11/06/2026 | Press release | Distributed by Public on 11/06/2026 10:52
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, 2025, filed on March 13, 2026.
On July 23, 2026, our Board approved the Plan of Sale and Dissolution, and, on October 6, 2026, the Plan of Sale and Dissolution was approved at the Company's 2026 annual meeting of stockholders (the "Annual Meeting"). The Plan of Sale and Dissolution authorizes the Company to sell, convey, transfer or otherwise dispose of all or substantially all of the Company's assets, in one or more transactions, in accordance with Section 3-105 of the Maryland General Corporation Law (the "MGCL") and to wind down its business and affairs and dissolve in accordance with Section 3-403 and related provisions of the MGCL. See "-Portfolio Composition and Investment Activity," "-Results of Operations" and "-Liquidity and Capital Resources" for additional information.
Overview
Key performance metrics per common share are presented below:
|
September 30, 2026 |
June 30, 2026 |
|||||||
|
Net asset value |
$ |
4.41 |
$ |
5.43 |
||||
|
Three Months Ended |
Nine Months Ended |
|||||||||||||||
|
September 30, 2026 |
June 30, 2026 |
September 30, 2026 |
September 30, 2025 |
|||||||||||||
|
Net investment income (loss) |
$ |
(0.11 |
) |
$ |
(0.09 |
) |
$ |
(0.09 |
) |
$ |
0.53 |
|||||
|
Net decrease in net assets resulting from operations |
(0.99 |
) |
(1.16 |
) |
(3.11 |
) |
(0.73 |
) |
||||||||
|
Distributions declared |
0.03 |
0.03 |
0.11 |
0.54 |
||||||||||||
Our NAV per common share decreased from $5.43 at June 30, 2026 to $4.41 at September 30, 2026, primarily due to a net loss on investments of $0.88 per common share and a net investment loss of $0.11 per common share.
For the three months ended September 30, 2026, total investment income decreased to $562,391 from $682,365 in the prior quarter, primarily due to a smaller average investment portfolio, at cost. See "-Results of Operations" for additional information.
For the three months ended September 30, 2026, we recognized a net loss on investments of $1,301,690, primarily due to net realized and unrealized losses of $847,153 on our Structured Finance Securities.
As of September 30, 2026, we had non-accrual loans with an aggregate fair value of $1,462,355, or 13.3% of our total investments at fair value. See "-Portfolio Composition and Investment Activity" for additional information.
Our total outstanding debt decreased from $15,000,000 at June 30, 2026 to $9,500,000 at September 30, 2026 due to aggregate repayments of $5,500,000 on the outstanding Unsecured Note. For the three months ended September 30, 2026, our weighted-average debt interest costs decreased to 5.9%, compared to 6.3% during the prior quarter, due to the termination of the higher cost Banc of California Credit Facility in the prior quarter. As of September 30, 2026, 100% of our total outstanding debt was fixed rate and contractually matures November 27, 2026. See "-Liquidity and Capital Resources" for additional information.
As of September 30, 2026, the aggregate amount outstanding of the senior securities issued by us was $9,500,000, for which our asset coverage was 168%, exceeding our minimum asset coverage requirement of 150% under the 1940 Act. As of September 30, 2026, we had cash and cash equivalents of $6,410,556 to fund $165,692 in outstanding unfunded commitments to portfolio companies. We continue to believe that we have sufficient levels of liquidity to meet our commitments to existing portfolio companies. See "-Liquidity and Capital Resources" for additional information.
As of September 30, 2026, we estimate that stockholders will receive total liquidating distributions in the range of approximately $3.05 to $3.55 per common share, although there can be no assurance as to the actual amounts or timing of any such distributions. The decrease in the total liquidating distribution range from our estimate as of June 30, 2026, primarily related to the $0.88 net loss on our investments during the quarter ended September 30, 2026. The actual amount and timing of any liquidating distributions will depend on factors including market conditions at the time of sale and the amount of liabilities to be satisfied or reserved, and may differ materially from this estimate. The amount ultimately distributed to our stockholders could be less than the estimated amounts set forth above. There can be no assurance as to the actual amounts or timing of any such distributions, which may be impacted by, among other things, market conditions, the lack of a readily available market for the Company's investments, the timing, sequencing and method of asset dispositions, the nature and terms of the proposals received from third parties and what the board of directors determines to be in the best interests of the Company. In estimating the potential range of liquidating distributions, the Company estimated a range of net proceeds that may be available for distribution to stockholders resulting from the sale, repayment or other
disposition of all portfolio investments and the settlement of all other assets and liabilities of the Company, including ongoing operating expenditures and wind down costs incurred through the estimated liquidation period. The estimated realizable value of portfolio investments was based on a combination of factors, including, as applicable, recent fair value estimates, available market quotes, the nature and characteristics of each respective investment and asset class, credit quality and internal risk ratings, issuer-specific factors, the illiquidity of the investment, market information, estimated transaction discounts, and management's estimate of the value, taking into account management's market knowledge of relevant secondary market activity and experience, and other information available to management. Estimated liquidation value is not the same as fair value, and the Company may realize significantly less than fair value. A majority of the Company's investments are classified as Level 3 under Accounting Standards Codification Topic 820. This means that the Company's investment portfolio valuations are generally based on unobservable inputs and assumptions about how market participants would price the asset in question. Inputs into the determination of fair value of the Company's portfolio investments require significant management judgment and estimation. The estimated amount of ongoing operating expenditures was based on historical experience and current and forward-looking fund dynamics, including the estimated time period to wind down conclusion. The estimated amount of wind down costs was based on an evaluation of potential professional fees and other general and administrative expenses that may likely be incurred in connection with a wind down process, including legal, accounting, proxy solicitation fees, transfer agent fees, as well as general reserves for miscellaneous costs and other potential reserves. These estimates are based on significant assumptions as of September 30, 2026, and the ultimate amount of liquidating distributions could differ materially from the estimated range indicated.
Related Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the following:
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.
In connection with the Board's approval of the Plan of Sale and Dissolution, the Dealer Manager Agreement automatically terminated upon termination of the Offering by the Board on July 23, 2026. From August 3, 2020 through July 23, 2026, CCO served as the dealer manager in the Offering. Pursuant to the Dealer Manager Agreement, CCO provided certain sales, promotional and marketing services to us in connection with the Offering. We paid CCO an aggregate dealer manager fee of an amount up to 3.0% of the gross proceeds from sales of the Offering.
In connection with the approved Plan of Sale and Dissolution, the Investment Advisory Agreement is expected to be terminated in connection with the dissolution and liquidation of the Company. Effective July 1, 2026, OFS Advisor agreed to reduce its annual base management fee rate from 1.25% to 0.75% and to waive any Income Incentive Fee or Capital Gains Fee until the liquidation or dissolution of the Company. OFS Advisor is not entitled to recoup the amount of the reduced or waived fees.
In connection with the approved Plan of Sale and Dissolution, the Administration Agreement is expected to be terminated in
connection with the dissolution and liquidation of the Company.
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 have submitted a new application for exemptive relief that, if granted, will supersede our existing Order and permit us to co-invest pursuant to a different set of conditions than those in our existing Order. However, there is no guarantee that the SEC will grant such application. In connection with the approval of the Plan of Sale and Dissolution, the Company no longer intends to make co-investments in reliance on the Order.
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, 2025, filed on March 13, 2026.
Critical Accounting Policies and Significant 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, 2025, filed on March 13, 2026.
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, 2026:
|
Range of Fair Value(1) |
||||||||||||
|
Investment Type |
Fair Value as of September 30, 2026 |
Low-end |
High-end |
|||||||||
|
Debt investments: |
||||||||||||
|
First lien |
$ |
7,383,797 |
$ |
7,148,639 |
$ |
7,646,882 |
||||||
|
Second lien |
1,672,703 |
1,398,000 |
2,188,593 |
|||||||||
|
Structured Finance Securities: |
||||||||||||
|
Subordinated notes |
975,258 |
864,029 |
1,086,486 |
|||||||||
|
Equity investments: |
||||||||||||
|
Preferred equity |
56,942 |
36,832 |
104,832 |
|||||||||
|
Common equity and warrants |
875,104 |
803,370 |
942,370 |
|||||||||
|
$ |
10,963,804 |
$ |
10,250,870 |
$ |
11,969,163 |
|||||||
Portfolio Composition and Investment Activity
Portfolio Composition
The following table summarizes the composition of our investment portfolio as of September 30, 2026 and December 31, 2025:
|
September 30, 2026 |
December 31, 2025 |
|||||||||||||||
|
Amortized Cost |
Fair Value |
Amortized Cost |
Fair Value |
|||||||||||||
|
First lien debt investments(1) |
$ |
8,836,171 |
$ |
7,383,797 |
$ |
19,669,597 |
$ |
18,083,409 |
||||||||
|
Second lien debt investments |
3,104,865 |
1,672,703 |
8,099,214 |
5,797,049 |
||||||||||||
|
Preferred equity investments |
175,930 |
56,942 |
34,464 |
36,265 |
||||||||||||
|
Common equity and warrant investments |
1,871,930 |
875,104 |
340,671 |
624,731 |
||||||||||||
|
Total Portfolio Company Investments |
13,988,896 |
9,988,546 |
28,143,946 |
24,541,454 |
||||||||||||
|
Structured Finance Securities |
3,667,553 |
975,258 |
8,143,426 |
5,227,081 |
||||||||||||
|
Total Investments |
$ |
17,656,449 |
$ |
10,963,804 |
$ |
36,287,372 |
$ |
29,768,535 |
||||||||
|
Total number of Portfolio Companies |
17 |
17 |
32 |
32 |
||||||||||||
As of September 30, 2026, 100% and 83% of our loan portfolio and total portfolio, respectively, consisted of first lien and second lien debt investments, respectively, based on fair value.
As of September 30, 2026, the three largest industries of our Portfolio Company Investments by fair value were: (1) Finance and Insurance of 20.1%; (2) Information of 14.6%; and (3) Administrative and Support and Waste Management and Remediation Services of 14.4%, totaling an aggregate of approximately 49.1% 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, 2026:
|
Issuer Name |
Investment Type |
Amortized |
Fair Value |
% of Total |
% of |
|||||||||||||
|
TruGreen Limited Partnership |
Debt |
$ |
1,513,197 |
$ |
1,443,000 |
13.2 |
% |
22.2 |
% |
|||||||||
|
Clevertech Bidco, LLC |
Debt |
1,411,879 |
1,316,316 |
12.0 |
% |
20.3 |
% |
|||||||||||
|
One GI LLC |
Debt |
1,448,299 |
1,232,652 |
11.2 |
% |
19.0 |
% |
|||||||||||
|
Inergex Holdings, LLC |
Debt |
1,153,517 |
1,153,517 |
10.5 |
% |
17.8 |
% |
|||||||||||
|
Boca Home Care Holdings, Inc. |
Debt and Equity |
1,062,735 |
1,013,022 |
9.2 |
% |
15.4 |
% |
|||||||||||
|
Apex Credit CLO 2020 Ltd. |
Structured |
2,880,880 |
803,044 |
7.3 |
% |
12.4 |
% |
|||||||||||
|
Tolemar Acquisition, Inc. |
Debt |
1,352,965 |
714,339 |
6.5 |
% |
11.0 |
% |
|||||||||||
|
PetSmart, Inc. |
Debt |
700,000 |
701,750 |
6.4 |
% |
10.8 |
% |
|||||||||||
|
ABG Intermediate Holdings 2, LLC |
Debt |
685,684 |
686,873 |
6.3 |
% |
10.6 |
% |
|||||||||||
|
Allen Media, LLC |
Debt |
1,184,588 |
675,528 |
6.2 |
% |
10.4 |
% |
|||||||||||
|
Total |
$ |
13,393,744 |
$ |
9,740,041 |
88.8 |
% |
149.9 |
% |
||||||||||
A deterioration 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.
On October 6, 2026, the Plan of Sale and Dissolution was approved by stockholders at the Annual Meeting. As a result, we expect the relative concentration of our remaining investment portfolio to increase during the wind-down process. As portfolio investments are realized, the remaining investment portfolio is expected to consist of a smaller number of investments, causing individual portfolio
companies and industry exposures to represent a larger percentage of our total investments and net assets. As a result, changes in the operating performance, credit quality or valuation of any individual portfolio company may have a more significant effect on our NAV, liquidity and operating results than in prior periods.
Structured Finance Securities
The following table summarizes the composition of our Structured Finance Securities as of September 30, 2026 and December 31, 2025:
|
September 30, 2026 |
December 31, 2025 |
|||||||||||||||
|
Amortized Cost |
Fair Value |
Amortized Cost |
Fair Value |
|||||||||||||
|
Subordinated notes and other CLO equity |
$ |
3,667,553 |
$ |
975,258 |
$ |
8,143,426 |
$ |
5,227,081 |
||||||||
|
Total Structured Finance Securities |
$ |
3,667,553 |
$ |
975,258 |
$ |
8,143,426 |
$ |
5,227,081 |
||||||||
|
Number of Structured Finance Security Issuers |
2 |
2 |
5 |
5 |
||||||||||||
Non-performing Structured Finance Securities are securities that have not been optionally redeemed and have an effective yield of 0.0%, because the remaining residual distributions are anticipated to be recognized as a return of capital. As of September 30, 2026 and December 31, 2025, the aggregate amortized cost and fair value of non-performing Structured Finance Securities was $786,673 and $172,214, respectively, and $764,195 and $334,496, respectively.
During the nine months ended September 30, 2026, we sold Structured Finance Securities for net proceeds of $1,200,923, resulting in an aggregate net realized loss of $2,920,903.
Portfolio Yields
The following table presents weighted-average yield metrics for our investment portfolio for the three months ended September 30, 2026 and June 30, 2026:
|
For the Three Months Ended |
||||||||
|
September 30, 2026 |
June 30, 2026 |
|||||||
|
Weighted-average performing income yield(1): |
||||||||
|
Debt investments |
13.2 |
% |
11.4 |
% |
||||
|
Structured Finance Securities |
10.5 |
% |
8.7 |
% |
||||
|
Interest-bearing investments |
12.5 |
% |
10.6 |
% |
||||
|
Weighted-average realized yield(2): |
||||||||
|
Interest-bearing investments |
9.6 |
% |
8.8 |
% |
||||
For the three months ended September 30, 2026, the weighted average performing income yield on interest-bearing investments increased to 12.5% from 10.6% during the prior quarter. This increase was primarily due to an increase in non-recurring prepayment fees and Net Loan Fees related to full repayment of certain debt investments.
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. As of September 30, 2026, 97% 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."
Investment Activity
The following is a summary of our investment activity for the three months ended September 30, 2026 and June 30, 2026, and comparison of the nine months ended September 30, 2026 and September 30, 2025:
|
For the Three Months Ended |
For the Nine Months Ended |
|||||||||||||||
|
September 30, 2026 |
June 30, 2026 |
September 30, 2026 |
September 30, 2025 |
|||||||||||||
|
Investments in debt and equity securities |
$ |
1,514,127 |
$ |
71,842 |
$ |
1,677,767 |
$ |
2,240,851 |
||||||||
|
Investments in Structured Finance Securities |
- |
- |
- |
377,737 |
||||||||||||
|
Total investment purchases and originations |
$ |
1,514,127 |
$ |
71,842 |
$ |
1,677,767 |
$ |
2,618,588 |
||||||||
|
Proceeds from principal payments on portfolio investments |
$ |
2,173,147 |
$ |
77,995 |
$ |
3,797,100 |
$ |
4,258,897 |
||||||||
|
Proceeds from sale or redemption of portfolio investments |
6,763,564 |
3,392,018 |
12,098,101 |
1,671,477 |
||||||||||||
|
Proceeds from distributions received from portfolio investments |
356,427 |
191,178 |
806,255 |
1,086,312 |
||||||||||||
|
Total proceeds from principal payments and distributions received from portfolio investments |
$ |
9,293,138 |
$ |
3,661,191 |
$ |
16,701,456 |
$ |
7,016,686 |
||||||||
Non-Cash Investment Activity
During the three months ended September 30, 2026, our second lien debt investments in BayMark Health Services, Inc. underwent a restructuring, through which our second lien debt investments were exchanged for new preferred and common equity investments. The cost of the existing second lien debt investments was ascribed to the preferred and common equity investments received in the exchange, and no realized loss was recognized. As of September 30, 2026, our preferred and common equity investments had an aggregate cost and fair value of $1,672,725 and $20,112, respectively.
Our future investment activity will significantly change due to our objective to maximize value for stockholders through the orderly management, monetization and disposition of our existing investment portfolio. We do not expect to make additional portfolio investments other than as may be required to fulfill existing commitments and will focus primarily on maximizing the value of our existing investment portfolio. As a result, the size of our investment portfolio is expected to decline as investments are repaid, sold, restructured, or otherwise realized, and we do not expect such assets to be replaced with new investments.
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, 2025. The following table shows the classification of our debt securities, excluding Structured Finance Securities, by credit risk rating as of September 30, 2026 and December 31, 2025:
|
Debt Investments |
||||||||||||||||||||||||
|
September 30, 2026 |
December 31, 2025 |
|||||||||||||||||||||||
|
Risk Category |
Amortized Cost |
Fair |
% of Debt |
Amortized Cost |
Fair |
% of Debt |
||||||||||||||||||
|
1 (Low Risk) |
$ |
- |
$ |
- |
- |
% |
$ |
- |
$ |
- |
- |
% |
||||||||||||
|
2 (Below Average Risk) |
- |
- |
- |
% |
- |
- |
- |
% |
||||||||||||||||
|
3 (Average) |
7,811,815 |
7,436,930 |
82.1 |
% |
19,709,290 |
19,156,151 |
80.2 |
% |
||||||||||||||||
|
4 (Special Mention) |
4,129,221 |
1,619,570 |
17.9 |
% |
8,059,521 |
4,724,307 |
19.8 |
% |
||||||||||||||||
|
5 (Substandard) |
- |
- |
- |
% |
- |
- |
- |
% |
||||||||||||||||
|
6 (Doubtful) |
- |
- |
- |
% |
- |
- |
- |
% |
||||||||||||||||
|
7 (Loss) |
- |
- |
- |
% |
- |
- |
- |
% |
||||||||||||||||
|
$ |
11,941,036 |
$ |
9,056,500 |
100.0 |
% |
$ |
27,768,811 |
$ |
23,880,458 |
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. PIK income that has been contractually capitalized to the principal balance of the investment prior to the non-accrual designation date is not reserved against interest or dividend income, but rather is assessed through the valuation of the investment with corresponding adjustments to unrealized appreciation (depreciation), as applicable. 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 we will collect all principal and interest from the investment.
As of September 30, 2026
The following table shows the classification of our debt investments on non-accrual status:
|
September 30, 2026 |
||||||||
|
Amortized Cost |
Fair Value |
|||||||
|
First lien debt |
$ |
1,448,299 |
$ |
1,232,652 |
||||
|
Second lien debt |
1,591,668 |
229,703 |
||||||
|
Total |
$ |
3,039,967 |
$ |
1,462,355 |
||||
For the three months ended September 30, 2026, no loans were placed on non-accrual status. Additionally, during the three months ended September 30, 2026, loans to a portfolio company which had previously been on non-accrual status with an aggregate amortized cost and fair value of $1,672,725 and $9,587, respectively, were exchanged for new preferred and common equity investments in the portfolio company.
As of December 31, 2025
The following table shows the classification of our debt investments on non-accrual status as of December 31, 2025:
|
December 31, 2025 |
||||||||
|
Amortized Cost |
Fair Value |
|||||||
|
First lien debt |
$ |
- |
$ |
- |
||||
|
Second lien debt |
3,264,393 |
1,043,941 |
||||||
|
Total |
$ |
3,264,393 |
$ |
1,043,941 |
||||
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, 2025, filed on March 13, 2026. The following is a discussion of the key financial measures that management uses in reviewing the performance of our operations.
On October 6, 2026, at the Annual Meeting the Plan of Sale and Dissolution was approved by stockholders, authorizing us to sell, convey, transfer or otherwise dispose of all or substantially all of our assets, in one or more transactions. Based on the Plan of Sale and Dissolution and our new investment objective, we expect to operate in a wind down posture and to undertake, over time, the orderly management, monetization and disposition of our investment portfolio, the satisfaction of our outstanding liabilities and obligations, including the Unsecured Note, the making of one or more liquidating distributions to stockholders and the filing of articles of dissolution with the State Department of Assessments and Taxation of Maryland. The timing and manner of these actions will depend on market conditions, portfolio considerations and other factors deemed relevant by us and the Board.
We expect our operations and financial results may change materially over time as we liquidate and monetize our investment portfolio. As the investment portfolio is realized and decreases in size, we expect recurring interest income to decrease over time as income-producing assets are monetized and cash balances are utilized for repaying the Unsecured Note, operating expenses and liquidating distributions to stockholders. We also expect total assets and net assets to decline as proceeds are used to repay the Unsecured Note and fund liquidating distributions. Our future operating results and liquidity will become heavily dependent on the timing and value of investment portfolio realizations rather than ongoing investment activity and operations.
Accordingly, we do not believe that our historical operating performance is necessarily indicative of our future results of operations.
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 that the latter comparison is designed to elicit and highlight.
Comparison of the three months ended September 30, 2026 and June 30, 2026, and comparison of the nine months ended September 30, 2026 and 2025
|
Three Months Ended |
Nine Months Ended |
|||||||||||||||
|
September 30, 2026 |
June 30, 2026 |
September 30, 2026 |
September 30, 2025 |
|||||||||||||
|
Interest income |
$ |
533,138 |
$ |
672,882 |
$ |
2,080,850 |
$ |
3,313,809 |
||||||||
|
PIK interest income |
6,581 |
6,734 |
20,068 |
227,205 |
||||||||||||
|
Dividend income |
1,104 |
1,099 |
3,273 |
3,231 |
||||||||||||
|
Fee income |
21,568 |
1,650 |
25,178 |
43,982 |
||||||||||||
|
Total investment income |
562,391 |
682,365 |
2,129,369 |
3,588,227 |
||||||||||||
|
Total operating expenses, before waivers and limitations |
741,635 |
816,020 |
2,297,134 |
2,755,395 |
||||||||||||
|
Base management fee waiver |
(19,928 |
) |
- |
(19,928 |
) |
- |
||||||||||
|
Net expense limitation |
(372 |
) |
(6,496 |
) |
(13,631 |
) |
(22,565 |
) |
||||||||
|
Net investment income (loss) |
(158,944 |
) |
(127,159 |
) |
(134,206 |
) |
855,397 |
|||||||||
|
Net loss on investments |
(1,301,690 |
) |
(1,568,905 |
) |
(4,472,030 |
) |
(2,044,379 |
) |
||||||||
|
Loss on extinguishment of debt |
(7,157 |
) |
(25,822 |
) |
(32,979 |
) |
- |
|||||||||
|
Net decrease in net assets resulting from operations |
$ |
(1,467,791 |
) |
$ |
(1,721,886 |
) |
$ |
(4,639,215 |
) |
$ |
(1,188,982 |
) |
||||
Investment Income
For the three months ended September 30, 2026 and June 30, 2026
For the three months ended September 30, 2026, total investment income decreased by $119,974 compared to the prior quarter, primarily due to a decrease in interest income of $139,744, partially offset by an increase in non-recurring fee income of $19,918. The decrease in interest income was primarily due to a smaller average debt investment portfolio, at cost.
For the nine months ended September 30, 2026 and 2025
Total investment income for the nine months ended September 30, 2026 decreased by $1,458,858 compared to the corresponding period in the prior year, primarily due to a smaller average investment portfolio, at cost, and an increase in non-accrual debt investments.
For the nine months ended September 30, 2026, PIK interest income decreased by $207,137 compared to the corresponding period in the prior year, primarily due to the placement of a second lien debt investment with an all-PIK interest rate of 18.00% on non-accrual status during the fourth quarter of 2025.
Operating Expenses
Total operating expenses for the three months ended September 30, 2026 and June 30, 2026, and nine months ended September 30, 2026 and 2025 are presented below:
|
Three Months Ended |
Nine Months Ended |
|||||||||||||||
|
September 30, 2026 |
June 30, 2026 |
September 30, 2026 |
September 30, 2025 |
|||||||||||||
|
Expenses subject to limitation under the Investment Advisory Agreement: |
||||||||||||||||
|
Contractual Issuer Expenses |
$ |
372 |
$ |
4,852 |
$ |
9,954 |
$ |
17,253 |
||||||||
|
Amortization of deferred offering costs |
- |
1,644 |
3,677 |
5,312 |
||||||||||||
|
Total expenses subject to limitation under the Investment Advisory Agreement |
372 |
6,496 |
13,631 |
22,565 |
||||||||||||
|
Other operating expenses: |
||||||||||||||||
|
Interest expense |
190,178 |
234,744 |
692,116 |
969,082 |
||||||||||||
|
Base management fees |
49,821 |
70,434 |
206,045 |
330,346 |
||||||||||||
|
Incentive fees |
- |
- |
- |
149,884 |
||||||||||||
|
Administrative fees |
202,664 |
167,975 |
489,464 |
495,344 |
||||||||||||
|
Professional fees |
237,479 |
259,257 |
677,965 |
514,372 |
||||||||||||
|
Transfer agent expenses |
13,879 |
34,420 |
89,022 |
128,745 |
||||||||||||
|
Other expenses |
47,242 |
42,694 |
128,891 |
145,057 |
||||||||||||
|
Total other operating expenses |
741,263 |
809,524 |
2,283,503 |
2,732,830 |
||||||||||||
|
Base management fee waiver |
(19,928 |
) |
- |
(19,928 |
) |
- |
||||||||||
|
Total other operating expenses, net of base management fee waiver |
$ |
721,335 |
$ |
809,524 |
$ |
2,263,575 |
$ |
2,732,830 |
||||||||
Expenses Limited under the Investment Advisory Agreement
Due to the termination of the Offering on July 23, 2026, OFS Advisor no longer provides expense support to us. Under the Investment Advisory Agreement, OFS Advisor provided expense support in regard to offering-related expenses, including Contractual Issuer Expenses and the amortization of deferred offering costs. In connection with the Plan of Sale and Dissolution, the Investment Advisory Agreement is expected to be terminated in connection with the final dissolution and liquidation of the Company.
Prior to the termination of the Offering on July 23, 2026, we were 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, 2026 and 2025, we did not reimburse OFS Advisor for any offering costs and Contractual Issuer Expenses because there were no sales of common stock under the Offering. In connection with the termination of the Offering, we are no longer conditionally liable for offering costs and Contractual Issuer Expenses of $227,340 that OFS Advisor and affiliates incurred on our behalf throughout the Offering. 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, 2026 and June 30, 2026
For the three months ended September 30, 2026, total other operating expenses, net of base management fee waiver, decreased by $88,189 compared to the prior quarter, primarily due to a decrease in interest expense and base management fees, net, partially offset by an increase in administrative fees.
For the nine months ended September 30, 2026 and 2025
For the nine months ended September 30, 2026, total other operating expenses, net of base management fee waiver, decreased by $469,255 compared to the corresponding period in the prior year, primarily due to an aggregate decrease of $299,993 in expenses payable to OFS Advisor and affiliates (base management fees, incentive fees and administrative fees) and a decrease of $276,966 in interest expense primarily related to a decrease of $4,188,920 in our average outstanding debt balance, partially offset by an increase in professional fees of $163,593 primarily due to additional costs incurred in connection with the Plan of Sale and Dissolution.
Net realized and unrealized gain (loss) on investments
Net loss on investments for the three months ended September 30, 2026 and June 30, 2026
For the three months ended September 30, 2026, we recognized a net loss on investments of $1,301,690 due to a net realized loss of $3,695,225, partially offset by net unrealized appreciation of $2,393,535, net of taxes. For the three months ended September 30, 2026, our net loss on investments of $1,301,690 was primarily due to net realized and unrealized losses of $847,153 on Structured Finance Securities.
For the three months ended June 30, 2026, we recognized a net loss on investments of $1,568,905 due to net unrealized depreciation of $1,032,800, net of taxes, and a net realized loss of $536,105. For the three months ended June 30, 2026, our net unrealized depreciation of $1,032,800, net of taxes, was primarily attributable to net unrealized depreciation of $1,091,816 on Structured Finance Securities.
Net loss on investments for the nine months ended September 30, 2026 and 2025
For the nine months ended September 30, 2026, net loss on investments of $4,472,030 was primarily due to a net realized loss of $4,225,159, consisting of net realized losses of $2,920,903 on Structured Finance Securities and $1,304,256 on debt investments.
For the nine months ended September 30, 2025, net loss on investments of $2,044,379 was primarily due to net unrealized depreciation of $558,998 on debt investments and $651,372 on Structured Finance Securities. Our net loss on investments of $2,044,379 also included a net realized loss of $809,620 on debt investments.
Loss on extinguishment of debt
On July 28, 2026, we caused a notice to be issued to the holder of the Unsecured Note regarding the exercise of our option to partially redeem $4,000,000 of the outstanding Unsecured Note on August 10, 2026. We recognized a loss on extinguishment of debt of $5,940 related to the acceleration of unamortized deferred debt issuance costs in connection with the redemption.
On September 18, 2026, we caused a notice to be issued to the holder of the Unsecured Note regarding the exercise of our option to partially redeem $1,500,000 of the outstanding Unsecured Note on September 29, 2026. We recognized a loss on extinguishment of debt of $1,217 related to the acceleration of unamortized deferred debt issuance costs in connection with the redemption.
Liquidity and Capital Resources
As of September 30, 2026, we held cash and cash equivalents of $6,410,556.
On June 29, 2026, we terminated the Banc of California Credit Facility, which provided for borrowings to us in an aggregate principal amount up to $7,500,000. Following the termination of the facility, we no longer have access to a revolving source of liquidity. Our primary sources of liquidity will consist of cash on hand, cash generated from investment portfolio repayments and sales, and recurring interest income from our investment portfolio.
As of September 30, 2026, we had $165,692 in outstanding unfunded commitments to portfolio investments. We continue to believe that we have sufficient levels of liquidity to meet our commitments to existing portfolio companies.
As of September 30, 2026, our Unsecured Note had an outstanding balance of $9,500,000 and is contractually due on November 27, 2026. See "-Borrowings" and "-Contractual Obligations" below for additional information.
At September 30, 2026, the aggregate amount outstanding of the senior securities issued by us was $9,500,000, for which our asset coverage was 168%, exceeding our minimum asset coverage requirement of 150% under the 1940 Act. The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by total senior securities representing indebtedness.
Sources and Uses of Cash
We expect to generate cash primarily from: (i) investment portfolio repayments and sales; and (ii) interest income from portfolio investments. Our primary use of cash will be for: (i) fulfilling existing commitments to current portfolio companies; (ii) the cost of operations (including paying OFS Advisor and OFS Services); (iii) debt service of the Unsecured Note; and (iv) cash distributions to the stockholders. These principal sources and uses of cash and liquidity are presented below:
|
Nine Months Ended September 30, |
||||||||
|
2026 |
2025 |
|||||||
|
Cash from net investment income (loss)(1) |
$ |
(333,491 |
) |
$ |
388,060 |
|||
|
Net repayments of portfolio investments(1) |
15,187,795 |
4,730,460 |
||||||
|
Net cash provided by operating activities |
14,854,304 |
5,118,520 |
||||||
|
Distributions paid to common stockholders(2) |
(320,380 |
) |
(726,710 |
) |
||||
|
Net repayments under revolving line of credit |
(2,650,000 |
) |
(3,115,000 |
) |
||||
|
Repayment of Unsecured Note |
(5,500,000 |
) |
- |
|||||
|
Repurchases of common stock |
(467,202 |
) |
(1,167,831 |
) |
||||
|
Net cash used in financing activities |
(8,937,582 |
) |
(5,009,541 |
) |
||||
|
Net change in cash and cash equivalents |
$ |
5,916,722 |
$ |
108,979 |
||||
Net cash provided by operating activities
Our operating activities provided $14,854,304 and $5,118,520 in cash for the nine months ended September 30, 2026 and 2025, respectively. During the nine months ended September 30, 2026 and September 30, 2025, the principal source of operating liquidity was the sale and repayment of portfolio investments.
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."
Net cash used in financing activities
Our financing activities used $8,937,582 and $5,009,541 in cash for the nine months ended September 30, 2026 and 2025. The increase in cash used in financing activities was primarily due to the repayment of the Unsecured Note, partially offset by a reduction in distributions paid to common stockholders and the cessation of repurchases of common stock in the third quarter of 2026.
During the nine months ended September 30, 2026, we paid $320,380 in distributions to common stockholders and, subsequent to September 30, 2026, we paid $44,235 in distributions to our common stockholders.
Borrowings
Banc of California Credit Facility. The Banc of California Credit Facility was available for general corporate purposes, including investment funding, and was scheduled to mature on February 28, 2028. The Banc of California Credit Facility bore interest at a variable Prime Rate plus a 0.25% margin, with a 5.00% floor, and included an annual commitment fee equal to 0.50% of the maximum principal amount of the facility.
On June 29, 2026, we terminated the Banc of California Credit Facility that provided for borrowings to us in an aggregate principal amount up to $7,500,000. In connection with the termination of the facility, we recognized a loss on extinguishment of debt of $25,822 related to the acceleration of deferred financing costs.
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. 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.
On July 22, 2026, we entered into the NPA Amendment to the Note Purchase Agreement. The NPA Amendment modified certain provisions of the Note Purchase Agreement in connection with our Plan of Sale and Dissolution, including provisions relating to: (i) financial reporting; (ii) change of control; (iii) corporate existence; (iv) BDC and regulated investment company status; (v) investment policies; (vi) restricted payments; (vii) line of business; (viii) asset coverage; and (ix) events of default. The NPA Amendment also permits us to prepare our financial statements on a liquidation basis of accounting following deregistration of our common stock under the Exchange Act, restricts us from repurchasing shares of our common stock and increasing our current monthly distribution rate above $0.01 per common share until the Unsecured Note is fully repaid and terminated.
On July 28, 2026, we caused a notice to be issued to the holder of the Unsecured Note regarding the exercise of our option to partially redeem $4,000,000 of the outstanding Unsecured Note on August 10, 2026. In connection with the redemption, we recognized a loss on extinguishment of debt of $5,940 related to the acceleration of unamortized deferred debt issuance costs.
On September 18, 2026, we caused a notice to be issued to the holder of the Unsecured Note regarding the exercise of our option to partially redeem $1,500,000 of the outstanding Unsecured Note on September 29, 2026. In connection with the redemption, we recognized a loss on extinguishment of debt of $1,217 related to the acceleration of unamortized deferred debt issuance costs.
On October 5, 2026, we caused a notice to be issued to the holder of the Unsecured Note regarding the exercise of our option to partially redeem $4,000,000 of the outstanding Unsecured Note on October 15, 2026.
On October 27, 2026, we caused a notice to be issued to the holder of the Unsecured Note regarding the exercise of our option to partially redeem $2,000,000 of the outstanding Unsecured Note on November 6, 2026.
As of September 30, 2026, we were in compliance in all material respects with the applicable covenants under the Note Purchase Agreement.
As of September 30, 2026, the Unsecured Note had the following terms and balances:
|
Principal |
Unamortized Deferred Debt Issuance Costs |
Stated Interest Rate |
Effective Interest Rate(1) |
Maturity |
||||||||||||||
|
Unsecured Note |
$ |
9,500,000 |
$ |
7,576 |
5.50 |
% |
5.94 |
% |
11/27/2026 |
|||||||||
Other Liquidity Matters
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 do not expect to have the ability to fund new investments or make additional investments in our portfolio companies. The illiquidity of certain of our portfolio investments, in particular, equity 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.
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. As of September 30, 2026, the aggregate amount outstanding of the senior securities issued by us was $9,500,000, for which our asset coverage was 168%, exceeding our minimum asset coverage requirement of 150% under the 1940 Act. The asset coverage ratio for a class of senior securities representing indebtedness is calculated 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. As of September 30, 2026, approximately 95% of our assets were qualifying assets.
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. In connection with our Plan of Sale and Dissolution, the Dealer Manager Agreement automatically terminated upon termination of the Offering by the Board on July 23, 2026. See "Item 1. Financial Statements-Notes to Consolidated Financial Statements-Note 1 and Note 3." In connection with the approved Plan of Sale and Dissolution, the Investment Advisory Agreement and the Administration Agreement are both expected to be terminated in connection with the dissolution and liquidation of the Company.
As of September 30, 2026, we had $6,410,556 of cash and cash equivalents to meet our short-term contractual obligations, such as $165,692 in outstanding commitments to fund undrawn revolvers of certain portfolio companies.
Our Unsecured Note is scheduled to mature in November 2026 and had an outstanding principal balance of $9,500,000 as of September 30, 2026. We will need to generate significant cash flows from the disposal of portfolio investments in order to repay the outstanding principal balance on the Unsecured Note on or prior to the maturity date. If we are unable to generate sufficient liquidity to repay the Unsecured Note by the maturity date, we may be in default under the agreement which could result in default interest (at an incremental rate of 2.00% above the regular stated interest rate) and other remedies. The outstanding principal of the Unsecured Note could be repaid by using cash and cash equivalents of $6,410,556 and selling portfolio investments that had a fair value of $10,963,804 as of September 30, 2026. There are no assurances we will be able to sell portfolio investments upon terms acceptable to us and in sufficient amounts in the future in order to repay the Unsecured Note. On October 15, 2026 and November 6, 2026, we used cash and cash equivalents to partially redeem an aggregate of $6,000,000 of the outstanding Unsecured Note, resulting in an outstanding principal balance of $3,500,000.
All of our investments, carried at fair value, are classified as either Level 2 or Level 3 under ASC 820, with 87% of our investments classified as illiquid Level 3 investments as of September 30, 2026. In accordance with our investment strategy, we typically do not hold equity securities or other instruments that are actively traded on an exchange (Level 1). If we are required to liquidate portfolio investments in a forced or liquidation sale, we could realize significantly less than their 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.
Off-Balance Sheet Arrangements
On July 23, 2026, the Board approved the termination of the Offering. Following the Board's approval to terminate the Offering, OFS Advisor no longer provides expense support to us and we are no longer conditionally liable for offering costs and Contractual Issuer Expenses that OFS Advisor and affiliates incurred on our behalf throughout the Offering. 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 declaring 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 our stockholders.
As of September 30, 2026, we estimate that stockholders will receive total liquidating distributions in the range of approximately $3.05 to $3.55 per common share, although there can be no assurance as to the actual amounts or timing of any such distributions. The decrease in the total liquidating distribution range primarily related to a $0.88 net loss on our investment portfolio during the quarter ended September 30, 2026. The actual amount and timing of any liquidating distributions will depend on factors including market conditions at the time of sale and the amount of liabilities to be satisfied or reserved, and may differ materially from this estimate. The amount ultimately distributed to our stockholders could be less than the estimated amounts set forth above. There can be no assurance as to the actual amounts or timing of any such distributions, which may be impacted by, among other things, market conditions, the lack of a readily available market for the Company's investments, the timing, sequencing and method of asset dispositions, the nature and terms of the proposals received from third parties and what the board of directors determines to be in the best interests of the Company. In estimating the potential range of liquidating distributions, the Company estimated a range of net proceeds that may be available for distribution to stockholders resulting from the sale, repayment or other disposition of all portfolio investments and the settlement of all other assets and liabilities of the Company, including ongoing operating expenditures and wind down costs incurred through the estimated liquidation period. The estimated realizable value of portfolio investments was based on a combination of factors, including, as applicable, recent fair value estimates, available market quotes, the nature and characteristics of each respective investment and asset class, credit quality and internal risk ratings, issuer-specific factors, the illiquidity of the investment, market information, estimated transaction discounts, and management's estimate of the value, taking into account management's market knowledge of relevant secondary market activity and experience, and other information available to management. Estimated liquidation value is not the same as fair value, and the Company may realize significantly less than fair value. A majority of the Company's investments are classified as Level 3 under Accounting Standards Codification Topic 820. This means that the Company's investment portfolio valuations are generally based on unobservable inputs and assumptions about how market participants would price the asset in question. Inputs into the determination of fair value of the Company's portfolio investments require significant management judgment and estimation. The estimated amount of ongoing operating expenditures was based on historical experience and current and forward-looking fund dynamics, including the estimated time period to wind down conclusion. The estimated amount of wind down costs was based on an evaluation of potential professional fees and other general and administrative expenses that may likely be incurred in connection with a wind down process, including legal, accounting, proxy solicitation fees, transfer agent fees, as well as general reserves for miscellaneous costs and other potential reserves. These estimates are based on significant assumptions as of September 30, 2026, and the ultimate amount of liquidating distributions could differ materially from the estimated range indicated.This estimate is based on assumptions regarding portfolio liquidation values and wind down costs and is subject to uncertainty. Actual amounts and timing of any liquidating distributions will depend on factors including market conditions at the time of sale and the amount of liabilities to be satisfied or reserved, and may differ materially from this estimate. The amount ultimately distributed to our stockholders could be less than the estimated amounts set forth above.
We do not currently qualify as a "publicly offered regulated investment company" as defined in the Code. Since we are not a publicly offered RIC, a non-corporate stockholder's allocable portion of our affected expenses, including a portion of our base management fee, incentive fee and certain other expenses, will be treated as an additional ordinary dividend to the stockholder. Each non-corporate stockholder's allocable portion of these expenses is also treated as a miscellaneous itemized deduction that is not currently deductible by such stockholder under the Code.
Share Repurchases
Since November 2018, the Board has approved quarterly tender offers to purchase shares of our outstanding common stock. For the period from November 2019 through December 31, 2025, we 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. For the three months ended March 31, 2026 and June 30, 2026, the Board approved offers to purchase 1.0% of the weighted average number of outstanding shares of our common stock for the respective trailing 12-month periods. The offer to repurchase shares allowed our stockholders to sell their shares back to us at a price equal to the most recently determined NAV per share of our common stock immediately prior to the date of repurchase. During the three months ended September 30, 2026, we did not offer to, and did not, repurchase any shares of our outstanding common stock. See "Item 1. Financial Statements-Notes to Consolidated Financial Statements-Note 9" for details on share repurchases.
The NPA Amendment precludes us from repurchasing shares of our common stock prior to the full repayment and termination of the Unsecured Note. The Board may determine to conduct one or more tender offers prior to our dissolution and may take other
actions it deems appropriate in connection with the deregistration of our common stock under the Exchange Act. Any future decision to repurchase shares will be evaluated by our Board based on a variety of factors, including available liquidity and leverage considerations.
Recent Developments
Partial Redemption of the Unsecured Note
On October 5, 2026, we caused a notice to be issued to the holder of the Unsecured Note regarding the exercise of our option to partially redeem $4,000,000 of the outstanding Unsecured Note on October 15, 2026.
Plan of Sale and Dissolution Approval
On October 6, 2026, the Plan of Sale and Dissolution was approved by stockholders at the Annual Meeting.
Partial Redemption of the Unsecured Note
On October 27, 2026, we caused a notice to be issued to the holder of the Unsecured Note regarding the exercise of our option to partially redeem $2,000,000 of the outstanding Unsecured Note on November 6, 2026.
Declaration of Distribution
On October 28, 2026, the Board declared a distribution of $0.01 per common share, which will be paid on January 15, 2027 to stockholders of record on October 28, 2026.