disgorgement Agreement). We executed the Disgorgement Agreement and began receiving monthly distributions in September 2012 from ATP of our share of production proceeds received by ATP after August 17, 2012. As of December 31, 2012, our unrecovered investment was $37.0 million, and we had received $8.9 million subject to the Disgorgement Agreement, of which $2.9 million was recorded as investment income in 2012. As of February 28, 2013, our unrecovered investment was $33.6 million, and we had received $13.1million subject to the Disgorgement Agreement. On October 17, 2012, we filed a lawsuit against ATP styled: NGP Capital Resources Company v. ATP Oil & Gas Corporation, Adv. Proc. No. 12-03443, in the U.S. Bankruptcy Court for the Southern District of Texas, seeking a declaration that the ORRIs are valid, fully enforceable and not voidable. ATP filed an answer and counterclaim in which it (a) denies that the ORRIs are valid and enforceable, (b) seeks a declaration that
 32    TABLE OF CONTENTS (i) the ORRIs are a financing agreement and not a true sale and (ii) the ORRIs are executory contracts that are subject to rejection under 11 U.S.C. Sec. 365, and (c) seeks disgorgement from us of amounts paid to us since August 17, 2012, the date of filing of ATPs Chapter 11 proceeding. The United States has sought to intervene in the lawsuit arguing that the underlying leases are unexpired leases of real property or executory contracts (and not real property conveyances), subject to rejection by ATP. Certain service companies holding mechanics and materialmans lien privileges have intervened in the lawsuit for the
purpose of establishing that their liens and privileges are superior to our rights. The Bank of New York Mellon Trust Company, N.A., the secondary lien holder, has also intervened in the lawsuit, arguing (i) the ORRIs are a financing agreement and not a true sale, (ii) our claims are barred, waived, released and/or otherwise foreclosed by the express terms of the conveyance of the ORRIs, and (iii) either we have not met a condition precedent or we failed to perform or substantially perform our contractual obligations. The issues in the lawsuit have been bifurcated. This lawsuit is currently pending and trial is scheduled for April 30  May 1, 2013. We intend to vigorously defend our position that the ORRIs constitute real property interests and are fully valid and enforceable pursuant to their terms. Separately, the Official Committee of Unsecured Creditors of ATP (the Committee) filed a motion (the Motion) requesting authority from the U.S. Bankruptcy Court to be allowed to bring a fraudulent transfer action against us, in which the Committee seeks to allege (a) that ATP was insolvent at the time of the assignment of the ORRIs to us (b) that ATP received less than fair value from us in exchange for the assignments of the ORRIs and (c) as a result, the assignments should be set aside. The Company vigorously denies these allegations and opposes the Motion. The Motion has been abated until a date
after May 1, 2013. On February 24, 2013, ATP filed an emergency motion for an order approving the shut-in of the Debtors Gomez Properties and granting related relief [Docket No. 1494] (the Shut-In Motion). As more fully set forth in the Shut-In Motion, ATP asserts that the Gomez Properties should be shut-in because their continued operation negatively affects ATPs cash flow. The Gomez Properties are burdened by the ORRIs, and we receive distributions of production proceeds attributable to our interests in the Gomez Properties. An emergency hearing was conducted by the Court on February 28, 2013, and on that date the Court
entered its Order Regarding Shut In of Gomez Wells [Docket No. 1531] (the Gomez Order). The Gomez Order sets a final hearing on the Shut-In Motion for March 28, 2013 and reflects an interim compromise by certain ORRI holders and contains provisions for the accrual and distribution of production proceeds generated from the Gomez wells for the period March 1, 2013 through the date any order is entered authorizing the shut in of the Gomez wells. To the extent the Court grants the Shut-In Motion and the Gomez wells are shut-in, the cash flows attributable to the ORRIs will be negatively affected. From time to time, we are involved in various legal proceedings arising in the normal course of business. While we cannot predict the outcome of these proceedings with certainty, we do not believe that an adverse result in any pending legal proceeding other than those described above, individually or in the aggregate, would be material to our business, financial condition or cash flows. Item 4. Mine Safety Disclosures. Not applicable.
 33    TABLE OF CONTENTS PART II. Item 5. Market for Registrants Common Equity and Related Stockholder Matters. Our common stock trades on the NASDAQ Global Select Market under the symbol NGPC. On March 8, 2013, there were approximately 57 record holders and 5,700 beneficial holders (held in street name) of our common stock, according to our transfer agent. The following table sets forth the range of high and low sales prices of our common stock as reported on the NASDAQ Global Select Market and our dividends declared for the periods indicated.  NAV(1)

          

          Price Range

          

          Ratio ofHigh SalesPrice to NAV

          

          Ratio ofLow SalesPrice to NAV

          

          CashDividendper Share(2)High

          

          LowFiscal 2012Fourth quarter

          

          $

          9.57

          

          

          $

          7.98

          

          

          $

          6.50

          

          

          

          83

          %

          

          

          68

          %

          

          $

          0.16Third quarter

          

          

          9.70

          

          

          

          7.97

          

          

          

          6.22

          

          

          

          82

          %

          

          

          64

          %

          

          

          0.16Second quarter

          

          

          9.29

          

          

          

          7.20

          

          

          

          5.87

          

          

          

          78

          %

          

          

          63

          %

          

          

          0.13First quarter

          

          

          9.33

          

          

          

          8.14

          

          

          

          6.42

          

          

          

          87

          %

          

          

          69

          %

          

          

          0.12Fiscal 2011Fourth quarter

          

          

          9.26

          

          

          

          7.81

          

          

          

          5.75

          

          

          

          84

          %

          

          

          62

          %

          

          

          0.18Third quarter

          

          

          9.45

          

          

          

          9.12

          

          

          

          6.21

          

          

          

          97

          %

          

          

          66

          %

          

          

          0.18Second quarter

          

          

          9.63

          

          

          

          9.70

          

          

          

          7.70

          

          

          

          101

          %

          

          

          80

          %

          

          

          0.18First quarter

          

          

          10.57

          

          

          

          10.19

          

          

          

          8.94

          

          

          

          96

          %

          

          

          85

          %

          

          

          0.18
  (1)

          We calculate net asset value per share as of the last day in the relevant quarter and therefore may not reflect the net asset value per share on the date of the high and low closing sales prices. We calculate net asset value per share based on outstanding shares at the end of each period. (2)

          Represents the dividend declared in the specified quarter. Since the first full quarter following our initial public offering, we have distributed, and currently intend to continue to distribute in the form of dividends, a minimum of 90% of our investment company taxable income on a quarterly basis to our stockholders. We may retain long-term capital gains and treat them as deemed distributions for tax purposes. We determine the timing and characterization of certain income and capital gains distributions annually in accordance with federal tax regulations, which may differ from GAAP. These differences primarily relate to items recognized as income for financial statement purposes and
realized gains for tax purposes. As a result, net investment income and net realized gain (loss) on investments for a reporting period may differ significantly from distributions during such period. Accordingly, we may periodically make reclassifications among certain of our capital accounts without impacting our net asset value. We report the estimated tax characteristics of each dividend when declared, and we report the actual tax characteristics of dividends annually to each stockholder on Form 1099-DIV, prepared by our stock transfer agent. Qualified dividend income is generally taxed to stockholders at the rates that apply to net capital gains. There is no assurance that we will achieve investment results or maintain a tax status that will permit any specified level of cash distributions or year-to-year increases in cash distributions. During 2012, we repurchased an aggregate of 608,125 shares of our common stock pursuant to our stock repurchase plan, and we did not sell any
equity securities during 2012. We classified 100% of our taxable dividends declared for the year ended December 31, 2012 as non-qualifying dividends and as ordinary income for their characterization for income tax purposes. For tax purposes, approximately 57% or $0.09 per share of the $0.16 dividend paid on January 7, 2013 was treated as arising in 2012 and approximately 43% or $0.07 per share was treated as arising in 2013. Our stock transfer agent, registrar and dividend reinvestment plan administrator is American Stock Transfer & Trust Company. You should direct information requests for American Stock Transfer & Trust Company to Operations Center, 6201 15th Avenue, Brooklyn, NY 11219. Their telephone number for shareholder or dividend reinvestment services is 1-800-937-5449.
 34    TABLE OF CONTENTS We have established an opt out dividend reinvestment plan, or DRIP plan, for our common stockholders. As a result, if we declare a cash dividend, our plan agent automatically reinvests a stockholders cash dividend in additional shares of our common stock unless the stockholder, or his or her broker, specifically opts out of the dividend reinvestment plan and elects to receive cash dividends. It is customary practice for many brokers to opt out of dividend reinvestment plans on behalf of their clients unless specifically instructed otherwise. Our DRIP plan provides for the plan agent to purchase
shares in the open market for credit to the accounts of plan participants unless the average of the closing sales prices for the shares for the five days immediately preceding the payment date exceeds 110% of the most recently reported net asset value per share. Stock Repurchase Plan On October 31, 2011, our Board of Directors approved a stock repurchase plan, pursuant to which we may, from time to time, repurchase up to $10.0 million of our common stock in the open market at prices not to exceed the net asset value of our shares during our open trading periods. Our Board of Directors authorized this plan, because it believes that general market trading activity may cause our common stock to be undervalued from time to time. The repurchase program does not obligate us to purchase any shares and may be discontinued at any time. Pursuant to this plan, in May 2012, we repurchased an aggregate of 250,029
shares of our common stock in the open market at an average price of $6.55 per share, totaling $1.6 million. In November 2012, we repurchased an aggregate of 358,096 shares of our common stock in the open market at an average price of $7.13 per share, totaling $2.6 million. Under the terms of the stock repurchase plan, we are authorized to repurchase up to an additional $5.8 million of our common stock. Any future share repurchases will be made in accordance with applicable securities laws and regulations that set certain restrictions on the method, timing, price and volume of stock repurchases.  Fourth Quarter 2012

          

          Total Number of Shares Purchased

          

          Weighted Average Price Paid Per Share

          

          Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

          

          Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or ProgramsMonth #1: October 1, 2012  October 31, 2012

          

          

          

          

          

          

          

          

          

          

          

          

          

          $

          8,372,311Month #2: November 1, 2012  November 30, 2012

          

          

          358,096

          

          

          $

          7.13

          

          

          

          358,096

          

          

          

          5,819,087Month #3: December 1, 2012  December 31, 2012

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          5,819,087Total

          

          

          358,096

          

          

          $

          7.13

          

          

          $

          358,096
 35    TABLE OF CONTENTS Performance Graph The following Performance Graph is not soliciting material, is not deemed filed with the SEC, and is not to be incorporated by reference into any of our filings under the Securities Act or the Securities Exchange Act of 1934, as amended, respectively. The following line graph compares the cumulative total return on an investment in our common stock against the cumulative total return of the NASDAQ Financial 100 Index, the NASDAQ U.S. Stock Market Total Return Index and an index of peer companies (selected by us) for the five years ended December 31, 2012. The graph assumes that $100 was invested in our common stock and each index on December 31, 2007, and that dividends were reinvested. We selected the peer group in good faith and it consists of the following seven business development companies: Gladstone Capital Corporation, Gladstone Investment Corporation, Hercules
Technology Growth Capital, Inc., KCAP Financial, Inc., MCG Capital Corporation, THL Credit, Inc. and TICC Capital Corporation. The changes in our peer group of eight business development companies in 2011 are the omissions of Main Street Capital Corporation, PennantPark Investment Corporation and Triangle Capital Corporation, all of which are considerably larger than us, each with market capitalizations of over $600 million, and the inclusions of Gladstone Investment Corporation and THL Credit, Inc. Our revised peer group includes business development companies that generally invest in similar types of securities as we do, with market capitalizations between $100 million and $600 million and initial public offering dates in 2010 or earlier. This historic stock price Performance Graph and the related textual information are not necessarily indicative of future performance. [GRAPHIC MISSING] Prepared by Zacks Investment Research, Inc. Used with permission. All rights reserved. Copyright 1980  2013.
 36    TABLE OF CONTENTS Item 6. Selected Financial Data. The following table contains our selected financial and operating data, as of and for the dates and periods indicated. We derived the selected financial data from our audited financial statements and you should read it in conjunction with our financial statements and notes thereto and Managements Discussion and Analysis of Financial Condition and Results of Operations included in this Annual Report on Form 10-K.  Year ended December 31,2012

          

          2011

          

          2010

          

          2009

          

          2008(In Thousands, Except Per Share Data and Other Data)Income Statement DataTotal investment income

          

          $

          23,369

          

          

          $

          27,903

          

          

          $

          23,585

          

          

          $

          24,520

          

          

          $

          37,461Total operating expenses

          

          

          11,560

          

          

          

          12,034

          

          

          

          12,091

          

          

          

          14,601

          

          

          

          18,814Net investment income

          

          

          11,763

          

          

          

          15,809

          

          

          

          11,440

          

          

          

          9,728

          

          

          

          18,647Net realized capital gain (loss) on invesments

          

          

          (17,827

          )

          

          

          (30,614

          )

          

          

          (32,276

          )

          

          

          (14,329

          )

          

          

          16,215Net increase (decrease) in unrealized appreciation (depreciation) on investments

          

          

          23,415

          

          

          

          (5,083

          )

          

          

          32,310

          

          

          

          (4,218

          )

          

          

          (48,281

          )Net increase (decrease) in net assets resulting from operations

          

          $

          17,351

          

          

          $

          (19,888

          )

          

          $

          10,474

          

          

          $

          (8,819

          )

          

          $

          (13,419

          )Per Share DataNet investment income

          

          $

          0.55

          

          

          $

          0.73

          

          

          $

          0.53

          

          

          $

          0.45

          

          

          $

          0.86Net realized and unrealized gain (loss) on investments

          

          

          0.26

          

          

          

          (1.65

          )

          

          

          (0.04

          )

          

          

          (0.86

          )

          

          

          (1.46

          )Net increase (decrease) in net assets resulting from operations

          

          

          0.81

          

          

          

          (0.92

          )

          

          

          0.49

          

          

          

          (0.41

          )

          

          

          (0.60

          )Dividends declared

          

          

          (0.57

          )

          

          

          (0.72

          )

          

          

          (0.69

          )

          

          

          (0.64

          )

          

          

          (1.61

          )Net asset value per share

          

          $

          9.57

          

          

          $

          9.26

          

          

          $

          10.90

          

          

          $

          11.10

          

          

          $

          12.15Balance Sheet DataTotal investments

          

          $

          259,610

          

          

          $

          145,057

          

          

          $

          216,063

          

          

          $

          200,105

          

          

          $

          258,792Portfolio investments

          

          

          213,614

          

          

          

          145,057

          

          

          

          216,063

          

          

          

          200,105

          

          

          

          258,792Cash and cash equivalents

          

          

          47,655

          

          

          

          106,570

          

          

          

          68,457

          

          

          

          108,288

          

          

          

          133,806Total assets

          

          

          312,322

          

          

          

          256,581

          

          

          

          291,589

          

          

          

          316,931

          

          

          

          398,994Long-term debt

          

          

          59,500

          

          

          

          50,000

          

          

          

          50,000

          

          

          

          67,500

          

          

          

          45,000Total net assets

          

          

          201,266

          

          

          

          200,266

          

          

          

          235,726

          

          

          

          240,175

          

          

          

          262,836Other DataWeighted average yield on targeted portfolio investments(1)

          

          

          10.0

          %

          

          

          11.6

          %

          

          

          10.4

          %

          

          

          5.4

          %

          

          

          9.0

          %Number of portfolio companies

          

          

          14

          

          

          

          19

          

          

          

          20

          

          

          

          16

          

          

          

          19Expense ratios (as a percentage of average net assets):Interest expense and bank fees

          

          

          1.0

          %

          

          

          0.7

          %

          

          

          0.5

          %

          

          

          1.1

          %

          

          

          2.6

          %Management and incentive fees

          

          

          2.3

          %

          

          

          2.5

          %

          

          

          2.4

          %

          

          

          2.6

          %

          

          

          3.0

          %Other operating expenses

          

          

          2.4

          %

          

          

          2.3

          %

          

          

          2.2

          %

          

          

          2.1

          %

          

          

          1.8

          %Total operating expenses

          

          

          5.7

          %

          

          

          5.5

          %

          

          

          5.1

          %

          

          

          5.8

          %

          

          

          7.4

          %
  (1)

          Calculated as of the end of the period.
 37    TABLE OF CONTENTS Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations. You should read the following analysis of our financial condition and results of operations in conjunction with our financial statements and the notes thereto contained elsewhere in this report. Forward-Looking Statements Certain statements in this report that relate to estimates or expectations of our future performance or financial condition may constitute forward-looking statements as defined under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to various risks and uncertainties, which could cause actual results and conditions to differ materially from those projected, including, but not limited to, 

          uncertainties associated with the timing of transaction closings; 

          changes in the prospects of our portfolio companies; 

          changes in interest rates; 

          the future operating results of our portfolio companies and their ability to achieve their objectives; 

          changes in regional, national or international economic conditions and their impact on the industries in which we invest; 

          disruption of credit and capital markets; 

          changes in the conditions of the industries in which we invest; 

          the adequacy of our cash resources and working capital; 

          the timing of cash flows, if any, from the operations of our portfolio companies; 

          the ability of our Manager to locate suitable investments for us and to monitor and administer the investments; and 

          other factors enumerated in our filings with the Securities and Exchange Commission. We may use words such as anticipates, believes, intends, plans, expects, projects, estimates, will, should, may and similar expressions to identify forward-looking statements. These forward-looking statements are subject to various risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected and our historical experience. You should not place undue reliance on such forward-looking statements, which speak only as of the date they are made. We
undertake no obligation to update our forward-looking statements made herein, unless required by law. Overview We are a financial services company created to invest primarily in debt securities of small and mid-size private energy companies. In early 2012, we expanded our investment strategy to also include middle market companies not engaged in the energy industry. We have elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940 and, as such, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in qualifying assets, which include securities of private U.S. companies, U.S. companies whose
securities are listed on a national securities exchange but whose market capitalization is less than $250 million, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. In addition, for federal income tax purposes we operate so as to be treated as a regulated investment company, or RIC, under the Internal Revenue Code of 1986, as amended. Pursuant to these elections, we generally do not have to pay corporate-level taxes on any income and capital gains we distribute to our stockholders. We have several direct and indirect subsidiaries that are single member limited liability companies and wholly-owned limited partnerships established to hold certain portfolio investments or provide services to us in accordance with specific rules prescribed for a company operating as a RIC. We consolidate the financial results of our subsidiaries for financial reporting purposes, and do not consolidate the financial results of our portfolio
companies.
 38    TABLE OF CONTENTS Our investment objective is to generate both current income and capital appreciation primarily through debt investments with certain equity components. A key focus area for our targeted investments in the energy industry is domestic upstream businesses that produce, develop, acquire and explore for oil and natural gas. We also evaluate investment opportunities in such businesses as coal, power and energy services. Beginning in 2012, we are also seeking middle market investments within diversified industry sectors, including manufacturing, value-added distribution, business services, healthcare products and services, consumer
services and select other sectors. Our investments generally range in size from $10 million to $50 million; however, we may invest more or less depending on market conditions and our Managers view of a particular investment opportunity. Our targeted investments primarily consist of debt instruments, including senior and subordinated loans combined in one facility, sometimes with an equity component, and subordinated loans, sometimes with equity components. We may also invest in preferred stock and other equity securities on a stand-alone basis. We generate revenue in the form of interest income on the debt securities, limited-term royalty interests and net profits interests that we own, dividend income on any common or preferred stock that we own, royalty income on any royalty interests that we own and capital gains or losses on any debt or equity securities that we acquire in portfolio companies and subsequently sell. Our investments, if in the form of debt securities, typically have a term of three to seven years and bear interest at a fixed or floating rate. To the extent achievable, we seek to collateralize our investments by obtaining security interests in our
portfolio companies assets. We also may acquire minority or majority equity interests in our portfolio companies, which may pay cash or paid-in-kind, or PIK, dividends on a recurring or otherwise negotiated basis. In addition, we may generate revenue in other forms including commitment, origination, structuring, administration or due diligence fees; fees for providing managerial assistance; and possibly consultation fees. We recognize any such fees generated in connection with our investments as earned. Our level of investment activity can and does vary substantially from period to period depending on many factors. Some of these factors are the amount of debt and equity capital available to energy companies, the level of acquisition and divestiture activity for such companies, the level and volatility of energy commodity prices, the general economic environment and the competitive environment for the types of investments we make, and our own ability to raise capital to fund our investments, both through issuance of debt and equity securities. While we currently have capital available to invest, we do not have unlimited
capital. We remain committed to our underwriting and investment disciplines in selectively investing in appropriate risk-reward opportunities within the energy and middle market sectors. Recent Events On February 15, 2013, we closed a $17.5 million investment in OCI Holdings, LLC, or OCI. Our investment in OCI includes a $15.0 million Subordinated Note and a $2.5 million direct equity co-investment. OCI is a home health provider of physical, occupational and speech therapy services to pediatric patients in the state of Texas. Proceeds from the investment were used to refinance OCI and to finance OCIs strategic acquisition of a provider of similar services. The OCI Subordinated Note matures August 15, 2018 and earns interest payable in cash at a rate of 11% per annum (LIBOR + 10%) plus paid-in-kind interest of 2% per
annum. On February 15, 2013, we provided $9.0 million of financing to KOVA International, Inc., or KOVA, in the form of Senior Subordinated Notes, to facilitate the acquisition of the urinalysis division of Hycor Biomedical, Inc. by a group of private equity sponsors. Since 1974, the KOVA product lines have been among the leading disposable plastics and liquid controls products used in the urinalysis testing market. The KOVA Senior Subordinated Notes earn interest payable in cash at an annual rate of 12.75% and mature on August 13, 2018. On February 6, 2013, we purchased $20.0 million of the $300 million 9.75% Senior Notes offering issued by Talos Production LLC and Talos Production Finance Inc., collectively, Talos, to partially fund Taloss acquisition of Energy Resource Technology GOM, Inc., the oil and gas subsidiary of Helix Energy Solutions Group, Inc. On February 15, 2013, we purchased an additional $5.0 million face value of the Talos Senior Notes in the secondary market. Talos is headquartered in Houston, Texas, and its parent company is a portfolio company of funds affiliated with Apollo Global Management, LLC and Riverstone Holdings LLC, which
committed up to $600 million in equity to Taloss parent company in February 2012. The Talos Senior Notes mature February 15, 2018, and were issued at 99.025 for an effective yield of 10.0% per annum.
 39    TABLE OF CONTENTS On January 25, 2013, we restructured our $13.5 million Senior Secured Term Loan, or the Original Term Loan, with Spirit Resources, LLC, or Spirit. Under the terms of the restructuring, (i) $8.0 million of the Original Term Loan was converted into Preferred Units, with the remaining $5.5 million structured as a Senior Secured Tranche A Term Loan; (ii) we provided $4.5 million of additional borrowing capacity in the form of a Senior Secured Tranche B Term Loan; (iii) we received a 3% overriding royalty interest in Spirits oil and gas properties; and (iv) we conveyed our 33% penny warrants back to Spirit. The Tranche A Term
Loan matures April 28, 2015 and earns interest payable monthly in cash at an annual rate of the greater of 8% or LIBOR + 4%. The Tranche B Term Loan matures October 28, 2015 and initially earns interest payable-in-kind at an annual rate of the greater of 15% or LIBOR + 11%. Beginning in January 2015, interest on the Tranche B Term Loan is payable monthly in cash at an annual rate of the greater of 13% or LIBOR + 9%. Borrowings under the Tranche B Term Loan will be used to execute relatively low-risk, high return development plans at Spirits oil and gas properties and to satisfy critical vendor payables. The Preferred Units represent a preferred interest on 100% of any equity distributions from Spirit until certain hurdles are met, after which Spirit management would participate in 25% of any such distributions. Portfolio and Investment Activity Effective December 31, 2012, we restructured our Senior Secured Term Loan with Pallas Contour Mining, LLC, or Contour. Under this arrangement, we conveyed certain assets, business, payables and other obligations related to an underperforming surface mine operation of Contour to certain former owners of Contour, in exchange for their 80% equity interest in Contour. The remaining 20% equity interest is owned by Contours founder and president of its highwall coal mining business. We restructured the Contour Term Loan, increasing the borrowing capacity from $7.6 million to $11.0 million. Interest under the restructured Term
Loan is payable monthly in cash at an annual rate of 12%, and the Term Loan matures on October 14, 2015. New borrowings under the Term Loan will primarily be used for working capital purposes for Contours core highwall mining business. In December 2012, Powder River Acquisitions, LLC fully repaid its Senior Secured Promissory Note in the amount of $2.8 million, which was due September 30, 2011. With interest and fees, the total internal rate of return on this Promissory Note, which originated from the sale of our investments in Formidable, LLC in October 2010, was 11.2% with a return on investment of 1.24x. In October and November 2012, we funded a $14.0 million participation in the Midstates Petroleum Company, Inc., or Midstates, $600 million private placement of 10.75% Senior Unsecured Notes due 2020, or the Midstates Notes. Proceeds from the Midstates Notes offering were used primarily to fund the cash portion of the purchase price for Midstates acquisition of assets of Eagle Energy Production, LLC. On November 26, 2012, Tammany Oil & Gas LLC, or Tammany, repurchased our ORRI and warrants in Tammany for a combined $3.0 million, resulting in a realized capital gain of approximately $2.8 million. On September 19, 2012, GMX Resources, Inc., or GMX, consummated an exchange offer for its outstanding 5% Senior Convertible Notes due 2013, or the 2013 Notes, pursuant to which holders tendering the 2013 Notes received new Senior Secured Second-Priority Notes due 2018, or the 2018 Notes, and shares of GMX common stock. We tendered our 2013 Notes in the exchange offer, and consequently received 2018 Notes with a face value of $12.7 million and 3,646,368 shares of GMX common stock. We sold 671,270 shares of GMX common stock in 2012. Effective January 3, 2013, GMX executed a 1-for-13 reverse stock split; consequently, our
2,975,098 shares were converted into 228,853 post-split shares, which we sold in March 2013 for an average price of $3.28 per share, or $0.8 million, resulting in a realized short-term capital loss of $1.6 million, or $0.07 per common share. Interest on the 2018 Notes accrues at a rate of 9% per annum and is payable quarterly (commencing March 4, 2013) at GMXs option, in cash or, with respect to interest paid prior to September 19, 2014, either in the form of cash, GMX common stock, or a combination thereof. The number of shares of GMX stock, if any, to be issued in lieu of cash interest is calculated by assigning a value per share equal to the product of (a) 0.75 and (b) the 10-day volume weighted average price ending the business day prior to the interest payment date. On March 4, 2013, GMX announced that it failed to make its interest payment on the 2018 Notes, which was due on March 4, 2013. Under the indenture, this failure to pay does not constitute an event of default unless it continues for thirty days; however, it does constitute an event of default under another GMX debt
 40    TABLE OF CONTENTS security, which could potentially trigger cross-default features and acceleration of substantially all of GMXs indebtedness. GMX has announced that it has engaged a financial advisor to assist GMX in its ongoing exploration of financing alternatives, including a potential restructuring of GMX's balance sheet in light of its current liquidity and cash needs. GMX has announced that if it is not able to successfully implement a consensual alternative for restructuring its balance sheet, or in order for GMX to implement a financial alternative, GMX may voluntarily seek protection under the U.S. Bankruptcy Code. As of December
31, 2012, we recorded a 100% reserve, totaling $0.4 million, or $0.02 per share, on our interest receivable from GMX as of such date. In February 2012, our Net Profits Interest, or NPI, in Anadarko Petroleum Corporation, or APC, achieved its 12.375% simple yield and converted to a Tail NPI of 3% which was to last for 36 months, then revert back to APC. In August 2012, APC purchased the remaining Tail NPI for $0.4 million, with an effective date of July 1, 2012. Our effective yield on the APC investment was 13.7%. Effective as of July 31, 2012, our Senior Secured Term Loan with Black Pool Energy Partners, LLC, or Black Pool, which had a balance of $15.7 million as of June 30, 2012, was restructured. Huff Energy Holdings, Inc., or HEH, a newly-formed private oil and gas company which merged with Black Pool, agreed to assume the Term Loan (including accrued and unpaid interest of $0.4 million, which was rolled into the principal balance) and became the new borrower under the related credit agreement. We retained our first lien on the original Black Pool properties and were granted a first lien on additional proved developed properties of
certain HEH subsidiaries. In exchange for the additional collateral, we agreed to reduce the interest rate under the Term Loan to 11% and to extend the maturity to April 15, 2013. In connection with the restructuring, we agreed to sell our 3% overriding royalty interest, or ORRI, in oil and gas wells operated by Black Pool, and penny warrants to purchase approximately 25% of the membership interests in Black Pool, back to Black Pool for $0.1 million. In 2011 and 2012, we purchased from ATP Oil & Gas Corporation, or ATP, limited-term ORRIs in certain offshore oil and gas producing properties operated by ATP in the Gulf of Mexico, including $25.0 million advanced on July 3, 2012. Under this arrangement, we own the right to portions (ranging from 5.0% to 10.8%) of the monthly production proceeds from the various oil and gas properties subject to the ORRI in ATPs Gomez and Telemark properties. The terms of the ORRI provide that it will terminate after we receive payments that equal our investment in the ORRI plus a time-value factor that is calculated at a rate of
13.2 % per annum. On August 17, 2012, ATP filed for protection under Chapter 11 of the U.S. Bankruptcy Code, and received authorization to incur debtor-in-possession financing of approximately $600 million. ATP failed or refused to deliver our proportionate share of production proceeds for the production months of May and June 2012, which proceeds were due to be distributed on July 31, 2012 and August 31, 2012, respectively. On August 23, 2012, the bankruptcy judge presiding over ATPs case signed an order allowing ATP to pay amounts received after August 17, 2012 to those parties entitled to receive them, including the ORRI holders, provided that the owners of the ORRIs execute the Disgorgement Agreement providing for the repayment to ATP of any amounts that the bankruptcy court later finds to have been inappropriately paid. We executed the Disgorgement Agreement and began receiving monthly distributions in September 2012 from ATP of our share of production proceeds received by
ATP after August 17, 2012. On October 17, 2012, we filed a lawsuit against ATP in the U.S. Bankruptcy Court, seeking a declaration that the ORRIs are valid, fully enforceable, and not voidable. ATP has responded by seeking a determination that the ORRIs are not enforceable as a conveyance, but rather are in the nature of a debt instrument. In that connection, ATP seeks disgorgement of amounts paid to us in accordance with the Disgorgement Agreement. This lawsuit is currently pending and trial is scheduled for April 30-May 1, 2013. We intend to vigorously defend our position that the ORRIs constitute real property interests and are fully valid and enforceable pursuant to their terms. Our unrecovered investment as of December 31, 2012 was $37.0 million, and we had received $8.9 million subject to the Disgorgement Agreement, of which $2.9 million was recorded as investment income in our statement of operations for the year ended December 31, 2012. Our unrecovered investment as of February
28, 2013 was $33.6 million, and we had received $13.1 million subject to the Disgorgement Agreement. See Item 3. Legal Proceedings for further discussion of the ATP litigation.
 41    TABLE OF CONTENTS On April 26, 2012, we funded a $25.0 million participation in a $2 billion Senior Notes offering by Everest Acquisition, LLC, which subsequently changed its name to EP Energy, LLC, or EP Energy. EP Energy is owned by a group of investors led by Apollo Global Management, LLC. Proceeds of the EP Energy Senior Notes offering were used to finance EP Energys acquisition of all of El Paso Corporations U.S. oil and gas exploration and production assets. The EP Energy Senior Notes are unsecured, earn interest at a rate of 9.375% per annum, and are due May 1, 2020. In August 2012, we sold $15.0 million face amount of our EP
Energy Senior Notes for an average price of 108.5, resulting in a realized short-term capital gain of $1.3 million, or $0.06 per share. In January 2013, we sold our remaining $10.0 million face value of EP Energy Senior Notes for a price of 113.375, resulting in a realized short-term capital gain of $1.3 million, or $0.06 per common share. Our investment in EP Energy Senior Notes generated a 36.5% internal rate of return and a return on investment of 1.16x. On July 10, 2012, we acquired $50.0 million of redeemable Preferred Units in Castex Energy 2005, L.P., or Castex 2005, a private oil and gas limited partnership engaged in the acquisition, exploration and development of oil and natural gas properties in South Louisiana and the shallow waters of the Gulf of Mexico. The Preferred Units earn 8% cumulative cash dividends, payable quarterly. Upon redemption, holders of the Preferred Units have the option to elect to receive the outstanding face amount plus either (a) a cash payment resulting in a total 12% internal rate of return (inclusive of the 8% cash dividends), or (b) a
limited partnership interest, of which our share would be two-thirds of a 1% limited partnership interest. The Preferred Units are callable by Castex 2005 at any time after one year subject to the redemption rights described above. Each holder of the Preferred Units has the right to put its Preferred Units to Castex 2005 on the redemption terms described above on or after the earlier of (a) July 1, 2016, (b) a change of control or (c) liquidation. During May 2012, we purchased in the secondary market a total of $9.8 million of the Southern Pacific Resource Corp., or STP, $275 million Second Lien Term Loan, or the STP Term Loan. STP is a publicly traded Canadian company, engaged in the exploration and development in the Athabasca oil sands region of Alberta and the thermal production of heavy oil in Senlac, Saskatchewan. Proceeds of the STP Term Loan were used to construct a new Steam-Assisted Gravity Drainage facility in Alberta, Canada. In January 2013, STP refinanced its Term Loan and repaid in full our balance outstanding of $9.7 million. Our investment in STP
generated an internal rate of return of 10.7% and a return on investment of 1.09x. In March 2012, Crestwood Holdings, LLC, or Crestwood, refinanced its Senior Secured Term Loan and repaid in full our balance outstanding of $8.0 million with a 2% call premium, generating additional interest income of $0.2 million. Our investment in Crestwood generated a 14.2% internal rate of return and a return on investment of 1.2x. From commencement of investment operations in November 2004 through December 31, 2012, we have invested $1.0 billion in 42 portfolio companies, all energy-related, and received principal repayments, realizations and settlements of $781.1 million. The following table summarizes our investment activity for the years ended December 31, 2012, 2011 and 2010 (dollars in millions):  2012

          

          2011

          

          2010Investment portfolio, beginning of year

          

          $

          175.0

          

          

          $

          242.6

          

          

          $

          242.7New investments

          

          

          98.8

          

          

          

          51.4

          

          

          

          59.4Additional investments in existing clients

          

          

          29.3

          

          

          

          61.8

          

          

          

          18.1Transfer of corporate notes to investment portfolio

          

          

          

          

          

          

          

          

          

          

          10.0Principal repayments, realizations and settlements

          

          

          (83.2

          )

          

          

          (180.8

          )

          

          

          (87.6

          )Investment portfolio, end of year

          

          $

          219.9

          

          

          $

          175.0

          

          

          $

          242.6Number of portfolio clients at end of year

          

          

          14

          

          

          

          19

          

          

          

          20
 42    TABLE OF CONTENTS The table below shows our portfolio investments by type as of December 31, 2012 and 2011. We compute yields on investments using interest rates as of the balance sheet date and include amortization of original issue discount and market premium or discount, royalty interest income, net profits income and other similar investment income, weighted by their respective costs when averaged. We compute the yield on income from derivatives using estimated derivative income, net of expired options costs. These yields do not include income from any investments on non-accrual status but do include the cost basis of such investments in
the denominator. Such weighted average yields are not necessarily indicative of expected total returns on a portfolio.  December 31, 2012

          

          December 31, 2011WeightedAverageYields

          

          Percentage of Portfolio

          

          WeightedAverageYields

          

          Percentage ofPortfolioCost

          

          Fair Value

          

          Cost

          

          Fair ValueSenior secured debt

          

          

          12.0

          %

          

          

          29.2

          %

          

          

          30.1

          %

          

          

          11.0

          %

          

          

          62.8

          %

          

          

          58.6

          %Subordinated debt

          

          

          9.3

          %

          

          

          26.0

          %

          

          

          26.4

          %

          

          

          12.7

          %

          

          

          6.4

          %

          

          

          7.8

          %Senior convertible notes

          

          

          N/A

          

          

          

          0.0

          %

          

          

          0.0

          %

          

          

          15.6

          %

          

          

          6.5

          %

          

          

          5.6

          %Limited term royalties

          

          

          13.6

          %

          

          

          16.8

          %

          

          

          17.3

          %

          

          

          12.3

          %

          

          

          16.5

          %

          

          

          19.6

          %Net profits interests

          

          

          N/A

          

          

          

          0.0

          %

          

          

          0.0

          %

          

          

          11.1

          %

          

          

          1.9

          %

          

          

          2.4

          %Contingent earn-out

          

          

          0.0

          %

          

          

          0.0

          %

          

          

          0.1

          %

          

          

          0.0

          %

          

          

          0.0

          %

          

          

          2.2

          %Commodity derivative instruments

          

          

          0.0

          %

          

          

          0.1

          %

          

          

          0.0

          %

          

          

          0.0

          %

          

          

          0.2

          %

          

          

          0.3

          %Royalty interests

          

          

          0.0

          %

          

          

          0.0

          %

          

          

          0.0

          %

          

          

          821.2

          %

          

          

          0.1

          %

          

          

          0.8

          %Redeemable preferred units

          

          

          8.0

          %

          

          

          23.0

          %

          

          

          24.0

          %

          

          

          N/A

          

          

          

          0.0

          %

          

          

          0.0

          %Equity securitiesMembership and partnership units

          

          

          0.0

          %

          

          

          0.2

          %

          

          

          0.8

          %

          

          

          0.0

          %

          

          

          1.0

          %

          

          

          0.6

          %Participating preferred stock

          

          

          0.0

          %

          

          

          2.0

          %

          

          

          0.0

          %

          

          

          0.0

          %

          

          

          2.5

          %

          

          

          0.3

          %Common stock

          

          

          0.0

          %

          

          

          2.6

          %

          

          

          0.8

          %

          

          

          0.0

          %

          

          

          1.9

          %

          

          

          0.8

          %Warrants

          

          

          0.0

          %

          

          

          0.1

          %

          

          

          0.5

          %

          

          

          0.0

          %

          

          

          0.2

          %

          

          

          1.0

          %Total equity securities

          

          

          0.0

          %

          

          

          4.9

          %

          

          

          2.1

          %

          

          

          0.0

          %

          

          

          5.6

          %

          

          

          2.7

          %Total portfolio investments

          

          

          10.0

          %

          

          

          100.0

          %

          

          

          100.0

          %

          

          

          11.6

          %

          

          

          100.0

          %

          

          

          100.0

          %
 As of December 31, 2012 and 2011, the total fair value of our investment portfolio was $213.6 million and $145.1 million, respectively. Of those fair value totals, approximately $185.7 million, or 87%, and $135.3 million, or 93%, are measured using significant unobservable (i.e., Level 3) inputs. Results of Operations The following sections analyze our results of operations for the year ended December 31, 2012 compared to 2011 and for the year ended December 31, 2011 compared to 2010. Investment Income During 2012, our total investment income was $23.4 million, decreasing $4.5 million, or 16%, compared to 2011. The decrease in 2012 is primarily attributable to the recognition, in the second quarter of 2011, of $4.5 million of previously unrecognized PIK interest income on Tranche B of a Term Loan issued to Alden Resources, LLC, or Alden, which was sold in July 2011. During 2011, our total investment income was $27.9 million, increasing $4.3 million, or 18%, compared to 2010. The increase in 2011 is largely attributable to the recognition of the $4.5 million of previously unrecognized PIK interest on Tranche B of Aldens Term Loan. Our portfolio balance, on a cost basis, decreased from $238.5 million at December 31, 2010 to $172.6 million at December 31, 2011 and increased to $217.8 million at December 31, 2012. The $45.2 million increase in 2012 is primarily a result of new investments in Castex 2005 and Midstates totaling $64.5 million, offset by net redemptions and settlements in excess of other new investments totaling $19.3 million.
 43    TABLE OF CONTENTS On a cost basis, the balance of non-accruing and non-income producing investments decreased from $66.5 million at December 31, 2010 to $30.5 million at December 31, 2011 and to $10.9 million at December 31, 2012. On a fair value basis, the balance of non-accruing and non-income producing investments decreased from $35.5 million at December 31, 2010 to $7.6 million at December 31, 2011 and $4.8 million at December 31, 2012. The table below summarizes our non-accruing and non-income producing investments:  December 31, 2012

          

          December 31, 2011

          

          December 31, 2010(Dollars in thousands)

          

          Cost

          

          Fair Value

          

          Cost

          

          Fair Value

          

          Cost

          

          FairValueNon-accruing investmentsAlden Resources, LLC Tranche B (sold 7/28/11)

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          19,520

          

          

          $

          19,520BioEnergy Holding, LLC (non-accrual 3/31/11; realized 12/31/12)

          

          

          

          

          

          

          

          

          

          

          15,511

          

          

          

          

          

          

          

          

          

          

          

          Bionol Clearfield, LLC (non-accrual 3/31/11; realized 12/31/12)

          

          

          

          

          

          

          

          

          

          

          4,950

          

          

          

          

          

          

          

          

          

          

          

          Chroma Exploration & Production, Inc.

          

          

          4,312

          

          

          

          43

          

          

          

          4,312

          

          

          

          500

          

          

          

          4,312

          

          

          

          750Total non-accruing investments

          

          

          4,312

          

          

          

          43

          

          

          

          24,773

          

          

          

          500

          

          

          

          23,832

          

          

          

          20,270Non-income producing investmentsAlden Resources, LLC Class E Units (sold 7/28/11)

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          5,800

          

          

          

          5,800BioEnergy Holding, LLC units (realized 12/31/12)

          

          

          

          

          

          

          

          

          

          

          1,297

          

          

          

          

          

          

          

          1,297

          

          

          

          1,297Black Pool Energy Partners, LLC warrants (sold 12/19/12)

          

          

          

          

          

          

          

          

          

          

          10

          

          

          

          

          

          

          

          10

          

          

          

          10BP Corporation NA, Inc. put options

          

          

          245

          

          

          

          9

          

          

          

          417

          

          

          

          417

          

          

          

          

          

          

          

          Castex Energy Development Fund, LP units

          

          

          0

          

          

          

          910

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          DeanLake Operator, LLC preferred units (sold 9/30/11)

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          150

          

          

          

          14,050

          

          

          

          3,500Gatliff Services, LLC units (sold 7/28/11)

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,100

          

          

          

          1,100Globe BG, LLC (contingent Alden Resources royalty earn-out)

          

          

          

          

          

          

          240

          

          

          

          

          

          

          

          3,270

          

          

          

          

          

          

          

          GMX Resources, Inc. common stock

          

          

          2,317

          

          

          

          1,488

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Myriant Corporation common stock and warrants

          

          

          468

          

          

          

          880

          

          

          

          468

          

          

          

          770

          

          

          

          468

          

          

          

          468Pallas Contour Mining, LLC units

          

          

          

          

          

          

          500

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Resaca Exploitation, Inc. common stock and warrants

          

          

          3,485

          

          

          

          220

          

          

          

          3,485

          

          

          

          1,463

          

          

          

          3,235

          

          

          

          2,153Spirit Resources, LLC warrants

          

          

          25

          

          

          

          520

          

          

          

          25

          

          

          

          25

          

          

          

          

          

          

          

          Tammany Oil & Gas, LLC warrants (sold 11/26/12)

          

          

          

          

          

          

          

          

          

          

          5

          

          

          

          1,000

          

          

          

          20

          

          

          

          20TierraMar Energy, LP preferred units (sold 3/16/11)

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          16,711

          

          

          

          900Total non-income producing investments

          

          

          6,540

          

          

          

          4,767

          

          

          

          5,707

          

          

          

          7,095

          

          

          

          42,691

          

          

          

          15,248Total non-accruing and non-income producing investments

          

          $

          10,852

          

          

          $

          4,810

          

          

          $

          30,480

          

          

          $

          7,595

          

          

          $

          66,523

          

          

          $

          35,518
 Although LIBOR rates remained low in 2012, as in 2011, they had minimal effect on our targeted investment income because of LIBOR floors established for new clients and certain other existing clients beginning in 2008. Additionally, the continued downward pressure on U.S. Treasury Bill interest rates during 2012 and 2011 reduced interest from cash and cash equivalents. At December 31, 2012, the weighted average yield on portfolio investments, exclusive of capital gains, was 10.0%, compared to 11.6% at December 31, 2011 and 10.4% at December 31, 2010. The decrease in weighted average yield in 2012 compared to 2011 is primarily a function of improved credit quality in the portfolio with lower risk, as evidenced by the new investments in Castex 2005, Midstates and EP Energy, and the restructured debt securities with HEH and Contour. The improvement in yield in 2011 compared to 2010 is primarily attributable to the reduction in non-accruing investments, as reflected in the table above, and a
generally more favorable mix of investments in our portfolio. We compute yields on investments using interest
 44    TABLE OF CONTENTS rates as of the balance sheet date and include amortization of original issue discount, or OID, and market premium or discount, royalty interest income, net profits income and other similar investment income, weighted by their respective costs when averaged. We compute the yield on income from derivatives using estimated derivative income, net of expired options costs. These yields do not include income from any investments on non-accrual status, but do include the cost basis of such investments in the denominator. Such weighted average yields are not necessarily indicative of expected total returns on a portfolio. Operating Expenses The table below summarizes the components of our operating expenses (in thousands):  For the years ended December 31,2012

          

          2011

          

          2010Interest expense and bank fees

          

          $

          2,018

          

          

          $

          1,473

          

          

          $

          1,261Management and incentive fees

          

          

          4,580

          

          

          

          5,422

          

          

          

          5,548Professional fees, insurance expenses and other G&A

          

          

          4,962

          

          

          

          5,139

          

          

          

          5,282Total operating expenses

          

          $

          11,560

          

          

          $

          12,034

          

          

          $

          12,091
 For the year ended December 31, 2012, total operating expenses were $11.6 million, decreasing $0.4 million, or 3%, compared to the year ended December 31, 2011. Operating expenses for 2011 of $12.0 million decreased less than 1% compared to 2010. Interest expense and fees on our credit facilities increased $0.5 million to $2.0 million in 2012 compared to $1.5 million in 2011 and $1.3 million in 2010, due to increased average borrowing levels. Management and incentive fees for 2012 were $4.6 million, decreasing $0.8 million in 2012 compared to 2011, primarily as a result of lower base management fees in 2012 and the incurrence
of $0.3 million of investment income incentive fees in 2011. Management and incentive fees were $0.1 million lower in 2011 at $5.4 million, compared to $5.5 million in 2010, primarily as a result of investment income incentive fees totaling $0.3 million earned in the second and third quarters of 2011, offset by lower base management fees due to lower average total asset balances. Professional fees, insurance expense and other general and administrative expenses decreased 3% to $5.0 million for 2012, compared to $5.1 million in 2011 and $5.3 million in 2010. Operating expenses include our allocable portion of the total organizational and operating expenses incurred by us, our Manager and our Administrator, as determined by our Board of Directors and representatives of our Manager and our Administrator. According to the terms of the Investment Advisory Agreement, we calculate the base management fee quarterly as 0.45% of the average of our total assets as of the end of the two previous quarters. Other general and administrative expenses include our allocated share of employee, facilities, stockholder services and marketing costs incurred by our Administrator. Net Investment Income For the year ended December 31, 2012, net investment income was $11.8 million compared to $15.8 million for 2011. The $4.0 million, or 26%, decrease was primarily attributable to the $4.5 million decrease in investment income, partially offset by the $0.4 million decrease in operating expenses, both of which are described above. For the year ended December 31, 2011, net investment income was $15.8 million compared to $11.4 million for 2010. The 38%, or $4.4 million, increase was primarily attributable to the $4.3 million increase in investment income which, in turn, was largely due to the recognition of $4.5 million of previously unrecognized PIK interest on Tranche B of Aldens Term Loan. Net Realized Losses For the year ended December 31, 2012, net realized capital losses were $17.8 million, resulting primarily from realized losses on the write-off of our investments in Bionol Clearfield, LLC, or Bionol, and BioEnergy Holding, LLC, or BioEnergy, totaling $22.2 million after tax, partially offset by realized gains of $2.8 million on the sale of our Tammany overriding royalty interest and warrants, a net gain of $1.3 million on the sale of our EP Energy Senior Notes and net gains on remaining sales and settlements of $0.3 million.
 45    TABLE OF CONTENTS For the year ended December 31, 2011, net realized capital losses were $30.6 million, resulting primarily from the sale of our investments in Alden and Gatliff Services, LLC, or Gatliff, $3.9 million; DeanLake Operator, LLC, or DeanLake, $13.9 million; TierraMar Energy, LP, or TierraMar, $15.2 million; and Pioneer Natural Resources Co., $1.1 million; partially offset by realized gains from the sales of the overriding royalty interest associated with Greenleaf Investments, LLC, $1.0 million; a portion of our investment in GMX, $0.5 million; and the after pay-out overriding royalty interest and 50% of our warrants in Tammany of
$2.0 million. For the year ended December 31, 2010, we realized net capital losses of $33.3 million on the sale of our investment in Formidable, LLC. Unrealized Appreciation or Depreciation on Investments For the year ended December 31, 2012, net unrealized appreciation was $23.4 million, primarily due to the reversal of prior year unrealized depreciation, due to realization, on our investments in BioEnergy and Bionol of $21.8 million, increases in the estimated fair value of our debt investments in HEH of $3.7 million and EP Energy of $1.3 million, and increases in the estimated fair value of our equity investments in Castex Energy Development Fund, LP, or Castex EDF, and Castex 2005 of $2.0 million, partially offset by the reversal of prior period unrealized appreciation, due to realization, associated with our investments in
Tammany overriding royalty interests and warrants of $1.9 million and a decrease in the estimated fair value of our investment in Globe BG, LLC royalty earn-out of $3.0 million. Net decreases in the estimated fair value of our remaining investments totaled $0.5 million in 2012. For the year ended December 31, 2011, net unrealized depreciation was $5.1 million, primarily due to decreases in the estimated fair value of our investments in BioEnergy and Bionol of $21.5 million, Black Pool of $3.7 million, GMX of $3.4 million and the reversal, due to realizations, of prior period unrealized net appreciation associated with our investments in Alden of $4.4 million, partially offset by the reversal of prior period unrealized depreciation associated with our investments in DeanLake of $10.7 million and TierraMar of $15.7 million which were exited in 2011. Net increases in the estimated fair value of our
remaining investments totaled $1.5 million in 2011. For the year ended December 31, 2010, net unrealized appreciation before income taxes was $31.2 million, consisting primarily of the reversal of previously recorded unrealized depreciation on our investment in Formidable of $33.7 million, which was sold in 2010. Net decreases in the estimated fair value of our remaining investments totaled $2.5 million in 2010. Net Increase or Decrease in Net Assets Resulting from Operations For the year ended December 31, 2012, we recorded a net increase in net assets resulting from operations of $17.4 million, or $0.81 per share, compared to a net decrease in net assets resulting from operations of $19.9 million, or $0.92 per share, for the year ended December 31, 2011. The $37.2 million, or $1.73 per share, net change between the two periods was primarily attributable to the $41.3 million decrease in net realized and unrealized losses on our investments, partially offset by a $4.0 million decrease in net investment income in 2012. For the year ended December 31, 2011, we recorded a net decrease in net assets resulting from operations of $19.9 million, or $0.92 per share, compared to a net increase in net assets of $10.5 million, or $0.49 per share, for the year ended December 31, 2010. The $30.4 million, or $1.41 per share, net change between the two periods was primarily attributable to the $34.7 million increase in net realized and unrealized losses on our investments in 2011, partially offset by a $4.4 million increase in net investment income in 2011. Financial Condition, Liquidity and Capital Resources During the year ended December 31, 2012, we generated cash from operations of $8.0 million, excluding net purchases of investments, compared to $8.7 million in 2011 and $14.2 million in 2010. The slightly lower amounts of cash generated from operations in 2012 are primarily attributable to net collections of interest and income tax refunds receivable in 2011, partially offset by higher cash investment income in 2012.
 46    TABLE OF CONTENTS Our net cash used in operating activities for the year ended December 31, 2012 was $96.5 million, compared to $53.7 million of net cash provided by operating activities in 2011 and $7.6 million of net cash used in operating activities in 2010. This decrease in net cash provided by operations in 2012 was primarily due to higher net purchases of investments in portfolio securities in 2012. Purchases of portfolio securities totaled $125.2 million during 2012, compared to $106.6 million in 2011 and $64.2 million in 2010. Purchases in 2012 included the Castex 2005 Preferred Units of $50.0 million, EP Energy Senior Notes of $25.0
million, an additional investment in ATP of $25.0 million, the Midstates Notes of $14.0 million, the STP Term Loan of $10.0 million and additional investments in existing portfolio companies totaling $1.2 million. Purchases in 2011 included a $10.0 million Term Loan to Resaca Exploitation, Inc., or Resaca, an additional investment in ATP of $40.0 million, the Spirit Term Loan of $12.0 million, the $27.0 million Term Loan to Castex EDF, and other purchases totaling $17.6 million. Purchases in 2010 included Gatliff membership units, $12.8 million; Gatliff senior note, $11.7 million; Contour, $15.1 million; Crestwood, $8.8 million and other purchases totaling $15.8 million. The increase in new investment activity in 2012 and 2011 is primarily a result of generally more favorable conditions and outlook in the U.S. oil and gas industry, providing more opportunities for us to invest on reasonable terms given the level of risk assumed. Proceeds from the redemption of investments decreased
$84.9 million in 2012 to $66.6 million, compared to $151.5 million in 2011 and $42.4 million in 2010. Redemptions in 2012 included ATP, $16.4 million; EP Energy, $16.3 million; Tammany, $13.0 million; Crestwood, $8.3 million and other redemptions totaling $12.6 million. Redemptions in 2011 included Resaca, $10.0 million; Pioneer Natural Resources Co., $10.4 million; Greenleaf Investments LLC, $9.6 million; ATP, $18.1 million; Tammany, $15.5 million; Alden, $55.6 million; Gatliff, $15.6 million and other redemptions totaling $16.7 million. Redemptions in 2010 included Alden, $9.5 million; Gatliff membership units, $11.7 million; ATP, $8.4 million and other redemptions totaling $12.8 million. During 2012, we also purchased $102.2 million and redeemed $56.2 million in U.S. Treasury Bills with borrowings under our Treasury Facility, compared to $30.6 million in U.S. Treasury Bills purchased and redeemed during 2011. At December 31, 2012, we had cash and cash equivalents totaling $47.7 million. At December 31, 2012, the amount outstanding under our $72.0 million Amended and Restated Revolving Credit Agreement, or the Investment Facility, was $59.5 million and an additional $12.4 million was available for borrowing. At December 31, 2012, the amount outstanding under our $45.0 million Treasury Secured Revolving Credit Agreement, or the Treasury Facility, was $45.0 million and there was no additional amount available for borrowing. During the year ended December 31, 2012, we paid cash dividends totaling $12.7 million, or $0.59 per share, to our common stockholders compared to $15.6 million, or $0.72 per share during 2011 and $14.7 million, or $0.68 per share, during 2010. We currently intend to continue to distribute, in the form of quarterly dividends, a minimum of 90% of our annual investment company taxable income to our stockholders. On October 31, 2011, our Board of Directors approved a stock repurchase plan, pursuant to which we may, from time to time, repurchase up to $10.0 million of our common stock in the open market at prices not to exceed net asset value during our open trading periods. Our Board of Directors authorized this plan, because it believes that general market trading activity may cause our common stock to be undervalued from time to time. The repurchase program does not obligate us to purchase any shares and may be discontinued at any time. During 2012, we repurchased an aggregate of 608,125 shares of our common stock in the open market
at an average price of $6.89 per share, totaling $4.2 million, in accordance with the approved stock repurchase plan. Under the terms of the stock repurchase plan, we have remaining authorization to repurchase up to an additional $5.8 million of common stock. Any future share repurchases will be made in accordance with applicable securities laws and regulations that set certain restrictions on the method, timing, price and volume of stock repurchases. As of December 31, 2012, we had investments in or commitments to fund loan facilities to fourteen portfolio companies totaling $222.8 million, of which $219.9 million was drawn. We expect to fund our investments and our operations in 2013 from available cash, repayments or realizations of existing investments and from borrowings under our credit facilities. In the future, we may also fund a portion of our investments
 47    TABLE OF CONTENTS with issuances of equity or senior debt securities. We expect our primary use of funds to be investments in portfolio companies, cash distributions to holders of our common stock and payment of fees and other operating expenses. Commodity Derivative Instruments We use commodity derivative instruments from time to time to manage our exposure to commodity price fluctuations. We do not designate these instruments as hedging instruments for financial accounting purposes, and, as a result, we recognize the change in the instruments fair value currently on the Consolidated Statement of Operations as net increase (decrease) in unrealized appreciation (depreciation) on investments. In June 2008, we acquired a limited term volume-denominated royalty interest from ATP, and the royalty payments associated with this investment were subject to fluctuations in natural gas and oil prices. To manage this risk, we purchased oil and natural gas put options on approximately 93% of our royalty interest. All of these commodity derivative instruments were expired as of January 31, 2010, and we received payment for the final volumes associated with the limited term royalty interest in September 2010. In 2011, we acquired an additional limited term royalty interest from ATP and in December 2011 we purchased a series of oil put options, expiring in July 2012 through September 2013, to provide insurance against downside price movements. See Note 11 of Notes to Consolidated Financial Statements included elsewhere herein for further description of our put options. Credit Facilities and Borrowings On December 6, 2011, we entered into the Investment Facility. The total amount outstanding under the Investment Facility was $59.5 million and $50.0 million as of December 31, 2012 and 2011, respectively. Substantially all of our assets except our investments in U.S. Treasury Bills are collateral for the obligations under the Investment Facility. The Investment Facility matures on August 31, 2014, and bears interest, at our option, at either (i) LIBOR plus 325 to 475 basis points, or (ii) the base rate plus 225 to 375 basis points, both based on our amounts outstanding. As of December 31, 2012, the weighted average interest
rate on our outstanding balance of $59.5 million was 5.16%. We repaid the entire $59.5 million balance in January 2013. As of December 31, 2012, we had a letter of credit outstanding of $0.1 million, and $12.4 million was available for borrowing under the Investment Facility.  On March 31, 2011, we entered into the Treasury Facility, which can only be used to purchase U.S. Treasury Bills. Proceeds from the Treasury Facility facilitate the growth of our investment portfolio and provide flexibility in the sizing of our portfolio investments. On September 25, 2012, we entered into a second amendment to the Treasury Facility which increased the aggregate commitment amount from $30.0 million to $45.0 million. As amended, the Treasury Facility matures on September 25, 2013 and bears interest, at our option, at either (i) LIBOR plus 100 basis points or (ii) the base rate. We have the right at any time to
prepay the loans, in whole or in part, without premium or penalty. As of December 31, 2012, we had $45.0 million outstanding and no additional amount available for borrowing under the Treasury Facility, and the interest rate on our outstanding balance was 1.26% (LIBOR plus 100 basis points). The Investment Facility and Treasury Facility contain affirmative and reporting covenants and certain financial ratio and restrictive covenants that apply to our subsidiaries and us. We complied with these covenants throughout 2012 and had no events of default under either facility. The most restrictive covenants are: 

          maintaining a ratio of net asset value to consolidated total indebtedness (excluding net hedging liabilities) of not less than 2.25:1.0, 

          maintaining a ratio of net asset value to consolidated total indebtedness (including net hedging liabilities) of not less than 2.0:1.0, 

          maintaining a ratio of EBITDA (excluding revenue from cash collateral) to interest expense (excluding interest on loans under the Treasury Facility) of not less than 3.0:1.0, and 

          maintaining a ratio of collateral to the aggregate principal amount of loans under the Treasury Facility of not less than 1.02:1.0.
 48    TABLE OF CONTENTS In addition to our Investment Facility, we may also fund a portion of our investments with issuances of equity or senior debt securities. We expect our primary use of funds to be investments in portfolio companies, cash distributions to holders of our common stock and payment of fees and other operating expenses. Dividends We have elected to operate our business to be taxed as a RIC for federal income tax purposes. As a RIC, we generally are not required to pay corporate-level federal income taxes on any ordinary income or capital gains that we distribute to our stockholders as dividends. To maintain our RIC status, we must meet specific source-of-income and asset diversification requirements and distribute annually an amount equal to at least 90% of our investment company taxable income (which generally consists of ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any,
reduced by deductible expenses) and net tax-exempt interest. In order to avoid certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least equal to the sum of (1) 98% of our ordinary income for the calendar year, (2) 98.2% of our capital gain net income (i.e., realized capital gains in excess of realized capital losses) for the one-year period ending on October 31 of that calendar year, and (3) 100% of any ordinary income or capital gain net income not distributed in prior years. We currently intend to make sufficient distributions to satisfy the annual distribution requirement and to avoid the excise taxes. Although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, we may in the future decide to retain such capital gains for investment and designate such retained amount as a deemed distribution. We have established an opt out dividend reinvestment plan, or DRIP, that provides for reinvestment of our dividends and distributions on behalf of our stockholders, unless a stockholder elects to receive cash as provided below. As a result, if our Board of Directors authorizes, and we declare, a cash dividend, then our plan agent automatically reinvests a stockholders cash dividend in additional shares of our common stock unless the stockholder, or his or her broker, specifically opts out of the dividend reinvestment plan and elects to receive cash dividends. No action is required on the part of a registered stockholder to have the stockholders dividend reinvested in shares of our common stock. The plan administrator will set up an account for shares acquired through the DRIP for each stockholder who has not elected to receive dividends in cash, a participant, and hold such shares in non-certificated form. A registered stockholder may terminate participation in the DRIP at any time and elect to receive dividends in cash by notifying the plan administrator in writing so that such notice is received by the plan administrator no later than 10 days prior to the record date for
dividends to stockholders. Participants may terminate participation in the plan by notifying the plan administrator via its website at www.amstock.com, by filling out the transaction request form located at the bottom of their statement and sending it to the plan administrator at American Stock Transfer & Trust Company, Operations Center, 6201 15th Avenue, Brooklyn, NY 11219 or by calling the plan administrator at 1-800-937-5449. Within 20 days following receipt of a termination notice by the plan administrator and according to a participants instructions, the plan administrator will either: (a) maintain all shares held by such participant in a plan account designated to receive all future dividends and distributions in cash; (b) issue certificates for the whole shares credited to such participants plan account and issue a check representing the value of any fractional shares to such participant; or (c) sell the shares held in the plan account and remit the proceeds of the sale, less any brokerage commissions that may be incurred and a
$15.00 transaction fee, to such participant at his or her address of record at the time of such liquidation. A stockholder who has elected to receive dividends in cash may re-enroll in the DRIP at any time by providing notice to the plan administrator. Those stockholders whose shares are held by a broker or other financial intermediary may receive dividends in cash by notifying their broker or other financial intermediary of their election. We intend, when permitted by the DRIP, to primarily use newly issued shares for reinvested dividends under the DRIP. However, we reserve the right to purchase shares in the open market in connection with the DRIP. The number of newly issued shares to be issued to a stockholder is determined by dividing the total dollar amount of the dividend payable to such stockholder by the average market price per share of our common stock at the close of regular trading on the exchange or market on which our shares of common
 49    TABLE OF CONTENTS stock are listed for the five trading days preceding the valuation date for such dividend. We can not calculate the number of shares of our common stock to be outstanding after giving effect to payment of the dividend until the value per share at which additional shares will be issued has been determined and elections of our stockholders have been tabulated. We may not use newly issued shares to pay a dividend if the market price of our shares is less than our net asset value per share. In such event, the cash dividend will be paid to the plan administrator who will purchase shares in the open market for credit to the accounts of plan participants unless the average of the closing sales prices for the shares for the five days immediately preceding the payment date exceeds 110% of the most recently reported net asset value per share. The allocation of shares to the participants plan accounts will be based on the average cost of the shares so purchased, including brokerage
commissions. The plan administrator will reinvest all dividends and distributions as soon as practicable, but no later than the next ex-dividend date, except to the extent necessary to comply with applicable provisions of the federal securities laws. The plan will not pay interest on any uninvested cash payment. There are no brokerage charges or other charges to stockholders who participate in the DRIP. We pay the plan administrators fees. We may terminate the DRIP upon notice in writing mailed to each participant at least 30 days prior to any record date for the payment of any dividend by us. When a participant withdraws from the DRIP or when the DRIP is terminated, the participant will receive a cash payment for any fractional shares of our common stock based on the market price on the date of withdrawal or termination. Participants and interested stockholders should direct all correspondence concerning the DRIP to the plan administrator by mail at American Stock Transfer & Trust Company, Operations Center, 6201 15th Avenue, Brooklyn, NY 11219. The automatic reinvestment of dividends and distributions will not relieve a participant of any income tax liability associated with such dividend or distribution. A U.S. stockholder participating in the DRIP will be treated for U.S. federal income tax purposes as having received a dividend or distribution in an equal amount to the cash that the participant could have received instead of shares. The tax basis of such shares will equal the amount of such cash. A participant will not realize any taxable income upon receipt of a certificate for whole shares credited to the participants account whether upon the
participants request for a specified number of shares or upon termination of enrollment in the DRIP. Each participant will receive each year a Form 1099-DIV, prepared by our stock transfer agent, with respect to the U.S. federal income tax status of all dividends and distributions during the previous year. A copy of our dividend reinvestment plan is available on our corporate website, www.ngpcrc.com, in the investor relations section. As of January 7, 2013, the date of our most recent dividend payment, holders of 1,464,827 shares, or approximately 6.9% of outstanding shares, were participants in the DRIP. During 2012, we declared dividends totaling $0.57 per common share. Portfolio Credit Quality Most of our portfolio investments at December 31, 2012, are in negotiated, and often illiquid, securities of energy-related businesses. We maintain a system to evaluate the credit quality of these investments. While incorporating quantitative analysis, this system is a qualitative assessment. This system is intended to reflect the overall, long-term performance of a portfolio companys business, the collateral coverage of an investment, and other relevant factors. Our rating scale ranges from 1 to 7, with 1 being the highest credit quality. As of December 31, 2012 and 2011, our average portfolio rating on a
dollar-weighted fair market value basis was 4.1. Of the 19 rated investments in 14 portfolio companies as of December 31, 2012, compared to December 31, 2011, 1 improved in rating, 3 declined in rating, 10 retained the same rating and 5 investments were added during 2012. As of December 31, 2012, on a fair value basis, approximately 30% of our portfolio investments were in the form of senior secured debt securities. As of December 31, 2012, we had one investment on non-accrual status with an aggregate cost and fair value of $4.3 million and less than $0.1 million, respectively. Our portfolio investments at fair value were approximately 98% and 84% of the related cost basis as of December 31, 2012 and 2011, respectively.
 50    TABLE OF CONTENTS For the year ended December 31, 2012, the decrease in net unrealized depreciation was $23.4 million, primarily due to the reversal of prior year unrealized depreciation, due to realization, on our investments in BioEnergy and Bionol of $21.8 million, increases in the estimated fair values of our debt investments in HEH of $3.7 million and EP Energy of $1.3 million, and increases in the estimated fair value of our equity investments in Castex EDF and Castex 2005 of $2.0 million, partially offset by the reversal of prior period unrealized appreciation, due to realization, associated with our investments in Tammany overriding
royalty interests and warrants of $1.9 million and a decrease in the estimated fair value of our investment in Globe BG, LLC royalty earn-out of $3.0 million. Net decreases in the estimated fair value of our remaining investments totaled $0.5 million in 2012. Critical Accounting Policies Valuation of Investments The 1940 Act requires the separate identification of investments according to the percentage ownership in a portfolio companys outstanding voting securities. The percentages and categories are as follows: 

          Control investments  majority owned  we own 50% or more of a portfolio companys outstanding voting securities 

          Control investments  we own more than 25% but less than 50% of a portfolio companys outstanding voting securities 

          Affiliate investments  we own 5% or more but not more than 25% of a portfolio companys outstanding voting securities 

          Non-affiliate investments  we own less than 5% of a portfolio companys outstanding voting securities We account for all of the investments in our portfolio at fair value, following the provisions of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification Fair Value Measurements and Disclosures, or ASC 820. ASC 820 defines fair value, establishes a framework for measuring fair values, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and establishes disclosure requirements for fair value measurements. ASC 820 defines fair value as the price that a seller would receive for an asset or pay to transfer a liability in an orderly transaction between independent, knowledgeable and willing market participants at the measurement date. The fair value definition focuses on exit price in the principal, or most advantageous, market and prioritizes the use of observable market inputs over unobservable entity-specific inputs. On a quarterly basis, the investment team of our Manager prepares fair value estimates for all of the investments in our portfolio utilizing the income approach and market approach in accordance with ASC 820 and
presents them to our valuation committee of our Board of Directors. The valuation committee recommends its fair value estimates to our Board of Directors, which in good faith determines the final estimates of fair value for each investment. Determination of estimated fair values involves subjective judgments and estimates not susceptible of substantiation by auditing procedures. Additionally, under current auditing standards, the notes to our financial statements refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our financial statements. For more information regarding our portfolio valuation policies and procedures, see Valuation Process in Part I, Item 1. Business, above. We record investments in securities for which market quotations are readily available at such market quotations as of the valuation date. For investments in securities for which market quotations are unavailable, or which have various degrees of trading restrictions, the investment team of our Manager prepares valuation analyses and fair value estimates, as generally described below. Using the most recently available financial statements, forecasts and, when applicable, comparable transaction data, the investment team of our Manager prepares valuation analyses and fair value estimates for the various securities in our investment portfolio. These valuation analyses rely on estimates of the asset values and enterprise values of portfolio companies issuing securities.
 51    TABLE OF CONTENTS The methodologies for determining asset valuations include estimates based on: the liquidation or sale value of a portfolio companys assets, the discounted value of expected future net cash flows from the assets and third party valuations of a portfolio companys assets, such as asset appraisal reports, futures prices and engineering reserve reports of oil and natural gas properties. The investment team of our Manager considers some or all of the above valuation methods to determine the estimated asset value of a portfolio company. The methodologies for determining enterprise valuations include estimates based on: valuations of comparable public companies, recent sales of comparable companies, the value of recent investments in the equity securities of a portfolio company and on the methodologies used for asset valuations. The investment team of our Manager considers some or all of the above valuation methods to determine the estimated enterprise value of a portfolio company. The methodologies for determining estimated current market values of comparable securities include estimates based on: recent initial offerings of comparable securities of public and private companies; recent secondary market sales of comparable securities of public and private companies; current market implied interest rates for comparable securities in general; and current market implied interest rates for non-comparable securities in general, with adjustments for such elements as size of issue, tenor, and liquidity. The investment team of our Manager considers some or all of the above valuation methods to determine the
estimated current market value of a comparable security. Debt Securities and Limited-Term Royalties:  In estimating the fair value of our debt investments, we first assess the overall financial health of the portfolio company through an evaluation of a number of factors, including, as relevant, historical and projected financial results, the portfolio company's enterprise value, and the nature and realizable value of any collateral. In estimating the portfolio companys enterprise value, we analyze the discounted value of estimated future net cash flows of the portfolio company, derived, when appropriate, from third party valuations of a portfolio
companys assets, such as engineering reserve reports of oil and natural gas properties. We also use a market approach in estimating the portfolio companys estimated enterprise value, considering recent comparable transactions involving similar businesses or assets. We also may consider the markets in which the portfolio company operates; comparison to a peer group of publicly traded securities; the size and scope of the portfolio company and its specific strengths and weaknesses; recent purchases or sales of securities by the portfolio company; recent offers to purchase the portfolio company; the estimated value of comparable securities; and other relevant factors. Based upon these analyses, we assess the sources of cash flow available to the portfolio company to service its debt and the underlying credit risk, and determine an appropriate yield, or discount rate, to apply to our anticipated cash flows to be collected from each debt investment, recognizing that the
collection of contractual cash flows may come from one or a combination of cash flows generated from continuing operations of the portfolio company, liquidation of collateral or sale of the portfolio company. The appropriateness of the yield on our investments is directly relative to our judgment of the associated risks, using observable yield or price data for similar or comparable debt investments when available. Fair value measurements using the discounted cash flow method can be sensitive to significant changes in the inputs. A significant increase (decrease) in the discount rate for a particular security may result in a lower (higher) value for that security. We invest primarily in illiquid debt investments in small private energy companies, many of which are in the early stages of development, or are start-up companies in need of growth development capital. There is limited activity, transparency and variable data in the markets in which we invest. We have observed that there is limited correlation in yield and price data in our principle market when compared to overall market trends based upon debt investments we have made throughout our history. In circumstances where there is limited observable price or yield data of similar or comparable securities, we base our considerations
on our assessments of the credit trends and underlying performance of our portfolio companies and of the markets in which we invest, relying on the collective judgment of the investment team of our Manager, our Valuation Committee members and our Board of Directors, which is based on their extensive experience and expertise investing in public and non-public securities in energy markets.
 52    TABLE OF CONTENTS Equity Securities:  We record our investments in preferred and common equity securities (including warrants or options to acquire equity securities) at fair value based on our pro rata share of the residual equity value available after deducting all outstanding debt and other obligations, as applicable, from the estimated enterprise value of the portfolio company. To estimate the enterprise value of the portfolio company, we analyze the discounted cash flows of the portfolio company and indicative pricing (on a proved reserve and/or units-of-production basis, as appropriate) in recent comparable market
transactions as mentioned above, adjusted for lack of marketability due to the illiquid nature or other restrictions on the sale of the security. In most cases, we may compute an average of the calculated values of our share of the residual equity value (using multiple approaches or various assumptions) in determining the fair value of the equity security to be reported in our financial statements. Estimating a companys enterprise value involves judgment, and residual equity values can be relatively volatile based on changes in market conditions, the companys financial performance and outlook, and other factors. Fair value measurements using market comparables can be sensitive to significant changes in the inputs. A significant increase (decrease) in the reserve multiple, or a significant decrease (increase) in the discount for lack of marketability, for a particular equity security may result in a higher (lower) fair value for that security. In some cases, where we deem recent or pending financing or recapitalization transactions involving the portfolio company to be more indicative of enterprise value, we use such recent transactions to value the enterprise, in lieu of the discounted cash flow or market comparables. In addition, in cases where we deem appropriate, we utilize an option pricing method, or OPM, to value the various preferred stock, common stock and warrants we have in companies with complex capital structures. The OPM treats preferred stock, common stock and warrants as call options on the enterprise value, with exercise prices based on liquidation
preference of the security. The OPM commonly uses the Black-Scholes model to price the call option and considers the various terms of the stockholder agreements upon liquidation of the enterprise. In addition, the OPM implicitly considers the effect of the liquidation preference as of a future liquidation date, not as of the valuation date. Net Profits Interests and Royalty Interests:  We record our investments in overriding royalty and net profits interests at fair value based on a multiple of cash flows generated by such investments, multiples from transactions involving the sale of comparable assets and/or the discounted value of expected future net cash flows from such investments, adjusted for lack of marketability due to the illiquid nature or other restrictions on the sale of our investment. We derive appropriate cash flow multiples from the review of comparable transactions involving similar assets. We derive the discounted value of
future net cash flows, when appropriate, from third party valuations of a portfolio companys assets, such as engineering reserve reports of oil and natural gas properties. A significant increase (decrease) in the cash flow multiple, or a significant decrease (increase) in the discount for lack of marketability, for a particular investment may result in a higher (lower) fair value for that investment. Contingent Earn-Out:  Our contingent earn-out investment resulted from the sale of our investment in Alden Resources, LLC to Globe BG, LLC, or Globe, in July 2011. The amount of the payment, up to $6.8 million, is based on a formula involving the number of clean tons produced multiplied by the difference between the companys cost of production in 2010 and the cost of production during the optimal consecutive 12-month period during the 3-year period ending July 2014. We based our valuation of the earn-out on a weighted average of the discounted value of the earn-out payment computed under twenty scenarios
with various production and production cost assumptions. A significant increase (decrease) in production, a significant decrease (increase) in cost of production, or a significant decrease (increase) in the discount rate may result in a higher (lower) value of the earn-out. During 2012, we received historical data from Globe that revised our outlook for production and costs during the earn-out period, thus reducing the estimated fair value. Commodity Derivative Instruments:  We record all derivative instruments at fair value. Quoted market prices are the best evidence of estimated fair value. We estimate the fair value of the crude oil and natural gas options using a market-based valuation methodology based upon forward commodity price and volatility curves. Independent pricing services provide the curves, which reflect broker market quotes. We consider these investments as Level 2 on the valuation hierarchy, as the values represent quoted prices for similar instruments in active markets.
 53    TABLE OF CONTENTS Due to the inherent uncertainty in the valuation process, the fair value estimates for our investments may differ materially from the values that would have been used had a ready market for the securities existed. Additionally, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the gains or losses ultimately realized on our investments to be materially different from the valuations currently assigned. We determine the fair value of each individual investment on a quarterly basis and record changes in fair value as unrealized appreciation
or depreciation. Securities Transactions, Interest and Dividend Income Recognition We account for all securities transactions on a trade-date basis and we accrete premiums and discounts into interest income using the effective interest method. In conjunction with the acquisition of debt securities, we may receive detachable warrants, other equity securities or property interests such as overriding royalty interests. We record these interests separately from the debt securities at their initial estimated fair value, with a corresponding amount recorded as a discount to the associated debt security. We recognize income from overriding royalty interests as received and we amortize the recorded assets using the
units of production method. We defer the portion of the loan origination fees paid that represent additional yield or discount on a loan and accrete the balance into interest income over the life of the loan using the effective interest method. Upon the prepayment of a loan or debt security, we record any unamortized loan origination fees as interest income and we record any unamortized premium or discount as a realized gain or loss on the investment. We accrete market premiums or discounts on acquired loans or fixed income investments into interest income using the effective interest method. We recognize dividend income on the ex-dividend date. We accrue interest income if we expect that we will ultimately be able to collect it. When collectability of interest or dividends is doubtful, we place the investment on non-accrual status and evaluate any existing interest or dividend receivable balances to determine if a write off is necessary. We assess the collectability of the interest
and dividends on many factors, including the portfolio companys ability to service its loan based on current and projected cash flows as well as the current valuation of the portfolio companys assets. Payment-in-Kind Interest and Dividends We may have investments in our portfolio that contain payment-in-kind, or PIK, provisions. We compute PIK interest income or PIK dividend income at the contractual rate specified in each investment agreement and add that amount to the principal balance of the investment. For investments with PIK interest income or PIK dividends, we calculate our income accruals on the principal balance plus any PIK amounts. If the portfolio companys projected cash flows, further supported by total enterprise value, are not sufficient to cover the contractual principal and interest or dividend amounts, as applicable, we do not accrue
interest income or dividend income on the investment. To maintain our RIC status, we must pay out this non-cash source of income to stockholders in the form of dividends, even though we have not yet collected the cash. We recorded net PIK interest income of $2.6 million, $7.2 million and $4.5 million in 2012, 2011 and 2010, respectively. We did not record any PIK dividend income in 2012, 2011 or 2010. Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation We calculate realized capital gains on a security as the excess of the net amount realized from the sale or other disposition of such security over the amortized cost for the security. We calculate realized capital losses on a security as the amount by which the net amount realized from the sale or other disposition of such security is less than the amortized cost of such security. We consider unamortized fees, prepayment premiums, and investments charged off during the year, net of recoveries and we do not include previously recognized unrealized appreciation or depreciation. We calculate unrealized appreciation or depreciation on a security as the amount by which the fair value of such security exceeds or is less than the amortized cost of such security, as applicable. Net unrealized appreciation or depreciation for the period reflects the change in estimated portfolio investment values during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when we realize the settled capital gains or losses. We do not account for our commodity derivative instruments, if any, as hedging instruments for financial accounting purposes. Net unrealized appreciation or depreciation reflects the change in estimated derivative fair values during the reporting period including the reversal of previously recorded unrealized appreciation or depreciation when we realize the settled gains or losses.
 54    TABLE OF CONTENTS Contractual Obligations and Off-Balance Sheet Arrangements The following table summarizes our contractual payment obligations at December 31, 2012 (in thousands):  Revolving credit facilities(1):

          

          Total

          

          Less than 1 Year

          

          1  3 Years

          

          3  5 Years

          

          More than 5 YearsInvestment Facility

          

          $

          59,500

          

          

          $

          

          

          

          $

          59,500

          

          

          $

          

          

          

          $

          Treasury Facility

          

          

          45,000

          

          

          

          45,000

          

          

          

          

          

          

          

          

          

          

          

          Total

          

          $

          104,500

          

          

          $

          45,000

          

          

          $

          59,500

          

          

          $

          

          

          

          $

          
  (1)

          Excludes accrued interest amounts. We have certain unused commitments to extend credit to our portfolio companies. Generally, these commitments have fixed expiration dates, and we do not expect to fund the entire amounts before they expire. Therefore, these commitment amounts do not necessarily represent future cash requirements. In February 2010, we arranged for a letter of credit issued under the Investment Facility with respect to our investment in one of our portfolio companies. As of December 31, 2012, the letter of credit balance was $0.1 million and it expired on February 23, 2013. We do not report the unused portions of these commitments on our
Consolidated Balance Sheets. The following table shows our unused credit commitments and letter of credit as of December 31, 2012 and 2011 (in thousands):  As of December 31,2012

          

          2011Unused credit commitments

          

          $

          2,892

          

          

          $

          5,379Letter of credit

          

          

          137

          

          

          

          2,852
 55    TABLE OF CONTENTS Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Our business activities contain elements of risk. We consider the principal market risks to be: credit risk, risks related to the energy industry, illiquidity of individual investments in our investment portfolio, leverage risk, risks related to fluctuations in interest rates and commodity price risk. Credit risk is the principal market risk associated with our business. Credit risk originates from the fact that some of our portfolio companies may become unable or unwilling to fulfill their contractual payment obligations to us and may eventually default on those obligations. These contractual payment obligations arise under the debt securities and other investments that we hold. They include payment of interest, principal, dividends, royalties, fees and payments under guarantees and similar instruments. Our Manager endeavors to mitigate and manage credit risk through the analysis, structure, and requirements of our
investments. Prior to making an investment, our Manager evaluates it under a variety of scenarios to understand its sensitivity to changes in critical variables and assumptions and to assess its potential credit risk. The structures for our investments are designed to mitigate credit risk. For example, since the underlying assets of our portfolio companies debt investments are often security for some of our investments, our Manager may require that our portfolio companies enter into commodity price hedges on a portion of their production to minimize the sensitivity of their projected cash flows to declines in commodity prices; and, in many instances, there is capital junior to ours in the capital structure of our portfolio companies. Our investments generally require routine reporting, periodic appraisal of asset values, and covenant requirements designed to minimize and detect developing credit risk. Historically, we have concentrated our investments in the securities of companies that operate in the energy industry. This industry is replete with risks that may affect individual companies or may systemically affect virtually our entire investment portfolio. The revenues, income (or losses), cash flow available for debt service or distribution, and valuations of energy companies can be significantly impacted by any one or more of the following factors: commodity pricing risk, operational risk, weather risk, depletion and exploration risk, production risk, demand risk, competition risk, valuation risk, financing risk and
regulatory risk. Elaboration of these risks is provided in Item 1A. Risk Factors. Through our credit risk management process, we endeavor to mitigate and manage these risks as they relate to individual portfolio companies and, by extension, to our entire portfolio of investments. However, we cannot be assured that our Managers efforts to mitigate and manage credit risk and the risks associated with the energy industry will successfully insulate us from any and all losses, either at the level of individual portfolio companies or, more broadly, for our entire investment portfolio. We primarily invest in illiquid debt and other securities of private companies. In some cases these investments include additional equity components. Our investments generally have no established trading market or are generally subject to restrictions on resale. The illiquidity of our investments may adversely affect our ability to dispose of debt and equity securities at times when it may be otherwise advantageous for us to liquidate such investments (for example, for management of the various diversification requirements we are subject to as a BDC and as a RIC, or for management of liquidity or credit risk). The proceeds
realized from such liquidation would likely be significantly less than the long-term value of the liquidated investments. We use a combination of long-term and short-term borrowings to supplement our equity capital to finance our investing activities. We expect to use our Investment Facility as a means to bridge to long-term financing. These borrowings rank senior in our capital structure to interests of our stockholders and, thus, have a senior claim on earnings and cash flows generated by our investment portfolio. To the extent that we are able to invest borrowed money at rates in excess of the cost of that money, we will generate greater returns on our equity capital than would have been the case without leverage. However, if we have losses in
our investment portfolio, we must first service or repay the borrowings. This would potentially subject our stockholders to the risk of greater loss than would have been the case without leverage. Elaboration of the risks associated with the issue of senior securities is provided in Item 1A. Risk Factors. Another facet of utilizing borrowed money to make investments is that our net investment income is dependent upon the difference, or spread, between the rate at which we borrow funds and the interest rate or effective yield at which we invest those funds. For example, a hypothetical 1% increase in the interest rate under our Investment Facility, when fully drawn, would result in a $0.7 million increase in our interest
 56    TABLE OF CONTENTS expense. We generally mitigate the risk of asymmetric movements in the cost of borrowing versus investment return by following a practice of funding floating rate investments with equity capital or floating rate debt. As of December 31, 2012, excluding investments in U.S. Treasury Bills, approximately 67% of our portfolio investments at fair value in our portfolio were at fixed rates, while approximately 33% were at variable rates. In addition, we may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. Such techniques may include various interest rate hedging activities
to the extent permitted by the 1940 Act. In June 2011, we acquired an additional limited term royalty interest from ATP and on December 29, 2011, we purchased a series of oil put options to provide insurance against downside price movements. These commodity derivative instruments covered 15 months beginning in July 2012 and expiring in September 2013.
 57    TABLE OF CONTENTS Item 8. Financial Statements and Supplementary Data. INDEX TO FINANCIAL STATEMENTS  PageReport of Independent Registered Public Accounting Firm





59Report of Independent Registered Public Accounting Firm on Controls





60Report of Independent Registered Public Accounting Firm





61Consolidated Balance Sheets





62Consolidated Statements of Operations





63Consolidated Statement of Changes in Net Assets





64Consolidated Statements of Cash Flows





65Consolidated Schedules of Investments





66Notes to Consolidated Financial Statements





73Schedule 12  14 Investments in and Advances to Affiliates





101
 58    TABLE OF CONTENTS Report of Independent Registered Public Accounting Firm The Board of Directors and Shareholders of NGP Capital Resources Company We have audited the accompanying consolidated balance sheet of NGP Capital Resources Company, including the consolidated schedule of investments, as of December 31, 2012, and the related consolidated statements of operations, changes in net assets, cash flows, and financial highlights for the year ended December 31, 2012. Our audit also included the financial statement schedule listed in the Index at Item 15(a), Schedule 12  14 Schedule of Investments In and Advances to Affiliates. These financial statements, financial highlights, and schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements, financial highlights, and schedule based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. Our procedures included confirmation of securities owned as of December 31, 2012 by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the consolidated financial position of NGP Capital Resources Company at December 31, 2012, and the consolidated results of its operations, changes in net assets, and its cash flows for the year in the period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set
forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), NGP Capital Resources Company's internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 11, 2013 expressed an unqualified opinion thereon. /s/ Ernst & Young LLP Houston, Texas March 11, 2013
 59    TABLE OF CONTENTS Report of Independent Registered Public Accounting Firm The Board of Directors and Shareholders of NGP Capital Resources Company We have audited NGP Capital Resources Companys internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). NGP Capital Resources Companys management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Managements Annual Report on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on the companys internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, NGP Capital Resources Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of NGP Capital Resources Company, including the consolidated schedule of investments, as of December 31, 2012 and the related consolidated statements of operations, changes in net assets, cash flows, and financial highlights for the year ended December 31, 2012, and our report dated March 11, 2013 expressed an unqualified opinion thereon. /s/ Ernst & Young LLP Houston, Texas March 11, 2013
 60    TABLE OF CONTENTS Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of NGP Capital Resources Company: In our opinion, the consolidated balance sheet, including the consolidated schedule of investments as of December 31, 2011 and the related consolidated statements of operations, of changes in net assets and of cash flows for each of the two years in the period ended December 31, 2011 present fairly, in all material respects, the financial position of NGP Capital Resources Company and its subsidiaries at December 31, 2011, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of
America. In addition, in our opinion, the financial statement schedule as of December 31, 2011 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP Houston, Texas March 9, 2012
 61    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY CONSOLIDATED BALANCE SHEETS (In Thousands, Except Share and Per Share Amounts)  December 31, 2012

          

          December 31, 2011AssetsInvestments in portfolio securities at fair value Control investments  majority owned (cost: $8,140 and $0, respectively)

          

          $

          8,608

          

          

          $

          150Affiliate investments (cost: $16,280 and $36,778, respectively)

          

          

          13,153

          

          

          

          13,498Non-affiliate investments (cost: $193,332 and $135,824, respectively)

          

          

          191,853

          

          

          

          131,409Total portfolio investments

          

          

          213,614

          

          

          

          145,057Investments in U.S. Treasury Bills at fair value (cost: $45,996 and $0, respectively)

          

          

          45,996

          

          

          

          Total investments

          

          

          259,610

          

          

          

          145,057Cash and cash equivalents

          

          

          47,655

          

          

          

          106,570Accounts receivable and other current assets

          

          

          732

          

          

          

          1,442Interest receivable

          

          

          1,876

          

          

          

          792Prepaid assets

          

          

          2,449

          

          

          

          2,720Total current assets

          

          

          52,712

          

          

          

          111,524Total assets

          

          $

          312,322

          

          

          $

          256,581Liabilities and net assetsCurrent liabilitiesAccounts payable and accrued expenses

          

          $

          1,372

          

          

          $

          739Management and incentive fees payable

          

          

          1,305

          

          

          

          1,190Payables for investment securities purchased

          

          

          

          

          

          

          417Dividends payable

          

          

          3,363

          

          

          

          3,893Income taxes payable

          

          

          515

          

          

          

          66Short-term debt

          

          

          45,000

          

          

          

          Total current liabilities

          

          

          51,555

          

          

          

          6,305Deferred tax liabilities

          

          

          1

          

          

          

          10Long-term debt

          

          

          59,500

          

          

          

          50,000Total liabilities

          

          

          111,056

          

          

          

          56,315Commitments and contingencies (Note 7)Net assetsCommon stock, $.001 par value, 250,000,000 shares authorized; 21,020,077 and 21,628,202, shares issued and outstanding

          

          

          21

          

          

          

          22Paid-in capital in excess of par

          

          

          251,088

          

          

          

          255,486Undistributed net investment income (loss)

          

          

          (1,672

          )

          

          

          (518

          )Undistributed net realized capital gain (loss)

          

          

          (47,148

          )

          

          

          (30,286

          )Net unrealized appreciation (depreciation) on investments

          

          

          (1,023

          )

          

          

          (24,438

          )Total net assets

          

          

          201,266

          

          

          

          200,266Total liabilities and net assets

          

          $

          312,322

          

          

          $

          256,581Net asset value per share

          

          $

          9.57

          

          

          $

          9.26
 (See accompanying notes to consolidated financial statements)
 62    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands, Except Per Share Data)  For The Year Ended December 31,2012

          

          2011

          

          2010Investment incomeInterest income:Control investments  majority owned

          

          $

          

          

          

          $

          8,605

          

          

          $

          4,180Affiliate investments

          

          

          1,728

          

          

          

          1,325

          

          

          

          3,674Non-affiliate investments

          

          

          18,638

          

          

          

          15,587

          

          

          

          13,153Dividend income:Non-affiliate investments

          

          

          1,917

          

          

          

          

          

          

          

          Royalty income (loss), net of amortization:Control investments  majority owned

          

          

          

          

          

          

          1,195

          

          

          

          1,792Non-affiliate investments

          

          

          523

          

          

          

          1,031

          

          

          

          (845

          )Other income

          

          

          563

          

          

          

          160

          

          

          

          1,631Total investment income

          

          

          23,369

          

          

          

          27,903

          

          

          

          23,585Operating expensesInterest expense and bank fees

          

          

          2,018

          

          

          

          1,473

          

          

          

          1,261Management and incentive fees

          

          

          4,580

          

          

          

          5,422

          

          

          

          5,548Professional fees

          

          

          1,098

          

          

          

          1,065

          

          

          

          878Insurance expense

          

          

          721

          

          

          

          728

          

          

          

          741Other general and administrative expenses

          

          

          3,143

          

          

          

          3,346

          

          

          

          3,663Total operating expenses

          

          

          11,560

          

          

          

          12,034

          

          

          

          12,091Income tax provision (benefit), net

          

          

          46

          

          

          

          60

          

          

          

          54Net investment income

          

          

          11,763

          

          

          

          15,809

          

          

          

          11,440Net realized capital gain (loss) on investmentsControl investments  majority owned

          

          

          (143

          )

          

          

          (32,978

          )

          

          

          (33,298

          )Affiliate investments

          

          

          (21,758

          )

          

          

          

          

          

          

          Non-affiliate investments

          

          

          4,535

          

          

          

          2,364

          

          

          

          22Benefit (provision) for taxes on realized gain (loss)

          

          

          (461

          )

          

          

          

          

          

          

          Total net realized capital gain (loss) on investments

          

          

          (17,827

          )

          

          

          (30,614

          )

          

          

          (33,276

          )Net unrealized appreciation (depreciation) on investmentsControl investments  majority owned

          

          

          350

          

          

          

          18,680

          

          

          

          27,611Affiliate investments

          

          

          20,604

          

          

          

          (22,197

          )

          

          

          (1,934

          )Non-affiliate investments

          

          

          2,452

          

          

          

          (1,588

          )

          

          

          5,500Benefit (provision) for taxes on unrealized appreciation (depreciation) on investments

          

          

          9

          

          

          

          22

          

          

          

          1,133Total net unrealized appreciation (depreciation) on investments

          

          

          23,415

          

          

          

          (5,083

          )

          

          

          32,310Net increase (decrease) in net assets resulting from operations

          

          $

          17,351

          

          

          $

          (19,888

          )

          

          $

          10,474Net increase (decrease) in net assets resulting from operations per common share

          

          $

          0.81

          

          

          $

          (0.92

          )

          

          $

          0.49Dividends declared per common share

          

          $

          0.57

          

          

          $

          0.72

          

          

          $

          0.69Weighted average shares outstanding  basic and diluted

          

          

          21,429

          

          

          

          21,628

          

          

          

          21,628
 (See accompanying notes to consolidated financial statements)
 63    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS (In Thousands)  Common Stock

          

          Paid-inCapital in Excess of Par

          

          Undistributed Net Investment Income (Loss)

          

          Undistributed Net Realized Capital Gain (Loss)

          

          Net Unrealized Appreciation (Depreciation) on Investments

          

          Total Net AssetsShares

          

          AmountBalance at December 31, 2009

          

          

          21,628

          

          

          $

          22

          

          

          $

          296,763

          

          

          $

          (4,945

          )

          

          $

          

          

          

          $

          (51,665

          )

          

          $

          240,175Net increase (decrease) in net assets resulting from operations

          

          

          

          

          

          

          

          

          

          

          (1,079

          )

          

          

          12,022

          

          

          

          (32,779

          )

          

          

          32,310

          

          

          

          10,474Dividends declared

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (14,923

          )

          

          

          

          

          

          

          

          

          

          

          (14,923

          )Balance at December 31, 2010

          

          

          21,628

          

          

          

          22

          

          

          

          295,684

          

          

          

          (7,846

          )

          

          

          (32,779

          )

          

          

          (19,355

          )

          

          

          235,726Net increase (decrease) in net assets resulting from operations

          

          

          

          

          

          

          

          

          

          

          (40,198

          )

          

          

          22,900

          

          

          

          2,493

          

          

          

          (5,083

          )

          

          

          (19,888

          )Dividends declared

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (15,572

          )

          

          

          

          

          

          

          

          

          

          

          (15,572

          )Balance at December 31, 2011

          

          

          21,628

          

          

          

          22

          

          

          

          255,486

          

          

          

          (518

          )

          

          

          (30,286

          )

          

          

          (24,438

          )

          

          

          200,266Net increase (decrease) in net assets resulting from operations

          

          

          

          

          

          

          

          

          

          

          (206

          )

          

          

          11,004

          

          

          

          (16,862

          )

          

          

          23,415

          

          

          

          17,351Acquisition of common stock under repurchase plan

          

          

          (608

          )

          

          

          (1

          )

          

          

          (4,192

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (4,193

          )Dividends declared

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (12,158

          )

          

          

          

          

          

          

          

          

          

          

          (12,158

          )Balance at December 31, 2012

          

          

          21,020

          

          

          $

          21

          

          

          $

          251,088

          

          

          $

          (1,672

          )

          

          $

          (47,148

          )

          

          $

          (1,023

          )

          

          $

          201,266
 (See accompanying notes to consolidated financial statements)
 64    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands)  For The Year Ended December 31,2012

          

          2011

          

          2010Cash flows from operating activitiesNet increase (decrease) in net assets resulting from operations

          

          $

          17,351

          

          

          $

          (19,888

          )

          

          $

          10,474Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:Payment-in-kind interest

          

          

          (2,571

          )

          

          

          (7,230

          )

          

          

          (4,547

          )Net amortization of premiums, discounts and fees

          

          

          (1,362

          )

          

          

          (2,437

          )

          

          

          8,276Net realized capital (gain) loss on investments

          

          

          17,366

          

          

          

          30,614

          

          

          

          33,276Net unrealized (appreciation) depreciation on investments

          

          

          (23,406

          )

          

          

          5,105

          

          

          

          (31,177

          )Net deferred income tax provision (benefit)

          

          

          (9

          )

          

          

          (8

          )

          

          

          (5

          )Effects of changes in operating assets and liabilities:Accounts receivable and other current assets

          

          

          710

          

          

          

          1,654

          

          

          

          (980

          )Interest receivable

          

          

          (1,084

          )

          

          

          1,444

          

          

          

          (995

          )Prepaid assets

          

          

          271

          

          

          

          (983

          )

          

          

          465Payables and accrued expenses

          

          

          780

          

          

          

          460

          

          

          

          (625

          )Purchase of investments in portfolio securities

          

          

          (125,204

          )

          

          

          (106,558

          )

          

          

          (64,168

          )Proceeds from redemption of investments in portfolio securities

          

          

          66,620

          

          

          

          151,512

          

          

          

          42,382Purchase of investments in U.S. Treasury Bills

          

          

          (102,198

          )

          

          

          (30,601

          )

          

          

          Proceeds from redemption of investments in U.S. Treasury Bills

          

          

          56,202

          

          

          

          30,601

          

          

          

          Net cash provided by (used in) operating activities

          

          

          (96,534

          )

          

          

          53,685

          

          

          

          (7,624

          )Cash flows from financing activitiesBorrowings under revolving credit facilities

          

          

          201,313

          

          

          

          160,000

          

          

          

          224,905Repayments on revolving credit facilities

          

          

          (146,813

          )

          

          

          (160,000

          )

          

          

          (242,405

          )Acquisition of common stock under repurchase plan

          

          

          (4,193

          )

          

          

          

          

          

          

          Dividends paid

          

          

          (12,688

          )

          

          

          (15,572

          )

          

          

          (14,707

          )Net cash provided by (used in) financing activities

          

          

          37,619

          

          

          

          (15,572

          )

          

          

          (32,207

          )Net increase (decrease) in cash and cash equivalents

          

          

          (58,915

          )

          

          

          38,113

          

          

          

          (39,831

          )Cash and cash equivalents, beginning of period

          

          

          106,570

          

          

          

          68,457

          

          

          

          108,288Cash and cash equivalents, end of period

          

          $

          47,655

          

          

          $

          106,570

          

          

          $

          68,457Supplemental Disclosures:Cash paid for interest

          

          $

          795

          

          

          $

          442

          

          

          $

          412Cash paid for taxes

          

          

          67

          

          

          

          51

          

          

          

          67
 (See accompanying notes to consolidated financial statements)
 65    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY CONSOLIDATED SCHEDULE OF INVESTMENTS December 31, 2012 (In Thousands, Except Share Amounts and Percentages)  Portfolio Company

          

          Industry Segment

          

          Investment(1)

          

          Principal

          

          Cost

          

          Fair Value(2)PORTFOLIO INVESTMENTSControl Investments  Majority Owned (50% or more owned)Pallas Contour Mining, LLC

          

          

          Coal Mining

          

          

          

          Senior Secured Term Loan (12%, due 10/14/2015)

          

          

          $

          8,108

          

          

          $

          8,140

          

          

          $

          8,108800 Membership Units representing 80% of the common equity

          

          

          

          

          

          

          

          

          

          

          

          500Rubicon Energy Partners, LLC(10)

          

          

          Oil & Natural Gas Production and Development

          

          

          

          4,000 LLC Units - 50% ownership of the assets

          

          

          

          

          

          

          

          

          

          

          

          Subtotal Control Investments  Majority Owned (50% or more owned)

          

          $

          8,140

          

          

          $

          8,608Affiliate Investments  (5% to 25% owned)Resaca Exploitation Inc.

          

          

          Oil & Natural Gas Production and Development

          

          

          

          Senior Unsecured Term Loan (9.5% cash, 12% PIK or 14% default, due 12/31/2014)(15)

          

          

          $

          12,933

          

          

          $

          12,795

          

          

          $

          12,933Common Stock (1,360,972 shares)  representing 6.56% of the outstanding common stock(3)(8)

          

          

          

          

          

          

          

          3,235

          

          

          

          210Warrants(11)

          

          

          

          

          

          

          

          250

          

          

          

          10Subtotal Affiliate Investments  (5% to 25% owned)

          

          $

          16,280

          

          

          $

          13,153Non-affiliate Investments  (Less than 5% owned)ATP Oil & Gas Corporation

          

          

          Oil & Natural Gas Production and Development

          

          

          

          Limited Term Royalty Interest (Notional rate of 13.2%)(5)

          

          

          

          

          

          

          $

          36,614

          

          

          $

          37,026BP Corporation North America, Inc.

          

          

          Oil & Natural Gas Production and Development

          

          

          

          Put options to sell up to 83,048 Bbls of crude oil at a strike price of $65.00 per Bbl. 9 monthly contracts expiring through September 30, 2013(3)(5)

          

          

          

          

          

          

          

          245

          

          

          

          9Castex Energy Development Fund, LP

          

          

          Oil & Natural Gas Production and Development

          

          

          

          Senior Secured Term Loan (The greater of 11.5% or LIBOR + 10.5%, due 12/31/2014)

          

          

          $

          27,500

          

          

          

          27,141

          

          

          

          27,500Class B LP Units  5%(14)

          

          

          

          

          

          

          

          0

          

          

          

          910Castex 2005 LP

          

          

          Oil & Natural Gas Production and Development

          

          

          

          Redeemable Preferred LP Units (current pay 8% cash, due 7/1/2016)(16)

          

          

          

          50,000

          

          

          

          50,046

          

          

          

          51,180Chroma Exploration & Production, Inc.

          

          

          Oil & Natural Gas Production and Development

          

          

          

          12,301 Shares Series A Participating Convertible Preferred Stock(6)

          

          

          

          

          

          

          

          2,222

          

          

          

          11,234 Shares Series AA Participating Convertible Preferred Stock(6)

          

          

          

          

          

          

          

          2,090

          

          

          

          438.11 Shares Common Stock

          

          

          

          

          

          

          

          

          

          

          

          EP Energy, LLC

          

          

          Oil & Natural Gas Production and Development

          

          

          

          Senior Unsecured Notes (9.375%, due 5/1/2020)(3)

          

          

          

          10,000

          

          

          

          10,000

          

          

          

          11,338
 (See accompanying notes to consolidated financial statements)
 66    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY CONSOLIDATED SCHEDULE OF INVESTMENTS December 31, 2012 (In Thousands, Except Share Amounts and Percentages)(Continued)  Portfolio Company

          

          Industry Segment

          

          Investment(1)

          

          Principal

          

          Cost

          

          Fair Value(2)Non-affiliate Investments  (Less than 5% owned)  ContinuedGlobe BG, LLC

          

          

          Coal Production

          

          

          

          Contingent earn-out related to July 2011 sale of royalty interests in Alden Resources, LLC(13)

          

          

          

          

          

          

          

          

          

          

          $

          240GMX Resources, Inc.

          

          

          Oil & Natural Gas Production and Development

          

          

          

          Subordinated Notes (9%, due 3/2/2018)

          

          

          $

          12,661

          

          

          $

          9,452

          

          

          

          7,4072,975,098 Shares Common Stock(4)

          

          

          

          

          

          

          

          2,317

          

          

          

          1,488Huff Energy Holdings, Inc.

          

          

          Oil & Natural Gas Production and Development

          

          

          

          Senior Secured Term Loan (The greater of 11% or LIBOR + 7%, due 4/15/2013)(9)

          

          

          

          15,100

          

          

          

          15,100

          

          

          

          15,100Midstates Petroleum Company, Inc.

          

          

          Oil & Natural Gas Production and Development

          

          

          

          Senior Subordinated Notes (10.75%, due 10/1/2020)(3)

          

          

          

          14,000

          

          

          

          14,435

          

          

          

          14,875Myriant Corporation

          

          

          Alternative Fuels and Specialty Chemicals

          

          

          

          131,741 shares of common stock, representing 0.56% of the outstanding common shares

          

          

          

          

          

          

          

          419

          

          

          

          770Warrants(7)

          

          

          

          

          

          

          

          49

          

          

          

          110Southern Pacific Resource Corp.

          

          

          Oil & Natural Gas Production and Development

          

          

          

          Second Lien Term Loan (The greater of 10.5% or LIBOR + 8.5% or the greater of 10.5% or Prime + 7.5%, due 1/07/2016)(5)

          

          

          

          9,740

          

          

          

          9,850

          

          

          

          9,837Spirit Resources, LLC

          

          

          Oil & Natural Gas Production and Development

          

          

          

          Senior Secured Term Loan (The greater of 12% or LIBOR + 8%, due 4/27/2015)

          

          

          

          13,500

          

          

          

          13,327

          

          

          

          13,500Warrants(12)

          

          

          

          

          

          

          

          25

          

          

          

          520Subtotal Non-affiliate Investments  (Less than 5% owned)

          

          $

          193,332

          

          

          $

          191,853Subtotal Portfolio Investments (82.27% of total investments)

          

          $

          217,752

          

          

          $

          213,614GOVERNMENT SECURITIESU.S. Treasury Bills(4)

          

          

          

          

          

          

          

          

          

          $

          46,000

          

          

          $

          45,996

          

          

          $

          45,996Subtotal Government Securities (17.73% of total investments)

          

          $

          45,996

          

          

          $

          45,996TOTAL INVESTMENTS

          

          $

          263,748

          

          

          $

          259,610
 (See accompanying notes to consolidated financial statements)
 67    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY CONSOLIDATED SCHEDULE OF INVESTMENTS December 31, 2012 (Continued) NOTES TO CONSOLIDATED SCHEDULE OF INVESTMENTS (1)

          All of our portfolio investments are collateral for obligations under our Investment Facility. Our investments in U.S. Treasury Bills are collateral for obligations under our Treasury Facility. See Note 3 of Notes to Consolidated Financial Statements. Percentages represent interest rates in effect at the end of the period and due dates represent the contractual maturity dates. Warrants, common stocks, units, commodity derivative instruments and earn-outs are non-income producing securities, unless otherwise stated. (2)

          Our Board of Directors determines, in good faith, the final estimates of fair value of our investments. Fair value estimates are determined using unobservable inputs (Level 3 hierarchy), unless otherwise stated. (3)

          Fair value estimate is determined using prices with observable market inputs (Level 2 hierarchy). See Note 10 of Notes to Consolidated Financial Statements. (4)

          Fair value is determined using prices for identical securities in active markets (Level 1 hierarchy). See Note 10 of Notes to Consolidated Financial Statements. (5)

          We have determined that this investment is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. The status of these assets under the 1940 Act is subject to change. We monitor the status of these assets on an ongoing basis. (6)

          Non-accrual status. (7)

          Myriant Corporation warrants expire on August 15, 2015 and provide us the right to purchase 32,680 shares of Myriant Corporation at a purchase price of $10.00 per share. (8)

          Resaca Exploitation, Inc., or Resaca, stock is listed on the Alternative Investment Market of the London Stock Exchange, denominated in British pounds and its reported fair value at December 31, 2012 has been converted to U.S. dollars. (9)

          The Black Pool Energy Partners, LLC, or Black Pool, Term Loan originally matured on October 24, 2011 without repayment. On September 21, 2012, we, Black Pool and Huff Energy Holdings, Inc., or HEH, executed an amendment (effective July 31, 2012) whereby HEH unconditionally assumed the Black Pool Term Loan and became the new borrower. (10)

          Assets of this portfolio company have been sold. The legal entity, in which we retain an equity interest, is in the process of dissolution. (11)

          Resaca warrants expire 10 business days following termination of the credit agreement and entitle us to purchase up to 2,420,000 shares of Resaca common stock at a purchase price of $1.92 per share. (12)

          Spirit Resources, LLC penny warrants expire five years after repayment of principal and interest and entitle us to acquire 33% of the Units of Membership Interest. (13)

          Contingent payment of up to $6.8 million is dependent upon Alden Resources, LLCs ability to achieve certain sales volume and operating efficiency levels during the three year period ending July 2014. (14)

          Lenders were granted 10% (5% net to us) of the LP interest in Castex Energy Development Fund, or Castex EDF, via Class B LP units that will become effective at the earlier of maturity or a liquidity event in which the Castex EDF assets are sold. (15)

          In March 2012, Resaca received a default notice from the agent for its Senior Unsecured Term Loan, regarding the violation of two financial covenants. Beginning March 2, 2012, the applicable interest rate under this loan is 14% as long as the covenant violation persists. (16)

          Upon redemption, we will receive the outstanding face amount plus an option to elect to receive either: a) a cash payment resulting in a total 12% IRR (inclusive of the 8% cash distributions) or b) our pro rata share of 2% of the outstanding regular limited partner interests in Castex 2005 LP (0.67% net to us). (See accompanying notes to consolidated financial statements)
 68    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY CONSOLIDATED SCHEDULE OF INVESTMENTS December 31, 2011 (In Thousands, Except Share Amounts and Percentages)  Portfolio Company

          

          Energy Industry Segment

          

          Investment(1)

          

          Principal

          

          Cost

          

          Fair Value(2)Control Investments-Majority Owned (50% or more owned)BSR Holdings, LLC(11)

          

          

          Oil & Natural Gas Production and Development

          

          

          

          100% of membership interests of BSR Holdings, LLC

          

          

          

          

          

          

          $

          

          

          

          $

          DeanLake Operator, LLC(11)

          

          

          Oil & Natural Gas Production and Development

          

          

          

          Class A membership interests  entitled to 100% of distribution of DeanLake Operator, LLC

          

          

          

          

          

          

          

          

          

          

          

          150Rubicon Energy Partners, LLC(11)

          

          

          Oil & Natural Gas Production and Development

          

          

          

          4,000 LLC Units - 50% ownership of the assets of Rubicon Energy Partners, LLC

          

          

          

          

          

          

          

          

          

          

          

          Subtotal Control Investments  Majority Owned (50% or more owned)

          

          $

          

          

          

          $

          150Affiliate Investments  (5% to 25% owned)BioEnergy Holding, LLC(6)

          

          

          Alternative Fuels and Specialty Chemicals

          

          

          

          Senior Secured Notes (15%, due 3/06/2015)(4)

          

          

          $

          16,662

          

          

          $

          15,511

          

          

          $

          BioEnergy Holding Units-11.1% of outstanding units of BioEnergy Holding, LLC

          

          

          

          

          

          

          

          1,297

          

          

          

          Myriant Corporation  0.55% of outstanding common shares of Myriant Corporation

          

          

          

          

          

          

          

          419

          

          

          

          706Myriant Corporation Warrants(8)

          

          

          

          

          

          

          

          49

          

          

          

          64Bionol Clearfield, LLC(6)

          

          

          Alternative Fuels and Specialty Chemicals

          

          

          

          Senior Secured Tranche C 2nd Lien Term Loan (LIBOR + 7% cash, LIBOR + 9% default, due 9/06/2016)(4)

          

          

          

          4,950

          

          

          

          4,950

          

          

          

          Resaca Exploitation Inc.

          

          

          Oil & Natural Gas Production and Development

          

          

          

          Senior Unsecured Term Loan (9.5% cash or 12% PIK, due 12/31/2014)(21)

          

          

          

          11,265

          

          

          

          11,067

          

          

          

          11,265Common Stock (1,360,972 shares)  representing 6.56% of outstanding common stock of Resaca Exploitation Inc.(3)(9)

          

          

          

          

          

          

          

          3,235

          

          

          

          1,197Warrants

          (13)

          

          

          

          

          

          

          250

          

          

          

          266Subtotal Affiliate Investments  (5% to 25% owned)

          

          $

          36,778

          

          

          $

          13,498Non-affiliate Investments  (Less than 5% owned)Anadarko Petroleum Corporation 2007-III Drilling Fund

          

          

          Oil & Natural Gas Production and Development

          

          

          

          Net Profits Interest (12.375 % annual interest, due 4/23/2032)

          

          

          $

          3,183

          

          

          $

          3,200

          

          

          $

          3,483ATP Oil & Gas Corporation

          

          

          Oil & Natural Gas Production and Development

          

          

          

          Limited Term Royalty Interest (12.35% annual interest, 13% IRR to pay-out)(19)

          

          

          

          

          

          

          

          28,443

          

          

          

          28,443
 (See accompanying notes to consolidated financial statements)
 69    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY CONSOLIDATED SCHEDULE OF INVESTMENTS December 31, 2011 (In Thousands, Except Share Amounts and Percentages)(Continued)  Portfolio Company

          

          Energy Industry Segment

          

          Investment(1)

          

          Principal

          

          Cost

          

          Fair Value(2)Non-affiliate Investments  (Less than 5% owned)  ContinuedBP Corporation North America, Inc.

          

          

          Oil & Natural Gas Production and Development

          

          

          

          Put options to sell up to 141,376 Bbls of crude oil at a strike price of $65.00 per Bbl. 15 monthly contracts beginning on July 1, 2012 and expiring on September 30, 2013(3)

          

          

          

          

          

          

          $

          417

          

          

          $

          417Black Pool Energy Partners, LLC

          

          

          Oil & Natural Gas Production and Development

          

          

          

          Senior Secured Term Loan (The greater of 18% or LIBOR + 14% default, due 10/24/2011)(18)

          

          

          $

          15,744

          

          

          

          15,744

          

          

          

          12,0003% Overriding Royalty Interest

          

          

          

          

          

          

          

          8

          

          

          

          100Warrants(10)

          

          

          

          

          

          

          

          10

          

          

          

          Castex Energy Development Fund, LLC

          

          

          Oil & Natural Gas Production and Development

          

          

          

          Senior Secured Term Loan (The greater of 11.5% or LIBOR + 10.5%, due 12/31/2014)

          

          

          

          27,500

          

          

          

          26,996

          

          

          

          27,500Castex Class B Units  5%(16)

          

          

          

          

          

          

          

          

          

          

          

          Chroma Exploration & Production, Inc.

          

          

          Oil & Natural Gas Production and Development

          

          

          

          11,595 Shares Series A Participating Convertible Preferred Stock(4)

          

          

          

          

          

          

          

          2,222

          

          

          

          10,589 Shares Series AA Participating Convertible Preferred Stock(4)

          

          

          

          

          

          

          

          2,090

          

          

          

          5008.11 Shares Common Stock

          

          

          

          

          

          

          

          

          

          

          

          Warrants(5)

          

          

          

          

          

          

          

          

          

          

          

          Crestwood Holdings, LLC

          

          

          Natural Gas Gathering and Processing

          

          

          

          Senior Secured Term Loan (The greater of 10.5% or LIBOR + 8.5%, due 10/01/2016)

          

          

          

          8,283

          

          

          

          8,132

          

          

          

          8,283Globe BG, LLC

          

          

          Coal Production

          

          

          

          Contingent earn-out related to July 2011 sale of royalty interests in Alden Resources(15)

          

          

          

          

          

          

          

          

          

          

          

          3,270GMX Resources, Inc.(3)

          

          

          Oil & Natural Gas Production and Development

          

          

          

          Senior Convertible Notes (5%, due 2/1/2013)

          

          

          

          12,661

          

          

          

          11,332

          

          

          

          8,103Nighthawk Transport I, LP

          

          

          Energy Services

          

          

          

          LP Units(12)

          

          

          

          

          

          

          

          

          

          

          

          Warrants(12)

          

          

          

          

          

          

          

          

          

          

          

          Pallas Contour Mining, LLC

          

          

          Coal Mining

          

          

          

          Senior Secured Term Loan (14%, due 10/14/2015)(20)

          

          

          

          11,661

          

          

          

          11,703

          

          

          

          11,661Powder River Acquisitions, LLC

          

          

          Oil & Natural Gas Production and Development

          

          

          

          Senior Secured Promissory Note (12% default, due 9/30/2011)(17)

          

          

          

          3,241

          

          

          

          3,241

          

          

          

          3,241Spirit Resources, LLC

          

          

          Oil & Natural Gas Production and Development

          

          

          

          Senior Secured Term Loan (The greater of 12% or LIBOR + 8%, due 4/27/2015)

          

          

          

          12,250

          

          

          

          12,018

          

          

          

          12,250Warrants(14)

          

          

          

          

          

          

          

          25

          

          

          

          25
 (See accompanying notes to consolidated financial statements)
 70    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY CONSOLIDATED SCHEDULE OF INVESTMENTS December 31, 2011 (In Thousands, Except Share Amounts and Percentages)(Continued)  Portfolio Company

          

          Energy Industry Segment

          

          Investment(1)

          

          Principal

          

          Cost

          

          Fair Value(2)Non-affiliate Investments  (Less than 5% owned)  ContinuedTammany Oil & Gas, LLC

          

          

          Oil & Natural Gas Production and Development

          

          

          

          Senior Secured Term Loan (The greater of 13% or LIBOR + 8%, due 9/30/2012)

          

          

          

          10,133

          

          

          $

          10,125

          

          

          $

          10,1333.33% Overriding Royalty Interest

          

          

          

          

          

          

          

          113

          

          

          

          1,000Warrants(7)

          

          

          

          

          

          

          

          5

          

          

          

          1,000Subtotal Non-affiliate Investments  (Less than 5% owned)

          

          $

          135,824

          

          

          $

          131,409TOTAL INVESTMENTS

          

          $

          172,602

          

          

          $

          145,057
  NOTES TO CONSOLIDATED SCHEDULE OF INVESTMENTS (1)

          All of our targeted investments are collateral for obligations under our Investment Facility. See Note 4 of Notes to Consolidated Financial Statements. All investments are in entities with primary operations in the United States of America. Percentages represent interest rates in effect at the end of the period and due dates represent the contractual maturity dates. Warrants, common stocks, units, commodity derivative instruments and earn-outs are non-income producing securities, unless otherwise stated. (2)

          Our Board of Directors determines, in good faith, the final estimates of fair value of our investments. Fair value estimates are determined using unobservable inputs (Level 3 hierarchy), unless otherwise stated. (3)

          Fair value estimate is determined using prices with observable market inputs (Level 2 hierarchy). See Note 8 of the Notes to Consolidated Financial Statements. (4)

          Non-accrual status. (5)

          Chroma Exploration & Production, Inc. warrants expire on April 5, 2012 and provide us the right to purchase 2,462 shares of common stock at a purchase price of $75.00 per share. (6)

          BioEnergy Holding, LLC owns 100% of Bionol Clearfield, LLC. In July 2011, both entities filed for protection under Chapter 7 of the U.S. Bankruptcy Code. (7)

          Tammany Oil & Gas, LLC warrants expire five years after repayment of principal and interest and provide us the right to purchase approximately 5% of membership shares at the exercise price of approximately $17.61 per share. (8)

          Myriant Corporation warrants expire on August 15, 2015 and provide us the right to purchase 32,680 shares of Myriant Corporation at a purchase price of $10.00 per share. (9)

          Resaca Exploitation, Inc., or Resaca, stock trades in U.S. dollars on the Alternative Investment Market of the London Stock Exchange. (10)

          Black Pool warrants expire seven years after repayment of principal and interest and provide us the right to purchase approximately 25% of membership interest at the exercise price of $0.01 per unit. (11)

          Assets of this portfolio company have been sold. The legal entity, in which we retain an equity interest, is in the process of dissolution. (See accompanying notes to consolidated financial statements)
 71    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY CONSOLIDATED SCHEDULE OF INVESTMENTS December 31, 2011 (Continued) (12)

          Due to insufficient recoveries in the liquidation under Nighthawk Transport I, LP's, or Nighthawk, voluntary petition under Chapter 7 of the U.S. Bankruptcy Code, we recognized a realized loss of our total remaining investment in Nighthawk notes in December 2009. We retain ownership in warrants and units in Nighthawk and have assigned no value to those securities. (13)

          Resaca warrants expire 10 business days following termination of the credit agreement and entitle us to purchase up to 2,420,000 shares of Resaca common stock at a purchase price of $1.92 per share. (14)

          Spirit Resources, LLC penny warrants expire five years after repayment of principal and interest and entitle us to acquire 33% of the Units of Membership Interest. (15)

          Contingent payment of up to $6.8 million is dependent upon Alden Resources ability to achieve certain sales volume and operating efficiency levels during the three year period ending July 2014. (16)

          Lenders were granted 10% (5% net to us) of the LP interest in Castex Energy Development Fund via Class B LP units that will become effective at the earlier of maturity or a liquidity event in which the Castex Energy Development Fund assets are sold. (17)

          We issued a written notice of default on September 30, 2011 and have filed suit against Powder River Acquisitions, LLC and an individual guarantor for failure to pay principal and interest when due. (18)

          The Term Loan to Black Pool Energy Partners, LLC matured on October 24, 2011 without repayment. We are currently negotiating with Black Pool toward a potential restructuring of the Term Loan. (19)

          Effective January 1, 2012, the applicable interest rate on the ATP Limited Term Royalty Interest increased from 12.35% to 13.2%. (20)

          In January 2012, Pallas Contour violated a financial covenant under the Senior Secured Term Loan. Beginning February 1, 2012, the applicable interest rate under the loan is 17% as long as the covenant violation persists. (21)

          In March 2012, Resaca received a default notice from the agent for the Senior Unsecured Term Loan, regarding the violation of two financial covenants. Beginning March 2, 2012, the applicable interest rate under this loan is 14% as long as the covenant violation persists. (See accompanying notes to consolidated financial statements)
 72    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2012 Note 1: Organization These Consolidated Financial Statements present the financial position, results of operations and cash flows of NGP Capital Resources Company and its consolidated subsidiaries. The terms we, us, our and NGPC refer to NGP Capital Resources Company and its consolidated subsidiaries. We are a financial services company organized in July 2004 as a Maryland corporation to invest primarily in small and mid-size private energy companies. In early 2012, we expanded our investment strategy to also include middle market companies not engaged in the energy industry. Our
investment objective is to generate both current income and capital appreciation primarily through debt investments with certain equity components. We are a closed-end, non-diversified management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940, or the 1940 Act. In addition, for federal income tax purposes we operate so as to be treated as a regulated investment company, or RIC, under the Internal Revenue Code of 1986, as amended, or the Code. We have several direct and indirect subsidiaries that are single member limited liability companies and wholly-owned limited partnerships established to hold certain portfolio investments or provide services to us in accordance with specific rules prescribed for a company operating as a RIC. We consolidate the financial results of our wholly-owned subsidiaries for financial reporting purposes, and we do not consolidate the financial results of our portfolio
companies. Our external manager, NGP Investment Advisor, LP, or our Manager, conducts our operations pursuant to an investment advisory agreement. NGP Energy Capital Management, L.L.C., or NGP, and NGP Administration, LLC, or our Administrator, together own 100% of our Manager. Note 2: Accounting Policies These consolidated financial statements include the accounts of NGPC and its subsidiaries. We eliminate all significant intercompany accounts and transactions. We prepare our financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP) and pursuant to the requirements for reporting on Form 10-K and Regulation S-X, as appropriate. Our consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of our financial position, results of operations and cash flows. We do not
consolidate portfolio company investments, including those in which we have a controlling interest. Certain prior period amounts have been reclassified to conform to current period presentation. Use of Estimates Preparing consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes to the consolidated financial statements. Although we believe our estimates and assumptions are reasonable, actual results could differ materially from these estimates. Cash and Cash Equivalents Cash and cash equivalents include short-term, liquid investments with an original maturity of three months or less in accounts such as demand deposit accounts, money market accounts, certain overnight investment sweep accounts and money market fund accounts. We record cash and cash equivalents at cost, which approximates fair value. Prepaid Assets Prepaid assets consist of premiums paid for directors and officers liability insurance and fidelity bonds with policy terms of one year, fees associated with the establishment of such policies or credit facility and registration expenses related to our pending shelf registration statement filing. We amortize such premiums and fees monthly on a straight-line basis over the term of the policy or credit facility. We defer registration expenses, if any, and charge them as a reduction of capital upon the sale of shares.
 73    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2012 Note 2: Accounting Policies   (continued) Concentration of Credit Risk We place our cash and cash equivalents with financial institutions and, at times, cash held in checking or money market accounts may exceed the Federal Deposit Insurance Corporation insured limit. The majority of our investments and accounts receivable are with companies involved in the energy industry or in energy-related businesses. Valuation of Investments The 1940 Act requires the separate identification of investments according to the percentage ownership in a portfolio companys outstanding voting securities. The percentages and categories are as follows: 

          Control investments  majority owned  we own 50% or more of a portfolio companys outstanding voting securities 

          Control investments  we own more than 25% but less than 50% of a portfolio companys outstanding voting securities 

          Affiliate investments  we own 5% or more but not more than 25% of a portfolio companys outstanding voting securities 

          Non-affiliate investments  we own less than 5% of a portfolio companys outstanding voting securities We account for all of the assets in our portfolio at fair value, following the provisions of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification Fair Value Measurements and Disclosures, or ASC 820. ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and establishes disclosure requirements for fair value measurements. On a quarterly basis, the investment team of our Manager prepares fair value estimates for all of the investments in our portfolio utilizing the income approach and market approach in accordance with ASC 820 and presents them to our Valuation Committee of our Board of Directors. The Valuation Committee recommends its fair value estimates to the Board of Directors, which in good faith determines the final estimates of fair value for each investment. We record investments in securities for which market quotations are readily available at such market quotations as of the valuation date. For investments in securities for which
market quotations are unavailable, or which have various degrees of trading restrictions, the investment team of our Manager prepares valuation analyses and fair value estimates, as generally described below. Using the most recently available financial statements, forecasts and, when applicable, comparable transaction data, the investment team of our Manager prepares valuation analyses and fair value estimates for the various securities in our investment portfolio. These valuation analyses rely on estimates of the asset values and enterprise values of portfolio companies issuing securities. The methodologies for determining asset valuations include estimates based on: the liquidation or sale value of a portfolio companys assets, the discounted value of expected future net cash flows from the assets and third party valuations of a portfolio companys assets, such as asset appraisal reports, futures prices and engineering reserve reports of oil and natural gas properties. The investment team of our Manager considers some or all of the above valuation methods to determine the estimated asset value of a portfolio company. The methodologies for determining enterprise valuations include estimates based on: valuations of comparable public companies, recent sales of comparable companies, the value of recent investments in the equity securities of a portfolio company and on the methodologies used for asset valuations. The investment
 74    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2012 Note 2: Accounting Policies   (continued) team of our Manager considers some or all of the above valuation methods to determine the estimated enterprise value of a portfolio company. The methodologies for determining estimated current market values of comparable securities include estimates based on: recent initial offerings of comparable securities of public and private companies; recent secondary market sales of comparable securities of public and private companies; current market implied interest rates for comparable securities in general; and current market implied interest rates for non-comparable securities in general, with adjustments for such elements as size of issue, tenor, and liquidity. The investment team of our Manager considers some or all of the above valuation methods to determine the
estimated current market value of a comparable security. Debt Securities and Limited-Term Royalties:  In estimating the fair value of our debt investments, we first assess the overall financial health of the portfolio company through an evaluation of a number of factors, including, as relevant, historical and projected financial results, the portfolio company's enterprise value, and the nature and realizable value of any collateral. In estimating the portfolio companys enterprise value, we analyze the discounted value of estimated future net cash flows of the portfolio company, derived, when appropriate, from third party valuations of a portfolio
companys assets, such as engineering reserve reports of oil and natural gas properties. We also use a market approach in estimating the portfolio companys estimated enterprise value, considering recent comparable transactions involving similar businesses or assets. We also may consider the markets in which the portfolio company operates; comparison to a peer group of publicly traded securities; the size and scope of the portfolio company and its specific strengths and weaknesses; recent purchases or sales of securities by the portfolio company; recent offers to purchase the portfolio company; the estimated value of comparable securities; and other relevant factors. Based upon these analyses, we assess the sources of cash flow available to the portfolio company to service its debt and the underlying credit risk, and determine an appropriate yield, or discount rate, to apply to our anticipated cash flows to be collected from each debt investment, recognizing that the
collection of contractual cash flows may come from one or a combination of cash flows generated from continuing operations of the portfolio company, liquidation of collateral or sale of the portfolio company. The appropriateness of the yield on our investments is directly relative to our judgment of the associated risks, using observable yield or price data for similar or comparable debt investments when available. Fair value measurements using the discounted cash flow method can be sensitive to significant changes in the inputs. A significant increase (decrease) in the discount rate for a particular security may result in a lower (higher) value for that security. We invest primarily in illiquid debt investments in small private energy companies, many of which are in the early stages of development, or are start-up companies in need of growth development capital. There is limited activity, transparency and variable data in the markets in which we invest. We have observed that there is limited correlation in yield and price data in our principle market when compared to overall market trends based upon debt investments we have made throughout our history. In circumstances where there is limited observable price or yield data of similar or comparable securities, we base our considerations
on our assessments of the credit trends and underlying performance of our portfolio companies and of the markets in which we invest, relying on the collective judgment of the investment team of our Manager, our Valuation Committee members and our Board of Directors, which is based on their extensive experience and expertise investing in public and non-public securities in energy markets. Equity Securities:  We record our investments in preferred and common equity securities (including warrants or options to acquire equity securities) at fair value based on our pro rata share of the residual equity value available after deducting all outstanding debt and other obligations, as applicable, from the estimated enterprise value of the portfolio company. To estimate the enterprise value of the portfolio company, we analyze the discounted cash flows of the portfolio company and indicative pricing (on a proved reserve and/or units-of-production basis, as appropriate) in recent comparable market
transactions as mentioned above, adjusted for lack of marketability due to the illiquid nature or other restrictions on the sale of the security. In
 75    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2012 Note 2: Accounting Policies   (continued) most cases, we may compute an average of the calculated values of our share of the residual equity value (using multiple approaches or various assumptions) in determining the fair value of the equity security to be reported in our financial statements. Estimating a companys enterprise value involves judgment, and residual equity values can be relatively volatile based on changes in market conditions, the companys financial performance and outlook, and other factors. Fair value measurements using market comparables can be sensitive to significant changes in the inputs. A significant increase (decrease) in the reserve
multiple, or a significant decrease (increase) in the discount for lack of marketability, for a particular equity security may result in a higher (lower) fair value for that security. In some cases, where we deem recent or pending financing or recapitalization transactions involving the portfolio company to be more indicative of enterprise value, we use such recent transactions to value the enterprise, in lieu of the discounted cash flow or market comparables. In addition, in cases where we deem appropriate, we utilize an option pricing method, or OPM, to value the various preferred stock, common stock and warrants we have in companies with complex capital structures. The OPM treats preferred stock, common stock and warrants as call options on the enterprise value, with exercise prices based on liquidation
preference of the security. The OPM commonly uses the Black-Scholes model to price the call option and considers the various terms of the stockholder agreements upon liquidation of the enterprise. In addition, the OPM implicitly considers the effect of the liquidation preference as of a future liquidation date, not as of the valuation date. Net Profits Interests and Royalty Interests:  We record our investments in overriding royalty and net profits interests at fair value based on a multiple of cash flows generated by such investments, multiples from transactions involving the sale of comparable assets and/or the discounted value of expected future net cash flows from such investments, adjusted for lack of marketability due to the illiquid nature or other restrictions on the sale of our investment. We derive appropriate cash flow multiples from the review of comparable transactions involving similar assets. We derive the discounted value of
future net cash flows, when appropriate, from third party valuations of a portfolio companys assets, such as engineering reserve reports of oil and natural gas properties. A significant increase (decrease) in the cash flow multiple, or a significant decrease (increase) in the discount for lack of marketability, for a particular investment may result in a higher (lower) fair value for that investment. Contingent Earn-Out:  Our contingent earn-out investment resulted from the sale of our investment in Alden Resources, LLC to Globe BG, LLC (Globe) in July 2011. The amount of the payment, up to $6.8 million, is based on a formula involving the number of clean tons produced multiplied by the difference between the companys cost of production in 2010 and the cost of production during the optimal consecutive 12-month period during the 3-year period ending July 2014. We based our valuation of the earn-out on a weighted average of the discounted value of the earn-out payment computed under twenty
scenarios with various production and production cost assumptions. A significant increase (decrease) in production, a significant decrease (increase) in cost of production, or a significant decrease (increase) in the discount rate may result in a higher (lower) value of the earn-out. During 2012, we received historical data from Globe that revised our outlook for production and costs during the earn-out period, thus reducing the estimated fair value from $3.3 million at December 31, 2011 to $0.2 million at December 31, 2012. Commodity Derivative Instruments:  We record all derivative instruments at fair value. Quoted market prices are the best evidence of estimated fair value. We estimate the fair value of the crude oil and natural gas options using a market-based valuation methodology based upon forward commodity price and volatility curves. Independent pricing services provide the curves, which reflect broker market quotes. We consider these investments as Level 2 on the valuation hierarchy, as the values represent quoted prices for similar instruments in active markets.
 76    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2012 Note 2: Accounting Policies   (continued) We hold certain investments in debt or equity securities that are publicly traded, but for which there are relatively few transactions or for which trading activity is relatively infrequent. We value these investments at broker quotes as of the balance sheet date or at prices for which such securities were most recently traded. We consider these investments as Level 2 on the valuation hierarchy, as the values represent quoted prices for identical instruments in thinly-traded markets. Due to the inherent uncertainty in the valuation process, the fair value estimates for our investments may differ materially from the values that would have been used had a ready market for the securities existed. Additionally, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the gains or losses ultimately realized on our investments to be materially different than the valuations currently assigned. Securities Transactions, Interest and Dividend Income Recognition We account for all securities transactions on a trade-date basis and we accrete premiums and discounts into interest income using the effective interest method. In conjunction with the acquisition of debt securities, we may receive detachable warrants, other equity securities or property interests such as overriding royalty interests. We record these interests separately from the debt securities at their initial estimated fair value, with a corresponding amount recorded as a discount to the associated debt security. We recognize income from overriding royalty interests as received and we amortize the recorded assets using the
units of production method. We defer the portion of the loan origination fees paid that represent additional yield or discount on a loan and accrete the balance into interest income over the life of the loan using the effective interest method. Upon the prepayment of a loan or debt security, we record any unamortized loan origination fees as interest income and we record any unamortized premium or discount as a realized gain or loss on the investment. We accrete market premiums or discounts on acquired loans or fixed income investments into interest income using the effective interest method. We recognize dividend income on the ex-dividend date. We accrue interest income if we expect that we will ultimately be able to collect it. When collectability of interest or dividends is doubtful, we place the investment on non-accrual status and evaluate any existing interest or dividend receivable balances to determine if a write off is necessary. We assess the collectability of the interest
and dividends on many factors, including the portfolio companys ability to service its loan based on current and projected cash flows as well as the current valuation of the portfolio companys assets. Payment-in-Kind Interest and Dividends We may have investments in our portfolio that contain payment-in-kind, or PIK, provisions. We compute PIK interest income or PIK dividend income at the contractual rate specified in each investment agreement and add that amount to the principal balance of the investment. For those investments with PIK interest or PIK dividends, we calculate our income accruals on the principal balance plus any PIK amounts. If the portfolio companys projected cash flows, further supported by total enterprise value, are not sufficient to cover the contractual principal and interest or dividend amounts, as applicable, we do not accrue
interest income or dividend income on the investment. To maintain our RIC status, we must pay out this non-cash source of income to stockholders in the form of dividends, even though we have not yet collected the cash. We recorded net PIK interest income of $2.6 million, $7.2 million and $4.5 million in 2012, 2011 and 2010, respectively. We did not record any PIK dividend income in 2012, 2011 or 2010. Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation We calculate realized capital gains on a security as the excess of the net amount realized from the sale or other disposition of such security over the amortized cost for the security. We calculate realized capital losses on a security as the amount by which the net amount realized from the sale or other disposition of such security is less than the amortized cost of such security. We consider unamortized fees, prepayment premiums, and investments charged off during the year, net of recoveries, and we do not include previously recognized unrealized appreciation or depreciation.
 77    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2012 Note 2: Accounting Policies   (continued) We calculate unrealized appreciation or depreciation on a security as the amount by which the fair value of such security exceeds or is less than the amortized cost of such security, as applicable. Net unrealized appreciation or depreciation for the period reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when we realize the settled capital gains or losses. We do not account for our commodity derivative instruments, if any, as hedging instruments for financial accounting purposes. Net unrealized appreciation or depreciation reflects the change in estimated derivative fair values during the reporting period including the reversal of previously recorded unrealized appreciation or depreciation when we realize the settled gains or losses. Fee Income Recognition Fees primarily include financial advisory, transaction structuring, loan administration, commitment and prepayment fees. Financial advisory fees represent amounts received for providing advice and analysis to companies and we recognize these fees as earned when we perform such services, provided collection is probable. Transaction structuring fees represent amounts received for structuring, financing and executing transactions and are generally payable only if the transaction closes. We defer such fees and accrete them into interest income over the life of the loan using the effective interest method. Commitment fees represent
amounts received for committed funding and are generally payable whether the transaction closes or not. We defer commitment fees on transactions that close within the commitment period and accrete these fees into interest income over the life of the loan using the effective interest method. We record commitment fees on transactions that do not close in the month the commitment period expires. We recognize prepayment and loan administration fees when we receive them. During the years ended December 31, 2012, 2011 and 2010 we recorded the following amounts of fee income (in thousands):  2012

          

          2011

          

          2010Financial advisory fees

          

          $

          

          

          

          $

          

          

          

          $

          600Commitment fees forfeited

          

          

          326

          

          

          

          

          

          

          

          850Prepayment and loan administration fees

          

          

          265

          

          

          

          160

          

          

          

          165Commitment fees and discounts accreted into income

          

          

          1,391

          

          

          

          1,399

          

          

          

          1,161Total fee income

          

          $

          1,982

          

          

          $

          1,559

          

          

          $

          2,776
 Dividends We record dividends to stockholders on the ex-dividend date. We currently intend that our distributions each year will be sufficient to maintain our status as a RIC for federal income tax purposes and to eliminate excise tax liability. We currently intend to make distributions to stockholders on a quarterly basis that total substantially all net taxable income for the year. We also intend to make distributions of net realized capital gains, if any, at least annually. However, we may in the future decide to retain such capital gains for investment and designate such retained amounts as a deemed distribution. Each quarter, our
Manager estimates our annual taxable earnings. The Board of Directors considers this estimate and determines the distribution amount, if any. We generally declare our dividends each quarter and pay them shortly thereafter.
 78    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2012 Note 2: Accounting Policies   (continued) The following table summarizes our recent distribution history:  Declaration Date

          

          Per Share Amount

          

          Record Date

          

          Payment DateMarch 9, 2011

          

          $

          0.18

          

          

          

          March 31, 2011

          

          

          

          April 8, 2011June 14, 2011

          

          

          0.18

          

          

          

          June 30, 2011

          

          

          

          July 8, 2011September 13, 2011

          

          

          0.18

          

          

          

          September 30, 2011

          

          

          

          October 10, 2011December 13, 2011

          

          

          0.18

          

          

          

          December 31, 2011

          

          

          

          January 6, 2012March 19, 2012

          

          

          0.12

          

          

          

          April 2, 2012

          

          

          

          April 9, 2012June 12, 2012

          

          

          0.13

          

          

          

          June 29, 2012

          

          

          

          July 9, 2012September 11, 2012

          

          

          0.16

          

          

          

          September 28, 2012

          

          

          

          October 8, 2012December 11, 2012

          

          

          0.16

          

          

          

          December 28, 2012

          

          

          

          January 7, 2013
 We have established an opt out dividend reinvestment plan for our common stockholders. As a result, if we declare a dividend, our plan agent automatically reinvests a stockholders cash dividend in additional shares of our common stock unless the stockholder, or his or her broker, specifically opts out of the dividend reinvestment plan and elects to receive cash dividends. It is customary practice for many brokers to opt out of dividend reinvestment plans on behalf of their clients unless specifically instructed otherwise. As of January 7, 2013, the date of the most recent dividend
payment, holders of 1,464,827 shares, or approximately 6.9% of the 21,020,077 outstanding common shares, participated in our dividend reinvestment plan. The plan agent of our dividend reinvestment plan purchases shares in the open market for credit to the accounts of plan participants unless the average of the closing sales prices for the shares for the five days immediately preceding the payment date exceeds 110% of the most recently reported net asset value per share. The table below summarizes recent participation in our dividend reinvestment plan (in thousands, except percentages and price per share):  Common Stock DividendsDividend

          

          Participating Shares

          

          Percentage of Outstanding Shares

          

          Total Distribution

          

          Cash Dividends

          

          Purchased in Open Market (1)

          

          Price per ShareMarch 2011

          

          

          2,237

          

          

          

          10.3

          %

          

          $

          3,893

          

          

          $

          3,490

          

          

          $

          403

          

          

          $

          9.54June 2011

          

          

          2,232

          

          

          

          10.3

          %

          

          

          3,893

          

          

          

          3,491

          

          

          

          402

          

          

          

          8.99September 2011

          

          

          2,199

          

          

          

          10.2

          %

          

          

          3,893

          

          

          

          3,497

          

          

          

          396

          

          

          

          6.28December 2011

          

          

          2,230

          

          

          

          10.3

          %

          

          

          3,893

          

          

          

          3,492

          

          

          

          401

          

          

          

          7.73March 2012

          

          

          1,666

          

          

          

          7.7

          %

          

          

          2,595

          

          

          

          2,395

          

          

          

          200

          

          

          

          6.40June 2012

          

          

          1,441

          

          

          

          6.7

          %

          

          

          2,779

          

          

          

          2,592

          

          

          

          187

          

          

          

          7.50September 2012

          

          

          1,488

          

          

          

          7.0

          %

          

          

          3,421

          

          

          

          3,183

          

          

          

          238

          

          

          

          7.97December 2012

          

          

          1,465

          

          

          

          6.9

          %

          

          

          3,363

          

          

          

          3,129

          

          

          

          234

          

          

          

          7.52
  (1)

          Our transfer agent purchases or issues shares in the following month. Income Taxes We currently qualify as a RIC for federal income tax purposes, which generally allows us to avoid paying corporate income taxes on income or capital gains that we distribute to our stockholders. We have distributed and intend to distribute sufficient dividends to eliminate taxable income. We may also be subject to federal excise tax if we do not distribute at least 98% of our investment company taxable income in any calendar year and 98.2% of our capital gains, computed for any one year period ended October 31. Dividends to stockholders are recorded on the ex-dividend date. We currently intend to make sufficient distributions
each year to maintain our status as a RIC for federal income tax purposes and to avoid excise taxes.
 79    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2012 Note 2: Accounting Policies   (continued) Certain of our wholly owned subsidiaries, or Taxable Subsidiaries, have elected to be taxed as corporations for federal income tax purposes. The Taxable Subsidiaries hold certain of our portfolio investments, and are consolidated for financial reporting purposes but not for income tax reporting purposes. These Taxable Subsidiaries permit us to hold equity investments in portfolio companies that are organized as LLCs or other forms of pass-through entities and still satisfy the RIC tax requirement that at least 90% of our gross revenue for income tax purposes must consist of investment income. The IRS taxes the income of the
LLCs or other pass-through entities owned by our Taxable Subsidiaries and this tax is to the subsidiary only and does not flow through to the RIC. The Taxable Subsidiaries may generate net income tax expense or benefit, which is reflected on our Consolidated Statements of Operations among the income categories to which they relate (namely, net investment income, realized gains (losses) on investments and unrealized gains (losses) on investments. We record any tax interest and penalties in other general and administrative expenses on our Consolidated Statement of Operations. Tax interest and penalties were immaterial for all periods presented. Recent Accounting Pronouncements In May 2011, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS, or ASU 2011-04. This guidance requires additional disclosure regarding fair value measurement and sensitivity, and improves consistency between U.S. GAAP and international financial reporting standards, or IFRS. This guidance became effective for interim and annual periods beginning after December 15, 2011. Accordingly, we adopted this guidance on January 1, 2012. The adoption of ASU 2011-04 did
not have a significant impact on our process for measuring fair values or on our consolidated financial statements, other than the inclusion of additional required disclosures. Note 3: Credit Facilities and Borrowings On December 6, 2011, we entered into a $72.0 million Amended and Restated Revolving Credit Agreement, or the Investment Facility. The total amount outstanding under the Investment Facility was $59.5 million and $50.0 million as of December 31, 2012 and 2011, respectively. Substantially all of our assets except our investments in U.S. Treasury Bills are collateral for the obligations under the Investment Facility. The Investment Facility matures on August 31, 2014, and bears interest, at our option, at either (i) LIBOR plus 325 to 475 basis points, or (ii) the base rate plus 225 to 375 basis points, both based on our amounts
outstanding. As of December 31, 2012, the weighted average interest rate on our outstanding balance of $59.5 million was 5.16%. We repaid the entire $59.5 million balance in January 2013. As of December 31, 2012, we had a letter of credit outstanding of $0.1 million, and there was $12.4 million available for borrowing under the Investment Facility. On March 31, 2011, we entered into a $30.0 million Treasury Secured Revolving Credit Agreement, or the Treasury Facility, which can only be used to purchase U.S. Treasury Bills. Proceeds from the Treasury Facility facilitate the growth of our investment portfolio and provide flexibility in the sizing of our portfolio investments. On September 25, 2012, we entered into a second amendment to the Treasury Facility which increased the aggregate commitment amount from $30.0 million to $45.0 million. As amended, the Treasury Facility matures on September 25, 2013 and bears interest, at our option, at either (i) LIBOR plus 100 basis
points or (ii) the base rate. We have the right at any time to prepay the loans, in whole or in part, without premium or penalty. As of December 31, 2012, we had $45.0 million outstanding and no additional amount available for borrowing under the Treasury Facility, and the interest rate on our outstanding balance was 1.26% (LIBOR plus 100 basis points).
 80    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2012 Note 3: Credit Facilities and Borrowings   (continued) The Investment and Treasury Facilities contain affirmative and reporting covenants and certain financial ratio and restrictive covenants that apply to our subsidiaries and us. We complied with these covenants throughout 2012 and had no events of default under either facility. The most restrictive covenants are: 

          maintaining a ratio of net asset value to consolidated total indebtedness (excluding net hedging liabilities) of not less than 2.25:1.0, 

          maintaining a ratio of net asset value to consolidated total indebtedness (including net hedging liabilities) of not less than 2.0:1.0, 

          maintaining a ratio of EBITDA (excluding revenue from cash collateral) to interest expense (excluding interest on loans under the Treasury Facility) of not less than 3.0:1.0, and 

          maintaining a ratio of collateral to the aggregate principal amount of loans under the Treasury Facility of not less than 1.02:1.0. Our average amount of debt outstanding during 2012 was $30.0 million and the average interest rate was 2.7%. During 2012 we recorded $0.8 million of interest expense on our amounts outstanding, $0.3 million in commitment fees and $0.9 million in amortization of deferred loan costs for total interest expenses and fees of $2.0 million. Note 4: Common Stock On October 31, 2011, our Board of Directors approved a stock repurchase plan, pursuant to which we may, from time to time, repurchase up to $10.0 million of our common stock in the open market at prices not to exceed the net asset value of our shares during our open trading periods. During May and November 2012, we repurchased an aggregate of 608,125 shares of our common stock in the open market at an average price of $6.89 per share, totaling $4.2 million, in accordance with the approved stock repurchase plan. These repurchases were made at an approximate discount to net asset value of 30% and 26% in May and November,
respectively. Under the terms of the stock repurchase plan, we have remaining authorization to repurchase up to an additional $5.8 million of common stock. Any future share repurchases will be made in accordance with applicable securities laws and regulations that set certain restrictions on the method, timing, price and volume of stock repurchases. We have a dividend reinvestment plan for our common stockholders. As a result, if we declare a dividend, our plan agent automatically reinvests a stockholders cash dividend in additional shares of our common stock unless the stockholder, or his or her broker, specifically opts out of the dividend reinvestment plan and elects to receive cash dividends. It is customary practice for many brokers to opt out of dividend reinvestment plans on behalf of their clients unless specifically instructed otherwise. The purpose of the plan is to provide stockholders of record of our common stock with a method of
investing cash dividends and distributions in additional shares at the current market price without charges for record-keeping, custodial and reporting services. Any stockholder of record may elect to partially participate in the plan, or begin or resume participation at any time, by providing the plan agent with written notice. See Dividends in Note 2. Note 5: Investment Management Investment Advisory Agreement We have an Investment Advisory Agreement with our Manager under which our Manager administers our day-to-day operations and provides investment advisory services to us. Our Manager is subject to the overall supervision of our Board of Directors. For providing these services, we pay our Manager a fee, consisting of two components  a base management fee and an incentive fee.
 81    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2012 Note 5: Investment Management   (continued) Base Management Fee:  According to the Investment Advisory Agreement, we calculate the base management fee as 0.45% of the average of our total assets as of the end of the two previous quarters. We record and pay this base management fee quarterly in arrears. Incentive Fee:  The incentive fee under the Investment Advisory Agreement consists of two parts. We calculate the first part of the incentive fee, the Investment Income Incentive Fee, as 20% of the excess, if any, of our net investment income for the quarter that exceeds a quarterly hurdle rate equal to 2% (8% annualized) of our net assets. We calculate and pay this Investment Income Incentive Fee quarterly in arrears. For the purpose of this fee calculation, net investment income means interest income, dividend income, royalty income and any other income (including any other fees, such as commitment, origination, syndication, structuring, diligence, managerial assistance, monitoring and consulting fees or other fees that
we receive from portfolio companies) accrued during the fiscal quarter, minus our operating expenses for the quarter (including the base management fee, expenses payable under the Administration Agreement, and interest expense, but excluding the incentive fee). Accordingly, we may pay an incentive fee based partly on accrued interest, the collection of which is uncertain or deferred. Net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that we have not yet received in cash. Net investment income does not include any realized capital gains, realized capital losses, or unrealized capital appreciation or depreciation. For the years ended December 31, 2012, 2011 and 2010, we incurred Investment Income Incentive Fees totaling $0, $0.3 million and $0, respectively. We calculate the second part of the incentive fee, the Capital Gains Fee, as (1) 20% of (a) our net realized capital gains (realized capital gains less realized capital losses) on a cumulative basis from the closing date of our initial public offering to the end of such fiscal year, less (b) any unrealized capital depreciation at the end of such fiscal year, less (2) the aggregate amount of all Capital Gains Fees paid to our Manager in prior fiscal years. We determine and pay the Capital Gains Fee in arrears as of the end of each fiscal year (or upon termination of the Investment Advisory Agreement, as of the termination
date). For accounting purposes only, in order to reflect the theoretical Capital Gains Fee that would be payable for a given period as if all unrealized capital gains were realized, we accrue a Capital Gains Fee as described above (in accordance with the terms of the Investment Advisory Agreement), plus 20% of unrealized capital gains on investments held at the end of such period. It should be noted that the portion of the accruals for the Capital Gains Fees attributable to unrealized capital gains will not necessarily be payable under the Investment Advisory Agreement, and may never be paid based on the computation of Capital Gains Fees in subsequent periods. As of December 31, 2012, we had cumulative net capital losses of $73.6 million and unrealized capital depreciation of $1.0 million. We have not incurred or paid any Capital Gains Fees for the years ended December 31, 2012, 2011 and 2010. Our Board of Directors originally approved the Investment Advisory Agreement on November 9, 2004. The Board of Directors or the affirmative vote of the holders of a majority of our outstanding voting securities must approve the continuation of the Investment Advisory Agreement at least annually. Additionally, in either case, the approval must be by a majority of our independent directors. On October 30, 2012, our Board of Directors, including all of the independent directors, approved an extension of the Investment Advisory Agreement through November 9, 2013. The Investment Advisory Agreement may be terminated at any time, without the payment of any penalty, by a vote of our Board of Directors or the holders of a majority of our shares on 60 days written notice to our Manager, and would automatically terminate in the event of its assignment (as defined in the 1940 Act). Either party may terminate the Investment Advisory Agreement without penalty upon not more than 60 days written notice to the other.
 82    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2012 Note 5: Investment Management   (continued) The Investment Advisory Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its duties and obligations, our Manager, its partners and our Managers and its partners respective officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) arising from the rendering of our Managers
services or obligations under the Investment Advisory Agreement or otherwise as our Manager. Pursuant to the Investment Advisory Agreement, our Manager pays the compensation and routine overhead expenses of the investment professionals of our management team and their respective staffs, when and to the extent engaged in providing management and investment advisory services to us. We bear all other costs and expenses of our operations and transactions. Our Manager, NGP Investment Advisor, LP, was formed in 2004 and maintains an office at 909 Fannin Street, Suite 3800, Houston, Texas 77010. Our Managers sole activity is to perform management and investment advisory services for us. Our Manager is a registered investment adviser under the Investment Advisers Act of 1940. Administration Agreement We have an Administration Agreement with our Administrator, under which our Administrator furnishes us with office facilities, equipment and clerical, bookkeeping and record keeping services at such facilities. Under the Administration Agreement, our Administrator also performs, or oversees the performance by third parties of, our required administrative services which include responsibility for the financial records that we are required to maintain and preparation of reports to our stockholders and reports filed with the SEC. In addition, our Administrator assists in determining and publishing our net asset value, oversees
the preparation and filing of our tax returns, the printing and dissemination of reports to our stockholders, and generally oversees the payment of our expenses and the performance of administrative and professional services rendered to us by others. To the extent permitted under the 1940 Act, our Administrator may also provide, on our behalf, significant managerial assistance to our portfolio companies. We base payments under the Administration Agreement upon the allocable portion of our Administrators costs and expenses incurred in connection with administering our business. The Administration Agreement may be terminated at any time, without penalty, by a vote of our Board of Directors or by our Administrator upon 60 days written notice to the other party, and will automatically terminate in the event of its assignment (as defined in the 1940 Act). We owed $299,000 and $210,000 to our Administrator as of December 31, 2012 and 2011, respectively, for expenses incurred on our behalf for the month of December of the respective year. We include these amounts in accounts payable and accrued expenses. Our Board of Directors originally approved the Administration Agreement on November 9, 2004. Our Board of Directors and a majority of our independent directors must approve the continuation of the Administration Agreement at least annually. On October 30, 2012, our Board of Directors, including all of the independent directors, approved an extension of the Administration
Agreement through November 9, 2013. Note 6: Federal Income Taxes We currently qualify for tax purposes as a RIC under Subchapter M of Chapter 1 of the Code, as amended. As a RIC, the IRS generally will not tax the portion of our investment company taxable income and net capital gain (i.e., realized net long term capital gains in excess of realized net short-term capital losses) distributed to stockholders. To qualify as a RIC, we are required, among other things, to distribute to our stockholders at least 90% of investment company taxable income, as defined by the Code, and to meet certain asset diversification requirements. We distributed substantially all of our investment company taxable
income for these years. Thus, we did not incur any federal income tax liability for any of these periods.
 83    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2012 Note 6: Federal Income Taxes   (continued) Certain of our wholly owned subsidiaries, or Taxable Subsidiaries, have elected to be taxed as corporations for federal income tax purposes. The Taxable Subsidiaries hold certain of our portfolio investments, and are consolidated for financial reporting purposes but not for income tax reporting purposes. These Taxable Subsidiaries permit us to hold equity investments in portfolio companies that are organized as limited liability companies, or LLCs, or other forms of pass-through entities and still satisfy the RIC tax requirement that at least 90% of our gross revenue for income tax purposes must consist of investment income.
The IRS taxes the income of the LLCs or other pass-through entities owned by our Taxable Subsidiaries, and this tax is imposed on the subsidiary only and does not flow through to the RIC. The Taxable Subsidiaries may generate net income tax expense or benefit, which is reflected on our Consolidated Statements of Operations among the income categories to which they relate (namely, net investment income, realized gains (losses) on investments and unrealized gains (losses) on investments. Tax years 2009 through 2012 with respect to the Company and our Taxable Subsidiaries are open to future IRS examination. Our Taxable Subsidiaries have federal net operating loss carryforwards of $27.4 million that expire in various years through 2032. Deferred income tax expense (benefit) results from temporary differences in the recognition of income and expenses for financial reporting purposes and for income tax purposes. The significant components of the income tax effects of these temporary differences, representing deferred income tax assets and liabilities are as follows (in thousands):  December 31,2012

          

          2011Deferred tax assetsNet operating loss carryforwards

          

          $

          9,769

          

          

          $

          17,094Unrealized losses, net

          

          

          

          

          

          

          473AMT credit carryforward

          

          

          578

          

          

          

          117Total gross deferred tax assets

          

          

          10,347

          

          

          

          17,684Less valuation allowance

          

          

          (8,843

          )

          

          

          (9,417

          )Net deferred tax assets

          

          

          1,504

          

          

          

          8,267Deferred tax liabilitiesInvestment in partnerships-Federal

          

          

          (661

          )

          

          

          (8,277

          )Unrealized gains, net

          

          

          (844

          )

          

          

          Total gross deferred tax liabilities

          

          

          (1,505

          )

          

          

          (8,277

          )Net deferred tax assets (liablilities)

          

          $

          (1

          )

          

          $

          (10

          )
 84    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2012 Note 6: Federal Income Taxes   (continued) Federal and state income tax provisions (benefits) on net investment income, capital gains (losses) and unrealized appreciation (depreciation) on investments are as follows (in thousands):  Year Ended December 31,2012

          

          2011

          

          2010Current:U.S. federal  unrealized

          

          $

          

          

          

          $

          (14

          )

          

          $

          (1,127

          )U.S. federal  capital (AMT)

          

          

          461

          

          

          

          

          

          

          

          State  net investment income

          

          

          46

          

          

          

          60

          

          

          

          54$

          507

          

          

          $

          46

          

          

          $

          (1,073

          )U.S. federal  unrealized

          

          $

          (9

          )

          

          $

          (8

          )

          

          $

          (5

          )$

          (9

          )

          

          $

          (8

          )

          

          $

          (5

          )Total:U.S. federal  unrealized

          

          $

          (9

          )

          

          $

          (22

          )

          

          $

          (1,132

          )U.S. federal  capital (AMT)

          

          

          461

          

          

          

          

          

          

          

          State  net investment income

          

          

          46

          

          

          

          60

          

          

          

          54$

          498

          

          

          $

          38

          

          

          $

          (1,078

          )
 Actual income tax expense differs from income tax expense computed by applying the U.S. federal statutory corporate rate of 34% to net investment income before provision for income taxes. These differences and the differences between the statutory Federal tax rate and the effective income tax rate were as follows (in thousands, except percentages):  Year Ended December 31,2012

          

          2011

          

          2010Net income (loss) before taxes

          

          $

          17,849

          

          

          

          

          

          

          $

          (19,850

          )

          

          

          

          

          

          $

          9,395Provision (benefit) at the statutory rate

          

          

          6,069

          

          

          

          34

          %

          

          

          (6,749

          )

          

          

          34

          %

          

          

          3,195

          

          

          

          34

          %Increase (decrease) in provision resulting from:RIC loss (income) not subject to income taxes

          

          

          (5,237

          )

          

          

          (29

          )%

          

          

          3,305

          

          

          

          (17

          )%

          

          

          (7,213

          )

          

          

          (77

          )%State income taxes, net of federal benefit

          

          

          46

          

          

          

          0

          %

          

          

          60

          

          

          

          (0

          )%

          

          

          54

          

          

          

          1

          %Valuation allowance

          

          

          (380

          )

          

          

          (2

          )%

          

          

          3,343

          

          

          

          (17

          )%

          

          

          2,886

          

          

          

          31

          %Other

          

          

          

          

          

          

          0

          %

          

          

          79

          

          

          

          (0

          )%

          

          

          

          

          

          

          0

          %Total income tax provision (benefit), net

          

          $

          498

          

          

          

          3

          %

          

          $

          38

          

          

          

          (0

          )%

          

          $

          (1,078

          )

          

          

          (11

          )%Effective tax rate

          

          

          3

          %

          

          

          

          

          

          

          (0

          )%

          

          

          

          

          

          

          (11

          )%
 Note 7: Commitments and Contingencies As of December 31, 2012, we had investments in or commitments to fund investments to 14 portfolio companies totaling $222.8 million. Of this total, $219.9 million was outstanding and $2.9 million remained committed and available to fund. Generally, these commitments have fixed expiration dates, and we may not fund the entire $2.9 million of commitments before they expire. We do not report the unused portions of these commitments on our Consolidated Balance Sheets. In February 2010, we arranged for a letter of credit issued under the Investment Facility with respect to our investment in one of our portfolio companies. As of December 31, 2012, the letter of credit balance was $0.1 million. We have continuing obligations under the Investment Advisory Agreement with our Manager and the Administration Agreement with our Administrator. See Note 5. The agreements provide that, absent willful
 85    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2012 Note 7: Commitments and Contingencies   (continued) misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its duties and obligations, our Manager, our Administrator and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with them will be entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) arising from the rendering of our Managers or Administrators services under the agreements or otherwise as our investment adviser or administrator. The
agreements also provide that our Manager, our Administrator and their affiliates will not be liable to us or any stockholder for any error of judgment, mistake of law, any loss or damage with respect to any of our investments, or any action taken or omitted to be taken by our Manager or our Administrator in connection with the performance of any of their duties or obligations under the agreements or otherwise as investment adviser or administrator to us, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. In the normal course of business, we enter into a variety of undertakings containing a variety of representations that may expose us to some risk of loss. We do not expect significant losses, if any, from such undertakings. ATP Litigation.  On August 17, 2012, ATP Oil & Gas Corporation, or ATP, filed a petition for relief under Chapter 11 of the U.S. Bankruptcy Code, and received authorization to incur debtor-in-possession financing of approximately $600 million. We own limited term overriding royalty interests, or ORRIs, in certain offshore oil and gas producing properties operated by ATP. On August 23, 2012, the bankruptcy judge presiding over ATPs case signed an order (Docket No. 191) allowing ATP to pay amounts received after August 17, 2012 to those parties entitled to receive them, including the ORRI holders,
provided that the owners of the ORRIs execute the Disgorgement Agreement providing for the repayment to ATP of any amounts that the bankruptcy court later finds to have been inappropriately paid. We executed the Disgorgement Agreement and began receiving monthly distributions in September 2012 from ATP of our share of production proceeds received by ATP after August 17, 2012. As of December 31, 2012, our unrecovered investment was $37.0 million, and we had received $8.9 million subject to the Disgorgement Agreement, of which $2.9 million was recorded as investment income in our Consolidated Statement of Operations. As of February 28, 2013, our unrecovered investment was $33.6 million, and we had received $13.1 million subject to the Disgorgement Agreement. On October 17, 2012, we filed a lawsuit against ATP in the U.S. Bankruptcy Court, seeking a declaration that the ORRIs are valid, fully enforceable, and not voidable. ATP filed an answer and counterclaim in which it (a) denies that the ORRIs are valid and enforceable, (b) seeks a declaration that (i) the ORRIs are a financing agreement and not a true sale and (ii) the ORRIs are executory contracts that are subject to rejection under 11 U.S.C. Sec. 365, and (c) seeks disgorgement from us of amounts paid to us since August 17, 2012, the date of filing of ATPs Chapter 11 proceeding. This lawsuit is currently pending and
trial is scheduled for April 30  May 1, 2013. We intend to vigorously defend our position that the ORRIs constitutes real property interests and are fully valid and enforceable pursuant to their terms. Separately, the Official Committee of Unsecured Creditors of ATP (the Committee) filed a motion (the Motion) requesting authority from the U.S. Bankruptcy Court to be allowed to bring a fraudulent transfer action against us, in which the Committee seeks to allege that (a) ATP was insolvent at the time of the assignment of the ORRIs to us, (b) that ATP received less than fair value from us in exchange for the assignments of the ORRIs and (c) as a result, the assignments should be set aside. The Company vigorously denies these allegations and opposes the Motion. The Motion has been abated until a date
after May 1, 2013. On February 24, 2013, ATP filed an emergency motion for an order approving the shut-in of the Debtors Gomez Properties and granting related relief [Docket No. 1494] (the Shut-In Motion). As more fully set forth in the Shut-In Motion, ATP asserts that the Gomez Properties should be shut-in because their continued operation negatively affects ATPs cash flow. The Gomez Properties are burdened by the ORRIs, and we receive distributions of production proceeds attributable to our interests in the Gomez Properties. An
 86    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2012 Note 7: Commitments and Contingencies   (continued) emergency hearing was conducted by the Court on February 28, 2013, and on that date the Court entered its Order Regarding Shut In of Gomez Wells [Docket No. 1531] (the Gomez Order). The Gomez Order sets a final hearing on the Shut-In Motion for March 28, 2013 and reflects an interim compromise by certain ORRI holders and contains provisions for the accrual and distribution of production proceeds generated from the Gomez wells for the period March 1, 2013 through the date any order is entered authorizing the shut in of the Gomez wells. To the extent the Court grants the Shut-In Motion and the Gomez wells are shut-in,
the cash flows attributable to the ORRIs will be negatively affected. Note 8: Dividends and Distributions We declared dividends for the year ended December 31, 2012 totaling $12.2 million, or $0.57 per share. For tax purposes, all of the distributions were paid from ordinary income and we classified all of our taxable dividends declared for the year ended December 31, 2012 as non-qualifying dividends. The following table summarizes the differences between financial statement net increase in net assets resulting from operations and taxable income available for distribution to stockholders for the years ended December 31, 2012, 2011 and 2010 (in thousands):  Year Ended December 31,2012

          

          2011

          

          2010Net increase (decrease) in net assets resulting from operations

          

          $

          17,351

          

          

          $

          (19,888

          )

          

          $

          10,474Adjustments:Net change in unrealized (appreciation) depreciation, net of income tax (benefit) provision

          

          

          (23,415

          )

          

          

          5,083

          

          

          

          (32,310

          )Amortization of insurance premiums

          

          

          713

          

          

          

          719

          

          

          

          730Insurance premiums deducted in prior year

          

          

          (708

          )

          

          

          (713

          )

          

          

          (720

          )Net income from consolidating affiliate

          

          

          (316

          )

          

          

          (410

          )

          

          

          (115

          )Revenue from affiliates

          

          

          140

          

          

          

          300

          

          

          

          361Administrative fees of affiliate

          

          

          181

          

          

          

          487

          

          

          

          648Realized (gain)/loss of affiliate

          

          

          1,317

          

          

          

          35,264

          

          

          

          33,276Realized (gain)/loss of investment company offset by capital loss carryforwards

          

          

          16,049

          

          

          

          (4,650

          )

          

          

          Net subsidiary interest expense

          

          

          

          

          

          

          (13

          )

          

          

          (26

          )Reclassification of capital loss on closed options

          

          

          172

          

          

          

          

          

          

          

          (16

          )Allowance for uncollectible interest and dividends

          

          

          400

          

          

          

          (2,029

          )

          

          

          3,412State taxes, tax penalty, interest and fees

          

          

          1

          

          

          

          1

          

          

          

          (54

          )Material debt modifications

          

          

          

          

          

          

          (150

          )

          

          

          (126

          )Income tax (benefit)/provision

          

          

          452

          

          

          

          

          

          

          

          55Other

          

          

          3

          

          

          

          13

          

          

          

          14Taxable income available for distribution to stockholders

          

          

          12,340

          

          

          

          14,014

          

          

          

          15,603Less:Dividends declared

          

          

          12,158

          

          

          

          15,572

          

          

          

          14,923Dividends payable at prior year end

          

          

          3,893

          

          

          

          3,893

          

          

          

          3,677Dividends payable at current year end

          

          

          (3,363

          )

          

          

          (3,893

          )

          

          

          (3,893

          )Current year IRC Section 852(b)(7) dividend payable

          

          

          1,973

          

          

          

          3,893

          

          

          

          896Prior year IRC Section 852(b)(7) dividend payable

          

          

          (2,321

          )

          

          

          (896

          )

          

          

          Current year deemed distributions

          

          

          12,340

          

          

          

          18,569

          

          

          

          15,603Under/(over) distribution of dividends

          

          

          

          

          

          

          (4,555

          )

          

          

          Taxable overdistribution of dividends

          

          

          

          

          

          

          4,555

          

          

          

          Current year IRC Section 855 election

          

          $

          

          

          

          $

          

          

          

          $

          
 87    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2012 Note 8: Dividends and Distributions   (continued) As of December 31, 2012, the components of net assets (excluding paid in capital) on a tax basis consisted of a $1.7 million undistributed net investment loss and net unrealized depreciation on portfolio investments of $8.0 million. We utilized $4.7 million of the $27.0 million capital loss carryforward balance generated in the year ended December 31, 2010, for a remaining capital loss carryforward of $22.3 million at December 31, 2012, which expires December 31, 2018. The temporary timing differences between book and tax amounts consist of amortization of insurance premiums, uncollectible interest and capital gains recognized
for tax purposes. At December 31, 2012 the aggregate cost of total portfolio investments for federal income tax purposes was $221.6 million, resulting in gross unrealized appreciation of $4.2 million and gross unrealized depreciation of $12.2 million. For the year ended December 31, 2012, we incurred late year capital losses in the amount of $21.0 million which were recognized on January 1, 2013. Note 9: Reclassifications GAAP requires adjustments to certain components of net assets to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on total net assets or net asset value per share. These reclassifications are primarily due to reclassification of the distribution of dividends paid, non-deductible meal expenses, income and expenses from wholly owned subsidiaries and tax basis adjustments for investments sold. The table below summarizes the reclassifications from undistributed net investment income (loss), undistributed net realized capital gain (loss), and paid-in capital in excess of par
for the years ended December 31, 2012, 2011, and 2010 (in thousands).  Year

          

          Undistributed Net Investment Income(Loss)

          

          UndistributedNet RealizedCapital Gain(Loss)

          

          Paid-in Capitalin Excessof Par2012

          

          $

          (759

          )

          

          $

          965

          

          

          $

          (206

          )2011

          

          

          7,091

          

          

          

          33,107

          

          

          

          (40,198

          )2010

          

          

          780

          

          

          

          604

          

          

          

          (1,384

          )
 Note 10: Fair Value Investments consisted of the following as of December 31, 2012 and 2011:  December 31, 2012

          

          December 31, 2011(Dollar amounts in thousands)

          

          Cost

          

          % of Total

          

          Fair Value

          

          % of Total

          

          Cost

          

          % of Total

          

          Fair Value

          

          % of TotalPortfolio investmentsSenior secured debt

          

          $

          63,708

          

          

          

          24.2

          %

          

          $

          64,208

          

          

          

          24.7

          %

          

          $

          108,420

          

          

          

          62.8

          %

          

          $

          85,068

          

          

          

          58.6

          %Subordinated debt

          

          

          56,532

          

          

          

          21.4

          %

          

          

          56,390

          

          

          

          21.8

          %

          

          

          11,067

          

          

          

          6.4

          %

          

          

          11,265

          

          

          

          7.8

          %Senior convertible notes

          

          

          

          

          

          

          0.0

          %

          

          

          

          

          

          

          0.0

          %

          

          

          11,332

          

          

          

          6.5

          %

          

          

          8,103

          

          

          

          5.6

          %Limited term royalties

          

          

          36,614

          

          

          

          13.9

          %

          

          

          37,026

          

          

          

          14.3

          %

          

          

          28,443

          

          

          

          16.5

          %

          

          

          28,443

          

          

          

          19.6

          %Net profits interests

          

          

          

          

          

          

          0.0

          %

          

          

          

          

          

          

          0.0

          %

          

          

          3,200

          

          

          

          1.9

          %

          

          

          3,483

          

          

          

          2.4

          %Contingent earn-out

          

          

          

          

          

          

          0.0

          %

          

          

          240

          

          

          

          0.1

          %

          

          

          

          

          

          

          0.0

          %

          

          

          3,270

          

          

          

          2.3

          %Commodity derivative instruments

          

          

          245

          

          

          

          0.1

          %

          

          

          9

          

          

          

          0.0

          %

          

          

          417

          

          

          

          0.2

          %

          

          

          417

          

          

          

          0.3

          %Royalty interests

          

          

          

          

          

          

          0.0

          %

          

          

          

          

          

          

          0.0

          %

          

          

          121

          

          

          

          0.1

          %

          

          

          1,100

          

          

          

          0.8

          %Redeemable preferred units

          

          

          50,046

          

          

          

          19.0

          %

          

          

          51,180

          

          

          

          19.7

          %

          

          

          

          

          

          

          0.0

          %

          

          

          

          

          

          

          0.0

          %Equity securitiesMembership and partnership units

          

          

          419

          

          

          

          0.2

          %

          

          

          1,680

          

          

          

          0.6

          %

          

          

          1,716

          

          

          

          1.0

          %

          

          

          856

          

          

          

          0.6

          %Participating preferred stock

          

          

          4,312

          

          

          

          1.6

          %

          

          

          43

          

          

          

          0.0

          %

          

          

          4,312

          

          

          

          2.5

          %

          

          

          500

          

          

          

          0.3

          %Common stock

          

          

          5,552

          

          

          

          2.1

          %

          

          

          1,698

          

          

          

          0.7

          %

          

          

          3,235

          

          

          

          1.9

          %

          

          

          1,197

          

          

          

          0.8

          %Warrants

          

          

          324

          

          

          

          0.1

          %

          

          

          1,140

          

          

          

          0.4

          %

          

          

          339

          

          

          

          0.2

          %

          

          

          1,355

          

          

          

          0.9

          %Total equity securities

          

          

          10,607

          

          

          

          4.0

          %

          

          

          4,561

          

          

          

          1.7

          %

          

          

          9,602

          

          

          

          5.6

          %

          

          

          3,908

          

          

          

          2.6

          %Total portfolio investments

          

          

          217,752

          

          

          

          82.6

          %

          

          

          213,614

          

          

          

          82.3

          %

          

          

          172,602

          

          

          

          100.0

          %

          

          

          145,057

          

          

          

          100.0

          %Government securitiesU.S. Treasury Bills

          

          

          45,996

          

          

          

          17.4

          %

          

          

          45,996

          

          

          

          17.7

          %

          

          

          

          

          

          

          0.0

          %

          

          

          

          

          

          

          0.0

          %Total investments

          

          $

          263,748

          

          

          

          100.0

          %

          

          $

          259,610

          

          

          

          100.0

          %

          

          $

          172,602

          

          

          

          100.0

          %

          

          $

          145,057

          

          

          

          100.0

          %
 88    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2012 Note 10: Fair Value   (continued) ASC 820 defines fair value as the price that a seller would receive for an asset or pay to transfer a liability in an orderly transaction between independent, knowledgeable and willing market participants at the measurement date. The fair value definition focuses on exit price in the principal, or most advantageous, market and prioritizes the use of observable market inputs over unobservable entity-specific inputs. In accordance with ASC 820, we categorize our investments based on the inputs to our valuation methodologies as follows: 

          Level 1  Quoted unadjusted prices for identical instruments in active markets to which we have access at the date of measurement. 

          Level 2  Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or instances where prices vary substantially over time or among brokered market makers. 

          Level 3  Model-derived valuations in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are those inputs that reflect our own assumptions that market participants would use to price the asset or liability based on the best available information. Fair value accounting classifies financial assets and liabilities in their entirety based on the lowest level of input that is significant to the estimated fair value measurement. Our assessment of the significance of a particular input to the estimated fair value measurement requires judgment, and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels. We did not have any liabilities measured at fair value at December 31, 2012 or 2011. The following tables set forth our financial assets by level within the fair value hierarchy that we accounted for at fair value as of
December 31, 2012 and 2011. During the year ended December 31, 2012, as a result of a restructuring that occurred in December 2012, our investment in Pallas Contour Mining, LLC changed from the category of Non-Affiliate Investments to Control Investments  Majority Owned. No other investments changed categories or changed between Levels 1, 2 or 3 during the year ended December 31, 2012.
 89    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2012 Note 10: Fair Value   (continued)  Fair Value Measurements as of December 31, 2012(In Thousands)Total

          

          Quoted Prices in Active Markets (Level 1)

          

          Prices with ObservableMarket Inputs (Level 2)

          

          Unobservable Inputs (Level 3)Portfolio investmentsControl investmentsSenior secured debt

          

          $

          8,108

          

          

          $

          

          

          

          $

          

          

          

          $

          8,108Equity securities

          

          

          500

          

          

          

          

          

          

          

          

          

          

          

          500Total control investments

          

          

          8,608

          

          

          

          

          

          

          

          

          

          

          

          8,608Affiliate investmentsSubordinated debt

          

          

          12,933

          

          

          

          

          

          

          

          

          

          

          

          12,933Equity securities

          

          

          220

          

          

          

          

          

          

          

          210

          

          

          

          10Total affiliate investments

          

          

          13,153

          

          

          

          

          

          

          

          210

          

          

          

          12,943Non-affiliate investmentsSenior secured debt

          

          

          56,100

          

          

          

          

          

          

          

          

          

          

          

          56,100Subordinated debt

          

          

          43,457

          

          

          

          

          

          

          

          26,213

          

          

          

          17,244Limited term royalties

          

          

          37,026

          

          

          

          

          

          

          

          

          

          

          

          37,026Contingent earn-out

          

          

          240

          

          

          

          

          

          

          

          

          

          

          

          240Commodity derivative instruments

          

          

          9

          

          

          

          

          

          

          

          9

          

          

          

          Redeemable preferred units

          

          

          51,180

          

          

          

          

          

          

          

          

          

          

          

          51,180Equity securities

          

          

          3,841

          

          

          

          1,488

          

          

          

          

          

          

          

          2,353Total non-affiliate investments

          

          

          191,853

          

          

          

          1,488

          

          

          

          26,222

          

          

          

          164,143Total portfolio investments

          

          

          213,614

          

          

          

          1,488

          

          

          

          26,432

          

          

          

          185,694Government securitiesU.S. Treasury Bills

          

          

          45,996

          

          

          

          45,996

          

          

          

          

          

          

          

          Total investments

          

          $

          259,610

          

          

          $

          47,484

          

          

          $

          26,432

          

          

          $

          185,694
  Fair Value Measurements as of December 31, 2011(In Thousands)Total

          

          Quoted Prices in Active Markets (Level 1)

          

          Prices with Observable Market Inputs (Level 2)

          

          Unobservable Inputs (Level 3)Control investmentsEquity securities

          

          $

          150

          

          

          $

          

          

          

          $

          

          

          

          $

          150Total control investments

          

          

          150

          

          

          

          

          

          

          

          

          

          

          

          150Affiliate investmentsSubordinated debt

          

          

          11,265

          

          

          

          

          

          

          

          

          

          

          

          11,265Equity securities

          

          

          2,233

          

          

          

          

          

          

          

          1,197

          

          

          

          1,036Total affiliate investments

          

          

          13,498

          

          

          

          

          

          

          

          1,197

          

          

          

          12,301Non-affiliate investmentsSenior secured debt

          

          

          85,068

          

          

          

          

          

          

          

          

          

          

          

          85,068Senior convertible notes

          

          

          8,103

          

          

          

          

          

          

          

          8,103

          

          

          

          Limited term royalties

          

          

          28,443

          

          

          

          

          

          

          

          

          

          

          

          28,443Net profits interests

          

          

          3,483

          

          

          

          

          

          

          

          

          

          

          

          3,483Contingent earn-out

          

          

          3,270

          

          

          

          

          

          

          

          

          

          

          

          3,270Commodity derivative instruments

          

          

          417

          

          

          

          

          

          

          

          417

          

          

          

          Royalty interests

          

          

          1,100

          

          

          

          

          

          

          

          

          

          

          

          1,100Equity securities

          

          

          1,525

          

          

          

          

          

          

          

          

          

          

          

          1,525Total non-affiliate investments

          

          

          131,409

          

          

          

          

          

          

          

          8,520

          

          

          

          122,889Total investments

          

          $

          145,057

          

          

          $

          

          

          

          $

          9,717

          

          

          $

          135,340
 90    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2012 Note 10: Fair Value   (continued) The following table presents a rollforward of the changes in the estimated fair value during the years ended December 31, 2012 and 2011 for all investments for which we determine estimated fair value using unobservable (Level 3) factors (in thousands):  Senior Secured Debt and Limited Term Royalties

          

          Subordinated Debt and Redeemable Preferred Units

          

          Net Profits Interests, Royalty Interests and Equity Securities

          

          Contingent Earn-out

          

          Total InvestmentsFair value at December 31, 2010

          

          $

          161,101

          

          

          $

          

          

          

          $

          35,682

          

          

          $

          

          

          

          $

          196,783Total gains, (losses) and amortization:Net realized gains (losses)

          

          

          

          

          

          

          

          

          

          

          (30,008

          )

          

          

          

          

          

          

          (30,008

          )Net unrealized gains (losses)

          

          

          (23,251

          )

          

          

          198

          

          

          

          17,967

          

          

          

          3,270

          

          

          

          (1,816

          )Net amortization of premiums, discounts and fees

          

          

          1,807

          

          

          

          52

          

          

          

          (87

          )

          

          

          

          

          

          

          1,772New investments, repayments and settlements, net:New investments

          

          

          89,250

          

          

          

          9,750

          

          

          

          275

          

          

          

          

          

          

          

          99,275Payment-in-kind

          

          

          5,965

          

          

          

          1,265

          

          

          

          

          

          

          

          

          

          

          

          7,230Repayments and settlements

          

          

          (121,361

          )

          

          

          

          

          

          

          (16,535

          )

          

          

          

          

          

          

          (137,896

          )Fair value at December 31, 2011

          

          

          113,511

          

          

          

          11,265

          

          

          

          7,294

          

          

          

          3,270

          

          

          

          135,340Total gains, (losses) and amortization:Net realized gains (losses)

          

          

          (20,461

          )

          

          

          

          

          

          

          1,804

          

          

          

          

          

          

          

          (18,657

          )Net unrealized gains (losses)

          

          

          24,263

          

          

          

          (983

          )

          

          

          202

          

          

          

          (3,030

          )

          

          

          20,452Net amortization of premiums, discounts and fees

          

          

          418

          

          

          

          144

          

          

          

          (43

          )

          

          

          

          

          

          

          519New investments, repayments and settlements, net:New investments

          

          

          25,750

          

          

          

          69,355

          

          

          

          

          

          

          

          

          

          

          

          95,105Payment-in-kind

          

          

          902

          

          

          

          1,669

          

          

          

          

          

          

          

          

          

          

          

          2,571Repayments and settlements

          

          

          (43,149

          )

          

          

          (93

          )

          

          

          (6,394

          )

          

          

          

          

          

          

          (49,636

          )Fair value at December 31, 2012

          

          $

          101,234

          

          

          $

          81,357

          

          

          $

          2,863

          

          

          $

          240

          

          

          $

          185,694
 Of the $20.5 million in net unrealized gains in 2012 presented in the table above, $1.2 million was attributable to assets we held at December 31, 2012. Of the $(1.8) million in net unrealized losses in 2011 presented in the table above, $(20.1) million was attributable to assets we held at December 31, 2011. We present net unrealized gains (losses) on our Consolidated Statements of Operations as Net unrealized appreciation (depreciation) on investments.
 91    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2012 Note 10: Fair Value   (continued) The following table summarizes the significant unobservable inputs in the fair value measurements of our Level 3 investments by category of investment and valuation technique as of December 31, 2012.  Type of Investment

          

          Fair Value as of December 31,2012(in thousands)

          

          Valuation Technique

          

          SignificantUnobservableInputs

          

          Range of Inputs

          

          Weighted AverageSenior debt securities and limited term royalties

          

          $

          101,234

          

          

          

          Discounted cash flow

          

          

          

          Discount rate

          

          

          

          11.0%  13.2

          %

          

          

          12.2

          %Subordinated debt securities and redeemable preferred units

          

          

          9,837

          

          

          

          Recent or pending transaction71,520

          

          

          

          Discounted cash flow

          

          

          

          Discount rate

          

          

          

          10%  20

          %

          

          

          14.9

          %Market comparables

          

          

          

          Reserve multiples(1)

          

          

          $

          6.00  $25.00

          

          

          $

          13.32Production multiples(2)

          

          

          $

          24.00  $150.00

          

          

          $

          40.70EBITDA Multiples

          

          

          

          4.0x  9.0x

          

          

          

          5.7x81,357Net profits interest, royalty interest and equity securities

          

          

          1,973

          

          

          

          Discounted cash flow

          

          

          

          Discount rate

          

          

          

          10%  20

          %

          

          

          16.8

          %Market comparables

          

          

          

          Reserve multiples(1)

          

          

          $

          9.00  $15.00

          

          

          $

          11.67Discount for lack of marketability

          

          

          

          20%  40

          %

          

          

          25.1

          %EBITDA multiples

          

          

          

          4.0x  8.0x

          

          

          

          4.7x890

          

          

          

          Option pricing model

          

          

          

          Implied volatility

          

          

          

          69%  81

          %

          

          

          73.1

          %Discount for lack of marketability

          

          

          

          40

          %

          

          

          40

          %Discount for potential dilution

          

          

          

          30

          %

          

          

          30

          %2,863Contingent earn-out

          

          

          240

          

          

          

          Discounted cash flow

          

          

          

          Estimated annual coalproduction(3)

          

          

          

          367  632

          

          

          

          466Cost of production per ton

          

          

          $

          83  $138

          

          

          

          $106Discount rate

          

          

          

          20

          %

          

          

          20

          %$

          185,694
  (1)

          Based on recent comparable transactions involving similar assets, expressed as price per unit of equivalent barrel of oil in proved reserves. (2)

          Based on recent comparable transactions involving similar assets, expressed as price per daily production of equivalent barrel of oil in proved reserves. (3)

          In thousands of tons.
 92    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2012 Note 11: Commodity Derivative Instruments We use commodity derivative instruments from time to time to manage our exposure to commodity price fluctuations. We use all of our derivatives for risk management purposes and do not hold any amounts for speculative or trading purposes. These contracts generally consist of options contracts on underlying commodities. We do not designate these instruments as hedging instruments for financial accounting purposes and, as a result, we recognize the change in the instruments fair value currently on the Consolidated Statement of Operations as net increase (decrease) in unrealized appreciation (depreciation) on investments.
The realized gains (losses) on commodity derivatives consist of payments received on favorable expired options less the cost of all expired positions, and we recognized these gains or losses in investment income. In June 2008, we acquired a limited term volume-denominated royalty interest from ATP and received royalty payments from this investment that were subject to fluctuations in natural gas and oil prices. To manage this risk, we purchased oil and natural gas put option contracts on approximately 93% of our royalty interest. All of these commodity derivative instruments were expired as of January 31, 2010. In 2011, we acquired an additional limited term royalty interest from ATP and on December 29, 2011, we purchased a series of oil put options, expiring in July 2012 through September 2013, to provide insurance against downside price movements. At December 31, 2012, we had oil put options covering 83,048 barrels of oil at a strike price of $65 per barrel, expiring January 2013 through September 2013, with an aggregate fair value of less than $10,000. The components of gains (losses) on commodity derivative instruments are as follows (in thousands):  Year Ended December 31,2012

          

          2011

          

          2010Unrealized losses on commodity derivatives

          

          $

          (236

          )

          

          $

          

          

          

          $

          (19

          )Realized gains (losses) on commodity derivatives

          

          

          (172

          )

          

          

          

          

          

          

          16Net losses on commodity derivative instruments

          

          $

          (408

          )

          

          $

          

          

          

          $

          (3

          )
 93    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2012 Note 12: Financial Highlights  Year Ended December 31,Per Share Data(1)

          

          2012

          

          2011

          

          2010

          

          2009

          

          2008Net asset value, beginning of period

          

          $

          9.26

          

          

          $

          10.90

          

          

          $

          11.10

          

          

          $

          12.15

          

          

          $

          14.14Increase in net assets as a result of secondary public stock offering

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          0.40Underwriting discounts and commissions related to secondary public stock offering

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (0.15

          )Other costs related to secondary stock offering

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (0.03

          )Net increase in net assets from secondary public stock offering

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          0.22Net asset value after public stock offering

          

          

          9.26

          

          

          

          10.90

          

          

          

          11.10

          

          

          

          12.15

          

          

          

          14.36Net investment income

          

          

          0.55

          

          

          

          0.73

          

          

          

          0.53

          

          

          

          0.45

          

          

          

          0.86Net realized and unrealized gain (loss) on investments(2)

          

          

          0.26

          

          

          

          (1.65

          )

          

          

          (0.04

          )

          

          

          (0.86

          )

          

          

          (1.46

          )Net increase (decrease) in net assets resulting from operations

          

          

          0.81

          

          

          

          (0.92

          )

          

          

          0.49

          

          

          

          (0.41

          )

          

          

          (0.60

          )Dividends declared

          

          

          (0.57

          )

          

          

          (0.72

          )

          

          

          (0.69

          )

          

          

          (0.64

          )

          

          

          (1.61

          )Other(3)

          

          

          0.07

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Net asset value, end of period

          

          $

          9.57

          

          

          $

          9.26

          

          

          $

          10.90

          

          

          $

          11.10

          

          

          $

          12.15Market value, beginning of period

          

          $

          7.19

          

          

          $

          9.20

          

          

          $

          8.13

          

          

          $

          8.37

          

          

          $

          15.63Market value, end of period

          

          $

          7.22

          

          

          $

          7.19

          

          

          $

          9.20

          

          

          $

          8.13

          

          

          $

          8.37Market value return(4)

          

          

          8.4

          %

          

          

          (14.6

          )%

          

          

          22.4

          %

          

          

          6.3

          %

          

          

          (39.4

          )%Net asset value return(4)

          

          

          11.5

          %

          

          

          (7.1

          )%

          

          

          6.2

          %

          

          

          0.0

          %

          

          

          (2.8

          )%Ratios and Supplemental Data($ and shares in thousands)Net assets, end of period

          

          $

          201,266

          

          

          $

          200,266

          

          

          $

          235,726

          

          

          $

          240,175

          

          

          $

          262,836Average net assets

          

          $

          202,519

          

          

          $

          217,996

          

          

          $

          237,951

          

          

          $

          251,506

          

          

          $

          255,126Common shares outstanding end of period

          

          

          21,020

          

          

          

          21,628

          

          

          

          21,628

          

          

          

          21,628

          

          

          

          21,628Net investment income/average net assets

          

          

          5.8

          %

          

          

          7.3

          %

          

          

          4.8

          %

          

          

          3.9

          %

          

          

          7.3

          %Portfolio turnover rate(5)

          

          

          47.3

          %

          

          

          60.9

          %

          

          

          31.5

          %

          

          

          21.9

          %

          

          

          24.3

          %Total operating expenses/average net assets

          

          

          5.7

          %

          

          

          5.5

          %

          

          

          5.1

          %

          

          

          5.8

          %

          

          

          7.4

          %Net increase (decrease) in net assets resulting from operations/average net assets

          

          

          8.6

          %

          

          

          (9.1

          )%

          

          

          4.4

          %

          

          

          (3.5

          )%

          

          

          (5.3

          )%Expense Ratios (as a percentage of average net assets)Interest expense and bank fees

          

          

          1.0

          %

          

          

          0.7

          %

          

          

          0.5

          %

          

          

          1.1

          %

          

          

          2.6

          %Management and incentive fees

          

          

          2.3

          %

          

          

          2.5

          %

          

          

          2.4

          %

          

          

          2.6

          %

          

          

          3.0

          %Other operating expenses

          

          

          2.4

          %

          

          

          2.3

          %

          

          

          2.2

          %

          

          

          2.1

          %

          

          

          1.8

          %Total operating expenses

          

          

          5.7

          %

          

          

          5.5

          %

          

          

          5.1

          %

          

          

          5.8

          %

          

          

          7.4

          %
  (1)

          Per Share Data is based on weighted average number of common shares outstanding for the period. (2)

          May include a balancing amount necessary to reconcile the change in net asset value per share with other per share information presented. This amount may not agree with the aggregate gains and losses for the period because the difference in the net asset value at the beginning and end of the period may not equal the per share changes of the line items disclosed. (3)

          Represents the impact of common stock repurchases. See Note 4.
 94    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2012 Note 12: Financial Highlights   (continued) (4)

          Return calculations assume reinvestment of dividends. (5)

          Portfolio turnover rate for the years ended December 31, 2011, 2010, 2009 and 2008 have been corrected from 83.6%, 31.8%, 31.4% and 29.2%. Note 13: Selected Quarterly Financial Data (unaudited)  Investment Income

          

          Net Investment Income

          

          Net Realized and Unrealized Gain (Loss) on Investments

          

          Net Increase (Decrease) in Net Assets Resulting from OperationsQuarter Ended

          

          Total

          

          PerShare

          

          Total

          

          PerShare

          

          Total

          

          PerShare

          

          Total

          

          PerShare(In Thousands, Except Per Share Amounts)March 31, 2011

          

          $

          6,555

          

          

          $

          0.30

          

          

          $

          3,691

          

          

          $

          0.17

          

          

          $

          (6,950

          )

          

          $

          (0.32

          )

          

          $

          (3,259

          )

          

          $

          (0.15

          )June 30, 2011

          

          

          9,060

          

          

          

          0.42

          

          

          

          5,687

          

          

          

          0.26

          

          

          

          (22,081

          )

          

          

          (1.02

          )

          

          

          (16,394

          )

          

          

          (0.76

          )September 30, 2011

          

          

          7,319

          

          

          

          0.34

          

          

          

          4,270

          

          

          

          0.20

          

          

          

          (4,206

          )

          

          

          (0.20

          )

          

          

          64

          

          

          

          0.00December 31, 2011

          

          

          4,969

          

          

          

          0.23

          

          

          

          2,161

          

          

          

          0.10

          

          

          

          (2,460

          )

          

          

          (0.11

          )

          

          

          (299

          )

          

          

          (0.01

          )March 31, 2012

          

          

          5,619

          

          

          

          0.26

          

          

          

          2,966

          

          

          

          0.14

          

          

          

          1,245

          

          

          

          0.05

          

          

          

          4,211

          

          

          

          0.19June 30, 2012

          

          

          5,311

          

          

          

          0.25

          

          

          

          2,642

          

          

          

          0.12

          

          

          

          (1,552

          )

          

          

          (0.07

          )

          

          

          1,090

          

          

          

          0.05September 30, 2012

          

          

          6,326

          

          

          

          0.30

          

          

          

          3,402

          

          

          

          0.16

          

          

          

          8,832

          

          

          

          0.41

          

          

          

          12,234

          

          

          

          0.57December 31, 2012

          

          

          6,113

          

          

          

          0.28

          

          

          

          2,754

          

          

          

          0.13

          

          

          

          (2,937

          )

          

          

          (0.14

          )

          

          

          (183

          )

          

          

          (0.01

          )
 Note 14: Subsequent Events On March 4, 2013, GMX Resources, Inc., or GMX, announced that it failed to make its interest payment on the 2018 Subordinated Notes, which was due on March 4, 2013. Under the indenture, this failure to pay does not constitute an event of default unless it continues for thirty days; however, it does constitute an event of default under another GMX debt security, which could potentially trigger cross-default features and acceleration of substantially all of GMXs indebtedness. GMX has announced that it has engaged a financial advisor to assist GMX in its ongoing exploration of financing alternatives, including a potential
restructuring of GMX's balance sheet in light of its current liquidity and cash needs. GMX has announced that if it is not able to successfully implement a consensual alternative for restructuring its balance sheet, or in order for GMX to implement a financial alternative, GMX may voluntarily seek protection under the U.S. Bankruptcy Code. On February 15, 2013, we closed a $17.5 million investment in OCI Holdings, LLC, or OCI. Our investment in OCI includes a $15.0 million Subordinated Note and a $2.5 million direct equity co-investment. OCI is a home health provider of physical, occupational and speech therapy services to pediatric patients in the state of Texas. The OCI Subordinated Note matures August 15, 2018 and earns interest payable in cash at a rate of 11% per annum (LIBOR + 10%) plus paid-in-kind interest of 2% per annum. On February 15, 2013, we provided $9.0 million of financing to KOVA International, Inc., or KOVA, in the form of Senior Subordinated Notes, to facilitate the acquisition of the urinalysis division of Hycor Biomedical, Inc. by a group of private equity sponsors. Since 1974, the KOVA product lines have been among the leading disposable plastics and liquid controls products used in the urinalysis testing market. The KOVA Senior Subordinated Notes earn interest payable in cash at an annual rate of 12.75% and mature on August 13, 2018. On February 6, 2013, we purchased $20.0 million of the $300 million 9.75% Senior Notes offering issued by Talos Production LLC and Talos Production Finance Inc., collectively, Talos, to partially fund Taloss acquisition of Energy Resource Technology GOM, Inc., the oil and gas subsidiary of Helix Energy Solutions Group, Inc. On February 15, 2013, we purchased an additional $5.0 million face value of the Talos Senior Notes in the secondary market. The Talos Senior Notes mature February 15, 2018, and were issued at 99.025 for an effective yield of 10.0% per annum.
 95    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2012 Note 14: Subsequent Events   (continued) On January 25, 2013, we restructured our $13.5 million Senior Secured Term Loan, or the Original Term Loan, with Spirit Resources, LLC, or Spirit. Under the terms of the restructuring, (i) $8.0 million of the Original Term Loan was converted into Preferred Units, with the remaining $5.5 million structured as a Senior Secured Tranche A Term Loan; (ii) we provided $4.5 million of additional borrowing capacity in the form of a Senior Secured Tranche B Term Loan; (iii) we received a 3% overriding royalty interest in Spirits oil and gas properties; and (iv) we conveyed our 33% penny warrants back to Spirit. The Tranche A Term
Loan matures April 28, 2015 and earns interest payable monthly in cash at an annual rate of the greater of 8% or LIBOR + 4%. The Tranche B Term Loan matures October 28, 2015 and initially earns interest payable-in-kind at an annual rate of the greater of 15% or LIBOR + 11%. Beginning in January 2015, interest on the Tranche B Term Loan is payable monthly in cash at an annual rate of the greater of 13% or LIBOR + 9%. The Preferred Units represent a preferred interest on 100% of any equity distributions from Spirit until certain hurdles are met, after which Spirit management would participate in 25% of any such distributions. In January 2013, we sold our $10.0 million face value of EP Energy, LLC 9.375% Senior Notes for $13.4 million, resulting in a realized short-term capital gain of $1.3 million, or $0.06 per common share. Also in January 2013, Southern Pacific Resource Corp., or STP, refinanced its Second Lien Term Loan and repaid in full our balance outstanding of $9.7 million, resulting in no material gain or loss.
 96    TABLE OF CONTENTS Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. Item 9A. Controls and Procedures. Disclosure Controls and Procedures We maintain controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act), designed to ensure that information required to be disclosed in our reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosures. In connection with the preparation of this Annual Report on Form 10-K, as of the end of the fiscal period covered by this Annual Report on Form 10-K (December 31, 2012), we performed an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(b) and 15d-15(b) of the Exchange Act. Based on an evaluation of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K conducted
by our management, with the participation of our Chief Executive Officer and Chief Financial Officer, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in providing reasonable assurance (i) that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and (ii) that such information is accumulated and communicated to management in a manner that allows timely decisions regarding required disclosure. Managements Annual Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that we record transactions as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that our receipts and expenditures are in accordance with authorizations of management and our Board of Directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent misstatements or detect misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. Management has evaluated the effectiveness of its internal control over financial reporting as of December 31, 2012. In making its assessment of internal control over financial reporting, management used the criteria established by the Committee of Sponsoring Organizations of the Treadway Commissions (COSO) in Internal Control  Integrated Framework.  Based on the results of this evaluation, management has determined that, as of December 31, 2012, our internal control over financial reporting is effective based on the criteria in Internal Control  Integrated Framework
issued by COSO. Our independent registered public accounting firm that has audited our financial statements has also audited the effectiveness of our internal control over financial reporting as of December 31, 2012, as stated in their report included herein.
 97    TABLE OF CONTENTS Changes in Internal Control Over Financial Reporting No changes to our internal control over financial reporting occurred during the quarter ended December 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Item 9B. Other Information. None.
 98    TABLE OF CONTENTS PART III. Item 10. Directors, Executive Officers and Corporate Governance. We hereby incorporate by reference the information required by Item 10 of Form 10-K from the information appearing in our definitive Proxy Statement relating to our 2013 annual meeting of stockholders, which will be filed pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, 2012. Code of Ethics We have adopted a code of business conduct and ethics applicable to our directors, officers (including our principal executive officer, principal compliance officer, principal financial officer, and controller, or persons performing similar functions) and employees. In addition, we and our Manager have adopted a joint code of ethics pursuant to Rule 17j-1 under the 1940 Act that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to such 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. Copies of our code of business conduct and ethics and joint code of ethics will be provided to any person, without charge, upon request. Contact L. Scott Biar at 713-752-0062 to request a copy or send the request to NGP Capital Resources Company, Attn: L. Scott Biar, 909 Fannin Street, Suite 3800, Houston, Texas 77010. Additionally, our code of business conduct and ethics is available on our corporate website, www.ngpcrc.com, in the Corporate Governance section. If any substantive amendments are made to our code of business conduct and ethics or if we grant any waiver, including any implicit waiver, from a provision of the code to any of our executive officers and directors, we will disclose the nature of such amendment or waiver in a report on Form 8-K. Item 11. Executive Compensation. We hereby incorporate by reference the information required by Item 11 of Form 10-K from the information appearing in our definitive Proxy Statement relating to our 2013 annual meeting of stockholders, which will be filed pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, 2012. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. We hereby incorporate by reference the information required by Item 12 of Form 10-K from the information appearing in our definitive Proxy Statement relating to our 2013 annual meeting of stockholders, which will be filed pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, 2012. Item 13. Certain Relationships and Related Transactions. We hereby incorporate by reference the information, if any, required by Item 13 of Form 10-K from the information, if any, appearing in our definitive Proxy Statement relating to our 2013 annual meeting of stockholders, which will be filed pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, 2012. Item 14. Principal Accountant Fees and Services. We hereby incorporate by reference the information required by Item 14 of Form 10-K from the information appearing in our definitive Proxy Statement relating to our 2013 annual meeting of stockholders, which will be filed pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, 2012.
 99    TABLE OF CONTENTS PART IV. Item 15. Exhibits, Financial Statement Schedules. (a) We are filing the following documents as a part of this report: (1) Financial Statements Report of Independent Registered Public Accounting Firm dated March 11, 2013 Report of Independent Registered Public Accounting Firm on Controls dated March 11, 2013 Report of Independent Registered Public Accounting Firm dated March 9, 2012 Consolidated Balance Sheets as of December 31, 2012 and December 31, 2011 Consolidated Statements of Operations for the years ended December 31, 2012, 2011 and 2010 Consolidated Statement of Changes in Net Assets for the years ended December 31, 2012, 2011 and 2010 Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010 Consolidated Schedules of Investments as of December 31, 2012 and 2011 Notes to Consolidated Financial Statements (2) Financial Statement Schedules Schedule 12-14 Investments in and Advances to Affiliates (b) Exhibits required to be filed by Item 601 of Regulation S-K See Index to Exhibits following the signature page for a description of the exhibits filed as part of this Annual Report on Form 10-K.
 100    TABLE OF CONTENTS Schedule 12  14 NGP CAPITAL RESOURCES COMPANY  SCHEDULE OF INVESTMENTS IN AND ADVANCES TO AFFILIATES(1) December 31, 2012 (In Thousands)  Portfolio Company

          

          Investment(2)

          

          Year Ended December 31, 2012 Amount of Interest or Royalties Credited to Income(5)

          

          As of December 31, 2011 Fair Value

          

          Gross Additions(3)

          

          Gross Reductions(4)

          

          As of December 31, 2012 Fair ValueControl Investments  Majority OwnedDeanLake Operator, LLC

          

          

          Class A Preferred Units

          

          

          $

          

          

          

          $

          150

          

          

          $

          

          

          

          $

          (150

          )

          

          $

          Pallas Contour Mining, LLC

          

          

          Term Loan

          

          

          

          

          

          

          

          

          

          

          

          8,108

          

          

          

          

          

          

          

          8,108Membership Units

          

          

          

          

          

          

          

          

          

          

          

          500

          

          

          

          

          

          

          

          500Rubicon Energy Partners, LLC

          

          

          LLC Units

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Subtotal Control Investments  Majority Owned

          

          $

          

          

          

          $

          150

          

          

          $

          8,608

          

          

          $

          (150

          )

          

          $

          8,608Affiliate InvestmentsBioEnergy Holding, LLC

          

          

          Senior Secured Notes

          

          

          $

          

          

          

          $

          

          

          

          $

          15,551

          

          

          $

          (15,551

          )

          

          $

          BioEnergy Holding Units

          

          

          

          

          

          

          

          

          

          

          

          1,297

          

          

          

          (1,297

          )

          

          

          Myriant Technologies Warrants

          

          

          

          

          

          

          

          64

          

          

          

          46

          

          

          

          (110

          )

          

          

          Myriant Technologies Common Stock

          

          

          

          

          

          

          

          706

          

          

          

          64

          

          

          

          (770

          )

          

          

          Bionol Clearfield, LLC

          

          

          Senior Secured Notes

          

          

          

          

          

          

          

          

          

          

          

          4,950

          

          

          

          (4,950

          )

          

          

          Resaca Exploitation Inc.

          

          

          Senior Unsecured Term Loan

          

          

          

          1,728

          

          

          

          11,265

          

          

          

          1,728

          

          

          

          (60

          )

          

          

          12,933Warrants

          

          

          

          

          

          

          

          266

          

          

          

          

          

          

          

          (256

          )

          

          

          10Common Stock

          

          

          

          

          

          

          

          1,197

          

          

          

          

          

          

          

          (987

          )

          

          

          210Subtotal Affiliate Investments

          

          

          

          

          

          $

          1,728

          

          

          $

          13,498

          

          

          $

          23,636

          

          

          $

          (23,981

          )

          

          $

          13,153Total Control Investments and Affiliate Investments

          

          $

          1,728

          

          

          $

          13,648

          

          

          $

          32,244

          

          

          $

          (24,131

          )

          

          $

          21,761
 101    TABLE OF CONTENTS NGP CAPITAL RESOURCES COMPANY  SCHEDULE OF INVESTMENTS IN AND ADVANCES TO AFFILIATES(1) December 31, 2012 NOTES TO SCHEDULE OF INVESTMENTS IN AND ADVANCE TO AFFILIATES (1)

          This schedule should be read in conjunction with our Consolidated Financial Statements for the year ended December 31, 2012. (2)

          Warrants, units and common stock are generally non-income producing and restricted. The principal amount for debt, number of shares of common stock or number, or percentage of, units is shown in the Consolidated Schedule of Investments as of December 31, 2012. (3)

          Gross additions include increases in investments resulting from new portfolio company investments, payment-in-kind interest or dividends, the amortization of discounts or fees, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category. Gross additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation. (4)

          Gross reductions include decreases in the cost basis resulting from principal collections related to investment repayments, sales or write-offs, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category. Gross reductions also include increases in net unrealized depreciation or net decreases in unrealized appreciation. (5)

          Represents the total amount of interest, dividends or royalties, net of amortization, credited to income for the portion of the year an investment was included in our Control Investments-Majority Owned or Affiliate categories, respectively.
 102    TABLE OF CONTENTS SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NGP CAPITAL RESOURCES COMPANY By:

          /s/ Stephen K. GardnerStephen K. Gardner President and Chief Executive Officer Date: March 11, 2013 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. This document may be executed by the signatories hereto on any number of counterparts, all of which constitute one and the same instrument.  Signature

          

          Title

          

          Date/s/ STEPHEN K. GARDNERStephen K. Gardner

          

          President and Chief Executive Officer (Principal Executive Officer)

          

          March 11, 2013/s/ L. SCOTT BIARL. Scott Biar

          

          Chief Financial Officer, Secretary,Treasurer and Chief Compliance Officer (Principal Financial and Accounting Officer)

          

          March 11, 2013/s/ KENNETH A. HERSHKenneth A. Hersh

          

          Director and Chairman of the Board

          

          March 11, 2013/s/ DAVID R. ALBINDavid R. Albin

          

          Director

          

          March 11, 2013/s/ EDWARD W. BLESSINGEdward W. Blessing

          

          Director

          

          March 11, 2013/s/ LON C. KILELon C. Kile

          

          Director

          

          March 11, 2013/s/ WILLIAM K. WHITEWilliam K. White

          

          Director

          

          March 11, 2013
     TABLE OF CONTENTS INDEX TO EXHIBITS  Exhibits No.

          

          Exhibit3.1

          

          Articles of Incorporation (filed as Exhibit (a)(1) to the Companys Registration Statement on Form N-2 filed on August 16, 2004 (Registration No. 333-118279) and incorporated herein by reference)3.2

          

          Articles of Amendment and Restatement (filed as Exhibit 3.2 to the Companys Annual Report on Form 10-K for the year ended December 31, 2004 and incorporated herein by reference)3.3

          

          Bylaws (filed as Exhibit (b) to the Companys Registration Statement on Form N-2 filed on August 16, 2004 (Registration No. 333-118279) and incorporated herein by reference)4.1

          

          Form of Stock Certificate (filed as Exhibit (d) to the Companys Pre-Effective Amendment No. 2 to Registration Statement on Form N-2 filed on October 7, 2004 (Registration No. 333-118279) and incorporated herein by reference)4.2

          

          Dividend Reinvestment Plan (filed as Exhibit (e) to the Companys Registration Statement on Form N-2 filed on August 16, 2004 (Registration No. 333-118279) and incorporated herein by reference)10.1

          

          Investment Advisory Agreement between the Company and NGP Investment Advisor, LP (filed as Exhibit 10.1 to the Companys Annual Report on Form 10-K for the year ended December 31, 2004, and incorporated herein by reference)10.2

          

          Administration Agreement between the Company and NGP Administration, LLC (filed as Exhibit 10.2 to the Companys Annual Report on Form 10-K for the year ended December 31, 2004 and incorporated herein by reference)10.3

          

          Trademark License Agreement between the Company and NGP Energy Capital Management, L.L.C. (formerly known as Natural Gas Partners, L.L.C.) (filed as Exhibit 10.3 to the Companys Annual Report on Form 10-K for the year ended December 31, 2004 and incorporated herein by reference)10.4

          

          Form of Indemnity Agreement (filed as Exhibit 10.5 to the Companys Annual Report on Form 10-K for the year ended December 31, 2004 and incorporated herein by reference)10.5

          

          Custody Agreement between Registrant and Wells Fargo Bank, N.A. (filed as Exhibit (j)(1) to the Companys Registration Statement on Form N-2 filed October 15, 2007 (Registration No. 333-146715) and incorporated herein by reference)10.6

          

          Amendment No. 1 to Custody Agreement between Registrant and Wells Fargo Bank, N.A. (filed as Exhibit (j)(2) to the Companys Pre-Effective Amendment No. 1 to Registration Statement on Form N-2 filed September 24, 2004 (Registration No. 333-118279) and as Exhibit 10.8 to the Companys Annual Report on form 10-K on March 13, 2008 and incorporated herein by reference)10.7

          

          Amendment No. 2 to Custody Agreement between Registrant and Wells Fargo Bank, N.A. (filed as Exhibit 10.9 to the Companys Annual Report on Form 10-K on March 13, 2008 and incorporated herein by reference)10.8

          

          Amendment No. 3 to Custody Agreement dated as of February 28, 2011, between the Company and Wells Fargo Bank, N.A. (filed as Exhibit (j)(4) to our Amendment No. 1 Registration Statement on Form N-2 filed on April 28, 2011 (Registration No. 333-160923) and incorporated herein by reference)10.9

          

          Second Amended and Restated Revolving Credit Agreement effective as of December 6, 2011, between the Company, the lenders from time to time party thereto and SunTrust Bank and Comerica Bank (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K on December 6, 2011 and incorporated herein by reference)
 104    TABLE OF CONTENTS Exhibits No.

          

          Exhibit10.10

          

          Treasury Secured Revolving Credit Agreement effective as of March 31, 2011, between the Company, the lenders from time to time party thereto and SunTrust Bank (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K on April 6, 2011 and incorporated herein by reference)10.11

          

          Consent and First Amendment to Treasury Secured Revolving Credit Agreement effective as of March 30, 2012, between the Company, the lenders from time to time party thereto and SunTrust Bank (filed as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q on May 10, 2012 and incorporated herein by reference)10.12

          

          Second Amendment to Treasury Secured Revolving Credit Agreement effective as of September 25, 2012, between the Company, the lenders from time to time party thereto and SunTrust Bank (filed as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q on November 8, 2012 and incorporated herein by reference)14.1

          

          Code of Business Conduct and Ethics for members of the Board of Directors, Officers and Employees (filed as Exhibit 14.1 to the Companys Annual Report on Form 10-K for the year ended December 31, 2004, and incorporated herein by reference)14.2

          

          Amended and Restated Joint Code of Ethics by and between the Company and NGP Investment Advisor, LP, adopted December 3, 2009 (filed as Exhibit 14.3 to the Companys Annual Report on Form 10-K on March 31, 2010 and incorporated herein by reference)16.1

          

          Letter from PricewaterhouseCoopers LLP to the Securities and Exchange Commission dated April 13, 2012 (filed as Exhibit 16.1 to the Companys Current Report on Form 8-K on April 13, 2012 and incorporated herein by reference)21.1*

          

          Subsidiaries31.1*

          

          Certification required by Rule 13a-14(a)/15d-14(a) by the Chief Executive Officer31.2*

          

          Certification required by Rule 13a-14(a)/15d-14(a) by the Chief Financial Officer32.1*

          

          Section 1350 Certification by the Chief Executive Officer32.2*

          

          Section 1350 Certification by the Chief Financial Officer
  *

          Filed herewith.
 105