Oxford Square Capital Corp.
For the period ended Jun 30, 2025. Filed Aug 12, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 12, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-01.
0001213900-25-037835
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-12.
0001213900-25-074439
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 150 previous paragraphs and 155 current paragraphs.
98 unchanged; 45 reworded; 8 added; 5 removed; 2 previous and 4 current paragraphs rearranged.
Tables are not compared: 12 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
There were no net investment income incentive fees for the three and six months ended June 30, 2025 and 2024.
Current report
For the six months ended June 30, 2025, we recognized net realized losses on investments of approximately $14.5 million.
Current report
Net investment income for the three months ended June 30, 2025 and June 30, 2024 was approximately $5.5 million and $7.7 million, respectively. Net investment income for the six months ended June 30, 2025 and June 30, 2024 was approximately $11.6 million and $14.3 million, respectively. That decrease in net investment income was primarily due to a decrease in interest income and interest expense, partially offset by an increase in excise tax and compensation expense.
Current report
Net decrease in net assets resulting from operations for the six months ended June 30, 2025 was approximately $3.7 million compared with a net increase in net assets resulting from operations of approximately $3.5 million for the six months ended June 30, 2024.
Current report
reflecting the payment of distributions of approximately $14.6 million and principal repayment of the 6.25% Unsecured Notes of $10.0 million, partially offset by the net proceeds of the issuance of common stock in connection with our at-the-market (“ATM”) program of approximately $15.1 million.
Current report
We have applied for a new exemptive relief order which, if granted, would supersede the Order with respect to negotiated co-investment transactions alongside certain Regulated Funds and Affiliated Entities (each as defined in the application). There can be no assurance that we will obtain such new exemptive relief from the SEC.
Current report
We redeemed $10.0 million in aggregate principal amount of the $34.8 million in aggregate principal amount of issued and outstanding 6.25% Unsecured Notes on July 18, 2025, or the “July Redemption Date.” The Notes were redeemed at 100% of their principal amount ($25 per Note), plus the accrued and unpaid interest thereon from April 30, 2025, to, but not including, the July Redemption Date.
Current report
On August 7, 2025, we completed an underwritten public offering of approximately $65.0 million in aggregate principal amount of our 7.75% Unsecured Notes due 2030 (the “7.75% Notes”). We granted the underwriters an option to purchase up to an additional $9.75 million in aggregate principal amount of notes. The 7.75% Notes will mature on July 31, 2030, and may be redeemed in whole or in part at any time or from time to time at our option on or after July 31, 2027. The 7.75% Notes bear interest at a rate of 7.75% per year payable quarterly on January 31, April 30, July 31 and October 31 of each year. The 7.75% Notes are listed on the NASDAQ Global Select Market under the trading symbol “OXSQH.”
Removed paragraphs (5)
Previous report
(1) Change in prior period was made to conform to the current period presentation.
Previous report
(2) For the three months ended March 31, 2025, the Company earned approximately $131,000 of PIK fees.
Previous report
For the three months ended March 31, 2024, we recognized realized losses of approximately $8.1 million. $7.9 million of those realized losses were recognized on our former investments in Alvaria, Inc. first and second lien senior secured notes, as Alvaria, Inc. went through a debt restructuring. We also sold a CLO equity investment for approximately $1.4 million and recognized a realized loss of approximately $236,000.
Previous report
Net investment income for the three months ended March 31, 2025 and March 31, 2024 was approximately $6.1 million and $6.5 million, respectively.
Previous report
Net Decrease Net Assets Resulting from Operations
Reworded paragraphs (45)
Previous wording
We generally expect to invest between $5 million and $50 million in each of our portfolio companies, although this investment size may vary proportionately as the size of our capital base changes and market conditions warrant. We expect that our investment portfolio will be diversified among a large number of investments with few investments, if any, exceeding 5.0% of the total portfolio. As of March 31, 2025, our debt investments had stated interest rates of between 7.07% and 12.87% and maturity dates of between 0 and 83 months. In addition, our total portfolio had a weighted average annualized yield on debt investments of approximately 14.31% as of March 31, 2025.
Current wording
We generally expect to invest between $5 million and $25 million in each of our portfolio companies, although this investment size may vary proportionately as the size of our capital base changes and market conditions warrant. We expect that our investment portfolio will be diversified among a large number of investments with
Previous wording
During the three months ended March 31, 2025, U.S. loan market performance weakened versus the prior quarter. U.S. loan prices, as defined by the Morningstar/LSTA US Leveraged Loan Index, decreased from 97.33% of par as of December 31, 2024 to 96.31% of par as of March 31, 2025.
Current wording
During the three months ended June 30, 2025, U.S. loan market performance weakened versus the three months ended March 31, 2025. U.S. loan prices, as defined by the Morningstar/LSTA US Leveraged Loan Index, increased from 96.31% of par as of March 31, 2025 to 97.07% of par as of June 30, 2025.
Previous wording
As of March 31, 2025, the Company’s Board of Directors approved the fair value of the Company’s investment portfolio of approximately $243.2 million in good faith in accordance with the Company’s valuation procedures.
Current wording
As of June 30, 2025, the Company’s Board of Directors approved the fair value of the Company’s investment portfolio of approximately $241.5 million in good faith in accordance with the Company’s valuation procedures.
Previous wording
The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) disclosure of contingent assets and liabilities at the date of the financial statements, and (iii) revenues and expenses during the periods reported. Our critical accounting estimates, including those relating to the valuation of our investment portfolio, are described below. Actual results could materially differ from those estimates. The critical accounting estimates should be read in conjunction with our risk factors as disclosed in Item 1A. — Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2024. See “Note 3. Summary of Significant Accounting Policies” to our financial statements for the three months ended March 31, 2025 for more information on our critical accounting policies.
Current wording
The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) disclosure of contingent assets and liabilities at the date of the financial statements, and (iii) revenues and expenses during the periods reported. Our critical accounting estimates, including those relating to the valuation of our investment portfolio, are described below. Actual results could materially differ from those estimates. The critical accounting estimates should be read in conjunction with our risk factors as disclosed in Item 1A. — Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2024. See “Note 3. Summary of Significant Accounting Policies” to our financial statements for the three and six months ended June 30, 2025 for more information on our critical accounting policies.
Previous wording
ASC 820 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 also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:
Current wording
ASC 820 clarifies 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 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 also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:
Previous wording
The total fair value of our investment portfolio was approximately $243.2 million and $260.9 million as of March 31, 2025, and December 31, 2024, respectively. The decrease in the value of investments during the three month period ended March 31, 2025, was due primarily to debt repayments of approximately $8.7 million, sales of investments of approximately $10.7 million, net realized losses of approximately $12.2 million, and net unrealized depreciation on our investment portfolio of approximately $2.1 million (which incorporates reductions to CLO equity cost value of $1.7 million), which were partially offset by investment acquisitions of approximately $16.0 million.
Current wording
The total fair value of our investment portfolio was approximately $241.5 million and $260.9 million as of June 30, 2025, and December 31, 2024, respectively. The decrease in the value of investments during the six month period ended June 30, 2025, was due primarily to net realized losses of approximately $14.5 million, debt repayments of approximately $8.9 million, sales of securities of approximately $10.7 million, and net unrealized depreciation on our investment portfolio of approximately $0.8 million (which incorporates reductions to CLO equity cost value of approximately $3.5 million), which were partially offset by investment acquisitions of approximately $16.0 million.
Previous wording
A reconciliation of the investment portfolio for the three months ended March 31, 2025 and the year ended December 31, 2024 follows:
Current wording
A reconciliation of the investment portfolio for the six months ended June 30, 2025 and the year ended December 31, 2024 follows:
Previous wording
(1) For the three months ended March 31, 2025, the reductions to CLO equity cost value of approximately $1.7 million represented the distributions received, or entitled to be received, on our investments held in CLO equity subordinated and income notes of approximately $5.7 million, plus the amortization of cost on our CLO fee notes of approximately $6,000, less the effective yield interest income recognized on our CLO equity subordinated and income notes of approximately $4.0 million. For the year ended December 31, 2024, the reductions to CLO equity cost value of approximately $13.0 million represented the distributions received, or entitled to be received, on our investments held in CLO equity subordinated and income notes of approximately $28.4 million, plus the amortization of cost on our CLO fee notes of approximately $71,000, less the effective yield interest income recognized on our CLO equity subordinated and income notes of approximately $15.4 million.
Current wording
(1) For the six months ended June 30, 2025, the reductions to CLO equity cost value of approximately $3.5 million represented the distributions received, or entitled to be received, on our investments held in CLO equity subordinated and income notes of approximately $11.3 million, plus the amortization of cost on our CLO fee notes of approximately $12,000, less the effective yield interest income recognized on our CLO equity subordinated and income notes of approximately $7.8 million. For the year ended December 31, 2024, the reductions to CLO equity cost value of approximately $13.0 million represented the distributions received, or entitled to be received, on our investments held in CLO equity subordinated and income notes of approximately $28.4 million, plus the amortization of cost on our CLO fee notes of approximately $71,000, less the effective yield interest income recognized on our CLO equity subordinated and income notes of approximately $15.4 million.
Previous wording
During the three months ended March 31, 2025 we purchased approximately $16.0 million in portfolio investments, all of which represented investments in new portfolio companies. During the year ended December 31, 2024, we purchased approximately $112.2 million in portfolio investments, including additional investments of approximately $31.0 million in existing portfolio companies and approximately $81.2 million in new portfolio companies.
Current wording
During the six months ended June 30, 2025 we purchased approximately $16.0 million in portfolio investments, all of which represented investments in new portfolio companies. During the year ended December 31, 2024, we purchased approximately $112.2 million in portfolio investments, including additional investments of approximately $31.0 million in existing portfolio companies and approximately $81.2 million in new portfolio companies.
Previous wording
For the three months ended March 31, 2025, we recognized proceeds from the sales of securities of approximately $10.7 million. For the year ended December 31, 2024, we recognized proceeds from the sales of securities of approximately $11.8 million. Also, during the three months ended March 31, 2025 and the year ended December 31, 2024, we had loan principal repayments of approximately $8.7 million and $75.0 million, respectively.
Current wording
For the six months ended June 30, 2025 and the year ended December 31, 2024, we recognized proceeds from the sales of securities of approximately $10.7 million and $11.8 million, respectively. Also, during the six months ended June 30, 2025 and the year ended December 31, 2024, we had loan principal repayments of approximately $8.9 million and $75.0 million, respectively.
Previous wording
As of March 31, 2025, we had investments in debt securities of, or loans to, 20 portfolio companies, with a fair value of approximately $147.3 million, CLO equity investments of approximately $91.3 million, and equity and other investments of approximately $4.5 million.
Current wording
As of June 30, 2025, we had investments in debt securities of, or loans to, 20 portfolio companies, with a fair value of approximately $146.8 million, CLO equity investments of approximately $89.3 million, and equity and other investments of approximately $5.3 million.
Previous wording
The following table indicates the quarterly portfolio investment activity for the past five quarters:
Current wording
The following table indicates the quarterly portfolio investment activity for the past six quarters:
Previous wording
Qualifying assets must represent at least 70.0% of the Company’s total assets at the time of acquisition of any additional non-qualifying assets. As of March 31, 2025 and December 31, 2024, we held qualifying assets that represented 67.1% and 63.8%, respectively, of the total assets. No additional non-qualifying assets were acquired during the periods when qualifying assets were less than 70.0% of the total assets.
Current wording
Qualifying assets must represent at least 70.0% of the Company’s total assets at the time of acquisition of any additional non-qualifying assets. As of June 30, 2025 and December 31, 2024, we held qualifying assets that represented 67.6% and 63.8%, respectively, of the total assets. No additional non-qualifying assets were acquired during the periods when qualifying assets were less than 70.0% of the total assets.
Previous wording
A portion of our investments are, and will continue to be, in the grades 3, 4 or 5 categories from time to time, and, as such, we are required to work with troubled portfolio companies to improve their business and protect our investment. The number and amount of investments included in grades 3, 4 or 5 may fluctuate from period to period.
Current wording
We expect that a portion of our investments will be in the grades 3, 4 or 5 categories from time to time, and, as such, we will be required to work with troubled portfolio companies to improve their business and protect our investment. The number and amount of investments included in grades 3, 4 or 5 may fluctuate from period to period.
Previous wording
Set forth below is a comparison of our results of operations for the three months ended March 31, 2025 to the three months ended March 31, 2024.
Current wording
Set forth below is a comparison of our results of operations for the three and six months ended June 30, 2025 to the three and six months ended June 30, 2024.
Previous wording
Investment income for the three months ended March 31, 2025 and March 31, 2024 was approximately $10.2 million and $10.7 million, respectively. The following tables set forth the components of investment income for the three months ended March 31, 2025 and March 31, 2024:
Current wording
Investment income for the three months ended June 30, 2025 and June 30, 2024 was approximately $9.5 million and $11.4 million, respectively. Investment income for the six months ended June 30, 2025 and June 30, 2024 was approximately $19.7 million and $22.1 million, respectively. The following tables set forth the components of investment income for the three and six months ended June 30, 2025 and June 30, 2024:
Previous wording
The decrease in total investment income for the three months ended March 31, 2025 was primarily due to a decrease in interest income for the three months ended March 31, 2025.
Current wording
The decrease in total investment income for the three and six months ended June 30, 2025 was primarily due to a decrease in interest income for the three and six months ended June 30, 2025.
Previous wording
The total principal value of income producing debt investments as of March 31, 2025 and March 31, 2024 was approximately $182.5 million and $218.2 million, respectively. As of March 31, 2025, our debt investments had a range of stated interest rates of 7.07% and 12.87% and maturity dates of between 0 and 83 months compared to a range of stated interest rates of 9.19% and 15.33% and maturity dates of between 0 and 82 months as of March 31, 2024. In addition, our total debt portfolio had a weighted average yield on debt investments of approximately 14.31% as of March 31, 2025, compared to approximately 13.94% as of March 31, 2024. As of March 31, 2025, we had no debt investments on non-accrual status. As of March 31, 2024, six debt investments in three portfolio companies were on non-accrual status with a fair value of approximately $2.0 million and total principal value of approximately $63.8 million.
Current wording
The total principal value of income producing debt investments as of June 30, 2025 and June 30, 2024 was approximately $183.2 million and $221.0 million, respectively. As of June 30, 2025, our debt investments had a range of stated interest rates of 7.08% and 12.70% and maturity dates of between 4 and 80 months compared to a range of stated interest rates of 9.21% to 15.44% and maturity dates between 0 and 79 months as of June 30, 2024. In addition, our total debt portfolio had a weighted average yield on debt investments of approximately 14.46% as of June 30, 2025, compared to approximately 13.69% as of June 30, 2024. As of June 30, 2025, we had no debt investments on non-accrual status. As of June 30, 2024, three debt investments were on non-accrual status with a combined fair value of approximately $0.5 million and total principal amount of approximately $31.6 million.
Previous wording
Income from securitization vehicles for the three months ended March 31, 2025 and March 31, 2024, was approximately $4.0 million and $3.9 million, respectively. The total principal outstanding on our investments in CLOs as of March 31, 2025 and March 31, 2024, was approximately $336.2 million and $314.7 million, respectively. The weighted average yield on CLO equity investments as of March 31, 2025 and March 31, 2024, was approximately 9.0% and 9.5%, respectively.
Current wording
Income from securitization vehicles for the three months ended June 30, 2025 and June 30 2024, was approximately $3.9 million and $3.9 million, respectively. Income from securitization vehicles for the six months ended June 30, 2025 and June 30, 2024, was approximately $7.8 million and $7.8 million, respectively. The total principal outstanding on our investments in CLOs as of June 30, 2025 and June 30, 2024, was approximately $330.0 million and $320.9 million, respectively. The weighted average yield on CLO equity investments as of June 30, 2025 and June 30, 2024, was approximately 8.85% and 9.36%, respectively.
Previous wording
Total expenses, including taxes, for both of the three months ended March 31, 2025 and 2024, were approximately $4.1 million. These amounts consisted of base management fees, interest expense, professional fees, compensation expense, general and administrative expenses, excise tax, and incentive fees.
Current wording
Total expenses, including taxes, for the three months ended June 30, 2025 and 2024, were approximately $4.0 million and $3.7 million, respectively. Total expenses for the six months ended June 30, 2025 and 2024, were approximately $8.1 million and $7.9 million, respectively. These amounts consisted of base management fees, interest expense, professional fees, compensation expense, general and administrative expenses, net investment income incentive fees, and excise tax. That increase for the three and six months ended June 30, 2025 was primarily due to excise tax adjustments and compensation expense, partially offset by a decrease in general and administrative expenses.
Previous wording
The base management fee for the three months ended March 31, 2025 was approximately $1.1 million compared with $1.0 million for the three months ended March 31, 2024. That increase for the three months ended March 31, 2025 was due largely to an increase in the weighted average gross assets.
Current wording
The base management fee for both the three months ended June 30, 2025 and 2024 was approximately $1.0 million. The base management fee for the six months ended June 30, 2025 was approximately $2.1 million compared with $2.0 million for the six months ended June 30, 2024. That increase for the three and six months ended June 30, 2025 was due largely to an increase in weighted average gross assets.
Previous wording
Interest expense for the three months ended March 31, 2025, was approximately $2.0 million, which primarily relates to our 5.50% unsecured notes due 2028 (the “5.50% Unsecured Notes”) and 6.25% unsecured notes due 2026 (the “6.25% Unsecured Notes”). Interest expense for the three months ended March 31, 2024, was approximately $2.0 million, which primarily relates to our 5.50% Unsecured Notes and 6.25% Unsecured Notes.
Current wording
Interest expense for the three months ended June 30, 2025, was approximately $1.9 million, which primarily relates to our 5.50% unsecured notes due 2028 (the “5.50% Unsecured Notes”) and 6.25% unsecured notes due 2026 (the “6.25% Unsecured Notes”). Interest expense for the three months ended June 30, 2024, was approximately $2.0 million, which primarily relates to our 5.50% Unsecured Notes and 6.25% Unsecured Notes.
Previous wording
Professional fees, consisting of legal, consulting, valuation, audit and tax fees, were approximately $323,000 for the three months ended March 31, 2025, compared to approximately $312,000 for the three months ended March 31, 2024. That increase for the three months ended March 31, 2025 was primarily due to higher legal fees, partially offset by lower consulting fees.
Current wording
Professional fees, consisting of legal, consulting, valuation, audit and tax fees, were approximately $444,000 for the three months ended June 30, 2025, compared to approximately $491,000 for the three months ended June 30, 2024. Professional fees were approximately $768,000 for the six months ended June 30, 2025, compared to approximately $803,000 for the six months ended June 30, 2024.
Previous wording
Compensation expense was approximately $240,000 for the three months ended March 31, 2025, compared to approximately $207,000 for the three months ended March 31, 2024. Compensation expense reflects the allocation of compensation expenses for the services of our Chief Financial Officer, accounting personnel, and other administrative support staff.
Current wording
Compensation expense was approximately $228,000 for the three months ended June 30, 2025, compared to approximately $174,000 for the three months ended June 30, 2024. Compensation expense was approximately $468,000 for the six months ended June 30, 2025, compared to approximately $381,000 for the six months ended June 30, 2024. Compensation expense reflects the allocation of compensation expenses for the services of our Chief Financial Officer, accounting personnel, and other administrative support staff.
Previous wording
General and administrative expenses, consisting primarily of directors’ fees, insurance, listing fees, transfer agent and custodian fees, office supplies, facilities costs and other expenses, was approximately $355,000 for the three months ended March 31, 2025, compared to approximately $347,000 for the three months ended March 31, 2024. Office supplies, facilities costs and other expenses are allocated to us under the terms of the Administration Agreement.
Current wording
General and administrative expenses, consisting primarily of directors’ fees, insurance, listing fees, transfer agent and custodian fees, office supplies, facilities costs, and other expenses, were approximately $360,000 for the three months ended June 30, 2025, compared to approximately $448,000 for the three months ended June 30, 2024. General and administrative expenses were approximately $715,000 for the six months ended June 30, 2025, compared to approximately $794,000 for the six months ended June 30, 2024. Office supplies, facilities costs and other expenses are allocated to us under the terms of the Administration Agreement.
Previous wording
Excise tax was approximately $121,000 for the three months ended March 31, 2025, compared to approximately $326,000 for the three months ended March 31, 2024.
Current wording
Excise tax was approximately $25,000 for the three months ended June 30, 2025, compared to $(374,000) for the three months ended June 30, 2024. Excise tax was approximately $145,000 for the six months ended June 30, 2025, compared to $(48,000) for the six months ended June 30, 2024.
Previous wording
There was no net investment income incentive fee (“Net Investment Income Incentive Fee”) recorded for the three months ended March 31, 2025 and 2024. The Net Investment Income Incentive Fee is calculated and payable quarterly in arrears based on the amount by which (x) the “Pre-Incentive Fee Net Investment Income” for the
Current wording
There was no net investment income incentive fee (“Net Investment Income Incentive Fee”) recorded for the three and six months ended June 30, 2025, and 2024. The Net Investment Income Incentive Fee is calculated and payable quarterly in arrears based on the amount by which (x) the “Pre-Incentive Fee Net Investment Income” for the immediately preceding calendar quarter exceeds (y) the “Preferred Return Amount” for the calendar quarter. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other
Previous wording
immediately preceding calendar quarter exceeds (y) the “Preferred Return Amount” for the calendar quarter. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income accrued during the calendar quarter minus our operating expenses for the quarter (including the Base Fee, expenses payable under the Administration Agreement with Oxford Funds, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Refer to “Note 7. Related Party Transactions” in the notes to our financial statements.
Current wording
income accrued during the calendar quarter minus our operating expenses for the quarter (including the Base Fee, expenses payable under the Administration Agreement with Oxford Funds, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Refer to “Note 7. Related Party Transactions” in the notes to our financial statements.
Previous wording
The expense attributable to the capital gains incentive fee (the “Capital Gains Incentive Fee”), as reported under GAAP, is calculated as if the Company’s entire portfolio had been liquidated at period end, and therefore is calculated on the basis of net realized and unrealized gains and losses at the end of each period. That expense (or the reversal of such an expense) related to that hypothetical liquidation of the portfolio (and assuming no other changes in realized or unrealized gains and losses) would only become payable to our investment adviser in the event of a complete liquidation of our portfolio as of period end and the termination of the Investment Advisory Agreement on such date. For the three months ended March 31, 2025 and 2024, no accrual was required as a result of the impact of accumulated net unrealized depreciation and net realized losses on our portfolio.
Current wording
The expense attributable to the capital gains incentive fee (the “Capital Gains Incentive Fee”), as reported under GAAP, is calculated as if the Company’s entire portfolio had been liquidated at period end, and therefore is calculated on the basis of net realized and unrealized gains and losses at the end of each period. That expense (or the reversal of such an expense) related to that hypothetical liquidation of the portfolio (and assuming no other changes in realized or unrealized gains and losses) would only become payable to our investment adviser in the event of a complete liquidation of our portfolio as of period end and the termination of the Investment Advisory Agreement on such date. For the three and six months ended June 30, 2025 and 2024, no accrual was required as a result of the impact of accumulated net unrealized depreciation and net realized losses on our portfolio.
Previous wording
The amount of the Capital Gains Incentive Fee which will actually be payable is determined in accordance with the terms of the Investment Advisory Agreement and is calculated as of the end of each calendar year (or upon termination of the Investment Advisory Agreement). The terms of the Investment Advisory Agreement state that the Capital Gains Incentive Fee calculation is based on net realized gains, if any, offset by gross unrealized depreciation for the calendar year. No effect is given to gross unrealized appreciation in this calculation. For the three months ended March 31, 2025 and 2024, such an accrual was not required under the terms of the Investment Advisory Agreement.
Current wording
The amount of the Capital Gains Incentive Fee which will actually be payable is determined in accordance with the terms of the Investment Advisory Agreement and is calculated as of the end of each calendar year (or upon termination of the Investment Advisory Agreement). The terms of the Investment Advisory Agreement state that the Capital Gains Incentive Fee calculation is based on net realized gains, if any, offset by gross unrealized depreciation for the calendar year. No effect is given to gross unrealized appreciation in this calculation. For the three and six months ended June 30, 2025 and 2024, such an accrual was not required under the terms of the Investment Advisory Agreement.
Previous wording
For the three months ended March 31, 2025, we recognized net realized losses of approximately $12.2 million.
Current wording
For the three months ended June 30, 2025, we recognized net realized losses on investments of approximately $2.4 million.
Previous wording
For the three months ended March 31, 2025, our net change in unrealized depreciation was approximately $2.1 million, composed of $2.4 million in gross unrealized appreciation, $16.6 million in gross unrealized depreciation and approximately $12.1 million relating to the reversal of prior period net unrealized depreciation as investment gains and losses were realized. This includes net unrealized appreciation of approximately $1.7 million resulting from reductions to the cost value of our CLO equity investments representing the difference between distributions received, or entitled to be received, on our investments held in CLO equity subordinated notes and fee notes, of approximately $5.7 million and the effective yield interest income recognized on our CLO equity subordinated notes and the amortized cost adjusted income on our CLO equity fee notes of approximately $4.0 million. The most significant components of the net change in unrealized depreciation during the three months ended March 31, 2025, were as follows (in millions):
Current wording
For the three months ended June 30, 2025, our net change in unrealized appreciation was approximately $1.3 million, composed of $4.5 million in gross unrealized appreciation, $5.5 million in gross unrealized depreciation and approximately $2.3 million relating to the reversal of prior period net unrealized depreciation as investment gains and losses were realized. This includes net unrealized appreciation of approximately $1.8 million resulting from reductions to the cost value of our CLO equity investments representing the difference between distributions received, or entitled to be received, on our investments held in CLO equity subordinated notes and fee notes, of approximately $5.6 million and the effective yield interest income recognized on our CLO equity subordinated notes and the amortized cost adjusted income on our CLO equity fee notes of approximately $3.8 million. The most significant components of the net change in unrealized appreciation during the three months ended June 30, 2025, were as follows (in millions):
Previous wording
For the three months ended March 31, 2024, our net change in unrealized depreciation was approximately $0.2 million, composed of $6.9 million in gross unrealized appreciation, $15.3 million in gross unrealized depreciation and approximately $8.2 million relating to the reversal of prior period net unrealized depreciation as investment gains and losses were realized. This includes net unrealized appreciation of approximately $0.8 million resulting from reductions to the cost value of our CLO equity investments representing the difference between distributions received, or entitled to be received, on our investments held in CLO equity subordinated notes and fee notes, of approximately $4.8 million and the effective yield interest income recognized on our CLO equity subordinated notes and the amortized cost adjusted income on our CLO equity fee notes of approximately $3.9 million. The most significant components of the net change in unrealized depreciation during the three months ended March 31, 2024, were as follows (in millions):
Current wording
For the six months ended June 30, 2025, our net change in unrealized depreciation was approximately $0.8 million, composed of $3.8 million in gross unrealized appreciation, $19.0 million in gross unrealized depreciation and approximately $14.4 million relating to the reversal of prior period net unrealized depreciation as investment gains and losses were realized. This includes net unrealized appreciation of approximately $3.5 million resulting from reductions to the cost value of our CLO equity investments representing the difference between distributions received, or entitled to be received, on our investments held in CLO equity subordinated notes
Previous wording
For the three months ended March 31, 2025, the net decrease in net assets resulting from operations per common share was $0.12 (basic and diluted), compared to a net decrease in net assets resulting from operations per share of $0.03 (basic and diluted) for the three months ended March 31, 2024.
Current wording
For the three months and six months ended June 30, 2025, the net increase in net assets resulting from net investment income per common share was $0.08 and $0.16 (basic and diluted), compared to the net increase in net assets resulting from net investment income per share of $0.13 and $0.24 (basic and diluted) for the three and six months ended June 30, 2024.
Previous wording
Net decrease in net assets resulting from operations for the three months ended March 31, 2025 was approximately $8.1 million compared with a net decrease in net assets resulting from operations of approximately $1.8 million for the three months ended March 31, 2024.
Current wording
Net increase in net assets resulting from operations for the three months ended June 30, 2025 was approximately $4.4 million compared with a net increase in net assets resulting from operations of approximately $5.3 million for the three months ended June 30, 2024.
Previous wording
For the three months ended March 31, 2025, the net increase in net assets resulting from net investment income per common share was $0.09 (basic and diluted), compared to the net increase in net assets resulting from net investment income per share of $0.11 (basic and diluted) for the three months ended March 31, 2024. The per share decrease was primarily due to a decrease in investment income and an increase in weighted average shares of common stock outstanding.
Current wording
For the three months ended June 30, 2025, the net increase in net assets resulting from operations per common share was $0.06 (basic and diluted), compared to a net increase in net assets resulting from operations per share of $0.09 (basic and diluted) for the three months ended June 30, 2024. For the six months ended June 30, 2025, the net decrease in net assets resulting from operations per common share was $0.05 (basic and diluted), compared to a net increase in net assets resulting from operations per share of $0.06 (basic and diluted) for the six months ended June 30, 2024.
Previous wording
As of March 31, 2025, cash and cash equivalents were approximately $37.3 million as compared to approximately $34.9 million as of December 31, 2024. For the three months ended March 31, 2025, net cash provided by operating activities for the period, consisting primarily of the items described in “— Results of Operations,” was approximately $6.0 million, largely reflecting repayments of principal of approximately $8.7 million, net realized losses of approximately $12.2 million, and sales of investments of approximately $9.2 million, partially offset by cash purchases of investments of approximately $18.5 million. For the three months ended March 31, 2025, net cash used in financing activities was approximately $3.7 million, reflecting the payment of distributions of approximately $7.1 million, partially offset by the issuance of common stock in connection with our ATM program of approximately $3.5 million.
Current wording
As of June 30, 2025, cash and cash equivalents were approximately $29.8 million as compared to approximately $34.9 million as of December 31, 2024. For the six months ended June 30, 2025, net cash provided by operating activities for the period, consisting primarily of the items described in “— Results of Operations,” was approximately $4.4 million, largely reflecting net realized losses from investments of approximately $14.5 million, proceeds from principal repayments and sales of investments of approximately $19.7 million, partially offset by purchases of investments of approximately $28.0 million and net change in unrealized depreciation of approximately $0.8 million. For the six months ended June 30, 2025, net cash used in financing activities was approximately $9.5 million,
Previous wording
On August 22, 2023, we entered into Amendment No. 1 to the Equity Distribution Agreement dated August 1, 2019 with Ladenburg Thalmann & Co. through which we 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, we 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. We issued a total of 1,341,138 shares of common stock pursuant to the ATM offering during the three months ended March 31, 2025. The total amount of capital raised net of underwriting fees and offering costs was approximately $3.5 million during the three months ended March 31, 2025.
Current wording
On August 22, 2023, we entered into Amendment No. 1 to the Equity Distribution Agreement dated August 1, 2019 with Ladenburg Thalmann & Co. through which we 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, we 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. We issued a total of 4,943,506 and 6,284,644 shares of common stock pursuant to the ATM offering during the three and six months ended June 30, 2025, respectively. The total amount of capital raised net of underwriting fees and offering costs was approximately $11.6 million and $15.1 million during the three and six months ended June 30, 2025, respectively.
Previous wording
From time to time, the Board may authorize a share repurchase program under which shares are purchased in open market transactions. Since we are 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 three months ended March 31, 2025 and 2024, we were not authorized to repurchase any shares of outstanding common stock.
Current wording
From time to time, the Board may authorize a share repurchase program under which shares are purchased in open market transactions. Since we are 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 three and six months ended June 30, 2025 and 2024, we were not authorized to repurchase any shares of outstanding common stock.
Previous wording
In accordance with the 1940 Act, with certain limited exceptions, as of March 31, 2025, we were only allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, was at least 150%, immediately after such borrowing. As of March 31, 2025 and December 31, 2024, our asset coverage for borrowed amounts was approximately 218% and 227%, respectively.
Current wording
In accordance with the 1940 Act, with certain limited exceptions, as of June 30, 2025, we were only allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, was at least 150%, immediately after such borrowing. As of June 30, 2025 and December 31, 2024, our asset coverage for borrowed amounts was approximately 235% and 227%, respectively.
Showing the first 40 of 45 pairs. Open the source sections for the rest.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
few investments, if any, exceeding 5.0% of the total portfolio. As of June 30, 2025, our debt investments had stated interest rates of between 7.08% and 12.70% and maturity dates of between 4 and 80 months. In addition, our portfolio had a weighted average annualized yield on debt investments of approximately 14.46% as of June 30, 2025.
Current report — wording carried from elsewhere
and fee notes, of approximately $11.3 million and the effective yield interest income recognized on our CLO equity subordinated notes and the amortized cost adjusted income on our CLO equity fee notes of approximately $7.8 million. The most significant components of the net change in unrealized appreciation during the six months ended June 30, 2025, were as follows (in millions):
Current report — wording carried from elsewhere
Net Increase in Net Assets Resulting from Operations
Current report — wording carried from elsewhere
On June 14, 2017, the Securities and Exchange Commission issued an exemptive 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 now permitted, together with any future BDCs, registered closed-end funds and certain private funds, each of whose investment adviser is the Company’s investment adviser or an investment adviser controlling,
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
ASC 820 clarifies 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.
Previous report — wording carried elsewhere
There was no net investment income incentive fee for the three months ended March 31, 2025 and 2024.