8-K
Oxford Square Capital Corp. (OXSQ)
UNITEDSTATES
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):
February 26, 2020
OXFORDSQUARE CAPITAL CORP.
(Exact name of registrant as specified in its charter)
| Maryland | 000-50398 | 20-0188736 |
|---|---|---|
| (State<br> or other jurisdiction | (Commission<br>File Number) | (I.R.S.<br>Employer |
| of<br> incorporation) | Identification No.) |
8Sound Shore Drive, Suite 255
Greenwich,CT 06830
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (203) 983-5275
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<br> to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12<br> under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to<br> Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to<br> Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securitiesregistered 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 |
| 6.50% Notes due 2024 | OXSQL | NASDAQ Global Select Market LLC |
| 6.25% Notes due 2026 | OXSQZ | 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. ☐
Item2.02 Results of Operations and Financial Condition
On February 26, 2020, Oxford Square Capital Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended December 31, 2019. The text of the press release is included as Exhibit 99.1 to this Form 8-K.
The information set forth under this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information set forth under this Item 2.02, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless it is specifically incorporated by reference therein.
Item 7.01. Regulation FD Disclosure
On February 26, 2020, the Company issued a press release, included herewith as Exhibit 99.1, announcing the declaration of distributions for the months ending April 30, 2020, May 31, 2020 and June 30, 2020. Additionally, on February 26, 2020, the Company made available on its website, www.oxfordsquarecapital.com, supplemental investor information with respect to the earnings 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 Securities Exchange Act of 1934, as amended, 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, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
| (a) | Not applicable. |
|---|---|
| (b) | Not<br> applicable. |
| (c) | Not<br> applicable. |
| --- | --- |
| (d) | Exhibits. |
| --- | --- |
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press release dated February 26, 2020 |
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SIGNATURES
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: February<br> 26, 2020 | OXFORD<br> SQUARE CAPITAL CORP. | |
|---|---|---|
| By: | /s/ Saul B. Rosenthal | |
| Saul<br> B. Rosenthal | ||
| President |
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Exhibit 99.1
Oxford Square Capital Corp. AnnouncesNet Asset Value and Selected Financial Results for the Quarter Ended December 31, 2019 and Declaration of Distributions of Commonstock for the Months Ending April 30, May 31, and June 30, 2020
GREENWICH, CT – 2/26/2020 –Oxford Square Capital Corp. (NasdaqGS: OXSQ) (NasdaqGS: OXSQL) (NasdaqGS: OXSQZ) (“OXSQ,” the “Company,” “we,” “us” or “our”) announced today its financial results and related information for the quarter ended December 31, 2019.
| · | As of December 31, 2019, net asset value (“NAV”) per share<br>was $5.12, compared with the NAV per share of $5.42 at the prior quarter end. | ||
|---|---|---|---|
| o | For the quarter ended December 31, 2019 we recorded GAAP net investment income of approximately<br>$8.4 million, or $0.18 per share, compared to $8.9 million, or $0.19 per share for the quarter ended September 30, 2019. | ||
| --- | --- | ||
| o | We recorded net realized losses on extinguishment of debt of approximately $16,000 and net unrealized<br>depreciation of approximately $13.3 million for the quarter ended December 31, 2019. | ||
| --- | --- | ||
| o | In total, we had a net decrease in net assets resulting from operations of approximately $4.9 million,<br>or $0.10 per share, for the quarter ended December 31, 2019, compared with a net decrease in net assets resulting from operations<br>of $33.1 million, or $0.69 per share, for the quarter ended September 30, 2019. | ||
| --- | --- | ||
| · | Total investment income for the fourth quarter of 2019 amounted to<br>approximately $13.4 million, which represents a decrease of approximately $700,000 from the third quarter of 2019. | ||
| --- | --- | ||
| · | For the quarter ended December 31, 2019, we recorded approximate investment<br>income from our portfolio as follows: | ||
| --- | --- | ||
| o | $6.3 million from our debt investments, | ||
| --- | --- | ||
| o | $5.6 million from our collateralized loan obligation (“CLO”) equity investments, | ||
| --- | --- | ||
| o | $700,000 of dividend income – PIK from affiliated investments, and | ||
| --- | --- | ||
| o | $800,000 from all other sources. | ||
| --- | --- | ||
| · | Our total expenses for the quarter ended December 31, 2019 were approximately<br>$5.0 million, which represents a decrease of approximately $100,000 from the third quarter of 2019. | ||
| --- | --- | ||
| · | During the fourth quarter of 2019, we made additional investments<br>of approximately $3.9 million and received proceeds of approximately $19.7 million from repayments and amortization payments on<br>our debt investments. | ||
| --- | --- | ||
| · | As of December 31, 2019, the following metrics applied (note that<br>none of these values represent a total return to shareholders): | ||
| --- | --- | ||
| o | The weighted average yield of our debt investments was 9.1% at current cost, compared with 9.7%<br>as of September 30, 2019. | ||
| --- | --- | ||
| o | The weighted average effective yield of our CLO equity investments at current cost was 11.0%, compared<br>with 11.9% as of September 30, 2019. | ||
| --- | --- | ||
| o | The weighted average cash distribution yield of our CLO equity investments at current cost was<br>22.1%, compared with 19.9% as of September 30, 2019. | ||
| --- | --- | ||
| · | Our weighted average credit rating on a fair value basis was 2.2 at<br>the end of the fourth quarter of 2019, unchanged from September 30, 2019. | ||
| --- | --- | ||
| · | As of December 31, 2019, we had two debt investments on non-accrual<br>status with a combined fair value of $5.8 million. | ||
| --- | --- | ||
| · | On February 24, 2020 our Board of Directors declared the following<br>distributions on our common stock: | ||
| --- | --- | ||
| Month Ending | Record Date | Payment Date | Amount Per Share |
| --- | --- | --- | --- |
| April 30, 2020 | April 15, 2020 | April 30, 2020 | $0.067 |
| May 31, 2020 | May 14, 2020 | May 29, 2020 | $0.067 |
| June 30, 2020 | June 15, 2020 | June 30, 2020 | $0.067 |
We will host a conference call to discuss our fourth quarter results today, Wednesday, February 26, 2020 at 9:00 AM ET. Please call 1-844-792-3730 to participate. A recording of the conference call will be available for replay for approximately 30 days following the call. The replay number is 1-877-344-7529, and the replay passcode is 10139666.
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.
CONSOLIDATED STATEMENTS OF ASSETS ANDLIABILITIES
| December 31, 2018 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Non-affiliated/non-control investments (cost: 467,828,907 and 486,232,755, respectively) | 361,985,203 | $ | 430,496,633 | ||
| Affiliated investments (cost: 16,836,822 and 9,126,017, respectively) | 2,816,790 | 14,492,197 | |||
| Cash equivalents | 14,410,486 | 13,905,059 | |||
| Restricted cash | 2,050,452 | 3,175,805 | |||
| Interest and distributions receivable | 3,480,036 | 4,682,735 | |||
| Other assets | 523,626 | 392,784 | |||
| Total assets | 385,266,593 | $ | 467,145,213 | ||
| LIABILITIES | |||||
| Notes payable – 6.50% Unsecured Notes, net of deferred issuance costs | 62,989,567 | $ | 62,664,863 | ||
| Notes payable – 6.25% Unsecured Notes, net of deferred issuance costs | 43,313,872 | — | |||
| Notes payable – Credit Facility, net of deferred issuance costs | 28,080,550 | 85,522,569 | |||
| Base management fee and net investment income incentive fee payable to affiliate | 1,480,653 | 3,227,456 | |||
| Accrued interest payable | 632,235 | 488,608 | |||
| Accrued expenses | 771,174 | 517,470 | |||
| Total liabilities | 137,268,051 | 152,420,966 | |||
| NET ASSETS | |||||
| Common stock, 0.01 par value, 100,000,000 shares authorized; 48,448,987 and 47,650,959 shares issued and outstanding, respectively | 484,489 | 476,509 | |||
| Capital in excess of par value | 451,839,302 | 456,970,560 | |||
| Total distributable earnings / (accumulated losses) | (204,325,249 | ) | (142,722,822 | ) | |
| Total net assets | 247,998,542 | 314,724,247 | |||
| Total liabilities and net assets | 385,266,593 | $ | 467,145,213 | ||
| Net asset value per common share | 5.12 | $ | 6.60 |
All values are in US Dollars.
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OXFORD SQUARE CAPITAL CORP.
CONSOLIDATED STATEMENT OF OPERATIONS
| **** | Year Ended December 31, 2019 | Year Ended December 31, 2018 | Year Ended December 31, 2017 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| INVESTMENT INCOME | |||||||||
| From non-affiliated/non-control investments: | |||||||||
| Interest income – debt investments | $ | 28,000,283 | $ | 25,183,547 | $ | 24,561,956 | |||
| Income from securitization vehicles and investments | 25,244,866 | 27,837,032 | 33,274,392 | ||||||
| Other income | 1,694,434 | 2,984,773 | 3,198,469 | ||||||
| Total investment income from non-affiliated/non-control investments | 54,939,583 | 56,005,352 | 61,034,817 | ||||||
| From affiliated investments: | |||||||||
| Dividend income – non-cash | 7,710,805 | — | — | ||||||
| Interest income – debt investments | — | 271,916 | 382,200 | ||||||
| Total investment income from affiliated investments | 7,710,805 | 271,916 | 382,200 | ||||||
| Total investment income | 62,650,388 | 56,277,268 | 61,417,017 | ||||||
| EXPENSES | |||||||||
| Interest expense | 9,901,426 | 7,181,009 | 12,898,815 | ||||||
| Base management fees | 6,704,467 | 7,309,435 | 8,140,010 | ||||||
| Professional fees | 1,454,942 | 1,227,296 | 2,799,113 | ||||||
| Compensation expense | 832,256 | 907,995 | 901,472 | ||||||
| Director’s fees | 417,500 | 441,501 | 584,580 | ||||||
| Insurance | 281,146 | 247,178 | 256,956 | ||||||
| Transfer agent and custodian fees | 239,323 | 227,381 | 244,115 | ||||||
| General and administrative | 829,476 | 644,104 | 1,014,580 | ||||||
| Total expenses before incentive fees | 20,660,536 | 18,185,899 | 26,839,641 | ||||||
| Net investment income incentive fees | 3,511,493 | 4,585,151 | 3,850,646 | ||||||
| Capital gains incentive fees | — | — | — | ||||||
| Total incentive fees | 3,511,493 | 4,585,151 | 3,850,646 | ||||||
| Total expenses | 24,172,029 | 22,771,050 | 30,690,287 | ||||||
| Net investment income | 38,478,359 | 33,506,218 | 30,726,730 | ||||||
| Net change in unrealized appreciation/depreciation on investments | |||||||||
| Non-Affiliate/non-control investments | (50,107,582 | ) | (36,969,481 | ) | 19,478,902 | ||||
| Affiliated investments | (19,386,212 | ) | (2,323,867 | ) | 3,561,269 | ||||
| Total net change in unrealized appreciation/depreciation on investments | (69,493,794 | ) | (39,293,348 | ) | 23,040,171 | ||||
| Net realized (losses) gains | |||||||||
| Non-Affiliated/non-control investments | (1,709,816 | ) | (3,370,732 | ) | (7,007,892 | ) | |||
| Affiliated investments | — | 5,241 | — | ||||||
| Extinguishment of debt | (72,666 | ) | (60,752 | ) | (3,149,338 | ) | |||
| Total net realized losses | (1,782,482 | ) | (3,426,243 | ) | (10,157,230 | ) | |||
| Net (decrease)/increase in net assets resulting from operations | $ | (32,797,917 | ) | $ | (9,213,373 | ) | $ | 43,609,671 |
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OXFORD SQUARE CAPITAL CORP.
CONSOLIDATED STATEMENT OF OPERATIONS – (continued)
| **** | Year Ended December 31, 2019 | Year Ended December 31, 2018 | Year Ended December 31, 2017 | |||||
|---|---|---|---|---|---|---|---|---|
| Net increase in net assets resulting from net investment income per common share: | ||||||||
| Basic and Diluted | $ | 0.81 | $ | 0.67 | $ | 0.60 | ||
| Net (decrease)/increase in net assets resulting from operations per common share: | ||||||||
| Basic | $ | (0.69 | ) | $ | (0.19 | ) | $ | 0.85 |
| Diluted | $ | (0.69 | ) | $ | (0.19 | ) | $ | 0.83 |
| Weighted average shares of common stock outstanding: | ||||||||
| Basic | 47,756,596 | 49,662,157 | 51,479,409 | |||||
| Diluted | 47,756,596 | 49,662,157 | 58,349,224 |
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OXFORD SQUARE CAPITAL CORP.
FINANCIAL HIGHLIGHTS
| Year Ended December 31,<br> 2019 | Year Ended December 31, 2018 | Year Ended December 31,<br> 2017 | Year Ended December 31,<br> 2016 | Year Ended December 31,<br> 2015 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Per Share Data | |||||||||||||||
| Net asset value at beginning of year | $ | 6.60 | $ | 7.55 | $ | 7.50 | $ | 6.40 | $ | 8.64 | |||||
| Net investment income^(1)(3)^ | 0.81 | 0.67 | 0.60 | 0.52 | 0.66 | ||||||||||
| Net realized and unrealized gains (losses)^(2)(3)^ | (1.49 | ) | (0.91 | ) | 0.25 | 1.62 | (1.85 | ) | |||||||
| Net change in net asset value from operations | (0.68 | ) | (0.24 | ) | 0.85 | 2.14 | (1.19 | ) | |||||||
| Distributions per share from net investment income | (0.80 | ) | (0.73 | ) | (0.66 | ) | (1.06 | ) | (1.14 | ) | |||||
| Distributions based on weighted average share impact | — | 0.01 | — | 0.01 | 0.01 | ||||||||||
| Tax return of capital distributions | — | (0.07 | ) | (0.14 | ) | (0.10 | ) | — | |||||||
| Total distributions^(4)^ | (0.80 | ) | (0.79 | ) | (0.80 | ) | (1.15 | ) | (1.13 | ) | |||||
| Effect of shares issued/repurchased, gross | — | 0.08 | — | 0.11 | 0.08 | ||||||||||
| Net asset value at end of year | $ | 5.12 | $ | 6.60 | $ | 7.55 | $ | 7.50 | $ | 6.40 | |||||
| Per share market value at beginning of year | $ | 6.47 | $ | 5.74 | $ | 6.61 | $ | 6.08 | $ | 7.53 | |||||
| Per share market value at end of year | $ | 5.44 | $ | 6.47 | $ | 5.74 | $ | 6.61 | $ | 6.08 | |||||
| Total return based on Market Value^(5)^ | (4.14 | )% | 26.95 | % | (2.01 | )% | 33.29 | % | (4.35 | )% | |||||
| Total return based on Net Asset Value^(6)^ | (10.26 | )% | (1.99 | )% | 11.33 | % | 35.31 | % | (12.73 | )% | |||||
| Shares outstanding at end of year | 48,448,987 | 47,650,959 | 51,479,409 | 51,479,409 | 56,396,435 | ||||||||||
| Ratios/Supplemental Data^(8)^ | |||||||||||||||
| Net assets at end of period (000’s) | $ | 247,999 | $ | 314,724 | $ | 388,419 | $ | 385,992 | $ | 360,935 | |||||
| Average net assets (000’s) | $ | 289,373 | $ | 369,258 | $ | 385,947 | $ | 343,328 | $ | 487,894 | |||||
| Ratio of expenses to average net assets | 8.35 | % | 6.17 | % | 7.95 | % | 12.38 | % | 9.80 | % | |||||
| Ratio of net investment income to average net assets | 13.30 | % | 9.07 | % | 7.96 | % | 7.80 | % | 8.12 | % | |||||
| Portfolio turnover rate^(7)^ | 12.75 | % | 35.18 | % | 43.02 | % | 25.73 | % | 24.96 | % | |||||
| (1) | Represents per share net investment income for the period, based upon weighted average shares outstanding. | ||||||||||||||
| --- | --- | ||||||||||||||
| (2) | Net realized and unrealized gains include rounding adjustments to reconcile change in net asset<br>value per share. | ||||||||||||||
| --- | --- | ||||||||||||||
| (3) | During the first quarter of 2015, the Company identified a non-material error in its accounting for<br>income from CLO equity investments. Prospectively as of January 1, 2015, the Company records income from its CLO equity investments<br>using the effective yield method in accordance with the accounting guidance in ASC 325-40, Beneficial Interests in Securitized<br>Financial Assets, based upon an estimation of an effective yield to maturity utilizing assumed cash flows. An out-of-period adjustment<br>to Net Investment Income Incentive Fees, in the amount of $2.4 million, or $0.04 per share, is reflected in the year ended December<br>31, 2015. Prior period amounts are not materially affected. | ||||||||||||||
| --- | --- |
During the quarter ended September 30, 2015, the Company recorded an out of period adjustment related to a miscalculation of discount accretion which increased interest income and increased investment cost, by approximately $1.4 million. For the year ended December 31, 2015, approximately $1.1 million, or $0.02 per share, of the adjustment related to prior years. The increase in the investment cost has a corresponding effect on the investment’s unrealized depreciation of the same amount. Management concluded the adjustment was not material to previously filed financial statements.
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OXFORD SQUARE CAPITAL CORP.
FINANCIAL HIGHLIGHTS – (continued)
| (4) | Management monitors available taxable earnings, including net investment income and realized capital<br>gains, to determine if a tax return of capital may occur for the year. To the extent the Company’s taxable earnings fall<br>below the total amount of the Company’s distributions for that fiscal year, a portion of those distributions may be deemed<br>a tax return of capital to the Company’s stockholders. The ultimate tax character of the Company’s earnings cannot<br>be determined until tax returns are prepared after the end of the fiscal year. |
|---|---|
| (5) | Total return equals the increase or decrease of ending market value over beginning market value, plus<br>distributions, divided by the beginning market value per share, assuming distribution reinvestment prices obtained under the Company’s<br>distribution reinvestment plan, excluding any discounts. |
| (6) | Total return based on net asset value equals the increase or decrease of ending net asset value over<br>beginning net asset value, plus distributions, divided by the beginning net asset value. |
| (7) | Portfolio turnover rate is calculated using the lesser of the annual cash investment sales and debt<br>repayments or annual cash investment purchases over the average of the total investments at fair value. |
| (8) | The following table provides supplemental performance ratios measured for the years ended December<br>31, 2019, 2018, 2017, 2016 and 2015: |
| Year Ended December 31, <br> 2019 | Year Ended December 31,<br> 2018 | Year Ended December 31, 2017 | Year Ended December 31,<br> 2016 | Year Ended December 31,<br> 2015 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ratio of expenses to average net assets: | |||||||||||||||
| Expenses before incentive fees | 7.14 | % | 4.92 | % | 6.95 | % | 11.57 | % | 10.00 | % | |||||
| Net Investment Income Incentive Fees | 1.21 | % | 1.24 | % | 1.00 | % | 0.81 | % | (0.19 | )% | |||||
| Capital Gains Incentive Fees | — | % | — | % | — | % | — | % | — | % | |||||
| Ratio of expenses, excluding interest expense, to average net assets | 4.93 | % | 4.21 | % | 4.61 | % | 7.37 | % | 5.73 | % |
About Oxford Square Capital Corp.
Oxford Square Capital Corp. is a publicly-traded business development company principally investing in syndicated bank loans and 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. 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
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