Management's Discussion and Analysis of Financial Condition and Results of Operations
The following analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto contained elsewhere in this Quarterly Report on Form 10-Q. For additional overview information on the Company, see "Item 1. Business" in our Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 14, 2025.
Overview
Key performance metrics per common share are presented below:
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|
|
|
|
|
|
|
|
September 30, 2025
|
|
June 30, 2025
|
|
Net asset value
|
|
$
|
8.91
|
|
|
$
|
9.64
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
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|
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|
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|
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|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
|
September 30, 2025
|
|
June 30, 2025
|
|
September 30, 2025
|
|
September 30, 2024
|
|
Net investment income
|
|
$
|
0.17
|
|
|
$
|
0.18
|
|
|
$
|
0.53
|
|
|
$
|
0.74
|
|
|
Net increase (decrease) in net assets resulting from operations
|
|
(0.54)
|
|
|
(0.01)
|
|
|
(0.73)
|
|
|
0.29
|
|
|
Distributions declared
|
|
0.18
|
|
|
0.18
|
|
|
0.54
|
|
|
0.76
|
|
Our NAV per common share decreased from $9.64at June 30, 2025 to $8.91 at September 30, 2025, primarily due to a net loss on investments of $0.71 per common share.
For the three months ended September 30, 2025, total investment income decreased $148,343 compared to the prior quarter, primarily due to the placement of a portfolio company on non-accrual status during the quarter and the reversal of accrued and unpaid interest from the prior quarter. See "-Results of Operations" for additional information.
For the three months ended September 30, 2025, we recognized a net loss on investments of $1,119,459 due to a net realized loss of $773,945 and net unrealized depreciation of $345,514, net of taxes. For the three months ended September 30, 2025, our net realized loss of $773,945 was primarily due to the sale of a debt investment, resulting in a current quarter impact to our NAV of $252,322. For the three months ended September 30, 2025, our net unrealized depreciation of $345,514, net of taxes, was primarily attributable to net unrealized depreciation of $580,611 on our Structured Finance Securities.
As of September 30, 2025, we had non-accrual loans with an aggregate fair value of $1,272,661, or 4.1% of our total investments at fair value. See "-Portfolio Composition and Investment Activity" for additional information.
Our total outstanding debt decreased from $19,015,000 at June 30, 2025 to $17,150,000 at September 30, 2025. For the three months ended September 30, 2025, our weighted-average debt interest costs decreased to 6.7%, compared to 6.9% during the prior quarter, primarily due to a decrease in the outstanding balance on our Banc of California Credit Facility. As of September 30, 2025, 87% of our total outstanding debt was fixed rate and all of our total outstanding debt contractually matures in 2026.
As of September 30, 2025, our asset coverage ratio of 180% exceeded the minimum asset coverage requirement of 150% under the 1940 Act, and we remained in compliance with all applicable covenants under our outstanding debt obligations. As of September 30, 2025, we had an unused commitment of $12,850,000 under our Banc of California Credit Facility, subject to the terms of the borrowing base and other covenants. As of September 30, 2025, we had unfunded commitments of $1,720,223 to fund various undrawn revolvers and other portfolio investments. We continue to believe that we have sufficient levels of liquidity to support our commitments to existing portfolio companies and selectively deploy capital in new investment opportunities. See "-Liquidity and Capital Resources" for additional information.
On October 29, 2025, our Board declared a distribution of $0.04375 per common share, which represents a 5.25% annualized distribution yield based on our common stock offering price as of October 30, 2025, which will be paid on January 15, 2026 to stockholders of record on October 29, 2025.
On November 4, 2025, our Board approved a tender offer, commencing on November 28, 2025, to purchase 2.5% of the weighted average number of shares of the outstanding common stock for the trailing 12-month period ending September 30, 2025. Commencing with the tender offer in March 2026, our Board expects to approve offers to purchase approximately 4.0% of the weighted average number of outstanding shares of our common stock in any 12-month period, subject to a 1.0% limit in each quarter.
Related Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the following:
•The Investment Advisory Agreement with OFS Advisor to manage our operating and investment activities. Under the Investment Advisory Agreement, we have agreed to pay OFS Advisor an annual base management fee based on the average value of our total assets (other than cash and cash equivalents but including assets purchased with borrowed amounts and including assets owned by any consolidated entity) as well as an incentive fee based on our investment performance. See "Item 1. Financial Statements--Notes to Consolidated Financial Statements- Note 3."
•The Dealer Manager Agreement with CCO, an affiliate of OFS Advisor, to provide sales, promotional and marketing services to us in connection with the Offering. See "Item 1. Financial Statements--Notes to Consolidated Financial Statements- Note 3."
•The Administration Agreement with OFS Services, an affiliate of OFS Advisor, to provide us with the office facilities and administrative services necessary to conduct our operations. See "Item 1. Financial Statements-Notes to Consolidated Financial Statements-Note 3."
•Expense Limitation Agreement: OFS Advisor limits certain of our incurred expenses under the Investment Advisory Agreement which contains provisions limiting organization and offering costs and Contractual Issuer Expenses. The agreement contains conditions pursuant to which we may become obligated to reimburse OFS Advisor for expense limitation provided thereunder. See "Item 1. Financial Statements-Notes to Consolidated Financial Statements-Note 3.
The Second Amended Expense Support Agreement limited certain operating expenses. On November 26, 2024, we entered into the ESA Termination Agreement with OFS Advisor to terminate the Second Amended Expense Support Agreement effective January 1, 2025.
OFS Advisor's services under the Investment Advisory Agreement are not exclusive to us and OFS Advisor is free to furnish similar services to other entities, including other funds advised or sub-advised by OFS Advisor, so long as its services to us are not impaired. OFS Advisor also serves as the investment adviser to other funds, including OFS Capital and OCCI. Additionally, OFS Advisor provides sub-advisory services to: (i) CMFT Securities Investments, LLC, a wholly owned subsidiary of CIM Real Estate Finance Trust, Inc., a corporation that qualifies as a real estate investment trust; and (ii) CIM Real Assets & Credit Fund, an externally managed registered investment company that operates as an interval fund that invests primarily in a combination of real estate, credit and related investments.
The 1940 Act generally prohibits BDCs from making certain negotiated co-investments with certain affiliates absent an order from the SEC permitting the BDC to do so. On August 4, 2020, we received our existing Order, which superseded a previous order that we received on October 12, 2016, and provides us with greater flexibility to enter into co-investment transactions with certain Affiliated Funds in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with certain conditions. We are generally permitted to co-invest with Affiliated Funds if, under the terms of the Order, a "required majority" (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including that: (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned; (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies; (3) the investment by our affiliates would not disadvantage us, and our participation would not be on a basis different from or less advantageous than that on which our affiliates are investing; and (4) the proposed investment by us would not benefit OFS Advisor, the other Affiliated Funds that are participating in the investment, or any affiliated person of any of them (other than parties to the transaction), except to the extent permitted by the exemptive relief and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act.
In addition, we may file a new application for exemptive relief that, if granted, would supersede our existing Order and permit us to co-invest pursuant to a different set of conditions than those in our existing Order. However, if filed, there is no guarantee that such application will be granted.
Conflicts may arise when an account managed by OFS Advisor makes an investment in conjunction with an investment being made by an Affiliated Account, or in a transaction where an Affiliated Account has already made an investment. Investment opportunities are, from time to time, appropriate for more than one account in the same, different or overlapping securities of a portfolio company's capital structure. Conflicts arise in determining the terms of investments, particularly where these accounts may invest in different types of securities in a single portfolio company. Potential conflicts arise when addressing, among other things, questions as to whether payment obligations and covenants should be enforced, modified or waived, or whether debt should be restructured, modified or refinanced. For additional information see "Item 1.
Business-Regulation-Conflicts of Interest" and "Item 1A. Risk Factors-Risks Related to OFS Advisor and its Affiliates-We have potential conflicts of interest related to obligations that OFS Advisor or its affiliates may have to other clients" in our Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 14, 2025.
Critical Accounting Policies and Estimates
Our critical accounting policies and estimates are those relating to revenue recognition, expense limitation agreements and fair value estimates. Management has discussed the development and selection of each critical accounting policy and estimate with the Audit Committee of the Board. For descriptions of our revenue recognition and fair value policies, see "Item 8. Financial Statements-Notes to Consolidated Financial Statements-Note 2" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations- Critical Accounting Policies and Significant Estimates" in our Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 14, 2025.
The following table illustrates the impact of our fair value measures if we selected the low or high end of the range of values for all investments as of September 30, 2025:
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Fair Value as of September 30, 2025
|
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Range of Fair Value(1)
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Investment Type
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Low-end
|
|
High-end
|
|
Debt investments:
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|
|
|
|
|
|
|
First lien
|
|
$
|
17,864,328
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|
|
$
|
17,589,331
|
|
|
$
|
18,171,669
|
|
|
Second lien
|
|
7,273,575
|
|
|
6,989,511
|
|
|
7,557,641
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|
|
|
|
|
|
|
|
|
|
Structured Finance Securities:
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|
|
|
|
|
|
|
Subordinated notes and other CLO equity related investments
|
|
5,069,480
|
|
|
4,783,720
|
|
|
5,355,242
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|
|
|
|
|
|
|
|
|
|
Equity investments:
|
|
|
|
|
|
|
|
Preferred equity
|
|
36,265
|
|
|
36,265
|
|
|
36,265
|
|
|
Common equity and warrants
|
|
496,753
|
|
|
437,428
|
|
|
550,590
|
|
|
|
|
$
|
30,740,401
|
|
|
$
|
29,836,255
|
|
|
$
|
31,671,407
|
|
(1) A majority of our investments are classified as Level 3 under ASC Topic 820. This means that our portfolio valuations are based on unobservable inputs and assumptions about how market participants would price the asset in question. Inputs into the determination of fair value of our portfolio investments require significant management judgment and estimation.
Portfolio Composition and Investment Activity
Portfolio Composition
The following table summarizes the composition of our investment portfolio as of September 30, 2025 and December 31, 2024:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2025
|
|
December 31, 2024
|
|
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|
First lien debt investments(1)
|
$
|
19,104,077
|
|
|
$
|
17,864,328
|
|
|
$
|
18,869,194
|
|
|
$
|
18,050,368
|
|
|
Second lien debt investments
|
8,088,897
|
|
|
7,273,575
|
|
|
11,397,577
|
|
|
10,720,330
|
|
|
Preferred equity investments
|
34,464
|
|
|
36,265
|
|
|
34,464
|
|
|
35,763
|
|
|
Common equity and warrant investments
|
340,671
|
|
|
496,753
|
|
|
340,671
|
|
|
532,683
|
|
|
Total Portfolio Company Investments
|
27,568,109
|
|
|
25,670,921
|
|
|
30,641,906
|
|
|
29,339,144
|
|
|
Structured Finance Securities
|
7,873,103
|
|
|
5,069,480
|
|
|
8,867,147
|
|
|
6,714,898
|
|
|
Total Investments
|
$
|
35,441,212
|
|
|
$
|
30,740,401
|
|
|
$
|
39,509,053
|
|
|
$
|
36,054,042
|
|
|
Total number of Portfolio Companies and Structured Finance Securities
|
32
|
|
|
32
|
|
|
34
|
|
|
34
|
|
(1) As of September 30, 2025 and December 31, 2024, first lien debt investments include unitranche investments (which are loans that combine both senior and subordinated debt, in a first lien position) with an amortized cost and fair value of
$13,796,179 and $13,314,783, respectively, and $12,118,634 and $12,008,672, respectively. May also include secondary priority debt investments held through a first lien position.
As of September 30, 2025, 100% and 82% of our loan portfolio and total portfolio consisted of first lien and second lien debt investments, respectively, based on fair value.
As of September 30, 2025, the three largest industries of our Portfolio Company Investments by fair value, were: (1) Health Care and Social Assistance of 24.8%; (2) Manufacturing of 14.6%; and (3) Information of 10.5%, totaling an aggregate of approximately 49.9% of our debt and equity investment portfolio. For a full summary of our investment portfolio by industry, see "Item 1. Financial Statements-Note 4."
The following table presents our ten largest investments by issuer based on fair value as of September 30, 2025:
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|
|
|
|
|
Issuer Name
|
|
Type
|
|
Amortized Cost
|
|
Fair Value
|
|
% of Total Portfolio, at Fair Value
|
|
% of Net Assets, at Fair Value
|
|
Apex Credit CLO 2020 Ltd.
|
|
Structured Finance Security(1)
|
|
$
|
3,050,138
|
|
|
$
|
2,054,722
|
|
|
6.7
|
%
|
|
15.0
|
%
|
|
Honor HN Buyer, Inc.
|
|
Debt
|
|
1,933,822
|
|
|
1,947,507
|
|
|
6.3
|
|
|
14.3
|
|
|
Heritage Grocers Group, LLC (F/K/A Tony's Fresh Market / Cardenas Markets)
|
|
Debt
|
|
1,715,175
|
|
|
1,517,579
|
|
|
4.9
|
|
|
11.1
|
|
|
Asurion, LLC
|
|
Debt
|
|
1,437,076
|
|
|
1,464,375
|
|
|
4.8
|
|
|
10.7
|
|
|
TruGreen Limited Partnership
|
|
Debt
|
|
1,519,510
|
|
|
1,425,000
|
|
|
4.6
|
|
|
10.4
|
|
|
SS Acquisition, LLC
|
|
Debt
|
|
1,380,678
|
|
|
1,375,046
|
|
|
4.5
|
|
|
10.1
|
|
|
One GI LLC
|
|
Debt
|
|
1,451,109
|
|
|
1,362,680
|
|
|
4.4
|
|
|
9.9
|
|
|
Clevertech Bidco, LLC
|
|
Debt
|
|
1,369,039
|
|
|
1,332,335
|
|
|
4.3
|
|
|
9.7
|
|
|
BayMark Health Services, Inc.(2)
|
|
Debt
|
|
1,672,725
|
|
|
1,272,661
|
|
|
4.1
|
|
|
9.3
|
|
|
BCPE North Star US Holdco 2, Inc. (F/K/A Dessert Holdings)
|
|
Debt
|
|
1,197,186
|
|
|
1,259,388
|
|
|
4.1
|
|
|
9.2
|
|
|
Total
|
|
|
|
$
|
16,726,458
|
|
|
$
|
15,011,293
|
|
|
48.7
|
%
|
|
109.7
|
%
|
(1) As of September 30, 2025, approximately 11.6% and 26.0% of our total portfolio at fair value and net assets, respectively, were comprised of Structured Finance Securities managed by a single adviser.
(2) As of September 30, 2025, the investment was on non-accrual status, meaning we have suspended recognition of all or a portion of income on the investment.
A deterioration or improvement in the operating performance of these portfolio investments, or other factors underlying the valuation of these investments, could have a material impact on our NAV.
Structured Finance Securities
The following table summarizes the composition of our Structured Finance Securities as of September 30, 2025 and December 31, 2024:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2025
|
|
December 31, 2024
|
|
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|
Subordinated notes and other CLO equity related investments
|
$
|
7,873,103
|
|
|
$
|
5,069,480
|
|
|
$
|
7,889,570
|
|
|
$
|
5,714,930
|
|
|
Mezzanine debt
|
-
|
|
|
-
|
|
|
977,577
|
|
|
999,968
|
|
|
Total Structured Finance Securities
|
$
|
7,873,103
|
|
|
$
|
5,069,480
|
|
|
$
|
8,867,147
|
|
|
$
|
6,714,898
|
|
|
Number of Structured Finance Security Issuers
|
5
|
|
|
5
|
|
|
6
|
|
|
6
|
|
Non-performing Structured Finance Securities are securities that have not been optionally redeemed and have an effective yield of 0.0%, as remaining residual distributions are anticipated to be recognized as a return of capital. As of September 30, 2025, we had no non-performing Structured Finance Securities.
Portfolio Yields
The following table presents weighted-average yield metrics for our investment portfolio for the three months ended September 30, 2025 and June 30, 2025:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
September 30, 2025
|
|
June 30, 2025
|
|
Weighted-average performing income yield(1):
|
|
|
|
|
Debt investments
|
12.3
|
%
|
|
12.6
|
%
|
|
Structured Finance Securities
|
11.4
|
|
|
13.4
|
|
|
Interest-bearing investments
|
12.1
|
%
|
|
12.8
|
%
|
|
|
|
|
|
|
Weighted-average realized yield(2):
|
|
|
|
|
Interest-bearing investments
|
11.8
|
%
|
|
12.8
|
%
|
(1) Performing income yield is calculated as (a) the actual amount earned on performing interest-bearing investments, including interest, prepayment fees and amortization of Net Loan Fees, divided by (b) the weighted-average of total performing interest-bearing investments at amortized cost.
(2) Realized yield is calculated as (a) the actual amount earned on interest-bearing investments, including interest, prepayment fees and amortization of Net Loan Fees, divided by (b) the weighted-average of total interest-bearing investments at amortized cost, in each case, including debt investments on non-accrual status and non-performing Structured Finance Securities.
For the three months ended September 30, 2025, the weighted average performing income yield on interest-bearing investments decreased from 12.8% during the prior quarter to 12.1%. The 0.7% decrease in the performing income yield was due to a 2.0% decrease in earned yields on our Structured Finance Securities and a 0.3% decrease in earned yields on our debt investments. As of September 30, 2025, 95% of our total loan portfolio, at fair value, consisted of variable rate investments, generally indexed to SOFR. See additional information under "Item 3. Quantitative and Qualitative Disclosures About Market Risk".
Weighted-average yields of our investments are not the same as a return on investment for our stockholders, but rather the gross investment income from our investment portfolio before the payment of all of our fees and expenses. There can be no assurance that the weighted average yields will remain at their current levels.
Investment Activity
The following is a summary of our investment activity for the three months ended September 30, 2025 and June 30, 2025, and the nine months ended September 30, 2025 and 2024:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
For the Nine Months Ended
|
|
|
|
September 30, 2025
|
|
June 30, 2025
|
|
September 30, 2025
|
|
September 30, 2024
|
|
|
|
|
|
|
|
|
|
|
|
Investments in debt and equity securities
|
|
$
|
954,451
|
|
|
$
|
1,006,745
|
|
|
$
|
2,240,851
|
|
|
$
|
7,387,414
|
|
|
Investments in Structured Finance Securities
|
|
-
|
|
|
-
|
|
|
377,737
|
|
|
-
|
|
|
Total investment purchases and originations
|
|
$
|
954,451
|
|
|
$
|
1,006,745
|
|
|
$
|
2,618,588
|
|
|
$
|
7,387,414
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from principal payments on portfolio investments
|
|
$
|
2,794,769
|
|
|
$
|
1,240,058
|
|
|
$
|
4,258,897
|
|
|
$
|
10,976,950
|
|
|
Proceeds from sale or redemption of portfolio investments
|
|
220,000
|
|
|
1,451,477
|
|
|
1,671,477
|
|
|
68,252
|
|
|
Proceeds from distributions received from portfolio investments
|
|
371,493
|
|
|
347,956
|
|
|
1,086,312
|
|
|
1,155,518
|
|
|
Total proceeds from principal payments and distributions received from portfolio investments
|
|
$
|
3,386,262
|
|
|
$
|
3,039,491
|
|
|
$
|
7,016,686
|
|
|
$
|
12,200,720
|
|
We categorize debt investments into seven risk categories based on relevant information about the ability of borrowers to service their debt. For additional information regarding our risk categories, see "Item 1. Business-Portfolio Review/Risk Monitoring" in our Annual Report on Form 10-K for the year ended December 31, 2024. The following table shows the classification of our debt securities, excluding Structured Finance Securities, by credit risk rating as of September 30, 2025 and December 31, 2024:
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|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
Debt Investments
|
|
|
|
September 30, 2025
|
|
December 31, 2024
|
|
Risk Category
|
|
Amortized Cost
|
Fair Value
|
% of Debt Investments, at Fair Value
|
|
Amortized Cost
|
Fair Value
|
% of Debt Investments, at Fair Value
|
|
1 (Low Risk)
|
|
$
|
-
|
|
$
|
-
|
|
-
|
%
|
|
$
|
-
|
|
$
|
-
|
|
-
|
%
|
|
2 (Below Average Risk)
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
-
|
|
-
|
|
|
3 (Average)
|
|
19,147,603
|
|
18,781,849
|
|
74.7
|
|
|
22,994,301
|
|
22,906,190
|
|
79.6
|
|
|
4 (Special Mention)
|
|
8,045,371
|
|
6,356,054
|
|
25.3
|
|
|
7,272,470
|
|
5,864,508
|
|
20.4
|
|
|
5 (Substandard)
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
-
|
|
-
|
|
|
6 (Doubtful)
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
-
|
|
-
|
|
|
7 (Loss)
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
-
|
|
-
|
|
|
|
|
$
|
27,192,974
|
|
$
|
25,137,903
|
|
100.0
|
%
|
|
$
|
30,266,771
|
|
$
|
28,770,698
|
|
100.0
|
%
|
Non-Accrual Loans
Management reviews, for placement on non-accrual status, all loans and CLO mezzanine debt investments that become past due on principal and interest, and/or when there is reasonable doubt that principal or interest will be collected. When a loan is placed on non-accrual status, accrued and unpaid cash interest is reversed. Additionally, Net Loan Fees are no longer recognized as of the date the loan is placed on non-accrual status. Depending upon management's judgment, interest payments subsequently received on non-accrual investments may be recognized as interest income or applied as a reduction to amortized cost. Interest accruals and Net Loan Fee amortization are resumed on non-accrual investments only when they are brought current with respect to principal and interest payments or until a restructuring occurs, and, in the judgment of management, it is probable that the Company will collect all principal and interest from the investment.
As of September 30, 2025
The following table shows the classification of our debt investments on non-accrual status:
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|
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|
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|
|
|
|
|
|
|
|
|
|
September 30, 2025
|
|
|
Amortized Cost
|
|
Fair Value
|
|
First lien debt
|
$
|
-
|
|
|
$
|
-
|
|
|
Second lien debt
|
1,672,725
|
|
|
1,272,661
|
|
|
Total
|
$
|
1,672,725
|
|
|
$
|
1,272,661
|
|
For the three and nine months ended September 30, 2025, loans to a portfolio company with an aggregate amortized cost and fair value of $1,672,725 and $1,272,661, respectively, were placed on non-accrual status.
As of December 31, 2024
As of December 31, 2024, we had no debt investments on non-accrual status.
Results of Operations
Our key financial measures are described in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations-Key Financial Measures" in our Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 14, 2025. The following is a discussion of the key financial measures that management uses in reviewing the performance of our operations.
We do not believe that our historical operating performance is necessarily indicative of our future results of operations. We are primarily focused on debt investments in middle-market and larger companies in the United States and, to a lesser extent, equity investments, including warrants and other minority equity securities. In addition, we may make investments in Structured Finance Securities. Moreover, as a BDC and a RIC, we are also subject to certain constraints on our operations, including, but not limited to, limitations imposed by the 1940 Act and the Code. For the reasons described above, the results of operations described below may not necessarily be indicative of the results we expect to report in future periods.
Net increase (decrease) in net assets resulting from operations can vary substantially from period to period for various reasons, including the recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net increase (decrease) in net assets resulting from operations may not be meaningful.
The following analysis compares our quarterly results of operations to the preceding quarter, as well as our year-to-date results of operations to the corresponding period in the prior year. We believe a comparison of our current quarterly results to the preceding quarter is more meaningful and transparent than a comparison to the corresponding prior-year quarter as our results of operations are not influenced by seasonal factors the latter comparison is designed to elicit and highlight.
Comparison of the three months ended September 30, 2025 and June 30, 2025, and comparison of the nine months ended September 30, 2025 and 2024
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
|
September 30, 2025
|
|
June 30, 2025
|
|
September 30, 2025
|
|
September 30, 2024
|
|
Interest income
|
|
$
|
1,001,286
|
|
|
$
|
1,164,790
|
|
|
$
|
3,313,809
|
|
|
$
|
4,371,675
|
|
|
PIK interest income
|
|
79,237
|
|
|
74,763
|
|
|
227,205
|
|
|
177,858
|
|
|
Dividend income
|
|
1,082
|
|
|
1,077
|
|
|
3,231
|
|
|
3,196
|
|
|
Fee income
|
|
26,247
|
|
|
15,565
|
|
|
43,982
|
|
|
38,063
|
|
|
Total investment income
|
|
1,107,852
|
|
|
1,256,195
|
|
|
3,588,227
|
|
|
4,590,792
|
|
|
Total operating expenses
|
|
845,988
|
|
|
976,449
|
|
|
2,755,395
|
|
|
3,380,258
|
|
|
Net expense limitation
|
|
(4,949)
|
|
|
(10,222)
|
|
|
(22,565)
|
|
|
(110,051)
|
|
|
Net investment income
|
|
266,813
|
|
|
289,968
|
|
|
855,397
|
|
|
1,320,585
|
|
|
Net loss on investments
|
|
(1,119,459)
|
|
|
(306,086)
|
|
|
(2,044,379)
|
|
|
(809,209)
|
|
|
Net increase (decrease) in net assets resulting from operations
|
|
$
|
(852,646)
|
|
|
$
|
(16,118)
|
|
|
$
|
(1,188,982)
|
|
|
$
|
511,376
|
|
Investment Income
For the three months ended September 30, 2025 and June 30, 2025
For the three months ended September 30, 2025, cash interest income decreased $163,504 compared to the prior quarter, primarily due to the placement of a portfolio company on non-accrual status during the quarter and the reversal of accrued and unpaid interest from the prior quarter.
For the three months ended September 30, 2025, fee income increased $10,682 compared to the prior quarter, primarily due to the recognition of non-recurring syndication fee income of $24,000 during the current quarter.
For the nine months ended September 30, 2025 and 2024
Total investment income for the nine months ended September 30, 2025 decreased $1,002,565 compared to the corresponding period in the prior year, primarily due to a decrease in cash interest income of $1,057,866 attributable to a smaller investment portfolio.
For the nine months ended September 30, 2025, PIK interest income increased $49,347 compared to the corresponding period in the prior year, primarily due to the compounding effect of a second lien debt investment that has an all-PIK interest rate of 18.00%. During the nine months ended September 30, 2025, total PIK interest income represented 6.3% of total investment income.
Operating Expenses
Total operating expenses for the three months ended September 30, 2025 and June 30, 2025, and the nine months ended September 30, 2025 and 2024 are presented below:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
September 30, 2025
|
|
June 30, 2025
|
|
September 30, 2025
|
|
September 30, 2024
|
|
Expenses subject to limitation under the Investment Advisory Agreement:
|
|
|
|
|
|
|
|
|
Contractual Issuer Expenses
|
$
|
2,871
|
|
|
$
|
8,671
|
|
|
$
|
17,253
|
|
|
$
|
91,840
|
|
|
Amortization of deferred offering costs
|
2,078
|
|
|
1,551
|
|
|
5,312
|
|
|
18,211
|
|
|
Total expenses subject to limitation under the Investment Advisory Agreement
|
4,949
|
|
|
10,222
|
|
|
22,565
|
|
|
110,051
|
|
|
|
|
|
|
|
|
|
|
|
Other operating expenses:
|
|
|
|
|
|
|
|
|
Interest expense
|
290,697
|
|
|
344,141
|
|
|
969,082
|
|
|
1,199,631
|
|
|
Base management fees
|
103,499
|
|
|
111,323
|
|
|
330,346
|
|
|
377,842
|
|
|
Incentive fees
|
36,741
|
|
|
72,492
|
|
|
149,884
|
|
|
330,146
|
|
|
Administrative fees
|
149,454
|
|
|
175,468
|
|
|
495,344
|
|
|
514,369
|
|
|
Professional fees
|
163,758
|
|
|
167,351
|
|
|
514,372
|
|
|
518,803
|
|
|
Transfer agent expenses
|
45,159
|
|
|
45,409
|
|
|
128,745
|
|
|
169,259
|
|
|
Excise taxes
|
-
|
|
|
-
|
|
|
-
|
|
|
9,723
|
|
|
Other expenses
|
51,731
|
|
|
50,043
|
|
|
145,057
|
|
|
150,434
|
|
|
Total other operating expenses
|
841,039
|
|
|
966,227
|
|
|
2,732,830
|
|
|
3,270,207
|
|
|
Total operating expenses
|
$
|
845,988
|
|
|
$
|
976,449
|
|
|
$
|
2,755,395
|
|
|
$
|
3,380,258
|
|
Expenses Limited under the Investment Advisory Agreement
During the nine months ended September 30, 2025 and September 30, 2024, OFS Advisor incurred offering costs on our behalf of $8,243 and $6,826, respectively.
Contractual Issuer Expenses relate to the direct involvement of OFS Advisor's employees and employees of its affiliates in the Offering process. OFS Advisor incurred, on our behalf, Contractual Issuer Expenses of $2,871 and $8,671 during the three months ended September 30, 2025 and June 30, 2025, respectively. For the nine months ended September 30, 2025, Contractual Issuer Expenses decreased $74,587 compared to the corresponding period in the prior year, primarily due to a decrease in activity under the Offering process.
We are conditionally obligated to pay OFS Advisor up to 1.5% of the gross proceeds raised in the Offering until all reimbursable offering costs and Contractual Issuer Expenses paid by OFS Advisor and their affiliates have been recovered.
During the nine months ended September 30, 2025 and 2024, we did not reimburse OFS Advisor for any offering costs and Contractual Issuer Expenses due to no sales of common stock under the Offering. As of September 30, 2025, reimbursable offering costs and Contractual Issuer Expenses were $585,774. See "Item 1. Financial Statements-Notes to Consolidated Financial Statements-Note 3" for additional information.
Other Operating Expenses
For the three months ended September 30, 2025 and June 30, 2025
For the three months ended September 30, 2025, total other operating expenses decreased $125,188 compared to the prior quarter, primarily due to decreases in interest expense and incentive fees.
Interest expense for the three months ended September 30, 2025 decreased $53,444 compared to the prior quarter, primarily due to a decrease in our average outstanding debt balance on our Banc of California Credit Facility.
Incentive fees for the three months ended September 30, 2025 decreased $35,751 compared to the prior quarter, primarily due to a decrease in net investment income return on net assets in the current quarter.
For the nine months ended September 30, 2025 and 2024
For the nine months ended September 30, 2025, total other operating expenses decreased $537,377 compared to the corresponding period in the prior year, primarily due to a decrease of $230,549 in interest expense related to the reduction in our average outstanding debt balance on our Banc of California Credit Facility.
For the nine months ended September 30, 2025, expenses payable to OFS Advisor and affiliates (base management fees, incentive fees and administrative fees) decreased $246,783 compared to the corresponding period in the prior year primarily due to a $180,262 decrease in the incentive fee attributable to lower net investment income.
Net realized and unrealized gain (loss) on investments
Net gain (loss) on investments for the three months ended September 30, 2025 and June 30, 2025
For the three months ended September 30, 2025, we recognized a net loss on investments of $1,119,459 due to a net realized loss of $773,945 and net unrealized depreciation of $345,514, net of taxes. For the quarter ended September 30, 2025, our net realized loss of $773,945 was primarily due to the sale of a debt investment, resulting in a current quarter impact to our NAV of $252,322. For the quarter ended September 30, 2025, our net unrealized depreciation of $345,514, net of taxes, was primarily attributable to net unrealized depreciation of $580,611 on our Structured Finance Securities.
For the three months ended June 30, 2025, net loss on investments of $306,086 was primarily due to net unrealized depreciation of $265,868. The net unrealized depreciation was comprised of net unrealized depreciation of $163,308 on our Structured Finance Securities and $102,560 on our debt and equity securities.
Net gain (loss) on investments for the nine months ended September 30, 2025 and 2024
For the nine months ended September 30, 2025, net loss on investments of $2,044,379 was comprised of net unrealized depreciation of $558,998 on our debt investments and $651,374 on our Structured Finance Securities. Our net loss on investments of $2,044,379 also included a net realized loss of $809,620 on our debt investments.
For the nine months ended September 30, 2024, net loss on investments of $809,209 was primarily due to net unrealized depreciation of $1,136,551 on our current loan portfolio, partially offset by net unrealized appreciation of $150,183 on our equity investments.
Liquidity and Capital Resources
As of September 30, 2025, we held cash of $1,089,063 and had an unused commitment of $12,850,000 under our Banc of California Credit Facility, subject to the terms of the borrowing base and other covenants. The Banc of California Credit Facility is scheduled to mature on February 28, 2026. Our liquidity position could be significantly impacted if the maturity date of this facility is not extended.
As of September 30, 2025, we had unfunded commitments of $1,720,223 to fund various undrawn revolvers and other portfolio investments. We continue to believe that we have sufficient levels of liquidity to support our commitments to existing portfolio companies and selectively deploy capital in new investment opportunities.
Sources and Uses of Cash
We expect to generate cash primarily from: (i) the net proceeds of the Offering; (ii) cash flows from our operations; (iii) the Banc of California Credit Facility and any other financing arrangements we may enter into in the future; (iv) investment repayments or dispositions; and (v) any future offerings of our equity or debt securities. We may fund a portion of our investments through borrowings from banks, including the Banc of California Credit Facility, and issuances of senior securities. Our primary use of cash will be for: (i) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements; (ii) the cost of operations (including paying OFS Advisor); (iii) debt service of any borrowings, including the Unsecured Note; and (iv) cash distributions to the holders of our stock. These principal sources and uses of cash and liquidity are presented below:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
2025
|
|
2024
|
|
Cash from net investment income(1)
|
|
$
|
388,060
|
|
|
$
|
588,554
|
|
|
Net repayments of portfolio investments(1)
|
|
4,730,460
|
|
|
5,971,949
|
|
|
Net cash provided by operating activities
|
|
5,118,520
|
|
|
6,560,503
|
|
|
|
|
|
|
|
|
Distributions paid to common stockholders
|
|
(726,710)
|
|
|
(1,360,914)
|
|
|
Net repayments under revolving line of credit
|
|
(3,115,000)
|
|
|
(2,000,000)
|
|
|
Repurchases of common stock
|
|
(1,167,831)
|
|
|
(1,536,634)
|
|
|
Net cash used in financing activities
|
|
(5,009,541)
|
|
|
(4,897,548)
|
|
|
Net change in cash and cash equivalents
|
|
$
|
108,979
|
|
|
$
|
1,662,955
|
|
(1) Cash from net investment income includes all other cash flows from operating activities reported in our statements of cash flows. Net purchases and originations/repayments and sales of portfolio investments includes the purchase and origination of portfolio investments, proceeds from principal payments on portfolio investments, proceeds from sale or redemption of portfolio investments, changes in receivables for investments sold, payable from investments purchased as reported in our statements of cash flows, as well as the excess of proceeds from distributions received from Structured Finance Securities over accretion of interest income on Structured Finance Securities.
Our operating activities provided $5,118,520 and $6,560,503 in cash for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, the principal source of operating liquidity was the sale and repayment of portfolio investments. Net cash provided by operating activities benefited from the positive cash flow impact of expense limitation under the Investment Advisory Agreement of $22,565 and $110,051 for the nine months ended September 30, 2025 and 2024, respectively, which reduced the net amount paid to OFS Advisor. Expense support and limitation under the Investment Advisory Agreement is cancelable at any time.
Net purchases and origination of portfolio investments relates to the investment activity of our portfolio. See "Management's Discussion and Analysis of Financial Condition and Results of Operations-Portfolio Composition and Investment Activity."
During the nine months ended September 30, 2025 and 2024, we paid $1,167,831 and $1,536,634, respectively, in connection with our tender offers to repurchase shares of our common stock. Subsequent to September 30, 2025, we paid $391,621 in connection with our third quarter 2025 tender offer to repurchase shares of our common stock.
During the nine months ended September 30, 2025, we paid $726,710 in dividends to common stockholders and, subsequent to September 30, 2025, we paid $281,332 in dividends to our common stockholders.
Borrowings
Banc of California Credit Facility. The Banc of California Credit Facility is available for general corporate purposes, including investment funding, and is scheduled to mature on February 28, 2026. On December 17, 2024, we amended the Banc of California Credit Facility to, among other things: (i) decrease the maximum commitment amount from $20,000,000 to $15,000,000; (ii) decrease the minimum tangible net asset value covenant from $15,000,000 to $12,000,000; and (iii) decrease the covenant requiring minimum quarterly net investment income after management/incentive fees from $300,000 to $200,000. The maximum amount available to borrow under the Banc of California Credit Facility is equal to 50% of the aggregate outstanding principal amount of eligible loans included in the borrowing base, which typically excludes Structured Finance
Securities and non-performing loans, and as otherwise specified in the BLA, subject to a maximum principal amount of $15,000,000.
The Banc of California Credit Facility currently bears interest at a variable Prime Rate plus a 0.25% margin, with a 5.00% floor, and includes an annual commitment fee equal to 0.50% of the maximum principal amount of the facility. As of September 30, 2025, the stated interest rate on the Banc of California Credit Facility was 7.50%. As of September 30, 2025, the Banc of California Credit Facility bore an effective interest rate of 11.09%, inclusive of interest on the outstanding balance, deferred financing cost amortization and commitment fees.
As of September 30, 2025, we had $2,150,000 outstanding and an unused commitment of $12,850,000 under the Banc of California Credit Facility, subject to the terms of the borrowing base and other covenants. As of September 30, 2025, we were in compliance in all material respects with the applicable covenants under the Banc of California Credit Facility.
Unsecured Note. On November 27, 2019, we entered into the Note Purchase Agreement pursuant to which we issued a $15,000,000 Unsecured Note. The purchase price of the Unsecured Note was $14,700,000 after deducting the offering price discount. Interest on the Unsecured Note is due quarterly. We are obligated to repay the Unsecured Note at par if certain change in control events occur. The Unsecured Note is a general unsecured obligation that ranks pari passu with all outstanding and future unsecured unsubordinated indebtedness we may issue.
On September 23, 2021, we executed an amendment to the Note Purchase Agreement. The amendment, among other things: (i) extended the scheduled maturity date of the Unsecured Note from November 27, 2024 to November 27, 2026; (ii) reduced the coupon rate of the Unsecured Note from 6.50% to 5.50%; and (iii) reduced the default rate of the Unsecured Note, if applicable, from 8.50% to 7.50%. In addition, under the Note Purchase Agreement, as amended, we may, at our option, upon notice to the purchaser, redeem at any time all, or from time to time any part of, the Unsecured Note, in an amount not less than 10% of the aggregate principal amount of the Unsecured Note then outstanding in the case of a partial redemption, at 100% of the principal amount so redeemed, together with interest on such Unsecured Note accrued to, but excluding, the date of redemption, and with no redemption settlement amount paid by us in connection with any such redemption.
The Note Purchase Agreement contains customary terms and conditions for unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of our status as a business development company within the meaning of the 1940 Act and a minimum asset coverage ratio. The Note Purchase Agreement also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, certain judgments and orders, and certain events of bankruptcy. As of September 30, 2025, we were in compliance in all material respects with the applicable covenants under the Note Purchase Agreement.
As of September 30, 2025, the Unsecured Note had the following terms and balances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal
|
|
Unamortized Discount and Issuance Costs
|
|
Stated Interest Rate
|
|
Effective Interest Rate(1)
|
|
Maturity
|
|
Unsecured Note
|
$
|
15,000,000
|
|
|
$
|
84,801
|
|
|
5.50
|
%
|
|
5.98
|
%
|
|
11/27/2026
|
(1) The effective interest rate on the Unsecured Note includes deferred debt issuance cost amortization.
Other Liquidity Matters
We expect to fund the growth of our investment portfolio through the private placement of our common shares and issuances of senior securities or future borrowings to the extent permitted by the 1940 Act. We cannot assure stockholders that our plans to raise capital will be successful. In addition, we intend to distribute to our stockholders substantially all of our taxable income in order to satisfy the requirements applicable to RICs under Subchapter M of the Code. Consequently, we may not have the ability to fund new investments or make additional investments in our portfolio companies. The illiquidity of certain of our portfolio investments may make it difficult for us to sell these investments when desired and, if we are required to sell these investments, we may realize significantly less than their current fair value and incur significant realized losses on our invested capital.
From time to time, we may enter into agreements with placement agents to sell, distribute and market shares of our common stock in the Offering. We may pay certain placement or "finder's" fees to placement agents engaged by us in connection with the Offering. In addition, investors who are purchasing shares through a placement agent may be required to pay a fee or commission directly to the placement agent.
BDCs are generally required to meet a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities. Our required asset coverage ratio of 150% limits the amount that we may borrow. To fund growth in our investment portfolio in the future, we anticipate needing to raise additional capital from various sources,
including the equity markets and the securitization or other debt-related markets, which may or may not be available on favorable terms, if at all.
As of September 30, 2025, the aggregate amount of senior securities outstanding was $17,150,000, for which our asset coverage was 180%. The asset coverage ratio for a class of senior securities representing indebtedness is calculated by aggregating our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by total senior securities representing indebtedness.
In addition, as a BDC, we must not acquire any assets other than "qualifying assets" specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our assets, as defined by the 1940 Act, are qualifying assets (with certain limited exceptions). Qualifying assets include investments in "eligible portfolio companies." Under the relevant SEC rules, the term "eligible portfolio company" includes all private companies, companies whose securities are not listed on a national securities exchange, and certain public companies that have listed their securities on a national securities exchange and have a market capitalization of less than $250 million, in each case organized in the United States. Conversely, we may invest up to 30% of our portfolio in opportunistic investments not otherwise eligible under BDC regulations. Specifically, as part of this 30% basket, we may consider investments in investment funds that are operating pursuant to certain exceptions to the 1940 Act and in advisers to similar investment funds, as well as in debt or equity of middle-market portfolio companies located outside of the United States and debt and equity of public companies that do not meet the definition of eligible portfolio companies because their market capitalization of publicly traded equity securities exceeds the levels provided for in the 1940 Act. We have made, and may continue to make, opportunistic investments in Structured Finance Securities and other non-qualifying assets, consistent with our investment strategy. Investments in Structured Finance Securities are generally made in non-U.S. entities and therefore are generally deemed to be non-qualifying. As of September 30, 2025, approximately 82% of our investments were qualifying assets.
We continue to monitor the current banking environment. If the banks and financial institutions with whom we have credit facilities enter into receivership, undergo consolidation or become insolvent in the future, our liquidity may be reduced significantly. At various times, our cash and cash equivalent balances at third-party financial institutions exceed the federally insured limit. Our cash balances are retained in custodian accounts with U.S. Bank Trust Company, National Association, and we do not believe they are exposed to any significant credit risk. We continue to monitor our portfolio and believe the deposit risk and counterparty risk to be minimal.
Contractual Obligations
We, with approval of our Board, entered into the Investment Advisory Agreement, the Dealer Manager Agreement and the Administration Agreement. See "Item 1. Financial Statements-Notes to Consolidated Financial Statements-Note 1and Note 3."
As of September 30, 2025, we had $1,089,063 of cash and cash equivalents and an unused commitment of $12,850,000 under our Banc of California Credit Facility, subject to the terms of the borrowing base and other covenants, to meet our short-term contractual obligations, such as $1,720,223 in outstanding commitments to fund investments under various undrawn revolvers and other portfolio company credit facilities. As of September 30, 2025, our Banc of California Credit Facility that matures on February 28, 2026 and had $2,150,000 outstanding, and our Unsecured Note that matures in November 2026 and had $15,000,000 outstanding, could be repaid by selling portfolio investments that have a fair value of $30,740,401. We cannot, however, be certain that this source of funds will be available and upon terms acceptable to us in sufficient amounts in the future. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than its current fair value and incur significant realized losses on our invested capital.
We may become a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized on the balance sheet. There is no guarantee that these amounts will be funded to the borrowing party now or in the future. We continue to believe that we have sufficient levels of liquidity to support our existing portfolio companies and will meet these unfunded commitments by using our cash on hand or utilizing our available borrowings under the Banc of California Credit Facility. Our liquidity position could be significantly impacted if the maturity date of the Banc of California Credit Facility is not extended. In addition, our portfolio includes more liquid broadly syndicated loans in larger portfolio companies, with an aggregate fair value of $8,376,574 at September 30, 2025, that can be sold over a relatively short period to generate cash.
Off-Balance Sheet Arrangements
Amounts Conditionally Reimbursable to OFS Advisor.OFS Advisor and affiliates have incurred offering costs and Contractual Issuer Expenses, of which $585,774 and $875,049 were unreimbursed as of September 30, 2025 and December 31,
2024, respectively. We remain conditionally liable to OFS Advisor for organization and offering costs incurred on our behalf. See "Item 1. Financial Statements-Notes to Consolidated Financial Statements-Note 3."
Distributions
We have elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain our status as a RIC, we are required to distribute annually to our stockholders at least 90% of our ICTI, as defined by the Code. Additionally, to avoid a 4% excise tax on undistributed earnings we are required to distribute each calendar year the sum of: (i) 98% of our ordinary income for such calendar year; (ii) 98.2% of our net capital gains for the one-year period ending October 31 of that calendar year; and (iii) any income recognized, but not distributed, in preceding years and on which we paid no federal income tax. Maintenance of our RIC status also requires adherence to certain source of income and asset diversification requirements. Generally, a RIC is entitled to deduct dividends it pays to its stockholders from its income to determine "taxable income." Taxable income includes our taxable interest, dividend and fee income, and taxable net capital gains. Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation, as gains or losses are not included in taxable income until they are realized. In addition, gains realized for financial reporting purposes may differ from gains included in taxable income as a result of our election to recognize gains using installment sale treatment, which generally results in the deferment of gains for tax purposes until notes or other amounts, including amounts held in escrow received as consideration from the sale of investments, are collected in cash. Taxable income includes non-cash income, such as changes in accrued and reinvested interest and dividends, which includes contractual PIK interest, and the amortization of discounts and fees. Cash collections of income resulting from contractual PIK interest and dividends or the amortization of discounts and fees generally occur upon the repayment of the loans or debt securities that include such items. Non-cash taxable income is reduced by non-cash expenses, such as realized losses and depreciation, and amortization expense.
Our Board maintains a variable dividend policy with the objective of distributing twelve monthly distributions in an amount not less than 90% of our annual taxable income for a particular year. In addition, during the year, we may pay a special dividend, such that we may distribute approximately all of our annual taxable income in the year it was earned, while maintaining the option to spill over our excess taxable income to a following year. We may choose to retain a portion of our taxable income in any year and pay the 4% U.S. federal excise tax on the retained amounts. Each year, a statement on Form 1099-DIV identifying the source of the distribution is mailed to the Company's stockholders.
We do not currently qualify as a "publicly offered regulated investment company" as defined in the Code. Since the Company is not a publicly offered RIC, a non-corporate stockholder's allocable portion of the Company's affected expenses, including a portion of its base management fee, incentive fee and certain other expenses, will be treated as an additional ordinary dividend to the stockholder. A non-corporate stockholder's allocable portion of these expenses are also treated as miscellaneous itemized deductions that are not currently deductible by such stockholders under the Code.
Certain historical distributions were supported by expense limitation payments under the Second Amended Expense Support Agreement to ensure no portion of our distributions to stockholders were paid from Offering proceeds (i.e., no return of capital). On November 26, 2024, we entered into the ESA Termination Agreement with OFS Advisor to terminate the Second Amended Expense Support Agreement effective January 1, 2025.
Share Repurchases
Since November 2018, the Board has approved quarterly tender offers to purchase shares of our outstanding common stock. Since November 2019, we have conducted quarterly tender offers to purchase, in each case, 2.5% of the weighted average number of shares of the outstanding common stock for the trailing 12-month period. The repurchase offers allowed our stockholders to sell their shares back to us at a price equal to the most recently determined net asset value per share of our common stock immediately prior to the date of repurchase. See "Item 1. Financial Statements-Notes to Consolidated Financial Statements-Note 9" for details on share repurchases. Commencing with the tender offer in March 2026, the Board expects to approve offers to purchase approximately 4.0% of the weighted average number of outstanding shares of our common stock in any 12-month period, subject to a 1.0% limit in each quarter.
Recent Developments
On October 29, 2025, our Board declared a distribution of $0.04375 per common share, which represents a 5.25% annualized distribution yield based on our common stock offering price as of October 30, 2025, which will be paid on January 15, 2026 to stockholders of record on October 29, 2025.
On November 4, 2025, our Board approved a tender offer, commencing on November 28, 2025, to purchase 2.5% of the weighted average number of shares of the outstanding common stock for the trailing 12-month period ending September 30, 2025.