OHA Investment 10Q 2008 Q2 Quarterly report

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 June 30, 2008

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

For the transition period to

Commission file number: 814-00672

NGP Capital Resources Company

(Exact name of registrant as specified in its charter)

Maryland	20-1371499
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1221 McKinney Street, Suite 2975 Houston, Texas	77010
(Address of principal executive offices)	(Zip Code)

(713) 752-0062

(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 o

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

Large accelerated filer o

Accelerated filer x

Non-accelerated filer o

(Do not check if smaller reporting company)

Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

As of August 5, 2008, there were 21,628,202 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		1

	Item 1. Consolidated Financial Statements	1
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
	Item 3. Quantitative and Qualitative Disclosures About Market Risk	33
	Item 4. Controls and Procedures	33

PART II – OTHER INFORMATION		33

	Item 1. Legal Proceedings	33
	Item 1A. Risk Factors	33
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	35
	Item 3. Defaults Upon Senior Securities	35
	Item 4. Submission of Matters to a Vote of Security Holders	35
	Item 5. Other Information	35
	Item 6. Exhibits	36

PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

NGP CAPITAL RESOURCES COMPANY

CONSOLIDATED BALANCE SHEETS

	June 30, 2008
	(Unaudited)			December 31, 2007
Assets
Investments in portfolio securities at fair value (cost: $331,601,471 and $277,947,454, respectively)	$	338,074,483		$	284,228,573
Investments in corporate notes at fair value (cost: $11,609,569 and $11,631,599, respectively)		8,821,600			8,955,500
Investments in commodity derivative instruments at fair value (cost: $1,546,700 and $0, respectively)		1,331,854			-
Investments in U.S. Treasury Bills, at amortized cost which approximates fair value		177,958,876			163,925,625
Total investments		526,186,813			457,109,698

Cash and cash equivalents		11,108,533			18,437,115
Accounts receivable		10,308			17,569
Interest receivable		1,383,271			647,839
Prepaid assets		1,070,521			2,020,655

Total assets	$	539,759,446		$	478,232,876

Liabilities and stockholders' equity (net assets)
Current liabilities
Accounts payable	$	595,572		$	928,761
Management and incentive fees payable		1,838,009			2,032,107
Dividends payable		8,651,281			9,012,671
Total current liabilities		11,084,862			11,973,539

Long-term debt		224,250,000			216,000,000

Total liabilities		235,334,862			227,973,539

Commitments and contingencies (Note 8)

Stockholders’ equity (net assets)
Common stock, $.001 par value, 250,000,000 shares authorized; 21,628,202 and 17,500,332 shares issued and outstanding, respectively		21,628			17,500
Paid-in capital in excess of par		307,928,101			245,881,078
Undistributed net investment income (loss)		(7,854,475	)		(103,394	)
Undistributed net realized capital gain (loss)		859,133			859,133
Net unrealized appreciation (depreciation) of portfolio securities, corporate notes and commodity derivative instruments		3,470,197			3,605,020

Total stockholders’ equity (net assets)		304,424,584			250,259,337

Total liabilities and stockholders' equity (net assets)	$	539,759,446		$	478,232,876

Net asset value per share	$	14.08		$	14.30

(See accompanying notes to consolidated financial statements)

NGP CAPITAL RESOURCES COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended				For the Six Months Ended
	June 30, 2008		June 30, 2007		June 30, 2008			June 30, 2007
Investment income
Interest income	$	8,152,713	$	9,507,862	$	17,650,679		$	17,929,117
Dividend income		-		93,710		-			93,710
Other income		44,520		142,237		84,890			197,745

Total investment income		8,197,233		9,743,809		17,735,569			18,220,572

Operating expenses
Management fees		1,838,009		1,585,494		3,638,215			3,150,003
Incentive fees		-		1,054,358		-			1,054,358
Professional fees		224,390		174,987		433,369			328,583
Insurance expense		198,812		132,423		397,629			264,846
Interest expense and fees		1,440,572		1,619,226		3,881,648			3,176,422
State franchise taxes		23,196		34,612		32,712			34,593
Other general and administrative expenses		713,063		631,491		1,451,664			1,283,063

Total operating expenses		4,438,042		5,232,591		9,835,237			9,291,868

Net investment income (loss)		3,759,191		4,511,218		7,900,332			8,928,704

Net realized capital gain (loss) on portfolio securities, corporate notes and commodity derivative instruments		-		6,666,858		-			6,666,858
Net increase (decrease) in unrealized appreciation (depreciation) on portfolio securities, corporate notes and commodity derivative instruments		1,611,339		2,291,165		(134,823	)		6,021,150

Net increase (decrease) in stockholders' equity (net assets) resulting from operations	$	5,370,530	$	13,469,241	$	7,765,509		$	21,616,712

Net increase (decrease) in stockholders' equity (net assets) resulting from operations per common share	$	0.25	$	0.78	$	0.36		$	1.25

(See accompanying notes to consolidated financial statements)

NGP CAPITAL RESOURCES COMPANY

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (NET ASSETS)

													Net Unrealized
													Appreciation (Depreciation)			Total
					Paid-in Capital			Undistributed			Undistributed		of Portfolio Securities,			Stockholders'
	Common Stock				in Excess			Net Investment			Net Realized		Corporate Notes and Commodity			Equity
	Shares		Amount		of Par			Income (Loss)			Capital Gain (Loss)		Derivative Instruments			(Net Assets)
Balance at December 31, 2007		17,500,332	$	17,500	$	245,881,078		$	(103,394	)	$	859,133	$	3,605,020		$	250,259,337
Net increase in stockholders' equity (net assets) resulting from operations		-		-		-			7,900,332			-		(134,823	)		7,765,509

Issuance of common stock from public offering (net of underwriting costs)		4,086,388		4,086		62,109,012			-			-		-			62,113,098

Offering costs		-		-		(739,265	)		-			-		-			(739,265	)

Dividends declared		-		-		-			(15,651,413	)		-		-			(15,651,413	)
Issuance of common stock under dividend reinvestment plan		41,482		42		677,276			-			-		-			677,318
Balance at June 30, 2008 (unaudited)		21,628,202	$	21,628	$	307,928,101		$	(7,854,475	)	$	859,133	$	3,470,197		$	304,424,584

(See accompanying notes to consolidated financial statements)

NGP CAPITAL RESOURCES COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended
	June 30, 2008			June 30, 2007
Cash flows from operating activities
Net increase in stockholders' equity (net assets) resulting from operations	$	7,765,509		$	21,616,712
Adjustments to reconcile net increase in stockholders' equity (net assets) resulting from operations to net cash used in operating activities
Payment-in-kind interest		(1,728,817	)		(1,935,532	)
Payment-in-kind dividend		-			(93,710	)
Net amortization of premiums, discounts and fees		(589,096	)		(1,498,175	)
Change in unrealized (appreciation) depreciation on portfolio securities, corporate notes and commodity derivative instruments		134,823			(6,021,150	)
Effects of changes in operating assets and liabilities
Accounts receivable		7,261			452,184
Interest receivable		(735,432	)		607,169
Prepaid assets		950,134			477,171
Accounts payable		(527,287	)		1,024,280
Purchase of investments in portfolio securities, corporate notes and commodity derivative instruments		(81,412,478	)		(152,705,108	)
Redemption of investments in portfolio securities, corporate notes and commodity derivative instruments		28,551,706			108,579,495
Net sale of investments in U.S. Treasury Bills		(14,033,251	)		41,167,748

Net cash provided by (used in) operating activities		(61,616,928	)		11,671,084

Cash flows from financing activities
Net proceeds from the issuance of common stock		62,790,415			-
Borrowings under revolving credit facility		108,000,000			-
Repayments on revolving credit facility		(99,750,000	)		-
Offering costs from the issuance of common stock		(739,265	)		-
Dividends paid		(16,012,804	)		(4,257,648	)

Net cash provided by (used in) financing activities		54,288,346			(4,257,648	)

Net increase (decrease) in cash and cash equivalents		(7,328,582	)		7,413,436
Cash and cash equivalents, beginning of period		18,437,115			12,334,329

Cash and cash equivalents, end of period	$	11,108,533		$	19,747,765

(See accompanying notes to consolidated financial statements)

NGP CAPITAL RESOURCES COMPANY

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2008

(Unaudited)

Portfolio Company	Energy Industry Segment		Investment (2) (4)		Principal		Cost		Fair Value (3)
TARGETED INVESTMENTS
Venoco, Inc. (1) (11)		Oil & Natural Gas		Senior Notes (7)	$	12,000,000	$	11,922,600	$	11,730,000
		Production and		(8.75%, due 12/15/2011)
		Development

Chroma Exploration &		Oil & Natural Gas		9,428 Shares Series A Participating		-		2,221,710		-
Production, Inc. (1) (11)		Production and		Convertible Preferred Stock (9)
		Development		8,610 Shares Series AA Participating		-		2,089,870		1,567,402
				Convertible Preferred Stock (9)
				8.11 Shares Common Stock (5)		-		-		-
				Warrants (5) (13)		-		-		-

Resaca Exploitation,		Oil & Natural Gas		Senior Secured		26,993,572		26,538,095		26,538,095
LP (1) (11)		Production and		Multiple-Advance Tranche A Term Loan
		Development		(LIBOR + 6.00%, due 5/01/2012)
				Overriding Royalty Interest (6)		30,000		28,616		750,000

				Senior Secured Tranche B Term Loan		6,000,000		6,000,000		6,000,000
				(LIBOR + 9.00%, due 8/31/2008)
				Overriding Royalty Interest (6)		30,000		28,616		750,000

				Senior Subordinated		4,000,000		4,000,000		4,000,000
				Secured Convertible Term Loan
				(6.00% cash, 8.00% PIK, due 5/01/2012)

Crossroads Energy,		Oil & Natural Gas		Senior Secured		4,508,755		4,434,261		4,434,261
LP (1) (11)		Production and		Multiple-Advance Term Loan
		Development		(The greater of 10.0% or LIBOR + 5.50%,
				due 6/29/2009)
				Overriding Royalty Interest (6)		10,000		6,653		250,000

Rubicon Energy Partners,		Oil & Natural Gas		Senior Subordinated Secured		5,000,000		5,000,000		5,000,000
LLC (8) (11)		Production and		Multiple-Advance Term Loan
		Development		(LIBOR + 8.00%, due 5/01/2010)
				LLC Units (4,000 units) (5)		-		4,000,000		12,000,000

BSR Loco Bayou,		Oil & Natural Gas		Senior Secured		3,055,455		2,584,326		1,722,239
LLC (1) (11) (12)		Production and		Multiple-Advance Term Loan
		Development		(LIBOR + 5.50% cash, +7.50% PIK - until 8/15/08,
				cash only thereafter, due 8/15/2009) (9)
				Overriding Royalty Interest (6)		20,000		19,638		20,000
				Warrants (5) (14)		10,000		10,000		-

Sonoran Energy,		Oil & Natural Gas		Warrants (5) (15)		10,000		10,000		10,000
Inc. (1) (11)		Production and
		Development

Nighthawk Transport I,		Energy Services		Second Lien		14,328,347		13,501,342		13,501,342
LP (1) (11)				Term Loan B
				(The greater of 15.0% or LIBOR + 10.50%,
				due 10/03/2010)
				LP Units (5)		224		224		150,000
				Warrants (5) (16)		850,000		850,000		850,000

				Second Lien		1,595,043		1,572,047		1,572,047
				Delayed Draw Term Loan B
				(The greater of 15.0% or LIBOR + 10.50%,
				due 10/03/2010)

NGP CAPITAL RESOURCES COMPANY

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2008

(Unaudited)

(Continued)

Portfolio Company	Energy Industry Segment		Investment (2) (4)		Principal		Cost		Fair Value (3)
TARGETED INVESTMENTS - Continued
Alden Resources,		Coal Production		Senior Secured		36,285,168		33,553,912		33,553,912
LLC (1) (11)				Multiple-Advance Term Loan
				(LIBOR + 8.00% cash, due 1/05/2013)
				Royalty Interest (6)		2,660,000		2,598,578		2,660,000
				Warrants (5) (17)		100,000		100,000		100,000

Tammany Oil & Gas,		Oil & Natural Gas		Senior Secured		29,447,804		29,103,653		29,103,653
LLC (1) (11)		Production and		Multiple-Advance Term Loan
		Development		(The greater of 11.0% or LIBOR + 6.00%,
				due 3/21/2010)
				Overriding Royalty Interest (5) (6)		200,000		200,000		400,000

TierraMar Energy		Oil & Natural Gas		Overriding Royalty Interest (6)		20,000		17,968		200,000
LP (8) (11)		Production and		Class A Preferred LP Units (5)		16,634,830		16,634,830		16,634,830
		Development

Anadarko Petroleum		Oil & Natural Gas		Multiple-Advance Net Profits Interest		55,082,664		55,177,417		55,177,417
Corporation 2007-III		Production and		(Due 4/23/2032)
Drilling Fund (1) (11)		Development

Formidable, LLC (1) (11)		Oil & Natural Gas		Senior Secured		37,000,000		37,000,000		37,000,000
		Production and		Multiple-Advance Term Loan
		Development		(LIBOR + 5.50% cash, due 5/31/2008) (9)
				Warrants (5) (18)		500,000		500,000		500,000

DeanLake Operator,		Oil & Natural Gas		Senior Secured		13,418,453		13,217,846		13,217,846
LLC (1) (11) (12)		Production and		Multiple-Advance Term Loan
		Development		(LIBOR + 7.00%, due 6/25/2010)
				Overriding Royalty Interest (6)		20,000		19,279		20,000
				Warrants (5) (19)		10,000		10,000		10,000

Bionol Clearfield,		Alternative Fuels and		Senior Secured Tranche C		5,000,000		5,000,000		5,000,000
LLC (1) (11)		Specialty Chemicals		Construction Loan
				(LIBOR + 7.00%, due 09/06/2016)

BioEnergy Holding,		Alternative Fuels and		Senior Secured Notes		10,000,000		9,1 12,721		9,112,721
LLC (1) (11)		Specialty Chemicals		(15.00%, due 03/06/2015)
				BioEnergy International Warrants (5) (20)		595,845		595,845		595,845
				BioEnergy Holding Units (5)		376,687		376,687		376,687

Greenleaf Investments,		Oil & Natural Gas		Senior Secured		10,999,670		10,666,186		10,666,186
LLC (1) (11)		Production and		Multiple-Advance Term Loan
		Development		(The greater of 10.5% or LIBOR + 6.00%,
				due 04/30/2011)
				Overriding Royalty Interest (6)		100,000		98,551		100,000

ATP Oil & Gas		Oil & Natural Gas		Limited Term Royalty Interest		32,800,000		32,800,000		32,800,000
Corporation (1) (11)		Production and
		Development

Subtotal Targeted Investments (62.95% of total investments)							$	331,601,471	$	338,074,483

NGP CAPITAL RESOURCES COMPANY

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2008

(Unaudited)

(Continued)

Issuing Company	Energy Industry Segment		Investment (2) (4)		Principal		Cost		Fair Value (3)
CORPORATE NOTES
Pioneer Natural Resources Co. (11)		Oil & Natural Gas		Senior Notes, 7.2%, due 2028	$	10,000,000	$	11,609,569	$	8,821,600
		Production and
		Development

Subtotal Corporate Notes ( 1.64% of total investments)							$	11,609,569	$	8,821,600

COMMODITY DERIVATIVE INSTRUMENTS
Put Options (11) (21)				Put Options with BP Corp. NA to sell up to 615,000 MMBtu of			$	359,775	$	228,195
				natural gas at a strike price of $10.00 per MMBtu. 12 monthly
				contracts beginning on July 1, 2008 and expiring on June 30, 2009.

				Put Options with BP Corp. NA to sell up to 237,750 Bbls of				1,046,100		975,200
				crude oil at a strike price of $101.00 per Bbl. 15 monthly contracts
				beginning on July 1, 2008 and expiring on September 30, 2009.

				Put Options with BP Corp. NA to sell up to 32,750 Bbls of				140,825		128,459
				crude oil at a strike price of $85.00 per Bbl. 4 monthly contracts
				beginning on October 1, 2009 and expiring on January 31, 2010.
Subtotal Commodity Derivative Instruments ( 0.24% of total investments)							$	1,546,700	$	1,331,854

GOVERNMENT SECURITIES (10)
U.S. Treasury Bills				U.S. Treasury Bills, 1.3059%, due 07/10/2008	$	8,000,000	$	7,997,440	$	7,997,440
U.S. Treasury Bills				U.S. Treasury Bills, 1.3059%, due 07/10/2008		12,000,000		11,996,160		11,996,160
U.S. Treasury Bills				U.S. Treasury Bills, 1.3059%, due 07/10/2008		12,000,000		11,996,160		11,996,160
U.S. Treasury Bills				U.S. Treasury Bills, 1.3059%, due 07/10/2008		12,000,000		11,996,161		11,996,161
U.S. Treasury Bills				U.S. Treasury Bills, 1.3059%, due 07/10/2008		12,000,000		11,996,160		11,996,160
U.S. Treasury Bills				U.S. Treasury Bills, 1.3059%, due 07/10/2008		12,000,000		11,996,160		11,996,160
U.S. Treasury Bills				U.S. Treasury Bills, 1.3059%, due 07/10/2008		12,000,000		11,996,161		11,996,161
U.S. Treasury Bills				U.S. Treasury Bills, 1.3059%, due 07/10/2008		12,000,000		11,996,160		11,996,160
U.S. Treasury Bills				U.S. Treasury Bills, 1.3059%, due 07/10/2008		12,000,000		11,996,160		11,996,160
U.S. Treasury Bills				U.S. Treasury Bills, 1.3059%, due 07/10/2008		12,000,000		11,996,161		11,996,161
U.S. Treasury Bills				U.S. Treasury Bills, 1.3059%, due 07/10/2008		12,000,000		11,996,160		11,996,160
U.S. Treasury Bills				U.S. Treasury Bills, 0.061%, due 07/03/2008		50,000,000		49,999,833		49,999,833


Subtotal Government Securities (33.1% of total investments)							$	177,958,876	$	177,958,876

CASH
Subtotal Cash (2.07% of total investments)							$	11,108,533	$	11,108,533

TOTAL INVESTMENTS, CASH AND CASH EQUIVALENTS							$	533,825,149	$	537,295,346

LIABILITIES IN EXCESS OF OTHER ASSETS									$	(232,870,762	)

NET ASSETS									$	304,424,584

NGP CAPITAL RESOURCES COMPANY

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2008

(Unaudited)

(Continued)

NOTES TO CONSOLIDATED SCHEDULE OF INVESTMENTS

(1)	Portfolio company is not controlled by or affiliated with the Company as defined by the Investment Company Act of 1940.

(2)	Percentages represent interest rates in effect at June 30, 2008, and due dates represent the contractual maturity dates.

(3)	Fair value of targeted investments is determined by or under the direction of the Board of Directors.

(4)	All investments are in entities with primary operations in the United States of America.

(5)	Non-income producing securities.

(6)	Securities are subject to restrictions as to their sale.

(7)	Upon the March 30, 2006 closing of Venoco, Inc.'s TexCal acquisition, Venoco Inc.'s senior notes became collateralized by second priority liens.

(8)	Portfolio company is controlled by the Company as defined by the Investment Company Act of 1940.

(9)	Non-accrual status.

(10)	Level 1 security per Statement 157 hierarchy.

(11)	Level 3 security per Statement 157 hierarchy.

(12)	Portfolio company was issued a written notice of default.

(13)	Chroma warrants are non-income producing, expire on April 5, 2012 and provide the Company the right to purchase 2,462 shares of common stock at a purchase price of $325.00 per share.

(14)	BSR Loco Bayou warrants are non-income producing, expire on August 15, 2013 and provide the Company the right to purchase 10,000 investor units at the exercise price of $160.00 per investor unit.

(15)	Sonoran warrants are non-income producing, expire on November 28, 2014, and provide the Company the right to purchase shares of common stock up to 2.87 million shares, on a fully diluted basis with anti-dilution provisions, at the exercise price of $0.20 per share.

(16)	Nighthawk warrants are non-income producing, expire on May 13, 2017 and provide the Company the right to purchase approximately 2.5% of limited partnership units at the exercise price of $0.001 per unit.

(17)	Alden warrants are non-income producing and provide the Company the right to purchase 23% of class C units at an exercise price of $0.739 per unit, expiring in December 2013 and the right to purchase 10% of class C units at an exercise price of $0.739 per unit, expiring in July 2014.

(18)	Formidable warrants are non-income producing, expire on March 31, 2015 and provide the Company the right to purchase membership interest representing 30% of all distributions at an exercise price of $1,000 per percentage point.

(19)	DeanLake warrants are non-income producing, expire on June 22, 2014 and provide the Company the right to purchase a 10% membership interest at the exercise price of $300,000 or $30,000 per 1% membership interest representing 30% of all distributions.

(20)	BioEnergy International warrants are non-income producing, expire on August 15, 2010 and provide the Company the right to purchase 648,000 units, representing membership interests of BioEnergy International, at the purchase price of $10.00 per unit.

(21)	Put Options are related to the limited term royalty interest purchased from ATP Oil & Gas Corporation.

(See accompanying notes to consolidated financial statements)

NGP CAPITAL RESOURCES COMPANY

CONSOLIDATED FINANCIAL HIGHLIGHTS

(Unaudited)

	For the Six Months Ended
	June 30, 2008			June 30, 2007
Per Share Data (1)

Net asset value, beginning of period	$	14.30		$	13.96

Increase in net assets as a result of secondary public stock offering		0.40			-
Underwriting discounts and commissions related to secondary public stock offering		(0.15	)		-
Other costs related to secondary public stock offering		(0.03	)		-
Net increase in net assets from secondary public offering		0.22			-

Net asset value after public stock offering		14.52			13.96

Net investment income (loss)		0.37			0.51
Net realized and unrealized gain (loss) on portfolio securities,
corporate notes and commodity derivative instruments		(0.01	)		0.74

Net increase (decrease) in stockholders' equity (net assets)
resulting from operations		0.36			1.25

Dividends declared		(0.80	)		(0.58	)

Net asset value, end of period	$	14.08		$	14.63

Market value, beginning of period	$	15.63		$	16.75
Market value, end of period	$	15.41		$	16.72
Market value return (2)		3.64	%		3.28	%
Net asset value return (2)		3.50	%		8.43	%

Ratios and Supplemental Data
($ and shares in thousands)

Net assets, end of period	$	304,425		$	255,209
Average net assets	$	277,342		$	249,234
Common shares outstanding at end of period		21,628			17,445
Total operating expenses less management and
incentive fees and interest expense/average net assets (3)		1.68	%		1.55	%
Total operating expenses less management
and incentive fees/average net assets (3)		4.49	%		4.12	%
Total operating expenses/average net assets (3)		7.13	%		7.52	%
Net investment income (loss)/average net assets (3)		5.73	%		7.22	%
Net increase (decrease) in net assets resulting from
operations/average net assets (3)		5.63	%		17.49	%
Portfolio turnover rate		10.29	%		43.57	%

(1) Per Share Data is based on common shares outstanding at end of period.

(2) Return calculations assume reinvestment of dividends and are not annualized.

(3) Annualized.

(See accompanying notes to consolidated financial statements)

NGP CAPITAL RESOURCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008

(Unaudited)

Note 1: Organization

NGP Capital Resources Company (the “Company”) was organized as a Maryland corporation in July 2004. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for federal income tax purposes the Company has elected to be treated as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”). The Company has several subsidiaries that are single member limited liability companies and wholly-owned limited partnerships established to hold certain portfolio investments or provide services to the Company in accordance with specific rules prescribed for a company operating as a RIC. These consolidated subsidiaries are: NGPC Funding GP, LLC, a Texas limited liability company; NGPC Nevada, LLC, a Nevada limited liability company; NGPC Funding, LP, a Texas limited partnership; NGPC Asset Holdings GP, LLC, a Texas limited liability company; NGPC Asset Holdings, LP, a Texas limited partnership; NGPC Asset Holdings II, LP, a Texas limited partnership (“NGPC II”); NGPC Asset Holdings III, LP, a Texas limited partnership, and NGPC Asset Holdings V, LP, a Texas limited partnership. Effective May 28, 2008, NGPC Asset Holdings IV, LP merged with and into NGPC II. The Company consolidates the results of its subsidiaries for financial reporting purposes. The Company does not consolidate the financial results of its portfolio companies.

The Company was created to invest primarily in small and mid-size private energy companies, which, until July 21, 2008, were generally defined as companies that have net asset values or annual revenues of less than $500 million and are not issuers of publicly traded securities. On July 21, 2008, the Securities and Exchange Commission expanded the definition of eligible portfolio companies to include domestic operating companies with securities listed on a national securities exchange so long as the company has a market capitalization of less than $250 million. The Company’s investment objective is to generate both current income and capital appreciation through debt investments with certain equity components.

The Company is managed and advised, subject to the overall supervision of the Company’s board of directors (the “Board of Directors”), by NGP Investment Advisor, LP (the “Manager”), a Delaware limited partnership owned by NGP Energy Capital Management, LLC, and NGP Administration, LLC (the “Administrator”), the Company’s administrator.

Note 2: Significant Accounting Policies

The interim unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The interim consolidated financial statements have been prepared by management of the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such rules and regulations, although the Company believes the disclosures included herein are adequate to make the information presented not misleading. In the opinion of management, all adjustments which are of a normal recurring nature considered necessary for presentation of the information have been included. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007. Interim results are not necessarily indicative of results for a full year.

The following is a summary of the significant accounting policies consistently applied by the Company in the preparation of its consolidated financial statements:

Use of Estimates

The interim consolidated financial statements have been prepared in accordance with GAAP that require management to make estimates and assumptions that affect the amounts reported in the interim consolidated financial statements and the accompanying notes to the interim consolidated financial statements. Actual results could differ from these estimates.

Cash and Cash Equivalents

Cash and cash equivalents consist of demand deposits and highly liquid investments with original maturities of three months or less when purchased. Cash and cash equivalents are carried at cost, which approximates fair value.

Prepaid Assets

Prepaid assets consist of premiums paid for directors’ and officers’ insurance and fidelity bonds with a policy term of one year, fees associated with the establishment of the policy or credit facility, and registration expenses related to the Company’s shelf filing. Such premiums and fees are amortized monthly on a straight-line basis over the term of the policy or credit facility. Registration expenses are deferred and will be charged as a reduction of capital upon the sale of shares.

Concentration of Credit Risk

The Company places its cash and cash equivalents with financial institutions and, at times, cash held in checking accounts may exceed the Federal Deposit Insurance Corporation insured limit.

Valuation of Investments

Investments are carried at fair value, as determined in good faith by the Company’s Board of Directors. On a quarterly basis, the investment team of the Manager prepares valuations for all of the assets in our portfolio companies and presents the valuations to the Company’s valuation committee (the “Valuation Committee”) and Board of Directors. The valuations are determined and recommended by the Valuation Committee to the Board of Directors, which reviews and ratifies the final portfolio valuations.

Investments in securities for which market quotations are readily available are recorded in the financial statements at such market quotations as of the valuation date adjusted for appropriate liquidity discounts, if applicable. For investments in securities for which market quotations are unavailable, or which have various degrees of trading restrictions, the investment team prepares valuation analyses, as generally described below.

Using the most recently available financial statements, forecasts and, when applicable, comparable transaction data, the investment team of the Manager prepares valuation analyses for the various securities in the Company’s investment portfolio. These valuation analyses are prepared using traditional valuation methodologies, which rely on estimates of the asset values and enterprise values of portfolio companies issuing securities.

The methodologies for determining asset valuations include estimates based on: the liquidation or sale value of a portfolio company’s assets, the discounted value of expected future net cash flows from the assets and third party valuations of the portfolio company’s assets, such as engineering reserve reports of oil and gas properties. The investment team of the Manager considers some or all of the above valuation methods to determine the estimated asset value of a portfolio company.

The methodologies for determining enterprise valuations include estimates based on: valuations of comparable public companies, recent sales of comparable companies, the value of recent investments in the equity securities of a portfolio company and also on the methodologies used for asset valuations. The investment team of the Manager considers one or all of the above valuation methods to determine the estimated enterprise value of a portfolio company.

Debt Securities: The Company records its investments in non-convertible debt securities at fair value which generally approximates cost plus amortized original issue discount, or OID, to the extent that the estimated asset or enterprise value of the portfolio company exceeds the outstanding debt of the portfolio company. The Company records its investment in convertible debt securities at fair value which generally approximates the higher of: 1) cost plus amortized OID, to the extent that the estimated asset or enterprise value of the portfolio company equals or exceeds the outstanding debt of the portfolio company; and 2) the Company’s pro rata share, upon conversion, of the residual equity value of the portfolio company available after deducting all outstanding debt from its estimated enterprise value. If the estimated asset or enterprise value is less than the sum of the value of the Company’s debt investment and all other debt securities of the portfolio company pari passu or senior to the Company’s debt investment, the Company reduces the value of its debt investment beginning with its junior-most debt investment such that the asset or enterprise value less the value of the outstanding pari passu or senior debt is zero. Investments in debt securities for which market quotations are readily available are recorded in the financial statements at such market quotations as of the valuation date adjusted for appropriate liquidity discounts, if applicable.

Equity Securities: The Company records its investments in preferred and common equity securities (including warrants or options to acquire equity securities) at fair value based on its pro rata share of the residual equity value available after deducting all outstanding debt from the estimated enterprise value.

Property-Based Equity Participation Rights: The Company records its investments in overriding royalty and net profits interests at fair value based on a multiple of cash flows generated by such investments, multiples from transactions involving the sale of comparable assets and/or the discounted value of expected future net cash flows from such investments. Appropriate cash flow multiples are derived from the review of comparable transactions involving similar assets. The discounted value of future net cash flows is derived, when appropriate, from third party valuations of a portfolio company’s assets, such as engineering reserve reports of oil and gas properties.

Due to the uncertainty inherent in the valuation process, such estimates of fair value may differ significantly from the values that would have been used had a ready market for the securities existed, and the differences could be material. Additionally, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different from the valuations currently assigned.

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement on Financial Accounting Statement 157, Fair Value Measurements (“Statement 157”). This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. Statement 157 applies to fair value measurements already required or permitted by existing standards. Statement 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The changes to current generally accepted accounting principles from the application of Statement 157 relate to the definition of fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements.

As of January 1, 2008, the Company adopted Statement 157. The Company has performed an analysis of all existing investments to determine the significance and character of all inputs to their fair value determination. Based on this assessment, the adoption of this standard did not have a material effect on the Company’s net asset value.

Valuation of Commodity Derivative Instruments

Current accounting rules require that all derivative instruments, other than those that meet specific exclusions, be recorded at fair value. Quoted market prices are the best evidence of fair value. If quotations are not available, management’s best estimate of fair value is based on the quoted market price of derivatives with similar characteristics or on valuation techniques. The Company’s derivative instruments are either exchange traded or transacted in an over-the-counter market. Valuation is determined by reference to readily available public data. Option fair values for the natural gas option transactions are based on the Black-Scholes pricing model and the crude oil transactions are based on the Turnbull-Wakeman pricing model and verified against the applicable counterparty’s fair values.

Securities Transactions, Interest and Dividend Income Recognition

All securities transactions are accounted for on a trade-date basis. Interest income is recorded on the accrual basis to the extent that such amounts are expected to be collected. Premiums and discounts are accreted into interest income using the effective interest method. Detachable warrants, other equity securities or property interests such as overriding royalty interests obtained in conjunction with the acquisition of debt securities are recorded separately from the debt securities at their initial fair value, with a corresponding amount recorded as a discount to the associated debt security. Income from overriding royalty interests is recognized as received and the recorded assets are charged depletion using the unit of production depletion method. The portion of the loan origination fees paid that represent additional yield or discount on a loan are deferred and accreted into interest income over the life of the loan using the effective interest method. Upon the prepayment of a loan or debt security, any unamortized loan origination fees are recorded as interest income and any unamortized premium or discount is recorded as a realized gain or loss. Market premiums or discounts on acquired loans or fixed income investments are accreted into interest income using the effective interest method. Dividend income is recognized on the ex-dividend date. Accruing interest or dividends on investments is deferred when it is determined that the interest or dividend is not collectible. Collectability of the interest and dividends is assessed, based on many factors including the portfolio company’s ability to service its loan based on current and projected cash flows as well as the current valuation of the portfolio company’s assets.

Payment-in-Kind Interest and Dividends

The Company may have investments in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK interest or dividends, computed at the contractual rate specified in each investment agreement, are added to the principal balance of the investment and recorded as interest or dividend income. For investments with PIK interest or dividends, the Company bases income accruals on the principal balance including any PIK. If the portfolio company’s asset valuation is not sufficient to cover the contractual interest, the Company will not accrue interest income or dividend income on the investment. To maintain the Company’s RIC status, 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. For the quarter ended June 30, 2008, PIK interest income totaled $77,088 and PIK dividend income totaled $131,505. Both of these amounts were reserved, effectively reversing the accruals. For the quarter ended June 30, 2007, PIK interest income totaled $820,483, and PIK dividend income totaled $93,710.

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation

Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, considering unamortized fees and prepayment premiums, and without regard to unrealized appreciation or depreciation previously recognized, and include investments charged off during the year, net of recoveries. Net unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period including the reversal of previously recorded unrealized appreciation or depreciation, when capital gains or losses are realized.

Derivative accounting rules require that fair value changes of derivative instruments that do not qualify for hedge accounting be reported in current period, rather than in the period the derivatives are settled and/or the hedged transaction is settled. This can result in significant earnings volatility. The company has decided not to designate these instruments as hedging instruments for financial accounting purposes. Net unrealized appreciation or depreciation reflects the change in derivative values during the reporting period including the reversal of previously recorded unrealized appreciation or depreciation, when settled gains or losses are realized.

Fee Income Recognition

Fees primarily include financial advisory, transaction structuring, loan administration, commitment and prepayment fees. Financial advisory fees represent amounts received for providing advice and analysis to companies and are recognized as earned when such services are performed, provided collection is probable. Transaction structuring fees represent amounts received for structuring, financing and executing transactions and are generally payable only if the transaction closes. Such fees are deferred and accreted into interest income over the life of the loan using the effective interest method. Commitment fees represent amounts received for committed funding and are generally payable whether or not the transaction closes. On transactions that close within the commitment period, commitment fees are deferred and accreted into interest income over the life of the loan using the effective interest method. Commitment fees on transactions that do not close are generally recognized over the period the commitment is outstanding. Prepayment and loan administration fees are recognized as they are received. For the quarter ended June 30, 2008, the Company accreted approximately $0.3 million of fee income into interest income, compared to approximately $1.1 million of fee income for the quarter ended June 30, 2007.

Dividends

Dividends to stockholders are recorded on the ex-dividend date. The Company currently intends that its distributions each year will be sufficient to maintain the Company’s status as a RIC for federal income tax purposes and to eliminate excise tax liability. The Company currently intends to make distributions to stockholders on a quarterly basis of substantially all of its net taxable income. The Company also intends to make distributions of net realized capital gains, if any, at least annually. However, the Company may in the future decide to retain such capital gains for investment and designate such retained amount as a deemed distribution. The amount to be paid out as a dividend, if any, is determined by the Company’s Board of Directors each quarter and is based on the annual taxable earnings estimated by the Manager. Based on that estimate, a dividend is declared each quarter and paid shortly thereafter.

Prior to 2005, the Company was treated as a “C” corporation, had no taxable income and therefore did not declare a dividend for that period. The following table summarizes the Company’s dividend history:

Dividend History

Declaration Date	Amount		Record Date	Payment Date
March 18, 2005	$	0.120	March 31, 2005	April 15, 2005
June 17, 2005	$	0.125	June 30, 2005	July 15, 2005
September 19, 2005	$	0.140	September 30, 2005	October 14, 2005
December 15, 2005	$	0.275	December 27, 2005	January 4, 2006
March 10, 2006	$	0.160	March 31, 2006	April 17, 2006
June 14, 2006	$	0.180	June 30, 2006	July 14, 2006
September 14, 2006	$	0.250	September 29, 2006	October 13, 2006
December 7, 2006	$	0.330	December 19, 2006	December 29, 2006
March 19, 2007	$	0.265	March 30, 2007	April 13, 2007
June 13, 2007	$	0.310	June 29, 2007	July 13, 2007
September 12, 2007	$	0.350	September 28, 2007	October 12, 2007
December 12, 2007	$	0.515	December 28, 2007	January 4, 2008
March 19, 2008	$	0.400	March 31, 2008	April 11, 2008
June 9, 2008	$	0.400	June 30, 2008	July 11, 2008

The Company has established an “opt out” dividend reinvestment plan for its common stockholders. As a result, if the Company declares a dividend, then a stockholder’s cash dividend will be automatically reinvested in additional shares of the Company’s common stock unless the stockholder, or his or her broker, specifically “opts out” of the dividend reinvestment plan and elects to receive cash dividends. It is customary practice for many brokers to “opt out” of dividend reinvestment plans on behalf of their clients unless specifically instructed otherwise. As of July 11, 2008, holders of 1,655,552 shares, or approximately 9.4% of outstanding shares, were participants in the Company’s dividend reinvestment plan.

The Company’s dividend reinvestment plan provides for the plan agent to purchase shares in the open market for credit to the accounts of plan participants unless the average of the closing sales prices for the shares for the five days immediately preceding the payment date exceeds 110% of the most recently reported net asset value per share.

The table below summarizes participation in the Company’s dividend reinvestment plan:

Dividend Reinvestment Plan Participation

			Percentage of							Common Stock Dividends
	Participating		Outstanding			Total				Purchased in		Newly Issued Shares
Dividend	Shares		Shares			Distribution		Cash Dividends		Open Market		Amount		Shares
March 2005		-		0.0	%	$	2,088,012	$	2,088,012	$	-	$	-		-
June 2005		1,215,870		7.0	%	$	2,175,013	$	2,023,029	$	151,984	$	-		-
September 2005		1,488,904		8.6	%	$	2,436,014	$	2,227,567	$	208,447	$	-		-
December 2005		1,660,140		9.5	%	$	4,785,028	$	4,328,488	$	456,540	$	-		-
March 2006		1,618,940		9.3	%	$	2,784,016	$	2,524,986	$	259,030	$	-		-
June 2006		1,410,227		8.1	%	$	3,132,018	$	2,878,177	$	253,841	$	-		-
September 2006		1,270,634		7.3	%	$	4,350,025	$	4,032,366	$	317,659	$	-		-
December 2006		1,111,045		6.4	%	$	5,742,033	$	5,375,388	$	-	$	366,645		22,168
March 2007		1,355,671		7.8	%	$	4,616,901	$	4,257,648	$	-	$	359,253		22,692
June 2007		1,363,066		7.8	%	$	5,407,938	$	4,985,387	$	-	$	422,550		24,694
September 2007		1,438,143		8.2	%	$	6,114,379	$	5,611,029	$	-	$	503,350		30,678
December 2007		1,605,164		9.2	%	$	9,012,670	$	8,186,010	$	826,659	$	-		-
March 2008		1,693,284		9.7	%	$	7,000,133	$	6,322,815	$	-	$	677,318		41,482
June 2008		1,655,552		9.4	%	$	8,651,281	$	7,989,060	$	662,221	$	-		-	(1)

(1)	Shares were purchased on July 11, 2008 for the June 2008 dividend. See above and Note 4 for futher detail.

Note 3: Credit Facilities and Borrowings

Under the terms of the Company’s Treasury Secured Revolving Credit Agreement (as amended, the “Treasury Facility”), the lenders party thereto and SunTrust Bank, as administrative agent for the lenders, have extended credit available under the Treasury Facility to an amount not to exceed $175 million by obtaining additional commitments from existing lenders or new lenders. The total amount committed and outstanding under the Treasury Facility as of June 30, 2008 was $126.25 million, which was unchanged compared to the committed and outstanding amounts as of December 31, 2007. Proceeds from the Treasury Facility are used to facilitate the growth of the Company’s investment portfolio and provide flexibility in the sizing of its portfolio investments. The Treasury Facility has a three-year term and bears interest, at the Company’s option, at either (i) LIBOR plus 25 basis points or (ii) the base rate. As of June 30, 2008, the interest rate on the Company’s outstanding borrowings under the Treasury Facility was 2.7325% (LIBOR rate of 2.4825% plus 25 basis points) on $126.25 million. The obligations under the Treasury Facility are collateralized by certain securities and are guaranteed by the Company’s existing and future subsidiaries, other than special purpose subsidiaries and certain other subsidiaries. The Treasury Facility contains affirmative and reporting covenants and certain financial ratio and restrictive covenants, including: (a) maintaining a ratio of net asset value to consolidated total indebtedness (excluding net hedging liabilities) of the Company and its subsidiaries, of not less than 2.25:1.0, (b) maintaining a ratio of net asset value to consolidated total indebtedness (including net hedging liabilities) of the Company and its subsidiaries, of not less than 2.0:1.0, (c) maintaining a ratio of net income (excluding revenue from cash collateral) plus interest, taxes, depreciation and amortization expenses (“EBITDA”) to interest expense (excluding interest on loans under the Treasury Facility) of the Company and its subsidiaries of not less than 3.0:1.0, (d) maintaining a ratio of collateral to the aggregate principal amount of loans under the Treasury Facility of not less than 1.01:1.0, (e) limitations on additional indebtedness, (f) limitations on liens, (g) limitations on mergers and other fundamental changes, (h) limitations on dividends, (i) limitations on disposition of assets other than in the normal course of business, (j) limitations on transactions with affiliates, (k) limitations on agreements that prohibit liens on properties of the Company and its subsidiary guarantors, (l) limitations on sale and leaseback transactions, (m) limitations on speculative hedging transactions, and (n) limitations on the aggregate amount of unfunded commitments.

Under the terms of the Company’s Amended and Restated Revolving Credit Agreement (as amended, the “Investment Facility”), the lenders have agreed to extend revolving credit to the Company in an amount not to exceed $100 million, with the ability to increase the credit available to an amount not to exceed $175 million by obtaining additional commitments from existing lenders or new lenders. The total amount committed was $100 million and $98 million was outstanding under the Investment Facility as of June 30, 2008. By comparison, the total amount committed as of December 31, 2007 was $100 million and $89.75 million was outstanding under the Investment Facility. The Investment Facility has a three-year term and bears interest, at the Company’s option, at either (i) LIBOR plus 125 to 225 basis points, based on the degree of leverage of the Company or (ii) the base rate plus 0 to 75 basis points, based on the degree of leverage of the Company. Proceeds from the Investment Facility will be used to supplement the Company’s equity capital to make portfolio investments. As of June 30, 2008, the interest rates were 5.25% (Prime rate of 5.00% plus 25 basis points) on $57 million, 4.22688% (LIBOR rate of 2.47688% plus 175 basis points) on $36 million and 4.19813% (LIBOR rate of 2.44813% plus 175 basis points) on $5 million.

The obligations under the Investment Facility are collateralized by substantially all of the Company’s assets, except certain assets that collateralize the Treasury Facility and are guaranteed by the Company’s existing and future subsidiaries, other than special purpose subsidiaries and certain other subsidiaries. The Investment Facility contains affirmative and reporting covenants and certain financial ratio and restrictive covenants, including: (a) maintaining a ratio of net asset value to consolidated total indebtedness (excluding net hedging liabilities) of the Company and its subsidiaries, of not less than 2.25:1.0, (b) maintaining a ratio of net asset value to consolidated total indebtedness (including net hedging liabilities) of the Company and its subsidiaries, of not less than 2.0:1.0, (c) maintaining a ratio of EBITDA (excluding revenue from collateral under the Treasury Facility) to interest expense (excluding interest on loans under the Treasury Facility) of the Company and its subsidiaries of not less than 3.0:1.0, (d) limitations on additional indebtedness, (e) limitations on liens, (f) limitations on mergers and other fundamental changes, (g) limitations on dividends, (h) limitations on disposition of assets other than in the normal course of business, (i) limitations on transactions with affiliates, (j) limitations on agreements that prohibit liens on properties of the Company and its subsidiary guarantors, (k) limitations on sale and leaseback transactions, (l) limitations on speculative hedging transactions and (m) limitations on the aggregate amount of unfunded commitments.

From time to time, certain of the lenders may provide customary commercial and investment banking services to the Company.

The Manager has agreed to waive permanently, subsequent to September 30, 2007, that portion of the management fee attributable to U.S. Treasury securities acquired with borrowings under the Company’s credit facilities to the extent the amount of such securities exceeds $100 million.

In addition to the Company’s credit facility, the Company may also fund a portion of its investments with issuances of equity or senior debt securities. The Company may also securitize a portion of its investments in mezzanine or senior secured loans or other assets. The Company expects its primary use of funds to be investments in portfolio companies, cash distributions to holders of its common stock and payment of fees and other operating expenses.

Note 4: Issuance of Common Stock

On August 6, 2004, the Company, in its initial capitalization transaction, sold 100 shares of common stock to NGP Energy Capital Management, L.L.C. (formerly known as Natural Gas Partners, L.L.C.) for $15.00 per share. On November 9, 2004, the Company’s Registration Statement on Form N-2 (Registration No. 333-118279) was declared effective by the SEC in connection with the public offering of 16,000,000 shares of common stock (plus up to 2,400,000 additional shares of common stock upon the exercise of the underwriters’ over-allotment option), which commenced on November 10, 2004. The number of securities covered by the registration statement, including the shares of common stock subject to the underwriters’ over-allotment option, was 18,400,000, of which 17,400,000 were sold to the public at a price of $15.00 per share.

The net proceeds from this offering, after deducting expenses of approximately $2,308,000 and underwriting discounts and commissions of $0.825 per share, were approximately $244,337,000.

On February 6, 2008, the Company’s Registration Statement on Form N-2 (Registration No. 333-146715) was declared effective by the SEC in connection with the public offering of an additional 3,700,000 shares of common stock (plus up to 555,000 additional shares of common stock upon the exercise of the underwriters’ over-allotment option), which commenced on April 10, 2008. The number of securities covered by this registration statement, including the shares of common stock subject to the underwriters’ over-allotment option, was 4,255,000, of which 4,086,388 were sold to the public at a price of $16.00 per share.

The net proceeds from this offering, after deducting expenses of approximately $739,000 and underwriting discounts and commissions of $0.80 per share, were approximately $61,370,000.

The Company has established a dividend reinvestment plan for the Company’s common stockholders, which provides for reinvestment of distributions paid by the Company, on behalf of each plan participant, by the Company’s transfer agent, in accordance with the plan terms. The purpose of the plan is to provide stockholders of record of the Company’s common stock, par value $.001 per share, with a method of investing cash dividends and distributions in additional shares at the current market price without charges for record-keeping, custodial, and reporting services. However, the plan is an “opt-out” plan. This means, if the Company declares a cash dividend, a stockholder’s cash dividend will be automatically reinvested in additional shares of its common stock unless the stockholder specifically “opts out” of the dividend reinvestment plan in writing, and elects to receive cash dividends. Any stockholder of record may elect to partially participate in the plan, or begin or resume participation at any time, by providing the plan agent with written notice. It is customary practice for many brokers to “opt out” of dividend reinvestment plans on behalf of their clients unless specifically instructed otherwise.

The Company issued 22,168 and 78,064 shares of common stock, respectively, in 2006 and 2007 to participants in the dividend reinvestment plan. As of June 30, 2008, holders of 1,655,552 shares, or approximately 9.4% of outstanding shares, were participants in the Company’s dividend reinvestment plan. As a result, of the $8,651,281 total amount distributed for the 2008 second quarter dividend, $662,221 was used by the dividend reinvestment plan agent to acquire shares in the open market for credit to the accounts of the plan participants. See Dividends in Note 2.

Note 5: Investment Management

Investment Advisory Agreement

The Company has entered into an investment advisory agreement with the Manager under which the Manager, subject to the overall supervision of the Company’s Board of Directors, manages the day-to-day operations of, and provides investment advisory services to, the Company.

For providing these services, the Manager receives a fee from the Company, consisting of two components — a base management fee and an incentive fee.

Under the investment advisory agreement, the base management fee is calculated quarterly as 0.45% of the average of total assets of the Company as of the end of the two previous quarters, and is payable quarterly in arrears. The Manager has agreed to waive permanently, subsequent to September 30, 2007, that portion of the management fee attributable to U.S. Treasury securities acquired with borrowings under the Company’s credit facilities to the extent the amount of such securities exceeds $100 million. All of the $1,838,009 management and incentive fees payable to the Manager as of June 30, 2008 is attributable to the base management fee for the quarter ended June 30, 2008. The base management fee for the quarter ended June 30, 2007 was $1,585,494.

The incentive fee under the investment advisory agreement consists of two parts. The first part, which is calculated and payable quarterly in arrears, equals 20% of the excess, if any, of the Company’s net investment income for the quarter that exceeds a quarterly hurdle rate equal to 2% (8% annualized) of the Company’s net assets.

For this purpose, net investment income means interest income, dividend income, and any other income (including any other fees, such as commitment, origination, syndication, structuring, diligence, managerial assistance, monitoring, and consulting fees or other fees that the Company receives from portfolio companies) accrued during the fiscal quarter, minus the Company’s operating expenses for the quarter (including the base management fee, expenses payable under the administration agreement, any interest expense and dividends paid on issued and outstanding preferred stock, if any, but excluding the incentive fee). Accordingly, the Company may pay an incentive fee based partly on accrued interest, the collection of which is uncertain or deferred. Net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Net investment income does not include any realized capital gains, realized capital losses, or unrealized capital appreciation or depreciation.

The incentive fees due in any fiscal quarter will be calculated as follows:

No incentive fee in any fiscal quarter in which the Company’s net investment income does not exceed the hurdle rate.

20% of the amount of the Company’s net investment income, if any, that exceeds the hurdle rate in any fiscal quarter.

No investment income incentive fees were earned for the second quarter of 2008. The investment income incentive fees earned for the second quarter of 2007 were $88,060.

The second part of the incentive fee (the “Capital Gains Fee”) is determined and payable in arrears as of the end of each fiscal year (or upon termination of the investment advisory agreement, as of the termination date), and equals (1) 20% of (a) the Company’s net realized capital gain (realized capital gains less realized capital losses) on a cumulative basis from the closing date of the Company’s initial public offering to the end of such fiscal year, less (b) any unrealized capital depreciation at the end of such fiscal year, less (2) the aggregate amount of all Capital Gains Fees paid to the Manager in prior fiscal years. There were no Capital Gains Fees earned for the second quarter of 2008. An accrual of $966,298 was made for estimated Capital Gains Fees for the second quarter of 2007.

Realized capital gains on a security are calculated as the excess of the net amount realized from the sale or other disposition of such security over the amortized cost for the security. Realized capital losses on a security are calculated as the amount by which the net amount realized from the sale or other disposition of such security is less than the amortized cost of such security. Unrealized capital depreciation on a security is calculated as the amount by which the original cost of such security exceeds the fair value of such security at the end of a fiscal year. All period-end valuations are determined by the Company in accordance with GAAP and the 1940 Act.

The Manager has agreed that, to the extent permissible under federal securities laws and regulations, including Regulation M, it will utilize 30% of the fees it receives from the capital gains portion of the incentive fee (up to a maximum of $5 million of fees received in the aggregate) to purchase shares of the Company’s common stock in open market purchases through an independent trustee or agent. Pursuant to this voluntary agreement, with respect to the capital gains incentive fees earned for 2007, the Manager will devote approximately $105,000 to the purchase of the Company’s stock. Any sales of such stock will comply with any applicable six-month holding period under Section 16(b) of the Securities Act of 1933, as amended, and all other restrictions contained in any law or regulation, to the fullest extent applicable to any such sale. Any change in this voluntary agreement will not be implemented without at least 90 days’ prior notice to stockholders and compliance with all applicable laws and regulations.

The investment advisory agreement was originally approved by the Company’s Board of Directors on November 9, 2004. The investment advisory agreement provides that unless terminated earlier as described below, the agreement shall remain in effect from year-to-year after November 9, 2006, provided continuation is approved at least annually by the Company’s Board of Directors or by the affirmative vote of the holders of a majority of the Company’s outstanding voting securities, including, in either case, approval by a majority of the members of the Company’s Board of Directors who are not interested persons. On November 1, 2007, the Company’s Board of Directors, including all of the independent directors, approved an extension of the investment advisory agreement through November 9, 2008.

The agreement may be terminated at any time, without the payment of any penalty, by a vote of the Company’s Board of Directors or the holders of a majority of the Company’s shares on 60 days’ written notice to the Manager, and would automatically terminate in the event of its “assignment” (as defined in the 1940 Act). The agreement may be terminated by either party without penalty upon not more than 60 days’ written notice to the other.

The investment advisory agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its duties and obligations, the Manager and its officers, manager, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Manager’s services under the investment advisory agreement or otherwise as the Company’s Manager.

Pursuant to the investment advisory agreement, the compensation and routine overhead expenses of the investment professionals of the Company’s management team and their respective staffs, when and to the extent engaged in providing management and investment advisory services to the Company, will be paid for by the Manager. The Company will bear all other costs and expenses of its operations and transactions.

The Manager, NGP Investment Advisor, LP, was formed in 2004 and maintains an office at 1221 McKinney Street, Suite 2975, Houston, Texas 77010. The Manager’s sole activity is to perform management and investment advisory services for the Company. The Manager is a registered investment adviser under the Investment Advisers Act of 1940.

The foregoing description of the investment advisory agreement is qualified in its entirety by reference to the full text of the document, a copy of which was filed as Exhibit 10.1 to the Company’s Form 10-K for the year ended December 31, 2004, and is incorporated herein by reference.

Administration Agreement

The Company has entered into an administration agreement with the Administrator, under which the Administrator furnishes the Company with office facilities, equipment and clerical, bookkeeping and record keeping services at such facilities. Under the administration agreement, the Administrator also performs, or oversees the performance by third parties of, the Company’s required administrative services, which include being responsible for the financial records that the Company is required to maintain and preparing reports to the Company’s stockholders and reports filed with the SEC. In addition, the Administrator assists in determining and publishing the Company’s net asset value, oversees the preparation and filing of the Company’s tax returns and the printing and dissemination of reports to the Company’s stockholders and generally oversees the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. To the extent permitted under the 1940 Act, the Administrator may also provide on the Company’s behalf, significant managerial assistance to the Company’s portfolio companies. Payments under the agreement are equal to amounts based upon the allocable portion of the Administrator’s costs and expenses incurred in connection with administering the Company’s business. The Administrator bills the Company for charges under the administration agreement monthly in arrears. The agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party and will automatically terminate in the event of its “assignment” (as defined in the 1940 Act).

Of the $595,572 in accounts payable as of June 30, 2008, $206,121 was due to the Administrator for expenses incurred on the Company’s behalf for the month of June 2008. By comparison, $208,789 was due to the Administrator for expenses incurred on the Company’s behalf for the month of June 2007.

The administration agreement was originally approved by the Company’s Board of Directors on November 9, 2004. The administration agreement provides that unless terminated earlier the agreement will continue in effect until November 9, 2006, and from year-to-year thereafter provided such continuance is approved at least annually by (i) the Company’s Board of Directors and (ii) a majority of the members of the Company’s Board of Directors who are not parties to the administration agreement or “interested persons” of any such party. On November 1, 2007, the Company’s Board of Directors, including all of the independent directors, approved the continuation of the administration agreement through November 9, 2008.

The foregoing description of the administration agreement is qualified in its entirety by reference to the full text of the document, a copy of which was filed as Exhibit 10.2 to the Company’s Form 10-K for the year ended December 31, 2004, and is incorporated herein by reference.

Note 6: Federal Income Taxes

The Company operates so as to be treated for tax purposes as a RIC under Subchapter M of Chapter 1 of the Code. As a RIC, the Company generally will not be subject to federal income tax on the portion of its investment company taxable income and net capital gain (i.e., realized net long term capital gains in excess of realized net short term capital losses) distributed to stockholders. To qualify as a RIC, the Company is required, among other things, to distribute to its stockholders at least 90% of investment company taxable income, as defined by the Code, and to meet certain asset diversification requirements. At December 31, 2004, the Company’s temporary investments included commercial paper of certain issuers that exceeded 5% of the value of its total assets. These investments were classified as cash equivalents for financial statement purposes. The Company was advised, however, that for purposes of the federal income tax rules governing RIC status, these commercial paper investments could not be classified as cash items, in which case the Company did not meet the RIC asset diversification requirements at December 31, 2004 and was instead treated as a “C” corporation for tax purposes for 2004.

For the years ended December 31, 2005, 2006 and 2007, the Company met all RIC requirements. The Company distributed substantially all of its investment company taxable income for 2005, 2006 and 2007. Thus, the Company did not incur any federal income tax liability for any of these periods.

Differences between the effective income tax rate and the statutory federal tax rate for the periods ended June 30, 2008 and June 30, 2007 were as follows:

	For the Six Months Ended
	June 30, 2008			June 30, 2007
	(Unaudited)			(Unaudited)

Statutory federal rate on loss from continuing operations		34	%		34	%
Effect of net deferred tax assets		(34	)%		(34	)%

Effective tax rate on earnings from continuing operations		0	%		0	%

The tax effects of temporary differences that give rise to the deferred tax assets and liabilities are as follows:

	For the Six Months Ended
	June 30, 2008			June 30, 2007
	(Unaudited)			(Unaudited)

Deferred tax assets
Net operating loss carryforwards	$	33,866		$	156,674
Net organization costs		51,921			99,848
Total gross deferred tax assets		85,787			256,522
Less valuation allowance		(85,787	)		(256,522	)
Net deferred tax assets		-			-

Deferred tax liabilities
Unrealized gains, net		-			-
Prepaid expenses		-			-
Total gross deferred tax liabilities		-			-

Net deferred tax assets	$	-		$	-

When a “C” corporation qualifies to be taxed as a RIC, it is subject to corporate-level tax on appreciation inherent in its assets on the date it becomes a RIC (i.e., built-in gain) that it recognizes within the first 10 years of its RIC status. A RIC generally may use loss carry forwards arising in taxable years while it was a “C” corporation to reduce its net recognized built-in gain, although a RIC is not otherwise allowed to utilize such loss carry forwards. Because the Company intends to qualify as a RIC under Subchapter M of the Code for 2005 and later years, it is uncertain whether the Company will fully utilize the tax benefit of its loss carryforward of approximately $142,000 at December 31, 2004. The valuation allowance for deferred tax assets for the period August 6, 2004 (commencement of operations) through December 31, 2004 was primarily included to reflect this uncertainty. After reducing the deferred tax asset by this allowance, the amount of the remaining deferred tax asset of $266,013 would entirely offset the deferred tax liability of $266,013 estimated as of December 31, 2004 should the Company recognize its built-in gain in future years. Because the loss carryforward is expected to offset the built-in gain, no provision for federal income taxes has been recorded for the period August 6, 2004 (commencement of operations) through December 31, 2004. The loss carryforward will expire in the year 2024.

The Company’s consolidated subsidiaries, NGPC Asset Holdings, LP, NGPC Asset Holdings II, LP, NGPC Asset Holdings III, LP, NGPC Asset Holdings IV, LP and NGPC Asset Holdings V, LP, collectively (“NGPCAH”), are or were subject to federal income taxes. For the year ended December 31, 2005 (its first year of operations), NGPCAH operated at a loss and thus, at December 31, 2005, NGPCAH had a deferred tax asset of approximately $15,000, composed of net operating loss carry forwards. For the year ended December 31, 2006, NGPCAH operated at a small profit, resulting in a reduction of the deferred tax asset composed of net operating loss carry forwards of approximately $1,000. For the year ended December 31, 2007, NGPCAH had net operating income of approximately $315,000 resulting in a reduction of the deferred tax asset composed of net operating loss carry forwards of approximately $122,808. Realization of the net deferred tax asset is not likely based on current levels of estimated taxable income and, accordingly, NGPCAH recorded valuation allowances of approximately $15,000, $14,000 and $109,000 at December 31, 2005, 2006, and 2007, respectively. For the period ended June 30, 2008, NGPCAH operated at a modest loss and, accordingly, NGPCAH recorded no provision for income taxes for the period ended June 30, 2008.

Note 7: Reclassifications

GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on total net assets or net asset value per share. For the years ended December 31, 2007, 2006 and 2005, $64,170, $15,710 and $586,225, respectively, were reclassified to undistributed net investment income (loss) from paid-in capital in excess of par. These reclassifications were primarily due to non-deductible meal expenses, non-deductible excise taxes and income and expenses from a wholly-owned subsidiary.

Note 8: Commitments and Contingencies

As of June 30, 2008, the Company had investments in or commitments to fund loan facilities to 18 portfolio companies totaling $358 million, on which $334 million was drawn. In addition, the Company has continuing obligations under the investment advisory agreement with the Manager and the administration agreement with the Administrator. The agreements provide that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, the Manager, the Administrator and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with them will be entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Manager’s or Administrator’s services under the agreements or otherwise as the Company’s investment adviser or administrator. The agreements also provide that the Manager, the Administrator and their affiliates will not be liable to the Company or any stockholder for any error of judgment, mistake of law, any loss or damage with respect to any of the Company’s investments or any action taken or omitted to be taken by the Manager or the Administrator in connection with the performance of any of their duties or obligations under the agreements or otherwise as investment adviser or administrator to the Company, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. In the normal course of business, the Company enters into a variety of undertakings containing a variety of representations that may expose the Company to some risk of loss. The amount of future loss, if any, arising from such undertakings, while not quantifiable, is not expected to be significant.

Note 9: Fair Value

In September 2006, FASB issued Statement 157, which establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. Statement 157 applies to fair value measurements already required or permitted by existing standards. Statement 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The changes to current generally accepted accounting principles from the application of this Statement relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements.

As of January 1, 2008, the Company adopted Statement 157. The Company has performed an analysis of all existing investments and derivative instruments to determine the significance and character of all inputs to their fair value determination. Based on this assessment, the adoption of this standard did not have a material effect on the Company’s net asset value. However, the adoption of the standard does require the Company to provide additional disclosures about the inputs used to develop the measurements and the effect of certain measurements on changes in net assets for the reportable periods as contained in the Company’s periodic filings.

Statement 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into the following three broad categories:

Level 1 — Quoted unadjusted prices for identical instruments in active markets to which the Company has access at the date of measurement.

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

Level 3 — Model derived valuations in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are those inputs that reflect the Company’s own assumptions that market participants would use to price the asset or liability based on the best available information.

The following table sets forth by level within the fair value hierarchy the Company's financial assets that were accounted for at fair value on a recurring basis as of June 30, 2008. As required by Statement 157, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. The fair value of the crude oil and natural gas options are estimated using a combined income and market based valuation methodology based upon forward commodity price and volatility curves. The curves are obtained from independent pricing services reflecting broker market quotes.

The following table presents the Company’s assets measured at fair value on a recurring basis at June 30, 2008:

					Prices with
			Quoted Prices		Observable
			in Active		Market		Unobservable
			Markets		Inputs		Inputs
Assets at Fair Value	Total		(Level 1)		(Level 2)		(Level 3)

Long term investments	$	346,896,083	$	-	$	-	$	346,896,083
Short term investments		177,958,876		177,958,876		-		-
Crude oil put options		1,103,659		-		-		1,103,659
Natural gas put options		228,195		-		-		228,195
Total assets at fair value	$	526,186,813	$	177,958,876	$	-	$	348,227,937

The Company did not have any liabilities that were measured at fair value on a recurring basis at June 30, 2008.

The following table presents the Company’s assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) at December 31, 2007 and at June 30, 2008.

	Long Term
Assets at Fair Value Using Unobservable Inputs (Level 3)	Investments

Balance as of December 31, 2007	$	272,348,573
Transfers in (out) of Level 3		20,835,500
Net investment income (loss)		589,096
Net realized gains (losses)		-
Net unrealized gains (losses)		(134,823	)
Purchases, sales and redemptions		54,589,591
Balance as of June 30, 2008	$	348,227,937

The $134,823 of net unrealized losses presented in the table above relates to investments that are still held at June 30, 2008, and the Company presents these unrealized losses on the Consolidated Statement of Operations as net increase (decrease) in unrealized appreciation (depreciation) on portfolio securities, corporate notes and commodity derivative instruments.

Note 10: Commodity Derivative Instruments

The Company acquired a limited term royalty interest from ATP Oil & Gas Corporation and will receive royalty payments from this investment that are based on crude oil and natural gas production and prices. As a result, the Company is exposed to fluctuations in crude oil and natural gas prices. As of June 4, 2008, the Company has entered into option contracts to manage the price risk associated with these royalty payments. The Company accounts for derivative instruments and hedging activities in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. The Company has decided not to designate these instruments as hedging instruments for financial accounting purposes, and as a result, we recognize the change in the instruments’ fair value currently on the Consolidated Statement of Operations as net increase (decrease) in unrealized appreciation (depreciation) on portfolio securities, corporate notes and commodity derivative instruments.

Investments in derivative instruments represent future commitments or options to purchase or sell other financial instruments or commodities at specific prices at specified future dates, which expose the Company to market risk if the market value of the contract is higher or lower than the contract price at the maturity date. Additionally, these derivative instruments expose the Company to credit risk arising from the potential inability of counterparties to perform under the terms of the contracts.

The components of gains (losses) on commodity derivative instruments are as follows:

	For the Six Months Ended
	June 30, 2008			June 30, 2007

Unrealized gains (losses) on commodity derivatives	$	(214,846	)	$	-
Realized gains (losses) on commodity derivatives		-			-
Total gains (losses) on commodity derivative instruments	$	(214,846	)	$	-

Below is a summary of the Company’s commodity derivative instruments as of June 30, 2008.

			Weighted
			Average Strike
	Volumes		Price per		Fair Value at
	Bbls/MMBtu		Bbl/MMBtu		June 30, 2008

Oil:
Put options:
Remainder of 2008		126,000	$	101.00	$	549,610
2009		137,500	$	98.00		527,380
2010		7,000	$	85.00		26,669
Total oil		270,500			$	1,103,659

Natural gas:
Put options:
Remainder of 2008		373,000	$	10.00	$	189,356
2009		242,000	$	10.00		38,839
Total natural gas		615,000			$	228,195

Total oil & natural gas put options					$	1,331,854

Note 12: Recent Accounting Pronouncements

In March 2008, FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, (“SFAS No. 161”). SFAS No. 161 requires enhanced disclosure about the fair value of derivative instruments and their gains or losses in tabular format and information about credit risk related contingent features in derivative agreements, counterparty credit risk, and the company’s strategies and objectives for using derivative instruments. SFAS No. 161 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and as such, will be adopted by the Company on January 1, 2009. The Company is currently evaluating the effect of adopting SFAS No. 161 on its financial statements.

In September 2006, FASB issued Statement 157, Fair Value Measurements, which establishes a framework for measuring fair value and requires additional disclosures about fair value measurements. Beginning January 1, 2008, the Company partially applied Statement 157 as allowed by FASB Staff Position (FSP) 157-2, which delayed the effective date of Statement 157 for nonrecurring fair value measurements associated with the Company’s nonfinancial assets and liabilities. As of January 1, 2008, the Company has applied the provisions of Statement 157 to its recurring fair value measurements and the impact was not material. See Note 9 for disclosure of fair value measurements for the Company’s financial instruments. Under FSP 157-2, the Company will be required to apply Statement 157 to its nonrecurring fair value measurements associated with its nonfinancial assets and liabilities beginning January 1, 2009. The Company is currently reviewing the applicability of Statement 157 to our nonrecurring fair value measurements associated with its nonfinancial assets and liabilities as well as the potential impact on the Company’s consolidated financial statements.

Note 13: Subsequent Events

As previously announced, in connection with Resaca Exploitation, Inc.’s (“Resaca”) $105.5 million initial public offering of shares of common stock on the Alternative Investment Market of the London Stock Exchange, the Company converted its Senior Subordinated Secured Convertible Term Loan into shares of common stock of Resaca and sold 1.554 million of those shares in the offering for gross proceeds of $4 million. The Company continues to hold 6.8 million shares of Resaca common stock or approximately 6.9% of Resaca’s fully diluted common shares having a gross value of $17.0 million based on the closing price of Resaca’s common shares on August 4, 2008.

Immediately following its initial public offering, Resaca repaid its Senior Secured Tranche B Term Loan in full and repurchased overriding royalty interests held by the Company. The Company has become Resaca’s sole lender, providing it with a $60 million Senior Secured Multiple-Advance Term Loan. At present, approximately $22 million is outstanding under this facility.

The sale of the overriding royalty interest resulted in realized long term capital gains of approximately $2.7 million and the sale of the common stock resulted in short term capital gains of approximately $3.3 million, which will be recognized in the third quarter of 2008. Such gains may result in incentive fees payable to the Manager according to the terms of the investment advisory agreement.

On July 21, 2008, the Company exchanged its $13.4 million Senior Secured Note and warrants for preferred membership interests in DeanLake Operator, LLC (“DeanLake”). In addition, the Company has agreed to make available an additional $3.6 million to DeanLake to be used for capital expenditures on DeanLake’s properties.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes thereto contained elsewhere in this report.

Forward-Looking Statements

The safe harbor for forward-looking statements under the Private Securities Litigation Reform Act of 1995 does not apply to business development companies and statements made in this report. Nonetheless, certain statements in this report that relate to estimates or expectations of our future performance or financial condition may be forward-looking. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections in our industry, our beliefs and our assumptions. These statements are not guarantees of future performance and are subject to various risks and uncertainties, which could cause actual results and conditions to differ materially from those projected, including, but not limited to,

uncertainties associated with the timing of transaction closings;

changes in the prospects of our portfolio companies;

changes in interest rates;

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

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

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

the adequacy of our cash resources and working capital;

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

the ability of our external manager, NGP Investment Advisor, LP, which we refer to as our Manager, to locate suitable investments for us and to monitor and administer the investments; and

other factors enumerated in our filings with the Securities and Exchange Commission, or the SEC.

We may use words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “will,” “should,” “may” and similar expressions to identify forward-looking statements. Such statements are based on currently available operating, financial and competitive information and are subject to various risks and uncertainties that could cause actual results to differ materially from our historical experience and present expectations. 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. Undue reliance should not be placed on such forward-looking statements, as such statements speak only as of the date on which they are made. Additional information regarding these and other risks and uncertainties is contained in our periodic filings with the SEC.

Overview

We are a financial services company created to invest primarily in debt securities of small and mid-size private energy companies, which until July 21, 2008, we generally defined as companies that have net asset values or annual revenues of less than $500 million and are not issuers of publicly traded securities. On July 21, 2008, the Securities and Exchange Commission expanded the definition of eligible portfolio companies to include domestic operating companies with securities listed on a national securities exchange so long as the company has a market capitalization of less than $250 million. We have elected to be regulated as a business development company, or a BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act, and, as such, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” which are securities of private or thinly traded public U.S. companies, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. In addition, for federal income tax purposes we operate so as to be treated as a regulated investment company, or RIC, under the Internal Revenue Code of 1986, as amended, or the Code. Pursuant to these elections, we generally will not have to pay corporate-level taxes on any income and capital gains we distribute to our stockholders.

Our investment objective is to generate both current income and capital appreciation primarily through debt and equity investments with certain equity components. A key focus area for our targeted investments in the energy industry is domestic exploration and production businesses and midstream businesses that gather, process and transport oil and natural gas. We also evaluate investment opportunities in such businesses as coal, power, electricity, energy services and alternative energy. Our investments will generally range in size from $10 million to $50 million; however, we may invest more or less depending on market conditions and our Manager’s view of a particular investment opportunity. Our targeted investments primarily consist of debt instruments, including senior and subordinated loans combined in one facility, sometimes with an equity component, and subordinated loans with equity components. We may also invest in preferred stock and other equity securities on a stand-alone basis.

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to energy companies, the level of acquisition and divestiture activity for such companies, the level and volatility of energy commodity prices, the general economic environment and the competitive environment for the types of investments we make. We believe that, for energy companies, the availability of debt capital from banks, mezzanine providers and alternative investment vehicles such as hedge funds has remained strong over the last 12 months and has continued to put downward pressure on spreads. However, we do not expect this availability of capital to impair our ability to make attractive long-term investment decisions with our capital. We remain committed to our underwriting and investment disciplines in selectively investing in appropriate risk-reward opportunities within the energy sector.

We generate revenue in the form of interest income on the debt securities that we own, dividend income on any common or preferred stock that we own and capital gains or losses on any debt or equity securities that we acquire in portfolio companies and subsequently sell. Our investments, if in the form of debt securities, typically have a term of three to seven years and bear interest at a fixed or floating rate. To the extent achievable, we seek to collateralize our investments by obtaining security interests in our portfolio companies' assets. We also may acquire minority or majority equity interests in our portfolio companies, which may pay cash or in-kind dividends on a recurring or otherwise negotiated basis. In addition, we may generate revenue in other forms including commitment, origination, structuring, administration or due diligence fees; fees for providing managerial assistance; and possibly consultation fees. Any such fees generated in connection with our investments are recognized as earned.

Portfolio and Investment Activity

During the quarter ended June 30, 2008, we added three new companies to our portfolio. On April 30, 2008, we closed a $30 million Senior Secured Credit Facility (the “Facility”) with Greenleaf Investments, LLC, a private company based in Victoria, Texas (“Greenleaf”). We acted as agent and sole lender for the Facility. Initial availability under the Facility is $12.5 million with approximately $10.5 million funded at closing. The Facility is secured by first liens on substantially all of Greenleaf’s assets. As partial consideration for providing the Facility, we received an overriding royalty interest in Greenleaf’s properties. Proceeds from the Facility will be used by Greenleaf to acquire certain properties in Victoria County, Texas, to develop additional oil and gas properties and to fund capital expenditures. Greenleaf is an oil and gas producer with interests in production located along the Texas Gulf Coast.

Also on April 30, 2008, we made a follow-on investment in Tammany Oil & Gas, LLC, an existing portfolio company. Availability under this facility was increased from $30.0 million to $34.0 million. We funded an additional $6.2 million, which was used to acquire certain producing properties in the federal waters of the Gulf of Mexico. Following the investment and as of June 30, 2008, there was approximately $29.5 million outstanding under this facility.

In June 2008, we acquired a limited term royalty interest from ATP Oil & Gas Corporation in certain oil and gas producing properties in offshore Gulf of Mexico for approximately $32.8 million. The royalty interest will continue until we have received 292 MBbl of crude oil and 648,000 MMBtu of natural gas. In conjunction with this investment, we purchased a series of oil and gas put options from BP Corporation North America Inc. to hedge against downside price movements while preserving upside potential.

Following these transactions, as of June 30, 2008, our investment portfolio consisted of 18 portfolio companies invested as follows: 34.9% in senior secured term loans, 5.9% in senior subordinated secured notes, 0.3% in participating convertible preferred stock, 1.6% in corporate notes, 5.5% in member and partnership units, 10.3% in net profits interests, 6.1% in limited term royalty interests, and 0.2% in other investments. The balance of our investment portfolio (as a percentage of the whole portfolio) was comprised 33.1% of U.S. Treasury Bills and 2.1% of cash and cash equivalents.

At June 30, 2008, the weighted average yield on targeted portfolio investments, exclusive of capital gains, was 8.94%. The weighted average yield of our corporate notes was 5.82%. The weighted average yield of our U.S. Treasury Bills and cash equivalents was 1.01%. The weighted average yield on our total capital invested at June 30, 2008 was 6.04%. The yield on targeted portfolio investments and the yield on our total capital invested did not include income amounts on our $32.8 million limited term royalty interest. This investment was acquired during the month of June and no income was received from it during the quarter ended June 30, 2008. Additionally, these yields do not include income from our four investments on non-accrual status. See additional discussion in Portfolio Credit Quality below.

By comparison, at June 30, 2007, the weighted average yield on targeted portfolio investments, exclusive of capital gains, was 12.2%. The weighted average yield of our corporate notes was 5.5%. The weighted average yield of our U.S. Treasury Bills and cash equivalents was 4.8%. The weighted average yield on our total capital invested at June 30, 2007 was 9.4%.

Yields are computed using interest rates as of the balance sheet date and include amortization of loan discount points, original issue discount and market premium or discount, royalty interest income, net profits income and other similar investment income, weighted by their respective costs when averaged.

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 income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following as critical accounting policies.

Basis of Presentation

The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States, and include the accounts of the company and its wholly owned subsidiaries. The consolidated financial statements reflect all adjustments and reclassifications which, in the opinion of management, are necessary for the fair presentation of the results of the operations and financial condition for the periods presented. All significant intercompany balances and transactions have been eliminated.

Cash and Cash Equivalents

Cash and cash equivalents include short-term, liquid investments in a money market fund. Cash and cash equivalents are carried at cost which approximates fair value.

Prepaid Assets

Prepaid assets may consist of premiums paid for directors’ and officers’ insurance and fidelity bonds with policy terms of one year, fees associated with the establishment of the credit facility, and registration expenses related to our shelf filing. Such premiums and fees are amortized monthly on a straight line basis over the term of the policy or credit facility. Registration expenses, if any, are deferred and will be charged as a reduction of capital upon the sale of shares.

Concentration of Credit Risk

We place our cash and cash equivalents with financial institutions and, at times, cash held in checking accounts may exceed the Federal Deposit Insurance Corporation insured limit.

Valuation of Investments

Investments are carried at fair value, as determined in good faith by our Board of Directors. On a quarterly basis, the investment team of our Manager prepares valuations for all of the assets in our portfolio and presents the valuations to our valuation committee and Board of Directors. The valuations are determined and recommended by the valuation committee to our Board of Directors, which reviews and ratifies the final portfolio valuations.

Investments in securities for which market quotations are readily available are recorded in the financial statements at such market quotations as of the valuation date adjusted for appropriate liquidity discounts, if applicable. For investments in securities for which market quotations are unavailable, or which have various degrees of trading restrictions, the investment team of our Manager prepares valuation analyses, as generally described below.

Using the most recently available financial statements, forecasts and, when applicable, comparable transaction data, the investment team of our Manager prepares valuation analyses for the various securities in our investment portfolio. These valuation analyses are prepared using traditional valuation methodologies, which rely on estimates of the asset values and enterprise values of portfolio companies issuing securities.

The methodologies for determining asset valuations include estimates based on: the liquidation or sale value of a portfolio company’s assets, the discounted value of expected future net cash flows from the assets and third party valuations of a portfolio company’s assets, such as engineering reserve reports of oil and natural gas properties. Our Manager considers some or all of the above valuation methods to determine the estimated asset value of a portfolio company.

The methodologies for determining enterprise valuations include estimates based on: valuations of comparable public companies, recent sales of comparable companies, the value of recent investments in the equity securities of a portfolio company and also on the methodologies used for asset valuations. The investment team of our Manager considers some or all of the above valuation methods to determine the estimated enterprise value of a portfolio company.

Debt Securities: We record our investments in non-convertible debt securities at fair value which generally approximates cost plus amortized original issue discount, or OID, to the extent that the estimated asset or enterprise value of the portfolio company exceeds the outstanding debt of the portfolio company. We record our investment in convertible debt securities at fair value which generally approximates the higher of: 1) cost plus amortized OID, to the extent that the estimated asset or enterprise value of the portfolio company equals or exceeds the outstanding debt of the portfolio company; and 2) our pro rata share, upon conversion, of the residual equity value of the portfolio company available after deducting all outstanding debt from its estimated enterprise value. If the estimated asset or enterprise value is less than the sum of the value of our debt investment and all other debt securities of the portfolio company pari passu or senior to our debt investment, we reduce the value of our debt investment beginning with our junior-most debt investment such that the asset or enterprise value less the value of the outstanding pari passu or senior debt is zero. Investments in debt securities for which market quotations are readily available are recorded in the financial statements at such market quotations as of the valuation date adjusted for appropriate liquidity discounts, if applicable.

Equity Securities: We record our investments in preferred and common equity securities (including warrants or options to acquire equity securities) at fair value based on our pro rata share of the residual equity value available after deducting all outstanding debt from the estimated enterprise value.

Property-Based Equity Participation Rights: We record our investments in overriding royalty and net profits interests at fair value based on a multiple of cash flows generated by such investments, multiples from transactions involving the sale of comparable assets and/or the discounted value of expected future net cash flows from such investments. Appropriate cash flow multiples are derived from the review of comparable transactions involving similar assets. The discounted value of future net cash flows is derived, when appropriate, from third party valuations of a portfolio company’s assets, such as engineering reserve reports of oil and gas properties.

In September 2006, the FASB issued Statement 157 which establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. Statement 157 applies to fair value measurements already required or permitted by existing standards. Statement 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The changes to current generally accepted accounting principles from the application of Statement 157 relate to the definition of fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements.

As of January 1, 2008, we adopted Statement 157. We performed an analysis of all existing investments to determine the significance and character of all inputs to their fair value determination. Based on this assessment, the adoption of this standard did not have a material effect on our net asset value.

Valuation of Commodity Derivative Instruments

Current accounting rules require that all derivative instruments, other than those that meet specific exclusions, be recorded at fair value. Quoted market prices are the best evidence of fair value. If quotations are not available, management’s best estimate of fair value is based on the quoted market price of derivatives with similar characteristics or on valuation techniques. Our derivative instruments are either exchange traded or transacted in an over-the-counter market. Valuation is determined by reference to readily available public data. Option fair values for the natural gas transactions are based on the Black-Scholes pricing model and the crude oil transactions are based on the Turnbull-Wakeman pricing model and verified against the applicable counterparty’s fair values.

Securities Transactions, Interest and Dividend Income Recognition

Payment-in-Kind Interest

We may have investments in our portfolio that contain payment-in-kind, or PIK, provisions. PIK interest or dividends, computed at the contractual rate specified in each investment agreement, are added to the principal balance of the investment and recorded as interest or dividend income. For investments with PIK interest or dividends, we base income accruals on the principal balance including any PIK. If the portfolio company’s asset valuation is not sufficient to cover the contractual interest, we will not accrue interest or dividend income on the investment. To maintain our RIC status, this non-cash source of income must be paid out to stockholders in the form of dividends, even though we have not yet collected the cash.

Fee Income Recognition

Fees primarily include financial advisory, transaction structuring, loan administration, commitment and prepayment fees. Financial advisory fees represent amounts received for providing advice and analysis to companies and are recognized as earned when such services are performed provided collection is probable. Transaction structuring fees represent amounts received for structuring, financing, and executing transactions and are generally payable only if the transaction closes. Such fees are deferred and accreted into interest income over the life of the loan using the effective interest method. Commitment fees represent amounts received for committed funding and are generally payable whether or not the transaction closes. On transactions that close within the commitment period, commitment fees are deferred and accreted into interest income over the life of the loan using the effective interest method. Commitment fees on transactions that do not close are generally recognized over the time period the commitment is outstanding. Prepayment and loan administration fees are recognized as they are received.

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation

Realized capital gains or losses on portfolio securities, corporate notes and commodity derivative instruments are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, considering unamortized fees and prepayment premiums and without regard to unrealized appreciation or depreciation previously recognized, and include investments charged off during the year, net of recoveries. Net unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation, when capital gains or losses are realized.

Dividends

Dividends to stockholders are recorded on the ex-dividend date. We currently intend that our distributions each year will be sufficient to maintain our status as a RIC for federal income tax purposes and to eliminate our liability for federal excise taxes. We intend to make distributions to stockholders on a quarterly basis of substantially all net taxable income. We also intend to make distributions of net realized capital gains, if any, at least annually. However, we may in the future decide to retain capital gains for investment and designate such retained dividends as a deemed distribution. The amount to be paid out as a dividend is determined by our Board of Directors each quarter and is based on the annual taxable earnings estimated by our Manager. Based on that estimate, a dividend is declared each quarter and paid shortly thereafter.

Results of Operations

Investment Income

Investment income for the quarter ended June 30, 2008 was $8.2 million with $7.5 million attributable to targeted investments in 18 portfolio companies, $0.2 million from corporate notes, $0.5 million attributable to investments in cash equivalents and less than $0.1 million in fee income from third parties and affiliates. This compares to investment income for the quarter ended June 30, 2007 of $9.7 million with $7.7 million attributable to targeted investments in nineteen portfolio companies, $0.3 million from corporate notes, $1.6 million attributable to investments in cash equivalents and $0.1 million in fee income from third parties and affiliates.

For the six months ended June 30, 2008, investment income decreased by $0.5 million, or 2.7%, to $17.7 million from $18.2 million for the same period in 2007. For the six months ended June 30, 2008, we recorded $15.7 million attributable to targeted investments in portfolio companies, $0.3 million from corporate notes, $1.6 million attributable to investments in cash equivalents, and $0.1 million in fee income from third parties and affiliates. This compares to investment income of $14.4 million attributable to targeted investments in portfolio companies, $0.5 million from corporate notes, $3.1 million attributable to investments in cash equivalents, and $0.2 million in fee income from third parties and affiliates, for the same period in 2007.

While our total targeted portfolio balance increased by approximately $113 million from June 30, 2007 to June 30, 2008, the balance of non-accruing and non-income producing investments increased from approximately $26 million to approximately $72 million during the same period. Also, a $32.8 million investment purchased in June 2008 is not expected to accrue income until July 2008. Although LIBOR rates dropped significantly from the second quarter of 2007 compared to the second quarter of 2008, this had a minimal effect on our targeted investment income because of LIBOR floors established for new clients and certain other existing clients during 2008. Conversely, significantly lower U.S. Treasury Bill rates during 2008 reduced interest from cash and cash equivalents. Also, the second quarter of 2007 included $1.4 million in non-recurring income premiums from client repayments.

Operating Expenses

For the quarter ended June 30, 2008, operating expenses were $4.4 million compared to $5.2 million for the quarter ended June 30, 2007. The 2008 amount consisted of investment advisory and management fees of $1.8 million, insurance expenses, administrative services fees, professional fees, directors’ fees and other general and administrative expenses of $1.2 million and credit facility interest and fees of $1.4 million. This compares to investment advisory and management and incentive fees of $2.6 million, insurance expenses, administrative services fees, professional fees, directors’ fees and other general and administrative expenses of $1.0 million and credit facility interest and fees of $1.6 million for the quarter ended June 30, 2007. Approximately $1.0 million of incentive fees were accrued in the second quarter of 2007.

For the six months ended June 30, 2008, operating expenses were $9.8 million compared to $9.3 million for the same period of 2007. The 2008 amount consisted of investment advisory and management and incentive fees of $3.6 million, insurance expenses, administrative services fees, professional fees, directors’ fees, organization costs and other general and administrative expenses of $2.3 million and credit facility interest and fees of $3.9 million. This compares to investment advisory and management fees or $4.2 million, insurance expenses, administrative services fees, professional fees, directors’ fees, organization costs and other general and administrative expenses of $1.9 million and credit facility interest and fees of $3.2 million for the six months ended June 30, 2007.

Operating expenses for the three and six month periods include our allocable portion of the total organizational and operating expenses incurred by us, our Manager, and NGP Administration, LLC, which we refer to as our Administrator, as determined by our Board of Directors and representatives of our Manager and our Administrator. According to the terms of the investment advisory agreement, the base management fee is calculated quarterly as 0.45% of the average of our total assets as of the end of the two previous quarters.

Net Investment Income

For the quarter ended June 30, 2008, net investment income was $3.8 million compared to $4.5 million for the quarter ended June 30, 2007, primarily due to decreased interest income caused by the overall decrease in variable interest rates and the increase in portfolio loans in a non-accrual status partially offset by lower incentive fees and interest expenses.

Net investment income for the six months ended June 30, 2008 was $7.9 million compared to $8.9 million for six months ended June 30, 2007 primarily due to decreased interest income caused by the overall decrease in variable interest rates, the increase in portfolio loans in a non-accrual status, and higher management fees and interest expenses.

Unrealized Appreciation or Depreciation on Investments

For the quarter ended June 30, 2008, the increase in net unrealized appreciation was $1.6 million, comprised of a $1.6 million increase in targeted portfolio fair value, a $0.2 million increase in the fair value of corporate notes and a $0.2 million decrease in the fair value of commodity derivative instruments. This compares to an increase of $2.3 million net unrealized appreciation for the quarter ended June 30, 2007, consisting of a $2.7 million increase in targeted portfolio fair value and a $0.4 million decrease in the fair value of corporate notes.

For the six months ended June 30, 2008, the increase in net unrealized depreciation was $0.1 million, comprised of an increase in targeted portfolio fair value of $0.2 million, a $0.1 million decrease in the fair value of corporate notes and a $0.2 million decrease in the fair value of commodity derivative instruments. This compares to an increase of $6.0 million net unrealized appreciation for the six months ended June 30, 2007, consisting of a $6.2 million increase in portfolio fair value and a $0.2 million decrease in the fair value of corporate notes.

Net Realized Gains

There were no realized capital gains or losses for the quarter ended June 30, 2008. For the quarter ended June 30, 2007, we realized a capital gain of $6.7 million from the sale of portfolio company warrants and overriding royalty interests.

Net Increase in Stockholders’ Equity from Operations

For the quarter ended June 30, 2008, we had a net increase in stockholders’ equity (net assets) resulting from operations of $5.4 million, or $0.25 per share, compared to $13.5 million, or $0.78 per share for the quarter ended June 30, 2007. The $8.1 million, or $0.53 per share difference is largely attributable to the $6.7 million net realized capital gain on portfolio securities recorded during the second quarter of 2007.

For the six months ended June 30, 2008 the net increase in stockholders’ equity (net assets) resulting from operations was $7.8 million, or $0.36 per share, compared to $21.6 million, or $1.25 per share for the six months ended June 30, 2007.

Financial Condition, Liquidity and Capital Resources

During the quarter ended June 30, 2008, we generated cash from operations, including interest earned on our portfolio securities, as well as our investments in corporate notes, U.S. government securities and other high quality debt securities that mature in one year or less. At June 30, 2008, we had cash and cash equivalents of $11.1 million, investments in U.S. Treasury Bills of $178.0 million and investments in corporate notes of $8.8 million. As of June 30, 2008, we had investments in or commitments to fund loan facilities to 18 portfolio companies totaling $358 million, of which $334 million was drawn. We expect to fund our investments in 2008 from income earned on our portfolio and temporary investments, repayments or realizations of existing investments and from borrowings under our Credit Facilities. (See description under “Note 3: Credit Facility” in the accompanying notes to consolidated financial statements.) In the future, we may also fund a portion of our investments with issuances of equity or senior debt securities. We may also securitize a portion of our investments. We expect our primary use of funds to be investments in portfolio companies, cash distributions to holders of our common stock and payment of fees and other operating expenses.

Commodity Derivative Instruments

We use commodity derivative instruments to manage our exposure to commodity price fluctuations. We do not designate these instruments as hedging instruments for financial accounting purposes, and, as a result, we recognize the change in the instruments’ fair value currently on the Consolidated Statement of Operations as net increase (decrease) in unrealized appreciation (depreciation) on portfolio securities, corporate notes and commodity derivative instruments.

We acquired a limited term royalty interest from ATP Oil & Gas Corporation and the royalty payments associated with this investment are subject to fluctuations in natural gas and oil prices. To manage this risk, we purchased oil and natural gas put options on approximately 93% of our royalty interest. These transactions limit exposure to declines in prices. See “Note 10: Commodity Derivative Instruments” in the accompanying notes to the consolidated financial statements for further description of our put options.

Contractual Obligations

A summary of our contractual payment obligations at June 30, 2008 is as follows:

			Less than						More than
Contractual Obligations	Total		1 Year		1-3 Years		3-5 Years		5 Years

June 30, 2008:
Long-term debt obligations — revolving credit facilities (1)	$	224,250,000	$	-	$	224,250,000	$	-	$	-
Total	$	224,250,000	$	-	$	224,250,000	$	-	$	-

(1) Excludes accrued interest amounts.

Off-Balance Sheet Arrangements

Currently, we do not engage in any off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices.

Dividends

We have elected to operate our business so as to be taxed as a RIC under Subchapter M of the Code. To maintain our RIC status, we must distribute at least 90% of our “investment company taxable income” (which generally consists of ordinary income and realized net short-term gains in excess of realized net long-term capital losses, if any, reduced by deductible expenses) and net tax-exempt interest. In order to avoid certain excise taxes imposed on RICs, we will be required to distribute at least 98% of our ordinary income and net capital gains, and 100% of any income realized, but not distributed or deemed distributed, in preceding years. We currently intend to make sufficient distributions to satisfy the annual distribution requirement and to avoid the excise taxes.

We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage test for borrowings when applicable to us as a BDC under the 1940 Act and due to provisions in our credit facilities. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of our status as a RIC. We cannot assure stockholders that they will receive any distributions or distributions at a particular level.

Portfolio Credit Quality

We maintain a system to evaluate the credit quality of our investments. While incorporating quantitative analysis, this system is a qualitative assessment. This system is intended to reflect the overall performance of a portfolio company’s business, the collateral coverage of an investment and other relevant factors. Based on this system, the overall credit quality of our targeted investment portfolio remained satisfactory in the quarter ended June 30, 2008. Of the 23 rated investments as of June 30, 2008, 1 investment declined in rating, 6 investments improved in rating, 13 retained the same rating, and 3 new investments were previously unrated, when compared to the 20 rated investments as of March 31, 2008. Investments approximating $74 million, or 22% of the $331.6 million cost basis of targeted investments, are carried on our watch list due to slower than expected development of the assets supporting the investments or deterioration in asset coverage. During the quarter ended June 30, 2008, we did not record any additional unrealized depreciation on the fair value of targeted investments to reflect any potential for loss of capital inherent in those investments. Our investment in Formidable, LLC was placed on non-accrual status effective April 1, 2008. Two portfolio companies, BSR Loco Bayou, LLC and DeanLake Operator, LLC, were issued written notices of default.

Recently Issued Accounting Pronouncements

See Note 12: New Accounting Interpretations and Standards in the accompanying notes to consolidated financial statements for details of recently issued accounting pronouncements and their expected impact on our financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes from the information provided in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2007 other than the addition of the market risk described below:

Commodity Price Risk

We acquired a limited term royalty interest from ATP Oil & Gas Corporation on a transaction dated June 4, 2008. We will receive royalty payments from this investment which will be impacted by fluctuations in the price of crude oil and natural gas. We have purchased put options to protect a portion of our royalty payments from declines in prices. These instruments ensure that a minimum level of royalty payments is established in the event prices decline below the minimum price set by the put option. At June 30, 2008, our open commodity derivative instruments were in a net asset position with a fair value of approximately $1.3 million.

Investments in derivative instruments represent future commitments or options to purchase or sell other financial instruments or commodities at specific prices at specified future dates, which expose us to market risk if the market value of the contract is higher or lower than the contract price at the maturity date. Additionally, these derivative instruments expose us to credit risk arising from the potential inability of counterparties to perform under the terms of the contracts.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain controls and procedures designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported on a timely basis and accumulated and made known to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. Based on an evaluation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report conducted by our management, with the participation of our Chief Executive and Chief Financial Officers, our Chief Executive and Chief Financial Officers believe that as of June 30, 2008, these controls and procedures are effective to ensure that we are able to collect, process and disclose the information we are required to disclose in the reports we file with the SEC within the required time periods.

In evaluating changes in internal control over financial reporting during the quarter ended June 30, 2008, management identified no changes in its internal control over financial reporting that occurred during the quarter ended June 30, 2008 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently a defendant in any material legal proceeding, nor to our knowledge, is any material legal proceeding threatened against us.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed under Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 other than the addition of the risk described below under the heading “Additional Risk Factor” and the revisions to the following risk factors (the complete text of which are set forth below under the heading “Revised Risk Factors”).

Additional Risk Factor

We may be subject to the risks associated with the ethanol industry.

The ethanol industry is subject to many risks which may adversely affect the market price of ethanol. For example, overcapacity in the ethanol industry may result in a decrease in the market price of ethanol if the demand for ethanol does not grow at the same pace as increases in supply. In addition, the ethanol industry is highly competitive, and other companies presently in the market, or that are about to enter the market, could adversely affect the market price of ethanol. Moreover, because corn is the principal raw material used to produce ethanol, ethanol companies in general are directly affected by the cost and supply of corn. Changes in the price and supply of corn are subject to and determined by market forces over which we have no or little control, including overall supply and demand, government programs and policies, weather, and other factors. Furthermore, because growth and demand for ethanol may be driven primarily by federal and state government policies, a change in government policies favorable to ethanol may cause demand for ethanol to decline. These favorable government policies include the national renewable fuels standard, and various federal ethanol tax incentives that assist the ethanol industry. The continuation of these policies is uncertain, which means that demand for ethanol may decline if these policies change or are discontinued. A decline in the demand of ethanol is likely to cause lower ethanol prices. In addition, tariffs on imported ethanol, which currently effectively limit imported ethanol into the United States, could be reduced or eliminated, which may in turn negatively affect the demand for domestic ethanol and the price at which domestic ethanol is sold.

Revised Risk Factors

We may be exposed to risks associated with changes in interest rates.

General interest rate fluctuations may have a negative impact on our investments and investment opportunities and, accordingly, may have a material adverse effect on investment objectives and our rate of return on invested capital. Because we may borrow money to make investments, our net investment income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest these funds. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. As of June 30, 2008, approximately 17% of the investments at fair value in our portfolio were at fixed rates, while approximately 83% were at variable rates. Trading prices for debt that pays a fixed rate of return tend to fall as interest rates rise. Trading prices tend to fluctuate more for fixed-rate securities that have longer maturities. Although we have no policy governing the maturities of our investments, under current market conditions we expect that we will invest in a portfolio of debt generally having maturities of three to seven years, but may have longer maturities. This means that, to the extent we fund longer term fixed rate investments with shorter term floating rate borrowings, we will be subject to greater risk (other things being equal) than a fund invested solely in shorter term securities. A decline in the prices of the debt we own could adversely affect the trading price of our shares.

If we issue senior securities, such as debt or preferred stock, we will be exposed to additional risks.

We may issue debt securities or preferred stock, and/or borrow money from banks or other financial institutions, which we refer to collectively as senior securities, up to the maximum amount permitted by the 1940 Act. We may issue senior securities to make new or follow-on investments, to maintain our RIC status or to pay contingencies and expenses. We are permitted under the 1940 Act to issue senior securities if, immediately after the borrowing or issuance, we will have an asset coverage of at least 200%. That is, we may borrow funds in an amount up to 50% of the value of our assets (including investments made with borrowed funds). As of June 30, 2008, our asset coverage for senior securities was 241%.

The amount and nature of any borrowings will depend on a number of factors over which we have no control, including general economic conditions and conditions in the financial markets. We may also need to borrow funds to make qualifying investments to maintain our RIC status. Therefore, we may need to raise additional capital, which we may elect to finance in part through a credit facility. We may not be able to obtain a credit facility on terms that we find acceptable, if at all. The unavailability of funds from commercial banks or other sources on favorable terms could inhibit the growth of our business and have a material adverse effect on our performance.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

(a)

Our annual meeting of stockholders was held on Wednesday, May 14, 2008.

(b)

Proxies were solicited by our Board of Directors pursuant to Regulation 14A under the Securities and Exchange Act of 1934. There was no solicitation in opposition to the Board of Directors’ nominee for director as listed in the proxy statement, and such nominee was duly elected as reported below.

(c)

Out of a total of 17,500,332 shares of our common stock outstanding and entitled to vote, 15,500,158 shares were present in person or by proxy, representing approximately 89% of the outstanding shares.

Our Board of Directors is divided into three classes, which we refer to as Class I, Class II and Class III directors. The only matter voted on by the stockholders at the 2008 annual meeting, as fully described in the proxy statement for the annual meeting, was the election of one Class I director. The following table presents the number of shares voted for and withheld for each nominee for director.

Nominees For	Number Of		Number Of
Director	Votes For		Votes Withheld
Edward W. Blessing		14,941,945		558,213

The terms of the Class II directors, Mr. David R. Albin and Mr. Lon C. Kile, expire at our 2009 annual meeting of stockholders, and the terms of the Class III directors, Mr. Kenneth A. Hersh and Mr. James R. Latimer, III, expire at our 2010 annual meeting of stockholders.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

No.		Exhibit
3.1	-	Articles of Incorporation of NGP Capital Resources Company dated as of July 15, 2004 (filed as Exhibit (a)(1) to the Company’s Registration Statement on Form N-2 dated November 9, 2004 (Registration No. 333-118279) and incorporated herein by reference)

3.2	-	Articles of Amendment and Restatement of NGP Capital Resources Company dated as of October 29, 2004 (filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, and incorporated herein by reference)

3.3	-	Bylaws of NGP Capital Resources Company (filed as Exhibit (b) to the Company’s Registration Statement on Form N-2 dated August 16, 2004 (Registration No. 333-118279) and incorporated herein by reference)

10.1	-	Investment Advisory Agreement dated as of November 9, 2004, between NGP Capital Resources Company and NGP Investment Advisor, LP (filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, and incorporated herein by reference)

10.2	-	Administration Agreement dated as of November 9, 2004, by and between NGP Capital Resources Company and NGP Administration, LLC (filed as Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, and incorporated herein by reference)

10.3	-	License Agreement dated as of November 9, 2004, by and between NGP Capital Resources Company and NGP Energy Capital Management, L.L.C. (formerly known as Natural Gas Partners, L.L.C.) (filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, and incorporated herein by reference)

10.4	-	Amended and Restated Joint Code of Ethics

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

10.6	-	Amended and Restated Revolving Credit Agreement dated as of August 31, 2006, by and between NGP Capital Resources Company, the lenders from time to time party thereto and SunTrust Bank (filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006, and incorporated herein by reference)

10.7	-	First Amendment to Amended and Restated Revolving Credit Agreement effective as of August 31, 2006, by and between NGP Capital Resources Company, the lenders from time to time party thereto and SunTrust Bank (filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006, and incorporated herein by reference)

10.8	-	Treasury Secured Revolving Credit Agreement dated as of August 31, 2006, by and between NGP Capital Resources Company, the lenders from time to time party thereto and SunTrust Bank (filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006, and incorporated herein by reference)

10.9	-	First Amendment to Treasury Secured Revolving Credit Agreement effective as of August 31, 2006, by and between NGP Capital Resources Company, the lenders from time to time party thereto and SunTrust Bank (filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006, and incorporated herein by reference)

10.10	-	Second Amendment to Treasury Secured Revolving Credit Agreement effective as of September 28, 2007, by and between NGP Capital Resources Company, the lenders from time to time party thereto and SunTrust Bank (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on October 24, 2007, and incorporated herein by reference)

10.11	-	Second Amendment to Amended and Restated Revolving Credit Agreement effective as of March 13, 2008, by and between NGP Capital Resources Company, the lenders from time to time party thereto and SunTrust Bank

10.12	-	Third Amendment to Treasury Secured Revolving Credit Agreement effective as of March 13, 2008, by and between NGP Capital Resources Company, the lenders from time to time party thereto and SunTrust Bank

31.1	-	Certification required by Rule 13a-14(a)/15d-14(a) by the Chief Executive Officer

31.2	-	Certification required by Rule 13a-14(a)/15d-14(a) by the Chief Financial Officer

32.1	-	Section 1350 Certification by the Chief Executive Officer

32.2	-	Section 1350 Certification by the Chief Financial Officer

SIGNATURES

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

NGP CAPITAL RESOURCES COMPANY

	By:	/s/ John H. Homier
		John H. Homier
		President and Chief Executive Officer

NGP CAPITAL RESOURCES COMPANY

	By:	/s/ Stephen K. Gardner
		Stephen K. Gardner
		Chief Financial Officer, Treasurer and Secretary

Date: August 6, 2008

Index to Exhibits

No.		Exhibit
3.1	-	Articles of Incorporation of NGP Capital Resources Company dated as of July 15, 2004 (filed as Exhibit (a)(1) to the Company’s Registration Statement on Form N-2 dated November 9, 2004 (Registration No. 333-118279) and incorporated herein by reference)

3.2	-	Articles of Amendment and Restatement of NGP Capital Resources Company dated as of October 29, 2004 (filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, and incorporated herein by reference)

3.3	-	Bylaws of NGP Capital Resources Company (filed as Exhibit (b) to the Company’s Registration Statement on Form N-2 dated August 16, 2004 (Registration No. 333-118279) and incorporated herein by reference)

10.1	-	Investment Advisory Agreement dated as of November 9, 2004, between NGP Capital Resources Company and NGP Investment Advisor, LP (filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, and incorporated herein by reference)

10.2	-	Administration Agreement dated as of November 9, 2004, by and between NGP Capital Resources Company and NGP Administration, LLC (filed as Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, and incorporated herein by reference)

10.3	-	License Agreement dated as of November 9, 2004, by and between NGP Capital Resources Company and NGP Energy Capital Management, L.L.C. (formerly known as Natural Gas Partners, L.L.C.) (filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, and incorporated herein by reference)

10.4	-	Amended and Restated Joint Code of Ethics

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

10.6	-	Amended and Restated Revolving Credit Agreement dated as of August 31, 2006, by and between NGP Capital Resources Company, the lenders from time to time party thereto and SunTrust Bank (filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006, and incorporated herein by reference)

10.7	-	First Amendment to Amended and Restated Revolving Credit Agreement effective as of August 31, 2006, by and between NGP Capital Resources Company, the lenders from time to time party thereto and SunTrust Bank (filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006, and incorporated herein by reference)

10.8	-	Treasury Secured Revolving Credit Agreement dated as of August 31, 2006, by and between NGP Capital Resources Company, the lenders from time to time party thereto and SunTrust Bank (filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006, and incorporated herein by reference)

10.9	-	First Amendment to Treasury Secured Revolving Credit Agreement effective as of August 31, 2006, by and between NGP Capital Resources Company, the lenders from time to time party thereto and SunTrust Bank (filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006, and incorporated herein by reference)

10.10	-	Second Amendment to Treasury Secured Revolving Credit Agreement effective as of September 28, 2007, by and between NGP Capital Resources Company, the lenders from time to time party thereto and SunTrust Bank (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on October 24, 2007, and incorporated herein by reference)

10.11	-	Second Amendment to Amended and Restated Revolving Credit Agreement effective as of March 13, 2008, by and between NGP Capital Resources Company, the lenders from time to time party thereto and SunTrust Bank

10.12	-	Third Amendment to Treasury Secured Revolving Credit Agreement effective as of March 13, 2008, by and between NGP Capital Resources Company, the lenders from time to time party thereto and SunTrust Bank

31.1	-	Certification required by Rule 13a-14(a)/15d-14(a) by the Chief Executive Officer

31.2	-	Certification required by Rule 13a-14(a)/15d-14(a) by the Chief Financial Officer

32.1	-	Section 1350 Certification by the Chief Executive Officer

32.2	-	Section 1350 Certification by the Chief Financial Officer

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	H.S. junior Avg

OHA Investment (OHAI) 10-Q2008 Q2 Quarterly report

Content analysis