Document
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 June 30, 2020
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
 
 
 
 
 
10 S. Wacker Drive, Suite 2500, Chicago, Illinois
 
60606
Address of Principal Executive Offices
 
Zip Code
 
 
 
 
(847) 734-2000
 
                                      Registrant’s Telephone Number, Including Area Code
 
 
 
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
6.375% Notes due 2025
OFSSL
The Nasdaq Global Select Market
6.50% Notes due 2025
OFSSZ
The Nasdaq Global Select Market
5.95% Notes due 2026
OFSSI
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  ¨     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
ý
 
 
 
 
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  ¨     No  ý

The number of shares of the issuer’s Common Stock, $0.01 par value, outstanding as of July 29, 2020 was 13,399,694.



OFS CAPITAL CORPORATION

TABLE OF CONTENTS
 
 
Item 1.
 
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
Item 1.
Item 1A.
Item 2
Item 3.
Item 4.
Item 5.
Item 6.

2


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
Another account managed by OFS Advisor or an affiliate of OFS Advisor
ASC
Accounting Standards Codification, as issued by the FASB
ASU
Accounting Standards Updates, as issued by the FASB
BDC
Business Development Company under the 1940 Act
BLA
Business Loan Agreement, as amended, with Pacific Western Bank, as lender, which provides the Company with a senior secured revolving credit facility
BNP Facility
A secured revolving credit facility that provides for borrowings in an aggregate principal amount up to $150,000,000 issued pursuant to a Revolving Credit and Security Agreement 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
CLO
Collateralized loan obligation
Code
Internal Revenue Code of 1986, as amended
Company
OFS Capital Corporation and its consolidated subsidiaries
DRIP
Distribution reinvestment plan
EBITDA
Earnings before interest, taxes, depreciation, and amortization
Exchange Act
Securities Exchange Act of 1934, as amended
FASB
Financial Accounting Standards Board
GAAP
Accounting principles generally accepted in the United States
HPCI
Hancock Park Corporate Income, Inc., a Maryland corporation and non-traded BDC for whom 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
LIBOR
London Interbank Offered Rate
NBIP
Non-binding indicative price
Net Loan Fees
The cumulative amount of fees, such as 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 whom 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
OFS Services
OFS Capital Services, LLC, a wholly owned subsidiary of OFSAM and affiliate of OFS Advisor
OFSAM
Orchard First Source Asset Management, LLC, a full-service provider of capital and leveraged finance solutions to U.S. corporations
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.



Term
Explanation or Definition
OID
Original issue discount
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 Notes
Prime Rate
United States Prime interest rate
PWB Credit Facility
Senior secured revolving credit facility between the Company and Pacific Western Bank, as lender
Reunderwriting Analysis
A discount rate method based upon a hypothetical recapitalization of the entity given its current operating performance and current market condition
RIC
Regulated investment company under the Code
SBA
U.S. Small Business Administration
SBCAA
Small Business Credit Availability Act
SBIC
A fund licensed under the SBA small business investment company program
SBIC Acquisition
The Company's acquisition of the remaining ownership interests in SBIC I LP and OFS SBIC I GP, LLC on December 4, 2013
SBIC Act
Small Business Investment Act of 1958, as amended
SBIC I LP
OFS SBIC I, LP, a wholly owned SBIC subsidiary of the Company
SEC
U.S. Securities and Exchange Commission
Securities Act
Securities Act of 1933, as amended
Secured Revolver Amendment
The amended Business Loan Agreement with Pacific Western Bank, as lender, dated June 26, 2020
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 Notes
CLO mezzanine debt and CLO subordinated debt positions.
Synthetic Rating Analysis
A discount rate method that assigns a surrogate debt rating to the entity based on known industry standards for assigning such ratings and then estimates the discount rate based on observed market yields for actual rated debt.
The Order
An exemptive relief order from the SEC to permit us to co-invest in portfolio companies with certain funds managed by OFS Advisor 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
Transaction Price
The cost of an arm's length transaction occurring in the same security
Unsecured Notes
The combination of the Unsecured Notes Due April 2025, Unsecured Notes Due October 2025 and Unsecured Notes Due October 2026
Unsecured Notes Due April 2025
The Company’s $50.0 million aggregate principal amount of 6.375% notes due April 30, 2025
Unsecured Notes Due October 2025
The Company’s $46.0 million aggregate principal amount of 6.5% notes due October 30, 2025
Unsecured Notes Due October 2026
The Company's $54.3 million aggregate principal amount of 5.95% notes due October 31, 2026



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 an SBIC, 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, 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;
constraint on investment due to access to material nonpublic information;
restrictions on our ability to enter into transactions with our affiliates;
our ability to comply with SBA regulations and requirements;
the use of borrowed money to finance a portion of our investments;
our ability to incur additional leverage pursuant to the SBCAA and the impact of such leverage on our net investment income and results of operations;
competition for investment opportunities;
our plans to focus on lower-yielding, first lien senior secured loans to larger borrowers and the impact on our risk profile, including our belief that the seniority of such loans in a borrower's capital structure may provide greater downside protection against the impact of the Coronavirus ("COVID-19") pandemic;
the percentage of investments that will bear interest on a floating rate or fixed rate basis;
interest rate volatility, including the decommissioning of LIBOR;
the ability of SBIC I LP to make distributions enabling us to meet RIC requirements;
plans by SBIC I LP to repay its outstanding SBA debentures;
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;
changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including with respect to changes from the impact of the COVID-19 pandemic; the length and duration of the COVID-19 pandemic in the United States as well as worldwide and the magnitude of the economic impact of the outbreak; the effect of the COVID-19 pandemic on our business, financial condition, results of operations and cash flows and those of our portfolio companies (including the expectation that a shift from cash interest to PIK interest will result from concessions granted to borrowers due to the COVID-19 pandemic), including our and their ability to achieve our respective objectives; the effect of the disruptions caused by the COVID-19 pandemic on our ability to continue to effectively manage our business (including our belief that new loan activity in the market in which we operate has slowed) and on the availability of equity and debt capital and our use of borrowed money to finance a portion of our investments;

1


the belief that we have sufficient levels of liquidity to support our existing portfolio companies and deploy capital in new investment opportunities;
the belief that one or more of our investments can be restored to accrual status in the near term, or otherwise;
uncertain valuations of our portfolio investments, including our belief that overweighting the Reunderwriting Analysis method more accurately captures certain data related to illiquid private credit during the COVID-19 pandemic; and
the effect of new or modified laws or regulations 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 “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 and in "Item 1A. Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. 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.

2


PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
OFS Capital Corporation and Subsidiaries
Consolidated Statements of Assets and Liabilities
(Dollar amounts in thousands, except per share data)

June 30,
2020

December 31,
2019

(unaudited)


Assets





Investments, at fair value:





Non-control/non-affiliate investments (amortized cost of $354,004 and $396,201, respectively)
$
314,305


$
372,535

Affiliate investments (amortized cost of $114,123 and $131,950, respectively)
114,047


135,679

Control investment (amortized cost of $10,714 and $10,520, respectively)
7,410


8,717

Total investments at fair value (amortized cost of $478,841 and $538,671, respectively)
435,762


516,931

Cash
31,781


13,447

Interest receivable
3,114


3,349

Receivable for investment sold
634

 

Prepaid expenses and other assets
4,151


4,461

Total assets
$
475,442


$
538,188







Liabilities





Revolving lines of credit
$
51,750


$
56,450

SBA debentures (net of deferred debt issuance costs of $1,567 and $1,904, respectively)
132,203


147,976

Unsecured notes (net of deferred debt issuance costs of $4,403 and $4,798 respectively)
148,447


148,052

Interest payable
3,109


3,505

Payable to adviser and affiliates (Note 3)
2,694


4,106

Payable for investments purchased
971


10,264

Accrued professional fees
562


621

Other liabilities
309


587

Total liabilities
340,045


371,561







Commitments and contingencies (Note 6)











Net assets





Preferred stock, par value of $0.01 per share, 2,000,000 shares authorized, -0- shares issued and outstanding as of June 30, 2020, and December 31, 2019, respectively
$


$

Common stock, par value of $0.01 per share, 100,000,000 shares authorized, 13,399,694 and 13,376,836 shares issued and outstanding as of June 30, 2020, and December 31, 2019, respectively
134


134

Paid-in capital in excess of par
187,437


187,305

Total distributable earnings (losses)
(52,174
)

(20,812
)
Total net assets
135,397


166,627







Total liabilities and net assets
$
475,442


$
538,188







Number of shares outstanding
13,399,694


13,376,836

Net asset value per share
$
10.10


$
12.46


See Notes to Consolidated Financial Statements.

3


OFS Capital Corporation and Subsidiaries
Consolidated Statements of Operations (unaudited)
(Dollar amounts in thousands, except per share data)

Three Months Ended June 30,

Six Months Ended June 30,

2020

2019

2020

2019
Investment income











Interest income:











Non-control/non-affiliate investments
$
8,233


$
9,287


$
17,305


$
17,929

Affiliate investments
1,692


2,660


4,086


4,993

Control investment
209


263


405


522

Total interest income
10,134


12,210


21,796


23,444

Payment-in-kind interest and dividend income:











Non-control/non-affiliate investments
264


96


525


193

Affiliate investments
191


300


460


552

Control investment
102


28


187


55

Total payment-in-kind interest and dividend income
557


424


1,172


800

Dividend income:











Affiliate investments




100


173

Control investment


89




89

Total dividend income


89


100


262

Fee income:











Non-control/non-affiliate investments
279


154


764


496

Affiliate investments
8


5


13


210

Control investment
3


18


6


33

Total fee income
290


177


783


739

Total investment income
10,981


12,900


23,851


25,245

Expenses











Interest expense
4,931


3,645


9,853


7,100

Management fee
1,869


2,055


3,888


3,898

Incentive fee
215


1,245


1,098


2,408

Professional fees
460


368


1,108


903

Administration fee
500


417


1,020


854

Other expenses
399


310


746


394

Total expenses before incentive fee waiver
8,374


8,040


17,713


15,557

Incentive fee waiver (see Note 3)



 
(441
)
 

Total expenses, net of incentive fee waiver
8,374


8,040

 
17,272

 
15,557

     Net investment income
2,607


4,860


6,579


9,688













Net realized and unrealized gain (loss)











Net realized loss on non-control/non-affiliate investments
(1,040
)

(90
)

(10,013
)

(894
)
Loss on extinguishment of debt

 

 
(149
)
 

Net unrealized appreciation (depreciation) on non-control/non-affiliate investments, net of taxes
6,808


(3,630
)

(15,614
)

(2,972
)
Net unrealized appreciation (depreciation) on affiliate investments
(880
)

1,660


(3,804
)

540

Net unrealized appreciation (depreciation) on control investment
163


553


(1,501
)

723

Net gain (loss)
5,051


(1,507
)

(31,081
)

(2,603
)
Net increase (decrease) in net assets resulting from operations
$
7,658


$
3,353


$
(24,502
)

$
7,085

Net investment income per common share – basic and diluted
$
0.19


$
0.36


$
0.49


$
0.73

Net increase (decrease) in net assets resulting from operations per common share – basic and diluted
$
0.57


$
0.25


$
(1.83
)

$
0.53

Distributions declared per common share
$
0.17


$
0.34


$
0.51


$
0.68

Basic and diluted weighted average shares outstanding
13,392,608


13,361,193


13,384,808


13,359,338

See Notes to Consolidated Financial Statements.

4

OFS Capital Corporation and Subsidiaries
Consolidated Statements of Changes in Net Assets (unaudited)
(Dollar amounts in thousands)



 
Preferred Stock
 
Common Stock
 
 
 
 
 
 
 
Number of shares
 
Par value
 
Number of shares
 
Par value
 
Paid-in capital in excess of par
 
Total distributable earnings (losses)
 
Total net assets
Balances at January 1, 2019

 
$

 
13,357,337


$
134


$
187,540


$
(12,651
)

$
175,023

Net increase in net assets resulting from operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
  Net investment income

 

 






9,688

 
9,688

  Net realized loss on investments

 

 






(894
)
 
(894
)
  Net unrealized depreciation on investments, net of taxes

 

 






(1,709
)

(1,709
)
  Tax reclassifications of permanent differences

 

 

 

 
165


(165
)


Distributions to stockholders:
 
 
 
 
 
 
 
 
 
 
 
 
 
  Common stock issued from reinvestment of stockholder distributions

 

 
9,124

 

 
109

 

 
109

  Dividends declared

 

 






(9,085
)

(9,085
)
Net increase (decrease) for the period ended June 30, 2019

 

 
9,124

 

 
274

 
(2,165
)
 
(1,891
)
Balances at June 30, 2019

 
$

 
13,366,461

 
$
134

 
$
187,814

 
$
(14,816
)
 
$
173,132

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balances at March 31, 2019

 
$

 
13,361,134


$
134


$
187,604


$
(13,480
)
 
$
174,258

Net increase in net assets resulting from operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
  Net investment income

 

 






4,860


4,860

  Net realized loss on investments

 

 






(90
)

(90
)
  Net unrealized appreciation on investments, net of taxes

 

 






(1,417
)
 
(1,417
)
  Tax reclassifications of permanent differences

 

 

 

 
146


(146
)


Distributions to stockholders:
 
 
 
 
 
 
 
 
 
 
 
 
 
  Common stock issued from reinvestment of stockholder distributions

 

 
5,327




64




64

  Dividends declared

 

 






(4,543
)

(4,543
)
Net increase for the period ended September 30, 2018

 

 
5,327

 

 
210

 
(1,336
)
 
(1,126
)
Balances at June 30, 2019

 
$

 
13,366,461

 
$
134

 
$
187,814

 
$
(14,816
)
 
$
173,132

 
 
 
 
 
 
 
 
 
 
 
 
 
 

5

OFS Capital Corporation and Subsidiaries
Consolidated Statements of Changes in Net Assets (unaudited)
(Dollar amounts in thousands)


 
Preferred Stock
 
Common Stock
 
 
 
 
 
 
 
Number of shares
 
Par value
 
Number of shares
 
Par value
 
Paid-in capital in excess of par
 
Total distributable earnings (losses)
 
Total net assets
Balances at January 1, 2020

 
$

 
13,376,836


$
134


$
187,305


$
(20,812
)

$
166,627

Net decrease in net assets resulting from operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
  Net investment income

 

 

 

 

 
6,579

 
6,579

  Net realized loss on investments

 

 

 

 

 
(10,013
)
 
(10,013
)
  Loss on extinguishment of debt

 

 

 

 

 
(149
)
 
(149
)
  Net unrealized depreciation on investments, net of taxes

 

 

 

 

 
(20,919
)
 
(20,919
)
  Tax reclassifications of permanent differences

 

 

 

 
36


(36
)


Distributions to stockholders:
 
 
 
 
 
 
 
 
 
 
 
 
 
  Common stock issued from reinvestment of stockholder distributions

 

 
22,858

 

 
96

 

 
96

  Dividends declared

 

 

 

 

 
(6,824
)
 
(6,824
)
Net increase (decrease) for the period ended June 30, 2020

 

 
22,858

 

 
132

 
(31,362
)
 
(31,230
)
Balances at June 30, 2020

 
$

 
13,399,694

 
$
134

 
$
187,437

 
$
(52,174
)
 
$
135,397

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balances at March 31, 2020

 
$

 
13,392,529


$
134


$
187,387


$
(57,538
)

$
129,983

Net increase in net assets resulting from operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
  Net investment income

 

 






2,607


2,607

  Net realized loss on investments

 

 






(1,040
)

(1,040
)
  Net unrealized appreciation on investments, net of taxes

 

 






6,091


6,091

  Tax reclassifications of permanent differences

 

 




18


(18
)


Distributions to stockholders:
 
 
 
 
 
 
 
 
 
 
 
 
 
  Common stock issued from reinvestment of stockholder distributions

 

 
7,165




32




32

  Dividends declared

 

 






(2,276
)

(2,276
)
Net increase for the period ended June 30, 2020

 

 
7,165

 

 
50

 
5,364

 
5,414

Balances at June 30, 2020

 
$

 
13,399,694

 
$
134

 
$
187,437

 
$
(52,174
)
 
$
135,397

See Notes to Consolidated Financial Statements.

6


OFS Capital Corporation and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
(Dollar amounts in thousands)
 
Six Months Ended June 30,
 
2020
 
2019
Cash flows from operating activities
 
 
 
Net increase (decrease) in net assets resulting from operations
$
(24,502
)

$
7,085

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided (used) in operating activities:





Net realized loss on investments
10,013


894

Net unrealized depreciation on investments
20,919


1,709

Amortization of Net Loan Fees
(760
)

(406
)
Amendment fees collected
31


100

Payment-in-kind interest and dividend income
(1,191
)

(800
)
Accretion of interest income on structured finance notes
(2,626
)
 
(1,096
)
Amortization of debt issuance costs
1,016


577

Amortization of intangible asset
98


98

Purchase and origination of portfolio investments
(70,914
)

(128,376
)
Proceeds from principal payments on portfolio investments
56,276


9,266

Proceeds from sale or redemption of portfolio investments
65,528


30,316

Proceeds from distributions received from portfolio investments
3,290


1,157

Changes in operating assets and liabilities:





Interest receivable
235


(946
)
Interest payable
(396
)

(114
)
Payable to adviser and affiliates
(1,412
)

150

Receivable for investment sold
(634
)
 
(2,003
)
Payable for investments purchased
(9,293
)
 
38,129

Other assets and liabilities
194


(143
)
Net cash provided (used) in operating activities
45,872


(44,403
)
 
 
 
 
Cash flows from financing activities
 
 
 
Distributions paid to stockholders
(6,728
)

(8,976
)
Borrowings under revolving lines of credit
72,600


59,000

Repayments under revolving lines of credit
(77,300
)

(32,750
)
Repayments of SBA debentures
(16,110
)


Payment of deferred financing costs


(1,636
)
Repurchases of common stock under Stock Repurchase Program

 
(3
)
Net cash provided (used) by financing activities
(27,538
)

15,635

Net increase (decrease) in cash
18,334


(28,768
)
   Cash at beginning of period
13,447


38,172

   Cash at end of period
$
31,781


$
9,404

 
 
 
 
Supplemental Disclosure of Cash Flow Information:
 
 
 
Cash paid for interest
$
9,383


$
6,637

Reinvestment of distributions to stockholders
96


109


See Notes to Consolidated Financial Statements.

7

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments (unaudited)
June 30, 2020
(Dollar amounts in thousands)


Portfolio Company (1)
Investment Type
 
Industry
 
Interest Rate (2)
 
Spread Above Index (2)
 
Initial Acquisition Date
 
Maturity
 
Principal Amount
 
Amortized Cost
 
Fair Value (3)
 
Percent of Net Assets
Non-control/Non-affiliate Investments
 
 




















Debt and Equity Investments
 
 




















All Star Auto Lights, Inc. (4)

Motor Vehicle Parts (Used) Merchant Wholesalers




















Senior Secured Loan



8.50%

(L +7.50%)

12/19/2019

8/20/2024

$
14,365


$
14,222


$
13,667


10.1
 %























American Bath Group, LLC (15)

Plastics Plumbing Fixture Manufacturing




















Senior Secured Loan



5.00%

(L +4.00%)

6/24/2019

9/30/2023

1,481


1,477


1,457


1.1
























A&A Transfer, LLC

Construction and Mining (except Oil Well) Machinery and Equipment Merchant Wholesalers




















Senior Secured Loan (15)



8.25%

(L +6.50%)

2/7/2020

2/7/2025

17,064


16,828


16,872


12.5

Senior Secured Loan (Revolver) (5)



8.25%

(L +6.50%)

2/7/2020

2/7/2025

2,136


2,096


2,112


1.6













19,200


18,925


18,984


14.1

Bass Pro Group, LLC (14) (15)

Sporting Goods Stores




















Senior Secured Loan



6.07%

(L +5.00%)

6/24/2019

9/25/2024

2,970


2,915


2,869


2.1
























Baymark Health Services, Inc.

Outpatient Mental Health & Sub. Abuse Centers




















Senior Secured Loan



10.21%

(L +8.25%)

3/22/2018

3/1/2025

4,000


3,973


3,803


2.8
























Brookfield WEC Holdings Inc. (15)

Business to Business Electronic Markets




















Senior Secured Loan



3.75%

(L +3.00%)

7/25/2019

8/1/2025

497


491


482


0.4
























Calpine Corporation (15)

Electrical Apparatus and Equipment, Wiring Supplies, and Related Equipment Merchant Wholesalers




















Senior Secured Loan



2.43%

(L +2.25%)

6/9/2020

4/6/2026

499


489


482


0.4
























Carolina Lubes, Inc.

Automotive Oil Change and Lubrication Shops




















Senior Secured Loan (4) (8)



9.10%

(L +7.67%)

8/23/2017

8/23/2022

19,981


19,908


19,451


14.4

Senior Secured Loan (Revolver) (5)



0.25% (18)

(L +7.67%)

8/23/2017

8/23/2022



(6
)

(77
)

(0.1
)












19,981

 
19,902

 
19,374

 
14.3


8

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued (unaudited)
June 30, 2020
(Dollar amounts in thousands)


Portfolio Company (1)
Investment Type
 
Industry
 
Interest Rate (2)
 
Spread Above Index (2)
 
Initial Acquisition Date
 
Maturity
 
Principal Amount
 
Amortized Cost
 
Fair Value (3)
 
Percent of Net Assets
Community Intervention Services, Inc. (4) (6) (10) (11)

Outpatient Mental Health and Substance Abuse Centers




















Subordinated  Loan



7.0% cash / 6.0% PIK

N/A

7/16/2015

1/16/2021

$
9,918


$
7,639


$


 %























Confie Seguros Holdings II Co.

Insurance Agencies and Brokerages




















Senior Secured Loan



8.67%

(L +8.50%)

7/7/2015

11/1/2025

9,678


9,530


8,268


6.1
























Connect U.S. Finco LLC (14) (15)

Taxi Service




















Senior Secured Loan



5.50%

(L +4.50%)

11/20/2019

12/11/2026

1,995


1,986


1,884


1.4
























Constellis Holdings, LLC (10)

Other Justice, Public Order, and Safety Activities




















Common Equity (20,628 common shares)







3/27/2020






703


707


0.5
























Convergint Technologies Holdings, LLC

Security Systems Services (except Locksmiths)




















Senior Secured Loan



7.50%

(L +6.75%)

9/28/2018

2/2/2026

3,481


3,434


3,271


2.4
























Davis Vision, Inc.

Direct Health and Medical Insurance Carriers




















Senior Secured Loan



7.75%

(L +6.75%)

10/31/2019

12/1/2025

405


395


395


0.3
























Diamond Sports Group, LLC (14) (15)

Television Broadcasting




















Senior Secured Loan



3.43%

(L +3.25%)

11/19/2019

8/24/2026

1,985


1,987


1,625


1.2
























DuPage Medical Group (15)

Offices of Physicians, Mental Health Specialists




















Senior Secured Loan



7.75%

(L +7.00%)

8/22/2017

8/15/2025

10,098


10,163


9,488


7.0
























Eblens Holdings, Inc.

Shoe Store




















Subordinated Loan (11)



12.0% cash / 1.0% PIK

N/A

7/13/2017

1/13/2023

9,056


9,015


8,723


6.4

Common Equity (71,250 Class A units) (10)







7/13/2017






713


534


0.4













9,056


9,728


9,257


6.8


9

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued (unaudited)
June 30, 2020
(Dollar amounts in thousands)


Portfolio Company (1)
Investment Type
 
Industry
 
Interest Rate (2)
 
Spread Above Index (2)
 
Initial Acquisition Date
 
Maturity
 
Principal Amount
 
Amortized Cost
 
Fair Value (3)
 
Percent of Net Assets
Envocore Holding, LLC (F/K/A LRI Holding, LLC) (4)

Electrical Contractors and Other Wiring Installation Contractors




















Senior Secured Loan



6.75% cash / 5.00% PIK

N/A

6/30/2017

6/30/2022

$
16,784


$
16,658


$
14,822


10.9
 %
Preferred Equity (238,095 Series B units) (10)







6/30/2017






300





Preferred Equity (13,315 Series C units) (10)







8/13/2018






13

















16,784


16,971


14,822


10.9

Excelin Home Health, LLC

Home Health Care Services




















Senior Secured Loan



11.50%

(L +9.50%)

10/25/2018

4/25/2024

4,250


4,191


4,219


3.1
























GGC Aerospace Topco L.P.

Other Aircraft Parts and Auxiliary Equipment Manufacturing




















Senior Secured Loan



9.75%

(L +8.75%)

12/29/2017

9/8/2024

5,000


4,922


4,204


3.1

Common Equity (368,852 Class A units) (10)







12/29/2017






450


196


0.1

Common Equity (40,984 Class B units) (10)







12/29/2017






50


8















5,000


5,422


4,408


3.2

Inergex Holdings, LLC

Other Computer Related Services




















Senior Secured Loan



8.00%

(L +7.00%)

10/1/2018

10/1/2024

16,506


16,329


15,348


11.3

Senior Secured Loan (Revolver) (5)



8.07%

(Prime + 7.00%)

10/1/2018

10/1/2024

1,406


1,386


1,308


1.0













17,912


17,715


16,656


12.3

Institutional Shareholder Services, Inc.

Administrative Management and General Management Consulting Services




















Senior Secured Loan



9.57%

(L +8.50%)

3/4/2019

3/5/2027

6,244


6,087


5,927


4.4
























Intouch Midco Inc. (15)

All Other Professional, Scientific, and Technical Services




















Senior Secured Loan



4.93%

(L +4.75%)

12/20/2019

8/24/2025

1,990


1,925


1,767


1.3
























Milrose Consultants, LLC (4) (8)

All Other Business Support Services




















Senior Secured Loan



7.18%

(L +6.18%)

7/16/2019

7/16/2025

11,500


11,428


11,340


8.4

























10

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued (unaudited)
June 30, 2020
(Dollar amounts in thousands)


Portfolio Company (1)
Investment Type
 
Industry
 
Interest Rate (2)
 
Spread Above Index (2)
 
Initial Acquisition Date
 
Maturity
 
Principal Amount
 
Amortized Cost
 
Fair Value (3)
 
Percent of Net Assets
My Alarm Center, LLC (4) (10) (13)

Security Systems Services (except Locksmiths)




















Preferred Equity (335 Class Z units)







9/12/2018






$
325


$
1,136


0.8
 %
Preferred Equity (1,485 Class A units), 8% PIK







7/14/2017






1,571


323


0.2

Preferred Equity (1,198 Class B units)







7/14/2017






1,198


10



Common Equity (64,149 units)







7/14/2017


























3,094


1,469


1.0

Online Tech Stores, LLC (4) (6)

Stationary & Office Supply Merchant Wholesaler




















Subordinated Loan



13.50% PIK

N/A

2/1/2018

8/1/2023

17,456


16,129


7,124


5.3
























OnSite Care, PLLC (4) (8)

Home Health Care Services




















Senior Secured Loan



8.73%

(L +7.73%)

8/10/2018

8/10/2023

9,528


9,447


9,404


6.9
























Panther BF Aggregator 2 LP (14) (15)

Other Commercial and Service Industry Machinery Manufacturing




















Senior Secured Loan



3.68%

(L +3.50%)

11/19/2019

4/30/2026

1,985


1,969


1,898


1.4
























Parfums Holding Company, Inc.

Cosmetics, Beauty Supplies, and Perfume Stores




















Senior Secured Loan (15)



5.25%

(L +4.25%)

6/25/2019

6/30/2024

1,537


1,536


1,458


1.1

Senior Secured Loan



9.75%

(L +8.75%)

11/16/2017

6/30/2025

6,320


6,331


6,044


4.5













7,857


7,867


7,502


5.6

Pelican Products, Inc.

Unlaminated Plastics Profile Shape Manufacturing




















Senior Secured Loan



8.75%

(L +7.75%)

9/24/2018

5/1/2026

6,055


6,059


5,389


4.0
























PM Acquisition LLC

All Other General Merchandise Stores
















Senior Secured Loan



11.50% cash / 2.5% PIK

N/A

9/30/2017

10/29/2021

4,876


4,833


4,397


3.2

Common Equity (499 units) (10) (13)







9/30/2017






499


47















4,876


5,332


4,444


3.2

Quest Software US Holdings Inc. (15)

Computer and Computer Peripheral Equipment and Software Merchant Wholesalers




















Senior Secured Loan



5.01%

(L +4.25%)

6/25/2019

5/16/2025

1,980


1,963


1,909


1.4


11

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued (unaudited)
June 30, 2020
(Dollar amounts in thousands)


Portfolio Company (1)
Investment Type
 
Industry
 
Interest Rate (2)
 
Spread Above Index (2)
 
Initial Acquisition Date
 
Maturity
 
Principal Amount
 
Amortized Cost
 
Fair Value (3)
 
Percent of Net Assets
Resource Label Group, LLC

Commercial Printing (except Screen and Books)




















Senior Secured Loan



9.95%

(L +8.50%)

6/7/2017

11/26/2023

$
4,821


$
4,784


$
4,346


3.2
 %























Rocket Software, Inc. (15)

Software Publishers




















Senior Secured Loan



9.01%

(L +8.25%)

11/20/2018

11/28/2026

6,275


6,174


5,933


4.4
























RPLF Holdings, LLC (10) (13)

Software Publishers




















Common Equity (254,110 Class A units)







1/17/2018






254


331


0.2
























Sentry Centers Holdings, LLC (10) (13)

Other Professional, Scientific, and Technical Services




















Common Equity (5,000 Series C units)







3/31/2014






500


200


0.1
























SourceHOV Tax, Inc. (4) (8)

Other Accounting Services




















Senior Secured Loan



7.87%

(L +6.37%)

3/16/2020

3/17/2025

12,915


12,826


12,739


9.5
























Southern Technical Institute, LLC (4) (6) (10)

Colleges, Universities, and Professional Schools




















Subordinated Loan



6.00% PIK

N/A

6/27/2018

12/31/2021

1,660




1,153


0.9

Equity appreciation rights







6/27/2018








957


0.7













1,660




2,110


1.6

Spring Education Group, Inc. (F/K/A SSH Group Holdings, Inc.,)

Child Day Care Services




















Senior Secured Loan



8.56%

(L +8.25%)

7/26/2018

7/30/2026

5,216


5,176


4,896


3.6
























SSJA Bariatric Management LLC (15)

Offices of Physicians, Mental Health Specialists




















Senior Secured Loan



6.00%

(L +5.00%)

8/26/2019

8/26/2024

9,975


9,892


9,196


6.8

Senior Secured Loan (Revolver) (5)



5.00%

(L +4.00%)

8/26/2019

8/26/2024

667


661


615


0.5













10,642


10,553


9,811


7.3

Stancor, L.P. (4)

Pump and Pumping Equipment Manufacturing




















Preferred Equity (1,250,000 Class A units), 8% PIK (10)







8/19/2014






1,501


1,236


0.9

























12

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued (unaudited)
June 30, 2020
(Dollar amounts in thousands)


Portfolio Company (1)
Investment Type
 
Industry
 
Interest Rate (2)
 
Spread Above Index (2)
 
Initial Acquisition Date
 
Maturity
 
Principal Amount
 
Amortized Cost
 
Fair Value (3)
 
Percent of Net Assets
Staples, Inc. (14) (15)

Business to Business Electronic Markets




















Senior Secured Loan



5.69%

(L +5.00%)

6/24/2019

4/16/2026

$
2,975


$
2,899


$
2,583


1.9
 %























STS Operating, Inc.

Industrial Machinery and Equipment Merchant Wholesalers




















Senior Secured Loan (15)



5.25%

(L +4.25%)

5/16/2018

12/11/2024

629


628


583


0.4

Senior Secured Loan



9.00%

(L +8.00%)

5/15/2018

4/30/2026

9,073


9,070


8,274


6.1













9,702


9,698


8,857


6.5

Sunshine Luxembourg VII SARL (14) (15)

Pharmaceutical Preparation Manufacturing




















Senior Secured Loan



5.32%

(L +4.25%)

11/20/2019

9/25/2026

1,990


1,999


1,912


1.4
























Tank Holding Corp. (15)

Unlaminated Plastics Profile Shape Manufacturing




















Senior Secured Loan



4.94%

(L +3.50%)

6/24/2019

3/26/2026

1,985


1,992


1,866


1.4
























The Escape Game, LLC (4)

Other amusement and recreation industries




















Senior Secured Loan



9.75%

(L +8.75%)

12/22/2017

12/22/2022

7,000


6,965


6,504


4.8

Senior Secured Loan



9.75%

(L +8.75%)

2/14/2020

12/31/2020

2,333


2,313


2,168


1.6

Senior Secured Loan



8.00%

(L +7.00%)

7/18/2019

12/31/2020

4,667


4,656


4,549


3.4

Senior Secured Loan (Delayed Draw)



9.75%

(L +8.75%)

7/20/2018

12/22/2022

7,000


7,000


6,504


4.8













21,000


20,934


19,725


14.6

Transdigm Inc. (15)

Administrative Management and General Management Consulting Services




















Senior Secured Loan



2.43%

(L +2.25%)

6/10/2020

5/30/2025

499


476


451


0.3
























Truck Hero, Inc. (15)

Truck Trailer Manufacturing




















Senior Secured Loan



9.25%

(L +8.25%)

5/30/2017

4/21/2025

7,014


6,993


6,538


4.8
























United Biologics Holdings, LLC (4) (10)

Medical Laboratories




















Preferred Equity (151,787 units)







4/16/2013






9


36



Warrants (29,374 units)







7/26/2012

3/5/2022 (12)




82


22


















91


58




13

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued (unaudited)
June 30, 2020
(Dollar amounts in thousands)


Portfolio Company (1)
Investment Type
 
Industry
 
Interest Rate (2)
 
Spread Above Index (2)
 
Initial Acquisition Date
 
Maturity
 
Principal Amount
 
Amortized Cost
 
Fair Value (3)
 
Percent of Net Assets
United Natural Foods (15)

General Line Grocery Merchant Wholesalers




















Senior Secured Loan



4.42%

(L +4.25%)

6/9/2020

10/22/2025

$
500


$
480


$
480


0.4
 %























Wastebuilt Environmental Solutions, LLC (4)

Industrial Supplies Merchant Wholesalers




















Senior Secured Loan



10.25%

(L +8.75%)

10/11/2018

10/11/2024

7,000


6,895


4,945


3.7
























Weight Watchers International, Inc. (14) (15)

Diet and Weight Reducing Centers




















Senior Secured Loan



5.50%

(L +4.75%)

6/10/2020

11/29/2024

492


492


492


0.4
























Xperi (14) (15)

Semiconductor and Related Device Manufacturing




















Senior Secured Loan



4.17%

(L +4.00%)

6/1/2020

6/1/2025

520


475


475


0.4
























Total Debt and Equity Investments











$
318,232


$
318,750


$
284,275


210.0
 %























Structured Finance Note Investments






















Dryden 76 CLO, Ltd. (7)






















Subordinated Notes



18.24% (9)



9/27/2019

10/20/2032 (17)

2,750


2,346 (16)


2,013


1.5
























Elevation CLO 2017-7, Ltd. (7)






















Subordinated Notes



13.10% (9)



2/6/2019

7/15/2030 (17)

10,000


7,210 (16)


5,343


3.9





 





 




 






Flatiron CLO 18, Ltd. (7)



 





 




 






Subordinated Notes



19.58% (9)



1/2/2019

4/17/2031 (17)

9,680


7,218 (16)


6,433


4.8





 


















Madison Park Funding XXIII, Ltd. (7)






















Subordinated Notes



20.74% (9)



1/8/2020

7/27/2047 (17)

10,000


6,792 (16)


6,371


4.7
























Octagon Investment Partners 39, Ltd. (7)






















Subordinated Notes



18.92% (9)



1/23/2020

10/20/2030 (17)

7,000


5,206 (16)


4,668


3.4

























14

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued (unaudited)
June 30, 2020
(Dollar amounts in thousands)


Portfolio Company (1)
Investment Type
 
Industry
 
Interest Rate (2)
 
Spread Above Index (2)
 
Initial Acquisition Date
 
Maturity
 
Principal Amount
 
Amortized Cost
 
Fair Value (3)
 
Percent of Net Assets
Park Avenue Institutional Advisers CLO 2017-1






















Mezzanine bond - Class D



12.98% (9)

(L +6.22%)

6/5/2020

11/14/2029 (17)

$
100


$
80


$
86


0.1
 %























Regatta II Funding






















Mezzanine bond - Class DR2



13.56% (9)

(L +6.95%)

6/5/2020

1/15/2029 (17)

800


673


704


0.5
























THL Credit Wind River 2019‐3 CLO Ltd (7)



 


















Subordinated Notes



13.19% (9)



4/5/2019

4/15/2031 (17)

7,000


5,729 (16)


4,412


3.3
























Total Structured Finance Note Investments











$
47,330


$
35,254


$
30,030


22.2
 %























Total Non-control/Non-affiliate Investments











$
365,562


$
354,004


$
314,305


232.2
 %
Affiliate Investments






















3rd Rock Gaming Holdings, LLC

Software Publishers




















Senior Secured Loan (6)



8.50% cash / 1.0% PIK

(L +7.50%)

3/13/2018

3/12/2023

21,231


20,993


12,916


9.5

Common Equity (2,547,250 units) (10) (13)







3/13/2018






2,547

















21,231


23,540


12,916


9.5

Chemical Resources Holdings, Inc.

Custom Compounding of Purchased Resins




















Senior Secured Loan (4) (8)



9.33%

(L +7.83%)

1/25/2019

1/25/2024

13,743


13,611


13,459


9.9

Common Equity (1,832 Class A shares) (10) (13)







1/25/2019






1,813


2,111


1.6













13,743


15,424


15,570


11.5

Contract Datascan Holdings, Inc. (4)

Office Machinery and Equipment Rental and Leasing




















Subordinated Loan



12.00%

N/A

8/5/2015

2/5/2021

8,022


8,005


7,557


5.6

Preferred Equity (3,061 Series A shares), 10% PIK







8/5/2015






5,848


2,572


1.9

Common Equity (11,273 shares) (10)







6/28/2016






104


51















8,022


13,957


10,180


7.5

DRS Imaging Services, LLC

Data Processing, Hosting, and Related Services




















Senior Secured Loan (4) (8)



10.17%

(L +9.17%)

3/8/2018

11/20/2023

10,664


10,604


10,336


7.6

Common Equity (1,135 units) (10) (13)







3/8/2018






1,135


1,356


1.0













10,664


11,739


11,692


8.6


15

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued (unaudited)
June 30, 2020
(Dollar amounts in thousands)


Portfolio Company (1)
Investment Type
 
Industry
 
Interest Rate (2)
 
Spread Above Index (2)
 
Initial Acquisition Date
 
Maturity
 
Principal Amount
 
Amortized Cost
 
Fair Value (3)
 
Percent of Net Assets
Master Cutlery, LLC (4) (6) (10)

Sporting and Recreational Goods and Supplies Merchant Wholesalers




















Subordinated Loan (11)



13.00%

N/A

4/17/2015

7/31/2020

$
6,340


$
4,764


$


 %
Preferred Equity (3,723 Series A units), 8% PIK







4/17/2015






3,483





Common Equity (15,564 units)







4/17/2015























6,340


8,247





NeoSystems Corp. (4)

Other Accounting Services




















Preferred Equity (521,962 convertible shares), 10% PIK







8/14/2014






1,785


2,250


1.7
























Pfanstiehl Holdings, Inc. (4)

Pharmaceutical Preparation Manufacturing




















Subordinated Loan



10.50%

N/A

1/1/2014

9/27/2024

3,788


3,788


3,788


2.8

Common Equity (400 Class A shares)







1/1/2014






217


24,051


17.8













3,788


4,005


27,839


20.6

Professional Pipe Holdings, LLC

Plumbing, Heating, and Air-Conditioning Contractors




















Senior Secured Loan



9.75% cash / 1.50% PIK

(L +8.75%)

3/23/2018

3/23/2023

7,153


7,076


6,654


4.9

Common Equity (1,414 Class A units) (10)







3/23/2018






1,414


1,150


0.8













7,153


8,490


7,804


5.7

TalentSmart Holdings, LLC

Professional and Management Development Training




















Senior Secured Loan (4)



8.50%

(L +6.75%)

10/11/2019

10/11/2024

9,875


9,727


8,438


6.2

Senior Secured Loan (Revolver) (5) (18)



8.50%

(L +6.75%)

10/11/2019

10/11/2024

500


493


427


0.3

Common Equity (1,595 Class A shares) (10) (13)







10/11/2019






1,595


840


0.6













10,375


11,815


9,705


7.1

TRS Services, LLC (4) (10)

Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance




















Preferred Equity (2,088,305 Class A units), 11% PIK







12/10/2014






279


706


0.5

Common Equity (3,000,000 units)







12/10/2014






572



















851


706


0.5


16

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued (unaudited)
June 30, 2020
(Dollar amounts in thousands)


Portfolio Company (1)
Investment Type
 
Industry
 
Interest Rate (2)
 
Spread Above Index (2)
 
Initial Acquisition Date
 
Maturity
 
Principal Amount
 
Amortized Cost
 
Fair Value (3)
 
Percent of Net Assets
TTG Healthcare, LLC

Diagnostic Imaging Centers




















Senior Secured Loan (4)



10.00%

(L +9.00%)

3/1/2019

3/1/2024

$
12,103


$
11,961


$
11,897


8.8
 %
Preferred Equity ( 2,309 Class B units) (10) (13)







3/1/2019






2,309


3,488


2.6













12,103


14,270


15,385


11.4
























Total Affiliate Investments











$
93,419


$
114,123


$
114,047


84.1
 %
Control Investment






















MTE Holding Corp. (4)

Travel Trailer and Camper Manufacturing




















Subordinated Loan (to Mirage Trailers, LLC, a controlled, consolidated subsidiary of MTE Holding Corp.)



9.50% cash / 4.5% PIK

(L +8.50%)

11/25/2015

11/25/2020

7,651


7,645


7,410


5.5

Common Equity (554 shares)







11/25/2015






3,069

















7,651


10,714


7,410


5.5

Total Control Investment











$
7,651


$
10,714


$
7,410


5.5
 %























Total Investments











$
466,632


$
478,841


$
435,762


321.8
 %

(1)
Equity ownership may be held in shares or units of companies affiliated with the portfolio company. The Company's investments are generally classified as "restricted securities" as such term is defined under Regulation S-X Rule 6-03(f) or Securities Act Rule 144.
(2)
Substantially all of the investments that bear interest at a variable rate are indexed to LIBOR (L) at June 30, 2020, and reset monthly, quarterly, or semi-annually. Variable-rate loans with an aggregate cost of $338,417 include LIBOR reference rate floor provisions of generally 0.75% to 1.75%; at June 30, 2020, the reference rate on such instruments was generally below the stated floor provisions. For each investment, the Company has provided the spread over the reference rate and current interest rate in effect at June 30, 2020. Unless otherwise noted, all investments with a stated PIK rate require interest payments with the issuance of additional securities as payment of the entire PIK provision.
(3)
Unless otherwise noted with footnote 14, fair value was determined using significant unobservable inputs for all of the Company's investments and are considered Level 3 under GAAP. See Note 5 for further details.
(4)
Investments (or portion thereof) held by SBIC I LP. These assets are pledged as collateral of the SBA debentures and can not be pledged under any debt obligation of the Company.
(5)
Subject to unfunded commitments. See Note 6 for further details.
(6)
Investment was on non-accrual status as of June 30, 2020, meaning the Company has ceased recognition of all or a portion of income on the investment. See Note 4 for further details.
(7)
CLO subordinated debt positions are entitled to recurring distributions which are generally equal to the remaining cash flow of payments made by underlying securities less contractual payments to debt holders and fund expenses.

17

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued (unaudited)
June 30, 2020
(Dollar amounts in thousands)


(8)
The Company has entered into a contractual arrangement with co‑lenders whereby, subject to certain conditions, it has agreed to receive its payment after the repayment of certain co‑lenders pursuant to a payment waterfall. The table below provides additional details as of June 30, 2020:
Portfolio Company
 
Reported Interest Rate
 
Interest Rate per Credit Agreement
 
Additional Interest per Annum
Carolina Lubes, Inc.
 
9.10%
 
8.68%
 
0.42%
Chemical Resources Holdings, Inc.
 
9.33%
 
7.50%
 
1.83%
DRS Imaging Services, LLC
 
10.17%
 
9.00%
 
1.17%
Milrose Consultants, LLC
 
7.18%
 
6.50%
 
0.68%
OnSite Care, PLLC
 
8.73%
 
7.25%
 
1.48%
SourceHOV Tax, Inc.
 
7.87%
 
7.00%
 
0.87%

(9)
The rate disclosed is an estimated effective yield, historically established at the time of the most recent distribution, and based upon the projection of the amount and timing of distributions in addition to the estimated amount and timing of terminal principal payments at that time. Effective yields for the Company's Structured Finance Note investments are monitored and evaluated at each reporting date. The estimated yield and investment cost may ultimately not be realized.
(10)
Non-income producing.
(11)The interest rate on these investments contains a PIK provision, whereby the issuer has the option to make interest payments in cash or with the issuance of additional securities as payment of the entire PIK provision. The interest rate in the schedule represents the current interest rate in effect for these investments. The following table provides additional details on these PIK investments, including the maximum annual PIK interest rate allowed as of June 30, 2020:
Portfolio Company
 
Investment Type
 
Range of PIK
Option
 
Range of Cash
Option
 
Maximum PIK
Rate Allowed
Community Intervention Services, Inc.

Subordinated Loan

0% or 6.00%

13.00% or 7.00%

6.00%
Eblens Holdings, Inc.

Subordinated Loan

0% or 1.00%

13.00% or 12.00%

1.00%
Master Cutlery, LLC

Senior Secured Loan

0% to 13.00%

13.00% to 0%

13.00%

(12)
Represents expiration date of the warrants.
(13)
All or portion of investment held by a wholly-owned subsidiary subject to income tax.
(14)
Fair value was determined by reference to observable inputs other than quoted prices in active markets and are considered Level 2 under GAAP. See Note 5 for further details.
(15)
Investments (or portion thereof) held by OFSCC-FS. These assets are pledged as collateral of the BNP Credit Facility and can not be pledged under any debt obligation of the Company.
(16)
Amortized cost reflects accretion of effective yield less any cash distributions received or entitled to be received from CLO subordinated debt investments.
(17)
Maturity represents the contractual maturity date of the structured finance notes. Expected maturity and cash flows, not contractual maturity and cash flows, were utilized in deriving the effective yield of the investments.
(18)
Commitment fee on undrawn funds.


See Notes to Consolidated Financial Statements.

18

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments
December 31, 2019
(Dollar amounts in thousands)

Portfolio Company (1)
Investment Type
 
Industry
 
Interest Rate (2)
 
Spread Above
Index (2)
 
Initial Acquisition Date
 
Maturity
 
Principal
Amount
 
Amortized Cost
 
Fair Value (3)
 
Percent of
Net Assets
Non-control/Non-affiliate Investments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acrisure, LLC (14) (15)
 
Insurance Agencies and Brokerages
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
6.19%
 
(L +4.25%)
 
10/29/2019
 
11/15/2023
 
$
1,995

 
$
1,971

 
$
2,004

 
1.2
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AHP Health Partners (14) (15)
 
General Medical and Surgical Hospitals
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
6.30%
 
(L +4.50%)
 
6/27/2019
 
6/30/2025
 
2,607

 
2,612

 
2,632

 
1.6

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Albertson's Holdings LLC (14) (15)
 
Supermarkets and Other Grocery (except Convenience) Stores
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
4.55%
 
(L +2.75%)
 
6/24/2019
 
11/17/2025
 
1,082

 
1,081

 
1,094

 
0.7

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
All Star Auto Lights, Inc. (4)
 
Motor Vehicle Parts (Used) Merchant Wholesalers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
9.24%
 
(L +7.50%)
 
12/19/2019
 
8/20/2024
 
13,250

 
13,119

 
13,119

 
7.9

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
American Bath Group, LLC (14) (15)
 
Plastics Plumbing Fixture Manufacturing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
6.05%
 
(L +4.25%)
 
6/24/2019
 
9/30/2023
 
1,489

 
1,484

 
1,498

 
0.9

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AppLovin Corporation (14) (15)
 
Advertising Agencies
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
5.30%
 
(L +3.50%)
 
6/24/2019
 
8/15/2025
 
1,985

 
1,987

 
2,001

 
1.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Asurion, LLC (14) (15)
 
Communication Equipment Repair and Maintenance
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
4.80%
 
(L +3.00%)
 
6/24/2019
 
11/3/2024
 
1,985

 
1,985

 
1,998

 
1.2

Senior Secured Loan
 
 
 
4.80%
 
(L +3.00%)
 
7/24/2019
 
11/3/2023
 
995

 
997

 
1,002

 
0.6

Senior Secured Loan
 
 
 
8.30%
 
(L +6.50%)
 
11/19/2019
 
8/24/2025
 
1,500

 
1,511

 
1,511

 
0.9

 
 
 
 
 
 
 
 
 
 
 
 
4,480

 
4,493

 
4,511

 
2.7

Athenahealth, Inc. (14) (15)
 
Software Publishers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
6.40%
 
(L +4.50%)
 
6/24/2019
 
2/11/2026
 
1,985

 
1,990

 
1,998

 
1.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bass Pro Group, LLC (14) (15)
 
Sporting Goods Stores
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
6.80%
 
(L +5.00%)
 
6/24/2019
 
9/25/2024
 
1,985

 
1,921

 
1,983

 
1.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

19

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued
December 31, 2019
(Dollar amounts in thousands)


Portfolio Company (1)
Investment Type
 
Industry
 
Interest Rate (2)
 
Spread Above
Index (2)
 
Initial Acquisition Date
 
Maturity
 
Principal
Amount
 
Amortized Cost
 
Fair Value (3)
 
Percent of
Net Assets
BayMark Health Services, Inc.
 
Outpatient Mental Health and Substance Abuse Centers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
10.21%
 
(L +8.25%)
 
3/22/2018
 
3/1/2025
 
$
4,000

 
$
3,970

 
$
4,000

 
2.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Blackhawk Network Holdings, Inc. (14) (15)
 
Computer and Computer Peripheral Equipment and Software Merchant Wholesalers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
4.80%
 
(L +3.00%)
 
10/30/2019
 
6/15/2025
 
1,995

 
1,982

 
1,999

 
1.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
BrightSpring Health Services (14) (15)
 
Residential Intellectual and Developmental Disability Facilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
6.21%
 
(L +4.50%)
 
6/24/2019
 
3/5/2026
 
2,985

 
2,991

 
3,006

 
1.8

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Brookfield WEC Holdings Inc. (14) (15)
 
Business to Business Electronic Markets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
4.67%
 
(L +3.00%)
 
7/25/2019
 
8/1/2025
 
1,990

 
2,000

 
2,000

 
1.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carolina Lubes, Inc.
 
Automotive Oil Change and Lubrication Shops
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan (4) (8)
 
 
 
9.83%
 
(L +7.73%)
 
8/23/2017
 
8/23/2022
 
20,268

 
20,172

 
20,466

 
12.3

Senior Secured Loan (Revolver) (5)
 
 
 
0.25% (18)
 
(L +7.25%)
 
8/23/2017
 
8/23/2022
 

 
(8
)
 
(8
)
 

 
 
 
 
 
 
 
 
 
 
 
 
20,268

 
20,164

 
20,458

 
12.3

Charter NEX US, Inc. (14) (15)
 
Unlaminated Plastics Profile Shape Manufacturing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
5.30%
 
(L +3.50%)
 
10/30/2019
 
5/16/2024
 
2,000

 
1,985

 
1,985

 
1.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHG Healthcare Services, Inc. (15)
 
All Other Outpatient Care Centers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
4.80%
 
(L +3.00%)
 
7/24/2019
 
6/7/2023
 
1,999

 
2,001

 
2,015

 
1.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cirrus Medical Staffing, Inc. (4)
 
Temporary Help Services
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
10.19%
 
(L +8.25%)
 
3/5/2018
 
10/19/2022
 
12,564

 
12,458

 
12,358

 
7.4

Senior Secured Loan (Revolver)
 
 
 
10.19%
 
(L +8.25%)
 
3/5/2018
 
10/19/2022
 
1,408

 
1,408

 
1,384

 
0.8

 
 
 
 
 
 
 
 
 
 
 
 
13,972

 
13,866

 
13,742

 
8.2

Community Intervention Services, Inc. (4) (6) (10) (11)
 
Outpatient Mental Health and Substance Abuse Centers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subordinated  Loan
 
 
 
7.00% cash / 6.00% PIK
 
N/A
 
7/16/2015
 
1/16/2021
 
9,624

 
7,639

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

20

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued
December 31, 2019
(Dollar amounts in thousands)


Portfolio Company (1)
Investment Type
 
Industry
 
Interest Rate (2)
 
Spread Above
Index (2)
 
Initial Acquisition Date
 
Maturity
 
Principal
Amount
 
Amortized Cost
 
Fair Value (3)
 
Percent of
Net Assets
Confie Seguros Holdings II Co. (14)
 
Insurance Agencies and Brokerages
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
10.41%
 
(L +8.50%)
 
7/7/2015
 
11/1/2025
 
$
9,678

 
$
9,515

 
$
9,382

 
5.6
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Connect U.S. Finco LLC (14) (15)
 
Taxi Service
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
6.29%
 
(L +4.50%)
 
11/20/2019
 
12/11/2026
 
2,000

 
1,990

 
1,990

 
1.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Constellis Holdings, LLC (6)
 
Other Justice, Public Order, and Safety Activities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
10.93%
 
(L +9.00%)
 
4/28/2017
 
4/21/2025
 
9,950

 
9,846

 
407

 
0.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Convergint Technologies Holdings, LLC
 
Security Systems Services (except Locksmiths)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
8.55%
 
(L +6.75%)
 
9/28/2018
 
2/2/2026
 
3,481

 
3,430

 
3,424

 
2.1

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Curium BidCo S.A R.L. (14) (15)
 
Pharmaceutical and Medicine Manufacturing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
5.94%
 
(L +4.00%)
 
10/29/2019
 
7/1/2026
 
848

 
853

 
853

 
0.5

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Davis Vision, Inc.
 
Direct Health and Medical Insurance Carriers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
8.55%
 
(L +6.75%)
 
10/31/2019
 
12/1/2025
 
405

 
395

 
405

 
0.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dexko Global Inc. (14) (15)
 
Motor Vehicle Body Manufacturing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
5.30%
 
(L +3.50%)
 
10/30/2019
 
7/24/2024
 
1,995

 
1,970

 
1,997

 
1.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Diamond Sports Group, LLC (14) (15)
 
Television Broadcasting
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
5.03%
 
(L +3.25%)
 
11/19/2019
 
8/24/2026
 
1,995

 
1,997

 
1,997

 
1.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DuPage Medical Group (15)
 
Offices of Physicians, Mental Health Specialists
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
8.80%
 
(L +7.00%)
 
8/22/2017
 
8/15/2025
 
10,098

 
10,170

 
10,098

 
6.1

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Eblens Holdings, Inc.
 
Shoe Store
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subordinated  Loan (11)
 
 
 
12.00% cash / 1.00% PIK
 
 
 
7/13/2017
 
1/13/2023
 
9,010

 
8,962

 
9,025

 
5.4

Common Equity (71,250 Class A units) (10)
 
 
 
 
 
 
 
7/13/2017
 
 
 
 
 
713

 
892

 
0.5

 
 
 
 
 
 
 
 
 
 
 
 
9,010

 
9,675

 
9,917

 
5.9


21

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued
December 31, 2019
(Dollar amounts in thousands)


Portfolio Company (1)
Investment Type
 
Industry
 
Interest Rate (2)
 
Spread Above
Index (2)
 
Initial Acquisition Date
 
Maturity
 
Principal
Amount
 
Amortized Cost
 
Fair Value (3)
 
Percent of
Net Assets
Endo International PLC (14) (15)
 
Pharmaceutical Preparation Manufacturing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
6.06%
 
(L +4.25%)
 
6/24/2019
 
4/29/2024
 
$
1,985

 
$
1,897

 
$
1,906

 
1.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Envocore Holding, LLC (F/K/A LRI Holding, LLC) (4)
 
Electrical Contractors and Other Wiring Installation Contractors
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
6.00% cash / 5.00% PIK
 
(L +6.00%)
 
6/30/2017
 
6/30/2022
 
16,367

 
16,207

 
14,639

 
8.8

Preferred Equity (238,095 Series B units) (10)
 
 
 
 
 
 
 
6/30/2017
 
 
 
 
 
300

 

 

Preferred Equity (13,315 Series C units) (10)
 
 
 
 
 
 
 
8/13/2018
 
 
 
 
 
13

 

 

 
 
 
 
 
 
 
 
 
 
 
 
16,367

 
16,520

 
14,639

 
8.8

Excelin Home Health, LLC
 
Home Health Care Services
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
11.50%
 
(L +9.50%)
 
10/25/2018
 
4/25/2024
 
4,250

 
4,183

 
4,070

 
2.4

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Explorer Holdings, Inc. (14) (15)
 
Testing Laboratories
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
5.60%
 
(L +3.75%)
 
6/25/2019
 
5/2/2023
 
1,985

 
1,987

 
2,004

 
1.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Garda World Security (14) (15)
 
Security Systems Services (except Locksmiths)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
6.66%
 
(L +4.75%)
 
10/24/2019
 
10/30/2026
 
1,667

 
1,634

 
1,680

 
1.0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GGC Aerospace Topco L.P.
 
Other Aircraft Parts and Auxiliary Equipment Manufacturing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
10.65%
 
(L +8.75%)
 
12/29/2017
 
9/8/2024
 
5,000

 
4,912

 
4,084

 
2.5

Common Equity (368,852 Class A units) (10)
 
 
 
 
 
 
 
12/29/2017
 
 
 
 
 
450

 
124

 
0.1

Common Equity (40,984 Class B units) (10)
 
 
 
 
 
 
 
12/29/2017
 
 
 
 
 
50

 
5

 

 
 
 
 
 
 
 
 
 
 
 
 
5,000

 
5,412

 
4,213

 
2.6

Hyland Software, Inc.
 
Software Publishers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan (14) (15)
 
 
 
5.30%
 
(L +3.50%)
 
10/24/2018
 
7/1/2024
 
1,660

 
1,655

 
1,672

 
1.0

Senior Secured Loan
 
 
 
8.80%
 
(L +7.00%)
 
10/24/2018
 
7/7/2025
 
2,601

 
2,614

 
2,617

 
1.6

 
 
 
 
 
 
 
 
 
 
 
 
4,261

 
4,269

 
4,289

 
2.6

Inergex Holdings, LLC
 
Other Computer Related Services
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
8.94%
 
(L +7.00%)
 
10/1/2018
 
10/1/2024
 
16,590

 
16,389

 
16,489

 
9.9

Senior Secured Loan (Revolver) (5) (18)
 
 
 
6.05%
 
(L +7.00%)
 
10/1/2018
 
10/1/2024
 
1,875

 
1,853

 
1,864

 
1.1

 
 
 
 
 
 
 
 
 
 
 
 
18,465

 
18,242

 
18,353

 
11.0


22

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued
December 31, 2019
(Dollar amounts in thousands)


Portfolio Company (1)
Investment Type
 
Industry
 
Interest Rate (2)
 
Spread Above
Index (2)
 
Initial Acquisition Date
 
Maturity
 
Principal
Amount
 
Amortized Cost
 
Fair Value (3)
 
Percent of
Net Assets
Institutional Shareholder Services, Inc.
 
Administrative Management and General Management Consulting Services
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
10.44%
 
(L +8.50%)
 
3/4/2019
 
3/5/2027
 
$
6,244

 
$
6,075

 
$
6,098

 
3.7
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Intouch Midco Inc. (15)
 
All Other Professional, Scientific, and Technical Services
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
6.05%
 
(L +4.25%)
 
12/20/2019
 
8/24/2025
 
1,995

 
1,925

 
1,925

 
1.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Kindred Healthcare, Inc. (F/K/A Kindred at Home) (14) (15)
 
Home Health Care Services
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
5.56%
 
(L +3.75%)
 
6/25/2019
 
7/2/2025
 
2,985

 
2,998

 
3,004

 
1.8

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
McAfee, LLC (14) (15)
 
Software Publishers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
5.55%
 
(L +3.75%)
 
6/25/2019
 
9/30/2024
 
1,985

 
1,987

 
1,996

 
1.2

Senior Secured Loan
 
 
 
10.30%
 
(L +8.50%)
 
11/15/2019
 
9/29/2025
 
2,000

 
2,002

 
2,018

 
1.2

 
 
 
 
 
 
 
 
 
 
 
 
3,985

 
3,989

 
4,014

 
2.4

Micro Holding Corp (14) (15)
 
Internet Publishing and Broadcasting and Web Search Portals
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
5.55%
 
(L +3.75%)
 
6/25/2019
 
9/13/2024
 
1,985

 
1,969

 
1,991

 
1.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Milrose Consultants, LLC (4) (8)
 
Administrative Management and General Management Consulting Services
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
8.14%
 
(L +6.20%)
 
7/16/2019
 
7/16/2025
 
11,500

 
11,420

 
11,394

 
6.7

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
My Alarm Center, LLC (4) (10) (13)
 
Security Systems Services (except Locksmiths)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred Equity (1,485 Class A units), 8% PIK
 
 
 
 
 
 
 
7/14/2017
 
 
 
 
 
1,571

 
984

 
0.6

Preferred Equity (1,198 Class B units)
 
 
 
 
 
 
 
7/14/2017
 
 
 
 
 
1,198

 

 

Preferred Equity (335 Class Z units) 25% PIK
 
 
 
 
 
 
 
9/12/2018
 
 
 
 
 
325

 
1,136

 
0.7

Common Equity (64,149 units)
 
 
 
 
 
 
 
7/14/2017
 
 
 
 
 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,094

 
2,120

 
1.3

Online Tech Stores, LLC (4)
 
Stationery and Office Supplies Merchant Wholesalers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subordinated Loan
 
 
 
10.50% cash / 3.00% PIK
 
N/A
 
2/1/2018
 
8/1/2023
 
16,323

 
16,113

 
14,559

 
8.7

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

23

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued
December 31, 2019
(Dollar amounts in thousands)


Portfolio Company (1)
Investment Type
 
Industry
 
Interest Rate (2)
 
Spread Above
Index (2)
 
Initial Acquisition Date
 
Maturity
 
Principal
Amount
 
Amortized Cost
 
Fair Value (3)
 
Percent of
Net Assets
OnSite Care, PLLC (4) (8)
 
Home Health Care Services
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
9.09%
 
(L +7.78%)
 
8/10/2018
 
8/10/2023
 
$
9,541

 
$
9,446

 
$
9,162

 
5.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Panther BF Aggregator 2 LP (14) (15)
 
Other Commercial and Service Industry Machinery Manufacturing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
5.30%
 
(L +3.50%)
 
11/19/2019
 
4/30/2026
 
1,995

 
1,978

 
2,006

 
1.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Parfums Holding Company, Inc.
 
Cosmetics, Beauty Supplies, and Perfume Stores
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan (14) (15)
 
 
 
6.16%
 
(L +4.25%)
 
6/25/2019
 
6/30/2024
 
87

 
87

 
87

 
0.1

Senior Secured Loan
 
 
 
10.70%
 
(L +8.75%)
 
11/16/2017
 
6/30/2025
 
6,320

 
6,332

 
6,276

 
3.8

 
 
 
 
 
 
 
 
 
 
 
 
6,407

 
6,419

 
6,363

 
3.9

Pelican Products, Inc.
 
Unlaminated Plastics Profile Shape Manufacturing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
9.49%
 
(L +7.75%)
 
9/24/2018
 
5/1/2026
 
6,055

 
6,059

 
5,969

 
3.6

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Performance Team LLC (4)
 
General Warehousing and Storage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
11.80%
 
(L +10.00%)
 
5/24/2018
 
11/24/2023
 
13,889

 
13,790

 
14,165

 
8.4

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PM Acquisition LLC
 
All Other General Merchandise Stores
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
11.50% cash / 2.50% PIK
 
N/A
 
9/30/2017
 
10/29/2021
 
4,963

 
4,903

 
4,800

 
2.9

Common Equity (499 units) (10) (13)
 
 
 
 
 
 
 
9/30/2017
 
 
 
 
 
499

 
220

 
0.1

 
 
 
 
 
 
 
 
 
 
 
 
4,963

 
5,402

 
5,020

 
3.0

Quest Software US Holdings Inc. (14) (15)
 
Computer and Computer Peripheral Equipment and Software Merchant Wholesalers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
6.18%
 
(L +4.25%)
 
6/25/2019
 
5/16/2025
 
1,990

 
1,973

 
1,978

 
1.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Refinitiv (14) (15)
 
Public Finance Activities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
5.05%
 
(L +4.25%)
 
6/24/2019
 
10/1/2025
 
1,987

 
1,941

 
2,007

 
1.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Resource Label Group, LLC
 
Commercial Printing (except Screen and Books)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
10.60%
 
(L +8.50%)
 
6/7/2017
 
11/26/2023
 
4,821

 
4,777

 
4,591

 
2.8

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

24

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued
December 31, 2019
(Dollar amounts in thousands)


Portfolio Company (1)
Investment Type
 
Industry
 
Interest Rate (2)
 
Spread Above
Index (2)
 
Initial Acquisition Date
 
Maturity
 
Principal
Amount
 
Amortized Cost
 
Fair Value (3)
 
Percent of
Net Assets
Restaurant Technologies, Inc. (15)
 
Other Grocery and Related Products Merchant Wholesalers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
5.05%
 
(L +3.25%)
 
8/8/2019
 
10/1/2025
 
$
1,990

 
$
1,994

 
$
2,003

 
1.2
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rocket Software, Inc. (15)
 
Software Publishers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
6.05%
 
(L +4.25%)
 
11/20/2018
 
11/28/2025
 
665

 
663

 
649

 
0.4

Senior Secured Loan
 
 
 
10.05%
 
(L +8.25%)
 
11/20/2018
 
11/28/2026
 
6,275

 
6,167

 
6,094

 
3.7

 
 
 
 
 
 
 
 
 
 
 
 
6,940

 
6,830

 
6,743

 
4.1

RPLF Holdings, LLC (10) (13)
 
Software Publishers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Equity (254,110 Class A units)
 
 
 
 
 
 
 
1/17/2018
 
 
 
 
 
254

 
186

 
0.1

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sentry Centers Holdings, LLC (10) (13)
 
Other Professional, Scientific, and Technical Services
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Equity (5,000 Series C units)
 
 
 
 
 
 
 
3/31/2014
 
 
 

 
500

 
1,490

 
0.9

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Southern Technical Institute, LLC (4) (6) (10)
 
Colleges, Universities, and Professional Schools
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subordinated Loan
 
 
 
6.00% PIK
 
N/A
 
6/27/2018
 
12/31/2021
 
1,611

 

 

 

Other
 
 
 
 
 
 
 
6/27/2018
 
 
 

 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
1,611

 

 

 

Spring Education Group, Inc. (F/K/A SSH Group Holdings, Inc.)
 
Child Day Care Services
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
6.19%
 
(L +4.25%)
 
7/26/2018
 
7/30/2025
 
972

 
970

 
978

 
0.6

Senior Secured Loan
 
 
 
10.19%
 
(L +8.25%)
 
7/26/2018
 
7/30/2026
 
7,216

 
7,157

 
7,288

 
4.4

 
 
 
 
 
 
 
 
 
 
 
 
8,188

 
8,127

 
8,266

 
5.0

Sprint Communications, Inc. (14) (15)
 
Wired Telecommunications Carriers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
4.81%
 
(L +3.00%)
 
6/24/2019
 
2/2/2024
 
1,985

 
1,972

 
1,980

 
1.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SSJA Bariatric Management LLC (15)
 
Offices of Physicians, Mental Health Specialists
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
6.94%
 
(L +5.00%)
 
8/26/2019
 
8/26/2024
 
9,975

 
9,883

 
9,861

 
5.9

Senior Secured Loan (Revolver) (5)
 
 
 
0.50% (18)
 
(L +5.00%)
 
8/26/2019
 
8/26/2024
 

 
(6
)
 
(14
)
 

 
 
 
 
 
 
 
 
 
 
 
 
9,975

 
9,877

 
9,847

 
5.9

Stancor, L.P. (4) (10)
 
Pump and Pumping Equipment Manufacturing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred Equity (1,250,000 Class A units), 8% PIK
 
 
 
 
 
 
 
8/19/2014
 
 
 

 
1,501

 
1,607

 
1.0


25

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued
December 31, 2019
(Dollar amounts in thousands)


Portfolio Company (1)
Investment Type
 
Industry
 
Interest Rate (2)
 
Spread Above
Index (2)
 
Initial Acquisition Date
 
Maturity
 
Principal
Amount
 
Amortized Cost
 
Fair Value (3)
 
Percent of
Net Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Staples, Inc. (14) (15)
 
Business to Business Electronic Markets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
6.69%
 
(L +5.00%)
 
6/24/2019
 
4/16/2026
 
$
1,990

 
$
1,920

 
$
1,960

 
1.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STS Operating, Inc.
 
Industrial Machinery and Equipment Merchant Wholesalers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan (14) (15)
 
 
 
6.05%
 
(L +4.25%)
 
5/16/2018
 
12/11/2024
 
632

 
631

 
632

 
0.4

Senior Secured Loan
 
 
 
9.80%
 
(L +8.00%)
 
5/15/2018
 
4/30/2026
 
9,073

 
9,070

 
9,030

 
5.4

 
 
 
 
 
 
 
 
 
 
 
 
9,705

 
9,701

 
9,662

 
5.8

Sunshine Luxembourg VII SARL (14) (15)
 
Pharmaceutical Preparation Manufacturing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
6.19%
 
(L +4.25%)
 
11/20/2019
 
9/25/2026
 
2,000

 
2,010

 
2,021

 
1.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tank Holding Corp. (14) (15)
 
Unlaminated Plastics Profile Shape Manufacturing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
6.41%
 
(L +4.00%)
 
6/24/2019
 
3/26/2026
 
1,995

 
2,002

 
2,005

 
1.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Escape Game, LLC (4)
 
Other amusement and recreation industries
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
8.80%
 
(L +7.00%)
 
7/18/2019
 
3/31/2020
 
4,667

 
4,642

 
4,648

 
2.8

Senior Secured Loan
 
 
 
10.55%
 
(L +8.75%)
 
12/22/2017
 
12/22/2022
 
7,000

 
6,969

 
6,972

 
4.2

Senior Secured Loan
 
 
 
10.55%
 
(L +8.75%)
 
7/20/2018
 
12/22/2022
 
7,000

 
7,000

 
6,972

 
4.2

 
 
 
 
 
 
 
 
 
 
 
 
18,667

 
18,611

 
18,592

 
11.2

Truck Hero, Inc. (15)
 
Truck Trailer Manufacturing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
10.05%
 
(L +8.25%)
 
5/30/2017
 
4/21/2025
 
7,014

 
6,990

 
6,690

 
4.0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
United Biologics Holdings, LLC (4) (10)
 
Medical Laboratories
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred Equity (151,787 units)
 
 
 
 
 
 
 
4/16/2013
 
 
 

 
9

 
15

 

Warrants (29,374 units)
 
 
 
 
 
 
 
7/26/2012
 
3/5/2022
 

 
82

 
7

 

 
 
 
 
 
 
 
 
 
 
 
 

 
91

 
22

 

U.S. Anesthesia Partners (14) (15)
 
Freestanding Ambulatory Surgical and Emergency Centers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
4.80%
 
(L +3.00%)
 
6/24/2019
 
6/23/2024
 
2,980

 
2,950

 
2,976

 
1.8

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

26

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued
December 31, 2019
(Dollar amounts in thousands)


Portfolio Company (1)
Investment Type
 
Industry
 
Interest Rate (2)
 
Spread Above
Index (2)
 
Initial Acquisition Date
 
Maturity
 
Principal
Amount
 
Amortized Cost
 
Fair Value (3)
 
Percent of
Net Assets
Verifone Intermediate Holdings, Inc. (14) (15)
 
Other Commercial and Service Industry Machinery Manufacturing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
5.90%
 
(L +4.00%)
 
6/24/2019
 
8/20/2025
 
$
258

 
$
252

 
$
256

 
0.2
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Wastebuilt Environmental Solutions, LLC (4)
 
Industrial Supplies Merchant Wholesalers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
10.69%
 
(L +8.75%)
 
10/11/2018
 
10/11/2024
 
7,000

 
6,883

 
6,584

 
4.0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Debt and Equity Investments
 
 
 
 
 
 
 
 
 
 
 
$
372,094

 
$
373,074

 
$
350,925

 
210.7
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
      Structured Finance Note Investments (7)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dryden 76 CLO, Ltd.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subordinated Notes
 
 
 
15.37% (9)
 
 
 
9/27/2019
 
10/20/2032
 
2,750

 
2,491

 
2,509

 
1.5

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Elevation CLO 2017-7, Ltd.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subordinated Notes
 
 
 
15.71% (9)
 
 
 
2/6/2019
 
7/15/2030
 
10,000

 
7,485

 
6,559

 
3.9

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Flatiron CLO 18, Ltd.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subordinated Notes
 
 
 
16.68% (9)
 
 
 
1/2/2019
 
4/17/2031
 
9,680

 
7,355

 
7,345

 
4.4

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THL Credit Wind River 2019‐3 CLO Ltd.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subordinated Notes
 
 
 
12.33% (9)
 
 
 
4/5/2019
 
4/15/2031
 
7,000

 
5,796

 
5,197

 
3.1

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Structured Finance Note Investments
 
 
 
 
 
 
 
 
 
 
 
$
29,430

 
$
23,127

 
$
21,610

 
12.9
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Non-control/Non-affiliate Investments
 
 
 
 
 
 
 
 
 
 
 
$
401,524

 
$
396,201

 
$
372,535

 
223.6
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

27

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued
December 31, 2019
(Dollar amounts in thousands)


Portfolio Company (1)
Investment Type
 
Industry
 
Interest Rate (2)
 
Spread Above
Index (2)
 
Initial Acquisition Date
 
Maturity
 
Principal
Amount
 
Amortized Cost
 
Fair Value (3)
 
Percent of
Net Assets
Affiliate Investments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3rd Rock Gaming Holdings, LLC
 
Software Publishers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
9.44% cash / 1.00% PIK
 
(L +7.50%)
 
3/13/2018
 
3/12/2023
 
$
21,373

 
$
21,176

 
$
20,099

 
12.1
%
Common Equity (2,547,250 units) (10) (13)
 
 
 
 
 
 
 
3/13/2018
 
 
 

 
2,547

 
1,044

 
0.6

 
 
 
 
 
 
 
 
 
 
 
 
21,373

 
23,723

 
21,143

 
12.7

Chemical Resources Holdings, Inc.
 
Custom Compounding of Purchased Resins
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan (4)(8)
 
 
 
9.82%
 
(L +7.89%)
 
1/25/2019
 
1/25/2024
 
13,743

 
13,592

 
13,746

 
8.2

Common Equity (1,832 Class A shares) (10) (13)
 
 
 
 
 
 
 
1/25/2019
 
 
 
 
 
1,813

 
2,662

 
1.6

 
 
 
 
 
 
 
 
 
 
 
 
13,743

 
15,405

 
16,408

 
9.8

Contract Datascan Holdings, Inc. (4)
 
Office Machinery and Equipment Rental and Leasing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subordinated Loan
 
 
 
12.00%
 
N/A
 
8/5/2015
 
2/5/2021
 
8,000

 
7,995

 
8,000

 
4.8

Preferred Equity (3,061 Series A shares) 10% PIK (10)
 
 
 
 
 
 
 
8/5/2015
 
 
 
 
 
5,599

 
5,671

 
3.4

Common Equity (11,273 shares) (10)
 
 
 
 
 
 
 
6/28/2016
 
 
 
 
 
104

 
671

 
0.4

 
 
 
 
 
 
 
 
 
 
 
 
8,000

 
13,698

 
14,342

 
8.6

DRS Imaging Services, LLC
 
Data Processing, Hosting, and Related Services
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan (4) (8)
 
 
 
11.21%
 
(L +9.27%)
 
3/8/2018
 
11/20/2023
 
10,741

 
10,670

 
10,569

 
6.3

Common Equity (1,135 units) (10) (13)
 
 
 
 
 
 
 
3/8/2018
 
 
 
 
 
1,135

 
1,331

 
0.8

 
 
 
 
 
 
 
 
 
 
 
 
10,741

 
11,805

 
11,900

 
7.1

Master Cutlery, LLC (4) (6) (10)
 
Sporting and Recreational Goods and Supplies Merchant Wholesalers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subordinated Loan (11)
 
 
 
13.00%
 
N/A
 
4/17/2015
 
4/17/2020
 
5,947

 
4,764

 
255

 
0.2

Preferred Equity (3,723 Series A units), 8% PIK
 
 
 
 
 
 
 
4/17/2015
 
 
 

 
3,483

 

 

Common Equity (15,564 units)
 
 
 
 
 
 
 
4/17/2015
 
 
 

 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
5,947

 
8,247

 
255

 
0.2

NeoSystems Corp. (4) (10)
 
Other Accounting Services
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred Equity (521,962 convertible shares) 10% PIK
 
 
 
 
 
 
 
8/14/2014
 
 
 

 
1,698

 
2,250

 
1.4

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

28

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued
December 31, 2019
(Dollar amounts in thousands)


Portfolio Company (1)
Investment Type
 
Industry
 
Interest Rate (2)
 
Spread Above
Index (2)
 
Initial Acquisition Date
 
Maturity
 
Principal
Amount
 
Amortized Cost
 
Fair Value (3)
 
Percent of
Net Assets
Pfanstiehl Holdings, Inc. (4)
 
Pharmaceutical Preparation Manufacturing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subordinated Loan
 
 
 
10.50%
 
N/A
 
1/1/2014
 
9/29/2022
 
$
3,788

 
$
3,807

 
$
3,788

 
2.3
%
Common Equity (400 Class A shares)
 
 
 
 
 
 
 
1/1/2014
 
 
 

 
217

 
11,979

 
7.2

 
 
 
 
 
 
 
 
 
 
 
 
3,788

 
4,024

 
15,767

 
9.5

Professional Pipe Holdings, LLC
 
Plumbing, Heating, and Air-Conditioning Contractors
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
10.55% cash / 1.50% PIK
 
(L +9.27%)
 
3/23/2018
 
3/23/2023
 
7,099

 
7,008

 
7,170

 
4.3

Common Equity (1,414 Class A units) (10)
 
 
 
 
 
 
 
3/23/2018
 
 
 

 
1,414

 
2,413

 
1.4

 
 
 
 
 
 
 
 
 
 
 
 
7,099

 
8,422

 
9,583

 
5.7

TalentSmart Holdings, LLC
 
Professional and Management Development Training
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan (4)
 
 
 
8.50%
 
(L +6.75%)
 
10/11/2019
 
10/11/2024
 
10,000

 
9,833

 
9,833

 
5.9

Senior Secured Loan (Revolver) (5) (18)
 
 
 
8.50%
 
(L +6.75%)
 
10/11/2019
 
10/11/2024
 
250

 
242

 
242

 
0.1

Common Equity (1,500 Class A shares) (10) (13)
 
 
 
 
 
 
 
10/11/2019
 
 
 

 
1,500

 
1,500

 
0.9

 
 
 
 
 
 
 
 
 
 
 
 
10,250

 
11,575

 
11,575

 
6.9

TRS Services, LLC (4) (11)
 
Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan
 
 
 
10.55% cash / 1.00% PIK
 
(L +8.75%)
 
12/10/2014
 
3/16/2020
 
14,624

 
14,615

 
14,623

 
8.8

Preferred Equity (329,266 Class AA units), 15% PIK (10)
 
 
 
 
 
 
 
6/30/2016
 
 
 

 
545

 
547

 
0.3

Preferred Equity (3,000,000 Class A units), 11% PIK (10)
 
 
 
 
 
 
 
12/10/2014
 
 
 

 
3,374

 
3,095

 
1.9

Common Equity (3,000,000 units) (10)
 
 
 
 
 
 
 
12/10/2014
 
 
 

 
572

 

 

 
 
 
 
 
 
 
 
 
 
 
 
14,624

 
19,106

 
18,265

 
11.0

TTG Healthcare, LLC
 
Diagnostic Imaging Centers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Secured Loan (4)
 
 
 
10.71%
 
(L +9.00%)
 
3/1/2019
 
3/1/2024
 
12,103

 
11,938

 
11,767

 
7.1

Preferred Equity ( 2,309 Class B units) (10) (13)
 
 
 
 
 
 
 
3/1/2019
 
 
 
 
 
2,309

 
2,424

 
1.5

 
 
 
 
 
 
 
 
 
 
 
 
12,103

 
14,247

 
14,191

 
8.6

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Affiliate Investments
 
 
 
 
 
 
 
 
 
 
 
$
107,668

 
$
131,950

 
$
135,679

 
81.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

29

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued
December 31, 2019
(Dollar amounts in thousands)


Portfolio Company (1)
Investment Type
 
Industry
 
Interest Rate (2)
 
Spread Above
Index (2)
 
Initial Acquisition Date
 
Maturity
 
Principal
Amount
 
Amortized Cost
 
Fair Value (3)
 
Percent of
Net Assets
Control Investment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
MTE Holding Corp. (4)
 
Travel Trailer and Camper Manufacturing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subordinated Loan (to Mirage Trailers, LLC, a controlled, consolidated subsidiary of MTE Holding Corp.)
 
 
 
10.26% cash / 4.50% PIK
 
(L +8.50%)
 
11/25/2015
 
11/25/2020
 
$
7,464

 
$
7,451

 
$
7,464

 
4.5
%
Common Equity (554 shares)
 
 
 
 
 
 
 
11/25/2015
 
 
 

 
3,069

 
1,253

 
0.8

 
 
 
 
 
 
 
 
 
 
 
 
7,464

 
10,520

 
8,717

 
5.3

Total Control Investment
 
 
 
 
 
 
 
 
 
 
 
$
7,464

 
$
10,520

 
$
8,717

 
5.3
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Investments
 
 
 
 
 
 
 
 
 
 
 
$
516,656

 
$
538,671

 
$
516,931

 
310.4
%

(1)
Equity ownership may be held in shares or units of companies affiliated with the portfolio company. The Company's investments are generally classified as "restricted securities" as such term is defined under Regulation S-X Rule 6-03(f) or Securities Act Rule 144.
(2)
Substantially all of the investments that bear interest at a variable rate are indexed to LIBOR (L), generally between 1.7% and 2.1% at December 31, 2019, and reset monthly, quarterly, or semi-annually. Variable-rate loans with an aggregate cost of $420,410 include LIBOR reference rate floor provisions of generally 1% to 2%; at December 31, 2019, the reference rate on all such instruments was above the stated floors. For each investment, the Company has provided the spread over the reference rate and current interest rate in effect at December 31, 2019. Unless otherwise noted, all investments with a stated PIK rate require interest payments with the issuance of additional securities as payment of the entire PIK provision.
(3)
Unless otherwise noted with footnote 14, fair value was determined using significant unobservable inputs for all of the Company's investments and are considered Level 3 under GAAP. See Note 5 for further details.
(4)
Investments (or portion thereof) held by SBIC I LP. These assets (or a portion thereof) are held to support the SBA debentures and can not be pledged under any debt obligation of the Company.
(5)
Subject to unfunded commitments. See Note 6 for further details.
(6)
Investment was on non-accrual status as of December 31, 2019, meaning the Company has ceased recognition of all or a portion of income on the investment. See Note 4 for further details.
(7)
Structured Finance Notes are considered CLO subordinated debt positions. CLO subordinated debt positions are entitled to recurring distributions which are generally equal to the remaining cash flow of payments made by underlying securities less contractual payments to debt holders and fund expenses.
(8)
The Company has entered into a contractual arrangement with co‑lenders whereby, subject to certain conditions, it has agreed to receive its payment after the repayment of certain co‑lenders pursuant to a payment waterfall. The table below provides additional details as of December 31, 2019:
Portfolio Company
Reported Interest Rate
 
Interest Rate per Credit Agreement
 
Additional Interest per Annum
Carolina Lubes, Inc.
9.83%
 
9.35%
 
0.48%
Chemical Resources Holdings, Inc.
9.82%
 
7.93%
 
1.89%
DRS Imaging Services, LLC
11.21%
 
9.94%
 
1.27%
Milrose Consultants, LLC
8.14%
 
7.44%
 
0.70%
OnSite Care, PLLC
9.49%
 
7.96%
 
1.53%
(9)
The rate disclosed is an estimated effective yield based upon the current projection of the amount and timing of distributions in addition to the estimated amount and timing of terminal principal payments. Effective yields for the Company's Structured Finance Note investments are monitored and evaluated at each reporting date. The estimated yield and investment cost may ultimately not be realized.
(10)
Non-income producing.

30

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued
December 31, 2019
(Dollar amounts in thousands)


(11)The interest rate on these investments contains a PIK provision, whereby the issuer has the option to make interest payments in cash or with the issuance of additional securities as payment of the entire PIK provision. The interest rate in the schedule represents the current interest rate in effect for these investments. The following table provides additional details on these PIK investments, including the maximum annual PIK interest rate allowed as of December 31, 2019:
Portfolio Company
 
Investment Type
 
Range of PIK
Option
 
Range of Cash
Option
 
Maximum PIK
Rate Allowed
Community Intervention Services, Inc.
 
Subordinated Loan
 
0% or 6.00%
 
13.00% or 7.00%
 
6.00%
Eblens Holdings, Inc.
 
Subordinated Loan
 
0% or 1.00%
 
13.00% or 12.00%
 
1.00%
Master Cutlery, LLC
 
Senior Secured Loan
 
0% to 13.00%
 
13.00% to 0%
 
13.00%
TRS Services, LLC
 
Senior Secured Loan
 
0% or 1.00%
 
12.65% or 1.00%
 
1.00%

(12)
Represents expiration date of the warrants.
(13)
All or portion of investment held by OFSCC-MB.
(14)
Fair value was determined by reference to observable inputs other than quoted prices in active markets and are considered Level 2 under GAAP. See Note 5 for further details.
(15)
Investments (or portion thereof) held by OFSCC-FS. These assets are pledged as collateral of the BNP Credit Facility and can not be pledged under any other debt obligation of the Company.
(16)
Amortized cost reflects accretion of effective yield less any cash distributions received or entitled to be received from CLO Structured Finance Note investments.
(17)
Maturity represents the contractual maturity date of the structured finance notes. Expected maturity and cash flows, not contractual maturity and cash flows, were utilized in deriving the effective yield of the investments.
(18)
Commitment fee on undrawn funds.
See Notes to Financial Statements.

31

OFS Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)


Note 1. Organization
OFS Capital Corporation, a Delaware corporation, is an externally managed, closed-end, non-diversified management investment company. The Company has elected to be regulated as a BDC under the 1940 Act. In addition, for income tax purposes, the Company has elected to be treated as a RIC under Subchapter M of the Code.
The Company’s investment objective is to provide stockholders with both current income and capital appreciation primarily through debt investments and, to a lesser extent, equity investments. OFS Advisor manages the day-to-day operations of, and provides investment advisory services to, the Company.
In addition, OFS Advisor serves as the investment adviser for HPCI, a non-traded BDC with an investment strategy and objective similar to that of the Company. OFS Advisor also serves as the investment adviser for OCCI, a non-diversified, externally managed, closed-end management investment company that has registered as an investment company under the 1940 Act that primarily invests in the equity tranche of CLOs.
The Company may make investments directly or through one of its subsidiaries: SBIC I LP, OFSCC-FS or OFSCC-MB.
The Company may make follow-on investments in current portfolio companies held through SBIC I LP. SBIC I LP is subject to SBA regulatory requirements, including: limitations on the businesses and industries in which it can invest; requirements to invest at least 25% of its regulatory capital in eligible smaller businesses, as defined under the SBIC Act; limitations on the financing terms of investments; and capitalization thresholds that may limit distributions to the Company. SBIC I LP is subject to periodic audits and examinations of its financial statements. SBIC I LP intends, over time, to repay its outstanding SBA debentures prior to the scheduled maturity date of its debentures.
OFSCC-FS is a special-purpose vehicle formed in April 2019 for the purpose of acquiring senior secured loan investments. OFSCC-FS has debt financing through its BNP Facility which provides OFSCC-FS with borrowing capacity of up to $150 million.
OFSCC-MB is a wholly-owned subsidiary taxed under subchapter C of the Code and generally holds the equity investments of the Company that are taxed as pass-through entities.
Note 2. Summary of Significant Accounting Policies
Basis of presentation: The Company is an investment company as defined in the accounting and reporting guidance under ASC Topic 946, Financial Services–Investment Companies. The accompanying interim consolidated financial statements of the Company and related financial information have been prepared in accordance with GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. However, in the opinion of management, the consolidated financial statements include all adjustments, consisting only of normal and recurring accruals and adjustments, necessary for fair presentation as of and for the periods presented. Certain amounts in the prior period financial statements have been reclassified to conform to the current year presentation. These consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019. The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full year.
Significant Accounting Policies: The following information supplements the description of significant accounting policies contained in Note 2 to the Company's consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019.
Use of estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.
Concentration of credit risk: Aside from its debt instruments, including investments in Structured Finance Notes of CLOs, financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at financial institutions. At various times during the year, the Company may exceed the federally insured limits. The Company places cash deposits only with high credit quality institutions which OFS Advisor believes will mitigate the risk of loss due to credit risk. The amount of loss due to credit risk from debt investments if borrowers fail to perform according to the terms of

32

OFS Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

the contracts, and the collateral or other security for those instruments proved to be of no value to the Company, is equal to the Company's recorded investment in debt instruments and the unfunded loan commitments as disclosed in Note 6.
New accounting pronouncement issued: In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 840): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”), which provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates (e.g., LIBOR) that are expected to be discontinued. ASU 2020-04 allows, among other things, certain contract modifications, such as those within the scope of Topic 310 on receivables, to be accounted as a continuation of the existing contract. This ASU was effective upon the issuance and its optional relief can be applied through December 31, 2022. The Company will consider this optional guidance prospectively, if applicable.
Note 3. Related Party Transactions
Investment Advisory and Management Agreement: OFS Advisor manages the day-to-day operations of, and provides investment advisory services to, the Company pursuant to the Investment Advisory Agreement. The continuation of the Investment Advisory Agreement was most recently approved by the Board on April 2, 2020. Under the terms of the Investment Advisory Agreement, which are in accordance with the 1940 Act and subject to the overall supervision of the Company’s Board, OFS Advisor is responsible for sourcing potential investments, conducting research and diligence on potential investments and equity sponsors, analyzing investment opportunities, structuring investments, and monitoring investments and portfolio companies on an ongoing basis.
OFS Advisor’s services under the Investment Advisory Agreement are not exclusive to the Company and OFS Advisor is free to furnish similar services to other entities, including other funds affiliated with OFS Advisor, so long as its services to the Company are not impaired. OFS Advisor also serves as the investment adviser or collateral manager to CLO funds and other companies, including HPCI and OCCI.
OFS Advisor receives fees for providing services, consisting of two components: a base management fee and an incentive fee. The base management fee is calculated at an annual rate of 1.75% and based on the average value of the Company’s total assets (other than cash but including assets purchased with borrowed amounts and assets owned by any consolidated entity) at the end of the two most recently completed calendar quarters, adjusted for any share issuances or repurchases during the quarter. OFS Advisor has elected to exclude the value of the intangible asset and goodwill resulting from the SBIC Acquisition from the base management fee calculation.
OFS Advisor agreed to reduce a portion of its base management fee by reducing the portion of such fee from 0.4375% per quarter (1.75% annualized) to 0.25% per quarter (1.00% annualized) of the average value of the portion of the OFSCC-FS Assets, at the end of the two most recently completed calendar quarters to the extent that such portion of the OFSCC-FS Assets are financed using leverage (also calculated on an average basis) that causes the Company’s statutory asset coverage ratio to fall below 200%. When calculating its statutory asset coverage ratio, the Company excludes its SBA guaranteed debentures from its total outstanding senior securities as permitted pursuant to exemptive relief granted by the SEC dated November 26, 2013. Effective January 1, 2020, OFS Advisor agreed to further reduce the base management fee to 0.25% per quarter (1.00% annualized) of the average value of the portion of the OFSCC-FS Assets at the end of the two most recently completed calendar quarters without regard to the statutory asset coverage ratio. The base management fee reduction by OFS Advisor is renewable on an annual basis and the amount of the base management fee reduced with respect to the OFSCC-FS Assets shall not be subject to recoupment by OFS Advisor.
The incentive fee has two parts. The first part ("Income Incentive Fee") is calculated and payable quarterly in arrears based on the Company’s pre-incentive fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees such as commitment, origination and sourcing, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement (defined below) and any interest expense and dividends paid on any outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest or dividend feature (such as OID, debt instruments with PIK interest, equity investments with accruing or PIK dividend and zero coupon securities), accrued income that the Company has not yet received in cash.
Pre-incentive fee net investment income is expressed as a rate of return on the value of the Company’s net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the end of the immediately preceding calendar quarter and adjusted for any share issuances or repurchases during such quarter.

33

OFS Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

The incentive fee with respect to pre-incentive fee net income is 20.0% of the amount, if any, by which the pre-incentive fee net investment income for the immediately preceding calendar quarter exceeds a 2.0% hurdle rate (which is 8.0% annualized) and a “catch-up” provision measured as of the end of each calendar quarter. Under this provision, in any calendar quarter, OFS Advisor receives no incentive fee until the net investment income equals the hurdle rate of 2.0%, but then receives, as a “catch-up,” 100.0% of the pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 2.5%. The effect of this provision is that, if pre-incentive fee net investment income exceeds 2.5% in any calendar quarter, OFS Advisor will receive 20.0% of the pre-incentive fee net investment income.
Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Because of the structure of the incentive fee, it is possible that the Company may pay an incentive fee in a quarter in which the Company incurs a loss. For example, if the Company receives pre-incentive fee net investment income in excess of the quarterly minimum hurdle rate, the Company will pay the applicable incentive fee even if the Company has incurred a loss in that quarter due to realized and unrealized capital losses. The Company’s net investment income used to calculate this part of the incentive fee is also included in the amount of the Company’s gross assets used to calculate the base management fee. These calculations are appropriately prorated for any period of less than three months.
The second part of the incentive fee (the “Capital Gain Fee”) is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), and equals 20.0% of the Company’s aggregate realized capital gains, if any, on a cumulative basis from the date of the election to be a BDC through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation through the end of such year, less all previous amounts paid in respect of the Capital Gain Fee.
The Company accrues the Capital Gain Fee if, on a cumulative basis, the sum of net realized capital gains and (losses) plus net unrealized appreciation and (depreciation) is positive. If, on a cumulative basis, the sum of net realized capital gains (losses) plus net unrealized appreciation (depreciation) decreases during a period, the Company will reverse any excess Capital Gain Fee previously accrued such that the amount of Capital Gains Fee accrued is no more than 20% of the sum of net realized capital gains (losses) plus net unrealized appreciation (depreciation).
On May 4, 2020, OFS Advisor agreed to irrevocably waive the receipt of $441 in Income Incentive Fees (based on net investment income) related to net investment income, that it would otherwise be entitled to receive under the Investment Advisory Agreement for the three months ended March 31, 2020. As a result of the voluntary fee waiver, the Company incurred Income Incentive Fee expense of $442 for the three months ended March 31, 2020, which is equal to half the Income Incentive Fee expense the Company would have incurred for the three months ended March 31, 2020. The voluntary fee waiver did not include Capital Gain Fees, which was $0 for the three months ended March 31, 2020.
License Agreement: The Company entered into a license agreement with OFSAM under which OFSAM has agreed to grant the Company a non-exclusive, royalty-free license to use the name “OFS.”
Administration Agreement: OFS Services furnishes the Company with office facilities and equipment, necessary software licenses and subscriptions, and clerical, bookkeeping and record keeping services at such facilities pursuant to the Administration Agreement. Under the Administration Agreement, OFS Services performs, or oversees the performance of, the Company’s required administrative services, which include being responsible for the financial records that the Company is required to maintain and preparing reports to its stockholders and all other reports and materials required to be filed with the SEC or any other regulatory authority. In addition, OFS Services assists the Company in determining and publishing its net asset value, oversees the preparation and filing of its tax returns and the printing and dissemination of reports to its stockholders, and generally oversees the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. Under the Administration Agreement, OFS Services also provides managerial assistance on the Company’s behalf to those portfolio companies that have accepted the Company’s offer to provide such assistance. Payment under the Administration Agreement is equal to an amount based upon the Company’s allocable portion of OFS Services’s overhead in performing its obligations under the Administration Agreement, including, but not limited to, rent, information technology services and the Company’s allocable portion of the cost of its officers, including its chief executive officer, chief financial officer, chief compliance officer, chief accounting officer and their respective staffs. To the extent that OFS Services outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to OFS Services.
Equity Ownership: As of June 30, 2020, affiliates of OFS Advisor held 2,946,474 shares of common stock, which is approximately 22% of the Company's outstanding shares of common stock.


34

OFS Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

Distributions paid to affiliates and expenses recognized under agreements with OFS Advisor and OFS Services for the three and six months ended June 30, 2020 and 2019 are presented below:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
2020
 
2019
Base management fees
$
1,869


$
2,055


$
3,888


$
3,898

Incentive fees:
 
 
 
 
 
 
 
Income Incentive Fee
215

 
1,245

 
1,098

 
2,408

Incentive fee waiver




(441
)


Administration fee expense
500

 
417

 
1,020

 
854

Distributions paid to affiliates
501


1,002


1,503


2,004

Note 4. Investments
As of June 30, 2020, the Company had loans to 57 portfolio companies, of which 90% were senior secured loans and 10% were subordinated loans, at fair value, as well as equity investments in 14 of these portfolio companies. The Company also held equity investments in eight portfolio companies in which it did not hold a debt investment and eight investments in Structured Finance Notes. At June 30, 2020, the Company's investments consisted of the following:
 
 
 
Percentage of Total
 
 
 
Percentage of Total
 
Amortized Cost
 
Amortized Cost
 
Net Assets
 
Fair Value
 
Fair Value
 
Net Assets
Senior secured debt investments (1)
$
352,264


73.6
%
 
260.2
%
 
$
325,659

 
74.7
%
 
240.5
%
Subordinated debt investments
56,985


11.9

 
42.1

 
35,755

 
8.2

 
26.4

Preferred equity
18,621


3.9

 
13.8

 
11,757

 
2.7

 
8.7

Common equity, warrants and other
15,717


3.3

 
11.6

 
32,561

 
7.5

 
24.0

  Total debt and equity investments
443,587

 
92.7

 
327.7

 
405,732

 
93.1

 
299.6

Structured Finance Notes
35,254

 
7.3

 
26.0

 
30,030

 
6.9

 
19.5

Total investments
$
478,841


100.0
%
 
353.7
%
 
$
435,762

 
100.0
%
 
319.1
%
(1)
Includes debt investments, typically referred to as unitranche, in which we have entered into contractual arrangements with co‑lenders whereby, subject to certain conditions, we have agreed to receive our principal payments after the repayment of certain co‑lenders pursuant to a payment waterfall. Amortized cost and fair value of these investments were $75,406 and $74,381, respectively.
As of June 30, 2020, the Company had international domiciled debt investments, all denominated in US dollars, with an amortized cost and fair value of $5,910 and $5,563, respectively, and debt and equity investments with an amortized cost and fair value of $437,677 and $400,169 domiciled in the United States. Geographic composition is determined by the location of the corporate headquarters of the portfolio company. The industry compositions of the Company’s debt and equity investment portfolio was as follows:
 
 
 
 
Percentage of Total
 
 
 
Percentage of Total
 
 
Amortized Cost
 
Amortized Cost
 
Net Assets
 
Fair Value
 
Fair Value
 
Net Assets
Administrative and Support and Waste Management and Remediation Services





 
 


 


 
 
Security Systems Services (except Locksmiths)

$
6,528


1.5
%

4.8
%
 
$
4,740

 
1.2
%
 
3.5
%
Arts, Entertainment, and Recreation






 

 

 

Other Amusement and Recreation Industries

20,934


4.7

 
15.5

 
19,725


4.9

 
14.5

Construction






 

 

 

Electrical Contractors and Other Wiring Installation Contractors

16,971


3.8


12.5

 
14,822

 
3.7

 
10.9


35

OFS Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

 
 
 
 
Percentage of Total
 
 
 
Percentage of Total
 
 
Amortized Cost
 
Amortized Cost
 
Net Assets
 
Fair Value
 
Fair Value
 
Net Assets
Plumbing, Heating, and Air-Conditioning Contractors

8,490


1.9

 
6.3

 
7,804


1.9

 
5.8

Education Services






 

 

 

Colleges, Universities, and Professional Schools






 
2,110

 
0.5

 
1.6

Professional and Management Development Training

11,815


2.7

 
8.7

 
9,705


2.4

 
7.2

Finance and Insurance






 

 

 

Direct Health and Medical Insurance Carriers

395


0.1

 
0.3

 
395

 
0.1

 
0.3

Insurance Agencies and Brokerages

9,530


2.1


7.0

 
8,268

 
2.0

 
6.1

Health Care and Social Assistance









 


 


 


Child Day Care Services

5,176


1.2

 
3.8

 
4,896

 
1.2

 
3.6

Diagnostic Imaging Centers

14,270


3.2


10.5

 
15,385


3.8

 
11.4

Home Health Care Services

13,638


3.1

 
10.1

 
13,623

 
3.4

 
10.1

Medical Laboratories

91




0.1

 
58

 

 

Offices of Physicians, Mental Health Specialists

20,716


4.7


15.3

 
19,299

 
4.8

 
14.3

Outpatient Mental Health and Substance Abuse Centers

11,612


2.6


8.6

 
3,803

 
0.9

 
2.8

Information









 


 
 
 


Data Processing, Hosting, and Related Services

11,739


2.6

 
8.7

 
11,692


2.9

 
8.6

Software Publishers

29,969


6.8


22.2

 
19,180

 
4.7

 
14.2

Television Broadcasting

1,987


0.4

 
1.5

 
1,625


0.4

 
1.2

Manufacturing









 


 


 


Commercial Printing (except Screen and Books)

4,784


1.1


3.5

 
4,346

 
1.1

 
3.2

Custom Compounding of Purchased Resins

15,424


3.5


11.4

 
15,570


3.8

 
11.5

Other Aircraft Parts and Auxiliary Equipment Manufacturing

5,422


1.2


4.0

 
4,408

 
1.1

 
3.3

Other Commercial and Service Industry Machinery Manufacturing

1,969


0.4

 
1.5

 
1,898


0.5

 
1.4

Pharmaceutical Preparation Manufacturing

6,004


1.4


4.4

 
29,751

 
7.3

 
21.9

Plastics Plumbing Fixture Manufacturing

1,477


0.3

 
1.1

 
1,457


0.4

 
1.1

Pump and Pumping Equipment Manufacturing

1,501


0.3


1.1

 
1,236

 
0.3

 
0.9

Semiconductor and Related Device Manufacturing

475


0.1

 
0.4

 
475


0.1

 
0.4

Travel Trailer and Camper Manufacturing

10,714


2.4


7.9

 
7,410

 
1.8

 
5.5

Truck Trailer Manufacturing

6,993


1.6


5.2

 
6,538

 
1.6

 
4.8

Unlaminated Plastics Profile Shape Manufacturing

8,051


1.8

 
5.9

 
7,255

 
1.8

 
5.4

Other Services (except Public Administration)






 

 

 

Automotive Oil Change and Lubrication Shops

19,902


4.5


14.7

 
19,374

 
4.8

 
14.3


36

OFS Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

 
 
 
 
Percentage of Total
 
 
 
Percentage of Total
 
 
Amortized Cost
 
Amortized Cost
 
Net Assets
 
Fair Value
 
Fair Value
 
Net Assets
Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance

851


0.2


0.6

 
706

 
0.2

 
0.5

Diet and Weight Reducing Centers

492


0.1

 
0.4

 
492


0.1

 
0.4

Professional, Scientific, and Technical Services









 


 


 


Administrative Management and General Management Consulting Services

17,991


4.1


13.3

 
17,718


4.4

 
13.1

All Other Professional, Scientific, and Technical Services

1,925


0.4

 
1.4

 
1,767


0.4

 
1.3

Other Accounting Services

14,611


3.3


10.8

 
14,989

 
3.7

 
11.1

Other Computer Related Services

17,715


4.0


13.1

 
16,656

 
4.0

 
12.3

Other Professional, Scientific, and Technical Services

500


0.1


0.4

 
200

 

 
0.1

Public Administration









 


 


 


Other Justice, Public Order, and Safety Activities

703


0.2


0.5

 
707

 
0.2

 
0.5

Real Estate and Rental and Leasing









 


 


 


Office Machinery and Equipment Rental and Leasing

13,957


3.1


10.3

 
10,180

 
2.5

 
7.5

Retail Trade









 


 


 


Cosmetics, Beauty Supplies, and Perfume Stores
 
7,867


1.8

 
5.8

 
7,502


1.8

 
5.5

Shoe store

9,728


2.2


7.2

 
9,257


2.3

 
6.8

Sporting Goods Stores

2,915


0.7

 
2.2

 
2,869


0.7

 
2.1

All Other General Merchandise Stores

5,332


1.2


3.9

 
4,444


1.1

 
3.3

Transportation and Warehousing







 
 
 
 
 
 
 
Taxi Service

1,986


0.4

 
1.5

 
1,884


0.5

 
1.4

Wholesale Trade









 


 


 


Business to Business Electronic Markets

3,390


0.8


2.5

 
3,065


0.8

 
2.3

Computer and Computer Peripheral Equipment and Software Merchant Wholesalers

1,963


0.4

 
1.4

 
1,909


0.5

 
1.4

Construction and Mining (except Oil Well) Machinery and Equipment Merchant Wholesalers

18,924


4.3

 
14.0

 
18,984


4.7

 
14.0

Electrical Apparatus and Equipment, Wiring Supplies, and Related Equipment Merchant Wholesalers

489


0.1

 
0.4

 
482


0.1

 
0.4

General Line Grocery Merchant Wholesalers

480


0.1

 
0.4

 
480


0.1

 
0.4

Industrial Machinery and Equipment Merchant Wholesalers

9,698


2.2


7.2

 
8,857


2.1

 
6.5

Industrial Supplies Merchant Wholesalers

6,895


1.6


5.1

 
4,945


1.2

 
3.7

Motor Vehicle Parts (Used) Merchant Wholesalers

14,222


3.2

 
10.5

 
13,667


3.4

 
10.1

Sporting and Recreational Goods and Supplies Merchant Wholesalers

8,247


1.9


6.1

 

 

 

Stationary & Office Supply Merchant Wholesaler
 
16,129


3.6

 
11.9

 
7,124


1.8

 
5.3


37

OFS Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

 
 
 
 
Percentage of Total
 
 
 
Percentage of Total
 
 
Amortized Cost
 
Amortized Cost
 
Net Assets
 
Fair Value
 
Fair Value
 
Net Assets
   Total debt and equity investments

$
443,587


100.0
%

327.6
%
 
$
405,732

 
100.0
%
 
299.7
%
Structured Finance Notes
 
35,254

 

 
26.0
%
 
30,030

 

 
19.5
%
Total investments
 
$
478,841

 
100.0
%
 
353.6
%
 
$
435,762


100.0
%
 
319.2
%
As of December 31, 2019, the Company had loans to 79 portfolio companies, of which 90% were senior secured loans and 10% were subordinated loans, at fair value, as well as equity investments in 15 of these portfolio companies. The Company also held an equity investment in six portfolio companies in which it did not hold a debt investment, as well as four investments in Structured Finance Notes. At December 31, 2019, investments consisted of the following:
 
 
 
Percentage of Total
 
 
 
Percentage of Total
 
Amortized Cost
 
Amortized Cost
 
Net Assets
 
Fair Value
 
Fair Value
 
Net Assets
Senior secured debt investments
$
421,970

 
78.3
%
 
253.2
%
 
$
408,724

 
79.1
%
 
245.3
%
Subordinated debt investments
56,731

 
10.5

 
34.0

 
43,091

 
8.3

 
25.9

Preferred equity
21,925

 
4.1

 
13.2

 
17,729

 
3.4

 
10.6

Common equity, warrants and other
14,919

 
2.8

 
9.0

 
25,777

 
5.0

 
15.5

  Total debt and equity investments
515,545

 
95.7
%
 
309.4
%
 
495,321

 
95.8
%
 
297.3
%
Structured Finance Notes
23,126

 
4.3

 
14.0

 
21,610

 
4.2

 
12.9

Total
$
538,671

 
100.0
%
 
323.4
%
 
$
516,931

 
100.0
%
 
310.2
%
At December 31, 2019, the Company had international domiciled debt investments, all denominated in US dollars, with an amortized cost and fair value of $10,309 and $10,374, respectively, and debt and equity investments with an amortized cost and fair value of $505,232 and $484,945 domiciled in the United States. The industry compositions of the Company’s debt and equity investment portfolio were as follows:
 
 
 
 
Percentage of Total
 
 
 
Percentage of Total
 
 
Amortized Cost
 
Amortized Cost
 
Net Assets
 
Fair Value
 
Fair Value
 
Net Assets
Administrative and Support and Waste Management and Remediation Services
 
 
 
 
 
 
 
 
 
 
 
 
Security Systems Services (except Locksmiths)
 
$
8,158

 
1.6
%
 
4.9
%
 
$
7,224

 
1.5
%
 
4.3
%
Temporary Help Services
 
13,866

 
2.7

 
8.3

 
13,742

 
2.8

 
8.2

Arts, Entertainment, and Recreation
 
 
 
 
 
 
 
 
 
 
 
 
Other Amusement and Recreation Industries
 
18,611

 
3.6

 
11.2

 
18,592

 
3.8

 
11.2

Construction
 
 
 
 
 
 
 
 
 
 
 
 
Electrical Contractors and Other Wiring Installation Contractors
 
16,520

 
3.2

 
9.9

 
14,639

 
3.0

 
8.8

Plumbing, Heating, and Air-Conditioning Contractors
 
8,422

 
1.6

 
5.1

 
9,583

 
1.9

 
5.8

Education Services
 
 
 
 
 
 
 
 
 
 
 
 
Colleges, Universities, and Professional Schools
 

 

 

 

 

 

Professional and Management Development Training
 
11,574

 
2.2

 
6.9

 
11,575

 
2.3

 
6.9

Finance and Insurance
 
 
 
 
 
 
 
 
 
 
 
 
Direct Health and Medical Insurance Carriers
 
395

 
0.1

 
0.2

 
405

 
0.1

 
0.2

Insurance Agencies and Brokerages
 
11,487

 
2.2

 
6.9

 
11,386

 
2.3

 
6.8

Health Care and Social Assistance
 
 
 
 
 
 
 
 
 
 
 
 

38

OFS Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

 
 
 
 
Percentage of Total
 
 
 
Percentage of Total
 
 
Amortized Cost
 
Amortized Cost
 
Net Assets
 
Fair Value
 
Fair Value
 
Net Assets
All Other Outpatient Care Centers
 
2,001

 
0.4

 
1.2

 
2,015

 
0.4

 
1.2

Child Day Care Services
 
8,126

 
1.6

 
4.9

 
8,266

 
1.7

 
5.0

Diagnostic Imaging Centers
 
14,247

 
2.8

 
8.6

 
14,191

 
2.9

 
8.5

Freestanding Ambulatory Surgical and Emergency Centers
 
2,950

 
0.6

 
1.8

 
2,976

 
0.6

 
1.8

General Medical and Surgical Hospitals
 
2,612

 
0.5

 
1.6

 
2,632

 
0.5

 
1.6

Home Health Care Services
 
16,627

 
3.2

 
10.0

 
16,236

 
3.3

 
9.7

Medical Laboratories
 
91

 

 
0.1

 
22

 

 

Offices of Physicians, Mental Health Specialists
 
20,047

 
3.9

 
12.0

 
19,945

 
4.0

 
12.0

Outpatient Mental Health and Substance Abuse Centers
 
11,609

 
2.3

 
7.0

 
4,000

 
0.8

 
2.4

Residential Intellectual and Developmental Disability Facilities
 
2,991

 
0.6

 
1.8

 
3,006

 
0.6

 
1.8

Information
 
 
 
 
 
 
 
 
 
 
 
 
Data Processing, Hosting, and Related Services
 
11,805

 
2.3

 
7.1

 
11,900

 
2.4

 
7.1

Internet Publishing and Broadcasting and Web Search Portals
 
1,969

 
0.4

 
1.2

 
1,992

 
0.4

 
1.2

Software Publishers
 
41,054

 
8.0

 
24.5

 
38,373

 
7.7

 
22.9

Television Broadcasting
 
1,997

 
0.4

 
1.2

 
1,997

 
0.4

 
1.1

Wired Telecommunications Carriers
 
1,972

 
0.4

 
1.2

 
1,980

 
0.4

 
1.2

Manufacturing
 
 
 
 
 
 
 
 
 
 
 
 
Commercial Printing (except Screen and Books)
 
4,778

 
0.9

 
2.9

 
4,591

 
0.9

 
2.8

Custom Compounding of Purchased Resins
 
15,405

 
3.0

 
9.2

 
16,408

 
3.3

 
9.8

Motor Vehicle Body Manufacturing
 
1,970

 
0.4

 
1.2

 
1,997

 
0.4

 
1.2

Other Aircraft Parts and Auxiliary Equipment Manufacturing
 
5,412

 
1.0

 
3.2

 
4,213

 
0.9

 
2.5

Other Commercial and Service Industry Machinery Manufacturing
 
2,229

 
0.4

 
1.3

 
2,262

 
0.5

 
1.4

Pharmaceutical and Medicine Manufacturing
 
853

 
0.2

 
0.5

 
853

 
0.2

 
0.5

Pharmaceutical Preparation Manufacturing
 
7,931

 
1.5

 
4.8

 
19,694

 
4.0

 
11.8

Plastics Plumbing Fixture Manufacturing
 
1,484

 
0.3

 
0.9

 
1,498

 
0.3

 
0.9

Pump and Pumping Equipment Manufacturing
 
1,501

 
0.3

 
0.9

 
1,607

 
0.3

 
1.0

Travel Trailer and Camper Manufacturing
 
10,520

 
2.0

 
6.3

 
8,717

 
1.7

 
5.2

Truck Trailer Manufacturing
 
6,990

 
1.4

 
4.2

 
6,690

 
1.4

 
4.0

Unlaminated Plastics Profile Shape Manufacturing
 
10,046

 
1.9

 
6.0

 
9,959

 
2.0

 
6.0

Other Services (except Public Administration)
 
 
 
 
 
 
 
 
 
 
 
 
Automotive Oil Change and Lubrication Shops
 
20,165

 
3.9

 
12.1

 
20,458

 
4.0

 
12.3

Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance
 
19,106

 
3.7

 
11.5

 
18,265

 
3.7

 
11.0


39

OFS Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

 
 
 
 
Percentage of Total
 
 
 
Percentage of Total
 
 
Amortized Cost
 
Amortized Cost
 
Net Assets
 
Fair Value
 
Fair Value
 
Net Assets
Communication Equipment Repair and Maintenance
 
4,493

 
0.9

 
2.7

 
4,512

 
0.9

 
2.7

Professional, Scientific, and Technical Services
 
 
 
 
 
 
 
 
 
 
 
 
Administrative Management and General Management Consulting Services
 
17,496

 
3.4

 
10.5

 
17,492

 
3.5

 
10.5

Advertising Agencies
 
1,987

 
0.4

 
1.2

 
2,001

 
0.4

 
1.2

All Other Professional, Scientific, and Technical Services
 
1,925

 
0.4

 
1.2

 
1,925

 
0.4

 
1.2

Other Accounting Services
 
1,698

 
0.3

 
1.0

 
2,250

 
0.5

 
1.4

Other Computer Related Services
 
18,242

 
3.5

 
10.9

 
18,353

 
3.7

 
11.0

Other Professional, Scientific, and Technical Services
 
500

 
0.1

 
0.3

 
1,490

 
0.3

 
0.9

Testing Laboratories
 
1,987

 
0.4

 
1.2

 
2,004

 
0.4

 
1.2

Public Administration
 
 
 
 
 
 
 
 
 
 
 
 
Other Justice, Public Order, and Safety Activities
 
9,846

 
1.9

 
5.9

 
407

 
0.1

 
0.2

Public Finance Activities
 
1,941

 
0.4

 
1.2

 
2,007

 
0.4

 
1.2

Real Estate and Rental and Leasing
 
 
 
 
 
 
 
 
 
 
 
 
Office Machinery and Equipment Rental and Leasing
 
13,698

 
2.7

 
8.2

 
14,342

 
2.9

 
8.6

Retail Trade
 
 
 
 
 
 
 
 
 
 
 
 
Cosmetics, Beauty Supplies, and Perfume Stores
 
6,419

 
1.2

 
3.9

 
6,363

 
1.3

 
3.8

Shoe Store
 
9,675

 
1.8

 
5.8

 
9,917

 
2.0

 
6.0

Sporting Goods Stores
 
1,921

 
0.4

 
1.2

 
1,983

 
0.4

 
1.2

Supermarkets and Other Grocery (except Convenience) Stores
 
1,081

 
0.2

 
0.6

 
1,094

 
0.2

 
0.7

All Other General Merchandise Stores
 
5,402

 
1.0

 
3.2

 
5,020

 
1.0

 
3.0

Transportation and Warehousing
 
 
 
 
 
 
 
 
 
 
 
 
General Warehousing and Storage
 
13,790

 
2.7

 
8.3

 
14,165

 
2.9

 
8.5

Taxi Service
 
1,990

 
0.4

 
1.2

 
1,990

 
0.4

 
1.2

Wholesale Trade
 
 
 
 
 
 
 
 
 
 
 
 
Business to Business Electronic Markets
 
3,920

 
0.8

 
2.4

 
3,960

 
0.8

 
2.4

Computer and Computer Peripheral Equipment and Software Merchant Wholesalers
 
3,955

 
0.8

 
2.4

 
3,976

 
0.8

 
2.4

Industrial Machinery and Equipment Merchant Wholesalers
 
9,700

 
1.9

 
5.8

 
9,662

 
2.0

 
5.8

Industrial Supplies Merchant Wholesalers
 
6,883

 
1.3

 
4.1

 
6,584

 
1.3

 
4.0

Motor Vehicle Parts (Used) Merchant Wholesalers
 
13,119

 
2.5

 
7.9

 
13,119

 
2.6

 
7.9

Other Grocery and Related Products Merchant Wholesalers
 
1,995

 
0.4

 
1.2

 
2,003

 
0.4

 
1.2

Sporting and Recreational Goods and Supplies Merchant Wholesalers
 
8,247

 
1.6

 
4.9

 
255

 
0.1

 
0.2

Stationery and Office Supplies Merchant Wholesalers
 
16,113

 
3.1

 
9.7

 
14,559

 
2.9

 
8.7


40

OFS Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

 
 
 
 
Percentage of Total
 
 
 
Percentage of Total
 
 
Amortized Cost
 
Amortized Cost
 
Net Assets
 
Fair Value
 
Fair Value
 
Net Assets
Total debt and equity investments
 
$
515,545

 
100.0
%
 
309.4
%
 
$
495,321

 
100.0
%
 
297.3
%
  Structured Finance Notes
 
23,126

 

 
14.0
%
 
21,610

 

 
12.9
%
Total investments
 
$
538,671

 
100.0
%
 
323.4
%
 
$
516,931

 
100.0
%
 
310.2
%
When there is reasonable doubt that principal, cash interest, or PIK interest will be collected, loan investments are placed on non-accrual status and the Company will generally cease recognizing cash interest, PIK interest, or Net Loan Fee amortization, as applicable. Interest accruals and Net Loan Fee amortization are resumed on non-accrual investments only when they are brought current with respect to principal, interest and when, in the judgment of management, the investments are estimated to be fully collectible as to all principal. The aggregate amortized cost and fair value of loans on non-accrual status with respect to all interest and Net Loan Fee amortization was $49,525 and $21,193, respectively, at June 30, 2020, and $22,249 and $662, respectively, at December 31, 2019.
On March 27, 2020, the Company's debt investment in Constellis Holdings, LLC was restructured pursuant to which, the Company converted its non-accrual debt investment for 20,628 common shares of equity. The cost and fair value of the common shares received were $703 and $703, respectively, as of March 31, 2020. The Company recognized a realized loss on the restructuring of $9,145 for the six months ended June 30, 2020, which was fully recognized as an unrealized loss as of December 31, 2019.
On January 31, 2019, Maverick Healthcare Equity, LLC was acquired in a purchase transaction. Proceeds from this transaction were insufficient to redeem the class of equity held by the Company. Accordingly, during the six months ended June 30, 2019, the Company recognized a net loss of $89, which is comprised of $900 realized loss net of $811 unrealized loss reversal.

Note 5. Fair Value of Financial Instruments
The Company’s investments are valued at fair value as determined by the Company's Board. These fair values are determined in accordance with a documented valuation policy and a consistently applied valuation process.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair values are determined with models or other valuation techniques, valuation inputs, and assumptions market participants would use in pricing an asset or liability. Valuation inputs are organized in a hierarchy that gives the highest priority to prices for identical assets or liabilities quoted in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of inputs in the fair value hierarchy are described below:
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.
Level 2: Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified term, a Level 2 input must be observable for substantially the full term of the asset or liability. Level 2 inputs include: (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in markets that are not active, (iii) inputs other than quoted prices that are observable for the asset or liability, and (iv) inputs that are derived principally from or corroborated by observable market data. 
Level 3: Unobservable inputs for the asset or liability, and situations where there is little, if any, market activity for the asset or liability at the measurement date.
The inputs into the determination of fair value are based upon the best information under the circumstances and may require significant judgment or estimation by management. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. The Company generally categorizes its investment portfolio into Level 2 and Level 3 of the hierarchy.
The Company assesses the levels of the investments at each measurement date, and transfers between levels are recognized on the measurement date. The Company observed significant declines in market liquidity due to the COVID-19 pandemic that

41

OFS Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

disqualified certain NBIP as Level 2 inputs. Senior securities with a fair value of $-0- and 2,915 were transfered from Level 2 to Level 3 during the three and six months ended June 30, 2020, respectively, while senior securities with a fair value of $4,256 and $-0- were transferred from Level 3 to Level 2 during the three and six months ended June 30, 2020, respectively. Senior securities with a fair value of $14,219 were transfered from Level 3 to Level 2 during the three and six months ended June 30, 2019.
Due to the inherent uncertainty of determining the fair value of Level 3 investments, the fair value of the investments may differ significantly from the values that would have been used had a ready market or observable inputs existed for such investments and may differ materially from the values that may ultimately be received or settled. Further, such investments are generally subject to legal and other restrictions, or otherwise are less liquid than publicly traded instruments. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, the Company might realize significantly less than the value at which such investment had previously been recorded. The Company’s investments are subject to market risk. Market risk is the potential for changes in the value due to market changes. Market risk is directly impacted by the volatility and liquidity in the markets in which the investments are traded.
The following tables presents the Company's investment portfolio measured at fair value on a recurring basis as of June 30, 2020 and December 31, 2019.
Security
 
Level 1
 
Level 2
 
Level 3
 
Fair Value at June 30, 2020
Debt investments
 
$

 
$
19,408

 
$
342,006

 
$
361,414

Equity investments
 

 

 
44,318

 
44,318

Structured Finance Notes
 

 

 
30,030

 
30,030

 
 
$

 
$
19,408

 
$
416,354

 
$
435,762

Security
 
Level 1
 
Level 2
 
Level 3
 
Fair Value at December 31, 2019
Debt investments
 
$

 
$
74,666

 
$
377,149

 
$
451,815

Equity investments
 

 

 
43,506

 
43,506

Structured Finance Notes
 

 

 
21,610

 
21,610

 
 
$

 
$
74,666

 
$
442,265

 
$
516,931


42

OFS Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

The following tables provide quantitative information about valuation techniques and the Company’s significant inputs to the Company’s Level 3 fair value measurements as of June 30, 2020 and December 31, 2019. In addition to the techniques and inputs noted in the tables below, according to the Company’s valuation policy, the Company may also use other valuation techniques and methodologies when determining the Company’s fair value measurements. The table below provides information on the significant Level 3 inputs as they relate to the Company’s fair value measurements.
 
Fair Value at June 30, 2020
 
Valuation technique
 
Unobservable inputs
 
Range
(Weighted average)
Debt investments:
 
 
 
 
 
 
 
Senior secured
$
268,196


Discounted cash flow

Discount rates

6.69% - 24.01% (11.31%)
Senior secured
25,138

 
Market approach
 
EBITDA multiples
 
7.75x - 9.00x (7.91x)
Senior secured
12,917

 
Market approach
 
Revenue multiples
 
2.00x - 2.00x (1.60x)
Subordinated
28,631


Discounted cash flow

Discount rates

6.88% - 23.51% (18.24%)
Subordinated
7,124


Market approach

EBITDA multiples

7.82x - 7.82x (7.82x)
Subordinated

 
Market approach
 
Revenue multiples
 
0.10x - 0.15x (0.25x)









Structured Finance Notes(3):








Subordinated notes
29,240


Discounted cash flow

Discount rates

18.50% - 25.00% (21.34%)
 
 
 
 
 
Constant Default Rate(1)

2.00% - 2.00% (2.00%)
 
 
 
 
 
Constant Default Rate(2)
 
3.00% - 3.00% (3.00%)
 
 
 
 
 
Recovery Rate

60.00% - 60.00% (60.00%)
 
 
 
 
 
 
 
 
Mezzanine debt
790


Discounted cash flow

Discount rates

9.25% - 9.50% (9.47%)
 
 
 
 
 
Constant Default Rate(1)
 
2.00% - 2.00% (2.00%)
 
 
 
 
 
Constant Default Rate(2)
 
3.00% - 3.00% (3.00%)
 
 
 
 
 
Recovery Rate
 
60.00% - 60.00% (60.00%)
 
 
 
 
 
 
 
 
Equity investments:








Preferred equity
9,582


Market approach

EBITDA multiples

6.50x - 15.00x (7.16x)
Preferred equity
706


Market approach

Revenue multiples

0.15x - 0.75x (0.75x)
Preferred equity
1,469

 
Market approach
 
Recurring monthly revenue
 
38.00x - 38.00x (38.00x)
Common equity, warrants and other
32,361


Market approach

EBITDA multiples

3.25x - 15.00x (8.61x)
Common equity, warrants and other
200

 
Market approach
 
Revenue multiples
 
0.15x - 4.00x (1.03x)
Common equity, warrants and other

 
Market approach
 
Recurring monthly revenue
 
38.00x - 38.00x (38.00x)
 
$
416,354

 
 
 
 
 
 
(1) Constant default rates for the next eighteen months.
(2) Constant default rates for the twelve months following the next eighteen months.
(3) The cash flows utilized in the discounted cash flow calculations assume liquidation at current market prices and redeployment of proceeds on all assets currently in default and all assets below specified fair value thresholds.


43

OFS Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

 
Fair Value at December 31, 2019
 
Valuation technique
 
Unobservable inputs
 
Range
(Weighted average)
Debt investments:
 
 
 
 
 
 
 
 Senior secured
$
295,835

 
Discounted cash flow
 
Discount rates
 
5.64% - 17.42% (11.17%)
 Senior secured
15,031

 
Market approach
 
EBITDA multiples
 
8.09x - 13.22x (13.08x)
 Senior secured
23,193

 
Market approach
 
Transaction Price
 
 
 Subordinated
35,371

 
Discounted cash flow
 
Discount rates
 
6.38% - 18.86% (14.32%)
 Subordinated
7,464

 
Market approach
 
EBITDA multiples
 
4.75x - 6.35x (6.35x)
 Subordinated
255

 
Market approach
 
Revenue multiple
 
 
 
 
 
 
 
 
 
 
Structured Finance Notes:
 
 
 
 
 
 
 
 Subordinated Notes(2)
21,610

 
Discounted cash flow
 
Discount rates
 
14.50% - 19.50% (17.16%)
 
 
 
 
 
Constant default rate(1)
 
1.26% - 1.40% (1.33%)
 
 
 
 
 
Recovery rate
 
69.30% - 70.00% (69.70%)
 
 
 
 
 
 
 
 
Equity investments:
 
 
 
 
 
 
 
 Preferred equity
13,185

 
Market approach
 
EBITDA multiples
 
6.25x - 13.22x (4.96x)
 Preferred equity
2,424

 
Market approach
 
Revenue multiples
 
0.23x - 9.58x (9.58x)
 Preferred equity
2,120

 
Market approach
 
Recurring monthly revenue
 
40.00x - 40.00x (40.00x)
 Common equity, warrants and other
22,788

 
Market approach
 
EBITDA multiples
 
4.50x - 13.22x (13.03x)
 Common equity, warrants and other
1,489

 
Market approach
 
Revenue multiples
 
0.23x - 7.00x (7.00x)
 Common equity, warrants and other
1,500

 
Transaction Price
 
 
 
 
 
$
442,265

 
 
 
 
 
 
(1) Constant default rates for the next twelve months.
(2) The cash flows utilized in the discounted cash flow calculations assume liquidation at current market prices and redeployment of proceeds on all assets currently in default and all assets below specified fair value thresholds.
Averages in the preceding two tables were weighted by the fair value of the related instruments.
Changes in market credit spreads or events impacting the credit quality of the underlying portfolio company (both of which could impact the discount rate), as well as changes in EBITDA and/or EBITDA multiples, among other things, could have a significant impact on fair values, with the fair value of a particular debt investment susceptible to change in inverse relation to the changes in the discount rate. Changes in EBITDA and/or EBITDA multiples, as well as changes in the discount rate, could have a significant impact on fair values, with the fair value of an equity investment susceptible to change in tandem with the changes in EBITDA and/or EBITDA multiples, and in inverse relation to changes in the discount rate. Due to the wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful.

44

OFS Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

The following tables present changes in investments measured at fair value using Level 3 inputs for the six months ended June 30, 2020 and June 30, 2019.
 
Six Months Ended June 30, 2020
 
Senior
Secured Debt
Investments
 
Subordinated
Debt
Investments
 
Preferred Equity
 
Common Equity, Warrants and Other
 
Structured Finance Notes
 
Total
Level 3 assets, January 1, 2020
$
334,059

 
$
43,090

 
$
17,729

 
$
25,777

 
$
21,610

 
$
442,265

 
 
 
 
 
 
 
 
 
 
 
 
Net realized loss on investments
(9,217
)
 

 

 

 

 
(9,217
)
Net unrealized appreciation (depreciation) on investments
(10,855
)
 
(7,590
)
 
(2,668
)
 
5,986

 
(3,707
)
 
(18,834
)
Amortization of Net Loan Fees
642

 

 

 

 

 
642

Accretion of interest income on structured-finance notes

 

 

 

 
2,626

 
2,626

Capitalized PIK interest and dividends
586

 
255

 
341

 

 

 
1,182

Purchase and origination of portfolio investments
48,678

 

 

 
95

 
12,791

 
61,564

Proceeds from principal payments on portfolio investments
(50,158
)
 

 

 

 

 
(50,158
)
Sale and redemption of portfolio investments
(9,696
)
 

 
(3,645
)
 

 

 
(13,341
)
Proceeds from distributions received from portfolio investments

 

 

 

 
(3,290
)
 
(3,290
)
Conversion from debt investment to equity investment (Note 4)
(703
)
 

 

 
703

 

 

Transfers in to Level 3
2,915

 

 

 

 

 
2,915

 
 
 
 
 
 
 
 
 
 
 
 
Level 3 assets, June 30, 2020
$
306,251


$
35,755


$
11,757


$
32,561


$
30,030


$
416,354


45

OFS Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

 
Six Months Ended June 30, 2019
 
Senior
Secured Debt
Investments
 
Subordinated
Debt
Investments
 
Preferred Equity
 
Common Equity, Warrants and Other
 
Structured Finance Notes
 
Total
Level 3 assets, January 1, 2019
$
319,017

 
$
44,540

 
$
14,613

 
$
18,627

 
$

 
$
396,797

 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain (loss) on investments
6

 

 
(900
)
 

 

 
(894
)
Net unrealized appreciation (depreciation) on investments
(3,570
)
 
212

 
(512
)
 
2,334

 
210

 
(1,326
)
Amortization of Net Loan Fees
590

 
43

 

 

 

 
633

Accretion of interest income on structured-finance notes

 

 

 

 
1,096

 
1,096

Capitalized PIK interest and dividends
162

 
180

 
433

 

 

 
775

Purchase and origination of portfolio investments
64,551

 

 
2,309

 
1,813

 
20,921

 
89,594

Proceeds from principal payments on portfolio investments
(9,266
)
 

 

 

 

 
(9,266
)
Sale and redemption of portfolio investments
(30,316
)
 

 

 

 

 
(30,316
)
Proceeds from distributions received from portfolio investments

 

 

 

 
(1,157
)
 
(1,157
)
Transfers out of Level 3
(14,219
)
 

 

 

 

 
(14,219
)
 
 
 
 
 
 
 
 
 
 
 
 
Level 3 assets, June 30, 2019
$
326,955

 
$
44,975

 
$
15,943

 
$
22,774

 
$
21,070

 
$
431,717

The net unrealized appreciation (depreciation) reported in the Company’s consolidated statements of operations for the six months ended June 30, 2020 and 2019, attributable to the Company’s assets still held at those respective period ends was as follows:
 
Six Months Ended June 30,
 
2020
 
2019
Senior secured debt investments
$
(22,112
)
 
$
(3,792
)
Subordinated debt investments
(7,590
)
 
212

Preferred equity
(2,666
)
 
(1,323
)
Common equity, warrants and other
5,986

 
2,334

Structured Finance Notes
(3,707
)
 
210

Net unrealized depreciation on investments held
$
(30,089
)
 
$
(2,359
)


46

OFS Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

Other Financial Assets and Liabilities
GAAP requires disclosure of the fair value of financial instruments for which it is practical to estimate such value. The Company believes that the carrying amounts of its other financial instruments such as cash, receivables and payables approximate the fair value of such items due to the short maturity of such instruments. The PWB Credit Facility and BNP Facility are variable rate instruments and fair value is approximately book value.
The following tables present the fair value measurements of the Company's debt and indicate the fair value hierarchy of the significant unobservable inputs utilized by the Company to determine such fair values as of June 30, 2020 and December 31, 2019:
 
June 30, 2020
Description
Level 1
 
Level 2
 
Level 3 (1)
 
Total
PWB Credit Facility
$

 
$

 
$
21,100

 
$
21,100

BNP Facility

 

 
30,650

 
30,650

Unsecured Notes Due April 2025
45,800

 

 

 
45,800

Unsecured Notes Due October 2025
45,614

 

 

 
45,614

Unsecured Notes Due October 2026
47,806

 

 

 
47,806

SBA-guaranteed debentures

 

 
141,135

 
141,135

Total debt, at fair value
$
139,220

 
$

 
$
192,885

 
$
332,105

 
December 31, 2019
Description
Level 1
 
Level 2
 
Level 3 (1)
 
Total
PWB Credit Facility
$

 
$

 
$

 
$

BNP Facility

 

 
56,450

 
56,450

Unsecured Notes Due April 2025
50,600

 

 

 
50,600

Unsecured Notes Due October 2025
49,282

 

 

 
49,282

Unsecured Notes Due October 2026
54,282

 

 

 
54,282

SBA-guaranteed debentures

 

 
155,562

 
155,562

Total debt, at fair value
$
154,164

 
$

 
$
212,012

 
$
366,176

(1) For Level 3 measurements, fair value is estimated by discounting remaining payments at current market rates for similar instruments at the measurement date and considering such factors as the legal maturity date.
The following are the carrying values and fair values of the Company’s debt as of June 30, 2020 and December 31, 2019:
 
As of June 30, 2020
 
As of December 31, 2019
Description
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
PWB Credit Facility
$
21,100

 
$
21,100

 
$

 
$

BNP Facility
30,650

 
30,650

 
56,450

 
56,450

Unsecured Notes Due April 2025
48,762

 
45,800

 
48,634

 
50,600

Unsecured Notes Due October 2025
47,215

 
45,614

 
47,093

 
49,282

Unsecured Notes Due October 2026
52,470

 
47,806

 
52,325

 
54,282

SBA-guaranteed debentures
132,203

 
141,135

 
147,976

 
155,562

Total debt, at fair value
$
332,400

 
$
332,105

 
$
352,478

 
$
366,176



47

OFS Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

Note 6. Commitments and Contingencies
The Company has the following unfunded commitments to portfolio companies as of June 30, 2020:
Name of Portfolio Company
 
Investment Type
 
Commitment
Carolina Lubes, Inc.

Senior Secured Loan (Revolver)

$
2,920

Inergex Holdings, LLC

Senior Secured Loan (Revolver)

1,406

 
 
 
 
$
4,326

From time to time, the Company is involved in legal proceedings in the normal course of its business. Although the outcome of such litigation cannot be predicted with any certainty, management is of the opinion, based on the advice of legal counsel, that final disposition of any litigation should not have a material adverse effect on the financial position of the Company as of June 30, 2020.
Additionally, the Company is subject to periodic inspection by regulators to assess compliance with applicable BDC regulations and the SBIC I LP is subject to periodic inspections by the SBA.
In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties that provide for general indemnification. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not occurred. The Company believes the risk of any material obligation under these indemnifications to be low.
Note 7. Borrowings
SBA Debentures: The SBA debentures issued by SBIC I LP and other SBA regulations generally restrict assets held by SBIC I LP. On a stand-alone basis, SBIC I LP held $236,907 and $249,576 in assets at June 30, 2020, and December 31, 2019, respectively, which accounted for approximately 50% and 49% of the Company’s total consolidated assets, respectively. The average dollar amount of borrowings outstanding during the six months ended June 30, 2020 and 2019, were $139,081 and $149,880, respectively. These assets can not be pledged under any debt obligation of the Company.
On March 1, 2020, SBIC I LP prepaid $16,110 of SBA debentures that were contractually due September 1, 2023, March 1, 2024 and September 1, 2024. The Company recognized a loss on extinguishment of debt of $149 related to the charge-off of deferred borrowing costs on the prepaid debentures. As of June 30, 2020, SBIC I LP had outstanding SBA debentures of $133,770.
BNP Facility: OFSCC-FS has up to $150,000 of available credit under the BNP Facility maturing on June 20, 2024, of which $30,650 was drawn as of June 30, 2020. The effective interest rate on the BNP Facility was 5.55% at June 30, 2020. The average dollar amount of borrowings outstanding during the six months ended June 30, 2020 and 2019, were $49,688 and $-0-, respectively. Borrowings under the BNP Facility are secured by substantially all of the assets held by OFSCC-FS, which were $58,057, or 12%, of the Company's total consolidated assets at June 30, 2020. The unused commitment under the BNP Facility was $119,350 as of June 30, 2020.
PWB Credit Facility: The Company has up to $100,000 of available credit under its PWB Credit Facility maturing February 28, 2021, of which $21,100 was drawn as of June 30, 2020. The average dollar amount of borrowings outstanding during the six months ended June 30, 2020 and 2019, were $23,248 and $28,932, respectively. The effective interest rate on the PWB Credit Facility was 5.64% at June 30, 2020. As of June 30, 2020, the Company had an unused commitment under the PWB Credit Facility of $78,900, subject to a borrowing base and other covenants.
On June 26, 2020, the BLA was amended to, among other things: (i) reduce the Minimum Tangible Net Asset Value (as defined in the Secured Revolver Amendment) covenant from $125.0 million to $100.0 million; (ii) reduce the Minimum Quarterly Net Investment Income (as defined in the Secured Revolver Amendment) covenant from $3.0 million to $2.0 million; (iii) increase the Debt/Worth Ratio (as defined in the Secured Revolver Amendment) covenant from 300% to 350%; and (iv) add a new covenant commencing on June 30, 2020 restricting net losses (defined as income after adjustments to the investment portfolio for gains and losses, realized and unrealized, also shown as net increase (decrease) in net assets resulting from operations) in more than two quarters during the prior four quarters then ended.
On July 29, 2020, the Company executed an amendment to its BLA with Pacific Western Bank in order to reduce the total commitment under the PWB Credit Facility from $100,000 to $50,000.

48

OFS Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

Unsecured NotesAs of June 30, 2020, the Company had Unsecured Notes with an aggregate outstanding principal of $152,850. The average dollar amount of borrowings outstanding during the six months ended June 30, 2020 and 2019, were $152,850 and $98,525, respectively. The weighted effective interest rate on the Unsecured Notes was 6.78% at June 30, 2020.
The Unsecured Notes are direct unsecured obligations and rank equal in right of payment with all current and future unsecured indebtedness of the Company. Because the Unsecured Notes are not secured by any of the Company's assets, they are effectively subordinated to all existing and future secured unsubordinated indebtedness (or any indebtedness that is initially unsecured as to which the Company subsequently grants a security interest), to the extent of the value of the assets securing such indebtedness, including, without limitation, borrowings under the PWB Credit Facility.
Interest expense for the three and six months ended June 30, 2020 and 2019 on the Company's outstanding borrowings is presented below:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
2020
 
2019
SBA Debentures
$
1,114


$
1,280


$
2,338


$
2,548

PWB Credit Facility
702


633


991


1,094

Unsecured Notes Due April 2025
860


860


1,721


1,720

Unsecured Notes Due October 2025
850


866


1,700


1,732

Unsecured Notes Due October 2026
880

 

 
1,784

 

BNP Facility
525


6


1,319


6

Total interest expense
$
4,931


$
3,645


$
9,853


$
7,100

 
 
 
 
 
 
 
 
Average dollar borrowings
$
359,640

 
$
282,608

 
$
364,867

 
$
277,337

Weighted average interest rate
5.26
%
 
4.98
%
 
5.23
%
 
4.96
%
Interest expense includes the stated interest on the outstanding balance, commitment fees on undrawn amounts, and the amortization of deferred financing costs.
Note 8. Federal Income Tax
The Company has elected to be taxed as a RIC under Subchapter M of the Code. The determination of the tax attributes of the Company's distributions is made annually as of the end of its fiscal year based on its ICTI and distributions for the full year.
The Company records reclassifications to its capital accounts for permanent and temporary differences between the GAAP and tax treatment of components of income and the bases of assets and liabilities.
The tax-basis cost of investments and associated tax-basis gross unrealized appreciation (depreciation) inherent in the fair value of investments as of June 30, 2020 and December 31, 2019, were as follows:
 
June 30, 2020
 
December 31, 2019
Tax-basis amortized cost of investments
$
474,836

 
$
531,781

Tax-basis gross unrealized appreciation on investments
29,961

 
24,326

Tax-basis gross unrealized depreciation on investments
(69,035
)
 
(39,176
)
Tax-basis net unrealized depreciation on investments
(39,074
)
 
(14,850
)
Fair value of investments
$
435,762

 
$
516,931

For further information, see the Company's Annual Report on Form 10-K for the year ended December 31, 2019.

49

OFS Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

Note 9. Financial Highlights
The following is a schedule of financial highlights for the three and six months ended June 30, 2020 and 2019:
 
Three Months Ended June 30,
 
Six Months Ended
June 30,
 
2020

2019
 
2020

2019
Per share operating performance:
 
 
 
 
 
 
 
Net asset value per share at beginning of period
$
9.71

 
$
13.04

 
$
12.46

 
$
13.10

Net investment income (4)
0.19

 
0.36

 
0.49

 
0.73

Net realized loss on non-control/non-affiliate investments (4)
(0.08
)

(0.01
)

(0.75
)

(0.07
)
Loss on extinguishment of debt (4)

 

 
(0.01
)
 

Net unrealized appreciation (depreciation) on non-control/non-affiliate investments (4)
0.52


(0.27
)

(1.17
)

(0.22
)
Net unrealized appreciation (depreciation) on affiliate investments (4)
(0.07
)

0.12


(0.28
)

0.04

Net unrealized appreciation (depreciation) on control investment (4)
0.01


0.05


(0.11
)

0.05

   Total from investment operations
0.57

 
0.25

 
(1.83
)
 
0.53

Distributions
(0.17
)
 
(0.34
)
 
$
(0.51
)
 
(0.68
)
Issuance of common stock (9)
(0.01
)
 

 
$
(0.02
)
 

Net asset value per share at end of period
$
10.10


$
12.95


$
10.10


$
12.95

 
 
 
 
 
 
 
 
Per share market value, end of period
$
4.52

 
$
12.00

 
$
4.52

 
$
12.00

Total return based on market value (1)(10)
15.2
%
 
5.0
%
 
(54.5
)%
 
19.8
%
Total return based on net asset value (2)(10)
7.9
%
 
2.1
%
 
(8.9
)%
 
4.6
%
Shares outstanding at end of period
13,399,694

 
13,366,461

 
13,399,694

 
13,366,461

Weighted average shares outstanding
13,392,608

 
13,361,193

 
13,384,808

 
13,359,338

Ratio/Supplemental Data (in thousands except ratios)


 


 


 


Average net asset value (3)
$
132,690

 
$
173,708

 
$
144,002

 
$
174,146

Net asset value at end of period
$
135,397

 
$
173,132

 
$
135,397

 
$
173,132

Net investment income
$
2,607

 
$
4,860

 
$
6,579

 
$
9,688

Ratio of total expenses, net to average net assets (5)(7)
25.2
%
 
18.5
%
 
24.0
 %
 
17.9
%
Ratio of net investment income to average net assets (5)(8)
7.9
%
 
11.2
%
 
9.1
 %
 
11.1
%
Portfolio turnover (6)
1.6
%
 
4.0
%
 
15.0
 %
 
9.3
%
(1)
Calculated as ending market value less beginning market value, adjusted for distributions reinvested at prices based on the Company’s dividend reinvestment plan for the respective distributions.
(2)
Calculated as ending net asset value less beginning net asset value, adjusted for distributions reinvested at the Company’s dividend reinvestment plan for the respective distributions.
(3)
Based on the average of the net asset value at the beginning of the indicated period and the preceding calendar quarter.
(4)
Calculated on the average share method.
(5)
Annualized.
(6)
Portfolio turnover rate is calculated using the lesser of period-to-date sales and principal payments or period-to-date purchases over the average of the invested assets at fair value.
(7)
Ratio of total expenses before incentive fee waiver to average net assets was 24.6% for the six months ended June 30, 2020.
(8)
Ratio of net investment income before incentive fee waiver to average net assets was 8.5% for the six months ended June 30, 2020.
(9)
Common stock issued through DRIP.
(10)
Not annualized.


50

OFS Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

Note 10. Capital Transactions
Distributions: The Company intends to distribute to stockholders, on a quarterly basis, substantially all of its net investment income. In addition, although the Company intends to distribute at least annually net realized capital gains, net of taxes if any, out of assets legally available for such distribution, the Company may also retain such capital gains for investment through a deemed distribution.
The Company may be limited in its ability to make distributions due to the BDC asset coverage requirements of the 1940 Act. The Company’s ability to make distributions may be affected by SBIC I LP's distributions to the Company, which are governed by SBA regulations and currently require the prior approval of the SBA. In addition, distributions from OFSCC-FS to the Company are restricted by the terms and conditions of the BNP Facility. Net assets of SBIC I LP were $103,215, and consolidated cash at June 30, 2020 includes $22,710 held by SBIC I LP, of which $1,648 was available for distribution to the Company. Net Assets of OFSCC-FS were $26,293, and consolidated cash at June 30, 2020 includes $780 held by OFSCC-FS, of which $-0- was available for distribution to the Company.
The following table summarizes distributions declared and paid for the six months ended June 30, 2020 and 2019:
Date Declared
 
Record Date
 
Payment Date
 
Amount
Per Share
 
Cash
Distribution
 
DRIP Shares
Issued
 
DRIP Shares
Value
Six Months Ended June 30, 2019
 
 
 
 
 
 
 
 
 
 
March 5, 2019
 
March 22, 2019
 
March 29, 2019
 
$
0.34

 
$
4,497

 
3,797

 
$
45

April 30, 2019
 
June 21, 2019
 
June 28, 2019
 
0.34

 
4,479

 
5,327

 
64

 
 
 
 
 
 
$
0.68

 
$
8,976

 
$
9,124


$
109

Six Months Ended June 30, 2020
 
 
 
 
 
 
 
 
 
 
March 11, 2020
 
March 24, 2020
 
March 31, 2020
 
$
0.34

 
$
4,484

 
15,693

 
$
64

May 4, 2020

June 23, 2020

June 30, 2020

0.17


2,244


7,165


32

 
 
 
 
 
 
$
0.51

 
$
6,728

 
$
22,858

 
$
96

Distributions in excess of the Company’s current and accumulated ICTI would be treated first as a return of capital to the extent of the stockholder’s adjusted tax basis, and any remaining distributions would be treated as a capital gain. The determination of the tax attributes of the Company’s distributions is made annually as of the end of its fiscal year based upon its 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 the Company’s distributions for a full year. Each year, a statement on Form 1099-DIV identifying the tax character of distributions is mailed to the Company’s stockholders.
Stock repurchase program:
The Company maintains a Stock Repurchase Program under which the Company may acquire up to $10.0 million of its outstanding common stock. No shares of common stock were repurchased under the Stock Repurchase Program during the six months ended June 30, 2020 and 2019, respectively.
On May 4, 2020, the Board extended the Stock Repurchase Program for an additional two-year period ending May 22, 2022, or until the approved dollar amount has been used to repurchase shares.

51

OFS Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

Note 11. Consolidated Schedule of Investments In and Advances To Affiliates
 
 
 
 
Period Ended June 30, 2020
 
 
 
 
 
 
 
 
Name of Portfolio Company
 
Investment Type (1)
 
Net Realized Gain (Loss)
 
Net change in unrealized appreciation/(depreciation)
 
Interest & PIK Interest
 
Dividends
 
Fees
 
Total Income (2)
 
December 31, 2019, Fair Value
 
Gross
Additions (3)
 
Gross
Reductions (4)
 
June 30, 2020, Fair Value (5)
Control Investment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
MTE Holding Corp.
 
Subordinated Loan
 
$

 
$
(248
)
 
$
592

 
$

 
$
6

 
$
598

 
$
7,464

 
$
194

 
$
(248
)
 
$
7,410

 
 
Common Equity
 

 
(1,253
)
 

 

 

 

 
1,253

 

 
(1,253
)
 

 
 
 
 

 
(1,501
)
 
592

 

 
6

 
598

 
8,717

 
194

 
(1,501
)
 
7,410

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Control Investment
 
 
 

 
(1,501
)
 
592

 

 
6

 
598

 
8,717

 
194

 
(1,501
)
 
7,410

Affiliate Investments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3rd Rock Gaming Holdings, LLC
 
Senior Secured Loan
 

 
(7,000
)
 
578

 

 

 
578

 
20,099

 
67

 
(7,250
)
 
12,916

 
 
Common Equity (6)
 

 
(1,044
)
 

 

 

 

 
1,044

 

 
(1,044
)
 

 
 
 
 

 
(8,044
)
 
578

 

 

 
578

 
21,143

 
67

 
(8,294
)
 
12,916

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Chemical Resources Holdings, Inc.
 
Senior Secured Loan
 

 
(306
)
 
684

 

 

 
684

 
13,746

 
19

 
(306
)
 
13,459

 
 
Common Equity (6)
 

 
(551
)
 

 

 

 

 
2,662

 

 
(551
)
 
2,111

 
 
 
 

 
(857
)
 
684

 

 

 
684

 
16,408

 
19

 
(857
)
 
15,570

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contract Datascan Holdings, Inc.
 
Subordinated Loan
 

 
(453
)
 
530

 

 

 
530

 
8,000

 
10

 
(453
)
 
7,557

 
 
Preferred Equity (7)
 

 
(3,348
)
 
250

 

 

 
250

 
5,671

 
249

 
(3,348
)
 
2,572

 
 
Common Equity (6)
 

 
(620
)
 

 

 

 

 
671

 

 
(620
)
 
51

 
 
 
 

 
(4,421
)
 
780

 

 

 
780

 
14,342

 
259

 
(4,421
)
 
10,180

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DRS Imaging Services, LLC
 
Senior Secured Loan
 

 
(167
)
 
603

 

 

 
603

 
10,569

 
11

 
(244
)
 
10,336

 
 
Common Equity (6)
 

 
25

 

 

 

 

 
1,331

 
25

 

 
1,356

 
 
 
 

 
(142
)
 
603

 

 

 
603

 
11,900

 
36

 
(244
)
 
11,692

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Master Cutlery, LLC
 
Subordinated Loan (6)
 

 
(255
)
 

 

 

 

 
255

 

 
(255
)
 

 
 
Preferred Equity (6)
 

 

 

 

 

 

 

 

 

 

 
 
Common Equity (6)
 

 

 

 

 

 

 

 

 

 

 
 
 
 

 
(255
)
 

 

 

 

 
255

 

 
(255
)
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NeoSystems Corp.
 
Preferred Equity (7)
 

 
(87
)
 
87

 

 

 
87

 
2,250

 
87

 
(87
)
 
2,250

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

52

OFS Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

 
 
 
 
Period Ended June 30, 2020
 
 
 
 
 
 
 
 
Name of Portfolio Company
 
Investment Type (1)
 
Net Realized Gain (Loss)
 
Net change in unrealized appreciation/(depreciation)
 
Interest & PIK Interest
 
Dividends
 
Fees
 
Total Income (2)
 
December 31, 2019, Fair Value
 
Gross
Additions (3)
 
Gross
Reductions (4)
 
June 30, 2020, Fair Value (5)
Pfanstiehl Holdings, Inc
 
Subordinated Loan
 
$

 
$
19

 
$
177

 
$

 
$

 
$
177

 
$
3,788

 
$
21

 
$
(21
)
 
$
3,788

 
 
Common Equity
 

 
12,072

 

 
100

 

 
100

 
11,979

 
12,072

 

 
24,051

 
 
 
 

 
12,091

 
177

 
100

 

 
277

 
15,767

 
12,093

 
(21
)
 
27,839

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Professional Pipe Holdings, LLC
 
Senior Secured Loan
 

 
(584
)
 
431

 


 


 
431

 
7,170

 
68

 
(584
)
 
6,654

 
 
Common Equity (6)
 

 
(1,263
)
 

 

 

 

 
2,413

 

 
(1,263
)
 
1,150

 
 
 
 

 
(1,847
)
 
431

 

 

 
431

 
9,583

 
68

 
(1,847
)
 
7,804

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TalentSmart Holdings, LLC
 
Senior Secured Loan
 


(1,289
)

445






445


9,833


19


(1,414
)

8,438

 
 
Senior Secured Loan (Revolver)
 


(66
)

21






21


242


251


(66
)

427

 
 
Common Equity (6)
 


(755
)









1,500


95


(755
)

840

 
 
 
 


(2,110
)

466






466


11,575


365


(2,235
)

9,705

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TRS Services, Inc.
 
Senior Term Loan
 

 
(8
)
 
81

 

 
7

 
88

 
14,623

 
9

 
(14,632
)
 

 
 
Preferred Equity (Class AA units) (7)
 

 
(2
)
 
6

 

 

 
6

 
547

 
5

 
(552
)
 

 
 
Preferred Equity (Class A units) (6)
 

 
706

 

 

 

 

 
3,095

 
706

 
(3,095
)
 
706

 
 
Common Equity (6)
 

 

 

 

 

 

 

 

 

 

 
 
 
 

 
696

 
87

 

 
7

 
94

 
18,265

 
720

 
(18,279
)
 
706

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TTG Healthcare, LLC
 
Senior Secured Loan
 

 
108

 
653

 

 
6

 
659

 
11,767

 
130

 

 
11,897

 
 
Preferred Equity (6)
 

 
1,064

 

 

 

 

 
2,424

 
1,064

 

 
3,488

 
 
 
 

 
1,172

 
653

 

 
6

 
659

 
14,191

 
1,194

 

 
15,385

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Affiliate Investments
 
 
 

 
(3,804
)
 
4,546

 
100

 
13

 
4,659

 
135,679

 
14,908

 
(36,540
)
 
114,047

Total Control and Affiliate Investments
 
 
 
$

 
$
(5,305
)
 
$
5,138

 
$
100

 
$
19

 
$
5,257

 
$
144,396

 
$
15,102

 
$
(38,041
)
 
$
121,457

(1)
Principal balance of debt investments and ownership detail for equity investments are shown in the consolidated schedule of investments. The Company's investments are generally classified as "restricted securities" as such term is defined under Regulation S-X Rule 6-03(f) or Securities Act Rule 144.

53

OFS Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

(2)
Represents the total amount of interest, fees or dividends included in income for the six months ended June 30, 2020, that an investment was included in Control or Affiliate Investment categories, respectively.
(3)
Gross additions include increases in cost basis resulting from a new portfolio investment, PIK interest, fees and dividends, accretion of OID, and net increases in unrealized net appreciation or decreases in net unrealized depreciation.
(4)
Gross reductions include decreases in the cost basis of investments resulting from principal repayments and sales, if any, and net decreases in net unrealized appreciation or net increases in unrealized depreciation.
(5)
Fair value was determined using significant unobservable inputs. See Note 5 for further details.
(6)
Non-income producing.
(7)
Dividends credited to income include dividends contractually earned but not declared.

54

OFS Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

Note 12. Subsequent Events Not Disclosed Elsewhere
On July 28, 2020, the Board declared a distribution of $0.17 per share for the third quarter of 2020, payable on September 30, 2020 to stockholders of record as of September 23, 2020.
COVID-19
The Company evaluated events subsequent to June 30, 2020 through July 30, 2020. On March 11, 2020, the World Health Organization declared the novel coronavirus as a pandemic, and on March 13, 2020 the United States declared a national emergency with respect to the COVID-19 pandemic. The outbreak of the COVID-19 pandemic has severely impacted global economic activity and caused significant volatility and negative pressure in financial markets. The global impact of the outbreak has been rapidly evolving and many countries, including the United States, have reacted by instituting quarantines, mandating business and school closures and restricting travel. Such actions have created, and continue to create, disruption in global supply chains and adversely impact a number of industries. The outbreak could have a continued adverse impact on economic and market conditions on a global scale. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of the COVID-19 pandemic. Nevertheless, the ongoing COVID-19 pandemic presents material uncertainty and risks with respect to the underlying value of the Company’s portfolio companies, the Company’s business, financial condition, results of operations and cash flows, such as the potential negative impact to financing arrangements, increased costs of operations, changes in law and/or regulation, and uncertainty regarding government and regulatory policy. Further, the operational and financial performance of the portfolio companies in which the Company makes investments have been, and may continue to be, significantly impacted by the COVID-19 pandemic, which in turn has, and may continue to have, an impact on the valuation of the Company’s investments.
Accordingly, the Company cannot predict the extent to which its business, financial condition, results of operations and cash flows will be affected at this time. The potential impact to the Company’s results will depend to a large extent on future developments and new information that may emerge regarding the duration and severity of the COVID-19 pandemic and the actions taken by authorities and other entities to contain the coronavirus or treat its impact, all of which are beyond the Company’s control.


55



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes thereto contained elsewhere in this Quarterly Report on Form 10-Q. For additional overview information on the Company, see "Item 1. Business" in our Annual Report on Form 10-K for the year ended December 31, 2019.
Overview
Key performance metrics are presented below:
 
 
June 30, 2020
 
December 31, 2019
Net asset value per common share
 
$
10.10

 
$
12.46

 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2020
 
2019
 
2020
 
2019
Net investment income per common share
 
$
0.19

 
$
0.36

 
$
0.49


$
0.73

Net increase (decrease) in net assets resulting from operations per common share
 
0.57

 
0.25

 
(1.83
)

0.53

Distributions paid per common share
 
0.17

 
0.34

 
0.51


0.68

Net investment income per share declined $0.17 from the corresponding quarter in the prior year primarily due to an approximately $0.24 decline in net interest margin—total interest income less interest expense—per share. Weighted average yield on debt and Structured Finance Notes for the three months ended June 30, 2020, declined to 9.01% from 11.10% in the second quarter ending June 30, 2019, due to the Company's continuing shift to lower-yielding, first lien senior secured loans of larger borrowers, and well as the placement of our loans to Online Tech Stores, LLC and 3rd Rock Gaming Holding, LLC, with an aggregate cost of $37.1 million, on non-accrual status during the six months ended June 30, 2020. These factors adversely impacted the weighted-average yield by 1.1% and net interest margin by $0.08 per share compared to the prior year quarter. Our weighted-average interest costs increased to 5.26% from 4.98%, principally due to borrowings under our Unsecured Notes Due October 2026 and the BNP Facility, as well as an increase in uninvested cash, which reduced net interest margin by $0.10 per share. As of June 30, 2020, approximately 85% of our debt is fixed rate. The decline in net interest margin was partially offset by declines in management and incentive fees of $0.10 per share as a result of the decline in net interest margin as well as the unrealized losses on our portfolio.
Our portfolio experienced net gains of $5.1 million, or $0.38 per share, during the three months ended June 30, 2020, principally on the strength of improvement in the fair values of $9.0 million in our Structured Finance Note investments and our loan investments acquired in the broadly syndicated market, due to increased liquidity in the broadly syndicated market. Our directly originated loans experienced net depreciation of $1.9 million, or 0.6%, such loans were generally mixed in their results. The net appreciation in our directly originated loans included a decrease in the fair value of our debt investment in 3rd Rock Gaming Holding, LLC of $4.2 million and well as six other directly originated loans which declined an aggregate of $3.0 million. The net appreciation in our directly originated loans was primarily due to our investment in the common equity of Pfanstiehl Holdings, Inc., a pharmaceutical ingredients manufacturer, which appreciated $6.9 million in the quarter as a result of performance improvements and expansion of the valuation multiple. In addition to Pfansteihl Holdings, Inc., our equity appreciation rights in Southern Technical Institute, LLC increased $1.0 million in value as the company emerged from operational and regulatory issues it experienced in the prior year. Management believes, with continued operational improvements, our investment in the subordinated debt of Southern Technical Institute, LLC can be restored to accrual status in the near term. Excluding Pfansteihl Holdings, Inc. and Southern Technical Institute, LLC, the remainder of or equity investments experienced net depreciation of $2.6 million led by Contact Datascan Holdings, Inc., which declined $1.5 million on weakening performance principally caused by the impact of the COVID-19 pandemic on the retail sector, a market they serve. Despite this second quarter recovery, our portfolio is down $30.1 million, or $2.2 per share, for the six months ended June 30, 2020, or $43.1 million in the aggregate.
Since OFS Advisor implemented its business continuity plan in mid-March, the entire team has effectively transitioned to remote work and we are currently capable of maintaining our normal functionality to complete our operational requirements.
We have actively monitored our portfolio companies throughout this period of economic uncertainty, which has included assessments of our portfolio companies' operational and liquidity outlook. During the three months ended June 30, 2020, we extended the maturity date on two subordinated debt investments and rescheduled the due date of two portfolio

56


company's second quarter 2020 interest or amortization payments until the third quarter of 2020. However, 96% of our performing loans as of March 31, 2020, satisfied their second quarter 2020 interest payments. As of June 30, 2020, we have unfunded commitments of $4.3 million. We continue to believe new loan activity in the market in which we operate has slowed and we continue to observe a decrease in origination and underwriting activity. During the three months ended June 30, 2020, we purchased five broadly syndicated loans for an aggregate cost of $2.4 million, however, there have been no Portfolio Company Investments directly originated since March 16, 2020.
At June 30, 2020, our asset coverage ratio was 166% and we remained in compliance with all applicable financial thresholds under our outstanding debt and our minimum asset coverage requirements under the 1940 Act. On June 26, 2020, we amended the PWB Credit Facility to provide flexibility with current financial covenants and thresholds. As of June 30, 2020, we had an unused commitment of $78.9 million under our PWB Credit Facility, as well as an unused commitment of $119.4 million under our BNP Facility, both subject to a borrowing base and other covenants. Based on fair values and equity capital at June 30, 2020, we could access these available lines of credit for $68 million and remain in compliance with our asset coverage requirements. We continue to believe that we have sufficient levels of liquidity to support our existing portfolio companies and selectively deploy capital in new investment opportunities in this challenging environment. On July 29, 2020, we executed an amendment to our BLA with Pacific Western Bank in order to reduce the total commitment under the PWB Credit Facility from $100 million to $50 million. As of July 29, 2020, after giving effect to the reduction, our PWB Credit Facility had an unused commitment of $36.2 million, subject to a borrowing base and other covenants.
On July 28, 2020, the Board declared a distribution of $0.17 per share for the third quarter of 2020, payable on September 30, 2020 to stockholders of record as of September 23, 2020.
We cannot predict the full impact of the COVID-19 pandemic, including its duration in the United States and worldwide, and the magnitude of the economic impact of the outbreak, including the impact of travel restrictions, business closures and other quarantine measures imposed on service providers and other individuals by various local, state, and federal governmental authorities, as well as non-U.S. governmental authorities. As such, we are unable to predict the duration of any business and supply-chain disruptions, the extent to which the COVID-19 pandemic will negatively affect our portfolio companies’ operating results or the impact that such disruptions may have on our results of operations and financial condition. Depending on the duration and extent of the disruption to the operations of our portfolio companies, we expect that certain portfolio companies will experience financial distress and possibly default on their financial obligations to us and their other capital providers. We also expect that some of our portfolio companies may significantly curtail business operations, furlough or lay off employees and terminate service providers, and defer capital expenditures if subjected to prolonged and severe financial distress, which would likely impair their business on a permanent basis. These developments would likely result in a decrease in the value of our investment in any such portfolio company.
We are also subject to financial risks, including changes in market interest rates. As of June 30, 2020, approximately $341 million (principal amount) of our debt portfolio investments bore interest at variable rates, which generally are LIBOR-based (or based on an equivalent applicable currency rate), and many of which are subject to certain floors. In connection with the COVID-19 pandemic, the U.S. Federal Reserve and other central banks have reduced certain interest rates and LIBOR has decreased. A prolonged reduction in interest rates will reduce our gross investment income and could result in a decrease in our net investment income if such decreases in LIBOR are not offset by a corresponding increase in the spread over LIBOR that we earn on any portfolio investments, a decrease in our operating expenses, including with respect to our income incentive fee, or a decrease in the interest rate of our floating interest rate liabilities tied to LIBOR. As of June 30, 2020, the majority of our variable rate debt investments are subject to the base rate floor, therefore, partially reducing the impact from the recent decrease in LIBOR over the past three months on our gross investment income.
We will continue to monitor the rapidly evolving situation relating to the COVID-19 pandemic and guidance from U.S. and international authorities, including federal, state and local public health authorities and may take additional actions based on their recommendations. In these circumstances, there may be developments outside our control requiring us to adjust our plan of operation. As such, given the dynamic nature of this situation, we cannot reasonably estimate the impacts of the COVID-19 pandemic on our financial condition, results of operations or cash flows in the future. However, to the extent our portfolio companies continue to be adversely impacted by the COVID-19 pandemic, our future net investment income, financial condition, results of operations and the fair value of our portfolio investments may be materially adversely impacted.
Critical Accounting Policies and Significant Estimates
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 Financial Statements - Note 2" and "Management's Discussion and Analysis - Critical Accounting Policies and Significant Estimates" in our Annual Report on Form 10-K for the year ended December 31, 2019.

57


Fair value estimates. Our approach to fair value estimates was significantly adjusted in response to the economic uncertainty associated with the spread of the COVID-19 pandemic. Our use of NBIP includes assessment of whether a sufficient number of market quotations are available or whether a sufficient number of indicative prices from pricing services or brokers or dealers have been received, and whether the depth of the markets from which those quotes were received is sufficient to transact at those prices in amounts approximating our positions in such assets. Moreover, these assessments are generally based on a 90-day moving average of our depth and liquidity metrics. The 90-day moving average generally counters the effects of intermittent quoting activity observed and month- and quarter-ends, irregular quoting activity that tends to artificially inflate our metrics. We observed significant declines in market liquidity beginning in the middle of March and concluded the 90-day moving average was not representative of current market conditions given the significant market dislocation during this period. Accordingly, we adjusted our depth and liquidity assessment to one based on a 5-day moving average of the metrics in our liquidity assessments as of March 31, 2020, and partially reverted, utilizing a 30-day moving average, in our June 30, 2020, assessments, as liquidity partially returned to the loan market. One measure of liquidity in the broadly syndicated loan market is the average bid-ask spread on the Refinitiv Market Overall (North America) Loan Index which narrowed to 1.98 points at June 30, 2020, from 3.41 points at March 31, 2020, but has not yet returned to its long-term historic average of 1.0. These changes to our depth and liquidity metrics, as well as changes in the level of the metrics themselves, led to the transfer of seven instruments with an aggregate amortized cost of $12.7 million from a fair value estimate based on Level 2 NBIP inputs to estimates based on models and Level 3 inputs at March 31, 2020, of which three investments with an aggregate amortized cost of $4.4 million reverted back to fair value estimates based on Level 2 NBIP inputs.
We also adjusted our Level 3 fair value models throughout this period of heightened economic uncertainty. Our processes included assessments of the impact of the COVID-19 pandemic on the financial condition, results of operations or cash flows of our portfolio companies. Initially, such forward-looking assessments were fragmentary, however as such forward-looking estimates became more reliable, such information was directly incorporated into our fair value models. In circumstances in which reliable forward-looking information, we considered the market impact on performance-metric multiples and related impact on enterprise values. Additionally, management observed a decrease in the historic correlation between market spreads used in our synthetic debt rating method and those used in our reunderwriting analysis. These market spreads, though highly correlated before the on-set of COVID-19, relate to different segments of the lending market primarily on the basis of borrower size. The synthetic debt rating method is based on market spreads for larger borrowers with rated debt, while the reunderwring analysis market spreads are used for what are considered middle-market borrowers. Management concluded, given the break-down in this relationship, the relative weight given to each of these methods required adjustment to correspond to the market most closely associated with the subject investment. Accordingly, we decreased the weighting for the synthetic debt rating method and increased the weighting for the reunderwriting analysis in the current period year, from a weighting of 50/50 to a weighting of 10/90, at March 31, 2020, and partially reverting to generally 25/75 at June 30, 2020. We believe the overweighting to the reunderwriting analysis more accurately captures the market in which these instruments are exchanged.
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 at June 30, 2020 (dollar amounts in thousands):
Investment Type
 
Fair Value at June 30, 2020
 
Range of Fair Value
 
 
Low-end
 
High-end
Debt investments:
 
 

 
 

 
 

Senior secured
 
$
325,659

 
$
318,380

 
$
332,791

Subordinated
 
35,755

 
34,090

 
37,073

 
 
 
 
 
 
 
Structured Finance Notes:
 
 
 
 
 
 
Subordinated notes
 
29,240

 
$
27,023

 
31,455

Mezzanine debt
 
790

 
770

 
809

 
 
 
 
 
 
 
Equity investments:
 
 
 
 
 
 
Preferred equity
 
11,757

 
10,544

 
12,925

Common equity, warrants and other
 
32,561

 
28,731

 
36,179

 
 
$
435,762

 
$
419,538

 
$
451,232


58


Related Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the following:
The Investment Advisory Agreement with OFS Advisor to manage our operating and investment activities. Under the Investment Advisory Agreement we have agreed to pay OFS Advisor an annual base management fee based on the average value of our total assets (other than cash but including assets purchased with borrowed amounts and including assets owned by any consolidated entity) as well as an incentive fee based on our investment performance. See “Item 1–Financial Statements–Note 3”.
The Administration Agreement with OFS Services, an affiliate of OFS Advisor, to provide us with the office facilities and administrative services necessary to conduct our operations. See “Item 1–Financial Statements–Note 3.
A license agreement with OFSAM, the parent company of OFS Advisor, under which OFSAM has agreed to grant us a non-exclusive, royalty-free license to use the name “OFS.” Under this agreement, we have a right to use the “OFS” name for so long as OFS Advisor or one of its affiliates remains our investment adviser. Other than with respect to this limited license, we have no legal right to the “OFS” name. This license agreement will remain in effect for so long as the Investment Advisory Agreement with OFS Advisor is in effect.
OFS Advisor’s services under the Investment Advisory Agreement are not exclusive to us and OFS Advisor is free to furnish similar services to other entities, including other funds affiliated with OFS Advisor, so long as its services to us are not impaired. OFS Advisor also serves as the investment adviser to CLO funds and other assets, including HPCI and OCCI. Additionally, OFS Advisor provides sub-advisory services to CMFT Securities Investments, LLC, a wholly owned subsidiary of CIM Real Estate Finance Trust, Inc., a corporation that qualifies as a real estate investment trust. Additionally, OFS Advisor serves as sub-adviser to CIM Real Assets & Credit Fund, a newly organized externally managed registered investment company that operates as an interval fund that invests primarily in a combination of real estate, credit and related investments. 
OFS Advisor agreed to reduce a portion of its base management fee by reducing the portion of such fee from 0.4375% per quarter (1.75% annualized) to 0.25% per quarter (1.00% annualized) of the OFSCC-FS Assets at the end of the two most recently completed quarters to the extent that such portion of the OFSCC-FS Assets are financed using leverage (also calculated on an average basis) that causes the Company’s statutory asset coverage ratio to fall below 200%. When calculating its statutory asset coverage ratio, the Company excludes its SBA guaranteed debentures from its total outstanding senior securities as permitted pursuant to exemptive relief granted by the SEC dated November 26, 2013. Effective January 1, 2020, OFS Advisor agreed to further reduce the base management fee to 0.25% per quarter (1.00% annualized) of the average value of the portion of OFSCC-FS Assets at the end of the two most recently completed calendar quarters without regard to the statutory asset coverage ratio. The base management fee reduction by OFS Advisor is renewable on an annual basis and the amount of the base management fee reduction with respect to the OFSCC-FS Assets shall not be subject to recoupment by OFS Advisor.
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 October 12, 2016, we received the Order from the SEC to permit us to co-invest in portfolio companies with certain BDCs, registered investment companies and private funds managed by OFS Advisor, or any adviser that controls, is controlled by, or is under common control with, OFS Advisor and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, in a manner consistent with our investment strategy as well as applicable law, including the terms and conditions of the Order. Pursuant to the Order, we are generally permitted to participate in a co-investment transaction if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors makes 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 of us or our stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies. On July 8, 2020, we received a notice from the SEC related to the new co-investment application that we and certain affiliates filed, which, if granted, would supersede the Order and would permit us greater flexibility to enter into co-investment transactions. The notice period ends on August 3, 2020, and, unless there is a request for a hearing, we expect our new exemptive order to be issued after the notice period ends.
In addition, pursuant to an exemptive order issued by the SEC on April 8, 2020 and applicable to all BDCs, through at least December 31, 2020, the Company may, subject to the satisfaction of certain conditions, co-invest in its existing portfolio companies with certain other funds managed by the Advisor or its affiliates, even if such other fund has not previously invested in such existing portfolio company. Without this order, the Company generally would not be able to participate in such co-investments unless the affiliated fund had previously acquired securities of the portfolio company in a co-investment transaction with the Company.

59


Conflicts may arise when we make an investment in conjunction with an investment being made by an Affiliated Account, or in a transaction where an Affiliated Account has already made an investment. Investment opportunities are, from time to time, appropriate for more than one account in the same, different or overlapping securities of a portfolio company’s capital structure. Conflicts arise in determining the terms of investments, particularly where these accounts may invest in different types of securities in a single portfolio company. Potential conflicts arise when addressing, among other things, questions as to whether payment obligations and covenants should be enforced, modified or waived, or whether debt should be restructured, modified or refinanced. For a discussion of the risks associated with conflicts of interest, see "Item 1A. Business — Conflicts of Interest", "Item 1A. Risk Factors — Risks Related to OFS Advisor and its Affiliates —We have potential conflicts of interest related to the purchases and sales that OFS Advisor makes on our behalf and/or on behalf of Affiliated Accounts" and "Item 1A. Risk Factors — Regulations — Conflicts of Interest - Conflicts Related to Portfolio Investments" in our Annual Report on Form 10-K for the year ended December 31, 2019.
Portfolio Composition and Investment Activity
Portfolio Composition
As of June 30, 2020, the fair value of our debt investment portfolio totaled $361.4 million in 57 portfolio companies, of which 90% and 10% were senior secured loans and subordinated loans, respectively, and approximately $44.3 million in equity investments, at fair value, in 22 portfolio companies. We also have eight investments in Structured Finance Notes with a fair value of $30.0 million. We had unfunded commitments of $4.3 million to two portfolio companies at June 30, 2020. Set forth in the tables and charts below is selected information with respect to our portfolio as of June 30, 2020 and December 31, 2019.
The following table summarizes the composition of our Portfolio Company Investments as of June 30, 2020, and December 31, 2019 (dollar amounts in thousands):
 
June 30, 2020
 
December 31, 2019
 
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
Senior secured debt investments (1)
$
352,264


$
325,659

 
$
421,970

 
$
408,724

Subordinated debt investments
56,985


35,755

 
56,731

 
43,091

Preferred equity
18,621


11,757

 
21,925

 
17,729

Common equity, warrants and other
15,717


32,561

 
14,919

 
25,777

  Total Portfolio Company Investments
$
443,587

 
$
405,732

 
$
515,545

 
$
495,321

Total number of portfolio companies
65

 
65

 
85

 
85

(1)
Includes debt investments in which we have entered into contractual arrangements with co‑lenders whereby, subject to certain conditions, we have agreed to receive our principal payments after the repayment of certain co‑lenders pursuant to a payment waterfall. The aggregate amortized cost and fair value of these investments was $75,406 and $74,381, respectively, at June 30, 2020, and $68,207 and $67,480, respectively, at December 31, 2019.
Approximately 80% of our Portfolio Company Investments at fair value, are senior securities of the borrower, rather than in the subordinated securities, preferred equity or common equity. We believe the seniority of our debt investments in the borrowers' capital structure may provide greater downside protection against the impact of the COVID-19 pandemic.
As of June 30, 2020, our Portfolio Company Investment's three largest industries by fair value, were (1) Manufacturing (19.8%), (2) Wholesale Trade (14.7%), and (3) Health Care and Social Assistance (14.1%, totaling approximately 48.5% of the investment portfolio. We have limited exposure to the Retail Trade industry (5.9%) which has been significantly impacted by the COVID-19 pandemic. For a full summary of our investment portfolio by industry, see “Item 1–Financial Statements–Note 4."

60


The following table presents our investment portfolio by each wholly owned legal entity within the consolidated group as of June 30, 2020, and December 31, 2019 (dollar amounts in thousands):
 
June 30, 2020
 
December 31, 2019
 
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
OFS Capital Corporation (Parent)
$
182,090

 
$
159,117


$
181,980

 
$
169,230

SBIC LP
227,842

 
211,941


256,858

 
246,371

OFSCC-FS
57,439

 
55,038


88,458

 
88,936

OFSCC-MB
11,470

 
9,666

 
11,375

 
12,394

Total investments
$
478,841

 
$
435,762

 
$
538,671

 
$
516,931

The following table presents our debt investment portfolio by investment size as of June 30, 2020, and December 31, 2019 (dollar amounts in thousands):
 
Amortized Cost
 
Fair Value
 
June 30, 2020
 
December 31, 2019
 
June 30, 2020
 
December 31, 2019
Up to $4,000
$
35,605

 
8.7
%
 
$
77,809

 
16.3
%
 
$
35,042

 
9.7
%
 
$
75,033

 
16.6
%
$4,001 to $7,000
60,878

 
14.9

 
71,558

 
14.9

 
57,448

 
15.9

 
68,806

 
15.2

$7,001 to $10,000
75,922

 
18.6

 
95,567

 
20.0

 
93,009

 
25.7

 
77,978

 
17.3

$10,001 to $13,000
77,755

 
19.0

 
54,273

 
11.3

 
59,228

 
16.4

 
53,903

 
11.9

Greater than $13,000
159,089

 
38.8

 
179,494

 
37.5

 
116,687

 
32.3

 
176,095

 
39.0

Total
$
409,249

 
100.0
%
 
$
478,701

 
100.0
%
 
$
361,414

 
100.0
%
 
$
451,815

 
100.0
%
The following table displays the composition of our performing debt investment and Structured Finance Note portfolio by weighted average yield as of June 30, 2020, and December 31, 2019:
 
June 30, 2020
 
December 31, 2019
 
Senior
Secured
Subordinated
Structured Finance
 
 
Senior
Secured
Subordinated
Structured Finance
 
Weighted Ave. Yield (1)
Debt
Debt
Notes
Total
 
Debt
Debt
Notes
Total
Less than 8%
18.6
%
%
%
15.6
%
 
20.1
%
%
%
17.3
%
8% - 10%
53.8



45.2

 
21.5



18.5

10% - 12%
24.8

13.3


21.8

 
48.8

8.6


42.7

12% - 14%
1.3

59.8

38.8

8.8

 
8.4

38.3

25.1

12.0

Greater than 14%
1.5

26.9

61.2

8.6

 
1.2

53.1

74.9

9.5

Total
100.0
%
100.0
%
100.0
%
100.0
%
 
100.0
%
100.0
%
100.0
%
100.0
%
Weighted average yield - performing debt and Structured Finance Note investments (1)
9.15
%
12.98
%
17.12
%
10.14
%
 
9.80
%
13.52
%
15.13
%
10.40
%
Weighted average yield - total debt and Structured Finance Note investments (2)
8.60
%
6.48
%
17.12
%
9.01
%
 
9.57
%
10.57
%
15.13
%
9.94
%
(1) The weighted average yield on our performing debt and Structured Finance Note investments is computed as (a) the sum of (i) the annual stated accruing interest on debt investments plus the annualized accretion of Net Loan Fees; and (ii) the annual effective yield on Structured Finance Notes divided by (b) amortized cost of our debt and Structured Finance Note investments, excluding debt investments in non-accrual status as of the balance sheet date.
(2) The weighted average yield on our total debt and Structured Finance Note investments is computed as (a) the sum of (i) the annual stated accruing interest plus the annualized accretion of Net Loan Fees and (ii) plus the annual effective yield on Structured Finance Notes divided by (b) amortized cost of our debt and Structured Finance Note investments, including debt investments in non-accrual status as of the balance sheet date.
The weighted average yield on total investments was 8.52% and 9.59% at June 30, 2020 and December 31, 2019, respectively. Weighted average yield on total investments is computed as (a) the sum of (i) the annual stated accruing interest

61


on our debt investments at the balance sheet date plus the annualized accretion of Net Loan Fees, (ii) the effective yield on our performing preferred equity investments, and (iii) the annual effective yield on Structured Finance Notes, divided by (b) amortized cost of our total investment portfolio, including assets in non-accrual status as of the balance sheet date. The weighted average yield of our investments is not the same as a return on investment for our stockholders but, rather, the gross investment income from our investment portfolio before the payment of all of our fees and expenses. There can be no assurance that the weighted average yield will remain at its current level.
The weighted average yield on performing portfolio-company debt securities, including Structured Finance Notes, decreased to 10.14% at June 30, 2020, from 10.40% at December 31, 2019, primarily due to the 8.5% weighted-average yield of new investments. The weighted average yield on total debt, including Structured Finance Notes, decreased to 9.01% at June 30, 2020, from 9.94% at December 31, 2019, primarily due to the change to non-accrual status of our investments in Online Tech Stores, LLC and 3rd Rock Gaming Holding, LLC.
As of June 30, 2020, and December 31, 2019, floating rate loans at fair value were 87% and 93% of our debt portfolio, excluding Structured Finance Notes, respectively, and fixed rate loans at fair value were 13% and 7% of this portfolio, respectively.
Investment Activity
The following is a summary of our Portfolio Company Investment activity for the three and six months ended June 30, 2020 (dollar amounts in millions).
 
 
Three Months Ended
June 30, 2020
 
Six Months Ended June 30, 2020
 
 
Debt
Investments
 
Equity
Investments
 
Debt
Investments
 
Equity
Investments
Investments in new portfolio companies
 
$
2.4

 
$

 
$
42.3

 
$

Investments in existing portfolio companies
 


 


 


 


Follow-on investments
 
0.5

 

 
10.1

 
0.1

Restructured investments
 

 

 

 
0.7

Delayed draw and revolver funding
 
4.3

 

 
5.7

 

Total investments in existing portfolio companies
 
4.8

 

 
15.8

 
0.8

Total investments in new and existing portfolio
companies
 
$
7.2

 
$

 
$
58.1

 
$
0.8

Number of new Portfolio Company Investments
 
5

 

 
10

 

Number of existing Portfolio Company
Investments
 
4

 
1

 
15

 
3

 
 
 
 
 
 
 
 
 
Proceeds/distributions from principal payments/
equity investments
 
19.1

 

 
56.3

 

Proceeds from investments sold or redeemed
 
23.4

 

 
61.9

 
3.6

Total proceeds from principal payments, equity
distributions and investments sold
 
$
42.5

 
$

 
$
118.2

 
$
3.6

Notable investments in new portfolio companies during the six months ended June 30, 2020, include A&A Transfer, LLC ($23.7 million senior secured loan and $1.6 million revolver) and SourceHOV Tax, Inc. ($12.8 million senior secured loan).
The weighted-average yield of direct debt investments in new portfolio companies during the six months ended June 30, 2020 was 8.5%.
We also invested $12.8 million in Structure Finance Notes with a weighted average annual effective yield of 19.6% during the six months ended June 30, 2020.
Non-cash investment activity
On March 27, 2020, our debt investment in Constellis Holdings, LLC was restructured. We converted our non-accrual debt investment for 20,628 common shares of equity. The cost and fair value of the 20,628 common shares of equity received were $0.7 million and $0.7 million, respectively.

62


The following is a summary of our Portfolio Company Investment activity for the three and six months ended June 30, 2019 (dollar amounts in millions).
 
 
Three Months Ended
June 30, 2019
 
Six Months Ended
June 30, 2019
 
 
Debt
Investments
 
Equity
Investments
 
Debt
Investments
 
Equity
Investments
Investments in new portfolio companies
 
$
40.8

 
$

 
$
72.3

 
$
4.1

Investments in existing portfolio companies
 
 
 
 
 
 
 
 
Follow-on investments
 
13.0

 

 
22.8

 

Delayed draw and revolver funding
 
5.4

 

 
8.2

 

Total investments in existing portfolio companies
 
18.4

 

 
31.0

 

Total investments in new and existing portfolio
companies
 
$
59.2

 
$

 
$
103.3

 
$
4.1

Number of new Portfolio Company Investments
 
22

 

 
25

 
2

Number of existing Portfolio Company
Investments
 
7

 

 
14

 

 
 
 
 
 
 
 
 
 
Proceeds/distributions from principal payments/
equity investments
 
3.3

 
 
 
9.3

 
$

Proceeds from investments sold or redeemed
 
14.0

 
 
 
30.3

 

Total proceeds from principal payments, equity
distributions and investments sold
 
$
17.3

 
$

 
$
39.6

 
$

Notable investments in new portfolio companies during the six months ended June 30, 2019, include Chemical Resources Holdings, Inc. ($13.6 million senior secured loan and $1.8 million in common equity) and TTG Healthcare, LLC ($11.9 million senior secured loan and $2.3 million preferred equity).
The weighted-average yield of direct debt investments in new portfolio companies during the six months ended June 30, 2019 was 10.7%.
We also invested $20.9 million in Structure Finance Notes with a weighted average annual effective yield of 13.89% during the six months ended June 30, 2019.
Our level of investment activity may vary substantially from period to period depending on various factors, including, but not limited to, the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity, the general economic environment and the competitive environment for the types of investments we make. We believe new loan activity in the market in which we operate has slowed and we have observed a decrease in origination and underwriting activity. The number of deals currently being reviewed and evaluated has decreased since the beginning of the year. During the three months ended June 30, 2020, we purchased five broadly syndicated loans for an aggregate cost of $2.4 million, however, there has been no Portfolio Company Investments directly originated since March 16, 2020.

63


Risk Monitoring
We categorize direct investments in the debt securities of portfolio companies into seven risk categories based on relevant information about the ability of borrowers to service their debt. For additional information regarding our risk categories, see “Item 1. Business–Portfolio Review/Risk Monitoring” in our Annual Report on Form 10-K for the year ended December 31, 2019. The following table shows the classification of our debt securities of portfolio companies, excluding Structured Finance Notes, by credit risk rating as of June 30, 2020, and December 31, 2019 (dollar amounts in thousands):
 
 
Debt Investments, at Fair Value
Risk Category
 
June 30, 2020
 
December 31, 2019
1 (Low Risk)
 
$

 
%
 
$

 
%
2 (Below Average Risk)
 
3,788

 
1.0

 
17,953

 
4.0

3 (Average)
 
286,444

 
79.3

 
387,654

 
85.8

4 (Special Mention)
 
64,058

 
17.7

 
45,546

 
10.1

5 (Substandard)
 
7,124

 
2.0

 

 

6 (Doubtful)
 

 

 
662

 
0.1

7 (Loss)
 

 

 

 

 
 
$
361,414

 
100.0
%
 
$
451,815

 
100.0
%
Changes in the distribution of our debt investments across risk categories were a result of new debt investments, the receipt of amortization payments on existing debt investments, repayment of certain debt investments in full, changes in the fair value of our existing debt investments, realized gains on the sale of investments, as well as changes in risk categories. Debt investments with a cost and fair value of $42,969 and $32,075, respectively, had risk rating downgrades from risk category 3 to risk category 4 during the six months ended June 30, 2020. A debt investment with a cost and fair value of $16,129 and $7,124, respectively, had a risk rating downgrade from risk category 4 to risk category 5 during the six months ended June 30, 2020. A debt investment with a cost and fair value of $-0- and $1,153, respectively, had a risk rating upgrade from risk category 6 to risk category 4 during the six months ended June 30, 2020.
Non-Accrual Loans
When there is reasonable doubt that principal, cash interest, or PIK interest will be collected, loan investments are placed on non-accrual status and the Company will generally cease recognizing cash interest, PIK interest, or Net Loan Fee amortization, as applicable. Interest accruals and Net Loan Fee amortization are resumed on non-accrual investments only when they are brought current with respect to principal, interest and when, in the judgment of management, the investments are estimated to be fully collectible as to all principal. During the six months ended June 30, 2020, our debt investments in Online Tech Stores, LLC and 3rd Rock Gaming Holding, LLC were placed on non-accrual status due to the reasonable doubt that principal and interest will be collected. The aggregate amortized cost and fair value of loans on non-accrual status with respect to all interest and Net Loan Fee amortization was $49,525 and $21,193, respectively, at June 30, 2020, and $12,403 and $850, respectively, at December 31, 2019.
On March 27, 2020, our debt investment in Constellis Holdings, LLC was restructured. We converted our non-accrual debt investment for 20,628 common shares of equity. The cost and fair value of the common shares received were $0.7 million and $0.7 million as of June 30, 2020, respectively. We recognized a realized loss on the restructuring of $9.1 million for the six months ended June 30, 2020, which was fully recognized as unrealized losses as of December 31, 2019.



64


Results of Operations
Our key financial measures are described in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations–Results of Operations–Key Financial Measures" in our Annual Report on Form 10-K for the year ended December 31, 2019. The following is a discussion of the key financial measures that management employs in reviewing the performance of our operations.
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 Notes, which differs to some degree from our historical investment concentration, debt investments to middle-market companies in the United States and, to a lesser extent, equity investments, including warrants and other minority equity securities. Moreover, as a BDC and a RIC, we will also be subject to certain constraints on our operations, including, but not limited to, limitations imposed by the 1940 Act and the Code. In addition, SBIC I LP is subject to regulation and oversight by SBA. 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.
Net increase (decrease) in net assets resulting from operations can vary substantially from period to period for various reasons, including the recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, annual comparisons of net increase (decrease) in net assets resulting from operations may not be meaningful.
Comparison of the three and six months ended June 30, 2020 and 2019
Consolidated operating results for the three and six months ended June 30, 2020 and 2019, are as follows (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
2020
 
2019
Investment income
 
 
 
 
 
 
 
Interest income:
 
 
 
 
 
 
 
Cash interest income (including accretion of interest on Structured Finance Notes)
$
9,712


$
11,961


$
20,925


$
22,941

Net Loan Fee amortization
403


228


817


406

Other interest income
19


21


54


97

Total interest income
10,134


12,210


21,796


23,444

PIK income:











PIK interest income
393


205


829


366

Preferred equity PIK dividends
164


219


343


434

Total PIK income
557


424


1,172


800

Dividend income:











Common and preferred equity cash dividends


89


100


262

Total dividend income


89


100


262

Fee income:











Management and syndication


133


378


651

Prepayment and other fees
290


44


405


88

Total fee income
290


177


783


739

Total investment income
10,981


12,900


23,851


25,245

Total expenses, net
8,374


8,040


17,272


15,557

Net investment income
2,607


4,860


6,579


9,688

Net gain (loss) on investments
5,051


(1,507
)

(31,081
)

(2,603
)
Net increase (decrease) in net assets resulting from operations
$
7,658


$
3,353


$
(24,502
)

$
7,085


65


Interest and PIK income by debt investment type for the three and six months ended June 30, 2020 and 2019, is summarized below (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
2020
 
2019
Interest income and PIK interest income:
 
 
 
 
 
 
 
Senior secured debt investments
$
8,167


$
10,386


$
18,084


$
19,933

Subordinated debt investments
953


1,400


1,911


2,780

Structured Finance Notes
1,407

 
629

 
2,630

 
1,097

Total interest income and PIK interest income
10,527

 
12,415

 
22,625

 
23,810

Plus purchased premiums (less Net Loan Fees) accelerations
(132
)
 
13

 
(235
)
 
12

Recurring interest income and PIK interest income
$
10,395

 
$
12,428

 
$
22,390

 
$
23,822

Investment Income
We consider our interest income on direct debt investments to portfolio companies—other than acceleration of Net Loan Fees recognized upon the repayment of a loan—PIK interest income, and the accretable yield on Structured Finance Notes to be recurring in nature. Such recurring interest income and PIK interest income decreased by $1.9 million for the three months ended June 30, 2020, compared to the three months ended June 30, 2019, primarily due to a $0.2 million decrease in the average outstanding performing loan balance, as well as by a $1.7 million decrease resulting from a 189 basis point decrease in the recurring earned yield on our portfolio.
Due to the COVID-19 pandemic and the impact to our borrowers, we experienced a partial shift from cash interest to PIK interest as a result of concessions granted to borrowers to support the borrowers' liquidity. Total PIK income was $1.2 million and $0.8 million for the six months ended June 30, 2020 and June 30, 2019, respectively. During the three months ended June 30, 2020, we amended two loans to extend the receipt of $0.7 million in second quarter interest until July 2020, of which $0.4 million was not recognized in the second quarter due to reasonable doubt whether it will be collected.
Syndication fees, prepayment fees and the acceleration of Net Loan Fees generally result from periodic transactions rather than from holding portfolio investments and are considered to be non-recurring. Syndication fees which are recognized when OFS Advisor sources, structures, and arranges the lending group, and for which we were additional compensation declined to $-0- for the three months ended June 30, 2020, compared to $0.4 million in the first quarter of 2020 due to the drop in direct loan originations from approximately $33.4 million in the first quarter to $-0- in the second quarter, primarily due to the impacts of the COVID-19 pandemic. Total fee income for the six months ended June 30, 2020, compared to the corresponding period in the prior year, remained consistent due to an increase in prepayment fees, which offset the decrease in syndication fees. Since the onset of the COVID-19 pandemic, we have continued to source and screen loan investments, although we have observed a decrease in underwriting and origination activity. During the three months ended June 30, 2020, we purchased five broadly syndicated loans for an aggregate cost of $2.4 million, however, there has been no Portfolio Company Investments directly originated since March 16, 2020.
Expenses
Operating expenses for the three and six months ended June 30, 2020 and 2019, are presented below (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
2020
 
2019
Interest expense
$
4,931


$
3,645

 
$
9,853

 
$
7,100

Management fee
1,869


2,055

 
3,888

 
3,898

Incentive fee
215


1,245

 
1,098

 
2,408

Professional fees
460


368

 
1,108

 
903

Administration fee
500


417

 
1,020

 
854

Other expenses
399


310

 
746

 
394

Total expenses before incentive fee waiver
$
8,374


$
8,040


$
17,713


$
15,557

Incentive fee waiver

 

 
(441
)
 

Total expenses, net of incentive fee waiver
$
8,374

 
$
8,040

 
$
17,272

 
$
15,557

Interest expense for the three and six months ended June 30, 2020 increased over the corresponding periods in the prior year due to an increase in our average borrowings related to the issuance of the Unsecured Notes Due October 2026 and

66


borrowings under the BNP Facility. Interest expense incurred on our debt during the three and six months ended June 30, 2020 and 2019 is summarized below (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
2020
 
2019
SBA Debentures
$
1,114

 
$
1,280

 
$
2,338

 
$
2,548

PWB Credit Facility
702

 
633

 
991

 
1,094

Unsecured Notes Due April 2025
860

 
860

 
1,721

 
1,720

Unsecured Notes Due October 2025
850

 
866

 
1,700

 
1,732

Unsecured Notes Due October 2026
880

 

 
1,784

 

BNP Facility
525

 
6

 
1,319

 
6

Total interest expense (1)
$
4,931

 
$
3,645

 
$
9,853

 
$
7,100

(1) Interest expense is inclusive of interest on the outstanding balance, commitment fees on undrawn amounts, and the amortization of deferred financing costs.
Management fee expense for the three months ended June 30, 2020 decreased $0.2 million over the corresponding period in the prior year due to a decrease in our average total assets resulting from a decline in the fair value of our portfolio investments.
The $1.0 million decrease in incentive fee expense during the three months ended June 30, 2020 and the $1.3 million decrease in incentive fee expense prior to the Income Incentive Fee waiver of $0.4 million during the six months ended June 30, 2020, compared to the corresponding periods in the prior year was attributable to a decrease in net investment income resulting from a decline in net interest margin. On May 4, 2020, OFS Advisor agreed to irrevocably waive the receipt of $0.4 million in Income Incentive Fees (based on net investment income) related to net investment income, that it would otherwise be entitled to receive under the Investment Advisory Agreement for the three months ended March 31, 2020. As a result of the voluntary fee waiver, we incurred Income Incentive Fee expense of $0.4 million for the three months ended March 31, 2020, which is equal to half the Income Incentive Fee expense we would have incurred for the three months ended March 31, 2020.
The $0.1 million and $0.2 million increase in professional fees for the three and six months ended June 30, 2020, respectively, compared to the corresponding periods in the prior year, were attributable to additional costs related to accounting and tax services.
Administration fee expense for the three and six months ended June 30, 2020 increased $0.1 million and $0.2 million, respectively, over the corresponding periods in the prior year, due to an increase in our allocable portion of OFS Services’s overhead, primarily related to the increase in the size of the investment portfolio and services related to fair value determination.
Other expenses for the six months ended June 30, 2020 increased $0.4 million, over the corresponding period in the prior year, primarily due to write-off of deferred offering costs relating to our prior shelf registration and an excise tax accrual during the during the six months ended June 30, 2020, as well as a reversal of an excise tax accrual in the first quarter of 2019.
Net realized and unrealized gain (loss)
Net loss by investment type for the three and six months ended June 30, 2020 and 2019, were as follows (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
2020
 
2019
Senior secured debt
$
(4,637
)

$
(3,254
)

$
(23,368
)

$
(3,383
)
Subordinated debt
(125
)

57


(7,590
)

212

Preferred equity
(1,016
)

137


(2,253
)

(1,592
)
Common equity, warrants and other
6,330


1,722


5,986


1,950

Structured Finance Notes
4,499

 
(169
)
 
(3,707
)
 
210

Total net gain (loss) on investments
5,051

 
(1,507
)
 
(30,932
)
 
(2,603
)
  Loss on extinguishment of debt

 

 
(149
)
 

Total net gain (loss)
$
5,051


$
(1,507
)

$
(31,081
)

$
(2,603
)

67


Three and six months ended June 30, 2020
Our portfolio experienced net gains of $5.1 million in the second quarter primarily as a result of performance improvements and expansion of the companies' valuation multiples at Pfanstiehl Holdings, Inc. and Southern Technical Institute, LLC, which lifted the value of our equity investments in those companies a combined $7.9 million, as well the return of liquidity to the broadly syndicated loan market, which contributed to the improvement in the fair values of $9.0 million of our Structured Finance Note investments and our loan investments acquired in the broadly syndicated market. One measure of liquidity in the broadly syndicated loan market is the average bid-ask spread on the Refinitiv Market Overall (North America) Loan Index which narrowed to 1.98 points at June 30, 2020, from 3.41 points at March 31, 2020, but has not yet returned to its long-term historic average of 1.0. These net gains were partially offset by $7.5 million in net losses, principally on our debt and equity investments in Contract Datascan Holdings, Inc., TalentSmart Holdings, LLC and 3rd Rock Gaming Holding, LLC, as well as other portfolio companies as a result of the impact of the COVID-19 pandemic.
Our portfolio experienced net unrealized losses of $20.9 million during the six months ended June 30, 2020, primarily due to the adverse economic effects of the COVID-19 pandemic on market conditions and the overall economy, and the related declines in quoted loan prices that have not yet fully recovered. Additionally, we incurred realized losses of $10.0 million, primarily due to the loss of $9.1 million on the restructuring of our debt investment in Constellis Holdings, LLC, which was fully recognized as an unrealized loss as of December 31, 2019.
Within our senior debt investments, we recognized net losses of $4.6 million during the three months ended June 30, 2020, primarily as a result of unrealized depreciation of $4.2 million and $0.9 million on our senior secured debt in 3rd Rock Gaming Holding, LLC and Talent Smart Holdings, LLC, respectively, offset by net unrealized appreciation of $1.5 million on the remaining senior secured debt investments. We also recognized net realized losses of $1.0 million due to the sale of approximately $25.2 million of loans at cost, for an average price of approximately 96% of par.
Within our subordinated debt investments, we recognized unrealized depreciation of $0.1 million during the three months ended June 30, 2020, primarily as a result of unrealized depreciation of $0.4 million on Contract Datascan Holdings, Inc., offset primarily by unrealized appreciation of $0.3 million on Southern Technical Institute, LLC.
Within our preferred equity investments, we recognized unrealized depreciation of $1.0 million for the three months ended June 30, 2020, primarily as a result of unrealized depreciation of $1.4 million on Contract Datascan Series A units, offset by net unrealized appreciation of $0.4 million on the remaining preferred equity investments.
Within our common equity, warrants and other investments, we recognized unrealized appreciation of $6.3 million for the three months ended June 30, 2020, primarily as a result of unrealized appreciation of $6.9 million on Pfanstiehl Holdings, Inc., offset by net unrealized depreciation of $0.6 million on our remaining common equity, warrant and other investments as a result of negative portfolio company-specific performance factors.
Within our Structured Finance Note investments, we recognized unrealized appreciation of $4.5 million for the three months ended June 30, 2020, primarily due to the return of liquidity to the broadly syndicated loan market, which underlie these investments.
Three and six months ended June 30, 2019
We recognized net losses of $3.3 million on senior secured debt during the three months ended June 30, 2019, primarily as a result of the unrealized depreciation of $2.5 million on Constellis Holdings, LLC. Additional net unrealized losses of $0.3 million for the six months ended June 30, 2019 were primarily a result of net negative impact of portfolio company-specific performance factors. We also recognized a realized gain of $0.2 million primarily as a result of the partial sale of our investment in Cenexel Clinical Research Holdings, Inc. and the sale of our investment in Davis Vision, Inc.
We recognized net gains of $0.1 million on subordinated debt during the three months ended June 30, 2019, primarily as a result of net positive impact of portfolio company-specific performance factors. Additional net gains of $0.2 million for the six months ended June 30, 2019 were primarily a result of unrealized appreciation of $0.5 million on Online Tech Stores, LLC.
We recognized net gains of $0.1 million on preferred equity investments for the three months ended June 30, 2019, primarily as a result of the net positive impact of portfolio company-specific performance factors. We recognized net losses of $1.6 million on preferred equity securities for the six months ended June 30, 2019, primarily due to a realized loss of $0.9 million on Maverick Healthcare Equity, LLC and unrealized depreciation of $0.8 million on our investment in TRS Services, LLC Class A units.
We recognized net gains of $1.7 million on common equity and warrant investments for the three months ended June 30, 2019, primarily as a result of unrealized appreciation of $0.7 million and $0.6 million on our investments in Professional Pipe Holdings, LLC and MTE Holding Corporation respectively. Additional net gains of $2.0 million on common equity and warrant investments for the six months ended June 30, 2019 were primarily a result of unrealized appreciation of $4.3 million across several portfolio company investments from the positive impact of portfolio company-specific performance factors,

68


offset by unrealized depreciation of $2.3 million in Contract Datascan Holdings, Inc. as a result of negative portfolio company-specific performance factors.
We recognized unrealized depreciation of $0.2 million on Structured Finance Notes for the three months ended June 30, 2019, and unrealized appreciation of $0.2 million for the six months ended June 30, 2019, primarily as a result of net positive impact of mark-to-market adjustments since our investment purchases.
Liquidity and Capital Resources
At June 30, 2020, we held cash of $31.8 million, which includes cash of $22.7 million held by SBIC I LP, our wholly owned SBIC. Our use of cash held by SBIC I LP may be restricted by SBA regulation, including limitations on the amount of cash SBIC I LP can distribute to the Parent. Any such distributions to the Parent from SBIC I LP are generally restricted under SBA regulations to a statutory measure of undistributed accumulated earnings of SBIC I LP and require the prior approval of the SBA. During the six months ended June 30, 2020, the Parent received no cash distributions from SBIC I LP and management currently anticipates a portion of cash held by SBIC I LP at June 30, 2020, will be used in the third quarter of 2020 for the early repayment of SBA debentures. Distributions from OFSCC-FS to the Parent are restricted by the terms and conditions of the BNP Facility. At June 30, 2020, OFSCC-FS held cash of $0.8 million and had unused commitments under the BNP Facility of $119.4 million, of which $-0- was available for distribution under the terms of the BNP Facility. During the six months ended June 30, 2020, the Parent received $1.1 million in cash distributions from OFSCC-FS.
At June 30, 2020, we had an unused commitment of $78.9 million under our PWB Credit Facility, as well as an unused commitment of $119.4 million under our BNP Facility, both subject to a borrowing base and other covenants. The Parent may make unsecured loans to SBIC I LP, the aggregate which cannot exceed $35 million at any given time, and no interest may be charged on the unpaid principal balance. There were no intercompany loans between the Parent and SBIC I LP as of June 30, 2020. On July 29, 2020, we executed an amendment to our BLA with Pacific Western Bank in order to reduce the total commitment under the PWB Credit Facility from $100 million to $50 million. As of July 29, 2020, after giving effect to the reduction, our PWB Credit Facility had an unused commitment of $36.2 million, subject to a borrowing base and other covenants.
Based on fair values and equity capital at June 30, 2020, we could access available lines of credit for $68 million and remain in compliance with our asset coverage requirements. As of July 29, 2020, we had cash on hand of approximately $23.3 million. We continue to believe that we have sufficient levels of liquidity to support our existing portfolio companies and selectively deploy capital in new investment opportunities in this challenging environment.
Sources and Uses of Cash
We generate operating cash flows from net investment income and the net liquidation of portfolio investments, and use cash in our operations in the net purchase of portfolio investments. Significant variations may exist between net investment income and cash from net investment income, primarily due to the recognition of non-cash investment income, including certain Net Loan Fee amortization, PIK interest, and PIK dividends, which generally will not be fully realized in cash until we exit the investment. As discussed in "Item 1.–Financial Statements–Note 3," we pay OFS Advisor a quarterly incentive fee with respect to our pre-incentive fee net investment income, which includes investment income that we have not received in cash. In addition, we must distribute substantially all of our taxable income, which approximates, but will not always equal, the cash we generate from net investment income to maintain our RIC tax treatment. Historically, our distributions have been in excess of taxable income, and we have limited history of net taxable gains. We also obtain cash to fund investments or general corporate activities from the issuance of securities and our revolving line of credit. These principal sources and uses of cash and liquidity are presented below (in thousands):
 
 
Six Months Ended June 30,
 
 
2020
 
2019
Cash from net investment income
 
$
1,619

 
$
7,239

Net (purchases and originations)/repayments and sales of portfolio investments
 
44,253

 
(51,642
)
Net cash provided (used) in operating activities
 
45,872

 
(44,403
)
 
 
 
 
 
Distributions paid to stockholders(1)
 
(6,728
)
 
(8,976
)
Net borrowings under lines of credit
 
(4,700
)
 
26,250

Repayment of SBA debentures
 
(16,110
)
 

Other financing
 

 
(1,639
)
Net cash provided (used) by financing activities
 
(27,538
)
 
15,635

Increase (decrease) in cash
 
$
18,334

 
$
(28,768
)

69


(1)
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. See "Item 1–Financial Statements–Note 10."
Cash from net investment income
Cash from net investment income decreased $5.6 million for the six months ended June 30, 2020, compared to the six months ended June 30, 2019, principally due to an decrease in collected net interest and fee income of $2.3 million and increase in interest expense paid of $4.1 million, offset by an decrease in fees paid to OFS Advisor and affiliates of $0.1 million, as well as a decrease in other expenses paid of $0.7 million.
Net (purchases and originations)/repayments and sales of portfolio investments
During the six months ended June 30, 2020, net purchases and originations of portfolio investments were primarily due to $80.2 million of cash we used to purchase portfolio investments, offset by $124.5 million of cash we received from amortized cost repayments and sales on our portfolio investments. During the six months ended June 30, 2019, net purchases were due to $90.2 million of cash we used to purchase portfolio investments, offset by $38.7 million of cash we received from principal payments and sales on our portfolio investments. See "—Portfolio Composition and Investment ActivityInvestment Activity."
Net cash provided (used) in operating activities
Net cash provided (used) in operating activities increased $90.3 million for the six months ended June 30, 2020, compared to the six months ended June 30, 2019, primarily due to the sale of OFSCC-FS securities and an additional $47.0 million increase in principal payments due to loan payoffs. Cash flow provided in operating activities was reduced by $1.0 million as a result of deferrals of interest payments and the rescheduling of an amortization payment. Ninety-six percent of our performing loans as of March 31, 2020 paid interest for the second quarter of 2020.
Borrowings
SBA Debentures
SBIC I LP has a SBIC license that allows it to obtain leverage by issuing SBA-guaranteed debentures, subject to issuance of a capital commitment by the SBA and customary procedures. These debentures are non-recourse to us, and bear interest payable semi-annually, and each debenture has a maturity date that is ten years following issuance. The interest rate was fixed at the first pooling date after issuance, which was March and September of each year, at a market-driven spread over U.S. Treasury Notes with ten-year maturities. SBA regulations currently limit the amount that an SBIC may borrow up to a maximum of $150 million when it has at least $75 million in regulatory capital, receives a leverage commitment from the SBA and has been through an examination by the SBA subsequent to licensing. As of June 30, 2020 and 2019, SBIC I LP had outstanding debentures of $133.8 million and $149.9 million, respectively.
On a stand-alone basis, SBIC I LP held $236.9 million, and $249.6 million in assets at June 30, 2020, and December 31, 2019, respectively, which accounted for approximately 50% and 46% of the Company’s total consolidated assets, respectively.
As part of our plans to focus on lower-yielding, first lien senior secured loans to larger borrowers, which we believe will improve our overall risk profile, SBIC I LP intends, over time, to repay its outstanding SBA debentures prior to the scheduled maturity dates of its debentures. Under a plan approved by the SBA, we will only make follow-on investments in current portfolio companies held by SBIC I LP. We believe that investing in more senior loans to larger borrowers is consistent with our view of the private loan market and will reduce our overall leverage on a consolidated basis. On March 1, 2020, SBIC I LP prepaid $16.1 million of SBA debentures that were contractually due September 1, 2023, March 1, 2024 and September 1, 2024. We recognized a loss on extinguishment of debt of $0.15 million related to the charge-off of deferred borrowing costs on the prepaid debentures.
SBIC I LP is periodically examined and audited by the SBA’s staff to determine its compliance with SBA regulations. If SBIC I LP fails to comply with applicable SBA regulations, the SBA could, depending on the severity of the violation, limit or prohibit SBIC I LP’s use of debentures, declare outstanding debentures immediately due and payable, and/or limit SBIC I LP from making distributions.
We have received exemptive relief from the SEC effective November 26, 2013, which permits us to exclude SBA guaranteed debentures from the definition of senior securities in the statutory 150% asset coverage ratio under the 1940 Act.

70


PWB Credit Facility
We are party to a BLA with Pacific Western Bank, as lender, to provide us with a senior secured revolving credit facility, or the PWB Credit Facility, which is available for general corporate purposes including investment funding. The maximum availability of the PWB 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 PWB Credit Facility is guaranteed by OFSCC-MB, Inc. and secured by all of our current and future assets, excluding assets held by SBIC I LP, OFSCC-FS and the Company’s partnership interests in SBIC I LP and OFS SBIC I, GP.
On June 26, 2020, we executed the Secured Revolver Amendment to our PWB Credit Facility. The Secured Revolver Amendment, among other things: (i) reduced the Minimum Tangible Net Asset Value (as defined in the Secured Revolver Amendment) covenant from $125.0 million to $100.0 million; (ii) reduced the Minimum Quarterly Net Investment Income (as defined in the Secured Revolver Amendment) covenant from $3.0 million to $2.0 million; (iii) increased the Debt/Worth Ratio (as defined in the Secured Revolver Amendment) covenant from 300% to 350%; and (iv) added a new covenant commencing on June 30, 2020, restricting net losses (defined as income after adjustments to the investment portfolio for gains and losses, realized and unrealized, also shown as net increase (decrease) in net assets resulting from operations) in more than two quarters during the prior four quarters then ended.
As of June 30, 2020, we had $21.1 million outstanding at a variable interest rate of 5.25% per annum, and an unused commitment of $78.9 million under the PWB Credit Facility. On July 29, 2020, we executed an amendment to our BLA with Pacific Western Bank in order to reduce the total commitment under the PWB Credit Facility from $100 million to $50 million. As of July 29, 2020, after giving effect to the reduction, our PWB Credit Facility had an unused commitment of $36.2 million, subject to a borrowing base and other covenants.
The BLA contains customary terms and conditions, including, without limitation, affirmative and negative covenants such as information reporting requirements, a minimum tangible net asset value, a minimum quarterly net investment income after incentive fees, a debt/worth ratio and a net loss restriction. The BLA also contains customary events of default, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, cross-default to other indebtedness, bankruptcy, change in investment advisor, and the occurrence of a material adverse change in our financial condition. As of June 30, 2020, we were in compliance with the applicable covenants under the PWB Credit Facility.
Unsecured Notes
In April 2018, we publicly offered the Unsecured Notes Due April 2025 with aggregate principal of $50.0 million. The total net proceeds to the Company from the Unsecured Notes Due April 2025, after deducting underwriting discounts and offering costs of $1.8 million were $48.2 million. In October and November 2018, the Company publicly offered the Unsecured Notes Due October 2025 with aggregate principal of $48.5 million, which included a partial exercise of the underwriters' overallotment option. The total net proceeds to the Company from the Unsecured Notes Due October 2025, after deducting underwriting discounts and offering expenses of $1.7 million, were $46.8 million. In October and November 2019, we publicly offered the Unsecured Notes Due October 2026 with an aggregate principal of $54.3 million, which included a partial exercise of the underwriters' overallotment option. The total net proceeds to us from the Unsecured Notes Due October 2026, after deducting underwriting discounts and offering costs of $1.9 million were $52.4 million. The issuance of the Unsecured Notes totaled $152.9 million in aggregate principal debt, with net proceeds of $147.4 million to us.
The Unsecured Notes are direct unsecured obligations and rank equal in right of payment with all of our current and future unsecured indebtedness. Because the Unsecured Notes are not secured by any of our assets, they are effectively subordinated to all existing and future secured unsubordinated indebtedness (or any indebtedness that is initially unsecured as to which we subsequently grant a security interest), to the extent of the value of the assets securing such indebtedness, including, without limitation, borrowings under the PWB Credit Facility.
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.

71


As of June 30, 2020, the Unsecured Notes had the following terms and balances (amounts in thousands):
Unsecured Notes
Principal
 
Stated Interest Rate (1)
 
Effective Interest Rate (2)
 
Maturity (3)
 
Interest Expense (4)
Unsecured Notes Due April 2025
$
50,000

 
6.375
%
 
6.88
%
 
4/30/2025
 
$
1,721

Unsecured Notes Due October 2025
48,525

 
6.50
%
 
7.01
%
 
10/31/2025
 
1,700

Unsecured Notes Due October 2026
54,325

 
5.95
%
 
6.49
%
 
10/31/2026
 
1,784

Total
$
152,850

 
 
 
 
 
 
 
$
5,205

(1)
The weighted-average fixed cash interest rate on the Unsecured Notes as of June 30, 2020 was 6.26%.
(2)
The effective interest rate on the Unsecured Notes includes deferred debt issuance cost amortization.
(3)
The Unsecured Notes Due April 2025 may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after April 30, 2020. The Unsecured Notes Due October 2025 may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after October 31, 2020. The Unsecured Notes Due October 2026 may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after October 31, 2021.
(4)
Interest expense includes deferred debt issuance costs amortization.
BNP Facility
On June 20, 2019, OFSCC-FS entered into the BNP Facility, which provides for borrowings in an aggregate principal amount up to $150.0 million, of which $30.7 million was drawn as of June 30, 2020. Borrowings under the BNP Facility will bear interest based on LIBOR for the relevant interest period, plus an applicable spread. The effective interest rate on the BNP Facility was 5.55% at June 30, 2020. The BNP Facility will mature on the earlier of June 20, 2024 or upon certain other events defined in the credit agreement which result in accelerated maturity. Borrowings under the BNP Facility are secured by substantially all of the assets held by OFSCC-FS. The unused commitment under the BNP Facility was $119.4 million as of June 30, 2020. As of June 30, 2020, we were in compliance with the applicable covenants.
On a stand-alone basis, OFSCC-FS held approximately $58.1 million and $92.5 million in assets at June 30, 2020 and December 31, 2019, respectively, which accounted for approximately 12.2% and 17% of our total consolidated assets, respectively.
Other Liquidity Matters 
We expect to fund the growth of our investment portfolio utilizing our current borrowings, follow-on equity offerings, and issuances of senior securities or future borrowings to the extent permitted by the 1940 Act. We cannot assure stockholders that our plans to raise capital will be successful. In addition, we intend to distribute to our stockholders substantially all of our taxable income in order to satisfy the requirements applicable to RICs under Subchapter M of the Code. Consequently, we may not have the funds or the ability to fund new investments or make additional investments in our portfolio companies. The illiquidity of our portfolio investments may make it difficult for us to sell these investments when desired and, if we are required to sell these investments, we may realize significantly less than their recorded value.
In addition, as a BDC, we generally will be required to meet a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities (including SBIC I LP’s SBA-guaranteed debt), to total senior securities, which include all of our borrowings (excluding SBA-guaranteed debt) and any outstanding preferred stock (of which we had none at June 30, 2020), of at least 150%. We received an exemptive order from the SEC to permit us to exclude the debt of SBIC I LP guaranteed by the SBA from the definition of Senior Securities in the statutory asset coverage ratio under the 1940 Act. This requirement limits the amount that we may borrow. To fund growth in our investment portfolio in the future, we anticipate the need to raise additional capital from various sources, including the equity markets and the securitization or other debt-related markets, which may or may not be available on favorable terms, if at all.
On May 3, 2018, our Board, including a required majority (as such term is defined in Section 57(o) of the 1940 Act) thereof, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the SBCAA. As a result, our minimum required asset coverage ratio decreased from 200% to 150%, effective May 3, 2019.
On May 22, 2018, the Board authorized the Stock Repurchase Program under which we could acquire up to $10.0 million of our outstanding common stock through the two-year period ending May 22, 2020. On May 4, 2020, the Board extended the Stock Repurchase Program for an additional two-year period. Under the extended Stock Repurchase Program, we are authorized to repurchase shares in open-market transactions, including through block purchases, depending on prevailing market conditions and other factors. We expect the Stock Repurchase Program to be in place through May 22, 2022, or until the

72


approved dollar amount has been used to repurchase shares. The Stock Repurchase Program does not obligate us to acquire any specific number of shares, and all repurchases will be made in accordance with SEC Rule 10b-18, which sets certain restrictions on the method, timing, price and volume of stock repurchases. The Stock Repurchase Program may be extended, modified or discontinued at any time for any reason. We have provided our stockholders with notice of our intention to repurchase shares of our common stock in accordance with 1940 Act requirements. We retire all shares of common stock that we purchased in connection with the Stock Repurchase Program. No shares of common stock were repurchased during the three months ended June 30, 2020.
As of June 30, 2020, the aggregate amount outstanding of the senior securities issued by us was $204.6 million, for which our asset coverage was 166%. The Small Business Administration Debentures are not subject to the asset coverage requirements of the 1940 Act as a result of exemptive relief granted to us by the SEC effective November 26, 2013. 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.
Contractual Obligations and Off-Balance Sheet Arrangements
The following table shows our contractual obligations as of June 30, 2020 (in thousands):
 

Payments due by period
Contractual Obligation (1)

Total

Less than
year

1-3 years (2)

3-5 years (2)

After 5
years (2)
PWB Credit Facility

$
21,100

 
$
21,100

 
$

 
$

 
$

Unsecured Notes
 
152,850

 

 

 
50,000

 
102,850

SBA Debentures

133,770

 

 
14,000

 
97,185

 
22,585

BNP Facility
 
30,650

 

 

 
30,650

 

Total

$
338,370

 
$
21,100

 
$
14,000

 
$
177,835

 
$
125,435

(1)
Excludes commitments to extend credit to our portfolio companies.
(2)
The PWB Credit Facility is scheduled to mature on February 28, 2021. The SBA debentures are scheduled to mature between September 2022 and 2025. SBIC I LP intends, over time, to repay outstanding SBA debentures prior to the scheduled maturity dates of its debentures. The Unsecured Notes are scheduled to mature between April 2025 and October 2026. The BNP Facility is scheduled to mature on June 20, 2024.
We continue to believe our long-dated financing, with approximately 90% of our total debt contractually maturing in 2024 and beyond, affords us operational flexibility.
We have entered into contracts with third parties under which we have material future commitments—the Investment Advisory Agreement, pursuant to which OFS Advisor has agreed to serve as our investment adviser, and the Administration Agreement, pursuant to which OFS Services has agreed to furnish us with the facilities and administrative services necessary to conduct our day-to-day operations.
We may become a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. We had $4.3 million in unfunded commitments to two portfolio companies at June 30, 2020. We continue to believe that we have sufficient levels of liquidity to support our existing portfolio companies and will meet these unfunded commitments by using our cash on hand or utilizing our available borrowings under the PWB Credit Facility.
Distributions
We are taxed as a RIC under the Code. In order to maintain our status as a RIC, we are required to distribute annually to our stockholders at least 90% of our ICTI, as defined by the Code. Additionally, to avoid a 4% excise tax on undistributed earnings we are required to distribute each calendar year the sum of (i) 98% of our ordinary income for such calendar year (ii) 98.2% of our net capital gains for the one-year period ending October 31 of that calendar year, and (iii) any income recognized, but not distributed, in preceding years and on which we paid no federal income tax. Maintenance of our RIC status also requires adherence to certain source of income and asset diversification requirements. Generally, a RIC is entitled to deduct dividends it pays to its stockholders from its income to determine “taxable income.” Taxable income includes our taxable interest, dividend and fee income, and taxable net capital gains. Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation, as gains or losses are not included in taxable income until they are realized. In addition, gains realized for financial reporting purposes may differ from gains included in taxable income as a result of our election to recognize gains using installment sale treatment, which generally results in the deferment of gains for tax purposes until notes or other amounts, including amounts held in escrow, received as consideration from the sale of

73


investments are collected in cash. Taxable income includes non-cash income, such as changes in accrued and reinvested interest and dividends, which includes contractual PIK interest, and the amortization of discounts and fees. Cash collections of income resulting from contractual PIK interest and dividends or the amortization of discounts and fees generally occur upon the repayment of the loans or debt securities that include such items. Non-cash taxable income is reduced by non-cash expenses, such as realized losses and depreciation, and amortization expense.
Our board of directors maintains a variable dividend policy with the objective of distributing four quarterly distributions in an amount not less than 90-100% of our taxable quarterly income or potential annual income for a particular year. In addition, at the end of the year, we may also pay an additional special dividend, or fifth dividend, such that we may distribute approximately all of our annual taxable income in the year it was earned, while maintaining the option to spill over our excess taxable income to a following year. Each year, a statement on Form 1099-DIV identifying the source of the distribution is mailed to the Company’s stockholders. Generally, a RIC is entitled to deduct dividends it pays to its stockholders from its income to determine “taxable income.” Taxable income includes our taxable interest, dividend and fee income, and taxable net capital gains. Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation, as gains or losses are not included in taxable income until they are realized. In addition, gains realized for financial reporting purposes may differ from gains included in taxable income as a result of our election to recognize gains using installment sale treatment, which generally results in the deferment of gains for tax purposes until notes or other amounts, including amounts held in escrow, received as consideration from the sale of investments are collected in cash. Taxable income includes non-cash income, such as changes in accrued and reinvested interest and dividends, which includes contractual PIK interest, and the amortization of discounts and fees. Cash collections of income resulting from contractual PIK interest and dividends or the amortization of discounts and fees generally occur upon the repayment of the loans or debt securities that include such items. Non-cash taxable income is reduced by non-cash expenses, such as realized losses and depreciation, and amortization expense.
Recent Developments
On July 28, 2020, our Board declared a distribution of $0.17 per share for the third quarter of 2020, payable on September 30, 2020 to stockholders of record as of September 23, 2020.
We evaluated events subsequent to June 30, 2020 through July 30, 2020. On March 11, 2020, the World Health Organization declared the novel coronavirus as a pandemic, and on March 13, 2020 the United States declared a national emergency with respect to the COVID-19 pandemic. The outbreak of the COVID-19 pandemic has severely impacted global economic activity and caused significant volatility and negative pressure in financial markets. The global impact of the outbreak has been rapidly evolving and many countries, including the United States, have reacted by instituting quarantines, mandating business and school closures and restricting travel. Such actions have created, and may continue to create, disruption in global supply chains and adversely impact a number of industries. The outbreak could have a continued adverse impact on economic and market conditions on a global scale. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of the ongoing COVID-19 pandemic. Nevertheless, the COVID-19 pandemic presents material uncertainty and risks with respect to the underlying value of our portfolio companies, our business, financial condition, results of operations and cash flows, such as the potential negative impact to financing arrangements, increased costs of operations, changes in law and/or regulation, and uncertainty regarding government and regulatory policy. Further, the operational and financial performance of the portfolio companies in which we make investments have been, and may continue to be, significantly impacted by the COVID-19 pandemic, which in turn has, and may continue to have, an impact on the valuation of our investments.
Accordingly, we cannot predict the extent to which our business, financial condition, results of operations and cash flows will be affected at this time. The potential impact to our results will depend to a large extent on future developments and new information that may emerge regarding the duration and severity of the COVID-19 pandemic and the actions taken by authorities and other entities to contain the coronavirus or treat its impact, all of which are beyond our control.


Item 3. Quantitative and Qualitative Disclosures About Market Risk
Uncertainty with respect to the economic effects of the COVID-19 outbreak has introduced significant volatility in the financial markets, and the effect of the volatility could materially impact our market risks, including those listed below. We are subject to financial market risks, including changes in interest rates. For additional information concerning the COVID-19 outbreak and its potential impact on our business and our operating results, see Part II - Other information, Item 1A. Risk Factors. As of June 30, 2020, 87% of our debt investments bore interest at floating interest rates, at fair value. The interest rates on our debt investments bearing floating interest rates are usually based on a floating LIBOR, and the debt investments

74



typically contain interest rate re-set provisions that adjust applicable interest rates to current market rates on a periodic basis. A significant portion of our loans that are subject to the floating LIBOR rates are also subject to a minimum base rate, or floor, that we charge on our loans if the current market rates are below the respective floors. As of June 30, 2020, a majority of our floating rate loans were based on a floating LIBOR, subject to its floor.
Our outstanding SBA debentures and Unsecured Notes bear interest at fixed rates. Our PWB Credit Facility and BNP Facility have floating interest rate provisions based on the Prime Rate and LIBOR, respectively, with effective interest rates of 5.64% and 5.55%, respectively, as of June 30, 2020.
Assuming that the interim and unaudited consolidated balance sheet as of June 30, 2020 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following tables show the annualized impact of hypothetical changes in interest rate indices (in thousands).
Basis point increase

Interest income

Interest expense

Net increase
25

$
359


$
(137
)

$
222

50

1,100


(292
)

808

75

2,470


(447
)

2,023

100

4,125


(656
)

3,469

125

5,832


(919
)

4,913

Basis point decrease

Interest income

Interest expense

Net decrease
25

$
(353
)

$
111


$
(242
)
50

(353
)

111


(242
)
75

(353
)

111


(242
)
100

(353
)

111


(242
)
125

(353
)

111


(242
)

Item 4. Controls and Procedures
Controls and Procedures 
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2020. The term “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the foregoing evaluation of our disclosure controls and procedures as of June 30, 2020, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting 
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended June 30, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


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PART II—OTHER INFORMATION
Item 1. Legal Proceedings
We, OFS Advisor and OFS Services, are not currently subject to any material pending legal proceedings threatened against us as of June 30, 2020. From time to time, we may be a party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights under contracts with our portfolio companies. Furthermore, third parties may try to seek to impose liability on us in connection with the activities of our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our business, financial condition, results of operations or cash flows.
Item 1A. Risk Factors
Investing in our common stock may be speculative and involves a high degree of risk. In addition to the other information contained in this Quarterly Report on Form 10-Q, including our financial statements, and the related notes, schedules and exhibits, you should carefully consider the risk factors described in "Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and in "Part II, Item 1A. Risk Factors" in our Quarterly Report in Form 10-Q for the quarter ended March 31, 2020 (the "First Quarter 10-Q"), which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K and First Quarter 10-Q are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
Other than the risks described below, there have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019 and First Quarter 10-Q. However, the risks below and disclosed in our Annual Report on Form 10-K and First Quarter 10-Q, may be, and will continue to be, heightened or exacerbated by the COVID-19 pandemic and any worsening of the economic environment. The risks previously disclosed in our Annual Report on Form 10-K and First Quarter 10-Q should be read together with the other information disclosed elsewhere in this Quarterly Report on Form 10-Q and our other reports filed with the SEC.
We have been, and will continue to be, adversely impacted by the outbreak of COVID-19 and a potential worsening of the pandemic.
The COVID-19 pandemic has caused a sharp global slowdown of economic activity resulting in a recession, a steep increase in unemployment in the U.S., and significant volatility and disruption of financial markets. Health advisors warn that a “second wave” of the pandemic is possible if reopening is pursued too soon or in the wrong manner, which may negatively affect or exacerbate the global economy, the United States economy and the global financial markets. The pandemic had a significant adverse impact on us during the first quarter of 2020, continues to have an adverse impact us during the second quarter of 2020 and is expected to continue to adversely impact our company beyond second-quarter 2020. Because the pandemic is unprecedented in recent history, and its severity, duration and future economic consequences are difficult to predict, we cannot predict its future impact on us with any certainty.
Uncertainty relating to the LIBOR calculation process and transition timing may adversely affect the value of any portfolio of LIBOR-indexed, floating-rate debt securities.
Uncertainty relating to the LIBOR calculation process may adversely affect the value of any portfolio of LIBOR-indexed, floating-rate debt securities. Concerns have been publicized that some of the member banks surveyed by the British Bankers' Association (“BBA”) in connection with the calculation of LIBOR across a range of maturities and currencies may have been under-reporting or otherwise manipulating the inter-bank lending rate applicable to them in order to profit on their derivatives positions or to avoid an appearance of capital insufficiency or adverse reputational or other consequences that may have resulted from reporting inter-bank lending rates higher than those they actually submitted. A number of BBA member banks have entered into settlements with their regulators and law enforcement agencies with respect to alleged manipulation of LIBOR, and investigations by regulators and governmental authorities in various jurisdictions are ongoing. Actions by the BBA, regulators or law enforcement agencies may result in changes to the manner in which LIBOR is determined. Uncertainty as to the nature of such potential changes may adversely affect the market for LIBOR-based securities, including our potential portfolio of LIBOR-indexed, floating-rate debt securities. In addition, any further changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market for LIBOR-based securities or the value of our potential portfolio of LIBOR indexed, floating-rate debt securities.
On July 27, 2017, the United Kingdom’s Financial Conduct Authority (the “FCA”), which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. It is expected that a transition away from the widespread use of LIBOR to alternative rates will occur over the course of the next several years. As a result of this transition, interest rates on financial instruments tied to LIBOR rates, as well as the revenue and expenses associated with those financial instruments, may

76


be adversely affected. Further, any uncertainty regarding the continued use and reliability of LIBOR as a benchmark interest rate could adversely affect the value of our financial instruments tied to LIBOR rates. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is considering replacing U.S. dollar LIBOR with a new index calculated by short term repurchase agreements, backed by Treasury securities, called the Secured Overnight Financing Rate (“SOFR”). The first publication of SOFR was released in April 2018. Whether or not SOFR attains market traction as a LIBOR replacement remains a question and the future of LIBOR at this time is uncertain.
Additionally, on July 12, 2019 the Staff of the SEC’s Division of Corporate Finance, Division of Investment Management, Division of Trading and Markets, and Office of the Chief Accountant issued a statement about the potentially significant effects on financial markets and market participants when LIBOR is discontinued in 2021 and no longer available as a reference benchmark rate. The Staff encouraged all market participants to identify contracts that reference LIBOR and begin transitions to alternative rates. On December 30, 2019, the SEC’s Chairman, Division of Corporate Finance and Office of the Chief Accountant issued a statement to encourage audit committees in particular to understand management’s plans to identify and address the risks associated with the elimination of LIBOR, and, specifically, the impact on accounting and financial reporting and any related issues associated with financial products and contracts that reference LIBOR, as the risks associated with the discontinuation of LIBOR and transition to an alternative reference rate will be exacerbated if the work is not completed in a timely manner.
In addition, on March 25, 2020, the FCA stated that although the central assumption that firms cannot rely on LIBOR being published after the end of 2021 has not changed, the outbreak of COVID-19 has impacted the timing of many firms’ transition planning, and the FCA will continue to assess the impact of the COVID-19 pandemic on transition timelines and update the marketplace as soon as possible. It is unclear if after 2021 LIBOR will cease to exist or if new methods of calculating LIBOR will be established such that it continues to exist after 2021.
The elimination of LIBOR or any other changes or reforms to the determination or supervision of LIBOR could have an adverse impact on the market for or value of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us, or on our overall financial condition or results of operations. If LIBOR ceases to exist, we may need to renegotiate the credit agreements extending beyond 2021 with our portfolio companies that utilize LIBOR as a factor in determining the interest rate to replace LIBOR with the new standard that is established.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three month period ended June 30, 2020, we issued 7,165 shares of common stock to stockholders in connection with our DRIP. These issuances were not subject to the registration requirements of the Securities Act. The aggregate value of the shares of our common stock issued under our distribution reinvestment plan was approximately $32,385.
Issuer Purchases of Equity Securities
On May 22, 2018, the Board authorized the Company to initiate the Stock Repurchase Program under which the Company could acquire up to $10.0 million of its outstanding common stock through the two-year period ending May 22, 2020.
On May 4, 2020, the Board extended the Stock Repurchase Program for an additional two-year period. Under the extended Stock Repurchase Program, the Company is authorized to repurchase shares in open-market transactions, including through block purchases, depending on prevailing market conditions and other factors. The Company expects the Stock Repurchase Program to be in place through May 22, 2022, or until the approved dollar amount has been used to repurchase shares. The Stock Repurchase Program does not obligate the Company to acquire any specific number of shares, and all repurchases will be made in accordance with SEC Rule 10b-18, which sets certain restrictions on the method, timing, price and volume of stock repurchases. The Stock Repurchase Program may be extended, modified or discontinued at any time for any reason. The Company retires all shares of common stock that it purchases in connection with the Stock Repurchase Program.

77



During the three months ended June 30, 2020, we repurchased -0- shares of common stock on the open market for under the Stock Repurchase Program. The following table provides information regarding the Stock Repurchase Program (amount in thousands except shares):
Period
 
Total Number of Shares Purchased (1)
 
Cost of Shares Purchased
 
Average Price Paid Per Share
 
Maximum Number (or Appropriate Dollar Value) of Shares that May Yet Be Purchased Under the Stock Repurchase Program
May 22, 2018 through June 30, 2018
 

 
$

 
$

 
$
10,000

July 1, 2018 through September 30, 2018
 

 
$

 
$

 
$
10,000

October 1, 2018 through December 31, 2018
 
300

 
$
3

 
$
10.29

 
$
9,997

January 1, 2019 through March 31, 2019
 

 
$

 
$

 
$
9,997

April 1, 2019 through June 30, 2019
 

 
$

 
$

 
$
9,997

July 1, 2019 through September 30, 2019
 

 
$

 
$

 
$
9,997

October 1, 2019 through December 31, 2019
 

 
$

 
$

 
$
9,997

January 1, 2020 through March 31, 2020
 

 
$

 
$

 
$
9,997

April 1, 2020 through June 30, 2020
 

 
$

 
$

 
$
9,997

(1)
Excludes shares purchased on the open market and reissued in order to satisfy the DRIP obligation.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Amendment to Senior Secured Revolving Credit Facility
On July 29, 2020, the Company executed an amendment (the “Amendment”) to its BLA with Pacific Western Bank in order to reduce the total commitment under the PWB Credit Facility from $100,000,000 to $50,000,000. The Company expects to benefit from a reduction in the unused commitment fee of 0.50% on any unused portion of the total commitment over $15,000,000. As of July 29, 2020, the Company had $13.8 million outstanding under the PWB Credit Facility. There were no reduction penalties incurred by the Company in connection with the Amendment.
The foregoing description of the Amendment is not complete and is qualified in its entirety by the text of such Amendment, which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q and is incorporated by reference herein.


78


Item 6. Exhibits
Listed below are the exhibits that are filed as part of this report (according to the number assigned to them in Item 601 of Regulation S-K):
 
 
 
Incorporated by Reference
 
Exhibit
Number
 
Description
Form and SEC File No.
Filing Date with SEC
Filed with this 10-Q
 
 
 
 
 
 
10.1
 
Form 8-K
July 2, 2020
 
 
 
 
 
 
 
10.2
 
 
 
*
 
 
 
 
 
 
31.1
 
 
 
*
 
 
 
 
 
 
31.2
 
 
 
*
 
 
 
 
 
 
32.1
 
 
 
 
 
 
 
 
 
32.2
 
 
 
*
Filed herewith
Furnished herewith


79


SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Dated: July 31, 2020
OFS CAPITAL CORPORATION
 
 
 
 
By:
/s/ Bilal Rashid
 
Name:
Bilal Rashid
 
Title:
Chief Executive Officer
 
 
 
 
By:
/s/ Jeffrey A. Cerny
 
Name:
Jeffrey A. Cerny
 
Title:
Chief Financial Officer

80
Exhibit




AMENDMENT NUMBER TWO TO BUSINESS LOAN AGREEMENT

THIS AMENDMENT NUMBER TWO TO BUSINESS LOAN AGREEMENT (this “Amendment”), dated as of July 29, 2020, is entered into among PACIFIC WESTERN BANK, a California state-chartered bank (“Lender”), and OFS CAPITAL CORPORATION, a Delaware corporation (“Borrower”), in light of the following facts:
RECITALS
WHEREAS, Borrower and Lender have previously entered into that certain Business Loan Agreement, dated April 10, 2019 (as amended to the date hereof, the “Loan Agreement”); and
WHEREAS, Lender and Borrower have agreed to amend the Loan Agreement to reduce the maximum principal cap on the revolving line of credit provided thereunder, on the terms and conditions set forth herein.
NOW, THEREFORE, the parties agree as follows:
1.DEFINITIONS. All terms which are defined in the Loan Agreement shall have the same definition when used herein unless a different definition is ascribed to such term under this Amendment, in which case, the definition contained herein shall govern.

2.AMENDMENT TO LOAN AGREEMENT. The Loan Agreement is hereby amended as follows:
(a)All references in the Loan Agreement, Note and other Related Documents to the $100,000,000 maximum principal cap on the revolving line of credit provided thereunder is hereby changed to and shall be $50,000,000, which shall continue to be subject to the other limitations and terms and conditions set forth therein.

(b)The following provision on page 1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

Unused Commitment Fee. Any unused portion of the $50,000,000.00 commitment, in an amount over $15,000,000.00, shall be subject to a monthly fee of 0.50% (one-half percentage point per annum).”
 
3.CONDITIONS PRECEDENT. Each of the following is a condition precedent to the effectiveness of this Amendment:

(a)Lender shall have received a fully executed original of this Amendment, together with the Guarantor Reaffirmation attached; and

(b)Lender shall have received all legal fees incurred by it in connection with this Amendment.







4.REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Lender that all representations and warranties of Borrower set forth in the Loan Agreement are true, complete and accurate as of the date hereof.

5.LIMITED EFFECT. Except for the specific amendment contained in this Amendment, the Loan Agreement shall remain unchanged and in full force and effect.

6.COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute but one and the same Amendment. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment. This Amendment shall become effective upon the execution of this Amendment by each of the parties hereto.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOWS]







IN WITNESS WHEREOF, Borrower and Lender have executed this Amendment as of the date first written above.
 
OFS CAPITAL CORPORATION, a Delaware corporation, as Borrower

 
 
 
 
By:
/s/ Jeffrey A. Cerny
 
 
Jeffrey A. Cerny, CFO







 
PACIFIC WESTERN BANK
 
 
 
 
By:
/s/ Todd Savitz
 
 
Todd Savitz, Senior Vice President













GUARANTOR’S REAFFIRMATION
The undersigned has executed a Commercial Guaranty dated April 10, 2019 in favor of PACIFIC WESTERN BANK ("Lender") respecting the obligations of OFS CAPITAL CORPORATION ("Borrower"), owing to Lender (the “Guaranty”). The undersigned acknowledges the terms of the above Amendment and reaffirms and agrees that: its Guaranty remains in full force and effect; nothing in such Guaranty obligates Lender to notify the undersigned of any changes in the financial accommodations made available to Borrower or to seek reaffirmations of such Guaranty; and no requirement to so notify the undersigned or to seek reaffirmations in the future shall be implied by the execution of this reaffirmation; references to the "Loan Agreement" in such Guaranty include amendments and restatements from time to time to and of such agreement, including the amendments being made concurrently herewith.
Dated as of July 29, 2020
 
 
 
OFSCC-MB, INC, a Delaware corporation, as Guarantor
 
 
 
 
By:
/s/ Jeffrey A. Cerny
 
 
Jeffrey A. Cerny, CFO








Exhibit


Exhibit 31.1
 
Certification of Chief Executive Officer
 
I, Bilal Rashid, Chief Executive Officer of OFS Capital Corporation certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of OFS Capital Corporation;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provided reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Dated this 31st day of July, 2020.
 
By:
/s/ Bilal Rashid
 
 
Bilal Rashid
 
 
Chief Executive Officer
 



Exhibit


Exhibit 31.2
 
Certification of Chief Financial Officer
 
I, Jeffrey A. Cerny, Chief Financial Officer of OFS Capital Corporation certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of OFS Capital Corporation;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provided reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Dated this 31st day of July, 2020.
 
By:
/s/ Jeffrey A. Cerny
 
 
Jeffrey A. Cerny
 
 
Chief Financial Officer
 



Exhibit


Exhibit 32.1
 
Certification of Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350 , as adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q for the period ended June 30, 2020 (the “Report”) of OFS Capital Corporation (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Bilal Rashid, the Chief Executive Officer of the Registrant, hereby certify, to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, that:
 
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
 
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
 
 
 
/s/ Bilal Rashid
 
Name:
Bilal Rashid
 
Date:
July 31, 2020



Exhibit


Exhibit 32.2
 
Certification of Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350 , as adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q for the period ended June 30, 2020 (the “Report”) of OFS Capital Corporation (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Jeffrey A. Cerny, the Chief Financial Officer of the Registrant, hereby certify, to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, that:
 
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
 
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
 
 
 
/s/ Jeffrey A. Cerny
 
Name:
Jeffrey A. Cerny
 
Date:
July 31, 2020