8-K
Oxford Square Capital Corp. (OXSQ)
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):
August 13, 2024
OXFORD SQUARE CAPITAL CORP.
(Exact name of registrant as specified in its charter)
| Maryland | 814-00638 | 20-0188736 |
|---|---|---|
| (State or other jurisdiction <br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer <br><br>Identification No.) |
8 Sound Shore Drive, Suite 255Greenwich, CT 06830
(Address of principal executive offices and zip code)
(203) 983-5275
(Registrant’s telephone number, including area code)
n/a
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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, par value $0.01 per share | OXSQ | NASDAQ Global Select Market LLC |
| 6.25% Notes due 2026 | OXSQZ | NASDAQ Global Select Market LLC |
| 5.50% Notes due 2028 | OXSQG | NASDAQ Global Select Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 August 13, 2024, Oxford Square Capital Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2024. The text of the press release is included as Exhibit 99.1 to this 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. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure
On August 13, 2024, the Company issued a press release, included herewith as Exhibit 99.1, announcing the declaration of distributions for the months ending October 31, 2024, November 30, 2024, and December 31, 2024. Additionally, on August 13, 2024, the Company made available on its website, www.oxfordsquarecapital.com, supplemental investor information with respect to the aforementioned earnings press release.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated August 13, 2024. |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 13, 2024 | OXFORD SQUARE CAPITAL CORP. | |
|---|---|---|
| By: | /s/ Saul B. Rosenthal | |
| Saul B. Rosenthal | ||
| President |
2
Exhibit 99.1
Oxford Square Capital Corp. Announces Net AssetValue and Selected Financial Results for the Quarter Ended June 30, 2024 and Declaration of Distributions on Common Stock for the MonthsEnding October 31, November 30, and December 31, 2024.
GREENWICH, CT – 8/13/2024 –Oxford Square Capital Corp. (NasdaqGS: OXSQ) (NasdaqGS: OXSQZ) (NasdaqGS: OXSQG) (the “Company,” “we,” “us” or “our”) announced today its financial results and related information for the quarter ended June 30, 2024.
| · | On August 8, 2024, our Board of Directors declared the following distributions on our common stock: | ||
|---|---|---|---|
| Month Ending | Record Date | Payment Date | Amount Per Share |
| --- | --- | --- | --- |
| October 31, 2024 | October 17, 2024 | October 31, 2024 | $0.035 |
| November 30, 2024 | November 15, 2024 | November 29, 2024 | $0.035 |
| December 31, 2024 | December 17, 2024 | December 31, 2024 | $0.035 |
| · | Net asset value (“NAV”) per share as of June 30, 2024 stood at $2.43, compared with a NAV per share on March 31, 2024<br>of $2.42. | ||
| --- | --- | ||
| · | Net investment income (“NII”) was approximately $7.7 million, or $0.13 per share, for the quarter ended June 30, 2024,<br>compared with approximately $6.5 million, or $0.11 per share, for the quarter ended March 31, 2024. | ||
| --- | --- | ||
| · | Total investment income for the quarter ended June 30, 2024 amounted to approximately $11.4 million, compared with approximately $10.7<br>million for the quarter ended March 31, 2024. | ||
| --- | --- | ||
| o | For the quarter ended June 30, 2024 we recorded investment income from our portfolio as follows: | ||
| --- | --- | ||
| § | $7.0 million from our debt investments; | ||
| --- | --- | ||
| § | $3.9 million from our CLO equity investments; and | ||
| --- | --- | ||
| § | $0.5 million from other income. | ||
| --- | --- | ||
| · | Our total expenses for the quarter ended June<br>30, 2024 were approximately $3.7 million, compared with total expenses of approximately $4.1 million for the quarter ended March 31, 2024. | ||
| --- | --- | ||
| · | As of June 30, 2024, the following metrics applied (note that none of these metrics represented a total return to shareholders): | ||
| --- | --- | ||
| o | The weighted average yield of our debt investments was 13.7% at current cost, compared with 13.9% as of<br>March 31, 2024; | ||
| --- | --- | ||
| o | The weighted average effective yield of our CLO equity investments at current cost was 9.4%, compared<br>with 9.5% as of March 31, 2024; and | ||
| --- | --- | ||
| o | The weighted average cash distribution yield of our cash income producing CLO equity investments at current<br>cost was 16.2%, compared with 13.7% as of March 31, 2024. | ||
| --- | --- | ||
| · | For the quarter ended June 30, 2024, we recorded a net increase in net assets resulting from operations of approximately $5.3 million,<br>consisting of: | ||
| --- | --- | ||
| o | NII of approximately $7.7 million; | ||
| --- | --- | ||
| o | Net realized losses of approximately $30.4 million; and | ||
| --- | --- | ||
| o | Net unrealized appreciation of approximately $28.0 million. | ||
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| · | During the second quarter of 2024, we made investments of approximately $28.8 million and received approximately<br>$19.2 million from sales and repayments of investments. | ||
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| · | Our weighted average credit rating was 2.3 based<br>on total fair value and 2.7 based on total principal amount as of June 30, 2024, compared with a weighted average credit rating of 2.3<br>based on total fair value and 2.9 based on total principal amount as of March 31, 2024. | ||
| --- | --- | ||
| · | As of June 30, 2024, we had three debt investments in one portfolio company on non-accrual status, with<br>a combined fair value of approximately $0.5 million. Also, as of June 30, 2024, our preferred equity investments in one of our portfolio<br>companies were on non-accrual status, which had an aggregate fair value of approximately $2.5 million. | ||
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| · | For the quarter ended June 30, 2024, we issued a total of approximately 2.9 million shares of common stock pursuant to an “at-the-market”<br>offering. After deducting the sales agent’s commissions and offering expenses, this resulted in net proceeds of approximately $8.9<br>million. As of June 30, 2024, we had approximately 62.7 million shares of common stock outstanding. | ||
| --- | --- |
We will hold a conference call to discuss second quarter results today, Tuesday, August 13^th^, 2024 at 9:00 AM ET. The toll-free dial-in number is 800-274-8461, verbal access code OXFORD. There will be a recording available for 30 days. If you are interested in hearing the recording, please dial 877-710-5302.
A presentation containing further detail regarding our quarterly results of operations has been posted under the Investor Relations section of our website at www.oxfordsquarecapital.com.
OXFORD SQUARE CAPITAL CORP.
STATEMENTS OF ASSETS AND LIABILITIES
| December 31, <br> 2023 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Non-affiliated/non-control investments (cost: 397,523,375 and 440,069,822, respectively) | 249,566,370 | $ | 261,614,335 | ||
| Affiliated investments (cost: 16,836,822 and 16,836,822, respectively) | 2,543,665 | 5,276,092 | |||
| Cash and cash equivalents | 30,014,406 | 5,740,553 | |||
| Securities sold, not settled | 3,402,645 | — | |||
| Interest and distributions receivable | 3,274,499 | 3,976,408 | |||
| Other assets | 1,383,299 | 1,060,384 | |||
| Total assets | 290,184,884 | $ | 277,667,772 | ||
| LIABILITIES | |||||
| Notes payable – 6.25% Unsecured Notes, net of deferred issuance costs of 427,349 and 543,609, respectively | 44,363,401 | 44,247,141 | |||
| Notes payable – 5.50% Unsecured Notes, net of deferred issuance costs of 1,575,975 and 1,768,219, respectively | 78,924,025 | 78,731,781 | |||
| Securities purchased, not settled | 10,852,405 | — | |||
| Base Fee and Net Investment Income Incentive Fee payable to affiliate | 1,023,352 | 1,012,389 | |||
| Accrued interest payable | 1,204,487 | 1,204,487 | |||
| Accrued expenses | 1,405,182 | 1,163,349 | |||
| Total liabilities | 137,772,852 | 126,359,147 | |||
| NET ASSETS | |||||
| Common stock, 0.01 par value, 100,000,000 shares authorized; 62,705,628 and 59,300,472 shares issued and outstanding, respectively | 627,056 | 593,005 | |||
| Capital in excess of par value | 468,341,856 | 458,121,381 | |||
| Total distributable earnings/(accumulated losses) | (316,556,880 | ) | (307,405,761 | ) | |
| Total net assets | 152,412,032 | 151,308,625 | |||
| Total liabilities and net assets | 290,184,884 | $ | 277,667,772 | ||
| Net asset value per common share | 2.43 | $ | 2.55 |
All values are in US Dollars.
OXFORD SQUARE CAPITAL CORP.
STATEMENTS OF OPERATIONS(Unaudited)
| Three Months <br> Ended <br> June 30, 2024 | Three Months <br> Ended <br> June 30, 2023 | Six Months <br> Ended <br> June 30, 2024 | Six Months <br> Ended <br> June 30, 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| INVESTMENT INCOME | ||||||||||||
| From non-affiliated/non-control investments: | ||||||||||||
| Interest income – debt investments | $ | 7,021,819 | $ | 8,799,180 | $ | 13,442,866 | $ | 17,093,340 | ||||
| Income from securitization vehicles and investments | 3,885,916 | 4,329,300 | 7,818,290 | 8,708,795 | ||||||||
| Other income | 537,721 | 384,500 | 861,724 | 652,643 | ||||||||
| Total investment income from non-affiliated/non-control investments | 11,445,456 | 13,512,980 | 22,122,880 | 26,454,778 | ||||||||
| Total investment income | 11,445,456 | 13,512,980 | 22,122,880 | 26,454,778 | ||||||||
| EXPENSES | ||||||||||||
| Interest expense | 1,960,984 | 3,087,951 | 3,921,966 | 6,173,317 | ||||||||
| Base Fee | 1,023,352 | 1,257,688 | 2,011,168 | 2,417,334 | ||||||||
| Professional fees | 491,037 | 281,928 | 802,784 | 617,808 | ||||||||
| Compensation expense | 174,482 | 190,159 | 381,380 | 457,124 | ||||||||
| General and administrative^(1)^ | 447,519 | 430,149 | 794,144 | 803,322 | ||||||||
| Excise tax^(1)^ | (373,824 | ) | 300,000 | (48,024 | ) | 300,000 | ||||||
| Total expenses before incentive fees | 3,723,550 | 5,547,875 | 7,863,418 | 10,768,905 | ||||||||
| Net Investment Income Incentive Fees | — | 1,299,324 | — | 2,529,308 | ||||||||
| Capital gains incentive fees | — | — | — | — | ||||||||
| Total incentive fees | — | 1,299,324 | — | 2,529,308 | ||||||||
| Total expenses^(1)^ | 3,723,550 | 6,847,199 | 7,863,418 | 13,298,213 | ||||||||
| Net investment income | 7,721,906 | 6,665,781 | 14,259,462 | 13,156,565 | ||||||||
| NET CHANGE IN UNREALIZED APPRECIATION/(DEPRECIATION) AND REALIZED GAINS/(LOSSES) ON INVESTMENT TRANSACTIONS | ||||||||||||
| Net change in unrealized appreciation/(depreciation) on investments: | ||||||||||||
| Non-Affiliate/non-control investments | 30,353,371 | 4,900,785 | 30,498,482 | 3,957,995 | ||||||||
| Affiliated investments | (2,376,310 | ) | 3,352,146 | (2,732,427 | ) | 4,072,635 | ||||||
| Total net change in unrealized appreciation/(depreciation) on investments | 27,977,061 | 8,252,931 | 27,766,055 | 8,030,630 | ||||||||
| Net realized losses: | ||||||||||||
| Non-affiliated/non-control investments | (30,439,962 | ) | (3,331,308 | ) | (38,534,902 | ) | (3,331,308 | ) | ||||
| Total net realized losses | (30,439,962 | ) | (3,331,308 | ) | (38,534,902 | ) | (3,331,308 | ) | ||||
| Net increase in net assets resulting from operations | $ | 5,259,005 | $ | 11,587,404 | $ | 3,490,615 | $ | 17,855,887 | ||||
| Net increase in net assets resulting from net investment income per common share (Basic and Diluted): | $ | 0.13 | $ | 0.13 | $ | 0.24 | $ | 0.26 | ||||
| Net increase in net assets resulting from operations per common share (Basic and Diluted): | $ | 0.09 | $ | 0.23 | $ | 0.06 | $ | 0.36 | ||||
| Weighted average shares of common stock outstanding (Basic and Diluted): | 60,654,421 | 50,542,374 | 60,146,853 | 50,202,259 | ||||||||
| Distributions per share | $ | 0.105 | $ | 0.105 | $ | 0.210 | $ | 0.210 | ||||
| (1) | Change in prior periods was made to conform to the current<br>period presentation. | |||||||||||
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FINANCIAL HIGHLIGHTS
| Three Months <br> Ended <br> June 30, 2024 | Three Months <br> Ended <br> June 30, 2023 | Six Months <br> Ended <br> June 30, 2024 | Six Months <br> Ended <br> June 30, 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Per Share Data | ||||||||||||
| Net asset value at beginning of period | $ | 2.42 | $ | 2.80 | $ | 2.55 | $ | 2.78 | ||||
| Net investment income^(1)^ | 0.13 | 0.13 | 0.24 | 0.26 | ||||||||
| Net realized and unrealized (losses)/gains^(2)^ | (0.04 | ) | 0.10 | (0.18 | ) | 0.09 | ||||||
| Net (decrease)/increase in net asset value from operations | 0.09 | 0.23 | 0.06 | 0.35 | ||||||||
| Distributions per share from net investment income | (0.11 | ) | (0.11 | ) | (0.21 | ) | (0.21 | ) | ||||
| Tax return of capital distributions^(3)^ | — | — | — | — | ||||||||
| Total distributions | (0.11 | ) | (0.11 | ) | (0.21 | ) | (0.21 | ) | ||||
| Effect of shares issued | 0.03 | (0.04 | ) | 0.03 | (0.04 | ) | ||||||
| Net asset value at end of period | $ | 2.43 | $ | 2.88 | $ | 2.43 | $ | 2.88 | ||||
| Per share market value at beginning of period | $ | 3.17 | $ | 3.16 | $ | 2.86 | $ | 3.12 | ||||
| Per share market value at end of period | $ | 2.94 | $ | 2.65 | $ | 2.94 | $ | 2.65 | ||||
| Total return based on Market Value^(4)^ | (4.06 | )% | (13.00 | )% | 9.98 | % | (9.15 | )% | ||||
| Total return based on Net Asset Value^(5)^ | 4.75 | % | 6.61 | % | 3.53 | % | 11.15 | % | ||||
| Shares outstanding at end of period | 62,705,628 | 56,395,751 | 62,705,628 | 56,395,751 | ||||||||
| Ratios/Supplemental Data^(8)^ | ||||||||||||
| Net assets at end of period (000’s) | $ | 152,412 | $ | 162,412 | $ | 152,412 | $ | 162,412 | ||||
| Average net assets (000’s) | $ | 146,781 | $ | 144,439 | $ | 147,520 | $ | 141,852 | ||||
| Ratio of expenses to average net assets^(6)^ | 11.15 | % | 18.96 | % | 10.99 | % | 18.75 | % | ||||
| Ratio of net investment income to average net assets^(6)^ | 20.04 | % | 18.46 | % | 19.00 | % | 18.55 | % | ||||
| Portfolio turnover rate^(7)^ | 5.69 | % | 1.48 | % | 11.08 | % | 2.60 | % | ||||
| (1) | Represents per share net investment income for the period,<br>based upon weighted average shares outstanding. | |||||||||||
| --- | --- | |||||||||||
| (2) | Net realized and unrealized gains/(losses) include rounding<br>adjustments to reconcile change in net asset value per share. | |||||||||||
| --- | --- | |||||||||||
| (3) | Management monitors available taxable earnings, including<br>net investment income and realized capital gains, to determine if a tax return of capital may occur for the year. To the extent the Company’s<br>taxable earnings fall below the total amount of the Company’s distributions for that fiscal year, a portion of those distributions<br>may be deemed a tax return of capital to the Company’s stockholders. The ultimate tax character of the Company’s earnings<br>cannot be determined until tax returns are prepared after the end of the fiscal year. The amounts and sources of distributions reported<br>are only estimates (based on an average of the reported tax character historically) and are not being provided for U.S. tax reporting<br>purposes. | |||||||||||
| --- | --- | |||||||||||
| (4) | Total return based on market value equals the increase or<br>decrease of ending market value over beginning market value, plus distributions, divided by the beginning market value, assuming distribution<br>reinvestment prices obtained under the Company’s distribution reinvestment plan, excluding any discounts. Total return is not annualized. | |||||||||||
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| (5) | Total return based on net asset value equals the increase<br>or decrease of ending net asset value over beginning net asset value, plus distributions, divided by the beginning net asset value. Total<br>return is not annualized. | |||||||||||
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| (6) | Annualized. | |||||||||||
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| (7) | Portfolio turnover rate is calculated using the lesser of<br>the year-to-date investment sales and debt repayments or year-to-date investment purchases over the average of the total investments<br>at fair value. | |||||||||||
| --- | --- | |||||||||||
| (8) | The following table provides supplemental performance ratios<br>(annualized) measured for the three and six months ended June 30, 2024 and 2023: | |||||||||||
| --- | --- | |||||||||||
| Three Months <br> Ended <br> June 30, 2024 | Three Months <br> Ended <br> June 30, 2023 | Six Months <br> Ended <br> June 30, 2024 | Six Months <br> Ended <br> June 30, 2023 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Ratio of expenses to average net assets: | ||||||||||||
| Operating expenses before incentive fees | 11.15 | % | 15.36 | % | 10.99 | % | 15.18 | % | ||||
| Net investment income incentive fees | — | % | 3.60 | % | — | % | 3.57 | % | ||||
| Ratio of expenses, excluding interest expense, to average net assets | 5.81 | % | 10.41 | % | 5.68 | % | 10.05 | % |
About Oxford Square Capital Corp.
Oxford Square Capital Corp. is a publicly-traded business development company principally investing in syndicated bank loans and, to a lesser extent, debt and equity tranches of collateralized loan obligation (“CLO”) vehicles. CLO investments may also include warehouse facilities, which are financing structures intended to aggregate loans that may be used to form the basis of a CLO vehicle.
Forward-Looking Statements
This press release contains forward-looking statements subject to the inherent uncertainties in predicting future results and conditions. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements. These statements are not guarantees of future performance, conditions or results and involve a number of risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected in these forward-looking statements. These factors are identified from time to time in our filings with the Securities and Exchange Commission. We undertake no obligation to update such statements to reflect subsequent events, except as may be required by law.
Contact:
Bruce Rubin
203-983-5280