Edgar Filing: Stellus Capital Investment Corp

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 1-35730

STELLUS CAPITAL INVESTMENT CORPORATION

( Exact Name of Registrant as Specified in Its Charter)

Maryland		46-0937320
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

4400 Post Oak Parkway, Suite 2200
Houston, Texas 77027

(Address of Principal Executive Offices) (Zip Code)

(713) 292-5400

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

The number of shares of the issuer’s Common Stock, $0.001 par value per share, outstanding as of November 5, 2018 was 15,953,810.

STELLUS CAPITAL INVESTMENT CORPORATION
TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Assets and Liabilities as of September 30, 2018 (unaudited) and December 31, 2017	2
	Consolidated Statements of Operations for the three and nine-month periods ended September 30, 2018 and 2017 (unaudited)	3
	Consolidated Statements of Changes in Net Assets for the nine-month periods ended September 30, 2018 and 2017 (unaudited)	4
	Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2018 and 2017 (unaudited)	5
	Consolidated Schedules of Investments as of September 30, 2018 (unaudited) and December 31, 2017	6
	Notes to Unaudited Consolidated Financial Statements	20
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	52
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	67
Item 4.	Controls and Procedures	68
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	69
Item 1A.	Risk Factors	69
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	69
Item 3.	Defaults Upon Senior Securities	69
Item 4.	Mine Safety Disclosures	69
Item 5.	Other Information	69
SIGNATURES		71

PART I — FINANCIAL INFORMATION

STELLUS CAPITAL INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

	September 30,
	2018			December 31,
	(Unaudited)			2017
ASSETS
Non-controlled, affiliated investments, at fair value (amortized cost of $52,184 and $1,052,185, respectively)	$	55,000		$	990,000
Non-controlled, non-affiliated investments, at fair value (amortized cost of $470,695,036 and $367,401,021, respectively)		477,949,195			370,849,772
Cash and cash equivalents		29,882,423			25,110,718
Receivable for sales and repayments of investments		81,683			26,891
Interest receivable		3,110,008			2,922,204
Other receivables		135,246			—
Deferred offering costs		17,898			—
Prepaid expenses		125,970			361,270
Total Assets	$	511,357,423		$	400,260,855
LIABILITIES
Notes payable	$	47,558,013		$	47,306,488
Credit facility payable		81,901,962			39,332,479
SBA-guaranteed debentures		146,235,472			87,818,813
Dividends payable		1,807,570			1,806,671
Management fees payable		1,422,948			1,621,592
Income incentive fees payable		1,795,933			371,647
Capital gains incentive fees payable		1,173,250			—
Interest payable		679,293			1,021,173
Unearned revenue		304,061			139,304
Administrative services payable		385,417			327,033
Deferred tax liability		34,353			—
Other accrued expenses and liabilities		154,067			268,413
Total Liabilities	$	283,452,339		$	180,013,613
Commitments and contingencies (Note 7)
Net Assets	$	227,905,084		$	220,247,242
NET ASSETS
Common Stock, par value $0.001 per share (200,000,000 shares and 100,000,000 shares authorized; 15,953,810 and 15,945,879 issued and outstanding, respectively)	$	15,954		$	15,946
Paid-in capital		228,160,772			228,066,762
Accumulated net realized loss from investments, net of cumulative dividends of $4,246,819 for both periods		(5,603,190	)		(10,786,240	)
Distributions in excess of net investment income		(1,891,073	)		(435,794	)
Net Unrealized appreciation on non-controlled, non-affiliated investments and cash equivalents, net of provision for taxes of $34,353 and $0, respectively		7,219,806			3,448,753
Net Unrealized appreciation (depreciation) on non-controlled, affiliated investments		2,815			(62,185	)
Net Assets	$	227,905,084		$	220,247,242
Total Liabilities and Net Assets	$	511,357,423		$	400,260,855
Net Asset Value Per Share	$	14.29		$	13.81

STELLUS CAPITAL INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

	For the			For the			For the			For the
	three			three			nine			nine
	months ended			months ended			months ended			months ended
	September 30,			September 30,			September 30,			September 30,
	2018			2017			2018			2017
INVESTMENT INCOME
Interest income	$	13,859,431		$	9,728,749		$	36,804,945		$	28,847,532
Other income		628,192			249,596			1,214,116			1,389,158
Total Investment Income	$	14,487,623		$	9,978,345		$	38,019,061		$	30,236,690
OPERATING EXPENSES
Management fees	$	2,172,948		$	1,546,781		$	5,970,867		$	4,634,318
Valuation fees		132,325			137,445			287,042			326,839
Administrative services expenses		348,901			313,256			1,008,293			933,214
Income incentive fees		1,565,301			462,743			3,846,441			2,718,586
Capital gains incentive fees		651,231			—			1,173,250			—
Professional fees		289,125			356,654			982,384			803,818
Directors' fees		73,000			83,000			244,000			254,000
Insurance expense		87,601			111,680			259,947			331,398
Interest expense and other fees		3,440,115			2,042,608			8,917,739			5,892,047
Other general and administrative expenses		117,102			145,494			516,509			481,700
Total Operating Expenses	$	8,877,649		$	5,199,661		$	23,206,472		$	16,375,920
Loss on extinguishment of debt		—			302,732			—			302,732
Net Investment Income	$	5,609,974		$	4,475,952		$	14,812,589		$	13,558,038
Net Realized Gain on Non-Controlled, Non-Affiliated Investments and Cash Equivalents	$	2,771,817		$	5,211,960		$	5,183,050		$	4,499,963
Net Change in Unrealized Appreciation (Depreciation) on Non-Controlled, Non-Affiliated Investments and Cash Equivalents	$	529,552		$	(4,011,314	)	$	3,805,406		$	(248,293	)
Net Change in Unrealized Appreciation (Depreciation) on Non-Controlled, Affiliated Investments and Cash Equivalents		(1,667	)		(40,000	)		65,000			(112,185	)
Benefit (provision) for Taxes on Net Unrealized Gain (Loss) on Investments	$	(25,159	)	$	-		$	(34,353	)	$	8,593
Net Increase in Net Assets Resulting from Operations	$	8,884,517		$	5,636,598		$	23,831,692		$	17,706,116
Net Investment Income Per Share	$	0.35		$	0.29		$	0.93		$	0.93
Net Increase in Net Assets Resulting from Operations Per Share	$	0.56		$	0.36		$	1.49		$	1.22
Weighted Average Shares of Common Stock Outstanding		15,953,810			15,668,415			15,953,491			14,510,408
Distributions Per Share	$	0.34		$	0.34		$	1.02		$	1.02

STELLUS CAPITAL INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (unaudited)

	For the			For the
	nine			nine
	months ended			months ended
	September 30,			September 30,
	2018			2017
Increase in Net Assets Resulting from Operations
Net investment income	$	14,812,589		$	13,558,038
Net realized gain on investments and cash equivalents		5,183,050			4,499,963
Net change in unrealized appreciation (depreciation) on non-controlled, non-affiliated investments and cash equivalents		3,805,406			(248,293	)
Net change in unrealized appreciation (depreciation) on non-controlled, affiliated investments and cash equivalents		65,000			(112,185	)
Benefit (provision) for taxes on unrealized appreciation on investments		(34,353	)		8,593
Net Increase in Net Assets Resulting from Operations	$	23,831,692		$	17,706,116
Stockholder distributions
Net investment income		(16,267,868	)		(14,903,394	)
Total Distributions	$	(16,267,868	)	$	(14,903,394	)
Capital share transactions
Issuance of common stock	$	94,788		$	47,491,626
Sales load		—			(1,340,131	)
Offering costs		—			(299,960	)
Partial Share Redemption		(770	)		—
Net increase in net assets resulting from capital share transactions	$	94,018		$	45,851,535
Total increase in net assets	$	7,657,842		$	48,654,257
Net assets at beginning of period	$	220,247,242		$	170,881,785
Net assets at end of period (includes $1,891,073 and $1,781,150 of distributions in excess of net investment income, respectively)	$	227,905,084		$	219,536,042

STELLUS CAPITAL INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

	For the			For the
	nine			nine
	months ended			months ended
	September 30,			September 30,
	2018			2017
	(Unaudited)			(Unaudited)
Cash flows from operating activities
Net Increase in net assets resulting from operations	$	23,831,692			17,706,116
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of investments		(198,335,218	)		(117,683,094	)
Proceeds from sales and repayments of investments		102,813,575			133,380,057
Net change in unrealized depreciation (appreciation) on investments		(3,870,406	)		360,478
Increase in investments due to PIK		(491,628	)		(347,482	)
Amortization of premium and accretion of discount, net		(1,152,487	)		(881,710	)
Deferred tax provision (benefit)		34,353			(8,593	)
Amortization of loan structure fees		329,483			372,820
Amortization of deferred financing costs		251,525			165,763
Amortization of loan fees on SBA-guaranteed debentures		471,658			243,306
Net realized gain on investments		(5,183,050	)		(4,499,963	)
Loss on extinguishment of debt		—			302,732
Changes in other assets and liabilities
Decrease (increase) in interest receivable		(187,804	)		457,744
Increase in other receivable		(135,246	)		(3,058	)
Decrease in prepaid expenses		235,300			318,054
Decrease in management fees payable		(198,644	)		(61,514	)
Increase (decrease) in incentive fees payable		1,424,286			(733,654	)
Increase in capital gains incentive fees payable		1,173,250			—
Increase in directors' fees payable		—			83,000
Increase in administrative services payable		58,384			41,084
Decrease in interest payable		(341,880	)		(278,895	)
Increase in unearned revenue		164,757			108,139
Decrease in other accrued expenses and liabilities		(114,346	)		(37,706	)
Net cash provided by (used in) operating activities	$	(79,222,446	)	$	29,003,624
Cash flows from financing activities
Proceeds from the issuance of common stock	$	—		$	47,491,626
Sales load for common stock issued		—			(1,340,131	)
Offering costs paid for common stock issued		(17,898	)		(299,961	)
Proceeds from notes issued		—			48,875,000
Financing costs paid for Notes issued		—			(1,688,961	)
Repayments on Notes issued		—			(25,000,000	)
Stockholder distributions paid		(16,172,181	)		(14,521,068	)
Proceeds from SBA Debentures		60,000,000			—
Financing costs paid on SBA Debentures		(2,055,000	)		—
Borrowings under Credit Facility		188,300,000			116,000,000
Repayments of Credit Facility		(145,750,000	)		(196,000,000	)
Financing costs paid on Credit facility		(310,000	)		(47,453	)
Partial Share Redemption		(770	)		—
Net cash provided by (used in) financing activities	$	83,994,151		$	(26,530,948	)
Net increase in cash and cash equivalents	$	4,771,705		$	2,472,676
Cash and cash equivalents balance at beginning of period		25,110,718			9,194,129
Cash and cash equivalents balance at end of period	$	29,882,423		$	11,666,805
Supplemental and non-cash financing activities
Interest expense paid	$	8,201,952		$	5,384,053
Excise tax paid		27,717			37,648
Shares issued pursuant to Dividend Reinvestment Plan		94,788			—
Conversion from debt to equity		—			864,101
Increase in Distribution Payable		899			382,326

Stellus Capital Investment Corporation

Consolidated Schedule of Investments (unaudited)

September 30, 2018

Investments	Footnotes	Security	Coupon	LIBOR floor			Cash			PIK	Investment Date	Maturity	Headquarters/ Industry	Principal Amount/ Shares		Amortized Cost		Fair Value ⁽¹⁾		% of Net Assets

Non-controlled, affiliated investments	(2)
Glori Energy Production Inc.													Houston, TX
Glori Energy Production, LLC Class A Common Units	(4)	Equity									2/1/2017		Energy: Oil & Gas		1,000 shares		52,185		55,000		0.02	%
Subtotal Non-controlled, affiliated investments																	52,185		55,000		0.02	%

Non-controlled, non-affiliated investments	(2)
Abrasive Products & Equipment, LLC, et al													Deer Park, TX
Term Loan (SBIC)	(2)(12)(20)	Second Lien	3M L+10.50%		1.00	%		0.00	%		9/5/2014	3/5/2020	Chemicals, Plastics, & Rubber	$	5,325,237	$	5,289,025	$	4,710,000		2.07	%
APE Holdings, LLC Class A Common Units	(4)	Equity									9/5/2014				375,000 units		375,000		10,000		0.00	%
Total																	5,664,025		4,720,000		2.07	%
Adams Publishing Group, LLC	(3)												Greenville, TN
Term Loan	(12)	First Lien	3M L+7.5%		1.00	%		9.93	%		8/3/2018	6/30/2023	Media: Broadcasting & Subscription	$	7,312,500		7,241,375		7,240,000		3.18	%
Advanced Barrier Extrusions, LLC													Rhinelander, WI
Revolver	(11)(12)	First Lien	3M L+5.75%		1.00	%		8.14	%		8/8/2018	8/8/2023	Containers, Packaging, & Glass	$	100,000		100,000		100,000		0.04	%
Term Loan (SBIC)	(2)(12)	First Lien	3M L+5.75%		1.00	%		8.14	%		8/8/2018	8/8/2023		$	11,400,000		11,178,228		11,180,000		4.91	%
GP ABX Holdings Partnership, L.P. Common Stock	(4)	Equity									8/8/2018				250,000 units		250,000		250,000		0.11	%
Total																	11,528,228		11,530,000		5.02	%
Apex Environmental Resources Holdings, LLC													Amsterdam, OH
Common Units	(4)	Equity									10/30/2015		Environmental Industries		945 shares		945		460		0.00	%
Preferred Units	(4)	Equity													945 shares		945,179		459,540		0.20	%
Total											10/30/2015						946,124		460,000		0.20	%
Atmosphere Aggregator Holdings II, LP													Atlanta, GA
Common Units	(4)	Equity									6/30/2015		Services: Business		254,250 units		254,250		1,113,966		0.49	%
Atmosphere Aggregator Holdings, LP Common Units	(4)	Equity									6/30/2015				750,000 units		750,000		3,286,034		1.44	%
Total																	1,004,250		4,400,000		1.93	%
ASC Communications, LLC	(7)												Chicago, IL
Term Loan (SBIC)	(2)(12)	First Lien	1M L+5.75%		1.00	%		7.99	%		6/29/2017	6/29/2022	Healthcare & Pharmaceuticals	$	5,333,333		5,291,303		5,330,000		2.34	%
ASC Communications Holdings, LLC Class A Preferred Units (SBIC)	(2)(4)	Equity									6/29/2017				73,529 shares		485,638		760,000		0.33	%
Total																	5,776,941		6,090,000		2.67	%
Beneplace, LLC													Austin TX
Term Loan (SBIC)	(2)(12)	Second Lien	3M L+10.00%		1.00	%		12.39	%		3/27/2017	9/27/2022	FIRE: Insurance	$	5,000,000		4,921,369		5,000,000		2.19	%
Beneplace Holdings, LLC Preferred Units	(4)	Equity									3/27/2017				500,000 units		500,000		480,000		0.21	%
Total																	5,421,369		5,480,000		2.40	%

Stellus Capital Investment Corporation

Consolidated Schedule of Investments (unaudited) – (continued)

September 30, 2018

Investments	Footnotes	Security	Coupon	LIBOR floor			Cash			PIK	Investment Date	Maturity	Headquarters/ Industry	Principal Amount/ Shares		Amortized Cost		Fair Value ⁽¹⁾		% of Net Assets

BFC Solmetex, LLC	(23)												Nashville, TN
Revolver	(12)(19)	First Lien	3M L+6.25%		1.00	%		8.64	%		9/24/2018	9/26/2023	Services: Business	$	244,499		244,499		240,000		0.11	%
Term Loan (SBIC)	(2)(12)	First Lien	3M L+6.25%		1.00	%		8.64	%		4/2/2018	9/26/2023		$	11,760,391		11,594,126		11,590,000		5.09	%
Bonded Filter Co. LLC, Term Loan (SBIC)	(2)(12)	First Lien	3M L+6.25%		1.00	%		8.64	%		4/2/2018	9/26/2023		$	1,222,494		1,205,211		1,210,000		0.53	%
Total																	13,043,836		13,040,000		5.73	%
BW DME Acquisition, LLC													Tempe, AZ
Term Loan (SBIC)	(2)(13)(22)	First Lien	3M L+6.00%		1.00	%		10.09	%		8/24/2017	8/24/2022	Healthcare & Pharmaceuticals	$	16,695,804		16,275,014		16,695,804		7.33	%
BW DME Holdings, LLC, Term Loan	(6)	Unsecured	17.50%							17.50%	6/1/2018	12/31/2019		$	265,906		265,906		265,906		0.12	%
BW DME Holdings, LLC Class A-1 Preferred Units	(4)	Equity									8/24/2017				1,000,000 shares		1,000,000		996,252		0.44	%
BW DME Holdings, LLC Class A-2 Preferred Units	(4)	Equity									1/26/2018				937,261 shares		937,261		933,748		0.41	%
Total																	18,478,181		18,891,710		8.30	%
C.A.R.S. Protection Plus, Inc.													Murrysville, PA
Term Loan	(12)	First Lien	3M L+8.50%		0.50	%		10.82	%		12/23/2015	12/31/2020	Automotive	$	98,746		97,741		98,746		0.04	%
Term Loan (SBIC)	(2)(12)	First Lien	3M L+8.50%		0.50	%		10.82	%		12/23/2015	12/31/2020		$	7,702,191		7,623,819		7,702,191		3.38	%
CPP Holdings LLC Class A Common Units	(4)	Equity									12/23/2015				149,828 shares		149,828		140,000		0.06	%
Total																	7,871,388		7,940,937		3.48	%
Catapult Learning, Inc.	(8)												Camden, NJ
Term Loan	(13)(22)	First Lien	2M L+6.35%		1.00	%		10.76	%		6/27/2018	4/24/2023	Education	$	20,856,549		20,455,585		20,460,000		8.98	%
Colford Capital Holdings, LLC													New York, NY
Preferred Units	(4)(5)	Equity									8/20/2015		Finance		38,893 units		247,817		62,742		0.03	%
Condor Borrower, LLC													Clifton, NJ
Term Loan	(12)	Second Lien	3M L+8.75%		1.00	%		11.11	%		10/11/2017	4/27/2025	Services: Business	$	13,750,000		13,498,556		13,750,000		6.03	%
Condor Top Holdco Limited Convertible Preferred Shares	(4)	Equity									10/11/2017				500,000 shares		442,197		353,757		0.16	%
Condor Holdings Limited Preferred Shares, Class B	(4)	Equity									10/11/2017				500,000 shares		57,804		46,243		0.02	%
Total																	13,998,557		14,150,000		6.21	%
Convergence Technologies, Inc.	(14)												Indianpolis, IN
Term Loan (SBIC)	(2)(12)	First Lien	3M L+6.75%		1.50	%		9.14	%		8/31/2018	8/30/2024	Services: Business	$	7,142,857		7,001,519		7,000,000		3.07	%
Tailwind Core Investor, LLC Class A Preferred Units	(4)	Equity									8/31/2018				3,750 units		375,000		375,000		0.16	%
Total																	7,376,519		7,375,000		3.23	%
Dream II Holdings, LLC													Boca Raton, FL
Class A Common Units	(4)	Equity									10/20/2014		Services: Consumer		250,000 units		242,304		210,000		0.09	%
DTE Enterprises, LLC	(18)												Roselle, IL
Term Loan	(12)	First Lien	3M L+7.50%		1.50	%		9.84	%		4/13/2018	4/13/2023	Energy: Oil & Gas	$	13,241,941		12,997,876		13,040,000		5.72	%
DTE Holding Company, LLC Common Shares, Class A-2	(4)	Equity									4/13/2018				776,316 shares		776,313		1,304,212		0.57	%
DTE Holding Company, LLC Preferred Shares, Class AA	(4)	Equity									4/13/2018				723,684 shares		613,794		1,215,789		0.53	%
Total																	14,387,983		15,560,001		6.82	%
Empirix Inc.													Billerica, MA
Empirix Holdings I, Inc. Common Shares, Class A	(4)	Equity									11/1/2013		Software		1,304 shares		1,304,232		1,722,600		0.76	%
Empirix Holdings I, Inc. Common Shares, Class B	(4)	Equity									11/1/2013				1,317,406 shares		13,174		17,400		0.01	%
Total																	1,317,406		1,740,000		0.77	%

Stellus Capital Investment Corporation

Consolidated Schedule of Investments (unaudited) – (continued)

September 30, 2018

Investments	Footnotes	Security	Coupon	LIBOR floor			Cash			PIK	Investment Date	Maturity	Headquarters/ Industry	Principal Amount/ Shares		Amortized Cost		Fair Value ⁽¹⁾		% of Net Assets

Energy Labs Inc.													Houston, TX
Term Loan (SBIC)	(2)(13)(22)	First Lien	3M L+7.00%		0.50	%		12.24	%		9/29/2016	9/29/2021	Energy: Oil & Gas	$	8,442,748		8,317,818		8,440,000		3.70	%
Energy Labs Holding Corp. Common Stock	(4)	Equity									9/29/2016				500 shares		500,000		390,000		0.17	%
Total																	8,817,818		8,830,000		3.87	%
EOS Fitness OPCO Holdings, LLC													Phoenix, AZ
Term Loan (SBIC)	(2)(12)	First Lien	1M L+8.25%		0.75	%		10.36	%		12/30/2014	12/30/2019	Hotel, Gaming, & Leisure	$	3,064,655		3,046,142		3,060,000		1.34	%
EOS Fitness Holdings, LLC Class A Preferred Units	(4)	Equity									12/30/2014				118 shares		117,670		321,750		0.14	%
EOS Fitness Holdings, LLC Class B Common Units	(4)	Equity									12/30/2014				3,017 shares		3,017		8,250		0.00	%
Total																	3,166,829		3,390,000		1.48
Fast Growing Tree, LLC	(16)												Fort Mill, SC
Term Loan (SBIC)	(2)(12)	First Lien	3M L+7.75%		1.00	%		10.14	%		2/5/2018	02/05/23	Retail	$	20,310,000		19,947,774		20,110,000		8.82	%
SP FGT Holdings, LLC, Class A Common	(4)	Equity									2/5/2018				1,000,000 shares		1,000,000		1,290,000		0.57	%
Total																	20,947,774		21,400,000		9.39	%
Fumigation Holdings, Inc.													Liberty, MO
Class A Common Stock	(4)	Equity									6/30/2015		Chemicals, Plastics, & Rubber		250 shares		0		310,000		0.14	%
Furniture Factory Outlet, LLC													Fort Smith, AR
Term Loan	(12)	First Lien	3M L+8.00%		0.50	%		10.39	%		6/10/2016	6/10/2021	Consumer Goods: Durable	$	15,163,885		14,943,951		15,160,000		6.65	%
Furniture Factory Holdings, LLC Term Loan	(6)	Unsecured	11.00%							11.00%	6/10/2016	2/3/2021		$	140,056		140,056		140,000		0.06	%
Furniture Factory Ultimate Holdings, LP Common Units	(4)	Equity									6/10/2016				13,445 shares		94,569		310,000		0.14	%
Total																	15,178,576		15,610,000		6.85	%
GK Holdings, Inc.													Cary, NC
Term Loan	(12)	Second Lien	3M L+10.25%		1.00	%		12.64	%		2/6/2015	1/30/2022	Education	$	5,000,000		4,942,955		4,580,000		2.01	%
General LED OPCO, LLC													San Antonio, TX
Term Loan	(12)	Second Lien	3M L+9.00%		1.50	%		11.39	%		5/1/2018	11/1/2023	Services: Business	$	4,500,000		4,415,190		4,430,000		1.94	%
Good Source Solutions, Inc.													Carlsbad, CA
Term Loan	(13)(22)	First Lien	3M L+6.00%		1.00	%		10.71	%		6/29/2018	6/29/2023	Beverage, Food, & Tobacco	$	28,500,000		27,951,589		27,950,000		12.26	%
HV GS Acquisition, LLC Class A Preferred Units	(4)	Equity									6/29/2018				1,000 shares		1,000,000		1,000,000		0.44	%
HV GS Acquisition, LLC Class B Common Units	(4)	Equity									6/29/2018				28,125 shares		0		0		0.00	%
Total																	28,951,589		28,950,000		12.70	%
Grupo HIMA San Pablo, Inc., et al													San Juan, PR
Term Loan	(12)	First Lien	3M L+7.00%		1.50	%		9.34	%		2/1/2013	1/31/2018	Healthcare & Pharmaceuticals	$	4,750,000		4,750,000		4,180,000		1.83	%
Term Loan	(15)	Second Lien	13.75%					0.00	%		2/1/2013	7/31/2018		$	4,109,524		4,109,524		900,000		0.39	%
Total																	8,859,524		5,080,000		2.22	%
Hostway Corporation													Chicago, IL
Term Loan	(12)	Second Lien	3M L+4.25%		1.25	%		6.59	%		12/27/2013	12/13/2020	High Tech Industries	$	6,750,000		6,695,579		6,080,000		2.67	%
ICD Intermediate Holdco 2, LLC													San Francisco, CA
Term Loan (SBIC)	(2)(5)(12)	Second Lien	3M L+9.00%		1.00	%		11.39	%		1/2/2018	7/1/2024	Finance	$	10,000,000		9,816,807		9,950,000		4.37	%
ICD Holdings, LLC, Class A Preferred	(4)(5)	Equity									1/2/2018				9,962 shares		496,409		660,000		0.29	%
Total																	10,313,216		10,610,000		4.66	%

Stellus Capital Investment Corporation

Consolidated Schedule of Investments (unaudited) – (continued)

September 30, 2018

Investments	Footnotes	Security	Coupon	LIBOR floor			Cash			PIK	Investment Date	Maturity	Headquarters/ Industry	Principal Amount/ Shares		Amortized Cost		Fair Value ⁽¹⁾		% of Net Assets

J.R. Watkins, LLC													San Francisco, CA
Revolver	(9)(12)	First Lien	3M L+6.50%		1.25	%		8.89	%		7/5/2018	12/22/2022	Consumer Goods: non-durable	$	750,000		750,000		750,000		0.33	%
Term Loan (SBIC)	(2)(12)	First Lien	3M L+6.50%		1.25	%		8.89	%		12/22/2017	12/22/2022		$	12,406,250		12,189,171		12,340,000		5.41	%
J.R. Watkins Holdings, Inc. Class A Preferred	(4)	Equity									12/22/2017				1,000 shares		1,000,000		960,000		0.42	%
Total																	13,939,171		14,050,000		6.16	%
Kelleyamerit Holdings, Inc.													Walnut Creek, CA
Term Loan (SBIC)	(2)(13)(22)	First Lien	3M L+7.50%		1.50	%		10.58	%		3/30/2018	3/30/2023	Automotive	$	9,750,000		9,570,031		9,600,000		4.21	%
Keais Records Service, LLC													Houston, TX
Term Loan	(12)	Second Lien	3M L+10.50%		0.50	%		12.89	%		6/30/2016	6/30/2022	Services: Business	$	7,750,000		7,652,410		7,750,000		3.40	%
Keais Holdings, LLC Class A Units	(4)	Equity									6/30/2016				148,335 units		736,595		740,000		0.32	%
Total																	8,389,005		8,490,000		3.72	%
KidKraft, Inc.													Dallas, TX
Term Loan	(6)	Second Lien	12.00%					11.00	%	1.00%	9/30/2016	3/30/2022	Consumer Goods: Durable	$	9,385,040		9,252,875		9,100,000		3.99	%
Livingston International, Inc.													Toronto, Ontario
Term Loan	(5)(12)	Second Lien	3M L+8.25%		1.25	%		10.64	%		4/23/2013	4/18/2020	Transportation: Cargo	$	6,841,739		6,802,534		6,840,000		3.00	%
Madison Logic, Inc.													New York, NY
Term Loan (SBIC)	(2)(12)	First Lien	1M L+8.00%		0.50	%		10.24	%		11/30/2016	11/30/2021	Media: Broadcasting & Subscription	$	4,761,236		4,728,728		4,760,000		2.09	%
Madison Logic Holdings, Inc. Common Stock (SBIC)	(2)(4)	Equity									11/30/2016				5,000 shares		50,000		58,000		0.03	%
Madison Logic Holdings, Inc. Series A Preferred Stock (SBIC)	(2)(4)	Equity									11/30/2016				4,500 shares		450,000		522,000		0.23	%
Total																	5,228,728		5,340,000		2.35	%
Magdata Intermediate Holdings, LLC													Austin TX
Term Loan	(12)	Second Lien	3M L+9.50%		1.00	%		11.89	%		10/13/2017	4/16/2024	Software	$	14,750,000		14,481,867		14,680,000		6.44	%
Mobileum, Inc.													Santa Clara, CA
Term Loan	(12)	Second Lien	3M L+10.25%		0.75	%		12.64	%		11/1/2016	5/1/2022	Software	$	21,500,000		21,144,190		21,500,000		9.43	%
Mobile Acquisition Holdings, LP Class A-2 Common Units	(4)	Equity									11/1/2016				750 units		455,385		660,000		0.29	%
Total																	21,599,575		22,160,000		9.72	%
MTC Parent, L.P.													Oak Brook, IL
Class A-2 Common Units	(4)	Equity									12/1/2015		Finance		750,000 shares		0		3,200,000		1.40	%
National Trench Safety, LLC, et al													Houston, TX
Term Loan (SBIC)	(2)	Second Lien	11.50%					11.50	%		3/31/2017	3/31/2022	Construction & Building	$	10,000,000		9,867,057		9,800,000		4.30	%
NTS Investors, LP Class A Common Units	(4)	Equity									3/31/2017				2,335 units		500,000		400,000		0.18	%
Total																	10,367,057		10,200,000		4.48	%
OGS Holdings, Inc.													Chantilly, Virginia
Series A Convertible Preferred Stock	(4)	Equity									4/22/2014		Services: Government		11,521 shares		50,001		140,000		0.06	%

Stellus Capital Investment Corporation

Consolidated Schedule of Investments (unaudited) – (continued)

September 30, 2018

Investments	Footnotes	Security	Coupon	LIBOR floor			Cash			PIK	Investment Date	Maturity	Headquarters/ Industry	Principal Amount/ Shares		Amortized Cost		Fair Value ⁽¹⁾		% of Net Assets

Price for Profit, LLC	(17)												Cleveland, OH
Term Loan (SBIC)	(2)(12)	First Lien	3M L+6.50%		1.00	%		8.89	%		1/31/2018	1/31/2023	Services: Business	$	8,931,250		8,772,540		8,840,000		3.88	%
I2P Holdings, LLC, Series A Preferred	(4)	Equity									1/31/2018				750,000 shares		750,000		1,210,000		0.53	%
Total																	9,522,540		10,050,000		4.41	%
Protect America, Inc.													Austin TX
Term Loan (SBIC)	(2)(6)(12)	Second Lien	3M L+9.75%		1.00	%		10.19	%	2.00%	8/30/2017	10/30/2020	Services: Consumer	$	17,886,343		17,583,766		17,800,000		7.81	%
Refac Optical Group, et al													Blackwood, NJ
Revolver	(10)(12)	First Lien	1M L+8.00%					10.26	%		11/7/2012	9/30/2018	Retail	$	880,000		880,000		880,000		0.39	%
Term A Loan	(12)	First Lien	1M L+8.00%					10.26	%		11/7/2012	9/30/2018		$	590,568		590,568		590,568		0.26	%
Term B Loan	(6)(12)	First Lien	1M L+10.75%					11.26	%	1.75%	11/7/2012	9/30/2018		$	6,519,422		6,519,422		6,519,422		2.86	%
Total																	7,989,990		7,989,990		3.51
Resolute Industrial, LLC													Wheeling, IL
Resolute Industrial Holdings, LLC Class A Preferred Units	(4)	Equity									7/26/2017		Capital Equipment		601 units		750,000		1,200,000		0.53	%
Total																					%
Roberts-Gordon, LLC													Buffalo, NY
Term Loan	(12)	Second Lien	3M L+10.00%		1.00	%		12.39	%		6/30/2017	1/1/2022	Construction & Building	$	7,200,000		7,088,072		7,200,000		3.16	%
Specified Air Solutions, LLC Class A Common Units	(4)	Equity									6/30/2017				3,846 shares		500,045		850,000		0.37	%
Total																	7,588,117		8,050,000		3.53	%
Skopos Financial, LLC													Irving, TX
Term Loan	(5)	Unsecured	12.00%					12.00	%		1/31/2014	1/31/2020	Finance	$	17,500,000		17,469,716		17,410,000		7.64	%
Skopos Financial Group, LLC Class A Units	(4)(5)	Equity									1/31/2014				1,120,684 units		1,162,544		1,160,000		0.51	%
Total																	18,632,260		18,570,000		8.15	%
SQAD, LLC													Tarrytown, NY
Term Loan (SBIC)	(2)	First Lien	3M L+6.50		1.00	%		8.89	%		12/22/2017	12/22/2022	Media: Broadcasting & Subscription	$	14,884,500		14,815,172		14,880,000		6.53	%
SQAD Holdco, Inc. Preferred Shares, Series A (SBIC)	(2)(4)	Equity									10/31/2013				5,624 shares		156,001		295,467		0.13	%
SQAD Holdco, Inc. Common Shares (SBIC)	(2)(4)	Equity									10/31/2013				5,800 shares		62,485		118,348		0.05	%
Total																	15,033,658		15,293,815		6.71	%
TechInsights, Inc.													Ottawa, Ontario
Term Loan	(5)(13)(22)	First Lien	3M L+6.50%		1.00	%		9.10	%		8/16/2017	8/16/2022	High Tech Industries	$	18,290,925		17,917,432		18,290,000		8.03	%
Time Manufacturing Acquisition, LLC													Waco, TX
Term Loan	(6)	Unsecured	11.50%					10.75	%	0.75%	2/3/2017	8/3/2023	Capital Equipment	$	6,397,021		6,293,793		6,270,000		2.75	%
Time Manufacturing Investments, LLC Class A Common Units	(4)	Equity									2/3/2017				5,000 units		500,000		540,000		0.24	%
Total																	6,793,793		6,810,000		2.99	%
TFH Reliability, LLC													Houston, TX
Term Loan (SBIC)	(2)(12)	Second Lien	3M L+10.75%		0.50	%		13.14	%		10/20/2016	4/21/2022	Chemicals, Plastics, & Rubber	$	5,875,000		5,789,300		5,875,000		2.58	%
TFH Reliability Group, LLC Class A Common Units	(4)	Equity									10/20/2016				250,000 shares		231,521		450,000		0.20	%
Total																	6,020,821		6,325,000		2.78	%
U.S. Auto Sales, Inc. et al													Lawrenceville, GA
Term Loan	(5)(12)	Second Lien	1M L+10.50%		1.00	%		12.61	%		6/8/2015	6/8/2020	Finance	$	4,500,000		4,481,996		4,500,000		1.97	%
USASF Blocker II, LLC Common Units	(4)(5)	Equity									6/8/2015				441 units		441,000		546,840		0.24	%
USASF Blocker III, LLC Series C Preferred Units	(4)(5)	Equity									2/13/2018				50 Units		50,000		62,000		0.03
USASF Blocker LLC Common Units	(4)(5)	Equity									6/8/2015				9,000 units		9,000		11,160		0.00	%
Total																	4,981,996		5,120,000		2.24	%

Stellus Capital Investment Corporation

Consolidated Schedule of Investments (unaudited) – (continued)

September 30, 2018

Investments	Footnotes	Security	Coupon	LIBOR floor			Cash			PIK	Investment Date	Maturity	Headquarters/ Industry	Principal Amount/ Shares		Amortized Cost		Fair Value ⁽¹⁾			% of Net Assets

VRI Intermediate Holdings, LLC													Franklin, OH
Term Loan (SBIC)	(2)(12)	Second Lien	3M L+9.25%		1.00	%		11.64	%		5/31/2017	10/31/2020	Healthcare & Pharmaceuticals	$	9,000,000		8,882,395		9,000,000			3.95	%
VRI Ultimate Holdings, LLC Class A Preferred Units	(4)	Equity									5/31/2017				326,797 shares		500,000		490,000			0.22	%
Total																	9,382,395		9,490,000			4.17	%
Wise Holding Corporation													Salt Lake City, UT
Term Loan	(12)(20)	Unsecured	3M L+11.00%		1.00	%		0.00	%		6/30/2016	12/31/2021	Beverage, Food, & Tobacco	$	1,250,000		1,237,422		310,000			0.14	%
Delayed Draw Term Loan	(12)(21)	First Lien	1M L+6.5%		1.00	%		8.74	%		8/27/2018	6/30/2021		$	230,469		230,469		230,000			0.10	%
Wise Parent Company, LLC Membership Units	(4)	Equity									6/30/2016				1 units		58,594		0			0.00	%
Total																	1,526,485		540,000			0.24	%

Total Non-controlled, non-affiliated investments																	470,695,035		477,949,195			209.71	%
Net Investments																	470,747,220		478,004,195			209.74	%
LIABILITIES IN EXCESS OF OTHER ASSETS																			(250,099,111	)		(109.74	)%
NET ASSETS																			227,905,084			100.00	%

(1)

See Note 1 of the Notes to the Consolidated Financial Statements for a discussion of the methodologies used to value securities in the portfolio.

(2)

Investments held by the SBIC subsidiary, which include $21,123,982 of cash and $204,910,435 of investments (at cost) are excluded from the obligations to the lenders of the Credit Facility. The Company’s obligations to the lenders of the Credit Facility, as defined in Note 9, are secured by a first priority security interest in all investments and cash and cash equivalents, except for investments held by the SBIC Subsidiary.

(3)

Excluded from the investment is an undrawn commitment in an amount not to exceed $865,385, with an interest rate of LIBOR plus 7.50% and a maturity of June 30, 2023. This investment is accruing an unused commitment fee of 0.375% per annum.

(4)

Security is non-income producing.

(5)

The investment is not a qualifying asset under the Investment Company Act of 1940, as amended. The Company may not acquire any non-qualifying assets unless, at the time of the acquisition, qualifying assets represent at least 70% of the Company’s total assets. Qualifying assets represent approximately 88% of the Company’s total assets as of September 30, 2018.

(6)

Represents a PIK security. At the option of the issuer, interest can be paid in cash or cash and PIK. The percentage of PIK shown is the maximum PIK that can be elected by the issuer.

(7)

Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $666,666, with an interest rate of LIBOR plus 5.75% and a maturity of June 29, 2022. This investment is accruing an unused commitment fee of 0.50% per annum.

(8)

Excluded from the investment is an undrawn delayed draw term loan commitment in an amount not to exceed $1,143,451, with an interest rate of LIBOR plus 6.35% and a maturity of April 23, 2023. This investment is accruing an unused commitment fee of 1.00% per annum.

Stellus Capital Investment Corporation

Consolidated Schedule of Investments (unaudited) – (continued)

September 30, 2018

(9)

Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $1,000,000, with an interest rate of LIBOR plus 6.50% and a maturity of December 22, 2022. This investment is accruing an unused commitment fee of 0.50% per annum.

(10)

Excluded from the investment is an undrawn commitment in an amount not to exceed $520,000, with an interest rate of LIBOR plus 8.00% and a maturity of September 30, 2018. This investment is accruing an unused commitment fee of 0.50% per annum.

(11)

Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $1,900,000, with an interest rate of LIBOR plus 5.75% and a maturity of August 8, 2023. This investment is accruing an unused commitment fee of 0.50% per annum.

(12)

These loans have LIBOR floors that are lower than the applicable LIBOR rates; therefore, the floors are not in effect.

(13)

These loans are last-out term loans with contractual rates higher than the applicable LIBOR rates; therefore, the floors are not in effect.

(14)

Excluded from the investment is an undrawn commitment in an amount not to exceed $5,357,143, with an interest rate of LIBOR plus 6.75% and a maturity of August 30, 2024. This investment is accruing an unused commitment fee of 0.50% per annum.

(15)

Investment has been on non-accrual since November 1, 2017.

(16)

Excluded from the investment is an undrawn commitment in an amount not to exceed $1,000,000, with an interest rate of LIBOR plus 7.75% and a maturity of February 5, 2023. This investment is accruing an unused commitment fee of 0.50% per annum.

(17)

Excluded from the investment is an undrawn commitment in an amount not to exceed $1,500,000, with an interest rate of LIBOR plus 6.50% and a maturity of January 31, 2023. This investment is accruing an unused commitment fee of 0.50% per annum.

(18)

Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $750,000, with an interest rate of LIBOR plus 7.50% and a maturity of April 13, 2023. This investment is accruing an unused commitment fee of 0.50% per annum.

(19)

Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $1,283,619, with an interest rate of LIBOR plus 6.25% and a maturity of September 26, 2023. This investment is accruing an unused commitment fee of 0.50% per annum.

(20)

Investment has been on non-accrual since March 29, 2018.

(21)

Excluded from the investment is an undrawn commitment in an amount not to exceed $23,438, with an interest rate of LIBOR plus 6.50% and a maturity of June 30, 2021. This investment is not accruing an unused commitment fee.

(22)

This loan is a unitranche investment.

(23)

Excluded from the investment is an undrawn commitment in an amount not to exceed $1,662,592, with an interest rate of LIBOR plus 6.25% and a maturity of September 26, 2023. This investment is accruing an unused commitment fee of 0.50% per annum.

Abbreviation Legend

PIK — Payment-In-Kind

L — LIBOR

Euro — Euro Dollar

Stellus Capital Investment Corporation

Consolidated Schedule of Investments
December 31, 2017

Investments	Footnotes	Security	Coupon		LIBOR floor			Cash			PIK	Initial Investment Date	Maturity	Headquarters/ Industry	Principal Amount/ Shares		Amortized Cost		Fair Value⁽¹⁾		% of Net Assets
Non-controlled, affiliated investments	(2)
Glori Energy Production Inc.														Houston, TX
Glori Energy Production, LLC Class A Common Units	(4)	Equity										2/1/2017		Energy: Oil & Gas		1,000 shares	$	1,052,185	$	990,000		0.45	%
Subtotal Non-controlled, affiliated investments																		1,052,185		990,000		0.45	%
Non-controlled, non-affiliated investments	(2)
Abrasive Products & Equipment, LLC, et al														Deer Park, TX
Term Loan (SBIC)	(2)(12)	Second Lien		3M L+10.50%		1.00	%		12.20	%		9/5/2014	3/5/2020	Chemicals, Plastics, & Rubber	$	5,325,237		5,272,397		5,220,000		2.37	%
APE Holdings, LLC Class A Common Units	(4)	Equity										9/5/2014				375,000 units		375,000		180,000		0.08	%
Total																		5,647,397		5,400,000		2.45	%
Apex Environmental Resources Holdings, LLC														Amsterdam, OH
Common Units	(4)	Equity										10/30/2015		Environmental Industries		766 shares		766		579		0.00	%
Preferred Units	(4)	Equity										10/30/2015				766 shares		765,676		579,421		0.26	%
Total																		766,442		580,000		0.26	%
Atmosphere Aggregator Holdings II, LP														Atlanta, GA
Common Units	(4)	Equity										6/30/2015		Services: Business		254,250 units		254,250		820,284		0.37	%
Atmosphere Aggregator Holdings, LP Common Units	(4)	Equity										6/30/2015				750,000 units		750,000		2,419,714		1.10	%
Total																		1,004,250		3,239,998		1.47	%
ASC Communications, LLC	(7)													Chicago, IL
Term Loan (SBIC)	(2)(12)	First Lien		3M L+6.25%		1.00	%		7.94	%		6/29/2017	6/29/2022	Healthcare & Pharmaceuticals	$	6,879,167		6,816,044		6,879,167		3.12	%
ASC Communications Holdings, LLC Class A Preferred Units (SBIC)	(2)(4)	Equity										6/29/2017				73,529 shares		500,000		620,000		0.28	%
Total																		7,316,044		7,499,167		3.40	%
Beneplace, LLC														Austin TX
Term Loan (SBIC)	(2)(12)	Second Lien		3M L+10.00%		1.00	%		11.70	%		3/27/2017	9/27/2022	Insurance	$	5,000,000		4,910,226		5,000,000		2.27	%
Beneplace Holdings, LLC Preferred Units	(4)	Equity										3/27/2017				500,000 units		500,000		500,000		0.23	%
Total																		5,410,226		5,500,000		2.50	%
Binder & Binder National Social Security Disability Advocates, LLC	(8)													Hauppauge, NY
Residual claim from Term Loan	(4)	Unsecured										11/7/2012		Services: Consumer	$	400,000		400,000		380,000		0.17	%
BW DME Acquisition, LLC														Tempe, AZ
Term Loan (SBIC)	(2)(12)(13)(17)	First Lien		3M L+6.00%		1.00	%		9.43	%		8/24/2017	8/24/2022	Healthcare & Pharmaceuticals	$	9,550,000		9,281,016		9,310,000		4.23	%
BW DME Holdings, LLC Class A Preferred Units	(4)	Equity										8/24/2017				1,000,000 shares		1,000,000		1,110,000		0.50	%
Total																		10,281,016		10,420,000		4.73	%

Stellus Capital Investment Corporation

Consolidated Schedule of Investments – (continued)
December 31, 2017

Investments	Footnotes	Security	Coupon		LIBOR floor			Cash			PIK	Initial Investment Date	Maturity	Headquarters/ Industry	Principal Amount/ Shares		Amortized Cost		Fair Value⁽¹⁾		% of Net Assets
C.A.R.S. Protection Plus, Inc.														Murrysville, PA
Term Loan	(12)	First Lien		3M L+8.50%		0.50	%		9.74	%		12/23/2015	12/31/2020	Automotive	$	98,746	$	97,451	$	98,746		0.04	%
Term Loan (SBIC)	(2)(12)	First Lien		3M L+8.50%		0.50	%		9.74	%		12/23/2015	12/31/2020		$	7,702,191		7,601,191		7,700,000		3.50	%
CPP Holdings LLC Class A Common Units	(4)	Equity										12/23/2015				149,828 shares		149,828		260,000		0.12	%
Total																		7,848,470		8,058,746		3.66	%
Catapult Learning, LLC et al														Camden, NJ
Term Loan	(13)(17)	First Lien		3M L+6.50%		1.00	%		9.30	%		8/6/2015	7/16/2020	Education	$	12,335,526		12,264,670		12,335,526		5.60	%
Colford Capital Holdings, LLC														New York, NY
Preferred Units	(4)(5)	Equity										8/20/2015		Finance		38,893 units		497,388		470,000		0.21	%
Condor Borrower, LLC														Clifton, NJ
Term Loan	(12)	Second Lien		3M L+8.75%		1.00	%		10.12	%		10/27/2017	4/27/2025	Services: Business	$	13,750,000		13,479,122		13,480,000		6.12	%
Condor Top Holdco Limited Convertible Preferred Shares	(4)	Equity										10/27/2017				500,000 shares		442,197		442,197		0.20	%
Condor Holdings Limited Preferred Shares, Class B	(4)	Equity										10/27/2017				500,000 shares		57,804		57,804		0.03	%
Total																		13,979,123		13,980,001		6.35	%
Douglas Products & Packaging Company, LLC														Liberty, MO
Term Loan (SBIC)	(2)(12)	Second Lien		3M L+10.50%		0.50	%		12.20	%		6/30/2015	12/31/2020	Chemicals, Plastics, & Rubber	$	9,000,000		8,902,087		9,000,000		4.09	%
Fumigation Holdings, Inc. Class A Common Stock	(4)	Equity										6/30/2015				250 shares		250,000		530,000		0.24	%
Total																		9,152,087		9,530,000		4.33	%
Dream II Holdings, LLC														Boca Raton, FL
Class A Common Units	(4)	Equity										10/20/2014		Services: Consumer		250,000 units		242,304		420,000		0.19	%
Empirix Inc.														Billerica, MA
Term Loan	(12)	Second Lien		3M L+9.50%		1.00	%		10.88	%		11/1/2013	5/1/2020	Software	$	11,657,850		11,554,734		11,657,850		5.29	%
Term Loan (SBIC)	(2)(12)	Second Lien		3M L+9.50%		1.00	%		10.88	%		5/14/2013	5/1/2020		$	9,750,000		9,662,051		9,750,000		4.43	%
Empirix Holdings I, Inc. Common Shares, Class A	(4)	Equity										11/1/2013				1,304 shares		1,304,232		831,600		0.38	%
Empirix Holdings I, Inc. Common Shares, Class B	(4)	Equity										11/1/2013				1,317,406 shares		13,174		8,400		0.00	%
Total																		22,534,191		22,247,850		10.10	%
Energy Labs Inc.														Houston, TX
Term Loan (SBIC)	(2)(13)(17)	First Lien		3M L+7.00%		0.50	%		11.58	%		9/29/2016	9/29/2021	Energy: Oil & Gas	$	5,300,000		5,214,783		5,300,000		2.41	%
Energy Labs Holding Corp. Common Stock	(4)	Equity										9/29/2016				500 shares		500,000		410,000		0.19	%
Total																		5,714,783		5,710,000		2.60	%
EOS Fitness OPCO Holdings, LLC														Phoenix, AZ
Term Loan (SBIC)	(2)(12)	First Lien		1M L+8.25%		0.75	%		9.62	%		12/30/2014	12/30/2019	Hotel, Gaming, & Leisure	$	3,193,890		3,164,255		3,190,000		1.45	%
EOS Fitness Holdings, LLC Class A Preferred Units	(4)	Equity										12/30/2014				118 shares		117,670		224,250		0.10	%

Stellus Capital Investment Corporation

Consolidated Schedule of Investments – (continued)
December 31, 2017

Investments	Footnotes	Security	Coupon		LIBOR floor			Cash			PIK			Initial Investment Date	Maturity	Headquarters/ Industry	Principal Amount/ Shares		Amortized Cost		Fair Value⁽¹⁾		% of Net Assets
EOS Fitness Holdings, LLC Class B Common Units	(4)	Equity												12/30/2014				3,017 shares	$	3,017	$	5,750		0.00	%
Total																				3,284,942		3,420,000		1.55
Furniture Factory Outlet, LLC																Fort Smith, AR
Term Loan	(12)	First Lien		3M L+9.00%		0.50	%		10.70	%				6/10/2016	6/10/2021	Consumer Goods: Durable	$	7,288,484		7,180,489		7,288,484		3.31	%
Furniture Factory Holdings, LLC Term Loan	(11)	Unsecured		11.00%										6/10/2016	2/3/2021		$	122,823		122,823		120,000		0.05	%
Sun Furniture Factory, LP Common Units	(4)	Equity												6/10/2016				13,445 shares		94,569		210,000		0.10	%
Total																				7,397,881		7,618,484		3.46	%
GK Holdings, Inc.																Cary, NC
Term Loan	(12)	Second Lien		3M L+10.25%		1.00	%		11.94	%				2/6/2015	1/30/2022	Education	$	5,000,000		4,932,726		5,000,000		2.27	%
Good Source Solutions, Inc.																Carlsbad, CA
Term Loan	(13)(17)	First Lien		3M L+7.25%		0.50	%		11.96	%				7/15/2016	7/15/2021	Beverage, Food, & Tobacco	$	1,350,000		1,329,398		1,350,000		0.61	%
Term Loan (SBIC)	(2)(13)(17)	First Lien		3M L+7.25%		0.50	%		11.96	%				7/15/2016	7/15/2021		$	1,200,000		1,181,687		1,200,000		0.54	%
Good Source Holdings, LLC Class A Preferred Units	(4)	Equity												7/15/2016				159 shares		159,375		150,000		0.07	%
Good Source Holdings, LLC Class B Common Units	(4)	Equity												7/15/2016				4,482 shares		0		0		0.00	%
Total																				2,670,460		2,700,000		1.22	%
Grupo HIMA San Pablo, Inc., et al																San Juan, PR
Term Loan	(3)	First Lien		3M L+7.00%		1.50	%		8.50	%				2/1/2013	1/31/2018	Healthcare & Pharmaceuticals	$	4,750,000		4,748,168		4,180,000		1.90	%
Term Loan	(15)	Second Lien		13.75%					0.00	%				2/1/2013	7/31/2018		$	4,109,524		4,079,696		900,000		0.41	%
Total																				8,827,864		5,080,000		2.31	%
Hostway Corporation																Chicago, IL
Term Loan	(12)	Second Lien		3M L+10.00%		1.25	%		5.94	%				12/27/2013	12/13/2020	High Tech Industries	$	6,750,000		6,680,080		5,910,000		2.68	%
J.R. Watkins, LLC	(9)															San Francisco, CA
Term Loan (SBIC)	(2)(12)	First Lien		3M L+6.50%		1.25	%		8.16	%				12/22/2017	12/22/2022	Consumer Goods: non-durable	$	12,500,000		12,250,000		12,250,000		5.56	%
J.R. Watkins Holdings, Inc. Class A Preferred	(4)	Equity												12/22/2017				1,000 shares		1,000,000		1,000,000		0.45	%
Total																				13,250,000		13,250,000		6.01	%
Keais Records Service, LLC																Houston, TX
Term Loan	(12)	Second Lien		3M L+10.50%		0.50	%		12.20	%				6/30/2016	6/30/2022	Services: Business	$	7,750,000		7,637,741		7,750,000		3.52	%
Keais Holdings, LLC Class A Units	(4)	Equity												6/30/2016				148,335 units		765,600		780,000		0.35	%
Total																				8,403,341		8,530,000		3.87	%
KidKraft, Inc.																Dallas, TX
Term Loan	(6)	Second Lien		12.00%					11.00	%		1.00	%	9/30/2016	3/30/2022	Consumer Goods: Durable	$	9,315,194		9,162,066		9,180,000		4.17	%
Livingston International, Inc.																Toronto, Ontario
Term Loan	(5)(12)	Second Lien		3M L+8.25%		1.25	%		9.94	%				4/23/2013	4/18/2020	Transportation: Cargo	$	6,841,739		6,785,894		6,840,000		3.11	%

Stellus Capital Investment Corporation

Consolidated Schedule of Investments – (continued)
December 31, 2017

Investments	Footnotes	Security	Coupon		LIBOR floor			Cash			PIK			Initial Investment Date	Maturity	Headquarters/ Industry	Principal Amount/ Shares		Amortized Cost		Fair Value⁽¹⁾		% of Net Assets
Madison Logic, Inc.																New York, NY
Term Loan (SBIC)	(2)(12)	First Lien		1M L+8.00%		0.50	%		9.57	%				11/30/2016	11/30/2021	Media: Broadcasting & Subscription	$	4,875,000	$	4,835,088	$	4,875,000		2.21	%
Madison Logic Holdings, Inc. Common Stock (SBIC)	(2)(4)	Equity												11/30/2016				5,000 shares		50,000		56,000		0.03	%
Madison Logic Holdings, Inc. Series A Preferred Stock (SBIC)	(2)(4)	Equity												11/30/2016				4,500 shares		450,000		504,000		0.23	%
Total																				5,335,088		5,435,000		2.47	%
Magdata Intermediate Holdings, LLC																Austin TX
Term Loan	(12)	Second Lien		3M L+9.50%		1.00	%		11.20	%				10/16/2017	4/16/2024	Software	$	12,500,000		12,254,448		12,250,000		5.56	%
Mobileum, Inc.																Santa Clara, CA
Term Loan	(12)	Second Lien		3M L+10.25%		0.75	%		11.95	%				11/1/2016	5/1/2022	Software	$	9,000,000		8,849,293		9,000,000		4.09	%
Mobile Acquisition Holdings, LP Class A-2 Common Units	(4)	Equity												11/1/2016				750 units		750,000		980,000		0.44	%
Total																				9,599,293		9,980,000		4.53	%
MBS Holdings, Inc.																Birmingham, AL
Series E Preferred Stock	(4)	Equity												3/10/2014		Media: Broadcasting & Subscription		2,774,695 shares		1,000,000		2,386,710		1.08	%
Series F Preferred Stock	(4)	Equity												12/21/2015				399,308 shares		206,682		493,290		0.22	%
Total																				1,206,682		2,880,000		1.30	%
MTC Parent, L.P.																Oak Brook, IL
Class A-2 Common Units	(4)	Equity												12/1/2015		Finance		750,000 shares		28,842		2,200,000		1.00	%
National Trench Safety, LLC, et al																Houston, TX
Term Loan (SBIC)	(2)	Second Lien		11.50%					11.50	%				3/31/2017	3/31/2022	Construction & Building	$	10,000,000		9,845,090		9,900,000		4.49	%
NTS Investors, LP Class A Common Units	(4)	Equity												3/31/2017				2,335 units		500,000		350,000		0.16	%
Total																				10,345,090		10,250,000		4.65	%
OGS Holdings, Inc.																Chantilly, Virginia
Series A Convertible Preferred Stock	(4)	Equity												4/22/2014		Services: Government		11,521 shares		50,001		100,000		0.05	%
Protect America, Inc.																Austin TX
Term Loan (SBIC)	(2)(6)(12)	Second Lien		3M L+9.75%		1.00	%		9.50	%		2.00	%	8/30/2017	10/30/2020	Services: Consumer	$	17,617,786		17,220,312		17,270,000		7.84	%
Refac Optical Group, et al																Blackwood, NJ
Revolver	(10)(12)	First Lien		1M L+8.00%					9.56	%				11/7/2012	9/30/2018	Retail	$	880,000		880,000		880,000		0.40	%
Term A Loan	(12)	First Lien		1M L+8.00%					9.56	%				11/7/2012	9/30/2018		$	943,367		943,367		940,000		0.43	%
Term B Loan	(6)(12)	First Lien		1M L+10.75%					10.56	%		1.75	%	11/7/2012	9/30/2018		$	6,464,716		6,464,716		6,460,000		2.93	%
Total																				8,288,083		8,280,000		3.76
Resolute Industrial, LLC	(14)															Wheeling, IL
Term Loan	(12)(16)(17)	First Lien		3M L+7.62%		1.00	%		8.95	%				7/26/2017	7/26/2022	Capital Equipment	$	3,797,222		3,731,397		3,740,000		1.70	%
Term Loan (SBIC)	(2)(12)(16)(17)	First Lien		3M L+7.62%		1.00	%		8.95	%				7/26/2017	7/26/2022		$	13,290,278		13,059,850		13,090,000		5.94	%
Resolute Industrial Holdings, LLC Class A Preferred Units	(4)	Equity												7/26/2017				601 units		750,000		760,000		0.35	%
Total																				17,541,247		17,590,000		7.99	%
Roberts-Gordon, LLC																Buffalo, NY
Term Loan	(12)	Second Lien		3M L+10.00%		1.00	%		11.70	%				6/30/2017	1/1/2022	Construction & Building	$	7,200,000		7,068,278		7,130,000		3.24	%

Stellus Capital Investment Corporation

Consolidated Schedule of Investments – (continued)
December 31, 2017

Investments	Footnotes	Security	Coupon		LIBOR floor			Cash			PIK			Initial Investment Date	Maturity	Headquarters/ Industry	Principal Amount/ Shares		Amortized Cost		Fair Value⁽¹⁾		% of Net Assets
Specified Air Solutions, LLC Class A Common Unites	(4)	Equity												6/30/2017				3,846 shares	$	500,045	$	600,000		0.27	%
Total																				7,568,323		7,730,000		3.51	%
Sitel Worldwide Corporation																Nashville, TN
Term Loan	(12)	Second Lien		3M L+9.50		1.00	%		10.88	%				9/24/2015	9/18/2022	High Tech Industries	$	10,000,000		9,848,614		9,950,000		4.52	%
Skopos Financial, LLC																Irving, TX
Term Loan	(5)	Unsecured		12.00%					12.00	%				1/31/2014	1/31/2019	Finance	$	20,000,000		19,886,350		19,800,000		8.99	%
Skopos Financial Group, LLC Class A Units	(4)(5)	Equity												1/31/2014				1,120,684 units		1,162,544		770,000		0.35	%
Total																				21,048,894		20,570,000		9.34	%
SPM Capital, LLC																Bloomington, MN
Term Loan	(12)	First Lien		3M L+6.50		1.50	%		8.19	%				12/10/2012	10/31/2018	Healthcare & Pharmaceuticals	$	5,421,770		5,421,770		5,420,000		2.46	%
SQAD, LLC																Tarrytown, NY
Term Loan (SBIC)	(2)	First Lien		3M L+6.50		1.00	%		8.16	%				12/22/2017	12/22/2022	Media: Broadcasting & Subscription	$	15,000,000		14,919,983		14,920,000		6.77	%
SQAD Holdco, Inc. Preferred Shares, Series A (SBIC)	(2)(4)	Equity												10/31/2013				3,598 shares		156,001		307,023		0.14	%
SQAD Holdco, Inc. Common Shares (SBIC)	(2)(4)	Equity												10/31/2013				5,800 shares		62,485		122,977		0.06	%
Total																				15,138,469		15,350,000		6.97	%
TechInsights, Inc.																Ottawa, Ontario
Term Loan	(5)(12)(13)(17)	First Lien		3M L+6.50%		1.00	%		8.71	%				8/16/2017	8/16/2022	High Tech Industries	$	20,000,000		19,529,783		19,600,000		8.90	%
Time Manufacturing Acquisition, LLC																Waco, TX
Term Loan	(6)	Unsecured		11.50%					10.75	%		0.75	%	2/3/2017	8/3/2023	Capital Equipment	$	6,373,100		6,258,780		6,250,000		2.84	%
Time Manufacturing Investments, LLC Class A Common Units	(4)	Equity												2/3/2017				5,000 units		500,000		330,000		0.15	%
Total																				6,758,780		6,580,000		2.99	%
TFH Reliability, LLC																Houston, TX
Term Loan (SBIC)	(2)(12)	Second Lien		3M L+10.75%		0.50	%		12.45	%				10/21/2016	4/21/2022	Chemicals, Plastics, & Rubber	$	5,875,000		5,775,974		5,875,000		2.67	%
TFH Reliability Group, LLC Class A Common Units	(4)	Equity												10/21/2016				250,000 shares		250,000		340,000		0.15	%
Total																				6,025,974		6,215,000		2.82	%
U.S. Auto Sales, Inc. et al																Lawrenceville, GA
Term Loan	(5)(12)	Second Lien		1M L+11.75%		1.00	%		13.12	%				6/8/2015	6/8/2020	Finance	$	4,500,000		4,474,973		4,500,000		2.04	%
USASF Blocker II, LLC Common Units	(4)(5)	Equity												6/8/2015				441 units		441,000		578,200		0.26	%
USASF Blocker LLC Common Units	(4)(5)	Equity												6/8/2015				9,000 units		9,000		11,800		0.01	%
Total																				4,924,973		5,090,000		2.31	%
VRI Intermediate Holdings, LLC																Franklin, OH
Term Loan (SBIC)	(2)(12)	Second Lien		3M L+9.25%		1.00	%		10.95	%				5/31/2017	10/31/2020	Healthcare & Pharmaceuticals	$	9,000,000		8,846,185		8,910,000		4.05	%
VRI Ultimate Holdings, LLC Class A Preferred Units	(4)	Equity												5/31/2017				326,797 shares		500,000		500,000		0.23	%
Total																				9,346,185		9,410,000		4.28	%

Stellus Capital Investment Corporation

Consolidated Schedule of Investments – (continued)
December 31, 2017

Investments	Footnotes	Security	Coupon		LIBOR floor			Cash			PIK	Initial Investment Date	Maturity	Headquarters/ Industry	Principal Amount/ Shares		Amortized Cost		Fair Value⁽¹⁾			% of Net Assets
Wise Holding Corporation														Salt Lake City, UT
Term Loan	(12)	Unsecured		3M L+11.00%		1.00	%		12.70	%		6/30/2016	12/31/2021	Beverage, Food, & Tobacco	$	1,250,000	$	1,235,188	$	880,000			0.40	%
WCI Holdings LLC Class A Preferred Units	(4)	Equity										6/30/2016				56 units		55,550		0			0.00	%
WCI Holdings LLC Class B Common Units	(4)	Equity										6/30/2016				3,044 units		3,044		0			0.00	%
Total																		1,293,782		880,000			0.40	%
Zemax, LLC														Redmond, WA
Term Loan (SBIC)	(2)(12)	Second Lien		1M L+10.00%		1.00	%		11.60	%		10/23/2014	4/23/2020	Software	$	3,962,500		3,922,743		3,960,000			1.80	%
Zemax Software Holdings, LLC Preferred Units (SBIC)	(2)(4)	Equity										10/23/2014				24,500 units		5,000		11,200			0.01	%
Zemax Software Holdings, LLC Common Units (SBIC)	(2)(4)	Equity										10/23/2014				5,000 shares		245,000		548,800			0.25	%
Total																		4,172,743		4,520,000			2.06	%
Total Non-controlled, non-affiliated investments																		367,401,021		370,849,772			168.38	%
Net Investments																		368,453,206		371,839,772			168.83	%
LIABILITIES IN EXCESS OF OTHER ASSETS																				(151,592,530	)		(68.83	)%
NET ASSETS																			$	220,247,242			100.00	%

(1)

See Note 1 of the Notes to the Consolidated Financial Statements for a discussion of the methodologies used to value securities in the portfolio.

(2)

Investments held by the SBIC Subsidiary, which include $5,258,500 of cash and $154,149,450 of investments (at cost) are excluded from the obligations to the lenders of the Credit Facility. The Company’s obligations to the lenders of the Credit Facility, as defined in Note 9, are secured by a first priority security interest in all investments and cash and cash equivalents, except for investments held by the SBIC Subsidiary.

(3)

These loans have LIBOR or Euro Floors that are higher than the current applicable LIBOR or Euro rates; therefore, the floors are in effect.

(4)

Security is non-income producing.

(5)

The investment is not a qualifying asset under the Investment Company Act of 1940, as amended. The Company may not acquire any non-qualifying assets unless, at the time of the acquisition, qualifying assets represent at least 70% of the Company’s total assets. Qualifying assets represent approximately 86% of the Company’s total assets as of December 31, 2017.

(6)

Represents a PIK security. At the option of the issuer, interest can be paid in cash or cash and PIK. The percentage of PIK shown is the maximum PIK that can be elected by the issuer.

(7)

Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $666,666, with an interest rate of LIBOR plus 6.25% and a maturity of June 29, 2022. This investment is accruing an unused commitment fee of 0.50% per annum.

(8)

In the fourth quarter of 2016, Binder & Binder National Social Security Disability, emerged from Chapter 11 Bankruptcy in the U.S. Bankruptcy Court, Southern District of New York. The investment’s fair value has been adjusted to reflect the court-approved unsecured claim distribution proceeds that have been awarded to the Company. As of this time, the Company does not expect to receive any additional repayment other than the court awarded amount.

(9)

Excluded from the investment is an undrawn revolver commitment in an amount not to exceed $1,750,000, with an interest rate of LIBOR plus 6.50% and a maturity of December 22, 2022. This investment is accruing an unused commitment fee of 0.50% per annum.

Stellus Capital Investment Corporation

Consolidated Schedule of Investments – (continued)
December 31, 2017

(10)

(11)

Interest compounds annually on this loan at a rate of 11%. The interest does not increase the principal balance.

(12)

These loans have LIBOR floors that are lower than the applicable LIBOR rates; therefore, the floors are not in effect.

(13)

These loans are last-out term loans with contractual rates higher than the applicable LIBOR rates; therefore, the floors are not in effect.

(14)

Excluded from the investment is an undrawn commitment in an amount not to exceed $5,750,000, with an interest rate of LIBOR plus 7.62% and a maturity of July 26, 2022. This investment is accruing an unused commitment fee of 0.50% per annum.

(15)

Investment has been on non-accrual since November 1, 2017.

(16)

This loan is a last-out term loan with a set contractual rate that equals the current applicable LIBOR rate.

(17)

This loan is a unitranche investment.

Abbreviation Legend
PIK — Payment-In-Kind
L — LIBOR
Euro — Euro Dollar

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Stellus Capital Investment Corporation (“we”, “us”, “our” and the “Company”) was formed as a Maryland corporation on May 18, 2012 (“Inception”) and is an externally managed, closed-end, non-diversified investment management company. The Company is applying the guidance of Accounting Standards Codification (“ASC”) Topic 946, Financial Services Investment Companies. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes. The Company’s investment activities are managed by our investment adviser, Stellus Capital Management, LLC (“Stellus Capital” or the “Advisor”).

As of September 30, 2018, the Company had issued a total of 15,953,810 shares and raised $235,743,261 in gross proceeds since Inception, incurring $7,566,535 in offering expenses and sales load fees for net proceeds from offerings of $228,176,726. The Company’s shares are currently listed on the New York Stock Exchange under the symbol “SCM”. See Note 4 for further details.

The Company has established the following wholly owned subsidiaries: SCIC — Consolidated Blocker 1, Inc., SCIC – ICD Blocker 1, Inc., SCIC — SKP Blocker 1, Inc., SCIC — APE Blocker 1, Inc., SCIC — CC Blocker 1, Inc., SCIC — ERC Blocker 1, Inc., and SCIC — Hollander Blocker 1, Inc., which are structured as Delaware entities, to hold equity or equity-like investments in portfolio companies organized as limited liability companies, or LLCs (or other forms of pass-through entities) (collectively, the “Taxable Subsidiaries”). The Taxable Subsidiaries are consolidated for U.S. generally accepted accounting principles (“U.S. GAAP”) reporting purposes, and the portfolio investments held by them are included in the consolidated financial statements.

On June 14, 2013, we formed Stellus Capital SBIC, LP (the “SBIC subsidiary”), a Delaware limited partnership, and its general partner, Stellus Capital SBIC GP, LLC, a Delaware limited liability company, as wholly owned subsidiaries of the Company. On June 20, 2014, the SBIC subsidiary received a license from the U.S. Small Business Administration (“SBA”) to operate as a Small Business Investment Company (“SBIC”) under Section 301(c) of the Small Business Investment Company Act of 1958, as amended. The SBIC subsidiary and its general partner are consolidated for U.S. GAAP reporting purposes, and the portfolio investments held by it are included in the consolidated financial statements.

The SBIC license allows the SBIC subsidiary to obtain leverage by issuing SBA-guaranteed debentures, subject to the issuance of a capital commitment by the SBA and other customary procedures. SBA-guaranteed debentures are non-recourse, interest only debentures with interest payable semi-annually and have a ten year maturity. The principal amount of SBA-guaranteed debentures is not required to be paid prior to maturity but may be prepaid at any time without penalty. The interest rate of SBA-guaranteed debentures is fixed on a semi-annual basis at a market-driven spread over U.S. Treasury Notes with 10-year maturities. The SBA, as a creditor, will have a superior claim to the SBIC’s assets over the Company’s stockholders in the event the Company liquidates the SBIC subsidiary or the SBA exercises its remedies under the SBA-guaranteed debentures issued by the SBIC subsidiary upon an event of default. SBA regulations currently limit the amount that a single licensee may borrow to a maximum of $150,000,000 when it has at least $75,000,000 in regulatory capital, as such term is defined by the SBA, receives a capital commitment from the SBA and has been through an examination by the SBA subsequent to licensing. As of September 30, 2018 and December 31, 2017, the SBIC subsidiary had $75,000,000 and $67,500,000 of regulatory capital, respectively, as such term is defined by the SBA, and had $150,000,000 and $90,000,000 of SBA-guaranteed debentures outstanding, respectively. See footnote (2) of the Consolidated Schedule of Investments for additional information regarding the treatment of SBIC investments with respect to the Credit Facility.

As a BDC, we are required to comply with certain regulatory requirements. We were formerly only allowed to employ leverage to the extent that our asset coverage, as defined in the 1940 Act, was equal to at least 200% after giving effect to such leverage. On March 23, 2018, the Small Business Credit Availability Act (the “SBCAA”) was signed into law, which included various changes to regulations under the federal securities laws that impact BDCs. The SBCAA included changes to the 1940 Act to allow BDCs to decrease their asset coverage requirement to 150% from 200% under certain circumstances.

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

On April 4, 2018, the Company’s board of directors (the “Board”), including a “required majority” (as such term is defined in Section 57(o) of the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Board, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act. The Board also approved the submission of a proposal to approve the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, which was approved by shareholders at the Company’s 2018 annual meeting of stockholders. As a result, the asset coverage ratio test applicable to the Company was decreased from 200% to 150%, effective June 28, 2018. The amount of leverage that we employ at any time depends on our assessment of the market and other factors at the time of any proposed borrowing.

The Company’s investment objective is to maximize the total return to its stockholders in the form of current income and capital appreciation through debt and related equity investments in middle-market companies. The Company seeks to achieve its investment objective by originating and investing primarily in private U.S. middle-market companies (typically those with $5,000,000 to $50,000,000 of EBITDA (earnings before interest, taxes, depreciation and amortization)) through first lien, second lien, unitranche and unsecured debt financing, with corresponding equity co-investments. It sources investments primarily through the extensive network of relationships that the principals of Stellus Capital have developed with financial sponsor firms, financial institutions, middle-market companies, management teams and other professional intermediaries.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, certain disclosures accompanying the annual financial statements prepared in accordance with U.S. GAAP are omitted. The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.

In the opinion of management, the unaudited consolidated financial results included herein contain all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of the financial statements for the interim periods included herein. The results of operations for the three and nine months ended September 30, 2018 and September 30, 2017 are not necessarily indicative of the operating results to be expected for the full year. Also, the unaudited consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2017. In accordance with Regulation S-X under the Exchange Act, the Company does not consolidate portfolio company investments. The accounting records of the Company are maintained in U.S. dollars.

Portfolio Investment Classification

The Company classifies its portfolio investments in accordance with the requirements of the 1940 Act as follows: (a) “Control Investments” are defined as investments in which the Company owns more than 25% of the voting securities or has rights to maintain greater than 50% of the board representation, (b) “Affiliate Investments” are defined as investments in which the Company owns between 5% and 25% of the voting securities and does not have rights to maintain greater than 50% of the board representation, and (c) “Non-controlled, non-affiliate investments” are defined as investments that are neither Control Investments or Affiliate Investments.

Cash and Cash Equivalents

At September 30, 2018, cash balances totaling $492,433 exceeded FDIC insurance protection levels of $250,000 by $242,433, subjecting the Company to risk related to the uninsured balance. In addition, at September 30, 2018, the Company held $29,389,990 in cash equivalents, which are carried at cost, which approximates fair value. All of the Company’s cash deposits are held at large established high credit quality financial institutions and management believes that risk of loss associated with any uninsured balances is remote.

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

Cash consists of bank demand deposits. We deem certain U.S. Treasury Bills and other high-quality, short-term debt securities as cash equivalents. At the end of each fiscal quarter, we may take proactive steps to ensure we are in compliance with the RIC diversification requirements under Subchapter M of the Code, which are dependent upon the composition of our total assets at quarter end. We may accomplish this in several ways, including purchasing U.S. Treasury Bills and closing out positions after quarter-end or temporarily drawing down on the Credit Facility (see Note 9). On September 30, 2018, and December 31, 2017, we held no U.S. Treasury Bills.

Fair Value Measurements

We account for substantially all of our financial instruments at fair value in accordance with ASC Topic 820 — Fair Value Measurements and Disclosures (‘‘ASC Topic 820’’). ASC Topic 820 defines fair value, establishes a framework used to measure fair value, and requires disclosures for fair value measurements, including the categorization of financial instruments into a three-level hierarchy based on the transparency of valuation inputs. ASC Topic 820 requires disclosure of the fair value of financial instruments for which it is practical to estimate such value. We believe that the carrying amounts of our financial instruments such as cash, receivables and payables approximate the fair value of these items due to the short maturity of these instruments. This is considered a Level 1 valuation technique. The carrying values of our Credit Facility and SBA-guaranteed debentures approximate fair value because the interest rates adjusts to the market interest rates (Level 3 input). The carrying value of our 2022 Notes (as definited in Note 11 below) is based on the closing price of the security (level 2 input). See Note 6 to the consolidated financial statements for further discussion regarding the fair value measurements and hierarchy.

Consolidation

As permitted under Regulation S-X under the Exchange Act and ASC Topic 946, we generally do not consolidate our investment in a portfolio company other than an investment company subsidiary. Accordingly, we consolidated the results of the SBIC subsidiary and the Taxable Subsidiaries. All intercompany balances have been eliminated upon consolidation.

Use of Estimates

The preparation of the consolidated statements of assets and liabilities in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially.

Deferred Financing Costs, Prepaid Loan Fees on SBA Debentures and Prepaid Loan Structure Fees

Deferred financing costs, prepaid loan fees on SBA-guaranteed debentures and prepaid loan structure fees consist of fees and expenses paid in connection with the closing of our 2022 Notes, Credit Facility (as defined in Note 9 below), and SBA-guaranteed debentures and are capitalized at the time of payment. These costs are presented as a direct deduction to the carrying amount of the respective liability and amortized using the straight line method over the term of the respective instrument.

Offering Costs

Deferred offering costs consist of fees and expenses incurred in connection with the offer and sale of the Company’s common stock, including legal, accounting, printing fees and other related expenses, as well as costs incurred in connection with the filing of a shelf registration statement. These costs are capitalized when incurred and recognized as a reduction of offering proceeds when the offering is consummated and shown on the Consolidated Statement of Changes in Net Assets and Liabilities as a reduction to Paid-in-Capital. During the quarter ended September 30, 2018, the Company incurred $17,898 of costs related to the preparation of a registration statement, which were capitalized and will be treated as discussed above in the event an offering is consummated.

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

Investments

As a BDC, the Company will generally invest in illiquid loans and securities including debt and equity securities of private middle-market companies. Under procedures established by our board of directors, the Company intends to value investments for which market quotations are readily available at such market quotations. The Company will obtain these market values from an independent pricing service or at the median between the bid and ask prices obtained from at least two brokers or dealers (if available, otherwise by a principal market maker or a primary market dealer). Debt and equity securities that are not publicly traded or whose market prices are not readily available will be valued at fair value as determined in good faith by our board of directors. Such determination of fair values may involve subjective judgments and estimates. The Company also engages independent valuation providers to review the valuation of each portfolio investment that does not have a readily available market quotation at least twice annually.

Investments purchased within approximately 90 days of the valuation date will be valued at cost plus accreted discount, or minus amortized premium, which approximates fair value. With respect to unquoted securities, our board of directors, will value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the board of directors will use the pricing indicated by the external event to corroborate and/or assist us in our valuation. Because the Company expects that there will not be a readily available market for many of the investments in its portfolio, the Company expects to value most of its portfolio investments at fair value as determined in good faith by the board of directors using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

In following these approaches, the types of factors that will be taken into account in fair value pricing investments will include, as relevant, but not be limited to:

•

available current market data, including relevant and applicable market trading and transaction comparables;

•

applicable market yields and multiples;

•

security covenants;

•

call protection provisions;

•

information rights;

•

the nature and realizable value of any collateral;

•

the portfolio company’s ability to make payments, its earnings and discounted cash flows and the markets in which it does business;

•

comparisons of financial ratios of peer companies that are public;

•

comparable merger and acquisition transactions; and

•

the principal market and enterprise values.

Revenue Recognition

We record interest income on an accrual basis to the extent such interest is deemed collectible. For loan and debt securities with contractual payment-in-kind (‘‘PIK’’) interest, which represents contractual interest accrued and added to the loan balance that generally becomes due at maturity, we do not accrue PIK interest if the portfolio company valuation indicates that such PIK interest is not collectible. We will not accrue interest on loans and debt securities if we have reason to doubt our ability to collect such interest. Loan origination fees, original issue discount and market discount or premium are capitalized, and we then accrete or amortize such amounts using the effective interest method as interest income. Upon the prepayment of a loan or debt security, any unamortized loan origination fee is recorded as interest income. We record prepayment premiums on loans and debt securities as other income. Dividend income, if any, will be recognized on the ex-dividend date.

To maintain our treatment as a RIC, substantially all of this income must be paid to stockholders in the form of distributions, even if we have not collected any cash.

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation

We measure realized gains or losses by the difference between the net proceeds from the repayment, sale or disposition and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

Investment Transaction Costs

Costs that are material associated with an investment transaction, including legal expenses, are included in the cost basis of purchases and deducted from the proceeds of sales unless such costs are reimbursed by the borrower.

Receivables and Payables for Unsettled Securities Transaction

The Company records all investments on a trade date basis.

U.S. Federal Income Taxes

The Company has elected to be treated as a RIC under Subchapter M of the Code, and to operate in a manner so as to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, among other things, the Company is required to timely distribute to its stockholders at least 90% of investment company taxable income, as defined by the Code, for each year. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. Rather, any tax liability related to income earned by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company.

To avoid a 4% U.S federal excise tax on undistributed earnings, the Company is required to distribute each calendar year the sum of (i) 98% of its ordinary income for such calendar year (ii) 98.2% of its net capital gains for the one-year period ending December 31 (iii) any income recognized, but not distributed, in preceding years and on which the Company paid no federal income tax or the Excise Tax Avoidance Requirement. For this purpose, however, any net ordinary income or capital gain net income retained by us that is subject to corporate income tax for the tax year ending in that calendar year will be considered to have been distributed by year end (or earlier if estimated taxes are paid). The Company, at its discretion, may choose not to distribute all of its taxable income for the calendar year and pay a non-deductible 4% excise tax on this income. If the Company chooses to do so, all other things being equal, this would increase expenses and reduce the amount available to be distributed to stockholders. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, the Company accrues excise taxes on estimated excess taxable income as taxable income is earned. Deducted from other general and administrative expense for the nine months ended September 30, 2018 is a refund receivable of the estimated excise tax paid relating to the years ended December 31, 2017 and 2016 totaling $63,144. Included in other general and administrative expenses for the nine months ended September 30, 2017 is an additional estimate of $14,985 related to the excise tax for the year ended December 31, 2016.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions deemed to meet a “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the applicable period. As of September 30, 2018 and December 31, 2017, the Company had not recorded a liability for any unrecognized tax positions. Management’s evaluation of uncertain tax positions may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof. The Company’s policy is to include interest and penalties related to income taxes, if applicable, in general and administrative expenses. Any expenses for the three and nine months ended September 30, 2018 and 2017, were de minimis.

On December 22, 2017, the “Tax Cuts and Jobs Act” legislation was signed into law. The Tax Cuts and Jobs Act includes significant changes to the U.S. corporate tax system, including a reduction in the U.S. corporate income tax rate from 35% to 21%. ASC 740, Income Taxes, requires the effect of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. As such, we have accounted for the tax effects as a result of the Tax Cuts and Jobs Act beginning with the period ending December 31, 2017.

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

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

The Taxable Subsidiaries use the liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, using statutory tax rates in effect for the year in which the temporary differences are expected to reverse. A valuation allowance is provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. Taxable income generally excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.

For the three and nine months ended September 30, 2018, the Company recorded deferred income tax provision of $25,159 and $34,353, respectively, related to the Taxable Subsidiaries. For the three and nine months ended September 30, 2017, the Company recorded deferred income tax benefit of $0 and $8,593, respectively, related to the Taxable Subsidiaries. In addition, as of September 30, 2018 and December 31, 2017, the Company had a deferred tax liability of $34,353 and $0, respectively.

Earnings per Share

Basic per share calculations are computed utilizing the weighted average number of shares of common stock outstanding for the period. The Company has no common stock equivalents. As a result, there is no difference between diluted earnings per share and basic per share amounts.

Paid In Capital

The Company records the proceeds from the sale of its common stock on a net basis to (i) capital stock and (ii) paid in capital in excess of par value, excluding all commissions and marketing support fees.

Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance in this ASU supersedes the revenue recognition requirements in Revenue Recognition (Topic 605). Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The update is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The guidance was effective for the Company as of January 1, 2018. Note, the guidance exempts interest income from the above guidance, indicating recognition will remain the same. Stellus will continue to recognize origination fees over the life of the loan. Repayment penalty fees will be recognized immediately if a repayment is made and miscellaneous fees such as administration fees will be recognized on the contract renewal date or other discrete point in time per the credit agreement. Per the Topic 606 update, the Company’s timing of its revenue recognition will remain the same for the identified revenue streams as previously reported.

In November 2015, the FASB issued ASU 2015-17 — Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. ASU 2015-17 requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. It simplifies the current guidance, which requires entities to separately present deferred tax assets and liabilities as current or noncurrent in a classified balance sheet. The guidance was effective for the Company as of January 1, 2017 and there has been no material impact on its consolidated financial statement.

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

In January 2016, the FASB issued ASU No. 2016-01 — Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods therein. The Company adopted this standard effective January 1, 2018, which has not had a material impact on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15 — Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The new guidance addresses the classification of various transactions including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, distributions received from equity method investments, beneficial interests in securitization transactions, and others. The update is effective for annual periods beginning after December 31, 2018, and interim periods within those annual periods. While the Company is currently assessing the impact of the guidance, it does not expect any impact of this new guidance on its consolidated financial statements to be material.

In August 2018, the FASB issued ASU No. 2018-13 — Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 is part of the disclosure framework project, which primarily focuses on improving the effectiveness of disclosures in the notes to financial statements. The amendments in this update remove, modify, and add certain disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. The update is effective for annual periods beginning after December 31, 2019, and interim periods within those annual periods. The Company is currently assessing the impact of the guidance, however it does not expect any impact of this new guidance on its consolidated financial statements to be material.

From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company as of the specified effective date. We believe the impact of the recently issued standards and any that are not yet effective will not have a material impact on our consolidated financial statements upon adoption.

NOTE 2 — RELATED PARTY ARRANGEMENTS

Investment Advisory Agreement

The Company has entered into an investment advisory agreement with Stellus Capital pursuant to which Stellus Capital serves as its investment adviser. Pursuant to this agreement, the Company has agreed to pay to Stellus Capital an annual base management fee of 1.75% of gross assets, including assets purchased with borrowed funds or other forms of leverage and excluding cash and cash equivalents, and an incentive fee.

For the three and nine months ended September 30, 2018, the Company recorded an expense for base management fees of $2,172,948 and $5,970,867, respectively. For the three and nine months ended September 30, 2017, the Company recorded an expense for base management fees of $1,546,781 and $4,634,318, respectively. As of September 30, 2018 and December 31, 2017, $1,422,948 and $1,621,592, respectively, were payable to Stellus Capital.

The incentive fee has two components, investment income and capital gains, as follows:

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

Income Incentive Fee

The income component (“Income Incentive Fee”) is calculated, and payable to the Advisor, quarterly in arrears based on the Company’s pre-incentive fee net investment income for the immediately preceding calendar quarter, subject to a cumulative total return requirement and to deferral of non-cash amounts. The pre-incentive fee net investment income, which is expressed as a rate of return on the value of the Company’s net assets attributable to the Company’s common stock, for the immediately preceding calendar quarter, has a 2.0% hurdle rate (also referred to as the “Hurdle”). Pre-incentive fee net investment income means interest income, dividend income and any other income accrued during the calendar quarter, minus the Company’s operating expenses for the quarter excluding the incentive fee. Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income that the Company has not yet received in cash. The Advisor receives no incentive fee for any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the Hurdle. Subject to the cumulative total return requirement described below, the Advisor receives 100% of the Company’s pre-incentive fee net investment income for any calendar quarter with respect to that portion of the pre-incentive net investment income for such quarter, if any, that exceeds the Hurdle but is less than 2.5% of net assets (also referred to as the “Catch-up”) and 20.0% of the Company’s pre-incentive fee net investment income for such calendar quarter, if any, greater than 2.5% of net assets.

The foregoing incentive fee is subject to a total return requirement, which provides that no incentive fee in respect of the Company’s pre-incentive fee net investment income is payable except to the extent 20.0% of the cumulative net increase in net assets resulting from operations over the then current and 11 preceding calendar quarters exceeds the cumulative incentive fees accrued and/or paid for the 11 preceding quarters. In other words, any Income Incentive Fee that is payable in a calendar quarter is limited to the lesser of (i) 20% of the amount by which the Company’s pre-incentive fee net investment income for such calendar quarter exceeds the 2.0% hurdle, subject to the Catch-up, and (ii) (x) 20% of the cumulative net increase in net assets resulting from operations for the then current and 11 preceding quarters minus (y) the cumulative incentive fees accrued and/or paid for the 11 preceding calendar quarters. For the foregoing purpose, the “cumulative net increase in net assets resulting from operations” is the amount, if positive, of the sum of pre-incentive fee net investment income, realized gains and losses and unrealized appreciation and depreciation of the Company for the then current and 11 preceding calendar quarters. In addition, the Advisor is not paid the portion of such incentive fee that is attributable to deferred interest until the Company actually receives such interest in cash.

For the three and nine months ended September 30, 2018, the Company incurred $1,565,301 and $3,846,441, respectively, of Income Incentive Fees. For the three and nine months ended September 30, 2017, the Company incurred $462,743 and $2,718,586 respectively, of Income Incentive Fees. As of September 30, 2018 and December 31, 2017, $1,795,933 and $371,647, respectively, of such Income Incentive Fees were payable to the Advisor, of which $1,524,330 and $175,738, respectively, were currently payable (as explained below). As of September 30, 2018 and December 31, 2017, $253,603 and $195,909 respectively, of Income Incentive Fees incurred but not paid by the Company were generated from deferred interest (i.e. PIK interest, certain discount accretion and deferred interest) and are not payable until such deferred amounts are received by the Company in cash.

Capital Gains Incentive Fee

The Company also pays the Advisor an incentive fee based on capital gains (the “Capital Gains Incentive Fee”). The Capital Gains Incentive Fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the investment management agreement, as of the termination date). The Capital Gains Incentive Fee is equal to 20.0% of the Company’s cumulative aggregate realized capital gains from Inception through the end of that calendar year, computed net of the cumulative aggregate realized capital losses and cumulative aggregate unrealized capital depreciation through the end of such year. The aggregate amount of any previously paid Capital Gains Incentive Fees is subtracted from such Capital Gains Incentive Fee calculated.

U.S. GAAP requires that the incentive fee accrual considers the cumulative aggregate realized gains and losses and unrealized capital appreciation or depreciation of investments or other financial instruments in the calculation, as an incentive fee would be payable if such realized gains and losses and unrealized capital appreciation or depreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the investment advisory agreement. There can be no assurance that unrealized appreciation or depreciation will be realized in the future. Accordingly, such fees, as calculated and accrued, may not necessarily be payable under the investment advisory agreement, and may never be paid based upon the computation of incentive fees in subsequent periods. For the three and three and nine months ended September 30, 2018, the Company accrued $651,231 and $1,173,250, respectively, related to the Capital Gains incentive fee. The Company incurred no Capital Gains incentive fee for the three and nine months ended September 30, 2017. As of September 30, 2018 and December 31, 2017, the Company had accrued $1,173,250 and $0 in Capital Gains incentive fees, respectively, none of which are currently payable.

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

The following tables summarize the components of the incentive fees discussed above:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2018		2017		2018		2017
Income Incentive Fees Incurred	$	1,565,301	$	462,743	$	3,846,441	$	2,718,586
Capital Gains Incentive Fee Accrued		651,231		—		1,173,250		—
Incentive Fee Expense	$	2,216,532	$	462,743	$	5,019,691	$	2,718,586

	September 30,		December 31,
	2018		2017
Income Incentive Fee Currently Payable	$	1,542,330	$	175,738
Income Incentive Fee Deferred		253,603		195,909
Income Incentive Fee Payable	$	1,795,933	$	371,647

	September 30,		December 31,
	2018		2017
Capital Gains Incentive Fee Currently Payable	$	—	$	—
Capital Gains Incentive Fee Deferred		1,173,250		—
Capital Gains Incentive Fee Payable	$	1,173,250	$	—

Director Fees

For the three and nine months ended September 30, 2018, the Company recorded an expense relating to director fees of $73,000 and $244,000, respectively. For the three and nine months ended September 30, 2017, the Company recorded an expense relating to director fees of $83,000 and $254,000, respectively. As of both September 30, 2018 and December 31, 2017, no fees were payable to the Company’s independent directors.

Co-Investments

The Company has received exemptive relief from the SEC to co-invest with investment funds managed by Stellus Capital where doing so is consistent with its investment strategy as well as applicable law (including the terms and conditions of the exemptive relief order issued by the SEC). Under the terms of the relief permitting us to co-invest with other funds managed by Stellus Capital, a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Company’s independent directors must make certain conclusions in connection with a co-investment transaction, including (1) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to the Company and its stockholders and do not involve overreaching of the Company or its stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of the Company’s stockholders and is consistent with its investment objectives and strategies. The Company intends to co-invest, subject to the conditions included in the exemptive order the Company received from the SEC, with private credit funds managed by Stellus Capital that have an investment strategy that is identical to the Company’s investment strategy. The Company believes that such co-investments may afford it additional investment opportunities and an ability to achieve greater diversification.

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

Administrative Agent

The Company serves as the administrative agent on certain investment transactions, including co-investments with its affiliates under the exemptive relief order. As of September 30, 2018 and December 31, 2017, there was no cash due to other investment funds related to interest paid by a borrower to the Company as administrative agent. Any such amount would be included in “Other Accrued Expenses and Liabilities” on the Consolidated Statement of Assets and Liabilities.

License Agreement

The Company has entered into a license agreement with Stellus Capital under which Stellus Capital has agreed to grant the Company a non-exclusive, royalty-free license to use the name “Stellus Capital.” Under this agreement, the Company has a right to use the “Stellus Capital” name for so long as Stellus Capital or one of its affiliates remains its investment adviser. Other than with respect to this limited license, the Company has no legal right to the “Stellus Capital” name.

Administration Agreement

The Company has entered into an administration agreement with Stellus Capital pursuant to which Stellus Capital will furnish the Company with office facilities and equipment and will provide the Company with the clerical, bookkeeping, recordkeeping and other administrative services necessary to conduct day-to-day operations. Under this administration agreement, Stellus Capital will perform, or oversee the performance of, the Company’s required administrative services, which includes, among other things, being responsible for the financial records which the Company is required to maintain and preparing reports to its stockholders and reports filed with the SEC.

Included in administrative services expense for the three and nine months ended September 30, 2018, the Company recorded expenses of $294,480 and $871,985, respectively, relating to the administration agreement. Included in administrative services expense for the three and nine months ended September 30, 2017, the Company recorded expenses of $277,676 and $837,871, respectively, relating to the administration agreement with Stellus Capital. As of September 30, 2018 and December 31, 2017, $294,480 and $279,141, respectively, remained payable to Stellus Capital relating to the administration agreement.

Indemnifications

The investment advisory agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations under the investment advisory agreement, Stellus Capital and its officers, managers, partners, agents, employees, controlling persons and members, and any other person or entity affiliated with it, are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of Stellus Capital’s services under the investment advisory agreement or otherwise as our investment adviser.

NOTE 3 — DISTRIBUTIONS

Distributions are generally declared by the Company’s board of directors each calendar quarter, paid monthly and recognized as distribution liabilities on the ex-dividend date. The Company intends to distribute net realized gains (i.e., net capital gains in excess of net capital losses), if any, at least annually. The stockholder distributions, if any, will be determined by the board of directors. Any distribution to stockholders will be declared out of assets legally available for distribution.

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

The following table reflects the Company’s distributions declared and paid or to be paid on its common stock since Inception:

Date Declared	Record Date	Payment Date	Per Share
Fiscal 2012
December 7, 2012	December 21, 2012	December 27, 2012	$	0.1812
Fiscal 2013
March 7, 2013	March 21, 2013	March 28, 2013	$	0.3400
June 7, 2013	June 21, 2013	June 28, 2013	$	0.3400
August 21, 2013	September 5, 2013	September 27, 2013	$	0.3400
November 22, 2013	December 9, 2013	December 23, 2013	$	0.3400
Fiscal 2014
December 27, 2013	January 15, 2014	January 24, 2014	$	0.0650
January 20, 2014	January 31, 2014	February 14, 2014	$	0.1133
January 20, 2014	February 28, 2014	March 14, 2014	$	0.1133
January 20, 2014	March 31, 2014	April 15, 2014	$	0.1133
April 17, 2014	April 30, 2014	May 15, 2014	$	0.1133
April 17, 2014	May 30, 2014	June 16, 2014	$	0.1133
April 17, 2014	June 30, 2014	July 15, 2014	$	0.1133
July 7, 2014	July 31, 2014	August 15, 2014	$	0.1133
July 7, 2014	August 29, 2014	September 15, 2014	$	0.1133
July 7, 2014	September 30, 2014	October 15, 2014	$	0.1133
October 15, 2014	October 31, 2014	November 14, 2014	$	0.1133
October 15, 2014	November 28, 2014	December 15, 2014	$	0.1133
October 15, 2014	December 31, 2014	January 15, 2015	$	0.1133
Fiscal 2015
January 22, 2015	February 2, 2015	February 13, 2015	$	0.1133
January 22, 2015	February 27, 2015	March 13, 2015	$	0.1133
January 22, 2015	March 31, 2015	April 15, 2015	$	0.1133
April 15, 2015	April 30, 2015	May 15, 2015	$	0.1133
April 15, 2015	May 29, 2015	June 15, 2015	$	0.1133
April 15, 2015	June 30, 2015	July 15, 2015	$	0.1133
July 8, 2015	July 31, 2015	August 14, 2015	$	0.1133
July 8, 2015	August 31, 2015	September 15, 2015	$	0.1133
July 8, 2015	September 20, 2015	October 15, 2015	$	0.1133
October 14, 2015	October 30, 2015	November 13, 2015	$	0.1133
October 14, 2015	November 30, 2015	December 15, 2015	$	0.1133
October 14, 2015	December 31, 2015	January 15, 2016	$	0.1133
Fiscal 2016
January 13, 2016	January 29, 2016	February 15, 2016	$	0.1133
January 13, 2016	February 29, 2016	March 15, 2016	$	0.1133
January 13, 2016	March 31, 2016	April 15, 2016	$	0.1133
April 15, 2016	April 29, 2016	May 13, 2016	$	0.1133
April 15, 2016	May 31, 2016	June 15, 2016	$	0.1133
April 15, 2016	June 30, 2016	July 15, 2016	$	0.1133
July 7, 2016	July 29, 2016	August 15, 2016	$	0.1133
July 7, 2016	August 31, 2016	September 15, 2016	$	0.1133
July 7, 2016	September 30, 2016	October 14, 2016	$	0.1133
October 7, 2016	October 31, 2016	November 15, 2016	$	0.1133
October 7, 2016	November 30, 2016	December 15, 2016	$	0.1133
October 7, 2016	December 30, 2016	January 13, 2017	$	0.1133

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

Fiscal 2017
January 13, 2017	January 31, 2017	February 15, 2017	$	0.1133
January 13, 2017	February 28, 2017	March 15, 2017	$	0.1133
January 13, 2017	March 31, 2017	April 14, 2017	$	0.1133
April 14, 2017	April 28, 2017	May 15, 2017	$	0.1133
April 14, 2017	May 31, 2017	June 15, 2017	$	0.1133
April 14, 2017	June 30, 2017	July 14, 2017	$	0.1133
July 7, 2017	July 31, 2017	August 15, 2017	$	0.1133
July 7, 2017	August 31, 2017	September 15, 2017	$	0.1133
July 7, 2017	September 29, 2017	October 13, 2017	$	0.1133
October 12, 2017	October 31, 2017	November 15, 2017	$	0.1133
October 12, 2017	November 30, 2017	December 15, 2017	$	0.1133
October 12, 2017	December 29, 2017	January 12, 2018	$	0.1133
Fiscal 2018
January 11, 2018	January 31, 2018	February 15, 2018	$	0.1133
January 11, 2018	February 28, 2018	March 15, 2018	$	0.1133
January 11, 2018	March 29, 2018	April 13, 2018	$	0.1133
April 16, 2018	April 30, 2018	May 15, 2018	$	0.1133
April 16, 2018	May 31, 2018	June 15, 2018	$	0.1133
April 16, 2018	June 29, 2018	July 13, 2018	$	0.1133
July 12, 2018	July 31, 2018	August 15, 2018	$	0.1133
July 12, 2018	August 31, 2018	September 14, 2018	$	0.1133
July 12, 2018	September 28, 2018	October 15, 2018	$	0.1133

Total			$	8.0643

The Company has adopted an “opt out” dividend reinvestment plan (“DRIP”) pursuant to which a stockholder will receive distributions in shares of the Company’s common stock under the Company’s DRIP unless it elects to receive distributions in cash. Although distributions paid in the form of additional shares of the Company’s common stock will generally be subject to U.S. federal, state and local taxes in the same manner as cash distributions, investors participating in the Company’s DRIP will not receive any corresponding cash distributions with which to pay any such applicable taxes. Any distributions reinvested through the issuance of shares through the Company’s DRIP will increase the Company’s gross assets on which the base management fee and the incentive fee are determined and paid to Stellus Capital. The Company issued 0 and 7,931 shares, respectively, through the DRIP during the three and nine months ended September 30, 2018. No new shares were issued in connection with the DRIP during the three and nine months ended September 30, 2017.

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

NOTE 4 — EQUITY OFFERINGS AND RELATED EXPENSES

The table below illustrates the number of common stock shares the Company issued since inception through various equity offerings and pursuant to the Company’s DRIP.

											Average
	Number of		Gross		Underwriting		Offering		Net		Offering
Issuance of Common Stock	Shares		Proceeds ⁽¹⁾⁽²⁾		fees		Expenses		Proceeds		Price
Year ended December 31, 2012		12,035,023	$	180,522,093	$	4,959,720	$	835,500	$	174,726,873	$	14.90
Year ended December 31, 2013		63,998		899,964		—		—		899,964		14.06
Year ended December 31, 2014		380,936		5,485,780		75,510		29,904		5,380,366		14.47
Year ended December 31, 2017		3,465,922		48,741,406		1,358,880		307,021		47,075,505		14.06
Year to date September 30, 2018		7,931		94,018		—		—		94,018		11.95
Total		15,953,810	$	235,743,261	$	6,394,110	$	1,172,425	$	228,176,726

(1)

Net of partial share redemptions. Such share redemptions reduced gross proceeds by $770, $142, $29 and $31 in 2018, 2017, 2016 and 2015, respectively.

(2)

Includes common shares issued under the DRIP of $94,788 during the nine months ended September 30, 2018, $0 for the years ended 2017, 2016 and 2015, and $390,505, $938,385, $113,000 for the years ended 2014, 2013, and 2012, respectively.

The Company issued 3,162,500 shares in a secondary offering and 303,422 shares in connection with the ATM program during the year ended December 31, 2017. Gross proceeds resulting from the secondary offering totaled $44,591,250 and underwriting and other expenses totaled $1,530,632. The per share offering price for the secondary offering was $14.10. Gross proceeds resulting from the ATM Program in 2017 totaled $4,150,299 and underwriting and other expenses totaled $135,270. The average per share offering price of shares issued in the ATM Program during 2017 was $13.68.

NOTE 5 — NET INCREASE IN NET ASSETS PER COMMON SHARE

The following information sets forth the computation of net increase in net assets resulting from operations per common share for the three and nine ended September 30, 2018 and September 30, 2017.

	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2018		2017		2018		2017
Net increase in net assets resulting from operations	$	8,884,517	$	5,636,598	$	23,831,692	$	17,706,116
Average common shares		15,953,810		15,668,415		15,953,491		14,510,408
Basic and diluted earnings per common share	$	0.56	$	0.36	$	1.49	$	1.22

NOTE 6 — PORTFOLIO INVESTMENTS AND FAIR VALUE

In accordance with the authoritative guidance on fair value measurements and disclosures under U.S. GAAP, the Company discloses the fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows:

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

Level 2 — Quoted prices in markets that are not considered to be active or financial instruments for which significant inputs are observable, either directly or indirectly;

Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

The level of an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by management.

The Company considers whether the volume and level of activity for the asset or liability have significantly decreased and identifies transactions that are not orderly in determining fair value. Accordingly, if the Company determines that either the volume and/or level of activity for an asset or liability has significantly decreased (from normal conditions for that asset or liability) or price quotations or observable inputs are not associated with orderly transactions, increased analysis and management judgment will be required to estimate fair value. Valuation techniques such as an income approach might be appropriate to supplement or replace a market approach in those circumstances.

At September 30, 2018, the Company had investments in 53 portfolio companies. The total fair value and cost of the investments were $478,004,195 and $470,747,220, respectively. The composition of our investments as of September 30, 2018 is as follows:

	Cost		Fair Value
Senior Secured – First Lien⁽¹⁾	$	257,227,103	$	258,466,731
Senior Secured – Second Lien		166,715,467		163,445,000
Unsecured Debt		25,406,893		24,395,906
Equity		21,397,757		31,696,558
Total Investments	$	470,747,220	$	478,004,195

(1) Includes unitranche investments, which account for 21.2% of our portfolio at fair value. Unitranche structures may combine characteristics of first lien senior secured as well as second lien and/or subordinated loans and our unitranche loans will expose us to the risks associated with the second lien and subordinated loans to the extent we invest in the “last-out” tranche.

At December 31, 2017, the Company had investments in 48 portfolio companies. The composition of our investments as of December 31, 2017 was as follows:

	Cost		Fair Value
Senior Secured – First Lien⁽¹⁾	$	140,915,106	$	141,006,923
Senior Secured – Second Lien		181,164,730		178,432,850
Unsecured Debt		27,903,141		27,430,000
Equity		18,470,229		24,969,999
Total Investments	$	368,453,206	$	371,839,772

(1) Includes unitranche investments, which account for 13.2% of our portfolio at fair value. Unitranche structures may combine characteristics of first lien senior secured as well as second lien and/or subordinated loans and our unitranche loans will expose us to the risks associated with the second lien and subordinated loans to the extent we invest in the “last-out” tranche.

The Company’s investment portfolio may contain loans that are in the form of lines of credit or revolving credit facilities, which require the Company to provide funding when requested by portfolio companies in accordance with the terms and conditions of the underlying loan agreements. As of September 30, 2018 and December 31, 2017, the Company had unfunded commitments of $17,672,293 and $8,686,667, respectively, to provide debt financing to twelve and four portfolio companies, respectively. The Company maintains sufficient liquidity to fund such unfunded commitments should the need arise.

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

The fair values of our investments disaggregated into the three levels of the fair value hierarchy based upon the lowest level of significant input used in the valuation as of September 30, 2018 are as follows:

	Quoted Prices
	in Active
	Markets		Significant Other		Significant
	for Identical		Observable		Unobservable
	Securities		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Senior Secured – First Lien	$	—	$	—	$	258,466,731	$	258,466,731
Senior Secured – Second Lien		—		—		163,445,000		163,445,000
Unsecured Debt		—		—		24,395,906		24,395,906
Equity		—		—		31,696,558		31,696,558
Total Investments	$	—	$	—	$	478,004,195	$	478,004,195

The fair values of our investments disaggregated into the three levels of the fair value hierarchy based upon the lowest level of significant input used in the valuation as of December 31, 2017 are as follows:

	Quoted Prices
	in Active
	Markets		Significant Other		Significant
	for Identical		Observable		Unobservable
	Securities		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Senior Secured – First Lien	$	—	$	—	$	141,006,923	$	141,006,923
Senior Secured – Second Lien		—		—		178,432,850		178,432,850
Unsecured Debt		—		—		27,430,000		27,430,000
Equity		—		—		24,969,999		24,969,999
Total Investments	$	—	$	—	$	371,839,772	$	371,839,772

The following table shows the changes in aggregate values of Level 3 portfolio investments during the nine months ended September 30, 2018:

	Senior Secured			Senior Secured
	Loans - First			Loans - Second			Unsecured
	Lien			Lien			Debt			Equity			Total
Fair value at beginning of year	$	141,006,923		$	178,432,850		$	27,430,000		$	24,969,999		$	371,839,772
Purchases of investments		162,876,903			28,665,000			251,180			6,542,135			198,335,218
Payment-in-kind interest		86,070			338,403			67,155			—			491,628
Sales and redemptions		(47,195,612	)		(43,972,007	)		(2,903,096	)		(8,797,651	)		(102,868,366	)
Realized gain		—			—			—			5,183,050			5,183,050
Change in unrealized appreciation (depreciation)		1,147,813			(538,586	)		(537,846	)		3,799,025			3,870,406
Amortization of premium and		544,634			519,340			88,513			—			1,152,487
Transfer from Level 2		—			—			—			—			—
Fair value at end of period	$	258,466,731		$	163,445,000		$	24,395,906		$	31,696,558		$	478,004,195
Change in unrealized appreciation (depreciation) on Level 3 investments still held as of September 30, 2018	$	1,314,350		$	(110,966	)	$	(557,846	)	$	5,772,969		$	6,418,507

There were no Level 3 transfers during the nine months ended September 30, 2018.

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

The aggregate values of Level 3 portfolio investments changed during the year ended December 31, 2017 as follows:

	Senior Secured			Senior Secured
	Loans - First			Loans - Second			Unsecured
	Lien			Lien			Debt			Equity			Total
Fair value at beginning of year	$	113,482,205		$	144,521,388		$	70,725,412		$	18,931,886		$	347,660,891
Purchases of investments		85,892,733			73,388,500			6,203,400			6,686,613			172,171,246
Payment-in-kind interest		113,723			319,629			66,244			—			499,596
Sales and redemptions		(57,242,106	)		(47,725,650	)		(49,578,812	)		(9,369,308	)		(163,915,876	)
Transfer from term loan to equity		(864,101	)		—			—			864,101			—
Net realized gain (loss)		(626,949	)		—			—			5,367,925			4,740,976
Change in unrealized appreciation (depreciation)		(126,190	)		(2,146,961	)		(278,564	)		2,488,782			(62,933	)
Amortization of premium and accretion of discount, net		377,608			525,944			292,320			—			1,195,872
Transfer from Level 2		—			9,550,000			—			—			9,550,000
Fair value at end of year	$	141,006,923		$	178,432,850		$	27,430,000		$	24,969,999		$	371,839,772
Change in unrealized depreciation on Level 3 investments still held as of December 31, 2017	$	(498,183	)	$	(1,679,419	)	$	(278,567	)	$	3,465,063		$	1,008,894

During the year ended December 31, 2017, there was one transfer from a Level 2 to a Level 3 because the observable inputs were not available. Transfers are reflected at the value of the securities at the beginning of the period.

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

The following is a summary of geographical concentration of our investment portfolio as of September 30, 2018:

					% of Total
	Cost		Fair Value		Investments
Texas	$	115,892,031	$	115,490,000		24.16	%
California		84,373,582		85,370,000		17.87	%
New Jersey		42,444,132		42,599,990		8.91	%
Illinois		27,610,503		32,130,001		6.72	%
New York		28,098,320		28,746,557		6.02	%
Canada		24,719,966		25,130,000		5.26	%
Arizona		21,645,010		22,281,710		4.66	%
South Carolina		20,947,774		21,400,000		4.48	%
Tennessee		20,285,211		20,280,000		4.25	%
Ohio		19,851,059		20,000,000		4.18	%
Arkansas		15,178,576		15,610,000		3.27	%
Wisconsin		11,528,228		11,530,000		2.41	%
Georgia		5,986,246		9,520,000		1.99	%
Pennsylvania		7,871,388		7,940,937		1.66	%
Indiana		7,376,519		7,375,000		1.54	%
Puerto Rico		8,859,524		5,080,000		1.06	%
North Carolina		4,942,955		4,580,000		0.96	%
Massachusetts		1,317,406		1,740,000		0.36	%
Utah		1,526,485		540,000		0.11	%
Missouri		—		310,000		0.06	%
Florida		242,304		210,000		0.04	%
Virginia		50,001		140,000		0.03	%
	$	470,747,220	$	478,004,195		100.00	%

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

The following is a summary of geographical concentration of our investment portfolio as of December 31, 2017:

					% of Total
	Cost		Fair Value		Investments
Texas	$	109,043,496	$	108,445,000		29.16	%
New Jersey		34,531,876		34,595,527		9.30	%
New York		28,939,268		29,365,000		7.90	%
Canada		26,315,677		26,440,000		7.11	%
California		25,519,753		25,930,000		6.97	%
Illinois		24,250,169		25,700,000		6.91	%
Massachusetts		22,534,191		22,247,850		5.98	%
Arizona		13,565,958		13,840,000		3.72	%
North Carolina		12,248,770		12,499,167		3.36	%
Ohio		10,112,627		9,990,000		2.69	%
Tennessee		9,848,614		9,950,000		2.68	%
Missouri		9,152,087		9,530,000		2.56	%
Georgia		5,929,223		8,329,998		2.24	%
Pennsylvania		7,848,470		8,058,746		2.17	%
Arkansas		7,397,881		7,618,484		2.05	%
Minnesota		5,421,770		5,420,000		1.46	%
Puerto Rico		8,827,864		5,080,000		1.37	%
Washington		4,172,743		4,520,000		1.22	%
Alabama		1,206,682		2,880,000		0.77	%
Utah		1,293,782		880,000		0.24	%
Florida		242,304		420,000		0.11	%
Virginia		50,001		100,000		0.03	%
	$	368,453,206	$	371,839,772		100.00	%

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

The following is a summary of industry concentration of our investment portfolio as of September 30, 2018:

					% of Total
	Cost		Fair Value		Investments
Services: Business	$	57,749,897	$	61,935,000		12.96	%
Healthcare & Pharmaceuticals		42,497,041		39,551,710		8.27	%
Software		37,398,848		38,580,000		8.07	%
Finance		34,175,289		37,562,742		7.85	%
Beverage, Food, & Tobacco		30,478,074		29,490,000		6.17	%
Retail		28,937,764		29,389,990		6.15	%
Media: Broadcasting & Subscription		27,503,761		27,873,815		5.82	%
Education		25,398,540		25,040,000		5.24	%
Consumer Goods: Durable		24,431,451		24,710,000		5.17	%
Energy: Oil & Gas		23,257,986		24,445,001		5.11	%
High Tech Industries		24,613,011		24,370,000		5.10	%
Construction & Building		17,955,174		18,250,000		3.82	%
Services: Consumer		17,826,070		18,010,000		3.77	%
Automotive		17,441,419		17,540,937		3.67	%
Consumer goods: non-durable		13,939,171		14,050,000		2.94	%
Containers, Packaging, & Glass		11,528,228		11,530,000		2.41	%
Chemicals, Plastics, & Rubber		11,684,846		11,355,000		2.38	%
Capital Equipment		7,543,793		8,010,000		1.68	%
Transportation: Cargo		6,802,534		6,840,000		1.43	%
Insurance		5,421,369		5,480,000		1.15	%
Hotel, Gaming, & Leisure		3,166,829		3,390,000		0.71	%
Environmental Industries		946,124		460,000		0.10	%
Services: Government		50,001		140,000		0.03	%
	$	470,747,220	$	478,004,195		100.00	%

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

The following is a summary of industry concentration of our investment portfolio as of December 31, 2017:

					% of Total
	Cost		Fair Value		Investments
Software	$	48,560,675	$	48,997,850		13.18	%
Healthcare & Pharmaceuticals		41,192,879		37,829,167		10.17	%
High Tech Industries		36,058,477		35,460,000		9.54	%
Finance		26,500,097		28,330,000		7.62	%
Services: Business		23,386,714		25,749,999		6.93	%
Capital Equipment		24,300,027		24,170,000		6.50	%
Media: Broadcasting & Subscription		21,680,239		23,665,000		6.36	%
Chemicals, Plastics, & Rubber		20,825,458		21,145,000		5.69	%
Services: Consumer		17,862,616		18,070,000		4.86	%
Construction & Building		17,913,413		17,980,000		4.84	%
Education		17,197,396		17,335,526		4.66	%
Consumer Goods: Durable		16,559,947		16,798,484		4.52	%
Consumer goods: non-durable		13,250,000		13,250,000		3.56	%
Retail		8,288,083		8,280,000		2.23	%
Automotive		7,848,470		8,058,746		2.17	%
Transportation: Cargo		6,785,894		6,840,000		1.84	%
Energy: Oil & Gas		6,766,968		6,700,000		1.80	%
Insurance		5,410,226		5,500,000		1.48	%
Beverage, Food, & Tobacco		3,964,242		3,580,000		0.96	%
Hotel, Gaming, & Leisure		3,284,942		3,420,000		0.92	%
Environmental Industries		766,442		580,000		0.16	%
Services: Government		50,001		100,000		0.03	%
	$	368,453,206		371,839,772		100.00	%

The following provides quantitative information about Level 3 fair value measurements as of September 30, 2018:

Description:

Fair Value

Valuation Technique

Unobservable Inputs

Range (Average) (1) (3)

HY credit spreads,

-4.89 to 5.03% (-1.42%)

Income/Market

Risk free rates

-1.54% to 1.90% (0.78%)

First lien debt

258,466,731

approach ⁽²⁾

Market multiples

5x to 21x (12x)⁽⁴⁾

HY credit spreads,

-1.58% to 4.27% (0.05%)

Income/Market

Risk free rates

0.56% to 1.85% (1.18%)

Second lien debt

163,445,000

approach ⁽²⁾

Market multiples

7x to 16x (12x)⁽⁴⁾

HY credit spreads,

-0.93% to 3.43% (0.55%)

Income/Market

Risk free rates

0.23% to 2.03% (1.06%)

Unsecured debt

24,395,906

approach ⁽²⁾

Market multiples

1x to 14x (5x)⁽⁴⁾

Underwriting multiple/

Equity investments

31,696,558

Market approach ⁽⁵⁾

EBITDA Multiple

1x to 14x (10x)

Total Long Term Level 3 Investments

478,004,195

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

(1)

Weighted average based on fair value as of September 30, 2018.

(2)

Included but not limited to (a) the market approach which is used to determine sufficient enterprise value, and (b) the income approach which is based on discounting future cash flows using an appropriate market yield.

(3)

The Company calculates the price of the loan by discounting future cash flows, which include forecasted future LIBOR rates based on the published forward LIBOR curve at the valuation date, using an appropriate yield calculated as of the valuation date. This yield is calculated based on the loan’s yield at the original investment and is adjusted as of the valuation date based on: changes in comparable credit spreads, changes in risk free interest rates (per swap rates), and changes in credit quality (via an estimated shadow rating). Significant movements in any of these factors could result in a significantly lower or higher fair value measurement. As an example, the “Range (Average)” for second lien debt instruments in the table above indicates that the change in the HY spreads between the date a loan closed and the valuation date ranged from -1.58% (-158 basis points) to 4.27% (427 basis points). The average of all changes was 0.05% (5 basis points).

(4)

Median of LTM (last twelve months) EBITDA multiples of comparable companies.

(5)

The primary significant unobservable input used in the fair value measurement of the Company’s equity investments is the EBITDA multiple (the “Multiple”). Significant increases (decreases) in the Multiple in isolation could result in a significantly higher (lower) fair value measurement. To determine the Multiple for the market approach, the Company considers current market trading and/or transaction multiple, portfolio company performance (financial ratios) relative to public and private peer companies and leverage levels, among other factors. Changes in one or more of these factors can have a similar directional change on other factors in determining the appropriate Multiple to use in the market approach.

The following provides quantitative information about Level 3 fair value measurements as of December 31, 2017:

Description:

Fair Value

Valuation Technique

Unobservable Inputs

Range (Average) ^{(1) (3)}

HY credit spreads,

-3.73% to 5.53% (-0.81%)

Income/Market

Risk free rates

-0.24% to 1.12% (0.54%)

First lien debt

141,006,923

approach ⁽²⁾

Market multiples

11x to 13x (12x)⁽⁴⁾

HY credit spreads,

-2.52% to 4.78% (-0.58%)

Income/Market

Risk free rates

-0.28% to 1.01% (0.39%)

Second lien debt

178,432,850

approach ⁽²⁾

Market multiples

8x to 8x (8x)⁽⁴⁾

HY credit spreads,

-0.67% to 3.93% (0.89%)

Income/Market

Risk free rates

0.12% to 1.18% (0.52%)

Unsecured debt

27,430,000

approach ⁽²⁾

Market multiples

1x to 14x (13x)⁽⁴⁾

Underwriting multiple/

Equity investments

24,969,999

Market approach ⁽⁵⁾

EBITDA Multiple

1x to 15x (9x)

Total Long Term Level 3 Investments

371,839,772

(1)

Weighted average based on fair value as of December 31, 2017.

(2)

Including but not limited to (a) the market approach which is used to determine sufficient enterprise value, and (b) the income approach which is based on discounting future cash flows using an appropriate market yield.

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

(3)

The Company calculates the price of the loan by discounting future cash flows, which include forecasted future LIBOR rates based on the published forward LIBOR curve at the valuation date, using an appropriate yield calculated as of the valuation date. This yield is calculated based on the loan’s yield at the original investment and is adjusted as of the valuation date based on: changes in comparable credit, changes in risk free interest rates (per swap rates), and changes in credit quality (via an estimated shadow rating). Significant movements in any of these factors could result in a significantly lower or higher fair value measurement. As an example, the “Range (Average)” for first lien debt instruments in the table above indicates that the change in the HY spreads between the date a loan closed and the valuation date ranged from -3.73% (-373 basis points) to 5.53% (553 basis points). The average of all changes was -0.81%.

(4)

Median of LTM (last twelve months) EBITDA multiples of comparable companies.

(5)

NOTE 7 — COMMITMENTS AND CONTINGENCIES

The Company is currently not subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our business, financial condition or results of operations.

As of September 30, 2018 and December 31, 2017, the Company had unfunded commitments of $17,672,293 and $8,686,667, respectively, to provide debt financing for twelve and four portfolio companies, respectively. As of September 30, 2018, the Company had sufficient liquidity to fund such unfunded commitments should the need arise.

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

NOTE 8 — FINANCIAL HIGHLIGHTS
	For the			For the
	nine months			nine months
	ended			ended
	September 30, 2018			September 30, 2017
	(unaudited)			(unaudited)
Per Share Data: ⁽¹⁾
Net asset value at beginning of period	$	13.81		$	13.69
Net investment income		0.93			0.93
Change in unrealized appreciation (depreciation)		0.25			(0.02	)
Net realized gain		0.32			0.31
Total from investment operations	$	1.50		$	1.22

Offering Cost		—			(0.02	)
Stockholder distributions from:
Net investment income		(1.02	)		(1.02	)
Other⁽⁷⁾		—			(0.02	)
Net asset value at end of period	$	14.29		$	13.85

Per share market value at end of period	$	13.64		$	13.65
Total return based on market value⁽²⁾		11.6	%		21.8	%
Weighted average shares outstanding		15,953,810			14,510,408

	For the			For the
	nine months			nine months
	ended			ended
	September 30, 2018			September 30, 2017
	(unaudited)			(unaudited)
Ratio/Supplemental Data:
Net assets at end of period	$	227,905,084		$	219,536,042
Weighted Average net assets	$	222,361,364		$	187,011,680
Annualized ratio of gross operating expenses to net assets⁽³⁾⁽⁶⁾		13.97	%		11.71	%
Annualized ratio of interest expense and other fees to net assets⁽³⁾		5.36	%		4.21	%
Annualized ratio of net investment income to net assets⁽³⁾⁽⁶⁾		8.89	%		9.70	%
Portfolio Turnover⁽⁴⁾		23.11	%		33.38	%
Notes payable	$	48,875,000		$	48,875,000
Credit Facility payable	$	83,300,000		$	36,000,000
SBA Debentures	$	150,000,000		$	65,000,000
Asset coverage ratio⁽⁵⁾		2.72	x		3.59 x

(1)

Financial highlights are based on weighted average shares outstanding as of period end.

(2)

Total return on market value is based on the change in market price per share since the end of the prior year and assumes enrollment in the Company’s DRIP. The total returns are not annualized.

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

(3)

Financial highlights for periods of less than one year are annualized, with exception of the provision for taxes on the unrealized gain on investments.

(4)

Calculated as the lesser of purchases or sales divided by average portfolio balance and is not annualized.

(5)

Asset coverage ratio is equal to total assets less all liabilities and indebtedness not represented by senior securities over the aggregate amount of the senior securities. SBA-guaranteed debentures are excluded from the numerator and denominator.

(6)

These ratios include the impact of the benefit (provision) for income taxes related to unrealized gain (loss) on investments of ($34,353) and $8,593, respectively, for the nine months ended September 30, 2018 and September 30, 2017, which are not reflected in net investment income, gross operating expenses or net operating expenses. The benefit (provision) for income taxes related to unrealized gain or loss on investments to net assets for both the nine months ended September 30, 2018 and 2017 is (0.02)% and <0.01%, respectively.

(7)

Includes the impact of different share amounts as a result of calculating certain per share data based on weighted average shares outstanding during the period and certain per share data based on shares outstanding as of the period end.

NOTE 9 — CREDIT FACILITY

On November 7, 2012, the Company entered into a revolving credit facility (the “Original Facility”) with various lenders. SunTrust Bank, one of the lenders, served as administrative agent under the Original Facility. The Original Facility, as amended on November 21, 2014 and August 31, 2016, provided for borrowings in an aggregate amount of $120,000,000 on a committed basis with an accordion feature that allowed the Company to increase the aggregate commitments up to $195,000,000, subject to new or existing lenders agreeing to participate in the increase and other customary conditions. The Company terminated the Original Facility on October 11, 2017, in conjunction with securing and entering into a new senior secured revolving credit agreement, dated as of October 10, 2017, as amended on March 28, 2018 and August 2, 2018, with ZB, N.A., dba Amegy Bank and various other leaders (the ‘‘Credit Facility’’).

The Credit Facility, as amended, provides for borrowings up to a maximum of $180,000,000 on a committed basis with an accordion feature that allows the Company to increase the aggregate commitments up to $195,000,000, subject to new or existing lenders agreeing to participate in the increase and other customary conditions.

Borrowings under the Credit Facility bear interest, subject to the Company’s election, on a per annum basis equal to (i) LIBOR plus 2.50% (or 2.75% during certain periods in which the Company’s asset coverage ratio is equal to or below 1.90 to 1.00) with no LIBOR floor, or (ii) 1.50% (or 1.75% during certain periods in which the Company’s asset coverage ratio is equal to or below 1.90 to 1.00) plus an alternate base rate based on the highest of the Prime Rate, Federal Funds Rate plus 0.5% or one month LIBOR plus 1.0%. The Company pays unused commitment fees of 0.50% per annum on the unused lender commitments under the Credit Facility. Interest is payable quarterly in arrears. Any amounts borrowed under the Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on October 10, 2021.

The Company’s obligations to the lenders are secured by a first priority security interest in its portfolio of securities and cash not held at the SBIC subsidiary, but excluding short term investments. The Credit Facility contains certain covenants, including but not limited to: (i) maintaining a minimum liquidity test of at least $10,000,000, including cash, liquid investments and undrawn availability, (ii) maintaining an asset coverage ratio of at least 1.75 to 1.0, and (iii) maintaining a minimum shareholder’s equity. As of September 30, 2018, the Company was in compliance with these covenants.

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

As of September 30, 2018 and December 31, 2017, the outstanding balance under the Credit Facility was $83,300,000 and $40,750,000, respectively. The carrying amount of the amount outstanding under the Credit Facility approximates its fair value. The fair values of the Credit Facility is determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Credit Facility is estimated based upon market interest rates for our own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. The Company has incurred total costs of $3,067,715 in connection with obtaining, amending, and maintaining the Original Facility. The Company incurred costs of $1,468,616 in connection with the Credit Facility, which are being amortized over the life of the facility. Additionally, $341,979 of costs from the Original Facility will continue to be amortized over the remaining life of the Credit Facility. As of September 30, 2018 and December 31, 2017, $1,398,038 and $1,417,521 of such prepaid loan structure fees and administration fees had yet to be amortized, respectively. These prepaid loan fees are presented on our consolidated statement of assets and liabilities as a deduction from the debt liability attributable to the Credit Facility as required by ASU No. 2015-3.

The following is a summary of the Credit Facility, net of prepaid loan structure fees:

	September 30,		December 31,
	2018		2017
Credit Facility payable	$	83,300,000	$	40,750,000
Prepaid loan structure fees		1,398,038		1,417,521
Credit facility payable, net of prepaid loan structure fees	$	81,901,962	$	39,332,479

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, 2018 and 2017:

	For the three months ended						For the nine months ended
	September 30,			September 30,			September 30,			September 30,
	2018			2017			2018			2017
Interest expense	$	1,116,199		$	487,452		$	2,802,833		$	1,924,183
Loan fee amortization		110,351			113,071			297,427			335,525
Commitment fees on unused portion		95,391			92,840			256,814			189,448
Administration fees		8,798			12,568			32,057			37,295
Total interest and financing expenses	$	1,330,739		$	705,931		$	3,389,131		$	2,486,451

Weighted average interest rate		4.7	%		4.1	%		4.6	%		3.7	%
Effective interest rate		5.6	%		5.9	%		5.6	%		4.7	%
Average debt outstanding	$	94,253,804		$	47,342,391		$	81,430,037		$	70,035,714

Cash paid for interest and unused fees	$	1,255,937		$	369,215		$	2,986,999		$	1,988,222

NOTE 10 — SBA-GUARANTEED DEBENTURES

On August 12, 2014, we obtained exemptive relief from the SEC to permit us to exclude the debt of the SBIC subsidiary guaranteed by the SBA from our asset coverage test under the 1940 Act. The exemptive relief provides us with increased flexibility under the asset coverage test by permitting us to borrow up to $150,000,000 more than we would otherwise be able to absent the receipt of this exemptive relief.

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

On a stand-alone basis, the SBIC subsidiary held $229,130,853 and $161,992,327 in assets at September 30, 2018 and December 31, 2017, respectively, which accounted for approximately 44.8% and 40.4% of our total consolidated assets at September 30, 2018 and December 31, 2017, respectively.

Debentures guaranteed by the SBA have fixed interest rates that equal prevailing 10-year Treasury Note rates plus a market spread and have a maturity of ten years with interest payable semi-annually. The principal amount of the debentures is not required to be paid before maturity, but may be pre-paid at any time with no prepayment penalty. As of September 30, 2018 and December 31, 2017, the SBIC subsidiary had $150,000,000 and $90,000,000 of the SBA-guaranteed Debentures outstanding, respectively. SBA-guaranteed debentures 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. Once pooled, which occurs in March and September each year, the SBA-guaranteed debentures bear interest at a fixed rate that is set to the current 10-year treasury rate plus a spread at each pooling date.

The following table summarizes the SBIC subsidiary’s SBA-guaranteed debentures as of September 30, 2018:

Issuance Date	Maturity Date	Debenture Amount		Interest Rate				SBA Annual Charge

October 14, 2014	March 1, 2025	$	6,500,000		2.52	%		0.36	%
October 17, 2014	March 1, 2025		6,500,000		2.52	%		0.36	%
December 24, 2014	March 1, 2025		3,250,000		2.52	%		0.36	%
June 29, 2015	September 1, 2025		9,750,000		2.83	%		0.36	%
October 22, 2015	March 1, 2026		6,500,000		2.51	%		0.36	%
October 22, 2015	March 1, 2026		1,500,000		2.51	%		0.74	%
November 10, 2015	March 1, 2026		8,800,000		2.51	%		0.74	%
November 18, 2015	March 1, 2026		1,500,000		2.51	%		0.74	%
November 25, 2015	March 1, 2026		8,800,000		2.51	%		0.74	%
December 16, 2015	March 1, 2026		2,200,000		2.51	%		0.74	%
December 29, 2015	March 1, 2026		9,700,000		2.51	%		0.74	%
November 28, 2017	March 1, 2028		25,000,000		3.19	%		0.22	%
April 27, 2018	September 1, 2028		40,000,000		3.55	%		0.22	%
July 30, 2018	September 1, 2028		17,500,000		3.55	%		0.22	%
September 25, 2018	March 1, 2029		2,500,000		2.88	%	(1)	0.22	%
Total SBA-guaranteed debentures		$	150,000,000

(1) Debenture interest rate will be set as determined by the SBA when pooled on March 20, 2019

As of September 30, 2018 and December 31, 2017, the carrying amount of the SBA-guaranteed debentures approximated their fair value. The fair values of the SBA-guaranteed debentures are determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the SBA-guaranteed debentures are estimated based upon market interest rates for our own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. At September 30, 2018 and December 31, 2017, the SBA-guaranteed debentures would be deemed to be Level 3, as defined in Note 6.

As of September 30, 2018, the Company has incurred $5,137,500 in financing costs related to the SBA-guaranteed debentures since receiving our license, which were recorded as prepaid loan fees. As of September 30, 2018 and December 31, 2017, $3,764,528 and $2,181,187 of prepaid financing costs had yet to be amortized, respectively. These prepaid loan fees are presented on the consolidated statement of assets and liabilities as a deduction from the debt liability as required by ASU No. 2015-3. See Note 1 for further discussion.

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

The following is a summary of the SBA-guaranteed debentures, net of prepaid loan fees:

	September 30,		December 31,
	2018		2017
SBA debentures payable	$	150,000,000	$	90,000,000
Prepaid loan fees		3,764,528		2,181,187
SBA Debentures, net of prepaid loan fees	$	146,235,472	$	87,818,813

The following table summarizes the interest expense and amortized fees on the SBA-guaranteed debentures for the three and nine months ended September 30, 2018 and 2017:

	For the three months ended						For the nine months ended
	September 30,			September 30,			September 30,			September 30,
	2018			2017			2018			2017
Interest expense	$	1,126,536		$	508,923		$	2,692,692		$	1,510,172
Debenture fee amortization		191,054			81,993			471,658			243,306
Total interest and financing expenses	$	1,317,590		$	590,916		$	3,164,350		$	1,753,478

Weighted average interest rate		3.1	%		3.1	%		3.1	%		3.1	%
Effective interest rate		3.7	%		3.6	%		3.6	%		3.6	%
Average debt outstanding	$	142,146,739		$	65,000,000		$	117,097,070		$	65,000,000

Cash paid for interest	$	1,945,728		$	1,017,845		$	3,107,218		$	2,019,095

NOTE 11 — NOTES

On May 5, 2014, the Company closed a public offering of $25,000,000 in aggregate principal amount of 6.50% notes (the “2019 Notes”), due on April 30, 2019. On August 21, 2017, the Company caused notices to be issued to the holders of its 2019 Notes regarding the Company’s exercise of its option to redeem all of the issued and outstanding 2019 Notes, pursuant to Section 1101 of the Base Indenture dated as of May 5, 2014, between the Company and U.S. Bank National Association, as trustee, and Section 1.01(h)(i) of the First Supplemental Indenture dated as of May 5, 2014. The Company redeemed all $25,000,000 in aggregate principal amount of the 2019 Notes on September 20, 2017. The 2019 Notes were redeemed at 100% of their principal amount, plus the accrued and unpaid interest thereon through the redemption date. As a result of the redemption, the Company recognized a loss on the extinguishment of debt of $302,732 for the three and nine months ended September 30, 2017, due to the amortization of the deferred financing costs remaining on the 2019 Notes.

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

The following table summarizes the interest expense and deferred financing costs on the 2019 Notes for the three and nine months ended September 30, 2018 and 2017:

	For the three months ended				For the nine months ended
	September 30,		September 30,		September 30,		September 30,
	2018		2017		2018		2017
Interest expense	$	—	$	356,597	$	—	$	1,169,097
Deferred financing costs		—		40,753		—		131,131
Administration fees		—		1,768		—		5,246
Total interest and financing expenses	$	—	$	399,118	$	—	$	1,305,474
Loss on extinguishment of debt	$	—	$	302,732	$	—	$	302,732

Cash paid for interest	$	—	$	564,236	$	—	$	1,376,736

On August 21, 2017, the Company issued $42,500,000 in aggregate principal amount of 5.75% fixed-rate notes due September 15, 2022 (the “2022 Notes”). On September 8, 2017, the Company issued an additional $6,375,000 in aggregate principal amount of the 2022 Notes pursuant to a full exercise of the underwriters’ overallotment option. The 2022 Notes will mature on September 15, 2022, and may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after September 15, 2019 at a redemption price equal to 100% of the outstanding principal, plus accrued and unpaid interest. Interest is payable quarterly.

The Company used all of the net proceeds from the offering of the 2022 Notes to fully redeem the 2019 Notes and a portion of the amount outstanding under the Original Facility. As of both September 30, 2018 and December 31, 2017, the aggregate carrying amount of the 2022 Notes was approximately $48,875,000 and the fair value of the Notes was approximately $49,070,500 and $49,520,150, respectively. The 2022 Notes are listed on New York Stock Exchange under the trading symbol “SCA”. The fair value of the Notes is based on the closing price of the security, which is a Level 2 input under ASC 820 due to sufficient trading volume.

In connection with the issuance and maintenance of the 2022 Notes, we have incurred $1,688,961 of fees, which are being amortized over the term of the 2022 Notes, of which $1,316,987 and $1,568,512 remains to be amortized as of September 30, 2018 and December 31, 2017, respectively. These financing costs are presented on the consolidated statement of assets and liabilities as a deduction from the debt liability as required by ASU No. 2015-3.

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

The following table summarizes the interest expense and deferred financing costs on the 2022 Notes for the three and nine months ended September 30, 2018 and 2017:

	For the three months ended				For the nine months ended
	September 30,		September 30,		September 30,		September 30,
	2018		2017		2018		2017
Interest expense	$	702,578	$	312,257	$	2,107,734	$	312,257
Deferred financing costs		83,784		33,462		248,620		33,462
Administration fees		5,425		924		7,905		924
Total interest and financing expenses	$	791,787	$	346,643	$	2,364,259	$	346,643

Cash paid for interest	$	702,578	$	—	$	2,107,735	$	—

The following is a summary of the 2022 Notes Payable, net of deferred financing costs:

	September 30,		December 31,
	2018		2017
Notes payable	$	48,875,000	$	48,875,000
Deferred financing costs		1,316,987		1,568,512
Notes payable, net of deferred financing costs	$	47,558,013	$	47,306,488

The indenture and supplements thereto relating to the 2022 Notes contain certain covenants, including but not limited to (i) a requirement that the Company comply with the asset coverage requirements of the 1940 Act or any successor provisions, and (ii) a requirement to provide financial information to the holders of the notes and the trustee under the indenture if the Company should no longer be subject to the reporting requirements under the Exchange Act.

NOTE 12 — SUBSEQUENT EVENTS

Investment Portfolio

On October 1, 2018, the Company received full repayment on the second lien term loan of Roberts-Gordon, LLC for total proceeds of $7,200,000, including a $30,000 prepayment fee. The Company also received a distribution related to our equity of $852,631 which resulted in a realized gain of $352,586.

On October 1, 2018, the Company invested $10,000,000 in the second lien term loan of NGS US Finco, LLC, a manufacturer of rotary meters, pipeline distribution repair/upgrade products, electric actuators and chemical pumps to natural gas utilities and energy/industrial distributors.

On October 18, 2018, the Company invested $10,678,772 in the first lien term loan and $3,669,681 in the unfunded delayed draw term loan of Premiere Digital Services, Inc, a provider of digital media services to the entertainment industry. Additionally, the Company invested $500,000 in the equity of the company.

On October 2, 2018, the Company invested $3,250,000 in the first lien term loan of TechInsights, Inc., an existing portfolio company.

On October 23, 2018, the Company had a partial sell down of the first lien term loan of Good Source Solutions, Inc. for $9,900,000 million.

On October 31, 2018, the Company received full repayment on the second lien term loan of Keais Records Service, LLC for total proceeds of $7,892,500, including a $142,500 prepayment fee.

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

Credit Facility

The outstanding balance under the Credit Facility as of November 5, 2018 was $62,050,000.

SBA-guaranteed Debentures

The total balance of SBA-guaranteed debentures outstanding as of November 5, 2018 was $150,000,000.

Dividend Declared

On October 16, 2018, the Company’s board of directors declared a regular monthly dividend for each of October, November and December 2018 as follows:

Declared	Ex-Dividend Date	Record Date	Payment Date	Amount per Share
10/16/2018	10/30/2018	10/31/2018	11/15/2018	$	0.1133
10/16/2018	11/29/2018	11/30/2018	12/14/2018	$	0.1133
10/16/2018	12/28/2018	12/31/2018	1/15/2019	$	0.1133

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

STELLUS CAPITAL INVESTMENT CORPORATION

Consolidated Schedule of Investments in and Advances to Affiliates

September 30, 2018

(dollars in thousands)

Company	Investment⁽¹⁾	December 31, 2017 Fair Value		Amount of Realized Gain / (Loss)		Amount of Unrealized Gain / (Loss)		Amount of Interest, Fees or Dividends Credit to Income⁽²⁾		Gross Additions⁽³⁾		Gross Reductions⁽⁴⁾			September 30, 2018 Fair Value
Non-control Investments
Affiliate investments

Glori Energy Production Inc.	Class A Common Units	$	990	$	-	$	65	$	-	$	-	$	(1,000	)	$	55
Total Non-Control/Affiliate investments		$	990	$	-	$	65	$	-	$	-	$	(1,000	)	$	55

STELLUS CAPITAL INVESTMENT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)

This schedule should be read in conjunction with Stellus’s consolidated financial statements, including the consolidated schedule of investments and notes to the consolidated financial statements.

(1)

The principal amount and ownership detail for equity investments is included in the consolidated schedule of investments.

(2)

Represents the total amount of interest, fees and dividends credited to income for the portion of the period for which an investment was included in Control or Affiliate categories, respectively. For investments transferred between Control and Affiliate categories during the period, any income or investment balances related to the time period it was in the category other than the one shown at period end is included in "Amounts from investments transferred from other 1940 Act classifications during the period."

(3)

Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest, and the exchange of one or more existing securities for one or more new securities. Gross additions also include the movement of an existing portfolio company into this category and out of a different category.

(4)

Gross reductions include decreases in the cost basis of investments resulting from principal repayments or sales and the exchange of one or more existing securities for one or more new securities. Gross reductions also include the movement of an existing portfolio company out of this category and into a different category.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 our 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;

•

the dependence of our future success on the general economy and its effect on the industries in which we invest;

•

the ability of our portfolio companies to achieve their objectives;

•

the use of borrowed money to finance a portion of our investments;

•

the adequacy of our financing sources and working capital;

•

the timing of cash flows, if any, from the operations of our portfolio companies;

•

the ability of Stellus Capital 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, or RIC, under Subchapter M of the Internal Revenue Code of 1986, or the Code, and as a BDC under the Investment Company Act of 1940, as amended, or the 1940 Act, and

•

the effect of future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities) and conditions in our operating areas, particularly with respect to BDCs or RICs.

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

We have based the forward-looking statements included in this 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 rules or regulations of the Securities and Exchange Commission. You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Overview

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

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

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

We have elected to be treated for U.S. federal tax purposes as a RIC under Subchapter M of the Code. To maintain our qualification as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. As of September 30, 2018, 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.

As a BDC, we are required to comply with certain regulatory requirements. We were formerly only allowed to employ leverage to the extent that our asset coverage, as defined in the 1940 Act, was equal to at least 200% (or 150% if certain requirements were met) after giving effect to such leverage. On March 23, 2018, the Small Business Credit Availability Act (the “SBCAA”) was signed into law, which included various changes to regulations under the federal securities laws that impact BDCs. The SBCAA included changes to the 1940 Act to allow BDCs to decrease their asset coverage requirement to 150% from 200% under certain circumstances.

On April 4, 2018, the Board, including a “required majority” (as such term is defined in Section 57(o) of the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Board, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act. The Board also approved the submission of a proposal to approve the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, which was approved by shareholders at the Company’s 2018 annual meeting of stockholders. As a result, the asset coverage ratio test applicable to the Company was decreased from 200% to 150%, effective June 28, 2018. The amount of leverage that we employ at any time depends on our assessment of the market and other factors at the time of any proposed borrowing.

Portfolio Composition and Investment Activity

Portfolio Composition

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

As of September 30, 2018, we had $478.0 million (at fair value) invested in 53 portfolio companies. As of September 30, 2018, our portfolio included approximately 54% of first lien debt, 34% of second lien debt, 5% of unsecured debt and 7% of equity investments at fair value. The composition of our investments at cost and fair value as of September 30, 2018 was as follows:

	Cost		Fair Value
Senior Secured – First Lien⁽¹⁾	$	257,227,103	$	258,466,731
Senior Secured – Second Lien		166,715,467		163,445,000
Unsecured Debt		25,406,893		24,395,906
Equity		21,397,757		31,696,558
Total Investments	$	470,747,220	$	478,004,195

(1) Includes unitranche investments, which account for 21.2% of our portfolio at fair value. Unitranche structures may combine characteristics of traditional first lien senior secured as well as second lien and/or subordinated loans and our unitranche loans will expose us to the risks associated with second lien and subordinated loans to the extent we invest in the “last-out” tranche.

As of December 31, 2017, we had $371.8 million (at fair value) invested in 48 portfolio companies. As of December 31, 2017, our portfolio included approximately 38% of first lien debt, 48% of second lien debt, 7% of unsecured debt and 7% of equity investments at fair value. The composition of our investments at cost and fair value as of December 31, 2017 was as follows:

	Cost		Fair Value
Senior Secured – First Lien⁽¹⁾	$	140,915,106	$	141,006,923
Senior Secured – Second Lien		181,164,730		178,432,850
Unsecured Debt		27,903,141		27,430,000
Equity		18,470,229		24,969,999
Total Investments	$	368,453,206	$	371,839,772

(1) Includes unitranche investments, which account for 13.2% of our portfolio at fair value. Unitranche structures may combine characteristics of traditional first lien senior secured as well as second lien and/or subordinated loans and our unitranche loans will expose us to the risks associated with second lien and subordinated loans to the extent we invest in the “last-out” tranche.

Our investment portfolio may contain loans that are in the form of lines of credit or revolving credit facilities, which require us to provide funding when requested by portfolio companies in accordance with the terms and conditions of the underlying loan agreements. As of September 30, 2018 and December 31, 2017, we had unfunded commitments of $17.7 million and $8.7 million, respectively, to provide debt financing for twelve and four portfolio companies, respectively. As of September 30, 2018, the Company had sufficient liquidity 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, 2018:

					% of Total
	Cost		Fair Value		Investments
Texas	$	115,892,031	$	115,490,000		24.16	%
California		84,373,582		85,370,000		17.87	%
New Jersey		42,444,132		42,599,990		8.91	%
Illinois		27,610,503		32,130,001		6.72	%
New York		28,098,320		28,746,557		6.02	%
Canada		24,719,966		25,130,000		5.26	%
Arizona		21,645,010		22,281,710		4.66	%
South Carolina		20,947,774		21,400,000		4.48	%
Tennessee		20,285,211		20,280,000		4.25	%
Ohio		19,851,059		20,000,000		4.18	%
Arkansas		15,178,576		15,610,000		3.27	%
Wisconsin		11,528,228		11,530,000		2.41	%
Georgia		5,986,246		9,520,000		1.99	%
Pennsylvania		7,871,388		7,940,937		1.66	%
Indiana		7,376,519		7,375,000		1.54	%
Puerto Rico		8,859,524		5,080,000		1.06	%
North Carolina		4,942,955		4,580,000		0.96	%
Massachusetts		1,317,406		1,740,000		0.36	%
Utah		1,526,485		540,000		0.11	%
Missouri		—		310,000		0.06	%
Florida		242,304		210,000		0.04	%
Virginia		50,001		140,000		0.03	%
	$	470,747,220	$	478,004,195		100.00	%

The following is a summary of geographical concentration of our investment portfolio as of December 31, 2017:

					% of Total
	Cost		Fair Value		Investments
Texas	$	109,043,496	$	108,445,000		29.16	%
New Jersey		34,531,876		34,595,527		9.30	%
New York		28,939,268		29,365,000		7.90	%
Canada		26,315,677		26,440,000		7.11	%
California		25,519,753		25,930,000		6.97	%
Illinois		24,250,169		25,700,000		6.91	%
Massachusetts		22,534,191		22,247,850		5.98	%
Arizona		13,565,958		13,840,000		3.72	%
North Carolina		12,248,770		12,499,167		3.36	%
Ohio		10,112,627		9,990,000		2.69	%
Tennessee		9,848,614		9,950,000		2.68	%
Missouri		9,152,087		9,530,000		2.56	%
Georgia		5,929,223		8,329,998		2.24	%
Pennsylvania		7,848,470		8,058,746		2.17	%
Arkansas		7,397,881		7,618,484		2.05	%
Minnesota		5,421,770		5,420,000		1.46	%
Puerto Rico		8,827,864		5,080,000		1.37	%
Washington		4,172,743		4,520,000		1.22	%
Alabama		1,206,682		2,880,000		0.77	%
Utah		1,293,782		880,000		0.24	%
Florida		242,304		420,000		0.11	%
Virginia		50,001		100,000		0.03	%
	$	368,453,206	$	371,839,772		100.00	%

The following is a summary of industry concentration of our investment portfolio as of September 30, 2018:

					% of Total
	Cost		Fair Value		Investments
Services: Business	$	57,749,897	$	61,935,000		12.96	%
Healthcare & Pharmaceuticals		42,497,041		39,551,710		8.27	%
Software		37,398,848		38,580,000		8.07	%
Finance		34,175,289		37,562,742		7.85	%
Beverage, Food, & Tobacco		30,478,074		29,490,000		6.17	%
Retail		28,937,764		29,389,990		6.15	%
Media: Broadcasting & Subscription		27,503,761		27,873,815		5.82	%
Education		25,398,540		25,040,000		5.24	%
Consumer Goods: Durable		24,431,451		24,710,000		5.17	%
Energy: Oil & Gas		23,257,986		24,445,001		5.11	%
High Tech Industries		24,613,011		24,370,000		5.10	%
Construction & Building		17,955,174		18,250,000		3.82	%
Services: Consumer		17,826,070		18,010,000		3.77	%
Automotive		17,441,419		17,540,937		3.67	%
Consumer goods: non-durable		13,939,171		14,050,000		2.94	%
Containers, Packaging, & Glass		11,528,228		11,530,000		2.41	%
Chemicals, Plastics, & Rubber		11,684,846		11,355,000		2.38	%
Capital Equipment		7,543,793		8,010,000		1.68	%
Transportation: Cargo		6,802,534		6,840,000		1.43	%
Insurance		5,421,369		5,480,000		1.15	%
Hotel, Gaming, & Leisure		3,166,829		3,390,000		0.71	%
Environmental Industries		946,124		460,000		0.10	%
Services: Government		50,001		140,000		0.03	%
	$	470,747,220	$	478,004,195		100.00	%

The following is a summary of industry concentration of our investment portfolio as of December 31, 2017:

					% of Total
	Cost		Fair Value		Investments
Software	$	48,560,675	$	48,997,850		13.18	%
Healthcare & Pharmaceuticals		41,192,879		37,829,167		10.17	%
High Tech Industries		36,058,477		35,460,000		9.54	%
Finance		26,500,097		28,330,000		7.62	%
Services: Business		23,386,714		25,749,999		6.93	%
Capital Equipment		24,300,027		24,170,000		6.50	%
Media: Broadcasting & Subscription		21,680,239		23,665,000		6.36	%
Chemicals, Plastics, & Rubber		20,825,458		21,145,000		5.69	%
Services: Consumer		17,862,616		18,070,000		4.86	%
Construction & Building		17,913,413		17,980,000		4.84	%
Education		17,197,396		17,335,526		4.66	%
Consumer Goods: Durable		16,559,947		16,798,484		4.52	%
Consumer goods: non-durable		13,250,000		13,250,000		3.56	%
Retail		8,288,083		8,280,000		2.23	%
Automotive		7,848,470		8,058,746		2.17	%
Transportation: Cargo		6,785,894		6,840,000		1.84	%
Energy: Oil & Gas		6,766,968		6,700,000		1.80	%
Insurance		5,410,226		5,500,000		1.48	%
Beverage, Food, & Tobacco		3,964,242		3,580,000		0.96	%
Hotel, Gaming, & Leisure		3,284,942		3,420,000		0.92	%
Environmental Industries		766,442		580,000		0.16	%
Services: Government		50,001		100,000		0.03	%
	$	368,453,206		371,839,772		100.00	%

At September 30, 2018, our average portfolio company investment at amortized cost and fair value was approximately $8.9 million and $9.0 million, respectively, and our largest portfolio company investment was $29.0 million at both amortized cost and fair value. At December 31, 2017, our average portfolio company investment at amortized cost and fair value was approximately $7.7 million and $7.4 million, respectively, and our largest portfolio company investment at amortized cost and fair value was approximately $22.5 million and $22.2 million, respectively.

At September 30, 2018, 90% of our debt investments bore interest based on floating rates (subject to interest rate floors), such as LIBOR, and 10% bore interest at fixed rates. At December 31, 2017, 87% of our debt investments bore interest based on floating rates (subject to interest rate floors), such as LIBOR, and 13% bore interest at fixed rates.

The weighted average yield on all of our debt investments as of September 30, 2018 and December 31, 2017 was 11.0% and 10.8%, respectively. The weighted average yield was computed using the effective interest rates for all of our debt investments, including accretion of original issue discount. The weighted average yield of our debt investments is not the same as a return on investment for our stockholder, but, rather relates to a portion of our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses.

As of September 30, 2018 and December 31, 2017, we had cash and cash equivalents of $29.9 million and $25.1 million, respectively.

Investment Activity

During the nine months ended September 30, 2018, we made an aggregate of $198.3 million (net of fees) of investments in twelve new portfolio companies and eleven existing portfolio companies. During the nine months ended September 30, 2018, we received an aggregate of $102.8 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 required by middle-market companies, the level of merger and acquisition activity, the general economic environment and the competitive environment for the types of investments we make.

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 investment portfolio. This investment rating system uses a five-level numeric scale. The following is a description of the conditions associated with each investment category:

•

Investment 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.

	As of September 30, 2018							As of December 31, 2017
	(dollars in millions)							(dollars in millions)
						Number of							Number of
			% of Total			Portfolio				% of Total			Portfolio
Investment Category	Fair Value		Portfolio			Companies⁽¹⁾		Fair Value		Portfolio			Companies
1	$	99.1		21	%		13	$	25.9		7	%		5
2		331.3		69	%		32		306.7		82	%		36
3		41.4		9	%		5		37.0		10	%		5
4		6.2		1	%		4		1.9		1	%		1
5		—		—	%				0.4		—	%		1
Total	$	478.0		100	%		54	$	371.9		100	%		48

⁽¹⁾

One portfolio company appears in two categories as of September 30, 2018

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, 2018, we had three loans on non-accrual status which represented approximately 2.4% of our loan portfolio at cost and 1.3% at fair value. As of December 31, 2017, we had two loans on non-accrual status, which represented approximately 1.2% of our loan portfolio at cost and 0.3% at fair value.

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 Months and Nine Months Ended September 30, 2018 and 2017

Revenues

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

The following shows the breakdown of investment income for the three and nine months ended September 30, 2018 and 2017 (in millions).

	Three months ended				Nine months ended
	September 30,				September 30,
	(dollars in millions)				(dollars in millions)
	2018		2017		2018		2017
Interest income⁽¹⁾	$	13.7	$	9.6	$	36.3	$	28.5
PIK interest		0.2		0.2		0.5		0.3
Miscellaneous fees⁽¹⁾		0.6		0.2		1.2		1.4
Total	$	14.5	$	10.0	$	38.0	$	30.2

⁽¹⁾ For the three and nine months ended September 30, 2018, we recognized $1.0 million and $1.6 million of non-recurring income, respectively. For the three and nine months ended September 30, 2017, we recognized $0.4 million and $2.3 million of non-recurring income, respectively. For both periods, non-recurring income was related to early repayments and amendments to specific loan positions.

The increases in total income from the respective periods were due to the growth in the overall investment portfolio, as well as an overall increase in interest rates.

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;

•

calculating our net asset value (including the cost and expenses of any independent valuation firm);

•

fees and expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for us and in monitoring our investments and performing due diligence on our prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments;

•

interest payable on debt, if any, incurred to finance our investments and expenses related to unsuccessful portfolio acquisition efforts;

•

base management and incentive fees;

•

administration fees and expenses, if any, payable under the administration agreement (including our allocable portion of Stellus Capital’s overhead in performing its obligations under the administration agreement, including rent and the allocable portion of the cost of our chief compliance officer and chief financial officer and their respective staff);

•

transfer agent, dividend agent and custodial fees and expenses;

•

U.S. federal and state registration fees;

•

all costs of registration and listing our securities on any securities exchange;

•

U.S. federal, state and local taxes;

•

independent directors’ fees and expenses;

•

costs of preparing and filing reports or other documents required by the SEC or other regulators;

•

costs of distributing any reports, proxy statements or other notices to stockholders, including printing costs;

•

costs and fees associated with any fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;

•

direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs;

•

proxy voting expenses; and

•

all other expenses incurred by us or Stellus Capital in connection with administering our business.

The following shows the breakdown of operating expenses for the three and nine months ended September 30, 2018 and 2017 (in millions).

	Three months ended				Nine months ended
	September 30,				September 30,
	(dollars in millions)				(dollars in millions)
	2018		2017		2018		2017
Operating Expenses
Management fees	$	2.2	$	1.5	$	6.0	$	4.6
Valuation Fees		0.1		0.1		0.3		0.3
Administrative services expenses		0.3		0.3		1.0		0.9
Income incentive fees		1.6		0.5		3.8		2.7
Capital gain incentive fees		0.7		—		1.2		—
Professional fees		0.3		0.4		1.0		0.9
Directors’ fees		0.1		0.1		0.2		0.3
Insurance expense		0.1		0.1		0.3		0.3
Interest expense and other fees		3.4		2.0		8.9		5.9
Other general and administrative		0.1		0.2		0.5		0.5
Total Operating Expenses	$	8.9	$	5.2	$	23.2	$	16.4
Loss on extinguished debt	$	-	$	0.3	$	-	$	0.3

The increase in operating expenses for the respective periods was primarily due to 1) an increase in management fees, directly related to the growth of our portfolio, 2) increased interest expense due to the greater principal amount of the additional 2022 Notes, despite their lower annual interest rate as compared to the 2019 Notes, the higher balance and increased rates on the Credit Facility, and SBA-guaranteed debentures outstanding during the period, 3) higher income incentive fees due to performance of the portfolio and 4) the accrual of a capital gains incentive fee during the quarter and year ended September 30, 2018, due to realized gains and the net unrealized appreciation on our portfolio. There can be no assurance that unrealized appreciation or depreciation will be realized in the future. Accordingly, such capital gain incentive fees, as calculated and accrued, would not necessarily be payable under the investment advisory agreement. See Note 2 to our consolidated financial statements for further discussion on capital gains incentive fees.

Net Investment Income

For the three months ended September 30, 2018, net investment income was $5.6 million, or $0.35 per common share (based on 15,953,810 weighted-average common shares outstanding at September 30, 2018).

For the three months ended September 30, 2017, net investment income was $4.4 million, or $0.29 per common share (based on 15,668,415 weighted-average common shares outstanding at September 30, 2017).

For the nine months ended September 30, 2018, net investment income was $14.8 million, or $0.93 per common share (based on 15,953,491 weighted-average common shares outstanding at September 30, 2018).

For the nine months ended September 30, 2017, net investment income was $13.6 million, or $0.93 per common share (based on 14,510,408 weighted-average common shares outstanding at September 30, 2017).

Net Realized Gains and Losses

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

Repayments and sales of investments and amortization of other certain investments for the three months ended September 30, 2018 totaled $57.0 million, and net realized gains totaled $2.8 million from a realization of our equity investment in a portfolio company.

Repayments and sales of investments and amortization of other certain investments for the three months ended September 30, 2017 totaled $53.5 million, and net realized gains totaled $5.2 million, mostly from a realization of our equity investment in a portfolio company.

Repayments and sales of investments and amortization of other certain investments for the nine months ended September 30, 2018 totaled $102.8 million, and net realized gains totaled $5.2 million, mostly from realizations of our equity investments in a few portfolio companies.

Repayments and sales of investments and amortization of other certain investments for the nine months ended September 30, 2017 totaled $133.4 million, and net realized gains totaled $4.5 million, including a loss on a noncash conversion of debt to equity.

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, 2018 and 2017 totaled $0.5 million and $(4.1) million, respectively.

Net change in unrealized appreciation (depreciation) on investments and cash equivalents for the nine months ended September 30, 2018 and 2017 totaled $3.9 million and $(0.4) million, respectively.

The change in unrealized appreciation for the three and nine months ended September 30, 2018 was due to the improved performance of certain portfolio investments with a further benefit from overall market performance.

Provision for Taxes on Unrealized Appreciation on Investments

We have direct wholly owned subsidiaries that have elected to be taxable entities (the “Taxable Subsidiaries”). The Taxable Subsidiaries permit us to hold equity investments in portfolio companies which are “pass through” entities for 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 income tax purposes and may generate income tax expense, benefit, and the related tax assets and liabilities, as a result of their ownership of certain portfolio investments. The income tax expense, or benefit, if any, and related tax assets and liabilities are reflected in our consolidated financial statements. For the three months ended September 30, 2018 and 2017, we recognized a provision for income tax on unrealized investments of $25.2 thousand and $0 for the Taxable Subsidiaries, respectively. For the nine months ended September 30, 2018 and 2017, we recognized a benefit for income tax on unrealized investments of $0 and $8.0 thousand, respectively. As of September 30, 2018 and December 31, 2017, there was a deferred tax liability of $34.4 thousand and $0 on the Consolidated Statement of Assets and Liabilities, respectively.

Net Increase in Net Assets Resulting from Operations

For the three months ended September 30, 2018, net increase in net assets resulting from operations totaled $8.9 million, or $0.56 per common share (based on 15,953,810 weighted-average common shares outstanding at September 30, 2018).

For the three months ended September 30, 2017, net increase in net assets resulting from operations totaled $5.6 million, or $0.36 per common share (based on 15,668,415 weighted-average common shares outstanding at September 30, 2017).

For the nine months ended September 30, 2018, net increase in net assets resulting from operations totaled $23.8 million, or $1.49 per common share (based on 15,953,491 weighted-average common shares outstanding at September 30, 2018).

For the nine months ended September 30, 2017, net increase in net assets resulting from operations totaled $17.7 million, or $1.22 per common share (based on 14,510,408 weighted-average common shares outstanding at September 30, 2017).

The increase in net assets resulting from operations for the nine months ended September 30, 2018 was primarily the result of realized and unrealized gains on certain equity positions.

Financial condition, liquidity and capital resources

Cash Flows from Operating and Financing Activities

Our operating activities used net cash of $79.2 million for the nine months ended September 30, 2018, primarily in connection with the purchase and origination of new portfolio investments, some of which was offset by the sales and repayments on our investments. Our financing activities for the nine months ended September 30, 2018 provided cash of $84.0 million due to net borrowings under the Credit Facility during the period, as well as SBA-guaranteed debentures drawn during the period.

Our operating activities provided cash of $29.0 million for the nine months ended September 30, 2017, primarily in connection with the sales and repayments on our investments, some of which was offset by the purchase and origination of new portfolio investments. Our financing activities for the nine months ended September 30, 2017 used cash of $26.5 million due to net repayments of the Credit Facility, distributions to stockholders and the settlement of the 2019 Notes during the period, some of which was offset by net proceeds from the issuance of common stock and the 2022 Notes.

Liquidity and Capital Resources

Our liquidity and capital resources are derived from the Credit Facility, the 2022 Notes, SBA-guaranteed debentures and cash flows from operations, including investment sales and repayments, and income earned. Our primary use of funds from operations includes investments in portfolio companies and other operating expenses we incur, as well as the payment of dividends to the holders of our common stock. We used, and expect to continue to use, these capital resources as well as proceeds from turnover within our portfolio and from public and private offerings of securities to finance our investment activities.

Although we expect to fund the growth of our investment portfolio through the net proceeds from future public and private equity offerings and issuances of senior securities or future borrowings to the extent permitted by the 1940 Act, our plans to raise capital may not be successful. In this regard, if our common stock trades at a price below our then-current net asset value per share, we may be limited in our ability to raise equity capital given that we cannot sell our common stock at a price below net asset value per share unless our stockholders approve such a sale and our board of directors makes certain determinations in connection therewith. A proposal, approved by our stockholders at our 2018 annual stockholders meeting, authorizes us to sell shares equal to up to 25% of our outstanding common stock of our common stock below the then current net asset value per share of our common stock in one or more offerings. This authorization will expire on the earlier of June 28, 2019, the one year anniversary of our 2018 annual stockholders meeting. We would need similar future approval from our stockholders to issue shares below the then current net asset value per share any time after the expiration of the current approval. In addition, we intend to distribute between 90% and 100% of our taxable income to our stockholders in order to satisfy the requirements applicable to RICs under Subchapter M of the Code. Consequently, we may not have the funds or the ability to fund new investments, to make additional investments in our portfolio companies, to fund our unfunded commitments to portfolio companies or to repay borrowings. In addition, the illiquidity of our portfolio investments may make it difficult for us to sell these investments when desired and, if we are required to sell these investments, we may realize significantly less than their recorded value.

Also, as a BDC, we generally are required to meet a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total 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 our SBIC subsidiary guaranteed by the SBA from the definition of senior securities in the asset coverage test under the 1940 Act. We were in compliance with the asset coverage ratios at all times during the nine months ended September 30, 2018 and 2017. As of September 30, 2018 and December 31, 2017, our asset coverage ratio was 272% and 346%, 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, 2018 and December 31, 2017, we had cash and cash equivalents of $29.9 million and $25.1 million, respectively.

Credit Facility

On November 7, 2012, we entered into a revolving credit facility (the “Original Facility”) with various lenders. SunTrust Bank, one of the lenders, served as administrative agent under the Original Facility. The Original Facility, as amended on November 21, 2014 and August 31, 2016, provided for borrowings in an aggregate amount of $120.0 million on a committed basis with an accordion feature that allowed us to increase the aggregate commitments up to $195.0 million, subject to new or existing lenders agreeing to participate in the increase and other customary conditions. We terminated the Original Facility on October 11, 2017, in conjunction with securing and entering into a new senior secured revolving credit agreement, dated as of October 10, 2017 and as amended on March 28, 2018 and August 2, 2018, with ZB, N.A., dba Amegy Bank and various other leaders (the ‘‘Credit Facility’’).

The Credit Facility, as amended, provides for borrowings up to a maximum of $180.0 million on a committed basis with an accordion feature that allows us to increase the aggregate commitments up to $195.0 million, subject to new or existing lenders agreeing to participate in the increase and other customary conditions.

Borrowings under the Credit Facility bear interest, subject to our election, on a per annum basis equal to (i) LIBOR plus 2.50% (or 2.75% during certain periods in which our asset coverage ratio is equal to or below 1.90 to 1.00) with no LIBOR floor, or (ii) 1.50% (or 1.75% during certain periods in which our asset coverage ratio is equal to or below 1.90 to 1.00) plus an alternate base rate based on the highest of the Prime Rate, Federal Funds Rate plus 0.5% or one month LIBOR plus 1.0%. We pay unused commitment fees of 0.50% per annum on the unused lender commitments under the Credit Facility. Interest is payable quarterly in arrears. Any amounts borrowed under the Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on October 10, 2021. This represents an interest rate reduction of 12.5 basis points and a three year extension of maturity over the Original Facility.

Our obligations to the lenders are secured by a first priority security interest in its portfolio of securities and cash not held at the SBIC subsidiary, 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 1.75 to 1.0, and (iii) maintaining a minimum shareholder’s equity. As of September 30, 2018, we were in compliance with these covenants

As of September 30, 2018 and December 31, 2017, the outstanding balance under the Credit Facility was $83.3 million and $40.8 million, respectively. The carrying amount of the amount outstanding under the Credit Facility approximates its fair value. We incurred total costs of $3.1 million in connection with obtaining, amending, and maintaining the Original Facility. We incurred costs of $1.5 million in connection with the Credit Facility, which are being amortized over the life of the facility. Additionally, $0.3 million of costs from the Original Facility will continue to be amortized over the remaining life of the Credit Facility. As of both September 30, 2018 and December 31, 2017, $1.4 million of such prepaid loan structure fees and administration fees had yet to be amortized. These prepaid loan fees are presented on our consolidated statement of assets and liabilities as a deduction from the debt liability attributable to the Credit Facility as required by ASU No. 2015-3.

	For the three months ended						For the nine months ended
	September 30,			September 30,			September 30,			September 30,
	2018			2017			2018			2017
Interest expense	$	1.1		$	0.5		$	2.8		$	1.9
Loan fee amortization		0.1			0.1			0.3			0.3
Commitment fees on unused portion		0.1			0.1			0.3			0.2
Total interest and financing expenses	$	1.3		$	0.7		$	3.4		$	2.4

Weighted average interest rate		4.7	%		4.1	%		4.6	%		3.7
Effective interest rate		5.6	%		5.9	%		5.6	%		4.7
Average debt outstanding	$	94.3		$	47.3		$	81.4		$	70.0

Cash paid for interest and unused fees	$	1.3		$	0.4		$	3.0		$	2.0

SBA-Guaranteed Debentures

Due to the SBIC subsidiary’s status as a licensed SBIC, we have the ability to issue debentures guaranteed by the SBA at favorable interest rates. Under the regulations applicable to SBIC funds, an SBIC can have outstanding debentures guaranteed by the SBA subject to a regulatory leverage limit, up to two times the amount of regulatory capital. The 2016 omnibus spending bill approved by the U.S. Congress and signed into law by the President increased the amount of SBA-guaranteed debentures that affiliated SBIC funds can have outstanding from $225.0 million to $350.0 million, subject to SBA approval. In June 2018, the U.S. Senate passed the Small Business Investment Opportunity Act, which the President signed into law, that amended the Small Business Investment Act of 1958, as amended, by increasing the individual leverage limit from $150 million to $175 million, subject to SBA approval. As of September 30, 2018 and December 31, 2017, the SBIC subsidiary had $75.0 million and $67.5 million in regulatory capital, as such term is defined by the SBA.

On August 12, 2014, we obtained exemptive relief from the SEC to permit us to exclude the debt of the SBIC subsidiary guaranteed by the SBA from our 200% asset coverage test under the 1940 Act. The exemptive relief provides us with increased flexibility under the 200% asset coverage test by permitting us to borrow up to $150.0 million more than we would otherwise be able to absent the receipt of this exemptive relief.

On a stand-alone basis, the SBIC subsidiary held $229.1 and $162.0 million in assets at September 30, 2018 and December 31, 2017, respectively, which accounted for approximately 44.8% and 40.4% of our total consolidated assets, respectively.

As of September 30, 2018 and December 31, 2017, the carrying amount of the SBA-guaranteed debentures approximated their fair value. The fair values of the SBA-guaranteed debentures are determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the SBA-guaranteed debentures are estimated based upon market interest rates for our own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. At September 30, 2018 and December 31, 2017 the SBA-guaranteed debentures would be deemed to be Level 3, as defined in Note 6.

As of September 30, 2018, the Company has incurred $5.1 million in financing costs related to the SBA-guaranteed debentures since receiving our license, which were recorded as prepaid loan fees. As of September 30, 2018 and December 31, 2017, $3.8 and $2.2 million of prepaid financing costs had yet to be amortized, respectively. These prepaid loan fees are presented on the consolidated statement of assets and liabilities as a deduction from the debt liability as required by ASU No. 2015-3. See Note 1 for further discussion.

Interest is paid semi-annually, in March and September. The following table summarizes the interest expense and amortized fees on the SBA-guaranteed debentures for the three and nine months ended September 30, 2018 and 2017 (in millions):

	For the three months ended						For the nine months ended
	September 30,			September 30,			September 30,			September 30,
	2018			2017			2018			2017
Interest expense	$	1.1		$	0.5		$	2.7		$	1.5
Debenture fee amortization		0.2			0.1			0.5			0.2
Total interest and financing expenses	$	1.3		$	0.6		$	3.2		$	1.7

Weighted average interest rate		3.1	%		3.1	%		3.1	%		3.1	%
Effective interest rate		3.7	%		3.6	%		3.6	%		3.6	%
Average debt outstanding	$	142.2		$	65.0		$	117.1		$	65.0

Cash paid for interest	$	2.0		$	1.0		$	3.1		$	2.0

Notes Offering

On May 5, 2014, we closed a public offering of $25.0 million in aggregate principal amount of 6.50% notes (the “2019 Notes”), due on April 30, 2019. On August 21, 2017, we caused notices to be issued to the holders of our 2019 Notes regarding the exercise of our option to redeem all of the issued and outstanding 2019 Notes, pursuant to Section 1101 of the Base Indenture dated as of May 5, 2014, between the Company and U.S. Bank National Association, as trustee, and Section 1.01(h)(i) of the First Supplemental Indenture dated as of May 5, 2014. We redeemed all $25.0 million in aggregate principal amount of the 2019 Notes on September 20, 2017. The 2019 Notes were redeemed at 100% of their principal amount, plus the accrued and unpaid interest thereon through the redemption date. As a result of the redemption, we recognized a loss on the extinguishment of debt of $0.3 million for the three and nine months ended September 30, 2017, due to the amortization of the deferred financing costs remaining on the 2019 Notes.

The following table summarizes the interest expense and deferred financing costs on the 2019 Notes for the three and nine months ended September 30, 2018 and 2017:

	For the three months ended				For the nine months ended
	September 30,		September 30,		September 30,		September 30,
	2018		2017		2018		2017
Interest expense	$	-	$	0.4	$	-	$	1.2
Deferred financing costs		-		-		-		0.1
Total interest and financing expenses	$	-	$	0.4	$	-	$	1.3
Loss on extinguishment of debt	$	-	$	0.3	$	-	$	0.3

Cash paid for interest	$	-	$	0.5	$	-	$	1.4

On August 21, 2017, we issued $42.5 million in aggregate principal amount of 5.75% fixed-rate notes due September 15, 2022 (the “2022 Notes”). On September 8, 2017, we issued an additional $6.4 million in aggregate principal amount of the 2022 Notes pursuant to a full exercise of the underwriters’ overallotment option. The 2022 Notes will mature on September 15, 2022, and may be redeemed in whole or in part at any time or from time to time at our option on or after September 15, 2019 at a redemption price equal to 100% of the outstanding principal, plus accrued and unpaid interest. Interest is payable quarterly beginning December 15, 2017.

We used all of the net proceeds from this offering to fully redeem the 2019 Notes and a portion of the amount outstanding under the Original Facility. As of September 30, 2018 and December 31, 2017, the aggregate carrying amount of the 2022 Notes was approximately $48.9 million for both periods and the fair value of the Notes was approximately $49.1 million and $49.5 million, respectively. The 2022 Notes are listed on New York Stock Exchange under the trading symbol “SCA”. The fair value of the Notes is based on the closing price of the security, which is a Level 2 input under ASC 820 due to sufficient trading volume.

In connection with the issuance and maintenance of the 2022 Notes, we have incurred $1.7 million of fees which are being amortized over the term of the 2022 Notes, of which $1.3 million and $1.6 million remains to be amortized as of September 30, 2018 and December 31, 2017, respectively. These financing costs are presented on the consolidated statement of assets and liabilities as a deduction from the debt liability as required by ASU No. 2015-3.

The following table summarizes the interest expense and deferred financing costs on the 2022 Notes for the three and nine months ended September 30, 2018 and 2017:

	For the three months ended				For the nine months ended
	September 30,		September 30,		September 30,		September 30,
	2018		2017		2018		2017
Interest expense	$	0.7	$	0.3	$	2.1	$	0.3
Deferred financing costs		0.1		0.1		0.3		0.1
Total interest and financing expenses	$	0.8	$	0.4	$	2.4	$	0.4

Cash paid for interest	$	0.7	$	-	$	2.1	$	-

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, 2018 and December 31, 2017, our off-balance sheet arrangements consisted of unfunded commitments to provide debt financing to twelve and four of our portfolio companies, respectively, totaling $17.7 million and $8.7 million, respectively. As of September 30, 2018, the Company had sufficient liquidity to fund such unfunded commitments (through cash on hand and available borrowings under the Credit Facility) should the need arise.

Regulated Investment Company Status and Dividends

We have elected to be treated as a RIC under Subchapter M of the Code. So long as we maintain our status 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 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. Dividends 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.

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 under certain circumstances, 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 the Credit Facility. We cannot assure stockholders that they will receive any distributions or distributions at a particular level.

In accordance with certain applicable Treasury regulations and private letter rulings issued by the Internal Revenue Service, 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 Treasury regulations or private letter 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

Investment Portfolio

On October 1, 2018, we received full repayment on the second lien term loan of Roberts-Gordon, LLC for total proceeds of $7.2 million, including a $0.03 million prepayment fee. We also received a distribution related to our equity of $0.9 million which resulted in a realized gain of $0.4 million.

On October 1, 2018, we invested $10.0 million in the second lien term loan of NGS US Finco, LLC, a manufacturer of rotary meters, pipeline distribution repair/upgrade products, electric actuators and chemical pumps to natural gas utilities and energy/industrial distributors.

On October 18, 2018, we invested $10.7 million in the first lien term loan and $3.7 million in the unfunded delayed draw term loan of Premiere Digital Services, Inc, a provider of digital media services to the entertainment industry. Additionally, we invested $0.5 million in the equity of the company.

On October 2, 2018, we invested $3.3 million in the first lien term loan of TechInsights, Inc., an existing portfolio company.

On October 23, 2018, we had a partial sell down of the first lien term loan of Good Source Solutions, Inc. for $9.9 million.

On October 31, 2018, we received full repayment on the second lien term loan of Keais Records Service, LLC for total proceeds of $7.9 million, including a $0.1 million prepayment fee.

Credit Facility

The outstanding balance under the Credit Facility as of November 5, 2018 was $62.1 million.

SBA-guaranteed Debentures

The total balance of SBA-guaranteed debentures outstanding as of November 5, 2018 was $150.0 million.

Dividend Declared

On October 16, 2018, the Company’s board of directors declared a regular monthly dividend for each of October, November and December 2018 as follows:

Declared	Ex-Dividend Date	Record Date	Payment Date	Amount per Share
10/16/2018	10/30/2018	10/31/2018	11/15/2018	$	0.1133
10/16/2018	11/29/2018	11/30/2018	12/14/2018	$	0.1133
10/16/2018	12/28/2018	12/31/2018	1/15/2019	$	0.1133

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. For the three months ended September 30, 2018 and 2017, 90% and 77% of the loans in our portfolio bore interest at floating rates, respectively. These floating rate loans typically bear interest in reference to LIBOR, which are indexed to 30-day or 90-day LIBOR rates, subject to an interest rate floor. As of September 30, 2018 and 2017, the weighted average interest rate floor on our floating rate loans was 0.97% and 0.87%, respectively.

Assuming that the Statement of Assets and Liabilities as of September 30, 2018 were to remain constant and no actions were taken to alter the existing interest rate sensitivity, the following table shows the annual impact on net income of changes in interest rates:

($ in millions)
Change in Basis Points	Interest Income			Interest Expense			Net Interest Income ⁽¹⁾
Up 300 basis points	$	12.2		$	(2.4	)	$	9.8
Up 200 basis points		8.1			(1.6	)		6.6
Up 100 basis points		4.1			(0.8	)		3.3
Down 300 basis points		(5.6	)		2.4			(3.2	)
Down 200 basis points		(5.6	)		1.6			(4.0	)
Down 100 basis points		(4.0	)		0.8			(3.2	)

⁽¹⁾

Excludes the impact of incentive fees based on pre-incentive fee net investment income. See Note 2 for more information on the incentive fee.

Although we believe that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in credit quality, size and composition of the assets on the balance sheet and other business developments that could affect net increase in net assets resulting from operations. Accordingly, no assurances can be given that actual results would not differ materially from the potential outcome simulated by this estimate. We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contacts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio of investments. For the three months ended September 30, 2018 and 2017, we did not engage in hedging activities.

Item 4.

Controls and Procedures

(a)

Evaluation of Disclosure Controls and Procedures

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

(b)

Changes in Internal Control Over Financial Reporting

The Company’s management did not identify any change in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2018 that has materially affected, or is reasonable likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1.

Legal Proceedings

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

Item 1A.

Risk Factors

Other than those described under Item 1A - Risk Factors in our quarterly report on Form 10-Q for the quarter ended June 30, 2018 and March 31, 2018, there have been no other material changes in the information provided under the heading “Risk Factors” in our Annual Report on Form 10-K as of December 31, 2017. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, financial condition and/or operating results.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

During the nine months ended September 30, 2018, we issued a total of 7,931 shares of common stock under the DRIP. This issuance was not subject to the registration requirements of the Securities Act of 1933. The aggregate value of the shares of our common stock issued under the DRIP was approximately $94,788.

Item 3.

Defaults Upon Senior Securities

Not applicable.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

Item 6.

EXHIBITS.

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:

Exhibit
Number		Description
31.1		Chief Executive Officer Certification pursuant to Exchange Act Rule 13a-14 (a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2		Chief Financial Officer Certification pursuant to Exchange Act Rule 13a-14 (a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1		Chief Executive Officer Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

32.2		Chief Financial Officer Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

*		Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: November 6, 2018

STELLUS CAPITAL INVESTMENT CORPORATION

	By:	/s/ Robert T. Ladd
	Name:	Robert T. Ladd
	Title:	Chief Executive Officer and President

	By:	/s/ W. Todd Huskinson
	Name:	W. Todd Huskinson
	Title:	Chief Financial Officer