Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements
Page
Report of Independent Registered Public Accounting Firm
96
Statements of Assets and Liabilities as of December 31, 2020 and December 31, 2019
98
Statements of Operations for the years ended December 31, 2020, 2019, and 2018
99
Statements of Changes in Net Assets for the years ended December 31, 2020, 2019, and 2018
100
Statements of Cash Flows for the years ended December 31, 2020, 2019, and 2018
101
Schedule of Investments as of December 31, 2020 and December 31, 2019
103
Notes to Financial Statements
119
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Stellus Capital Investment Corporation
Opinion on the financial statements
We have audited the accompanying consolidated statements of assets and liabilities of Stellus Capital Investment Corporation (a Maryland corporation) and subsidiaries (the “Company”), including the consolidated schedule of investments as of December 31, 2020 and 2019, the related consolidated statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”) and financial highlights for each of the five years in the period ended December 31, 2020. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 and the financial highlights for each of the five years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Fair Value of Investments
As described further in Note 6 to the financial statements, the Company has investments in portfolio companies with a fair value of $653,424,495. Investment values are based on prices or valuation techniques that require inputs that are significant and unobservable. The determination of fair value also requires management judgement. As such, we identified fair value of investments as a critical audit matter.
The principal considerations for our determination that the fair value of investments is a critical audit matter are that the assets are valued using unobservable inputs, which are considered level 3 in nature under the valuation hierarchy of US GAAP. In addition, valuation is material to the financial statements, and
96
TABLE OF CONTENTS
there is a high level of judgement in determining the fair value. As a result, obtaining sufficient appropriate audit evidence related to the fair value measurement required significant auditor judgement.
Our audit procedures related to the fair value of investments included the following, among others.
•
Testing the design and operating effectiveness of relevant controls over management’s process relating to the fair value measurement of investments.
•
With the assistance of internal valuation specialists to evaluate and test management’s process to develop valuation estimates, we performed audit procedures to determine that the data, methods, and assumptions used to determine investment fair value was reasonable. We also tested the mathematical accuracy of investment valuations. Certain key inputs/assumptions tested by us included the following:
•
Discount rate
•
Credit yields
•
Market multiples,
•
Revenue and EBITDA multiples
•
Weighting between valuation techniques,
•
In testing the inputs/assumptions above, we considered available third-party market information, current economic conditions, and client specific source information.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2012.
Dallas, Texas
March 4, 2021
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PART I — FINANCIAL INFORMATION
STELLUS CAPITAL INVESTMENT CORPORATION
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
December 31,
2020
December 31,
2019
ASSETS
Non-controlled, non-affiliated investments, at fair value (amortized cost of $658,628,966 and $642,707,824, respectively)
$
653,424,495
$
628,948,077
Cash and cash equivalents
18,477,602
16,133,315
Receivable for sales and repayments of investments
215,929
123,409
Interest receivable
2,189,448
2,914,710
Other receivables
25,495
25,495
Deferred offering costs
90,000
—
Prepaid expenses
487,188
368,221
Total Assets
$
674,910,157
$
648,513,227
LIABILITIES
Notes payable
$
48,307,518
$
47,974,202
Credit facility payable
171,728,405
160,510,633
SBA-guaranteed debentures
173,167,496
157,543,853
Dividends payable
—
2,167,630
Management fees payable
2,825,322
2,695,780
Income incentive fees payable
681,660
1,618,509
Capital gains incentive fees payable
521,021
880,913
Interest payable
2,144,085
2,322,314
Unearned revenue
523,424
559,768
Administrative services payable
391,491
413,278
Deferred tax liability
359,590
134,713
Income tax payable
724,765
917,000
Other accrued expenses and liabilities
174,731
203,461
Total Liabilities
$
401,549,508
$
377,942,054
Commitments and contingencies (Note 7)
Net Assets
$
273,360,649
$
270,571,173
NET ASSETS
Common stock, par value $0.001 per share (100,000,000 shares authorized; 19,486,003 and 19,131,746 issued and outstanding, respectively)
$
19,486
$
19,132
Paid-in capital
276,026,667
272,117,091
Accumulated undistributed deficit
(2,685,504 )
(1,565,050 )
Net Assets
$
273,360,649
$
270,571,173
Total Liabilities and Net Assets
$
674,910,157
$
648,513,227
Net Asset Value Per Share
$
14.03
$
14.14
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STELLUS CAPITAL INVESTMENT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
For the
year ended
December 31,
2020
For the
year ended
December 31,
2019
For the
year ended
December 31,
2018
INVESTMENT INCOME
Interest income
$
55,350,781
$
56,895,990
$
51,463,033
Other income
1,307,533
2,015,899
1,803,305
Total Investment Income
$
56,658,314
$
58,911,889
$
53,266,338
OPERATING EXPENSES
Management fees
$
11,084,450
$
9,703,706
$
8,154,842
Valuation fees
290,445
265,103
307,838
Administrative services expenses
1,781,603
1,691,764
1,390,375
Income incentive fees
2,527,813
5,809,672
5,529,376
Capital gains incentive (reversal) fees
(359,892 )
799,876
81,038
Professional fees
950,716
1,040,011
1,189,071
Directors’ fees
394,816
383,000
317,000
Insurance expense
384,774
352,382
348,500
Interest expense and other fees
15,950,087
14,976,024
12,338,755
Income tax expense
771,134
903,905
275,106
Other general and administrative expenses
890,465
547,637
697,900
Total Operating Expenses
$
34,666,411
$
36,473,080
$
30,629,801
Net Investment Income
$
21,991,903
$
22,438,809
$
22,636,537
Net realized (loss) gain on non-controlled, non-affiliated investments
$
(10,129,859 )
$
19,565,903
$
5,540,518
Tax provision on realized gain on investment
$
—
$
—
$
(267,975 )
Net change in unrealized appreciation (depreciation) on non-controlled, non-affiliated investments
$
8,555,274
$
(15,501,951 )
$
(1,706,549 )
Net change in unrealized appreciation on non-controlled, affiliated investments
$
—
$
2,185
$
60,000
Provision for taxes on net unrealized gain on investments
$
(224,877 )
$
(66,760 )
$
(67,953 )
Net Increase in Net Assets
Resulting from Operations
$
20,192,441
$
26,438,186
$
26,194,578
Net Investment Income Per Share
$
1.13
$
1.23
$
1.42
Net Increase in Net Assets Resulting from Operations Per
Share
$
1.04
$
1.45
$
1.64
Weighted Average Shares of Common Stock
Outstanding
19,471,500
18,275,696
15,953,571
Distributions Per Share
$
1.15
$
1.36
$
1.36
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STELLUS CAPITAL INVESTMENT CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
For the
year ended
December 31,
2020
For the
year ended
December 31,
2019
For the
year ended
December 31,
2018
Increase in Net Assets Resulting from Operations
Net investment income
$
21,991,903
$
22,438,809
$
22,636,537
Net realized (loss) gain on non-controlled,
non-affiliated investments
(10,129,859 )
19,565,903
5,540,518
Tax provision on realized gain on investments
—
(267,975 )
Net change in unrealized appreciation (depreciation) on non-controlled, non-affiliated investments
8,555,274
(15,501,951 )
(1,706,549 )
Net change in unrealized appreciation on
non-controlled, affiliated investments
—
2,185
60,000
Provision for taxes on unrealized appreciation on investments
(224,877 )
(66,760 )
(67,953 )
Net Increase in Net Assets Resulting from Operations
$
20,192,441
$
26,438,186
$
26,194,578
Stockholder Distributions From:
Net investment income
$
(22,402,959 )
$
(10,000,000 )
$
(16,418,007 )
Net realized capital gains
—
(15,038,173 )
(5,272,543 )
Total Distributions
$
(22,402,959 )
$
(25,038,173 )
$
(21,690,550 )
Capital Share Transactions
Issuance of common stock
$
5,023,937
$
45,862,239
$
94,788
Sales load
(18,169 )
(1,015,127 )
—
Offering costs
(5,681 )
(521,715 )
—
Partial share transactions
(94 )
755
(1,051 )
Net Increase in Net Assets Resulting From
Capital Share Transactions
$
4,999,993
$
44,326,153
$
93,737
Total Increase in Net Assets
$
2,789,476
$
45,726,166
$
4,597,765
Net Assets at Beginning of Period
$
270,571,173
$
224,845,007
$
220,247,242
Net Assets at End of Period
$
273,360,649
$
270,571,173
$
224,845,007
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STELLUS CAPITAL INVESTMENT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the
year ended
December 31,
2020
December 31,
2019
For the
year ended
December 31,
2018
Cash flows from operating activities
Net increase in net assets resulting from operations
$
20,192,441
$
26,438,186
$
26,194,578
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:
Purchases of investments
(152,007,165 )
(246,438,384 )
(272,927,459 )
Proceeds from sales and repayments of
investments
128,627,422
128,206,318
147,528,448
Net change in unrealized (appreciation) depreciation
on investments
(8,555,274 )
15,499,766
1,646,549
Increase in investments due to PIK
(664,992 )
(415,933 )
(1,869,905 )
Amortization of premium and accretion of discount, net
(2,098,788 )
(1,774,469 )
(1,553,333 )
Deferred tax provision
224,877
66,760
67,953
Amortization of loan structure fees
647,872
519,995
456,151
Amortization of deferred financing costs
333,316
332,407
335,309
Amortization of loan fees on SBA-guaranteed debentures
701,068
623,900
623,989
Net realized loss (gain) on investments
10,129,859
(19,565,903 )
(5,540,518 )
Changes in other assets and liabilities
Decrease (increase) in interest receivable
725,262
873,974
(866,480 )
Decrease (increase) in other receivable
—
59,751
(85,246 )
(Increase) decrease in prepaid expenses
(118,967 )
(23,600 )
16,649
Increase in management fees payable
129,542
511,805
562,383
(Decrease) increase in incentive fees payable
(936,849 )
(318,029 )
1,564,891
(Decrease) increase in capital gains incentive fees payable
(359,892 )
799,875
81,038
(Decrease) increase in administrative services payable
(21,787 )
21,087
65,158
(Decrease) increase in interest payable
(178,229 )
458,748
842,393
(Decrease) Increase in unearned revenue
(36,344 )
149,175
271,289
(Decrease) increase in income tax payable
(192,235 )
600,908
316,092
(Decrease) increase in other accrued expenses and liabilities
(28,730 )
87,559
(152,511 )
Net Cash Used In Operating Activities
$
(3,487,593 )
$
(93,286,104 )
$
(102,422,582 )
Cash flows from Financing Activities
Proceeds from the issuance of common stock
$
4,794,994
$
45,862,239
$
—
Sales load for common stock issued
(18,169 )
(1,015,127 )
—
Offering costs paid for common stock
(95,681 )
(503,042 )
(18,673 )
Stockholder distributions paid
(24,341,646 )
(24,678,113 )
(21,594,863 )
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For the
year ended
December 31,
2020
December 31,
2019
For the
year ended
December 31,
2018
Proceeds from SBA-guaranteed debentures
15,500,000
11,000,000
60,000,000
Financing costs paid on SBA-guaranteed debentures
(577,425 )
(467,850 )
(2,055,000 )
Borrowings under Credit Facility
120,950,000
245,750,000
246,300,000
Repayments of Credit Facility
(108,500,000 )
(183,750,000 )
(187,500,000 )
Financing costs paid on Credit facility
(1,880,099 )
(246,589 )
(351,403 )
Partial share transactions
(94 )
755
(1,051 )
Net Cash Provided by Financing Activities
$
5,831,880
$
91,952,273
$
94,779,010
Net Increase in Cash and Cash Equivalents
$
2,344,287
$
(1,333,831 )
$
(7,643,572 )
Cash and cash equivalents balance at beginning of period
16,133,315
17,467,146
25,110,718
Cash and Cash Equivalents Balance at End of Period
$
18,477,602
$
16,133,315
$
17,467,146
Supplemental and Non-Cash Activities
Cash paid for interest expense
$
14,441,061
$
13,035,976
$
10,075,913
Excise tax paid
940,000
280,000
27,717
Shares issued pursuant to Dividend Reinvestment Plan
228,943
—
94,788
(Decrease) increase in dividends payable
(2,167,630 )
360,060
899
Increase (decrease) in deferred offering costs
90,000
(18,673 )
18,673
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Stellus Capital Investment Corporation
Consolidated Schedule of Investments
December 31, 2020
Investments
Footnotes
Security
Coupon
LIBOR
floor
Cash
PIK
Investment
Date
Maturity
Headquarters/
Industry
Principal
Amount/
Shares
Amortized
Cost
Fair Value (1)
% of
Net
Assets
Non-controlled, non-affiliated investments
(2)(9)
Adams Publishing Group, LLC
Greenville, TN
Term Loan
(35)
First Lien
1M
L+7.00%
1.75 %
8.75 %
8/3/2018
6/30/2023
Media:
Advertising,
Printing &
Publishing
$4,990,080
4,962,046
4,990,080
1.83 %
Delayed Draw Term Loan
(35)
First Lien
1M
L+7.00%
1.75 %
8.75 %
8/3/2018
6/30/2023
$162,106
162,106
162,106
0.06 %
Total
$
5,124,152
$
5,152,186
1.89 %
Advanced Barrier Extrusions, LLC
Rhinelander, WI
Term Loan
(SBIC)
(2)(35)
First Lien
1M
L+6.50%
1.00 %
7.50 %
11/30/2020
11/30/2026
Containers,
Packaging &
Glass
$17,500,000
17,153,813
17,150,000
6.27 %
GP ABX Holdings Partnership, L.P.
Common Stock
(4)
Equity
8/8/2018
644,737
units
700,000
740,000
0.27 %
Total
$
17,853,813
$
17,890,000
6.54 %
APE Holdings, LLC
Deer Park, TX
Class A Common
Units
(4)
Equity
9/5/2014
Chemicals,
Plastics, &
Rubber
375,000
units
375,000
80,000
0.03 %
Atmosphere Aggregator Holdings II, LP
Atlanta, GA
Common Units
(4)
Equity
1/26/2016
Services:
Business
254,250
units
0
1,350,000
0.49 %
Stratose Aggregator Holdings, LP Common Units
(4)
Equity
6/30/2015
750,000
units
0
3,970,000
1.45 %
Total
$
0
$
5,320,000
1.94 %
ASC Communications, LLC
(17)
Chicago, IL
Term Loan
(SBIC)
(2)(35)
First Lien
1M
L+5.00%
1.00 %
6.00 %
6/29/2017
6/29/2023
Healthcare &
Pharmaceuticals
$4,058,642
4,044,314
3,896,296
1.43 %
Term Loan
(35)
First Lien
1M
L+5.00%
1.00 %
6.00 %
2/4/2019
6/29/2023
$6,899,691
6,847,391
6,623,704
2.42 %
ASC Communications Holdings, LLC Class A Preferred Units (SBIC)
(2)(4)
Equity
6/29/2017
73,529
shares
58,828
330,000
0.12 %
Total
$
10,950,533
$
10,850,000
3.97 %
BFC Solmetex, LLC
Nashville, TN
Revolver
(35)
First Lien
3M
L+8.50%
1.00 %
9.50 %
4/2/2018
9/26/2023
Environmental
Industries
$2,139,364
2,139,364
2,139,364
0.78 %
Term Loan
(SBIC)
(2)(35)
First Lien
3M
L+8.50%
1.00 %
9.50 %
4/2/2018
9/26/2023
$11,474,603
11,384,927
11,474,603
4.20 %
Bonded Filter Co. LLC, Term Loan
(SBIC)
(2)(35)
First Lien
3M
L+8.50%
1.00 %
9.50 %
4/2/2018
9/26/2023
$1,193,460
1,184,133
1,193,460
0.44 %
Total
$
14,708,424
$
14,807,427
5.42 %
BW DME Acquisition, LLC
Tempe, AZ
Term Loan
(SBIC)
(2)(13)(22)
First Lien
3M
L+6.00%
1.00 %
8.58 %
8/24/2017
8/24/2022
Healthcare &
Pharmaceuticals
$16,695,804
16,496,876
16,695,804
6.11 %
BW DME Holdings, LLC, Term Loan
(6)
Unsecured
17.50%
17.50 %
6/1/2018
6/30/2020
$391,063
391,063
391,063
0.14 %
BW DME Holdings, LLC Class A-1
Preferred Units
(4)
Equity
8/24/2017
1,000,000 shares
1,000,000
1,500,000
0.55 %
BW DME Holdings, LLC Class A-2
Preferred Units
(4)
Equity
1/26/2018
937,261 shares
937,261
1,410,000
0.52 %
Total
$
18,825,200
$
19,996,867
7.32 %
Café Valley, Inc.
Phoenix, AZ
Term Loan
(35)
First Lien
1M
L+7.00%
1.25 %
8.25 %
8/28/2019
8/28/2024
Beverage,
Food, & Tobacco
$16,077,381
15,829,176
15,675,447
5.73 %
CF Topco LLC, Common Units
(4)
Equity
8/28/2019
9,160
shares
916,015
720,000
0.26 %
Total
$
16,745,191
$
16,395,447
5.99 %
Colford Capital Holdings, LLC
New York, NY
Preferred Units
(4)(5)
Equity
8/20/2015
Finance
38,893
units
195,036
20,000
0.01 %
CommentSold, LLC
(8)
Huntsville, AL
Term Loan
(SBIC)
(2)(35)
First Lien
1M L+6.00%
1.00 %
7.00 %
11/20/2020
11/20/2026
High Tech
Industries
$12,500,000
12,252,768
12,252,768
4.48 %
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Investments
Footnotes
Security
Coupon
LIBOR
floor
Cash
PIK
Investment
Date
Maturity
Headquarters/
Industry
Principal
Amount/
Shares
Amortized
Cost
Fair Value (1)
% of
Net
Assets
CompleteCase, LLC
(21)
Seatlle, WA
Term Loan (SBIC II)
(9)(35)
First Lien
3M
L+6.50%
1.00 %
7.50 %
12/21/2020
12/21/2025
Services:
Consumer
$11,478,261
11,248,696
11,248,696
4.11 %
Revolver
(35)
First Lien
3M
L+6.50%
1.00 %
7.50 %
12/21/2020
12/21/2025
$33,333
33,333
32,667
0.01 %
CompleteCase Holdings, Inc. Class A
Common Units (SBIC II)
(4)(9)
Equity
12/21/2020
417 units
5
0
0.00 %
CompleteCase Holdings, Inc. Series A Preferred Units (SBIC II)
(4)(9)
Equity
12/21/2020
522 units
521,734
520,000
0.19 %
Total
$
11,803,768
$
11,801,363
4.31 %
Convergence Technologies, Inc.
Indianpolis, IN
Term Loan
(SBIC)
(2)(35)
First Lien
3M
L+6.75%
1.50 %
8.25 %
8/31/2018
8/30/2024
Services:
Business
$6,982,143
6,888,406
6,982,143
2.55 %
Term Loan
(35)
First Lien
3M
L+6.75%
1.50 %
8.25 %
2/28/2019
8/30/2024
$1,403,571
1,383,414
1,403,571
0.51 %
Term Loan B (SBIC)
(2)(35)
First Lien
3M
L+6.75%
1.50 %
8.25 %
8/14/2020
8/30/2024
$3,740,625
3,672,274
3,740,625
1.37 %
Delayed Draw Term Loan
(35)
First Lien
3M
L+6.75%
1.50 %
8.25 %
8/31/2018
8/30/2024
$5,250,000
5,250,000
5,250,000
1.92 %
Tailwind Core Investor, LLC Class A
Preferred Units
(4)
Equity
8/31/2018
5,282 units
547,795
650,000
0.24 %
Total
$
17,741,889
$
18,026,339
6.59 %
Data Centrum Communications, Inc.
Montvale, NJ
Term Loan
(35)
First Lien
3M
L+5.50%
1.00 %
6.50 %
5/15/2019
5/15/2024
Media:
Advertising,
Printing &
Publishing
$16,006,250
15,778,905
15,446,031
5.65 %
Health Monitor Holdings, LLC Seires
A Preferred Units
(4)
Equity
5/15/2019
1,000,000 shares
1,000,000
750,000
0.27 %
Total
$
16,778,905
$
16,196,031
5.92 %
Douglas Products Group, LP
Liberty, MO
Class A Common Units
(4)
Equity
12/27/2018
Chemicals,
Plastics, &
Rubber
322 shares
139,656
820,000
0.30 %
DRS Holdings III, Inc.
(10)
St. Louis, MO
Term Loan
(35)
First Lien
1M
L+5.75%
1.00 %
6.75 %
11/1/2019
11/1/2025
Consumer
Goods:
Durable
$9,900,000
9,816,898
9,900,000
3.62 %
DTE Enterprises, LLC
(18)
Roselle, IL
Term Loan
(35)
First Lien
6M
L+8.50%
1.50 %
10.00 %
4/13/2018
4/13/2023
Energy:
Oil & Gas
$9,323,691
9,226,943
8,531,177
3.12 %
DTE Holding Company, LLC Common Shares, Class A-2
(4)
Equity
4/13/2018
776,316 shares
466,204
220,000
0.08 %
DTE Holding Company, LLC Preferred Shares, Class AA
(4)
Equity
4/13/2018
723,684 shares
723,684
200,000
0.07 %
Total
$
10,416,831
$
8,951,177
3.27 %
Elliott Aviation, LLC
Moline, IL
Term Loan
(35)
First Lien
3M
L+6.00%
1.75 %
7.75 %
1/31/2020
1/31/2025
Aerospace &
Defense
$18,427,500
18,115,703
18,151,088
6.64 %
Revolver
(3)(35)
First Lien
3M
L+6.00%
1.75 %
7.75 %
1/31/2020
1/31/2025
$450,000
450,000
443,250
0.16 %
SP EA Holdings, LLC Preferred Shares, Class A
(4)
Equity
1/31/2020
900,000 shares
900,000
560,000
0.20 %
Total
$
19,465,703
$
19,154,338
7.00 %
Empirix Holdings I, Inc.
Billerica, MA
Common Shares, Class A
(4)
Equity
11/1/2013
Software
1,304 shares
1,304,232
1,760,000
0.64 %
Common Shares, Class B
(4)
Equity
11/1/2013
1,317,406 shares
13,174
20,000
0.01 %
Total
$
1,317,406
$
1,780,000
0.65 %
Energy Labs Holding Corp.
Houston, TX
Common Stock
(4)
Equity
9/29/2016
Energy:
Oil & Gas
598 shares
598,182
1,040,000
0.38 %
Exacta Land Surveyors, LLC
(23)(25)
Cleveland, OH
Term Loan (SBIC)
(2)(35)
First Lien
3M
L+5.75%
1.50 %
7.25 %
2/8/2019
2/8/2024
Services:
Business
$16,714,375
16,488,364
16,547,231
6.05 %
SP ELS Holdings LLC, Class A Common Units
(4)
Equity
2/8/2019
1,069,143 shares
1,069,143
720,000
0.26 %
Total
$
17,557,507
$
17,267,231
6.31 %
EOS Fitness Holdings, LLC
Phoenix, AZ
Preferred Units
(4)
Equity
12/30/2014
Hotel,
Gaming, &
Leisure
118 shares
0
10,000
0.00 %
Class B Common Units
(4)
Equity
12/30/2014
3,017
shares
0
0
0.00 %
Total
$
0
$
10,000
0.00 %
104
TABLE OF CONTENTS
Investments
Footnotes
Security
Coupon
LIBOR
floor
Cash
PIK
Investment
Date
Maturity
Headquarters/
Industry
Principal
Amount/
Shares
Amortized
Cost
Fair Value (1)
% of
Net
Assets
Fast Growing Trees, LLC
(16)
Fort Mill, SC
Term Loan
(SBIC)
(2)(35)
First Lien
3M
L+6.75%
1.00 %
7.75 %
2/5/2018
02/05/23
Retail
$14,992,490
14,850,620
14,992,490
5.48 %
SP FGT Holdings, LLC, Class A Common
(4)
Equity
2/5/2018
1,000,000 shares
983,851
3,140,000
1.15 %
Total
$
15,834,471
$
18,132,490
6.63 %
FB Topco, Inc.
Camden, NJ
Term Loan
(13)(22)
First Lien
6M
L+6.35%
1.00 %
9.52 %
6/27/2018
4/24/2023
Education
$20,550,738
20,322,696
20,447,984
7.48 %
Delayed Draw Term Loan
(13)(22)
First Lien
6M
L+6.35%
1.00 %
9.55 %
6/27/2018
4/24/2023
$1,126,758
1,126,758
1,121,124
0.41 %
Total
$
21,449,454
$
21,569,108
7.89 %
GK Holdings, Inc.
Cary, NC
Term Loan
(33)(35)
Second Lien
3M
L+10.25%
1.00 %
0.00 %
1/30/2015
1/20/2022
Education
$5,000,000
4,979,153
2,925,000
1.07 %
General LED OPCO, LLC
San Antonio, TX
Term Loan
(35)
Second Lien
3M
L+9.00%
1.50 %
10.50 %
5/1/2018
11/1/2023
Services:
Business
$4,500,000
4,447,700
3,690,000
1.35 %
GS HVAM Intermediate, LLC
(34)
Carlsbad, CA
Term Loan
(35)
First Lien
1M
L+5.75%
1.00 %
6.75 %
10/18/2019
10/2/2024
Beverage,
Food, &
Tobacco
$12,895,506
12,792,753
12,895,506
4.72 %
HV GS Acquisition, LP Class A Interests
(4)
Equity
6/29/2018
1,796
shares
1,618,844
2,460,000
0.90 %
Total
$
14,411,597
$
15,355,506
5.62 %
Grupo HIMA San Pablo, Inc., et al
San Juan, PR
Term Loan
(27)(35)
First Lien
3M
L+7.00%
1.50 %
8.50 %
2/1/2013
1/31/2018
Healthcare &
Pharmaceuticals
$4,503,720
4,503,720
2,589,639
0.95 %
Term Loan
(15)(27)
Second Lien
13.75%
0.00 %
2/1/2013
7/31/2018
$4,109,524
4,109,524
0
0.00 %
Total
$
8,613,244
$
2,589,639
0.95 %
I2P Holdings, LLC
Cleveland, OH
Series A Preferred
(4)
Equity
1/31/2018
Services:
Business
750,000 shares
750,000
3,160,000
1.16 %
Ian, Evan & Alexander Corporation
(36)
Reston, VA
Term Loan
(SBIC)
(2)(35)
First Lien
3M
L+8.50%
1.00 %
9.50 %
7/31/2020
7/31/2025
Services:
Business
$7,140,425
7,005,287
7,069,020
2.59 %
EC Defense Holding, Class B Units (SBIC)
(2)(4)
Equity
7/31/2020
20,054
shares
500,000
690,000
0.25 %
Total
$
7,505,287
$
7,759,020
2.84 %
ICD Holdings, LLC
San Francisco, CA
Class A Preferred
(4)(5)
Equity
1/1/2018
9,962 shares
474,182
2,090,000
0.76 %
Industry Dive, Inc.
Washington, D.C.
Term Loan
(SBIC)
(2)(35)
First Lien
1M
L+6.75%
1.00 %
7.75 %
7/17/2020
8/30/2024
Services:
Business
$7,015,841
6,887,907
6,980,762
2.55 %
Revolver
(35)(37)
First Lien
1M
L+6.75%
1.00 %
7.75 %
7/17/2020
8/30/2024
$50,000
50,000
49,750
0.02 %
Total
$
6,937,907
$
7,030,512
2.57 %
Integrated Oncology Network, LLC
(30)
Newport Beach,
CA
Term Loan
(35)
First Lien
3M
L+5.50%
1.50 %
7.00 %
7/17/2019
6/24/2024
Healthcare &
Pharmaceuticals
$16,470,413
16,227,281
16,470,413
6.03 %
Revolver
(35)
First Lien
3M
L+5.50%
1.50 %
7.00 %
7/17/2019
6/24/2024
$553,517
553,517
553,517
0.20 %
Total
$
16,780,798
$
17,023,930
6.23 %
Interstate Waste Services, Inc.
Amsterdam, OH
Common Units
(4)
Equity
10/30/2015
Environmental
Industries
21,925
shares
946,125
370,000
0.14 %
Intuitive Health, LLC
Plano, TX
Term Loan (SBIC II)
(9)(35)
First Lien
3M
L+6.00%
1.50 %
7.50 %
10/18/2019
10/18/2024
Healthcare &
Pharmaceuticals
$5,940,000
5,844,850
5,940,000
2.17 %
Term Loan
(35)
First Lien
3M
L+6.00%
1.50 %
7.50 %
10/18/2019
10/18/2024
$11,385,000
11,202,629
11,385,000
4.16 %
Legacy Parent, Inc. Class A Common
Units
(4)
Equity
10/30/2020
58 shares
125,000
130,000
Total
$
17,172,479
$
17,455,000
6.33 %
Invincible Boat Company, LLC
(28)
Opa Locka, FL
Term Loan (SBIC II)
(9)(35)
First Lien
3M
L+6.50%
1.50 %
8.00 %
8/28/2019
8/28/2025
Consumer
Goods:
Durable
$5,469,818
5,380,207
5,469,818
2.00 %
105
TABLE OF CONTENTS
Investments
Footnotes
Security
Coupon
LIBOR
floor
Cash
PIK
Investment
Date
Maturity
Headquarters/
Industry
Principal
Amount/
Shares
Amortized
Cost
Fair Value (1)
% of
Net
Assets
Term Loan
(35)
First Lien
3M
L+6.50%
1.50 %
8.00 %
8/28/2019
8/28/2025
$5,925,636
5,772,336
5,925,636
2.17 %
Revolver
(35)
First Lien
3M
L+6.50%
1.50 %
8.00 %
8/28/2019
8/28/2025
$284,091
284,091
284,091
Invincible Parent Holdco, LLC Class A Common Units
(4)
Equity
8/28/2019
1,000,000 shares
968,105
620,000
0.23 %
Total
$
12,404,739
$
12,299,545
4.40 %
J.R. Watkins, LLC
San Francisco, CA
Term Loan
(SBIC)
(2)
First Lien
7.00%
7.00 %
12/22/2017
12/22/2022
Consumer
Goods:
non-durable
$12,250,000
12,139,807
12,250,000
4.48 %
J.R. Watkins Holdings, Inc. Class A
Preferred
(4)
Equity
12/22/2017
1,133 shares
1,132,576
680,000
0.25 %
Total
$
13,272,383
$
12,930,000
4.73 %
Jurassic Acquisiton Corp.
Sparks, MD
Term Loan
(12)
First Lien
3M
L+5.50%
0.00 %
5.75 %
12/28/2018
11/15/2024
Metals &
Mining
$17,150,000
16,970,057
17,064,250
6.24 %
Kelleyamerit Holdings, Inc.
Walnut Creek, CA
Term Loan
(SBIC)
(2)(13)(22)
First Lien
3M
L+6.50%
1.00 %
8.89 %
12/24/2020
12/24/2025
Automotive
$9,750,000
9,557,708
9,557,708
3.50 %
Term Loan
(13)(22)
First Lien
3M
L+6.50%
1.00 %
8.89 %
12/24/2020
12/24/2025
$1,500,000
1,470,417
1,470,417
0.54 %
Total
$
11,028,125
$
11,028,125
4.04 %
KidKraft, Inc.
(38)
Dallas, TX
Term Loan
(22)(29)
First Lien
3M
L+5.00%
1.00 %
6.00 %
9/30/2016
8/15/2022
Consumer
Goods:
Durable
$1,580,487
1,580,487
1,580,487
0.58 %
KidKraft Group Holdings, LLC Preferred B Units
(4)
Equity
4/3/2020
4,000,000 shares
4,000,000
4,000,000
1.46 %
Total
$
5,580,487
$
5,580,487
2.04 %
Lynx FBO Operating, LLC
(31)
Houston, TX
Term Loan
(35)
First Lien
3M
L+5.75%
1.50 %
7.25 %
9/30/2019
9/30/2024
Aerospace &
Defense
$13,612,500
13,397,053
13,612,500
4.98 %
Lynx FBO Investments, LLC Class A-1 Common Units
(4)
Equity
9/30/2019
4,288 shares
593,480
690,000
0.25 %
Total
$
13,990,533
$
14,302,500
5.23 %
Madison Logic, Inc.
New York, NY
Term Loan
(SBIC)
(2)(35)
First Lien
1M
L+7.50%
0.50 %
8.00 %
11/30/2016
11/30/2021
Media:
Broadcasting &
Subscription
$4,323,985
4,314,586
4,323,985
1.58 %
Madison Logic Holdings, Inc. Common Stock (SBIC)
(2)(4)
Equity
11/30/2016
5,000 shares
50,000
70,000
0.03 %
Madison Logic Holdings, Inc. Series A Preferred Stock (SBIC)
(2)(4)
Equity
11/30/2016
4,500 shares
450,000
670,000
0.25 %
Total
$
4,814,586
$
5,063,985
1.86 %
Mobile Acquisition Holdings, LP
Santa Clara, CA
Class A Common Units
(4)
Equity
11/1/2016
Software
750 units
455,385
2,650,000
0.97 %
Munch’s Supply, LLC
New Lenox, IL
Term Loan
(35)
First Lien
3M
L+6.25%
1.00 %
7.25 %
4/11/2019
4/11/2024
Capital
Equipment
$7,229,111
7,178,680
7,229,111
2.64 %
Delayed Draw Term Loan
(20)(35)
First Lien
3M
L+6.25%
1.00 %
7.25 %
4/11/2019
4/11/2024
$649,111
640,345
649,111
0.24 %
Cool Supply Holdings, LLC Class A
Common Units
(4)
Equity
4/11/2019
500,000 units
496,362
710,000
0.26 %
Total
$
8,315,387
$
8,588,222
3.14 %
National Trench Safety, LLC, et al
Houston, TX
Term Loan
(SBIC)
(2)
Second Lien
11.50%
11.50 %
3/31/2017
3/31/2022
Construction &
Building
$10,000,000
9,946,055
10,000,000
3.66 %
NTS Investors, LP Class A Common
Units
(4)
Equity
3/31/2017
2,335 units
500,000
750,000
0.27 %
Total
$
10,446,055
$
10,750,000
3.93 %
Naumann/Hobbs Material Handling Corporation II, Inc.
(32)
Phoenix, AZ
Term Loan (SBIC II)
(9)(35)
First Lien
3M
L+6.25%
1.50 %
7.75 %
8/30/2019
8/30/2024
Services:
Business
$5,817,693
5,727,857
5,817,693
2.13 %
Term Loan
(35)
First Lien
3M
L+6.25%
1.50 %
7.75 %
8/30/2019
8/30/2024
$9,225,593
9,083,133
9,225,593
3.37 %
CGC NH, Inc. Common Units
(4)
Equity
8/30/2019
123 shares
440,758
570,000
0.21 %
Total
$
15,251,748
$
15,613,286
5.71 %
NGS US Finco, LLC
Bradford, PA
Term Loan
(SBIC)
(2)(35)
Second Lien
1M
L+8.50%
1.00 %
9.50 %
10/1/2018
4/1/2026
Utilities:
Oil & Gas
$10,000,000
9,884,148
9,900,000
3.62 %
106
TABLE OF CONTENTS
Investments
Footnotes
Security
Coupon
LIBOR
floor
Cash
PIK
Investment
Date
Maturity
Headquarters/
Industry
Principal
Amount/
Shares
Amortized
Cost
Fair Value (1)
% of
Net
Assets
NS412, LLC
Dallas, TX
Term Loan
(35)
Second Lien
3M
L+8.50%
1.00 %
9.50 %
5/6/2019
11/6/2025
Services:
Consumer
$7,615,000
7,492,970
7,462,700
2.73 %
NS Group Holding Company, LLC Class A Common Units
(4)
Equity
5/6/2019
750 shares
750,000
550,000
0.20 %
Total
$
8,242,970
$
8,012,700
2.93 %
NuMet Machining Techniques, LLC
Birmingham, UK
Term Loan
(5)(35)
Second Lien
3M
L+9.00%
2.00 %
11.00 %
11/5/2019
5/5/2026
Aerospace &
Defense
$11,700,000
11,495,790
11,056,500
4.04 %
Bromford Industries Limited Term
Loan
(5)(35)
Second Lien
3M
L+9.00%
2.00 %
11.00 %
11/5/2019
5/5/2026
$7,800,000
7,663,860
7,371,000
2.70 %
Bromford Holdings, L.P. Class A Membership
Units
(4)(5)
Equity
11/5/2019
1,000,000 shares
1,000,000
300,000
0.11 %
Total
$
20,159,650
$
18,727,500
6.85 %
Nutritional Medicinals, LLC
(24)
Centerville, OH
Term Loan
(35)
First Lien
3M
L+6.00%
1.00 %
7.00 %
11/15/2018
11/15/2023
Healthcare &
Pharmaceuticals
$13,270,451
13,106,025
13,270,451
4.85 %
Functional Aggregator, LLC Common Units
(4)
Equity
11/15/2018
12,500 shares
1,250,000
1,180,000
0.43 %
Total
$
14,356,025
$
14,450,451
5.28 %
PCP MT Aggregator Holdings, L.P.
Oak Brook, IL
Common LP
Units
(4)
Equity
3/29/2019
Finance
750,000 shares
0
1,490,000
0.55 %
PCS Software, Inc.
Shenandoah, Tx
Term Loan
(SBIC)
(2)(35)
First Lien
3M
L+5.75%
1.50 %
7.25 %
7/1/2019
7/1/2024
Transportation
&
Logistics
$1,970,000
1,940,669
1,970,000
0.72 %
Term Loan
(35)
First Lien
3M
L+5.75%
1.50 %
7.25 %
7/1/2019
7/1/2024
$15,021,250
14,797,600
15,021,250
5.50 %
Delayed Draw Term Loan
(35)
First Lien
3M
L+5.75%
1.50 %
7.25 %
7/1/2019
7/1/2024
$992,500
992,500
992,500
0.36 %
Revolver
(35)(11)
First Lien
3M
L+5.75%
1.50 %
7.25 %
7/1/2019
7/1/2024
$571,195
571,195
571,195
0.21 %
PCS Software Holdings, LLC Class A
Preferred Units
(4)
Equity
7/1/2019
325,000 shares
325,000
330,000
0.12 %
PCS Software Holdings, LLC Class A-2 Preferred Units
(4)
Equity
11/12/2020
63,312 shares
63,312
60,000
0.02 %
Total
$
18,690,276
$
18,944,945
6.93 %
Pioneer Transformers, L.P.
Franklin, WI
Term Loan (SBIC II)
(9)(35)
First Lien
6M
L+6.00%
1.50 %
7.50 %
11/22/2019
8/16/2024
Capital
Equipment
$4,937,500
4,868,043
4,937,500
1.81 %
Premiere Digital Services, Inc.
Los Angeles, CA
Term Loan
(SBIC)
(2)(13)(22)
First Lien
3M
L+5.50%
1.50 %
8.24 %
10/18/2018
10/18/2023
Media:
Broadcasting &
Subscription
$9,992,518
9,807,217
9,992,518
3.66 %
Term Loan
(13)(22)
First Lien
3M
L+5.50%
1.50 %
8.24 %
10/18/2018
10/18/2023
$2,428,772
2,385,098
2,428,772
0.89 %
Premiere Digital Holdings, Inc., Common Stock
(4)
Equity
10/18/2018
5,000 shares
50,000
150,000
0.05 %
Premiere Digital Holdings, Inc., Preferred Stock
(4)
Equity
10/18/2018
4,500 shares
314,550
1,320,000
0.48 %
Total
$
12,556,865
$
13,891,290
5.08 %
Protect America, Inc.
Austin TX
Term Loan
(SBIC)
(2)(6)(26)(35)
Second Lien
3M
L+7.75%
1.00 %
0.00 %
8/30/2017
10/30/2020
Services:
Consumer
$17,979,749
17,979,749
2,786,861
1.02 %
Sales Benchmark Index, LLC
(7)(14)
Dallas, TX
Term Loan
(35)
First Lien
3M
L+6.00%
1.75 %
7.75 %
1/7/2020
1/7/2025
Services:
Business
$14,315,976
14,076,964
14,315,976
5.24 %
SBI Holdings Investments, LLC Class A Preferred Units
(4)
Equity
1/7/2020
66,573 units
665,730
590,000
0.22 %
Total
$
14,742,694
$
14,905,976
5.46 %
Skopos Financial, LLC
Irving, TX
Term Loan
(5)
Unsecured
12.00%
12.00 %
1/31/2014
1/31/2021
Finance
$15,500,000
15,500,000
14,415,000
5.27 %
Skopos Financial Group, LLC Series A Preferred Units
(4)(5)
Equity
1/31/2014
1,120,684
units
1,162,544
320,000
0.12 %
Total
$
16,662,544
$
14,735,000
5.39 %
SQAD, LLC
Tarrytown, NY
Term Loan
(SBIC)
(2)(35)
First Lien
3M
L+6.50%
1.00 %
7.50 %
12/22/2017
12/22/2022
Media:
Broadcasting &
Subscription
$14,333,594
14,299,486
14,333,594
5.24 %
SQAD Holdco, Inc. Preferred Shares,
Series A (SBIC)
(2)(4)
Equity
10/31/2013
5,624 shares
156,001
1,010,000
0.37 %
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TABLE OF CONTENTS
Investments
Footnotes
Security
Coupon
LIBOR
floor
Cash
PIK
Investment
Date
Maturity
Headquarters/
Industry
Principal
Amount/
Shares
Amortized
Cost
Fair Value (1)
% of
Net
Assets
SQAD Holdco, Inc. Common Shares
(SBIC)
(2)(4)
Equity
10/31/2013
5,800 shares
62,485
120,000
0.04 %
Total
$
14,517,972
$
15,463,594
5.65 %
TechInsights, Inc.
Ottawa,
Ontario
Term Loan
(5)(13)(22)
First Lien
3M
L+6.00%
1.00 %
8.33 %
8/16/2017
10/2/2023
High Tech
Industries
$21,540,925
21,318,659
21,540,925
7.88 %
Time Manufacturing Acquisition, LLC
Waco, TX
Term Loan
(6)
Unsecured
11.50%
10.75 %
0.75 %
2/3/2017
8/3/2023
Capital
Equipment
$6,385,182
6,321,825
6,385,182
2.34 %
Time Manufacturing Investments, LLC Class A Common Units
(4)
Equity
2/3/2017
5,000 units
500,000
770,000
0.28 %
Total
$
6,821,825
$
7,155,182
2.62 %
TFH Reliability, LLC
Houston, TX
Term Loan
(SBIC)
(2)(35)
Second Lien
3M
L+10.75%
0.80 %
11.55 %
10/21/2016
9/30/2023
Chemicals,
Plastics, &
Rubber
$5,875,000
5,837,336
5,728,125
2.10 %
TFH Reliability Group, LLC Class A-1 Units
(4)
Equity
6/29/2020
27,129 shares
21,511
10,000
0.00 %
TFH Reliability Group, LLC Class A
Common Units
(4)
Equity
10/21/2016
250,000 shares
231,521
170,000
0.06 %
Total
$
6,090,368
$
5,908,125
2.16 %
U.S. Auto Sales, Inc.
et al
Lawrenceville, GA
USASF Blocker II, LLC Common
Units
(4)(5)
Equity
6/8/2015
Finance
441 units
441,000
710,000
0.26 %
USASF Blocker III, LLC Series C Preferred Units
(4)(5)
Equity
2/13/2018
125 units
125,000
200,000
0.07 %
USASF Blocker IV, LLC Units
(4)(5)
Equity
5/27/2020
110 units
110,000
180,000
0.07 %
USASF Blocker LLC Common Units
(4)(5)
Equity
6/8/2015
9,000 units
9,000
10,000
0.00 %
Total
$
685,000
$
1,100,000
0.40 %
Venbrook Buyer, LLC
Los Angeles, CA
Term Loan
(SBIC)
(2)(35)
First Lien
3M
L+6.50%
1.50 %
8.00 %
3/13/2020
3/13/2026
Services:
Business
$13,084,458
12,851,226
12,953,614
4.74 %
Term Loan
(35)
First Lien
3M
L+6.50%
1.50 %
8.00 %
3/13/2020
3/13/2026
$148,875
146,221
147,386
0.05 %
Revolver
(35)
First Lien
6M
L+6.50%
1.50 %
8.00 %
3/13/2020
3/13/2026
$2,222,222
2,222,222
2,200,000
0.80 %
Delayed Draw Term Loan
(19)(35)
First Lien
1M
L+6.50%
1.50 %
8.00 %
3/13/2020
3/13/2026
$1,333,333
1,320,000
1,320,000
Venbrook Holdings, LLC Common Units
(4)
Equity
3/13/2020
534,959 shares
531,463
480,000
0.18 %
Total
$
17,071,132
$
17,101,000
5.77 %
Vortex Companies, LLC
Houston, TX
Term Loan (SBIC II)
(9)(35)
Second Lien
3M L+9.50%
1.00 %
10.50 %
12/21/2020
6/21/2026
Environmental
Industries
$10,000,000
9,800,000
9,800,000
3.59 %
VRI Ultimate Holdings, LLC
Franklin, OH
Class A Preferred Units
(4)
Equity
5/31/2017
Healthcare &
Pharmaceuticals
326,797 shares
500,000
580,000
0.21 %
Whisps Acquisiton Corp.
Elgin, IL
Term Loan
(35)
First Lien
6M
L+6.00%
1.00 %
7.00 %
4/26/2019
4/18/2025
Beverage,
Food, &
Tobacco
$7,791,667
7,682,302
7,791,667
2.85 %
Whisps Holding LP Class A Common Units
(4)
Equity
4/18/2019
500,000 shares
500,000
710,000
0.26 %
Total
$
8,182,302
$
8,501,667
3.11 %
Wise Parent Company, LLC
Salt Lake City, UT
Membership
Units
(4)
Equity
8/27/2018
Beverage,
Food, &
Tobacco
6 units
0
760,000
0.28 %
Total Non-controlled, non-affiliated investments
$
658,628,966
$
653,424,495
239.03 %
Net Investments
$
658,628,966
$
653,424,495
239.03 %
LIABILITIES IN EXCESS OF OTHER ASSETS
$
(380,063,846 )
(139.03 )%
NET ASSETS
$
273,360,649
100.00 %
(1)
See Note 1 of the Notes to the Consolidated Financial Statements for a discussion of the methodologies used to value securities in the portfolio.
(2)
Investments held by the SBIC subsidiary (as defined in Note 1), which include $14,750,888 of cash and $228,144,990 of investments (at cost), are excluded from the obligations to the lenders of the Credit Facility (as defined in Note 9). Stellus
108
TABLE OF CONTENTS
Capital Investment Corporation’s (“the Company”) obligations to the lenders of the Credit Facility are secured by a first priority security interest in all investments and cash and cash equivalents, except for cash and investments held by the SBIC subsidiaries (as defined in Note 1).
(3)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $2,250,000, with an interest rate of LIBOR plus 6.00% and a maturity of January 31, 2025. This investment is accruing an unused commitment fee of 0.50% per annum.
(4)
Security is non-income producing.
(5)
The investment is not a “qualifying asset” under the Investment Company Act of 1940, as amended. The Company may not acquire any non-qualifying assets unless, at the time of the acquisition, qualifying assets represent at least 70% of the Company’s total assets. Qualifying assets represent approximately 91% of the Company’s total assets as of December 31, 2020.
(6)
Represents a PIK interest security. At the option of the issuer, interest can be paid in cash or cash and PIK interest. The percentage of PIK interest shown is the maximum PIK interest that can be elected by the issuer.
(7)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $1,331,461, with an interest rate of LIBOR plus 6.00% and a maturity of January 7, 2025. This investment is accruing an unused commitment fee of 0.50% per annum.
(8)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $100,000, with an interest rate of LIBOR plus 6.00% and a maturity of November 20, 2026. This investment is accruing an unused commitment fee of 0.50% per annum.
(9)
Investments held by the SBIC II subsidiary (as defined in Note 1), which include $2,653,295 of cash and $43,391,392 of investments (at cost), are excluded from the obligations to the lenders of the Credit Facility. The Company’s obligations to the lenders of the Credit Facility are secured by a first priority security interest in all investments and cash and cash equivalents, except for cash and investments held by the SBIC subsidiaries.
(10)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $909,091, with an interest rate of LIBOR plus 5.75% and a maturity of November 1, 2025. This investment is accruing an unused commitment fee of 0.50% per annum.
(11)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $746,948, with an interest rate of LIBOR plus 5.75% and a maturity of July 1, 2024. This investment is accruing an unused commitment fee of 0.50% per annum.
(12)
These loans have LIBOR floors which are lower than the applicable LIBOR rates; therefore, the floors are not in effect.
(13)
These loans are last-out term loans with contractual rates higher than the applicable LIBOR rates; therefore, the floors are not in effect.
(14)
Excluded from the investment is an undrawn delayed draw term loan commitment in an amount not to exceed $3,328,652, with an interest rate of LIBOR plus 6.00% and a maturity of January 7, 2025. This investment is accruing an unused commitment fee of 0.50% per annum.
(15)
Investment has been on non-accrual since October 31, 2017.
(16)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $1,000,000, with an interest rate of LIBOR plus 6.75% and a maturity of February 5, 2023. This investment is accruing an unused commitment fee of 0.50% per annum.
(17)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $666,667, with an interest rate of LIBOR plus 5.00% and a maturity of June 29, 2022. This investment is accruing an unused commitment fee of 0.50% per annum.
(18)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $750,000, with an interest rate of LIBOR plus 7.50% and a maturity of April 13, 2023. The Company has full discretion to fund the revolver commitment.
(19)
Excluded from the investment is an undrawn delayed draw term loan commitment in an amount not to exceed $3,111,111, with an interest rate of LIBOR plus 6.50% and a maturity of March 13, 2026. This investment is accruing an unused commitment fee of 0.50% per annum.
(20)
Excluded from the investment is an undrawn delayed draw term loan commitment in an amount not to exceed $1,511,111, with an interest rate of LIBOR plus 6.25% and a maturity of April 11, 2024. This investment is accruing an unused commitment fee of 1.00% per annum
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TABLE OF CONTENTS
(21)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $66,667 with an interest rate of LIBOR plus 6.50% and a maturity of December 21, 2025. This investment is accruing an unused commitment fee of 0.50% per annum.
(22)
This loan is a unitranche investment.
(23)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $1,500,000 with an interest rate of LIBOR plus 5.75% and a maturity of February 8, 2024. This investment is accruing an unused commitment fee of 0.50% per annum.
(24)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $2,000,000 with an interest rate of LIBOR plus 6.00% and a maturity of November 15, 2023. This investment is accruing an unused commitment fee of 0.50% per annum.
(25)
Excluded from the investment is an undrawn delayed draw term commitment in an amount not to exceed $4,000,000, with an interest rate of LIBOR plus 5.75% and a maturity of February 8, 2024. The Company has full discretion to fund the delayed draw term loan commitment.
(26)
Investment has been on non-accrual since June 28, 2019.
(27)
Maturity date is under ongoing negotiations with portfolio company and other lenders.
(28)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $1,136,364, with an interest rate of LIBOR plus 6.50% and a maturity of August 28, 2025. This investment is accruing an unused commitment fee of 0.50% per annum.
(29)
These loans are last-out term loans with contractual rates lower than the applicable LIBOR rates; therefore, the floors are in effect.
(30)
Excluded from the investment is an undrawn delayed draw term loan commitment in an amount not to exceed $2,767,584, with an interest rate of LIBOR plus 5.50% and a maturity of June 24, 2024. This investment is accruing an unused commitment fee of 1.00% per annum.
(31)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $1,875,000, with an interest rate of LIBOR plus 5.75% and a maturity of September 30, 2024. This investment is accruing an unused commitment fee of 0.50% per annum.
(32)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $1,763,033, with an interest rate of LIBOR plus 6.25% and a maturity of August 30, 2024. This investment is accruing an unused commitment fee of 0.50% per annum.
(33)
Investment has been on non-accrual since January 1, 2020.
(34)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $2,651,515, with an interest rate of LIBOR plus 5.75% and a maturity of October 2, 2024. This investment is accruing an unused commitment fee of 0.50% per annum.
(35)
These loans have LIBOR Floors which are higher than the current applicable LIBOR rates; therefore, the floors are in effect.
(36)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $100,000, with an interest rate of LIBOR plus 8.50% and a maturity of July 31, 2025. This investment is accruing an unused commitment fee of 0.50% per annum. This undrawn revolver commitment is held by SBIC I.
(37)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $50,000, with an interest rate of LIBOR plus 6.75% and a maturity of August 30, 2024. This investment is accruing an unused commitment fee of 0.50% per annum.
(38)
Instrument was restructured into a first lien term loan and preferred equity on April 3, 2021.
Abbreviation Legend
PIK — Payment-In-Kind
L — LIBOR
Euro — Euro Dollar
110
TABLE OF CONTENTS
Stellus Capital Investment Corporation
Consolidated Schedule of Investments
December 31, 2019
Investments
Footnotes
Security
Coupon
LIBOR
floor
Cash
PIK
Investment
Date
Maturity
Headquarters/
Industry
Principal
Amount/
Shares
Amortized
Cost
Fair
Value (1)
% of
Net
Assets
Non-controlled, non-affiliated investments
(2)(9)
Abrasive Products & Equipment, LLC,
et al
Deer Park, TX
Term Loan (SBIC)
(2)(12)
Second Lien
3M
L+10.50%
1.00 %
12.45 %
9/5/2014
3/5/2021
Chemicals,
Plastics, &
Rubber
$5,325,237
$
5,320,277
$
5,112,228
1.89 %
APE Holdings, LLC Class A Common Units
(4)
Equity
9/5/2014
375,000
units
375,000
160,000
0.06 %
Total
$
5,695,277
$
5,272,228
1.95 %
Adams Publishing Group, LLC
(3)
Greenville, TN
Term Loan
(12)
First Lien
3M
L+7.50%
1.00 %
9.44 %
8/3/2018
6/30/2023
Media:
Advertising,
Printing &
Publishing
$5,411,955
5,371,128
5,222,536
1.93 %
Delayed Draw Term Loan
(12)
First Lien
3M
L+7.50%
1.00 %
9.45 %
8/3/2018
6/30/2023
$173,277
173,277
167,213
0.06 %
Total
$
5,544,405
$
5,389,749
1.99 %
Advanced Barrier Extrusions, LLC
(8)
Rhinelander, WI
Term Loan (SBIC)
(2)(12)
First Lien
3M
L+5.75%
1.00 %
7.70 %
8/8/2018
8/8/2023
Containers,
Packaging &
Glass
$14,286,000
14,056,286
14,214,570
5.25 %
GP ABX Holdings Partnership, L.P. Common Stock
(4)
Equity
8/8/2018
250,000
units
250,000
350,000
0.13 %
Total
$
14,306,286
$
14,564,570
5.38 %
Apex Environmental Resources Holdings,
LLC
Amsterdam, OH
Common Units
(4)
Equity
10/30/2015
Environmental
Industries
945 shares
945
0
0.00 %
Preferred Units
(4)
Equity
10/30/2015
945 shares
945,179
540,000
0.20 %
Total
$
946,124
$
540,000
0.20 %
APG Intermediate Sub 2 Corp.
Castle Rock, CO
Term Loan
(22)
First Lien
P+5.00%
1.00 %
9.75 %
11/30/2018
11/30/2023
Aerospace &
Defense
$9,925,000
9,740,191
10,024,250
3.70 %
APG Holdings, LLC Class A Preferred Units
(4)
Equity
11/30/2018
1,127,652
units
1,127,652
2,420,000
0.89 %
Total
$
10,867,843
$
12,444,250
4.59 %
Atmosphere Aggregator Holdings II,
LP
Atlanta, GA
Common Units
(4)
Equity
1/26/2016
Services:
Business
254,250
units
0
1,100,000
0.41 %
Stratose Aggregator Holdings, LP
Common Units
(4)
Equity
6/30/2015
750,000
units
0
3,250,000
1.20 %
Total
$
0
$
4,350,000
1.61 %
ASC Communications, LLC
(7)
Chicago, IL
Term Loan (SBIC)
(2)(12)
First Lien
1M
L+6.25%
1.00 %
8.05 %
6/29/2017
6/29/2023
Healthcare &
Pharmaceuticals
$4,537,037
4,511,837
4,514,352
1.67 %
Term Loan
(12)
First Lien
1M
L+6.25%
1.00 %
8.05 %
2/4/2019
6/29/2023
$7,712,963
7,634,025
7,674,398
2.84 %
ASC Communications Holdings, LLC Class A Preferred Units
(SBIC)
(2)(4)
Equity
6/29/2017
73,529
shares
90,895
580,000
0.21 %
Total
$
12,236,757
$
12,768,750
4.72 %
BFC Solmetex, LLC
(23)
Nashville, TN
Revolver
(12)(19)
First Lien
3M
L+6.50%
1.00 %
8.45 %
4/2/2018
9/26/2023
Environmental
Industries
$1,650,367
1,650,367
1,584,352
0.59 %
Term Loan (SBIC)
(2)(12)
First Lien
3M
L+6.50%
1.00 %
8.45 %
4/2/2018
9/26/2023
$11,592,818
11,468,077
11,129,105
4.11 %
Bonded Filter Co. LLC, Term Loan (SBIC)
(2)(12)
First Lien
3M
L+6.50%
1.00 %
8.45 %
4/2/2018
9/26/2023
$1,205,073
1,192,107
1,156,870
0.43 %
Total
$
14,310,551
$
13,870,327
5.13 %
BW DME Acquisition, LLC
Tempe, AZ
Term Loan (SBIC)
(2)(13)(22)
First Lien
3M
L+6.00%
1.00 %
9.59 %
8/24/2017
8/24/2022
Healthcare &
Pharmaceuticals
$16,695,804
16,392,213
16,445,367
6.08 %
BW DME Holdings, LLC, Term Loan
(6)
Unsecured
17.50%
17.50 %
6/1/2018
6/30/2020
$329,504
329,504
329,504
0.12 %
BW DME Holdings, LLC Class A-1 Preferred Units
(4)
Equity
8/24/2017
1,000,000
shares
1,000,000
1,110,000
0.41 %
See accompanying notes to these consolidated financial statements.
111
TABLE OF CONTENTS
Investments
Footnotes
Security
Coupon
LIBOR
floor
Cash
PIK
Investment
Date
Maturity
Headquarters/
Industry
Principal
Amount/
Shares
Amortized
Cost
Fair
Value (1)
% of
Net
Assets
BW DME Holdings, LLC Class A-2 Preferred Units
(4)
Equity
1/26/2018
937,261
shares
937,261
1,040,000
0.38 %
Total
$
18,658,978
$
18,924,871
6.99 %
Café Valley, Inc.
Phoenix, AZ
Term Loan
(12)
First Lien
3M
L+6.00%
1.25 %
7.95 %
8/28/2019
8/28/2024
Beverage,
Food, &
Tobacco
$17,575,000
17,242,956
17,399,250
6.43 %
CF Topco LLC, Common Units
(4)
Equity
8/28/2019
8,810
shares
880,952
860,000
0.32 %
Total
$
18,123,908
$
18,259,250
6.75 %
C.A.R.S. Protection Plus, Inc.
Murrysville, PA
Term Loan
(12)
First Lien
1M
L+8.50%
0.50 %
10.30 %
12/31/2015
12/31/2020
Automotive
$94,003
$
93,553
$
94,003
0.03 %
Term Loan (SBIC)
(2)(12)
First Lien
1M
L+8.50%
0.50 %
10.30 %
12/31/2015
12/31/2020
$7,332,210
7,297,083
7,332,210
2.71 %
CPP Holdings LLC Class A Common Units
(4)
Equity
12/31/2015
149,828
shares
149,828
240,000
0.09 %
Total
$
7,540,464
$
7,666,213
2.83 %
Colford Capital Holdings, LLC
New York, NY
Preferred Units
(4)(5)
Equity
8/20/2015
Finance
38,893
units
195,036
20,000
0.01 %
Condor Borrower, LLC
Clifton, NJ
Term Loan
(12)
Second Lien
3M
L+8.75%
1.00 %
10.68 %
10/27/2017
4/27/2025
Software
$13,750,000
13,534,399
13,406,250
4.95 %
Condor Top Holdco Limited Convertible Preferred Shares
(4)
Equity
10/27/2017
500,000
shares
442,197
330,000
0.12 %
Condor Holdings Limited Preferred Shares, Class B
(4)
Equity
10/27/2017
500,000
shares
57,804
40,000
0.01 %
Total
$
14,034,400
$
13,776,250
5.08 %
Convergence Technologies, Inc.
Indianpolis, IN
Term Loan (SBIC)
(2)(12)
First Lien
3M
L+6.75%
1.50 %
8.70 %
8/31/2018
8/30/2024
Services:
Business
$7,053,571
6,937,850
6,983,036
2.58 %
Term Loan
(12)
First Lien
3M
L+6.75%
1.50 %
8.70 %
2/28/2019
8/30/2024
$1,417,857
1,392,977
1,403,679
0.52 %
Delayed Draw Term Loan
(12)
First Lien
3M
L+6.75%
1.50 %
8.70 %
8/31/2018
8/30/2024
$5,303,571
5,303,571
5,250,536
1.94 %
Tailwind Core Investor, LLC Class A Preferred Units
(4)
Equity
8/31/2018
4,275
units
429,614
360,000
0.13 %
Total
$
14,064,012
$
13,997,251
5.17 %
Data Centrum Communications, Inc.
Montvale, NJ
Term Loan
(12)
First Lien
3M
L+5.50%
1.00 %
7.44 %
5/15/2019
5/15/2024
Media:
Advertising,
Printing &
Publishing
$16,168,750
15,881,567
15,845,375
5.86 %
Health Monitor Holdings, LLC Seires A Preferred Units
(4)
Equity
5/15/2019
1,000,000
shares
1,000,000
730,000
0.27 %
Total
$
16,881,567
$
16,575,375
6.13 %
Douglas Products Group, LP
Liberty, MO
Class A Common Units
(4)
Equity
12/27/2018
Chemicals,
Plastics, &
Rubber
322 shares
139,656
490,000
0.18 %
DRS Holdings III, Inc.
St. Louis, MO
Term Loan
(12)
First Lien
1M
L+5.75%
1.00 %
7.55 %
11/1/2019
11/1/2025
Consumer
Goods:
Durable
$10,000,000
9,902,215
9,902,215
3.66 %
Revolver
(10)(12)
First Lien
1M
L+5.75%
1.00 %
7.55 %
11/1/2019
11/1/2025
$36,364
36,364
36,008
0.01 %
Total
$
9,938,579
$
9,938,223
3.67 %
DTE Enterprises, LLC
(18)
Roselle, IL
Term Loan
(12)
First Lien
1M
L+7.50%
1.50 %
9.24 %
4/13/2018
4/13/2023
Energy:
Oil & Gas
$10,991,941
10,836,199
10,772,102
3.98 %
DTE Holding Company, LLC Common Shares, Class A-2
(4)
Equity
4/13/2018
776,316
shares
466,204
1,000,000
0.37 %
DTE Holding Company, LLC Preferred Shares, Class AA
(4)
Equity
4/13/2018
723,684
shares
723,684
940,000
0.35 %
Total
$
12,026,087
$
12,712,102
4.70 %
Empirix Holdings I, Inc.
Billerica, MA
Common Shares, Class A
(4)
Equity
11/1/2013
Software
1,304 shares
1,304,232
0
0.00 %
Common Shares, Class B
(4)
Equity
11/1/2013
1,317,406
shares
13,174
0
0.00 %
Total
$
1,317,406
$
0
0.00 %
Energy Labs Holding Corp.
Houston, TX
Common Stock
(4)
Equity
9/29/2016
Energy:
Oil & Gas
598 shares
598,182
870,000
0.32 %
See accompanying notes to these consolidated financial statements.
112
TABLE OF CONTENTS
Investments
Footnotes
Security
Coupon
LIBOR
floor
Cash
PIK
Investment
Date
Maturity
Headquarters/
Industry
Principal
Amount/
Shares
Amortized
Cost
Fair
Value (1)
% of
Net
Assets
Exacta Land Surveyors, LLC
(14)(25)
Cleveland, OH
Term Loan (SBIC)
(2)(12)
First Lien
3M
L+5.75%
1.50 %
7.70 %
2/8/2019
2/8/2024
Services:
Business
$16,884,375
16,594,835
16,715,532
6.18 %
SP ELS Holdings LLC, Class A Common Units
(4)
Equity
2/8/2019
1,069,143
shares
1,069,143
880,000
0.33 %
Total
$
17,663,978
$
17,595,532
6.51 %
EOS Fitness Holdings, LLC
Phoenix, AZ
Preferred Units
(4)
Equity
12/30/2014
Hotel,
Gaming, &
Leisure
118 shares
0
530,000
0.20 %
Class B Common Units
(4)
Equity
12/30/2014
3,017 shares
0
10,000
0.00 %
Total
$
0
$
540,000
0.20 %
Fast Growing Trees, LLC
(16)
Fort Mill, SC
Term Loan (SBIC)
(2)(12)
First Lien
3M
L+7.75%
1.00 %
9.70 %
2/5/2018
02/05/23
Retail
$19,192,490
$
18,935,337
$
18,616,716
6.88 %
SP FGT Holdings, LLC, Class A Common
(4)
Equity
2/5/2018
1,000,000
shares
1,000,000
750,000
0.28 %
Total
$
19,935,337
$
19,366,716
7.16 %
FB Topco, Inc.
Camden, NJ
Term Loan
(13)(22)
First Lien
3M
L+6.35%
1.00 %
10.45 %
6/27/2018
4/24/2023
Education
$20,803,881
20,492,224
20,179,764
7.46 %
Delayed Draw Term Loan
(13)(22)
First Lien
3M
L+6.35%
1.00 %
10.48 %
6/27/2018
4/24/2023
$1,140,578
1,140,578
1,106,361
0.41 %
Total
$
21,632,802
$
21,286,125
7.87 %
Furniture Factory Outlet, LLC
Fort Smith, AR
Term Loan
First Lien
7.00%
7.00 %
6/10/2016
6/10/2021
Consumer
Goods:
Durable
$14,801,785
14,678,894
11,989,446
4.43 %
Furniture Factory Holdings, LLC
Term Loan
(6)
Unsecured
11.00%
11.00 %
6/10/2016
2/3/2021
$147,231
147,231
0
0.00 %
Furniture Factory Ultimate Holding, LP Common Units
(4)
Equity
6/10/2016
13,445
shares
94,569
0
0.00 %
Total
$
14,920,694
$
11,989,446
4.43 %
GK Holdings, Inc.
Cary, NC
Term Loan
(12)
Second Lien
3M
L+10.25%
1.00 %
12.19 %
1/30/2015
1/20/2022
Education
$5,000,000
4,961,969
4,375,000
1.62 %
General LED OPCO, LLC
San Antonio, TX
Term Loan
(12)
Second Lien
3M
L+9.00%
1.50 %
10.95 %
5/1/2018
11/1/2023
Services:
Business
$4,500,000
4,432,260
4,230,000
1.56 %
GS HVAM Intermediate, LLC
(21)(34)
Carlsbad, CA
Term Loan
(12)
First Lien
1M
L+5.75%
1.00 %
7.56 %
10/18/2019
10/2/2024
Beverage,
Food, &
Tobacco
$13,257,576
13,128,716
13,128,716
4.85 %
HV GS Acquisition, LP Class A Interests
(4)
Equity
6/29/2018
1,796
shares
1,618,844
1,620,000
0.60 %
Total
$
14,747,560
$
14,748,716
5.45 %
Grupo HIMA San Pablo, Inc., et al
San Juan, PR
Term Loan
(12)(27)
First Lien
3M
L+7.00%
1.50 %
8.94 %
2/1/2013
1/31/2018
Healthcare &
Pharmaceuticals
$4,503,720
4,503,720
3,490,383
1.29 %
Term Loan
(15)(27)
Second Lien
13.75%
0.00 %
2/1/2013
7/31/2018
$4,109,524
4,109,524
0
0.00 %
Total
$
8,613,244
$
3,490,383
1.29 %
ICD Intermediate Holdco 2, LLC
San Francisco, CA
Term Loan (SBIC)
(2)(5)(12)
Second Lien
3M
L+9.00%
1.00 %
10.95 %
1/1/2018
7/1/2024
Finance
$10,000,000
9,847,895
10,000,000
3.70 %
ICD Holdings, LLC, Class A Preferred
(4)(5)
Equity
1/1/2018
9,962
shares
496,405
1,030,000
0.38 %
Total
$
10,344,300
$
11,030,000
4.08 %
Integrated Oncology Network, LLC
(29)(30)
Newport
Beach, CA
Term Loan
(12)
First Lien
3M
L+5.50%
1.50 %
7.43 %
7/17/2019
6/24/2024
Healthcare &
Pharmaceuticals
$16,637,202
16,332,432
16,387,644
6.06 %
Intuitive Health, LLC
Plano, TX
Term Loan
(SBIC II)
(9)(12)
First Lien
3M
L+6.00%
1.50 %
7.95 %
10/18/2019
10/18/2024
Healthcare &
Pharmaceuticals
$6,000,000
5,883,278
5,883,278
2.17 %
Term Loan
(12)
First Lien
3M
L+6.00%
1.50 %
7.95 %
10/18/2019
10/18/2024
$11,500,000
11,276,284
11,276,284
4.17 %
Total
$
17,159,562
$
17,159,562
6.34 %
Invincible Boat Company, LLC
Opa Locka, FL
Term Loan (SBIC II)
(9)(12)
First Lien
3M
L+6.50%
1.50 %
8.45 %
8/28/2019
8/28/2025
Consumer
Goods:
Durable
$5,962,500
5,848,418
5,843,250
2.16 %
Term Loan
(12)
First Lien
3M
L+6.50%
1.50 %
8.45 %
8/28/2019
8/28/2025
$6,459,375
6,264,417
6,330,188
2.34 %
See accompanying notes to these consolidated financial statements.
113
TABLE OF CONTENTS
Investments
Footnotes
Security
Coupon
LIBOR
floor
Cash
PIK
Investment
Date
Maturity
Headquarters/
Industry
Principal
Amount/
Shares
Amortized
Cost
Fair
Value (1)
% of
Net
Assets
Revolver
(12)(28)
First Lien
3M
L+6.50%
1.50 %
8.45 %
8/28/2019
8/28/2025
$568,182
568,182
556,818
0.21 %
Invincible Parent Holdco, LLC Class A Common Units
(4)
Equity
8/28/2019
1,000,000
shares
982,099
1,090,000
0.40 %
Total
$
13,663,116
$
13,820,256
5.11 %
J.R. Watkins, LLC
San Francisco,
CA
Revolver
(12)
First Lien
1M
L+6.50%
1.25 %
8.30 %
12/22/2017
12/22/2022
Consumer
Goods:
non-durable
$1,750,000
1,750,000
1,470,000
0.54 %
Term Loan (SBIC)
(2)(12)
First Lien
1M
L+6.50%
1.25 %
8.30 %
12/22/2017
12/22/2022
$12,250,000
12,091,135
10,290,000
3.80 %
J.R. Watkins Holdings, Inc. Class A Preferred
(4)
Equity
12/22/2017
1,133 shares
1,132,576
10,000
0.00 %
Total
$
14,973,711
$
11,770,000
4.34 %
Jurassic Acquisiton Corp.
Sparks, MD
Term Loan
(12)
First Lien
1M
L+5.50%
0.00 %
7.30 %
12/28/2018
11/15/2024
Metals &
Mining
$17,325,000
$
17,103,044
$
17,325,000
6.40 %
Kelleyamerit Holdings, Inc.
Walnut Creek, CA
Term Loan (SBIC)
(2)(13)(22)
First Lien
3M
L+7.50%
1.00 %
10.03 %
3/30/2018
3/30/2023
Automotive
$9,750,000
9,611,438
9,555,000
3.53 %
KidKraft, Inc.
Dallas, TX
Term Loan
(6)
Second Lien
12.00%
11.00 %
1.00 %
9/30/2016
3/30/2022
Consumer
Goods:
Durable
$9,503,655
9,411,079
8,410,735
3.11 %
Lynx FBO Operating, LLC
(31)
Houston, TX
Term Loan
(12)
First Lien
3M
L+5.75%
1.50 %
7.86 %
9/30/2019
9/30/2024
Aerospace &
Defense
$13,750,000
13,486,379
13,486,379
4.98 %
Lynx FBO Investments, LLC Class A-1 Common Units
(4)
Equity
9/30/2019
3,704 shares
500,040
500,000
0.18 %
Total
$
13,986,419
$
13,986,379
5.16 %
Madison Logic, Inc.
New York, NY
Term Loan (SBIC)
(2)(12)
First Lien
1M
L+8.00%
0.50 %
9.80 %
11/30/2016
11/30/2021
Media:
Broadcasting &
Subscription
$4,581,402
4,561,449
4,581,402
1.69 %
Madison Logic Holdings, Inc. Common Stock
(SBIC)
(2)(4)
Equity
11/30/2016
5,000 shares
50,000
60,000
0.02 %
Madison Logic Holdings, Inc. Series A Preferred Stock
(SBIC)
(2)(4)
Equity
11/30/2016
4,500 shares
450,000
520,000
0.19 %
Total
$
5,061,449
$
5,161,402
1.90 %
Mobile Acquisition Holdings, LP
Santa Clara, CA
Class A Common Units
(4)
Equity
11/1/2016
Software
750
units
455,385
1,740,000
0.64 %
Munch’s Supply, LLC
(20)
New Lenox, IL
Term Loan
(12)
First Lien
3M
L+6.25%
1.00 %
8.35 %
4/11/2019
4/11/2024
Capital
Equipment
$7,960,000
7,890,332
7,880,400
2.91 %
Cool Supply Holdings, LLC Class A Common Units
(4)
Equity
4/11/2019
500,000
units
498,779
410,000
0.15 %
Total
$
8,389,111
$
8,290,400
3.06 %
National Trench Safety, LLC, et al
Houston, TX
Term Loan (SBIC)
(2)
Second Lien
11.50%
11.50 %
3/31/2017
3/31/2022
Construction &
Building
$10,000,000
9,908,323
10,000,000
3.70 %
NTS Investors, LP Class A Common Units
(4)
Equity
3/31/2017
2,335
units
500,000
500,000
0.18 %
Total
$
10,408,323
$
10,500,000
3.88 %
Naumann/Hobbs Material Handling
Corporation II, Inc.
(32)
Phoenix, AZ
Term Loan (SBIC II)
(9)(12)
First Lien
3M
L+6.25%
1.50 %
8.20 %
8/30/2019
8/30/2024
Services:
Business
$5,978,693
5,865,655
5,859,119
2.17 %
Term Loan
(12)
First Lien
3M
L+6.25%
1.50 %
8.20 %
8/30/2019
8/30/2024
$9,480,904
9,301,650
9,291,286
3.43 %
CGC NH, Inc. Common Units
(4)
Equity
8/30/2019
123 shares
440,758
400,000
0.15 %
Total
$
15,608,063
$
15,550,405
5.75 %
NGS US Finco, LLC
Bradford, PA
Term Loan (SBIC)
(2)(12)
Second Lien
1M
L+8.50%
1.00 %
10.30 %
10/1/2018
4/1/2026
Utilities:
Oil & Gas
$10,000,000
9,868,044
9,900,000
3.66 %
NS412, LLC
Dallas, TX
Term Loan
(12)
Second Lien
3M
L+8.50%
1.00 %
10.45 %
5/6/2019
11/6/2025
Services:
Consumer
$7,615,000
7,474,214
7,500,775
2.77 %
NS Group Holding Company, LLC Class A Common Units
(4)
Equity
5/6/2019
750 shares
750,000
810,000
0.30 %
Total
$
8,224,214
$
8,310,775
3.07 %
See accompanying notes to these consolidated financial statements.
114
TABLE OF CONTENTS
Investments
Footnotes
Security
Coupon
LIBOR
floor
Cash
PIK
Investment
Date
Maturity
Headquarters/
Industry
Principal
Amount/
Shares
Amortized
Cost
Fair
Value (1)
% of
Net
Assets
NuMet Machining Techniques, LLC
Birmingham,
UK
Term Loan
(5)(35)
Second Lien
6M L+9.00%
2.00 %
11.00 %
11/5/2019
5/5/2026
Aerospace &
Defense
$11,700,000
11,470,017
11,470,017
4.24 %
Bromford Industries Limited Term
Loan
(5)(35)
Second Lien
6M L+9.00%
2.00 %
11.00 %
11/5/2019
5/5/2026
$7,800,000
7,646,678
7,646,678
2.83 %
Bromford Holdings, L.P. Class A Membership Units
(4)(5)
Equity
11/5/2019
1,000,000
shares
1,000,000
1,000,000
0.37 %
Total
$
20,116,695
$
20,116,695
7.44 %
Nutritional Medicinals, LLC
(24)
Centerville, OH
Term Loan
(12)
First Lien
3M
L+6.00%
1.00 %
7.95 %
11/15/2018
11/15/2023
Healthcare &
Pharmaceuticals
$14,845,000
14,606,657
14,399,650
5.32 %
Functional Aggregator, LLC Common
Units
(4)
Equity
11/15/2018
12,500
shares
1,250,000
1,260,000
0.47 %
Total
$
15,856,657
$
15,659,650
5.79 %
PCP MT Aggregator Holdings, L.P.
Oak Brook, IL
Common LP Units
(4)
Equity
3/29/2019
Finance
750,000
shares
0
1,080,000
0.40 %
PCS Software, Inc.
(11)(33)
Shenandoah, Tx
Term Loan (SBIC)
(2)(12)
First Lien
3M
L+5.75%
1.50 %
7.70 %
7/1/2019
7/1/2024
Transportation &
Logistics
$1,990,000
$
1,953,461
$
1,960,150
0.72 %
Term Loan
(12)
First Lien
3M
L+5.75%
1.50 %
7.70 %
7/1/2019
7/1/2024
$15,173,750
14,895,138
14,946,144
5.52 %
PCS Software Holdings, LLC Class A Preferred Units
(4)
Equity
7/1/2019
325,000
shares
325,000
320,000
0.12 %
Total
$
17,173,599
$
17,226,294
6.36 %
Pioneer Transformers, L.P.
Franklin, WI
Term Loan (SBIC II)
(9)(12)
First Lien
1M
L+6.00%
1.50 %
7.79 %
11/22/2019
8/16/2024
Capital
Equipment
$4,987,500
4,901,484
4,901,484
1.81 %
Premiere Digital Services, Inc.
Los Angeles, CA
Term Loan (SBIC)
(2)(13)(22)
First Lien
3M
L+5.50%
1.50 %
8.73 %
10/18/2018
10/18/2023
Media:
Broadcasting &
Subscription
$9,992,518
9,753,256
9,842,630
3.64 %
Term Loan
(13)(22)
First Lien
3M
L+5.50%
1.50 %
8.73 %
10/18/2018
10/18/2023
$2,428,772
2,372,392
2,392,341
0.88 %
Premiere Digital Holdings, Inc., Common Stock
(4)
Equity
10/18/2018
5,000 shares
50,000
70,000
0.03 %
Premiere Digital Holdings, Inc., Preferred Stock
(4)
Equity
10/18/2018
4,500 shares
450,000
600,000
0.22 %
Total
$
12,625,648
$
12,904,971
4.77 %
Price for Profit, LLC
(17)
Cleveland, OH
Term Loan (SBIC)
(2)(12)
First Lien
3M
L+6.50%
1.00 %
8.45 %
1/31/2018
1/31/2023
Services:
Business
$3,887,657
3,836,120
3,887,657
1.44 %
I2P Holdings, LLC, Series A Preferred
(4)
Equity
1/31/2018
750,000
shares
750,000
2,800,000
1.03 %
Total
$
4,586,120
$
6,687,657
2.47 %
Protect America, Inc.
Austin TX
Term Loan (SBIC)
(2)(6)(12)(26)
Second Lien
3M
L+7.75%
1.00 %
0.00 %
8/30/2017
10/30/2020
Services:
Consumer
$17,979,749
17,851,392
5,034,330
1.86 %
Skopos Financial, LLC
Irving, TX
Term Loan
(5)
Unsecured
12.00%
12.00 %
1/31/2014
1/31/2021
Finance
$15,500,000
15,500,000
15,422,500
5.70 %
Skopos Financial Group, LLC Series A Preferred Units
(4)(5)
Equity
1/31/2014
1,120,684
units
1,162,544
1,110,000
0.41 %
Total
$
16,662,544
$
16,532,500
6.11 %
Specified Air Solutions, LLC
Buffalo, NY
Class A Common Units
(4)
Equity
6/30/2017
Construction &
Building
3,846 shares
0
250,000
0.09 %
SQAD, LLC
Tarrytown, NY
Term Loan (SBIC)
(2)(12)
First Lien
3M
L+6.50%
1.00 %
8.44 %
12/22/2017
12/22/2022
Media:
Broadcasting &
Subscription
$14,497,594
14,447,718
14,352,618
5.30 %
SQAD Holdco, Inc. Preferred Shares, Series A (SBIC)
(2)(4)
Equity
10/31/2013
5,624 shares
156,001
720,000
0.27 %
SQAD Holdco, Inc. Common Shares (SBIC)
(2)(4)
Equity
10/31/2013
5,800 shares
62,485
80,000
0.03 %
Total
$
14,666,204
$
15,152,618
5.60 %
TechInsights, Inc.
Ottawa, Ontario
Term Loan
(5)(13)(22)
First Lien
3M
L+6.00%
1.00 %
9.33 %
8/16/2017
10/2/2023
High Tech
Industries
$21,540,925
21,201,137
21,217,811
7.84 %
Time Manufacturing Acquisition, LLC
Waco, TX
Term Loan
(6)
Unsecured
11.50%
10.75 %
0.75 %
2/3/2017
8/3/2023
Capital
Equipment
$6,385,182
6,302,784
6,385,182
2.36 %
See accompanying notes to these consolidated financial statements.
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Investments
Footnotes
Security
Coupon
LIBOR
floor
Cash
PIK
Investment
Date
Maturity
Headquarters/
Industry
Principal
Amount/
Shares
Amortized
Cost
Fair
Value (1)
% of
Net
Assets
Time Manufacturing Investments,
LLC Class A Common Units
(4)
Equity
2/3/2017
5,000
units
500,000
660,000
0.24 %
Total
$
6,802,784
$
7,045,182
2.60 %
TFH Reliability, LLC
Houston, TX
Term Loan (SBIC)
(2)(12)
Second Lien
3M
L+10.75%
0.50 %
12.70 %
10/21/2016
4/21/2022
Chemicals,
Plastics, &
Rubber
$5,875,000
5,814,371
5,875,000
2.17 %
TFH Reliability Group, LLC Class A Common Units
(4)
Equity
10/21/2016
250,000
shares
231,521
220,000
0.08 %
Total
$
6,045,892
$
6,095,000
2.25 %
U.S. Auto Sales, Inc. et al
Lawrenceville,
GA
USASF Blocker II, LLC Common
Units
(4)(5)
Equity
6/8/2015
Finance
441
units
441,000
690,000
0.26 %
USASF Blocker III, LLC Series C
Preferred Units
(4)(5)
Equity
2/13/2018
125
Units
125,000
200,000
0.07 %
USASF Blocker LLC Common Units
(4)(5)
Equity
6/8/2015
9,000
units
9,000
10,000
0.00 %
Total
$
575,000
$
900,000
0.33 %
VRI Intermediate Holdings, LLC
Franklin, OH
Term Loan (SBIC)
(2)(12)
Second Lien
3M
L+9.25%
1.00 %
11.20 %
5/31/2017
10/31/2020
Healthcare &
Pharmaceuticals
$9,000,000
$
8,949,730
$
9,000,000
3.33 %
VRI Ultimate Holdings, LLC Class A Preferred Units
(4)
Equity
5/31/2017
326,797
shares
500,000
610,000
0.23 %
Total
$
9,449,730
$
9,610,000
3.56 %
Whisps Acquisiton Corp.
Elgin, IL
Term Loan
(12)
First Lien
3M
L+6.00%
0.00 %
7.95 %
4/26/2019
4/18/2025
Beverage,
Food, &
Tobacco
$8,875,000
8,717,992
8,875,000
3.28 %
Whisps Holding LP Class A Common Units
(4)
Equity
4/18/2019
500,000
shares
500,000
680,000
0.25 %
Total
$
9,217,992
$
9,555,000
3.53 %
Wise Parent Company, LLC
Salt Lake
City, UT
Membership Units
(4)
Equity
8/27/2018
Beverage,
Food, &
Tobacco
6
units
41,894
30,000
0.01 %
Total Non-controlled, non-affiliated investments
642,707,824
628,948,077
232.45 %
Net Investments
642,707,824
628,948,077
232.45 %
LIABILITIES IN EXCESS OF OTHER ASSETS
(358,376,904 )
(132.45 )%
NET ASSETS
$
270,571,173
100.00 %
(1)
See Note 1 of the Notes to the Consolidated Financial Statements for a discussion of the methodologies used to value securities in the portfolio.
(2)
Investments held by the SBIC subsidiaries (as defined in Note 1), which include $8,445,923 of cash and $222,009,613 of investments (at cost), are excluded from the obligations to the lenders of the Credit Facility (as defined in Note 9). The Company’s obligations to the lenders of the Credit Facility are secured by a first priority security interest in all investments and cash and cash equivalents, except for investments held by the SBIC subsidiaries (as defined in Note 1).
(3)
Excluded from the investment is an undrawn delayed draw term loan commitment in an amount not to exceed $669,231, with an interest rate of LIBOR plus 7.50% and a maturity of June 30, 2023. This investment is accruing an unused commitment fee of 0.375% per annum.
(4)
Security is non-income producing.
(5)
The investment is not a qualifying asset under the Investment Company Act of 1940, as amended. The Company may not acquire any non-qualifying assets unless, at the time of the acquisition, qualifying assets represent at least 70% of the Company’s total assets. Qualifying assets represent approximately 89% of the Company’s total assets as of December 31, 2019.
(6)
Represents a PIK interest security. At the option of the issuer, interest can be paid in cash or cash and PIK interest. The percentage of PIK interest shown is the maximum PIK interest that can be elected by the issuer.
See accompanying notes to these consolidated financial statements.
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(7)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $666,666, with an interest rate of LIBOR plus 6.25% and a maturity of June 29, 2022. This investment is accruing an unused commitment fee of 0.50% per annum.
(8)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $2,000,000, with an interest rate of LIBOR plus 5.75% and a maturity of August 8, 2023. This investment is accruing an unused commitment fee of 0.50% per annum.
(9)
Investments held by the SBIC II subsidiary (as defined in Note 1), which include $477,392 of cash and $22,498,836 of investments (at cost), are excluded from the obligations to the lenders of the Credit Facility (as defined in Note 9). The Company’s obligations to the lenders of the Credit Facility are secured by a first priority security interest in all investments and cash and cash equivalents, except for cash and investments held by the SBIC subsidiaries.
(10)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $872,727, with an interest rate of LIBOR plus 5.75% and a maturity of November 1, 2025. This investment is accruing an unused commitment fee of 0.50% per annum.
(11)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $1,500,000, with an interest rate of LIBOR plus 5.75% and a maturity of July 1, 2024. This investment is accruing an unused commitment fee of 0.50% per annum.
(12)
These loans have LIBOR floors that are lower than the applicable LIBOR rates; therefore, the floors are not in effect.
(13)
These loans are last-out term loans with contractual rates higher than the applicable LIBOR rates; therefore, the floors are not in effect.
(14)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $1,500,000, with an interest rate of LIBOR plus 5.75% and a maturity of February 8, 2024. This investment is accruing an unused commitment fee of 0.50% per annum.
(15)
Investment has been on non-accrual since October 31, 2017.
(16)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $1,000,000, with an interest rate of LIBOR plus 7.75% and a maturity of February 5, 2023. This investment is accruing an unused commitment fee of 0.50% per annum.
(17)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $1,500,000, with an interest rate of LIBOR plus 6.50% and a maturity of January 31, 2023. This investment is accruing an unused commitment fee of 0.50% per annum.
(18)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $750,000, with an interest rate of LIBOR plus 7.50% and a maturity of April 13, 2023. This investment is accruing an unused commitment fee of 0.50% per annum.
(19)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $488,998, with an interest rate of LIBOR plus 6.50% and a maturity of September 26, 2023. This investment is accruing an unused commitment fee of 0.50% per annum.
(20)
Excluded from the investment is an undrawn delayed draw term loan commitment in an amount not to exceed $2,222,222, with an interest rate of LIBOR plus 6.25% and a maturity of April 11, 2024. This investment is accruing an unused commitment fee of 1.00% per annum
(21)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $2,651,515, with an interest rate of LIBOR plus 5.75% and a maturity of October 2, 2024. This investment is accruing an unused commitment fee of 0.50% per annum.
(22)
This loan is a unitranche investment.
(23)
Excluded from the investment is an undrawn delayed draw term loan commitment in an amount not to exceed $1,662,592, with an interest rate of LIBOR plus 6.50% and a maturity of September 26, 2023. This investment is not accruing an unused commitment fee.
(24)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $2,000,000 with an interest rate of LIBOR plus 6.00% and a maturity of November 15, 2023. This investment is accruing an unused commitment fee of 0.50% per annum.
See accompanying notes to these consolidated financial statements.
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(25)
Excluded from the investment is an undrawn delayed draw term commitment in an amount not to exceed $4,000,000, with an interest rate of LIBOR plus 5.75% and a maturity of February 8, 2024. This investment is accruing an unused commitment fee of 0.50% per annum.
(26)
Investment has been on non-accrual since June 28, 2019.
(27)
Maturity date is under on-going negotiations with portfolio company and other lenders, if applicable.
(28)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $852,273, with an interest rate of LIBOR plus 6.50% and a maturity of August 28, 2025. This investment is accruing an unused commitment fee of 0.50% per annum.
(29)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $553,517, with an interest rate of LIBOR plus 5.50% and a maturity of June 24, 2024. This investment is accruing an unused commitment fee of 0.50% per annum.
(30)
Excluded from the investment is an undrawn delayed draw term loan commitment in an amount not to exceed $2,767,584, with an interest rate of LIBOR plus 5.50% and a maturity of June 24, 2024. This investment is accruing an unused commitment fee of 1.00% per annum.
(31)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $1,875,000, with an interest rate of LIBOR plus 5.75% and a maturity of September 30, 2024. This investment is accruing an unused commitment fee of 0.50% per annum.
(32)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $2,644,550, with an interest rate of LIBOR plus 6.25% and a maturity of August 30, 2024. This investment is accruing an unused commitment fee of 0.50% per annum.
(33)
Excluded from the investment is an undrawn delayed draw term loan commitment in an amount not to exceed $3,750,000, with an interest rate of LIBOR plus 5.75% and a maturity of March 31, 2020. This investment is not accruing an unused commitment fee.
(34)
Excluded from the investment is an undrawn delayed draw term loan commitment in an amount not to exceed $1,590,909, with an interest rate of LIBOR plus 5.75% and a maturity of October 2, 2024. This investment is accruing an unused commitment fee of 1.00% per annum.
(35)
These loans have LIBOR Floors which are higher than the current applicable LIBOR rates; therefore, the floors are in effect.
Abbreviation Legend
PIK — Payment-In-Kind
L — LIBOR
Euro — Euro Dollar
See accompanying notes to these consolidated financial statements.
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STELLUS CAPITAL INVESTMENT CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Stellus Capital Investment Corporation (“we”, “us”, “our” and the “Company”) was formed as a Maryland corporation on May 18, 2012 (“Inception”) and is an externally managed, closed-end, non-diversified investment management company. The Company is applying the guidance of Accounting Standards Codification (“ASC”) Topic 946, Financial Services Investment Companies. 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”), and treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes. The Company’s investment activities are managed by our investment adviser, Stellus Capital Management, LLC (“Stellus Capital” or the “Advisor”).
As of December 31, 2020, the Company has issued a total of 19,486,003 shares and raised $286,629,818 in gross proceeds since inception, incurring $9,127,228 in offering expenses and sales load fees for net proceeds from offerings of $277,502,590. The Company’s shares are currently listed on the New York Stock Exchange under the symbol “SCM”. See Note 4 for further details.
The Company has established the following wholly owned subsidiaries: SCIC — Consolidated Blocker 1, Inc., SCIC — ICD Blocker 1, Inc., SCIC — Invincible Blocker 1, Inc., SCIC — FBO Blocker 1, Inc., SCIC — SKP Blocker 1, Inc., SCIC — APE Blocker 1, Inc., SCIC — Venbrook Blocker 1, Inc., SCIC — CC Blocker 1, Inc., SCIC — ERC Blocker 1, Inc., and SCIC — Hollander Blocker 1, Inc., which are structured as Delaware entities, to hold equity or equity-like investments in portfolio companies organized as limited liability companies, or LLCs (or other forms of pass-through entities) (collectively, the “Taxable Subsidiaries”). The Taxable Subsidiaries are consolidated for U.S. generally accepted accounting principles (“U.S. GAAP”) reporting purposes, and the portfolio investments held by them are included in the consolidated financial statements.
On June 14, 2013, the Company formed Stellus Capital SBIC, LP (the “SBIC subsidiary”), a Delaware limited partnership, and its general partner, Stellus Capital SBIC GP, LLC, a Delaware limited liability company, as wholly owned subsidiaries of the Company. On June 20, 2014, the SBIC subsidiary received a license from the U.S. Small Business Administration (“SBA”) to operate as a Small Business Investment Company (“SBIC”) under Section 301(c) of the Small Business Investment Company Act of 1958, as amended (the “SBIC Act”). The SBIC subsidiary and its general partner are consolidated for U.S. GAAP reporting purposes, and the portfolio investments held by it are included in the consolidated financial statements.
On November 29, 2018, the Company formed Stellus Capital SBIC II, LP (the “SBIC II subsidiary”), a Delaware limited partnership. On August 14, 2019, the SBIC II subsidiary received a license from the SBA to operate as an SBIC under Section 301(c) of the SBIC Act. The SBIC II subsidiary and its general partner, Stellus Capital SBIC GP, LLC, are consolidated for U.S. GAAP reporting purposes, and the portfolio investments held by it are included in the consolidated financial statements.
The SBIC licenses allow the SBIC subsidiary and SBIC II subsidiary (together, “the SBIC subsidiaries”) to obtain leverage by issuing SBA-guaranteed debentures, subject to the issuance of a capital commitment by the SBA and other customary procedures. SBA-guaranteed debentures are non-recourse, interest only debentures with interest payable semi-annually and have a ten year maturity. The principal amount of SBA-guaranteed debentures is not required to be paid prior to maturity but may be prepaid at any time without penalty. The interest rate of SBA-guaranteed debentures is fixed on a semi-annual basis at a market-driven spread over U.S. Treasury Notes with 10-year maturities. The SBA, as a creditor, will have a superior claim to the SBIC subsidiaries’ assets over the Company’s stockholders in the event the Company liquidates one or both of the SBIC subsidiaries or the SBA exercises its remedies under the SBA-guaranteed debentures issued
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STELLUS CAPITAL INVESTMENT CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
by the SBIC subsidiaries upon an event of default. For the SBIC subsidiary, SBA regulations currently limit the amount that a single licensee may borrow to a maximum of $150,000,000 when it has at least $75,000,000 in regulatory capital, as such term is defined by the SBA, receives a capital commitment from the SBA and has been through an examination by the SBA subsequent to licensing. For the SBIC II subsidiary, SBA regulations limit these amounts to $175,000,000 of borrowings when it has at least $87,500,000 of “regulatory capital”, as such term is defined by the SBA.
As of both December 31, 2020 and 2019, the SBIC subsidiary had $75,000,000 of regulatory capital. As of both December 31, 2020 and 2019, the SBIC subsidiary had $150,000,000 of SBA-guaranteed debentures outstanding.
As of December 31, 2020 and 2019, the SBIC II subsidiary had $40,000,000 and $20,000,000 in regulatory capital, respectively, and $26,500,000 and $11,000,000 of SBA-guaranteed debentures outstanding, respectively. See footnote (2) of the Consolidated Schedule of Investments for additional information regarding the treatment of investments in the SBIC subsidiaries with respect to the Credit Facility (as defined in Note 11).
As a BDC, the Company is required to comply with certain regulatory requirements. On March 23, 2018, the Small Business Credit Availability Act (the “SBCAA”) was signed into law, which included various changes to regulations under the federal securities laws that impact BDCs. The SBCAA included changes to the 1940 Act to allow BDCs to decrease their asset coverage requirement to 150% from 200% under certain circumstances.
On April 4, 2018, the Company’s board of directors (the “Board”), including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) of the Board, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act. At the Company’s 2018 annual meeting of stockholders, our stockholders also approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act. As a result, the asset coverage ratio test applicable to the Company was decreased from 200% to 150%, effective June 29, 2018. The amount of leverage that we employ at any time depends on our assessment of the market and other factors at the time of any proposed borrowing. As of December 31, 2020, the Company’s asset coverage ratio was 223%.
The Company’s investment objective is to maximize the total return to its stockholders in the form of current income and capital appreciation through debt and related equity investments in middle-market companies. The Company seeks to achieve its investment objective by originating and investing primarily in private U.S. middle-market companies (typically those with $5.0 million to $50.0 million of EBITDA (earnings before interest, taxes, depreciation and amortization)) through first lien, second lien, unitranche and unsecured debt financing, with corresponding equity co-investments. It sources investments primarily through the extensive network of relationships that the principals of Stellus Capital have developed with financial sponsor firms, financial institutions, middle-market companies, management teams and other professional intermediaries.
Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with generally accepted accounting principles in the U.S. GAAP and pursuant to the requirements for reporting on Form 10-K and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, certain disclosures accompanying the annual financial statements prepared in accordance with U.S. GAAP are omitted. The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.
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STELLUS CAPITAL INVESTMENT CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
In the opinion of management, the consolidated financial results included herein contain all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the periods included herein. Certain reclassifications have been made to certain prior period balances to conform with current presentation.
In accordance with Regulation S-X under the Exchange Act, the Company does not consolidate portfolio company investments. The accounting records of the Company are maintained in U.S. dollars.
COVID-19 Developments
On March 11, 2020, the World Health Organization declared COVID-19 a pandemic and recommended containment and mitigation measures worldwide. As of the year ended December 31, 2020, and subsequent to December 31, 2020, the COVID-19 pandemic has had a significant impact on the U.S. and global economy. Each portfolio company has been assessed on an individual basis to identify the impact of the COVID-19 pandemic on the valuation of our investments in such company. The Company believes that any such known COVID-19 pandemic impacts have been reflected in the valuation of its investments.
The global impact of the outbreak continues to evolve, and many countries have reacted by instituting quarantines, prohibitions on travel and the closure of offices, businesses, schools, retail stores and other public venues. Businesses have also implemented similar precautionary measures. Such measures, as well as the general uncertainty surrounding the dangers and impact of the COVID-19 pandemic, have created significant disruption in supply chains and economic activity. The impact of the COVID-19 pandemic has led to significant volatility in the global public equity markets and it is uncertain how long this volatility will continue. As COVID-19 continues to spread, the potential impacts, including a global, regional or other economic recession, remain uncertain and difficult to assess. The extent of the impact of the COVID-19 pandemic on the financial performance of our current and future investments will depend on future developments, including the duration and spread of the virus, related advisories and restrictions, and the health of the financial markets and economy, all of which are highly uncertain and cannot be predicted. To the extent the Company’s portfolio companies are adversely impacted by the effects of the COVID-19 pandemic, it may have a material adverse impact on the Company’s future net investment income, the fair value of the Company’s portfolio investments and the Company’s financial condition.
Portfolio Investment Classification
The Company classifies its portfolio investments with the requirements of the 1940 Act as follows: (a) “Control Investments” are defined as investments in which the Company owns more than 25% of the voting securities or has rights to maintain greater than 50% of the board representation, (b) “Affiliate Investments” are defined as investments in which the Company owns between 5% and 25% of the voting securities and does not have rights to maintain greater than 50% of the board representation, and (c) “Non-controlled, non-affiliate investments” are defined as investments that are neither Control Investments or Affiliate Investments.
Cash and Cash Equivalents
At December 31, 2020, cash balances totaling $109,261 did not exceed Federal Deposit Insurance Corporation insurance protection levels of $250,000. In addition, at December 31, 2020, the Company held $18,368,341 in cash equivalents that are carried at cost, which approximates the fair value of the cash equivalents. All of the Company’s cash deposits are held at large established high credit quality financial institutions and management believes that risk of loss associated with any uninsured balances is remote.
Cash consists of bank demand deposits. We deem certain U.S. Treasury Bills and other high-quality, short-term debt securities as cash equivalents.
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STELLUS CAPITAL INVESTMENT CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
Fair Value Measurements
We account for all of our financial instruments at fair value in accordance with ASC Topic 820 — Fair Value Measurements and Disclosures (“ASC Topic 820”). ASC Topic 820 defines fair value, establishes a framework used to measure fair value, and requires disclosures for fair value measurements, including the categorization of financial instruments into a three-level hierarchy based on the transparency of valuation inputs. ASC Topic 820 requires disclosure of the fair value of financial instruments for which it is practical to estimate such value. We believe that the carrying amounts of our financial instruments such as cash, receivables and payables approximate the fair value of these items due to the short maturity of these instruments. This is considered a Level 1 valuation technique. The carrying values of our Credit Facility and SBA-guaranteed debentures approximate fair value because the interest rates adjusts to the market interest rates (Level 3 input). The carrying value of our 2022 Notes (as defined in Note 11) is based on the closing price of the security (level 2 input). See Note 6 to the consolidated financial statements for further discussion regarding the fair value measurements and hierarchy.
The COVID-19 pandemic is an unprecedented circumstance that could materially impact the fair value of the Company’s investments. As a result, the fair value of the Company’s portfolio investments may be further negatively impacted after December 31, 2020, by circumstances and events that are not yet known.
The COVID-19 pandemic may also impact the Company’s portfolio companies’ ability to pay their respective contractual obligations, including principal and interest due to the Company, and some portfolio companies could require interest or principal deferrals to fulfill short-term liquidity needs. The Company is working with each of its portfolio companies, as necessary, to help them access short-term liquidity through potential interest deferrals, funding on unused lines of credit, and other sources of liquidity. During the year ended December 31, 2020, no interest deferrals have been made; related to COVID-19 or otherwise.
Consolidation
As permitted under Regulation S-X under the Exchange Act and ASC Topic 946, we generally do not consolidate our investment in a portfolio company other than an investment company subsidiary. Accordingly, we consolidated the results of the SBIC subsidiaries and the Taxable Subsidiaries. All intercompany balances have been eliminated upon consolidation.
Use of Estimates
The preparation of the statement of assets and liabilities in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially.
Deferred Financing Costs
Deferred financing costs, prepaid loan fees on SBA-guaranteed debentures and prepaid loan structure fees consist of fees and expenses paid in connection with the closing of the Company’s Credit Facility, 2022 Notes and SBA-guaranteed debentures and are capitalized at the time of payment. These costs are amortized using the straight-line method over the term of the respective instrument.
Offering Costs
Deferred offering costs consist of fees and expenses incurred in connection with the offer and sale of the Company’s common stock, including legal, accounting, printing fees and other related expenses, as well as costs incurred in connection with the filing of a shelf registration statement. These costs are capitalized when incurred and recognized as a reduction of offering proceeds when the offering is consummated and
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STELLUS CAPITAL INVESTMENT CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
shown on the Consolidated Statement of Changes in Net Assets and Liabilities as a reduction to Paid-in-Capital. As of December 31, 2020, the Company had incurred $90,000 of costs related to the preparation of a registration statement, which were capitalized until the related offering consummated during January 2021. There were no such costs on the Consolidated Statement of Assets and Liabilities as of December 31, 2019.
Investments
As a BDC, the Company will generally invest in illiquid loans and securities including debt and equity securities of private middle-market companies. Under procedures established by our board of directors, the Company intends to value investments for which market quotations are readily available at such market quotations. The Company will obtain these market values from an independent pricing service or at the median between the bid and ask prices obtained from at least two brokers or dealers (if available, otherwise by a principal market maker or a primary market dealer). Debt and equity securities that are not publicly traded or whose market prices are not readily available will be valued at fair value as determined in good faith by our board of directors. Such determination of fair values may involve subjective judgments and estimates. The Company also engages independent valuation providers to review the valuation of each portfolio investment that does not have a readily available market quotation at least twice annually.
Investments purchased within approximately 90 days of the valuation date will be valued at cost plus accreted discount, or minus amortized premium, which approximates fair value. With respect to unquoted securities, our Board will value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Board will use the pricing indicated by the external event to corroborate and/or assist us in our valuation. Because the Company expects that there will not be a readily available market for many of the investments in its portfolio, the Company expects to value most of its portfolio investments at fair value as determined in good faith by the Board using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.
In following these approaches, the types of factors that will be taken into account in fair value pricing investments will include, as relevant, but not be limited to:
•
available current market data, including relevant and applicable market trading and transaction comparables;
•
applicable market yields and multiples;
•
security covenants;
•
call protection provisions;
•
information rights;
•
the nature and realizable value of any collateral;
•
the portfolio company’s ability to make payments, its earnings and discounted cash flows and the markets in which it does business;
•
comparisons of financial ratios of peer companies that are public;
•
comparable merger and acquisition transactions; and
•
the principal market and enterprise values.
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STELLUS CAPITAL INVESTMENT CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
Revenue Recognition
We record interest income on an accrual basis to the extent such interest is deemed collectible. Payment-in-kind (“PIK”) interest, represents contractual interest accrued and added to the loan balance that generally becomes due at maturity. We will not accrue any form of interest on loans and debt securities if we have reason to doubt our ability to collect such interest. Loan origination fees, original issue discount and market discount or premium are capitalized, and we then accrete or amortize such amounts using the effective interest method as interest income. Upon the prepayment of a loan or debt security, any unamortized loan origination fee is recorded as interest income. We record prepayment premiums on loans and debt securities as other income. Dividend income, if any, will be recognized on the declaration date.
A presentation of the interest income we have received from portfolio companies for the years ended December 31, 2020, 2019 and 2018 is as follows:
For the year ended
December 31,
2020
December 31,
2019
December 31,
2018
Loan interest
$
51,067,006
$
53,358,856
$
46,501,235
PIK income
664,992
415,933
1,869,905
Fee amortization income (1)
2,389,223
1,982,868
1,636,168
Fee income acceleration (2)
1,229,560
1,138,333
1,455,725
Total Interest Income
$
55,350,781
$
56,895,990
$
51,463,033
(1)
Includes amortization of fees on unfunded commitments.
(2)
Unamortized loan origination fees recognized upon full or partial realization of investment.
To maintain our treatment as a RIC, substantially all of this income must be paid to stockholders in the form of distributions, even if we have not collected any cash.
Management considers portfolio-specific circumstances as well as other economic factors in determining collectability. As of December 31, 2020, we had three loans on non-accrual status, which represented approximately 4.3% of our loan portfolio at cost and 1.0% at fair value. As of December 31, 2019, we had two portfolio companies that were on non-accrual status, which represented approximately 3.6% of our loan portfolio at cost and 0.9% at fair value. As of December 31, 2020 and 2019, $7,057,415 and $3,779,593 of income from investments on non-accrual has not been accrued. If a loan or debt security’s status significantly improves regarding the debtor’s ability to service the debt or other obligations, or if a loan or debt security is sold or written off, we will remove it from non-accrual status.
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, sale or disposition and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
Investment Transaction Costs
Costs that are material associated with an investment transaction, including legal expenses, are included in the cost basis of purchases and deducted from the proceeds of sales unless such costs are reimbursed by the borrower.
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
Receivables and Payables for Unsettled Securities Transaction
The Company records all investments on a trade date basis.
U.S. Federal Income Taxes
The Company has elected to be treated as a RIC under Subchapter M of the Code, and to operate in a manner to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, among other things, the Company is required to timely distribute to its stockholders at least 90% of investment company taxable income, as defined by the Code, for each year. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. Rather, any tax liability related to income earned by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company.
To avoid a 4% U.S federal excise tax on undistributed earnings, the Company is required to distribute each calendar year the sum of (i) 98% of its ordinary income for such calendar year (ii) 98.2% of its net capital gains for the one-year period ending December 31 (iii) any income recognized, but not distributed, in preceding years and on which the Company paid no federal income tax or the Excise Tax Avoidance Requirement. For this purpose, however, any net ordinary income or capital gain net income retained by us that is subject to corporate income tax for the tax year ending in that calendar year will be considered to have been distributed by year end (or earlier if estimated taxes are paid). The Company, at its discretion, may choose not to distribute all its taxable income for the calendar year and pay a non-deductible 4% excise tax on this income. If the Company chooses to do so, all other things being equal, this would increase expenses and reduce the amount available to be distributed to stockholders. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, the Company accrues excise taxes on estimated excess taxable income as taxable income is earned. As of December 31, 2020, the Company had approximately $21,051,549 of undistributed taxable income that was carried forward toward distributions to be paid in 2021.
Income tax expense for the years ended December 31, 2020, 2019, and 2018 of $771,134, $903,905, and $275,106, respectively, is related to state and excise taxes.
The Company evaluates tax positions taken or expected to be taken while preparing its tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions deemed to meet a “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the applicable period.
As of December 31, 2020 and 2019, the Company had not recorded a liability for any unrecognized tax positions. Management’s evaluation of uncertain tax positions may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof. The Company’s policy is to include interest and penalties related to income taxes, if applicable, in general and administrative expenses. Any expenses for the years ended December 31, 2020, 2019 and 2018, were de minimis.
The Taxable Subsidiaries are direct wholly owned subsidiaries of the Company that have elected to be taxable entities. The Taxable Subsidiaries permit the Company to hold equity investments in portfolio companies that are “pass through” entities for tax purposes and continue to comply with the “source-of-income” requirements contained in RIC tax provisions of the Code. The Taxable Subsidiaries are not consolidated with the Company for income tax purposes and may generate income tax expense, benefit, and the related tax assets and liabilities, as a result of their ownership of certain portfolio investments. The income tax expense, or benefit, if any, and related tax assets and liabilities are reflected in the Company’s consolidated financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
The Taxable Subsidiaries use the liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, using statutory tax rates in effect for the year in which the temporary differences are expected to reverse. A valuation allowance is provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.
Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. Taxable income generally excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.
For the years ended December 31, 2020, 2019 and 2018, the Company recorded deferred income tax provision of $224,877, $66,760 and $67,953, respectively, related to the Taxable Subsidiaries. As of December 31, 2020 and 2019, the Company had a net deferred tax liability of $359,590 and $134,713, respectively.
Earnings per Share
Basic per share calculations are computed utilizing the weighted average number of shares of the Company’s common stock outstanding for the period. The Company has no common stock equivalents. As a result, there is no difference between diluted earnings per share and basic per share amounts.
Paid In Capital
The Company records the proceeds from the sale of shares of its common stock on a net basis to (i) capital stock and (ii) paid in capital in excess of par value, excluding all commissions and marketing support fees.
Distributable Earnings (Accumulated Undistributed Deficit)
The components that make up distributable earnings (accumulated undistributed deficit) on the Statement of Assets and Liabilities as of December 31, 2020 and 2019 are as follows:
December 31,
2020
December 31,
2019
Accumulated net realized loss from investments, net of cumulative
dividends of $24,557,535 for both periods
$
(16,388,369 )
$
(6,258,510 )
Net unrealized depreciation on non-controlled non-affiliated investments and cash equivalents, net of provision for taxes of $359,590 and $134,713, respectively
(5,564,061 )
(13,894,460 )
Accumulated undistributed net investment income
19,266,926
18,587,920
Accumulated undistributed deficit
$
(2,685,504 )
$
(1,565,050 )
Recently Issued Accounting Standards
In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform. The amendments in ASU 2020-04 provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The standard is effective as of March 12, 2020 through December 31, 2022. Management is currently evaluating the impact of the optional guidance on the Company’s consolidated financial statements and disclosures. The Company did not utilize the optional expedients and exceptions provided by ASU 2020-04 during the year ended December 31, 2020.
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
Accelerated Filer and Large Accelerated Filer Definitions
The SEC recently adopted a final rule under SEC Release No. 34-88365 (the “Final Rule”), amending the Accelerated Filer and Large Accelerated Filer definitions in Exchange Act Rule 12b-2 to exclude an issuer that is eligible to be a smaller reporting company and had annual revenues of less than $100 million. The amendments include a provision under which a BDC will be excluded from the “accelerated filer” and “large accelerated filer” definitions if the BDC has (1) less than $700 million in public float, and (2) investment income of less than $100 million. In addition, BDCs are subject to the same transition provisions for accelerated filer and large accelerated filer status as other issuers, but instead substituting investment income for revenue. The amendments will reduce the number of issuers required to comply with the auditor attestation on the internal control over financial reporting requirement provided under Section 404(b) of the Sarbanes-Oxley Act of 2002. The Final Rule became effective as of April 27, 2020. As a result of the amended definitions, the Company status has changed from being an “accelerated” filer to a “non-accelerated” filer. The Company meets the requirements during the year ended December 31, 2020 such that no auditor attestation on the internal control over financial reporting is required.
From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company as of the specified effective date. We believe the impact of the recently issued standards and any that are not yet effective will not have a material impact on our consolidated financial statements upon adoption.
NOTE 2 — RELATED PARTY ARRANGEMENTS
Investment Advisory Agreement
The Company has entered into an investment advisory agreement with Stellus Capital pursuant to which Stellus Capital serves as its investment adviser. Pursuant to this agreement, the Company has agreed to pay to Stellus Capital an annual base management fee of 1.75% of gross assets, including assets purchased with borrowed funds or other forms of leverage and excluding cash and cash equivalents, and an incentive fee.
For the years ended December 31, 2020, 2019 and 2018, the Company recorded an expense for base management fees of $11,084,450, $9,703,706, and $8,154,842 respectively. As of December 31, 2020 and December 31, 2019, $2,825,322 and $2,695,780 was payable to Stellus Capital, respectively.
The incentive fee has two components, investment income and capital gains, as follows:
Investment Income Incentive Fee
The investment income component (“Income Incentive Fee”) is calculated, and payable to the Advisor, quarterly in arrears based on the Company’s pre-incentive fee net investment income for the immediately preceding calendar quarter, subject to a cumulative total return requirement and to deferral of non-cash amounts. The pre-incentive fee net investment income, which is expressed as a rate of return on the value of the Company’s net assets attributable to the Company’s common stock, for the immediately preceding calendar quarter, will have a 2.0% (which is 8.0% annualized) hurdle rate (also referred to as the “Hurdle”). Pre-incentive fee net investment income means interest income, dividend income and any other income accrued during the calendar quarter, minus the Company’s operating expenses for the quarter excluding the incentive fee. Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income that the Company has not yet received in cash. The Advisor receives no incentive fee for any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the Hurdle. Subject to the cumulative total return requirement described below, the Advisor receives 100% of the Company’s pre-incentive fee net investment income for any calendar quarter with respect to that portion of the pre-incentive net investment income for such quarter, if any, that exceeds the Hurdle but is less than 2.5%
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
(which is 10.0% annualized) of net assets (also referred to as the “Catch-up”) and 20.0% of the Company’s pre-incentive fee net investment income for such calendar quarter, if any, greater than 2.5% (10.0% annualized) of net assets.
The foregoing Income Incentive Fee is subject to a total return requirement, which provides that no incentive fee in respect of the Company’s pre-incentive fee net investment income is payable except to the extent 20.0% of the cumulative net increase in net assets resulting from operations over the then current and 11 preceding calendar quarters exceeds the cumulative incentive fees accrued and/or paid for the 11 preceding quarters. In other words, any Income Incentive Fee that is payable in a calendar quarter is limited to the lesser of (i) 20% of the amount by which the Company’s pre-incentive fee net investment income for such calendar quarter exceeds the 2.0% hurdle, subject to the Catch-up, and (ii) (x) 20% of the cumulative net increase in net assets resulting from operations for the then current and 11 preceding quarters minus (y) the cumulative incentive fees accrued and/or paid for the 11 preceding calendar quarters. For the foregoing purpose, the “cumulative net increase in net assets resulting from operations” is the amount, if positive, of the sum of pre-incentive fee net investment income, realized gains and losses and unrealized appreciation and depreciation of the Company for the then current and 11 preceding calendar quarters. In addition, the Advisor is not paid the portion of such incentive fee that is attributable to deferred interest until the Company actually receives such interest in cash.
For the years ended December 31, 2020, 2019 and 2018, the Company incurred $2,527,813, $5,809,672 and $5,529,376, respectively, of Investment Income Incentive Fees. As of December 31, 2020 and 2019, $681,660 and $1,618,509, respectively, of such incentive fees were payable to the Advisor, of which $559,161 and $1,463,003, respectively, were currently payable (as explained below). As of December 31, 2020 and December 31, 2019, $122,499 and $152,476, respectively, of incentive fees incurred but not paid by the Company were generated from deferred interest (i.e. PIK, certain discount accretion and deferred interest) and are not payable until such amounts are received in cash.
Capital Gains Incentive Fee
The Company also pays the Advisor an incentive fee based on capital gains (the “Capital Gains Incentive Fee”). The Capital Gains Incentive Fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the investment management agreement, as of the termination date). The Capital Gains Incentive Fee is equal to 20.0% of the Company’s cumulative aggregate realized capital gains from Inception through the end of that calendar year, computed net of the cumulative aggregate realized capital losses and cumulative aggregate unrealized capital depreciation through the end of such year. The aggregate amount of any previously paid Capital Gains Incentive Fees is subtracted from such Capital Gains Incentive Fee calculated.
U.S. GAAP requires that the incentive fee accrual considers the cumulative aggregate realized gains and losses and unrealized capital appreciation and depreciation of investments or other financial instruments in the calculation, as an incentive fee would be payable if such unrealized capital appreciation or depreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the investment advisory agreement. There can be no assurance that unrealized appreciation or depreciation will be realized in the future. Accordingly, such fees, as calculated and accrued, may not necessarily be payable under the investment advisory agreement, and may never be paid based upon the computation of incentive fees in subsequent periods. For the years ended December 31, 2020, 2019 and 2018, the Company (reversed) incurred ($359,892), $799,876, and $81,038, respectively. As of December 31, 2020 and December 31, 2019, $521,021 and $880,913, respectively of Capital Gains Incentive Fees were accrued but not currently payable to the Advisor.
The following tables summarize the components of the incentive fees discussed above:
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
For the year
ended
December 31,
2020
For the year
ended
December 31,
2019
For the year
ended
December 31,
2018
Investment income incentive fee incurred
$
2,527,813
$
5,809,672
$
5,529,376
Capital gains incentive fee (reversed) accrued
(359,892 )
799,876
$
81,038
Incentive fee expense
$
2,167,921
$
6,609,548
$
5,610,414
December 31,
2020
December 31,
2019
Investment income incentive fee currently payable
$
559,161
$
1,466,033
Investment income incentive fee deferred
122,499
152,476
Capital gains incentive fee deferred
521,021
880,913
Incentive fee payable
$
1,202,681
$
2,499,422
Director Fees
For the years ended December 31, 2020, 2019 and 2018, the Company recorded an expense relating to director fees $394,816, $383,000 and $317,000, respectively. As of December 31, 2020 and 2019, the Company owed its independent directors no unpaid director fees.
Co-Investments
On October 23, 2013, the Company received an exemptive order (the “Prior Order”) from the SEC to co-invest with private funds managed by Stellus Capital Management where doing so is consistent with the Company’s investment strategy as well as applicable law (including the terms and conditions of the exemptive order issued by the SEC). On December 18, 2018, the Company received a new exemptive order (the “Order”) that supersedes the Prior Order and permits the Company greater flexibility to enter into co-investment transactions. The Order expands on the Prior Order and allows the Company to co-invest with additional types of private funds, other BDCs, and registered investment companies managed by Stellus Capital Management or an adviser that is controlled, controlling, or under common control with Stellus Capital Management, subject to the conditions included therein. Pursuant to the Order, a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Company’s independent directors must make certain conclusions in connection with a co-investment transaction, including (1) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to the Company and its stockholders and do not involve overreaching of the Company or its stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of the Company’s stockholders and is consistent with its investment objectives and strategies. The Company co-invests, subject to the conditions in the Order, with private credit funds managed by Stellus Capital Management that have an investment strategy that is similar or identical to the Company’s investment strategy, and the Company may co-invest with other BDCs and registered investment companies managed by Stellus Capital Management or an adviser that is controlled, controlling, or under common control with Stellus Capital Management in the future. The Company believes that such co-investments may afford it additional investment opportunities and an ability to achieve greater diversification
Administrative Agent
The Company serves as the administrative agent on certain investment transactions, including co-investments with its affiliates under the exemptive relief order. As of December 31, 2020 and December 31, 2019, there was no cash due to other investment funds related to interest paid by a borrower to the Company as administrative agent. Any such amount would be included in “Other Accrued Expenses and Liabilities” on the Consolidated Statement of Assets and Liabilities.
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
License Agreement
The Company has entered into a license agreement with Stellus Capital under which Stellus Capital has agreed to grant the Company a non-exclusive, royalty-free license to use the name “Stellus Capital.” Under this agreement, the Company has a right to use the “Stellus Capital” name for so long as Stellus Capital or one of its affiliates remains its investment adviser. Other than with respect to this limited license, the Company has no legal right to the “Stellus Capital” name. This license agreement will remain in effect for so long as the investment advisory agreement with Stellus Capital is in effect.
Administration Agreement
The Company entered into an administration agreement with Stellus Capital pursuant to which Stellus Capital will furnish the Company with office facilities and equipment and will provide the Company with the clerical, bookkeeping, recordkeeping and other administrative services necessary to conduct day-to-day operations. Under this administration agreement, Stellus Capital will perform, or oversee the performance of, its required administrative services, which includes, among other things, being responsible for the financial records which it is required to maintain and preparing reports to its stockholders and reports filed with the SEC.
For the years ended December 31, 2020, 2019 and 2018, the Company recorded expenses of $1,549,627, $1,469,706, and $1,195,174, respectively, related to the administration agreement. As of December 31, 2020 and December 31, 2019, $381,690 and $372,524, respectively, remained payable to Stellus Capital relating to the administration agreement.
Indemnification
The investment advisory agreement provides 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 under the investment advisory agreement, Stellus Capital and its officers, managers, partners, agents, employees, controlling persons and 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 Stellus Capital’s services under the investment advisory agreement or otherwise as our investment adviser.
The Company has also entered into indemnification agreements with its directors. The indemnification agreements are intended to provide the Company’s directors the maximum indemnification permitted under Maryland law and the 1940 Act. Each indemnification agreement provides that the Company shall indemnify the director who is a party to the agreement (an “Indemnitee”), including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, other than a proceeding by or in the right of the Company.
NOTE 3 — DISTRIBUTIONS
Distributions are generally declared by the Company’s Board each calendar quarter and recognized as distribution liabilities on the declaration date. The stockholder distributions, if any, will be determined by the Board. Any distribution to stockholders will be declared out of assets legally available for distribution. The Company has declared distributions of $10.91 per share on its common stock from Inception through December 31, 2020.
The following table reflects the Company’s distributions declared and paid on its common stock since Inception:
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
Year/Date Declared
Record Date
Payment Date
Per Share (1)
Fiscal 2012
$
0.18
Fiscal 2013
$
1.36
Fiscal 2014
$
1.42
Fiscal 2015
$
1.36
Fiscal 2016
Various
$
1.36
Fiscal 2017
$
1.36
Fiscal 2018
$
1.36
Fiscal 2019
$
1.36
Fiscal 2020
January 10, 2020
January 31, 2020
February 14, 2020
$
0.11
January 10, 2020
February 28, 2020
March 13, 2020
$
0.11
January 10, 2020
March 31, 2020
April 15, 2020
$
0.11
June 30, 2020
July 15, 2020
July 31, 2020
$
0.25
July 29, 2020
September 15, 2020
September 30, 2020
$
0.25
September 13, 2020
December 15, 2020
December 29, 2020
$
0.25
September 13, 2020
December 15, 2020
December 29, 2020
$
0.06
Total
$
10.91
The Company has adopted an “opt out” dividend reinvestment plan (“DRIP”) pursuant to which a stockholder whose shares are held in their own name will receive distributions in shares of the Company’s common stock under the Company’s DRIP unless they elect to receive distributions in cash. Stockholders whose shares are held in the name of a broker or the nominee of a broker may have distributions reinvested only if such service is provided by the broker or the nominee, or if the broker of the nominee permits participation in our DRIP.
Although distributions paid in the form of additional shares of the Company’s common stock will generally be subject to U.S. federal, state and local taxes in the same manner as cash distributions, investors participating in the Company’s DRIP will not receive any corresponding cash distributions with which to pay any such applicable taxes. Any distributions reinvested through the issuance of shares through the Company’s DRIP will increase the Company’s gross assets on which the base management fee and the incentive fee are determined and paid to Stellus Capital. The Company issued 21,666 shares through the DRIP during the year ended December 31, 2020. No new shares were issued in connection with the DRIP during the year ended December 31, 2019.
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
NOTE 4 — EQUITY OFFERINGS AND RELATED EXPENSES
The table below illustrates the number of common stock shares the Company issued since inception through various equity offerings and pursuant to the Company’s DRIP.
Issuance of Common Stock
Number of
Shares
Gross
Proceeds (1)(2)
Underwriting
fees
Offering
Expenses
Net
Proceeds (3)
Offering
Price
Year ended December 31, 2012
12,035,023
$
180,522,093
$
4,959,720
$
835,500
$
174,726,873
$
14.90
Year ended December 31, 2013
63,998
899,964
—
—
899,964
$
14.06
Year ended December 31, 2014
380,936
5,485,780
75,510
29,904
5,380,366
$
14.47
Year ended December 31, 2015
—
—
—
—
—
—
Year ended December 31, 2016
—
—
—
—
—
—
Year ended December 31, 2017
3,465,922
48,741,406
1,358,880
307,021
47,075,505
$
14.06
Year ended December 31, 2018
7,931
93,737
—
—
93,737
$
11.85
Year ended December 31, 2019
3,177,936
45,862,995
1,015,127
521,715
44,326,153
$
14.43
Year ended December 31, 2020
354,257
5,023,843
5,681
18,169
4,999,993
$
14.18
Total
19,486,003
$
286,629,818
$
7,414,918
$
1,712,309
$
277,502,591
(1)
Net of partial share redemptions. Such share redemptions impacted gross proceeds by $94, $757, $(1,051), $(142), $(31) and $(29) in 2020, 2019, 2018, 2017, 2016 and 2015, respectively.
(2)
Includes common shares issued under the DRIP of $228,943 and $94,788 during the year ended December 31, 2020 and 2018, respectively; $0 for the years ended 2019, 2017, 2016 and 2015, and $390,505, $938,385, $113,000 for the years ended 2014, 2013, and 2012, respectively.
(3)
Net Proceeds per this equity table will differ from the Statement of Assets and Liabilities as of December 31, 2020 and 2019 in the amount of $1,456,437 and $366,375, respectively, which represents a tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles. This reclassification reduces paid-in capital and increases distributable earnings (reducing the accumulated undistributed deficit).
The Company issued 332,591 shares during the year ended December 31, 2020 under the At-the-Market (“ATM”) Program, for gross proceeds of $4,794,994 and underwriting and other expenses of $23,850. The average per share offering price of shares issued in the ATM Program during 2020 was $14.42. Gross proceeds resulting from the At-the-Market (“ATM”) Program in 2019 totaled $3,262,729 and underwriting and other expenses totaled $240,040. The average per share offering price of shares issued in the ATM Program during 2019 was $14.45.
The Company issued 2,952,149 shares during the year ended December 31, 2019 in a secondary offering on March 15, 2019 and the underwriters’ exercise of their overallotment option on April 11, 2019. Gross proceeds resulting from the secondary offering totaled $42,599,510 and underwriting and other expenses totaled $1,296,803. The per share offering price for the secondary offering was $14.43.
The Company issued 21,666 and 0 shares of common stock through the DRIP for the year ended December 31, 2020 and 2019, respectively.
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
NOTE 5 — NET INCREASE IN NET ASSETS PER COMMON SHARE
The following information sets forth the computation of net increase in net assets resulting from operations per common share for the years ended December 31, 2020, 2019 and 2018.
For the year
ended
December 31,
2020
For the year
ended
December 31,
2019
For the year
ended
December 31,
2018
Net increase in net assets resulting from operations
$
20,192,441
$
26,438,186
$
26,194,578
Weighted average common shares
19,471,500
18,275,696
15,953,571
Basic and diluted earnings per common share
$
1.04
$
1.45
$
1.64
NOTE 6 — PORTFOLIO INVESTMENTS AND FAIR VALUE
In accordance with the authoritative guidance on fair value measurements and disclosures under U.S. GAAP, the Company discloses the fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows:
Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 — Quoted prices in markets that are not considered to be active or financial instruments for which significant inputs are observable, either directly or indirectly;
Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
The level of an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by management.
The Company considers whether the volume and level of activity for the asset or liability have significantly decreased and identifies transactions that are not orderly in determining fair value. Accordingly, if the Company determines that either the volume and/or level of activity for an asset or liability has significantly decreased (from normal conditions for that asset or liability) or price quotations or observable inputs are not associated with orderly transactions, increased analysis and management judgment will be required to estimate fair value. Valuation techniques such as an income approach might be appropriate to supplement or replace a market approach in those circumstances.
At December 31, 2020, the Company had investments in 66 portfolio companies. The total cost and fair value of the investments were $658,628,966 and $653,424,495, respectively. The composition of our investments as of December 31, 2020 is as follows:
Cost
Fair Value
Senior Secured – First Lien (1)
$
508,060,059
$
508,673,064
Senior Secured – Second Lien
93,636,285
70,720,186
Unsecured Debt
22,212,888
21,191,245
Equity
34,719,734
52,840,000
Total Investments
$
658,628,966
$
653,424,495
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
(1)
Includes unitranche investments, which account for 13.0% of our portfolio at fair value. Unitranche structures may combine characteristics of first lien senior secured as well as second lien and/or subordinated loans. Our unitranche loans will expose us to the risks associated with the second lien and subordinated loans to the extent we invest in the “last-out” tranche.
At December 31, 2019, the Company had investments in 63 portfolio companies. The total cost and fair value of the investments were $642,707,824 and $628,948,077, respectively. The composition of our investments as of December 31, 2019 was as follows:
Cost
Fair Value
Senior Secured – First Lien (1)
$
461,107,595
$
455,169,878
Senior Secured – Second Lien
130,600,172
111,961,013
Unsecured Debt
22,279,519
22,137,186
Equity
28,720,538
39,680,000
Total Investments
$
642,707,824
$
628,948,077
(1)
Includes unitranche investments, which account for 14.4% of our portfolio at fair value. Unitranche structures may combine characteristics of first lien senior secured as well as second lien and/or subordinated loans and our unitranche loans will expose us to the risks associated with the second lien and subordinated loans to the extent we invest in the “last-out” tranche.
The Company’s investment portfolio may contain loans that are in the form of lines of credit or revolving credit facilities, which require the Company to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements. As of December 31, 2020 and December 31, 2019, the Company had 19 and 17 such investments with aggregate unfunded commitments of $28,865,204 and $37,517,784, respectively. The Company maintains sufficient liquidity to fund such unfunded loan commitments should the need arise.
The fair values of our investments disaggregated into the three levels of the fair value hierarchy based upon the lowest level of significant input used in the valuation as of December 31, 2020 are as follows:
Quoted Prices
in Active
Markets
for Identical
Securities
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Senior Secured – First Lien
$
—
$
—
$
508,673,064
$
508,673,064
Senior Secured – Second Lien
—
—
70,720,186
70,720,186
Unsecured Debt
—
—
21,191,245
21,191,245
Equity
—
—
52,840,000
52,840,000
Total Investments
$
—
$
—
$
653,424,495
$
653,424,495
The fair values of our investments disaggregated into the three levels of the fair value hierarchy based upon the lowest level of significant input used in the valuation as of December 31, 2019 are as follows:
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December 31, 2020
Quoted Prices
in Active
Markets for
Identical
Securities
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Senior Secured – First Lien
$
—
$
—
$
455,169,878
$
455,169,878
Senior Secured – Second Lien
—
—
111,961,013
111,961,013
Unsecured Debt
—
—
22,137,186
22,137,186
Equity
—
—
39,680,000
39,680,000
Total Investments
$
—
$
—
$
628,948,077
$
628,948,077
The aggregate values of Level 3 portfolio investments changed during the year ended December 31, 2020 are as follows:
Senior Secured
Loans-First
Lien
Senior Secured
Loans-Second
Lien
Unsecured
Debt
Equity
Total
Fair value at beginning of period
$
455,169,878
$
111,961,013
$
22,137,186
$
39,680,000
$
628,948,077
Purchases of investments
139,571,726
9,800,000
—
8,135,439
157,507,165
Payment-in-kind interest
80,487
506,754
77,751
—
664,992
Sales and Redemptions
(85,804,667 )
(43,642,752 )
—
(4,801,419 )
(134,248,838 )
Realized (Losses) Gains
(8,599,062 )
(4,003,655 )
(163,423 )
2,665,177
(10,100,963 )
Change in unrealized appreciation (depreciation) included in earnings (1)
6,550,721
(4,276,940 )
(879,310 )
7,160,803
8,555,274
Amortization of premium and accretion of discount, net
1,703,981
375,766
19,041
—
2,098,788
Fair value at end of period
$
508,673,064
$
70,720,186
$
21,191,245
$
52,840,000
$
653,424,495
(1)
Includes reversal of positions during the twelve months ended December 31, 2020.
There were no Level 3 transfers during the twelve months ended December 31, 2020.
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
The aggregate values of Level 3 portfolio investments changed during the year ended December 31, 2019 are as follows:
Senior Secured
Loans-First
Lien
Senior Secured
Loans-Second
Lien
Unsecured
Debt
Equity
Total
Fair value at beginning of period
$
292,004,982
$
149,661,220
$
23,697,466
$
39,120,000
$
504,483,668
Purchases of investments
209,966,863
26,572,699
—
9,940,714
246,480,276
Payment-in-kind interest
262,444
94,445
59,044
—
415,933
Sales and Redemptions
(48,114,716 )
(51,959,386 )
(5,605,908 )
(22,594,613 )
(128,274,623 )
Realized Gains
(212,012 )
—
2,364,905
17,415,227
19,568,120
Change in unrealized appreciation (depreciation) included in earnings
22,891
(12,917,767 )
1,596,438
(4,201,328 )
(15,499,766 )
Amortization of premium and accretion of discount, net
1,239,426
509,802
25,241
—
1,774,469
Fair value at end of period
$
455,169,878
$
111,961,013
$
22,137,186
$
39,680,000
$
628,948,077
There were no Level 3 transfers during the twelve months ended December 31, 2019.
The following is a summary of geographical concentration of our investment portfolio as of December 31, 2020:
Cost
Fair Value
% of Total
Investments at
fair value
Texas
$
151,640,862
$
135,146,776
20.68 %
California
86,050,467
92,069,851
14.09 %
Illinois
57,330,756
57,535,404
8.81 %
Arizona
50,822,139
52,015,600
7.96 %
New Jersey
38,228,359
37,765,139
5.78 %
Ohio
34,109,657
35,827,682
5.48 %
Wisconsin
22,721,856
22,827,500
3.49 %
Canada
21,318,659
21,540,925
3.30 %
New York
19,527,594
20,547,579
3.14 %
Tennessee
19,832,576
19,959,613
3.05 %
United Kingdom
20,159,650
18,727,500
2.87 %
South Carolina
15,834,471
18,132,490
2.77 %
Indiana
17,741,889
18,026,339
2.76 %
Maryland
16,970,057
17,064,250
2.61 %
Florida
12,404,739
12,299,545
1.88 %
Alabama
12,252,768
12,252,768
1.88 %
Washington
11,803,768
11,801,363
1.81 %
Missouri
9,956,554
10,720,000
1.64 %
Pennsylvania
9,884,148
9,900,000
1.52 %
Virginia
7,505,287
7,759,020
1.19 %
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
Cost
Fair Value
% of Total
Investments at
fair value
Washington, D.C.
6,937,907
7,030,512
1.08 %
Georgia
685,000
6,420,000
0.98 %
North Carolina
4,979,153
2,925,000
0.45 %
Puerto Rico
8,613,244
2,589,639
0.40 %
Massachusetts
1,317,406
1,780,000
0.27 %
Utah
—
760,000
0.11 %
$
658,628,966
$
653,424,495
100.00 %
The following is a summary of geographical concentration of our investment portfolio as of December 31, 2019:
Cost
Fair Value
% of Total
Investments at
Fair Value
Texas
$
134,451,527
$
120,672,985
19.19 %
California
79,090,474
78,136,331
12.42 %
Arizona
52,390,949
53,274,526
8.47 %
New Jersey
52,548,769
51,637,750
8.21 %
Ohio
48,502,609
50,092,839
7.96 %
Illinois
41,869,947
44,406,252
7.06 %
Canada
21,201,137
21,217,811
3.37 %
New York
19,922,689
20,584,020
3.27 %
United Kingdom
20,116,695
20,116,695
3.20 %
Wisconsin
19,207,770
19,466,054
3.10 %
South Carolina
19,935,337
19,366,716
3.08 %
Tennessee
19,854,956
19,260,076
3.06 %
Pennsylvania
17,408,508
17,566,213
2.79 %
Maryland
17,103,044
17,325,000
2.75 %
Indiana
14,064,012
13,997,251
2.23 %
Florida
13,663,116
13,820,256
2.20 %
Colorado
10,867,843
12,444,250
1.98 %
Arkansas
14,920,694
11,989,446
1.91 %
Missouri
10,078,235
10,428,223
1.66 %
Georgia
575,000
5,250,000
0.83 %
North Carolina
4,961,969
4,375,000
0.70 %
Puerto Rico
8,613,244
3,490,383
0.55 %
Utah
41,894
30,000
0.00 %
Massachusetts
1,317,406
—
— %
$
642,707,824
$
628,948,077
100.00 %
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
The following is a summary of industry concentration of our investment portfolio as of December 31, 2020:
Cost
Fair Value
% of Total
Investments at
fair value
Services: Business
$
102,005,864
$
109,873,364
16.82 %
Healthcare & Pharmaceuticals
87,198,279
82,945,887
12.69 %
Aerospace & Defense
53,615,886
52,184,338
7.99 %
Beverage, Food, & Tobacco
39,339,090
41,012,620
6.28 %
Media: Broadcasting & Subscription
31,889,423
34,418,869
5.27 %
High Tech Industries
33,571,427
33,793,693
5.17 %
Consumer Goods: Durable
27,802,124
27,780,032
4.25 %
Environmental Industries
25,454,549
24,977,427
3.82 %
Education
26,428,607
24,494,108
3.75 %
Services: Consumer
38,026,487
22,600,924
3.46 %
Media: Advertising, Printing & Publishing
21,903,057
21,348,217
3.27 %
Capital Equipment
20,005,255
20,680,904
3.17 %
Finance
18,016,762
19,435,000
2.97 %
Transportation & Logistics
18,690,276
18,944,945
2.90 %
Retail
15,834,471
18,132,490
2.77 %
Containers, Packaging, & Glass
17,853,813
17,890,000
2.74 %
Metals & Mining
16,970,057
17,064,250
2.61 %
Consumer goods: non-durable
13,272,383
12,930,000
1.98 %
Automotive
11,028,125
11,028,125
1.69 %
Construction & Building
10,446,055
10,750,000
1.65 %
Energy: Oil & Gas
11,015,013
9,991,177
1.53 %
Utilities: Oil & Gas
9,884,148
9,900,000
1.52 %
Chemicals, Plastics, & Rubber
6,605,024
6,808,125
1.04 %
Software
1,772,791
4,430,000
0.66 %
Hotel, Gaming, & Leisure
—
10,000
0.00 %
$
658,628,966
$
653,424,495
100.00 %
The following is a summary of industry concentration of our investment portfolio as of December 31, 2019:
Cost
Fair Value
% of Total
Investments at
Fair Value
Healthcare & Pharmaceuticals
$
98,307,360
$
94,000,860
14.95 %
Services: Business
56,354,433
62,410,845
9.92 %
Aerospace & Defense
44,970,957
46,547,324
7.40 %
Consumer Goods: Durable
47,933,468
44,158,660
7.02 %
Beverage, Food, & Tobacco
42,131,354
42,592,966
6.77 %
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
Cost
Fair Value
% of Total
Investments at
Fair Value
Media: Broadcasting & Subscription
32,353,301
33,218,991
5.28 %
Finance
27,776,880
29,562,500
4.70 %
Education
26,594,771
25,661,125
4.08 %
Media: Advertising, Printing & Publishing
22,425,972
21,965,124
3.49 %
High Tech Industries
21,201,137
21,217,811
3.37 %
Capital Equipment
20,093,379
20,237,066
3.22 %
Retail
19,935,337
19,366,716
3.08 %
Metals & Mining
17,103,044
17,325,000
2.75 %
Transportation & Logistics
17,173,599
17,226,294
2.74 %
Automotive
17,151,902
17,221,213
2.74 %
Software
15,807,191
15,516,250
2.47 %
Containers, Packaging, & Glass
14,306,286
14,564,570
2.32 %
Environmental Industries
15,256,675
14,410,327
2.29 %
Energy: Oil & Gas
12,624,269
13,582,102
2.16 %
Services: Consumer
26,075,606
13,345,105
2.12 %
Chemicals, Plastics, & Rubber
11,880,825
11,857,228
1.89 %
Consumer goods: non-durable
14,973,711
11,770,000
1.87 %
Construction & Building
10,408,323
10,750,000
1.71 %
Utilities: Oil & Gas
9,868,044
9,900,000
1.57 %
Hotel, Gaming, & Leisure
—
540,000
0.09 %
$
642,707,824
$
628,948,077
100.00 %
The following provides quantitative information about Level 3 fair value measurements as of December 31, 2020:
Description:
Fair Value
Valuation Technique
Unobservable Inputs
Range (Average) (1)(3)
First lien debt
$
508,673,064
Income/Market (2)
approach
HY credit spreads,
Risk free rates
Market multiples
-3.78% to 1.84% (-0.15)%
-2.95% to 0.14% (-1.68)%
7x to 48x (13x) (4)
Second lien debt
$
70,720,186
Income/Market (2)
approach
HY credit spreads,
Risk free rates
Market multiples
-1.71% to 3.83% (0.54)%
-2.65% to 0.08% (-1.44)%
8x to 14x (11x) (4)
Unsecured debt
$
21,191,245
Income/Market
approach (2)
HY credit spreads,
Risk free rates
Market multiples
-0.25% to 0.34% (-0.03)%
-1.92% to -1.62% (-1.78)%
1x to 24x (6x) (4)
Equity investments
$
52,840,000
Market approach (5)
Underwriting
multiple/
EBITDA Multiple
1x to 24x (12x)
Total Long Term Level 3
Investments
$
653,424,495
(1)
Weighted average based on fair value as of December 31, 2020.
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
(2)
Inclusive of but not limited to (a) the market approach which is used to determine sufficient enterprise value, and (b) the income approach which is based on discounting future cash flows using an appropriate market yield.
(3)
The Company calculates the price of the loan by discounting future cash flows, which include forecasted future LIBOR rates based on the published forward LIBOR curve at the valuation date, using an appropriate yield calculated as of the valuation date. This yield is calculated based on the loan’s yield at the original investment and is adjusted as of the valuation date based on: changes in comparable credit spreads, changes in risk free interest rates (per swap rates), and changes in credit quality (via an estimated shadow rating). Significant movements in any of these factors would result in a significantly lower or higher fair value measurement. As an example, the “Range (Average)” for a first lien debt instruments in the table above indicates that the change in the HY spreads between the date a loan closed and the valuation date ranged from -3.78% (-378 basis points) to 1.84% (184 basis points). The average of all changes was -0.15%.
(4)
Median of LTM (last twelve months) EBITDA multiples of comparable companies.
(5)
The primary significant unobservable input used in the fair value measurement of the Company’s equity investments is the EBITDA multiple (the “Multiple”). Significant increases (decreases) in the Multiple in isolation would result in a significantly higher (lower) fair value measurement. To determine the Multiple for the market approach, the Company considers current market trading and/or transaction multiple, portfolio company performance (financial ratios) relative to public and private peer companies and leverage levels, among other factors. Changes in one or more of these factors can have a similar directional change on other factors in determining the appropriate Multiple to use in the market approach.
The following provides quantitative information about Level 3 fair value measurements as of December 31, 2019:
Description:
Fair Value
Valuation Technique
Unobservable Inputs
Range (Average) (1)(3)
First lien debt
$
455,169,878
Income/Market (2)
approach
HY credit spreads,
Risk free rates
Market multiples
-2.19% to 6.98% (0.57)%
-1.48% to 0.52% (-0.68)%
6x to 29x (12x) (4)(4)
Second lien debt
$
111,961,013
Income/Market (2)
approach
HY credit spreads,
Risk free rates
Market multiples
-0.69% to 5.94% (1.19)%
-1.34% to 0.48% (-0.42)%
7x to 34x (14x) (4)(4)
Unsecured debt
$
22,137,186
Income/Market
approach (2)
HY credit spreads,
Risk free rates
Market multiples
-0.39% to 0.00% (-0.35)%
-0.45% to -0.42% (-0.43)%
2x to 20x (4x) (4)(4)
Equity investments
$
39,680,000
Market approach (5)
Underwriting
multiple/
EBITDA multiple
2x to 17x (10x)
Total Long Term Level 3
Investments
$
628,948,077
(1)
Weighted average based on fair value as of December 31, 2019.
(2)
Inclusive of but not limited to (a) the market approach which is used to determine sufficient enterprise value, and (b) the income approach which is based on discounting future cash flows using an appropriate market yield.
(3)
The Company calculates the price of the loan by discounting future cash flows, which include forecasted future LIBOR rates based on the published forward LIBOR curve at the valuation date, using an
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
appropriate yield calculated as of the valuation date. This yield is calculated based on the loan’s yield at the original investment and is adjusted as of the valuation date based on: changes in comparable credit spreads, changes in risk free interest rates (per swap rates), and changes in credit quality (via an estimated shadow rating). Significant movements in any of these factors would result in a significantly lower or higher fair value measurement. As an example, the “Range (Average)” for a first lien debt instruments in the table above indicates that the change in the HY spreads between the date a loan closed and the valuation date ranged from -2.19% (-219 basis points) to 6.98% (698 basis points). The average of all changes was 0.57%.
(4)
Median of LTM (last twelve months) EBITDA multiples of comparable companies.
(5)
The primary significant unobservable input used in the fair value measurement of the Company’s equity investments is the Multiple. Significant increases (decreases) in the Multiple in isolation would result in a significantly higher (lower) fair value measurement. To determine the Multiple for the market approach, the Company considers current market trading and/or transaction multiple, portfolio company performance (financial ratios) relative to public and private peer companies and leverage levels, among other factors. Changes in one or more of these factors can have a similar directional change on other factors in determining the appropriate Multiple to use in the market approach.
NOTE 7 — COMMITMENTS AND CONTINGENCIES
The Company is currently not subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our business, financial condition or results of operations.
As of December 31, 2020, the Company had $28,865,202 of unfunded commitments to provide debt financing to nineteen existing portfolio companies. As of December 31, 2019 the Company had $37,517,784 of unfunded commitments to provide debt financing to seventeen existing portfolio companies. As of December 31, 2020, the Company had sufficient liquidity (through cash on hand and available borrowings under the Credit Facility) to fund such unfunded loan commitments should the need arise.
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
NOTE 8 — FINANCIAL HIGHLIGHTS
For the year
ended
December 31,
2020
For the year
ended
December 31,
2019
For the year
ended
December 31,
2018
For the year
ended
December 31,
2017
For the year
ended
December 31,
2016
Per Share Data: (1)
Net asset value at beginning of year/period
$
14.14
$
14.09
$
13.81
$
13.69
$
13.19
Net investment income
1.13
1.23
1.42
1.21
1.39
Change in unrealized appreciation (depreciation)
0.44
(0.85 )
(0.11 )
—
1.49
Realized gain (loss)
(0.52 )
1.07
0.35
0.31
(1.05 )
Provision for taxes on realized gains
—
—
(0.02 )
—
—
(Provision) benefit for taxes on unrealized appreciation
(0.01 )
—
—
—
0.03
Total from investment operations
1.04
1.45
1.64
1.52
1.86
Sales Load
—
(0.06 )
—
(0.09 )
—
Offering Costs
—
(0.03 )
—
(0.02 )
—
Stockholder distributions from:
Net investment income
(1.15 )
(0.54 )
(1.03 )
(1.20 )
(1.36 )
Net realized capital gains
—
(0.82 )
(0.33 )
(0.16 )
—
Other (3)
—
0.05
—
0.07
—
Net asset value at the end of year/period
$
14.03
$
14.14
$
14.09
$
13.81
$
13.69
Per share market value at end of year/period
$
10.88
$
14.23
$
12.95
$
13.14
$
12.06
Total return based on market value (4)
(13.73 )%
21.97 %
8.68 %
20.29 %
42.83 %
Weighted average shares outstanding at the end
of period
19,471,500
18,275,696
15,953,571
14,870,981
12,479,959
Ratio/Supplemental Data:
Net assets at the end of year/period
$
273,360,649
$
270,571,173
$
224,845,007
$
220,247,242
$
170,881,785
Weighted average net assets
$
253,034,571
$
259,020,507
$
223,750,302
$
195,211,550
$
165,189,142
Annualized ratio of operating expenses to net assets (7)(8)
13.75 %
14.11 %
13.72 %
11.10 %
13.20 %
Annualized ratio of interest expense and other fees to net assets (2)
6.29 %
5.78 %
5.51 %
4.02 %
4.84 %
Annualized ratio of net investment income to net assets (7)(8)
8.58 %
8.64 %
10.09 %
9.21 %
10.71 %
Portfolio Turnover (5)
21 %
23 %
32 %
48 %
16 %
Notes Payable
$
48,875,000
$
48,875,000
$
48,875,000
$
48,875,000
$
25,000,000
Credit Facility Payable
$
174,000,000
$
161,550,000
$
99,550,000
$
40,750,000
$
116,000,000
SBA-guaranteed debentures
$
176,500,000
$
161,000,000
$
150,000,000
$
90,000,000
$
65,000,000
Asset Coverage Ratio (6)
2.23x
2.29x
2.51x
3.46x
2.21x
(1)
Financial highlights are based on weighted average shares outstanding as of year/period ended.
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December 31, 2020
(2)
Excludes debt extinguishment costs of $416,725 for the year ended December 31, 2017. Including these costs, this ratio would be 4.24%.
(3)
Includes the impact of different share amounts as a result of calculating certain per share data based on weighted average shares outstanding during the period and certain per share data based on shares outstanding as of the period end.
(4)
Total return on market value is based on the change in market price per share since the end of the prior quarter and includes dividends paid, which are assumed to be reinvested. The total returns are not annualized.
(5)
Calculated as the lesser of purchases or paydowns divided by average portfolio balance and is not annualized.
(6)
Asset coverage ratio is equal to total assets less all liabilities and indebtedness not represented by senior securities over the aggregate amount of the senior securities. SBA-guaranteed debentures are excluded from the numerator and denominator.
(7)
These ratios include the impact of the (provision) benefit for income taxes related to net unrealized (gain) loss on certain investments of $(224,877), $(66,760), and $(67,953) for the years ended December 31, 2020, 2019 and 2018 respectively, which are not reflected in net investment income, gross operating expenses or net operating expenses. The (provision) benefit for income taxes related to net realized loss or unrealized loss (gain) on investments at taxable subsidiaries to net assets for the years ended December 31, 2020, 2019 and 2018 is less than (0.09)%, (0.03)% and (0.03)%, respectively.
(8)
Deferred offering costs of $261,761 for the year ended December 31, 2016 are not annualized.
NOTE 9 — CREDIT FACILITY
On October 11, 2017, the Company entered into a senior secured revolving credit agreement, as amended, dated as of October 10, 2017, that was amended and restated on September 18, 2020 with ZB, N.A., dba Amegy Bank and various other lenders (the “Credit Facility”).
The key changes in the amended and restated Credit Facility are as follows:
Prior agreement
As amended and restated
Maturity Date
October 10, 2021
September 18, 2025
Commitment termination date
March 10, 2021
September 18, 2024
LIBOR floor
None
0.25%
Prime rate floor
None
3.00%
Asset coverage ratio
Minimum of 1.75 to 1.00 (maximum leverage of 1.33x)
Minimum of 1.67 to 1.00 (maximum leverage of 1.5x)
Refinancing of 2022 Notes (1)
Not required
Required by March 15, 2022
(1)
See Note 14 for discussion about 2022 Notes subsequent to December 31, 2020
The Credit Facility, as amended and restated, provides for borrowings up to a maximum of $230,000,000 on a committed basis with an accordion feature that allows the Company to increase the aggregate commitments up to $280,000,000, subject to new or existing lenders agreeing to participate in the increase and other customary conditions.
Borrowings under the Credit Facility bear interest, subject to the Company’s election, on a per annum basis equal to (i) LIBOR plus 2.50% (or 2.75% during certain periods in which the Company’s asset coverage ratio is equal to or below 1.90 to 1.00) with a 0.25% LIBOR floor, or (ii) 1.50% (or 1.75% during certain periods in which the Company’s asset coverage ratio is equal to or below 1.90 to 1.00) plus an alternate base
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December 31, 2020
rate based on the highest of the Prime Rate, Federal Funds Rate plus 0.5% or one month LIBOR plus 1.0%. The Company pays unused commitment fees of 0.50% per annum on the unused lender commitments under the Credit Facility. Interest is payable quarterly in arrears. The commitment to fund the revolver expires on September 18, 2024, after which the Company may no longer borrow under the Credit Facility and must begin repaying principal equal to 1/12 of the aggregate amount outstanding under the Credit Facility. Any amounts borrowed under the Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on September 18, 2025.
The Company’s obligations to the lenders are secured by a first priority security interest in its portfolio of securities and cash not held at the SBIC subsidiaries, but excluding short term investments. The Credit Facility contains certain covenants, including but not limited to: (i) maintaining a minimum liquidity test of at least $10,000,000, including cash, liquid investments and undrawn availability, (ii) maintaining an asset coverage ratio of at least 1.67 to 1.0, (iii) maintaining a minimum shareholder’s equity, and (iv) maintaining a minimum interest coverage ratio of at least 2.00 to 1.00. As of December 31, 2020, the Company was in compliance with these covenants.
As of December 31, 2020 and December 31, 2019, the outstanding balance under the Credit Facility was $174,000,000 and $161,550,000, respectively. The carrying amount of the amount outstanding under the Credit Facility approximates its fair value. The fair value of the Credit Facility is determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Credit Facility is estimated based upon market interest rates for our own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. The Company has incurred costs of $3,636,707 in connection with the current Credit Facility, which are being amortized over the life of the facility. Additionally, $341,979 of costs from a prior credit facility will continue to be amortized over the life of the Credit Facility. As of December 31, 2020 and 2019, $2,271,595 and $1,039,367 of such prepaid loan structure fees and administration fees had yet to be amortized, respectively. These prepaid loan fees are presented on our consolidated statement of assets and liabilities as a deduction from the debt liability.
The following is a summary of the Credit Facility, net of prepaid loan structure fees:
December 31,
2020
December 31,
2019
Credit Facility payable
$
174,000,000
$
161,550,000
Prepaid loan structure fees
2,271,595
1,039,367
Credit facility payable, net of prepaid loan structure fees
$
171,728,405
$
160,510,633
Interest is paid monthly or quarterly in arrears. The following table summarizes the interest expense and amortized loan fees on the Credit Facility for the years ended December 31, 2020, 2019, and 2018:
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
For the years ended
December 31,
2020
December 31,
2019
December 31,
2018
Interest expense
$
5,837,905
$
5,112,499
$
3,737,735
Loan fee amortization
619,658
485,017
415,179
Commitment fees on unused portion
228,953
405,438
387,601
Administration fees
28,214
34,978
40,972
Total interest and financing expenses
$
6,714,730
$
6,037,932
$
4,581,487
Weighted average interest rate
3.2 %
4.8 %
4.7 %
Effective interest rate (including fee
amortization)
3.7 %
5.7 %
5.7 %
Average debt outstanding
$
181,943,716
$
106,244,521
$
79,818,493
Cash paid for interest and unused fees
$
6,284,516
$
5,217,832
$
4,158,382
NOTE 10 — SBA-GUARANTEED DEBENTURES
Due to the SBIC subsidiaries’ status as licensed SBICs, the Company has the ability to issue debentures guaranteed by the SBA at favorable interest rates. Under the regulations applicable to SBIC funds, a single licensee can have outstanding debentures guaranteed by the SBA subject to a regulatory leverage limit, up to two times the amount of “regulatory capital”, as such term is defined by the SBA. As of both December 31, 2020 and 2019, the SBIC subsidiary had $75,000,000 in regulatory capital and $150,000,000 of SBA-guaranteed debentures outstanding.
As of December 31, 2020 and 2019, the SBIC II subsidiary had $40,000,000 and $20,000,000 in regulatory capital and $26,500,000 and $11,000,000 of SBA-guaranteed debentures outstanding, respectively.
On August 12, 2014, the Company obtained exemptive relief from the SEC to permit it to exclude the SBA-guaranteed debentures from its asset coverage test under the 1940 Act. The exemptive relief provides the Company with increased flexibility under the asset coverage test by permitting it to borrow up to $325,000,000 more than it would otherwise be able to absent the receipt of this exemptive relief.
On a stand-alone basis, the SBIC subsidiaries collectively held $277,440,338 and $240,109,144 in assets at December 31, 2020 and 2019, respectively, which accounted for approximately 41.1% and 37.0% of our total consolidated assets at December 31, 2020 and 2019, respectively.
SBA-guaranteed debentures have fixed interest rates that equal prevailing 10-year U.S. Treasury Note rates plus a market spread and have a maturity of ten years with interest payable semi-annually. The principal amount of the SBA-guaranteed debentures is not required to be paid before maturity but may be pre-paid at any time with no prepayment penalty. SBA-guaranteed debentures drawn before October 1, 2019 incur upfront fees of 3.425%, which consists of a 1.00% commitment fee and a 2.425% issuance discount, which are amortized over the life of the SBA-guaranteed debentures. SBA-guaranteed debentures drawn after October 1, 2019 incur upfront fees of 3.435%, which consists of a 1.00% commitment fee and a 2.435% issuance discount, which are amortized over the life of the SBA-guaranteed debentures. Once pooled, which occurs in March and September of each applicable year, the SBA-guaranteed debentures bear interest at a fixed rate that is set to the current 10-year U.S. Treasury Note rate plus a spread at each pooling date.
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
The following table summarizes the SBIC subsidiary’s SBA-guaranteed debentures as of December 31, 2020:
Issuance Date
Licensee
Maturity Date
Debenture
Amount
Interest
Rate
SBA
Annual
Charge
October 14, 2014
SBIC
March 1, 2025
$
6,500,000
2.52 %
0.36 %
October 17, 2014
SBIC
March 1, 2025
6,500,000
2.52 %
0.36 %
December 24, 2014
SBIC
March 1, 2025
3,250,000
2.52 %
0.36 %
June 29, 2015
SBIC
September 1, 2025
9,750,000
2.83 %
0.36 %
October 22, 2015
SBIC
March 1, 2026
6,500,000
2.51 %
0.36 %
October 22, 2015
SBIC
March 1, 2026
1,500,000
2.51 %
0.74 %
November 10, 2015
SBIC
March 1, 2026
8,800,000
2.51 %
0.74 %
November 18, 2015
SBIC
March 1, 2026
1,500,000
2.51 %
0.74 %
November 25, 2015
SBIC
March 1, 2026
8,800,000
2.51 %
0.74 %
December 16, 2015
SBIC
March 1, 2026
2,200,000
2.51 %
0.74 %
December 29, 2015
SBIC
March 1, 2026
9,700,000
2.51 %
0.74 %
November 28, 2017
SBIC
March 1, 2028
25,000,000
3.19 %
0.22 %
April 27, 2018
SBIC
September 1, 2028
40,000,000
3.55 %
0.22 %
July 30, 2018
SBIC
September 1, 2028
17,500,000
3.55 %
0.22 %
September 25, 2018
SBIC
March 1, 2029
2,500,000
3.11 %
0.22 %
October 17, 2019
SBIC II
March 1, 2030
6,000,000
2.08 %
0.09 %
November 15, 2019
SBIC II
March 1, 2030
5,000,000
2.08 %
0.09 %
December 17, 2020
SBIC II
March 1, 2031
9,000,000
0.54 (1)
0.09 %
December 17, 2020
SBIC II
March 1, 2031
6,500,000
0.54 (1)
0.27 %
Total SBA-guaranteed debentures
$
176,500,000
(1)
Interest rate of the SBA-guaranteed debentures will be set as determined by the SBA when pooled on March 24, 2021.
As of December 31, 2020 and 2019, the carrying amount of the SBA-guaranteed debentures approximated their fair value. The fair values of the SBA-guaranteed debentures are determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair values of the SBA-guaranteed debentures are estimated based upon market interest rates for our own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. At December 31, 2020 and 2019, the SBA-guaranteed debentures would be deemed to be Level 3, as defined in Note 6.
As of December 31, 2020, the Company has incurred $6,182,775 in financing costs related to the SBA-guaranteed debentures since receiving our licenses, which were recorded as prepaid loan fees. As of December 31, 2020 and 2019, $3,332,504 and $3,456,147 of prepaid financing costs had yet to be amortized, respectively. These prepaid loan fees are presented on the consolidated statement of assets and liabilities as a deduction from the debt liability.
The following is a summary of the SBA-guaranteed debentures, net of prepaid loan fees:
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
December 31,
2020
December 31,
2019
SBA- guaranteed debentures payable
$
176,500,000
$
161,000,000
Prepaid loan fees
3,332,504
3,456,147
SBA-guaranteed debentures, net of prepaid loan fees
$
173,167,496
$
157,543,853
The following table summarizes the interest expense and amortized fees on the SBA-guaranteed debentures for the years ended December 31, 2020, 2019 and 2018:
For the years ended
December 31,
2020
December 31,
2019
December 31,
2018
Interest expense
$
5,385,661
$
5,166,475
$
3,982,658
Debenture fee amortization
701,069
623,900
623,989
Total interest and financing expenses
$
6,086,730
$
5,790,375
$
4,606,647
Weighted average interest rate
3.3 %
3.4 %
3.2 %
Effective interest rate (including fee
amortization)
3.8 %
3.8 %
3.7 %
Average debt outstanding
$
161,635,246
$
151,893,151
$
125,390,411
Cash paid for interest
$
5,346,231
$
5,007,832
$
3,107,218
NOTE 11 — NOTES
On August 21, 2017, the Company issued $42,500,000 in aggregate principal amount of 5.75% fixed-rate notes due September 15, 2022 (the “2022 Notes”). On September 8, 2017, the Company issued an additional $6,375,000 in aggregate principal amount of the 2022 Notes pursuant to a full exercise of the underwriters’ overallotment option. The 2022 Notes will mature with a balance of $48,875,000 on September 15, 2022 and may be redeemed in whole or in part at any time or from time to time at the Company’s option at a redemption price equal to 100% of the outstanding principal, plus accrued and unpaid interest. Interest is payable quarterly.
As of both December 31, 2020 and 2019, the aggregate carrying amount of all Notes was $48,875,000 and the fair value of the Notes was approximately $49,168,250 and $49,715,650, respectively. The 2022 Notes are listed on New York Stock Exchange under the trading symbol “SCA”. The fair value of the 2022 Notes is based on the closing price of the security, which is a Level 2 input under ASC 820 due to sufficient trading volume.
In connection with the issuance and maintenance of the 2022 Notes, we have incurred $1,688,961 of fees which are being amortized over the term of the 2022 Notes, of which $567,482 and $900,798 remained to be amortized as of December 31, 2020 and 2019, respectively. These financing costs are presented on the consolidated statement of assets and liabilities as a deduction from the debt liability.
The following table summarizes the interest expense and deferred financing costs on the 2022 Notes for the years ended December 31, 2020, 2019, 2018:
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
For the year
ended
December 31,
2020
For the year
ended
December 31,
2019
For the year
ended
December 31,
2018
Interest expense
$
2,810,312
$
2,810,312
$
2,810,312
Deferred financing costs
333,316
332,403
332,404
Administration fees
5,000
5,000
7,905
Total interest and financing expenses
$
3,148,628
$
3,147,715
$
3,150,621
Weighted average interest rate
5.7 %
5.8 %
5.8 %
Effective interest rate (including fee amortization)
6.4 %
6.4 %
6.4 %
Average debt outstanding
$
48,875,000
$
48,875,000
$
48,875,000
Cash paid for interest
$
2,810,312
$
2,810,312
$
2,810,312
The following is a summary of the Notes Payable, net of deferred financing costs:
December 31,
2020
December 31,
2019
Notes payable
$
48,875,000
$
48,875,000
Deferred financing costs
567,482
900,798
Notes payable, net of deferred financing costs
$
48,307,518
$
47,974,202
The indenture and supplements thereto relating to the 2022 Notes contain certain covenants, including but not limited to (i) a requirement that the Company comply with the asset coverage requirements of the 1940 Act or any successor provisions, and (ii) a requirement to provide financial information to the holders of the notes and the trustee under the indenture if the Company should no longer be subject to the reporting requirements under the Exchange Act.
NOTE 12 — SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
The following table sets forth the results of operations for the years ended December 31, 2020, 2019, and 2018. Results for any quarter are not necessarily indicative of results for the full year or for any future quarter.
2020
Qtr. 1
Qtr. 2
Qtr. 3
Qtr. 4
Total Investment Income
$
15,261,045
$
13,841,278
$
14,016,749
$
13,539,242
Net Investment Income
$
6,239,462
$
5,435,615
$
5,328,945
$
4,987,881
Net (Decrease) Increase in Net Assets from operations
$
(43,939,732 )
$
39,812,674
$
7,508,680
$
16,810,819
Total Investment Income per share (1)
$
0.79
$
0.71
$
0.72
$
0.69
Net Investment Income per share (1)
$
0.32
$
0.28
$
0.27
$
0.26
Net (Decrease) Increase in Net Assets from Operations per share (1)
$
(2.26 )
$
2.04
$
0.39
$
0.86
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
2019
Qtr. 1
Qtr. 2
Qtr. 3
Qtr. 4
Total Investment Income
$
13,834,929
$
14,170,255
$
15,515,227
$
15,391,478
Net Investment Income
$
4,333,659
$
5,415,400
$
5,798,659
$
6,891,091
Net Increase in Net Assets from Operations
$
10,142,443
$
5,994,683
$
8,468,254
$
1,832,807
Total Investment Income per share (1)
$
0.85
$
0.75
$
0.82
$
0.81
Net Investment Income per share (1)
$
0.27
$
0.29
$
0.31
$
0.36
Net Increase in Net Assets from Operations per
share (1)
$
0.62
$
0.32
$
0.45
$
0.10
2018
Qtr. 1
Qtr. 2
Qtr. 3
Qtr. 4
Total Investment Income
$
10,911,781
$
12,619,657
$
14,487,623
$
15,247,277
Net Investment Income
$
4,475,379
$
4,727,236
$
5,609,974
$
7,823,948
Net Increase in Net Assets from Operations
$
7,343,929
$
7,603,246
$
8,884,517
$
2,362,886
Total Investment Income per share (1)
$
0.68
$
0.79
$
0.91
$
0.96
Net Investment Income per share (1)
$
0.28
$
0.30
$
0.35
$
0.49
Net Increase in Net Assets from Operations per
share (1)
$
0.46
$
0.48
$
0.56
$
0.14
(1)
Per share amounts are calculated using weighted average shares outstanding during the period.
NOTE 13 — INCOME TAXES
As of December 31, 2020 and December 31, 2019, the Company had $21,051,549 and $22,548,941, respectively, of undistributed ordinary income. (1) Undistributed capital gains were $0 and $2,053,494 for the periods ended December 31, 2020 and December 31, 2019, respectively. All of the undistributed ordinary income as of December 31, 2020 will have been distributed within the required period of time such that the Company will not have to pay corporate-level U.S. federal income tax for the year ended December 31, 2020. We will be subject to a 4% nondeductible U.S. federal excise tax on our undistributed income to the extent we did not distribute an amount equal to at least 98% of our net ordinary income plus 98.2% of our capital gain net income attributable to the period. The Company has accrued $828,684 and $900,000 of U.S. federal excise tax for the tax years ended December 31, 2020 and December 31, 2019, respectively, independent of prior year adjustments. See Note 1 for further discussion of tax expense in each year.
Ordinary dividend distributions from a RIC do not qualify for the reduced maximum tax rate on qualified dividend income from domestic corporations, except to the extent that the RIC received the income in the form of qualifying dividends from domestic corporations and qualified foreign corporations. The tax character (2) of distributions paid in the years ended December 31, 2020 and 2019 was as follows:
December 31,
2020
December 31,
2019
Ordinary income
$
20,154,524
$
10,000,000
Qualified dividends
—
103,080
Distributions of long-term capital gains (2)
2,248,435
14,935,093
Total distributions accrued or paid to common stockholders
$
22,402,959
$
25,038,173
(1)
The Company’s taxable income for each period is an estimate and will not be finally determined until
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December 31, 2020
the Company files its tax return for each year. Therefore, final taxable income earned in each period, and the undistributed ordinary income and capital gains for each period carried forward for distribution in the following period, may be different than this estimate.
(2)
Distributions of long-term capital gains of $2,248,435 as of December 31, 2020 differ from distributions of net capital gains on the Consolidated Statement of Changes in Net Assets because it represents the completion of distribution of long-term capital gains recognized in 2019 for tax purposes. The qualified dividend amount in 2019 is derived from qualified dividends received by the Company from a portfolio company. Additional differences arise because certain prepayment gains are characterized differently for tax reporting purposes.
Listed below is a reconciliation of “Net increase in net assets resulting from operations” to taxable income and total distributions declared to common stockholders for the years ended December 31, 2020, 2019 and 2018:
2020
2019
2018
Net increase in net assets resulting from operations (includes NII, realized gain/loss, unrealized gain/loss and taxes)
$
20,192,441
$
26,438,186
$
26,194,578
Net change in unrealized (appreciation) depreciation
(8,555,274 )
15,499,766
1,646,549
Income tax provision
224,877
66,760
67,953
Pre-tax (income) expense, (gain) loss reported at Taxable Subsidiaries, not consolidated for tax purposes
65,484
(5,819,114 )
416,203
Long term capital loss carryover
4,896,643
—
—
Book income and tax income differences, including debt origination, interest accrual, income from pass-through investments, dividends, realized gains (losses) and changes in estimates
2,840,954
3,791,081
1,524,556
Estimated taxable income
$
19,665,125
$
39,976,679
$
29,849,839
Taxable income earned in prior year and carried forward for distribution in current year
22,434,805
7,496,299
(662,990 )
Adjustment for cumulative effect of distributions carried forward
1,354,578
—
—
Taxable income earned prior to period end and carried forward for distribution next period
(21,051,549 )
(24,602,435 )
(9,303,869 )
Distribution payable as of period end and paid in following period
—
2,167,630
1,807,570
Total distributions accrued or paid to common
stockholders
$
22,402,959
$
25,038,173
$
21,690,550
The aggregate gross unrealized appreciation and depreciation, the net unrealized appreciation, and the aggregate cost of the Company’s portfolio company securities for U.S. federal income tax purposes as of December 31, 2020 and December 31, 2019 were as follows:
2020
2019
Aggregate cost of portfolio securities for federal income tax purposes
$
658,628,966
$
643,573,873
Gross unrealized appreciation of portfolio company securities
28,143,621
17,587,984
Gross unrealized depreciation of portfolio company securities
(33,348,092 )
(31,347,731 )
Net unrealized appreciation of portfolio company securities
$
(5,204,471 )
$
(13,759,747 )
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
As of December 31, 2020, the Taxable Subsidiaries had unrealized losses in investments, net operating loss (“NOL”) carryovers, and capital loss carryovers creating a net deferred tax liability equal to $12,779 as reflected below. As of December 31, 2020, for U.S. federal income tax purposes, the Taxable Subsidiaries had capital loss carry forward of $1,382,978, which, if unused, will expire in the taxable year 2021. As of December 31, 2020, for U.S. federal income tax purposes, the Taxable Subsidiaries had net operating loss carryforwards totaling $3,313,794 of which $1,615,912 will expire during the tax years 2033 through 2037 if unused. Due to the nature of the Taxable Subsidiaries’ holdings, a valuation allowance was established when management determined it is more likely than not that some of the deferred tax assets will not be realized prior to expiration. Although our future projections indicate that we may be able to realize a portion of these deferred tax assets, due to the degree of uncertainty of these projections, management has recorded a deferred tax asset valuation allowance of $346,811.
2020
2019
Deferred tax asset
$
2,729,651
$
2,189,818
Deferred tax liability
(2,742,430 )
(2,043,021 )
Total deferred tax asset (liability) before valuation allowance
$
(12,779 )
$
146,797
Deferred tax valuation allowance
$
(346,811 )
$
(281,510 )
Net Deferred Tax Liability
$
(359,590 )
$
(134,713 )
The Company has recorded a tax reclassification of stockholders’ equity in accordance with U.S. GAAP to reduce paid-in capital and increases distributable earnings (reducing the accumulated undistributed deficit) for book to tax differences that it has determined to be permanent. For the years ended December 31, 2020 and 2019, this reclassification was $1,090,062 and $366,375, respectively. The total adjustment on the Statement of Assets and Liabilities as of December 31, 2020 and 2019 was $1,456,437 and $366,375, respectively.
Although the Company files federal and state tax returns, its major tax jurisdiction is federal. The 2017, 2018 and 2019 federal tax years for the Company remain subject to examination by the Internal Revenue Service.
NOTE 14 — SENIOR SECURITIES
Information about the Company’s senior securities is shown in the following table for the fiscal years ended December 31, 2012 through 2020.
Class and Year
Outstanding
Exclusive of
Treasury
Securities (1)
Asset
Coverage per
Unit (2)
Involuntary
Liquidating
Preference
per Unit (3)
Average
Market Value
per Unit (4)
(In thousands, except per unit amounts)
SBA-guaranteed debentures
Fiscal 2014
$
16,250
N/A (6)
—
N/A
Fiscal 2015
$
65,000
N/A (6)
—
N/A
Fiscal 2016
$
65,000
N/A (6)
—
N/A
Fiscal 2017
$
90,000
N/A (6)
—
N/A
Fiscal 2018
$
150,000
N/A (6)
—
N/A
Fiscal 2019
$
161,000
N/A (6)
—
N/A
Fiscal 2020
$
176,500
N/A (6)
—
N/A
Original Credit Facility (7)
Fiscal 2012
$
38,000
$
3,090
—
N/A
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STELLUS CAPITAL INVESTMENT CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
Class and Year
Outstanding
Exclusive of
Treasury
Securities (1)
Asset
Coverage per
Unit (2)
Involuntary
Liquidating
Preference
per Unit (3)
Average
Market Value
per Unit (4)
(In thousands, except per unit amounts)
Fiscal 2013
$
110,000
$
2,470
—
N/A
Fiscal 2014
$
106,500
$
2,320 (6)
—
N/A
Fiscal 2015
$
109,500
$
2,220 (6)
—
N/A
Fiscal 2016
$
116,000
$
2,210 (6)
—
N/A
Credit Facility
Fiscal 2017
$
40,750
$
3,460 (6)
—
N/A
Fiscal 2018
$
99,550
$
2,520 (6)
—
N/A
Fiscal 2019
$
161,550
$
2,286 (6)
—
N/A
Fiscal 2020
$
174,000
$
2,230 (6)
—
N/A
5.75% Notes due 2022
Fiscal 2017
$
48,875
$
3,460 (6)
—
$
25.34
Fiscal 2018
$
48,875
$
2,520 (6)
—
$
25.18
Fiscal 2019
$
48,875
$
2,286 (6)
—
$
24.43
Fiscal 2020
$
48,875
$
2,230 (6)
—
$
23.64
6.50% Notes due 2019 (8)
Fiscal 2014
$
25,000
$
2,320 (6)
—
$
25.41
Fiscal 2015
$
25,000
$
2,220 (6)
—
$
25.27
Fiscal 2016
$
25,000
$
2,210 (6)
—
$
25.11
Short-Term Loan (5)
Fiscal 2012
$
45,000
$
3,090
—
N/A
Fiscal 2013
$
9,000
$
2,470
—
N/A
(1)
Total amount of senior securities outstanding at the end of the period presented.
(2)
Asset coverage per unit is the ratio of the carrying value of the Company’s total assets, less all liabilities and indebtedness not represented by senior securities, in relation to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness.
(3)
The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it. The “— “ indicates information which the SEC expressly does not require to be disclosed for certain types of senior securities.
(4)
Average market value per unit for the 2022 Notes and the 6.50% Notes due 2019 represents the average of the daily closing prices as reported on the NYSE during the period presented. Average market value per unit for our SBA-guaranteed debentures, the Original Credit Facility and the Credit Facility are not applicable because these are not registered for public trading.
(5)
Refers to short-term loans that the Company obtained from Raymond James & Associates, Inc. and repaid in full on January 2, 2013 and January 2, 2014, respectively.
(6)
The Company has excluded its SBA-guaranteed debentures from the asset coverage calculation as of December 31, 2020, 2019, 2018, 2017, 2016, 2015 and 2014 pursuant to the exemptive relief granted by the SEC in August 2014 that permits it to exclude such SBA-guaranteed debentures from the definition of senior securities in the 150% asset coverage ratio we are required to maintain under the 1940 Act.
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STELLUS CAPITAL INVESTMENT CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
(7)
On November 13, 2012, the Company entered into a senior secured revolving credit agreement, by and among us, as the borrower, SunTrust Bank, as the administrative agent, various lenders that are parties thereto from time to time (the “Original Credit Facility”). The Company terminated the Original Credit Facility on October 11, 2017.
(8)
On September 20, 2017, the Company redeemed all of the issued and outstanding 6.50% Notes due 2019.
NOTE 15 — SUBSEQUENT EVENTS
Investment Portfolio
On January 14, 2021, the Company received full repayment on the first lien term loan and revolver of BFC Solmetex, LLC. for total proceeds of $13,613,967. The Company also received full repayment on the first lien term loan of Bonded Filter Co. LLC, a subsidiary of BFC Solmetex, LLC, for total proceeds of $1,193,460.
On January 29, 2021, the Company invested $11,250,000 in the first lien term loan of NuSource Financial, LLC, a provider of technology integration and installation of Automated Teller Machines / Integrated Teller Machines (“ATM” / “ITM”), maintenance services, and security solutions. Additionally, the Company invested $4,750,000 in the subordinated debt and warrants of the company.
On February 1, 2021, the Company invested $41,018 in the equity of Tailwind Core Investor, LLC, an existing portfolio company.
On February 11, 2021, the Company invested $7,194,811 in the first lien term loan of Time Manufacturing Acquisition, LLC, an existing portfolio company. Additionally, the Company invested $53,600 in the equity of the company.
On February 19, 2021, the Company invested $13,500,000 in the first lien term loan and committed $100,000 in the unfunded revolver of CEATI International, Inc., a provider of intellectual content, technical trade programs, research groups, and conferences for utility companies. Additionally, the Company invested $250,000 in the equity of the company.
On March 1, 2021, the Company invested $10,787,208 in the first lien term loan and committed $100,000 in the unfunded revolver of TAC LifePort Purchaser, LLC, a provider of aerospace products for the U.S. military / government, air medical, and high-end VIP aircraft end markets. Additionally, the Company invested $500,000 in the equity of the company.
On March 2, 2021, the Company invested $10,000,000 in the first lien term loan and $100,000 in the unfunded revolver of TradePending, LLC, a provider of vehicle trade-in and merchandising intelligence solutions for auto dealerships, primarily flagship dealerships. Additionally, we invested $750,000 in the equity of the company.
2026 Notes
On January 14, 2021, the Company issued $100,000,000 in aggregate principal amount of 4.875% fixed-rate notes due 2026 (the “2026 Notes”). The 2026 Notes will mature on March 30, 2026, and may be redeemed in whole or in part at any time or from time to time at our option on or after December 31, 2025 at a redemption price equal to 100% of the outstanding principal, plus accrued and unpaid interest. Interest is payable semi-annually beginning September 30, 2021. The Company used all of the net proceeds from this offering to fully redeem the 2022 Notes and repay a portion of the outstanding amount under the Credit Facility.
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
Redemption of 2022 Notes
On February 12, 2021, the Company redeemed all $48,875,000 in aggregate principal amount of the 2022 Notes. The 2022 Notes were redeemed at 100% of their principal amount, plus the accrued and unpaid interest thereon through the redemption date.
Credit Facility
The outstanding balance under the Credit Facility as of March 3, 2021 was $164,500,000.
SBA-guaranteed Debentures
The outstanding balance of SBA-guaranteed debentures as of March 3, 2021 was $210,000,000.
SBIC II Subsidiary
On January 21, 2021, the Company contributed $15,000,000 to the SBIC II subsidiary, bringing the total contributed capital to $35,000.000. On January 25, 2021, the Company increased committed capital to $60,000,000.
Distributions Declared
On January 15, 2021, the Company’s Board changed the frequency of distributions from quarterly to monthly and declared a regular monthly distribution for each of January, February and March 2021 as follows:
Declared
Ex-Dividend Date
Record Date
Payment Date
Amount per Share
1/15/2021
1/28/2021
1/29/2021
2/16/2021
$
0.0833
1/15/2021
2/25/2021
2/26/2021
3/15/2021
$
0.0833
1/15/2021
3/30/2021
3/31/2021
4/15/2021
$
0.0833
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Item 9.
Changes in and Disagreements with Independent Registered Public Accounting Firm on Accounting and Financial Disclosure
None.
Item 9A.
Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
As of December 31, 2020 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the 1934 Act). Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
(b) Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f), and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2020. Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2020 based upon the criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our assessment, management determined that our internal control over financial reporting was effective as of December 31, 2020.
(c) Changes in Internal Controls Over Financial Reporting
There have been no changes in our internal control over financing reporting that occurred during the fourth fiscal quarter of 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Item 9B.
Other Information.
None.
PART III
We will file with the Securities and Exchange Commission (the “SEC”) a definitive Proxy Statement for Stellus Capital Investment Corporation’s (“we”, “us”, “our” and the “Company”) 2021 Annual Meeting of Stockholders, pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year. Accordingly, certain information required by Part III has been omitted under General Instruction G(3) to the Annual Report on Form 10-K. Only those sections of our definitive Proxy Statement that specifically address the items set forth herein are incorporated by reference.
Item 10.
Directors, Executive Officers and Corporate Governance
The information required by Item 10 is hereby incorporated by reference from the Company’s definitive Proxy Statement relating to the Company’s 2021 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of the Company’s fiscal year.
We have adopted a code of business conduct and ethics that applies to our directors, officers and employees. This code of ethics is published on our website at www.stelluscapital.com . We intend to disclose any future amendments to, or waivers from, this code of conduct within four business days of the waiver or amendment through a website posting.
Item 11.
Executive Compensation
The information required by Item 11 is hereby incorporated by reference from the Company’s definitive Proxy Statement relating to the Company’s 2021 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of the Company’s fiscal year.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 is hereby incorporated by reference from the Company’s definitive Proxy Statement relating to the Company’s 2021 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of the Company’s fiscal year.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 is hereby incorporated by reference from the Company’s definitive Proxy Statement relating to the Company’s 2021 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of the Company’s fiscal year.
Item 14.
Principal Accountant Fees and Services
The information required by Item 14 is hereby incorporated by reference from the Company’s definitive Proxy Statement relating to the Company’s 2021 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of the Company’s fiscal year.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
a. Documents Filed as Part of this Report
The following financial statements are set forth in Item 8:
Page
Report of Independent Registered Public Accounting Firm
96
Statements of Assets and Liabilities as of December 31, 2020 and December 31, 2019
98
Statements of Operations for the years ended December 31, 2020, 2019, and 2018
99
Statements of Changes in Net Assets for the years ended December 31, 2020, 2019, and 2018
100
Statements of Cash Flows for the years ended December 31, 2020, 2019, and 2018
101
Schedule of Investments as of December 31, 2020 and December 31, 2019
103
Notes to Financial Statements
119
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b. Exhibits
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
3.1
Articles of Amendment and Restatement (Incorporated by reference to Exhibit (a)(1) to the Registrant’s Registration Statement on Form N-2 (File No. 333-184195), filed on October 23, 2012).
3.3
Bylaws (Incorporated by reference to Exhibit (b)(1) to the Registrant’s Registration Statement on Form N-2 (File No. 333-184195), filed on October 23, 2012).
4.1
Form of Stock Certificate (Incorporated by reference to Exhibit (d) to the Registrant’s Registration Statement on Form N-2 (File No. 333-184195), filed on October 23, 2012).
4.2
Form of Indenture (Incorporated by reference to Exhibit (d)(2) to the Registrant’s Registration Statement on Form N-2 (File No. 333-189938, filed January 29, 2014).
4.4
Second Supplemental Indenture between the Registrant and U.S. Bank National Association, date August 21, 2017, (Incorporated by reference on exhibit (d)(6) to the Registrant’s Registration Statement on Form N-2 (File No. 333-216138), filed on August 23, 2017).
4.5
Third Supplemental Indenture between the Registrant and U.S. Bank National Association, date January 14
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.