OFS Capital Corp
For the period ended Jun 30, 2025. Filed Aug 1, 2025.
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, 2025 · Filed Aug 1, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-02.
0001487918-25-000035
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-01.
0001487918-25-000093
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 142 previous paragraphs and 155 current paragraphs.
78 unchanged; 53 reworded; 23 added; 7 removed; 4 previous and 1 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 (23)
Current report
(1) A majority of our investments are classified as Level 3 under ASC Topic 820. This means that our portfolio valuations are based on unobservable inputs and assumptions about how market participants would price the asset in question. Inputs into the determination of fair value of our portfolio investments require significant management judgment and estimation.
Current report
During the six months ended June 30, 2025, we sold Structured Finance Securities for aggregate net proceeds of $8.5 million, resulting in an aggregate net realized loss of $5.7 million, of which $1.2 million was recognized during the six months ended June 30, 2025.
Current report
For the three months ended June 30, 2025, interest income and dividend income increased by $0.1 million compared to the prior quarter, primarily attributable to one additional accrual day.
Current report
Comparison of the six months ended June 30, 2025 and 2024
Current report
Interest expense for the three months ended June 30, 2025 remained stable compared to the prior quarter.
Current report
Comparison of the six months ended June 30, 2025 and 2024
Current report
Interest expense for the six months ended June 30, 2025 decreased $1.0 million compared to the corresponding period in the prior year, primarily due to a decrease in the average outstanding debt balance from $273.1 million during the corresponding period in the prior year to $248.5 million during the current year.
Current report
For the three months ended June 30, 2025, we recognized a net loss on investments of $12.9 million, primarily due to net unrealized depreciation of $7.8 million on our common equity investment in Pfanstiehl Holdings, Inc. and net unrealized depreciation of $2.0 million on our debt investments, of which $1.7 million related to our non-accrual debt investments.
Current report
Six months ended June 30, 2025
Current report
For the six months ended June 30, 2025, we recognized a net loss on investments of $23.7 million, comprised of net unrealized depreciation of $17.1 million and net realized losses of $6.8 million. The net unrealized depreciation during the period was primarily due to depreciation of $6.3 million on our common equity investment in Pfanstiehl Holdings, Inc. and $5.6 million on our non-accrual debt investments.
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
As of June 30, 2025, we had unfunded commitments of $16.1 million to ten portfolio companies.
Current report
Subsequent to June 30, 2025, we caused notices to be issued to the holders of the Unsecured Notes Due February 2026
Current report
regarding the exercise of our option to redeem in aggregate $94.0 million of the issued and outstanding Unsecured Notes Due
Current report
February 2026. See “—Recent Developments” for additional information.
Current report
Subsequent to June 30, 2025, we closed the public offering of $69.0 million aggregate principal amount of our Unsecured Notes Due July 2028. See “—Recent Developments” for additional information.
Current report
On June 18, 2025, OFSCC-FS executed an amendment to the BNP facility to extend the reinvestment period under the BNP Facility from June 20, 2025 to August 31, 2025.
Current report
Redemption of Unsecured Notes Due 2026
Current report
On July 11, 2025, we caused notices to be issued to the holders of the Unsecured Notes Due February 2026 regarding the exercise of our option to redeem on August 11, 2025 $25.0 million of the issued and outstanding amount of such notes, plus accrued interest. On July 22, 2025, we caused notices to be issued to the holders of the Unsecured Notes Due February 2026 regarding the exercise of our option to redeem on August 21, 2025 $69.0 million of the issued and outstanding amount of such notes, plus accrued interest. The Unsecured Notes Due February 2026 will be redeemed at the greater of (a) 100% of the principal amount of the Unsecured Notes Due February 2026 to be redeemed, or (b) the sum of the present value of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to each respective redemption date) on the Unsecured Notes Due February 2026 to be redeemed, discounted to each respective redemption date on a semi- annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points.
Current report
Issuance of Unsecured Notes Due July 2028
Current report
On July 23, 2025, we closed the public offering of $69.0 million aggregate principal amount of our Unsecured Notes Due July 2028, which included $9.0 million of aggregate principal amount related to the underwriters’ option to cover overallotments. The estimated net proceeds to us from the Unsecured Notes Due July 2028, after deducting underwriting fees of $1.4 million and estimated offering expenses of $0.3 million, was approximately $67.3 million. The Unsecured Notes Due July 2028 bear interest at a stated rate of 7.50% and will mature on July 31, 2028. We may redeem the Unsecured Notes Due July 2028 in whole or in part at any time, or from time to time, on or after July 31, 2026.
Current report
Declaration of a Distribution
Removed paragraphs (7)
Previous report
During the three months ended March 31, 2025, we sold a Structured Finance Security for net proceeds of $1.0 million and recognized a net realized loss of $1.8 million.
Previous report
Interest income decreased $0.5 million during the three months ended March 31, 2025 compared to the prior quarter, primarily attributable to the impact of lower SOFR rates driven by the U.S. Federal Reserve rate cuts enacted in the fourth quarter of 2024.
Previous report
Dividend income decreased $0.5 million during the three months ended March 31, 2025 compared to the prior quarter, primarily due to non-recurring cash dividends recognized during the prior quarter.
Previous report
Interest expense for the three months ended March 31, 2025 decreased $0.1 million compared to the prior quarter, primarily due to the reduction in the U.S. Federal Reserve target federal funds rate effected during the prior quarter reducing the cost of debt on our BNP Facility.
Previous report
Other expenses for the three months ended March 31, 2025 decreased $0.1 million compared to the prior quarter, primarily due to non-recurring investment transaction expenses of $0.1 million recognized during the prior quarter.
Previous report
During the three months ended December 31, 2024, our portfolio experienced net gains of $21.4 million, primarily due to net unrealized appreciation of $15.6 million on our common equity investment in Pfanstiehl Holdings, Inc.
Previous report
As of March 31, 2025, we had unfunded commitments of $13.8 million to nine portfolio companies.
Reworded paragraphs (53)
Previous wording
Our NAV per common share decreased to $11.97 at March 31, 2025 from $12.85 at December 31, 2024, due to a net loss on investments of $0.80 per common share and our quarterly distribution of $0.34 per common share exceeding our quarterly net investment income of $0.26 per common share.
Current wording
Our NAV per common share decreased to $10.91 at June 30, 2025 from $11.97 at March 31, 2025, due to a net loss on investments of $0.97 per common share and our quarterly distribution of $0.34 per common share exceeding our quarterly net investment income of $0.25 per common share.
Previous wording
For the quarter ended March 31, 2025, total investment income decreased to $10.3 million from $11.6 million in the prior quarter, primarily due to decreases in interest income of $0.5 million, dividend income of $0.5 million and fee income of $0.3 million. See “—Results of Operations” for additional information.
Current wording
For the quarter ended June 30, 2025, total investment income increased to $10.5 million from $10.3 million in the prior quarter, primarily due to an increase in non-recurring fee income of $0.1 million. See “—Results of Operations” for additional information.
Previous wording
Our total outstanding debt decreased from $248.4 million at December 31, 2024 to $248.1 million at March 31, 2025. For the quarter ended March 31, 2025, our weighted-average debt interest costs remained stable at 6.29% compared to 6.30% for the quarter ended December 31, 2024. As of March 31, 2025, we had outstanding debt of $128.5 million contractually maturing in February 2026, which comprised 52% of our total outstanding debt. See “—Liquidity and Capital Resources” for additional details.
Current wording
Our total outstanding debt decreased from $248.1 million at March 31, 2025 to $243.4 million at June 30, 2025. For the quarter ended June 30, 2025, our weighted-average debt interest costs remained relatively stable at 6.21% compared to 6.29% for the quarter ended March 31, 2025. See “—Liquidity and Capital Resources” and “—Recent Developments” for additional details.
Previous wording
For the quarter ended March 31, 2025, we recognized a net loss on investments of $10.8 million due to net unrealized depreciation, net of taxes, of $8.2 million and a net realized loss of $2.6 million. For the quarter ended March 31, 2025, our net unrealized depreciation, net of taxes, of $8.2 million was primarily due to net unrealized depreciation of $7.3 million on our debt investments, of which $3.9 million related to non-accrual debt investments. For the quarter ended March 31, 2025, our net realized loss of $2.6 million was primarily due to a realized loss of $1.8 million recognized upon the sale of a non-performing Structured Finance Security. As of March 31, 2025, our loan portfolio had non-accrual loans with an aggregate fair value of $16.9 million, or 4.2% of our total investments at fair value. See “—Portfolio Composition and Investment Activity” for additional information.
Current wording
For the quarter ended June 30, 2025, we recognized a net loss on investments of $12.9 million due to net unrealized depreciation, net of taxes, of $8.7 million and a net realized loss of $4.2 million. For the quarter ended June 30, 2025, our net unrealized depreciation, net of taxes, of $8.7 million was primarily attributable to net unrealized depreciation of $7.8 million on our common equity investment in Pfanstiehl Holdings, Inc. For the quarter ended June 30, 2025, our net realized loss of $4.2 million was primarily due to a net realized loss of $4.0 million recognized upon the sale of certain Structured Finance Securities, which had been primarily recognized in prior periods. As of June 30, 2025, we had non-accrual loans with an aggregate fair value of $15.2 million, or 4.0% of our total investments at fair value. See “—Portfolio Composition and Investment Activity” for additional information.
Previous wording
As of March 31, 2025, our asset coverage ratio of 165% 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, 2025, we had unused commitments of $21.5 million under our Banc of California Credit Facility, and $85.5 million under our BNP Facility, each of which is subject to a borrowing base and other covenants. As of March 31, 2025, we had unfunded commitments of $13.8 million to nine portfolio companies. See “—Liquidity and Capital Resources” for additional information.
Current wording
As of June 30, 2025, our asset coverage ratio of 160% 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, 2025, we had unused commitments of $25.0 million under our Banc of California Credit Facility and $86.6 million under our BNP Facility, each of which is subject to a borrowing base and other covenants. As of June 30, 2025, we had unfunded commitments of $16.1 million to ten portfolio companies. See “—Liquidity and Capital Resources” for additional information.
Previous wording
On April 29, 2025, the Board declared a distribution of $0.34 per share for the second quarter of 2025, payable on June 30, 2025 to stockholders of record as of June 20, 2025.
Current wording
On July 29, 2025, the Board declared a distribution of $0.34 per share for the third quarter of 2025, payable on September 30, 2025 to stockholders of record as of September 19, 2025.
Previous 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
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 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, 2024.
Previous wording
The following table illustrates the impact of our fair value measures if we selected the low or high end of the range of values for all investments as of March 31, 2025 (dollar amounts in thousands):
Current wording
The following table illustrates the impact of our fair value measures if we selected the low or high end of the range of estimated values for all investments as of June 30, 2025 (dollar amounts in thousands):
Previous wording
We are generally permitted to co-invest with Affiliated Funds if, under the terms of the Order, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including that: (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned; (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies; (3) the investment by our affiliates would not disadvantage us, and our participation would not be on a basis different from or less advantageous than that on which our affiliates are investing; and (4) the proposed investment by us would not benefit OFS Advisor, the other Affiliated Funds that are participating in the investment, or any affiliated person of any of them (other than parties to the transaction), except to the extent permitted by the exemptive relief and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act.
Current wording
The 1940 Act generally prohibits BDCs from making certain negotiated co-investments with certain affiliates absent an order from the SEC permitting the BDC to do so. On August 4, 2020, we received our existing Order, which superseded a previous order that we received on October 12, 2016, and provides us with greater flexibility to enter into co-investment transactions with certain Affiliated Funds in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with certain conditions. We are generally permitted to co-invest with Affiliated Funds if, under the terms of the Order, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including that: (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned; (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies; (3) the investment by our affiliates would not disadvantage us, and our participation would not be on a basis different from or less advantageous than that on which our affiliates are investing; and (4) the proposed investment by us would not benefit OFS Advisor, the other Affiliated Funds that are participating in the investment, or any affiliated person of any of them (other than parties to the transaction), except to the extent permitted by the exemptive relief and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act.
Previous wording
As of March 31, 2025, the fair value of our debt investment portfolio totaled $215.9 million in 35 portfolio companies, of which approximately 85% and 15% were first lien and second lien debt investments, respectively. We also had equity investments in 15 portfolio companies with a fair value of approximately $107.7 million and 18 investments in Structured Finance Securities with a fair value of $79.5 million. As of March 31, 2025, we had unfunded commitments of $13.8 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, 2025 and December 31, 2024.
Current wording
As of June 30, 2025, the fair value of our debt investment portfolio totaled $211.3 million in 35 portfolio companies, of which approximately 85% and 15% were first lien and second lien debt investments, respectively. We also had equity investments in 15 portfolio companies with a fair value of approximately $98.9 million and 15 investments in Structured Finance Securities with a fair value of $72.6 million. As of June 30, 2025, we had unfunded commitments of $16.1 million to ten portfolio companies. Set forth in the tables and charts below is selected information with respect to our portfolio as of June 30, 2025 and December 31, 2024.
Previous wording
As of March 31, 2025, our common equity investment in Pfanstiehl Holdings, Inc., a global manufacturer of high-purity pharmaceutical ingredients, accounted for 22.5% and 56.6% 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 $90.5 million.
Current wording
As of June 30, 2025, our common equity investment in Pfanstiehl Holdings, Inc., a global manufacturer of high-purity pharmaceutical ingredients, accounted for 21.7% and 56.8% 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 $82.8 million. The valuation’s unobservable inputs incorporate discounts for the minority-interest and illiquid nature of the security; however, the valuation, in accordance with fair value concepts, does not directly factor in inputs related to a potential forced sale or non-orderly transaction that could be executed in the future, and that may be specific to the entity’s objectives, and are not representative of market-participant assumptions that would otherwise be utilized in an orderly transaction.
Previous wording
As of March 31, 2025, approximately 4.5% and 11.4% 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, 2025, approximately 4.6% and 12.1% 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, 2025, the weighted-average performing income yield on interest-bearing investments decreased to 13.4% from 13.8% during the prior quarter, primarily due to an aggregate 50 basis point reduction in the U.S. Federal Reserve target federal funds rate enacted during the prior quarter. As of March 31, 2025, 90% of our total loan portfolio, at fair value, consisted of variable rate investments, generally indexed to SOFR. See additional information under “Item 3. Quantitative and Qualitative Disclosures About Market Risk”.
Current wording
For the three months ended June 30, 2025, the weighted-average performing income yield on interest-bearing investments increased to 13.6% from 13.4% during the prior quarter, primarily due to a 21 basis point increase in earned yields on our debt investments. As of June 30, 2025, 90% of our total loan portfolio, at fair value, consisted of variable rate investments, generally indexed to SOFR. See additional information under “Item 3. Quantitative and Qualitative Disclosures About Market Risk”.
Previous wording
(1) As of March 31, 2025 and December 31, 2024, 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 $127.9 million and $118.9 million, respectively, and $128.1 million and $119.2 million, respectively.
Current wording
(1) As of June 30, 2025 and December 31, 2024, 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 $134.5 million and $125.5 million, respectively, and $128.1 million and $119.2 million, respectively.
Previous wording
As of March 31, 2025, 100% of our loan portfolio and 54% of our total portfolio consisted of first lien and second lien loans, based on fair value.
Current wording
As of June 30, 2025, 100% of our loan portfolio and 55% of our total portfolio consisted of first lien and second lien loans, based on fair value.
Previous wording
As of March 31, 2025, the three largest industries of our Portfolio Company Investments by fair value, were: (1) Manufacturing (38.2%); (2) Health Care and Social Assistance (20.2%); and (3) Administrative and Support and Waste Management and Remediation Services (6.6%), totaling an aggregate of approximately 65.0% 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, 2025, the three largest industries of our Portfolio Company Investments by fair value, were: (1) Manufacturing (35.3%); (2) Health Care and Social Assistance (20.3%); and (3) Administrative and Support and Waste Management and Remediation Services (6.8%), totaling an aggregate of approximately 62.4% 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
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. As of March 31, 2025, the amortized cost and fair value ofnon-performing Structured Finance Securities were$6.2 million and $1.6 million, respectively.
Current wording
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. As of June 30, 2025, the amortized cost and fair value ofnon-performing Structured Finance Securities were$2.4 million and $0.5 million, respectively.
Previous wording
The following is a summary of our investment activity for the three months ended March 31, 2025 and March 31, 2024 (dollar amounts in thousands):
Current wording
The following is a summary of our investment activity for the three months ended June 30, 2025 and March 31, 2025, and the six months ended June 30, 2025 and 2024 (dollar amounts in thousands):
Previous wording
For the three months ended March 31, 2025, no new loans were placed on non-accrual status.
Current wording
For the three and six months ended June 30, 2025, no new loans were placed on non-accrual status.
Previous wording
We do not believe that our historical operating performance is necessarily indicative of our future results of operations. We are primarily focused on debt investments in middle-market and larger companies in the United States and, to a lesser extent, equity investments, including warrants and other minority equity securities, and Structured Finance Securities. This approach differs from our historical investment concentration in that we now also focus on the debt of larger U.S. companies and Structured Finance Securities. Moreover, as a BDC and a RIC, we are also subject to certain constraints on our operations, including, but not limited to, limitations imposed by the 1940 Act and the Code. For the reasons described above, the results of operations described below may not necessarily be indicative of the results we expect to report in future periods.
Current wording
We do not believe that our historical operating performance is necessarily indicative of our future results of operations. We are primarily focused on debt investments in middle-market and larger companies in the United States and, to a lesser extent, equity investments, including warrants and other minority equity securities, and Structured Finance Securities. Moreover, as a BDC and a RIC, we are also subject to certain constraints on our operations, including, but not limited to, limitations imposed by the 1940 Act and the Code. For the reasons described above, the results of operations described below may not necessarily be indicative of the results we expect to report in future periods.
Previous wording
Comparison of the three months ended March 31, 2025 and December 31, 2024 and comparison of the three months ended March 31, 2025 and 2024
Current wording
Comparison of the three months ended June 30, 2025 and March 31, 2025 and comparison of the six months ended June 30, 2025 and 2024
Previous wording
Consolidated operating results for the three months ended March 31, 2025, December 31, 2024 and March 31, 2024 are as follows (in thousands):
Current wording
Consolidated operating results for the three months ended June 30, 2025 and March 31, 2025 and the six months ended June 30, 2025 and 2024 are as follows (in thousands):
Previous wording
For the three months ended March 31, 2025, total investment income decreased to $10.3 million from $11.6 million in the prior quarter, primarily due to decreases in interest income of $0.5 million, dividend income of $0.5 million and fee income of $0.3 million.
Current wording
For the three months ended June 30, 2025, total investment income increased to $10.5 million from $10.3 million in the prior quarter, primarily due to an increase in non-recurring fee income of $0.1 million.
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 December 31, 2024, we received syndication and prepayments fees of $0.3 million, compared to no syndication or prepayment fees for the three months ended March 31, 2025.
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, 2025, we recognized syndication fee income of $0.1 million, compared to no syndication fees for the three months ended March 31, 2025.
Previous wording
Total investment income for the three months ended March 31, 2025 decreased $3.9 million compared to the corresponding period in the prior year, primarily due to decreases in total dividend income of $2.4 million and total interest income of $1.4 million.
Current wording
Total investment income for the six months ended June 30, 2025 decreased $4.6 million compared to the corresponding period in the prior year, primarily due to decreases in total dividend income of $2.4 million and total interest income of $2.3 million.
Previous wording
Operating expenses for the three months ended March 31, 2025, December 31, 2024 and March 31, 2024 are presented below (in thousands):
Current wording
Operating expenses for the three months ended June 30, 2025 and March 31, 2025, and the six months ended June 30, 2025 and 2024 are presented below (in thousands):
Previous wording
Income Incentive Fees for the three months ended March 31, 2025 decreased $0.7 million compared to the prior quarter, primarily due to a decrease in net investment income return on net assets in the current quarter.
Current wording
Income Incentive Fees for the three months ended June 30, 2025 increased $0.5 million compared to the prior quarter, primarily due to an increase in net investment income return on net assets in the current quarter.
Previous wording
Net gain (loss) on investments, inclusive of realized and unrealized gains (losses), by investment type for the three months ended March 31, 2025, December 31, 2024 and March 31, 2024 were as follows (in thousands):
Current wording
Net loss on investments, inclusive of realized and unrealized gains (losses), by investment type for the three months ended June 30, 2025 and March 31, 2025, and the six months ended June 30, 2025 and 2024 were as follows (in thousands):
Previous wording
For the three months ended March 31, 2025, we recognized a net loss on investments of $10.8 million, primarily comprised of aggregate net losses of $9.3 million on our debt and equity investments and $1.5 million on our Structured Finance Securities.
Current wording
For the three months ended March 31, 2025, we recognized a net loss on investments of $10.8 million, primarily comprised of net losses of $8.1 million on our debt investments, of which $3.9 million related to non-accrual debt investments, and net losses of $1.5 million on our Structured Finance Securities.
Previous wording
As of March 31, 2025, we held cash and cash equivalents of $4.1 million, which included $2.6 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 three months ended March 31, 2025, the Parent received $2.5 million in cash distributions from OFSCC-FS.
Current wording
As of June 30, 2025, we held cash and cash equivalents of $10.2 million, which included $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, 2025, the Parent received $4.9 million in cash distributions from OFSCC-FS.
Previous wording
As of March 31, 2025, we had an unused commitment of $21.5 million under our Banc of California Credit Facility, as well as an unused commitment of $85.5 million under our BNP Facility, both of which are subject to borrowing base requirements and other covenants. The reinvestment period of the BNP Facility ends on June 20, 2025, upon which the ability to access the unused commitment of the facility terminates. The BNP Facility is scheduled to mature on June 20, 2027. If we are unable to amend the BNP Facility to extend the reinvestment period or enter into a new credit facility, our short-term liquidity will be significantly reduced.
Current wording
As of June 30, 2025, we had an unused commitment of $25.0 million under our Banc of California Credit Facility, as well as an unused commitment of $86.6 million under our BNP Facility, both of which are subject to borrowing base requirements and other covenants. On June 18, 2025, OFSCC-FS executed an amendment to the BNP Facility to extend its reinvestment period to August 31, 2025, upon which the ability to access the unused commitment of the facility terminates. The BNP Facility is scheduled to mature on June 20, 2027. If we are unable to amend the BNP Facility to extend the reinvestment period or enter into a new credit facility, our short-term liquidity will be significantly reduced.
Previous wording
As of March 31, 2025, the aggregate amount outstanding of the senior securities issued by us was $248.1 million, for which our asset coverage was 165%, 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, 2025, the aggregate amount outstanding of the senior securities issued by us was $243.4 million, for which our asset coverage was 160%, 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
(2) The determination of the tax attributes of our distributions is made annually as of the end of our fiscal year based upon our ICTI for the full year and distributions paid for the full year. Therefore, a determination made on a quarterly basis may not be representative of the actual tax attributes of our distributions for a full year.
Current wording
(2) We currently estimate that a portion of our distributions for the year ending December 31, 2025 will be characterized as a tax return of capital. The determination of the tax attributes of our distributions is made annually as of the end of our fiscal year based upon our ICTI for the full year and distributions paid for the full year. Therefore, a determination made on a quarterly basis may not be representative of the actual tax attributes of our distributions for a full year.
Previous wording
For the three months ended March 31, 2025, cash from net investment income of $0.9 million decreased $2.2 million compared to the three months ended March 31, 2024, primarily due to a decrease of $1.8 million in cash interest income.
Current wording
For the six months ended June 30, 2025, cash from net investment income of $6.0 million remained stable compared to the six months ended June 30, 2024.
Previous wording
During the three months ended March 31, 2025, net sales and repayments of portfolio investments of $1.9 million were primarily due to $14.2 million of cash we received from principal repayments, sales on our portfolio investments and the proceeds from distributions received from Structured Finance Securities, net of accretion of interest income on Structured Finance Securities, partially offset by $12.2 million of cash we used to purchase portfolio investments. 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, 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. See “—Portfolio Composition and Investment Activity—Investment Activity.”
Current wording
During the six months ended June 30, 2025, net repayments and sales of portfolio investments of $12.2 million were primarily due to $36.9 million of cash we received from principal repayments, sales on our portfolio investments and the proceeds from distributions received from Structured Finance Securities, net of accretion of interest income on Structured Finance Securities, partially offset by $24.7 million of cash we used to purchase portfolio investments. During the six months ended June 30, 2024, net repayments and sales 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. See “—Portfolio Composition and Investment Activity—Investment Activity.”
Previous wording
As of March 31, 2025, we had $248.1 million of outstanding debt with a weighted-average effective interest rate of 6.19%. Our Unsecured Notes Due February 2026 and the Banc of California Facility, which comprised 52% of our outstanding debt, mature on February 10, 2026 and February 28, 2026, respectively .
Current wording
As of June 30, 2025, we had $243.4 million of outstanding debt with a weighted-average effective interest rate of 6.13%.
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 and is scheduled to mature on February 28, 2026. The Banc of California Credit Facility currently bears interest at a variable Prime Rate plus a 0.25% margin, with a 5.00% floor, and as of March 31, 2025, the effective interest rate on the Banc of California Credit Facility was 11.35%. 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 typically excludes Structured Finance Securities 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 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 and is scheduled to mature on February 28, 2026. The Banc of California Credit Facility currently bears interest at a variable Prime Rate plus a 0.25% margin, with a 5.00% floor, and an annual commitment fee of 0.50% based on the maximum principal amount of the facility. As of June 30, 2025, the effective interest rate on the Banc of California Credit Facility was 8.25%. 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 typically excludes Structured Finance Securities 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 our partnership interests in SBIC I LP.
Previous wording
As of March 31, 2025, we had $3.5 million outstanding and an unused commitment of $21.5 million under the Banc of California Credit Facility, subject to a borrowing base and other covenants.
Current wording
As of June 30, 2025, we hadno outstanding indebtedness and an unused commitment of $25.0 million under the Banc of California Credit Facility, subject to a borrowing base and other covenants.
Previous wording
In order to, among other things, reduce future cash interest payments, as well as future amounts due at maturity or upon redemption, we may, from time to time, purchase the Unsecured Notes for cash in open market purchases and/or privately negotiated transactions. We will evaluate any such transactions in light of then-existing market conditions, taking into account our current liquidity, prospects for future access to capital, contractual restrictions and other factors. The amounts involved in any such transactions, individually or in the aggregate, may be material. During the three months ended March 31, 2025, no outstanding Unsecured Notes were repurchased.
Current wording
In order to, among other things, reduce future cash interest payments, as well as future amounts due at maturity or upon redemption, we may, from time to time, purchase the Unsecured Notes for cash in open market purchases and/or privately negotiated transactions. We will evaluate any such transactions in light of then-existing market conditions, taking into account our current liquidity, prospects for future access to capital, contractual restrictions and other factors. The amounts involved in any such transactions, individually or in the aggregate, may be material. During the six months ended June 30, 2025, no outstanding Unsecured Notes were repurchased.
Previous wording
(3) We may redeem the Unsecured Notes Due February 2026 in whole or in part at any time, or from time to time. We are required to pay a “make-whole” premium if the redemption date is prior to November 10, 2025. We may redeem the Unsecured Notes Due October 2028 in whole or in part at any time.
Current wording
(3) We may redeem the Unsecured Notes Due February 2026 in whole or in part at any time, or from time to time. We may be required to pay a “make-whole” premium on redemptions dated prior to November 10, 2025. We may redeem the Unsecured Notes Due October 2028 in whole or in part at any time.
Showing the first 40 of 53 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Net gain (loss) on investments for the six months ended June 30, 2025 and 2024
Rearranged previous paragraphs (4)
Previous report — wording carried 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, 2024.
Previous report — wording carried elsewhere
The 1940 Act generally prohibits BDCs from making certain negotiated co-investments with certain affiliates absent an order from the SEC permitting the BDC to do so. On August 4, 2020, we received our existing Order, which superseded a previous order that we received on October 12, 2016, and provides us with greater flexibility to enter into co-investment transactions with certain Affiliated Funds in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with certain conditions.
Previous report — wording carried elsewhere
Comparison of the three months ended March 31, 2025 and December 31, 2024
Previous report — wording carried elsewhere
For the three months ended March 31, 2025, our net loss on debt investments of $8.1 million was primarily due to net unrealized depreciation of $7.3 million, of which $3.9 million related to non-accrual debt investments.