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Stellus Capital Investment Corp

For the period ended Mar 31, 2025. Filed May 12, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 12, 2025

SCM$7.27+0.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-11-07.

0001558370-24-014910

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-12.

0001558370-25-007374

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 130 previous paragraphs and 130 current paragraphs.

61 unchanged; 51 reworded; 14 added; 17 removed; 1 previous and 4 current paragraphs rearranged.

Tables are not compared: 57 previous and 57 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (14)

Current report

For the three months ended March 31, 2025, net investment income was $9.8 million, or $0.35 per common share (based on 27,602,612 weighted average shares outstanding for the three months ended March 31, 2025).

Current report

For the three months ended March 31, 2024, net investment income was $10.2 million, or $0.42 per common share (based on 24,125,642 weighted average shares outstanding for the three months ended March 31, 2024).

Current report

Net investment income for the three months ended March 31, 2025 decreased compared to the three months endedMarch 31, 2024 as a result of decreased interest income as explained in the “Revenues” section above, offset by lower operating expenses as explained in the “Expenses” section above.

Current report

Proceeds from repayments of investments and amortization of certain other investments for the three months ended March 31, 2025 totaled $15.0 million and net realized losses totaled ($6.0) million.

Current report

Proceeds from repayments of investments and amortization of certain other investments for the three months ended March 31, 2024 totaled $31.2 million and net realized losses totaled ($20.4) million.

Current report

For the three months ended March 31, 2025, net increase in net assets resulting from operations totaled $5.0 million, or $0.18 per common share (based on 27,602,612 weighted average shares outstanding for the three months ended March 31, 2025).

Current report

For the three months ended March 31, 2024, net increase in net assets resulting from operations totaled $13.1 million, or $0.54 per common share (based on 24,125,642 weighted average shares outstanding for the three months ended March 31, 2024).

Current report

On April 1, 2025, we issued $75.0 million in aggregate principal amount of 7.250% Notes due 2030 (the “7.250% Notes”). The 7.250% Notes bear interest at a rate of 7.250% per year payable semi-annually in arrears on April 1 and October 1 of each year, commencing October 1, 2025. The 7.250% Notes will mature on April 1, 2030, unless previously redeemed or repurchased in accordance with their terms. The 7.250% Notes are the direct unsecured obligations of our and rank pari passu with our existing and future unsecured,

Current report

unsubordinated indebtedness, including the Notes Payable; senior to any series of preferred stock that we may issue in the future; senior to any of our future indebtedness that expressly provides it is subordinated to the 7.250% Notes; effectively subordinated to all of our existing and future secured indebtedness (including indebtedness that is initially unsecured to which we subsequently grants security), to the extent of the value of the assets securing such indebtedness, including, without limitation, borrowings under the Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of our existing or future subsidiaries.

Current report

In connection with the 7.250% Notes, we and U.S. Bank Trust Company, National Association (as successor-in-interest to U.S. Bank National Association), as trustee (the “Trustee”), entered into a Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”) to the Base Indenture, dated May 5, 2014, between us and the Trustee (together with the Fourth Supplemental Indenture, the “Indenture”).

Current report

The Indenture contains certain covenants, including covenants requiring us to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions whether or not we continue to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to us by the SEC and certain other exceptions, and to provide financial information to the holders of the 7.250% Notes and the Trustee if we should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These covenants are subject to important limitations and exceptions that are set forth in the Indenture.
Removed paragraphs (17)

Previous report

For the three months ended September 30, 2024, net investment income was $10.3 million, or $0.39 per common share (based on 26,326,426 weighted average shares outstanding for the three months ended September 30, 2024).

Previous report

For the three months ended September 30, 2023, net investment income was $10.8 million, or $0.47 per common share (based on 22,824,221 weighted average shares outstanding for the three months ended September 30, 2023).

Previous report

For the nine months ended September 30, 2024, net investment income was $32.3 million, or $1.29 per common share (based on 25,066,626 weighted average shares outstanding for the nine months ended September 30, 2024).

Previous report

For the nine months ended September 30, 2023, net investment income was $30.3 million, or $1.42 per common share (based on 21,289,880 weighted average shares outstanding for the nine months ended September 30, 2023).

Previous report

The decrease in net investment income over the respective three month periods was due to lower non-recurring investment income and higher non-accrual investments.

Previous report

The increase in net investment income over the respective nine month periods was due to higher investment income as a result of a larger investment portfolio, offset by the decrease in expenses as explained in the “Expenses” section above.

Previous report

Proceeds from repayments of investments and amortization of certain other investments for the three months ended September 30, 2024 totaled $15.5 million and net realized losses totaled ($3.3) million.

Previous report

Proceeds from repayments of investments and amortization of certain other investments for the three months ended September 30, 2023 totaled $34.8 million and net realized gains totaled $0.6 million.

Previous report

Proceeds from repayments of investments and amortization of certain other investments for the nine months ended September 30, 2024 totaled $87.3 million and net realized losses totaled ($21.7) million.

Previous report

Proceeds from repayments of investments and amortization of certain other investments for the nine months ended September 30, 2023 totaled $79.1 million and net realized losses totaled ($0.3) million.

Previous report

Net Change in Unrealized Appreciation (Depreciation) of Investments

Previous report

Net change in unrealized appreciation (depreciation) on investments and cash equivalents for the nine months ended September 30, 2024 and 2023 totaled $26.4 million and ($24.3) million, respectively.

Previous report

For the three months ended September 30, 2023, net decrease in net assets resulting from operations totaled ($2.4) million, or ($0.11) per common share (based on 22,824,221 weighted average shares outstanding for the three months ended September 30, 2023).

Previous report

For the nine months ended September 30, 2024, net increase in net assets resulting from operations totaled $37.2 million, or $1.48 per common share (based on 25,066,626 weighted average shares outstanding for the nine months ended September 30, 2024).

Previous report

For the nine months ended September 30, 2023, net increase in net assets resulting from operations totaled $6.0 million, or $0.28 per common share (based on 21,289,880 weighted average shares outstanding for the nine months ended September 30, 2023).

Previous report

The net increase in net assets between the respective periods was due to higher unrealized appreciation, offset by increased net realized losses in the current year.

Previous report

On October 30, 2024, we entered into an Increase Agreement to the Credit Facility which, among other things, amends the Credit Facility to increase the total available commitments under the Credit Facility from $260.0 million to $315.0 million on a committed basis.
Reworded paragraphs (51)

Previous wording

We were organized as a Maryland corporation on May 18, 2012, and formally commenced operations on November 7, 2012. Our investment objective is to maximize the total return to our stockholders in the form of current income and capital appreciation through debt and related equity investments in middle-market companies.

Current wording

We were organized as a Maryland corporation on May 18, 2012, and formally commenced operations on November 7, 2012. Our investment objective is to maximize the total return to our stockholders in the form of current income and capital appreciation through debt and related equity investments in lower middle-market companies.

Previous wording

On April 4, 2018, the board of directors of the Company (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 our 2018 annual meeting of stockholders our stockholders also approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act. As a result, the asset coverage ratio applicable to us was decreased from 200% to 150%, effective June 29, 2018, which effectively increased the amount of leverage we may incur. As of September 30, 2024, our asset coverage ratio was 242%. 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.

Current wording

On April 4, 2018, the board of directors of the Company (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 our 2018 annual meeting of stockholders our stockholders also approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act. As a result, the asset coverage ratio applicable to us was decreased from 200% to 150%, effective June 29, 2018, which effectively increased the amount of leverage we may incur. As of March 31, 2025, our asset coverage ratio was 216%. 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.

Previous wording

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, bank impairments and failures, 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.

Current wording

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, fluctuating interest rates, bank impairments and failures, economic sanctions in response to international conflicts and instances of geopolitical, economic and financial market instability in the United States and abroad, including as a result of the imposition of tariffs in the United States or its trading partners. 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.

Previous wording

We originate and invest primarily in privately-held middle-market companies (typically those with $5.0 million to $50.0 million of EBITDA) through first lien (including unitranche), second lien, and unsecured debt financing, often times with a corresponding equity investment.

Current wording

We originate and invest primarily in privately held lower middle-market companies (typically those with $5.0 million to $50.0 million of EBITDA) with a focus on investing through first lien (including unitranche) loans, often with a corresponding equity investment.

Previous wording

As of September 30, 2024, we had $908.7 million (at fair value) invested in 99 portfolio companies. As of September 30, 2024, our portfolio included approximately 89% of first lien debt, 1% of second lien debt, 1% of unsecured debt and 9% of equity investments at fair value. The composition of our investments at cost and fair value as of September 30, 2024 was as follows:

Current wording

As of March 31, 2025, we had $991.1 million (at fair value) invested in 110 portfolio companies. As of March 31, 2025, our portfolio included approximately 90% of first lien debt, 1% of second lien debt, 1% of unsecured debt and 8% of equity investments at fair value. The composition of our investments at cost and fair value as of March 31, 2025 was as follows:

Previous wording

As of December 31, 2023, we had $874.5 million (at fair value) invested in 93 portfolio companies. As of December 31, 2023, our portfolio included approximately 89% of first lien debt, 2% of second lien debt, 1% of unsecured debt and 8% of equity investments at fair value. The composition of our investments at cost and fair value as of December 31, 2023 was as follows:

Current wording

As of December 31, 2024, we had $953.5 million (at fair value) invested in 105 portfolio companies. As of December 31, 2024, our portfolio included approximately 90% of first lien debt, 1% of second lien debt, 1% of unsecured debt and 8% of equity investments at fair value. The composition of our investments at cost and fair value as of December 31, 2024 was as follows:

Previous wording

Our investment portfolio may contain loans that are in the form of lines of credit or revolving credit facilities, which require us to provide funding when requested by portfolio companies in accordance with the terms and conditions of the underlying loan agreements. As of September 30, 2024 and December 31, 2023, we had unfunded commitments of $38.6 million and $37.0 million, respectively, to provide financing to 58 and 57 portfolio companies, respectively. As of September 30, 2024, we had sufficient liquidity (through cash on hand and available borrowings under the Credit Facility (as defined below) to fund such unfunded commitments should the need arise.

Current wording

Our investment portfolio may contain loans that are in the form of lines of credit or revolving credit facilities, which require us to provide funding when requested by portfolio companies in accordance with the terms and conditions of the underlying loan agreements. As of March 31, 2025 and December 31, 2024, we had unfunded commitments of $46.5 million and $41.3 million, respectively, to provide financing to 72 and 71 portfolio companies, respectively. As of March 31, 2025, we had sufficient liquidity (through cash on hand and available borrowings under the Credit Facility (as defined below) to fund such unfunded commitments should the need arise.

Previous wording

The following is a summary of geographical concentration of our investment portfolio as of September 30, 2024:

Current wording

The following is a summary of geographical concentration in our investment portfolio as of March 31, 2025:

Previous wording

The following is a summary of geographical concentration of our investment portfolio as of December 31, 2023:

Current wording

The following is a summary of geographical concentration of in investment portfolio as of December 31, 2024:

Previous wording

The following is a summary of industry concentration of our investment portfolio as of September 30, 2024:

Current wording

The following is a summary of industry concentration in our investment portfolio as of March 31, 2025:

Previous wording

The following is a summary of industry concentration of our investment portfolio as of December 31, 2023:

Current wording

The following is a summary of industry concentration in our investment portfolio as of December 31, 2024:

Previous wording

At September 30, 2024, our average portfolio company investment at amortized cost and fair value was approximately $9.2 million and $9.2 million, respectively, and our largest portfolio company investment at amortized cost and fair value was $22.8 million and $20.6 million, respectively. At December 31, 2023, our average portfolio company investment at amortized cost and fair value was approximately $9.7 million and $9.4 million, respectively, and our largest portfolio company investment at amortized cost and fair value was approximately $21.7 million and $18.9 million, respectively.

Current wording

At March 31, 2025, our average portfolio company investment at amortized cost and fair value was approximately $9.1 million and $9.0 million, respectively, and our largest portfolio company investment at amortized cost and fair value was $23.6 million and $21.8 million, respectively. At December 31, 2024, our average portfolio company investment at amortized cost and fair value was approximately $9.2 million and $9.2 million, respectively, and our largest portfolio company investment at amortized cost and fair value was approximately $23.2 million and $21.2 million, respectively.

Previous wording

At both September 30, 2024 and December 31, 2023, 95% of our debt investments bore interest based on floating rates (subject to interest rate floors) and 5% bore interest at fixed rates.

Current wording

At March 31, 2025 and December 31, 2024, 91.4% and 94.5% of our debt investments bore interest based on floating rates (subject to interest rate floors) and 8.6% and 5.5% bore interest at fixed rates, respectively.

Previous wording

The weighted average yield on all of our debt investments as of September 30, 2024 and December 31, 2023 was approximately 11.0% and 11.9%, respectively. The weighted average yield on all of our investments, including non-income producing equity positions, as of September 30, 2024 and December 31, 2023 was approximately 10.3% and 11.1%, respectively. The weighted average yield was computed using the effective interest rates for all of our debt investments, including accretion of original issue discount. The weighted average yield of our debt investments is not the same as a return on investment for our stockholders, but rather relates to a portion of our investment portfolio and is calculated before the payment of all of our subsidiaries’ fees and expenses.

Current wording

The weighted average yield on all of our debt investments as of both March 31, 2025 and December 31, 2024 was approximately 10.3%. The weighted average yield on all of our investments, including non-income producing equity positions, as of March 31, 2025 and December 31, 2024 was approximately 9.6% and 9.7%, respectively. The weighted average yield was computed using the effective interest rates for all of our debt investments, including accretion of original issue discount. The weighted average yield of our debt investments is not the same as a return on investment for our stockholders, but rather relates to a portion of our investment portfolio and is calculated before the payment of all of our subsidiaries’ fees and expenses.

Previous wording

As of September 30, 2024 and December 31, 2023, we had cash and cash equivalents of $38.6 million and $26.1 million, respectively.

Current wording

As of March 31, 2025 and December 31, 2024, we had cash and cash equivalents of $10.9 million and $20.1 million, respectively.

Previous wording

During the nine months ended September 30, 2024, we made an aggregate of $112.6 million of investments in 12 new portfolio companies and 18 existing portfolio companies. During the nine months ended September 30, 2024, we received an aggregate of $87.3 million in proceeds from repayments of our investments.

Current wording

During the three months ended March 31, 2025, we made an aggregate of $55.4 million of investments in seven new portfolio companies and five existing portfolio companies. During the three months ended March 31, 2025, we received an aggregate of $15.0 million in proceeds from repayments of our investments.

Previous wording

During the nine months ended September 30, 2023, we made an aggregate of $139.7 million of investments in 17 new portfolio companies and 18 existing portfolio companies. During the nine months ended September 30, 2023, we received an aggregate of $79.1 million in proceeds from repayments of our investments.

Current wording

During the three months ended March 31, 2024, we made an aggregate of $28.5 million of investments in three new portfolio companies and eight existing portfolio companies. During the three months ended March 31, 2024, we received an aggregate of $31.2 million in proceeds from repayments of our investments.

Previous wording

Our level of investment activity can vary substantially from period to period depending on many factors, including the amount of debt and equity capital to middle-market companies, the level of merger and acquisition activity, the general economic environment and the competitive environment for the types of investments we make.

Current wording

Our level of investment activity can vary substantially from period to period depending on many factors, including the amount of debt and equity capital to lower middle-market companies, the level of merger and acquisition activity, the general economic environment and the competitive environment for the types of investments we make.

Previous wording

We will not accrue interest on loans and debt securities if we have reason to doubt our ability to collect such interest. As of September 30, 2024, we had loans to six portfolio companies that were on non-accrual status, which represented approximately 6.9% of our loan portfolio at cost and 4.7% at fair value. As of December 31, 2023, we had loans to four portfolio companies that were on non-accrual status, which represented approximately 4.2% of our loan portfolio at cost and 1.3% at fair value. As of September 30, 2024 and December 31, 2023, $5.1 million and $7.5 million of income from investments on non-accrual had not been accrued, respectively.

Current wording

We will not accrue interest on loans and debt securities if we have reason to doubt our ability to collect such interest. As of March 31, 2025, we had loans to five portfolio companies that were on non-accrual status, which represented approximately 6.7% of our loan portfolio at cost and 4.0% at fair value. As of December 31, 2024, we had loans to seven portfolio companies that were on non-accrual status, which represented approximately 8.3% of our loan portfolio at cost and 5.4% at fair value. As of March 31, 2025 and December 31, 2024, $7.8 million and $6.5 million of income from investments on non-accrual had not been accrued, respectively.

Previous wording

Comparison of the three and nine months ended September 30, 2024 and 2023

Current wording

Comparison of the Three Months Ended March 31, 2025 and 2024

Previous wording

The following shows the breakdown of investment income for the three and nine months ended September 30, 2024 and 2023 (in millions).

Current wording

The following shows the breakdown of investment income for the three months ended March 31, 2025 and 2024 (in millions).

Previous wording

The decrease in investment income for the three months ended September 30, 2024 was due primarily to a decrease in our principal debt outstanding. The increase in investment income for the nine months ended September 30, 2024 was due primarily to growth in the overall investment portfolio.

Current wording

The decrease in investment income for the three months ended March 31, 2025 was due primarily to a decrease in prevailing market rates on our loans, typically in reference to the Secured Overnight Financing Rate (“SOFR”), and a decrease in non-recurring income, partially offset by an increase in our principal debt outstanding.

Previous wording

The following shows the breakdown of operating expenses for the three and nine months ended September 30, 2024 and 2023 (in millions).

Current wording

The following shows the breakdown of operating expenses for the three months ended March 31, 2025 and 2024 (in millions).

Previous wording

The decrease in operating expenses for the nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 2023 was due to the income incentive fee waiver, offset by the capital gains incentive fee reversal.

Current wording

The decrease in operating expenses for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, was due to the income incentive fee waiver, offset by increased management fees, interest expense and other fees due to overall portfolio growth.

Previous wording

Net change in unrealized appreciation (depreciation) primarily reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded appreciation or depreciation when gains or losses are realized.

Current wording

Net change in unrealized appreciation primarily reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded appreciation or depreciation when gains or losses are realized.

Previous wording

Net change in unrealized appreciation (depreciation) on investments and cash equivalents for the three months ended September 30, 2024 and 2023 totaled $8.5 million and ($13.8) million, respectively.

Current wording

Net change in unrealized appreciation on investments and cash equivalents for the three months ended March 31, 2025 and 2024 totaled $1.2 million and $23.5 million, respectively.

Previous wording

The change in unrealized appreciation (depreciation) over the respective periods was due to reversals of previous write-downs that were realized and company-specific investment write-downs, offset by company-specific write-ups.

Current wording

The change in unrealized appreciation over the respective periods was due to reversals of previous write-downs that were realized and company-specific investment write-downs, offset by company-specific write-ups.

Previous wording

We have direct wholly owned subsidiaries that have elected to be taxable entities (the “Taxable Subsidiaries”). The Taxable Subsidiaries permit us to hold equity investments in portfolio companies, which are “pass through” entities for U.S. federal income tax purposes and continue to comply with the “source income” requirements contained in RIC tax provisions of the Code. The Taxable Subsidiaries are not consolidated with us for U.S. federal income tax purposes and may generate U.S. federal income tax expense, benefit, and the related tax assets and liabilities, as a result of their ownership of certain portfolio investments. The U.S. federal income tax expense, or benefit, if any, and related tax assets and liabilities are reflected in our consolidated financial statements. For the nine months ended September 30, 2024 and 2023, we recognized a benefit (provision) for income tax on unrealized investments of $0.2 million and ($0.1) million for the Taxable Subsidiaries, respectively. As of September 30, 2024 and December 31, 2023, there was $0.0 million and $0.2 million of deferred tax liabilities on the Consolidated Statements of Assets and Liabilities, respectively.

Current wording

We have direct wholly owned subsidiaries that have elected to be taxable entities (the “Taxable Subsidiaries”). The Taxable Subsidiaries permit us to hold equity investments in portfolio companies, which are “pass through” entities for U.S. federal income tax purposes and continue to comply with the “source income” requirements contained in RIC tax provisions of the Code. The Taxable Subsidiaries are not consolidated with us for U.S. federal income tax purposes and may generate U.S. federal income tax expense, benefit, and the related tax assets and liabilities, as a result of their ownership of certain portfolio investments. The U.S. federal income tax expense, or benefit, if any, and related tax assets and liabilities are reflected in our consolidated financial statements. For the three months ended March 31, 2025 and 2024, we recognized a provision for income tax on unrealized investments of $0.0 million and ($0.2) million for the Taxable Subsidiaries, respectively. As of both March 31, 2025 and December 31, 2024, there was $0.0 million of deferred tax liabilities on the Consolidated Statements of Assets and Liabilities.

Previous wording

For the three months ended September 30, 2024, net increase in net assets resulting from operations totaled $15.5 million, or $0.59 per common share (based on 26,326,426 weighted average shares outstanding for the three months ended September 30, 2024).

Previous wording

The net increase in net assets between the respective periods was due to higher unrealized appreciation, offset by higher realized losses in the current year.

Current wording

The net increase in net assets between the respective periods was due to lower unrealized appreciation, partially offset by lower realized losses in the current year.

Previous wording

Our operating activities provided net cash of $3.1 million for the nine months ended September 30, 2024, primarily in connection with the net increase in net assets resulting from operations and sales and repayments of portfolio investments, offset by the purchase of portfolio investments. Our financing activities for the nine months ended September 30, 2024 provided cash of $9.4 million primarily from proceeds from the issuance of common stock, offset by net paydowns on our Credit Facility and shareholder distibutions.

Current wording

Our operating activities used net cash of $36.9 million for the three months ended March 31, 2025, primarily in connection with the purchase of portfolio investments, partially offset by and sales and repayments of portfolio investments. Our financing activities for the three months ended March 31, 2025 provided cash of $27.8 million, primarily from proceeds from our ATM Program and net borrowings on our Credit Facility, partially offset by repayments of SBA-guaranteed debentures.

Previous wording

Our operating activities used net cash of $42.4 million for the nine months ended September 30, 2023, primarily in connection with the purchase of portfolio investments, offset by sales and repayments of portfolio investments. Our financing activities for the nine months ended September 30, 2023 provided cash of $13.6 million primarily from proceeds from the issuance of common stock, offset by net paydowns on our Credit Facility.

Current wording

Our operating activities provided net cash of $4.5 million for the three months ended March 31, 2024, primarily in connection with sales and repayments of portfolio investments, offset by the purchase of portfolio investments. Our financing activities for the three months ended March 31, 2024 provided cash of $18.2 million, primarily from proceeds from net borrowings on our Credit Facility for the purchase of portfolio investments.

Previous wording

Although we expect to fund the growth of our investment portfolio through the net proceeds from future public and private equity offerings and issuances of senior securities or future borrowings to the extent permitted by the 1940 Act, our plans to raise capital may not be successful. In this regard, if our common stock trades at a price below our then-current net asset value per share, we may be limited in our ability to raise equity capital given that we cannot sell our common stock at a price below net asset value per share unless our stockholders approve such a sale and our Board makes certain determinations in connection therewith. A proposal, approved by our stockholders at our 2024 annual stockholders meeting, authorizes us to sell up to 25% of our outstanding common shares at a price equal to or below the then current net asset value per share in one or more offerings. This authorization will expire on the earlier of June 20, 2025 the one-year anniversary of our 2024 annual stockholders meeting or the date of our 2025 annual stockholder meeting. We would need similar future approval from our stockholders to issue shares below the then current net asset value per share any time after the expiration of the current approval. In addition, we intend to distribute between 90% and 100% of our taxable income to our stockholders in order to satisfy the requirements applicable to RICs under Subchapter M of the Code. Consequently, we may not have the funds or the ability to fund new investments, to make additional investments in our portfolio companies, to fund our unfunded commitments to portfolio companies or to repay borrowings. In addition, the illiquidity of our portfolio investments may make it difficult for us to sell these investments when desired and, if we are required to sell these investments, we may realize significantly less than their recorded value.

Current wording

to or below the then current net asset value per share in one or more offerings. This authorization will expire on the earlier of (i) June 20, 2025, the one-year anniversary of our 2024 annual stockholders meeting, and (ii) the date of our 2025 annual stockholder meeting. We would need similar future approval from our stockholders to issue shares below the then current net asset value per share any time after the expiration of the current approval. In addition, we intend to distribute between 90% and 100% of our taxable income to our stockholders in order to satisfy the requirements applicable to RICs under Subchapter M of the Code. Consequently, we may not have the funds or the ability to fund new investments, to make additional investments in our portfolio companies, to fund our unfunded commitments to portfolio companies or to repay borrowings. In addition, the illiquidity of our portfolio investments may make it difficult for us to sell these investments when desired and, if we are required to sell these investments, we may realize significantly less than their recorded value.

Previous wording

Also, as a BDC, we generally are required to meet an asset coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, over the aggregate amount of the senior securities, which include all of our borrowings and any outstanding preferred stock, of at least 150% effective June 29, 2018 (at least 200% prior to June 29, 2018). This requirement limits the amount that we may borrow. We have received exemptive relief from the SEC to permit us to exclude the debt of the Stellus Capital SBIC, LP (the “SBIC subsidiary”) and Stellus Capital SBIC II, LP (the “SBIC II subsidiary”) (collectively, the “SBIC subsidiaries”) guaranteed by the U.S. Small Business Administration (“SBA”) from the definition of senior securities in the asset coverage test under the 1940 Act. We were in compliance with the asset coverage ratios at all times. As of September 30, 2024 and December 31, 2023, our asset coverage ratio was 242% and 223%, respectively. The amount of leverage that we employ will depend on our assessment of market conditions and other factors at the time of any proposed borrowing, such as the maturity, covenant package and rate structure of the proposed borrowings, our ability to raise funds through the issuance of shares of our common stock and the risks of such borrowings within the context of our investment outlook. Ultimately, we only intend to use leverage if the expected returns from borrowing to make investments will exceed the cost of such borrowing. As of September 30, 2024 and December 31, 2023, we had cash and cash equivalents of $38.6 million and $26.1 million, respectively.

Current wording

Also, as a BDC, we generally are required to meet an asset coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, over the aggregate amount of the senior securities, which include all of our borrowings and any outstanding preferred stock, of at least 150% effective June 29, 2018 (at least 200% prior to June 29, 2018). This requirement limits the amount that we may borrow. We have received exemptive relief from the SEC to permit us to exclude the debt of the Stellus Capital SBIC, LP (the “SBIC I subsidiary”) and Stellus Capital SBIC II, LP (the “SBIC II subsidiary”) (collectively, the “SBIC subsidiaries”) guaranteed by the U.S. Small Business Administration (“SBA”) from the definition of senior securities in the asset coverage test under the 1940 Act. We were in compliance with the asset coverage ratios at all times. As of March 31, 2025 and December 31, 2024, our asset coverage ratio was 216% and 234%, respectively. The amount of leverage that we employ will depend on our assessment of market conditions and other factors at the time of any proposed borrowing, such as the maturity, covenant package and rate structure of the proposed borrowings, our ability to raise funds through the issuance of shares of our common stock and the risks of such borrowings within the context of our investment outlook. Ultimately, we only intend to use leverage if the expected returns from borrowing to make investments will exceed the cost of such borrowing. As of March 31, 2025 and December 31, 2024, we had cash and cash equivalents of $10.9 million and $20.1 million, respectively.

Previous wording

The Credit Facility provides for borrowings up to a maximum of $260.0 million on a committed basis with an accordion feature that allows us to increase the aggregate commitments up to $350.0 million, subject to new or existing lenders agreeing to participate in the increase and other customary conditions.

Current wording

The Credit Facility provides for borrowings up to a maximum of $315.0 million on a committed basis with an accordion feature that allows us to increase the aggregate commitments up to $350.0 million, subject to new or existing lenders agreeing to participate in the increase and other customary conditions.

Previous wording

As of September 30, 2024 and December 31, 2023, $157.4 million and $160.1 million, respectively, was outstanding under the Credit Facility. The carrying amount of the amount outstanding under the Credit Facility approximates its fair value. The fair values of the Credit Facility is determined in accordance with Accounting Standards Codification (“ASC”) Topic 820,Fair Value Measurements and Disclosures(“ASC 820”), which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Credit Facility is estimated based upon market interest rates for our own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. We incurred costs of $6.7 million in connection with the current Credit Facility, which are being amortized over the life of the facility. Additionally, $0.3 million of costs from a prior credit facility will continue to be amortized over the remaining life of the Credit Facility. As of September 30, 2024 and December 31, 2023, $2.8 million and $3.5 million of such prepaid loan structure fees and administration fees had yet to be amortized, respectively. These prepaid loan fees are presented on the Consolidated Statements of Assets and Liabilities as a deduction from the debt liability.

Current wording

Facility is determined in accordance with Accounting Standards Codification (“ASC”) Topic 820,Fair Value Measurements and Disclosures(“ASC 820”), which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Credit Facility is estimated based upon market interest rates for our own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. We incurred costs of $7.3 million in connection with the current Credit Facility, which are being amortized over the life of the facility. Additionally, $0.3 million of costs from a prior credit facility will continue to be amortized over the remaining life of the Credit Facility. As of March 31, 2025 and December 31, 2024, $2.8 million and $3.1 million of such prepaid loan structure fees and administration fees had yet to be amortized, respectively. These prepaid loan fees are presented on the Consolidated Statements of Assets and Liabilities as a deduction from the debt liability.

Previous wording

Interest is paid quarterly in arrears. The following table summarizes the interest expense and amortized loan fees on the Credit Facility for the three and nine months ended September 30, 2024 and 2023 (dollars in millions):

Current wording

Interest is paid 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, 2025 and 2024 (dollars in millions):

Previous wording

Due to the SBIC subsidiaries’ status as Small Business Investment Companies (“SBICs”), we have the ability to issue debentures guaranteed by the SBA at favorable interest rates (“SBA-guaranteed debentures”). Under the regulations applicable to SBICs, a single licensee can have outstanding SBA-guaranteed debentures, subject to a regulatory leverage limit, up to two times the amount of regulatory capital. As of both September 30, 2024 and December 31, 2023, the SBIC subsidiary had $75.0 million in “regulatory capital”, as such term is defined by the SBA, and $150.0 million of SBA-guaranteed debentures outstanding.

Current wording

Due to the SBIC subsidiaries’ status as Small Business Investment Companies (“SBICs”), we have the ability to issue debentures guaranteed by the SBA at favorable interest rates (“SBA-guaranteed debentures”). Under the regulations applicable to SBICs, a single licensee can have outstanding SBA-guaranteed debentures, subject to a regulatory leverage limit, up to two times the amount of regulatory capital. As of March 31, 2025 and December 31, 2024, the SBIC I subsidiary had $75.0 million in “regulatory capital”, as such term is defined by the SBA, and $133.8 million and $150.0 million of SBA-guaranteed debentures outstanding, respectively.

Previous wording

On a stand-alone basis, the SBIC subsidiaries held $498.7 million and $485.2 million in assets at September 30, 2024 and December 31, 2023, respectively, which accounted for approximately 52.7% and 53.4% of our total consolidated assets, respectively.

Current wording

On a stand-alone basis, the SBIC subsidiaries held $494.5 million and $510.1 million in assets at March 31, 2025 and December 31, 2024, respectively, which accounted for approximately 48.9% and 52.0% of our total consolidated assets, respectively.

Showing the first 40 of 51 pairs. Open the source sections for the rest.

Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

Although we expect to fund the growth of our investment portfolio through the net proceeds from future public and private equity offerings and issuances of senior securities or future borrowings to the extent permitted by the 1940 Act, our plans to raise capital may not be successful. In this regard, if our common stock trades at a price below our then-current net asset value per share, we may be limited in our ability to raise equity capital given that we cannot sell our common stock at a price below net asset value per share unless our stockholders approve such a sale and our Board makes certain determinations in connection therewith. A proposal, approved by our stockholders at our 2024 annual stockholders meeting, authorizes us to sell up to 25% of our outstanding common shares at a price equal

Current report — wording carried from elsewhere

As of March 31, 2025 and December 31, 2024, $221.8 million and $175.4 million, respectively, was outstanding under the Credit Facility. The carrying amount of the amount outstanding under the Credit Facility approximates its fair value. The fair value of the Credit

Current report — wording carried from elsewhere

borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. At March 31, 2025 and December 31, 2024, the SBA-guaranteed debentures would be deemed to be Level 3, as defined in Note 6 to the Consolidated Financial Statements.

Current report — wording carried from elsewhere

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. We refer to our issuance and sale of shares under the Equity Distribution Agreement as the “ATM Program.”
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Net Increase (Decrease) in Net Assets Resulting from Operations