10-Q
Stellus Capital Investment Corp (SCM)
UNITEDSTATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 1-35730
STELLUSCAPITAL INVESTMENT CORPORATION
(ExactName of Registrant as Specified in Its Charter)
| Maryland | 46-0937320 |
|---|---|
| (State or other Jurisdiction of<br><br> Incorporation or Organization) | (I.R.S. Employer<br><br> Identification No.) |
4400Post Oak Parkway, Suite 2200
Houston, Texas 77027
(Addressof Principal Executive Offices) (Zip Code)
(713) 292-5400
(Registrant’sTelephone Number, Including Area Code)
| Securities<br> registered pursuant to Section 12(b) of the Act: | ||
|---|---|---|
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| --- | --- | --- |
| Common<br> Stock, par value $0.001 per share | SCM | New<br> York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large<br> accelerated filer | ☐ | Accelerated<br> filer | ☐ |
|---|---|---|---|
| Non-accelerated<br> filer | ☒ | Smaller<br> reporting company | ☐ |
| Emerging<br> growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The number of shares of the issuer’s Common Stock, $0.001 par value per share, outstanding as of May 6, 2021 was 19,486,003.
STELLUS CAPITAL INVESTMENT CORPORATION
TABLE OF CONTENTS
| PART I. FINANCIAL INFORMATION | ||
|---|---|---|
| Item 1. | Financial<br> Statements | 1 |
| Consolidated<br> Statements of Assets and Liabilities as of March 31, 2021 (unaudited) and December 31, 2020 | 2 | |
| Consolidated<br> Statements of Operations for the three-month periods ended March 31, 2021 and March 31, 2020 (unaudited) | 3 | |
| Consolidated<br> Statements of Changes in Net Assets for the three-month periods ended March 31, 2021 and March 31, 2020 (unaudited) | 4 | |
| Consolidated<br> Statements of Cash Flows for the three-month periods ended March 31, 2021 and March 31, 2020 (unaudited) | 5 | |
| Consolidated<br> Schedules of Investments as of March 31, 2021 (unaudited) and December 31, 2020 | 7 | |
| Notes<br> to Unaudited Financial Statements | 24 | |
| Item 2. | Management’s<br> Discussion and Analysis of Financial Condition and Results of Operations | 57 |
| Item 3. | Quantitative<br> and Qualitative Disclosures About Market Risk | 76 |
| Item 4. | Controls<br> and Procedures | 76 |
| PART II. OTHER INFORMATION | ||
| Item 1. | Legal<br> Proceedings | 78 |
| Item 1A. | Risk<br> Factors | 78 |
| Item 2. | Unregistered<br> Sales of Equity Securities and Use of Proceeds | 78 |
| Item 3. | Defaults<br> Upon Senior Securities | 78 |
| Item 4. | Mine<br> Safety Disclosures | 78 |
| Item 5. | Other<br> Information | 78 |
| Item 6. | Exhibits | 78 |
i
PARTI — FINANCIAL INFORMATION
STELLUSCAPITAL INVESTMENT CORPORATION
CONSOLIDATEDSTATEMENTS OF ASSETS AND LIABILITIES
| March<br> 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | December<br> 31, | |||||
| (Unaudited) | 2020 | |||||
| ASSETS | ||||||
| Non-controlled,<br> non-affiliated investments, at fair value (amortized cost of $719,546,960 and $658,628,966, respectively) | $ | 714,464,472 | $ | 653,424,495 | ||
| Cash<br> and cash equivalents | 30,449,635 | 18,477,602 | ||||
| Receivable<br> for sales and repayments of investments | 210,442 | 215,929 | ||||
| Interest<br> receivable | 2,152,217 | 2,189,448 | ||||
| Other<br> receivables | 25,495 | 25,495 | ||||
| Deferred<br> offering costs | — | 90,000 | ||||
| Prepaid<br> expenses | 456,315 | 487,188 | ||||
| Total<br> Assets | $ | 747,758,576 | $ | 674,910,157 | ||
| LIABILITIES | ||||||
| Notes<br> payable | $ | 97,765,674 | $ | 48,307,518 | ||
| Credit<br> facility payable | 163,342,988 | 171,728,405 | ||||
| SBA-guaranteed<br> debentures | 205,285,585 | 173,167,496 | ||||
| Dividends<br> payable | 1,623,187 | — | ||||
| Management<br> fees payable | 1,963,861 | 2,825,322 | ||||
| Income<br> incentive fees payable | 122,499 | 681,660 | ||||
| Capital<br> gains incentive fees payable | 604,302 | 521,021 | ||||
| Interest<br> payable | 1,825,427 | 2,144,085 | ||||
| Unearned<br> revenue | 475,222 | 523,424 | ||||
| Administrative<br> services payable | 389,005 | 391,491 | ||||
| Deferred<br> tax liability | 527,394 | 359,590 | ||||
| Income<br> tax payable | 92,726 | 724,765 | ||||
| Other<br> accrued expenses and liabilities | 311,821 | 174,731 | ||||
| Total<br> Liabilities | $ | 474,329,691 | $ | 401,549,508 | ||
| Commitments<br> and contingencies (Note 7) | ||||||
| Net<br> Assets | $ | 273,428,885 | $ | 273,360,649 | ||
| NET<br> ASSETS | ||||||
| Common<br> stock, par value $0.001 per share (100,000,000 shares authorized; 19,486,003 issued and outstanding for both periods) | $ | 19,486 | $ | 19,486 | ||
| Paid-in<br> capital | 276,026,667 | 276,026,667 | ||||
| Accumulated<br> undistributed deficit | (2,617,268 | ) | (2,685,504 | ) | ||
| Net<br> Assets | $ | 273,428,885 | $ | 273,360,649 | ||
| Total<br> Liabilities and Net Assets | $ | 747,758,576 | $ | 674,910,157 | ||
| Net<br> Asset Value Per Share | $ | 14.03 | $ | 14.03 |
2
STELLUSCAPITAL INVESTMENT CORPORATION
CONSOLIDATEDSTATEMENTS OF OPERATIONS (unaudited)
| For<br> the <br><br> three <br><br> months ended <br><br> March 31, <br><br> 2021 | For<br> the <br><br> three <br><br> months ended<br><br> March 31, <br><br> 2020 | |||||
|---|---|---|---|---|---|---|
| INVESTMENT<br> INCOME | ||||||
| Interest<br> income | $ | 13,512,777 | $ | 14,849,588 | ||
| Other<br> income | 475,087 | 411,457 | ||||
| Total<br> Investment Income | $ | 13,987,864 | $ | 15,261,045 | ||
| OPERATING<br> EXPENSES | ||||||
| Management<br> fees | $ | 2,963,861 | $ | 2,719,054 | ||
| Valuation<br> fees | 128,353 | 109,833 | ||||
| Administrative<br> services expenses | 453,389 | 466,935 | ||||
| Income<br> incentive fees | — | 1,339,637 | ||||
| Capital<br> gains incentive fees (reversal) | 83,281 | (880,913 | ) | |||
| Professional<br> fees | 268,965 | 386,714 | ||||
| Directors’<br> fees | 91,500 | 132,250 | ||||
| Insurance<br> expense | 117,507 | 93,071 | ||||
| Interest<br> expense and other fees | 4,323,478 | 4,292,204 | ||||
| Income<br> tax expense | 239,981 | 196,795 | ||||
| Other<br> general and administrative expenses | 256,918 | 166,003 | ||||
| Total<br> Operating Expenses | $ | 8,927,233 | $ | 9,021,583 | ||
| Net<br> Investment Income | $ | 5,060,631 | $ | 6,239,462 | ||
| Net<br> realized gain on non-controlled, non-affiliated investments | $ | 462,228 | $ | 1,296,793 | ||
| Loss<br> on debt extinguishment | $ | (539,250 | ) | $ | — | |
| Net<br> change in unrealized appreciation (depreciation) on non-controlled, non-affiliated investments | $ | 121,983 | $ | (51,504,946 | ) | |
| (Provision)<br> benefit for taxes on net unrealized gain on investments | $ | (167,804 | ) | $ | 28,959 | |
| Net<br> Increase (Decrease) in Net Assets Resulting from Operations | $ | 4,937,788 | $ | (43,939,732 | ) | |
| Net<br> Investment Income Per Share | $ | 0.26 | $ | 0.32 | ||
| Net<br> Increase (Decrease) in Net Assets Resulting from Operations Per Share | $ | 0.25 | $ | (2.26 | ) | |
| Weighted<br> Average Shares of Common Stock Outstanding | 19,486,003 | 19,429,480 | ||||
| Distributions<br> Per Share | $ | 0.25 | $ | 0.34 |
3
STELLUSCAPITAL INVESTMENT CORPORATION
CONSOLIDATEDSTATEMENTS OF CHANGES IN NET ASSETS (unaudited)
| For the | For the | |||||
|---|---|---|---|---|---|---|
| three | three | |||||
| months ended | months ended | |||||
| March 31, | March 31, | |||||
| 2021 | 2020 | |||||
| Increase (Decrease) in Net Assets Resulting<br> from Operations | ||||||
| Net investment income | $ | 5,060,631 | $ | 6,239,462 | ||
| Net realized gain on non-controlled, non-affiliated investments | 462,228 | 1,296,793 | ||||
| Loss on debt extinguishment | (539,250 | ) | — | |||
| Net change in unrealized appreciation (depreciation) on<br> non-controlled, non-affiliated investments | 121,983 | (51,504,946 | ) | |||
| (Provision) benefit for taxes on unrealized<br> appreciation on investments | (167,804 | ) | 28,959 | |||
| Net Increase (Decrease) in Net Assets<br> Resulting from Operations | $ | 4,937,788 | $ | (43,939,732 | ) | |
| Stockholder Distributions From: | ||||||
| Net investment income | $ | (4,869,552 | ) | $ | (6,619,297 | ) |
| Total Distributions | $ | (4,869,552 | ) | $ | (6,619,297 | ) |
| Capital Share Transactions | ||||||
| Issuance of common stock | $ | — | $ | 4,930,467 | ||
| Sales load | — | (5,681 | ) | |||
| Offering costs | — | (18,169 | ) | |||
| Partial share transactions | — | (96 | ) | |||
| Net Increase in Net Assets Resulting<br> From Capital Share Transactions | $ | — | $ | 4,906,521 | ||
| Total Increase<br> (Decrease) in Net Assets | $ | 68,236 | $ | (45,652,508 | ) | |
| Net Assets at<br> Beginning of Period | $ | 273,360,649 | $ | 270,571,173 | ||
| Net Assets at<br> End of Period | $ | 273,428,885 | $ | 224,918,665 |
4
STELLUSCAPITAL INVESTMENT CORPORATION
CONSOLIDATEDSTATEMENTS OF CASH FLOWS (unaudited)
| For<br> the | For<br> the | |||||
|---|---|---|---|---|---|---|
| three | three | |||||
| months<br> ended | months<br> ended | |||||
| March<br> 31, | March<br> 31, | |||||
| 2021 | 2020 | |||||
| Cash flows<br> from operating activities | ||||||
| Net increase (decrease)<br> in net assets resulting from operations | $ | 4,937,788 | $ | (43,939,732 | ) | |
| Adjustments<br> to reconcile net increase (decrease) in net assets from operations to net cash used in operating activities: | ||||||
| Purchases of investments | (93,290,837 | ) | (61,533,313 | ) | ||
| Proceeds<br> from sales and repayments of investments | 33,473,269 | 31,763,595 | ||||
| Net<br> change in unrealized (appreciation) depreciation on investments | (121,983 | ) | 51,504,946 | |||
| Increase<br> in investments due to PIK | (118,329 | ) | (537,284 | ) | ||
| Amortization<br> of premium and accretion of discount, net | (521,051 | ) | (538,019 | ) | ||
| Deferred<br> tax provision (benefit) | 167,804 | (28,959 | ) | |||
| Amortization<br> of loan structure fees | 114,583 | 149,978 | ||||
| Amortization<br> of deferred financing costs | 122,460 | 82,874 | ||||
| Amortization<br> of loan fees on SBA-guaranteed debentures | 233,814 | 171,275 | ||||
| Net<br> realized gain on investments | (455,560 | ) | (1,296,793 | ) | ||
| Loss<br> on debt extinguishment | 539,250 | — | ||||
| Changes<br> in other assets and liabilities | ||||||
| (Decrease)<br> increase in interest receivable | 37,231 | (1,058,214 | ) | |||
| Decrease<br> in prepaid expenses | 30,873 | 43,923 | ||||
| (Decrease)<br> increase in management fees payable | (861,461 | ) | 23,274 | |||
| Decrease<br> in incentive fees payable | (559,161 | ) | (126,396 | ) | ||
| Increase<br> (decrease) in capital gains incentive fees payable | 83,281 | (880,913 | ) | |||
| (Decrease)<br> increase in administrative services payable | (2,486 | ) | 18,949 | |||
| Decrease<br> in interest payable | (318,658 | ) | (1,405,298 | ) | ||
| (Decrease)<br> increase in unearned revenue | (48,202 | ) | 154,391 | |||
| Decrease<br> in income tax payable | (632,039 | ) | (747,600 | ) | ||
| Increase<br> in other accrued expenses and liabilities | 137,090 | 295,218 | ||||
| Net<br> Cash Used in Operating Activities | $ | (57,052,324 | ) | $ | (27,884,098 | ) |
| Cash flows<br> from Financing Activities | ||||||
| Proceeds<br> from the issuance of common stock | $ | — | $ | 4,794,995 | ||
| Sales<br> load for commons stock issued | — | (5,681 | ) | |||
| Offering<br> costs paid for common stock issued | — | (18,169 | ) | |||
| Stockholder<br> distributions paid | (3,246,365 | ) | (6,445,020 | ) | ||
| Repayment of Notes Payable | (48,875,000 | ) | — | |||
| Proceeds<br> from issuance of Notes | 100,000,000 | — | ||||
| Financing<br> costs from bond issuance | (2,238,553 | ) | — | |||
| Proceeds<br> from SBA Debentures | 33,500,000 | — | ||||
| Financing<br> costs paid on SBA Debentures | (1,615,725 | ) | — | |||
| Borrowings<br> under Credit Facility | 113,300,000 | 74,450,000 | ||||
| Repayments<br> of Credit Facility | (121,800,000 | ) | (26,000,000 | ) | ||
| Partial<br> Share Redemption | — | (96 | ) | |||
| Net<br> Cash Provided by Financing Activities | $ | 69,024,357 | $ | 46,776,029 | ||
| Net<br> Increase in Cash and Cash Equivalents | $ | 11,972,033 | $ | 18,891,931 | ||
| Cash<br> and cash equivalents balance at beginning of period | 18,477,602 | 16,133,315 | ||||
| Cash<br> and Cash Equivalents Balance at End of Period | $ | 30,449,635 | $ | 35,025,246 | ||
| Supplemental<br> and Non-Cash Activities | ||||||
| Cash<br> paid for interest expense | $ | 4,166,438 | $ | 5,291,684 | ||
| Excise<br> tax paid | 870,000 | 940,000 | ||||
| Shares<br> issued pursuant to Dividend Reinvestment Plan | — | 135,472 | ||||
| Increase<br> in distribution payable | 1,623,187 | 38,805 | ||||
| Decrease<br> in deferred offering costs for Notes Payable offering | (90,000 | ) | — | |||
| Gain on conversion of equity investment | 6,668 | — |
5
StellusCapital Investment Corporation
ConsolidatedSchedule of Investments
March 31, 2021
(unaudited)
| Investments | Footnotes | Security | Coupon | LIBOR floor | Cash | PIK | Investment Date | Maturity | Headquarters/<br><br> <br>Industry | Principal Amount/ Shares | Amortized Cost | Fair<br><br><br><br>Value^(1)^ | % of Net Assets | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-controlled, non-affiliated investments | (2)(9) | ||||||||||||||||||||
| Adams Publishing Group, LLC | Greenville,<br> TN | ||||||||||||||||||||
| Term<br> Loan | (35) | First<br> Lien | 1M L+7.00% | 1.75 | % | 8.75 | % | 8/3/2018 | 6/30/2023 | Media:<br> Advertising, Printing & Publishing | $ | 4,802,580 | 4,778,041 | 4,802,580 | 1.76 | % | |||||
| Delayed<br> Draw Term Loan | (35) | First<br> Lien | 1M L+7.00% | 1.75 | % | 8.75 | % | 8/3/2018 | 6/30/2023 | $ | 157,202 | 157,202 | 157,202 | 0.06 | % | ||||||
| Total | $ | 4,935,243 | $ | 4,959,782 | 1.82 | % | |||||||||||||||
| Advanced Barrier Extrusions, LLC | Rhinelander,<br> WI | ||||||||||||||||||||
| Term<br> Loan (SBIC) | (2)(35) | First<br> Lien | 1M L+6.50% | 1.00 | % | 7.50 | % | 11/30/2020 | 11/30/2026 | Containers,<br> Packaging & Glass | $ | 17,456,250 | 17,121,650 | 17,107,123 | 6.26 | % | |||||
| GP<br> ABX Holdings Partnership, L.P. Common Stock | (4) | Equity | 8/8/2018 | 644,737 units | 700,000 | 820,000 | 0.30 | % | |||||||||||||
| Total | $ | 17,821,650 | $ | 17,927,123 | 6.56 | % | |||||||||||||||
| Anne Lewis Strategies, LLC | (20) | Washington,<br> D.C | |||||||||||||||||||
| Term<br> Loan (SBIC II) | (9)(35) | First<br> Lien | 3M L+6.75% | 1.00 | % | 7.75 | % | 3/5/2021 | 3/5/2026 | Services:<br> Business | $ | 11,500,000 | 11,273,049 | 11,273,049 | 4.12 | % | |||||
| SG<br> AL Investment, LLC Common Units | (4) | Equity | 3/5/2021 | 1,000 units | 1,000,000 | 1,000,000 | 0.37 | % | |||||||||||||
| Total | $ | 12,273,049 | $ | 12,273,049 | 4.49 | % | |||||||||||||||
| APE Holdings, LLC | Deer Park,<br> TX | ||||||||||||||||||||
| Class<br> A Common Units | (4) | Equity | 9/5/2014 | Chemicals,<br> Plastics, & Rubber | 375,000 units | 375,000 | 70,000 | 0.03 | % | ||||||||||||
| Atmosphere Aggregator Holdings II, LP | Atlanta,<br> GA | ||||||||||||||||||||
| Common<br> Units | (4) | Equity | 1/26/2016 | Services:<br> Business | 254,250 units | 0 | 1,440,000 | 0.53 | % | ||||||||||||
| Stratose<br> Aggregator Holdings, LP Common Units | (4) | Equity | 6/30/2015 | 750,000 units | 0 | 4,240,000 | 1.55 | % | |||||||||||||
| Total | $ | 0 | $ | 5,680,000 | 2.08 | % | |||||||||||||||
| ASC Communications, LLC | (17) | Chicago,<br> IL | |||||||||||||||||||
| Term<br> Loan (SBIC) | (2)(35) | First<br> Lien | 1M L+5.00% | 1.00 | % | 6.00 | % | 6/29/2017 | 6/29/2023 | Healthcare<br> & Pharmaceuticals | $ | 3,950,617 | 3,938,765 | 3,812,346 | 1.39 | % | |||||
| Term<br> Loan | (35) | First<br> Lien | 1M L+5.00% | 1.00 | % | 6.00 | % | 2/4/2019 | 6/29/2023 | $ | 6,716,049 | 6,669,813 | 6,480,988 | 2.37 | % | ||||||
| ASC<br> Communications Holdings, LLC Class A Preferred Units (SBIC) | (2)(4) | Equity | 6/29/2017 | 73,529 shares | 48,148 | 370,000 | 0.14 | % | |||||||||||||
| Total | $ | 10,656,726 | $ | 10,663,334 | 3.90 | % | |||||||||||||||
| BW DME Acquisition, LLC | Tempe,<br> AZ | ||||||||||||||||||||
| Term<br> Loan (SBIC) | (2)(13)(22) | First<br> Lien | 3M L+6.00% | 1.00 | % | 8.57 | % | 8/24/2017 | 8/24/2022 | Healthcare<br> & Pharmaceuticals | $ | 16,695,804 | 16,524,685 | 16,695,804 | 6.11 | % | |||||
| BW<br> DME Holdings, LLC, Term Loan | (6) | Unsecured | 17.50% | 17.50 | % | 6/1/2018 | 6/30/2020 | $ | 407,938 | 407,938 | 407,938 | 0.15 | % | ||||||||
| BW<br> DME Holdings, LLC Class A-1 Preferred Units | (4) | Equity | 8/24/2017 | 1,000,000 shares | 1,000,000 | 1,690,000 | 0.62 | % | |||||||||||||
| BW<br> DME Holdings, LLC Class A-2 Preferred Units | (4) | Equity | 1/26/2018 | 937,261 shares | 937,261 | 1,590,000 | 0.58 | % | |||||||||||||
| Total | $ | 18,869,884 | $ | 20,383,742 | 7.46 | % |
6
StellusCapital Investment Corporation
ConsolidatedSchedule of Investments
March 31, 2021
(unaudited)
| Café<br> Valley, Inc. | Phoenix, AZ | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Term<br> Loan | (35) | First Lien | 1M<br> L+7.00% | 1.25 | % | 8.25 | % | 8/28/2019 | 8/28/2024 | Beverage, Food, & Tobacco | $ | 16,033,333 | 15,800,550 | 15,632,500 | 5.72 | % | ||||
| CF<br> Topco LLC, Common Units | (4) | Equity | 8/28/2019 | 9,160<br> shares | 916,015 | 780,000 | 0.29 | % | ||||||||||||
| Total | $ | 16,716,565 | $ | 16,412,500 | 6.01 | % | ||||||||||||||
| CEATI<br> International, Inc. | (39) | Montreal, Quebec | ||||||||||||||||||
| Term<br> Loan | (5)(35) | First Lien | 3M<br> L+6.50% | 1.00 | % | 7.50 | % | 2/19/2021 | 2/19/2026 | Services: Business | $ | 13,500,000 | 13,233,673 | 13,233,676 | 4.84 | % | ||||
| CEATI<br> Holdings, LP, Class A Units | (4)(5) | Equity | 2/19/2021 | 250,000<br> shares | 250,000 | 250,000 | 0.09 | % | ||||||||||||
| Total | $ | 13,483,673 | $ | 13,483,676 | 4.93 | % | ||||||||||||||
| Colford<br> Capital Holdings, LLC | New York, NY | |||||||||||||||||||
| Preferred<br> Units | (4)(5) | Equity | 8/20/2015 | Finance | 38,893 units | 195,036 | 20,000 | 0.01 | % | |||||||||||
| CommentSold,<br> LLC | (8) | Huntsville, AL | ||||||||||||||||||
| Term<br> Loan (SBIC) | (2)(35) | First Lien | 1M+6.00% | 1.00 | % | 7.00 | % | 11/20/2020 | 11/20/2026 | High Tech Industries | $ | 12,468,750 | 12,230,520 | 12,281,719 | 4.49 | % | ||||
| CompleteCase,<br> LLC | Seatlle, WA | |||||||||||||||||||
| Term<br> Loan (SBIC II) | (9)(35) | First Lien | 3M<br> L+6.50% | 1.00 | % | 7.50 | % | 12/21/2020 | 12/21/2025 | Services: Consumer | $ | 11,449,565 | 11,229,989 | 11,163,326 | 4.08 | % | ||||
| Revolver | (21)(35) | First Lien | 3M<br> L+6.50% | 1.00 | % | 7.50 | % | 12/21/2020 | 12/21/2025 | $ | 33,333 | 33,333 | 32,500 | 0.01 | % | |||||
| CompleteCase<br> Holdings, Inc. Class A Common Units (SBIC II) | (4)(9) | Equity | 12/21/2020 | 417 units | 5 | 0 | 0.00 | % | ||||||||||||
| CompleteCase<br> Holdings, Inc. Series A Preferred Units (SBIC II) | (4)(9) | Equity | 12/21/2020 | 522 units | 521,734 | 530,000 | 0.19 | % | ||||||||||||
| Total | $ | 11,785,061 | $ | 11,725,826 | 4.28 | % | ||||||||||||||
| Convergence<br> Technologies, Inc. | Indianpolis, IN | |||||||||||||||||||
| Term<br> Loan (SBIC) | (2)(35) | First Lien | 3M<br> L+6.75% | 1.50 | % | 8.25 | % | 8/31/2018 | 8/30/2024 | Services: Business | $ | 6,964,286 | 6,876,265 | 6,923,548 | 2.53 | % | ||||
| Term<br> Loan | (35) | First Lien | 3M<br> L+6.75% | 1.50 | % | 8.25 | % | 2/28/2019 | 8/30/2024 | $ | 1,400,000 | 1,381,071 | 1,391,811 | 0.51 | % | |||||
| Term<br> Loan B (SBIC) | (2)(35) | First Lien | 3M<br> L+6.75% | 1.50 | % | 8.25 | % | 8/14/2020 | 8/30/2024 | $ | 3,731,250 | 3,667,053 | 3,709,424 | 1.36 | % | |||||
| Delayed<br> Draw Term Loan | (35) | First Lien | 3M<br> L+6.75% | 1.50 | % | 8.25 | % | 8/31/2018 | 8/30/2024 | $ | 5,236,607 | 5,236,607 | 5,205,976 | 1.90 | % | |||||
| Tailwind<br> Core Investor, LLC Class A Preferred Units | (4) | Equity | 8/31/2018 | 5,583<br> units | 588,813 | 760,000 | 0.28 | % | ||||||||||||
| Total | $ | 17,749,809 | $ | 17,990,759 | 6.58 | % | ||||||||||||||
| Data<br> Centrum Communications, Inc. | Montvale, NJ | |||||||||||||||||||
| Term<br> Loan | (35) | First Lien | 3M<br> L+7.50% | 1.00 | % | 8.50 | % | 5/15/2019 | 5/15/2024 | Media: Advertising, Printing & Publishing | $ | 15,965,625 | 15,753,687 | 15,167,344 | 5.55 | % | ||||
| Health<br> Monitor Holdings, LLC Series A Preferred Units | (4) | Equity | 5/15/2019 | 1,000,000<br> shares | 1,000,000 | 330,000 | 0.12 | % | ||||||||||||
| Total | $ | 16,753,687 | $ | 15,497,344 | 5.67 | % | ||||||||||||||
| Douglas<br> Products Group, LP | Liberty, MO | |||||||||||||||||||
| Class<br> A Common Units | (4) | Equity | 12/27/2018 | Chemicals, Plastics, & Rubber | 322 shares | 139,656 | 850,000 | 0.31 | % | |||||||||||
| DRS<br> Holdings III, Inc. | (10) | St. Louis, MO | ||||||||||||||||||
| Term<br> Loan | (35) | First Lien | 1M L+5.75% | 1.00 | % | 6.75 | % | 11/1/2019 | 11/1/2025 | Consumer Goods: Durable | $ | 9,875,000 | 9,795,676 | 9,875,000 | 3.61 | % | ||||
| DTE<br> Enterprises, LLC | (18) | Roselle, IL | ||||||||||||||||||
| Term<br> Loan | (6)(35) | First Lien | 6M<br> L+8.50% | 1.50 | % | 9.50 | % | 0.50 | % | 4/13/2018 | 4/13/2023 | Energy: Oil & Gas | $ | 9,332,758 | 9,245,385 | 8,539,474 | 3.12 | % | ||
| DTE Holding<br> Company, LLC Common Shares, Class A-2 | (4) | Equity | 4/13/2018 | 776,316 shares | 466,204 | 220,000 | 0.08 | % |
7
StellusCapital Investment Corporation
ConsolidatedSchedule of Investments
March 31, 2021
(unaudited)
| DTE<br> Holding Company, LLC Preferred Shares, Class AA | (4) | Equity | 4/13/2018 | 723,684<br> shares | 723,684 | 200,000 | 0.07 | % | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | $ | 10,435,273 | $ | 8,959,474 | 3.27 | % | ||||||||||||
| Elliott<br> Aviation, LLC | Moline,<br> IL | |||||||||||||||||
| Term<br> Loan | (35) | First<br> Lien | 3M<br> L+6.00% | 1.75 | % | 7.75 | % | 1/31/2020 | 1/31/2025 | Aerospace<br> & Defense | $ | 18,309,375 | 18,015,707 | 17,943,188 | 6.56 | % | ||
| Revolver | (3)(35) | First<br> Lien | 3M<br> L+6.00% | 1.75 | % | 7.75 | % | 1/31/2020 | 1/31/2025 | $ | 1,350,000 | 1,350,000 | 1,323,000 | 0.48 | % | |||
| SP<br> EA Holdings, LLC Preferred Shares, Class A | (4) | Equity | 1/31/2020 | 900,000<br> shares | 900,000 | 510,000 | 0.19 | % | ||||||||||
| Total | $ | 20,265,707 | $ | 19,776,188 | 7.23 | % | ||||||||||||
| Empirix<br> Holdings I, Inc. | Billerica,<br> MA | |||||||||||||||||
| Common<br> Shares, Class A | (4) | Equity | 11/1/2013 | Software | 1,304 shares | 1,304,232 | 1,830,000 | 0.67 | % | |||||||||
| Common<br> Shares, Class B | (4) | Equity | 11/1/2013 | 1,317,406<br> shares | 13,174 | 20,000 | 0.01 | % | ||||||||||
| Total | $ | 1,317,406 | $ | 1,850,000 | 0.68 | % | ||||||||||||
| Energy<br> Labs Holding Corp. | Houston,<br> TX | |||||||||||||||||
| Common<br> Stock | (4) | Equity | 9/29/2016 | Energy:<br> Oil & Gas | 598 shares | 598,182 | 820,000 | 0.30 | % | |||||||||
| Exacta<br> Land Surveyors, LLC | (23)(25) | Cleveland,<br> OH | ||||||||||||||||
| Term<br> Loan (SBIC) | (2)(35) | First<br> Lien | 3M<br> L+5.75% | 1.50 | % | 7.25 | % | 2/8/2019 | 2/8/2024 | Services:<br> Business | $ | 16,671,875 | 16,462,299 | 16,421,797 | 6.01 | % | ||
| SP<br> ELS Holdings LLC, Class A Common Units | (4) | Equity | 2/8/2019 | 1,069,143<br> shares | 1,069,143 | 690,000 | 0.25 | % | ||||||||||
| Total | $ | 17,531,442 | $ | 17,111,797 | 6.26 | % | ||||||||||||
| EOS<br> Fitness Holdings, LLC | Phoenix,<br> AZ | |||||||||||||||||
| Preferred<br> Units | (4) | Equity | 12/30/2014 | Hotel,<br> Gaming, & Leisure | 118 shares | 0 | 0 | 0.00 | % | |||||||||
| Class<br> B Common Units | (4) | Equity | 12/30/2014 | 3,017<br> shares | 0 | 0 | 0.00 | % | ||||||||||
| Total | $ | 0 | $ | 0 | 0.00 | % | ||||||||||||
| Fast<br> Growing Trees, LLC | (16) | Fort Mill,<br> SC | ||||||||||||||||
| Term<br> Loan (SBIC) | (2)(35) | First<br> Lien | 3M<br> L+6.75% | 1.00 | % | 7.75 | % | 2/5/2018 | 02/05/23 | Retail | $ | 14,992,490 | 14,866,242 | 14,992,490 | 5.48 | % | ||
| SP<br> FGT Holdings, LLC, Class A Common | (4) | Equity | 2/5/2018 | 1,000,000<br> shares | 978,511 | 3,420,000 | 1.25 | % | ||||||||||
| Total | $ | 15,844,753 | $ | 18,412,490 | 6.73 | % | ||||||||||||
| FB<br> Topco, Inc. | Camden,<br> NJ | |||||||||||||||||
| Term<br> Loan | (13)(22) | First<br> Lien | 6M<br> L+6.35% | 1.00 | % | 9.52 | % | 6/27/2018 | 4/24/2023 | Education | $ | 20,540,541 | 20,334,097 | 20,437,838 | 7.47 | % | ||
| Delayed<br> Draw Term Loan | (13)(22) | First<br> Lien | 6M<br> L+6.35% | 1.00 | % | 9.55 | % | 6/27/2018 | 4/24/2023 | $ | 1,126,213 | 1,126,213 | 1,120,582 | 0.41 | % | |||
| Total | $ | 21,460,310 | $ | 21,558,420 | 7.88 | % | ||||||||||||
| GK<br> Holdings, Inc. | Cary,<br> NC | |||||||||||||||||
| Term<br> Loan | (33)(35) | Second<br> Lien | 3M<br> L+10.25% | 1.00 | % | 0.00 | % | 1/30/2015 | 1/20/2022 | Education | $ | 5,000,000 | 4,983,748 | 2,900,000 | 1.06 | % | ||
| General<br> LED OPCO, LLC | (40) | San Antonio,<br> TX | ||||||||||||||||
| Term<br> Loan | (35) | Second<br> Lien | 3M<br> L+9.00% | 1.50 | % | 0.00 | % | 5/1/2018 | 11/1/2023 | Services:<br> Business | $ | 4,500,000 | 4,451,831 | 3,645,000 | 1.33 | % | ||
| GS<br> HVAM Intermediate, LLC | Carlsbad,<br> CA | |||||||||||||||||
| Term<br> Loan | (35) | First<br> Lien | 1M<br> L+5.75% | 1.00 | % | 6.75 | % | 10/18/2019 | 10/2/2024 | Beverage,<br> Food, & Tobacco | $ | 12,862,942 | 12,766,331 | 12,862,942 | 4.70 | % | ||
| Revolver | (34)(35) | First<br> Lien | 1M<br> L+5.75% | 1.00 | % | 6.75 | % | 10/18/2019 | 10/2/2024 | $ | 1,007,576 | 1,007,576 | 1,007,576 | 0.37 | % | |||
| HV<br> GS Acquisition, LP Class A Interests | (4) | Equity | 6/29/2018 | 1,796<br> shares | 1,618,844 | 1,990,000 | 0.73 | % | ||||||||||
| Total | $ | 15,392,751 | $ | 15,860,518 | 5.80 | % |
8
StellusCapital Investment Corporation
ConsolidatedSchedule of Investments
March 31, 2021
(unaudited)
| Grupo<br> HIMA San Pablo, Inc., et al | San<br> Juan, PR | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Term<br> Loan | (27)(35)(41) | First<br> Lien | 3M<br> L+7.00% | 1.50 | % | 0.00 | % | 2/1/2013 | 1/31/2018 | Healthcare<br> & Pharmaceuticals | $ | 4,503,720 | 4,503,720 | 2,341,935 | 0.86 | % | ||||
| Term<br> Loan | (15)(27) | Second<br> Lien | 13.75% | 0.00 | % | 2/1/2013 | 7/31/2018 | $ | 4,109,524 | 4,109,524 | 0 | 0.00 | % | |||||||
| Total | $ | 8,613,244 | $ | 2,341,935 | 0.86 | % | ||||||||||||||
| I2P<br> Holdings, LLC | Cleveland,<br> OH | |||||||||||||||||||
| Series<br> A Preferred | (4) | Equity | 1/31/2018 | Services:<br> Business | 750,000 shares | 750,000 | 3,890,000 | 1.42 | % | |||||||||||
| Ian,<br> Evan & Alexander Corporation | (36) | Reston,<br> VA | ||||||||||||||||||
| Term<br> Loan (SBIC) | (2)(35) | First<br> Lien | 3M<br> L+8.50% | 1.00 | % | 9.50 | % | 7/31/2020 | 7/31/2025 | Services:<br> Business | $ | 7,049,279 | 6,923,287 | 6,978,786 | 2.55 | % | ||||
| EC<br> Defense Holdings, Class B Units (SBIC) | (2)(4) | Equity | 7/31/2020 | 20,054<br> shares | 500,000 | 670,000 | 0.25 | % | ||||||||||||
| Total | $ | 7,423,287 | $ | 7,648,786 | 2.80 | % | ||||||||||||||
| ICD<br> Holdings, LLC | San Francisco,<br> CA | |||||||||||||||||||
| Class<br> A Preferred | (4)(5) | Equity | 1/1/2018 | 9,962 shares | 464,616 | 2,320,000 | 0.85 | % | ||||||||||||
| Industry<br> Dive, Inc. | (37) | Washington,<br> D.C. | ||||||||||||||||||
| Term<br> Loan (SBIC) | (2)(35) | First<br> Lien | 1M<br> L+6.25% | 1.00 | % | 7.25 | % | 7/17/2020 | 8/30/2024 | Services:<br> Business | $ | 6,998,213 | 6,878,131 | 6,928,231 | 2.53 | % | ||||
| Integrated<br> Oncology Network, LLC | (30) | Newport<br> Beach, CA | ||||||||||||||||||
| Term<br> Loan | (35) | First<br> Lien | 3M<br> L+5.50% | 1.50 | % | 7.00 | % | 7/17/2019 | 6/24/2024 | Healthcare<br> & Pharmaceuticals | $ | 16,428,716 | 16,201,502 | 16,428,716 | 6.01 | % | ||||
| Revolver | (35) | First<br> Lien | 3M<br> L+5.50% | 1.50 | % | 7.00 | % | 7/17/2019 | 6/24/2024 | $ | 553,517 | 553,517 | 553,517 | 0.20 | % | |||||
| Total | $ | 16,755,019 | $ | 16,982,233 | 6.21 | % | ||||||||||||||
| Interstate<br> Waste Services, Inc. | Amsterdam,<br> OH | |||||||||||||||||||
| Common<br> Units | (4) | Equity | 10/30/2015 | Environmental<br> Industries | 21,925 shares | 946,125 | 370,000 | 0.14 | % | |||||||||||
| Intuitive<br> Health, LLC | Plano,<br> TX | |||||||||||||||||||
| Term<br> Loan (SBIC II) | (9)(35) | First<br> Lien | 3M<br> L+6.00% | 1.50 | % | 7.50 | % | 10/18/2019 | 10/18/2024 | Healthcare<br> & Pharmaceuticals | $ | 5,925,000 | 5,835,437 | 5,925,000 | 2.17 | % | ||||
| Term<br> Loan | (35) | First<br> Lien | 3M<br> L+6.00% | 1.50 | % | 7.50 | % | 10/18/2019 | 10/18/2024 | $ | 11,356,250 | 11,184,587 | 11,356,250 | 4.15 | % | |||||
| Legacy<br> Parent, Inc. Class A Common Units | (4) | Equity | 10/30/2020 | 58 shares | 125,000 | 130,000 | ||||||||||||||
| Total | $ | 17,145,024 | $ | 17,411,250 | 6.32 | % | ||||||||||||||
| Invincible<br> Boat Company, LLC | (28) | Opa Locka,<br> FL | ||||||||||||||||||
| Term<br> Loan (SBIC II) | (9)(35) | First<br> Lien | 3M<br> L+6.50% | 1.50 | % | 8.00 | % | 8/28/2019 | 8/28/2025 | Consumer<br> Goods: Durable | $ | 5,469,818 | 5,384,170 | 5,469,818 | 2.00 | % | ||||
| Term<br> Loan | (35) | First<br> Lien | 3M<br> L+6.50% | 1.50 | % | 8.00 | % | 8/28/2019 | 8/28/2025 | $ | 5,925,636 | 5,779,075 | 5,925,636 | 2.17 | % | |||||
| Invincible<br> Parent Holdco, LLC Class A Common Units | (4) | Equity | 8/28/2019 | 1,000,000<br> shares | 968,105 | 600,000 | 0.22 | % | ||||||||||||
| Total | $ | 12,131,350 | $ | 11,995,454 | 4.39 | % | ||||||||||||||
| J.R.<br> Watkins, LLC | San Francisco,<br> CA | |||||||||||||||||||
| Term<br> Loan (SBIC) | (2)(6) | First<br> Lien | 10.00% | 7.00 | % | 3.00 | % | 12/22/2017 | 12/22/2022 | Consumer<br> Goods: non-durable | $ | 12,310,854 | 12,213,466 | 12,310,854 | 4.50 | % | ||||
| J.R.<br> Watkins Holdings, Inc. Class A Preferred | (4) | Equity | 12/22/2017 | 1,133<br> shares | 1,132,576 | 730,000 | 0.27 | % | ||||||||||||
| Total | $ | 13,346,042 | $ | 13,040,854 | 4.77 | % |
9
StellusCapital Investment Corporation
ConsolidatedSchedule of Investments
March 31, 2021
(unaudited)
| Jurassic<br> Acquisiton Corp. | Sparks,<br> MD | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Term<br> Loan | (12) | First<br> Lien | 3M<br> L+5.50% | 0.00 | % | 5.70 | % | 12/28/2018 | 11/15/2024 | Metals<br> & Mining | $ | 17,106,250 | 16,937,047 | 17,106,250 | 6.26 | % | ||
| Kelleyamerit<br> Holdings, Inc. | Walnut<br> Creek, CA | |||||||||||||||||
| Term<br> Loan (SBIC) | (2)(13)(22) | First<br> Lien | 1M<br> L+6.50% | 1.00 | % | 8.87 | % | 12/24/2020 | 12/24/2025 | Automotive | $ | 9,750,000 | 9,565,339 | 9,506,250 | 3.48 | % | ||
| Term<br> Loan | (13)(22) | First<br> Lien | 1M<br> L+6.50% | 1.00 | % | 8.87 | % | 12/24/2020 | 12/24/2025 | $ | 1,500,000 | 1,471,591 | 1,462,500 | 0.53 | % | |||
| Total | $ | 11,036,930 | $ | 10,968,750 | 4.01 | % | ||||||||||||
| KidKraft,<br> Inc. | (38) | Dallas,<br> TX | ||||||||||||||||
| Term<br> Loan | (22)(29) | First<br> Lien | 3M<br> L+5.00% | 1.00 | % | 6.00 | % | 9/30/2016 | 8/15/2022 | Consumer<br> Goods: Durable | $ | 1,580,768 | 1,580,768 | 1,580,768 | 0.58 | % | ||
| KidKraft<br> Group Holdings, LLC Preferred B Units | (4) | Equity | 4/3/2020 | 4,000,000<br> shares | 4,000,000 | 4,000,000 | 1.46 | % | ||||||||||
| Total | $ | 5,580,768 | $ | 5,580,768 | 2.04 | % | ||||||||||||
| Lynx<br> FBO Operating, LLC | (31) | Houston,<br> TX | ||||||||||||||||
| Term<br> Loan | (35) | First<br> Lien | 3M<br> L+5.75% | 1.50 | % | 7.25 | % | 9/30/2019 | 9/30/2024 | Aerospace<br> & Defense | $ | 13,588,942 | 13,385,564 | 13,588,942 | 4.97 | % | ||
| Lynx<br> FBO Investments, LLC Class A-1 Common Units | (4) | Equity | 9/30/2019 | 4,288<br> shares | 593,480 | 680,000 | 0.25 | % | ||||||||||
| Total | $ | 13,979,044 | $ | 14,268,942 | 5.22 | % | ||||||||||||
| Madison<br> Logic, Inc. | New York,<br> NY | |||||||||||||||||
| Term<br> Loan (SBIC) | (2)(35) | First<br> Lien | 1M<br> L+6.50% | 1.00 | % | 7.50 | % | 2/4/2021 | 5/31/2023 | Media:<br> Broadcasting & Subscription | $ | 3,816,247 | 3,798,418 | 3,798,418 | 1.39 | % | ||
| Madison<br> Logic Holdings, Inc. Common Stock (SBIC) | (2)(4) | Equity | 11/30/2016 | 5,000 shares | 50,000 | 110,000 | 0.04 | % | ||||||||||
| Madison<br> Logic Holdings, Inc. Series A Preferred Stock (SBIC) | (2)(4) | Equity | 11/30/2016 | 4,500<br> shares | 450,000 | 980,000 | 0.36 | % | ||||||||||
| Total | $ | 4,298,418 | $ | 4,888,418 | 1.79 | % | ||||||||||||
| Mobile<br> Acquisition Holdings, LP | Santa<br> Clara, CA | |||||||||||||||||
| Class<br> A Common Units | (4) | Equity | 11/1/2016 | Software | 750 units | 455,385 | 2,500,000 | 0.91 | % | |||||||||
| Munch’s<br> Supply, LLC | New Lenox,<br> IL | |||||||||||||||||
| Term<br> Loan | (35) | First<br> Lien | 3M<br> L+6.25% | 1.00 | % | 7.25 | % | 4/11/2019 | 4/11/2024 | Capital<br> Equipment | $ | 7,210,743 | 7,163,798 | 7,210,743 | 2.64 | % | ||
| Term<br> Loan (SBIC) | (2)(35) | First<br> Lien | 3M<br> L+6.25% | 1.00 | % | 7.25 | % | 3/31/2021 | 4/11/2024 | $ | 4,000,000 | 3,920,000 | 4,000,000 | 1.46 | % | |||
| Delayed<br> Draw Term Loan | (35) | First<br> Lien | 3M<br> L+6.25% | 1.00 | % | 7.25 | % | 4/11/2019 | 4/11/2024 | $ | 2,158,590 | 2,128,324 | 2,158,590 | 0.79 | % | |||
| Cool<br> Supply Holdings, LLC Class A Common Units | (4) | Equity | 4/11/2019 | 500,000<br> units | 496,362 | 620,000 | 0.23 | % | ||||||||||
| Total | $ | 13,708,484 | $ | 13,989,333 | 5.12 | % | ||||||||||||
| Naumann/Hobbs<br> Material Handling Corporation II, Inc. | (32) | Phoenix,<br> AZ | ||||||||||||||||
| Term<br> Loan (SBIC II) | (9)(35) | First<br> Lien | 3M<br> L+6.25% | 1.50 | % | 7.75 | % | 8/30/2019 | 8/30/2024 | Services:<br> Business | $ | 5,796,664 | 5,712,437 | 5,796,664 | 2.12 | % | ||
| Term<br> Loan | (35) | First<br> Lien | 3M<br> L+6.25% | 1.50 | % | 7.75 | % | 8/30/2019 | 8/30/2024 | $ | 9,192,245 | 9,058,680 | 9,192,245 | 3.36 | % | |||
| CGC<br> NH, Inc. Common Units | (4) | Equity | 8/30/2019 | 123 shares | 440,758 | 580,000 | 0.21 | % | ||||||||||
| Total | $ | 15,211,875 | $ | 15,568,909 | 5.69 | % | ||||||||||||
| NGS<br> US Finco, LLC | Bradford,<br> PA | |||||||||||||||||
| Term<br> Loan (SBIC) | (2)(35) | Second<br> Lien | 1M<br> L+8.50% | 1.00 | % | 9.50 | % | 10/1/2018 | 4/1/2026 | Utilities:<br> Oil & Gas | $ | 10,000,000 | 9,888,426 | 9,850,000 | 3.60 | % | ||
| NS412,<br> LLC | Dallas,<br> TX | |||||||||||||||||
| Term<br> Loan | (35) | Second<br> Lien | 3M<br> L+8.50% | 1.00 | % | 9.50 | % | 5/6/2019 | 11/6/2025 | Services:<br> Consumer | $ | 7,615,000 | 7,497,956 | 7,424,625 | 2.72 | % |
10
StellusCapital Investment Corporation
ConsolidatedSchedule of Investments
March 31, 2021
(unaudited)
| NS<br> Group Holding Company, LLC Class A Common Units | (4) | Equity | 5/6/2019 | 750<br> shares | 750,000 | 530,000 | 0.19 | % | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | $ | 8,247,956 | $ | 7,954,625 | 2.91 | % | ||||||||||||
| NuMet Machining Techniques, LLC | Birmingham, UK | |||||||||||||||||
| Term<br> Loan | (5)(35) | Second Lien | 1M L+9.00% | 2.00 | % | 11.00 | % | 11/5/2019 | 5/5/2026 | Aerospace & Defense | $ | 12,675,000 | 12,467,955 | 11,977,875 | 4.38 | % | ||
| Bromford<br> Industries Limited Term Loan | (5)(35) | Second Lien | 1M L+9.00% | 2.00 | % | 11.00 | % | 11/5/2019 | 5/5/2026 | $ | 7,800,000 | 7,668,470 | 7,371,000 | 2.70 | % | |||
| Bromford<br> Holdings, L.P. Class A Membership Units | (4)(5) | Equity | 11/5/2019 | 866,629 shares | 866,629 | 160,000 | 0.06 | % | ||||||||||
| Bromford<br> Holdings, L.P. Class D Membership Units | (4)(5) | Equity | 3/18/2021 | 280,078<br> shares | 280,078 | 280,000 | 0.10 | % | ||||||||||
| Total | $ | 21,283,132 | $ | 19,788,875 | 7.24 | % | ||||||||||||
| NuSource Financial, LLC | Eden Prairie, MN | |||||||||||||||||
| Term<br> Loan (SBIC II) | (9)(35) | First Lien | 1M L+9.00% | 1.00 | % | 10.00 | % | 1/29/2021 | 1/29/2026 | Services: Business | $ | 11,250,000 | 11,030,757 | 11,030,757 | 4.03 | % | ||
| NuSource<br> Financial Acquisition, Inc. (SBIC II) | (9) | Unsecured | 13.75% | 13.75 | % | 1/29/2021 | 7/29/2026 | $ | 4,750,000 | 4,656,923 | 4,657,431 | 1.70 | % | |||||
| NuSource<br> Holdings, Inc., Warrants (SBIC II) | (4)(9) | Equity | 1/29/2021 | 54,966<br> shares | 0 | 0 | 0.00 | % | ||||||||||
| Total | $ | 15,687,680 | $ | 15,688,188 | 5.73 | % | ||||||||||||
| Nutritional Medicinals, LLC | (24) | Centerville, OH | ||||||||||||||||
| Term<br> Loan | (35) | First Lien | 3M L+6.00% | 1.00 | % | 7.00 | % | 11/15/2018 | 11/15/2023 | Healthcare & Pharmaceuticals | $ | 13,231,701 | 13,080,454 | 13,231,701 | 4.84 | % | ||
| Functional<br> Aggregator, LLC Common Units | (4) | Equity | 11/15/2018 | 12,500<br> shares | 1,250,000 | 1,290,000 | 0.47 | % | ||||||||||
| Total | $ | 14,330,454 | $ | 14,521,701 | 5.31 | % | ||||||||||||
| Onpoint Industrial Services, LLC | Deer Park, TX | |||||||||||||||||
| Term<br> Loan (SBIC) | (2)(35) | First Lien | 3M L+7.25% | 1.00 | % | 8.25 | % | 3/15/2021 | 3/15/2026 | Services: Business | $ | 10,500,000 | 10,292,747 | 10,292,747 | 3.76 | % | ||
| Onpoint<br> Parent Holdings, LLC, Class A Units | (4) | Equity | 3/15/2021 | 500,000<br> shares | 500,000 | 500,000 | 0.18 | % | ||||||||||
| Total | $ | 10,792,747 | $ | 10,792,747 | 3.94 | % | ||||||||||||
| PCP MT Aggregator Holdings, L.P. | Oak Brook, IL | |||||||||||||||||
| Common<br> LP Units | (4) | Equity | 3/29/2019 | Finance | 750,000 shares | 0 | 1,540,000 | 0.56 | % | |||||||||
| PCS Software, Inc. | Shenandoah, Tx | |||||||||||||||||
| Term<br> Loan (SBIC) | (2)(35) | First Lien | 3M L+5.75% | 1.50 | % | 7.25 | % | 7/1/2019 | 7/1/2024 | Transportation & Logistics | $ | 1,953,460 | 1,926,154 | 1,953,460 | 0.71 | % | ||
| Term<br> Loan | (35) | First Lien | 3M L+5.75% | 1.50 | % | 7.25 | % | 7/1/2019 | 7/1/2024 | $ | 14,895,134 | 14,686,927 | 14,895,134 | 5.45 | % | |||
| Delayed<br> Draw Term Loan | (35) | First Lien | 3M L+5.75% | 1.50 | % | 7.25 | % | 7/1/2019 | 7/1/2024 | $ | 990,000 | 990,000 | 990,000 | 0.36 | % | |||
| Revolver | (35)(11) | First Lien | 3M L+5.75% | 1.50 | % | 7.25 | % | 7/1/2019 | 7/1/2024 | $ | 571,195 | 571,195 | 571,195 | 0.21 | % | |||
| PCS<br> Software Holdings, LLC Class A Preferred Units | (4) | Equity | 7/1/2019 | 325,000 shares | 325,000 | 240,000 | 0.09 | % | ||||||||||
| PCS<br> Software Holdings, LLC Class A-2 Preferred Units | (4) | Equity | 11/12/2020 | 63,312<br> shares | 63,312 | 50,000 | 0.02 | % | ||||||||||
| Total | $ | 18,562,588 | $ | 18,699,789 | 6.84 | % | ||||||||||||
| Pioneer Transformers, L.P. | Franklin, WI | |||||||||||||||||
| Term<br> Loan (SBIC II) | (9)(35) | First Lien | 6M L+6.00% | 1.50 | % | 7.50 | % | 11/22/2019 | 8/16/2024 | Capital Equipment | $ | 4,925,000 | 4,859,831 | 4,925,000 | 1.80 | % | ||
| Premiere Digital Services, Inc. | Los Angeles, CA | |||||||||||||||||
| Term<br> Loan (SBIC) | (2)(13)(22) | First Lien | 3M L+5.50% | 1.50 | % | 8.16 | % | 10/18/2018 | 10/18/2023 | Media: Broadcasting &<br> Subscription | $ | 9,992,518 | 9,821,561 | 9,992,518 | 3.65 | % | ||
| Term<br> Loan | (13)(22) | First Lien | 3M L+5.50% | 1.50 | % | 8.16 | % | 10/18/2018 | 10/18/2023 | $ | 2,428,772 | 2,388,477 | 2,428,772 | 0.89 | % | |||
| Premiere<br> Digital Holdings, Inc., Common Stock | (4) | Equity | 10/18/2018 | 5,000 shares | 50,000 | 150,000 | 0.05 | % |
11
StellusCapital Investment Corporation
ConsolidatedSchedule of Investments
March 31, 2021
(unaudited)
| Premiere<br> Digital Holdings, Inc., Preferred Stock | (4) | Equity | 10/18/2018 | 4,500<br> shares | 314,550 | 1,350,000 | 0.49 | % | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | $ | 12,574,588 | $ | 13,921,290 | 5.08 | % | ||||||||||||||
| Protect America, Inc. | Austin TX | |||||||||||||||||||
| Term<br> Loan (SBIC) | (2)(6)(26)(35) | Second Lien | 3M L+7.75% | 1.00 | % | 0.00 | % | 8/30/2017 | 10/30/2020 | Services: Consumer | $ | 17,979,749 | 17,979,749 | 2,786,861 | 1.02 | % | ||||
| Sales Benchmark Index, LLC | (7) | Dallas, TX | ||||||||||||||||||
| Term<br> Loan | (35) | First Lien | 3M L+6.00% | 1.75 | % | 7.75 | % | 1/7/2020 | 1/7/2025 | Services: Business | $ | 14,279,916 | 14,053,920 | 14,208,516 | 5.20 | % | ||||
| SBI<br> Holdings Investments, LLC Class A Preferred Units | (4) | Equity | 1/7/2020 | 66,573<br> units | 665,730 | 340,000 | 0.12 | % | ||||||||||||
| Total | $ | 14,719,650 | $ | 14,548,516 | 5.32 | % | ||||||||||||||
| Skopos Financial, LLC | Irving, TX | |||||||||||||||||||
| Term<br> Loan | (5) | Unsecured | 12.00% | 12.00 | % | 1/31/2014 | 11/30/2023 | Finance | $ | 14,000,000 | 14,000,000 | 13,510,000 | 4.94 | % | ||||||
| Skopos<br> Financial Group, LLC Series A Preferred Units | (4)(5) | Equity | 1/31/2014 | 1,120,684<br> units | 1,162,544 | 260,000 | 0.10 | % | ||||||||||||
| Total | $ | 15,162,544 | $ | 13,770,000 | 5.04 | % | ||||||||||||||
| SQAD, LLC | Tarrytown, NY | |||||||||||||||||||
| Term<br> Loan (SBIC) | (2)(35) | First Lien | 3M L+6.50% | 1.00 | % | 7.50 | % | 12/22/2017 | 12/22/2022 | Media: Broadcasting &<br> Subscription | $ | 14,295,094 | 14,265,052 | 14,295,094 | 5.23 | % | ||||
| SQAD<br> Holdco, Inc. Preferred Shares, Series A (SBIC) | (2)(4) | Equity | 10/31/2013 | 5,624 shares | 156,001 | 880,000 | 0.32 | % | ||||||||||||
| SQAD<br> Holdco, Inc. Common Shares (SBIC) | (2)(4) | Equity | 10/31/2013 | 5,800<br> shares | 62,485 | 100,000 | 0.04 | % | ||||||||||||
| Total | $ | 14,483,538 | $ | 15,275,094 | 5.59 | % | ||||||||||||||
| TAC LifePort Purchaser, LLC | Woodland, WA | |||||||||||||||||||
| Term<br> Loan (SBIC II) | (9)(35) | First Lien | 3M L+6.00% | 1.00 | % | 7.00 | % | 3/1/2021 | 3/2/2026 | Aerospace & Defense | $ | 10,787,208 | 10,574,382 | 10,574,382 | 3.87 | % | ||||
| Revolver | (35)(42) | First Lien | 3M L+6.00% | 1.00 | % | 7.00 | % | 3/1/2021 | 3/2/2026 | $ | 13,229 | 13,229 | 12,968 | 0.00 | % | |||||
| TAC<br> LifePort Holdings, LLC Common Units | (4) | Equity | 3/1/2021 | 500,000<br> shares | 500,000 | 500,000 | 0.18 | % | ||||||||||||
| Total | $ | 11,087,611 | $ | 11,087,350 | 4.05 | % | ||||||||||||||
| TechInsights, Inc. | Ottawa, Ontario | |||||||||||||||||||
| Term<br> Loan | (5)(13)(22) | First Lien | 3M L+6.00% | 1.00 | % | 8.33 | % | 8/16/2017 | 10/2/2023 | High Tech Industries | $ | 21,540,925 | 21,349,812 | 21,540,925 | 7.88 | % | ||||
| Time Manufacturing Acquisition, LLC | Waco, TX | |||||||||||||||||||
| Term<br> Loan | (6) | Unsecured | 11.50% | 10.75 | % | 0.75 | % | 2/3/2017 | 8/3/2023 | Capital Equipment | $ | 13,579,993 | 13,385,828 | 13,579,993 | 4.97 | % | ||||
| Time<br> Manufacturing Investments, LLC Class A Common Units | (4) | Equity | 2/3/2017 | 5,268<br> units | 553,600 | 1,050,000 | 0.38 | % | ||||||||||||
| Total | $ | 13,939,428 | $ | 14,629,993 | 5.35 | % | ||||||||||||||
| TFH Reliability, LLC | Houston, TX | |||||||||||||||||||
| Term<br> Loan (SBIC) | (2)(35) | Second Lien | 3M L+10.75% | 0.80 | % | 11.55 | % | 10/21/2016 | 9/30/2023 | Chemicals, Plastics, &<br> Rubber | $ | 5,875,000 | 5,843,524 | 5,728,125 | 2.09 | % | ||||
| TFH<br> Reliability Group, LLC Class A-1 Units | (4) | Equity | 6/29/2020 | 27,129 shares | 21,511 | 10,000 | 0.00 | % | ||||||||||||
| TFH<br> Reliability Group, LLC Class A Common Units | (4) | Equity | 10/21/2016 | 250,000<br> shares | 231,521 | 140,000 | 0.05 | % | ||||||||||||
| Total | $ | 6,096,556 | $ | 5,878,125 | 2.14 | % | ||||||||||||||
| TradePending, LLC | (14) | Carrboro, NC | ||||||||||||||||||
| Term<br> Loan (SBIC II) | (9)(35) | First Lien | 3M L+6.25% | 1.00 | % | 7.25 | % | 3/2/2021 | 3/2/2026 | Software | $ | 10,000,000 | 9,802,687 | 9,802,687 | 3.59 | % | ||||
| TradePending<br> Holdings, LLC Series A Units | (4) | Equity | 3/2/2021 | 750,000<br> units | 750,000 | 750,000 | 0.27 | % | ||||||||||||
| Total | $ | 10,552,687 | $ | 10,552,687 | 3.86 | % |
12
StellusCapital Investment Corporation
ConsolidatedSchedule of Investments
March 31, 2021
(unaudited)
| U.S. Auto Sales, Inc. et al | Lawrenceville,<br> GA | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| USASF<br> Blocker II, LLC Common Units | (4)(5) | Equity | 6/8/2015 | Finance | 441 units | 441,000 | 650,000 | 0.24 | % | ||||||||||
| USASF<br> Blocker III, LLC Series C Preferred Units | (4)(5) | Equity | 2/13/2018 | 125 units | 125,000 | 180,000 | 0.07 | % | |||||||||||
| USASF<br> Blocker IV, LLC Units | (4)(5) | Equity | 5/27/2020 | 110 units | 110,000 | 160,000 | 0.06 | % | |||||||||||
| USASF<br> Blocker LLC Common Units | (4)(5) | Equity | 6/8/2015 | 9,000<br> units | 9,000 | 10,000 | 0.00 | % | |||||||||||
| Total | $ | 685,000 | $ | 1,000,000 | 0.37 | % | |||||||||||||
| Venbrook Buyer, LLC | Los Angeles, CA | ||||||||||||||||||
| Term<br> Loan (SBIC) | (2)(35) | First Lien | 3M L+6.50% | 1.50 | % | 8.00 | % | 3/13/2020 | 3/13/2026 | Services: Business | $ | 13,051,500 | 12,827,765 | 12,920,985 | 4.73 | % | |||
| Term<br> Loan | (35) | First Lien | 3M L+6.50% | 1.50 | % | 8.00 | % | 3/13/2020 | 3/13/2026 | $ | 148,500 | 145,954 | 147,015 | 0.05 | % | ||||
| Revolver | (35) | First Lien | 3M L+6.50% | 1.50 | % | 8.00 | % | 3/13/2020 | 3/13/2026 | $ | 2,222,222 | 2,222,222 | 2,200,000 | 0.80 | % | ||||
| Delayed<br> Draw Term Loan | (19)(35) | First Lien | 3M L+6.50% | 1.50 | % | 8.00 | % | 3/13/2020 | 3/13/2026 | $ | 1,330,000 | 1,317,212 | 1,316,700 | 0.48 | % | ||||
| Venbrook<br> Holdings, LLC Common Units | (4) | Equity | 3/13/2020 | 534,959<br> shares | 531,463 | 670,000 | 0.25 | % | |||||||||||
| Total | $ | 17,044,616 | $ | 17,254,700 | 6.31 | % | |||||||||||||
| Vortex Companies, LLC | Houston, TX | ||||||||||||||||||
| Term<br> Loan (SBIC II) | (9)(35) | Second Lien | 3M+9.50% | 1.00 | % | 10.50 | % | 12/21/2020 | 6/21/2026 | Environmental Industries | $ | 10,000,000 | 9,806,721 | 9,800,000 | 3.58 | % | |||
| VRI Ultimate Holdings, LLC | Franklin, OH | ||||||||||||||||||
| Class<br> A Preferred Units | (4) | Equity | 5/31/2017 | Healthcare & Pharmaceuticals | 326,797 shares | 500,000 | 600,000 | 0.22 | % | ||||||||||
| Whisps Acquisiton Corp. | Elgin, IL | ||||||||||||||||||
| Term<br> Loan | (35) | First Lien | 6M L+6.00% | 1.00 | % | 7.00 | % | 4/26/2019 | 4/18/2025 | Beverage, Food, & Tobacco | $ | 7,790,152 | 7,688,219 | 7,790,152 | 2.85 | % | |||
| Whisps<br> Holdings LP Class A Common Units | (4) | Equity | 4/18/2019 | 500,000<br> shares | 500,000 | 720,000 | 0.26 | % | |||||||||||
| Total | $ | 8,188,219 | $ | 8,510,152 | 3.11 | % | |||||||||||||
| Wise Parent Company, LLC | Salt Lake City, UT | ||||||||||||||||||
| Membership<br> Units | (4) | Equity | 8/27/2018 | Beverage, Food, & Tobacco | 6 units | 0 | 760,000 | 0.28 | % | ||||||||||
| Total Non-controlled, non-affiliated investments | $ | 719,546,960 | $ | 714,464,472 | 261.30 | % | |||||||||||||
| Net Investments | $ | 719,546,960 | $ | 714,464,472 | 261.30 | % | |||||||||||||
| LIABILITIES IN EXCESS OF OTHER ASSETS | $ | (441,035,587 | ) | (161.30 | )% | ||||||||||||||
| NET ASSETS | $ | 273,428,885 | 100.00 | % | |||||||||||||||
| (1) | See<br> Note 1 of the Notes to the Consolidated Financial Statements for a discussion of the methodologies used to value securities in the<br> portfolio. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (2) | Investments<br> held by the SBIC subsidiary (as defined in Note 1), which include $24,989,773 of cash and $219,097,734 of investments (at cost),<br> are excluded from the obligations to the lenders of the Credit Facility (as defined in Note 9). Stellus Capital Investment Corporation’s<br> (the “Company”) obligations to the lenders of the Credit Facility are secured by a first priority security interest in all investments<br> and cash and cash equivalents, except for cash and investments held by the SBIC subsidiaries (as defined in Note 1). | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (3) | Excluded<br> from the investment is an undrawn revolver commitment in an amount not to exceed $1,350,000, with an interest rate of LIBOR plus<br> 6.00% and a maturity of January 31, 2025. This investment is accruing an unused commitment fee of 0.50% per annum. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (4) | Security<br> is non-income producing. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (5) | The<br> investment is not a “qualifying asset” under the Investment Company Act of 1940,<br> as amended. The Company may not acquire any non-qualifying assets unless, at the time of<br> the acquisition, qualifying assets represent at least 70% of the Company’s total assets.<br> Qualifying assets represent approximately 90% of the Company’s total assets as of March<br> 31, 2021. |
13
StellusCapital Investment Corporation
ConsolidatedSchedule of Investments
March 31, 2021
(unaudited)
| (6) | Represents<br> 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<br> interest shown is the maximum PIK interest that can be elected by the issuer. |
|---|---|
| (7) | Excluded<br> from the investment is an undrawn revolver commitment in an amount not to exceed $1,331,461, with an interest rate of LIBOR plus<br> 6.00% and a maturity of January 7, 2025. This investment is accruing an unused commitment fee of 0.50% per annum. |
| --- | --- |
| (8) | Excluded<br> 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%<br> and a maturity of November 20, 2026. This investment is accruing an unused commitment fee of 0.50% per annum. |
| --- | --- |
| (9) | Investments<br> held by the SBIC II subsidiary (as defined in Note 1), which include $2,751,072 of cash and $90,688,122 of investments (at cost),<br> are excluded from the obligations to the lenders of the Credit Facility. The Company’s obligations to the lenders of the Credit<br> Facility are secured by a first priority security interest in all investments and cash and cash equivalents, except for cash and<br> investments held by the SBIC subsidiaries. |
| --- | --- |
| (10) | Excluded<br> 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%<br> and a maturity of November 1, 2025. This investment is accruing an unused commitment fee of 0.50% per annum. |
| (11) | Excluded<br> from the investment is an undrawn revolver commitment in an amount not to exceed $746,948,<br> with an interest rate of LIBOR plus 5.75% and a maturity of July 1, 2024. This investment<br> is accruing an unused commitment fee of 0.50% per annum. |
| (12) | These<br> loans have LIBOR floors which are lower than the applicable LIBOR rates; therefore, the floors are not in effect. |
| (13) | These<br> 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<br>6.25% and a maturity of March 2, 2026. This investment is accruing an unused commitment fee of 0.50% per annum. |
| (15) | Investment<br> has been on non-accrual since October 31, 2017. |
| (16) | Excluded<br> from the investment is an undrawn revolver commitment in an amount not to exceed $1,000,000, with an interest rate of LIBOR plus<br> 6.75% and a maturity of February 5, 2023. This investment is accruing an unused commitment fee of 0.50% per annum. |
| (17) | Excluded<br> 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%<br> and a maturity of June 29, 2022. This investment is accruing an unused commitment fee of 0.50% per annum. |
| (18) | Excluded<br> 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%<br> and a maturity of April 13, 2023. The Company has full discretion to fund the revolver commitment. |
| (19) | Excluded<br> from the investment is an undrawn delayed draw term loan commitment in an amount not to exceed $3,111,111, with an interest rate<br> 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<br> 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%<br> and a maturity of March 5, 2026. This investment is accruing an unused commitment fee of 0.50% per annum. |
| (21) | Excluded<br> 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%<br> and a maturity of December 21, 2025. This investment is accruing an unused commitment fee of 0.50% per annum. |
| (22) | This<br> loan is a unitranche investment. |
| (23) | Excluded<br> 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%<br> and a maturity of February 8, 2024. This investment is accruing an unused commitment fee of 0.50% per annum. |
| (24) | Excluded<br> 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%<br> and a maturity of November 15, 2023. This investment is accruing an unused commitment fee of 0.50% per annum. |
14
StellusCapital Investment Corporation
ConsolidatedSchedule of Investments
March 31, 2021
(unaudited)
| (25) | Excluded<br> from the investment is an undrawn delayed draw term loan commitment in an amount not to exceed $4,000,000, with an interest rate of<br> LIBOR plus 5.75% and a maturity of February 8, 2024. The Company has full discretion to fund the delayed draw term loan<br> commitment. |
|---|---|
| (26) | Investment<br> has been on non-accrual since June 28, 2019. |
| (27) | Maturity<br> date is under ongoing negotiations with portfolio company and other lenders. |
| --- | --- |
| (28) | Excluded<br> from the investment is an undrawn revolver commitment in an amount not to exceed $1,420,455,<br> with an interest rate of LIBOR plus 6.50% and a maturity of August 28, 2025. This investment<br> is accruing an unused commitment fee of 0.50% per annum. |
| (29) | These<br> loans are last-out term loans with contractual rates lower than the applicable LIBOR rates; therefore, the floors are in effect. |
| (30) | Excluded<br> from the investment is an undrawn delayed draw term loan commitment in an amount not to exceed $2,767,584, with an interest rate<br> 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<br> from the investment is an undrawn revolver commitment in an amount not to exceed $1,875,000, with an interest rate of LIBOR plus<br> 5.75% and a maturity of September 30, 2024. This investment is accruing an unused commitment fee of 0.50% per annum. |
| (32) | Excluded<br> from the investment is an undrawn revolver commitment in an amount not to exceed $1,763,033, with an interest rate of LIBOR plus<br> 6.25% and a maturity of August 30, 2024. This investment is accruing an unused commitment fee of 0.50% per annum. |
| (33) | Investment<br> has been on non-accrual since January 1, 2020. |
| (34) | Excluded<br> from the investment is an undrawn revolver commitment in an amount not to exceed $1,643,939, with an interest rate of LIBOR plus<br> 5.75% and a maturity of October 2, 2024. This investment is accruing an unused commitment fee of 0.50% per annum. |
| (35) | These<br> loans have LIBOR floors which are higher than the current applicable LIBOR rates; therefore, the floors are in effect. |
| (36) | Excluded<br> from the investment is an undrawn revolver commitment in an amount not to exceed $100,000,<br> with an interest rate of LIBOR plus 8.50% and a maturity of July 31, 2025. This investment<br> is accruing an unused commitment fee of 0.50% per annum. This undrawn revolver commitment<br> is held by SBIC I. |
| (37) | Excluded<br> from the investment is an undrawn revolver commitment in an amount not to exceed $100,000,<br> with an interest rate of LIBOR plus 6.75% and a maturity of August 30, 2024. This investment<br> is accruing an unused commitment fee of 0.50% per annum. |
| (38) | Instrument<br> was restructured into a first lien term loan and preferred equity on April 3, 2020. |
| (39) | Excluded<br> 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%<br> and a maturity of February 19, 2026. This investment is accruing an unused commitment fee of 0.50% per annum. |
| (40) | Investment<br> has been on non-accrual since December 31, 2020. |
| (41) | Investment<br> has been on non-accrual since January 1, 2021. |
| (42) | Excluded<br> from the investment is an undrawn revolver commitment in an amount not to exceed $86,771, with an interest rate of LIBOR plus 6.00%<br> and a maturity of March 2, 2026. This investment is accruing an unused commitment fee of 0.50% per annum. |
AbbreviationLegend
PIK — Payment-In-Kind
L — LIBOR
Euro — Euro Dollar
15
StellusCapital Investment Corporation Consolidated Schedule of InvestmentsDecember 31, 2020
| Investments | Footnotes | Security | Coupon | LIBOR<br> <br> floor | Cash | PIK | Investment<br> <br>Date | Maturity | Headquarters/<br><br> Industry | Principal<br> Amount/ Shares | Fair Value^(1)^ | %<br> of <br> Net <br> Assets | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-controlled,<br> non-affiliated investments | ^(2)(9)^ | |||||||||||||||||||||
| Adams<br> Publishing Group, LLC | ^^ | Greenville,<br> TN | ||||||||||||||||||||
| Term<br> Loan | ^(35)^ | First<br> Lien | 1M<br><br>L+7.00% | 1.75 | % | 8.75 | % | 8/3/2018 | 6/30/2023 | Media:<br> Advertising, Printing & Publishing | 4,990,080 | 4,962,046 | 4,990,080 | 1.83 | % | |||||||
| Delayed<br> Draw Term Loan | ^(35)^ | First<br> Lien | 1M<br><br>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<br> Barrier Extrusions, LLC | ^^ | Rhinelander,<br> WI | ||||||||||||||||||||
| Term<br> Loan(SBIC) | ^(2)(35)^ | First<br> Lien | 1M<br><br>L+6.50% | 1.00 | % | 7.50 | % | 11/30/2020 | 11/30/2026 | Containers,<br> Packaging & Glass | 17,500,000 | 17,153,813 | 17,150,000 | 6.27 | % | |||||||
| GP<br> ABX Holdings Partnership, L.P.<br><br>Common<br> Stock | ^(4)^ | Equity | 8/8/2018 | 644,737<br> units | 700,000 | 740,000 | 0.27 | % | ||||||||||||||
| Total | ^^ | 17,853,813 | $ | 17,890,000 | 6.54 | % | ||||||||||||||||
| APE<br> Holdings, LLC | ^^ | Deer<br> Park, TX | ||||||||||||||||||||
| Class<br> A Common<br><br>Units | ^(4)^ | Equity | 9/5/2014 | Chemicals,<br> Plastics, & Rubber | 375,000<br> units | 375,000 | 80,000 | 0.03 | % | |||||||||||||
| Atmosphere<br> Aggregator Holdings II, LP | ^^ | Atlanta,<br> GA | ||||||||||||||||||||
| Common<br> Units | ^(4)^ | Equity | 1/26/2016 | Services:<br> Business | 254,250<br> units | 0 | 1,350,000 | 0.49 | % | |||||||||||||
| Stratose<br> Aggregator Holdings, LP<br><br>Common Units | ^(4)^ | Equity | 6/30/2015 | 750,000<br> units | 0 | 3,970,000 | 1.45 | % | ||||||||||||||
| Total | ^^ | 0 | $ | 5,320,000 | 1.94 | % | ||||||||||||||||
| ASC<br> Communications, LLC | ^(17)^ | Chicago,<br> IL | ||||||||||||||||||||
| Term<br> Loan (SBIC) | ^(2)(35)^ | First<br> Lien | 1M<br><br>L+5.00% | 1.00 | % | 6.00 | % | 6/29/2017 | 6/29/2023 | Healthcare<br> & Pharmaceuticals | 4,058,642 | 4,044,314 | 3,896,296 | 1.43 | % | |||||||
| Term<br> Loan | ^(35)^ | First<br> Lien | 1M<br><br>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<br> Communications Holdings, LLC Class A Preferred Units (SBIC) | ^(2)(4)^ | Equity | 6/29/2017 | 73,529<br> shares | 58,828 | 330,000 | 0.12 | % | ||||||||||||||
| Total | ^^ | 10,950,533 | $ | 10,850,000 | 3.97 | % | ||||||||||||||||
| BFC<br> Solmetex, LLC | ^^ | Nashville,<br> TN | ||||||||||||||||||||
| Revolver | ^(35)^ | First<br> Lien | 3M<br><br>L+8.50% | 1.00 | % | 9.50 | % | 4/2/2018 | 9/26/2023 | Environmental<br> Industries | 2,139,364 | 2,139,364 | 2,139,364 | 0.78 | % | |||||||
| Term<br> Loan (SBIC) | ^(2)(35)^ | First<br> Lien | 3M<br><br>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<br> Filter Co. LLC, Term Loan(SBIC) | ^(2)(35)^ | First<br> Lien | 3M<br><br>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<br> DME Acquisition, LLC | ^^ | Tempe,<br> AZ | ||||||||||||||||||||
| Term<br> Loan (SBIC) | ^(2)(13)(22)^ | First<br> Lien | 3M<br><br>L+6.00% | 1.00 | % | 8.58 | % | 8/24/2017 | 8/24/2022 | Healthcare<br> & Pharmaceuticals | 16,695,804 | 16,496,876 | 16,695,804 | 6.11 | % | |||||||
| BW<br> 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<br> DME Holdings, LLC Class A-1 Preferred<br> Units | ^(4)^ | Equity | 8/24/2017 | 1,000,000<br> shares | 1,000,000 | 1,500,000 | 0.55 | % | ||||||||||||||
| BW<br> DME Holdings, LLC Class A-2 Preferred<br> Units | ^(4)^ | Equity | 1/26/2018 | 937,261<br> shares | 937,261 | 1,410,000 | 0.52 | % | ||||||||||||||
| Total | ^^ | 18,825,200 | $ | 19,996,867 | 7.32 | % | ||||||||||||||||
| Café<br> Valley, Inc. | ^^ | Phoenix,<br> AZ | ||||||||||||||||||||
| Term<br> Loan | ^(35)^ | First<br> Lien | 1M<br><br>L+7.00% | 1.25 | % | 8.25 | % | 8/28/2019 | 8/28/2024 | Beverage,<br> Food, & Tobacco | 16,077,381 | 15,829,176 | 15,675,447 | 5.73 | % | |||||||
| CF<br> Topco LLC, Common Units | ^(4)^ | Equity | 8/28/2019 | 9,160<br> shares | 916,015 | 720,000 | 0.26 | % | ||||||||||||||
| Total | ^^ | 16,745,191 | $ | 16,395,447 | 5.99 | % | ||||||||||||||||
| Colford<br> Capital Holdings, LLC | ^^ | New<br> York, NY | ||||||||||||||||||||
| Preferred<br> Units | ^(4)(5)^ | Equity | 8/20/2015 | Finance | 38,893<br> units | 195,036 | 20,000 | 0.01 | % | |||||||||||||
| CommentSold,<br> LLC | ^(8)^ | Huntsville,<br> AL | ||||||||||||||||||||
| Term<br> Loan (SBIC) | ^(2)(35)^ | First<br> Lien | 1M<br> L+6.00% | 1.00 | % | 7.00 | % | 11/20/2020 | 11/20/2026 | High<br> Tech Industries | 12,500,000 | 12,252,768 | 12,252,768 | 4.48 | % |
All values are in US Dollars.
16
StellusCapital Investment Corporation Consolidated Schedule of InvestmentsDecember 31, 2020
| Investments | Footnotes | Security | Coupon | LIBOR <br><br> floor | Cash | PIK | Investment<br>Date | Maturity | Headquarters/<br><br> Industry | Principal <br><br> Amount/<br><br> Shares | Amortized Cost | Fair Value^(1)^ | % of <br><br> Net <br><br> Assets | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CompleteCase, LLC | ^(21)^ | Seattle, WA | ||||||||||||||||||
| Term<br> Loan (SBIC II) | ^(9)(35)^ | First Lien | 3M<br><br> L+6.50% | 1.00 | % | 7.50 | % | 12/21/2020 | 12/21/2025 | Services:<br> Consumer | $ | 11,478,261 | 11,248,696 | 11,248,696 | 4.11 | % | ||||
| Revolver | ^(35)^ | First Lien | 3M<br><br> L+6.50% | 1.00 | % | 7.50 | % | 12/21/2020 | 12/21/2025 | $ | 33,333 | 33,333 | 32,667 | 0.01 | % | |||||
| CompleteCase<br> Holdings, Inc. Class A Common Units (SBIC II) | ^(4)(9)^ | Equity | 12/21/2020 | 417 units | 5 | 0 | 0.00 | % | ||||||||||||
| CompleteCase<br> Holdings, Inc.Series A Preferred Units (SBIC II) | ^(4)(9)^ | Equity | 12/21/2020 | 522 units | 521,734 | 520,000 | 0.19 | % | ||||||||||||
| Total | $ | 11,803,768 | $ | 11,801,363 | 4.31 | % | ||||||||||||||
| Convergence Technologies, Inc. | Indianapolis, IN | |||||||||||||||||||
| Term Loan (SBIC) | ^(2)(35)^ | First Lien | 3M <br><br> L+6.75% | 1.50 | % | 8.25 | % | 8/31/2018 | 8/30/2024 | Services:<br><br> Business | $ | 6,982,143 | 6,888,406 | 6,982,143 | 2.55 | % | ||||
| Term Loan | ^(35)^ | First Lien | 3M <br><br> 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<br> Loan B (SBIC) | ^(2)(35)^ | First Lien | 3M <br><br> 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<br> Draw Term Loan | ^(35)^ | First Lien | 3M <br><br> 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<br> 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 <br><br> L+5.50% | 1.00 | % | 6.50 | % | 5/15/2019 | 5/15/2024 | Media: Advertising,<br><br> Printing & <br><br> Publishing | $ | 16,006,250 | 15,778,905 | 15,446,031 | 5.65 | % | ||||
| Health<br> 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,<br><br> Plastics, &<br><br> Rubber | 322 shares | 139,656 | 820,000 | 0.30 | % | |||||||||||
| DRS Holdings III, Inc. | ^(10)^ | St. Louis, MO | ||||||||||||||||||
| Term Loan | ^(35)^ | First Lien | 1M <br><br> L+5.75% | 1.00 | % | 6.75 | % | 11/1/2019 | 11/1/2025 | Consumer <br><br> Goods:<br><br> Durable | $ | 9,900,000 | 9,816,898 | 9,900,000 | 3.62 | % | ||||
| DTE Enterprises, LLC | ^(18)^ | Roselle, IL | ||||||||||||||||||
| Term Loan | ^(35)^ | First Lien | 6M <br><br> L+8.50% | 1.50 | % | 10.00 | % | 4/13/2018 | 4/13/2023 | Energy:<br><br> Oil & Gas | $ | 9,323,691 | 9,226,943 | 8,531,177 | 3.12 | % | ||||
| DTE<br> Holding Company, LLC Common Shares, Class A-2 | ^(4)^ | Equity | 4/13/2018 | 776,316 shares | 466,204 | 220,000 | 0.08 | % | ||||||||||||
| DTE<br> 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 <br><br> L+6.00% | 1.75 | % | 7.75 | % | 1/31/2020 | 1/31/2025 | Aerospace &<br><br> Defense | $ | 18,427,500 | 18,115,703 | 18,151,088 | 6.64 | % | ||||
| Revolver | ^(3)(35)^ | First Lien | 3 M <br><br> L+6.00% | 1.75 | % | 7.75 | % | 1/31/2020 | 1/31/2025 | $ | 450,000 | 450,000 | 443,250 | 0.16 | % | |||||
| SP<br> EA Holdings, LLC Preferred Shares, Class A | ^(4)^ | Equity | 1/31/2020 | 900,000 shares | 900,000 | 560,000 | 0.20 | % | ||||||||||||
| Total | $ | 19,465,703 | $ | 19,154,338 | 7.00 | % | ||||||||||||||
| Empirix Holdings I, Inc. | Billerica, MA | |||||||||||||||||||
| Common Shares, Class A | ^(4)^ | Equity | 11/1/2013 | Software | 1,304 shares | 1,304,232 | 1,760,000 | 0.64 | % | |||||||||||
| Common Shares, Class B | ^(4)^ | Equity | 11/1/2013 | 1,317,406 shares | 13,174 | 20,000 | 0.01 | % | ||||||||||||
| Total | $ | 1,317,406 | $ | 1,780,000 | 0.65 | % | ||||||||||||||
| Energy LabsHolding Corp. | Houston, TX | |||||||||||||||||||
| Common Stock | ^(4)^ | Equity | 9/29/2016 | Energy:<br><br> 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 <br><br> L+5.75% | 1.50 | % | 7.25 | % | 2/8/2019 | 2/8/2024 | Services:<br><br> Business | $ | 16,714,375 | 16,488,364 | 16,547,231 | 6.05 | % | ||||
| SP<br> 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,<br><br> Gaming, &<br><br> Leisure | 118 shares | 0 | 10,000 | 0.00 | % | |||||||||||
| Class B Common Units | ^(4)^ | Equity | 12/30/2014 | 3,017 shares | 0 | 0 | 0.00 | % | ||||||||||||
| Total | $ | 0 | $ | 10,000 | 0.00 | % |
17
StellusCapital Investment Corporation Consolidated Schedule of InvestmentsDecember 31, 2020
| Investments | Footnotes | Security | Coupon | LIBOR<br> <br> floor | Cash | PIK | Investment<br> <br> Date | Maturity | Headquarters/<br><br> Industry | Principal<br> <br> Amount/<br> Shares | Amortized<br> Cost | Fair Value^(1)^ | %<br> of <br> Net <br> Assets | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fast<br> Growing Trees, LLC | ^(16)^ | Fort<br> Mill, SC | ||||||||||||||||||
| Term<br> Loan (SBIC) | ^(2)(35)^ | First<br> Lien | 3M<br> <br> 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<br> FGT Holdings, LLC, Class A Common | ^(4)^ | Equity | 2/5/2018 | 1,000,000<br> shares | 983,851 | 3,140,000 | 1.15 | % | ||||||||||||
| Total | ^^ | $ | 15,834,471 | $ | 18,132,490 | 6.63 | % | |||||||||||||
| FB<br> Topco, Inc. | ^^ | Camden,<br> NJ | ||||||||||||||||||
| Term<br> Loan | ^(13)(22)^ | First<br> Lien | 6M<br> <br> 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<br> Draw Term Loan | ^(13)(22)^ | First<br> Lien | 6M<br><br> 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<br> Holdings, Inc. | ^^ | Cary,<br> NC | ||||||||||||||||||
| Term<br> Loan | ^(33)(35)^ | Second<br> Lien | 3M<br> <br> 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<br> LED OPCO, LLC | ^^ | San<br> Antonio, TX | ||||||||||||||||||
| Term<br> Loan | ^(35)^ | Second<br> <br> Lien | 3M<br> <br> L+9.00% | 1.50 | % | 10.50 | % | 5/1/2018 | 11/1/2023 | Services:<br><br> Business | $ | 4,500,000 | 4,447,700 | 3,690,000 | 1.35 | % | ||||
| GS<br> HVAM Intermediate, LLC | ^(34)^ | Carlsbad,<br> CA | ||||||||||||||||||
| Term<br> Loan | ^(35)^ | First<br> Lien | 1M<br> <br> L+5.75% | 1.00 | % | 6.75 | % | 10/18/2019 | 10/2/2024 | Beverage,<br><br> Food, &<br> Tobacco | $ | 12,895,506 | 12,792,753 | 12,895,506 | 4.72 | % | ||||
| HV<br> GS Acquisition, LP Class A Interests | ^(4)^ | Equity | 6/29/2018 | 1,796<br> shares | 1,618,844 | 2,460,000 | 0.90 | % | ||||||||||||
| Total | ^^ | $ | 14,411,597 | $ | 15,355,506 | 5.62 | % | |||||||||||||
| Grupo<br> HIMA San Pablo, Inc., et al | ^^ | San<br> Juan, PR | ||||||||||||||||||
| Term<br> Loan | ^(27)(35)^ | First<br> Lien | 3M<br> <br> L+7.00% | 1.50 | % | 8.50 | % | 2/1/2013 | 1/31/2018 | Healthcare<br> &<br> Pharmaceuticals | $ | 4,503,720 | 4,503,720 | 2,589,639 | 0.95 | % | ||||
| Term<br> Loan | ^(15)(27)^ | Second<br> 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<br> Holdings, LLC | ^^ | Cleveland,<br> OH | ||||||||||||||||||
| Series<br> A Preferred | ^(4)^ | Equity | 1/31/2018 | Services:<br><br> Business | 750,000<br> shares | 750,000 | 3,160,000 | 1.16 | % | |||||||||||
| Ian,<br> Evan & Alexander Corporation | ^(36)^ | Reston,<br> VA | ||||||||||||||||||
| Term<br> Loan (SBIC) | ^(2)(35)^ | First<br> Lien | 3M<br> <br> L+8.50% | 1.00 | % | 9.50 | % | 7/31/2020 | 7/31/2025 | Services:<br><br> Business | $ | 7,140,425 | 7,005,287 | 7,069,020 | 2.59 | % | ||||
| EC<br> Defense Holding, Class B Units (SBIC) | ^(2)(4)^ | Equity | 7/31/2020 | 20,054<br> shares | 500,000 | 690,000 | 0.25 | % | ||||||||||||
| Total | ^^ | $ | 7,505,287 | $ | 7,759,020 | 2.84 | % | |||||||||||||
| ICD<br> Holdings, LLC | ^^ | San<br> Francisco, CA | ||||||||||||||||||
| Class<br> A Preferred | ^(4)(5)^ | Equity | 1/1/2018 | 9,962<br> shares | 474,182 | 2,090,000 | 0.76 | % | ||||||||||||
| Industry<br> Dive, Inc. | ^^ | Washington,<br><br> D.C. | ||||||||||||||||||
| Term<br> Loan (SBIC) | ^(2)(35)^ | First<br> Lien | 1M<br> <br> L+6.75% | 1.00 | % | 7.75 | % | 7/17/2020 | 8/30/2024 | Services:<br><br> Business | $ | 7,015,841 | 6,887,907 | 6,980,762 | 2.55 | % | ||||
| Revolver | ^(35)(37)^ | First<br> Lien | 1M<br> <br> 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<br> Oncology Network, LLC | ^(30)^ | Newport<br> Beach,<br> CA | ||||||||||||||||||
| Term<br> Loan | ^(35)^ | First<br> Lien | 3M<br> <br> L+5.50% | 1.50 | % | 7.00 | % | 7/17/2019 | 6/24/2024 | Healthcare<br> &<br> Pharmaceuticals | $ | 16,470,413 | 16,227,281 | 16,470,413 | 6.03 | % | ||||
| Revolver | ^(35)^ | First<br> Lien | 3M<br> <br> 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<br> Waste Services, Inc. | ^^ | Amsterdam,<br> OH | ||||||||||||||||||
| Common<br> Units | ^(4)^ | Equity | 10/30/2015 | Environmental<br> <br> Industries | 21,925<br> shares | 946,125 | 370,000 | 0.14 | % | |||||||||||
| Intuitive<br> Health, LLC | ^^ | Plano,<br> TX | ||||||||||||||||||
| Term<br> Loan (SBIC II) | ^(9)(35)^ | First<br> Lien | 3M<br> <br> L+6.00% | 1.50 | % | 7.50 | % | 10/18/2019 | 10/18/2024 | Healthcare<br> &<br> Pharmaceuticals | $ | 5,940,000 | 5,844,850 | 5,940,000 | 2.17 | % | ||||
| Term<br> Loan | ^(35)^ | First<br> Lien | 3M<br><br> 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<br> Parent, Inc. Class A Common Units | ^(4)^ | Equity | 10/30/2020 | 58<br> shares | 125,000 | 130,000 | ||||||||||||||
| Total | ^^ | $ | 17,172,479 | $ | 17,455,000 | 6.33 | % | |||||||||||||
| Invincible<br> Boat Company, LLC | ^(28)^ | Opa<br> Locka, FL | ||||||||||||||||||
| Term<br> Loan (SBIC II) | ^(9)(35)^ | First<br> Lien | 3M<br> L+6.50% | 1.50 | % | 8.00 | % | 8/28/2019 | 8/28/2025 | Consumer Goods: Durable | $ | 5,469,818 | 5,380,207 | 5,469,818 | 2.00 | % |
18
Stellus CapitalInvestment Corporation Consolidated Schedule of InvestmentsDecember 31, 2020
| Investments | Footnotes | Security | Coupon | LIBOR<br> <br> floor | Cash | PIK | Investment<br> <br> Date | Maturity | Headquarters/<br><br> Industry | Principal<br> <br> Amount/<br> Shares | Amortized<br> Cost | Fair Value^(1)^ | %<br> of <br> Net <br> Assets | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Term<br> Loan | ^(35)^ | First<br> Lien | 3M<br><br> 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<br> Lien | 3M<br><br> L+6.50% | 1.50 | % | 8.00 | % | 8/28/2019 | 8/28/2025 | $ | 284,091 | 284,091 | 284,091 | |||||||
| Invincible<br> Parent Holdco, LLC Class A Common Units | ^(4)^ | Equity | 8/28/2019 | 1,000,000<br> shares | 968,105 | 620,000 | 0.23 | % | ||||||||||||
| Total | $ | 12,404,739 | $ | 12,299,545 | 4.40 | % | ||||||||||||||
| J.R.<br> Watkins, LLC | San<br> Francisco,<br> CA | |||||||||||||||||||
| Term<br> Loan (SBIC) | ^(2)^ | First<br> Lien | 7.00% | 7.00 | % | 12/22/2017 | 12/22/2022 | Consumer <br><br> Goods: non-durable | $ | 12,250,000 | 12,139,807 | 12,250,000 | 4.48 | % | ||||||
| J.R.<br> Watkins Holdings, Inc. Class A Preferred | ^(4)^ | Equity | 12/22/2017 | 1,133<br> shares | 1,132,576 | 680,000 | 0.25 | % | ||||||||||||
| Total | $ | 13,272,383 | $ | 12,930,000 | 4.73 | % | ||||||||||||||
| Jurassic<br> Acquisiton Corp. | Sparks, MD | |||||||||||||||||||
| Term<br> Loan | ^(12)^ | First<br> Lien | 3M<br> <br> L+5.50% | 0.00 | % | 5.75 | % | 12/28/2018 | 11/15/2024 | Metals<br> & Mining | $ | 17,150,000 | 16,970,057 | 17,064,250 | 6.24 | % | ||||
| Kelleyamerit<br> Holdings, Inc. | Walnut<br> Creek,<br> CA | |||||||||||||||||||
| Term<br> Loan (SBIC) | ^(2)(13)(22)^ | First<br> Lien | 3M<br> <br> 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<br> Loan | ^(13)(22)^ | First<br> Lien | 3M<br> <br> 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,<br> Inc. | ^(38)^ | Dallas,<br> TX | ||||||||||||||||||
| Term<br> Loan | ^(22)(29)^ | First<br> Lien | 3M<br> <br> L+5.00% | 1.00 | % | 6.00 | % | 9/30/2016 | 8/15/2022 | Consumer<br> <br> Goods:<br> Durable | $ | 1,580,487 | 1,580,487 | 1,580,487 | 0.58 | % | ||||
| KidKraft<br> Group Holdings, LLC Preferred B Units | ^(4)^ | Equity | 4/3/2020 | 4,000,000<br> shares | 4,000,000 | 4,000,000 | 1.46 | % | ||||||||||||
| Total | $ | 5,580,487 | $ | 5,580,487 | 2.04 | % | ||||||||||||||
| Lynx<br> FBO Operating, LLC | ^(31)^ | Houston,<br> TX | ||||||||||||||||||
| Term<br> Loan | ^(35)^ | First<br> Lien | 3M<br> <br> L+5.75% | 1.50 | % | 7.25 | % | 9/30/2019 | 9/30/2024 | Aerospace<br> &<br> Defense | $ | 13,612,500 | 13,397,053 | 13,612,500 | 4.98 | % | ||||
| Lynx<br> FBO Investments, LLC Class A-1 Common Units | ^(4)^ | Equity | 9/30/2019 | 4,288<br> shares | 593,480 | 690,000 | 0.25 | % | ||||||||||||
| Total | $ | 13,990,533 | $ | 14,302,500 | 5.23 | % | ||||||||||||||
| Madison<br> Logic, Inc. | New<br> York, NY | |||||||||||||||||||
| Term<br> Loan (SBIC) | ^(2)(35)^ | First<br> Lien | 1M<br> <br> L+7.50% | 0.50 | % | 8.00 | % | 11/30/2016 | 11/30/2021 | Media:<br> Broadcasting &<br> Subscription | $ | 4,323,985 | 4,314,586 | 4,323,985 | 1.58 | % | ||||
| Madison<br> Logic Holdings, Inc.<br><br>Common<br> Stock (SBIC) | ^(2)(4)^ | Equity | 11/30/2016 | 5,000<br> shares | 50,000 | 70,000 | 0.03 | % | ||||||||||||
| Madison<br> Logic Holdings, Inc.<br><br>Series<br> A Preferred Stock (SBIC) | ^(2)(4)^ | Equity | 11/30/2016 | 4,500<br> shares | 450,000 | 670,000 | 0.25 | % | ||||||||||||
| Total | $ | 4,814,586 | $ | 5,063,985 | 1.86 | % | ||||||||||||||
| Mobile<br> Acquisition Holdings, LP | ^^ | Santa<br> Clara, CA | ||||||||||||||||||
| Class<br> A Common Units | ^(4)^ | Equity | 11/1/2016 | Software | 750<br> units | 455,385 | 2,650,000 | 0.97 | % | |||||||||||
| Munch’s<br> Supply, LLC | New<br> Lenox, IL | |||||||||||||||||||
| Term<br> Loan | ^(35)^ | First<br> Lien | 3M<br> <br> L+6.25% | 1.00 | % | 7.25 | % | 4/11/2019 | 4/11/2024 | Capital<br> <br> Equipment | $ | 7,229,111 | 7,178,680 | 7,229,111 | 2.64 | % | ||||
| Delayed<br> Draw Term Loan | ^(20)(35)^ | First<br> Lien | 3M<br> <br> L+6.25% | 1.00 | % | 7.25 | % | 4/11/2019 | 4/11/2024 | $ | 649,111 | 640,345 | 649,111 | 0.24 | % | |||||
| Cool<br> Supply Holdings, LLC Class A Common Units | ^(4)^ | Equity | 4/11/2019 | 500,000<br> units | 496,362 | 710,000 | 0.26 | % | ||||||||||||
| Total | $ | 8,315,387 | $ | 8,588,222 | 3.14 | % | ||||||||||||||
| National<br> Trench Safety, LLC, et al | Houston,<br> TX | |||||||||||||||||||
| Term<br> Loan (SBIC) | ^(2)^ | Second<br> Lien | 11.50% | 11.50 | % | 3/31/2017 | 3/31/2022 | Construction<br> & Building | $ | 10,000,000 | 9,946,055 | 10,000,000 | 3.66 | % | ||||||
| NTS<br> Investors, LP Class A Common Units | ^(4)^ | Equity | 3/31/2017 | 2,335<br> units | 500,000 | 750,000 | 0.27 | % | ||||||||||||
| Total | $ | 10,446,055 | $ | 10,750,000 | 3.93 | % | ||||||||||||||
| Naumann/Hobbs<br> Material Handling Corporation II, Inc. | ^(32)^ | Phoenix,<br> AZ | ||||||||||||||||||
| Term<br> Loan (SBIC II) | ^(9)(35)^ | First<br> Lien | 3M<br> <br> L+6.25% | 1.50 | % | 7.75 | % | 8/30/2019 | 8/30/2024 | Services:<br><br> Business | $ | 5,817,693 | 5,727,857 | 5,817,693 | 2.13 | % | ||||
| Term<br> Loan | ^(35)^ | First<br> Lien | 3M<br> <br> 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<br> NH, Inc. Common Units | ^(4)^ | Equity | 8/30/2019 | 123<br> shares | 440,758 | 570,000 | 0.21 | % | ||||||||||||
| Total | $ | 15,251,748 | $ | 15,613,286 | 5.71 | % | ||||||||||||||
| NGS<br> US Finco, LLC | Bradford,<br> PA | |||||||||||||||||||
| Term<br> Loan (SBIC) | ^(2)(35)^ | Second<br> Lien | 1M<br> <br> L+8.50% | 1.00 | % | 9.50 | % | 10/1/2018 | 4/1/2026 | Utilities:<br><br> Oil & Gas | $ | 10,000,000 | 9,884,148 | 9,900,000 | 3.62 | % |
19
**Stellus Capital Investment Corporation Consolidated Schedule of Investments December 31, 2020**
| Investments | Footnotes | Security | Coupon | LIBOR<br><br> floor | Cash | PIK | Investment<br><br> Date | Maturity | Headquarters/<br><br> Industry | Principal<br><br> Amount/<br><br> Shares | Amortized<br><br> Cost | Fair Value^(1)^ | of%<br><br> Net<br><br> Assets | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| NS412, LLC | ^^ | Dallas,<br> TX | ||||||||||||||||||
| Term<br> Loan | ^(35)^ | Second Lien | 3M<br><br>L+8.50% | 1.00 | % | 9.50 | % | 5/6/2019 | 11/6/2025 | Services:<br> Consumer | $ | 7,615,000 | 7,492,970 | 7,462,700 | 2.73 | % | ||||
| NS<br> Group Holding Company, LLC Class<br> 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<br> Machining Techniques, LLC | ^^ | Birmingham,<br> UK | ||||||||||||||||||
| Term<br> Loan | ^(5)(35)^ | Second Lien | 3M<br><br>L+9.00% | 2.00 | % | 11.00 | % | 11/5/2019 | 5/5/2026 | Aerospace<br> & Defense | $ | 11,700,000 | 11,495,790 | 11,056,500 | 4.04 | % | ||||
| Bromford<br> Industries Limited Term Loan | ^(5)(35)^ | Second Lien | 3M<br><br>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<br> Holdings, L.P. Class A Membership<br><br>Units | ^(4)(5)^ | Equity | 11/5/2019 | 1,000,000<br> shares | 1,000,000 | 300,000 | 0.11 | % | ||||||||||||
| Total | ^^ | $ | 20,159,650 | $ | 18,727,500 | 6.85 | % | |||||||||||||
| Nutritional<br> Medicinals, LLC | ^(24)^ | Centerville,<br> OH | ||||||||||||||||||
| Term<br> Loan | ^(35)^ | First Lien | 3M<br><br>L+6.00% | 1.00 | % | 7.00 | % | 11/15/2018 | 11/15/2023 | Healthcare<br> & Pharmaceuticals | $ | 13,270,451 | 13,106,025 | 13,270,451 | 4.85 | % | ||||
| Functional<br> Aggregator, LLC Common<br> 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<br> MT Aggregator Holdings, L.P. | ^^ | Oak Brook,<br> IL | ||||||||||||||||||
| Common<br> LP<br><br>Units | ^(4)^ | Equity | 3/29/2019 | Finance | 750,000<br> shares | 0 | 1,490,000 | 0.55 | % | |||||||||||
| PCS<br> Software, Inc. | ^^ | Shenandoah,<br> TX | ||||||||||||||||||
| Term<br> Loan (SBIC) | ^(2)(35)^ | First Lien | 3M<br><br>L+5.75% | 1.50 | % | 7.25 | % | 7/1/2019 | 7/1/2024 | Transportation<br> & Logistics | $ | 1,970,000 | 1,940,669 | 1,970,000 | 0.72 | % | ||||
| Term Loan | ^(35)^ | First Lien | 3M<br><br>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<br> Draw Term Loan | ^(35)^ | First Lien | 3M<br><br>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<br><br>L+5.75% | 1.50 | % | 7.25 | % | 7/1/2019 | 7/1/2024 | $ | 571,195 | 571,195 | 571,195 | 0.21 | % | |||||
| PCS<br> Software Holdings, LLC Class A Preferred<br> Units | ^(4)^ | Equity | 7/1/2019 | 325,000<br> shares | 325,000 | 330,000 | 0.12 | % | ||||||||||||
| PCS<br> Software Holdings, LLC Class<br> 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<br> Transformers, L.P. | ^^ | Franklin,<br> WI | ||||||||||||||||||
| Term<br> Loan (SBIC II) | ^(9)(35)^ | First Lien | 6M<br><br>L+6.00% | 1.50 | % | 7.50 | % | 11/22/2019 | 8/16/2024 | Capital<br> Equipment | $ | 4,937,500 | 4,868,043 | 4,937,500 | 1.81 | % | ||||
| Premiere<br> Digital Services, Inc. | ^^ | Los Angeles,<br> CA | ||||||||||||||||||
| Term<br> Loan (SBIC) | ^(2)(13)(22)^ | First Lien | 3M<br><br>L+5.50% | 1.50 | % | 8.24 | % | 10/18/2018 | 10/18/2023 | Media:<br> Broadcasting & Subscription | $ | 9,992,518 | 9,807,217 | 9,992,518 | 3.66 | % | ||||
| Term<br> Loan | ^(13)(22)^ | First Lien | 3M<br><br>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<br> Digital Holdings, Inc., Preferred<br> 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<br> America, Inc. | ^^ | Austin TX | ||||||||||||||||||
| Term<br> Loan (SBIC) | ^(2)(6)(26)(35)^ | Second Lien | 3M<br><br>L+7.75% | 1.00 | % | 0.00 | % | 8/30/2017 | 10/30/2020 | Services:<br> Consumer | $ | 17,979,749 | 17,979,749 | 2,786,861 | 1.02 | % | ||||
| Sales<br> Benchmark Index, LLC | ^(7)(14)^ | Dallas,<br> TX | ||||||||||||||||||
| Term<br> Loan | ^(35)^ | First Lien | 3M<br><br>L+6.00% | 1.75 | % | 7.75 | % | 1/7/2020 | 1/7/2025 | Services:<br> Business | $ | 14,315,976 | 14,076,964 | 14,315,976 | 5.24 | % | ||||
| SBI<br> Holdings Investments, LLC Class<br> 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<br> Financial, LLC | ^^ | Irving,<br> TX | ||||||||||||||||||
| Term<br> 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<br> Financial Group, LLC Series<br> A Preferred Units | ^(4)(5)^ | Equity | 1/31/2014 | 1,120,684<br> units | 1,162,544 | 320,000 | 0.12 | % | ||||||||||||
| ^^ | $ | 16,662,544 | $ | 14,735,000 | 5.39 | % | ||||||||||||||
| SQAD,<br> LLC | ^^ | Tarrytown,<br> NY | ||||||||||||||||||
| Term<br> Loan (SBIC) | ^(2)(35)^ | First Lien | 3M<br><br>L+6.50% | 1.00 | % | 7.50 | % | 12/22/2017 | 12/22/2022 | Media:<br> Broadcasting & Subscription | $ | 14,333,594 | 14,299,486 | 14,333,594 | 5.24 | % | ||||
| SQAD<br> Holdco, Inc. Preferred Shares,Series<br> A (SBIC) | ^(2)(4)^ | Equity | 10/31/2013 | 5,624 shares | 156,001 | 1,010,000 | 0.37 | % |
20
**Stellus Capital Investment Corporation Consolidated Schedule of Investments December 31, 2020**
| Investmest | Footnotes | Security | Coupon | LIBOR floor | Cash | PIK | Investment Date | Maturity | Headquarters/ Industry | Principal Amount/ Shares | Amortized Cost | Fair Value^(1)^ | % of Net Assets | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SQAD<br> Holdco, Inc. Common Shares (SBIC) | ^(2)(4)^ | Equity | 10/31/2013 | 5,800<br> shares | 62,485 | 120,000 | 0.04 | % | |||||||||||||
| Total | $ | 14,517,972 | $ | 15,463,594 | 5.65 | % | |||||||||||||||
| TechInsights, Inc. | Ottawa, Ontario | ||||||||||||||||||||
| Term<br> Loan | ^(5)(13)(22)^ | First<br> Lien | L+6.00% | 1.00 | % | 8.33 | % | 8/16/2017 | 10/2/2023 | High<br> Tech Industries | $ | 21,540,925 | 21,318,659 | 21,540,925 | 7.88 | % | |||||
| Time Manufacturing Acquisition, LLC | Waco,<br> TX | ||||||||||||||||||||
| Term<br> Loan | ^(6)^ | Unsecured | 11.50% | 10.75 | % | 0.75 | % | 2/3/2017 | 8/3/2023 | Capital<br> Equipment | $ | 6,385,182 | 6,321,825 | 6,385,182 | 2.34 | % | |||||
| Time<br> Manufacturing Investments, LLC<br> Class A Common Units | ^(4)^ | Equity | 2/3/2017 | 5,000<br> units | 500,000 | 770,000 | 0.28 | % | |||||||||||||
| Total | $ | 6,821,825 | $ | 7,155,182 | 2.62 | % | |||||||||||||||
| TFH Reliability, LLC | Houston,<br> TX | ||||||||||||||||||||
| Term<br> Loan (SBIC) | ^(2)(35)^ | Second<br> Lien | 3M<br><br>L+10.75% | 0.80 | % | 11.55 | % | 10/21/2016 | 9/30/2023 | Chemicals,<br> Plastics, & Rubber | $ | 5,875,000 | 5,837,336 | 5,728,125 | 2.10 | % | |||||
| TFH<br> Reliability Group, LLC Class<br> A-1 Units | ^(4)^ | Equity | 6/29/2020 | 27,129<br> shares | 21,511 | 10,000 | 0.00 | % | |||||||||||||
| TFH<br> Reliability Group, LLC Class A Common<br> Units | ^(4)^ | Equity | 10/21/2016 | 250,000<br> shares | 231,521 | 170,000 | 0.06 | % | |||||||||||||
| Total | $ | 6,090,368 | $ | 5,908,125 | 2.16 | % | |||||||||||||||
| U.S. Auto Sales, Inc. | Lawrenceville, GA | ||||||||||||||||||||
| USASF<br> Blocker II, LLC Common | ^(4)(5)^ | Equity | 6/8/2015 | Finance | 441<br> units | 441,000 | 710,000 | 0.26 | % | ||||||||||||
| USASF<br> Blocker III, LLC Series C Preferred<br> Units | ^(4)(5)^ | Equity | 2/13/2018 | 125<br> units | 125,000 | 200,000 | 0.07 | % | |||||||||||||
| USASF<br> Blocker IV, LLC Units | ^(4)(5)^ | Equity | 5/27/2020 | 110<br> units | 110,000 | 180,000 | 0.07 | % | |||||||||||||
| USASF<br> Blocker LLC Common Units | ^(4)(5)^ | Equity | 6/8/2015 | 9,000<br> units | 9,000 | 10,000 | 0.00 | % | |||||||||||||
| Total | $ | 685,000 | $ | 1,100,000 | 0.40 | % | |||||||||||||||
| Venbrook Buyer, LLC | Los<br> Angeles, CA | ||||||||||||||||||||
| Term<br> Loan (SBIC) | ^(2)(35)^ | First<br> Lien | 3M<br><br>L+6.50% | 1.50 | % | 8.00 | % | 3/13/2020 | 3/13/2026 | Services:<br> Business | $ | 13,084,458 | 12,851,226 | 12,953,614 | 4.74 | % | |||||
| Term<br> Loan | ^(35)^ | First<br> Lien | 3M<br><br>L+6.50% | 1.50 | % | 8.00 | % | 3/13/2020 | 3/13/2026 | $ | 148,875 | 146,221 | 147,386 | 0.05 | % | ||||||
| Revolver | ^(35)^ | First<br> Lien | 6M<br><br>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<br> Draw Term Loan | ^(19)(35)^ | First<br> Lien | 1M<br><br>L+6.50% | 1.50 | % | 8.00 | % | 3/13/2020 | 3/13/2026 | $ | 1,333,333 | 1,320,000 | 1,320,000 | ||||||||
| Venbrook<br> Holdings, LLC Common Units | ^(4)^ | Equity | 3/13/2020 | 534,959<br> shares | 531,463 | 480,000 | 0.18 | % | |||||||||||||
| .Total | $ | 17,071,132 | $ | 17,101,000 | 5.77 | % | |||||||||||||||
| Vortex Companies, LLC | Houston,<br> TX | ||||||||||||||||||||
| Term<br> Loan (SBIC II) | ^(9)(35)^ | Second<br> Lien | 3M<br> L+9.50% | 1.00 | % | 10.50 | % | 12/21/2020 | 6/21/2026 | Environmental<br> Industries | $ | 10,000,000 | 9,800,000 | 9,800,000 | 3.59 | % | |||||
| VRI Ultimate Holdings, LLC | Franklin,<br> OH | ||||||||||||||||||||
| Class<br> A Preferred Units | ^(4)^ | Equity | 5/31/2017 | Healthcare<br> & Pharmaceuticals | 326,797<br> shares | 500,000 | 580,000 | 0.21 | % | ||||||||||||
| Whisps Acquisiton Corp. | Elgin,<br> IL | ||||||||||||||||||||
| Whisps<br> Holding LP Class A Common<br> Units | ^(4)^ | Equity | 4/18/2019 | Beverage,<br> Food, & Tobacco | 500,000<br> shares | 500,000 | 710,000 | 0.26 | % | ||||||||||||
| Total | $ | 8,182,302 | $ | 8,501,667 | 3.11 | % | |||||||||||||||
| Wise Parent Company, LLC | Salt<br> Lake City, UT | ||||||||||||||||||||
| Membership<br><br>Units | ^(4)^ | Equity | 8/27/2018 | Beverage,<br> Food, & Tobacco | 6<br> units | 0 | 760,000 | 0.28 | % | ||||||||||||
| Total Non-controlled, non-affiliated investments | $ | 658,628,966 | $ | 653,424,495 | 239.03 | % | |||||||||||||||
| Net Investments | $ | 658,628,966 | $ | 653,424,495 | 239.03 | % | |||||||||||||||
| LIABILITIES IN EXCESS OF OTHER ASSETS | $ | (380,063,846 | (139.03 | )% | |||||||||||||||||
| NET ASSETS | $ | 273,360,649 | 100.00 | % |
21
**Stellus Capital Investment Corporation Consolidated Schedule of Investments December 31, 2020**
| (1) | See<br> Note 1 of the Notes to the Consolidated Financial Statements for a discussion of the methodologies<br> used to value securities in the portfolio. |
|---|---|
| (2) | Investments<br> held by the SBIC subsidiary (as defined in Note 1), which include $14,750,888 of cash and<br> $228,144,990 of investments (at cost), are excluded from the obligations to the lenders of<br> the Credit Facility (as defined in Note 9). Stellus Capital Investment Corporation’s<br> (“the Company”) obligations to the lenders of the Credit Facility are secured<br> by a first priority security interest in all investments and cash and cash equivalents, except<br> for cash and investments held by the SBIC subsidiaries (as defined in Note 1). |
| --- | --- |
| (3) | Excluded<br> from the investment is an undrawn revolver commitment in an amount not to exceed $2,250,000,<br> with an interest rate of LIBOR plus 6.00% and a maturity of January 31, 2025. This investment<br> is accruing an unused commitment fee of 0.50% per annum. |
| --- | --- |
| (4) | Security<br> is non-income producing. |
| --- | --- |
| (5) | The<br> investment is not a “qualifying asset” under the Investment Company Act of 1940,<br> as amended. The Company may not acquire any non-qualifying assets unless, at the time of<br> the acquisition, qualifying assets represent at least 70% of the Company’s total assets.<br> Qualifying assets represent approximately 91% of the Company’s total assets as of December<br> 31, 2020. |
| --- | --- |
| (6) | Represents<br> a PIK interest security. At the option of the issuer, interest can be paid in cash or cash<br> and PIK interest. The percentage of PIK interest shown is the maximum PIK interest that can<br> be elected by the issuer. |
| --- | --- |
| (7) | Excluded<br> from the investment is an undrawn revolver commitment in an amount not to exceed $1,331,461,<br> with an interest rate of LIBOR plus 6.00% and a maturity of January 7, 2025. This investment<br> is accruing an unused commitment fee of 0.50% per annum. |
| --- | --- |
| (8) | Excluded<br> from the investment is an undrawn revolver commitment in an amount not to exceed $100,000,<br> with an interest rate of LIBOR plus 6.00% and a maturity of November 20, 2026. This investment<br> is accruing an unused commitment fee of 0.50% per annum. |
| --- | --- |
| (9) | Investments<br> held by the SBIC II subsidiary (as defined in Note 1), which include $2,653,295 of cash and<br> $43,391,392 of investments (at cost), are excluded from the obligations to the lenders of<br> the Credit Facility. The Company’s obligations to the lenders of the Credit Facility<br> are secured by a first priority security interest in all investments and cash and cash equivalents,<br> except for cash and investments held by the SBIC subsidiaries. |
| --- | --- |
| (10) | Excluded<br> from the investment is an undrawn revolver commitment in an amount not to exceed $909,091,<br> with an interest rate of LIBOR plus 5.75% and a maturity of November 1, 2025. This investment<br> is accruing an unused commitment fee of 0.50% per annum. |
| --- | --- |
| (11) | Excluded<br> from the investment is an undrawn revolver commitment in an amount not to exceed $746,948,<br> with an interest rate of LIBOR plus 5.75% and a maturity of July 1, 2024. This investment<br> is accruing an unused commitment fee of 0.50% per annum. |
| --- | --- |
| (12) | These<br> loans have LIBOR floors which are lower than the applicable LIBOR rates; therefore, the floors<br> are not in effect. |
| --- | --- |
| (13) | These<br> loans are last-out term loans with contractual rates higher than the applicable LIBOR rates;<br> therefore, the floors are not in effect. |
| --- | --- |
| (14) | Excluded<br> from the investment is an undrawn delayed draw term loan commitment in an amount not to exceed<br> $3,328,652, with an interest rate of LIBOR plus 6.00% and a maturity of January 7, 2025.<br> This investment is accruing an unused commitment fee of 0.50% per annum. |
| --- | --- |
| (15) | Investment<br> has been on non-accrual since October 31, 2017. |
| --- | --- |
| (16) | Excluded<br> from the investment is an undrawn revolver commitment in an amount not to exceed $1,000,000,<br> with an interest rate of LIBOR plus 6.75% and a maturity of February 5, 2023. This investment<br> is accruing an unused commitment fee of 0.50% per annum. |
| --- | --- |
| (17) | Excluded<br> from the investment is an undrawn revolver commitment in an amount not to exceed $666,667,<br> with an interest rate of LIBOR plus 5.00% and a maturity of June 29, 2022. This investment<br> is accruing an unused commitment fee of 0.50% per annum. |
| --- | --- |
| (18) | Excluded<br> from the investment is an undrawn revolver commitment in an amount not to exceed $750,000,<br> with an interest rate of LIBOR plus 7.50% and a maturity of April 13, 2023. The Company has<br> full discretion to fund the revolver commitment. |
| --- | --- |
| (19) | Excluded<br> from the investment is an undrawn delayed draw term loan commitment in an amount not to exceed<br> $3,111,111, with an interest rate of LIBOR plus 6.50% and a maturity of March 13, 2026. This<br> investment is accruing an unused commitment fee of 0.50% per annum. |
| --- | --- |
| (20) | Excluded<br> from the investment is an undrawn delayed draw term loan commitment in an amount not to exceed<br> $1,511,111, with an interest rate of LIBOR plus 6.25% and a maturity of April 11, 2024. This<br> investment is accruing an unused commitment fee of 1.00% per annum |
| --- | --- |
22
**Stellus Capital Investment Corporation Consolidated Schedule of Investments December 31, 2020**
| (21) | Excluded<br> from the investment is an undrawn revolver commitment in an amount not to exceed $66,667<br> with an interest rate of LIBOR plus 6.50% and a maturity of December 21, 2025. This investment<br> is accruing an unused commitment fee of 0.50% per annum. |
|---|---|
| (22) | This<br> loan is a unitranche investment. |
| --- | --- |
| (23) | Excluded<br> from the investment is an undrawn revolver commitment in an amount not to exceed $1,500,000<br> with an interest rate of LIBOR plus 5.75% and a maturity of February 8, 2024. This investment<br> is accruing an unused commitment fee of 0.50% per annum. |
| --- | --- |
| (24) | Excluded<br> from the investment is an undrawn revolver commitment in an amount not to exceed $2,000,000<br> with an interest rate of LIBOR plus 6.00% and a maturity of November 15, 2023. This investment<br> is accruing an unused commitment fee of 0.50% per annum. |
| --- | --- |
| (25) | Excluded<br> from the investment is an undrawn delayed draw term commitment in an amount not to exceed<br> $4,000,000, with an interest rate of LIBOR plus 5.75% and a maturity of February 8, 2024.<br> The Company has full discretion to fund the delayed draw term loan commitment. |
| --- | --- |
| (26) | Investment<br> has been on non-accrual since June 28, 2019. |
| --- | --- |
| (27) | Maturity<br> date is under ongoing negotiations with portfolio company and other lenders. |
| --- | --- |
| (28) | Excluded<br> from the investment is an undrawn revolver commitment in an amount not to exceed $1,136,364,<br> with an interest rate of LIBOR plus 6.50% and a maturity of August 28, 2025. This investment<br> is accruing an unused commitment fee of 0.50% per annum. |
| --- | --- |
| (29) | These<br> loans are last-out term loans with contractual rates lower than the applicable LIBOR rates;<br> therefore, the floors are in effect. |
| --- | --- |
| (30) | Excluded<br> from the investment is an undrawn delayed draw term loan commitment in an amount not to exceed<br> $2,767,584, with an interest rate of LIBOR plus 5.50% and a maturity of June 24, 2024. This<br> investment is accruing an unused commitment fee of 1.00% per annum. |
| --- | --- |
| (31) | Excluded<br> from the investment is an undrawn revolver commitment in an amount not to exceed $1,875,000,<br> with an interest rate of LIBOR plus 5.75% and a maturity of September 30, 2024. This investment<br> is accruing an unused commitment fee of 0.50% per annum. |
| --- | --- |
| (32) | Excluded<br> from the investment is an undrawn revolver commitment in an amount not to exceed $1,763,033,<br> with an interest rate of LIBOR plus 6.25% and a maturity of August 30, 2024. This investment<br> is accruing an unused commitment fee of 0.50% per annum. |
| --- | --- |
| (33) | Investment<br> has been on non-accrual since January 1, 2020. |
| --- | --- |
| (34) | Excluded<br> from the investment is an undrawn revolver commitment in an amount not to exceed $2,651,515,<br> with an interest rate of LIBOR plus 5.75% and a maturity of October 2, 2024. This investment<br> is accruing an unused commitment fee of 0.50% per annum. |
| --- | --- |
| (35) | These<br> loans have LIBOR Floors which are higher than the current applicable LIBOR rates; therefore,<br> the floors are in effect. |
| --- | --- |
| (36) | Excluded<br> from the investment is an undrawn revolver commitment in an amount not to exceed $100,000,<br> with an interest rate of LIBOR plus 8.50% and a maturity of July 31, 2025. This investment<br> is accruing an unused commitment fee of 0.50% per annum. This undrawn revolver commitment<br> is held by SBIC I. |
| --- | --- |
| (37) | Excluded<br> from the investment is an undrawn revolver commitment in an amount not to exceed $50,000,<br> with an interest rate of LIBOR plus 6.75% and a maturity of August 30, 2024. This investment<br> is accruing an unused commitment fee of 0.50% per annum. |
| --- | --- |
| (38) | Instrument<br> was restructured into a first lien term loan and preferred equity on April 3, 2021. |
| --- | --- |
Abbreviation Legend
PIK — Payment-In-Kind
L — LIBOR
Euro — Euro Dollar
23
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
NOTE1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
Natureof 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 ServicesInvestment Companies. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes. The Company’s investment activities are managed by our investment adviser, Stellus Capital Management, LLC (“Stellus Capital” or the “Advisor”).
As of March 31, 2021, the Company had issued a total of 19,486,003 shares and raised $286,629,818 in gross proceeds since Inception, incurring $9,127,228 in offering expenses and sales load fees for net proceeds from offerings of $277,502,590. The Company’s shares are currently listed on the New York Stock Exchange under the symbol ’’SCM’’. See Note 4 for further details.
The Company has established wholly owned subsidiaries: SCIC — Consolidated Blocker 1, Inc., SCIC — ICD Blocker 1, Inc., SCIC — Invincible Blocker 1, Inc., SCIC — FBO Blocker 1, Inc., SCIC — SKP Blocker 1, Inc., SCIC — APE Blocker 1, Inc., SCIC — Venbrook Blocker 1, Inc., SCIC — CC Blocker 1, Inc., SCIC — ERC Blocker 1, Inc., and SCIC — Hollander Blocker 1, Inc., which are structured as Delaware entities, to hold equity or equity-like investments in portfolio companies organized as limited liability companies, or LLCs (or other forms of pass-through entities) (collectively, the “Taxable Subsidiaries”). The Taxable Subsidiaries are consolidated for U.S. generally accepted accounting principles (“U.S. GAAP”) reporting purposes, and the portfolio investments held by them are included in the consolidated financial statements.
On June 14, 2013, the Company formed Stellus Capital SBIC, LP (the “SBIC subsidiary”), a Delaware limited partnership, and its general partner, Stellus Capital SBIC GP, LLC, a Delaware limited liability company, as wholly owned subsidiaries of the Company. On June 20, 2014, the SBIC subsidiary received a license from the U.S. Small Business Administration (“SBA”) to operate as a Small Business Investment Company (“SBIC”) under Section 301(c) of the Small Business Investment Company Act of 1958, as amended (the “SBIC Act”). The SBIC subsidiary and its general partner are consolidated for U.S. GAAP reporting purposes, and the portfolio investments held by it are included in the consolidated financial statements.
On November 29, 2018, the Company formed Stellus Capital SBIC II, LP (the “SBIC II subsidiary”), a Delaware limited partnership. On August 14, 2019, the SBIC II subsidiary received a license from the SBA to operate as an SBIC under Section 301(c) of the SBIC Act. The SBIC II subsidiary and its general partner, Stellus Capital SBIC GP, LLC, are consolidated for U.S. GAAP reporting purposes, and the portfolio investments held by it are included in the consolidated financial statements.
The SBIC licenses allow the SBIC subsidiary and SBIC II subsidiary (together, “the SBIC subsidiaries”) to obtain leverage by issuing SBA-guaranteed debentures, subject to the issuance of a capital commitment by the SBA and other customary procedures. SBA-guaranteed debentures are non-recourse, interest only debentures with interest payable semi-annually and have a ten-year maturity. The principal amount of SBA-guaranteed debentures is not required to be paid prior to maturity but may be prepaid at any time without penalty. The interest rate of SBA-guaranteed debentures is fixed on a semi-annual basis at a market-driven spread over U.S. Treasury Notes with 10-year maturities. The SBA, as a creditor, will have a superior claim to the SBIC subsidiaries’ assets over the Company’s stockholders in the event the Company liquidates one or both of the SBIC subsidiaries or the SBA exercises its remedies under the SBA-guaranteed debentures issued by the SBIC subsidiaries upon an event of default. For the SBIC subsidiary, SBA regulations currently limit the amount that a single licensee may borrow to a maximum of $150,000,000 when it has at least $75,000,000 in regulatory capital, as such term is defined by the SBA, receives a capital commitment from the SBA and has been through an examination by the SBA subsequent to licensing. For the SBIC II subsidiary, SBA regulations limit these amounts to $175,000,000 of borrowings when it has at least $87,500,000 of regulatory capital.
24
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
As of both March 31, 2021 and December 31, 2020, the SBIC subsidiary had $75,000,000 in regulatory capital. As of March 31, 2021 and December 31, 2020, the SBIC II subsidiary had $60,000,000 and $40,000,000 in regulatory capital, respectively.
As of both March 31, 2021 and December 31, 2020, the SBIC subsidiary had $150,000,000 of SBA-guaranteed debentures outstanding. As of March 31, 2021 and December 31, 2020, the SBIC II subsidiary had $60,000,000 and $26,500,000 of SBA-guaranteed debentures outstanding, respectively. See footnote (2) of the Consolidated Schedule of Investments for additional information regarding the treatment of investments in the SBIC subsidiaries with respect to the Credit Facility (as defined in Note 9).
As a BDC, the Company is required to comply with certain regulatory requirements. On March 23, 2018, the Small Business Credit Availability Act (the “SBCAA”) was signed into law, which included various changes to regulations under the federal securities laws that impact BDCs. The SBCAA included changes to the 1940 Act to allow BDCs to decrease their asset coverage requirement to 150% from 200% under certain circumstances.
On April 4, 2018, the Company’s board of directors (the “Board”), including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) of the Board, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act. At the Company’s 2018 annual meeting of stockholders, our stockholders also approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act. As a result, the asset coverage ratio test applicable to the Company was decreased from 200% to 150%, effective June 29, 2018. The amount of leverage that we employ at any time depends on our assessment of the market and other factors at the time of any proposed borrowing. As of March 31, 2021, our asset coverage ratio was 203%.
The Company’s investment objective is to maximize the total return to its stockholders in the form of current income and capital appreciation through debt and related equity investments in middle-market companies. The Company seeks to achieve its investment objective by originating and investing primarily in private U.S. middle-market companies (typically those with $5.0 million to $50.0 million of EBITDA (earnings before interest, taxes, depreciation and amortization)) through first lien, second lien, unitranche and unsecured debt financing, with corresponding equity co-investments. The Company sources investments primarily through the extensive network of relationships that the principals of Stellus Capital have developed with financial sponsor firms, financial institutions, middle-market companies, management teams and other professional intermediaries.
Summaryof Significant Accounting Policies
Basisof Presentation
The accompanying unaudited consolidated financial statements have been prepared on the accrual basis of accounting in conformity with generally accepted accounting principles in the U.S. (“U.S. GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, certain disclosures accompanying the annual financial statements prepared in accordance with U.S. GAAP are omitted. The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.
In the opinion of management, the unaudited consolidated financial results included herein contain all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of the financial statements for the interim periods included herein. The results of operations for the three months ended March 31, 2021 and March 31, 2020 are not necessarily indicative of the operating results to be expected for the full year. Also, the unaudited consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2020.
In accordance with Regulation S-X under the Exchange Act, the Company does not consolidate portfolio company investments. The accounting records of the Company are maintained in U.S. dollars.
25
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
COVID-19Developments
On March 11, 2020, the World Health Organization declared COVID-19 a pandemic and recommended containment and mitigation measures worldwide. The COVID-19 pandemic has had a significant impact on the U.S. and global economy. Each portfolio company has been assessed on an individual basis to identify the impact of the COVID-19 pandemic on the valuation of our investments in such company. We believe that any such COVID-19 pandemic impacts have been reflected in the valuation of our investments.
The global impact of the outbreak continues to evolve, and many countries have reacted by instituting quarantines, prohibitions on travel and the closure of offices, businesses, schools, retail stores and other public venues. Businesses are also implementing similar precautionary measures. Such measures, as well as the general uncertainty surrounding the dangers and impact of the COVID-19 pandemic, have created significant disruption in supply chains and economic activity. While several countries, as well as certain states in the United States, have begun to lift public health restrictions with the view to reopening their economies, recurring COVID-19 outbreaks have led to the re-introduction of such restrictions in certain states in the United States and globally and could continue to lead to the re-introduction of such restrictions elsewhere. The Federal Food and Drug Administration authorized vaccines produced for emergency use starting in December 2020, and such vaccines have been distributed nationally; however, it remains unclear how quickly the vaccines will continue to be distributed nationwide and globally or when “herd immunity” will be achieved and the restrictions that were imposed to slow the spread of the virus will be lifted entirely. The delay in distributing the vaccines could lead people to continue to self-isolate and not participate in the economy at pre-pandemic levels for a prolonged period of time. Even after the COVID-19 pandemic subsides, the U.S. economy and most other major global economies may continue to experience a recession, and we anticipate our business and operations could be materially adversely affected by a prolonged recession in the United States and other major markets.
As COVID-19 continues to spread, the potential impacts, including a global, regional, or other economic recession, remain uncertain and difficult to assess. The extent of the impact of the COVID-19 pandemic on the financial performance of our current and future investments will depend on future developments, including the duration and spread of the virus, related advisories and restrictions, and the health of the financial markets and economy, all of which are highly uncertain and cannot be predicted. To the extent our portfolio companies are adversely impacted by the effects of the COVID-19 pandemic, it may have a material adverse impact on our future net investment income, the fair value of our portfolio investments and our financial condition.
PortfolioInvestment Classification
The Company classifies its portfolio investments in accordance with the requirements of the 1940 Act as follows: (a) “Control Investments” are defined as investments in which the Company owns more than 25% of the voting securities or has rights to maintain greater than 50% of the board representation, (b) “Affiliate Investments” are defined as investments in which the Company owns between 5% and 25% of the voting securities and does not have rights to maintain greater than 50% of the board representation, and (c) “Non-controlled, non-affiliate investments” are defined as investments that are neither Control Investments or Affiliate Investments.
Cashand Cash Equivalents
At March 31, 2021, cash balances totaling $1,170,340 exceeded FDIC insurance protection levels of $250,000 by $920,340. In addition, at March 31, 2021, the Company held $29,279,295 in cash equivalents, which are carried at cost, which approximates fair value. All of the Company’s cash deposits are held at large established high credit quality financial institutions and management believes that risk of loss associated with any uninsured balances is remote.
Cash consists of bank demand deposits. We deem certain U.S. Treasury Bills and other high-quality, short-term debt securities as cash equivalents.
FairValue Measurements
We account for substantially all of our financial instruments at fair value in accordance with ASC Topic 820 — Fair Value Measurements and Disclosures (’‘ASC Topic 820’’). ASC Topic 820 defines fair value, establishes a framework used to measure fair value, and requires disclosures for fair value measurements, including the categorization of financial instruments into a three-level hierarchy based on the transparency of valuation inputs. ASC Topic 820 requires disclosure of the fair value of financial instruments for which it is practical to estimate such value. We believe that the carrying amounts of our financial instruments such as cash, receivables and payables approximate the fair value of these items due to the short maturity of these instruments. This is considered a Level 1 valuation technique. The carrying values of our Credit Facility and SBA-guaranteed debentures approximate fair value because the interest rates adjusts to the market interest rates (Level 3 input). The carrying value of our 2026 Notes approximates fair value. See Note 6 to the consolidated financial statements for further discussion regarding the fair value measurements and hierarchy.
26
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The COVID-19 pandemic is an unprecedented circumstance that materially impacts the fair value of the Company’s investments. As a result, the fair value of the Company’s portfolio investments may be further negatively impacted after March 31, 2021, by circumstances and events that are not yet known.
The COVID-19 pandemic may impact the Company’s portfolio companies’ ability to pay their respective contractual obligations, including principal and interest due to the Company, and some portfolio companies may require interest or principal deferrals in order to fulfill short-term liquidity needs in response to COVID-19. The Company is working with each of its portfolio companies, as necessary, to help them access short-term liquidity through potential interest deferrals, funding on unused lines of credit, and other sources of liquidity. As of March 31, 2021, no such interest deferrals have been made.
Consolidation
As permitted under Regulation S-X under the Exchange Act and ASC Topic 946, we generally do not consolidate our investment in a portfolio company other than an investment company subsidiary. Accordingly, we consolidated the results of the SBIC subsidiaries and the Taxable Subsidiaries. All intercompany balances have been eliminated upon consolidation.
Useof Estimates
The preparation of the consolidated statement of assets and liabilities in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially.
DeferredFinancing Costs
Deferred financing costs, prepaid loan fees on SBA-guaranteed debentures and prepaid loan structure fees consist of fees and expenses paid in connection with the closing and maintenance of our Credit Facility, 2022 Notes, 2026 Notes and SBA-guaranteed debentures and are capitalized at the time of payment. These costs are amortized using the straight line method over the term of the respective instrument and presented as an offset to the corresponding debt on the Consolidated Statement of Assets and Liabilities.
OfferingCosts
Deferred offering costs consist of fees and expenses incurred in connection with the offer and sale of the Company’s common stock, including legal, accounting, printing fees and other related expenses, as well as costs incurred in connection with the filing of a shelf registration statement. These costs are capitalized when incurred and recognized as a reduction of offering proceeds when the offering is consummated and shown on the Consolidated Statement of Changes in Net Assets and Liabilities as a reduction to Paid-in-Capital.
Investments
As a BDC, the Company will generally invest in illiquid loans and securities including debt and equity securities of private middle-market companies. Under procedures established by our Board, the Company intends to value investments for which market quotations are readily available at such market quotations. The Company will obtain these market values from an independent pricing service or at the median between the bid and ask prices obtained from at least two brokers or dealers (if available, otherwise by a principal market maker or a primary market dealer). Debt and equity securities that are not publicly traded or whose market prices are not readily available will be valued at fair value as determined in good faith by our Board. Such determination of fair values may involve subjective judgments and estimates. The Company also engages independent valuation providers to review the valuation of each portfolio investment that does not have a readily available market quotation at least twice annually.
27
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
Investments purchased within approximately 90 days of the valuation date will typically be valued at cost plus accreted discount, or minus amortized premium, which approximates fair value. With respect to unquoted securities, our Board will value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Board will use the pricing indicated by the external event to corroborate and/or assist us in our valuation. Because the Company expects that there will not be a readily available market for many of the investments in our portfolio, the Company expects to value most of our portfolio investments at fair value as determined in good faith by the Board using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.
In following these approaches, the types of factors that will be taken into account in fair value pricing investments will include, as relevant, but not be limited to:
| • | available<br> current market data, including relevant and applicable market trading and transaction comparables; |
|---|---|
| • | applicable<br> market yields and multiples; |
| --- | --- |
| • | security<br> covenants; |
| --- | --- |
| • | call<br> protection provisions; |
| --- | --- |
| • | information<br> rights; |
| --- | --- |
| • | the<br> nature and realizable value of any collateral; |
| --- | --- |
| • | the<br> portfolio company’s ability to make payments, its earnings and discounted cash flows<br> and the markets in which it does business; |
| --- | --- |
| • | comparisons<br> of financial ratios of peer companies that are public; |
| --- | --- |
| • | comparable<br> merger and acquisition transactions; and |
| --- | --- |
| • | the<br> principal market and enterprise values. |
| --- | --- |
RevenueRecognition
We record interest income on an accrual basis to the extent such interest is deemed collectible. Payment-in-kind (“PIK”) interest, represents contractual interest accrued and added to the loan balance that generally becomes due at maturity. We will not accrue any form of interest on loans and debt securities if we have reason to doubt our ability to collect such interest. Loan origination fees, original issue discount and market discount or premium are capitalized, and we then accrete or amortize such amounts using the effective interest method as interest income. Upon the prepayment of a loan or debt security, any unamortized loan origination fee is recorded as interest income. We record prepayment premiums on loans and debt securities as other income. Dividend income, if any, will be recognized on the declaration date.
28
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
A presentation of the interest income we have received from portfolio companies for the quarters ended March 31, 2021 and 2020 is as follows:
| For the<br> three months ended | ||||
|---|---|---|---|---|
| March 31, | March 31, | |||
| 2021 | 2020 | |||
| Loan interest | $ | 12,650,928 | $ | 13,433,074 |
| PIK income | 118,329 | 537,284 | ||
| Fee<br> amortization income^(1)^ | 577,254 | 629,718 | ||
| Fee<br> income acceleration^(2)^ | 166,266 | 249,512 | ||
| Total Interest Income | $ | 13,512,777 | $ | 14,849,588 |
| (1) | Includes<br> amortization of upfront fees on unfunded commitments. | |||
| --- | --- | |||
| (2) | Unamortized<br> loan origination fees recognized upon realization. | |||
| --- | --- |
To maintain our treatment as a RIC, substantially all of this income must be paid to stockholders in the form of distributions, even if we have not collected any cash.
Management considers portfolio specific circumstances as well as other economic factors in determining collectability. As of March 31, 2021, we had five loans on non-accrual status, which represented approximately 5.3% of our loan portfolio at cost and 1.8% at fair value. As of December 31, 2020, we had three loans on non-accrual status, which represented approximately 4.3% of our loan portfolio at cost and 1.0% at fair value. As of March 31, 2021 and December 31, 2020, $8,196,386 and $7,057,415 of income from investments on non-accrual has not been accrued. If a loan or debt security’s status significantly improves regarding the debtor’s ability to service the debt or other obligations, or if a loan or debt security is sold or written off, we remove it from non-accrual status.
NetRealized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation
We measure realized gains or losses by the difference between the net proceeds from the repayment, sale or disposition and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
InvestmentTransaction Costs
Costs that are material associated with an investment transaction, including legal expenses, are included in the cost basis of purchases and deducted from the proceeds of sales unless such costs are reimbursed by the borrower.
Receivablesand Payables for Unsettled Securities Transaction
The Company records all investments on a trade date basis.
U.S.Federal Income Taxes
The Company has elected to be treated as a RIC under Subchapter M of the Code, and operates in a manner so as to qualify annually for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, among other things, the Company is required to timely distribute to its stockholders at least 90% of investment company taxable income, as defined by the Code, for each year. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. Rather, any tax liability related to income earned by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company.
29
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
To avoid a 4% U.S federal excise tax on undistributed earnings, the Company is required to distribute each calendar year the sum of (i) 98% of its ordinary income for such calendar year (ii) 98.2% of its net capital gains for the one-year period ending December 31 (iii) any income recognized, but not distributed, in preceding years and on which the Company paid no U.S. federal income tax or the Excise Tax Avoidance Requirement. For this purpose, however, any net ordinary income or capital gain net income retained by us that is subject to corporate income tax for the tax year ending in that calendar year will be considered to have been distributed by year end (or earlier if estimated taxes are paid). The Company, at its discretion, may choose not to distribute all of its taxable income for the calendar year and pay a non-deductible 4% excise tax on this income. If the Company chooses to do so, all other things being equal, this would increase expenses and reduce the amount available to be distributed to stockholders. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, the Company accrues excise taxes on estimated excess taxable income as taxable income is earned. Included in income tax expense for the three months ended March 31, 2021 is an increase of the estimated excise tax accrued relating to the year ended December 31, 2020 of $41,316, as well as a 2021 quarterly estimate of $196,645. Included in income tax expense for the three months ended March 31, 2020 is an increase of the estimated excise tax accrued relating to the year ended December 31, 2019 of $40,000, as well as a 2020 quarterly estimate of $150,000.
The Company evaluates tax positions taken or expected to be taken while preparing its tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions deemed to meet a “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the applicable period.
As of March 31, 2021 and December 31, 2020, the Company had not recorded a liability for any unrecognized tax positions. Management’s evaluation of uncertain tax positions may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof. The Company’s policy is to include interest and penalties related to income taxes, if applicable, in general and administrative expenses. Any expenses for the three months ended March 31, 2021 and 2020 were de minimis.
The Taxable Subsidiaries are direct wholly-owned subsidiaries of the Company that have elected to be taxable entities. The Taxable Subsidiaries permit the Company to hold equity investments in portfolio companies that are “pass through” entities for U.S. federal income tax purposes and continue to comply with the “source-of-income” requirements contained in RIC tax provisions of the Code. The Taxable Subsidiaries are not consolidated with the Company for U.S. Federal income tax purposes and may generate income tax expense, benefit, and the related tax assets and liabilities, as a result of their ownership of certain portfolio investments. The income tax expense, or benefit, if any, and related tax assets and liabilities are reflected in the Company’s consolidated financial statements.
The Taxable Subsidiaries use the liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, using statutory tax rates in effect for the year in which the temporary differences are expected to reverse. A valuation allowance is provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.
Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. Taxable income generally excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.
For the three months ended March 31, 2021 and 2020, the Company recorded deferred income tax (provision) benefit of ($167,804) and $28,959, respectively, related to the Taxable Subsidiaries. In addition, as of March 31, 2021 and December 31, 2020, the Company had a deferred tax liability of $527,394 and $359,590, respectively.
Earningsper Share
Basic per share calculations are computed utilizing the weighted average number of shares of common stock outstanding for the period. The Company has no common stock equivalents. As a result, there is no difference between diluted earnings per share and basic per share amounts.
30
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
PaidIn Capital
The Company records the proceeds from the sale of its common stock on a net basis to (i) capital stock and (ii) paid in capital in excess of par value, excluding all commissions and marketing support fees.
DistributableEarnings (Accumulated Undistributed Deficit)
The components that make up distributable earnings (accumulated undistributed deficit) on the Statement of Assets and Liabilities as of March 31, 2021 and December 31, 2020 are as follows:
| December 31, | |||||
|---|---|---|---|---|---|
| 2020 | |||||
| Accumulated<br> net realized loss from investments, net of cumulative dividends of 24,557,535 for both periods | (16,465,391 | ) | $ | (16,388,369 | ) |
| Net unrealized depreciation on<br> non-controlled non-affiliated investments and cash equivalents, net of provision for taxes of 527,394 and 359,590, respectively | (5,609,882 | ) | (5,564,061 | ) | |
| Accumulated<br> undistributed net investment income | 19,458,005 | 19,266,926 | |||
| Accumulated<br> undistributed deficit | (2,617,268 | ) | $ | (2,685,504 | ) |
All values are in US Dollars.
RecentlyIssued Accounting Standards
In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform. The amendments in ASU 2020-04 provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The standard is effective as of March 12, 2020 through December 31, 2022. Management is currently evaluating the impact of the optional guidance on the Company’s consolidated financial statements and disclosures. The Company did not utilize the optional expedients and exceptions provided by ASU 2020-04 during the quarter ended March 31, 2021.
From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company as of the specified effective date. We believe the impact of the recently issued standards and any that are not yet effective will not have a material impact on our consolidated financial statements upon adoption.
31
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
NOTE2 — RELATED PARTY ARRANGEMENTS
InvestmentAdvisory Agreement
The Company has entered into an investment advisory agreement with Stellus Capital pursuant to which Stellus Capital serves as its investment adviser. Pursuant to this agreement, the Company has agreed to pay to Stellus Capital an annual base management fee of 1.75% of gross assets, including assets purchased with borrowed funds or other forms of leverage and excluding cash and cash equivalents, and an incentive fee.
For the three months ended March 31, 2021 and 2020, the Company recorded an expense for base management fees of $2,963,861 and $2,719,054, respectively. As of March 31, 2021 and December 31, 2020, $1,963,861 and $2,825,322, respectively, were payable to Stellus Capital.
The incentive fee has two components, the investment income incentive fee and the capital gains incentive fee, as follows:
InvestmentIncome Incentive Fee
The investment income component (“Investment Income Incentive Fee”) is calculated, and payable to the Advisor, quarterly in arrears based on the Company’s pre-incentive fee net investment income for the immediately preceding calendar quarter, subject to a cumulative total return requirement and to deferral of non-cash amounts. The pre-incentive fee net investment income excludes items classified below the Net Investment Income line including realized and unrealized gains and losses, loss on debt extinguishment, and other capital transactions. The pre-incentive fee net investment income, which is expressed as a rate of return on the value of the Company’s net assets attributable to the Company’s common stock, for the immediately preceding calendar quarter, will have a 2.0% (which is 8.0% annualized) hurdle rate (also referred to as the “Hurdle”). Pre-incentive fee net investment income means interest income, dividend income and any other income accrued during the calendar quarter, minus the Company’s operating expenses for the quarter excluding the incentive fee. Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income that the Company has not yet received in cash. The Advisor receives no incentive fee for any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the Hurdle. Subject to the cumulative total return requirement described below, the Advisor receives 100% of the Company’s pre-incentive fee net investment income for any calendar quarter with respect to that portion of the pre-incentive net investment income for such quarter, if any, that exceeds the Hurdle but is less than 2.5% (which is 10.0% annualized) of net assets (also referred to as the “Catch-up”) and 20.0% of the Company’s pre-incentive fee net investment income for such calendar quarter, if any, greater than 2.5% (10.0% annualized) of net assets.
The foregoing Investment Income Incentive Fee is subject to a total return requirement, which provides that no Investment Income Incentive Fee in respect of the Company’s pre-incentive fee net investment income is payable except to the extent 20.0% of the cumulative net increase in net assets resulting from operations over the then current and 11 preceding calendar quarters exceeds the cumulative Investment Income Incentive Fees accrued and/or paid for the 11 preceding quarters. In other words, any Investment Income Incentive Fee that is payable in a calendar quarter is limited to the lesser of (i) 20% of the amount by which the Company’s pre-incentive fee net investment income for such calendar quarter exceeds the 2.0% hurdle, subject to the Catch-up, and (ii) (x) 20% of the cumulative net increase in net assets resulting from operations for the then current and 11 preceding quarters minus (y) the cumulative incentive fees accrued and/or paid for the 11 preceding calendar quarters. For the foregoing purpose, the “cumulative net increase in net assets resulting from operations” is the amount, if positive, of the sum of pre-incentive fee net investment income, realized gains and losses and unrealized appreciation and depreciation of the Company for the then current and 11 preceding calendar quarters. In addition, the Advisor is not paid the portion of such Investment Income Incentive Fee that is attributable to deferred interest until the Company actually receives such interest in cash.
32
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
For the three months ended March 31, 2021 and March 31, 2020, the Company incurred $0 and $1,339,637, respectively, of Investment Income Incentive Fees. As of March 31, 2021 and December 31, 2020, $122,499 and $681,660, respectively, of such Investment Income Incentive Fees were payable to the Advisor, of which $0 and $559,161, respectively, are currently payable (as explained below). As of both March 31, 2021 and December 31, 2020, $122,499 of Investment Income Incentive Fees incurred but not paid by the Company were generated from deferred interest (i.e. PIK, certain discount accretion and deferred interest) and are not payable until such amounts are received by the Company in cash.
CapitalGains Incentive Fee
The Company also pays the Advisor an incentive fee based on capital gains (the “Capital Gains Incentive Fee”). The Capital Gains Incentive Fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the investment management agreement, as of the termination date). The Capital Gains Incentive Fee is equal to 20.0% of the Company’s cumulative aggregate realized capital gains from Inception through the end of that calendar year, computed net of the cumulative aggregate realized capital losses and cumulative aggregate unrealized capital depreciation through the end of such year. The aggregate amount of any previously paid Capital Gain Incentive Fees is subtracted from such Capital Gain Incentive Fees when the Capital Gains Incentive Fee is calculated.
U.S. GAAP requires that the Capital Gains Incentive Fee accrual considers the cumulative aggregate realized gains and losses and unrealized capital appreciation or depreciation of investments or other financial instruments in the calculation, as an incentive fee would be payable if such realized gains and losses and unrealized capital appreciation or depreciation were realized, even though such realized gains and losses and unrealized capital appreciation or depreciation is not permitted to be considered in calculating the Capital Gains Incentive Fee actually payable under the investment advisory agreement. There can be no assurance that unrealized appreciation or depreciation will be realized in the future. Accordingly, such fees, as calculated and accrued, may not necessarily be payable under the investment advisory agreement, and may never be paid based upon the computation of incentive fees in subsequent periods. For the three months ended March 31, 2021 and 2020, the Company incurred (reversed) $83,281 and ($880,913), respectively, related to the Capital Gains Incentive Fee. As of March 31, 2021 and December 31, 2020, $604,302 and $521,021, respectively, of Capital Gains Incentive Fees were accrued but not currently payable to the Advisor.
The following tables summarize the components of the incentive fees discussed above:
| Three Months<br> Ended <br> March 31 | |||||
|---|---|---|---|---|---|
| 2021 | 2020 | ||||
| Investment income incentive fees incurred | $ | — | $ | 1,339,637 | |
| Capital gains incentive fee incurred<br> (reversed) | 83,281 | (880,913 | ) | ||
| Incentive Fee<br> Expense | $ | 83,281 | $ | 458,724 |
33
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
| March 31, | December 31, | |||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Investment Income Incentive Fee Currently Payable | $ | — | $ | 559,161 |
| Investment Income Incentive Fee Deferred | 122,499 | 122,499 | ||
| Capital Gains Incentive Fee Deferred | 604,302 | 521,021 | ||
| Incentive Fee Payable | $ | 726,801 | $ | 1,202,681 |
DirectorFees
For the three months ended March 31, 2021 and 2020, the Company recorded an expense relating to director fees of $91,500 and $132,250. As of both March 31, 2021 and December 31, 2020, no director fees were payable to the Company’s directors.
Co-InvestmentPursuant to SEC Order
On October 23, 2013, the Company received an exemptive order (the “Prior Order”) from the SEC to co-invest with private funds managed by Stellus Capital where doing so is consistent with the Company’s investment strategy as well as applicable law (including the terms and conditions of the exemptive order issued by the SEC). On December 18, 2018, the Company received a new exemptive order (the “Order”) that supersedes the Prior Order and permits the Company greater flexibility to enter into co-investment transactions. The Order expands on the Prior Order and allows the Company to co-invest with additional types of private funds, other BDCs, and registered investment companies managed by Stellus Capital or an adviser that is controlled, controlling, or under common control with Stellus Capital, subject to the conditions included therein. Pursuant to the Order, a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Company’s independent directors must make certain conclusions in connection with a co-investment transaction, including (1) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to the Company and its stockholders and do not involve overreaching of the Company or its stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of the Company’s stockholders and is consistent with its investment objectives and strategies. The Company co-invests, subject to the conditions in the Order, with private credit funds managed by Stellus Capital that have an investment strategy that is similar or identical to the Company’s investment strategy, and the Company may co-invest with other BDCs and registered investment companies managed by Stellus Capital or an adviser that is controlled, controlling, or under common control with Stellus Capital in the future. The Company believes that such co-investments may afford it additional investment opportunities and an ability to achieve greater diversification.
AdministrativeAgent
The Company serves as the administrative agent on certain investment transactions, including co-investments with its affiliates under the Order. As of both March 31, 2021 and December 31, 2020, there was no cash due to other investment funds related to interest paid by a borrower to the Company as administrative agent. Any such amount would be included in “Other Accrued Expenses and Liabilities” on the Consolidated Statement of Assets and Liabilities.
LicenseAgreement
The Company has entered into a license agreement with Stellus Capital pursuant to which Stellus Capital has agreed to grant the Company a non-exclusive, royalty-free license to use the name “Stellus Capital.” Under this agreement, the Company has a right to use the “Stellus Capital” name for so long as Stellus Capital or one of its affiliates remains its investment adviser. Other than with respect to this limited license, the Company has no legal right to the “Stellus Capital” name. This license agreement will remain in effect for so long as the investment advisory agreement with Stellus Capital is in effect.
AdministrationAgreement
The Company has entered into an administration agreement with Stellus Capital pursuant to which Stellus Capital will furnish the Company with office facilities and equipment and will provide the Company with the clerical, bookkeeping, recordkeeping and other administrative services necessary to conduct day-to-day operations. Under this administration agreement, Stellus Capital will perform, or oversee the performance of, its required administrative services, which include, among other things, being responsible for the financial records which the Company is required to maintain and preparing reports to its stockholders and reports filed with the SEC.
34
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
For the three months ended March 31, 2021 and 2020, the Company recorded expenses of $381,050 and $399,599, respectively, relating to the administration agreement. As of March 31, 2021 and December 31, 2020, $381,050 and $381,690, respectively, remained payable to Stellus Capital under the administration agreement.
Indemnifications
The investment advisory agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations under the investment advisory agreement, Stellus Capital and its officers, managers, partners, agents, employees, controlling persons and members, and any other person or entity affiliated with it, are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of Stellus Capital’s services under the investment advisory agreement or otherwise as our investment adviser.
The Company has also entered into indemnification agreements with its directors. The indemnification agreements are intended to provide the Company’s directors the maximum indemnification permitted under Maryland law and the 1940 Act. Each indemnification agreement provides that the Company shall indemnify the director who is a party to the agreement (an “Indemnitee”), including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, other than a proceeding by or in the right of the Company.
NOTE3 — DISTRIBUTIONS
Distributions are generally declared by the Company’s Board each calendar quarter and recognized as distribution liabilities on the ex-dividend date. The Company intends to distribute net realized gains (i.e., net capital gains in excess of net capital losses), if any, at least annually. The stockholder distributions, if any, will be determined by the Board. Any distribution to stockholders will be declared out of assets legally available for distribution. The Company has declared distributions of $11.16 per share on its common stock from Inception through March 31, 2021.
35
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The following table reflects the Company’s distributions declared and paid or to be paid on its common stock since Inception:
| Date Declared | Record Date | Payment Date | Per Share ^(1)^ | |
|---|---|---|---|---|
| Fiscal 2012 | $ | 0.18 | ||
| Fiscal 2013 | $ | 1.36 | ||
| Fiscal 2014 | $ | 1.42 | ||
| Fiscal 2015 | $ | 1.36 | ||
| Fiscal 2016 | Various | $ | 1.36 | |
| Fiscal 2017 | $ | 1.36 | ||
| Fiscal 2018 | $ | 1.36 | ||
| Fiscal 2019 | $ | 1.36 | ||
| Fiscal 2020 | $ | 1.15 | ||
| Fiscal 2021 | ||||
| January 15, 2021 | January 29, 2021 | February 16, 2021 | $ | 0.0833 |
| January 15, 2021 | February 26, 2021 | March 15, 2021 | $ | 0.0833 |
| January 15, 2021 | March 31, 2021 | April 15, 2021 | $ | 0.0833 |
| Total | $ | 11.16 | ||
| (1) Distributions for fiscal<br> years 2012 through 2020 are shown in aggregate amounts | ||||
| --- |
The Company has adopted an “opt out” dividend reinvestment plan (“DRIP”) pursuant to which a stockholder whose shares are held in his own name will receive distributions in shares of the Company’s common stock under the Company’s DRIP unless it elects to receive distributions in cash. Stockholders whose shares are held in the name of a broker or the nominee of a broker may have distributions reinvested only if such service is provided by the broker or the nominee, or if the broker of the nominee permits participation in the Company’s DRIP.
Although distributions paid in the form of additional shares of the Company’s common stock will generally be subject to U.S. federal, state and local taxes in the same manner as cash distributions, investors participating in the Company’s DRIP will not receive any corresponding cash distributions with which to pay any such applicable taxes. Any distributions reinvested through the issuance of shares through the Company’s DRIP will increase the Company’s gross assets on which the base management fee and the incentive fee are determined and paid to Stellus Capital. The Company issued 0 and 9,910 shares through the DRIP during the three months ended March 31, 2021 and 2020, respectively.
36
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
NOTE4 — EQUITY OFFERINGS AND RELATED EXPENSES
The table below illustrates the number of common stock shares the Company issued since Inception through various equity offerings and pursuant to the Company’s DRIP.
| Average | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of | Gross | Underwriting | Offering | Net | Offering | |||||||
| Issuance of Common Stock | Shares | Proceeds ^(1)(2)^ | fees | Expenses | Proceeds^(3)^ | Price | ||||||
| Year ended December 31, 2012 | 12,035,023 | $ | 180,522,093 | $ | 4,959,720 | $ | 835,500 | $ | 174,726,873 | $ | 14.90 | |
| Year ended December 31, 2013 | 63,998 | 899,964 | — | — | 899,964 | 14.06 | ||||||
| Year ended December 31, 2014 | 380,936 | 5,485,780 | 75,510 | 29,904 | 5,380,366 | 14.47 | ||||||
| Year ended December 31, 2017 | 3,465,922 | 48,741,406 | 1,358,880 | 307,021 | 47,075,505 | 14.06 | ||||||
| Year ended December 31, 2018 | 7,931 | 93,737 | — | — | 93,737 | 11.85 | ||||||
| Year ended December 31, 2019 | 3,177,936 | 45,862,995 | 1,015,127 | 521,715 | 44,326,153 | 14.43 | ||||||
| Year ended December 31, 2020 | 354,257 | 5,023,843 | 5,681 | 18,169 | 4,999,993 | 14.18 | ||||||
| Total | 19,486,003 | $ | 286,629,818 | $ | 7,414,918 | $ | 1,712,309 | $ | 277,502,591 | |||
| (1) | Net<br> of fractional share transactions. Such share redemptions impacted gross proceeds by $(96),<br> $1,435, $(1,051), $(142), $(31) and $(29) in 2020, 2019, 2018, 2017, 2016 and 2015, respectively. | |||||||||||
| --- | --- | |||||||||||
| (2) | Includes<br> common shares issued under the DRIP of $0 during the three months ended March 31, 2021, $228,943<br> for the year ended December 31, 2020, $0 for the year ended December 31, 2019, $94,788 during<br> the year ended December 31, 2018, $0 for the years ended 2017, 2016 and 2015, and $398,505,<br> $930,385, $113,000 for the years ended 2014, 2013, and 2012, respectively. | |||||||||||
| --- | --- | |||||||||||
| (3) | Net<br> Proceeds per this equity table will differ from the Statement of Assets and Liabilities as<br> of March 31, 2021 and December 31, 2020 in the amount of $1,456,437, which represents a tax<br> reclassification of stockholders’ equity in accordance with U.S. GAAP. This reclassification<br> reduces paid-in capital and increases distributable earnings (reducing the accumulated undistributed<br> deficit). | |||||||||||
| --- | --- |
The Company did not issue any shares during the three months ended March 31, 2021.
During the three months ending March 31, 2020, the Company issued 332,591 shares under the At-the-Market (“ATM”) Program, for gross proceeds of $4,794,995 and underwriting and other expenses of $23,850. The average per share offering price of shares issued in the ATM Program during the three months ended March 31, 2020 was $14.42.
The Company issued 0 and 9,910 shares, respectively, of common stock through the DRIP for the three months ended March 31, 2021 and 2020, respectively.
37
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
NOTE5 — NET INCREASE (DECREASE) IN NET ASSETS PER COMMON SHARE
The following information sets forth the computation of net increase (decrease) in net assets resulting from operations per common share for the three months ended March 31, 2021 and March 31, 2020.
| Three Months<br> Ended | |||||
|---|---|---|---|---|---|
| March 31, | March 31, | ||||
| 2021 | 2020 | ||||
| Net increase (decrease) in net assets resulting<br> from operations | $ | 4,937,788 | $ | (43,939,732 | ) |
| Weighted average common shares | 19,486,003 | 19,429,480 | |||
| Net increase (decrease) in net assets<br> from operations per share | $ | 0.25 | $ | (2.26 | ) |
NOTE6 — PORTFOLIO INVESTMENTS AND FAIR VALUE
In accordance with the authoritative guidance on fair value measurements and disclosures under U.S. GAAP, the Company discloses the fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows:
Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 — Quoted prices in markets that are not considered to be active or financial instruments for which significant inputs are observable, either directly or indirectly;
Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
The level of an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by management.
The Company considers whether the volume and level of activity for the asset or liability have significantly decreased and identifies transactions that are not orderly in determining fair value. Accordingly, if the Company determines that either the volume and/or level of activity for an asset or liability has significantly decreased (from normal conditions for that asset or liability) or price quotations or observable inputs are not associated with orderly transactions, increased analysis and management judgment will be required to estimate fair value. Valuation techniques such as an income approach might be appropriate to supplement or replace a market approach in those circumstances.
At March 31, 2021, the Company had investments in 70 portfolio companies. The total fair value and cost of the investments were $714,464,472 and $719,546,960, respectively. The composition of our investments as of March 31, 2021 is as follows:
| Cost | Fair Value | |||
|---|---|---|---|---|
| Senior<br> Secured – First Lien^(1)^ | $ | 564,962,894 | $ | 564,335,624 |
| Senior Secured – Second Lien | 84,697,904 | 61,483,486 | ||
| Unsecured Debt | 32,450,689 | 32,155,362 | ||
| Equity | 37,435,473 | 56,490,000 | ||
| Total Investments | $ | 719,546,960 | $ | 714,464,472 |
(1) Includes unitranche investments, which account for 11.9% of our portfolio at fair value. Unitranche structures may combine characteristics of first lien senior secured as well as second lien and/or subordinated loans and our unitranche loans will expose us to the risks associated with the second lien and subordinated loans to the extent we invest in the “last-out” tranche.
38
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
At December 31, 2020, the Company had investments in 66 portfolio companies. The total cost and fair value of the investments were $658,628,966 and $653,424,495 respectively. The composition of our investments as of December 31, 2020 was as follows:
| Cost | Fair Value | |||
|---|---|---|---|---|
| Senior<br> Secured – First Lien^(1)^ | $ | 508,060,059 | $ | 508,673,064 |
| Senior Secured – Second Lien | 93,636,285 | 70,720,186 | ||
| Unsecured Debt | 22,212,888 | 21,191,245 | ||
| Equity | 34,719,734 | 52,840,000 | ||
| Total Investments | $ | 658,628,966 | $ | 653,424,495 |
(1) Includes unitranche investments, which account for 13.0% of our portfolio at fair value. Unitranche structures may combine characteristics of first lien senior secured as well as second lien and/or subordinated loans and our unitranche loans will expose us to the risks associated with the second lien and subordinated loans to the extent we invest in the “last-out” tranche.
The Company’s investment portfolio may contain loans that are in the form of lines of credit or revolving credit facilities, which require the Company to provide funding when requested by portfolio companies in accordance with the terms and conditions of the underlying loan agreements. As of March 31, 2021 and December 31, 2020, the Company had 22 and 19 of such investments with aggregate unfunded commitments of $22,838,727 and $28,865,204, respectively. The Company maintains sufficient liquidity (through cash on hand and available borrowings under the Credit Facility) to fund such unfunded commitments should the need arise.
39
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The aggregate gross unrealized appreciation and depreciation and the aggregate cost and fair value of the Company’s portfolio company securities as March 31, 2021 and December 31, 2020 were as follows:
| 2021 | 2020 | |||||
|---|---|---|---|---|---|---|
| Aggregate cost of portfolio company securities | $ | 719,546,960 | $ | 658,628,966 | ||
| Gross unrealized appreciation of portfolio company securities | 29,436,962 | 28,143,621 | ||||
| Gross unrealized depreciation of portfolio<br> company securities | (34,519,450 | ) | (33,348,092 | ) | ||
| Aggregate fair value of portfolio company<br> securities | $ | 714,464,472 | $ | 653,424,495 |
The fair values of our investments disaggregated into the three levels of the fair value hierarchy based upon the lowest level of significant input used in the valuation as of March 31, 2021 are as follows:
| Quoted Prices | ||||||||
|---|---|---|---|---|---|---|---|---|
| in Active | ||||||||
| Markets | Significant Other | Significant | ||||||
| for Identical | Observable | Unobservable | ||||||
| Securities | Inputs | Inputs | ||||||
| (Level<br> 1) | (Level<br> 2) | (Level<br> 3) | Total | |||||
| Senior Secured – First Lien | $ | — | $ | — | $ | 564,335,624 | $ | 564,335,624 |
| Senior Secured – Second Lien | — | — | 61,483,486 | 61,483,486 | ||||
| Unsecured Debt | — | — | 32,155,362 | 32,155,362 | ||||
| Equity | — | — | 56,490,000 | 56,490,000 | ||||
| Total Investments | $ | — | $ | — | $ | 714,464,472 | $ | 714,464,472 |
The fair values of our investments disaggregated into the three levels of the fair value hierarchy based upon the lowest level of significant input used in the valuation as of December 31, 2020 are as follows:
| Quoted Prices | ||||||||
|---|---|---|---|---|---|---|---|---|
| in Active | ||||||||
| Markets | Significant Other | Significant | ||||||
| for Identical | Observable | Unobservable | ||||||
| Securities | Inputs | Inputs | ||||||
| (Level<br> 1) | (Level<br> 2) | (Level<br> 3) | Total | |||||
| Senior Secured – First Lien | $ | — | $ | — | $ | 508,673,064 | $ | 508,673,064 |
| Senior Secured – Second Lien | — | — | 70,720,186 | 70,720,186 | ||||
| Unsecured Debt | — | — | 21,191,245 | 21,191,245 | ||||
| Equity | — | — | 52,840,000 | 52,840,000 | ||||
| Total Investments | $ | — | $ | — | $ | 653,424,495 | $ | 653,424,495 |
40
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The aggregate values of Level 3 portfolio investments changed during the three months ended March 31, 2021 are as follows:
| Senior Secured<br> <br>Loans-First<br> <br>Lien | Senior Secured<br> <br>Loans-Second<br> <br>Lien | Unsecured<br> <br>Debt | Equity | Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fair value at beginning<br> of period | $ | 508,673,064 | $ | 70,720,186 | $ | 21,191,245 | $ | 52,840,000 | $ | 653,424,495 | |||||
| Purchases of investments | 77,378,347 | 965,250 | 11,705,915 | 3,374,696 | 93,424,208 | ||||||||||
| Payment-in-kind<br> interest | 101,454 | — | 16,875 | — | 118,329 | ||||||||||
| Sales and Redemptions | (21,030,424 | ) | (9,956,212 | ) | (1,500,000 | ) | (1,098,375 | ) | (33,585,011 | ) | |||||
| Realized Gains | — | — | — | 439,417 | 439,417 | ||||||||||
| Change in unrealized<br> (depreciation) appreciation included in earnings ^(1)^ | (1,240,279 | ) | (298,317 | ) | 726,317 | 934,262 | 121,983 | ||||||||
| Amortization<br> of premium and accretion of discount, net | 453,462 | 52,579 | 15,010 | — | 521,051 | ||||||||||
| Fair value<br> at end of period | $ | 564,335,624 | $ | 61,483,486 | $ | 32,155,362 | $ | 56,490,000 | $ | 714,464,472 | |||||
| (1) | Includes reversal of positions during the three months ended<br>March 31, 2021. | ||||||||||||||
| --- | --- |
There were no Level 3 transfers during the three months ended March 31, 2020.
The aggregate values of Level 3 portfolio investments changed during the year ended December 31, 2020 are as follows:
| Senior Secured<br> <br>Loans-First<br> <br>Lien | Senior Secured<br> <br>Loans-Second<br> <br>Lien | Unsecured<br> <br>Debt | Equity | Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fair value at beginning<br> of period | $ | 455,169,878 | $ | 111,961,013 | $ | 22,137,186 | $ | 39,680,000 | $ | 628,948,077 | |||||
| Purchases of investments | 139,571,726 | 9,800,000 | — | 8,135,439 | 157,507,165 | ||||||||||
| Payment-in-kind<br> interest | 80,487 | 506,754 | 77,751 | — | 664,992 | ||||||||||
| Sales and Redemptions | (85,804,667 | ) | (43,642,752 | ) | — | (4,801,419 | ) | (134,248,838 | ) | ||||||
| Realized (Losses)<br> Gains | (8,599,062 | ) | (4,003,655 | ) | (163,423 | ) | 2,665,177 | (10,100,963 | ) | ||||||
| Change<br> in unrealized appreciation (depreciation) included in earnings ^(1)^ | 6,550,721 | (4,276,940 | ) | (879,310 | ) | 7,160,803 | 8,555,274 | ||||||||
| Amortization<br> of premium and accretion of discount, net | 1,703,981 | 375,766 | 19,041 | — | 2,098,788 | ||||||||||
| Fair value<br> at end of period | $ | 508,673,064 | $ | 70,720,186 | $ | 21,191,245 | $ | 52,840,000 | $ | 653,424,495 | |||||
| (1) | Includes reversal of<br> positions during the twelve months ended December 31, 2020. | ||||||||||||||
| --- | --- |
There were no Level 3 transfers during the twelve months ended December 31, 2020.
41
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The following is a summary of geographical concentration of our investment portfolio as of March 31, 2021:
| % of Total | |||||||
|---|---|---|---|---|---|---|---|
| Cost | Fair Value | Investments | |||||
| Texas | $ | 157,437,788 | $ | 140,656,616 | 19.69 | % | |
| California | 87,069,947 | 92,848,345 | 13.00 | % | |||
| Illinois | 63,254,406 | 63,438,481 | 8.88 | % | |||
| Arizona | 50,798,324 | 52,365,151 | 7.33 | % | |||
| New Jersey | 38,213,997 | 37,055,764 | 5.19 | % | |||
| Ohio | 34,058,021 | 36,493,498 | 5.11 | % | |||
| Canada | 34,833,488 | 35,024,601 | 4.90 | % | |||
| Wisconsin | 22,681,481 | 22,852,123 | 3.20 | % | |||
| Washington | 22,872,672 | 22,813,176 | 3.19 | % | |||
| New York | 18,976,992 | 20,183,512 | 2.82 | % | |||
| United Kingdom | 21,283,132 | 19,788,875 | 2.77 | % | |||
| Washington, D.C. | 19,151,180 | 19,201,280 | 2.69 | % | |||
| South Carolina | 15,844,753 | 18,412,490 | 2.58 | % | |||
| Indiana | 17,749,809 | 17,990,759 | 2.52 | % | |||
| Maryland | 16,937,047 | 17,106,250 | 2.39 | % | |||
| Minnesota | 15,687,680 | 15,688,188 | 2.20 | % | |||
| North Carolina | 15,536,435 | 13,452,687 | 1.88 | % | |||
| Alabama | 12,230,520 | 12,281,719 | 1.72 | % | |||
| Florida | 12,131,350 | 11,995,454 | 1.68 | % | |||
| Missouri | 9,935,332 | 10,725,000 | 1.50 | % | |||
| Pennsylvania | 9,888,426 | 9,850,000 | 1.38 | % | |||
| Virginia | 7,423,287 | 7,648,786 | 1.07 | % | |||
| Georgia | 685,000 | 6,680,000 | 0.93 | % | |||
| Tennessee | 4,935,243 | 4,959,782 | 0.69 | % | |||
| Puerto Rico | 8,613,244 | 2,341,935 | 0.33 | % | |||
| Massachusetts | 1,317,406 | 1,850,000 | 0.26 | % | |||
| Utah | — | 760,000 | 0.11 | % | |||
| $ | 719,546,960 | $ | 714,464,472 | 100.00 | % |
42
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
| The following is a summary of geographical concentration of our<br> investment portfolio as of December 31, 2020: | ||||||
|---|---|---|---|---|---|---|
| % of Total | ||||||
| Investments | ||||||
| Cost | Fair Value | at fair value | ||||
| Texas | $ | 151,640,862 | $ | 135,146,776 | 20.68 | % |
| California | 86,050,467 | 92,069,851 | 14.09 | % | ||
| Illinois | 57,330,756 | 57,535,404 | 8.81 | % | ||
| Arizona | 50,822,139 | 52,015,600 | 7.96 | % | ||
| New Jersey | 38,228,359 | 37,765,139 | 5.78 | % | ||
| Ohio | 34,109,657 | 35,827,682 | 5.48 | % | ||
| Wisconsin | 22,721,856 | 22,827,500 | 3.49 | % | ||
| Canada | 21,318,659 | 21,540,925 | 3.30 | % | ||
| New York | 19,527,594 | 20,547,579 | 3.14 | % | ||
| Tennessee | 19,832,576 | 19,959,613 | 3.05 | % | ||
| United Kingdom | 20,159,650 | 18,727,500 | 2.87 | % | ||
| South Carolina | 15,834,471 | 18,132,490 | 2.77 | % | ||
| Indiana | 17,741,889 | 18,026,339 | 2.76 | % | ||
| Maryland | 16,970,057 | 17,064,250 | 2.61 | % | ||
| Florida | 12,404,739 | 12,299,545 | 1.88 | % | ||
| Alabama | 12,252,768 | 12,252,768 | 1.88 | % | ||
| Washington | 11,803,768 | 11,801,363 | 1.81 | % | ||
| Missouri | 9,956,554 | 10,720,000 | 1.64 | % | ||
| Pennsylvania | 9,884,148 | 9,900,000 | 1.52 | % | ||
| Virginia | 7,505,287 | 7,759,020 | 1.19 | % | ||
| Washington, D.C. | 6,937,907 | 7,030,512 | 1.08 | % | ||
| Georgia | 685,000 | 6,420,000 | 0.98 | % | ||
| North Carolina | 4,979,153 | 2,925,000 | 0.45 | % | ||
| Puerto Rico | 8,613,244 | 2,589,639 | 0.40 | % | ||
| Massachusetts | 1,317,406 | 1,780,000 | 0.27 | % | ||
| Utah | - | 760,000 | 0.12 | % | ||
| $ | 658,628,966 | $ | 653,424,495 | 100.00 | % |
43
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
| The following is a summary of industry concentration of our investment<br> portfolio as of March 31, 2021: | ||||||
|---|---|---|---|---|---|---|
| % of Total | ||||||
| Cost | Fair Value | Investments | ||||
| Services: Business | $ | 153,997,793 | $ | 162,504,358 | 22.74 | % |
| Healthcare & Pharmaceuticals | 86,870,351 | 82,904,195 | 11.60 | % | ||
| Aerospace & Defense | 66,615,494 | 64,921,355 | 9.09 | % | ||
| Beverage, Food, & Tobacco | 40,297,535 | 41,543,170 | 5.81 | % | ||
| Media: Broadcasting & Subscription | 31,356,544 | 34,084,802 | 4.77 | % | ||
| High Tech Industries | 33,580,332 | 33,822,644 | 4.73 | % | ||
| Capital Equipment | 32,507,740 | 33,544,326 | 4.70 | % | ||
| Consumer Goods: Durable | 27,507,794 | 27,451,222 | 3.84 | % | ||
| Education | 26,444,058 | 24,458,420 | 3.42 | % | ||
| Services: Consumer | 38,012,766 | 22,467,312 | 3.14 | % | ||
| Media: Advertising, Printing & Publishing | 21,688,930 | 20,457,126 | 2.86 | % | ||
| Transportation & Logistics | 18,562,588 | 18,699,789 | 2.62 | % | ||
| Finance | 16,507,196 | 18,650,000 | 2.61 | % | ||
| Retail | 15,844,753 | 18,412,490 | 2.58 | % | ||
| Containers, Packaging, & Glass | 17,821,650 | 17,927,123 | 2.51 | % | ||
| Metals & Mining | 16,937,047 | 17,106,250 | 2.39 | % | ||
| Software | 12,325,478 | 14,902,687 | 2.09 | % | ||
| Consumer goods: non-durable | 13,346,042 | 13,040,854 | 1.83 | % | ||
| Automotive | 11,036,930 | 10,968,750 | 1.54 | % | ||
| Environmental Industries | 10,752,846 | 10,170,000 | 1.42 | % | ||
| Utilities: Oil & Gas | 9,888,426 | 9,850,000 | 1.38 | % | ||
| Energy: Oil & Gas | 11,033,455 | 9,779,474 | 1.37 | % | ||
| Chemicals, Plastics, & Rubber | 6,611,212 | 6,798,125 | 0.95 | % | ||
| $ | 719,546,960 | $ | 714,464,472 | 100.00 | % |
44
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
| The following is a summary of industry concentration of our investment<br> portfolio as of December 31, 2020: | ||||||
|---|---|---|---|---|---|---|
| % of Total | ||||||
| Investments | ||||||
| Cost | Fair Value | at fair value | ||||
| Services: Business | $ | 102,005,864 | $ | 109,873,364 | 16.82 | % |
| Healthcare & Pharmaceuticals | 87,198,279 | 82,945,887 | 12.69 | % | ||
| Aerospace & Defense | 53,615,886 | 52,184,338 | 7.99 | % | ||
| Beverage, Food, & Tobacco | 39,339,090 | 41,012,620 | 6.28 | % | ||
| Media: Broadcasting & Subscription | 31,889,423 | 34,418,869 | 5.27 | % | ||
| High Tech Industries | 33,571,427 | 33,793,693 | 5.17 | % | ||
| Consumer Goods: Durable | 27,802,124 | 27,780,032 | 4.25 | % | ||
| Environmental Industries | 25,454,549 | 24,977,427 | 3.82 | % | ||
| Education | 26,428,607 | 24,494,108 | 3.75 | % | ||
| Services: Consumer | 38,026,487 | 22,600,924 | 3.46 | % | ||
| Media: Advertising, Printing & Publishing | 21,903,057 | 21,348,217 | 3.27 | % | ||
| Capital Equipment | 20,005,255 | 20,680,904 | 3.17 | % | ||
| Finance | 18,016,762 | 19,435,000 | 2.97 | % | ||
| Transportation & Logistics | 18,690,276 | 18,944,945 | 2.90 | % | ||
| Retail | 15,834,471 | 18,132,490 | 2.77 | % | ||
| Containers, Packaging, & Glass | 17,853,813 | 17,890,000 | 2.74 | % | ||
| Metals & Mining | 16,970,057 | 17,064,250 | 2.61 | % | ||
| Consumer goods: non-durable | 13,272,383 | 12,930,000 | 1.98 | % | ||
| Automotive | 11,028,125 | 11,028,125 | 1.69 | % | ||
| Construction & Building | 10,446,055 | 10,750,000 | 1.65 | % | ||
| Energy: Oil & Gas | 11,015,013 | 9,991,177 | 1.53 | % | ||
| Utilities: Oil & Gas | 9,884,148 | 9,900,000 | 1.52 | % | ||
| Chemicals, Plastics, & Rubber | 6,605,024 | 6,808,125 | 1.04 | % | ||
| Software | 1,772,791 | 4,430,000 | 0.68 | % | ||
| Hotel, Gaming, & Leisure | - | 10,000 | 0.00 | % | ||
| $ | 658,628,966 | $ | 653,424,495 | 100.00 | % |
45
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The following provides quantitative information about Level 3 fair value measurements as of March 31, 2021:**** **** ****
| Description: | Fair Value | Valuation Technique | Unobservable Inputs | Range (Average) (1) (3) | ||
|---|---|---|---|---|---|---|
| HY credit spreads, | -3.96%<br> to 1.64% (-0.36%) | |||||
| First lien debt | $ | 564,335,624 | Income/Market | Risk free rates | -2.76%<br> to 0.68% (-1.15%) | |
| approach<br> ^(2)^ | Market multiples | 7x<br> to 24x (13x)^(4)^ | ||||
| HY credit spreads, | -3.27%<br> to 2.27% (-0.04%) | |||||
| Second lien debt | $ | 61,483,486 | Income/Market | Risk free rates | -2.05%<br> to 0.68% (-0.73%) | |
| approach<br> ^(2)^ | Market multiples | 8x<br> to 14x (11x)^(4)^ | ||||
| HY credit spreads, | -0.43%<br> to 0.16% (-0.21) | |||||
| Unsecured debt | $ | 32,155,362 | Income/Market | Risk free rates | -1.78%<br> to -1.57% (-1.65%) | |
| approach<br> ^(2)^ | Market multiples | 1x<br> to 24x (8x)^(4)^ | ||||
| Underwriting multiple/ | ||||||
| Equity investments | $ | 56,490,000 | Market<br> approach ^(5)^ | EBITDA Multiple | 2x<br> to 24x (12x) | |
| Total Long Term Level 3 | ||||||
| Investments | $ | 714,464,472 | ||||
| (1) | Weighted<br> average based on fair value as of March 31, 2021. | |||||
| --- | --- | |||||
| (2) | Included<br> but not limited to (a) the market approach which is used to determine sufficient enterprise value, and (b) the income approach which<br> is based on discounting future cash flows using an appropriate market yield. | |||||
| --- | --- | |||||
| (3) | The<br> Company calculates the price of the loan by discounting future cash flows, which include forecasted future LIBOR rates based on the<br> published forward LIBOR curve at the valuation date, using an appropriate yield calculated as of the valuation date. This yield is<br> calculated based on the loan’s yield at the original investment and is adjusted as of the valuation date based on: changes<br> in comparable credit spreads, changes in risk free interest rates (per swap rates), and changes in credit quality (via an estimated<br> shadow rating). Significant movements in any of these factors could result in a significantly lower or higher fair value measurement.<br> As an example, the “Range (Average)” for second lien debt instruments in the table above indicates that the change in<br> the HY spreads between the date a loan closed and the valuation date ranged from -3.27% (-327 basis points) to 2.27% (227 basis points).<br> The average of all changes was -0.04% (-4 basis points). | |||||
| --- | --- | |||||
| (4) | Median<br> of LTM (last twelve months) EBITDA multiples of comparable companies. | |||||
| --- | --- | |||||
| (5) | The<br> primary significant unobservable input used in the fair value measurement of the Company’s equity investments is the EBITDA<br> multiple (the “Multiple”). Significant increases (decreases) in the Multiple in isolation could result in a significantly<br> higher (lower) fair value measurement. To determine the Multiple for the market approach, the Company considers current market trading<br> and/or transaction multiple, portfolio company performance (financial ratios) relative to public and private peer companies and leverage<br> levels, among other factors. Changes in one or more of these factors can have a similar directional change on other factors in determining<br> the appropriate Multiple to use in the market approach. | |||||
| --- | --- |
46
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The following provides quantitative information about Level 3 fair value measurements as of December 31, 2020:**** **** ****
| Description: | Fair Value | Valuation Technique | Unobservable Inputs | Range (Average) ^(1)(3)^ | ||
|---|---|---|---|---|---|---|
| First lien debt | $ | 508,673,064 | Income/Market^(2)^ | HY credit spreads, | -3.78%<br> to 1.84% (-0.15%) | |
| approach | Risk free rates | -2.95%<br> to 0.14% (-1.68%) | ||||
| Market multiples | 7x<br> to 48x (13x)^(4)^ | |||||
| Second lien debt | $ | 70,720,186 | Income/Market^(2)^ | HY credit spreads, | -1.71%<br> to 3.83% (0.54%) | |
| approach | Risk free rates | -2.65%<br> to 0.08% (-1.44%) | ||||
| Market multiples | 8x<br> to 14x (11x)^(4)^ | |||||
| Unsecured debt | $ | 21,191,245 | Income/Market | HY credit spreads, | -0.25%<br> to 0.34% (-0.03%) | |
| approach<br> ^(2)^ | Risk free rates | -1.92%<br> to -1.62% (-1.78%) | ||||
| Market multiples | 1x<br> to 24x (6x)^(4)^ | |||||
| Equity investments | $ | 52,840,000 | Market<br> approach ^(5)^ | Underwriting multiple/ | 1x<br> to 24x (12x) | |
| Total Long Term Level 3 | EBITDA Multiple | |||||
| Investments | $ | 653,424,495 | ||||
| (1) | Weighted<br> average based on fair value as of December 31, 2020. | |||||
| --- | --- | |||||
| (2) | Inclusive<br> of but not limited to (a) the market approach which is used to determine sufficient enterprise value, and (b) the income approach<br> which is based on discounting future cash flows using an appropriate market yield. | |||||
| --- | --- | |||||
| (3) | The<br> Company calculates the price of the loan by discounting future cash flows, which include forecasted future LIBOR rates based on the<br> published forward LIBOR curve at the valuation date, using an appropriate yield calculated as of the valuation date. This yield is<br> calculated based on the loan’s yield at the original investment and is adjusted as of the valuation date based on: changes<br> in comparable credit spreads, changes in risk free interest rates (per swap rates), and changes in credit quality (via an estimated<br> shadow rating). Significant movements in any of these factors would result in a significantly lower or higher fair value measurement.<br> As an example, the “Range (Average)” for a first lien debt instruments in the table above indicates that the change in<br> the HY spreads between the date a loan closed and the valuation date ranged from -3.78% (-378 basis points) to 1.84% (184 basis points).<br> The average of all changes was -0.15%. | |||||
| --- | --- | |||||
| (4)<br><br> <br>(5) | Median<br> of LTM (last twelve months) EBITDA multiples of comparable companies.<br><br> <br>The<br> primary significant unobservable input used in the fair value measurement of the Company’s equity investments is the EBITDA<br> multiple (the “Multiple”). Significant increases (decreases) in the Multiple in isolation would result in a significantly<br> higher (lower) fair value measurement. To determine the Multiple for the market approach, the Company considers current market<br> trading and/or transaction multiple, portfolio company performance (financial ratios) relative to public and private peer companies<br> and leverage levels, among other factors. Changes in one or more of these factors can have a similar directional change on other<br> factors in determining the appropriate Multiple to use in the market approach. | |||||
| --- | --- |
NOTE7 — COMMITMENTS AND CONTINGENCIES
The Company is currently not subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our business, financial condition or results of operations.
47
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
As of March 31, 2021, the Company had $22,838,727 of unfunded commitments to provide debt financing to 22 existing portfolio companies. As of December 31, 2020, the Company had $28,865,202 of unfunded commitments to provide debt to 19 existing portfolio companies. As of March 31, 2021, the Company had sufficient liquidity (through cash on hand and available borrowings under the Credit Facility) to fund such unfunded loan commitments should the need arise.
NOTE8 — FINANCIAL HIGHLIGHTS
| For the | For the | |||||
|---|---|---|---|---|---|---|
| three months | three months | |||||
| ended | ended | |||||
| March 31, 2021 | March 31, 2020 | |||||
| (unaudited) | (unaudited) | |||||
| Per Share Data: ^(1)^ | ||||||
| Net asset value at beginning of period | $ | 14.03 | $ | 14.14 | ||
| Net investment income | 0.26 | 0.32 | ||||
| Change in unrealized appreciation (depreciation) | 0.01 | (2.65 | ) | |||
| Net realized gain | 0.02 | 0.07 | ||||
| Loss on debt extinguishment | (0.03 | ) | — | |||
| Provision for taxes on unrealized appreciation<br> on investments | (0.01 | ) | — | |||
| Total from operations | $ | 0.25 | $ | (2.26 | ) | |
| Stockholder distributions from: | ||||||
| Net investment income | (0.25 | ) | (0.34 | ) | ||
| Other^(6)^ | — | 0.01 | ||||
| Net asset value at end of period | $ | 14.03 | $ | 11.55 | ||
| Per share market value at end of period | $ | 12.70 | $ | 7.29 | ||
| Total<br> return based on market value^(2)^ | 19.1 | % | (47.8 | )% | ||
| Weighted average shares outstanding | 19,486,003 | 19,429,480 |
48
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
| For the | For the | |||||
|---|---|---|---|---|---|---|
| three months | three months | |||||
| ended | ended | |||||
| March 31, 2021 | March 31, 2020 | |||||
| (unaudited) | (unaudited) | |||||
| Ratio/Supplemental Data: | ||||||
| Net assets at end of period | $ | 273,428,885 | $ | 224,918,665 | ||
| Weighted Average net assets | $ | 273,361,407 | $ | 270,069,497 | ||
| Annualized<br> ratio of gross operating expenses to net assets^(5)^ | 13.31 | % | 13.39 | % | ||
| Annualized ratio of interest expense and other fees to net<br> assets | 6.41 | % | 6.37 | % | ||
| Annualized<br> ratio of net investment income to net assets^(5)^ | 7.45 | % | 9.28 | % | ||
| Portfolio<br> Turnover^(3)^ | 4.91 | % | 5.14 | % | ||
| Notes payable | $ | 100,000,000 | $ | 48,875,000 | ||
| Credit Facility payable | $ | 165,500,000 | $ | 210,000,000 | ||
| SBA Debentures | $ | 210,000,000 | $ | 161,000,000 | ||
| Asset<br> coverage ratio^(4)^ | 2.03 | x | 1.87 | x | ||
| (1) | Financial<br> highlights are based on weighted average shares outstanding as of period end. | |||||
| --- | --- | |||||
| (2) | Total<br> return on market value is based on the change in market price per share since the end of<br> the prior year and assumes enrollment in the Company’s DRIP. The total returns are<br> not annualized. | |||||
| --- | --- | |||||
| (3) | Portfolio<br> turnover is calculated as the lesser of purchases or paydowns divided by average portfolio<br> balance and is not annualized. | |||||
| --- | --- | |||||
| (4) | Asset<br> coverage ratio is equal to total assets less all liabilities and indebtedness not represented<br> by senior securities over the aggregate amount of the senior securities. SBA-guaranteed debentures<br> deducted from the numerator and excluded from the denominator. | |||||
| --- | --- | |||||
| (5) | These<br> ratios include the impact of the (provision) benefit for income taxes related to unrealized<br> gain or loss movements on investments in Taxable Subsidiaries of ($167,804) and $28,959,<br> respectively, for the three months ended March 31, 2021 and March 31, 2020, which are not<br> reflected in net investment income, gross operating expenses or net operating expenses. The<br> impact of the provision (benefit) for income taxes related to unrealized gain or loss on<br> investments to net assets for both the three months ended March 31, 2021 and 2020 is 0.25%<br> and (0.04)%, respectively. | |||||
| --- | --- | |||||
| (6) | Includes<br> the impact of different share amounts as a result of calculating certain per share data based<br> on weighted average shares outstanding during the period and certain per share data based<br> on shares outstanding as of the end of the period. | |||||
| --- | --- |
NOTE9 — CREDIT FACILITY
On October 11, 2017, the Company entered into a senior secured revolving credit agreement, as amended, dated as of October 10, 2017, that was amended and restated on September 18, 2020 with ZB, N.A., dba Amegy Bank and various other lenders (the “Credit Facility”). The Company entered the Credit Facility, as amended and restated, provides for borrowings up to a maximum of $230,000,000 on a committed basis with an accordion feature that allows the Company to increase the aggregate commitments up to $280,000,000, subject to new or existing lenders agreeing to participate in the increase and other customary conditions.
49
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
Borrowings under the Credit Facility bear interest, subject to the Company’s election, on a per annum basis equal to (i) LIBOR plus 2.50% (or 2.75% during certain periods in which the Company’s asset coverage ratio is equal to or below 1.90 to 1.00) with a 0.25% LIBOR floor, or (ii) 1.50% (or 1.75% during certain periods in which the Company’s asset coverage ratio is equal to or below 1.90 to 1.00) plus an alternate base rate based on the highest of the prime rate (subject to a 3% floor), Federal Funds Rate plus 0.5% or one month LIBOR plus 1.0%. The Company pays unused commitment fees of 0.50% per annum on the unused lender commitments under the Credit Facility. Interest is payable monthly or quarterly in arrears. The commitment to fund the revolver expires on September 18, 2024, after which the Company may no longer borrow under the Credit Facility and must begin repaying principal equal to 1/12 of the aggregate amount outstanding under the Credit Facility. Any amounts borrowed under the Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on September 18, 2025.
The Company’s obligations to the lenders are secured by a first priority security interest in its portfolio of securities and cash not held at the SBIC subsidiaries and excluding short term investments. The Credit Facility contains certain covenants, including but not limited to: (i) maintaining a minimum liquidity test of at least $10,000,000, including cash, liquid investments and undrawn availability, (ii) maintaining an asset coverage ratio of at least 1.67 to 1.0, and (iii) maintaining a minimum stockholder’s equity. As of March 31, 2021 and December 31, 2020, the Company was in compliance with these covenants.
As of March 31, 2021 and December 31, 2020, $165,500,000 and $174,000,000, respectively, was outstanding under the Credit Facility. The carrying amount of the amount outstanding under the Credit Facility approximates its fair value. The fair value of the Credit Facility is determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Credit Facility is estimated based upon market interest rates for our own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. The Company has incurred costs of $3,641,549 in connection with the current Credit Facility, which are being amortized over the life of the facility. Additionally, $341,979 of costs from a prior credit facility will continue to be amortized over the remaining life of the Credit Facility. As of March 31, 2021 and December 31, 2020, $2,157,012 and $2,271,595 of such prepaid loan structure fees and administration fees had yet to be amortized, respectively. These prepaid loan fees are presented on the consolidated statement of assets and liabilities as a deduction from the debt liability.
50
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The following is a summary of the Credit Facility, net of prepaid loan structure fees:
| March 31, | December 31, | |||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Credit Facility payable | $ | 165,500,000 | $ | 174,000,000 |
| Prepaid loan structure fees | 2,157,012 | 2,271,595 | ||
| Credit facility payable, net of prepaid<br> loan structure fees | $ | 163,342,988 | $ | 171,728,405 |
Interest is paid monthly or quarterly in arrears. The following table summarizes the interest expense and amortized loan fees on the Credit Facility for the three months ended March 31, 2021 and 2020:
| For the<br> three months ended | ||||||
|---|---|---|---|---|---|---|
| March 31, | March 31, | |||||
| 2021 | 2020 | |||||
| Interest expense | $ | 973,901 | $ | 1,786,470 | ||
| Loan fee amortization | 117,701 | 142,967 | ||||
| Commitment fees on unused portion | 116,274 | 55,654 | ||||
| Administration fees | 1,724 | 8,702 | ||||
| Total interest and financing expenses | $ | 1,209,600 | $ | 1,993,793 | ||
| Weighted average interest rate | 2.8 | % | 4.1 | % | ||
| Effective interest rate (including fee amortization) | 3.5 | % | 4.5 | % | ||
| Average debt outstanding | $ | 140,666,667 | $ | 175,812,088 | ||
| Cash paid for interest and unused fees | $ | 1,005,853 | $ | 1,929,892 |
NOTE10 — SBA-GUARANTEED DEBENTURES
Due to the SBIC subsidiaries’ status as licensed SBICs, the Company has the ability to issue debentures guaranteed by the SBA at favorable interest rates. Under the regulations applicable to SBIC funds, a single licensee can have outstanding debentures guaranteed by the SBA subject to a regulatory leverage limit, up to two times the amount of “regulatory capital”, as such term is defined by the SBA. As of both March 31, 2021 and December 31, 2020, the SBIC subsidiary had $75,000,000 in regulatory capital, as such term is defined by the SBA, and $150,000,000 of SBA-guaranteed debentures outstanding.
As of March 31, 2021 and December 31, 2020, the SBIC II subsidiary had $60,000,000 and $40,000,000 in regulatory capital and $60,000,000 and $26,500,000 of SBA-guaranteed debentures outstanding, respectively.
On August 12, 2014, the Company obtained exemptive relief from the SEC to permit it to exclude the debt of the SBIC subsidiaries guaranteed by the SBA from its asset coverage test under the 1940 Act. The exemptive relief provides the Company with increased flexibility under the asset coverage test by permitting it to borrow up to $325,000,000 more than it would otherwise be able to absent the receipt of this exemptive relief.
On a stand-alone basis, the SBIC subsidiaries held $295,105,243 and $277,440,338 in assets at March 31, 2021 and December 31, 2020, respectively, which accounted for approximately 39.5% and 41.1% of the Company’s total consolidated assets, respectively.
Debentures guaranteed by the SBA have fixed interest rates that equal prevailing 10-year U.S. Treasury Note rates plus a market spread and have a maturity of ten years with interest payable semi-annually. The principal amount of the debentures is not required to be paid before maturity, but may be pre-paid at any time with no prepayment penalty. SBA-guaranteed debentures drawn before October 1, 2019 incur upfront fees of 3.425%, which consists of a 1.00% commitment fee and a 2.425% issuance discount, which are amortized over the life of the SBA-guaranteed debentures. SBA-guaranteed debentures drawn after October 1, 2019 incur upfront fees of 3.435%, which consists of a 1.00% commitment fee and a 2.435% issuance discount, which are amortized over the life of the SBA-guaranteed debentures. Once pooled, which occurs in March and September of each applicable year, the SBA-guaranteed debentures bear interest at a fixed rate that is set to the current 10-year treasury rate plus a spread at each pooling date.
51
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The following table summarizes the SBIC subsidiaries’ aggregate SBA-guaranteed debentures as of March 31, 2021:
| Issuance Date | Licensee | Maturity Date | Debenture<br><br> Amount | Interest<br> Rate | SBA Annual<br> Charge | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| October 14, 2014 | SBIC I | March 1, 2025 | $ | 6,500,000 | 2.52 | % | 0.36 | % | ||
| October 17, 2014 | SBIC I | March 1, 2025 | 6,500,000 | 2.52 | % | 0.36 | % | |||
| December 24, 2014 | SBIC I | March 1, 2025 | 3,250,000 | 2.52 | % | 0.36 | % | |||
| June 29, 2015 | SBIC I | September 1, 2025 | 9,750,000 | 2.83 | % | 0.36 | % | |||
| October 22, 2015 | SBIC I | March 1, 2026 | 6,500,000 | 2.51 | % | 0.36 | % | |||
| October 22, 2015 | SBIC I | March 1, 2026 | 1,500,000 | 2.51 | % | 0.74 | % | |||
| November 10, 2015 | SBIC I | March 1, 2026 | 8,800,000 | 2.51 | % | 0.74 | % | |||
| November 18, 2015 | SBIC I | March 1, 2026 | 1,500,000 | 2.51 | % | 0.74 | % | |||
| November 25, 2015 | SBIC I | March 1, 2026 | 8,800,000 | 2.51 | % | 0.74 | % | |||
| December 16, 2015 | SBIC I | March 1, 2026 | 2,200,000 | 2.51 | % | 0.74 | % | |||
| December 29, 2015 | SBIC I | March 1, 2026 | 9,700,000 | 2.51 | % | 0.74 | % | |||
| November 28, 2017 | SBIC I | March 1, 2028 | 25,000,000 | 3.19 | % | 0.22 | % | |||
| April 27, 2018 | SBIC I | September 1, 2028 | 40,000,000 | 3.55 | % | 0.22 | % | |||
| July 30, 2018 | SBIC I | September 1, 2028 | 17,500,000 | 3.55 | % | 0.22 | % | |||
| September 25, 2018 | SBIC I | March 1, 2029 | 2,500,000 | 3.11 | % | 0.22 | % | |||
| October 17, 2019 | SBIC II | March 1, 2030 | 6,000,000 | 2.08 | % | 0.09 | % | |||
| November 15, 2019 | SBIC II | March 1, 2030 | 5,000,000 | 2.08 | % | 0.09 | % | |||
| December 17, 2020 | SBIC II | March 1, 2031 | 9,000,000 | 1.67 | % | 0.09 | % | |||
| December 17, 2020 | SBIC II | March 1, 2031 | 6,500,000 | 1.67 | % | 0.27 | % | |||
| February 16, 2021 | SBIC II | March 1, 2031 | 1,000,000 | 1.67 | % | 0.27 | % | |||
| February 16, 2021 | SBIC II | March 1, 2031 | 3,125,000 | 1.67 | % | 0.27 | % | |||
| February 16, 2021 | SBIC II | March 1, 2031 | 3,125,000 | 1.67 | % | 0.27 | % | |||
| February 16, 2021 | SBIC II | March 1, 2031 | 3,125,000 | 1.67 | % | 0.27 | % | |||
| February 16, 2021 | SBIC II | March 1, 2031 | 3,125,000 | 1.67 | % | 0.27 | % | |||
| February 27, 2021 | SBIC II | March 1, 2031 | 10,000,000 | 1.67 | % | 0.27 | % | |||
| March 2, 2021 | SBIC II | March 1, 2031 | 10,000,000 | 1.67 | % | 0.27 | % | |||
| Total SBA-guaranteed<br> debentures | $ | 210,000,000 |
As of March 31, 2021 and December 31, 2020, the carrying amount of the SBA-guaranteed debentures approximated their fair value. The fair values of the SBA-guaranteed debentures are determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the SBA-guaranteed debentures are estimated based upon market interest rates for our own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. At March 31, 2021 and December 31, 2020, the SBA-guaranteed debentures would be deemed to be Level 3, as defined in Note 6.
52
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
As of March 31, 2021, the Company has incurred $7,798,500 in financing costs related to the SBA-guaranteed debentures since receiving its licenses, which were recorded as prepaid loan fees. As of March 31, 2021 and December 31, 2020, $4,714,415 and $3,332,504 of prepaid financing costs had yet to be amortized, respectively. These prepaid loan fees are presented on the consolidated statement of assets and liabilities as a deduction from the debt liability.
The following is a summary of the SBA-guaranteed debentures, net of prepaid loan fees:
| March 31, | December 31, | |||
|---|---|---|---|---|
| 2021 | 2020 | |||
| SBA debentures payable | $ | 210,000,000 | $ | 176,500,000 |
| Prepaid loan fees | 4,714,415 | 3,332,504 | ||
| SBA Debentures, net of prepaid loan<br> fees | $ | 205,285,585 | $ | 173,167,496 |
The following table summarizes the interest expense and amortized fees on the SBA-guaranteed debentures for the three ended March 31, 2021 and 2020:
| For the<br> three months ended | ||||||
|---|---|---|---|---|---|---|
| March 31, | March 31, | |||||
| 2021 | 2020 | |||||
| Interest expense | $ | 1,385,834 | $ | 1,341,683 | ||
| Debenture fee amortization | 233,813 | 171,275 | ||||
| Total interest and financing expenses | $ | 1,619,647 | $ | 1,512,958 | ||
| Weighted average interest rate | 3.0 | % | 3.3 | % | ||
| Effective interest rate (including fee amortization) | 3.5 | % | 3.8 | % | ||
| Average debt outstanding | $ | 190,211,111 | $ | 161,000,000 | ||
| Cash paid for interest | $ | 2,706,619 | $ | 2,659,213 |
NOTE11 — NOTES
On August 21, 2017, the Company issued $42,500,000 in aggregate principal amount of 5.75% fixed-rate notes due September 15, 2022 (the “2022 Notes”). On September 8, 2017, the Company issued an additional $6,375,000 in aggregate principal amount of the 2022 Notes pursuant to a full exercise of the underwriters’ overallotment option. On January 13, 2021, the Company caused notices to be issued to the holders of its 2022 Notes regarding the Company’s exercise of its option to redeem all of the issued and outstanding 2022 Notes, pursuant to the Second Supplemental Indenture dated as of August 21, 2017, between the Company and U.S. Bank National Association, as trustee. The Company redeemed all $48,875,000 in aggregate principal amount of the 2022 Notes on February 12, 2021. The 2022 Notes were redeemed at 100% of their principal amount, plus the accrued and unpaid interest thereon through the redemption date. As a result of the redemption, the Company recognized a loss on debt extinguishment of $539,250 due to the write off of the remaining deferred financing costs on the 2022 Notes. This loss is included in the Consolidated Statement of Operations for the three months ended March 31, 2021.
53
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The following table summarizes the interest expense and deferred financing costs on the 2022 Notes for the three months ended March 31, 2021 and 2020:
| For the<br> three months ended | ||||||
|---|---|---|---|---|---|---|
| March 31, | March 31, | |||||
| 2021 | 2020 | |||||
| Interest expense | $ | 320,063 | $ | 702,578 | ||
| Deferred financing costs | 28,232 | 82,874 | ||||
| Administration fees | 9,000 | — | ||||
| Total interest and financing expenses | $ | 357,295 | $ | 785,452 | ||
| Loss<br> on debt extinguishment^(1)^ | 539,250 | |||||
| Weighted<br> average interest rate^(2)^ | 5.7 | % | 5.8 | % | ||
| Effective<br> interest rate (including fee amortization)^(2)^ | 6.4 | % | 6.4 | % | ||
| Average<br> debt outstanding^(3)^ | $ | 48,875,000 | $ | 48,875,000 | ||
| Cash paid for interest | $ | 453,966 | $ | 702,578 | ||
| (1) | The<br> loss on debt extinguishment is not included in interest expense or net investment income | |||||
| --- | --- | |||||
| (2) | Excludes<br> the loss on debt extinguishment | |||||
| --- | --- | |||||
| (3) | For<br> the three months ended March 31, 2021, the average is calculated for the period January 1,<br> 2021 through February 12, 2021; the repayment date of the 2022 Notes | |||||
| --- | --- |
On January 14, 2021, the Company issued $100,000,000 in aggregate principal amount of 4.875% fixed-rate notes due 2026 (the “2026 Notes”). The 2026 Notes will mature on March 30, 2026, and may be redeemed in whole or in part at any time or from time to time at our option on or after December 31, 2025 at a redemption price equal to 100% of the outstanding principal, plus accrued and unpaid interest. Interest on the 2026 Notes is payable semi-annually beginning September 30, 2021.
The Company used the net proceeds from the 2026 Notes offering to fully redeem the 2022 Notes and repay a portion of the amount outstanding under the Credit Facility. As of March 31, 2021, the aggregate carrying amount of the 2026 Notes was approximately $100,000,000.
Prior to their redemption on February 12, 2021, the 2022 Notes were listed on New York Stock Exchange under the trading symbol “SCA”. As of December 31, 2020, the fair value of the 2022 Notes was $49,168,250. The 2026 Notes are institutional, non-traded notes. As these notes were recently issued, the 2026 Notes are carried at cost, which approximates fair value.
In connection with the issuance and maintenance of the 2026 Notes, the Company incurred $2,328,553 of fees which are being amortized over the term of the 2026 Notes, of which $2,234,326 remains to be amortized as of March 31, 2021. These financing costs are presented on the consolidated statement of assets and liabilities as a deduction from the debt liability.
54
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The following table summarizes the interest expense and deferred financing costs on the 2026 Notes for the three months ended March 31, 2021:
| For the<br> three months ended | ||||||
|---|---|---|---|---|---|---|
| March 31, | March 31, | |||||
| 2021 | 2020 | |||||
| Interest expense | $ | 1,042,708 | $ | — | ||
| Deferred financing costs | 94,228 | — | ||||
| Total interest and financing expenses | $ | 1,136,936 | $ | — | ||
| Weighted average interest rate | 4.9 | % | — | % | ||
| Effective interest rate (including fee amortization) | 5.4 | % | — | % | ||
| Average<br> debt outstanding^(1)^ | $ | 100,000,000 | $ | — | ||
| Cash paid for interest | $ | — | $ | — | ||
| (1) | Calculated<br> for the period from January 14, 2021, the date of the 2026 Notes offering, through March 31,<br> 2021. | |||||
| --- | --- |
The following is a summary of the 2026 Notes Payable, net of deferred financing costs:
| March 31, | December 31, | |||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Notes payable | $ | 100,000,000 | $ | — |
| Deferred financing costs | 2,234,326 | — | ||
| Notes payable, net of deferred financing<br> costs | $ | 97,765,674 | $ | — |
The indenture and supplements thereto relating to the 2026 Notes contain certain covenants, including but not limited to (i) a requirement that the Company comply with the asset coverage requirements of the 1940 Act or any successor provisions, and (ii) a requirement to provide financial information to the holders of the notes and the trustee under the indenture if the Company should no longer be subject to the reporting requirements under the Exchange Act. As of March 31, 2021, the Company was in compliance with these covenants.
NOTE12 — SUBSEQUENT EVENTS
InvestmentPortfolio
On April 22, 2021, the Company received full repayment on the unsecured term loan of Skopos Financial, LLC for total proceeds of $14,000,000.
On April 26, 2021, the Company invested $10,811,966 in the first lien term loan and committed $100,000 in both the unfunded revolver and delayed draw term loan of an HVAC and plumbing designer, installer, and service provider for new/existing DCs, fulfilment sortation facilities, and warehouses.
On April 28, 2021, the Company invested $7,500,000 in the first lien term loan and committed $2,000,000 in the unfunded revolver of Unicat Catalyst, LLC, a global formulator and distributor of heterogeneous, consumable catalyst products primarily serving the refinery, petrochemical, and other end markets. Additionally, we invested $750,000 in the equity of the company.
CreditFacility
The outstanding balance under the Credit Facility as of May 6, 2021 was $186,000,000.
55
STELLUSCAPITAL INVESTMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
SBA-guaranteedDebentures
The total balance of SBA-guaranteed debentures outstanding as of May 6, 2021 was $220,000,000.
SBICII Subsidiary
On April 13, 2021, the Company contributed $15,000,000 to the SBIC II subsidiary, bringing total contributed capital to the SBIC II subsidiary to $50,000,000.
DividendDeclared
On April 19, 2021, the Board declared a regular monthly dividend for each of April 2021, May 2021 and June 2021 as follows:
| Declared | Ex-Dividend Date | Record Date | Payment Date | Amount<br> per Share | |
|---|---|---|---|---|---|
| 4/19/2021 | 4/29/2021 | 4/30/2021 | 5/14/2021 | $ | 0.0833 |
| 4/19/2021 | 5/27/2021 | 5/28/2021 | 6/15/2021 | $ | 0.0833 |
| 4/19/2021 | 6/29/2021 | 6/30/2021 | 7/15/2021 | $ | 0.0833 |
56
Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-LookingStatements
Some of the statements in this quarterly report on Form 10-Q constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties, related to the current COVID-19 pandemic and otherwise, including statements as to:
| • | our<br> future operating results; |
|---|---|
| • | our<br> business prospects and the prospects of our portfolio companies; |
| --- | --- |
| • | the<br> effect of investments that we expect to make; |
| --- | --- |
| • | our<br> contractual arrangements and relationships with third parties; |
| --- | --- |
| • | actual<br> and potential conflicts of interest with Stellus Capital; |
| --- | --- |
| • | the<br> dependence of our future success on the general economy and its effect on the industries<br> in which we invest; |
| --- | --- |
| • | the<br> ability of our portfolio companies to achieve their objectives; |
| --- | --- |
| • | the<br> use of borrowed money to finance a portion of our investments; |
| --- | --- |
| • | the<br> adequacy of our financing sources and working capital; |
| --- | --- |
| • | the<br> timing of cash flows, if any, from the operations of our portfolio companies and the impact<br> of the; |
| --- | --- |
| • | the<br> ability of Stellus Capital to locate suitable investments for us and to monitor and administer<br> our investments; |
| --- | --- |
| • | the<br> ability of Stellus Capital to attract and retain highly talented professionals; |
| --- | --- |
| • | our<br> ability to maintain our qualification as a RIC and as a BDC; and |
| --- | --- |
| • | the<br> effect of future changes in laws or regulations (including the interpretation of these laws<br> and regulations by regulatory authorities) and conditions in our operating areas, particularly<br> with respect to business development companies or RICs. |
| --- | --- |
Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words ’‘may,’’ ’‘might,’’ ’‘will,’’ ’‘intend,’’ ’’should,’’ ’‘could,’’ ’‘can,’’ ’‘would,’’ ’‘expect,’’ ’‘believe,’’ ’‘estimate,’’ ’‘anticipate,’’ ’‘predict,’’ ’‘potential,’’ ’‘plan’’ or similar words.
We have based the forward-looking statements included in this quarterly report on Form 10-Q on information available to us on the date of this quarterly report on Form 10-Q. Actual results could differ materially from those anticipated in our forward-looking statements, and future results could differ materially from historical performance. We undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law or SEC rule or regulation. You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview
We were organized as a Maryland corporation on May 18, 2012, and formally commenced operations on November 7, 2012. Our investment objective is to maximize the total return to our stockholders in the form of current income and capital appreciation through debt and related equity investments in middle-market companies.
We are an externally managed, non-diversified, closed-end investment company that has elected to be regulated as a BDC under the 1940 Act. Our investment activities are managed by our investment adviser, Stellus Capital.
As a BDC, we are required to comply with certain regulatory requirements. For instance, as a BDC, we may not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets. Qualifying assets include investments in ’‘eligible portfolio companies.’’ Under the relevant SEC rules, the term ’‘eligible portfolio company’’ includes all private operating companies, operating companies whose securities are not listed on a national securities exchange, and certain public operating companies that have listed their securities on a national securities exchange and have a market capitalization of less than $250 million, in each case organized and with their principal of business in the United States.
57
We have elected to be treated for U.S. federal tax purposes as a RIC under Subchapter M of the Code. To maintain our qualification as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. As of March 31, 2021, we were in compliance with the RIC requirements. As a RIC, we generally will not have to pay corporate-level U.S. federal income taxes on any income we distribute to our stockholders.
On March 23, 2018, the Small Business Credit Availability Act (the “SBCAA”) was signed into law, which included various changes to regulations under the federal securities laws that impact BDCs. The SBCAA included changes to the 1940 Act to allow BDCs to decrease their asset coverage requirement to 150% from 200% under certain circumstances.
On April 4, 2018, the Board, including a ’‘required majority’’ (as such term is defined in Section 57(o) of the Investment Company Act of 1940, as amended (the ’’1940 Act’’)) of the Board, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act. At our 2018 annual meeting of stockholders our stockholders also approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act. As a result, the asset coverage ratio applicable to us was decreased from 200% to 150%, effective June 28, 2019. As of March 31, 2021, our asset coverage ratio was 203%. The amount of leverage that we employ at any time depends on our assessment of the market and other factors at the time of any proposed borrowing.
COVID-19Developments
On March 11, 2020, the World Health Organization declared COVID-19 a pandemic and recommended containment and mitigation measures worldwide. The COVID-19 pandemic has had a significant impact on the U.S. and global economy. Each portfolio company has been assessed on an individual basis to identify the impact of the COVID-19 pandemic on the valuation of our investments in such company. We believe that any such COVID-19 pandemic impacts have been reflected in the valuation of our investments.
The global impact of the outbreak continues to evolve, and many countries have reacted by instituting quarantines, prohibitions on travel and the closure of offices, businesses, schools, retail stores and other public venues. Businesses are also implementing similar precautionary measures. Such measures, as well as the general uncertainty surrounding the dangers and impact of the COVID-19 pandemic, have created significant disruption in supply chains and economic activity. While several countries, as well as certain states in the United States, have begun to lift public health restrictions with the view to reopening their economies, recurring COVID-19 outbreaks have led to the re-introduction of such restrictions in certain states in the United States and globally and could continue to lead to the re-introduction of such restrictions elsewhere. The Federal Food and Drug Administration authorized vaccines produced for emergency use starting in December 2020, and such vaccines have been distributed nationally; however, it remains unclear how quickly the vaccines will continue to be be distributed nationwide and globally or when “herd immunity” will be achieved and the restrictions that were imposed to slow the spread of the virus will be lifted entirely. The delay in distributing the vaccines could lead people to continue to self-isolate and not participate in the economy at pre-pandemic levels for a prolonged period of time. Even after the COVID-19 pandemic subsides, the U.S. economy and most other major global economies may continue to experience a recession, and we anticipate our business and operations could be materially adversely affected by a prolonged recession in the United States and other major markets.
As COVID-19 continues to spread, the potential impacts, including a global, regional, or other economic recession, remain uncertain and difficult to assess. The extent of the impact of the COVID-19 pandemic on the financial performance of our current and future investments will depend on future developments, including the duration and spread of the virus, related advisories and restrictions, and the health of the financial markets and economy, all of which are highly uncertain and cannot be predicted. To the extent our portfolio companies are adversely impacted by the effects of the COVID-19 pandemic, it may have a material adverse impact on our future net investment income, the fair value of our portfolio investments and our financial condition.
Economicoutlook
The Federal Food and Drug Administration authorized vaccines produced for emergency use starting in December 2020, it remains unclear how quickly the vaccines will be distributed nationwide and globally or when “herd immunity” will be achieved and the restrictions that were imposed to slow the spread of the virus will be lifted entirely. The delay in distributing the vaccines could lead people to continue to self- isolate and not participate in the economy at pre-pandemic levels for a prolonged period. The COVID-19 pandemic could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. The COVID-19 pandemic presents material uncertainty and risks with respect to the underlying value of our portfolio companies and with respect to our business, financial condition, results of operations, and cash flows, such as the potential negative impact to financing arrangements, increased costs of operations, changes in law and/or regulation, and uncertainty regarding government and regulatory policy.
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Operations
The partners and employees of Stellus Capital, our advisor, have been primarily operating remotely since March 16, 2020 without disruption to Stellus Capital’s operations and such partners and employees are prepared to continue working remotely as long as is necessary for the health and safety of all personnel.
OurCOVID-19 response
Since the onset of the COVID-19 pandemic, we have been in regular contact with all of our portfolio companies and their sponsors to assess, among other things, their ability to function in the new environment. Discussions have addressed the portfolio companies’ liquidity position, expected covenant compliance, and the health of their workforce and customers.
Financialimpact
We will continue to closely monitor the financial condition of our portfolio companies as part of our efforts to mitigate the impact of the COVID-19 pandemic. Historical information may be relatively less significant.
PortfolioComposition and Investment Activity
PortfolioComposition
We originate and invest primarily in privately-held middle-market companies (typically those with $5.0 million to $50.0 million of EBITDA (earnings before interest, taxes, depreciation and amortization)) through first lien (including unitranche), second lien, and unsecured debt financing, often times with a corresponding equity investment.
As of March 31, 2021, we had $714.5 million (at fair value) invested in 70 portfolio companies. As of March 31, 2021, our portfolio included approximately 79% of first lien debt, 9% of second lien debt, 4% of unsecured debt and 8% of equity investments at fair value. The composition of our investments at cost and fair value as of March 31, 2021 was as follows:
| Cost | Fair Value | |||
|---|---|---|---|---|
| Senior<br> Secured – First Lien^(1)^ | $ | 564,962,894 | $ | 564,335,624 |
| Senior Secured – Second Lien | 84,697,904 | 61,483,486 | ||
| Unsecured Debt | 32,450,689 | 32,155,362 | ||
| Equity | 37,435,473 | 56,490,000 | ||
| Total Investments | $ | 719,546,960 | $ | 714,464,472 |
(1) Includes unitranche investments, which account for 11.9% of our portfolio at fair value. Unitranche structures may combine characteristics of first lien senior secured as well as second lien and/or subordinated loans and our unitranche loans will expose us to the risks associated with second lien and subordinated loans to the extent we invest in the “last-out” tranche.
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As of December 31, 2020, we had $653.4 million (at fair value) invested in 66 portfolio companies. As of December 31, 2020, our portfolio included approximately 78% of first lien debt, 11% of second lien debt, 3% of unsecured debt and 8% of equity investments at fair value. The composition of our investments at cost and fair value as of December 31, 2020 was as follows:
| Cost | Fair Value | |||
|---|---|---|---|---|
| Senior<br> Secured – First Lien^(1)^ | $ | 508,060,059 | $ | 508,673,064 |
| Senior Secured – Second Lien | 93,636,285 | 70,720,186 | ||
| Unsecured Debt | 22,212,888 | 21,191,245 | ||
| Equity | 34,719,734 | 52,840,000 | ||
| Total Investments | $ | 658,628,966 | $ | 653,424,495 |
(1) Includes unitranche investments, which account for 13.0% of our portfolio at December 31, 2020 at fair value. Unitranche structures may combine characteristics of first lien senior secured as well as second lien and/or subordinated loans and our unitranche loans will expose us to the risks associated with second lien and subordinated loans to the extent we invest in the “last-out” tranche.
Our investment portfolio may contain loans that are in the form of lines of credit or revolving credit facilities, which require us to provide funding when requested by portfolio companies in accordance with the terms and conditions of the underlying loan agreements. As of March 31, 2021 and December 31, 2020, we had unfunded commitments of $22.8 million and $28.9 million, respectively, to provide debt financing for 22 and 19 portfolio companies, respectively. As of March 31, 2021, we had sufficient liquidity (through cash on hand and available borrowings under the Credit Facility) to fund such unfunded commitments should the need arise.
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The following is a summary of geographical concentration of our investment portfolio as of March 31, 2021:
| % of Total | |||||||
|---|---|---|---|---|---|---|---|
| Cost | Fair Value | Investments | |||||
| Texas | $ | 157,437,788 | $ | 140,656,616 | 19.69 | % | |
| California | 87,069,947 | 92,848,345 | 13.00 | % | |||
| Illinois | 63,254,406 | 63,438,481 | 8.88 | % | |||
| Arizona | 50,798,324 | 52,365,151 | 7.33 | % | |||
| New Jersey | 38,213,997 | 37,055,764 | 5.19 | % | |||
| Ohio | 34,058,021 | 36,493,498 | 5.11 | % | |||
| Canada | 34,833,488 | 35,024,601 | 4.90 | % | |||
| Wisconsin | 22,681,481 | 22,852,123 | 3.20 | % | |||
| Washington | 22,872,672 | 22,813,176 | 3.19 | % | |||
| New York | 18,976,992 | 20,183,512 | 2.82 | % | |||
| United Kingdom | 21,283,132 | 19,788,875 | 2.77 | % | |||
| Washington, D.C. | 19,151,180 | 19,201,280 | 2.69 | % | |||
| South Carolina | 15,844,753 | 18,412,490 | 2.58 | % | |||
| Indiana | 17,749,809 | 17,990,759 | 2.52 | % | |||
| Maryland | 16,937,047 | 17,106,250 | 2.39 | % | |||
| Minnesota | 15,687,680 | 15,688,188 | 2.20 | % | |||
| North Carolina | 15,536,435 | 13,452,687 | 1.88 | % | |||
| Alabama | 12,230,520 | 12,281,719 | 1.72 | % | |||
| Florida | 12,131,350 | 11,995,454 | 1.68 | % | |||
| Missouri | 9,935,332 | 10,725,000 | 1.50 | % | |||
| Pennsylvania | 9,888,426 | 9,850,000 | 1.38 | % | |||
| Virginia | 7,423,287 | 7,648,786 | 1.07 | % | |||
| Georgia | 685,000 | 6,680,000 | 0.93 | % | |||
| Tennessee | 4,935,243 | 4,959,782 | 0.69 | % | |||
| Puerto Rico | 8,613,244 | 2,341,935 | 0.33 | % | |||
| Massachusetts | 1,317,406 | 1,850,000 | 0.26 | % | |||
| Utah | - | 760,000 | 0.11 | % | |||
| $ | 719,546,960 | $ | 714,464,472 | 100.00 | % |
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The following is a summary of geographical concentration of our investment portfolio as of December 31, 2020:
| % of Total | |||||||
|---|---|---|---|---|---|---|---|
| Investments | |||||||
| Cost | Fair Value | at fair<br> value | |||||
| Texas | $ | 151,640,862 | $ | 135,146,776 | 20.68 | % | |
| California | 86,050,467 | 92,069,851 | 14.09 | % | |||
| Illinois | 57,330,756 | 57,535,404 | 8.81 | % | |||
| Arizona | 50,822,139 | 52,015,600 | 7.96 | % | |||
| New Jersey | 38,228,359 | 37,765,139 | 5.78 | % | |||
| Ohio | 34,109,657 | 35,827,682 | 5.48 | % | |||
| Wisconsin | 22,721,856 | 22,827,500 | 3.49 | % | |||
| Canada | 21,318,659 | 21,540,925 | 3.30 | % | |||
| New York | 19,527,594 | 20,547,579 | 3.14 | % | |||
| Tennessee | 19,832,576 | 19,959,613 | 3.05 | % | |||
| United Kingdom | 20,159,650 | 18,727,500 | 2.87 | % | |||
| South Carolina | 15,834,471 | 18,132,490 | 2.77 | % | |||
| Indiana | 17,741,889 | 18,026,339 | 2.76 | % | |||
| Maryland | 16,970,057 | 17,064,250 | 2.61 | % | |||
| Florida | 12,404,739 | 12,299,545 | 1.88 | % | |||
| Alabama | 12,252,768 | 12,252,768 | 1.88 | % | |||
| Washington | 11,803,768 | 11,801,363 | 1.81 | % | |||
| Missouri | 9,956,554 | 10,720,000 | 1.64 | % | |||
| Pennsylvania | 9,884,148 | 9,900,000 | 1.52 | % | |||
| Virginia | 7,505,287 | 7,759,020 | 1.19 | % | |||
| Washington, D.C. | 6,937,907 | 7,030,512 | 1.08 | % | |||
| Georgia | 685,000 | 6,420,000 | 0.98 | % | |||
| North Carolina | 4,979,153 | 2,925,000 | 0.45 | % | |||
| Puerto Rico | 8,613,244 | 2,589,639 | 0.40 | % | |||
| Massachusetts | 1,317,406 | 1,780,000 | 0.27 | % | |||
| Utah | — | 760,000 | 0.12 | % | |||
| $ | 658,628,966 | $ | 653,424,495 | 100.00 | % |
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The following is a summary of industry concentration of our investment portfolio as of March 31, 2021:
| % of Total | |||||||
|---|---|---|---|---|---|---|---|
| Cost | Fair Value | Investments | |||||
| Services: Business | $ | 153,997,793 | $ | 162,504,358 | 22.74 | % | |
| Healthcare & Pharmaceuticals | 86,870,351 | 82,904,195 | 11.60 | % | |||
| Aerospace & Defense | 66,615,494 | 64,921,355 | 9.09 | % | |||
| Beverage, Food, & Tobacco | 40,297,535 | 41,543,170 | 5.81 | % | |||
| Media: Broadcasting & Subscription | 31,356,544 | 34,084,802 | 4.77 | % | |||
| High Tech Industries | 33,580,332 | 33,822,644 | 4.73 | % | |||
| Capital Equipment | 32,507,740 | 33,544,326 | 4.70 | % | |||
| Consumer Goods: Durable | 27,507,794 | 27,451,222 | 3.84 | % | |||
| Education | 26,444,058 | 24,458,420 | 3.42 | % | |||
| Services: Consumer | 38,012,766 | 22,467,312 | 3.14 | % | |||
| Media: Advertising, Printing & Publishing | 21,688,930 | 20,457,126 | 2.86 | % | |||
| Transportation & Logistics | 18,562,588 | 18,699,789 | 2.62 | % | |||
| Finance | 16,507,196 | 18,650,000 | 2.61 | % | |||
| Retail | 15,844,753 | 18,412,490 | 2.58 | % | |||
| Containers, Packaging, & Glass | 17,821,650 | 17,927,123 | 2.51 | % | |||
| Metals & Mining | 16,937,047 | 17,106,250 | 2.39 | % | |||
| Software | 12,325,478 | 14,902,687 | 2.09 | % | |||
| Consumer goods: non-durable | 13,346,042 | 13,040,854 | 1.83 | % | |||
| Automotive | 11,036,930 | 10,968,750 | 1.54 | % | |||
| Environmental Industries | 10,752,846 | 10,170,000 | 1.42 | % | |||
| Utilities: Oil & Gas | 9,888,426 | 9,850,000 | 1.38 | % | |||
| Energy: Oil & Gas | 11,033,455 | 9,779,474 | 1.37 | % | |||
| Chemicals, Plastics, & Rubber | 6,611,212 | 6,798,125 | 0.95 | % | |||
| 719,546,960 | 714,464,472 | 100.00 | % |
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The following is a summary of industry concentration of our investment portfolio as of December 31, 2020:
| % of Total | |||||||
|---|---|---|---|---|---|---|---|
| Investments | |||||||
| Cost | Fair Value | at fair<br> value | |||||
| Services: Business | $ | 102,005,864 | $ | 109,873,364 | 16.82 | % | |
| Healthcare & Pharmaceuticals | 87,198,279 | 82,945,887 | 12.69 | % | |||
| Aerospace & Defense | 53,615,886 | 52,184,338 | 7.99 | % | |||
| Beverage, Food, & Tobacco | 39,339,090 | 41,012,620 | 6.28 | % | |||
| Media: Broadcasting & Subscription | 31,889,423 | 34,418,869 | 5.27 | % | |||
| High Tech Industries | 33,571,427 | 33,793,693 | 5.17 | % | |||
| Consumer Goods: Durable | 27,802,124 | 27,780,032 | 4.25 | % | |||
| Environmental Industries | 25,454,549 | 24,977,427 | 3.82 | % | |||
| Education | 26,428,607 | 24,494,108 | 3.75 | % | |||
| Services: Consumer | 38,026,487 | 22,600,924 | 3.46 | % | |||
| Media: Advertising, Printing & Publishing | 21,903,057 | 21,348,217 | 3.27 | % | |||
| Capital Equipment | 20,005,255 | 20,680,904 | 3.17 | % | |||
| Finance | 18,016,762 | 19,435,000 | 2.97 | % | |||
| Transportation & Logistics | 18,690,276 | 18,944,945 | 2.90 | % | |||
| Retail | 15,834,471 | 18,132,490 | 2.77 | % | |||
| Containers, Packaging, & Glass | 17,853,813 | 17,890,000 | 2.74 | % | |||
| Metals & Mining | 16,970,057 | 17,064,250 | 2.61 | % | |||
| Consumer goods: non-durable | 13,272,383 | 12,930,000 | 1.98 | % | |||
| Automotive | 11,028,125 | 11,028,125 | 1.69 | % | |||
| Construction & Building | 10,446,055 | 10,750,000 | 1.65 | % | |||
| Energy: Oil & Gas | 11,015,013 | 9,991,177 | 1.53 | % | |||
| Utilities: Oil & Gas | 9,884,148 | 9,900,000 | 1.52 | % | |||
| Chemicals, Plastics, & Rubber | 6,605,024 | 6,808,125 | 1.04 | % | |||
| Software | 1,772,791 | 4,430,000 | 0.68 | % | |||
| Hotel, Gaming, & Leisure | - | 10,000 | 0.00 | % | |||
| $ | 658,628,966 | $ | 653,424,495 | 100.00 | % |
At March 31, 2021, our average portfolio company investment at amortized cost and fair value was approximately $10.3 million and $10.2 million, respectively, and our largest portfolio company investment at amortized cost and fair value was $21.5 million and $21.6 million, respectively. At December 31, 2020, our average portfolio company investment at amortized cost and fair value was approximately $10.0 million and $9.9 million, respectively, and our largest portfolio company investment at amortized cost and fair value was approximately $21.4 million and $21.6 million, respectively.
At March 31, 2021, 93% of our debt investments bore interest based on floating rates (subject to interest rate floors), such as LIBOR, and 7% bore interest at fixed rates. At December 31, 2020, 93% of our debt investments bore interest based on floating rates (subject to interest rate floors), such as LIBOR, and 7% bore interest at fixed rates.
The weighted average yield on all of our debt investments as of both March 31, 2021 and December 31, 2020 was 8.3%. The weighted average yield on all of our investments, including non-income producing equity positions, investments as of March 31, 2021 and December 31, 2020 was approximately 7.8% and 7.9%, respectively. The weighted average yield was computed using the effective interest rates for all of our debt investments, including accretion of original issue discount. The weighted average yield of our debt investments is not the same as a return on investment for our stockholder, but, rather relates to a portion of our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses.
As of March 31, 2021 and December 31, 2020, we had cash and cash equivalents of $30.4 million and $18.5 million, respectively.
InvestmentActivity
During the three months ended March 31, 2021, we made an aggregate of $93.4 million (net of fees) of investments in three new portfolio company and eleven existing portfolio companies. During the three months ended March 31, 2021, we received an aggregate of $33.6 million in proceeds from repayments of our investments.
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Our level of investment activity can vary substantially from period to period depending on many factors, including the amount of debt and equity capital required by middle-market companies, the level of merger and acquisition activity, the general economic environment and the competitive environment for the types of investments we make.
AssetQuality
In addition to various risk management and monitoring tools, Stellus Capital uses an investment rating system to characterize and monitor the credit profile and expected level of returns on each investment in our investment portfolio. This investment rating system uses a five-level numeric scale. The following is a description of the conditions associated with each investment category:
| • | Investment<br> Category 1 is used for investments that are performing above expectations, and whose risks remain favorable compared to the expected<br> risk at the time of the original investment. | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| • | Investment<br> Category 2 is used for investments that are performing within expectations and whose risks remain neutral compared to the expected<br> risk at the time of the original investment. All new loans are initially rated 2. | |||||||||||||
| --- | --- | |||||||||||||
| • | Investment<br> Category 3 is used for investments that are performing below expectations and that require closer monitoring, but where no loss of<br> return or principal is expected. Portfolio companies with a rating of 3 may be out of compliance with financial covenants. | |||||||||||||
| --- | --- | |||||||||||||
| • | Investment<br> Category 4 is used for investments that are performing substantially below expectations and whose risks have increased substantially<br> since the original investment. These investments are often in work out. Investments with a rating of 4 are those for which some loss<br> of return but no loss of principal is expected. | |||||||||||||
| --- | --- | |||||||||||||
| • | Investment<br> Category 5 is used for investments that are performing substantially below expectations and whose risks have increased substantially<br> since the original investment. These investments are almost always in work out. Investments with a rating of 5 are those for which<br> some loss of return and principal is expected. | |||||||||||||
| --- | --- | |||||||||||||
| As of<br> March 31, 2021 | As of<br> December 31, 2020 | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (dollars in millions) | (dollars in millions) | |||||||||||||
| Number of | Number of | |||||||||||||
| % of Total | Portfolio | % of Total | Portfolio | |||||||||||
| Investment Category | Fair Value | Portfolio | Companies | Fair Value | Portfolio | Companies | ||||||||
| 1 | $ | 119.4 | 17 | % | 14 | $ | 87.3 | 14 | % | 12 | ||||
| 2 | 538.8 | 75 | % | 48 | 496.5 | 76 | % | 45 | ||||||
| 3 | 44.6 | 6 | % | 4 | 61.3 | 9 | % | 6 | ||||||
| 4 | 3.6 | 1 | % | 1 | — | — | % | — | ||||||
| 5 | 8.1 | 1 | % | 3 | 8.3 | 1 | % | 3 | ||||||
| Total | $ | 714.5 | 100 | % | 70 | $ | 653.4 | 100 | % | 66 |
Loansand Debt Securities on Non-Accrual Status
We will not accrue interest on loans and debt securities if we have reason to doubt our ability to collect such interest. As of March 31, 2021, we had five loans on non-accrual status, which represented approximately 5.3% of our loan portfolio at cost and 1.8% at fair value. As of December 31, 2020, we had three loans on non-accrual status, which represented approximately 4.3% of our loan portfolio at cost and 1.0% at fair value. As of March 31, 2021 and December 31, 2020, $8.2 million and $7.1 million of income from investments on non-accrual has not been accrued, respectively.
Resultsof 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.
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Comparisonof the three months ended March 31, 2021 and 2020
Revenues
We generate revenue in the form of interest income on debt investments and capital gains and distributions, if any, on investment securities that we may acquire in portfolio companies. Our debt investments typically have a term of five to seven years and bear interest at a fixed or floating rate. Interest on our debt securities is generally payable quarterly. Payments of principal on our debt investments may be amortized over the stated term of the investment, deferred for several years or due entirely at maturity. In some cases, our debt investments may pay interest in-kind, or PIK interest. Any outstanding principal amount of our debt securities and any accrued but unpaid interest will generally become due at the maturity date. The level of interest income we receive is directly related to the balance of interest-bearing investments multiplied by the weighted average yield of our investments. We expect that the total dollar amount of interest and any dividend income that we earn will increase as the size of our investment portfolio increases. In addition, we may generate revenue in the form of prepayment fees, commitment, loan origination, structuring or due diligence fees, fees for providing significant managerial assistance and consulting fees.
The following shows the breakdown of investment income for the three months ended March 31, 2021 and 2020 (in millions).
| Three months | Three months | |||
|---|---|---|---|---|
| ended | ended | |||
| March 31, | March 31, | |||
| 2021 | 2020 | |||
| Interest<br> income^(1)^ | $ | 13.4 | $ | 14.4 |
| PIK Interest | 0.1 | 0.5 | ||
| Miscellaneous<br> fees^(1)^ | 0.5 | 0.4 | ||
| Total | $ | 14.0 | $ | 15.3 |
^(1)^For the three months ended March 31, 2021, we recognized $0.3 million of non-recurring income related to early repayments and amendments to specific loan positions. For the three months ended March 31, 2020, we recognized $0.9 million of non-recurring income related to early repayments, amendments to specific loan positions and the recognition of previously reserved income from a prior period.
The decrease in interest income from the respective periods was due to a decrease in the underlying rates used to price our loan portfolio over the period, as well as the recognition of previously reserved interest during the three months ending March 31, 2020.
Expenses
Our primary operating expenses include the payment of fees to Stellus Capital under the investment advisory agreement, our allocable portion of overhead expenses under the administration agreement and other operating costs described below. We bear all other out-of-pocket costs and expenses of our operations and transactions, which may include:
| • | organization<br> and offering expenses; |
|---|---|
| • | Expenses<br> incurred in valuing our assets and calculating our net asset value (including the cost and expenses of any independent valuation<br> firm); |
| --- | --- |
| • | fees<br> and expenses incurred by Stellus Capital or payable to third parties, including agents, consultants or other advisors, in monitoring<br> financial and legal affairs for us and in monitoring our investments and performing due diligence on our prospective portfolio companies<br> or otherwise relating to, or associated with, evaluating and making investments; |
| --- | --- |
| • | interest<br> payable on debt, if any, incurred to finance our investments and expenses related to unsuccessful portfolio acquisition efforts; |
| --- | --- |
| • | offerings<br> of our common stock and other securities; |
| --- | --- |
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| • | base<br> management and incentive fees; |
|---|---|
| • | administration<br> fees and expenses, if any, payable under the administration agreement (including our allocable portion of Stellus Capital’s<br> overhead in performing its obligations under the administration agreement, including rent and the allocable portion of the cost of<br> our chief compliance officer, chief financial officer and their respective staffs); |
| --- | --- |
| • | transfer<br> agent and custodial fees and expenses; |
| --- | --- |
| • | U.S.<br> federal and state registration fees; |
| --- | --- |
| • | all<br> costs of registration and listing our securities on any securities exchange; |
| --- | --- |
| • | U.S.<br> federal, state and local taxes; |
| --- | --- |
| • | independent<br> directors’ fees and expenses; |
| --- | --- |
| • | costs<br> of preparing and filing reports or other documents required by the SEC or other regulators; |
| --- | --- |
| • | costs<br> of any reports, proxy statements or other notices to stockholders, including printing costs; |
| --- | --- |
| • | costs<br> associated with individual or group stockholders; |
| • | costs<br> and fees associated with any fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance<br> premiums; |
| --- | --- |
| • | direct<br> costs and expenses of administration and operation, including printing, mailing, long distance telephone, copying, secretarial and<br> other staff, independent auditors and outside legal costs; and |
| --- | --- |
| • | all<br> other expenses incurred by us or Stellus Capital in connection with administering our business. |
| --- | --- |
The following shows the breakdown of operating expenses for the three months ended March 31, 2021 and 2020 (in millions).
| Three months | Three months | ||||
|---|---|---|---|---|---|
| ended | ended | ||||
| March 31, | March 31, | ||||
| 2021 | 2020 | ||||
| Operating Expenses | |||||
| Management fees | $ | 3.0 | $ | 2.7 | |
| Valuation Fees | 0.1 | 0.1 | |||
| Administrative services expenses | 0.5 | 0.5 | |||
| Income incentive fee expense | — | 1.3 | |||
| Capital gain incentive fee expense | 0.1 | (0.9 | ) | ||
| Professional fees | 0.3 | 0.4 | |||
| Directors’ fees | 0.1 | 0.1 | |||
| Insurance expense | 0.1 | 0.1 | |||
| Interest expense and other fees | 4.3 | 4.3 | |||
| Income tax expense | 0.2 | 0.2 | |||
| Other general and<br> administrative | 0.3 | 0.2 | |||
| Total Operating Expenses | $ | 8.9 | $ | 9.0 |
The decrease in operating expenses for the respective periods was primarily due to lower income incentive fees, as a result of pre-incentive fee net investment income being lower than the hurdle rate, mainly due to lower LIBOR rates over the period. See Note 2 for further discussion on incentive fees. The decrease was offset by an increase in our capital gains incentive fees.
NetInvestment Income
For the three months ended March 31, 2021, net investment income was $5.1 million, or $0.26 per common share (based on 19,486,003 weighted-average common shares outstanding at March 31, 2021).
For the three months ended March 31, 2020, net investment income was $6.2 million, or $0.32 per common share (based on 19,429,480 weighted-average common shares outstanding at March 31, 2020).
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The decrease in net investment income over the respective periods was due to lower investment income as a result of lower LIBOR rates over the period, as well as previously reserved income from prior periods recognized during the three months ended March 31, 2020.
NetRealized Gains and Losses
We measure realized gains or losses by the difference between the net proceeds from the repayment, sale or disposition and the amortized cost basis of the investment, using the specific identification method, without regard to unrealized appreciation or depreciation previously recognized.
Repayments of investments and amortization of other investments for the three months ended March 31, 2021 totaled $33.5 million and net realized gain totaled $0.5 million.
Repayments of investments and amortization of other investments for the three months ended March 31, 2020 totaled $31.8 million and net realized gain totaled $1.3 million.
NetChange in Unrealized Appreciation/(Depreciation) of Investments
Net change in unrealized appreciation (depreciation) primarily reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded appreciation or depreciation when gains or losses are realized.
Net change in unrealized appreciation (depreciation) on investments and cash equivalents for the three months ended March 31, 2021 and 2020 totaled $0.1 million and ($51.5) million, respectively.
The change in unrealized appreciation over the respective periods was due to a reversal of unrealized depreciation recorded during the three months ended March 31, 2020, primarily from the negative economic impact caused by the onset of the COVID-19 pandemic. We believe that any such COVID-19 pandemic impacts have been reflected in the valuation of our investments.
Provisionfor Taxes on Unrealized Appreciation on Investments
We have direct wholly owned subsidiaries that have elected to be taxable entities (the “Taxable Subsidiaries”). The Taxable Subsidiaries permit us to hold equity investments in portfolio companies which are “pass through” entities for U.S. federal income tax purposes and continue to comply with the “source income” requirements contained in RIC tax provisions of the Code. The Taxable Subsidiaries are not consolidated with us for U.S. federal income tax purposes and may generate income tax expense, benefit, and the related tax assets and liabilities, as a result of their ownership of certain portfolio investments. The income tax expense, or benefit, if any, and related tax assets and liabilities are reflected in our consolidated financial statements. For the three months ended March 31, 2021 and 2020, we recognized a (provision) benefit for income tax on unrealized investments of ($168) thousand and $29 thousand for the Taxable Subsidiaries, respectively. As of March 31, 2021 and December 31, 2020, there was $527.4 thousand and $359.6 thousand of deferred tax liability on the Consolidated Statement of Assets and Liabilities.
NetIncrease in Net Assets Resulting from Operations
For the three months ended March 31, 2021, net decrease in net assets resulting from operations totaled $4.9 million, or $0.25 per common share (based on 19,486,003 weighted-average common shares outstanding at March 31, 2021).
For the three months ended March 31, 2020, net increase in net assets resulting from operations totaled ($43.9) million, or ($2.26) per common share (based on 19,429,480 weighted-average common shares outstanding at March 31, 2020).
The increase in the net increase (decrease) in net assets between the respective periods was due to a reversal of unrealized depreciation during the three months ended March 31, 2020, primarily from the negative economic impact caused by the onset of the COVID-19 pandemic.
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Financialcondition, liquidity and capital resources
CashFlows from Operating and Financing Activities
Our operating activities used net cash of $57.1 million for the three months ended March 31, 2021, primarily in connection with the purchase and origination of new portfolio investments, some of which was offset by the sales and repayments on our investments. Our financing activities for the three months ended March 31, 2021 provided cash of $69.0 million due to the issuance of our 4.875% fixed-rate notes due 2026 (the “2026 Notes”) offset by the repayment of our 5.75% fixed-rate notes due 2022 (the “2022 Notes”) and net repayments on our Credit Facility.
Our operating activities used net cash of $27.9 million for the three months ended March 31, 2020, primarily in connection with the purchase and origination of new portfolio investments, some of which was offset by the sales and repayments on our investments. Our financing activities for the three months ended March 31, 2020 provided cash of $46.8 million due to borrowings under our Credit Facility.
Liquidityand Capital Resources
Our liquidity and capital resources are derived from the Credit Facility, the 2022 Notes, 2026 Notes, SBA-guaranteed debentures and cash flows from operations, including investment sales and repayments, and income earned. Our primary use of funds from operations includes investments in portfolio companies and other operating expenses we incur, as well as the payment of dividends to the holders of our common stock. We used, and expect to continue to use, these capital resources as well as proceeds from turnover within our portfolio and from public and private offerings of securities to finance our investment activities.
Although we expect to fund the growth of our investment portfolio through the net proceeds from future public and private equity offerings and issuances of senior securities or future borrowings to the extent permitted by the 1940 Act, our plans to raise capital may not be successful. In this regard, if our common stock trades at a price below our then-current net asset value per share, we may be limited in our ability to raise equity capital given that we cannot sell our common stock at a price below net asset value per share unless our stockholders approve such a sale and our Board of directors makes certain determinations in connection therewith. A proposal, approved by our stockholders at our 2020 annual stockholders meeting, authorizes us to sell up to 25% of our outstanding common shares at a price equal to or below the then current net asset value per share in one or more offerings. This authorization will expire on June 25, 2021, the one-year anniversary of our 2020 annual stockholders meeting. We would need similar future approval from our stockholders to issue shares below the then current net asset value per share any time after the expiration of the current approval. In addition, we intend to distribute between 90% and 100% of our taxable income to our stockholders in order to satisfy the requirements applicable to RICs under Subchapter M of the Code. Consequently, we may not have the funds or the ability to fund new investments, to make additional investments in our portfolio companies, to fund our unfunded commitments to portfolio companies or to repay borrowings. In addition, the illiquidity of our portfolio investments may make it difficult for us to sell these investments when desired and, if we are required to sell these investments, we may realize significantly less than their recorded value.
Also, as a BDC, we generally are required to meet a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, over the aggregate amount of the senior securities, which include all of our borrowings and any outstanding preferred stock, of at least 150% effective June 29, 2018 (at least 200% prior to June 29, 2018). This requirement limits the amount that we may borrow. We have received exemptive relief from the SEC to permit us to exclude the debt of Stellus Capital SBIC, LP (“SBIC subsidiary”) and Stellus Capital SBIC II, LP (“SBIC II subsidiary”) (together, “the SBIC subsidiaries”) guaranteed by the Small Business Administration (“SBA”) from the definition of senior securities in the asset coverage test under the 1940 Act. We were in compliance with the asset coverage ratios at all times. As of March 31, 2021 and December 31, 2020, our asset coverage ratio was 203% and 223%, respectively. The amount of leverage that we employ will depend on our assessment of market conditions and other factors at the time of any proposed borrowing, such as the maturity, covenant package and rate structure of the proposed borrowings, our ability to raise funds through the issuance of shares of our common stock and the risks of such borrowings within the context of our investment outlook. Ultimately, we only intend to use leverage if the expected returns from borrowing to make investments will exceed the cost of such borrowing. As of March 31, 2021 and December 31, 2020, we had cash and cash equivalents of $30.4 million and $18.5 million, respectively. Cash held within the SBIC subsidiaries is generally restricted to the origination of new SBIC-eligible loans and the payment of SBA debentures, related interest expense and fund-expenses. Distributions from positive retained earnings available for distribution are made to the BDC as provided in the SBICs’ limited partnership agreements.
CreditFacility
On October 11, 2017, we entered a senior secured revolving credit agreement, dated as of October 10, 2017, as amended, that was amended and restated on September 18, 2020 with ZB, N.A., dba Amegy Bank and various other lenders (the “Credit Facility”).
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On October 11, 2017, the Company entered the Credit Facility, as amended and restated, provides for borrowings up to a maximum of $230.0 million on a committed basis with an accordion feature that allows us to increase the aggregate commitments up to $280.0 million, subject to new or existing lenders agreeing to participate in the increase and other customary conditions.
Borrowings under the Credit Facility bear interest, subject to our election, on a per annum basis equal to (i) LIBOR plus 2.50% (or 2.75% during certain periods in which our asset coverage ratio is equal to or below 1.90 to 1.00) with a 0.25% LIBOR floor, or (ii) 1.50% (or 1.75% during certain periods in which our asset coverage ratio is equal to or below 1.90 to 1.00) plus an alternate base rate based on the highest of the Prime Rate (subject to a 3% floor), Federal Funds Rate plus 0.5% or one month LIBOR plus 1.0%. We pay unused commitment fees of 0.50% per annum on the unused lender commitments under the Credit Facility. Interest is payable monthly or quarterly in arrears. The commitment to fund the revolver expires on September 18, 2024, after which we may no longer borrow under the Credit Facility and must begin repaying principal equal to 1/12 of the aggregate amount outstanding under the Credit Facility. Any amounts borrowed under the Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on September 18, 2025.
Our obligations to the lenders are secured by a first priority security interest in our portfolio of securities and cash not held at the SBIC subsidiaries, but excluding short term investments. The Credit Facility contains certain covenants, including but not limited to: (i) maintaining a minimum liquidity test of at least $10.0 million, including cash, liquid investments and undrawn availability, (ii) maintaining an asset coverage ratio of at least 1.67 to 1.0, and (iii) maintaining a minimum stockholder’s equity, and (iv) maintaining a minimum interest coverage ratio of at least 2.00 to 1.00. As of March 31, 2021, we were in compliance with these covenants.
As of March 31, 2021 and December 31, 2020, $165.5 million and $174.0 million, respectively, was outstanding under the Credit Facility. The carrying amount of the amount outstanding under the Credit Facility approximates its fair value. The fair values of the Credit Facility is determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Credit Facility is estimated based upon market interest rates for our own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. We incurred costs of $3.6 million in connection with the current Credit Facility, which are being amortized over the life of the facility. Additionally, $0.3 million of costs from a prior credit facility will continue to be amortized over the remaining life of the Credit Facility. As of March 31, 2021 and December 31, 2020, $2.1 million and $2.3 million of such prepaid loan structure fees and administration fees had yet to be amortized, respectively. These prepaid loan fees are presented on the consolidated statement of assets and liabilities as a deduction from the debt liability.
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Interest is payable monthly or quarterly in arrears. The following table summarizes the interest expense and amortized loan fees on the Credit Facility for the three months ended March 31, 2021 and 2020 (in millions):
| For the<br> three months ended | ||||||
|---|---|---|---|---|---|---|
| March 31, | March 31, | |||||
| 2021 | 2020 | |||||
| Interest expense | $ | 1.0 | $ | 1.8 | ||
| Loan fee amortization | 0.1 | 0.1 | ||||
| Commitment fees on unused portion | 0.1 | 0.1 | ||||
| Total interest and financing expenses | $ | 1.2 | $ | 2.0 | ||
| Weighted average interest rate | 2.8 | % | 4.1 | % | ||
| Effective interest rate (including fee amortization) | 3.5 | % | 4.5 | % | ||
| Average debt outstanding | $ | 140.7 | $ | 175.8 | ||
| Cash paid for interest and unused fees | $ | 1.0 | $ | 1.9 |
SBA-GuaranteedDebentures
Due to the SBIC subsidiaries’ status as licensed SBICs, we have the ability to issue debentures guaranteed by the SBA at favorable interest rates (“SBA-guaranteed debentures”). Under the regulations applicable to SBIC funds, a single licensee can have outstanding SBA-guaranteed debentures, subject to a regulatory leverage limit, up to two times the amount of regulatory capital. As of both March 31, 2021 and December 31, 2020, the SBIC subsidiary had $75.0 million in “regulatory capital”, as such term is defined by the SBA and $150.0 million of SBA-guaranteed debentures outstanding.
As of both March 31, 2021 and December 31, 2020, the SBIC II subsidiary had $60.0 million and $40.0 million in regulatory capital and $60.0 million and $26.5 million of SBA-guaranteed debentures outstanding, respectively.
On August 12, 2014, we obtained exemptive relief from the SEC to permit us to exclude the debt of the SBIC subsidiaries guaranteed by the SBA from our 200% asset coverage test under the 1940 Act. The exemptive relief provides us with increased flexibility under the 200% asset coverage test by permitting us to borrow up to $325.0 million more than we would otherwise be able to absent the receipt of this exemptive relief.
On a stand-alone basis, the SBIC subsidiaries held $295.1 million and $277.3 million in assets at March 31, 2021 and December 31, 2020, respectively, which accounted for approximately 39.5% and 41.1% of our total consolidated assets, respectively.
SBA-guaranteed debentures have fixed interest rates that equal prevailing 10-year U.S. Treasury Note rates plus a market spread and have a maturity of ten years with interest payable semi-annually. The principal amount of the debentures is not required to be paid before maturity but may be pre-paid at any time with no prepayment penalty. SBA-guaranteed debentures drawn before October 1, 2019 incurred upfront fees of 3.425%, which consisted of a 1.00% commitment fee and a 2.425% issuance discount, which are being amortized over the life of the SBA-guaranteed debentures. SBA-guaranteed debentures drawn after October 1, 2019 incur upfront fees of 3.435%, which consists of a 1.00% commitment fee and a 2.435% issuance discount, which are amortized over the life of the SBA-guaranteed debentures. Once pooled, which occurs in March and September of each applicable year, the SBA-guaranteed debentures bear interest at a fixed rate that is set to the current 10-year treasury rate plus a spread at each pooling date.
As of March 31, 2021 and December 31, 2020, the carrying amount of the SBA-guaranteed debentures approximated their fair value. The fair values of the SBA-guaranteed debentures are determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the SBA-guaranteed debentures is estimated based upon market interest rates for our own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. At March 31, 2021 and December 31, 2020 the SBA-guaranteed debentures would be deemed to be Level 3, as defined in Note 6.
As of March 31, 2021, we have incurred $7.8 million in financing costs related to the SBA-guaranteed debentures since the SBIC subsidiaries received their licenses, which were recorded as prepaid loan fees. As of March 31, 2021 and December 31, 2020, $4.7 and $3.3 million of prepaid financing costs had yet to be amortized, respectively. These prepaid loan fees are presented on the consolidated statement of assets and liabilities as a deduction from the debt liability.
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The following table summarizes the interest expense and amortized fees on the SBA-guaranteed debentures for the three months ended March 31, 2021 and 2020 (dollars in millions):
| For the<br> three months ended | ||||||
|---|---|---|---|---|---|---|
| March 31, | March 31, | |||||
| 2021 | 2020 | |||||
| Interest expense | $ | 1.4 | $ | 1.3 | ||
| Debenture fee amortization | 0.2 | 0.2 | ||||
| Total interest and financing expenses | $ | 1.6 | $ | 1.5 | ||
| Weighted average interest rate | 3.0 | % | 3.3 | % | ||
| Effective interest rate (including fee amortization) | 3.5 | % | 3.8 | % | ||
| Average debt outstanding | $ | 190.2 | $ | 161.0 | ||
| Cash paid for interest | $ | 2.7 | $ | 2.7 |
NotesOffering
On August 21, 2017, we issued $42.5 million in aggregate principal amount of 5.75% fixed-rate notes due September 15, 2022 (the “2022 Notes”). On September 8, 2017, we issued an additional $6.38 million in aggregate principal amount of the 2022 Notes pursuant to a full exercise of the underwriters’ overallotment option. On January 13, 2021, we caused notices to be issued to the holders of its 2022 Notes regarding the Company’s exercise of its option to redeem all of the issued and outstanding 2022 Notes, pursuant to the Second Supplemental Indenture dated as of August 21, 2017, between the Company and U.S. Bank National Association, as trustee. We redeemed all $48.875 million in aggregate principal amount of the 2022 Notes on February 12, 2021. The 2022 Notes were redeemed at 100% of their principal amount, plus the accrued and unpaid interest thereon through the redemption date. As a result of the redemption, we recognized a loss on debt extinguishment of $0.5 million due to the write off of the remaining deferred financing costs on the 2022 Notes. This loss is included in the Consolidated Statement of Operations for the three months ended March 31, 2021.
The following table summarizes the interest expense and deferred financing costs on the 2022 Notes for the three ended March 31, 2021 and 2020:
| For the<br> three months ended | ||||||
|---|---|---|---|---|---|---|
| March 31, | March 31, | |||||
| 2021 | 2020 | |||||
| Interest expense | $ | 0.3 | $ | 0.7 | ||
| Deferred financing costs | 0.1 | 0.1 | ||||
| Total interest and financing expenses | $ | 0.4 | $ | 0.8 | ||
| Loss<br> on extinguishment of debt ^(1)^ | 0.5 | — | ||||
| Weighted<br> average interest rate ^(2)^ | 5.7 | % | 5.8 | % | ||
| Effective<br> interest rate (including fee amortization)^(2)^ | 6.4 | % | 6.4 | % | ||
| Average<br> debt outstanding ^(3)^ | $ | 48.9 | $ | 48.9 | ||
| Cash paid for interest | $ | 0.5 | $ | 0.7 |
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| (1) | The<br> loss on debt extinguishment is not included in interest expense or net investment income |
|---|---|
| (2) | Excludes<br> the loss on debt extinguishment |
| --- | --- |
| (3) | For<br> the three months ended March 31, 2021, the average is calculated for the period January 1,<br> 2021 through February 12, 2021; the repayment date of the 2022 Notes |
| --- | --- |
On January 14, 2021, we issued $100.0 million in aggregate principal amount of 4.875% fixed-rate notes due 2026 (the “2026 Notes”). The 2026 Notes will mature on March 30, 2026, and may be redeemed in whole or in part at any time or from time to time at our option on or after December 31, 2025 at a redemption price equal to 100% of the outstanding principal, plus accrued and unpaid interest. Interest is payable semi-annually beginning September 30, 2021
We used the net proceeds from this offering to fully redeem the 2022 Notes and repay a portion of the amount outstanding under the Credit Facility. As of March 31, 2021 and December 31, 2020, the aggregate carrying amount of the 2026 Notes were approximately $100.0 million and $0.
Prior to their redemption on February 12, 2021, the 2022 Notes were listed on New York Stock Exchange under the trading symbol “SCA”. As of December 31, 2020, the fair value of the 2022 Notes was $49.2 million. The carrying value of the 2026 Notes approximates fair value.
In connection with the issuance of the 2026 Notes, we have incurred $2.3 million of fees which are being amortized over the term of the 2026 Notes, of which $2.2 million remains to be amortized as of March 31, 2021. These financing costs are presented on the consolidated statement of assets and liabilities as a deduction from the debt liability.
The following table summarizes the interest expense and deferred financing costs on the 2026 Notes for the three and three months ended March 31, 2021 and 2020 (dollars in millions):
| For the<br> three months ended | ||||||
|---|---|---|---|---|---|---|
| March 31, | March 31, | |||||
| 2021 | 2020 | |||||
| Interest expense | $ | 1.0 | $ | — | ||
| Deferred financing costs | 0.1 | — | ||||
| Total interest and financing expenses | $ | 1.1 | $ | — | ||
| Weighted average interest rate | 4.9 | % | — | % | ||
| Effective interest rate (including fee amortization) | 5.4 | % | — | % | ||
| Average debt outstanding | $ | 100.0 | $ | — | ||
| Cash paid for interest | $ | — | $ | — |
Off-BalanceSheet Arrangements
We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. As of March 31, 2021 and December 31, 2020, our off-balance sheet arrangements consisted of $22.8 million and $28.9 million, respectively, of unfunded commitments to provide debt financing to 22 and 19 of our portfolio companies, respectively. As of March 31, 2021, we had sufficient liquidity to fund such unfunded commitments (through cash on hand and available borrowings under the Credit Facility) should the need arise.
RegulatedInvestment Company Status and Dividends
We have elected to be treated as a RIC under Subchapter M of the Code. So long as we maintain our qualification as a RIC, we will not be taxed on our investment company taxable income or realized net capital gains, to the extent that such taxable income or gains are distributed, or deemed to be distributed, to stockholders as dividends on a timely basis.
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Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation until realized. Distributions declared and paid by us in a year may differ from taxable income for that year as such dividends may include the distribution of current year taxable income or the distribution of prior year taxable income carried forward into and distributed in the current year. Distributions also may include returns of capital.
To qualify for RIC tax treatment, we must, among other things, distribute, with respect to each taxable year, at least 90% of our investment company net taxable income (i.e., our net ordinary income and our realized net short-term capital gains in excess of realized net long-term capital losses, if any). If we maintain our qualification as a RIC, we must also satisfy certain distribution requirements each calendar year in order to avoid a federal excise tax on our undistributed earnings of a RIC. As of December 31, 2020, we had $21,051,549 of undistributed taxable income that will be carried forward toward distributions paid during the year ending December 31, 2021.
We intend to distribute to our stockholders between 90% and 100% of our annual taxable income (which includes our taxable interest and fee income). However, the covenants contained in the Credit Facility may prohibit us from making distributions to our stockholders, and, as a result, could hinder our ability to satisfy the distribution requirement. In addition, we may retain for investment some or all of our net taxable capital gains (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) and treat such amounts as deemed distributions to our stockholders. If we do this, our stockholders will be treated as if they received actual distributions of the capital gains we retained and then reinvested the net after-tax proceeds in our common stock. Our stockholders also may be eligible to claim tax credits (or, in certain circumstances, tax refunds) equal to their allocable share of the tax we paid on the capital gains deemed distributed to them. To the extent our taxable earnings for a fiscal taxable year fall below the total amount of our dividends for that fiscal year, a portion of those dividend distributions may be deemed a return of capital to our stockholders.
We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage test for borrowings applicable to us as a business development company under the 1940 Act and due to provisions in Credit Facility. We cannot assure stockholders that they will receive any distributions or distributions at a particular level.
In accordance with certain applicable U.S. Treasury regulations and private letter rulings issued by the Internal Revenue Service (the “IRS”), a RIC may treat a distribution of its own stock as fulfilling its RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either cash or stock of the RIC, subject to a limitation that the aggregate amount of cash to be distributed to all stockholders must be at least 20% of the aggregate declared distribution. If too many stockholders elect to receive cash, each stockholder electing to receive cash must receive a pro rata amount of cash (with the balance of the distribution paid in stock). In no event will any stockholder, electing to receive cash, receive less than 20% of his or her entire distribution in cash.
If these and certain other requirements are met, for U.S. federal income tax purposes, the amount of the dividend paid in stock will be equal to the amount of cash that could have been received instead of stock. We have no current intention of paying dividends in shares of our stock in accordance with these U.S. Treasury regulations or private letter rulings. However, we continue to monitor the Company’s liquidity position and the overall economy and will continue to assess whether it would be in our and our shareholders’ best interest to take advantage of the IRS rulings.
RecentAccounting Pronouncements
See Note 1 to the consolidated financial statements contained herein for a description of recent accounting pronouncements, if any, including the expected dates of adoption and the anticipated impact on the financial statements.
CriticalAccounting Policies
See Note 1 to the consolidated financial statements contained herein for a description of critical accounting policies.
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SubsequentEvents
InvestmentPortfolio
On April 22, 2021, we received full repayment on the unsecured term loan of Skopos Financial, LLC for total proceeds of $14.0 million.
On April 26, 2021, we invested $10.8 million in the first lien term loan and committed $0.1 million in both the unfunded revolver and delayed draw term loan of an HVAC and plumbing designer, installer, and service provider for new/existing DCs, fulfilment sortation facilities, and warehouses.
On April 28, 2021, we invested $7.5 million in the first lien term loan and committed $2.0 million in the unfunded revolver of Unicat Catalyst, LLC, a global formulator and distributor of heterogeneous, consumable catalyst products primarily serving the refinery, petrochemical, and other end markets. Additionally, we invested $0.8 million in the equity of the company.
CreditFacility
The outstanding balance under the Credit Facility as of May 6, 2021 was $186.0 million.
SBA-guaranteedDebentures
The total balance of SBA-guaranteed debentures outstanding as of May 6, 2021 was $220.0 million.
SBICII Subsidiary
On April 13, 2021, we contributed $15.0 million to the SBIC II subsidiary, bringing total contributed capital to the SBIC II subsidiary to $50.0 million.
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DividendDeclared
On April 19, 2021, our Board declared a regular monthly dividend for each of April 2021, May 2021 and June 2021 as follows:
| Declared | Ex-Dividend Date | Record Date | Payment Date | Amount<br> per Share | |
|---|---|---|---|---|---|
| 4/19/2021 | 4/29/2021 | 4/30/2021 | 5/14/2021 | $ | 0.0833 |
| 4/19/2021 | 5/27/2021 | 5/28/2021 | 6/15/2021 | $ | 0.0833 |
| 4/19/2021 | 6/29/2021 | 6/30/2021 | 7/15/2021 | $ | 0.0833 |
Item3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to financial market risks, including changes in interest rates. At both March 31, 2021 and December 31, 2020, 93% of the loans in our portfolio bore interest at floating rates. These floating rate loans typically bear interest in reference to LIBOR, which are indexed to 30-day or 90-day LIBOR rates, subject to an interest rate floor. As of March 31, 2021 and December 31, 2020, the weighted average interest rate floor on our floating rate loans was 1.19% and 1.21%, respectively.
Assuming that the Statement of Assets and Liabilities as of March 31, 2021 were to remain constant and no actions were taken to alter the existing interest rate sensitivity, the following table shows the annual impact on net income of changes in interest rates:
| ( in millions) | |||||||
|---|---|---|---|---|---|---|---|
| Change<br> in Basis Points (2) | Interest<br> Expense ^(3)^ | Net<br> Interest Income ^(1)^ | |||||
| Up 200 basis points | 6.8 | $ | (3.3 | ) | $ | 3.5 | |
| Up 150 basis points | 3.8 | (2.5 | ) | 1.3 | |||
| Up 100 basis points | 1.5 | (1.7 | ) | (0.2 | ) | ||
| Up 50 basis points | 0.5 | (0.8 | ) | (0.3 | ) | ||
| Down 25 basis points | 0.0 | 0.0 | 0.0 |
All values are in US Dollars.
| ^(1)^ | Excludes<br> the impact of incentive fees based on pre-incentive fee net investment income. See Note 2 for more information on the incentive fee. |
|---|---|
| ^(2)^ | The<br> three month LIBOR rate at March 31, 2021 was 19 basis points. This table assumes LIBOR would not fall below zero. |
| ^(3)^ | Includes<br> the impact of the 25 bps LIBOR floor in place on the Credit Facility. |
Although we believe that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in credit quality, size and composition of the assets on the balance sheet and other business developments that could affect net increase in net assets resulting from operations. Accordingly, no assurances can be given that actual results would not differ materially from the potential outcome simulated by this estimate. We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contacts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio of investments. For the three months ended March 31, 2021 and 2020, we did not engage in hedging activities.
Item4. Controls and Procedures
| (a) | Evaluation of Disclosure Controls and Procedures |
|---|
The Company’s management, under the supervision and with the participation of various members of management, including its Chief Executive Officer and its Chief Financial Officer, has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO have concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this report.
76
| (b) | Changes in Internal Control Over Financial Reporting |
|---|
The Company’s management did not identify any change in the Company’s internal control over financial reporting that occurred during the quarter ended March 31, 2021 that has materially affected, or is reasonable likely to materially affect, the Company’s internal control over financial reporting.
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PARTII — OTHER INFORMATION
| Item 1. | Legal Proceedings |
|---|
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or our subsidiaries. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.
| Item 1A. | Risk Factors |
|---|
There have been no material changes in the information provided under the heading “Risk Factors” in our Annual Report on Form 10-K as of December 31, 2020 other than as provided below. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, financial condition and/or operating results.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
|---|
No shares were issued under the distribution reinvestment program (“DRIP”) during the three months ended March 31, 2021. During the three months ended March 31, 2020, the Company issued 9,910 shares of common stock under the DRIP. This issuance was not subject to the registration requirements of the Securities Act. The aggregate value of the shares of our common stock issued under the DRIP for the three months ended March 31, 2020 was approximately $135,472.
| Item 3. | Defaults Upon Senior Securities |
|---|
Not applicable.
| Item 4. | Mine Safety Disclosures |
|---|
Not applicable.
| Item 5. | Other Information |
|---|
None.
| Item 6. | EXHIBITS. |
|---|
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits filed with the SEC:
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated:<br> May 6, 2021 | STELLUS CAPITAL INVESTMENT CORPORATION | |
|---|---|---|
| By: | /s/<br> Robert T. Ladd | |
| Name: | Robert<br> T. Ladd | |
| Title: | Chief<br> Executive Officer and President | |
| By: | /s/<br> W. Todd Huskinson | |
| --- | --- | |
| Name: | W.<br> Todd Huskinson | |
| Title: | Chief<br> Financial Officer |
79
Exhibit31.1
I, Robert T. Ladd, Chief Executive Officer of Stellus Capital Investment Corporation certify that:
| 1. | I have reviewed<br> this quarterly report on Form 10-Q of Stellus Capital Investment Corporation; |
|---|---|
| 2. | Based on<br> my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect<br> to the period covered by this report; |
| --- | --- |
| 3. | Based on<br> my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented<br> in this report; |
| --- | --- |
| 4. | The registrant’s<br> other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined<br> in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules<br> 13a-15(f) and 15d-15(f)) for the registrant and have: |
| --- | --- |
| (a) | designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to<br> us by others within those entities, particularly during the period in which this report is being prepared; |
| --- | --- |
| (b) | designed<br>such internal control over financial reporting, or caused such internal control over financial reporting to be designed under<br>our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial<br>statements for external purposes in accordance with generally accepted accounting principles; |
| --- | --- |
| (c<br> ) | evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions<br> about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report<br> based on such evaluation; and |
| (d) | disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially<br> affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;<br> and |
| --- | --- |
| 5. | The registrant’s<br> other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,<br> to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing<br> the equivalent functions): |
| --- | --- |
| (a) | all significant<br> deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably<br> likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and |
| --- | --- |
| (b) | any fraud,<br> whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting. |
| --- | --- |
Dated this 6^th^ day of May 2021.
| By: | /s/<br>Robert T. Ladd |
|---|---|
| Robert T. Ladd<br><br> Chief Executive Officer |
Exhibit31.2
I, W. Todd Huskinson, Chief Financial Officer of Stellus Capital Investment Corporation certify that:
| 1. | I have reviewed this quarterly<br> report on Form 10-Q of Stellus Capital Investment Corporation; |
|---|---|
| 2. | Based on my knowledge, this<br> report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements<br> made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered<br> by this report; |
| --- | --- |
| 3. | Based on my knowledge, the<br> financial statements, and other financial information included in this report, fairly present in all material respects the<br> financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this<br> report; |
| --- | --- |
| 4. | The registrant’s other<br> certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in<br> Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules<br> 13a-15(f) and 15d-15(f)) for the registrant and have: |
| --- | --- |
| (a) | designed such disclosure<br> controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure<br> that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared; |
| --- | --- |
| (b) | designed<br>such internal control over financial reporting, or caused such internal control over financial reporting to be designed under<br>our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial<br>statements for external purposes in accordance with generally accepted accounting principles; |
| --- | --- |
| (c) | evaluated the effectiveness of the registrant’s<br> disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure<br> controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | disclosed in this report<br> any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially<br> affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;<br> and |
| --- | --- |
| 5. | The registrant’s other<br> certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,<br> to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing<br> the equivalent functions): |
| --- | --- |
| (a) | all significant deficiencies<br> and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely<br> to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| --- | --- |
| (b) | any fraud, whether or not<br> material, that involves management or other employees who have a significant role in the registrant’s internal control<br> over financial reporting. |
| --- | --- |
Dated this 6^th^ day of May 2021.
| By: | /s/<br>W. Todd Huskinson |
|---|---|
| W. Todd Huskinson<br><br> Chief Financial Officer |
Exhibit32.1
Certificationof Chief Executive Officer
Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
In connection with this Quarterly report on Form 10-Q (the “Report”) of Stellus Capital Investment Corporation (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Robert T. Ladd, the Chief Executive Officer of the Registrant, hereby certify, to the best of my knowledge, that:
| (1) | The Report fully complies<br> with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|---|---|
| (2) | The information contained<br> in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
| --- | --- |
| /s/<br>Robert T. Ladd | |
| --- | |
| Name: Robert T. Ladd<br><br> Date: May 6, 2021 |
Exhibit32.2
Certificationof Chief Financial Officer
Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
In connection with this Quarterly report on Form 10-Q (the “Report”) of Stellus Capital Investment Corporation (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, W. Todd Huskinson, the Chief Financial Officer of the Registrant, hereby certify, to the best of my knowledge, that:
| (1) | The Report fully complies<br> with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|---|---|
| (2) | The information contained<br> in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
| --- | --- |
| /s/<br>W. Todd Huskinson | |
| --- | |
| Name: W. Todd Huskinson<br><br> Date: May 6, 2021 |