Stellus Capital Investment Corp
For the period ended Mar 31, 2024. Filed May 9, 2024.
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Mar 31, 2024 · Filed May 9, 2024
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Notes to Unaudited Financial Statements
NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Stellus Capital Investment Corporation (“we”, “us”, “our” and the “Company”) was formed as a Maryland corporation on May 18, 2012 (“Inception”) and is an externally managed, closed-end, non-diversified investment management company. The Company is applying the guidance of Accounting Standards Codification (“ASC”) Topic 946,Financial Services Investment Companies(“ASC Topic 946”). 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, 2024, the Company had issued a total of 24,125,642 shares and raised $352,021,617 in gross proceeds since Inception, incurring $11,044,123 in offering expenses and sales load fees. Additionally, the Company has received $672,917 in offering expenses reimbursements from the Advisor for net proceeds from offerings of $341,650,411. The Company’s shares are currently listed on the New York Stock Exchange under the symbol “SCM”. See Note 4 for further details.
The Company has established the following wholly owned subsidiaries: SCIC — Consolidated Blocker, Inc., SCIC — ICD Blocker 1, Inc., SCIC — Invincible Blocker 1, Inc., SCIC — SKP Blocker 1, Inc., SCIC — APE Blocker 1, Inc., SCIC — Venbrook Blocker, 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 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.
As of both March 31, 2024 and December 31, 2023, the SBIC subsidiary had $75,000,000 in regulatory capital. As of both March 31, 2024 and December 31, 2023, the SBIC II subsidiary had $87,500,000 in regulatory capital.
As of both March 31, 2024 and December 31, 2023, the SBIC subsidiary had $150,000,000 of SBA-guaranteed debentures outstanding. As of both March 31, 2024 and December 31, 2023, the SBIC II subsidiary had $175,000,000 of SBA-guaranteed debentures outstanding. See footnotes (4) and (5) 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%, subject to certain conditions.
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, 2024, our asset coverage ratio was 214%.
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 $5,000,000 to $50,000,000 of EBITDA (earnings before interest, taxes, depreciation and amortization)) through first lien, second lien, unitranche and unsecured debt financing, with corresponding equity co-investments. The Company sources investments primarily through the extensive network of relationships that the principals of Stellus Capital have developed with financial sponsor firms, financial institutions, middle-market companies, management teams and other professional intermediaries.
Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared on the accrual basis of accounting in conformity with generally accepted accounting principles in the U.S. 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, 2024 and March 31, 2023 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, 2023.
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.
Economic Developments
Economic activity has continued to accelerate across sectors and regions. Nonetheless, we have observed and continue to observe supply chain interruptions, labor resource shortages, commodity inflation, rising interest rates, economic sanctions in response to international conflicts and instances of geopolitical, economic and financial market instability in the United States and abroad. One or more of these factors may contribute to increased market volatility and may have long- and short-term effects in the United States and worldwide financial markets.
Portfolio Investment Classification
The Company classifies its portfolio investments in accordance with the requirements of the 1940 Act as follows: (a) “Control Investments” are defined as investments in which the Company owns more than 25% of the voting securities or has rights to maintain greater than 50% of the board representation, (b) “Affiliate Investments” are defined as investments in which the Company owns between 5% and 25% of the voting securities and does not have rights to maintain greater than 50% of the board representation, and (c) “Non-controlled, non-affiliate investments” are defined as investments that are neither Control Investments or Affiliate Investments.
Cash and Cash Equivalents
As of March 31, 2024, cash balances totaling $346,435, including foreign currency of$111,845 (acquisition cost of$111,845), exceeded Federal Deposit Insurance Corporation insurance protection levels of $250,000 by $96,435. In addition, as of March 31, 2024, the Company held $48,415,286 in cash equivalents, which are carried at net asset value, which is considered a Level 1 valuation technique. All of the Company’s cash deposits are held at large established high credit quality financial institutions and management believes that risk of loss associated with any uninsured balances is remote.
Cash consists of bank demand deposits. We deem certain U.S. Treasury Bills and other high-quality, short-term debt securities as cash equivalents.
Fair Value Measurements
We account for 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 receivables and payables approximate the fair value of these items due to the short maturity of these instruments. This is considered a Level 2 valuation technique.
The Credit Facility, SBA-guaranteed debentures, and Notes Payable (as defined in Note 11) are carried at amortized cost in the Consolidated Statements of Assets and Liabilities. As of March 31, 2024, the estimated fair value of the Credit Facility approximates the carrying value because the interest rates adjust to the current market interest rate (Level 3 input). The estimated fair value of the SBA-guaranteed debentures and Notes Payable was determined by discounting projected remaining payments using market interest rates for borrowings of the Company and entities with similar credit risks at the measurement date. At the measurement date, the estimated fair values of the SBA-guaranteed debentures and Notes Payable as prepared for disclosure purposes was$304,465,000 and $92,626,000, respectively. See Note 6 to the consolidated financial statements for further discussion regarding the fair value measurements and hierarchy.
Consolidation
As permitted under Regulation S-X under the Exchange Act and ASC Topic 946, we generally do not consolidate our investment in a portfolio company other than an investment company subsidiary. Accordingly, we consolidated the results of the SBIC subsidiaries and the Taxable Subsidiaries. All intercompany balances have been eliminated upon consolidation.
Use of Estimates
The preparation of the Statements of Assets and Liabilities in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially. Additionally, as explained in Note 1 contained herein, the Consolidated Financial Statements includes investments in the portfolio whose values have been estimated by the Company, pursuant to procedures established by our Board, in the absence of readily ascertainable market values. Because of the inherent uncertainty of the investment portfolio valuations, those estimated values may differ materially from the values that would have been determined had a ready market for the securities existed.
Deferred Financing Costs
Deferred financing costs, prepaid loan fees on SBA-guaranteed debentures and prepaid loan structure fees consist of fees and expenses paid in connection with the closing of our Credit Facility, Notes Payable 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 Statements of Assets and Liabilities.
Offering Costs
Deferred offering costs consist of fees and expenses incurred in connection with the offer and sale of the Company’s common stock, including legal, accounting, printing fees and other related expenses, as well as costs incurred in connection with the filing of a shelf registration statement. These costs are capitalized when incurred and recognized as a reduction of offering proceeds when the offering is consummated and shown on the Consolidated Statements of Changes in Net Assets as a reduction to Paid-in-capital.
Investments
In December 2020, the U.S. Securities and Exchange Commission (the “SEC”) adopted a new rule providing a framework for fund valuation practices. Rule 2a-5 under the 1940 Act (“Rule 2a-5”) establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 permits boards, subject to board oversight and certain other conditions, to designate certain parties to perform fair value determinations. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must determine the fair value of a security. The SEC also adopted new Rule 31a-4 under the 1940 Act (“Rule 31a-4”), which provides the recordkeeping requirements associated with fair value determinations. Finally, the SEC rescinded previously issued guidance on related issues, including the role of the board in determining fair value and the accounting and auditing of fund investments. Rule 2a-5 and Rule 31a-4 became effective on March 8, 2021, and had a compliance date of September 8, 2022. While our Board has not elected to designate a valuation designee, the Company has adopted certain revisions to its valuation policies and procedures in order to comply with the applicable requirements of Rule 2a-5 and Rule 31a-4.
As a BDC, the Company will generally invest in illiquid loans and securities including debt and equity securities of private middle-market companies. Section 2(a)(41) of the 1940 Act requires that a BDC value its assets as follows: (i) the third party price for securities for which a quotation is readily available; and (ii) for all other securities and assets, fair value, as determined in good faith by a BDC's Board. 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 midpoint of 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.
Debt and equity investments purchased within approximately 90 days of the valuation date will be valued at cost, plus accreted discount, or minus amortized premium, which approximates fair value. With respect to unquoted securities, our Board will value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Board will use the pricing indicated by the external event to corroborate and/or assist us in our valuation. Because the Company expects that there will not be a readily available market quotation for many of the investments in its portfolio, the Company expects to value most of its portfolio investments at fair value as determined in good faith by the Board using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.
In following these approaches, the types of factors that will be taken into account in fair value pricing investments will include, as relevant, but not be limited to:
| ● | available current market data, including relevant and applicable market trading and transaction comparables; |
| ● | applicable market yields and multiples; |
| ● | financial covenants; |
| ● | call protection provisions; |
| ● | information rights; |
| ● | the nature and realizable value of any collateral; |
| ● | the portfolio company’s ability to make payments, its earnings and discounted cash flows and the markets in which it does business; |
| ● | comparisons of financial ratios of peer companies that are public; |
| ● | comparable merger and acquisition transactions; and |
| ● | the principal market and enterprise values. |
Revenue Recognition
We record interest income on an accrual basis to the extent such interest is deemed collectible. Payment-in-kind (“PIK”) interest represents contractual interest accrued and added to the loan balance that generally becomes due at maturity. We will not accrue any form of interest on loans and debt securities if we have reason to doubt our ability to collect such interest. Loan origination fees, original issue
discount and market discount or premium are capitalized, and we then accrete or amortize such amounts using the effective interest method as interest income. Upon the prepayment of a loan or debt security, any unamortized loan origination fee is recorded as interest income. We record prepayment premiums on loans and debt securities as other income. Dividend income, if any, will be recognized on the declaration date.
A presentation of the interest income we have earned from portfolio companies for the three months ended March 31, 2024 and 2023 is as follows:
| · · · · · · | ||||
|---|---|---|---|---|
| | For the three months ended | |||
| · March 31, 2024 · March 31, 2023 | ||||
| Loan interest | | $22,991,087 | | $21,885,089 |
| PIK income | | 750,054 | | 769,954 |
| Fee amortization income(1) | | 771,741 | | 722,822 |
| Fee income acceleration(2) | | 525,605 | | 30,739 |
| Total Interest Income | | $25,038,487 | | $23,408,604 |
| (1) | Includes amortization of fees on unfunded commitments. |
| (2) | Unamortized loan origination fees recognized upon full or partial realization of investment. |
To maintain our treatment as a RIC, substantially all of this income must be paid to stockholders in the form of distributions, even if we have not collected any cash.
Management considers portfolio company specific circumstances as well as other economic factors in determining collectability of interest income. As of March 31, 2024, we hadfour loans on non-accrual status, which represented approximately 3.7% of our loan portfolio at cost and 2.1% at fair value. As of December 31, 2023, the Company hadfour loans on non-accrual status, which represented approximately 4.2% of the Company’s loan portfolio at cost and 1.3% at fair value. As of March 31, 2024 and December 31, 2023, $2,992,215 and $7,545,775, respectively, of income from investments on non-accrual has not been accrued. If a loan or debt security’s status significantly improves regarding the debtor’s ability to service the debt or other obligations, or if a loan or debt security is sold or written off, we will remove it from non-accrual status.
Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation
Realized gains or losses are measured by the difference between the net proceeds from the repayment, sale or disposition and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
Investment Transaction Costs
Costs that are material and associated with an investment transaction, including legal expenses, are included in the cost basis of purchases and deducted from the proceeds of sales unless such costs are reimbursed by the borrower.
Receivables and Payables for Unsettled Securities Transaction
The Company records all investments on a trade date basis.
U.S. Federal Income Taxes
The Company has elected, qualified, and intends to continue to qualify annually to be treated as a RIC under Subchapter M of the Code, and to operate in a manner to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, among other things, the Company is required to timely distribute to its stockholders at least 90% of investment company taxable income, as defined by the Code, for each year. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. Rather, any tax liability related to income earned by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company.
To avoid a 4% U.S federal excise tax on undistributed earnings, the Company is required to distribute each calendar year the sum of (i) 98% of its ordinary income for such calendar year (ii) 98.2% of its net capital gains for the one-year period ending December 31 (iii) any income recognized, but not distributed, in preceding years and on which the Company paid no federal income tax or the Excise Tax Avoidance Requirement. For this purpose, however, any net ordinary income or capital gain net income retained by the Company 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. Income tax expense for the three months ended March 31, 2024 of $370,719 and $374,763, respectively, was mostly related to excise and franchise taxes.
The Company evaluates tax positions taken or expected to be taken while preparing its tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions deemed to meet a “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the applicable period. As of March 31, 2024 and December 31, 2023, 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, 2024 and 2023 were de minimis.
The Taxable Subsidiaries are direct wholly-owned subsidiaries of the Company that have elected to be taxable entities. The Taxable Subsidiaries permit the Company to hold equity investments in portfolio companies that are “pass through” entities for tax purposes and continue to comply with the “source-of-income” requirements contained in RIC tax provisions of the Code. The Taxable Subsidiaries are not consolidated with the Company for income tax purposes and may generate income tax expense, benefit, and the related tax assets and liabilities, as a result of their ownership of certain portfolio investments. The income tax expense, or benefit, if any, and related tax assets and liabilities are reflected in the Company’s consolidated financial statements.
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, 2024 and 2023, the Company recorded deferred income tax provision of $192,607 and $78,760, respectively, related to the Taxable Subsidiaries. In addition, as of March 31, 2024 and December 31, 2023, the Company had a deferred tax liability of $381,500 and $188,893, respectively.
Earnings per Share
Basic per share calculations are computed utilizing the weighted average number of shares of the Company’s common stock outstanding for the period. The Company has no common stock equivalents. As a result, there is no difference between diluted earnings per share and basic per share amounts.
Paid In Capital
The Company records the proceeds from the sale of shares of its common stock on a net basis to (i) capital stock and (ii) paid in capital in excess of par value, excluding all commissions and marketing support fees.
Distributable (Loss) Earnings
The components that make up distributable (loss) earnings on the Consolidated Statements of Assets and Liabilities as of March 31, 2024 and December 31, 2023 are as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| · March 31, 2024 · · December 31, 2023 | ||||||
| Accumulated net realized loss from investments, net of cumulative dividends of $29,808,394 for both periods | | $(45,516,965) | | $(25,107,128) | ||
| Net unrealized depreciation on non-controlled, non-affiliated investments and cash equivalents, net of deferred tax liability of $381,500 and $188,893, respectively | | (3,745,618) | | (27,071,601) | ||
| Net unrealized depreciation on foreign currency translations | | | (4,066) | | | (464) |
| Accumulated undistributed net investment income | | 36,763,944 | | 36,175,872 | ||
| Total distributable loss | | $(12,502,705) | | $(16,003,321) | ||
Recently Issued Accounting Standards
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. The amendments in this update require more disaggregated information on income taxes paid. ASU 2023-09 is effective for years beginning after December 15, 2024. Early adoption is permitted; however, the Company has not elected to adopt this provision as of the date of the financial statements contained in this Quarterly Report on Form 10-Q. The Company is still assessing the impact of the new guidance. However, it does not expect ASU 2023-09 to have a material impact on the Consolidated Financial Statements and the notes thereto.
In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures. ASU 2023-07 enhances the disclosures required for reportable segments on an annual and interim basis. ASU 2023-07 is effective on a retrospective basis for annual periods beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted; however, the Company has not elected to adopt this provision as of the date of the financial statements contained in this Quarterly Report on Form 10-Q. The Company is still assessing the impact of the new guidance. However, it does not expect ASU 2023-07 to have a material impact on the Consolidated Financial Statements and the notes thereto.
From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company as of the specified effective date. We believe the impact of the recently issued standards and any that are not yet effective will not have a material impact on our consolidated financial statements upon adoption.
NOTE 2 — RELATED PARTY ARRANGEMENTS
Investment Advisory Agreement
The Company has entered into an investment advisory agreement with Stellus Capital pursuant to which Stellus Capital serves as its investment adviser. Pursuant to this agreement, the Company has agreed to pay to Stellus Capital an annual base management fee of 1.75% of gross assets, including assets purchased with borrowed funds or other forms of leverage and excluding cash and cash equivalents, and an incentive fee.
For the three months ended March 31, 2024 and 2023, the Company recorded an expense for base management fees of $3,852,233 and $3,735,102, respectively. As of March 31, 2024 and December 31, 2023, $1,852,233 and $2,918,536 of such management fess, respectively, were payable to Stellus Capital.
The incentive fee has two components, the investment income incentive fee and the capital gains incentive fee, as follows:
Investment Income Incentive Fee
The investment income component (“Income Incentive Fee”) is calculated, and payable to the Advisor, quarterly in arrears based on the Company’s pre-incentive fee net investment income for the immediately preceding calendar quarter, subject to a cumulative total return requirement and to deferral of non-cash amounts. The pre-incentive fee net investment income, which is expressed as a rate of return on the value of the Company’s net assets attributable to the Company’s common stock, for the immediately preceding calendar quarter, will have a 2.0% (which is 8.0% annualized) hurdle rate (also referred to as the “Hurdle”). Pre-incentive fee net investment income means interest income, dividend income and any other income accrued during the calendar quarter, minus the Company’s operating expenses for the quarter excluding the incentive fee. Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income that the Company has not yet received in cash. The Advisor receivesno 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 Income Incentive Fee is subject to a total return requirement, which provides that no incentive fee in respect of the Company’s pre-incentive fee net investment income is payable except to the extent 20.0% of the cumulative net increase in net assets resulting from operations over the then current and 11 preceding calendar quarters exceeds the cumulative incentive fees accrued and/or paid for the 11 preceding quarters. In other words, any Income Incentive Fee that is payable in a calendar quarter is limited to the lesser of (i)20% of the amount by which the Company’s pre-incentive fee net investment income for such calendar quarter exceeds the 2.0% hurdle, subject to the Catch-up, and (ii) (x)20% of the cumulative net increase in net assets resulting from operations for the then current and 11 preceding quarters minus (y) the cumulative incentive fees accrued and/or paid for the 11 preceding calendar quarters. For the foregoing purpose, the “cumulative net increase in net assets resulting from operations” is the amount, if positive, of the sum of pre-incentive fee net investment income, realized gains and losses and unrealized appreciation and depreciation of the Company for the then current and 11 preceding calendar quarters. In addition, the Advisor is not paid the portion of such incentive fee that is attributable to deferred interest until the Company actually receives such interest in cash.
For the three months ended March 31, 2024 and 2023, the Company incurred $2,509,110 and $2,124,835 of Income Incentive Fees, respectively. As of March 31, 2024 and December 31, 2023, $2,745,073 and $2,885,180, respectively, of such Income Incentive Fees were payable to the Advisor, of which $2,232,367 and $2,444,867, respectively, were currently payable (as explained below). As of March 31, 2024 and December 31, 2023, $512,706 and $440,313, respectively, of 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. For the three months ended March 31, 2024, $204,351 of Income Incentive Fees accrued but not paid by the Company were permanently written off due to the Cumulative Pre-Incentive Fee Net Return limitation.
Capital Gains Incentive Fee
The Company also pays the Advisor an incentive fee based on capital gains (the “Capital Gains Incentive Fee”). The Capital Gains Incentive Fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the investment management agreement, as of the termination date). The Capital Gains Incentive Fee is equal to 20.0% of the Company’s cumulative aggregate realized capital gains from Inception through the end of that calendar year, computed net of the cumulative aggregate realized capital losses and cumulative aggregate unrealized capital depreciation through the end of such year. The aggregate amount of any previously paid Capital Gain Incentive Fees is subtracted from such Capital Gain Incentive Fees 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 and 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, 2024 and 2023, the Company reversed$0 and $569,528, respectively, related to the Capital Gains Incentive Fee. As of March 31, 2024 and December 31, 2023, no Capital Gains Incentive Fees were accrued.
The following tables summarize the components of the incentive fees discussed above:
| | | | | | | |
|---|---|---|---|---|---|---|
| | For the three months ended | |||||
| · · March 31, 2024 · · March 31, 2023 | ||||||
| Investment income incentive fees incurred | | $2,509,110 | | $2,124,835 | ||
| Capital gains incentive fees reversed | | — | | | (569,528) | |
| Income incentive fee waiver | | | (204,351) | | | — |
| Incentive fees expense | | $2,304,759 | | $1,555,307 | ||
| · · · · · · | ||||
|---|---|---|---|---|
| · March 31, 2024 · · December 31, 2023 | ||||
| Investment income incentive fee currently payable | | $2,232,367 | | $2,444,867 |
| Investment income incentive fee deferred | | 512,706 | | 440,313 |
| Incentive fee payable | | $2,745,073 | | $2,885,180 |
Director Fees
For the three months ended March 31, 2024 and 2023, the Company recorded an expense relating to independent director fees of $108,250 and $117,250, respectively. As of both March 31, 2024 and December 31, 2023, the Company hadno unpaid independent director fees.
Co-Investment Pursuant to SEC Order
On May 9, 2022, the Company received a new exemptive order (the “Order”) that superseded prior co-investment exemptive relief orders and permits 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 a private BDC and private credit funds managed by Stellus Capital or an affiliate thereof that have investment strategies that are similar or identical to the Company’s investment strategy, and the Company may co-invest with other BDCs and registered investment companies managed by Stellus Capital or an adviser that is controlled, controlling, or under common control with Stellus Capital in the future. The Company believes that such co-investments may afford it additional investment opportunities and an ability to achieve greater diversification.
Administrative Agent
The Company serves as the administrative agent on certain investment transactions, including co-investments with its affiliates under the Order. As of both March 31, 2024 and December 31, 2023, there wereno payables due to other investment funds or related parties 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” and “Related party payable” on the Consolidated Statements of Assets and Liabilities, respectively.
License Agreement
The Company has entered into a license agreement with Stellus Capital under which Stellus Capital has agreed to grant the Company a non-exclusive, royalty-free license to use the name “Stellus Capital.” Under this agreement, the Company has a right to use the “Stellus Capital” name for so long as Stellus Capital or one of its affiliates remains its investment adviser. Other than with respect to this limited license, the Company has no legal right to the “Stellus Capital” name. This license agreement will remain in effect for so long as the investment advisory agreement with Stellus Capital is in effect.
Administration Agreement
The Company entered into an administration agreement with Stellus Capital pursuant to which Stellus Capital will furnish the Company with office facilities and equipment and will provide the Company with the clerical, bookkeeping, recordkeeping and other administrative services necessary to conduct day-to-day operations. Under this administration agreement, Stellus Capital will perform, or oversee the performance of, its required administrative services, which includes, among other things, being responsible for the financial records which the Company is required to maintain and preparing reports to its stockholders and reports filed with the SEC.
For the three months ended March 31, 2024 and 2023, the Company recorded expenses of $413,678 and $383,436, respectively, related to the administration agreement and are included in “Administrative services expenses” on our Consolidated Statements of Operations. As of March 31, 2024 and December 31, 2023, $413,678 and $397,953, respectively, remained payable to Stellus Capital related to the administration agreement and were included in administrative services payable on our Consolidated Statements of Assets and Liabilities.
Indemnifications
The investment advisory agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations under the investment advisory agreement, Stellus Capital and its officers, managers, partners, agents, employees, controlling persons and members, and any other person or entity affiliated with it, are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and
amounts reasonably paid in settlement) arising from the rendering of Stellus Capital’s services under the investment advisory agreement or otherwise as our investment adviser.
The Company has also entered into indemnification agreements with its directors. The indemnification agreements are intended to provide the Company’s directors the maximum indemnification permitted under Maryland law and the 1940 Act. Each indemnification agreement provides that the Company shall indemnify the director who is a party to the agreement (an “Indemnitee”), including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, other than a proceeding by or in the right of the Company.
NOTE 3 — DISTRIBUTIONS
Distributions are generally declared by the Company’s Board each calendar quarter and recognized as distribution liabilities on the declaration date. The stockholder distributions, if any, will be determined by the Board. Any distribution to stockholders are declared out of assets legally available for distribution.
For both the three months ended March 31, 2024 and 2023, the Company declared aggregate distributions of $0.40 per share on its common stock. The Company has declared aggregate distributions of $15.35 per share 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 | | | $1.36 | ||||
| Fiscal 2017 | | Various | | $1.36 | |||
| Fiscal 2018 | | | | $1.36 | |||
| Fiscal 2019 | | | | $1.36 | |||
| Fiscal 2020 | | | | $1.15 | |||
| Fiscal 2021 | | | | $1.14 | |||
| Fiscal 2022 | | | | | | $1.30 | |
| Fiscal 2023 | | | | | | $1.60 | |
| Fiscal 2024 | | | | | | | |
| January 13, 2024 | | January 31, 2024 | | February 15, 2024 | | $0.1333 | |
| January 13, 2024 | | February 29, 2024 | | March 15, 2024 | | $0.1333 | |
| January 13, 2024 | | March 29, 2024 | | April 15, 2024 | | $0.1333 | |
| Total | | | | | $15.35 | ||
| (1) | Distributions for fiscal years 2012 through 2023 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 did not issue shares through the DRIP during either of the three months ended March 31, 2024 or 2023.
NOTE 4 — EQUITY OFFERINGS AND RELATED EXPENSES
The table below illustrates the number of common stock shares the Company issued since Inception through various equity offerings and pursuant to the Company’s DRIP.
| | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · · · · Average | ||||||||||||||||||||
| · · Number of · Gross · Underwriting · Offering · Fees Covered · Net · Offering | ||||||||||||||||||||
| Issuance of Common Stock · Shares · Proceeds(1)(2) · fees · Expenses · · by Advisor · 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 | | 559,261 | | | 37,546 | | 44,326,153 | | | 14.43 | |||||
| Year ended December 31, 2020 | 354,257 | | 5,023,843 | | 5,680 | | 84,592 | | | 66,423 | | 4,999,994 | | | 14.40 | |||||
| Year ended December 31, 2021 | 31,592 | | 449,515 | | 6,744 | | 53,327 | | | 4,255 | | 393,699 | | | 14.23 | |||||
| Year ended December 31, 2022 | 149,174 | | 2,070,935 | | 31,066 | | 530,842 | | | 87,605 | | 1,596,632 | | | 13.88 | |||||
| Year ended December 31, 2023 | | 4,458,873 | | | 62,871,349 | | | 943,248 | | | 247,701 | | | 477,088 | | | 62,157,488 | | | 14.10 |
| Total | 24,125,642 | | $352,021,617 | | $8,395,975 | | $2,648,148 | | $672,917 | | $341,650,411 | | ||||||||
| (1) | Net of partial share transactions. Such share transactions impacted gross proceeds by ($94), $757, ($1,051), ($142), ($31) and ($29) in 2020, 2019, 2018, 2017, 2016 and 2015, respectively. |
| (2) | Includes common shares issued under the DRIP of $228,943 and $94,788 during the years ended December 31, 2020 and 2018, respectively; $0 for the three months ended March 31, 2024 and years ended 2023, 2022, 2021, 2019, 2017, 2016 and 2015, and $390,505, $938,385, and $113,000 for the years ended 2014, 2013, and 2012, respectively. |
| (3) | Total Net Proceeds per this equity table will differ from the Consolidated Statements of Assets and Liabilities as of March 31, 2024 and December 31, 2023 in the amount of $5,707,371, which represents a cumulative tax reclassification of stockholders’ equity in accordance with U.S. GAAP. This reclassification reduces paid-in capital and increases (decreases) distributable earnings (loss) (by increasing (decreasing) accumulated undistributed gain (deficit)). |
On November 16, 2021, the Company entered into an equity distribution agreement, as amended and restated on August 29, 2022 (the “2021 Equity Distribution Agreement”) with Keefe Bruyette & Woods, Inc. and Raymond James & Associates, Inc., as sales agents and/or principal thereunder. Under the Equity Distribution Agreement, the Company was permitted to issue and sell, from time to time, up to $50,000,000 in aggregate offering price of shares of common stock, par value $0.001 per share, with the intention to use the net proceeds from this at-the-market sales program to repay certain outstanding indebtedness and make investments in portfolio companies in accordance with its investment objective and strategies.
On August 11, 2023, the Company entered into an equity distribution agreement (the “2023 Equity Distribution Agreement” and together with the 2021 Equity Distribution Agreement, the "Equity Distribution Agreements") with Keefe Bruyette & Woods, Inc. and Raymond James & Associates, Inc., as sales agents and/or principal thereunder. Under the 2023 Equity Distribution Agreement, the Company may issue and sell, from time to time, up to $100,000,000 in aggregate offering price of shares of common stock, par value $0.001 per share, with the intention to use the net proceeds from this at-the-market sales program to repay certain outstanding indebtedness and make investments in portfolio companies in accordance with its investment objective and strategies. Upon execution of the 2023 Equity Distribution Agreement, the Company no longer sold any shares under the 2021 Equity Distribution Agreement. The Company refers to its issuance and sale of shares under the Equity Distribution Agreements as the "ATM Program".
The Company issued 581,614 shares during the three months ended March 31, 2023 under the ATM Program, for gross proceeds of$8,418,160 and underwriting fees and other expenses of$196,558. The average per share offering price of shares issued in the ATM
Program during the three months ended March 31, 2023 was$14.47. The Advisor agreed to reimburse the Company for underwriting fees and expenses to the extent the per share price of the shares to the public, less underwriting fees, was less then net asset value per share. For the three months ended March 31, 2023, the Advisor reimbursed the Company$68,967, which resulted in net proceeds of$8,290,569, or$14.38 per share, excluding the impact of offering expenses. The Company didnot issue any shares during the three months ended March 31, 2024 under the ATM Program.
The Company did not issue shares of common stock through the DRIP for both the three months ended March 31, 2024 and 2023.
NOTE 5 — NET INCREASE IN NET ASSETS PER COMMON SHARE
The following information sets forth the computation of net increase in net assets resulting from operations per common share for the three months ended March 31, 2024 and 2023.
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · For the three months ended · | |||||||
| · · March 31, 2024 · · March 31, 2023 · | |||||||
| Net increase in net assets resulting from operations | | $13,148,460 | | $4,736,147 | | ||
| Weighted average common shares | | | 24,125,642 | | | 19,779,988 | |
| Net increase in net assets resulting from operations per share | | $0.54 | | $0.24 | | ||
NOTE 6 — PORTFOLIO INVESTMENTS AND FAIR VALUE
In accordance with the authoritative guidance on fair value measurements and disclosures under U.S. GAAP, the Company discloses the fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows:
Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 — Quoted prices in markets that are not considered to be active or financial instruments for which significant inputs are observable, either directly or indirectly;
Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
The level of an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by management.
The Company considers whether the volume and level of activity for the asset or liability have significantly decreased and identifies transactions that are not orderly in determining fair value. Accordingly, if the Company determines that either the volume and/or level of activity for an asset or liability has significantly decreased (from normal conditions for that asset or liability) or price quotations or observable inputs are not associated with orderly transactions, increased analysis and management judgment will be required to estimate fair value. Valuation techniques such as an income approach might be appropriate to supplement or replace a market approach in those circumstances.
At March 31, 2024, the Company had investments in 94 portfolio companies. The composition of our investments as of March 31, 2024 is as follows:
| · · · · · · | |||||
|---|---|---|---|---|---|
| · · Cost · · Fair Value | |||||
| Senior Secured – First Lien(1) | | $801,208,004 | | $782,845,785 | |
| Senior Secured – Second Lien | | 12,044,047 | | | 11,948,850 |
| Unsecured Debt | | 6,310,491 | | | 6,210,612 |
| Equity | | 60,591,169 | | | 74,878,899 |
| Total Investments | | $880,153,711 | | $875,884,146 | |
| (1) | Includes unitranche investments, which may combine characteristics of first lien senior secured, as well as second lien and/or subordinated loans. Our unitranche loans may expose us to certain risk associated with second lien and subordinated loans to the extent we invest in the “last-out” portion of the unitranche loans which account for 4.5% of our portfolio at fair value. |
At December 31, 2023, the Company had investments in 93 portfolio companies. The composition of our investments as of December 31, 2023 was as follows:
| · · · · · · | |||||
|---|---|---|---|---|---|
| · Cost · Fair Value | |||||
| Senior Secured – First Lien(1) | | $793,819,152 | | $774,789,320 | |
| Senior Secured – Second Lien | | 42,269,568 | | | 21,957,500 |
| Unsecured Debt | | 6,138,183 | | | 5,956,280 |
| Equity | | 59,916,647 | | | 71,757,583 |
| Total Investments | | $902,143,550 | | $874,460,683 | |
| (1) | Includes unitranche investments, which may combine characteristics of first lien senior secured, as well as second lien and/or subordinated loans. Our unitranche loans may expose us to certain risk associated with second lien and subordinated loans to the extent we invest in the “last-out” portion of the unitranche loans which account for 4.5% of our portfolio at fair value. |
The Company’s investment portfolio may contain loans that are in the form of lines of credit or revolving credit facilities, which require the Company to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements. As of March 31, 2024 and December 31, 2023, the Company had 56 and 57 of such investments with aggregate unfunded commitments of $34,404,328 and $37,021,242, respectively. The Company maintains sufficient liquidity (through cash on hand and available borrowings under the Credit Facility) to fund such unfunded loan commitments should the need arise.
The aggregate gross unrealized appreciation and depreciation and the aggregate cost and fair value of the Company’s portfolio company securities as of March 31, 2024 and December 31, 2023 were as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| · March 31, 2024 · December 31, 2023 | ||||||
| Aggregate cost of portfolio company securities | | $880,153,711 | | $902,143,550 | ||
| Gross unrealized appreciation of portfolio company securities | | 42,426,157 | | 38,379,839 | ||
| Gross unrealized depreciation of portfolio company securities | | (45,790,275) | | (65,262,547) | ||
| Gross unrealized appreciation on foreign currency translations of portfolio company securities | | | 8,198 | | | 11,142 |
| Gross unrealized depreciation on foreign currency translations of portfolio company securities | | | (913,645) | | | (811,301) |
| Aggregate fair value of portfolio company securities | | $875,884,146 | | $874,460,683 | ||
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, 2024 are as follows:
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · Quoted Prices · · · · · · | ||||||||
| · · in Active · · · · · · · · · | ||||||||
| · · Markets · · Significant Other · · Significant · · · | ||||||||
| · · for Identical · · Observable · · Unobservable · · · | ||||||||
| · · Securities · · Inputs · · Inputs · · · | ||||||||
| | | (Level 1) | | (Level 2) | | (Level 3) | | Total |
| Senior Secured – First Lien | | $— | | $— | | $782,845,785 | | $782,845,785 |
| Senior Secured – Second Lien | | — | | — | | 11,948,850 | | 11,948,850 |
| Unsecured Debt | | — | | — | | 6,210,612 | | 6,210,612 |
| Equity | | — | | — | | 74,878,899 | | 74,878,899 |
| Total Investments | | $— | | $— | | $875,884,146 | | $875,884,146 |
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, 2023 are as follows:
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · Quoted Prices · · · · · · · · · | ||||||||
| · in Active · · · · · · | ||||||||
| · · Markets · · Significant Other · · Significant · · · | ||||||||
| · · for Identical · · Observable · · Unobservable · · · | ||||||||
| · · Securities · · Inputs · · Inputs · · · | ||||||||
| | | (Level 1) | | (Level 2) | | (Level 3) | | Total |
| Senior Secured – First Lien | | $— | | $— | | $774,789,320 | | $774,789,320 |
| Senior Secured – Second Lien | | — | | — | | 21,957,500 | | 21,957,500 |
| Unsecured Debt | | — | | — | | 5,956,280 | | 5,956,280 |
| Equity | | — | | — | | 71,757,583 | | 71,757,583 |
| Total Investments | | $— | | $— | | $874,460,683 | | $874,460,683 |
The change in aggregate values of Level 3 portfolio investments during the three months ended March 31, 2024 are as follows:
| · · · · · · · · · · · · · · · | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · Senior Secured · Senior Secured · · · · · · | ||||||||||||
| | | Loans-First | | Loans-Second | | Unsecured | | | | | | |
| · Lien · · Lien · · Debt · · Equity · · Total | ||||||||||||
| Fair value at beginning of period | | $774,789,320 | | $21,957,500 | | $5,956,280 | | $71,757,583 | | $874,460,683 | ||
| Purchases of investments | | 27,776,073 | | — | | 13,290 | | 727,067 | | 28,516,430 | ||
| Payment-in-kind interest | | 595,228 | | — | | 154,826 | | — | | 750,054 | ||
| Sales and redemptions | | (21,648,975) | | (9,782,348) | | — | | (52,543) | | (31,483,866) | ||
| Realized losses | | — | | (20,475,000) | | — | | — | | (20,475,000) | ||
| Change in unrealized appreciation included in earnings(1) | | 769,881 | | 20,216,870 | | 82,238 | | 2,449,601 | | 23,518,590 | ||
| Change in unrealized depreciation on foreign currency included in earnings | | | (102,267) | | | — | | (212) | | (2,809) | | (105,288) |
| Amortization of premium and accretion of discount, net | | 666,525 | | 31,828 | | 4,190 | | — | | 702,543 | ||
| Fair value at end of period | | $782,845,785 | | $11,948,850 | | $6,210,612 | | $74,878,899 | | $875,884,146 | ||
| (1) | Includes reversal of positions during the three months ended March 31, 2024. |
There wereno Level 3 transfers during the three months ended March 31, 2024.
The change in aggregate values of Level 3 portfolio investments during the year ended December 31, 2023 are as follows:
| · · · · · · · · · · · · · · · | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · Senior Secured · Senior Secured · · · · · · | ||||||||||||
| | | Loans-First | | Loans-Second | | Unsecured | | | | | | |
| · · Lien · · Lien · · Debt · · Equity · · Total | ||||||||||||
| Fair value at beginning of period | | $735,555,508 | | $45,304,300 | | $4,823,898 | | $59,049,932 | | $844,733,638 | ||
| Purchases of investments | | 174,156,432 | | — | | 62,086 | | 13,251,090 | | 187,469,608 | ||
| Payment-in-kind interest | | 3,185,845 | | — | | 613,998 | | — | | 3,799,843 | ||
| Sales and redemptions | | (125,442,776) | | (9,882,105) | | (211,627) | | (2,280,087) | | (137,816,595) | ||
| Realized losses | | (11,200,184) | | (17,979,749) | | — | | (702,093) | | (29,882,026) | ||
| Change in unrealized (depreciation) appreciation included in earnings(1) | | (4,667,866) | | 4,373,111 | | 651,997 | | 2,434,910 | | 2,792,152 | ||
| Change in unrealized appreciation on foreign currency included in earnings | | | 610,523 | | | — | | 166 | | 3,831 | | 614,520 |
| Amortization of premium and accretion of discount, net | | 2,591,838 | | 141,943 | | 15,762 | | — | | 2,749,543 | ||
| Fair value at end of period | | $774,789,320 | | $21,957,500 | | $5,956,280 | | $71,757,583 | | $874,460,683 | ||
| (1) | Includes reversal of positions during the year ended December 31, 2023. |
There wereno Level 3 transfers during the year ended December 31, 2023.
The following is a summary of geographical concentration of our investment portfolio as of March 31, 2024:
| · · · · · · · · · | |||||||
|---|---|---|---|---|---|---|---|
| · · · · · · · · % of Total | |||||||
| · · · · · · · · Investments at · | |||||||
| · · Cost · · Fair Value · · Fair Value | |||||||
| Texas | $182,450,677 | $174,944,018 | 19.98% | ||||
| California | | 177,062,291 | | 171,421,469 | 19.58% | ||
| Florida | | 92,637,917 | | 91,343,527 | 10.43% | ||
| Illinois | | 60,045,881 | | 50,894,890 | 5.81% | ||
| Pennsylvania | | 50,132,639 | | 50,390,758 | 5.75% | ||
| Arizona | | 42,028,750 | | 44,744,792 | 5.11% | ||
| Ohio | | 30,822,781 | | 33,646,988 | 3.84% | ||
| Colorado | | 31,513,532 | | 31,206,672 | 3.56% | ||
| Wisconsin | | 27,435,035 | | 26,522,115 | 3.03% | ||
| New York | | 23,422,998 | | 23,674,222 | 2.70% | ||
| Georgia | | 8,980,584 | | 18,852,732 | 2.15% | ||
| Maryland | | 16,642,379 | | 16,673,384 | 1.90% | ||
| District of Columbia | | 12,977,879 | | 14,593,727 | 1.67% | ||
| Indiana | | 14,248,007 | | 14,574,345 | 1.66% | ||
| North Carolina | | 13,874,098 | | 14,574,288 | 1.66% | ||
| Canada | | 12,918,902 | | 13,073,546 | 1.49% | ||
| New Jersey | | 10,367,749 | | 11,209,346 | 1.28% | ||
| Michigan | | 10,648,342 | | 10,737,806 | 1.23% | ||
| Massachusetts | | 10,136,009 | | 10,524,233 | 1.20% | ||
| Tennessee | | 9,374,549 | | 9,472,333 | 1.08% | ||
| Missouri | | 8,841,548 | | 8,869,635 | 1.01% | ||
| Idaho | | 8,409,110 | | 8,470,065 | 0.97% | ||
| Washington | | 8,276,815 | | 8,307,038 | 0.95% | ||
| Minnesota | | 6,131,212 | | 6,147,514 | 0.70% | ||
| Louisiana | | 5,400,699 | | 5,488,625 | 0.63% | ||
| South Carolina | | 4,938,543 | | 5,079,139 | 0.58% | ||
| United Kingdom | | 434,785 | | 446,939 | 0.05% | ||
| | | $880,153,711 | | $875,884,146 | 100.00% | ||
The following is a summary of geographical concentration of our investment portfolio as of December 31, 2023:
| · · · · · · · · · | |||||||
|---|---|---|---|---|---|---|---|
| · · · · · % of Total | |||||||
| · · · · · · · · Investments | |||||||
| · · Cost · · Fair Value · · at Fair Value | |||||||
| Texas | $182,531,256 | $175,311,724 | 20.04% | ||||
| California | | 175,207,692 | | 167,713,589 | 19.18% | ||
| Florida | | 93,155,844 | | 92,297,574 | 10.55% | ||
| Pennsylvania | | 49,939,315 | | 50,188,102 | 5.74% | ||
| Illinois | | 58,633,617 | | 49,834,429 | 5.70% | ||
| Arizona | | 42,136,322 | | 44,558,279 | 5.10% | ||
| Ohio | | 31,805,370 | | 34,370,277 | 3.93% | ||
| Colorado | | 31,525,420 | | 30,971,079 | 3.54% | ||
| Wisconsin | | 27,452,444 | | 26,190,771 | 3.00% | ||
| Washington | | 24,321,085 | | 24,540,695 | 2.81% | ||
| Georgia | | 9,100,050 | | 18,885,409 | 2.16% | ||
| Maryland | | 16,676,194 | | 16,718,728 | 1.91% | ||
| New York | | 14,692,043 | | 14,931,263 | 1.71% | ||
| Indiana | | 14,235,403 | | 14,488,700 | 1.66% | ||
| North Carolina | | 13,891,930 | | 14,532,532 | 1.66% | ||
| District of Columbia | | 13,030,899 | | 14,006,563 | 1.60% | ||
| New Jersey | | 10,461,226 | | 11,191,295 | 1.28% | ||
| Michigan | | 10,664,100 | | 10,736,783 | 1.23% | ||
| Massachusetts | | 10,151,621 | | 10,515,487 | 1.20% | ||
| Tennessee | | 9,390,657 | | 9,379,311 | 1.07% | ||
| Missouri | | 8,862,512 | | 8,850,162 | 1.01% | ||
| Canada | | 8,700,383 | | 8,813,132 | 1.01% | ||
| Idaho | | 8,405,946 | | 8,470,065 | 0.97% | ||
| Minnesota | | 5,976,818 | | 5,907,639 | 0.68% | ||
| Louisiana | | 5,538,823 | | 5,536,231 | 0.63% | ||
| South Carolina | | 4,946,375 | | 5,083,862 | 0.58% | ||
| United Kingdom | | 20,710,205 | | 437,002 | 0.05% | ||
| | | $902,143,550 | | $874,460,683 | 100.00% | ||
The following is a summary of industry concentration of our investment portfolio as of March 31, 2024:
| · · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · · · · · · · · % of Total | ||||||
| · · · · · · · · Investments at · | ||||||
| | | Cost | | Fair Value | | Fair Value |
| Services: Business | | $197,937,690 | | $209,619,236 | 23.94% | |
| Healthcare & Pharmaceuticals | | 108,417,180 | | | 110,328,971 | 12.61% |
| High Tech Industries | | 71,603,900 | | | 72,553,276 | 8.28% |
| Media: Advertising, Printing & Publishing | | 62,240,408 | | | 63,533,613 | 7.25% |
| Consumer Goods: Non-Durable | | 63,003,175 | | | 52,686,261 | 6.02% |
| Beverage, Food, & Tobacco | | 42,350,360 | | | 46,034,041 | 5.26% |
| Consumer Goods: Durable | | 48,514,565 | | | 43,572,505 | 4.97% |
| Capital Equipment | | 40,632,591 | | | 42,389,663 | 4.84% |
| Services: Consumer | | 27,947,881 | | | 26,392,967 | 3.01% |
| Aerospace & Defense | | 27,195,732 | | | 25,280,263 | 2.89% |
| Environmental Industries | | 25,011,083 | | | 24,001,700 | 2.74% |
| Chemicals, Plastics, & Rubber | | 18,306,671 | | | 18,043,304 | 2.06% |
| Transportation & Logistics | | 17,209,566 | | | 17,616,857 | 2.01% |
| Metals & Mining | | 16,548,784 | | | 16,581,249 | 1.89% |
| Construction & Building | | 15,903,214 | | | 15,957,856 | 1.82% |
| Containers, Packaging, & Glass | | 17,435,678 | | | 15,784,005 | 1.80% |
| Media: Broadcasting & Subscription | | 13,145,742 | | | 15,597,841 | 1.78% |
| Retail | | 14,835,204 | | | 14,707,696 | 1.68% |
| Energy: Oil & Gas | | 11,387,780 | | | 10,197,892 | 1.16% |
| Education | | 10,318,849 | | | 8,077,149 | 0.92% |
| FIRE: Real Estate | | 17,934,808 | | | 7,362,234 | 0.84% |
| Hotel, Gaming, & Leisure | | 5,933,802 | | | 6,847,793 | 0.78% |
| Finance | | 557,135 | | | 6,825,990 | 0.78% |
| Media: Diversified & Production | | 5,781,913 | | | 5,891,784 | 0.67% |
| Total | | $880,153,711 | | $875,884,146 | 100.00% | |
The following is a summary of industry concentration of our investment portfolio as of December 31, 2023:
| · · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · · · · · % of Total | ||||||
| · · · · · · · · Investments | ||||||
| | | Cost | | Fair Value | | at Fair Value |
| Services: Business | | $198,018,290 | | $207,963,749 | 23.78% | |
| Healthcare & Pharmaceuticals | | 100,724,952 | | | 102,915,887 | 11.77% |
| High Tech Industries | | 90,795,799 | | | 91,992,012 | 10.52% |
| Media: Advertising, Printing & Publishing | | 57,640,321 | | | 58,741,061 | 6.72% |
| Consumer Goods: Non-Durable | | 63,145,301 | | | 52,938,611 | 6.05% |
| Beverage, Food, & Tobacco | | 42,554,582 | | | 45,074,817 | 5.15% |
| Consumer Goods: Durable | | 49,046,730 | | | 43,725,324 | 5.00% |
| Capital Equipment | | 32,517,673 | | | 33,879,801 | 3.87% |
| Services: Consumer | | 33,976,976 | | | 33,260,111 | 3.80% |
| Construction & Building | | 30,319,119 | | | 30,486,411 | 3.49% |
| Aerospace & Defense | | 46,745,104 | | | 24,541,921 | 2.81% |
| Environmental Industries | | 24,219,811 | | | 22,997,844 | 2.63% |
| Media: Broadcasting & Subscription | | 17,952,103 | | | 20,760,920 | 2.37% |
| Transportation & Logistics | | 17,235,150 | | | 17,661,859 | 2.02% |
| Chemicals, Plastics, & Rubber | | 18,338,366 | | | 17,569,176 | 2.01% |
| Metals & Mining | | 16,580,562 | | | 16,625,000 | 1.90% |
| Containers, Packaging, & Glass | | 17,432,252 | | | 15,539,555 | 1.78% |
| Utilities: Oil & Gas | | 9,943,041 | | | 10,000,000 | 1.14% |
| Education | | 10,251,179 | | | 8,367,469 | 0.96% |
| FIRE: Real Estate | | 17,285,138 | | | 6,175,994 | 0.71% |
| Media: Diversified & Production | | 5,662,174 | | | 5,763,247 | 0.66% |
| Finance | | 569,039 | | | 5,736,868 | 0.66% |
| Hotel, Gaming, & Leisure | | — | | | 890,968 | 0.10% |
| Energy: Oil & Gas | | 1,189,888 | | | 852,078 | 0.10% |
| | | $902,143,550 | | $874,460,683 | 100.00% | |
The following provides quantitative information about Level 3 fair value measurements as of March 31, 2024:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| Description: · Fair Value · Valuation Technique · Unobservable Inputs · Range (Average)(1)(3) | |||||||||
| First lien debt | | $782,845,785 | Income/Market | HY credit spreads, | | -4.12% to 6.99% (-0.67%) | |||
| | | | | approach(2) | Risk free rates | | -2.73% to 2.59% (0.46%) | ||
| | | | | | | Market multiples | | 5.2x to 22.5x (11.0x)(4) | |
| | | | | | | | | | |
| Second lien debt | | $11,948,850 | | Income/Market | HY credit spreads, | | -1.45% to -0.77% (-1.11%) | ||
| | | | | approach(2) | Risk free rates | | 0.05% to 0.07% (0.06%) | ||
| | | | | | Market multiples | | 6.5x to 8.7x (7.6x)(4) | ||
| | | | | | | | | | |
| Unsecured debt | | $6,210,612 | | Income/Market | HY credit spreads, | | -0.55% to -0.55% (-0.55%) | ||
| | | | | approach(2) | Risk free rates | | 0.04% to 0.04% (0.04%) | ||
| | | | | | Market multiples | | 9.5x to 9.5x (9.5x)(4) | ||
| | | | | | | | | | |
| Equity investments | | $74,878,899 | Market approach(5) | Underwriting multiple/ | | | |||
| | | | | | | EBITDA multiple | | 3.6x to 23.4x (12.3x) | |
| Total Long Term Level 3 Investments | | $875,884,146 | | ||||||
| (1) | Weighted average based on fair value as of March 31, 2024. |
| (2) | Included but not limited to (a) the market approach, which is used to determine sufficient enterprise value, and (b) the income approach which is based on discounting future cash flows using an appropriate market yield. |
| (3) | The Company calculates the price of the loan by discounting future cash flows, which include forecasted future BSBY, SOFR, or SONIA rates based on the published forward curve at the valuation date, using an appropriate yield calculated as of the valuation date. This yield is calculated based on the loan’s yield at the original investment and is adjusted as of the valuation date based on: changes in comparable credit spreads, changes in risk free interest rates (per swap rates), and changes in credit quality (via an estimated shadow rating). Significant movements in any of these factors could result in a significantly lower or higher fair value measurement. As an example, the “Range (Average)” for first lien debt instruments in the table above indicates that the change in the HY spreads between the date a loan closed and the valuation date ranged from -4.12% (-412 basis points) to 6.99% (699 basis points). The average of all changes was -0.67% (-67 basis points). |
| (4) | Median of LTM (last twelve months) EBITDA multiples of comparable companies. |
| (5) | The primary significant unobservable input used in the fair value measurement of the Company’s equity investments is the EBITDA multiple (the “Multiple”). Significant increases (decreases) in the Multiple in isolation could result in a significantly higher (lower) fair value measurement. To determine the Multiple for the market approach, the Company considers current market trading and/or transaction multiple, portfolio company performance (financial ratios) relative to public and private peer companies and leverage levels, among other factors. Changes in one or more of these factors can have a similar directional change on other factors in determining the appropriate Multiple to use in the market approach. |
The following provides quantitative information about Level 3 fair value measurements as of December 31, 2023:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · | |||||||||
| Description: · Fair Value · Valuation Technique · Unobservable Inputs · Range (Average)(1)(3) | |||||||||
| First lien debt | | $774,789,320 | Income/Market | HY credit spreads, | | -3.00% to 8.11% (-0.23%) | |||
| | | | | approach(2) | Risk free rates | | -1.62% to 2.03% (0.04%) | ||
| | | | | | | Market multiples | | 5.2x to 22.5x (11.0x)(4) | |
| | | | | | | | | | |
| Second lien debt | | $21,957,500 | | Income/Market | HY credit spreads, | | -0.97% to -0.33% (-0.63%) | ||
| | | | | approach(2) | Risk free rates | | -0.51% to 0.31% (-0.23%) | ||
| | | | | | Market multiples | | 6.5x to 17.5x (10.9x)(4) | ||
| | | | | | | | | | |
| Unsecured debt | | $5,956,280 | | Income/Market | HY credit spreads, | | 4.98% to 4.98% (4.98%) | ||
| | | | | approach(2) | Risk free rates | | 4.47% to 4.47% (4.47%) | ||
| | | | | | Market multiples | | 9.5x to 9.5x (9.5x)(4) | ||
| | | | | | | | | | |
| Equity investments | | $71,757,583 | Market approach(5) | Underwriting multiple/ | | | |||
| | | | | | | EBITDA multiple | | 3.5x to 23.2x (12.1x) | |
| Total Long Term Level 3 Investments | | $874,460,683 | | ||||||
| (1) | Weighted average based on fair value as of December 31, 2023. |
| (2) | Inclusive of but not limited to (a) the market approach, which is used to determine sufficient enterprise value, and (b) the income approach which is based on discounting future cash flows using an appropriate market yield. |
| (3) | The Company calculates the price of the loan by discounting future cash flows, which include forecasted future LIBOR rates based on the published forward LIBOR curve at the valuation date, using an appropriate yield calculated as of the valuation date. This yield is calculated based on the loan’s yield at the original investment and is adjusted as of the valuation date based on: changes in comparable credit spreads, changes in risk free interest rates (per swap rates), and changes in credit quality (via an estimated shadow rating). Significant movements in any of these factors would result in a significantly lower or higher fair value measurement. As an example, the “Range (Average)” for a first lien debt instruments in the table above indicates that the change in the HY spreads between the date a loan closed and the valuation date ranged from -3.00% (-300 basis points) to 8.11% (811 basis points). The average of all changes was -0.23% (-23 basis points). |
| (4) | Median of LTM (last twelve months) EBITDA multiples of comparable companies. |
| (5) | The primary significant unobservable input used in the fair value measurement of the Company’s equity investments is the EBITDA multiple (the “Multiple”). Significant increases (decreases) in the Multiple in isolation would result in a significantly higher (lower) fair value measurement. To determine the Multiple for the market approach, the Company considers current market trading and/or transaction multiple, portfolio company performance (financial ratios) relative to public and private peer companies and leverage levels, among other factors. Changes in one or more of these factors can have a similar directional change on other factors in determining the appropriate Multiple to use in the market approach. |
NOTE 7 — COMMITMENTS AND CONTINGENCIES
The Company is currently not subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our business, financial condition or results of operations.
As of March 31, 2024, the Company had $34,106,016 in unfunded debt commitments and $298,312 in unfunded equity commitments to 56 existing portfolio companies. As of December 31, 2023, the Company had $36,722,930 in unfunded debt commitments and $298,312 in unfunded equity commitments to 57 existing portfolio companies. As of March 31, 2024, the Company had sufficient liquidity (through cash on hand and available borrowings under the Credit Facility) to fund such unfunded loan commitments should the need arise.
NOTE 8 — FINANCIAL HIGHLIGHTS
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · For the three months ended · | |||||||
| | | | | | | | |
| · March 31, 2024 · · March 31, 2023 | |||||||
| · · (unaudited) · · (unaudited) · | |||||||
| Per Share Data:(1) · · · · · | |||||||
| Net asset value at beginning of period | | $13.26 | | $14.02 | | ||
| Net investment income | | | 0.42 | | | 0.46 | |
| Change in unrealized appreciation (depreciation) on investments | | 0.98 | | (0.21) | |||
| Net realized loss | | (0.85) | | — | |||
| Provision for taxes on net unrealized appreciation on investments | | | (0.01) | | | (0.01) | |
| Total from operations | $0.54 | $0.24 | |||||
| Sales load | | — | | (0.01) | |||
| Stockholder distributions from: | | | | | | ||
| Net investment income | | (0.40) | | (0.40) | |||
| Accretive effect of stock offerings (issuing shares above net asset value per share) | | | — | | | 0.01 | |
| Other(6) | | 0.01 | | 0.01 | |||
| Net asset value at end of period | | $13.41 | | $13.87 | | ||
| Per share market value at end of period | | $13.08 | | $14.09 | | ||
| Total return based on market value(2) | | 3.7% | 8.2% | ||||
| Weighted average shares outstanding for the period | | 24,125,642 | | 19,779,988 | | ||
| Ratio/Supplemental Data:(1) | | | | ||||
| Net assets at end of period | | $323,440,404 | | $280,852,045 | | ||
| Weighted average net assets | | $319,978,256 | | $277,747,062 | | ||
| Annualized ratio of gross operating expenses to net assets(5) | | 20.07% | 21.94% | ||||
| Annualized ratio of net operating expenses to net assets(5)(6) | | | 19.82% | | 21.94% | ||
| Annualized ratio of interest expense and other fees to net assets | | 9.74% | 11.52% | ||||
| Annualized ratio of net investment income before fee waiver to net assets(5) | | | 12.57% | | 13.24% | ||
| Annualized ratio of net investment income to net assets(5) | | 12.83% | 13.24% | ||||
| Portfolio turnover(3) | | 13.07% | 2.77% | ||||
| Notes payable | | $100,000,000 | | $100,000,000 | | ||
| Credit Facility payable | | $184,650,119 | | $198,277,831 | | ||
| SBA-guaranteed debentures | | $325,000,000 | | $313,600,000 | | ||
| Asset coverage ratio(4) | | 2.14 | x | | 1.94 | x | |
| (1) | Based on weighted average shares of common stock outstanding for the period. |
| (2) | Total return on market value is based on the change in market price per share since the end of the prior year and assumes enrollment in the Company’s DRIP. The total returns are not annualized. |
| (3) | Portfolio turnover is calculated as the lesser of purchases or sales and repayments of investments divided by average portfolio balance and is not annualized. |
| (4) | Asset coverage ratio is equal to total assets less all liabilities and indebtedness not represented by senior securities over the aggregate amount of the senior securities. SBA-guaranteed debentures are excluded from the numerator and denominator. |
| (5) | These ratios include the impact of income tax provision on net unrealized appreciation in Taxable Subsidiaries of $192,607 and $78,760 for the three months ended March 31, 2024 and 2023, respectively, which are not reflected in total operating expenses or net investment income. The impact of the tax provision on net unrealized appreciation to weighted average net assets for the three months ended March 31, 2024 and 2023 is (0.24%) and (0.12%), respectively. |
| (6) | Includes the impact of different share amounts as a result of calculating certain per share data based on weighted average shares outstanding during the period and certain per share data based on shares outstanding as of the period end. |
NOTE 9 — CREDIT FACILITY
On October 11, 2017, we entered into a senior secured revolving credit agreement, as amended, dated as of October 10, 2017, that was amended and restated on December 21, 2021, February 28, 2022, May 13, 2022 and November 21, 2023, with Zions Bancorporation, N.A., dba Amegy Bank and various other lenders (the “Credit Facility”).
The Credit Facility provides for borrowings up to a maximum of $260,000,000 on a committed basis with an accordion feature that allows the Company to increase the aggregate commitments up to $350,000,000, subject to new or existing lenders agreeing to participate in the increase and other customary conditions.
Pursuant to the Fourth Amendment to Amended and Restated Senior Secured Revolving Credit Agreement, the Credit Facility will bear interest, subject to the Company’s election, on a per annum basis equal to (i) term SOFR 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) plus a SOFR credit spread adjustment (0.10% for one-month term SOFR and 0.15% for three-month term SOFR), with a 0.25% SOFR 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 0.50% and one-month term SOFR plus 1.00%. 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 November 21, 2027, 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 each month. Any amounts borrowed under the Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on November 21, 2028.
The Company’s obligations to the lenders are secured by a first priority security interest in its portfolio of securities and cash not held at the SBIC subsidiaries, but excluding short term investments. The Credit Facility contains certain covenants, including but not limited to: (i) maintaining a minimum liquidity test of at least $10,000,000, including cash, liquid investments and undrawn availability, (ii) maintaining an asset coverage ratio of at least 1.67 to 1.00, (iii) maintaining a minimum stockholder’s equity, and (iv) maintaining a minimum interest coverage ratio of at least 1.75 to 1.00. As of March 31, 2024 and December 31, 2023, the Company was in compliance with these covenants.
As of March 31, 2024 and December 31, 2023, $184,650,119 and $160,085,705, 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 $6,630,390 in connection with the current Credit Facility, which are being amortized over the life of the facility. Additionally, $341,979 of costs from a prior credit facility will continue to be amortized over the life of the Credit Facility. As of March 31, 2024 and December 31, 2023, $3,306,190 and $3,520,929 of such prepaid loan structure fees and administration fees had yet to be amortized, respectively. These prepaid loan fees are presented on our Consolidated Statements of Assets and Liabilities as a deduction from the debt liability.
The following is a summary of the Credit Facility, net of prepaid loan structure fees:
| | | | | | | |
|---|---|---|---|---|---|---|
| · March 31, 2024 · · December 31, 2023 | ||||||
| Credit Facility payable | | $184,650,119 | | $160,085,705 | ||
| Prepaid loan structure fees | | (3,306,190) | | (3,520,929) | ||
| Credit Facility payable, net of prepaid loan structure fees | | $181,343,929 | | $156,564,776 | ||
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, 2024 and 2023:
| · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · For the three months ended · | ||||||
| · · March 31, 2024 · · March 31, 2023 · | ||||||
| Interest expense | | $3,238,636 | | $3,695,476 | | |
| Loan fee amortization | | 264,707 | | 143,822 | ||
| Total interest and financing expenses | | $3,503,343 | | $3,839,298 | | |
| Weighted average interest rate | | 8.5% | 7.3% | |||
| Effective interest rate (including fee amortization) | | 9.1% | 7.6% | |||
| Average debt outstanding | | $154,110,158 | | $204,426,259 | | |
| Cash paid for interest and unused fees | | $3,180,209 | | $3,633,518 | | |
NOTE 10 — SBA-GUARANTEED DEBENTURES
Due to the SBIC subsidiaries’ status as licensed SBICs, the Company has the ability to issue debentures guaranteed by the SBA at favorable interest rates. Under the regulations applicable to SBIC funds, a single licensee can have outstanding debentures guaranteed by the SBA subject to a regulatory leverage limit, up totwo times the amount of “regulatory capital”, as such term is defined by the SBA. As of both March 31, 2024 and December 31, 2023, 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 both March 31, 2024 and December 31, 2023, the SBIC II subsidiary had $87,500,000 in regulatory capital. As of both March 31, 2024 and December 31, 2023, the SBIC II subsidiary had $175,000,000 of SBA-guaranteed debentures outstanding.
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 $498,485,510 and $485,152,670 in assets at March 31, 2024 and December 31, 2023, respectively, which accounted for approximately 53.3% and 53.4% 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 often 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.
The following table summarizes the SBIC subsidiaries’ aggregate SBA-guaranteed debentures outstanding as of March 31, 2024:
| · · · · · · · · · · · · | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Issuance Date · Licensee · Maturity Date · Debenture Amount · Interest Rate · SBA Annual Charge | |||||||||
| October 14, 2014 | | SBIC I | | March 1, 2025 | | $6,500,000 | 2.52% | 0.36% | |
| October 17, 2014 | | SBIC I | | March 1, 2025 | | 6,500,000 | 2.52% | 0.36% | |
| December 24, 2014 | | SBIC I | | March 1, 2025 | | 3,250,000 | 2.52% | 0.36% | |
| June 29, 2015 | | SBIC I | | September 1, 2025 | | 9,750,000 | 2.83% | 0.36% | |
| October 22, 2015 | | SBIC I | | March 1, 2026 | | 6,500,000 | 2.51% | 0.36% | |
| October 22, 2015 | | SBIC I | | March 1, 2026 | | 1,500,000 | 2.51% | 0.74% | |
| November 10, 2015 | | SBIC I | | March 1, 2026 | | 8,800,000 | 2.51% | 0.74% | |
| November 18, 2015 | | SBIC I | | March 1, 2026 | | 1,500,000 | 2.51% | 0.74% | |
| November 25, 2015 | | SBIC I | | March 1, 2026 | | 8,800,000 | 2.51% | 0.74% | |
| December 16, 2015 | | SBIC I | | March 1, 2026 | | 2,200,000 | 2.51% | 0.74% | |
| December 29, 2015 | | SBIC I | | March 1, 2026 | | 9,700,000 | 2.51% | 0.74% | |
| November 28, 2017 | | SBIC I | | March 1, 2028 | | 25,000,000 | 3.19% | 0.22% | |
| April 27, 2018 | | SBIC I | | September 1, 2028 | | 40,000,000 | 3.55% | 0.22% | |
| July 30, 2018 | | SBIC I | | September 1, 2028 | | 17,500,000 | 3.55% | 0.22% | |
| September 25, 2018 | | SBIC I | | March 1, 2029 | | 2,500,000 | 3.11% | 0.22% | |
| Total SBIC I Subsidiary SBA-guaranteed Debentures | | | | | $150,000,000 | | |||
| · · · · · · · · · · · · | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Issuance Date · Licensee · Maturity Date · Debenture Amount · Interest Rate · SBA Annual Charge | |||||||||||
| 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 | | 13,500,000 | 1.67% | 0.27% | ||||
| February 26, 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% | ||||
| April 21, 2021 | SBIC II | | September 1, 2031 | | 10,000,000 | 1.30% | 0.27% | ||||
| May 14, 2021 | SBIC II | | September 1, 2031 | | 6,700,000 | 1.30% | 0.27% | ||||
| May 28, 2021 | SBIC II | | September 1, 2031 | | 7,300,000 | 1.30% | 0.27% | ||||
| July 23, 2021 | SBIC II | | September 1, 2031 | | 16,000,000 | 1.30% | 0.27% | ||||
| February 25, 2022 | | SBIC II | | March 1, 2032 | | | 10,000,000 | | 2.94% | 0.27% | |
| March 29, 2022 | | SBIC II | | September 1, 2032 | | | 10,000,000 | | 4.26% | 0.27% | |
| April 1, 2022 | | SBIC II | | September 1, 2032 | | | 6,670,000 | | 4.26% | 0.27% | |
| April 12, 2022 | | SBIC II | | September 1, 2032 | | | 6,665,000 | | 4.26% | 0.27% | |
| April 21, 2022 | | SBIC II | | September 1, 2032 | | | 6,665,000 | | 4.26% | 0.27% | |
| June 30, 2022 | | SBIC II | | September 1, 2032 | | | 3,600,000 | | 4.26% | 0.27% | |
| July 28, 2022 | | SBIC II | | September 1, 2032 | | | 6,400,000 | | 4.26% | 0.27% | |
| September 9, 2022 | | SBIC II | | March 1, 2033 | | | 6,000,000 | | 5.17% | 0.27% | |
| November 9, 2022 | | SBIC II | | March 1, 2033 | | | 7,600,000 | | 5.17% | 0.27% | |
| August 8, 2023 | | SBIC II | | September 1, 2033 | | | 9,120,000 | | 5.69% | 0.27% | |
| September 19, 2023 | | SBIC II | | March 1, 2034 | | | 2,280,000 | | 5.04% | 0.27% | |
| Total SBIC II Subsidiary SBA-guaranteed Debentures | | | | | $175,000,000 | | |||||
| Total SBA-guaranteed Debentures | | | | | $325,000,000 | | | ||||
As of March 31, 2024 and December 31, 2023, the SBA-guaranteed debentures would be deemed to be Level 3, as defined in Note 6.
As of both March 31, 2024 and December 31, 2023, the Company has incurred $11,148,750 in financing costs related to the SBA-guaranteed debentures since receiving its licenses, which were recorded as prepaid loan fees. As of March 31, 2024 and December 31, 2023, $4,412,588 and $4,726,642 of prepaid financing costs had yet to be amortized, respectively. These prepaid loan fees are presented on the Consolidated Statements 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, 2024 · · December 31, 2023 | ||||||
| SBA-guaranteed Debentures payable | | $325,000,000 | | $325,000,000 | ||
| Prepaid loan fees | | | (4,412,588) | | | (4,726,642) |
| SBA-guaranteed Debentures, net of prepaid loan fees | | $320,587,412 | | $320,273,358 | ||
The following table summarizes the interest expense and amortized fees on the SBA-guaranteed debentures for the three months ended March 31, 2024 and 2023:
| · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · For the three months ended · | ||||||
| · · March 31, 2024 · · March 31, 2023 · | ||||||
| Interest expense | | $2,614,051 | | $2,400,718 | | |
| Debenture fee amortization | | 314,055 | | 317,508 | ||
| Total interest and financing expenses | | $2,928,106 | | $2,718,226 | | |
| Weighted average interest rate | | 3.2% | 3.1% | |||
| Effective interest rate (including fee amortization) | | 3.6% | 3.5% | |||
| Average debt outstanding | | $325,000,000 | | $313,600,000 | | |
| Cash paid for interest | | $5,201,848 | | $4,680,999 | | |
NOTE 11 — NOTES
On January 14, 2021, the Company issued $100,000,000 in aggregate principal amount of 4.875% fixed-rate notes due 2026 (the “Notes Payable”). The Notes Payable 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 Notes Payable is payable semi-annually beginning September 30, 2021. As of both March 31, 2024 and December 31, 2023, the aggregate carrying amount of the Notes Payable was approximately $100,000,000. The Notes Payable are institutional, non-traded notes.
In connection with the issuance and maintenance of the Notes Payable, the Company incurred $2,327,835 of fees, which are being amortized over the term of the Notes Payable. As of March 31, 2024 and December 31, 2023, $892,214 and $1,003,588 of prepaid financing costs had yet to be amortized, respectively. These financing costs are presented on the Consolidated Statements of Assets and Liabilities as a deduction from the debt liability.
The following table summarizes the interest expense and deferred financing costs on the Notes Payable for the three months ended March 31, 2024 and 2023:
| · · · · · · · | |||||
|---|---|---|---|---|---|
| | For the three months ended | ||||
| · March 31, 2024 · · March 31, 2023 | |||||
| Interest expense | | $1,224,750 | | $1,218,750 | |
| Deferred financing costs | | 111,374 | | 110,150 | |
| Total interest and financing expenses | | $1,336,124 | | $1,328,900 | |
| Weighted average interest rate | | 4.9% | 4.9% | ||
| Effective interest rate (including fee amortization) | | 5.4% | 5.4% | ||
| Average debt outstanding | | $100,000,000 | | $100,000,000 | |
| Cash paid for interest | | $2,443,500 | | $2,437,500 | |
The following is a summary of the Notes Payable, net of deferred financing costs:
| · · · · · · | ||||
|---|---|---|---|---|
| · March 31, 2024 · · December 31, 2023 | ||||
| Notes Payable | | $100,000,000 | | $100,000,000 |
| Deferred financing costs | | (892,214) | | (1,003,588) |
| Notes Payable, net of deferred financing costs | | $99,107,786 | | $98,996,412 |
The indenture and supplements thereto relating to the Notes Payable 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, 2024 and 2023, the Company was in compliance with these covenants.
NOTE 12 — SUBSEQUENT EVENTS
The Company’s management has evaluated subsequent events through the date of issuance of the financial statements included herein. There have been no subsequent events that require recognition or disclosure in these financial statements except for the following described below.
Investment Portfolio
The Company invested in the following portfolio companies subsequent to March 31, 2024:
| · · · · · · · · · · · | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Activity Type · Date · Company Name · Company Description · Investment Amount · Instrument Type | ||||||||||
| New Investment | | April 1, 2024 | | FairWave Holdings, LLC | | Specialty coffee platform | | $7,615,265 | | Senior Secured – First Lien |
| | | | | | | | | $2,665,343 | | Delayed Draw Term Loan Commitment |
| | | | | | | | | $1,142,290 | | Revolver Commitment |
| | | | | | | | | $285,572 | | Equity |
| New Investment | | April 11, 2024 | | WER Holdings, LLC | | Regional provider of commercial landscaping services | | $2,704,164 | | Senior Secured – First Lien |
| | | | | | | | | $1,338,695 | | Delayed Draw Term Loan Commitment |
| | | | | | | | | $401,609 | | Revolver Commitment |
| | | | | | | | | $180,300 | | Equity |
| Add-On Investment | | April 16, 2024 | | Impact Home Services LLC* | | Residential garage door, electrical, and plumbing services provider | | $8,932 | | Equity |
| | | | | | | | | $90,773 | | Senior Secured – First Lien |
| Add-On Investment | | April 22, 2024 | | Exacta Land Surveyors, LLC* | | Provider of land survey and field management services to facilitate real estate transactions | | $2,164 | | Equity |
The Company realized the following portfolio company investment subsequent to March 31, 2024:
| · · · · · · · · · · · · · · | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Activity Type · Date · Company Name · Company Description · Proceeds Received · Realized Gain · Instrument Type | |||||||||||||
| Full Repayment | | May 1, 2024 | | Nutritional Medicinals, LLC* | | Manufacturer and distributor of organic whole food, plant-based feeding tube formulas and meal replacement kits. | | $11,421,291 | | $ | - | | Senior Secured – First Lien |
| | | | | | | | | $2,950,929 | | $1,978,126 | | Equity | |
Credit Facility
The outstanding balance under the Credit Facility as of May 9, 2024 was $172,500,000.
Dividends Declared
On April 3, 2024, the Board declared a regular monthly dividend for each of April 2024, May 2024, and June 2024 as follows:
| · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| | | Ex-Dividend | | Record | | Payment | | Amount per |
| Declared · Date · Date · Date · Share | ||||||||
| 4/3/2024 | | 4/29/2024 | | 4/30/2024 | | 5/15/2024 | | $0.1333 |
| 4/3/2024 | 5/31/2024 | | 5/31/2024 | | 6/14/2024 | | $0.1333 | |
| 4/3/2024 | 6/28/2024 | | 6/28/2024 | | 7/15/2024 | | $0.1333 | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.