UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| x | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Fiscal Year Ended December 31, 2013
| ¨ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission |
Exact name of registrants as specified in their charters, addresses of principal executive offices, telephone numbers and states or other jurisdictions of incorporation or organization |
I.R.S. Employer Identification Number | ||
| 814-01022 |
Capitala Finance Corp. 4201 Congress St., Suite 360 Charlotte, North Carolina Telephone: (704) 376-5502 State of Incorporation: Maryland |
90-0945675 | ||
| 814-01021 |
CapitalSouth Partners Fund II 4201 Congress St., Suite 360 Charlotte, North Carolina Telephone: (704) 376-5502 State of Formation: North Carolina |
55-0793325 | ||
| 814-01023 |
CapitalSouth Partners SBIC 4201 Congress St., Suite 360 Charlotte, North Carolina Telephone: (704) 376-5502 State of Formation: Delaware |
20-8426667 |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of Each Class |
Name of Each Exchange on Which Registered | |
| Common Stock, par value $0.01 per share | The NASDAQ Global Select Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.
| Capitala Finance Corp. | Yes ¨ No x |
| CapitalSouth Partners Fund II Limited Partnership | Yes ¨ No x |
| CapitalSouth Partners SBIC Fund III, L.P. | Yes ¨ No x |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.
| Capitala Finance Corp. | Yes ¨ No x |
| CapitalSouth Partners Fund II Limited Partnership | Yes ¨ No x |
| CapitalSouth Partners SBIC Fund III, L.P. | Yes ¨ No x |
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.
| Capitala Finance Corp. | Yes x No ¨ |
| CapitalSouth Partners Fund II Limited Partnership | Yes x No ¨ |
| CapitalSouth Partners SBIC Fund III, L.P. | Yes x No ¨ |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
| Capitala Finance Corp. | Yes ¨ No ¨ |
| CapitalSouth Partners Fund II Limited Partnership | Yes ¨ No ¨ |
| CapitalSouth Partners SBIC Fund III, L.P. | Yes ¨ No ¨ |
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
| Capitala Finance Corp. | Yes x No ¨ | |
| CapitalSouth Partners Fund II Limited Partnership | Yes x No ¨ | |
| CapitalSouth Partners SBIC Fund III, L.P. | Yes x No ¨ | |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):
| Capitala Finance Corp. | Large accelerated filer | ¨ | Accelerated filer | ¨ |
| Non-accelerated filer | x | Smaller reporting company | ¨ |
| CapitalSouth Partners Fund II Limited Partnership | Large accelerated filer | ¨ | Accelerated filer | ¨ |
| Non-accelerated filer | x | Smaller reporting company | ¨ |
| CapitalSouth Partners SBIC Fund III, L.P. | Large accelerated filer | ¨ | Accelerated filer | ¨ |
| Non-accelerated filer | x | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Capitala Finance Corp. | Yes ¨ No x | |
| CapitalSouth Partners Fund II Limited Partnership | Yes ¨ No x | |
| CapitalSouth Partners SBIC Fund III, L.P. | Yes ¨ No x |
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 28, 2013 was zero because trading of the registrant’s common stock on the NASDAQ Global Select Market did not commence until September 25, 2013. The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of December 31, 2013 was $221.1 million.
The number of shares of Capitala Finance Corp.’s common stock, $0.01 par value, outstanding as of March 27, 2014 was 12,974,420.
Documents Incorporated by Reference
Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A relating to the registrant’s 2014 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of the Company’s fiscal year, are incorporated by reference in Part III of this Annual Report on Form 10-K as indicated herein.
TABLE OF CONTENTS
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In this annual report on Form 10-K, except as otherwise indicated, the terms:
| • | “we,” “us,” “our,” “Capitala Finance” and the “Company” refer to Capitala Finance Corp., together with its consolidated subsidiaries; |
| • | The “Investment Advisor” and “Capitala Investment Advisors” refers to Capitala Investment Advisors, LLC, our investment advisor; and |
| • | The “Administrator” refers to Capitala Advisors Corp., our administrator. |
FORMATION OF OUR COMPANY
We are an externally managed non-diversified closed-end management investment company incorporated in Maryland that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). We commenced operations on May 24, 2013 and completed our initial public offering (“IPO”) on September 30, 2013. The Company is managed by Capitala Investment Advisors, LLC, an investment adviser that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and Capitala Advisors Corp. provides the administrative services necessary for us to operate. In addition, for U.S. federal income tax purposes, the Company intends to elect to be treated as a regulated investment company (“RIC”) commencing with our tax year ending August 31, 2014, under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). We are an “emerging growth company” within the meaning of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and as such are subject to reduced public company reporting requirements.
The Company was formed for the purpose of (i) acquiring, through a series of transactions, an investment portfolio from the following entities: CapitalSouth Partners Fund I Limited Partnership (“Fund I”); CapitalSouth Partners Fund II Limited Partnership (“Fund II”); CapitalSouth Partners Fund III, L.P. (“Fund III Parent”); CapitalSouth Partners SBIC Fund III, L.P. (“Fund III”) and CapitalSouth Partners Florida Sidecar Fund I, L.P. (“Florida Sidecar” and, collectively with Fund I, Fund II, Fund III and Fund III Parent, the “Legacy Funds”); (ii) raising capital in the IPO and (iii) continuing and expanding the business of the Legacy Funds by making additional debt and equity investments in smaller and lower middle market companies.
The Company’s investment objective is to generate both current income and capital appreciation through debt and equity investments. Both directly and through our subsidiaries that are licensed by the U.S. Small Business Administration (“SBA”) under the Small Business Investment Company (“SBIC”) Act, we offer customized financing to business owners, management teams and financial sponsors for change of ownership transactions, recapitalizations, strategic acquisitions, business expansion and other growth initiatives. We invest primarily in traditional mezzanine, senior subordinated and unitranche debt, as well as senior and second-lien loans and, to a lesser extent, equity securities issued by smaller and lower middle-market companies.
On September 24, 2013, the Company acquired 100% of the limited partnership interests in Fund II, Fund III and Florida Sidecar and each of their respective general partners, as well as certain assets from Fund I and Fund III Parent, in exchange for an aggregate of 8,974,420 shares of the Company’s common stock (the “Formation Transactions”). Fund II, Fund III and Florida Sidecar became the Company’s wholly-owned subsidiaries. Fund II and Fund III retained their SBIC licenses, continue to hold their existing investments and continue to make new investments. The IPO consisted of the sale of 4,000,000 shares of the Company’s common stock at a price of $20.00 per share resulting in net proceeds to the Company of $74,250,000, after deducting underwriting fees and commissions totaling $5,750,000.
OUR INVESTMENT STRATEGY
Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We expect the companies in which we invest will generally have between $5 million and $30 million in trailing twelve month earnings before interest, tax, depreciation and amortization (“EBITDA”). We believe our focus on mezzanine and senior subordinated loans enables us to receive higher interest rates and more substantial equity participation. We may also invest in first-lien, senior secured positions in “stretch” senior secured loans, also referred to as “unitranche” loans, which combine characteristics of traditional first-lien senior secured loans and subordinated loans, providing us with greater influence and security in the primary collateral of a borrower and potentially mitigating loss of principal should a borrower default. In addition to debt securities, we may acquire equity or detachable equity-related interests (including warrants) from a borrower. Typically, the debt in which we invest is not initially rated by any rating agency; however, we believe that if such investments were rated, they would be rated below investment grade. Below investment grade securities, which are often referred to as “high yield” or “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. We intend to target investments that mature in four to six years from our investment.
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We typically will not limit our loan commitments to a percentage of a traditional borrowing base, although we attempt to protect against risk of loss on our debt investments by structuring, underwriting and pricing loans based on anticipated cash flows of our borrowers. As of December 31, 2013, our investment adviser, Capitala Investment Advisors, underwrote investments in 80 smaller and lower middle-market companies totaling more than $510 million of invested capital since 2000, and we believe that a continuation of this strategy allows us to make structured investments with more attractive pricing and greater opportunities for meaningful equity participation than traditional asset-based, senior secured loans. Further, we believe that we benefit from our investment adviser’s long-standing relationships with many private equity fund sponsors, whose participation in portfolio companies, we believe, makes repayment from refinancing, asset sales and/or sales of the borrowers themselves more likely than a strategy whereby we consider investments only in founder-owned or non-sponsored borrowers.
OUR INVESTMENT ADVISOR
We are managed by Capitala Investment Advisors, whose investment team members have significant and diverse experience financing, advising, operating and investing in smaller and lower middle-market companies. Capitala Investment Advisors’ investment team also manages CapitalSouth Partners SBIC Fund IV, L.P. (“Fund IV”), a private investment limited partnership providing financing solutions to companies that generate between $5 million and $50 million in annual revenues and have between $1 million and $5 million in annual EBITDA. Fund IV had its first closing in March 2013 and obtained SBA approval for its SBIC license in April 2013. In addition to Fund IV, affiliates of Capitala Investment Advisors manage several affiliated funds. We will not co-invest in transactions with other entities affiliated with Capitala Investment Advisors unless we obtain an exemptive order from the SEC or do so in accordance with existing regulatory guidance. We intend to submit an exemptive application to the SEC to permit us to participate in negotiated co-investments with other funds managed by Capitala Investment Advisors or affiliated advisers in a manner consistent with our investment objective, strategies and restrictions, as well as regulatory requirement and other pertinent factors. We do not expect to make co-investments, or otherwise compete for investment opportunities, with Fund IV because its focus and investment strategy differ from our own.
Our investment adviser is led by Joseph B. Alala, III, our chief executive officer, president, chairman of our Board of Directors and the managing partner and chief investment officer of our investment adviser, Hunt Broyhill, a partner of our investment adviser, Stephen A. Arnall, our chief financial officer, and John F. McGlinn, our chief operating officer, secretary and treasurer, and a director of our investment adviser. Messrs. Alala, Broyhill and McGlinn serve as our investment adviser’s investment committee. They are assisted by Christopher B. Norton and Michael S. Marr, who both serve as directors of our investment adviser, as well as thirteen other investment professionals.
Our investment adviser’s investment committee, as well as certain key investment team members that are involved in screening and underwriting portfolio transactions, have worked together for more than ten years. These investment professionals have an average of over 20 years of experience in various finance-related fields, including operations, corporate finance, investment banking, business law and merchant banking, and have collectively developed a broad network of contacts that can offer us investment opportunities. Much of our investment adviser’s investment team has worked together screening opportunities, underwriting new investments and managing a portfolio of investments in smaller and lower middle-market companies through two recessions, a credit crunch, the dot-com boom and bust and a historic, leverage-fueled asset valuation bubble.
INVESTMENTS
We will engage in various investment strategies from time to time in order to achieve our overall lending and investment objectives. Our strategies will generally require current cash yields and sensible leverage and fixed charge coverage ratios and either a first- or second-lien position (subject to limited instances in which we will not obtain security) in the collateral of the portfolio company. The strategy we select will depend upon, among other things, market opportunities, the skills and experience of our investment adviser’s investment team, the result of our financial, operational and strategic evaluation of the opportunity, and our overall portfolio composition. Most of our existing debt investments offer, and we expect most of our future debt investments will offer, the opportunity to participate in a borrower’s equity performance through warrant participation, direct equity ownership or otherwise, and many notes that we purchase will require the borrower to pay an early termination fee. Collectively, these attributes have been, and are expected to be, important contributors to the returns generated by our investment adviser’s investment team.
Capitala Investment Advisors’ investment team uses a disciplined investment, portfolio monitoring and risk management process that emphasizes strict underwriting standards and guidelines, strong due diligence investigation, regular portfolio review, analysis and performance-guided responses, and proper investment diversification. We allocate capital among different industries, geographies and private equity sponsors on the basis of relative risk/reward profiles as a function of their associated downside risk, volatility, perceived fundamental risk and our ability to obtain favorable investment protection terms.
Types of Investments
We will target debt investments that yield meaningful current income and, in many cases, provide the opportunity for capital appreciation through equity securities. In each case, the following criteria and guidelines are applied to the review of a potential investment; however, not all criteria are met in every single investment in our portfolio, nor do we guarantee that all criteria will be met in the investments we will make in the future.
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| • | Established Companies With Positive Cash Flow. We seek to invest in established companies with a history of generating revenues and positive cash flows. We intend to focus on companies with a history of profitability and minimum trailing twelve-month EBITDA of $5 million. We do not intend to invest in start-up companies, distressed or “turn-around” situations or companies with business plans that we do not understand. |
| • | Experienced Management Teams with Meaningful Investment. We seek to invest in companies in which senior or key managers have significant company- or industry-level experience and have significant equity ownership. It has been our experience that these management teams are more committed to the company’s success and more likely to manage the company in a manner that protects our debt and equity investments. |
| • | Significant Invested Capital. We believe that the existence of an appropriate amount of equity beneath our debt capital provides valuable support for our investment. In addition, the degree to which the particular investment is a meaningful one for the portfolio company’s financial sponsor, and the financial sponsor’s ability and willingness to invest additional equity capital as and to the extent necessary, are also important considerations. |
| • | Appropriate Capital Structures. We seek to invest in companies that are appropriately capitalized. First, we examine the amount of equity that is being invested by the company’s private equity sponsor to determine whether there is a sufficient capital cushion beneath our invested capital. We also analyze the amount of leverage, and the characteristics of senior debt with lien priority over our investment. |
| • | Strong Competitive Position. We intend to invest in companies that have developed strong, defensible product or service offerings within their respective market segments. These companies should be well positioned to capitalize on organic and strategic growth opportunities, and should compete in industries with strong fundamentals and meaningful barriers to entry. We further analyze prospective portfolio investments in order to identify competitive advantages within their industry, which may result in superior operating margins or industry-leading growth. |
| • | Customer and Supplier Diversification. We expect to invest in companies with sufficiently diverse customer and supplier bases. We believe these companies will be better able to endure industry consolidation, economic contraction and increased competition than those that are not sufficiently diversified. However, we also recognize that from time to time, an attractive investment opportunity with some concentration among its customer base or supply chain will present itself. We believe that concentration issues can be evaluated and, in some instances (whether due to supplier or customer product or platform diversification, the existence and quality of long-term agreements with such customers or suppliers or other select factors), mitigated, thus presenting a superior risk-adjusted pricing scenario. |
Debt Investments
Capitala Investment Advisors’ investment team tailors the terms of each debt investment to the facts and circumstances of the transaction, the needs of the prospective portfolio company and, as applicable, its financial sponsor, negotiating a structure that seeks to protect our rights and manage our risk while creating incentives for the portfolio company to achieve its business plan. As of December 31, 2013, 35% of our debt investments were secured by a first lien on the assets of the portfolio company, 63% of our debt investments were secured by a second lien on the assets of the portfolio company and 2% of our debt investments were unsecured. We expect our primary source of return to be the monthly cash interest we will collect on our debt investments. We also typically seek board observation rights with each portfolio company and we offer (and have historically provided) managerial and strategic assistance to these companies. We seek to further protect invested principal by negotiating appropriate affirmative, negative and financial covenants in our debt documents that are conservative enough to represent a prudent cushion at closing or to budgeted projections, but that are flexible enough to afford our portfolio companies and their financial sponsors sufficient latitude to allow them to grow their businesses. Typical covenants include default triggers and remedies (including penalties), lien protection, leverage and fixed charge coverage ratios, change of control provisions and put rights. Most of our loans feature call protection to enhance our total return on debt investments that are repaid prior to maturity.
Most of our debt investments are structured as senior subordinated notes. On a fair market value basis, 56% of our debt investments consist of senior subordinated notes as of December 31, 2013. Senior subordinated notes are subordinate to senior debt provided by financial institutions (primarily, asset-based revolving credit facilities and, in some cases, term loans) but senior to other subordinated notes, including junior subordinated notes and seller notes. Our senior subordinated notes are typically issued with five-year terms. Some senior subordinated notes have payment-in-kind (“PIK”) interest, which is a form of interest that is not paid currently in cash, but is accrued and added to the loan balance until paid at the end of the term. While we generally seek to minimize the percentage of our fixed return that is in the form of PIK interest, we sometimes receive PIK due to prevailing market conditions that do not support the overall blended interest yield on our debt investments being paid in all-cash interest. As of December 31, 2013, our weighted average PIK yield in our debt investments is 1.1%. In addition to yield in the form of current cash and PIK interest, most of our debt investments include an equity component, such as a warrant to purchase a common equity interest in the borrower for a nominal price. As of December 31, 2013, the weighted average annualized yield on all of our outstanding debt investments was 13.7%, the weighted average annualized yield, excluding PIK interest, was 12.6% and 55% of our debt investments came with detachable warrants.
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We also opportunistically structure certain debt investments as senior secured or unitranche notes and as of December 31, 2013, 18% of the fair value of our debt investments consisted of such investments. Senior secured loans will typically provide for a fixed interest rate and may contain some minimum amount of principal amortization, excess cash flow sweep feature, prepayment penalties, or any combination of the foregoing. Senior secured loans are secured by a first priority lien in all existing and future assets of the borrower and may take the form of term loans or delayed draw facilities. As of December 31, 2013, 24% of the fair value of our portfolio’s debt investments consisted of senior secured term loans with liens that are subordinated only to a senior secured revolving credit facility provider. Unitranche debt financing typically involves issuing one debt security that blends the risk and return profiles of both senior secured and subordinated debt in one debt security. We believe that unitranche debt can be attractive for many smaller and lower middle-market businesses, given the reduced structural complexity, single lender interface and elimination of intercreditor or potential agency conflicts among lenders.
Equity Investments
When we make a debt investment, we may be granted equity participation in the form of detachable warrants to purchase common equity in the company in the same class of security that the owners or equity sponsors receive upon funding. In addition, we may make non-control equity co-investments in conjunction with a loan transaction with a borrower. Capitala Investment Advisors’ investment team generally seeks to structure our equity investments, such as direct equity co-investments, to provide us with minority rights provisions and, as and to the extent available, event-driven put rights. They also seek to obtain limited registration rights in connection with these investments, which may include “piggyback” registration rights. In addition to warrants and equity co-investments, our debt investments in the future may contain a synthetic equity position.
INVESTMENT PROCESS
Our investment adviser’s investment team is led by its investment committee and is responsible for all aspects of our investment process. The current members of the investment committee are Joseph B. Alala, III, our chief executive officer, president, chairman of our Board of Directors and the managing partner and chief investment officer of our investment adviser, Hunt Broyhill, a partner of our investment adviser, and John F. McGlinn, our chief operating officer, secretary and treasurer, and a director of our investment adviser. Christopher B. Norton and Michael S. Marr, also both serve as directors of our investment adviser, and Adam Richeson, Richard Wheelahan, our chief compliance officer, and J. Davis Hutchens each serves as a vice president of our investment adviser. While the investment strategy involves a team approach, whereby potential transactions are screened by various members of the investment team, Mr. Alala and one other member of the investment committee of Capitala Investment Advisors must approve investments in order for them to proceed. Messrs. Alala and McGlinn meet weekly and, together with Mr. Broyhill, on an as needed basis, depending on the nature and volume of investment opportunities. Capitala Investment Advisors’ investment committee has worked together for over ten years. The stages of our investment selection process are as follows:
Deal Generation/Origination
Deal generation and origination is maximized through long-standing and extensive relationships with industry contacts, brokers, commercial and investment bankers, entrepreneurs, service providers (such as lawyers and accountants), as well as current and former clients, portfolio companies and investors. Our investment adviser’s investment team supplements these lead generators by also utilizing broader marketing efforts, such as attendance at prospective borrower industry conventions, an active calling effort to investment banking boutiques, private equity firms and independent sponsors that are also investing in high quality smaller and lower middle-market companies, and, most importantly, based on our investment adviser’s track record as a responsive, flexible, value-add lender and co-investor, as demonstrated by 80 investments in smaller and lower middle-market businesses and equity co-investments with reputed private equity firms. We have developed a reputation as a knowledgeable and reliable source of capital, providing value-added industry advice and financing assistance to borrowers’ businesses and in executing financial sponsors’ growth strategies. Furthermore, with offices throughout the Southeast, we have the ability to cover a large geographical area and to market to unique groups from each office. Specifically, our Charlotte, Louisville, Raleigh, Fort Lauderdale, Washington D.C. and Atlanta offices cover significant territory that is traditionally underserved, allowing us to source a high volume of direct deal flow.
Screening
All potential investments that are received are screened for suitability and consistency with our investment criteria (see “— Due Diligence and Underwriting,” below). In screening potential investments, our investment adviser’s investment team utilizes the same value-oriented investment philosophy they employed in their work with the Legacy Funds and commits resources to managing downside exposure. If a potential investment meets our basic investment criteria, a deal team is assigned to perform preliminary due diligence. In doing so, we consider some or all of the following factors:
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| • | A comprehensive financial model that we prepare based on quantitative analysis of historical financial performance, financial projections made by management or the financial sponsor, as the case may be, and pro forma financial ratios assuming an investment consistent with possible structures. In analyzing our model, we test various investment structures, pricing options, downside scenarios and other sensitivities in order to better understand potential risks and possible financial covenant ratios. |
| • | The competitive landscape and industry dynamics impacting the potential portfolio company; |
| • | Strengths and weaknesses of the potential investment’s business strategy and industry outlook; and |
| • | Results of a broad qualitative analysis of the company’s products or services, market position and outlook, customers, suppliers and quality of management. |
If the results of this preliminary due diligence are satisfactory, the deal team prepares an executive summary that is presented to certain members our investment adviser’s investment committee in a meeting that includes all members of the portfolio and investment teams. This executive summary includes the following areas:
| • | Company history and summary of product(s) and/or service(s); |
| • | An overview of investors, anticipated capital sources and transaction timing; |
| • | Investment structure and expected returns, including initial projected financial ratios; |
| • | Analysis of historical financial results and key assumptions; |
| • | Analysis of company’s business strategy; |
| • | Analysis of financial sponsor’s relevant experience or expected strategy; |
| • | Investment strengths, weaknesses and priority issues to be addressed in due diligence; and |
| • | Pro forma capitalization and ownership. |
If our investment committee recommends moving forward, we issue a non-binding term sheet or indication of interest to the potential portfolio company and, when applicable, its financial sponsor. If a term sheet is successfully negotiated, we begin more formal due diligence and underwriting as we progress towards ultimate investment approval and closing.
Due Diligence and Underwriting
The completion of due diligence deliverables is led by at least two investment professionals; however, all investment and portfolio team members are regularly updated with due diligence progress, especially any issues that emerge. The two investment professionals leading the due diligence efforts are typically assigned to the original deal team that worked on the executive summary; however, post-term sheet deal teams sometimes contain one or more additional investment professionals and may include other professionals from business development, portfolio or other areas if a particular skill or experience set would be especially valuable in the due diligence process. The members of the underwriting team complete due diligence and analyze the relationships among the prospective portfolio company’s business plan, operations and expected financial performance. Due diligence touches upon some or all of the following:
| • | On-site visits with management and relevant key employees; |
| • | In-depth review of historical and projected financial statements, including covenant calculation work sheets; |
| • | Interviews with customers and suppliers; |
| • | Management background checks; |
| • | Review of reports by third-party accountants, outside counsel and other industry, operational or financial experts, whether retained by us, or the financial sponsor; |
| • | Review of material contracts; and |
| • | Review of financial sponsor’s due diligence package and internal executive summaries. |
Typically, we utilize outside experts to analyze the legal affairs, accounting systems and financial results and, where appropriate, we engage specialists to investigate certain issues. During the underwriting process, significant, ongoing attention is devoted to sensitivity analyses regarding whether a company might bear a significant “downside” case and remain profitable and in compliance with assumed financial covenants. These “downside” scenarios typically involve assumptions regarding the loss of key customers and/or suppliers, an economic downturn, adverse regulatory changes and other relevant stressors that we attempt to simulate in our quantitative and qualitative analyses. Further, we continually examine the effect of these scenarios on financial ratios and other metrics.
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During the underwriting process, the executive summary that was completed for the initial investment committee presentation is updated and changes are presented at subsequent, weekly meetings of the investment committee for continued discussion and, to the extent applicable, the investment committee issues new instructions to the underwriting team from the investment committee.
Approval, Documentation and Closing
The underwriting team for the proposed investment presents the updated executive summary and key findings from due diligence to the investment committee on an ongoing, weekly basis. Prior to the commencement of documentation, approval from the investment committee is sought and, if approved, the underwriting professionals heretofore involved proceed to documentation.
At all times during the documentation process, the underwriting professionals who conducted the due diligence remain involved; likewise, all extensively negotiated documentation decisions are made by the lead underwriting team member, in accordance with input from at least one investment committee member and guidance from outside counsel. As and to the extent necessary, key documentation challenges are brought before the investment committee for prompt discussion and resolution. Upon the completion of satisfactory documentation and the satisfaction of closing conditions, final approval is sought from the investment committee before closing and funding.
ONGOING RELATIONSHIPS WITH PORTFOLIO COMPANIES
Monitoring
Our investment adviser will monitor our portfolio companies on an ongoing basis. It will monitor the financial trends of each portfolio company to determine if it is meeting its business plan and to assess the appropriate course of action for each company. We generally require our portfolio companies to provide annual audited financial statements, quarterly unaudited financial statements, in each case, with management discussion and analysis and covenant compliance certificates, and monthly unaudited financial statements. Using the monthly financial statements, we calculate and evaluate all financial covenants and additional financial coverage ratios that might not be part of our covenant package in the loan documents. For purposes of analyzing a portfolio company’s financial performance, we may adjust their financial statements to reflect pro forma results in the event of a recent change of control, sale, acquisition or anticipated cost savings.
Our investment adviser has several methods of evaluating and monitoring the performance and fair value of our investments, including the following:
| • | Assessment of success in adhering to each portfolio company’s business plan and compliance with covenants; |
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| • | Periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments; |
| • | Comparisons to our other portfolio companies in the industry, if any; |
| • | Attendance at and participation in board meetings; and |
| • | Review of monthly and quarterly financial statements and financial projections for portfolio companies. |
In addition to various risk management and monitoring tools, our investment adviser also uses an investment rating system to characterize and monitor our expected level of return on each investment in our portfolio.
As part of our valuation procedures, we risk rate all of our investments. In general, our investment rating system uses a scale of 1 to 5, with 1 being the lowest probability of default and principal loss. Our internal rating is not an exact system, but is used internally to estimate the probability of: (i) default on our debt securities and (ii) loss of our debt principal, in the event of a default. In general, our internal rating system may also assist our valuation team in its determination of the estimated fair value of equity securities or equity-like securities. Our internal risk rating system generally encompasses both qualitative and quantitative aspects of our portfolio companies.
Our internal investment rating system incorporates the following five categories:
| Investment Rating |
Summary Description | |
| 1 | In general, the investment may be performing above our internal expectations. Full return of principal and interest is expected. Capital gain is expected. | |
| 2 | In general, the investment may be performing within our internal expectations, and potential risks to the applicable investment are considered to be neutral or favorable compared to any potential risks at the time of the original investment. All new investments are initially given this rating. | |
| 3 | In general, the investment may be performing below our internal expectations and therefore, investments in this category may require closer internal monitoring; however, the valuation team believes that no loss of investment return (interest and/or dividends) or principal is expected. The investment also may be out of compliance with certain senior or senior subordinated debt financial covenants. | |
| 4 | In general, the investment may be performing below internal expectations and quantitative or qualitative risks may have increased materially since the date of the investment. Some loss of investment return and/or principal is expected. | |
| 5 | In general, the investment may be performing substantially below our internal expectations and a number of quantitative or qualitative risks may have increased substantially since the original investment. Loss of some or all principal is expected. |
Our investment adviser will monitor and, when appropriate, change the investment ratings assigned to each investment in our portfolio. In connection with our valuation process, our investment adviser will review these investment ratings on a quarterly basis, and our Board of Directors will affirm such ratings. The investment rating of a particular investment should not, however, be deemed to be a guarantee of the investment’s future performance.
The following table shows the distribution of our investments on the 1 to 5 investment performance rating scale at fair value as of December 31, 2013 (dollars in thousands):
Investment Performance Rating | Investments | Percentage | ||||||
| 1 | $ | 183,194 | 50.2 | % | ||||
| 2 | 129,721 | 35.5 | ||||||
| 3 | 44,680 | 12.3 | ||||||
| 4 | 7,124 | 2.0 | ||||||
| 5 | — | — | ||||||
| Total | $ | 364,719 | 100.0 | % | ||||
The following table shows the distribution of our investments on the 1 to 5 investment performance rating scale at fair value as of December 31, 2012 (dollars in thousands):
Investment Performance Rating | Investments | Percentage | ||||||
| 1 | $ | 172,598 | 60.8 | % | ||||
| 2 | 80,676 | 28.4 | ||||||
| 3 | 21,870 | 7.7 | ||||||
| 4 | 8,787 | 3.1 | ||||||
| 5 | — | — | ||||||
| Total | $ | 283,931 | 100.0 | % | ||||
Valuation Procedures
We will conduct the valuation of our assets, pursuant to which our net asset value shall be determined, at all times consistent with GAAP, the 1940 Act and SBA valuation guidelines. Our valuation procedures are set forth in more detail below:
Securities for which market quotations are readily available on an exchange shall be valued at such price as of the closing price on the day of valuation. We may also obtain quotes with respect to certain of our investments from pricing services or brokers or dealers in order to value assets. When doing so, we will determine whether the quote obtained is sufficient according to GAAP to determine the fair value of the security. If determined adequate, we will use the quote obtained.
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Securities for which reliable market quotations are not readily available or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of our investment adviser or Board of Directors, does not represent fair value, shall each be valued as follows: (i) each portfolio company or investment is initially valued by the investment professionals responsible for the portfolio investment; (ii) preliminary valuation conclusions are documented and discussed with our senior management; (iii) independent third-party valuation firms engaged by, or on behalf of, the Board of Directors will conduct independent appraisals, review management’s preliminary valuations and prepare separate preliminary valuation conclusions on a selected basis such that each portfolio investment shall be independently reviewed at least annually (investments will not be selected for such review, however, if they (a) have a value as of the previous quarter of less than 2.0% of our gross assets as of the previous quarter, or (b) have a value as of the current quarter of less than 2.0% of our gross assets as of the previous quarter, after taking into account any repayment of principal during the current quarter); and (iv) the Board of Directors will discuss valuations and determine the fair value of each investment in our portfolio in good faith based on the input of the investment adviser and, where appropriate, the respective third-party valuation firms.
Determination of the fair value involves subjective judgments and estimates not susceptible to substantiation by auditing procedures. Accordingly, under current auditing standards, the notes to our financial statements will refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our financial statements. In addition, the SBA has established certain valuation guidelines for SBICs to follow when valuing portfolio investments.
In making the good faith determination of the value of these securities, we start with the cost basis of the security, which includes the amortized original issue discount and PIK interest, if any. We prepare the valuations of our investments in portfolio companies using the most recent portfolio company financial statements and forecasts. We also consult updates that we receive from senior management members at portfolio companies, whether solicited for valuation purposes, or received in the ordinary course of our portfolio monitoring or due diligence process. These updates include information such as industry trends, new product development or service offerings and other operational or strategic issues.
For debt securities that are not publicly traded or for which there is no market, we begin with our investment rating of the security as described above. Using this investment rating, we seek to determine the value of the security as if we intended to sell the security in a current sale. The factors that may be taken into account in arriving at fair value include the following, as applicable: the portfolio company’s ability to service its interest and principal payment obligations, its estimated earnings and projected discounted cash flows, the nature and realizable value of any collateral, the financial environment in which the portfolio company operates, comparisons to securities of similar publicly traded companies, statistical ratios compared to lending standards and to other similarly situated securities and other relevant factors.
As part of the fair valuation process, the audit committee reviews the preliminary evaluations prepared by the independent valuation firm engaged by the Board of Directors, as well as management’s valuation recommendations. Management and the independent valuation firm respond to the preliminary evaluation to reflect comments provided by the audit committee. The audit committee reviews the final valuation report and management’s valuation recommendations and makes a recommendation to the Board of Directors based on its analysis of the methodologies employed and the various weights that should be accorded to each portion of the valuation as well as factors that the independent valuation firm and management may not have considered in their evaluation process. The Board of Directors then evaluates the audit committee recommendations and undertakes a similar analysis to determine the fair value of each investment in the portfolio in good faith.
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 ready market existed for such investments, and the differences could be material. Additionally, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to differ from the valuations assigned at any time. For a discussion of the risks inherent in determining the fair value of securities for which readily available market values do not exist, see “Risk Factors.”
SBIC LICENSES
Fund II and Fund III, which are our wholly-owned subsidiaries, are licensed to act as SBICs and are regulated by the SBA. The SBIC licenses allow our SBIC subsidiaries to borrow funds by issuing SBA-guaranteed debentures, subject to the issuance of a capital commitment by the SBA and other customary procedures. The SBA regulations require, among other things, that a licensed SBIC be examined periodically and audited by an independent auditor to determine the SBIC’s compliance with the relevant SBA regulations.
Under current SBA regulations, a licensed SBIC may provide capital to those entities that have a tangible net worth not exceeding $18.0 million and an average annual net income after U.S. federal income taxes not exceeding $6.0 million for the two most recent fiscal years. In addition, a licensed SBIC must devote 25.0% of its investment activity to those entities that have a tangible net worth not exceeding $6.0 million and an average annual net income after U.S. federal income taxes not exceeding $2.0 million for the two most recent fiscal years. The SBA regulations also provide alternative size standard criteria to determine eligibility, which depend on the industry in which the business is engaged and are based on factors such as the number of employees and gross sales. The SBA regulations permit licensed SBICs to make long-term loans to small businesses, invest in the equity securities of such businesses and provide them with consulting and advisory services. The SBA also places certain limitations on the financing terms of investments by SBICs in portfolio companies and prohibits SBICs from providing funds for certain purposes or to businesses in a few prohibited industries. Compliance with SBA requirements may cause Fund II and Fund III to forego attractive investment opportunities that are not permitted under SBA regulations.
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Further, the SBA regulations require that a licensed SBIC be periodically examined and audited by the SBA to determine its compliance with the relevant SBA regulations. The SBA prohibits, without prior SBA approval, a “change of control” of an SBIC or transfers that would result in any person (or a group of persons acting in concert) owning 10.0% or more of a class of capital stock of a licensed SBIC. If either Fund II or Fund III fails to comply with applicable SBA regulations, the SBA could, depending on the severity of the violation, limit or prohibit Fund II’s and Fund III’s use of debentures, declare outstanding debentures immediately due and payable, and/or limit Fund II and Fund III from making new investments. Such actions by the SBA would, in turn, negatively affect us because Fund II and Fund III are our wholly-owned subsidiaries. Fund II and Fund III were in compliance with the terms of the SBA’s leverage as of December 31, 2013 as a result of having sufficient capital as defined under the SBA regulations.
AGREEMENTS
Investment Advisory Agreement
Capitala Investment Advisors is an investment adviser that is registered as an investment adviser under the Advisers Act. Subject to the overall supervision of our Board of Directors, our Investment Adviser manages our day-to-day operations, and provides investment advisory and management services to us. Under the terms of our Investment Advisory Agreement, Capitala Investment Advisors:
| • | determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes; |
| • | identifies, evaluates and negotiates the structure of the investments we make (including performing due diligence on our prospective portfolio companies); |
| • | closes and monitors the investments we make; and |
| • | provides us with other investment advisory, research and related services as we may from time to time require. |
Capitala Investment Advisors’ services under the Investment Advisory Agreement are not exclusive, and it is free to furnish similar services to other entities so long as its services to us are not impaired.
Management Fee
Pursuant to the Investment Advisory Agreement, we have agreed to pay Capitala Investment Advisors a fee for investment advisory and management services consisting of two components — a base management fee and an incentive fee.
The base management fee is calculated at an annual rate of 1.75% of our gross assets, which is our total assets as reflected on our balance sheet and includes any borrowings for investment purposes. Although we do not anticipate making significant investments in derivative financial instruments, the fair value of any such investments, which will not necessarily equal their notional value, will be included in our calculation of gross assets. For services rendered under the Investment Advisory Agreement, the base management fee is payable quarterly in arrears. The base management fee was initially calculated based on the value of our gross assets at the end of the first calendar quarter subsequent to consummation of our IPO, and thereafter will be calculated based on the average value of our gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. For the first twelve months following our IPO, Capitala Investment Advisors has agreed to waive the portion of the base management fee payable on cash and cash equivalents held at the Capitala Finance level, excluding cash and cash equivalents held by the Legacy Funds that was acquired by Capitala Finance in connection with the Formation Transactions.
The incentive fee has two parts. The first part of the incentive fee is calculated and payable quarterly in arrears based on our pre-incentive fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus our operating expenses for the quarter (including the base management fee, expenses payable under the Administration Agreement to our administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but 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 we have not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, computed net of all realized capital losses or unrealized capital appreciation or depreciation. Pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter, is compared to a hurdle of 2.0% per quarter (8.0% annualized). Our net investment income used to calculate this part of the incentive fee is also included in the amount of our gross assets used to calculate the 1.75% base management fee. We pay Capitala Investment Advisors an incentive fee with respect to our pre-incentive fee net investment income in each calendar quarter as follows:
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| • | no incentive fee in any calendar quarter in which our pre-incentive fee net investment income does not exceed the hurdle of 2.0%; |
| • | 100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle but is less than 2.5% in any calendar quarter (10.0% annualized). We refer to this portion of our pre-incentive fee net investment income (which exceeds the hurdle but is less than 2.5%) as the “catch-up.” The “catch-up” is meant to provide our investment adviser with 20% of our pre-incentive fee net investment income as if a hurdle did not apply if this net investment income exceeds 2.5% in any calendar quarter; and |
| • | 20% of the amount of our pre-incentive fee net investment income, if any, that exceeds 2.5% in any calendar quarter (10.0% annualized) is payable to Capitala Investment Advisors (once the hurdle is reached and the catch-up is achieved, 20% of all pre-incentive fee investment income thereafter is allocated to Capitala Investment Advisors). |
The following is a graphical representation of the calculation of the income-related portion of the incentive fee:
Quarterly Incentive Fee Based on Net Investment Income
Pre-incentive fee net investment income
(expressed as a percentage of the value of net assets)
Percentage of pre-incentive fee net investment income allocated to the Capitala Investment Advisors
These calculations are appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. You should be aware that a rise in the general level of interest rates can be expected to lead to higher interest rates applicable to our debt investments. Accordingly, an increase in interest rates would make it easier for us to meet or exceed the incentive fee hurdle rate and may result in a substantial increase of the amount of incentive fees payable to our investment adviser with respect to pre-incentive fee net investment income.
The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), commencing with the 2013 calendar year, and will equal 20% of our realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees with respect to each of the investments in our portfolio, provided that, the incentive fee determined as of December 31, 2013 was calculated for a period of shorter than twelve calendar months to take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation from the inception of Capitala Finance.
We will defer cash payment of the portion of any incentive fee otherwise earned by our investment adviser that would, when taken together with all other incentive fees paid to our investment adviser during the most recent 12 full calendar month period ending on or prior to the date such payment is to be made, exceed 20% of the sum of (a) our pre-incentive fee net investment income during such period, (b) our net unrealized appreciation or depreciation during such period and (c) our net realized capital gains or losses during such period. Any deferred incentive fees will be carried over for payment in subsequent calculation periods to the extent such payment is payable under the Investment Advisory Agreement. Such deferred amounts will be calculated using a period of shorter than 12 full calendar months until 12 full calendar months have passed since completion of our initial public offering.
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Examples of Quarterly Incentive Fee Calculation
Example 1: Income Related Portion of Incentive Fee*
Alternative 1:
Assumptions
Investment income (including interest, dividends, fees, etc.) = 1.25%
Hurdle rate(1) = 2.0%
Management fee(2) = 0.50%
Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.20%
Pre-incentive fee net investment income
(investment income – (management fee + other expenses)) = 0.55%
Pre-incentive net investment income does not exceed hurdle rate, therefore there is no incentive fee.
Alternative 2:
Assumptions
Investment income (including interest, dividends, fees, etc.) = 2.9%
Hurdle rate(1) = 2.0%
Management fee(2) = 0.50%
Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.20%
Pre-incentive fee net investment income
(investment income – (management fee + other expenses)) = 2.2%
Incentive fee = 100% × pre-incentive fee net investment income, subject to the “catch-up”(4)
= 100% × (2.2% – 2.0%)
= 0.20%
Pre-incentive fee net investment income exceeds the hurdle rate, but does not fully satisfy the “catch-up” provision, therefore the income related portion of the incentive fee is 0.20%.
| * | The hypothetical amount of pre-incentive fee net investment income shown is based on a percentage of total net assets. |
| (1) | Represents 8.0% annualized hurdle rate. |
| (2) | Represents 2.00% annualized management fee. |
| (3) | Excludes organizational and offering expenses. |
| (4) | The “catch-up” provision is intended to provide the Adviser with an incentive fee of 20% on all of Capitala Finance’s pre-incentive fee net investment income as if a hurdle rate did not apply when its net investment income exceeds 2.5% in any calendar quarter. |
Alternative 3:
Assumptions
Investment income (including interest, dividends, fees, etc.) = 3.50%
Hurdle rate(1) = 2.0%
Management fee(2) = 0.50%
Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.20%
Pre-incentive fee net investment income
(investment income – (management fee + other expenses)) = 2.80%
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Incentive fee = 20% × pre-incentive fee net investment income, subject to “catch-up”(4)
Incentive fee = 100% × “catch-up” + (20% × (pre-incentive fee net investment income – 2.5%))
Catch-up = 2.5% – 2.0%
= 0.5%
Incentive fee = (100% × 0.5%) + (20% × (2.80% – 2.5%))
= 0.5% + (20% × 0.3%)
= 0.5% + 0.06%
= 0.56%
Pre-incentive fee net investment income exceeds the hurdle rate, and fully satisfies the “catch-up” provision, therefore the income related portion of the incentive fee is 0.56%.
Example 2: Capital Gains Portion of Incentive Fee
Alternative 1:
Assumptions
| • | Year 1: $20 million investment made in Company A (“Investment A”), and $30 million investment made in Company B (“Investment B”) |
| • | Year 2: Investment A sold for $50 million and fair market value (“FMV”) of Investment B determined to be $32 million |
| • | Year 3: FMV of Investment B determined to be $25 million |
| • | Year 4: Investment B sold for $31 million |
The capital gains portion of the incentive fee would be:
| • | Year 1: None |
| • | Year 2: Capital gains incentive fee of $6 million ($30 million realized capital gains on sale of Investment A multiplied by 20%) |
| • | Year 3: None |
$5 million (20% multiplied by ($30 million cumulative capital gains less $5 million cumulative capital depreciation)) less $6 million (previous capital gains fee paid in Year 2).
| • | Year 4: Capital gains incentive fee of $200,000 |
$6.2 million ($31 million cumulative realized capital gains multiplied by 20%) less $6 million (capital gains fee taken in Year 2).
| (1) | Represents 8.0% annualized hurdle rate. |
| (2) | Represents 2.00% annualized management fee. |
| (3) | Excludes organizational and offering expenses. |
| (4) | The “catch-up” provision is intended to provide the Adviser with an incentive fee of 20% on all of Capitala Finance’s pre-incentive fee net investment income as if a hurdle rate did not apply when its net investment income exceeds 2.5% in any calendar quarter. |
Alternative 2:
Assumptions
| • | Year 1: $20 million investment made in Company A (“Investment A”), $30 million investment made in Company B (“Investment B”) and $25 million investment made in Company C (“Investment C”) |
| • | Year 2: Investment A sold for $50 million, FMV of Investment B determined to be $25 million and FMV of Investment C determined to be $25 million |
| • | Year 3: FMV of Investment B determined to be $27 million and Investment C sold for $30 million |
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| • | Year 4: FMV of Investment B determined to be $24 million |
| • | Year 5: Investment B sold for $20 million |
The capital gains incentive fee, if any, would be:
| • | Year 1: None |
| • | Year 2: $5 million capital gains incentive fee |
20% multiplied by $25 million ($30 million realized capital gains on Investment A less unrealized capital depreciation on Investment B).
| • | Year 3: $1.4 million capital gains incentive fee(1) |
$6.4 million (20% multiplied by $32 million ($35 million cumulative realized capital gains less $3 million unrealized capital depreciation)) less $5 million capital gains fee received in Year 2.
| • | Year 4: None |
| • | Year 5: None |
$5 million (20% multiplied by $25 million (cumulative realized capital gains of $35 million less realized capital losses of $10 million)) less $6.4 million cumulative capital gains fee paid in Year 2 and Year 3.
Example 3: Application of the Incentive Fee Deferral Mechanism
Assumptions
| • | In each of Years 1 through 4 in this example pre-incentive fee net investment income equals $40.0 million per year, which we recognized evenly in each quarter of each year and paid quarterly. This amount exceeds the hurdle rate and the requirement of the “catch-up” provision in each quarter of such year. As a result, the annual income related portion of the incentive fee, before the application of the deferral mechanism in any year is $8.0 million ($40.0 million multiplied by 20%). All income-related incentive fees were paid quarterly in arrears. |
| • | In each year preceding Year 1, we did not generate realized or unrealized capital gains or losses, no capital gain-related incentive fee was paid and there was no deferral of incentive fees. |
| • | Year 1: We did not generate realized or unrealized capital gains or losses. |
| • | Year 2: We realized a $30.0 million capital gain and did not otherwise generate realized or unrealized capital gains or losses. |
| (1) | As illustrated in Year 3 of Alternative 1 above, if the Company were to be wound up on a date other than December 31 of any year, the Company may have paid aggregate capital gain incentive fees that are more than the amount of such fees that would be payable if the Company had been wound up on December 31 of such year. |
| • | Year 3: We recognized $5.0 million of unrealized capital depreciation and did not otherwise generate realized or unrealized capital gains or losses. |
| • | Year 4: We realized a $6.0 million capital gain and did not otherwise generate realized or unrealized capital gains or losses. |
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| Income Related
Incentive Fee Accrued Before Application of Deferral Mechanism |
Capital
Gains Related Incentive Fee Accrued Before Application of Deferral Mechanism |
Incentive Fee Calculations | Incentive
Fees Paid and Deferred | |||||
| Year 1 | $8.0 million ($40.0 million multiplied by 20%) |
None | $8.0 million | Incentive fees of $8.0 million paid; no incentive fees deferred | ||||
| Year 2 | $8.0 million ($40.0 million multiplied by 20%) |
$6.0 million (20% of $30.0 million) |
$14.0 million | Incentive fees of $14.0 million paid; no incentive fees deferred | ||||
| Year 3 | $8.0 million ($40.0 million multiplied by 20%) |
None (20% of cumulative net capital gains of $25.0 million ($30.0 million in cumulative realized gains less $5.0 million in cumulative unrealized capital depreciation) less $6.0 million of capital gains fee paid in Year 2) |
$7.0 million (20% of the sum of (a) our pre-incentive fee net investment income, (b) our net unrealized appreciation or depreciation during such period and (c) our net realized capital gains or losses during Year 3) |
Incentive fees of $7.0 million paid; $8.0 million of incentive fees accrued but payment restricted to $7.0 million; $1.0 million of incentive fees deferred | ||||
| Year 4 | $8.0 million ($40.0 million multiplied by 20%) |
$0.2 million (20% of cumulative net capital gains of $31.0 million ($36.0 million cumulative realized capital gains less $5.0 million cumulative unrealized capital depreciation) less $6.0 million of capital gains fee paid in Year 2) |
$8.2 million | Incentive fees of $9.2 million paid ($8.2 million of incentive fees accrued in Year 4 plus $1.0 million of deferred incentive fees); no incentive fees deferred |
Payment of Our Expenses
The investment team of our investment adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by Capitala Investment Advisors. We bear all other costs and expenses of our operations and transactions, including (without limitation):
| • | the cost of our organization; |
| • | the cost of calculating our net asset value, including the cost of any third-party valuation services; |
| • | the cost of effecting sales and repurchases of our shares and other securities; |
| • | interest payable on debt, if any, to finance our investments; |
| • | fees payable to third parties relating to, or associated with, making investments (such as legal, accounting and travel expenses incurred in connection with making investments), including fees and expenses associated with performing due diligence reviews of prospective investments and advisory fees; |
| • | transfer agent and custodial fees; |
| • | fees and expenses associated with marketing efforts; |
| • | costs associated with our reporting and compliance obligations under the 1940 Act, the Exchange Act and other applicable federal and state securities laws, and ongoing stock exchange fees; |
| • | federal, state and local taxes; |
| • | independent directors’ fees and expenses; | |
| • | brokerage commissions; |
| • | costs of proxy statements, stockholders’ reports and other communications with stockholders; |
| • | fidelity bond, directors’ and officers’ liability insurance, errors and omissions liability insurance and other insurance premiums; |
| • | direct costs and expenses of administration, including printing, mailing, telephone and staff; |
| • | fees and expenses associated with independent audits and outside legal costs; and |
| • | all other expenses incurred by either our administrator or us in connection with administering our business, including payments under the Administration Agreement that will be based upon our allocable portion of overhead and other expenses incurred by our administrator in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions, and our allocable portion of any costs of compensation and related expenses of our chief compliance officer and our chief financial officer and any administrative support staff. |
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Duration and Termination
The Investment Advisory Agreement was initially approved by the Board of Directors of Capitala Finance on June 10, 2013. Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect for a period of two years from the date it was approved by our Board of Directors and will remain in effect from year to year thereafter if approved annually by our Board of Directors or by the affirmative vote of the holders of a majority of our outstanding voting securities, including, in either case, approval by a majority of our directors who are not parties to such agreement or who are not “interested persons” of any such party, as such term is defined in Section 2(a)(19) of the 1940 Act. The Investment Advisory Agreement will automatically terminate in the event of its assignment. The Investment Advisory Agreement may also be terminated by either party without penalty upon not less than 60 days’ written notice to the other party. See “Risk Factors — Risks Relating to Our Business and Structure — Our investment adviser will have the right to resign on 60 days’ notice.”
Indemnification
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, Capitala Investment Advisors and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from Capitala Finance for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of Capitala Investment Advisors’ services under the Investment Advisory Agreement or otherwise as an investment adviser of Capitala Finance.
Organization of the Investment Adviser
Capitala Investment Advisors is a Delaware limited liability company. The principal executive offices of Capitala Investment Advisors are located at 4201 Congress Street, Suite 360, Charlotte, North Carolina 28209.
Administration Agreement
Capitala Advisors Corp., a North Carolina corporation, serves as our administrator. The principal executive offices of our administrator are located at 4201 Congress Street, Suite 360, Charlotte, North Carolina 28209. Capitala Advisors Corp., pursuant to a sub-administration agreement, has engaged U.S. Bancorp Fund Services, LLC to act on behalf of Capitala Advisors Corp. in its performance of certain administrative services for us. The principal office of U.S. Bancorp Fund Services, LLC is 777 East Wisconsin Avenue, Milwaukee, WI 53202. Pursuant to the Administration Agreement, our administrator furnishes us with office facilities, equipment and clerical, bookkeeping and record keeping services at such facilities. Under the Administration Agreement, our administrator also performs, or oversees the performance of, our required administrative services, which include, among other things, being responsible for the financial records that we are required to maintain and preparing reports to our stockholders. In addition, our administrator assists us in determining and publishing our net asset value, oversees the preparation and filing of our tax returns and the printing and dissemination of reports to our stockholders, and generally oversees the payment of our expenses and the performance of administrative and professional services rendered to us by others. Payments under the Administration Agreement are equal to an amount based upon our allocable portion of our administrator’s overhead in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions and our allocable portion of the compensation of our chief financial officer, chief compliance officer and our allocable portion of the compensation of any administrative support staff. Under the Administration Agreement, our administrator will also provide on our behalf managerial assistance to those portfolio companies that request such assistance. The Administration Agreement has an initial term of two years and may be renewed with the approval of our Board of Directors. The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party. To the extent that our administrator outsources any of its functions, we will pay the fees associated with such functions on a direct basis without any incremental profit to our administrator. Stockholder approval is not required to amend the Administration Agreement.
Our administrator also provides administrative services to our investment adviser, Capitala Investment Advisors. As a result, Capitala Investment Advisors will also reimburse our administrator for its allocable portion of our administrator’s overhead, including rent, the fees and expenses associated with performing compliance functions for Capitala Investment Advisors, and its allocable portion of the compensation of any administrative support staff.
The Administration Agreement provides that, absent willful misfeasance, bad faith or negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, our administrator and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from Capitala Finance for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of our administrator’s services under the Administration Agreement or otherwise as administrator for Capitala Finance.
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License Agreement
We have entered into a license agreement with Capitala Investment Advisors pursuant to which Capitala Investment Advisors has agreed to grant us a non-exclusive, royalty-free license to use the name “Capitala.” Under this agreement, we have a right to use the Capitala name for so long as the Investment Advisory Agreement with Capitala Investment Advisors is in effect. Other than with respect to this limited license, we will have no legal right to the “Capitala” name.
Staffing
Capitala Finance has no employees. Mr. Alala, through his financial interests in Capitala Investment Advisors, will be entitled to a portion of any investment advisory fees paid by Capitala Finance to Capitala Investment Advisors. Our other executive officers are employees of our administrator and perform their functions under the terms of our Administration Agreement.
Our day-to-day investment operations are managed by Capitala Investment Advisors. Capitala Investment Advisors’ investment team currently consists of the members of its investment committee, Messrs. Alala, McGlinn and Broyhill, and a team of thirteen additional investment professionals. Capitala Investment Advisors may hire additional investment professionals, based upon its needs, subsequent to the completion of this offering. See “Investment Advisory Agreement.”
In addition, we reimburse our administrator for our allocable portion of overhead and other expenses incurred by it in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions, and the compensation of our chief financial officer, chief compliance officer, and any administrative support staff. See “Administration Agreement.”
VALUATION PROCESS AND DETERMINATION OF NET ASSET VALUE
We determine the net asset value of our investment portfolio each quarter by subtracting our total liabilities from the fair value of our gross assets.
We conduct the valuation of our assets, pursuant to which our net asset value shall be determined, at all times consistent with GAAP and the 1940 Act. Our valuation procedures are set forth in more detail below:
Securities for which market quotations are readily available on an exchange shall be valued at such price as of the closing price on the day of valuation. We may also obtain quotes with respect to certain of our investments from pricing services or brokers or dealers in order to value assets. When doing so, we determine whether the quote obtained is sufficient according to GAAP to determine the fair value of the security. If determined adequate, we use the quote obtained.
Securities for which reliable market quotations are not readily available or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of our investment adviser or Board of Directors, does not represent fair value, which we expect will represent a substantial majority of the investments in our portfolio, shall be valued as follows: (i) each portfolio company or investment is initially valued by the investment professionals responsible for the portfolio investment; (ii) preliminary valuation conclusions are documented and discussed with our senior management; (iii) independent third-party valuation firms engaged by, or on behalf of, the Board of Directors will conduct independent appraisals, review management’s preliminary valuations and prepare separate preliminary valuation conclusions on a selected basis such that each portfolio investment shall be independently reviewed at least annually (investments will not be selected for such review, however, if they (a) have a value as of the previous quarter of less than 2.0% of our gross assets as of the previous quarter, or (b) have a value as of the current quarter of less than 2.0% of our gross assets as of the previous quarter, after taking into account any repayment of principal during the current quarter); and (iv) the Board of Directors will discuss valuations and determine the fair value of each investment in our portfolio in good faith based on the input of the investment adviser and, where appropriate, the respective third-party valuation firms.
The recommendation of fair value will generally be based on the following factors, as relevant:
| • | the nature and realizable value of any collateral; |
| • | the portfolio company’s ability to make payments; |
| • | the portfolio company’s earnings and discounted cash flow; |
| • | the markets in which the issuer does business; and |
| • | comparisons to publicly traded securities. |
Securities for which market quotations are not readily available or for which a pricing source is not sufficient may include, but are not limited to, the following:
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| • | private placements and restricted securities that do not have an active trading market; |
| • | securities whose trading has been suspended or for which market quotes are no longer available; |
| • | debt securities that have recently gone into default and for which there is no current market; |
| • | securities whose prices are stale; |
| • | securities affected by significant events; and |
| • | securities that the investment adviser believes were priced incorrectly. |
Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our financial statements will express the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our financial statements.
Determinations in Connection with Offerings
In connection with certain future offerings of shares of our common stock, our Board of Directors or an authorized committee thereof will be required to make the determination that we are not selling shares of our common stock at a price below the then current net asset value of our common stock at the time at which the sale is made. Our Board of Directors or an authorized committee thereof will consider the following factors, among others, in making such a determination:
| • | the net asset value of our common stock disclosed in the most recent periodic report that we filed with the SEC; |
| • | our management’s assessment of whether any material change in the net asset value of our common stock has occurred (including through the realization of gains on the sale of our portfolio securities) during the period beginning on the date of the most recently disclosed net asset value of our common stock and ending two days prior to the date of the sale of our common stock; and |
| • | the magnitude of the difference between (i) a value that our Board of Directors or an authorized committee thereof has determined reflects the current net asset value of our common stock, which is based upon the net asset value of our common stock disclosed in the most recent periodic report that we filed with the SEC, as adjusted to reflect our management’s assessment of any material change in the net asset value of our common stock since the date of the most recently disclosed net asset value of our common stock, and (ii) the offering price of the shares of our common stock in the proposed offering. |
These processes and procedures are part of our compliance policies and procedures. Records will be made contemporaneously with all determinations described in this section and these records will be maintained with other records that we are required to maintain under the 1940 Act.
COMPETITION
We will compete for investments with other BDCs and investment funds (including private equity funds, mezzanine funds and other SBICs), as well as traditional financial services companies such as commercial banks and other sources of funding. Additionally, competition for investment opportunities has emerged among alternative investment vehicles, such as CLOs and other BDCs, some of which are sponsored by other alternative asset investors, as these entities have begun to focus on making investments in smaller and lower middle-market companies. As a result of these new entrants, competition for our investment opportunities may intensify. Many of these entities have greater financial and managerial resources than we do. We believe we will be able to compete with these entities primarily on the basis of our experience and reputation, our willingness to make smaller investments than other specialty finance companies, the contacts and relationships of our investment adviser, our responsive and efficient investment analysis and decision-making processes, and the investment terms we offer.
We believe that certain of our competitors may make first and second lien loans with interest rates and returns that will be comparable to or lower than the rates and returns that we will target. Therefore, we will not seek to compete solely on the interest rates and returns that we offer to potential portfolio companies. For additional information concerning the competitive risks we face, see “Risk Factors — Risk Relating to Our Business and Structure — We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.”
ELECTION TO BE TAXED AS A RIC
As a BDC, we intend to elect to be treated effective as of our taxable year ending August 31, 2014, and qualify annually thereafter, as a RIC under Subchapter M of the Code. As a RIC, we generally will not have to pay corporate-level U.S. federal income taxes on any income that we distribute to our stockholders as dividends. To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, to qualify for RIC tax treatment we must distribute to our stockholders, for each taxable year, at least 90% of our “investment company taxable income,” which generally is our ordinary income plus the excess of our realized net short-term capital gains over our realized net long-term capital losses (the “Annual Distribution Requirement”).
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TAXATION AS A RIC
For any taxable year in which we:
| • | qualify as a RIC; and |
| • | satisfy the Annual Distribution Requirement, |
we generally will not be subject to U.S. federal income tax on the portion of our income we distribute (or are deemed to distribute) to stockholders. We will be subject to U.S. federal income tax at the regular corporate rates on any income or capital gains not distributed (or deemed distributed) to our stockholders.
We will be subject to a 4% nondeductible U.S. federal excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of (1) 98% of our net ordinary income for each calendar year, (2) 98.2% of our capital gain net income for the one-year period ending October 31 in that calendar year and (3) any income recognized, but not distributed, in preceding years and on which we paid no corporate-level U.S. federal income tax (the “Excise Tax Distribution Requirement”).
In order to qualify as a RIC for U.S. federal income tax purposes, we must, among other things:
| • | continue to qualify as a BDC under the 1940 Act at all times during each taxable year; |
| • | derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to loans of certain securities, gains from the sale of stock or other securities, net income from certain “qualified publicly traded partnerships,” or other income derived with respect to our business of investing in such stock or securities (the “90% Income Test”); and |
| • | diversify our holdings so that at the end of each quarter of the taxable year: |
| • | at least 50% of the value of our assets consists of cash, cash equivalents, U.S. Government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and |
| • | no more than 25% of the value of our assets is invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or of certain “qualified publicly traded partnerships” (the “Diversification Tests”). |
Qualified earnings may exclude such income as management fees received in connection with our SBIC subsidiaries or other potential outside managed funds and certain other fees.
In accordance with certain applicable Treasury regulations and private letter rulings issued by the IRS, a RIC may treat a distribution of its own stock as fulfilling its RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either cash or stock of the RIC, subject to a limitation that the aggregate amount of cash to be distributed to all stockholders must be at least 20% of the aggregate declared distribution. If too many stockholders elect to receive cash, each stockholder electing to receive cash must receive a pro rata amount of cash (with the balance of the distribution paid in stock). In no event will any stockholder, electing to receive cash, receive less than 20% of his or her entire distribution in cash. If these and certain other requirements are met, for U.S. federal income tax purposes, the amount of the dividend paid in stock will be equal to the amount of cash that could have been received instead of stock. We have no current intention of paying dividends in shares of our stock in accordance with these Treasury regulations or private letter rulings.
We may be required to recognize taxable income in circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments with PIK interest or, in certain cases, increasing interest rates or issued with warrants), we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in income other amounts that we have not yet received in cash, such as PIK interest, deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock, or certain income with respect to equity investments in foreign corporations. Because any original issue discount or other amounts accrued will be included in our investment company taxable income for the year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the Annual Distribution Requirement, even though we will not have received any corresponding cash amount.
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Gain or loss realized by us from the sale or exchange of warrants acquired by us as well as any loss attributable to the lapse of such warrants generally will be treated as capital gain or loss. Such gain or loss generally will be long-term or short-term, depending on how long we held a particular warrant.
Although we do not presently expect to do so, we are authorized to borrow funds and to sell assets in order to satisfy distribution requirements. However, under the 1940 Act, we are not permitted to make distributions to our stockholders while our debt obligations and other senior securities are outstanding unless certain “asset coverage” tests are met. Moreover, our ability to dispose of assets to meet our distribution requirements may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating to our status as a RIC, including the Diversification Tests. If we dispose of assets in order to meet the Annual Distribution Requirement or the Excise Tax Distribution Requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous. If we are prohibited from making distributions or are unable to obtain cash from other sources to make the distributions, we may fail to qualify as a RIC, which would result in us becoming subject to corporate-level U.S. federal income tax.
In addition, we will be partially dependent on our SBIC subsidiaries for cash distributions to enable us to meet the RIC distribution requirements. Our SBIC subsidiaries may be limited by the Small Business Investment Act of 1958, and SBA regulations governing SBICs, from making certain distributions to us that may be necessary to maintain our status as a RIC. We may have to request a waiver of the SBA’s restrictions for our SBIC subsidiaries to make certain distributions to maintain our RIC status. We cannot assure you that the SBA will grant such waiver. If our SBIC subsidiaries are unable to obtain a waiver, compliance with the SBA regulations may cause us to fail to qualify as a RIC, which would result in us becoming subject to corporate-level U.S. federal income tax.
The remainder of this discussion assumes that we will qualify as a RIC and have satisfied the Annual Distribution Requirement.
Any transactions in options, futures contracts, constructive sales, hedging, straddle, conversion or similar transactions, and forward contracts will be subject to special tax rules, the effect of which may be to accelerate income to us, defer losses, cause adjustments to the holding periods of our investments, convert long-term capital gains into short-term capital gains, convert short-term capital losses into long-term capital losses or have other tax consequences. These rules could affect the amount, timing and character of distributions to stockholders. We do not currently intend to engage in these types of transactions.
A RIC is limited in its ability to deduct expenses in excess of its “investment company taxable income” (which is, generally, ordinary income plus net realized short-term capital gains in excess of net realized long-term capital losses). If our expenses in a given year exceed gross taxable income (e.g., as the result of large amounts of equity-based compensation), we would experience a net operating loss for that year. However, a RIC is not permitted to carry forward net operating losses to subsequent years. In addition, expenses can be used only to offset investment company taxable income, not net capital gain. Due to these limits on the deductibility of expenses, we may for tax purposes have aggregate taxable income for several years that we are required to distribute and that is taxable to our stockholders even if such income is greater than the aggregate net income we actually earned during those years. Such required distributions may be made from our cash assets or by liquidation of investments, if necessary. We may realize gains or losses from such liquidations. In the event we realize net capital gains from such transactions, you may receive a larger capital gain distribution than you would have received in the absence of such transactions.
Investment income received from sources within foreign countries, or capital gains earned by investing in securities of foreign issuers, may be subject to foreign income taxes withheld at the source. In this regard, withholding tax rates in countries with which the United States does not have a tax treaty are often as high as 35% or more. The United States has entered into tax treaties with many foreign countries that may entitle us to a reduced rate of tax or exemption from tax on this related income and gains. The effective rate of foreign tax cannot be determined at this time since the amount of our assets to be invested within various countries is not now known. We do not anticipate being eligible for the special election that allows a RIC to treat foreign income taxes paid by such RIC as paid by its stockholders.
If we acquire stock in certain foreign corporations that receive at least 75% of their annual gross income from passive sources (such as interest, dividends, rents, royalties or capital gain) or hold at least 50% of their total assets in investments producing such passive income (“passive foreign investment companies”), we could be subject to U.S. federal income tax and additional interest charges on “excess distributions” received from such companies or gain from the sale of stock in such companies, even if all income or gain actually received by us is timely distributed to our stockholders. We would not be able to pass through to our stockholders any credit or deduction for such a tax. Certain elections may, if available, ameliorate these adverse tax consequences, but any such election requires us to recognize taxable income or gain without the concurrent receipt of cash. We intend to limit and/or manage our holdings in passive foreign investment companies to minimize our tax liability.
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Foreign exchange gains and losses realized by us in connection with certain transactions involving non-dollar debt securities, certain foreign currency futures contracts, foreign currency option contracts, foreign currency forward contracts, foreign currencies, or payables or receivables denominated in a foreign currency are subject to Code provisions that generally treat such gains and losses as ordinary income and losses and may affect the amount, timing and character of distributions to our stockholders. Any such transactions that are not directly related to our investment in securities (possibly including speculative currency positions or currency derivatives not used for hedging purposes) could, under future Treasury regulations, produce income not among the types of “qualifying income” from which a RIC must derive at least 90% of its annual gross income.
FAILURE TO QUALIFY AS A RIC
If we fail to satisfy the 90% Income Test or the Diversification Tests for any taxable year, we may nevertheless continue to qualify as a RIC for such year if certain relief provisions are applicable (which may, among other things, require us to pay certain corporate-level U.S. federal income taxes or to dispose of certain assets).
If we were unable to qualify for treatment as a RIC and the foregoing relief provisions are not applicable, we would be subject to tax on all of our taxable income at regular corporate rates, regardless of whether we make any distributions to our stockholders. Distributions would not be required, and any distributions would be taxable to our stockholders as ordinary dividend income to the extent of our current and accumulated earnings and profits and, subject to certain limitations, may be eligible for the 20% maximum rate for noncorporate taxpayers provided certain holding period and other requirements were met. Subject to certain limitations under the Code, corporate distributees would be eligible for the dividends-received deduction. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder’s tax basis, and any remaining distributions would be treated as a capital gain. To requalify as a RIC in a subsequent taxable year, we would be required to satisfy the RIC qualification requirements for that year and dispose of any earnings and profits from any year in which we failed to qualify as a RIC. Subject to a limited exception applicable to RICs that qualified as such under the Code for at least one year prior to disqualification and that requalify as a RIC no later than the second year following the nonqualifying year, we could be subject to tax on any unrealized net built-in gains in the assets held by us during the period in which we failed to qualify as a RIC that are recognized within the subsequent 10 years (five years for taxable years beginning prior to August 31, 2014), unless we made a special election to pay corporate-level tax on such built-in gain at the time of our requalification as a RIC.
REGULATION
A BDC is regulated by the 1940 Act. A BDC must be organized in the United States for the purpose of investing in or lending to primarily private companies and making significant managerial assistance available to them. A BDC may use capital provided by public stockholders and from other sources to make long-term, private investments in businesses. A BDC provides stockholders the ability to retain the liquidity of a publicly traded stock while sharing in the possible benefits, if any, of investing in primarily privately owned companies.
We may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC unless authorized by vote of a majority of the outstanding voting securities, as required by the 1940 Act. A majority of the outstanding voting securities of a company is defined under the 1940 Act as the lesser of: (a) 67% or more of such company’s voting securities present at a meeting if more than 50% of the outstanding voting securities of such company are present or represented by proxy, or (b) more than 50% of the outstanding voting securities of such company. We do not anticipate any substantial change in the nature of our business.
As with other companies regulated by the 1940 Act, a BDC must adhere to certain substantive regulatory requirements. A majority of our directors must be persons who are not interested persons, as that term is defined in the 1940 Act. Additionally, we will be required to provide and maintain a bond issued by a reputable fidelity insurance company to protect the BDC. Furthermore, as a BDC, we will be prohibited from protecting any director or officer against any liability to us or our stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.
As a BDC, we are generally required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of our gross assets (less all liabilities and indebtedness not represented by senior securities) to our outstanding senior securities, of at least 200% after each issuance of senior securities. We may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, prior approval by the SEC.
We are generally not able to issue and sell our common stock at a price below net asset value per share. See “Risk Factors — Risks Relating to Our Business and Structure — Regulations governing our operation as a BDC affect our ability to raise additional capital and the way in which we do so.” We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value of our common stock if our Board of Directors determines that such sale is in our best interests and the best interests of our stockholders, and our stockholders approve our policy and practice of making such sales. In any such case, under such circumstances, the price at which our common stock to be issued and sold may not be less than a price which, in the determination of our Board of Directors, closely approximates the market value of such common stock. In addition, we may generally issue new shares of our common stock at a price below net asset value in rights offerings to existing stockholders, in payment of dividends and in certain other limited circumstances.
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As a BDC, we are generally limited in our ability to invest in any portfolio company in which our investment adviser or any of its affiliates currently has an investment or to make any co-investments with our investment adviser or its affiliates without an exemptive order from the SEC, subject to certain exceptions.
We will be periodically examined by the SEC for compliance with the 1940 Act.
As a BDC, we are subject to certain risks and uncertainties. See “Risk Factors — Risks Relating to Our Business and Structure.”
QUALIFYING ASSETS
Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the BDC’s gross assets (the “70% Test”). The principal categories of qualifying assets relevant to our proposed business are the following:
| • | Securities purchased in transactions not involving any public offering, the issuer of which is an eligible portfolio company; |
| • | Securities received in exchange for or distributed with respect to securities described in the bullet above or pursuant to the exercise of options, warrants or rights relating to such securities; and |
| • | Cash, cash items, government securities or high quality debt securities (within the meaning of the 1940 Act), maturing in one year or less from the time of investment. |
An eligible portfolio company is generally a domestic company that is not an investment company (other than a small business investment company wholly owned by a BDC) and that:
| • | does not have a class of securities with respect to which a broker may extend margin credit at the time the acquisition is made; |
| • | is controlled by the BDC and has an affiliate of the BDC on its Board of Directors; |
| • | does not have any class of securities listed on a national securities exchange; |
| • | is a public company that lists its securities on a national securities exchange with a market capitalization of less than $250 million; or |
| • | meets such other criteria as may be established by the SEC. |
Control, as defined by the 1940 Act, is presumed to exist where a BDC beneficially owns more than 25% of the outstanding voting securities of the portfolio company.
In addition, a BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in eligible portfolio companies, or in other securities that are consistent with its purpose as a BDC.
MANAGERIAL ASSISTANCE TO PORTFOLIO COMPANIES
In order to count portfolio securities as qualifying assets for the purpose of the 70% test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities (other than small and solvent companies described above) significant managerial assistance; except that, where the BDC purchases such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company.
TEMPORARY INVESTMENTS
Pending investment in other types of “qualifying assets,” as described above, our investments may consist of cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, which we refer to, collectively, as temporary investments, so that 70% of our assets are qualifying assets. Typically, we will invest in U.S. Treasury bills or in repurchase agreements, provided that such agreements are fully collateralized by cash or securities issued by the U.S. government or its agencies. A repurchase agreement involves the purchase by an investor, such as us, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price which is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements. However, if more than 25% of our gross assets constitute repurchase agreements from a single counterparty, we would not meet the diversification tests in order to qualify as a RIC under the Code. Thus, we do not intend to enter into repurchase agreements with a single counterparty in excess of this limit. Our investment adviser will monitor the creditworthiness of the counterparties with which we enter into repurchase agreement transactions.
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SENIOR SECURITIES
We are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 200% immediately after each such issuance. In addition, while any senior securities remain outstanding, we must make provisions to prohibit any distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our gross assets for temporary or emergency purposes without regard to asset coverage. For a discussion of the risks associated with leverage, see “Risk Factors — Risks Relating to Our Business and Structure.”
CODE OF ETHICS
We and our investment adviser have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act that establishes procedures for personal investments and restricts certain transactions by our personnel. Our code of ethics generally does not permit investments by our employees in securities that may be purchased or held by us. You may read and copy our code of ethics at the SEC’s Public Reference Room in Washington, D.C. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the code of ethics is attached as an exhibit to the registration statement of which this prospectus is a part, and is available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov. You may also obtain copies of the code of ethics, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549. Our code of ethics is also available on our website at http://www.capitalagroup.com.
COMPLIANCE POLICIES AND PROCEDURES
We and our investment adviser have adopted and implemented written policies and procedures reasonably designed to detect and prevent violation of the federal securities laws and are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation and designate a chief compliance officer to be responsible for administering the policies and procedures. Richard G. Wheelahan, III currently serves as our chief compliance officer.
SARBANES-OXLEY ACT OF 2002
The Sarbanes-Oxley Act of 2002 imposes a wide variety of regulatory requirements on publicly-held companies and their insiders. Many of these requirements affect us. For example:
| • | pursuant to Rule 13a-14 of the Exchange Act, our chief executive officer and chief financial officer must certify the accuracy of the financial statements contained in our periodic reports; |
| • | pursuant to Item 307 of Regulation S-K, our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and procedures; |
| • | pursuant to Rule 13a-15 of the Exchange Act, our management will be required to prepare an annual report regarding its assessment of our internal control over financial reporting. When we are no longer an emerging growth company under the JOBS Act, our independent registered public accounting firm will be required to audit our internal controls over financial reporting; and |
| • | pursuant to Item 308 of Regulation S-K and Rule 13a-15 of the 1934 Act, our periodic reports must disclose whether there were significant changes in our internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
The Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the regulations promulgated thereunder. We will continue to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that we are in compliance therewith.
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PROXY VOTING POLICIES AND PROCEDURES
We have delegated our proxy voting responsibility to Capitala Investment Advisors. The proxy voting policies and procedures of Capitala Investment Advisors are set forth below. The guidelines will be reviewed periodically by Capitala Investment Advisors and our non-interested directors, and, accordingly, are subject to change. For purposes of the proxy voting policies and procedures described below, “we,” “our” and “us” refers to Capitala Investment Advisors.
Introduction
An investment adviser registered under the Advisers Act has a fiduciary duty to act solely in the best interests of its clients. As part of this duty, we recognize that we must vote client securities in a timely manner free of conflicts of interest and in the best interests of our clients.
These policies and procedures for voting proxies for our investment advisory clients are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act.
Proxy Policies
We will vote proxies relating to our portfolio securities in what we perceive to be the best interest of our clients’ stockholders. We will review on a case-by-case basis each proposal submitted to a stockholder vote to determine its impact on the portfolio securities held by our clients. Although we will generally vote against proposals that may have a negative impact on our clients’ portfolio securities, we may vote for such a proposal if there exist compelling long-term reasons to do so.
Our proxy voting decisions will be made by the senior officers who are responsible for monitoring each of our clients’ investments. To ensure that our vote is not the product of a conflict of interest, we will require that: (1) anyone involved in the decision making process disclose to our managing member any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (2) employees involved in the decision making process or vote administration are prohibited from revealing how we intend to vote on a proposal in order to reduce any attempted influence from interested parties.
Proxy Voting Records
You may obtain information about how we voted proxies by making a written request for proxy voting information to: Capitala Investment Advisors, LLC, 4201 Congress Street, Suite 360, Charlotte, North Carolina 28209.
PRIVACY PRINCIPLES
We are committed to maintaining the privacy of our stockholders and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information we collect, how we protect that information and why, in certain cases, we may share information with select other parties.
Generally, we do not receive any non-public personal information relating to our stockholders, although certain non-public personal information of our stockholders may become available to us. We do not disclose any non-public personal information about our stockholders or former stockholders to anyone, except as permitted by law or as is necessary in order to service stockholder accounts (for example, to a transfer agent or third-party administrator).
We restrict access to non-public personal information about our stockholders to employees of our investment adviser and its affiliates with a legitimate business need for the information. We will maintain physical, electronic and procedural safeguards designed to protect the non-public personal information of our stockholders.
SMALL BUSINESS INVESTMENT COMPANY REGULATIONS
Our wholly-owned subsidiaries’ SBIC licenses allow them to borrow funds 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 at the time of issuance at a market-driven spread over U.S. Treasury Notes with 10-year maturities.
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SBICs are designed to stimulate the flow of private equity capital to eligible small businesses. Under SBA regulations, SBICs may make loans to eligible small businesses and invest in the equity securities of small businesses. Under present SBA regulations, eligible small businesses include businesses that have a tangible net worth not exceeding $18 million and have average annual fully taxed net income not exceeding $6 million for the two most recent fiscal years. In addition, an SBIC must devote 25% of its investment activity to “smaller” concerns as defined by the SBA. A smaller concern is one that has a tangible net worth not exceeding $6 million and has average annual fully taxed net income not exceeding $2 million for the two most recent fiscal years. SBA regulations also provide alternative size standard criteria to determine eligibility, which depend on the industry in which the business is engaged and are based on such factors as the number of employees and gross sales. According to SBA regulations, SBICs may make long-term loans to small businesses, invest in the equity securities of such businesses and provide them with consulting and advisory services.
SBA regulations currently limit the amount that an SBIC subsidiary may borrow to a maximum of $150 million when it has at least $75 million in regulatory capital. Affiliated SBICs are permitted to issue up to a combined maximum amount of $225 million when they have at least $112.5 million in regulatory capital. As of December 31, 2013, Fund II had $26.2 million in regulatory capital and $52.2 million in SBA-guaranteed debentures outstanding and Fund III had $75 million in regulatory capital and $150 million in SBA-guaranteed debentures outstanding.
We have filed for exemptive relief from the SEC to permit us to exclude the debt of our SBIC subsidiaries guaranteed by the SBA from the definition of senior securities in the 200% asset coverage test under the 1940 Act. This would provide us with increased flexibility under the 200% asset coverage test by permitting us to borrow up to $202.2 million more than we would otherwise be able to absent the receipt of this exemptive relief.
The SBA restricts the ability of SBICs to repurchase their capital stock. SBA regulations also include restrictions on a “change of control” or transfer of an SBIC and require that SBICs invest idle funds in accordance with SBA regulations. In addition, our SBIC subsidiaries may also be limited in their ability to make distributions to us if they do not have sufficient capital, in accordance with SBA regulations.
Our SBIC subsidiaries are subject to regulation and oversight by the SBA, including requirements with respect to maintaining certain minimum financial ratios and other covenants. Receipt of SBIC licenses does not assure that our SBIC subsidiaries will receive SBA-guaranteed debenture funding, which is dependent upon our SBIC subsidiaries continuing to be in compliance with SBA regulations and policies. The SBA, as a creditor, will have a superior claim to our SBIC subsidiaries’ assets over our stockholders in the event we liquidate our SBIC subsidiaries or the SBA exercises its remedies under the SBA-guaranteed debentures issued by our SBIC subsidiaries upon an event of default.
NASDAQ GLOBAL SELECT MARKET REQUIREMENTS
We have adopted certain policies and procedures intended to comply with the NASDAQ Global Select Market’s corporate governance rules. We will continue to monitor our compliance with all future listing standards that are approved by the SEC and will take actions necessary to ensure that we are in compliance therewith.
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Before you invest in our common stock, you should be aware of various risks, including those described below. The risks set out below are not the only risks we face. If any of the following events occur, our business, financial condition and results of operations could be materially adversely affected. In such case, our net asset value could decline, and you may lose all or part of your investment.
Risks Relating to Our Business and Structure
We have limited operating history as a BDC.
Capitala Finance was formed in February 2013 and has only operated as a BDC since September 2013. As a result, we are subject to many of the business risks and uncertainties associated with recently formed businesses, including the risk that we will not achieve our investment objective and that the value of your investment could decline substantially. As a BDC, we are subject to the regulatory requirements of the SEC, in addition to the specific regulatory requirements applicable to BDCs under the 1940 Act and RICs under the Code. Our management and that of our investment adviser, Capitala Investment Advisors, did not have any prior experience operating under this regulatory framework, and we may still incur substantial additional costs, and expend significant time or other resources, to do so. From time to time, Capitala Investment Advisors may pursue investment opportunities, like equity investments, in which it has more limited experience. We may also be unable to replicate the historical performance of prior investment funds managed by our management team. In addition, we may be unable to generate sufficient revenue from our operations to make or sustain distributions to our stockholders.
Our investment portfolio is recorded at fair value, with our Board of Directors having final responsibility for overseeing, reviewing and approving, in good faith, its estimate of fair value and, as a result, there may be uncertainty as to the value of our portfolio investments.
Under the 1940 Act, we are required to carry our portfolio investments at market value or, if there is no readily available market value, at fair value as determined by us, with our Board of Directors having final responsibility for overseeing, reviewing and approving, in good faith, our estimate of fair value. Typically, there will not be a public market for the securities of the privately held companies in which invest. As a result, we value these securities quarterly at fair value based on input from management, a third-party independent valuation firm and our audit committee, and with the oversight, review and approval of our Board of Directors.
The determination of fair value and consequently, the amount of unrealized gains and losses in our portfolio, are to a certain degree, subjective and dependent on a valuation process approved by our Board of Directors. Certain factors that may be considered in determining the fair value of our investments include external events, such as private mergers, sales and acquisitions involving comparable companies. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, they may fluctuate over short periods of time and may be based on estimates. Our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. Due to this uncertainty, our fair value determinations may cause our net asset value on a given date to materially understate or overstate the value that we may ultimately realize on one or more of our investments. As a result, investors purchasing our common stock based on an overstated net asset value would pay a higher price than the value of our investments might warrant. Conversely, investors selling shares during a period in which the net asset value understates the value of our investments would receive a lower price for their shares than the value of our investments might warrant.
Our financial condition and results of operations depend on our ability to effectively manage and deploy capital.
Our ability to achieve our investment objective depends on our ability to effectively manage and deploy capital, which depends, in turn, on our investment adviser’s ability to identify, evaluate and monitor, and our ability to finance and invest in, companies that meet our investment criteria.
Accomplishing our investment objective on a cost-effective basis is largely a function of our investment adviser’s handling of the investment process, its ability to provide competent, attentive and efficient services and our access to investments offering acceptable terms. In addition to monitoring the performance of our existing investments, our investment adviser’s investment team may also be called upon, from time to time, to provide managerial assistance to some of our portfolio companies as well as other funds that they manage. These demands on their time may distract them or slow our rate of investment. See also “—There are significant potential conflicts of interest that could negatively affect our investment returns.”
Even if we are able to grow and build upon our investment operations, any failure to manage our growth effectively could have a material adverse effect on our business, financial condition, results of operations and prospects. The results of our operations depend on many factors, including the availability of opportunities for investment, readily accessible short and long-term funding alternatives in the financial markets and economic conditions. Furthermore, if we cannot successfully operate our business or implement our investment policies and strategies as described in this prospectus, it could negatively impact our ability to make distributions.
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We depend upon Capitala Investment Advisors’ key personnel for our future success.
We depend on the diligence, skill and network of business contacts of Joseph B. Alala, III, Hunt Broyhill and John F. McGlinn, who serve as the members of the investment committee of Capitala Investment Advisors and lead Capitala Investment Advisors’ investment team. Our success depends on the continued service of these individuals and the other senior investment professionals available to Capitala Investment Advisors. We cannot assure you that unforeseen business, medical, personal or other circumstances would not lead Messrs. Alala, Broyhill or McGlinn or any other such individual to terminate his relationship with us. Such a termination could have a material adverse effect on our ability to achieve our investment objective as well as on our financial condition and results of operations. In addition, we can offer no assurance that Capitala Investment Advisors will continue indefinitely as our investment adviser.
The members of Capitala Investment Advisors’ investment team are and may in the future become affiliated with entities engaged in business activities similar to those intended to be conducted by us, and may have conflicts of interest in allocating their time. Mr. Alala dedicates a significant portion of his time to the activities of Capitala Finance; however, he may become engaged in other business activities that could divert his time and attention in the future.
We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.
We compete for investments with other BDCs with similar investment strategies, private equity funds with similar investment strategies, venture lending funds, finance companies with venture lending units and banks focused on venture lending. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we have. For example, some competitors may have a lower cost of capital and access to funding sources that are not available to us. In addition, some of our competitors have higher risk tolerances or different risk assessments than we have. These characteristics might allow our competitors to consider a wider variety of investments, establish more relationships or offer better pricing and more flexible structuring than we are able to offer. We may lose investment opportunities if we do not match our competitors’ pricing, terms or structure. If we are forced to match our competitors’ pricing, terms or structure, we may not be able to achieve acceptable returns on our investments or may bear substantial risk of capital loss. We believe a significant part of our competitive advantage stems from the fact that the market for investments in smaller and lower middle-market companies is underserved by traditional commercial banks and other financing sources. A significant increase in the number and/or the size of our competitors in this target market could force us to accept less attractive investment terms. Furthermore, many of our competitors have greater experience operating under, or will not be subject to, the regulatory restrictions that the 1940 Act impose on us as a BDC.
Any inability of our investment adviser to maintain or develop strong referral relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.
We depend upon our investment adviser to maintain its relationships with venture capital and private equity firms, placement agents, investment banks, management groups and other financial institutions, and we expect to rely to a significant extent upon these relationships to provide us with potential investment opportunities. If our investment adviser fails to maintain such relationships, or to develop new relationships with other sources of investment opportunities, we will not be able to grow our investment portfolio. In addition, individuals with whom our investment adviser has relationships are not obligated to provide us with investment opportunities, and we can offer no assurance that these relationships will generate investment opportunities for us in the future.
Our success depends on the ability of Capitala Investment Advisors to attract and retain qualified personnel in a competitive environment.
Our growth requires that Capitala Investment Advisors retain and attract new investment and administrative personnel in a competitive market. Its ability to attract and retain personnel with the requisite credentials, experience and skills depends on several factors including, but not limited to, its ability to offer competitive wages, benefits and professional growth opportunities. Many of the entities with which it competes for experienced personnel, including investment funds (such as private equity funds and mezzanine funds) and traditional financial services companies, have greater resources than it will have.
There are significant potential conflicts of interest that could negatively affect our investment returns.
The members of Capitala Investment Advisors’ investment team also monitor and service other affiliated investment funds. In addition, our executive officers and directors, as well as the current and future members of our investment adviser’s investment team may serve as officers, directors or principals of other entities that operate in the same or a related line of business as we do. Accordingly, they may have obligations to investors in those entities, the fulfillment of which obligations may not be in the best interests of us or our stockholders. However, Capitala Investment Advisors’ investment team does not intend to sponsor or manage another BDC with an investment strategy that is substantially similar to our investment strategy.
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In the course of our investing activities, we pay management and incentive fees to Capitala Investment Advisors and reimburse Capitala Investment Advisors for certain expenses it incurs. As a result, investors in our common stock invest on a “gross” basis and receive distributions on a “net” basis after expenses, resulting in a lower rate of return than an investor might achieve through direct investments. Accordingly, there may be times when the management team of Capitala Investment Advisors will have interests that differ from those of our stockholders, giving rise to a conflict. Capitala Investment Advisors will not be reimbursed for any performance-related compensation for its employees. We have entered into a royalty-free license agreement with our investment adviser, pursuant to which Capitala Investment Advisors grants us a non-exclusive royalty-free license to use the name “Capitala.” Under the license agreement, we have the right to use the “Capitala” name for so long as Capitala Investment Advisors or one of its affiliates remains our investment adviser. In addition, we pay our administrator our allocable portion of overhead and other expenses incurred by our administrator in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions, and our allocable portion of the compensation of our chief financial officer and any administrative support staff. These arrangements create conflicts of interest that our Board of Directors must monitor.
If our investment adviser forms other affiliates in the future, we may co-invest on a concurrent basis with such other affiliates, subject to compliance with applicable regulations and regulatory guidance and our allocation procedures or an exemptive order from the SEC.
In the ordinary course of business, we may enter into transactions with portfolio companies that may be considered related party transactions. In order to ensure that we do not engage in any prohibited transactions with any persons affiliated with us, we have implemented certain written policies and procedures whereby our executive officers screen each of our transactions for any possible affiliations between the proposed portfolio investment and us, companies controlled by us or our executive officers and directors. We will not enter into any agreements unless and until we are satisfied that doing so will not raise concerns under the 1940 Act or, if such concerns exist, we have taken appropriate actions to seek review and approval by our Board of Directors or exemptive relief for such transaction. Our Board of Directors will review these procedures on an annual basis. We have also entered into a license agreement with the Investment Advisor, pursuant to which the Investment Advisor has agreed to grant us a non-exclusive, royalty-free license to use the name “Capitala”.
The investment committee and other investment professionals of Capitala Investment Advisors may, from time to time, possess material non-public information about or related to our portfolio companies, limiting our investment discretion.
Members of our investment adviser’s investment committee and other investment professionals of Capitala Investment Advisors may serve as directors of, or in a similar capacity with, portfolio companies in which we invest. In the event that material nonpublic information is obtained with respect to such companies, or we become subject to trading restrictions under the internal trading policies of those companies or as a result of applicable law or regulations, we could be prohibited for a period of time from purchasing or selling the securities of such companies, and this prohibition may have an adverse effect on us.
The involvement of our interested directors in the valuation process may create conflicts of interest.
We make many of our portfolio investments in the form of loans and securities that are not publicly traded and for which no market-based price quotation is available. As a result, our Board of Directors determines the fair value of these loans and securities in good faith as described above in the section titled “Valuation of Investments” in Note 2 to the Consolidated Financial Statements. In connection with that determination, investment professionals from Capitala Investment Advisors may provide our Board of Directors with valuations based upon the most recent portfolio company financial statements available and projected financial results of each portfolio company. While the valuation for certain portfolio investments is reviewed by an independent valuation firm quarterly, the ultimate determination of fair value is made by our Board of Directors, including our interested directors, and not by such third-party valuation firm. In addition, Messrs. Alala and Broyhill, interested members of our Board of Directors, have pecuniary interests in Capitala Investment Advisors. The participation of Capitala Investment Advisors’ investment professionals in our valuation process, and the pecuniary interests in Capitala Investment Advisors by Messrs. Alala and Broyhill, could result in conflicts of interest as Capitala Investment Advisors’ management fee is based, in part, on the value of our gross assets, and our incentive fees will be based, in part, on realized gains and realized and unrealized losses.
Because the Formation Transactions were consummated prior to the filing of our election to be regulated as a BDC under the 1940 Act, the protections and rights afforded to investors under the 1940 Act may not apply with respect to such transactions.
We completed the Formation Transactions prior to the filing of our election to be regulated as a BDC under the 1940 Act. As a result, the protections and rights afforded to investors under the 1940 Act may not apply with respect to such transactions. In particular, we are generally prohibited from purchasing securities or other assets from an affiliate absent exemptive relief. As a result, the Formation Transactions and the parties from which we acquired our portfolio would likely differ substantially to the extent we were subject to the requirements and restrictions of the 1940 Act at the time we completed the Formation Transactions.
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The Investment Advisory Agreement with Capitala Investment Advisors and the Administration Agreement with our administrator were not negotiated on an arm’s length basis and may not be as favorable to us as if they had been negotiated with an unaffiliated third-party.
The Investment Advisory Agreement and the Administration Agreement were negotiated between related parties. Consequently, their terms, including fees payable to Capitala Investment Advisors and our administrator, may not be as favorable to us as if they had been negotiated with an unaffiliated third-party.
Our incentive fee structure may induce Capitala Investment Advisors to pursue speculative investments, and to use leverage when it may be unwise to do so.
The incentive fee payable by us to Capitala Investment Advisors may create an incentive for Capitala Investment Advisors to pursue investments on our behalf that are riskier or more speculative than would be the case in the absence of such compensation arrangement. The incentive fee payable to our investment adviser is calculated based on a percentage of our return on invested capital. This may encourage our investment adviser to use leverage to increase the return on our investments. Under certain circumstances, the use of leverage may increase the likelihood of default, which would impair the value of our common stock. In addition, our investment adviser receives the incentive fee based, in part, upon net capital gains realized on our investments. Unlike that portion of the incentive fee based on income, there is no hurdle rate applicable to the portion of the incentive fee based on net capital gains. As a result, the investment adviser may have a tendency to invest more capital in investments that are likely to result in capital gains as compared to income-producing securities. Such a practice could result in our investing in more speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during economic downturns.
Although we do not anticipate doing so during at least our first 12 months of operations, we may invest, to the extent permitted by law, in the securities and instruments of other investment companies, including private funds, and, to the extent we so invest, will bear our ratable share of any such investment company’s expenses, including management and performance fees. We also remain obligated to pay management and incentive fees to our investment adviser with respect to the assets invested in the securities and instruments of other investment companies. With respect to each of these investments, each of our stockholders will bear his or her share of the management and our investment adviser’s incentive fee as well as indirectly bearing the management and performance fees and other expenses of any investment companies in which we invest.
Capitala Investment Advisors’ liability is limited under the Investment Advisory Agreement, and we have agreed to indemnify Capitala Investment Advisors against certain liabilities, which may lead Capitala Investment Advisors to act in a riskier manner on our behalf than it would when acting for its own account.
Under the Investment Advisory Agreement, Capitala Investment Advisors has not assumed any responsibility to us other than to render the services called for under that agreement. It is not responsible for any action of our Board of Directors in following or declining to follow Capitala Investment Advisors’ advice or recommendations. Under the Investment Advisory Agreement, Capitala Investment Advisors, its officers, members and personnel, and any person controlling or controlled by Capitala Investment Advisors is not liable to us, any subsidiary of ours, our directors, our stockholders or any subsidiary’s stockholders or partners for acts or omissions performed in accordance with and pursuant to the Investment Advisory Agreement, except those resulting from acts constituting gross negligence, willful misfeasance, bad faith or reckless disregard of the duties that Capitala Investment Advisors owes to us under the Investment Advisory Agreement. In addition, as part of the Investment Advisory Agreement, we have agreed to indemnify Capitala Investment Advisors and each of its officers, directors, members, managers and employees from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection with our business and operations or any action taken or omitted on our behalf pursuant to authority granted by the Investment Advisory Agreement, except where attributable to gross negligence, willful misfeasance, bad faith or reckless disregard of such person’s duties under the Investment Advisory Agreement. These protections may lead Capitala Investment Advisors to act in a riskier manner when acting on our behalf than it would when acting for its own account.
A general increase in interest rates will likely have the effect of making it easier for our investment adviser to receive incentive fees, without necessarily resulting in an increase in our net earnings.
Under the structure of our Investment Advisory Agreement with our investment adviser, any general increase in interest rates will likely have the effect of making it easier for our investment adviser to meet the quarterly hurdle rate for payment of income incentive fees under the Investment Advisory Agreement without any additional increase in relative performance on the part of our investment adviser. In addition, in view of the catch-up provision applicable to income incentive fees under the Investment Advisory Agreement, our investment adviser could potentially receive a significant portion of the increase in our investment income attributable to such a general increase in interest rates. If that were to occur, our increase in net earnings, if any, would likely be significantly smaller than the relative increase in our investment adviser’s income incentive fee resulting from such a general increase in interest rates.
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PIK interest payments we receive will increase our assets under management and, as a result, will increase the amount of base management fees and incentive fees payable by us to Capitala Investment Advisors.
Certain of our debt investments contain provisions providing for the payment of contractual PIK interest. Because PIK interest results in an increase in the size of the loan balance of the underlying loan, the receipt by us of PIK interest will have the effect of increasing our assets under management. As a result, because the base management fee that we pay to Capitala Investment Advisors is based on the value of our gross assets, the receipt by us of PIK interest will result in an increase in the amount of the base management fee payable by us. In addition, any such increase in a loan balance due to the receipt of PIK interest will cause such loan to accrue interest on the higher loan balance, which will result in an increase in our pre-incentive fee net investment income and, as a result, an increase in incentive fees that are payable by us to Capitala Investment Advisors.
Our investment adviser has the right to resign on 60 days’ notice, and we may not be able to find a suitable replacement within such time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.
Our investment adviser has the right, under the Investment Advisory Agreement, to resign at any time on 60 days’ written notice, whether we have found a replacement or not. If our investment adviser resigns, we may not be able to find a new investment adviser or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our financial condition, business and results of operations as well as our ability to pay distributions are likely to be adversely affected and the market price of our shares may decline. In addition, the coordination of our internal management and investment activities is likely to suffer if we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by our investment adviser and its affiliates. Even if we are able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with our investment objective may result in additional costs and time delays that may adversely affect our financial condition, business and results of operations.
Our investment adviser may not be able to achieve the same or similar returns as those achieved by our investment adviser’s investment team while they were employed at prior positions.
Although in the past Mr. Alala and other members of our investment adviser’s investment team have held senior positions at a number of investment firms, including the Legacy Funds, their track record and achievements are not necessarily indicative of future results that will be achieved by our investment adviser. We cannot assure you that we will be able to achieve the results realized by prior vehicles managed by our investment adviser’s investment team, including the Legacy Funds.
Any failure on our part to maintain our status as a BDC would reduce our operating flexibility.
We have elected to be regulated as a BDC under the 1940 Act. The 1940 Act imposes numerous constraints on the operations of BDCs. For example, BDCs are required to invest at least 70% of their gross assets in specified types of securities, primarily in private companies or thinly traded U.S. public companies, cash, cash equivalents, U.S. government securities and other high quality debt investments that mature in one year or less. Furthermore, any failure to comply with the requirements imposed on BDCs by the 1940 Act could cause the SEC to bring an enforcement action against us and/or expose us to claims of private litigants. In addition, upon approval of a majority of our stockholders, we may elect to withdraw our status as a BDC. If we decide to withdraw our election, or if we otherwise fail to qualify, or maintain our qualification, as a BDC, we may be subject to the substantially greater regulation under the 1940 Act as a closed-end investment company. Compliance with such regulations would significantly decrease our operating flexibility and could significantly increase our costs of doing business.
Regulations governing our operation as a BDC affect our ability to raise additional capital and the way in which we do so. As a BDC, the necessity of raising additional capital may expose us to risks, including the typical risks associated with leverage.
We may issue debt securities or preferred stock and/or borrow money from banks or other financial institutions, which we refer to collectively as “senior securities,” up to the maximum amount permitted by the 1940 Act. Under the provisions of the 1940 Act, we are permitted, as a BDC, to issue senior securities in amounts such that our asset coverage ratio, as defined in the 1940 Act, equals at least 200% of gross assets less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities. If the value of our assets declines, we may be unable to satisfy this test. If that happens, we may be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when such sales may be disadvantageous. Also, any amounts that we use to service our indebtedness would not be available for distributions to our common stockholders. Furthermore, as a result of issuing senior securities, we would also be exposed to typical risks associated with leverage, including an increased risk of loss. As of December 31, 2013, we have approximately $202.2 million of outstanding debentures guaranteed by the SBA. If we issue preferred stock, the preferred stock would rank “senior” to common stock in our capital structure, preferred stockholders would have separate voting rights on certain matters and might have other rights, preferences, or privileges more favorable than those of our common stockholders, and the issuance of preferred stock could have the effect of delaying, deferring or preventing a transaction or a change of control that might involve a premium price for holders of our common stock or otherwise be in your best interest.
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We generally may not issue and sell our common stock at a price below net asset value per share. We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value per share of our common stock if our Board of Directors determines that such sale is in our best interests and in the best interests of our stockholders, and our stockholders approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board of Directors, closely approximates the market value of such securities (less any commission or discount). If we raise additional funds by issuing more common stock or senior securities convertible into, or exchangeable for, our common stock, then the percentage ownership of our stockholders at that time will decrease, and you may experience dilution.
We may borrow additional money, which would magnify the potential for gain or loss on amounts invested and may increase the risk of investing in us, and the calculation of our base management fee, which is based upon our gross assets, may have the effect of encouraging our investment adviser to utilize leverage when it may not be advisable to do so.
The use of leverage magnifies the potential for gain or loss on amounts invested and, therefore, increases the risks associated with investing in our securities. In addition to the existing SBA-guaranteed debentures, we may borrow from and issue senior debt securities to banks, insurance companies and other lenders in the future. Holders of these senior securities will have fixed dollar claims on our assets that are superior to the claims of our common stockholders, and we would expect such lenders to seek recovery against our assets in the event of a default. If the value of our assets decreases, leverage would cause net asset value to decline more sharply than it otherwise would have had we not been leveraged. Similarly, any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could also negatively affect our ability to make distributions on our common stock. Leverage is generally considered a speculative investment technique. Our ability to service any debt that we incur will depend largely on our financial performance and will be subject to prevailing economic conditions and competitive pressures. Moreover, as the management fee payable to our investment adviser will be payable based on our gross assets, including those assets acquired through the use of leverage, our investment adviser will have a financial incentive to incur leverage that may not be consistent with our stockholders’ interests. In addition, our common stockholders will bear the burden of any increase in our expenses as a result of leverage, including any increase in the management fee payable to our investment adviser.
It is also likely that any credit facility into which we may enter would impose financial and operating covenants that restrict our business activities, including limitations that could hinder our ability to finance additional loans and investments or to make the distributions required to maintain our status as a RIC under Subchapter M of the Code.
To the extent we borrow money to finance our investments, changes in interest rates will affect our cost of capital and net investment income.
To the extent we borrow money to finance our investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income in the event we borrow money to finance our investments. In periods of rising interest rates, our cost of funds would increase, which could reduce our net investment income. We expect that our long-term fixed-rate investments will be financed primarily with equity and long-term debt. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. Such techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. Our investment adviser does not have significant experience with utilizing these techniques and did not implement these techniques to any significant extent with our portfolio. If we do not implement these techniques properly, we could experience losses on our hedging positions, which could be material.
A disruption in the capital markets and the credit markets could impair our ability to raise capital and negatively affect our business.
As a BDC, we have to maintain our ability to raise additional capital for investment purposes. Without sufficient access to the capital markets or credit markets, we may be forced to curtail our business operations or we may not be able to pursue new business opportunities.
Since the middle of 2007, the capital markets and the credit markets have experienced periods of extreme volatility and disruption and, accordingly, there has been and may continue to be uncertainty in the financial markets in general. Continuing U.S. debt ceiling and budget deficit concerns, including automatic spending cuts stemming from sequestration, together with deteriorating sovereign debt conditions in Europe, have increased the possibility of additional credit-rating downgrades and economic slowdowns, or a recession in the United States. The impact of this or any further downgrades to the U.S. government’s sovereign credit rating or its perceived creditworthiness could adversely affect the U.S. and global financial markets and economic conditions. These developments, along with the European sovereign debt crisis, could cause interest rates and borrowing costs to rise, which may negatively impact our ability to access the debt markets on favorable terms. Continued adverse economic conditions could have a material adverse effect on our business, financial condition and results of operations. Any further disruptive conditions in the financial industry and the impact of new legislation in response to those conditions could restrict our business operations and could adversely impact our results of operations and financial condition.
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If the fair value of our assets declines substantially, we may fail to maintain the asset coverage ratios imposed upon us by the 1940 Act. Any such failure would affect our ability to issue senior securities, including borrowings, and pay dividends, which could materially impair our business operations. Our liquidity could be impaired further by an inability to access the capital markets or to consummate new borrowing facilities to provide capital for normal operations, including new originations. In recent years, reflecting concern about the stability of the financial markets, many lenders and institutional investors have reduced or ceased providing funding to borrowers.
We have fully drawn on our SBA-guaranteed debentures and, absent changes to legislation or regulation, may not make borrowings in excess of their aggregate $202.2 million of SBA-guaranteed debentures outstanding as of December 31, 2013. If we are unable to secure additional debt financing on commercially reasonable terms, our liquidity could be reduced significantly. If we are unable to repay amounts outstanding under any debt facilities we may obtain and are declared in default or are unable to renew or refinance these facilities, we may not be able to operate our business in the normal course. These situations may arise due to circumstances that we may be unable to control, such as lack of access to the credit markets, a severe decline in the value of the U.S. dollar, another economic downturn or an operational problem that affects third parties or us, and could materially damage our business.
You should also be aware that a rise in the general level of interest rates can be expected to lead to higher interest rates applicable to our debt investments. Accordingly, an increase in interest rates would make it easier for us to meet or exceed the incentive fee hurdle rate and may result in a substantial increase of the amount of incentive fees payable to our investment adviser with respect to our pre-incentive fee net investment income.
We may experience fluctuations in our quarterly and annual results.
We may experience fluctuations in our quarterly and annual operating results due to a number of factors, including our ability or inability to make investments in companies that meet our investment criteria, any sales, dispositions or liquidity events of our portfolio companies, the interest rate payable on the debt securities we acquire, the level of portfolio dividend and fee income, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. Given that the portfolio is concentrated, distributions, dispositions or liquidity events affecting a portfolio company in which we own a significant position may adversely affect our net asset value and results of operations. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.
Our Board of Directors may change our investment objective, operating policies and strategies without prior notice or stockholder approval, the effects of which may be adverse.
Our Board of Directors has the authority to modify or waive our investment objective, operating policies, investment criteria and strategies without prior notice and without stockholder approval. We cannot predict the effect any changes to our current operating policies, investment criteria and strategies would have on our business, net asset value, operating results and value of our stock. However, the effects might be adverse, which could negatively impact our ability to make distributions and cause you to lose all or part of your investment.
We will be subject to corporate-level income tax if we are unable to qualify as a RIC.
Although we intend to elect to be treated as a RIC commencing with our tax year ending August 31, 2014, no assurance can be given that we will be able to qualify for and maintain our qualification as a RIC. To obtain and maintain our qualification as a RIC, we must meet the following source-of-asset diversification, and distribution requirements.
The income source requirement will be satisfied if we obtain at least 90% of our income for each year from dividends, interest, gains from the sale of stock or securities or similar sources.
The asset diversification requirement will be satisfied if we meet certain asset diversification requirements at the end of each quarter of our taxable year. Failure to meet those requirements may result in our having to dispose of certain investments quickly in order to prevent the loss of our qualification as a RIC. Because most of our investments will be in private companies, and therefore will be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses. The annual distribution requirement for a RIC will be satisfied if we distribute to our stockholders on an annual basis at least 90% of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses, if any. Because we may use debt financing, we are subject to certain asset coverage ratio requirements under the 1940 Act, as well as future financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the distribution requirement. If we are unable to obtain cash from other sources, we could fail to qualify as a RIC.
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If we fail to qualify for RIC tax treatment for any reason and remain or become subject to corporate income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions.
We may not be able to pay you distributions, our distributions may not grow over time and a portion of our distributions may be a return of capital.
We intend to pay distributions to our stockholders out of assets legally available for distribution. We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. Our ability to pay distributions might be adversely affected by, among other things, the impact of one or more of the risk factors described herein. In addition, the inability to satisfy the asset coverage test applicable to us as a BDC can limit our ability to pay distributions. All distributions will be paid at the discretion of our Board of Directors and will depend on our earnings, our financial condition, maintenance of our RIC status, compliance with applicable BDC regulations and such other factors as our Board of Directors may deem relevant from time to time. We cannot assure you that we will pay distributions to our stockholders in the future. In the event we liquidate or dispose of a significant equity position in our portfolio, we may distribute a special dividend relating to the realized capital gains from such investment in order to minimize to the greatest extent possible our federal income or excise tax liability.
When we make distributions, we will be required to determine the extent to which such distributions are paid out of current or accumulated earnings and profits. Distributions in excess of current and accumulated earnings and profits will be treated as a non-taxable return of capital, which is a return of a portion of a shareholder’s original investment in our common stock, to the extent of an investor’s basis in our stock and, assuming that an investor holds our stock as a capital asset, thereafter as a capital gain. Generally, a non-taxable return of capital will reduce an investor’s basis in our stock for federal tax purposes, which will result in higher tax liability when the stock is sold.
We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.
For U.S. federal income tax purposes, we include in our taxable income certain amounts that we have not yet received in cash, such as PIK interest or original issue discount, which may arise if we receive warrants in connection with the origination of a loan or possibly in other circumstances. Such original issue discount or increases in loan balances as a result of contractual PIK arrangements are included in our taxable income before we receive any corresponding cash payments. We also may be required to include in our taxable income certain other amounts that we will not receive in cash.
Since, in certain cases, we may recognize taxable income before or without receiving corresponding cash payments, we may have difficulty meeting the annual distribution requirement necessary to maintain our qualification as a RIC. Accordingly, to satisfy our RIC distribution requirements, we may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities. If we are not able to obtain cash from other sources, we may fail to qualify as a RIC and thus become subject to corporate-level income tax.
Our investment adviser is not obligated to reimburse us for any part of the incentive fee it receives that is based on accrued income that we never receive.
Part of the incentive fee payable by us to our investment adviser that relates to our net investment income is computed and paid on income that may include interest that has been accrued but not yet received in cash, such as market discount, debt instruments with PIK interest, preferred stock with PIK dividends and zero coupon securities. If a portfolio company defaults on a loan that is structured to provide accrued interest, it is possible that accrued interest previously used in the calculation of the incentive fee will become uncollectible. Our investment adviser will not be under any obligation to reimburse us for any part of the incentive fee it received that was based on accrued income that we never receive as a result of a default by an entity on the obligation that resulted in the accrual of such income.
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We may in the future choose to pay dividends in our own stock, in which case you may be required to pay tax in excess of the cash you receive.
We may distribute taxable dividends that are payable in part in our stock. In accordance with certain applicable Treasury regulations and private letter rulings issued by the Internal Revenue Service (“IRS”), a RIC may treat a distribution of its own stock as fulfilling the 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. Taxable stockholders receiving such dividends will be required to include the full amount of the dividend as ordinary income (or as long-term capital gain to the extent such distribution is properly reported as a capital gain dividend) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to such dividends in excess of any cash received. If a U.S. stockholder sells the stock it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock. In addition, if a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our stock.
If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common stock.
Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. In addition, any testing by us conducted in connection with Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the subsequent testing by our independent registered public accounting firm (when undertaken, as noted below), may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our consolidated financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.
We are required to disclose changes made in our internal control and procedures on a quarterly basis and our management is required to assess the effectiveness of these controls annually. However, for as long as we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We could be an “emerging growth company” for up to five years. An independent assessment of the effectiveness of our internal controls could detect problems that our management’s assessment might not. Undetected material weaknesses in our internal controls could lead to financial statement restatements and require us to incur the expense of remediation. As a public company, we may incur significant additional expenses in the near term, which may negatively impact our financial performance and our ability to make distributions to our stockholders. This process also will result in a diversion of management’s time and attention. We cannot be certain as to the timing of completion of any evaluation, testing and remediation actions or the impact of the same on our operations, and we may not be able to ensure that the process is effective or that our internal controls over financial reporting are or will be effective in a timely manner. In the event that we are unable to maintain or achieve compliance with Section 404 of the Sarbanes-Oxley Act and related rules, the market price of our common stock may be adversely affected.
Our status as an “emerging growth company” under the JOBS Act may make it more difficult to raise capital as and when we need it.
Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” under the JOBS Act and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.
Pending legislation may allow us to incur additional leverage.
Under the 1940 Act, a BDC generally will not be permitted to incur indebtedness unless immediately after such borrowing the BDC has an asset coverage for total borrowings of at least 200% (i.e., the amount of debt may not exceed 50% of the value of total assets). Legislation introduced in the U.S. House of Representatives in 2012, if passed, would modify this section of the 1940 Act and increase the amount of debt that BDCs may incur by modifying the percentage from 200% to 150%. In addition, recent legislation introduced in the U.S. Senate would modify SBA regulations in a manner that may permit us to incur additional SBA guaranteed-indebtness. As a result, we may be able to incur additional indebtedness in the future, and therefore your risk of an investment in us may increase.
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Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy.
We and our portfolio companies will be subject to applicable local, state and federal laws and regulations. New legislation may be enacted or new interpretations, rulings or regulations could be adopted, including those governing the types of investments we are permitted to make, any of which could harm us and our stockholders, potentially with retroactive effect. Additionally, any changes to the laws and regulations governing our operations relating to permitted investments may cause us to alter our investment strategy in order to avail ourselves of new or different opportunities. Such changes could result in material differences to the strategies and plans set forth herein and may result in our investment focus shifting from the areas of expertise of our investment adviser’s investment team to other types of investments in which the investment team may have less expertise or little or no experience. Thus, any such changes, if they occur, could have a material adverse effect on our results of operations and the value of your investment. In addition, any change to the SBA’s current Debenture SBIC program could have a significant impact on our ability to obtain lower-cost financing and, therefore, our competitive advantage over other finance companies.
Over the last several years, there has been an increase in regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector will be subject to new regulation. While it cannot be known at this time whether these regulations will be implemented or what form they will take, increased regulation of non-bank credit extension could negatively impact our operations, cash flows or financial condition, impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our business.
Two of our wholly owned subsidiaries are licensed by the U.S. Small Business Administration, and as a result, we are subject to SBA regulations.
Fund II and Fund III, which became our wholly owned subsidiaries after the completion of the Formation Transactions, are licensed to act as SBICs and are regulated by the SBA. As of December 31, 2013, Fund II and Fund III portfolio companies accounted for most of our aggregate portfolio. The SBIC licenses allow our SBIC subsidiaries to borrow funds by issuing SBA-guaranteed debentures, subject to the issuance of a capital commitment by the SBA and other customary procedures. The SBA regulations require, among other things, that a licensed SBIC be examined periodically and audited by an independent auditor to determine the SBIC’s compliance with the relevant SBA regulations.
Under current SBA regulations, a licensed SBIC may provide capital to those entities that have a tangible net worth not exceeding $18.0 million and an average annual net income after federal income taxes not exceeding $6.0 million for the two most recent fiscal years. In addition, a licensed SBIC must devote 25.0% of its investment activity to those entities that have a tangible net worth not exceeding $6.0 million and an average annual net income after federal income taxes not exceeding $2.0 million for the two most recent fiscal years. The SBA regulations also provide alternative size standard criteria to determine eligibility, which depend on the industry in which the business is engaged and are based on factors such as the number of employees and gross sales. The SBA regulations permit licensed SBICs to make long term loans to small businesses, invest in the equity securities of such businesses and provide them with consulting and advisory services. The SBA also places certain limitations on the financing terms of investments by SBICs in portfolio companies and prohibits SBICs from providing funds for certain purposes or to businesses in a few prohibited industries. Compliance with SBA requirements may cause a Legacy Fund to forego attractive investment opportunities that are not permitted under SBA regulations.
The SBA also prohibits, without prior SBA approval, a “change of control” of an SBIC or transfers that would result in any person (or a group of persons acting in concert) owning 10.0% or more of a class of capital stock of a licensed SBIC. If Fund II or Fund III fails to comply with applicable SBA regulations, the SBA could, depending on the severity of the violation, limit or prohibit such Fund’s use of debentures, declare outstanding debentures immediately due and payable, and/ or limit such Fund from making new investments. Such actions by the SBA would, in turn, negatively affect us because Fund II and Fund III are our wholly owned subsidiaries. Each of Fund II and Fund III was in compliance with the terms of the SBA’s leverage requirements as of December 31, 2013 as a result of having sufficient capital as defined under the SBA regulations.
Our wholly owned SBIC subsidiaries may be unable to make distributions to us that will enable us to meet or maintain RIC status, which could result in the imposition of a corporate-level tax.
In order for us to continue to qualify for RIC tax treatment and to minimize corporate-level taxes, we will be required to distribute substantially all of our net ordinary income and net capital gain income, including income from certain of our subsidiaries, which includes the income from our SBIC subsidiaries. We will be partially dependent on our SBIC subsidiaries for cash distributions to enable us to meet the RIC distribution requirements. Our SBIC subsidiaries may be limited by the SBA and SBA regulations from making certain distributions to us that may be necessary to maintain our status as a RIC. We may have to request a waiver of the SBA’s restrictions for our SBIC subsidiaries to make certain distributions to maintain our RIC status. We cannot assure you that the SBA will grant such waiver and if our SBIC subsidiaries are unable to obtain a waiver, compliance with the SBA regulations may result in loss of RIC tax treatment and a consequent imposition of a corporate-level tax on us.
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Our business is subject to increasingly complex corporate governance, public disclosure and accounting requirements that are costly and could adversely affect our business and financial results.
As a publicly traded company, we incur legal, accounting and other expenses, including costs associated with the periodic reporting requirements applicable to a company whose securities are registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as well as additional corporate governance requirements, including requirements under the Sarbanes-Oxley Act, and other rules implemented by the SEC. Also, we are subject to changing rules and regulations of federal and state government as well as the stock exchange on which our common stock is listed. These entities, including the Public Company Accounting Oversight Board, the SEC and the NASDAQ Global Select Market, have issued a significant number of new and increasingly complex requirements and regulations over the last several years and continue to develop additional regulations and requirements in response to laws enacted by Congress. For example, on July 21, 2010, the Dodd-Frank Wall Street Reform and Protection Act, or the Dodd-Frank Act, was enacted. There are significant corporate governance and executive compensation-related provisions in the Dodd-Frank Act that require the SEC to adopt additional rules and regulations in these areas such as “say on pay” and proxy access. Our efforts to comply with these requirements may result in an increase in expenses and a diversion of management’s time from other business activities.
Although passage of the Dodd-Frank Act has resulted in extensive rulemaking and regulatory changes that affect us and the financial industry as a whole, many of its provisions remain subject to extended implementation periods and delayed effective dates and will require extensive rulemaking by regulatory authorities. While the full impact of the Dodd-Frank Act on us and our portfolio companies may not be known for an extended period of time, the Dodd-Frank Act, including future rules implementing its provisions and the interpretation of those rules, along with other legislative and regulatory proposals directed at the financial services industry or affecting taxation that are proposed or pending in the U.S. Congress, may negatively impact the operations, cash flows or financial condition of us or our portfolio companies, impose additional costs on us or our portfolio companies, intensify the regulatory supervision of us or our portfolio companies or otherwise adversely affect our business or the business of our portfolio companies.
We have filed an application with the SEC requesting exemptive relief from certain provisions of the 1940 Act and the Exchange Act.
We have filed an application with the SEC requesting an SEC order exempting us, Fund II and Fund III from certain provisions of the 1940 Act (including an exemptive order granting relief from the asset coverage requirements for certain indebtedness issued by Fund II and Fund III as SBICs) and from certain reporting requirements mandated by the Exchange Act with respect to Fund II and Fund III, which are co-registrants with us. While the SEC has granted exemptive relief in substantially similar circumstances in the past, no assurance can be given that an exemptive order will be granted. Delays and costs involved in obtaining necessary approvals may make certain transactions impracticable or impossible to consummate, and there is no assurance that the application for exemptive relief will be granted by the SEC. In addition, to the extent we obtain such exemptive relief, we will generally be permitted to incur a greater amount of leverage relative to our total assets and net asset value.
We are highly dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect the market price of our common stock and our ability to make distributions to our stockholders.
Our business is highly dependent on the communications and information systems of Capitala Investment Advisors. Certain of these systems are provided to Capitala Investment Advisors by third-party service providers. Any failure or interruption of such systems, including as a result of the termination of an agreement with any such third-party service provider, could cause delays or other problems in our activities. This, in turn, could have a material adverse effect on our operating results and negatively affect the market price of our common stock and our ability to make distributions to our stockholders.
Terrorist attacks, acts of war or natural disasters may affect the market for our common stock, impact the businesses in which we invest and harm our business, operating results and financial condition.
Terrorist acts, acts of war or natural disasters may disrupt our operations, as well as the operations of the businesses in which we invest. Such acts have created, and continue to create, economic and political uncertainties and have contributed to global economic instability. Future terrorist activities, military or security operations, or natural disasters could further weaken the domestic/global economies and create additional uncertainties, which may negatively impact the businesses in which we invest directly or indirectly and, in turn, could have a material adverse impact on our business, operating results and financial condition. Losses from terrorist attacks and natural disasters are generally uninsurable.
A failure or the perceived risk of a failure to raise the statutory debt limit of the United States could have a material adverse effect on our business, financial condition and results of operations.
In the future, the United States federal government may not be able to meet its debt payments unless the federal debt ceiling is raised. If legislation increasing the debt ceiling is not enacted, as needed, and the debt ceiling is reached, the federal government may stop or delay making payments on its obligations. A failure by Congress to raise the debt limit would increase the risk of default by the United States on its obligations, as well as the risk of other economic dislocations.
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If the U.S. government fails to complete its budget process or to provide for a continuing resolution before the expiration of the current continuing resolution, a federal government shutdown may result. Such a failure or the perceived risk of such a failure, consequently, could have a material adverse effect on the financial markets and economic conditions in the United States and throughout the world. It could also limit our ability and the ability of our portfolio companies to obtain financing, and it could have a material adverse effect on the valuation of our portfolio companies. Consequently, the continued uncertainty in the general economic environment, including the recent government shutdown and potential debt ceiling implications, as well in specific economies of several individual geographic markets in which our portfolio companies operate, could adversely affect our business, financial condition and results of operations.
To the extent original issue discount and PIK interest constitute a portion of our income, we will be exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash representing such income.
Our investments may include original issue discount, or original issue discount (“OID”), instruments and contractual PIK, interest, which represents contractual interest added to a loan balance and due at the end of such loan’s term. To the extent OID or PIK interest constitute a portion of our income, we are exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash, including the following:
| • | OID instruments may have higher yields, which reflect the payment deferral and credit risk associated with these instruments; |
| • | OID accruals may create uncertainty about the source of our distributions to stockholders; |
| • | OID and PIK instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of the collateral; and |
| • | OID and PIK instruments may represent a higher credit risk than coupon loans. |
We are an ‘‘emerging growth company’’ under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our securities less attractive to investors.
We are and we will remain an ‘‘emerging growth company’’ as defined in the JOBS Act until the earlier of (a) the last day of the fiscal year (i) following the fifth anniversary of the completion of this offering, (ii) in which we have total annual gross revenue of at least $1.0 billion, or (iii) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of the previous second fiscal quarter, and (b) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. For so long as we remain an ‘‘emerging growth company’’ we have chosen to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not ‘‘emerging growth companies’’ including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We cannot predict if investors will find our securities less attractive because we will rely on some or all of these exemptions. If some investors find our securities less attractive as a result, there may be a less active and more volatile trading market for our securities.
In addition, Section 107 of the JOBS Act also provides that an ‘‘emerging growth company’’ may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an ‘‘emerging growth company’’ can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have chosen to take advantage of the extended transition period for complying with new or revised accounting standards, which may make it more difficult for investors and securities analysts to evaluate us since our financial statements may not be comparable to companies that comply with public company effective dates and may result in less investor confidence.
If we cannot obtain additional capital because of either regulatory or market price constraints, we could be forced to curtail or cease our new lending and investment activities, our net asset value could decrease and our level of distributions and liquidity could be affected adversely.
Our ability to secure additional financing and satisfy our financial obligations under indebtedness outstanding from time to time will depend upon our future operating performance, which is subject to the prevailing general economic and credit market conditions, including interest rate levels and the availability of credit generally, and financial, business and other factors, many of which are beyond our control. The prolonged continuation or worsening of current economic and capital market conditions could have a material adverse effect on our ability to secure financing on favorable terms, if at all.
If we are unable to obtain additional debt capital, then our equity investors will not benefit from the potential for increased returns on equity resulting from leverage to the extent that our investment strategy is successful and we may be limited in our ability to make new commitments or fundings to our portfolio companies.
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Uncertainty about the financial stability of the United States and of several countries in the European Union (EU) could have a significant adverse effect on our business, results of operations and financial condition.
Due to federal budget deficit concerns, S&P downgraded the federal government’s credit rating from AAA to AA+ for the first time in history on August 5, 2011. Further, Moody’s and Fitch have warned that they may downgrade the federal government’s credit rating. Further downgrades or warnings by S&P or other rating agencies, and the government’s credit and deficit concerns in general, could cause interest rates and borrowing costs to rise, which may negatively impact both the perception of credit risk associated with our debt portfolio and our ability to access the debt markets on favorable terms. In addition, a decreased credit rating could create broader financial turmoil and uncertainty, which may weigh heavily on our financial performance and the value of our common stock.
In 2010, a financial crisis emerged in Europe, triggered by high budget deficits and rising direct and contingent sovereign debt in Greece, Ireland, Italy, Portugal and Spain, which created concerns about the ability of these nations to continue to service their sovereign debt obligations. Risks and ongoing concerns resulting from the debt crisis in Europe could have a detrimental impact on the global economic recovery, sovereign and non-sovereign debt in these countries and the financial condition of European financial institutions. Market and economic disruptions have affected, and may continue to affect, consumer confidence levels and spending, personal bankruptcy rates, levels of incurrence and default on consumer debt and home prices, among other factors. We cannot assure you that the market disruptions in Europe, including the increased cost of funding for certain governments and financial institutions, will not spread, and we cannot assure you that future assistance packages will be available, or if available, sufficient to stabilize the affected countries and markets in Europe or elsewhere. To the extent uncertainty regarding any economic recovery in Europe continues to negatively impact consumer confidence and consumer credit factors, our business and results of operations could be significantly and adversely affected.
On December 18, 2013, the U.S. Federal Reserve announced that it would scale back its bond-buying program, or quantitative easing, which is designed to stimulate the economy and expand the Federal Reserve’s holdings of long-term securities until key economic indicators, such as the unemployment rate, show signs of improvement. The Federal Reserve signaled it would reduce its purchases of long-term Treasury bonds and would scale back on its purchases of mortgage-backed securities. It is unclear what effect, if any, the incremental reduction in the rate of the Federal Reserve’s monthly purchases will have on the value of our investments. However, it is possible that absent continued quantitative easing by the Federal Reserve, these developments, along with the European sovereign debt crisis, could cause interest rates and borrowing costs to rise, which may negatively impact our ability to access the debt markets on favorable terms.
Risks Related to Our Investments
Our investments are very risky and highly speculative.
We invest primarily in senior secured term loans, mezzanine debt and select equity investments issued by leveraged companies.
Senior Secured Loans. There is a risk that the collateral securing our loans may decrease in value over time, may be difficult to sell in a timely manner, may be difficult to appraise and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the portfolio company to raise additional capital, and, in some circumstances, our lien could be subordinated to claims of other creditors. In addition, deterioration in a portfolio company’s financial condition and prospects, including its inability to raise additional capital, may be accompanied by deterioration in the value of the collateral for the loan. Consequently, the fact that a loan is secured does not guarantee that we will receive principal and interest payments according to the loan’s terms, or at all, or that we will be able to collect on the loan should we be forced to enforce our remedies.
Mezzanine Loans. Our mezzanine debt investments are generally subordinated to senior loans and may be unsecured. As such, other creditors may rank senior to us in the event of an insolvency, which could likely in many cases result in a substantial or complete loss on such investment in the case of such insolvency. This may result in an above average amount of risk and loss of principal.
Equity Investments. When we invest in senior secured loans or mezzanine loans, we may acquire equity securities as well. In addition, we may invest directly in the equity securities of portfolio companies. The equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience. The portfolio currently has several significant equity positions. Distributions, dispositions, or liquidity events of these investments may affect our results of operations and cause us to have to pay a special dividend relating to the realized gains from such investment in order to minimize to the greatest extent possible our federal income or excise tax liability.
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In addition, investing in smaller and lower middle-market companies involves a number of significant risks, including:
| • | these companies may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing any guarantees we may have obtained in connection with our investment; |
| • | they typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns; |
| • | they are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us; |
| • | they generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; |
| • | they may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity; and |
| • | our executive officers, directors and our investment adviser may, in the ordinary course of business, be named as defendants in litigation arising from our investments in the portfolio companies. |
An investment strategy focused primarily on smaller privately held companies involves a high degree of risk and presents certain challenges, including the lack of available information about these companies, a dependence on the talents and efforts of only a few key portfolio company personnel and a greater vulnerability to economic downturns.
Our portfolio consists primarily of debt and equity investments in smaller privately owned venture capital- backed companies. Investing in venture capital-backed companies involves a number of significant risks. Typically, the debt in which we will invest is not initially rated by any rating agency; however, we believe that if such investments were rated, they would be rated below investment grade. Below investment grade securities, which are often referred to as “high yield” or “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Compared to larger publicly owned companies, these venture capital-backed companies may be in a weaker financial position and experience wider variations in their operating results, which may make them more vulnerable to economic downturns. Typically, these companies need more capital to compete; however, their access to capital is limited and their cost of capital is often higher than that of their competitors. Our portfolio companies often face intense competition from larger companies with greater financial, technical and marketing resources and their success typically depends on the managerial talents and efforts of an individual or a small group of persons. Therefore, any loss of its key employees could affect a portfolio company’s ability to compete effectively and harm its financial condition. Further, some of these companies conduct business in regulated industries that are susceptible to regulatory changes. These factors could impair the cash flow of our portfolio companies and result in other events, such as bankruptcy. These events could limit a portfolio company’s ability to repay its obligations to us, which may have an adverse effect on the return on, or the recovery of, our investment in these businesses. Deterioration in a borrower’s financial condition and prospects may be accompanied by deterioration in the value of the loan’s collateral.
Generally, little public information exists about these companies, and we are required to rely on the ability of our investment adviser’s investment team to obtain adequate information to evaluate the potential returns from investing in these companies. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and we may lose money on our investments. Also, privately held companies frequently have less diverse product lines and smaller market presence than larger competitors. These factors could adversely affect our investment returns as compared to companies investing primarily in the securities of public companies.
Many of our loans are not fully amortizing and if a borrower cannot repay or refinance such loans at maturity, our results will suffer.
Most of the loans in which we invest are not structured to fully amortize during their lifetime. Accordingly, a significant portion of the principal amount of such a loan may be due at maturity. As of December 31, 2013, all debt instruments in our portfolio, on a fair value basis, will not fully amortize prior to maturity. In order to create liquidity to pay the final principal payment, borrowers typically must raise additional capital. If they are unable to raise sufficient funds to repay us or we have not elected to enter into a new loan agreement providing for an extended maturity, the loan will go into default, which will require us to foreclose on the borrower’s assets, even if the loan was otherwise performing prior to maturity. This will deprive Capitala Finance from immediately obtaining full recovery on the loan and prevent or delay the reinvestment of the loan proceeds in other, more profitable investments.
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Our investments in leveraged portfolio companies may be risky, and you could lose all or part of your investment.
Investment in leveraged companies involves a number of significant risks. Leveraged companies in which we invest may have limited financial resources and may be unable to meet their obligations under their loans and debt securities that we hold. Such developments may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of our realizing any guarantees that we may have obtained in connection with our investment. Smaller leveraged companies also may have less predictable operating results and may require substantial additional capital to support their operations, finance their expansion or maintain their competitive position.
Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.
Our portfolio companies may have, or may be permitted to incur, other debt that ranks equally with, or in some cases senior to, the debt in which we invest. By their terms, such debt instruments may entitle the holders to receive payment of interest or principal on or before the dates on which we are entitled to receive payments with respect to the debt instruments in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution. After repaying such senior creditors, such portfolio company may not have sufficient remaining assets to repay its obligation to us. In the case of debt ranking equally with debt instruments in which we invest, we would have to share on an equal basis any distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.
Second priority liens on collateral securing loans that we make to our portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us.
Certain loans that we make are secured by a second priority security interest in the same collateral pledged by a portfolio company to secure senior debt owed by the portfolio company to commercial banks or other traditional lenders. Often the senior lender has procured covenants from the portfolio company prohibiting the incurrence of additional secured debt without the senior lender’s consent. Prior to and as a condition of permitting the portfolio company to borrow money from us secured by the same collateral pledged to the senior lender, the senior lender may require assurances that it will control the disposition of any collateral in the event of bankruptcy or other default. In many such cases, the senior lender requires us to enter into an “intercreditor agreement” prior to permitting the portfolio company to borrow from us. Typically the intercreditor agreements we are requested to execute expressly subordinate our debt instruments to those held by the senior lender and further provide that the senior lender shall control: (i) the commencement of foreclosure or other proceedings to liquidate and collect on the collateral; (ii) the nature, timing and conduct of foreclosure or other collection proceedings; (iii) the amendment of any collateral document; (iv) the release of the security interests in respect of any collateral; and (v) the waiver of defaults under any security agreement. Because of the control we may cede to senior lenders under intercreditor agreements we may enter, we may be unable to realize the proceeds of any collateral securing some of our loans.
If we make subordinated investments, the obligors or the portfolio companies may not generate sufficient cash flow to service their debt obligations to us.
We have made, and may make, subordinated investments that rank below other obligations of the obligor in right of payment. Subordinated investments are subject to greater risk of default than senior obligations as a result of adverse changes in the financial condition of the obligor or economic conditions in general. If we make a subordinated investment in a portfolio company, the portfolio company may be highly leveraged, and its relatively high debt-to-equity ratio may create increased risks that its operations might not generate sufficient cash flow to service all of its debt obligations.
The disposition of our investments may result in contingent liabilities.
Substantially all of our investments involve loans and private securities. In connection with the disposition of an investment in loans and private securities, we may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. We may also be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate or with respect to potential liabilities. These arrangements may result in contingent liabilities that ultimately result in funding obligations that we must satisfy through our return of distributions previously made to us.
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There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims.
Even though we may have structured most of our investments as secured loans, if one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, and based upon principles of equitable subordination as defined by existing case law, a bankruptcy court could subordinate all or a portion of our claim to that of other creditors and transfer any lien securing such subordinated claim to the bankruptcy estate. The principles of equitable subordination defined by case law have generally indicated that a claim may be subordinated only if its holder is guilty of misconduct or where the senior loan is re-characterized as an equity investment and the senior lender has actually provided significant managerial assistance to the bankrupt debtor. We may also be subject to lender liability claims for actions taken by us with respect to a borrower’s business or instances where we exercise control over the borrower. It is possible that we could become subject to a lender’s liability claim, including as a result of actions taken in rendering significant managerial assistance or actions to compel and collect payments from the borrower outside the ordinary course of business. Such risk of equitable subordination may be potentially heightened with respect to various portfolio investments that we may be deemed to control. If we were deemed to have the ability to control or otherwise exercise influence over the business and affairs of one or more of our portfolio companies resulting in economic hardship to other creditors of that company, this control or influence may constitute grounds for equitable subordination and a court may treat one or more of our loans as if it were unsecured or common equity in the portfolio company. In that case, if the portfolio company were to liquidate, we would be entitled to repayment of our loan on a pro-rata basis with other unsecured debt or, if the effect of subordination was to place us at the level of common equity, then on an equal basis with other holders of the portfolio company’s common equity only after all of its obligations relating to its debt and preferred securities had been satisfied. See also “—Because we expect that we will not hold controlling equity interests in most of our portfolio companies, we may not be in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could decrease the value of our investments.”
Economic recessions could impair our portfolio companies and harm our operating results.
Certain of our portfolio companies may be susceptible to an economic downturn and may be unable to repay our loans during this period. Therefore, assets may become non-performing and the value of our portfolio may decrease during this period. The adverse economic conditions also may decrease the value of collateral securing some of our loans and the value of our equity investments. A recession could lead to financial losses in our portfolio and a decrease in our revenues, net income and the value of our assets.
Adverse economic conditions also may decrease the value of collateral securing some of our loans and the value of our equity investments at fair value. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing investments and harm our operating results.
A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, acceleration of the time when the loans are due and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize the portfolio company’s ability to meet its obligations under the debt that we hold. We may incur additional expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company. In addition, if one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, including the extent to which we actually provided significant managerial assistance to that portfolio company, a bankruptcy court might re-characterize our debt holdings and subordinate all or a portion of our claim to that of other creditors.
These portfolio companies may face intense competition, including competition from companies with greater financial resources, more extensive research and development, manufacturing, marketing and service capabilities and greater number of qualified and experienced managerial and technical personnel. They may need additional financing which they are unable to secure and which we are unable or unwilling to provide, or they may be subject to adverse developments unrelated to the technologies they acquire.
The lack of liquidity in our investments may adversely affect our business.
We generally invest in companies whose securities are not publicly traded, and whose securities will be subject to legal and other restrictions on resale or will otherwise be less liquid than publicly traded securities. There is no established trading market for the securities in which we invest. The illiquidity of these investments may make it difficult for us to sell these investments when desired. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we had previously recorded these investments. As a result, we do not expect to achieve liquidity in our investments in the near-term. Further, we may face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we have material non-public information regarding such portfolio company.
Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.
Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments, in order to: (i) increase or maintain in whole or in part our equity ownership percentage; (ii) exercise warrants, options or convertible securities that were acquired in the original or a subsequent financing; or (iii) attempt to preserve or enhance the value of our investment. We may elect not to make follow-on investments or otherwise lack sufficient funds to make those investments. We will have the discretion to make any follow-on investments, subject to the availability of capital resources. The failure to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful operation. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we do not want to increase our concentration of risk, we prefer other opportunities, we are subject to BDC requirements that would prevent such follow-on investments, or the follow- on investment would affect our qualification as a RIC. For example, we may be prohibited under the 1940 Act from making follow-on investments in our portfolio companies that we may be deemed to “control” or in which affiliates of investment adviser are also invested.
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Our ability to enter into new transactions with our affiliates, and to restructure or exit our investments in portfolio companies that we are deemed to “control” under the 1940 Act, will be restricted by the 1940 Act, which may limit the scope of investment opportunities available to us.
We are prohibited under the 1940 Act from participating in certain transactions with our affiliates without the prior approval of our independent directors and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities will be our affiliate for purposes of the 1940 Act and we are generally prohibited from buying or selling any security from or to such affiliate without the prior approval of our independent directors. The 1940 Act also prohibits certain ‘‘joint’’ transactions with certain of our affiliates, which could include concurrent investments in the same company, without prior approval of our independent directors and, in some cases, the SEC. We are prohibited from buying or selling any security from or to any person that controls us or who owns more than 25% of our voting securities or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. As a result of these restrictions, we may be prohibited from buying or selling any security (other than any security of which we are the issuer) from or to any company that is advised or managed by our investment adviser or its affiliates without the prior approval of the SEC, which may limit the scope of investment opportunities that would otherwise be available to us.
In the future, we may co-invest with investment funds, accounts and vehicles managed by our investment adviser or its affiliates when doing so is consistent with our investment strategy as well as applicable law and SEC staff interpretations. We generally will only be permitted to co-invest with such investment funds, accounts and vehicles where the only term that is negotiated is price. However, we and our investment adviser intend to file an exemptive application with the SEC to permit greater flexibility to negotiate the terms of co-investments with investment funds, accounts and investment vehicles managed by our investment adviser or its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. If we file this exemptive application, there can be no assurance that we will receive exemptive relief from the SEC to permit us to co-invest with investment funds, accounts and investment vehicles managed by our investment adviser or its affiliates where terms other than price are negotiated.
In addition, within our portfolio there are investments that may be deemed to be “controlled” investment under the 1940 Act. To the extent that our investments in such portfolio companies need to be restructured or that we choose to exit these investments in the future, our ability to do so may be limited if such restructuring or exit also involves the affiliates of our investment adviser because such a transaction could be considered a joint transaction prohibited by the 1940 Act in the absence of our receipt of relief from the SEC in connection with such transaction. For example, if an affiliate of our investment adviser were required to approve a restructuring of an investment in the portfolio and the affiliate of our investment adviser was deemed to be our affiliate, such a restructuring transaction may constitute a prohibited joint transaction under the 1940 Act.
Our portfolio may lack diversification among portfolio companies, which may subject us to a risk of significant loss if one or more of these companies defaults on its obligations under any of its debt instruments.
Our portfolio may be concentrated in a limited number of portfolio companies. Beyond the asset diversification requirements associated with our qualification as a RIC under the Code, we do not have fixed guidelines for diversification, and our investments may be concentrated in relatively few companies. As our portfolio is less diversified than the portfolios of some larger funds, we are more susceptible to failure if a single loan fails. The disposition or liquidity of a significant investment may also adversely impact our net asset value and our results of operations. Similarly, the aggregate returns we realize may be significantly adversely affected if a small number of investments perform poorly or if we need to write down the value of any one investment.
We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer.
We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. Beyond the asset diversification requirements associated with our qualification as a RIC under the Code, we do not have fixed guidelines for diversification. To the extent that we assume large positions in the securities of a small number of issuers or our investments are concentrated in relatively few industries, our net asset value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company.
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Our portfolio may be concentrated in a limited number of industries, which may subject us to a risk of significant loss if there is a downturn in a particular industry in which a number of our investments are concentrated.
Our portfolio may be concentrated in a limited number of industries. A downturn in any particular industry in which we are invested could significantly impact the aggregate returns we realize. If an industry in which we have significant investments suffers from adverse business or economic conditions, as these industries have to varying degrees, a material portion of our investment portfolio could be affected adversely, which, in turn, could adversely affect our financial position and results of operations.
Because we will not hold controlling equity interests in most of our portfolio companies, we may not be in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could decrease the value of our investments.
We currently hold controlling equity positions in seven portfolio companies. Although we may do so in the future, we expect that we will not hold controlling equity positions in most of our portfolio companies. If we do not hold a controlling equity position in a portfolio company, we are subject to the risk that the portfolio company may make business decisions with which we disagree, and that the management and/or stockholders of the portfolio company may take risks or otherwise act in ways that are adverse to our interests. Due to the lack of liquidity of the debt and equity investments that we typically hold in our portfolio companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company and may therefore suffer a decrease in the value of our investments.
Defaults by our portfolio companies will harm our operating results.
A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of its loans and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize our portfolio company’s ability to meet its obligations under the debt securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company. Any extension or restructuring of our loans could adversely affect our cash flows. In addition, if one of our portfolio companies were to go bankrupt, even though we may have structured our interest as senior debt, depending on the facts and circumstances, including the extent to which we actually provided managerial assistance to that portfolio company, a bankruptcy court might recharacterize our debt holding and subordinate all or a portion of our claim to that of other creditors. If any of these occur, it could materially and adversely affect our operating results and cash flows.
If our portfolio companies are unable to protect their proprietary, technological and other intellectual property rights, our business and prospects could be harmed, and if portfolio companies are required to devote significant resources to protecting their intellectual property rights, the value of our investment could be reduced.
Our future success and competitive position will depend in part upon the ability of our portfolio companies to obtain, maintain and protect proprietary technology used in their products and services. The intellectual property held by our portfolio companies often represents a substantial portion of the collateral securing our investments and/or constitutes a significant portion of the portfolio companies’ value that may be available in a downside scenario to repay our loans. Our portfolio companies will rely, in part, on patent, trade secret and trademark law to protect that technology, but competitors may misappropriate their intellectual property, and disputes as to ownership of intellectual property may arise. Portfolio companies may, from time to time, be required to institute litigation to enforce their patents, copyrights or other intellectual property rights, protect their trade secrets, determine the validity and scope of the proprietary rights of others or defend against claims of infringement. Such litigation could result in substantial costs and diversion of resources. Similarly, if a portfolio company is found to infringe or misappropriate a third-party’s patent or other proprietary rights, it could be required to pay damages to the third-party, alter its products or processes, obtain a license from the third-party and/or cease activities utilizing the proprietary rights, including making or selling products utilizing the proprietary rights. Any of the foregoing events could negatively affect both the portfolio company’s ability to service our debt investment and the value of any related debt and equity securities that we own, as well as any collateral securing our investment.
Any unrealized losses we experience on our loan portfolio may be an indication of future realized losses, which could reduce our income available for distribution.
As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at the fair value as determined in good faith by our Board of Directors. Decreases in the market values or fair values of our investments will be recorded as unrealized depreciation. Any unrealized losses in our loan portfolio could be an indication of a portfolio company’s inability to meet its repayment obligations to us with respect to the affected loans. This could result in realized losses in the future and ultimately in reductions of our income available for distribution in future periods.
Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our return on equity.
We are subject to the risk that the investments we make in our portfolio companies may be repaid prior to maturity. When this occurs, we will generally reinvest these proceeds in temporary investments or repay any revolving credit facility, depending on expected future investment in new portfolio companies. Temporary investments will typically have substantially lower yields than the debt being prepaid and we could experience significant delays in reinvesting these amounts. Any future investment in a new portfolio company may also be at lower yields than the debt that was repaid. As a result, our results of operations could be materially adversely affected if one or more of our portfolio companies elect to prepay amounts owed to us. Additionally, prepayments could negatively impact our return on equity, which could result in a decline in the market price of our common stock.
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We may not realize gains from our equity investments.
Certain investments that we may make include warrants or other equity securities. Investments in equity securities involve a number of significant risks, including the risk of further dilution as a result of additional issuances, inability to access additional capital and failure to pay current distributions. Investments in preferred securities involve special risks, such as the risk of deferred distributions, credit risk, illiquidity and limited voting rights. In addition, we may from time to time make non-control, equity investments in portfolio companies. Our goal is ultimately to realize gains upon our disposition of such equity interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience. We also may be unable to realize any value if a portfolio company does not have a liquidity event, such as a sale of the business, recapitalization or public offering, which would allow us to sell the underlying equity interests. We will often seek puts or similar rights to give us the right to sell our equity securities back to the portfolio company issuer. We may be unable to exercise these put rights for the consideration provided in our investment documents if the issuer is in financial distress.
We may expose ourselves to risks if we engage in hedging transactions.
If we engage in hedging transactions, we may expose ourselves to risks associated with such transactions. We may utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates and market interest rates. Hedging against a decline in the values of our portfolio positions does not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of such positions decline. However, such hedging can establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions may also limit the opportunity for gain if the values of the underlying portfolio positions increase. It may not be possible to hedge against an exchange rate or interest rate fluctuation that is so generally anticipated that we are not able to enter into a hedging transaction at an acceptable price. Moreover, for a variety of reasons, we may not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it may not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those securities is likely to fluctuate as a result of factors not related to currency fluctuations. To the extent we engage in hedging transactions, we also face the risk that counterparties to the derivatives instruments we hold may default, which may expose us to unexpected losses from positions where we believed that our risk had been appropriately hedged.
Our Board of Directors is authorized to reclassify any unissued shares of common stock into one or more classes of preferred stock, which could convey special rights and privileges to its owners.
Under Maryland General Corporation Law and our charter, our Board of Directors is authorized to classify and reclassify any authorized but unissued shares of stock into one or more classes of stock, including preferred stock. Prior to issuance of shares of each class or series, our Board of Directors will be required by Maryland law and our charter to set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series. Thus, our Board of Directors could authorize the issuance of shares of preferred stock with terms and conditions that could have the effect of delaying, deferring or preventing a transaction or a change in control that might involve a premium price for holders of our common stock or otherwise be in their best interest. The cost of any such reclassification would be borne by our common stockholders. Certain matters under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred stock. For example, holders of preferred stock would vote separately from the holders of common stock on a proposal to cease operations as a BDC. In addition, the 1940 Act provides that holders of preferred stock are entitled to vote separately from holders of common stock to elect two preferred stock directors. We currently have no plans to issue preferred stock. The issuance of preferred shares convertible into shares of common stock may also reduce the net income and net asset value per share of our common stock upon conversion, provided, that we will only be permitted to issue such convertible preferred stock to the extent we comply with the requirements of Section 61 of the 1940 Act, including obtaining common stockholder approval. These effects, among others, could have an adverse effect on your investment in our common stock.
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Provisions of the Maryland General Corporation Law and of our charter and bylaws could deter takeover attempts and have an adverse impact on the price of our common stock.
The Maryland General Corporation Law and our charter and bylaws contain provisions that may discourage, delay or make more difficult a change in control of Capitala Finance or the removal of our directors. We are subject to the Maryland Business Combination Act, subject to any applicable requirements of the 1940 Act. Our Board of Directors has adopted a resolution exempting from the Business Combination Act any business combination between us and any other person, subject to prior approval of such business combination by our Board of Directors, including approval by a majority of our independent directors. If the resolution exempting business combinations is repealed or our Board of Directors does not approve a business combination, the Business Combination Act may discourage third parties from trying to acquire control of us and increase the difficulty of consummating such an offer. Our bylaws exempt from the Maryland Control Share Acquisition Act acquisitions of our stock by any person. If we amend our bylaws to repeal the exemption from the Control Share Acquisition Act, the Control Share Acquisition Act also may make it more difficult for a third-party to obtain control of us and increase the difficulty of consummating such a transaction. It is the position of the Staff of the SEC’s Division of Investment Management that if a BDC fails to opt-out of the Maryland Control Shares Acquisition Act, it acts in a manner inconsistent with section 18(i) of the 1940 Act.
We have also adopted measures that may make it difficult for a third-party to obtain control of us, including provisions of our charter classifying our Board of Directors in three classes serving staggered three-year terms, and authorizing our Board of Directors to classify or reclassify shares of our stock in one or more classes or series, to cause the issuance of additional shares of our stock, to amend our charter without stockholder approval and to increase or decrease the number of shares of stock that we have authority to issue. These provisions, as well as other provisions of our charter and bylaws, may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interests of our stockholders.
The foregoing provisions are expected to discourage certain coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to negotiate first with our Board of Directors. However, these provisions may deprive a shareholder of the opportunity to sell such shareholder’s shares at a premium to a potential acquirer. We believe that the benefits of these provisions outweigh the potential disadvantages of discouraging any such acquisition proposals because, among other things, the negotiation of such proposals may improve their terms. Our Board of Directors has considered both the positive and negative effects of the foregoing provisions and determined that they are in the best interest of our shareholders.
The health and performance of our portfolio companies could be adversely affected by political and economic conditions in the countries in which they conduct business.
Some of the products of our portfolio companies are developed, manufactured, assembled, tested or marketed outside the United States. Any conflict or uncertainty in these countries, including due to natural disasters, public health concerns, political unrest or safety concerns, could harm their business, financial condition and results of operations. In addition, if the government of any country in which their products are developed, manufactured or sold sets technical or regulatory standards for products developed or manufactured in or imported into their country that are not widely shared, it may lead some of their customers to suspend imports of their products into that country, require manufacturers or developers in that country to manufacture or develop products with different technical or regulatory standards and disrupt cross-border manufacturing, marketing or business relationships which, in each case, could harm their businesses.
Our equity ownership in a portfolio company may represent a control investment. Our ability to exit a control investment in a timely manner could result in a realized loss on the investment.
If we obtain a control investment in a portfolio company our ability to divest ourselves from a debt or equity investment could be restricted due to illiquidity in a private stock, limited trading volume on a public company’s stock, inside information on a company’s performance, insider blackout periods, or other factors that could prohibit us from disposing of the investment as we would if it were not a control investment. Additionally, we may choose not to take certain actions to protect a debt investment in a control investment portfolio company. As a result, we could experience a decrease in the value of our portfolio company holdings and potentially incur a realized loss on the investment.
If the assets securing the loans that we make decrease in value, then we may lack sufficient collateral to cover losses.
To attempt to mitigate credit risks, we will typically take a security interest in the available assets of our portfolio companies. There is no assurance that we will obtain or properly perfect our liens.
There is a risk that the collateral securing our loans may decrease in value over time, may be difficult to sell in a timely manner, may be difficult to appraise and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of a portfolio company to raise additional capital. In some circumstances, our lien could be subordinated to claims of other creditors. Consequently, the fact that a loan is secured does not guarantee that we will receive principal and interest payments according to the loan’s terms, or that we will be able to collect on the loan should we be forced to enforce our remedies.
In addition, because we may invest in technology-related companies, a substantial portion of the assets securing our investment may be in the form of intellectual property, if any, inventory and equipment and, to a lesser extent, cash and accounts receivable. Intellectual property, if any, that is securing our loan could lose value if, among other things, the company’s rights to the intellectual property are challenged or if the company’s license to the intellectual property is revoked or expires, the technology fails to achieve its intended results or a new technology makes the intellectual property functionally obsolete. Inventory may not be adequate to secure our loan if our valuation of the inventory at the time that we made the loan was not accurate or if there is a reduction in the demand for the inventory.
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Similarly, any equipment securing our loan may not provide us with the anticipated security if there are changes in technology or advances in new equipment that render the particular equipment obsolete or of limited value, or if the company fails to adequately maintain or repair the equipment. Any one or more of the preceding factors could materially impair our ability to recover principal in a foreclosure.
The effect of global climate change may impact the operations of our portfolio companies.
There may be evidence of global climate change. Climate change creates physical and financial risk and some of our portfolio companies may be adversely affected by climate change. For example, the needs of customers of energy companies vary with weather conditions, primarily temperature and humidity. To the extent weather conditions are affected by climate change, energy use could increase or decrease depending on the duration and magnitude of any changes. Increases in the cost of energy could adversely affect the cost of operations of our portfolio companies if the use of energy products or services is material to their business. A decrease in energy use due to weather changes may affect some of our portfolio companies’ financial condition, through decreased revenues. Extreme weather conditions in general require more system backup, adding to costs, and can contribute to increased system stresses, including service interruptions. Energy companies could also be affected by the potential for lawsuits against or taxes or other regulatory costs imposed on greenhouse gas emitters, based on links drawn between greenhouse gas emissions and climate change.
We may choose to waive or defer enforcement of covenants in the debt securities held in our portfolio, which may cause us to lose all or part of our investment in these companies.
We structure the debt investments in our portfolio companies to include business and financial covenants placing affirmative and negative obligations on the operation of the company’s business and its financial condition. However, from time to time we may elect to waive breaches of these covenants, including our right to payment, or waive or defer enforcement of remedies, such as acceleration of obligations or foreclosure on collateral, depending upon the financial condition and prospects of the particular portfolio company. These actions may reduce the likelihood of our receiving the full amount of future payments of interest or principal and be accompanied by a deterioration in the value of the underlying collateral as many of these companies may have limited financial resources, may be unable to meet future obligations and may go bankrupt. This could negatively impact our ability to pay dividends, could adversely affect our results of operation and financial condition and cause the loss of all or part of your investment.
Our investments may be in portfolio companies which may have limited operating histories and financial resources.
We expect that our portfolio will continue to consist of investments that may have relatively limited operating histories. These companies may be particularly vulnerable to U.S. and foreign economic downturns such as the current recession and European financial crisis may have more limited access to capital and higher funding costs, may have a weaker financial position and may need more capital to expand or compete. These businesses also may experience substantial variations in operating results. They may face intense competition, including from companies with greater financial, technical and marketing resources. Furthermore, some of these companies do business in regulated industries and could be affected by changes in government regulation. Accordingly, these factors could impair their cash flow or result in other events, such as bankruptcy, which could limit their ability to repay their obligations to us, and may adversely affect the return on, or the recovery of, our investment in these companies. We cannot assure you that any of our investments in our portfolio companies will be successful. Our portfolio companies compete with larger, more established companies with greater access to, and resources for, further development in these new technologies. We may lose our entire investment in any or all of our portfolio companies.
Risks Relating to our Securities
Shares of closed-end investment companies, including BDCs, may trade at a discount to their NAV.
Shares of closed-end investment companies, including BDCs, may trade at a discount to their NAV. This characteristic of closed-end investment companies and BDCs is separate and distinct from the risk that our NAV per share may decline. We cannot predict whether our common stock will trade at, above or below NAV.
Investing in our common stock may involve an above average degree of risk.
The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and a higher risk of volatility or loss of principal. Our investments in portfolio companies involve higher levels of risk, and therefore, an investment in our shares may not be suitable for someone with lower risk tolerance.
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Our shares of common stock have a limited trading history and we cannot assure you that the market price of shares of our common stock will not decline.
Our shares of common stock have a limited trading history and we cannot assure you that a public trading market will be sustained for such shares. We cannot predict the prices at which our common stock will trade. We cannot assure you that the market price of shares of our common stock will not decline at any time. In addition, our common stock has traded below its net asset value since our inception and if our common stock continues to trade below its net asset value, we will generally not be able to sell additional shares of our common stock to the public at its market price without first obtaining the approval of our stockholders (including our unaffiliated stockholders) and our independent directors for such issuance.
Our common stockholders will bear the expenses associated with our borrowings, and the holders of our debt securities will have certain rights senior to our common stockholders.
If in the future we issue debt securities, all of the costs of offering and servicing such debt, including interest thereon, will be borne by our common stockholders. The interests of the holders of any debt we may issue will not necessarily be aligned with the interests of our common stockholders. In particular, the rights of holders of our debt to receive interest or principal repayment will be senior to those of our common stockholders. In addition, we may grant a lender a security interest in a significant portion or all of our assets, even if the total amount we may borrow from such lender is less than the amount of such lender’s security interest in our assets.
The market price of our common stock may fluctuate significantly.
The market price and liquidity of the expected market for shares of our common stock may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:
| • | price and volume fluctuations in the overall stock market from time to time; | |
| • | investor demand for our shares; | |
| • | significant volatility in the market price and trading volume of securities of business development companies or other companies in our sector, which are not necessarily related to the operating performance of these companies; | |
| • | changes in regulatory policies or tax guidelines with respect to RICs, BDCs or SBICs; | |
| • | failure to qualify as a RIC, or the loss of RIC status; | |
| • | any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts; | |
| • | changes, or perceived changes, in the value of our portfolio investments; | |
| • | departures of Capitala Investment Advisors’ key personnel; | |
| • | operating performance of companies comparable to us; or | |
| • | general economic conditions and trends and other external factors. |
Sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock.
Sales of substantial amounts of our common stock, or the availability of such common stock for sale, could adversely affect the prevailing market prices for our common stock. If this occurs and continues for a sustained period of time, it could impair our ability to raise additional capital through the sale of securities should we desire to do so.
Our stockholders will experience dilution in their ownership percentage if they opt out of our dividend reinvestment plan.
All dividends declared in cash payable to stockholders that are participants in our dividend reinvestment plan are automatically reinvested in shares of our common stock. As a result, our stockholders that opt out of our dividend reinvestment plan will experience dilution in their ownership percentage of our common stock over time.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
Our executive offices are located at 4201 Congress Street, Suite 360, Charlotte, North Carolina 28209, and are provided by our administrator in accordance with the terms of the Administration Agreement. We believe that our office facilities are suitable and adequate for our business as it is contemplated to be conducted.
None of us, our subsidiaries, our investment adviser or administrator, is currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us, or against our investment adviser or administrator. From time to time, we, our subsidiaries, our investment adviser or administrator 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 4. MINE SAFETY DISCLOSURES
Not applicable.
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ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
PRICE RANGE OF COMMON STOCK
Our common stock is traded on the NASDAQ Global Select Market under the symbol ‘‘CPTA.’’ The following table sets forth, for each fiscal quarter since our initial public offering on September 25, 2013, the range of high and low intraday sales prices of our common stock as reported on the NASDAQ Global Select Market, the premium (discount) of sales price to our net asset value (NAV) and the distributions declared by us for each fiscal quarter.
| Fiscal 2013 | NAV(1) | High | Low | Premium or (Discount) of High Sales Price to NAV (3) | Premium or (Discount) of Low Sales Price to NAV (3) | Declared Dividends (4) | ||||||||||||||||||
| Fourth Quarter | $ | 20.71 | $ | 20.20 | $ | 17.91 | (2.5) | % | (13.5) | % | $ | 0.47 | ||||||||||||
| Third Quarter (2) | $ | 20.79 | $ | 19.32 | $ | 18.41 | (7.1) | % | (11.4) | % | — | |||||||||||||
| (1) | Net asset value per share is determined as of the last day in the relevant quarter and therefore may not reflect the net asset value per share on the date of the high and low sales prices. The net asset values shown are based on outstanding shares at the end of each period. |
| (2) | From September 25, 2013 to September 30, 2013. |
| (3) | Calculated as of the respective high or low intraday sales price divided by the quarter end NAV and subtracting 1. |
| (4) | Represents the dividend paid or to be paid in the specified quarter. |
HOLDERS
The last reported price for our common stock on March 27, 2014 was $19.27 per share. As of March 27, 2014, there were 217 holders of record of our common stock.
DIVIDENDS
In order to qualify as a RIC and to avoid U.S. federal corporate level income tax on the income we distribute to our stockholders, we are required to distribute at least 90% of our net ordinary income and our net short-term capital gains in excess of net long-term capital losses, if any, to our stockholders on an annual basis. Additionally, we must distribute an amount at least equal to the sum of 98% of our net ordinary income (during the calendar year) plus 98.2% of our net capital gain income (during each 12-month period ending on October 31) plus any net ordinary income and capital gain net income for preceding years that were not distributed during such years and on which we paid no U.S. federal income tax to avoid a U.S. federal excise tax. To the extent that we have income available, we intend to make quarterly distributions to our stockholders for the first four full quarters subsequent to our IPO and then make monthly distributions thereafter. Our monthly stockholder distributions, if any, will be determined by our Board of Directors on a quarterly basis. Any distribution to our stockholders will be declared out of assets legally available for distribution.
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 our distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage requirements applicable to us as a BDC under the 1940 Act. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including the possible loss of our qualification as a RIC. We cannot assure stockholders that they will receive any distributions.
To the extent our taxable earnings fall below the total amount of our distributions for that fiscal year, a portion of those distributions may be deemed a return of capital to our stockholders for U.S. federal income tax purposes. Thus, the source of a distribution to our stockholders may be the original capital invested by the stockholder rather than our income or gains. Stockholders should read any written disclosure accompanying any stockholder distribution carefully and should not assume that the source of any distribution is our ordinary income or capital gains.
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We have adopted an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a distribution, then stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock unless a stockholder specifically “opts out” of our dividend reinvestment plan. If a stockholder opts out, that stockholder will receive cash distributions. Although distributions paid in the form of additional shares of our common stock will generally be subject to U.S. federal, state and local taxes in the same manner as cash distributions, stockholders participating in our dividend reinvestment plan will not receive any corresponding cash distributions with which to pay any such applicable taxes.
The following table summarizes our dividends or distributions declared during fiscal year 2013:
| Amount | ||||||||
| Date Declared | Record Date | Payment Date | Per Share | |||||
| November 11, 2013 | December 10, 2013 | December 30, 2013 | $ | 0.47 | ||||
| Total Dividends Declared for Fiscal 2013 | $ | 0.47 | ||||||
On February 27, 2014, the Company’s Board of Directors declared a quarterly dividend of $0.47 per share payable on March 26, 2014 to holders of record as of March 14, 2014.
PERFORMANCE GRAPH
The following graph compares the return on our common stock with that of the Standard & Poor’s 500 Stock Index and the NASDAQ Financial 100 index, as we do not believe there is an appropriate index of companies with an investment strategy similar to our own with which to compare the return on our common stock, for the period from September 25, 2013, the date our common stock began trading, through December 31, 2013. The graph assumes that on September 25, 2013, a person invested $100 in each of our common stock, the Standard & Poor’s 500 Stock Index and the NASDAQ Financial 100 index. The graph measures total shareholder return, which takes into account both changes in stock price and dividends. The graph also assumes the reinvestment of all dividends prior to any tax effect.
The graph and other information furnished under this Part II Item 5 of this annual report on Form 10-K shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under, or to the liabilities of Section 18 of, the Exchange Act. The stock price performance included in the below graph is not necessarily indicative of future stock price performance.
SALES OF UNREGISTERED SECURITIES
Previously reported on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2013.
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ISSUER PURCHASES OF EQUITY SECURITIES
During the year ended December 31, 2013, we issued 48,649 shares of common stock under our dividend reinvestment plan. These issuances were not subject to the registration requirements under the Securities Act. The cash paid for shares of common stock issued under our dividend reinvestment plan during the fiscal year 2013 was approximately $22,865.
Other than shares issued under our dividend reinvestment plan during the year ended December 31, 2013, we did not sell any unregistered equity securities and we did not repurchase any of our equity securities.
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ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data of the Company as of and for the year ended December 31, 2013 are derived from our financial statements that have been audited by Ernst & Young LLP, our independent registered public accounting firm. This financial data should be read in conjunction with our financial statements and related notes thereto included elsewhere in this Form 10-K and with Management’s Discussion and Analysis of Financial Condition and Results of Operations which follows (dollars in thousands except share and per share data):
| For the year ended | ||||
| December 31, 2013 (1) | ||||
| Statement of operations data: | ||||
| Total investment income | $ | 35,433 | ||
| Total expenses net of management fee waiver | 15,949 | |||
| Net investment income | 19,484 | |||
| Net realized gain from investments | 2,187 | |||
| Net unrealized appreciation on investments | 7,187 | |||
| Net increase in net assets resulting from operations | $ | 28,858 | ||
| Per share data: | ||||
| Net investment income | $ | 1.50 | ||
| Net increase in net assets resulting from operations | $ | 2.22 | ||
| Dividends declared | $ | 0.47 | ||
| Net asset value per share | $ | 20.71 | ||
| Balance sheet data: | ||||
| Total assets | $ | 476,428 | ||
| Total net assets | $ | 268,670 | ||
| Other data: | ||||
| Total Return(2) | 1.88 | % | ||
| Number of portfolio company investments at period end | 41 | |||
| Total portfolio investments for the period | $ | 110,929 | ||
| Investment prepayments for the period | $ | 52,755 | ||
| (1) | For historical periods prior to December 31, 2013, the Company had no operations and therefore earnings per share, dividends declared per common share and weighted average shares outstanding information for the periods that include financial results prior to December 31, 2013 are not provided. |
| (2) | Total investment return is calculated assuming a purchase of common shares at the IPO offering price per share at September 25, 2013 of $20.00 and a sale at the current market value on the last day of the period reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Company’s dividend reinvestment plan. Total investment return does not reflect brokerage commissions. Total investment returns covering less than a full period are not annualized. |
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our financial statements and related notes and other financial information appearing elsewhere in this annual report on Form 10-K.
Forward-Looking Statements
This annual report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about the Company, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements.
Some of the statements in this annual report on Form 10-K constitute forward-looking statements, which relate to future events or our performance or financial condition. The forward-looking statements contained in this annual report on Form 10-K involve risks and uncertainties, including statements as to:
| · | our future operating results; |
| · | our business prospects and the prospects of our portfolio companies; |
| · | the impact of investments that we expect to make; |
| · | our contractual arrangements and relationships with third parties; |
| · | the dependence of our future success on the general economy and its impact on the industries in which we invest; |
| · | the ability of our portfolio companies to achieve their objectives; |
| · | our expected financings and investments; |
| · | our ability to obtain exemptive relief from the SEC to co-invest and to engage in joint restructuring transactions or joint follow-on investments; |
| · | the adequacy of our cash resources and working capital; and |
| · | the timing of cash flows, if any, from the operations of our portfolio companies. |
These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:
| · | an economic downturn could impair our portfolio companies’ ability to continue to operate or repay their borrowings, which could lead to the loss of some or all of our investments in such portfolio companies; |
| · | a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities; |
| · | interest rate volatility could adversely affect our results, particularly if we use leverage as part of our investment strategy; and |
| · | the risks, uncertainties and other factors we identify in “Risk Factors” and elsewhere in this Annual Report on Form 10-K. |
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new loans and investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Annual Report on Form 10-K should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in “Risk Factors” and elsewhere in this Annual Report on Form 10-K. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Annual Report on Form 10-K. 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 Securities and Exchange Commission (“SEC”) rule or regulation.
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Overview
We are a Maryland corporation that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). We are an “emerging growth company within the meaning of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and as such, are subject to reduced public company reporting requirements. Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We are managed by Capitala Investment Advisors (the “Investment Advisor”), and Capitala Advisors Corp. (the “Administrator”) provides the administrative services necessary for us to operate.
We provide capital to smaller and lower middle-market companies in the United States, with a non-exclusive emphasis on the Southeast, Southwest and Mid-Atlantic regions. We invest primarily in companies with a history of earnings growth and positive cash flow, proven management teams, product or service with competitive advantages and industry-appropriate margins. We primarily invest in companies with between $5 million and $30 million in trailing twelve month EBITDA.
We invest in mezzanine and senior subordinated debt investments that are secured by subordinated liens on all of our borrowers’ assets and, to a lesser extent, in senior, cash flow-based “unitranche” securities. Most of our debt investments are coupled with equity interests, whether in the form of detachable “penny” warrants or equity co-investments made pari passu with our borrowers’ financial sponsors.
As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities of private or thinly traded public U.S. companies, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. In addition, we are only allowed to borrow money such that our asset coverage, as defined in the 1940 Act, equals at least 200% after such borrowing, with certain limited exceptions. To maintain our RIC status, we must meet specified source-of-income and asset diversification requirements. To maintain our RIC tax treatment under subchapter M for U.S. federal income tax purposes, we must distribute at least 90% of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, for the taxable year.
Corporate History
We commenced operations on May 24, 2013 and completed our initial public offering (“IPO”) on September 30, 2013. The Company was formed for the purpose of (i) acquiring, through a series of transactions, an investment portfolio from the following entities: CapitalSouth Partners Fund I Limited Partnership (“Fund I”); CapitalSouth Partners Fund II Limited Partnership (“Fund II”); CapitalSouth Partners Fund III, L.P. (“Fund III Parent”); CapitalSouth Partners SBIC Fund III, L.P. (“Fund III”) and CapitalSouth Partners Florida Sidecar Fund I, L.P. (“Florida Sidecar” and, collectively with Fund I, Fund II, Fund III and Fund III Parent, the “Legacy Funds”); (ii) raising capital in the IPO and (iii) continuing and expanding the business of the Legacy Funds by making additional debt and equity investments in smaller and lower middle market companies.
On September 24, 2013, the Company acquired 100% of the limited partnership interests in Fund II, Fund III and Florida Sidecar and each of their respective general partners, as well as certain assets from Fund I and Fund III Parent, in exchange for an aggregate of 8,974,420 shares of the Company’s common stock (the “Formation Transactions”). Fund II, Fund III and Florida Sidecar became the Fund’s wholly-owned subsidiaries. Fund II and Fund III retained their SBIC licenses, continue to hold their existing investments and continue to make new investments. The IPO consisted of the sale of 4,000,000 shares of the Company’s common stock at a price of $20.00 per share resulting in net proceeds to the Company of $74,250,000, after deducting underwriting fees and commissions totaling $5,750,000. The other costs of the IPO were borne by the limited partners of the Legacy Funds. As of December 31, 2013, the Company had 12,974,420 shares of common stock outstanding.
At the time of the Formation Transactions, our portfolio consisted of: (1) approximately $326.3 million in investments; (2) an aggregate of approximately $67.1 million in cash, interest receivable and other assets; and (3) liabilities of approximately $202.2 million of SBA-guaranteed debt payable. We have two SBIC-licensed subsidiaries that have elected to be treated as BDCs under the 1940 Act. We may also seek other forms of leverage and borrow funds to make investments, including before we have fully invested the proceeds of this offering.
Basis of Presentation
The accompanying financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). The financial statements of the Company include the accounts of the Company and its wholly-owned subsidiaries as described in the Formation Transactions presented in Note 1. The transactions related to Fund II, Fund III, and the Florida Sidecar constitute an exchange of shares between entities under common control and will be accounted for in accordance with ASC 805, Business Combinations. As such, the Company’s results of operations and cash flows for the year ended December 31, 2013 are presented as if the aforementioned transactions had occurred as of January 1, 2013. In addition, the results of the Company’s operations and cash flows for the years ended December 31, 2012 and December 31, 2011 and the Company’s financial position as of December 31, 2012 have been presented on a combined basis in order to provide comparative information with respect to prior periods. The Formation Transactions also included an asset acquisition of certain assets in Fund I and Fund III Parent. In accordance with ASC 805, Business Combinations, the assets acquired were recorded at fair value at the date of acquisition, September 24, 2013.
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The Company’s financial position as of December 31, 2013 is presented on a consolidated basis. The effects of all intercompany transactions between the Company and its subsidiaries (Fund II, Fund III, and the Florida Sidecar) have been eliminated in consolidation. All financial data and information included in these financial statements have been presented on the basis described above. In the opinion of management, the financial statements reflect all adjustments that are necessary for the fair presentation of financial results as of and for the periods presented.
Revenues
We generate revenue primarily from the periodic cash interest we will collect on our debt investments. In addition, most of our debt investments offer the opportunity to participate in a borrower’s equity performance through warrant participation, direct equity ownership or otherwise, which we expect to result in revenue in the form of dividends and/or capital gain. Further, we may generate revenue in the form of commitment, origination, structuring or diligence fees, monitoring fees, fees for providing managerial assistance and possibly consulting fees and performance-based fees. These fees will be recognized as they are earned.
Expenses
Our primary operating expenses include the payment of investment advisory fees to our investment adviser, Capitala Investment Advisors, LLC, our allocable portion of overhead and other expenses incurred by our Administrator in performing its obligations under the Administration Agreement and other operating expenses as detailed below. Our investment advisory fee will compensate our investment adviser for its work in identifying, evaluating, negotiating, closing, monitoring and servicing our investments. We will bear all other expenses of our operations and transactions, including (without limitation):
| · | the cost of our organization; |
| · | the cost of calculating our net asset value, including the cost of any third-party valuation services; |
| · | the cost of effecting sales and repurchases of our shares and other securities; |
| · | interest payable on debt, if any, to finance our investments; |
| · | fees payable to third parties relating to, or associated with, making investments (such as legal, accounting and travel expenses incurred in connection with making investments), including fees and expenses associated with performing due diligence reviews of prospective investments and advisory fees; |
| · | transfer agent and custodial fees; |
| · | fees and expenses associated with marketing efforts; |
| · | costs associated with our reporting and compliance obligations under the 1940 Act, the Exchange Act, other applicable federal and state securities laws and ongoing stock exchange listing fees; |
| · | federal, state and local taxes; |
| · | independent directors’ fees and expenses; |
| · | brokerage commissions; |
| · | costs of proxy statements, stockholders’ reports and other communications with stockholders; |
| · | fidelity bond, directors’ and officers’ liability insurance, errors and omissions liability insurance and other insurance premiums; |
| · | direct costs and expenses of administration, including printing, mailing, telephone and staff; |
| · | fees and expenses associated with independent audits and outside legal costs; and |
| · | all other expenses incurred by either our Administrator or us in connection with administering our business, including payments under the Administration Agreement that will be based upon our allocable portion of overhead and other expenses incurred by our Administrator in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions, and our allocable portion of any costs of compensation and related expenses of our chief compliance officer and our chief financial officer and any administrative support staff. |
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Critical Accounting Policies and Use of Estimates
In the preparation of our financial statements and related disclosures, we have adopted various accounting policies that govern the application of U.S. GAAP. Our significant accounting policies are described in Note 2 to the Consolidated Financial Statements. While all of these policies are important to understanding our financial statements, certain accounting policies and estimates are considered critical due to their impact on the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods covered by such financial statements. We have identified investment valuation, revenue recognition, and income taxes as our most critical accounting estimates. We continuously evaluate our estimates, including those related to the matters described below. Because of the nature of the judgment and assumptions we make, actual results could materially differ from those estimates under different assumptions or conditions. A discussion of our critical accounting policies follows.
Valuation of Investments
The Company applies fair value accounting to all of its financial instruments in accordance with the 1940 Act and ASC Topic 820 - Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a framework used to measure fair value and requires disclosures for fair value measurements. In accordance with ASC 820, the Fund has categorized its financial instruments carried at fair value, based on the priority of the valuation technique, into a three-level fair value hierarchy as discussed in Note 3.
In determining fair value, our Board of Directors uses various valuation approaches, and engages a third-party independent valuation firm, which provides positive assurance on the investments they review. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.
Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Board of Directors. Unobservable inputs reflect the Board of Directors’ assumptions about the inputs market participants would use in pricing the asset or liability developed based upon the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:
Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 securities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The availability of valuation techniques and observable inputs can vary from security to security and is affected by a wide variety of factors including, the type of security, whether the security is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a market for the securities existed. Accordingly, the degree of judgment exercised by the Board of Directors in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. We use prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause a security to be reclassified to a lower level within the fair value hierarchy.
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Valuation Techniques
Senior and Subordinated Secured Loans
The Company’s portfolio primarily consists of private debt instruments (“Level 3 debt”). We consider our Level 3 debt to be performing loans if the borrower is not in default, the borrower is remitting payments in a timely manner, the loan is in covenant compliance or is otherwise not deemed to be impaired. In determining the fair value of the performing Level 3 debt, the Company’s Board of Directors considers fluctuations in current interest rates, the trends in yields of debt instruments with similar credit ratings (if applicable), the financial condition of the borrower, economic conditions and other relevant factors, both qualitative and quantitative. In the event that a Level 3 debt instrument is not performing, as defined above, the Board of Directors will evaluate the value of the collateral utilizing the same framework described above for a performing loan to determine the value of the Level 3 debt instrument.
This evaluation will be updated no less than quarterly for Level 3 debt instruments that are not performing, and more frequently for time periods where there are significant changes in the collateral or significant changes in the perceived performance of the underlying portfolio company. The collateral value will be analyzed on an ongoing basis using internal metrics, appraisals, third-party valuation agents and other data as may be acquired and analyzed by our management and Board of Directors.
Equity Investments in Private Companies
Our Board of Directors determines the fair value of its investments in private companies by incorporating valuations that consider the evaluation of financing and sale transactions with third-parties, expected cash flows and market-based information, including comparable transactions, and performance multiples, among other factors, and may use third-party valuation agents. Such non-public investments are included in Level 3 of the fair value hierarchy.
Warrants
Our Board of Directors will ascribe value to warrants based on fair value holdings that can include discounted cash flow analyses, option pricing models, comparable analyses and other techniques as deemed appropriate. Such warrants are included in Level 3 of the fair value hierarchy to the extent issued by non-public companies.
Revenue Recognition
The Company’s revenue recognition policies are as follows:
Interest Income and Paid-in Kind Interest: Interest income is recorded on the accrual basis to the extent that such amounts are expected to be collected. The company has loans in the portfolio that contain a payment-in-kind (“PIK”) provision. The PIK interest, which represents contractually deferred interest added to the loan balance that is generally due at maturity, is recorded on the accrual basis to the extent that such amounts are expected to be collected. PIK interest is not accrued if the Company does not expect the issuer to be able to pay all principal and interest when due.
Non-accrual income: Generally, when interest and/or principal payments on a loan become materially past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status, and will generally cease recognizing interest income and PIK on that loan for financial reporting purposes. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. The company may elect to cease accruing PIK and continue accruing interest income in cases where a loan is currently paying interest income but, in management’s judgment, there is a reasonable likelihood of principal loss on the loan. Non-accrual loans are returned to accrual status when the borrower’s financial condition improves such that management believes current interest and principal payments are expected to be collected.
Gains and Losses on investment sales and paydowns: Realized gains and losses on investments are recognized using the specific identification method.
Dividend Income: Dividend income is recognized on the date dividends are declared.
Other Income: Origination, amendment, closing and/or commitment fees associated with investments in portfolio companies are recognized as income when the investment transaction closes. Prepayment penalties received by the Company for debt instruments repaid prior to maturity date are recorded as income upon receipt.
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Income Taxes
Prior to the Formation Transaction, the Legacy Funds were treated as partnerships for U.S. federal, state and local income tax purposes and, therefore, no provision has been made in the accompanying consolidated financial statements for federal, state or local income taxes. In accordance with the partnership tax law requirements, each partner would include their respective components of the Legacy Funds' taxable profits or losses, as shown on their Schedule K-1s in their respective tax or information returns. The Legacy Funds are disregarded entities for tax purposes prior to and post the Formation Transaction.
The Company intends to elect to be treated for federal income tax purposes, and intends to qualify annually thereafter, as a Registered Investment Company (“RIC”) under Subchapter M of the Code and, among other things, intends to make the requisite distributions to its stockholders which will relieve the Company from federal income taxes. Therefore, no provision has been recorded for federal income taxes.
In order to qualify as a RIC, among other requirements, the Company is required to timely distribute to its stockholders at least 90.0% of its investment company taxable income, as defined by the Code, for each fiscal tax year. The Company will be subject to a nondeductible U.S. federal excise tax of 4.0% on undistributed income if it does not distribute at least 98.0% of its ordinary income in any calendar year and 98.2% of its capital gain net income for each one-year period ending on October 31.
Depending on the level of taxable income earned in a tax year, the Company may choose to carry forward taxable income in excess of current year dividend distributions into the next tax year and pay a 4.0% excise tax on such income, as required. 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 for excise tax purposes, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned.
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 on the aggregate amount of cash to be distributed to all stockholders, which limitation must be at least 20.0% of the aggregate declared distribution. If too many stockholders elect to receive cash, each stockholder electing to receive cash will 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 20.0% 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.
ASC 740, Income Taxes, provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s 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 current period. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the consolidated statements of operations. As of December 31, 2013 and December 31, 2012, there were no uncertain tax positions.
The Company is required to determine whether a tax position of the Company is more likely-than-not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability that could have negatively impact the Company’s net assets.
U.S. GAAP provides guidance on thresholds, measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities.
The Company has concluded that it was not necessary to record a liability for any such tax positions as of December 31, 2013 or 2012. However, the Company’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analyses of, and changes to, tax laws, regulations and interpretations thereof.
The Company’s activities from commencement of operations remain subject to examination by U.S. federal, state, and local tax authorities. No interest expense or penalties have been assessed as of December 31, 2013 and 2012. If the Company were required to recognize interest and penalties, if any, related to unrecognized tax benefits this would be recognized as income tax expense in the consolidated statement of operations.
Portfolio and Investment Activity
As of December 31, 2013, our portfolio consisted of investments in 41 portfolio companies with a fair value of approximately $364.7 million.
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During the year ended December 31, 2013, we made approximately $110.9 million of investments in new or existing portfolio companies and had approximately $52.7 million in aggregate amount of exits and repayments resulting in net investments of approximately $58.2 million for the period. During the year ended December 31, 2012, we made approximately $56.5 million of investments in new or existing portfolio companies and had approximately $23.7 million in aggregate amount of exits and repayments resulting in net investments of approximately $32.8 million for the period. During the year ended December 31, 2011, we made approximately $117.3 million of investments in new or existing portfolio companies and had approximately $44.9 million in aggregate amount of exits and repayments resulting in net investments of approximately $72.4 million for the period.
As of December 31, 2013, our average portfolio company investment and our largest portfolio company investment at amortized cost and fair value was approximately $7.3 million and $8.9 million, and $25.3 million and $25.3 million, respectively. As of December 31, 2013, the Company had approximately $101.6 million of cash and cash equivalents. As of December 31, 2012, our average portfolio company investment and our largest portfolio company investment at amortized cost and fair value was approximately $6.0 million and $7.5 million, and $17.4 million and $29.9 million, respectively. As of December 31, 2012, the Company had $30.5 million of cash and cash equivalents.
The following table summarizes the amortized cost and the fair value of investments and cash and cash equivalents as of December 31, 2013 (dollars in thousands):
| Investments at Amortized Cost | Amortized Cost Percentage of Total | Investments at Fair Value | Fair Value Percentage of Total | |||||||||||||
| Senior Secured Debt | $ | 103,457 | 25.7 | % | $ | 102,071 | 21.9 | % | ||||||||
| Subordinated Debt | 136,638 | 33.9 | 133,710 | 28.7 | ||||||||||||
| Equity and Warrants | 61,204 | 15.2 | 128,938 | 27.6 | ||||||||||||
| Cash and Cash Equivalents | 101,622 | 25.2 | 101,622 | 21.8 | ||||||||||||
| Total | $ | 402,921 | 100.0 | % | $ | 466,341 | 100.0 | % | ||||||||
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The following table summarizes the amortized cost and the fair value of investments and cash and cash equivalents as of December 31, 2012 (dollars in thousands):
| Investments at Amortized Cost | Amortized Cost Percentage of Total Portfolio | Investments at Fair Value | Fair Value Percentage of Total Portfolio | |||||||||||||
| Senior Secured Debt | $ | 72,728 | 28.2 | % | $ | 73,861 | 23.5 | % | ||||||||
| Subordinated Debt | 109,030 | 42.2 | 101,659 | 32.3 | ||||||||||||
| Equity and Warrants | 45,940 | 17.8 | 108,411 | 34.5 | ||||||||||||
| Cash and Cash Equivalents | 30,467 | 11.8 | 30,467 | 9.7 | ||||||||||||
| Total | $ | 258,165 | 100.0 | % | $ | 314,398 | 100.0 | % | ||||||||
As of December 31, 2013, our income-bearing investment portfolio, which represented nearly 65% of our total portfolio, had a weighted average yield of approximately 13.7% all bearing a fixed rate of interest. As of December 31, 2012, our income-bearing investment portfolio, which represented nearly 62% of our total portfolio, had a weighted average yield of approximately 13.5% all bearing a fixed rate of interest.
The following table shows the portfolio composition by industry grouping at fair value (dollars in thousands):
| December 31, 2013 | December 31, 2012 | |||||||||||||||
| Investments at Fair Value | Percentage of Total Portfolio | Investments at Fair Value | Percentage of Total Portfolio | |||||||||||||
| Oil & Gas Services | $ | 25,321 | 7.0 | % | $ | 6,240 | 2.2 | % | ||||||||
| QSR Franchisee | 24,787 | 6.8 | 29,950 | 10.5 | ||||||||||||
| Sales & Marketing Services | 22,753 | 6.3 | 7,008 | 2.5 | ||||||||||||
| Professional Employer Organization | 22,677 | 6.2 | 15,229 | 5.4 | ||||||||||||
| Industrial Equipment Rental | 22,500 | 6.2 | 18,001 | 6.4 | ||||||||||||
| Printing Services | 16,448 | 4.5 | 8,185 | 2.9 | ||||||||||||
| Oil & Gas Engineering and Consulting Services | 15,000 | 4.1 | — | — | ||||||||||||
| Footwear Retail | 14,807 | 4.1 | 7,131 | 2.5 | ||||||||||||
| QSR Franchisor | 14,622 | 4.0 | 15,112 | 5.3 | ||||||||||||
| Personal Product Manufacturer | 14,073 | 3.9 | 12,892 | 4.5 | ||||||||||||
| Specialty Clothing | 12,724 | 3.5 | 10,333 | 3.6 | ||||||||||||
| Medical Device Distributor | 11,121 | 3.0 | 9,847 | 3.5 | ||||||||||||
| Retail Display & Security Services | 10,823 | 3.0 | — | — | ||||||||||||
| Culinary Products | 10,302 | 2.8 | 8,769 | 3.1 | ||||||||||||
| Fuel Transportation Services | 10,274 | 2.8 | 9,043 | 3.2 | ||||||||||||
| Aerospace Parts Manufacturer | 10,064 | 2.8 | 5,219 | 1.8 | ||||||||||||
| Dental Practice Management | 9,273 | 2.6 | 7,984 | 2.8 | ||||||||||||
| Textile Equipment Manufacturer | 9,031 | 2.5 | 8,433 | 3.0 | ||||||||||||
| Energy Services | 8,783 | 2.4 | 7,287 | 2.6 | ||||||||||||
| Conglomerate | 7,630 | 2.1 | 8,565 | 3.0 | ||||||||||||
| Computer Supply Retail | 6,673 | 1.8 | — | — | ||||||||||||
| Produce Distribution | 6,631 | 1.8 | 6,722 | 2.4 | ||||||||||||
| Replacement Window Manufacturer | 6,284 | 1.7 | 5,585 | 2.0 | ||||||||||||
| Transportation | 6,000 | 1.6 | — | — | ||||||||||||
| Environmental Services Products | 5,185 | 1.4 | — | — | ||||||||||||
| Data Processing & Digital Marketing | 5,061 | 1.4 | 637 | 0.2 | ||||||||||||
| Advertising & Marketing Services | 4,911 | 1.3 | 18,453 | 6.5 | ||||||||||||
| Western Wear Retail | 4,774 | 1.3 | 19,928 | 7.0 | ||||||||||||
| Metal Recycler | 3,950 | 1.1 | 2,931 | 1.0 | ||||||||||||
| Automotive Chemicals & Lubricants | 3,886 | 1.1 | 3,283 | 1.2 | ||||||||||||
| Petroleum Equipment Supplier | 3,624 | 1.0 | 2,681 | 0.9 | ||||||||||||
| Industrial Manufacturing | 3,440 | 0.9 | — | — | ||||||||||||
| Specialty Defense Contractor | 2,799 | 0.8 | 467 | 0.2 | ||||||||||||
| Building Supplies | 2,509 | 0.7 | 972 | 0.3 | ||||||||||||
| Online Travel Sales & Marketing | 1,638 | 0.4 | 1,421 | 0.5 | ||||||||||||
| Quick Lube Services | 1,604 | 0.4 | 13,248 | 4.7 | ||||||||||||
| Industrial Boiler Manufacturer | 1,536 | 0.4 | 2,660 | 0.9 | ||||||||||||
| In-Home Healthcare Services | 748 | 0.2 | 374 | 0.1 | ||||||||||||
| IT Hosting Services | 453 | 0.1 | 372 | 0.1 | ||||||||||||
| Usenet Hosting Services | — | — | 6,214 | 2.2 | ||||||||||||
| Textile Manufacturer | — | — | 1,590 | 0.6 | ||||||||||||
| Corporate Fulfillment | — | — | 1,165 | 0.4 | ||||||||||||
| Total | $ | 364,719 | 100.0 | % | $ | 283,931 | 100.0 | % |
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All investments made by the Company as of December 31, 2013 and December 31, 2012 were made in portfolio companies located in the U.S. The geographic composition is determined by the location of the corporate headquarters of the portfolio company, which may not be indicative of the primary source of the portfolio company’s business. The following table shows the portfolio composition by geographic region at fair value at December 31, 2013 and December 31, 2012 (dollars in thousands):
| At December 31, 2013 | At December 31, 2012 | |||||||||||||||
| Investments at Fair Value | Percentage of Total Portfolio | Investments at Fair Value | Percentage of Total Portfolio | |||||||||||||
| South | $ | 254,143 | 69.7 | % | $ | 202,429 | 71.3 | % | ||||||||
| West | 66,637 | 18.3 | 47,931 | 16.9 | ||||||||||||
| Northeast | 23,436 | 6.4 | 18,419 | 6.5 | ||||||||||||
| Midwest | 20,503 | 5.6 | 15,152 | 5.3 | ||||||||||||
| Total | $ | 364,719 | 100.0 | % | $ | 283,931 | 100.0 | % | ||||||||
The Investment Advisor regularly assesses the risk profile of each of our investments and rates each of them based on the following categories, which we refer to as the Investment Advisor’s investment credit rating:
| Credit Rating | Definition | |
| 1 | Investments that are performing above expectations. | |
| 2 |
Investments that are performing within expectations, with risks that are neutral or favorable compared to risks at the time of origination.
All new loans are rated ‘2’. | |
| 3 |
Investments that are performing below expectations and that
require closer monitoring, but where no loss
Companies rated ‘3’ may be out of compliance with financial covenants, however, loan payments are generally not past due. | |
| 4 |
Investments that are performing below expectations and for which risk has increased materially since origination.
Some loss of interest or dividend is expected but no loss of principal.
In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 180 days past due). | |
| 5 |
Investments that are performing substantially below expectations and whose risks have increased substantially since origination.
Most or all of the debt covenants are out of compliance and payments are substantially delinquent.
Some loss of principal is expected. |
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The following table shows the distribution of our investments on the 1 to 5 investment performance rating scale at fair value as of December 31, 2013 (dollars in thousands):
| Investment Performance Rating | Investments at Fair Value | Percentage of Total Investments | ||||||
| 1 | $ | 183,194 | 50.2 | % | ||||
| 2 | 129,721 | 35.5 | ||||||
| 3 | 44,680 | 12.3 | ||||||
| 4 | 7,124 | 2.0 | ||||||
| 5 | — | — | ||||||
| Total | $ | 364,719 | 100.0 | % | ||||
The following table shows the distribution of our investments on the 1 to 5 investment performance rating scale at fair value as of December 31, 2012 (dollars in thousands):
| Investment Performance Rating | Investments at Fair Value | Percentage of Total Investments | ||||||
| 1 | $ | 172,598 | 60.8 | % | ||||
| 2 | 80,676 | 28.4 | ||||||
| 3 | 21,870 | 7.7 | ||||||
| 4 | 8,787 | 3.1 | ||||||
| 5 | — | — | ||||||
| Total | $ | 283,931 | 100.0 | % | ||||
The Company had non-accrual loans outstanding with a fair market value of $6.5 million and $5.1 million as of December 31, 2013 and December 31, 2012, respectively.
Results of Operations
Operating results for the years ended December 31, 2013, 2012, and, 2011 are as follows (dollars in thousands):
| For the Year Ended December 31 | ||||||||||||
| 2013 | 2012 | 2011 | ||||||||||
| Total investment income | $ | 35,433 | $ | 24,939 | $ | 17,625 | ||||||
| Total expenses | 15,949 | 12,015 | 8,712 | |||||||||
| Net investment income | 19,484 | 12,924 | 8,913 | |||||||||
| Net realized gains | 2,187 | 1,590 | 2,963 | |||||||||
| Net unrealized appreciation | 7,187 | 35,056 | 13,461 | |||||||||
| Net increase in net assets resulting from operations | $ | 28,858 | $ | 49,570 | $ | 25,337 | ||||||
Investment income
The composition of our investment income for the years ended December 31, 2013, 2012 and 2011 was as follows (dollars in thousands):
| For the Year Ended December 31 | ||||||||||||
| 2013 | 2012 | 2011 | ||||||||||
| Loan interest and fee income | $ | 25,777 | $ | 21,763 | $ | 14,539 | ||||||
| Payment-in-kind interest income | 1,571 | 1,789 | 1,639 | |||||||||
| Dividend income | 6,432 | 1,052 | 1,018 | |||||||||
| Interest from cash and cash equivalents | 149 | 141 | 242 | |||||||||
| Income from pass-through entities | 1,504 | 171 | 187 | |||||||||
| Other Income | — | 23 | — | |||||||||
| Total Investment Income | $ | 35,433 | $ | 24,939 | $ | 17,625 | ||||||
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For the year ended December 31, 2013, total investment income increased $10.5 million, or 42.1% compared to the fiscal year ended December 31, 2012. The increase from the prior year relates to higher dividend income mostly from recapitalizations of control investments, and higher loan and fee income resulting from an increasing investment portfolio.
For the year ended December 31, 2012, total investment income increased $7.3 million, or 41.5% compared to the fiscal year ended December 31, 2011. The increase from the prior year relates to higher loan and fee income resulting from an increasing investment portfolio.
Operating expenses
The composition of our expenses for the years ended December 31, 2013, 2012 and 2011 was as follows (dollars in thousands):
| For the Year Ended December 31 | ||||||||||||
| 2013 | 2012 | 2011 | ||||||||||
| Interest expense and amortization of deferred financing fees | $ | 8,384 | $ | 7,853 | $ | 5,476 | ||||||
| Management fees net of management fee waiver | 4,731 | 4,043 | 2,651 | |||||||||
| Incentive fees | 1,525 | — | — | |||||||||
| General and administrative expenses | 1,309 | 119 | 585 | |||||||||
| Total expenses net of management fee waiver | $ | 15,949 | $ | 12,015 | $ | 8,712 | ||||||
Operating expenses for the year ended December 31, 2013 increased $3.9 million over the year ended December 31, 2012. The increase is attributable to an incentive fee of $1.5 million under the new advisory agreement, and $0.9 million of general and administrative expenses following the IPO on September 30, 2013.
Operating expenses for the year ended December 31, 2012 increased $3.3 million over the year ended December 31, 2011. Interest expense increased $2.4 million, resulting from $35.0 million of SBA-guaranteed debenture advances during 2012, and $72.7 million of advances during 2011.
Net realized gains/losses on sales of investments
During the years ended December 31, 2013, 2012 and 2011, we recognized $2.2 million, $1.6 million and $3.0 million of net realized gains on our portfolio investments, respectively.
Net unrealized appreciation on investments
Net change in unrealized appreciation on investments reflects the net change in the fair value of our investment portfolio. For the years ended December 31, 2013, 2012 and 2011, we had $7.2 million, $35.1 million and $13.5 million of unrealized appreciation, respectively, on portfolio investments. During 2012, unrealized appreciation on investments was significantly higher than 2013 or 2011, primarily related to appreciation on two equity investments.
Changes in net assets resulting from operations
For the fiscal years ended December 31, 2013, 2012 and 2011 we recorded a net increase in net assets resulting from operations of $28.9 million, $49.6 million, and $25.3 million, respectively. Based on the weighted average shares of common stock outstanding for the year ended December 31, 2013, our per share net increase in net assets resulting from operations was $2.22.
Financial Condition, Liquidity and Capital Resources
In addition to the $74.25 million of net proceeds from our IPO, we intend to continue to generate cash from future offerings of securities and cash flows from operations, including earnings on investments in our portfolio and future investments, as well as interest earned from the temporary investment of cash in U.S. government securities and other high-quality debt investments that mature in one year or less. In addition to our existing SBA-guaranteed debentures, we may, if permitted by regulation, seek to issue additional SBA-guaranteed debentures as well as other forms of leverage and borrow funds to make investments, including before we have fully invested the proceeds of this offering.
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As of December 31, 2013, we had $101.6 million in cash and cash equivalents, and our net assets totaled $268.7 million. On January 15, 2014, the Company filed a registration statement on form N-2 in connection with the registration of senior notes.
Contractual obligations
We have entered into two contracts under which we have material future commitments, the Investment Advisory Agreement, pursuant to which the Investment Advisor serves as our investment adviser, and the Administration Agreement, pursuant to which our Administrator agrees to furnish us with certain administrative services necessary to conduct our day-to-day operations. Payments under the Investment Advisory Agreement in future periods will be equal to: (1) a percentage of the value of our gross assets; and (2) an incentive fee based on our performance. Payments under the Administration Agreement will occur on an ongoing basis as expenses are incurred on our behalf by our Administrator.
The Investment Advisory Agreement and the Administration Agreement are each terminable by either party without penalty upon 60 days’ written notice to the other. If either of these agreements is terminated, the costs we incur under new agreements may increase. In addition, we will likely incur significant time and expense in locating alternative parties to provide the services we expect to receive under both our Investment Advisory Agreement and our Administration Agreement. Any new Investment Advisory Agreement would also be subject to approval by our stockholders.
A summary of the Company’s significant contractual payment obligations as of December 31, 2013 is as follows (dollars in thousands):
| Contractual Obligations Payments Due by Period | ||||||||||||||||||||
| Less Than 1 Year | 1 - 3 Years | 3 - 5 Years | More Than 5 Years | Total | ||||||||||||||||
| SBA-Guaranteed Debentures | $ | 10,000 | $ | 21,500 | $ | — | $ | 170,700 | $ | 202,200 | ||||||||||
| Total Contractual Obligations | $ | 10,000 | $ | 21,500 | $ | — | $ | 170,700 | $ | 202,200 | ||||||||||
On February 28, 2014, the Company paid off $10.0 million in SBA-Guaranteed debentures due in less than one year, including $2.0 million that matured on March 1, 2014 and prepayment of $8.0 million that was scheduled to mature on September 1, 2014.
Distributions
In order to qualify as a RIC and to avoid U.S. federal corporate level income tax on the income we distribute to our stockholders, we are required to distribute at least 90% of our net ordinary income and our net short-term capital gains in excess of net long-term capital losses, if any, to our stockholders on an annual basis. Additionally, we must distribute an amount at least equal to the sum of 98% of our net ordinary income (during the calendar year) plus 98.2% of our net capital gain income (during each 12-month period ending on October 31) plus any net ordinary income and capital gain net income for preceding years that were not distributed during such years and on which we paid no U.S. federal income tax to avoid a U.S. federal excise tax. To the extent that we have income available, we intend to make quarterly distributions to our stockholders for the first four full quarters subsequent to our IPO and then make monthly distributions thereafter. Our monthly stockholder distributions, if any, will be determined by our Board of Directors on a quarterly basis. Any distribution to our stockholders will be declared out of assets legally available for distribution.
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 our distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage requirements applicable to us as a BDC under the 1940 Act. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including the possible loss of our qualification as a RIC. We cannot assure stockholders that they will receive any distributions.
To the extent our taxable earnings fall below the total amount of our distributions for that fiscal year, a portion of those distributions may be deemed a return of capital to our stockholders for U.S. federal income tax purposes. Thus, the source of a distribution to our stockholders may be the original capital invested by the stockholder rather than our income or gains. Stockholders should read any written disclosure accompanying any stockholder distribution carefully and should not assume that the source of any distribution is our ordinary income or capital gains.
We have adopted an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a distribution, then stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock unless a stockholder specifically “opts out” of our dividend reinvestment plan. If a stockholder opts out, that stockholder will receive cash distributions. Although distributions paid in the form of additional shares of our common stock will generally be subject to U.S. federal, state and local taxes in the same manner as cash distributions, stockholders participating in our dividend reinvestment plan will not receive any corresponding cash distributions with which to pay any such applicable taxes.
| 65 |
Related Parties
We have entered into the Investment Advisory Agreement with the Investment Advisor. Mr. Alala, our chief executive officer, president and chairman of our Board of Directors, is the managing partner and chief investment officer of Capitala Investment Advisors, and Mr. Broyhill, a member of our Board of Directors, has an indirect controlling interest in the Investment Advisor.
In addition, the Investment Advisor’s investment team also manages Fund IV, a private investment limited partnership providing financing solutions to smaller and lower middle-market companies that had its first closing in March 2013 and obtained SBA approval for its SBIC license in April 2013. In addition to Fund IV, affiliates of the Investment Advisor may manage several affiliated funds whereby institutional limited partners in Fund IV, have had the opportunity to co-invest with Fund IV in portfolio investments. The Investment Advisor and its affiliates may also manage other funds in the future that may have investment mandates that are similar, in whole and in part, with ours. The Investment Advisor and its affiliates may determine that an investment is appropriate for us and for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, the Investment Advisor or its affiliates may determine that we should invest side-by-side with one or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its staff, and consistent with the Investment Advisor’s allocation procedures. We do not expect to make co-investments, or otherwise compete for investment opportunities, with Fund IV because its focus and investment strategy differ from our own.
We have entered into a license agreement with the Investment Advisor, pursuant to which the Investment Advisor has agreed to grant us a non-exclusive, royalty-free license to use the name “Capitala.”
We have entered into the Administration Agreement with our Administrator. Pursuant to the terms of the Administration Agreement, our Administrator provides us with the office facilities and administrative services necessary to conduct our day-to-day operations. Mr. Alala, our chief executive officer, president and chairman of our Board of Directors, is the chief executive officer, president and a director of our Administrator, and Mr. Broyhill, a member of our Board of Directors, is the trustee of a trust that has a controlling interest in our Administrator.
Off-balance sheet arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Recent Developments
On January 2, 2014, the Company invested $8.3 million in Velum Global Credit Management, LLC senior debt that will yield 15% cash interest.
On February 14, 2014, the Company invested $200 thousand in Precision Manufacturing, LLC subordinated debt that will yield 14% PIK interest.
On February 24, 2014, the Company refinanced its outstanding debt with Print Direction, Inc. All existing principal was paid off and a $14.0 million unitranche facility was originated that will yield 15% cash interest.
On February 27, 2014, the Company’s Board of Directors declared a quarterly dividend of $0.47 per share payable on March 26, 2014 to holders of record as of March 14, 2014.
On February 28, 2014, the Company paid off $10.0 million in SBA-Guaranteed debentures due in less than one year, including $2.0 million that matured on March 1, 2014 and prepayment of $8.0 million that was scheduled to mature on September 1, 2014.
| 66 |
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are subject to financial market risks, including changes in interest rates. Changes in interest rates may affect both our cost of funding and our interest income from portfolio investments and cash and cash equivalents. Our investment income will generally not be affected by changes in various interest rates, including LIBOR, as assets and liabilities are fixed as of December 31, 2013. We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act. For the year ended December 31, 2013, we did not engage in hedging activities.
Assuming that the statement of assets and liabilities as of December 31, 2013 remains constant and that we take no actions to alter our existing interest rate sensitivity, there would be no impact to interest income or net investment income as the result of changes in variable interest rates.
| 67 |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
| Page | ||
| Report of Independent Registered Public Accounting Firms | F-1 | |
| Audited Financial Statements: | ||
| Consolidated Statements of Assets and Liabilities as of December 31, 2013 and 2012 | F-3 | |
| Consolidated Statements of Operations for the years ended December 31, 2013, December 31, 2012 and December 31, 2011 | F-4 | |
| Consolidated Statements of Changes in Net Assets for the years ended December 31, 2013, December 31, 2012 and December 31, 2011 | F-5 | |
| Consolidated Statements of Cash Flows for the years ended December 31, 2013, December 31, 2012 and December 31, 2011 | F-6 | |
| Consolidated Schedules of Investments as of December 31, 2013 and December 31, 2012 | F-7 | |
| Notes to Consolidated Financial Statements | F-11 |
| 68 |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Capitala Finance Corp.
We have audited the accompanying consolidated statement of assets and liabilities of Capitala Finance Corp. (the Company), including the consolidated schedule of investments, as of December 31, 2013, and the related consolidated statements of operations, changes in net assets, and the cash flows for year then ended. We have also audited the accompanying consolidated financial highlights for year ended December 31, 2013. These financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2013 by correspondence with the custodian and directly with management or designees of the portfolio companies, as applicable. We believe that our audit provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the consolidated financial position of Capitala Finance Corp. at December 31, 2013, and the consolidated results of its operations, changes in its net assets, and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.
/s/ Ernst & Young LLP
Charlotte, North Carolina
March 28, 2014
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
Capitala Finance Corp.
We have audited the accompanying combined statement of assets and liabilities of Capitala Finance Corp. (the “Company”), including the combined schedule of investments, as of December 31, 2012, and the related combined statements of operations, changes in net assets, and cash flows for each of the years in the two-year period ended December 31, 2012. These combined financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these combined financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2012, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles.
/s/ Dixon Hughes Goodman llp
High Point, North Carolina
March 28, 2014
| F-2 |
Capitala Finance Corp.
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share data)
| As of | ||||||||
| December 31, 2013 | December 31, 2012 | |||||||
| (combined) | ||||||||
| ASSETS | ||||||||
| Investments at fair value | ||||||||
| Non-control/Non-affiliate investments (amortized cost of $84,138 and $61,609, respectively) | $ | 99,140 | $ | 78,769 | ||||
| Affiliate investments (amortized cost of $159,104 and $122,655, respectively) | 189,098 | 136,809 | ||||||
| Control investments (amortized cost of $58,057 and $43,434, respectively) | 76,481 | 68,353 | ||||||
| Total investments at fair value (amortized cost of $301,299 and $227,698, respectively) | 364,719 | 283,931 | ||||||
| Cash and cash equivalents | 101,622 | 30,467 | ||||||
| Interest and dividend receivable | 2,917 | 1,917 | ||||||
| Due from related parties | 1,645 | 1,494 | ||||||
| Deferred financing fees (net of accumulated amortization of $2,216 and $1,898, respectively) | 4,871 | 4,583 | ||||||
| Prepaid expenses | 654 | - | ||||||
| Total assets | $ | 476,428 | $ | 322,392 | ||||
| LIABILITIES | ||||||||
| SBA debentures payable | $ | 202,200 | $ | 177,200 | ||||
| Due to related parties | 1,153 | 197 | ||||||
| Incentive fee payable | 1,525 | - | ||||||
| Interest payable | 2,723 | 2,485 | ||||||
| Accounts payable and accrued expenses | 157 | 77 | ||||||
| Total liabilities | $ | 207,758 | $ | 179,959 | ||||
| NET ASSETS | ||||||||
| General partner’s capital | $ | - | $ | 282 | ||||
| Limited partners’ capital | - | 77,358 | ||||||
| Common stock, par value $.01, 100,000,000 common shares authorized, 12,974,420 and 0 common shares issued and outstanding, respectively | 130 | - | ||||||
| Additional paid in capital | 188,408 | - | ||||||
| Accumulated undistributed net investment income | 16,760 | 8,560 | ||||||
| Accumulated undistributed net realized gain (loss) from investments | (48 | ) | - | |||||
| Net unrealized appreciation on investments | 63,420 | 56,233 | ||||||
| Total net assets | 268,670 | 142,433 | ||||||
| Total liabilities and net assets | $ | 476,428 | $ | 322,392 | ||||
| Net asset value per share | $ | 20.71 | N/A | |||||
See accompanying notes to consolidated financial statements.
N/A – Not Applicable
| F-3 |
Capitala Finance Corp.
Consolidated Statements of Operations
(in thousands, except share and per share data)
| For the year ended December 31 | ||||||||||||
| 2013 | 2012 | 2011 | ||||||||||
| (combined) | (combined) | |||||||||||
| INVESTMENT INCOME | ||||||||||||
| Loan interest and fee income: | ||||||||||||
| Non-control/Non-affiliate investments | $ | 8,355 | $ | 6,742 | $ | 6,566 | ||||||
| Affiliate investments | 12,688 | 11,683 | 5,711 | |||||||||
| Control investments | 4,734 | 3,338 | 2,262 | |||||||||
| Total loan interest and fee income | 25,777 | 21,763 | 14,539 | |||||||||
| Payment-in-kind interest income: | ||||||||||||
| Non-control/Non-affiliate investments | 175 | 185 | 616 | |||||||||
| Affiliate investments | 471 | 532 | 534 | |||||||||
| Control investments | 925 | 1,072 | 489 | |||||||||
| Total payment-in-kind interest income | 1,571 | 1,789 | 1,639 | |||||||||
| Dividend income: | ||||||||||||
| Non-control/Non-affiliate investments | 35 | - | - | |||||||||
| Affiliate investments | 314 | 431 | - | |||||||||
| Control investments | 6,083 | 621 | 1,018 | |||||||||
| Total dividend income | 6,432 | 1,052 | 1,018 | |||||||||
| Income from pass-through entities: | ||||||||||||
| Non-control/Non-affiliate investments | 5 | - | - | |||||||||
| Affiliate investments | 1,476 | 153 | 64 | |||||||||
| Control investments | 23 | 18 | 123 | |||||||||
| Total income from pass-through entities | 1,504 | 171 | 187 | |||||||||
| Interest income from cash and cash equivalents | 149 | 141 | 242 | |||||||||
| Other income | - | 23 | - | |||||||||
| Total investment income | 35,433 | 24,939 | 17,625 | |||||||||
| EXPENSES | ||||||||||||
| Interest expense and amortization of deferred financing fees | 8,384 | 7,853 | 5,476 | |||||||||
| Management fees | 5,064 | 4,193 | 2,651 | |||||||||
| Incentive fees | 1,525 | - | - | |||||||||
| General and administrative expenses | 1,309 | 119 | 585 | |||||||||
| Expenses before management fee waiver | 16,282 | 12,165 | 8,712 | |||||||||
| Management fee waiver (See Note 4) | (333 | ) | (150 | ) | - | |||||||
| Total expenses net of management fee waiver | 15,949 | 12,015 | 8,712 | |||||||||
| NET INVESTMENT INCOME | 19,484 | 12,924 | 8,913 | |||||||||
| REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: | ||||||||||||
| Net realized gain (loss) from investments: | ||||||||||||
| Non-control/Non-affiliate investments | 6,011 | 180 | 820 | |||||||||
| Affiliate investments | (4,099 | ) | 1,410 | 1,017 | ||||||||
| Control investments | 275 | - | 1,126 | |||||||||
| Total realized gain from investments | 2,187 | 1,590 | 2,963 | |||||||||
| Net unrealized appreciation on investments | 7,187 | 35,056 | 13,461 | |||||||||
| Net gain on investments | 9,374 | 36,646 | 16,424 | |||||||||
| NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 28,858 | $ | 49,570 | $ | 25,337 | ||||||
| NET INCREASE IN NET ASSETS PER SHARE RESULTING FROM OPERATIONS – BASIC AND DILUTED | $ | 2.22 | N/A | N/A | ||||||||
| WEIGHTED AVERAGE COMMON STOCK OUTSTANDING - BASIC AND DILUTED | 12,974,420 | N/A | N/A | |||||||||
See accompanying notes to consolidated financial statements.
N/A – Not Applicable
| F-4 |
Capitala Finance Corp.
Consolidated Statements of Changes in Net Assets
(in thousands)
| Common Stock | Additional | Accumulated | Accumulated | Net Unrealized | ||||||||||||||||||||||||||||||||
| General | Limited | Number of | Par | Paid in | Undistributed Net | Undistributed Net | Appreciation on | |||||||||||||||||||||||||||||
| Partner | Partners | Shares | Value | Capital | Investment Income | Realized Gains | Investments | Total | ||||||||||||||||||||||||||||
| BALANCE, December 31, 2010 | $ | 203 | $ | 49,443 | - | $ | - | $ | - | $ | 1,107 | $ | - | $ | 7,716 | $ | 58,469 | |||||||||||||||||||
| Partners' capital contributions | 6 | 20,923 | - | - | - | - | - | - | 20,929 | |||||||||||||||||||||||||||
| Distribution to partners | - | - | - | - | - | (2,237 | ) | (2,963 | ) | - | (5,200 | ) | ||||||||||||||||||||||||
| Net investment income | - | - | - | - | - | 8,913 | - | - | 8,913 | |||||||||||||||||||||||||||
| Net realized gain on portfolio investments | - | - | - | - | - | - | 2,963 | - | 2,963 | |||||||||||||||||||||||||||
| Net change in unrealized appreciation on portfolio investments | - | - | - | - | - | - | - | 13,461 | 13,461 | |||||||||||||||||||||||||||
| BALANCE, December 31, 2011 | 209 | 70,366 | - | - | - | 7,783 | - | 21,177 | 99,535 | |||||||||||||||||||||||||||
| Partners' capital contributions | 73 | 6,992 | - | - | - | - | - | - | 7,065 | |||||||||||||||||||||||||||
| Distribution to partners | - | - | - | - | - | (12,147 | ) | (1,590 | ) | - | (13,737 | ) | ||||||||||||||||||||||||
| Net investment income | - | - | - | - | - | 12,924 | - | - | 12,924 | |||||||||||||||||||||||||||
| Net realized gain on portfolio investments | - | - | - | - | - | - | 1,590 | - | 1,590 | |||||||||||||||||||||||||||
| Net change in unrealized appreciation on portfolio investments | - | - | - | - | - | - | - | 35,056 | 35,056 | |||||||||||||||||||||||||||
| BALANCE, December 31, 2012 | 282 | 77,358 | - | - | - | 8,560 | - | 56,233 | 142,433 | |||||||||||||||||||||||||||
| Partners' capital contributions | - | 24,852 | - | - | - | - | - | - | 24,852 | |||||||||||||||||||||||||||
| Distribution to partners | - | - | - | - | - | (5,186 | ) | (2,235 | ) | - | (7,421 | ) | ||||||||||||||||||||||||
| Formation transactions | (282 | ) | (102,210 | ) | 8,974,420 | 90 | 114,198 | - | - | - | 11,796 | |||||||||||||||||||||||||
| Public offering of common stock | - | - | 4,000,000 | 40 | 74,210 | - | - | - | 74,250 | |||||||||||||||||||||||||||
| Net investment income | - | - | - | - | - | 19,484 | - | - | 19,484 | |||||||||||||||||||||||||||
| - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||
| Net realized gain on portfolio investments | - | - | - | - | - | - | 2,187 | - | 2,187 | |||||||||||||||||||||||||||
| Net change in unrealized appreciation on portfolio investments | - | - | - | - | - | - | - | 7,187 | 7,187 | |||||||||||||||||||||||||||
| Dividends declared from net investment income | - | - | - | - | - | (6,098 | ) | - | - | (6,098 | ) | |||||||||||||||||||||||||
| BALANCE, December 31, 2013 | $ | - | $ | - | 12,974,420 | $ | 130 | $ | 188,408 | $ | 16,760 | $ | (48 | ) | $ | 63,420 | $ | 268,670 | ||||||||||||||||||
See accompanying notes to consolidated financial statements.
| F-5 |
Capitala Finance Corp.
Consolidated Statements of Cash Flows
(in thousands)
| For the year ended December 31 | ||||||||||||
| 2013 | 2012 | 2011 | ||||||||||
| (combined) | (combined) | |||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
| Net increase in net assets resulting from operations | $ | 28,858 | $ | 49,570 | $ | 25,337 | ||||||
| Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities: | ||||||||||||
| Purchase of portfolio investments | (110,929 | ) | (56,473 | ) | (117,243 | ) | ||||||
| Repayments of portfolio investments | 52,755 | 23,716 | 44,885 | |||||||||
| Net realized gain on portfolio investments | (2,187 | ) | (1,590 | ) | (2,963 | ) | ||||||
| Increase in net unrealized appreciation on portfolio investments | (7,187 | ) | (35,056 | ) | (13,461 | ) | ||||||
| Payment-in-kind interest accrued, net of payments received | (1,408 | ) | (1,473 | ) | (1,159 | ) | ||||||
| Accretion of original issue discount on portfolio investments | (36 | ) | (316 | ) | (478 | ) | ||||||
| Amortization of deferred financing fees | 318 | 634 | 481 | |||||||||
| Changes in assets and liabilities: | ||||||||||||
| Interest and dividend receivable | (1,000 | ) | (558 | ) | (612 | ) | ||||||
| Interest payable | 238 | 647 | 931 | |||||||||
| Incentive fee payable | 1,525 | - | - | |||||||||
| Due from related parties | (151 | ) | 142 | (420 | ) | |||||||
| Accounts payable and accrued expenses | 80 | (357 | ) | (272 | ) | |||||||
| Due to related parties | 956 | (224 | ) | (818 | ) | |||||||
| Prepaid expenses | (654 | ) | - | - | ||||||||
| NET CASH USED IN OPERATING ACTIVITIES | (38,822 | ) | (21,338 | ) | (65,792 | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
| Proceeds from issuance of SBA-guaranteed debentures | 25,000 | 35,000 | 72,700 | |||||||||
| Partners' capital contributions | 24,852 | 7,252 | 20,675 | |||||||||
| Proceeds from IPO, net of underwriting expense | 74,250 | - | - | |||||||||
| Distributions paid | (7,421 | ) | (13,779 | ) | (5,142 | ) | ||||||
| Dividends declared and paid | (6,098 | ) | - | - | ||||||||
| Deferred financing fees paid | (606 | ) | (849 | ) | (2,670 | ) | ||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 109,977 | 27,624 | 85,563 | |||||||||
| NET INCREASE IN CASH AND CASH EQUIVALENTS | 71,155 | 6,286 | 19,771 | |||||||||
| CASH AND CASH EQUIVALENTS, beginning of year | 30,467 | 24,181 | 4,410 | |||||||||
| CASH AND CASH EQUIVALENTS, end of year | $ | 101,622 | $ | 30,467 | $ | 24,181 | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||||||
| Cash paid for interest | $ | 7,828 | $ | 6,573 | $ | 4,070 | ||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS | ||||||||||||
| In-kind contribution of assets | $ | 11,796 | $ | - | $ | - | ||||||
| Distribtion payable | $ | - | $ | (16 | ) | $ | (58 | ) | ||||
| Conversion of debt securities to equity securities | $ | - | $ | 2,365 | $ | - | ||||||
| Release of restricted cash for partner's capital contribution | $ | - | $ | 56 | $ | - | ||||||
| Receivable issued for partner's capital contributions | $ | - | $ | - | $ | 248 | ||||||
| Investment in debt security with proceeds from affiliates | $ | - | $ | - | $ | 250 | ||||||
| Capital Contribution in exchange for waived management fee | $ | - | $ | 5 | $ | 6 | ||||||
See accompanying notes to consolidated financial statements.
| F-6 |
Capitala Finance Corp.
Consolidated Schedule of Investments
(in thousands, except for units)
December 31, 2013
| Company (4, 5) | Industry | Investment
Interest Rate / Maturity | Principal
Amount | Cost | Fair
Value | %
of Assets | ||||||||||||||
| Non-control/Non-affiliated investments - 36.9% | ||||||||||||||||||||
| AAE Acquisition, LLC | Industrial Equipment Rental | Senior Secured Term Debt (12% Cash, Due 5/6/15) | $ | 19,000 | $ | 18,992 | $ | 19,000 | 7.1 | % | ||||||||||
| AAE Acquisition, LLC | Industrial Equipment Rental | Membership Units (21% fully diluted) | - | 25 | 3,500 | 1.3 | % | |||||||||||||
| 19,017 | 22,500 | 8.4 | % | |||||||||||||||||
| American Exteriors, LLC | Replacement Window Manufacturer | Senior Secured Debt (14.0% Cash, Due 6/30/14) | 4,565 | 3,365 | 4,565 | 1.7 | % | |||||||||||||
| American Exteriors, LLC (1) | Replacement Window Manufacturer | Jr. Convertible Note (10.0% Cash, Due 6/30/15) | 500 | 416 | 612 | 0.2 | % | |||||||||||||
| American Exteriors, LLC (8) | Replacement Window Manufacturer | Common Stock Warrants (15% fully diluted) | - | - | 1,106 | 0.4 | % | |||||||||||||
| 3,781 | 6,283 | 2.3 | % | |||||||||||||||||
| Boot Barn Holding Corporation | Western Wear Retail | Common Stock (2,400 shares) | - | 2,400 | 4,774 | 1.8 | % | |||||||||||||
| 2,400 | 4,774 | 1.8 | % | |||||||||||||||||
| Caregiver Services, Inc. | In-Home Healthcare Services | Common Stock (293,186 shares) | - | 258 | 231 | 0.1 | % | |||||||||||||
| Caregiver Services, Inc. (8) | In-Home Healthcare Services | Common Stock Warrants (655,908 units) | - | 264 | 517 | 0.2 | % | |||||||||||||
| 522 | 748 | 0.3 | % | |||||||||||||||||
| Crowley Holdings, Inc. (6) | Transportation | Series A Income Preferred Shares (6,000 shares, 10% cash, 2% PIK dividend) | - | 6,000 | 6,000 | 2.2 | % | |||||||||||||
| 6,000 | 6,000 | 2.2 | % | |||||||||||||||||
| Immersive Media Tactical Solutions, LLC | Specialty Defense Contractor | Senior Secured Term Debt (13% Cash, Due 10/6/16) | 2,000 | 2,000 | 2,000 | 0.7 | % | |||||||||||||
| Immersive Media Tactical Solutions, LLC | Specialty Defense Contractor | Common Unit Warrants (12% fully diluted) | - | - | 800 | 0.3 | % | |||||||||||||
| 2,000 | 2,800 | 1.0 | % | |||||||||||||||||
| Medical Depot, Inc. | Medical Device Distributor | Subordinated Debt (14% Cash, Due 10/11/16) | 4,667 | 4,667 | 4,667 | 1.7 | % | |||||||||||||
| Medical Depot, Inc. | Medical Device Distributor | Series C Convertible Preferred Stock (740 shares) | - | 1,333 | 2,129 | 0.8 | % | |||||||||||||
| ` | ||||||||||||||||||||
| 6,000 | 6,796 | 2.5 | % | |||||||||||||||||
| Naples Lumber & Supply Co (1) | Building Supplies | Subordinated Debt (6% cash, Due 2/15/14) | 2,109 | 1,309 | 2,109 | 0.8 | % | |||||||||||||
| Naples Lumber & Supply Co | Building Supplies | Common Stock Warrants (10% fully diluted) | - | - | 400 | 0.1 | % | |||||||||||||
| 1,309 | 2,509 | 0.9 | % | |||||||||||||||||
| Pickaway Plains Ambulance Services, Inc. (1, 2) | Medical Transportation Services | Senior Secured Term Debt (13% Cash, Due 12/31/15) | 1,548 | - | - | 0.0 | % | |||||||||||||
| Pickaway Plains Ambulance Services, Inc. | Medical Transportation Services | Common Stock Warrants (5% fully diluted) | - | - | - | 0.0 | % | |||||||||||||
| - | - | 0.0 | % | |||||||||||||||||
| Precision Manufacturing, LLC (2) | Industrial Boiler Manufacturer | Subordinated Debt (13% Cash, Due 2/10/17) | 2,500 | 2,500 | 1,536 | 0.6 | % | |||||||||||||
| Precision Manufacturing, LLC | Industrial Boiler Manufacturer | Membership Unit Warrants (70,000 units) | - | - | - | 0.0 | % | |||||||||||||
| 2,500 | 1,536 | 0.6 | % | |||||||||||||||||
| Sierra Hamilton, LLC | Oil & Gas Engineering and Consulting Services | Senior Debt (12.25% Cash, 12/15/18) | 15,000 | 15,000 | 15,000 | 5.6 | % | |||||||||||||
| 15,000 | 15,000 | 5.6 | % | |||||||||||||||||
| Southern Pump & Tank Company, LLC (1) | Petroleum Equipment Supplier | Senior Secured Term Debt (13% Cash, 6% PIK, Due 6/15/14) | 3,633 | 3,213 | 3,624 | 1.3 | % | |||||||||||||
| Southern Pump & Tank Company, LLC | Petroleum Equipment Supplier | Common Stock Warrants (10% fully diluted) | - | - | - | 0.0 | % | |||||||||||||
| 3,213 | 3,624 | 1.3 | % | |||||||||||||||||
| Stoddard Hill Media Holdings, LLC | IT Hosting Services | Class D Preferred Units (132,159 shares) | - | 300 | 453 | 0.2 | % | |||||||||||||
| 300 | 453 | 0.2 | % | |||||||||||||||||
| Tenere, Inc. | Industrial Manufacturing | Senior Secured Term Debt (11% Cash, 2% PIK, Due 12/17/17) | 3,440 | 3,440 | 3,440 | 1.3 | % | |||||||||||||
| 3,440 | 3,440 | 1.3 | % | |||||||||||||||||
| Worklife America, Inc. | Professional Employer Organization | Senior Secured Debt (12% Cash, Due 12/28/16) | 18,656 | 18,656 | 18,656 | 7.0 | % | |||||||||||||
| Worklife America, Inc. | Professional Employer Organization | Common Unit Warrants (3.84% ownership) | - | - | 3,441 | 1.3 | % | |||||||||||||
| Worklife America, Inc. | Professional Employer Organization | Preferred Unit Warrants (3.84% ownership) | - | - | 580 | 0.2 | % | |||||||||||||
| 18,656 | 22,677 | 8.5 | % | |||||||||||||||||
| Sub Total Non-control/Non-affiliated investments | $ | 84,138 | $ | 99,140 | 36.9 | % | ||||||||||||||
| Affiliate investments - 70.4% | ||||||||||||||||||||
| Chef'N Corporation | Culinary Products | Subordinated Debt (15%, 3% PIK at company's option, Due 5/16/18) | $ | 6,300 | $ | 6,300 | $ | 6,300 | 2.3 | % | ||||||||||
| Chef'N Corporation | Culinary Products | Series A Preferred Stock (1,000,000 shares) | - | 1,000 | 4,002 | 1.5 | % | |||||||||||||
| 7,300 | 10,302 | 3.8 | % | |||||||||||||||||
| City Gear, LLC | Footwear Retail | Subordinated Debt (13% Cash, Due 9/28/16) | 8,231 | 8,231 | 8,231 | 3.1 | % | |||||||||||||
| City Gear, LLC (6) | Footwear Retail | Preferred Membership Units (2.78% fully diluted, 9% dividend) | - | 1,269 | 1,269 | 0.5 | % | |||||||||||||
| City Gear, LLC | Footwear Retail | Membership Unit Warrants (11.37% fully diluted) | - | - | 5,307 | 2.0 | % | |||||||||||||
| 9,500 | 14,807 | 5.6 | % | |||||||||||||||||
| Corporate Visions, Inc. | Sales & Marketing Services | Subordinated Debt (14% Cash, 2% PIK, Due 3/22/18) | 11,174 | 11,174 | 11,174 | 4.2 | % | |||||||||||||
| Corporate Visions, Inc. | Sales & Marketing Services | Common Stock (2,216,463 shares) | - | 2,576 | 9,797 | 3.6 | % | |||||||||||||
| Corporate Visions, Inc. | Sales & Marketing Services | Common Stock Warrant (403,257 shares) | - | - | 1,782 | 0.7 | % | |||||||||||||
| 13,750 | 22,753 | 8.5 | % | |||||||||||||||||
| GA Communications, Inc. | Advertising & Marketing Services | Series A-1 Preferred Stock (1,998 shares) | - | 1,998 | 2,370 | 0.9 | % | |||||||||||||
| GA Communications, Inc. | Advertising & Marketing Services | Series B-1 Common Stock (200,000 shares) | - | 2 | 2,541 | 0.9 | % | |||||||||||||
| 2,000 | 4,911 | 1.8 | % | |||||||||||||||||
| Impresa Aerospace Holdings, LLC (3) | Aerospace Parts Manufacturer | Subordinated Debt (4.1% Cash, Due 4/28/16) | 13,274 | 12,258 | 10,064 | 3.7 | % | |||||||||||||
| Impresa Aerospace Holdings, LLC | Aerospace Parts Manufacturer | Class A Membership Units (1,006,621 units) | - | 900 | - | 0.0 | % | |||||||||||||
| Impresa Aerospace Holdings, LLC | Aerospace Parts Manufacturer | Class C Membership Units (362,416 units) | - | 362 | - | 0.0 | % | |||||||||||||
| Impresa Aerospace Holdings, LLC | Aerospace Parts Manufacturer | Class F Membership Units (604,504 units) | - | 604 | - | 0.0 | % | |||||||||||||
| 14,124 | 10,064 | 3.7 | % |
| F-7 |
| Company (4, 5) | Industry | Investment Interest Rate / Maturity | Principal Amount | Cost | Fair Value | % of Net Assets | ||||||||||||||
| J&J Produce Holdings, Inc. | Produce Distribution | Subordinated Debt (13% Cash, Due 7/16/18) | 5,182 | 5,182 | 5,182 | 2.0 | % | |||||||||||||
| J&J Produce Holdings, Inc. | Produce Distribution | Common Stock (8,182 units) | - | 818 | 934 | 0.3 | % | |||||||||||||
| J&J Produce Holdings, Inc. | Produce Distribution | Common Stock Warrants (4,506 shares) | - | - | 515 | 0.2 | % | |||||||||||||
| 6,000 | 6,631 | 2.5 | % | |||||||||||||||||
| LJS Partners, LLC | QSR Franchisor | Common Stock (1,500,000 shares) | - | 1,500 | 14,622 | 5.4 | % | |||||||||||||
| 1,500 | 14,622 | 5.4 | % | |||||||||||||||||
| MJC Holdings, LLC | Specialty Clothing | Subordinated Debt (14%, 2% PIK at company's option, Due 1/16/18) | 7,500 | 7,500 | 7,500 | 2.8 | % | |||||||||||||
| MJC Holdings, LLC | Specialty Clothing | Series A Preferred Units (2,000,000 units) | - | 2,000 | 5,224 | 1.9 | % | |||||||||||||
| 9,500 | 12,724 | 4.7 | % | |||||||||||||||||
| MMI Holdings, LLC | Medical Device Distributor | Senior Secured Debt (12% Cash, Due 10/17/14) | 2,600 | 2,600 | 2,600 | 1.1 | % | |||||||||||||
| MMI Holdings, LLC | Medical Device Distributor | Subordinated Debt (6% Cash, Due 8/15/15) | 400 | 388 | 400 | 0.1 | % | |||||||||||||
| MMI Holdings, LLC | Medical Device Distributor | Preferred Units (1,000 units) | - | 1,052 | 1,200 | 0.4 | % | |||||||||||||
| MMI Holdings, LLC | Medical Device Distributor | Common Units (45 units) | - | - | 125 | 0.0 | % | |||||||||||||
| 4,040 | 4,325 | 1.6 | % | |||||||||||||||||
| MTI Holdings, LLC | Retail Display & Security Services | Subordinated Debt (12% Cash, Due 11/1/18) | 8,000 | 8,000 | 8,000 | 3.0 | % | |||||||||||||
| MTI Holdings, LLC | Retail Display & Security Services | Capital Units (2,000,000 units) | - | 2,000 | 2,823 | 1.1 | % | |||||||||||||
| 10,000 | 10,823 | 4.1 | % | |||||||||||||||||
| Source Capital ABUTEC, LLC | Environmental Services Products | Senior Secured Debt (12% Cash, 3% PIK, Due 12/28/17) | 5,125 | 5,125 | 5,125 | 1.9 | % | |||||||||||||
| Source Capital ABUTEC, LLC | Environmental Services Products | Preferred Membership Units (15.5% fully diluted) | - | 1,240 | 60 | 0.0 | % | |||||||||||||
| 6,365 | 5,185 | 1.9 | % | |||||||||||||||||
| Source Capital Penray, LLC | Automotive Chemicals & Lubricants | Subordinated Debt (13% Cash, Due 2/17/17) | 2,500 | 2,500 | 2,500 | 0.9 | % | |||||||||||||
| Source Capital Penray, LLC | Automotive Chemicals & Lubricants | Membership Units (11.3% fully diluted) | - | 750 | 810 | 0.3 | % | |||||||||||||
| Source Capital Penray, LLC | Automotive Chemicals & Lubricants | Common Stock Warrants (6.65% fully diluted) | - | - | 576 | 0.2 | % | |||||||||||||
| 3,250 | 3,886 | 1.4 | % | |||||||||||||||||
| Source Capital SSCR, LLC | Personal Product Manufacturer | Senior Secured Term Debt (14% Cash, Due 7/6/17) | 15,000 | 15,000 | 12,115 | 4.5 | % | |||||||||||||
| Source Capital SSCR, LLC | Personal Product Manufacturer | Senior Secured Term Debt (14% Cash, 5% PIK, Due 3/28/14) | 2,079 | 2,079 | 1,958 | 0.7 | % | |||||||||||||
| Source Capital SSCR, LLC | Personal Product Manufacturer | Preferred Membership Units (14,718 units) | - | 1,720 | - | 0.0 | % | |||||||||||||
| Source Capital SSCR, LLC | Personal Product Manufacturer | Membership Unit Warrants (0.987% fully diluted) | - | - | - | 0.0 | % | |||||||||||||
| 18,799 | 14,073 | 5.2 | % | |||||||||||||||||
| Source Recycling, LLC (2) | Metal Recycler | Subordinated Debt (13% Cash, Due 9/2/16) | 5,000 | 5,000 | 3,950 | 1.5 | % | |||||||||||||
| Source Recycling, LLC | Metal Recycler | Membership Units (68,658 units) | - | 1,590 | - | 0.0 | % | |||||||||||||
| Source Recycling, LLC | Metal Recycler | Membership Unit Warrants (1% fully diluted) | - | - | - | 0.0 | % | |||||||||||||
| 6,590 | 3,950 | 1.5 | % |
| Sparus Holdings | Energy Services | Subordinated Debt (12% Cash, Due 3/21/16) | 7,000 | 7,000 | 7,000 | 2.6 | % | |||||||||||||
| Sparus Holdings | Energy Services | Series B Preferred Stock (5,703 shares) | - | 1,173 | 1,479 | 0.6 | % | |||||||||||||
| Sparus Holdings | Energy Services | Common Stock Warrants (3,491 shares) | - | - | 304 | 0.1 | % | |||||||||||||
| 8,173 | 8,783 | 3.3 | % | |||||||||||||||||
| STX Healthcare Management Services, Inc. (1) | Dental Practice Management | Subordinated Debt (14% Cash, Due 7/31/15) | 7,425 | 7,425 | 7,425 | 2.8 | % | |||||||||||||
| STX Healthcare Management Services, Inc. | Dental Practice Management | Common Stock (1,200,000 shares) | - | 1,200 | 942 | 0.4 | % | |||||||||||||
| STX Healthcare Management Services, Inc. | Dental Practice Management | Common Stock Warrants (1,154,254 shares) | - | 218 | 906 | 0.3 | % | |||||||||||||
| 8,843 | 9,273 | 3.5 | % | |||||||||||||||||
| Take 5 Oil Change, LLC | Quick Lube Services | Common Stock (10,692 shares) | - | 1,069 | 1,604 | 0.6 | % | |||||||||||||
| 1,069 | 1,604 | 0.6 | % | |||||||||||||||||
| TCE Holdings, Inc. | Oil & Gas Services | Subordinated Debt (12% Cash, 2% PIK, Due 11/22/18) | 12,088 | 12,088 | 12,088 | 4.5 | % | |||||||||||||
| TCE Holdings, Inc. | Oil & Gas Services | Subordinated Debt (12% Cash, 2% PIK, Due 2/1/19) | 9,633 | 9,633 | 9,633 | 3.6 | % | |||||||||||||
| TCE Holdings, Inc. | Oil & Gas Services | Class A Common Stock (3,600 shares) | - | 3,600 | 3,600 | 1.3 | % | |||||||||||||
| 25,321 | 25,321 | 9.4 | % | |||||||||||||||||
| V12 Holdings | Data Processing & Digital Marketing | Bridge Note (0% Cash, Due 12/31/14) | 663 | 361 | 663 | 0.3 | % | |||||||||||||
| V12 Holdings | Data Processing & Digital Marketing | Tier 2 Note (0% Cash, Due 12/31/14) | 81 | 44 | 81 | 0.0 | % | |||||||||||||
| V12 Holdings | Data Processing & Digital Marketing | Senior Subordinated Note (0% Cash, Due 12/31/14) | 3,563 | 2,369 | 3,598 | 1.3 | % | |||||||||||||
| V12 Holdings | Data Processing & Digital Marketing | Tier 3 Note (0% Cash, Due 12/31/14) | 299 | 206 | 314 | 0.1 | % | |||||||||||||
| V12 Holdings | Data Processing & Digital Marketing | Jr. Subordinated Note (0% Cash, Due 12/31/14) | 2,750 | - | 405 | 0.2 | % | |||||||||||||
| V12 Holdings | Data Processing & Digital Marketing | Tier 4 Note (0% Cash, Due 12/31/14) | 243 | - | - | 0.0 | % | |||||||||||||
| V12 Holdings | Data Processing & Digital Marketing | Series A-1 Preferred Stock (255,102 shares) | - | - | - | 0.0 | % | |||||||||||||
| V12 Holdings | Data Processing & Digital Marketing | Series A-3 Preferred Stock (88,194 shares) | - | - | - | 0.0 | % | |||||||||||||
| V12 Holdings | Data Processing & Digital Marketing | Series A-5 Preferred Stock (20,530 shares) | - | - | - | 0.0 | % | |||||||||||||
| V12 Holdings | Data Processing & Digital Marketing | Common Stock Warrants (2,063,629 warrants) | - | - | - | 0.0 | % | |||||||||||||
| 2,980 | 5,061 | 1.9 | % | |||||||||||||||||
| Sub Total Affiliate investments | $ | 159,104 | $ | 189,098 | 70.4 | % | ||||||||||||||
| Control investments - 28.4% | ||||||||||||||||||||
| CableOrganizer Acquisition, LLC | Computer Supply Retail | Senior Secured Debt (12% Cash, 4% PIK, Due 5/24/18) | $ | 6,585 | $ | 6,585 | $ | 6,585 | 2.5 | % | ||||||||||
| CableOrganizer Acquisition, LLC | Computer Supply Retail | Common Stock (1,125,000 shares) | - | 1,125 | 88 | 0.0 | % | |||||||||||||
| 7,710 | 6,673 | 2.5 | % |
| KBP Investments, LLC (6) (7) | QSR Franchisee | Class A Preferred Stock (8,270 shares, 10% Dividend) | - | 8,269 | 8,269 | 3.1 | % | |||||||||||||
| KBP Investments, LLC | QSR Franchisee | Class A Common Stock (380,413 shares) | - | - | 16,518 | 6.1 | % | |||||||||||||
| 8,269 | 24,787 | 9.2 | % | |||||||||||||||||
| Market E’s, LLC | Online Travel Sales & Marketing | Senior Secured Debt (10% Cash, Due 12/31/14) | 650 | 650 | 650 | 0.2 | % | |||||||||||||
| Market E’s, LLC (2) | Online Travel Sales & Marketing | Senior Subordinated Debt (14% Cash, 3% PIK, Due 12/31/14) | 3,014 | 2,832 | 988 | 0.4 | % | |||||||||||||
| Market E’s, LLC | Online Travel Sales & Marketing | Class A Preferred Stock (600 shares) | - | 240 | - | 0.0 | % | |||||||||||||
| Market E’s, LLC | Online Travel Sales & Marketing | Class B Preferred Stock (2,411 shares) | - | 965 | - | 0.0 | % | |||||||||||||
| Market E’s, LLC | Online Travel Sales & Marketing | Class A Common Stock (600 shares) | - | - | - | 0.0 | % | |||||||||||||
| 4,687 | 1,638 | 0.6 | % | |||||||||||||||||
| Micro Precision, LLC | Conglomerate | Subordinated Debt (10% Cash, Due 9/16/16) | 1,862 | 1,862 | 1,862 | 0.7 | % | |||||||||||||
| Micro Precision, LLC | Conglomerate | Subordinated Debt (14% Cash, 4% PIK, Due 9/16/16) | 3,557 | 3,557 | 3,557 | 1.3 | % | |||||||||||||
| Micro Precision, LLC | Conglomerate | Common Stock (47 units) | - | 1,629 | 2,210 | 0.8 | % | |||||||||||||
| 7,048 | 7,629 | 2.8 | % | |||||||||||||||||
| Navis Holdings, Inc. | Textile Equipment Manufacturer | Senior Secured Term (17%, 3% PIK at company's option, Due 2/1/16) | 6,753 | 6,753 | 6,753 | 2.5 | % | |||||||||||||
| Navis Holdings, Inc. | Textile Equipment Manufacturer | Class A Preferred Stock (1,000 shares) | - | 1,000 | 1,200 | 0.5 | % | |||||||||||||
| Navis Holdings, Inc. | Textile Equipment Manufacturer | Common Stock (300,000 shares) | - | 1 | 1,079 | 0.4 | % | |||||||||||||
| 7,754 | 9,032 | 3.4 | % | |||||||||||||||||
| On-Site Fuel Services, Inc. | Fuel Transportation Services | Subordinated Debt (14% Cash, 4% PIK, Due 12/19/16) | 4,848 | 4,848 | 4,848 | 1.8 | % | |||||||||||||
| On-Site Fuel Services, Inc. | Fuel Transportation Services | Series A Preferred Stock (32,782 shares) | - | 3,278 | 2,719 | 1.0 | % | |||||||||||||
| On-Site Fuel Services, Inc. (6) | Fuel Transportation Services | Series B Preferred Stock (23,648 shares) | - | 2,451 | 2,707 | 1.0 | % | |||||||||||||
| On-Site Fuel Services, Inc. | Fuel Transportation Services | Common Stock (33,107 shares) | - | 33 | - | 0.0 | % | |||||||||||||
| 10,610 | 10,274 | 3.8 | % | |||||||||||||||||
| Print Direction, Inc. (1) | Printing Services | Subordinated Debt (12% Cash, 6% PIK, Due 7/25/2018) | 4,424 | 4,389 | 4,424 | 1.6 | % | |||||||||||||
| Print Direction, Inc. (1) | Printing Services | Subordinated Debt (14% Cash, Due 7/31/18) | 4,600 | 4,600 | 4,600 | 1.7 | % | |||||||||||||
| Print Direction, Inc. | Printing Services | Common Stock (19,363 shares) | - | 2,990 | 7,110 | 2.7 | % | |||||||||||||
| Print Direction, Inc. | Printing Services | Common Stock Warrants (3% fully diluted) | - | - | 314 | 0.1 | % | |||||||||||||
| 11,979 | 16,448 | 6.1 | % | |||||||||||||||||
| Sub Total Control investments | $ | 58,057 | $ | 76,481 | 28.4 | % | ||||||||||||||
| TOTAL INVESTMENTS - 135.7% | $ | 301,299 | $ | 364,719 | 135.7 | % |
(1) The maturity date of the original investment has been extended.
(2) Due to deterioration in credit quality, this investment is on non- accrual status.
(3) The debt investment is accruing interest based on the terms of the forebearance agreement.
(4) All debt investments are income producing. Equity and warrant investments are non-income producing, unless otherwise noted.
(5) Percentages are based on net assets of $268,670 as of December 31, 2013.
(6) The equity investment is income producing, based on cash rate disclosed.
(7) During the fourth quarter of 2013, the Company accepted a consent fee that waives its right to dividends through September 30, 2014.
(8) The equity investment has an exercisable put option.
See accompanying notes to consolidated financial statements.
| F-8 |
Capitala Finance Corp.
Combined Schedule of Investments
(in thousands, except for units)
December 31, 2012
| Company (3, 4) | Industry | Investment Interest Rate / Maturity | Principal Amount | Cost | Fair Value | %
of Net Assets | ||||||||||||||
| Non-control/Non-affiliated investments - 55.3% | ||||||||||||||||||||
| AAE Acquisition, LLC | Industrial Equipment Rental | Senior Secured Term Debt (13% Cash, Due 5/6/15) | $ | 14,500 | $ | 14,488 | $ | 14,500 | 10.2 | % | ||||||||||
| AAE Acquisition, LLC | Industrial Equipment Rental | Membership Units (21% fully diluted) | — | 25 | 3,501 | 2.4 | % | |||||||||||||
| 14,513 | 18,001 | 12.6 | % | |||||||||||||||||
| American Exteriors, LLC (1, 2) | Replacement Window Manufacturer | Senior Secured Debt (14.0% Cash, Due 6/30/14) | 4,565 | 3,365 | 5,137 | 3.6 | % | |||||||||||||
| American Exteriors, LLC | Replacement Window Manufacturer | Jr. Convertible Note (10.0% Cash, Due 6/30/15) | 125 | — | 125 | 0.1 | % | |||||||||||||
| American Exteriors, LLC | Replacement Window Manufacturer | Common Stock Warrants (15% fully diluted) | — | — | 323 | 0.2 | % | |||||||||||||
| 3,365 | 5,585 | 3.9 | % | |||||||||||||||||
| Boot Barn Holding Corporation | Western Wear Retail | Subordinated Debt (12.5% Cash, Due 12/12/16) | 15,000 | 15,000 | 15,000 | 10.5 | % | |||||||||||||
| Boot Barn Holding Corporation | Western Wear Retail | Common Stock (2,400 shares) | — | 2,400 | 4,928 | 3.5 | % | |||||||||||||
| 17,400 | 19,928 | 14.0 | % | |||||||||||||||||
| Caregiver Services, Inc. | In-Home Healthcare Services | Common Stock (146,593 shares) | — | 140 | 116 | 0.1 | % | |||||||||||||
| Caregiver Services, Inc. | In-Home Healthcare Services | Common Stock Warrants (1.49% fully diluted) | — | — | 259 | 0.2 | % | |||||||||||||
| 140 | 375 | 0.3 | % | |||||||||||||||||
| Highwinds Capital, Inc. | Usenet Hosting Services | Common Stock (33,176 shares) | — | — | 4,739 | 3.3 | % | |||||||||||||
| Highwinds Capital, Inc. | Usenet Hosting Services | Common Stock Warrants (1,087 shares) | — | — | 1,475 | 1.0 | % | |||||||||||||
| — | 6,214 | 4.3 | % | |||||||||||||||||
| Immersive Media Tactical Solutions, LLC | Specialty Defense Contractor | Senior Secured Term Debt (13% Cash, Due 10/6/16) | 1,300 | 1,300 | 467 | 0.3 | % | |||||||||||||
| Immersive Media Tactical Solutions, LLC | Specialty Defense Contractor | Common Unit Warrants (12% fully diluted) | — | — | — | 0.0 | % | |||||||||||||
| 1,300 | 467 | 0.3 | % | |||||||||||||||||
| Medical Depot, Inc. | Medical Device Distributor | Subordinated Debt (14% Cash, Due 10/11/16) | 4,667 | 4,667 | 4,667 | 3.3 | % | |||||||||||||
| Medical Depot, Inc. | Medical Device Distributor | Series C Convertible Preferred Stock (740 shares) | — | 1,333 | 1,619 | 1.1 | % | |||||||||||||
| 6,000 | 6,286 | 4.4 | % | |||||||||||||||||
| Naples Lumber & Supply Co | Building Supplies | Subordinated Debt (6% Cash, Due 2/15/14) | 984 | 394 | 972 | 0.7 | % | |||||||||||||
| Naples Lumber & Supply Co | Building Supplies | Common Stock Warrants (5% fully diluted) | — | — | — | 0.0 | % | |||||||||||||
| 394 | 972 | 0.7 | % | |||||||||||||||||
| Precision Manufacturing, LLC | Industrial Boiler Manufacturer | Senior Secured Term Debt (13% Cash, Due 2/10/17) | 2,500 | 2,500 | 2,447 | 1.7 | % | |||||||||||||
| Precision Manufacturing, LLC | Industrial Boiler Manufacturer | Membership Unit Warrants (6.65% fully diluted) | — | — | 213 | 0.2 | % | |||||||||||||
| 2,500 | 2,660 | 1.9 | % | |||||||||||||||||
| Southern Pump & Tank Company, LLC (1) | Petroleum Equipment Supplier | Senior Secured Term Debt (13% Cash, 6% PIK, Due 6/15/14) | 1,679 | 1,679 | 1,679 | 1.2 | % | |||||||||||||
| Southern Pump & Tank Company, LLC (1) | Petroleum Equipment Supplier | Senior Secured Term Debt (4% Cash, 6% PIK, Due 6/15/14) | 877 | 644 | 877 | 0.6 | % | |||||||||||||
| Southern Pump & Tank Company, LLC (1) | Petroleum Equipment Supplier | Senior Secured Term Debt (13% Cash, 6% PIK, Due 6/15/14) | 124 | 124 | 124 | 0.1 | % | |||||||||||||
| Southern Pump & Tank Company, LLC | Petroleum Equipment Supplier | Common Stock Warrants (8% fully diluted) | — | — | — | 0.0 | % | |||||||||||||
| 2,447 | 2,680 | 1.9 | % | |||||||||||||||||
| Stoddard Hill Media Holdings, LLC | IT Hosting Services | Class D Preferred Units (132,159 shares) | — | 300 | 372 | 0.3 | % | |||||||||||||
| 300 | 372 | 0.3 | % | |||||||||||||||||
| Worklife America, Inc. | Professional Employer Organization | Senior Secured Debt (12% Cash, Due 12/28/16) | 13,250 | 13,250 | 13,250 | 9.3 | % | |||||||||||||
| Worklife America, Inc. | Professional Employer Organization | Common Unit Warrants (3% fully diluted) | — | — | 1,909 | 1.4 | % | |||||||||||||
| Worklife America, Inc. | Professional Employer Organization | Preferred Unit Warrants (3% fully diluted) | — | — | 70 | 0.0 | % | |||||||||||||
| 13,250 | 15,229 | 10.7 | % | |||||||||||||||||
| Sub Total Non-control/Non-affiliated investments | $ | 61,609 | $ | 78,769 | 55.3 | % | ||||||||||||||
| Affiliate investments - 96.1% | ||||||||||||||||||||
| Chef'N Corporation | Culinary Products | Subordinated Debt (15% Cash, 3% optional PIK, Due 5/16/18) | $ | 6,300 | $ | 6,300 | $ | 6,300 | 4.4 | % | ||||||||||
| Chef'N Corporation | Culinary Products | Series A Preferred Stock (1,000,000 shares) | — | 1,000 | 2,469 | 1.7 | % | |||||||||||||
| 7,300 | 8,769 | 6.1 | % | |||||||||||||||||
| City Gear, LLC | Footwear Retail | Subordinated Debt (13% Cash, Due 9/28/16) | 4,231 | 4,231 | 4,231 | 3.0 | % | |||||||||||||
| City Gear, LLC (5) | Footwear Retail | Preferred Membership Units (scheduled 9% dividend) | — | 1,269 | 1,825 | 1.3 | % | |||||||||||||
| City Gear, LLC | Footwear Retail | Membership Unit Warrants (9.817% fully diluted) | — | — | 1,074 | 0.7 | % | |||||||||||||
| 5,500 | 7,131 | 5.0 | % | |||||||||||||||||
| Corporate Visions, Inc. | Sales & Marketing Services | Common Stock (2,000,000 shares) | — | 2,000 | 5,928 | 4.2 | % | |||||||||||||
| Corporate Visions, Inc. | Sales & Marketing Services | Common Stock Warrants (302,534 shares) | — | — | 1,079 | 0.7 | % | |||||||||||||
| 2,000 | 7,008 | 4.9 | % | |||||||||||||||||
| Fresh Food Concepts, Inc. | Salsa Manufacturer | Subordinated Debt (13% Cash, 4% PIK, Due 11/30/15) | 3,240 | 3,240 | — | 0.0 | % | |||||||||||||
| Fresh Food Concepts, Inc. | Salsa Manufacturer | Class A Common Units (1,500 units) | — | 1,500 | — | 0.0 | % | |||||||||||||
| Fresh Food Concepts, Inc. | Salsa Manufacturer | Class C Common Unit Warrants (165 units) | — | 43 | — | 0.0 | % | |||||||||||||
| 4,783 | — | 0.0 | % | |||||||||||||||||
| GA Communications, Inc. | Advertising & Marketing Services | Subordinated Debt (12.5% Cash, Due 4/14/17) | 13,000 | 13,000 | 13,000 | 9.2 | % | |||||||||||||
| GA Communications, Inc. | Advertising & Marketing Services | Series A-1 Preferred Stock (1,998 shares) | — | 1,998 | 2,194 | 1.5 | % | |||||||||||||
| GA Communications, Inc. | Advertising & Marketing Services | Series B-1 Common Stock (200,000 shares) | — | 2 | 3,260 | 2.3 | % | |||||||||||||
| 15,000 | 18,454 | 13.0 | % | |||||||||||||||||
| Impresa Aerospace Holdings, LLC (3) | Aerospace Parts Manufacturer | Subordinated Debt (12% Cash, 3% PIK, Due 4/28/16) | 8,699 | 8,699 | 5,219 | 3.7 | % | |||||||||||||
| Impresa Aerospace Holdings, LLC | Aerospace Parts Manufacturer | Class A Membership Units (900,000 units) | — | 900 | — | 0.0 | % | |||||||||||||
| Impresa Aerospace Holdings, LLC | Aerospace Parts Manufacturer | Class C Membership Units (317,114 shares) | — | 317 | — | 0.0 | % | |||||||||||||
| 9,916 | 5,219 | 3.7 | % | |||||||||||||||||
| J&J Produce Holdings, Inc. | Produce Distribution | Subordinated Debt (13% Cash, Due 7/16/18) | 5,182 | 5,182 | 5,182 | 3.6 | % | |||||||||||||
| J&J Produce Holdings, Inc. | Produce Distribution | Common Stock (8,182 shares) | — | 818 | 1,005 | 0.7 | % | |||||||||||||
| J&J Produce Holdings, Inc. | Produce Distribution | Common Stock Warrants (4,318 shares) | — | — | 535 | 0.4 | % | |||||||||||||
| 6,000 | 6,722 | 4.7 | % | |||||||||||||||||
| LJS Partners, LLC | QSR Franchisor | Common Stock (1,500,000 units) | — | 1,500 | 15,112 | 10.6 | % | |||||||||||||
| 1,500 | 15,112 | 10.6 | % | |||||||||||||||||
| MJC Holdings, LLC | Specialty Clothing | Subordinated Debt (12% Cash, 2% PIK, Due 1/16/18) | 7,571 | 7,571 | 7,571 | 5.4 | % |
| F-9 |
| Company (3, 4) | Industry | Investment Interest Rate / Maturity | Principal Amount | Cost | Fair Value | %
of Net Assets | ||||||||||||||
| MJC Holdings, LLC | Specialty Clothing | Series A Preferred Units (2,000,000 units) | — | 2,000 | 2,762 | 1.9 | % | |||||||||||||
| 9,571 | 10,333 | 7.3 | % | |||||||||||||||||
| MMI Holdings, LLC | Medical Device Distributor | Subordinated Debt (6% Cash, Due 8/15/15) | 200 | 200 | 200 | 0.1 | % | |||||||||||||
| MMI Holdings, LLC | Medical Device Distributor | Senior Secured Debt (12% Cash, Due 10/17/14) | 2,600 | 2,600 | 2,600 | 1.9 | % | |||||||||||||
| MMI Holdings, LLC | Medical Device Distributor | Preferred Units (500 units) | — | 500 | 575 | 0.4 | % | |||||||||||||
| MMI Holdings, LLC | Medical Device Distributor | Common Units (45 shares) | — | — | 187 | 0.1 | % | |||||||||||||
| 3,300 | 3,562 | 2.5 | % | |||||||||||||||||
| Pickaway Plains Ambulance Services, Inc. (1, 2) | Medical Transportation Services | Senior Secured Term Debt (13.0% Cash, Due 12/31/15) | 1,248 | — | — | 0.0 | % | |||||||||||||
| Pickaway Plains Ambulance Services, Inc. | Medical Transportation Services | Common Stock Warrants (5% fully diluted) | — | — | — | 0.0 | % | |||||||||||||
| — | — | 0.0 | % | |||||||||||||||||
| Source Capital ABUTEC, LLC | Oil & Gas Services | Senior Secured Debt (10% Cash, Due 12/28/17) | 1,000 | 1,000 | 1,000 | 0.7 | % | |||||||||||||
| Source Capital ABUTEC, LLC | Oil & Gas Services | Subordinated Debt (12% Cash, 3% PIK, Due 12/28/17) | 4,000 | 4,000 | 4,000 | 2.8 | % | |||||||||||||
| Source Capital ABUTEC, LLC | Oil & Gas Services | Preferred Membership Units (15.5% ownership) | — | 1,240 | 1,240 | 0.9 | % | |||||||||||||
| 6,240 | 6,240 | 4.4 | % | |||||||||||||||||
| Source Capital Penray, LLC | Automotive Chemicals & Lubricants | Subordinated Debt (13% Cash, Due 2/17/17) | 2,500 | 2,500 | 2,447 | 1.7 | % | |||||||||||||
| Source Capital Penray, LLC | Automotive Chemicals & Lubricants | Membership Units (136.12 units) | — | 750 | 539 | 0.4 | % | |||||||||||||
| Source Capital Penray, LLC | Automotive Chemicals & Lubricants | Common Stock Warrants (6.65% fully diluted) | — | — | 297 | 0.2 | % | |||||||||||||
| 3,250 | 3,283 | 2.3 | % | |||||||||||||||||
| Source Capital SSCR, LLC | Suntan Lotion Manufacturer | Senior Secured Term Debt (12% Cash, Due 7/6/17) | 12,000 | 12,000 | 12,000 | 8.5 | % | |||||||||||||
| Source Capital SSCR, LLC | Suntan Lotion Manufacturer | Preferred Membership Units (14.91% fully diluted) | — | 1,425 | 893 | 0.6 | % | |||||||||||||
| Source Capital SSCR, LLC | Suntan Lotion Manufacturer | Membership Unit Warrants (1.0% fully diluted) | — | — | — | 0.0 | % | |||||||||||||
| 13,425 | 12,893 | 9.1 | % | |||||||||||||||||
| Source Recycling, LLC | Metal Recycler | Subordinated Debt (13% Cash, Due 9/2/16) | 4,900 | 4,900 | 2,931 | 2.1 | % | |||||||||||||
| Source Recycling, LLC | Metal Recycler | Membership Units (68,658 shares) | — | 1,391 | — | 0.0 | % | |||||||||||||
| Source Recycling, LLC | Metal Recycler | Common Unit Warrants (1.0% fully diluted) | — | — | — | 0.0 | % | |||||||||||||
| 6,291 | 2,931 | 2.1 | % | |||||||||||||||||
| Sparus Holdings | Energy Services | Subordinated Debt (12% Cash, Due 3/18/14) | 7,000 | 7,000 | 7,000 | 4.9 | % | |||||||||||||
| Sparus Holdings | Energy Services | Series B Preferred Stock (2,852 shares) | — | 500 | 287 | 0.2 | % | |||||||||||||
| Sparus Holdings | Energy Services | Common Stock Warrants (3,491 shares) | — | — | — | 0.0 | % | |||||||||||||
| 7,500 | 7,287 | 5.1 | % | |||||||||||||||||
| STX Healthcare Management Services, Inc. | Dentistry Services | Subordinated Debt (14% Cash, Due 7/31/15) | 6,625 | 6,593 | 6,625 | 4.6 | % | |||||||||||||
| STX Healthcare Management Services, Inc. | Dentistry Services | Common Stock (1,200,000 shares) | — | 1,200 | 680 | 0.5 | % | |||||||||||||
| STX Healthcare Management Services, Inc. | Dentistry Services | Common Stock Warrants (845,784 shares) | — | 218 | 680 | 0.5 | % | |||||||||||||
| 8,011 | 7,984 | 5.6 | % | |||||||||||||||||
| Take 5 Oil Change, LLC | Quick Lube Services | Senior Secured Debt (10% Cash, Due 11/28/16) | 12,000 | 12,000 | 12,000 | 8.4 | % | |||||||||||||
| Take 5 Oil Change, LLC | Quick Lube Services | Common Stock (10,692 shares) | — | 1,069 | 1,248 | 0.9 | % | |||||||||||||
| 13,069 | 13,248 | 9.3 | % | |||||||||||||||||
| V12 Holdings | Data Processing & Digital Marketing | Bridge Note (0% Cash, Due 12/31/14) | 280 | — | 280 | 0.2 | % | |||||||||||||
| V12 Holdings | Data Processing & Digital Marketing | Tier 2 Note (0% Cash, Due 12/31/14) | 34 | — | 34 | 0.0 | % | |||||||||||||
| V12 Holdings | Data Processing & Digital Marketing | Senior Subordinated Note (0% Cash, Due 12/31/14) | 2,200 | — | — | 0.0 | % | |||||||||||||
| V12 Holdings | Data Processing & Digital Marketing | Tier 3 Note (0% Cash, Due 12/31/14) | 380 | — | 297 | 0.2 | % | |||||||||||||
| V12 Holdings | Data Processing & Digital Marketing | Jr. Subordinated Note (0% Cash, Due 12/31/14) | 33 | — | 26 | 0.0 | % | |||||||||||||
| V12 Holdings | Data Processing & Digital Marketing | Tier 4 Note (0% Cash, Due 12/31/14) | 194 | — | — | 0.0 | % | |||||||||||||
| V12 Holdings | Data Processing & Digital Marketing | Series A-1 Preferred Stock (11,025 shares) | — | — | — | 0.0 | % | |||||||||||||
| V12 Holdings | Data Processing & Digital Marketing | Series A-3 Preferred Stock (204,082 shares) | — | — | — | 0.0 | % | |||||||||||||
| V12 Holdings | Data Processing & Digital Marketing | Series A-5 Preferred Stock (8,409 shares) | — | — | — | 0.0 | % | |||||||||||||
| V12 Holdings | Data Processing & Digital Marketing | Common Stock Warrants (880,541 shares) | — | — | — | 0.0 | % | |||||||||||||
| — | 637 | 0.4 | % | |||||||||||||||||
| Sub Total Affiliate investments | $ | 122,655 | $ | 136,809 | 96.1 | % | ||||||||||||||
| Control investments - 47.9% | ||||||||||||||||||||
| Best In Class | Corporate Fulfillment | Subordinated Debt (12.5% Cash, Due 12/31/13) | $ | 728 | $ | 728 | $ | 728 | 0.5 | % | ||||||||||
| Best In Class | Corporate Fulfillment | Class A Preferred Units (89 units) | — | 272 | 381 | 0.3 | % | |||||||||||||
| Best In Class | Corporate Fulfillment | Class B Preferred Units (45 units) | — | — | 56 | 0.0 | % | |||||||||||||
| 1,000 | 1,165 | 0.8 | % | |||||||||||||||||
| KBP Investments, LLC (5) | QSR Franchisee | Class A Preferred Stock (10% scheduled dividend) | — | 8,269 | 8,269 | 5.8 | % | |||||||||||||
| KBP Investments, LLC | QSR Franchisee | Class A Common Stock (380,413 shares) | — | — | 21,680 | 15.2 | % | |||||||||||||
| 8,269 | 29,949 | 21.0 | % | |||||||||||||||||
| Market E’s, LLC. | Online Travel Sales & Marketing | Senior Secured Debt (10% Cash, 9% PIK, Due 12/31/13) | 1,178 | 1,178 | 1,178 | 0.8 | % | |||||||||||||
| Market E’s, LLC. | Online Travel Sales & Marketing | Class A Preferred Stock (240 shares) | — | 240 | — | 0.0 | % | |||||||||||||
| Market E’s, LLC. | Online Travel Sales & Marketing | Class B Preferred Stock (964 shares) | — | 965 | 243 | 0.2 | % | |||||||||||||
| Market E’s, LLC. | Online Travel Sales & Marketing | Class A Common Stock (240 shares) | — | — | — | 0.0 | % | |||||||||||||
| 2,383 | 1,421 | 1.0 | % | |||||||||||||||||
| Micro Precision, LLC | Conglomerate | Subordinated Debt (10% Cash, Due 9/16/16) | 1,862 | 1,862 | 1,862 | 1.3 | % | |||||||||||||
| Micro Precision, LLC | Conglomerate | Subordinated Debt (14% Cash, 4% PIK, Due 9/16/16) | 3,427 | 3,427 | 3,427 | 2.4 | % | |||||||||||||
| Micro Precision, LLC | Conglomerate | Series A Preferred Units (47 shares) | — | 1,629 | 3,276 | 2.3 | % | |||||||||||||
| 6,918 | 8,565 | 6.0 | % | |||||||||||||||||
| Navis Holdings, Inc. | Textile Equipment Manufacturer | Senior Secured Term (14% Cash, 3% PIK, Due 2/1/16) | 6,602 | 6,600 | 6,602 | 4.6 | % | |||||||||||||
| Navis Holdings, Inc. | Textile Equipment Manufacturer | Class A Preferred Stock (1,000 shares) | — | 1,000 | 1,101 | 0.8 | % | |||||||||||||
| Navis Holdings, Inc. | Textile Equipment Manufacturer | Common Stock (300,000 shares) | — | 1 | 731 | 0.5 | % | |||||||||||||
| 7,601 | 8,434 | 5.9 | % | |||||||||||||||||
| On-Site Fuel Services, Inc. | Fuel Transportation Services | Subordinated Debt (14% Cash, 4% PIK, Due 12/19/16) | 4,656 | 4,656 | 4,656 | 3.3 | % | |||||||||||||
| On-Site Fuel Services, Inc. | Fuel Transportation Services | Series A Preferred Stock (32,797 shares) | — | 3,302 | 2,309 | 1.6 | % | |||||||||||||
| On-Site Fuel Services, Inc. (5) | Fuel Transportation Services | Series B Preferred Stock (14% scheduled cash dividend, 4% PIK dividend) | — | 2,341 | 587 | 0.4 | % | |||||||||||||
| On-Site Fuel Services, Inc. | Fuel Transportation Services | Common Stock (33,107 shares) | — | 33 | 1,492 | 1.1 | % | |||||||||||||
| 10,332 | 9,044 | 6.4 | % |
| Print Direction, Inc. | Printing Services | Subordinated Debt (12% Cash, 6% PIK, Due 9/27/13) | 2,549 | 2,549 | 2,550 | 1.8 | % | |||||||||||||
| Print Direction, Inc. | Printing Services | Subordinated Debt (7.75% Cash, Due 9/27/13) | 454 | 454 | 454 | 0.3 | % | |||||||||||||
| Print Direction, Inc. | Printing Services | Subordinated Debt (12% Cash, 6% PIK, Due 9/27/13) | 763 | 763 | 763 | 0.5 | % | |||||||||||||
| Print Direction, Inc. | Printing Services | Common Stock (14,603 shares) | — | 1,575 | 4,418 | 3.1 | % | |||||||||||||
| 5,341 | 8,185 | 5.7 | % | |||||||||||||||||
| Vita Nonwovens | Textile Manufacturer | Subordinated Debt (14% Cash, 4% PIK, Due 8/31/17) | 1,115 | 1,115 | 1,115 | 0.8 | % | |||||||||||||
| Vita Nonwovens | Textile Manufacturer | Class A Preferred United (475,000 units) | — | 475 | 475 | 0.3 | % | |||||||||||||
| 1,590 | 1,590 | 1.1 | % | |||||||||||||||||
| Sub Total Control investments | $ | 43,434 | $ | 68,353 | 47.9 | % | ||||||||||||||
| TOTAL INVESTMENTS - 199.3% | $ | 227,698 | $ | 283,931 | 199.3 | % |
| (1) | The maturity date of the original investment has been extended |
| (2) | Due to deterioration in credit quality, this investment is on non-accrual status |
| (3) | All debt investments are income producing. Equity and warrant investments are non-income producing, unless otherwise noted. |
| (4) | Percentages are based on net assets of $142,433 as of December 31, 2012. |
| (5) | The equity investment is income producing. |
See accompanying notes to consolidated financial statements.
| F-10 |
CAPITALA FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013
Note 1. Organization
Capitala Finance Corp. (the “Company”, “we”, “us”, and “our”) is a newly formed, externally managed non-diversified closed-end management investment company incorporated in Maryland that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). We are an “emerging growth company” within the meaning of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and as such, are subject to reduced public company reporting requirements. We commenced operations on May 24, 2013 and completed our initial public offering (“IPO”) on September 30, 2013. The Company is managed by Capitala Investment Advisors, LLC (the “Investment Advisor”), an investment adviser that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and Capitala Advisors Corp. (the “Administrator”) provides the administrative services necessary for us to operate. In addition, for U.S. federal income tax purposes, the Company intends to elect to be treated as a regulated investment company (“RIC”) commencing with our tax year ending August 31, 2014, under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
The Company was formed for the purpose of (i) acquiring, through a series of transactions, an investment portfolio from the following entities: CapitalSouth Partners Fund I Limited Partnership (“Fund I”); CapitalSouth Partners Fund II Limited Partnership (“Fund II”); CapitalSouth Partners Fund III, L.P. (“Fund III Parent”); CapitalSouth Partners SBIC Fund III, L.P. (“Fund III”) and CapitalSouth Partners Florida Sidecar Fund I, L.P. (“Florida Sidecar” and, collectively with Fund I, Fund II, Fund III and Fund III Parent, the “Legacy Funds”); (ii) raising capital in the IPO and (iii) continuing and expanding the business of the Legacy Funds by making additional debt and equity investments in smaller and lower middle market companies.
The Company’s investment objective is to generate both current income and capital appreciation through debt and equity investments. Both directly and through our subsidiaries that are licensed by the U.S. Small Business Administration (“SBA”) under the Small Business Investment Company (“SBIC”) Act, we offer customized financing to business owners, management teams and financial sponsors for change of ownership transactions, recapitalizations, strategic acquisitions, business expansion and other growth initiatives. We invest primarily in traditional mezzanine, senior subordinated and unitranche debt, as well as senior and second-lien loans and, to a lesser extent, equity securities issued by smaller and lower middle-market companies.
On September 24, 2013, the Company acquired 100% of the limited partnership interests in Fund II, Fund III and Florida Sidecar and each of their respective general partners, as well as certain assets from Fund I and Fund III Parent, in exchange for an aggregate of 8,974,420 shares of the Company’s common stock (the “Formation Transactions”). Fund II, Fund III and Florida Sidecar became the Company’s wholly-owned subsidiaries. Fund II and Fund III retained their SBIC licenses, continue to hold their existing investments and continue to make new investments. The IPO consisted of the sale of 4,000,000 shares of the Company’s common stock at a price of $20.00 per share resulting in net proceeds to the Company of $74,250,000, after deducting underwriting fees and commissions totaling $5,750,000. The other costs of the IPO were borne by the limited partners of the Legacy Funds. As of December 31, 2013, the Company had 12,974,420 shares of common stock outstanding.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). The financial statements of the Company include the accounts of the Company and its wholly-owned subsidiaries as described in the Formation Transactions presented in Note 1. The transactions related to Fund II, Fund III, and the Florida Sidecar constitute an exchange of shares between entities under common control and will be accounted for in accordance with ASC 805, Business Combinations. As such, the Company’s results of operations and cash flows for the year ended December 31, 2013 are presented as if the aforementioned transactions had occurred as of January 1, 2013. In addition, the results of the Company’s operations and cash flows for the years ended December 31, 2012 and December 31, 2011 and the Company’s financial position as of December 31, 2012 have been presented on a combined basis in order to provide comparative information with respect to prior periods. The Formation Transactions also included an asset acquisition of certain assets in Fund I and Fund III Parent. In accordance with ASC 805, Business Combinations, the assets acquired were recorded at fair value at the date of acquisition, September 24, 2013.
| F-11 |
The Company’s financial position as of December 31, 2013 is presented on a consolidated basis. The effects of all intercompany transactions between the Company and its subsidiaries (Fund II, Fund III, and the Florida Sidecar) have been eliminated in consolidation. All financial data and information included in these financial statements have been presented on the basis described above. In the opinion of management, the financial statements reflect all adjustments that are necessary for the fair presentation of financial results as of and for the periods presented.
Use of Estimates in the Preparation of Financial Statements
The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Segments
In accordance with ASC Topic 280 — (Segment Reporting), the Company has determined that it has a single reporting segment and operating unit structure.
Cash and Cash Equivalents
The Company considers cash equivalents to be highly liquid investments with original maturities of three months or less at the date of purchase. Cash and cash equivalents include deposits in money market accounts. The Company deposits its cash in financial institutions and, at times, such balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits.
Investment Classification
In accordance with the provisions of the 1940 Act, the Company classifies investment by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control/Non-Affiliate Investments” are those investments that are neither control Investments nor affiliate Investments. Generally under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25% of the voting securities of such company and/or has greater than 50% representation on its board or has the power to exercise control over management or policies of such portfolio company. The Company is deemed to be an affiliate of a company in which the Company has invested if it owns between 5% and 25% of the voting securities of such company.
Valuation of Investments
The Company applies fair value accounting to all of its financial instruments in accordance with the 1940 Act and ASC Topic 820 - Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a framework used to measure fair value and requires disclosures for fair value measurements. In accordance with ASC 820, the Company has categorized its financial instruments carried at fair value, based on the priority of the valuation technique, into a three-level fair value hierarchy as discussed in Note 3.
In determining fair value, our Board of Directors uses various valuation approaches, and engages a third-party valuation firm, which provides an independent review of certain investments. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.
Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Board of Directors. Unobservable inputs reflect the Board of Directors’ assumptions about the inputs market participants would use in pricing the asset or liability developed based upon the best information available in the circumstances
The availability of valuation techniques and observable inputs can vary from security to security and is affected by a wide variety of factors including, the type of security, whether the security is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a market for the securities existed. Accordingly, the degree of judgment exercised by the Board of Directors in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.
| F-12 |
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. We use prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause a security to be reclassified to a lower level within the fair value hierarchy.
Valuation Techniques
Senior and Subordinated Secured Loans
The Company’s portfolio primarily consists of private debt instruments (“Level 3 debt”). We consider our Level 3 debt to be performing loans if the borrower is not in default, the borrower is remitting payments in a timely manner, the loan is in covenant compliance or is otherwise not deemed to be impaired. In determining the fair value of the performing Level 3 debt, the Company’s Board of Directors considers fluctuations in current interest rates, the trends in yields of debt instruments with similar credit ratings (if applicable), the financial condition of the borrower, economic conditions and other relevant factors, both qualitative and quantitative. In the event that a Level 3 debt instrument is not performing, as defined above, the Board of Directors will evaluate the value of the collateral utilizing the same framework described above for a performing loan to determine the value of the Level 3 debt instrument.
This evaluation will be updated no less than quarterly for Level 3 debt instruments that are not performing, and more frequently for time periods where there are significant changes in the collateral or significant changes in the perceived performance of the underlying portfolio company. The collateral value will be analyzed on an ongoing basis using internal metrics, appraisals, third-party valuation agents and other data as may be acquired and analyzed by our management and Board of Directors.
Equity Investments in Private Companies
Our Board of Directors determines the fair value of its investments in private companies by incorporating valuations that consider the evaluation of financing and sale transactions with third-parties, expected cash flows and market-based information, including comparable transactions, and performance multiples, among other factors, and may use third-party valuation agents. Such non-public investments are included in Level 3 of the fair value hierarchy.
Warrants
Our Board of Directors will ascribe value to warrants based on the fair value of holdings to which they are associated that can include discounted cash flow analyses, option pricing models, comparable analyses and other techniques as deemed appropriate. Such warrants are included in Level 3 of the fair value hierarchy to the extent issued by non-public companies.
Revenue Recognition
The Company’s revenue recognition policies are as follows:
Interest Income and Paid-in Kind Interest: Interest income is recorded on the accrual basis to the extent that such amounts are expected to be collected. The company has loans in the portfolio that contain a payment-in-kind (“PIK”) provision. The PIK interest, which represents contractually deferred interest added to the loan balance that is generally due at maturity, is recorded on the accrual basis to the extent that such amounts are expected to be collected. PIK interest is not accrued if the Company does not expect the issuer to be able to pay all principal and interest when due.
Non-accrual income: Generally, when interest and/or principal payments on a loan become materially past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status, and will generally cease recognizing interest income and PIK on that loan for financial reporting purposes. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. The company may elect to cease accruing PIK and continue accruing interest income in cases where a loan is currently paying its interest income but, in management’s judgment, there is a reasonable likelihood of principal loss on the loan. Non-accrual loans are returned to accrual status when the borrower’s financial condition improves such that management believes current interest and principal payments are expected to be collected.
| F-13 |
Gains and Losses on investment sales and paydowns: Realized gains and losses on investments are recognized using the specific identification method.
Dividend Income: Dividend income is recognized on the date dividends are declared.
Other Income: Origination, amendment, closing and/or commitment fees associated with investments in portfolio companies are recognized as income when the investment transaction closes. Prepayment penalties received by the Company for debt instruments repaid prior to maturity date are recorded as income upon receipt.
General and Administrative Expenses
General and administrative expenses are accrued as incurred. The Company’s general and administrative expenses include personnel expenses allocable to the Company under the Administration Agreement, legal and audit fees, director fees, director and officer insurance, and other expenses payable under the Administration Agreement.
Deferred Financing Fees
Costs incurred to issue the SBA-guaranteed debentures payable are capitalized and are amortized over the term of the debt agreements under the effective interest method.
Commitments and Contingencies
As of December 31, 2013 and December 31, 2012, the Company had no outstanding unfunded commitments.
In the ordinary course of its business, the Company may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that lead to the execution of these provisions against the Company. Based on its history and experience, management feels that the likelihood of such an event is remote.
In the ordinary course of business, the Company may directly or indirectly be a defendant or plaintiff in legal actions with respect to bankruptcy, insolvency or other types of proceedings. Such lawsuits may involve claims that could adversely affect the value of certain financial instruments owned by the Company.
Income Taxes
The Company intends to elect to be treated for federal income tax purposes, and intends to qualify annually thereafter, as a RIC under Subchapter M of the Code and, among other things, intends to make the requisite distributions to its stockholders which will relieve the Company from federal income taxes. Therefore, no provision has been recorded for federal income taxes.
In order to qualify as a RIC, among other requirements, the Company is required to timely distribute to its stockholders at least 90.0% of its investment company taxable income, as defined by the Code, for each fiscal tax year. The Company will be subject to a nondeductible U.S. federal excise tax of 4.0% on undistributed income if it does not distribute at least 98.0% of its ordinary income in any calendar year and 98.2% of its capital gain net income for each one-year period ending on October 31.
Depending on the level of taxable income earned in a tax year, the Company may choose to carry forward taxable income in excess of current year dividend distributions into the next tax year and pay a 4.0% excise tax on such income, as required. 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 for excise tax purposes, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned.
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 on the aggregate amount of cash to be distributed to all stockholders, which limitation must be at least 20.0% of the aggregate declared distribution. If too many stockholders elect to receive cash, each stockholder electing to receive cash will 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 20.0% 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.
| F-14 |
ASC 740, Income Taxes, provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s 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 current period. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the consolidated statements of operations. As of December 31, 2013 and December 31, 2012, there were no uncertain tax positions.
The Company is required to determine whether a tax position of the Company is more likely-than-not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability that could have negatively impact the Company’s net assets.
U.S. GAAP provides guidance on thresholds, measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities.
The Company has concluded that it was not necessary to record a liability for any such tax positions as of December 31, 2013 or 2012. However, the Company’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analyses of, and changes to, tax laws, regulations and interpretations thereof.
The Company’s activities from commencement of operations remain subject to examination by U.S. federal, state, and local tax authorities. No interest expense or penalties have been assessed as of December 31, 2013 and 2012. If the Company were required to recognize interest and penalties, if any, related to unrecognized tax benefits this would be recognized as income tax expense in the consolidated statement of operations.
Dividends
Dividends to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a dividend is determined by the Board of Directors. Net capital gains, if any, are generally distributed at least annually, although we may decide to retain such capital gains for reinvestment.
We have adopted an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a cash dividend or other distribution, each stockholder that has not “opted out” of our dividend reinvestment plan will have its dividends automatically reinvested in additional shares of our common stock rather than receiving cash dividends. Stockholders who receive distributions in the form of shares of common stock will be subject to the same federal, state and local tax consequences as if they received cash distributions.
Company Investment Risk, Concentration of Credit Risk, and Liquidity Risk
The Investment Advisor has broad discretion in making investments for the Company. Investments will generally consist of debt and equity instruments that may be affected by business, financial market or legal uncertainties. Prices of investments may be volatile, and a variety of factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the results of the Company’s activities and the value of its investments. In addition, the value of the Company’s portfolio may fluctuate as the general level of interest rates fluctuate.
The value of the Company’s investments in loans may be detrimentally affected to the extent, among other things, that a borrower defaults on its obligations, there is insufficient collateral and/or there are extensive legal and other costs incurred in collecting on a defaulted loan, observable secondary or primary market yields for similar instruments issued by comparable companies increase materially or risk premiums required in the market between smaller companies, such as our borrowers, and those for which market yields are observable increase materially.
The Investment Advisor may attempt to minimize this risk by maintaining low loan-to-liquidation values with each loan and the collateral underlying the loan.
The Company’s assets may, at any time, include securities and other financial instruments or obligations that are illiquid or thinly traded, making purchase or sale of such securities and financial instruments at desired prices or in desired quantities difficult. Furthermore, the sale of any such investments may be possible only at substantial discounts, and it may be extremely difficult to value any such investments accurately.
| F-15 |
Note 3. Investments
The composition of our investments as of December 31, 2013, at amortized cost and fair value were as follows (dollars in thousands):
| Investments at Amortized Cost | Amortized Cost Percentage of Total Portfolio | Investments at Fair Value | Fair Value Percentage of Total Portfolio | |||||||||||||
| Senior Secured Debt | $ | 103,457 | 34.3 | % | $ | 102,071 | 28.0 | % | ||||||||
| Subordinated Debt | 136,638 | 45.4 | 133,710 | 36.7 | ||||||||||||
| Equity and Warrants | 61,204 | 20.3 | 128,938 | 35.3 | ||||||||||||
| Total | $ | 301,299 | 100.0 | % | $ | 364,719 | 100.0 | % | ||||||||
The composition of our investments as of December 31, 2012, at amortized cost and fair value were as follows (dollars in thousands):
| Investments at Amortized Cost | Amortized Cost Percentage of Total Portfolio | Investments at Fair Value | Fair Value Percentage of Total Portfolio | |||||||||||||
| Senior Secured Debt | $ | 72,728 | 32.0 | % | $ | 73,861 | 26.0 | % | ||||||||
| Subordinated Debt | 109,030 | 47.9 | 101,659 | 35.8 | ||||||||||||
| Equity and Warrants | 45,940 | 20.1 | 108,411 | 38.2 | ||||||||||||
| Total | $ | 227,698 | 100.0 | % | $ | 283,931 | 100.0 | % | ||||||||
As noted above, the Company values all investments in accordance with ASC 820. ASC 820 requires enhanced disclosures about assets and liabilities that are measured and reported at fair value. As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
ASC 820 establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability of inputs used in measuring investments at fair value. Market price observability is affected by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Based on the observability of the inputs used in the valuation techniques, the Company is required to provide disclosures on fair value measurements according to the fair value hierarchy. The fair value hierarchy ranks the observability of the inputs used to determine fair values. Investments carried at fair value are classified and disclosed in one of the following three categories:
| · | Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. |
| · | Level 2—Valuations based on inputs other than quoted prices in active markets, which are either directly or indirectly observable. |
| · | Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
In addition to using the above inputs in investment valuations, the Company continues to employ the valuation policy approved by the Board of Directors that is consistent with ASC 820 (See Note 2). Consistent with our Company’s valuation policy, we evaluate the source of inputs, including any markets in which our investments are trading, in determining fair value.
In estimating fair value of portfolio investments, the Company starts with the cost basis of the investment, which includes amortized original issue discount and payment-in-kind income, if any. The transaction price is typically the best estimate of fair value at inception. When evidence supports a subsequent change to the carrying value from the original transaction price, adjustments are made to reflect the expected fair values.
| F-16 |
The following valuation methodologies are utilized by the company in estimating fair value and are summarized as follows:
Enterprise Value Waterfall Approach
The enterprise value waterfall approach determines an enterprise value based on earnings before interest, tax, depreciation and amortization (“EBITDA”) multiples of publicly traded companies that are considered similar to the subject portfolio company. The Company considers a variety of items in determining a reasonable pricing multiple, including operating results, budgeted projections, growth, size, risk, profitability, leverage, management depth, diversification, market position, supplier or customer dependence, asset utilization, liquidity metrics, and access to capital markets. EBITDA of the portfolio company is adjusted for non-recurring items in order to reflect a normalized level of earnings that is representative of future earnings. When available, the Company may assign a pricing multiple or value its equity investments based on the value of recent investment transactions in the subject portfolio company. The enterprise value is adjusted for financial instruments with seniority to the Company’s ownership and for the effect of any instrument which may dilute the Company’s investment in the portfolio company. The adjusted enterprise value is then apportioned based on the seniority and privileges of the Company’s investments within the portfolio company.
Income Approach
The income approach utilizes a discounted cash flow methodology in which the Company estimates fair value based on the present value of a stream of expected cash flows discounted at a market rate of interest. The determination of a discount rate, or required rate of return, takes into account the portfolio company’s fundamentals and perceived credit risk.
Asset Approach
The asset approach values an investment based on the greater of the enterprise value or the underlying collateral securing the investment. See discussion of determining enterprise value above. This approach is used when the debt is not performing in accordance with its contractual terms or when the Company has reason to believe that it will not collect all principal and interest in accordance with the contractual terms of the debt agreement.
The following table presents fair value measurements of investments, by major class, as of December 31, 2013 (dollars in thousands), according to the fair value hierarchy:
| Fair Value Measurements | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Senior Secured Debt | $ | — | $ | — | $ | 102,071 | $ | 102,071 | ||||||||
| Subordinated Debt | — | — | 133,710 | 133,710 | ||||||||||||
| Equity and Warrants | — | — | 128,938 | 128,938 | ||||||||||||
| Total | $ | — | $ | — | $ | 364,719 | $ | 364,719 | ||||||||
The following table presents fair value measurements of investments, by major class, as of December 31, 2012 (dollars in thousands), according to the fair value hierarchy:
| Fair Value Measurements | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Senior Secured Debt | $ | — | $ | — | $ | 73,861 | $ | 73,861 | ||||||||
| Subordinated Debt | — | — | 101,659 | 101,659 | ||||||||||||
| Equity and Warrants | — | — | 108,411 | 108,411 | ||||||||||||
| Total | $ | — | $ | — | $ | 283,931 | $ | 283,931 | ||||||||
| F-17 |
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the year ended December 31, 2013 (dollars in thousands):
| Senior Secured Debt | Subordinated Debt | Equity and Warrants | Total | |||||||||||||
| Balance as of January 1, 2013 | $ | 73,861 | $ | 101,659 | $ | 108,411 | $ | 283,931 | ||||||||
| Change in classification due to restructure | (1,239 | ) | 1,196 | 43 | — | |||||||||||
| Repayments | (13,325 | ) | (32,097 | ) | (7,333 | ) | (52,755 | ) | ||||||||
| Purchases | 42,485 | 54,059 | 14,385 | 110,929 | ||||||||||||
| Purchases related to asset acquisition | 2,328 | 6,041 | 3,427 | 11,796 | ||||||||||||
| Payment in-kind interest accrued, net of payments received | 473 | 935 | — | 1,408 | ||||||||||||
| Accretion of original issue discount | 5 | 31 | — | 36 | ||||||||||||
| Gain/(loss) on sale | — | (2,555 | ) | 4,742 | 2,187 | |||||||||||
| Net unrealized appreciation (depreciation) | (2,517 | ) | 4,441 | 5,263 | 7,187 | |||||||||||
| Balance as of December 31, 2013 | $ | 102,071 | $ | 133,710 | $ | 128,938 | $ | 364,719 | ||||||||
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the year ended December 31, 2012 (dollars in thousands):
| Senior Secured Debt | Subordinated Debt | Equity and Warrants | Total | |||||||||||||
| Balance as of January 1, 2012 | $ | 40,359 | $ | 114,517 | $ | 57,863 | $ | 212,739 | ||||||||
| Change in classification due to restructure | 21,120 | (23,485 | ) | 2,365 | — | |||||||||||
| Repayments | (11,896 | ) | (9,517 | ) | (2,303 | ) | (23,716 | ) | ||||||||
| Purchases | 20,978 | 26,063 | 9,432 | 56,473 | ||||||||||||
| Payment in-kind interest accrued, net of payments received | 339 | 1,134 | — | 1,473 | ||||||||||||
| Accretion of original issue discount | 3 | 313 | — | 316 | ||||||||||||
| Gain/(loss) on sale | — | — | 1,590 | 1,590 | ||||||||||||
| Net unrealized appreciation (depreciation) | 2,958 | (7,366 | ) | 39,464 | 35,056 | |||||||||||
| Balance as of December 31, 2012 | $ | 73,861 | $ | 101,659 | $ | 108,411 | $ | 283,931 | ||||||||
The net change in unrealized appreciation on investments held as of December 31, 2013 and 2012, was $8.8 million and $33.3 million, respectively, and is included in net unrealized appreciation on investments in the consolidated statements of operations.
The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of assets as of December 31, 2013 were as follows (dollars in thousands, except EBITDA amounts):
| Fair Value | Valuation Approach | Level 3 Input | Range of Inputs | Weighted Average | ||||||||
| Subordinated debt and second lien notes | $ | 111,711 | Income | Required Rate of Return Leverage Ratio Adjusted EBITDA | 7.0% - 18.0% 1.2x – 4.6x $2.3 million-$25.8 million | 14.1% 3.1x $11.2 million | ||||||
| Subordinated debt and second lien notes | $ | 21,999 | Enterprise Value Waterfall and Asset (1) | Adjusted EBITDA Multiple Adjusted EBITDA | 4.3x – 11.5x $1.3 million - $2.2 million | 9.5x $2.0 million | ||||||
| Senior debt and first lien notes | $ | 102,071 | Income and Asset (1) | Required Rate of Return Leverage Ratio Adjusted EBITDA | 10.0% - 24.5% 1.2x – 9.9x $0.6 million- $29.7 million | 15.2% 3.8x $11.2 million | ||||||
| Equity shares and warrants | $ | 128,938 | Enterprise Value Waterfall | Adjusted EBITDA Multiple Adjusted EBITDA | 1.6x – 9.5x $1.4 million -$229.0 million | 7.1x $23.8 million | ||||||
| Tranaction Price | n/a | n/a | ||||||||||
| (1) | $18.6 million in subordinated and senior notes were valued using the asset approach. |
The valuation techniques and significant unobservable inputs used in recurring level 3 fair value measurement of assets as of December 31, 2012 were as follows (dollars in thousands, except EBITDA amounts):
| Fair Value | Valuation Approach | Level 3 Input | Range of Inputs | Weighted Average |
|||||||||
| Subordinated debt and second lien notes | $ | 92,872 | Income | Required Rate of Return | 6.0% - 18.0% | 14.0% | |||||||
| Leverage Ratio | 1.7x - 10.2x | 3.2x | |||||||||||
| Adjusted EBITDA | $0.3 million - $31.7 million | $11.7 million | |||||||||||
| Subordinated debt and second lien notes | $ | 8,787 | Enterprise Value Waterfall | Adjusted EBITDA Mutliple | 4.5x - 20.0x | 6.2x | |||||||
| Adjusted EBITDA | $0.6 million - $3.8 million | $2.6 million | |||||||||||
| Senior debt and first lien notes | $ | 73,861 | Income | Required Rate of Return | 9.0% - 22.5% | 12.9% | |||||||
| Leverage Ratio | 2.2x - 18.3x | 3.7x | |||||||||||
| Adjusted EBITDA | $0.1 million - $13.4 million | $6.6 million | |||||||||||
| Equity shares and warrants | $ | 108,411 | Enterprise Value Waterfall | Adjusted EBITDA Multiple | 4.0x - 11.0x | 7.1x | |||||||
| Adjusted EBITDA | $0.3 million - $34.3 million | $14.8 million | |||||||||||
| F-18 |
The significant unobservable inputs used in the valuation of the Company’s debt and equity investments are required rate of return, adjusted EBITDA, EBITDA multiples, leverage and transaction prices. Changes in any of these unobservable inputs could have a significant impact on the Company’s estimate of fair value. An increase (decrease) in required rate of return or leverage will result in a lower (higher) estimate of fair value while an increase (decrease) in adjusted EBITDA, EBITDA multiples, or transaction prices will result in a higher (lower) estimate of fair value.
Transactions With Affiliated Companies
During the year ended December 31, 2013, the Company had investments in portfolio companies designated as affiliates under the 1940 Act. Transactions with affiliates were as follows:
| Amount of | ||||||||||||||||||||||
| Interest, Fees or | ||||||||||||||||||||||
| Dividends | December | Gross | Gross | December | ||||||||||||||||||
| Credits | 31, 2012 | Additions | Reductions | 31, 2013 | ||||||||||||||||||
| Portfolio Company | Type of Investment | to Income(1) | Value | (2) | (3) | Value | ||||||||||||||||
| Control investments: | ||||||||||||||||||||||
| Best In Class | Subordinated Debt (12.5% Cash) | $ | 85 | $ | 728 | $ | 685 | $ | (1,413 | ) | $ | - | ||||||||||
| Best In Class | Class A Preferred Units (89 units) | 23 | 381 | 354 | (735 | ) | - | |||||||||||||||
| Best In Class | Class B Preferred Units (45 units) | - | 56 | 49 | (105 | ) | - | |||||||||||||||
| 108 | 1,165 | 1,088 | (2,253 | ) | - | |||||||||||||||||
| CableOrganizer Acquisition, LLC | Senior Secured Debt (12% Cash, 4% PIK) | 481 | - | 6,585 | - | 6,585 | ||||||||||||||||
| CableOrganizer Acquisition, LLC | Common Stock (1,125,000 shares) | - | - | 1,125 | (1,037 | ) | 88 | |||||||||||||||
| 481 | - | 7,710 | (1,037 | ) | 6,673 | |||||||||||||||||
| KBP Investments, LLC | Class A Preferred Stock (8,270 shares, 10% Dividend) | 622 | 8,269 | - | - | 8,269 | ||||||||||||||||
| KBP Investments, LLC | Class A Common Stock (380,413 shares) | 4,321 | 21,680 | - | (5,162 | ) | 16,518 | |||||||||||||||
| 4,943 | 29,949 | - | (5,162 | ) | 24,787 | |||||||||||||||||
| Market E, LLC | Senior Secured Debt (10% Cash) | 8 | - | 650 | - | 650 | ||||||||||||||||
| Market E, LLC | Senior Subordinated Debt (14% Cash, 3% PIK) | 99 | 1,178 | 1,813 | (2,003 | ) | 988 | |||||||||||||||
| Market E, LLC | Class A Preferred Stock (600 shares) | - | - | - | - | - | ||||||||||||||||
| Market E, LLC | Class B Preferred Stock (2,411 shares) | - | 243 | - | (243 | ) | - | |||||||||||||||
| Market E, LLC | Class A Common Stock (600 shares) | - | - | - | - | - | ||||||||||||||||
| 107 | 1,421 | 2,463 | (2,246 | ) | 1,638 | |||||||||||||||||
| Micro Precision, LLC | Subordinated Debt (10% Cash) | 187 | 1,862 | - | - | 1,862 | ||||||||||||||||
| Micro Precision, LLC | Subordinated Debt (14% Cash, 4% PIK) | 455 | 3,427 | 130 | - | 3,557 | ||||||||||||||||
| Micro Precision, LLC | Common Stock (47 units) | - | 3,276 | - | (1,066 | ) | 2,210 | |||||||||||||||
| 642 | 8,565 | 130 | (1,066 | ) | 7,629 | |||||||||||||||||
| Navis Holdings, Inc. | Senior Secured Term (17%, 3% PIK at company's option) | 999 | 6,602 | 151 | - | 6,753 | ||||||||||||||||
| Navis Holdings, Inc. | Class A Preferred Stock (1,000 shares) | - | 1,101 | 99 | - | 1,200 | ||||||||||||||||
| Navis Holdings, Inc. | Common Stock (300,000 shares) | - | 731 | 348 | - | 1,079 | ||||||||||||||||
| 999 | 8,434 | 598 | - | 9,032 | ||||||||||||||||||
| On-Site Fuel Services, Inc. | Subordinated Debt (14% Cash, 4% PIK) | 673 | 4,656 | 192 | - | 4,848 | ||||||||||||||||
| On-Site Fuel Services, Inc. | Series A Preferred Stock (32,782 shares) | - | 2,309 | 410 | - | 2,719 | ||||||||||||||||
| On-Site Fuel Services, Inc. | Series B Preferred Stock (23,648 shares) | 214 | 587 | 2,120 | - | 2,707 | ||||||||||||||||
| On-Site Fuel Services, Inc. | Common Stock (33,107 shares) | - | 1,492 | - | (1,492 | ) | - | |||||||||||||||
| 887 | 9,044 | 2,722 | (1,492 | ) | 10,274 | |||||||||||||||||
| F-19 |
| Amount of | ||||||||||||||||||||||
| Interest, Fees or | ||||||||||||||||||||||
| Dividends | December | Gross | Gross | December | ||||||||||||||||||
| Credits | 31, 2012 | Additions | Reductions | 31, 2013 | ||||||||||||||||||
| Portfolio Company | Type of Investment | to Income(1) | Value | (2) | (3) | Value | ||||||||||||||||
| Print Direction, Inc. | Subordinated Debt (12% Cash, 6% PIK) | 432 | 3,313 | 1,111 | - | 4,424 | ||||||||||||||||
| Print Direction, Inc. | Subordinated Debt (14% Cash) | 286 | - | 4,600 | - | 4,600 | ||||||||||||||||
| Print Direction, Inc. | Subordinated Debt (7.75% Cash) | 23 | 454 | - | (454 | ) | - | |||||||||||||||
| Print Direction, Inc. | Common Stock (19,363 shares) | 1,837 | 4,418 | 2,692 | - | 7,110 | ||||||||||||||||
| Print Direction, Inc. | Common Stock Warrants (3% fully diluted) | - | - | 314 | - | 314 | ||||||||||||||||
| 2,578 | 8,185 | 8,717 | (454 | ) | 16,448 | |||||||||||||||||
| Vita Nonwovens | Subordinated Debt (14% Cash, 4% PIK) | 95 | 1,115 | 15 | (1,130 | ) | - | |||||||||||||||
| Vita Nonwovens | Class A Preferred United (475,000 units) | - | 475 | - | (475 | ) | - | |||||||||||||||
| 95 | 1,590 | 15 | (1,605 | ) | - | |||||||||||||||||
| Total Control investments | $ | 10,840 | $ | 68,353 | $ | 23,443 | $ | (15,315 | ) | $ | 76,481 | |||||||||||
| Affiliate investments: | ||||||||||||||||||||||
| Chef'N Corporation | Subordinated Debt (15%, 3% PIK at company's option) | $ | 821 | $ | 6,300 | $ | - | $ | - | $ | 6,300 | |||||||||||
| Chef'N Corporation | Series A Preferred Stock (1,000,000 shares) | - | 2,469 | 1,533 | - | 4,002 | ||||||||||||||||
| 821 | 8,769 | 1,533 | - | 10,302 | ||||||||||||||||||
| City Gear, LLC | Subordinated Debt (13% Cash) | 709 | 4,231 | 4,000 | - | 8,231 | ||||||||||||||||
| City Gear, LLC | Preferred Membership Units (2.78% fully diluted, 9% dividend) | 116 | 1,825 | - | (556 | ) | 1,269 | |||||||||||||||
| City Gear, LLC | Membership Unit Warrants (11.37% fully diluted) | - | 1,074 | 4,233 | - | 5,307 | ||||||||||||||||
| 825 | 7,130 | 8,233 | (556 | ) | 14,807 | |||||||||||||||||
| Corporate Visions, Inc. | Subordinated Debt (14% Cash, 2% PIK) | 1,214 | - | 11,174 | - | 11,174 | ||||||||||||||||
| Corporate Visions, Inc. | Common Stock (2,216,463 shares) | - | 5,928 | 3,869 | - | 9,797 | ||||||||||||||||
| Corporate Visions, Inc. | Common Stock Warrant (403,257 shares) | - | 1,079 | 703 | - | 1,782 | ||||||||||||||||
| 1,214 | 7,007 | 15,746 | - | 22,753 | ||||||||||||||||||
| Fresh Food Concepts, Inc. | Subordinated Debt (13% Cash, 4% PIK) | 67 | - | - | - | - | ||||||||||||||||
| Fresh Food Concepts, Inc. | Class A Common Units (1,500 units) | - | - | - | - | - | ||||||||||||||||
| Fresh Food Concepts, Inc. | Class C Common Unit Warrants (165 units) | - | - | - | - | - | ||||||||||||||||
| 67 | - | - | - | - | ||||||||||||||||||
| GA Communications, Inc. | Subordinated Debt (12.5% Cash) | 420 | 13,000 | - | (13,000 | ) | - | |||||||||||||||
| GA Communications, Inc. | Series A-1 Preferred Stock (1,998 shares) | - | 2,194 | 176 | - | 2,370 | ||||||||||||||||
| GA Communications, Inc. | Series B-1 Common Stock (200,000 shares) | - | 3,260 | - | (719 | ) | 2,541 | |||||||||||||||
| 420 | 18,454 | 176 | (13,719 | ) | 4,911 | |||||||||||||||||
| Impresa Aerospace Holdings, LLC | Subordinated Debt (4.1% Cash) | 822 | 5,219 | 4,845 | - | 10,064 | ||||||||||||||||
| Impresa Aerospace Holdings, LLC | Class A Membership Units (1,006,621 units) | - | - | - | - | - | ||||||||||||||||
| Impresa Aerospace Holdings, LLC | Class C Membership Units (362,416 units) | - | - | - | - | - | ||||||||||||||||
| F-20 |
| Amount of | ||||||||||||||||||||||
| Interest, Fees or | ||||||||||||||||||||||
| Dividends | December | Gross | Gross | December | ||||||||||||||||||
| Credits | 31, 2012 | Additions | Reductions | 31, 2013 | ||||||||||||||||||
| Portfolio Company | Type of Investment | to Income(1) | Value | (2) | (3) | Value | ||||||||||||||||
| Impresa Aerospace Holdings, LLC | Class F Membership Units (604,504 units) | - | - | 581 | (581 | ) | - | |||||||||||||||
| 822 | 5,219 | 5,426 | (581 | ) | 10,064 | |||||||||||||||||
| J&J Produce Holdings, Inc. | Subordinated Debt (13% Cash) | 683 | 5,182 | - | - | 5,182 | ||||||||||||||||
| J&J Produce Holdings, Inc. | Common Stock (8,182 units) | - | 1,005 | - | (71 | ) | 934 | |||||||||||||||
| J&J Produce Holdings, Inc. | Common Stock Warrants (4,506 shares) | - | 535 | - | (20 | ) | 515 | |||||||||||||||
| 683 | 6,722 | - | (91 | ) | 6,631 | |||||||||||||||||
| LJS Partners, LLC | Common Stock (1,500,000 shares) | 1,308 | 15,112 | - | (490 | ) | 14,622 | |||||||||||||||
| 1,308 | 15,112 | - | (490 | ) | 14,622 | |||||||||||||||||
| MJC Holdings, LLC | Subordinated Debt (14%, 2% PIK at company's option) | 1,064 | 7,571 | 10 | (81 | ) | 7,500 | |||||||||||||||
| MJC Holdings, LLC | Series A Preferred Units (2,000,000 units) | 328 | 2,762 | 2,462 | - | 5,224 | ||||||||||||||||
| 1,392 | 10,333 | 2,472 | (81 | ) | 12,724 | |||||||||||||||||
| MMI Holdings, LLC | Senior Secured Debt (12% Cash) | 322 | 2,600 | - | - | 2,600 | ||||||||||||||||
| MMI Holdings, LLC | Subordinated Debt (6% Cash) | 10 | 200 | 200 | - | 400 | ||||||||||||||||
| MMI Holdings, LLC | Preferred Units (1,000 units) | - | 575 | 625 | - | 1,200 | ||||||||||||||||
| MMI Holdings, LLC | Common Units (45 units) | - | 187 | (62 | ) | 125 | ||||||||||||||||
| 332 | 3,562 | 825 | (62 | ) | 4,325 | |||||||||||||||||
| MTI Holdings, LLC | Subordinated Debt (12% Cash) | 407 | - | 8,000 | - | 8,000 | ||||||||||||||||
| MTI Holdings, LLC | Capital Units (2,000,000 units) | - | - | 2,823 | - | 2,823 | ||||||||||||||||
| 407 | - | 10,823 | - | 10,823 | ||||||||||||||||||
| Source Capital ABUTEC, LLC | Senior Secured Debt (12% Cash, 3% PIK) | 611 | 5,000 | 125 | - | 5,125 | ||||||||||||||||
| Source Capital ABUTEC, LLC | Preferred Membership Units (15.5% fully diluted) | - | 1,240 | - | (1,180 | ) | 60 | |||||||||||||||
| 611 | 6,240 | 125 | (1,180 | ) | 5,185 | |||||||||||||||||
| Source Capital Penray, LLC | Subordinated Debt (13% Cash) | 330 | 2,447 | 53 | - | 2,500 | ||||||||||||||||
| Source Capital Penray, LLC | Membership Units (11.3% fully diluted) | - | 539 | 271 | - | 810 | ||||||||||||||||
| Source Capital Penray, LLC | Common Stock Warrants (6.65% fully diluted) | - | 297 | 279 | - | 576 | ||||||||||||||||
| 330 | 3,283 | 603 | - | 3,886 | ||||||||||||||||||
| Source Capital SSCR, LLC | Senior Secured Term Debt (14% Cash) | 1,764 | 11,777 | 3,011 | (2,673 | ) | 12,115 | |||||||||||||||
| Source Capital SSCR, LLC | Senior Secured Term Debt (14% Cash, 5% PIK) | 112 | - | 2,078 | (120 | ) | 1,958 | |||||||||||||||
| Source Capital SSCR, LLC | Preferred Membership Units (14,718 units) | - | 1,114 | 295 | (1,409 | ) | - | |||||||||||||||
| Source Capital SSCR, LLC | Membership Unit Warrants (0.987% fully diluted) | - | - | - | - | - | ||||||||||||||||
| 1,876 | 12,891 | 5,384 | (4,202 | ) | 14,073 | |||||||||||||||||
| Source Recycling, LLC | Subordinated Debt (13% Cash) | - | 2,931 | 1,019 | 3,950 | |||||||||||||||||
| Source Recycling, LLC | Membership Units (68,658 units) | - | - | 199 | (199 | ) | - | |||||||||||||||
| F-21 |
| Amount of | ||||||||||||||||||||||
| Interest, Fees or | ||||||||||||||||||||||
| Dividends | December | Gross | Gross | December | ||||||||||||||||||
| Credits | 31, 2012 | Additions | Reductions | 31, 2013 | ||||||||||||||||||
| Portfolio Company | Type of Investment | to Income(1) | Value | (2) | (3) | Value | ||||||||||||||||
| Source Recycling, LLC | Membership Unit Warrants (1% fully diluted) | - | - | - | - | - | ||||||||||||||||
| - | 2,931 | 1,218 | (199 | ) | 3,950 | |||||||||||||||||
| Sparus Holdings | Subordinated Debt (12% Cash) | 878 | 7,000 | 350 | (350 | ) | 7,000 | |||||||||||||||
| Sparus Holdings | Series B Preferred Stock (5,703 shares) | - | 287 | 1,192 | 1,479 | |||||||||||||||||
| Sparus Holdings | Common Stock Warrants (3,491 shares) | - | - | 304 | 304 | |||||||||||||||||
| 878 | 7,287 | 1,846 | (350 | ) | 8,783 | |||||||||||||||||
| STX Healthcare Management Services, Inc. | Subordinated Debt (14% Cash) | 987 | 6,624 | 801 | - | 7,425 | ||||||||||||||||
| STX Healthcare Management Services, Inc. | Common Stock (1,200,000 shares) | - | 680 | 262 | - | 942 | ||||||||||||||||
| STX Healthcare Management Services, Inc. | Common Stock Warrants (1,154,254 shares) | - | 680 | 226 | - | 906 | ||||||||||||||||
| 987 | 7,984 | 1,289 | - | 9,273 | ||||||||||||||||||
| Take 5 Oil Change, LLC | Senior Secured Debt (10% Cash) | 561 | 12,000 | - | (12,000 | ) | - | |||||||||||||||
| Take 5 Oil Change, LLC | Common Stock (10,692 shares) | - | 1,248 | 356 | - | 1,604 | ||||||||||||||||
| 561 | 13,248 | 356 | (12,000 | ) | 1,604 | |||||||||||||||||
| TCE Holdings, Inc. | Subordinated Debt (12% Cash, 2% PIK) | 529 | - | 12,088 | - | 12,088 | ||||||||||||||||
| TCE Holdings, Inc. | Subordinated Debt (12% Cash, 2% PIK) | 415 | - | 9,633 | - | 9,633 | ||||||||||||||||
| TCE Holdings, Inc. | Class A Common Stock (3,600 shares) | - | - | 3,600 | - | 3,600 | ||||||||||||||||
| 944 | - | 25,321 | - | 25,321 | ||||||||||||||||||
| V12 Holdings | Bridge Note (0% Cash) | - | 280 | 383 | - | 663 | ||||||||||||||||
| V12 Holdings | Tier 2 Note (0% Cash) | - | 34 | 47 | - | 81 | ||||||||||||||||
| V12 Holdings | Senior Subordinated Note (0% Cash) | - | - | 3,598 | - | 3,598 | ||||||||||||||||
| V12 Holdings | Tier 3 Note (0% Cash) | - | 297 | 17 | - | 314 | ||||||||||||||||
| V12 Holdings | Jr. Subordinated Note (0% Cash) | - | 26 | 379 | - | 405 | ||||||||||||||||
| V12 Holdings | Tier 4 Note (0% Cash) | - | - | - | - | - | ||||||||||||||||
| V12 Holdings | Series A-1 Preferred Stock (255,102 shares) | - | - | - | - | - | ||||||||||||||||
| V12 Holdings | Series A-3 Preferred Stock (88,194 shares) | - | - | - | - | - | ||||||||||||||||
| V12 Holdings | Series A-5 Preferred Stock (20,530 shares) | - | - | - | - | - | ||||||||||||||||
| V12 Holdings | Common Stock Warrants (2,063,629 warrants) | - | - | - | - | - | ||||||||||||||||
| - | 637 | 4,424 | - | 5,061 | ||||||||||||||||||
| Total Affiliate Investments | $ | 14,478 | $ | 136,809 | $ | 85,800 | $ | (33,511 | ) | $ | 189,098 | |||||||||||
(1) Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in Control or Affiliate categories, respectively.
(2) Gross additions include increase in the cost basis of investments resulting from new portfolio investment, follow-on investments and accrued PIK interest. Gross additions also include net increases in unrealized appreciation.
(3) Gross reductions include decreases in the total cost basis of investments resulting from principal or PIK repayments, sales and net unrealized depreciation.
| F-22 |
Note 4. Agreements
On September 24, 2013, the Company entered into an investment advisory agreement (the “Investment Advisory Agreement”) with our Investment Advisor, which was approved by the Board of Directors of the Company on June 10, 2013. The initial term of the Investment Advisory Agreement is two years, with automatic, one-year renewals at the end of each year subject to certain approvals by our Board of Directors and/or our stockholders. Subject to the overall supervision of our Board of Directors, our investment adviser manages our day-to-day operations, and provides investment advisory and management services to us. Under the terms of our Investment Advisory Agreement, The Investment Advisor:
| • | determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes; |
| • | identifies, evaluates and negotiates the structure of the investments we make (including performing due diligence on our prospective portfolio companies); |
| • | closes and monitors the investments we make; and |
| • | provides us with other investment advisory, research and related services as we may from time to time require. |
The Investment Advisor’s services under the Investment Advisory Agreement are not exclusive, and it is free to furnish similar services to other entities so long as its services to us are not impaired.
Pursuant to the Investment Advisory Agreement, we have agreed to pay the Investment Advisor a fee for investment advisory and management services consisting of two components — a base management fee and an incentive fee.
The base management fee is calculated at an annual rate of 1.75% of our gross assets, which is our total assets as reflected on our Statements of Assets and Liabilities and includes any borrowings for investment purposes. Although we do not anticipate making significant investments in derivative financial instruments, the fair value of any such investments, which will not necessarily equal their notional value, will be included in our calculation of gross assets. For services rendered under the Investment Advisory Agreement, the base management fee is payable quarterly in arrears. The base management fee will initially be calculated based on the value of our gross assets at the end of the first calendar quarter subsequent to our IPO, and thereafter based on the average value of our gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. For the first twelve months following our IPO, the Investment Advisor has agreed to waive the portion of the base management fee payable on cash and cash equivalents held at the Company level, excluding cash and cash equivalents held by the Legacy Funds that were acquired by the Company in connection with the Formation Transactions.
Prior to the formation transaction, the management fee charged by each Legacy Fund for each fiscal quarter was the lesser of (a) an amount equal to an annual rate of .625% of the sum of (i) the Legacy Fund’s regulatory capital and (ii) the amount of an assumed two tiers of outstanding leverage based on such regulatory capital, or (b) an amount negotiated between the General Partner and the Management Company. The management fee was reduced by certain fees ultimately received by the Management Company from the portfolio companies. Payments of the management fee were made quarterly in advance. Certain direct expenses such as legal, audit, tax, and limited partner expense were the responsibility of the Legacy Fund.
The incentive fee consists of the following two parts:
| F-23 |
The first part of the incentive fee is calculated and payable quarterly in arrears based on our pre-incentive fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus our operating expenses for the quarter (including the base management fee, expenses payable under the Administration Agreement to our Administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but 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 we have not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, computed net of all realized capital losses or unrealized capital appreciation or depreciation. Pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter, is compared to a hurdle of 2.0% per quarter (8.0% annualized). Our net investment income used to calculate this part of the incentive fee is also included in the amount of our gross assets used to calculate the 1.75% base management fee. We pay the Investment Advisor an incentive fee with respect to our pre-incentive fee net investment income in each calendar quarter as follows:
| • | no incentive fee in any calendar quarter in which our pre-incentive fee net investment income does not exceed the hurdle of 2.0%; |
| • | 100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle but is less than 2.5% in any calendar quarter (10.0% annualized). We refer to this portion of our pre-incentive fee net investment income (which exceeds the hurdle but is less than 2.5%) as the “catch-up.” The “catch-up” is meant to provide our investment adviser with 20% of our pre-incentive fee net investment income as if a hurdle did not apply if this net investment income exceeds 2.5% in any calendar quarter; and |
| • | 20% of the amount of our pre-incentive fee net investment income, if any, that exceeds 2.5% in any calendar quarter (10.0% annualized) is payable to Capitala Investment Advisors (once the hurdle is reached and the catch-up is achieved, 20% of all preincentive fee investment income thereafter is allocated to the Investment Advisor). |
The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), commencing with the 2013 calendar year, and will equal 20% of our realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees with respect to each of the investments in our portfolio, provided that, the incentive fee determined as of December 31, 2013 will be calculated for a period of shorter than twelve calendar months to take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation from the inception of the Company.
We will defer cash payment of the portion of any incentive fee otherwise earned by our Investment Advisor that would, when taken together with all other incentive fees paid to our Investment Advisor during the most recent 12 full calendar month period ending on or prior to the date such payment is to be made, exceed 20% of the sum of (a) our pre-incentive fee net investment income during such period, (b) our net unrealized appreciation or depreciation during such period and (c) our net realized capital gains or losses during such period. Any deferred incentive fees will be carried over for payment in subsequent calculation periods to the extent such payment is payable under the Investment Advisory Agreement. Such deferred amounts will be calculated using a period of shorter than 12 full calendar months until 12 full calendar months have passed since completion of our IPO.
For the years ended December 31, 2013, 2012 and 2011 we incurred $5.1 million, $4.2 million and $2.7 million in base management fees, respectively. For the years ended December 31, 2013, 2012 and 2011, our investment advisor waived fees of $0.3 million, $0.2 million and $0, respectively. For the year ended December 31, 2013, we incurred $1.5 million in incentive fees related to pre-incentive fee net investment income.
On September 24, 2013, the Company entered into a separate administration agreement (the “Administration Agreement”) with Capitala Advisors Corp., our Administrator, pursuant to which our Administrator has agreed to furnish us with office facilities, equipment and clerical, bookkeeping and record keeping services at such facilities. Our Administrator also performs, or oversees the performance of, our required administrative services, which include, among other things, being responsible for the financial records that we are required to maintain and preparing reports to our stockholders. In addition, our Administrator assists us in determining and publishing our net asset value, oversees the preparation and filing of our tax returns and the printing and dissemination of reports to our stockholders, and generally oversees the payment of our expenses and the performance of administrative and professional services rendered to us by others.
Payments under the Administration Agreement are equal to an amount based upon our allocable portion of our Administrator’s overhead in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions and our allocable portion of the compensation of our chief financial officer, chief compliance officer and our allocable portion of the compensation of any administrative support staff. Under the Administration Agreement, our Administrator will also provide on our behalf managerial assistance to those portfolio companies that request such assistance. The Administration Agreement will have an initial term of two years and may be renewed with the approval of our Board of Directors. The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party. To the extent that our Administrator outsources any of its functions, we will pay the fees associated with such functions on a direct basis without any incremental profit to our Administrator. Stockholder approval is not required to amend the Administration Agreement.
| F-24 |
The Administration Agreement provides that, absent willful misfeasance, bad faith or negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, our Administrator and its officers, managers, partners, agents, employees, controlling persons, 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 our Administrator’s services under the Administration Agreement or otherwise as Administrator for the Company.
Note 5. Related Party Transactions
At December 31, 2013 and December 31, 2012, the Company had the following receivables from (payables to) related parties relating to certain capital contributions, management fees, incentive fees and reimbursable expenses (dollars in thousands):
| December 31, 2013 | December 31, 2012 | |||||||
| CapitalSouth Corporation | $ | 252 | $ | 256 | ||||
| Phoenix Holdings-NC, Inc. | — | (161 | ) | |||||
| Shareholders/Limited Partners | 267 | 138 | ||||||
| CapitalSouth Partners Fund III, L.P. | 1,118 | 1,062 | ||||||
| Capitala Investment Advisors | (2,670 | ) | — | |||||
| Other | — | 2 | ||||||
| Total | $ | (1,033 | ) | $ | 1,297 | |||
These amounts are reflected in the accompanying statements of financial position under the captions, “Due from related parties”, “Incentive fee payable” and “Due to related parties.”
At times, the Company maintains deposit accounts and certificates of deposit with financial institutions that are shareholders of the Company or were limited partners of a legacy fund prior to the formation transaction. Total deposits with these financial institutions were approximately $2.8 million and $30.3 million at December 31, 2013 and December 31, 2012, respectively.
Note 6. Borrowings
SBA Debentures
The Company, through its two wholly-owned subsidiaries, uses debenture leverage provided through the SBA to fund a portion of its investment portfolio. As of December 31, 2013, the Company has issued $202.2 million of SBA-guaranteed debentures. The Company has issued all SBA-guaranteed debentures that were permitted under each of the Legacy Funds’ respective SBIC licenses (as applicable), and there are no unused SBA debenture commitments remaining. SBA-guaranteed debentures are secured by a lien on all assets of Fund II and Fund III. As of December 31, 2013, Fund II and Fund III had total assets of approximately $393.7 million.
For the years ended December 31, 2013, 2012 and 2011 we recorded $8.4 million, $7.9 million and $5.5 million, respectively, of interest, annual charges, and financing expenses related to the SBA guaranteed debenture, of which $8.1 million, $7.3 million and $5.0 million, respectively, was attributable to interest expense and $0.3 million, $0.6 million and $0.5 million, respectively, of amortization of commitment and upfront fees. The weighted average interest rate for all SBA-guaranteed debentures as of December 31, 2013 and December 31, 2012 was 3.57% and 3.74%, respectively. In addition to the stated interest rate, the SBA also charges an annual fee on all SBA-guaranteed debentures issued, which is included in the Company’s interest expense. The weighted average annual fee for all SBA-guaranteed debentures as of December 31, 2013 and December 31, 2012 was 0.50% and 0.50%, respectively.
| F-25 |
As of December 31, 2013 and December 31, 2012, the Company’s issued and outstanding SBA-guaranteed debentures mature as follows (dollars in thousands):
| Date of Pooling | Fixed Maturity Date | Interest Rate | SBA Annual Charge | December
31, | December 31, | |||||||||||||
| March 1, 2004 | March 1, 2014 | 4.120 | % | 0.855 | % | $ | 2,000 | $ | 2,000 | |||||||||
| September 1, 2004 | September 1, 2014 | 4.684 | % | 0.855 | % | 8,000 | 8,000 | |||||||||||
| September 1, 2005 | September 1, 2015 | 4.941 | % | 0.871 | % | 8,000 | 8,000 | |||||||||||
| March 1, 2006 | March 1, 2016 | 5.524 | % | 0.871 | % | 2,000 | 2,000 | |||||||||||
| September 1, 2006 | September 1, 2016 | 5.535 | % | 0.941 | % | 11,500 | 11,500 | |||||||||||
| March 1, 2009 | March 1, 2019 | 4.620 | % | 0.941 | % | 5,000 | 5,000 | |||||||||||
| September 1, 2010 | September 1, 2020 | 3.215 | % | 0.285 | % | 19,000 | 19,000 | |||||||||||
| March 1, 2011 | March 1, 2021 | 4.084 | % | 0.515 | % | 15,700 | 15,700 | |||||||||||
| March 1, 2011 | March 1, 2021 | 4.084 | % | 0.285 | % | 46,000 | 46,000 | |||||||||||
| March 1, 2012 | March 1, 2022 | 2.766 | % | 0.285 | % | 10,000 | 10,000 | |||||||||||
| March 1, 2012 | March 1, 2022 | 2.766 | % | 0.515 | % | 50,000 | 50,000 | |||||||||||
| March 1, 2013 | March 1, 2023 | 2.351 | % | 0.515 | % | 25,000 | — | |||||||||||
| $ | 202,200 | $ | 177,200 | |||||||||||||||
ASC Topic 820 requires disclosure of the fair value of financial instruments for which it is practical to estimate such value. The Company estimates that the fair value of its SBA-guaranteed debentures is approximately $200.7 million and $185.8 million as of December 31, 2013 and December 31, 2012, respectively. The fair value estimate was based on future contractual cash payments discounted at market interest rates to borrow from the SBA as of the measurement date. Because the market interest rate is considered an unobservable input, SBA-guaranteed debentures are considered a level 3 financial instrument in the fair value hierarchy.
Note 7. Income Taxes
The Company intends to operate so as to qualify to be taxed as a RIC under Subchapter M of the Code and, as such, will not be subject to federal income tax on the portion of taxable income and gains distributed to stockholders.
To qualify as a RIC, the Company is required to meet certain income and asset diversification tests in addition to distributing at least 90% of its investment company taxable income, as defined by the Code. Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary in nature. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.
The Company's first taxable year is anticipated to end on August 31, 2014. The determination of any permanent or temporary differences, as well as the tax basis of distributable earnings/(deficit), tax character of distributions paid, and tax basis of investments cost and unrealized appreciation/depreciation will not be known until the completion of the tax year.
Note 8. Directors Fees
Our independent directors receive an annual fee of $50,000. They also receive $5,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each board meeting, and also receive $5,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each committee meeting. In addition, the chairman of the audit committee receives an annual fee of $10,000 and each chairman of any other committee receives an annual fee of $5,000 for their additional services, if any, in these capacities. For the years ended December 31, 2013, 2012 and 2011, the Company recognized director fee expense of $195,000, $0 and $0, respectively. No compensation is expected to be paid to directors who are “interested persons” of the Company, as such term is defined in Section 2(a)(19) of the 1940 Act.
Note 9. Stockholders’ Equity
On September 24, 2013, we issued 8,974,420 shares of common stock to the limited partners of the Legacy Funds, in exchange for 100% of their membership interests or certain investment assets of such Legacy Fund, as the case may be. On September 30, 2013, we issued 4,000,000 shares of common stock in connection with the closing of our IPO. The shares issued in the IPO were priced at $20.00 per share. We received proceeds of $74.25 million in the IPO, net of underwriters’ discounts and commissions of $5.75 million. As of December 31, 2013, the Company had 12,974,420 shares of common stock outstanding.
| F-26 |
Note 10. Summarized Financial Information of Our Unconsolidated Subsidiary
As of and for the years ended December 31, 2013, 2012, and 2011, the Company held investments in two majority owned portfolio companies, Print Direction, Inc. and Navis Holdings, Inc., that are not consolidated in the Company’s financial statements. The income the Company generated from Print Direction, Inc. which includes all interest, dividends, PIK, fees, and unrealized appreciation was $4.4 million, $2.7 million, and $1.6 million for the years ended December 31, 2013, 2012, and 2011, respectively. The income the Company generated from Navis Holdings, Inc. was $1.6 million, ($1.5) million and $5.4 million for the years ended December 31, 2013, 2012, and 2011, respectively.
The summarized financial information of our unconsolidated subsidiary was as follows (dollars in thousands):
| As of | ||||||||
| Balance Sheet - Print Direction, Inc. | December 31, 2013 | December 31, 2012 | ||||||
| Current assets | $ | 5,738 | $ | 4,871 | ||||
| Noncurrent assets | 5,955 | 5,019 | ||||||
| Total assets | $ | 11,693 | $ | 9,890 | ||||
| Current liabilities | $ | 3,828 | $ | 8,889 | ||||
| Noncurrent liabilities | 10,496 | 1,381 | ||||||
| Total liabilities | $ | 14,324 | $ | 10,270 | ||||
| Total equity | $ | (2,631 | ) | $ | (380 | ) | ||
| For the year ended | ||||||||||||
| Statements of Operations - Print Direction, Inc. | December 31, 2013 | December 31, 2012 | December 31, 2011 | |||||||||
| Net sales | $ | 25,360 | $ | 23,916 | $ | 23,226 | ||||||
| Cost of goods sold | 10,755 | 10,555 | 10,326 | |||||||||
| Gross profit | $ | 14,605 | $ | 13,361 | $ | 12,900 | ||||||
| Other expenses | $ | 12,713 | $ | 12,288 | $ | 12,249 | ||||||
| Income before income taxes | 1,892 | 1,073 | 651 | |||||||||
| Income tax provision | 810 | 417 | 254 | |||||||||
| Net Income | $ | 1,082 | $ | 656 | $ | 397 | ||||||
| As of | ||||||||
| Balance Sheet - Navis Holdings, Inc. | December 31, 2013 | December 31, 2012 | ||||||
| Current assets | $ | 5,216 | $ | 5,423 | ||||
| Noncurrent assets | 5,333 | 7,005 | ||||||
| Total assets | $ | 10,549 | $ | 12,428 | ||||
| Current liabilities | $ | 1,761 | $ | 3,633 | ||||
| Noncurrent liabilities | 7,053 | 6,847 | ||||||
| Total liabilities | $ | 8,814 | $ | 10,480 | ||||
| Total equity | $ | 1,735 | $ | 1,948 | ||||
| For the year ended | ||||||||||||
| Statements of Operations - Navis Holdings, Inc. | December 31, 2013 | December 31, 2012 | December 31, 2011 | |||||||||
| Net sales | $ | 14,177 | $ | 13,268 | $ | 16,583 | ||||||
| Cost of goods sold | 9,833 | 9,092 | 10,701 | |||||||||
| Gross profit | $ | 4,344 | $ | 4,176 | $ | 5,882 | ||||||
| Other expenses | $ | 4,695 | $ | 4,977 | $ | 3,131 | ||||||
| Income (loss) before income taxes | (351 | ) | (801 | ) | 2,751 | |||||||
| Income tax provision (benefit) | (138 | ) | (246 | ) | 417 | |||||||
| Net Income (loss) | $ | (213 | ) | $ | (555 | ) | $ | 2,334 | ||||
| F-27 |
Note 11. Earnings Per Share
In accordance with the provisions of ASC 260, Earnings per Share, basic earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. As of December 31, 2013, there were no dilutive shares.
The following information sets forth the computation of the weighted average basic and diluted net increase in net assets per share from operations for the years ended December 31, 2013, 2012 and 2011(dollars in thousands except share and per share data):
| For the year ended | ||||||||||||
| Basic and diluted | December 31, 2013 | December 31, 2012 | December 31, 2011 | |||||||||
| Net increase in net assets from operations | $ | 28,858 | $ | 49,570 | $ | 25,337 | ||||||
| Weighted average common shares outstanding | 12,974,420 | N/A | N/A | |||||||||
| Net increase in net assets per share from operations-basic and diluted | $ | 2.22 | N/A | N/A | ||||||||
Note 12. Dividend
The Company’s dividends and distributions are recorded on the record date. Shareholders have the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and common stock.
The following table summarizes the Company’s dividend declarations and distributions during the year ended December 31, 2013:
| Date Declared | Record Date | Payment Date | Amount Per Share | |||||
| November 11, 2013 | December 10, 2013 | December 30, 2013 | $ | 0.47 | ||||
| Total Dividends Declared | $ | 0.47 | ||||||
Note 13. Financial Highlights
The following is a schedule of financial highlights for the year ended December 31, 2013 (dollars in thousands, except share and per share data):
| Year Ended December 31, 2013 | ||||
| Per share data: | ||||
| Net asset value at beginning of period(1) | $ | 17.61 | ||
| Net investment income(2) | 1.50 | |||
| Net realized gain on investments | 0.17 | |||
| Net unrealized appreciation on investments | 0.55 | |||
| Net increase in net assets from operations | 2.22 | |||
| Dividends declared from net investment income | (0.47 | ) | ||
| Partners' capital contribution | 1.92 | |||
| Distribution to partners | (0.57 | ) | ||
| Net asset value at end of period | $ | 20.71 | ||
| Net assets at end of period | $ | 268,670 | ||
| Shares outstanding at end of period | 12,974,420 | |||
| Per share market value at end of period | $ | 19.90 | ||
| Total return based on market value(3) | 1.88 | % | ||
| Ratio/Supplemental data: | ||||
| Ratio of net investment income to average net assets(1) | 7.68 | % | ||
| Ratio of incentive fee to average net assets(1) | 0.60 | % | ||
| Ratio of debt related expenses to average net assets(1) | 3.30 | % | ||
| Ratio of other operating expenses net of management fee waiver to average net assets(1) | 2.38 | % | ||
| Ratio of total expenses to average net assets(1) | 6.28 | % | ||
| Portfolio turnover rate(4) | 16.77 | % | ||
| Average debt outstanding(5) | $ | 198,159 | ||
| Average debt outstanding per common share | $ | 15.27 | ||
| Asset coverage ratio per unit(6) | $ | 2,376 | ||
| (1) | Net asset value as of January 1, 2013 and average net assets for year ended December 31, 2013 are presented as if the Offering and Formation Transactions had occurred on January 1, 2013. See Note 2 for a further description of the basis of presentation of the Company’s financial statements. |
| (2) | Net investment income per share is calculated using the weighted average shares outstanding during the period. |
| (3) | Total investment return is calculated assuming a purchase of common shares at the IPO offering price per share at September 25, 2013 of $20.00 and a sale at the current market value on the last day of the period reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Company’s dividend reinvestment plan. Total investment return does not reflect brokerage commissions. Total investment returns covering less than a full period are not annualized. |
| (4) | Portfolio turnover rate is calculated using the lesser of year-to-date sales or year-to-date purchases over the average of the invested assets at fair value. |
| (5) | Based on daily weighted average balance of debt outstanding during the period. |
| (6) | Asset coverage per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness. |
| F-28 |
Note 14. Selected Quarterly Financial Data (Unaudited)
| For the quarter ended | ||||||||||||||||
| (Dollars in thousands, except per share data) | December 31, 2013 | September 30, 2013 | June 30, 2013 | March 31, 2013 | ||||||||||||
| Total investment income | $ | 12,145 | $ | 8,801 | $ | 8,216 | $ | 6,271 | ||||||||
| Net investment income | $ | 6,100 | $ | 5,437 | $ | 4,658 | $ | 3,289 | ||||||||
| Net increase in net assets from operations | $ | 6,797 | $ | 7,909 | $ | 11,583 | $ | 2,569 | ||||||||
| Net investment income per share (1) | $ | 0.47 | $ | 0.42 | $ | 0.36 | $ | 0.25 | ||||||||
| Net increase in net assets from operations per share (1) | $ | 0.52 | $ | 0.61 | $ | 0.89 | $ | 0.20 | ||||||||
| Net asset value per share at end of period (1) | $ | 20.71 | $ | 20.79 | $ | 20.58 | $ | 19.74 | ||||||||
| For the quarter ended | ||||||||||||||||
| (Dollars in thousands, except per share data) | December 31, 2012 | September 30, 2012 | June 30, 2012 | March 31, 2012 | ||||||||||||
| Total investment income | $ | 7,004 | $ | 6,614 | $ | 5,713 | $ | 5,608 | ||||||||
| Net investment income | $ | 3,893 | $ | 3,270 | $ | 3,014 | $ | 2,747 | ||||||||
| Net increase in net assets from operations | $ | 18,696 | $ | 10,778 | $ | 10,238 | $ | 9,858 | ||||||||
| Net investment income per share | N/A | N/A | N/A | N/A | ||||||||||||
| Net increase in net assets from operations per share | N/A | N/A | N/A | N/A | ||||||||||||
| Net asset value per share at end of period | N/A | N/A | N/A | N/A | ||||||||||||
(1) Per share amounts are presented as if the Formation Transactions had occurred on January 1, 2013.
N/A – Not Applicable
Note 15. Subsequent Events
Management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been no subsequent events that occurred during such period that would be required to be recognized in the consolidated financial statements as of and for the year ended December 31, 2013.
On January 2, 2014, the Company invested $8.3 million in Velum Global Credit Management, LLC senior debt that will yield 15% cash interest.
On February 14, 2014, the Company invested $200 thousand in Precision Manufacturing, LLC subordinated debt that will yield 14% PIK interest.
On February 24, 2014, the Company refinanced its outstanding debt with Print Direction, Inc. All existing principal was paid off and a $14.0 million unitranche facility was originated that will yield 15% cash interest.
On February 27, 2014, the Company’s Board of Directors declared a quarterly dividend of $0.47 per share payable on March 26, 2014 to holders of record as of March 14, 2014.
On February 28, 2014, the Company paid off $10.0 million in SBA-Guaranteed debentures due in less than one year, including $2.0 million that matured on March 1, 2014 and prepayment of $8.0 million that was scheduled to mature on September 1, 2014.
| F-29 |
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
| (a) | Evaluation of Disclosure Controls and Procedures |
As of December 31, 2013 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.
| (b) | Management’s Report on Internal Control Over Financial Reporting |
This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by the rules of the Securities and Exchange Commission for newly reporting companies.
| (c) | Changes in Internal Controls Over Financial Reporting |
There has not been any change in our internal controls over financial reporting (as defined in Rule 13a-15 (f) under the Exchange Act) that occurred during the fourth fiscal quarter of 2013 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
None.
| 69 |
We will file a definitive Proxy Statement for our 2014 Annual Meeting of Stockholders with the Securities and Exchange Commission (the “SEC”), pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year. Accordingly, certain information required by Part III has been omitted under General Instruction G(3) to Form 10-K. Only those sections of our definitive Proxy Statement that specifically address the items set forth herein are incorporated by reference.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by Item 10 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2014 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2014 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by Item 12 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2014 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Item 13 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2014 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 14 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2014 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year.
| 70 |
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| a. | The following documents are filed as part of this Annual Report: |
The following financial statements are set forth in Item 8:
INDEX TO FINANCIAL STATEMENTS
|
Page | |
| Report of Independent Registered Public Accounting Firms | F-1 |
| Audited Financial Statements: | |
| Consolidated Statements of Assets and Liabilities as of December 31, 2013 and 2012 | F-3 |
| Consolidated Statements of Operations for the years ended December 31, 2013, December 31, 2012 and December 31, 2011 | F-4 |
| Consolidated Statements of Changes in Net Assets for the years ended December 31, 2013, December 31, 2012 and December 31, 2011 | F-5 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2013, December 31, 2012 and December 31, 2011 | F-6 |
| Consolidated Schedules of Investments as of December 31, 2013 and December 31, 2012 | F-7 |
| Notes to Consolidated Financial Statements | F-11 |
| b. | 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 of Document | |
| 3.1 | Articles of Amendment and Restatement(1) | |
| 3.2 | Certificate of Limited Partnership of CapitalSouth Partners Fund II Limited Partnership(2) | |
| 3.3 | Certificate of Limited Partnership of CapitalSouth Partners SBIC Fund III, L.P.(2) | |
| 3.4 | Bylaws(1) | |
| 3.5 | Form of Amended and Restated Limited Partnership Agreement of CapitalSouth Partners Fund II Limited Partnership(4) | |
| 3.6 | Form of Amended and Restated Agreement of Limited Partnership of CapitalSouth Partners SBIC Fund III, L.P.(4) | |
| 4.1 | Form of Common Stock Certificate(1) | |
| 10.1 | Form of Dividend Reinvestment Plan(1) | |
| 10.2 | Form of Investment Advisory Agreement by and between Registrant and Capitala Investment Advisors, LLC(1) | |
| 10.3 | Form of Custodian Agreement(1) | |
| 10.4 | Form of Administration Agreement by and between Registrant and Capitala Advisors Corp.(1) | |
| 10.5 | Form of Indemnification Agreement by and between Registrant and each of its directors(1) | |
| 10.6 | Form of Trademark License Agreement by and between Registrant and Capitala Investment Advisors, LLC(1) | |
| 10.7 | Form of Purchase and Sale Agreement by and among Registrant, CapitalSouth Partners Fund III, L.P., CapitalSouth Partners SBIC Fund III, L.P. and CapitalSouth Partners SBIC F-III, LLC(4) | |
| 10.8 | Form of Purchase and Sale Agreement by and among Registrant, Atlas Powers Investments, LLC, Markham Hunt Broyhill and John F. McGlinn(4) |
| 71 |
| 10.9 | Form of Purchase and Sale Agreement by and among Registrant, CapitalSouth Partners F-II, LLC, Atlas Powers Investments, LLC, Markham Hunt Broyhill, John F. McGlinn, Capitala Transaction Corp., Joseph B. Alala, III and Chris Norton(4) | |
| 10.10 | Form of Agreement and Plan of Merger by and between Registrant, CS F-II Acquisition Sub, LLC, CapitalSouth Partners Fund II Limited Partnership and CapitalSouth Partners F-II, LLC(4) | |
| 10.11 | Form of Purchase Agreement by and between Registrant, CapitalSouth Partners Fund III, L.P. and CapitalSouth Partners F-III, LLC(4) | |
| 10.12 | Form of Purchase and Sale Agreement by and among Registrant, CapitalSouth Partners Florida Sidecar Fund I, L.P., Florida Growth Fund, LLC and CSP -Florida Mezzanine Fund I, LLC(4) | |
| 10.13 | Form of Purchase Agreement by and among Registrant, CapitalSouth Partners Fund I, Limited Partnership and CapitalSouth Partners, LLC(4) | |
| 10.14 | Form of Purchase and Sale Agreement by and between Registrant and CapitalSouth Corporation (4) | |
| 11.1 | Computation of Per Share Earnings (included in the notes to the financial statements contained in this report) | |
| 14.1 | Code of Ethics (2) | |
| 21.1 | List of Subsidiaries (filed herewith) | |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) | |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)a | |
|
|
||
| 32.1 | Certification of Chief Executive Officer 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith) | |
| 32.2 | Certification of Chief Financial Officer 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
| (1) | Previously filed in connection with the Pre-Effective Amendment No. 1 to Capitala Finance Corp.’s registration statement on Form N-2 (File No. 333-188956) filed on September 9, 2013. |
| (2) | Previously filed in connection with Pre-Effective Amendment No. 2 to Capitala Finance Corp.’s registration statement on Form N-2 (File No. 333-188956) filed on September 16, 2013. |
| (3) | Previously filed in connection with Pre-Effective Amendment No. 4 to Capitala Finance Corp.’s registration statement on Form N-2 (File No. 333-188956) filed on September 20, 2013. |
| (4) | Previously filed in connection with Pre-Effective Amendment No. 5 to Capitala Finance Corp.’s registration statement on Form N-2 (File No. 333-188956) filed on September 24, 2013. |
| c. | Consolidated Financial Statement Schedules |
No consolidated financial statement schedules are filed herewith because (1) such schedules are not required or (2) the information has been presented in the aforementioned financial statements.
| 72 |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
Capitala Finance Corp.
| Date: March 28, 2014 | By |
/s/ Joseph B. Alala III | |
| Joseph B. Alala III | |||
| Chief Executive Officer | |||
| (Principal Executive Officer) | |||
| Capitala Finance Corp. | |||
| Date: March 28, 2014 | By |
/s/ Stephen A. Arnall | |
| Stephen A. Arnall | |||
| Chief Financial Officer | |||
| (Principal Financial and Accounting Officer) | |||
| Capitala Finance Corp. |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date |
| /s/ Joseph B. Alala III | Chief Executive Officer, President and Chairman of the Board of Directors | March 28, 2014 |
| Joseph B. Alala III | (Principal Executive Officer) | |
| /s/ Stephen A. Arnall | Chief Financial Officer | March 28, 2014 |
| Stephen A. Arnall | (Principal Financial and Accounting Officer) | |
| /s/ M. Hunt Broyhill | Director | March 28, 2014 |
| M. Hunt Broyhill | ||
| /s/ R. Charles Moyer | Director | March 28, 2014 |
| R. Charles Moyer | ||
| /s/ Larry W. Carroll | Director | March 28, 2014 |
| Larry W. Carroll | ||
| /s/ H. Paul Chapman | Director | March 28, 2014 |
| H. Paul Chapman |
| 73 |
Exhibit 21.1
List of Subsidiaries
CapitalSouth Partners Florida Sidecar Fund I, L.P. (Delaware)
CSP-Florida Mezzanine Fund I, LLC (North Carolina)
CapitalSouth Partners Fund II Limited Partnership (North Carolina)
CapitalSouth Partners F-II, LLC (North Carolina)
CapitalSouth Partners SBIC Fund III, L.P. (Delaware)
CapitalSouth Partners SBIC F-III, LLC (North Carolina)
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Joseph B. Alala III, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of Capitala Finance Corp.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (c) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: March 28, 2014
| /s/ Joseph B. Alala III | |
| Joseph B. Alala III | |
| Chief Executive Officer | |
| (Principal Executive Officer) | |
| Capitala Finance Corp. |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Stephen A. Arnall, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of Capitala Finance Corp.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (c) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: March 28, 2014
| /s/ Stephen A. Arnall | |
| Stephen A. Arnall | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | |
| Capitala Finance Corp. |
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Capitala Finance Corp. (the “Company”) for the annual period ended December 31, 2013, as filed with the Securities Exchange Commission on the date hereof (the “Report”), I, Joseph B. Alala III, Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: March 28, 2014
| /s/ Joseph B. Alala III | |
| Joseph B. Alala III | |
| Chief Executive Officer | |
| (Principal Executive Officer) | |
| Capitala Finance Corp. |
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Capitala Finance Corp. (the “Company”) for the annual period ended December 31, 2013, as filed with the Securities Exchange Commission on the date hereof (the “Report”), I, Stephen A. Arnall, Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: March 28, 2014
| /s/ Stephen A. Arnall | |
|
Stephen A. Arnall Chief Financial Officer (Principal Financial and Accounting Officer) | |
| Capitala Finance Corp. |