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Section 1: 8-K (8-K)

 

 

 

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):

 

April 30, 2019

 

OXFORD SQUARE CAPITAL CORP.

(Exact name of registrant as specified in its charter)

 

Maryland 000-50398 20-0188736
(State or other jurisdiction (Commission File Number) (I.R.S. Employer Identification No.)
of incorporation)    

 

8 Sound 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 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))

 

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 2.02Results of Operations and Financial Condition

 

On April 30, 2019, Oxford Square Capital Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2019. The text of the press release is included as an exhibit to this Form 8-K. Additionally, on April 30, 2019, the Company made available on its website, www.oxfordsquarecapital.com, supplemental investor information with respect to the earnings release.

 

The information in this Current Report, including the Exhibit, 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 in this Current Report 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 9.01Financial Statements and Exhibits.

 

(a)Not applicable.

 

(b)Not applicable.

 

(c)Not applicable.

 

(d)Exhibits.

 

Exhibit No.   Description
     
99.1   Press release dated April 30, 2019

 

 

 

 

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:  April 30, 2019 OXFORD SQUARE CAPITAL CORP.
     
  By: /s/ Saul B. Rosenthal
    Saul B. Rosenthal
    President

 

 

 

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Section 2: EX-99.1 (EXHIBIT 99.1)

 

 

Exhibit 99.1

 

Oxford Square Capital Corp. Announces Net Asset Value and Selected Financial Results for the Quarter Ended March 31, 2019

 

Declares Common Stock Distributions for the Months Ending July 31, August 31, and September 30, 2019

 

GREENWICH, CT – 04/30/2019 –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 March 31, 2019.

 

·As of March 31, 2019 net asset value (“NAV”) per share was $6.67, compared with the NAV per share of $6.60 at the prior quarter end.

 

·For the quarter ended March 31, 2019 we recorded GAAP net investment income of approximately $8.4 million, or $0.18 per share, compared to $8.5 million, or $0.18 per share for the quarter ended December 31, 2018. We recorded net realized losses of approximately $1.3 million and a net increase in unrealized appreciation of approximately $5.7 million for the quarter ended March 31, 2019. In total, we had a net increase in net assets from operations of approximately $12.7 million, or $0.27 per share, for the quarter ended March 31, 2019, compared with a net decrease in net assets from operations of $34.1 million, or $0.71 per share, for the quarter ended December 31, 2018.

 

·Total investment income for the first quarter of 2019 amounted to approximately $14.2 million, which represents a decrease of approximately $1.0 million from the fourth quarter of 2018.

 

oFor the quarter ended March 31, 2019 we recorded investment income from our portfolio as follows:

 

·$7.2 million from our debt investments,

 

·$6.8 million from our collateralized loan obligation (“CLO”) equity investments, and

 

·$0.2 million from all other sources.

 

·Our total expenses for the quarter ended March 31, 2019 were approximately $5.9 million, which represents a decrease of approximately $0.8 million from the fourth quarter of 2018.

 

·During the first quarter of 2019:

 

oWe made investments of approximately $4.4 million in corporate loans.

 

oWe received, or were entitled to receive, proceeds of approximately $3.0 million from sales of corporate loan investments, in addition to $0.6 million from sales of CLO equity investments, and $0.4 million from repayments and amortization payments on our debt investments.

 

·As of March 31, 2019 the following metrics applied (note that none of these values represent a total return to shareholders):

 

oThe weighted average yield of our debt investments was 9.8% at current cost, compared with 9.7% as of December 31, 2018.

 

oThe weighted average effective yield of our CLO equity investments at current cost was 14.6%, compared with 15.6% as of December 31, 2018.

 

oThe weighted average cash distribution yield of our CLO equity investments at current cost was 18.4%, compared with 17.4% as of December 31, 2018.

 

·Our weighted average credit rating on a fair value basis was 2.1 at the end of the first quarter of 2019 (compared to 2.1 at the end of the fourth quarter of 2018).

 

·As of March 31, 2019 we had no investments on non-accrual status.

 

·On April 3, 2019, we completed an underwritten public offering of $42.5 million in aggregate principal amount of our 6.25% Unsecured Notes due 2026 (the “6.25% Notes”). On April 9, 2019, we issued an additional approximately $2.3 million in aggregate principal amount of the 6.25% Notes pursuant to the underwriters’ partial exercise of their overallotment option. The 6.25% Notes bear interest at a rate of 6.25% and will mature on April 30, 2026, and may be redeemed in whole or in part at any time at our option on or after April 30, 2022. The 6.25% Notes are listed on the NASDAQ Global Select Market under the trading symbol “OXSQZ.”

 

 

 

 

·On April 23, 2019 our Board of Directors declared the following distributions on our common stock:

 

Period Ending  Record Date  Payment Date  Amount Per Share 
July 31, 2019  July 24, 2019  July 31, 2019  $0.067 
August 31, 2019  August 23, 2019  August 30, 2019  $0.067 
September 30, 2019  September 23, 2019  September 30, 2019  $0.067 

 

We will host a conference call to discuss our first quarter results today, Tuesday, April 30, 2019 at 09:00 AM ET. Please call 1-888-339-0740 to participate. A recording of the conference call will be available to replay for approximately 30 days following the call. The replay number is 1-877-344-7529, and the replay passcode is 10131088.

 

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 AND LIABILITIES

  

   March 31, 2019   December 31, 2018 
   (unaudited)     
ASSETS          
Non-affiliated/non-control investments (cost: $484,168,171 and $486,232,755, respectively)  $432,660,699   $430,496,633 
Affiliated investments (cost: $9,126,017and $9,126,017, respectively)   15,942,483    14,492,197 
Cash equivalents   10,081,620    13,905,059 
Restricted Cash   2,402,254    3,175,805 
Interest and distributions receivable   4,569,350    4,682,735 
Other assets   462,084    392,784 
Total assets  $466,118,490   $467,145,213 
LIABILITIES          
Notes payable – Credit Facility, net of deferred issuance costs  $77,301,544   $85,522,569 
Notes payable – 6.50% Unsecured Notes, net of deferred issuance costs   62,744,927    62,664,863 
Securities purchased not settled   4,433,875     
Base management fee and net investment income incentive fee payable to affiliate   2,782,589    3,227,456 
Accrued interest payable   339,407    488,608 
Accrued expenses   572,141    517,470 
Total liabilities   148,174,483    152,420,966 
           
NET ASSETS          
Common stock, $0.01 par value, 100,000,000 shares authorized; 47,650,959 and 47,650,959 shares issued and outstanding, respectively   476,509    476,509 
Capital in excess of par value   456,970,560    456,970,560 
Total distributable earnings / (loss)   (139,503,062)   (142,722,822)
Total net assets   317,944,007    314,724,247 
Total liabilities and net assets  $466,118,490   $467,145,213 
Net asset value per common share  $6.67   $6.60 

 

 

 

 

OXFORD SQUARE CAPITAL CORP.

 

CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

 

   Three Months
Ended
March 31, 2019
   Three Months
Ended
March 31, 2018
 
INVESTMENT INCOME          
From non-affiliated investments:          
Interest income – debt investments  $7,148,481   $5,821,737 
Income from securitization vehicles and investments   6,846,925    6,802,864 
Other income   229,708    621,983 
Total investment income from non-affiliated investments   14,225,114    13,246,584 
           
From affiliated investments:          
Interest income – debt investments       100,216 
Total investment income from affiliated investments       100,216 
Total investment income   14,225,114    13,346,800 
EXPENSES          
Interest expense   2,149,841    1,126,080 
Base management fees   1,626,538    1,679,814 
Professional fees   367,251    156,918 
Compensation expense   232,928    260,089 
General and administrative   328,517    400,571 
Total expenses before incentive fees   4,705,075    3,623,472 
Net investment income incentive fees   1,156,051    1,000,232 
Total expenses   5,861,126    4,623,704 
Net investment income   8,363,988    8,723,096 
Net change in unrealized appreciation/(depreciation) on investments:          
Non-Affiliated investments   4,228,650    3,351,602 
Affiliated investments   1,450,286    (873,570)
Total net change in unrealized appreciation/(depreciation) on investments   5,678,936    2,478,032 
Net realized gains/(losses):          
Non-Affiliated investments   (1,278,866)   288,935 
Extinguishment of debt   (14,106)    
Total net realized gains/(losses)   (1,292,972)   288,935 
Net increase in net assets resulting from operations  $12,749,952   $11,490,063 
Net increase in net assets resulting from net investment income per common share (Basic and Diluted)  $0.18   $0.17 
Net increase in net assets resulting from operations per common share (Basic and Diluted)  $0.27   $0.22 
Weighted average shares of common stock outstanding:          
Basic and Diluted   47,650,959    51,200,060 
Distributions per share  $0.20   $0.20 

 

 

 

 

FINANCIAL HIGHLIGHTS – (unaudited)

 

Financial highlights for the three months ended March 31, 2019 and 2018, respectively, are as follows: 

 

Per Share Data  Three Months Ended
March 31, 2019
   Three Months Ended
March 31, 2018
 
Net asset value as of beginning of period  $6.60   $7.55 
Net investment income(1)   0.18    0.17 
Net realized and unrealized gains(2)   0.09    0.05 
Net increase in net asset value from operations   0.27    0.22 
Distributions per share from net investment income   (0.17)   (0.20)
Tax return of capital distributions(3)   (0.03)    
Total distributions   (0.20)   (0.20)
Effect of shares repurchased, gross       0.03 
Net asset value at end of period  $6.67   $7.60 
Per share market value at beginning of period  $6.47   $5.74 
Per share market value at end of period  $6.50   $6.11 
Total return based on Market Value(4)   3.55%   9.93%
Total return based on Net Asset Value(5)   4.09%   3.31%
Shares outstanding at end of period   47,650,959    50,489,149 
Ratios/Supplemental Data(8)          
Net assets at end of period (000’s)  $317,944   $383,809 
Average net assets (000’s)   316,334    387,442 
Ratio of operating expenses to average net assets(6)   7.41%   4.77%
Ratio of net investment income to average net assets(6)   10.58%   9.01%
Portfolio turnover rate(7)   0.91%   1.45%

 

 

(1) Represents per share net investment income for the period, based upon average shares outstanding.
(2) Net realized and unrealized gains include rounding adjustments to reconcile change in net asset value per share.
(3) Management monitors available taxable earnings, including 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 taxable earnings fall below the total amount of the Company’s distributions for that fiscal year, a portion of those distributions may be deemed a tax return of capital to the Company’s stockholders. The ultimate tax character of the Company’s earnings cannot be determined until tax returns are prepared after the end of the fiscal year.
(4) Total return based on market value equals the increase or decrease of ending market value over beginning market value, plus distributions, divided by the beginning market value, assuming distribution reinvestment prices obtained under the Company’s distribution reinvestment plan, excluding any discounts. Total return is not annualized.
(5) Total return based on net asset value equals the increase or decrease of ending net asset value over beginning net asset value, plus distributions, divided by the beginning net asset value. Total return is not annualized.
(6) Annualized.
(7) Portfolio turnover rate is calculated using the lesser of the year-to-date cash investment sales and debt repayments or year-to-date cash investment purchases over the average of the total investments at fair value. For the three months ended March 31, 2019 the portfolio turnover rate is calculated using the year-to-date cash investment sales and debt repayments over the average of the total investments at fair value since there were no cash investment purchases during the period.
(8) The following table provides supplemental performance ratios (annualized) measured for the three months ended March 31, 2019 and 2018:

 

   Three Months Ended
March 31, 2019
   Three Months Ended
March 31, 2018
 
Ratio of operating expenses to average net assets:          
Operating expenses before incentive fees   5.95%   3.74%
Net investment income incentive fees   1.46%   1.03%
Ratio of expenses, excluding interest expense   4.69%   3.61%

 

 

 

 

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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