8-K
OFS Capital Corp (OFS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 29, 2025
OFS Capital Corporation
(Exact name of Registrant as specified in its charter)
| Delaware | 814-00813 | 46-1339639 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (I.R.S. Employer<br>Identification No.) |
| 222 W. Adams Street, Suite 1850<br><br>Chicago, Illinois | 60606 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (847) 734-2000
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value per share | OFS | The Nasdaq Global Select Market |
| 4.95% Notes due 2028 | OFSSH | The Nasdaq Global Select Market |
| 7.50% Notes due 2028 | OFSSO | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.02. | Results of Operations and Financial Condition |
|---|
On July 31, 2025, OFS Capital Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2025. On July 29, 2025, the Company’s board of directors declared a 2025 third quarter distribution of $0.34 per common share, payable September 30, 2025 to stockholders of record as of September 19, 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made under the Securities Exchange Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits |
|---|
(a)Not applicable.
(b)Not applicable.
(c)Not applicable.
(d)Exhibits.
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | Press Release issued by OFS Capital Corporation onJuly 31, 2025 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OFS Capital Corporation | ||
|---|---|---|
| Date: July 31, 2025 | By: | /s/ Bilal Rashid |
| Chief Executive Officer |
Document
Exhibit 99.1
OFS CAPITAL CORPORATION ANNOUNCES SECOND QUARTER 2025 FINANCIAL RESULTS
DECLARES THIRD QUARTER DISTRIBUTION OF $0.34 PER SHARE
Chicago, IL - July 31, 2025 - OFS Capital Corporation (Nasdaq: OFS) (“OFS Capital,” the “Company,” “we,” “us,” or “our”) today announced its financial results for the fiscal quarter ended June 30, 2025.
SECOND QUARTER FINANCIAL HIGHLIGHTS
•Net investment income decreased to $0.25 per common share for the quarter ended June 30, 2025 from $0.26 per common share for the quarter ended March 31, 2025.
•Net loss on investments was $0.97 per common share for the quarter ended June 30, 2025. See additional information under “Results of Operations” below.
•Net asset value per common share decreased from $11.97 as of March 31, 2025 to $10.91 as of June 30, 2025.
•As of June 30, 2025, based on fair value, 90% of our loan portfolio consisted of floating rate loans and 100% of our loan portfolio consisted of first lien and second lien loans.
•For the quarter ended June 30, 2025, the investment portfolio’s weighted-average performing income yield increased to 13.6% from 13.4% during the prior quarter, primarily due to an increase in earned yields on our debt investments.
•No new loans were placed on non-accrual status during the second quarter.
OTHER RECENT EVENTS
•On July 11, 2025, we caused notices to be issued to the holders of our 4.75% unsecured notes due February 10, 2026 (the “Unsecured Notes Due February 2026”) regarding the exercise of our option to redeem on August 11, 2025 $25.0 million of the issued and outstanding Unsecured Notes Due February 2026, plus accrued interest and any required make-whole premium payment.
•On July 22, 2025, we caused notices to be issued to the holders of our Unsecured Notes Due February 2026 regarding the exercise of our option to redeem on August 21, 2025 $69.0 million of the issued and outstanding Unsecured Notes Due February 2026, plus accrued interest and any required make-whole premium payment.
•On July 23, 2025, we closed the public offering of $69.0 million aggregate principal amount of our 7.50% unsecured notes due July 31, 2028 (the “Unsecured Notes Due July 2028”), which included $9.0 million of aggregate principal amount related to the underwriters’ option to cover overallotments. The estimated net proceeds to us from the Unsecured Notes Due July 2028, after deducting underwriting fees of $1.4 million and estimated offering expenses of $0.3 million, was approximately $67.3 million.
•On July 29, 2025, our Board of Directors declared a distribution of $0.34 per common share for the third quarter of 2025, payable on September 30, 2025 to stockholders of record as of September 19, 2025.
| SELECTED FINANCIAL HIGHLIGHTS | Three Months Ended | |||
|---|---|---|---|---|
| (Per common share) | June 30, 2025 | March 31, 2025 | ||
| Net Investment Income | ||||
| Net investment income | $ | 0.25 | $ | 0.26 |
| Net Realized/Unrealized Gain (Loss) | ||||
| Net realized loss on investments, net of taxes | $ | (0.31) | $ | (0.19) |
| Net unrealized depreciation on investments, net of taxes | (0.66) | (0.61) | ||
| Net realized/unrealized loss | $ | (0.97) | $ | (0.80) |
| Earnings (Loss) | ||||
| Earnings (loss) | $ | (0.72) | $ | (0.54) |
| Net Asset Value | ||||
| Net asset value | $ | 10.91 | $ | 11.97 |
| Distributions paid | $ | 0.34 | $ | 0.34 |
| As of | ||||
| --- | --- | --- | --- | --- |
| (in millions) | June 30, 2025 | March 31, 2025 | ||
| Balance Sheet Highlights | ||||
| Total investments, at fair value | $ | 382.7 | $ | 403.1 |
| Total outstanding debt - principal | 243.4 | 248.1 | ||
| Total net assets | 146.2 | 160.4 |
PORTFOLIO AND INVESTMENT ACTIVITIES
($ in millions)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| Portfolio Yields(1) | June 30, 2025 | March 31, 2025 | ||||
| Average performing interest-bearing investments, at cost | $ | 293.1 | $ | 294.8 | ||
| Weighted-average performing income yield - interest-bearing investments(2) | 13.6 | % | 13.4 | % | ||
| Weighted-average realized yield - interest-bearing investments(3) | 11.9 | % | 11.6 | % |
(1) The weighted-average yield of our investments is not the same as a return on investment for our stockholders, but rather relates to our investment portfolio and is calculated before the payment of all of our fees and expenses.
(2) 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.
(3) 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.
| Three Months Ended | ||||
|---|---|---|---|---|
| Portfolio Purchase Activity | June 30, 2025 | March 31, 2025 | ||
| Investments in debt and equity investments | $ | 8.8 | $ | 4.6 |
| Investments in structured finance securities | 3.7 | 5.8 | ||
| Total investment purchases and originations | $ | 12.5 | $ | 10.4 |
As of June 30, 2025, based on fair value, our investment portfolio was comprised of the following:
•Total investments of $382.7 million, which was equal to approximately 108% of amortized cost;
•Debt investments of $211.2 million, of which approximately 85% and 15% were first lien and second lien loans, respectively;
•Equity investments of $98.9 million; and
•Structured finance securities of $72.6 million.
During the quarter ended June 30, 2025, no new loans were placed on non-accrual status. As of June 30, 2025, our loan portfolio had non-accrual loans with an aggregate fair value of $15.2 million, or 4.0% of our total investments at fair value.
OUTSTANDING DEBT
During the three months ended June 30, 2025 and March 31, 2025, the average dollar borrowings and weighted-average effective interest rate for our debt were as follows ($ in millions):
| Three Months Ended | Average Dollar Borrowings | Weighted-Average Effective Interest Rate | ||
|---|---|---|---|---|
| June 30, 2025 | $ | 248.3 | 6.21 | % |
| March 31, 2025 | 248.7 | 6.29 | ||
| RESULTS OF OPERATIONS | ||||
| --- | --- | --- | --- | --- |
| (in thousands) | Three Months Ended | |||
| June 30, 2025 | March 31, 2025 | |||
| Total investment income | $ | 10,476 | $ | 10,295 |
| Expenses: | ||||
| Interest expense | 3,842 | 3,858 | ||
| Base management and incentive fees | 2,300 | 1,879 | ||
| Professional, administration and other expenses | 1,051 | 1,093 | ||
| Total expenses | 7,193 | 6,830 | ||
| Net investment income | 3,283 | 3,465 | ||
| Net loss on investments | (12,914) | (10,752) | ||
| Net decrease in net assets resulting from operations | $ | (9,631) | $ | (7,287) |
Investment Income
For the quarter ended June 30, 2025, total investment income increased to $10.5 million from $10.3 million in the prior quarter, primarily due to an increase in non-recurring fee income of $0.1 million and interest income of $0.1 million.
Expenses
For the quarter ended June 30, 2025, total expenses increased by $0.4 million to $7.2 million compared to the prior quarter, primarily due to an increase in incentive fees of $0.5 million as a result of the increase in net investment income return on net assets in the current quarter.
Net Gain (Loss) on Investments
For the quarter ended June 30, 2025, we recognized a net loss on investments of $12.9 million due to net unrealized depreciation, net of taxes, of $8.7 million and net realized losses of $4.2 million.
For the quarter ended June 30, 2025, our net unrealized depreciation, net of taxes, of $8.7 million was primarily due to net unrealized depreciation of $7.8 million on our common equity investment in Pfanstiehl Holdings, Inc.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2025, we had $10.2 million in cash and cash equivalents, which includes $2.7 million held by OFSCC-FS, LLC (“OFSCC-FS”), an indirect wholly owned subsidiary. Our use of cash held by OFSCC-FS is restricted by contractual conditions of our credit facility with BNP Paribas, including limitations on the amount of cash OFSCC-FS can distribute to us.
As of June 30, 2025, we had an unused commitment of $25.0 million under our senior secured revolving credit facility with Banc of California, as well as an unused commitment of $86.6 million under our revolving credit facility with BNP Paribas, both of which are subject to borrowing base requirements and other covenants.
As of June 30, 2025, we had outstanding commitments to fund various undrawn revolvers and other credit facilities of portfolio companies totaling $16.1 million.
CONFERENCE CALL
OFS Capital will host a conference call to discuss these results on Friday, August 1, 2025, at 10:00 AM Eastern Time. Interested parties may participate in the call via the following:
INTERNET: Go to www.ofscapital.com at least 15 minutes prior to the start time of the call to register, download, and install any necessary audio software. A replay will be available for 90 days on OFS Capital’s website at www.ofscapital.com.
TELEPHONE: Dial (833) 816-1364 (Domestic) or (412) 317-5699 (International) approximately 15 minutes prior to the call. A telephone replay of the conference call will be available through August 11, 2025 and may be accessed by calling (877) 344-7529 (Domestic) or (412) 317-0088 (International) and utilizing conference ID #5913933.
For more detailed discussion of the financial and other information included in this press release, please refer to OFS Capital’s Form 10-Q for the second quarter ended June 30, 2025.
OFS Capital Corporation and Subsidiaries
Consolidated Statements of Assets and Liabilities (Unaudited)
(Dollar amounts in thousands, except per share data)
| June 30,<br>2025 | December 31,<br>2024 | |||
|---|---|---|---|---|
| Assets | ||||
| Total investments, at fair value (amortized cost of $353,763 and $363,547, respectively) | $ | 382,748 | $ | 409,665 |
| Cash and cash equivalents | 10,238 | 6,068 | ||
| Interest and dividend receivable | 1,316 | 1,774 | ||
| Receivable for investments sold | — | 9,247 | ||
| Prepaid expenses and other assets | 1,140 | 1,369 | ||
| Total assets | $ | 395,442 | $ | 428,123 |
| Liabilities | ||||
| Revolving lines of credit | $ | 63,400 | $ | 68,350 |
| Unsecured Notes (net of deferred debt issuance costs of $1,199 and $1,688, respectively) | 178,801 | 178,312 | ||
| Interest payable | 3,159 | 3,195 | ||
| Payable to adviser and affiliates | 2,859 | 3,145 | ||
| Payable for investments purchased | — | 1,802 | ||
| Other liabilities | 1,027 | 1,094 | ||
| Total liabilities | $ | 249,246 | $ | 255,898 |
| Net assets | ||||
| Preferred stock, par value of $0.01 per share, 2,000,000 shares authorized, -0- shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively | $ | — | $ | — |
| Common stock, par value of $0.01 per share, 100,000,000 shares authorized, 13,398,078 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively | 134 | 134 | ||
| Paid-in capital in excess of par | 184,912 | 184,912 | ||
| Total accumulated losses | (38,850) | (12,821) | ||
| Total net assets | 146,196 | 172,225 | ||
| Total liabilities and net assets | $ | 395,442 | $ | 428,123 |
| Number of common shares outstanding | 13,398,078 | 13,398,078 | ||
| Net asset value per share | $ | 10.91 | $ | 12.85 |
OFS Capital Corporation and Subsidiaries
Consolidated Statements of Operations (Unaudited)
(Dollar amounts in thousands, except per share data)
| Three Months Ended | Six Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| June 30, 2025 | March 31, 2025 | June 30, 2025 | June 30, 2024 | |||||
| Investment income | ||||||||
| Interest income | $ | 10,019 | $ | 9,968 | $ | 19,987 | $ | 22,247 |
| Dividend income | 307 | 298 | 605 | 2,991 | ||||
| Fee income | 150 | 29 | 179 | 160 | ||||
| Total investment income | 10,476 | 10,295 | 20,771 | 25,398 | ||||
| Expenses | ||||||||
| Interest expense | 3,842 | 3,858 | 7,700 | 8,689 | ||||
| Base management fee | 1,479 | 1,549 | 3,028 | 3,001 | ||||
| Income Incentive Fee | 821 | 330 | 1,151 | 2,258 | ||||
| Professional fees | 403 | 436 | 839 | 828 | ||||
| Administration fee | 382 | 394 | 776 | 847 | ||||
| Other expenses | 266 | 263 | 529 | 742 | ||||
| Total expenses | 7,193 | 6,830 | 14,023 | 16,365 | ||||
| Net investment income | 3,283 | 3,465 | 6,748 | 9,033 | ||||
| Net realized and unrealized gain (loss) on investments | ||||||||
| Net realized loss, net of taxes | (4,191) | (2,587) | (6,778) | (3,506) | ||||
| Net unrealized depreciation, net of taxes | (8,723) | (8,165) | (16,888) | (4,248) | ||||
| Net loss on investments | (12,914) | (10,752) | (23,666) | (7,754) | ||||
| Net increase (decrease) in net assets resulting from operations | $ | (9,631) | $ | (7,287) | $ | (16,918) | $ | 1,279 |
| Net investment income per common share – basic and diluted | $ | 0.25 | $ | 0.26 | $ | 0.50 | $ | 0.67 |
| Net increase (decrease) in net assets resulting from operations per common share – basic and diluted | $ | (0.72) | $ | (0.54) | $ | (1.26) | $ | 0.10 |
| Distributions declared per common share | $ | 0.34 | $ | 0.34 | $ | 0.68 | $ | 0.68 |
| Basic and diluted weighted-average common shares outstanding | 13,398,078 | 13,398,078 | 13,398,078 | 13,398,078 |
ABOUT OFS CAPITAL
The Company is an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company. The Company’s investment objective is to provide stockholders with both current income and capital appreciation primarily through debt investments and, to a lesser extent, equity investments. The Company invests primarily in privately held middle-market companies in the United States, including lower-middle-market companies, targeting investments of $3 million to $20 million in companies with annual EBITDA between $5 million and $50 million. The Company offers flexible solutions through a variety of asset classes including senior secured loans, which includes first-lien, second-lien and unitranche loans, as well as subordinated loans and, to a lesser extent, warrants and other equity securities. The Company’s investment activities are managed by OFS Capital Management, LLC, an investment adviser registered under the Investment Advisers Act of 1940(4), as amended, and headquartered in Chicago, Illinois, with additional offices in New York and Los Angeles.
FORWARD-LOOKING STATEMENTS
Statements in this press release regarding management's future expectations, beliefs, intentions, goals, strategies, plans or prospects, including statements relating to: OFS Capital’s results of operations, including net investment income, net asset value and net investment gains and losses and the factors that may affect such results; and other factors may constitute forward-looking statements for purposes of the safe harbor protection under applicable securities laws. Forward-looking statements can be identified by terminology such as “anticipate,” “believe,” “could,” “could increase the likelihood,” “estimate,” “expect,” “intend,” “is planned,” “may,” “should,” “will,” “will enable,” “would be expected,” “look forward,” “may provide,” “would” or similar terms, variations of such terms or the negative of those terms. Such forward-looking statements involve known and unknown risks, uncertainties and other factors including those risks, uncertainties and factors referred to in OFS Capital’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission under the section “Risk Factors,” and in “Part II, Item 1A. Risk Factors” in OFS Capital’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, as well as other documents that may be filed by OFS Capital from time to time with the Securities and Exchange Commission. As a result of such risks, uncertainties and factors, actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-looking statements contained herein. OFS Capital is providing the information in this press release as of this date and assumes no obligations to update the information included in this press release or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
INVESTOR RELATIONS CONTACT:
Steve Altebrando
847-734-2084
investorrelations@ofscapital.com
(4) Registration does not imply a certain level of skill or training
OFS® and OFS Capital® are registered trademarks of Orchard First Source Asset Management, LLC.
OFS Capital Management™ is a trademark of Orchard First Source Asset Management, LLC.