OFS Capital Corp
For the period ended Sep 30, 2025. Filed Oct 31, 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.
Sep 30, 2025 · Filed Oct 31, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
| ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the quarterly period ended September 30, 2025
or
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from _______ to _______
Commission file number 814-00813
OFS CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 46-1339639 |
|---|---|
| State or Other Jurisdiction of | I.R.S. Employer Identification No. |
| Incorporation or Organization | |
| 222 W. Adams Street, Suite 1850, Chicago, Illinois | 60606 |
| Address of Principal Executive Offices | Zip Code |
| Registrant’s Telephone Number, Including Area Code | |
| Not applicable | |
| Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report | |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value per share | OFS | The Nasdaq Global Select Market |
| 4.95% Notes due 2028 | OFSSH | The Nasdaq Global Select Market |
| 7.50% Notes due 2028 | OFSSO | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ¨ |
| Emerging growth company | ¨ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes¨ Noý
The number of shares of the issuer’s Common Stock, $0.01 par value, outstanding as of October 28, 2025 was 13,398,078.
OFS CAPITAL CORPORATION
TABLE OF CONTENTS
| PART I. FINANCIAL INFORMATION | ||
|---|---|---|
| Item 1. · Consolidated Financial Statements | ||
| Consolidated Statements of Assets and Liabilities as of September 30, 2025 (unaudited) and December 31, 2024 | 3 | |
| Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 (unaudited) and 2024 (unaudited) | 4 | |
| Consolidated Statements of Changes in Net Assets for the Three and Nine Months Ended September 30, 2025 (unaudited) and 2024 (unaudited) | 5 | |
| Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 (unaudited) and 2024 (unaudited) | 7 | |
| Consolidated Schedules of Investments as of September 30, 2025 (unaudited) and December 31, 2024 | 8 | |
| Notes to Consolidated Financial Statements (unaudited) | 26 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 48 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 64 |
| Item 4. | Controls and Procedures | 65 |
| PART II. OTHER INFORMATION | 66 | |
| Item 1. | Legal Proceedings | 66 |
| Item 1A. | Risk Factors | 66 |
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 66 |
| Item 3. | Defaults Upon Senior Securities | 66 |
| Item 4. | Mine Safety Disclosures | 66 |
| Item 5. | Other Information | 67 |
| Item 6. | Exhibits | 68 |
| SIGNATURES | 69 | |
OFS®, OFS Capital®, OFS Credit® and HPCI® are registered trademarks of Orchard First Source Asset Management, LLC.
OFS Capital Management™ is a trademark of Orchard First Source Asset Management, LLC.
All other trademarks or trade names referred to in this Quarterly Report on Form 10-Q are the property of their respective owners.
Defined Terms
We have used “we,” “us,” “our,” “our company” and “the Company” to refer to OFS Capital Corporation in this report. We also have used several other terms in this report, which are explained or defined below:
| Term | Explanation or Definition |
|---|---|
| 1940 Act | Investment Company Act of 1940, as amended |
| Administration Agreement | Administration Agreement between the Company and OFS Services dated November 7, 2012 |
| Affiliated Account | An account, other than the Company, managed by OFS Advisor or an affiliate of OFS Advisor |
| Affiliated Fund | Certain other funds, including other BDCs and registered investment companies managed by OFS Advisor or by registered investment advisers controlling, controlled by, or under common control with, OFS Advisor |
| ASC | Accounting Standards Codification, as issued by the FASB |
| BDC | Business Development Company under the 1940 Act |
| BLA | Business Loan Agreement, as amended, with Banc of California, as lender, which provides the Company with a senior secured revolving credit facility |
| BNP Facility | A secured revolving credit facility, as amended, that provided borrowings in an aggregate principal amount up to $80,000,000 during its reinvestment period, issued pursuant to a Revolving Credit and Security Agreement, as amended, by and among OFSCC-FS, the lenders from time to time parties thereto, BNP Paribas, as administrative agent, OFSCC-FS Holdings, LLC, a wholly owned subsidiary of the Company, as equityholder, the Company, as servicer, Citibank, N.A., as collateral agent and Virtus Group, LP, as collateral administrator |
| Board | The Company’s board of directors |
| Banc of California Credit Facility | A senior secured revolving credit facility, as amended, with Banc of California (formerly known as Pacific Western Bank), as lender, that provides for borrowings to the Company in an aggregate principal amount up to $25,000,000 |
| CLO | Collateralized loan obligation |
| Code | Internal Revenue Code of 1986, as amended |
| Company | OFS Capital Corporation and its consolidated subsidiaries |
| DRIP | Dividend reinvestment plan |
| EBITDA | Earnings before interest, taxes, depreciation and amortization |
| Exchange Act | Securities Exchange Act of 1934, as amended |
| FASB | Financial Accounting Standards Board |
| FDIC | Federal Deposit Insurance Corporation |
| GAAP | Accounting principles generally accepted in the United States |
| HPCI | Hancock Park Corporate Income, Inc., a Maryland corporation and non-traded BDC, for which OFS Advisor serves as investment adviser |
| ICTI | Investment company taxable income, which is generally net ordinary income plus net short-term capital gains in excess of net long-term capital losses |
| Indicative Prices | Market quotations, prices from pricing services or bids from brokers or dealers |
| Investment Advisory Agreement | Investment Advisory and Management Agreement between the Company and OFS Advisor dated November 7, 2012 |
| NAV | Net asset value. NAV is calculated as consolidated total assets less consolidated total liabilities and can be expressed in the aggregate or on a per share basis |
| Net Loan Fees | The cumulative amount of fees, such as origination fees, discounts, premiums and amendment fees that are deferred and recognized as income over the life of the loan |
| OCCI | OFS Credit Company, Inc., a Delaware corporation and a non-diversified, closed-end management investment company, for which OFS Advisor serves as investment adviser |
| OFS Advisor | OFS Capital Management, LLC, a wholly owned subsidiary of OFSAM and registered investment advisor under the Investment Advisers Act of 1940, as amended, focusing primarily on investments in middle market loans and broadly syndicated loans, debt and equity positions in CLOs and other structured credit investments |
| OFS Services | OFS Capital Services, LLC, a wholly owned subsidiary of OFSAM and affiliate of OFS Advisor |
| Term | Explanation or Definition |
|---|---|
| OFSAM | Orchard First Source Asset Management, LLC, a subsidiary of OFSAM Holdings and a full-service provider of capital and leveraged finance solutions to U.S. corporations |
| OFSAM Holdings | Orchard First Source Asset Management Holdings, LLC, a holding company consisting of asset management businesses, including OFS Advisor, a registered investment adviser focusing primarily on investments in middle market loans and broadly syndicated loans, debt and equity positions in CLOs and other structured credit investments, and OFS CLO Management, LLC, OFS CLO Management II, LLC and OFS CLO Management III, LLC, each a registered investment adviser focusing primarily on investments in broadly syndicated loans |
| OFSCC-FS | OFSCC-FS, LLC, an indirect wholly owned subsidiary of the Company |
| OFSCC-FS Assets | Assets held by the Company through OFSCC-FS |
| OFSCC-MB | OFSCC-MB, Inc., a wholly owned subsidiary taxed under subchapter C of the Code that generally holds the equity investments of the Company that are taxed as pass-through entities |
| OID | Original issue discount |
| Order | An exemptive relief order from the SEC to permit us to co-invest in portfolio companies with 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 |
| Parent | OFS Capital Corporation |
| PIK | Payment-in-kind, non-cash interest or dividends payable as an addition to the loan or equity security producing the income |
| Portfolio Company Investment | A debt or equity investment in a portfolio company. Portfolio Company Investments exclude Structured Finance Securities |
| Prime Rate | United States Prime interest rate |
| RIC | Regulated investment company under the Code |
| SBA | United States Small Business Administration |
| SBIC | A fund licensed under the SBA Small Business Investment Company Program |
| SBIC I LP | OFS SBIC I, LP, a wholly owned subsidiary of the Company and former SBIC |
| SEC | United States Securities and Exchange Commission |
| Securities Act | Securities Act of 1933, as amended |
| SOFR | Secured Overnight Financing Rate |
| Securities Purchase Agreement | An agreement between the Company and an institutional accredited investor dated August 8, 2025 in which the Company sold, in a private placement, the Unsecured Note Due August 2029 |
| Stock Repurchase Program | The open market stock repurchase program for shares of the Company’s common stock under Rule 10b-18 of the Exchange Act |
| Structured Finance Securities | CLO mezzanine debt, CLO subordinated notes and CLO loan accumulation facility securities |
| Unsecured Notes | The Unsecured Notes Due February 2026, the Unsecured Notes Due July 2028, the Unsecured Notes Due October 2028 and the Unsecured Note Due August 2029 |
| Unsecured Notes Due February 2026 | The Company’s $125.0 million aggregate principal amount of 4.75% notes due February 10, 2026, which were partially redeemed on August 11, 2025 and August 21, 2025 |
| Unsecured Notes Due July 2028 | The Company’s $69.0 million aggregate principal amount of 7.50% notes due July 31, 2028 |
| Unsecured Notes Due October 2028 | The Company’s $55.0 million aggregate principal amount of 4.95% notes due October 31, 2028 |
| Unsecured Note Due August 2029 | The Company’s $25.0 million principal amount 8.00% note due August 8, 2029 |
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs and our assumptions. Words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “would”, “should”, “targets”, “projects” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:
our ability and experience operating a BDC or maintaining our tax treatment as a RIC under Subchapter M of the Code;
our dependence on key personnel;
our ability to maintain or develop referral relationships;
our ability to replicate historical results;
the ability of OFS Advisor to identify, invest in and monitor companies that meet our investment criteria;
the belief that the carrying amounts of our financial instruments, such as cash, cash equivalents, receivables and payables approximate the fair value of such items due to the short maturity of such instruments and that such financial instruments are held with high credit quality institutions to mitigate the risk of loss due to credit risk;
actual and potential conflicts of interest with OFS Advisor and other affiliates of OFSAM Holdings;
constraint on investment due to access to material nonpublic information;
restrictions on our ability to enter into transactions with our affiliates;
the use of borrowed money to finance a portion of our investments;
our ability to incur additional leverage pursuant to Section 61(a)(2) of the 1940 Act and the impact of such leverage on our net investment income and results of operations;
competition for investment opportunities;
the belief that the seniority of our debt investments in a borrower’s capital structure may provide greater downside protection against adverse economic changes, including those caused by the impacts of interest rate and inflation rate changes, the ongoing war between Russia and Ukraine, the escalated armed conflict and heightened regional tensions in the Middle East, instability in the U.S. and international banking systems, the agenda of the U.S. presidential administration, including the impact of tariff enactment and tax reductions, trade disputes with other countries, the risk of recession or the impact of the prolonged shutdown of U.S. government services, and related market volatility on our business, our portfolio companies, our industry and the global economy;
the percentage of investments that will bear interest on a floating rate or fixed rate basis;
the holding period of our investments;
the impact of alternative reference rates on our business, including potential additional interest rate reductions approved by the U.S. Federal Reserve, which may impact our investment income, cost of funding and the valuation of our investments;
our ability to raise debt or equity capital as a BDC;
the timing, form and amount of any distributions from our portfolio companies;
the impact of a protracted decline in the liquidity of credit markets on our business;
the general economy and its impact on the industries in which we invest;
the impact of current political, economic and industry conditions, including changes in the interest rate environment, inflation, significant market volatility, supply chain and labor market disruptions, including those as a result of strikes, work stoppages or accidents, resource shortages and other conditions affecting the financial and capital markets, which, in turn, impacts our business prospects and the prospects of our portfolio companies;
the general uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the Middle East, the European Union and China;
our ability to consummate credit facilities in the future on commercially reasonable terms, if at all;
the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks;
the belief that we have sufficient levels of liquidity to support our existing portfolio companies;
the belief that our cash and cash equivalent balances are not exposed to any significant credit risk;
the fluctuation of the fair value of our investments due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value; and
the effect of new or modified laws or regulations, including accounting pronouncements and rule issuances, governing our operations.
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include, among others, those described or identified in “Part I—Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 4, 2025 and in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025, filed on May 2, 2025 and August 1, 2025, respectively. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report on Form 10-Q.
We have based the forward-looking statements on information available to us on the date of this Quarterly Report on Form 10-Q. Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The forward-looking statements and projections contained in this Quarterly Report on Form 10-Q are excluded from the safe harbor protection provided by Section 21E of the Exchange Act.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.