Item 3. Legal Proceedings
Item 3. Legal Proceedings
We, Stellus Capital Management or our subsidiaries are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us, Stellus Capital
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Management 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 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “SCM.” As of January 31, 2022, we had nine stockholders of record, which did not include stockholders for whom shares are held in nominee or street name.
We generally intend to pay distributions to our stockholders out of assets legally available for distribution. Our distributions and their frequency, if any, will be determined by our board of directors. From January 2014 through March 2020, we paid aggregate monthly distributions of $0.1133 per share on our common shares. For the period April 2020 through December 2020, we paid quarterly distributions of $0.25 per share on our common shares. For the period January 2021 through June 2021, we paid monthly distributions of $0.0833 per share on our common shares. For the period July 2021 through September 2021, we paid monthly distributions of $0.1000 per share on our common shares. For the period October 2021 through December 2021, we paid monthly distributions of $0.0933 per share on our common shares. Payment of dividends on our common shares is within the discretion of the Board, and depends on, among other factors, net earnings, capital requirements and the financial condition of the Company. However, the Company intends to continue to pay comparable dividends to shareholders in the future.
Recent Sales of Unregistered Securities
During the years ended December 31, 2021 and 2019, we did not issue shares of common stock under the distribution reinvestment program (“DRIP”). During the year ended December 31, 2020, we issued a total of 21,666 shares of common stock under DRIP. Issuances under the DRIP are not subject to the registration requirements of the Securities Act of 1933, as amended. The aggregate value of the shares of our common stock issued under the DRIP for the year ended December 31, 2020 was $228,943.
Use of Proceeds from Recent Sales of Registered Securities
On November 16, 2021, the Company entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Keef Bruyette & Woods, Inc. and Raymond James & Associates, Inc., as sales agents and/or principal thereunder. Under the Equity Distribution Agreement, the Company may, issue and sell, from time to time, up to $50,000,000 in aggregate offering price of shares of common stock, par value $0.001 per share, with the intention to use the net proceeds from this at-the-market sales program (the “ATM Program”) to repay certain outstanding indebtedness and make investments in portfolio companies in accordance with its investment objective and strategies
In November 2021, the Company sold 31,592 shares of common stock through the ATM Program for net proceeds of $442,770, which was used to repay borrowings under the Credit Facility.
Purchases of Equity Securities
Dividend Reinvestment Plan
During the year ended December 31, 2021, as a part of our DRIP, we purchased 79,591 shares of our common stock for an average price per share of $13.08 in the open market in order to satisfy the reinvestment portion of our dividends. The following chart outlines such purchases of our common stock during the year ended December 31, 2021:
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Period
Total Number
of Shares
Purchased
Average Price
Paid Per
Share
January 1, 2021 – January 31, 2021
—
$
—
Febuary 1, 2021 – Febuary 29, 2021
8,630
11.19
March 1, 2021 – March 31, 2021
7,480
12.66
April 1, 2021 – April 30, 2021
6,963
13.68
May 1, 2021 – May 31, 2021
6,771
12.86
June 1, 2021 – June 30, 2021
6,674
13.30
July 1, 2021 – July 31, 2021
6,684
12.73
August 1, 2021 – August 31, 2021
7,727
13.50
September 1, 2021 – September 30, 2021
7,514
13.43
October 1, 2021 – October 31, 2021
7,711
13.47
November 1, 2021 – November 30, 2021
6,571
14.33
December 1, 2021 – December 31, 2021
6,866
13.16
Total
79,591
$
13.08
Price Range of Common Stock
Our shares of common stock are traded on the New York Stock Exchange (“NYSE”) under the symbol “SCM.” In connection with our initial public offering, our shares of common stock began trading on November 8, 2012, and before that date, there was no established trading market for shares of our common stock.
The following table sets forth, for each fiscal quarter of the three most recent fiscal years, the range of high and low closing prices of our common stock as reported on the NYSE and the sales price as a percentage of our net asset value (“NAV”).
Fiscal Year Ended
NAV Per
Share (1)
Closing Sales Price (2)
Premium or
Discount of
High Sales
NAV (3)
Premium or
Discount of
Low Sales
NAV (3)
High
Low
December 31, 2021
Fourth quarter
$
14.61
$
14.65
$
12.38
0.27 %
-15.26 %
Third quarter
$
14.15
$
13.61
$
12.45
-3.82 %
-12.01 %
Second quarter
$
14.07
$
13.66
$
12.40
-2.91 %
-11.87 %
First quarter
$
14.03
$
12.70
$
10.18
-9.48 %
-27.44 %
December 31, 2020
Fourth quarter
$
14.03
$
12.07
$
8.04
-13.97 %
-42.69 %
Third quarter
$
13.17
$
8.94
$
7.22
-32.12 %
-45.18 %
Second quarter
$
13.34
$
8.75
$
5.58
-34.41 %
-58.17 %
First quarter
$
11.55
$
15.03
$
5.06
30.13 %
-56.19 %
December 31, 2019
Fourth quarter
$
14.14
$
14.46
$
13.02
2.26 %
-7.92 %
Third quarter
$
14.40
$
14.62
$
12.80
1.53 %
-11.11 %
Second quarter
$
14.29
$
14.58
$
13.49
2.03 %
-5.60 %
First quarter
$
14.32
$
15.20
$
13.27
6.15 %
-7.33 %
(1)
NAV is determined as of the last date in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAVs shown are based on outstanding shares at the end of each period.
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(2)
Closing sales price is determined as the high or low closing sales price noted within the respective quarter, not adjusted for dividends.
(3)
Calculated as of the respective high or low sales price divided by the quarter end NAV.
Shares of BDCs’ common stock may trade at a market price that is less than the value of the net assets attributable to those shares of common stock. The possibility that our shares of common stock will trade at a discount from NAV or at premiums that are unsustainable over the long term are separate and distinct from the risk that our NAV will decrease. Since our shares of common stock began trading on November 8, 2012, in connection with our initial public offering, our shares of common stock have traded at times at a discount to the net assets attributable to those shares of common stock.
Stock Performance Graph
This graph compares the return on our shares of common stock with that of the Standard & Poor’s 500 Stock Index, the Russell 2000 Financial Services Index, and the Raymond James BDC Index, for the period from inception through February 28, 2022. The graph assumes that, at inception, a person invested $100 in each share of our common stock, the S&P 500 Index, the Russell 2000 Financial Services Index, and the Raymond James BDC Index. The graph measures total stockholder return, which takes into account both changes in stock price and dividends. It assumes that dividends paid are invested in like securities.
The graph and other information furnished under this Part II Item 5 of this Annual Report on Form 10-K shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Securities Exchange Act of 1934 (the “1934 Act”). The stock price performance included in the above graph is not necessarily indicative of future stock price performance.
Item 6.
[Reserved]
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Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Some of the statements in this Annual Report on Form 10-K constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained in this Annual Report on Form 10-K involve risks and uncertainties, related to the 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 Management;
•
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;
•
the ability of Stellus Capital Management to locate suitable investments for us and to monitor and administer our investments;
•
the ability of Stellus Capital Management to attract and retain highly talented professionals;
•
our ability to maintain our qualification as a registered investment company (“RIC”) and as a business development company (“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 BDCs 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 Annual Report on Form 10-K on information available to us on the date of this Annual Report on Form 10-K. 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 Management.
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As a BDC, we are required to comply with certain regulatory requirements. For instance, as a BDC, we must 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.
We have elected, have qualified, and intend to qualify annually to be treated for 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 December 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 29, 2018, which effectively increased the amount of leverage we may incur. As of December 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 lifted 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
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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 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 December 31, 2021, we had $ 772.9 million (at fair value) invested in 73 companies. As of December 31, 2021, our portfolio included approximately 84% of first lien debt (including unitranche investments), 7% of second lien debt, 1% 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, 2021 was as follows:
Cost
Fair Value
Senior Secured – First Lien (1)
$
652,561,144
$
646,352,935
Senior Secured – Second Lien
79,806,598
$
56,733,110
Unsecured Debt
5,030,143
$
4,883,854
Equity
47,608,072
$
64,903,427
Total Investments
$
785,005,957
$
772,873,326
(1)
Includes unitranche investments, which account for 1.6% of our portfolio at fair value. Unitranche structures may combine characteristics of first lien senior secured as well as second lien and/or subordinated loans. Our unitranche loans will expose us to the risks associated with the second lien and subordinated loans to the extent we invest in the “last-out” tranche.
As of December 31, 2020, we had $653.4 million (at fair value) invested in 66 companies. As of December 31, 2020, our portfolio included approximately 78% of first lien debt (including unitranche investments), 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 fair value. Unitranche structures may combine characteristics of first lien senior secured as well as second lien and/or subordinated loans. Our unitranche loans will expose us to the risks associated with the second lien and subordinated loans to the extent we invest in the “last-out” tranche.
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 December 31, 2021 and December 31, 2020, we had unfunded commitments of $31.0 million and $28.9 million, respectively, to provide debt
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financing for 32 and 19 portfolio companies, respectively. As of December 31, 2021, we had sufficient liquidity (through cash on hand and available borrowings under the Credit Facility (as defined below)) to fund such unfunded commitments should the need arise.
The following is a summary of geographical concentration of our investment portfolio as of December 31, 2021:
Cost
Fair Value
% of Total
Investments
at fair value
California
153,793,390
157,446,299
20.37 %
Texas
161,550,893
142,657,160
18.46 %
Illinois
69,780,236
71,066,882
9.20 %
Pennsylvania
42,866,707
42,604,002
5.51 %
Washington
41,067,458
40,790,941
5.28 %
Ohio
36,551,789
38,218,517
4.94 %
Arizona
31,165,320
31,117,284
4.03 %
New York
25,161,998
27,334,823
3.54 %
Wisconsin
25,880,018
25,893,643
3.35 %
New Jersey
25,518,474
23,548,670
3.05 %
United Kingdom
21,320,828
19,537,231
2.53 %
Georgia
11,066,059
19,045,442
2.46 %
Maryland
16,838,603
16,974,999
2.20 %
Minnesota
15,922,220
15,688,073
2.03 %
Colorado
15,151,135
14,980,283
1.94 %
South Carolina
13,270,660
13,270,530
1.71 %
Canada
13,418,371
13,265,324
1.71 %
Florida
12,966,130
13,220,344
1.71 %
District of Columbia
11,798,134
13,137,892
1.70 %
Missouri
9,871,933
10,600,866
1.37 %
North Carolina
10,503,957
10,360,521
1.34 %
Massachusetts
10,281,055
10,348,341
1.34 %
Puerto Rico
8,760,589
1,149,047
0.15 %
Virginia
500,000
616,212
0.08 %
$
785,005,957
$
772,873,326
100.00 %
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The following is a summary of geographical concentration of our investment portfolio as of December 31, 2020:
Cost
Fair Value
% of Total
Investments
at Fair Value
Texas
$
151,640,862
$
135,146,776
20.68 %
California
86,050,467
92,069,851
14.09 %
Illinois
57,330,756
57,535,404
8.81 %
Arizona
50,822,139
52,015,600
7.96 %
New Jersey
38,228,359
37,765,139
5.78 %
Ohio
34,109,657
35,827,682
5.48 %
Wisconsin
22,721,856
22,827,500
3.49 %
Canada
21,318,659
21,540,925
3.30 %
New York
19,527,594
20,547,579
3.14 %
Tennessee
19,832,576
19,959,613
3.05 %
United Kingdom
20,159,650
18,727,500
2.87 %
South Carolina
15,834,471
18,132,490
2.77 %
Indiana
17,741,889
18,026,339
2.76 %
Maryland
16,970,057
17,064,250
2.61 %
Florida
12,404,739
12,299,545
1.88 %
Alabama
12,252,768
12,252,768
1.88 %
Washington
11,803,768
11,801,363
1.81 %
Missouri
9,956,554
10,720,000
1.64 %
Pennsylvania
9,884,148
9,900,000
1.52 %
Virginia
7,505,287
7,759,020
1.19 %
Washington, D.C.
6,937,907
7,030,512
1.08 %
Georgia
685,000
6,420,000
0.98 %
North Carolina
4,979,153
2,925,000
0.45 %
Puerto Rico
8,613,244
2,589,639
0.40 %
Massachusetts
1,317,406
1,780,000
0.27 %
Utah
—
760,000
0.11 %
$
658,628,966
$
653,424,495
100.00 %
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The following is a summary of industry concentration of our investment portfolio as of December 31, 2021:
Cost
Fair Value
% of Total
Investments
at fair value
Services: Business
$
167,253,835
$
177,242,299
22.93 %
Healthcare & Pharmaceuticals
104,933,428
99,584,343
12.89 %
Aerospace & Defense
66,503,939
63,467,579
8.21 %
Media: Advertising, Printing & Publishing
53,136,718
51,125,659
6.62 %
Media: Broadcasting & Subscription
39,319,912
42,892,137
5.55 %
Consumer Goods: Durable
36,216,806
36,537,445
4.73 %
Beverage, Food, & Tobacco
34,089,805
33,791,047
4.37 %
Consumer Goods: Non-Durable
30,597,444
29,447,632
3.81 %
Construction & Building
27,333,360
27,282,504
3.53 %
Environmental Industries
26,826,229
26,355,789
3.41 %
Software
21,498,947
23,841,617
3.08 %
Services: Consumer
40,034,415
22,682,119
2.93 %
Transportation & Logistics
18,583,797
18,934,004
2.45 %
Containers, Packaging, & Glass
17,557,212
17,710,907
2.29 %
Metals & Mining
16,838,603
16,974,999
2.20 %
FIRE: Real Estate
15,694,701
15,824,998
2.05 %
Chemicals, Plastics, & Rubber
14,638,210
14,288,322
1.85 %
Education
11,053,167
11,053,167
1.43 %
Automotive
11,064,612
10,800,000
1.40 %
Energy: Oil & Gas
11,098,912
10,461,417
1.35 %
Utilities: Oil & Gas
9,901,900
9,800,000
1.27 %
Capital Equipment
8,322,806
8,182,736
1.06 %
Finance
2,507,199
4,108,356
0.53 %
Hotel, Gaming, & Leisure
—
484,250
0.06 %
$
785,005,957
$
772,873,326
100.00 %
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The following is a summary of industry concentration of our investment portfolio as of December 31, 2020:
Cost
Fair Value
% of Total
Investments
at Fair Value
Services: Business
$
102,005,864
$
109,873,364
16.82 %
Healthcare & Pharmaceuticals
87,198,279
82,945,887
12.69 %
Aerospace & Defense
53,615,886
52,184,338
7.99 %
Beverage, Food, & Tobacco
39,339,090
41,012,620
6.28 %
Media: Broadcasting & Subscription
31,889,423
34,418,869
5.27 %
High Tech Industries
33,571,427
33,793,693
5.17 %
Consumer Goods: Durable
27,802,124
27,780,032
4.25 %
Environmental Industries
25,454,549
24,977,427
3.82 %
Education
26,428,607
24,494,108
3.75 %
Services: Consumer
38,026,487
22,600,924
3.46 %
Media: Advertising, Printing & Publishing
21,903,057
21,348,217
3.27 %
Capital Equipment
20,005,255
20,680,904
3.17 %
Finance
18,016,762
19,435,000
2.97 %
Transportation & Logistics
18,690,276
18,944,945
2.90 %
Retail
15,834,471
18,132,490
2.77 %
Containers, Packaging, & Glass
17,853,813
17,890,000
2.74 %
Metals & Mining
16,970,057
17,064,250
2.61 %
Consumer goods: non-durable
13,272,383
12,930,000
1.98 %
Automotive
11,028,125
11,028,125
1.69 %
Construction & Building
10,446,055
10,750,000
1.65 %
Energy: Oil & Gas
11,015,013
9,991,177
1.53 %
Utilities: Oil & Gas
9,884,148
9,900,000
1.52 %
Chemicals, Plastics, & Rubber
6,605,024
6,808,125
1.04 %
Software
1,772,791
4,430,000
0.66 %
Hotel, Gaming, & Leisure
—
10,000
— %
$
658,628,966
$
653,424,495
100.00 %
At December 31, 2021, our average portfolio company investment at amortized cost and fair value was approximately $10.8 million and $10.6 million, respectively, and our largest portfolio company investment at amortized cost and fair value was approximately $ 21.3 million and $ 20.5 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 December 31, 2021, 96% of our debt investments bore interest based on floating rates (subject to interest rate floors), such as London Interbank Offered Rate (“LIBOR”), and 4% 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 December 31, 2021 and December 31, 2020 was approximately 8.0% and 8.3%, respectively. The weighted average yield on all of our investments, including non-income producing equity positions, as of December 31, 2021 and December 31, 2020 was approximately 7.5% 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
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average yield of our debt investments is not the same as a return on investment for our stockholders, but, rather relates to a portion of our investment portfolio and is calculated before the payment of all of our subsidiaries’ fees and expenses.
As of December 31, 2021 and December 31, 2020, we had cash and cash equivalents of $44.2 million and $18.5 million, respectively.
Investment Activity
During the year ended December 31, 2021, we made $387.3 million of investments in 26 new portfolio companies and 37 existing portfolio companies. During the year ended December 31, 2021, we received an aggregate of $287.6 million in proceeds from repayments of our investments.
During the year ended December 31, 2020, we made $152.0 million of investments in 10 new portfolio companies and 20 existing portfolio companies. During the year ended December 31, 2020, we received $128.8 million in proceeds principally from prepayments of our investments, including $38.3 million from amortization of certain other investments.
Our level of investment activity can vary substantially from period to period depending on many factors, including the amount of debt and equity capital to 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 Management uses an investment rating system to characterize and monitor the credit profile and expected level of returns on each investment in our 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.
(dollars in millions)
As of December 31, 2021
As of December 31, 2020
Investment Category
Fair Value
% of Total
Portfolio
Number of
Portfolio
Companies
Fair Value
% of Total
Portfolio
Number of
Portfolio
Companies (1)
1
$
63.6
8 %
12
$
87.3
14 %
12
2
585.0
76 %
48
496.5
76 %
45
3
118.4
15 %
10
61.3
9 %
6
4
3.7
1 %
1
—
— %
—
5
2.2
— %
2
8.3
1 %
3
Total
$
772.9
100 %
73
$
653.4
100 %
66
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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 December 31, 2021, we had loans to three portfolio companies that were on non-accrual status, which represented approximately 4.2% of our loan portfolio at cost and 0.8% at fair value. As of December 31, 2020, we had loans to three portfolio companies that were on non-accrual status, which represented approximately 4.3% of our loan portfolio at cost and 1.0% at fair value. As of December 31, 2021 and December 31, 2020, $10.4 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.
Comparison of the Years ended December 31, 2021, 2020, and 2019
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 primarily floating rates. 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 years ended December 31, 2021, 2020, and 2019 (in millions).
Year ended
December 31,
2021
Year ended
December 31,
2020
Year ended
December 31,
2019
Interest Income (1)
$
60.7
$
54.7
$
56.5
PIK Income
0.9
0.7
0.4
Miscellaneous fees (1)
2.1
1.3
2.0
Total
$
63.7
$
56.7
$
58.9
(1)
For the years ended December 31, 2021, 2020, and 2019, we recognized $2.8, million, $2.1 million and $2.8 million of non-recurring income, respectively. Non-recurring income was related to early repayments, the recognition of previously reserved income from a prior period, and amendments to specific loan positions.
The increase in interest income from the year ended December 31, 2020 to the year ended December 31, 2021 was due primarily to growth in the overall investment portfolio. The decrease in interest income from the year ended December 31, 2019 to the year ended December 31, 2020 was due primarily to a decline in the market indices that are used for the floating rate loans, subject to interest rate floors.
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Expenses
Our primary operating expenses include the payment of fees to Stellus Capital Management 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;
•
calculating our net asset value (including the cost and expenses of any independent valuation firm);
•
fees and expenses 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;
•
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 and chief financial officer and their respective staff);
•
transfer agent, dividend 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 distributing any reports, proxy statements or other notices to stockholders, including printing costs;
•
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, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs;
•
proxy voting expenses; 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 years ended December 31, 2021, 2020 and 2019 (in millions).
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Operating Expenses
Year ended
December 31,
2021
Year ended
December 31,
2020
Year ended
December 31,
2019
Management Fees
$
13.2
$
11.1
$
9.7
Valuation Fees
0.3
0.3
0.3
Administrative services expenses
1.8
1.8
1.7
Income incentive fees
3.0
2.5
5.8
Capital gain incentive (reversal) fees
2.9
(0.4 )
0.8
Professional fees
1.1
1.0
1.0
Directors’ fees
0.3
0.4
0.4
Insurance expense
0.5
0.3
0.3
Interest expense and other fees
18.7
16.0
15.0
Income tax expense
1.1
0.8
0.9
Other general and administrative
1.0
0.9
0.6
Total Operating Expenses
$
43.9
$
34.7
$
36.5
The increase in operating expenses for the year ended December 31, 2020 to the year ended December 31, 2021 was due to (1) higher interest expense as a result of higher outstanding balances on our SBA-guaranteed debentures and Notes, (2) higher management fees due to a larger investment portfolio, and (3) higher incentive fees due to portfolio performance. The decrease in operating expenses for the year ended December 31, 2019 to the year ended December 31, 2020 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; and the reversal of a previously accrued capital gains incentive fee, which resulted from realized losses incurred over the period. The decrease was offset by an increase in management fees, directly related to the growth of our portfolio and an increase in interest expense due to the higher balances on the Credit Facility and SBA-guaranteed debentures (as defined below) outstanding during the period.
Net Investment Income
For the year ended December 31, 2021, net investment income was $19.8 million, or $1.01 per common share based on 19,489,750 weighted-average common shares outstanding. For the year ended December 31, 2020, net investment income was $22.0 million, or $1.13 per common share based on 19,471,500 weighted-average common shares outstanding. For the year ended December 31, 2019, net investment income was $22.4 million, or $1.23 per common share based on 18,275,696 weighted-average common shares outstanding.
Net investment income for the year ended December 31, 2021 decreased compared to the year ended December 31, 2020 as a result of higher operating expenses as explained in the “Expenses” section above.
Net investment income for the year ended December 31, 2020 decreased compared to the year ended December 31, 2019 as a result of lower interest income due to a decline in the market indices that are used for our floating rate loans, subject to interest rate floors; offset by lower operating expenses as explained in the “Expenses” section above.
Net Realized Gains and Losses
We measure realized gains or losses by the difference between the net proceeds from the repayment, sale or other disposition and the amortized cost basis of the investment, using the specific identification method, without regard to unrealized appreciation or depreciation previously recognized.
Proceeds from repayments of investments and amortization of certain other investments for the year ended December 31, 2021 totaled $287.6 million and net realized gains totaled $23.7 million. Proceeds from repayments of investments and amortization of certain other investments for the year ended December 31, 2020 totaled $128.6 million and net realized losses totaled $(10.1) million. Proceeds from the sales and
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repayments of investments and amortization of certain other investments for the year ended December 31, 2019 totaled $128.2 million and net realized gains totaled $19.6 million. Net realized gains during the year ended December 31, 2021 resulted primarily by gains from the realization of our equity investments in certain portfolio companies. Net realized losses during the year ended December 31, 2020 resulted primarily from the disposition of a loan in our portfolio, partially offset by gains from the realization of our equity investments in certain portfolio companies. Net realized gains for the year ended December 31, 2019 resulted primarily from the realization of our equity investments in certain portfolio companies.
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 (depreciation) appreciation on investments and cash equivalents for the year ended December 31, 2021, 2020 and 2019 totaled ($6.9) million, $8.6 million, and ($15.5) million, respectively.
The change in unrealized depreciation in 2021 was primarily due to realizations on equity investments previously written up. The change in unrealized appreciation in 2020 was primarily due to portfolio company specific performance on several of our equity investments. The change in unrealized depreciation in 2019 was primarily due to write downs on specific 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 U.S. federal income tax expense, benefit, and the related tax assets and liabilities, as a result of their ownership of certain portfolio investments. The U.S. federal income tax expense, or benefit, if any, and related tax assets and liabilities are reflected in our consolidated financial statements.
For the year ended December 31, 2021, we recognized a deferred tax asset related to unrealized depreciation on certain equity investments for income tax at our Taxable Subsidiaries of $510.9 thousand. For the years ended December 31, 2020 and 2019, we recognized a deferred tax provision related to unrealized appreciation on certain equity investments for income tax at our Taxable Subsidiaries of $224.9 thousand and $66.8 thousand, respectively.
For the year ended December 31, 2021, we recognized tax expense related to the realized gains on certain equity investments at our taxable subsidiaries of $3.0 million. There was no such tax expense for the years ended December 31, 2020 and 2019. As of December 31, 2021, a tax liability related to the taxes on realized gains of $2.4 million was included on the Consolidated Statement of Assets and Liabilities. As of December 31, 2020 and 2019, no tax liability related to the taxes on realized gains were included on the Consolidated Statement of Assets and Liabilities. As of December 31, 2021 a deferred tax asset of $151.3 thousand, along with a deferred tax liability of $359.6 thousand as of December 31, 2020 was included in Consolidated Statement of Assets and Liabilities.
Net Increase in Net Assets Resulting from Operations
Net increase in net assets resulting from operations totaled $33.6 million, or $1.72 per common share based on weighted-average shares of 19,489,750 outstanding for the year ended December 31, 2021, as compared to $20.2 million, or $1.04 per common share based on weighted-average shares of 19,471,500 outstanding for the year ended December 31, 2020, as compared to $26.4 million, or $1.45 per common share based on weighted-average shares of 18,275,696 outstanding for the year ended December 31, 2019.
The net increase in net assets resulting from operations for the year ended December 31, 2021 as compared to the year ended December 31, 2020 was due primarily to a larger amount of realized gains,
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offset by unrealized depreciation. The decrease in net assets for the year ended December 31, 2020 was primarily due to net realized losses, offset by net unrealized gains.
Financial condition, liquidity and capital resources
Cash Flows from Operating and Financing Activities
Our operating activities used net cash of $76.2 million for the year ended December 31, 2021, primarily in connection with the purchase of portfolio investments, offset by sales and repayments of portfolio investments. Our financing activities for the year ended December 31, 2021 provided cash of $101.9 million primarily from proceeds from the 2026 Notes issuance, SBA-guaranteed debentures, and net borrowings on our Credit Facility.
Our operating activities used net cash of $3.5 million for the year ended December 31, 2020, primarily in connection with the purchase of portfolio investments, offset by sales and repayments of portfolio investments. The decrease in net cash used in operating activities over the period is because we did not make any new investments during the first half of 2020, due to the COVID-19 pandemic. Our financing activities for the year ended December 31, 2020 provided cash of $5.8 million primarily from proceeds from SBA-guaranteed debentures, net borrowings on our Credit Facility, and proceeds from the issuance of common stock.
Our operating activities used net cash of $93.3 million for the year ended December 31, 2019, primarily in connection with the purchase of portfolio investments, offset by sales and repayments of portfolio investments. Our financing activities for the year ended December 31, 2019 provided cash of $92.0 million, primarily from proceeds from the issuance of common stock, proceeds from SBA-guaranteed debentures and net borrowings on our Credit Facility.
Liquidity and Capital Resources
Our liquidity and capital resources are derived from the Credit Facility, 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 makes certain determinations in connection therewith. A proposal, approved by our stockholders at our 2021 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 24, 2022, the one-year anniversary of our 2021 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
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received exemptive relief from the SEC to permit us to exclude the debt of the SBIC subsidiaries guaranteed by the 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 December 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 December 31, 2021 and December 31, 2020, we had cash and cash equivalents of $44.2 million and $18.5 million, respectively.
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 and December 21, 2021 with ZB, N.A., dba Amegy Bank and various other lenders (the “Credit Facility”).
The Credit Facility, as amended and restated, provides for borrowings up to a maximum of $250.0 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 each month. 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 $10,000,000, including cash, liquid investments and undrawn availability, (ii) maintaining an asset coverage ratio of at least 1.67 to 1.0, (iii) maintaining a minimum shareholder’s equity, and (iv) maintaining a minimum interest coverage ratio of at least 2.00 to 1.00. As of December 31, 2021, we were in compliance with these covenants.
As of December 31, 2021 and December 31, 2020, the outstanding balance under the Credit Facility was $177.3 million and $174.0 million, respectively. The carrying amount of the amount outstanding under the Credit Facility approximates its fair value. The fair value of the Credit Facility is determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Credit Facility is estimated based upon market interest rates for our own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. We have incurred costs of $3.8 million in connection with the current Credit Facility, which were capitalized and 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 life of the Credit Facility. As of December 31, 2021 and 2020, $1.9 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 our consolidated statement of assets and liabilities as a deduction from the debt liability attributable to the Credit Facility.
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Interest is paid monthly or quarterly in arrears. The following table summarizes the interest expense and amortized loan fees on the Credit Facility for the years ended December 31, 2021, 2020, and 2019 (dollars in millions):
For the years ended
December 31,
2021
December 31,
2020
December 31,
2019
Interest expense
$
4.9
$
5.8
$
5.1
Loan fee amortization
0.5
0.6
0.5
Commitment fees on unused portion
0.3
0.2
0.4
Administration fees
0.1
0.1
—
Total interest and financing expenses
$
5.8
$
6.7
$
6.0
Weighted average interest rate
2.8 %
3.2 %
4.8 %
Effective interest rate (including fee amortization)
3.3 %
3.7 %
5.7 %
Average debt outstanding
$
176.9
$
181.9
$
106.2
Cash paid for interest and unused fees
$
5.3
$
6.3
$
5.2
SBA-guaranteed debentures
Due to the SBIC subsidiaries’ status as licensed SBICs, we can 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 December 31, 2021 and 2020, the SBIC subsidiary had $75.0 million in “regulatory capital”, as such term is defined by the SBA.
As of December 31, 2021 and 2020, the SBIC II subsidiary had $87.5 million and $40.0 million in regulatory capital, respectively.
On August 12, 2014, we obtained exemptive relief from the SEC to permit us to exclude the SBA-guaranteed debentures from our asset coverage test under the 1940 Act. The exemptive relief provides us with increased flexibility under the 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 $403.3 million and $277.3 million in assets at December 31, 2021 and 2020, respectively, which accounted for approximately 49.1% and 41.1% of our total consolidated assets at December 31, 2021 and 2020, respectively.
SBA-guaranteed debentures have fixed interest rates that equal prevailing 10-year Treasury Note rates plus a market spread and have a maturity of ten years with interest payable semi-annually. The principal amount of the SBA-guaranteed debentures is not required to be paid before maturity but may be pre-paid at any time with no prepayment penalty. As of December 31, 2021 and 2020, the SBIC subsidiaries had $250.0 million and $176.50 of the SBA-guaranteed debentures outstanding, respectively. 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 each 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 December 31, 2021 and 2020, the carrying amount of the SBA-guaranteed debentures approximated their fair value. The fair value of the SBA-guaranteed debentures 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 SBA-guaranteed debentures is estimated based upon market interest rates for our
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own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. At December 31, 2021 and 2020, the SBA-guaranteed debentures would be deemed to be Level 3, as defined in Note 6.
As of December 31, 2021, we have incurred $9.3 million in financing costs related to the SBA-guaranteed debentures since the SBIC subsidiaries have received their licenses, which were recorded as prepaid loan fees. As of December 31, 2021 and 2020, $5.4 million 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.
The following table summarizes the interest expense and amortized fees on the SBA-guaranteed debentures for the years ended December 31, 2021, 2020 and 2019 (dollars in millions):
For the years ended
December 31,
2021
December 31,
2020
December 31,
2019
Interest expense
$
6.4
$
5.4
$
5.2
Debenture fee amortization
1.1
0.7
0.6
Total interest and financing expenses
$
7.5
$
6.1
$
5.8
Weighted average interest rate
2.8 %
3.3 %
3.4 %
Effective interest rate (including fee amortization)
3.3 %
3.8 %
3.8 %
Average debt outstanding
$
227.8
$
161.6
$
151.9
Cash paid for interest
$
5.9
$
5.3
$
5.0
Notes Offering
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 year ended December 31, 2021.
The following table summarizes the interest expense and deferred financing costs on the 2022 Notes for the years ended December 31, 2021, 2020, 2019 (in millions):
For the years ended
December 31,
2021
December 31,
2020
December 31,
2019
Interest expense
$
0.3
$
2.8
$
2.8
Deferred financing costs
0.1
0.3
0.3
Total interest and financing expenses
$
0.4
$
3.1
$
3.1
Loss on debt extinguishment (1)
0.5
Weighted average interest rate (2)
5.7 %
5.7 %
5.8 %
Effective interest rate (including fee amortization) (2)
6.4 %
6.4 %
6.4 %
Average debt outstanding (3)
$
48.9
$
48.9
$
48.9
Cash paid for interest
$
0.5
$
2.8
$
2.8
(1)
The loss on debt extinguishment is not included in interest expense or net investment income
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(2)
Excludes the loss on debt extinguishment
(3)
For the year ended December 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 September 30, 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 $2,327,835 of fees, which are being amortized over the term of the 2026 Notes, of which $1,897,027 remains to be amortized as of December 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 years ended December 31, 2021, 2020, 2019 (in millions):
For the year ended
For the year ended
For the year ended
December 31,
2021
December 31,
2020
December 31,
2019
Interest expense
$
4.7
$
—
$
—
Deferred financing costs
0.4
—
—
Total interest and financing expenses
$
5.1
$
—
$
—
Weighted average interest rate
4.9 %
— %
— %
Effective interest rate (including fee amortization)
5.3 %
— %
— %
Average debt outstanding
$
100.0
$
—
$
—
Cash paid for interest
$
3.5
$
—
$
—
Contractual Obligations
As of December 31, 2021, our future fixed commitments for cash payments on contractual obligations for each of the next five years and thereafter are as follows:
Total
2022
2023
2024
2025
2026
2027 and
thereafter
(dollars in thousands)
Credit Facility payable
$
177,340
—
—
—
—
$
177,340
—
Notes payable
$
100,000
—
—
—
—
$
100,000
—
SBA-guaranteed debentures
$
250,000
—
—
—
$
26,000
$
39,000
$
185,000
Total
$
527,340
$
—
$
—
$
—
$
59,113
$
283,227
$
185,000
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 December 31, 2021, our only off-balance sheet
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arrangements consisted of $30.7 of unfunded commitments to provide debt financing to 32 existing portfolio companies and $0.3 in unfunded equity commitments to 1 existing portfolio company. As of December 31, 2020, our only off-balance sheet arrangements consisted of $28.9 million unfunded commitments to provide debt financing to 19 of our portfolio companies. As of December 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.
Regulated Investment Company Status and Dividends
We have elected, have qualified, and intend to qualify annually to be treated for U.S. federal income tax purposes 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.
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 to avoid a U.S. federal excise tax on our undistributed earnings of a RIC. As of December 31, 2021, we had $25,182,518 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 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 shares of 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 BDC under the 1940 Act and due to provisions in the 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 shares of our common stock). In no event will any stockholder, electing to receive cash, receive less than 20% of his or her entire distribution in cash, except as described below.
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If these and certain other requirements are met, for U.S. federal income tax purposes, the amount of the dividend paid in shares of our common 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 common 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 financial statements 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
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially.
We consider the most significant accounting policies related to estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses to be those related to Investment Valuation.
Investment Portfolio Valuation
The most significant determination inherent in the preparation of our consolidated financial statements is the valuation of our Investment Portfolio and the related amounts of unrealized appreciation and depreciation. We consider this determination to be a critical accounting estimate, given the significant judgments and subjective measurements required. As of December 31, 2021 and 2020, our Investment Portfolio valued at fair value represented approximately 94% and 97%, respectively, of our total assets. We are required to report our investments at fair value. We follow the provisions of FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires us to assume that the portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact. See Note 1 to the Consolidated Financial Statements contained herein for a detailed discussion of our investment portfolio valuation process and procedures.
Due to the inherent uncertainty in the valuation process, our determination of fair value for our Investment Portfolio may differ materially from the values that would have been determined had a ready market for the securities existed. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned. We determine the fair value of each individual investment and record changes in fair value as unrealized appreciation or depreciation.
We believe our Investment Portfolio as of December 31, 2021 and 2020 approximates fair value as of those dates based on the markets in which we operate and other conditions in existence on those reporting dates.
Subsequent Events
Investment Portfolio
On February 1, 2022, we invested $6.2 million in the first lien term loan and committed $0.1 million in the unfunded revolver of BLP Buyer, Inc., a distributor of lifting solutions. Additionally, we invested $0.8 million in the equity of the company.
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On February 7, 2022, we invested $5.4 million in the first lien term loan and committed $0.1 million in the unfunded revolver and $0.1 million in the unfunded delayed draw term loan of Service Minds Company, LLC, a provider of residential electrical services.
On February 10, 2022, we invested $1.0 million in the first lien term loan of NuSource Financial, LLC, an existing portfolio company.
On February 15, 2022, we invested £10.0 million pounds sterling ($13.5 million dollars) in the first lien term loan and committed $0.1 million in the unfunded delayed draw term loan and $0.1 million in the unfunded revolver of a provider of Oracle-focused IT services. Additionally, we invested $0.7 million in the equity of the company.
On February 24, 2022, we invested $13.5 million in the first lien term loan and committed $0.1 million in the unfunded revolver of BDS Solutions Intermediateco, LLC, a leading provider of outsourced marketing services.
Credit Facility
The outstanding balance under the Credit Facility as of March 1, 2022 was $202.3 million.
SBA-guaranteed Debentures
The outstanding balance under SBA-guaranteed debentures as of March 1, 2022 was $260.0 million.
Dividend Declared
On January 13, 2022, the Company’s Board declared a regular monthly distribution for each of January, February and March 2022 as follows:
Declared
Ex-Dividend
Date
Record
Date
Payment
Date
Amount per
Share
1/13/2022
1/27/2022
1/28/2022
2/15/2022
$
0.0933
1/13/2022
2/24/2022
2/25/2022
3/15/2022
$
0.0933
1/13/2022
3/30/2022
3/31/2022
4/15/2022
$
0.0933
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
We are subject to financial market risks, including changes in interest rates. U.S. and global capital markets and credit markets have experienced a higher level of stress due to the COVID-19 pandemic, which has resulted in an increase in the level of volatility across such markets. The U.S. Federal Reserve and other central banks have reduced certain interest rates and LIBOR has decreased. In a prolonged low interest rate environment, including a reduction of LIBOR to zero, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net interest income and potentially adversely affecting our operating results. For the year ended December 31, 2021 and 2020, 96% and 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 December 31, 2021 and 2020, the weighted average interest rate floor on our floating rate loans was 1.13% and 1.21%, respectively.
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Assuming that the Statement of Assets and Liabilities as of December 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
Interest
Income
Interest
Expense
Net Interest
Income (1)
Up 200 basis points
$
7.4
(3.5 )
3.9
Up 150 basis points
4.1
(2.7 )
1.4
Up 100 basis points
1.2
(1.8 )
(0.6 )
Up 50 basis points
0.1
(0.9 )
(0.8 )
(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.
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 years ended December 31, 2021 and 2020, we did not engage in hedging activities.
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Item 8.
Financial Statements and Supplementary Data
Index to Financial Statements
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248)
95
Statements of Assets and Liabilities as of December 31, 2021 and December 31, 2020
97
Statements of Operations for the years ended December 31, 2021, 2020, and 2019
98
Statements of Changes in Net Assets for the years ended December 31, 2021, 2020, and 2019
99
Statements of Cash Flows for the years ended December 31, 2021, 2020, and 2019
100
Schedule of Investments as of December 31, 2021 and December 31, 2020
102
Notes to Financial Statements
122
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Stellus Capital Investment Corporation
Opinion on the financial statements
We have audited the accompanying consolidated statements of assets and liabilities of Stellus Capital Investment Corporation (a Maryland corporation) and subsidiaries (the “Company”), including the consolidated schedule of investments as of December 31, 2021 and 2020, the related consolidated statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included verification by confirmation of securities as of December 31, 2021 and 2020, by correspondence with portfolio companies or agents, or by other appropriate auditing procedures where replies were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Fair value of investments
As described further in Note 6 to the financial statements, the Company had investments in portfolio companies with a fair value of $772,873,326. Investment values are based on prices or valuation techniques that require inputs that are significant and unobservable. The determination of fair value also requires management judgement. As such, we identified fair value of investments as a critical audit matter.
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The principal considerations for our determination that the fair value of investments is a critical audit matter are that the assets are valued using unobservable inputs, which are considered level 3 in nature under the valuation hierarchy of US GAAP. In addition, investments at fair value is material to the financial statements, and there is a high level of judgement in determining the fair value. As a result, obtaining sufficient appropriate audit evidence related to the fair value measurement required significant auditor judgement.
Our audit procedures related to the fair value of investments included the following, among others.
•
Testing the design and operating effectiveness of relevant controls over management’s process relating to the fair value measurement of investments.
•
With the assistance of internal valuation specialists to evaluate and test management’s process to develop valuation estimates, we performed audit procedures to determine that the data, methods, and assumptions used to determine investment fair value was reasonable for a selection of investments. We also tested the mathematical accuracy of investment valuations. Certain key inputs/assumptions tested by us included the following:
•
Discount rate
•
Credit yields
•
Market multiples
•
Revenue and EBITDA multiples
•
Weighting between valuation techniques,
•
In testing the inputs/assumptions above, we considered available third-party market information, current economic conditions, and client specific source information.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2012.
Dallas, Texas
March 1, 2022
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PART I — FINANCIAL INFORMATION
STELLUS CAPITAL INVESTMENT CORPORATION
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2021
December 31, 2020
ASSETS
Non-controlled, non-affiliated investments, at fair value
(amortized cost of $785,005,957 and $658,628,966, respectively)
$
772,873,326
$
653,424,495
Cash and cash equivalents
44,174,856
18,477,602
Receivable for sales and repayments of investments
536,105
215,929
Interest receivable
2,944,599
2,189,448
Other receivables
54,752
25,495
Deferred tax asset
151,278
—
Deferred offering costs
14,888
90,000
Prepaid expenses
512,214
487,188
Total Assets
$
821,262,018
$
674,910,157
LIABILITIES
Notes payable
$
98,102,973
$
48,307,518
Credit Facility payable
175,451,116
171,728,405
SBA-guaranteed debentures
244,615,903
173,167,496
Dividends payable
1,171,059
—
Management fees payable
3,454,225
2,825,322
Income incentive fees payable
1,749,130
681,660
Capital gains incentive fees payable
3,388,151
521,021
Interest payable
3,693,662
2,144,085
Unearned revenue
529,726
523,424
Administrative services payable
386,368
391,491
Deferred tax liability
—
359,590
Income tax payable
3,269,514
724,765
Other accrued expenses and liabilities
338,958
174,731
Total Liabilities
$
536,150,785
$
401,549,508
Commitments and contingencies (Note 7)
Net Assets
$
285,111,233
$
273,360,649
NET ASSETS
Common stock, par value $0.001 per share (100,000,000 shares
authorized; 19,517,595 and 19,486,003 issued and outstanding, respectively)
$
19,518
$
19,486
Paid-in capital
274,559,121
276,026,667
Accumulated undistributed surplus (deficit)
10,532,594
(2,685,504 )
Net Assets
$
285,111,233
$
273,360,649
Total Liabilities and Net Assets
$
821,262,018
$
674,910,157
Net Asset Value Per Share
$
14.61
$
14.03
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STELLUS CAPITAL INVESTMENT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
For the
year
ended
December 31,
2021
For the
year
ended
December 31,
2020
For the
year
ended
December 31,
2019
INVESTMENT INCOME
Interest income
$
61,536,686
$
55,350,781
$
56,895,990
Other income
2,142,308
1,307,533
2,015,899
Total Investment Income
$
63,678,994
$
56,658,314
$
58,911,889
OPERATING EXPENSES
Management fees
$
13,169,606
$
11,084,450
$
9,703,706
Valuation fees
313,437
290,445
265,103
Administrative services expenses
1,798,966
1,781,603
1,691,764
Income incentive fees
3,043,470
2,527,813
5,809,672
Capital gains incentive fees
2,867,131
(359,892 )
799,876
Professional fees
1,082,917
950,716
1,040,011
Directors’ fees
315,000
394,816
383,000
Insurance expense
482,140
384,774
352,382
Interest expense and other fees
18,721,058
15,950,087
14,976,024
Income tax expense
1,102,374
771,134
903,905
Other general and administrative expenses
1,006,428
890,465
547,637
Total Operating Expenses
$
43,902,527
$
34,666,411
$
36,473,080
Net Investment Income
$
19,776,467
$
21,991,903
$
22,438,809
Net realized gain (loss) on non-controlled, non-affiliated
investments
$
23,710,167
$
(10,129,859 )
$
19,565,903
Loss on debt extinguishment
$
(539,250 )
$
—
$
—
Net change in unrealized (depreciation) appreciation
on non-controlled, non-affiliated investments
$
(6,928,160 )
$
8,555,274
$
(15,501,951 )
Net change in unrealized appreciation
on non-controlled, affiliated investments
$
—
$
—
$
2,185
Benefit (provision) for taxes on net unrealized depreciation
(appreciation) on investments
$
510,868
$
(224,877 )
$
(66,760 )
Provision for taxes on realized gain on investments
$
(2,957,220 )
$
—
$
—
Net Increase in Net Assets Resulting from Operations
$
33,572,872
$
20,192,441
$
26,436,001
Net Investment Income Per Share—basic and diluted
$
1.01
$
1.13
$
1.23
Net Increase in Net Assets Resulting from Operations Per
Share—basic and diluted
$
1.72
$
1.04
$
1.45
Weighted Average Shares of Common Stock Outstanding—
basic and diluted
19,489,750
19,471,500
18,275,696
Distributions Per Share—basic and diluted
$
1.14
$
1.15
$
1.36
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STELLUS CAPITAL INVESTMENT CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
Common Stock
Number
of shares
Par
value
Paid-in
capital
Accumulated
undistirbuted
surplus (deficit)
Net Assets
Balances at December 31, 2018
15,953,810
$
15,954
$
228,160,491
$
(3,331,438 )
$
224,845,007
Net investment income
—
—
—
22,438,809
22,438,809
Net realized gain on non-controlled, non-affiliated investments
—
—
—
19,565,903
19,565,903
Net change in unrealized depreciation on non-controlled, non-affiliated investments
—
—
—
(15,501,951 )
(15,501,951 )
Net change in unrealized appreciation on non-controlled, affiliated investments
—
—
—
2,185
2,185
Provision for taxes on unrealized appreciation on investments
—
—
—
(66,760 )
(66,760 )
Return of capital and other tax related adjustments
(366,375 )
366,375
—
Distributions from net investment income
—
—
—
(10,000,000 )
(10,000,000 )
Distributions from net realized capital gains
—
—
—
(15,038,173 )
(15,038,173 )
Issuance of common stock, net of offering costs (1)
3,177,936
3,178
44,322,975
—
44,326,153
Balances at December 31, 2019
19,131,746
$
19,132
$
272,117,091
$
(1,565,050 )
$
270,571,173
Net investment income
—
—
—
21,991,903
21,991,903
Net realized loss on non-controlled, non-affiliated investments
—
—
—
(10,129,859 )
(10,129,859 )
Net change in unrealized appreciation on non-controlled, non-affiliated investments
—
—
—
8,555,274
8,555,274
Provision for taxes on unrealized appreciation on investments
—
—
—
(224,877 )
(224,877 )
Return of capital and other tax related adjustments
(1,090,064 )
1,090,064
—
Distributions from net investment income
—
—
—
(22,402,959 )
(22,402,959 )
Issuance of common stock, net of offering costs (1)
354,257
354
4,999,640
—
4,999,994
Balances at December 31, 2020
19,486,003
$
19,486
$
276,026,667
$
(2,685,504 )
$
273,360,649
Net investment income
—
—
—
19,776,467
19,776,467
Net realized gain on non-controlled, non-affiliated investments
—
—
—
23,710,167
23,710,167
Loss on debt extinguishment
(539,250 )
(539,250 )
Net change in unrealized depreciation on non-controlled, non-affiliated investments
—
—
—
(6,928,160 )
(6,928,160 )
Benefit for taxes on unrealized depreciation on investments
—
—
—
510,868
510,868
Provision for taxes on realized gain on investments
(2,957,220 )
(2,957,220 )
Return of capital and other tax related adjustments
(1,861,213 )
1,861,213
—
Distributions from net investment income
—
—
—
(21,201,567 )
(21,201,567 )
Distributions from net realized capital gains
—
—
—
(1,014,420 )
(1,014,420 )
Issuance of common stock, net of offering costs (1)
31,592
32
393,667
—
393,699
Balances at December 31, 2021
19,517,595
$
19,518
$
274,559,121
$
10,532,594
$
285,111,233
(1)
See Note 4 to the Consolidated Financial Statements contained herein for more information on offering costs.
99
TABLE OF CONTENTS
STELLUS CAPITAL INVESTMENT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the year
ended
December 31,
2021
For the year
ended
December 31,
2020
For the year
ended
December 31,
2019
Cash flows from operating activities
Net increase in net assets resulting from operations
$
33,572,872
$
20,192,441
$
26,438,186
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:
Purchases of investments
(387,281,160 )
(152,007,165 )
(246,438,384 )
Proceeds from sales and repayments of investments
287,639,512
128,627,422
128,206,318
Net change in unrealized depreciation (appreciation) on
investments
6,928,160
(8,555,274 )
15,499,766
Increase in investments due to PIK
(939,030 )
(664,992 )
(415,933 )
Amortization of premium and accretion of discount, net
(2,412,991 )
(2,098,788 )
(1,774,469 )
Deferred tax (benefit) provision
(510,868 )
224,877
66,760
Amortization of loan structure fees
518,930
647,872
519,995
Amortization of deferred financing costs
444,153
333,316
332,407
Amortization of loan fees on SBA-guaranteed debentures
1,088,132
701,068
623,900
Net realized (gain) loss on investments
(23,703,499 )
10,129,859
(19,565,903 )
Loss on debt extinguishment
539,250
—
—
Changes in other assets and liabilities
(Increase) decrease in interest receivables
(755,151 )
725,262
873,974
(Increase) decrease in other receivable
(29,257 )
—
59,751
Increase in prepaid expenses
(25,026 )
(118,967 )
(23,600 )
Increase in management fees payable
628,903
129,542
511,805
Increase (decrease) in income incentive fees payable
1,067,470
(936,849 )
(318,029 )
Increase (decrease) in capital gains incentive fees payable
2,867,130
(359,892 )
799,875
(Decrease) increase in administrative services payable
(5,123 )
(21,787 )
21,087
Increase (decrease) in interest payable
1,549,577
(178,229 )
458,748
Increase (decrease) in unearned revenue
6,302
(36,344 )
149,175
Increase (decrease) in income tax payable
2,544,749
(192,235 )
600,908
Increase (decrease) in other accrued expenses and liabilities
164,227
(28,730 )
87,559
Net Cash Used In Operating Activities
$
(76,102,738 )
$
(3,487,593 )
$
(93,286,104 )
Cash flows from Financing Activities
Proceeds from the issuance of common stock
$
449,515
$
4,794,994
$
45,862,239
Sales load for commons stock issued
(2,489 )
(18,169 )
(1,015,127 )
Offering costs paid for common stock issued
(53,327 )
(95,681 )
(503,042 )
Stockholder distributions paid
(21,044,928 )
(24,341,646 )
(24,678,113 )
Repayment of notes payable
(48,875,000 )
—
—
100
TABLE OF CONTENTS
For the year
ended
December 31,
2021
For the year
ended
December 31,
2020
For the year
ended
December 31,
2019
Proceeds from issuance of notes payable
100,000,000
—
—
Financing costs paid on notes payable
(2,237,835 )
—
—
Proceeds from SBA-guaranteed debentures
73,500,000
15,500,000
11,000,000
Financing costs paid on SBA-guaranteed debentures
(3,139,725 )
(577,425 )
(467,850 )
Financing costs paid on Credit Facility
(136,219 )
(1,880,099 )
(246,589 )
Borrowings under Credit Facility
268,700,000
120,950,000
245,750,000
Repayments of Credit Facility
(265,360,000 )
(108,500,000 )
(183,750,000 )
Partial share redemption
—
(94 )
755
Net Cash Provided by Financing Activities
$
101,799,992
$
5,831,880
$
91,952,273
Net Increase (Decrease) in Cash and Cash Equivalents
$
25,697,254
$
2,344,287
$
(1,333,831 )
Cash and Cash Equivalents balance at beginning of period
18,477,602
16,133,315
17,467,146
Cash and Cash Equivalents Balance at End of Period
$
44,174,856
$
18,477,602
$
16,133,315
Supplemental and Non-Cash Activities
Cash paid for interest expense
$
15,099,656
$
14,441,061
$
13,035,976
Income and excise tax paid
1,445,000
940,000
280,000
Shares issued pursuant to Dividend Reinvestment Plan
—
228,943
—
Increase (decrease) in dividends payable
1,171,059
(2,167,630 )
360,060
(Decrease) increase in deferred offering costs
(75,112 )
90,000
(18,673 )
Gain on conversion of equity investment
6,668
—
—
101
TABLE OF CONTENTS
Stellus Capital Investment Corporation
Consolidated Schedule of Investments
December 31, 2021
Investments
Footnotes
Security (3)
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)
Ad.Net Acquisition, LLC
(19)
Los Angeles, CA
Term Loan (SBIC II)
(9)(35)
First Lien
3M
L+6.00%
1.00 %
7.00 %
5/7/2021
5/7/2026
Services:
Business
$15,510,294
15,303,443
15,277,640
5.36 %
Ad.Net Holdings, Inc. Series A Common Stock
(SBIC II)
(9)
Equity
5/7/2021
7,794
77,941
81,692
0.03 %
Ad.Net Holdings, Inc. Series A Preferred Stock
(SBIC II)
(9)
Equity
5/7/2021
7,015
701,471
735,229
0.26 %
Total
$
16,082,855
$
16,094,561
5.65 %
ADS Group Opco, LLC
Lakewood, CO
Term Loan (SBIC II)
(9)(35)
First Lien
3M
L+6.75%
1.00 %
7.75 %
6/4/2021
6/4/2026
Aerospace &
Defense
$14,850,000
14,581,135
14,478,750
5.08 %
Revolver
(33)(35)
First Lien
3M
L+6.75%
1.00 %
7.75 %
6/4/2021
6/4/2026
$70,000
70,000
68,250
0.02 %
Pluto Aggregator, LLC Class A Units
Equity
6/4/2021
77,626
288,691
250,169
0.09 %
Pluto Aggregator, LLC Class B Units
Equity
6/4/2021
56,819
211,309
183,114
0.06 %
Total
$
15,151,135
$
14,980,283
5.25 %
Advanced Barrier Extrusions, LLC
Rhinelander, WI
Term Loan B (SBIC)
(2)(35)
First Lien
1M
L+7.00%
1.00 %
8.00 %
11/30/2020
11/30/2026
Containers,
Packaging, &
Glass
$17,325,000
17,028,817
17,151,749
6.02 %
GP ABX Holdings Partnership, L.P. Partner Interests
(4)
Equity
8/8/2018
644,737
528,395
559,158
0.20 %
Total
$
17,557,212
$
17,710,907
6.22 %
Anne Lewis Strategies, LLC
(20)
Washington, DC
Term Loan (SBIC II)
(9)(35)
First Lien
3M
L+6.75%
1.00 %
7.75 %
3/5/2021
3/5/2026
Services:
Business
$11,068,750
10,877,646
11,068,750
3.88 %
SG AL Investment, LLC Common Units
(4)
Equity
3/5/2021
1,000
920,488
2,069,142
0.73 %
Total
$
11,798,134
$
13,137,892
4.61 %
APE Holdings, LLC
Deer Park, TX
Class A Units
Equity
9/5/2014
Chemicals,
Plastics, &
Rubber
375,000
375,000
83,576
0.03 %
Total
$
375,000
$
83,576
0.03 %
Atmosphere Aggregator Holdings II, L.P.
Atlanta, GA
Common Units
Equity
1/26/2016
Services:
Business
254,250
0
1,919,315
0.67 %
Stratose Aggregator Holdings, L.P. Common Units
Equity
6/30/2015
750,000
0
5,661,697
1.99 %
Total
$
0
$
7,581,012
2.66 %
ArborWorks Acquisition LLC
Oakhurst, CA
Term Loan
(35)
First Lien
3M
L+7.00%
1.00 %
8.00 %
11/23/2021
11/9/2026
Environmental
Industries
$15,000,000
14,852,082
14,852,082
5.21 %
Revolver
(31)(35)
First Lien
3M
L+7.00%
1.00 %
8.00 %
11/23/2021
11/9/2026
$1,084,615
1,084,615
1,073,920
0.38 %
ArborWorks Holdings LLC Units
Equity
12/29/2021
115
115,385
115,385
0.04 %
Total
$
16,052,082
$
16,041,387
5.63 %
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
$3,395,062
3,385,618
3,395,062
1.19 %
Term Loan
(35)
First Lien
1M
L+5.00%
1.00 %
6.00 %
2/4/2019
6/29/2023
$5,771,605
5,744,381
5,771,605
2.02 %
ASC Communications Holdings, LLC Class A
Units (SBIC)
(2)(4)
Equity
6/29/2017
73,529
0
1,304,094
0.46 %
Total
$
9,129,999
$
10,470,761
3.67 %
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
$15,901,190
15,715,924
15,344,649
5.38 %
CF Topco LLC Units
Equity
8/28/2019
9,160
916,015
320,352
0.11 %
Total
$
16,631,939
$
15,665,001
5.49 %
Camp Profiles LLC
(8)(16)
Boston, MA
Term Loan (SBIC)
(2)(35)
First Lien
3M
L+6.00%
1.00 %
7.00 %
9/3/2021
9/3/2026
Media:
Advertising,
Printing &
Publishing
$10,224,375
10,031,055
10,071,009
3.53 %
CIVC VI-A 829 Blocker, LLC Units
Equity
9/3/2021
250
250,000
277,332
0.10 %
Total
$
10,281,055
$
10,348,341
3.63 %
102
TABLE OF CONTENTS
Investments
Footnotes
Security (3)
Coupon
LIBOR
floor
Cash
PIK
Investment
Date
Maturity
Headquarters/
Industry
Principal
Amount/
Shares
Amortized
Cost
Fair
Value (1)
% of
Net
Assets
CEATI International Inc.
(39)
Montreal,
Canada
Term Loan
(5)(35)
First Lien
3M
L+6.50%
1.00 %
7.50 %
2/19/2021
2/19/2026
Services:
Business
$13,398,750
13,168,371
12,996,788
4.56 %
CEATI Holdings, LP Class A Units
(5)
Equity
2/19/2021
250,000
250,000
268,536
0.09 %
Total
$
13,418,371
$
13,265,324
4.65 %
CF512, Inc.
(49)
Blue Bell, PA
Term Loan (SBIC)
(2)(35)
First Lien
3M
L+6.00%
1.00 %
7.00 %
9/1/2021
9/1/2026
Media:
Advertising,
Printing &
Publishing
$14,324,564
14,053,719
13,966,450
4.90 %
Delayed Draw Term Loan
(35)(50)
First Lien
3M
L+6.00%
1.00 %
7.00 %
9/1/2021
9/1/2026
$3,093,023
3,062,540
3,015,698
1.06 %
StellPen Holdings, LLC Membership
Interests
Equity
9/1/2021
22.09%
220,930
246,500
0.09 %
Total
$
17,337,189
$
17,228,648
6.05 %
Colford Capital Holdings, LLC
New York, NY
Class A Units
(5)
Equity
8/20/2015
Finance
38,893
195,036
22,408
0.01 %
Total
$
195,036
$
22,408
0.01 %
CompleteCase, LLC
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
$11,363,478
11,174,252
11,079,391
3.89 %
Revolver A
(21)(35)
First Lien
3M
L+6.50%
1.00 %
7.50 %
12/21/2020
12/21/2025
$50,000
50,000
48,750
0.02 %
Revolver B
(35)
First Lien
3M
L+6.50%
1.00 %
7.50 %
11/18/2021
8/17/2022
$2,000,000
2,000,000
1,950,000
0.68 %
CompleteCase Holdings, Inc. Class A Common
Stock (SBIC II)
(9)
Equity
12/21/2020
417
5
4
0.00 %
CompleteCase Holdings, Inc. Series A Preferred
Stock (SBIC II)
(9)
Equity
12/21/2020
522
521,734
375,747
0.13 %
Total
$
13,745,991
$
13,453,892
4.72 %
Credit Connection, LLC
(36)
Fresno, CA
Term Loan (SBIC II)
(9)(35)
First Lien
3M
L+5.50%
1.00 %
6.50 %
7/30/2021
7/30/2026
Software
$9,975,000
9,789,605
9,775,500
3.43 %
Series A Units
Equity
7/30/2021
750,000
750,000
842,326
0.30 %
Total
$
10,539,605
$
10,617,826
3.73 %
Data Centrum Communications, Inc.
Montvale, NJ
Term Loan B
(35)
First Lien
3M
L+9.00%
1.00 %
10.00 %
5/15/2019
5/15/2024
Media:
Advertising,
Printing &
Publishing
$15,882,235
15,717,629
14,532,245
5.10 %
Health Monitor Holdings, LLC Series A Preferred Units
Equity
5/15/2019
1,000,000
1,000,000
215,580
0.08 %
Total
$
16,717,629
$
14,747,825
5.18 %
Douglas Products Group, LP
Liberty, MO
Partnership Interests
Equity
12/27/2018
Chemicals,
Plastics, &
Rubber
322
139,656
800,866
0.28 %
Total
$
139,656
$
800,866
0.28 %
Dresser Utility Solutions, 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
9,901,900
9,800,000
3.44 %
Total
$
9,901,900
$
9,800,000
3.44 %
DRS Holdings III, Inc.
(10)
St. Louis, MO
Term Loan
(35)
First Lien
3M
L+5.75%
1.00 %
6.75 %
11/1/2019
11/1/2025
Consumer Goods:
Durable
$9,800,000
9,732,277
9,800,000
3.44 %
Total
$
9,732,277
$
9,800,000
3.44 %
DTE Enterprises, LLC
(18)
Roselle, IL
Term Loan
(6)(35)
First Lien
1M
L+8.50%
1.50 %
9.50 %
0.50 %
4/13/2018
4/13/2023
Energy:
Oil & Gas
$9,368,725
9,310,842
9,087,663
3.19 %
DTE Holding Company, LLC Class A-2
Units
Equity
4/13/2018
776,316
466,204
0
0.00 %
DTE Holding Company, LLC Class AA
Units
Equity
4/13/2018
723,684
723,684
605,420
0.21 %
Total
$
10,500,730
$
9,693,083
3.40 %
EC Defense Holdings, LLC
Reston, VA
Class B Units (SBIC)
(2)
Equity
7/31/2020
Services:
Business
20,054
500,000
616,212
0.22 %
Total
$
500,000
$
616,212
0.22 %
EH Real Estate Services, LLC
Skokie, IL
Term Loan (SBIC)
(2)
First Lien
10.00%
10.00 %
9/3/2021
9/3/2026
FIRE:
Real Estate
$7,954,099
7,803,059
7,834,788
2.75 %
EH Holdco, LLC Series A Preferred Units
Equity
9/3/2021
7,892
7,891,642
7,990,210
2.80 %
Total
$
15,694,701
$
15,824,998
5.55 %
103
TABLE OF CONTENTS
Investments
Footnotes
Security (3)
Coupon
LIBOR
floor
Cash
PIK
Investment
Date
Maturity
Headquarters/
Industry
Principal
Amount/
Shares
Amortized
Cost
Fair
Value (1)
% of
Net
Assets
Elliott Aviation, LLC
Moline, IL
Term Loan
(6)(35)
First Lien
1M
L+8.00%
1.75 %
7.75 %
2.00 %
1/31/2020
1/31/2025
Aerospace &
Defense
$17,641,992
17,408,385
17,024,522
5.97 %
Revolver
(6)(35)
First Lien
1M
L+8.00%
1.75 %
7.75 %
2.00 %
1/31/2020
1/31/2025
$1,354,425
1,354,425
1,307,020
0.46 %
SP EA Holdings, LLC Class A Units
Equity
1/31/2020
900,000
900,000
233,145
0.08 %
Total
$
19,662,810
$
18,564,687
6.51 %
Energy Labs Holding Corp.
Houston, TX
Common Stock
Equity
9/29/2016
Energy:
Oil & Gas
598
598,182
768,334
0.27 %
Total
$
598,182
$
768,334
0.27 %
EOS Fitness Holdings, LLC
Phoenix, AZ
Class A Preferred Units
Equity
12/30/2014
Hotel,
Gaming, &
Leisure
118
0
218,008
0.08 %
Class B Common Units
Equity
12/30/2014
3,017
0
266,242
0.09 %
Total
$
0
$
484,250
0.17 %
Exacta Land Surveyors, LLC
(23)
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
$16,544,375
16,385,082
16,048,044
5.63 %
SP ELS Holdings LLC, Class A Units
Equity
2/8/2019
1,069,143
1,069,143
452,649
0.16 %
Total
$
17,454,225
$
16,500,693
5.79 %
General LED OPCO, LLC
San Antonio, TX
Term Loan
(35)(40)
Second Lien
3M
L+9.00%
1.50 %
0.00 %
5/1/2018
3/31/2026
Services:
Business
$4,500,000
4,453,726
3,690,000
1.29 %
Total
$
4,453,726
$
3,690,000
1.29 %
Grupo HIMA San Pablo, Inc., et al
(25)
San Juan, PR
Term Loan B
(27)(35)(41)
First Lien
3M
L+7.00%
1.50 %
0.00 %
2/1/2013
Healthcare &
Pharmaceuticals
$4,061,688
4,061,688
670,178
0.24 %
Term Loan
(15)(27)
Second Lien
13.75%
0.00 %
2/1/2013
$4,109,524
4,109,524
0
0.00 %
Term Loan
(38)(51)
First Lien
12.00%
0.00 %
11/24/2021
$147,344
147,344
147,344
0.05 %
Term Loan
(35)(38)(51)
First Lien
3M
L+7.00%
1.50 %
0.00 %
11/24/2021
$442,033
442,033
331,525
0.12 %
Total
$
8,760,589
$
1,149,047
0.41 %
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
$12,765,248
12,687,507
12,765,248
4.48 %
Revolver
(35)
First Lien
1M
L+5.75%
1.00 %
6.75 %
10/18/2019
10/2/2024
$2,651,515
2,651,515
2,651,515
0.93 %
HV GS Acquisition, LP Class A Interests
Equity
10/2/2019
1,796
1,618,844
2,266,541
0.79 %
Total
$
16,957,866
$
17,683,304
6.20 %
HV Watterson Holdings, LLC
(37)
Schaumburg, IL
Term Loan
(35)
First Lien
3M
L+6.00%
1.00 %
7.00 %
12/17/2021
12/17/2026
Services:
Business
$13,436,603
13,167,870
13,167,870
4.62 %
Revolver
(34)(35)
First Lien
3M
L+6.00%
1.00 %
7.00 %
12/17/2021
12/17/2026
$40,000
40,000
39,200
0.01 %
HV Acquisition VI, LLC Class A Units
Equity
12/17/2021
1,084
1,084,126
1,084,126
0.38 %
Total
$
14,291,996
$
14,291,196
5.01 %
I2P Holdings, LLC
Cleveland, OH
Series A Preferred Units
Equity
1/31/2018
Services:
Business
750,000
750,000
3,523,110
1.24 %
Total
$
750,000
$
3,523,110
1.24 %
ICD Holdings, LLC
San Francisco,
CA
Class A Units
(4)(5)
Equity
1/1/2018
Finance
9,962
464,619
834,320
0.29 %
Total
$
464,619
$
834,320
0.29 %
Infolinks Media Buyco, LLC
(43)
Ridgewood, NJ
Term Loan (SBIC II)
(9)(35)
First Lien
3M
L+6.00%
1.00 %
7.00 %
11/1/2021
11/1/2026
Media:
Advertising,
Printing &
Publishing
$8,525,000
8,359,127
8,359,127
2.93 %
Tower Arch Infolinks Media, LP LP
Interests
(60)
Equity
10/28/2021
441,718
441,718
441,718
0.15 %
Total
$
8,800,845
$
8,800,845
3.08 %
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
$15,993,848
15,819,044
15,993,848
5.61 %
Term Loan
(35)
First Lien
3M
L+5.50%
1.50 %
7.00 %
11/1/2021
6/24/2024
$1,107,034
1,084,893
1,107,034
0.39 %
Total
$
16,903,937
$
17,100,882
6.00 %
104
TABLE OF CONTENTS
Investments
Footnotes
Security (3)
Coupon
LIBOR
floor
Cash
PIK
Investment
Date
Maturity
Headquarters/
Industry
Principal
Amount/
Shares
Amortized
Cost
Fair
Value (1)
% of
Net
Assets
Interstate Waste Services, Inc.
Amsterdam, OH
Common Stock
Equity
1/15/2020
Environmental
Industries
21,925
946,125
514,402
0.18 %
Total
$
946,125
$
514,402
0.18 %
Intuitive Health, LLC
Plano, TX
Term Loan (SBIC II)
(9)(35)
First Lien
3M
L+5.75%
1.00 %
6.75 %
10/18/2019
10/18/2027
Healthcare &
Pharmaceuticals
$5,895,000
5,818,411
5,895,000
2.07 %
Term Loan
(35)
First Lien
3M
L+5.75%
1.00 %
6.75 %
10/18/2019
10/18/2027
$11,298,750
11,151,955
11,298,750
3.96 %
Term Loan (SBIC II)
(9)(35)
First Lien
3M
L+5.75%
1.00 %
6.75 %
8/31/2021
10/18/2027
$3,104,554
3,060,021
3,104,554
1.09 %
Legacy Parent, Inc. Class A Common Stock
(4)
Equity
10/30/2020
58
0
230,224
0.08 %
Total
$
20,030,387
$
20,528,528
7.20 %
Invincible Boat Company LLC
(28)
Opa Locka, FL
Term Loan
(35)
First Lien
3M
L+6.50%
1.50 %
8.00 %
8/28/2019
8/28/2025
Consumer
Goods:
Durable
$5,579,004
5,460,897
5,551,109
1.95 %
Term Loan (SBIC II)
(9)(35)
First Lien
3M
L+6.50%
1.50 %
8.00 %
8/28/2019
8/28/2025
$5,149,850
5,080,887
5,124,101
1.80 %
Term Loan (SBIC II)
(9)(35)
First Lien
3M
L+6.50%
1.50 %
8.00 %
6/1/2021
8/28/2025
$1,144,879
1,124,655
1,139,155
0.40 %
Warbird Parent Holdco, LLC Class A Units
(4)
Equity
8/28/2019
1,362,575
1,299,691
1,405,979
0.49 %
Total
$
12,966,130
$
13,220,344
4.64 %
J.R. Watkins, LLC
San Francisco
Term Loan (SBIC)
(2)(6)
First Lien
10.00%
7.00 %
3.00 %
12/22/2017
12/22/2022
Consumer
Goods:
Non-Durable
$12,500,354
12,443,581
11,937,838
4.19 %
J.R. Watkins Holdings, Inc. Class A Preferred Stock
Equity
12/22/2017
1,133
1,132,576
316,397
0.11 %
Total
$
13,576,157
$
12,254,235
4.30 %
Jurassic Acquisition Corp.
Sparks, MD
Term Loan
(12)
First Lien
3M
L+5.50%
0.00 %
5.72 %
12/28/2018
11/15/2024
Metals &
Mining
$16,975,000
16,838,603
16,974,999
5.95 %
Total
$
16,838,603
$
16,974,999
5.95 %
Kelleyamerit Holdings, Inc.
Walnut Creek, CA
Term Loan (SBIC)
(2)(13)(22)
First Lien
3M
L+6.50%
1.00 %
8.82 %
12/24/2020
12/24/2025
Automotive
$9,750,000
9,589,330
9,360,000
3.28 %
Term Loan
(13)(22)
First Lien
3M
L+6.50%
1.00 %
8.82 %
12/24/2020
12/24/2025
$1,500,000
1,475,282
1,440,000
0.51 %
Total
$
11,064,612
$
10,800,000
3.79 %
KidKraft, Inc.
Dallas, TX
Term Loan
(22)(29)
First Lien
3M
L+5.00%
1.00 %
6.00 %
4/3/2020
8/15/2022
Consumer
Goods:
Durable
$1,580,768
1,580,768
1,580,768
0.55 %
KidKraft Group Holdings, LLC Preferred B Units
Equity
4/3/2020
4,000,000
4,000,000
4,000,000
1.40 %
Total
$
5,580,768
$
5,580,768
1.95 %
Ledge Lounger, Inc.
Katy, TX
Term Loan A (SBIC)
(2)(35)
First Lien
3M
L+6.25%
1.00 %
7.25 %
11/9/2021
11/9/2026
Consumer
Goods:
Durable
$7,644,737
7,495,964
7,495,964
2.63 %
Revolver
(35)(52)
First Lien
3M
L+6.25%
1.00 %
7.25 %
11/9/2021
11/9/2026
$66,667
66,667
65,369
0.02 %
SP L2 Holdings LLC Class A Units (SBIC)
(2)
Equity
11/9/2021
375,000
375,000
375,000
0.13 %
Total
$
7,937,631
$
7,936,333
2.78 %
Madison Logic, Inc.
(53)
New York, NY
Term Loan (SBIC)
(2)(35)
First Lien
1M
L+5.75%
1.00 %
6.75 %
2/4/2021
11/22/2026
Media:
Broadcasting &
Subscription
$3,791,247
3,778,850
3,753,335
1.32 %
Term Loan
(35)
First Lien
1M
L+5.75%
1.00 %
6.75 %
11/22/2021
11/22/2026
$6,875,337
6,807,544
6,806,583
2.39 %
Madison Logic Holdings, Inc. Common Stock
(SBIC)
(2)(4)
Equity
11/30/2016
5,000
0
1,773,443
0.62 %
Total
$
10,586,394
$
12,333,361
4.33 %
Mobile Acquisition Holdings, LP
Santa Clara, CA
Class A2 Units
Equity
11/1/2016
Software
750
455,385
2,863,270
1.00 %
Total
$
455,385
$
2,863,270
1.00 %
MOM Enterprises, LLC
(54)
Richmond, CA
Term Loan (SBIC II)
(9)(35)
First Lien
3M
L+6.25%
1.00 %
7.25 %
5/19/2021
5/19/2026
Consumer
Goods:
Non-Durable
$16,384,333
16,087,954
16,138,568
5.66 %
MBliss SPC Holdings, LLC Units
Equity
5/19/2021
933,333
933,333
1,054,829
0.37 %
Total
$
17,021,287
$
17,193,397
6.03 %
105
TABLE OF CONTENTS
Investments
Footnotes
Security (3)
Coupon
LIBOR
floor
Cash
PIK
Investment
Date
Maturity
Headquarters/
Industry
Principal
Amount/
Shares
Amortized
Cost
Fair
Value (1)
% of
Net
Assets
Naumann/Hobbs Material Handling Corporation II, Inc.
(32)
Phoenix, AZ
Term Loan
(35)
First Lien
3M
L+6.25%
1.50 %
7.75 %
8/30/2019
8/30/2024
Services:
Business
$8,744,721
8,642,580
8,700,997
3.05 %
Term Loan (SBIC II)
(9)(35)
First Lien
3M
L+6.25%
1.50 %
7.75 %
8/30/2019
8/30/2024
$5,514,453
5,450,043
5,486,881
1.92 %
CGC NH, Inc. Common Stock
Equity
8/30/2019
123
440,758
780,155
0.27 %
Total
$
14,533,381
$
14,968,033
5.24 %
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
7,513,674
7,462,700
2.62 %
NS Group Holding Company, LLC Class A Units
Equity
5/6/2019
782
795,002
686,742
0.24 %
Total
$
8,308,676
$
8,149,442
2.86 %
NuMet Machining Techniques, LLC
Birmingham,
United
Kingdom
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
12,491,009
11,851,125
4.16 %
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
7,683,112
7,293,000
2.56 %
Bromford Holdings, L.P. Class A Membership
Interests
(5)
Equity
11/5/2019
0.83%
866,629
0
0.00 %
Bromford Holdings, L.P. Class D Membership
Interests
(5)
Equity
3/18/2021
0.82%
280,078
393,106
0.14 %
Total
$
21,320,828
$
19,537,231
6.86 %
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
$11,081,250
10,892,077
10,804,219
3.79 %
NuSource Financial Acquisition, Inc.
(SBIC II)
(6)(9)
Unsecured
13.75%
4.00 %
9.75 %
1/29/2021
7/29/2026
$5,113,983
5,030,143
4,883,854
1.71 %
NuSource Holdings, Inc. Warrants (SBIC II)
(9)
Equity
1/29/2021
54,966
0
0
0.00 %
Total
$
15,922,220
$
15,688,073
5.50 %
Nutritional Medicinals, LLC
(24)
Centerville, OH
Term Loan
(35)
First Lien
3M
L+6.00%
1.00 %
7.00 %
11/15/2018
11/15/2025
Healthcare &
Pharmaceuticals
$11,627,085
11,524,782
11,452,678
4.02 %
Term Loan
(35)
First Lien
3M
L+6.00%
1.00 %
7.00 %
10/28/2021
11/15/2025
$4,975,866
4,903,854
4,901,228
1.72 %
Functional Aggregator, LLC Units
(4)
Equity
11/15/2018
12,500
972,803
1,326,406
0.47 %
Total
$
17,401,439
$
17,680,312
6.21 %
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
$10,421,250
10,240,997
10,160,719
3.56 %
Onpoint Parent Holdings, LLC Class A
Units
Equity
3/15/2021
500,000
500,000
448,143
0.16 %
Total
$
10,740,997
$
10,608,862
3.72 %
PCP MT Aggregator Holdings, L.P.
Oak Brook, IL
Common Units
Equity
3/29/2019
Finance
750,000
0
1,779,415
0.62 %
Total
$
0
$
1,779,415
0.62 %
PCS Software, Inc.
Shenandoah, TX
Term Loan
(35)
First Lien
3M
L+5.75%
1.50 %
7.25 %
7/1/2019
7/1/2024
Transportation
&
Logistics
$14,210,240
14,051,962
14,210,240
4.98 %
Term Loan (SBIC)
(2)(35)
First Lien
3M
L+5.75%
1.50 %
7.25 %
7/1/2019
7/1/2024
$1,863,638
1,842,880
1,863,638
0.65 %
Delayed Draw Term Loan
(35)
First Lien
3M
L+5.75%
1.50 %
7.25 %
7/1/2019
7/1/2024
$982,500
982,500
982,500
0.34 %
Revolver
(35)
First Lien
3M
L+5.75%
1.50 %
7.25 %
7/1/2019
7/1/2024
$1,318,143
1,318,143
1,318,143
0.46 %
PCS Software Holdings, LLC Series A Preferred Units
Equity
7/1/2019
325,000
325,000
468,263
0.16 %
PCS Software Holdings, LLC Series A-2 Preferred Units
Equity
11/12/2020
63,312
63,312
91,220
0.03 %
Total
$
18,583,797
$
18,934,004
6.62 %
Peltram Plumbing Holdings, LLC
Auburn, WA
Term Loan
(35)
First Lien
3M
L+6.00%
1.00 %
7.00 %
12/30/2021
12/30/2026
Construction &
Building
$16,747,230
16,412,285
16,412,285
5.76 %
Revolver
(11)(35)
First Lien
3M
L+6.00%
1.00 %
7.00 %
12/30/2021
12/30/2026
$31,500
31,500
30,870
0.01 %
Peltram Group Holdings LLC Class A Units
Equity
12/30/2021
508,516
508,516
508,516
0.18 %
Total
$
16,952,301
$
16,951,671
5.95 %
106
TABLE OF CONTENTS
Investments
Footnotes
Security (3)
Coupon
LIBOR
floor
Cash
PIK
Investment
Date
Maturity
Headquarters/
Industry
Principal
Amount/
Shares
Amortized
Cost
Fair
Value (1)
% of
Net
Assets
Premiere Digital Services, Inc.
(55)
Los Angeles, CA
Term Loan
(35)
First Lien
1M
L+5.75%
1.00 %
6.75 %
11/3/2021
11/3/2026
Media:
Broadcasting &
Subscription
$14,423,077
14,352,950
14,350,962
5.03 %
Premiere Digital Holdings, Inc.,
Common Stock
(4)
Equity
10/18/2018
5,000
0
1,228,760
0.43 %
Total
$
14,352,950
$
15,579,722
5.46 %
Protect America, Inc.
Austin, TX
Term Loan (SBIC)
(2)(26)(35)
Second Lien
3M
L+7.75%
1.00 %
0.00 %
8/30/2017
9/1/2024
Services:
Consumer
$17,979,749
17,979,748
1,078,785
0.38 %
Total
$
17,979,748
$
1,078,785
0.38 %
Rogers Mechanical Contractors, LLC
(44)(45)
Atlanta, GA
Term Loan
(35)
First Lien
3M
L+6.50%
1.00 %
7.50 %
4/28/2021
9/9/2025
Construction &
Building
$10,541,667
10,381,059
10,330,833
3.62 %
Total
$
10,381,059
$
10,330,833
3.62 %
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
$13,222,835
13,049,505
13,090,606
4.59 %
SBI Holdings Investments, LLC Class A
Units
Equity
1/7/2020
66,573
665,730
532,800
0.19 %
Total
$
13,715,235
$
13,623,406
4.78 %
SIB Holdings, LLC
(57)
Charleston, SC
Term Loan (SBIC)
(2)(35)
First Lien
1M
L+6.00%
1.00 %
7.00 %
10/29/2021
10/29/2026
Services:
Business
$13,017,131
12,763,993
12,763,993
4.48 %
Revolver
(35)(56)
First Lien
1M
L+6.00%
1.00 %
7.00 %
10/29/2021
10/29/2026
$6,667
6,667
6,537
0.00 %
SIB Holdings, LLC Units
Equity
10/29/2021
238,095
500,000
500,000
0.18 %
Total
$
13,270,660
$
13,270,530
4.66 %
Skopos Financial Group, LLC
Irving, TX
Series A Preferred Units
(5)
Equity
6/29/2018
Finance
1,120,684
1,162,544
338,616
0.12 %
Total
$
1,162,544
$
338,616
0.12 %
Spire Power Solutions, L.P.
Franklin, WI
Term Loan (SBIC II)
(9)(35)
First Lien
3M
L+6.25%
1.50 %
7.75 %
11/22/2019
8/12/2026
Capital
Equipment
$4,887,500
4,832,386
4,740,875
1.66 %
Term Loan (SBIC II)
(9)(35)
First Lien
6M
L+6.25%
1.50 %
7.75 %
8/12/2021
8/12/2026
$3,548,310
3,490,420
3,441,861
1.21 %
Total
$
8,322,806
$
8,182,736
2.87 %
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
$14,179,594
14,162,082
14,179,594
4.97 %
SQAD Holdco, Inc. Series A Preferred Stock (SBIC)
(2)
Equity
10/31/2013
5,624
156,001
715,621
0.25 %
SQAD Holdco, Inc. Common Stock (SBIC)
(2)
Equity
10/31/2013
5,800
62,485
83,839
0.03 %
Total
$
14,380,568
$
14,979,054
5.25 %
TAC LifePort Purchaser, LLC
(42)
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
$10,042,067
9,869,166
9,791,015
3.43 %
TAC LifePort Holdings, LLC Common
Units
Equity
3/1/2021
500,000
500,000
594,363
0.21 %
Total
$
10,369,166
$
10,385,378
3.64 %
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
5,845,883
5,757,500
2.02 %
TFH Reliability Group, LLC Class A-1
Units
Equity
6/29/2020
27,129
21,511
24,883
0.01 %
TFH Reliability Group, LLC Class A Units
Equity
10/21/2016
250,000
231,521
85,123
0.03 %
Total
$
6,098,915
$
5,867,506
2.06 %
Trade Education Acquisition, L.L.C.
(58)
Austin, TX
Term Loan (SBIC)
(2)(35)
First Lien
1M
L+6.25%
1.00 %
7.25 %
12/28/2021
12/28/2027
Education
$10,602,558
10,390,507
10,390,507
3.64 %
Trade Education Holdings, L.L.C. Class A
Units
Equity
12/28/2021
662,660
662,660
662,660
0.23 %
Total
$
11,053,167
$
11,053,167
3.87 %
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
$9,925,000
9,753,957
9,676,875
3.39 %
TradePending Holdings, LLC Series A Units
Equity
3/2/2021
750,000
750,000
683,646
0.24 %
Total
$
10,503,957
$
10,360,521
3.63 %
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Investments
Footnotes
Security (3)
Coupon
LIBOR
floor
Cash
PIK
Investment
Date
Maturity
Headquarters/
Industry
Principal
Amount/
Shares
Amortized
Cost
Fair
Value (1)
% of
Net
Assets
Unicat Catalyst Holdings, LLC
(46)
Alvin, TX
Term Loan
(35)
First Lien
3M
L+6.50%
1.00 %
7.50 %
4/27/2021
4/27/2026
Chemicals,
Plastics, &
Rubber
$7,406,250
7,274,639
7,221,094
2.53 %
Unicat Catalyst, LLC Class A Units
Equity
4/27/2021
7,500
750,000
315,280
0.11 %
Total
$
8,024,639
$
7,536,374
2.64 %
U.S. Auto Sales, Inc. et al
Lawrenceville, GA
USASF Blocker II LLC Units
(5)
Equity
6/8/2015
Finance
441
441,000
553,597
0.19 %
USASF Blocker III LLC 2018 Series Units
(5)
Equity
2/13/2018
50
50,000
100,000
0.04 %
USASF Blocker III LLC 2019 Series Units
(5)
Equity
12/27/2019
75
75,000
150,000
0.05 %
USASF Blocker IV LLC Units
(5)
Equity
5/27/2020
110
110,000
330,000
0.12 %
USASF Blocker LLC Units
(5)
Equity
6/8/2015
9,000
9,000
0
0.00 %
Total
$
685,000
$
1,133,597
0.40 %
U.S. Expediters, LLC
(59)
Stafford, TX
Term Loan
(35)
First Lien
3M
L+6.00%
1.00 %
7.00 %
12/22/2021
12/22/2026
Healthcare &
Pharmaceuticals
$16,027,068
15,706,527
15,706,527
5.51 %
Cathay Hypnos LLC Units
Equity
12/22/2021
1,372,932
1,372,932
1,372,932
0.48 %
Total
$
17,079,459
$
17,079,459
5.99 %
Venbrook Buyer, LLC
Los Angeles, CA
Term Loan B (SBIC)
(2)(35)
First Lien
3M
L+6.50%
1.50 %
8.00 %
3/13/2020
3/13/2026
Services:
Business
$12,952,771
12,758,396
12,952,771
4.54 %
Term Loan B
(35)
First Lien
3M
L+6.50%
1.50 %
8.00 %
3/13/2020
3/13/2026
$147,377
145,165
147,377
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
2,222,222
0.78 %
Delayed Draw Term Loan
(35)
First Lien
3M
L+6.50%
1.50 %
8.00 %
3/13/2020
3/13/2026
$4,415,556
4,376,990
4,415,556
1.55 %
Venbrook Holdings, LLC Common Units
Equity
3/13/2020
822,758
819,262
645,469
0.23 %
Total
$
20,322,035
$
20,383,395
7.15 %
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
9,828,022
9,800,000
3.44 %
Total
$
9,828,022
$
9,800,000
3.44 %
Whisps Holdings LP
Elgin, IL
Class A Units
Equity
4/18/2019
Beverage,
Food, &
Tobacco
500,000
500,000
442,742
0.16 %
Total
$
500,000
$
442,742
0.16 %
Xanitos, Inc.
(47)
Newtown
Square, PA
Term Loan (SBIC)
(2)(35)
First Lien
3M
L+6.50%
1.00 %
7.50 %
6/25/2021
6/25/2026
Healthcare &
Pharmaceuticals
$12,736,000
12,502,437
12,481,280
4.38 %
Delayed Draw Term Loan
(35)(48)
First Lien
3M
L+6.50%
1.00 %
7.50 %
6/25/2021
6/25/2026
$2,243,617
2,221,181
2,198,745
0.77 %
Pure TopCo, LLC Class A Units
Equity
6/25/2021
379,327
904,000
895,329
0.31 %
Total
$
15,627,618
$
15,575,354
5.46 %
Total Non-controlled, non-affiliated investments
$
785,005,957
$
772,873,326
271.08 %
Net Investments
$
785,005,957
$
772,873,326
271.08 %
LIABILITIES IN EXCESS OF OTHER
ASSETS
$
(487,762,093 )
(171.08 )%
NET ASSETS
$
285,111,233
100.0000 %
(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 $35,201,060 of cash and $211,477,384 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)
Debt investments are income producing and equity securities are non-income producing, unless otherwise noted.
(4)
Security is income producing through dividends or distributions.
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TABLE OF CONTENTS
(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, 2021.
(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 September 3, 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 $7,810,985 of cash and $161,704,501 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 $68,500, with an interest rate of LIBOR plus 6.00% and a maturity of December 30, 2026. 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 delayed draw term loan commitment in an amount not to exceed $3,750,000, with an interest rate of LIBOR plus 6.00% and a maturity of September 3, 2026. This investment is accruing an unused commitment fee of 1.00% 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, 2023. This investment is accruing an unused commitment fee of 0.50% per annum.
(18)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $750,000, with an interest rate of LIBOR plus 8.50% 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 revolver commitment in an amount not to exceed $1,299,020, with an interest rate of LIBOR plus 6.00% and a maturity of May 7, 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 $50,000 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.
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TABLE OF CONTENTS
(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. The Company has full discretion to fund the revolver commitment.
(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, 2025. This investment is accruing an unused commitment fee of 0.50% per annum.
(25)
Excluded from the investment is an undrawn delayed draw term loan commitment in an amount not to exceed $172,969, with an interest rate of 12.00% and maturity is at the administrative agent’s discretion. This investment has been on non-accrual since November 24, 2021.
(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 $1,063,830, 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 revolver commitment in an amount not to exceed $553,517, with an interest rate of LIBOR plus 5.50% and a maturity of June 24, 2024. This investment is accruing an unused commitment fee of 0.50% per annum.
(31)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $2,376,923, with an interest rate of LIBOR plus 7.00% and a maturity of November 9, 2026. 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)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $30,000, with an interest rate of LIBOR plus 6.75% and a maturity of June 4, 2026. This investment is accruing an unused commitment fee of 0.50% per annum.
(34)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $60,000, with an interest rate of LIBOR plus 6.00% and a maturity of December 17, 2026. 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 5.50% and a maturity of July 30,2026. This investment is accruing an unused commitment fee of 0.50% per annum.
(37)
Excluded from the investment is an undrawn delayed draw term loan commitment in an amount not to exceed $2,879,272, with an interest rate of LIBOR plus 6.00% and a maturity of December 17, 2026. This investment is accruing an unused commitment fee of 1.00% per annum.
(38)
Maturity date is at the administrative agent’s discretion.
(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.
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TABLE OF CONTENTS
(42)
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 March 2, 2026. This investment is accruing an unused commitment fee of 0.50% per annum.
(43)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $2,475,000, with an interest rate of LIBOR plus 6.00% and a maturity of November 1, 2026. This investment is accruing an unused commitment fee of 0.50% per annum.
(44)
Excluded from the investment is an undrawn delayed draw term loan commitment in an amount not to exceed $100,000, with an interest rate of LIBOR plus 6.50% and a maturity of September 9, 2025. This investment is accruing an unused commitment fee of 1.00% per annum.
(45)
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 September 9, 2025. This investment is accruing an unused commitment fee of 0.75% per annum.
(46)
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 6.50% and a maturity of April 27, 2026. This investment is accruing an unused commitment fee of 0.50% per annum.
(47)
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 June 25, 2026. This investment is accruing an unused commitment fee of 0.50% per annum.
(48)
Excluded from the investment is an undrawn delayed draw term loan commitment in an amount not to exceed $1,556,383, with an interest rate of LIBOR plus 6.50% and a maturity of June 25, 2026. This investment is accruing an unused commitment fee of 1.00% per annum.
(49)
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 September 1, 2026. This investment is accruing an unused commitment fee of 0.50% per annum.
(50)
Excluded from the investment is an undrawn delayed draw term loan commitment in an amount not to exceed $220,930, with an interest rate of LIBOR plus 6.00% and a maturity of September 1, 2026. This investment is accruing an unused commitment fee of 0.50% per annum.
(51)
Investment has been on non-accrual since November 24, 2021.
(52)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $33,333, with an interest rate of LIBOR plus 6.25% and a maturity of November 9, 2026. This investment is accruing an unused commitment fee of 0.50% per annum.
(53)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $542,169, with an interest rate of LIBOR plus 5.75% and a maturity of November 22, 2026. This investment is accruing an unused commitment fee of 0.50% per annum.
(54)
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 May 19, 2026. This investment is accruing an unused commitment fee of 0.50% per annum.
(55)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $576,923, with an interest rate of LIBOR plus 5.75% and a maturity of November 3, 2026. This investment is accruing an unused commitment fee of 0.50% per annum.
(56)
Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $93,333, with an interest rate of LIBOR plus 6.00% and a maturity of October 29, 2026. This investment is accruing an unused commitment fee of 0.50% per annum.
(57)
Excluded from the investment is an undrawn delayed draw term loan commitment in an amount not to exceed $2,902,098, with an interest rate of LIBOR plus 6.00% and a maturity of October 29, 2026. This investment is accruing an unused commitment fee of 0.50% per annum.
(58)
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 December 28, 2027. This investment is accruing an unused commitment fee of 0.50% per annum.
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(59)
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 December 22, 2026. This investment is accruing an unused commitment fee of 0.50% per annum
(60)
Excluded from the investment is an uncalled capital commitment in an amount not to exceed $308,282.46.
Abbreviation Legend
PIK — Payment-In-Kind
L — LIBOR
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TABLE OF CONTENTS
Stellus Capital Investment Corporation
Consolidated Schedule of Investments
December 31, 2020
Investments
Footnotes
Security
Coupon
LIBOR
floor
Cash
PIK
Investment
Date
Maturity
Headquarters/
Industry
Principal
Amount/
Shares
Amortized
Cost
Fair Value (1)
% of
Net
Assets
Non-controlled, non-affiliated investments
(2)(9)
Adams Publishing Group, LLC
Greenville, TN
Term Loan
(35)
First Lien
1M
L+7.00%
1.75 %
8.75 %
8/3/2018
6/30/2023
Media:
Advertising,
Printing &
Publishing
$4,990,080
4,962,046
4,990,080
1.83 %
Delayed Draw Term Loan
(35)
First Lien
1M
L+7.00%
1.75 %
8.75 %
8/3/2018
6/30/2023
$162,106
162,106
162,106
0.06 %
Total
$
5,124,152
$
5,152,186
1.89 %
Advanced Barrier Extrusions, LLC
Rhinelander, WI
Term Loan
(SBIC)
(2)(35)
First Lien
1M
L+6.50%
1.00 %
7.50 %
11/30/2020
11/30/2026
Containers,
Packaging &
Glass
$17,500,000
17,153,813
17,150,000
6.27 %
GP ABX Holdings Partnership, L.P.
Common Stock
(4)
Equity
8/8/2018
644,737
units
700,000
740,000
0.27 %
Total
$
17,853,813
$
17,890,000
6.54 %
APE Holdings, LLC
Deer Park, TX
Class A Common
Units
(4)
Equity
9/5/2014
Chemicals,
Plastics, &
Rubber
375,000
units
375,000
80,000
0.03 %
Atmosphere Aggregator Holdings II, LP
Atlanta, GA
Common Units
(4)
Equity
1/26/2016
Services:
Business
254,250
units
0
1,350,000
0.49 %
Stratose Aggregator Holdings, LP Common Units
(4)
Equity
6/30/2015
750,000
units
0
3,970,000
1.45 %
Total
$
0
$
5,320,000
1.94 %
ASC Communications, LLC
(17)
Chicago, IL
Term Loan
(SBIC)
(2)(35)
First Lien
1M
L+5.00%
1.00 %
6.00 %
6/29/2017
6/29/2023
Healthcare &
Pharmaceuticals
$4,058,642
4,044,314
3,896,296
1.43 %
Term Loan
(35)
First Lien
1M
L+5.00%
1.00 %
6.00 %
2/4/2019
6/29/2023
$6,899,691
6,847,391
6,623,704
2.42 %
ASC Communications Holdings, LLC Class A Preferred Units (SBIC)
(2)(4)
Equity
6/29/2017
73,529
shares
58,828
330,000
0.12 %
Total
$
10,950,533
$
10,850,000
3.97 %
BFC Solmetex, LLC
Nashville, TN
Revolver
(35)
First Lien
3M
L+8.50%
1.00 %
9.50 %
4/2/2018
9/26/2023
Environmental
Industries
$2,139,364
2,139,364
2,139,364
0.78 %
Term Loan
(SBIC)
(2)(35)
First Lien
3M
L+8.50%
1.00 %
9.50 %
4/2/2018
9/26/2023
$11,474,603
11,384,927
11,474,603
4.20 %
Bonded Filter Co. LLC, Term Loan
(SBIC)
(2)(35)
First Lien
3M
L+8.50%
1.00 %
9.50 %
4/2/2018
9/26/2023
$1,193,460
1,184,133
1,193,460
0.44 %
Total
$
14,708,424
$
14,807,427
5.42 %
BW DME Acquisition, LLC
Tempe, AZ
Term Loan
(SBIC)
(2)(13)(22)
First Lien
3M
L+6.00%
1.00 %
8.58 %
8/24/2017
8/24/2022
Healthcare &
Pharmaceuticals
$16,695,804
16,496,876
16,695,804
6.11 %
BW DME Holdings, LLC, Term Loan
(6)
Unsecured
17.50%
17.50 %
6/1/2018
6/30/2020
$391,063
391,063
391,063
0.14 %
BW DME Holdings, LLC Class A-1
Preferred Units
(4)
Equity
8/24/2017
1,000,000 shares
1,000,000
1,500,000
0.55 %
BW DME Holdings, LLC Class A-2
Preferred Units
(4)
Equity
1/26/2018
937,261 shares
937,261
1,410,000
0.52 %
Total
$
18,825,200
$
19,996,867
7.32 %
Café Valley, Inc.
Phoenix, AZ
Term Loan
(35)
First Lien
1M
L+7.00%
1.25 %
8.25 %
8/28/2019
8/28/2024
Beverage,
Food, & Tobacco
$16,077,381
15,829,176
15,675,447
5.73 %
CF Topco LLC, Common Units
(4)
Equity
8/28/2019
9,160
shares
916,015
720,000
0.26 %
Total
$
16,745,191
$
16,395,447
5.99 %
Colford Capital Holdings, LLC
New York, NY
Preferred Units
(4)(5)
Equity
8/20/2015
Finance
38,893
units
195,036
20,000
0.01 %
CommentSold, LLC
(8)
Huntsville, AL
Term Loan
(SBIC)
(2)(35)
First Lien
1M L+6.00%
1.00 %
7.00 %
11/20/2020
11/20/2026
High Tech
Industries
$12,500,000
12,252,768
12,252,768
4.48 %
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Investments
Footnotes
Security
Coupon
LIBOR
floor
Cash
PIK
Investment
Date
Maturity
Headquarters/
Industry
Principal
Amount/
Shares
Amortized
Cost
Fair Value (1)
% of
Net
Assets
CompleteCase, LLC
(21)
Seatlle, WA
Term Loan (SBIC II)
(9)(35)
First Lien
3M
L+6.50%
1.00 %
7.50 %
12/21/2020
12/21/2025
Services:
Consumer
$11,478,261
11,248,696
11,248,696
4.11 %
Revolver
(35)
First Lien
3M
L+6.50%
1.00 %
7.50 %
12/21/2020
12/21/2025
$33,333
33,333
32,667
0.01 %
CompleteCase Holdings, Inc. Class A
Common Units (SBIC II)
(4)(9)
Equity
12/21/2020
417 units
5
0
0.00 %
CompleteCase Holdings, Inc. Series A Preferred Units (SBIC II)
(4)(9)
Equity
12/21/2020
522 units
521,734
520,000
0.19 %
Total
$
11,803,768
$
11,801,363
4.31 %
Convergence Technologies, Inc.
Indianpolis, IN
Term Loan
(SBIC)
(2)(35)
First Lien
3M
L+6.75%
1.50 %
8.25 %
8/31/2018
8/30/2024
Services:
Business
$6,982,143
6,888,406
6,982,143
2.55 %
Term Loan
(35)
First Lien
3M
L+6.75%
1.50 %
8.25 %
2/28/2019
8/30/2024
$1,403,571
1,383,414
1,403,571
0.51 %
Term Loan B (SBIC)
(2)(35)
First Lien
3M
L+6.75%
1.50 %
8.25 %
8/14/2020
8/30/2024
$3,740,625
3,672,274
3,740,625
1.37 %
Delayed Draw Term Loan
(35)
First Lien
3M
L+6.75%
1.50 %
8.25 %
8/31/2018
8/30/2024
$5,250,000
5,250,000
5,250,000
1.92 %
Tailwind Core Investor, LLC Class A
Preferred Units
(4)
Equity
8/31/2018
5,282 units
547,795
650,000
0.24 %
Total
$
17,741,889
$
18,026,339
6.59 %
Data Centrum Communications, Inc.
Montvale, NJ
Term Loan
(35)
First Lien
3M
L+5.50%
1.00 %
6.50 %
5/15/2019
5/15/2024
Media:
Advertising,
Printing &
Publishing
$16,006,250
15,778,905
15,446,031
5.65 %
Health Monitor Holdings, LLC Seires
A Preferred Units
(4)
Equity
5/15/2019
1,000,000 shares
1,000,000
750,000
0.27 %
Total
$
16,778,905
$
16,196,031
5.92 %
Douglas Products Group, LP
Liberty, MO
Class A Common Units
(4)
Equity
12/27/2018
Chemicals,
Plastics, &
Rubber
322 shares
139,656
820,000
0.30 %
DRS Holdings III, Inc.
(10)
St. Louis, MO
Term Loan
(35)
First Lien
1M
L+5.75%
1.00 %
6.75 %
11/1/2019
11/1/2025
Consumer
Goods:
Durable
$9,900,000
9,816,898
9,900,000
3.62 %
DTE Enterprises, LLC
(18)
Roselle, IL
Term Loan
(35)
First Lien
6M
L+8.50%
1.50 %
10.00 %
4/13/2018
4/13/2023
Energy:
Oil & Gas
$9,323,691
9,226,943
8,531,177
3.12 %
DTE Holding Company, LLC Common Shares, Class A-2
(4)
Equity
4/13/2018
776,316 shares
466,204
220,000
0.08 %
DTE Holding Company, LLC Preferred Shares, Class AA
(4)
Equity
4/13/2018
723,684 shares
723,684
200,000
0.07 %
Total
$
10,416,831
$
8,951,177
3.27 %
Elliott Aviation, LLC
Moline, IL
Term Loan
(35)
First Lien
3M
L+6.00%
1.75 %
7.75 %
1/31/2020
1/31/2025
Aerospace &
Defense
$18,427,500
18,115,703
18,151,088
6.64 %
Revolver
(3)(35)
First Lien
3M
L+6.00%
1.75 %
7.75 %
1/31/2020
1/31/2025
$450,000
450,000
443,250
0.16 %
SP EA Holdings, LLC Preferred Shares, Class A
(4)
Equity
1/31/2020
900,000 shares
900,000
560,000
0.20 %
Total
$
19,465,703
$
19,154,338
7.00 %
Empirix Holdings I, Inc.
Billerica, MA
Common Shares, Class A
(4)
Equity
11/1/2013
Software
1,304 shares
1,304,232
1,760,000
0.64 %
Common Shares, Class B
(4)
Equity
11/1/2013
1,317,406 shares
13,174
20,000
0.01 %
Total
$
1,317,406
$
1,780,000
0.65 %
Energy Labs Holding Corp.
Houston, TX
Common Stock
(4)
Equity
9/29/2016
Energy:
Oil & Gas
598 shares
598,182
1,040,000
0.38 %
Exacta Land Surveyors, LLC
(23)(25)
Cleveland, OH
Term Loan (SBIC)
(2)(35)
First Lien
3M
L+5.75%
1.50 %
7.25 %
2/8/2019
2/8/2024
Services:
Business
$16,714,375
16,488,364
16,547,231
6.05 %
SP ELS Holdings LLC, Class A Common Units
(4)
Equity
2/8/2019
1,069,143 shares
1,069,143
720,000
0.26 %
Total
$
17,557,507
$
17,267,231
6.31 %
EOS Fitness Holdings, LLC
Phoenix, AZ
Preferred Units
(4)
Equity
12/30/2014
Hotel,
Gaming, &
Leisure
118 shares
0
10,000
0.00 %
Class B Common Units
(4)
Equity
12/30/2014
3,017
shares
0
0
0.00 %
Total
$
0
$
10,000
0.00 %
114
TABLE OF CONTENTS
Investments
Footnotes
Security
Coupon
LIBOR
floor
Cash
PIK
Investment
Date
Maturity
Headquarters/
Industry
Principal
Amount/
Shares
Amortized
Cost
Fair Value (1)
% of
Net
Assets
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 %
115
TABLE OF CONTENTS
Investments
Footnotes
Security
Coupon
LIBOR
floor
Cash
PIK
Investment
Date
Maturity
Headquarters/
Industry
Principal
Amount/
Shares
Amortized
Cost
Fair Value (1)
% of
Net
Assets
Term Loan
(35)
First Lien
3M
L+6.50%
1.50 %
8.00 %
8/28/2019
8/28/2025
$5,925,636
5,772,336
5,925,636
2.17 %
Revolver
(35)
First Lien
3M
L+6.50%
1.50 %
8.00 %
8/28/2019
8/28/2025
$284,091
284,091
284,091
Invincible Parent Holdco, LLC Class A Common Units
(4)
Equity
8/28/2019
1,000,000 shares
968,105
620,000
0.23 %
Total
$
12,404,739
$
12,299,545
4.40 %
J.R. Watkins, LLC
San Francisco, CA
Term Loan
(SBIC)
(2)
First Lien
7.00%
7.00 %
12/22/2017
12/22/2022
Consumer
Goods:
non-durable
$12,250,000
12,139,807
12,250,000
4.48 %
J.R. Watkins Holdings, Inc. Class A
Preferred
(4)
Equity
12/22/2017
1,133 shares
1,132,576
680,000
0.25 %
Total
$
13,272,383
$
12,930,000
4.73 %
Jurassic Acquisiton Corp.
Sparks, MD
Term Loan
(12)
First Lien
3M
L+5.50%
0.00 %
5.75 %
12/28/2018
11/15/2024
Metals &
Mining
$17,150,000
16,970,057
17,064,250
6.24 %
Kelleyamerit Holdings, Inc.
Walnut Creek, CA
Term Loan
(SBIC)
(2)(13)(22)
First Lien
3M
L+6.50%
1.00 %
8.89 %
12/24/2020
12/24/2025
Automotive
$9,750,000
9,557,708
9,557,708
3.50 %
Term Loan
(13)(22)
First Lien
3M
L+6.50%
1.00 %
8.89 %
12/24/2020
12/24/2025
$1,500,000
1,470,417
1,470,417
0.54 %
Total
$
11,028,125
$
11,028,125
4.04 %
KidKraft, Inc.
(38)
Dallas, TX
Term Loan
(22)(29)
First Lien
3M
L+5.00%
1.00 %
6.00 %
9/30/2016
8/15/2022
Consumer
Goods:
Durable
$1,580,487
1,580,487
1,580,487
0.58 %
KidKraft Group Holdings, LLC Preferred B Units
(4)
Equity
4/3/2020
4,000,000 shares
4,000,000
4,000,000
1.46 %
Total
$
5,580,487
$
5,580,487
2.04 %
Lynx FBO Operating, LLC
(31)
Houston, TX
Term Loan
(35)
First Lien
3M
L+5.75%
1.50 %
7.25 %
9/30/2019
9/30/2024
Aerospace &
Defense
$13,612,500
13,397,053
13,612,500
4.98 %
Lynx FBO Investments, LLC Class A-1 Common Units
(4)
Equity
9/30/2019
4,288 shares
593,480
690,000
0.25 %
Total
$
13,990,533
$
14,302,500
5.23 %
Madison Logic, Inc.
New York, NY
Term Loan
(SBIC)
(2)(35)
First Lien
1M
L+7.50%
0.50 %
8.00 %
11/30/2016
11/30/2021
Media:
Broadcasting &
Subscription
$4,323,985
4,314,586
4,323,985
1.58 %
Madison Logic Holdings, Inc. Common Stock (SBIC)
(2)(4)
Equity
11/30/2016
5,000 shares
50,000
70,000
0.03 %
Madison Logic Holdings, Inc. Series A Preferred Stock (SBIC)
(2)(4)
Equity
11/30/2016
4,500 shares
450,000
670,000
0.25 %
Total
$
4,814,586
$
5,063,985
1.86 %
Mobile Acquisition Holdings, LP
Santa Clara, CA
Class A Common Units
(4)
Equity
11/1/2016
Software
750 units
455,385
2,650,000
0.97 %
Munch’s Supply, LLC
New Lenox, IL
Term Loan
(35)
First Lien
3M
L+6.25%
1.00 %
7.25 %
4/11/2019
4/11/2024
Capital
Equipment
$7,229,111
7,178,680
7,229,111
2.64 %
Delayed Draw Term Loan
(20)(35)
First Lien
3M
L+6.25%
1.00 %
7.25 %
4/11/2019
4/11/2024
$649,111
640,345
649,111
0.24 %
Cool Supply Holdings, LLC Class A
Common Units
(4)
Equity
4/11/2019
500,000 units
496,362
710,000
0.26 %
Total
$
8,315,387
$
8,588,222
3.14 %
National Trench Safety, LLC, et al
Houston, TX
Term Loan
(SBIC)
(2)
Second Lien
11.50%
11.50 %
3/31/2017
3/31/2022
Construction &
Building
$10,000,000
9,946,055
10,000,000
3.66 %
NTS Investors, LP Class A Common
Units
(4)
Equity
3/31/2017
2,335 units
500,000
750,000
0.27 %
Total
$
10,446,055
$
10,750,000
3.93 %
Naumann/Hobbs Material Handling Corporation II, Inc.
(32)
Phoenix, AZ
Term Loan (SBIC II)
(9)(35)
First Lien
3M
L+6.25%
1.50 %
7.75 %
8/30/2019
8/30/2024
Services:
Business
$5,817,693
5,727,857
5,817,693
2.13 %
Term Loan
(35)
First Lien
3M
L+6.25%
1.50 %
7.75 %
8/30/2019
8/30/2024
$9,225,593
9,083,133
9,225,593
3.37 %
CGC NH, Inc. Common Units
(4)
Equity
8/30/2019
123 shares
440,758
570,000
0.21 %
Total
$
15,251,748
$
15,613,286
5.71 %
NGS US Finco, LLC
Bradford, PA
Term Loan
(SBIC)
(2)(35)
Second Lien
1M
L+8.50%
1.00 %
9.50 %
10/1/2018
4/1/2026
Utilities:
Oil & Gas
$10,000,000
9,884,148
9,900,000
3.62 %
116
TABLE OF CONTENTS
Investments
Footnotes
Security
Coupon
LIBOR
floor
Cash
PIK
Investment
Date
Maturity
Headquarters/
Industry
Principal
Amount/
Shares
Amortized
Cost
Fair Value (1)
% of
Net
Assets
NS412, LLC
Dallas, TX
Term Loan
(35)
Second Lien
3M
L+8.50%
1.00 %
9.50 %
5/6/2019
11/6/2025
Services:
Consumer
$7,615,000
7,492,970
7,462,700
2.73 %
NS Group Holding Company, LLC Class A Common Units
(4)
Equity
5/6/2019
750 shares
750,000
550,000
0.20 %
Total
$
8,242,970
$
8,012,700
2.93 %
NuMet Machining Techniques, LLC
Birmingham, UK
Term Loan
(5)(35)
Second Lien
3M
L+9.00%
2.00 %
11.00 %
11/5/2019
5/5/2026
Aerospace &
Defense
$11,700,000
11,495,790
11,056,500
4.04 %
Bromford Industries Limited Term
Loan
(5)(35)
Second Lien
3M
L+9.00%
2.00 %
11.00 %
11/5/2019
5/5/2026
$7,800,000
7,663,860
7,371,000
2.70 %
Bromford Holdings, L.P. Class A Membership
Units
(4)(5)
Equity
11/5/2019
1,000,000 shares
1,000,000
300,000
0.11 %
Total
$
20,159,650
$
18,727,500
6.85 %
Nutritional Medicinals, LLC
(24)
Centerville, OH
Term Loan
(35)
First Lien
3M
L+6.00%
1.00 %
7.00 %
11/15/2018
11/15/2023
Healthcare &
Pharmaceuticals
$13,270,451
13,106,025
13,270,451
4.85 %
Functional Aggregator, LLC Common Units
(4)
Equity
11/15/2018
12,500 shares
1,250,000
1,180,000
0.43 %
Total
$
14,356,025
$
14,450,451
5.28 %
PCP MT Aggregator Holdings, L.P.
Oak Brook, IL
Common LP
Units
(4)
Equity
3/29/2019
Finance
750,000 shares
0
1,490,000
0.55 %
PCS Software, Inc.
Shenandoah, Tx
Term Loan
(SBIC)
(2)(35)
First Lien
3M
L+5.75%
1.50 %
7.25 %
7/1/2019
7/1/2024
Transportation
&
Logistics
$1,970,000
1,940,669
1,970,000
0.72 %
Term Loan
(35)
First Lien
3M
L+5.75%
1.50 %
7.25 %
7/1/2019
7/1/2024
$15,021,250
14,797,600
15,021,250
5.50 %
Delayed Draw Term Loan
(35)
First Lien
3M
L+5.75%
1.50 %
7.25 %
7/1/2019
7/1/2024
$992,500
992,500
992,500
0.36 %
Revolver
(35)(11)
First Lien
3M
L+5.75%
1.50 %
7.25 %
7/1/2019
7/1/2024
$571,195
571,195
571,195
0.21 %
PCS Software Holdings, LLC Class A
Preferred Units
(4)
Equity
7/1/2019
325,000 shares
325,000
330,000
0.12 %
PCS Software Holdings, LLC Class A-2 Preferred Units
(4)
Equity
11/12/2020
63,312 shares
63,312
60,000
0.02 %
Total
$
18,690,276
$
18,944,945
6.93 %
Pioneer Transformers, L.P.
Franklin, WI
Term Loan (SBIC II)
(9)(35)
First Lien
6M
L+6.00%
1.50 %
7.50 %
11/22/2019
8/16/2024
Capital
Equipment
$4,937,500
4,868,043
4,937,500
1.81 %
Premiere Digital Services, Inc.
Los Angeles, CA
Term Loan
(SBIC)
(2)(13)(22)
First Lien
3M
L+5.50%
1.50 %
8.24 %
10/18/2018
10/18/2023
Media:
Broadcasting &
Subscription
$9,992,518
9,807,217
9,992,518
3.66 %
Term Loan
(13)(22)
First Lien
3M
L+5.50%
1.50 %
8.24 %
10/18/2018
10/18/2023
$2,428,772
2,385,098
2,428,772
0.89 %
Premiere Digital Holdings, Inc., Common Stock
(4)
Equity
10/18/2018
5,000 shares
50,000
150,000
0.05 %
Premiere Digital Holdings, Inc., Preferred Stock
(4)
Equity
10/18/2018
4,500 shares
314,550
1,320,000
0.48 %
Total
$
12,556,865
$
13,891,290
5.08 %
Protect America, Inc.
Austin TX
Term Loan
(SBIC)
(2)(6)(26)(35)
Second Lien
3M
L+7.75%
1.00 %
0.00 %
8/30/2017
10/30/2020
Services:
Consumer
$17,979,749
17,979,749
2,786,861
1.02 %
Sales Benchmark Index, LLC
(7)(14)
Dallas, TX
Term Loan
(35)
First Lien
3M
L+6.00%
1.75 %
7.75 %
1/7/2020
1/7/2025
Services:
Business
$14,315,976
14,076,964
14,315,976
5.24 %
SBI Holdings Investments, LLC Class A Preferred Units
(4)
Equity
1/7/2020
66,573 units
665,730
590,000
0.22 %
Total
$
14,742,694
$
14,905,976
5.46 %
Skopos Financial, LLC
Irving, TX
Term Loan
(5)
Unsecured
12.00%
12.00 %
1/31/2014
1/31/2021
Finance
$15,500,000
15,500,000
14,415,000
5.27 %
Skopos Financial Group, LLC Series A Preferred Units
(4)(5)
Equity
1/31/2014
1,120,684
units
1,162,544
320,000
0.12 %
Total
$
16,662,544
$
14,735,000
5.39 %
SQAD, LLC
Tarrytown, NY
Term Loan
(SBIC)
(2)(35)
First Lien
3M
L+6.50%
1.00 %
7.50 %
12/22/2017
12/22/2022
Media:
Broadcasting &
Subscription
$14,333,594
14,299,486
14,333,594
5.24 %
SQAD Holdco, Inc. Preferred Shares,
Series A (SBIC)
(2)(4)
Equity
10/31/2013
5,624 shares
156,001
1,010,000
0.37 %
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Investments
Footnotes
Security
Coupon
LIBOR
floor
Cash
PIK
Investment
Date
Maturity
Headquarters/
Industry
Principal
Amount/
Shares
Amortized
Cost
Fair Value (1)
% of
Net
Assets
SQAD Holdco, Inc. Common Shares
(SBIC)
(2)(4)
Equity
10/31/2013
5,800 shares
62,485
120,000
0.04 %
Total
$
14,517,972
$
15,463,594
5.65 %
TechInsights, Inc.
Ottawa,
Ontario
Term Loan
(5)(13)(22)
First Lien
3M
L+6.00%
1.00 %
8.33 %
8/16/2017
10/2/2023
High Tech
Industries
$21,540,925
21,318,659
21,540,925
7.88 %
Time Manufacturing Acquisition, LLC
Waco, TX
Term Loan
(6)
Unsecured
11.50%
10.75 %
0.75 %
2/3/2017
8/3/2023
Capital
Equipment
$6,385,182
6,321,825
6,385,182
2.34 %
Time Manufacturing Investments, LLC Class A Common Units
(4)
Equity
2/3/2017
5,000 units
500,000
770,000
0.28 %
Total
$
6,821,825
$
7,155,182
2.62 %
TFH Reliability, LLC
Houston, TX
Term Loan
(SBIC)
(2)(35)
Second Lien
3M
L+10.75%
0.80 %
11.55 %
10/21/2016
9/30/2023
Chemicals,
Plastics, &
Rubber
$5,875,000
5,837,336
5,728,125
2.10 %
TFH Reliability Group, LLC Class A-1 Units
(4)
Equity
6/29/2020
27,129 shares
21,511
10,000
0.00 %
TFH Reliability Group, LLC Class A
Common Units
(4)
Equity
10/21/2016
250,000 shares
231,521
170,000
0.06 %
Total
$
6,090,368
$
5,908,125
2.16 %
U.S. Auto Sales, Inc.
et al
Lawrenceville, GA
USASF Blocker II, LLC Common
Units
(4)(5)
Equity
6/8/2015
Finance
441 units
441,000
710,000
0.26 %
USASF Blocker III, LLC Series C Preferred Units
(4)(5)
Equity
2/13/2018
125 units
125,000
200,000
0.07 %
USASF Blocker IV, LLC Units
(4)(5)
Equity
5/27/2020
110 units
110,000
180,000
0.07 %
USASF Blocker LLC Common Units
(4)(5)
Equity
6/8/2015
9,000 units
9,000
10,000
0.00 %
Total
$
685,000
$
1,100,000
0.40 %
Venbrook Buyer, LLC
Los Angeles, CA
Term Loan
(SBIC)
(2)(35)
First Lien
3M
L+6.50%
1.50 %
8.00 %
3/13/2020
3/13/2026
Services:
Business
$13,084,458
12,851,226
12,953,614
4.74 %
Term Loan
(35)
First Lien
3M
L+6.50%
1.50 %
8.00 %
3/13/2020
3/13/2026
$148,875
146,221
147,386
0.05 %
Revolver
(35)
First Lien
6M
L+6.50%
1.50 %
8.00 %
3/13/2020
3/13/2026
$2,222,222
2,222,222
2,200,000
0.80 %
Delayed Draw Term Loan
(19)(35)
First Lien
1M
L+6.50%
1.50 %
8.00 %
3/13/2020
3/13/2026
$1,333,333
1,320,000
1,320,000
Venbrook Holdings, LLC Common Units
(4)
Equity
3/13/2020
534,959 shares
531,463
480,000
0.18 %
Total
$
17,071,132
$
17,101,000
5.77 %
Vortex Companies, LLC
Houston, TX
Term Loan (SBIC II)
(9)(35)
Second Lien
3M L+9.50%
1.00 %
10.50 %
12/21/2020
6/21/2026
Environmental
Industries
$10,000,000
9,800,000
9,800,000
3.59 %
VRI Ultimate Holdings, LLC
Franklin, OH
Class A Preferred Units
(4)
Equity
5/31/2017
Healthcare &
Pharmaceuticals
326,797 shares
500,000
580,000
0.21 %
Whisps Acquisiton Corp.
Elgin, IL
Term Loan
(35)
First Lien
6M
L+6.00%
1.00 %
7.00 %
4/26/2019
4/18/2025
Beverage,
Food, &
Tobacco
$7,791,667
7,682,302
7,791,667
2.85 %
Whisps Holding LP Class A Common Units
(4)
Equity
4/18/2019
500,000 shares
500,000
710,000
0.26 %
Total
$
8,182,302
$
8,501,667
3.11 %
Wise Parent Company, LLC
Salt Lake City, UT
Membership
Units
(4)
Equity
8/27/2018
Beverage,
Food, &
Tobacco
6 units
0
760,000
0.28 %
Total Non-controlled, non-affiliated investments
$
658,628,966
$
653,424,495
239.03 %
Net Investments
$
658,628,966
$
653,424,495
239.03 %
LIABILITIES IN EXCESS OF OTHER ASSETS
$
(380,063,846 )
(139.03 )%
NET ASSETS
$
273,360,649
100.00 %
(1)
See Note 1 of the Notes to the Consolidated Financial Statements for a discussion of the methodologies used to value securities in the portfolio.
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(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.
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(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
(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.
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(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
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STELLUS CAPITAL INVESTMENT CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2021
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 has elected, has qualified, and intends to qualify annually to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes. The Company’s investment activities are managed by our investment adviser, Stellus Capital Management, LLC (“Stellus Capital” or the “Advisor”).
As of December 31, 2021, the Company has issued a total of 19,517,595 shares and raised $287,079,333 in gross proceeds since inception, incurring $9,183,044 in offering costs and sales load fees for net proceeds from offerings of $277,896,289. The Company’s shares are currently listed on the New York Stock Exchange under the symbol “SCM”. See Note 4 for further details.
The Company has established the following wholly owned subsidiaries: SCIC — Consolidated Blocker, 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, Inc., SCIC — CC Blocker1, 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 October 2, 2021, the Company sold its interest in SCIC — FBO Blocker 1, Inc. to a third party.
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
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STELLUS CAPITAL INVESTMENT CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2021
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”, as such term is defined by the SBA.
As of both December 31, 2021 and 2020, the SBIC subsidiary had $75,000,000 of regulatory capital. As of both December 31, 2021 and 2020, the SBIC subsidiary had $150,000,000 of SBA-guaranteed debentures outstanding.
As of December 31, 2021 and 2020, the SBIC II subsidiary had $87,500,000 and $40,000,000 in regulatory capital, respectively, and $100,000,000 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 11).
As a BDC, the Company is required to comply with certain regulatory requirements. On March 23, 2018, the Small Business Credit Availability Act (the “SBCAA”) was signed into law, which included various changes to regulations under the federal securities laws that impact BDCs. The SBCAA included changes to the 1940 Act to allow BDCs to decrease their asset coverage requirement to 150% from 200% under certain circumstances.
On April 4, 2018, the Company’s board of directors (the “Board”), including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) of the Board, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act. At the Company’s 2018 annual meeting of stockholders, our stockholders also approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act. As a result, the asset coverage ratio test applicable to the Company was decreased from 200% to 150%, effective June 29, 2018. The amount of leverage that we employ at any time depends on our assessment of the market and other factors at the time of any proposed borrowing. As of December 31, 2021, the Company’s 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. It sources investments primarily through the extensive network of relationships that the principals of Stellus Capital have developed with financial sponsor firms, financial institutions, middle-market companies, management teams and other professional intermediaries.
Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with generally accepted accounting principles in the U.S. GAAP and pursuant to the requirements for reporting on Form 10-K and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, certain disclosures accompanying the annual financial statements prepared in accordance with U.S. GAAP are omitted. The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.
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STELLUS CAPITAL INVESTMENT CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2021
In the opinion of management, the consolidated financial results included herein contain all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the periods included herein. Certain reclassifications have been made to certain prior period balances to conform with current presentation.
In accordance with Regulation S-X under the Exchange Act, the Company does not consolidate portfolio company investments. The accounting records of the Company are maintained in U.S. dollars.
COVID-19 Developments
On March 11, 2020, the World Health Organization declared the spread of COVID-19 a pandemic and recommended containment and mitigation measures worldwide. As of the year ended December 31, 2021, and subsequent to December 31, 2021, the COVID-19 pandemic has had a significant impact on the U.S. and global economy. Each portfolio company has been assessed on an individual basis to identify the impact of the COVID-19 pandemic on the valuation of our investments in such company. The Company believes that any such COVID-19 pandemic impacts have been reflected in the valuation of its investments.
The global impact of the outbreak continues to evolve, and many countries have reacted by instituting quarantines, prohibitions on travel and the closure of offices, businesses, schools, retail stores and other public venues. Businesses 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. The impact of the COVID-19 pandemic has led to significant volatility in the global public equity markets and it is uncertain how long this volatility will continue. As COVID-19 continues to spread, the potential impacts, including a global, regional or other economic recession, remain uncertain and difficult to assess. The extent of the impact of the COVID-19 pandemic on the financial performance of our current and future investments will depend on future developments, including the duration and spread of the virus, related advisories and restrictions, and the health of the financial markets and economy, all of which are highly uncertain and cannot be predicted. To the extent the Company’s portfolio companies are adversely impacted by the effects of the COVID-19 pandemic, it may have a material adverse impact on the Company’s future net investment income, the fair value of the Company’s portfolio investments and the Company’s financial condition.
Portfolio Investment Classification
The Company classifies its portfolio investments with the requirements of the 1940 Act as follows: (a) “Control Investments” are defined as investments in which the Company owns more than 25% of the voting securities or has rights to maintain greater than 50% of the board representation, (b) “Affiliate Investments” are defined as investments in which the Company owns between 5% and 25% of the voting securities and does not have rights to maintain greater than 50% of the board representation, and (c) “Non-controlled, non-affiliate investments” are defined as investments that are neither Control Investments or Affiliate Investments.
Cash and Cash Equivalents
At December 31, 2021, cash balances totaling $144,549 did not exceed Federal Deposit Insurance Corporation insurance protection levels of $250,000. In addition, at December 31, 2021, the Company held $44,030,307 in cash equivalents that are carried at cost, which approximates the fair value of the cash equivalents. All of the Company’s cash deposits are held at large established high credit quality financial institutions and management believes that risk of loss associated with any uninsured balances is remote.
Cash consists of bank demand deposits. We deem certain U.S. Treasury Bills and other high-quality, short-term debt securities as cash equivalents.
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2021
Fair Value Measurements
We account for all of our financial instruments at fair value in accordance with ASC Topic 820 — Fair Value Measurements and Disclosures (“ASC Topic 820”). ASC Topic 820 defines fair value, establishes a framework used to measure fair value, and requires disclosures for fair value measurements, including the categorization of financial instruments into a three-level hierarchy based on the transparency of valuation inputs. ASC Topic 820 requires disclosure of the fair value of financial instruments for which it is practical to estimate such value. We believe that the carrying amounts of our financial instruments such as cash, receivables and payables approximate the fair value of these items due to the short maturity of these instruments. This is considered a Level 1 valuation technique. The carrying values of our Credit Facility and SBA-guaranteed debentures approximate fair value because the interest rates adjusts to the market interest rates (Level 3 input). The carrying value of our 2026 Notes (as defined in Note 11) is based on the cost of the security, which approximates fair value (level 2 input). See Note 6 to the consolidated financial statements for further discussion regarding the fair value measurements and hierarchy.
The COVID-19 pandemic is an unprecedented circumstance that could materially impact the fair value of the Company’s investments. As a result, the fair value of the Company’s portfolio investments may be further negatively impacted after December 31, 2021, by circumstances and events that are not yet known.
The COVID-19 pandemic may also impact the Company’s portfolio companies’ ability to pay their respective contractual obligations, including principal and interest due to the Company, and some portfolio companies could require interest or principal deferrals to fulfill short-term liquidity needs. The Company is working with each of its portfolio companies, as necessary, to help them access short-term liquidity through potential interest deferrals, funding on unused lines of credit, and other sources of liquidity. During the year ended December 31, 2021, no interest deferrals have been made; related to COVID-19 or otherwise.
Consolidation
As permitted under Regulation S-X under the Exchange Act and ASC Topic 946, we generally do not consolidate our investment in a portfolio company other than an investment company subsidiary. Accordingly, we consolidated the results of the SBIC subsidiaries and the Taxable Subsidiaries. All intercompany balances have been eliminated upon consolidation.
Use of Estimates
The preparation of the statement of assets and liabilities in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially. Additionally, as explained in Note 1 contained herein, the Consolidated Financial Statements includes investments in the portfolio whose values have been estimated by the Company, pursuant to procedures established by our board of directors, in the absence of readily ascertainable market values. Because of the inherent uncertainty of the investment portfolio valuations, those estimated values may differ materially from the values that would have been determined had a ready market for the securities existed.
Deferred Financing Costs
Deferred financing costs, prepaid loan fees on SBA-guaranteed debentures and prepaid loan structure fees consist of fees and expenses paid in connection with the closing of the Company’s Credit Facility, 2022 Notes and SBA-guaranteed debentures and are capitalized at the time of payment. These costs are amortized using the straight-line method over the term of the respective instrument.
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2021
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. During the year ended December 31, 2021, the Company incurred $90,000 of costs related to the preparation of a registration statement, which were capitalized until the related offering consummated during January 2021. During the year ended December 31, 2021, the Company incurred $14,888 of costs related to the preparation of a registration statement, which were capitalized and will be treated as discussed above in the event an offering is consummated.
Investments
As a BDC, the Company will generally invest in illiquid loans and securities including debt and equity securities of private middle-market companies. Under procedures established by our board of directors, the Company intends to value investments for which market quotations are readily available at such market quotations. The Company will obtain these market values from an independent pricing service or at the median between the bid and ask prices obtained from at least two brokers or dealers (if available, otherwise by a principal market maker or a primary market dealer). Debt and equity securities that are not publicly traded or whose market prices are not readily available will be valued at fair value as determined in good faith by our board of directors. Such determination of fair values may involve subjective judgments and estimates. The Company also engages independent valuation providers to review the valuation of each portfolio investment that does not have a readily available market quotation at least twice annually.
Investments purchased within approximately 90 days of the valuation date will be valued at cost plus accreted discount, or minus amortized premium, which approximates fair value. With respect to unquoted securities, our Board will value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Board will use the pricing indicated by the external event to corroborate and/or assist us in our valuation. Because the Company expects that there will not be a readily available market for many of the investments in its portfolio, the Company expects to value most of its portfolio investments at fair value as determined in good faith by the Board using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.
In following these approaches, the types of factors that will be taken into account in fair value pricing investments will include, as relevant, but not be limited to:
•
available current market data, including relevant and applicable market trading and transaction comparables;
•
applicable market yields and multiples;
•
security covenants;
•
call protection provisions;
•
information rights;
•
the nature and realizable value of any collateral;
•
the portfolio company’s ability to make payments, its earnings and discounted cash flows and the markets in which it does business;
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2021
•
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.
A presentation of the interest income we have received from portfolio companies for the years ended December 31, 2021, 2020 and 2019 is as follows:
For the year ended
December 31,
2021
December 31,
2020
December 31,
2019
Loan interest
$
55,780,814
$
51,067,006
$
53,358,856
PIK income
939,030
664,992
415,933
Fee amortization income (1)
2,785,964
2,389,223
1,982,868
Fee income acceleration (2)
2,030,878
1,229,560
1,138,333
Total Interest Income
$
61,536,686
$
55,350,781
$
56,895,990
(1)
Includes amortization of fees on unfunded commitments.
(2)
Unamortized loan origination fees recognized upon full or partial realization of investment.
To maintain our treatment as a RIC, substantially all of this income must be paid to stockholders in the form of distributions, even if we have not collected any cash.
Management considers portfolio-specific circumstances as well as other economic factors in determining collectability. As of December 31, 2021, we had three loans on non-accrual status, which represented approximately 4.2% of our loan portfolio at cost and 0.8% at fair value. As of December 31, 2020, we had three portfolio companies that were on non-accrual status, which represented approximately 4.3% of our loan portfolio at cost and 1.0% at fair value. As of December 31, 2021 and 2020, $10,363,904 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 will remove it from non-accrual status.
Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation
Realized gains or losses are measured by the difference between the net proceeds from the repayment, sale or disposition and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
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NOTES TO THE FINANCIAL STATEMENTS
December 31, 2021
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
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