OFS Capital Corp
For the period ended Jun 30, 2024. Filed Aug 2, 2024.
View on SEC.govAbout this filing
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, 2024 · Filed Aug 2, 2024
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-05-03.
0001487918-24-000043
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-06-30; filed 2024-08-02.
0001487918-24-000076
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 138 previous paragraphs and 148 current paragraphs.
79 unchanged; 52 reworded; 14 added; 6 removed; 1 previous and 3 current paragraphs rearranged.
Tables are not compared: 16 previous and 16 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 (14)
Current report
During the three and six months ended June 30, 2024, we sold subordinated note securities for net proceeds of $1.4 million and recognized a net realized loss of $1.9 million.
Current report
For the three months ended June 30, 2024, no new loans were placed on non-accrual status.
Current report
For the three months ended June 30, 2024, total investment income decreased to $11.2 million from $14.2 million in the prior quarter, primarily due to decreases in total dividend income of $2.4 million and interest income of $0.5 million, respectively.
Current report
Net Loan Fee amortization increased $0.3 million during the three months ended June 30, 2024 compared to the prior quarter, primarily due to non-recurring OID acceleration related to portfolio repayments.
Current report
Dividend income decreased $2.4 million during the three months ended June 30, 2024 compared to the prior quarter, primarily due to non-recurring cash dividends received during the prior quarter.
Current report
Comparison of the six months ended June 30, 2024 and 2023
Current report
Incentive fees for the three months ended June 30, 2024 decreased $0.5 million compared to the prior quarter, primarily due to a decrease of $3.1 million in total investment income outpacing a $0.9 million decrease in total expenses.
Current report
Comparison of the six months ended June 30, 2024 and 2023
Current report
Interest expense for the six months ended June 30, 2024 decreased $1.2 million compared to the corresponding period in the prior year, primarily due to the full repayment of our SBA debentures in March 2024 and a reduction in the outstanding amount under the BNP Facility.
Current report
For the three months ended June 30, 2024, we recognized a net gain on investments of $6.9 million, primarily due to net unrealized appreciation of $11.3 million, partially offset by net realized losses of $4.3 million. For the quarter ended June 30, 2024, our net unrealized appreciation of $11.3 million primarily related to net unrealized appreciation of $7.8 million on our common equity in Pfanstiehl Holdings, Inc., and net unrealized appreciation of $2.1 million on our subordinated note investment in Apex Credit CLO 2020 Ltd.
Current report
Six months ended June 30, 2024
Current report
For the six months ended June 30, 2024, we recognized a net loss on investments of $7.8 million, comprised of net unrealized depreciation of $4.0 million and net realized losses of $3.5 million. The net loss during the period was primarily comprised of net unrealized depreciation of $5.8 million on our non-accrual debt investments offset, in part, by net unrealized appreciation of $4.0 million on our Structured Finance Securities.
Current report
Six months ended June 30, 2023
Current report
For the six months ended June 30, 2024, cash from net investment income of $6.2 million decreased $2.9 million compared to the six months ended June 30, 2023, primarily due to a decrease of $4.1 million in cash interest income.
Removed paragraphs (6)
Previous report
As of March 31, 2024, our first lien debt investments in All Star Auto Lights, Inc. accounted for approximately 6.9% and 18.7% of our total portfolio at fair value and net assets, respectively.
Previous report
Dividend income increased $2.4 million during the three months ended March 31, 2024 compared to the prior quarter, primarily due to an increase in cash dividends. The increase in cash dividends was due to non-recurring dividends from TRS Services, LLC and Pfanstiehl Holdings, Inc. of $1.9 million and $0.5 million, respectively.
Previous report
During the three months ended March 31, 2024, we exited our equity investments in TRS Services, LLC for gross proceeds of $3.9 million, recognizing $1.9 million of accumulated preferred dividends and a realized gain of $1.4 million.
Previous report
Incentive fees for the three months ended March 31, 2024 increased $0.2 million compared to the prior quarter, primarily due to an increase in our net investment income related to the non-recurring dividend income recognized during the current quarter.
Previous report
The Parent was permitted to make unsecured loans to SBIC I LP, the aggregate of which could not exceed $35 million at any given time, and no interest could be charged on the unpaid principal balance. On February 28, 2024, the Parent made a $3.5 million unsecured loan to SBIC I LP in order for SBIC I LP to have sufficient cash to fully redeem its outstanding SBA debentures totaling $31.9 million. On March 15, 2024, SBIC I LP repaid its $3.5 million unsecured loan to the Parent.
Previous report
Cash from net investment income of $3.1 million for the three months ended March 31, 2024 remained consistent compared to the three months ended March 31, 2023.
Reworded paragraphs (52)
Previous wording
Our NAV per common share decreased from $12.09 at December 31, 2023 to $11.08 at March 31, 2024, primarily due to net unrealized depreciation on investments of $1.15 per common share. For the quarter ended March 31, 2024, net investment income of $0.42 per common share exceeded our quarterly distribution of $0.34 per common share during such period.
Current wording
Our NAV per common share increased to $11.51 at June 30, 2024 from $11.08 at March 31, 2024, due to a net gain on investments of $0.51 per common share, partially offset by our quarterly distribution of $0.34 per common share, which exceeded our quarterly net investment income of $0.26 per common share.
Previous wording
For the quarter ended March 31, 2024, total investment income increased to $14.2 million from $13.5 million in the prior quarter, primarily due to an increase of $2.4 million in dividend income. Dividend income increased due to non-recurring dividends from our equity investments in TRS Services, LLC and Pfanstiehl Holdings, Inc. of $1.9 million and $0.5 million, respectively. For the quarter ended March 31, 2024, total interest income decreased to $11.4 million from $12.9 million in the prior quarter, primarily due to a smaller average investment portfolio at cost. See “—Results of Operations” for additional information.
Current wording
For the quarter ended June 30, 2024, total investment income decreased to $11.2 million from $14.2 million in the prior quarter, primarily due to a decrease of $2.4 million in dividend income. For the quarter ended June 30, 2024, total interest income decreased to $10.9 million from $11.4 million in the prior quarter, primarily due to a smaller average investment portfolio size at cost. See “—Results of Operations” for additional information.
Previous wording
Our total outstanding debt decreased from $302.4 million at December 31, 2023 to $258.5 million at March 31, 2024, due to the full repayment of our outstanding SBA debentures totaling $31.9 million and net repayments of $12.0 million on our BNP Facility. For the quarter ended March 31, 2024, our weighted-average debt interest costs increased to 6.3% compared to 6.2% for the quarter ended December 31, 2023. As of March 31, 2024, approximately 52% of our outstanding debt matures in 2027 and beyond, 70% of our outstanding debt carries fixed interest rates and 70% of our outstanding debt is unsecured.
Current wording
Our total outstanding debt decreased to $249.1 million at June 30, 2024 from $258.5 million at March 31, 2024, due to repayments of $9.4 million on our BNP Facility. For the quarter ended June 30, 2024, our weighted-average debt interest costs increased to 6.5% compared to 6.3% for the quarter ended March 31, 2024, primarily due to the prior quarter repayment of our SBA debentures. As of June 30, 2024, approximately 50% of our outstanding debt matures in 2027 and beyond, and 72% of our outstanding debt carries fixed interest rates and is unsecured.
Previous wording
For the quarter ended March 31, 2024, we recognized a net loss on investments of $14.6 million, primarily due to net unrealized depreciation of $15.4 million. For the quarter ended March 31, 2024, our net unrealized depreciation of $15.4 million was primarily related to net unrealized depreciation of $7.9 million on our common equity of Pfanstiehl Holdings, Inc, and net unrealized depreciation of $4.1 million on our debt investments in SSJA Bariatric Management LLC, which was placed on non-accrual status during the quarter. As of March 31, 2024, our loan portfolio had non-accrual loans with an aggregate fair value of $19.4 million, or 4.8% of our total investments at fair value. See “—Portfolio Composition and Investment Activity” for additional information.
Current wording
For the quarter ended June 30, 2024, we recognized a net gain on investments of $6.9 million, primarily due to net unrealized appreciation of $11.3 million, partially offset by net realized losses of $4.3 million. For the quarter ended June 30, 2024, our net unrealized appreciation of $11.3 million was primarily related to net unrealized appreciation of $7.8 million on our common equity in Pfanstiehl Holdings, Inc., and net unrealized appreciation of $2.1 million on our subordinated note investment in Apex Credit CLO 2020 Ltd. As of June 30, 2024, our loan portfolio had non-accrual loans with an aggregate fair value of $18.3 million, or 4.6% of our total investments at fair value. See “—Portfolio Composition and Investment Activity” for additional information.
Previous wording
As of March 31, 2024, our asset coverage ratio of 157% exceeded the minimum asset coverage requirement of 150% under the 1940 Act, and we remained in compliance with all applicable covenants under our outstanding debt facilities. As of March 31, 2024, we had unused commitments of $25.0 million under our Banc of California Credit Facility, as well as $71.5 million under our BNP Facility, each of which are subject to a borrowing base and other covenants. As of March 31, 2024, we had unfunded commitments of $10.9 million to nine portfolio companies. See “—Liquidity and Capital Resources” for additional information.
Current wording
As of June 30, 2024, our asset coverage ratio of 162% exceeded the minimum asset coverage requirement of 150% under the 1940 Act, and we remained in compliance with all applicable covenants under our outstanding debt facilities. As of June 30, 2024, we had unused commitments of $25.0 million under our Banc of California Credit Facility, as well as $80.9 million under our BNP Facility, each of which are subject to a borrowing base and other covenants. As of June 30, 2024, we had unfunded commitments of $8.9 million to eight portfolio companies. See “—Liquidity and Capital Resources” for additional information.
Previous wording
On April 30, 2024, the Board declared a distribution of $0.34 per share for the second quarter of 2024, payable on June 28, 2024 to stockholders of record as of June 18, 2024.
Current wording
On July 30, 2024, the Board declared a distribution of $0.34 per share for the third quarter of 2024, payable on September 30, 2024 to stockholders of record as of September 20, 2024.
Previous wording
Committee of the Board. For descriptions of our revenue recognition and fair value policies, see “Item 8. Financial Statements—Notes to Consolidated Financial Statements—Note 2” and “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Significant Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2023.
Current wording
Our critical accounting policies and estimates are those relating to revenue recognition and fair value estimates. Management has discussed the development and selection of each critical accounting policy and estimate with the Audit Committee of the Board. For descriptions of our revenue recognition and fair value policies, see “Item 8. Financial Statements—Notes to Consolidated Financial Statements—Note 2” and “Item 7. Management's Discussion and Analysis of Financial
Previous wording
As of March 31, 2024, the fair value of our debt investment portfolio totaled $245.4 million in 43 portfolio companies, of which approximately 84% and 16% were first lien and second lien loans, respectively. We also had equity investments in 15 portfolio companies with a fair value of approximately $77.1 million and 21 investments in Structured Finance Securities with a fair value of $77.9 million. As of March 31, 2024, we had unfunded commitments of $10.9 million to nine portfolio companies. Set forth in the tables and charts below is selected information with respect to our portfolio as of March 31, 2024 and December 31, 2023.
Current wording
As of June 30, 2024, the fair value of our debt investment portfolio totaled $236.9 million in 40 portfolio companies, of which approximately 85% and 15% were first lien and second lien debt investments, respectively. We also had equity investments in 16 portfolio companies with a fair value of approximately $85.7 million and 18 investments in Structured Finance Securities with a fair value of $75.6 million. As of June 30, 2024, we had unfunded commitments of $8.9 million to eight portfolio companies. Set forth in the tables and charts below is selected information with respect to our portfolio as of June 30, 2024 and December 31, 2023.
Previous wording
As of March 31, 2024, our common equity investment in Pfanstiehl Holdings, Inc., a global manufacturer of high-purity pharmaceutical ingredients, accounted for 15.8% and 42.5% of our total portfolio at fair value and our total net assets, respectively. The value of this investment is substantially comprised of unrealized appreciation of $62.9 million.
Current wording
As of June 30, 2024, our common equity investment in Pfanstiehl Holdings, Inc., a global manufacturer of high-purity pharmaceutical ingredients, accounted for 17.8% and 45.9% of our total portfolio at fair value and our total net assets, respectively. The value of this investment is substantially comprised of unrealized appreciation of $70.6 million.
Previous wording
As of March 31, 2024, approximately 4.8% and 12.9% of our total portfolio at fair value and net assets, respectively, were comprised of Structured Finance Securities managed by a single adviser.
Current wording
As of June 30, 2024, approximately 5.1% and 13.3% of our total portfolio at fair value and net assets, respectively, were comprised of Structured Finance Securities managed by a single adviser.
Previous wording
For the three months ended March 31, 2024, the weighted average performing income yield on interest-bearing investments decreased primarily due to changes in non-accrual investment activity quarter-over-quarter, as well as other non-recurring OID acceleration and prepayment fees earned in the prior quarter.
Current wording
For the three months ended June 30, 2024, the weighted average performing income yield on interest-bearing investments increased primarily due to non-recurring Net Loan Fee acceleration related to the repayment of portfolio investments.
Previous wording
(1) As of March 31, 2024 and December 31, 2023, first lien debt investments include unitranche investments (which are loans that combine both senior and subordinated debt, in a first lien position) with an amortized cost and fair value of $144.9 million and $135.8 million, respectively, and $141.3 million and $131.3 million, respectively.
Current wording
(1) As of June 30, 2024 and December 31, 2023, first lien debt investments include unitranche investments (which are loans that combine both senior and subordinated debt, in a first lien position) with an amortized cost and fair value of $143.3 million and $132.5 million, respectively, and $141.3 million and $131.3 million, respectively.
Previous wording
As of March 31, 2024, approximately 100% of our loan portfolio and 61% of our total portfolio consisted of first lien and second lien loans, based on fair value. We believe the seniority of our debt investments in the borrowers’ capital structures may provide greater downside protection against adverse economic changes, including those caused by the elevated interest and inflation rates, the ongoing war between Russia and Ukraine, the escalated armed conflict in the Middle East, instability in the U.S. and international banking systems, the risk of recession or a shutdown of U.S. government services and related market volatility.
Current wording
As of June 30, 2024, approximately 100% of our loan portfolio and 59% of our total portfolio consisted of first lien and second lien loans, based on fair value. We believe the seniority of our debt investments in the borrowers’ capital structures may provide greater downside protection against adverse economic changes, including those caused by the elevated interest and inflation rates, the ongoing war between Russia and Ukraine, the escalated armed conflict in the Middle East, instability in the U.S. and international banking systems, uncertainties related to the 2024 U.S. presidential election, the risk of recession or a shutdown of U.S. government services and related market volatility.
Previous wording
As of March 31, 2024, the three largest industries of our Portfolio Company Investments by fair value, were: (1) Manufacturing (27.8%); (2) Health Care and Social Assistance (20.2%); and (3) Wholesale Trade (13.5%), totaling an aggregate of approximately 61.5% of our Portfolio Company Investment portfolio. For a full summary of our investment portfolio by industry, see “Item 1—Financial Statements–Note 4.”
Current wording
As of June 30, 2024, the three largest industries of our Portfolio Company Investments by fair value, were: (1) Manufacturing (29.8%); (2) Health Care and Social Assistance (20.6%); and (3) Wholesale Trade (12.9%), totaling an aggregate of approximately 63.3% of our Portfolio Company Investment portfolio. For a full summary of our investment portfolio by industry, see “Item 1—Financial Statements—Note 4.”
Previous wording
As of March 31, 2024, we had nonon-performing Structured Finance Securities. Non-performing Structured Finance Securities are securities that have not been optionally redeemed and have an effective yield of 0.0%, as remaining residual distributions are anticipated to be recognized as a return of capital.
Current wording
As of June 30, 2024, the amortized cost and fair value ofnon-performing Structured Finance Securities was$3.5 million and $1.7 million, respectively. Non-performing Structured Finance Securities are securities that have not been optionally redeemed and have an effective yield of 0.0%, as remaining residual distributions are anticipated to be recognized as a return of capital.
Previous wording
The following is a summary of our investment activity for the three months ended March 31, 2024 (dollar amounts in thousands):
Current wording
The following is a summary of our investment activity for the three and six months ended June 30, 2024 (dollar amounts in thousands):
Previous wording
During the three months ended March 31, 2024, our first lien debt investment in GoTo Group underwent a restructuring whereby our first lien debt investment was exchanged at a price equal to 77% of par for new first lien debt investments in the company. We recognized a realized loss of $0.7 million on the debt restructure corresponding to the amount forgiven upon the exchange.
Current wording
During the six months ended June 30, 2024, our first lien debt investment in GoTo Group underwent a restructuring whereby our first lien debt investment was exchanged at a price equal to 77% of par for new first lien debt investments in the company. We recognized a realized loss of $0.7 million on the debt restructure corresponding to the amount forgiven upon the exchange.
Previous wording
During the three months ended March 31, 2024, we restructured our first lien debt investments in Avison Young to, among other things, exchange our first lien debt investments for new first lien debt investments, preferred equity and common equity. The cost of the existing first lien debt investments was ascribed to the new investments received in the exchange, and no realized loss was recognized. We also invested an incremental $0.8 million in new-issue first lien debt.
Current wording
During the six months ended June 30, 2024, we restructured our first lien debt investments in Avison Young to, among other things, exchange our first lien debt investments for new first lien debt investments, preferred equity and common equity. The cost of the existing first lien debt investments was ascribed to the new investments received in the exchange, and no realized loss was recognized. We also invested an incremental $0.8 million in new-issue first lien debt.
Previous wording
Management reviews, for placement on non-accrual status, all loans and CLO mezzanine debt investments that become past due on principal and interest, and/or when there is reasonable doubt that principal or interest will be collected. When a loan is placed on non-accrual status, accrued and unpaid cash interest is reversed. Additionally, Net Loan Fees are no longer recognized as of the date the loan is placed on non-accrual status. Depending upon management’s judgment, interest payments subsequently received on non-accrual investments may be recognized as income or applied to amortized cost. Interest accruals and Net Loan Fee amortization are resumed on non-accrual investments only when they are brought current with respect to principal and interest payments and, in the judgment of management, it is probable that the Company will collect all principal and interest from the investment. For the three months ended March 31, 2024, loans to one portfolio company with an aggregate amortized cost and fair value of $13.5 million and $8.8 million, respectively, were placed on non-accrual status.
Current wording
Management reviews, for placement on non-accrual status, all loans and CLO mezzanine debt investments that become past due on principal and interest, and/or when there is reasonable doubt that principal or interest will be collected. When a loan is placed on non-accrual status, accrued and unpaid cash interest is reversed. Additionally, Net Loan Fees are no longer recognized as of the date the loan is placed on non-accrual status. Depending upon management’s judgment, interest payments subsequently received on non-accrual investments may be recognized as income or applied to amortized cost. Interest accruals and Net Loan Fee amortization are resumed on non-accrual investments only when they are brought current with respect to principal and interest payments and, in the judgment of management, it is probable that the Company will collect all principal and interest from the investment. For the three months ended March 31, 2024, loans to one portfolio company with an aggregate amortized cost and fair value of $13.5 million and $9.7 million, respectively, were placed on non-accrual status. For the three months ended June 30, 2024, we wrote-off our second lien debt investment in Astro One Acquisition Corporation which was on non-accrual status following a cash-out recovery payment of $0.2 million, resulting in a net realized loss of $2.4 million.
Previous wording
Comparison of the three months ended March 31, 2024 and December 31, 2023 and comparison of the three months ended March 31, 2024 and 2023
Current wording
Comparison of the three months ended June 30, 2024 and March 31, 2024 and comparison of the six months ended June 30, 2024 and 2023
Previous wording
Consolidated operating results for the three months ended March 31, 2024 and December 31, 2023, and the three months ended March 31, 2024 and 2023 are as follows (in thousands):
Current wording
Consolidated operating results for the three months ended June 30, 2024 and March 31, 2024, and the six months ended June 30, 2024 and 2023 are as follows (in thousands):
Previous wording
Interest income decreased $1.5 million during the three months ended March 31, 2024 compared to the prior quarter, primarily due to a decrease in contractual cash and PIK interest income of $0.6 million and $0.4 million, respectively. The decrease in contractual interest income was primarily due to the impacts of non-accrual activity quarter-over-quarter.
Current wording
Interest income decreased $0.5 million during the three months ended June 30, 2024 compared to the prior quarter, primarily due to an aggregate decrease of $0.6 million in contractual cash interest and other interest income. The decrease in contractual interest income was primarily due to a smaller average investment portfolio size, at cost, as proceeds from portfolio sales and repayments were generally utilized to repay debt on our BNP Facility.
Previous wording
Fee income is primarily comprised of unused fees, prepayment fees and syndication fees that generally result from periodic transactions rather than from holding portfolio investments, and are considered non-recurring. We receive syndication fees on investments where OFS Advisor sources, structures, and arranges the lending group. For the three months ended March 31, 2024, total fee income decreased $0.1 million compared to the prior quarter due to a decrease in prepayment fees during the current quarter.
Current wording
Fee income is primarily comprised of unused fees, prepayment fees and syndication fees that generally result from periodic transactions rather than from holding portfolio investments, and are considered non-recurring. We receive syndication fees on investments where OFS Advisor sources, structures, and arranges the lending group. For the three months ended June 30, 2024, total fee income decreased from $0.1 million to $31,000 compared to $129,000 for the prior quarter, primarily due to no syndication fees recognized during the current quarter.
Previous wording
For the three months ended March 31, 2024, total investment income increased to $14.2 million from $13.5 million in the prior quarter, primarily due to an increase in total dividend income of $2.4 million, partially offset by a decrease in total interest income of $1.5 million.
Current wording
Total investment income for the six months ended June 30, 2024 decreased $3.4 million compared to the corresponding period in the prior year, primarily due to a decrease in total interest income of $5.2 million, partially offset by an increase in total dividend income of $1.9 million.
Previous wording
Operating expenses for the three months ended March 31, 2024 and December 31, 2023, and the three months ended March 31, 2024 and 2023 are presented below (in thousands):
Current wording
Operating expenses for the three months ended June 30, 2024 and March 31, 2024, and the six months ended June 30, 2024 and 2023 are presented below (in thousands):
Previous wording
Interest expense for the three months ended March 31, 2024 decreased $0.1 million compared to the prior quarter, primarily due to a decrease in our average outstanding debt balances. During the three months ended March 31, 2024, we fully repaid our outstanding SBA debentures totaling $31.9 million and reduced the total amount outstanding under the BNP Facility by $12.0 million.
Current wording
Interest expense for the three months ended June 30, 2024 decreased $0.5 million compared to the prior quarter, primarily due to a decrease of $35.7 million in our average outstanding debt balances compared to the prior quarter. During the three months ended June 30, 2024, we repaid $9.4 million of the outstanding amount under the BNP Facility.
Previous wording
Management fee expense for the three months ended March 31, 2024 decreased $0.1 million compared to the prior quarter, primarily due to a decrease in the average quarterly investment portfolio, at fair value, to $410.4 million from $438.8 million.
Current wording
Base management fees for the six months ended June 30, 2024 decreased $0.8 million compared to the corresponding period in the prior year, primarily due to the decrease in the average size of the quarterly investment portfolio, at fair value, from $498.3 million to $406.3 million.
Previous wording
Net loss on investments, inclusive of realized and unrealized gains (losses), by investment type for the three months ended March 31, 2024 and December 31, 2023, and the three months ended March 31, 2024 and 2023 were as follows (in thousands):
Current wording
Net gain (loss) on investments, inclusive of realized and unrealized gains (losses), by investment type for the three months ended June 30, 2024 and March 31, 2024, and the six months ended June 30, 2024 and 2023 were as follows (in thousands):
Previous wording
Net loss on investments for the three months ended March 31, 2024 and December 31, 2023
Current wording
Net gain (loss) on investments for the three months ended June 30, 2024 and March 31, 2024
Previous wording
During the three months ended December 31, 2023, our portfolio experienced net losses of $8.8 million, primarily due to net unrealized depreciation of $5.1 million on our equity investments.
Current wording
During the six months ended June 30, 2023, our portfolio experienced net losses of $8.2 million, primarily related to unrealized depreciation of $6.7 million on our Structured Finance Securities.
Previous wording
During the three months ended December 31, 2023, our common equity investment in Pfanstiehl Holdings, Inc. experienced net unrealized depreciation of $6.2 million.
Current wording
During the six months ended June 30, 2023, our common equity, warrant and other investments experienced net losses of $1.7 million, primarily due to unrealized depreciation of $2.7 million on our common equity investment in Pfanstiehl Holdings, Inc.
Previous wording
During the three months ended March 31, 2024 and December 31, 2023, we did not recognize a Capital Gains Fee that would require the disclosure of Adjusted Net Investment Income for these periods. For additional information on Adjusted NII, see “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Non-GAAP Financial Measure - Adjusted Net Investment Income” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed on March 5, 2024.
Current wording
During the three months ended June 30, 2024 and March 31, 2024, and six months ended June 30, 2024 and 2023, we did not recognize a Capital Gains Fee that would require the disclosure of Adjusted Net Investment Income for these periods. For additional information on Adjusted NII, see “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Non-GAAP Financial Measure—Adjusted Net Investment Income” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed on March 5, 2024.
Previous wording
As of March 31, 2024, we held cash and cash equivalents of $6.1 million, which includes $1.1 million held by SBIC I LP and $2.5 million held by OFSCC-FS. Our use of cash and cash equivalents held by SBIC I LP was restricted by SBA regulation. Distributions from OFSCC-FS to the Parent are restricted by the terms and conditions of the BNP Facility. During the three months ended March 31, 2024, the Parent received $2.8 million in cash distributions from OFSCC-FS.
Current wording
As of June 30, 2024, we held cash and cash equivalents of $5.6 million, which includes $2.7 million held by OFSCC-FS. Distributions from OFSCC-FS to the Parent are restricted by the terms and conditions of the BNP Facility. During the six months ended June 30, 2024, the Parent received $5.5 million in cash distributions from OFSCC-FS.
Previous wording
As of March 31, 2024, we had an unused commitment of $25.0 million under our Banc of California Credit Facility, as well as an unused commitment of $71.5 million under our BNP Facility, both of which are subject to a borrowing base requirements and other covenants. As of March 31, 2024, we had unfunded commitments of $10.9 million to nine portfolio companies.
Current wording
As of June 30, 2024, we had an unused commitment of $25.0 million under our Banc of California Credit Facility, as well as an unused commitment of $80.9 million under our BNP Facility, both of which are subject to a borrowing base requirements and other covenants. As of June 30, 2024, we had unfunded commitments of $8.9 million to eight portfolio companies.
Previous wording
As of March 31, 2024, the aggregate amount outstanding of the senior securities issued by us was $258.5 million, for which our asset coverage was 157%, exceeding our minimum asset coverage requirement of 150% under the 1940 Act. The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by total senior securities representing indebtedness.
Current wording
As of June 30, 2024, the aggregate amount outstanding of the senior securities issued by us was $249.1 million, for which our asset coverage was 162%, exceeding our minimum asset coverage requirement of 150% under the 1940 Act. The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by total senior securities representing indebtedness.
Previous wording
(1) Net purchases and originations/repayments and sales of portfolio investments includes the purchase and origination of portfolio investments, proceeds from principal payments on portfolio investments, proceeds from sale or redemption of portfolio investments, changes in receivable for investments sold, payable from investments purchased as reported in our statements of cash flows, as well as differences in proceeds from distributions received from Structured Finance Securities relative to accretion of interest income on Structured Finance Securities. Cash from net investment income includes all other cash flows from operating activities reported in our statements of cash flows.
Current wording
(1) Cash from net investment income includes all other cash flows from operating activities reported in our statements of cash flows. Net purchases and originations/repayments and sales of portfolio investments includes the purchase and origination of portfolio investments, proceeds from principal payments on portfolio investments, proceeds from sale or redemption of portfolio investments, changes in receivable for investments sold, payable from investments purchased as reported in our statements of cash flows, as well as differences in proceeds from distributions received from Structured Finance Securities relative to accretion of interest income on Structured Finance Securities.
Previous wording
During the three months ended March 31, 2024, net sales and repayments of portfolio investments of $6.1 million were primarily due to $13.4 million of cash we received from amortized cost repayments, sales on our portfolio investments and the net proceeds from distributions received from Structured Finance Securities and accretion of interest income on Structured Finance Securities, partially offset by $7.3 million of cash we used to purchase portfolio investments. During the three months ended March 31, 2023, net purchases and originations of portfolio investments of $0.9 million were primarily due to $9.9 million of cash we used to purchase portfolio investments, partially offset by $10.8 million of cash we received from amortized cost repayments, sales on our portfolio investments and the net proceeds from distributions received from Structured Finance Securities and accretion of interest income on Structured Finance Securities. See “—Portfolio Composition and Investment Activity—Investment Activity.”
Current wording
During the six months ended June 30, 2024, net sales and repayments of portfolio investments of $16.5 million were primarily due to $28.8 million of cash we received from principal repayments, sales on our portfolio investments and the net proceeds from distributions received from Structured Finance Securities and accretion of interest income on Structured Finance Securities, partially offset by $12.3 million of cash we used to purchase portfolio investments. During the six months ended June 30, 2023, net purchases and originations of portfolio investments of $0.3 million were primarily due to $26.3 million of cash we used to purchase portfolio investments, partially offset by $26.0 million of cash we received from amortized cost repayments, sales on our portfolio investments and the net proceeds from distributions received from Structured Finance Securities and accretion of interest income on Structured Finance Securities. See “—Portfolio Composition and Investment Activity—Investment Activity.”
Previous wording
SBIC I LP had an SBIC license that allowed it to obtain leverage by issuing SBA-guaranteed debentures. On March 1, 2024, SBIC I LP fully repaid its outstanding SBA debentures totaling $31.9 million and, on April 17, 2024, surrendered its license to operate as a SBIC. As of March 31, 2024 and December 31, 2023, SBIC I LP had outstanding debentures of $0.0 million and $31.9 million, respectively.
Current wording
SBIC I LP had an SBIC license that allowed it to obtain leverage by issuing SBA-guaranteed debentures. On March 1, 2024, SBIC I LP fully repaid its outstanding SBA debentures totaling $31.9 million and, on April 17, 2024, surrendered its license to operate as a SBIC. As of June 30, 2024 and December 31, 2023, SBIC I LP had outstanding debentures of $-0- and $31.9 million, respectively.
Previous wording
We are party to the BLA with Banc of California, as lender, to provide us with a senior secured revolving credit facility, or the Banc of California Credit Facility, which is available for general corporate purposes including investment funding. The maximum availability of the Banc of California Credit Facility is equal to 50% of the aggregate outstanding principal amount of eligible loans included in the borrowing base, which excludes subordinated loan investments (as defined in the BLA) and as otherwise specified in the BLA. The Banc of California Credit Facility is guaranteed by OFSCC-MB and secured by all of our and OFSCC-MB’s current and future assets, excluding assets held by OFSCC-FS and SBIC I LP and the our partnership interests in SBIC I LP.
Current wording
We are party to the BLA with Banc of California, as lender, to provide us with a senior secured revolving credit facility, or the Banc of California Credit Facility, which is available for general corporate purposes including investment funding. The maximum availability of the Banc of California Credit Facility is equal to 50% of the aggregate outstanding principal amount of eligible loans included in the borrowing base, which excludes subordinated loan investments (as defined in the BLA) and as otherwise specified in the BLA. The Banc of California Credit Facility is guaranteed by OFSCC-MB and secured by all of our and OFSCC-MB’s current and future assets, excluding assets held by OFSCC-FS and SBIC I LP and the Company’s partnership interests in SBIC I LP.
Previous wording
As of March 31, 2024, we had $-0- outstanding and an unused commitment of $25.0 million under the Banc of California Credit Facility, subject to a borrowing base and other covenants. As of March 31, 2024, the effective interest rate on the Banc of California Credit Facility was 9.25%.
Current wording
As of June 30, 2024, we had $-0- outstanding and an unused commitment of $25.0 million under the Banc of California Credit Facility, subject to a borrowing base and other covenants. The Banc of California Credit Facility bears interest at a variable Prime Rate plus a 0.25% margin, with a 5.00% floor, and as of June 30, 2024, the effective interest rate on the Banc of California Credit Facility was 9.25%.
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Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
Condition and Results of Operations—Critical Accounting Policies and Significant Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2023.
Current report — wording carried from elsewhere
Comparison of the three months ended June 30, 2024 and March 31, 2024
Current report — wording carried from elsewhere
Net loss on investments for the six months ended June 30, 2024 and 2023
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Our critical accounting policies and estimates are those relating to revenue recognition and fair value estimates. Management has discussed the development and selection of each critical accounting policy and estimate with the Audit