Item 8. Financial Statements and Supplementary Data
ITEM 8. Financial Statements
Index to Financial Statements
Reports of Independent Registered Public Accounting Firms
101
Consolidated Statements of Assets and Liabilities as of December 31, 2020 and 2019
104
Consolidated Statements of Operations for the Years Ended December 31, 2020, 2019, and 2018
105
Consolidated Statements of Changes in Net Assets for the Years Ended December 31, 2020, 2019, and 2018
106
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019, and 2018
107
Consolidated Schedules of Investments as of December 31, 2020 and 2019
108
Notes to Consolidated Financial Statements
132
100
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
OFS Capital Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of assets and liabilities of OFS Capital Corporation and subsidiaries (the Company), including the consolidated schedules of investments, as of December 31, 2020 and 2019, the related consolidated statements of operations, changes in net assets, and cash flows for each of the years in the two‑year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations, changes in its net assets and its cash flows for each of the years in the two‑year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting as of December 31, 2020. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Such procedures also included confirmation of investments owned as of December 31, 2020 and 2019, by correspondence with custodians, agents, or portfolio companies, or by other appropriate auditing procedures where replies were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of the fair value of Portfolio Company Investments using unobservable inputs
As discussed in Notes 2 and 5 to the consolidated financial statements, the Company measures its investments at fair value. For those investments where the valuation is based on less observable or unobservable inputs, the Company’s determination of fair value requires more judgment. The majority of the Company’s investments are debt or equity investments in a portfolio company, excluding Structured Finance Notes, (collectively, Portfolio Company Investments) valued using unobservable inputs which the Company measures using either the income approach or market approach. As of December 31, 2020, the fair value of such investments was $363.7 million.
We identified the evaluation of the fair value of Portfolio Company Investments valued using unobservable inputs as a critical audit matter. In particular, assessing the discount rates used in the discounted cash flows valuation technique and the earnings metric multiples used in the market approach valuation technique required a high degree of auditor judgment and the involvement of valuation professionals.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design of certain internal controls related to the fair value of Portfolio Company Investments using unobservable inputs. This included controls related to the development of the discount rates and earnings metric multiples used in the discounted cash flows and market approach valuation techniques, respectively. For a selection of Portfolio Company Investments, we compared relevant data elements used by the Company to derive the discount rates and earnings metric multiples to
101
underlying documentation. We involved valuation professionals with specialized skills and knowledge who assisted in evaluating a selection of Portfolio Company Investments by developing:
- a market yield analysis that assessed publicly available market information such as observable market yields of comparable companies of similar credit quality for selected Portfolio Company Investments fair valued by the Company using the income approach
- a set of guideline public companies that assessed market information from publicly available sources, including earnings metric multiples of publicly traded comparable companies for selected Portfolio Company Investments fair valued by the Company using the market approach
- a fair value range for the selected Portfolio Company Investments, based upon the independent market research performed and compared the results to the Company’s fair value estimates.
/s/ KPMG LLP
We have served as the Company’s auditor since 2019.
Chicago, Illinois
March 5, 2021
102
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
OFS Capital Corporation
Chicago, Illinois
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of operations, changes in net assets, and cash flows of OFS Capital Corporation (the “Company”) for the year ended December 31, 2018, and the related notes, including the financial highlights for each of the three years in the period ended December 31, 2018 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2018, and the results of its operations, the changes in its net assets, and its cash flows for the year ended December 31, 2018 , and the financial highlights for each of the three years in the period ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ BDO USA, LLP
We served as the Company’s auditor from 2014 to 2019.
Chicago, Illinois
March 15, 2019
103
OFS Capital Corporation and Subsidiaries
Consolidated Statements of Assets and Liabilities
(Dollar amounts in thousands, except per share data)
December 31,
2020 2019
Assets
Investments, at fair value
Non-control/non-affiliate investments (amortized cost of $363,628 and $396,201 respectively) $ 328,665 $ 372,535
Affiliate investments (amortized cost of $86,484 and $131,950, respectively) 102,846 135,679
Control investment (amortized cost of $10,911 and $10,520, respectively) 10,812 8,717
Total investments at fair value (amortized cost of $461,023 and $538,671, respectively) 442,323 516,931
Cash and cash equivalents 37,708 13,447
Interest receivable 1,298 3,349
Prepaid expenses and other assets 2,484 4,461
Total assets $ 483,813 $ 538,188
Liabilities
Revolving line of credits $ 32,050 $ 56,450
SBA debentures (net of deferred debt issuance costs of $1,088 and $1,904, respectively) 104,182 147,976
Unsecured notes (net of discounts and deferred debt issuance costs of $4,897 and $4,798, respectively) 172,953 148,052
Interest payable 3,176 3,505
Payable to investment adviser and affiliates (Note 3) 3,252 4,106
Payable for investments purchased 8,411 10,264
Accrued professional fees 495 621
Other liabilities 338 587
Total liabilities $ 324,857 $ 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 December 31, 2020 and December 31, 2019, respectively $ — $ —
Common stock, par value of $0.01 per share, 100,000,000 shares authorized, 13,409,559 and 13,376,836 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively 134 134
Paid-in capital in excess of par 187,124 187,305
Total distributable earnings (accumulated losses) (28,302) (20,812)
Total net assets $ 158,956 $ 166,627
Total liabilities and net assets $ 483,813 $ 538,188
Number of shares outstanding 13,409,559 13,376,836
Net asset value per share $ 11.85 $ 12.46
See Notes to Consolidated Financial Statements.
104
OFS Capital Corporation and Subsidiaries
Consolidated Statements of Operations
(Dollar amounts in thousands, except per share data)
Years Ended December 31,
2020 2019 2018
Investment income
Interest income:
Non-control/non-affiliate investments $ 33,297 $ 37,535 $ 27,547
Affiliate investments 7,380 10,364 10,055
Control investment 840 1,003 1,005
Total interest income 41,517 48,902 38,607
Payment-in-kind interest and dividend income:
Non-control/non-affiliate investments 981 399 668
Affiliate investments 674 1,257 1,321
Control investment 377 169 110
Total payment-in-kind interest and dividend income: 2,032 1,825 2,099
Dividend income:
Affiliate investments 450 413 130
Control investment — 89 185
Total dividend income 450 502 315
Fee income:
Non-control/non-affiliate investments 945 1,029 987
Affiliate investments 465 221 760
Control investment 66 42 66
Total fee income 1,476 1,292 1,813
Total investment income 45,475 52,521 42,834
Expenses
Interest and financing expense 18,808 15,829 9,232
Management fees 7,605 8,271 6,335
Incentive fees 2,025 4,760 4,409
Professional fees 1,993 1,814 1,245
Administration fees 1,855 1,747 1,601
Other expenses 1,335 1,002 1,649
Total expenses before incentive fee waivers 33,621 33,423 24,471
Incentive fee waivers (see Note 3) (441) — (22)
Total expenses, net of incentive fee waivers 33,180 33,423 24,449
Net investment income 12,295 19,098 18,385
Net realized and unrealized gain (loss) on investments
Net realized loss on non-control/non-affiliate investments (10,021) (3,900) (4,966)
Net realized gain on affiliate investments — — 187
Net unrealized depreciation on non-control/non-affiliate investments, net of deferred taxes (11,020) (9,610) (2,484)
Net unrealized appreciation (depreciation) on affiliate investments 12,633 5,376 (803)
Net unrealized appreciation (depreciation) on control investment 1,704 (1,411) (747)
Net loss on investments (6,704) (9,545) (8,813)
Losses on extinguishment of debt (820) — —
Loss on impairment of goodwill (1,077) — —
Net increase in net assets resulting from operations $ 3,694 $ 9,553 $ 9,572
Net investment income per common share - basic and diluted $ 0.92 $ 1.43 $ 1.38
Net increase in net assets resulting from operations per common share - basic and diluted $ 0.28 $ 0.71 $ 0.72
Distributions declared per common share $ 0.86 $ 1.36 $ 1.73
Basic and diluted weighted average shares outstanding 13,394,005 13,364,244 13,348,203
See Notes to Consolidated Financial Statements.
105
OFS Capital Corporation and Subsidiaries
Consolidated Statements of Changes in Net Assets
(Dollar amounts in thousands, except per share data)
Preferred Stock Common Stock
Number of shares Par value Number of shares Par value Paid-in capital in excess of par Total distributable earnings (accumulated losses) Total net assets
Balances at January 1, 2018 — $ — 13,340,217 $ 133 $ 187,398 $ 805 $ 188,336
Net increase in net assets resulting from operations:
Net investment income — — — — — 18,385 18,385
Net realized losses on investments — — — — — (4,779) (4,779)
Unrealized depreciation on investments, net of deferred taxes — — — — — (4,034) (4,034)
Tax reclassifications of permanent differences — — — — (62) 62 —
Distributions to stockholders:
Common stock issued from reinvestment of stockholder distributions, net of repurchases — — 17,420 1 204 — 205
Repurchase of common stock — — (300) — — — —
Dividends declared — — — — — (23,090) (23,090)
Net increase (decrease) for the year ended December 31, 2018 — — 17,120 1 142 (13,456) (13,313)
Balances at December 31, 2018 — $ — 13,357,337 $ 134 $ 187,540 $ (12,651) $ 175,023
Net increase in net assets resulting from operations:
Net investment income — — — — — 19,098 19,098
Net realized losses on investments — — — — — (3,900) (3,900)
Unrealized depreciation on investments, net of deferred taxes — — — — — (5,645) (5,645)
Tax reclassifications of permanent differences — — — — (462) 462 —
Distributions to stockholders:
Common stock issued from reinvestment of stockholder distributions — — 19,499 — 227 — 227
Dividends declared — — — — — (18,176) (18,176)
Net increase (decrease) for the year ended December 31, 2019 — — 19,499 — (235) (8,161) (8,396)
Balances at December 31, 2019 — $ — 13,376,836 $ 134 $ 187,305 $ (20,812) $ 166,627
Net increase in net assets resulting from operations:
Net investment income — — — — — 12,295 12,295
Net realized losses on investments — — — — — (10,022) (10,022)
Unrealized appreciation on investments, net of deferred taxes — — — — — 3,318 3,318
Loss on extinguishment of debt — — — — — (820) (820)
Loss on impairment of goodwill — — — — — (1,077) (1,077)
Tax reclassifications of permanent differences — — — — (331) 331 —
Distributions to stockholders:
Common stock issued from reinvestment of stockholder distributions — — 32,723 — 150 — 150
Dividends declared — — — — — (11,515) (11,515)
Net increase (decrease) for the year ended December 31, 2020 — — 32,723 — (181) (7,490) (7,671)
Balances at December 31, 2020 — $ — 13,409,559 $ 134 $ 187,124 $ (28,302) $ 158,956
See Notes to Consolidated Financial Statements.
106
OFS Capital Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Dollar amounts in thousands)
Years Ended December 31,
2020 2019 2018
Cash flows from operating activities
Net increase in net assets resulting from operations $ 3,694 $ 9,553 $ 9,572
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
Net realized loss on investments 10,022 3,900 4,779
Net change in unrealized (appreciation) depreciation on investments (3,318) 5,645 4,034
Losses on extinguishment of debt 820 — —
Loss on impairment of goodwill 1,077 — —
Amortization of net loan fees (1,640) (1,424) (2,288)
Amendment fees collected 106 177 161
Payment-in-kind interest and dividend income (1,971) (1,825) (2,099)
Accretion of interest income on Structured Finance Notes (5,877) (2861) —
Amortization and write-off of debt issuance costs 1,690 1,332 781
Amortization of intangible asset 206 195 195
Purchase and origination of portfolio investments (130,399) (222,173) (272,155)
Proceeds from principal payments on portfolio investments 129,580 60,883 100,699
Proceeds from sale or redemption of portfolio investments 70,771 35,033 47,435
Distributions received from Structured Finance Notes 6,709 3,076 —
Changes in operating assets and liabilities:
Interest receivable 2,051 (562) (53)
Interest payable (523) 714 1,195
Payable to investment adviser and affiliates (854) 406 1,237
Payable for investments purchased (1,853) 6,113 4,151
Other assets and liabilities 334 182 1,268
Net cash provided by (used in) operating activities 80,625 (101,636) (101,088)
Cash flows from financing activities
Proceeds from unsecured notes offerings, net of discounts
24,250 52,270 95,446
Distributions paid to stockholders
(11,365) (17,949) (22,895)
Borrowings under revolving line of credit
86,200 151,975 96,500
Repayments under revolving line of credit
(110,600) (107,525) (102,100)
Repayment of SBA debentures (44,610) — —
Payment of deferred financing costs and other financing costs
(239) (1,860) (643)
Net cash provided by (used in) financing activities (56,364) 76,911 66,308
Net increase (decrease) in cash and cash equivalents 24,261 (24,725) (34,780)
Cash and cash equivalents — beginning of year 13,447 38,172 72,952
Cash and cash equivalents — end of year $ 37,708 $ 13,447 $ 38,172
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest
$ 17,641 $ 13,754 $ 7,256
Reinvestment of stockholder distributions
150 227 195
See Notes to Consolidated Financial Statements.
107
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 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
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 $ 14,293 $ 14,167 $ 13,581 8.5 %
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 16,632 16,427 16,798 10.6
Senior Secured Loan (Revolver) (5) n/m (18) (L +6.50%) 2/7/2020 2/7/2025 — (35) (21) —
16,632 16,392 16,777 10.6
Bass Pro Group, LLC (14) (15) Sporting Goods Stores
Senior Secured Loan 5.75% (L +5.00%) 6/24/2019 9/25/2024 2,954 2,907 2,968 1.9
BayMark Health Services, Inc. Outpatient Mental Health and Substance Abuse Centers
Senior Secured Loan 9.25% (L +8.25%) 3/22/2018 3/1/2025 4,000 3,976 4,000 2.5
Community Intervention Services, Inc. (4) (6) (11) Outpatient Mental Health and Substance Abuse Centers
Subordinated Loan 7.00% cash / 6.00% PIK N/A 7/16/2015 1/16/2021 10,225 7,639 105 0.1
Confie Seguros Holdings II Co. Insurance Agencies and Brokerages
Senior Secured Loan 8.73% (L +8.50%) 7/7/2015 11/1/2025 9,678 9,544 9,302 5.9
Connect U.S. Finco LLC (14) (15) Taxi Service
Senior Secured Loan 5.50% (L +4.50%) 11/20/2019 12/11/2026 1,985 1,976 1,997 1.3
Constellis Holdings, LLC (10) Other Justice, Public Order, and Safety Activities
Common Equity (20,628 common shares) 3/27/2020 703 676 0.4
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 3,437 3,390 2.1
108
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments - Continued
December 31, 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
Custom Truck One Source (14) (15) Construction, Mining, and Forestry Machinery and Equipment Rental and Leasing
Senior Secured Loan 4.40% (L +4.25%) 9/30/2020 4/18/2025 $ 497 $ 496 $ 499 0.3 %
Diamond Sports Group, LLC (14) (15) Television Broadcasting
Senior Secured Loan 3.40% (L +3.25%) 11/19/2019 8/24/2026 1,975 1,977 1,758 1.1
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 10,159 10,098 6.4
Eblens Holdings, Inc. (20) Shoe Store
Subordinated Loan (11) 12.00% cash / 1.00% PIK N/A 7/13/2017 1/13/2023 9,114 9,035 4,368 2.7
Common Equity (71,250 Class A units) (10) 7/13/2017 713 — —
9,114 9,748 4,368 2.7
Envocore Holding, LLC (F/K/A LRI Holding, LLC) (4) Electrical Contractors and Other Wiring Installation Contractors
Senior Secured Loan 7.50% cash / 3.50% PIK (L +7.50%) 6/30/2017 6/30/2022 17,150 17,055 12,668 8.0
Preferred Equity (238,095 Series B units) (10) 6/30/2017 300 — —
Preferred Equity (13,315 Series C units) (10) 8/13/2018 13 — —
17,150 17,368 12,668 8.0
Excelin Home Health, LLC Home Health Care Services
Senior Secured Loan 11.50% (L +9.50%) 10/25/2018 4/25/2024 4,250 4,199 4,250 2.7
GGC Aerospace Topco L.P. Other Aircraft Parts and Auxiliary Equipment Manufacturing
Senior Secured Loan 9.75% (L +9.50%) 12/29/2017 9/8/2024 5,000 4,931 4,102 2.6
Common Equity (368,852 Class A units) (10) 12/29/2017 450 166 0.1
Common Equity (40,984 Class B units) (10) 12/29/2017 50 7 —
5,000 5,431 4,275 2.7
Inergex Holdings, LLC Other Computer Related Services
Senior Secured Loan 8.00% (L +7.00%) 10/1/2018 10/1/2024 16,422 16,265 15,913 9.9
Senior Secured Loan (Revolver) (5) n/m (18) (L +7.00%) 10/1/2018 10/1/2024 — (18) 87 0.1
16,422 16,247 16,000 10.0
109
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments - Continued
December 31, 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
Institutional Shareholder Services, Inc. Administrative Management and General Management Consulting Services
Senior Secured Loan 8.75% (L +8.50%) 3/4/2019 3/5/2027 $ 6,244 $ 6,099 $ 6,244 3.9 %
Intouch Midco Inc. (15) All Other Professional, Scientific, and Technical Services
Senior Secured Loan 4.90% (L +4.75%) 12/20/2019 8/24/2025 1,980 1,921 1,905 1.2
I&I Sales Group, LLC Marketing Consulting Services
Senior Secured Loan (15) 9.50% (L +8.50%) 12/30/2020 7/10/2025 5,325 5,232 5,232 3.3
Senior Secured Loan (Revolver) (5) n/m (18) (L +8.50%) 12/30/2020 7/10/2025 — (3) (3) —
5,325 5,229 5,229 3.3
Milrose Consultants, LLC (4) (8) Administrative Management and General Management Consulting Services
Senior Secured Loan 7.62% (L +6.62%) 7/16/2019 7/16/2025 22,574 22,404 22,485 14.0
My Alarm Center, LLC (10) Security Systems Services (except Locksmiths)
Preferred Equity (335 Class Z units) (13) 9/12/2018 325 97 0.1
Preferred Equity (1,485 Class A units), 8% PIK (4) (13) 7/14/2017 1,571 — —
Preferred Equity (1,198 Class B units) (4) 7/14/2017 1,198 — —
Common Equity (64,149 units) (4) (13) 7/14/2017 — — —
3,094 97 0.1
Online Tech Stores, LLC (4) (6) Stationery and Office Supplies Merchant Wholesalers
Subordinated Loan 13.50% PIK N/A 2/1/2018 8/1/2023 18,360 16,129 2,426 1.5
Panther BF Aggregator 2 LP (14) (15) (19) Other Commercial and Service Industry Machinery Manufacturing
Senior Secured Loan 3.65% (L +3.50%) 11/19/2019 4/30/2026 1,939 1,925 1,936 1.2
Parfums Holding Company, Inc. Cosmetics, Beauty Supplies, and Perfume Stores
Senior Secured Loan (14) (15) 4.23% (L +4.00%) 6/25/2019 6/30/2024 1,537 1,536 1,530 1.0
Senior Secured Loan 9.75% (L +8.75%) 11/16/2017 6/30/2025 5,171 5,202 5,171 3.3
6,708 6,738 6,701 4.3
110
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments - Continued
December 31, 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
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 $ 5,994 3.8 %
Pike Corp. (14) (15) Electrical Contractors and Other Wiring Installation Contractors
Senior Secured Loan 3.14% (L +3.00%) 9/17/2020 7/24/2026 469 469 469 0.3
PM Acquisition LLC (20) All Other General Merchandise Stores
Senior Secured Loan 11.50% cash / 2.50% PIK N/A 9/30/2017 10/29/2021 4,780 4,753 4,780 3.0
Common Equity (499 units) (10) (13) 9/30/2017 499 280 0.2
4,780 5,252 5,060 3.2
Quest Software US Holdings Inc. (14) (15) Computer and Computer Peripheral Equipment and Software Merchant Wholesalers
Senior Secured Loan 4.46% (L +4.25%) 6/25/2019 5/16/2025 1,970 1,955 1,942 1.2
Resource Label Group, LLC Commercial Printing (except Screen and Books)
Senior Secured Loan 9.50% (L +8.50%) 6/7/2017 11/26/2023 4,821 4,789 4,812 3.0
Rocket Software, Inc. (15) Software Publishers
Senior Secured Loan 8.46% (L +8.25%) 11/20/2018 11/28/2026 6,275 6,190 6,241 3.9
RPLF Holdings, LLC (10) (13) Software Publishers
Common Equity (254,110 Class A units) 1/17/2018 492 605 0.4
Sentry Centers Holdings, LLC (10) (13) Other Professional, Scientific, and Technical Services
Preferred Equity (2,248 Series A units) 9/4/2020 51 47 —
Preferred Equity (1,603 Series B units) 9/4/2020 160 160 0.1
Common Equity (269 units) 9/4/2020 3 3 —
214 210 0.1
SkyMiles IP Ltd. and Delta Air Lines, Inc. (14) (15) Scheduled Passenger Air Transportation
Senior Secured Loan 4.75 (L +3.75%) 9/15/2020 10/20/2027 500 495 520 0.3
111
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments - Continued
December 31, 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
SourceHOV Tax, Inc. (4) (8) Other Accounting Services
Senior Secured Loan 7.61 (L +6.11%) 3/16/2020 3/16/2025 $ 19,892 $ 19,742 $ 19,988 12.6
Southern Technical Institute, LLC (4) (10) Colleges, Universities, and Professional Schools
Equity appreciation rights 6/27/2018 — 4,295 2.7
Spring Education Group, Inc. (F/K/A SSH Group Holdings, Inc.) Child Day Care Services
Senior Secured Loan 8.50% (L +8.25%) 7/26/2018 7/30/2026 5,216 5,178 4,656 2.9
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 9,875 9,803 9,647 6.1
Senior Secured Loan 6.25% (L +5.25%) 12/31/2020 8/26/2024 1,067 1,056 1,042 0.7
Senior Secured Loan (Revolver) (5) n/m (18) (L +5.00%) 8/26/2019 8/26/2024 — (5) 15 —
10,942 10,854 10,704 6.8
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 1,281 0.8
Staples, Inc. (14) (15) Business to Business Electronic Markets
Senior Secured Loan 5.21% (L +5.00%) 6/24/2019 4/16/2026 2,960 2,891 2,875 1.8
STS Operating, Inc. Industrial Machinery and Equipment Merchant Wholesalers
Senior Secured Loan (14) (15) 5.25% (L +4.25%) 5/16/2018 12/11/2024 625 626 601 0.4
Senior Secured Loan 9.00% (L +8.00%) 5/15/2018 4/30/2026 9,073 9,070 8,578 5.4
9,698 9,696 9,179 5.8
Sunshine Luxembourg VII SARL (14) (15) Pharmaceutical Preparation Manufacturing
Senior Secured Loan 5.00% (L +4.00%) 11/20/2019 9/25/2026 1,980 1,988 1,992 1.3
112
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments - Continued
December 31, 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
Tank Holding Corp. (15) Unlaminated Plastics Profile Shape Manufacturing
Senior Secured Loan (14) 5.50% (L +4.00%) 6/24/2019 3/26/2026 $ 1,975 $ 1,981 $ 1,942 1.2 %
Senior Secured Loan 3.40% (L +3.25%) 12/18/2020 3/26/2026 896 882 882 0.6
2,871 2,863 2,824 1.8
The Escape Game, LLC (4) Other amusement and recreation industries
Senior Secured Loan 9.75% (L +8.75%) 7/18/2019 12/22/2022 7,000 6,973 6,647 4.2
Senior Secured Loan 9.75% (L +8.75%) 12/22/2017 12/31/2021 2,333 2,329 2,216 1.4
Senior Secured Loan 8.00% (L +7.00%) 7/20/2018 12/31/2021 4,667 4,665 4,463 2.8
Senior Secured Loan (Delayed Draw) 9.75% (L +8.75%) 7/20/2018 12/22/2022 7,000 7,000 6,647 4.2
21,000 20,967 19,973 12.6
Truck Hero, Inc. (15) Truck Trailer Manufacturing
Senior Secured Loan 9.25% (L +8.25%) 5/30/2017 4/21/2025 8,174 8,118 8,174 5.1
United Biologics Holdings, LLC (4) (10) Medical Laboratories
Preferred Equity (151,787 units) 4/16/2013 9 26 —
Warrants (29,374 units) 7/26/2012 3/5/2022 (12) 82 12 —
91 38 —
United Natural Foods (14) (15) General Line Grocery Merchant Wholesalers
Senior Secured Loan 4.40% (L +4.25%) 6/9/2020 10/22/2025 286 275 284 0.2
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 6,908 5,476 3.4
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 477 477 479 0.3
Xperi (14) (15) Semiconductor and Related Device Manufacturing
Senior Secured Loan 4.15% (L +4.00%) 6/1/2020 6/1/2025 433 399 434 0.3
Total Debt and Equity Investments $ 306,683 $ 307,768 $ 272,240 171.3 %
113
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments - Continued
December 31, 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
Structured Finance Note Investments
Apex Credit CLO 2020 (7)
Subordinated Notes 14.16% (9) 11/16/2020 11/19/2031 (17) $ 11,080 $9,461 (16) $ 10,006 6.3 %
Dryden 53 CLO, LTD. (7)
Income Notes 16.68% (9) 10/26/2020 1/15/2031 (17) 2,700 1,779 1,967 1.2
Subordinated Notes 16.68% (9) 10/26/2020 1/15/2031 (17) 2,159 1,423 (16) 1,573 1.0
4,859 3,202 3,540 2.2
Dryden 76 CLO, Ltd. (7)
Subordinated Notes 18.68% (9) 9/27/2019 10/20/2032 (17) 2,750 2,282 (16) 2,235 1.4
Elevation CLO 2017-7, Ltd. (7)
Subordinated Notes 12.32% (9) 2/6/2019 7/15/2030 (17) 10,000 6,955 (16) 6,226 3.9
Flatiron CLO 18, Ltd. (7)
Subordinated Notes 20.73% (9) 1/2/2019 4/17/2031 (17) 9,680 7,265 (16) 7,702 4.8
Madison Park Funding XXIII, Ltd. (7)
Subordinated Notes 21.99% (9) 1/8/2020 7/27/2047 (17) 10,000 6,654 (16) 7,129 4.5
Madison Park Funding XXIX, Ltd. (7)
Subordinated Notes 14.22% (9) 12/22/2020 10/18/2047 (17) 9,500 7,529 (16) 7,569 4.8
Monroe Capital MML CLO X, LTD.
Mezzanine bond - Class E 9.08% (L +8.85%) 8/7/2020 8/20/2031 (17) 863 802 838 0.5
Octagon Investment Partners 39, Ltd. (7)
Subordinated Notes 20.81% (9) 1/23/2020 10/20/2030 (17) 7,000 5,173 (16) 5,493 3.5
114
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments - Continued
December 31, 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 6.44% (L +6.22%) 6/5/2020 11/14/2029 (17) $ 100 $ 83 $ 95 0.1 %
Regatta II Funding
Mezzanine bond - Class DR2 7.19% (L +6.95%) 6/5/2020 1/15/2029 (17) 800 695 768 0.5
THL Credit Wind River 2019‐3 CLO Ltd. (7)
Subordinated Notes 14.69% (9) 4/5/2019 4/15/2031 (17) 7,000 5,759 (16) 4,824 3.0
Total Structured Finance Note Investments $ 73,632 $ 55,860 $ 56,425 35.5 %
Total Non-control/Non-affiliate Investments $ 380,315 $ 363,628 $ 328,665 206.8 %
Affiliate Investments
3rd Rock Gaming Holdings, LLC (20) Software Publishers
Senior Secured Loan (6) 8.50% cash / 1.00% PIK (L +7.50%) 3/13/2018 3/12/2023 20,858 19,570 9,258 5.8
Common Equity (2,547,250 units) (10) (13) 3/13/2018 2,547 — —
20,858 22,117 9,258 5.8
Chemical Resources Holdings, Inc. (20) Custom Compounding of Purchased Resins
Senior Secured Loan (4)(8) 9.22% (L +7.72%) 1/25/2019 1/25/2024 13,743 13,630 13,744 8.6
Common Equity (1,832 Class A shares) (10) (13) 1/25/2019 1,814 3,420 2.2
13,743 15,444 17,164 10.8
Contract Datascan Holdings, Inc. (4)(20) Office Machinery and Equipment Rental and Leasing
Preferred Equity (3,061 Series A shares) 10% PIK 8/5/2015 5,849 2,690 1.7
Common Equity (11,273 shares) (10) 6/28/2016 104 46 —
5,953 2,736 1.7
DRS Imaging Services, LLC (20) Data Processing, Hosting, and Related Services
Common Equity (1,135 units) (10) (13) 3/8/2018 1,135 1,749 1.1
115
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments - Continued
December 31, 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) (10)(20) Sporting and Recreational Goods and Supplies Merchant Wholesalers
Subordinated Loan (6) 13.00% (11) N/A 4/17/2015 7/20/2022 $ 6,759 $ 4,764 $ 346 0.2 %
Preferred Equity (3,723 Series A units), 8% PIK 4/17/2015 3,483 — —
Common Equity (15,564 units) 4/17/2015 — — —
6,759 8,247 346 0.2
NeoSystems Corp. (4)(20) Other Accounting Services
Preferred Equity (521,962 convertible shares) 10% PIK 8/14/2014 1,879 2,250 1.4
Pfanstiehl Holdings, Inc. (4)(20)(21) Pharmaceutical Preparation Manufacturing
Common Equity (400 Class A shares) 1/1/2014 217 36,221 22.8
Professional Pipe Holdings, LLC (19) Plumbing, Heating, and Air-Conditioning Contractors
Senior Secured Loan 9.75% cash / 1.50% PIK (L +8.75%) 3/23/2018 3/23/2023 6,263 6,193 6,086 3.8
Common Equity (1,414 Class A units) (10) 3/23/2018 1,414 1,208 0.8
6,263 7,607 7,294 4.6
TalentSmart Holdings, LLC (20) Professional and Management Development Training
Common Equity (1,595,238 Class A shares) (10) (13) 10/11/2019 1,595 1,306 0.8
TRS Services, LLC (4)(20) Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance
Preferred Equity (1,937,191 Class A units), 11% PIK 12/10/2014 — 915 0.6
Common Equity (3,000,000 units) (10) 12/10/2014 572 — —
572 915 0.6
TTG Healthcare, LLC (20) Diagnostic Imaging Centers
Senior Secured Loan (4) 8.50% (L +7.50%) 3/1/2019 11/28/2025 19,603 19,409 19,530 12.3
Preferred Equity ( 2,309 Class B units) (10) (13) 3/1/2019 2,309 4,077 2.6
19,603 21,718 23,607 14.9
116
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments - Continued
December 31, 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
Total Affiliate Investments $ 67,226 $ 86,484 $ 102,846 64.7 %
Control Investment
MTE Holding Corp. (4)(19) Travel Trailer and Camper Manufacturing
Subordinated Loan (to Mirage Trailers, LLC, a controlled, consolidated subsidiary of MTE Holding Corp.) 11.00% cash / 5.00% PIK (L +10.00%) 11/25/2015 11/25/2021 $ 7,842 $ 7,842 $ 7,822 4.9 %
Common Equity (554 shares) (10) 11/25/2015 3,069 2,990 1.9
7,842 10,911 10,812 6.8
Total Control Investment $ 7,842 $ 10,911 $ 10,812 6.8 %
Total Investments $ 455,383 $ 461,023 $ 442,323 278.3 %
(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 0.75% and 1.0% at December 31, 2020, and reset monthly, quarterly, or semi-annually. Variable-rate loans with an aggregate cost of $328,736 include LIBOR reference rate floor provisions of generally 0.75% to 1.0% at December 31, 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 December 31, 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 cannot 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, 2020, meaning the Company has suspended 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.
(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, 2020:
Portfolio Company Reported Interest Rate Interest Rate per Credit Agreement Additional Interest per Annum
Chemical Resources Holdings, Inc. 9.17% 7.50% 1.67%
Milrose Consultants, LLC 7.62% 7.00% 0.62%
SourceHOV Tax, Inc. 7.61% 7.00% 0.61%
(9) The rate disclosed is the estimated effective yield, generally established at purchase and re-evaluated upon receipt of distributions, and based upon projected amounts and timing of future distributions and the projected amount and timing of terminal principal payments at the time of estimation. The estimated yield and investment cost may ultimately not be realized.
(10) Non-income producing.
117
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments - Continued
December 31, 2020
(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, 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 Facility and cannot 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 subordinated debt investments.
(17) Maturity date represents the contractual maturity date of the Structured Finance Notes. Projected cash flows, including the projected amount and timing of terminal principal payments which may be projected to occur prior to the contractual maturity date, were utilized in deriving the effective yield of the investments.
(18) Not meaningful as there is no outstanding balance on the revolver. The Company earns unfunded commitment fees on undrawn revolving lines of credit balances, which are reported in fee income.
(19) The Company holds at least one seat on the portfolio company’s board of directors.
(20) The Company has an observer seat on the portfolio company’s board of directors.
(21) Portfolio company represents greater than 5% of total assets at December 31, 2020.
See Notes to Consolidated Financial Statements.
118
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) (19) 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) (19) 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) (19) 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) (19) 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) (19) 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) (19) 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) (19) 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) (19) 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
119
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) (19) 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) (19) 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) (19) 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) (19) 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) (19) 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 — —
120
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) (19) 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) (19) 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) (19) 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) (19) 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) (19) 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
121
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
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
Endo International PLC (14) (15) (19) 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 (FKA 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) (19) 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) (19) 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) (19) 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
122
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
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
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) (19) 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. (FKA Kindred at Home) (14) (15) (19) 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) (19) 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) (19) 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
123
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
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 %
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) (19) 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) (19) 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) (19) 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) (19) 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
124
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
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 %
Restaurant Technologies, Inc. (15) (19) 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) (19) 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) (19) 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
125
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
SSJA Bariatric Management LLC (15) (19) 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
Staples, Inc. (14) (15) (19) 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) (19) 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) (19) 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) (19) 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) (19) 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
126
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
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 3/05/2022 (12) — 82 7 —
— 91 22 —
U.S. Anesthesia Partners (14) (15) (19) 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
Verifone Intermediate Holdings, Inc. (14) (15) (19) 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 (17) 2,750 2,491 2,509 1.5
Elevation CLO 2017-7, Ltd.
Subordinated Notes 15.71% (9) 2/6/2019 7/15/2030 (17) 10,000 7,485 6,559 3.9
Flatiron CLO 18, Ltd.
Subordinated Notes 16.68% (9) 1/2/2019 4/17/2031 (17) 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 (17) 7,000 5,796 5,197 3.1
Total Structured Finance Note Investments $ 29,430 $ 23,127 $ 21,610 12.9 %
127
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
Total Non-control/Non-affiliate Investments $ 401,524 $ 396,201 $ 372,535 223.6 %
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
128
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
NeoSystems Corp. (4) (10) Other Accounting Services
Preferred Equity (521,962 convertible shares) 10% PIK 8/14/2014 $ — $ 1,698 $ 2,250 1.4 %
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
129
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
Total Affiliate Investments $ 107,668 $ 131,950 $ 135,679 81.5 %
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, 2020, and reset monthly, quarterly, or semi-annually. Variable-rate loans with an aggregate cost of $309,350 include LIBOR reference rate floor provisions of generally 1% to 2%; at December 31, 2020, 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, 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 (or a portion thereof) are held to support the SBA debentures and cannot 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, 2020, 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, 2020:
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.
130
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments - Continued
December 31, 2019
(Dollar amounts in thousands)
(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 December 31, 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%
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 cannot 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 Consolidated Financial Statements.
131
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Note 1. Organization
OFS Capital Corporation (the “Company”), a Delaware corporation, is an externally managed, closed-end, non-diversified management investment company. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (“1940 Act”). In addition, for income tax purposes, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of Code under the Internal Revenue Code of 1986, as amended (the “Code”).
The Company’s investment objective is to provide stockholders with current income and capital appreciation through its strategic investment focus primarily on debt investments and, to a lesser extent, equity investments primarily in middle-market companies principally in the United States. OFS Capital Management, LLC, a registered investment advisor under the Advisers Act (“Advisor”), and a wholly owned subsidiary of Orchard First Source Asset Management, LLC, a full-service provider of capital and leveraged finance solutions to U.S. Corporations (“OFSAM”), manages the day-to-day operations of, and provides investment advisory services to, the Company.
In addition, OFS Advisor also serves as the investment adviser for Hancock Park Corporate Income, Inc. (“HPCI”), a Maryland corporation and a BDC. HPCI’s investment objective is similar to that of the Company. OFS Advisor also serves as the investment adviser for OFS Credit Company, Inc. (“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 CLO debt and subordinated securities.
The Company may make investments directly, or follow-on investments in current portfolio companies held through OFS SBIC I LP (“SBIC LP”), its investment company subsidiary licensed under the U.S. Small Business Administration's (“SBA”) small business investment company program (“SBIC Program”). The SBIC Program is designed to stimulate the flow of capital into eligible businesses. 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 Small Business Investment Act of 1958, as amended (“SBIC Act”), limitations on the financing terms of investments, and capitalization thresholds that may limit distributions to the Company; and is subject to periodic audits and examinations of its financial statements.
The Company may also make investments through OFSCC-FS, LLC (“OFSCC-FS”), a special-purpose vehicle formed in April 2019 for the purpose of acquiring senior secured loan investments and through OFSCC-MB, LLC (“OFSCC-MB”), 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.
Note 2. Summary of Significant Accounting Policies
Basis of presentation: The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), including ASC Topic 946, Financial Services-Investment Companies, and the requirements for reporting on Form 10-K, the 1940 Act, and Articles 6 and 12 of Regulation S-X. The consolidated financial statements include all adjustments, consisting only of normal and recurring accruals and adjustments, necessary for fair presentation in accordance with GAAP. Certain amounts in the prior period financial statements have been reclassified to conform to the current year presentation.
Reclassifications : Certain prior period amounts have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes thereto. Reclassifications did not impact net increase in net assets resulting from operations, total assets, total liabilities or total net assets, or consolidated statements of changes in net assets and consolidated statements of cash flows classifications.
Principles of consolidation: The Company consolidates majority-owned investment company subsidiaries. The Company does not own any controlled operating company whose business consists of providing services to the Company, which would also require consolidation. All intercompany balances and transactions are eliminated upon consolidation.
Investments: The Company applies fair value accounting in accordance with ASC Topic 820, Fair Value Measurements, which defines fair value, establishes a framework to measure fair value, and requires disclosures regarding fair value measurements. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between market participants at
132
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
the measurement date. Fair value is determined through the use of models and other valuation techniques, valuation inputs, and assumptions market participants would use to value the investment. Highest priority is given to prices for identical assets quoted in active markets (Level 1) and the lowest priority is given to unobservable valuation inputs (Level 3). The availability of observable inputs can vary significantly and is affected by many factors, including the type of product, whether the product is new to the market, whether the product is traded on an active exchange or in the secondary market, and the current market conditions. To the extent that the valuation is based on unobservable inputs, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for financial instruments classified as Level 3 (i.e., those instruments valued using unobservable inputs), which comprise the majority of the Company’s investments. See Note 5 for details.
Changes to the valuation policy are reviewed by management and the Company’s board of directors (the “Board”). As the Company’s investments change, markets change, new products develop, and valuation inputs become more or less observable, the Company will continue to refine its valuation methodologies.
See Note 5 for more detailed disclosures of the Company’s fair value measurements of its financial instruments.
Investment classification: The Company classifies its investments in accordance with the 1940 Act. Under the 1940 Act, “Control Investments” are defined as investments in those companies in which the Company owns more than 25% of the voting securities or has rights to maintain greater than 50% of board representation, “Affiliate Investments” are defined as investments in those companies in which the Company owns between 5% and 25% of the voting securities, and “Non-Control/Non-Affiliate Investments” are those that neither qualify as Control Investments nor Affiliate Investments.
Significant Subsidiaries : The Company evaluates the issuers of its Control Investments for significance in accordance with Rules 3-09 and 4-08(g) of Regulation S-X. No issuers of Control Investments were considered a significant subsidiary under these rules as of or for the years ended December 31, 2020, 2019 and 2018.
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 investment income, expenses, gains and losses during the reporting period. Actual results could differ significantly from those estimates.
Reportable segments: The Company has a single reportable segment and single operating segment structure.
Cash and cash equivalents: Cash and cash equivalents consist of cash and highly liquid investments not held for resale with initial maturities of three months or less. The Company’s cash and cash equivalents are maintained with a member bank of the FDIC and at times, such balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. Included in cash and cash equivalents was $37,708 and $13,447 held in a US Bank Money Market Deposit Account as of December 31, 2020 and 2019, respectively. In addition, the Company's use of cash and cash equivalents held by SBIC I LP is limited by SBA regulation, including, but not limited to, investment in eligible portfolio companies and general corporate purposes; distributions by SBIC I LP subject to a statutory measure of undistributed accumulated earnings.
Revenue recognition:
Interest income : Interest income is recognized on an accrual basis and reported as an interest receivable until collected. Interest income is accrued daily based on the outstanding principal amount on the consolidated statements of assets and liabilities and the contractual terms of the debt investment. Certain of the Company’s investments contain a payment-in-kind interest income provision (“PIK interest”). The PIK interest, computed at the contractual rate specified in the applicable investment agreement, is added to the principal balance of the investment, rather than being paid in cash. Recognition of PIK interest includes assessments of collectibility, and may result in recognition of the PIK income that corresponds to the fair value of the associated investment. The Company discontinues accrual of interest income, including PIK interest, when there is reasonable doubt that the interest income will be collected.
Loan origination fees, original issue discount (“OID”), market discount or premium, and loan amendment fees (collectively, “Net Loan Fees”) are recorded as an adjustment to the amortized cost of the investment, and accreted or amortized as an adjustment to interest income over the life of the respective debt investment using a method that approximates the effective interest method. When the Company receives a loan principal payment, the unamortized Net Loan Fees related to the paid principal is accelerated and recognized in interest income.
133
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Further, the Company may acquire or receive equity, warrants or other equity-related securities (“Equity”) in connection with the Company’s acquisition of, subsequent amendment or restructuing to, debt investments. The Company determines the cost basis of Equity based on its fair value, and the fair value of debt investments and other securities or consideration received. Any resulting difference between the face amount of the debt and its recorded cost resulting from the assignment of value to the Equity is treated as OID, and accreted into interest income as described above.
Interest income - Structured Finance Notes : Interest income from investments in CLO mezzanine debt and CLO subordinated debt positions (“Structured Finance Notes”) is recognized on the basis of the estimated effective yield to expected redemptions utilizing assumed cash flows in accordance with ASC Sub-topic 325-40, Beneficial Interests in Securitized Financial Assets . The Company monitors the expected cash flows from its Structured Finance Notes and the effective yield is generally established at purchase and re-evaluated upon receipt of distributions.
Dividend income : Dividend income on common equity securities in limited liability companies, partnerships and other private entities, generally payable in cash, is recorded at the time dividends are declared. Dividend income on preferred equity investments is accrued daily based on the contractual terms of the preferred equity investment. Dividends on preferred equity securities may be payable in cash or in additional preferred securities, and are generally not payable unless declared or upon liquidation. Declared dividends payable in cash are reported as dividend receivables until collected. Non-cash dividends payable in additional preferred securities or contractually earned but not declared (“PIK dividends”) are recognized at fair value and recorded as an adjustment to the cost basis of the investment. Distributions in excess of the accumulated net income of the underlying portfolio company are recorded as a reduction in the cost of the common or preferred stock investment.
Fee income : The Company generates fee revenue in the form of syndication, prepayment, and other contractual fees, that are recognized as the related services are rendered. In the general course of its business, the Company receives certain fees, such as management fees, from portfolio companies which are non-recurring in nature. Prepayment fees are received on certain loans when repaid prior to their scheduled due date, which are recognized as earned when received, and syndication fees are received for capital structuring, loan syndication or advisory services from certain portfolio companies, which are recognized as earned upon closing of the investment.
Investment Transactions and net realized and unrealized gain or loss on investments : Investment transactions are reported on a trade-date basis. Unsettled trades as of the statement of assets and liabilities date are included in payable for investments purchased. Realized gains or losses on investments are measured by the difference between the net proceeds from the disposition and the amortized cost basis of the investment. Investments are valued at fair value as determined in good faith by Company management under the supervision and review of the Board. After recording all appropriate interest, dividend, and other income, some of which is recorded as an adjustment to the cost basis of the investment as described above, the Company reports changes in the fair value of investments as net changes in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.
Non-accrual loans : When there is reasonable doubt that principal, cash interest, or PIK interest, will be collected, debt investments are placed on non-accrual status and the Company will cease recognizing cash interest, PIK interest, or Net Loan Fee amortization, as applicable. When an investment is placed on non-accrual status, all interest previously accrued but not collected is reserved against current period interest income. Interest payments subsequently received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. 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 and interest. If there is a question as to the ability of the debtor to meet the terms of the loan agreement, or interest or principal is more than 90 days contractually past due, the loan investment will be placed on non-accrual status. Past due status is based on how long after the contractual due date a principal or interest payment is received. See Note 4 for further information.
Income taxes: The Company has elected to be treated, and intends to qualify annually, as a RIC under Subchapter M of the Code. To qualify as a RIC, the Company must, among other things, meet certain source of income and asset diversification requirements, and timely distribute at least 90% of its investment company taxable income (“ICTI”) to its stockholders. The Company has made, and intends to continue to make, the requisite distributions to its stockholders, which generally relieves the Company from U.S. federal income taxes.
Depending on the level of ICTI earned in a tax year, the Company may choose to retain ICTI in an amount less than that which would trigger U.S. federal income tax liability under Subchapter M of the Code. However, the Company would be liable for a
134
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
4% excise tax on such income. Excise tax liability is recognized when the Company determines its estimated current year annual ICTI, as defined in the Code, exceeds distributions from current year ICTI.
The Company may utilize OFSCC-MB when making equity investments in portfolio companies taxed as pass-through entities to meet its source-of-income requirements as a RIC. OFSCC-MB is an investment company under GAAP, and is consolidated in the Company’s GAAP financial statements and may incur current and deferred federal and state income tax expense with respect to income derived from those investments. Such income, net of applicable income taxes, is not included in the Company’s tax-basis net investment income until distributed by OFSCC-MB which may result in timing and character differences between the Company’s GAAP and tax-basis net investment income and realized gains and losses. Income tax expense from OFSCC-MB related to net investment income is included in general and administrative expenses, or the applicable net realized or unrealized gain (loss) line item from which the federal or state income tax originated for capital gains and losses. See Note 8 for further information.
The Company evaluates tax positions taken in the course of preparing its tax returns to determine whether they are “more-likely-than-not” to be sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold could result in greater and undistributed ICTI, income and excise tax expense, and, if involving multiple years, a re-assessment of the Company’s RIC status. GAAP requires recognition of accrued interest and penalties related to uncertain tax benefits as income tax expense. There were no uncertain income tax positions at December 31, 2020, 2019 and 2018. The current and prior three tax years remain subject to examination by U.S. federal and most state tax authorities.
Distributions: Distributions to common stockholders are recognized on the record date. The timing of distributions as well as the amount to be paid out as a distribution is determined by the Board each quarter. Distributions from net investment income and net realized gains are determined in accordance with the Code. Net realized capital gains, if any, are distributed at least annually, although the Company may decide to retain such capital gains for investment. Distributions paid in excess of ICTI and not capital gains are considered returns of capital to stockholders.
The Company has adopted a distribution reinvestment plan (“DRIP”) that provides for reinvestment of any distributions the Company declares in cash on behalf of its stockholders, unless a stockholder elects to receive cash. As a result, if the Board authorizes and the Company declares a cash distribution, then stockholders who have not “opted out” of the DRIP will have their cash distribution automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution.
The Company may use newly issued shares under the guidelines of the DRIP, or the Company may purchase shares in the open market in connection with its obligations under the plan.
Deferred debt issuance costs: Deferred debt issuance costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. Deferred debt issuance costs are presented as a direct reduction of the related debt liability on the consolidated statements of assets and liabilities except for deferred debt issuance costs associated with the Company’s line of credit arrangements, which are included in prepaid expenses and other assets on the consolidated statements of assets and liabilities. Unamortized debt issuance costs included in prepaid expenses and other assets on the consolidated statements of assets and liabilities as of December 31, 2020 and 2019 were $1,015 and $1,628, respectively. Deferred debt issuance costs are amortized to interest expense over the term of the related debt.
Goodwill: On December 4, 2013, in connection with the Company's acquisition of the remaining ownership interests in SBIC I LP and SBIC I GP, LLC, making SBIC I LP a wholly owned subsidiary of the Company (“SBIC Acquisition”), the Company recorded goodwill of $1,077. The decline in the price of the Company’s common stock and the level at which it continued to trade relative to the broader stock indices for the BDC industry, led management to conclude in the third quarter of 2020 that an impairment in the value of the Company’s goodwill was more likely than not. Moreover, due to the discount at which the Company’s stock traded to its net asset value management concluded that the impairment of goodwill equal to the full amount of its carrying value of $1,077 was appropriate.
Intangible asset: On December 4, 2013, in connection with the SBIC Acquisition, the Company recorded an intangible asset of $2,500 attributable to the SBIC license. The Company amortizes this intangible asset on a straight-line basis over its estimated useful life, initially 154 months ended September 30, 2026. The Company changed its estimate on the useful life to terminate on December 31, 2025. The Company recognized amortization of $206 for the year ended December 31, 2020, and anticipates recognizing $216 on an annual basis through December 31, 2025 based on the current estimated useful life.
135
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
The Company tests its intangible asset for impairment if events or circumstances suggest that the asset carrying value may not be fully recoverable. The intangible asset, net of accumulated amortization of $1,392 and $1,186 at December 31, 2020 and 2019, respectively, is included in prepaid expenses and other assets in the consolidated statements of assets and liabilities.
Interest expense: Interest expense is recognized on an accrual basis as incurred.
Concentration of credit risk: Aside from its debt instruments, 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. To mitigate this risk, the Company places cash deposits only with high credit quality institutions. Management believes this risk of loss is minimal. The amount of loss due to credit risk from debt investments if borrowers fail to perform according to the terms of 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 Standards
The following table discusses recently issued ASUs by the FASB:
Standard Description Period of Adoption Effect of Adoption on the Financial Statements
Standards that were adopted
ASU 2020-04, Reference Rate Reform (Topic 840): Facilitation of the Effects of Reference Rate Reform on Financial Reporting 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. First Quarter 2020, prospectively Through December 31, 2020, no contracts have transitioned away from discontinued reference rates.
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 an agreement dated November 7, 2012 (“Investment Advisory Agreement”). The Investment Advisory Agreement was most recently re-approved 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 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 is a subsidiary of OFSAM and a registered investment advisor under the Investment Advisers Act of 1940, as amended.
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 BDCs 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 CLOs 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 and cash equivalents but including assets purchased with borrowed amounts and including 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 assets resulting from the SBIC Acquisition from the base management fee calculation.
136
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
On June 11, 2019, 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 total assets held by the Company through OFSCC-FS (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 as of 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 total assets held by the Company through OFSCC-FS 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; this agreement was renewed on February 16, 2021.
The incentive fee has two parts. The first part ("Part One") 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 (as 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. Accordingly, as a result of the follow-on public offering of 3,625,000 shares of common stock in April 2017 (the "Offering"), the Part One incentive fee was reduced by $593 for the three months ended June 30, 2017, determined by adjusting the value of net assets, as defined above, at March 31, 2017 by the daily weighted average of the Offering proceeds available to the Company during the three months ended June 30, 2017. 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% (which is 8.0% annualized) hurdle rate 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 ("Part Two") 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), commencing on December 31, 2012, 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; provided that the incentive fee determined as of December 31, 2012, was calculated for a period of shorter than twelve calendar months to take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation for the period beginning on the date of the Company’s election to be a BDC and ending December 31, 2012.
137
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
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 an Administration Agreement. The Administration Agreement was most recently re-approved by the Board on April 2, 2020. 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 December 31, 2020, affiliates of OFS Advisor held 3,033,257 shares of common stock, which is approximately 23% of the Company's outstanding shares of common stock.
Distributions paid to affiliates and expenses recognized under agreements with OFS Advisor and OFS Services for the years ended December 31, 2020, 2019 and 2018 are presented below:
December 31,
2020 2019 2018
Base management fees $ 7,605 $ 8,271 $ 6,335
Incentive fees:
Income Incentive Fee 2,025 4,760 4,409
Incentive fee waiver (441) — (22)
Administration fees 1,855 1,747 1,601
Distributions paid to affiliates 2,553 4,007 5,097
138
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Note 4. Investments
As of December 31, 2020, the Company had loans to 49 portfolio companies, of which 95% were senior secured loans and 5% were subordinated loans, at fair value, as well as equity investments in 10 of these portfolio companies. The Company also held an equity investment in 13 portfolio companies in which it did not hold a debt investment, as well as 12 investments in Structured Finance Notes. At December 31, 2020, 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 $ 325,647 70.6 % 204.9 % $ 306,304 69.2 % 192.7 %
Subordinated debt investments 45,409 9.8 28.6 15,067 3.4 9.5
Preferred equity 18,648 4.0 11.7 11,543 2.6 7.3
Common equity and warrants 15,459 3.4 9.7 52,984 12.0 33.3
Total debt and equity investments 405,163 87.8 % 254.9 % 385,898 87.2 % 242.8 %
Structured Finance Notes 55,860 12.2 35.1 56,425 12.8 35.5
Total $ 461,023 100.0 % 290.0 % $ 442,323 100.0 % 278.3 %
At December 31, 2020, the Company had four loans (Community Intervention Services, Inc., Master Cutlery, LLC, 3rd Rock Gaming Holdings, LLC, and Online Tech Stores, LLC) on non-accrual status with respect to all interest and Net Loan Fee amortization, with an aggregate amortized cost and fair value of $48,102 and $12,135, respectively.
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 into 20,628 common shares of equity. As of March 31, 2020, the cost and fair value of the common shares received were $703 and $703, respectively. The Company recognized a realized loss on the restructuring of $9,145 for the year ended December 31, 2020, which was fully recognized as an unrealized loss as of December 31, 2019.
On September 4, 2020, the Company's equity investment in Sentry Centers Holdings, LLC was restructured, pursuant to which the Company converted its 500 Series C units into 269 shares of common equity. In addition, the Company invested $160 in a capital raise and received Series A and Series B preferred units. Accordingly, during the year ended December 31, 2020, the Company recognized a realized loss of $446.
On September 30, 2020, the Company's debt investment in Southern Technical Institute, LLC was restructured, pursuant to which the Company received proceeds of $529, in full satisfaction of contractually due interest of $215 and principal of $1,660. This investment was carried at a cost of $-0-. Accordingly, during the year ended December 31, 2020, the Company fully recognized a realized gain of $314 as the investment was carried at cost as of December 31, 2019. As of December 31, 2020, the Company holds equity appreciation rights with a cost and fair value of $-0- and $4,295, respectively.
Geographic composition is determined by the location of the corporate headquarters of the portfolio company. As of December 31, 2020, the Company's investment portfolio was domiciled as follows:
December 31, 2020 December 31, 2019
Amortized Cost Fair Value Amortized Cost Fair Value
United States of America $ 399,278 $ 380,004 $ 505,235 $ 484,946
Canada 1,921 1,905 3,559 3,605
Cayman Islands 1
55,860 56,425 23,127 21,610
Ireland — — 1,897 1,906
Luxembourg 1,976 1,997 2,843 2,843
Switzerland 1,988 1,992 2,010 2,021
Total investments $ 461,023 $ 442,323 $ 538,671 $ 516,931
(1) Cayman Island investments represent Structured Finance Notes held by the Company. These investments generally hold underling portfolios of investments in United States domiciled companies.
139
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
As of December 31, 2020, the industry compositions of the Company’s debt and equity investments 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
Convention and Trade Show Organizers $ 214 — % 0.1 % $ 210 — % 0.1 %
Security Systems Services (except Locksmiths) 6,531 1.4 4.1 3,487 0.8 2.2
Arts, Entertainment, and Recreation
Other Amusement and Recreation Industries 20,967 4.5 13.3 19,973 4.5 12.6
Construction
Electrical Contractors and Other Wiring Installation Contractors 17,837 3.9 11.2 13,137 3.0 8.3
Plumbing, Heating, and Air-Conditioning Contractors 7,607 1.7 4.8 7,294 1.6 4.6
Education Services
Colleges, Universities, and Professional Schools — — — 4,295 1.0 2.7
Professional and Management Development Training 1,595 0.3 1.0 1,306 0.3 0.8
Finance and Insurance
Insurance Agencies and Brokerages 9,544 2.1 6.0 9,302 2.1 5.9
Health Care and Social Assistance
Child Day Care Services 5,178 1.1 3.3 4,656 1.1 2.9
Diagnostic Imaging Centers 21,718 4.8 13.8 23,607 5.3 14.9
Home Health Care Services 4,199 0.9 2.6 4,250 1.0 2.7
Medical Laboratories 91 — 0.1 38 — —
Offices of Physicians, Mental Health Specialists 21,013 4.6 13.2 20,802 4.7 13.1
Outpatient Mental Health and Substance Abuse Centers 11,615 2.5 7.3 4,105 0.9 2.6
Information
Data Processing, Hosting, and Related Services 1,135 0.2 0.7 1,749 0.4 1.1
Software Publishers 28,799 6.3 18.2 16,104 3.6 10.0
Television Broadcasting 1,977 0.4 1.2 1,758 0.4 1.1
Manufacturing
Commercial Printing (except Screen and Books) 4,789 1.0 3.0 4,812 1.1 3.0
Custom Compounding of Purchased Resins 15,444 3.3 9.7 17,164 3.9 10.8
Other Aircraft Parts and Auxiliary Equipment Manufacturing 5,431 1.2 3.4 4,275 1.0 2.7
Other Commercial and Service Industry Machinery Manufacturing 1,925 0.4 1.2 1,936 0.4 1.2
Pharmaceutical Preparation Manufacturing 2,205 0.5 1.4 38,213 8.7 24.1
Pump and Pumping Equipment Manufacturing 1,501 0.3 0.9 1,281 0.3 0.8
140
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
Semiconductor and Related Device Manufacturing $ 399 0.1 % 0.3 % $ 434 0.1 % 0.3 %
Travel Trailer and Camper Manufacturing 10,911 2.4 6.9 10,812 2.4 6.8
Truck Trailer Manufacturing 8,118 1.8 5.1 8,174 1.8 5.1
Unlaminated Plastics Profile Shape Manufacturing 8,922 1.9 5.6 8,818 2.0 5.5
Other Services (except Public Administration)
Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance 572 0.1 0.4 915 0.2 0.6
Diet and Weight Reducing Centers 477 0.1 0.3 479 0.1 0.3
Professional, Scientific, and Technical Services
Administrative Management and General Management Consulting Services 28,503 6.3 18.0 28,729 6.6 18.2
All Other Professional, Scientific, and Technical Services 1,921 0.4 1.2 1,905 0.4 1.2
Marketing Consulting Services 5,229 1.1 3.3 5,229 1.2 3.3
Other Accounting Services 21,621 4.7 13.7 22,238 5.0 14.0
Other Computer Related Services 16,247 3.5 10.2 16,000 3.6 10.1
Public Administration
Other Justice, Public Order, and Safety Activities 703 0.2 0.4 676 0.2 0.4
Real Estate and Rental and Leasing
Construction, Mining, and Forestry Machinery and Equipment Rental and Leasing 496 0.1 0.3 499 0.1 0.3
Office Machinery and Equipment Rental and Leasing 5,953 1.3 3.7 2,736 0.6 1.7
Retail Trade
Cosmetics, Beauty Supplies, and Perfume Stores 6,738 1.5 4.2 6,701 1.5 4.2
Shoe Store 9,748 2.1 6.1 4,368 1.0 2.7
Sporting Goods Stores 2,907 0.6 1.8 2,968 0.7 1.9
All Other General Merchandise Stores 5,252 1.1 3.3 5,060 1.1 3.2
Transportation and Warehousing
Scheduled Passenger Air Transportation 495 0.1 0.3 520 0.1 0.3
Taxi Service 1,976 0.4 1.2 1,997 0.5 1.3
Wholesale Trade
Business to Business Electronic Markets 2,891 0.6 1.8 2,875 0.6 1.8
Computer and Computer Peripheral Equipment and Software Merchant Wholesalers 1,955 0.4 1.2 1,942 0.4 1.2
Construction and Mining (except Oil Well) Machinery and Equipment Merchant Wholesalers 16,392 3.6 10.3 16,777 3.8 10.6
141
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
General Line Grocery Merchant Wholesalers $ 275 0.1 % 0.2 % $ 284 0.1 % 0.2 %
Industrial Machinery and Equipment Merchant Wholesalers 9,696 2.1 6.1 9,179 2.1 5.8
Industrial Supplies Merchant Wholesalers 6,908 1.5 4.3 5,476 1.2 3.4
Motor Vehicle Parts (Used) Merchant Wholesalers 14,167 3.1 8.9 13,581 3.1 8.5
Sporting and Recreational Goods and Supplies Merchant Wholesalers 8,247 1.8 5.2 346 0.1 0.2
Stationery and Office Supplies Merchant Wholesalers 16,129 3.5 10.1 2,426 0.5 1.5
Total debt and equity investments $ 405,163 87.9 % 254.9 % $ 385,898 87.2 % 242.8 %
Structured Finance Notes 55,860 12.1 35.1 56,425 12.8 35.5
Total investments $ 461,023 100.0 % 290.0 % $ 442,323 100.0 % 278.3 %
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 and warrants 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 four loans (Community Intervention Services, Inc., Southern Technical Institute, LLC, Master Cutlery, LLC and Constellis Holdings, LLC) on non-accrual status with respect to all interest and Net Loan Fee amortization, with an aggregate amortized cost and fair value of $22,249 and $662, respectively.
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, the Company recognized a net loss of $89, which is comprised of $900 realized loss net of $811 unrealized loss reversal, in the year ended December 31, 2019.
The industry compositions of the Company’s debt and equity investments 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
142
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
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
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
143
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
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
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
144
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
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
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 %
Note 5. Fair Value of Financial Instruments
Investments
The Company’s investments are valued at fair value as determined by the 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.
145
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share 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 management judgment or estimation. 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. Senior securities with a fair value of $601 and $2,321 were transferred from Level 3 to Level 2 during the years ended December 31, 2020 and 2019, respectively.
Certain of the Company's investments are exchanged in the non-public market among banks, CLOs and other institutional investors for loans to large U.S. corporations. The Company classifies these loan investments as Level 2 when a sufficient number of market quotations or indicative prices from pricing services or broker/dealers (collectively, “Indicative Prices”) are available, and the depth of the market is sufficient to transact to those prices in amounts approximating the Company's investment position at the measurement date. Investments for which sufficient Indicative Prices exist are generally valued consistent with such Indicative Prices.
In addition, each quarter, the Company assesses whether an arm’s length transaction occurred in the same security, including the Company's new investments during the quarter, the cost of which (“Transaction Prices”), may be considered a reasonable indication of fair value for up to three months after the transaction date. Senior secured debt investments with a fair value of $6,114 were valued at their Transaction Price at December 31, 2020. Based on liquidity and other market factors, these securities are designated as Level 3 in the fair value hierarchy.
Investments that are not valued using Indicative Prices or Transaction Prices are typically valued using two different valuation techniques. The Company typically estimates the fair value of debt investments by a discounted cash flows technique in which a current price is imputed for the investment based upon an assessment of the expected market yield (or discount rate) for similarly structured investments with a similar level of risk. The Company considers the current contractual interest rate, the maturity and other terms of the investment relative to risk of the portfolio company and various market indices. A key determinant of portfolio-company risk is the leverage through the investment relative to earnings metrics of the portfolio company.
The fair value of Structured Finance Notes are also estimated primarily by discounted cash flow techniques. In valuing such investments, the Company considers CLO performance metrics, including prepayment rates, default rates, loss-on-default and recovery rates, and other metrics, as well as estimated market yields provided by a recognized industry pricing service as a primary source for discounted cash flow fair value estimates, supplemented by actual trades executed in the market at or around period-end, as well as the indicative prices provided by broker-dealers in its estimate of the fair value of such investments. The Company also considers the operating metrics of the CLO vehicle, including compliance with collateralization tests, concentration limits and restructuring activity, if applicable.
The fair value of Company’s equity investments as well as certain of its non-performing debt investments are estimated through analysis of the portfolio companies’ enterprise value under a market approach. Enterprise value means the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time. The primary method for determining enterprise value under the market approach involves multiple analysis whereby appropriate multiples are applied to an earnings metric of the portfolio company, typically earnings before net interest expense, income tax expense, depreciation and amortization (“EBITDA”). EBITDA multiples are typically determined based upon review of market comparable transactions and publicly traded comparable companies, if any. The Company may also utilize other portfolio-company earnings metrics to determine enterprise value, such as recurring monthly revenue ("RMR”) or a delineated measure of portfolio company EBITDA. Application of these valuation methodologies involves a significant degree of judgment by management.
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
146
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
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 December 31, 2020 and 2019, respectively.
Security Level 1 Level 2 Level 3 Fair Value at December 31, 2020
Debt investments $ — $ 22,226 $ 299,145 $ 321,371
Equity investments — — 64.527 64,527
Structured Finance Notes — — 56.425 56,425
$ — $ 22,226 $ 420,097 $ 442,323
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
147
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 the Company’s significant unobservable inputs to the Company’s Level 3 fair value measurements as of December 31, 2020 and 2019.
Fair Value at December 31, 2020 Valuation technique Unobservable inputs Range
(Weighted average)
Debt investments:
Senior secured $ 256,042 Discounted cash flow Discount rates 6.30% - 24.43% (10.18%)
Senior secured 12,668 Market approach EBITDA multiples 8.50x - 8.50x (8.50x)
Senior secured 9,257 Market approach Revenue multiples 0.86x - 0.86x (0.86x)
Senior secured 6,111 Market approach
Subordinated 7,822 Discounted cash flow Discount rates 17.83% - 17.83% (17.83%)
Subordinated 6,794 Market approach EBITDA multiples 7.05x - 9.10x (7.78x)
Subordinated 451 Market approach Revenue multiples 0.10x - 0.20x (0.18x)
Structured Finance Notes:
Subordinated notes (1)
54,724 Discounted cash flow Discount rates 15.00% - 19.50% (17.79%)
Constant default rate 0.00% - 2.00% (1.63%)
Constant default rate after 6 months 2.00% - 2.00% (2.00%)
Recovery rate 60.00% - 60.00% (60.00%)
Mezzanine debt 1,701 Discounted cash flow Discount Margin 7.25% - 9.45% (8.58%)
Constant default rate 0.00% - 2.00% (1.01%)
Constant default rate after 9 months 2.00% - 3.00% (2.49%)
Recovery rate 60.00% - 60.00% (60.00%)
Equity investments:
Preferred equity 10,395 Market approach EBITDA multiples 4.73x - 8.50x (7.37x)
Preferred equity 1,148 Market approach Revenue multiples 0.20x - 1.56x (0.96x)
Common equity and warrants 52,969 Market approach EBITDA multiples 3.75x - 11.50x (8.10x)
Common equity and warrants 15 Market approach Revenue multiples 0.20x - 1.56x (0.47x)
$ 420,097
(1) 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.
148
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 0.23x - 0.23x (0.23x)
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 and warrants 22,788 Market approach EBITDA multiples 4.50x - 13.22x (13.03x)
Common equity and warrants 1,489 Market approach Revenue multiples 0.23x - 7.00x (7.00x)
Common equity and warrants 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.
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 wide range of approaches towards developing input assumptions to these 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.
149
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 years ended December 31, 2020 and 2019:
Year Ended December 31, 2020
Senior
Secured Debt
Investments Subordinated
Debt
Investments Preferred Equity Common Equity and Warrants 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 (9,107) — 51 (497) — (9,553)
Net change in unrealized appreciation (depreciation) on investments (2,119) (16,702) (2,909) 26,668 2,081 7,019
Amortization of net loan origination fees 1,421 11 — — 30 1,462
Accretion of interest income on Structured Finance Notes — — — — 5,877 5,877
Capitalized PIK interest, dividends, and fees 1,066 478 437 — — 1,981
Purchase and origination of portfolio investments 79,695 — 160 333 33,536 113,724
Proceeds from principal payments on portfolio investments (109,998) (11,810) — — — (121,808)
Sale and redemption of portfolio investments (9,635) — (3,925) — — (13,560)
Proceeds from distributions received from Structured Finance Notes — — — — (6,709) (6,709)
Conversion from debt investment to equity investment (Note 4) (703) — — 703 — —
Transfers out of Level 3 (601) — — — — (601)
Level 3 assets, December 31, 2020 $ 284,078 $ 15,067 $ 11,543 $ 52,984 $ 56,425 $ 420,097
150
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Year Ended December 31, 2019
Senior
Secured Debt
Investments Subordinated
Debt
Investments Preferred Equity Common Equity and Warrants Structured Finance Notes Total
Level 3 assets, January 1, 2019 $ 319,017 $ 44,540 $ 14,613 $ 18,627 $ — $ 396,797
Net realized loss on investments (3,000) — (900) — — (3,900)
Net change in unrealized appreciation (depreciation) on investments (8,405) (1,968) 811 3,837 (1,516) (7,242)
Amortization of net loan origination fees 1,278 86 — — — 1,364
Accretion of interest income on Structured Finance Notes — — — — 2,861 2,861
Capitalized PIK interest, dividends, and fees 489 432 896 — — 1,817
Purchase and origination of portfolio investments 122,184 — 2,309 3,313 23,341 151,147
Proceeds from principal payments on portfolio investments (57,150) — — — — (57,150)
Sale and redemption of portfolio investments (38,033) — — — — (38,033)
Proceeds from distributions received from Structured Finance Notes — — — — (3,076) (3,076)
Transfers out of Level 3 (2,321) — — — — (2,321)
Level 3 assets, December 31, 2019 $ 334,059 $ 43,090 $ 17,729 $ 25,777 $ 21,610 $ 442,264
The net unrealized appreciation (depreciation) reported in the Company’s consolidated statements of operations for the years ended December 31, 2020 and 2019, attributable to the Company’s Level 3 assets still held at those respective year ends was as follows:
Year Ended December 31,
2020 2019
Senior secured debt investments $ (14,911) $ (7,793)
Subordinated debt investments (16,716) (1,968)
Preferred equity (2,907) —
Common equity and warrants 27,657 3,837
Structured Finance Notes 2,081 (1,516)
Net unrealized depreciation on investments held $ (4,796) $ (7,440)
Other Financial Assets and Liabilities
GAAP requires disclosure of the fair value of financial instruments not reported at fair value on a recurring basis for which it is practical to estimate such values. 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 senior secured revolving credit facility between the Company and Pacific Western Bank, as lender (“PWB Credit Facility”) and the secured revolving credit facility that provides for borrowings in an aggregate principal amount up to $150,000 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 (“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 the level within fair value hierarchy of the significant unobservable inputs used to determine such fair values as of December 31, 2020 and 2019:
151
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
December 31, 2020
Description Level 1 (2)
Level 2 Level 3 (1)
Total
PWB Credit Facility $ — $ — $ 600 $ 600
BNP Facility — — 31,450 31,450
OFS Capital Corporation 6.375% Notes due 2025 48,800 — — 48,800
OFS Capital Corporation 6.5% Notes due 2025 47,069 — — 47,069
OFS Capital Corporation 5.95% Notes due 2026
51,066 — — 51,066
OFS Capital Corporation 6.25% Notes due 2023 25,100 — — 25,100
SBA-guaranteed debentures
— — 116,172 116,172
Total debt, at fair value $ 172,035 $ — $ 148,222 $ 320,257
December 31, 2019
Description Level 1 (2)
Level 2 Level 3 (1)
Total
PWB Credit Facility $ — $ — $ — $ —
BNP Facility — — 56,450 56,450
OFS Capital Corporation 6.375% Notes due 2025 50,600 — — 50,600
OFS Capital Corporation 6.5% Notes due 2025 49,282 — — 49,282
OFS Capital Corporation 5.95% Notes due 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 through discounting remaining payments using current market rates for similar instruments at the measurement date through the legal maturity date.
(2) For Level 1 measurements, fair value is estimated by using the closing price of the security on the Nasdaq Global Select Market.
The following are the carrying values and fair values of the Company’s debt as of December 31, 2020 and 2019:
As of December 31, 2020 As of December 31, 2019
Description Carrying Value Fair Value Carrying Value Fair Value
PWB Credit Facility $ 600 $ 600 $ — $ —
BNP Facility 31,450 31,450 56,450 56,450
OFS Capital Corporation 6.375% Notes due 2025 48,891 48,800 48,634 50,600
OFS Capital Corporation 6.5% Notes due 2025 47,339 47,069 47,093 49,282
OFS Capital Corporation 5.95% Notes due 2026
52,617 51,066 52,325 54,282
OFS Capital Corporation 6.25% Notes due 2023 24,106 25,100 — —
SBA-guaranteed debentures
104,182 116,172 147,976 155,562
Total debt, at fair value $ 309,185 $ 320,257 $ 352,478 $ 366,176
152
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 December 31, 2020:
Name of Portfolio Company Investment Type Amount
A&A Transfer, LLC Senior Secured Loan (Revolver) $ 2,136
I&I Sales Group, LLC Senior Secured Loan (Revolver) 156
Inergex Holdings Senior Secured Loan (Revolver) 2,813
SSJA Bariactric Management LLC Senior Secured Loan (Revolver) 667
$ 5,772
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 December 31, 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 general indemnifications. 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 yet occurred. The Company believes the risk of any material obligation under these indemnifications to be remote.
Note 7. Borrowings
SBA Debentures: The SBIC Program enabled SBIC I LP 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 the Company, have interest payable semi-annually and a ten-year maturity. The interest rate is fixed at the time of SBA pooling, which is March and September of each year, at a market-driven spread over U.S. Treasury Notes with ten-year maturities. As of December 31, 2020 and 2019, SBIC I LP had outstanding SBA debentures of $105,270 and $149,880, respectively.
On a stand-alone basis, SBIC I LP held $223,795 and $249,576 in assets at December 31, 2020 and 2019, respectively, which accounted for approximately 46% and 46% of the Company’s total consolidated assets, respectively. These assets cannot be pledged under any debt obligation of the Company.
The following table shows the Company’s outstanding SBA debentures payable as of December 31, 2020 and 2019:
Fixed Interest Rate SBA debentures outstanding
Pooling Date Maturity Date December 31, 2020 December 31, 2019
September 19, 2012 September 1, 2022 3.049 % $ 14,000 $ 14,000
September 25, 2013 September 1, 2023 4.448 — 7,000
March 26, 2014 March 1, 2024 3.995 — 5,000
September 24, 2014 September 1, 2024 3.819 — 4,110
September 24, 2014 September 1, 2024 3.370 2,765 31,265
March 25, 2015 March 1, 2025 2.872 65,920 65,920
September 23, 2015 September 1, 2025 3.184 22,585 22,585
SBA debentures outstanding 105,270 149,880
Unamortized debt issuance costs (1,088) (1,904)
SBA debentures outstanding, net of unamortized debt issuance costs $ 104,182 $ 147,976
The Company received exemptive relief from the SEC effective November 26, 2013, which permits the Company to exclude SBA guaranteed debentures from the definition of senior securities in the statutory asset coverage ratio under the 1940 Act, allowing for greater capital deployment.
153
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
The effective interest rate on the SBA debentures, which includes amortization of deferred debt issuance costs, was 3.31%, 3.43% and 3.43% as of December 31, 2020, 2019 and 2018, respectively. Interest expense on the SBA debentures was $4,402, $5,137, and $5,137 for the years ended December 31, 2020, 2019 and 2018, respectively, which includes $332, $377, and $377 of debt issuance costs amortization, respectively.
The weighted-average fixed cash interest rate on the SBA debentures as of December 31, 2020 and 2019, was 2.98% and 3.18%, respectively.
During the year ended December 31, 2020, SBIC I LP prepaid $44,610 of SBA debentures that were contractually due September 1, 2023, March 1, 2024 and September 1, 2024. The Company recognized losses on extinguishment of debt of $678 related to the charge-off of deferred borrowing costs on the prepaid debentures.
Unsecured Notes : The Company publicly offered the Unsecured Notes Due April 2025 with an aggregate principal of $50,000, the Unsecured Notes Due October 2025 with an aggregate principal of $48,525, the Unsecured Notes Due October 2026 with an aggregate principal of $54,325 and the Unsecured Notes Due September 2023 with an aggregate principal of $25,000. The Unsecured Notes Due September 2023, the Unsecured Notes Due April 2025, the Unsecured Notes Due October 2025 and the Unsecured Notes Due October 2026, combined (the “Unsecured Notes”), totaled $177,850 in aggregate principal debt, with net proceeds of $171,281 to the Company.
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 grant a security interest), to the extent of the value of the assets securing such indebtedness, including, without limitation, borrowings under PWB Credit Facility and BNP Facility.
The indenture governing the Unsecured Notes contains certain covenants (i) prohibiting additional borrowings, including through the issuance of additional debt securities, unless the Company's asset coverage, as defined in the 1940 Act, after giving effect to any exemptive relief granted to the Company by the SEC, equals at least 150% after such borrowings; and (ii) prohibiting (a) the declaration of any cash dividend or distribution upon any class of the Company’s capital stock (except to the extent necessary for the Company to maintain its treatment as a RIC under Subchapter M of the Code), or (b) the purchase of any capital stock if the Company’s asset coverage, as defined in the 1940 Act, were below 150% at the time of such capital transaction and after deducting the amount of such transaction.
As of December 31, 2020, the Unsecured Notes had the following terms and balances:
Unsecured Notes Principal Unamortized Discount and Issuance Costs Stated Interest Rate (1)
Effective Interest Rate (2)
Maturity (3)
2020 Interest Expense (4)
Unsecured Notes Due September 2023 $ 25,000 $ 894 6.25 % 7.56 % 9/30/2023 $ 550
Unsecured Notes Due April 2025 50,000 1,109 6.38 % 6.88 % 4/30/2025 3,444
Unsecured Notes Due October 2025 48,525 1,186 6.50 % 7.01 % 10/31/2025 3,410
Unsecured Notes Due October 2026 54,325 1,708 5.95 % 6.49 % 10/31/2026 3,548
Total $ 177,850 $ 4,897 $ 10,952
(1) The weighted-average fixed cash interest rate on the Unsecured Notes as of December 31, 2020 was 6.26%.
(2) The effective interest rate on the Unsecured Notes includes deferred debt issuance cost amortization.
(3) The Unsecured Notes Due September 2023, the Unsecured Notes Due April 2025, the Unsecured Notes Due October 2025, and the Unsecured Notes Due 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 September 30, 2021, April 30, 2020, October 31, 2020, and October 31, 2021, respectively.
(4) Interest expense includes debt issuance costs amortization of $909 for the year ended December 31, 2020.
PWB Credit Facility : The Company is party to a business loan agreement (“BLA”) with Pacific Western Bank, as lender, to provide the Company with a $20,000 senior secured revolving credit facility. The PWB Credit Facility is available for general corporate purposes including investment funding and is scheduled to mature on February 28, 2021. 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 and as otherwise specified in the BLA. The PWB Credit Facility is guaranteed by OFSCC-MB and secured by all of our current and future assets excluding assets held by SBIC I LP,
154
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
OFSCC-FS, and the Company’s partnership interests in SBIC I LP and SBIC I GP. During the year ended December 31, 2020, the BLA was amended to, among other things: modify certain financial performance covenants and reduce the total commitment from $100,000 to $20,000. The Company recognized a loss on extinguishment of debt of $142 related to the charge-off of deferred borrowing costs on the commitment reduction.
The PWB Credit Facility bears interest at a variable rate of the Prime Rate plus a 0.25% margin, with a 5.25% floor, and includes an unused commitment fee, payable monthly in arrears, equal to 0.50% per annum on any unused portion. As of December 31, 2020, the stated interest rate of the PWB Credit Facility was 5.25%.
The average dollar amount of borrowings outstanding during the year ended December 31, 2020, was $15,222. The effective interest rate, which includes amortization of deferred debt issuance costs as of December 31, 2020, was 6.50% based on the maximum amount available under the PWB Credit Facility. Interest expense on the PWB Credit Facility was $1,285, $2,136 and $959 for the years ended December 31, 2020, 2019, and 2018, respectively, which includes $225, $283 and $180 of deferred financing amortization, respectively Unamortized debt issuance costs included in prepaid expenses and other assets on the consolidated statements of assets and liabilities as of December 31, 2020 and 2019 were $11 and $399, respectively.
As of December 31, 2020, availability under the PWB Credit Facility was $19,400 based on the stated advance rate of 50% under the borrowing base, and the $600 outstanding.
On February 17, 2021, the Company amended the BLA to among other things: (i) increase the maximum amount available from $20,000 to $25,000; (ii) decrease the interest rate floor from 5.25% per annum to 5.00% per annum; (iii) modify certain financial performance covenants; and (iv) extend the maturity date from February 28, 2021 to February 28, 2023.
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, and a maximum debt/worth ratio. 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 December 31, 2020, the Company was in compliance with the applicable covenants.
BNP Facility: OFSCC-FS is party to the BNP Facility, which provides for borrowings in an aggregate principal amount up to $150,000, of which $31,450 was drawn as of December 31, 2020. Borrowings under the BNP Facility bear interest of LIBOR plus an applicable spread, which is determined on the basis of industry-recognized portfolio company metrics at the time of funding. The effective interest rate on the BNP Facility was 5.53% at December 31, 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. The BNP Facility also contains customary events of default, including, without limitation, nonpayment, failure to maintain valid ownership interest in all of the collateral and bankruptcy. Borrowings under the BNP Facility are secured by substantially all of the assets held by OFSCC-FS, which were $72,412 and $92,513, or 15% and 17% of the Company's total consolidated assets at December 31, 2020 and 2019, respectively. OFSCC-FS incurred fees to the lenders as well as legal costs of approximately $1,346 to establish the BNP Facility, which are amortized over the life of the facility. Unamortized debt issuance costs included in prepaid expenses and other assets on the consolidated statements of assets and liabilities as of December 31, 2020 and 2019 were $1,004 and $1,229, respectively. The unused commitment under the BNP Facility was $118,550 as of December 31, 2020.
The average dollar amount of borrowings outstanding during the year ended December 31, 2020, was $39,182. For the year ended December 31, 2020 interest expense on the BNP Facility was $2,168, which included $225 of deferred financing amortization.
The average dollar borrowings and average interest rate for all Company debt during the years ended December 31, 2020, 2019 and 2018, were as follows:
Year ended Average Dollar Borrowings Weighted Average Interest Rate
December 31, 2020 $ 347,229 5.32 %
December 31, 2019 307,826 4.99
December 31, 2018 206,936 4.37
155
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
As of December 31, 2020, the Company's debt liabilities are scheduled to mature as follows:
Principal Due by Year
Debt liabilities Total 2021 2022 2023 2024 2025 Thereafter
PWB Credit Facility (1)
$ 600 600 $ — $ — $ — $ — $ —
BNP Facility 31,450 — — — 31,450 — —
SBA Debentures (2)
105,270 — 14,000 — 2,765 88,505 —
Unsecured Notes (3)
177,850 — — 25,000 — 98,525 54,325
Total $ 315,170 $ 600 $ 14,000 $ 25,000 $ 34,215 $ 187,030 $ 54,325
(1) The PWB Credit Facility was amended on February 17, 2021 to among other things, modify the scheduled maturity to February 28, 2023.
(2) During the year ended December 31, 2020, SBIC I LP prepaid $44,610 in SBA debentures prior to their scheduled maturities.
(3) On February 10, 2021, the Company exercised its option to redeem all issued and outstanding Unsecured Notes Due April 2025 and Unsecured Notes Due October 2025. The Company will redeem the $98,525 in aggregate principal of such unsecured notes on March 12, 2021, and expects to recognize a loss on extinguishment of debt of approximately $2,295 in the first quarter of 2021.
Note 8. Federal Income Tax
Filing status: The Company has elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain its status as a RIC, the Company is required to distribute annually to its stockholders at least 90% of its ICTI, as defined by the Code. Additionally, to avoid a 4% U.S. federal excise tax on undistributed earnings the Company is required to distribute each calendar year the sum of (i) 98% of its ordinary income for such calendar year, (ii) 98.2% of its 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 the Company paid no U.S. federal income tax. Maintenance of the Company's RIC status also requires adherence to certain source of income and asset diversification requirements.
OFSCC-MB, an entity taxed as a corporation under Subchapter C of the Code, is consolidated in the Company’s GAAP financial statements but is not included in the determination of ICTI or the RIC compliance requirements of the Company. The income of OFSCC-MB, net of applicable income taxes, is not included in the Company’s ICTI until distributed by OFSCC-MB, which may result in timing and character differences between the Company’s GAAP and tax-basis net investment income and realized gains and losses.
Taxable income and distributions: The Company has met the required distribution, source of income and asset diversification requirements as of December 31, 2020, and intends to continue meeting these requirements. Accordingly, there is no liability for federal income taxes at the Company level. The Company’s ICTI differs from the net increase in net assets resulting from operations primarily due to differences in income recognition on the unrealized appreciation/depreciation of investments, income from Company’s equity investments in pass-through entities, PIK dividends that have not yet been declared and paid by underlying portfolio companies, capital gains and losses and the net creation or utilization of capital loss carryforwards. The Company recognized approximately $15,449 of ordinary taxable income during the year ended December 31, 2020.
The distributions paid to stockholders are reported as ordinary income, long-term capital gains, and returns of capital. The tax character of distributions paid were as follows:
Years Ended December 31,
2020 2019 2018
Ordinary taxable income $ 11,516 $ 18,176 $ 18,053
Long-term capital gain — — 5,036
Total distributions to stockholders $ 11,516 $ 18,176 $ 23,089
156
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Tax-basis components of distributable earnings (accumulated losses) as of December 31, 2020 and 2019, were as follows:
December 31,
2020 2019
Ordinary income (RIC) $ 5,640 $ 2,578
Net operating loss carry-forward (OFSCC-MB; C-Corporation) (1,188) —
Capital loss carryforwards:
RIC – short-term, non-expiring
(695) —
RIC – long-term, non-expiring
(17,325) (8,578)
OFSCC-MB (C-Corporation) – short-term, expires in 2025
(446) —
The Company records reclassifications to its capital accounts related to permanent differences between GAAP and tax treatment of goodwill amortization and impairment, excise taxes, return-of-capital distributions, and other permanent differences. The Company recorded reclassifications to decrease additional paid-in capital against total distributable earnings (accumulated loss) of $331, $462 and $62 for the years ended December 31, 2020, 2019 and 2018, respectively.
The tax-basis cost of investments and associated tax-basis gross unrealized appreciation (depreciation) inherent in the fair value of investments as of December 31, 2020 and 2019, were as follows:
December 31,
2020 2019
Tax-basis amortized cost of investments $ 456,634 $ 531,781
Tax-basis gross unrealized appreciation on investments 50,176 24,326
Tax-basis gross unrealized depreciation on investments (64,487) (39,176)
Tax-basis net unrealized depreciation on investments (14,311) (14,850)
Fair value of investments $ 442,323 $ 516,931
Deferred taxes: The Company recognizes deferred taxes on the unrealized appreciation or depreciation of securities held through OFSCC-MB. Deferred tax assets and liabilities are measured using enacted corporate federal tax rates expected to apply to taxable income in the years in which those unrealized gains and losses are realized. The recoverability of deferred tax assets is assessed and a valuation allowance is recorded to the extent that it is more likely than not that any portion of the deferred tax asset will not be realized on the basis of the projected taxable income or other taxable events in OFSCC-MB. Deferred tax assets and liabilities, and related valuation allowance, as of December 31, 2020 and 2019, were as follows:
December 31,
2020 2019
Total deferred tax assets $ 1,012 $ 442
Total deferred tax liabilities (1,153) (838)
Valuation allowance on net deferred tax assets — —
Net unrealized appreciation (depreciation) on investments reported in the consolidated statements of operations includes $275, $(416) and $(4) of net deferred tax expense (benefit) for the years ended December 31, 2020, 2019 and 2018, respectively.
157
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 each year in the five-year period ended December 31, 2020:
Years Ended December 31,
2020 2019 2018 2017 2016
Per share operating performance:
Net asset value per share at beginning of year
$ 12.46 $ 13.10 $ 14.12 $ 14.82 $ 14.76
Net investment income (4)
0.92 1.43 1.38 1.28 1.46
Net realized gain (loss) on non-control/non-affiliate investments (4)
(0.75) (0.29) (0.37) (0.26) 0.25
Net realized gain on affiliate investments (4)
— — 0.01 0.81 —
Net unrealized depreciation on non-control/non-affiliate investments (4)
(0.82) (0.72) (0.19) (0.78) (0.69)
Net unrealized appreciation (depreciation) on affiliate investments (4)
0.94 0.40 (0.06) (0.41) 0.33
Net unrealized appreciation (depreciation) on control investment (4)
0.13 (0.10) (0.06) — 0.07
Loss on extinguishment of debt (4)
(0.06) — — — —
Loss on impairment of goodwill (4)
(0.08) — — — —
Total from operations 0.28 0.72 0.71 0.64 1.42
Distributions
(0.86) (1.36) (1.73) (1.36) (1.36)
Issuance of common stock (5)
(0.03) — — (0.03) —
Other (6)
— — — 0.05 —
Net asset value per share at end of year $ 11.85 $ 12.46 $ 13.10 $ 14.12 $ 14.82
Per share market value, end of period
$ 7.15 $ 11.17 $ 10.60 $ 11.90 $ 13.76
Total return based on market value (1)
(24.0) % 18.3 % 3.5 % (4.7) % 32.3 %
Total return based on net asset value (2)
13.6 % 6.7 % 7.8 % 5.0 % 10.9 %
Shares outstanding at end of period 13,409,559 13,376,836 13,357,337 13,340,217 9,700,297
Weighted average shares outstanding
13,394,005 13,364,244 13,348,203 12,403,706 9,693,801
Ratio/Supplemental Data (in thousands except ratios)
Average net asset value (3)
$ 148,175 $ 171,889 $ 182,468 $ 171,631 $ 142,818
Net asset value at end of year
$ 158,956 $ 166,627 $ 175,023 $ 188,336 $ 143,778
Net investment income
$ 12,295 $ 19,098 $ 18,385 $ 15,877 $ 14,145
Ratio of total expenses, net to average net assets (8)
22.4 % 19.4 % 13.4 % 10.2 % 11.9 %
Ratio of total expenses, net and losses on impairment of goodwill and extinguishment of debt to average net assets (9)
23.7 % — % — % — % — %
Ratio of net investment income to average net assets (10)
8.3 % 11.1 % 10.5 % 8.4 % 9.8 %
Ratio of goodwill impairment loss to average net assets 0.7 % — % — % — % — %
Ratio of loss on extinguishment of debt to average net assets 0.6 % — % — % — % — %
Portfolio turnover (7)
28.1 % 21.2 % 41.9 % 50.4 % 18.1 %
(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 end of each calendar quarter within the period indicated.
(4) Calculated on the average share method.
(5) The issuance of common stock on a per share basis reflects the incremental net asset value change as a result of the Offering.
158
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(6) Represents the impact of different share amounts used in calculating per share data as a result of calculating certain per share data based on a weighted average shares outstanding during the period and certain per share data based on the shares outstanding as of a period end or transaction date.
(7) Portfolio turnover rate is calculated using the lesser of year-to-date sales, Structured Finance Note distributions and principal payments or year-to-date purchases over the average of the invested assets at fair value at the beginning of the indicated period and the end of each calendar quarter within the period indicated.
(8) Ratio of total expenses before incentive fee waiver to average net assets was 22.7% and 13.4% for the years ended December 31, 2020 and December 31, 2018, respectively.
(9) Ratio of total expenses before incentive fee waiver and losses on impairment of goodwill and extinguishment of debt to average net assets was 24.0% for the year ended December 31, 2020.
(10) Ratio of net investment income before incentive fee waiver to average net assets was 8.0% and 10.5% for the years ended December 31, 2020 and December 31, 2018, respectively.
Note 10. Capital Transactions
Distributions: The Company intends to make distributions to stockholders on a quarterly basis of substantially all of its net investment income. In addition, although the Company intends to make distributions of any net realized capital gains, out of assets legally available for such distributions at least annually, the Company may in the future decide to retain such net investment income and capital gains for investment or corporate purposes.
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 also be affected by its restrictions imposed by the SBA regulations on the Company's wholly owned SBIC subsidiary, 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. At December 31, 2020 and December 31, 2019, net assets of SBIC I LP were $118,554 and $99,848, respectively, which included cash of $32,187 and $1,851, of which $18,257 and $1,851 were available for distribution at December 31, 2020 and 2019, respectively. At December 31, 2020 and December 31, 2019, net assets of OFSCC-FS were $39,942 and $25,578, respectively, which included cash of $3,264 and $2,172 of which $618 and $-0- were available for distribution to the Company at December 31, 2020 and 2019, respectively.
The following table summarizes distributions declared and paid for the years ended December 31, 2020, 2019 and 2018:
Date Declared Record Date Payment Date Amount
Per Share Cash
Distribution DRIP Shares
Issued DRIP Shares
Value
Year ended December 31, 2018
February 12, 2018 (1)
March 22, 2018 March 29, 2018 $ 0.37 $ 4,886 4,459 $ 50
February 27, 2018 March 22, 2018 March 29, 2018 0.34 4,490 4,098 46
May 1, 2018 June 22, 2018 June 29, 2018 0.34 4,518 1,684 20
August 3, 2018 September 14, 2018 September 28, 2018 0.34 4,511 2,366 28
October 30, 2018 December 17, 2018 December 31, 2018 0.34 4,489 4,813 51
$ 1.73 $ 22,894 17,420 $ 195
Year ended December 31, 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
July 30, 2019 September 23, 2019 September 30, 2019 0.34 4,487 4,990 58
November 6, 2019 December 24, 2019 December 31, 2019 0.34 4,486 5,385 60
$ 1.36 $ 17,949 19,499 $ 227
Year ended December 31, 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
July 28, 2020 September 23, 2020 September 30, 2020 0.17 2,246 6,708 32
November 3, 2020 December 24, 2020 December 31, 2020 0.18 2,391 3,157 22
$ 0.86 $ 11,365 32,723 $ 150
(1) Special distribution representing undistributed net long-term capital gains realized by the Company in 2017.
159
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
The following table represents DRIP participation for the years ended December 31, 2020, 2019 and 2018, respectively:
For the Year Ended DRIP Shares Value Total Distribution Declared DRIP Shares Issued Average Value Per Share
December 31, 2020 150 $ 11,516 32,723 $ 4.60
December 31, 2019 227 18,176 19,500 11.62
December 31, 2018 195 23,089 17,420 11.16
Since the Company’s IPO in 2012, distributions to stockholders total $120,555, or $10.58 per share on a cumulative basis.
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 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 source of the distribution is mailed to the Company’s stockholders. For the year ended December 31, 2020, approximately $0.86 per share, $0.00 per share, and $0.00 per share of the Company’s distributions represented ordinary income, long-term capital gain, and a return of capital to its stockholders, respectively.
Stock repurchase program: The Company is authorized to acquire up to $10,000 of our outstanding common stock through May 22, 2022 (the “Stock Repurchase Program”). Under the Stock Repurchase Program, the Company may 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 may be extended, modified or discontinued at any time for any reason.
The following table summarizes the shares of common stock the Company repurchased under the Stock Repurchase Program (amount in thousands except shares):
Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) That May Yet be Purchased Under the Plans or Programs
May 22, 2018 through December 31, 2018 300 $ 10.29 300 $ 9,997
January 1, 2019 through December 31, 2019 — — — —
January 1, 2020 through December 31, 2020 — — — —
Total 300 10.29 300 9,997
160
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
Year Ended December 31, 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)
December 31, 2020, Fair Value (5)
Control Investment
MTE Holding Corp. Subordinated Loan $ — $ (33) $ 1,217 $ — $ 66 $ 1,283 $ 7,464 $ 391 $ (33) $ 7,822
Common Equity — 1,737 — — — — 1,253 1,737 — 2,990
— 1,704 1,217 — 66 1,283 8,717 2,128 (33) 10,812
Total Control Investment — 1,704 1,217 — 66 1,283 8,717 2,128 (33) 10,812
Affiliate Investments
3rd Rock Gaming Holdings, LLC Senior Secured Loan — (9,235) 572 — — 572 20,099 — (10,841) 9,258
Common Equity (6)
— (1,044) — — — — 1,044 — (1,044) —
— (10,279) 572 — — 572 21,143 — (11,885) 9,258
Chemical Resources Holdings, Inc. Senior Secured Loan — (40) 1,352 — — 1,352 13,746 38 (40) 13,744
Common Equity (6)
— 757 — — — — 2,662 758 — 3,420
— 717 1,352 — — 1,352 16,408 796 (40) 17,164
161
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Year Ended December 31, 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)
December 31, 2020, Fair Value (5)
Contract Datascan Holdings, Inc. Subordinated Loan $ — $ (5) $ 912 $ — $ — $ 912 $ 8,000 $ 27 $ (8,027) $ —
Preferred Equity (7)
— (3,231) 250 — — 250 5,671 250 (3,231) 2,690
Common Equity (6)
— (625) — — — — 671 — (625) 46
— (3,861) 1,162 — — 1,162 14,342 277 (11,883) 2,736
DRS Imaging Services, LLC Senior Secured Loan — 101 1,188 — — 1,188 10,569 172 (10,741) —
Common Equity (6)
— 418 — — — — 1,331 418 — 1,749
— 519 1,188 — — 1,188 11,900 590 (10,741) 1,749
Master Cutlery, LLC Subordinated Loan (6)
— 91 — — — — 255 91 — 346
Preferred Equity (6)
— — — — — — — — — —
Common Equity (6)
— — — — — — — — — —
— 91 — — — — 255 91 — 346
NeoSystems Corp. Preferred Stock (7)
— (181) 180 — — 180 2,250 181 (181) 2,250
Pfanstiehl Holdings, Inc. Subordinated Loan — 19 361 — — 361 3,788 19 (3,807) —
Common Equity — 24,242 — 450 — 450 11,979 24,242 — 36,221
— 24,261 361 450 — 811 15,767 24,261 (3,807) 36,221
162
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Year Ended December 31, 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)
December 31, 2020, Fair Value (5)
Professional Pipe Holdings, LLC Senior Secured Loan $ — $ (269) $ 848 $ — $ — $ 848 $ 7,170 $ 128 $ (1,212) $ 6,086
Common Equity (6)
— (1,205) — — — — 2,413 — (1,205) 1,208
— (1,474) 848 — — 848 9,583 128 (2,417) 7,294
TalentSmart Holdings, LLC Senior Secured Loan — — 855 — 205 1,060 9,833 167 (10,000) —
Senior Secured Loan (Revolver) — — 42 — — 42 242 258 (500) —
Common Equity (6)
— (289) — — — 1,500 95 (289) 1,306
— (289) 897 — 205 1,102 11,575 520 (10,789) 1,306
TRS Services, Inc. Senior Secured Loan — (8) 81 — 7 88 14,623 9 (14,632) —
Preferred Equity (Class AA units) — (2) 6 — — 6 547 6 (553) —
Preferred Equity (Class A units) — 1,194 69 — — 69 3,095 1,194 (3,374) 915
Common Equity (6)
— — — — — — — — — —
— 1,184 156 — 7 163 18,265 1,209 (18,559) 915
163
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Year Ended December 31, 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)
December 31, 2020, Fair Value (5)
TTG Healthcare, LLC Senior Secured Loan $ — $ 291 $ 1,338 $ — $ 253 $ 1,591 $ 11,767 $ 7,891 $ (128) $ 19,530
Preferred Equity (6)
— 1,653 — — — — 2,424 1,653 — 4,077
— 1,944 1,338 — 253 1,591 14,191 9,544 (128) 23,607
Total Affiliate Investments — 12,633 8,054 450 465 8,969 135,679 37,598 (70,430) 102,846
Total Control and Affiliate Investments — $ 14,337 $ 9,271 $ 450 $ 531 $ 10,252 $ 144,396 $ 39,726 $ (70,463) $ 113,658
(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.
(2) Represents the total amount of interest, fees or dividends included in 2020 income for the portion of the year ended December 31, 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 net 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.
164
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Year Ended December 31, 2019
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, 2018, Fair Value Gross
Additions (3)
Gross
Reductions (4)
December 31, 2019, Fair Value (5)
Control Investment
MTE Holding Corp. Subordinated Loan $ — $ (15) $ 1,172 $ — $ 42 $ 1,214 $ 7,296 $ 183 $ (15) $ 7,464
Common Equity — (1,396) — 89 — 89 2,649 — (1,396) 1,253
— (1,411) 1,172 89 42 1,303 9,945 183 (1,411) 8,717
Total Control Investment — (1,411) 1,172 89 42 1,303 9,945 183 (1,411) 8,717
Affiliate Investments
3rd Rock Gaming Holdings, LLC Senior Secured Loan — 253 2,360 — — 2,360 20,023 451 (375) 20,099
Common Equity (6)
— (29) — — — — 1,073 — (29) 1,044
— 224 2,360 — — 2,360 21,096 451 (404) 21,143
Chemical Resources Holdings, Inc. Senior Secured Loan — 154 1,395 — 204 1,599 — 13,932 (186) 13,746
Common Equity (6)
— 849 — — — — — 2,662 — 2,662
— 1,003 1,395 — 204 1,599 — 16,594 (186) 16,408
Contract Datascan Holdings, Inc. Subordinated Loan — (5) 931 — — 931 8,000 5 (5) 8,000
Preferred Equity (7)
— (1,636) 656 — — 656 6,652 656 (1,637) 5,671
Common Equity (6)
— (1,642) — — — — 2,313 — (1,642) 671
— (3,283) 1,587 — — 1,587 16,965 661 (3,284) 14,342
165
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Year Ended December 31, 2019
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, 2018, Fair Value Gross
Additions (3)
Gross
Reductions (4)
December 31, 2019, Fair Value (5)
DRS Imaging Services, LLC Senior Secured Loan $ — $ 56 $ 1,317 $ — $ — $ 1,317 $ 10,617 $ 75 $ (123) $ 10,569
Common Equity (6)
— 134 — — — — 1,197 134 — 1,331
— 190 1,317 — — 1,317 11,814 209 (123) 11,900
Master Cutlery, LLC Subordinated Loan (6)
— (595) — — — — 850 718 (1,313) 255
Preferred Equity (6)
— — — — — — — — — —
Common Equity (6)
— — — — — — — — — —
— (595) — — — — 850 718 (1,313) 255
NeoSystems Corp. Preferred Stock (7)
— (161) 162 — — 162 2,250 162 (162) 2,250
Pfanstiehl Holdings, Inc. Subordinated Loan — 7 390 — — 390 3,788 8 (8) 3,788
Common Equity — 3,619 — 413 — 413 8,360 3,619 — 11,979
— 3,626 390 413 — 803 12,148 3,627 (8) 15,767
Professional Pipe Holdings, LLC Senior Secured Loan — 343 999 — — 999 7,466 470 (766) 7,170
Common Equity (6)
— 1,644 — — — — 769 1,644 — 2,413
— 1,987 999 — — 999 8,235 2,114 (766) 9,583
TalentSmart Holdings, LLC Senior Secured Loan — — 203 — — 203 — 10,008 (175) 9,833
Senior Secured Loan (Revolver) — — 4 — — 4 — 251 (9) 242
Common Equity (6)
— — — — — — — 1,500 — 1,500
— — 207 — — 207 — 11,759 (184) 11,575
166
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Year Ended December 31, 2019
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, 2018, Fair Value Gross
Additions (3)
Gross
Reductions (4)
December 31, 2019, Fair Value (5)
TRS Services, Inc. Senior Secured Loan $ — $ 179 $ 1,842 $ — $ 6 $ 1,848 $ 14,446 $ 14,995 $ (14,818) $ 14,623
Preferred Equity (Class AA units) (7)
— (6) 80 — — 80 473 80 (6) 547
Preferred Equity (Class A units) (6)
— 2,269 — — — — 826 2,269 — 3,095
Common Equity (6)
— — — — — — — — — —
— 2,442 1,922 — 6 1,928 15,745 17,344 (14,824) 18,265
TTG Healthcare, LLC Senior Secured Loan — (171) 1,282 — 11 1,293 — 14,951 (3,184) 11,767
Preferred Equity (6)
— 115 — — 2,424 — 2,424
— (56) 1,282 — 11 1,293 — 17,375 (3,184) 14,191
Total Affiliate Investments — 5,376 11,621 413 221 12,255 89,103 71,014 (24,438) 135,679
Total Control and Affiliate Investments — $ 3,965 $ 12,793 $ 502 $ 263 $ 13,558 $ 99,048 $ 71,197 $ (25,850) $ 144,396
(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.
(2) Represents the total amount of interest, fees or dividends included in 2019 income for the portion of the year ended December 31, 2019, 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 net 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.
167
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 January 5, 2021, SBIC I LP prepaid $9,765 of SBA debentures that were contractually due September 1, 2022 and September 1, 2024.
On February 10, 2021, the Company and U.S. Bank National Association, entered into a Fifth Supplemental Indenture, relating to the Company’s issuance of $100,000 aggregate principal amount of its 4.75% notes due 2026 (the “Unsecured Notes Due February 2026”). The Unsecured Notes Due February 2026 will mature on February 10, 2026, and the Company may redeem the Unsecured Notes Due February 2026 in whole or in part at any time, or from time to time, at the Company’s option at par plus a "make-whole" premium, if applicable. The Unsecured Notes Due February 2026 bear interest at a rate of 4.75% per year payable semi-annually in arrears on February 10 and August 10 of each year, commencing on August 10, 2021.
Also, on February 10, 2021, the Company caused notices to be issued to the holders of the Unsecured Notes Due April 2025 and the holders of the Unsecured Notes Due October 2025 regarding its exercise of the option to redeem all of the issued and outstanding Unsecured Notes Due April 2025 and Unsecured Notes Due October 2025. The Company will redeem all $50,000 in aggregate principal amount of the Unsecured Notes Due April 2025 and all $48,525 in aggregate principal amount of the Unsecured Notes Due October 2025 on March 12, 2021. The Unsecured Notes Due April 2025 and the Unsecured Notes Due October 2025 will be redeemed at 100% of their principal amount ($25 per Note), plus the accrued and unpaid interest thereon from January 31, 2021, through, but excluding, March 12, 2021. The Company expects to recognize a loss on extinguishment of debt of $2,295 related to the charge-off of deferred borrowing costs on the redemption of the notes.
On March 2, 2021, the Company’s Board declared a distribution of $0.20 per share for the first quarter of 2021, payable on March 31, 2021 to stockholders of record as of March 24, 2021.
168
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.