Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
−Removed: Our common stock is traded on the Nasdaq Capital Market under the symbol “SSSS.” The following table sets forth the high and low closing market prices for our common stock for each fiscal quarter for the years ended December 31, 2019 and 2018 .
+Added: Our common stock is traded on the Nasdaq Capital Market under the symbol “SSSS.” Our common stock has historically traded at prices both above and below our net asset value per share.
+Added: It is not possible to predict whether our common stock will trade at, above or below net asset value.
+Added: See "Risk Factors." The following table sets forth, for each fiscal quarter for the fiscal years ended December 31, 2020, 2019 and 2018, the net asset value per share of our common stock, the range of high and low closing sales prices for our common stock, and such closing sales price as a percentage (premium and discount) to our net asset value per share.
The closing market prices reported below have been adjusted to give retroactive effect to material changes resulting from stock dividends.
−Removed: The reported closing market price of our common stock on March 11, 2020 was $6.06 .
+Added: The reported closing market price of our common stock on March 11, 2021 was $13.58 per share, which represented an approximately 10.3% discount to our net asset value of $15.14 per share as of December 31, 2020.
+Added: Price Range High Close Price as a Premium/(Discount) to NAV (2)
+Added: Low Close Price as a Premium/(Discount) to NAV (2)
Fourth Quarter $ 15.14 $ 13.29 $ 8.16 (12.2) % (46.1) %
6 unchanged sentences
First Quarter 10.75 8.37 5.20 (22.1) (51.6)
+Added: Fourth Quarter $ 9.89 $ 7.22 $ 5.12 (27.0) % (48.2) %
+Added: Third Quarter 10.58 7.35 6.81 (30.5) (35.6)
+Added: Second Quarter 10.46 7.50 6.68 (28.3) (36.1)
+Added: First Quarter 9.99 9.18 5.58 (8.1) (44.1)
+Added: ___________________
+Added: (1) NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low close prices.
+Added: The NAV per share figures shown are based on outstanding shares at the end of each period.
+Added: (2) Calculated as the respective high or low close sales price divided by net asset value and subtracting 1.
As of March 11, 2021, there were 3 holders of record of our common stock (including Cede & Co.).
12 unchanged sentences
The table is divided by fiscal year according to record date:
−Removed: Date Declared
−Removed: Amount per Share
−Removed: November 4, 2015 (1)
+Added: Date Declared Record Date Payment Date Amount per Share
November 4, 2015 (1)
−Removed: December 31, 2015
−Removed: August 3, 2016 (2)
−Removed: August 16, 2016
+Added: November 16, 2015 December 31, 2015 $ 2.76
August 3, 2016 (2)
+Added: August 16, 2016 August 24, 2016 0.04
November 5, 2019 (3)
−Removed: December 2, 2019
−Removed: December 12, 2019
+Added: December 2, 2019 December 12, 2019 0.20
December 20, 2019 (4)
+Added: December 31, 2019 January 15, 2020 0.12
+Added: July 29, 2020 (5)
+Added: August 11, 2020 August 25, 2020 0.15
+Added: September 28, 2020 (6)
+Added: October 5, 2020 October 20, 2020 0.25
+Added: October 28, 2020 (7)
+Added: November 10, 2020 November 30, 2020 0.25
December 16, 2020 (8)
−Removed: January 15, 2020
+Added: December 30, 2020 January 15, 2021 0.22
___________________
(1) The distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders.
−Removed: As a result of stockholder elections, the distribution consisted of approximately 2,860,903 shares of common stock issued in lieu of cash, or approximately 14.8% of our outstanding shares prior to the distribution, as well as cash of $26,358,885.
+Added: As a result of stockholder elections, the distribution consisted of 2,860,903 shares of common stock issued in lieu of cash, or approximately 14.8% of our outstanding shares prior to the distribution, as well as cash of $26,358,885.
The number of shares of common stock comprising the stock portion was calculated based on a price of $9.425 per share, which equaled the average of the volume weighted-average trading price per share of our common stock on December 28, 29 and 30, 2015.
1 unchanged sentence
(2) Of the total distribution of $887,240 on August 24, 2016, $820,753 represented a distribution from realized gains, and $66,487 represented a return of capital.
−Removed: All of the total distribution of $3,512,849 on December 12, 2019 represented a distribution from realized gains.
+Added: (3) All of the $3,512,849 distribution paid on December 12, 2019 represented a distribution from realized gains.
None of the distribution represented a return of capital.
−Removed: (4) All of the total distribution of $2,107,709 on January 15, 2020 represented a distribution from realized gains.
+Added: (4) All of the $2,107,709 distribution paid on January 15, 2020 represented a distribution from realized gains.
None of the distribution represented a return of capital.
+Added: (5) All of the $2,516,452 distribution paid on August 25, 2020 represented a distribution from realized gains.
+Added: None of the distribution represented a return of capital.
+Added: (6) All of the $5,071,326 distribution paid on October 20, 2020 represented a distribution from realized gains.
+Added: None of the distribution represented a return of capital.
+Added: (7) All of the $4,978,504 distribution paid on November 30, 2020 represented a distribution from realized gains.
+Added: None of the distribution represented a return of capital.
+Added: (8) All of the $4,381,084 distribution paid on January 15, 2021 represented a distribution from realized gains.
+Added: None of the distribution represented a return of capital.
We intend to focus on making capital gains-based investments from which we will derive primarily capital gains.
3 unchanged sentences
Our current intention is to make any future distributions out of assets legally available therefrom in the form of additional shares of our common stock under our dividend reinvestment plan, except in the case of stockholders who elect to receive dividends and/or long-term capital gains distributions in cash.
−Removed: Under the dividend reinvestment plan, if a stockholder owns shares of common stock registered in its own name, the stockholder will have all cash distributions (net of any applicable withholding) automatically reinvested in additional shares of common stock unless the stockholder opts out of our dividend reinvestment plan by delivering a written notice to our dividend paying agent prior to the record date of the next dividend or distribution.
+Added: Under the dividend reinvestment plan, if a stockholder owns
+Added: shares of common stock registered in its own name, the stockholder will have all cash distributions (net of any applicable withholding) automatically reinvested in additional shares of common stock unless the stockholder opts out of our dividend reinvestment plan by delivering a written notice to our dividend paying agent prior to the record date of the next dividend or distribution.
Any distributions reinvested under the plan will nevertheless be treated as received by the U.S.
11 unchanged sentences
Such income tax expenses and deferred taxes, if any, will be reflected in our consolidated financial statements.
+Added: Equity Compensation Plan Information
+Added: See “Item 10.
+Added: Executive Compensation” and “Item 12.
+Added: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”
Performance Graph
3 unchanged sentences
It assumes that dividends are reinvested in like securities on the respective dividend dates without commissions.
+Added: 12/31/15 12/31/16 12/31/17 12/31/18 12/31/19 12/31/20
+Added: SSSS $ 100.00 $ 76.65 $ 83.05 $ 79.55 $ 104.65 $ 226.70
S&P 500 Index $ 100.00 $ 109.54 $ 130.81 $ 122.66 $ 158.07 $ 183.77
7 unchanged sentences
Purchased (2)
+Added: Per Share Total Number
Part of Publicly
−Removed: Plans or Programs
+Added: Plans or Programs Approximate
Dollar Value of
14 unchanged sentences
December 1 through December 31, 2020 2,575 11.48 — 9,617,312
+Added: Total 1,811,091 1,655,848
During the year ended December 31, 2020, we repurchased 1,655,848 shares of our common stock pursuant to the Share Repurchase Program.
−Removed: On October 21, 2019, we commenced a modified “Dutch Auction” tender offer that expired on November 20, 2019.
−Removed: Pursuant to this tender offer, we offered to purchase to up to $10.0 million of our common stock at a price per share of not less than $6.00 and not greater than $8.00 in $0.10 increments, using available cash.
−Removed: As a result of this tender offer, we repurchased 1,449,275 shares at a price of $6.90 per share on a pro rata basis, excluding fees and expenses related to the tender offer.
_______________________
4 unchanged sentences
On August 5, 2019, our Board of Directors authorized a $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) August 4, 2020 or (ii) the repurchase of $25.0 million in aggregate amount of our common stock.
+Added: On March 9, 2020, our Board of Directors authorized a $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) March 8, 2021 or (ii) the repurchase of $30.0 million in aggregate amount of our common stock.
+Added: On October 28, 2020, our Board of Directors authorized a $10.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2021 or (ii) the repurchase of $40.0 million in aggregate amount of our common stock.
The timing and number of shares to be repurchased will depend on a number of factors, including market conditions and alternative investment opportunities.
The Share Repurchase Program may be suspended, terminated or modified at any time for any reason and does not obligate us to acquire any specific number of shares of our common stock.
−Removed: During the quarter and year ended December 31, 2019 , the Company repurchased 28,000 and 749,128 , respectively, of shares of the Company’s common stock pursuant to the Share Repurchase Program.
+Added: During the year ended December 31, 2020, the Company repurchased 1,655,848 shares of the Company’s common stock pursuant to the Share Repurchase Program.
As of December 31, 2020, the dollar value of shares that remained available to be purchased by the Company under the Share Repurchase Program was approximately $9.6 million.
(2) Includes purchases of our common stock made on the open market by or on behalf of any “affiliated purchaser,” as defined in Exchange Act Rule 10b-18(a)(3), of the Company.
−Removed: Reflects shares purchased by the Company pursuant to our tender offer that commenced on October 21, 2019 and expired on November 20, 2019.
−Removed: On March 9, 2020, our Board of Directors authorized a $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) March 8, 2021 or (ii) the repurchase of $30.0 million in aggregate amount of our common stock.
−Removed: This additional $5.0 million allocation is not included in the approximate dollar value of shares that may yet be purchased under the Share Repurchase Program as of December 31, 2019 .
−Removed: Subsequent to year-end, through March 13, 2020 , we repurchased an additional 237,612 shares under the Share Repurchase Program for an aggregate purchase price of $ 1,518,803 .
−Removed: As of March 13, 2020 , the dollar value of shares that may yet be purchased by us under the Share Repurchase Program is approximately $8.5 million.
+Added: Senior Securities
+Added: Information about our senior securities is shown in the following table as of the end of each fiscal year since our IPO.
+Added: There were no senior securities outstanding as of December 31, 2012 and 2011.
+Added: The report of our independent registered public accounting firm, Marcum LLP, on the senior securities table, as of December 31, 2020 and 2019, is attached as an exhibit to this annual report on Form 10-K.
+Added: The report of our former independent registered public accounting firm, Deloitte & Touche LLP, on the senior securities table, as of December 31, 2018, 2017, 2016 and 2015, is attached as an exhibit to this annual report on Form 10-K.
+Added: Class and Year Total Amount Outstanding Exclusive of Treasury Securities (1)
+Added: Asset Coverage Ratio Per Unit (2)
+Added: Involuntary Liquidation Preference Per Unit (3)
+Added: Average Market Value Per Unit (4)
+Added: 4.75% Convertible Senior Notes due 2023
+Added: Fiscal 2020 (5)
+Added: $ 38,215,000 $ 8,892 — N/A
+Added: Fiscal 2019 40,000,000 5,998 — N/A
+Added: Fiscal 2018 40,000,000 5,884 — N/A
+Added: Fiscal 2017 — 3,968 — N/A
+Added: Fiscal 2016 — 3,784 — N/A
+Added: Fiscal 2015 — 4,884 — N/A
+Added: Fiscal 2014 — 4,286 — N/A
+Added: Fiscal 2013 — 5,173 — N/A
+Added: Fiscal 2012 — — — N/A
+Added: Fiscal 2011 — — — N/A
+Added: 5.25% Convertible Senior Notes due 2018
+Added: Fiscal 2020 (6)
+Added: $ — $ 8,892 — N/A
+Added: Fiscal 2019 (6)
+Added: — 5,998 — N/A
+Added: Fiscal 2018 (6)
+Added: — 5,884 — N/A
+Added: Fiscal 2017 69,000,000 3,968 — N/A
+Added: Fiscal 2016 69,000,000 3,784 — N/A
+Added: Fiscal 2015 69,000,000 4,884 — N/A
+Added: Fiscal 2014 69,000,000 4,286 — N/A
+Added: Fiscal 2013 69,000,000 5,173 — N/A
+Added: Fiscal 2012 — — — N/A
+Added: Fiscal 2011 — — — N/A
+Added: Credit Facility
+Added: Fiscal 2020 $ — $ 8,892 — N/A
+Added: Fiscal 2019 (7)
+Added: — 5,998 — N/A
+Added: Fiscal 2018 (7)
+Added: — 5,884 — N/A
+Added: Fiscal 2017 (7)
+Added: — 3,968 — N/A
+Added: Fiscal 2016 (8)
+Added: — 3,784 — N/A
+Added: Fiscal 2015 (8)
+Added: — 4,884 — N/A
+Added: Fiscal 2014 (8)
+Added: 18,000,000 4,286 — N/A
+Added: Fiscal 2013 — 5,173 — N/A
+Added: Fiscal 2012 — — — N/A
+Added: Fiscal 2011 — — — N/A
+Added: _______________________
+Added: (1) Total gross amount of each class of senior securities outstanding at the end of the period presented, before deduction of discount and debt issuance costs.
+Added: (2) Asset coverage per unit for a class of senior securities is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness.
+Added: Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness.
+Added: (3) The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it.
+Added: The “—” in this column indicates that the SEC expressly does not require this information to be disclosed for the types of senior securities representing indebtedness issued by the Company as of the stated time periods.
+Added: (4) Not applicable for any of the senior securities because they are not registered for public trading.
+Added: (5) For the year ended December 31, 2020, the Company issued 174,888 shares of its common stock and cash for fractional shares upon the conversion of $1,785,000 in aggregate principal amount of the 4.75% Convertible Senior Notes due 2023.
+Added: (6) The 5.25% Convertible Senior Notes due 2018 were repaid in full with interest on September 15, 2018.
+Added: (7) Represents amounts under the $12.0 million senior secured revolving Credit Facility with Western Alliance Bank which matured on May 31, 2019.
+Added: (8) Represents amounts under the $18.0 million Credit Facility with SVB which matured on December 31, 2016.
+Added: Fees and Expenses
+Added: The following table is intended to assist you in understanding the costs and expenses that an investor will bear directly or indirectly.
+Added: We caution you that some of the percentages indicated in the table below are estimates and may vary.
+Added: The following table should not be considered a representation of our future expenses.
+Added: Actual expenses may be greater or less than shown.
+Added: Except where the context suggests otherwise, whenever this Annual Report on Form 10-K contains a reference to fees or expenses paid by “us” or “SuRo Capital,” or that “we” will pay fees or expenses, you will indirectly bear such fees or expenses as an investor in SuRo Capital Corp., however, your responsibility for such fees or expenses is limited to your investment in SuRo Capital Corp.
+Added: The fee table and example below include all fees and expenses of our consolidated subsidiaries.
+Added: Stockholder transaction expenses:
+Added: Sales load (as a percentage of offering price) — % (1)
+Added: Offering expenses (as a percentage of offering price) — % (2)
+Added: Dividend reinvestment plan expenses — % (3)
+Added: Total stockholder transaction expenses (as a percentage of offering price) — % (4)
+Added: Annual expenses (as a percentage of net assets attributable to common stock) (8) :
+Added: Operating expenses 3.98 % (5)
+Added: Interest payments on borrowed funds 0.18 % (6)
+Added: Other expenses 0.61 % (7)
+Added: Total annual expenses 4.77 %
+Added: _______________________
+Added: (1) In the event that our securities are sold to or through underwriters, a corresponding prospectus or prospectus supplement will disclose the applicable sales load.
+Added: (2) In the event that we conduct an offering of our securities, a corresponding prospectus or prospectus supplement will disclose the estimated offering expenses.
+Added: Our common stockholders will bear, directly or indirectly, the expenses of any offering of our securities, including debt securities.
+Added: (3) Under our distribution reinvestment plan (the "DRIP"), the plan administrator’s fees will be paid by us.
+Added: There will be no brokerage charges or other charges to stockholders who participate in the plan except that, if a participant elects by his or its written or telephonic notice to the plan administrator in advance of termination to have the plan administrator sell part or all of his or its shares and remit the proceeds to the participant, the plan administrator is authorized to deduct a $15 transaction fee plus brokerage commission from the proceeds.
+Added: The expenses of our DRIP are included in “Other Expenses.”
+Added: (4) The total stockholder transaction expenses may include sales load and will be disclosed in a future prospectus or prospectus supplement, if any.
+Added: (5) Operating expenses in this table represent estimated annual operating expenses based upon the actual annual operating expenses of SuRo Capital Corp.
+Added: and its consolidated subsidiaries for the twelve months ended December 31, 2020.
+Added: We do not have an investment adviser and are internally managed by our executive officers under the supervision of our Board of Directors.
+Added: As a result, we do not pay investment advisory fees, but instead we pay the operating costs associated with employing investment management professionals including, without limitation, compensation expenses related to salaries, discretionary bonuses and restricted stock grants.
+Added: (6) We are exposed to the risks of leverage, which may be considered a speculative investment technique.
+Added: The use of leverage magnifies the potential for gain and loss on amounts invested and, therefore, increases the risks associated with an investment in us.
+Added: Interest payments on borrowed funds represents our estimated annual interest payments based on actual interest rate terms under our outstanding 4.75% Convertible Senior Notes due 2023 (the “4.75% Convertible Senior Notes due 2023”) as of December 31, 2020.
+Added: (7) "Other expenses," which we calculate to equal approximately $1.8 million, are estimated based upon actual "Other expenses" for the twelve months ended December 31, 2020.
+Added: (8) "Net assets attributable to common stock," which we calculate to equal approximately $301.6 million, reflect our net assets for the year ended December 31, 2020.
+Added: The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock.
+Added: In calculating the following expense amounts, we have assumed that our annual operating expenses would remain at the levels set forth in the table above.
+Added: See footnote 6 above for additional information regarding certain assumptions regarding our level of leverage.
+Added: 1 Year 3 Years 5 Years 10 Years
+Added: You would pay the following expenses on a $1,000 investment, assuming a 5% annual return $48 $144 $241 $486
+Added: The example and the expenses in the tables above should not be considered a representation of our future expenses, and actual expenses may be greater or less than those shown.
+Added: While the example assumes, as required by the SEC, a 5.0% annual return, our performance will vary and may result in a return greater or less than 5.0%.
+Added: In addition, while the example assumes reinvestment of all dividends at net asset value participants in our DRIP will receive a number of shares of our common stock, determined by dividing the total dollar amount of the dividend payable to a participant by the market price per share of our common stock at the close of trading on the dividend payment date, which may be at, above or below net asset value.
+Added: See "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Distributions" for additional information regarding our DRIP.
Selected Financial Data
2 unchanged sentences
Year Ended December 31,
+Added: 2020 2019 2018 2017 2016
Income Statement Data
4 unchanged sentences
Net Operating Expenses 16,338,543 10,946,792 9,252,413 21,731,583 1,999,646
−Removed: Reversal of benefit from taxes on net investment loss (4)
Net Investment Loss (14,514,416) (9,451,068) (7,634,577) (20,878,815) (1,263,363)
Net realized gain/(loss) on investments
−Removed: Benefit from taxes on net realized loss on investments (4)
+Added: 16,441,223 19,179,340 (7,433,619) 913,982 (2,634,471)
Realized loss on extinguishment of debt
+Added: — — (397,846) — —
Net change in unrealized appreciation/
(depreciation) of investments
+Added: 73,410,631 13,339,859 9,641,050 34,775,696 (73,213,845)
Benefit from taxes on
unrealized depreciation of investments (3)
+Added: — 885,566 6,716,735 2,757,070 2,116,784
Net increase/(decrease) in net assets resulting from operations 75,337,438 23,953,697 891,743 17,567,933 (74,994,895)
1 unchanged sentence
Weighted-Average Common Shares:
+Added: Basic 17,910,353 19,328,414 20,617,890 21,924,490 22,181,003
+Added: Diluted 21,790,898 23,069,622 20,617,890 21,924,490 22,181,003
Net increase/(decrease) in net assets resulting from operations per average share:
+Added: Basic $ 4.21 $ 1.24 $ 0.04 $ 0.80 $ (3.38)
+Added: Diluted 3.56 1.14 0.04 0.80 (3.38)
Net asset value per share (1)
+Added: 15.14 11.38 9.89 9.64 8.66
Market price at year-end 13.09 6.55 5.22 5.45 5.03
3 unchanged sentences
Total Assets (2)
+Added: $ 478,875,704 $ 288,564,089 $ 330,219,554 $ 381,682,536 $ 300,964,426
5.25% Convertible Senior Notes due 2018 — — — 68,382,549 67,512,798
1 unchanged sentence
Total Liabilities 177,292,631 88,646,800 134,841,395 176,919,670 108,835,616
+Added: Net Assets 301,583,073 199,917,289 195,378,159 204,762,866 192,128,810
____________________
(1) Net asset value per share is based on basic shares outstanding at the end of the period.
−Removed: During the year ended December 31, 2015, total assets decreased due to a declared dividend, which was paid on December 31, 2015.
(2) During the year ended December 31, 2016, total assets and net assets decreased due to a change in unrealized depreciation of investments and net realized losses on investments.
2 unchanged sentences
During the year ended December 31, 2019, total assets decreased due to a lower investment in U.S.
−Removed: Treasury bill and net assets increased due to an increase in net
−Removed: unrealized appreciation of investments and net realized gains on investments.
+Added: Treasury bill and net assets increased due to an increase in net unrealized appreciation of investments and net realized gains on investments.
+Added: During the year ended December 31, 2020, total assets and net assets increased due to a change in unrealized appreciation of investments and net realized gains on investments, in addition to the issuance and sale of shares under the At-the-Market Program.
For further discussion of factors that affected our total assets and net assets refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” in Part II, Item 7 of this Form 10-K.
−Removed: Deferred debt issuance costs of $1,947,572 as of December 31, 2015 related to the Company’s issuance of the 5.25% Convertible Senior Notes due 2018 were previously classified as “Deferred financing costs” as of December 31, 2015.
−Removed: In accordance with ASU 2015-03, this balance has been retrospectively reclassified as a direct deduction from the 5.25% Convertible Senior Notes due 2018.
−Removed: Refer to “Note 10—Debt Capital Activities” of the consolidated financial statements as of December 31, 2019 included in this annual report on Form 10-K for further detail.
−Removed: Due to our change in tax status to a RIC from a C Corporation, the associated accrued benefits from and provisions for taxes from previous years were reversed for the year ended December 31, 2015.
(3) During the year ended December 31, 2017, we recognized a net benefit from taxes on unrealized depreciation of $2,757,070 despite recording a net change in unrealized appreciation of approximately $34.8 million.
4 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.