OFS 10-Q Quarterly Report June 30, 2017

OFS 10-Q Quarter ended June 30, 2017

OFS CAPITAL CORP

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10-Q 1 ofs2017q210-q.htm 10-Q Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



	ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017



	¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 814-00813

OFS CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)



Delaware	46-1339639
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

10 S. Wacker Drive, Suite 2500

Chicago, Illinois 60606

(Address of principal executive office)

(847) 734-2000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	¨	Accelerated filer	ý

Non-accelerated filer	¨ (do not check if a smaller reporting company)	Smaller reporting company	¨

Emerging growth company	ý

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. ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

The number of shares of the issuer’s Common Stock, $0.01 par value, outstanding as of August 1, 2017 was 13,331,665 .

OFS CAPITAL CORPORATION

TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	5
	Consolidated Balance Sheets as of June 30, 2017 (unaudited), and December 31, 2016	5
	Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2017 (unaudited), and 2016 (unaudited)	6
	Consolidated Statements of Changes in Net Assets for the Six Months Ended June 30, 2017 (unaudited), and 2016 (unaudited)	7
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2017 (unaudited), and 2016 (unaudited)	8
	Consolidated Schedules of Investments as of June 30, 2017 (unaudited), and December 31, 2016	9
	Notes to Financial Statements (unaudited)	23
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	46
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	61
Item 4.	Controls and Procedures	62

PART II. OTHER INFORMATION		63
Item 1.	Legal Proceedings	63
Item 1A.	Risk Factors	63
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	63
Item 3.	Defaults Upon Senior Securities	63
Item 4.	Mine Safety Disclosures	63
Item 5.	Other Information	63
Item 6.	Exhibits	64
SIGNATURES		65

Defined Terms

We have used "we," "us," "our", "our company", and "the Company" to refer to OFS Capital Corporation in this report. We also have used several other terms in this report, which are explained or defined below:



1940 Act	Investment Company Act of 1940, as amended
Administration Agreement	Administration agreement between the Company and OFS Services
Annual Distribution Requirement	Distributions to our stockholders, for each taxable year, of at least 90% of our ICTI
ASC	Accounting Standards Codification, as issued by the FASB
ASC Topic 820	ASC Topic 820, "Fair Value Measurements and Disclosures"
ASU	Accounting Standards Updates, as issued by the FASB
BDC	Business Development Company under the 1940 Act
BLA	Business Loan Agreement, as amended, with Pacific Western Bank, as lender, which provides the Company with a senior secured revolving credit facility
Board	The Company's board of directors
Code	Internal Revenue Code of 1986, as amended
DRIP	Distribution reinvestment plan
EBITDA	Earnings before interest, taxes, depreciation, and amortization
FASB	Financial Accounting Standards Board
FDIC	Federal Deposit Insurance Corporation
GAAP	Accounting principles generally accepted in the United States
HPCI	Hancock Park Corporate Income, Inc., a non-traded BDC with an investment strategy similar to the Company for whom OFS Advisor serves as investment adviser
ICTI	Investment company taxable income, which is generally net ordinary income plus net short-term capital gains in excess of net long-term capital losses
Investment Advisory Agreement	Investment advisory agreement between the Company and OFS Advisor
LIBOR	London Interbank Offered Rate
OFS Advisor	OFS Capital Management, LLC, a wholly-owned subsidiary of OFSAM and registered investment advisor under the 1940 Act
OFS Capital WM	OFS Capital WM, LLC, a wholly-owned investment company subsidiary
OFS Services	OFS Capital Services, LLC, a wholly-owned subsidiary of OFSAM and affiliate of OFS Advisor
OFSAM	Orchard First Source Asset Management, LLC, an established investment platform focused on meeting the capital needs of middle-market companies
PWB Credit Facility	Senior secured revolving credit facility between the Company and Pacific Western Bank, as lender.
RIC	Regulated investment company under the Code
SBA	U.S. Small Business Administration
SBIC	A fund licensed under the SBA small business investment company program
SBIC Acquisition	The Company's acquisition of the remaining ownership interests in SBIC I LP and SBIC I GP, LLC on December 4, 2013
SBA Act	Small Business Investment Act of 1958
SBIC I LP	OFS SBIC I, LP, a wholly-owned SBIC subsidiary of the Company
SEC	U.S. Securities and Exchange Commission

Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:


•	our limited experience operating a BDC or an SBIC, or maintaining our tax treatment as a RIC under Subchapter M of the Code;


•	our dependence on key personnel;


•	our ability to maintain or develop referral relationships;


•	our ability to replicate historical results;


•	the ability of OFS Advisor to identify, invest in and monitor companies that meet our investment criteria;


•	actual and potential conflicts of interest with OFS Advisor and other affiliates of OFSAM;


•	constraint on investment due to access to material nonpublic information;


•	restrictions on our ability to enter into transactions with our affiliates;


•	limitations on the amount of SBA-guaranteed debentures that may be issued by an SBIC;


•	our ability to comply with SBA regulations and requirements;


•	the use of borrowed money to finance a portion of our investments;


•	competition for investment opportunities;


•	the ability of SBIC I LP any other portfolio companies to make distributions enabling us to meet RIC requirements;


•	our ability to raise capital as a BDC;


•	the timing, form and amount of any distributions from our portfolio companies;


•	the impact of a protracted decline in the liquidity of credit markets on our business;


•	the general economy and its impact on the industries in which we invest;


•	uncertain valuations of our portfolio investments; and


•	the effect of new or modified laws or regulations governing our operations.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include, among others, those described or identified in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016 . You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report on Form 10-Q.

We have based the forward-looking statements on information available to us on the date of this Quarterly Report on Form 10-Q. Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The forward-looking statements and projections contained in this Quarterly Reports on Form 10-Q are excluded from the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

The following analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes thereto contained elsewhere in this Quarterly Report on Form 10-Q.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

OFS Capital Corporation and Subsidiaries

Consolidated Balance Sheets

(Dollar amounts in thousands, except per share data)



	June 30, 2017			December 31, 2016
	(unaudited)
Assets
Investments, at fair value:
Non-control/non-affiliate investments (amortized cost of $213,626 and $178,279, respectively)	$	200,020		$	173,219
Affiliate investments (amortized cost of $64,922 and $76,306, respectively)	70,982			81,708
Control investments (amortized cost of $22,148 and $24,722, respectively)	25,906			26,700
Total investments at fair value (amortized cost of $300,696 and $279,307, respectively)	296,908			281,627
Cash and cash equivalents	46,920			17,659
Interest receivable	1,250			1,770
Prepaid expenses and other assets	3,882			3,974
Total assets	$	348,960		$	305,030

Liabilities
Revolving line of credit	$	6,000		$	9,500
SBA debentures (net of deferred debt issuance costs of $2,847 and $3,037, respectively)	147,033			146,843
Interest payable	1,596			1,599
Management and incentive fees payable	1,484			2,119
Administration fee payable	369			435
Accrued professional fees	422			477
Other liabilities	60			279
Total liabilities	156,964			161,252

Commitments and contingencies (Note 6)

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, 2017, and December 31, 2016, respectively	$	—		$	—
Common stock, par value of $0.01 per share, 100,000,000 shares authorized, 13,331,655 and 9,700,297 shares issued and outstanding as of June 30, 2017, and December 31, 2016, respectively	133			97
Paid-in capital in excess of par	187,791			134,300
Accumulated undistributed net investment income	6,888			6,731
Accumulated undistributed net realized gain	972			330
Net unrealized appreciation (depreciation) on investments	(3,788		)	2,320
Total net assets	191,996			143,778

Total liabilities and net assets	$	348,960		$	305,030

Number of shares outstanding	13,331,655			9,700,297
Net asset value per share	$	14.40		$	14.82

See Notes to Financial Statements.

OFS Capital Corporation and Subsidiaries

Consolidated Statements of Operations (unaudited)

(Dollar amounts in thousands, except per share data)



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Investment income
Interest income:
Non-control/non-affiliate investments	$	4,681		$	4,431		$	9,522		$	9,167
Affiliate investments	1,708			1,671			3,586			3,357
Control investment	581			490			1,143			831
Total interest income	6,970			6,592			14,251			13,355
Dividend income:
Non-control/non-affiliate investments	129			134			212			162
Affiliate investments	312			294			702			823
Control investments	137			111			170			111
Total dividend income	578			539			1,084			1,096
Fee income:
Non-control/non-affiliate investments	169			517			325			995
Affiliate investments	176			7			234			39
Control investments	85			28			118			41
Total fee income	430			552			677			1,075

Total investment income	7,978			7,683			16,012			15,526

Expenses
Interest expense	1,339			1,308			2,726			2,616
Management fees	1,224			1,089			2,416			2,204
Incentive fee	(22		)	857			1,159			1,590
Professional fees	293			303			556			617
Administration fee	307			326			708			754
General and administrative expenses	521			343			791			633

Total expenses	3,662			4,226			8,356			8,414

Net investment income	4,316			3,457			7,656			7,112

Net realized and unrealized gain (loss) on investments
Net realized gain on non-control/non-affiliate investments	163			—			163			2,566
Net realized gain on affiliate investments	874			—			874			—
Net change in unrealized appreciation/depreciation on non-control/non-affiliate investments	(5,505		)	962			(8,546		)	(3,130		)
Net change in unrealized appreciation/depreciation on affiliate investments	(3,366		)	296			658			442
Net change in unrealized appreciation/depreciation on control investment	1,237			(377		)	1,780			(373		)

Net gain (loss) on investments	(6,597		)	881			(5,071		)	(495		)

Net increase (decrease) in net assets resulting from operations	$	(2,281	)	$	4,338		$	2,585		$	6,617

Net investment income per common share – basic and diluted	$	0.33		$	0.36		$	0.67		$	0.73
Net increase (decrease) in net assets resulting from operations per common share – basic and diluted	$	(0.17	)	$	0.45		$	0.23		$	0.68
Distributions declared per common share	$	0.34		$	0.34		$	0.68		$	0.68
Basic and diluted weighted average shares outstanding	13,197,759			9,692,346			11,458,706			9,691,764

See Notes to Financial Statements.

OFS Capital Corporation and Subsidiaries

Consolidated Statements of Changes in Net Assets (unaudited)

(Dollar amounts in thousands)



	Six Months Ended June 30,
	2017			2016
Increase in net assets resulting from operations:
Net investment income	$	7,656		$	7,112
Net realized gain on investments	1,037			2,566
Net change in unrealized appreciation/depreciation on investments	(6,108		)	(3,061		)
Net increase in net assets resulting from operations	2,585			6,617
Distributions to stockholders from:
Accumulated net investment income	(7,830		)	(6,590		)
Total distributions to stockholders	(7,830		)	(6,590		)
Common stock transactions:
Public offering of common stock, net of expenses	53,373			—
Reinvestment of stockholder distributions	90			41
Net increase in net assets resulting from capital transactions	53,463			41
Net increase in net assets	48,218			68
Net assets:
Beginning of period	$	143,778		$	143,012
End of period	$	191,996		$	143,080
Accumulated undistributed net investment income	$	6,888		$	5,160
Common stock activity:
Public offering of common stock	3,625,000			—
Common stock issued from reinvestment of stockholder distributions	6,358			3,152
Shares issued and outstanding at beginning of period	9,700,297			9,691,170
Shares issued and outstanding at end of period	13,331,655			9,694,322

See Notes to Financial Statements.

OFS Capital Corporation and Subsidiaries

Consolidated Statements of Cash Flows (unaudited)

(Dollar amounts in thousands)



	Six Months Ended June 30,
	2017			2016
Cash flows from operating activities
Net increase in net assets resulting from operations	$	2,585		$	6,617
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:
Net realized gain on investments	(1,037		)	(2,566		)
Net change in unrealized appreciation/depreciation on investments	6,108			3,061
Amortization of Net Loan Fees	(669		)	(831		)
Amendment fees collected	27			71
Payment-in-kind interest and dividend income	(1,428		)	(1,193		)
Amortization of deferred debt issuance costs	260			241
Amortization of intangible asset	98			98
Purchase and origination of portfolio investments	(72,219		)	(20,290		)
Proceeds from principal payments on portfolio investments	51,409			31,558
Proceeds from sale or redemption of portfolio investments	2,400			2,115
Changes in operating assets and liabilities:
Interest receivable	520			—
Interest payable	(3		)	43
Management and incentive fees payable	(635		)	(291		)
Administration fee payable	(66		)	(108		)
Other assets and liabilities	(297		)	(102		)
Net cash provided by (used in) operating activities	(12,947		)	18,423
Cash flows from financing activities
Proceeds from common stock offering, net of expenses	53,448			—
Distributions paid to stockholders	(7,740		)	(6,549		)
Borrowings under revolving line of credit	11,000			—
Repayments under revolving line of credit	(14,500		)	—
Net cash provided by (used in) financing activities	42,208			(6,549		)
Net increase in cash and cash equivalents	29,261			11,874
Cash and cash equivalents — beginning of year	17,659			32,714
Cash and cash equivalents — end of year	$	46,920		$	44,588

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest	$	2,469		$	2,331
Distributions paid by issuance of common stock	90			41

See Notes to Financial Statements.

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments

June 30, 2017

(Dollar amounts in thousands)



Portfolio Company(1) Investment Type	Industry	Interest Rate (2)	Spread Above Index (2)	Maturity	Principal Amount		Amortized Cost			Fair Value			Percent of Net Assets
Non-control/Non-affiliate Investments
Armor Holdings II LLC	Other Professional, Scientific, and Technical Services
Senior Secured Loan		10.25%	(L +9.00%)	12/26/2020	$	3,500	$	3,472		$	3,500		1.8	%

AssuredPartners, Inc	Insurance Agencies and Brokerages
Senior Secured Loan		10.23%	(L +9.00%)	10/20/2023	5,000		4,865			5,100			2.7

Avison Young Canada, Inc.	Offices of Real Estate Agents and Brokers
Senior Secured Loan (4) (5)		9.50%	N/A	12/15/2021	4,000		3,931			4,029			2.1

BCC Software, LLC (4)	Custom Computer Programming Services
Senior Secured Loan		9.23%	(L +8.00%)	6/20/2019	6,852		6,788			6,826			3.6
Senior Secured Loan (Revolver) (9) (3)		N/A	(L +8.00%)	6/20/2019	—		(6		)	(4		)	—
					6,852		6,782			6,822			3.6
BJ's Wholesale Club, Inc.	Warehouse Clubs and Supercenters
Senior Secured Loan		8.71%	(L +7.50%)	2/3/2025	7,300		7,267			7,157			3.7

Community Intervention Services, Inc. (4)	Outpatient Mental Health and Substance Abuse Centers
Subordinated Loan (6) (10)		7.0% cash / 6.0% PIK	N/A	1/16/2021	8,274		7,639			3,285			1.7
Common equity (Success Fee) (9)					—		—			—			—
					8,274		7,639			3,285			1.7
Confie Seguros Holdings II Co.	Insurance Agencies and Brokerages
Senior Secured Loan		11.05%	(L +9.75%)	5/8/2019	7,850		7,814			7,752			4.0

Constellis Holdings, LLC	Other Justice, Public Order, and Safety Activities
Senior Secured Loan		6.30%	(L +5.00%)	4/21/2024	4,975		4,926			4,949			2.6
Senior Secured Loan		10.3%	(L +9.00%)	4/21/2025	9,950		9,804			9,876			5.1
					14,925		14,730			14,825			7.7
Elgin Fasteners Group	Bolt, Nut, Screw, Rivet, and Washer Manufacturing
Senior Secured Loan		8.55%	(L +7.25%)	8/27/2018	3,996		3,986			3,650			1.9

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued

June 30, 2017

(Dollar amounts in thousands)



Portfolio Company(1) Investment Type	Industry	Interest Rate (2)	Spread Above Index (2)	Maturity	Principal Amount		Amortized Cost		Fair Value		Percent of Net Assets
Inhance Technologies Holdings LLC	Other Basic Inorganic Chemical Manufacturing
Senior Secured Loan		5.80%	(L +4.50%)	6/30/2019	$	1,971	$	1,959	$	1,965	1.0	%

Intrafusion Holding Corp. (4)	Other Outpatient Care Centers
Senior Secured Loan (8)		11.00%	(L +6.75%)	9/25/2020	14,250		14,213		14,250		7.4

Jobson Healthcare Information, LLC (4)	Other Professional, Scientific, and Technical Services
Senior Secured Loan (10)		10.13% cash / 4.80% PIK	(L +12.93%)	7/21/2019	15,055		14,781		12,888		6.7
Warrants (1,056,428 member units) (9)				7/21/2019 (11)			454		—		—
					15,055		15,235		12,888		6.7
LRI Holding, LLC (4)	Electrical Contractors and Other Wiring Installation Contractors
Senior Secured Loan		10.55%	(L +9.25%)	6/30/2022	18,500		18,338		18,338		9.6
Preferred Equity (238,095 units)							300		300		0.2
					18,500		18,638		18,638		9.8
Maverick Healthcare Equity, LLC (4)	Home Health Equipment Rental
Preferred Equity (1,250,000 units) (9)							900		358		0.2
Common Equity (1,250,000 units) (9)							—		—		—
							900		358		0.2
MN Acquisition, LLC (4)	Software Publishers
Senior Secured Loan		11.65%	(L + 10.50%)	3/17/2022	4,108		4,038		4,060		2.1

My Alarm Center, LLC (4)	Security Systems Services (except Locksmiths)
Senior Secured Loan (6)		12.15%	(L +11.00%)	7/9/2019	6,896		6,701		1,745		0.9
Preferred Equity (100 Class A units) (9)							203		—		—
Preferred Equity (25 Class A-1 units) (9)							44		—		—
					6,896		6,948		1,745		0.9
MYI Acquiror Limited (5)	Insurance Agencies and Brokerages
Senior Secured Loan		5.75%	(L +4.50%)	5/28/2019	4,686		4,681		4,686		2.4

NVA Holdings, Inc.	Veterinary Services
Senior Secured Loan		8.30%	(L +7.00%)	8/14/2022	743		743		750		0.4

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued

June 30, 2017

(Dollar amounts in thousands)



Portfolio Company(1) Investment Type	Industry	Interest Rate (2)	Spread Above Index (2)	Maturity	Principal Amount		Amortized Cost		Fair Value		Percent of Net Assets
O2 Holdings, LLC (4)	Fitness and Recreational Sports Centers
Senior Secured Loan		12.22%	(L +11.00%)	9/2/2021	$	10,000	$	9,925	$	9,874	5.1	%

Planet Fitness Midwest LLC (4)	Fitness and Recreational Sports Centers
Subordinated Loan		13.00%	N/A	12/16/2021	5,000		4,959		5,029		2.6

PM Acquisition LLC	All Other General Merchandise Stores
Senior Secured Loan		11.50%	N/A	10/31/2021	6,254		6,200		6,180		3.2
Common equity (499 units) (9)							499		348		0.2
					6,254		6,699		6,528		3.4
Quantum Spatial, Inc.	Other Information Services
Senior Secured Loan		0.0675	(L +5.50%)	8/27/2017	2,419		2,417		2,412		1.3

Ranpak Corp.	Packaging Machinery Manufacturing
Senior Secured Loan		8.42%	(L +7.25%)	10/3/2022	1,680		1,666		1,661		0.9

Resource Label Group, LLC	Commercial Printing (except Screen and Books)
Senior Secured Loan		5.80%	(L +4.50%)	5/26/2023	1,929		1,910		1,910		1.0
Senior Secured Loan		8.80%	(L +7.50%)	11/26/2023	4,821		4,749		4,751		2.5
					6,750		6,659		6,661		3.5
Security Alarm Financing Enterprises, L.P. (4)	Security Systems Services (except Locksmiths)
Subordinated Loan		14.00% cash / 0.3% PIK	(L +13.00%)	6/19/2020	12,505		12,404		12,230		6.4

Sentry Centers Holdings, LLC	Other Professional, Scientific, and Technical Services
Senior Secured Loan		12.73%	(L +11.50%)	7/24/2019	4,202		4,150		4,284		2.2
Preferred Equity (5,000 units) (9) (12)							506		506		—
					4,202		4,656		4,790		2.2
smarTours, LLC (4)	Tour Operators
Preferred Equity (500,000 units) (9)							439		1,080		0.6

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued

June 30, 2017

(Dollar amounts in thousands)



Portfolio Company(1) Investment Type	Industry	Interest Rate (2)	Spread Above Index (2)	Maturity	Principal Amount		Amortized Cost		Fair Value		Percent of Net Assets
Southern Technical Institute, LLC (4)	Colleges, Universities, and Professional Schools
Subordinated Loan		10.30% cash / 3.0% PIK	(L +12.00%)	12/2/2020	$	3,494	$	3,419	$	3,013	1.6	%
Preferred Equity (1,764,720 units), 15.75% PIK (9)							2,094		1,455		0.8
Warrants (2,174,905 units) (9)				3/30/2026 (11)			46		—		—
					3,494		5,559		4,468		2.4
Stancor, L.P. (4)	Pump and Pumping Equipment Manufacturing
Senior Secured Loan		10.22%	(L +9.00%)	8/19/2019	8,787		8,754		8,706		4.5
Preferred Equity (1,250,000 units), 8% PIK (7) (9)							1,501		875		0.5
					8,787		10,255		9,581		5.0
TravelCLICK, Inc.	Computer Systems Design and Related Services
Senior Secured Loan		8.98%	(L +7.75%)	11/8/2021	7,334		7,298		7,334		3.8

Truck Hero, Inc.	Truck Trailer Manufacturing
Senior Secured Loan		9.41%	(L +8.25%)	4/21/2025	4,941		4,868		4,901		2.6
Senior Secured Loan		5.16%	(L +4.00%)	4/21/2024	1,384		1,370		1,376		0.7
					6,325		6,238		6,277		3.3
United Biologics Holdings, LLC (4)	Medical Laboratories
Senior Secured Loan (10)		12.0% cash / 2.0% PIK	N/A	4/30/2018	4,230		4,182		4,220		2.2
Subordinated Loan (9)		8.0% PIK	N/A	4/30/2019	7		7		6		—
Preferred Equity (151,787 units) (9)							9		20		—
Warrants (29,374 units) (9)				03/05/2022 (11)			82		58		—
					4,237		4,280		4,304		2.2
VanDeMark Chemical Inc.	Other Basic Inorganic Chemical Manufacturing
Senior Secured Loan		6.55%	(L +5.25%)	11/30/2017	2,338		2,331		2,331		1.2

Total Non-control/Non-affiliate Investments					209,231		213,626		200,020		104.0
Affiliate Investments
All Metals Holding, LLC (4)	Metal Service Centers and Other Metal Merchant Wholesalers
Senior Secured Loan		12.0% cash / 1.0% PIK	N/A	12/28/2021	12,932		12,272		12,932		6.7
Common Equity (637,954 units) (9)							565		1,458		0.8
					12,932		12,837		14,390		7.5

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued

June 30, 2017

(Dollar amounts in thousands)



Portfolio Company(1) Investment Type	Industry	Interest Rate (2)	Spread Above Index (2)	Maturity	Principal Amount		Amortized Cost		Fair Value		Percent of Net Assets
Contract Datascan Holdings, Inc. (4)	Office Machinery and Equipment Rental and Leasing
Subordinated Loan		12.00%	N/A	2/5/2021	$	8,000	$	7,983	$	8,000	4.2	%
Preferred Equity (3,061 shares), 10% PIK (9)							4,069		5,427		2.8
Common Equity (11,273 shares) (9)							104		—		—
					8,000		12,156		13,427		7.0
Master Cutlery, LLC (4)	Sporting and Recreational Goods and Supplies Merchant Wholesalers
Subordinated Loan		13.00%	N/A	4/17/2020	4,705		4,689		3,993		2.1
Preferred Equity (3,723 units), 5% cash, 3% PIK (7) (9)							3,483		—		—
Common Equity (15,564 units) (9)							—		—		—
					4,705		8,172		3,993		2.1
NeoSystems Corp. (4)	Other Accounting Services
Subordinated Loan		10.50% cash / 2.25% PIK	N/A	8/13/2019	2,125		2,117		2,064		1.1
Preferred Equity (521,962 convertible shares), 10% PIK (9)							1,323		1,332		0.7
					2,125		3,440		3,396		1.8
Pfanstiehl Holdings, Inc. (4)	Pharmaceutical Preparation Manufacturing
Subordinated Loan		10.50%	N/A	9/29/2021	3,788		3,827		3,788		2.0
Common Equity (400 shares)							217		4,463		2.3
					3,788		4,044		8,251		4.3
Strategic Pharma Solutions, Inc. (4)	Other Professional, Scientific, and Technical Services
Senior Secured Loan		11.43%	(L +10.00%)	12/18/2020	8,411		8,353		8,579		4.5
Preferred Equity (1,191 units), 6% PIK (9)							1,972		5,700		3.0
					8,411		10,325		14,279		7.5
TRS Services, LLC (4)	Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance
Senior Secured Loan		9.97% cash / 0.5% PIK	(L +9.25%)	12/10/2019	9,796		9,630		9,796		5.1
Preferred Equity (329,266 Class AA units), 15% PIK (9)							372		381		0.2
Preferred Equity (3,000,000 Class A units), 11% PIK (9)							3,374		3,069		1.6
Common Equity (3,000,000 units) (9)							572		—		—
					9,796		13,948		13,246		6.9
Total Affiliate Investments					49,757		64,922		70,982		37.1

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued

June 30, 2017

(Dollar amounts in thousands)



Portfolio Company(1) Investment Type	Industry	Interest Rate (2)	Spread Above Index (2)	Maturity	Principal Amount		Amortized Cost		Fair Value		Percent of Net Assets
Control Investments
Malabar International (4)	Other Aircraft Parts and Auxiliary Equipment Manufacturing
Subordinated Loan		11.25% cash / 2.0% PIK	N/A	11/13/2021	$	7,693	$	7,714	$	7,829	4.1	%
Preferred Stock (1,644 shares), 6% cash							4,283		7,476		3.9
					7,693		11,997		15,305		8.0
MTE Holding Corp. (4)	Travel Trailer and Camper Manufacturing
Subordinated Loan (to Mirage Trailers, LLC, a controlled, consolidated subsidiary of MTE Holding Corp.)		12.73% cash / 1.5% PIK	(L +13.00%)	11/25/2020	7,131		7,082		7,083		3.7
Common Equity (554 shares)							3,069		3,518		1.8
					7,131		10,151		10,601		5.5
Total Control Investment					14,824		22,148		25,906		13.5

Total Investments					$	273,812	$	300,696	$	296,908	154.6	%


(1)	Equity ownership may be held in shares or units of companies affiliated with the portfolio company.

(2)

The majority of investments that bear interest at a variable rate are indexed to LIBOR (L), and reset monthly, quarterly, or semi-annually. Approximately 16% of the Company's LIBOR referenced investments are subject to an interest rate floor. For each investment, the Company has provided the spread over the reference rate and current interest rate in effect at June 30, 2017 . Unless otherwise noted, all investments with a stated PIK rate require interest payments with the issuance of additional securities as payment of the entire PIK provision.


(3)	The negative fair value is the result of the unfunded commitment being below par.


(4)	Investments held by OFS SBIC I, LP. All other investments pledged as collateral under the PWB Credit Facility.


(5)	Non-qualifying assets under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of the Company's assets, as defined under Section 55 of the 1940 Act, at the time of acquisition of any additional non-qualifying assets. As of June 30, 2017 , 97.18% of the Company's assets were qualifying assets.


(6)	Investment was on non-accrual status as of June 30, 2017 , meaning the Company has ceased recognizing all or a portion of income on the investment. See Note 2 , Non-accrual loans for further details.


(7)	Recognition of PIK and/or dividend income discontinued as of June 30, 2017 . See Note 2 , Dividend Income for further details.

(8)

The Company has entered into a contractual arrangement with co‑lenders whereby, subject to certain conditions, it has agreed to receive its payment after the repayment of certain co‑lenders pursuant to a payment waterfall. The reported interest rate of 11% at June 30, 2017 , includes additional interest of 1.75% per annum as specified under the contractual arrangement among the Company and the co‑lenders.


(9)	Non-income producing.

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued

June 30, 2017

(Dollar amounts in thousands)

(10)

The interest rate on these investments contains a PIK provision, whereby the issuer has the option to make interest payments in cash or with the issuance of additional securities as payment of the entire PIK provision. The interest rate in the schedule represents the current interest rate in effect for these investments. The following table provides additional details on these PIK investments, including the maximum annual PIK interest rate allowed as of June 30, 2017 :



Portfolio Company	Investment Type	Range of PIK Option	Range of Cash Option	Maximum PIK Rate Allowed
Community Intervention Services, Inc.	Subordinated Loan	0% or 6.00%	13.00% or 7.00%	6.00	%
Jobson Healthcare Information, LLC	Senior Secured Loan	1.5% or 4.80%	10.13% or 13.43%	4.80	%
MTE Holding Corp.	Subordinated Loan	0% or 1.5%	12.73% or 14.23%	1.50	%
United Biologics Holdings, LLC	Senior Secured Loan	0% or 2.00%	14.00% or 12.00%	2.00	%


(11)	Represents expiration date of the warrants.


(12)	Investment held by a wholly-owned subsidiary subject to income tax. See Note 2, Income taxes for further details.

See Notes to Financial Statements.

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments

December 31, 2016

(Dollar amounts in thousands)



Portfolio Company (1) Investment Type	Industry	Interest Rate (2)	Spread Above Index (2)	Maturity	Principal Amount		Amortized Cost			Fair Value		Percent of Net Assets
Non-control/Non-affiliate Investments
Accurate Group Holdings, Inc. (4)	Offices of Real Estate Appraisers
Subordinated Loan		13.00%	N/A	8/23/2018	$	10,000	$	10,032		$	10,000	7.0	%

Armor Holdings II LLC	Other Professional, Scientific, and Technical Services
Senior Secured Loan		10.25%	(L +9.00%)	12/26/2020	3,500		3,469			3,496		2.4

AssuredPartners, Inc	Insurance Agencies and Brokerages
Senior Secured Loan		10.00%	(L +9.00%)	10/20/2023	5,000		4,854			5,013		3.5

Avison Young Canada, Inc.	Offices of Real Estate Agents and Brokers
Senior Secured Loan (4) (5)		9.50%	N/A	12/15/2021	4,000		3,923			3,923		2.7

BCC Software, LLC (4)	Custom Computer Programming Services
Senior Secured Loan		9.00%	(L +8.00%)	6/20/2019	5,143		5,105			5,143		3.6
Senior Secured Loan (Revolver) (10) (3)		N/A	(L +8.00%)	6/20/2019	—		(8		)	—		—
					5,143		5,097			5,143		3.6
Community Intervention Services, Inc. (4)	Outpatient Mental Health and Substance Abuse Centers
Subordinated Loan (6) (11)		7.0% cash / 6.0% PIK	N/A	1/16/2021	8,030		7,639			5,393		3.8

Confie Seguros Holdings II Co.	Insurance Agencies and Brokerages
Senior Secured Loan		10.25%	(L +9.00%)	5/8/2019	4,000		3,976			3,973		2.8

C7 Data Centers, Inc. (4)	Other Computer Related Services
Senior Secured Loan (9)		12.47%	(L +8.50%)	6/22/2020	14,850		14,738			14,883		10.4

Elgin Fasteners Group	Bolt, Nut, Screw, Rivet, and Washer Manufacturing
Senior Secured Loan		8.50%	(L +7.25%)	8/27/2018	4,104		4,090			3,555		2.5

Inhance Technologies Holdings LLC	Other Basic Inorganic Chemical Manufacturing
Senior Secured Loan		5.50%	(L +4.50%)	2/7/2018	2,032		2,027			2,017		1.4

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued

December 31, 2016

(Dollar amounts in thousands)



Portfolio Company (1) Investment Type	Industry	Interest Rate (2)	Spread Above Index (2)	Maturity	Principal Amount		Amortized Cost		Fair Value		Percent of Net Assets
Intrafusion Holding Corp. (4)	Other Outpatient Care Centers
Senior Secured Loan (8)		11.33%	(L +6.75%)	9/25/2020	$	14,250	$	14,207	$	14,393	10.0	%

Jobson Healthcare Information, LLC (4)	Other Professional, Scientific, and Technical Services
Senior Secured Loan (11)		10.13% cash / 4.295% PIK	(L +12.425%)	7/21/2019	14,762		14,423		12,346		8.6
Warrants (1,056,428 member units) (10)				7/21/2019 (12)			454		—		—
					14,762		14,877		12,346		8.6
Maverick Healthcare Equity, LLC (4)	Home Health Equipment Rental
Preferred Equity (1,250,000 units) (10)							900		1,037		0.7
Common Equity (1,250,000 units) (10)							—		—		—
							900		1,037		0.7
MN Acquisition, LLC (4)	Software Publishers
Senior Secured Loan		10.50%	(L + 9.50%)	8/24/2021	4,989		4,896		4,949		3.4

My Alarm Center, LLC (4)	Security Systems Services (except Locksmiths)
Senior Secured Loan		12.00%	(L +11.00%)	7/9/2019	6,250		6,034		6,260		4.4
Preferred Equity (100 Class A units) (10)							203		205		0.1
Preferred Equity (25 Class A-1 units) (10)							44		36		—
					6,250		6,281		6,501		4.5
MYI Acquiror Limited (5)	Insurance Agencies and Brokerages
Senior Secured Loan		5.75%	(L +4.50%)	5/28/2019	4,686		4,680		4,613		3.2

NHR Holdings, LLC	Other Telecommunications
Senior Secured Loan		5.50%	(L +4.25%)	11/30/2018	2,666		2,652		2,630		1.8

NVA Holdings, Inc.	Veterinary Services
Senior Secured Loan		8.00%	(L +7.00%)	8/14/2022	650		650		651		0.5

O2 Holdings, LLC (4)	Fitness and Recreational Sports Centers
Senior Secured Loan		11.77%	(L +11.00%)	9/2/2021	9,500		9,417		9,430		6.6

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued

December 31, 2016

(Dollar amounts in thousands)



Portfolio Company (1) Investment Type	Industry	Interest Rate (2)	Spread Above Index (2)	Maturity	Principal Amount		Amortized Cost		Fair Value		Percent of Net Assets
PM Acquisition LLC	All Other General Merchandise Stores
Senior Secured Loan		11.50%	N/A	10/31/2021	$	6,402	$	6,340	$	6,340	4.4	%
Common equity (499 units) (10)							499		499		0.3
					6,402		6,839		6,839		4.7
Planet Fitness Midwest LLC (4)	Fitness and Recreational Sports Centers
Subordinated Loan		13.00%	N/A	12/16/2021	5,000		4,955		4,980		3.5

Quantum Spatial, Inc. (f/k/a Aero-Metric, Inc.)	Other Information Services
Senior Secured Loan		6.75% cash / 1.0% PIK	(L +6.50%)	8/27/2017	2,440		2,427		2,340		1.6

Ranpak Corp.	Packaging Machinery Manufacturing
Senior Secured Loan		8.25%	(L +7.25%)	10/3/2022	2,000		1,996		1,885		1.3

Security Alarm Financing Enterprises, L.P. (4)	Security Systems Services (except Locksmiths)
Subordinated Loan		14.00%	(L +13.00%)	6/19/2020	12,500		12,382		12,382		8.6

Sentry Centers Holdings, LLC	Other Professional, Scientific, and Technical Services
Senior Secured Loan		12.40%	(L +11.50%)	7/24/2019	4,209		4,145		4,171		2.9

smarTours, LLC (4)	Tour Operators
Preferred Equity (500,000 units) (10)							439		1,019		0.7

Southern Technical Institute, LLC (4)	Colleges, Universities, and Professional Schools
Subordinated Loan		9.0% cash / 4.0% PIK	(L +12.00%)	12/2/2020	3,398		3,330		3,158		2.2
Preferred Equity (1,764,720 units), 15.75% PIK (10)							1,938		1,984		1.4
Warrants (2,174,905 units) (10)				3/30/2026 (12)			46		—		—
					3,398		5,314		5,142		3.6

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued

December 31, 2016

(Dollar amounts in thousands)



Portfolio Company (1) Investment Type	Industry	Interest Rate (2)	Spread Above Index (2)	Maturity	Principal Amount		Amortized Cost		Fair Value		Percent of Net Assets
Stancor, L.P. (4)	Pump and Pumping Equipment Manufacturing
Senior Secured Loan		9.75%	(L +9.00%)	8/19/2019	$	9,450	$	9,407	$	9,181	6.4	%
Preferred Equity (1,250,000 units), 8% PIK (10)							1,501		835		0.6
					9,450		10,908		10,016		7.0
TravelCLICK, Inc.	Computer Systems Design and Related Services
Senior Secured Loan		8.75%	(L +7.75%)	11/8/2021	4,000		3,879		3,946		2.7

United Biologics Holdings, LLC (4)	Medical Laboratories
Senior Secured Loan (11)		12.0% cash / 2.0% PIK	N/A	4/30/2018	4,181		4,106		4,034		2.8
Subordinated Loan (10)		8.0% PIK	N/A	4/30/2019	7		7		6		—
Preferred Equity (151,787 units) (10)							9		20		—
Warrants (29,374 units) (10)				3/5/2022 (12)			82		114		0.1
					4,188		4,204		4,174		2.9
VanDeMark Chemical Inc.	Other Basic Inorganic Chemical Manufacturing
Senior Secured Loan		6.50%	(L +5.25%)	11/30/2017	2,406		2,386		2,379		1.7

Total Non-control/Non-affiliate Investments					174,405		178,279		173,219		120.6
Affiliate Investments
All Metals Holding, LLC (4)	Metal Service Centers and Other Metal Merchant Wholesalers
Senior Secured Loan		12.0% cash / 1.0% PIK	N/A	12/28/2021	12,867		12,135		12,865		8.9
Common Equity (637,954 units) (10)							565		1,277		0.9
					12,867		12,700		14,142		9.8
Contract Datascan Holdings, Inc. (4)	Office Machinery and Equipment Rental and Leasing
Subordinated Loan		12.00%	N/A	2/5/2021	8,000		7,980		7,902		5.5
Preferred Equity (3,061 shares), 10% PIK (10)							3,804		5,421		3.8
Common Equity (11,273 shares) (10)							104		187		0.1
					8,000		11,888		13,510		9.4

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued

December 31, 2016

(Dollar amounts in thousands)



Portfolio Company (1) Investment Type	Industry	Interest Rate (2)	Spread Above Index (2)	Maturity	Principal Amount		Amortized Cost		Fair Value		Percent of Net Assets
Intelli-Mark Technologies, Inc.(4)	Other Travel Arrangement and Reservation Services
Senior Secured Loan (11)		13.00%	N/A	11/23/2020	$	8,750	$	8,682	$	8,841	6.2	%
Common Equity (2,553,089 shares) (10)							1,500		1,998		1.5
					8,750		10,182		10,839		7.7
Master Cutlery, LLC (4)	Sporting and Recreational Goods and Supplies Merchant Wholesalers
Subordinated Loan		13.00%	N/A	4/17/2020	4,741		4,722		4,440		3.1
Preferred Equity (3,723 units), 5% cash, 3% PIK (7) (10)							3,483		954		0.7
Common Equity (15,564 units) (10)							—		—		—
					4,741		8,205		5,394		3.8
NeoSystems Corp. (4)	Other Accounting Services
Subordinated Loan		10.50% cash / 2.75% PIK	N/A	8/13/2019	4,090		4,070		3,656		2.5
Preferred Equity (521,962 convertible shares), 10% PIK (10)							1,258		1,255		0.9
					4,090		5,328		4,911		3.4
Pfanstiehl Holdings, Inc. (4)	Pharmaceutical Preparation Manufacturing
Subordinated Loan (11)		10.50%	N/A	9/29/2021	3,788		3,832		3,810		2.6
Common Equity (400 shares)							217		6,083		4.2
					3,788		4,049		9,893		6.8
Strategic Pharma Solutions, Inc. (4)	Other Professional, Scientific, and Technical Services
Senior Secured Loan		11.32%	(L +10.00%)	12/18/2020	8,411		8,344		8,383		5.8
Preferred Equity (1,191 units), 6% PIK (10)							1,915		3,026		2.1
					8,411		10,259		11,409		7.9
TRS Services, LLC (4)	Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance
Senior Secured Loan		9.75% cash / 1.5% PIK	(L +10.25%)	12/10/2019	9,807		9,607		9,549		6.5
Preferred Equity (329,266 Class AA units), 15% PIK (10)							346		354		0.2
Preferred Equity (3,000,000 Class A units), 11% PIK (10)							3,170		1,707		1.2
Common Equity (3,000,000 units) (10)							572		—		—
					9,807		13,695		11,610		7.9
Total Affiliate Investments					60,454		76,306		81,708		56.7

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued

December 31, 2016

(Dollar amounts in thousands)



Portfolio Company (1) Investment Type	Industry	Interest Rate (2)	Spread Above Index (2)	Maturity	Principal Amount		Amortized Cost		Fair Value		Percent of Net Assets
Control Investments
Malabar International (4)	Other Aircraft Parts and Auxiliary Equipment Manufacturing
Subordinated Loan		11.25% cash / 2.0% PIK	N/A	11/13/2021	$	7,617	$	7,642	$	7,683	5.3	%
Preferred Stock (1,644 shares), 6% cash							4,283		5,868		4.1
					7,617		11,925		13,551		9.4
MTE Holding Corp. (4)	Travel Trailer and Camper Manufacturing
Senior Secured Loan (to Mirage Trailers, LLC, a controlled, consolidated subsidiary of MTE Holding Corp.)		12.50%	(L +11.50%)	11/25/2020	9,804		9,728		9,766		6.8
Common Equity (554 shares)							3,069		3,383		2.4
					9,804		12,797		13,149		9.2
Total Control Investment					17,421		24,722		26,700		18.6

Total Investments					$	252,280	$	279,307	$	281,627	195.9	%


(1)	Equity ownership may be held in shares or units of companies affiliated with the portfolio company.

(2)

The majority of investments that bear interest at a variable rate are indexed to LIBOR (L) or Prime (P), and reset monthly, quarterly, or semi-annually. Substantially all of the Company's LIBOR referenced investments are subject to an interest rate floor. For each investment, the Company has provided the spread over the reference rate and current interest rate in effect at December 31, 2016. Unless otherwise noted, all investments with a stated PIK rate require interest payments with the issuance of additional securities as payment of the entire PIK provision.


(3)	The negative fair value is the result of the unfunded commitment being below par.


(4)	Investments held by OFS SBIC I LP. All other investments pledged as collateral under the PWB Credit Facility.


(5)	Non-qualifying assets under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of the Company's assets, as defined under Section 55 of the 1940 Act, at the time of acquisition of any additional non-qualifying assets. As of December 31, 2016, 98.4% of the Company's assets were qualifying assets.


(6)	Investment was on non-accrual status as of December 31, 2016, meaning the Company has ceased recognizing all or a portion of income on the investment. See Note 2 , Non-accrual loans for further details.


(7)	Recognition of PIK dividend income discontinued as of December 31, 2016. See Note 2 , Dividend Income for further details.

(8)

The Company has entered into a contractual arrangement with co‑lenders whereby, subject to certain conditions, it has agreed to receive its payment after the repayment of certain co‑lenders pursuant to a payment waterfall. The reported interest rate of 11.33% at December 31, 2016, includes additional interest of 2.08% per annum as specified under the contractual arrangement among the Company and the co‑lenders.

(9)

The Company has entered into a contractual arrangement with co‑lenders whereby, subject to certain conditions, it has agreed to receive its payment after the repayment of certain co‑lenders pursuant to a payment waterfall. The reported interest rate of 12.47% at December 31, 2016, includes additional interest of 2.97% per annum as specified under the contractual arrangement among the Company and the co‑lenders.


(10)	Non-income producing.

(11)

OFS Capital Corporation and Subsidiaries

Consolidated Schedule of Investments - Continued

December 31, 2016

(Dollar amounts in thousands)



Portfolio Company	Investment Type	Range of PIK Option	Range of Cash Option	Maximum PIK Rate Allowed
Community Intervention Services, Inc.	Subordinated Loan	0% or 6.00%	13.00% or 7.00%	6.00	%
Intelli-Mark Technologies, Inc.	Senior Secured Loan	0% or 2.00%	13.00% or 11.50%	2.00	%
Jobson Healthcare Information, LLC	Senior Secured Loan	1.50% and 4.295%	10.13% and 12.925%	4.295	%
Pfanstiehl Holdings, Inc.	Subordinated Loan	0% or 2.00%	10.50% or % 8.50%	2.00	%
United Biologics Holdings, LLC	Senior Secured Loan	0% or 2.00%	14.00% or 12.00%	2.00	%


(12)	Represents expiration date of the warrants.

See Notes to Financial Statements.

OFS Capital Corporation and Subsidiaries

Notes to Financial Statements

(Dollar amounts in thousands, except per share data)

Note 1. Organization

OFS Capital Corporation, a Delaware corporation, is an externally managed, closed-end, non-diversified management investment company. The Company has elected to be regulated as a BDC under the 1940 Act. In addition, for income tax purposes, the Company has elected to be treated as a RIC under the Code.

The Company’s objective is to provide stockholders with current income and capital appreciation through its strategic investment focus primarily on debt investments and, to a lesser extent, equity investments primarily in middle-market companies principally in the United States. OFS Advisor manages the day-to-day operations of, and provides investment advisory services to, the Company.

In addition, OFS Advisor also serves as the investment adviser for HPCI, a Maryland corporation and a BDC. HPCI’s investment objective is similar to that of the Company.

The Company may make investments directly or through SBIC I LP, its investment company subsidiary licensed under the SBA SBIC Program. The SBIC Program is designed to stimulate the flow of capital into eligible businesses. SBIC I LP is subject to SBA regulatory requirements, including limitations on the businesses and industries in which it can invest, requirements to invest at least 25% of its regulatory capital in eligible smaller businesses, as defined under the SBIC Act, limitations on the financing terms of investments, capitalization thresholds that may limit distributions to the Company, and is subject to periodic audits and examinations of its financial statements.

In April 2017, the Company issued 3,625,000 shares of its common stock in a follow-on public offering at an offering price of $14.57 per share (the "Offering"), including shares purchased by the underwriters pursuant to their exercise of the over-allotment option. OFS Advisor paid all of the underwriting discounts and commissions and an additional supplemental payment of $0.25 per share, representing the difference between the public offering price of $14.57 per share and the net offering proceeds of $14.82 per share, which also represented the Company's NAV per share at the time of the Offering. All payments made by OFS Advisor in connection with the Offering are not subject to reimbursement by the Company. The Company received net proceeds from this Offering of $53,723.

Note 2 . Basis of Presentation and Significant Accounting Policies

Basis of presentation: The Company prepares its consolidated financial statements in accordance with GAAP, including ASC Topic 946, Financial Services–Investment Companies , the 1940 Act, Articles 6 or 10 of Regulation S-X, and the requirements for reporting on Form 10-Q. In the opinion of management, the consolidated financial statements include all adjustments, consisting only of normal and recurring accruals and adjustments, necessary for fair presentation have been made. Certain amounts in the prior period financial statements have been reclassified to conform to the current year presentation. These consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 . The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full year.

Principles of consolidation: The Company consolidates majority-owned, investment company subsidiaries. The Company does not own any controlled operating company whose business consists of providing services to the Company, which would also require consolidation. All intercompany balances and transactions are eliminated upon consolidation.

Fair value of financial instruments: The Company applies fair value to substantially all of its financial instruments. ASC Topic 820 defines fair value, establishes a framework to measure fair value, and requires disclosures regarding fair value measurements. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is determined through the use of models and other valuation techniques, valuation inputs, and assumptions market participants would use to value the investment. Highest priority is given to prices for identical assets quoted in active markets (Level 1) and the lowest priority is given to unobservable valuation inputs (Level 3). The availability of observable inputs can vary significantly and is affected by many factors, including the type of product, whether the product is new to the market, whether the product is traded on an active exchange or in the secondary market, and the current market conditions. To the extent that the valuation is based on less observable or unobservable inputs, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for financial instruments classified as Level 3 (i.e., those instruments valued using non-observable inputs), which comprise the entirety of the Company’s investments.

Changes to the valuation policy are reviewed by management and the Company’s Board. As the Company’s investments change, markets change, new products develop, and valuation inputs become more or less observable, the Company will continue to refine its valuation methodologies.

OFS Capital Corporation and Subsidiaries

Notes to Financial Statements

(Dollar amounts in thousands, except per share data)

See Note 5 for more detailed disclosures of the Company’s fair value measurements of its financial instruments.

Investment classification: The Company classifies its investments in accordance with the 1940 Act. Under the 1940 Act, “Control Investments” are defined as investments in those companies in which the Company owns more than 25% of the voting securities or has rights to maintain greater than 50% of board representation, “Affiliate Investments” are defined as investments in those companies in which the Company owns between 5% and 25% of the voting securities, and “Non-Control/Non-Affiliate Investments” are those that neither qualify as Control Investments nor Affiliate Investments.

Use of estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

Reportable segments : The Company has a single reportable segment and single operating segment structure.

Cash and cash equivalents : Cash and cash equivalents consist of cash and highly liquid investments not held for resale with original maturities of three months or less. The Company’s cash and cash equivalents are maintained with a member bank of the FDIC and at times, such balances may be in excess of the FDIC insurance limits. Included in cash and cash equivalents was $46,459 and $17,659 held in a US Bank Money Market Deposit Account as of June 30, 2017 , and December 31, 2016 , respectively.

Revenue recognition:

Interest Income: Interest income is recorded on an accrual basis and reported as interest receivable until collected. Interest income is accrued daily based on the outstanding principal amount and the contractual terms of the debt investment. Certain of the Company’s investments contain a payment-in-kind interest income provision (“PIK interest”). The PIK interest, computed at the contractual rate specified in the applicable investment agreement, is added to the principal balance of the investment, rather than being paid in cash, and recorded as interest income, as applicable, on the consolidated statements of operations. The Company discontinues accrual of interest income, including PIK interest, when there is reasonable doubt that the interest income will be collected.

Loan origination fees, original issue discount (“OID”), market discount or premium, and loan amendment fees (collectively, “Net Loan Fees”) are recorded as an adjustment to the amortized cost of the investment, and accreted or amortized as an adjustment to interest income over the life of the respective debt investment using a method that approximates the effective interest method. When the Company receives a loan principal payment, the unamortized Net Loan Fees related to the paid principal is accelerated and recognized in interest income.

Further, the Company may acquire or receive equity, warrants or other equity-related securities (“Equity”) in connection with the Company’s acquisition of, or subsequent amendment to, debt investments. The Company determines the cost basis of Equity based on their fair value, and the fair value of debt investments and other securities or consideration received. Any resulting difference between the face amount of the debt and its recorded cost resulting from the assignment of value to the Equity is treated as OID, and accreted into interest income as described above.

Dividend Income : Dividend income on common stock, generally payable in cash, is recorded at the time dividends are declared. Dividend income on preferred equity securities is accrued as earned. Dividends on preferred equity securities may be payable in cash or in additional preferred securities, and are generally not payable unless declared or upon liquidation. Declared dividends payable in cash are reported as dividend receivables until collected. Dividends payable in additional preferred securities or contractually earned but not declared (“PIK dividends”) are recorded as an adjustment to the cost basis of the investment. The Company discontinues accrual of PIK dividends on preferred equity securities when there is reasonable doubt that the dividend income will be collected. At June 30, 2017 , the Company had two preferred equity securities (Master Cutlery, LLC and Stancor, L.P.), with an aggregate amortized cost and fair value of $4,984 and $875 , respectively, for which the Company discontinued the PIK dividend accrual. In addition, at June 30, 2017, the Company discontinued recognition of the cash preferred dividend from its investment in Master Cutlery, LLC. At December 31, 2016 , the Company had one preferred equity security (Master Cutlery, LLC) with an amortized cost and fair value of $3,483, and $954, respectively, for which the Company discontinued the PIK dividend accrual.

Fee Income: The Company generates revenue in the form of management, valuation, and other contractual fees, that is recognized as the related services are rendered. In the general course of its business, the Company receives certain fees from portfolio companies which are non-recurring in nature. Such non-recurring fees include prepayment fees on certain loans repaid prior to their scheduled due date, which are recognized as earned when received, and fees for capital structuring services from certain portfolio companies, which are recognized as earned upon closing of the investment.

OFS Capital Corporation and Subsidiaries

Notes to Financial Statements

(Dollar amounts in thousands, except per share data)

Net Realized and Unrealized Gain or Loss on Investments: Investment transactions are reported on a trade-date basis. Unsettled trades as of the balance sheet date are included in payable for investments purchased on the consolidated balance sheets. Realized gains or losses on investments are measured by the difference between the net proceeds from the disposition and the amortized cost basis of the investment. Investments are valued at fair value as determined in good faith by Company management under the supervision and review of the Board. After recording all appropriate interest, dividend, and other income, some of which is recorded as an adjustment to the cost basis of the investment as described above, the Company reports changes in the fair value of investments as net changes in unrealized appreciation/depreciation on investments in the consolidated statements of operations.

Non-accrual loans : When there is reasonable doubt that principal, cash interest, PIK interest, or dividends will be collected, loans or preferred equity investments are placed on non-accrual status and the Company will generally cease recognizing cash interest, PIK interest, Net Loan Fee amortization, or dividend income, as applicable. When an investment is placed on non-accrual status, all interest and dividends previously accrued but not collected , other than PIK interest or dividends that has been contractually added to the adjusted cost basis of the investment prior to the designation date, is reversed against current period interest and dividend income. Interest and dividend payments subsequently received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Interest or dividend accruals and Net Loan Fee amortization are resumed on non-accrual investments only when they are brought current with respect to principal, interest or dividends and when, in the judgment of management, the investments are estimated to be fully collectible as to all principal, interest or dividends. At June 30, 2017 , the Company had two loans (Community Intervention Services, Inc. and My Alarm Center, LLC) on non-accrual status with respect to all interest and Net Loan Fee amortization, with an aggregate amortized cost and fair value of $14,340 and $5,030 , respectively. In July 2017, the My Alarm Center, LLC loan was restructured and converted into preferred equity securities. At December 31, 2016 , the Company had one loan (Community Intervention Services, Inc.) on non-accrual status with respect to PIK interest and Net Loan Fees with an amortized cost and fair value of $7,639 and $5,393, respectively.

Income taxes: The Company has elected to be treated, and intends to qualify annually, as a RIC under Subchapter M of the Code. To qualify as a RIC, the Company must, among other things, meet certain source of income and asset diversification requirements, and timely distribute at least 90% of its ICTI to its stockholders. The Company has made, and intends to continue to make, the requisite distributions to its stockholders, which generally relieves the Company from U.S. federal income taxes.

Depending on the level of ICTI earned in a tax year, the Company may choose to retain ICTI in an amount less than that which would trigger federal income tax liability under Subchapter M of the Code. However, the Company would be liable for a 4% excise tax on such income. Excise tax liability is recognized when the Company determines its estimated current year annual ICTI exceeds estimated current year distributions.

The Company may utilize wholly-owned holding companies taxed under Subchapter C of the Code when making equity investments in portfolio companies taxed as pass-through entities to meet its source-of-income requirements as a RIC. These “tax blocker” entities are consolidated in the Company’s GAAP financial statements and may result in federal income tax expense with respect to income derived from those investments. Such income, net of applicable federal income tax, is not included in the Company’s tax-basis net investment income until distributed by the holding company, which may result in temporary differences and character differences between the Company’s GAAP and tax-basis net investment income and realized gains and losses. Federal income tax expense from such holding-company subsidiaries is included in general and administrative expenses in the consolidated statements of operations.

The Company evaluates tax positions taken in the course of preparing its tax returns to determine whether they are “more-likely-than-not” to be sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold could result in greater and undistributed ICTI, income and excise tax expense, and, if involving multiple years, a re-assessment of the Company’s RIC status. GAAP requires recognition of accrued interest and penalties related to uncertain tax benefits as income tax expense. There were no uncertain income tax positions at June 30, 2017 or December 31, 2016 . The current and prior three tax years remain subject to examination by U.S. federal and most state tax authorities.

Distributions: Distributions to common stockholders are recorded on the declaration date. The timing of distributions as well as the amount to be paid out as a distribution is determined by the Board each quarter. Distributions from net investment income and net realized gains are determined in accordance with the Code. Net realized capital gains, if any, are distributed at least annually, although the Company may decide to retain such capital gains for investment. Distributions paid in excess of taxable net investment income and net realized gains are considered returns of capital to stockholders.

The Company has adopted a DRIP that provides for reinvestment of any distributions the Company declares in cash on behalf of its stockholders, unless a stockholder elects to receive cash. As a result, if the Board authorizes and the Company declares a

OFS Capital Corporation and Subsidiaries

Notes to Financial Statements

(Dollar amounts in thousands, except per share data)

cash distribution, then stockholders who have not “opted out” of the DRIP will have their cash distribution automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution.

The Company may use newly issued shares under the guidelines of the DRIP, or the Company may purchase shares in the open market in connection with its obligations under the plan.

Deferred debt issuance costs : Deferred debt issuance costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. Deferred debt issuance costs are presented as a direct reduction of the related debt liability on the consolidated balance sheets except for deferred debt issuance costs associated with the Company’s line of credit arrangements, which are included in prepaid expenses and other assets on the consolidated balance sheets. Deferred debt issuance costs are amortized to interest expense over the term of the related debt.

Goodwill: On December 4, 2013, in connection with the SBIC Acquisitions, the Company recorded goodwill of $1,077, which is included in prepaid expenses and other assets on the consolidated balance sheets. Goodwill is not subject to amortization. Goodwill is evaluated for impairment annually or more frequently if events occur or circumstances change that indicate goodwill may be impaired. There have been no goodwill impairments since the date of the SBIC Acquisitions.

Intangible asset: On December 4, 2013, in connection with the SBIC Acquisitions, the Company recorded an intangible asset of $2,500 attributable to the SBIC license. The Company amortizes this intangible asset on a straight-line basis over its estimated useful life of 13 years. The Company expects to incur annual amortization expense of $195 in each of the years ending December 31, 2025 and $145 in 2026.

The Company tests its intangible asset for impairment if events or circumstances suggest that the asset carrying value may not be fully recoverable. The intangible asset, net of accumulated amortization of $698 and $600 at June 30, 2017 and December 31, 2016 , respectively, is included in prepaid expenses and other assets.

Interest expense : Interest expense is recognized on an accrual basis.

Concentration of credit risk : Aside from its debt instruments, financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at financial institutions. At various times during the year, the Company may exceed the federally insured limits. To mitigate this risk, the Company places cash deposits only with high credit quality institutions. Management believes the risk of loss is minimal.

New Accounting Standards: The following table discusses ASUs issued by the FASB adopted or yet to be adopted by the Company during 2017:

OFS Capital Corporation and Subsidiaries

Notes to Financial Statements

(Dollar amounts in thousands, except per share data)



Standard	Description	Effect of Adoption on the the financial statements
Standards that are not yet adopted
ASU 2014-09, Revenue from Contracts with Customers	Supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of the standard is to recognize revenues to depict the transfer of promised goods or services to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The standard defines a five step process to achieve this core principle. The standard must be adopting using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures)	In August 2015, the FASB issued ASU 2015-14, which defers the effective date of ASU 2014-09, such that the guidance is effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is not permitted. The Company has completed its initial evaluation phase and has determined the impact of its pending adoption of ASU 2014-09 is not expected to have a material effect on the Company's consolidated financial statements.
ASU 2016-01, Financial Instruments – Overall	Modifies how entities measure equity investments and present changes in the fair value of financial liabilities. Entities will have to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value, and recognize any changes in fair value in net income unless the investments qualify for the new practicality exception. A practicality exception will apply to those equity investments that do not have a readily determinable fair value and do not qualify for the practical expedient to estimate fair value under ASC 820 - Fair Value Measurement, and as such these investments may be measured at cost	Annual reporting periods beginning after December 15, 2017, including interim periods within those fiscal years. The Company is required to record its investments at fair value with changes in fair value recognized in net income in accordance with ASC Topic 946, Financial Services—Investment Companies . Therefore, the adoption of ASU 2016-01 is not expected to have a material effect on the Company’s consolidated financial statements
ASU 2016-15, Statement of Cash Flows	Addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows	Annual reporting periods beginning after December 15, 2017, including interim periods within those fiscal years and early adoption is permitted. The Company is currently evaluating the impact of this ASU will have on the Company's consolidated financial position and disclosures.
ASU 2016-19, Technical Corrections and Improvements	Makes minor corrections and clarifications that affect a wide variety of topics in the Accounting Standards Codification, including an amendment to ASC Topic 820, Fair Value Measurement, which clarifies the difference between a valuation approach and a valuation technique when applying the guidance of that Topic. The amendment also requires an entity to disclose when there has been a change in either or both a valuation approach and/or a valuation technique. The transition guidance for the ASC Topic 820 amendment must be applied prospectively because it could potentially involve the use of hindsight that includes fair value measurements	Annual reporting periods beginning after December 15, 2017, including interim periods within those years. Early application is permitted for any fiscal year or interim period for which the entity’s financial statements have not yet been issued. The Company is currently evaluating the impact this ASU will have on the Company’s consolidated financial position or disclosures
ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers	Amends certain narrow aspects of ASU 2014-09, including loan guarantee fees, impairment testing of contract costs, provisions for losses on construction-type and production type contracts, advertising costs, scope exception clarifications, and various disclosures	The effective date and transition requirements are the same as the effective date and transition requirements for ASU 2014-09 and is not expected to have a material effect on the Company's consolidated financial statements.

OFS Capital Corporation and Subsidiaries

Notes to Financial Statements

(Dollar amounts in thousands, except per share data)



Standard	Description	Effect of Adoption on the the financial statements
Standards that are not yet adopted
ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment	Removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill	Annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early application is permitted. The adoption of ASU 2017-04 is not expected to have a material effect on the Company's consolidated financial statements.
ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 620-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets	Defines "insubstance nonfinancial asset", unifies guidance related to partial sales of nonfinancial assets, eliminates rules specifically addressing sales of real estate, removes exceptions to the financial asset derecognition model, and clarifies the accounting for contributios of nonfinancial assets to joint ventures	The effective date and transition requirements are the same as the effective date and transition requirements for ASU 2014-09 and is not expected to have a material effect on the Company's consolidated financial statements.
ASU 2017-08, Premium Amortization on Purchased Callable Debt Securities	Shortens the amortization period for certain purchased callable debt securities held at a premium to the earliest call date. Securities held at a discount are to continue to be amortized to maturity	Annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the ASU in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. Additionally, in the period of adoption, an entity should provide disclosures about a change in accounting principle. The adoption of ASU 2017-08 is not expected to have a material effect on the Company's consolidated financial statements.

Note 3 . Related Party Transactions

Investment Advisory and Management Agreement: OFS Advisor manages the day-to-day operations of, and provides investment advisory services to, the Company pursuant to an Investment Advisory Agreement. The Investment Advisory Agreement was most recently re-approved on April 7, 2017. Under the terms of the Investment Advisory Agreement, which are in accordance with the 1940 Act and subject to the overall supervision of the Company’s Board, OFS Advisor is responsible for sourcing potential investments, conducting research and diligence on potential investments and equity sponsors, analyzing investment opportunities, structuring investments, and monitoring investments and portfolio companies on an ongoing basis. OFS Advisor is a subsidiary of OFSAM and a registered investment advisor under the Investment Advisers Act of 1940, as amended.

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 BDCs affiliated with OFS Advisor, so long as its services to us are not impaired. OFS Advisor also serves as the investment adviser to CLO funds and other assets, including HPCI, a non-traded BDC with an investment strategy similar to the Company.

OFS Advisor receives fees for providing services, consisting of two components: a base management fee and an incentive fee. The base management fee is calculated at an annual rate of 1.75% and based on the average value of the Company’s total assets (other than cash and cash equivalents but including assets purchased with borrowed amounts and including assets owned by any consolidated entity) at the end of the two most recently completed calendar quarters, adjusted for any share issuances or repurchases during the quarter. OFS Advisor has elected to exclude the value of the intangible asset and goodwill resulting from the SBIC Acquisitions from the base management fee calculation.

OFS Capital Corporation and Subsidiaries

Notes to Financial Statements

(Dollar amounts in thousands, except per share data)

The base management fee is payable quarterly in arrears and was $ 1,224 and $2,416 for the three and six months ended June 30, 2017 , respectively and $ 1,089 and $ 2,204 , for the three and six months ended June 30, 2016 .

The incentive fee has two parts. The first part ("Part One") is calculated and payable quarterly in arrears based on the Company’s pre-incentive fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees such as commitment, origination and sourcing, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement (as defined below) and any interest expense and dividends paid on any outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest or dividend feature (such as OID, debt instruments with PIK interest, equity investments with accruing or PIK dividend and zero coupon securities), accrued income that the Company has not yet received in cash.

Pre-incentive fee net investment income is expressed as a rate of return on the value of the Company’s net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the end of the immediately preceding calendar quarter and adjusted for any share issuances or repurchases during such quarter. Accordingly, as a result of the Offering, the Part One incentive fee was reduced by $(593) for the three months ended June 30, 2017, determined by adjusting the value of net assets, as defined above, at March 31, 2017 by the daily weighted average of the Offering proceeds available to the Company during the three months ended June 30, 2017.

The incentive fee with respect to pre-incentive fee net income is 20.0% of the amount, if any, by which the pre-incentive fee net investment income for the immediately preceding calendar quarter exceeds a 2.0% (which is 8.0% annualized) hurdle rate and a “catch-up” provision measured as of the end of each calendar quarter. Under this provision, in any calendar quarter, OFS Advisor receives no incentive fee until the net investment income equals the hurdle rate of 2.0%, but then receives, as a “catch-up,” 100.0% of the pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 2.5%. The effect of this provision is that, if pre-incentive fee net investment income exceeds 2.5% in any calendar quarter, OFS Advisor will receive 20.0% of the pre-incentive fee net investment income.

Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Because of the structure of the incentive fee, it is possible that the Company may pay an incentive fee in a quarter in which the Company incurs a loss. For example, if the Company receives pre-incentive fee net investment income in excess of the quarterly minimum hurdle rate, the Company will pay the applicable incentive fee even if the Company has incurred a loss in that quarter due to realized and unrealized capital losses. The Company’s net investment income used to calculate this part of the incentive fee is also included in the amount of the Company’s gross assets used to calculate the base management fee. These calculations are appropriately prorated for any period of less than three months.

The second part ("Part Two") of the incentive fee (the “Capital Gain Fee”) is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), commencing on December 31, 2012, and equals 20.0% of the Company’s aggregate realized capital gains, if any, on a cumulative basis from the date of the election to be a BDC through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation through the end of such year, less all previous amounts paid in respect of the Capital Gain Fee; provided that the incentive fee determined as of December 31, 2012, was calculated for a period of shorter than twelve calendar months to take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation for the period beginning on the date of the Company’s election to be a BDC and ending December 31, 2012.

The Company accrues the Capital Gain Fee if, on a cumulative basis, the sum of net realized capital gains and (losses) plus net unrealized appreciation and (depreciation) is positive. If, on a cumulative basis, the sum of net realized capital gains (losses) plus net unrealized appreciation (depreciation) decreases during a period, the Company will reverse any excess Capital Gain Fee previously accrued such that the amount of Capital Gains Fee accrued is no more than 20% of the sum of net realized capital gains (losses) plus net unrealized appreciation (depreciation). OFS Advisor has excluded from the Capital Gain Fee calculation any realized gain with respect to (1) the SBIC Acquisitions, and (2) the WM Asset Sale.

The Company incurred incentive fee expense of $(22) and $1,159 for the three and six months ended June 30, 2017 , respectively. Incentive fees for the three and six months ended June 30, 2017 , included Part One incentive fees (based on net investment income) of $261 and $1,159 , respectively, which includes a share issue adjustment of $(593) related to the Company's Offering, and Part Two incentive fees (based upon net realized and unrealized gains and losses, or capital gains) of $(283) and $-0-, respectively. The Company incurred incentive fee expense of $857 and $1,590 for the three and six months ended June 30, 2016 , respectively, which consisted of Part One incentive fees (based on net investment income) of $857 and

OFS Capital Corporation and Subsidiaries

Notes to Financial Statements

(Dollar amounts in thousands, except per share data)

$1,729, respectively. Part two incentive fees (based upon net realized and unrealized gains and losses, or capital gains) were $-0- and $(139).

License Agreement: The Company entered into a license agreement with OFSAM under which OFSAM has agreed to grant the Company a non-exclusive, royalty-free license to use the name “OFS.”

Administration Agreement: OFS Services, a wholly-owned subsidiary of OFSAM, furnishes the Company with office facilities and equipment, necessary software licenses and subscriptions, and clerical, bookkeeping and record keeping services at such facilities pursuant to an Administration Agreement. Under the Administration Agreement, OFS Services performs, or oversees the performance of, the Company’s required administrative services, which include being responsible for the financial records that the Company is required to maintain and preparing reports to its stockholders and all other reports and materials required to be filed with the SEC or any other regulatory authority. In addition, OFS Services assists the Company in determining and publishing its net asset value, oversees the preparation and filing of its tax returns and the printing and dissemination of reports to its stockholders, and generally oversees the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. Under the Administration Agreement, OFS Services also provides managerial assistance on the Company’s behalf to those portfolio companies that have accepted the Company’s offer to provide such assistance. Payment under the Administration Agreement is equal to an amount based upon the Company’s allocable portion of OFS Services’s overhead in performing its obligations under the Administration Agreement, including, but not limited to, rent, information technology services and the Company’s allocable portion of the cost of its officers, including its chief executive officer, chief financial officer, chief compliance officer, chief accounting officer, and their respective staffs.

Administration fee expense was $307 and $708 for the three and six months ended June 30, 2017 , respectively. For the three and six months ended June 30, 2016 , administration fee expense was $326 and $754 , respectively.

Note 4 . Investments

As of June 30, 2017 , the Company had loans to 40 portfolio companies, of which 78% were senior secured loans and 22% were subordinated loans, at fair value, as well as equity investments in 17 of these portfolio companies. The Company also held an equity investment in two portfolio companies in which it did not hold a debt investment. At June 30, 2017 , investments consisted of the following:



	Amortized Cost		Fair Value
Senior secured debt investments	$	208,376	$	202,764
Subordinated debt investments	61,840		56,320
Preferred equity	24,872		27,979
Common equity and warrants	5,608		9,845
Total	300,696		296,908

At June 30, 2017 , all but one (domiciled in Canada) of the Company’s investments, with an amortized cost and fair value of $3,931 and $4,029 , respectively, were domiciled in the United States. Geographic composition is determined by the location of the corporate headquarters of the portfolio company. The industry compositions of the Company’s portfolio were as follows:



	Amortized Cost				Fair Value
Administrative and Support and Waste Management and Remediation Services
Security Systems Services (except Locksmiths)	$	19,352	6.4	%	$	13,975	4.7	%
Tour Operators	439		0.1		1,080		0.4
Arts, Entertainment, and Recreation
Fitness and Recreational Sports Centers	14,884		4.9		14,903		5.0
Construction
Electrical Contractors and Other Wiring Installation Contractors	18,638		6.2		18,638		6.3
Education Services
Colleges, Universities, and Professional Schools	5,559		1.8		4,468		1.5
Finance and Insurance
Insurance Agencies and Brokerages	17,360		5.8		17,538		5.9
Offices of Real Estate Agents and Brokers	3,931		1.3		4,029		1.4

OFS Capital Corporation and Subsidiaries

Notes to Financial Statements

(Dollar amounts in thousands, except per share data)



	Amortized Cost				Fair Value
Health Care and Social Assistance
Medical Laboratories	4,280		1.4		4,304		1.4
Other Outpatient Care Centers	14,213		4.7		14,250		4.8
Outpatient Mental Health and Substance Abuse Centers	7,639		2.5		3,285		1.1
Information
Other Information Services	2,417		0.8		2,412		0.8
Software Publishers	4,038		1.3		4,060		1.4
Manufacturing
Bolt, Nut, Screw, Rivet, and Washer Manufacturing	3,986		1.3		3,650		1.2
Commercial Printing (except Screen and Books)	6,659		2.2		6,661		2.2
Other Aircraft Parts and Auxiliary Equipment Manufacturing	11,997		4.0		15,305		5.2
Other Basic Inorganic Chemical Manufacturing	4,290		1.4		4,296		1.4
Packaging Machinery Manufacturing	1,666		0.6		1,661		0.6
Pharmaceutical Preparation Manufacturing	4,044		1.3		8,251		2.8
Pump and Pumping Equipment Manufacturing	10,255		3.4		9,581		3.2
Travel Trailer and Camper Manufacturing	10,151		3.5		10,601		3.6
Truck Trailer Manufacturing	6,238		2.1		6,277		2.1
Other Services (except Public Administration)
Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance	13,948		4.7		13,246		4.5
Professional, Scientific, and Technical Services
Computer Systems Design and Related Services	7,298		2.4		7,334		2.5
Custom Computer Programming Services	6,782		2.3		6,822		2.3
Other Accounting Services	3,440		1.1		3,396		1.1
Other Professional, Scientific, and Technical Services	33,688		11.3		35,457		11.9
Veterinary Services	743		0.2		750		0.3
Public Administration
Other Justice, Public Order, and Safety Activities	14,730		5.0		14,825		5.0
Real Estate and Rental and Leasing
Home Health Equipment Rental	900		0.3		358		0.1
Office Machinery and Equipment Rental and Leasing	12,156		4.0		13,427		4.5
Retail Trade
Warehouse Clubs and Supercenters	7,267		2.4		7,157		2.4
All Other General Merchandise Stores	6,699		2.2		6,528		2.2
Wholesale Trade
Metal Service Centers and Other Metal Merchant Wholesalers	12,837		4.4		14,390		4.9
Sporting and Recreational Goods and Supplies Merchant Wholesalers	8,172		2.7		3,993		1.3
	$	300,696	100.0	%	$	296,908	100.0	%

OFS Capital Corporation and Subsidiaries

Notes to Financial Statements

(Dollar amounts in thousands, except per share data)

As of December 31, 2016 , the Company had loans to 39 portfolio companies, of which 74% were senior secured loans and 26% were subordinated loans, at fair value, as well as equity investments in 17 of these portfolio companies. The Company also held an equity investment in two portfolio companies in which it did not hold a debt interest.

At December 31, 2016 , investments consisted of the following:



	Amortized Cost		Fair Value
Senior secured debt investments	$	182,315	$	180,955
Subordinated debt investments	66,591		63,410
Preferred equity	23,293		23,721
Common equity and warrants	7,108		13,541
Total	$	279,307	$	281,627

At December 31, 2016 , all but one (domiciled in Canada) of the Company’s investments, with an amortized cost and fair value of $3,923 and $3,923, respectively, were domiciled in the United States. Geographic composition is determined by the location of the corporate headquarters of the portfolio company. The industry compositions of the Company’s portfolio were as follows:



	Amortized Cost				Fair Value
Administrative and Support and Waste Management and Remediation Services
Other Travel Arrangement and Reservation Services	$	10,182	3.6	%	$	10,839	3.8	%
Security Systems Services (except Locksmiths)	18,663		6.7		18,883		6.7
Tour Operators	439		0.2		1,019		0.4
Arts, Entertainment, and Recreation
Fitness and Recreational Sports Centers	14,372		5.1		14,410		5.1
Education Services
Colleges, Universities, and Professional Schools	5,314		1.9		5,142		1.8
Finance and Insurance
Insurance Agencies and Brokerages	13,510		4.8		13,599		4.8
Health Care and Social Assistance
Medical Laboratories	4,204		1.5		4,174		1.5
Other Outpatient Care Centers	14,207		5.2		14,393		5.1
Outpatient Mental Health and Substance Abuse Centers	7,639		2.7		5,393		1.9
Information
Other Information Services	2,427		0.9		2,340		0.8
Other Telecommunications	2,652		0.9		2,630		0.9
Software Publishers	4,896		1.8		4,949		1.8
Manufacturing
Bolt, Nut, Screw, Rivet, and Washer Manufacturing	4,090		1.5		3,555		1.3
Other Aircraft Parts and Auxiliary Equipment Manufacturing	11,925		4.3		13,551		4.8
Other Basic Inorganic Chemical Manufacturing	4,413		1.6		4,396		1.6
Packaging Machinery Manufacturing	1,996		0.7		1,885		0.7
Pharmaceutical Preparation Manufacturing	4,049		1.4		9,893		3.5
Pump and Pumping Equipment Manufacturing	10,908		3.9		10,016		3.6
Travel Trailer and Camper Manufacturing	12,797		4.6		13,149		4.7
Other Services (except Public Administration)
Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance	13,695		4.9		11,610		4.1
Professional, Scientific, and Technical Services
Computer Systems Design and Related Services	3,879		1.4		3,946		1.4
Custom Computer Programming Services	5,097		1.8		5,143		1.8
Other Accounting Services	5,328		1.9		4,911		1.7
Other Computer Related Services	14,738		5.3		14,883		5.3

OFS Capital Corporation and Subsidiaries

Notes to Financial Statements

(Dollar amounts in thousands, except per share data)



	Amortized Cost				Fair Value
Other Professional, Scientific, and Technical Services	32,750		11.7		31,422		11.2
Veterinary Services	650		0.2		651		0.2
Real Estate and Rental and Leasing
Home Health Equipment Rental	900		0.3		1,037		0.4
Office Machinery and Equipment Rental and Leasing	11,888		4.3		13,510		4.8
Offices of Real Estate Agents and Brokers	3,923		1.4		3,923		1.4
Offices of Real Estate Appraisers	10,032		3.6		10,000		3.6
Retail Trade
All Other General Merchandise Stores	6,839		2.4		6,839		2.4
Wholesale Trade
Metal Service Centers and Other Metal Merchant Wholesalers	12,700		4.5		14,142		5.0
Sporting and Recreational Goods and Supplies Merchant Wholesalers	8,205		3.0		5,394		1.9
	$	279,307	100.0	%	$	281,627	100.0	%

Unconsolidated Significant Subsidiaries: In accordance with Regulation S-X and GAAP, the Company is not permitted to consolidate any subsidiary or other entity that is not an investment company, including those in which the Company has a controlling interest unless the business of the controlled operating company consists of providing services to the Company. In accordance with Regulation S-X Rules 3-09 and 4-08(g), the Company evaluates its unconsolidated controlled portfolio companies as significant subsidiaries under the respective rules. As of June 30, 2017, each of MTE Holding Corp. and Malabar International was considered a significant unconsolidated subsidiary under Regulation S-X Rule 4-08(g). The following tables show summarized financial information for the Company's significant subsidiaries.

MTE Holding Corp.

The Company's voting ownership in MTE Holding Corp is limited to 50% through a substantive participating voting rights agreement with an unaffiliated investor. Based on the requirements under Regulation S-X Rule 4-08(g), the summarized consolidated financial information of MTE Holding Corp. and Subsidiaries is presented below:



Balance Sheet:	June 30, 2017		December 31, 2016
Current assets	$	6,776	$	5,535
Noncurrent assets	25,294		24,681
Total Assets	$	32,070	$	30,216
Current liabilities	$	2,873	$	2,401
Noncurrent liabilities	17,350		16,889
Total liabilities	20,223		19,290
Non-controlling interest	5,289		4,878
Total equity	6,558		6,048



	Three Months Ended June 30,				Six Months Ended June 30,
Summary of Operations:	2017		2016		2017	2016
Net Sales	$	8,923	$	7,747	15,862	$	14,018
Gross Profit	2,943		2,511		5,209	4,593
Net income	842		827		1,452	1,336
Net income attributable to MTE Holding Corp.	466		458		804	740

OFS Capital Corporation and Subsidiaries

Notes to Financial Statements

(Dollar amounts in thousands, except per share data)

Malabar International

Based on the requirements under Regulation S-X Rule 4-08(g), the summarized consolidated financial information of Malabar International is presented below:



Balance Sheet:	June 30, 2017		December 31, 2016
Current assets	$	12,486	$	13,246
Noncurrent assets	16,493		19,517
Total Assets	$	28,979	$	32,763
Current liabilities	$	3,540	$	4,827
Noncurrent liabilities	22,961		24,417
Total liabilities	26,501		29,244
Total equity	2,478		3,519



Summary of Operations ⁽¹⁾ :	Three Months Ended June 30, 2017		Six Months Ended June 30, 2017
Net Sales	$	6,451	$	14,503
Gross Profit	2,550		5,470
Income from continuing operations	271		546
Net income (loss)	271		(811		)

(1) Comparable summarized financial information for the three and six months ended June 30, 2016 is not available.

Note 5 . Fair Value of Financial Instruments

The Company’s investments are valued at fair value as determined in good faith by Company management under the supervision, and review and approval of the Board. These fair values are determined in accordance with a documented valuation policy and a consistently applied valuation process that includes a review of each investment by an independent valuation firm at least once every 12 months.

Each quarter the Company assesses whether sufficient market quotations are available or whether a sufficient number of indicative prices from pricing services or brokers or dealers have been received. Investments for which sufficient market quotations are available are valued at such market quotations. Otherwise, the Company undertakes, on a quarterly basis, a multi-step valuation process as described below:


•	For each debt investment, a basic credit risk rating review process is completed. The risk rating on every credit facility is reviewed and either reaffirmed or revised by OFS Advisor’s investment committee.


•	Each portfolio company or investment is valued by OFS Advisor.


•	The preliminary valuations are documented and are then submitted to OFS Advisor’s investment committee for ratification.

•

Third-party valuation firm(s) provide valuation services as requested, by reviewing the investment committee’s preliminary valuations. OFS Advisor’s investment committee’s preliminary fair value conclusions on each of the Company’s assets for which sufficient market quotations are not readily available is reviewed and assessed by a third-party valuation firm at least once in every 12-month period, and more often as determined by the audit committee of the Company’s Board or required by the Company’s valuation policy. Such valuation assessment may be in the form of positive assurance, range of values or other valuation method based on the discretion of the Company’s Board.


•	The audit committee of the Board reviews the preliminary valuations of OFS Advisor’s investment committee and independent valuation firms and, if appropriate, recommends the approval of the valuations by the Board.

OFS Capital Corporation and Subsidiaries

Notes to Financial Statements

(Dollar amounts in thousands, except per share data)


•	The Company’s Board discusses valuations and determines the fair value of each investment in the portfolio in good faith based on the input of OFS Advisor, the audit committee and, where appropriate, the respective independent valuation firm.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair values are determined with models or other valuation techniques, valuation inputs, and assumptions market participants would use in pricing an asset or liability. Valuation inputs are organized in a hierarchy that gives the highest priority to prices for identical assets or liabilities quoted in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of inputs in the fair value hierarchy are described below:

Level 1 : Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

Level 2 : Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified term, a Level 2 input must be observable for substantially the full term of the asset or liability. Level 2 inputs include: (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in markets that are not active, (iii) inputs other than quoted prices that are observable for the asset or liability, and (iv) inputs that are derived principally from or corroborated by observable market data.

Level 3 : Unobservable inputs for the asset or liability, and situations where there is little, if any, market activity for the asset or liability at the measurement date.

The inputs into the determination of fair value are based upon the best information under the circumstances and may require significant management judgment or estimation. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.

The Company assesses the levels of the investments at each measurement date, and transfers between levels are recognized on the measurement date. All of the Company’s investments, which are measured at fair value, were categorized as Level 3 based upon the lowest level of significant input to the valuations.There were no transfers among Level 1, 2 and 3 for the three and six months ended June 30, 2017 and 2016 .

Consistent with the policies and methodologies adopted by the Board, the Company performs detailed valuations of its debt and equity investments, including an analysis on the Company’s unfunded loan commitments, using both the market and income approaches as appropriate. There is no one methodology to estimate enterprise value and, in fact, for any one portfolio company, enterprise value is generally best expressed as a range of values. The Company may also engage one or more independent valuation firms(s) to conduct independent appraisals of its investments to develop the range of values, from which the Company derives a single estimate of value. Under the income approach, the Company typically prepares and analyzes discounted cash flow models to estimate the present value of future cash flows of either an individual debt investment or of the underlying portfolio company itself.

The primary method used to estimate the fair value of the Company's debt investments is the discounted cash flow method. However, if there is deterioration in credit quality or a debt investment is in workout status, the Company may consider other methods in determining the fair value, including the value attributable to the debt investment from the enterprise value of the portfolio company or the proceeds that would be received in a liquidation analysis. The discounted cash flow approach to determine fair value (or a range of fair values) involves applying an appropriate discount rate(s) to the estimated future cash flows using various relevant factors depending on investment type, including the latest arm’s length or market transactions involving the subject security, a benchmark credit spread or other indication of market yields, and company performance. The valuation based on the inputs determined to be the most reasonable and probable is used as the fair value of the investment, which may include a weighting factor applied to multiple valuation methods. The determination of fair value using these methodologies may take into consideration a range of factors including, but not limited to, the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance, financing transactions subsequent to the acquisition of the investment and anticipated financing transactions after the valuation date.

The Company changed the primary method used to value certain of its investments, primarily equity investments, as of December 31, 2016, from the income approach to the market approach, principally due to the nature of evidence available under the discounted cash flow method, and to better align with industry practice. The Company may also utilize an income approach when estimating the fair value of its equity securities, either as a primary methodology if consistent with industry

OFS Capital Corporation and Subsidiaries

Notes to Financial Statements

(Dollar amounts in thousands, except per share data)

practice or if the market approach is otherwise not applicable, or as a supporting methodology to corroborate the fair value ranges determined by the market approach.

Under the market approach, the Company estimates the enterprise value of portfolio companies. Typically, the enterprise value of a private company is based on multiples of EBITDA, net income, revenues, or other relevant basis. The valuation based on the inputs determined to be the most reasonable and probable is used as the fair value of the investment, which may include a weighting factor applied to multiple valuation methods. In estimating the enterprise value of a portfolio company, the Company analyzes various factors consistent with industry practice, including but not limited to the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, the portfolio company’s historical and projected financial results, applicable market trading and transaction comparables, applicable market yields and leverage levels, the nature and realizable value of any collateral, financing transactions subsequent to the acquisition of the investment and anticipated financing transactions after the valuation date.

Application of these valuation methodologies involves a significant degree of judgment by management. Fair values of new investments or investments where an arm’s length transaction occurred in the same security are generally assumed to be equal to their cost (“Transaction Price”) for up to three months after their initial purchase.

Due to the inherent uncertainty of determining the fair value of Level 3 investments, the fair value of the investments may differ significantly from the values that would have been used had a ready market or observable inputs existed for such investments and may differ materially from the values that may ultimately be received or settled. Further, such investments are generally subject to legal and other restrictions, or otherwise are less liquid than publicly traded instruments. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, the Company might realize significantly less than the value at which such investment had previously been recorded. The Company’s investments are subject to market risk. Market risk is the potential for changes in the value due to market changes. Market risk is directly impacted by the volatility and liquidity in the markets in which the investments are traded.

The following tables provide quantitative information about the Company’s significant Level 3 fair value inputs to the Company’s fair value measurements as of June 30, 2017 , and December 31, 2016 . In addition to the techniques and inputs noted in the tables below, according to the Company’s valuation policy, the Company may also use other valuation techniques and methodologies when determining the Company’s fair value measurements. The table below is not intended to be exhaustive, but rather provides information on the significant Level 3 inputs as they relate to the Company’s fair value measurements.



	Fair Value at June 30, 2017 (1)		Valuation technique	Unobservable inputs	Range (Weighted average)
Debt investments:
Senior secured	$	162,042	Discounted cash flow	Discount rates	6.25% - 20.00% (11.33%)
	12,888		Enterprise value	EBITDA multiple	7.49x - 7.49x (7.49x)

Subordinated	41,960		Discounted cash flow	Discount rates	10.65% - 20.00% (14.63%)
	7,278		Enterprise value	EBITDA multiple	7.00x - 7.81x (7.37x)

Equity investments:
Preferred equity	27,979		Enterprise value	EBITDA multiples	4.50x - 9.18x (7.14x)
Common equity and warrants	9,845		Enterprise value	EBITDA multiples	4.47x - 8.90x (5.52x)


(1)	Excludes $27,834 , $7,082 , and $-0-, of senior secured debt investments, subordinated debt investments, and equity investments, respectively, valued at a Transaction Price.

OFS Capital Corporation and Subsidiaries

Notes to Financial Statements

(Dollar amounts in thousands, except per share data)



	Fair Value at December 31, 2016 (1)		Valuation technique	Unobservable inputs	Range (Weighted average)
Debt investments:
Senior secured	$	149,128	Discounted cash flow	Discount rates	6.70% - 18.71% (12.07%)
	15,901		Enterprise value	EBITDA multiples	7.25% - 7.50% (7.31%)

Subordinated	45,635		Discounted cash flow	Discount rates	10.75% - 21.24% (14.19%)
	5,393		Enterprise value	EBITDA multiples	8.00x - 8.00x (8.00x)

Equity investments
Preferred equity	23,721		Enterprise value	EBITDA multiples	4.50x - 8.50x (6.82x)

Common equity and warrants	13,042		Enterprise value	EBITDA multiples	5.00x - 8.50x (6.07x)


(1)	Excludes $15,926, $12,382, and $499 of senior secured debt investments, subordinated debt investments, and equity investments, respectively, valued at a Transaction Price.

Changes in market credit spreads or the credit quality of the underlying portfolio company (both of which could impact the discount rate), as well as changes in EBITDA and/or EBITDA multiples, among other things, could have a significant impact on debt fair values, with the fair value of a particular debt investment susceptible to change in inverse relation to the changes in the discount rate but in tandem with changes in EBITDA and/or EBITDA multiples. Changes in EBITDA and/or EBITDA multiples, could have a significant impact on equity fair values, with the fair value of an equity investment susceptible to change in tandem with the changes in EBITDA and/or EBITDA and other multiples. Due to the wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful.

OFS Capital Corporation and Subsidiaries

Notes to Financial Statements

(Dollar amounts in thousands, except per share data)

The following tables present changes in investments measured at fair value using Level 3 inputs for the six months ended June 30, 2017 and June 30, 2016 .



	Six Months Ended June 30, 2017
	Senior Secured Debt Investments				Subordinated Debt Investments				Preferred Equity		Common Equity and Warrants			Total
Level 3 assets, January 1, 2017	$	180,955			$	63,410			$	23,721	$	13,541		$	281,627

Net realized gain (loss) on investments	—				—				—		558			558
Net change in unrealized appreciation/depreciation on investments	(4,237		)		(2,354		)		2,679		(2,196		)	(6,108		)
Amortization of Net Loan Fees	628			`	41				—		—			669
Capitalized PIK interest, dividends, and fees	431				218				779		—			1,428
Purchase and origination of portfolio investments	71,419				—				800		—			72,219
Proceeds from principal payments on portfolio investments	(36,801		)		(14,608		)		—		—			(51,409		)
Sale and redemption of portfolio investments	—				—				—		(2,058		)	(2,058		)
Conversion from subordinated to senior secured debt investment	(9,631		)		9,631				—		—			—
Other	—				(18		)	—	—		—			(18		)

Level 3 assets, June 30, 2017	$	202,764			$	56,320			$	27,979	$	9,845		$	296,908



	Six Months Ended June 30, 2016
	Senior Secured Debt Investments			Subordinated Debt Investments			Preferred Equity			Common Equity and Warrants			Total
Level 3 assets, January 1, 2016	$	160,437		$	64,240		$	22,133		$	10,486		257,296

Net realized gain (loss) on investments	—			7			—			2,559			2,566
Net change in unrealized appreciation/depreciation on investments	1,227			(84		)	(4,052		)	(152		)	(3,061		)
Amortization of Net Loan Fees	374			135			—			—			509
Capitalized PIK interest, dividends, and fees	358			525			636			—			1,519
Purchase and origination of portfolio investments	19,248			3,786			646			104			23,784
Proceeds from principal payments on portfolio investments	(17,788		)	(13,770		)	—			—			(31,558		)
Sale and redemption of portfolio investments	—			—			—			(2,560		)	(2,560		)
Equity received in connection with purchase of portfolio investments and amendments	(302		)	(79		)	203			381			203
Conversion from debt investment to equity investment	(321		)	(1,765		)	2,039			47			—
Other	—			—			133			—			133

Level 3 assets, June 30, 2016	$	163,233		$	52,995		$	21,738		$	10,865		$	248,831

OFS Capital Corporation and Subsidiaries

Notes to Financial Statements

(Dollar amounts in thousands, except per share data)

The net change in unrealized appreciation/depreciation for the six months ended June 30, 2017 and 2016 reported in the Company’s consolidated statements of operations attributable to the Company’s Level 3 assets held at those respective period ends was $(5,360) and $89, respectively.

GAAP requires disclosure of the fair value of financial instruments for which it is practical to estimate such value

and the methods and significant assumptions used to estimate fair value. It excludes from this requirement nonfinancial assets and liabilities. Accordingly, the required fair value disclosures provide only a partial estimate of the fair value of the Company. The Company believes that the carrying amounts of its other financial instruments such as cash, receivables and payables approximate the fair value of such items due to the short maturity of such instruments. The Company's SBA-guaranteed debentures are carried at cost and with their longer maturity dates, fair value is estimated by discounting remaining payments using current market rates for similar instruments and considering such factors as the legal maturity date. As of June 30, 2017 , and December 31, 2016 , the fair value of the Company’s SBA debentures using Level 3 inputs is estimated at $151,410 and $159,708, respectively.

Note 6. Commitments and Contingencies

Unfunded commitments to the Company's portfolio companies as of June 30, 2017 , were as follows:



Name of Portfolio Company	Investment Type	June 30, 2017
BCC Software, LLC	Senior Secured Revolver	$	1,094
O2 Holdings, LLC	Senior Secured Loan	500
TRS Services, LLC	Senior Secured Term Loan	500
		$	2,094

From time to time, the Company is involved in legal proceedings in the normal course of its business. Although the outcome of such litigation cannot be predicted with any certainty, management is of the opinion, based on the advice of legal counsel, that final disposition of any litigation should not have a material adverse effect on the financial position of the Company as of June 30, 2017 .

Additionally, the Company is subject to periodic inspection by regulators to assess compliance with applicable regulations related to being a BDC and SBIC I LP is subject to periodic inspections by the SBA.

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties that provide general indemnifications. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not occurred. The Company believes the risk of any material obligation under these indemnifications to be low.

Note 7. Borrowings

SBA Debentures: The SBIC Program allows SBIC I LP to obtain leverage by issuing SBA-guaranteed debentures, subject to issuance of a capital commitment by the SBA and customary procedures. These debentures are non-recourse to the Company, have interest payable semi-annually and a ten-year maturity. The interest rate is fixed at the time of SBA pooling, which is March and September of each year, at a market-driven spread over U.S. Treasury Notes with ten-year maturities.

Under present regulations of the SBIC Act, the maximum amount of SBA-guaranteed debt that may be issued by a single SBIC licensee is $150,000. An SBIC fund may borrow up to two times the amount of its regulatory capital, subject to customary regulatory requirements. For two or more SBICs under common control, the maximum amount of outstanding SBA-provided leverage cannot exceed $350,000. In connection with the SBIC Acquisition, the Company increased its total commitments to SBIC I LP to $75,000, which became a drop down SBIC fund of the Company on December 4, 2013. During 2014, the Company fully funded its $75,000 commitment to SBIC I LP. As of June 30, 2017 , and December 31, 2016 , SBIC I LP had fully drawn the $149,880 of leverage commitments from the SBA.

On a stand-alone basis, SBIC I LP held $247,286 and $247,512 in assets at June 30, 2017 , and December 31, 2016 , respectively, which accounted for approximately 71% and 81% of the Company’s total consolidated assets, respectively. The SBIC assets can not be pledged under any debt obligation of the Company.

OFS Capital Corporation and Subsidiaries

Notes to Financial Statements

(Dollar amounts in thousands, except per share data)

The following table shows the Company’s outstanding SBA debentures payable as of June 30, 2017 , and December 31, 2016 :



				SBA debentures outstanding
Pooling Date	Maturity Date	Fixed Interest Rate		June 30, 2017			December 31, 2016
September 19, 2012	September 1, 2022	3.049	%	$	14,000		$	14,000
September 25, 2013	September 1, 2023	4.448		7,000			7,000
March 26, 2014	March 1, 2024	3.995		5,000			5,000
September 24, 2014	September 1, 2024	3.819		4,110			4,110
September 24, 2014	September 1, 2024	3.370		31,265			31,265
March 25, 2015	March 1, 2025	2.872		65,920			65,920
September 23, 2015	September 1, 2025	3.184		22,585			22,585
SBA debentures outstanding				149,880			149,880
Unamortized debt issuance costs				(2,847		)	(3,037		)
SBA debentures outstanding, net of unamortized deferred debt issuance costs				$	147,033		$	146,843

The Company received exemptive relief from the SEC effective November 26, 2013, which permits the Company to exclude SBA guaranteed debentures from the definition of senior securities in the statutory 200% asset coverage ratio under the 1940 Act, allowing for greater capital deployment.

The effective interest rate on the SBA debentures, which includes amortization of deferred debt issuance costs, was 3.43% as of June 30, 2017 . Interest expense on the SBA debentures was $1,282 and $2,551 for the three and six months ended June 30, 2017 , respectively, which includes amortization of debt issuance costs of $95 and $191 , respectively. Interest expense on the SBA debentures was $1,282 and $2,565 for the three and six months ended June 30, 2016 , respectively, which includes amortization of debt issuance costs of $95 and $191, respectively.

The weighted-average fixed cash interest rate on the SBA debentures as of June 30, 2017 , and December 31, 2016 was 3.18% .

PWB Credit Facility: On November 5, 2015, the Company entered into a BLA with Pacific Western Bank, as lender, to provide the Company with the PWB Credit Facility, a $15,000 senior secured revolving credit facility. The PWB Credit Facility is available for general corporate purposes including investment funding and was scheduled to mature on November 6, 2017. The maximum availability of the PWB Credit Facility is equal to 50% of the aggregate outstanding principal amount of eligible loans included in the borrowing base and otherwise specified in the BLA. The PWB Credit Facility is guaranteed by OFS Capital WM and secured by all of the Company’s current and future assets excluding assets held by SBIC I LP and the Company’s SBIC I LP and SBIC I GP partnership interests.

On October 31, 2016, the BLA was amended to, among other things (i) increase the maximum amount available under the PWB Credit Facility from $15 million to $25 million, (ii) extend the maturity date from November 6, 2017 to October 31, 2018, (iii) increase the fixed interest rate from 4.75% to 5.00% per annum, and (iv) exclude subordinated loan investments (as defined in the BLA) from the borrowing base. In addition, as of the amendment date, the Company will incur an unused commitment fee, payable monthly in arrears, equal to 0.50% per annum on any unused portion of the PWB Credit Facility in excess of $15,000, which is included in interest expense on the consolidated statement of operations. There were no advances under the facility prior to the October 31, 2016, amendment.

The average dollar amount of borrowings outstanding during the three and six months ended June 30, 2017 , was $676 and $3,155 , respectively. The effective interest rate, which includes amortization of deferred debt issuance costs, as of June 30, 2017 , was 5.56% based maximum amount available under the PWB Credit Facility. Deferred debt issuance costs, net of accumulated amortization, was $186 and $256 as of June 30, 2017 and December 31, 2016 , respectively. Amortization of debt issuance costs was $35 and $70 for three and six months ended June 30, 2017 , respectively. Availability under the PWB Credit Facility as of June 30, 2017 , was $19,000 based on the stated advance rate of 50% under the borrowing base.

OFS Capital Corporation and Subsidiaries

Notes to Financial Statements

(Dollar amounts in thousands, except per share data)

default to other indebtedness, bankruptcy, change in investment advisor, and the occurrence of a material adverse change in our financial condition. As of June 30, 2017 , the Company was in compliance with the applicable covenants.

Note 8. Federal Income Tax

The Company has elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain its status as a RIC, the Company is required to distribute annually to its stockholders at least 90% of its ICTI, as defined by the Code. Additionally, to avoid a 4% excise tax on undistributed earnings the Company is required to distribute each calendar year the sum of (i) 98% of its ordinary income for such calendar year (ii) 98.2% of its 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 the Company paid no federal income tax. Maintenance of the Company's RIC status also requires adherence to certain source of income and asset diversification requirements.

The Company has met the required distribution, source of income and asset diversification requirements as of June 30, 2017 , and intends to continue to meet these requirements. Accordingly, there is no liability for federal income taxes at the Company level. The Company’s ICTI differs from the net increase in net assets resulting from operations primarily due to differences in income recognition on the unrealized appreciation/depreciation of investments, income from Company’s equity investments in pass-through entities, PIK dividends that have not yet been declared and paid by underlying portfolio companies, capital gains and losses and the net creation or utilization of capital loss carryforwards.

The determination of the tax attributes of the Company’s distributions is made annually as of the end of its fiscal year based upon its ICTI for the full year and distributions paid for the full year. If the tax characteristics of the Company’s $7,830 distributions paid during 2017 were determined as of June 30, 2017 , approximately $738 would have represented return of capital to its stockholders.

The Company records reclassifications to its capital accounts related to permanent differences between GAAP and tax treatment related to goodwill amortization, excise taxes, and other permanent differences; and temporary differences between GAAP and tax treatment of realized gains and losses, income arising from Company’s equity investments in pass-through entities, PIK dividends, and other temporary differences. Reclassifications for three and six months ended June 30, 2017 and 2016 , were as follows:



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Paid-in capital in excess of par	$	46		$	18		$	64		$	36
Undistributed net investment income	318			13			332			27
Accumulated net realized gain (loss)	(364		)	(31		)	(396		)	(63		)

The tax-basis cost of investments and associated tax-basis gross unrealized appreciation (depreciation) inherent in the fair value of investments as of June 30, 2017 , and December 31, 2016 , were as follows:



	June 30, 2017			December 31, 2016
Tax-basis amortized cost of investments	$	292,693		$	273,414
Tax-basis gross unrealized appreciation on investments	22,242			19,554
Tax-basis gross unrealized depreciation on investments	(18,027		)	(11,341		)
Tax-basis net unrealized appreciation on investments	4,215			8,213
Fair value of investments	$	296,908		$	281,627

OFS Capital Corporation and Subsidiaries

Notes to Financial Statements

(Dollar amounts in thousands, except per share data)

Note 9. Financial Highlights

The following is a schedule of financial highlights for the three and six months ended June 30, 2017 and 2016 :



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Per share data:
Net asset value per share at beginning of period	$	14.98		$	14.65		$	14.82		$	14.76
Distributions ⁽⁴⁾	(0.34		)	(0.34		)	(0.68		)	(0.68		)
Net investment income	0.33			0.36			0.67			0.73
Net realized gain on non-control/non-affiliate investments	0.01			—			0.01			0.26
Net realized gain on affiliate investments	0.07			—			0.08			—
Net change in unrealized appreciation/depreciation on non-control/non-affiliate investments	(0.42		)	0.10			(0.75		)	(0.32		)
Net change in unrealized appreciation/depreciation on affiliate investments	(0.26		)	0.03			0.06			0.05
Net change in unrealized depreciation on control investment	0.09			(0.04		)	0.16			(0.04		)
Issuance of common stock ⁽⁷⁾	(0.06		)	—			(0.03		)	—
Other ⁽⁸⁾	—			—			0.06			—
Net asset value per share at end of period	$	14.40		$	14.76		$	14.40		$	14.76

Per share market value, end of period	$	14.31		$	12.85		$	14.31		$	12.85
Total return based on market value ⁽¹⁾	3.3		%	1.9		%	9.0		%	17.8		%
Total return based on net asset value ⁽²⁾	(1.6		)%	3.3		%	1.6		%	4.9		%
Shares outstanding at end of period	13,331,655			9,694,322			13,331,655			9,694,322
Weighted average shares outstanding	13,197,759			9,692,346			11,458,706			9,691,764
Ratio/Supplemental Data (in thousands except ratios)
Average net asset value ⁽³⁾	$	168,692		$	142,546		$	160,387		$	142,701
Net asset value at end of period	$	191,996		$	143,080		$	191,996		$	143,080
Net investment income	$	4,316		$	3,457		$	7,656		$	7,112
Ratio of total expenses to average net assets ⁽⁵⁾	8.7		%	11.9		%	10.6		%	11.9		%
Ratio of net investment income to net assets at end of period ⁽⁵⁾	9.0		%	9.7		%	8.0		%	10.0		%
Portfolio turnover ⁽⁶⁾	19.5		%	6.4		%	19.4		%	9.5		%


(1)	Calculation is ending market value less beginning market value, adjusting for distributions reinvested at prices obtained in the Company’s distribution reinvestment plan for the respective distributions.


(2)	Calculation is ending net asset value less beginning net asset value, adjusting for distributions reinvested at the Company’s quarter-end net asset value for the respective distributions.


(3)	Based on net asset values as the end of the indicated and preceding calendar quarter for three-month periods, and net asset values as the end of the indicated and two preceding calendar quarters for six-month periods..

(4)

The components of the distributions are presented on an income tax basis. The determination of the tax attributes of the Company’s distributions is made annually as of the end of its fiscal year based upon its ICTI for the full year and distributions paid for the full year. Therefore, a determination made on a quarterly basis may not be representative of the actual tax attributes of the Company’s distributions for a full year. If the tax characteristics of the Company’s distributions paid during 2017 were determined as of June 30, 2017 , approximately $0.06 per share would represent a return of capital.


(5)	Annualized.


(6)	Portfolio turnover rate is calculated using the lesser of period-to-date sales and principal payments or period-to-date purchases over the average of the invested assets at fair value.


(7)	The issuance of common stock on a per share basis reflects the incremental net asset value change as a result of the Offering.


(8)	Represents the impact of different share amounts used in calculating per share data as a result of calculating certain per share data based on weighted average shares outstanding during the period and certain per share data based on the shares outstanding as of a period end or transaction date.

OFS Capital Corporation and Subsidiaries

Notes to Financial Statements

(Dollar amounts in thousands, except per share data)

Note 10. Distributions

The Company intends to make distributions to its stockholders on a quarterly basis of substantially all of its net investment income. In addition, although the Company intends to make distributions of net realized capital gains, if any, at least annually, out of assets legally available for such distributions, it may in the future decide to retain such capital gains for investment.

The Company may be limited in its ability to make distributions due to the BDC asset coverage requirements of the 1940 Act. The Company’s ability to make distributions may also be affected by its ability to receive distributions from SBIC I LP, which is governed by SBA regulations. Consolidated cash and cash equivalents includes $40,072 held by SBIC I LP, which was not available for distribution at June 30, 2017 .

The following table summarizes distributions declared and paid for the three and six months ended June 30, 2017 and 2016 :



Date Declared	Record Date	Payment Date	Amount Per Share		Cash Distribution		DRIP Shares Issued	DRIP Shares Value
Six Months Ended June 30, 2016
March 7, 2016	March 17, 2016	March 31, 2016	$	0.34	$	3,280	1,154	$	15
May 2, 2016	June 16, 2016	June 30, 2016	0.34		3,269		1,998	26
			$	0.68	$	6,549	3,152	41
Six Months Ended June 30, 2017
March 9, 2017	March 17, 2017	March 31, 2017	$	0.34	$	3,257	2,919	$	41
May 2, 2017	June 16, 2017	June 30, 2017	0.34		4,483		3,439	49
			$	0.68	$	7,740	6,358	$	90

For the six months ended June 30, 2017 , $90 of the total $7,830 paid to stockholders represented DRIP participation, during which the Company satisfied the DRIP participation requirements with the issuance of 6,358 shares at an average value of $14.25 per share at the date of issuance. For the six months ended June 30, 2016 , $41 of the total $6,590 paid to stockholders represented DRIP participation, during which the Company satisfied the DRIP participation requirements with the issuance of 3,152 shares at an average value of $12.89 per share at the date of issuance.

Since the Company’s IPO, distributions to stockholders total $58,709 , or $5.95 per share, on a cumulative basis.

Distributions in excess of the Company’s current and accumulated ICTI would be treated first as a return of capital to the extent of the stockholder’s tax basis, and any remaining distributions would be treated as a capital gain. The determination of the tax attributes of the Company’s distributions is made annually as of the end of its fiscal year based upon its ICTI for the full year and distributions paid for the full year. Therefore, a determination made on a quarterly basis may not be representative of the actual tax attributes of the Company’s distributions for a full year. Each year, a statement on Form 1099-DIV identifying the source of the distribution is mailed to the Company’s stockholders. If the tax characteristics of the Company’s distributions paid during 2017 were determined as of June 30, 2017 , approximately $0.06 per share of the Company’s distributions represented a return of capital to its stockholders, respectively.

Note 11. Consolidated Schedule of Investments In and Advances To Affiliates



Name of Portfolio Company	Investment Type(1)	Interest, Fees and Dividends Credited to Income(2)		December 31, 2016, Fair Value		Gross Additions(3)		Gross Reductions(4)			June 30, 2017, Fair Value
Control Investments
MTE Holding Corp.	Subordinated Loan	$	725	$	9,766	$	28	$	(2,711	)	$	7,083
	Common Equity	105		3,383		135		—			3,518
		830		13,149		163		(2,711		)	10,601
Malabar International	Subordinated Loan	536		7,683		150		(4		)	7,829
	Preferred Equity	65		5,868		1,608		—			7,476
		601		13,551		1,758		(4		)	15,305

Total Control Investments		1,431		26,700		1,921		(2,715		)	25,906

OFS Capital Corporation and Subsidiaries

Notes to Financial Statements

(Dollar amounts in thousands, except per share data)



Name of Portfolio Company	Investment Type(1)	Interest, Fees and Dividends Credited to Income(2)		December 31, 2016, Fair Value		Gross Additions(3)		Gross Reductions(4)			June 30, 2017, Fair Value
Affiliate Investments
All Metals Holding, LLC	Senior Secured Loan	916		12,865		137		(70		)	12,932
	Common Equity(5)	—		1,277		181		—			1,458
		916		14,142		318		(70		)	14,390
Contract Datascan Holdings, Inc.	Subordinated Loan	485		7,902		3		95			8,000
	Preferred Equity(5)(6)	265		5,421		265		(259		)	5,427
	Common Equity(5)	—		187		—		(187		)	—
		750		13,510		268		(351		)	13,427

Intelli-Mark Technologies, Inc.	Senior Secured Loan	613		8,841		68		(8,909		)	—
	Common Equity(5)	—		1,998		—		(1,998		)	—
		613		10,839		68		(10,907		)	—

Master Cutlery, LLC	Subordinated Loan	310		4,440		3		(450		)	3,993
	Preferred Equity(5)(6)	—		954		—		(954		)	—
		310		5,394		3		(1,404		)	3,993

NeoSystems Corp.	Subordinated Loan	252		3,656		408		(2,000		)	2,064
	Preferred Equity(5)(6)	64		1,255		77		—			1,332
		316		4,911		485		(2,000		)	3,396

Pfanstiehl Holdings, Inc	Subordinated Loan	191		3,810		—		(22		)	3,788
	Common Equity	85		6,083		—		(1,620		)	4,463
		276		9,893		—		(1,642		)	8,251

Strategic Pharma Solutions, Inc.	Senior Secured Loan	490		8,383		196		—			8,579
	Preferred Equity(5)(6)	57		3,026		2,674		—			5,700
		547		11,409		2,870		—			14,279

TRS Services, Inc.	Senior Secured Loan	563		9,549		303		(56		)	9,796
	Preferred Equity (Class AA units)(5)(6)	27		354		27		—			381
	Preferred Equity (Class A units)(5)(6)	204		1,707		1,362		—			3,069
		794		11,610		1,692		(56		)	13,246

Total Affiliate Investments		4,522		81,708		5,704		(16,430		)	70,982
Total Control and Affiliate Investments		$	5,953	$	108,408	$	7,625	$	(19,145	)	$	96,888


(1)	Principal balance of debt investments and ownership detail for equity investments are shown in the consolidated schedule of investments.


(2)	Represents the total amount of interest, fees or dividends included in income for the six months ended June 30, 2017 .

OFS Capital Corporation and Subsidiaries

Notes to Financial Statements

(Dollar amounts in thousands, except per share data)


(3)	Gross additions include increases in cost basis resulting from a new portfolio investment, PIK interest, fees and dividends, and accretion of OID. Gross additions also include net increases in unrealized net appreciation or decreases in unrealized depreciation.


(4)	Gross reductions include decreases in the cost basis of investments resulting from principal repayments and sales, if any. Gross reductions also include net decreases in unrealized appreciation or net increases in unrealized depreciation.


(5)	Non-income producing.


(6)	Dividends credited to income include dividends contractually earned but not declared.

Note 12. Subsequent Events

On August 1, 2017, the Company’s Board declared a distribution of $0.34 per share for the third quarter of 2017, payable on September 29, 2017, to stockholders of record as of September 15, 2017.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are an externally managed, closed-end, non-diversified management investment company and have elected to be treated as a BDC under the 1940 Act. Our investment activities are managed by OFS Advisor; and OFS Services, an affiliate of OFS Advisor, provides the administrative services necessary for us to operate. In exchange for these services we pay OFS Advisor a base management fee and an incentive fee and we pay OFS Services an administration fee. The base management fee, incentive fee, and the administration fee represents a substantial portion of our total expenses.

Our investment objective is to provide our stockholders with both current income and capital appreciation primarily through debt investments and, to a lesser extent, equity investments in middle-market companies in the United States. We believe that these middle-market companies represent a significant growth segment of the U.S. economy and often require substantial capital investments to grow. Middle-market companies have historically constituted the vast bulk of our portfolio companies since inception, and as of June 30, 2017 . We believe that this market segment will continue to produce significant investment opportunities for us.

In April 2017, we issued 3,625,000 shares of our common stock in a follow-on public offering at an offering price of $14.57 per share (the "Offering"), including shares purchased by the underwriters pursuant to their exercise of the over-allotment option. OFS Advisor paid all of the underwriting discounts and commissions and an additional supplemental payment of $0.25 per share, representing the difference between the public offering price of $14.57 per share and the net offering proceeds of $14.82 per share, which also represented our NAV per share at the time of the Offering. All payments made by OFS Advisor in connection with the Offering are not subject to reimbursement by us. We received net proceeds from this Offering of $53.7 million

Our investment strategy includes SBIC I LP, a licensee under the SBA's SBIC program. The SBIC license allows SBIC I LP to receive SBA-guaranteed debenture funding, subject to the issuance of a leverage commitment by the SBA and other customary procedures. SBA leverage funding is subject to SBIC I LP’s payment of certain fees to the SBA, and the ability of SBIC I LP to draw on the leverage commitment is subject to its compliance with SBA regulations and policies, including an audit by the SBA. On a stand-alone basis, SBIC I LP held approximately $247.3 million and $247.5 million in assets at June 30, 2017 and December 31, 2016 , respectively, which accounted for approximately 71% and 81% of our total consolidated assets, respectively.

We generate revenue in the form of interest income on debt investments, capital gains, and dividend income from our equity investments. Our debt investments typically have a term of three to eight years and bear interest at fixed and floating rates. As of June 30, 2017 , floating rate and fixed rate loans comprised 76% and 24% , respectively, of our current debt investment portfolio at fair value; however, in accordance with our investment strategy, we expect that over time the proportion of fixed rate loans will continue to increase. We expect to make quarterly distributions, such that we distribute substantially all of our ICTI. In addition, although we intend to make distributions of net realized capital gains, if any, at least annually, out of assets legally available for such distributions, we may in the future decide to retain such capital gains for investment.

Further, we have elected to be taxed as a RIC under the Code. As a RIC, we are not required to pay corporate-level federal income taxes on any income that we distribute to our stockholders from our ICTI. We are required to recognize ICTI in circumstances in which we have not received a corresponding payment in cash. For example, we hold debt obligations that are treated under applicable tax rules as issued with OID and debt instruments with PIK interest, and we must include in ICTI each year the portion of the OID and PIK interest that accrues for that year (as it accrues over the life of the obligation), irrespective of the fact the cash representing such income is received by us in that taxable year. The continued recognition of non-cash ICTI may cause difficulty in meeting the Annual Distribution Requirement. We may be required to sell investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital, or forgo new investment opportunities to meet this requirement. If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus become subject to corporate-level income tax.

We are permitted to borrow money from time to time within the levels permitted by the 1940 Act (which generally allows us to incur leverage for up to 50% of our asset base). We may borrow money when the terms and conditions available are favorable to do so and are aligned with our investment strategy and portfolio composition. The use of borrowed funds or the proceeds of preferred stock to make investments would have its own specific benefits and risks, and all of the costs of borrowing funds or issuing preferred stock would be borne by holders of our common stock. For a discussion of the risks associated with leverage, see “Item 1A. Risk Factors—Risks Related to our Business and Structure" in our Annual Report on Form 10-K for the year ended December 31, 2016 . As a BDC, we will need to raise additional capital, which will expose us to

risks, including the typical risks associated with leverage. 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, 2016 .

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 October 12, 2016, we received exemptive relief from the SEC to permit us to co-invest in portfolio companies with certain other funds managed by OFS Advisor (“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 (the “Order”). Pursuant to the Order, we are generally permitted to co-invest with Affiliated Funds if 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 transactions, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching by us or our stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies.

Critical Accounting Policies and Significant Estimates

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. Critical accounting policies are those that require management to make subjective or complex judgments about the effect of matters that are inherently uncertain and may change in subsequent periods. Changes that may be required in the underlying assumptions or estimates in these areas could have a material impact on our current and future financial condition and results of operations.

Our critical accounting policies and estimates are those relating to revenue recognition 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 of Directors. For descriptions of our revenue recognition and fair value policies, see Note 2 to the consolidated financial statements included in "Item 1.–Financial Statements" of this Quarterly Report on Form 10-Q.

Revenue recognition. Our investment activities frequently involve the acquisition of multiple financial instruments or rights either in an initial transaction, or in subsequent or "follow-on" transactions, including amendments to existing securities. These financial instruments can include loans, preferred and common stock, warrants, or membership interests in limited liability companies. Acquired rights can include fixed or variable fees that can be either guaranteed or contingent upon operating performance of the underlying portfolio companies. Moreover, these fees may be payable in cash or additional securities. (Acquired rights and financial instruments together, "Instruments".)

The revenue recognized on these Instruments is a function of the fee or other consideration allocated to them, including amounts allocated to capital structuring fees, at the time of acquisition. Additionally, subsequent amendments to these Instruments can involve both


•	a determination as to whether the amendment is


◦	of such significance to deem it the consummation of the initial investment transaction and the acquisition of new Instruments (i.e., a "significant modification"), or


◦	a modification of those Instruments to be recognized over their remaining lives, and


•	an additional allocation of consideration among newly acquired Instruments.

These allocations are generally based on the relative fair value of the Instruments at the time of the transaction, a process involving fair value estimates which is also a critical accounting policy and significant estimate. Moreover, these allocations and determinations can differ between GAAP and federal income tax bases. Once determined, these allocations directly effect the discount/premium and yield on debt securities, the cost and net gains/losses on equity securities, and capital structuring fees recognized in the statements of operations; and ICTI. These allocations require an understanding of the terms and conditions of the underlying agreements and requires significant management judgment. The table below presents the impact to the initial cost bases of allocated consideration to acquired Instruments for the six months ended June 30, 2017 , and 2016 , (in thousands):



	Six Months Ended June 30,
	2017			2016
Loans:
Net Loan Fees (excluding equity securities and cash amendment fees)	$	(599	)	$	(433	)
Equity securities (including performance-contingent fees)	—			(749		)
Equity securities (including performance-contingent fees)	—			749
Capital structuring fees	(162		)	(64		)

Fair value estimates. As of June 30, 2017 , approximately 85% of our total assets were carried on the consolidated balance sheets at fair value. As discussed more fully in “Item 1.–Financial Statements– Note 2 ” GAAP requires us to categorize financial assets and liabilities carried at fair value according to a three-level valuation hierarchy. The hierarchy gives the highest priority to quoted, active market prices for identical assets and liabilities (Level 1) and the lowest priority to valuation techniques that require significant management judgment because one or more of the significant inputs are unobservable in the market place (Level 3). All of our assets carried at fair value are classified as Level 3; we typically do not hold equity securities or other instruments that are actively traded on an exchange.

As described in “Item 1.–Financial Statements– Note 5 ”, we follow a process, under the supervision and review of the Board, to determine these unobservable inputs used to calculate the fair values of our investments. The most significant unobservable inputs in these fair value measurements are the discount rates, EBITDA multiples and projected cash flows contractually due from the investment.

We consider a variety of factors in our determination of the discount rate to be applied to an investment including, among other things, investment type, LIBOR swap rate, indicative yields from independent third-party sources and the yield on our investment relative to indicative yields at the time of our investment (initial and subsequent investments) in the portfolio company.

We also consider a variety of factors in our determination of the EBITDA multiple to be applied to an investment including, among other things, the actual EBITDA multiple for the last arms-length transaction, the ratio of the portfolio company’s EBITDA multiple to the average of EBITDA multiples on comparable public companies ("Comparable Multiples"), and the change in Comparable Multiples and the financial performance of the underlying comparable public companies relative to the financial performance of the portfolio company.

For both the discount rate and the EBITDA multiple we also consider developments at the portfolio company since our investment including, but not limited to, trends in the portfolio company’s earnings and leverage multiple, and input from our independent third-party valuation firms. This process typically results in a single selected discount rate and/or EBITDA multiple for each investment.

The following table illustrates the sensitivity of our fair value measures to reasonably likely changes to the estimated discount rate and EBITDA multiple inputs used in our debt and equity investment valuations at June 30, 2017 (dollar amounts in thousands):



	Fair Value at June 30, 2017		Weighted average discount rate/EBITDA multiple at June 30, 2017	Discount rate sensitivity				EBITDA multiple sensitivity
Valuation Method / Investment Type	Fair Value at June 30, 2017			-10% Weighted average		+10% Weighted average		+0.5x		-0.5x
Discounted cash flow
Debt investments:
Senior Secured	$	162,042	11.33%	$	164,424	$	158,689	N/A		N/A
Subordinated	41,960		14.63%	42,768		40,571		N/A		N/A

Enterprise value
Debt investments:
Senior Secured	$	12,888	7.49x	N/A		N/A		$	13,708	$	12,005
Subordinated	$	7,278	7.37x	N/A		N/A		$	5,323	$	4,046

Equity investments:
Preferred equity	$	27,979	7.14x	N/A		N/A		$	31,216	$	24,627
Common equity and warrants	$	9,845	5.52x	N/A		N/A		$	10,108	$	7,038

The table above presents the impact to our debt and equity investment fair value accounting measures by uniformly modifying our discount rate and EBITDA valuation inputs, as applicable. This discount rate sensitivity measures included in the table do not present the estimated effect of hypothetical changes in actual, observed interest rates, which would affect the cash flows from many of the underlying investments as they are indexed to LIBOR or the Prime Rate of interest, the operating environment of many of our portfolio companies, and other factors, as well as our estimates of the discount rate valuation input. The effect of hypothetical changes in actual, observed interest rates on our fair value measures is not subject to reasonable estimation.

Related Party Transactions

We have entered into a number of business relationships with affiliated or related parties, including the following:

•

We entered into the Investment Advisory Agreement with OFS Advisor to manage our operating and investment activities. Under the Investment Advisory Agreement we have agreed to pay OFS Advisor an annual base management fee based on the average value of our total assets (other than cash and cash equivalents but including assets purchased with borrowed amounts and including assets owned by any consolidated entity) as well as an incentive fee based on our investment performance. See “Item 1–Financial Statements– Note 3 ”.


•	We entered into the Administration Agreement with OFS Capital Services, an affiliate of OFS Advisor, to provide us with the office facilities and administrative services necessary to conduct our operations. See “Item 1–Financial Statements– Note 3 .

•

We have entered into a license agreement with OFSAM, the parent company of OFS Advisor, under which OFSAM has agreed to grant us a non-exclusive, royalty-free license to use the name “OFS.” Under this agreement, we have a right to use the “OFS” name for so long as OFS Advisor or one of its affiliates remains our investment adviser. Other than with respect to this limited license, we have no legal right to the “OFS” name. This license agreement will remain in effect for so long as the Investment Advisory Agreement with OFS Advisor is in effect.

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 BDCs affiliated with OFS Advisor, so long as its services to us are not impaired. OFS Advisor also serves as the investment adviser to CLO funds and other assets, including Hancock Park Corporate Income, Inc., a non-traded BDC with an investment strategy similar to the Company.

Portfolio Composition and Investment Activity

Portfolio Composition

As of June 30, 2017 , the fair value of our debt investment portfolio totaled $259.1 million in 40 portfolio companies, of which 78% and 22% were senior secured loans and subordinated loans, respectively, and approximately $37.8 million in equity investments, at fair value, in 17 portfolio companies in which we also held debt investments and two portfolio companies in which we solely held an equity investment. We had unfunded commitments of $2.1 million to three portfolio companies at June 30, 2017 . Set forth in the tables and charts below is selected information with respect to our portfolio as of June 30, 2017 , and December 31, 2016 .

The following table summarizes the composition of our investment portfolio as of June 30, 2017 , and December 31, 2016 (dollar amounts in thousands):



	June 30, 2017				December 31, 2016
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Senior secured debt investments ⁽¹⁾	$	208,376	$	202,764	$	182,315	$	180,955
Subordinated debt investments	61,840		56,320		66,591		63,410
Preferred equity	24,872		27,979		23,293		23,721
Common equity and warrants	5,608		9,845		7,108		13,541
	$	300,696	$	296,908	$	279,307	$	281,627
Total number of portfolio companies	42		42		41		41

(1)

Includes debt investments in which we have entered into a contractual arrangement with co‑lenders whereby, subject to certain conditions, we have agreed to receive our principal payments after the repayment of certain co‑lenders pursuant to a payment waterfall. The aggregate amortized cost and fair value of these investments was $14,213 and $14,250 at June 30, 2017 , respectively, and $28,945 and $29,276, at December 31, 2016 , respectively

The following table shows the portfolio composition by geographic region at amortized cost and fair value and as a percentage of total investments; the geographic composition is determined by the location of the portfolio companies' corporate headquarters (dollar amounts in thousands):



	Amortized Cost								Fair Value
	June 30, 2017				December 31, 2016				June 30, 2017				December 31, 2016
South - US	$	129,821	43.2	%	$	120,005	42.9	%	$	134,217	45.2	%	$	122,511	43.5	%
Northeast - US	107,150		35.7		85,693		30.7		91,434		30.8		78,186		27.8
West - US	43,109		14.3		59,120		21.2		46,638		15.7		61,219		21.7
Midwest - US	16,685		5.5		10,566		3.8		20,590		6.9		15,788		5.6
Canada	3,931		1.3		3,923		1.4		4,029		1.4		3,923		1.4
Total	$	300,696	100.0	%	$	279,307	100.0	%	$	296,908	100.0	%	$	281,627	100.0	%

As of June 30, 2017 , our investment portfolio’s three largest industries by fair value, were (1) Manufacturing, (2) Professional, Scientific, and Technical Services, and (3) Health Care and Social Assistance, totaling approximately 47.8% of the investment portfolio. For a full summary of our investment portfolio by industry, see “Item 1–Financial Statements– Note 4 .

The following table presents our debt investment portfolio by investment size as of June 30, 2017 , and December 31, 2016 (dollar amounts in thousands):



	Amortized Cost								Fair Value
	June 30, 2017				December 31, 2016				June 30, 2017				December 31, 2016
Up to $4,000	$	29,868	11.1	%	$	34,547	13.9	%	$	34,157	13.2	%	$	41,419	17.0	%
$4,001 to $7,000	64,151		23.7		57,996		23.3		57,354		22.1		55,342		22.6
$7,001 to $10,000	89,459		33.1		78,446		31.5		82,110		31.7		80,735		33.0
$10,001 to $13,000	24,676		9.1		34,549		13.9		38,050		14.7		37,593		15.4
Greater than $13,000	62,062		23.0		43,368		17.4		47,413		18.3		29,276		12.0
Total	$	270,216	100.0	%	$	248,906	100.0	%	$	259,084	100.0	%	$	244,365	100.0	%

The following table displays the composition of our performing debt investment portfolio by weighted average yield as of June 30, 2017 , and December 31, 2016 :



	June 30, 2017						December 31, 2016
	Senior Secured		Subordinated		Total		Senior Secured		Subordinated		Total
Weighted Average Yield ⁽¹⁾	Debt		Debt		Debt		Debt		Debt		Debt
Less than 8%	11.6	%	—	%	9.2	%	8.7	%	11.4	%	9.5	%
8% - 10%	16.6		—		13.0		7.7		—		5.6
10% - 12%	47.3		10.9		39.6		32.6		11.9		27.0
12% - 14%	9.0		46.8		17.0		30.9		58.1		38.2
Greater than 14%	15.5		42.3		21.2		20.1		18.6		19.7
Total	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Weighted average yield	11.17	%	13.47	%	11.66	%	11.95	%	12.44	%	12.08	%

(1) The weighted average yield on our performing debt investments is computed as (a) the annual stated accruing interest on our debt investments at the balance sheet date, plus the annualized accretion of Net Loan Fees divided by (b) amortized cost of our debt investments, excluding assets on non-accrual basis as of the balance sheet date. Including assets on non-accrual, the weighted average yield of our debt investment portfolio was 11.04% and 11.72%, at June 30, 2017 and December 31, 2017.

The weighted average yield decreased from 12.08% at December 31, 2016 to 11.66% at June 30, 2017, primarily due to the deployment of cash during the three months ended June 30, 2017, including partial deployment of proceeds received from our April 2017 follow-on public offering, into $39.2 million of senior secured debt investments with a weighted average yield of 9.2% at June 30, 2017. The weighted average yield of our debt investments is not the same as a return on investment for our stockholders but, rather, relates to a portion of our investment portfolio and is calculated before the payment of all of our fees and expenses. There can be no assurance that the weighted average yield will remain at its current level.

As of June 30, 2017 , and December 31, 2016 , floating rate loans at fair value were 76% and 66% of our debt investment portfolio, respectively, and fixed rate loans at fair value were 24% and 34% of our debt investment portfolio, respectively.

Investment Activity

The following is a summary of our investment activity for the three and six months ended June 30, 2017 and 2016 (in millions).



	Three Months Ended June 30, 2017				Six Months Ended June 30, 2017
	Debt Investments		Equity Investments		Debt Investments		Equity Investments
Investments in new portfolio companies	$	58.8	$	0.3	$	58.8	$	0.3
Investments in existing portfolio companies
Follow-on investments	6.5		0.5		12.1		0.5
Delayed draw funding	—		—		0.5		—
Total investments in existing portfolio companies	6.5		0.5		12.6		0.5
Total investments in new and existing portfolio companies	$	65.3	$	0.8	$	71.4	$	0.8
Number of new portfolio company investments	9		—		9		1
Number of existing portfolio company investments	4		—		9		1

Proceeds/distributions from principal payments/ equity investments	$	19.4	$	—	$	51.4	$	—
Proceeds from investments sold or redeemed	—		—		—		2.4
Total proceeds from principal payments, equity distributions and investments sold	$	19.4	$	—	$	51.4	$	2.4

As of August 4, 2017, we closed $10.8 million of additional new investments during the third quarter of 2017, including an $8.7 million subordinated debt investment and $0.7 million common equity investment in a new portfolio company, a $0.9 million preferred equity investment in an existing portfolio company, and a $0.5 million senior secured delayed draw funding in an existing portfolio company.



	Three Months Ended June 30, 2016				Six Months Ended June 30, 2016
	Debt Investments		Equity Investments		Debt Investments			Equity Investments
Investments in new portfolio companies	$	9.2	$	—	$	9.2		$	—
Investments in existing portfolio companies
Follow-on investments	7.7		0.8		11.0		(1)	0.8
Refinanced investments	—		—		3.4			—
Total investments in existing portfolio companies	7.7		0.8		14.4			0.8
Total investments in new and existing portfolio companies	$	16.9	$	0.8	$	23.6		$	0.8
Number of new portfolio company investments	3		—		3			—
Number of existing portfolio company investments	4		1		6			1

Proceeds/distributions from principal payments/ equity investments	$	15.7	$	—	$	31.6		$	—
Proceeds from investments sold or redeemed	—		—		—			2.1
Total proceeds from principal payments, equity distributions and investments sold	$	15.7	$	—	$	31.6		$	2.1


(1)	Acquired no-cost LLC membership interest in connection with a follow-on debt investment in an existing portfolio company valued at $0.3 million.

During the six months ended June 30, 2016, we converted a $1.8 million portion of our subordinated debt investment in Southern Technical Institute, LLC, with a principal amount of $1.8 million into equity units and warrants valued at $1.8 million. No gain or loss was recognized as a result of the conversion. In addition, we received equity in a portfolio company as consideration for an amendment to a senior secured debt investment in the same portfolio company with a fair value of $0.2 million.

Our level of investment activity may vary substantially from period to period depending on various factors, including, but not limited to, the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity, the general economic environment and the competitive environment for the types of investments we make.

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, 2016 . The following table shows the classification of our debt investments portfolio by credit risk rating as of June 30, 2017 , and December 31, 2016 (dollar amounts in thousands):



	June 30, 2017				December 31, 2016
Risk Category	Debt Investments, at Fair Value		% of Debt Investments		Debt Investments, at Fair Value		% of Debt Investments
1 (Low Risk)	$	—	—	%	$	—	—	%
2 (Below Average Risk)	3,788		1.5		3,810		1.6
3 (Average)	222,246		85.7		192,078		78.6
4 (Special Mention)	28,020		10.8		43,084		17.6
5 (Substandard)	—		—		5,393		2.2
6 (Doubtful)	5,030		2		—		—
7 (Loss)	—		—		—		—
	$	259,084	99.9	%	$	244,365	100.0	%

During the six months ended June 30, 2017 , we reclassified one debt investment from risk category 3 to risk category 6 with a fair value of $6.3 million at December 31, 2016 , and one debt investment from risk category 5 to risk category 6 at December 31, 2016, primarily due to a degradation in the underlying businesses of the respective portfolio company. These two debt investments comprised our risk category 6 category and were designated non-accrual at June 30, 2017. In addition, we reclassified two debt investment from risk category 4 to risk category 3, with an aggregate fair value at December 31, 2016 of $13.6 million. All other year changes in distribution of our debt investments across risk categories, were a result of new debt investments, the receipt of amortization payments on existing debt investments, repayment of certain debt investments in full, changes in the fair value of our existing debt investments within the categories, and other investment activity.

Non-Accrual Loans and Discontinued PIK and Cash Dividend Accruals

At June 30, 2017 , we had two loans (Community Intervention Services, Inc. and My Alarm Center, LLC) on non-accrual status with respect to all interest and Net Loan Fee amortization, with an aggregate amortized cost and fair value of $14,340 and $5,030 , respectively. In July 2017, the My Alarm Center, LLC loan was restructured and converted into preferred equity securities. At December 31, 2016 , we had one loan (Community Intervention Services, Inc.) on non-accrual status with respect to PIK interest and Net Loan Fees with an amortized cost and fair value of $7,639 and $5,393, respectively.

At June 30, 2017 , we had two preferred equity securities (Master Cutlery, LLC and Stancor, L.P.), with an aggregate amortized cost and fair value of $4,984 and $875 , respectively, for which we discontinued the PIK dividend accrual. In addition, at June 30, 2017, we discontinued recognition of the cash preferred dividend from its investment in Master Cutlery, LLC. At December 31, 2016 , we had one preferred equity security (Master Cutlery, LLC) with an amortized cost and fair value of $3,483, and $954, respectively, for which we discontinued the PIK dividend accrual.

Results of Operations

Key Financial Measures

The following is a discussion of the key financial measures that management employs in reviewing the performance of our operations.

Total Investment Income. We generate revenue in the form of interest income on debt investments, capital gains, and dividend income from our equity investments. Our debt investments typically have a term of three to eight years and bear interest at fixed and floating rates. As of June 30, 2017 , floating rate and fixed rate loans comprised 76% and 24% , respectively, of our current debt investment portfolio at fair value; however, in accordance with our investment strategy, we expect that over time the proportion of fixed rate loans will continue to increase. In some cases, our investments provide for PIK interest, or PIK dividends (meaning interest or dividends paid in the form of additional principal amount of the loan or equity security instead of in cash). We also generate revenue in the form of management, valuation, and other contractual fees, which is recognized as the related services are rendered. In the general course of business, we receive certain fees from portfolio companies which are non-recurring in nature. Such non-recurring fees include prepayment fees on certain loans repaid prior to their scheduled due date, which are recognized as earned when received, and fees for capital structuring services from certain portfolio companies, which are recognized as earned upon closing of the investment. Net Loan Fees are capitalized, and accreted or amortized over the life of the loan as interest income. When we receive principal payments on a loan in an amount that exceeds its amortized cost, we will also recognize the excess principal payment as income in the period it is received.

Expenses . Our primary operating expenses include interest expense due under our outstanding borrowings, the payment of fees to OFS Advisor under the Investment Advisory Agreement, our allocable portion of overhead expenses under the Administration Agreement and other operating costs described below. Additionally, we will pay interest expense on any outstanding debt under any new credit facility or other debt instrument we may enter into. We will bear all other out-of-pocket costs and expenses of our operations and transactions, whether incurred by us directly or on our behalf by a third party, including:


•	the cost of calculating our net asset value, including the cost of any third-party valuation services;


•	the cost of effecting sales and repurchases of shares of our common stock and other securities;


•	fees payable to third parties relating to making investments, including out-of-pocket fees and expenses associated with performing due diligence and reviews of prospective investments;


•	transfer agent and custodial fees;


•	out-of-pocket fees and expenses associated with marketing efforts;


•	federal and state registration fees and any stock exchange listing fees;


•	U.S. federal, state and local taxes;


•	independent directors’ fees and expenses;


•	brokerage commissions;


•	fidelity bond, directors’ and officers’ liability insurance and other insurance premiums;


•	direct costs, such as printing, mailing and long-distance telephone;


•	fees and expenses associated with independent audits and outside legal costs;


•	costs associated with our reporting and compliance obligations under the 1940 Act and other applicable U.S. federal and state securities laws; and


•	other expenses incurred by either OFS Services or us in connection with administering our business.

Net Gain (Loss) on Investments. Net gain (loss) on investments consists of the sum of: (a) realized gains and losses from the sale of debt or equity securities, or the redemption of equity securities; and (b) changes in net unrealized appreciation/depreciation on debt and equity investments. In the period in which a realized gain or loss is recognized, such gain or loss will generally be offset by the reversal of previously recognized unrealized appreciation or depreciation, and the net gain recognized in that period will generally be smaller. The unrealized appreciation or depreciation on debt securities is also reversed when those investments are redeemed or paid off prior to maturity. In such instances, the reversal on unrealized appreciation or depreciation will be reported as a net loss or gain, respectively, and may be partially offset by the acceleration of any premium or discount on the debt security in interest income and any prepayment fees on the debt security in fee income.

We do not believe that our historical operating performance is necessarily indicative of our future results of operations that we expect to report in future periods. We are primarily focused on investments in middle-market companies in the United

States, including debt investments and, to a lesser extent, equity investments, including warrants and other minority equity securities, which differs to some degree from our historical investment concentration, in senior secured loans to middle-market companies in the United States. Moreover, as a BDC and a RIC, we will also be subject to certain constraints on our operations, including, but not limited to, limitations imposed by the 1940 Act and the Code. In addition, SBIC I L.P. is subject to regulation and oversight by they SBA. For the reasons described above, the results of operations described below may not necessarily be indicative of the results we expect to report in future periods.

Net increase 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, annual comparisons of net increase in net assets resulting from operations may not be meaningful.

Comparison of the three and six months ended June 30, 2017 , and 2016

Consolidated operating results for the three and six months ended June 30, 2017 and 2016 , are as follows (in thousands):



	Three Months Ended June 30,					Six Months Ended June 30,
	2017			2016		2017			2016
Investment income
Interest income:
Cash interest income	$	6,235		$	5,820	$	12,850		$	11,909
Net Loan Fee amortization	328			444		669			810
PIK interest income	335			265		649			557
Other interest income	72			63		83			79
Total interest income	6,970			6,592		14,251			13,355
Dividend income:
Preferred equity cash dividends	32			115		65			328
Preferred equity PIK dividends	396			335		779			636
Common equity dividends	150			89		240			132
Total dividend income	578			539		1,084			1,096
Fee income:
Management, valuation, and other	42			60		84			98
Prepayment, structuring, and other fees	388			492		593			977
Total fee income	430			552		677			1,075
Total investment income	7,978			7,683		16,012			15,526
Total expenses	3,662			4,226		8,356			8,414
Net investment income	4,316			3,457		7,656			7,112
Net gain (loss) on investments	(6,597		)	881		(5,071		)	(495		)
Net increase (decrease) in net assets resulting from operations	$	(2,281	)	$	4,338	$	2,585		$	6,617

Interest income by debt investment type for the three and six months ended June 30, 2017 and 2016 , is summarized below (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Interest income:
Senior secured debt investments	$	5,069	$	4,450	$	10,449	$	8,951
Subordinated debt investments	1,901		2,142		3,802		4,404
Total interest income	$	6,970	$	6,592	$	14,251	$	13,355

Interest income increased by $0.4 million for the three months ended June 30, 2017 compared to the three months ended June 30, 2016 . The increase was primarily due to a $0.6 million increase caused by a 10% increase in the average outstanding loan balance, offset by a $0.1 million decrease caused by a 2% decrease in our weighted average yield in our portfolio, and a $0.1 million decrease in Net Loan Fee amortization. Acceleration of Net Loan Fees of $0.1 million and $0.2 million were included in interest income for the three months ended June 30, 2017 and 2016 , respectively.

Interest income increased by $0.9 million for the six months ended June 30, 2017 compared to the six months ended June 30, 2016 . The increase was primarily due to a $1.2 million increase caused by a 10% increase in the average outstanding loan balance, offset by a $0.2 million decrease caused by a 2% decrease in our weighted average yield in our portfolio, and a $0.1 million decrease in accelerated Net Loan Fee amortization. Acceleration of Net Loan Fees of $0.5 million and $0.3 million were included in interest income for the six months ended June 30, 2017 and 2016 , respectively.

Fee income decreased by $0.1 million for the three months ended June 30, 2017 compared to the three months ended June 30, 2016 , primarily due to a $0.2 million decrease in prepayment fees, offset by a $0.1 million increase in structuring fees. We recorded prepayment fees of $0.2 million resulting from $11.3 million of unscheduled principal payments during the three months ended June 30, 2017 compared to prepayment fees of $0.4 million resulting from $12.7 million of unscheduled principal payments we recorded during the three months ended June 30, 2016 . We recorded structuring fees of $0.2 million in connection with the closing of $18.3 million of investments during the three months ended June 30, 2017 compared to structuring fees of $0.1 million in connection with the closing of $5.0 million of investments during the three months ended June 30, 2016 .

Fee income decreased by $0.4 million for the six months ended June 30, 2017 compared to the six months ended June 30, 2016 , primarily due to a $0.5 million decrease in prepayment fees, offset by a $0.1 million increase in structuring fees. We recorded prepayment fees of $0.4 million resulting from $28.2 million of unscheduled principal payments during the six months ended June 30, 2017 compared to prepayment fees of $0.9 million resulting from $24.9 million of unscheduled principal payments we recorded during the six months ended June 30, 2016 . We recorded structuring fees of $0.2 million in connection with the closing of $18.3 million of investments during the six months ended June 30, 2017 compared to structuring fees of $0.1 million in connection with the closing of $6.2 million of investments during the six months ended June 30, 2016 .

Expenses



	Three Months Ended June 30,					Six Months Ended June 30,
	2017			2016		2017		2016
Interest expense	$	1,339		$	1,308	$	2,726	$	2,616
Management fees	1,224			1,089		2,416		2,204
Incentive fee	(22		)	857		1,159		1,590
Professional fees	293			303		556		617
Administration fee	307			326		708		754
General and administrative expenses	521			343		791		633
Total expenses	$	3,662		$	4,226	$	8,356	$	8,414

Management fee expense for the three and six months ended June 30, 2017 , increased over the corresponding periods in the prior year due to an increase in our average total assets, primarily due to a increase in net investment activity, including additional deployment of funds from the Offering.

Incentive fee expense decreased by $0.9 million for the three months ended June 30, 2017 , compared to the three months ended June 30, 2016 . The decrease was primarily due to a $0.3 decrease in the accrued Capital Gains Fee during three months ended June 30, 2017 , which represents the reversal of the accrued Capital Gains Fee at March 31, 2017, and a $0.6 million decrease in the Part One incentive fee, due to a share issuance adjustment related to the Offering, determined by adjusting the value of net assets, at March 31, 2017 by the daily weighted average of the Offering proceeds available to us during the three months ended June 30, 2017.

Incentive fee expense decreased by $0.4 million for the six months ended June 30, 2017 , compared to the six months ended June 30, 2016 . The decrease was primarily due to a $0.6 million decrease in Part One incentive fees, due to a share issuance adjustment related to the Offering, determined by adjusting the value of net assets, at March 31, 2017 by the daily weighted average of the Offering proceeds available to us during the three months ended June 30, 2017, offset by an increase in the accrued Capital Gains Fee. During the six months ended June 30, 2017 we did not incur a Capital Gains Fee, compared to a Capital Gains Fee of $(0.1) million recorded during six months ended June 30, 2016, which represents the reversal of the accrued Capital Gains Fee at December 31, 2015.

General and administrative fee expenses increased by $0.2 million for the three months ended June 30, 2017 , compared to the three months ended June 30, 2016 , primarily due to the write-off of deferred common stock offering costs in connection with the expiration of the related shelf registration statement.

General and administrative fee expenses increased by $0.2 million for the six months ended June 30, 2017 , compared to the six months ended June 30, 2016 , primarily due to the write-off of deferred common stock offering costs in connection with the expiration of the related shelf registration statement.

Net Gain (Loss) on Investments

Net gain (loss) by investment type for the three and six months ended June 30, 2017 and 2016 , are as follows (in thousands):



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Senior secured debt	$	(2,647	)	$	2,609		$	(4,237	)	$	1,227
Subordinated debt	(2,131		)	(392		)	(2,354		)	(79		)
Preferred equity	(310		)	(2,673		)	2,679			(4,052		)
Common equity and warrants	(1,509		)	1,337			(1,159		)	2,409
Net gain (loss) on investments	(6,597		)	881			$	(5,071	)	$	(495	)

Three and six months ended June 30, 2017

We recognized net losses of $2.6 million on senior secured debt during the three months ended June 30, 2017 , primarily as a result of the negative impact of portfolio company-specific performance factors, including an unrealized loss of $3.0 million recognized on our senior secured debt investment in My Alarm Center, LLC, which was placed on non-accrual at June 30, 2017, partially offset primarily by the positive impact of changes to certain market loan indices.

We recognized net losses of $4.2 million on senior secured debt during the six months ended June 30, 2017 , primarily as a result of the negative impact of portfolio company-specific performance factors, including an unrealized loss of $5.1 million recognized on our senior secured debt investment in My Alarm Center, LLC, which was placed on non-accrual at June 30, 2017, partially offset by the positive impact of changes to certain market loan indices. A cumulative unrealized loss of $5.0 million at June 30, 2017, on My Alarm Center, LLC was realized subsequent to June 30, 2017 upon restructure of the senior secured debt investment and will be reflected in our third quarter financial statements.

We recognized net losses of $2.1 million on subordinated debt during the three months ended June 30, 2017 , primarily as a result of the negative impact of portfolio company-specific performance factors, including an unrealized loss of $1.4 million recognized on our subordinated debt investment in Community Intervention Services, Inc., which was placed on non-accrual during 2016.

We recognized net losses of $2.4 million on subordinated debt during the six months ended June 30, 2017 , primarily as a result of the net negative impact of portfolio company-specific performance factors, including an unrealized loss of $2.1 million recognized on our subordinated debt investment in Community Intervention Services, Inc., which was placed on non-accrual during 2016.

We recognized net losses of $0.3 million on preferred equity investments for the three months ended June 30, 2017 , primarily as a result of the net negative impact of portfolio company-specific performance factors, offset by the net positive impact from changes to EBITDA multiples used in our valuations.

We recognized net gains of $2.7 million on preferred equity investments for the six months ended June 30, 2017 , primarily as a result of the net positive impact from changes to EBITDA multiples used in our valuations, offset by the net negative impact of portfolio company-specific performance factors.

We recognized net losses of $1.5 million on common equity and warrant investments for the three months ended June 30, 2017 , primarily as a result of the negative impact of portfolio company-specific performance factors. Included in the net loss was a realized gain of $0.9 million from the sale of a common equity investment, which through March 31, 2017, we recognized unrealized gains of $0.7 million, resulting in a net gain of $0.2 million during the three months ended June 30, 2017.

We recognized net losses of $1.2 million on common equity and warrant investments for the six months ended June 30, 2017 , primarily as a result of the negative impact of portfolio company-specific performance factors. Included in the net loss was a realized gain of $0.9 million from the sale of a common equity investment, which through December 31, 2016, we recognized unrealized gains of $0.5 million, resulting in a net gain of $0.4 million during the six months ended June 30, 2017.

Three and six months ended June 30, 2016

We recognized net gains of $2.6 million on senior secured debt during the three months ended June 30, 2016, primarily as a result of the impact of narrowing spreads in middle-market and second-lien loan indices, and other interest rate market factors on our discount rates, and by the impact of portfolio company-specific performance factors on our valuations.

We recognized net gains of $1.2 million on senior secured debt during the six months ended June 30, 2016, primarily as a result of the impact of narrowing spreads in middle-market loan indices, and other interest rate market factors on our discount rates, and by the net impact of portfolio company-specific performance factors on our valuations, partially offset by widening spreads in second lien loan indices on our discount rate and the pay-off of certain senior secured debt investments.

We recognized net losses of $0.4 million on subordinated debt during the three months ended June 30, 2016, principally as a result of the net impact of portfolio company-specific performance factors on our valuations and the pay-off of certain subordinated debt investments, offset by the net impact of narrowing spreads in second lien loan indices on our discount rates.

We recognized net losses of $0.1 million on subordinated debt during the six months ended June 30, 2016, principally as a result of the net impact of portfolio company-specific performance factors to our valuations.

We recognized net losses of $2.7 million on preferred equity investments for the three months ended June 30, 2016 , primarily as a result of the net impact of company-specific performance and other factors on our valuations, offset by the net impact of investments moving closer to their expected exit events.

We recognized net losses of $4.1 million on preferred equity investments for the six months ended June 30, 2016 , primarily as a result of the net impact of company-specific performance and other factors on our valuations, offset by the net impact of investments moving closer to their expected exit events.

We recognized net gains of $1.3 million on common equity and warrant investments for the three months ended June 30, 2016 primarily attributable to the net impact of portfolio company-specific performance factors, and the impact of exit-event assumptions on our valuations.

We recognized net gains of $2.4 million on common equity and warrant investments for the six months ended June 30, 2016 primarily attributable to the net impact of portfolio company-specific performance factors, and the impact of exit-event assumptions on our valuations. During the six months ended June 30, 2016 , we realized gains of $2.6 million principally from the redemption of a common equity investment. We held this investment from the first quarter of 2014 and recognized unrealized gains of $2,062 and $498 during the years ended December 31, 2015 and 2014 , respectively. There was no net gain during the six months ended June 30, 2016 , on this transaction.

Liquidity and Capital Resources

We manage the liquidity of SBIC I LP ("SBIC Liquidity") separately from our general corporate liquidity ("Corporate Liquidity"). Our Corporate Liquidity and our SBIC Liquidity includes cash and cash equivalents of $6.8 million and $40.1 million at June 30, 2017 , respectively. Additionally, we have $19.0 million in Corporate Liquidity available from our PWB Credit Facility at June 30, 2017 . Transfers from SBIC Liquidity to Corporate Liquidity are limited by SBA regulations to a statutory measure of undistributed accumulated earnings, and our ability to transfer liquidity from Corporate Liquidity to SBIC Liquidity is currently limited to capital contributions to SBIC I LP. Additionally, the use of SBIC Liquidity is limited by regulation; see "Item 1.–Business–Small Business Investment Company Regulations" in our Annual Report on Form 10-K for the year ended December 31, 2016 . Distributions to stockholders are from Corporate Liquidity. During the six months ended June 30, 2017 , we transferred $3.1 million from from SBIC Liquidity to Corporate Liquidity.

Sources and Uses of Cash and Cash Equivalents

We generate cash through operations from net investment income and the net liquidation of portfolio investments, and use cash in our operations in the net purchase of portfolio investments. Significant variations may exist between net investment income and cash from net investment income, primarily due to the recognition of non-cash investment income, including certain Net Loan Fee amortization, PIK interest, and PIK dividends, which generally will not be fully realized in cash until we exit the investment at a price greater than cost. As discussed in "Item 1.–Financial Statements– Note 3 ", we pay OFS Advisor a quarterly incentive fee with respect to our pre-incentive fee net investment income, which includes investment income that we may not have received in cash. In addition, we must distribute substantially all our taxable income, which approximates, but will not always equal, the cash we generate from net investment income to maintain our RIC tax treatment. Historically, our distributions resulted in a distribution in excess of taxable income, and we have limited history of net taxable gains. We also obtain cash to fund

investments or for general corporate activities from the issuance of securities and our revolving line of credit. These principal sources and uses of cash and liquidity are presented below (in thousands):



	Six Months Ended June 30,
	2017			2016
Cash from net investment income	$	5,463		$	5,040
Cash received from realized gains	899			2,121
Net sales and repayments (purchases and originations) of portfolio investments excluding cash received from realized gains	(19,309		)	11,262
Net cash provided by (used in) operating activities	(12,947		)	18,423
Proceeds from common stock offering, net of expenses	53,448			—
Cash distributions paid	(7,740		)	(6,549		)
Net repayment of borrowings on PWB Credit Facility	(3,500		)	—
Change in cash and cash equivalents	$	29,261		$	11,874

At June 30, 2017 , we held cash and cash equivalents of $46.9 million, an increase of $29.3 million from December 31, 2016 .

Cash from net investment income

Net cash from net investment income increased $0.4 million for the six months ended June 30, 2017 , compared to the six months ended June 30, 2016 , principally due to an increase in interest income collected, offset by a decrease in fees and cash dividends collected.

Cash received from realized gains

Cash received on realized gains may differ from realized gains in the statement of operations due to delays in the receipt of sale proceeds related to escrow and earn-out provisions in the investment sales transactions.

Net sales and repayments (purchases and originations) of portfolio investments excluding cash received from realized gains

During the six months ended June 30, 2017 , net purchases and originations of portfolio investments were primarily due to $72.4 million of cash we used to purchase portfolio investment, offset by $52.9 million of cash we received from original cost repayments on our portfolio investments. During the six months ended June 30, 2016 , sales and repayments of portfolio investments were primarily due to $30.9 million of cash we received from principal payments on our portfolio investments. These cash receipts were offset by $20.3 million of cash we used to purchase portfolio investments.

Proceeds from common stock offering, net of expenses

In April 2017, we issued 3,625,000 shares of our common stock in a follow-on public offering at an offering price of $14.57 per share, including shares purchased by the underwriters pursuant to their exercise of the over-allotment option. OFS Advisor paid all of the underwriting discounts and commissions and an additional supplemental payment of $0.25 per share, representing the difference between the public offering price of $14.57 per share and the net offering proceeds of $14.82 per share, which also represented our NAV per share at the time of the Offering. All payments made by OFS Advisor in connection with the Offering are not subject to reimbursement by us. We received net proceeds from this Offering of $53.7 million

SBA Debentures

As a result of the SBIC Acquisition, SBIC I LP became our wholly-owned subsidiary effective December 4, 2013. SBIC I LP has a SBIC license that allows it to obtain leverage by issuing SBA-guaranteed debentures, subject to issuance of a capital commitment by the SBA and customary procedures. These debentures are non-recourse to us, and bear interest payable semi-annually, and each debenture has a maturity date that is ten years following issuance. The interest rate is fixed at the first pooling date after issuance, which is March and September of each year, at a market-driven spread over U.S. Treasury Notes with ten-year maturities. SBA regulations currently limit the amount that an SBIC may borrow up to a maximum of $150 million when it has at least $75 million in regulatory capital, receives a leverage commitment from the SBA and has been through an examination by the SBA subsequent to licensing. For two or more SBICs under common control, the maximum amount of outstanding SBA-provided leverage cannot exceed $350 million. As of December 31, 2016 and 2015 , SBIC I LP had fully drawn the $149.9 million of leverage commitments from the SBA.

In January 2015, we filed an application with the SBA for a second SBIC license, which, if approved, would provide up to $75.0 million in additional SBA debentures for the funding of our future investments upon our contribution of at least

$37.5 million in additional regulatory capital and subject to the issuance of a leverage commitment by the SBA and other customary procedures. There can be no assurance as to whether or when this application will be approved by the SBA.

On a stand-alone basis, SBIC I LP held $247.3 million, and $247.5 million in assets at June 30, 2017 , and December 31, 2016 , respectively, which accounted for approximately 71% and 81% of the Company’s total consolidated assets, respectively.

SBIC I LP is periodically examined and audited by the SBA’s staff to determine its compliance with SBA regulations. If SBIC I LP fails to comply with applicable SBA regulations, the SBA could, depending on the severity of the violation, limit or prohibit SBIC I LP’s use of debentures, declare outstanding debentures immediately due and payable, and/or limit SBIC I LP from making new investments.

PWB Credit Facility

The PWB Credit Facility is available for general corporate purposes including investment funding and is scheduled to mature on October 31, 2018. As of June 30, 2017 , we had $6.0 million outstanding at a fixed interest rate of 5% per annum, and $19.0 million available for use under the PWB Credit Facility. In addition, we incur an unused commitment fee, payable monthly in arrears, equal to 0.50% per annum on any unused portion of the PWB Credit Facility in excess of $15.0 million.

The PWB Credit Facility is guaranteed by OFS Capital WM and secured by all of our current and future assets, excluding assets held by SBIC I LP and our SBIC I LP and SBIC I GP partnership interests.

The BLA contains customary terms and conditions, including, without limitation, affirmative and negative covenants such as information reporting requirements, a minimum tangible net asset value, a minimum quarterly net investment income after incentive fees, and a statutory asset coverage test. The BLA also contains customary events of default, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, cross-default to other indebtedness, bankruptcy, change in investment advisor, and the occurrence of a material adverse change in our financial condition. As of June 30, 2017 , the Company was in compliance with the applicable covenants.

Other Liquidity Matters

We expect to fund the growth of our investment portfolio utilizing borrowings under SBA debentures, follow-on equity offerings, and issuances of senior securities or future borrowings to the extent permitted by the 1940 Act. We cannot assure stockholders that our plans to raise capital will be successful. In addition, 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 may not have the funds or the ability to fund new investments or make additional investments in our portfolio companies. The illiquidity of our portfolio 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 recorded value.

In addition, as a BDC, we generally will be required to meet a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities (including SBIC I LP’s SBA-guaranteed debt), to total senior securities, which include all of our borrowings (excluding SBA-guaranteed debt) and any outstanding preferred stock (of which we had none at June 30, 2017 ), of at least 200%. We received an exemptive order from the SEC to permit us to exclude the debt of SBIC I LP guaranteed by the SBA from the definition of Senior Securities in the statutory 200% asset coverage ratio under the 1940 Act. This requirement limits the amount that we may borrow. To fund growth in our investment portfolio in the future, we anticipate needing to raise additional capital from various sources, including the equity markets and the securitization or other debt-related markets, which may or may not be available on favorable terms, if at all.

Contractual Obligations and Off-Balance Sheet Arrangements

The following table shows our contractual obligations as of June 30, 2017 (in thousands):



	Payments due by period
	Total		Less than year		1-3 years (2)		3-5 years		After 5 years (2)
Contractual Obligations (1)

PWB Credit Facility	$	6,000	$	—	$	6,000	$	—	$	—
SBA Debentures	149,880		—		—		—		149,880
Total	$	155,880	$	—	$	6,000	$	—	$	149,880


(1)	Excludes commitments to extend credit to our portfolio companies.


(2)	The PWB Credit Facility is scheduled to mature on October 31, 2018. The SBA debentures are scheduled to mature between September 2022 and 2025.

We have entered into contracts with third parties under which we have material future commitments—the Investment Advisory Agreement, pursuant to which OFS Advisor has agreed to serve as our investment adviser, and the Administration Agreement, pursuant to which OFS Services has agreed to furnish us with the facilities and administrative services necessary to conduct our day-to-day operations.

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 in the balance sheet. We had $2.1 million of total unfunded commitments to three portfolio companies at June 30, 2017 .

Distributions

We are taxed as a RIC under the Code. 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 of directors maintains a variable dividend policy with the objective of distributing four quarterly distributions in an amount not less than 90-100% of our taxable quarterly income or potential annual income for a particular year. In addition, at the end of the year, we may also pay an additional special dividend, or fifth 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. Each year, a statement on Form 1099-DIV identifying the source of the distribution is mailed to the Company’s stockholders. 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. If the tax characteristics of the distributions paid during fiscal 2017 were determined as of June 30, 2017 , we estimate that approximately $0.06 per share would represent a return of capital.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to our market risks reported in our Annual Report on Form 10-K for the year ended December 31, 2016 .

Assuming that the interim and unaudited consolidated balance sheet as of June 30, 2017 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following tables show the annualized impact of hypothetical base rate changes in interest rates (in thousands).



Basis point increase	Interest income		Interest expense		Net increase (decrease)
50	$	1,048	$	—	$	1,048
100	2,019		—		2,019
150	3,033		—		3,033
200	4,046		—		4,046
250	5,059		—		5,059



Basis point decrease	Interest income			Interest expense		Net increase (decrease)
50	$	(413	)	$	—	$	(413	)
100	(474		)	—		(474		)
150	(496		)	—		(496		)
200	(496		)	—		(496		)
250	(496		)	—		(496		)

I tem 4. Controls and Procedures

Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2017 . The term “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the foregoing evaluation of our disclosure controls and procedures as of June 30, 2017 , our Chief Executive Officer and our Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weakness identified in the fourth quarter of 2016 related to the design and effectiveness of controls over certain key assumptions and underlying data used in our investment valuations, as disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2016. To address this material weakness, we have taken steps to address the underlying causes of the material weakness as described further in “—Remediation Efforts.” Accordingly, we believe that the consolidated financial statements included in this quarterly report on Form 10-Q do fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

Remediation efforts

We are currently in the process of remediating the material weakness in our internal control over financial reporting as described above and are taking the necessary steps that we believe will address the underlying causes of the material weakness. We have completed the development and formal documentation of our policies and procedures relating to our internal control over financial reporting, but we have not completed the necessary testing of these formalized controls. While management believes the necessary steps have been taken, the identified material weakness in internal control will not be considered fully remediated until sufficient time has elapsed to provide evidence that an be tested to validate that the new controls have been implemented and are operating effectively. We implemented the following remediation steps to address the material weakness discussed above and to improve its internal control over financial reporting:


•	We changed the primary method used to value certain investments, primarily equity investments, from the discounted cash flow method to the market approach as of December 31, 2016. The market approach contains a lesser number of Level 3 inputs and generally requires less complex judgment.


•	We have designed and implemented controls and procedures to objectively validate and document key inputs and assumptions used in developing our fair value estimates.

Changes in Internal Control over Financial Reporting

Other than as described above, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

We, OFS Advisor and OFS Services, are not currently subject to any material pending legal proceedings threatened against us as of June 30, 2017 . From time to time, we may be a party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights under contracts with our portfolio companies. Furthermore, third parties may try to seek to impose liability on us in connection with the activities of our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our business, financial condition, results of operations or cash flows.

Item 1A. Risk Factors

Investing in our common stock may be speculative and involves a high degree of risk. In addition to the other information contained in this Quarterly Report on Form 10-Q, including our financial statements, and the related notes, schedules and exhibits, you should carefully consider the risk factors described in " Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 , which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

There have been no material changes from the risk factors previously disclosed in

Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016 , which should be read together with the other risk factors and information disclosed elsewhere in this Quarterly Report on Form 10-Q and our other reports filed with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three month period ended June 30, 2017 , we issued 3,439 shares of common stock to stockholders in connection with our distribution reinvestment plan. These issuances were not subject to the registration requirements of the Securities Act of 1933, as amended. The aggregate value of the shares of our common stock issued under our distribution reinvestment plan was approximately $49 ,000.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

Listed below are the exhibits that are filed as part of this report (according to the number assigned to them in Item 601 of Regulation S-K):



		Incorporated by Reference
Exhibit Number	Description	Form and SEC File No.	Filing Date with SEC	Exhibit No.	Filed with this 10-Q
11.1	Computation of Per Share Earnings				+

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended				*

31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended				*

32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				†

32.2	Certificate of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				†



+	Included in the consolidated statements of operations contained in this report
*	Filed herewith
†	Furnished herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Dated: August 4, 2017	OFS CAPITAL CORPORATION

	By:	/s/ Bilal Rashid
	Name:	Bilal Rashid
	Title:	Chief Executive Officer

	By:	/s/ Jeffrey A. Cerny
	Name:	Jeffrey A. Cerny
	Title:	Chief Financial Officer

EXHIBIT INDEX



		Incorporated by Reference
Exhibit Number	Description	Form and SEC File No.	Filing Date with SEC	Exhibit No.	Filed with this 10-Q
11.1	Computation of Per Share Earnings				+

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended				*

31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended				*

32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				†

32.2	Certificate of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				†



+	Included in the consolidated statements of operations contained in this report
*	Filed herewith
†	Furnished herewith

TABLE OF CONTENTS

Part I, Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Description

Period of Adoption

Effect of Adoption on the financial statements

Standards that were adopted

ASU 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments - Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings (SEC Update)

Incorporates into the FASB ASC Topic 250, SEC guidance about disclosing, under SEC SAB Topic 11.M, the effect on the financial statements of recently issued accounting standards when adopted, and specifically for ASU 2014-09, ASU 2016-02, and ASU 2016-03. If a registrant does not know or cannot reasonably estimate the impact of adoption of the above standards, the SEC staff expects the registrant to make a statement to that effect. Consistent with SAB Topic 11.M, the SEC staff also expects the registrant to provide qualitative disclosures to help users assess the significance the adoption will have on the financial statements. In addition, conforms the SEC Staff comments included in ASU 2014-01, Investments - Equity Method and Joint Ventures (Topic 323): Accounting for investments in Qualified Affordable Housing Projects. The primary effect of the amendment was to change the reference "effective yield method" to "proportional amortization method"

First Quarter of 2017

No material impact to the Company's consolidated financial statements