UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549












FORM 10-Q



(Mark One)



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



FOR THE QUARTERLY PERIOD ENDED MARCH
31, 2013



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



COMMISSION FILE NUMBER: 0-50398



TICC CAPITAL CORP.

(Exact name of registrant as specified
in its charter)










|MARYLAND                                                               | 20-0188736                                  
|---------------------------------------------------------------------- | --------------------------------------------
|(State or other jurisdiction of
        incorporation or organization) | (I.R.S. Employer
        Identification No.)



8 SOUND SHORE DRIVE, SUITE 255 GREENWICH,
CONNECTICUT 06830

(Address of principal executive office)



(203) 983-5275

(Registrant’s telephone number,
including area code)










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    ̈



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, 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    ̈       No      ̈



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 definitions of
“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.



|Large accelerated filer |  ̈ | Accelerated filer         | x
|----------------------- | - | ------------------------- | -
|                        |   |                           |  
|Non-accelerated filer   |  ̈ | 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  ̈No x



Indicate the number of shares outstanding
of each of the issuer’s classes of common stock, as of the latest practicable date. The number of shares of the issuer’s
Common Stock, $0.01 par value, outstanding as of May 8, 2013 was 52,541,808.



|
|









TICC CAPITAL CORP.

TABLE OF CONTENTS

|PART I. FINANCIAL INFORMATION | 3                                                                                                                                  
|----------------------------- | -----------------------------------------------------------------------------------------------------------------------------------
|                              |                                                                                                                                    
|Item 1.                       | Financial Statements (Unaudited)                                                                                                   
|                              |                                                                                                                                    
|                              | Consolidated Statements of Assets and Liabilities as of March 31, 2013 and December 31, 2012                                       
|                              |                                                                                                                                    
|                              | Consolidated Schedule of Investments as of March 31, 2013                                                                          
|                              |                                                                                                                                    
|                              | Consolidated Schedule of Investments as of December 31, 2012                                                                       
|                              |                                                                                                                                    
|                              | Consolidated Statements of Operations for the three months ended March 31, 2013 and 2012                                           
|                              |                                                                                                                                    
|                              | Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2013 and for the year ended December 31, 2012
|                              |                                                                                                                                    
|                              | Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012                                           
|                              |                                                                                                                                    
|                              | Notes to Consolidated Financial Statements                                                                                         
|                              |                                                                                                                                    
|Item 2.                       | Management’s Discussion and Analysis of Financial Condition and Results of Operations                                              
|                              |                                                                                                                                    
|                              | Cautionary Statements Regarding Forward-Looking Statements                                                                         
|                              |                                                                                                                                    
|                              | Overview                                                                                                                           
|                              |                                                                                                                                    
|                              | Critical Accounting Policies                                                                                                       
|                              |                                                                                                                                    
|                              | Portfolio Composition and Investment Activity                                                                                      
|                              |                                                                                                                                    
|                              | Results of Operations                                                                                                              
|                              |                                                                                                                                    
|                              | Liquidity and Capital Resources                                                                                                    
|                              |                                                                                                                                    
|                              | Recent Developments                                                                                                                
|                              |                                                                                                                                    
|Item 3.                       | Quantitative and Qualitative Disclosures About Market Risk                                                                         
|                              |                                                                                                                                    
|Item 4.                       | Controls and Procedures                                                                                                            
|                              |                                                                                                                                    
|PART II. OTHER INFORMATION    | 52                                                                                                                                 
|                              |                                                                                                                                    
|Item 1.                       | Legal Proceedings                                                                                                                  
|                              |                                                                                                                                    
|Item 1A.                      | Risk Factors                                                                                                                       
|                              |                                                                                                                                    
|Item 2.                       | Unregistered Sales of Equity Securities and Use of Proceeds                                                                        
|                              |                                                                                                                                    
|Item 3.                       | Defaults Upon Senior Securities                                                                                                    
|                              |                                                                                                                                    
|Item 4.                       | Mine Safety Disclosures                                                                                                            
|                              |                                                                                                                                    
|Item 5.                       | Other Information                                                                                                                  
|                              |                                                                                                                                    
|Item 6.                       | Exhibits                                                                                                                           
|                              |                                                                                                                                    
|SIGNATURES                    | 57                                                                                                                                 

2







PART I—FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS
(UNAUDITED)



TICC CAPITAL CORP.

CONSOLIDATED STATEMENTS OF ASSETS AND
LIABILITIES

(unaudited)





|                                                                                               |  | March 31, 2013 |             |   | December 31, 2012 |  
|---------------------------------------------------------------------------------------------- |  | -------------- | ----------- | - | ----------------- | -
|                                                                                               |  |                |             |   |                   |  
|ASSETS                                                                                         |  |                |             |   |                   |  
|                                                                                               |  |                |             |   |                   |  
|Non-affiliated/non-control investments (cost: $794,079,898 @ 3/31/13; $634,081,527 @ 12/31/12) |  | $              | 814,728,848 |   |                   | $
|Control investments (cost: $16,972,115 @ 3/31/13; $17,256,179 @ 12/31/12)                      |  |                | 16,150,000  |   |                   |  
|Total investments at fair value                                                                |  |                | 830,878,848 |   |                   |  
|Cash and cash equivalents                                                                      |  |                | 60,181,095  |   |                   |  
|Restricted cash                                                                                |  |                | 27,174,623  |   |                   |  
|Deferred debt issuance costs                                                                   |  |                | 8,414,550   |   |                   |  
|Interest and distributions receivable                                                          |  |                | 7,111,444   |   |                   |  
|Securities sold not settled                                                                    |  |                | 19,023,321  |   |                   |  
|Other assets                                                                                   |  |                | 411,392     |   |                   |  
|Total assets                                                                                   |  | $              | 953,195,273 |   |                   | $
|LIABILITIES                                                                                    |  |                |             |   |                   |  
|                                                                                               |  |                |             |   |                   |  
|Accrued interest payable                                                                       |  | $              | 5,399,571   |   |                   | $
|Investment advisory fee payable to affiliate                                                   |  |                | 5,349,781   |   |                   |  
|Accrued capital gains incentive fee to affiliate.                                              |  |                | 5,280,589   |   |                   |  
|Securities purchased not settled                                                               |  |                | 19,692,003  |   |                   |  
|Accrued expenses                                                                               |  |                | 923,264     |   |                   |  
|Notes payable - TICC CLO LLC, net of discount                                                  |  |                | 99,921,710  |   |                   |  
|Notes payable - TICC CLO 2012-1 LLC, net of discount                                           |  |                | 175,193,094 |   |                   |  
|Convertible senior notes payable                                                               |  |                | 115,000,000 |   |                   |  
|Total liabilities                                                                              |  |                | 426,760,012 |   |                   |  
|                                                                                               |  |                |             |   |                   |  
|NET ASSETS                                                                                     |  |                |             |   |                   |  
|Common stock, $0.01 par value, 100,000,000 shares authorized, and 52,541,808 and               |  |                |             |   |                   |  
|41,371,286 issued and outstanding, respectively                                                |  |                | 525,418     |   |                   |  
|Capital in excess of par value                                                                 |  |                | 562,249,421 |   |                   |  
|Net unrealized appreciation on investments                                                     |  |                | 19,826,835  |   |                   |  
|Accumulated net realized losses on investments                                                 |  |                | (47,330,329 | ) |                   |  
|Distributions in excess of investment income                                                   |  |                | (8,836,084  | ) |                   |  
|Total net assets                                                                               |  |                | 526,435,261 |   |                   |  
|Total liabilities and net assets                                                               |  | $              | 953,195,273 |   |                   | $
|Net asset value per common share                                                               |  | $              | 10.02       |   |                   | $
|                                                                                               |  |                |             |   |                   |  





See Accompanying Notes.





3









|                                     |  |  |  |  |  |  |  |  |  |  |  | 
|------------------------------------ |  |  |  |  |  |  |  |  |  |  |  | 
|TICC CAPITAL CORP.                  
|CONSOLIDATED SCHEDULE OF INVESTMENTS
|MARCH 31, 2013                      
|(unaudited)                         





|COMPANY(1)                            |  | INDUSTRY                        |                                                 | INVESTMENT                                              |  | PRINCIPAL
    AMOUNT |            | COST |            | FAIRVALUE(2) |  | %
    of NetAssets
|------------------------------------- |  | ------------------------------- | ----------------------------------------------- | ------------------------------------------------------- |  | -------------------- | ---------- | ---- | ---------- | ------------ |  | ------------------
|                                      |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   
|Senior Secured
    Notes              |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   
|ABB / Con Cise Optical
    Group      |  | retail                          |                                                 | tranche B term loan
    (4)(5)(10)                      |  | $                    | 6,666,667  |      | $          | 6,633,942    |  | $                 
|                                      |  |                                 |                                                 | (5.50%, due February
    6, 2019)                       |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   
|Algorithmic Implementations,
    Inc. |  | software                        |                                                 | senior secured notes(4)(5)(6)                           |  |                      | 14,000,000 |      |            | 13,972,115   |  |                   
|(d/b/a "Ai Squared")                  |  |                                 |                                                 | (9.84%, due September 11, 2013)                         |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   
|Attachmate Corporation                |  | enterprise software             |                                                 | senior secured notes(4)(5)(6)(9)(10)                    |  |                      | 7,550,000  |      |            | 7,411,875    |  |                   
|                                      |  |                                 |                                                 | (7.25%, due November
    22, 2017)                      |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 | second lien senior secured
    notes(4)(5)(9)           |  |                      | 18,000,000 |      |            | 17,741,405   |  |                   
|                                      |  |                                 |                                                 | (11.00%, due November
    22, 2018)                     |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   
|Band Digital Inc.                     |  | IT consulting                   |                                                 | senior secured notes(3)(4)(6)(7)(13)                    |  |                      | 1,968,217  |      |            | 1,762,083    |  |                   
|(F/K/A "WHITTMANHART,
    Inc.")      |  |                                 |                                                 | (0.0%, due December
    31, 2013)                       |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   
|Berlin Packaging                      |  | packaging                       |                                                 | second lien senior secured
    notes(4)(6)              |  |                      | 1,500,000  |      |            | 1,477,500    |  |                   
|                                      |  |                                 |                                                 | (8.75%, due April 2,
    2020)                          |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   
|Blue Coat System, Inc.                |  | software                        |                                                 | first lien senior secured
    notes(4)(5)(6)(9)(10)     |  |                      | 9,657,353  |      |            | 9,639,913    |  |                   
|                                      |  |                                 |                                                 | (5.75%, due February
    15, 2018)                      |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   
|BNY Convergex                         |  | financial intermediaries        |                                                 | second lien senior secured
    notes(4)(9)              |  |                      | 1,875,000  |      |            | 1,875,000    |  |                   
|                                      |  |                                 |                                                 | (8.75%, due December
    17, 2017)                      |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   
|Compucom Systems, Inc.                |  | IT outsourcing                  |                                                 | first lien senior secured
    notes(4)(5)(6)(10)        |  |                      | 4,987,500  |      |            | 4,940,555    |  |                   
|                                      |  |                                 |                                                 | (6.50%, due October
    4, 2018)                        |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 | second lien senior secured
    notes(4)(5)              |  |                      | 10,000,000 |      |            | 9,808,881    |  |                   
|                                      |  |                                 |                                                 | (10.25%, due October
    4, 2019)                       |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   
|Cunningham Lindsey Group
    Inc.     |  | insurance                       |                                                 | first lien senior secured
    notes(4)(5)(6)(9)(10)     |  |                      | 3,990,000  |      |            | 3,951,459    |  |                   
|                                      |  |                                 |                                                 | (5.00%, due December
    10, 2019)                      |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 | second lien senior secured
    notes(4)(5)              |  |                      | 4,000,000  |      |            | 3,961,187    |  |                   
|                                      |  |                                 |                                                 | (9.25%, due June 10,
    2020)                          |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   
|Deltek Systems Inc                    |  | enterprise software             |                                                 | first lien senior secured
    notes(4)(5)(6)(10)        |  |                      | 4,638,375  |      |            | 4,611,012    |  |                   
|                                      |  |                                 |                                                 | (5.00%, due October
    10, 2018)                       |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 | second lien senior secured
    notes(4)(5)              |  |                      | 5,000,000  |      |            | 4,928,561    |  |                   
|                                      |  |                                 |                                                 | (10.00%, due October
    10, 2019)                      |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   
|Digital Generation,
    Inc.          |  | advertising                     |                                                 | first lien senior secured
    notes(4)(5)(6)(10)(11)    |  |                      | 2,650,022  |      |            | 2,588,172    |  |                   
|(F/K/A “DG Fastchannel,
    Inc.”)    |  |                                 |                                                 | (7.25%, due July 26,
    2018)                          |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   
|Drew Marine Partners                  |  | shipping and
    transportation | first lien senior secured
    notes(4)(5)(6)(9) |                                                         |  | 3,368,750            |            |      | 3,344,149  |              |  | 3,394,016         
|                                      |  |                                 |                                                 | (6.25%, due September
    1, 2014)                      |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   
|Edmentum, Inc.                        |  | education                       |                                                 | first lien senior secured notes(4)(5)(6)(9)(10)         |  |                      | 6,792,073  |      |            | 6,718,577    |  |                   
|(F/K/A “Plato, Inc.”)                 |  |                                 |                                                 | (6.00%, due May 17, 2018)                               |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   
|Endurance International
    Group     |  | web hosting                     |                                                 | first lien senior secured
    notes(4)(5)(6)(9)(10)(14) |  |                      | 9,975,000  |      |            | 9,878,317    |  |                   
|                                      |  |                                 |                                                 | (6.25%, due November
    9, 2019)                       |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 | second lien senior secured
    notes(4)(5)(14)          |  |                      | 18,000,000 |      |            | 17,826,128   |  |                   
|                                      |  |                                 |                                                 | (10.25%, due May 9,
    2020)                           |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   
|First American Payment
    Systems    |  | financial intermediaries        |                                                 | first lien senior secured
    notes(4)(5)(6)(10)        |  |                      | 3,990,000  |      |            | 3,994,787    |  |                   
|                                      |  |                                 |                                                 | (5.75%, due October
    4, 2018)                        |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 | second lien senior secured
    notes(4)(5)(10)          |  |                      | 15,000,000 |      |            | 14,714,936   |  |                   
|                                      |  |                                 |                                                 | (10.75%, due April 12,
    2019)                        |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   
|First Data Corporation                |  | financial intermediaries        |                                                 | first lien senior secured
    notes(4)(5)(9)(10)        |  |                      | 16,050,721 |      |            | 15,988,692   |  |                   
|                                      |  |                                 |                                                 | (5.20%, due March 24,
    2017)                         |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 | tranche B term loan(4)(9)(10)                           |  |                      | 880,952    |      |            | 880,952      |  |                   
|                                      |  |                                 |                                                 | (5.20%, due September
    24, 2018)                     |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   
|Genutec Business Solutions            |  | interactive
    voice messaging | senior secured notes(5)(7)                      |                                                         |  | 3,476,000            |            |      | 3,211,014  |              |  | -                 
|                                      |  | services                        |                                                 | (0.0%, due October 30,
    2014)                        |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   
|Global Tel Link Corp                  |  | telecommunication
    services  | senior secured notes(4)(5)(6)(9)(10)            |                                                         |  | 11,101,589           |            |      | 11,109,421 |              |  | 11,122,460        
|                                      |  |                                 |                                                 | (6.00%, due December
    14,  2017)                     |  |                      |            |      |            |              |  |                   
|                                      |  |                                 |                                                 |                                                         |  |                      |            |      |            |              |  |                   





(Continued on next page)



See Accompanying Notes.





4









|TICC
    CAPITAL CORP.Consolidated Schedule of Investments
    -(Continued)
|---------------------------------------------------------------------------
|MARCH
    31, 2013                                                         
|(unaudited)                                                                





|COMPANY(1)                         |  | INDUSTRY                   |  | INVESTMENT                                         |  | PRINCIPAL
    AMOUNT |            |  | COST |   |            | FAIR
    VALUE(2) |  |   | %
    of NetAssets | 
|---------------------------------- |  | -------------------------- |  | -------------------------------------------------- |  | -------------------- | ---------- |  | ---- | - | ---------- | ----------------- |  | - | ------------------ | 
|Senior Secured Notes - (continued) |  |                            |  |                                                    |  |                      |            |  |      |   |            |                   |  |   |                    | 
|Grede Holdings LLC                 |  | auto parts manufacturer    |  | senior secured notes(4)(5)(6)(9)(10)               |  | $                    | 8,371,429  |  |      | $ | 8,283,937  |                   |  | $ | 8,434,214          | 
|                                   |  |                            |  | (7.00%, due April 3, 2017)                         |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  |                                                    |  |                      |            |  |      |   |            |                   |  |   |                    | 
|GXS Worldwide, Inc.                |  | business services          |  | senior secured notes(5)(9)                         |  |                      | 8,000,000  |  |      |   | 7,936,932  |                   |  |   | 8,300,000          | 
|                                   |  |                            |  | (9.75%, due June 15, 2015)                         |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  |                                                    |  |                      |            |  |      |   |            |                   |  |   |                    | 
|Harvard Drug Group, LLC            |  | pharmaceutical             |  | senior secured notes(4)(5)(6)(10)                  |  |                      | 3,469,565  |  |      |   | 3,469,565  |                   |  |   | 3,517,272          | 
|                                   |  |                            |  | (5.00%, due October 29, 2019)                      |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  |                                                    |  |                      |            |  |      |   |            |                   |  |   |                    | 
|Healogics, Inc.                    |  | healthcare                 |  | senior secured notes(4)(5)(10)                     |  |                      | 3,333,333  |  |      |   | 3,316,972  |                   |  |   | 3,367,500          | 
|(F/K/A “National Healing Corp.”)   |  |                            |  | (5.25%, due February 5, 2019)                      |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  |                                                    |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  | second lien senior secured notes(4)(5)             |  |                      | 4,000,000  |  |      |   | 3,960,464  |                   |  |   | 4,110,000          | 
|                                   |  |                            |  | (9.25%, due February 5, 2020)                      |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  |                                                    |  |                      |            |  |      |   |            |                   |  |   |                    | 
|HHI Holdings LLC                   |  | auto parts manufacturer    |  | senior secured notes(4)(5)(6)(10)                  |  |                      | 4,310,532  |  |      |   | 4,273,194  |                   |  |   | 4,369,802          | 
|                                   |  |                            |  | (5.00%, due October 5, 2018)                       |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  |                                                    |  |                      |            |  |      |   |            |                   |  |   |                    | 
|Hoffmaster Group, Inc.             |  | retail                     |  | first lien senior secured notes(4)(5)(6)(9)(10)    |  |                      | 6,684,258  |  |      |   | 6,659,153  |                   |  |   | 6,671,758          | 
|                                   |  |                            |  | (6.50%, due January 3, 2018)                       |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  |                                                    |  |                      |            |  |      |   |            |                   |  |   |                    | 
|Immucor, Inc.                      |  | healthcare                 |  | senior secured term B notes(4)(5)(6)(9)            |  |                      | 4,432,809  |  |      |   | 4,300,342  |                   |  |   | 4,485,471          | 
|                                   |  |                            |  | (5.00% , due August 19, 2018)                      |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  |                                                    |  |                      |            |  |      |   |            |                   |  |   |                    | 
|Infor (US), Inc.                   |  | enterprise software        |  | first lien senior secured notes(4)(5)(6)(10)       |  |                      | 2,985,000  |  |      |   | 2,996,729  |                   |  |   | 3,030,521          | 
|(F/K/A “Lawson Software Inc.)      |  |                            |  | (5.25% , due April 5, 2018)                        |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  |                                                    |  |                      |            |  |      |   |            |                   |  |   |                    | 
|Integra Telecom Holdings, Inc      |  | telecommunication services |  | first lien senior secured notes(4)(5)(9)(10)       |  |                      | 7,480,000  |  |      |   | 7,428,020  |                   |  |   | 7,574,697          | 
|                                   |  |                            |  | (6.00%, due February 15, 2019)                     |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  |                                                    |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  | second lien senior secured notes(4)                |  |                      | 7,000,000  |  |      |   | 7,000,000  |                   |  |   | 7,177,940          | 
|                                   |  |                            |  | (9.75%, due February 15, 2020)                     |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  |                                                    |  |                      |            |  |      |   |            |                   |  |   |                    | 
|InfoNXX, Inc                       |  | telecommunication services |  | second lien senior secured notes(4)(5)(6)(9)       |  |                      | 4,760,000  |  |      |   | 4,683,712  |                   |  |   | 4,614,630          | 
|                                   |  |                            |  | (6.45% , due December 1, 2013)                     |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  |                                                    |  |                      |            |  |      |   |            |                   |  |   |                    | 
|Jackson Hewitt Tax Service, Inc.   |  | consumer services          |  | first lien senior secured notes(4)(5)(9)(10)       |  |                      | 25,000,000 |  |      |   | 24,071,498 |                   |  |   | 25,500,000         | 
|                                   |  |                            |  | (10.00%, due October 16, 2017)                     |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  |                                                    |  |                      |            |  |      |   |            |                   |  |   |                    | 
|Mercury Payment Systems, LLC       |  | financial intermediaries   |  | senior secured notes(4)(6)(9)(10)                  |  |                      | 4,925,042  |  |      |   | 4,925,042  |                   |  |   | 4,974,292          | 
|                                   |  |                            |  | (5.50%, due July 1, 2017)                          |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  |                                                    |  |                      |            |  |      |   |            |                   |  |   |                    | 
|Merrill Communications, LLC        |  | printing and publishing    |  | first lien senior secured notes(4)(5)(10)(14)      |  |                      | 14,000,000 |  |      |   | 13,930,012 |                   |  |   | 13,989,500         | 
|                                   |  |                            |  | (7.25%, due March 8, 2018)                         |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  |                                                    |  |                      |            |  |      |   |            |                   |  |   |                    | 
|Mirion Technologies, Inc           |  | utilities                  |  | senior secured notes(4)(5)(6)(9)                   |  |                      | 2,458,204  |  |      |   | 2,415,509  |                   |  |   | 2,470,495          | 
|                                   |  |                            |  | (6.25%, due March 30, 2018)                        |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  |                                                    |  |                      |            |  |      |   |            |                   |  |   |                    | 
|Mmodal, Inc.                       |  | healthcare                 |  | first lien senior secured notes(4)(5)(6)(9)(10)    |  |                      | 9,950,562  |  |      |   | 9,843,085  |                   |  |   | 9,596,123          | 
|                                   |  |                            |  | (6.75%, due August 17, 2019)                       |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  |                                                    |  |                      |            |  |      |   |            |                   |  |   |                    | 
|NAB Holdings, LLC                  |  | financial intermediaries   |  | first lien senior secured notes(4)(5)(6)(9)(10)    |  |                      | 8,662,500  |  |      |   | 8,632,056  |                   |  |   | 8,749,125          | 
|                                   |  |                            |  | (7.00%, due April 24, 2018)                        |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  |                                                    |  |                      |            |  |      |   |            |                   |  |   |                    | 
|National Vision, Inc.              |  | retail                     |  | senior secured term B notes(4)(5)(6)(9)(10)        |  |                      | 5,266,667  |  |      |   | 5,212,546  |                   |  |   | 5,319,334          | 
|                                   |  |                            |  | (7.00%, due August 2, 2018)                        |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  |                                                    |  |                      |            |  |      |   |            |                   |  |   |                    | 
|New Breed Logistics                |  | logistics                  |  | senior secured term B notes(4)(5)(9)(10)           |  |                      | 9,975,000  |  |      |   | 9,965,516  |                   |  |   | 10,024,875         | 
|                                   |  |                            |  | (6.00%, due October 1, 2019)                       |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  |                                                    |  |                      |            |  |      |   |            |                   |  |   |                    | 
|Nextag, Inc.                       |  | retail                     |  | senior secured notes(4)(5)(6)(9)(10)               |  |                      | 14,763,960 |  |      |   | 14,364,057 |                   |  |   | 13,435,204         | 
|                                   |  |                            |  | (7.00%, due January 27, 2016)                      |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  |                                                    |  |                      |            |  |      |   |            |                   |  |   |                    | 
|Pegasus Solutions, Inc.            |  | enterprise software        |  | first lien senior secured notes(3)(4)(5)(6)(9)(10) |  |                      | 8,891,827  |  |      |   | 8,861,621  |                   |  |   | 8,847,368          | 
|                                   |  |                            |  | (7.75% cash/0.75% PIK, due April 17, 2013)         |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  |                                                    |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  | second lien senior secured notes(3)(5)(6)          |  |                      | 6,806,299  |  |      |   | 5,858,258  |                   |  |   | 6,571,482          | 
|                                   |  |                            |  | (0.00% Cash/13.00% PIK, due April 15, 2014)        |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  |                                                    |  |                      |            |  |      |   |            |                   |  |   |                    | 
|Petco, Inc.                        |  | retail                     |  | senior secured notes(4)(5)(6)(9)                   |  |                      | 4,936,869  |  |      |   | 4,751,258  |                   |  |   | 4,997,987          | 
|                                   |  |                            |  | (4.00%, due November 24, 2017)                     |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  |                                                    |  |                      |            |  |      |   |            |                   |  |   |                    | 
|Philips Plastics Corporation       |  | healthcare                 |  | senior secured notes(4)(5)(6)(9)                   |  |                      | 2,962,500  |  |      |   | 2,942,959  |                   |  |   | 2,977,313          | 
|                                   |  |                            |  | (4.75%, due February 12, 2017)                     |  |                      |            |  |      |   |            |                   |  |   |                    | 
|                                   |  |                            |  |                                                    |  |                      |            |  |      |   |            |                   |  |   |                    | 
|Presidio IS Corp.                  |  | business services          |  | senior secured notes(4)(5)(6)(9)(10)               |  |                      | 9,950,000  |  |      |   | 9,923,559  |                   |  |   | 9,999,750          | 
|                                   |  |                            |  | (5.75%, due March 31, 2017)                        |  |                      |            |  |      |   |            |                   |  |   |                    | 



|(Continued on next page) |  |  |  |  |  |  |  |  |  |  |  |  | 
|------------------------ |  |  |  |  |  |  |  |  |  |  |  |  | 



See Accompanying Notes.





5









|TICC CAPITAL CORP.                                
|--------------------------------------------------
|CONSOLIDATED SCHEDULE OF INVESTMENTS - (Continued)
|MARCH 31, 2013                                    
|(unaudited)                                       





|COMPANY(1)                             |  | INDUSTRY                   |  | INVESTMENT                                          |  | PRINCIPAL
    AMOUNT |            |  | COST |   |             | FAIR
    VALUE(2) |  |   | %
    of Net Assets | 
|-------------------------------------- |  | -------------------------- |  | --------------------------------------------------- |  | -------------------- | ---------- |  | ---- | - | ----------- | ----------------- |  | - | ------------------- | 
|Senior
    Secured Notes - (continued) |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|Radnet
    Management, Inc.            |  | medical
    services       |  | senior
    secured notes(4)(6)(10)                  |  | $                    | 3,980,000  |  |      | $ | 3,991,766   |                   |  | $ | 4,027,282           | 
|                                       |  |                            |  | (5.50%, due October 10, 2018)                       |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|RBS Holding Company                    |  | printing and publishing    |  | term B senior secured
    notes(4)(5)(6)(7)(9)(13)  |  |                      | 22,714,555 |  |      |   | 10,491,365  |                   |  |   | 7,802,450           | 
|                                       |  |                            |  | (0.0%, due March 23, 2017)                          |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|Renaissance Learning                   |  | education                  |  | senior secured notes(4)(5)(6)(9)(10)                |  |                      | 9,950,000  |  |      |   | 9,876,938   |                   |  |   | 10,030,894          | 
|                                       |  |                            |  | (5.75%, due November 13, 2018)                      |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|Renfro Corporation                     |  | clothing                   |  | senior secured notes(4)(9)(10)                      |  |                      | 4,666,667  |  |      |   | 4,696,543   |                   |  |   | 4,713,333           | 
|                                       |  |                            |  | (5.75%, due January 30, 2019)                       |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|Roundys Supermarkets,
    Inc.         |  | grocery                    |  | term B senior secured
    notes(4)(5)(6)(10)(11)    |  |                      | 8,950,353  |  |      |   | 8,596,976   |                   |  |   | 8,908,823           | 
|                                       |  |                            |  | (5.75%, due February 13, 2019)                      |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|SCS Holdings I Inc.                    |  | electronics                |  | second lien senior
    secured notes(4)(5)(6)(9)    |  |                      | 4,384,615  |  |      |   | 4,342,445   |                   |  |   | 4,472,307           | 
|(Sirius Computer Solutions, Inc.)      |  |                            |  | (7.00%, due December 7, 2018)                       |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|Securus Technologies,
    Inc.         |  | telecommunication services |  | second lien senior
    secured notes(4)(5)(9)       |  |                      | 5,400,000  |  |      |   | 5,313,598   |                   |  |   | 5,535,000           | 
|                                       |  |                            |  | (10.75%, due May 18, 2018)                          |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|Sesac Holdco II LLC                    |  | radio and television       |  | first lien senior secured
    notes(4)(5)(6)(10)    |  |                      | 8,299,200  |  |      |   | 8,359,313   |                   |  |   | 8,361,444           | 
|                                       |  |                            |  | (6.00%, due February 8, 2019)                       |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  | second lien senior
    secured notes(4)(5)          |  |                      | 2,000,000  |  |      |   | 1,970,268   |                   |  |   | 2,040,000           | 
|                                       |  |                            |  | (10.00%, due June 28, 2019)                         |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|Six3 Systems, Inc.                     |  | IT consulting              |  | term B senior secured
    notes(4)(5)(6)(9)(10)     |  |                      | 10,972,500 |  |      |   | 10,884,350  |                   |  |   | 11,027,363          | 
|                                       |  |                            |  | (7.00%, due October 4, 2019)                        |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|Skillsoft Corporation                  |  | business services          |  | senior secured notes(4)(5)(6)(10)                   |  |                      | 2,783,428  |  |      |   | 2,800,189   |                   |  |   | 2,813,573           | 
|                                       |  |                            |  | (5.00%, due May 26, 2017)                           |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|Source Hov, LLC                        |  | business services          |  | first lien senior secured
    notes(4)(5)(6)(9)     |  |                      | 4,987,310  |  |      |   | 4,937,605   |                   |  |   | 4,947,412           | 
|                                       |  |                            |  | (6.63%, due April 29, 2017)                         |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  | second lien senior
    secured notes(4)(5)(10)      |  |                      | 12,000,000 |  |      |   | 11,064,166  |                   |  |   | 12,000,000          | 
|                                       |  |                            |  | (10.50%, due April 29, 2018)                        |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|Sportsman's Warehouse
    Holdings     |  | retail                     |  | first lien senior secured
    notes(4)(5)(6)(9)(10) |  |                      | 7,980,000  |  |      |   | 7,903,651   |                   |  |   | 8,019,900           | 
|                                       |  |                            |  | (8.50%, due November 13, 2018)                      |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|Sterling Infosystems,
    Inc.         |  | business services          |  | senior secured notes(4)(5)(6)(9)                    |  |                      | 2,729,375  |  |      |   | 2,683,105   |                   |  |   | 2,729,375           | 
|                                       |  |                            |  | (5.75%, due February 1, 2018)                       |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|STG-Fairway Acquisitions, Inc.         |  | business services          |  | first lien senior secured notes(4)(5)(9)(10)        |  |                      | 9,375,000  |  |      |   | 9,281,857   |                   |  |   | 9,357,469           | 
|                                       |  |                            |  | (6.25%, due February 28, 2019)                      |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|Stratus Technologies,
    Inc.         |  | computer hardware          |  | first lien high yield
    notes(5)(9)               |  |                      | 9,520,000  |  |      |   | 9,078,847   |                   |  |   | 9,520,000           | 
|                                       |  |                            |  | (12.00%, due March 29, 2015)                        |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|Sumtotal Systems, Inc.                 |  | business services          |  | first lien senior secured
    notes(4)(5)(6)(9)     |  |                      | 4,987,500  |  |      |   | 4,939,862   |                   |  |   | 4,984,408           | 
|                                       |  |                            |  | (6.25%, due November 16, 2018)                      |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  | second lien senior
    secured notes(4)(5)(10)      |  |                      | 11,250,000 |  |      |   | 11,031,361  |                   |  |   | 11,123,438          | 
|                                       |  |                            |  | (10.25%, due May 16, 2019)                          |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|Teleguam Holdings LLC                  |  | telecommunication services |  | second lien senior
    secured notes(4)(5)(9)       |  |                      | 4,687,500  |  |      |   | 4,651,984   |                   |  |   | 4,687,500           | 
|                                       |  |                            |  | (9.75%, due June 9, 2017)                           |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|Travelclick Inc                        |  | travel                     |  | first lien senior secured
    notes(4)(5)(9)(10)    |  |                      | 10,583,000 |  |      |   | 10,530,085  |                   |  |   | 10,569,771          | 
|                                       |  |                            |  | (5.75%, due March 16, 2016)                         |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|Trinet Group, Inc.                     |  | business services          |  | first lien senior secured
    notes(4)(5)(6)(9)(10) |  |                      | 4,987,500  |  |      |   | 4,963,950   |                   |  |   | 5,024,906           | 
|                                       |  |                            |  | (6.50%, due October 24, 2018)                       |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|Unitek Global Services,
    Inc.       |  | IT consulting              |  | tranche B term loan
    (4)(5)(6)(9)(10)            |  |                      | 10,817,500 |  |      |   | 10,580,903  |                   |  |   | 10,709,325          | 
|                                       |  |                            |  | (9.00%, due April 15, 2018)                         |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|US FT HoldCo. Inc.                     |  | financial intermediaries   |  | senior secured notes(4)(6)(9)(10)                   |  |                      | 5,925,000  |  |      |   | 5,925,000   |                   |  |   | 5,962,031           | 
|(A/K/A Fundtech)                       |  |                            |  | (5.75%, due November 30,  2017)                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|Vision Solutions                       |  | software                   |  | second lien senior
    secured notes(4)(5)(9)(10)   |  |                      | 10,000,000 |  |      |   | 9,925,614   |                   |  |   | 9,800,000           | 
|                                       |  |                            |  | (9.50%, due July 23, 2016)                          |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|Wall Street Systems                    |  | financial intermediaries   |  | first lien senior secured
    notes(4)(5)(6)(9)(10) |  |                      | 4,987,500  |  |      |   | 4,915,516   |                   |  |   | 5,043,609           | 
|                                       |  |                            |  | (5.75%, due October 25, 2019)                       |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  | second lien senior
    secured notes(4)(5)          |  |                      | 10,000,000 |  |      |   | 9,806,418   |                   |  |   | 10,050,000          | 
|                                       |  |                            |  | (9.25%, due October 23, 2020)                       |  |                      |            |  |      |   |             |                   |  |   |                     | 
|                                       |  |                            |  |                                                     |  |                      |            |  |      |   |             |                   |  |   |                     | 
|Web.Com
    Group, Inc.                |  | web
    hosting            |  | senior
    secured notes(4)(5)(6)(9)(10)(11)        |  |                      | 5,926,329  |  |      |   | 5,870,027   |                   |  |   | 5,970,776           | 
|                                       |  |                            |  | (5.50%, due October 27, 2017)                       |  |                      |            |  |      |   |             |                   |  |   |                     | 
|Total
    Senior Secured Notes         |  |                            |  |                                                     |  |                      |            |  |      | $ | 572,390,331 |                   |  | $ | 574,398,779         | 





|(Continued on next page) |  |  |  |  |  |  |  |  |  |  |  | 
|------------------------ |  |  |  |  |  |  |  |  |  |  |  | 





See Accompanying Notes.





6









|TICC CAPITAL CORP.                                
|--------------------------------------------------
|CONSOLIDATED SCHEDULE OF INVESTMENTS - (Continued)
|MARCH 31, 2013                                    
|(unaudited)                                       





|COMPANY(1)                                                     |  | INDUSTRY               |  | INVESTMENT                               |  | PRINCIPAL
    AMOUNT |            |   | COST        |   |            | FAIR
    VALUE(2) |             |   | %
    of Net Assets | 
|-------------------------------------------------------------- |  | ---------------------- |  | ---------------------------------------- |  | -------------------- | ---------- | - | ----------- | - | ---------- | ----------------- | ----------- | - | ------------------- | 
|Senior
    Unsecured Notes                                     |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Merrill
    Communications, LLC                                |  |                        |  | senior
    unsecured PIK notes(3)(9)(14) |  | $                    | 5,501,851  |   |             | $ | 2,638,676  |                   |             | $ | 5,350,550           | 
|                                                               |  |                        |  | (10.00%
    PIK, due March 8, 2023)      |  |                      |            |   |             |   |            |                   |             |   |                     | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Total
    Senior Unsecured Notes                               |  |                        |  |                                          |  |                      |            |   |             | $ | 2,638,676  |                   |             | $ | 5,350,550           | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Collateralized
    Loan Obligation - Debt Investments          |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Carlyle
    Global Market Strategies 2013-2A F                 |  | structured
    finance |  | CLO
    secured notes(4)(5)(11)(12)      |  |                      | 6,000,000  |   |             |   | 5,100,000  |                   |             |   | 5,100,000           | 
|                                                               |  |                        |  | (5.68%,
    due April 18, 2025)          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Catamaran
    CLO LTD 2012-1A F                                |  | structured
    finance |  | CLO
    secured notes(4)(5)(11)(12)      |  |                      | 6,000,000  |   |             |   | 5,040,497  |                   |             |   | 5,157,600           | 
|                                                               |  |                        |  | (6.76%,
    due December 20, 2023)       |  |                      |            |   |             |   |            |                   |             |   |                     | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Emporia
    Preferred Funding III CLO 2007-3A, 3X E            |  | structured
    finance |  | CLO
    secured notes(4)(5)(11)(12)      |  |                      | 10,991,000 |   |             |   | 7,883,070  |                   |             |   | 9,092,854           | 
|                                                               |  |                        |  | (4.00%,
    due April 23, 2021)          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|HarbourView
    CLO 2006-1 LTD 6X D                            |  | structured
    finance |  | CLO
    secured notes(4)(5)(11)(12)      |  |                      | 5,000,000  |   |             |   | 3,373,287  |                   |             |   | 4,178,000           | 
|                                                               |  |                        |  | (3.98%,
    due December 27, 2019)       |  |                      |            |   |             |   |            |                   |             |   |                     | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Hewetts
    Island CDO III 2005-1A D                           |  | structured
    finance |  | CLO
    secured notes(4)(5)(6)(11)(12)   |  |                      | 6,337,534  |   |             |   | 3,885,582  |                   |             |   | 6,131,564           | 
|                                                               |  |                        |  | (6.04%,
    due August 9, 2017)          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Hewetts
    Island CDO IV 2006-4 E                             |  | structured
    finance |  | CLO
    secured notes(4)(5)(11)(12)      |  |                      | 7,897,268  |   |             |   | 5,875,471  |                   |             |   | 7,203,888           | 
|                                                               |  |                        |  | (4.84%,
    due May 9, 2018)             |  |                      |            |   |             |   |            |                   |             |   |                     | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Muir
    Grove CLO LTD 2007-1X E                               |  | structured
    finance |  | CLO
    secured notes(4)(5)(11)(12)      |  |                      | 7,690,915  |   |             |   | 6,846,527  |                   |             |   | 7,886,264           | 
|                                                               |  |                        |  | (8.30%,
    due March 25, 2020)          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Total
    Collateralized Loan Obligation  - Debt Investments   |  |                        |  |                                          |  |                      |            | $ | 38,004,434  |   |            | $                 | 44,750,170  |   |                     | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Collateralized
    Loan Obligation - Equity Investments        |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|ACA
    CLO 2006-2, Limited Pef                                |  | structured
    finance |  | CLO
    preferred equity(11)(12)         |  |                      | -          |   |             |   | 2,200,000  |                   |             |   | 4,037,500           | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|ACA
    CLO 2007-1a Sub                                        |  | structured
    finance |  | CLO
    subordinated notes(11)(12)       |  |                      | -          |   |             |   | 10,583,500 |                   |             |   | 10,980,000          | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|ACAS
    CLO 2012-1A Sub                                       |  | structured
    finance |  | CLO
    subordinated notes(11)(12)       |  |                      | -          |   |             |   | 4,050,000  |                   |             |   | 4,250,000           | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|AMMC
    CLO XII, Limited 2013-12 Sub                          |  | structured
    finance |  | CLO
    subordinated notes(11)(12)       |  |                      | -          |   |             |   | 9,949,500  |                   |             |   | 9,949,500           | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|ARES
    XXVI CLO Ltd. 2013-26 Sub                             |  | structured
    finance |  | CLO
    subordinated notes(11)(12)       |  |                      | -          |   |             |   | 15,234,375 |                   |             |   | 15,234,375          | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Canaras
    Summit CLO 2007-1A Ltd Inc.                        |  | structured
    finance |  | CLO
    income notes(11)(12)             |  |                      | -          |   |             |   | 4,355,000  |                   |             |   | 4,950,000           | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Carlyle
    Global Market Strategies 2013-2 Sub                |  | structured
    finance |  | CLO
    subordinated notes(11)(12)       |  |                      | -          |   |             |   | 7,955,000  |                   |             |   | 7,955,000           | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Catamaran
    CLO LTD 2012-1A Sub                              |  | structured
    finance |  | CLO
    subordinated notes(11)(12)       |  |                      | -          |   |             |   | 20,075,000 |                   |             |   | 20,020,000          | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Cedar
    Funding II CLO Ltd. 2013-1A Sub                      |  | structured
    finance |  | CLO
    subordinated notes(11)(12)       |  |                      | -          |   |             |   | 15,656,250 |                   |             |   | 15,656,250          | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Columbus
    Park CDO Ltd. 2008-1A Sub                         |  | structured
    finance |  | CLO
    subordinated notes(11)(12)       |  |                      | -          |   |             |   | 8,150,000  |                   |             |   | 8,150,000           | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Galaxy
    XV CLO Ltd. 2013-15A Sub                            |  | structured
    finance |  | CLO
    subordinated notes(11)(12)       |  |                      | -          |   |             |   | 7,012,500  |                   |             |   | 7,012,500           | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Gale
    Force 4 2007-4A CLO Inc.                              |  | structured
    finance |  | CLO
    income notes(11)(12)             |  |                      | -          |   |             |   | 1,965,000  |                   |             |   | 2,790,000           | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|GSC
    Group CDO Fund VIII 2007-8X Sub                        |  | structured
    finance |  | CLO
    subordinated notes(11)(12)       |  |                      | -          |   |             |   | 4,110,000  |                   |             |   | 6,288,000           | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Halcyon
    Loan Advisors Funding 2012-2A Sub                  |  | structured
    finance |  | CLO
    subordinated notes(11)(12)       |  |                      | -          |   |             |   | 6,750,000  |                   |             |   | 7,275,000           | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|HarbourView
    CLO 2006-1 LTD 6A Sub                          |  | structured
    finance |  | CLO
    subordinated notes(11)(12)       |  |                      | -          |   |             |   | 3,639,870  |                   |             |   | 3,889,600           | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Jersey
    Street CLO 2006-1A LTD                              |  | structured
    finance |  | CLO
    income notes(11)(12)             |  |                      | -          |   |             |   | 4,924,238  |                   |             |   | 5,101,688           | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Kingsland
    LTD 2007-4X Sub                                  |  | structured
    finance |  | CLO
    income notes(11)(12)             |  |                      | -          |   |             |   | 402,500    |                   |             |   | 538,550             | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Lightpoint
    CLO III 2005-3X  Inc.                           |  | structured
    finance |  | CLO
    income notes(11)(12)             |  |                      | -          |   |             |   | 3,330,000  |                   |             |   | 3,154,500           | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Lightpoint
    CLO VII LTD 2007-7X, 7A Sub                     |  | structured
    finance |  | CLO
    subordinated notes(11)(12)       |  |                      | -          |   |             |   | 1,562,500  |                   |             |   | 1,331,000           | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Lightpoint
    CLO VIII LTD 2007-8A Sub                        |  | structured
    finance |  | CLO
    subordinated notes(11)(12)       |  |                      | -          |   |             |   | 4,612,500  |                   |             |   | 3,975,000           | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Marea
    CLO 2012-1A Inc.                                     |  | structured
    finance |  | CLO
    income notes(11)(12)             |  |                      | -          |   |             |   | 10,934,215 |                   |             |   | 10,995,300          | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Marlborough
    Street 2007-1A Inc.                            |  | structured
    finance |  | CLO
    income notes(11)(12)             |  |                      | -          |   |             |   | 1,739,000  |                   |             |   | 1,715,500           | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Octagon
    Investment Partners XI 2007-1A Inc.                |  | structured
    finance |  | CLO
    income notes(11)(12)             |  |                      | -          |   |             |   | 2,434,163  |                   |             |   | 2,846,250           | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Rampart
    CLO 2007-1A Sub                                    |  | structured
    finance |  | CLO
    subordinated notes(11)(12)       |  |                      | -          |   |             |   | 3,412,500  |                   |             |   | 2,870,000           | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Sargas
    CLO 2006 -1A Sub                                    |  | structured
    finance |  | CLO
    subordinated notes(11)(12)       |  |                      | -          |   |             |   | 4,945,500  |                   |             |   | 6,110,500           | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Sheridan
    Square CLO Ltd. 2013-1A Inc.                      |  | structured
    finance |  | CLO
    subordinated notes(11)(12)       |  |                      | -          |   |             |   | 4,136,511  |                   |             |   | 4,136,511           | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Stone
    Tower CLO VII LTD 2007-7X Sub                        |  | structured
    finance |  | CLO
    subordinated notes(11)(12)       |  |                      | -          |   |             |   | 12,739,000 |                   |             |   | 12,420,000          | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Telos
    CLO 2013-3A Sub                                      |  | structured
    finance |  | CLO
    subordinated notes(11)(12)       |  |                      | -          |   |             |   | 8,633,333  |                   |             |   | 8,633,333           | 
|                                                               |  |                        |  |                                          |  |                      |            |   |             |   |            |                   |             |   |                     | 
|Total
    Collateralized Loan Obligation  - Equity Investments |  |                        |  |                                          |  |                      |            | $ | 185,491,955 |   |            | $                 | 192,265,857 |   |                     | 



|(Continued
    on next page) |  |  |  |  |  |  |  |  |  |  |  | 
|---------------------------- |  |  |  |  |  |  |  |  |  |  |  | 



See Accompanying Notes.





7









TICC CAPITAL CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS
- (Continued)

MARCH 31, 2013

(unaudited)





|COMPANY(1)                                         |  | INDUSTRY                        |  | INVESTMENT                               |  | PRINCIPAL
    AMOUNT |   |  | COST |   |             | FAIR
    VALUE(2) |  |   | %
    of Net Assets | 
|-------------------------------------------------- |  | ------------------------------- |  | ---------------------------------------- |  | -------------------- | - |  | ---- | - | ----------- | ----------------- |  | - | ------------------- | 
|Common Stock                                       |  |                                 |  |                                          |  |                      |   |  |      |   |             |                   |  |   |                     | 
|Algorithmic
    Implementations, Inc.              |  | software                        |  | common
    stock                         |  | $                    | - |  |      | $ | 3,000,000   |                   |  | $ | 2,150,000           | 
|(d/b/a
    "Ai Squared")                           |  |                                 |  |                                          |  |                      |   |  |      |   |             |                   |  |   |                     | 
|                                                   |  |                                 |  |                                          |  |                      |   |  |      |   |             |                   |  |   |                     | 
|Integra
    Telecom Holdings, Inc.                 |  | telecommunication
    services  |  | common stock(7)                          |  |                      | - |  |      |   | 1,712,397   |                   |  |   | 2,362,451           | 
|                                                   |  |                                 |  |                                          |  |                      |   |  |      |   |             |                   |  |   |                     | 
|Merrill
    Communications, LLC                    |  | printing
    and publishing     |  | common equity(7)(9)(14)                  |  |                      | - |  |      |   | 3,425,244   |                   |  |   | 7,007,612           | 
|                                                   |  |                                 |  |                                          |  |                      |   |  |      |   |             |                   |  |   |                     | 
|Pegasus
    Solutions, Inc.                        |  | enterprise
    software         |  | common equity(7)                         |  |                      | - |  |      |   | 62,595      |                   |  |   | -                   | 
|                                                   |  |                                 |  |                                          |  |                      |   |  |      |   |             |                   |  |   |                     | 
|Stratus
    Technologies, Inc.                     |  | computer
    hardware           |  | common equity(7)                         |  |                      | - |  |      |   | 377,928     |                   |  |   | -                   | 
|                                                   |  |                                 |  |                                          |  |                      |   |  |      |   |             |                   |  |   |                     | 
|Total
    Common Stock Investments                 |  |                                 |  |                                          |  |                      | - |  |      | $ | 8,578,164   |                   |  | $ | 11,520,063          | 
|                                                   |  |                                 |  |                                          |  |                      |   |  |      |   |             |                   |  |   |                     | 
|Preferred
    Equity                               |  |                                 |  |                                          |  |                      | - |  |      |   |             |                   |  |   |                     | 
|                                                   |  |                                 |  |                                          |  |                      |   |  |      |   |             |                   |  |   |                     | 
|GenuTec
    Business Solutions, Inc.               |  | interactive
    voice messaging |  | convertible
    preferred stock(7)       |  |                      | - |  |      |   | 1,500,000   |                   |  |   | -                   | 
|                                                   |  | services                        |  |                                          |  |                      |   |  |      |   |             |                   |  |   |                     | 
|                                                   |  |                                 |  |                                          |  |                      |   |  |      |   |             |                   |  |   |                     | 
|Pegasus
    Solutions, Inc.                        |  | enterprise
    software         |  | preferred equity(3)                      |  |                      | - |  |      |   | 1,536,831   |                   |  |   | 1,626,100           | 
|                                                   |  |                                 |  | (14.00% PIK dividend)                    |  |                      |   |  |      |   |             |                   |  |   |                     | 
|                                                   |  |                                 |  |                                          |  |                      |   |  |      |   |             |                   |  |   |                     | 
|Stratus
    Technologies, Inc.                     |  | computer
    hardware           |  | preferred equity(7)                      |  |                      | - |  |      |   | 186,622     |                   |  |   | 424,680             | 
|                                                   |  |                                 |  |                                          |  |                      |   |  |      |   |             |                   |  |   |                     | 
|Total
    Preferred Equity Investments             |  |                                 |  |                                          |  |                      |   |  |      | $ | 3,223,453   |                   |  | $ | 2,050,780           | 
|                                                   |  |                                 |  |                                          |  |                      |   |  |      |   |             |                   |  |   |                     | 
|Warrants                                           |  |                                 |  |                                          |  |                      |   |  |      |   |             |                   |  |   |                     | 
|                                                   |  |                                 |  |                                          |  |                      |   |  |      |   |             |                   |  |   |                     | 
|Band Digital
    Inc. (F/K/A “WHITTMANHART, Inc.”) |  | IT Consulting                   |  | warrants to purchase common stock(7)     |  |                      | - |  |      |   | -           |                   |  |   | -                   | 
|                                                   |  |                                 |  |                                          |  |                      |   |  |      |   |             |                   |  |   |                     | 
|Fusionstorm,
    Inc.                              |  | IT
    value-added reseller     |  | warrants
    to purchase common stock(7) |  |                      | - |  |      |   | 725,000     |                   |  |   | 542,649             | 
|                                                   |  |                                 |  |                                          |  |                      |   |  |      |   |             |                   |  |   |                     | 
|Total
    Warrants                                 |  |                                 |  |                                          |  |                      |   |  |      | $ | 725,000     |                   |  | $ | 542,649             | 
|                                                   |  |                                 |  |                                          |  |                      |   |  |      |   |             |                   |  |   |                     | 
|Total
    Investments                              |  |                                 |  |                                          |  |                      |   |  |      | $ | 811,052,013 |                   |  | $ | 830,878,848         | 



---







| | (1) | Other than Algorithmic Implementation, Inc. (d/b/a Ai
Squared), which we may be deemed to control, we do not "control" and are not an "affiliate" of any of our
portfolio companies, each as defined in the Investment Company Act of 1940 (the "1940 Act"). In general, under the 1940
Act, we would be presumed to "control" a portfolio company if we owned 25% or more of its voting securities and would
be an "affiliate" of a portfolio company if we owned 5% or more of its voting securities.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | (2) | Fair value is determined in good faith by the Board of
Directors of the Company.
| | --- | --------------------------------------------------------------------------------





| | (3) | Portfolio includes $23,168,194 of principal
                                                                                amount of debt investments which contain a PIK
                                                                                provision. Portfolio also includes one preferred
                                                                                equity position which contains a PIK dividend
                                                                                provision.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | (4) | Notes bear interest at variable rates.
| | --- | --------------------------------------





| | (5) | Cost value reflects accretion of original issue discount
or market discount.
| | --- | ----------------------------------------------------------------------------





| | (6) | Cost value reflects repayment of principal.
| | --- | -------------------------------------------





| | (7) | Non-income producing at the relevant period end.
| | --- | ------------------------------------------------





| | (8) | Aggregate gross unrealized appreciation for federal income
tax purposes is $34,067,382; aggregate gross unrealized depreciation for federal income tax purposes is $32,483,398. Net unrealized
appreciationis $1,583,984 based upon a tax cost basis of $829,294,925.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | (9) | All or a portion of this investment represents TICC CLO
LLC collateral.
| | --- | -----------------------------------------------------------------------





| | (10) | All or a portion of this investment represents TICC CLO
2012-1 LLC collateral.
| | ---- | ------------------------------------------------------------------------------





| | (11) | Indicates assets that the Company believes
                                                                                 do not represent "qualifying assets"
                                                                                 under Section 55(a) of the Investment Company
                                                                                 Act of 1940, as amended. Qualifying assets must
                                                                                 represent at least 70% of the Company's total
                                                                                 assets at the time of acquisition of any additional
                                                                                 non-qualifying assets.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | (12) | Investment not domiciled in the United States.
| | ---- | ----------------------------------------------





| | (13) | Debt investment on non-accrued status at the relevant
period end.
| | ---- | -----------------------------------------------------------------



| | (14) | Aggregate investments represent greater
                                                                                 than 5% of net assets.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------





|See Accompanying Notes.
|-----------------------





8









TICC CAPITAL CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2012



|COMPANY
    (1)                                            |  | INDUSTRY |                                          | INVESTMENT |  | PRINCIPAL
    AMOUNT |                                                                                   | COST |  | FAIR
    VALUE (2) |            | %
    of NetAssets
|---------------------------------------------------------- |  | -------- | ---------------------------------------- | ---------- |  | -------------------- | --------------------------------------------------------------------------------- | ---- |  | ------------------ | ---------- | ------------------
|Senior Secured Notes                                       |  |          |                                          |            |  |                      |                                                                                   |      |  |                    |            |                   
|Algorithmic Implementations, Inc.
    (d/b/a “Ai Squared”) |  |          | software                                 |            |  |                      | senior secured notes (4)(5)(6)
    (9.84%, due September 11, 2013)                |      |  | $                  | 14,300,000 |                   
|Attachmate Corporation                                     |  |          | enterprise software                      |            |  |                      | senior secured notes (4)(5)(6)
    (9)(10)
    (7.25%, due November 22, 2017)     |      |  |                    | 7,700,000  |                   
|                                                           |  |          |                                          |            |  |                      | second lien senior secured notes (4)(5)(9)
    (11.00%, due November 22, 2018)    |      |  |                    | 13,000,000 |                   
|Band Digital Inc. (F/K/A
    “WHITTMANHART, Inc.”)         |  |          | IT consulting                            |            |  |                      | senior secured notes (4)(6)(7)
    (13)
    (0.0%, due December 31, 2013)         |      |  |                    | 1,901,444  |                   
|Blue Coat System, Inc.                                     |  |          | software                                 |            |  |                      | first lien senior secured notes (4)(5)(9)(10)
    (5.75%, due February 15, 2018)  |      |  |                    | 9,681,618  |                   
|BNY Convergex                                              |  |          | financial intermediaries                 |            |  |                      | second lien senior secured notes (4)(9)
    (8.75%, due December 17, 2017)        |      |  |                    | 1,875,000  |                   
|Compucom Systems, Inc.                                     |  |          | IT outsourcing                           |            |  |                      | first lien senior secured notes (4)(5)(10)
    (6.50%, due October 4, 2018)       |      |  |                    | 5,000,000  |                   
|                                                           |  |          |                                          |            |  |                      | second lien senior secured notes (4)(5)
    (10.25%, due October 4, 2019)         |      |  |                    | 10,000,000 |                   
|Cunningham Lindsey Group Inc.                              |  |          | Insurance                                |            |  |                      | first lien senior secured notes (4)(5)(9)(10)
    (5.00%, due December 10, 2019)  |      |  |                    | 4,000,000  |                   
|                                                           |  |          |                                          |            |  |                      | second lien senior secured notes (4)(5)
    (9.25%, due June 10, 2020)            |      |  |                    | 4,000,000  |                   
|Deltek Systems Inc                                         |  |          | enterprise software                      |            |  |                      | first lien senior secured notes (4)(5)(10)
    (6.00%, due October 10, 2018)      |      |  |                    | 4,650,000  |                   
|                                                           |  |          |                                          |            |  |                      | second lien senior secured notes (4)(5)
    (10.00%, due October 10, 2019)        |      |  |                    | 5,000,000  |                   
|DG Fastchannel Inc                                         |  |          | advertising                              |            |  |                      | first lien senior secured notes (4)(5)(10)
    (5.75%, due July 26, 2018)         |      |  |                    | 2,984,025  |                   
|Drew Marine Partners                                       |  |          | shipping and
    transportation          |            |  |                      | first lien senior secured notes (4)(5)(6)(9)
    (6.25%, due September 1, 2014)   |      |  |                    | 3,412,500  |                   
|Endurance International Group,                             |  |          | web hosting                              |            |  |                      | first lien senior secured notes (4)(5)(9)(10)
    (6.25%, due November 9, 2019)   |      |  |                    | 10,000,000 |                   
|                                                           |  |          |                                          |            |  |                      | second lien senior secured notes (4)(5)
    (10.25%, due May 9, 2020)             |      |  |                    | 18,000,000 |                   
|First American Payment Systems                             |  |          | financial intermediaries                 |            |  |                      | first lien senior secured notes (4)(5)(10)
    (5.75%, due October 4, 2018)       |      |  |                    | 4,000,000  |                   
|                                                           |  |          |                                          |            |  |                      | second lien senior secured notes (4)(5)
    (10.75%, due April 12, 2019)          |      |  |                    | 15,000,000 |                   
|First Data Corporation                                     |  |          | financial intermediaries                 |            |  |                      | first lien senior secured notes (4)(5)(9)(10)
    (5.21%, due March 24, 2017)     |      |  |                    | 10,000,000 |                   
|Genutec Business Solutions                                 |  |          | interactive voice
    messaging services |            |  |                      | senior secured notes (4)(5)(7)
    (0.0%, due October 30, 2014)                   |      |  |                    | 3,476,000  |                   
|Global Tel Link Corp                                       |  |          | telecommunication services               |            |  |                      | senior secured notes (4)(5)(6)
    (9)(10)
    (6.00%, due December 14, 2017)     |      |  |                    | 8,096,192  |                   
|Grede Holdings LLC                                         |  |          | auto parts manufacturer                  |            |  |                      | senior secured notes (4)(5)(6)
    (9)(10)
    (7.00%, due April 3, 2017)         |      |  |                    | 8,371,429  |                   
|GXS Worldwide, Inc.                                        |  |          | business services                        |            |  |                      | senior secured notes (5)(9)
    (9.75%, due June 15, 2015)                        |      |  |                    | 8,000,000  |                   
|Harvard Drug Group, LLC                                    |  |          | pharmaceutical                           |            |  |                      | senior secured notes (4)(5)(10)
    (6.00%, due October 29, 2019)                 |      |  |                    | 3,478,261  |                   
|HHI Holdings LLC                                           |  |          | auto parts manufacturer                  |            |  |                      | senior secured notes (4)(5)(10)
    (6.00%, due October 5, 2018)                  |      |  |                    | 4,500,000  |                   
|Hoffmaster Group, Inc.                                     |  |          | retail                                   |            |  |                      | first lien senior secured notes (4)(5)(6)(9)(10)
    (6.50%, due January 3, 2018) |      |  |                    | 6,824,588  |                   
|Immucor, Inc.                                              |  |          | healthcare                               |            |  |                      | senior secured term B notes (4)(5)(6)
    (9)
    (5.75%, due August 19, 2018)    |      |  |                    | 4,443,919  |                   
|Info USA, Inc.                                             |  |          | enterprise software                      |            |  |                      | first lien senior secured notes (4)(5)(6)(10)
    (5.25%, due April 5, 2018)      |      |  |                    | 2,992,500  |                   
|Integra Telecom Holdings, Inc                              |  |          | telecommunication services               |            |  |                      | first lien senior secured notes (4)(5)(6)(10)
    (9.25%, due April 15, 2015)     |      |  |                    | 7,784,106  |                   



(Continued on
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See Accompanying Notes.





9







TICC CAPITAL CORP.CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)DECEMBER 31, 2012





|COMPANY (1)                          |  | INDUSTRY |                            | INVESTMENT |  | PRINCIPAL
    AMOUNT |                                                                                                    | COST |  | FAIR
    VALUE (2) |            | % of
    NetAssets
|------------------------------------ |  | -------- | -------------------------- | ---------- |  | -------------------- | -------------------------------------------------------------------------------------------------- | ---- |  | ------------------ | ---------- | ------------------
|Senior Secured Notes – (continued)   |  |          |                            |            |  |                      |                                                                                                    |      |  |                    |            |                   
|InfoNXX, Inc                         |  |          | telecommunication services |            |  |                      | second lien senior secured notes (4)(5)(6)(9)
    (6.46%, due December 1, 2013)                    |      |  | $                  | 5,028,800  |                   
|Jackson Hewitt Tax
    Service, Inc. |  |          | consumer services          |            |  |                      | second lien senior secured notes (4)(5)(9)(10)
    (10.00%, due October 16, 2017)                  |      |  |                    | 25,000,000 |                   
|Mercury Payment Systems, LLC         |  |          | financial intermediaries   |            |  |                      | senior secured notes (4)(6)(9)
    (10)
    (5.50%, due July 1, 2017)                              |      |  |                    | 4,937,521  |                   
|Merrill Communications, LLC          |  |          | printing and publishing    |            |  |                      | second lien senior secured notes (3)(4)(5)(9)
    (12.00% cash/5.01% PIK, due November 15, 2013)   |      |  |                    | 6,440,539  |                   
|Mirion Technologies, Inc             |  |          | utilities                  |            |  |                      | senior secured notes (4)(5)(6)
    (9)
    (6.25%, due March 30, 2018)                             |      |  |                    | 2,464,417  |                   
|Mmodal, Inc.                         |  |          | healthcare                 |            |  |                      | first lien senior secured notes (4)(5)(6)(9)(10)
    (6.75%, due August 17, 2019)                  |      |  |                    | 9,975,281  |                   
|National Healing Corp                |  |          | healthcare                 |            |  |                      | senior secured notes (4)(5)(6)
    (9)(10)
    (8.25%, due November 30, 2017)                      |      |  |                    | 10,697,719 |                   
|National Vision, Inc.                |  |          | retail                     |            |  |                      | senior secured term B notes (4)(5)(6)
    (9)(10)
    (7.00%, due August 2, 2018)                  |      |  |                    | 5,293,333  |                   
|New Breed Logistics                  |  |          | logistics                  |            |  |                      | senior secured term B notes (4)(5)(9)
    (10)
    (6.00%, due October 1, 2019)                    |      |  |                    | 10,000,000 |                   
|Nextag, Inc.                         |  |          | retail                     |            |  |                      | senior secured notes (4)(5)(6)
    (9)(10)
    (7.00%, due January 27, 2016)                       |      |  |                    | 15,023,278 |                   
|NAB Holdings, LLC                    |  |          | financial intermediaries   |            |  |                      | first lien senior secured notes (4)(5)(6)(9)(10)
    (7.00%, due April 24, 2018)                   |      |  |                    | 8,775,000  |                   
|Pegasus Solutions, Inc.              |  |          | enterprise software        |            |  |                      | first lien senior secured notes (3)(4)(5)(6)(9)(10)
    (7.75% cash/0.75% PIK, due April 17, 2013) |      |  |                    | 9,029,074  |                   
|                                     |  |          |                            |            |  |                      | second lien senior secured notes (3)(5)(6)
    (0.00% Cash/13.00% PIK, due April 15, 2014)         |      |  |                    | 6,806,299  |                   
|Petco, Inc.                          |  |          | retail                     |            |  |                      | senior secured notes (4)(5)(6)
    (9)
    (4.50%, due November 24, 2017)                          |      |  |                    | 4,949,495  |                   
|Philips Plastics Corporation         |  |          | healthcare                 |            |  |                      | senior secured notes (4)(5)(6)
    (9)
    (6.50%, due February 12, 2017)                          |      |  |                    | 2,962,500  |                   
|Plato, Inc.                          |  |          | education                  |            |  |                      | first lien senior secured notes (4)(5)(6)(9)
    (7.50%, due May 17, 2018)                         |      |  |                    | 4,875,000  |                   
|Presidio IS Corp.                    |  |          | business services          |            |  |                      | senior secured notes (4)(6)(9)
    (10)
    (5.75%, due March 31, 2017)                            |      |  |                    | 9,975,000  |                   
|Radnet Management, Inc.              |  |          | medical services           |            |  |                      | senior secured notes (4)(6)(10)
    (5.50%, due October 10, 2018)                                  |      |  |                    | 3,990,000  |                   
|RBS Holding Company                  |  |          | printing and publishing    |            |  |                      | term B senior secured notes (4)(5)(6)
    (9)
    (9.25%, due March 23, 2017)                      |      |  |                    | 4,912,500  |                   
|Renaissance Learning                 |  |          | education                  |            |  |                      | senior secured notes (4)(5)(6)
    (9)(10)
    (5.75%, due November 13, 2018)                      |      |  |                    | 9,975,000  |                   
|Roundys Supermarkets, Inc.           |  |          | grocery                    |            |  |                      | term B senior secured notes (4)(5)(6)
    (10)(11)
    (5.75%, due February 13, 2019)              |      |  |                    | 3,979,950  |                   
|Rovi Solutions Corp.                 |  |          | digital media              |            |  |                      | senior secured notes (4)(5)(6)
    (10)(11)
    (4.00%, due March 29, 2019)                        |      |  |                    | 2,984,962  |                   
|Securus Technologies, Inc.           |  |          | telecommunication services |            |  |                      | second lien senior secured notes (4)(5)(9)
    (10.75%, due May 18, 2018)                          |      |  |                    | 5,400,000  |                   
|Sirius Computer Solutions            |  |          | electronics                |            |  |                      | second lien senior secured notes (4)(5)(6)(9)
    (8.00%, due December 7, 2018)                    |      |  |                    | 4,658,654  |                   
|Six3 Systems, Inc.                   |  |          | IT consulting              |            |  |                      | term B senior secured notes (4)(5)(9)
    (10)
    (7.00%, due October 4, 2019)                    |      |  |                    | 11,000,000 |                   
|Skillsoft Corporation                |  |          | business services          |            |  |                      | senior secured notes (4)(5)(6)
    (9)(10)
    (5.00%, due May 26, 2017)                           |      |  |                    | 7,760,711  |                   
|Source Hov, LLC                      |  |          | business services          |            |  |                      | second lien senior secured notes (4)(5)(10)
    (10.50%, due April 29, 2018)                       |      |  |                    | 12,000,000 |                   
|Sportsman's Warehouse
    Holdings   |  |          | retail                     |            |  |                      | first lien senior secured notes (4)(5)(9)(10)
    (8.50%, due November 13, 2018)                   |      |  |                    | 8,000,000  |                   





(Continued on
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See Accompanying Notes.





10







TICC CAPITAL CORP.CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)DECEMBER 31, 2012







|COMPANY
    (1)                                             |  | INDUSTRY |                            | INVESTMENT |  | PRINCIPAL
    AMOUNT |                                                                                  | COST |  | FAIR
    VALUE (2) |            | %
of NetAssets
|----------------------------------------------------------- |  | -------- | -------------------------- | ---------- |  | -------------------- | -------------------------------------------------------------------------------- | ---- |  | ------------------ | ---------- | --------------
|Senior Secured Notes – (continued)                          |  |          |                            |            |  |                      |                                                                                  |      |  |                    |            |               
|Sterling Infosystems, Inc.                                  |  |          | business services          |            |  |                      | senior secured notes (4)(5)(6)(9)
    (5.75%, due February 1, 2018)              |      |  | $                  | 2,736,250  |               
|Stratus Technologies, Inc.                                  |  |          | computer hardware          |            |  |                      | first lien high yield notes (5)(9)
    (12.00%, due March 29, 2015)              |      |  |                    | 9,520,000  |               
|Sumtotal Systems, Inc.                                      |  |          | business services          |            |  |                      | first lien senior secured notes (4)(5)(9)
    (6.25%, due November 16, 2018)     |      |  |                    | 5,000,000  |               
|                                                            |  |          |                            |            |  |                      | second lien senior secured notes (4)(5)
    (10.25%, due May 16, 2019)           |      |  |                    | 11,250,000 |               
|Teleguam Holdings LLC                                       |  |          | telecommunication services |            |  |                      | second lien senior secured notes (4)(5)(9)
    (9.75%, due June 9, 2017)         |      |  |                    | 4,687,500  |               
|Trinet Group, Inc.                                          |  |          | business services          |            |  |                      | first lien senior secured notes (4)(5)(9)(10)
    (6.50%, due October 24, 2018)  |      |  |                    | 5,000,000  |               
|Unitek Global Services, Inc.                                |  |          | IT consulting              |            |  |                      | tranche B term loan (4)(5)(6)(9)(10)
    (9.00%, due April 15, 2018)             |      |  |                    | 10,845,000 |               
|US FT HoldCo. Inc.
    (A/K/A Fundtech)                     |  |          | financial intermediaries   |            |  |                      | senior secured notes (4)(5)(6)
    (9)(10)
    (5.75%, due November 30, 2017)    |      |  |                    | 5,940,000  |               
|Vision Solutions                                            |  |          | software                   |            |  |                      | second lien senior secured notes (4)(5)(9)(10)
    (9.50%, due July 23, 2016)    |      |  |                    | 10,000,000 |               
|Wall Street Systems                                         |  |          | financial intermediaries   |            |  |                      | first lien senior secured notes (4)(5)(9)(10)
    (5.75%, due October 25, 2019)  |      |  |                    | 5,000,000  |               
|                                                            |  |          |                            |            |  |                      | second lien senior secured notes (4)(5)
    (9.25%, due October 23, 2020)        |      |  |                    | 10,000,000 |               
|Web.Com Group, Inc.                                         |  |          | web hosting                |            |  |                      | senior secured notes (4)
    (5)(6)(9)(10)(11)
    (5.50%, due October 27, 2017) |      |  |                    | 8,977,500  |               
|Total Senior Secured Notes                                  |  |          |                            |            |  |                      |                                                                                  |      |  |                    |            |               
|Subordinated Notes                                          |  |          |                            |            |  |                      |                                                                                  |      |  |                    |            |               
|Fusionstorm, Inc.                                           |  |          | IT value-added reseller    |            |  |                      | subordinated notes (4)
    (5)(6)
    (11.74%, due February 28, 2013)            |      |  |                    | 122,500    |               
|Total Subordinated Notes                                    |  |          |                            |            |  |                      |                                                                                  |      |  |                    |            |               
|Collateralized Loan Obligation – Debt Investments           |  |          |                            |            |  |                      |                                                                                  |      |  |                    |            |               
|Carlyle Global Market Strategies
    2012-3A D              |  |          | structured finance         |            |  |                      | CLO secured notes (4)(5)(11)(12)
    (6.14%, due October 4, 2024)                |      |  |                    | 3,000,000  |               
|Catamaran CLO LTD
    2012-1A F                             |  |          | structured finance         |            |  |                      | CLO secured notes (4)(5)(11)(12)
    (6.76%, due December 20, 2023)              |      |  |                    | 6,000,000  |               
|CIFC CLO – 2006-1A B2L                                      |  |          | structured finance         |            |  |                      | CLO secured notes (4)(5)(11)(12)
    (4.32%, due October 20, 2020)               |      |  |                    | 3,247,284  |               
|Emporia CLO 2007-3A, 3X E                                   |  |          | structured finance         |            |  |                      | CLO secured notes (4)(5)(11)(12)
    (4.02%, due April 23, 2021)                 |      |  |                    | 10,991,000 |               
|Flagship 2005-4A D                                          |  |          | structured finance         |            |  |                      | CLO secured notes (4)(5)(11)(12)
    (5.06%, due June 1, 2017)                   |      |  |                    | 2,612,988  |               
|HarbourView CLO
    VI LTD 6 6X D                           |  |          | structured finance         |            |  |                      | CLO secured notes (4)(5)(11)(12)
    (4.01%, due December 27, 2019)              |      |  |                    | 5,000,000  |               
|Hewetts Island CDO
    III 2005-1A D                        |  |          | structured finance         |            |  |                      | CDO secured notes (4)(5)(6)(11)(12)
    (6.06%, due August 9, 2017)              |      |  |                    | 6,345,091  |               
|Hewetts Island CDO
    IV 2006-4 E                          |  |          | structured finance         |            |  |                      | CDO secured notes (4)(5)(11)(12)
    (4.86%, due May 9, 2018)                    |      |  |                    | 7,897,268  |               
|Landmark V CDO
    LTD 2005-1X B2L                          |  |          | structured finance         |            |  |                      | CDO senior secured notes (4)(5)(6)
    (11)(12)
    (5.56%, due June 1, 2017)    |      |  |                    | 3,646,669  |               
|Lightpoint CLO VIII 2007-8A                                 |  |          | structured finance         |            |  |                      | CDO secured notes (4)(5)(11)(12)
    (6.84%, due July 25, 2018)                  |      |  |                    | 5,000,000  |               
|Muir Grove CLO
    LTD 2007-1X E                            |  |          | structured finance         |            |  |                      | CDO secured notes (4)(5)(11)(12)
    (8.32%, due March 25, 2020)                 |      |  |                    | 7,690,915  |               
|Sargas CLO I LTD 2006-1X D                                  |  |          | structured finance         |            |  |                      | CLO senior secured notes (4)
    (5)(11)(12)
    (4.31%, due August 27, 2020)    |      |  |                    | 2,000,000  |               
|Total Collateralized Loan Obligation – Debt
    Investments |  |          |                            |            |  |                      |                                                                                  |      |  |                    |            |               







(Continued on
next page)



See Accompanying
Notes.





11







TICC CAPITAL CORP.CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)DECEMBER 31, 2012







|COMPANY (1)                                                   |  | INDUSTRY |                                          | INVESTMENT |  | PRINCIPAL
    AMOUNT |                                                | COST |  | FAIR
    VALUE (2) |   | % of
    NetAssets
|------------------------------------------------------------- |  | -------- | ---------------------------------------- | ---------- |  | -------------------- | ---------------------------------------------- | ---- |  | ------------------ | - | ------------------
|Collateralized Loan Obligation – Equity Investments           |  |          |                                          |            |  |                      |                                                |      |  |                    |   |                   
|ACA CLO 2006-2, Limited Pref                                  |  |          | structured finance                       |            |  |                      | CLO preferred equity (11)(12)                  |      |  | $                  | — |                   
|ACA CLO 2007-1A Sub                                           |  |          | structured finance                       |            |  |                      | CLO subordinated notes (11)(12)                |      |  |                    | — |                   
|ACAS CLO 2012-1A Sub                                          |  |          | structured finance                       |            |  |                      | CLO subordinated notes (11)(12)                |      |  |                    | — |                   
|Catamaran CLO LTD 2012-1A Sub                                 |  |          | structured finance                       |            |  |                      | CLO subordinated notes (11)(12)                |      |  |                    | — |                   
|Canaras Summit CLO 2007-1A Ltd Inc.                           |  |          | structured finance                       |            |  |                      | CLO income notes (11)(12)                      |      |  |                    | — |                   
|Gale 2007-4A CLO Inc.                                         |  |          | structured finance                       |            |  |                      | CLO income notes (11)(12)                      |      |  |                    | — |                   
|GSC Group CDO 2007-8X Sub                                     |  |          | structured finance                       |            |  |                      | CLO subordinated notes (11)(12)                |      |  |                    | — |                   
|Halcyon Loan Advisors
    Funding 2012-2A Sub                 |  |          | structured finance                       |            |  |                      | CLO subordinated notes (11)(12)                |      |  |                    | — |                   
|HarbourView CLO VI LTD 6 6A Sub                               |  |          | structured finance                       |            |  |                      | CDO subordinated notes (11)(12)                |      |  |                    | — |                   
|Jersey Street 2006-1A CLO LTD Inc.                            |  |          | structured finance                       |            |  |                      | CLO income notes (11)(12)                      |      |  |                    | — |                   
|Kingsland LTD 2007-4X Sub                                     |  |          | structured finance                       |            |  |                      | CLO subordinated notes (11)(12)                |      |  |                    | — |                   
|Lightpoint CLO III 2005-3X Inc.                               |  |          | structured finance                       |            |  |                      | CLO income notes (11)(12)                      |      |  |                    | — |                   
|Lightpoint CLO VII LTD 2007-7X, 7A Sub                        |  |          | structured finance                       |            |  |                      | CDO subordinated notes (11)(12)                |      |  |                    | — |                   
|Marea CLO 2012-1A Inc.                                        |  |          | structured finance                       |            |  |                      | CLO income notes (11)(12)                      |      |  |                    | — |                   
|Marlborough Street 2007-1A Inc.                               |  |          | structured finance                       |            |  |                      | CLO income notes (11)(12)                      |      |  |                    | — |                   
|Octagon Investment Partners XI 2007-1A Inc.                   |  |          | structured finance                       |            |  |                      | CLO income notes (11)(12)                      |      |  |                    | — |                   
|Rampart CLO 2007-1A Sub                                       |  |          | structured finance                       |            |  |                      | CDO subordinated notes (11)(12)                |      |  |                    | — |                   
|Sargas CLO 2006-1A Sub                                        |  |          | structured finance                       |            |  |                      | CDO subordinated notes (11)(12)                |      |  |                    | — |                   
|Stone Tower CLO LTD 2007-7X Sub                               |  |          | structured finance                       |            |  |                      | CDO subordinated notes
    (11)(12)            |      |  |                    | — |                   
|Total Collateralized Loan Obligation – Equity
    Investments |  |          |                                          |            |  |                      |                                                |      |  |                    |   |                   
|Common Stock                                                  |  |          |                                          |            |  |                      |                                                |      |  |                    |   |                   
|Algorithmic Implementations, Inc.                             |  |          | software                                 |            |  |                      | common stock                                   |      |  |                    | — |                   
|(d/b/a “Ai Squared”)                                          |  |          |                                          |            |  |                      |                                                |      |  |                    |   |                   
|Integra Telecom Holdings, Inc.                                |  |          | telecommunication services               |            |  |                      | common stock (7)                               |      |  |                    | — |                   
|Pegasus Solutions, Inc.                                       |  |          | enterprise software                      |            |  |                      | common equity (7)                              |      |  |                    | — |                   
|Stratus Technologies, Inc.                                    |  |          | computer hardware                        |            |  |                      | common equity (7)                              |      |  |                    | — |                   
|Total Common Stock Investments                                |  |          |                                          |            |  |                      |                                                |      |  |                    |   |                   
|Preferred Equity                                              |  |          |                                          |            |  |                      |                                                |      |  |                    |   |                   
|GenuTec Business Solutions, Inc.                              |  |          | interactive voice
    messaging services |            |  |                      | convertible preferred stock (7)                |      |  |                    | — |                   
|Pegasus Solutions, Inc.                                       |  |          | enterprise software                      |            |  |                      | preferred equity (3)
    (14.00% PIK dividend) |      |  |                    | — |                   
|Stratus Technologies, Inc.                                    |  |          | computer hardware                        |            |  |                      | preferred equity (7)                           |      |  |                    | — |                   
|Total Preferred Equity Investments                            |  |          |                                          |            |  |                      |                                                |      |  |                    |   |                   
|Warrants                                                      |  |          |                                          |            |  |                      |                                                |      |  |                    |   |                   
|Band Digital Inc.                                             |  |          | IT consulting                            |            |  |                      | warrants to purchase common stock (7)          |      |  |                    | — |                   
|(F/K/A “WHITTMANHART, Inc.”)                                  |  |          |                                          |            |  |                      |                                                |      |  |                    |   |                   
|Fusionstorm, Inc.                                             |  |          | IT value-added reseller                  |            |  |                      | warrants to purchase
    common stock (7)      |      |  |                    | — |                   
|Total Warrants                                                |  |          |                                          |            |  |                      |                                                |      |  |                    |   |                   
|Total Investments                                             |  |          |                                          |            |  |                      |                                                |      |  |                    |   |                   



(Continued on
next page)

See Accompanying Notes.





12







TICC
CAPITAL CORP.CONSOLIDATED SCHEDULE OF INVESTMENTS – (continued)

DECEMBER 31, 2012







| | (1) | Other than Algorithmic
Implementation, Inc. (d/b/a Ai Squared), which we may be deemed to control, we do not “control” and are not an “affiliate”
of any of our portfolio companies, each as defined in the Investment Company Act of 1940 (the “1940 Act”). In general,
under the 1940 Act, we would be presumed to “control” a portfolio company if we owned 25% or more of its voting securities
and would be an “affiliate” of a portfolio company if we owned 5% or more of its voting securities.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Fair value is determined
in good faith by the Board of Directors of the Company.
| | --- | --------------------------------------------------------------------------------



| | (3) | Portfolio includes $22,275,912
of principal amount of debt investments which contain a PIK provision. Portfolio also includes one preferred equity position which
contains a PIK dividend provision.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Notes bear interest at
variable rates.
| | --- | --------------------------------------



| | (5) | Cost value reflects accretion
of original issue discount or market discount.
| | --- | ----------------------------------------------------------------------------



| | (6) | Cost value reflects repayment
of principal.
| | --- | -------------------------------------------



| | (7) | Non-income producing at
the relevant period end.
| | --- | ------------------------------------------------



| | (8) | Aggregate gross unrealized
appreciation for federal income tax purposes is $29,973,250; aggregate gross unrealized depreciation for federal income tax purposes
is $32,003,935. Net unrealized depreciation is $2,030,685 based upon a tax cost basis of $669,580,558.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (9) | All or a portion of this
investment represents TICC CLO LLC collateral.
| | --- | -----------------------------------------------------------------------



| | (10) | All or a portion of this
investment represents TICC CLO 2012-1 LLC collateral.
| | ---- | ------------------------------------------------------------------------------



| | (11) | Indicates assets that the
Company believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as
amended. Qualifying assets must represent at least 70% of the Company’s total assets at the time of acquisition of any additional
non-qualifying assets.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (12) | Investment not domiciled
in the United States.
| | ---- | ----------------------------------------------



| | (13) | Debt investment on non-accrual
status at the relevant period end.
| | ---- | -----------------------------------------------------------------





See Accompanying Notes.





13









TICC CAPITAL CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)





|                                                                                  |  | Three Months Ended March 31, 2013 |            |  | Three Months Ended March 31, 2012 |  
|--------------------------------------------------------------------------------- |  | --------------------------------- | ---------- |  | --------------------------------- | -
|                                                                                  |  |                                   |            |  |                                   |  
|INVESTMENT INCOME                                                                 |  |                                   |            |  |                                   |  
|From non-affiliated/non-control investments:                                      |  |                                   |            |  |                                   |  
|Interest income - debt investments                                                |  | $                                 | 11,903,677 |  |                                   | $
|Distributions from securitization vehicles and equity investments                 |  |                                   | 8,753,204  |  |                                   |  
|Commitment, amendment fee income and other income                                 |  |                                   | 714,516    |  |                                   |  
|Total investment income from non-affiliated/non-control investments.              |  |                                   | 21,371,397 |  |                                   |  
|From control investments:                                                         |  |                                   |            |  |                                   |  
|Interest income - debt investments                                                |  |                                   | 360,062    |  |                                   |  
|Total investment income from control investments                                  |  |                                   | 360,062    |  |                                   |  
|Total investment income                                                           |  |                                   | 21,731,459 |  |                                   |  
|EXPENSES                                                                          |  |                                   |            |  |                                   |  
|Compensation expense                                                              |  |                                   | 311,065    |  |                                   |  
|Investment advisory fees                                                          |  |                                   | 4,097,471  |  |                                   |  
|Professional fees                                                                 |  |                                   | 637,188    |  |                                   |  
|Interest expense and other debt financing expenses                                |  |                                   | 4,278,827  |  |                                   |  
|General and administrative                                                        |  |                                   | 288,041    |  |                                   |  
|Total expenses before incentive fees                                              |  |                                   | 9,612,592  |  |                                   |  
|Net investment income incentive fees                                              |  |                                   | 1,252,310  |  |                                   |  
|Capital gains incentive fees                                                      |  |                                   | 215,354    |  |                                   |  
|Total incentive fees                                                              |  |                                   | 1,467,664  |  |                                   |  
|Total expenses                                                                    |  |                                   | 11,080,256 |  |                                   |  
|Net investment income                                                             |  |                                   | 10,651,203 |  |                                   |  
|Net change in unrealized appreciation on investments                              |  |                                   | 3,614,668  |  |                                   |  
|Net realized gains on investments                                                 |  |                                   | 6,576,175  |  |                                   |  
|Net increase in net assets resulting from operations                              |  | $                                 | 20,842,046 |  |                                   | $
|                                                                                  |  |                                   |            |  |                                   |  
|Net increase in net assets resulting from net investment income per common share: |  |                                   |            |  |                                   |  
|Basic                                                                             |  | $                                 | 0.23       |  |                                   | $
|Diluted                                                                           |  | $                                 | 0.22       |  |                                   | $
|Net increase in net assets resulting from operations per common share:            |  |                                   |            |  |                                   |  
|Basic                                                                             |  | $                                 | 0.46       |  |                                   | $
|Diluted                                                                           |  | $                                 | 0.41       |  |                                   | $
|Weighted average shares of common stock outstanding:                              |  |                                   |            |  |                                   |  
|Basic                                                                             |  |                                   | 45,565,784 |  |                                   |  
|Diluted                                                                           |  |                                   | 55,598,936 |  |                                   |  
|                                                                                  |  |                                   |            |  |                                   |  







See Accompanying Notes.





14







| | TICC CAPITAL CORP.                              
| | ------------------------------------------------
| | CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
| | (unaudited)                                     



|                                                                      |  |                                       |             |   |                                  |  
|--------------------------------------------------------------------- |  | ------------------------------------- | ----------- | - | -------------------------------- | -
|                                                                      |  | Three
    Months Ended March 31, 2013 |             |   | Year
    Ended December 31, 2012 |  
|                                                                      |  |                                       |             |   |                                  |  
|Increase in net assets from operations:                               |  |                                       |             |   |                                  |  
|Net investment income                                                 |  | $                                     | 10,651,203  |   |                                  | $
|Net realized gains on investments                                     |  |                                       | 6,576,175   |   |                                  |  
|Net change in unrealized appreciation on investments                  |  |                                       | 3,614,668   |   |                                  |  
|                                                                      |  |                                       |             |   |                                  |  
|Net increase in net assets resulting from operations                  |  |                                       | 20,842,046  |   |                                  |  
|                                                                      |  |                                       |             |   |                                  |  
|                                                                      |  |                                       |             |   |                                  |  
|Distributions to shareholders                                         |  |                                       | (15,213,143 | ) |                                  |  
|                                                                      |  |                                       |             |   |                                  |  
|Capital share transactions:                                           |  |                                       |             |   |                                  |  
|Issuance of common stock (net of offering costs of                    |  |                                       |             |   |                                  |  
|$4,019,619 and $3,545,895, respectively)                              |  |                                       | 110,422,545 |   |                                  |  
|Reinvestment of dividends                                             |  |                                       | 781,284     |   |                                  |  
|                                                                      |  |                                       |             |   |                                  |  
|Net increase in net assets from capital share transactions            |  |                                       | 111,203,829 |   |                                  |  
|                                                                      |  |                                       |             |   |                                  |  
|Total increase in net assets                                          |  |                                       | 116,832,732 |   |                                  |  
|Net assets at beginning of period                                     |  |                                       | 409,602,529 |   |                                  |  
|Net assets at end of period
    (including over distributed           |  |                                       |             |   |                                  |  
|net
    investment income of $8,836,084 and $4,274,144, respectively) |  | $                                     | 526,435,261 |   |                                  | $
|Capital share activity:                                               |  |                                       |             |   |                                  |  
|Shares sold                                                           |  |                                       | 11,087,828  |   |                                  |  
|Shares issued from reinvestment of dividends                          |  |                                       | 82,694      |   |                                  |  
|                                                                      |  |                                       |             |   |                                  |  
|Net increase in capital share activity                                |  |                                       | 11,170,522  |   |                                  |  



See Accompanying Notes.



15









|TICC CAPITAL CORP.                   
|-------------------------------------
|CONSOLIDATED STATEMENTS OF CASH FLOWS
|(unaudited)                          
|                                     



|                                                                            |  | Three Months Ended March 31, 2013 |              |   | Three Months Ended March 31, 2012 |  
|--------------------------------------------------------------------------- |  | --------------------------------- | ------------ | - | --------------------------------- | -
|                                                                            |  |                                   |              |   |                                   |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |  |                                   |              |   |                                   |  
|Net increase in net assets resulting from operations                        |  | $                                 | 20,842,046   |   |                                   | $
|Adjustments to reconcile net increase in net assets resulting from          |  |                                   |              |   |                                   |  
|operations to net cash used by operating activities:                        |  |                                   |              |   |                                   |  
|Amortization of discounts on investments                                    |  |                                   | (1,231,087   | ) |                                   |  
|Amortization of discount on notes payable and deferred debt issuance costs  |  |                                   | 433,953      |   |                                   |  
|Increase in investments due to PIK                                          |  |                                   | (220,543     | ) |                                   |  
|Purchases of investments                                                    |  |                                   | (196,843,592 | ) |                                   |  
|Repayments of principal and reductions to investment cost value             |  |                                   | 29,821,506   |   |                                   |  
|Proceeds from the sale of investments                                       |  |                                   | 17,626,524   |   |                                   |  
|Net realized gains on investments                                           |  |                                   | (6,576,175   | ) |                                   |  
|Net change in unrealized appreciation on investments                        |  |                                   | (3,614,668   | ) |                                   |  
|Increase in interest and distributions receivable                           |  |                                   | (1,125,322   | ) |                                   |  
|(Increase) decrease in other
    assets                                     |  |                                   | (229,604     | ) |                                   |  
|Increase (decrease) in accrued interest payable                             |  |                                   | 1,165,195    |   |                                   |  
|Increase in investment advisory fee payable                                 |  |                                   | 418,873      |   |                                   |  
|(Decrease) increase in accrued capital gains incentive fee                  |  |                                   | (1,337,221   | ) |                                   |  
|Increase in accrued expenses                                                |  |                                   | 514,912      |   |                                   |  
|Net cash used by operating activities                                       |  |                                   | (140,355,203 | ) |                                   |  
|CASH FLOWS FROM INVESTING ACTIVIES                                          |  |                                   |              |   |                                   |  
|Change in restricted cash                                                   |  |                                   | (5,934,115   | ) |                                   |  
|Net cash (used) provided by investing activities                            |  |                                   | (5,934,115   | ) |                                   |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |  |                                   |              |   |                                   |  
|Proceeds from the issuance of Notes Payable - TICC CLO 2012-1 LLC           |  |                                   |              |   |                                   |  
|(net of discount of $363,875)                                               |  | $                                 | 59,636,125   |   |                                   | $
|Deferred debt issuance costs                                                |  |                                   | (549,347     | ) |                                   |  
|Proceeds from the issuance of common stock                                  |  |                                   | 114,442,164  |   |                                   |  
|Offering expenses from the issuance of common stock                         |  |                                   | (4,019,619   | ) |                                   |  
|Distributions paid (net of stock issued under dividend reinvestment plan of |  |                                   |              |   |                                   |  
|$781,284 and $475,760, respectively)                                        |  |                                   | (14,431,859  | ) |                                   |  
|Net cash provided by financing activities                                   |  |                                   | 155,077,464  |   |                                   |  
|                                                                            |  |                                   |              |   |                                   |  
|Net increase in cash and cash equivalents                                   |  |                                   | 8,788,146    |   |                                   |  
|                                                                            |  |                                   |              |   |                                   |  
|Cash and cash equivalents, beginning of period                              |  |                                   | 51,392,949   |   |                                   |  
|                                                                            |  |                                   |              |   |                                   |  
|Cash and cash equivalents, end of period                                    |  | $                                 | 60,181,095   |   |                                   | $
|                                                                            |  |                                   |              |   |                                   |  
|NON-CASH FINANCING ACTIVITIES                                               |  |                                   |              |   |                                   |  
|Value of shares issued in connection with dividend reinvestment plan        |  | $                                 | 781,284      |   |                                   | $
|                                                                            |  |                                   |              |   |                                   |  
|SUPPLEMENTAL DISCLOSURES                                                    |  |                                   |              |   |                                   |  
|Securities sold not settled                                                 |  | $                                 | 19,023,321   |   |                                   | $
|Securities purchased not settled                                            |  | $                                 | 19,692,003   |   |                                   | $
|Cash paid for interest                                                      |  | $                                 | 2,679,678    |   |                                   | $



See Accompanying Notes.





16









TICC CAPITAL CORP.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2013



NOTE 1. UNAUDITED INTERIM FINANCIAL STATEMENTS



Interim consolidated financial statements
of TICC Capital Corp. (“TICC” and, together with its subsidiaries, the “Company”) are prepared in accordance
with generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the requirements
for reporting on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements
prepared in accordance with GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring
accruals, necessary for the fair statement of consolidated financial results for the interim periods have been included. The current
period’s consolidated results of operations are not necessarily indicative of results that may be achieved for the year.
The interim consolidated financial statements and notes thereto should be read in conjunction with the financial statements and
notes thereto included in the Company’s Form 10-K for the year ended December 31, 2012, as filed with the Securities and
Exchange Commission (“SEC”).



NOTE 2. ORGANIZATION



TICC was incorporated under
the General Corporation Laws of the State of Maryland on July 21, 2003 and is a non-diversified, closed-end investment company.
TICC has elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the “1940
Act”). In addition, TICC has elected to be treated for tax purposes as a regulated investment company (“RIC”),
under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company’s investment objective
is to maximize its total return, by investing primarily in corporate debt securities.



TICC’s investment activities
are managed by TICC Management, LLC, (“TICC Management”), a registered investment adviser under the Investment Advisers
Act of 1940, as amended. BDC Partners, LLC (“BDC Partners”) is the managing member of TICC Management and serves as
the administrator of TICC.



On August 10, 2011, the Company
completed a $225.0 million debt securitization financing transaction. The Class A Notes and the subordinated notes offered in the
debt securitization were issued by TICC CLO LLC (“2011 Securitization Issuer” or “TICC CLO”), a subsidiary
of TICC Capital Corp. 2011-1 Holdings, LLC (“Holdings”), which is in turn a direct subsidiary of TICC. The Class A
Notes are secured by the assets held by the 2011 Securitization Issuer. The securitization was executed through a private placement
of $101.25 million of secured notes rated AAA/Aaa by Standard & Poor’s Rating Service (“S&P”) and Moody’s
Investors Service Inc. (“Moody’s”), respectively, and bearing interest at the three-month LIBOR plus 2.25%. Holdings
retained all of the subordinated notes, which totaled $123.75 million (the “2011 Subordinated Notes”), and retained
all the membership interests in the 2011 Securitization Issuer. For further information on this securitization, see Note 4.



On August 23, 2012, the
Company completed a $160 million debt securitization financing transaction. The secured and subordinated notes offered in the
debt securitization were issued by TICC CLO 2012-1 LLC (“2012 Securitization Issuer” or “TICC
CLO 2012-1”), a newly formed special purpose vehicle that is a wholly-owned subsidiary of the Company. The secured
notes of the 2012 Securitization Issuer have an aggregate face amount of $120 million and were issued in four classes. The
class A-1 notes have an initial face amount of $88 million, are rated AAA (sf) /Aaa (sf) by S&P and
Moody’s, respectively, and bear interest at three-month LIBOR plus 1.75%. The class B-1 notes have an initial face
amount of $10 million, are rated AA (sf) /Aa2 (sf) by S&P and Moody’s, respectively, and bear
interest at three-month LIBOR plus 3.50%. The class C-1 notes have an initial face amount of $11.5 million, are rated A (sf)
/A2 (sf) by S&P and Moody’s, respectively, and bear interest at three-month LIBOR plus 4.75%. The class D-1
notes have an initial face amount of $10.5 million, are rated BBB (sf) /Baa2 (sf) by S&P and Moody’s,
respectively, and bear interest at three-month LIBOR plus 5.75%. The LIBOR portion of the interest rates on the secured notes
that were issued by the 2012 Securitization Issuer were measured on a six-month basis until February 2013. On February 25,
2013, the special purpose vehicle issued additional secured notes of $60 million, pro rata across all classes, and
subordinated notes of $20 million under the “accordion” feature of the debt securitization which allows, under
certain circumstances and subject to the satisfaction of certain conditions, for an increase in the amount of secured and
subordinated notes. TICC presently owns all of the subordinated notes, which totaled $60 million as of March 31, 2013. For further
information on this securitization, see Note 4.



The Company consolidated
the results of its subsidiaries, Holdings, TICC CLO and TICC CLO 2012-1, in its consolidated financial statements as the subsidiaries
are operated solely for investment activities of the Company, and the Company has substantial equity at risk. The creditors of
TICC CLO and TICC CLO 2012-1 have received security interests in the assets owned by TICC CLO and TICC CLO 2012-1, respectively,
and such assets are not intended to be available to the creditors of TICC (or any other affiliate of TICC).





17







TICC CAPITAL CORP.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2013



On September 26, 2012, the
Company closed a private placement of 5-year unsecured 7.50% Senior Convertible Notes Due 2017 (the “Convertible Notes”).
A total of $105 million aggregate principal amount of the Convertible Notes were issued at the closing. An additional $10 million
aggregate principal amount of the Convertible Notes were issued on October 22, 2012 pursuant to the exercise of the initial purchasers’
option to purchase additional Convertible Notes. The Convertible Notes are convertible into shares of the Company’s common
stock based on an initial conversion rate of 87.2448 shares of the Company’s common stock per $1,000 principal amount of
Convertible Notes, which is equivalent to an initial conversion price of approximately $11.46 per share of common stock, representing
an approximately 10.0% conversion premium over the last reported sale price of the Company’s common stock on September 20,
2012, which was $10.42 per share. The conversion price for the Convertible Notes will be reduced for quarterly cash dividends paid
to common shares to the extent that the quarterly dividend exceeds $0.29 cents per share, subject to adjustment. The Convertible
Notes bear interest at an annual rate of 7.50%, payable semiannually in arrears on May 1 and November 1 of each year, beginning
May 1, 2013. The Convertible Notes mature on November 1, 2017, unless previously converted in accordance with their terms. The
Convertible Notes are general unsecured obligations of the Company, rank equally in right of payment with the Company’s future
senior unsecured debt, and rank senior in right of payment to any potential subordinated debt, should any be issued in the future.



NOTE 3. INVESTMENT VALUATION



The most significant estimate
inherent in the preparation of our consolidated financial statements is the valuation of investments and the related amounts of
unrealized appreciation and depreciation of investments recorded. There is no single method for determining fair value in good
faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio
investment while employing a consistently applied valuation process for the types of investments we make. We are required to specifically
fair value each individual investment on a quarterly basis.



ASC 820-10, Fair Value Measurements
and Disclosure, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date. ASC 820-10 also establishes a three-tier fair value
hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs
such as quoted prices in active markets; Level 2, which includes inputs such as quoted prices for similar securities in active
markets and quoted prices for identical securities in markets that are not active; and Level 3, defined as unobservable inputs
for which little or no market data exists, therefore requiring an entity to develop its own assumptions. We have determined that
due to the general illiquidity of the market for our investment portfolio, whereby little or no market data exists, substantially
all of our investments are based upon “Level 3” inputs.



Our Board of Directors determines
the value of our investment portfolio each quarter. In connection with that determination, members of TICC Management’s portfolio
management team prepare portfolio company valuations using the most recent portfolio company financial statements and forecasts.
Since March 2004, we have engaged third-party valuation firms to provide assistance in valuing our bilateral investments and, more
recently, for certain of our syndicated loans, although our Board of Directors ultimately determines the appropriate valuation
of each such investment.



Our process for determining
the fair value of a bilateral investment begins with determining the enterprise value of the portfolio company. Enterprise value
means the entire value of the company to a potential buyer, including the sum of the values of debt and equity securities used
to capitalize the enterprise at a point in time. The fair value of our investment is based, in part, on the enterprise value at
which the portfolio company could be sold in an orderly disposition over a reasonable period of time between willing parties other
than in a forced or liquidation sale. The liquidity event whereby we exit a private investment is generally the sale, the recapitalization
or, in some cases, the initial public offering of the portfolio company.





18









TICC CAPITAL CORP.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2013



There is no one methodology
to determine enterprise value and, in fact, for any one portfolio company, enterprise value is best expressed as a range of fair
values, from which we derive a single estimate of enterprise value. To determine the enterprise value of a portfolio company, we
analyze the historical and projected financial results, as well as the nature and value of any collateral. We also use industry
valuation benchmarks and public market comparables. We also consider other events, including private mergers and acquisitions,
a purchase transaction, public offering or subsequent debt or equity sale or restructuring, and include these events in the enterprise
valuation process. We generally require portfolio companies to provide annual audited and quarterly unaudited financial statements,
as well as annual projections for the upcoming fiscal year.



Typically, our bilateral
debt investments are valued on the basis of a fair value determination arrived at through an analysis of the borrower’s financial
and operating condition or other factors, as well as consideration of the entity’s enterprise value. The types of factors
that we may take into account in valuing our investments include: market trading and transaction comparables, applicable market
yields and multiples, security covenants, call protection provisions, the nature and realizable value of any collateral, the portfolio
company’s ability to make payments and its earnings and discounted cash flows, among other factors. The fair value of equity
interests in portfolio companies is determined based on various factors, including the enterprise value remaining for equity holders
after the repayment of the portfolio company’s debt and other preference capital, and other pertinent factors such as recent
offers to purchase a portfolio company, recent transactions involving the purchase or sale of the portfolio company’s equity
securities, or other liquidity events. The determined equity values are generally discounted when we have a minority position,
restrictions on resale, specific concerns about the receptivity of the capital markets to a specific company at a certain time,
or other factors.



We will record unrealized
depreciation on bilateral investments when we believe that an investment has become impaired, including where collection of a loan
or realization of an equity security is doubtful. To the extent that we believe that it has become probable that a loan is not
collectible or probable that an equity investment is not realizable, we will classify that amount as a realized loss. We will record
unrealized appreciation if we believe that the underlying portfolio company has appreciated in value and our equity security has
also appreciated in value. Changes in fair value, other than such changes that are considered probable of non-collection or non-realization,
as described above, are recorded in the statement of operations as net change in unrealized appreciation or depreciation.



Under the valuation procedures
approved by our Board of Directors, upon the recommendation of the Valuation Committee, a third-party valuation firm will prepare
valuations for each of our bilateral investments for which market quotations are not readily available that, when combined with
all other investments in the same portfolio company, (i) have a value as of the previous quarter of greater than or equal to 2.5%
of our total assets as of the previous quarter, and (ii) have a value as of the current quarter of greater than or equal to 2.5%
of our total assets as of the previous quarter, after taking into account any repayment of principal during the current quarter.
In addition, the frequency of those third-party valuations of our portfolio securities is based upon the grade assigned to each
such security under our credit grading system as follows: Grade 1, at least annually; Grade 2, at least semi-annually; Grades 3,
4, and 5, at least quarterly. TICC Management also retains the authority to seek, on our behalf, additional third party valuations
with respect to both our bilateral portfolio securities and our syndicated loan investments. Our Board of Directors retains ultimate
authority as to the third-party review cycle as well as the appropriate valuation of each investment.



ASC 820-10-35, “Determining
Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions
That Are Not Orderly,” provides guidance on factors that should be considered in determining when a previously active market
becomes inactive and whether a transaction is orderly. In accordance with ASC 820-10-35, our valuation procedures specifically
provide for the review of indicative quotes supplied by the large agent banks that make a market for each security. However, the
marketplace for which we obtain indicative bid quotes for purposes of determining the fair value of our syndicated loan investments
have shown these attributes of illiquidity as described by ASC-820-10-35. Due to limited market liquidity in the syndicated loan
market, TICC believes that the non-binding indicative bids received from agent banks for certain syndicated investments that we
own may not be determinative of their fair value and therefore alternative valuation procedures may need to be undertaken. As
a result, TICC has engaged third-party valuation firms to provide assistance in valuing certain syndicated investments that we
own. In addition, TICC Management prepares an analysis of each syndicated loan, including a financial summary, covenant compliance
review, recent trading activity in the security, if known, and other business developments related to the portfolio company. All
available information, including non-binding indicative bids which may not be determinative of fair value, is presented to the
Valuation Committee to consider in its determination of fair value. In some instances, there may be limited trading activity in
a security even though the market for the security is considered not active. In such cases the Valuation Committee will consider
the number of trades, the size and timing of each trade, and other circumstances around such trades, to the extent such information
is available, in its determination of fair value. The Valuation Committee will evaluate the impact of such additional information,
and factor it into its consideration of the fair value that is indicated by the analysis provided by third-party valuation firms.
We have considered the factors described in ASC 820-10 and have determined that we are properly valuing the securities in our
portfolio.





19







TICC CAPITAL CORP.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2013



During the past few
years, we have acquired a number of debt and equity positions in CLO investment vehicles. These investments are special
purpose financing vehicles. In valuing such investments, we consider the operating metrics of the specific investment
vehicle, including compliance with collateralization tests, defaulted and restructured securities, and payment defaults, if
any. In addition, we consider the indicative prices provided by the broker who arranges transactions in such investment
vehicles, as well as any available information on other relevant transactions in the market. TICC Management or the Valuation
Committee may request an additional analysis by a third-party firm to assist in the valuation process of CLO investment
vehicles. All information is presented to our Board of Directors for its determination of fair value of these
investments.



The Company’s assets
measured at fair value on a recurring basis at March 31, 2013, were as follows:



|http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |  | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |     | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |  | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |      | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF
|----------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------- | --- | ----------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------- | ---- | -----------------------------------------------------------------------------------------
|($ in millions)                                                                           |  | Fair Value Measurements atReporting Date Using                                            |     |                                                                                          
|Assets                                                                                    |  | Quoted Prices in Active Markets for Identical Assets(Level 1)                             |     | Significant Other Observable Inputs(Level 2)                                              |  | Significant Unobservable Inputs(Level 3)                                                  |      | Total                                                                                    
|Senior Secured Notes                                                                      |  | $                                                                                         | 0.0 |                                                                                           |  | $                                                                                         | 17.1 |                                                                                          
|Senior Unsecured Notes                                                                    |  |                                                                                           | 0.0 |                                                                                           |  |                                                                                           | 0.0  |                                                                                          
|CLO Debt                                                                                  |  |                                                                                           | 0.0 |                                                                                           |  |                                                                                           | 0.0  |                                                                                          
|CLO Equity                                                                                |  |                                                                                           | 0.0 |                                                                                           |  |                                                                                           | 0.0  |                                                                                          
|Subordinated Notes                                                                        |  |                                                                                           | 0.0 |                                                                                           |  |                                                                                           | 0.0  |                                                                                          
|Common Stock                                                                              |  |                                                                                           | 0.0 |                                                                                           |  |                                                                                           | 0.0  |                                                                                          
|Preferred Shares                                                                          |  |                                                                                           | 0.0 |                                                                                           |  |                                                                                           | 0.0  |                                                                                          
|Warrants to purchase equity                                                               |  |                                                                                           | 0.0 |                                                                                           |  |                                                                                           | 0.0  |                                                                                          
|Total                                                                                     |  | $                                                                                         | 0.0 |                                                                                           |  | $                                                                                         | 17.1 |                                                                                          



Significant Unobservable Inputs for Level
3 Investments



The following table provides
quantitative information about the Company’s Level 3 fair value measurements as of March 31, 2013. The Company’s valuation
policy, as described above, establishes parameters for the sources and types of valuation analysis, as well as the methodologies
and inputs that the Company uses in determining fair value. If the Valuation Committee or TICC Management determines that additional
techniques, sources or inputs are appropriate or necessary in a given situation, such additional work will be undertaken. The table,
therefore, is not all-inclusive, but provides information on the significant Level 3 inputs that are pertinent to the Company’s
fair value measurements. The weighted average calculations in the table below are based on principal balances for all debt related
calculations and CLO equity.





|http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |  | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |       | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |  | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |                          | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF
|----------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------- | ----- | ----------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------- | ------------------------ | -----------------------------------------------------------------------------------------
|($ in millions)                                                                           |  | Quantitative
    Information about Level 3 Fair Value Measurements                        |       |                                                                                          
|Assets                                                                                    |  | Fair
    Valueas ofMarch 31,2013                                                          |       | Valuation
    Techniques/ Methodologies                                                   |  | UnobservableInput                                                                         |                          | Range/Weighted
    Average                                                               
|Corporate debt investments                                                                |  |                                                                                           |       |                                                                                           |  |                                                                                           |                          |                                                                                          
|syndicated                                                                                |  | $                                                                                         | 548.4 |                                                                                           |  |                                                                                           | market quotes            |                                                                                          
|bilateral                                                                                 |  |                                                                                           | 14.2  |                                                                                           |  |                                                                                           | valuation analysis (2) / |                                                                                          
|                                                                                          |  |                                                                                           |       |                                                                                           |  |                                                                                           | enterprise value         |                                                                                          
|                                                                                          |  |                                                                                           |       |                                                                                           |  |                                                                                           |                          |                                                                                          
|CLO debt                                                                                  |  |                                                                                           | 44.8  |                                                                                           |  |                                                                                           | market quotes            |                                                                                          
|CLO equity                                                                                |  |                                                                                           | 192.3 |                                                                                           |  |                                                                                           | market quotes            |                                                                                          
|Other investments                                                                         |  |                                                                                           | 14.1  |                                                                                           |  |                                                                                           | valuation analysis (2) / |                                                                                          
|                                                                                          |  |                                                                                           |       |                                                                                           |  |                                                                                           | enterprise value         |                                                                                          
|                                                                                          |  |                                                                                           |       |                                                                                           |  |                                                                                           |                          |                                                                                          
|Total
    Fair Value for Level 3Investments                                               |  | $                                                                                         | 813.8 |                                                                                           |  |                                                                                           |                          |                                                                                          







| | (1) | The Company generally uses prices provided by an independent pricing service, or broker or agent bank non-binding indicative bid prices (NBIB) on or near the valuation date as the primary basis for the fair value determinations for syndicated notes, and CLO debt and equity investments. These bid prices are non-binding, and may not be determinative of fair value. Each bid price is evaluated by the Valuation Committee in conjunction with additional information compiled by TICC Management, including financial performance, recent business developments, and, in the case of CLO debt and equity investments, performance and covenant compliance information as provided by the independent trustee.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------









| | (2) | For the Company’s bilateral debt investments and equity investments, third-party valuation firms evaluate the financial and operational information of the portfolio companies that the Company provides to them, as well as independent market and industry information that they consider appropriate in forming an opinion as to the fair value of the Company’s securities. In those instances where the carrying value and/or internal credit rating of the investment does not require the use of a third-party valuation firm, a valuation is prepared by TICC Management, which may include liquidation analysis or which may utilize a subsequent transaction to provide an indication of fair value.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | EBITDA, or earnings before interest expense, taxes, depreciation and amortization, is an unobservable input which is generally based on most recently available twelve month financial statements provided by the portfolio company. Market multiples, also an unobservable input, represent an estimation of where market participants might value an enterprise based upon information available for comparable companies in the market.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | The Company has adopted a credit grading system for its debt investments as part of the valuation process. The internal credit grading (ICG), which ranges from 1 (highest) to 5 (lowest), is an unobservable input which represents a proprietary grading system developed by TICC Management.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Discount rate represents the rate at which future cash flows are discounted to calculate a present value, reflecting market assumptions for risk.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | The calculation of weighted average for a range of values, for multiple investments within a given asset category, is not considered to provide a meaningful representation (“ncm”).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Significant increases or
decreases in any of the unobservable inputs in isolation may result in a significantly lower or higher fair value measurement.





20







TICC CAPITAL CORP.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2013



The following table provides quantitative information about
the Company’s Level 3 fair value measurements as of December 31, 2012:





|($ in millions)                                  |  | Quantitative
    Information about Level 3 Fair Value Measurements |       |                                        
|------------------------------------------------ |  | ------------------------------------------------------------------ | ----- | ---------------------------------------
|Assets                                           |  | Fair
    Valueas of December 31,2012                               |       | Valuation
    Techniques/ Methodologies
|Corporate debt investments                       |  |                                                                    |       |                                        
|syndicated                                       |  | $                                                                  | 470.3 |                                        
|bilateral                                        |  |                                                                    | 14.9  |                                        
|                                                 |  |                                                                    |       |                                        
|                                                 |  |                                                                    |       |                                        
|CLO debt                                         |  |                                                                    | 55.6  |                                        
|CLO equity                                       |  |                                                                    | 109.3 |                                        
|Other investments                                |  |                                                                    | 7.6   |                                        
|                                                 |  |                                                                    |       |                                        
|                                                 |  |                                                                    |       |                                        
|Total Fair Value
    for Level 3
    Investments |  | $                                                                  | 657.7 |                                        







| | (1) | The Company generally uses prices provided by an independent pricing service,
    or broker or agent bank non-binding indicative bid prices (NBIB) on or near the valuation date as the primary basis for the
    fair value determinations for syndicated notes, and CLO debt and equity investments. These bid prices are non-binding, and
    may not be determinative of fair value. Each bid price is evaluated by the Valuation Committee in conjunction with additional
    information compiled by TICC Management, including financial performance, recent business developments, and, in the case of
    CLO debt and equity investments, performance and covenant compliance information as provided by the independent trustee.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (2) | For the Company’s bilateral debt investments and equity investments, third-party
    valuation firms evaluate the financial and operational information of the portfolio companies that the Company provides to
    them, as well as independent market and industry information that they consider appropriate in forming an opinion as to the
    fair value of the Company’s securities. In those instances where the carrying value and/or internal credit rating of
    the investment does not require the use of a third-party valuation firm, a valuation is prepared by TICC Management, which
    may include liquidation analysis or which may utilize a subsequent transaction to provide an indication of fair value.         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (3) | EBITDA, or earnings before interest expense, taxes, depreciation and amortization, is
    an unobservable input which is generally based on most recently available twelve month financial statements provided by the
    portfolio company. Market multiples, also an unobservable input, represent an estimation of where market participants might
    value an enterprise based upon information available for comparable companies in the market.                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (4) | The Company has adopted a credit grading system for its debt investments as part of the
    valuation process. The internal credit grading (ICG), which ranges from 1 (highest) to 5 (lowest), is an unobservable input
    which represents a proprietary grading system developed by TICC Management.                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (5) | Discount rate represents the rate at which future cash flows are discounted to calculate
    a present value, reflecting market assumptions for risk.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (6) | The calculation of weighted average for a range of values, for multiple investments within
    a given asset category, is not considered to provide a meaningful representation (“ncm”).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   





Significant increases or
decreases in any of the unobservable inputs in isolation may result in a significantly lower or higher fair value measurement.



Financial Instruments Disclosed, But Not Carried, At Fair
Value



The following table presents the carrying
value and fair value of the Company's financial liabilities disclosed, but not carried, at fair value as of March 31, 2013 and
the level of each financial liability within the fair value hierarchy.

|http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |  | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |         |  | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |   |         | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |  |   | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |  |  | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |  
|----------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------- | ------- |  | ----------------------------------------------------------------------------------------- | - | ------- | ----------------------------------------------------------------------------------------- |  | - | ----------------------------------------------------------------------------------------- |  |  | ----------------------------------------------------------------------------------------- | -
|($ in thousands)                                                                          |  | Carrying
    Value                                                                        |         |  | Fair Value                                                                                |   |         | Level 1                                                                                   |  |   | Level 2                                                                                   |  |  | Level 3                                                                                   |  
|TICC CLO LLC Class A
    Notes, net of discount                                           |  | $                                                                                         | 99,922  |  |                                                                                           | $ | 101,250 |                                                                                           |  | $ | —                                                                                         |  |  | $                                                                                         | —
|TICC CLO 2012-1 LLC Class A-1 Notes,
    net of discount                                  |  |                                                                                           | 129,923 |  |                                                                                           |   | 131,340 |                                                                                           |  |   | —                                                                                         |  |  |                                                                                           | —
|TICC CLO 2012-1 LLC Class B-1 Notes,
    net of discount                                  |  |                                                                                           | 14,430  |  |                                                                                           |   | 14,963  |                                                                                           |  |   | —                                                                                         |  |  |                                                                                           | —
|TICC CLO 2012-1 LLC Class C-1 Notes,
    net of discount                                  |  |                                                                                           | 16,230  |  |                                                                                           |   | 17,164  |                                                                                           |  |   | —                                                                                         |  |  |                                                                                           | —
|TICC CLO 2012-1 LLC Class D-1 Notes,
    net of discount                                  |  |                                                                                           | 14,610  |  |                                                                                           |   | 15,671  |                                                                                           |  |   | —                                                                                         |  |  |                                                                                           | —
|2017 Convertible
    Notes                                                                |  |                                                                                           | 115,000 |  |                                                                                           |   | 117,300 |                                                                                           |  |   |                                                                                           |  |  |                                                                                           |  
|Total                                                                                     |  | $                                                                                         | 390,115 |  |                                                                                           | $ | 397,688 |                                                                                           |  | $ | —                                                                                         |  |  | $                                                                                         | —





The following table presents
the carrying value and fair value of the Company's financial liabilities disclosed, but not carried, at fair value as of December
31, 2012 and the level of each financial liability within the fair value hierarchy:



|                                                     |  |                |         |            |  |         |         |         |  |        
|---------------------------------------------------- |  | -------------- | ------- | ---------- |  | ------- | ------- | ------- |  | -------
|($ in thousands)                                     |  | Carrying Value |         | Fair Value |  | Level 1 |         | Level 2 |  | Level 3
|TICC CLO LLC Class A Notes, net
of discount          |  | $              | 99,883  |            |  | $       | 101,250 |         |  | $      
|TICC CLO 2012-1 LLC Class A-1 Notes, net of discount |  |                | 86,149  |            |  |         | 87,780  |         |  |        
|TICC CLO 2012-1 LLC Class B-1 Notes, net of discount |  |                | 9,455   |            |  |         | 9,875   |         |  |        
|TICC CLO 2012-1 LLC Class C-1 Notes, net of discount |  |                | 10,501  |            |  |         | 11,155  |         |  |        
|TICC CLO 2012-1 LLC Class D-1 Notes, net of discount |  |                | 9,347   |            |  |         | 10,382  |         |  |        
|2017 Convertible Notes                               |  |                | 115,000 |            |  |         | 113,131 |         |  |        
|Total                                                |  | $              | 330,335 |            |  | $       | 333,573 |         |  | $      





21







TICC CAPITAL CORP.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2013



Fair value is based upon the bid price provided by the placement
agent at the measurement date.



A reconciliation of the fair value of investments for the
three months ended March 31, 2013, utilizing significant unobservable inputs, is as follows:



|($ in millions)                                                                                                                                                                                                                                                                                                             |  | Senior
    Secured Note Investments |       |   | Senior
    Unsecured Note Investments |   |      | Collateralized
    Loan Obligation Debt Investments |  |   | Collateralized
    Loan Obligation Equity Investments |   |  | Subordinated
    Note Investments |       |   | Common
    Stock Investments |   |      | Preferred
    Share Equity Investments |  |   | Warrants
    to Purchase Equity Investments |  |  | Total |     
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- | ----- | - | ------------------------------------- | - | ---- | --------------------------------------------------- |  | - | ----------------------------------------------------- | - |  | --------------------------------- | ----- | - | ---------------------------- | - | ---- | -------------------------------------- |  | - | ------------------------------------------- |  |  | ----- | ----
|Balance at December 31, 2012                                                                                                                                                                                                                                                                                                |  | $                                   | 485.1 |   |                                       | $ | 0.0  |                                                     |  | $ | 55.6                                                  |   |  | $                                 | 109.3 |   |                              | $ | 0.1  |                                        |  | $ | 4.4                                         |  |  | $     | 2.7 
|Realized Gains included in earnings                                                                                                                                                                                                                                                                                         |  |                                     | 0.8   |   |                                       |   | 0.6  |                                                     |  |   | 5.2                                                   |   |  |                                   | 0.0   |   |                              |   | 0.0  |                                        |  |   | 0.0                                         |  |  |       | 0.0 
|Unrealized (depreciation) appreciation
    included in earnings                                                                                                                                                                                                                                                             |  |                                     | 5.5   |   |                                       |   | 2.7  |                                                     |  |   | (3.0                                                  | ) |  |                                   | (4.8  | ) |                              |   | 0.0  |                                        |  |   | 3.7                                         |  |  |       | (0.7
|Accretion of discount                                                                                                                                                                                                                                                                                                       |  |                                     | 0.8   |   |                                       |   | 0.0  |                                                     |  |   | 0.4                                                   |   |  |                                   | 0.0   |   |                              |   | 0.0  |                                        |  |   | 0.0                                         |  |  |       | 0.0 
|Purchases                                                                                                                                                                                                                                                                                                                   |  |                                     | 105.1 |   |                                       |   | 3.1  |                                                     |  |   | 5.1                                                   |   |  |                                   | 87.8  |   |                              |   | 0.0  |                                        |  |   | 3.4                                         |  |  |       | 0.0 
|Repayments and Sales(1)                                                                                                                                                                                                                                                                                                     |  |                                     | (40.1 | ) |                                       |   | (1.1 | )                                                   |  |   | (18.5                                                 | ) |  |                                   | 0.0   |   |                              |   | (0.1 | )                                      |  |   | 0.0                                         |  |  |       | 0.0 
|Payment in Kind income                                                                                                                                                                                                                                                                                                      |  |                                     | 0.1   |   |                                       |   | 0.0  |                                                     |  |   | 0.0                                                   |   |  |                                   | 0.0   |   |                              |   | 0.0  |                                        |  |   | 0.0                                         |  |  |       | 0.1 
|Transfers in
    and/or out of level 3                                                                                                                                                                                                                                                                                      |  |                                     | 0.0   |   |                                       |   | 0.0  |                                                     |  |   | 0.0                                                   |   |  |                                   | 0.0   |   |                              |   | 0.0  |                                        |  |   | 0.0                                         |  |  |       | 0.0 
|Balance at March 31, 2013                                                                                                                                                                                                                                                                                                   |  | $                                   | 557.3 |   |                                       | $ | 5.3  |                                                     |  | $ | 44.8                                                  |   |  | $                                 | 192.3 |   |                              | $ | 0.0  |                                        |  | $ | 11.5                                        |  |  | $     | 2.1 
|The amount
    of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating
    to our Level 3 assets still held at the reporting date and reported within the net change in unrealized gains or losses on
    investments in our Statement of Operations |  | $                                   | 5.3   |   |                                       | $ | 2.7  |                                                     |  | $ | 1.2                                                   |   |  | $                                 | (4.8  | ) |                              | $ | 0.0  |                                        |  | $ | 3.7                                         |  |  | $     | (0.7



| | (1) | Includes rounding adjustments to reconcile period
balances.
| | --- | -----------------------------------------------------------





22









TICC CAPITAL CORP.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2013



Our assets measured at fair value on a recurring
basis subject to the disclosure requirements of ASC 820-10-35 at December 31, 2012, were as follows:



|http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |  | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |     |  | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |   |     | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |  |   | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF | 
|----------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------- | --- |  | ----------------------------------------------------------------------------------------- | - | --- | ----------------------------------------------------------------------------------------- |  | - | ----------------------------------------------------------------------------------------- | 
|($ in millions)                                                                           |  | Fair Value Measurements at Reporting Date Using                                           |     |  |                                                                                           |  
|Assets                                                                                    |  | Quoted Prices in Active Markets for Identical Assets (Level 1)                            |     |  | Significant Other Observable Inputs (Level 2)                                             |   |     | Significant Unobservable Inputs (Level 3)                                                 |  |   | Total                                                                                     | 
|Senior Secured Notes                                                                      |  | $                                                                                         | 0.0 |  |                                                                                           | $ | 9.8 |                                                                                           |  | $ | 485.1                                                                                     | 
|CLO Debt                                                                                  |  |                                                                                           | 0.0 |  |                                                                                           |   | 0.0 |                                                                                           |  |   | 55.6                                                                                      | 
|CLO Equity                                                                                |  |                                                                                           | 0.0 |  |                                                                                           |   | 0.0 |                                                                                           |  |   | 109.3                                                                                     | 
|Subordinated Notes                                                                        |  |                                                                                           | 0.0 |  |                                                                                           |   | 0.0 |                                                                                           |  |   | 0.1                                                                                       | 
|Common Stock                                                                              |  |                                                                                           | 0.0 |  |                                                                                           |   | 0.0 |                                                                                           |  |   | 4.4                                                                                       | 
|Preferred Shares                                                                          |  |                                                                                           | 0.0 |  |                                                                                           |   | 0.0 |                                                                                           |  |   | 2.7                                                                                       | 
|Warrants to purchase equity                                                               |  |                                                                                           | 0.0 |  |                                                                                           |   | 0.0 |                                                                                           |  |   | 0.5                                                                                       | 
|Total                                                                                     |  | $                                                                                         | 0.0 |  |                                                                                           | $ | 9.8 |                                                                                           |  | $ | 657.7                                                                                     | 



A reconciliation of the fair value of investments
for the year ended December 31, 2012, utilizing significant unobservable inputs, is as follows:





|($ in millions)                                                                                                                                                                                                                                                                                                             |  | Senior Secured
    Note Investments |        |   | Collateralized
    Loan Obligation Debt Investments |   |       | Collateralized
    Loan Obligation Equity Investments |  |   | Subordinated
    Note Investments |  |  | Common Stock
    Investments |      |   | Preferred
    Share Equity Investments |   |     | Warrants
    to Purchase Equity Investments |  |   | Total |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- | ------ | - | --------------------------------------------------- | - | ----- | ----------------------------------------------------- |  | - | --------------------------------- |  |  | ---------------------------- | ---- | - | -------------------------------------- | - | --- | ------------------------------------------- |  | - | ----- | -
|Balance at December 31, 2011                                                                                                                                                                                                                                                                                                |  | $                                   | 279.2  |   |                                                     | $ | 51.0  |                                                       |  | $ | 39.3                              |  |  | $                            | 4.9  |   |                                        | $ | 3.1 |                                             |  | $ | 2.5   |  
|Realized Gains included in earnings                                                                                                                                                                                                                                                                                         |  |                                     | 4.0    |   |                                                     |   | 12.4  |                                                       |  |   | 0.0                               |  |  |                              | 0.1  |   |                                        |   | 0.0 |                                             |  |   | 0.0   |  
|Unrealized (depreciation) appreciation
    included in earnings                                                                                                                                                                                                                                                             |  |                                     | (2.6   | ) |                                                     |   | 4.5   |                                                       |  |   | 11.3                              |  |  |                              | 0.2  |   |                                        |   | 1.3 |                                             |  |   | (0.2  | )
|Accretion of discount                                                                                                                                                                                                                                                                                                       |  |                                     | 2.9    |   |                                                     |   | 2.8   |                                                       |  |   | 0.0                               |  |  |                              | 0.0  |   |                                        |   | 0.0 |                                             |  |   | 0.0   |  
|Purchases                                                                                                                                                                                                                                                                                                                   |  |                                     | 398.7  |   |                                                     |   | 27.3  |                                                       |  |   | 58.7                              |  |  |                              | 0.0  |   |                                        |   | 0.0 |                                             |  |   | 0.0   |  
|Repayments
    and Sales (1)                                                                                                                                                                                                                                                                                                |  |                                     | (201.6 | ) |                                                     |   | (42.4 | )                                                     |  |   | 0.0                               |  |  |                              | (5.2 | ) |                                        |   | 0.0 |                                             |  |   | 0.0   |  
|Payment in Kind income                                                                                                                                                                                                                                                                                                      |  |                                     | 4.5    |   |                                                     |   | 0.0   |                                                       |  |   | 0.0                               |  |  |                              | 0.1  |   |                                        |   | 0.0 |                                             |  |   | 0.4   |  
|Transfers in
    and/or out of level 3                                                                                                                                                                                                                                                                                      |  |                                     | 0.0    |   |                                                     |   | 0.0   |                                                       |  |   | 0.0                               |  |  |                              | 0.0  |   |                                        |   | 0.0 |                                             |  |   | 0.0   |  
|Balance at December 31, 2012                                                                                                                                                                                                                                                                                                |  | $                                   | 485.1  |   |                                                     | $ | 55.6  |                                                       |  | $ | 109.3                             |  |  | $                            | 0.1  |   |                                        | $ | 4.4 |                                             |  | $ | 2.7   |  
|The amount of total gains or losses
    for the period included in earnings attributable to the change in unrealized gains or losses relating to our Level 3 assets
    still held at the reporting date and reported within the net change in unrealized gains or losses on investments in our Statement
    of Operations |  | $                                   | (1.7   | ) |                                                     | $ | 8.0   |                                                       |  | $ | 11.3                              |  |  | $                            | 0.1  |   |                                        | $ | 1.3 |                                             |  | $ | (0.1  | )







|(1) | Includes rounding adjustments
    to reconcile period balances.
|--- | ---------------------------------------------------------------





23







TICC CAPITAL CORP.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2013





The following table shows
the fair value of TICC’s portfolio of investments by asset class as of March 31, 2013 and December 31, 2012:





|                       |  | March
    31, 2013       |       |  | December 31, 2012            | 
|---------------------- |  | ------------------------ | ----- |  | ---------------------------- | 
|                       |  | Investments atFair Value |       |  | Percentage ofTotal Portfolio | 
|                       |  | (dollars in millions)    |       |  |                              | 
|Senior Secured Notes   |  | $                        | 574.4 |  |                              | 
|Senior Unsecured Notes |  |                          | 5.3   |  |                              | 
|CLO Debt               |  |                          | 44.8  |  |                              | 
|CLO Equity             |  |                          | 192.3 |  |                              | 
|Subordinated Notes     |  |                          | 0.0   |  |                              | 
|Common Stock           |  |                          | 11.5  |  |                              | 
|Preferred Shares       |  |                          | 2.1   |  |                              | 
|Warrants               |  |                          | 0.5   |  |                              | 
|                       |  |                          |       |  |                              | 
|Total                  |  | $                        | 830.9 |  |                              | 



NOTE 4. BORROWINGS



In accordance with the 1940 Act, with certain
limited exceptions, the Company is only allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is
at least 200% after such borrowing. As of March 31 2013, the Company’s asset coverage for borrowed amounts was 231%.



The following are the Company’s
outstanding principal amounts, carrying values and fair values of the Company’s notes payable as of March 31, 2013 and December
31, 2012. Fair values of our notes payable are based upon the bid price provided by the placement agent at the measurement date:

|http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |  | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |         | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |               | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |         | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |  | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |                      | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF
|----------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------- | ------- | ----------------------------------------------------------------------------------------- | ------------- | ----------------------------------------------------------------------------------------- | ------- | ----------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------- | -------------------- | -----------------------------------------------------------------------------------------
|                                                                                          |  | As
    of                                                                                
|                                                                                          |  | March
    31, 2013                                                                        |         | December
    31, 2012                                                                    
|($
    in thousands)                                                                      |  | PrincipalAmount                                                                           |         |                                                                                           | CarryingValue |                                                                                           |         | FairValue                                                                                 |  |                                                                                           | Principal
    Amount |                                                                                          
|TICC
    CLO LLC 2021 Notes                                                               |  | $                                                                                         | 101,250 |                                                                                           |               | $                                                                                         | 99,922  | (1)                                                                                       |  | $                                                                                         | 101,250              |                                                                                          
|TICC
    CLO 2012-1 LLCClass A-1 2023 Notes(2)                                            |  |                                                                                           | 132,000 |                                                                                           |               |                                                                                           | 129,923 | (1)                                                                                       |  |                                                                                           | 131,340              |                                                                                          
|TICC CLO 2012-1 LLCClass B-1 2023 Notes(2)                                                |  |                                                                                           | 15,000  |                                                                                           |               |                                                                                           | 14,430  | (1)                                                                                       |  |                                                                                           | 14,963               |                                                                                          
|TICC CLO 2012-1 LLCClass C-1 2023 Notes(2)                                                |  |                                                                                           | 17,250  |                                                                                           |               |                                                                                           | 16,230  | (1)                                                                                       |  |                                                                                           | 17,164               |                                                                                          
|TICC
    CLO 2012-1 LLCClass D-1 2023 Notes(2)                                            |  |                                                                                           | 15,750  |                                                                                           |               |                                                                                           | 14,610  | (1)                                                                                       |  |                                                                                           | 15,671               |                                                                                          
|Sub-total
    TICC CLO2012-1, LLC                                                         |  |                                                                                           | 180,000 |                                                                                           |               |                                                                                           | 175,193 |                                                                                           |  |                                                                                           | 179,138              |                                                                                          
|2017
    Convertible Notes                                                                |  |                                                                                           | 115,000 |                                                                                           |               |                                                                                           | 115,000 |                                                                                           |  |                                                                                           | 117,300              |                                                                                          
|                                                                                          |  | $                                                                                         | 396,250 |                                                                                           |               | $                                                                                         | 390,115 |                                                                                           |  | $                                                                                         | 397,688              |                                                                                          



| | (1) | Represents the aggregate principal amount outstanding less the unaccreted discount. The total unaccreted discount for the 2021 Notes, the 2023 Class A Notes, the 2023 Class B Notes, the 2023 Class C Notes and the 2023 Class D Notes was approximately $1,328, $2,077, $570, $1,020 and $1,140, respectively. As of December 31, 2012, the total unaccreted discount for the 2021 Notes, the 2023 Class A Notes, the 2023 Class B Notes, the 2023 Class C Notes and the 2023 Class D Notes was approximately $1,367, $1,851, $545, $999 and $1,153, respectively.                                                                                                                                                                 
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (2) | The TICC CLO 2012-1 debt securitization financing transaction has an “accordion” feature which allows, under certain circumstances and subject to the satisfaction of certain conditions, for an increase in the amount of secured and subordinated notes issued by the special purpose vehicle. If the same classes of secured notes are to be issued, the increase must be pro rata to the existing secured and subordinated notes, and is limited to a total increase of $160 million in total size. On February 25, 2013, the special purpose vehicle issued additional secured notes of $60 million and subordinated notes of $20 million under the “accordion” feature - refer to “Notes Payable – TICC CLO 2012-1 LLC,” below.





24







TICC CAPITAL CORP.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2013





The weighted average stated
interest rate and weighted average maturity on all our debt outstanding as of March 31, 2013 were 4.11% and 8.20 years, respectively,
and as of December 31, 2012 were 4.50% and 8.1 years, respectively.



Debt Securitization



Notes Payable — TICC CLO
LLC



On August 10, 2011, the Company
completed a $225.0 million debt securitization financing transaction. The Class A Notes and the subordinated notes offered in the
debt securitization were issued by TICC CLO, a subsidiary of Holdings, which is in turn a direct subsidiary of TICC. The Class
A Notes are secured by the assets held by the 2011 Securitization Issuer. The securitization was executed through a private placement
of $101.25 million of secured notes rated AAA/Aaa by S&P and Moody’s, respectively, and bearing interest at the three-month
LIBOR plus 2.25%. Holdings retained all of the subordinated notes, which totaled $123.75 million, and retained all the membership
interests in the 2011 Securitization Issuer. The notes were sold at a discount to par, and the amount of the discount is being
amortized over the term of the notes. The Class A Notes are included in the March 31, 2013 consolidated statements of assets and
liabilities. For the three months ended March 31, 2013, the Class A note holders were paid interest on the Class A notes of approximately
$0.7 million. Holdings retained all of the 2011 Subordinated Notes totaling $123.75 million and all of the membership interests
in the 2011 Securitization Issuer. The 2011 Subordinated Notes do not bear interest, but are entitled to the residual economic
interest in the 2011 Securitization Issuer.



During a period of up to three years
from the closing date, all principal collections received on the underlying collateral may be used by the Securitization Issuer
to purchase new collateral under our direction in our capacity as collateral manager of the 2011 Securitization Issuer and in
accordance with our investment strategy, allowing us to maintain the initial leverage in the securitization for such three-year
period. The Class A Notes are scheduled to mature on July 25, 2021.



The proceeds of the private placement
of the Class A Notes, net of discount and debt issuance costs, were used for investment purposes. As part of the securitization,
we entered into a master loan sale agreement with Holdings and the 2011 Securitization Issuer under which we agreed to sell or
contribute certain senior secured and second lien loans (or participation interests therein) to Holdings, and Holdings agreed
to sell or contribute such loans (or participation interests therein) to the 2011 Securitization Issuer and to purchase or otherwise
acquire subordinated notes issued by the Securitization Issuer. The Class A Notes are the secured obligations of the 2011 Securitization
Issuer, and an indenture governing the Notes includes customary covenants and events of default.



We serve as collateral manager to
the 2011 Securitization Issuer under a collateral management agreement. We are entitled to a deferred fee for our services as
collateral manager. The deferred fee is eliminated in consolidation.



As of March 31, 2013, there
were 48 investments in portfolio companies with a total fair value of approximately $230.2 million, securing the Class A Notes.
The pool of loans in the securitization must meet certain requirements, including asset mix and concentration, collateral coverage,
term, agency rating, minimum coupon, minimum spread and sector diversity requirements.



Effective January 1, 2013
and through January 24, 2013, the interest rate of 2.57% charged under the securitization was based on three-month LIBOR of 0.32%.
Effective January 25, 2013 and through March 31, 2013, the interest rate of 2.55% charged under the securitization was based on
three-month LIBOR of 0.30%. For the three months ended March 31, 2013, the effective annualized average interest rate, which includes
amortization of discount and debt issuance costs on the securitization, was 3.05%. For the three months ended March 31, 2013, interest
expense, including the amortization of deferred debt issuance costs and the discount on the face amount of the Class A Notes, was
$760,360. Cash paid for interest during the three months ended March 31, 2012 was $663,758.



The amounts, ratings and
interest rates (expressed as a spread to LIBOR) of the Class A Notes are as follows:

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|----------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------
|Description                                                                               |  | Class A Notes                                                                            
|Type                                                                                      |  |                                                                                          
|Amount Outstanding                                                                        |  | $                                                                                        
|Moody’s Rating                                                                            |  |                                                                                          
|Standard & Poor’s Rating                                                                  |  |                                                                                          
|Interest Rate                                                                             |  |                                                                                          
|Stated Maturity                                                                           |  |                                                                                          
|                                                                                          |  |                                                                                          





25







TICC CAPITAL CORP.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2013



Deferred debt issuance costs represent
fees and other direct incremental costs incurred in connection with the Company’s debt securitization. As of March 31, 2013,
the Company had deferred debt issuance costs of approximately $2.5 million. Discount on the notes of the 2011 Securitization Issuer
at the time of issuance totaled approximately $1.6 million. These amounts are being amortized and included in interest expense
in the consolidated statements of operations over the term of the debt securitization. Amortization expense for the three months
ended March 31, 2013 was approximately $114,000. Amortization expense for the three months ended March 31, 2012 was $128,000.



Notes Payable — TICC CLO
2012-1 LLC



On August 23, 2012, the
Company completed a $160 million debt securitization financing transaction, consisting of $120 million in secured notes and
$40 million of subordinated notes. On February 25, 2013, the TICC CLO 2012-1 issued additional secured notes totaling $60
million and subordinated notes totaling $20 million, which subordinated notes were purchased by the Company, under the
“accordion” feature of the debt securitization which allows, under certain circumstances and subject to the
satisfaction of certain conditions, for an increase in the amount of secured and subordinated notes. If the same classes of
secured notes are to be issued, the increase must be pro rata to the existing secured and subordinated notes, and is limited
to a total increase of $160 million in total size. Alternatively, the special purpose vehicle may issue a class of secured
notes that is pari passu to the class D-1 notes or junior to all secured classes, without a cap on the amount of the notes.
It is not necessary that the Company own all or any of the notes permitted by this feature, which may affect the accounting
treatment of the debt securitization financing transaction. As of March 31, 2013 the secured notes of the 2012 Securitization
Issuer have an aggregate face amount of $180 million and were issued in four classes. The class A-1 notes have a current face
amount of $132 million, are rated AAA (sf) /Aaa (sf) by Standard & Poor’s Ratings Services (S&P)
and Moody’s Investors Service, Inc. (Moody’s), respectively, and bear interest at three-month LIBOR plus 1.75%.
The class B-1 notes have a current face amount of $15 million, are rated AA (sf)/Aa2 (sf) by S&P
and Moody’s, respectively, and bear interest at three-month LIBOR plus 3.50%. The class C-1 notes have a current
face amount of $17.25 million, are rated A (sf) /A2 (sf) by S&P and Moody’s, respectively, and
bear interest at three-month LIBOR plus 4.75%. The class D-1 notes have a current face amount of $15.75 million, are rated
BBB (sf) /Baa2 (sf) by S&P and Moody’s, respectively, and bear interest at three-month LIBOR plus
5.75%. TICC presently owns all of the subordinated notes, which totaled $60 million as of March 31, 2013.



During a period of up to
four years from the closing date, all principal collections received on the underlying collateral may be used by the 2012 Securitization
Issuer to purchase new collateral under the direction of TICC in its capacity as collateral manager of the 2012 Securitization
Issuer and in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in
the securitization for such four-year period. All note classes are scheduled to mature on August 25, 2023.



The proceeds of the private
placement of the Classes A, B, C, D and 2012 Subordinated Notes of the 2012 Securitization Issuer, net of discount and debt issuance
costs, were used for investment purposes. As part of the securitization, TICC entered into a master loan sale agreement with TICC
CLO 2012-1 pursuant to which TICC agreed to sell or contribute certain senior secured and second lien loans (or participation interests
therein) to TICC CLO 2012-1, and to purchase or otherwise acquire the 2012 Subordinated Notes. The Classes A, B, C, D and 2012
Subordinated Notes of the 2012 Securitization Issuer are the secured obligations of TICC CLO 2012-1, and an indenture governing
the notes of the 2012 Securitization Issuer includes customary covenants and events of default.



As of March 31, 2013, there were 47
investments in portfolio companies with a total fair value of approximately $217.2 million, collateralizing the secured notes
of the 2012 Securitization Issuer. The pool of loans in the securitization must meet certain requirements, including asset mix
and concentration, collateral coverage, term, agency rating, minimum coupon, minimum spread and sector diversity requirements.



For the three months ended March 31,
2013, the effective annualized average interest rate, which includes amortization of discount and debt issuance costs on the securitization,
was 3.62%. For the same period, interest expense, including the amortization of deferred debt issuance costs and the discount
on the face amount of the notes under the securitization was $1,259,281 comprised of coupon interest expense ($1,089,856) and
accreted discount ($105,149), as well as amortized deferred debt issuance costs ($64,276).



26









TICC CAPITAL CORP.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2013



Effective February 25, 2013
and as of March 31, 2013, the interest charged under the securitization was based on three-month LIBOR, which was approximately
0.29%. The classes, interest rates, spread over LIBOR, stated interest expense and note discount expense are as follows:



|http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |  | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |         | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |  | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |     | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF
|----------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------- | ------- | ----------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------- | --- | -----------------------------------------------------------------------------------------
|                                                                                          |  | Stated Interest Rate                                                                      |         | LIBOR Spread(basis points)                                                                |  | Stated Interest Expense                                                                   |     | NoteDiscount Expense                                                                     
|TICC CLO 2012-1 LLC Class A-1 Notes                                                       |  |                                                                                           | 2.03810 | %                                                                                         |  |                                                                                           | 175 |                                                                                          
|TICC CLO 2012-1 LLC Class B-1 Notes                                                       |  |                                                                                           | 3.78810 | %                                                                                         |  |                                                                                           | 350 |                                                                                          
|TICC CLO 2012-1 LLC Class C-1 Notes                                                       |  |                                                                                           | 5.03810 | %                                                                                         |  |                                                                                           | 475 |                                                                                          
|TICC CLO 2012-1 LLC Class D-1 Notes                                                       |  |                                                                                           | 6.03810 | %                                                                                         |  |                                                                                           | 575 |                                                                                          
|Total                                                                                     |  |                                                                                           |         |                                                                                           |  |                                                                                           |     |                                                                                          



The amounts, ratings and
interest rates (expressed as a spread to LIBOR) of the Class A-1, B-1, C-1, D-1 and 2012 Subordinated Notes are as follows:

|http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |  | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |                                      | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |  | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |                                      | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |  | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF
|----------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------- | ------------------------------------ | ----------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------- | ------------------------------------ | ----------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------
|http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |  | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |                                      | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |  | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |                                      | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |  | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF
|Description                                                                               |  | Class
    A-1 Notes                                                                       |                                      | Class
    B-1 Notes                                                                       |  | Class
    C-1 Notes                                                                       |                                      | Class
    D-1 Notes                                                                       |  | Subordinated
    Notes                                                                   
|Type                                                                                      |  |                                                                                           | Senior
    Secured
    Floating Rate |                                                                                           |  |                                                                                           | Senior
    Secured
    Floating Rate |                                                                                           |  |                                                                                          
|Amount
    Outstanding                                                                    |  | $                                                                                         | 132,000,000                          |                                                                                           |  | $                                                                                         | 15,000,000                           |                                                                                           |  | $                                                                                        
|Moody's
    Rating                                                                        |  |                                                                                           | “Aaa”                                |                                                                                           |  |                                                                                           | “Aa2”                                |                                                                                           |  |                                                                                          
|Standard
    & Poor's Rating                                                              |  |                                                                                           | “AAA”                                |                                                                                           |  |                                                                                           | “AA”                                 |                                                                                           |  |                                                                                          
|Interest
    Rate                                                                         |  |                                                                                           | LIBOR + 1.75%                        |                                                                                           |  |                                                                                           | LIBOR + 3.50%                        |                                                                                           |  |                                                                                          
|Stated
    Maturity                                                                       |  |                                                                                           | August 25, 2023                      |                                                                                           |  |                                                                                           | August 25, 2023                      |                                                                                           |  |                                                                                          
|Junior
    Classes                                                                        |  |                                                                                           | B-1, C-1, D-1
    and Subordinated   |                                                                                           |  |                                                                                           | C-1, D-1
    and Subordinated        |                                                                                           |  |                                                                                          



TICC serves as collateral
manager to the 2012 Securitization Issuer under a collateral management agreement. TICC is entitled to a deferred fee for its services
as collateral manager. The deferred fee is eliminated in consolidation.



2017 Convertible Notes



On September 26, 2012,
the Company issued $105,000,000 aggregate principal amount of the Convertible Notes and an additional $10,000,000 aggregate principal
amount of the Convertible Notes was issued on October 22, 2012 pursuant to the exercise of the initial purchasers’ option
to purchase additional Convertible Notes. The Convertible Notes bear interest at a rate of 7.50% per year, payable semi-annually
in arrears on May 1 and November 1 of each year, commencing on May 1, 2013. The accrued interest payable on the Convertible Notes
during the first quarter of 2013 was approximately $4.4 million. Additionally, for the quarter ended March 31, 2013, the amortization
of deferred issuance costs was approximately $151,000. The Convertible Notes are convertible into shares of our common stock based
on an initial conversion rate of 87.2448 shares of our common stock per $1,000 principal amount of Convertible Notes, which
is equivalent to an initial conversion price of approximately $11.46 per share of common stock. The conversion price for the Convertible
Notes will be reduced for quarterly cash dividends paid to common shares to the extent that the quarterly dividend exceeds $0.29
cents per share, subject to adjustment. The Convertible Notes mature on November 1, 2017, unless previously converted in accordance
with their terms. The Company does not have the right to redeem the Convertible Notes prior to maturity.



In certain circumstances,
the Convertible Notes will be convertible into shares of the Company’s common stock at its initial conversion rate (listed
below) subject to customary anti-dilution adjustments and the requirements of its indenture, at any time on or prior to the close
of business on the business day immediately preceding the maturity date. We will in certain circumstances increase the conversion
rate by a number of additional shares.





27







TICC CAPITAL CORP.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2013



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|----------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------
|                                                                                          |  | November 2017 Convertible Notes                                                          
|Conversion premium                                                                        |  |                                                                                          
|Closing stock price                                                                       |  |                                                                                          
|Closing stock price date                                                                  |  |                                                                                          
|Initial conversion price                                                                  |  |                                                                                          
|Initial conversion rate (shares per one thousand dollar principal amount)                 |  |                                                                                          
|Maturity date                                                                             |  |                                                                                          



As of March 31, 2013, the
principal amount of the Convertible Notes exceeded the value of the underlying shares multiplied by the per share closing price
of the Company’s common stock.



The Convertible Notes are
the Company’s general, unsecured obligations and rank equal in right of payment with all of the Company’s existing
and future senior, unsecured indebtedness and senior in right of payment to any of the Company’s subordinated indebtedness.
As a result, the Convertible Notes will be effectively subordinated to the Company’s existing and future secured indebtedness
to the extent of the value of the assets securing such indebtedness and structurally subordinated to any existing and future liabilities
and other indebtedness of the Company’s subsidiaries.



NOTE 5. EARNINGS PER SHARE



The following table sets forth the computation
of basic and diluted net increase in net assets resulting from investment income per share for the three months ended March 31,
2013 and 2012, respectively:



|                                                                                                                    |  | Three MonthsEndedMarch 31, 2013 |            |  | Three MonthsEndedMarch 31, 2012 |   |            | 
|------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ---------- |  | ------------------------------- | - | ---------- | 
|                                                                                                                    |  |                                 |            |  |                                 |   |            | 
|Net increase in net assets resulting from net investment
    income                                                 |  | $                               | 10,651,203 |  |                                 | $ | 8,154,520  | 
|Weighted average common shares outstanding – basic                                                                  |  |                                 | 45,565,784 |  |                                 |   | 33,410,298 | 
|Earnings per common share - basic                                                                                   |  | $                               | 0.23       |  |                                 | $ | 0.24       | 
|                                                                                                                    |  |                                 |            |  |                                 |   |            | 
|Net increase in net assets resulting from net investment income, before
    adjustments                             |  | $                               | 10,651,203 |  |                                 | $ | 8,154,520  | 
|Adjustments for interest
    on convertible senior notes, deferred issuance costs, advisory fees and incentive fees |  |                                 | 1,818,869  |  |                                 |   | N/A        | 
|Net increase in net assets resulting from net investment income, as
    adjusted                                    |  | $                               | 12,470,072 |  |                                 | $ | 8,154,520  | 
|Weighted average common shares outstanding – basic                                                                  |  |                                 | 45,565,784 |  |                                 |   | 33,410,298 | 
|Adjustments for dilutive effect of convertible notes                                                                |  |                                 | 10,033,152 |  |                                 |   | N/A        | 
|Weighted average common shares outstanding – diluted                                                                |  |                                 | 55,598,936 |  |                                 |   | 33,410,298 | 
|Earnings per common share – diluted                                                                                 |  | $                               | 0.22       |  |                                 | $ | 0.24       | 



The following table sets forth the computation
of basic and diluted net increase in net assets resulting from operations per share for the three months ended March 31, 2013 and
2012, respectively:



|                                                                                                                    |  | Three MonthsEndedMarch 31, 2013 |            |  | Three MonthsEndedMarch 31, 2012 |   |            | 
|------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ---------- |  | ------------------------------- | - | ---------- | 
|                                                                                                                    |  |                                 |            |  |                                 |   |            | 
|Net increase in net assets
    resulting from operations                                                            |  | $                               | 20,842,046 |  |                                 | $ | 17,083,368 | 
|Weighted average common shares outstanding
    – basic                                                              |  |                                 | 45,565,784 |  |                                 |   | 33,410,298 | 
|Earnings per common share - basic                                                                                   |  | $                               | 0.46       |  |                                 | $ | 0.51       | 
|                                                                                                                    |  |                                 |            |  |                                 |   |            | 
|Net increase in net assets resulting from
    operations, before adjustments                                        |  | $                               | 20,842,046 |  |                                 | $ | 17,083,368 | 
|Adjustments for interest
    on convertible senior notes, deferred issuance costs, advisory fees and incentive fees |  |                                 | 1,818,869  |  |                                 |   | N/A        | 
|Net increase in net assets resulting from
    operations, as adjusted                                               |  | $                               | 22,660,915 |  |                                 | $ | 17,083,368 | 
|Weighted average common shares outstanding
    – basic                                                              |  |                                 | 45,565,784 |  |                                 |   | 33,410,298 | 
|Adjustments for dilutive effect of convertible
    notes                                                            |  |                                 | 10,033,152 |  |                                 |   | N/A        | 
|Weighted average common shares outstanding
    – diluted                                                            |  |                                 | 55,598,936 |  |                                 |   | 33,410,298 | 
|Earnings per common share – diluted                                                                                 |  | $                               | 0.41       |  |                                 | $ | 0.51       | 





28









TICC CAPITAL CORP.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2013



NOTE 6. RELATED PARTY TRANSACTIONS



TICC has entered into an investment advisory
agreement with TICC Management (the “Investment Advisory Agreement”) under which TICC Management, subject to the overall
supervision of TICC’s Board of Directors, manages the day-to-day operations of, and provides investment advisory services
to, TICC. For providing these services TICC Management receives a fee from TICC, consisting of two components: a base management
fee (the “Base Fee”) and an incentive fee. The Base Fee is calculated at an annual rate of 2.00%. The Base Fee is payable
quarterly in arrears, and is calculated based on the average value of TICC’s gross assets at the end of the two most recently
completed calendar quarters, and appropriately adjusted for any equity or debt capital raises, repurchases or redemptions during
the current calendar quarter. Accordingly, the Base Fee will be payable regardless of whether the value of TICC’s gross assets
have decreased during the quarter.



The incentive fee has two parts. The first
part is calculated and payable quarterly in arrears based on the Company’s “Pre-Incentive Fee Net Investment Income”
for the immediately preceding calendar quarter. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest
income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence
and consulting fees or other fees that TICC receives from portfolio companies) accrued during the calendar quarter, minus the Company’s
operating expenses for the quarter (including the Base Fee, expenses payable under the Company’s administration agreement
with BDC Partners (the “Administration Agreement”), and any interest expense and dividends paid on any issued and outstanding
preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments
with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities),
accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized
capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income,
expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter,
is compared to one- fourth of an annual “hurdle rate.” Given that this portion of the incentive fee is payable without
regard to any capital gain, capital loss or unrealized depreciation that may occur during the quarter, this portion of TICC Management’s
incentive fee may also be payable notwithstanding a decline in net asset value that quarter.



For each year commencing on or after
January 1, 2005, the annual hurdle rate has been determined as of the immediately preceding December 31st by adding
5.0% to the interest rate then payable on the most recently issued five-year U.S. Treasury Notes, up to a maximum annual hurdle
rate of 10.0%. The annual hurdle rates for the 2012, 2011 and 2010 calendar years were 5.83% 7.01% and 7.69%, respectively. The
current hurdle rate for the 2013 calendar year, calculated as of December 31, 2012, is 5.72%.



The second part of the incentive fee is
determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement,
as of the termination date), and equals 20% of the Company’s “Incentive Fee Capital Gains,” which consist of
the Company’s realized capital gains for each calendar year, computed net of all realized capital losses and unrealized capital
depreciation for that calendar year. 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 gains were realized, we will accrue a capital gains incentive
fee based upon net realized capital gains and unrealized capital depreciation for that calendar year (in accordance with the terms
of the Investment Advisory Agreement), plus unrealized capital appreciation on investments held at the end of the period. It should
be noted that a fee so calculated and accrued would not necessarily be payable under the Investment Advisory Agreement, and may
never be paid based upon 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.



Incentive fees, based upon pre-incentive
fee net investment income, were approximately $1.3 million and $1.2 million for the quarters ended March 31, 2013 and 2012, respectively.
The net investment income incentive fee payable to TICC Management as of March 31, 2013 and 2012, was approximately $1.3 million
and $1.2 million, respectively.



For the quarter ended March 31, 2013,
the capital gains incentive fee was approximately $215,000 compared with an expense of approximately $1.1 million for the quarter
ended March 31, 2012. The amount of capital gains incentive fee related to the hypothetical liquidation of the portfolio (and
assuming no other changes in realized or unrealized gains and losses) would only become payable to TICC Management in the event
of a complete liquidation of TICC’s portfolio as of period end and the termination of the Investment Advisory Agreement
on such date. Also, it should be noted that the capital gains incentive fee fluctuates with the Company’s overall investment
results. The accrued capital gains incentive fee payable as of March 31, 2013 and 2012, was approximately $5.3 million and $2.2
million, respectively.



In addition, in the event the Company recognizes
payment-in-kind, or “PIK,” interest income in excess of its available capital, the Company may be required to liquidate
assets in order to pay a portion of the incentive fee. TICC Management, however, is not required to reimburse the Company for the
portion of any incentive fees attributable to PIK loan interest income in the event of a subsequent default.



TICC Management is controlled by BDC
Partners, its managing member. Charles M. Royce, as the non-managing member, holds a minority, non-controlling interest in TICC
Management. BDC Partners, as the managing member of TICC Management, manages the business and internal affairs of TICC Management.
In addition, BDC Partners provides TICC with office facilities and administrative services pursuant to an amended and restated
administration agreement (the “Administration Agreement”). Jonathan H. Cohen, the Company’s Chief Executive
Officer, as well as a Director, is the managing member of BDC Partners. Saul B. Rosenthal, the Company’s President and Chief
Operating Officer, is also the President and Chief Operating Officer of TICC Management and a member of BDC Partners. Messrs.
Cohen and Rosenthal have an equal equity interest in BDC Partners. Charles M. Royce, the Company’s non-executive Chairman
of the Board of Directors, does not take part in the management or participate in the operations of TICC Management; however,
Mr. Royce is expected to be available from time to time to TICC Management to provide certain consulting services without compensation.
BDC Partners is also the managing member of Oxford Gate Capital, LLC, a private fund in which Messrs. Cohen and Rosenthal are
invested.



Messrs. Cohen and Rosenthal also currently
serve as Chief Executive Officer and President, respectively, for T2 Advisers, LLC, which serves as the Collateral Manager of
T2 Income Fund CLO I Ltd. BDC Partners is the managing member of T2 Advisers, LLC. Further, Messrs. Cohen and Rosenthal currently
serve as Chief Executive Officer and President, respectively, of Oxford Lane Capital Corp., a non-diversified closed-end management
investment company that currently invests primarily in CLO debt and equity tranches, and its investment adviser, Oxford Lane Management.
BDC Partners provides Oxford Lane Capital Corp. with office facilities and administrative services pursuant to an administration
agreement and also serves as the managing member of Oxford Lane Management. In addition, Patrick F. Conroy, the Chief Financial
Officer, Chief Compliance Officer and Corporate Secretary of TICC Management, BDC Partners and TICC, serves in the same capacities
for Oxford Lane Capital Corp. and Oxford Lane Management and also serves as the Chief Financial Officer, Chief Compliance Officer
and Treasurer of T2 Advisers, LLC. Because of these possible conflicts of interest, these individuals may direct potential business
and investment opportunities to other entities rather than to the Company or such individuals may undertake or otherwise engage
in activities or conduct on behalf of such other entities that is not in, or which may be adverse to, the Company’s best
interests.



BDC Partners has adopted a written
policy with respect to the allocation of investment opportunities among the Company, Oxford Lane Capital Corp., T2 Income Fund
CLO I Ltd. and Oxford Gate Capital, LLC in view of the potential conflicts of interest raised by the relationships described above.



29









TICC CAPITAL CORP.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2013



Under the Administration Agreement, BDC
Partners provides administrative services for TICC. The Company pays BDC Partners an allocable portion of overhead and other expenses
incurred by BDC Partners in performing its obligations under the Administration Agreement, including a portion of the rent and
the compensation of the chief financial officer, chief compliance officer, controller and other administrative support personnel,
which creates potential conflicts of interest that the Board of Directors must monitor.



For the quarters ended March 31, 2013 and
2012, respectively, TICC incurred base investment advisory fees of approximately $4.1 million and $2.1 million in accordance with
the terms of the Investment Advisory Agreement, of which amounts $4.1 million and $2.1 million remained payable to TICC Management
at the end of each respective period. For the quarters ended March 31, 2013 and 2012, respectively, TICC incurred approximately
$311,000 and $270,000, respectively, in compensation expenses for the services of employees allocated to the administrative activities
of TICC, pursuant to the Administration Agreement with BDC Partners, of which amounts approximately $191,000 and $150,000 were
accrued for compensation expense at the end of each respective period. In addition, TICC incurred approximately $22,000 and $16,000
for reimbursement of facility costs allocated under the Administration Agreement for the quarters ended March 31, 2013 and 2012,
respectively, of which $6,600 and $0 remained payable at the end of each respective period.



NOTE 7. DIVIDENDS



The Company intends to continue to operate
so as to qualify to be taxed as a RIC under the Code and, as such, the Company would not be subject to federal income tax on the
portion of its taxable income and gains distributed to stockholders. To qualify as a RIC, the Company is required, among other
requirements, to distribute at least 90% of its annual investment company taxable income, as defined by the Code. The amount to
be paid out as a dividend is determined by the Board of Directors each quarter and is based upon the annual earnings estimated
by the management of the Company. To the extent that the Company’s investment company taxable income falls below the amount
of dividends declared, however, a portion of the total amount of the Company’s dividends for the fiscal year may be deemed
a return of capital for tax purposes to the Company’s stockholders.



The Company intends to comply with the
applicable provisions of the Code pertaining to regulated investment companies to make distributions of taxable income sufficient
to relieve it of substantially all Federal income taxes. The Company, at its discretion, may carry forward taxable income in excess
of calendar year distributions and pay a 4% excise tax on this income. The Company will accrue excise tax on estimated excess taxable
income, if any, as required.



On March 28, 2013, the Company paid a
dividend of $0.29 per share. The Company has a dividend reinvestment plan under which all distributions are paid to stockholders
in the form of additional shares, unless a stockholder elects to receive cash. The plan was recently amended to provide a 5% discount
for shares purchased under the dividend reinvestment plan.



NOTE 8. NET ASSET VALUE PER SHARE



The Company’s net asset value per
share at March 31, 2013 was $10.02, and at December 31, 2012 was $9.90. In determining the Company’s net asset value per
share, the Board of Directors determined in good faith the fair value of the Company’s portfolio investments for which reliable
market quotations are not readily available.



NOTE 9. PAYMENT-IN-KIND



The Company has investments in its
portfolio which contain a payment-in-kind, or PIK, provision. The PIK interest and PIK fee is added to the cost basis of the investment
and recorded as income. To maintain the Company’s status as a RIC (as discussed in Note 7 above), this non-cash source of
income must be paid out to stockholders in the form of dividends, even though the Company has not yet collected the cash. Amounts
necessary to pay these dividends may come from available cash or the liquidation of certain investments. For the three months
ended March 31, 2013 and 2012, the Company recorded approximately $221,000 and $198,000 in PIK income, respectively.



In addition, the Company recorded original
issue discount income of approximately $1.2 million and $1.4 million for the three months ended March 31, 2013 and 2012, respectively,
representing the amortization of the discount attributed to certain debt securities purchased by the Company, including original
issue discount (“OID”) and market discount.



NOTE 10. OTHER INCOME



Other income includes primarily closing
fees or origination fees associated with investments in portfolio companies. Such fees are normally paid at closing of the Company’s
investments, are fully earned and non-refundable, and are generally non-recurring.



For the three months ended March 31, 2013
and 2012, respectively, the Company recorded approximately $715,000 and $107,000 in other income.



The 1940 Act requires that a business
development company make available managerial assistance to its portfolio companies. The Company may receive fee income for managerial
assistance it renders to portfolio companies in connection with its investments. For the three months ended March 31, 2013 and
2012, respectively, the Company received no fee income for managerial assistance.





30







TICC CAPITAL CORP.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2013



NOTE 11. DISTRIBUTIONS FROM SECURITIZATION VEHICLES AND EQUITY
INVESTMENTS



The Company also receives distributions
on the “equity” tranches of securitization vehicles in which it invests. These tranches represent the residual economic
interests in such securitization vehicles, and those distributions are determined by the respective trustee on a quarterly basis.
The distributions are recognized in the period that they are finally determined and payable. The Company earned approximately $8.8
million in such distributions during the quarter ended March 31, 2013, compared to approximately $5.5 million during the quarter
ended March 31, 2012.



NOTE 12. FINANCIAL HIGHLIGHTS



Financial highlights for the three months
ending March 31, 2013 and 2012, respectively, are as follows:



|                                                                        |  | Three MonthsEndedMarch 31,2013(unaudited) |            |   | Three MonthsEndedMarch 31,2012(unaudited) |   |           
|----------------------------------------------------------------------- |  | ----------------------------------------- | ---------- | - | ----------------------------------------- | - | ----------
|                                                                        |  |                                           |            |   |                                           |   |           
|Per Share Data                                                          |  |                                           |            |   |                                           |   |           
|Net asset value at beginning of period                                  |  | $                                         | 9.90       |   |                                           | $ | 9.30      
|                                                                        |  |                                           |            |   |                                           |   |           
|Net investment income(1)                                                |  |                                           | 0.23       |   |                                           |   | 0.24      
|Net realized and unrealized capital gains                               |  |                                           | 0.23       |   |                                           |   | 0.27      
|                                                                        |  |                                           |            |   |                                           |   |           
|Total from net investment operations                                    |  |                                           | 0.46       |   |                                           |   | 0.51      
|                                                                        |  |                                           |            |   |                                           |   |           
|Distributions per share from net investment income                      |  |                                           | (0.29      | ) |                                           |   | (0.27     
|                                                                        |  |                                           |            |   |                                           |   |           
|Distributions based on weighted average share impact                    |  |                                           | (0.05      | ) |                                           |   | (0.04     
|                                                                        |  |                                           |            |   |                                           |   |           
|Total distributions(2)                                                  |  |                                           | (0.34      | ) |                                           |   | (0.31     
|                                                                        |  |                                           |            |   |                                           |   |           
|Effect of shares issued, net of offering expenses                       |  |                                           | -          |   |                                           |   | -         
|                                                                        |  |                                           |            |   |                                           |   |           
|Net asset value at end of period                                        |  | $                                         | 10.02      |   |                                           | $ | 9.50      
|                                                                        |  |                                           |            |   |                                           |   |           
|Per share market value at beginning of period                           |  | $                                         | 10.12      |   |                                           | $ | 8.65      
|Per share market value at end of period                                 |  | $                                         | 9.95       |   |                                           | $ | 9.74      
|Total return(3)                                                         |  |                                           | 1.19       | % |                                           |   | 15.72     
|Shares outstanding at end of period                                     |  |                                           | 52,541,808 |   |                                           |   | 37,754,774
|Ratios/Supplemental Data                                                |  |                                           |            |   |                                           |   |           
|Net assets at end of period (000’s)                                     |  |                                           | 526,465    |   |                                           |   | 358,515   
|Average net assets (000’s)                                              |  |                                           | 453,330    |   |                                           |   | 316,154   
|Ratio of expenses to average net assets:                                |  |                                           |            |   |                                           |   |           
|Expenses before incentive fees(4)                                       |  |                                           | 8.48       | % |                                           |   | 5.48      
|Net investment income incentive fees(4)                                 |  |                                           | 1.11       | % |                                           |   | 1.51      
|Capital gains incentive fees(4)                                         |  |                                           | 0.19       | % |                                           |   | 1.35      
|                                                                        |  |                                           |            |   |                                           |   |           
|Total ratio of expenses to average net assets(4)                        |  |                                           | 9.78       | % |                                           |   | 8.34      
|                                                                        |  |                                           |            |   |                                           |   |           
|Ratio of expenses, excluding interest expense, to average net assets(4) |  |                                           | 6.00       | % |                                           |   | 7.28      
|                                                                        |  |                                           |            |   |                                           |   |           
|Ratio of net investment income to average net assets(4)                 |  |                                           | 9.40       | % |                                           |   | 10.32     






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



| | (2) | Management monitors available taxable earnings, including net investment income and realized capital gains, to determine if
a tax return of capital may occur for the year. To the extent the Company’s taxable earnings fall below the total amount
of the Company’s distributions for that fiscal year, a portion of those distributions may be deemed a tax return of capital
to the Company’s stockholders. The tax character of distributions will be determined at the end of the fiscal year.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Total return equals the increase or decrease of ending market value over beginning market value, plus distributions, divided
by the beginning market value, assuming dividend reinvestment prices obtained under the Company’s dividend reinvestment plan.
Total return is not annualized.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Annualized.
| | --- | -----------





31









TICC CAPITAL CORP.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2013



NOTE 13. CASH AND CASH EQUIVALENTS



At March 31, 2013 and December 31, 2012,
respectively, cash and cash equivalents consisted of:



|                                |  | March 31,2013 |            |  | December 31,2012 |  
|------------------------------- |  | ------------- | ---------- |  | ---------------- | -
|Cash Equivalents                |  | $             | —          |  |                  | $
|                                |  |               |            |  |                  |  
|Cash                            |  |               | 60,181,095 |  |                  |  
|Restricted Cash                 |  |               | 27,174,623 |  |                  |  
|                                |  |               |            |  |                  |  
|Total Cash and Cash Equivalents |  | $             | 87,355,718 |  |                  | $



Restricted cash represents amounts that
are collected and are held by Bank of New York as trustee and custodian of the assets for both of the Company’s debt securitization
vehicles. Restricted cash is held by the trustee for payment of interest expense and principal on the outstanding borrowings or
reinvestment in new assets.



NOTE 14. COMMITMENTS



In the normal course of business,
the Company enters into a variety of undertakings containing warranties and indemnifications that may expose
the Company to some risk of loss. The risk of future loss arising from such undertakings, while not quantifiable, is expected
to be remote.



As of March 31, 2013, the Company had commitments
of approximately $14 million to purchase additional debt investments.



The Company is not currently subject
to any material legal proceedings. From time to time, the Company may be a party to certain legal proceedings in the ordinary
course of business, including proceedings related to the enforcement of the Company’s rights under contracts with its portfolio
companies. While the outcome of these legal proceedings cannot be predicted with certainty, the Company does not expect that these
proceedings will have a material impact upon its financial condition or results of operations.



NOTE 15. SUBSEQUENT EVENTS



On April 30, 2013, the Board of Directors
declared a distribution of $0.29 per share for the second quarter, payable on June 28, 2013 to shareholders of record as of June
14, 2013.



32







ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS



CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS



This Quarterly Report on Form 10-Q contains
forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical
facts, but rather are based on current expectations, estimates and projections about TICC, our current and prospective portfolio
investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,”
“plans,” “will,” “may,” “continue,” “believes,” “seeks,”
“estimates,” “would,” “could,” “should,” “targets,” “projects,”
and variations of these words and similar expressions are intended to identify forward-looking statements. The forward-looking
statements contained in this Quarterly Report on Form 10-Q involve risks and uncertainties, including statements as to:



| | • | our future operating results;
| | - | -----------------------------



| | • | our business prospects and the prospects of our portfolio companies;
| | - | --------------------------------------------------------------------



| | • | the impact of investments that we expect to make;
| | - | -------------------------------------------------



| | • | our contractual arrangements and relationships with third parties;
| | - | ------------------------------------------------------------------



| | • | the dependence of our future success on the general economy and its impact on the industries in which we invest;
| | - | ----------------------------------------------------------------------------------------------------------------



| | • | the ability of our portfolio companies to achieve their objectives;
| | - | -------------------------------------------------------------------



| | • | our expected financings and investments;
| | - | ----------------------------------------



| | • | the adequacy of our cash resources and working capital; and
| | - | -----------------------------------------------------------



| | • | the timing of cash flows, if any, from the operations of our portfolio companies.
| | - | ---------------------------------------------------------------------------------



These statements are not guarantees of future
performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict
and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including
without limitation:



| | • | an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss
of some or all of our investments in such portfolio companies;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment
activities;
| | - | --------------------------------------------------------------------------------------------------------------------------------------



| | • | interest rate volatility could adversely affect our results, particularly if we elect to use leverage as part of our investment
strategy;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------



| | • | currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent
that we receive payments denominated in foreign currency rather than U.S. dollars; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | the risks, uncertainties and other factors we identify
                                                                  in Item 1A.—Risk Factors contained in our Annual
                                                                  Report on Form 10-K for the year ended December 31, 2012, elsewhere
                                                                  in this Quarterly Report on Form 10-Q and in our filings with
                                                                  the SEC.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Although we believe that the assumptions
on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and
as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include
our ability to originate new loans and investments, certain margins and levels of profitability and the availability of additional
capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly
Report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks
and uncertainties include those described or identified in Item 1A.—Risk Factors contained in our Annual Report on
Form 10-K for the year ended December 31, 2012, and elsewhere in this Quarterly Report on Form 10-Q. You should not place undue
reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report on Form 10-Q.



Except where the context requires
otherwise, the terms “TICC,” “Company,” “we,” “us” and “our” refer
to TICC Capital Corp. together with its subsidiaries, TICC Capital Corp. 2011-1 Holdings LLC (“Holdings”), TICC CLO
LLC (“2011 Securitization Issuer” or “TICC CLO”) and TICC CLO 2012-1 LLC (“2012 Securitization Issuer”
or “TICC CLO 2012-1”); “TICC Management” refers to TICC Management, LLC; and “BDC Partners”
refers to BDC Partners, LLC.



The following analysis of our financial
condition and results of operations should be read in conjunction with our financial statements and the related notes thereto contained
elsewhere in this Quarterly Report on Form 10-Q.



33







OVERVIEW



Our investment objective is to maximize
our portfolio’s total return. Our primary focus is to seek current income by investing in corporate debt securities. We have
also invested and may continue to invest in structured finance investments, including CLO vehicles, which own debt securities.
We may also invest in publicly traded debt and/or equity securities. We operate as a closed-end, non-diversified management investment
company and have elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the
“1940 Act”). We have elected to be treated for tax purposes as a regulated investment company (“RIC”),
under the Internal Revenue Code of 1986, as amended (the “Code”), beginning with our 2003 taxable year.



Our investment activities are managed
by TICC Management, a registered investment adviser under the Investment Advisers Act of 1940, as amended. TICC Management is
owned by BDC Partners, its managing member, and Charles M. Royce, our non-executive Chairman, who holds a minority, non-controlling
interest in TICC Management. Jonathan H. Cohen, our Chief Executive Officer, and Saul B. Rosenthal, our President and Chief Operating
Officer, are the members of BDC Partners. Under an investment advisory agreement (the “Investment Advisory Agreement”),
we have agreed to pay TICC Management an annual base fee calculated on gross assets, and an incentive fee based upon our performance.
Under an amended and restated administration agreement (the “Administration Agreement”), we have agreed to pay or
reimburse BDC Partners, as administrator, for certain expenses incurred in operating TICC. Our executive officers and directors,
and the executive officers of TICC Management and BDC Partners, serve or may serve as officers and directors of entities that
operate in a line of business similar to our own. Accordingly, they may have obligations to investors in those entities, the fulfillment
of which might not be in the best interests of us or our stockholders.





On August 10, 2011, we completed
a $225.0 million debt securitization financing transaction. On August 23, 2012, we completed our second such transaction, a
$160.0 million debt securitization financing. On February 25, 2013, we completed the sale of $60.0 million of additional
secured notes and $20 million of subordinated notes in connection with this transaction. On September 26, 2012, we completed
a private placement of 5-year unsecured 7.50% Senior Convertible Notes Due 2017 (the “Convertible Notes”). A
total of $105.0 million aggregate principal amount of the Convertible Notes were issued at the closing. An additional $10.0
million aggregate principal amount of the Convertible Notes were issued on October 22, 2012 pursuant to the exercise of
the initial purchasers’ option to purchase additional Convertible Notes. For more information about these
transactions, see “— Liquidity and Capital Resources — Borrowings.”









34







We generally expect to invest between $5
million and $50 million in each of our portfolio companies, although this investment size may vary proportionately as the size
of our capital base changes and market conditions warrant, and accrue interest at fixed or variable rates. We expect that our investment
portfolio will be diversified among a large number of investments with few investments, if any, exceeding 5% of the total portfolio.
As of March 31, 2013, our debt investments had stated interest rates of between 3.98% and 13.00% (excluding our investment in GenuTec
Business Solutions, Inc. which carries a zero interest rate through October 30, 2014) and maturity dates of between 1 and 145 months.
In addition, our total portfolio had a weighted average yield on debt investments of approximately 9.2% including GenuTec Business
Solutions, Inc.



Our loans may carry a provision for deferral
of some or all of the interest payments and amendment fees, which will be added to the principal amount of the loan. This form
of deferred income is referred to as “payment-in-kind,” or “PIK,” interest or other income and, when earned,
is recorded as interest or other income and an increase in the principal amount of the loan. For the quarter ended March 31, 2013,
we recognized approximately $221,000 from PIK interest and dividend income associated with our investments in Pegasus Solutions,
Inc. and Merrill Communications, LLC, compared to PIK interest of approximately $198,000 for the quarter ended March 31, 2012.
In the event we recognize deferred loan interest income in excess of our available capital as a result of our receipt of PIK income,
we may be required to liquidate assets in order to pay a portion of the incentive fee due to TICC Management.



We have historically and may continue to
borrow funds to make investments. As a result, we are exposed to the risks of leverage, which may be considered a speculative investment
technique. Borrowings, also known as leverage, magnify the potential for gain and loss on amounts invested and therefore increase
the risks associated with investing in our securities. In addition, the costs associated with our borrowings, including any increase
in the management fee payable to TICC Management, will be borne by our common stockholders.



In addition, as a BDC under the 1940 Act,
we are required to make available significant managerial assistance, for which we may receive fees, to our portfolio companies.
These fees would be generally non-recurring, however in some instances they may have a recurring component. We have received no
fee income for managerial assistance to date.



Prior to making an investment, we may enter
into a non-binding term sheet with the potential portfolio company. These term sheets are generally subject to a number of conditions,
including but not limited to the satisfactory completion of our due diligence investigations of the company’s business and
legal documentation for the loan.



To the extent possible, our loans will be
collateralized by a security interest in the borrower’s assets or guaranteed by a principal to the transaction. Interest
payments, if not deferred, are normally payable quarterly with most debt investments having scheduled principal payments on a monthly
or quarterly basis. When we receive a warrant to purchase stock in a portfolio company, the warrant will typically have a nominal
strike price, and will entitle us to purchase a modest percentage of the borrower’s stock.



During the quarter ended March 31, 2013,
we closed approximately $216.5 million in portfolio investments, including additional investments of approximately $99.2 million
in existing portfolio companies and approximately $117.3 million in new portfolio companies. During the quarter ended March 31,
2013, we recognized a total of $29.8 million from repayments on debt investments, and we recognized approximately $35.0 million
from the sale of portfolio investments. We realized net gains on investments during the quarter ended March 31, 2013 in the amount
of approximately $6.6 million. For the quarter ended March 31, 2013, we had net unrealized appreciation of approximately $3.6 million.





35







CRITICAL ACCOUNTING POLICIES



The preparation of financial statements
and related disclosures in conformity with generally accepted accounting principles in the United States requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and revenues and expenses during the periods reported. Actual results could
materially differ from those estimates. We have identified our investment valuation policy as a critical accounting policy.



Investment Valuation



The most significant estimate
inherent in the preparation of our consolidated financial statements is the valuation of investments and the related amounts of
unrealized appreciation and depreciation of investments recorded. There is no single method for determining fair value in good
faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio
investment while employing a consistently applied valuation process for the types of investments we make. We are required to specifically
fair value each individual investment on a quarterly basis.



ASC 820-10, Fair Value Measurements
and Disclosure, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date. ASC 820-10 also establishes a three-tier fair value
hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs
such as quoted prices in active markets; Level 2, which includes inputs such as quoted prices for similar securities in active
markets and quoted prices for identical securities in markets that are not active; and Level 3, defined as unobservable inputs
for which little or no market data exists, therefore requiring an entity to develop its own assumptions. We have determined that
due to the general illiquidity of the market for our investment portfolio, whereby little or no market data exists, all of our
investments are based upon “Level 3” inputs.



Our Board of Directors determines
the value of our investment portfolio each quarter. In connection with that determination, members of TICC Management’s portfolio
management team prepare portfolio company valuations using the most recent portfolio company financial statements and forecasts.
Since March 2004, we have engaged third-party valuation firms to provide assistance in valuing our bilateral investments and, more
recently, for certain of our syndicated loans, although our Board of Directors ultimately determines the appropriate valuation
of each such investment.



Our
process for determining the fair value of a bilateral investment begins with determining the enterprise value of the portfolio
company. Enterprise value means the entire value of the company to a potential buyer, including
the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time. The fair value of our
investment is based, in part, on the enterprise value at which the portfolio company could be sold in an orderly disposition over
a reasonable period of time between willing parties other than in a forced or liquidation sale. The liquidity event whereby we
exit a private investment is generally the sale, the recapitalization or, in some cases, the initial public offering of the portfolio
company.





36







There is no one methodology
to determine enterprise value and, in fact, for any one portfolio company, enterprise value is best expressed as a range of fair
values, from which we derive a single estimate of enterprise value. To determine the enterprise value of a portfolio company, we
analyze the historical and projected financial results, as well as the nature and value of any collateral. We also use industry
valuation benchmarks and public market comparables. We also consider other events, including private mergers and acquisitions,
a purchase transaction, public offering or subsequent debt or equity sale or restructuring, and include these events in the enterprise
valuation process. We generally require portfolio companies to provide annual audited and quarterly unaudited financial statements,
as well as annual projections for the upcoming fiscal year.



Typically, our bilateral debt
investments are valued on the basis of a fair value determination arrived at through an analysis of the borrower’s financial
and operating condition or other factors, as well as consideration of the entity’s enterprise value. The types of factors
that we may take into account in valuing our investments include: market trading and transaction comparables, applicable market
yields and multiples, security covenants, call protection provisions, the nature and realizable value of any collateral, the portfolio
company’s ability to make payments and its earnings and discounted cash flows, among other factors. The fair value of equity
interests in portfolio companies is determined based on various factors, including the enterprise value remaining for equity holders
after the repayment of the portfolio company’s debt and other preference capital, and other pertinent factors such as recent
offers to purchase a portfolio company, recent transactions involving the purchase or sale of the portfolio company’s equity
securities, or other liquidity events. The determined equity values are generally discounted when we have a minority position,
restrictions on resale, specific concerns about the receptivity of the capital markets to a specific company at a certain time,
or other factors.



We will record unrealized depreciation
on bilateral investments when we believe that an investment has become impaired, including where collection of a loan or realization
of an equity security is doubtful. To the extent that we believe that it has become probable that a loan is not collectible or
probable that an equity investment is not realizable, we will classify that amount as a realized loss. We will record unrealized
appreciation if we believe that the underlying portfolio company has appreciated in value and our equity security has also appreciated
in value. Changes in fair value, other than such changes that are considered probable of non-collection or non-realization, as
described above, are recorded in the statement of operations as net change in unrealized appreciation or depreciation.



Under the valuation procedures
approved by our Board of Directors, upon the recommendation of the Valuation Committee, a third-party valuation firm will prepare
valuations for each of our bilateral investments for which market quotations are not readily available that, when combined with
all other investments in the same portfolio company, (i) have a value as of the previous quarter of greater than or equal to 2.5%
of our total assets as of the previous quarter, and (ii) have a value as of the current quarter of greater than or equal to 2.5%
of our total assets as of the previous quarter, after taking into account any repayment of principal during the current quarter.
In addition, the frequency of those third-party valuations of our portfolio securities is based upon the grade assigned to each
such security under our credit grading system as follows: Grade 1, at least annually; Grade 2, at least semi-annually; Grades 3,
4, and 5, at least quarterly. TICC Management also retains the authority to seek, on our behalf, additional third party valuations
with respect to both our bilateral portfolio securities and our syndicated loan investments. Our Board of Directors retains ultimate
authority as to the third-party review cycle as well as the appropriate valuation of each investment.



ASC 820-10-35, “Determining
Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions
That Are Not Orderly,” which provides guidance on factors that should be considered in determining when a previously active
market becomes inactive and whether a transaction is orderly. In accordance with ASC 820-10-35, our valuation procedures specifically
provide for the review of indicative quotes supplied by the large agent banks that make a market for each security. However, the
marketplace for which we obtain indicative bid quotes for purposes of determining the fair value of our syndicated loan investments
have shown these attributes of illiquidity as described by ASC-820-10-35. Due to limited market liquidity in the syndicated loan
market, TICC believes that the non-binding indicative bids received from agent banks for certain syndicated investments that we
own may not be determinative of their fair value and therefore alternative valuation procedures may need to be undertaken. As
a result, TICC has engaged third-party valuation firms to provide assistance in valuing certain syndicated investments that we
own. In addition, TICC Management prepares an analysis of each syndicated loan, including a financial summary, covenant compliance
review, recent trading activity in the security, if known, and other business developments related to the portfolio company. All
available information, including non-binding indicative bids which may not be determinative of fair value, is presented to the
Valuation Committee to consider in its determination of fair value. In some instances, there may be limited trading activity in
a security even though the market for the security is considered not active. In such cases the Valuation Committee will consider
the number of trades, the size and timing of each trade, and other circumstances around such trades, to the extent such information
is available, in its determination of fair value. The Valuation Committee will evaluate the impact of such additional information,
and factor it into its consideration of the fair value that is indicated by the analysis provided by third-party valuation firms.
We have considered the factors described in ASC 820-10 and have determined that we are properly valuing the securities in our
portfolio.





37







During the past few years, we have
acquired a number of debt and equity positions in CLO investment vehicles. These investments are special purpose financing vehicles.
In valuing such investments, we consider the operating metrics of the specific investment vehicle, including compliance with collateralization
tests, defaulted and restructured securities, and payment defaults, if any. In addition, we consider the indicative prices provided
by the broker who arranges transactions in such investment vehicles, as well as any available information on other relevant transactions
in the market. TICC Management or the Valuation Committee may request an additional analysis by a third-party firm to assist in
the valuation process of CLO investment vehicles. All information is presented to our Board of Directors for its determination
of fair value of these investments.



Our assets measured at fair
value on a recurring basis subject to the disclosure requirements of ASC 820-10 at March 31, 2013, were as follows:



|http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |  | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |     | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |  | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |      | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF
|----------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------- | --- | ----------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------- | ---- | -----------------------------------------------------------------------------------------
|($ in millions)                                                                           |  | Fair Value Measurements atReporting Date Using                                            |     |                                                                                          
|Assets                                                                                    |  | Quoted Prices in Active Markets for Identical Assets(Level 1)                             |     | Significant Other Observable Inputs(Level 2)                                              |  | Significant Unobservable Inputs(Level 3)                                                  |      | Total                                                                                    
|Senior Secured Notes                                                                      |  | $                                                                                         | 0.0 |                                                                                           |  | $                                                                                         | 17.1 |                                                                                          
|Senior Unsecured Notes                                                                    |  |                                                                                           | 0.0 |                                                                                           |  |                                                                                           | 0.0  |                                                                                          
|CLO Debt                                                                                  |  |                                                                                           | 0.0 |                                                                                           |  |                                                                                           | 0.0  |                                                                                          
|CLO Equity                                                                                |  |                                                                                           | 0.0 |                                                                                           |  |                                                                                           | 0.0  |                                                                                          
|Subordinated Notes                                                                        |  |                                                                                           | 0.0 |                                                                                           |  |                                                                                           | 0.0  |                                                                                          
|Common Stock                                                                              |  |                                                                                           | 0.0 |                                                                                           |  |                                                                                           | 0.0  |                                                                                          
|Preferred Shares                                                                          |  |                                                                                           | 0.0 |                                                                                           |  |                                                                                           | 0.0  |                                                                                          
|Warrants to purchase equity                                                               |  |                                                                                           | 0.0 |                                                                                           |  |                                                                                           | 0.0  |                                                                                          
|Total                                                                                     |  | $                                                                                         | 0.0 |                                                                                           |  | $                                                                                         | 17.1 |                                                                                          



A reconciliation of the fair
value of investments for the three months ending March 31, 2013, utilizing significant unobservable inputs, is as follows:



|($
                                                                                                                                    in
                                                                                                                                    millions)                                     |  | SeniorSecured NoteInvestments |       |   | SeniorUnsecured NoteInvestments |   |      | CollateralizedLoanObligationDebtInvestments |  |   | CollateralizedLoanObligationEquityInvestments |   |  | SubordinatedNoteInvestments |       |   | CommonStockInvestments |   |      | PreferredShare EquityInvestments |  |   | Warrants
    toPurchaseEquityInvestments |  |  | Total |     
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------- | ----- | - | ------------------------------- | - | ---- | ------------------------------------------- |  | - | --------------------------------------------- | - |  | --------------------------- | ----- | - | ---------------------- | - | ---- | -------------------------------- |  | - | ---------------------------------------- |  |  | ----- | ----
|Balance at December 31, 2012                                                                                                                                                                                                                                                                                                |  | $                             | 485.1 |   |                                 | $ | 0.0  |                                             |  | $ | 55.6                                          |   |  | $                           | 109.3 |   |                        | $ | 0.1  |                                  |  | $ | 4.4                                      |  |  | $     | 2.7 
|Realized Gains included in earnings                                                                                                                                                                                                                                                                                         |  |                               | 0.8   |   |                                 |   | 0.6  |                                             |  |   | 5.2                                           |   |  |                             | 0.0   |   |                        |   | 0.0  |                                  |  |   | 0.0                                      |  |  |       | 0.0 
|Unrealized (depreciation) appreciation
    included in earnings                                                                                                                                                                                                                                                             |  |                               | 5.5   |   |                                 |   | 2.7  |                                             |  |   | (3.0                                          | ) |  |                             | (4.8  | ) |                        |   | 0.0  |                                  |  |   | 3.7                                      |  |  |       | (0.7
|Accretion of discount                                                                                                                                                                                                                                                                                                       |  |                               | 0.8   |   |                                 |   | 0.0  |                                             |  |   | 0.4                                           |   |  |                             | 0.0   |   |                        |   | 0.0  |                                  |  |   | 0.0                                      |  |  |       | 0.0 
|Purchases                                                                                                                                                                                                                                                                                                                   |  |                               | 105.1 |   |                                 |   | 3.1  |                                             |  |   | 5.1                                           |   |  |                             | 87.8  |   |                        |   | 0.0  |                                  |  |   | 3.4                                      |  |  |       | 0.0 
|Repayments and Sales(1)                                                                                                                                                                                                                                                                                                     |  |                               | (40.1 | ) |                                 |   | (1.1 | )                                           |  |   | (18.5                                         | ) |  |                             | 0.0   |   |                        |   | (0.1 | )                                |  |   | 0.0                                      |  |  |       | 0.0 
|Payment in Kind income                                                                                                                                                                                                                                                                                                      |  |                               | 0.1   |   |                                 |   | 0.0  |                                             |  |   | 0.0                                           |   |  |                             | 0.0   |   |                        |   | 0.0  |                                  |  |   | 0.0                                      |  |  |       | 0.1 
|Transfers in and/or
    out of level 3                                                                                                                                                                                                                                                                                      |  |                               | 0.0   |   |                                 |   | 0.0  |                                             |  |   | 0.0                                           |   |  |                             | 0.0   |   |                        |   | 0.0  |                                  |  |   | 0.0                                      |  |  |       | 0.0 
|Balance at March
    31, 2013                                                                                                                                                                                                                                                                                               |  | $                             | 557.3 |   |                                 | $ | 5.3  |                                             |  | $ | 44.8                                          |   |  | $                           | 192.3 |   |                        | $ | 0.0  |                                  |  | $ | 11.5                                     |  |  | $     | 2.1 
|The amount of
    total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating
    to our Level 3 assets still held at the reporting date and reported within the net change in unrealized gains or losses on
    investments in our Statement of Operations |  | $                             | 5.3   |   |                                 | $ | 2.7  |                                             |  | $ | 1.2                                           |   |  | $                           | (4.8  | ) |                        | $ | 0.0  |                                  |  | $ | 3.7                                      |  |  | $     | (0.7



(1) Includes rounding adjustments to reconcile
period balances.



38







Our assets measured at fair
value on a recurring basis subject to the disclosure requirements of ASC 820-10 at December 31, 2012, were as follows:



|http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |  | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |     |  | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |   |     | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF |  |   | http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_SPACER.GIF | 
|----------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------- | --- |  | ----------------------------------------------------------------------------------------- | - | --- | ----------------------------------------------------------------------------------------- |  | - | ----------------------------------------------------------------------------------------- | 
|($ in millions)                                                                           |  | Fair Value Measurements
    at Reporting Date Using                                       |     |  |                                                                                           |  
|Assets                                                                                    |  | Quoted Prices in Active
    Markets for Identical
    Assets (Level 1)                    |     |  | Significant Other
    Observable Inputs (Level 2)                                         |   |     | Significant
    Unobservable Inputs (Level 3)                                             |  |   | Total                                                                                     | 
|Senior Secured Notes                                                                      |  | $                                                                                         | 0.0 |  |                                                                                           | $ | 9.8 |                                                                                           |  | $ | 485.1                                                                                     | 
|CLO Debt                                                                                  |  |                                                                                           | 0.0 |  |                                                                                           |   | 0.0 |                                                                                           |  |   | 55.6                                                                                      | 
|CLO Equity                                                                                |  |                                                                                           | 0.0 |  |                                                                                           |   | 0.0 |                                                                                           |  |   | 109.3                                                                                     | 
|Subordinated Notes                                                                        |  |                                                                                           | 0.0 |  |                                                                                           |   | 0.0 |                                                                                           |  |   | 0.1                                                                                       | 
|Common Stock                                                                              |  |                                                                                           | 0.0 |  |                                                                                           |   | 0.0 |                                                                                           |  |   | 4.4                                                                                       | 
|Preferred Shares                                                                          |  |                                                                                           | 0.0 |  |                                                                                           |   | 0.0 |                                                                                           |  |   | 2.7                                                                                       | 
|Warrants to purchase equity                                                               |  |                                                                                           | 0.0 |  |                                                                                           |   | 0.0 |                                                                                           |  |   | 0.5                                                                                       | 
|Total                                                                                     |  | $                                                                                         | 0.0 |  |                                                                                           | $ | 9.8 |                                                                                           |  | $ | 657.7                                                                                     | 



A reconciliation of the fair
value of investments for the year ended December 31, 2012, utilizing significant unobservable inputs, is as follows:





|($
    in millions)                                                                                                                                                                                                                                                                                                         |  | Senior
    Secured
    Note
    Investments |        |   | Collateralized
    Loan
    Obligation
    Debt
    Investments |   |       | Collateralized
    Loan
    Obligation
    Equity
    Investments |  |   | Subordinated
    Note
    Investments |  |  | Common
    Stock
    Investments |      |   | Preferred
    Share
    Equity
    Investments |   |     | Warrants
    to Purchase
    Equity
    Investments |  |   | Total |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------- | ------ | - | --------------------------------------------------------------- | - | ----- | ----------------------------------------------------------------- |  | - | ------------------------------------- |  |  | -------------------------------- | ---- | - | ---------------------------------------------- | - | --- | --------------------------------------------------- |  | - | ----- | -
|Balance at December 31, 2011                                                                                                                                                                                                                                                                                                |  | $                                           | 279.2  |   |                                                                 | $ | 51.0  |                                                                   |  | $ | 39.3                                  |  |  | $                                | 4.9  |   |                                                | $ | 3.1 |                                                     |  | $ | 2.5   |  
|Realized Gains included
    in earnings                                                                                                                                                                                                                                                                                     |  |                                             | 4.0    |   |                                                                 |   | 12.4  |                                                                   |  |   | 0.0                                   |  |  |                                  | 0.1  |   |                                                |   | 0.0 |                                                     |  |   | 0.0   |  
|Unrealized (depreciation)
    appreciation included in earnings                                                                                                                                                                                                                                                             |  |                                             | (2.6   | ) |                                                                 |   | 4.5   |                                                                   |  |   | 11.3                                  |  |  |                                  | 0.2  |   |                                                |   | 1.3 |                                                     |  |   | (0.2  | )
|Accretion of discount                                                                                                                                                                                                                                                                                                       |  |                                             | 2.9    |   |                                                                 |   | 2.8   |                                                                   |  |   | 0.0                                   |  |  |                                  | 0.0  |   |                                                |   | 0.0 |                                                     |  |   | 0.0   |  
|Purchases                                                                                                                                                                                                                                                                                                                   |  |                                             | 398.7  |   |                                                                 |   | 27.3  |                                                                   |  |   | 58.7                                  |  |  |                                  | 0.0  |   |                                                |   | 0.0 |                                                     |  |   | 0.0   |  
|Repayments and Sales
    (1)                                                                                                                                                                                                                                                                                                |  |                                             | (201.6 | ) |                                                                 |   | (42.4 | )                                                                 |  |   | 0.0                                   |  |  |                                  | (5.2 | ) |                                                |   | 0.0 |                                                     |  |   | 0.0   |  
|Payment in Kind income                                                                                                                                                                                                                                                                                                      |  |                                             | 4.5    |   |                                                                 |   | 0.0   |                                                                   |  |   | 0.0                                   |  |  |                                  | 0.1  |   |                                                |   | 0.0 |                                                     |  |   | 0.4   |  
|Transfers
    in and/or out of level 3                                                                                                                                                                                                                                                                                      |  |                                             | 0.0    |   |                                                                 |   | 0.0   |                                                                   |  |   | 0.0                                   |  |  |                                  | 0.0  |   |                                                |   | 0.0 |                                                     |  |   | 0.0   |  
|Balance at December
    31, 2012                                                                                                                                                                                                                                                                                            |  | $                                           | 485.1  |   |                                                                 | $ | 55.6  |                                                                   |  | $ | 109.3                                 |  |  | $                                | 0.1  |   |                                                | $ | 4.4 |                                                     |  | $ | 2.7   |  
|The
    amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses
    relating to our Level 3 assets still held at the reporting date and reported within the net change in unrealized gains or
    losses on investments in our Statement of Operations |  | $                                           | (1.7   | ) |                                                                 | $ | 8.0   |                                                                   |  | $ | 11.3                                  |  |  | $                                | 0.1  |   |                                                | $ | 1.3 |                                                     |  | $ | (0.1  | )







|(1) | Includes rounding adjustments to reconcile
    period balances.
|--- | ---------------------------------------------------------------



PORTFOLIO COMPOSITION
AND INVESTMENT ACTIVITY



The total fair value of our investment
portfolio was approximately $830.9 million and $667.5 million as of March 31, 2013 and December 31, 2012, respectively. The increase
in investments during the three month period was due primarily to new investments of approximately $216.5 million and net unrealized
appreciation of approximately $3.6 million. These increases were partially offset by debt repayments and sales of securities totaling
approximately $64.8 million. Funding for these new investments was provided by equity capital raises, the issuance by TICC CLO
2012-1 of additional secured notes totaling $60 million and the deployment of capital available as of December 31, 2012.





39







In certain instances, we receive payments
based on scheduled amortization of the outstanding balances and sales of portfolio investments. In addition, we receive repayments
of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments may fluctuate
significantly from period to period. For the quarter ended March 31, 2013, we recognized approximately $35.0 million largely from
the sales of our debt investment in SkillSoft Corporation ($5.0million), CHS Community Health Systems ($5.1 million) and aggregate
proceeds from the sale of several of our CLO debt investments ($18.6 million), whereas for the year ended December 31, 2012, we
recognized proceeds of approximately $191.2 million from the sales of securities. Also, during the quarter ended March 31, 2013,
we had repayments and amortization payments of approximately $29.8 million, whereas, for the year ended December 31, 2012, we
had repayments and amortization payments of approximately $69.3 million.



As of March 31, 2013, we had investments
in debt securities of, or loans to, 72 portfolio companies, with a fair value of approximately $624.5 million, and equity investments
in 34 portfolio companies, with a fair value of approximately $206.4 million. As of December 31, 2012, we had investments in debt
securities of, or loans to, 73 portfolio companies, with a fair value of approximately $550.6 million, and equity investments in
26 portfolio companies, with a fair value of approximately $116.9 million.



A reconciliation of the investment
portfolio for the three months ended March 31, 2013 and the year ended December 31, 2012 follows:



|                               |  | March 31, 2013        |       |   | December 31, 2012     |  
|------------------------------ |  | --------------------- | ----- | - | --------------------- | -
|                               |  | (dollars in millions) |       |   | (dollars in millions) |  
|                               |  |                       |       |   |                       |  
|Beginning Investment Portfolio |  | $                     | 667.5 |   |                       | $
|Portfolio Investments Acquired |  |                       | 216.5 |   |                       |  
|Debt repayments                |  |                       | (29.8 | ) |                       |  
|Sales of securities            |  |                       | (35.0 | ) |                       |  
|Payment in Kind                |  |                       | 0.2   |   |                       |  
|Original Issue Discount(1)     |  |                       | 1.3   |   |                       |  
|Net Unrealized Appreciation    |  |                       | 3.6   |   |                       |  
|Net Realized Gains             |  |                       | 6.6   |   |                       |  
|                               |  | $                     | 830.9 |   |                       | $

(1) table includes rounding adjustments
to reconcile period balances.





The following table indicates the quarterly
portfolio investment activity for the past five quarters:



|                   |  | New Investments       |       |  | Debt Repayments       |   |       | Sales of Securities   | 
|------------------ |  | --------------------- | ----- |  | --------------------- | - | ----- | --------------------- | 
|Quarter ended      |  | (dollars in millions) |       |  | (dollars in millions) |   |       | (dollars in millions) | 
|March 31, 2013     |  | $                     | 216.5 |  |                       | $ | 29.8  |                       | 
|Total              |  | $                     | 216.5 |  |                       | $ | 29.8  |                       | 
|                   |  |                       |       |  |                       |   |       |                       | 
|December 31, 2012  |  | $                     | 247.0 |  |                       | $ | 75.3  |                       | 
|September 30, 2012 |  |                       | 128.0 |  |                       |   | 45.3  |                       | 
|June 30, 2012      |  |                       | 62.1  |  |                       |   | 66.2  |                       | 
|March 31, 2012     |  |                       | 57.5  |  |                       |   | 4.4   |                       | 
|Total              |  | $                     | 494.6 |  |                       | $ | 191.2 |                       | 



The following table shows the fair value
of our portfolio of investments by asset class as of March 31, 2013 and December 31, 2012:



|                       |  | March
    31, 2013       |       |  | December 31, 2012            | 
|---------------------- |  | ------------------------ | ----- |  | ---------------------------- | 
|                       |  | Investments atFair Value |       |  | Percentage ofTotal Portfolio | 
|                       |  | (dollars in millions)    |       |  |                              | 
|Senior Secured Notes   |  | $                        | 574.4 |  |                              | 
|Senior Unsecured Notes |  |                          | 5.3   |  |                              | 
|CLO Debt               |  |                          | 44.8  |  |                              | 
|CLO Equity             |  |                          | 192.3 |  |                              | 
|Subordinated Notes     |  |                          | 0.0   |  |                              | 
|Common Stock           |  |                          | 11.5  |  |                              | 
|Preferred Shares       |  |                          | 2.1   |  |                              | 
|Warrants               |  |                          | 0.5   |  |                              | 
|                       |  |                          |       |  |                              | 
|Total                  |  | $                        | 830.9 |  |                              | 





40









The following table shows our portfolio
of investments by industry at fair value, as of March, 2013 and December 31, 2012:





|                                     |  | March 31,
    2013            |       |  | December
    31, 2012        | 
|------------------------------------ |  | ----------------------------- | ----- |  | ---------------------------- | 
|                                     |  |                               |       |  |                              | 
|                                     |  | Investments
    at Fair Value |       |  | Percentage
    of Fair Value | 
|                                     |  | (dollars in millions)         |       |  |                              | 
|Structured finance                   |  | $                             | 237.0 |  |                              | 
|Financial intermediaries             |  |                               | 72.7  |  |                              | 
|Business services                    |  |                               | 71.3  |  |                              | 
|Enterprise software                  |  |                               | 55.6  |  |                              | 
|Retail                               |  |                               | 45.2  |  |                              | 
|Telecommunication services           |  |                               | 43.1  |  |                              | 
|Software                             |  |                               | 35.7  |  |                              | 
|Printing and publishing              |  |                               | 34.2  |  |                              | 
|Web hosting                          |  |                               | 34.1  |  |                              | 
|Consumer services                    |  |                               | 25.5  |  |                              | 
|Healthcare                           |  |                               | 24.5  |  |                              | 
|IT consulting                        |  |                               | 22.0  |  |                              | 
|Education                            |  |                               | 16.8  |  |                              | 
|IT outsourcing                       |  |                               | 15.3  |  |                              | 
|Auto parts manufacturer              |  |                               | 12.8  |  |                              | 
|Travel                               |  |                               | 10.6  |  |                              | 
|Radio and television                 |  |                               | 10.4  |  |                              | 
|Logistics                            |  |                               | 10.0  |  |                              | 
|Computer hardware                    |  |                               | 9.9   |  |                              | 
|Grocery                              |  |                               | 8.9   |  |                              | 
|Insurance                            |  |                               | 8.1   |  |                              | 
|Clothing                             |  |                               | 4.7   |  |                              | 
|Electronics                          |  |                               | 4.5   |  |                              | 
|Medical services                     |  |                               | 4.0   |  |                              | 
|Pharmaceutical                       |  |                               | 3.5   |  |                              | 
|Shipping and transportation          |  |                               | 3.4   |  |                              | 
|Advertising                          |  |                               | 2.6   |  |                              | 
|Utlities                             |  |                               | 2.5   |  |                              | 
|Packaging and glass                  |  |                               | 1.5   |  |                              | 
|IT value-added reseller              |  |                               | 0.5   |  |                              | 
|Digital media                        |  |                               | 0.0   |  |                              | 
|Interactive voice messaging services |  |                               | 0.0   |  |                              | 
|                                     |  |                               |       |  |                              | 
|Total                                |  | $                             | 830.9 |  |                              | 



PORTFOLIO GRADING



We have adopted a credit grading system
to monitor the quality of our debt investment portfolio. As of March, 2013 and December 31, 2012, our portfolio had a weighted
average grade of 2.1 and 2.1, respectively, based upon the fair value of the debt investments in the portfolio. Equity securities
are not graded.





41







At March 31, 2013, and December 31, 2012,
our debt investment portfolio was graded as follows:





|      |  |                                                                                                                              |  | March 31, 2013         |      
|----- |  | ---------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- | -----
|Grade |  | Summary Description                                                                                                          |  | Principal 
Value       |      
|      |  |                                                                                                                              |  | (dollars in 
millions) |      
|1     |  | Company is ahead of expectations and/or outperforming financial covenant requirements and such trend is expected to continue |  | $                      | —    
|2     |  | Full repayment of principal and interest is expected                                                                         |  |                        | 555.5
|3     |  | Closer monitoring is required. Full repayment of principal and interest is expected                                          |  |                        | 65.1 
|4     |  | A reduction of interest income has occurred or is expected to occur. No loss of principal is expected                        |  |                        | —    
|5     |  | A loss of some portion of principal is expected                                                                              |  |                        | 28.2 
|      |  |                                                                                                                              |  |                        |      
|      |  |                                                                                                                              |  | $                      | 648.8





|      |  |                                                                                                                               |  | December 31, 2012     |      
|----- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | --------------------- | -----
|Grade |  | Summary Description                                                                                                           |  | Principal 
Value      |      
|      |  |                                                                                                                               |  | (dollars in millions) |      
|1     |  | Company is ahead of expectations and/or outperforming financial covenant requirements and such trend is expected to continue. |  | $                     | —    
|2     |  | Full repayment of principal and interest is expected                                                                          |  |                       | 495.5
|3     |  | Closer monitoring is required. Full repayment of principal and interest is expected.                                          |  |                       | 59.7 
|4     |  | A reduction of interest income has occurred or is expected to occur. No loss of principal is expected.                        |  |                       | 6.4  
|5     |  | A loss of some portion of principal is expected.                                                                              |  |                       | 10.3 
|      |  |                                                                                                                               |  | $                     | 571.9





We expect that a portion of our investments
will be in the grades 3, 4 or 5 categories from time to time, and, as such, we will be required to work with troubled portfolio
companies to improve their business and protect our investment. The number and amount of investments included in grades 3, 4 or
5 may fluctuate from period to period.



During the quarter ending March
31, 2013, we purchased an additional $17.8 million par value of RBS International Direct Marketing, at a price of
approximately 32% of par value. At the time of the purchase, the loan was expected to be on non-accrual status and was graded a 5.



Further discussion regarding the other
investments which experienced significant unrealized depreciation is presented in “Results of Operations.”



RESULTS OF OPERATIONS



Set forth below is a comparison of our results of operations
for the three months ended March 31, 2013 to the three months ended March 31, 2012.



Investment Income



As of March 31, 2013, our debt investments
had stated interest rates of between 3.98% and 13.00% (excluding our investment in GenuTec Business Solutions, Inc. which carries
a zero interest rate through October 30, 2014) and maturity dates of between 1 and 145 months. In addition, our total portfolio
had a weighted average yield on debt investments of approximately 9.2% including GenuTec Business Solutions, Inc., compared with
11.6% as of March 31, 2012. The reduction in the weighted average yield on our debt portfolio over the past year is primarily
a result of the investment restrictions of the securitization vehicles that we have sponsored, which require us to generally invest
in higher-rated and/or larger corporate loans which carry correspondingly lower yields, as well as the refinancing and repricing
of many of those loans at lower rates due to current market conditions.



Investment income for the three months
ended March 31, 2013 was approximately $21.7 million compared to approximately $14.7 million for the three months ended March 31,
2012. This increase was due in part to an increase in the amount of distributions from the equity interests in our CLO vehicle
investments and the amount of performing assets in the portfolio. The total principal value of income producing debt investments
as of March 31, 2013 and March 31, 2012 was approximately $620.6 million and $414.9 million, respectively. For the quarter ended
March 31, 2013, investment income consisted of approximately $10.8 million in cash interest from portfolio investments, approximately
$1.2 million in amortization of original issue and market discount, approximately $8.8 million in distributions from the equity
interest in securitized vehicle investments and an equity investment, as well as approximately $0.2 million in PIK interest income.



For the quarter ended March 31, 2013
we had two loans on non-accrual status, Band Digital and RBS International Direct Marketing. During the quarter we purchased an
additional $17.8 million par value of RBS’ first lien term loan, at a price of approximately 32% of par value.  At
the time of the purchase, the loan was expected to be on non-accrual status. While we do not generally focus on distressed debt
investments, we have been and remain open to those opportunities where the potential for highly attractive risk-adjusted returns
exist.







42







For the quarter ended March 31, 2013,
fee income of approximately $715,000 was recorded, compared to fee income of approximately $107,000 for the quarter ended March
31, 2012. Fee income consists of non-recurring fees in connection with our investments in portfolio companies, including commitment
fees, origination fees and amendment fees.



Operating Expenses



Total expenses for the quarter ended
March 31, 2013 were approximately $11.1 million, which includes the accrued capital gains incentive fee of approximately $215,000.



Expenses before incentive fees, for the
quarter ended March 31, 2013, were approximately $9.6 million. This amount consisted of investment advisory fees, interest expense
and other debt financing expenses, professional fees, compensation expense, and general and administrative expenses. Expenses before
incentive fees increased approximately $5.3 million from the quarter ended March 31, 2012, attributable primarily to higher interest
expense associated with the senior notes issued under our debt securitization transactions and convertible notes issued in September
2012 and increased investment advisory fees (consisting of the base management fee). Expenses before incentive fees for the quarter
ended March 31, 2012 were approximately $4.3 million.



The investment advisory fee for the first
quarter of 2013 was approximately $4.1 million, representing the base fee as provided for in the Investment Advisory Agreement.
The investment advisory fee in the comparable period in 2012 was approximately $2.1 million. The increase of approximately $2.0
million is due to an increase in average gross assets. At each of March 31, 2013 and December 31, 2012, respectively, approximately
$4.1 million and $4.9 million of investment advisory fees remained payable to TICC Management, including the net investment income
incentive fee discussed below.



Interest expense and other debt financing
expenses for the first quarter of 2013 was approximately $4.3 million, which was directly related to our debt securitization financing
transactions as well as our convertible note transaction. Interest expense for the first quarter of 2012 was approximately $837,000.



TICC CLO LLC



In August 2011, senior notes in the amount
of $101,250,000 were issued by a newly formed special purpose vehicle in which a wholly-owned subsidiary of TICC owns all of the
equity. Under this structure, the notes bear interest, after the effective date, at three-month London Inter Bank Offered Rate
(“LIBOR”) plus 2.25% (prior to the effective date, the Class A Notes bear interest at five-month LIBOR plus 2.25%).
The accrued interest payable on these notes during the first quarter of 2013 was approximately $474,000. Additionally, for the
quarter ended March 31, 2013, the amortization of discount on the issued notes was approximately $39,000 and the amortization of
deferred debt issuance costs was approximately $75,000. At December 31, 2012, interest expense of approximately $491,000 million
remained payable.



TICC CLO 2012-1 LLC



On August 23, 2012, the
Company completed a $160 million debt securitization financing transaction, consisting of $120 million in secured notes and
$40 million of subordinated notes. On February 25, 2013, the TICC CLO 2012-1 issued additional secured notes totaling $60
million and subordinated notes totaling $20 million, which subordinated notes were purchased by the Company, under the
“accordion” feature of the debt securitization which allows, under certain circumstances and subject to the
satisfaction of certain conditions, for an increase in the amount of secured and subordinated notes. If the same classes of
secured notes are to be issued, the increase must be pro rata to the existing secured and subordinated notes, and is limited
to a total increase of $160 million in total size. Alternatively, the special purpose vehicle may issue a class of secured
notes that is pari passu to the class D-1 notes or junior to all secured classes, without a cap on the amount of the notes.
It is not necessary that the Company own all or any of the notes permitted by this feature, which may affect the accounting
treatment of the debt securitization financing transaction. As of March 31, 2013 the secured notes of the 2012 Securitization
Issuer have an aggregate face amount of $180 million and were issued in four classes. The class A-1 notes have a current face
amount of $132 million, are rated AAA (sf) /Aaa (sf) by Standard & Poor’s Ratings Services (S&P)
and Moody’s Investors Service, Inc. (Moody’s), respectively, and bear interest at three-month LIBOR plus 1.75%.
The class B-1 notes have a current face amount of $15 million, are rated AA (sf)/Aa2 (sf) by S&P
and Moody’s, respectively, and bear interest at three-month LIBOR plus 3.50%. The class C-1 notes have a current
face amount of $17.25 million, are rated A (sf) /A2 (sf) by S&P and Moody’s, respectively, and
bear interest at three-month LIBOR plus 4.75%. The class D-1 notes have a current face amount of $15.75 million, are rated
BBB (sf) /Baa2 (sf) by S&P and Moody’s, respectively, and bear interest at three-month LIBOR plus
5.75%. TICC presently owns all of the subordinated notes, which totaled $60 million as of March 31, 2013. For further
information on this securitization, see Note 4.





43







The aggregate accrued interest payable on
the notes of the 2012 Securitization Issuer during the first quarter of 2013 was approximately $494,000. Additionally, for the
quarter ended March 31, 2013, the aggregate amortization of discount on the issued notes of the 2012 Securitization Issuer was
approximately $105,000 and the amortization of deferred debt issuance costs was approximately $64,000.



2017 Convertible Notes



On September 26, 2012, we issued $105,000,000
aggregate principal amount of the Convertible Notes. An additional $10.0 million aggregate principal amount of the Convertible
Notes were issued on October 22, 2012 pursuant to the exercise of the initial purchasers’ option to purchase additional
Convertible Notes. The Convertible Notes mature on November 1, 2017. The Convertible Notes bear interest at a rate of 7.50% per
year, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on May 1, 2013. The accrued interest payable
on the Convertible Notes during the first quarter of 2013 was approximately $4.4 million. Additionally, for the quarter ended
March 31, 2013, the amortization of deferred issuance costs was approximately $151,000.



The table below summarizes the components
of interest expense for the three months ended March 31, 2013 and 2012:



|                                              |  | Three Months Ended March 31, 2013 |         | Three Months Ended March 31, 2012
|--------------------------------------------- |  | --------------------------------- | ------- | ---------------------------------
|(dollars in thousands)                        |  | StatedInterestExpense             |         | NoteDiscountExpense              
|TICC CLO LLC Class A Notes                    |  | $                                 | 646.7   |                                  
|TICC CLO 2012-1 LLC Class A-1 Notes           |  |                                   | 593.4   |                                  
|TICC CLO 2012-1 LLC Class B-1 Notes           |  |                                   | 119.7   |                                  
|TICC CLO 2012-1 LLC Class C-1 Notes           |  |                                   | 180.5   |                                  
|TICC CLO 2012-1 LLC Class D-1 Notes           |  |                                   | 196.2   |                                  
|TICC CLO 2012-1 amortization of deferred debt |  |                                   | -       |                                  
|2017 Convertible Notes                        |  |                                   | 2,108.3 |                                  
|Total                                         |  | $                                 | 3,844.8 |                                  



Professional fees, consisting of
legal, valuation, audit and tax fees, were approximately $637,000 for the quarter ended March 31, 2013, compared to
approximately $791,000 for the quarter ended March 31, 2012. This decrease was the result of legal fees which were lower by
approximately $283,000 and valuation costs which were lower by approximately $26,000, partially offset by audit fees which
were higher by approximately $158,000.



Compensation expenses were approximately
$311,000 for the quarter ended March 31, 2013 compared to approximately $270,000 for the quarter ended March 31, 2012 reflecting
the allocation of compensation expenses for the services of our chief financial officer, chief compliance officer, controller and
senior accountants, and other administrative support personnel. At March 31, 2013 and December 31, 2012, respectively, approximately
$191,000 and $0 of compensation expenses remained payable.



General and administrative expenses, consisting
primarily of directors’ fees, insurance, listing fees, transfer agent and custodian fees, office supplies, facilities costs
and other expenses, were approximately $288,000 for the three months ended March 31, 2013 compared to approximately $293,000 for
the same period in 2012. Office supplies, facilities costs and other expenses are allocated to us under the terms of the Administration
Agreement.



Incentive Fees



The net investment income incentive fee
for the first quarter of 2013 was approximately $1.3 million compared to $1.2 million in the first quarter of 2012. The net investment
income incentive fee is calculated and payable quarterly in arrears based on our “Pre-Incentive Fee Net Investment Income”
for the immediately preceding calendar quarter subject to a hurdle rate which is determined as of December 31 of the preceding
year. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other
income accrued during the calendar quarter minus our operating expenses for the quarter (including the base fee, expenses payable
under the Administration Agreement with BDC Partners, and any interest expense and dividends paid on any issued and outstanding
preferred stock, but excluding the incentive fee).



The capital gains incentive
fee expense for the first quarter ended March 31, 2013 was approximately $215,000. The capital gains incentive fee expense, as
reported under generally accepted accounting principles, is calculated on the basis of net realized and unrealized gains and losses
at the end of each period. The expense related to the hypothetical liquidation of the portfolio (and assuming no other changes
in realized or unrealized gains and losses) would only become payable to our investment adviser in the event of a complete liquidation
of our portfolio as of period end and the termination of the Investment Advisory Agreement on such date. The $5.3 million capital
gains incentive fee accrual as of March 31, 2013 relates entirely this hypothetical liquidation calculation. For the quarter ended
March 31, 2012, an expense of approximately $1.1 million was recorded under the hypothetical liquidation calculation.





44







The amount of the capital gains
incentive fee which will actually be payable is determined in accordance with the terms of the Investment Advisory Agreement and
is calculated as of the end of each calendar year (or upon termination of the Investment Advisory Agreement). The terms of the
Investment Advisory Agreement state that the capital gains incentive fee calculation is based on net realized gains, if any, offset
by gross unrealized depreciation for the calendar year. No effect is given to gross unrealized appreciation in this calculation.
For the year ended December 31, 2012, the amount calculated, and payable, under the terms of the Investment Advisory Agreement
was approximately $1,553,000.



Realized and Unrealized Gains/Losses on Investments



For the quarter ended March 31, 2013,
we recorded net realized gains on investments of approximately $6.6 million, which primarily represents the gain on the sale of
several of our CLO debt investments which totaled approximately $5.2 million.



Based upon the fair value determinations
made in good faith by the Board of Directors, during the quarter ended March 31, 2013, we had net unrealized appreciation of approximately
$3.6 million, comprised of $16.0 million in gross unrealized appreciation, $8.4 million in gross unrealized depreciation and approximately
$4.0 million relating to the reversal of prior period net unrealized appreciation as investments were realized. During the quarter,
Merrill Communications completed a capital restructuring. The Company's original investment in Merrill's second lien term loan
was partially paid down, and the balance converted into an unsecured PIK note and common equity. As a result of this restructuring,
the Company recognized approximately $576,000 in realized gains and $7.3 million in unrealized appreciation. The most significant
changes in net unrealized appreciation and depreciation during the quarter ended March 31, 2013 were as follows (in millions):





|Portfolio Company                |  | Changes
    in unrealized appreciation (depreciation) |     
|-------------------------------- |  | ----------------------------------------------------- | ----
|Merrill Communications, LLC      |  | $                                                     | 7.3 
|Jackson Hewitt, Inc              |  |                                                       | 1.3 
|SourceHov, LLC                   |  |                                                       | 1.1 
|Halcyon Loan Advisors Funding    |  |                                                       | 0.5 
|Lightpoint CLO 2005-3X           |  |                                                       | 0.5 
|Emporia CLO 2007 3A E            |  |                                                       | 0.5 
|Roundys Supermarkets, Inc        |  |                                                       | 0.4 
|Sargas CLO 2006 -1A              |  |                                                       | (0.5
|Jersey Street 2006-1A CLO LTD    |  |                                                       | (0.5
|Rampart 2007-1A CLO              |  |                                                       | (0.6
|Flagship 2005-4A D               |  |                                                       | (0.6
|Canaras CLO Equity - 2007-1A, 1X |  |                                                       | (0.8
|CIFC CLO - 2006-1A B2L           |  |                                                       | (0.8
|Pegasus Solutions, Inc.          |  |                                                       | (0.9
|Landmark V CDO LTD               |  |                                                       | (0.9
|Nextag, Inc.                     |  |                                                       | (0.9
|Lightpoint CLO VII LTD 2007-7    |  |                                                       | (1.1
|Stone Tower CLO LTD 2007 7X      |  |                                                       | (1.3
|Lightpoint CLO 2007-8A           |  |                                                       | (1.7
|Net all other                    |  |                                                       | 2.6 
|Total                            |  | $                                                     | 3.6 



For the quarter ended March 31, 2012, we
recorded net realized gains on investments of approximately $294,000.



Based upon the fair value determinations
made in good faith by the Board of Directors, during the quarter ended March 31, 2012, we had net unrealized appreciation of approximately
$8.6 million, comprised of $15.8 million in gross unrealized appreciation, $7.0 million in gross unrealized depreciation and approximately
$0.2 million relating to the reversal of prior period net unrealized appreciation as an investment was realized. The most significant
changes in net unrealized appreciation and depreciation during the quarter ended March 31, 2012 were as follows (in millions):





45







|Portfolio Company                              |  | Unrealized appreciation (depreciation) |     
|---------------------------------------------- |  | -------------------------------------- | ----
|Integra Telecom Holdings, Inc. common stock    |  | $                                      | 1.7 
|Algorithmic Implementations, Inc. common stock |  |                                        | 1.0 
|Hewetts Island CDO IV 2006-4 E                 |  |                                        | 0.8 
|Harbourview - 2006A CLO Equity                 |  |                                        | 0.8 
|Prospero CLO II BV                             |  |                                        | 0.6 
|Harch 2005-2A BB CLO                           |  |                                        | 0.5 
|Marlborough Street 2007-1A                     |  |                                        | 0.5 
|ACA CLO 2006-2, Limited                        |  |                                        | 0.5 
|Canaras CLO Equity - 2007-1A, 1X               |  |                                        | 0.5 
|GALE 2007-4A CLO                               |  |                                        | 0.5 
|Emporia CLO 2007 3A E                          |  |                                        | 0.4 
|Lightpoint CLO 2007-8A                         |  |                                        | 0.4 
|Pegasus Solutions, Inc. common stock           |  |                                        | (0.7
|RBS Holding Company                            |  |                                        | (0.9
|Stratus Technologies, Inc.                     |  |                                        | (1.3
|GenuTec Business Solutions, Inc.               |  |                                        | (2.0
|Net all other                                  |  |                                        | 5.3 
|                                               |  |                                        |     
|Total                                          |  | $                                      | 8.6 
|                                               |  |                                        |     



Please see “—Portfolio Grading” for more information.



Net Increase in Net Assets Resulting from Net Investment
Income



Net investment income for the quarter
ended March 31, 2013 and 2012 was $10.7 million and $8.2 million, respectively. This increase was due to an increase in the amount
of performing assets in the portfolio and distributions from the CLO equity investments in our portfolio as well as lower capital
gains incentive fees. These were partially offset by increased interest expense as well as higher management fees (which are comprised
of the base management fee and the net investment income incentive fee).



Excluding the impact of the capital
gains incentive fee of approximately $215,000, core net investment income for the quarter ended March 31, 2013 was approximately
$10.9 million compared to approximately $9.2 million for the same period in 2012.



Based on weighted-average shares outstanding
of 45,565,784 (basic) and 55,598,936 (diluted), the net increase in net assets resulting from net investment income per common
share for the quarter ended March 31, 2013 was approximately $0.23 (basic) and $0.22 (diluted), compared to approximately $0.24
per share (basic and diluted) for the same period in 2012.



Excluding the impact of the accrued
capital gains incentive fee, the net increase in net assets resulting from core net investment income per common share would have
been $0.24 (basic) and $0.23 (diluted), compared to $0.28 per share (basic and diluted), for the same period in 2012.



Please see “—Supplemental
Information Regarding Core Net Investment Income and Core Net Increase in Net Assets Resulting from Operations” below for
more information.



Net Increase in Net Assets Resulting from Operations



We had a net increase in net assets resulting
from operations of approximately $20.8 million for the quarter ended March 31, 2013, compared to a net increase of approximately
$17.1 million for the comparable period in 2012. This increase was attributable to greater realized gains, an increase in the amount
of performing assets in the portfolio and distributions from the CLO equity investments in our portfolio and lower capital gains
incentive fees. This increase was partially offset by greater interest expense, increased management fees as well as lower unrealized
appreciation.



Based on weighted-average shares outstanding
of 45,565,784 (basic) and 55,598,936 (diluted), the net increase in net assets resulting from operations per common share for the
quarter ended March 31, 2013 was approximately $0.46 (basic) and approximately $0.41 (diluted), compared to a net increase in net
assets resulting from operations of approximately $0.51 per share (basic and diluted) for the same period in 2012.



Excluding the impact of the accrued capital
gains incentive fee, the core net increase in net assets resulting from operations per common share would have remained at $0.46
(basic) and $0.41 (diluted), compared to $0.54 per share (basic and diluted) for the same period in 2012.





46









Please see “—Supplemental
Information Regarding Core Net Investment Income and Core Net Increase in Net Assets Resulting from Operations” below for
more information.



On a supplemental basis, we provide information
relating to core net investment income, its ratio to net assets, and core net increase in net assets resulting from operations,
which are non-GAAP measures. These measures are provided in addition to, but not as a substitute for, net investment income and
net increase in net assets resulting from operations. The Company’s non-GAAP measures may differ from similar measures by
other companies, even if similar terms are used to identify such measures. Core net investment income represents net investment
income excluding our capital gains incentive fee. Core net increase in net assets resulting from operations represents net increase
in net assets resulting from operations excluding the capital gains incentive fee. As the capital gains incentive fee is based
on a hypothetical event that did not occur, we believe that core net investment income and core net increase in net assets resulting
from operations are useful indicators of performance during this period. Further, as the capital gains incentive fee is not a currently
tax deductible expense and as the RIC requirements are to distribute taxable earnings, the core net investment income provides
an indication of taxable income for the year to date.



The following tables provide a reconciliation
of net investment income to core net investment income (for the months ended March 31, 2013 and 2012, respectively):



|                            |  | Three Months EndedMarch 31, 2013 |            |  | Three Months EndedMarch 31, 2012 |  
|--------------------------- |  | -------------------------------- | ---------- |  | -------------------------------- | -
|                            |  | Amount                           |            |  | Per ShareAmounts                 |  
|Net investment income       |  | $                                | 10,651,203 |  |                                  | $
|Capital gains incentive fee |  |                                  | 215,354    |  |                                  |  
|Core net investment income  |  | $                                | 10,866,557 |  |                                  | $



The following tables provide a reconciliation
of net increase in net assets resulting from operations to core net increase in net assets resulting from operations (for the three
months ended March 31, 2013 and 2012, respectively):



|                                                          |  | Three Months EndedMarch 31, 2013 |            |  | Three Months EndedMarch 31, 2012 |  
|--------------------------------------------------------- |  | -------------------------------- | ---------- |  | -------------------------------- | -
|                                                          |  | Amount                           |            |  | Per ShareAmounts                 |  
|Net increase in net assets resulting from operations      |  | $                                | 20,842,046 |  |                                  | $
|Capital gains incentive fee                               |  |                                  | 215,354    |  |                                  | $
|Core net increase in net assets resulting from operations |  | $                                | 21,057,400 |  |                                  | $



In addition, the following ratio is presented
to supplement the financial highlights included in Note 10 to the financial statements:



|                                                                                                                                   |  | Three Months Ended March 31, 2013 |      |   | Three Months Ended March 31, 2012 | 
|---------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- | ---- | - | --------------------------------- | 
|                                                                                                                                   |  |                                   |      |   |                                   | 
|Ratio of core net investment income to average net assets, for the three month periods ended March 31, 2013 and 2012, respectively |  |                                   | 9.59 | % |                                   | 



The following table provides a reconciliation
of the ratio of net investment income to average net assets to the ratio of core net investment income to average net assets, for
the three month periods ended March 31, 2013 and 2012, respectively.





47







|                                                          |  | Three Months Ended March 31, 2013 |      |   | Three Months Ended March 31, 2012 | 
|--------------------------------------------------------- |  | --------------------------------- | ---- | - | --------------------------------- | 
|Ratio of net investment income to average net assets      |  |                                   | 9.40 | % |                                   | 
|Ratio of capital gain incentive fee to average net assets |  |                                   | 0.19 | % |                                   | 
|Ratio of core net investment income to average net assets |  |                                   | 9.59 | % |                                   | 



LIQUIDITY AND CAPITAL RESOURCES



During the three months ended March 31,
2013, we issued approximately 11.1 million shares in two equity offerings and in connection with an “at-the-market”
share issuance plan.



During the three months ended March
31, 2013, cash and cash equivalents increased from approximately $51.4 million at the beginning of the period to approximately
$60.2 million at the end of the period. Net cash used by operating activities for the period, consisting primarily of the items
described in “—Results of Operations,” was approximately $140.4 million, largely reflecting purchases of new
investments of approximately $196.8 million partially offset by proceeds from principal repayments and sales of investments of
approximately $47.4 million. Net cash used by investing activities reflects the change in restricted cash in the debt securitization
entity. During the period, net cash provided by financing activities was approximately $155.1 million reflecting primarily the
net proceeds of approximately $59.1 million from the February 11, 2013 sale of $60.0 million of incremental senior debt in connection
with the collateralized loan obligation transaction that originally closed on August 23, 2012 and $110.4 million resulting from
two equity offerings and participation in an “at-the-market” share issuance plan, partially offset by the distribution
of dividends and deferred debt issuance costs.



Equity Follow-On
Offerings



On February 11, 2013, we completed
a public offering of 6,325,000 shares of our common stock at a public offering price of $10.36 per share for total gross proceeds
of approximately $65.5 million.



On March 22, 2013, we completed a
public offering of 3,450,000 shares of our common stock at a public offering price of $10.20 per share for total gross proceeds
of approximately $35.2 million.



“At-the-Market” Share Issuance Plan



During the first quarter of
2013, we sold 1,312,828 shares of our common stock pursuant to an “at-the-market” share issuance plan. Barclays
Capital Inc. acted as the sales agent. The total amount of capital raised under these issuances was approximately $13.7
million and net proceeds were approximately $13.5 million after deducting sales agent’s commissions and offering
expenses. We have used, and will continue to use, the net proceeds from these offerings for investing in debt or equity
securities, and other general corporate purposes.



Contractual Obligations



We have certain obligations with respect
to the investment advisory and administration services we receive. See “–Overview”. We incurred approximately
$4.1 million for investment advisory services, excluding pre-incentive net investment income incentive fees and approximately
$288,000 for administrative services for the three months ended March 31, 2013.



TICC CLO is obligated to repay the notes
issued in connection with the debt securitization financing that we completed in August 2011. The notes of the 2011 Securitization
Issuer mature in 2021, in the total amount of $101,250,000. There are no amortization payments due on the notes of the 2011 Securitization
Issuer prior to maturity. See “Borrowings” below.



TICC CLO 2012-1 is obligated to repay
the notes issued in connection with the debt securitization financing that we completed in August 2012 and February 2013. The notes
of the 2012 Securitization Issuer mature in 2023, in the total amount of $180,000,000. There are no amortization payments due on
the notes of the 2012 Securitization Issuer prior to maturity. See “Borrowings” below.



TICC is obligated to repay the Convertible
Notes, which mature in 2017, in the total amount of $115,000,000, unless previously converted in accordance with their terms.



Off-Balance Sheet Arrangements



We currently have no off-balance sheet
arrangements, including any risk management of commodity pricing or other hedging practices.



48







Borrowings



On August 10, 2011, the Company completed
a $225.0 million debt securitization financing transaction. The Class A Notes offered in the securitization were issued by TICC
CLO, and are secured by the assets held by the trustee on behalf of the 2011 Securitization Issuer. The notes are an obligation
of TICC CLO. The securitization was executed through a private placement of $101.25 million of Aaa/AAA Class A Notes which bear
interest, after the effective date, at three-month LIBOR plus 2.25% (prior to the effective date, the Class A Notes bear interest
at five-month LIBOR plus 2.25%). The notes were sold at a discount to par, and the amount of the discount is being amortized over
the term of the notes. The Class A Notes are included in the March 31, 2013 consolidated statements of assets and liabilities.
For the three months period ended March 31, 2013, the Class A note holders were paid interest on the Class A notes of approximately
$0.7 million. Holdings retained all of the 2011 Subordinated Notes totaling $123.75 million and all of the membership interests
in the 2011 Securitization Issuer. The 2011 Subordinated Notes do not bear interest, but are entitled to the residual economic
interest in the 2011 Securitization Issuer.



On August 23, 2012, the
Company completed a $160 million debt securitization financing transaction, consisting of $120 million in secured notes and
$40 million of subordinated notes. On February 25, 2013, the TICC CLO 2012-1 issued additional secured notes totaling $60
million and subordinated notes totaling $20 million, which subordinated notes were purchased by the Company, under the
“accordion” feature of the debt securitization which allows, under certain circumstances and subject to the
satisfaction of certain conditions, for an increase in the amount of secured and subordinated notes. If the same classes of
secured notes are to be issued, the increase must be pro rata to the existing secured and subordinated notes, and is limited
to a total increase of $160 million in total size. Alternatively, the special purpose vehicle may issue a class of secured
notes that is pari passu to the class D-1 notes or junior to all secured classes, without a cap on the amount of the notes.
It is not necessary that the Company own all or any of the notes permitted by this feature, which may affect the accounting
treatment of the debt securitization financing transaction. As of March 31, 2013 the secured notes of the 2012 Securitization
Issuer have an aggregate face amount of $180 million and were issued in four classes. The class A-1 notes have a current face
amount of $132 million, are rated AAA (sf) /Aaa (sf) by Standard & Poor’s Ratings Services (S&P)
and Moody’s Investors Service, Inc. (Moody’s), respectively, and bear interest at three-month LIBOR plus 1.75%.
The class B-1 notes have a current face amount of $15 million, are rated AA (sf)/Aa2 (sf) by S&P
and Moody’s, respectively, and bear interest at three-month LIBOR plus 3.50%. The class C-1 notes have a current
face amount of $17.25 million, are rated A (sf) /A2 (sf) by S&P and Moody’s, respectively, and
bear interest at three-month LIBOR plus 4.75%. The class D-1 notes have a current face amount of $15.75 million, are rated
BBB (sf) /Baa2 (sf) by S&P and Moody’s, respectively, and bear interest at three-month LIBOR plus
5.75%. TICC presently owns all of the subordinated notes, which totaled $60 million as of March 31, 2013. For further
information on this securitization, see Note 4.



On September 26, 2012, the Company issued
$105,000,000 aggregate principal amount of the Convertible Notes and an additional $10,000,000 aggregate principal amount of the
Convertible Notes was issued on October 22, 2012. The Convertible Notes are convertible into shares of our common stock based on
an initial conversion rate of 87.2448 shares of our common stock per $1,000 principal amount of Convertible Notes, which is equivalent
to an initial conversion price of approximately $11.46 per share of common stock. The conversion price for the Convertible Notes
will be reduced for quarterly cash dividends paid to common shares to the extent that the quarterly dividend exceeds $0.29 cents
per share, subject to adjustment. The Convertible Notes mature on November 1, 2017, unless previously converted in accordance with
their terms. The Convertible Notes are our general unsecured obligations, rank equally in right of payment with our future senior
unsecured debt, and rank senior in right of payment to any potential subordinated debt, should any be issued in the future.



Distributions



In order to qualify as a regulated investment
company and to avoid corporate level tax on the income we distribute to our stockholders, we are required, under Subchapter M of
the Code, to distribute at least 90% of our ordinary income and short-term capital gains to our stockholders on an annual basis.





49







The following table reflects the cash
distributions, including dividends and returns of capital, if any, per share that we have declared on our common stock since the
beginning of 2010:



|Date Declared     |  | Record Date        |  | Payment Date       |  | Amount |     
|----------------- |  | ------------------ |  | ------------------ |  | ------ | ----
|                  |  |                    |  |                    |  |        |     
|Fiscal 2013       |  |                    |  |                    |  |        |     
|April 30, 2013    |  | June 14, 2013      |  | June 28, 2013      |  | $      | 0.29
|February 28, 2013 |  | March 22, 2013     |  | March 29, 2013     |  |        | 0.29
|Total
    (2013)  |  |                    |  |                    |  | $      | 0.58
|                  |  |                    |  |                    |  |        |     
|Fiscal 2012       |  |                    |  |                    |  |        |     
|November 1, 2012  |  | December 17, 2012  |  | December 31, 2012  |  | $      | 0.29
|July 26, 2012     |  | September 14, 2012 |  | September 28, 2012 |  |        | 0.29
|May 2, 2012       |  | June 15, 2012      |  | June 29, 2012      |  |        | 0.27
|March 1, 2012     |  | March 21, 2012     |  | March 30, 2012     |  |        | 0.27
|                  |  |                    |  |                    |  |        |     
|Total (2012)      |  |                    |  |                    |  | $      | 1.12
|                  |  |                    |  |                    |  |        |     
|Fiscal 2011       |  |                    |  |                    |  |        |     
|November 3, 2011  |  | December 16, 2011  |  | December 30, 2011  |  | $      | 0.25
|July 28, 2011     |  | September 16, 2011 |  | September 30, 2011 |  |        | 0.25
|May 3, 2011       |  | June 16, 2011      |  | June 30, 2011      |  |        | 0.25
|March 3, 2011     |  | March 21, 2011     |  | March 31, 2011     |  |        | 0.24
|                  |  |                    |  |                    |  |        |     
|Total (2011)      |  |                    |  |                    |  | $      | 0.99
|                  |  |                    |  |                    |  |        |     
|Fiscal 2010       |  |                    |  |                    |  |        |     
|November 2, 2010  |  | December 10, 2010  |  | December 31, 2010  |  | $      | 0.24
|July 29, 2010     |  | September 10, 2010 |  | September 30, 2010 |  |        | 0.22
|April 29, 2010    |  | June 10, 2001      |  | June 30, 2010      |  |        | 0.20
|March 4, 2010     |  | March 24, 2010     |  | March 31, 2010     |  |        | 0.15
|                  |  |                    |  |                    |  |        |     
|Total (2010)      |  |                    |  |                    |  | $      | 0.81



| | (1) | Distributions for the fiscal years ended December 31, 2012, 2011 and 2010 were funded from undistributed
net investment income.
| | --- | -------------------------------------------------------------------------------------------------------------------------------



Related Parties



We have a number of business relationships
with affiliated or related parties, including the following:



| | • | We have entered into the Investment Advisory Agreement with TICC Management. TICC Management is controlled by BDC Partners,
its managing member. Charles M. Royce, as the non-managing member, holds a minority, non-controlling interest in TICC Management.
BDC Partners, as the managing member of TICC Management, manages the business and internal affairs of TICC Management. In addition,
BDC Partners provides us with office facilities and administrative services pursuant to the Administration Agreement.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Messrs. Cohen and Rosenthal currently serve as Chief
                                                                      Executive Officer and President, respectively, for T2 Advisers,
                                                                      LLC, which serves as the collateral manager of T2 Income
                                                                      Fund CLO I Ltd. BDC Partners is the managing member of T2
                                                                      Advisers, LLC. In addition, Mr. Conroy serves as the Chief
                                                                      Financial Officer, Chief Compliance Officer and Treasurer
                                                                      of T2 Advisers, LLC.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Messrs. Cohen and Rosenthal currently serve as Chief Executive Officer and President, respectively, of Oxford Lane Capital
Corp., a non-diversified closed-end management investment company that invests primarily in leveraged corporate loans, and its
investment adviser, Oxford Lane Management, LLC (“Oxford Lane Management”). BDC Partners provides Oxford Lane Capital
Corp. with office facilities and administrative services pursuant to an administration agreement and also serves as the managing
member of Oxford Lane Management. In addition, Patrick F. Conroy serves as the Chief Financial Officer, Chief Compliance Officer
and Corporate Secretary of Oxford Lane Capital Corp. and Chief Financial Officer, Chief Compliance Officer and Treasurer of Oxford
Lane Management.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



BDC Partners has adopted a written policy
with respect to the allocation of investment opportunities among TICC, Oxford Lane Capital Corp. and T2 Income Fund CLO I Ltd in
view of the potential conflicts of interest raised by the relationships described above.





50







In the ordinary course of business, we
may enter into transactions with portfolio companies that may be considered related party transactions. In order to ensure that
we do not engage in any prohibited transactions with any persons affiliated with us, we have implemented certain policies and procedures
whereby our executive officers screen each of our transactions for any possible affiliations between the proposed portfolio investment,
us, companies controlled by us and our employees and directors. We will not enter into any agreements unless and until we are satisfied
that doing so will not raise concerns under the 1940 Act or, if such concerns exist, we have taken appropriate actions to seek
board review and approval or exemptive relief for such transaction. Our Board of Directors reviews these procedures on an annual
basis.



We have also adopted a Code of Ethics
which applies to, among others, our senior officers, including our Chief Executive Officer and Chief Financial Officer, as well
as all of our officers, directors and employees. Our Code of Ethics requires that all employees and directors avoid any conflict,
or the appearance of a conflict, between an individual’s personal interests and our interests. Pursuant to our Code of Ethics,
each employee and director must disclose any conflicts of interest, or actions or relationships that might give rise to a conflict,
to our Chief Compliance Officer. Our Audit Committee is charged with approving any waivers under our Code of Ethics. As required
by the NASDAQ Global Select Market corporate governance listing standards, the Audit Committee of our Board of Directors is also
required to review and approve any transactions with related parties (as such term is defined in Item 404 of Regulation S-K).



RECENT DEVELOPMENTS



On April 30, 2013, the Board of Directors
declared a distribution of $0.29 per share for the second quarter, payable on June 28, 2013 to shareholders of record as of June
14, 2013.



ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK



We are subject to financial market risks,
including changes in interest rates. As of March 31, 2013, five debt investments in our portfolio were at a fixed rate, and the
remaining eighty-three debt investments were at variable rates, representing approximately $33.3 million and $615.4 million in
principal debt, respectively. At March 31, 2013, $590.8 million of our variable rate investments were income producing. The variable
rates are based upon the five-year Treasury note, the Prime rate or LIBOR, and, in the case of our bilateral investments, are generally
reset annually, whereas our non-bilateral investments generally reset quarterly. We expect that future debt investments will generally
be made at variable rates. Many of the variable rate investments contain floors.



To illustrate the potential impact of
a change in the underlying interest rate on our net increase in net assets resulting from operations, we have assumed a 1% increase
or decrease in the underlying five-year Treasury note, the Prime rate or LIBOR, and no other change in our portfolio as of March
31, 2013. We have also assumed outstanding borrowings, which bear interest at variable rates, of $281,250,000. Under this analysis,
net investment income would decrease by approximately $1.9 million on an annual basis, due to the amount of investments in our
portfolio which have implied floors that would be unaffected by a 1% change in the underlying interest rate. However, if the increase
in rates was more significant, such as 5%, the net effect on the net increase in net assets resulting from operations would be
an increase of approximately $9.7 million. To the extent that the rate underlying certain investments, as well as our borrowings,
is at an historic low, it may not be possible for the underlying rate to decrease by 1% or 5%, and the impact of that reality is
reflected in this analysis. It should also be noted that as the available cash is invested, the impact of this analysis will change.
Although management believes that this analysis is indicative of our existing interest rate sensitivity, it does not adjust for
changes in the credit quality, size and composition of our portfolio, and other business developments, including a change in the
level of our borrowings, that could affect the net increase in net assets resulting from operations. Accordingly, no assurances
can be given that actual results would not differ materially from the results under this hypothetical analysis.



We may in the future hedge against interest
rate fluctuations by using standard hedging instruments such as futures, options and forward contracts. While hedging activities
may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower
interest rates with respect to the investments in our portfolio with fixed interest rates.



ITEM 4. CONTROLS AND PROCEDURES.



As of March 31, 2013, we, including our
Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in timely
alerting management, including the Chief Executive Officer and Chief Financial Officer, of material information about us required
to be included in periodic SEC filings.



There have been no changes in our internal
control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that occurred during
the quarter ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.



51







PART II—OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS.



We are not currently subject to any
material legal proceedings. From time to time, we may be a party to certain legal proceedings in the ordinary course of business,
including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome
of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect
upon our financial condition or results of operations.



Item
1A. Risk Factors



We are permitted to borrow money, which magnifies
the potential for gain or loss on amounts invested and may increase the risk of investing in us.



On August 10, 2011, we completed
a $225.0 million debt securitization financing transaction. The Class A Notes and the subordinated notes offered in the debt securitization
were issued by TICC CLO LLC (“2011 Securitization Issuer” or “TICC CLO”), a subsidiary of TICC Capital
Corp. 2011-1 Holdings, LLC (“Holdings”), which is in turn a direct subsidiary of TICC. The Class A Notes are secured
by the assets held by the 2011 Securitization Issuer. The securitization was executed through a private placement of $101.25 million
of secured notes rated AAA/Aaa by Standard & Poor’s Rating Service (“S&P”) and Moody’s Investors
Service Inc. (“Moody’s”), respectively, and bearing interest at the three-month LIBOR plus 2.25%. Holdings retained
all of the subordinated notes, which totaled $123.75 million (the “2011 Subordinated Notes”), and retained all the
membership interests in the 2011 Securitization Issuer.



On August 23, 2012, the
Company completed a $160 million debt securitization financing transaction, consisting of $120 million in secured notes and
$40 million of subordinated notes. On February 25, 2013, the TICC CLO 2012-1 issued additional secured notes totaling $60
million and subordinated notes totaling $20 million, which subordinated notes were purchased by the Company, under the
“accordion” feature of the debt securitization which allows, under certain circumstances and subject to the
satisfaction of certain conditions, for an increase in the amount of secured and subordinated notes. If the same classes of
secured notes are to be issued, the increase must be pro rata to the existing secured and subordinated notes, and is limited
to a total increase of $160 million in total size. Alternatively, the special purpose vehicle may issue a class of secured
notes that is pari passu to the class D-1 notes or junior to all secured classes, without a cap on the amount of the notes.
It is not necessary that the Company own all or any of the notes permitted by this feature, which may affect the accounting
treatment of the debt securitization financing transaction. As of March 31, 2013 the secured notes of the 2012 Securitization
Issuer have an aggregate face amount of $180 million and were issued in four classes. The class A-1 notes have a current face
amount of $132 million, are rated AAA (sf) /Aaa (sf) by Standard & Poor’s Ratings Services (S&P)
and Moody’s Investors Service, Inc. (Moody’s), respectively, and bear interest at three-month LIBOR plus 1.75%.
The class B-1 notes have a current face amount of $15 million, are rated AA (sf)/Aa2 (sf) by S&P
and Moody’s, respectively, and bear interest at three-month LIBOR plus 3.50%. The class C-1 notes have a current
face amount of $17.25 million, are rated A (sf) /A2 (sf) by S&P and Moody’s, respectively, and
bear interest at three-month LIBOR plus 4.75%. The class D-1 notes have a current face amount of $15.75 million, are rated
BBB (sf) /Baa2 (sf) by S&P and Moody’s, respectively, and bear interest at three-month LIBOR plus
5.75%. TICC presently owns all of the subordinated notes, which totaled $60 million as of March 31, 2013.



On September 26, 2012, we
completed a private placement of Convertible Notes. A total of $105.0 million aggregate principal amount of the Convertible Notes
were issued at the closing. An additional $10.0 million aggregate principal amount of the Convertible Notes were issued on October
22, 2012 pursuant to the exercise of the initial purchasers’ option to purchase additional Convertible Notes. The Convertible
Notes are convertible into shares of our common stock based on an initial conversion rate of 87.2448 shares of our common stock
per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $11.46 per
share of common stock. The conversion price for the Convertible Notes will be reduced for quarterly cash dividends paid to common
shares to the extent that the quarterly dividend exceeds $0.29 cents per share, subject to adjustment. The Convertible Notes will
bear interest at an annual rate of 7.50%, payable semiannually in arrears on May 1 and November 1 of each year, beginning May 1,
2013. The Convertible Notes bear interest at an annual rate of 7.50%, payable semiannually in arrears on May 1 and November 1 of
each year, beginning May 1, 2013. The Convertible Notes mature on November 1, 2017, unless previously converted in accordance with
their terms. The Convertible Notes are our general unsecured obligations, rank equally in right of payment with our future senior
unsecured debt, and rank senior in right of payment to any potential subordinated debt, should any be issued in the future.





52







Borrowings (including through
the securitization transactions described above, which are consolidated in our financial statements), 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 may borrow from and issue senior debt securities to banks, insurance companies, and other lenders. Lenders of these senior securities
have fixed dollar claims on our assets that are superior to the claims of our common stockholders. If the value of our assets increases,
then leveraging would cause the net asset value attributable to our common stock to increase more sharply than it would have had
we not leveraged. Conversely, if the value of our assets 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 income in excess of interest payable on the borrowed
funds would cause our net income to increase more than it would without the leverage, while any decrease in our 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. Our ability to service
any debt that we incur will depend largely on our financial performance and will be subject to prevailing economic conditions and
competitive pressures. Moreover, as the management fee payable to TICC Management will be payable on our gross assets, including
those assets acquired through the use of leverage, TICC Management may have a financial incentive to incur leverage which may not
be consistent with our stockholders’ interests. In addition, our common stockholders will bear the burden of any increase
in our expenses as a result of leverage, including any increase in the management fee payable to TICC Management.



Illustration.   The
following table illustrates the effect of leverage on returns from an investment in our common stock assuming various annual returns
on the portfolio, net of expenses. The calculations in the table below are hypothetical and actual returns may be higher or lower
than those appearing in the table below.



|                                        |  | Assumed total return on our portfolio (net of expenses) |      
|--------------------------------------- |  | ------------------------------------------------------- | -----
|                                        |  | (10.0)%                                                 |      
|Corresponding return to stockholder (1) |  |                                                         | (20.0

http:||content.edgar-online.com|edgar_conv_img|2013|03|13|0001144204-13-014676_LINE.GIF



| | (1) | Assumes $953.2 million in total assets and $396.3 million in total debt outstanding, which reflects our total assets and total debt outstanding as of March 31, 2013, and a cost of funds of approximately 4.11%.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



There are significant potential conflicts
of interest between TICC and our management team.



In the course of our investing
activities, we pay management and incentive fees to TICC Management, and reimburse BDC Partners for certain expenses it incurs.
As a result, investors in our common stock invest on a “gross” basis and receive distributions on a “net”
basis after expenses, resulting in, among other things, a lower rate of return than one might achieve through direct investments.
As a result of this arrangement, there may be times when the management team of TICC Management has interests that differ from
those of our stockholders, giving rise to a conflict.



TICC Management receives
a quarterly incentive fee based, in part, on our “Pre-Incentive Fee Net Investment Income,” if any, for the immediately
preceding calendar quarter. This incentive fee is subject to a quarterly hurdle rate before providing an incentive fee return to
TICC Management. To the extent we or TICC Management are able to exert influence over our portfolio companies, the quarterly pre-incentive
fee may provide TICC Management with an incentive to induce our portfolio companies to accelerate or defer interest or other obligations
owed to us from one calendar quarter to another.



In addition, our executive
officers and directors, and the executive officers of TICC Management, and its managing member, BDC Partners, serve or may serve
as officers and directors of entities that operate in a line of business similar to our own. Accordingly, they may have obligations
to investors in those entities, the fulfillment of which might not be in the best interests of us or our stockholders. Charles
M. Royce, the non-executive Chairman of our Board of Directors, holds a minority, non-controlling interest in our investment adviser.
BDC Partners is the managing member of Oxford Gate Capital, LLC, a private fund in which Messrs. Cohen and Rosenthal are currently
the sole investors.



Messrs. Cohen and Rosenthal
also currently serve as Chief Executive Officer and President, respectively, for T2 Advisers, LLC, which serves as the Collateral
Manager of T2 Income Fund CLO I Ltd. BDC Partners is the managing member of T2 Advisers, LLC. Further, Messrs. Cohen and Rosenthal
currently serve as Chief Executive Officer and President, respectively, of Oxford Lane Capital Corp., a non-diversified closed-end
management investment company that currently invests primarily in CLO debt and equity tranches, and its investment adviser, Oxford
Lane Management. BDC Partners provides Oxford Lane Capital Corp. with office facilities and administrative services pursuant to
an administration agreement and also serves as the managing member of Oxford Lane Management. In addition, Patrick F. Conroy, the
Chief Financial Officer, Chief Compliance Officer and Corporate Secretary of TICC Management, BDC Partners and TICC, serves in
the same capacities for Oxford Lane Capital Corp. and Oxford Lane Management and also serves as the Chief Financial Officer, Chief
Compliance Officer and Treasurer of T2 Advisers, LLC. Because of these possible conflicts of interest, these individuals may direct
potential business and investment opportunities to other entities rather than to us or such individuals may undertake or otherwise
engage in activities or conduct on behalf of such other entities that is not in, or which may be adverse to, our best interests.





53







BDC Partners has adopted a written
policy with respect to the allocation of investment opportunities among TICC, Oxford Lane Capital Corp., T2 Income Fund CLO Ltd.
and Oxford Gate Capital, LLC in view of the potential conflicts of interest raised by the relationships described above.



In the ordinary course of
business, we may enter into transactions with portfolio companies that may be considered related party transactions. In order to
ensure that we do not engage in any prohibited transactions with any persons affiliated with us, we have implemented certain policies
and procedures whereby our executive officers screen each of our transactions for any possible affiliations between the proposed
portfolio investment, us, companies controlled by us and our employees and directors. We will not enter into any agreements unless
and until we are satisfied that doing so will not raise concerns under the 1940 Act or, if such concerns exist, we have taken appropriate
actions to seek board review and approval or exemptive relief for such transaction. Our Board of Directors reviews these procedures
on an annual basis.



We have also adopted a Code
of Ethics which applies to, among others, our senior officers, including our Chief Executive Officer and Chief Financial Officer,
as well as all of our officers, directors and employees. Our Code of Ethics requires that all employees and directors avoid any
conflict, or the appearance of a conflict, between an individual’s personal interests and our interests. Pursuant to our
Code of Ethics, each employee and director must disclose any conflicts of interest, or actions or relationships that might give
rise to a conflict, to our Chief Compliance Officer. Our Audit Committee is charged with approving any waivers under our Code of
Ethics. As required by the NASDAQ Global Select Market corporate governance listing standards, the Audit Committee of our Board
of Directors is also required to review and approve any transactions with related parties (as such term is defined in Item 404
of Regulation S-K).



In addition to the other information set
forth in this report, you should carefully consider the factors discussed in Item 1A. Risk Factors in our Annual Report on Form
10-K for the fiscal year ended December 31, 2012, which could materially affect our business, financial condition and/or operating
results. The risks described above and in our Annual Report on Form 10-K are not the only risks facing our company. Additional
risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely
affect our business, financial condition and/or operating results. There have been no other material changes during the three months
ended March 31, 2013 to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended
December 31, 2012.



ITEM 2. UNREGISTERED SALES
OF EQUITY SECURITIES AND USE OF PROCEEDS.



While we did not engage in unregistered
sales of equity securities during the three months ended March 31, 2013, we issued a total of 82,694 shares of common stock under
our dividend reinvestment plan. This issuance was not subject to the registration requirements of the Securities Act of 1933, as
amended. The aggregate valuation price for the shares of common stock issued under the dividend reinvestment plan was approximately
$781,284.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES.



None.



ITEM 4. MINE SAFETY DISCLOSURES



Not applicable.



ITEM 5. OTHER INFORMATION.



None.



54







ITEM 6. EXHIBITS.



The following exhibits are filed as part
of this report or hereby incorporated by reference to exhibits previously filed with the SEC:



|3.1   | Articles of Incorporation (Incorporated by reference to the Registrant’s Registration Statement on Form N-2(File No. 333-109055), filed on September 23, 2003).                                                                                                                       
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                       
|3.2   | Articles of Amendment (Incorporated by reference to Current Report on Form 8-K (File No. 814-00638) filed December 3, 2007).                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                       
|3.3   | Amended and Restated Bylaws (Incorporated by reference to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-109055), filed on November 19, 2003).                                                                                    
|      |                                                                                                                                                                                                                                                                                       
|4.1   | Form of Share Certificate (Incorporated by reference to the Registrant’s Registration Statement on Form N-2 (File No. 333-109055), filed on September 23, 2003).                                                                                                                      
|      |                                                                                                                                                                                                                                                                                       
|4.2   | Indenture, dated September 26, 2012, relating to the 7.50% Senior Convertible Notes due 2017, by and between the Registrant and the Bank of New York Mellon, as trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s report on Form 8-K filed on September 27, 2012).
|      |                                                                                                                                                                                                                                                                                       
|10.1  | Investment Advisory Agreement between Registrant and TICC Management, LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s report on Form 8-K filed on July 1, 2011).                                                                                                   
|      |                                                                                                                                                                                                                                                                                       
|10.2  | Custodian Agreement between Registrant and State Street Bank and Trust Company (Incorporated by reference to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-109055), filed on November 19, 2003).                                 
|      |                                                                                                                                                                                                                                                                                       
|10.3  | Amended and Restated Administration Agreement between Registrant and BDC Partners, LLC. (Incorporated by reference to Exhibit 10.3 to the Registrant’s quarterly report on Form 10-Q filed on May 10, 2012).                                                                          
|      |                                                                                                                                                                                                                                                                                       
|10.4  | Amended and Restated Dividend Reinvestment Plan (Incorporated by reference to Exhibit 4.1 to the Registrant’s report on Form 8-K filed on May 30, 2012).                                                                                                                              
|      |                                                                                                                                                                                                                                                                                       
|10.5  | Purchase Agreement by and among the Registrant, TICC Capital Corp. 2011-1 Holdings, LLC, TICC CLO LCC and Guggenheim Securities, LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s report on Form 8-K filed on August 11, 2011).                                     
|      |                                                                                                                                                                                                                                                                                       
|10.6  | Master Loan Sale Agreement by and among the Registrant, TICC Capital Corp. 2011-1 Holdings, LLC and TICC CLO LLC (Incorporated by reference to Exhibit 10.2 to the Registrant’s report on Form 8-K filed on August 11, 2011).                                                         
|      |                                                                                                                                                                                                                                                                                       
|10.7  | Indenture by and between TICC CLO LLC and The Bank of New York Mellon Trust Company, National Association (Incorporated by reference to Exhibit 10.3 to the Registrant’s report on Form 8-K filed on August 11, 2011).                                                                
|      |                                                                                                                                                                                                                                                                                       
|10.8  | Collateral Management Agreement by and between TICC CLO LLC and the Registrant (Incorporated by reference to Exhibit 10.4 to the Registrant’s report on Form 8-K filed on August 11, 2011).                                                                                           
|      |                                                                                                                                                                                                                                                                                       
|10.9  | Collateral Administration Agreement by and among TICC CLO LLC, the Registrant and The Bank of New York Mellon Trust Company, National Association (Incorporated by reference to Exhibit 10.5 to the Registrant’s report on Form 8-K filed on August 11, 2011).                        
|      |                                                                                                                                                                                                                                                                                       
|10.10 | Purchase Agreement, dated August 13, 2012, by and among TICC Capital Corp., TICC CLO 2012-1 LLC and Guggenheim Securities, LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s report on Form 8-K filed on August 23, 2012).                                           
|      |                                                                                                                                                                                                                                                                                       
|10.11 | Master Loan Sale Agreement, dated August 23, 2012, by and among TICC Capital Corp. and TICC CLO 2012-1 LLC (Incorporated by reference to Exhibit 10.2 to the Registrant’s report on Form 8-K filed on August 23, 2012).                                                               





55









|      |                                                                                                                                                                                                                                                                                                  
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.12 | Indenture, dated August 23, 2012, by and between TICC CLO 2012-1 LLC and The Bank of New York Mellon Trust Company, National Association (Incorporated by reference to Exhibit 10.3 to the Registrant’s report on Form 8-K filed on August 23, 2012).                                            
|      |                                                                                                                                                                                                                                                                                                  
|10.13 | Collateral Management Agreement, dated August 23, 2012, by and between TICC CLO 2012-1 LLC and TICC Capital Corp. (Incorporated by reference to Exhibit 10.4 to the Registrant’s report on Form 8-K filed on August 23, 2012).                                                                   
|      |                                                                                                                                                                                                                                                                                                  
|10.14 | Collateral Administration Agreement, dated August
23, 2012, by and among TICC CLO 2012-1 LLC, TICC Capital Corp. and The Bank of New York Mellon Trust Company, National Association
(Incorporated by reference to Exhibit 10.5 to the Registrant’s report on Form 8-K filed on August 23, 2012).
|      |                                                                                                                                                                                                                                                                                                  
|10.15 | Upsize Purchase Agreement, dated January 24,
2013, by and among TICC Capital Corp., TICC CLO 2012-1 LLC and Guggenheim Securities, LLC (Incorporated by reference to the Registrant’s
report on Form 8-K filed on February 26, 2013).                                                            
|      |                                                                                                                                                                                                                                                                                                  
|10.16 | Subordinated Note Purchase Agreement, dated February 25, 2013,
        by and among TICC Capital Corp. and TICC CLO 2012-1 LLC (Incorporated by reference to the Registrant’s report on Form 8-K
        filed on February 26, 2013).                                                            
|      |                                                                                                                                                                                                                                                                                                  
|11    | Computation of Per Share Earnings (included in the
        notes to the financial statements contained in this report).                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                  
|31.1  | Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                  
|31.2  | Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                  
|32.1  | Certification of Chief Executive Officer pursuant to section 906 of The Sarbanes-Oxley Act of 2002.                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                  
|32.2  | Certification of Chief Financial Officer pursuant to section 906 of The Sarbanes-Oxley Act of 2002.                                                                                                                                                                                              



3⁄43⁄43⁄43⁄43⁄43⁄43⁄43⁄43⁄43⁄43⁄43⁄43⁄43⁄43⁄4



56









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.

|                  |  | TICC CAPITAL CORP.
|----------------- |  | ------------------
|                  |  |                   
|Date: May 9, 2013 |  | By:               
|                  |  |                   
|                  |  |                   
|Date: May 9, 2013 |  | By:               
|                  |  |                   



57