UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-K/A

(Amendment No. 1)

 

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

 

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013

 

or

 

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Transition Period from ________ to ________

 

Commission File Number: 333-179460

 

Twin Cities Power Holdings, LLC

(Exact name of registrant as specified in its charter)

 

Minnesota		27-1658449
(State of organization)		(IRS Employer Identification Number)

 

16233 Kenyon Avenue, Suite 210

Lakeville, Minnesota 55044

(Address of principal executive offices, zip code)

 

(952) 241-3103

(Registrant’s telephone number, including area code)

 

Securities registered under Sections 12(b) or 12(g) of the Act		Name of each exchange on which registered
None		None

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act

$50,000,000

3 and 6 Month and 1, 2, 3, 4, 5 and 10 Year Renewable Unsecured Subordinated Notes

_________________________________________________________

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation ST (§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 x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company. See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

EXPLANATORY NOTE 

 

The purpose of this Amendment No. 1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission on March 28, 2014 (the “Form 10-K”), is solely to correct a typographical error appearing in Part II, Item 6.

 

No other changes have been made to the Form 10-K.  This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Part II

 

Item 6 – Selected Consolidated Financial Data

 

The following table sets forth selected consolidated financial data for the last two years derived from the audited consolidated financial statements of Twin Cities Power Holdings, LLC. The following information is only a summary and you should read it in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operation” beginning on page 39 and our consolidated financial statements and notes thereto found in “Financial Statements and Supplementary Data” beginning on page 53.

 

		Years ended December 31
Dollars in thousands unless otherwise indicated		2013				2012
Statements of Operations Data
Net revenue		$	32,785			$	19,074
Total operating expenses			29,176				16,036
Operating income			3,610				3,038
Net other income (expense)			(1,469	)			(1,051	)
Income before income taxes			2,140				1,987
Provision for taxes			9				56
Net income			2,131				1,931
Preferred distributions			(549	)			(503	)
Net income attributable to common		$	1,582			$	1,427
Ratio of earnings to fixed charges (1)			2.26x				2.61x
Balance Sheet Data
Cash and trading deposits		$	13,675			$	12,797
Total assets			17,562				16,263
Total debt			10,185				6,280
Total liabilities			12,813				9,864
Total redeemable preferred & members' equity			4,748				6,399

______________

(1)

Fixed charges include interest expense, one-third of operating lease rental expense as reported in the footnotes to our financial statements, and amortization of deferred financing costs. We have included one-third of the operating lease rental expense because that is the portion the Company estimates to be the interest component attributable to such rent expense, with the remaining two-thirds considered to be depreciation.

 

 

Exhibit Index

 

Exhibit Number		Description
31.1		Certification of Chief Executive Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934. (filed herewith)
31.2		Certification of Chief Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934. (filed herewith)
32.1		Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

 

				TWIN CITIES POWER HOLDINGS, LLC
				/S/ TIMOTHY S. KRIEGER
Dated: April 7, 2014		By:		Timothy S. Krieger
				Chief Executive Officer, President and Chairman of the Board (principal executive officer)