# Stellus Capital Investment Corp: Form 10-Q for the period ended Sep 30, 2024

- Company: [Stellus Capital Investment Corp](/companies/scm.md) (CIK 1551901)
- Form: 10-Q
- Filed: 2024-11-07
- Accepted by EDGAR: Nov 7, 2024, 22:29 ET
- Period: 2024-09-30
- Accession: 0001558370-24-014910
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1551901/000155837024014910/scm-20240930x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1551901/000155837024014910/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Income tax | 3 months, 2024-07-01 to 2024-09-30 | $360.2k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2024-01-01 to 2024-09-30 | $1.3m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2024-07-01 to 2024-09-30 | $15.5m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2024-01-01 to 2024-09-30 | $37.2m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-07-01 to 2024-09-30 | $0.59 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2024-01-01 to 2024-09-30 | $1.48 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-07-01 to 2024-09-30 | $0.59 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2024-01-01 to 2024-09-30 | $1.48 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-07-01 to 2024-09-30 | 26,326,426 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2024-01-01 to 2024-09-30 | 25,066,626 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2024-01-01 to 2024-09-30 | $3.1m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Dividends paid | 9 months, 2024-01-01 to 2024-09-30 | $26.7m | us-gaap:PaymentsOfDividends |
| Cash and equivalents | at 2024-09-30 | $38.6m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2024-09-30 | $957.1m | us-gaap:Assets |
| Total liabilities | at 2024-09-30 | $590.8m | us-gaap:Liabilities |
| Shareholders' equity | at 2024-09-30 | $366.3m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 65,302 characters.

### Forward-Looking Statements

Some of the statements in this quarterly report on Form 10-Q constitute forward-looking statements, which relate to future events or Stellus Capital Investment Corporation’s (“we”, “us”, “our” and the “Company”) future performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties, including statements as to:

- our future operating results;
- our business prospects and the prospects of our portfolio companies;
- the effect of investments that we expect to make;
- our contractual arrangements and relationships with third parties;
- actual and potential conflicts of interest with Stellus Capital Management, LLC (“Stellus Capital” or the “Advisor”);
- the dependence of our future success on the general economy and its effect on the industries in which we invest;
- the impact of interest rate volatility on our business and our portfolio companies;
- the ability of our portfolio companies to achieve their objectives;
- the use of borrowed money to finance a portion of our investments;
- the adequacy of our financing sources and working capital;
- the timing of cash flows, if any, from the operations of our portfolio companies;
- the ability of Stellus Capital to locate suitable investments for us and to monitor and administer our investments;
- the ability of Stellus Capital to attract and retain highly talented professionals;
- our ability to maintain our qualification as a regulated investment company (“RIC”) and as a business development company (“BDC”); and
- the effect of future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities) and conditions in our operating areas, particularly with respect to BDC or RICs.

Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words.

We have based the forward-looking statements included in this quarterly report on Form 10-Q on information available to us on the date of this quarterly report on Form 10-Q. Actual results could differ materially from those anticipated in our forward-looking statements, and future results could differ materially from historical performance. We undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law or U.S. Securities and Exchange Commission (“SEC”) rule or regulation. You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

### Overview

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

We are an externally managed, non-diversified, closed-end investment company that has elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment activities are managed by our investment adviser, Stellus Capital.

As a BDC, we are required to comply with certain regulatory requirements. For instance, as a BDC, we must not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets. Qualifying assets include investments in “eligible portfolio companies” (as defined in the 1940 Act). Under the relevant SEC rules, the term “eligible portfolio company” includes all private operating companies, operating companies whose securities are not listed on a national securities exchange, and certain public operating companies that have listed their securities on a national securities exchange and have a market capitalization of less than $250 million, in each case organized and with their principal place of business in the United States.

We have elected, qualified, and intend to continue to qualify annually to be treated for tax purposes as a RIC under Subchapter M of the internal Revenue Code of 1986, as amended (the “Code”). To maintain our qualification as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. As of September 30, 2024, we were in compliance with the RIC requirements. As a RIC, we generally will not have to pay corporate-level U.S. federal income taxes on any income we distribute to our stockholders.

On March 23, 2018, the Small Business Credit Availability Act (the “SBCAA”) was signed into law, which included various changes to regulations under the federal securities laws that impact BDCs. The SBCAA included changes to the 1940 Act to allow BDCs to decrease their asset coverage requirement to 150% from 200% subject to certain circumstances.

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.

### 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, 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.

### Portfolio Composition and Investment Activity

### Portfolio Composition

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

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:

| ​ ​ | ​ | ​ ​ Cost | ​ | ​ ​ Fair Value |
| --- | --- | ---: | --- | --- |
| Senior Secured – First Lien(1) | ​ | $834,831,967 | ​ | $813,032,551 |
| Senior Secured – Second Lien | ​ | 12,063,585 | ​ | ​ 11,933,275 |
| Unsecured Debt | ​ | 6,643,222 | ​ | ​ 6,543,287 |
| Equity | ​ | 55,781,114 | ​ | ​ 77,209,780 |
| Total Investments | ​ | $909,319,888 | ​ | $908,718,893 |

(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 4.3% of our portfolio at fair value.

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:

| ​ ​ | ​ | ​ ​ 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.

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.

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

| ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ Cost | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ Fair Value | ​ ​ ​ ​ % of Total ​ Investments at ​ Fair Value ​ |
| --- | --- | --- | --- | --- | ---: |
| Texas |  | $176,595,098 |  | $174,492,467 | 19.20% |
| California |  | ​ 177,080,874 |  | ​ 168,026,775 | 18.50% |
| Florida |  | ​ 98,224,132 |  | ​ 95,184,806 | 10.47% |
| Pennsylvania |  | ​ 50,060,607 |  | ​ 50,743,467 | 5.58% |
| Illinois |  | ​ 60,273,177 |  | ​ 50,173,300 | 5.52% |
| Arizona |  | ​ 43,546,588 |  | ​ 47,067,031 | 5.18% |
| Ohio |  | ​ 33,818,639 |  | ​ 35,856,729 | 3.95% |
| Colorado |  | ​ 30,605,048 |  | ​ 28,109,303 | 3.09% |
| Wisconsin |  | ​ 27,330,909 |  | ​ 26,605,158 | 2.93% |
| Georgia |  | ​ 11,733,310 |  | ​ 26,086,957 | 2.87% |
| Canada |  | ​ 23,552,639 |  | ​ 23,726,867 | 2.61% |
| New York |  | ​ 23,401,363 |  | ​ 23,605,644 | 2.60% |
| Massachusetts |  | ​ 17,775,794 |  | ​ 18,086,443 | 1.99% |
| Missouri |  | ​ 16,683,889 |  | ​ 16,639,813 | 1.83% |
| North Carolina |  | ​ 13,819,823 |  | ​ 15,200,224 | 1.67% |
| District of Columbia |  | ​ 12,789,633 |  | ​ 15,164,055 | 1.67% |
| New Jersey |  | ​ 12,641,910 |  | ​ 13,856,131 | 1.52% |
| Indiana |  | ​ 13,322,567 |  | ​ 13,421,758 | 1.48% |
| Michigan |  | ​ 11,405,559 |  | ​ 11,446,315 | 1.26% |
| Tennessee |  | ​ 9,386,376 |  | ​ 9,597,870 | 1.06% |
| Virginia |  | ​ 9,415,789 |  | ​ 9,412,162 | 1.04% |
| Louisiana |  | ​ 8,049,265 |  | ​ 8,325,907 | 0.92% |
| Washington |  | ​ 8,208,720 |  | ​ 8,034,722 | 0.88% |
| Idaho |  | ​ 7,868,824 |  | ​ 7,919,732 | 0.87% |
| Minnesota |  | ​ 6,350,484 |  | ​ 6,390,660 | 0.70% |
| South Carolina |  | ​ 4,832,314 |  | ​ 4,973,965 | 0.55% |
| United Kingdom |  | ​ 454,446 |  | ​ 481,028 | 0.05% |
| Maryland |  | ​ 92,111 |  | ​ 89,604 | 0.01% |
| ​ | ​ | $909,319,888 | ​ | $908,718,893 | 100% |

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

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ ​ ​ ​ ​ Cost | ​ ​ ​ | ​ ​ ​ ​ ​ ​ Fair Value | ​ ​ ​ % of Total ​ Investments 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 September 30, 2024:

| ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ Cost | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ Fair Value | ​ ​ ​ ​ % of Total ​ Investments at ​ Fair Value ​ |
| --- | --- | --- | --- | --- | ---: |
| Services: Business | ​ | $203,746,598 | ​ | $220,739,114 | 24.29% |
| Healthcare & Pharmaceuticals | ​ | ​ 102,834,705 | ​ | ​ 103,257,729 | 11.35% |
| High Tech Industries | ​ | ​ 90,124,134 | ​ | ​ 92,692,874 | 10.20% |
| Media: Advertising, Printing & Publishing | ​ | ​ 72,026,720 | ​ | ​ 73,244,721 | 8.06% |
| Capital Equipment | ​ | ​ 52,781,855 | ​ | ​ 54,812,384 | 6.03% |
| Beverage & Food | ​ | ​ 49,733,842 | ​ | ​ 54,032,506 | 5.95% |
| Consumer Goods: Non-Durable | ​ | ​ 63,359,237 | ​ | ​ 50,528,301 | 5.56% |
| Consumer Goods: Durable | ​ | ​ 43,526,506 | ​ | ​ 43,103,971 | 4.74% |
| Services: Consumer | ​ | ​ 28,190,609 | ​ | ​ 25,138,889 | 2.77% |
| Aerospace & Defense | ​ | ​ 26,531,998 | ​ | ​ 23,004,604 | 2.53% |
| Chemicals, Plastics, & Rubber | ​ | ​ 22,806,903 | ​ | ​ 22,915,236 | 2.52% |
| Construction & Building | ​ | ​ 21,506,389 | ​ | ​ 21,597,664 | 2.38% |
| Environmental Industries | ​ | ​ 18,886,220 | ​ | ​ 18,153,686 | 2.00% |
| Transportation & Logistics | ​ | ​ 17,244,131 | ​ | ​ 17,423,487 | 1.92% |
| Containers, Packaging, & Glass | ​ | ​ 17,387,950 | ​ | ​ 16,107,745 | 1.77% |
| Retail | ​ | ​ 14,829,342 | ​ | ​ 14,686,796 | 1.62% |
| Media: Broadcasting & Subscription | ​ | ​ 12,198,848 | ​ | ​ 13,842,608 | 1.52% |
| Energy: Oil & Gas | ​ | ​ 11,364,885 | ​ | ​ 10,682,907 | 1.18% |
| FIRE: Real Estate | ​ | ​ 17,934,808 | ​ | ​ 7,749,169 | 0.85% |
| Education | ​ | ​ 10,507,778 | ​ | ​ 7,421,288 | 0.82% |
| Hotel, Gaming, & Leisure | ​ | ​ 5,833,293 | ​ | ​ 6,831,615 | 0.75% |
| Media: Diversified & Production | ​ | ​ 5,843,856 | ​ | ​ 5,967,076 | 0.66% |
| Finance | ​ | ​ 119,281 | ​ | ​ 4,784,523 | 0.53% |
| Total | ​ | $909,319,888 | ​ | $908,718,893 | 100.00% |

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

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ ​ ​ ​ ​ Cost | ​ ​ ​ | ​ ​ ​ ​ ​ ​ Fair Value | ​ ​ ​ % of Total ​ Investments 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% |

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.

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.

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.

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

### Investment Activity

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.

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.

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

### Asset Quality

In addition to various risk management and monitoring tools, Stellus Capital uses an investment rating system to characterize and monitor the credit profile and expected level of returns on each investment in our portfolio. This investment rating system uses a five-level numeric scale. The following is a description of the conditions associated with each investment category:

- Investment Category 1 is used for investments that are performing above expectations, and whose risks remain favorable compared to the expected risk at the time of the original investment.
- Investment Category 2 is used for investments that are performing within expectations and whose risks remain neutral compared to the expected risk at the time of the original investment. All new loans are initially rated 2.
- Investment Category 3 is used for investments that are performing below expectations and that require closer monitoring, but where no loss of return or principal is expected. Portfolio companies with a rating of 3 may be out of compliance with financial covenants.
- Investment Category 4 is used for investments that are performing substantially below expectations and whose risks have increased substantially since the original investment. These investments are often in work out. Investments with a rating of 4 are those for which some loss of return but no loss of principal is expected.
- Investment Category 5 is used for investments that are performing substantially below expectations and whose risks have increased substantially since the original investment. These investments are almost always in work out. Investments with a rating of 5 are those for which some loss of return and principal is expected.

*(dollars in millions)*

*(dollars in millions)*

| ​ ​ ​ ​ ​ Investment Category | ​ ​ ​ ​ ​ | ​ ​ As of September 30, 2024 ​ ​ ​ ​ Fair Value | ​ ​ ​ ​ ​ % of Total ​ ​ Portfolio ​ | ​ Number of Portfolio Companies(1) | ​ ​ ​ ​ ​ | ​ ​ As of December 31, 2023 ​ ​ ​ ​ Fair Value | ​ ​ ​ ​ ​ % of Total ​ ​ Portfolio ​ | ​ Number of Portfolio Companies(1) |
| ---: | --- | ---: | ---: | ---: | --- | ---: | ---: | ---: |
| 1 | ​ | $232.1 | 26% | 25 | ​ | $214.1 | 24% | 22 |
| 2 | ​ | 505.3 | 56% | 54 | ​ | 535.3 | 62% | 54 |
| 3 | ​ | 129.5 | 14% | 12 | ​ | 107.2 | 12% | 11 |
| 4 | ​ | 38.5 | 4% | 5 | ​ | 11.1 | 1% | 1 |
| 5 | ​ | 3.3 | —% | 4 | ​ | 6.8 | 1% | 6 |
| Total | ​ | $908.7 | 100% | 100 | ​ | $874.5 | 100% | 94 |

(1) One portfolio company appears in two categories as of both September 30, 2024 and December 31, 2023.

### Loans and Debt Securities on Non-Accrual Status

We will not accrue interest on loans and debt securities if we have reason to doubt our ability to collect such interest. As of 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.

### Results of Operations

An important measure of our financial performance is net increase (decrease) in net assets resulting from operations, which includes net investment income (loss), net realized gain (loss) and net unrealized appreciation (depreciation). Net investment income (loss) is the difference between our income from interest, dividends, fees and other investment income and our operating expenses, including interest on borrowed funds. Net realized gain (loss) on investments is the difference between the proceeds received from dispositions of portfolio investments and their amortized cost. Net unrealized appreciation (depreciation) on investments is the net change in the fair value of our investment portfolio.

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

#### Revenues

We generate revenue in the form of interest income on debt investments and capital gains and distributions, if any, on investment securities that we may acquire in portfolio companies. Our debt investments typically have a term of five to seven years and bear interest primarily at floating rates. Interest on our debt securities is generally payable quarterly. Payments of principal on our debt investments may be amortized over the stated term of the investment, deferred for several years or due entirely at maturity. In some cases, our debt investments may pay interest in-kind, or PIK interest. Any outstanding principal amount of our debt securities and any accrued but unpaid interest will generally become due at the maturity date. The level of interest income we receive is directly related to the balance of interest-bearing investments multiplied by the weighted average yield of our investments. We expect that the total dollar amount of interest and any dividend income that we earn will increase as the size of our investment portfolio increases. In addition, we may generate revenue in the form of prepayment fees, commitment, loan origination, structuring or due diligence fees, fees for providing significant managerial assistance and consulting fees.

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

| ​ ​ ​ | ​ ​ | ​ ​ For the three months ended September 30, 2024 | ​ | ​ ​ September 30, 2023 | ​ ​ ​ | ​ ​ For the nine months ended September 30, 2024 | ​ ​ | ​ ​ September 30, 2023 | ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- |
| Interest income(1) | ​ | $24.2 | ​ | $25.0 | ​ | $72.2 | ​ | $71.9 | ​ |
| PIK interest | ​ | ​ 0.9 | ​ | ​ 0.8 | ​ | ​ 2.5 | ​ | ​ 2.7 | ​ |
| Miscellaneous fees(1) |  | ​ 1.3 |  | ​ 1.3 | ​ | ​ 4.4 |  | ​ 3.2 |  |
| Total | ​ | $26.5 | ​ | $27.2 | ​ | $79.1 | ​ | $77.8 | ​ |

(1) For the three and nine months ended September 30, 2024, we recognized $0.4 million and $1.8 million, respectively, of non-recurring income related to early repayments and amendments to specific loan positions. For the three and nine months ended September 30, 2023, we recognized $0.7 million and $1.4 million, respectively, of non-recurring income related to early repayments and amendments to specific loan positions.

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.

#### Expenses

Our primary operating expenses include the payment of fees to Stellus Capital under the investment advisory agreement, our allocable portion of overhead expenses under the administration agreement and other operating costs described below. We bear all other out-of-pocket costs and expenses of our operations and transactions, which may include:

- organization and offering costs;
- valuing our assets and calculating our net asset value (including the cost and expenses of any independent valuation firm);
- fees and expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for us and in monitoring our investments and performing due diligence on our prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments;
- interest payable on debt, if any, incurred to finance our investments and expenses related to unsuccessful portfolio acquisition efforts;
- offerings of our commons stock and other securities;
- base management and incentive fees;
- administration fees and expenses, if any, payable under the administration agreement (including our allocable portion of Stellus Capital’s overhead in performing its obligations under the administration agreement, including rent and the allocable portion of the cost of our chief financial officer and chief compliance officer and their respective staffs);
- transfer agent and custodial fees and expenses;
- U.S. federal and state registration fees;
- all costs of registration and listing our securities on any securities exchange;
- U.S. federal, state and local taxes;
- independent directors’ fees and expenses;
- costs of preparing and filing reports or other documents required by the SEC or other regulators;
- costs of any reports, proxy statements or other notices to stockholders, including printing costs;
- costs and fees associated with any fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;
- direct costs and expenses of administration and operation, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs;
- proxy voting expenses; and
- all other expenses incurred by us or Stellus Capital in connection with administering our business.

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

| ​ ​ ​ Operating Expenses | ​ ​ ​ ​ | ​ ​ For the three months ended September 30, 2024 ​ ​ | ​ ​ | ​ ​ September 30, 2023 ​ ​ | ​ ​ ​ ​ | ​ ​ For the nine months ended September 30, 2024 ​ ​ | ​ ​ | ​ ​ September 30, 2023 ​ ​ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Management fees | ​ | $3.9 | ​ | $3.9 |  | $11.7 | ​ | $11.5 |
| Valuation fees | ​ | ​ 0.1 | ​ | ​ 0.1 |  | ​ 0.3 | ​ | ​ 0.3 |
| Administrative services expenses |  | ​ 0.5 | ​ | ​ 0.5 |  | ​ 1.5 | ​ | ​ 1.4 |
| Income incentive fees |  | ​ 2.6 | ​ | ​ 2.7 |  | ​ 7.6 | ​ | ​ 7.4 |
| Capital gains incentive fee reversal |  | ​ — | ​ | ​ — |  | ​ — | ​ | ​ (0.6) |
| Professional fees |  | ​ 0.3 | ​ | ​ 0.3 |  | ​ 0.8 | ​ | ​ 0.9 |
| Directors’ fees |  | ​ 0.1 | ​ | ​ 0.1 |  | ​ 0.3 | ​ | ​ 0.3 |
| Insurance expense |  | ​ 0.1 | ​ | ​ 0.2 |  | ​ 0.4 | ​ | ​ 0.4 |
| Interest expense and other fees |  | ​ 8.0 | ​ | ​ 8.0 |  | ​ 23.9 | ​ | ​ 24.0 |
| Income tax expense |  | ​ 0.4 | ​ | ​ 0.3 |  | ​ 1.3 | ​ | ​ 1.1 |
| Other general and administrative expenses |  | ​ 0.2 | ​ | ​ 0.2 |  | ​ 0.9 | ​ | ​ 0.8 |
| **Total Operating Expenses** | ​ | $16.2 | ​ | $16.3 | ​ | $48.7 | ​ | $47.5 |
| Income incentive fee waiver | ​ | ​ — | ​ | ​ — | ​ | ​ (1.9) | ​ | ​ — |
| **Total Operating Expenses, net of fee waivers** | ​ | $16.2 | ​ | $16.3 | ​ | $46.8 | ​ | $47.5 |

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.

### Net Investment Income

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).

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).

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).

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).

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.

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.

### Net Realized Gains and Losses

We measure net realized gains or losses by the difference between the net proceeds from the repayment, sale or other disposition and the amortized cost basis of the investment, using the specific identification method, without regard to unrealized appreciation or depreciation previously recognized.

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

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.

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.

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.

### Net Change in Unrealized Appreciation (Depreciation) of Investments

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

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

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.

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.

### Benefit (Provision) for Taxes on Unrealized Investments

We have direct wholly owned subsidiaries that have elected to be taxable entities (the “Taxable Subsidiaries”). The Taxable Subsidiaries permit us to hold equity investments in portfolio companies, which are “pass through” entities for U.S. federal income tax purposes and continue to comply with the “source income” requirements contained in RIC tax provisions of the Code. The Taxable Subsidiaries are not consolidated with us for U.S. federal income tax purposes and may generate U.S. federal income tax expense, benefit, and the related tax assets and liabilities, as a result of their ownership of certain portfolio investments. The U.S. federal income tax expense, or benefit, if any, and related tax assets and liabilities are reflected in our consolidated financial statements. For the 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.

### Net Increase (Decrease) in Net Assets Resulting from Operations

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).

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).

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.

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).

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).

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.

### Financial Condition, Liquidity and Capital Resources

### Cash Flows from Operating and Financing Activities

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.

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.

### Liquidity and Capital Resources

Our liquidity and capital resources are derived from the Credit Facility, Notes Payable, SBA-guaranteed debentures and cash flows from operations, including investment sales and repayments, the ATM Program (as defined below), and income earned. Our primary use of funds from operations includes investments in portfolio companies and other operating expenses we incur, as well as the payment of dividends to the holders of our common stock. We used, and expect to continue to use, these capital resources as well as proceeds from turnover within our portfolio and from public and private offerings of securities to finance our investment activities.

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

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.

### 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 $260.0 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.

Pursuant to the Fourth Amendment to the Amended and Restated Senior Secured Revolving Credit Agreement, the Credit Facility will bear interest, subject to our election, on a per annum basis equal to (i) term SOFR plus 2.50% (or 2.75% during certain periods in which our asset coverage ratio is equal to or below 1.90 to 1.00) 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 our asset coverage ratio is equal to or below 1.90 to 1.00) plus an alternate base rate based on the highest of the prime rate (subject to a 3% floor), Federal Funds Rate plus 0.50% and one-month term SOFR plus 1.00%. We pay unused commitment fees of 0.50% per annum on the unused lender commitments under the Credit Facility. Interest is payable monthly or quarterly in arrears. The commitment to fund the revolver expires on November 21, 2027, after which we may no longer borrow under the Credit Facility and must begin repaying principal equal to 1/12 of the aggregate amount outstanding under the Credit Facility each month. Any amounts borrowed under the Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on November 21, 2028.

Our obligations to the lenders are secured by a first priority security interest in our portfolio of securities and cash not held at the SBIC subsidiaries, but excluding short term investments. The Credit Facility contains certain covenants, including but not limited to: (i) maintaining a minimum liquidity test of at least $10.0 million, including cash, liquid investments and undrawn availability, (ii) maintaining an asset coverage ratio of at least 1.67 to 1.0, (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 September 30, 2024 and December 31, 2023, we were in compliance with these covenants.

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.

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):

| ​ ​ ​ | ​ ​ ​ | ​ ​ ​ For the three months ended September 30, 2024 | ​ ​ ​ ​ September 30, 2023 ​ | ​ ​ ​ | ​ ​ ​ For the nine months ended September 30, 2024 ​ | ​ ​ ​ September 30, 2023 ​ |
| --- | --- | ---: | ---: | --- | ---: | ---: |
| Interest expense | ​ | $3.5 ​ | $3.7 ​ | ​ | $10.4 ​ | $11.3 ​ |
| Loan fee amortization |  | ​ 0.3 | ​ 0.1 | ​ | ​ 0.8 | ​ 0.4 |
| Total interest and financing expenses | ​ | $3.8 ​ | $3.8 ​ | ​ | $11.2 ​ | $11.7 ​ |
| Weighted average interest rate | ​ | 8.2% | 8.2% | ​ | 8.3% | 7.8% |
| Effective interest rate (including fee amortization) | ​ | 8.9% | 8.6% | ​ | 9.0% | 8.1% |
| Average debt outstanding | ​ | $168.4 ​ | $178.0 ​ | ​ | $166.1 ​ | $193.5 ​ |
| Cash paid for interest and unused fees | ​ | $3.6 ​ | $3.5 ​ | ​ | $10.5 ​ | $11.1 ​ |

### SBA-Guaranteed Debentures

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.

As of both September 30, 2024 and December 31, 2023, the SBIC II subsidiary had $87.5 million in regulatory capital. As of both September 30, 2024 and December 31, 2023, the SBIC II subsidiary had $175.0 million of SBA-guaranteed debentures outstanding.

On August 12, 2014, we obtained exemptive relief from the SEC to permit us to exclude the debt of the SBIC subsidiaries guaranteed by the SBA from our 150% asset coverage test under the 1940 Act. The exemptive relief provides us with increased flexibility under the 150% asset coverage test by permitting us to borrow up to $325.0 million more than we would otherwise be able to absent the receipt of this exemptive relief.

On a stand-alone basis, the SBIC subsidiaries held $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.

SBA-guaranteed debentures have fixed interest rates that equal prevailing 10-year U.S. Treasury Note rates plus a market spread and have a maturity of ten years with interest payable semi-annually. The principal amount of the debentures is not required to be paid before maturity but may be pre-paid at any time with no prepayment penalty. SBA-guaranteed debentures drawn before October 1, 2019 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 fair values of the SBA-guaranteed debentures are determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the SBA-guaranteed debentures is estimated based upon market interest rates for our own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. At September 30, 2024 and December 31, 2023, the SBA-guaranteed debentures would be deemed to be Level 3, as defined in Note 6 to the Consolidated Financial Statements.

As of September 30, 2024, we have incurred $11.1 million in financing costs related to the SBA-guaranteed debentures since the SBIC subsidiaries received their licenses, which were recorded as prepaid loan fees. As of September 30, 2024 and December 31, 2023, $3.9 million and $4.7 million 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 table summarizes the interest expense and amortized fees on the SBA-guaranteed debentures for the three and nine months ended September 30, 2024 and 2023 (dollars in millions):

| ​ ​ ​ | ​ ​ ​ | ​ ​ ​ For the three months ended September 30, 2024 | ​ ​ ​ ​ September 30, 2023 ​ | ​ ​ ​ | ​ ​ ​ For the nine months ended September 30, 2024 ​ | ​ ​ ​ September 30, 2023 ​ |
| --- | --- | ---: | ---: | --- | ---: | ---: |
| Interest expense | ​ | $2.6 ​ | $2.6 ​ | ​ | $7.9 ​ | $7.4 ​ |
| Debenture fee amortization |  | ​ 0.3 | ​ 0.3 | ​ | ​ 0.7 | ​ 0.9 |
| Total interest and financing expenses | ​ | $2.9 ​ | $2.9 ​ | ​ | $8.6 ​ | $8.3 ​ |
| Weighted average interest rate | ​ | 3.2% | 3.1% | ​ | 3.2% | 3.1% |
| Effective interest rate (including fee amortization) | ​ | 3.5% | 3.5% | ​ | 3.6% | 3.5% |
| Average debt outstanding | ​ | $325.0 ​ | $323.0 ​ | ​ | $325.0 ​ | $316.8 ​ |
| Cash paid for interest | ​ | $5.3 ​ | $5.0 ​ | ​ | $10.5 ​ | $9.6 ​ |

### Notes Offering

On January 14, 2021, we issued $100.0 million 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 is payable semi-annually beginning September 30, 2021.

As of both September 30, 2024 and December 31, 2023, the aggregate carrying amount of the Notes Payable were approximately $100.0 million. The Notes Payable are institutional, non-traded notes.

In connection with the issuance of the Notes Payable, we have incurred $2.3 million of fees, which are being amortized over the term of the Notes Payable, of which $0.7 million and $1.0 million remains to be amortized as of September 30, 2024 and December 31, 2023, 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 and nine months ended September 30, 2024 and 2023 (dollars in millions):

| ​ ​ ​ | ​ ​ | ​ ​ ​ For the three months ended September 30, 2024 ​ | ​ ​ ​ September 30, 2023 ​ | ​ ​ ​ | ​ ​ ​ For the nine months ended September 30, 2024 ​ | ​ ​ ​ September 30, 2023 ​ |
| --- | --- | ---: | ---: | --- | ---: | ---: |
| Interest expense | ​ | $1.2 ​ | $1.2 ​ | ​ | $3.7 ​ | $3.7 ​ |
| Deferred financing costs |  | ​ 0.1 | ​ 0.1 | ​ | ​ 0.3 | ​ 0.3 |
| Total interest and financing expenses | ​ | $1.3 ​ | $1.3 ​ | ​ | $4.0 ​ | $4.0 ​ |
| Weighted average interest rate | ​ | 4.8% | 4.8% | ​ | 4.9% | 4.9% |
| Effective interest rate (including fee amortization) | ​ | 5.3% | 5.3% | ​ | 5.3% | 5.3% |
| Average debt outstanding | ​ | $100.0 ​ | $100.0 ​ | ​ | $100.0 ​ | $100.0 ​ |
| Cash paid for interest | ​ | $2.4 ​ | $2.4 ​ | ​ | $4.9 ​ | $4.9 ​ |

### ATM Program

On August 11, 2023, we entered into an equity distribution agreement (the “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, we may issue and sell, from time to time, up to $100,000,000 in aggregate offering price of shares of our 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. We refer to our issuance and sale of shares under the Equity Distribution Agreement as the “ATM Program.”

We issued 1,058,366 and 2,913,722 shares during the three and nine months ended September 30, 2024 under the ATM Program, respectively, for gross proceeds of $14.6 million and $40.4 million and underwriting fees and other expenses of $0.3 million and $0.9 million, respectively. The average per share offering price of shares issued in the ATM Program during the three and nine months ended September 30, 2024 was $13.79 and $13.86, respectively. The Advisor agreed to reimburse us 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 and nine months ended September 30, 2024, the Advisor was not required to reimburse underwriting fees as all shares were issued at a premium to net asset value.

### Off-Balance Sheet Arrangements

We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. As of September 30, 2024, we had $38.3 million in unfunded debt commitments and $0.3 million in unfunded equity commitments to 58 existing portfolio companies. As of December 31, 2023, we had $36.7 million in unfunded debt commitments and $0.3 million in unfunded equity commitments to 57 existing portfolio companies. As of September 30, 2024, we had sufficient liquidity (through cash on hand and available borrowings under the Credit Facility) to fund such unfunded loan commitments should the need arise.

### Regulated Investment Company Status and Dividends

We have elected, have qualified, and intend to qualify annually to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code. So long as we maintain our qualification as a RIC, we will not be taxed on our investment company taxable income or realized net capital gains, to the extent that such taxable income or gains are distributed, or deemed to be distributed, to stockholders as dividends on a timely basis.

Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation until realized. Distributions declared and paid by us in a year may differ from taxable income for that year as such dividends may include the distribution of current year taxable income or the distribution of prior year taxable income carried forward into and distributed in the current year. Distributions also may include returns of capital.

To qualify for RIC tax treatment, we must, among other things, distribute, with respect to each taxable year, at least 90% of our investment company net taxable income (i.e., our net ordinary income and our realized net short-term capital gains in excess of realized net long-term capital losses, if any). If we maintain our qualification as a RIC, we must also satisfy certain distribution requirements each calendar year in order to avoid a federal excise tax on our undistributed earnings of a RIC. As of December 31, 2023, we had $37.0 million of undistributed taxable income that will be carried forward toward distributions paid during the year ending December 31, 2024.

We intend to distribute to our stockholders between 90% and 100% of our annual taxable income (which includes our taxable interest and fee income). However, the covenants contained in the Credit Facility may prohibit us from making distributions to our stockholders, and, as a result, could hinder our ability to satisfy the distribution requirement. In addition, we may retain for investment some or all of our net taxable capital gains (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) and treat such amounts as deemed distributions to our stockholders. If we do this, our stockholders will be treated as if they received actual distributions of the capital gains we retained and then reinvested the net after-tax proceeds in our common stock. Our stockholders also may be eligible to claim tax credits (or, in certain circumstances, tax refunds) equal to their allocable share of the tax we paid on the capital gains deemed distributed to them. To the extent our taxable earnings for a fiscal taxable year fall below the total amount of our dividends for that fiscal year, a portion of those dividend distributions may be deemed a return of capital to our stockholders.

We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage test for borrowings applicable to us as a business development company under the 1940 Act and due to provisions in Credit Facility. We cannot assure stockholders that they will receive any distributions or distributions at a particular level.

In accordance with certain applicable U.S. Treasury regulations and private letter rulings issued by the Internal Revenue Service (the “IRS”), a RIC may treat a distribution of its own stock as fulfilling its RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either cash or stock of the RIC, subject to a limitation that the aggregate amount of cash to be distributed to all stockholders must be at least 20% of the aggregate declared distribution. If too many stockholders elect to receive cash, each stockholder electing to receive cash must receive a pro rata amount of cash (with the balance of the distribution paid in stock). In no event will any stockholder, electing to receive cash, receive less than 20% of his or her entire distribution in cash.

If these and certain other requirements are met, for U.S. federal income tax purposes, the amount of the dividend paid in stock will be equal to the amount of cash that could have been received instead of stock. We have no current intention of paying dividends in shares of our stock in accordance with these U.S. Treasury regulations or private letter rulings. However, we continue to monitor the Company’s liquidity position and the overall economy and will continue to assess whether it would be in our and our shareholders best interest to take advantage of the IRS rulings.

### Recent Accounting Pronouncements

See Note 1 to the consolidated financial statements contained herein for a description of recent accounting pronouncements, if any, including the expected dates of adoption and the anticipated impact on the financial statements.

### Critical Accounting Policies

See Note 1 to the consolidated financial statements contained herein for a description of critical accounting policies.

### Subsequent Events

Our 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

We invested in the following portfolio companies subsequent to September 30, 2024:

| ​ Activity Type | ​ | ​ Date | ​ | ​ Company Name | ​ | ​ Company Description | ​ | ​ ​ Investment Amount | ​ | ​ Instrument Type |
| --- | --- | --- | --- | --- | --- | --- | --- | ---: | --- | --- |
| Add-On Investment | ​ | October 18, 2024 | ​ | Compost 360 Investments, LLC\* | ​ | Organic waste recycler and producer of compost, mulch, and engineered soils | ​ | $49,280 | ​ | Equity |
| New Investment | ​ | October 31, 2024 | ​ | Norplex Micarta Acquisition, Inc. | ​ | Manufacturer of thermoset composite laminates | ​ | $13,000,000 | ​ | Senior Secured – First Lien |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $500,000 | ​ | Revolver Commitment |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $739,804 | ​ | Equity |
| Add-On Investment | ​ | November 7, 2024 | ​ | Green Intermediateco II, Inc.\* | ​ | Cyber-security focused value-added reseller and associated service provider | ​ | $1,300,000 | ​ | Senior Secured – First Lien |

\* Existing portfolio company

We realized the following portfolio company investment subsequent to September 30, 2024:

| ​ Activity Type | ​ | ​ Date | ​ | ​ Company Name | ​ | ​ Company Description | ​ | ​ ​ Proceeds Received | ​ | ​ ​ Realized Gain | ​ | ​ Instrument Type |
| --- | --- | --- | --- | --- | --- | --- | --- | ---: | --- | ---: | --- | --- |
| Full Repayment | ​ | November 4, 2024 | ​ | Baker Manufacturing Company, LLC\* | ​ | Manufacturer of water well equipment, specialized filtration pumps, and custom castings | ​ | $12,738,093 | ​ | $— | ​ | Senior Secured – First Lien |
| Full Realization | ​ | November 5, 2024 | ​ | Health Monitor Holdings, LLC\* | ​ | Provider of point-of-care patient engagement and marketing solutions for pharmaceutical companies | ​ | $1,704,298 | ​ | $651,379 | ​ | Equity |

\* Existing portfolio company

### Credit Facility

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.

The outstanding balance under the Credit Facility as of November 7, 2024 was $158.0 million.

### Dividend Declared

On October 10, 2024, the Board declared a regular monthly dividend for each of October 2024, November 2024, and December 2024 as follows:

| ​ ​ Declared | ​ ​ | ​ Ex-Dividend Date | ​ ​ | ​ Record Date | ​ ​ | ​ Payment Date | ​ ​ | ​ ​ Amount per Share |
| --- | --- | --- | --- | --- | --- | --- | --- | ---: |
| 10/10/2024 | ​ | 10/31/2024 | ​ | 10/31/2024 | ​ | 11/15/2024 | ​ | $0.1333 |
| 10/10/2024 |  | 11/29/2024 | ​ | 11/29/2024 | ​ | 12/13/2024 | ​ | $0.1333 |
| 10/10/2024 |  | 12/31/2024 | ​ | 12/31/2024 | ​ | 1/15/2024 | ​ | $0.1333 |

## Market risk

As filed, 3,138 characters.

We are subject to financial market risks, including changes in interest rates. In September 2024, the U.S. Federal Reserve (the "Federal Reserve") reduced interest rates for the first time since March 2020 amidst the COVID-19 pandemic, bringing the target for the federal funds rate down to 4.75% - 5.00% from 5.25% - 5.50%. As of September 30, 2024 and December 31, 2023, 95% and 98% of the loans in our portfolio bore interest at a floating rate, respectively. These floating rate loans typically bear interest in reference to SOFR, which is indexed to 30-day or 90-day SOFR rates, subject to an interest rate floor. As of September 30, 2024 and December 31, 2023, the weighted average interest rate floor on our floating rate loans was 1.44% and 1.26%, respectively.

Assuming that the consolidated statement of assets and liabilities as of September 30, 2024 was to remain constant and no actions were taken to alter the existing interest rate sensitivity, the following table shows the annual impact on net income of changes in interest rates:

*($ in millions)*

| ​ ​ ​ Change in Basis Points(2) | ​ ​ ​ | ​ ​ Interest Income | ​ ​ | ​ ​ ​ Interest ​ Expense(3) | ​ ​ | ​ ​ ​ Net Interest ​ Income(1) |
| --- | --- | --- | --- | --- | --- | --- |
| Up 200 basis points | ​ | $15.6 | ​ | $(3.1) | ​ | $12.5 |
| Up 150 basis points |  | ​ 11.7 | ​ | ​ (2.4) |  | ​ 9.3 |
| Up 100 basis points |  | ​ 7.8 | ​ | ​ (1.6) |  | ​ 6.2 |
| Up 50 basis points | ​ | ​ 3.9 | ​ | ​ (0.8) |  | ​ 3.1 |
| Down 50 basis points | ​ | ​ (3.9) | ​ | ​ 0.8 | ​ | ​ (3.1) |
| Down 100 basis points | ​ | ​ (7.8) | ​ | ​ 1.6 | ​ | ​ (6.2) |
| Down 150 basis points | ​ | ​ (11.7) | ​ | ​ 2.4 | ​ | ​ (9.3) |
| Down 200 basis points | ​ | ​ (15.6) | ​ | ​ 3.1 | ​ | ​ (12.5) |

(1) Excludes the impact of incentive fees based on pre-incentive fee net investment income. See Note 2 to the consolidated financial statements contained herein for more information on the incentive fee.

(2) At September 30, 2024, the three-month SOFR rate was 459 basis points. This table assumes floating rates would not fall below zero.

(3) Includes the impact of the 25 bps SOFR floor in place on the Credit Facility.

Although we believe that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in credit quality, size and composition of the assets on the balance sheet and other business developments that could affect net increase in net assets resulting from operations. Accordingly, no assurances can be given that actual results would not differ materially from the potential outcome simulated by this estimate. We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contacts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio of investments. For the three months ended September 30, 2024 and 2023, we did not engage in hedging activities.

## Controls and procedures

As filed, 1,088 characters.

### (a) Evaluation of Disclosure Controls and Procedures

The Company’s management, under the supervision and with the participation of various members of management, including its Chief Executive Officer and its Chief Financial Officer, has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") as of the end of the period covered by this report. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this report.

### (b) Changes in Internal Control Over Financial Reporting

The Company’s management did not identify any change in the Company’s internal control over financial reporting that occurred during the three and nine months ended September 30, 2024 that has materially affected, or is reasonable likely to materially affect, the Company’s internal control over financial reporting.

## Risk factors

As filed, 951 characters.

Investing in our securities involves a number of significant risks. In addition to the other information set forth in this quarterly report on Form 10-Q, you should carefully consider the risk factors discussed in “Item 1A. Risk Factors” of Annual Report on Form 10-K filed with the SEC on March 4, 2024, all of which could materially affect our business, financial condition and/or results of operations. Although the risks described in our other SEC filings referenced above represent the principal risks associated with an investment in us, they are not the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, might materially and adversely affect our business, financial condition and/or results of operations.

During the three and nine months ended September 30, 2024, there have been no material changes to the risk factors discussed in our SEC filings referenced above.

Filed Nov 7, 2024.
Source: SEC EDGAR, the filing index for accession 0001558370-24-014910. Last ingested by Listed: Oct 24, 2026, 15:13 ET. No prices; not investment advice.