10-Q
1
tm2111794d1_10q.htm
FORM 10-Q
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2021
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION
FILE NUMBER: 1-35730
STELLUS
CAPITAL INVESTMENT CORPORATION
( Exact
Name of Registrant as Specified in Its Charter)
Maryland
46-0937320
(State
or other Jurisdiction of
Incorporation or Organization)
(I.R.S.
Employer
Identification No.)
4400
Post Oak Parkway, Suite 2200
Houston, Texas 77027
(Address
of Principal Executive Offices) (Zip Code)
(713)
292-5400
(Registrant’s
Telephone Number, Including Area Code)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock, par value $0.001 per share
SCM
New
York Stock Exchange
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes ☐ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
☐
Accelerated
filer
☐
Non-accelerated
filer
☒
Smaller
reporting company
☐
Emerging
growth company
☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No ☒
The
number of shares of the issuer’s Common Stock, $0.001 par value per share, outstanding as of May 6, 2021 was 19,486,003.
STELLUS CAPITAL INVESTMENT CORPORATION
TABLE OF CONTENTS
PART
I. FINANCIAL INFORMATION
Item 1.
Financial
Statements
1
Consolidated
Statements of Assets and Liabilities as of March 31, 2021 (unaudited) and December 31, 2020
2
Consolidated
Statements of Operations for the three-month periods ended March 31, 2021 and March 31, 2020 (unaudited)
3
Consolidated
Statements of Changes in Net Assets for the three-month periods ended March 31, 2021 and March 31, 2020 (unaudited)
4
Consolidated
Statements of Cash Flows for the three-month periods ended March 31, 2021 and March 31, 2020 (unaudited)
5
Consolidated
Schedules of Investments as of March 31, 2021 (unaudited) and December 31, 2020
7
Notes
to Unaudited Financial Statements
24
Item 2.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
57
Item 3.
Quantitative
and Qualitative Disclosures About Market Risk
76
Item 4.
Controls
and Procedures
76
PART
II. OTHER INFORMATION
Item 1.
Legal
Proceedings
78
Item 1A.
Risk
Factors
78
Item 2.
Unregistered
Sales of Equity Securities and Use of Proceeds
78
Item 3.
Defaults
Upon Senior Securities
78
Item 4.
Mine
Safety Disclosures
78
Item 5.
Other
Information
78
Item 6.
Exhibits
78
i
PART
I — FINANCIAL INFORMATION
STELLUS
CAPITAL INVESTMENT CORPORATION
CONSOLIDATED
STATEMENTS OF ASSETS AND LIABILITIES
March
31,
2021
December
31,
(Unaudited)
2020
ASSETS
Non-controlled,
non-affiliated investments, at fair value (amortized cost of $719,546,960 and $658,628,966, respectively)
$ 714,464,472
$ 653,424,495
Cash
and cash equivalents
30,449,635
18,477,602
Receivable
for sales and repayments of investments
210,442
215,929
Interest
receivable
2,152,217
2,189,448
Other
receivables
25,495
25,495
Deferred
offering costs
—
90,000
Prepaid
expenses
456,315
487,188
Total
Assets
$ 747,758,576
$ 674,910,157
LIABILITIES
Notes
payable
$ 97,765,674
$ 48,307,518
Credit
facility payable
163,342,988
171,728,405
SBA-guaranteed
debentures
205,285,585
173,167,496
Dividends
payable
1,623,187
—
Management
fees payable
1,963,861
2,825,322
Income
incentive fees payable
122,499
681,660
Capital
gains incentive fees payable
604,302
521,021
Interest
payable
1,825,427
2,144,085
Unearned
revenue
475,222
523,424
Administrative
services payable
389,005
391,491
Deferred
tax liability
527,394
359,590
Income
tax payable
92,726
724,765
Other
accrued expenses and liabilities
311,821
174,731
Total
Liabilities
$ 474,329,691
$ 401,549,508
Commitments
and contingencies (Note 7)
Net
Assets
$ 273,428,885
$ 273,360,649
NET
ASSETS
Common
stock, par value $0.001 per share (100,000,000 shares authorized; 19,486,003 issued and outstanding for both periods)
$ 19,486
$ 19,486
Paid-in
capital
276,026,667
276,026,667
Accumulated
undistributed deficit
(2,617,268 )
(2,685,504 )
Net
Assets
$ 273,428,885
$ 273,360,649
Total
Liabilities and Net Assets
$ 747,758,576
$ 674,910,157
Net
Asset Value Per Share
$ 14.03
$ 14.03
2
STELLUS
CAPITAL INVESTMENT CORPORATION
CONSOLIDATED
STATEMENTS OF OPERATIONS (unaudited)
For
the
three
months ended
March 31,
2021
For
the
three
months ended
March 31,
2020
INVESTMENT
INCOME
Interest
income
$ 13,512,777
$ 14,849,588
Other
income
475,087
411,457
Total
Investment Income
$ 13,987,864
$ 15,261,045
OPERATING
EXPENSES
Management
fees
$ 2,963,861
$ 2,719,054
Valuation
fees
128,353
109,833
Administrative
services expenses
453,389
466,935
Income
incentive fees
—
1,339,637
Capital
gains incentive fees (reversal)
83,281
(880,913 )
Professional
fees
268,965
386,714
Directors’
fees
91,500
132,250
Insurance
expense
117,507
93,071
Interest
expense and other fees
4,323,478
4,292,204
Income
tax expense
239,981
196,795
Other
general and administrative expenses
256,918
166,003
Total
Operating Expenses
$ 8,927,233
$ 9,021,583
Net
Investment Income
$ 5,060,631
$ 6,239,462
Net
realized gain on non-controlled, non-affiliated investments
$ 462,228
$ 1,296,793
Loss
on debt extinguishment
$ (539,250 )
$ —
Net
change in unrealized appreciation (depreciation) on non-controlled, non-affiliated investments
$ 121,983
$ (51,504,946 )
(Provision)
benefit for taxes on net unrealized gain on investments
$ (167,804 )
$ 28,959
Net
Increase (Decrease) in Net Assets Resulting from Operations
$ 4,937,788
$ (43,939,732 )
Net
Investment Income Per Share
$ 0.26
$ 0.32
Net
Increase (Decrease) in Net Assets Resulting from Operations Per Share
$ 0.25
$ (2.26 )
Weighted
Average Shares of Common Stock Outstanding
19,486,003
19,429,480
Distributions
Per Share
$ 0.25
$ 0.34
3
STELLUS
CAPITAL INVESTMENT CORPORATION
CONSOLIDATED
STATEMENTS OF CHANGES IN NET ASSETS (unaudited)
For the
For the
three
three
months ended
months ended
March 31,
March 31,
2021
2020
Increase (Decrease) in Net Assets Resulting
from Operations
Net investment income
$ 5,060,631
$ 6,239,462
Net realized gain on non-controlled, non-affiliated investments
462,228
1,296,793
Loss on debt extinguishment
(539,250 )
—
Net change in unrealized appreciation (depreciation) on
non-controlled, non-affiliated investments
121,983
(51,504,946 )
(Provision) benefit for taxes on unrealized
appreciation on investments
(167,804 )
28,959
Net Increase (Decrease) in Net Assets
Resulting from Operations
$ 4,937,788
$ (43,939,732 )
Stockholder Distributions From:
Net investment income
$ (4,869,552 )
$ (6,619,297 )
Total Distributions
$ (4,869,552 )
$ (6,619,297 )
Capital Share Transactions
Issuance of common stock
$ —
$ 4,930,467
Sales load
—
(5,681 )
Offering costs
—
(18,169 )
Partial share transactions
—
(96 )
Net Increase in Net Assets Resulting
From Capital Share Transactions
$ —
$ 4,906,521
Total Increase
(Decrease) in Net Assets
$ 68,236
$ (45,652,508 )
Net Assets at
Beginning of Period
$ 273,360,649
$ 270,571,173
Net Assets at
End of Period
$ 273,428,885
$ 224,918,665
4
STELLUS
CAPITAL INVESTMENT CORPORATION
CONSOLIDATED
STATEMENTS OF CASH FLOWS (unaudited)
For
the
For
the
three
three
months
ended
months
ended
March
31,
March
31,
2021
2020
Cash flows
from operating activities
Net increase (decrease)
in net assets resulting from operations
$ 4,937,788
$ (43,939,732 )
Adjustments
to reconcile net increase (decrease) in net assets from operations to net cash used in operating activities:
Purchases of investments
(93,290,837 )
(61,533,313 )
Proceeds
from sales and repayments of investments
33,473,269
31,763,595
Net
change in unrealized (appreciation) depreciation on investments
(121,983 )
51,504,946
Increase
in investments due to PIK
(118,329 )
(537,284 )
Amortization
of premium and accretion of discount, net
(521,051 )
(538,019 )
Deferred
tax provision (benefit)
167,804
(28,959 )
Amortization
of loan structure fees
114,583
149,978
Amortization
of deferred financing costs
122,460
82,874
Amortization
of loan fees on SBA-guaranteed debentures
233,814
171,275
Net
realized gain on investments
(455,560 )
(1,296,793 )
Loss
on debt extinguishment
539,250
—
Changes
in other assets and liabilities
(Decrease)
increase in interest receivable
37,231
(1,058,214 )
Decrease
in prepaid expenses
30,873
43,923
(Decrease)
increase in management fees payable
(861,461 )
23,274
Decrease
in incentive fees payable
(559,161 )
(126,396 )
Increase
(decrease) in capital gains incentive fees payable
83,281
(880,913 )
(Decrease)
increase in administrative services payable
(2,486 )
18,949
Decrease
in interest payable
(318,658 )
(1,405,298 )
(Decrease)
increase in unearned revenue
(48,202 )
154,391
Decrease
in income tax payable
(632,039 )
(747,600 )
Increase
in other accrued expenses and liabilities
137,090
295,218
Net
Cash Used in Operating Activities
$ (57,052,324 )
$ (27,884,098 )
Cash flows
from Financing Activities
Proceeds
from the issuance of common stock
$ —
$ 4,794,995
Sales
load for commons stock issued
—
(5,681 )
Offering
costs paid for common stock issued
—
(18,169 )
Stockholder
distributions paid
(3,246,365 )
(6,445,020 )
Repayment of Notes Payable
(48,875,000 )
—
Proceeds
from issuance of Notes
100,000,000
—
Financing
costs from bond issuance
(2,238,553 )
—
Proceeds
from SBA Debentures
33,500,000
—
Financing
costs paid on SBA Debentures
(1,615,725 )
—
Borrowings
under Credit Facility
113,300,000
74,450,000
Repayments
of Credit Facility
(121,800,000 )
(26,000,000 )
Partial
Share Redemption
—
(96 )
Net
Cash Provided by Financing Activities
$ 69,024,357
$ 46,776,029
Net
Increase in Cash and Cash Equivalents
$ 11,972,033
$ 18,891,931
Cash
and cash equivalents balance at beginning of period
18,477,602
16,133,315
Cash
and Cash Equivalents Balance at End of Period
$ 30,449,635
$ 35,025,246
Supplemental
and Non-Cash Activities
Cash
paid for interest expense
$ 4,166,438
$ 5,291,684
Excise
tax paid
870,000
940,000
Shares
issued pursuant to Dividend Reinvestment Plan
—
135,472
Increase
in distribution payable
1,623,187
38,805
Decrease
in deferred offering costs for Notes Payable offering
(90,000 )
—
Gain on conversion of equity investment
6,668
—
5
Stellus
Capital Investment Corporation
Consolidated
Schedule of Investments
March 31, 2021
(unaudited)
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
$
4,802,580
4,778,041
4,802,580
1.76
%
Delayed
Draw Term Loan
(35)
First
Lien
1M L+7.00%
1.75
%
8.75
%
8/3/2018
6/30/2023
$
157,202
157,202
157,202
0.06
%
Total
$
4,935,243
$
4,959,782
1.82
%
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
$
17,456,250
17,121,650
17,107,123
6.26
%
GP
ABX Holdings Partnership, L.P. Common Stock
(4)
Equity
8/8/2018
644,737 units
700,000
820,000
0.30
%
Total
$
17,821,650
$
17,927,123
6.56
%
Anne
Lewis Strategies, LLC
(20)
Washington,
D.C
Term
Loan (SBIC II)
(9)(35)
First
Lien
3M L+6.75%
1.00
%
7.75
%
3/5/2021
3/5/2026
Services:
Business
$
11,500,000
11,273,049
11,273,049
4.12
%
SG
AL Investment, LLC Common Units
(4)
Equity
3/5/2021
1,000 units
1,000,000
1,000,000
0.37
%
Total
$
12,273,049
$
12,273,049
4.49
%
APE
Holdings, LLC
Deer Park,
TX
Class
A Common Units
(4)
Equity
9/5/2014
Chemicals,
Plastics, & Rubber
375,000 units
375,000
70,000
0.03
%
Atmosphere
Aggregator Holdings II, LP
Atlanta,
GA
Common
Units
(4)
Equity
1/26/2016
Services:
Business
254,250 units
0
1,440,000
0.53
%
Stratose
Aggregator Holdings, LP Common Units
(4)
Equity
6/30/2015
750,000 units
0
4,240,000
1.55
%
Total
$
0
$
5,680,000
2.08
%
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
$
3,950,617
3,938,765
3,812,346
1.39
%
Term
Loan
(35)
First
Lien
1M L+5.00%
1.00
%
6.00
%
2/4/2019
6/29/2023
$
6,716,049
6,669,813
6,480,988
2.37
%
ASC
Communications Holdings, LLC Class A Preferred Units (SBIC)
(2)(4)
Equity
6/29/2017
73,529 shares
48,148
370,000
0.14
%
Total
$
10,656,726
$
10,663,334
3.90
%
BW
DME Acquisition, LLC
Tempe,
AZ
Term
Loan (SBIC)
(2)(13)(22)
First
Lien
3M L+6.00%
1.00
%
8.57
%
8/24/2017
8/24/2022
Healthcare
& Pharmaceuticals
$
16,695,804
16,524,685
16,695,804
6.11
%
BW
DME Holdings, LLC, Term Loan
(6)
Unsecured
17.50%
17.50
%
6/1/2018
6/30/2020
$
407,938
407,938
407,938
0.15
%
BW
DME Holdings, LLC Class A-1 Preferred Units
(4)
Equity
8/24/2017
1,000,000 shares
1,000,000
1,690,000
0.62
%
BW
DME Holdings, LLC Class A-2 Preferred Units
(4)
Equity
1/26/2018
937,261 shares
937,261
1,590,000
0.58
%
Total
$
18,869,884
$
20,383,742
7.46
%
6
Stellus
Capital Investment Corporation
Consolidated
Schedule of Investments
March 31, 2021
(unaudited)
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
$
16,033,333
15,800,550
15,632,500
5.72
%
CF
Topco LLC, Common Units
(4)
Equity
8/28/2019
9,160
shares
916,015
780,000
0.29
%
Total
$ 16,716,565
$ 16,412,500
6.01
%
CEATI
International, Inc.
(39)
Montreal, Quebec
Term
Loan
(5)(35)
First Lien
3M
L+6.50%
1.00 %
7.50 %
2/19/2021
2/19/2026
Services: Business
$
13,500,000
13,233,673
13,233,676
4.84
%
CEATI
Holdings, LP, Class A Units
(4)(5)
Equity
2/19/2021
250,000
shares
250,000
250,000
0.09
%
Total
$ 13,483,673
$ 13,483,676
4.93
%
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+6.00%
1.00 %
7.00 %
11/20/2020
11/20/2026
High Tech Industries
$
12,468,750
12,230,520
12,281,719
4.49
%
CompleteCase,
LLC
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
$
11,449,565
11,229,989
11,163,326
4.08
%
Revolver
(21)(35)
First Lien
3M
L+6.50%
1.00 %
7.50 %
12/21/2020
12/21/2025
$
33,333
33,333
32,500
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
530,000
0.19
%
Total
$ 11,785,061
$ 11,725,826
4.28
%
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
$
6,964,286
6,876,265
6,923,548
2.53
%
Term
Loan
(35)
First Lien
3M
L+6.75%
1.50 %
8.25 %
2/28/2019
8/30/2024
$
1,400,000
1,381,071
1,391,811
0.51
%
Term
Loan B (SBIC)
(2)(35)
First Lien
3M
L+6.75%
1.50 %
8.25 %
8/14/2020
8/30/2024
$
3,731,250
3,667,053
3,709,424
1.36
%
Delayed
Draw Term Loan
(35)
First Lien
3M
L+6.75%
1.50 %
8.25 %
8/31/2018
8/30/2024
$
5,236,607
5,236,607
5,205,976
1.90
%
Tailwind
Core Investor, LLC Class A Preferred Units
(4)
Equity
8/31/2018
5,583
units
588,813
760,000
0.28
%
Total
$ 17,749,809
$ 17,990,759
6.58
%
Data
Centrum Communications, Inc.
Montvale, NJ
Term
Loan
(35)
First Lien
3M
L+7.50%
1.00 %
8.50 %
5/15/2019
5/15/2024
Media: Advertising, Printing & Publishing
$
15,965,625
15,753,687
15,167,344
5.55
%
Health
Monitor Holdings, LLC Series A Preferred Units
(4)
Equity
5/15/2019
1,000,000
shares
1,000,000
330,000
0.12
%
Total
$ 16,753,687
$ 15,497,344
5.67
%
Douglas
Products Group, LP
Liberty, MO
Class
A Common Units
(4)
Equity
12/27/2018
Chemicals, Plastics, & Rubber
322 shares
139,656
850,000
0.31
%
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
$
9,875,000
9,795,676
9,875,000
3.61
%
DTE
Enterprises, LLC
(18)
Roselle, IL
Term
Loan
(6)(35)
First Lien
6M
L+8.50%
1.50 %
9.50 %
0.50 %
4/13/2018
4/13/2023
Energy: Oil & Gas
$
9,332,758
9,245,385
8,539,474
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
%
7
Stellus
Capital Investment Corporation
Consolidated
Schedule of Investments
March 31, 2021
(unaudited)
DTE
Holding Company, LLC Preferred Shares, Class AA
(4)
Equity
4/13/2018
723,684
shares
723,684
200,000
0.07
%
Total
$ 10,435,273
$ 8,959,474
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
$
18,309,375
18,015,707
17,943,188
6.56
%
Revolver
(3)(35)
First
Lien
3M
L+6.00%
1.75 %
7.75 %
1/31/2020
1/31/2025
$
1,350,000
1,350,000
1,323,000
0.48
%
SP
EA Holdings, LLC Preferred Shares, Class A
(4)
Equity
1/31/2020
900,000
shares
900,000
510,000
0.19
%
Total
$ 20,265,707
$ 19,776,188
7.23
%
Empirix
Holdings I, Inc.
Billerica,
MA
Common
Shares, Class A
(4)
Equity
11/1/2013
Software
1,304 shares
1,304,232
1,830,000
0.67
%
Common
Shares, Class B
(4)
Equity
11/1/2013
1,317,406
shares
13,174
20,000
0.01
%
Total
$ 1,317,406
$ 1,850,000
0.68
%
Energy
Labs Holding Corp.
Houston,
TX
Common
Stock
(4)
Equity
9/29/2016
Energy:
Oil & Gas
598 shares
598,182
820,000
0.30
%
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
$
16,671,875
16,462,299
16,421,797
6.01
%
SP
ELS Holdings LLC, Class A Common Units
(4)
Equity
2/8/2019
1,069,143
shares
1,069,143
690,000
0.25
%
Total
$ 17,531,442
$ 17,111,797
6.26
%
EOS
Fitness Holdings, LLC
Phoenix,
AZ
Preferred
Units
(4)
Equity
12/30/2014
Hotel,
Gaming, & Leisure
118 shares
0
0
0.00
%
Class
B Common Units
(4)
Equity
12/30/2014
3,017
shares
0
0
0.00
%
Total
$ 0
$ 0
0.00
%
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
14,866,242
14,992,490
5.48
%
SP
FGT Holdings, LLC, Class A Common
(4)
Equity
2/5/2018
1,000,000
shares
978,511
3,420,000
1.25
%
Total
$ 15,844,753
$ 18,412,490
6.73
%
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
$
20,540,541
20,334,097
20,437,838
7.47
%
Delayed
Draw Term Loan
(13)(22)
First
Lien
6M
L+6.35%
1.00 %
9.55 %
6/27/2018
4/24/2023
$
1,126,213
1,126,213
1,120,582
0.41
%
Total
$ 21,460,310
$ 21,558,420
7.88
%
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
4,983,748
2,900,000
1.06
%
General
LED OPCO, LLC
(40)
San Antonio,
TX
Term
Loan
(35)
Second
Lien
3M
L+9.00%
1.50 %
0.00 %
5/1/2018
11/1/2023
Services:
Business
$
4,500,000
4,451,831
3,645,000
1.33
%
GS
HVAM Intermediate, LLC
Carlsbad,
CA
Term
Loan
(35)
First
Lien
1M
L+5.75%
1.00 %
6.75 %
10/18/2019
10/2/2024
Beverage,
Food, & Tobacco
$
12,862,942
12,766,331
12,862,942
4.70
%
Revolver
(34)(35)
First
Lien
1M
L+5.75%
1.00 %
6.75 %
10/18/2019
10/2/2024
$
1,007,576
1,007,576
1,007,576
0.37
%
HV
GS Acquisition, LP Class A Interests
(4)
Equity
6/29/2018
1,796
shares
1,618,844
1,990,000
0.73
%
Total
$ 15,392,751
$ 15,860,518
5.80
%
8
Stellus
Capital Investment Corporation
Consolidated
Schedule of Investments
March 31, 2021
(unaudited)
Grupo
HIMA San Pablo, Inc., et al
San
Juan, PR
Term
Loan
(27)(35)(41)
First
Lien
3M
L+7.00%
1.50 %
0.00 %
2/1/2013
1/31/2018
Healthcare
& Pharmaceuticals
$
4,503,720
4,503,720
2,341,935
0.86
%
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
$ 2,341,935
0.86
%
I2P
Holdings, LLC
Cleveland,
OH
Series
A Preferred
(4)
Equity
1/31/2018
Services:
Business
750,000 shares
750,000
3,890,000
1.42
%
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
$
7,049,279
6,923,287
6,978,786
2.55
%
EC
Defense Holdings, Class B Units (SBIC)
(2)(4)
Equity
7/31/2020
20,054
shares
500,000
670,000
0.2 5
%
Total
$ 7,423,287
$ 7,648,786
2.80
%
ICD
Holdings, LLC
San Francisco,
CA
Class
A Preferred
(4)(5)
Equity
1/1/2018
9,962 shares
464,616
2,320,000
0.8 5
%
Industry
Dive, Inc.
(37)
Washington,
D.C.
Term
Loan (SBIC)
(2)(35)
First
Lien
1M
L+6.25%
1.00 %
7.25 %
7/17/2020
8/30/2024
Services:
Business
$
6,998,213
6,878,131
6,928,231
2.53
%
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
$
16,428,716
16,201,502
16,428,716
6.0 1
%
Revolver
(35)
First
Lien
3M
L+5.50%
1.50 %
7.00 %
7/17/2019
6/24/2024
$
553,517
553,517
553,517
0.2 0
%
Total
$ 16,755,019
$ 16,982,233
6.2 1
%
Interstate
Waste Services, Inc.
Amsterdam,
OH
Common
Units
(4)
Equity
10/30/2015
Environmental
Industries
21,925 shares
946,125
370,000
0.1 4
%
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
$
5,925,000
5,835,437
5,925,000
2.1 7
%
Term
Loan
(35)
First
Lien
3M
L+6.00%
1.50 %
7.50 %
10/18/2019
10/18/2024
$
11,356,250
11,184,587
11,356,250
4.1 5
%
Legacy
Parent, Inc. Class A Common Units
(4)
Equity
10/30/2020
58 shares
125,000
130,000
Total
$ 17,145,024
$ 17,411,250
6.3 2
%
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
5,384,170
5,469,818
2.0 0
%
Term
Loan
(35)
First
Lien
3M
L+6.50%
1.50 %
8.00 %
8/28/2019
8/28/2025
$
5,925,636
5,779,075
5,925,636
2.1 7
%
Invincible
Parent Holdco, LLC Class A Common Units
(4)
Equity
8/28/2019
1,000,000
shares
968,105
600,000
0.2 2
%
Total
$ 12,131,350
$ 11,995,454
4.3 9
%
J.R.
Watkins, LLC
San Francisco,
CA
Term
Loan (SBIC)
(2)(6)
First
Lien
10.00 %
7.00 %
3.00 %
12/22/2017
12/22/2022
Consumer
Goods: non-durable
$
12,310,854
12,213,466
12,310,854
4.5 0
%
J.R.
Watkins Holdings, Inc. Class A Preferred
(4)
Equity
12/22/2017
1,133
shares
1,132,576
730,000
0.2 7
%
Total
$ 13,346,042
$ 13,040,854
4.77
%
9
Stellus
Capital Investment Corporation
Consolidated
Schedule of Investments
March 31, 2021
(unaudited)
Jurassic
Acquisiton Corp.
Sparks,
MD
Term
Loan
(12)
First
Lien
3M
L+5.50%
0.00 %
5.70 %
12/28/2018
11/15/2024
Metals
& Mining
$
17,106,250
16,937,047
17,106,250
6.2 6
%
Kelleyamerit
Holdings, Inc.
Walnut
Creek, CA
Term
Loan (SBIC)
(2)(13)(22)
First
Lien
1M
L+6.50%
1.00 %
8.87 %
12/24/2020
12/24/2025
Automotive
$
9,750,000
9,565,339
9,506,250
3.4 8
%
Term
Loan
(13)(22)
First
Lien
1M
L+6.50%
1.00 %
8.87 %
12/24/2020
12/24/2025
$
1,500,000
1,471,591
1,462,500
0.5 3
%
Total
$ 11,036,930
$ 10,968,750
4.0 1
%
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
$
1,580,768
1,580,768
1,580,768
0.5 8
%
KidKraft
Group Holdings, LLC Preferred B Units
(4)
Equity
4/3/2020
4,000,000
shares
4,000,000
4,000,000
1.4 6
%
Total
$ 5,580,768
$ 5,580,768
2.0 4
%
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
$
13,588,942
13,385,564
13,588,942
4.9 7
%
Lynx
FBO Investments, LLC Class A-1 Common Units
(4)
Equity
9/30/2019
4,288
shares
593,480
680,000
0.2 5
%
Total
$ 13,979,044
$ 14,268,942
5.22
%
Madison
Logic, Inc.
New York,
NY
Term
Loan (SBIC)
(2)(35)
First
Lien
1M
L+6.50%
1.00 %
7.50 %
2/4/2021
5/31/2023
Media:
Broadcasting & Subscription
$
3,816,247
3,798,418
3,798,418
1.39
%
Madison
Logic Holdings, Inc. Common Stock (SBIC)
(2)(4)
Equity
11/30/2016
5,000 shares
50,000
110,000
0.04
%
Madison
Logic Holdings, Inc. Series A Preferred Stock (SBIC)
(2)(4)
Equity
11/30/2016
4,500
shares
450,000
980,000
0.36
%
Total
$ 4,298,418
$ 4,888,418
1.79
%
Mobile
Acquisition Holdings, LP
Santa
Clara, CA
Class
A Common Units
(4)
Equity
11/1/2016
Software
750 units
455,385
2,500,000
0.91
%
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
$
7,210,743
7,163,798
7,210,743
2.64
%
Term
Loan (SBIC)
(2)(35)
First
Lien
3M
L+6.25%
1.00 %
7.25 %
3/31/2021
4/11/2024
$
4,000,000
3,920,000
4,000,000
1.46
%
Delayed
Draw Term Loan
(35)
First
Lien
3M
L+6.25%
1.00 %
7.25 %
4/11/2019
4/11/2024
$
2,158,590
2,128,324
2,158,590
0.79
%
Cool
Supply Holdings, LLC Class A Common Units
(4)
Equity
4/11/2019
500,000
units
496,362
620,000
0.23
%
Total
$ 13,708,484
$ 13,989,333
5.12
%
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
$
5,796,664
5,712,437
5,796,664
2.12
%
Term
Loan
(35)
First
Lien
3M
L+6.25%
1.50 %
7.75 %
8/30/2019
8/30/2024
$
9,192,245
9,058,680
9,192,245
3.36
%
CGC
NH, Inc. Common Units
(4)
Equity
8/30/2019
123 shares
440,758
580,000
0.21
%
Total
$ 15,211,875
$ 15,568,909
5.69
%
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
9,888,426
9,850,000
3.6 0
%
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
7,497,956
7,424,625
2.72
%
10
Stellus
Capital Investment Corporation
Consolidated
Schedule of Investments
March 31, 2021
(unaudited)
NS
Group Holding Company, LLC Class A Common Units
(4)
Equity
5/6/2019
750
shares
750,000
530,000
0.19
%
Total
$
8,247,956
$
7,954,625
2.91
%
NuMet
Machining Techniques, LLC
Birmingham, UK
Term
Loan
(5)(35)
Second Lien
1M L+9.00%
2.00
%
11.00
%
11/5/2019
5/5/2026
Aerospace & Defense
$
12,675,000
12,467,955
11,977,875
4.38
%
Bromford
Industries Limited Term Loan
(5)(35)
Second Lien
1M L+9.00%
2.00
%
11.00
%
11/5/2019
5/5/2026
$
7,800,000
7,668,470
7,371,000
2.70
%
Bromford
Holdings, L.P. Class A Membership Units
(4)(5)
Equity
11/5/2019
866,629 shares
866,629
160,000
0.06
%
Bromford
Holdings, L.P. Class D Membership Units
(4)(5)
Equity
3/18/2021
280,078
shares
280,078
280,000
0.10
%
Total
$
21,283,132
$
19,788,875
7.24
%
NuSource
Financial, LLC
Eden Prairie, MN
Term
Loan (SBIC II)
(9)(35)
First Lien
1M L+9.00%
1.00
%
10.00
%
1/29/2021
1/29/2026
Services: Business
$
11,250,000
11,030,757
11,030,757
4.03
%
NuSource
Financial Acquisition, Inc. (SBIC II)
(9)
Unsecured
13.75%
13.75
%
1/29/2021
7/29/2026
$
4,750,000
4,656,923
4,657,431
1.70
%
NuSource
Holdings, Inc., Warrants (SBIC II)
(4)(9)
Equity
1/29/2021
54,966
shares
0
0
0.00
%
Total
$
15,687,680
$
15,688,188
5.73
%
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
$
13,231,701
13,080,454
13,231,701
4.84
%
Functional
Aggregator, LLC Common Units
(4)
Equity
11/15/2018
12,500
shares
1,250,000
1,290,000
0.47
%
Total
$
14,330,454
$
14,521,701
5.31
%
Onpoint
Industrial Services, LLC
Deer Park, TX
Term
Loan (SBIC)
(2)(35)
First Lien
3M L+7.25%
1.00
%
8.25
%
3/15/2021
3/15/2026
Services: Business
$
10,500,000
10,292,747
10,292,747
3.76
%
Onpoint
Parent Holdings, LLC, Class A Units
(4)
Equity
3/15/2021
500,000
shares
500,000
500,000
0.18
%
Total
$
10,792,747
$
10,792,747
3.94
%
PCP
MT Aggregator Holdings, L.P.
Oak Brook, IL
Common
LP Units
(4)
Equity
3/29/2019
Finance
750,000 shares
0
1,540,000
0.56
%
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
$
1,953,460
1,926,154
1,953,460
0.71
%
Term
Loan
(35)
First Lien
3M L+5.75%
1.50
%
7.25
%
7/1/2019
7/1/2024
$
14,895,134
14,686,927
14,895,134
5.45
%
Delayed
Draw Term Loan
(35)
First Lien
3M L+5.75%
1.50
%
7.25
%
7/1/2019
7/1/2024
$
990,000
990,000
990,000
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
240,000
0.09
%
PCS
Software Holdings, LLC Class A-2 Preferred Units
(4)
Equity
11/12/2020
63,312
shares
63,312
50,000
0.02
%
Total
$
18,562,588
$
18,699,789
6.84
%
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
$
4,925,000
4,859,831
4,925,000
1.80
%
Premiere
Digital Services, Inc.
Los Angeles, CA
Term
Loan (SBIC)
(2)(13)(22)
First Lien
3M L+5.50%
1.50
%
8.16
%
10/18/2018
10/18/2023
Media: Broadcasting &
Subscription
$
9,992,518
9,821,561
9,992,518
3.65
%
Term
Loan
(13)(22)
First Lien
3M L+5.50%
1.50
%
8.16
%
10/18/2018
10/18/2023
$
2,428,772
2,388,477
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
%
11
Stellus
Capital Investment Corporation
Consolidated
Schedule of Investments
March 31, 2021
(unaudited)
Premiere
Digital Holdings, Inc., Preferred Stock
(4)
Equity
10/18/2018
4,500
shares
314,550
1,350,000
0.49
%
Total
$
12,574,588
$
13,921,290
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)
Dallas, TX
Term
Loan
(35)
First Lien
3M L+6.00%
1.75
%
7.75
%
1/7/2020
1/7/2025
Services: Business
$
14,279,916
14,053,920
14,208,516
5.20
%
SBI
Holdings Investments, LLC Class A Preferred Units
(4)
Equity
1/7/2020
66,573
units
665,730
340,000
0.12
%
Total
$
14,719,650
$
14,548,516
5.32
%
Skopos
Financial, LLC
Irving, TX
Term
Loan
(5)
Unsecured
12.00%
12.00
%
1/31/2014
11/30/2023
Finance
$
14,000,000
14,000,000
13,510,000
4.94
%
Skopos
Financial Group, LLC Series A Preferred Units
(4)(5)
Equity
1/31/2014
1,120,684
units
1,162,544
260,000
0.10
%
Total
$
15,162,544
$
13,770,000
5.04
%
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
$
14,295,094
14,265,052
14,295,094
5.23
%
SQAD
Holdco, Inc. Preferred Shares, Series A (SBIC)
(2)(4)
Equity
10/31/2013
5,624 shares
156,001
880,000
0.32
%
SQAD
Holdco, Inc. Common Shares (SBIC)
(2)(4)
Equity
10/31/2013
5,800
shares
62,485
100,000
0.04
%
Total
$
14,483,538
$
15,275,094
5.59
%
TAC
LifePort Purchaser, LLC
Woodland, WA
Term
Loan (SBIC II)
(9)(35)
First Lien
3M L+6.00%
1.00
%
7.00
%
3/1/2021
3/2/2026
Aerospace & Defense
$
10,787,208
10,574,382
10,574,382
3.87
%
Revolver
(35)(42)
First Lien
3M L+6.00%
1.00
%
7.00
%
3/1/2021
3/2/2026
$
13,229
13,229
12,968
0.00
%
TAC
LifePort Holdings, LLC Common Units
(4)
Equity
3/1/2021
500,000
shares
500,000
500,000
0.18
%
Total
$
11,087,611
$
11,087,350
4.05
%
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
21,349,812
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
$
13,579,993
13,385,828
13,579,993
4.97
%
Time
Manufacturing Investments, LLC Class A Common Units
(4)
Equity
2/3/2017
5,268
units
553,600
1,050,000
0.38
%
Total
$
13,939,428
$
14,629,993
5.35
%
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
5,843,524
5,728,125
2.09
%
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
140,000
0.05
%
Total
$
6,096,556
$
5,878,125
2.14
%
TradePending,
LLC
(14)
Carrboro, NC
Term
Loan (SBIC II)
(9)(35)
First Lien
3M L+6.25%
1.00
%
7.25
%
3/2/2021
3/2/2026
Software
$
10,000,000
9,802,687
9,802,687
3.59
%
TradePending
Holdings, LLC Series A Units
(4)
Equity
3/2/2021
750,000
units
750,000
750,000
0.27
%
Total
$
10,552,687
$
10,552,687
3.86
%
12
Stellus
Capital Investment Corporation
Consolidated
Schedule of Investments
March 31, 2021
(unaudited)
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
650,000
0.24
%
USASF
Blocker III, LLC Series C Preferred Units
(4)(5)
Equity
2/13/2018
125 units
125,000
180,000
0.07
%
USASF
Blocker IV, LLC Units
(4)(5)
Equity
5/27/2020
110 units
110,000
160,000
0.06
%
USASF
Blocker LLC Common Units
(4)(5)
Equity
6/8/2015
9,000
units
9,000
10,000
0.00
%
Total
$
685,000
$
1,000,000
0.37
%
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
$
13,051,500
12,827,765
12,920,985
4.73
%
Term
Loan
(35)
First Lien
3M L+6.50%
1.50
%
8.00
%
3/13/2020
3/13/2026
$
148,500
145,954
147,015
0.05
%
Revolver
(35)
First Lien
3M 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
3M L+6.50%
1.50
%
8.00
%
3/13/2020
3/13/2026
$
1,330,000
1,317,212
1,316,700
0.48
%
Venbrook
Holdings, LLC Common Units
(4)
Equity
3/13/2020
534,959
shares
531,463
670,000
0.25
%
Total
$
17,044,616
$
17,254,700
6.31
%
Vortex
Companies, LLC
Houston, TX
Term
Loan (SBIC II)
(9)(35)
Second Lien
3M+9.50%
1.00
%
10.50
%
12/21/2020
6/21/2026
Environmental Industries
$
10,000,000
9,806,721
9,800,000
3.58
%
VRI
Ultimate Holdings, LLC
Franklin, OH
Class
A Preferred Units
(4)
Equity
5/31/2017
Healthcare & Pharmaceuticals
326,797 shares
500,000
600,000
0.22
%
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
$
7,790,152
7,688,219
7,790,152
2.85
%
Whisps
Holdings LP Class A Common Units
(4)
Equity
4/18/2019
500,000
shares
500,000
720,000
0.26
%
Total
$
8,188,219
$
8,510,152
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
$
719,546,960
$
714,464,472
261.30
%
Net
Investments
$
719,546,960
$
714,464,472
261.30
%
LIABILITIES
IN EXCESS OF OTHER ASSETS
$
(441,035,587
)
(161.30
)%
NET
ASSETS
$
273,428,885
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 $24,989,773 of cash and $219,097,734 of investments (at cost),
are excluded from the obligations to the lenders of the Credit Facility (as defined in Note 9). Stellus 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 $1,350,000, 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 90% of the Company’s total assets as of March
31, 2021.
13
Stellus
Capital Investment Corporation
Consolidated
Schedule of Investments
March 31, 2021
(unaudited)
(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 $2,751,072 of cash and $90,688,122 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 revolver commitment in an amount not to exceed $100,000, with an interest rate of LIBOR plus
6.25% and a maturity of March 2, 2026. 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 revolver commitment in an amount not to exceed $100,000, with an interest rate of LIBOR plus 6.75%
and a maturity of March 5, 2026. This investment is accruing an unused commitment fee of 0.50% per annum.
(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.
14
Stellus
Capital Investment Corporation
Consolidated
Schedule of Investments
March 31, 2021
(unaudited)
(25)
Excluded
from the investment is an undrawn delayed draw term loan 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 $1,420,455,
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 $1,643,939, 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 $100,000,
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, 2020.
(39)
Excluded
from the investment is an undrawn revolver commitment in an amount not to exceed $100,000, with an interest rate of LIBOR plus 6.50%
and a maturity of February 19, 2026. This investment is accruing an unused commitment fee of 0.50% per annum.
(40)
Investment
has been on non-accrual since December 31, 2020.
(41)
Investment
has been on non-accrual since January 1, 2021.
(42)
Excluded
from the investment is an undrawn revolver commitment in an amount not to exceed $86,771, with an interest rate of LIBOR plus 6.00%
and a maturity of March 2, 2026. This investment is accruing an unused commitment fee of 0.50% per annum.
Abbreviation
Legend
PIK — Payment-In-Kind
L — LIBOR
Euro — Euro Dollar
15
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 %
16
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
CompleteCase, LLC
(21)
Seattle, 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.
Indianapolis, 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
3 M
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 LabsHolding 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
%
17
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
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 %
18
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
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 %
19
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
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 %
$ 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 %
20
Stellus Capital Investment Corporation
Consolidated Schedule of Investments
December 31, 2020
Investmest
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
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.
Lawrenceville, GA
USASF
Blocker II, LLC Common
(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
Whisps
Holding LP Class A Common
Units
(4)
Equity
4/18/2019
Beverage,
Food, & Tobacco
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
%
21
Stellus Capital Investment Corporation
Consolidated Schedule of Investments
December 31, 2020
(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 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
22
Stellus Capital Investment Corporation
Consolidated Schedule of Investments
December 31, 2020
(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
23
STELLUS
CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
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 March 31, 2021, the Company had 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 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 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.
24
STELLUS
CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
As
of both March 31, 2021 and December 31, 2020, the SBIC subsidiary had $75,000,000 in regulatory capital. As of March 31, 2021 and December
31, 2020, the SBIC II subsidiary had $60,000,000 and $40,000,000 in regulatory capital, respectively.
As
of both March 31, 2021 and December 31, 2020, the SBIC subsidiary had $150,000,000 of SBA-guaranteed debentures outstanding. As of March
31, 2021 and December 31, 2020, the SBIC II subsidiary had $60,000,000 and $26,500,000 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 9).
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 March 31, 2021, our
asset coverage ratio was 203%.
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. The Company 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 unaudited consolidated financial statements have been prepared on the accrual basis of accounting in conformity with generally
accepted accounting principles in the U.S. (“U.S. GAAP”) for interim financial information and pursuant to the requirements
for reporting on Form 10-Q 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.
In
the opinion of management, the unaudited consolidated financial results included herein contain all adjustments, consisting solely of
normal recurring accruals, considered necessary for the fair presentation of the financial statements for the interim periods included
herein. The results of operations for the three months ended March 31, 2021 and March 31, 2020 are not necessarily indicative of the
operating results to be expected for the full year. Also, the unaudited consolidated financial statements and notes should be read in
conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2020.
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.
25
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CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
COVID-19
Developments
On
March 11, 2020, the World Health Organization declared COVID-19 a pandemic and recommended containment and mitigation measures worldwide.
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. We believe that any such COVID-19
pandemic impacts have been reflected in the valuation of our 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 are also implementing 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. While several countries, as well as certain states in the United States,
have begun to lift public health restrictions with the view to reopening their economies, recurring COVID-19 outbreaks have led to the
re-introduction of such restrictions in certain states in the United States and globally and could continue to lead to the re-introduction
of such restrictions elsewhere. The Federal Food and Drug Administration authorized vaccines produced for emergency use starting in December
2020, and such vaccines have been distributed nationally; however, it remains unclear how quickly the vaccines will continue to be
distributed nationwide and globally or when “herd immunity” will be achieved and the restrictions that were imposed to slow
the spread of the virus will be lifted entirely. The delay in distributing the vaccines could lead people to continue to self-isolate
and not participate in the economy at pre-pandemic levels for a prolonged period of time. Even after the COVID-19 pandemic subsides,
the U.S. economy and most other major global economies may continue to experience a recession, and we anticipate our business and operations
could be materially adversely affected by a prolonged recession in the United States and other major markets.
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 our portfolio companies
are adversely impacted by the effects of the COVID-19 pandemic, it may have a material adverse impact on our future net investment income,
the fair value of our portfolio investments and our financial condition.
Portfolio
Investment Classification
The
Company classifies its portfolio investments in accordance 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
March 31, 2021, cash balances totaling $1,170,340 exceeded FDIC insurance protection levels of $250,000 by $920,340. In addition, at
March 31, 2021, the Company held $29,279,295 in cash equivalents, which are carried at cost, which approximates fair value .
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.
Fair
Value Measurements
We
account for substantially 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 2026 Notes approximates fair value. See Note 6 to the
consolidated financial statements for further discussion regarding the fair value measurements and hierarchy.
26
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CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The
COVID-19 pandemic is an unprecedented circumstance that materially impacts 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 March 31, 2021, by circumstances
and events that are not yet known.
The COVID-19
pandemic may 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 may require interest or principal deferrals in order to fulfill
short-term liquidity needs in response to COVID-19. 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.
As of March 31, 2021, no such interest deferrals have been made.
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 consolidated 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 and maintenance of our Credit Facility, 2022 Notes, 2026 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 and presented as an offset to the corresponding debt on the Consolidated Statement of Assets and Liabilities.
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 shown on the Consolidated Statement of Changes in Net Assets and Liabilities as a reduction to Paid-in-Capital.
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, 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. 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.
27
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CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
Investments
purchased within approximately 90 days of the valuation date will typically 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 our portfolio, the Company expects to value most of our 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.
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.
28
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CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
A
presentation of the interest income we have received from portfolio companies for the quarters ended March 31, 2021 and 2020 is as follows:
For the
three months ended
March 31,
March 31,
2021
2020
Loan interest
$ 12,650,928
$ 13,433,074
PIK income
118,329
537,284
Fee
amortization income (1)
577,254
629,718
Fee
income acceleration (2)
166,266
249,512
Total Interest Income
$ 13,512,777
$ 14,849,588
(1) Includes
amortization of upfront fees on unfunded commitments.
(2) Unamortized
loan origination fees recognized upon realization.
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 March 31, 2021, we
had five loans on non-accrual status, which represented approximately 5.3% of our loan portfolio at cost and 1.8% at fair value. 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 March 31, 2021 and December 31, 2020, $8,196,386 and $7,057,415 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 remove it from non-accrual status.
Net
Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation
We
measure realized gains or losses 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.
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 operates in a manner so as to qualify annually 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.
29
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CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
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 U.S. 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 of 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. Included in income tax expense for the
three months ended March 31, 2021 is an increase of the estimated excise tax accrued relating to the year ended December 31, 2020 of
$41,316, as well as a 2021 quarterly estimate of $196,645. Included in income tax expense for the three months ended March 31, 2020 is
an increase of the estimated excise tax accrued relating to the year ended December 31, 2019 of $40,000, as well as a 2020 quarterly
estimate of $150,000.
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 March 31, 2021 and December 31, 2020, 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 three months ended March 31, 2021 and 2020 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 U.S. federal income
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 U.S. Federal 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.
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 three months ended March 31, 2021 and 2020, the Company recorded deferred income tax (provision) benefit of ($167,804) and $28,959,
respectively, related to the Taxable Subsidiaries. In addition, as of March 31, 2021 and December 31, 2020, the Company had a deferred
tax liability of $527,394 and $359,590, respectively.
Earnings
per Share
Basic
per share calculations are computed utilizing the weighted average number of shares of 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.
30
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CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
Paid
In Capital
The
Company records the proceeds from the sale 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 March 31, 2021 and December 31, 2020 are as follows:
March 31,
December 31,
2021
2020
Accumulated
net realized loss from investments, net of cumulative dividends of $24,557,535 for both periods
$ (16,465,391 )
$ (16,388,369 )
Net unrealized depreciation on
non-controlled non-affiliated investments and cash equivalents, net of provision for taxes of $527,394 and $359,590, respectively
(5,609,882 )
(5,564,061 )
Accumulated
undistributed net investment income
19,458,005
19,266,926
Accumulated
undistributed deficit
$ (2,617,268 )
$ (2,685,504 )
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 quarter ended March 31, 2021.
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.
31
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CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
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 three months ended March 31, 2021 and 2020, the Company recorded an expense for base management fees of $2,963,861 and $2,719,054,
respectively. As of March 31, 2021 and December 31, 2020, $1,963,861 and $2,825,322, respectively, were payable to Stellus Capital.
The
incentive fee has two components, the investment income incentive fee and the capital gains incentive fee, as follows:
Investment
Income Incentive Fee
The
investment income component (“Investment 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 excludes items classified
below the Net Investment Income line including realized and unrealized gains and losses, loss on debt extinguishment, and other capital
transactions. 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% (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 Investment Income Incentive Fee is subject to a total return requirement, which provides that no Investment Income 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
Investment Income Incentive Fees accrued and/or paid for the 11 preceding quarters. In other words, any Investment 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 Investment Income Incentive Fee that is attributable to deferred interest until
the Company actually receives such interest in cash.
32
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CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
For
the three months ended March 31, 2021 and March 31, 2020, the Company incurred $0 and $1,339,637, respectively, of Investment Income
Incentive Fees. As of March 31, 2021 and December 31, 2020, $122,499 and $681,660, respectively, of such Investment Income Incentive
Fees were payable to the Advisor, of which $0 and $559,161, respectively, are currently payable (as explained below). As of both March
31, 2021 and December 31, 2020, $122,499 of Investment Income 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 by
the Company 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 Gain Incentive Fees is subtracted from such Capital Gain Incentive Fees when the Capital Gains Incentive Fee is calculated.
U.S.
GAAP requires that the Capital Gains Incentive Fee accrual considers the cumulative aggregate realized gains and losses and unrealized
capital appreciation or depreciation of investments or other financial instruments in the calculation, as an incentive fee would be payable
if such realized gains and losses and unrealized capital appreciation or depreciation were realized, even though such realized gains
and losses and unrealized capital appreciation or depreciation is not permitted to be considered in calculating the Capital Gains Incentive
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 three months ended
March 31, 2021 and 2020, the Company incurred (reversed) $83,281 and ($880,913), respectively, related to the Capital Gains Incentive
Fee. As of March 31, 2021 and December 31, 2020, $604,302 and $521,021, 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:
Three Months
Ended
March 31
2021
2020
Investment income incentive fees incurred
$ —
$ 1,339,637
Capital gains incentive fee incurred
(reversed)
83,281
(880,913 )
Incentive Fee
Expense
$ 83,281
$ 458,724
33
STELLUS
CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
March 31,
December 31,
2021
2020
Investment Income Incentive Fee Currently Payable
$ —
$ 559,161
Investment Income Incentive Fee Deferred
122,499
122,499
Capital Gains Incentive Fee Deferred
604,302
521,021
Incentive Fee Payable
$ 726,801
$ 1,202,681
Director
Fees
For
the three months ended March 31, 2021 and 2020, the Company recorded an expense relating to director fees of $91,500 and $132,250. As
of both March 31, 2021 and December 31, 2020, no director fees were payable to the Company’s directors.
Co-Investment
Pursuant to SEC Order
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 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 or an adviser that is controlled, controlling, or under common control with Stellus Capital,
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 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 or an adviser that is controlled, controlling, or under common control with Stellus Capital
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
Order. As of both March 31, 2021 and December 31, 2020, 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.
License
Agreement
The
Company has entered into a license agreement with Stellus Capital pursuant to 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 has 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 include, among other things, being responsible for the financial records
which the Company is required to maintain and preparing reports to its stockholders and reports filed with the SEC.
34
STELLUS
CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
For
the three months ended March 31, 2021 and 2020, the Company recorded expenses of $381,050 and $399,599, respectively, relating to the
administration agreement. As of March 31, 2021 and December 31, 2020, $381,050 and $381,690, respectively, remained payable to Stellus
Capital under the administration agreement.
Indemnifications
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 ex-dividend
date. The Company intends to distribute net realized gains ( i.e. , net capital gains in excess of net capital losses), if any,
at least annually. 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 $11.16 per share on its common stock from
Inception through March 31, 2021.
35
STELLUS
CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The
following table reflects the Company’s distributions declared and paid or to be paid on its common stock since Inception:
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
$ 1.15
Fiscal 2021
January 15, 2021
January 29, 2021
February 16, 2021
$ 0.0833
January 15, 2021
February 26, 2021
March 15, 2021
$ 0.0833
January 15, 2021
March 31, 2021
April 15, 2021
$ 0.0833
Total
$ 11.16
(1) Distributions for fiscal
years 2012 through 2020 are shown in aggregate amounts
The
Company has adopted an “opt out” dividend reinvestment plan (“DRIP”) pursuant to which a stockholder whose shares
are held in his own name will receive distributions in shares of the Company’s common stock under the Company’s DRIP unless
it elects 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 the Company’s 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 0 and 9,910 shares through the DRIP during the three months ended March 31, 2021 and
2020, respectively.
36
STELLUS
CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
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.
Average
Number of
Gross
Underwriting
Offering
Net
Offering
Issuance of Common Stock
Shares
Proceeds
(1)(2)
fees
Expenses
Proceeds (3)
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, 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 fractional share transactions. Such share redemptions impacted gross proceeds by $(96),
$1,435, $(1,051), $(142), $(31) and $(29) in 2020, 2019, 2018, 2017, 2016 and 2015, respectively.
(2) Includes
common shares issued under the DRIP of $0 during the three months ended March 31, 2021, $228,943
for the year ended December 31, 2020, $0 for the year ended December 31, 2019, $94,788 during
the year ended December 31, 2018, $0 for the years ended 2017, 2016 and 2015, and $398,505,
$930,385, $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 March 31, 2021 and December 31, 2020 in the amount of $1,456,437, which represents a tax
reclassification of stockholders’ equity in accordance with U.S. GAAP. This reclassification
reduces paid-in capital and increases distributable earnings (reducing the accumulated undistributed
deficit).
The
Company did not issue any shares during the three months ended March 31, 2021.
During
the three months ending March 31, 2020, the Company issued 332,591 shares under the At-the-Market (“ATM”) Program, for gross
proceeds of $4,794,995 and underwriting and other expenses of $23,850. The average per share offering price of shares issued in the ATM
Program during the three months ended March 31, 2020 was $14.42.
The
Company issued 0 and 9,910 shares, respectively, of common stock through the DRIP for the three months ended March 31, 2021 and 2020,
respectively.
37
STELLUS
CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
NOTE
5 — NET INCREASE (DECREASE) IN NET ASSETS PER COMMON SHARE
The
following information sets forth the computation of net increase (decrease) in net assets resulting from operations per common share
for the three months ended March 31, 2021 and March 31, 2020.
Three Months
Ended
March 31,
March 31,
2021
2020
Net increase (decrease) in net assets resulting
from operations
$ 4,937,788
$ (43,939,732 )
Weighted average common shares
19,486,003
19,429,480
Net increase (decrease) in net assets
from operations per share
$ 0.25
$ (2.26 )
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
March 31, 2021, the Company had investments in 70 portfolio companies. The total fair value and cost of the investments were $714,464,472
and $719,546,960, respectively. The composition of our investments as of March 31, 2021 is as follows:
Cost
Fair Value
Senior
Secured – First Lien (1)
$ 564,962,894
$ 564,335,624
Senior Secured – Second Lien
84,697,904
61,483,486
Unsecured Debt
32,450,689
32,155,362
Equity
37,435,473
56,490,000
Total Investments
$ 719,546,960
$ 714,464,472
(1) Includes unitranche investments, which account for 11.9%
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.
38
STELLUS
CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
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 was 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
(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 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 and conditions of the underlying
loan agreements. As of March 31, 2021 and December 31, 2020, the Company had 22 and 19 of such investments with aggregate unfunded commitments
of $22,838,727 and $28,865,204, respectively. The Company maintains sufficient liquidity (through cash on hand and available borrowings
under the Credit Facility) to fund such unfunded commitments should the need arise.
39
STELLUS
CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The
aggregate gross unrealized appreciation and depreciation and the aggregate cost and fair value of the Company’s portfolio company
securities as March 31, 2021 and December 31, 2020 were as follows:
2021
2020
Aggregate cost of portfolio company securities
$ 719,546,960
$ 658,628,966
Gross unrealized appreciation of portfolio company securities
29,436,962
28,143,621
Gross unrealized depreciation of portfolio
company securities
(34,519,450 )
(33,348,092 )
Aggregate fair value of portfolio company
securities
$ 714,464,472
$ 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 March 31, 2021 are as follows:
Quoted Prices
in Active
Markets
Significant Other
Significant
for Identical
Observable
Unobservable
Securities
Inputs
Inputs
(Level
1)
(Level
2)
(Level
3)
Total
Senior Secured – First Lien
$ —
$ —
$ 564,335,624
$ 564,335,624
Senior Secured – Second Lien
—
—
61,483,486
61,483,486
Unsecured Debt
—
—
32,155,362
32,155,362
Equity
—
—
56,490,000
56,490,000
Total Investments
$ —
$ —
$ 714,464,472
$ 714,464,472
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
Significant Other
Significant
for Identical
Observable
Unobservable
Securities
Inputs
Inputs
(Level
1)
(Level
2)
(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
40
STELLUS
CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The
aggregate values of Level 3 portfolio investments changed during the three months ended March 31, 2021 are as follows:
Senior
Secured
Loans-First
Lien
Senior
Secured
Loans-Second
Lien
Unsecured
Debt
Equity
Total
Fair value at beginning
of period
$ 508,673,064
$ 70,720,186
$ 21,191,245
$ 52,840,000
$ 653,424,495
Purchases of investments
77,378,347
965,250
11,705,915
3,374,696
93,424,208
Payment-in-kind
interest
101,454
—
16,875
—
118,329
Sales and Redemptions
(21,030,424 )
(9,956,212 )
(1,500,000 )
(1,098,375 )
(33,585,011 )
Realized Gains
—
—
—
439,417
439,417
Change in unrealized
(depreciation) appreciation included in earnings (1)
(1,240,279 )
(298,317 )
726,317
934,262
121,983
Amortization
of premium and accretion of discount, net
453,462
52,579
15,010
—
521,051
Fair value
at end of period
$ 564,335,624
$ 61,483,486
$ 32,155,362
$ 56,490,000
$ 714,464,472
(1) Includes reversal of positions during the three months ended
March 31, 2021.
There
were no Level 3 transfers during the three months ended March 31, 2020.
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.
41
STELLUS
CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The
following is a summary of geographical concentration of our investment portfolio as of March 31, 2021:
% of Total
Cost
Fair Value
Investments
Texas
$ 157,437,788
$ 140,656,616
19.69 %
California
87,069,947
92,848,345
13.00 %
Illinois
63,254,406
63,438,481
8.88 %
Arizona
50,798,324
52,365,151
7.33 %
New Jersey
38,213,997
37,055,764
5.19 %
Ohio
34,058,021
36,493,498
5.11 %
Canada
34,833,488
35,024,601
4.90 %
Wisconsin
22,681,481
22,852,123
3.20 %
Washington
22,872,672
22,813,176
3.19 %
New York
18,976,992
20,183,512
2.82 %
United Kingdom
21,283,132
19,788,875
2.77 %
Washington, D.C.
19,151,180
19,201,280
2.69 %
South Carolina
15,844,753
18,412,490
2.58 %
Indiana
17,749,809
17,990,759
2.52 %
Maryland
16,937,047
17,106,250
2.39 %
Minnesota
15,687,680
15,688,188
2.20 %
North Carolina
15,536,435
13,452,687
1.88 %
Alabama
12,230,520
12,281,719
1.72 %
Florida
12,131,350
11,995,454
1.68 %
Missouri
9,935,332
10,725,000
1.50 %
Pennsylvania
9,888,426
9,850,000
1.38 %
Virginia
7,423,287
7,648,786
1.07 %
Georgia
685,000
6,680,000
0.93 %
Tennessee
4,935,243
4,959,782
0.69 %
Puerto Rico
8,613,244
2,341,935
0.33 %
Massachusetts
1,317,406
1,850,000
0.26 %
Utah
—
760,000
0.11 %
$ 719,546,960
$ 714,464,472
100.00 %
42
STELLUS
CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The following is a summary of geographical concentration of our
investment portfolio as of December 31, 2020:
%
of Total
Investments
Cost
Fair
Value
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 %
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
0.12 %
$ 658,628,966
$ 653,424,495
100.00 %
43
STELLUS
CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The following is a summary of industry concentration of our investment
portfolio as of March 31, 2021:
%
of Total
Cost
Fair
Value
Investments
Services: Business
$ 153,997,793
$ 162,504,358
22.74 %
Healthcare & Pharmaceuticals
86,870,351
82,904,195
11.60 %
Aerospace & Defense
66,615,494
64,921,355
9.09 %
Beverage, Food, & Tobacco
40,297,535
41,543,170
5.81 %
Media: Broadcasting & Subscription
31,356,544
34,084,802
4.77 %
High Tech Industries
33,580,332
33,822,644
4.73 %
Capital Equipment
32,507,740
33,544,326
4.70 %
Consumer Goods: Durable
27,507,794
27,451,222
3.84 %
Education
26,444,058
24,458,420
3.42 %
Services: Consumer
38,012,766
22,467,312
3.14 %
Media: Advertising, Printing & Publishing
21,688,930
20,457,126
2.86 %
Transportation & Logistics
18,562,588
18,699,789
2.62 %
Finance
16,507,196
18,650,000
2.61 %
Retail
15,844,753
18,412,490
2.58 %
Containers, Packaging, & Glass
17,821,650
17,927,123
2.51 %
Metals & Mining
16,937,047
17,106,250
2.39 %
Software
12,325,478
14,902,687
2.09 %
Consumer goods: non-durable
13,346,042
13,040,854
1.83 %
Automotive
11,036,930
10,968,750
1.54 %
Environmental Industries
10,752,846
10,170,000
1.42 %
Utilities: Oil & Gas
9,888,426
9,850,000
1.38 %
Energy: Oil & Gas
11,033,455
9,779,474
1.37 %
Chemicals, Plastics, & Rubber
6,611,212
6,798,125
0.95 %
$ 719,546,960
$ 714,464,472
100.00 %
44
STELLUS
CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The following is a summary of industry concentration of our investment
portfolio as of December 31, 2020:
%
of Total
Investments
Cost
Fair
Value
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
0.68 %
Hotel, Gaming, & Leisure
-
10,000
0.00 %
$ 658,628,966
$ 653,424,495
100.00 %
45
STELLUS
CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The
following provides quantitative information about Level 3 fair value measurements as of March 31, 2021:
Description:
Fair Value
Valuation Technique
Unobservable Inputs
Range (Average) (1) (3)
HY credit spreads,
-3.96%
to 1.64% (-0.36%)
First lien debt
$ 564,335,624
Income/Market
Risk free rates
-2.76%
to 0.68% (-1.15%)
approach
(2)
Market multiples
7x
to 24x (13x) (4)
HY credit spreads,
-3.27%
to 2.27% (-0.04%)
Second lien debt
$ 61,483,486
Income/Market
Risk free rates
-2.05%
to 0.68% (-0.73%)
approach
(2)
Market multiples
8x
to 14x (11x) (4)
HY credit spreads,
-0.43%
to 0.16% (-0.21)
Unsecured debt
$ 32,155,362
Income/Market
Risk free rates
-1.78%
to -1.57% (-1.65%)
approach
(2)
Market multiples
1x
to 24x (8x) (4)
Underwriting multiple/
Equity investments
$ 56,490,000
Market
approach (5)
EBITDA Multiple
2x
to 24x (12x)
Total Long Term Level 3
Investments
$ 714,464,472
(1)
Weighted
average based on fair value as of March 31, 2021.
(2)
Included
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 could result in a significantly lower or higher fair value measurement.
As an example, the “Range (Average)” for second 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 -3.27% (-327 basis points) to 2.27% (227 basis points).
The average of all changes was -0.04% (-4 basis points).
(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 could 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.
46
STELLUS
CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
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)
HY credit spreads,
-3.78%
to 1.84% (-0.15%)
approach
Risk free rates
-2.95%
to 0.14% (-1.68%)
Market multiples
7x
to 48x (13x) (4)
Second lien debt
$ 70,720,186
Income/Market (2)
HY credit spreads,
-1.71%
to 3.83% (0.54%)
approach
Risk free rates
-2.65%
to 0.08% (-1.44%)
Market multiples
8x
to 14x (11x) (4)
Unsecured debt
$ 21,191,245
Income/Market
HY credit spreads,
-0.25%
to 0.34% (-0.03%)
approach
(2)
Risk free rates
-1.92%
to -1.62% (-1.78%)
Market multiples
1x
to 24x (6x) (4)
Equity investments
$ 52,840,000
Market
approach (5)
Underwriting multiple/
1x
to 24x (12x)
Total Long Term Level 3
EBITDA Multiple
Investments
$ 653,424,495
(1)
Weighted
average based on fair value as of 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)
(5)
Median
of LTM (last twelve months) EBITDA multiples of comparable companies.
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.
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.
47
STELLUS
CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
As
of March 31, 2021, the Company had $22,838,727 of unfunded commitments to provide debt financing to 22 existing portfolio companies.
As of December 31, 2020, the Company had $28,865,202 of unfunded commitments to provide debt to 19 existing portfolio companies. As of
March 31, 2021, 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.
NOTE
8 — FINANCIAL HIGHLIGHTS
For the
For the
three months
three months
ended
ended
March 31, 2021
March 31, 2020
(unaudited)
(unaudited)
Per
Share Data: (1)
Net asset value at beginning of period
$ 14.03
$ 14.14
Net investment income
0.26
0.32
Change in unrealized appreciation (depreciation)
0.01
(2.65 )
Net realized gain
0.02
0.07
Loss on debt extinguishment
(0.03 )
—
Provision for taxes on unrealized appreciation
on investments
(0.01 )
—
Total from operations
$ 0.25
$ (2.26 )
Stockholder distributions from:
Net investment income
(0.25 )
(0.34 )
Other (6)
—
0.01
Net asset value at end of period
$ 14.03
$ 11.55
Per share market value at end of period
$ 12.70
$ 7.29
Total
return based on market value (2)
19.1 %
(47.8 )%
Weighted average shares outstanding
19,486,003
19,429,480
48
STELLUS
CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
For the
For the
three months
three months
ended
ended
March 31, 2021
March 31, 2020
(unaudited)
(unaudited)
Ratio/Supplemental Data:
Net assets at end of period
$ 273,428,885
$ 224,918,665
Weighted Average net assets
$ 273,361,407
$ 270,069,497
Annualized
ratio of gross operating expenses to net assets (5)
13.31 %
13.39 %
Annualized ratio of interest expense and other fees to net
assets
6.41 %
6.37 %
Annualized
ratio of net investment income to net assets (5)
7.45 %
9.28 %
Portfolio
Turnover (3)
4.91 %
5.14 %
Notes payable
$ 100,000,000
$ 48,875,000
Credit Facility payable
$ 165,500,000
$ 210,000,000
SBA Debentures
$ 210,000,000
$ 161,000,000
Asset
coverage ratio (4)
2.03 x
1.87 x
(1) Financial
highlights are based on weighted average shares outstanding as of period end.
(2) Total
return on market value is based on the change in market price per share since the end of
the prior year and assumes enrollment in the Company’s DRIP. The total returns are
not annualized.
(3) Portfolio
turnover is calculated as the lesser of purchases or paydowns divided by average portfolio
balance and is not annualized.
(4) 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
deducted from the numerator and excluded from the denominator.
(5) These
ratios include the impact of the (provision) benefit for income taxes related to unrealized
gain or loss movements on investments in Taxable Subsidiaries of ($167,804) and $28,959,
respectively, for the three months ended March 31, 2021 and March 31, 2020, which are not
reflected in net investment income, gross operating expenses or net operating expenses. The
impact of the provision (benefit) for income taxes related to unrealized gain or loss on
investments to net assets for both the three months ended March 31, 2021 and 2020 is 0.25%
and (0.04)%, respectively.
(6) 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 end of the period.
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 Company entered 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.
49
STELLUS
CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
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 rate based on the highest of the prime rate (subject to a 3% floor), 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 monthly or 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 and 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, and (iii) maintaining a minimum stockholder’s equity. As of March
31, 2021 and December 31, 2020, the Company was in compliance with these covenants.
As
of March 31, 2021 and December 31, 2020, $165,500,000 and $174,000,000, respectively, was outstanding under the Credit Facility. 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 $3,641,549 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 remaining
life of the Credit Facility. As of March 31, 2021 and December 31, 2020, $2,157,012 and $2,271,595 of such prepaid loan structure fees
and administration fees 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.
50
STELLUS
CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The
following is a summary of the Credit Facility, net of prepaid loan structure fees:
March 31,
December 31,
2021
2020
Credit Facility payable
$ 165,500,000
$ 174,000,000
Prepaid loan structure fees
2,157,012
2,271,595
Credit facility payable, net of prepaid
loan structure fees
$ 163,342,988
$ 171,728,405
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 three months ended March 31, 2021 and 2020:
For the
three months ended
March 31,
March 31,
2021
2020
Interest expense
$ 973,901
$ 1,786,470
Loan fee amortization
117,701
142,967
Commitment fees on unused portion
116,274
55,654
Administration fees
1,724
8,702
Total interest and financing expenses
$ 1,209,600
$ 1,993,793
Weighted average interest rate
2.8 %
4.1 %
Effective interest rate (including fee amortization)
3.5 %
4.5 %
Average debt outstanding
$ 140,666,667
$ 175,812,088
Cash paid for interest and unused fees
$ 1,005,853
$ 1,929,892
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 March 31, 2021 and December 31, 2020, the SBIC subsidiary had $75,000,000 in regulatory capital, as such term is defined
by the SBA, and $150,000,000 of SBA-guaranteed debentures outstanding.
As
of March 31, 2021 and December 31, 2020, the SBIC II subsidiary had $60,000,000 and $40,000,000 in regulatory capital and $60,000,000
and $26,500,000 of SBA-guaranteed debentures outstanding, respectively.
On
August 12, 2014, the Company obtained exemptive relief from the SEC to permit it to exclude the debt of the SBIC subsidiaries guaranteed
by the SBA 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 held $295,105,243 and $277,440,338 in assets at March 31, 2021 and December 31, 2020, respectively,
which accounted for approximately 39.5% and 41.1% of the Company’s total consolidated assets, respectively.
Debentures
guaranteed by the SBA 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 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
treasury rate plus a spread at each pooling date.
51
STELLUS
CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The
following table summarizes the SBIC subsidiaries’ aggregate SBA-guaranteed debentures as of March 31, 2021:
Issuance Date
Licensee
Maturity Date
Debenture
Amount
Interest
Rate
SBA Annual
Charge
October 14, 2014
SBIC I
March 1, 2025
$ 6,500,000
2.52 %
0.36 %
October 17, 2014
SBIC I
March 1, 2025
6,500,000
2.52 %
0.36 %
December 24, 2014
SBIC I
March 1, 2025
3,250,000
2.52 %
0.36 %
June 29, 2015
SBIC I
September 1, 2025
9,750,000
2.83 %
0.36 %
October 22, 2015
SBIC I
March 1, 2026
6,500,000
2.51 %
0.36 %
October 22, 2015
SBIC I
March 1, 2026
1,500,000
2.51 %
0.74 %
November 10, 2015
SBIC I
March 1, 2026
8,800,000
2.51 %
0.74 %
November 18, 2015
SBIC I
March 1, 2026
1,500,000
2.51 %
0.74 %
November 25, 2015
SBIC I
March 1, 2026
8,800,000
2.51 %
0.74 %
December 16, 2015
SBIC I
March 1, 2026
2,200,000
2.51 %
0.74 %
December 29, 2015
SBIC I
March 1, 2026
9,700,000
2.51 %
0.74 %
November 28, 2017
SBIC I
March 1, 2028
25,000,000
3.19 %
0.22 %
April 27, 2018
SBIC I
September 1, 2028
40,000,000
3.55 %
0.22 %
July 30, 2018
SBIC I
September 1, 2028
17,500,000
3.55 %
0.22 %
September 25, 2018
SBIC I
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
1.67 %
0.09 %
December 17, 2020
SBIC II
March 1, 2031
6,500,000
1.67 %
0.27 %
February 16, 2021
SBIC II
March 1, 2031
1,000,000
1.67 %
0.27 %
February 16, 2021
SBIC II
March 1, 2031
3,125,000
1.67 %
0.27 %
February 16, 2021
SBIC II
March 1, 2031
3,125,000
1.67 %
0.27 %
February 16, 2021
SBIC II
March 1, 2031
3,125,000
1.67 %
0.27 %
February 16, 2021
SBIC II
March 1, 2031
3,125,000
1.67 %
0.27 %
February 27, 2021
SBIC II
March 1, 2031
10,000,000
1.67 %
0.27 %
March 2, 2021
SBIC II
March 1, 2031
10,000,000
1.67 %
0.27 %
Total SBA-guaranteed
debentures
$ 210,000,000
As
of March 31, 2021 and December 31, 2020, 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 value 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 March 31, 2021 and December 31, 2020, the SBA-guaranteed
debentures would be deemed to be Level 3, as defined in Note 6.
52
STELLUS
CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
As
of March 31, 2021, the Company has incurred $7,798,500 in financing costs related to the SBA-guaranteed debentures since receiving its
licenses, which were recorded as prepaid loan fees. As of March 31, 2021 and December 31, 2020, $4,714,415 and $3,332,504 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:
March 31,
December 31,
2021
2020
SBA debentures payable
$ 210,000,000
$ 176,500,000
Prepaid loan fees
4,714,415
3,332,504
SBA Debentures, net of prepaid loan
fees
$ 205,285,585
$ 173,167,496
The
following table summarizes the interest expense and amortized fees on the SBA-guaranteed debentures for the three ended March 31, 2021
and 2020:
For the
three months ended
March 31,
March 31,
2021
2020
Interest expense
$ 1,385,834
$ 1,341,683
Debenture fee amortization
233,813
171,275
Total interest and financing expenses
$ 1,619,647
$ 1,512,958
Weighted average interest rate
3.0 %
3.3 %
Effective interest rate (including fee amortization)
3.5 %
3.8 %
Average debt outstanding
$ 190,211,111
$ 161,000,000
Cash paid for interest
$ 2,706,619
$ 2,659,213
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. On January 13, 2021, the Company caused notices to be issued to the
holders of its 2022 Notes regarding the Company’s exercise of its option to redeem all of the issued and outstanding 2022 Notes,
pursuant to the Second Supplemental Indenture dated as of August 21, 2017, between the Company and U.S. Bank National Association, as
trustee. The Company redeemed all $48,875,000 in aggregate principal amount of the 2022 Notes on February 12, 2021. The 2022 Notes were
redeemed at 100% of their principal amount, plus the accrued and unpaid interest thereon through the redemption date. As a result of
the redemption, the Company recognized a loss on debt extinguishment of $539,250 due to the write off of the remaining deferred financing
costs on the 2022 Notes. This loss is included in the Consolidated Statement of Operations for the three months ended March 31, 2021.
53
STELLUS
CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The
following table summarizes the interest expense and deferred financing costs on the 2022 Notes for the three months ended March 31, 2021
and 2020:
For the
three months ended
March 31,
March 31,
2021
2020
Interest expense
$ 320,063
$ 702,578
Deferred financing costs
28,232
82,874
Administration fees
9,000
—
Total interest and financing expenses
$ 357,295
$ 785,452
Loss
on debt extinguishment (1)
539,250
Weighted
average interest rate (2)
5.7 %
5.8 %
Effective
interest rate (including fee amortization) (2)
6.4 %
6.4 %
Average
debt outstanding (3)
$ 48,875,000
$ 48,875,000
Cash paid for interest
$ 453,966
$ 702,578
(1) The
loss on debt extinguishment is not included in interest expense or net investment income
(2) Excludes
the loss on debt extinguishment
(3) For
the three months ended March 31, 2021, the average is calculated for the period January 1,
2021 through February 12, 2021; the repayment date of the 2022 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 on the 2026 Notes is payable semi-annually beginning September 30, 2021.
The
Company used the net proceeds from the 2026 Notes offering to fully redeem the 2022 Notes and repay a portion of the amount outstanding
under the Credit Facility. As of March 31, 2021, the aggregate carrying amount of the 2026 Notes was approximately
$100,000,000.
Prior
to their redemption on February 12, 2021, the 2022 Notes were listed on New York Stock Exchange under the trading symbol “SCA”.
As of December 31, 2020, the fair value of the 2022 Notes was $49,168,250. The 2026 Notes are institutional, non-traded notes. As these notes were recently issued, the 2026 Notes are carried at cost, which approximates fair value.
In
connection with the issuance and maintenance of the 2026 Notes, the Company incurred $2,328,553 of fees which are being amortized over
the term of the 2026 Notes, of which $2,234,326 remains to be amortized as of March 31, 2021. These financing costs are presented on
the consolidated statement of assets and liabilities as a deduction from the debt liability.
54
STELLUS
CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The
following table summarizes the interest expense and deferred financing costs on the 2026 Notes for the three months ended March 31, 2021:
For the
three months ended
March 31,
March 31,
2021
2020
Interest expense
$ 1,042,708
$ —
Deferred financing costs
94,228
—
Total interest and financing expenses
$ 1,136,936
$ —
Weighted average interest rate
4.9 %
— %
Effective interest rate (including fee amortization)
5.4 %
— %
Average
debt outstanding (1)
$ 100,000,000
$ —
Cash paid for interest
$ —
$ —
(1) Calculated
for the period from January 14, 2021, the date of the 2026 Notes offering, through March 31,
2021.
The
following is a summary of the 2026 Notes Payable, net of deferred financing costs:
March 31,
December 31,
2021
2020
Notes payable
$ 100,000,000
$ —
Deferred financing costs
2,234,326
—
Notes payable, net of deferred financing
costs
$ 97,765,674
$ —
The
indenture and supplements thereto relating to the 2026 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. As of March 31, 2021, the Company was in compliance with these covenants.
NOTE
12 — SUBSEQUENT EVENTS
Investment
Portfolio
On
April 22, 2021, the Company received full repayment on the unsecured term loan of Skopos Financial, LLC for total proceeds of $14,000,000.
On
April 26, 2021, the Company invested $10,811,966 in the first lien term loan and committed $100,000 in both the unfunded revolver
and delayed draw term loan of an HVAC and plumbing designer, installer, and service provider for
new/existing DCs, fulfilment sortation facilities, and warehouses.
On
April 28, 2021, the Company invested $7,500,000 in the first lien term loan and committed $2,000,000 in the unfunded revolver of Unicat
Catalyst, LLC, a global formulator and distributor of heterogeneous, consumable catalyst products primarily serving the refinery, petrochemical,
and other end markets. Additionally, we invested $750,000 in the equity of the company.
Credit
Facility
The
outstanding balance under the Credit Facility as of May 6, 2021 was $186,000,000.
55
STELLUS
CAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
SBA-guaranteed
Debentures
The
total balance of SBA-guaranteed debentures outstanding as of May 6, 2021 was $220,000,000.
SBIC
II Subsidiary
On
April 13, 2021, the Company contributed $15,000,000 to the SBIC II subsidiary, bringing total contributed capital to the SBIC II subsidiary
to $50,000,000.
Dividend
Declared
On
April 19, 2021, the Board declared a regular monthly dividend for each of April 2021, May 2021 and June 2021 as follows:
Declared
Ex-Dividend Date
Record Date
Payment Date
Amount
per Share
4/19/2021
4/29/2021
4/30/2021
5/14/2021
$ 0.0833
4/19/2021
5/27/2021
5/28/2021
6/15/2021
$ 0.0833
4/19/2021
6/29/2021
6/30/2021
7/15/2021
$ 0.0833
56
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking
Statements
Some
of the statements in this quarterly report on Form 10-Q constitute forward-looking statements, which relate to future events or our future
performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and
uncertainties, related to the current COVID-19 pandemic and otherwise, including statements as to:
• our
future operating results;
• our
business prospects and the prospects of our portfolio companies;
• the
effect of investments that we expect to make;
• our
contractual arrangements and relationships with third parties;
• actual
and potential conflicts of interest with Stellus Capital;
• the
dependence of our future success on the general economy and its effect on the industries
in which we invest;
• the
ability of our portfolio companies to achieve their objectives;
• the
use of borrowed money to finance a portion of our investments;
• the
adequacy of our financing sources and working capital;
• the
timing of cash flows, if any, from the operations of our portfolio companies and the impact
of the;
• the
ability of Stellus Capital to locate suitable investments for us and to monitor and administer
our investments;
• the
ability of Stellus Capital to attract and retain highly talented professionals;
• our
ability to maintain our qualification as a RIC and as a BDC; and
• the
effect of future changes in laws or regulations (including the interpretation of these laws
and regulations by regulatory authorities) and conditions in our operating areas, particularly
with respect to business development companies or RICs.
Such
forward-looking statements may include statements preceded by, followed by or that otherwise include the words ’‘may,’’
’‘might,’’ ’‘will,’’ ’‘intend,’’ ’’should,’’
’‘could,’’ ’‘can,’’ ’‘would,’’ ’‘expect,’’
’‘believe,’’ ’‘estimate,’’ ’‘anticipate,’’ ’‘predict,’’
’‘potential,’’ ’‘plan’’ or similar words.
We
have based the forward-looking statements included in this quarterly report on Form 10-Q on information available to us on the date of
this quarterly report on Form 10-Q. Actual results could differ materially from those anticipated in our forward-looking statements,
and future results could differ materially from historical performance. We undertake no obligation to revise or update any forward-looking
statements, whether as a result of new information, future events or otherwise, unless required by law or SEC rule or regulation. You
are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file
with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview
We
were organized as a Maryland corporation on May 18, 2012, and formally commenced operations on November 7, 2012. Our investment objective
is to maximize the total return to our stockholders in the form of current income and capital appreciation through debt and related equity
investments in middle-market companies.
We
are an externally managed, non-diversified, closed-end investment company that has elected to be regulated as a BDC under the 1940 Act.
Our investment activities are managed by our investment adviser, Stellus Capital.
As
a BDC, we are required to comply with certain regulatory requirements. For instance, as a BDC, we may not acquire any assets other than
“qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets
are qualifying assets. Qualifying assets include investments in ’‘eligible portfolio companies.’’ Under the relevant
SEC rules, the term ’‘eligible portfolio company’’ includes all private operating companies, operating companies
whose securities are not listed on a national securities exchange, and certain public operating companies that have listed their securities
on a national securities exchange and have a market capitalization of less than $250 million, in each case organized and with their principal
of business in the United States.
57
We
have elected to be treated for U.S. federal tax purposes as a RIC under Subchapter M of the Code. To maintain our qualification as a
RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. As of March 31, 2021, we were
in compliance with the RIC requirements. As a RIC, we generally will not have to pay corporate-level U.S. federal income taxes on any
income we distribute to our stockholders.
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 Board, including a ’‘required majority’’ (as such term is defined in Section 57(o) of the
Investment Company Act of 1940, as amended (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 our 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 applicable to us was decreased from 200% to 150%, effective June 28, 2019. As of March 31, 2021, our asset coverage
ratio was 203%. 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.
COVID-19
Developments
On
March 11, 2020, the World Health Organization declared COVID-19 a pandemic and recommended containment and mitigation measures worldwide.
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. We believe that any such COVID-19
pandemic impacts have been reflected in the valuation of our 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 are also implementing 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. While several countries, as well as certain states in the United States,
have begun to lift public health restrictions with the view to reopening their economies, recurring COVID-19 outbreaks have led to the
re-introduction of such restrictions in certain states in the United States and globally and could continue to lead to the re-introduction
of such restrictions elsewhere. The Federal Food and Drug Administration authorized vaccines produced for emergency use starting in December
2020, and such vaccines have been distributed nationally; however, it remains unclear how quickly the vaccines will continue to be be
distributed nationwide and globally or when “herd immunity” will be achieved and the restrictions that were imposed to slow
the spread of the virus will be lifted entirely. The delay in distributing the vaccines could lead people to continue to self-isolate
and not participate in the economy at pre-pandemic levels for a prolonged period of time. Even after the COVID-19 pandemic subsides,
the U.S. economy and most other major global economies may continue to experience a recession, and we anticipate our business and operations
could be materially adversely affected by a prolonged recession in the United States and other major markets.
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 our portfolio companies
are adversely impacted by the effects of the COVID-19 pandemic, it may have a material adverse impact on our future net investment income,
the fair value of our portfolio investments and our financial condition.
Economic
outlook
The
Federal Food and Drug Administration authorized vaccines produced for emergency use starting in December 2020, it remains unclear how
quickly the vaccines will be distributed nationwide and globally or when “herd immunity” will be achieved and the restrictions
that were imposed to slow the spread of the virus will be lifted entirely. The delay in distributing the vaccines could lead people to
continue to self- isolate and not participate in the economy at pre-pandemic levels for a prolonged period. The COVID-19 pandemic could
have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. The COVID-19 pandemic
presents material uncertainty and risks with respect to the underlying value of our portfolio companies and with respect to our business,
financial condition, results of operations, and cash flows, such as the potential negative impact to financing arrangements, increased
costs of operations, changes in law and/or regulation, and uncertainty regarding government and regulatory policy.
58
Operations
The
partners and employees of Stellus Capital, our advisor, have been primarily operating remotely since March 16, 2020 without disruption
to Stellus Capital’s operations and such partners and employees are prepared to continue working remotely as long as is necessary
for the health and safety of all personnel.
Our
COVID-19 response
Since
the onset of the COVID-19 pandemic, we have been in regular contact with all of our portfolio companies and their sponsors to assess,
among other things, their ability to function in the new environment. Discussions have addressed the portfolio companies’ liquidity
position, expected covenant compliance, and the health of their workforce and customers.
Financial
impact
We
will continue to closely monitor the financial condition of our portfolio companies as part of our efforts to mitigate the impact
of the COVID-19 pandemic. Historical information may be relatively less significant.
Portfolio
Composition and Investment Activity
Portfolio
Composition
We
originate and invest primarily in privately-held 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 (including unitranche), second lien, and unsecured
debt financing, often times with a corresponding equity investment.
As
of March 31, 2021, we had $714.5 million (at fair value) invested in 70 portfolio companies. As of March 31, 2021, our portfolio included
approximately 79% of first lien debt, 9% of second lien debt, 4% of unsecured debt and 8% of equity investments at fair value. The composition
of our investments at cost and fair value as of March 31, 2021 was as follows:
Cost
Fair Value
Senior
Secured – First Lien (1)
$ 564,962,894
$ 564,335,624
Senior Secured – Second Lien
84,697,904
61,483,486
Unsecured Debt
32,450,689
32,155,362
Equity
37,435,473
56,490,000
Total Investments
$ 719,546,960
$ 714,464,472
(1) Includes unitranche investments, which account for 11.9% 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 second lien and subordinated loans to the extent we invest in the “last-out”
tranche.
59
As
of December 31, 2020, we had $653.4 million (at fair value) invested in 66 portfolio companies. As of December 31, 2020, our portfolio
included approximately 78% of first lien debt, 11% of second lien debt, 3% of unsecured debt and 8% of equity investments at fair value.
The composition of our investments at cost and fair value as of December 31, 2020 was 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
(1) Includes unitranche investments, which account for 13.0% of our portfolio at
December 31, 2020 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 second lien and subordinated
loans to the extent we invest in the “last-out” tranche.
Our
investment portfolio may contain loans that are in the form of lines of credit or revolving credit facilities, which require us to provide
funding when requested by portfolio companies in accordance with the terms and conditions of the underlying loan agreements. As of March
31, 2021 and December 31, 2020, we had unfunded commitments of $22.8 million and $28.9 million, respectively, to provide debt financing
for 22 and 19 portfolio companies, respectively. As of March 31, 2021, we had sufficient liquidity (through cash on hand and available
borrowings under the Credit Facility) to fund such unfunded commitments should the need arise.
60
The
following is a summary of geographical concentration of our investment portfolio as of March 31, 2021:
% of Total
Cost
Fair Value
Investments
Texas
$ 157,437,788
$ 140,656,616
19.69 %
California
87,069,947
92,848,345
13.00 %
Illinois
63,254,406
63,438,481
8.88 %
Arizona
50,798,324
52,365,151
7.33 %
New Jersey
38,213,997
37,055,764
5.19 %
Ohio
34,058,021
36,493,498
5.11 %
Canada
34,833,488
35,024,601
4.90 %
Wisconsin
22,681,481
22,852,123
3.20 %
Washington
22,872,672
22,813,176
3.19 %
New York
18,976,992
20,183,512
2.82 %
United Kingdom
21,283,132
19,788,875
2.77 %
Washington, D.C.
19,151,180
19,201,280
2.69 %
South Carolina
15,844,753
18,412,490
2.58 %
Indiana
17,749,809
17,990,759
2.52 %
Maryland
16,937,047
17,106,250
2.39 %
Minnesota
15,687,680
15,688,188
2.20 %
North Carolina
15,536,435
13,452,687
1.88 %
Alabama
12,230,520
12,281,719
1.72 %
Florida
12,131,350
11,995,454
1.68 %
Missouri
9,935,332
10,725,000
1.50 %
Pennsylvania
9,888,426
9,850,000
1.38 %
Virginia
7,423,287
7,648,786
1.07 %
Georgia
685,000
6,680,000
0.93 %
Tennessee
4,935,243
4,959,782
0.69 %
Puerto Rico
8,613,244
2,341,935
0.33 %
Massachusetts
1,317,406
1,850,000
0.26 %
Utah
-
760,000
0.11 %
$ 719,546,960
$ 714,464,472
100.00 %
61
The
following is a summary of geographical concentration of our investment portfolio as of December 31, 2020:
% of Total
Investments
Cost
Fair Value
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 %
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
0.12 %
$ 658,628,966
$ 653,424,495
100.00 %
62
The
following is a summary of industry concentration of our investment portfolio as of March 31, 2021:
% of Total
Cost
Fair Value
Investments
Services: Business
$ 153,997,793
$ 162,504,358
22.74 %
Healthcare & Pharmaceuticals
86,870,351
82,904,195
11.60 %
Aerospace & Defense
66,615,494
64,921,355
9.09 %
Beverage, Food, & Tobacco
40,297,535
41,543,170
5.81 %
Media: Broadcasting & Subscription
31,356,544
34,084,802
4.77 %
High Tech Industries
33,580,332
33,822,644
4.73 %
Capital Equipment
32,507,740
33,544,326
4.70 %
Consumer Goods: Durable
27,507,794
27,451,222
3.84 %
Education
26,444,058
24,458,420
3.42 %
Services: Consumer
38,012,766
22,467,312
3.14 %
Media: Advertising, Printing & Publishing
21,688,930
20,457,126
2.86 %
Transportation & Logistics
18,562,588
18,699,789
2.62 %
Finance
16,507,196
18,650,000
2.61 %
Retail
15,844,753
18,412,490
2.58 %
Containers, Packaging, & Glass
17,821,650
17,927,123
2.51 %
Metals & Mining
16,937,047
17,106,250
2.39 %
Software
12,325,478
14,902,687
2.09 %
Consumer goods: non-durable
13,346,042
13,040,854
1.83 %
Automotive
11,036,930
10,968,750
1.54 %
Environmental Industries
10,752,846
10,170,000
1.42 %
Utilities: Oil & Gas
9,888,426
9,850,000
1.38 %
Energy: Oil & Gas
11,033,455
9,779,474
1.37 %
Chemicals, Plastics, & Rubber
6,611,212
6,798,125
0.95 %
719,546,960
714,464,472
100.00 %
63
The
following is a summary of industry concentration of our investment portfolio as of December 31, 2020:
% of Total
Investments
Cost
Fair Value
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
0.68 %
Hotel, Gaming, & Leisure
-
10,000
0.00 %
$ 658,628,966
$ 653,424,495
100.00 %
At
March 31, 2021, our average portfolio company investment at amortized cost and fair value was approximately $10.3 million and $10.2 million,
respectively, and our largest portfolio company investment at amortized cost and fair value was $21.5 million and $21.6 million, respectively.
At December 31, 2020, our average portfolio company investment at amortized cost and fair value was approximately $10.0 million and $9.9
million, respectively, and our largest portfolio company investment at amortized cost and fair value was approximately $21.4 million
and $21.6 million, respectively.
At
March 31, 2021, 93% of our debt investments bore interest based on floating rates (subject to interest rate floors), such as LIBOR,
and 7% bore interest at fixed rates. At December 31, 2020, 93% of our debt investments bore interest based on floating rates
(subject to interest rate floors), such as LIBOR, and 7% bore interest at fixed rates.
The
weighted average yield on all of our debt investments as of both March 31, 2021 and December 31, 2020 was 8.3%. The weighted average
yield on all of our investments, including non-income producing equity positions, investments as of March 31, 2021 and December 31, 2020
was approximately 7.8% and 7.9%, respectively. The weighted average yield was computed using the effective interest rates for all of
our debt investments, including accretion of original issue discount. The weighted average yield of our debt investments is not the same
as a return on investment for our stockholder, but, rather relates to a portion of our investment portfolio and is calculated before
the payment of all of our and our subsidiaries’ fees and expenses.
As
of March 31, 2021 and December 31, 2020, we had cash and cash equivalents of $30.4 million and $18.5 million, respectively.
Investment
Activity
During
the three months ended March 31, 2021, we made an aggregate of $93.4 million (net of fees) of investments in three new portfolio company
and eleven existing portfolio companies. During the three months ended March 31, 2021, we received an aggregate of $33.6 million in proceeds
from repayments of our investments.
64
Our
level of investment activity can vary substantially from period to period depending on many factors, including the amount of debt and
equity capital required by middle-market companies, the level of merger and acquisition activity, the general economic environment and
the competitive environment for the types of investments we make.
Asset
Quality
In
addition to various risk management and monitoring tools, Stellus Capital uses an investment rating system to characterize and monitor
the credit profile and expected level of returns on each investment in our investment portfolio. This investment rating system uses a
five-level numeric scale. The following is a description of the conditions associated with each investment category:
•
Investment
Category 1 is used for investments that are performing above expectations, and whose risks remain favorable compared to the expected
risk at the time of the original investment.
•
Investment
Category 2 is used for investments that are performing within expectations and whose risks remain neutral compared to the expected
risk at the time of the original investment. All new loans are initially rated 2.
•
Investment
Category 3 is used for investments that are performing below expectations and that require closer monitoring, but where no loss of
return or principal is expected. Portfolio companies with a rating of 3 may be out of compliance with financial covenants.
•
Investment
Category 4 is used for investments that are performing substantially below expectations and whose risks have increased substantially
since the original investment. These investments are often in work out. Investments with a rating of 4 are those for which some loss
of return but no loss of principal is expected.
•
Investment
Category 5 is used for investments that are performing substantially below expectations and whose risks have increased substantially
since the original investment. These investments are almost always in work out. Investments with a rating of 5 are those for which
some loss of return and principal is expected.
As of
March 31, 2021
As of
December 31, 2020
(dollars in millions)
(dollars in millions)
Number of
Number of
% of Total
Portfolio
% of Total
Portfolio
Investment Category
Fair Value
Portfolio
Companies
Fair Value
Portfolio
Companies
1
$ 119.4
17 %
14
$ 87.3
14 %
12
2
538.8
75 %
48
496.5
76 %
45
3
44.6
6 %
4
61.3
9 %
6
4
3.6
1 %
1
—
— %
—
5
8.1
1 %
3
8.3
1 %
3
Total
$ 714.5
100 %
70
$ 653.4
100 %
66
Loans
and Debt Securities on Non-Accrual Status
We
will not accrue interest on loans and debt securities if we have reason to doubt our ability to collect such interest. As of March 31, 2021, we had five loans on non-accrual status, which represented approximately 5.3% of our loan portfolio
at cost and 1.8% at fair value. 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 March 31, 2021 and December 31, 2020, $8.2
million and $7.1 million of income from investments on non-accrual has not been accrued, respectively.
Results
of Operations
An
important measure of our financial performance is net increase (decrease) in net assets resulting from operations, which includes net
investment income (loss), net realized gain (loss) and net unrealized appreciation (depreciation). Net investment income (loss) is the
difference between our income from interest, dividends, fees and other investment income and our operating expenses including interest
on borrowed funds. Net realized gain (loss) on investments is the difference between the proceeds received from dispositions of portfolio
investments and their amortized cost. Net unrealized appreciation (depreciation) on investments is the net change in the fair value of
our investment portfolio.
65
Comparison
of the three months ended March 31, 2021 and 2020
Revenues
We
generate revenue in the form of interest income on debt investments and capital gains and distributions, if any, on investment securities
that we may acquire in portfolio companies. Our debt investments typically have a term of five to seven years and bear interest at a
fixed or floating rate. Interest on our debt securities is generally payable quarterly. Payments of principal on our debt investments
may be amortized over the stated term of the investment, deferred for several years or due entirely at maturity. In some cases, our debt
investments may pay interest in-kind, or PIK interest. Any outstanding principal amount of our debt securities and any accrued but unpaid
interest will generally become due at the maturity date. The level of interest income we receive is directly related to the balance of
interest-bearing investments multiplied by the weighted average yield of our investments. We expect that the total dollar amount of interest
and any dividend income that we earn will increase as the size of our investment portfolio increases. In addition, we may generate revenue
in the form of prepayment fees, commitment, loan origination, structuring or due diligence fees, fees for providing significant managerial
assistance and consulting fees.
The
following shows the breakdown of investment income for the three months ended March 31, 2021 and 2020 (in millions).
Three months
Three months
ended
ended
March 31,
March 31,
2021
2020
Interest
income (1)
$ 13.4
$ 14.4
PIK Interest
0.1
0.5
Miscellaneous
fees (1)
0.5
0.4
Total
$ 14.0
$ 15.3
(1)
For the three months ended March 31, 2021, we recognized $0.3 million of non-recurring income related to early repayments and amendments
to specific loan positions. For the three months ended March 31, 2020, we recognized $0.9 million of non-recurring income related to
early repayments, amendments to specific loan positions and the recognition of previously reserved income from a prior period.
The
decrease in interest income from the respective periods was due to a decrease in the underlying rates used to price our loan
portfolio over the period, as well as the recognition of previously reserved interest during the three months ending March 31,
2020.
Expenses
Our
primary operating expenses include the payment of fees to Stellus Capital under the investment advisory agreement, our allocable portion
of overhead expenses under the administration agreement and other operating costs described below. We bear all other out-of-pocket costs
and expenses of our operations and transactions, which may include:
•
organization
and offering expenses;
•
Expenses
incurred in valuing our assets and calculating our net asset value (including the cost and expenses of any independent valuation
firm);
•
fees
and expenses incurred by Stellus Capital or payable to third parties, including agents, consultants or other advisors, in monitoring
financial and legal affairs for us and in monitoring our investments and performing due diligence on our prospective portfolio companies
or otherwise relating to, or associated with, evaluating and making investments;
•
interest
payable on debt, if any, incurred to finance our investments and expenses related to unsuccessful portfolio acquisition efforts;
•
offerings
of our common stock and other securities;
66
•
base
management and incentive fees;
•
administration
fees and expenses, if any, payable under the administration agreement (including our allocable portion of Stellus Capital’s
overhead in performing its obligations under the administration agreement, including rent and the allocable portion of the cost of
our chief compliance officer, chief financial officer and their respective staffs);
•
transfer
agent and custodial fees and expenses;
•
U.S.
federal and state registration fees;
•
all
costs of registration and listing our securities on any securities exchange;
•
U.S.
federal, state and local taxes;
•
independent
directors’ fees and expenses;
•
costs
of preparing and filing reports or other documents required by the SEC or other regulators;
•
costs
of any reports, proxy statements or other notices to stockholders, including printing costs;
•
costs
associated with individual or group stockholders;
•
costs
and fees associated with any fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance
premiums;
•
direct
costs and expenses of administration and operation, including printing, mailing, long distance telephone, copying, secretarial and
other staff, independent auditors and outside legal costs; and
•
all
other expenses incurred by us or Stellus Capital in connection with administering our business.
The
following shows the breakdown of operating expenses for the three months ended March 31, 2021 and 2020 (in millions).
Three months
Three months
ended
ended
March 31,
March 31,
2021
2020
Operating Expenses
Management fees
$ 3.0
$ 2.7
Valuation Fees
0.1
0.1
Administrative services expenses
0.5
0.5
Income incentive fee expense
—
1.3
Capital gain incentive fee expense
0.1
(0.9 )
Professional fees
0.3
0.4
Directors’ fees
0.1
0.1
Insurance expense
0.1
0.1
Interest expense and other fees
4.3
4.3
Income tax expense
0.2
0.2
Other general and
administrative
0.3
0.2
Total Operating Expenses
$ 8.9
$ 9.0
The
decrease in operating expenses for the respective periods was primarily due to lower income incentive fees, as a result of pre-incentive
fee net investment income being lower than the hurdle rate, mainly due to lower LIBOR rates over the period. See Note 2 for further discussion
on incentive fees. The decrease was offset by an increase in our capital gains incentive fees.
Net
Investment Income
For
the three months ended March 31, 2021, net investment income was $5.1 million, or $0.26 per common share (based on 19,486,003 weighted-average
common shares outstanding at March 31, 2021).
For
the three months ended March 31, 2020, net investment income was $6.2 million, or $0.32 per common share (based on 19,429,480 weighted-average
common shares outstanding at March 31, 2020).
67
The
decrease in net investment income over the respective periods was due to lower investment income as a result of lower LIBOR rates over
the period, as well as previously reserved income from prior periods recognized during the three months ended March 31, 2020.
Net
Realized Gains and Losses
We
measure realized gains or losses by the difference between the net proceeds from the repayment, sale or disposition and the amortized
cost basis of the investment, using the specific identification method, without regard to unrealized appreciation or depreciation previously
recognized.
Repayments
of investments and amortization of other investments for the three months ended March 31, 2021 totaled $33.5 million and net realized
gain totaled $0.5 million.
Repayments
of investments and amortization of other investments for the three months ended March 31, 2020 totaled $31.8 million and net realized
gain totaled $1.3 million.
Net
Change in Unrealized Appreciation/(Depreciation) of Investments
Net
change in unrealized appreciation (depreciation) primarily reflects the change in portfolio investment values during the reporting period,
including the reversal of previously recorded appreciation or depreciation when gains or losses are realized.
Net
change in unrealized appreciation (depreciation) on investments and cash equivalents for the three months ended March 31, 2021 and 2020
totaled $0.1 million and ($51.5) million, respectively.
The
change in unrealized appreciation over the respective periods was due to a reversal of unrealized depreciation recorded during the three
months ended March 31, 2020, primarily from the negative economic impact caused by the onset of the COVID-19 pandemic. We believe that
any such COVID-19 pandemic impacts have been reflected in the valuation of our investments.
Provision
for Taxes on Unrealized Appreciation on Investments
We
have direct wholly owned subsidiaries that have elected to be taxable entities (the “Taxable Subsidiaries”). The Taxable
Subsidiaries permit us to hold equity investments in portfolio companies which are “pass through” entities for U.S. federal
income tax purposes and continue to comply with the “source income” requirements contained in RIC tax provisions of the Code.
The Taxable Subsidiaries are not consolidated with us for U.S. federal 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 our consolidated financial statements. For the three months
ended March 31, 2021 and 2020, we recognized a (provision) benefit for income tax on unrealized investments of ($168) thousand and $29
thousand for the Taxable Subsidiaries, respectively. As of March 31, 2021 and December 31, 2020, there was $527.4 thousand and $359.6
thousand of deferred tax liability on the Consolidated Statement of Assets and Liabilities.
Net
Increase in Net Assets Resulting from Operations
For
the three months ended March 31, 2021, net decrease in net assets resulting from operations totaled $4.9 million, or $0.25 per common
share (based on 19,486,003 weighted-average common shares outstanding at March 31, 2021).
For
the three months ended March 31, 2020, net increase in net assets resulting from operations totaled ($43.9) million, or ($2.26) per common
share (based on 19,429,480 weighted-average common shares outstanding at March 31, 2020).
The
increase in the net increase (decrease) in net assets between the respective periods was due to a reversal of unrealized depreciation
during the three months ended March 31, 2020, primarily from the negative economic impact caused by the onset of the COVID-19 pandemic.
68
Financial
condition, liquidity and capital resources
Cash
Flows from Operating and Financing Activities
Our
operating activities used net cash of $57.1 million for the three months ended March 31, 2021, primarily in connection with the purchase
and origination of new portfolio investments, some of which was offset by the sales and repayments on our investments. Our financing
activities for the three months ended March 31, 2021 provided cash of $69.0 million due to the issuance of our 4.875% fixed-rate notes
due 2026 (the “2026 Notes”) offset by the repayment of our 5.75% fixed-rate notes due 2022 (the “2022 Notes”)
and net repayments on our Credit Facility.
Our
operating activities used net cash of $27.9 million for the three months ended March 31, 2020, primarily in connection with the purchase
and origination of new portfolio investments, some of which was offset by the sales and repayments on our investments. Our financing
activities for the three months ended March 31, 2020 provided cash of $46.8 million due to borrowings under our Credit Facility.
Liquidity
and Capital Resources
Our
liquidity and capital resources are derived from the Credit Facility, the 2022 Notes, 2026 Notes, SBA-guaranteed debentures and cash
flows from operations, including investment sales and repayments, and income earned. Our primary use of funds from operations includes
investments in portfolio companies and other operating expenses we incur, as well as the payment of dividends to the holders of our common
stock. We used, and expect to continue to use, these capital resources as well as proceeds from turnover within our portfolio and from
public and private offerings of securities to finance our investment activities.
Although
we expect to fund the growth of our investment portfolio through the net proceeds from future public and private equity offerings and
issuances of senior securities or future borrowings to the extent permitted by the 1940 Act, our plans to raise capital may not be successful.
In this regard, if our common stock trades at a price below our then-current net asset value per share, we may be limited in our ability
to raise equity capital given that we cannot sell our common stock at a price below net asset value per share unless our stockholders
approve such a sale and our Board of directors makes certain determinations in connection therewith. A proposal, approved by our stockholders
at our 2020 annual stockholders meeting, authorizes us to sell up to 25% of our outstanding common shares at a price equal to or below
the then current net asset value per share in one or more offerings. This authorization will expire on June 25, 2021, the one-year anniversary
of our 2020 annual stockholders meeting. We would need similar future approval from our stockholders to issue shares below the then current
net asset value per share any time after the expiration of the current approval. In addition, we intend to distribute between 90% and
100% of our taxable income to our stockholders in order to satisfy the requirements applicable to RICs under Subchapter M of the Code.
Consequently, we may not have the funds or the ability to fund new investments, to make additional investments in our portfolio companies,
to fund our unfunded commitments to portfolio companies or to repay borrowings. In addition, the illiquidity of our portfolio investments
may make it difficult for us to sell these investments when desired and, if we are required to sell these investments, we may realize
significantly less than their recorded value.
Also,
as a BDC, we generally are required to meet a coverage ratio of total assets, less liabilities and indebtedness not represented by senior
securities, over the aggregate amount of the senior securities, which include all of our borrowings and any outstanding preferred stock,
of at least 150% effective June 29, 2018 (at least 200% prior to June 29, 2018). This requirement limits the amount that we may borrow.
We have received exemptive relief from the SEC to permit us to exclude the debt of Stellus Capital SBIC, LP (“SBIC subsidiary”)
and Stellus Capital SBIC II, LP (“SBIC II subsidiary”) (together, “the SBIC subsidiaries”) guaranteed by the
Small Business Administration (“SBA”) from the definition of senior securities in the asset coverage test under the 1940
Act. We were in compliance with the asset coverage ratios at all times. As
of March 31, 2021 and December 31, 2020, our asset coverage ratio was 203% and 223%, respectively. The amount
of leverage that we employ will depend on our assessment of market conditions and other factors at the time of any proposed borrowing,
such as the maturity, covenant package and rate structure of the proposed borrowings, our ability to raise funds through the issuance
of shares of our common stock and the risks of such borrowings within the context of our investment outlook. Ultimately, we only intend
to use leverage if the expected returns from borrowing to make investments will exceed the cost of such borrowing. As of March
31, 2021 and December 31, 2020, we had cash and cash equivalents of $30.4 million and $18.5 million, respectively. Cash held within the SBIC subsidiaries is generally restricted to the
origination of new SBIC-eligible loans and the payment of SBA debentures, related interest expense and fund-expenses. Distributions from
positive retained earnings available for distribution are made to the BDC as provided in the SBICs’ limited partnership agreements.
Credit
Facility
On
October 11, 2017, we entered a senior secured revolving credit agreement, dated as of October 10, 2017, as amended, that was amended
and restated on September 18, 2020 with ZB, N.A., dba Amegy Bank and various other lenders (the “Credit Facility”).
69
On
October 11, 2017, the Company entered the Credit Facility, as amended and restated, provides for borrowings up to a maximum of
$230.0 million on a committed basis with an accordion feature that allows us to increase the aggregate commitments up to $280.0
million, 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 our election, on a per annum basis equal to (i) LIBOR plus 2.50% (or 2.75%
during certain periods in which our 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 our asset coverage ratio is equal to or below 1.90 to 1.00) plus an alternate base rate
based on the highest of the Prime Rate (subject to a 3% floor), Federal Funds Rate plus 0.5% or one month LIBOR plus 1.0%. We pay unused commitment fees of
0.50% per annum on the unused lender commitments under the Credit Facility. Interest is payable monthly or quarterly in arrears. The commitment
to fund the revolver expires on September 18, 2024, after which we 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.
Our
obligations to the lenders are secured by a first priority security interest in our 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 $10.0 million, including cash, liquid investments and undrawn availability, (ii)
maintaining an asset coverage ratio of at least 1.67 to 1.0, and (iii) maintaining a minimum stockholder’s equity, and (iv) maintaining
a minimum interest coverage ratio of at least 2.00 to 1.00. As of March 31, 2021, we were in compliance with these covenants.
As
of March 31, 2021 and December 31, 2020, $165.5 million and $174.0 million, respectively, was outstanding under the Credit Facility.
The carrying amount of the amount outstanding under the Credit Facility approximates its fair value. The fair values 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. We incurred costs of $3.6 million in connection with the current Credit Facility, which are being amortized over the life
of the facility. Additionally, $0.3 million of costs from a prior credit facility will continue to be amortized over the remaining life
of the Credit Facility. As of March 31, 2021 and December 31, 2020, $2.1 million and $2.3 million of such prepaid loan structure fees
and administration fees 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.
70
Interest is payable monthly or quarterly in arrears. The following table summarizes the interest expense and amortized loan fees on the Credit Facility for
the three months ended March 31, 2021 and 2020 (in millions):
For the
three months ended
March 31,
March 31,
2021
2020
Interest expense
$ 1.0
$ 1.8
Loan fee amortization
0.1
0.1
Commitment fees on unused portion
0.1
0.1
Total interest and financing expenses
$ 1.2
$ 2.0
Weighted average interest rate
2.8 %
4.1 %
Effective interest rate (including fee amortization)
3.5 %
4.5 %
Average debt outstanding
$ 140.7
$ 175.8
Cash paid for interest and unused fees
$ 1.0
$ 1.9
SBA-Guaranteed
Debentures
Due
to the SBIC subsidiaries’ status as licensed SBICs, we have the ability to issue debentures guaranteed by the SBA at favorable
interest rates (“SBA-guaranteed debentures”). Under the regulations applicable to SBIC funds, a single licensee can have
outstanding SBA-guaranteed debentures, subject to a regulatory leverage limit, up to two times the amount of regulatory capital. As of
both March 31, 2021 and December 31, 2020, the SBIC subsidiary had $75.0 million in “regulatory capital”,
as such term is defined by the SBA and $150.0 million of SBA-guaranteed debentures outstanding.
As
of both March 31, 2021 and December 31, 2020, the SBIC II subsidiary had $60.0 million and $40.0 million in regulatory capital and $60.0
million and $26.5 million of SBA-guaranteed debentures outstanding, respectively.
On
August 12, 2014, we obtained exemptive relief from the SEC to permit us to exclude the debt of the SBIC subsidiaries guaranteed by the
SBA from our 200% asset coverage test under the 1940 Act. The exemptive relief provides us with increased flexibility under the 200%
asset coverage test by permitting us to borrow up to $325.0 million more than we would otherwise be able to absent the receipt of this
exemptive relief.
On
a stand-alone basis, the SBIC subsidiaries held $295.1 million and $277.3 million in assets at March 31, 2021 and December 31, 2020,
respectively, which accounted for approximately 39.5% and 41.1% of our total consolidated assets, 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 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 incurred upfront
fees of 3.425%, which consisted of a 1.00% commitment fee and a 2.425% issuance discount, which are being 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 treasury rate plus a spread at each pooling date.
As
of March 31, 2021 and December 31, 2020, 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 value of the SBA-guaranteed debentures is estimated based upon market interest rates for our own borrowings or entities
with similar credit risk, adjusted for nonperformance risk, if any. At March 31, 2021 and December 31, 2020 the SBA-guaranteed debentures
would be deemed to be Level 3, as defined in Note 6.
As
of March 31, 2021, we have incurred $7.8 million in financing costs related to the SBA-guaranteed debentures since the SBIC subsidiaries
received their licenses, which were recorded as prepaid loan fees. As of March 31, 2021 and December 31, 2020, $4.7 and $3.3 million
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.
71
The
following table summarizes the interest expense and amortized fees on the SBA-guaranteed debentures for the three months ended March
31, 2021 and 2020 (dollars in millions):
For the
three months ended
March 31,
March 31,
2021
2020
Interest expense
$ 1.4
$ 1.3
Debenture fee amortization
0.2
0.2
Total interest and financing expenses
$ 1.6
$ 1.5
Weighted average interest rate
3.0 %
3.3 %
Effective interest rate (including fee amortization)
3.5 %
3.8 %
Average debt outstanding
$ 190.2
$ 161.0
Cash paid for interest
$ 2.7
$ 2.7
Notes
Offering
On
August 21, 2017, we issued $42.5 million in aggregate principal amount of 5.75% fixed-rate notes due September 15, 2022 (the “2022
Notes”). On September 8, 2017, we issued an additional $6.38 million in aggregate principal amount of the 2022 Notes pursuant to
a full exercise of the underwriters’ overallotment option. On January 13, 2021, we caused notices to be issued to the holders of
its 2022 Notes regarding the Company’s exercise of its option to redeem all of the issued and outstanding 2022 Notes, pursuant
to the Second Supplemental Indenture dated as of August 21, 2017, between the Company and U.S. Bank National Association, as trustee.
We redeemed all $48.875 million in aggregate principal amount of the 2022 Notes on February 12, 2021. The 2022 Notes were redeemed at
100% of their principal amount, plus the accrued and unpaid interest thereon through the redemption date. As a result of the redemption,
we recognized a loss on debt extinguishment of $0.5 million due to the write off of the remaining deferred financing costs on the 2022
Notes. This loss is included in the Consolidated Statement of Operations for the three months ended March 31, 2021.
The
following table summarizes the interest expense and deferred financing costs on the 2022 Notes for the three ended March 31, 2021 and
2020:
For the
three months ended
March 31,
March 31,
2021
2020
Interest expense
$ 0.3
$ 0.7
Deferred financing costs
0.1
0.1
Total interest and financing expenses
$ 0.4
$ 0.8
Loss
on extinguishment of debt (1)
0.5
—
Weighted
average interest rate (2)
5.7 %
5.8 %
Effective
interest rate (including fee amortization) (2)
6.4 %
6.4 %
Average
debt outstanding (3)
$ 48.9
$ 48.9
Cash paid for interest
$ 0.5
$ 0.7
72
(1) The
loss on debt extinguishment is not included in interest expense or net investment income
(2) Excludes
the loss on debt extinguishment
(3) For
the three months ended March 31, 2021, the average is calculated for the period January 1,
2021 through February 12, 2021; the repayment date of the 2022 Notes
On
January 14, 2021, we issued $100.0 million 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
We
used the net proceeds from this offering to fully redeem the 2022 Notes and repay a portion of the amount outstanding under the Credit
Facility. As of March 31, 2021 and December 31, 2020, the aggregate carrying amount of the 2026 Notes were approximately $100.0 million
and $0.
Prior
to their redemption on February 12, 2021, the 2022 Notes were listed on New York Stock Exchange under the trading symbol “SCA”.
As of December 31, 2020, the fair value of the 2022 Notes was $49.2 million. The carrying value of the 2026 Notes approximates fair value.
In
connection with the issuance of the 2026 Notes, we have incurred $2.3 million of fees which are being amortized over the term of the
2026 Notes, of which $2.2 million remains to be amortized as of March 31, 2021. 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 2026 Notes for the three and three months ended March
31, 2021 and 2020 (dollars in millions):
For the
three months ended
March 31,
March 31,
2021
2020
Interest expense
$ 1.0
$ —
Deferred financing costs
0.1
—
Total interest and financing expenses
$ 1.1
$ —
Weighted average interest rate
4.9 %
— %
Effective interest rate (including fee amortization)
5.4 %
— %
Average debt outstanding
$ 100.0
$ —
Cash paid for interest
$ —
$ —
Off-Balance
Sheet Arrangements
We
may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our
portfolio companies. As of March 31, 2021 and December 31, 2020, our off-balance sheet arrangements consisted of $22.8 million and $28.9
million, respectively, of unfunded commitments to provide debt financing to 22 and 19 of our portfolio companies, respectively. As of
March 31, 2021, we had sufficient liquidity to fund such unfunded commitments (through cash on hand and available borrowings under the
Credit Facility) should the need arise.
Regulated
Investment Company Status and Dividends
We
have elected to be treated as a RIC under Subchapter M of the Code. So long as we maintain our qualification as a RIC, we will not be
taxed on our investment company taxable income or realized net capital gains, to the extent that such taxable income or gains are distributed,
or deemed to be distributed, to stockholders as dividends on a timely basis.
73
Taxable
income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition
of income and expenses, and generally excludes net unrealized appreciation or depreciation until realized. Distributions declared and
paid by us in a year may differ from taxable income for that year as such dividends may include the distribution of current year taxable
income or the distribution of prior year taxable income carried forward into and distributed in the current year. Distributions also
may include returns of capital.
To
qualify for RIC tax treatment, we must, among other things, distribute, with respect to each taxable year, at least 90% of our investment
company net taxable income (i.e., our net ordinary income and our realized net short-term capital gains in excess of realized net long-term
capital losses, if any). If we maintain our qualification as a RIC, we must also satisfy certain distribution requirements each calendar
year in order to avoid a federal excise tax on our undistributed earnings of a RIC. As of December 31, 2020, we had $21,051,549 of undistributed
taxable income that will be carried forward toward distributions paid during the year ending December 31, 2021.
We
intend to distribute to our stockholders between 90% and 100% of our annual taxable income (which includes our taxable interest and fee
income). However, the covenants contained in the Credit Facility may prohibit us from making distributions to our stockholders, and,
as a result, could hinder our ability to satisfy the distribution requirement. In addition, we may retain for investment some or all
of our net taxable capital gains (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) and
treat such amounts as deemed distributions to our stockholders. If we do this, our stockholders will be treated as if they received actual
distributions of the capital gains we retained and then reinvested the net after-tax proceeds in our common stock. Our stockholders also
may be eligible to claim tax credits (or, in certain circumstances, tax refunds) equal to their allocable share of the tax we paid on
the capital gains deemed distributed to them. To the extent our taxable earnings for a fiscal taxable year fall below the total amount
of our dividends for that fiscal year, a portion of those dividend distributions may be deemed a return of capital to our stockholders.
We
may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of
these distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage
test for borrowings applicable to us as a business development company under the 1940 Act and due to provisions in Credit Facility. We
cannot assure stockholders that they will receive any distributions or distributions at a particular level.
In
accordance with certain applicable U.S. Treasury regulations and private letter rulings issued by the Internal Revenue Service (the “IRS”),
a RIC may treat a distribution of its own stock as fulfilling its RIC distribution requirements if each stockholder may elect to receive
his or her entire distribution in either cash or stock of the RIC, subject to a limitation that the aggregate amount of cash to be distributed
to all stockholders must be at least 20% of the aggregate declared distribution. If too many stockholders elect to receive cash, each
stockholder electing to receive cash must receive a pro rata amount of cash (with the balance of the distribution paid in stock). In
no event will any stockholder, electing to receive cash, receive less than 20% of his or her entire distribution in cash.
If
these and certain other requirements are met, for U.S. federal income tax purposes, the amount of the dividend paid in stock will be
equal to the amount of cash that could have been received instead of stock. We have no current intention of paying dividends in shares
of our stock in accordance with these U.S. Treasury regulations or private letter rulings. However, we continue
to monitor the Company’s liquidity position and the overall economy and will continue to assess whether it would be in our and
our shareholders’ best interest to take advantage of the IRS rulings.
Recent
Accounting Pronouncements
See
Note 1 to the consolidated financial statements contained herein for a description of recent accounting pronouncements, if any, including
the expected dates of adoption and the anticipated impact on the financial statements.
Critical
Accounting Policies
See
Note 1 to the consolidated financial statements contained herein for a description of critical accounting policies.
74
Subsequent
Events
Investment
Portfolio
On
April 22, 2021, we received full repayment on the unsecured term loan of Skopos Financial, LLC for total proceeds of $14.0 million.
On
April 26, 2021, we invested $10.8 million in the first lien term loan and committed $0.1 million in both the unfunded revolver and delayed
draw term loan of an HVAC and plumbing designer, installer, and service provider for new/existing
DCs, fulfilment sortation facilities, and warehouses.
On
April 28, 2021, we invested $7.5 million in the first lien term loan and committed $2.0 million in the unfunded revolver of Unicat Catalyst,
LLC, a global formulator and distributor of heterogeneous, consumable catalyst products primarily serving the refinery, petrochemical,
and other end markets. Additionally, we invested $0.8 million in the equity of the company.
Credit
Facility
The
outstanding balance under the Credit Facility as of May 6, 2021 was $186.0 million.
SBA-guaranteed
Debentures
The
total balance of SBA-guaranteed debentures outstanding as of May 6, 2021 was $220.0 million.
SBIC
II Subsidiary
On
April 13, 2021, we contributed $15.0 million to the SBIC II subsidiary, bringing total contributed capital to the SBIC II subsidiary
to $50.0 million.
75
Dividend
Declared
On
April 19, 2021, our Board declared a regular monthly dividend for each of April 2021, May 2021 and June 2021 as follows:
Declared
Ex-Dividend Date
Record Date
Payment Date
Amount
per Share
4/19/2021
4/29/2021
4/30/2021
5/14/2021
$ 0.0833
4/19/2021
5/27/2021
5/28/2021
6/15/2021
$ 0.0833
4/19/2021
6/29/2021
6/30/2021
7/15/2021
$ 0.0833
Item
3. Quantitative and Qualitative Disclosures About Market Risk
We
are subject to financial market risks, including changes in interest rates. At both March 31, 2021 and December 31, 2020, 93% of the
loans in our portfolio bore interest at floating rates. These floating rate loans typically bear interest in reference to LIBOR, which
are indexed to 30-day or 90-day LIBOR rates, subject to an interest rate floor. As of March 31, 2021 and December 31, 2020, the weighted
average interest rate floor on our floating rate loans was 1.19% and 1.21%, respectively.
Assuming
that the Statement of Assets and Liabilities as of March 31, 2021 were to remain constant and no actions were taken to alter the existing
interest rate sensitivity, the following table shows the annual impact on net income of changes in interest rates:
($ in millions)
Change
in Basis Points (2)
Interest
Income
Interest
Expense (3)
Net
Interest Income (1)
Up 200 basis points
$ 6.8
$ (3.3 )
$ 3.5
Up 150 basis points
3.8
(2.5 )
1.3
Up 100 basis points
1.5
(1.7 )
(0.2 )
Up 50 basis points
0.5
(0.8 )
(0.3 )
Down 25 basis points
0.0
0.0
0.0
(1)
Excludes
the impact of incentive fees based on pre-incentive fee net investment income. See Note 2 for more information on the incentive fee.
(2)
The
three month LIBOR rate at March 31, 2021 was 19 basis points. This table assumes LIBOR would not fall below zero.
(3)
Includes
the impact of the 25 bps LIBOR floor in place on the Credit Facility.
Although
we believe that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in credit
quality, size and composition of the assets on the balance sheet and other business developments that could affect net increase in net
assets resulting from operations. Accordingly, no assurances can be given that actual results would not differ materially from the potential
outcome simulated by this estimate. We may hedge against interest rate fluctuations by using standard hedging instruments such as futures,
options and forward contacts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes
in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio
of investments. For the three months ended March 31, 2021 and 2020, we did not engage in hedging activities.
Item
4. Controls and Procedures
(a)
Evaluation
of Disclosure Controls and Procedures
The
Company’s management, under the supervision and with the participation of various members of management, including its Chief Executive
Officer and its Chief Financial Officer, has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rule
13a-15(e) or Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CFO have concluded that the Company’s disclosure controls and procedures are effective as of the end of
the period covered by this report.
76
(b)
Changes
in Internal Control Over Financial Reporting
The
Company’s management did not identify any change in the Company’s internal control over financial reporting that occurred
during the quarter ended March 31, 2021 that has materially affected, or is reasonable likely to materially affect, the Company’s
internal control over financial reporting.
77
PART
II — OTHER INFORMATION
Item 1. Legal
Proceedings
We
are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against
us or our subsidiaries. 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 financial
condition or results of operations.
Item
1A.
Risk
Factors
There
have been no material changes in the information provided under the heading “Risk Factors” in our Annual Report on Form 10-K
as of December 31, 2020 other than as provided below. Additional risks and uncertainties not currently known to us or that we currently
deem to be immaterial may materially affect our business, financial condition and/or operating results.
Item
2.
Unregistered
Sales of Equity Securities and Use of Proceeds
No
shares were issued under the distribution reinvestment program (“DRIP”) during the three
months ended March 31, 2021. During the three months ended March 31, 2020, the Company issued 9,910 shares of common stock under the
DRIP. This issuance was not subject to the registration requirements of the Securities Act. The aggregate
value of the shares of our common stock issued under the DRIP for the three months ended March 31, 2020 was approximately $135,472.
Item
3.
Defaults
Upon Senior Securities
Not
applicable.
Item
4.
Mine
Safety Disclosures
Not
applicable.
Item
5.
Other
Information
None.
Item 6. EXHIBITS.
The following exhibits are
filed as part of this report or hereby incorporated by reference to exhibits filed with the SEC:
Exhibit
Number
Description
31.1
Chief Executive Officer Certification pursuant to Exchange Act Rule 13a-14 (a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2
Chief Financial Officer Certification pursuant to Exchange Act Rule 13a-14 (a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1
Chief Executive Officer Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2
Chief Financial Officer Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
*
Filed herewith
78
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated:
May 6, 2021
STELLUS
CAPITAL INVESTMENT CORPORATION
By:
/s/
Robert T. Ladd
Name:
Robert
T. Ladd
Title:
Chief
Executive Officer and President
By:
/s/
W. Todd Huskinson
Name:
W.
Todd Huskinson
Title:
Chief
Financial Officer
79
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.