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OFFON

TRINITY CAPITAL INC.

(TRIN)
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TRINITY CAPITAL : Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

05/06/2021 | 04:43pm EDT
Except where the context suggests otherwise, the terms "we," "us," "our," and
"the Company" refer to Trinity Capital Inc. and its consolidated subsidiaries.
The information contained in this section should be read in conjunction with our
consolidated financial statements and related notes thereto appearing elsewhere
in this Quarterly Report on Form 10-Q.

Forward-Looking Statements


This quarterly report contains forward-looking statements that involve
substantial risks and uncertainties. Such statements involve known and unknown
risks, uncertainties and other factors and undue reliance should not be placed
thereon. Any statements about our expectations, beliefs, plans, predictions,
forecasts, objectives, assumptions or future events or performance are not
historical facts and may be forward-looking. These statements are often, but not
always, made through the use of words or phrases such as "anticipate,"
"believes," "can," "could," "may," "predicts," "potential," "should," "will,"
"estimate," "plans," "projects," "continuing," "ongoing," "expects," "intends"
and similar words or phrases. Accordingly, these statements are only predictions
and involve estimates, known and unknown risks, assumptions and uncertainties
that could cause actual results to differ materially from those expressed in
them. Our actual results could differ materially from those anticipated in such
forward-looking statements as a result of several factors discussed under
Item 1A. "Risk Factors" of Part II of this quarterly report and Item 1A. "Risk
Factors" of Part I of our Annual Report on Form 10-K, filed with the SEC on
March 4, 2021, including the following factors, among others:

? our limited operating history as a business development company ("BDC");

? our future operating results, including the impact of the SARS-CoV-2

("COVID-19") pandemic;

? our dependence upon our management team and key investment professionals;

? our ability to manage our business and future growth;

? risks related to investments in growth stage companies, other venture

capital-backed companies and generally U.S. companies;

? the ability of our portfolio companies to achieve their objectives, including

as a result of the COVID-19 pandemic;

? the use of leverage;

? risks related to the uncertainty of the value of our portfolio investments;

changes in political, economic or industry conditions, the interest rate

? environment or conditions affecting the financial and capital markets,

including as a result of the COVID-19 pandemic;

uncertainty surrounding the financial and/or political stability of the United

? States, the United Kingdom, the European Union and China, including as a result

of the COVID-19 pandemic;

? the dependence of our future success on the general economy and its impact on

the industries in which we invest;

? risks related to changes in interest rates, our expenses, and other general

economic conditions and the effect on our net investment income;

? the effect of changes in tax laws and regulations and interpretations thereof;



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the impact on our business of new or amended legislation or regulations,

? including the Coronavirus Aid, Relief and Economic Security Act, the stimulus

package passed by Congress and signed into law in December 2020 and the

American Rescue Plan Act of 2021 signed into law in March 2021;

? risks related to market volatility, including general price and volume

fluctuations in stock markets;

? our ability to make distributions, including as a result of the COVID-19

pandemic; and

our ability to maintain our status as a BDC under the Investment Company Act of

? 1940, as amended (the "1940 Act"), and qualify annually for tax treatment as a

regulated investment company ("RIC") under Subchapter M of the Internal Revenue

Code of 1986, as amended (the "Code").



Additionally, there may be other risks that are otherwise described from time to
time in the reports that we file with the Securities and Exchange Commission.
Any forward-looking statements in this report should be considered in light of
various important factors, including the risks and uncertainties listed above,
as well as others. All forward-looking statements are necessarily only estimates
of future results, and there can be no assurance that actual results will not
differ materially from expectations, and, therefore, you are cautioned not to
place undue reliance on such statements. Any forward-looking statements are
qualified in their entirety by reference to the risk factors discussed
throughout this quarterly report. Further, any forward-looking statement speaks
only as of the date on which it is made, and we undertake no obligation to
update any forward-looking statement to reflect events or circumstances after
the date on which the statement is made or to reflect the occurrence of
unanticipated events. Because we are an investment company, the forward-looking
statements and projections contained in this quarterly report are excluded from
the safe harbor protections provided by Section 21E of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (the "safe harbor" provision of the
Private Securities Litigation Reform Act of 1995).

Overview


We are a specialty lending company providing debt, including loans and equipment
financings, to growth stage companies, including venture-backed companies and
companies with institutional equity investors. We are an internally managed,
closed-end, non-diversified management investment company that has elected to be
regulated as BDC under the 1940 Act. We also intend to elect to be treated, and
intend to qualify annually thereafter, as a RIC under Subchapter M of the Code
for U.S. federal income tax purposes. As a BDC and a RIC, we are required to
comply with certain regulatory requirements.

Our investment objective is to generate current income and, to a lesser extent,
capital appreciation through our investments. We seek to achieve our investment
objective by making investments consisting primarily of term loans and equipment
financings and, to a lesser extent, working capital loans, equity and
equity-related investments. In addition, we may obtain warrants or contingent
exit fees at funding from many of our portfolio companies, providing an
additional potential source of investment returns. We generally are required to
invest at least 70% of our total assets in qualifying assets in accordance with
the 1940 Act but may invest up to 30% of our total assets in non-qualifying
assets, as permitted by the 1940 Act.

We target investments in growth stage companies, which are typically private
companies, including venture-backed companies and companies with institutional
equity investors. We define "growth stage companies" as companies that have
significant ownership and active participation by sponsors, such as
institutional investors or private equity firms, and expected annual revenues of
up to $100.0 million. Subject to the requirements of the 1940 Act, we are not
limited to investing in any particular industry or geographic area and seek to
invest in under-financed segments of the private credit markets.

Our loans and equipment financings may have initial interest-only periods of up
to 24 months and generally fully amortize over a total term of up to 60 months.
These investments are typically secured by a blanket first position lien, a
specific asset lien on mission critical assets and/or a blanket second position
lien. We may also make a limited number of direct equity and equity-related
investments in conjunction with our debt investments. We target growth stage
companies that have recently issued equity to raise cash to offset potential
cash flow needs related to projected growth, have

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achieved positive cash flow to cover debt service, or have institutional
investors committed to providing additional funding. A loan or equipment
financing may be structured to tie the amortization of the loan or equipment
financing to the portfolio company's projected cash balances while cash is still
available for operations. As such, the loan or equipment financing may have a
reduced risk of default. We believe that the amortizing nature of our
investments will mitigate risk and significantly reduce the risk of our
investments over a relatively short period. We focus on protecting and
recovering principal in each investment and structure our investments to provide
downside protection.

Our History

Trinity Capital Inc. was incorporated under the general corporation laws of the
State of Maryland on August 12, 2019 and commenced operations on January 16,
2020. Prior to January 16, 2020, we had no operations, except for matters
relating to our formation and organization as a BDC.

On January 16, 2020, through a series of transactions (the "Formation
Transactions"), we acquired Trinity Capital Investment, LLC ( "TCI, LLC"),
Trinity Capital Fund II, L.P. ("Fund II"), Trinity Capital Fund III, L.P. ("Fund
III"), Trinity Capital Fund IV, L.P. ("Fund IV") and Trinity Sidecar Income
Fund, L.P. ("Sidecar Fund," and collectively, the "Legacy Funds") and all of
their respective assets (the "Legacy Assets"), including their respective
investment portfolios (the "Legacy Portfolio"), as well as Trinity Capital
Holdings, LLC ("Trinity Capital Holdings"), a holding company whose subsidiaries
managed and/or had the right to receive fees from certain of the Legacy Funds.
In order to complete these transactions we used a portion of the proceeds from
our private equity offering and private debt offering that occurred on January
16, 2020 (refer to "Item 8. Consolidated Financial Statements and Supplementary
Data - Note 1. Organization and Basis of Presentation" for further discussion of
these transactions).

The Legacy Funds were merged with and into the Company, and we issued 9,183,185
shares of our common stock for an aggregate amount of approximately $137.7
million and paid approximately $108.7 million in cash to the Legacy Funds'
investors, which included the general partners/managers of the Legacy Funds (the
"Legacy Investors"), to acquire the Legacy Funds and all of their respective
assets, including the Legacy Portfolio. Our senior management team, led by
Steven L. Brown, comprises the majority of the senior management team that
managed the Legacy Funds and sourced the Legacy Portfolio.

As part of the Formation Transactions, we also acquired 100% of the equity
interests of Trinity Capital Holdings for an aggregate purchase price of $10.0
million, which was comprised of 533,332 shares of our common stock, totaling
approximately $8.0 million, and approximately $2.0 million in cash. In
connection with the acquisition of such equity interests, the Company also
assumed a $3.5 million severance related liability with respect to a former
member of certain general partners of certain Legacy Funds. In connection with
the acquisition of Trinity Capital Holdings, approximately $13.5 million
(consisting of the aggregate purchase price and severance related liability
assumed) was expensed to Costs related to the acquisition of Trinity Capital
Holdings and Legacy Funds in the Consolidated Statements of Operations. As a
result of the Formation Transactions, Trinity Capital Holdings became a wholly
owned subsidiary of the Company.

On February 2, 2021, we completed our initial public offering of 8,006,291
shares of our common stock at a price of $14.00 per share, inclusive of the
underwriters' option to purchase additional shares, which was exercised in full.
Our common stock began trading on the Nasdaq Global Select Market on January 29,
2021 under the symbol "TRIN." Proceeds from this offering were primarily used to
pay down a portion of our existing indebtedness outstanding under the Credit
Facility.

Critical Accounting Policies

The Company's financial statements are prepared in accordance with generally
accepted accounting principles in the United States of America ("GAAP") and
pursuant to Regulation S-X under the Securities Act of 1933, as amended (the
"Securities Act"). The Company follows accounting and reporting guidance as
determined by the Financial Accounting Standards Board ("FASB"), in FASB
Accounting Standards Codification ("ASC") 946, Financial Services - Investment
Companies.

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The preparation of our financial statements in accordance with GAAP requires us
to make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses. Changes in the economic environment,
financial markets and any other parameters used in determining such estimates
could cause actual results to differ materially. Valuation of investments,
income recognition, realized / unrealized gains or losses and U.S. federal
income taxes are considered to be our critical accounting policies and
estimates. -For additional information, please refer to "Note 2 - Summary of
Significant Accounting Policies" in the notes to the consolidated financial
statements included with this Quarterly Report on Form 10-Q.

Reclassification


Certain amounts in the prior period financial statements have been reclassified
to conform to the presentation of the current period financial statements.
Included in interest income for the three months ended March 31, 2020 is the
acceleration of OID and EOT of approximately $0.4 million, which was
reclassified from net realized gain/(loss) on investments. Included in one-time
fee income for the three months ended March 31, 2020 is non-recurring fees of
approximately $1.4 million for the three months then ended of which $0.9 million
were reclassified from net realized gain/(loss) on investment and $0.5 million
were reclassified from interest income. These reclassifications had no effect on
the previously reported net increase (decrease) in net assets.

Valuation of Investments


The most significant estimate inherent in the preparation of the Company's
consolidated financial statements is the valuation of investments and the
related amounts of unrealized appreciation and depreciation of investments
recorded. The Company's investments are carried at fair value in accordance with
the 1940 Act and ASC 946 and measured in accordance with ASC 820, Fair Value
Measurements and Disclosures ("ASC 820"). ASC 820 defines fair value,
establishes a framework for measuring fair value, establishes a fair value
hierarchy based on the observability of inputs used to measure fair value, and
provides disclosure requirements for fair value measurements. ASC 820 requires
the Company to assume that each of the portfolio investments is sold in a
hypothetical transaction in the principal or, as applicable, most advantageous
market using market participant assumptions as of the measurement date. Market
participants are defined as buyers and sellers in the principal market that are
independent, knowledgeable and willing and able to transact. The Company values
its investments at fair value as determined in good faith by the Company's Board
of Directors (the "Board") in accordance with the provisions of ASC 820 and the
1940 Act.

While the Board is ultimately and solely responsible for determining the fair
value of the Company's investments, the Company has engaged independent
valuation firms to provide the Company with valuation assistance with respect to
its investments. The Company engages independent valuation firms on a
discretionary basis. Specifically, on a quarterly basis, the Company will
identify portfolio investments with respect to which an independent valuation
firm will assist in valuing certain investments. The Company selects these
portfolio investments based on a number of factors, including, but not limited
to, the potential for material fluctuations in valuation results, size, credit
quality and the time lapse since the last valuation of the portfolio investment
by an independent valuation firm.

Investments recorded on our Consolidated Statements of Assets and Liabilities are categorized based on the inputs to the valuation techniques as follows:


Level 1 - Investments whose values are based on unadjusted quoted prices for
identical assets in an active market that the Company has the ability to access
(examples include investments in active exchange-traded equity securities and
investments in most U.S. government and agency securities).

Level 2 - Investments whose values are based on quoted prices in markets that
are not active or model inputs that are observable either directly or indirectly
for substantially the full term of the investment.

Level 3 - Investments whose values are based on prices or valuation techniques
that require inputs that are both unobservable and significant to the overall
fair value measurement (for example, investments in illiquid securities issued
by privately held companies). These inputs reflect management's own assumptions
about the assumptions a market participant would use in pricing the investment.

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Given the nature of lending to venture capital-backed growth stage companies,
substantially all of the Company's investments in these portfolio companies are
considered Level 3 assets under ASC 820 because there is no known or accessible
market or market indexes for these investment securities to be traded or
exchanged. The Company uses an internally developed portfolio investment rating
system in connection with its investment oversight, portfolio management and
analysis and investment valuation procedures. This system takes into account
both quantitative and qualitative factors of the portfolio companies. Due to the
inherent uncertainty of determining the fair value of investments that do not
have a readily available market value, the fair value of the Company's
investments may fluctuate from period to period. Because of the inherent
uncertainty of valuation, these estimated values may differ significantly from
the values that would have been reported had a ready market for the investments
existed, and it is reasonably possible that the difference could be material.

Fair value estimates are made at discrete points in time based on relevant information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. The carrying amounts of the Company's financial instruments, consisting of cash, investments, receivables, payables and other liabilities approximate the fair values of such items due to the short-term nature of these instruments.


Income Recognition

Interest Income

The Company recognizes interest income on an accrual basis and recognizes it as
earned in accordance with the contractual terms of the loan agreement to the
extent that such amounts are expected to be collected. Original issue discount
("OID") initially includes the estimated fair value of detachable warrants
obtained in conjunction with the origination of debt securities, and is accreted
into interest income over the term of the loan as a yield enhancement based on
the effective yield method. In addition, the Company may also be entitled to an
end-of-term ("EOT") fee. Debt EOT fees to be paid at the termination of the
financing arrangements are accreted into interest income over the contractual
life of the debt based on the effective yield method. As of March 31, 2021 and
December 31, 2020, the Company had an EOT payment receivable of approximately
$36.1 million and $37.9 million, respectively, which is included as a component
of the cost basis of the Company's current debt securities.

Income related to application or origination payments, net of related expenses,
and generally collected in advance, includes loan commitment and facility fees
for due diligence, as well as fees for transaction services rendered by the
Company to borrowers. Loan and commitment fees in excess of the related expenses
are amortized into interest income over the contractual life of the loan. In
certain loan arrangements, warrants or other equity interests are received from
the borrower as additional origination fees. The Company recognizes nonrecurring
fees over the remaining term of the loan commencing in the quarter relating to
specific loan modifications.

When a portfolio company pays off their outstanding indebtedness prior to the
scheduled maturity date, then the acceleration of the accretion of the OID and
EOT is recognized as interest income.

Fee Income


The Company recognizes one-time fee income, including, but not limited to,
structuring fees, prepayment penalties, and exit fees related to a change in
ownership of the portfolio company, as other income when earned. These fees are
generally earned when the portfolio company enters into an equipment financing
arrangement or pays off their outstanding indebtedness prior to the scheduled
maturity.

Portfolio Composition and Investment Activity

Portfolio Composition


Through the Formation Transactions, we acquired the Legacy Assets, including the
Legacy Portfolio, from the Legacy Funds, as well as Trinity Capital Holdings.
The Legacy Portfolio became our investment portfolio. As of March

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31, 2021, our investment portfolio had an aggregate fair value of approximately
$535.7 million and was comprised of approximately $335.7 million in secured
loans, $128.0 million in equipment financings, and $72.0 million in equity and
equity-related investments, including warrants, across 80 portfolio companies.
As of December 31, 2020, our investment portfolio had an aggregate fair value of
approximately $493.7 million and was comprised of approximately $320.7 million
in secured loans, $122.5 million in equipment financings, and $50.5 million in
equity and equity-related investments, including warrants, across 80 portfolio
companies.

A summary of the composition of our investment portfolio at cost and fair value
as a percentage of total investments are shown in following table as of March
31, 2021 and December 31, 2020:




                                    March 31, 2021      December 31, 2020

                                              Fair                   Fair
                   Type             Cost     Value       Cost       Value
           Secured Loans             64.5%    62.6%       65.1%       65.0%
           Equipment Financings      24.3%    23.9%       24.7%       24.8%
           Equity                     8.5%     9.3%        6.6%        6.6%
           Warrants                   2.7%     4.2%        3.6%        3.6%
           Total                    100.0%   100.0%      100.0%      100.0%




The following table shows the composition of our investment portfolio by
geographic region at cost and fair value as a percentage of total investments as
of March 31, 2021 and December 31, 2020. The geographic composition is
determined by the location of the corporate headquarters of the portfolio
company.




                                   March 31, 2021      December 31, 2020
                                             Fair                   Fair
             Geographic Region     Cost     Value       Cost       Value
             United States
             West                   46.2%    49.3%       49.6%       48.8%
             Northeast              29.5%    26.7%       26.4%       25.9%
             Midwest                 9.8%     8.7%        9.5%        8.9%
             Mountain                7.6%     7.8%        6.8%        6.9%
             Southeast               2.0%     2.3%        2.2%        3.6%
             South                   0.1%     0.3%        0.1%        0.4%
             Canada                  4.8%     4.9%        5.4%        5.5%
             Total                 100.0%   100.0%      100.0%      100.0%




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Set forth below is a table showing the industry composition of our investment portfolio at cost and fair value as a percentage of total investments as of March 31, 2021 and December 31, 2020:





                                                 March 31, 2021       December 31, 2020
                                                           Fair                    Fair
                  Industry                       Cost      Value       Cost       Value
Manufacturing                                     23.3%     26.5%       20.8%       20.2%
Retail Trade                                      18.4%     16.2%       15.7%       15.4%
Professional, Scientific, and Technical
Services                                          12.3%     12.7%       15.6%       16.0%
Finance and Insurance                              7.0%      7.0%        7.0%        7.2%
Information                                        6.5%      6.4%        6.4%        6.2%
Rental and Leasing Services                        6.3%      6.3%        5.8%        5.9%
Utilities                                          4.9%      4.8%        5.4%        5.5%
Real Estate                                        4.1%      4.0%        3.5%        3.5%
Agriculture, Forestry, Fishing and Hunting         3.7%      3.7%        4.2%        4.2%
Pharmaceutical                                     3.1%      3.2%        3.5%        4.9%
Educational Services                               2.6%      2.6%        1.9%        2.0%
Wholesale Trade                                    2.5%      2.4%        4.8%        4.8%
Health Care and Social Assistance                  2.8%      2.2%        2.9%        2.3%
Construction                                       2.1%      1.6%        2.0%        1.4%
Administrative and Support and Waste
Management and Remediation Services                0.4%      0.4%        0.5%        0.5%
Total                                            100.0%    100.0%      100.0%      100.0%




As of March 31, 2021 and December 31, 2020, the debt, including loans and
equipment financings, in our portfolio had a weighted average time to maturity
of approximately 3.0 years. Additional information regarding our portfolio is
set forth in the schedule of investments and the related notes thereto included
with this Quarterly Report on Form 10-Q.

Concentrations of Credit Risk


Credit risk is the risk of default or non-performance by portfolio companies,
equivalent to the investment's carrying amount. The top three industries of the
Company's portfolio companies as of December 31, 2020, are in the
"Manufacturing," "Professional, Scientific, and Technical Services" and "Retail
Trade" sectors. Industry and sector concentrations will vary from period to
period based on portfolio activity.

As of March 31, 2021 and December 31, 2020, the Company's ten largest portfolio
companies represented approximately 40.9% and 42.5%, respectively, of the total
fair value of the Company's investments in portfolio companies. As of March 31,
2021 and December 31, 2020, the Company had 9 and 14 portfolio companies that
represented 5% or more of the Company's net assets, respectively.

Investment Activity


During the three months ended March 31, 2021, we made an aggregate of
approximately $44.5 million of investments in 6 new portfolio companies and
approximately $42.6 million of investments in 13 existing portfolio companies,
excluding fees. During the three months ended March 31, 2021, we received an
aggregate of $67.0 million in proceeds from repayments of our investments,
including proceeds of approximately $40.8 million from early repayments.

During the year ended December 31, 2020, in addition to $417.0 million in
investments we acquired in connection with the Formation Transactions, we made
an aggregate of approximately $144.3 million of investments in 18 new portfolio
companies and approximately $95.7 million of investments in 18 existing
portfolio companies. During the year ended December 31, 2020, we received an
aggregate of $160.9 million in proceeds from repayments of our investments
including proceeds of approximately $108.8 million from early repayments.

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The following table provides a summary of the changes in the investment
portfolio for the three months ended March 31, 2021 and the year ended December
31, 2020 (in thousands):


                                                                 Three Months
                                                                     Ended            Year Ended
                                                                March 31, 2021     December 31, 2020
Beginning Portfolio                                             $       493,651   $                 -
Formation Transactions acquisitions                                           -               417,023
Purchases, net of deferred fees                                          86,694               238,564
Non-cash conversion                                                           -                 1,263
Proceeds from Paydowns and Sales                                       (26,157)              (52,111)
Proceeds from early debt repayments                                    (40,828)             (108,790)
Accretion of OID and EOT payments                                         4,593                11,788
Net realized gain/(loss)                                                  2,595               (9,403)
Third party participation (1)                                             (283)                   283
Change in unrealized
appreciation/(depreciation)                                              15,476               (4,966)
Ending Portfolio                                                $       535,741   $           493,651

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(1) Certain third parties had rights to 17,485 shares of Ology Biosciences common

stock at a fair value of approximately $0.6 million as of December 31, 2020.

During the three months ended March 31, 2021, these shares were reissued by

Ology Biosciences directly to the third parties and the corresponding

liability was removed from the Consolidated Statement of Assets and

Liabilities. The activity related to these shares and the related liability

is recorded against unrealized appreciation/(depreciation).



The level of our investment activity can vary substantially from period to
period depending on many factors, including the amount of debt, including loans
and equipment financings, and equity capital required by growth stage companies,
the general economic environment and market conditions and the competitive
environment for the types of investments we make.

Portfolio Asset Quality


Our portfolio management team uses an ongoing investment risk rating system to
characterize and monitor our outstanding loans and equipment financings. Our
portfolio management team monitors and, when appropriate, recommends changes to
the investment risk ratings. Our Investment Committee reviews the
recommendations and/or changes to the investment risk ratings, which are
submitted on a quarterly basis to the Board and its Audit Committee.

For our investment risk rating system, we review seven different criteria and,
based on our review of such criteria, we assign a risk rating on a scale of 1 to
5, as set forth in the following illustration.

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                           [[Image Removed: Graphic]]

The following table shows the distribution of our loan and equipment financing
investments on the 1 to 5 investment risk rating scale range at fair value as of
March 31, 2021 and December 31, 2020 (dollars in thousands):




                                                                March 31, 2021                       December 31, 2020
Investment Risk Rating                                 Investments at      Percentage of     Investments at      Percentage of
Scale Range                Designation                   Fair Value       Total Portfolio      Fair Value       Total Portfolio
4.0 - 5.0                  Very Strong Performance    $        110,278              23.8%   $         92,519              20.9%
3.0 - 3.9                  Strong Performance                  164,709              35.4%            212,969              48.0%
2.0 - 2.9                  Performing                          148,691              32.1%            116,895              26.4%
1.6 - 1.9                  Watch                                39,194               8.5%             19,230               4.3%
1.0 - 1.5                  Default/Workout                         812               0.2%              1,606               0.4%
Total                                                 $        463,684             100.0%   $        443,219             100.0%



At March 31, 2021 and December 31, 2020, our loan and equipment financing investments had a weighted average risk rating score of 3.2.

Debt Investments on Non-Accrual Status


When a debt security becomes 90 days or more past due, or if our management
otherwise does not expect that principal, interest, and other obligations due
will be collected in full, we will generally place the debt security on
non-accrual status and cease recognizing interest income on that debt security
until all principal and interest due has been paid or we believe the borrower
has demonstrated the ability to repay its current and future contractual
obligations. Any uncollected interest is reversed from income in the period that
collection of the interest receivable is determined to be doubtful. However, we
may make exceptions to this policy if the investment has sufficient collateral
value and is in the process of collection.

At March 31, 2021, loans to three portfolio companies were on non-accrual status
with a total cost of approximately $2.3 million, and a total fair market value
of approximately $1.4 million, or 0.3%, of the fair value of the Company's
investment portfolio. As of December 31, 2020, loans to three portfolio
companies were on non-accrual status with a total cost of approximately $3.4
million, and a total fair market value of approximately $2.2 million, or 0.5%,
of the fair value of the Company's investment portfolio.

Results of Operations


The following discussion and analysis of our results of operations encompasses
our consolidated results for the three months ended March 31, 2021 and 2020. We
were formed on August 12, 2019 and commenced operations on

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January 16, 2020. Prior to January 16, 2020, we had no operations, except for immaterial matters relating to our formation and organization as a BDC.

Investment Income


The following table sets forth the components of investment income (in
thousands):


                                                                      Three Months Ended
                                                               March 31, 2021     March 31, 2020
Stated interest income                                        $         11,752    $         8,710
Amortization of original issue discount                                  3,447              1,676
Acceleration of amortization of original issue discount                  1,146                428
Prepayment penalty and related fees                                        706                957
Other fee income                                                           269                477
Total investment income                                       $         17,320    $        12,248




We generate revenues primarily in the form of investment income from the
investments we hold, generally in the form of interest income from our debt
securities. Investment income represents interest income recognized as earned in
accordance with the contractual terms of the loan agreement. Interest income
from original issue discount ("OID") represents the estimated fair value of
detachable warrants obtained in conjunction with the origination of debt
securities, including loans and equipment financings and is accreted into
interest income over the term of the loan as a yield enhancement. Interest
income from payment-in-kind ("PIK") represents contractually deferred interest
added to the loan balance recorded on an accrual basis to the extent such
amounts are expected to be collected.

Loan and commitment fees in excess of related expenses are amortized into
interest income over the contractual life of the loan. The Company also
recognizes certain fees as one-time fee income, including, but not limited to,
prepayment penalties, fees related to select covenant default, late-payment
fees, structuring fees and exit fees related to a change in ownership of the
portfolio company.

For the three months ended March 31, 2021, total investment income was
approximately $17.3 million, which represents an approximate effective yield of
15.5% on the average investments during such period. For the three months ended
March 31, 2020, total investment income was approximately $12.2 million, which
represents an approximate yield of 15.0% on the investments during the period.
The increase in investment income for the three months ended March 31, 2021 is
due to higher stated interest income and amortization of OID and EOT based on an
increased principal value of income producing debt investments and partially
offset by decreased fee income.

Operating Expenses


Our operating expenses are comprised of interest and fees on our borrowings,
employee compensation, professional fees and general and administrative
expenses. Our operating expenses totaled approximately $10.1 million and $6.6
million for the three months ended March 31, 2021 and 2020, respectively.

Interest Expense and Other Debt Financing Costs


Interest expense and other debt financing costs on our borrowings totaled
approximately $4.6 million and $4.3 million for the three months ended March 31,
2021 and 2020, respectively, which is primarily comprised of interest and fees
related to the Credit Facility, the 2025 Notes and the Convertible Notes. Our
weighted effective interest rate, comprised of interest and amortization of fees
and discount was approximately 7.2% and 6.4% for the three months ended March
31, 2021 and 2020, respectively. The increase in interest expense for the three
months ended March 31, 2021 was primarily due to the issuance of the Convertible
Notes in December 2020 and partially offset by paydowns in the Credit Facility.

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Employee Compensation and Benefits


Employee compensation and benefits totaled approximately $4.0 million and $1.4
million for the three months ended March 31, 2021 and 2020, respectively. The
increase in employee compensation related expenses during the three months ended
March 31, 2021 relates primarily to the accrual of bonuses expected to be paid
at the discretion of management or upon approval of the Board, as applicable. As
of March 31, 2021 and 2020, the Company had 39 and 29 employees, respectively.

The Board has approved the 2019 Trinity Capital Inc. Long-Term Incentive Plan
and the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan,
each to be effective upon receipt of exemptive relief from the SEC and
stockholder approval of such plans. We have applied for an exemptive order from
the SEC to permit us to issue certain securities under such plans. If such
exemptive relief and stockholder approval are obtained, the Compensation
Committee may award such securities in such amounts and on such terms as the
Compensation Committee determines and consistent with any exemptive order the
SEC may issue and the terms of such plans, as applicable. The SEC is not
obligated to grant an exemptive order to allow this practice and will do so only
if it determines that such practice is consistent with stockholder interests and
does not involve overreaching by management or our Board. We cannot provide any
assurance that we will receive such exemptive relief from the SEC or such
stockholder approval.

Professional Fees Expenses

Professional fees expenses include legal fees, accounting fees, third-party valuation fees, and talent acquisition fees. Our professional fees expenses totaled approximately $0.6 million and $0.5 million for the three months ended March 31, 2021 and 2020, respectively.

General and Administrative Expenses


General and administrative expenses include insurance premiums, rent, taxes and
other various expenses related to our ongoing operations. Our general and
administrative expenses totaled approximately $0.8 million and $0.4 million for
the three months ended March 31, 2021 and 2020, respectively. The increase in
general and administrative expenses for the three months ended March 31, 2021 is
primarily due to a higher D&O insurance premiums.

Net Investment Income


As a result of approximately $17.3 million in total investment income as
compared to approximately $10.0 million in total expenses, net investment income
for the three months ended March 31, 2021 was approximately $7.3 million. As a
result of approximately $12.2 million in total investment income as compared to
approximately $6.5 million in total expenses, net investment income for the
three months ended March 31, 2020 was approximately $5.7 million.

Net Realized Gains and Losses


Realized gains or losses are measured by the difference between the net proceeds
from the sale or redemption of an investment or a financial instrument and the
cost basis of the investment or financial instrument, without regard to
unrealized appreciation or depreciation previously recognized, and includes
investments written-off during the period. For the three months ended March 31,
2021, we realized a net gain on investments of approximately $2.6 million. For
the three months ended March 31, 2020, we realized a net loss on investments of
approximately $0.9 million.

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The net realized gains (losses) from the sales, repayments, or exits of investments were comprised of the following (in thousands):




                                                                    Three Months Ended
                                                            March 31, 2021      March 31, 2020
Net realized gain (loss) on investments:
Gross realized gains                                       $          2,967    $            794
Gross realized losses                                                 (372)             (1,676)
Total net realized gains/(losses) on investments           $          2,595    $          (882)



Net Change in Unrealized Appreciation / (Depreciation) from Investments


Net change in unrealized appreciation/(depreciation) from investments primarily
reflects the net change in the fair value of the investment portfolio and
financial instruments and the reclassification of any prior period unrealized
appreciation or depreciation on exited investments and financial instruments to
realized gains or losses.

Net unrealized appreciation and depreciation on investments for the three months ended March 31, 2021 and 2020 is comprised of the following (in thousands):




                                                                   Three Months Ended
                                                           March 31, 2021      March 31, 2020
Gross unrealized appreciation                             $         34,066    $          1,296
Gross unrealized depreciation                                     (18,081)  

(25,599)

Third party participation (1)                                          283                  13

Net unrealized appreciation/depreciation reclassified related to net realized gains or losses (2)

                          (792)                   -

Total net unrealized gains (losses) on investments $ 15,476

$ (24,290)

--------------------------------------------------------------------------------

(1) Certain third parties had rights to 17,485 shares of Ology Biosciences common

stock at a fair value of approximately $0.6 million as of December 31, 2020.

During the three months ended March 31, 2021, these shares were reissued by

Ology Biosciences directly to the third parties and the corresponding

liability was removed from the Consolidated Statement of Assets and

Liabilities. The activity related to these shares and the related liability

is recorded against unrealized appreciation/(depreciation).

(2) Investments were recorded at their fair values in the Formation Transactions

on January 16, 2020, therefore no reclassification of unrealized appreciation

(depreciation) was recorded during the three months ended March 31, 2020.



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The significant changes in net unrealized appreciation (depreciation) from investments during the three months ended March 31, 2021 consisted of the following (in thousands):




                                                    Net Unrealized
                                                     Appreciation
                Portfolio Company                   (Depreciation)
                Atieva, Inc.                       $         22,193
                Matterport, Inc.                              3,403
                Convercent, Inc.                              1,027
                AyDeeKay LLC                                    954
                Madison Reed, Inc.                              794
                Store Intelligence, Inc.                      (564)
                WorkWell Prevention & Care Inc.               (673)
                Incontext Solutions, Inc.                     (916)
                Ology Biosciences, Inc.                     (5,748)
                Birchbox, Inc.                              (7,970)
                Other, net                                    2,976
                Total                              $         15,476



The significant changes in net unrealized appreciation (depreciation) from investments during the three months ended March 31, 2020 consisted of the following (in thousands):




                                                   Net Unrealized
                                                    Appreciation
               Portfolio Company                   (Depreciation)
               Vertical Communications, Inc.      $        (3,868)
               Workwell Prevention & Care Inc.             (2,544)
               Altierre, Inc.                              (2,110)
               UnTuckIt, Inc.                              (1,558)
               Project Frog, Inc.                          (1,507)
               Vidsys, Inc.                                (1,502)
               Birchbox, Inc.                                (938)
               Atieva, Inc.                                  (849)
               BaubleBar, Inc.                               (844)
               Edeniq, Inc.                                  (716)
               SQL Sentry LLC                                (578)
               STS Media, Inc.                               (500)
               Other, net                                  (6,776)
               Total                              $       (24,290)

Net Increase (Decrease) in Net Assets Resulting from Operations


Net increase in net assets resulting from operations during the three months
ended March 31, 2021 was approximately $25.3 million. Net decrease in net assets
resulting from operations before formation costs during the three months ended
March 31, 2020 was approximately $19.5 million.

Net Increase (Decrease) in Net Assets Resulting from Operations and Earnings Per Share


For the three months ended March 31, 2021 basic and fully diluted net increase
in net assets per common share were $1.08. For the three months ended March 31,
2020, basic and diluted net decrease in net assets per common share were $1.97.
Costs related to the acquisition of Trinity Capital Holdings was approximately
$13.5 million, and the cost related to the acquisition of the Legacy Funds was
approximately $2.1 million. The total cost of $15.6 million, when added to

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the net decrease in net assets resulting from operations before formation costs,
resulted in a net decrease in net assets resulting from operations during the
three months ended March 31, 2020 of approximately $(35.1) million.

Financial Condition, Liquidity and Capital Resources


Our liquidity and capital resources are generated primarily from the net
proceeds of offerings of our securities, including the Private Offerings and the
Convertible Notes offering, borrowings under the Credit Facility and cash flows
from our operations, including investment sales and repayments, as well as
income earned on investments and cash equivalents. Our primary use of our funds
includes investments in portfolio companies, payments of interest on our
outstanding debt, and payments of fees and other operating expenses we incur. We
also expect to use our funds to pay distributions to our stockholders. We have
used, and expect to continue to use, our borrowings, including under the Credit
Facility or any future credit facility, and proceeds from the turnover of our
portfolio to finance our investment objectives and activities.

We may, from time to time, enter into additional credit facilities, increase the
size of our existing Credit Facility, or issue additional securities in private
or public offerings. Any such incurrence or issuance would be subject to
prevailing market conditions, our liquidity requirements, contractual and
regulatory restrictions, and other factors.

For the three months ended March 31, 2021, we experienced a net decrease in cash
and cash equivalents in the amount of $9.8 million, which is the net result of
$19.2 million of cash used in operating activities and $0.5 million of cash used
in investing activities partially offset by $9.9 million of cash provided by
financing activities. During the three months ended March 31, 2020, we
experienced a net increase in cash and cash equivalents in the amount of $79.5
million, which is the net result of $170.1 million of cash provided by financing
activities and $1.1 million of cash from operating activities partially offset
by $91.7 million of cash used in investing activities.

As of March 31, 2021 and December 31, 2020, we had cash, cash equivalents and
restricted cash of $51.3 million and $61.1 million, respectively, of which $39.7
and $60.3 million, respectively, is held in the Goldman Sachs Financial Square
Government Institutional Fund. Cash held in demand deposit accounts may exceed
the Federal Deposit Insurance Corporation ("FDIC") insured limit and therefore
is subject to credit risk. All of the Company's cash deposits are held at large
established high credit quality financial institutions, and management believes
that the risk of loss associated with any uninsured balances is remote. As of
March 31, 2021 and December 31, 2020, restricted cash consisted of approximately
$15.3 million and $15.7 million, respectively, related to the Credit Facility
covenants (See "Note 5 - Borrowings"), and an additional amount of approximately
$0.7 million at December 31, 2020 was held in escrow related to the payout of a
severance related liability assumed as part of the Formation Transactions with
respect to a former member of certain general partners of certain Legacy Funds.
As of March 31, 2021 and December 31, 2020, we had approximately $72.5 million
and $42.0 million, respectively, of available borrowings under the Credit
Facility, subject to its terms and regulatory requirements. Cash, cash
equivalents and restricted cash, taken together with available borrowings under
the Credit Facility, as of March 31, 2021, are expected to be sufficient for our
investing activities and to conduct our operations in the near term.

On January 16, 2020, in connection with the Formation Transactions, we became a
party to, and assumed, the Credit Facility through our wholly owned subsidiary,
Trinity Funding 1, LLC. The Credit Facility matures on January 8, 2022, unless
extended, and we have the ability to borrow up to an aggregate of $300.0
million. In addition, borrowings under the Credit Facility are subject to
floating interest rates based on LIBOR, generally bearing interest at a rate of
the three-month LIBOR plus 3.25%. We may utilize the leverage available under
the Credit Facility to finance future investments. We used a portion of the
proceeds from the Private Offerings to repay a portion of the aggregate amount
outstanding under the Credit Facility in amount of approximately $60 million. As
of March 31, 2021 and December 31, 2020, approximately $45.0 million and $135.0
million, respectively, was outstanding under the Credit Facility. During the
three months ended March 31, 2021 and 2020, we repaid $85.0 million and $60.0
million, respectively, of borrowings under the Credit Facility.

In January 2020, we completed the Private Common Stock Offering in reliance upon
the available exemptions from the registration requirements of the Securities
Act, pursuant to which we issued and sold 8,333,333 shares of our common stock
for aggregate gross proceeds of approximately $125.0 million. A portion of the
proceeds of the Private

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Common Stock Offering were used to complete the Formation Transactions and repay a portion of the outstanding borrowings under the Credit Facility.


In January 2020, concurrent with the completion of the Private Common Stock
Offering, we completed the 144A Note Offering in reliance upon the available
exemptions from the registration requirements of the Securities Act, pursuant to
which we issued and sold $125.0 million in aggregate principal amount of the
unsecured 2025 Notes that mature on January 16, 2025, unless repurchased or
redeemed in accordance with their terms prior to such date and bear interest at
a fixed rate of 7.00% per year payable quarterly on March 15, June 15, September
15 and December 15 of each year. A portion of the proceeds of the 144A
Note Offering were used to complete the Formation Transactions and repay a
portion of the outstanding borrowings under the Credit Facility. Aggregate
estimated offering expenses in connection with the transaction, including the
fees and commissions, were approximately $4.8 million. As of March 31, 2021 and
December 31, 2020, we had $125 million in aggregate principal amount of 2025
Notes outstanding.

In December 2020, we issued $50.0 million in aggregate principal amount of the
Convertible Notes. The sale generated net proceeds of $47.0 million, including
$1.7 million of debt issuance costs and $1.3 million of original issue discount.
The Convertible Notes bear interest at a rate of 6.00% per year, payable
semiannually in arrears on May 1 and November 1, of each year. The Convertible
Notes mature on December 11, 2025, unless earlier converted by noteholders or
purchased by the Company at the noteholders option upon the occurrence of a
fundamental change, as defined in the indenture governing the Convertible Notes.
As of March 31, 2021 and December 31, 2020, we had $50.0 million in aggregate
principal amount of Convertible Notes outstanding.

Refer to "Item 2. Financial Statements and Supplementary Data - Note 5 - Borrowings" included in the notes to our consolidated financial statements appearing elsewhere in this report for a discussion of our borrowings.

Reduced Asset Coverage Requirements


In accordance with the 1940 Act, with certain limited exceptions, we are only
allowed to incur borrowings, issue debt securities or issue preferred stock, if
immediately after the borrowing or issuance, the ratio of total assets (less
total liabilities other than indebtedness) to total indebtedness plus preferred
stock, is at least 150%. On September 27, 2019, the Board, including a "required
majority" (as such term is defined in Section 57(o) of the 1940 Act) and our
initial stockholder approved the application to us of the 150% minimum asset
coverage ratio set forth in Section 61(a)(2) of the 1940 Act. As a result,
effective September 28, 2019, the asset coverage ratio under the 1940 Act
applicable to us decreased from 200% to 150%, permitting us to potentially
borrow $2 for investment purposes of every $1 of investor equity. As of March
31, 2021, our asset coverage ratio was approximately 264.3% and our asset
coverage ratio per unit was approximately $2,643. As of December 31, 2020, our
asset coverage ratio was approximately 177.0% and our asset coverage ratio per
unit was approximately $1,770. We target a leverage range of between 1.15x and
1.35x.

Commitments and Off-Balance Sheet Arrangements


Other than contractual commitments with respect to our portfolio companies and
other legal contingencies incurred in the normal course of our business, we do
not have any off-balance sheet financings or liabilities as of March 31, 2021 or
December 31, 2020.

The Company's commitments and contingencies consist primarily of unfunded
commitments to extend credit in the form of loans to the Company's portfolio
companies. A portion of these unfunded contractual commitments as of March 31,
2021 and December 31, 2020 are dependent upon the portfolio company reaching
certain milestones before the debt commitment becomes available. Furthermore,
the Company's credit agreements with its portfolio companies generally contain
customary lending provisions that allow the Company relief from funding
obligations for previously made commitments in instances where the underlying
portfolio company experiences materially adverse events that affect the
financial condition or business outlook for the company. Since a portion of
these commitments may expire without being withdrawn, unfunded contractual
commitments do not necessarily represent future cash requirements. As such, the
Company's disclosure of unfunded contractual commitments includes only those
which are available at the request of the portfolio company and unencumbered by
milestones. As of March 31, 2020, the Company had outstanding unfunded
commitments of approximately $8.3 million to two portfolio companies, Dandelion,
Inc. and Greenlight Biosciences,

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Inc. As of December 31, 2020, the Company had outstanding unfunded commitments
of approximately $0.1 million to one portfolio company, Dandelion, Inc. The
Company will fund its future unfunded commitments from the same sources it uses
to fund its investment commitments that are funded at the time they are made
(which are typically through existing cash and cash equivalents and borrowings
under the Credit Facility).

In the normal course of business, the Company enters into contracts that provide
a variety of representations and warranties, and general indemnifications. Such
contracts include those with certain service providers, brokers and trading
counterparties. Any exposure to the Company under these arrangements is unknown
as it would involve future claims that may be made against the Company; however,
based on the Company's experience, the risk of loss is remote and no such claims
are expected to occur. As such, the Company has not accrued any liability in
connection with such indemnifications.

Contractual Obligations


A summary of our contractual payment obligations as of March 31, 2021, is as
follows:




                                                 Payments Due by Period
                            Less than 1
                               year          1 - 3 years      4 - 5 years      After 5 years       Total
Credit Facility            $           -    $      45,000    $           -    $             -    $   45,000
7.00% Notes                            -                -          125,000                  -       125,000
Convertible Notes                      -                -           50,000                  -        50,000
Operating Leases (1)                 168              845              751              1,619         3,383
Total Contractual
Obligations                $         168    $      45,845$     175,751    $         1,619    $  223,383

--------------------------------------------------------------------------------

(1) Relates to lease for the Company's office, which expires on July 31, 2022 and

is subject to a five-year extension option, plus the lease the Company signed

for a new space in downtown Phoenix, Arizona with an estimated commencement

date in mid-2021. The Company has recorded the current lease as a

right-of-use asset and lease liability in its financial statements, and will

record the new lease as such upon its commencement date in mid-2021. No right

of use asset or corresponding lease liability has been recorded on the new

lease as the lease has not commenced.

Distributions


We intend to pay quarterly distributions to our stockholders out of assets
legally available for distribution. All distributions will be paid at the
discretion of the Board and will depend on our earnings, financial condition,
maintenance of our tax treatment as a RIC, compliance with applicable BDC
regulations and such other factors as the Board may deem relevant from time to
time.

During the three months ended March 31, 2021, the Company declared a distribution on March 23, 2021 of $0.28 per share, which was paid on April 16, 2021 to stockholders of record as of March 31, 2021. No distributions were declared or paid during the three months ended March 31, 2020.

Related Party Transactions


As discussed herein, the Legacy Funds were merged with and into the Company and
we issued 9,183,185 shares of our common stock at $15.00 per share for a total
value of approximately $137.7 million and paid approximately $108.7 million in
cash to the Legacy Investors, which include the general partners/managers of the
Legacy Funds. In addition, as part of the Formation Transactions, we acquired
100% of the equity interests of Trinity Capital Holdings for shares of our
common stock and cash. Members of our management, including Steven L. Brown,
Kyle Brown, Gerald Harder and Ron Kundich, owned 100% of the equity interests in
Trinity Capital Holdings and controlling interests in the general
partners/managers of the Legacy Funds.

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As a result of the Formation Transactions, Messrs. S. Brown, K. Brown, Harder
and Kundich collectively received (i) 533,332 shares of the Company's common
stock valued at approximately $8.0 million and approximately $2.0 million in
cash in exchange for their equity interests in Trinity Capital Holdings, and
(ii) 377,441 shares of the Company's common stock valued at approximately $5.7
million for their limited partner and general partner interests in the Legacy
Funds.

We have entered into indemnification agreements with our directors and executive
officers. The indemnification agreements are intended to provide our directors
and executive officers with the maximum indemnification permitted under Maryland
law and the 1940 Act. Each indemnification agreement provides that we shall
indemnify the director or executive officer who is a party to the agreement, or
an "Indemnitee," including the advancement of legal expenses, if, by reason of
his or her corporate status, the Indemnitee is, or is threatened to be, made a
party to or a witness in any threatened, pending, or completed proceeding, to
the maximum extent permitted by Maryland law and the 1940 Act.

Recent Developments


Subsequent to the quarter ended March 31, 2021 and through the date of filing of
this Quarterly Report on Form 10-Q, no material events or developments occurred
that require reporting.

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