Oxford Square Capital Corp
For the period ended Dec 31, 2024. Filed Mar 5, 2025.
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FY2024 · Filed Mar 5, 2025
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Notes to Financial Statements
NOTE 1. ORGANIZATION
Oxford Square Capital Corp. (“OXSQ” or the “Company”) was incorporated under the General Corporation Laws of the State of Maryland (“MGCL”) on July 21, 2003 and is a closed-end investment company. OXSQ has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, OXSQ has elected to be treated for tax purposes as a regulated investment company (“RIC”), under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) beginning with its 2003 taxable year. The Company’s investment objective is to maximize its total return, by investing primarily in corporate debt securities and collateralized loan obligation (“CLO”) structured finance investments that own corporate debt securities.
OXSQ’s investment activities are managed by Oxford Square Management, LLC (“Oxford Square Management”). Oxford Square Management is an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Oxford Square Management is owned by Oxford Funds, LLC (“Oxford Funds”), its managing member, and Charles M. Royce, a member of OXSQ’s Board of Directors (the “Board” or “Board of Directors”) who holds a minority, non-controlling interest in Oxford Square Management. Under the investment advisory agreement with Oxford Square Management (the “Investment Advisory Agreement”), OXSQ has agreed to pay Oxford Square Management an annual base investment advisory fee (the “Base Fee”) based on its gross assets as well as an incentive fee based on its performance. For further details, please refer to “Note 7. Related Party Transactions.”
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Company follows the accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies.
In the normal course of business, the Company enters into a variety of undertakings containing a variety of warranties and indemnifications that may expose the Company to some risk of loss. The risk of future loss arising from such undertakings, while not quantifiable, is expected to be remote.
USE OF ESTIMATES
The financial statements have been prepared in accordance with GAAP, which requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates, and these differences could be material.
CONSOLIDATION
As provided under Regulation S-X and ASC Topic 946-810, Consolidation (“ASC 946-810”), the Company will generally not consolidate its investment in a company other than a wholly-owned investment company or a controlled operating company whose business consists of providing services to the Company for the periods during which it was held.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of deposits held at custodian banks, and highly liquid investments, such as money market funds, with original maturities of three months or less. The Company places its cash equivalents with financial institutions and, at times, cash held in bank accounts may exceed the Federal Deposit Insurance Corporation insured limit. Cash equivalents are classified as Level 1 assets and are included on the Company’s schedule of investments. Certain cash equivalents are carried at cost or amortized cost, which approximates fair value, and investments held in money market funds are valued at net asset value (“NAV”) per share.
INVESTMENT VALUATION
The Company determines its investment portfolio at fair value in accordance with the provisions of ASC 820, Fair Value Measurement (“ASC 820”) and Rule 2a-5 under the 1940 Act (“Rule 2a-5”). Estimates made in the preparation of the Company’s financial statements include the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded. The Company believes that there is no single definitive method for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments the Company makes. The Company is required to specifically fair value each individual investment on a quarterly basis.
ASC 820-10 clarified the definition of fair value and requires companies to expand their disclosure about the use of fair value to measure assets and liabilities in interim and annual periods subsequent to initial recognition. ASC 820-10 defines fair value as 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 820-10 also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, which includes inputs such as quoted prices for similar securities in active markets and quoted prices for identical securities in markets that are not active; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company considers the attributes of current market conditions on an on-going basis and has determined that due to the general illiquidity of the market for its investment portfolio, whereby little or no market data exists, all of the Company’s investments are based upon Level 3 inputs as of December 31, 2024 and December 31, 2023.
The Board of Directors determines the value of its investment portfolio each quarter. In connection with that determination, members of Oxford Square Management’s portfolio management team prepare a quarterly analysis of each portfolio investment using the most recent portfolio company financial statements, forecasts and other relevant financial and operational information. The Company has and may continue to engage third-party valuation firms to provide assistance in valuing certain of its syndicated loans and bilateral investments, including related equity investments, although the Board of Directors ultimately determines the appropriate valuation of each such investment. Changes in fair value, as described above, are recorded in the statements of operations as net change in unrealized appreciation/depreciation on investments.
Syndicated Loans (Including Senior Secured Notes)
In accordance with ASC 820-10, the Company’s valuation procedures specifically provide for the review of indicative quotes supplied by the large agent banks that make a market for each security. However, the marketplace from which the Company obtains indicative bid quotes for purposes of determining the fair value of its syndicated loan investments has shown attributes of illiquidity as described by ASC 820-10. During such periods of illiquidity, when the Company believes that the non-binding indicative bids received from agent banks for certain syndicated loan investments that it owns may not be determinative of their fair value, or when no market indicative quote is available, the Company has and may continue to engage third-party valuation firms to provide assistance in valuing certain syndicated investments that the Company owns. The third-party valuation firms may use the income or market approach in arriving at a valuation. Unobservable inputs utilized could include discount rates derived from estimated credit spreads and earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiples. In addition, Oxford Square Management analyzes each syndicated loan by reviewing the portfolio company’s financial statements, covenant compliance and recent trading activity in the security, if known, and other business developments related to the portfolio company. All available information, including non-binding indicative bids which may not be determinative of fair value, is presented to the Company’s Valuation Committee (the “Valuation Committee”) to consider in its determination of fair value. In some instances, there may be limited trading activity
in a security even though the market for the security is considered not active. In such cases, the Valuation Committee will consider the number of trades, the size and timing of each trade, and other circumstances around such trades, to the extent such information is available, in its determination of fair value. The Valuation Committee will evaluate the impact of such additional information, and factor it into its consideration of the fair value that is indicated by the analysis provided by third-party valuation firms, if any. All information is presented to the Board for its determination of fair value of these investments.
Collateralized Loan Obligations — Debt and Equity
The Company has acquired debt and equity positions in CLO investment vehicles and can purchase CLO warehouse facilities. These investments are special purpose financing vehicles. In valuing such investments, the Company considers the indicative prices provided by a recognized industry pricing service as a primary source, and the implied yield of such prices, supplemented by actual trades executed in the market at or around period-end, as well as the indicative prices provided by the broker who arranges transactions in such investment vehicles. The Company also considers those instances in which the record date for an equity distribution payment falls on or before the last day of the period, and the likelihood that a prospective purchaser would require a downward adjustment to the indicative price representing substantially all of the pending distribution. Additional factors include any available information on other relevant transactions including firm bids and offers in the market and information resulting from bids-wanted-in-competition. In addition, the Company considers the operating metrics of the specific investment vehicle, including compliance with collateralization tests, defaulted and restructured securities, and payment defaults, if any. In periods of illiquidity and volatility, the Company may rely more heavily on other qualities and metrics, including but not limited to, the collateral manager, time left in the reinvestment period, expected cash flows and overcollateralization ratios, instead of the Company’s generated valuation yields. Oxford Square Management or the Valuation Committee may request an additional analysis by a third-party firm to assist in the valuation process of CLO investment vehicles. All information is presented to the Board for its determination of fair value of these investments.
Bilateral Investments (Including Equity)
Bilateral investments (as defined below) for which market quotations are readily available are valued by an independent pricing agent or market maker. If such market quotations are not readily available, under the valuation procedures approved by the Board, upon the recommendation of the Valuation Committee, a third-party valuation firm will prepare valuations for each of OXSQ’s bilateral investments that, when combined with all other investments in the same portfolio company, have a value as of the previous quarter of greater than or equal to 2.0% of its total assets as of the previous quarter. In addition, in those instances where a third-party valuation is prepared for a portfolio investment which meets the parameters noted above, the frequency of those third-party valuations is based upon the grade assigned to each such security under its credit grading system as follows: Grade 1, at least annually; Grade 2, at least semi-annually; Grades 3, 4, and 5, at least quarterly. Bilateral investments which do not meet the parameters above are not required to have a third-party valuation and, in those instances, a valuation analysis will be prepared by Oxford Square Management. All information is presented to the Board for its determination of fair value of these investments.
The term “Bilateral investments” means debt and equity investments directly negotiated between the Company and a portfolio company, but excludes syndicated loans (i.e., corporate loans arranged by an agent on behalf of a company, portions of which are held by multiple investors in addition to OXSQ).
Refer to “Note 3. Fair Value” in the notes to the Company’s financial statements for more information on investment valuation and the Company’s portfolio of investments.
INVESTMENT INCOME
Interest Income
Interest income is recorded on an accrual basis using the contractual rate applicable to each debt investment and includes the accretion of market discounts and/or original issue discount (“OID”) and amortization of market premiums. Discounts from and premiums to par value on securities purchased are accreted/amortized into interest income over the life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion of discounts and amortization of premiums, if any.
Generally, when interest and/or principal payments on a loan become 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 on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to restructuring such that the interest income is deemed to be collectible. The Company generally restores non-accrual loans to accrual status when past due principal and interest is paid and, in the Company’s judgment, is likely to remain current. As of December 31, 2024, the Company had one debt investment that was on non-accrual status. As of December 31, 2023, the Company had four debt investments that were on non-accrual status. As of December 31, 2022, the Company had three debt investments that were on non-accrual status.
Interest income also includes a payment-in-kind (“PIK”) component on certain investments in the Company’s portfolio. Refer to the section below, “Payment-In-Kind,” for a description of PIK income and its impact on interest income.
Payment-In-Kind
The Company has debt and preferred stock investments in its portfolio that contain contractual PIK provisions. PIK interest and preferred stock dividends are computed at their contractual rates and are accrued into income and recorded as interest and dividend income, respectively. The PIK amounts are added to the principal balances on the capitalization dates. Upon capitalization, the PIK portions of the investments are valued at their respective fair values. If the Company believes that a PIK is not fully expected to be realized, the PIK investment would be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends would be reversed from the related receivable through interest or dividend income, respectively. PIK investments on non-accrual status are restored to accrual status once it becomes probable that such PIK will be ultimately collectible in cash. For the year ended December 31, 2024, approximately $463,000 of PIK interest was recognized as interest income. For the years ended December 31, 2023 and 2022, no PIK interest was recognized as interest income. For years ended December 31, 2024, 2023 and 2022, the Company did not recognize dividend income due to PIK on its preferred stock investments.
Income from Securitization Vehicles and Investments
Income from investments in the equity class securities of CLO vehicles (typically income notes or subordinated notes) is recorded using the effective interest method in accordance with the provisions of ASC 325-40, Beneficial Interests in Securitized Financial Assets, based upon estimated cash flows, amounts and timing, including those CLO equity investments that have not made their inaugural distribution for the relevant period end. The Company monitors the expected residual payments, and effective yield is determined and updated periodically, as needed. Accordingly, investment income recognized on CLO equity securities in the statements of operations differs from both the tax-basis investment income and from the cash distributions actually received by the Company during the period.
The Company also records income on its investments in CLO warehouse facilities based on a stated rate per the underlying note purchase agreement plus accrued interest or, if there is no stated rate, then an estimated rate is calculated using a base case model projecting the timing of the ramp-up of the CLO warehouse facility. For the years ended December 31, 2024, 2023 and 2022, no income was recognized related to CLO warehouse facilities. As of December 31, 2024, 2023 and 2022, the Company did not hold any investments in CLO warehouse facilities.
Other Income
Other income includes prepayment, amendment, and other fees earned by the Company’s loan investments, distributions from fee letters and success fees associated with portfolio investments. Distributions from fee letters are an enhancement to the return on a CLO equity investment and are based upon a percentage of the collateral manager’s fees above the amortized cost, and are recorded as other income when earned. The Company may also earn success fees associated with its investments in certain securitization vehicles or CLO warehouse facilities, which are contingent upon a repayment of the warehouse by a permanent CLO securitization structure; such fees are earned and recognized when the repayment is completed. The Company also earns income on its cash balance, which is swept into a money market fund at the close of business each day and then returned as cash the following business day.
Preferred Stock Dividends
The Company holds preferred stock investments in its portfolio that contain cumulative preferred dividends that accumulate quarterly. The Company will generally record cumulative preferred dividends as investment income when they are received or declared by the portfolio company’s board of directors or upon any voluntary or involuntary liquidation, dissolution or winding up of the portfolio company, and are collectible. There were no cumulative preferred dividends recorded as dividend income during the years ended December 31, 2024, 2023 and 2022, as the Company deemed them to be uncollectible.
DEFERRED DEBT ISSUANCE COSTS
Deferred debt issuance costs consist of fees and expenses incurred in connection with the closing or amending of credit facilities and debt offerings, and are capitalized at the time of payment. These costs are amortized using the straight line method over the terms of the respective credit facilities and debt securities. The amortized expenses are included in interest expense in the Company’s financial statements. The unamortized deferred debt issuance costs are included on the Company’s statements of assets and liabilities as a direct deduction from the related debt liability. Upon early termination or partial principal pay down of debt, or a credit facility, the unamortized costs related to such debt are accelerated into realized losses on extinguishment of debt on the Company’s statements of operations.
EQUITY OFFERING COSTS
Equity offering costs consist of fees and expenses incurred in connection with the registration and public offer and sale of the Company’s common stock, including legal, accounting and printing fees. These costs are deferred at the time of incurrence and are subsequently charged as a reduction to capital when the offering takes place or as shares are issued. Deferred costs are periodically reviewed and expensed if the related registration is no longer active.
SHARE REPURCHASES
From time to time, the Board may authorize a share repurchase program under which shares are purchased in open market transactions. Since the Company is incorporated in Maryland, MGCL requires share repurchases to be accounted for as a share retirement. The cost of repurchased shares is charged against capital on the settlement date.
SECURITIES TRANSACTIONS
Securities transactions are recorded on the trade date. Realized gains and losses on investments sold are recorded on the basis of specific identification. An optional redemption (“optionally redeemed”) feature of a CLO allows a majority of the holders of the equity securities issued by the CLO issuer, after the end of a specified non-call period, to cause the redemption of the secured notes issued by the CLO with proceeds paid either through the liquidation of the CLO’s assets or through a refinancing with new debt. The optional redemption is effectively a voluntary prepayment of the secured debt issued by the CLO prior to the stated maturity of such debt. Distributions received on CLO equity investments where the optional redemption feature has been exercised are first applied to the remaining cost basis until it is reduced to zero, after which distributions are recorded as realized gains.
U.S. FEDERAL 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, to not be subject to U.S. federal income tax on the portion of its taxable income and gains timely distributed to stockholders. To qualify for RIC tax treatment, OXSQ is required to distribute at least 90% of its investment company taxable income annually, meet certain source-of-income requirements annually and certain diversification requirements quarterly and file Form 1120-RIC, as defined by the Code.
Because U.S. 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. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.
The Company recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained, assuming examination by tax authorities. Through December 31, 2024, management has analyzed the Company’s tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken in the Company’s 2024 tax returns. The Company identifies its major tax jurisdictions as U.S Federal and the state of Connecticut. The Company did not have any uncertain tax positions that met the recognition measurement criteria of ASC 740-10-25, Income Taxes, nor did the Company have any unrecognized tax benefits as of the periods presented herein. The Company files tax returns with the Internal Revenue Service and the state of Connecticut. Generally, each of the tax years in the four-year period ended December 31, 2024 remains subject to examination by taxing authorities.
For tax purposes, the cost basis of the portfolio investments as of December 31, 2024 and 2023, was approximately $393,395,734 and $479,922,143, respectively.
NOTE 3. FAIR VALUE
The Company’s assets measured at fair value by investment type on a recurring basis as of December 31, 2024 were as follows:
| Fair Value Measurements at Reporting Date Using | ||||
|---|---|---|---|---|
| Assets ($ in millions) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total |
| Senior Secured Notes | $— | $— | $150.7 | $150.7 |
| CLO Equity | — | — | 104.6 | 104.6 |
| Equity and Other Investments | — | — | 5.6 | 5.6 |
| Total Investments at fair value | — | — | 260.9 | 260.9 |
| Cash equivalents | 34.4 | — | — | 34.4 |
| Total assets at fair value | $34.4 | $— | $260.9 | $295.3 |
The Company’s assets measured at fair value by investment type on a recurring basis as of December 31, 2023 were as follows:
| Fair Value Measurements at Reporting Date Using | ||||
|---|---|---|---|---|
| Assets ($ in millions) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total(1) |
| Senior Secured Notes | $— | $— | $179.5 | $179.5 |
| CLO Equity | — | — | 82.2 | 82.2 |
| Equity and Other Investments | — | — | 5.3 | 5.3 |
| Total Investments at fair value(1) | — | — | 266.9 | 266.9 |
| Cash equivalents | 4.6 | — | — | 4.6 |
| Total assets at fair value | $4.6 | $— | $266.9 | $271.5 |
Significant Unobservable Inputs for Level 3 Investments
The following tables provide quantitative information about the Company’s Level 3 fair value measurements as of December 31, 2024 and December 31, 2023, respectively. The Company’s Valuation Policy, which was previously approved by the Board, establishes parameters for the sources and types of valuation analysis, as well as the methodologies and inputs that the Company uses in determining fair value. If the Valuation Committee or Oxford Square Management determines that additional techniques, sources or inputs are appropriate or necessary
in a given situation, such additional work will be undertaken. The tables, therefore, are not all-inclusive, but provide information on the significant Level 3 inputs that are pertinent to the Company’s fair value measurements. The weighted average calculations in the tables below are based on fair values for all debt related calculations and CLO equity.
| Quantitative Information about Level 3 Fair Value Measurements · Range/Weighted Average(1) · Impact toFair Valuefrom anIncrease inInput(2) | |||||
|---|---|---|---|---|---|
| Assets ($ in millions) · Fair Valueas ofDecember 31,2024 · Valuation Techniques/Methodologies · Unobservable Input | |||||
| Senior Secured Notes | $150.2 | Market quotes | NBIB(3) | 2.0% – 101.0%/75.3% | NA |
| 0.5 | Liquidation Net Asset Value | NBIB(3) | 19.9% – 19.9%/19.9% | NA | |
| CLO equity | 103.6 | Market quotes | NBIB(3) | 0.0% – 83.9%/30.8% | NA |
| 1.0 | Discounted cash flow(5) | Discount rate(6) | 6.0% – 21.1%/20.1% | Decrease | |
| 0.0 | Liquidation Net Asset Value(9) | NBIB(3) | 0.0% – 0.1%/0.0% | NA | |
| Equity and Other Investments | 1.0 | Market quotes | NBIB(3) | $10/ncm(4) | NA |
| 4.6 | Enterprise value(7) | LTM EBITDA(8) | $34.0 million/ncm(4) | Increase | |
| Market multiples(8) · 8.3x – 9.3x/8.8x · Increase | |||||
| Total Fair Value for Level 3 Investments | $260.9 | ||||
(1) Weighted averages are calculated based on fair value of investments.
(2) The impact on the fair value measurement of an increase in each unobservable input is in isolation. The discount rate is the rate used to discount future cash flows in a discounted cash flow calculation. An increase in the discount rate, in isolation, would result in a decrease in the fair value measurement. Market Multiples/EBITDA refer to the input (often derived from the value of a comparable company) that is multiplied by the historic and/or expected EBITDA of a company in order to estimate the company’s value. An increase in the Market Multiples/EBITDA, in isolation, would result in an increase in the fair value measurement.
(3) The Company generally uses prices provided by an independent pricing service, or broker or agent bank non-binding indicative bid prices (“NBIB”), on or near the valuation date as the primary basis for the fair value determinations for syndicated notes, and CLO debt and equity investments, which may be adjusted for pending equity distributions as of valuation date. These bid prices are non-binding and may not be determinative of fair value. Each bid price is evaluated by the Valuation Committee in conjunction with additional information compiled by Oxford Square Management, including financial performance, recent business developments, and, in the case of CLO debt and equity investments, performance and covenant compliance information as provided by the independent trustee.
(4) The calculation of weighted average for a range of values, for a single investment within a given asset category, is not considered to provide a meaningful representation (“ncm”).
(5) The Company calculates the fair value of certain CLO equity investments based upon the net present value of expected contractual payment streams discounted using estimated market yields for the equity tranche of the respective CLO vehicle. The Company also considers those investments in which the record date for an equity distribution payment falls on or before the last day of the period, and the likelihood that a prospective purchaser would require an adjustment to the transaction price representing substantially all of the pending distribution.
(6) Discount rate represents the rate at which future cash flows are discounted to calculate a present value, reflecting market assumptions for risk.
(7) Enterprise value is defined as the total value of a company, including debt and cash. For senior secured notes and equity investments, third-party valuation firms evaluate the financial and operational information of the portfolio companies that the Company provides to them, as well as independent market and industry information that they consider appropriate in forming an opinion as to the fair value of the Company’s securities. In those instances where the carrying value and/or internal credit rating of the investment does not require the use of a third-party valuation firm, a valuation is prepared by Oxford Square Management, which may include liquidation analysis or which may utilize a subsequent transaction to provide an indication of fair value.
(8) EBITDA, or earnings before interest expense, taxes, depreciation and amortization, is an unobservable input which is generally based on the most recently available twelve-month financial statements provided by the portfolio company. Market multiples, also an unobservable input, represent an estimation of where market participants might value an enterprise based upon information available for comparable companies in the market. “LTM” refers to “last twelve months.”
(9) The fair value of those CLO equity positions which have been optionally redeemed are generally valued using a liquidation net asset value basis which represents the estimated expected residual value of the CLO as of the end of the period.
| Quantitative Information about Level 3 Fair Value Measurements · Range/Weighted Average(1) · Impact to Fair Value from an Increase in Input(2) | |||||
|---|---|---|---|---|---|
| Assets ($ in millions) · Fair Value as of December 31, 2023 · Valuation Techniques/ Methodologies · Unobservable Input | |||||
| Senior Secured Notes | $179.0 | Market quotes | NBIB(3) | 10.0% – 99.8%/68.9% | NA |
| 0.5 | Liquidation Net Asset Value | NBIB(3) | 0.0% – 20.2%/1.6% | NA | |
| CLO equity | 70.8 | Market quotes | NBIB(3) | 0.0% – 61.0%/26.1% | NA |
| 10.5 | Yield Analysis | Yield | 12.4% – 22.6%/20.2% | Decrease | |
| 0.8 | Discounted cash flow(6) | Discount rate(7) | 22.2% – 35.5%/23.6% | Decrease | |
| 0.0 | Liquidation Net Asset Value(10) | NBIB(3) | 0.0% – 0.3%/0.2% | NA | |
| Equity | 5.3 | Enterprise value(8) | LTM EBITDA(9) | $40.3 million/ncm(5) | Increase |
| Market multiples(9) · 7.3x – 8.3x/7.8x · Increase | |||||
| Total Fair Value for Level 3 Investments | $266.9 | ||||
(1) Weighted averages are calculated based on fair value of investments.
(2) The impact on the fair value measurement of an increase in each unobservable input is in isolation. The discount rate is the rate used to discount future cash flows in a discounted cash flow calculation. An increase in the discount rate, in isolation, would result in a decrease in the fair value measurement. Market Multiples/EBITDA refer to the input (often derived from the value of a comparable company) that is multiplied by the historic and/or expected EBITDA of a company in order to estimate the company’s value. An increase in the Market Multiples/EBITDA, in isolation, would result in an increase in the fair value measurement. Yield analysis refers to determining a yield through projected, discounted future cash flows. Once the yield is calculated, that yield corresponds to a specific fair value. An increase to the yield, in isolation, would result in a decrease in the fair value measurement.
(3) The Company generally uses prices provided by an independent pricing service, or broker or agent bank non-binding indicative bid prices (“NBIB”), on or near the valuation date as the primary basis for the fair value determinations for syndicated notes, and CLO debt and equity investments, which may be adjusted for pending equity distributions as of valuation date. These bid prices are non-binding and may not be determinative of fair value. Each bid price is evaluated by the Valuation Committee in conjunction with additional information compiled by Oxford Square Management, including financial performance, recent business developments, and, in the case of CLO debt and equity investments, performance and covenant compliance information as provided by the independent trustee.
(4) Prices provided by independent pricing services are evaluated in conjunction with actual trades and payoffs and, in certain cases, the value represented by actual trades or payoffs may be more representative of fair value as determined by the Valuation Committee.
(5) The calculation of weighted average for a range of values, for a single investment within a given asset category, is not considered to provide a meaningful representation (“ncm”).
(6) The Company calculates the fair value of certain CLO equity investments based upon the net present value of expected contractual payment streams discounted using estimated market yields for the equity tranche of the respective CLO vehicle. The Company also considers those investments in which the record date for an equity distribution payment falls on or before the last day of the period, and the likelihood that a prospective purchaser would require an adjustment to the transaction price representing substantially all of the pending distribution.
(7) Discount rate represents the rate at which future cash flows are discounted to calculate a present value, reflecting market assumptions for risk.
(8) Enterprise value is defined as the total value of a company, including debt and cash. For senior secured notes and equity investments, third-party valuation firms evaluate the financial and operational information of the portfolio companies that the Company provides to them, as well as independent market and industry information that they consider appropriate in forming an opinion as to the fair value of the Company’s securities. In those instances where the carrying value and/or internal credit rating of the investment does not require the use of a third-party valuation firm, a valuation is prepared by Oxford Square Management, which may include liquidation analysis or which may utilize a subsequent transaction to provide an indication of fair value.
(9) EBITDA, or earnings before interest expense, taxes, depreciation and amortization, is an unobservable input which is generally based on the most recently available twelve-month financial statements provided by the portfolio company. Market multiples, also an unobservable input, represent an estimation of where market participants might value an enterprise based upon information available for comparable companies in the market. “LTM” refers to “last twelve months.”
(10) The fair value of those CLO equity positions which have been optionally redeemed are generally valued using a liquidation net asset value basis which represents the estimated expected residual value of the CLO as of the end of the period.
Financial Instruments Disclosed, But Not Carried, At Fair Value
The following table presents the carrying value and fair value of the Company’s financial liabilities disclosed, but not carried, at fair value as of December 31, 2024, and the level of each financial liability within the fair value hierarchy:
| ($ in millions) | Carrying Value(1) | Fair Value(2) | Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|---|
| 6.25% Unsecured Notes | $44.5 | $44.4 | $— | $44.4 | $— |
| 5.50% Unsecured Notes | 79.1 | 74.7 | — | 74.7 | — |
| Total | $123.6 | $119.1 | $— | $119.1 | $— |
(1) Carrying value is net of unamortized deferred debt issuance costs. Unamortized deferred debt issuance costs associated with the 6.25% Unsecured Notes totaled approximately $0.3 million as of December 31, 2024. Unamortized deferred debt issuance costs associated with the 5.50% Unsecured Notes totaled approximately $1.4 million as of December 31, 2024.
(2) For the 6.25% Unsecured Notes and 5.50% Unsecured Notes, fair value is based upon the closing price on the last day of the period. The 6.25% Unsecured Notes and 5.50% Unsecured Notes are listed on the NASDAQ Global Select Market (trading symbol “OXSQZ” and “OXSQG”, respectively).
The following table presents the carrying value and fair value of the Company’s financial liabilities disclosed, but not carried, at fair value as of December 31, 2023, and the level of each financial liability within the fair value hierarchy:
| ($ in millions) | Carrying Value(1) | Fair Value(2) | Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|---|
| 6.25% Unsecured Notes | $44.2 | $42.9 | $— | $42.9 | $— |
| 5.50% Unsecured Notes | 78.7 | 72.5 | — | 72.5 | — |
| Total | $122.9 | $115.4 | $— | $115.4 | $— |
(1) Carrying value is net of unamortized deferred debt issuance costs. Unamortized deferred debt issuance costs associated with the 6.25% Unsecured Notes totaled approximately $0.5 million as of December 31, 2023. Unamortized deferred debt issuance costs associated with the 5.50% Unsecured Notes totaled approximately $1.8 million as of December 31, 2023.
(2) For the 6.25% Unsecured Notes and 5.50% Unsecured Notes, fair value is based upon the closing price on the last day of the period. The 6.25% Unsecured Notes and 5.50% Unsecured Notes are listed on the NASDAQ Global Select Market (trading symbol “OXSQZ” and “OXSQG”, respectively).
A reconciliation of thefair value of investments for the year ended December 31, 2024, utilizing significant unobservable inputs, is as follows:
| ($ in millions) | Senior Secured Notes | CLO Equity | Equity and Other Investments | Total(2) |
|---|---|---|---|---|
| Balance at December 31, 2023 | $179.5 | $82.2 | $5.3 | $266.9 |
| Net realized losses included in earnings | (94.4) | (1.9) | — | (96.2) |
| Net unrealized appreciation/(depreciation) included in earnings | 73.2 | 3.5 | (1.1) | 75.7 |
| Accretion of discount | 1.7 | — | — | 1.7 |
| Purchases | 76.3 | 35.2 | 0.7 | 112.2 |
| Repayments and Sales | (85.4) | (1.4) | — | (86.8) |
| Transfers between asset classes | (0.7) | — | 0.7 | — |
| Reductions to CLO Equity cost value(1) | — | (13.0) | — | (13.0) |
| PIK interest income | 0.5 | — | — | 0.5 |
| Transfers in and/or (out) of level 3 | — | — | — | — |
| Balance at December 31, 2024(2) | $150.7 | $104.6 | $5.6 | $260.9 |
| Net change in unrealized (depreciation)/appreciation on Level 3 investments still held as of December 31, 2024 | $(10.0) | $1.1 | $(1.1) | $(10.0) |
(1) Reduction to CLO equity cost value of approximately $13.0 million represented the distributions received, or entitled to be received, on the Company’s investments held in CLO equity subordinated and income notes of approximately $28.4 million, plus the amortization of cost of the Company’s CLO fee notes of approximately $71,000, less the effective yield interest income recognized on the Company’s CLO equity subordinated and income notes of approximately $15.4 million.
A reconciliation of the fair value of investments for the year ended December 31, 2023, utilizing significant unobservable inputs, is as follows:
| ($ in millions) | Senior Secured Notes | CLO Equity | Equity | Total(2) |
|---|---|---|---|---|
| Balance at December 31, 2022 | $211.4 | $98.9 | $4.3 | $314.7 |
| Net realized gains/(losses) included in earnings | 0.3 | (17.3) | — | (17.1) |
| Net unrealized (depreciation)/appreciation included in earnings | (13.0) | 19.2 | 0.9 | 7.1 |
| Accretion of discount | 1.1 | — | — | 1.1 |
| Purchases | 8.2 | 3.5 | — | 11.7 |
| Repayments and Sales | (28.5) | (6.9) | — | (35.4) |
| Reductions to CLO Equity cost value(1) | — | (15.3) | — | (15.3) |
| Transfers in and/or (out) of level 3 | — | — | — | — |
| Balance at December 31, 2023(2) | $179.5 | $82.2 | $5.3 | $266.9 |
| Net change in unrealized (depreciation)/appreciation on Level 3 investments still held as of December 31, 2023 | $(13.9) | $0.9 | $0.9 | $(12.1) |
(1) Reduction to CLO equity cost value of approximately $15.3 million represented the distributions received, or entitled to be received, on the Company’s investments held in CLO equity subordinated and income notes of approximately $32.0 million, plus the amortization of cost of the Company’s CLO fee notes of approximately $123,000, less the effective yield interest income recognized on the Company’s CLO equity subordinated and income notes of approximately $16.8 million.
The following table shows the fair value of the Company’s portfolio of investments by asset class as of December 31, 2024 and 2023:
| December 31, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| ($ in millions) | Investments at Fair Value | Percentage of Total Portfolio | Investments at Fair Value | Percentage of Total Portfolio |
| Senior Secured Notes | $150.7 | 57.8% | $179.5 | 67.2% |
| CLO Equity | 104.6 | 40.1% | 82.2 | 30.8% |
| Equity and Other Investments | 5.6 | 2.1% | 5.3 | 2.0% |
| Total(1) | $260.9 | 100.0% | $266.9 | 100.0% |
NOTE 4. CASH AND CASH EQUIVALENTS
At December 31, 2024, 2023, and 2022, respectively, cash and cash equivalents were as follows:
| December 31, 2024 | December 31, 2023 | December 31, 2022 | |
|---|---|---|---|
| Cash | $493,380 | $1,160,664 | $1,673,650 |
| Cash Equivalents | 34,433,088 | 4,579,889 | 7,345,514 |
| Total Cash and Cash Equivalents | $34,926,468 | $5,740,553 | $9,019,164 |
For further details regarding the composition of cash and cash equivalents, refer to “Note 2. Summary of Significant Accounting Policies.”
NOTE 5. BORROWINGS
In accordance with the 1940 Act, with certain limited exceptions, the Company is only allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% immediately after such borrowing. As of December 31, 2024 and 2023, the Company’s asset coverage for borrowed amounts was approximately 227% and 219%, respectively.
The following are the Company’s outstanding principal amounts, carrying values and fair values of the Company’s borrowings as of December 31, 2024 and December 31, 2023. The fair value of the 6.25% Unsecured Notes is based upon the closing price on the last day of the period. The 6.25% Unsecured Notes are listed on the NASDAQ Global Select Market (trading symbol “OXSQZ”). The fair value of the 5.50% Unsecured Notes is based upon the closing price on the last day of the period. The 5.50% Unsecured Notes are listed on the NASDAQ Global Select Market (trading symbol “OXSQG”).
| As of | ||||||
|---|---|---|---|---|---|---|
| December 31, 2024 | December 31, 2023 | |||||
| ($ in millions) | Principal Amount | Carrying Value(1) | Fair Value | Principal Amount | Carrying Value(1) | Fair Value |
| 6.25% Unsecured Notes | $44.8 | $44.5 | $44.4 | $44.8 | $44.2 | $42.9 |
| 5.50% Unsecured Notes | 80.5 | 79.1 | 74.7 | 80.5 | 78.7 | 72.5 |
| Total(2) | $125.3 | $123.6 | $119.1 | $125.3 | $123.0 | $115.4 |
(1) The Carrying Value represents the aggregate principal amount outstanding less the unamortized deferred issuance costs. As of December 31, 2024, the total unamortized deferred issuance costs for the 6.25% Unsecured Notes and 5.50% Unsecured Notes was approximately $0.3 million, and $1.4 million, respectively. As of December 31, 2023, the total unamortized deferred issuance costs for the 6.25% Unsecured Notes, and 5.50% Unsecured Notes was approximately $0.5 million, and $1.8 million, respectively.
The weighted average stated interest rate and weighted average maturity on the Company’s borrowings as of December 31, 2024 were 5.77% and 2.8 years, respectively, and as of December 31, 2023 were 5.77% and 3.8 years, respectively.
NOTE 5. BORROWINGS (cont.)
The table below summarizes the components of interest expense for the years ended December 31, 2024, 2023 and 2022:
| ($ in thousands) | Stated Interest Expense | Amortization of Deferred Debt Issuance Costs | Total |
|---|---|---|---|
| 6.25% Unsecured Notes | $2,799.4 | $233.8 | $3,033.2 |
| 5.50% Unsecured Notes | 4,427.5 | 386.6 | 4,814.1 |
| Total | $7,226.9 | $620.4 | $7,847.3 |
| ($ in thousands) | Stated Interest Expense | Amortization of Deferred Debt Issuance Costs | Total |
|---|---|---|---|
| 6.50% Unsecured Notes | $2,765.0 | $215.3 | $2,980.3 |
| 6.25% Unsecured Notes | 2,799.4 | 233.2 | 3,032.6 |
| 5.50% Unsecured Notes | 4,427.5 | 385.5 | 4,813.0 |
| Total | $9,991.9 | $834.0 | $10,825.9 |
| ($ in thousands) | Stated Interest Expense | Amortization of Deferred Debt Issuance Costs | Total |
|---|---|---|---|
| 6.50% Unsecured Notes | $4,184.1 | $324.7 | $4,508.8 |
| 6.25% Unsecured Notes | 2,799.4 | 233.2 | 3,032.6 |
| 5.50% Unsecured Notes | 4,427.5 | 385.5 | 4,813.0 |
| Total | $11,411.0 | $943.4 | $12,354.4 |
Notes Payable — 6.50% Unsecured Notes Due 2024 (the “6.50% Unsecured Notes”)
On April 12, 2017, the Company completed an underwritten public offering of approximately $64.4 million in aggregate principal amount of the 6.50% Unsecured Notes. The 6.50% Unsecured Notes had a stated maturity of March 30, 2024, and were redeemable in whole or in part at any time or from time to time at the Company’s option on or after March 30, 2020. The 6.50% Unsecured Notes bore interest at a rate of 6.50% per year, payable quarterly on March 30, June 30, September 30, and December 30 of each year.
On July 24, 2023, the Company redeemed $40.0 million in aggregate principal amount of the 6.50% Unsecured Notes. On September 11, 2023, the Company redeemed $10.0 million in aggregate principal amount of the 6.50% Unsecured Notes. On November 3, 2023, the Company redeemed $7.0 million in aggregate principal amount of the 6.50% Unsecured Notes. On December 21, 2023, the Company redeemed the remaining $7.4 million aggregate principal amount of 6.50% Unsecured Notes. In connection with the December 21, 2023 redemption, the 6.50% Unsecured Notes were delisted from the NASDAQ Global Select Market. There was no accrued interest payable on the 6.50% Unsecured Notes as of December 31, 2023.
With respect to the 6.50% Unsecured Notes, there was no cash paid nor interest expense incurred for the year ended December 31, 2024. The cash paid and the effective annualized interest rate for the year ended December 31, 2023 were approximately $2.8 million and 5.76%, respectively.
NOTE 5. BORROWINGS (cont.)
Notes Payable — 6.25% Unsecured Notes Due 2026 (the “6.25% Unsecured Notes”)
On April 3, 2019, the Company completed an underwritten public offering of approximately $44.8 million in aggregate principal amount of 6.25% Unsecured Notes. The 6.25% Unsecured Notes will mature on April 30, 2026, and may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after April 30, 2022. The 6.25% Unsecured Notes bear interest at a rate of 6.25% per year payable quarterly on January 31, April 30, July 31, and October 31, of each year.
The aggregate accrued interest payable on the 6.25% Unsecured Notes as of December 31, 2024 was approximately $0.5 million, which was approximately the same as of December 31, 2023. As of December 31, 2024 and 2023, the Company had unamortized deferred debt issuance costs of approximately $0.3 million and $0.5 million, respectively, relating to the 6.25% Unsecured Notes. The deferred debt issuance costs are being amortized over the term of the 6.25% Unsecured Notes and are included in interest expense in the statements of operations. The cash paid and the effective annualized interest rate for the year ended December 31, 2024 were approximately $2.8 million and 6.77%, respectively. The cash paid and the effective annualized interest rate for the year ended December 31, 2023 were approximately $2.8 million and 6.77%, respectively.
Notes Payable — 5.50% Unsecured Notes Due 2028 (the “5.50% Unsecured Notes”)
On May 20, 2021, the Company completed an underwritten public offering of approximately $80.5 million in aggregate principal amount of 5.50% Unsecured Notes. The 5.50% Unsecured Notes will mature on July 31, 2028, and may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after May 31, 2024. The 5.50% Unsecured Notes bear interest at a rate of 5.50% per year payable quarterly on January 31, April 30, July 31, and October 31, of each year.
The aggregate accrued interest payable on the 5.50% Unsecured Notes as of December 31, 2024 was approximately $0.7 million, which was approximately the same as of December 31, 2023. As of December 31, 2024 and 2023, the Company had unamortized deferred debt issuance costs of approximately $1.4 million and $1.8 million, respectively, relating to the 5.50% Unsecured Notes. The deferred debt issuance costs are being amortized over the term of the 5.50% Unsecured Notes and are included in interest expense in the statements of operations. The cash paid and the effective annualized interest rate for the year ended December 31, 2024 were approximately $4.4 million and 5.98%, respectively. The cash paid and the effective annualized interest rate for the year ended December 31, 2023 were approximately $4.4 million and 5.98%, respectively.
NOTE 6. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted net increase in net assets resulting from net investment income per share for the years ended December 31, 2024, 2023 and 2022:
| Year Ended December 31, 2024 | Year Ended December 31, 2023 | Year Ended December 31, 2022 | |
|---|---|---|---|
| Net increase in net assets resulting from net investment income per common share – basic and diluted: | |||
| Net investment income | $26,440,412 | $27,359,939 | $20,687,578 |
| Weighted average common shares outstanding – basic | 63,465,255 | 53,919,104 | 49,757,122 |
| Net increase in net assets resulting from net investment income per common share – basic and diluted | $0.42 | $0.51 | $0.42 |
NOTE 6. EARNINGS PER SHARE (cont.)
The following table sets forth the computation of basic and diluted net increase/(decrease) in net assets resulting from operations per share for the years ended December 31, 2024, 2023 and 2022:
| Year Ended December 31, 2024 | Year Ended December 31, 2023 | Year Ended December 31, 2022 | |
|---|---|---|---|
| Net increase/(decrease) in net assets resulting from operations per common share – basic and diluted: | |||
| Net increase/(decrease) in net assets resulting from operations | $5,879,681 | $17,238,028 | $(85,554,899) |
| Weighted average common shares outstanding – basic | 63,465,255 | 53,919,104 | 49,757,122 |
| Net increase/(decrease) in net assets resulting from operations per common share – basic and diluted | $0.09 | $0.32 | $(1.72) |
NOTE 7. RELATED PARTY TRANSACTIONS
The Company pays Oxford Square Management a fee for its services under the Investment Advisory Agreement consisting of — a base investment advisory fee (the “Base Fee”) based on its gross assets, as described below, and two types of incentive fees. The cost of both the Base Fee and any incentive fees earned by Oxford Square Management are ultimately borne by the Company’s common stockholders.
As described in greater detail under Item 1. Business — Investment Advisory Agreement — Advisory Fee in this Annual Report on Form 10-K for the year ended December 31, 2024, the Company first calculates the Base Fee and any incentive fee under the terms of the Investment Advisory Agreement, then calculates the Base Fee and any incentive fee under the terms of the fee waiver letter unilaterally adopted by Oxford Square Management, effective April 1, 2016 (the “2016 Fee Waiver”), and, finally, adopts the lower of the two combined results as the total fees payable to Oxford Square Management.
Base Fee
The Base Fee is payable quarterly in arrears, calculated based on a percentage of the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters, and appropriately prorated for any partial quarter. Accordingly, the Base Fee will be payable regardless of whether the value of the Company’s gross assets has decreased during the quarter.
Under the terms of the Investment Advisory Agreement, the Base Fee is calculated at an annual rate of 2.00%, and appropriately adjusted for any equity or debt capital raises, repurchases, or redemptions during the current calendar quarter.
Under the terms of the 2016 Fee Waiver, for the purpose of calculating the amount of total advisory fees (if any) to be waived during a particular calendar quarter, the Base Fee (as a portion of the total calculation) is calculated at an annual rate of 1.50%, and adjusted pro rata for any share issuances, debt issuances, repurchases or redemptions during the current calendar quarter; provided, however, that no Base Fee is payable on the cash proceeds received by the Company in connection with any share or debt issuances until such proceeds have been invested in accordance with the Company’s investment objectives.
The following table represents the portion of the total advisory fee ascribed to the Base Fee (pursuant to the 2016 Fee Waiver calculation) for the years ended December 31, 2024, 2023 and 2022, respectively:
| ($ in millions) | Year ended December 31, 2024 | Year ended December 31, 2023 | Year ended December 31, 2022 |
|---|---|---|---|
| Base Fee | $4.3 | $4.6 | $5.9 |
The Base Fee payable to Oxford Square Management as of December 31, 2024 and 2023 was approximately $1.2 million and $1.0 million, respectively.
Incentive Fee
The incentive fees are commonly referred to as the “Income Incentive Fee” and the “Capital Gains Incentive Fee,” with the first fee payable quarterly in arrears and the second fee payable in arrears at the end of each calendar year.
Net Investment Income Incentive Fee
The first fee (the “Net Investment Income Incentive Fee”), is determined by reference to the Company’s “Pre-Incentive Fee Net Investment Income” (as defined below). Given that this incentive fee is payable without regard to any gain, loss or unrealized depreciation that may occur during the quarter, Oxford Square Management’s incentive fee may be payable notwithstanding a decline in net asset value that quarter.
Under the terms of the Investment Advisory Agreement, the Net Investment Income Incentive Fee is calculated based on the Company’s “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, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter minus the Company’s operating expenses for the quarter (including the Base Fee, expenses payable under the administration agreement, 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, 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 the Company’s net assets at the end of the immediately preceding calendar quarter, is compared to one-fourth of an annual “hurdle rate.” The annual hurdle rate is determined as of the immediately preceding December 31 st by adding 5.0% to the interest rate then payable on the most recently issued five-year U.S. Treasury Notes, up to a maximum annual hurdle rate of 10.0%. The annual hurdle rates for the 2024, 2023 and 2022 calendar years, calculated as of the immediately preceding December 31, were 8.84%,8.99%, and 6.26%, respectively, under the terms of the Investment Advisory Agreement. The Company’s net investment income (to the extent not distributed to stockholders) used to calculate the Net Investment Income Incentive Fee was also included in the amount of gross assets used to calculate the 2% Base Fee.
a. The operation of the incentive fee with respect to the Company’s Pre-Incentive Fee Net Investment Income for each quarter is as follows:
i. no incentive fee is payable to Oxford Square Management in any calendar quarter in which the Pre-Incentive Fee Net Investment Income does not exceed one fourth of the annual hurdle rate (8.84% for the 2024 calendar year).
ii. 20% of the amount of the Pre-Incentive Fee Net Investment Income, if any, that exceeds one-fourth of the annual hurdle rate (8.84% for the 2024 calendar year) in any calendar quarter is payable to Oxford Square Management (i.e., once the hurdle rate is reached,20% of all Pre-Incentive Fee Net Investment Income thereafter will be allocated to Oxford Square Management).
Under the terms of the 2016 Fee Waiver, for the purpose of calculating the amount of total advisory fees (if any) to be waived during a particular calendar quarter, the Income Incentive Fee (as a portion of the total calculation) is calculated based on the amount by which (x) the “Pre-Incentive Fee Net Investment Income” (as defined below) for the calendar quarter exceeds (y) the “Preferred Return Amount” (as defined below) for the calendar quarter.
a. A “Preferred Return Amount” is calculated on a quarterly basis by multiplying 1.75% by the Company’s net asset value at the end of the immediately preceding calendar quarter.
b. The Net Investment Income Incentive Fee is then calculated as follows:
(a) no Net Investment Income Incentive Fee is payable to Oxford Square Management in any calendar quarter in which the “Pre-Incentive Fee Net Investment Income” does not exceed the “Preferred Return Amount”;
(b) 100% of the “Pre-Incentive Fee Net Investment Income” for such quarter, if any, that exceeds the “Preferred Return Amount” but is less than or equal to a “Catch-Up Amount” determined on a quarterly basis by multiplying 2.1875% by OXSQ’s net asset value at the end of such calendar quarter; and
(c) for any quarter in which the “Pre-Incentive Fee Net Investment Income” exceeds the “Catch-Up Amount,” the Net Investment Income Incentive Fee will be 20% of the amount of the “Pre-Incentive Fee Net Investment Income” for such quarter.
c. There is no accumulation of amounts from quarter to quarter for the “Preferred Return Amount,” and accordingly there is no claw back of amounts previously paid to Oxford Square Management if the “Pre-Incentive Fee Net Investment Income” for subsequent quarters is below the quarterly “Preferred Return Amount,” and there is no delay of payment of incentive fees to Oxford Square Management if the “Pre-Incentive Fee Net Investment Income” for prior quarters is below the quarterly “Preferred Return Amount” for the quarter for which the calculation is being made.
d. The calculation of the Company’s Net Investment Income Incentive Fee is subject to a total return requirement that provides that a Net Investment Income Incentive Fee will not be payable to Oxford Square Management except to the extent 20% of the “cumulative net increase in net assets resulting from operations” (which is the amount, if positive, of the sum of the “Pre-Incentive Fee Net Investment Income,” realized gains and losses and unrealized appreciation and depreciation) during the calendar quarter for which such fees are being calculated and the eleven (11) preceding quarters exceeds the cumulative Net Investment Income Incentive Fees accrued and/or paid for such eleven (11) preceding quarters.
In the event that the advisory fee calculations under the 2016 Fee Waiver produce a higher combined Base Fee and Net Investment Income Incentive Fee for any quarterly period, the combined fees are set to the original (lower) level, calculated pursuant to the Investment Advisory Agreement. In the event that advisory fee calculations under the 2016 Fee Wavier produce a lower combined Base Fee and Net Investment Income Incentive Fee for that quarterly period, those lower combined fees are adopted for that quarterly period. In either case, the lower level of combined fees is used for that quarter, and, accordingly, the advisory fee payable to Oxford Square Management can only be reduced, and never increased, as a result of the 2016 Fee Waiver.
The following table represents the portion of the total advisory fee ascribed to Net Investment Income Incentive Fees (pursuant to the 2016 Fee Waiver calculation) for each of the years ended December 31, 2024, 2023 and 2022, respectively:
| ($ in millions) | Year ended December 31, 2024 | Year ended December 31, 2023 | Year ended December 31, 2022 |
|---|---|---|---|
| Net Investment Income Incentive Fee | $— | $3.7 | $— |
There was no Net Investment Income Incentive Fee payable to Oxford Square Management as of December 31, 2024 and 2023.
Capital Gains Incentive Fee
The Capital Gains Incentive Fee, which is calculated identically under the Investment Advisory Agreement and under the 2016 Fee Waiver, 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), and equals 20% of the Company’s “Incentive Fee Capital Gains,” which consists of its realized capital gains for each calendar year, computed net of all realized capital losses and unrealized capital depreciation for that calendar year. For accounting purposes only, in order to reflect the theoretical Capital Gains Incentive Fee that would be payable for a given period as if all unrealized gains were realized, the Company will accrue a Capital Gains Incentive Fee based upon net realized gains and unrealized depreciation for that calendar year (in accordance with the terms of the Investment Advisory Agreement), plus unrealized appreciation on investments held at the end of the period. It should be noted that a fee so calculated and accrued would not necessarily be payable under the Investment Advisory Agreement and may never be paid based upon the computation of Capital Gains Incentive Fees in subsequent periods. Amounts paid under the Investment Advisory Agreement will be consistent with the formula reflected in the Investment Advisory Agreement.
The amount of Capital Gains Incentive Fee expense related to the hypothetical liquidation of the portfolio (and assuming no other changes in realized or unrealized gains and losses) would only become payable to Oxford Square Management in the event of a complete liquidation of the Company’s portfolio as of period end and the termination of the Investment Advisory Agreement on such date. Also, it should be noted that the Capital Gains Incentive Fee expense fluctuates with the Company’s overall investment results.
There were no Capital Gains Incentive Fees based on hypothetical liquidation for the years ended December 31, 2024, 2023 and 2022. There were no accrued Capital Gains Incentive Fees payable to Oxford Square Management as of December 31, 2024 and 2023.
Administration Agreement
The Company has also entered into the Administration Agreement with Oxford Funds under which Oxford Funds provides administrative services for the Company. The Company pays Oxford Funds an allocable portion of overhead and other expenses incurred by Oxford Funds on its behalf under the Administration Agreement, including a portion of the rent and the compensation of the Chief Financial Officer, accounting staff and other administrative support personnel, which creates potential conflicts of interest that the Board must monitor. The Company also
reimburses Oxford Funds for the costs associated with the functions performed by the Company’s Chief Compliance Officer that Oxford Funds pays on the Company’s behalf pursuant to the terms of an agreement between the Company and ACA Group, LLC.
Oxford Square Management is controlled by Oxford Funds, its managing member. Charles M. Royce, a member of the Board, holds a minority, non-controlling interest in Oxford Square Management. Oxford Funds manages the business and internal affairs of Oxford Square Management. Jonathan H. Cohen, the Company’s Chief Executive Officer, as well as a Director, is the managing member of Oxford Funds. Saul B. Rosenthal, the Company’s President and Chief Operating Officer, is also the President and Chief Operating Officer of Oxford Square Management and a member of Oxford Funds. Messrs. Cohen and Rosenthal together control the equity interests in Oxford Funds.
For the years ended December 31, 2024, 2023 and 2022, the Company incurred approximately $747,000, $825,000 and $916,000, respectively, in compensation expenses for the services of employees allocated to the administrative activities of the Company, pursuant to the Administration Agreement with Oxford Funds. In addition, the Company incurred approximately $55,000, $63,000, and $62,000 for facility costs allocated under the Administration Agreement for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, there were no amounts payable under the Administration Agreement. As of December 31, 2023, there were no amounts payable under the Administration Agreement.
Co-Investment Exemptive Relief
On June 14, 2017, the SEC issued an order permitting the Company and certain of its affiliates to complete negotiated co-investment transactions in portfolio companies, subject to certain conditions (the “Order”). Subject to satisfaction of certain conditions to the Order, the Company and certain of its affiliates are permitted, together with any future BDCs, registered closed-end funds and certain private funds, each of whose investment adviser is Oxford Square Management or an investment adviser controlling, controlled by, or under common control with the Oxford Square Management, to co-invest in negotiated investment opportunities where doing so would otherwise be prohibited under the 1940 Act, providing the Company’s stockholders with access to a broader array of investment opportunities.
Pursuant to the Order, the Company is permitted to co-invest in such investment opportunities with its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of its independent directors make certain conclusions in connection with a co-investment transaction, including, but not limited to, that (1) the terms of the potential co-investment transaction, including the consideration to be paid, are reasonable and fair to the Company and its stockholders and do not involve overreaching in respect of the Company or its stockholders on the part of any person concerned, and (2) the potential co-investment transaction is consistent with the interests of the Company’s stockholders and is consistent with the Company’s then-current investment objective and strategies.
NOTE 8. INVESTMENT INCOME
The following table sets forth the components of investment income for the years ended December 31, 2024, 2023 and 2022, respectively:
| December 31, 2024 | December 31, 2023 | December 31, 2022 | |
|---|---|---|---|
| Interest Income | |||
| Stated interest income | $22,453,772 | $32,434,732 | $23,954,078 |
| PIK interest income | 462,883 | — | — |
| Original issue discount and market discount income | 1,688,134 | 1,094,874 | 880,671 |
| Discount income derived from unscheduled remittances at par | 324,498 | 62,560 | 399,566 |
| Total interest income | 24,929,287 | 33,592,166 | 25,234,315 |
| Income from securitization vehicles and investments | 15,403,586 | 16,796,699 | 17,093,203 |
| Other income | |||
| Fee letters | 661,281 | 649,260 | 544,267 |
| Money market fund income and all other fees | 1,689,051 | 786,056 | 246,327 |
| Total other income | 2,350,332 | 1,435,316 | 790,594 |
| Total investment income | $42,683,205 | $51,824,181 | $43,118,112 |
The 1940 Act requires that a BDC offer significant managerial assistance to its portfolio companies. The Company may receive fee income for managerial assistance it renders to portfolio companies in connection with its investments. For the years ended December 31, 2024, 2023 and 2022, the Company received no fee income for managerial assistance.
NOTE 9. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company enters into a variety of undertakings containing a variety of warranties and indemnifications that may expose the Company to some risk of loss. The risk of future loss arising from such undertakings, while not quantifiable, is expected to be remote.
The Company is not currently subject to any material legal proceedings. From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Company’s rights under contracts with its portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, the Company does not expect that these proceedings will have a material effect upon its results of operations and financial condition.
NOTE 10. FINANCIAL HIGHLIGHTS
The following information sets forth the Company’s financial highlights for the years ending December 31, 2024, 2023, 2022, 2021, 2020, 2019, 2018, 2017, 2016, and 2015.
| Year Ended December 31, 2024 | Year Ended December 31, 2023 | Year Ended December 31, 2022 | Year Ended December 31, 2021 | Year Ended December 31, 2020 | Year Ended December 31, 2019(9) | Year Ended December 31, 2018(9) | Year Ended December 31, 2017(9) | Year Ended December 31, 2016(9) | Year Ended December 31, 2015(9) | |
|---|---|---|---|---|---|---|---|---|---|---|
| Per Share Data | ||||||||||
| Net asset value at beginning of year | $2.55 | $2.78 | $4.92 | $4.55 | $5.12 | $6.60 | $7.55 | $7.50 | $6.40 | $8.64 |
| Net investment income(1)(7) | 0.42 | 0.51 | 0.42 | 0.32 | 0.40 | 0.81 | 0.67 | 0.60 | 0.52 | 0.66 |
| Net realized and unrealized gains (losses)(2)(7) | (0.33) | (0.19) | (2.14) | 0.47 | (0.36) | (1.49) | (0.91) | 0.25 | 1.62 | (1.85) |
| Net increase (decrease) in net asset value from operations | 0.09 | 0.32 | (1.72) | 0.79 | 0.04 | (0.68) | (0.24) | 0.85 | 2.14 | (1.19) |
| Distributions per share from net investment income | (0.42) | (0.54) | (0.42) | (0.42) | (0.61) | (0.80) | (0.73) | (0.66) | (1.06) | (1.14) |
| Distributions based on weighted average share impact | — | (0.01) | — | — | — | — | 0.01 | — | 0.01 | 0.01 |
| Tax return of capital distributions | — | — | — | — | — | — | (0.07) | (0.14) | (0.10) | — |
| Total distributions(3) | (0.42) | (0.55) | (0.42) | (0.42) | (0.61) | (0.80) | (0.79) | (0.80) | (1.15) | (1.13) |
| Effect of shares issued, net of offering expenses | 0.08 | — | — | — | — | — | — | — | — | — |
| Effect of shares issued/repurchased, gross | — | — | — | — | — | — | 0.08 | — | 0.11 | 0.08 |
| Net asset value at end of year | $2.30 | $2.55 | $2.78 | $4.92 | $4.55 | $5.12 | $6.60 | $7.55 | $7.50 | $6.40 |
| Per share market value at beginning of year | $2.86 | $3.12 | $4.08 | $3.05 | $5.44 | $6.47 | $5.74 | $6.61 | $6.08 | $7.53 |
| Per share market value at end of year | $2.44 | $2.86 | $3.12 | $4.08 | $3.05 | $5.44 | $6.47 | $5.74 | $6.61 | $6.08 |
| Total return based on Market Value(4) | (1.64)% | 9.34% | (14.11)% | 47.38% | (31.75)% | (4.14)% | 26.95% | (2.01)% | 33.29% | (4.35)% |
| Total return based on Net Asset Value(5) | 6.67% | 11.15% | (34.96)% | 17.36% | 0.82% | (10.26)% | (1.99)% | 11.33% | 35.31% | (12.73)% |
| Shares outstanding at end of year | 69,758,938 | 59,300,472 | 49,844,796 | 49,690,059 | 49,589,607 | 48,448,987 | 47,650,959 | 51,479,409 | 51,479,409 | 56,396,435 |
| Ratios/Supplemental Data(8) | ||||||||||
| Net assets at end of period (000’s) | $160,665 | $151,309 | $138,672 | $244,595 | $225,427 | $247,999 | $314,724 | $388,419 | $385,992 | $360,935 |
| Average net assets (000’s) | $152,362 | $149,944 | $192,785 | $242,589 | $192,137 | $289,373 | $369,258 | $385,947 | $343,328 | $487,894 |
| Ratio of expenses to average net assets | 10.66% | 16.32% | 11.64% | 8.69% | 8.45% | 8.35% | 6.17% | 7.95% | 12.38% | 9.80% |
| Ratio of net investment income to average net assets | 17.35% | 18.25% | 10.73% | 6.64% | 10.26% | 13.30% | 9.07% | 7.96% | 7.80% | 8.12% |
| Portfolio turnover rate(6) | 33.66% | 3.85% | 17.09% | 11.09% | 23.72% | 12.75% | 35.18% | 43.02% | 25.73% | 24.96% |
(1) Represents per share net investment income for the year, based upon weighted average shares outstanding.
(2) Net realized and unrealized gains include rounding adjustments to reconcile change in net asset value per share.
(3) Management monitors available taxable earnings, including net investment income and realized capital gains, to determine if a tax return of capital may occur for the year. To the extent the Company’s taxable earnings fall below the total amount of the Company’s distributions for that fiscal year, a portion of those distributions may be deemed a tax return of capital to the Company’s stockholders. The ultimate tax character of the Company’s earnings cannot be determined until tax returns are prepared after the end of the fiscal year.
(4) Total return based on market value equals the increase or decrease of ending market value over beginning market value, plus distributions, assuming distribution reinvestment prices obtained under the Company’s distribution reinvestment plan, excluding any discounts divided by the beginning market value per share.
NOTE 10. FINANCIAL HIGHLIGHTS (cont.)
(5) Total return based on net asset value equals the increase or decrease of ending net asset value over beginning net asset value, plus distributions, divided by the beginning net asset value.
(6) Portfolio turnover rate is calculated using the lesser of the annual investment sales and repayments of principal or annual investment purchases over the average of the total investments at fair value.
(7) During the first quarter of 2015, the Company identified a non-material error in its accounting for income from CLO equity investments. Prospectively as of January 1, 2015, the Company records income from its CLO equity investments using the effective yield method in accordance with the accounting guidance in ASC 325-40, Beneficial Interests in Securitized Financial Assets, based upon an estimation of an effective yield to maturity utilizing assumed cash flows. An out-of-period adjustment to Net Investment Income Incentive Fees, in the amount of $2.4 million, or $0.04 per share, is reflected in the year ended December 31, 2015. During the quarter ended September 30, 2015, the Company recorded an out of period adjustment related to a miscalculation of discount accretion which increased interest income and increased investment cost, by approximately $1.4 million. For the year ended December 31, 2015, approximately $1.1 million, or $0.02 per share, of the adjustment related to prior years. The increase in the investment cost has a corresponding effect on the investment’s unrealized depreciation of the same amount. Management concluded the adjustment was not material to previously filed financial statements.
(8) The following table provides supplemental performance ratios measured for the years ended December 31, 2024, 2023, 2022, 2021, 2020, 2019, 2018, 2017, 2016, and 2015:
| Year Ended December 31, 2024 | Year Ended December 31, 2023 | Year Ended December 31, 2022 | Year Ended December 31, 2021 | Year Ended December 31, 2020 | Year Ended December 31, 2019(9) | Year Ended December 31, 2018(9) | Year Ended December 31, 2017(9) | Year Ended December 31, 2016(9) | Year Ended December 31, 2015(9) | |
|---|---|---|---|---|---|---|---|---|---|---|
| Ratio of expenses to average net assets: | ||||||||||
| Expenses before incentivefees | 10.66% | 13.84% | 11.64% | 8.69% | 8.45% | 7.14% | 4.92% | 6.95% | 11.57% | 10.00% |
| Net Investment Income Incentive Fees | —% | 2.47% | —% | —% | —% | 1.21% | 1.24% | 1.00% | 0.81% | (0.19)% |
| Capital Gains IncentiveFees | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% |
| Ratio of expenses, excluding interest expense, to average net assets | 5.51% | 9.10% | 5.23% | 4.36% | 4.35% | 4.93% | 4.21% | 4.61% | 7.37% | 5.73% |
(9) Not covered by the report of the independent registered public accounting firm.
Information about our senior securities is shown in the following tables as of the fiscal years ended December 31, 2024, 2023, 2022, 2021, 2020, 2019, 2018, 2017, 2016, and 2015.
| Year | Total Amount Outstanding Exclusive of Treasury Securities(1) | Asset Coverage Ratio Per Unit(2) | Involuntary Liquidation Preference Per Unit(3) | Average Market Value Per Unit(4) |
|---|---|---|---|---|
| 5.50% Unsecured Notes | ||||
| 2024 | $80,500,000 | $2,269 | — | $22.90 |
| 2023 | $80,500,000 | $2,189 | — | $21.96 |
| 2022 | $80,500,000 | $1,714 | — | $23.50 |
| 2021 | $80,500,000 | $2,267 | — | $25.20 |
| 6.25% Unsecured Notes | ||||
| 2024 | $44,790,750 | $2,269 | — | $24.40 |
| 2023 | $44,790,750 | $2,189 | — | $23.81 |
| 2022 | $44,790,750 | $1,714 | — | $24.62 |
| 2021 | $44,790,750 | $2,267 | — | $25.55 |
| 2020 | $44,790,750 | $3,044 | — | $23.30 |
| 2019(9) | $44,790,750 | $2,786 | — | $25.07 |
NOTE 10. FINANCIAL HIGHLIGHTS (cont.)
| Year | Total Amount Outstanding Exclusive of Treasury Securities(1) | Asset Coverage Ratio Per Unit(2) | Involuntary Liquidation Preference Per Unit(3) | Average Market Value Per Unit(4) |
|---|---|---|---|---|
| OXSQ Funding 2018, LLC Revolving Credit Facility(5)(9) | ||||
| 2019 | $28,090,601 | $2,786 | — | N/A |
| 2018 | $85,679,403 | $3,085 | — | N/A |
| 6.50% Unsecured Notes(8) | ||||
| 2023 | $— | $— | — | $24.90 |
| 2022 | $64,370,225 | $1,714 | — | $25.01 |
| 2021 | $64,370,225 | $2,267 | — | $25.31 |
| 2020 | $64,370,225 | $3,044 | — | $23.65 |
| 2019(9) | $64,370,225 | $2,786 | — | $25.43 |
| 2018(9) | $64,370,225 | $3,085 | — | $25.51 |
| 2017(9) | $64,370,225 | $7,003 | — | $25.90 |
| 2017 Convertible Notes(6)(9) | ||||
| 2016 | $94,542,000 | $2,707 | — | N/A |
| 2015 | $115,000,000 | $2,007 | — | N/A |
| Debt Securitization – TICC 2012-1 CLO LLC Senior Notes(7)(9) | ||||
| 2016 | $129,281,817 | $2,707 | — | N/A |
| 2015 | $240,000,000 | $2,007 | — | N/A |
(1) Total amount of each class of senior securities outstanding at the end of the period presented.
(2) Asset coverage per unit is the ratio of the carrying value of our total 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.
(3) The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it. The “—” in this column indicates that the Securities and Exchange Commission expressly does not require this information to be disclosed for the types of senior securities representing indebtedness issued by OXSQ as of the stated time periods.
(4) Not applicable for any of the senior securities (except for the 6.50% Unsecured Notes,6.25% Unsecured Notes, and 5.50% Unsecured Notes) as they are not registered for public trading. For the 6.50% Unsecured Notes, the amounts represent the average of the daily closing prices on the NASDAQ Global Select Market for the period from April 12, 2017 (date of issuance) through December 31, 2017, for the period from January 1, 2023 through December 21, 2023 (date of full principal repayment and delisting from NASDAQ), and for the years ended December 31, 2022, 2021, 2020, 2019, and 2018. For the 6.25% Unsecured Notes, the amounts represent the average of the daily closing prices on the NASDAQ Global Select Market for the period from April 3, 2019 (date of issuance) through December 31, 2019 and for the years ended December 31, 2024, 2023, 2022, 2021, and 2020. For the 5.50% Unsecured Notes, the amounts represent the average of the daily closing prices on the NASDAQ Global Select Market for the period from May 20, 2021 (date of issuance) through December 31, 2021 and for the years ended December 31, 2024, 2023 and 2022.
(5) The Company fully repaid the OXSQ Funding 2018, LLC Revolving Credit Facility on March 24, 2020.
(6) The Company fully repaid the 2017 Convertible Notes on November 1, 2017.
(7) The Company fully repaid the TICC CLO 2012-1 LLC Senior Notes on August 25, 2017.
(8) The Company fully repaid the 6.50% Unsecured Notes on December 21, 2023.
(9) Not covered by the report of the independent registered public accounting firm.
NOTE 11. DISTRIBUTIONS
The Company intends to continue to operate so as to qualify to be taxed as a RIC under the Code and, as such, the Company would not be subject to federal income tax on the portion of its taxable income and gains distributed to stockholders. To qualify to be taxed as a RIC, the Company is required, among other requirements, to distribute at least 90% of its annual investment company taxable income, as defined by the Code. The amount to be paid out as a distribution each quarter is determined by the Board and is based upon the annual taxable income estimated by the management of the Company. Income calculated in accordance with U.S. federal income tax regulations differs substantially from GAAP income. To the extent that the Company’s cumulative undistributed taxable earnings fall below the amount of distributions declared, however, a portion of the total amount of the Company’s distributions for the fiscal year may be deemed a return of capital for tax purposes to the Company’s stockholders.
The Company intends to comply with the applicable provisions of the Code pertaining to RICs to make distributions of taxable income sufficient to relieve it of substantially all federal income taxes. The Company, at its discretion, may carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on such income. The Company will accrue excise tax on estimated excess taxable income, if any, as required. The Company accrued approximately $483,000 for estimated 2024 excise tax on estimated excess undistributed taxable income. The Company incurred approximately $483,000 in excise tax relating to the tax year ended December 31, 2023. This amount was expensed and paid during the year ended December 31, 2024.
The tax character of distributions declared and paid in 2024 represented, on an estimated basis, $26,666,034 from ordinary income. The tax character of distributions declared and paid in 2023 represented $29,503,040 from ordinary income. The tax character of distributions declared and paid in 2022 represented $20,897,611 from ordinary income.
GAAP requires adjustments to certain components of net assets to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net asset value per share. For 2024, 2023 and 2022, the permanent differences between financial and tax reporting are noted below. These adjustments were the result of book/tax differences in the treatment of unscheduled prepayments, book/tax differences in the treatment of defaulted bonds, extinguishment fees, the treatment of CLO equity investments, non-deductible excise tax paid, and adjustment to certain components of net assets from those originally published in quarterly and annual reports to conform to the current period presentation for comparative purposes.
| December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Adjustment to accumulated net investment income | $2,719,387 | $9,908,779 | $(40,593) |
| Adjustment to accumulated net realized (losses)/gains | (2,502,859) | (8,485,093) | 292,765 |
| Adjustment to total distributable earnings/(accumulated losses) | $216,528 | $1,423,686 | $252,172 |
| Adjustment to capital in excess of par value | $(216,528) | $(1,423,686) | $(252,172) |
The Company has adopted an “opt out” distribution reinvestment plan for its common stockholders. As a result, if the Company makes a cash distribution, then stockholders’ cash distributions will be automatically reinvested in additional shares of its common stock, unless they specifically “opt out” of the distribution reinvestment plan so as to receive cash distributions. During the years ended December 31, 2024, 2023 and 2022, the Company issued 326,184,309,016 and 154,737 shares, respectively, of common stock to stockholders for approximately $0.9 million, $0.9 million, and $0.5 million, respectively, in connection with the distribution reinvestment plan. During the year ended December 31, 2024, 2023 and 2022, the Company’s dividend administrator did not purchase any shares in the open market to satisfy the reinvestment portion of the Company’s dividends.
NOTE 11. DISTRIBUTIONS (cont.)
For U.S. federal income tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. These capital losses can be carried forward for an indefinite period and will retain their character as either short-term or long-term capital losses. As of December 31, 2024, the Company had $1,712,132 of short-term capital losses and $228,083,468 of long-term capital losses available to be carried forward for an indefinite period. The tax character of distributions for the year ended December 31, 2024, represented, on an estimated basis, $0.42 per share, from ordinary income. For the year ended December 31, 2024, the amounts and sources of distributions reported are only estimates (based on an average of the reported tax character historically) and are not being provided for U.S. tax reporting purposes. Because the Company believes the historical tax characteristics of distributions is the most useful information which is readily available, the Company has used the average of all years from the inception of the Company in providing the estimates herein. However, the timing and character of distributions for federal income tax purposes (which are determined in accordance with the U.S. federal tax rules which may differ from GAAP) may be materially different than the historical information the Company used in providing the estimates herein. The final determination of the source of all distributions in 2024 will be made after year-end and the amounts represented may be materially different from the amounts disclosed in the final Form 1099-DIV notice. The actual amounts and sources of the amounts for tax reporting purposes may be subject to change based on tax regulations.
As of December 31, 2024, 2023 and 2022, the estimated components of distributable earnings/(accumulated losses) on a tax basis were as follows:
| December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Distributable ordinary income | $34,362,889 | $34,551,675 | $30,254,968 |
| Capital loss carry forward | (229,795,600) | (128,925,720) | (103,955,360) |
| Unrealized depreciation on investments | (132,542,875) | (213,031,716) | (221,821,951) |
| Other timing differences | — | — | (1,042,092) |
| Total accumulated losses | $(327,975,586) | $(307,405,761) | $(296,564,435) |
The 2024 amounts will be finalized at or before filing the U.S. federal income tax return.
NOTE 12. NET ASSET VALUE PER SHARE
The Company’s net asset value per share as of December 31, 2024, and December 31, 2023, was $2.30 and $2.55, respectively. In determining the Company’s net asset value per share, the Board determined in good faith the fair value of the Company’s portfolio investments for which reliable market quotations are not readily available.
NOTE 13. SHARE ISSUANCE AND REPURCHASE PROGRAMS
On August 22, 2023, the Company entered into Amendment No. 1 to the Equity Distribution Agreement dated August 1, 2019 with Ladenburg Thalmann & Co. through which the Company may offer for sale, from time to time, up to $150.0 million of our common stock through an At-the-Market (“ATM”) offering. On August 16, 2024, the Company entered into an amended and restated equity distribution agreement (the “Amended and Restated Equity Distribution Agreement”) with Lucid Capital Markets, LLC and Ladenburg Thalmann & Co. Inc., as the sales agents, to add Lucid Capital Markets, LLC as an additional sales agent to the Amended and Restated Equity Distribution Agreement. The Company sold a total of 10,132,282 shares of common stock pursuant to the ATM offering during the year ended December 31, 2024. The total amount of capital raised net of underwriting fees and offering costs was approximately $29.2 million during the year ended December 31, 2024. The Company sold a total of 2,695,388 shares of common stock pursuant to the ATM offering during the year ended December 31, 2023. The
NOTE 13. SHARE ISSUANCE AND REPURCHASE PROGRAMS (cont.)
total amount of capital raised net of underwriting fees and offering costs was approximately $8.0 million during the year ended December 31, 2023. The Company did not sell any shares of common stock under the ATM program during the year ended December 31, 2022.
From time to time, the Board may authorize a share repurchase program under which shares are purchased in open market transactions. Since the Company is incorporated in Maryland, MGCL requires share repurchases to be accounted for as a share retirement. The cost of repurchased shares is charged against capital on the settlement date. During the years ended December 31, 2024, 2023, and 2022 the Company was not authorized to repurchase any shares of outstanding common stock.
NOTE 14. STOCKHOLDERS’ EQUITY
On June 22, 2023, the Company completed a transferable rights offering, issuing approximately 6.5 million shares at a subscription price of $2.66 per share. Total proceeds, net of underwriting and offering costs, were approximately $16.0 million. Approximately 1.7 million shares were purchased in the rights offering by affiliates of Oxford Square Management.
NOTE 15. SEGMENT REPORTING
The Company operates as a single operating and reporting segment and its primary business objective is to maximize its investment portfolio’s total return. The chief operating decision maker (“CODM”) is a combination of the Company’s chief executive officer and president. The CODM evaluates performance through the Company’s net asset value, net investment income and net increase/decrease in net assets resulting from operations. These performance measures also aid the CODM in providing information to the Board of Directors for the process of determining the amount of distributions to be distributed to the Company’s stockholders. The Company’s significant segment expenses are listed on the accompanying statements of operations.
NOTE 16. SELECTED QUARTERLY DATA (unaudited)
| Quarter Ended December 31 | Quarter Ended September 30 | Quarter Ended June 30 | Quarter Ended March 31 | |
|---|---|---|---|---|
| Total Investment Income | $10,219,401 | $10,340,924 | $11,445,456 | $10,677,424 |
| Net Investment Income | 5,993,795 | 6,187,155 | 7,721,906 | 6,537,556 |
| Net increase/(decrease) in Net Assets resulting from Operations | 3,263,607 | (874,541) | 5,259,005 | (1,768,390) |
| Net increase in Net Assets resulting from Net Investment Income, per common share, basic and diluted | $0.09 | $0.10 | $0.13 | $0.11 |
| Net increase/(decrease) in Net Assets resulting from Operations, per common share, basic and diluted(1) | $0.05 | $(0.01) | $0.09 | $(0.03) |
(1) The summation of quarterly per share amounts may not tie to annual per share amounts due to share issuances and rounding.
NOTE 16. SELECTED QUARTERLY DATA (unaudited) (cont.)
| Quarter Ended December 31 | Quarter Ended September 30 | Quarter Ended June 30 | Quarter Ended March 31 | |
|---|---|---|---|---|
| Total Investment Income | $12,324,049 | $13,045,354 | $13,512,980 | $12,941,798 |
| Net Investment Income | 7,764,556 | 6,438,818 | 6,665,781 | 6,490,784 |
| Net (decrease)/increase in Net Assets resulting from Operations | (7,310,695) | 6,692,836 | 11,587,404 | 6,268,483 |
| Net increase in Net Assets resulting from Net Investment Income, per common share, basic and diluted | $0.13 | $0.11 | $0.13 | $0.13 |
| Net (decrease)/increase in Net Assets resulting from Operations, per common share, basic and diluted(1) | $(0.13) | $0.12 | $0.23 | $0.13 |
(1) The summation of quarterly per share amounts may not tie to annual per share amounts due to share issuances and rounding.
| Quarter Ended December 31 | Quarter Ended September 30 | Quarter Ended June 30 | Quarter Ended March 31 | |
|---|---|---|---|---|
| Total Investment Income | $11,914,559 | $11,398,132 | $9,939,551 | $9,865,870 |
| Net Investment Income | 6,537,830 | 5,555,846 | 4,343,528 | 4,250,374 |
| Net decrease in Net Assets resulting from Operations | (22,775,383) | (11,146,916) | (43,435,411) | (8,197,189) |
| Net increase in Net Assets resulting from Net Investment Income, per common share, basic and diluted | $0.13 | $0.11 | $0.09 | $0.09 |
| Net decrease in Net Assets resulting from Operations, per common share, basic and diluted(1) | $(0.46) | $(0.22) | $(0.87) | $(0.16) |
(1) The summation of quarterly per share amounts may not tie to annual per share amounts due to rounding.
NOTE 17. RECENT ACCOUNTING PRONOUNCEMENTS
In November 2024, the FASB issued ASU 2024-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures” (“ASU 2024-03”), which requires public business entities to disclose disaggregated expense details in their income statements, including categories such as employee compensation, depreciation, and amortization. The update aims to enhance transparency by requiring tabular disclosures and qualitative descriptions for unspecified amounts. Additionally, entities must report total selling expenses and their definitions annually. The standard is effective for annual periods beginning after December 15, 2026, with interim periods following in 2027, and early adoption is permitted. The Company is currently assessing the impact of this guidance, however, the Company does not expect a material impact on its financial statements.
Other than the aforementioned guidance, the Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.
NOTE 18. SUBSEQUENT EVENTS
The Board declared the following distributions payable to stockholders as shown below:
| Date Declared | Record Dates | Payable Dates | Per Share Distribution Amount Declared |
|---|---|---|---|
| October 31, 2024 | January 17, 2025 | January 31, 2025 | $0.035 |
| October 31, 2024 | February 14, 2025 | February 28, 2025 | $0.035 |
| October 31, 2024 | March 17, 2025 | March 31, 2025 | $0.035 |
| February 27, 2025 | April 16, 2025 | April 30, 2025 | $0.035 |
| February 27, 2025 | May 16, 2025 | May 30, 2025 | $0.035 |
| February 27, 2025 | June 16, 2025 | June 30, 2025 | $0.035 |
The Company’s management evaluated subsequent events through the date of issuance of these financial statements and noted no other events that necessitate adjustments to or disclosure in the financial statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.